PKG 10-K Annual Report Dec. 31, 2019 | Alphaminr
PACKAGING CORP OF AMERICA

PKG 10-K Fiscal year ended Dec. 31, 2019

PACKAGING CORP OF AMERICA
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TABLE OF CONTENTS
Part IprintItem 1. BusinessprintItem 1A. Risk FactorsprintItem 1B. Unresolved Staff CommentsprintItem 2. PropertiesprintItem 3. Legal ProceedingsprintItem 4. Mine Safety DisclosureprintPart IIprintItem 5. Market For Registrant's Common Equity, Related Stockholder Matters, and Issuer Purchases Of Equity SecuritiesprintItem 6. Selected Financial DataprintItem 7. Management's Discussion and Analysis Of Financial Condition and Results Of OperationsprintItem 7A. Quantitative and Qualitative Disclosures About Market RiskprintItem 8. Financial Statements and Supplementary DataprintItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureprintItem 9A. Controls and ProceduresprintItem 9B. Other InformationprintPart IIIprintItem 10. Directors, Executive Officers, and Corporate GovernanceprintItem 11. Executive CompensationprintItem 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder MattersprintItem 13. Certain Relationships and Related Transactions, and Director IndependenceprintItem 14. Principal Accounting Fees and ServicesprintPart IVprintItem 15. Exhibits, Financial Statement Schedulesprint

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 November 21, 2019, pursuant to Section 301 of the Indenture establishing 3.000% Senior Notes due 2029 and 4.050% Senior Notes due 2049. (Incorporated herein by reference to Exhibit4.1 to PCAs Current Report on Form 8-K filed November 21, 2019, File No. 1-15399.) 4.5 3.000% Senior Notes due 2029. (Incorporated herein by reference to Exhibit 4.2 to PCAs Current Report on Form 8-K filed November 21, 2019, File No. 1-15399.) 4.6 4.050% Senior Notes due 2049. (Incorporated herein by reference to Exhibit 4.3 to PCAs Current Report on Form 8-K filed November 21, 2019, File No. 1-15399.) 4.7 Officers Certificate, dated as of October 22, 2013, pursuant to Section 301 of the Indenture establishing 4.500% Senior Notes due 2023. (Incorporated herein by reference to Exhibit 4.1 to PCAs Current Report on Form 8-K filed October 22, 2013, File No 1-15399.) 4.8 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.) 4.9 Officers Certificate, dated September 5, 2014, pursuant to Section 301 of the Indenture establishing 3.650% Senior Notes due 2024. (Incorporated herein by reference to Exhibit 4.1 to PCAs Current Report on Form 8-K filed September 5, 2014, File No. 1-15399). 4.10 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). 4.11 Officers Certificate, dated December 13, 2017, pursuant to Section 301 of the Indenture establishing 2.450% Senior Notes due 2020 (redeemed and no longer outstanding) and 3.400% Senior Notes due 2027. (Incorporated herein by reference to Exhibit 4.1 to PCAs Current Report on Form 8-K filed December 13, 2017, File No. 1-15399). 4.12 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). 4.13 Description of Common Stock 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 February 27, 2019. * 10.5 Packaging Corporation of America Deferred Compensation Plan, as Amended and Restated Effective as of February 27, 2019.* 10.6 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.)* 10.7 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.)* 10.8 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).* 10.9 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).* 10.10 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).* 10.11 Trade Vendor Purchasing Agreement, dated December 6, 2019, between Boise White Paper, L.L.C. and Office Depot, Inc.** 10.12 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).* 10.13 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).* 10.14 Form of Return on Invested Capital Performance Unit Agreement for executive officer awards made in and after 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).* 10.15 Form of Total Shareholder Return Performance Unit Agreement for executive officer awards made in and after 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).* 10.16 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.