PKG 10-K Annual Report Dec. 31, 2022 | Alphaminr
PACKAGING CORP OF AMERICA

PKG 10-K Fiscal year ended Dec. 31, 2022

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. [reserved]Item 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 InformationItem 9C. Disclosure Regarding Foreign Jurisdictions That Prevent InspectionsPart 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 Exhibit 3.2 to PCAs Registration Statement on Form S-4, Registration No. 333-109437.) 3.3 Amended and Restated By-laws of PCA. (Incorporated herein by reference to Exhibit 3.1 to PCAs Current Report on Form 8-K filed December 13, 2020, 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 Exhibit 4.1 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 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). 4.8 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 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). 4.10 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). 4.11 Officers Certificate, dated September 21, 2021, pursuant to Section 301 of the Indenture establishing 3.050% Senior Notes due 2051. (Incorporated herein by reference to Exhibit 4.1 to PCAs Current Report on Form 8-K filed September 21, 2021, File No. 1-15399). 4.12 3.050% Senior Notes due 2051 (Incorporated herein by reference to Exhibit 4.2 to PCAs Current Report on Form 8-K filed September 21, 2021, File No 1-15399.) 4.13 Description of Common Stock. (Incorporated herein by reference to Exhibit 4.13 to PCA's Annual Report on Form 10-K for the year ended December 31, 2019, File No. 1-15399). 10.1 Credit Agreement, dated June 8, 2021 between Packaging Corporation of America and the lenders and agents named therein. (Incorporated herein by reference to Exhibit 10.1 to PCAs Current Report on Form 8-K filed June 11, 2021, File No. 1-15399). 10.4 Packaging Corporation of America Supplemental Executive Retirement Plan, as Amended and Restated Effective as of January 1, 2023.* 10.5 Packaging Corporation of America Deferred Compensation Plan, as Amended and Restated Effective as of February 27, 2019. (Incorporated herein by reference to Exhibit 10.5 to PCA's Annual Report on Form 10-K for the year ended December 31, 2019, 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 Trade Vendor Purchasing Agreement, dated December 6, 2019, between Boise White Paper, L.L.C. and Office Depot, Inc. (Incorporated by reference to Exhibit 10.11 to PCA's Annual Report on Form 10-K for the year ended December 31, 2019, File No. 1-15399)** 10.9 Form of Return on Invested Capital Performance Unit Agreement for executive officer awards. (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).* 10.10 Form of Total Shareholder Return Performance Unit Agreement for executive officer awards. (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).* 10.11 Form of Restricted Stock Agreement for executive officer awards. (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 Section 302 of the Sarbanes-Oxley Act of 2002. 31.2 Certification of Chief Financial Officer, As Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32 Certification of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.