Reputable outlets only (Reuters, WSJ, CNBC, Barron's, and peers). More on Google News ↗
What Changed
Risk factors · Feb 27, 2025 → Feb 26, 2026
118 added · 121 removed between the two most recent 10-Ks. The risks a company starts — or stops — disclosing are often the story.
Newly disclosed
The increase in interest expense, net was primarily due to higher interest expense in 2025 as a result of the Company’s financing for the Greif Acquisition and the November 2023 debt refinancing and lower interest income as a result of lower interest rates on lower cash balances due to the Greif Acquisition.
Additionally, on August 11, 2025, we issued $500 million of 5.20% senior notes due 2035 through a registered public offering and used the net proceeds received from this issuance, together with the net proceeds from our term loan facilities and cash on hand, to finance the Greif Acquisition.
Cash increased by $156 million due to changes in operating assets and liabilities, primarily due to the following: a) a net favorable change in prepaid expenses and other current assets primarily related to the establishment of a receivable for the DeRidder trial and related insurance recoveries during 2024 and reduction of receivables against insurance carriers during 2025 related to the DeRidder settlement and settlement of other litigation; b) a net favorable change in inventories primarily resulting from a buildup in Packaging segment inventory levels during 2024 due to rising volume and certain customer inventory on hand requirements; and c) a net favorable change in accounts receivable due to a decrease in Packaging segment accounts receivable levels during 2024, which primarily related to higher sales volume and an increase in days sales outstanding in 2024 when compared to 2023.
This favorable change was partially offset by an increase in Corporate accounts receivable levels in 2025 compared to 2024 and an increase in Paper segment accounts receivable levels during 2025 compared to 2024 primarily related to an increase in days sales outstanding in 2025 and lower customer accounts receivable balances at the end of 2024. 24 These favorable changes were partially offset by the following: d) a net unfavorable change in accrued liabilities predominantly related to the establishment of accrued liabilities for the DeRidder trial and other litigation in 2024 and reversal of these accrued liabilities during 2025 and the establishment of accruals related to the Wallula mill restructuring in 2025, partially offset by an increase in interest accruals in 2025 compared to 2024 due to the Greif Acquisition financing; e) a net unfavorable change in accounts payable primarily related to a decrease in accounts payable levels during 2025 compared to 2024, when accounts payable levels were elevated due to higher sales and slightly lower days payables outstanding when compared to 2023.
Additionally, on August 11, 2025, we issued $500 million of 5.20% senior notes due 2035 through a registered public offering and used the net proceeds received from this issuance, together with the net proceeds from our term loan facilities and cash on hand, to finance the Greif Acquisition.
We paid $7 million of issuance costs, excluding lender fees, related to the Greif Acquisition financing, which includes $3 million for the bridge loan, $2 million for the Credit Agreements, and $2 million for the 5.20% senior notes due 2035.
The following table reconciles earnings per diluted share to earnings per diluted share excluding special items for the periods indicated (dollars in millions): Year Ended December 31, 2025 2024 Earnings per diluted share, as reported in accordance with GAAP $ 8.58 $ 8.93 Special items: Facilities closure and other (income) costs (a) (0.09 ) 0.03 Wallula mill restructuring (b) 1.07 — Acquisition and integration-related costs (c) 0.28 — Jackson mill conversion-related activities (d) — 0.08 Total special items 1.26 0.11 Earnings per diluted share, excluding special items $ 9.84 $ 9.04 (a) For 2025, includes $10.4 million of income related to gains on sales of corrugated products facilities and a gain on an asset disposal related to a closed corrugated products facility, partially offset by charges related to the closure of certain corrugated products facilities.
The following table reconciles net income to EBITDA and EBITDA excluding special items for the periods indicated (dollars in millions): Year Ended December 31, 2025 2024 Net income $ 774.1 $ 805.1 Non-operating pension expense (income) 0.1 (4.5 ) Interest expense, net 79.1 41.4 Provision for income taxes 253.7 259.3 Depreciation, amortization, and depletion 652.8 525.6 EBITDA $ 1,759.8 $ 1,626.9 Special items: Facilities closure and other (income) costs (18.5 ) 1.9 Wallula mill restructuring 87.0 — Acquisition and integration-related costs 33.3 — Jackson mill conversion-related activities — 8.3 EBITDA excluding special items $ 1,861.6 $ 1,637.1 32 The following table reconciles segment operating income (loss) to segment EBITDA and segment EBITDA excluding special items (dollars in millions): Year Ended December 31, 2025 2024 Packaging Segment operating income $ 1,125.3 $ 1,101.5 Depreciation, amortization, and depletion 616.1 490.1 EBITDA 1,741.4 1,591.6 Facilities closure and other (income) costs (18.5 ) 1.9 Wallula mill restructuring 87.0 — Acquisition and integration-related costs 20.0 — Jackson mill conversion-related activities — 4.0 EBITDA excluding special items $ 1,829.9 $ 1,597.5 Paper Segment operating income $ 129.6 $ 129.7 Depreciation, amortization, and depletion 18.5 19.5 EBITDA 148.1 149.2 Jackson mill conversion-related activities — 4.3 EBITDA excluding special items $ 148.1 $ 153.5 Corporate and Other Segment operating loss $ (147.9 ) $ (129.9 ) Depreciation, amortization, and depletion 18.2 16.0 EBITDA (129.7 ) (113.9 ) Acquisition and integration-related costs 13.3 — EBITDA excluding special items $ (116.4 ) $ (113.9 ) Item 7A.
In the fourth quarter of 2025, we recorded $ 128.0 million of expenses associated with this shut down, which included non-cash impairment and accelerated depreciation charges, charges for contract termination, severance, and other costs.
In connection with the acquisition, the Company recorded intangible assets with an acquisition-date fair value of $460.0 million as of December 31, 2025, of which $420.0 million related to customer relationships.
Special items in 2025 included $128 million of expense for Wallula mill restructuring, $33 million of expense related to the Greif Acquisition and $10 million of income related to corrugated facility closures.
Special items in 2025 included $128 million of expense for Wallula mill restructuring, $20 million of expense related to the Greif Acquisition and $10 million of income related to corrugated facility closures.
No longer disclosed
Cumulative Total Return December 31, 2019 2020 2021 2022 2023 2024 Packaging Corporation of America $ 100.00 $ 127.27 $ 129.32 $ 125.90 $ 166.04 $ 235.24 S&P 500 100.00 118.40 152.39 124.79 157.59 197.02 S&P Midcap 400 100.00 113.66 141.80 123.28 143.54 163.54 The information in the graph and table above is not deemed “filed” with the Securities and Exchange Commission and is not to be incorporated by reference in any of PCA’s filings under the Securities Act of 1933 or the Securities Exchange Act of 1934, whether made before or after the date of this Annual Report on Form 10-K, except to the extent that PCA specifically incorporates such information by reference.
Cash decreased by $204 million due to changes in operating assets and liabilities, primarily due to the following: a) a net unfavorable change in prepaid expenses and other current assets in 2024 compared to 2023 primarily due to an increase in accrued receivables for the insurance recoveries related to pending litigation in 2024; b) a net unfavorable change in accounts receivable levels in 2024 compared to 2023 primarily due to higher sales and an increase in days sales outstanding in the Packaging segment during 2024; c) a net unfavorable change in inventories in 2024 compared to 2023 primarily due to an increase in Packaging segment inventory balances related to higher volume, partially offset by a favorable change in Paper segment inventory balances due to a smaller increase in Paper segment inventory balances in 2024 compared to 2023; and d) a net unfavorable change in income taxes in 2024 compared to 2023 primarily due to a larger decrease in income tax receivables in 2023 compared to 2024. 23 These unfavorable changes were partially offset by a net favorable change in accrued liabilities in 2024 compared to 2023 primarily related to higher accruals related to pending litigation in 2024 and higher accruals for employee compensation and benefit liabilities in 2024.
Receivables transferred under these programs meet the requirements to be accounted for as sales in accordance with guidance under Financial Accounting Standards Board (“FASB”) ASC 860, Transfers and Servicing.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following discussion and analysis of historical results of operations and financial condition should be read in conjunction with the audited financial statements and the notes thereto which appear elsewhere in this Form 10-K.
If there is an intent to sell the debt security, or if it is more likely than not that the debt security will be sold prior to recovering the amortized cost basis, the Company recognizes the impairment as a realized loss in earnings by writing down the debt security’s amortized cost basis.
The Company considers several factors when determining if a portion of an impairment is the result of a credit loss including, but not limited to, adverse conditions related to the financial health and future outlook of the issuer; the credit quality of the issuer, as reported by credit rating agencies; trends present in the issuer’s industry in which it operates; and general market conditions.
MARKET FO R REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES Market Information PCA’s common stock is listed on the New York Stock Exchange (NYSE) under the symbol “PKG.” Stockholders On February 21, 2025, there were 151 holders of record of our common stock.
Purchases of Equity Securities Share Repurchase Program On January 26, 2022, PCA announced that its Board of Directors authorized the repurchase of $1 billion of the Company’s outstanding common stock from time to time in open market or privately negotiated transactions in accordance with applicable securities laws.
We withheld 142,552 shares in 2024 to cover $25.7 million in employee tax liabilities, 120,534 shares in 2023 to cover $15.7 million in employee tax liabilities, and 110,827 shares in 2022 to cover $15.4 million in employee tax liabilities.
The following table presents information related to our repurchases of common stock made under repurchase plans authorized by PCA’s Board of Directors, and shares withheld to cover taxes on vesting of equity awards, during the three months ended December 31, 2024: Issuer Purchases of Equity Securities Period Total Number of Shares Purchased (a) Average Price Paid Per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Approximate Dollar Value of Shares That May Yet Be Purchased Under the Plans or Programs (in millions) October 1-31, 2024 2,119 $ 212.90 — $ 436.0 November 1-30, 2024 — — — 436.0 December 1-31, 2024 2,146 224.62 — 436.0 Total 4,265 $ 218.79 — $ 436.0 (a) All shares were withheld from employees to cover income and payroll taxes on equity awards that vested during the period. 17 Performance Graph The graph below compares PCA’s cumulative 5-year total shareholder return on common stock with the cumulative total returns of the S&P 500 index and the S&P Midcap 400 index.
Excluding special items, we recorded $814 million of net income, or $9.04 per diluted share, in 2024, compared to $784 million, or $8.70 per diluted share, in 2023. 1 The increase was driven primarily by higher volumes in our Packaging and Paper segments, and lower freight and logistic expenses, partially offset by lower prices and mix in our Packaging and Paper segments, higher operating and converting costs driven in part by inflation across our cost base, and higher annual outage expense.
We notified customers of a $70 per ton price increase for linerboard and a $90 per ton price increase for medium effective January 1, 2025. 1 Net income excluding special items, earnings per diluted share excluding special items, and segment EBITDA excluding special items are non-GAAP financial measures.