PKGPackaging Corporation of America

We note your risk factor disclosures on pages 12 and 14 related to cost inflation you have experienced in your business. Please revise your disclosures in future filings to expand upon the principal factors contributing to your inflationary pressures, the specific actions planned or taken, if any, to mitigate the inflationary pressures, and to quantify the resulting impact on your results of operations and financial

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condition. Notes to Consolidated Financial Statements 2. Summary of Significant Accounting Policies

To the extent that inflationary pressures have a material impact, we will enhance our disclosures in future filings to expand upon the principal factors contributing to those inflationary pressures, the specific actions planned or taken, if any, to mitigate the inflationary pressures, and to quantify the resulting impact on our results of operations and financial condition, where possible.

Notes to Consolidated

Financial Statements

2. Summary of Significant Accounting Policies Read in the reply ↗

We note your disclosure that you recognize the cost of equity awards expected to vest over the period the awards vest. Since you issue share-based awards with market conditions, as noted on pages 65-66, please confirm and revise your disclosures to clarify that you recognize all compensation cost for such awards if the requisite service period is fulfilled, even if the market condition is never satisfied.

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In closing, we remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff.

We confirm that, in accordance with FASB ASC 718, we recognize all compensation cost of such awards over the requisite service period, even if the market condition is never satisfied. In our future filings, we will clarify our disclosure by (a) amending the second sentence discussing compensation expense in footnote 2 Summary of Significant Accounting Policies, Share-Based Compensation subsection and (b) amending the last sentence in the paragraph above the table discussing unrecognized compensation expenses for all share-based awards in footnote 14 Share-Based Compensation as

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follows:

Compensation expense is recorded ratably over the requisite service period of the award. For the performance units, compensation expense is recognized regardless of whether the market conditions of the respective performance unit are satisfied.

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