PKG 10-K Annual Report Dec. 31, 2018 | Alphaminr
PACKAGING CORP OF AMERICA

PKG 10-K Fiscal year ended Dec. 31, 2018

PACKAGING CORP OF AMERICA
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TABLE OF CONTENTS
Part IItem 1. BusinessItem 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 2. PropertiesItem 3. Legal ProceedingsItem 4. Mine Safety DisclosurePart IIItem 5. Market For Registrant's Common Equity, Related Stockholder Matters, and Issuer Purchases Of Equity SecuritiesItem 6. Selected Financial DataItem 7. Management's Discussion and Analysis Of Financial Condition and Results Of OperationsItem 7A. Quantitative and Qualitative Disclosures About Market RiskItem 8. Financial Statements and Supplementary DataItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A. Controls and ProceduresItem 9B. Other InformationPart IIIItem 10. Directors, Executive Officers, and Corporate GovernanceItem 11. Executive CompensationItem 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13. Certain Relationships and Related Transactions, and Director IndependenceItem 14. Principal Accounting Fees and ServicesPart IVItem 15. Exhibits, Financial Statement Schedules

Exhibits

2.3 Agreement and Plan of Merger, dated September 16, 2013, between PCA, Bee Acquisition Corp. and Boise Inc. (Incorporated herein by reference to Exhibit 2.1 to PCAs Current Report on Form 8-K filed September 17, 2013, File No. 1-15399). PCA will furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon request; provided, however, that PCA may request confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended, for any schedule or exhibit so furnished. 3.2 Certificate of Amendment to Restated Certificate of Incorporation of PCA. (Incorporated herein by reference to Exhibit3.2 to PCAs Registration Statement on FormS-4, Registration No.333-109437.) 3.3 Amended and Restated By-laws of PCA. (Incorporated herein by reference to Exhibit3.1 to PCAs Current Report on Form8-K filed December7, 2012, File No.1-15399.) 4.4 Officers Certificate, dated as of June 26, 2012, pursuant to Section 301 of the Indenture and 3.90% Senior Notes due 2022. (Incorporated herein by reference to Exhibit4.2 to PCAs Current Report on Form 8-K filed June 26, 2012, File No. 1-15399.) 4.5 Officers Certificate, dated as of October 22, 2013, pursuant to Section 301 of the Indenture. (Incorporated herein by reference to Exhibit 4.1 to PCAs Current Report on Form 8-K filed October 22, 2013, File No 1-15399.) 4.6 4.500% Senior Notes due 2023. (Incorporated herein by reference to Exhibit 4.2 to PCAs Current Report on Form 8-K filed October 22, 2013, File No 1-15399.) 4.7 Officers Certificate, dated September 5, 2014, pursuant to Section 301 of the Indenture. (Incorporated herein by reference to Exhibit 4.1 to PCAs Current Report on Form 8-K filed September 5, 2014, File No. 1-15399). 4.8 3.650% Senior Notes due 2024 (Incorporated herein by reference to Exhibit 4.2 to PCAs Current Report on Form 8-K filed September 5, 2014, File No. 1-15399). 4.9 Officers Certificate, dated December 13, 2017, pursuant to Section 301 of the Indenture. (Incorporated herein by reference to Exhibit 4.1 to PCAs Current Report on Form 8-K filed December 13, 2017, File No. 1-15399). 4.10 2.450% Senior Notes due 2020 (Incorporated herein by reference to Exhibit 4.2 to PCAs Current Report on Form 8-K filed December 13, 2017, File No. 1-15399). 4.11 3.400% Senior Notes due 2027 (Incorporated herein by reference to Exhibit 4.3 to PCAs Current Report on Form 8-K filed December 13, 2017, File No. 1-15399). 10.1 Amended and Restated Credit Agreement, dated as of August 29, 2016, by and among PCA and the lenders and agents named therein. (Incorporated herein by reference to Exhibit10.1 to PCAs Current Report on Form8-K filed September 1, 2016, File No.1-15399.) 10.4 Packaging Corporation of America Supplemental Executive Retirement Plan, as Amended and Restated Effective as of January1, 2005. (Incorporated herein by reference to Exhibit10.31 to PCAs Annual Report on Form10-K for the year ended December31, 2006, File No.1-15399.)* 10.5 Packaging Corporation of America Deferred Compensation Plan, effective as of January 1, 2009, conformed to incorporate all amendments. (Incorporated herein by reference to Exhibit 10.6 to PCAs Annual Report on Form 10-K for the year ended December 31, 2016, File No. 1-15399.)* 10.6 First Amendment of Packaging Corporation of America Supplemental Executive Retirement Plan, effective as of January1, 2008. (Incorporated herein by reference to Exhibit10.17 to PCAs Annual Report on Form10-K for the year ended December31, 2008, file No.1-15399.)* 10.7 Amended and Restated 1999 Long-Term Equity Incentive Plan, effective as of May 1, 2013, conformed to incorporate all amendments. (Incorporated herein by reference to Exhibit 10.8 to PCAs Annual Report on Form 10-K for the year ended December 31, 2016, File No. 1-15399.)* 10.8 Amended and Restated Executive Incentive Compensation Plan, effective as of December 29, 2017. (Incorporated herein by reference to Exhibit 10.10 to PCA's Annual Report on Form 10-K for the year ended December 31, 2017, File No. 1-15399.)* 10.9 Second Amendment of Packaging Corporation of America Supplemental Executive Retirement Plan, effective as of February 28, 2013.(Incorporated herein by reference to Exhibit10.22 to PCAs Annual Report on Form 10-K for the year ended December31, 2012, File No.1-15399.)* 10.10 Third Amendment of Packaging Corporation of America Supplemental Executive Retirement Plan, effective as of February 28, 2013. (Incorporated herein by reference to Exhibit10.23 to PCAs Annual Report on Form 10-K for the year ended December31, 2012, File No.1-15399.) * 10.11 Form of Restricted Stock Agreement for executive officer awards made in June 2017.(Incorporated by reference to Exhibit 10.1 to PCAs Quarterly Report on Form 10-Q for the period ended June 30, 2017, File No. 1-15399).* 10.12 Form of Performance Unit Agreement for executive officer awards made in June 2017.(Incorporated by reference to Exhibit 10.2 to PCAs Quarterly Report on Form 10-Q for the period ended June 30, 2017, File No. 1-15399).* 10.13 Performance Based Equity Award Pool for Executive Officers relating to awards made in June 2017.(Incorporated by reference to Exhibit 10.3 to PCAs Quarterly Report on Form 10-Q for the period ended June 30, 2017, File No. 1-15399).* 10.14 Paper Purchase Agreement, dated June 25, 2011 (the Paper Purchase Agreement), between Boise White Paper, L.L. C. and OfficeMax Incorporated (Incorporated by reference to Exhibit 10.1 to Boise, Inc.'s Quarterly Report on Form 10-Q for the period ended June 30, 2013, File No. 1-33541)** 10.15 First Amendment to Paper Purchase Agreement, dated June 20, 2013, between Boise White Paper, L.L.C. and OfficeMax Incorporated (Incorporated by reference to Exhibit 10.2 to Boise, Inc.'s Quarterly Report on Form 10-Q for the period ended June 30, 2013, File No. 1-33541)** 10.16 Second Amendment to Paper Purchase Agreement, effective January 1, 2015 and executed and delivered August 19, 2015, between Boise White Paper, L.L.C. and Office Depot Inc. (Incorporated by reference to Exhibit 10.1 to PCAs Quarterly Report on Form 10-Q for the period ended September 30, 2015, File No. 1-33541)** 10.17 Form of Performance Unit Agreement for executive officer awards made in June 2014.(Incorporated by reference to Exhibit 10.1 to PCAs Quarterly Report on Form 10-Q for the period ended June 30, 2014, File No. 1-15399).* 10.18 Form of Restricted Stock Agreement for executive officer awards made in June 2014.(Incorporated by reference to Exhibit 10.2 to PCAs Quarterly Report on Form 10-Q for the period ended June 30, 2014, File No. 1-15399).* 10.19 Form of Performance Unit Agreement for executive officer awards made in June 2015.(Incorporated by reference to Exhibit 10.1 to PCAs Quarterly Report on Form 10-Q for the period ended June 30, 2015, File No. 1-15399).* 10.20 Form of Restricted Stock Agreement for executive officer awards made in June 2015.(Incorporated by reference to Exhibit 10.2 to PCAs Quarterly Report on Form 10-Q for the period ended June 30, 2015, File No. 1-15399).* 10.21 Form of Performance Unit Agreement for executive officer awards made in June 2016.(Incorporated by reference to Exhibit 10.2 to PCAs Quarterly Report on Form 10-Q for the period ended June 30, 2016, File No. 1-15399).* 10.22 Form of Restricted Stock Agreement for executive officer awards made in June 2016.(Incorporated by reference to Exhibit 10.1 to PCAs Quarterly Report on Form 10-Q for the period ended June 30, 2016, File No. 1-15399).* 10.23 Form of Return on Invested Capital Performance Unit Agreement for executive officer awards made in June 2018. (Incorporated by reference to Exhibit 10.2 to PCAs Quarterly Report on Form 10-Q for the period ended June 30, 2018, File No. 1-15399).* 10.24 Form of Total Shareholder Return Performance Unit Agreement for executive officer awards made in June 2018. (Incorporated by reference to Exhibit 10.3 to PCAs Quarterly Report on Form 10-Q for the period ended June 30, 2018, File No. 1-15399).* 10.25 Form of Restricted Stock Agreement for executive officer awards made in and after June 2018. (Incorporated by reference to Exhibit 10.1 to PCAs Quarterly Report on Form 10-Q for the period ended June 30, 2018, File No. 1-15399).* 21.1 Subsidiaries of the Registrant. 23.1 Consent of KPMG LLP. 24.1 Powers of Attorney. 31.1 Certification of Chief Executive Officer, As Adopted Pursuant to Section302 of the Sarbanes-Oxley Act of 2002. 31.2 Certification of Chief Financial Officer, As Adopted Pursuant to Section302 of the Sarbanes-Oxley Act of 2002. 32 Certification of Chief Executive Officer and Chief Financial Officer Pursuant to 18U.S.C. 1350, As Adopted Pursuant to Section906 of the Sarbanes-Oxley Act of 2002.