# Packaging Corp of America: Form 10-Q for the period ended Sep 30, 2016

- Company: [Packaging Corp of America](/companies/pkg.md) (CIK 75677)
- Form: 10-Q
- Filed: 2016-11-04
- Accepted by EDGAR: Nov 4, 2016, 10:32 ET
- Period: 2016-09-30
- Accession: 0000075677-16-000043
- Inline XBRL: yes
- Main document: https://www.sec.gov/Archives/edgar/data/75677/000007567716000043/pkg0930201610q.htm
- All documents and exhibits: https://www.sec.gov/Archives/edgar/data/75677/000007567716000043/

## Figures reported in this filing

Standardized XBRL line items for the period ended 2016-09-30.

| Line item | Period | Value | XBRL concept |
| --- | --- | ---: | --- |
| Revenue | 3 months, 2016-07-01 to 2016-09-30 | $1.48bn | us-gaap:SalesRevenueNet |
| Revenue | 9 months, 2016-01-01 to 2016-09-30 | $4.30bn | us-gaap:SalesRevenueNet |
| Cost of revenue | 3 months, 2016-07-01 to 2016-09-30 | $1.15bn | us-gaap:CostOfGoodsSold |
| Cost of revenue | 9 months, 2016-01-01 to 2016-09-30 | $3.35bn | us-gaap:CostOfGoodsSold |
| Gross profit | 3 months, 2016-07-01 to 2016-09-30 | $329.5m | us-gaap:GrossProfit |
| Gross profit | 9 months, 2016-01-01 to 2016-09-30 | $948.6m | us-gaap:GrossProfit |
| Selling, general and administrative | 3 months, 2016-07-01 to 2016-09-30 | $116.9m | us-gaap:SellingGeneralAndAdministrativeExpense |
| Selling, general and administrative | 9 months, 2016-01-01 to 2016-09-30 | $346.0m | us-gaap:SellingGeneralAndAdministrativeExpense |
| Operating income | 3 months, 2016-07-01 to 2016-09-30 | $206.4m | us-gaap:OperatingIncomeLoss |
| Operating income | 9 months, 2016-01-01 to 2016-09-30 | $587.4m | us-gaap:OperatingIncomeLoss |
| Income tax | 3 months, 2016-07-01 to 2016-09-30 | $63.7m | us-gaap:IncomeTaxExpenseBenefit |
| Income tax | 9 months, 2016-01-01 to 2016-09-30 | $181.0m | us-gaap:IncomeTaxExpenseBenefit |
| Net income | 3 months, 2016-07-01 to 2016-09-30 | $119.3m | us-gaap:NetIncomeLoss |
| Net income | 9 months, 2016-01-01 to 2016-09-30 | $338.9m | us-gaap:NetIncomeLoss |
| Diluted EPS | 3 months, 2016-07-01 to 2016-09-30 | $1.26 | us-gaap:EarningsPerShareDiluted |
| Diluted EPS | 9 months, 2016-01-01 to 2016-09-30 | $3.58 | us-gaap:EarningsPerShareDiluted |
| Basic EPS | 3 months, 2016-07-01 to 2016-09-30 | $1.27 | us-gaap:EarningsPerShareBasic |
| Basic EPS | 9 months, 2016-01-01 to 2016-09-30 | $3.59 | us-gaap:EarningsPerShareBasic |
| Diluted shares (weighted) | 3 months, 2016-07-01 to 2016-09-30 | 93,600,000 shares | us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding |
| Diluted shares (weighted) | 9 months, 2016-01-01 to 2016-09-30 | 93,700,000 shares | us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding |
| Operating cash flow | 9 months, 2016-01-01 to 2016-09-30 | $588.2m | us-gaap:NetCashProvidedByUsedInOperatingActivities |
| Capital expenditure | 9 months, 2016-01-01 to 2016-09-30 | $188.1m | us-gaap:PaymentsToAcquirePropertyPlantAndEquipment |
| Dividends paid | 9 months, 2016-01-01 to 2016-09-30 | $156.7m | us-gaap:PaymentsOfDividendsCommonStock |
| Share repurchases | 9 months, 2016-01-01 to 2016-09-30 | $100.3m | us-gaap:PaymentsForRepurchaseOfCommonStock |
| Cash and equivalents | at 2016-09-30 | $279.8m | us-gaap:CashAndCashEquivalentsAtCarryingValue |
| Current assets | at 2016-09-30 | $1.75bn | us-gaap:AssetsCurrent |
| Total assets | at 2016-09-30 | $5.75bn | us-gaap:Assets |
| Current liabilities | at 2016-09-30 | $637.5m | us-gaap:LiabilitiesCurrent |
| Long-term debt | at 2016-09-30 | $2.63bn | us-gaap:LongTermDebtNoncurrent |
| Current portion of debt | at 2016-09-30 | $25.8m | us-gaap:LongTermDebtCurrent |
| Shareholders' equity | at 2016-09-30 | $1.73bn | us-gaap:StockholdersEquity |

## Management's discussion and analysis

As filed, 50,790 characters.

This management's discussion and analysis includes statements regarding our expectations with respect to our future performance, expected business conditions, liquidity, and capital resources. Such statements, along with any other nonhistorical statements in the discussion, are forward-looking. These forward-looking statements are subject to numerous risks and uncertainties, including, but not limited to, the risks and uncertainties described in our 2015 Annual Report on Form 10-K, as well as those factors listed in other documents we file with the Securities and Exchange Commission (SEC). We do not assume any obligation to update any forward-looking statement. Our actual results may differ materially from those contained in or implied by any of the forward-looking statements in this Form 10-Q. Please see "Forward Looking Statements" elsewhere in this Item 2.

### Overview

PCA is the fourth largest producer of containerboard and corrugated packaging products in the United States and the third largest producer of uncoated freesheet paper in North America, based on production capacity. We operate five containerboard mills, three paper mills, and 95 corrugated products manufacturing plants. Our corrugated products manufacturing plants produce a wide variety of corrugated packaging products, including conventional shipping containers used to protect and transport manufactured goods, multi-color boxes and displays with strong visual appeal that help to merchandise the packaged product in retail locations, and honeycomb protective packaging. In addition, we are a large producer of packaging for meat, fresh fruit and vegetables, processed food, beverages, and other industrial and consumer products. We also manufacture and sell white papers, including both commodity and specialty papers, which may have custom or specialized features such as colors, coatings, high brightness, and recycled content. We operate primarily in the United States.

This Item 2 is intended to supplement, and should be read in conjunction with, "Management’s Discussion and Analysis of Financial Condition and Results of Operations" included in our 2015 Annual Report on Form 10-K.

### Executive Summary

Third quarter net sales were $1.48 billion in 2016 and $1.47 billion in 2015. We reported $119 million of net income, or $1.26 per diluted share, during the third quarter of 2016, compared with $128 million of net income, or $1.31 per diluted share, during the same period in 2015. The third quarter of 2016 included $5 million of pre-tax expense for special items (discussed below) compared to $8 million of pre-tax income in 2015. Excluding special items, we recorded $123 million of net income, or $1.30 per diluted share, during the third quarter of 2016, compared with $123 million of net income, or $1.26 per diluted share, in the third quarter of 2015. The increase was driven primarily by higher containerboard, corrugated products, and white paper sales volumes, higher white paper prices and mix, and lower costs for energy, fiber, and freight, and a lower share count resulting from share repurchases. Gains were partially offset by lower domestic containerboard and corrugated products prices and mix, lower containerboard export prices, lower paper production volume, and higher employee related costs.

During the first nine months of 2016 we reported $339 million of net income, or $3.58 per diluted share, compared with $333 million, or $3.39 per diluted share, during the same period in 2015. The nine months ended September 30, 2016 included $11 million of pre-tax expense for special items (discussed below), compared with $8 million of pre-tax expense for special items during the same period in 2015. Excluding special items, we recorded $346 million of net income, or $3.65 per diluted share, during the first nine months of 2016, compared with $338 million of net income, or $3.45 per diluted share, in the first nine months of 2015. The increase was driven primarily by higher volumes and lower maintenance costs in our packaging segment, lower energy, fiber and freight costs in both our packaging and paper segments, and a lower share count resulting from share repurchases. Gains were partially offset by lower prices and mix in white paper, containerboard, and corrugated products.

Packaging segment income from operations was $180 million in the third quarter of 2016, compared to $198 million in the third quarter of 2015. Packaging segment earnings before interest, taxes, depreciation, amortization, and depletion (EBITDA) excluding special items was $256 million in the third quarter of 2016 and $268 million in the third quarter of 2015. Compared to the third quarter of 2015, corrugated products shipments were higher, while containerboard and corrugated product prices and mix were down due to lower export prices and industry published price decreases.

Packaging segment income from operations was $534 million in both the first nine months of 2016 and 2015. Packaging segment EBITDA excluding special items was $759 million in the first nine months of 2016, compared to $757 million in the first nine months of 2015. Compared to the first nine months of 2015, both containerboard and corrugated products shipments were higher with lower mill outage and energy costs, while containerboard and corrugated products prices and mix were down.

Paper segment income from operations was $45 million in the third quarter of 2016, compared to $40 million in the third quarter of 2015. Paper segment EBITDA excluding special items increased to $59 million in the third quarter of 2016, compared to $46 million in the third quarter of 2015. White paper shipments were higher and pulp shipments were lower, compared with last year’s third quarter. Paper segment prices and mix were favorable to last year’s third quarter from continued realization of the previously announced price increases.

Paper segment income from operations was $105 million in the first nine months of 2016, compared to $99 million in the first nine months of 2015. Paper segment EBITDA excluding special items was $149 million in the first nine months of 2016, compared to $133 million in the first nine months of 2015. Paper prices and mix were flat, while fiber and energy costs were lower, leading to increased margins. White paper shipments were up slightly and pulp shipments were lower, compared with the first nine months of last year.

#### Special Items and Earnings per Diluted Share, Excluding Special Items

The third quarter of 2016 included $5 million of pre-tax expense for special items compared to $8 million of pre-tax income in the same period in 2015. The special items in the third quarter of 2016 included $3 million for TimBar acquisition-related costs and $2 million for facilities closure costs related to corrugated manufacturing facilities and a paper distribution center. The three months ended September 30, 2015 included a $7 million gain on the sale of our St. Helens paper mill site, $4 million of income for services and equipment received for vendor settlements at our DeRidder mill, and $3 million of Boise acquisition integration-related and other costs.

The nine months ended September 30, 2016 included $11 million of pre-tax expense for special items, compared with $8 million of pre-tax expense for special items during the same period in 2015. The nine months ended September 30, 2016 included $7 million for facilities closure costs related to corrugated manufacturing facilities and a paper distribution center, $3 million for TimBar acquisition-related costs, and $1 million related to our withdrawal from a multiemployer pension plan for one of our corrugated products facilities. The nine months ended September 30, 2015 included $10 million of Boise acquisition integration-related and other costs, $5 million of expenses related to the DeRidder mill restructuring, and a $7 million gain on the sale of our St. Helens paper mill site.

A reconciliation of reported earnings per diluted share to earnings per share, excluding special items, for the three and nine months ended September 30, 2016 and 2015 are as follows:

|  | Three Months Ended September 30 2016 | 2015 | Nine Months Ended September 30 2016 | 2015 |
| --- | ---: | ---: | ---: | ---: |
| Earnings per diluted share, as reported | $1.26 | $1.31 | $3.58 | $3.39 |
| Special items (a): |  |  |  |  |
| Facilities closure costs | 0.02 | — | 0.04 | — |
| Acquisition-related costs | 0.02 | — | 0.02 | — |
| Multiemployer pension plan withdrawal | — | — | 0.01 | — |
| DeRidder restructuring | — | (0.02) | — | 0.04 |
| Integration-related and other costs | — | 0.02 | — | 0.06 |
| Sale of St. Helens paper mill site | — | (0.05) | — | (0.04) |
| Total special items | 0.04 | (0.05) | 0.07 | 0.06 |
| Earnings per diluted share, excluding special items | $1.30 | $1.26 | $3.65 | $3.45 |

(a) See "Reconciliations of Non-GAAP Financial Measures to Reported Amounts" in this Management's Discussion and Analysis of Financial Condition and Results of Operations for more information on the special items.

Management excludes special items as it believes these items are not necessarily reflective of the ongoing results of operations of our business. We present these measures because they provide a means to evaluate the performance of our segments and our company on an ongoing basis using the same measures that are used by our management, because these measures assist in providing a meaningful comparison between periods presented and because these measures are frequently used by investors and other interested parties in the evaluation of companies and the performance of their segments. A reconciliation of diluted EPS to diluted EPS excluding special items is included above and the reconciliations of other non-GAAP measures used in this Management's Discussion and Analysis of Financial Condition and Results of Operations, to the most comparable measure reported in accordance with GAAP, are included in Item 2 under "Reconciliations of Non-GAAP Financial Measures to Reported Amounts." Any analysis of non-GAAP financial measures should be done in conjunction with results presented in accordance with GAAP. The non-GAAP measures are not intended to be substitutes for GAAP financial measures and should not be used as such.

### Industry and Business Conditions

Trade publications reported that industry-wide corrugated products shipments increased 1.5% during the third quarter of 2016, compared with the same quarter in 2015. Reported industry containerboard production increased 2.0% compared with the third quarter of 2015, and reported industry containerboard inventories at the end of the third quarter of 2016 were approximately 2.4 million tons, down 10.2% compared to the same period in 2015. Reported containerboard export shipments were up 13.8% compared to the third quarter of 2015. Published containerboard prices did not change during the quarter, but increased by $40 per ton in October 2016.

The market for communication papers competes heavily with electronic data transmission and document storage alternatives. Increasing shifts to these alternatives have reduced usage of traditional print media and communication papers. Trade publications reported that uncoated freesheet paper shipments were down 4.7% in the third quarter of 2016, compared with the same quarter in 2015. Average prices reported by a trade publication for cut size office papers were lower by $10 per ton, or 1.0%, in the third quarter of 2016, compared with the third quarter of 2015.

### Outlook

Looking ahead to the fourth quarter 2016, we expect seasonally lower volumes for containerboard and corrugated products, which includes four less shipping days, as well as a seasonally less rich mix in corrugated products, compared to the third quarter. However, we will have three months of TimBar activity in the fourth quarter versus only one month in the third quarter. In addition, we did communicate a price increase of $50 per ton effective October 1 to all containerboard customers as well as a price increase to our corrugated products customers. We expect seasonally lower volumes and a less rich mix in white papers and, with colder weather, wood and fuel costs are expected to be seasonally higher along with some price inflation on recycled fiber. Our annual outage costs also will be higher with the scheduled maintenance work at our Filer City, Michigan containerboard mill. Considering these items, we expect fourth quarter earnings to be lower than third quarter earnings. In addition, as previously announced, we are on track to close the acquisition of Columbus Container during the fourth quarter of 2016.

### Results of Operations

### Three Months Ended September 30, 2016, compared with Three Months Ended September 30, 2015

The historical results of operations of PCA for the three months ended September 30, 2016 and 2015 are set forth below (dollars in millions):

|  | Three Months Ended September 30 2016 | 2015 | Change |
| --- | ---: | ---: | ---: |
| Packaging | $1,167 | $1,144 | $23 |
| Paper | 293 | 292 | 1 |
| Corporate and Other | 63 | 72 | (9) |
| Intersegment eliminations | (39) | (37) | (2) |
| Net sales | $1,484 | $1,471 | $13 |
| Packaging | $180 | $198 | $(18) |
| Paper | 45 | 40 | 5 |
| Corporate and Other | (19) | (19) | — |
| Income from operations | $206 | $219 | $(13) |
| Interest expense, net | (23) | (21) | (2) |
| Income before taxes | 183 | 198 | (15) |
| Income tax provision | (64) | (70) | 6 |
| Net income | $119 | $128 | $(9) |
| Non-GAAP Measures (a) |  |  |  |
| Net income excluding special items | $123 | $123 | $— |
| Consolidated EBITDA | 294 | 307 | (13) |
| Consolidated EBITDA excluding special items | 299 | 299 | — |
| Packaging EBITDA | 252 | 272 | (20) |
| Packaging EBITDA excluding special items | 256 | 268 | (12) |
| Paper EBITDA | 59 | 53 | 6 |
| Paper EBITDA excluding special items | 59 | 46 | 13 |

(a) See "Reconciliations of Non-GAAP Financial Measures to Reported Amounts" included in this Item 2 for a reconciliation of non-GAAP measures to the most comparable GAAP measure.

### Net Sales

Net sales increased $13 million, or 0.9%, to $1,484 million during the three months ended September 30, 2016, compared with $1,471 million during the same period in 2015.

*Packaging.* Net sales increased $23 million, or 2.0%, to $1,167 million, compared with $1,144 million in the third quarter of 2015, primarily due to the addition of TimBar ($34 million) and increased containerboard and corrugated products volume ($15 million), partially offset by lower export and domestic containerboard and corrugated products price and mix ($26 million). Our domestic containerboard prices in the third quarter of 2016 decreased 4.4% due to published price decreases. Additionally our export containerboard prices decreased 6.5%, compared with the same period in 2015. In the third quarter of 2016, our containerboard outside shipments increased 10.8%, and corrugated products shipments were up 4.9%, compared with the third quarter of 2015.

*Paper.* Net sales during the three months ended September 30, 2016 remained relatively flat, increasing $1 million to $293 million, compared with $292 million in the third quarter of 2015. Sales increased primarily due to changes in price and mix ($4 million) and increased white paper sales volume ($12 million), offset by a decrease in pulp volume ($15 million).

Paper prices and mix in the third quarter of 2016 increased 1.5% compared with the same period last year. During the third quarter of 2016, white paper shipments increased 13,000 tons compared to the third quarter of 2015.

### Gross Profit

Gross profit was relatively flat, increasing $1 million during the three months ended September 30, 2016, compared with the same period in 2015. The increase was primarily due to higher containerboard, corrugated products, and white paper sales volumes, and lower fiber, energy, and freight costs, partially offset by lower prices and mix in containerboard and corrugated products. In the third quarter of 2016, gross profit included special items of $1 million for facilities closure and acquisition related costs. There were no special items that affected gross profit in the third quarter of 2015.

### Selling, General, and Administrative Expenses

Selling, general, and administrative expenses increased $4 million during the three months ended September 30, 2016, compared with the same period in 2015. The increase was primarily due to higher administrative costs corresponding to the TimBar acquisition.

### Other Income (Expense), Net

Other income (expense), net, during the three months ended September 30, 2016 was $6 million of expense, compared with $4 million of income during the three months ended September 30, 2015. The third quarter of 2016 included $2 million of facilities closure costs, $2 million of acquisition-related costs for our acquisition of TimBar, and $1 million of asset disposal costs, and other miscellaneous income and expense items. The third quarter of 2015 included a $7 million gain on sale of our St. Helens paper mill site, $4 million of income for services and equipment received for vendor settlements related to the DeRidder mill restructuring, offset partially by $5 million of asset disposal costs and $2 million of integration-related and other costs. We discuss these items in more detail in Note 4, Other Income (Expense), Net of the Condensed Notes to Unaudited Quarterly Consolidated Financial Statements in "Part I, Item1. Financial Statements" of this Form 10-Q.

### Income from Operations

Income from operations decreased $13 million, or 6.0%, during the three months ended September 30, 2016, compared with the same period in 2015. The third quarter of 2016 included $5 million of expense from special items compared to $8 million of income during the same period of 2015. The special items in the third quarter of 2016 included $2 million of facilities closure costs related to corrugated manufacturing facilities and a paper distribution center and $3 million of TimBar acquisition-related costs. The three months ended September 30, 2015 included a $7 million gain on the sale of our St. Helens paper mill site, $4 million of income for insurance proceeds received related to the DeRidder mill restructuring, and $2 million of expense related to the Boise integration and other costs. Excluding special items of $13 million discussed above, income from operations remained flat during the three months ended September 30, 2016, compared with the same period in 2015.

*Packaging.* Packaging segment income from operations decreased $18 million to $180 million, compared with $198 million during the three months ended September 30, 2015. The decrease in the third quarter of 2016 related primarily to lower domestic containerboard and corrugated products prices and mix ($18 million), lower containerboard export prices ($3 million), higher costs for labor and fringes ($5 million), partially offset by higher containerboard and corrugated products sales volume ($5 million), lower freight ($5 million), and energy ($3 million), and outage ($2 million) costs. Special items included $3 million of TimBar acquisition-related costs and $2 million of facilities closure costs in the third quarter of 2016 and $4 million of income from insurance proceeds received related to the DeRidder mill restructuring for the same period in 2015.

*Paper.* Paper segment income from operations increased $5 million to $45 million, compared with $40 million during the three months ended September 30, 2015. Excluding special items, which included a $7 million gain on the sale of the St. Helens mill site in 2015, segment income increased $12 million. The increase primarily related to higher price and mix ($4 million), higher white paper sales volumes ($2 million), and lower fiber costs ($11 million), partially offset by lower paper production volume ($4 million).

### Interest Expense, Net, and Income Taxes

Interest expense, net, increased $2 million, during the three months ended September 30, 2016, compared with the same period in 2015. The increase in interest expense was primarily due to higher term loan borrowings for the TimBar acquisition and higher interest rates on PCA's variable rate debt ($1 million) and other costs that were individually insignificant in the third quarter of 2016, compared to the same period in 2015.

During the three months ended September 30, 2016, we recorded $64 million of income tax expense, compared with $70 million of expense during the three months ended September 30, 2015. The effective tax rate for the three months ended September 30, 2016 and 2015 was 34.8% and 35.4%, respectively.

### Nine Months Ended September 30, 2016, compared with Nine Months Ended September 30, 2015

|  | Nine Months Ended September 30 2016 | 2015 | Change |
| --- | ---: | ---: | ---: |
| Packaging | $3,388 | $3,386 | $2 |
| Paper | 840 | 870 | (30) |
| Corporate and Other | 185 | 199 | (14) |
| Intersegment eliminations | (111) | (104) | (7) |
| Net sales | $4,302 | $4,351 | $(49) |
| Packaging | $534 | $534 | $— |
| Paper | 105 | 99 | 6 |
| Corporate and Other | (52) | (59) | 7 |
| Income from operations | $587 | $574 | $13 |
| Interest expense, net | (67) | (63) | (4) |
| Income before taxes | 520 | 511 | 9 |
| Income tax provision | (181) | (178) | (3) |
| Net income | $339 | $333 | $6 |
| Non-GAAP Measures (a) |  |  |  |
| Net income excluding special items | $346 | $338 | $8 |
| Consolidated EBITDA | 852 | 842 | 10 |
| Consolidated EBITDA excluding special items | 862 | 841 | 21 |
| Packaging EBITDA | 751 | 758 | (7) |
| Packaging EBITDA excluding special items | 759 | 757 | 2 |
| Paper EBITDA | 148 | 139 | 9 |
| Paper EBITDA excluding special items | 149 | 133 | 16 |

(a) See "Reconciliations of Non-GAAP Financial Measures to Reported Amounts" included in this Item 2 for a reconciliation of non-GAAP measures to the most comparable GAAP measure.

### Net Sales

Net sales decreased $49 million, or 1.1%, to $4,302 million during the nine months ended September 30, 2016, compared with $4,351 million during the same period in 2015.

*Packaging.* Net sales remained relatively flat, increasing $2 million to $3,388 million, compared with $3,386 million in the nine months ended September 30, 2015, primarily due to the addition of TimBar ($34 million) and higher containerboard and corrugated products volumes ($45 million), partially offset by lower containerboard and corrugated products price and mix ($66 million) and sales lost due to the divestiture of our Hexacomb operations in Mexico and Europe in 2015 ($11 million). Our domestic containerboard prices in the first nine months of 2016 decreased 4.5% due to published price decreases. Additionally, our export containerboard prices decreased 7.5%, compared with the same period in 2015. In the first nine months of 2016, our containerboard outside shipments remained flat, and corrugated products shipments were up 3.5%, compared with the first nine months of 2015.

*Paper.* Net sales during the nine months ended September 30, 2016 decreased $30 million, or 3.4%, to $840 million, compared with $870 million in the nine months ended September 30, 2015. Sales decreased due to changes in price and mix ($2 million) and lower volume ($28 million). White paper prices and mix in the first nine months of 2016 decreased 2.3% compared with the same period last year. In the first nine months of 2016, our office paper shipments increased (19,000 tons) and pulp shipments decreased (43,000 tons) compared with the same period last year.

### Gross Profit

Gross profit increased $26 million, or 2.8%, during the nine months ended September 30, 2016, compared with the same period in 2015. The increase was primarily due to higher corrugated products volumes and lower fiber, energy, freight and maintenance costs, partially offset by lower white paper, containerboard and corrugated products prices and mix, and lower pulp volume. In the first nine months of 2016, gross profit included special items of $2 million for facilities closure and acquisition-related costs, compared to $9 million in the same period last year for DeRidder mill restructuring charges, most of which related to incremental depreciation expense associated with changing the estimated useful lives of mill assets.

### Selling, General, and Administrative Expenses

Selling, general, and administrative expenses were flat at $346 million during the nine months ended September 30, 2016, compared with the same period in 2015. Higher administrative costs corresponding to the TimBar acquisition were offset by lower administrative employee and other costs for the nine months ended September 30, 2016, compared with the same period in 2015.

### Other Income (Expense), Net

Other expense, net, during the nine months ended September 30, 2016 was $15 million, compared with $3 million during the nine months ended September 30, 2015. The nine months ended September 30, 2016 included $5 million of facilities closure costs, $4 million of asset disposal costs, $2 million of acquisition-related costs and $1 million of costs related to our withdrawal from a multiemployer pension plan for one of our corrugated products facilities. The nine months ended September 30, 2015 included $10 million of asset disposal costs and $9 million of integration-related and other costs relating to the Boise acquisition, partially offset by a $7 million gain on the sale of our St. Helens paper mill site, $4 million of income related to the DeRidder restructuring, and $4 million of income from a refundable state tax credit received related to our investments and the jobs retained at our DeRidder mill, among other miscellaneous income and expense items. We discuss these items in more detail in Note 4, Other Income (Expense), Net of the Condensed Notes to Unaudited Quarterly Consolidated Financial Statements in "Part I, Item1. Financial Statements" of this Form 10-Q.

### Income from Operations

Income from operations increased $13 million, or 2.3%, during the nine months ended September 30, 2016, compared with the same period in 2015. The first nine months of 2016 included $11 million of expense from special items, compared with $8 million of expense from special items in the first nine months of 2015. Special items for the nine months ended September 30, 2016 included $7 million of facilities closure costs related to corrugated manufacturing facilities and a paper distribution center, $3 million of TimBar acquisition-related costs, and $1 million related to our withdrawal from a multiemployer pension plan for one of our corrugated products facilities. The nine months ended September 30, 2015 included $5 million of charges related to restructuring the DeRidder mill and $10 million of Boise acquisition integration-related and other costs, partially offset by $7 million gain on the sale of our St. Helens paper mill site. In addition to the net difference resulting from special items of $3 million discussed above, income from operations increased $16 million during the nine months ended September 30, 2016, compared with the same period in 2015. The increase was primarily due to increased corrugated products volumes and lower operating costs, partially offset by lower prices and mix in white paper, containerboard and corrugated products.

*Packaging.* Packaging segment income from operations remained flat at $534 million, during the first nine months of 2016 and 2015. The first nine months of 2016 included higher volume ($10 million), lower freight ($17 million), mill outage ($13 million), energy ($13 million), and fiber ($5 million) costs, offset by lower containerboard and corrugated products prices and mix ($41 million), higher labor costs ($8 million), higher depreciation expense ($3 million), and a 2015 state tax credit related to investments and jobs retained at our DeRidder mill ($4 million). Special items included $5 million of facilities closure costs, $3 million of TimBar acquisition-related costs, and $1 million related to our withdrawal from a multiemployer pension plan for one of our corrugated products facilities in the first nine months of 2016 and $5 million of DeRidder restructuring charges and $3 million of integration-related and other costs relating to the Boise acquisition for the same period in 2015.

*Paper.* Paper segment income from operations increased $6 million to $105 million, compared to the nine months ended September 30, 2015. Excluding special items, which included $2 million of facility closure costs in 2016 and a $7 million gain on the sale of the St. Helens mill site in 2015, segment income increased $15 million. The increase primarily relates to lower costs for fiber ($22 million) and energy ($9 million) in the nine months ended September 30, 2016 compared to the same period in 2015, partially offset by lower pulp volumes ($6 million), lower paper production volumes ($4 million), higher depreciation expense ($2 million), increases in chemical ($2 million) and mill outage costs ($2 million).

### Interest Expense, Net, and Income Taxes

Interest expense, net, was $67 million during the nine months ended September 30, 2016, compared with $63 million during the nine months ended September 30, 2015. The increase in interest expense was primarily due to lower interest rebate income related to one of our term loans ($3 million), higher term loan borrowings for the TimBar acquisition and higher interest rates on PCA's variable rate debt ($1 million) during the nine months ended September 30, 2016 compared to the same period in 2015.

During the nine months ended September 30, 2016, we recorded $181 million of income tax expense, compared with $178 million of expense during the nine months ended September 30, 2015. The effective tax rate for the nine months ended September 30, 2016 and 2015 was 34.8% and 34.9%, respectively.

### Liquidity and Capital Resources

### Sources and Uses of Cash

Our primary sources of liquidity are net cash provided by operating activities and available borrowing capacity under our revolving credit facility. At September 30, 2016 we had $280 million of cash and $325 million of unused borrowing capacity under the revolving credit facility, net of letters of credit. Currently, our primary uses of cash are for operations, capital expenditures, acquisitions, debt service (including voluntary payments of debt), repurchases of common stock, and declared common stock dividends. We believe that net cash generated from operating activities, cash on hand, available borrowings under our revolving credit facility, and available capital through access to capital markets will be adequate to meet our liquidity and capital requirements, including payments of any declared common stock dividends, for the foreseeable future. As our debt or credit facilities become due, we will need to repay, extend, or replace such facilities. Our ability to do so will be subject to future economic conditions and financial, business, and other factors, many of which are beyond our control.

Below is a summary table of our cash flows, followed by a discussion of our sources and uses of cash through operating activities, investing activities, and financing activities (dollars in millions):

| Net cash provided by (used for): | Nine Months Ended September 30 2016 | 2015 | Change |
| --- | ---: | ---: | ---: |
| Operating activities | $588 | $542 | $46 |
| Investing activities | (582) | (203) | (379) |
| Financing activities | 90 | (277) | 367 |
| Net increase in cash and cash equivalents | $96 | $62 | $34 |

### Operating Activities

During the nine months ended September 30, 2016, net cash provided by operating activities was $588 million, compared with $542 million in the same period in 2015, an increase of $46 million. Cash from operations excluding changes in cash used for operating assets and liabilities decreased $28 million, primarily due to higher cash pension plan contributions, partially offset by higher income from operations as discussed above. The remaining $74 million increase from changes in cash used for operating assets and liabilities was primarily due to the following: (a) a decrease in our inventories, primarily in the

Paper segment, related to strong sales in the first nine months of 2016 and less inventory build due to changes in timing of Paper segment mill outages compared to 2015 and (b) an increase in accounts payable in the first nine months of 2016 compared to the same period in 2015. Cash requirements for operating activities are subject to PCA’s operating needs and the timing of collection of receivables and payments of payables and expenses.

### Investing Activities

Net cash used for investing activities during the nine months ended September 30, 2016 increased $379 million, to $582 million, compared with $203 million during the same period in 2015. We spent $188 million for capital investments during the nine months ended September 30, 2016, compared with $218 million during the same period in 2015. In August 2016, we acquired TimBar for a purchase price of $386 million, net of cash acquired. In April of 2015, we received $23 million of cash proceeds for the sale of our Hexacomb corrugated manufacturing operations in Mexico and Europe.

We expect capital investments to be between $250 million and $285 million in 2016, excluding any acquisitions or other strategic activities. These expenditures could increase or decrease as a result of a number of factors, including our financial results, future economic conditions, and our regulatory compliance requirements. We currently estimate capital expenditures to comply with Boiler MACT regulations in 2016 of up to $3 million, and we expect other environmental capital expenditures of about $5 million in 2016. Our estimated environmental expenditures could vary significantly depending upon the enactment of new environmental laws and regulations, including those related to greenhouse gas emissions and industrial boilers. In July 2016, the U.S. Court of Appeals for the District of Columbia Circuit issued a ruling on the consolidated cases challenging Boiler MACT. The court vacated key portions of the rule, including emission limits for certain subcategories of solid fuel boilers, and remanded other issues to the EPA for further rulemaking. At this time we cannot predict with certainty how the recent decision will impact our expected costs to comply with any revised Boiler MACT standards. For additional information, see "Environmental Matters" in "Part II, Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" of our 2015 Annual Report on Form 10-K.

### Financing Activities

During the nine months ended September 30, 2016, net cash used by financing activities changed by $367 million to a source of $90 million, compared with a use of $277 million during the same period in 2015. The change primarily related to proceeds from the issuance of a new $385 million unsecured five-year term loan facility, which PCA fully borrowed to finance its acquisition of TimBar Corporation, partially offset by a higher dividend payment compared with the same period in 2015. In the first nine months of 2016, we paid $157 million of dividends compared with $147 million of dividends paid during the first nine months of 2015. On August 31, 2016 PCA's Board of Directors increased the regular quarterly cash dividend to $0.63 per share from the previous $0.55 per share dividend, beginning with the dividend paid on October 14, 2016. During the nine months ended September 30, 2016, we paid $100 million to repurchase 1,987,187 shares of common stock, compared with $98 million of share repurchases in the same period in 2015. We also withheld shares from vesting equity awards to cover employee tax liabilities of $10 million in the first nine months of 2016, compared with $7 million in the same period of 2015.

As PCA completed share repurchases under its prior authorization, on February 25, 2016 PCA announced that its Board of Directors authorized the repurchase of an additional $200 million of the Company’s outstanding common stock. Repurchases may be made from time to time in open market or privately negotiated transactions in accordance with applicable securities regulations. The timing and amount of repurchases will be determined by the Company in its discretion based on factors such as PCA’s stock price and market and business conditions.

For more information about our debt, see Note 10, Debt, of the Notes to Consolidated Financial Statements in "Part II, Item 8. Financial Statements and Supplementary Data" of our 2015 Annual Report on Form 10-K.

### Contractual Obligations

On August 29, 2016, PCA acquired substantially all of the assets of TimBar Corporation (TimBar), a large independent corrugated products producer, for a cash purchase price of $386 million. Funding for the acquisition came from a new $385 million five-year term loan facility.

On October 11, 2016, we entered into a definitive agreement to acquire substantially all the assets of Columbus Container, Inc., for a cash purchase price of $100 million. Closing is subject to certain customary conditions and is expected in the fourth quarter of 2016.

There have been no other material changes to the contractual obligations table disclosed in Item 7. "Management’s Discussion and Analysis of Financial Condition and Results of Operations" of our 2015 Annual Report on Form 10-K.

### Reconciliations of Non-GAAP Financial Measures to Reported Amounts

Income from operations excluding special items, net income excluding special items, EBITDA, and EBITDA excluding special items are non-GAAP financial measures. Management excludes special items as it believes that these items are not necessarily reflective of the ongoing operations of our business. These measures are presented because they provide a means to evaluate the performance of our segments and our Company on an ongoing basis using the same measures that are used by our management, because these measures assist in providing a meaningful comparison between periods and because these measures are frequently used by investors and other interested parties in the evaluation of companies and the performance of their segments. Any analysis of non-GAAP financial measures should be done in conjunction with results presented in accordance with GAAP. The non-GAAP measures are not intended to be substitutes for GAAP financial measures and should not be used as such. Reconciliations of the non-GAAP measures to the most comparable measure reported in accordance with GAAP for the three and nine months ended September 30, 2016 and 2015 follow (dollars in millions):

|  | Three Months Ended September 30 2016 Income before Taxes | Income Taxes | Net Income | 2015 Income before Taxes | Income Taxes | Net Income |
| --- | ---: | ---: | ---: | ---: | ---: | ---: |
| As reported in accordance with GAAP | $183.0 | $(63.7) | $119.3 | $197.7 | $(69.9) | $127.8 |
| Special items: |  |  |  |  |  |  |
| Facilities closure costs (a) | 2.0 | (0.6) | 1.4 | — | — | — |
| Acquisition-related costs (b) | 2.9 | (1.0) | 1.9 | — | — | — |
| DeRidder restructuring (d) | — | — | — | (3.8) | 1.5 | (2.3) |
| Integration-related and other costs (e) | — | — | — | 2.4 | (0.7) | 1.7 |
| Sale of St. Helens paper mill site (f) | — | — | — | (6.7) | 2.3 | (4.4) |
| Total special items | 4.9 | (1.6) | 3.3 | (8.1) | 3.1 | (5.0) |
| Excluding special items | $187.9 | $(65.3) | $122.6 | $189.6 | $(66.8) | $122.8 |

|  | Nine Months Ended September 30 2016 Income before Taxes | Income Taxes | Net Income | 2015 Income before Taxes | Income Taxes | Net Income |
| --- | ---: | ---: | ---: | ---: | ---: | ---: |
| As reported in accordance with GAAP | $519.9 | $(181.0) | $338.9 | $510.9 | $(178.3) | $332.6 |
| Special items: |  |  |  |  |  |  |
| Facilities closure costs (a) | 6.5 | (2.2) | 4.3 | — | — | — |
| Acquisition-related costs (b) | 3.2 | (1.1) | 2.1 | — | — | — |
| Multiemployer pension plan withdrawal (c) | 0.9 | (0.3) | 0.6 | — | — | — |
| DeRidder restructuring (d) | — | — | — | 5.4 | (1.8) | 3.6 |
| Integration-related and other costs (e) | — | — | — | 9.6 | (3.3) | 6.3 |
| Sale of St. Helens paper mill site (f) | — | — | — | (6.7) | 2.3 | (4.4) |
| Total special items | 10.6 | (3.6) | 7.0 | 8.3 | (2.8) | 5.5 |
| Excluding special items | $530.5 | $(184.6) | $345.9 | $519.2 | $(181.1) | $338.1 |

27

(a) The three and nine months ended September 30, 2016 include closure costs related to corrugated products facilities and a paper products facility. The closure costs are recorded within "Other expense, net" and "Cost of sales", as appropriate.

(b) The three and nine months ended September 30, 2016 include acquisition-related costs for the TimBar Corporation acquisition, which we recorded in "Other expense, net" and "Cost of sales", as appropriate.

(c) The nine months ended September 30, 2016 include costs related to our withdrawal from a multiemployer pension plan for one of our corrugated products facilities. The costs are recorded in "Other expense, net".

(d) The three and nine months ended September 30, 2015 include restructuring charges at our mill in DeRidder, Louisiana. The restructuring charges primarily related to accelerated depreciation and were mostly recorded in "Cost of sales".

(e) The three and nine months ended September 30, 2015 include Boise acquisition integration-related and other costs, mostly recorded in "Other income (expense), net". These costs primarily relate to professional fees, severance, retention, relocation, travel, and other integration-related costs.

(f) In September 2015, we sold the remaining land, buildings, and equipment at our paper mill site in St. Helens, Oregon, where we ceased paper production in December 2012. We recorded the gain on the sale in "Other income (expense), net".

The following table reconciles net income to EBITDA and EBITDA excluding special items for the periods indicated (dollars in millions):

|  | Three Months Ended September 30 2016 | 2015 | Nine Months Ended September 30 2016 | 2015 |
| --- | ---: | ---: | ---: | ---: |
| Net income | $119.3 | $127.8 | $338.9 | $332.6 |
| Interest expense, net | 23.4 | 21.7 | 67.5 | 63.2 |
| Income tax provision | 63.7 | 69.9 | 181.0 | 178.3 |
| Depreciation, amortization, and depletion | 88.0 | 87.7 | 264.3 | 267.9 |
| EBITDA | $294.4 | $307.1 | $851.7 | $842.0 |
| Special items: |  |  |  |  |
| Facilities closure costs | 1.6 | — | 5.7 | — |
| Acquisition-related costs | 2.9 | — | 3.2 | — |
| Multiemployer pension plan withdrawal | — | — | 0.9 | — |
| DeRidder restructuring | — | (3.8) | — | (3.6) |
| Integration-related and other costs | — | 2.4 | — | 9.6 |
| Sale of St. Helens paper mill site | — | (6.7) | — | (6.7) |
| EBITDA excluding special items | $298.9 | $299.0 | $861.5 | $841.3 |

28

The following table reconciles segment income (loss) to EBITDA and EBITDA excluding special items (dollars in millions):

| Packaging | Three Months Ended September 30 2016 | 2015 | Nine Months Ended September 30 2016 | 2015 |
| --- | ---: | ---: | ---: | ---: |
| Segment income | $179.6 | $198.2 | $533.5 | $533.9 |
| Depreciation, amortization, and depletion | 72.0 | 73.5 | 217.3 | 224.2 |
| EBITDA | 251.6 | 271.7 | 750.8 | 758.1 |
| Facilities closure costs | 1.5 | — | 4.8 | — |
| Acquisition-related costs | 2.9 | — | 2.9 | — |
| Multiemployer pension plan withdrawal | — | — | 0.9 | — |
| DeRidder restructuring | — | (3.8) | — | (3.6) |
| Integration-related and other costs | — | — | — | 2.7 |
| EBITDA excluding special items | **$256.0** | **$267.9** | **$759.4** | **$757.2** |
| **Paper** |  |  |  |  |
| Segment income | $44.5 | $39.5 | $105.0 | $98.6 |
| Depreciation, amortization, and depletion | 14.7 | 13.3 | 43.2 | 40.6 |
| EBITDA | 59.2 | 52.8 | 148.2 | 139.2 |
| Facilities closure costs | 0.1 | — | 0.9 | — |
| Sale of St. Helens paper mill site | — | (6.7) | — | (6.7) |
| EBITDA excluding special items | **$59.3** | **$46.1** | **$149.1** | **$132.5** |
| **Corporate and Other** |  |  |  |  |
| Segment loss | $(17.7) | $(18.3) | $(51.1) | $(58.4) |
| Depreciation, amortization, and depletion | 1.3 | 0.9 | 3.8 | 3.1 |
| EBITDA | (16.4) | (17.4) | (47.3) | (55.3) |
| Acquisition-related costs | — | — | 0.3 | — |
| Integration-related and other costs | — | 2.4 | — | 6.9 |
| EBITDA excluding special items | **$(16.4)** | **$(15.0)** | **$(47.0)** | **$(48.4)** |
| **EBITDA excluding special items** | **$298.9** | **$299.0** | **$861.5** | **$841.3** |

### Market Risk and Risk Management Policies

PCA is exposed to the impact of interest rate changes and changes in the market value of its financial instruments. We periodically enter into derivatives to minimize these risks, but not for trading purposes. At September 30, 2016 we had no derivative instruments outstanding. For a discussion of derivatives and hedging activities, see Note 14, Derivative Instruments and Hedging Activities, of the Notes to Consolidated Financial Statements in "Part II, Item 8. Financial Statements and Supplementary Data" of our 2015 Annual Report on Form 10-K.

The interest rates on approximately 62% of PCA’s debt are fixed. A one percent increase in interest rates related to variable-rate debt would have resulted in an increase in interest expense and a corresponding decrease in income before taxes of approximately $10 million annually.

### Off-Balance-Sheet Activities

The Company does not have any off-balance sheet arrangements as of September 30, 2016.

### Environmental Matters

Except as described below, there have been no material changes to the disclosure set forth in Item 7. "Management’s Discussion and Analysis of Financial Condition and Results of Operations - Environmental Matters" filed with our 2015 Annual Report on Form 10-K. In July 2016, the U.S. Court of Appeals for the District of Columbia Circuit issued a ruling on the consolidated cases challenging Boiler MACT. The court vacated key portions of the rule, including emission limits for certain subcategories of solid fuel boilers, and remanded other issues to the EPA for further rulemaking. At this time, we cannot predict with certainty how the recent decision will impact our expected costs to comply with any revised Boiler MACT standards.

### Critical Accounting Policies and Estimates

Management’s discussion and analysis of financial condition and results of operations are based upon the Company’s consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosures of contingent assets and liabilities. On an ongoing basis, PCA evaluates its estimates, including those related to pensions and other postretirement benefits, goodwill and intangible assets, long-lived asset impairment, and income taxes, among others. PCA bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

PCA has included in its 2015 Annual Report on Form 10-K a discussion of its critical accounting policies and estimates which require management's most difficult, subjective, or complex judgments used in the preparation of its consolidated financial statements. PCA has not had any changes to these critical accounting estimates during the first nine months of 2016.

### New and Recently Adopted Accounting Standards

For a listing of our new and recently adopted accounting standards, see Note 17, New and Recently Adopted Accounting Standards, of the Condensed Notes to Unaudited Quarterly Consolidated Financial Statements in "Part I, Item 1. Financial Statements" of this Form 10-Q.

### Forward-Looking Statements

Some of the statements in this Quarterly Report on Form 10-Q, and in particular, statements found in this Management’s Discussion and Analysis of Financial Condition and Results of Operations, that are not historical in nature are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are often identified by the words "will," "should," "anticipate," "believe," "expect," "intend," "estimate," "hope," or similar expressions. These statements reflect management’s current views with respect to future events and are subject to risks and uncertainties. There are important factors that could cause actual results to differ materially from those in forward-looking statements, many of which are beyond our control. These factors, risks and uncertainties include the following:

- the impact of general economic conditions;
- the impact of acquired businesses and risks and uncertainties regarding operation, expected benefits and integration of such businesses;
- containerboard, corrugated products, and white paper general industry conditions, including competition, product demand, product pricing, and input costs;
- fluctuations in wood fiber and recycled fiber costs;
- fluctuations in purchased energy costs;
- the possibility of unplanned outages or interruptions at our principal facilities; and
- legislative or regulatory actions or requirements, particularly concerning environmental or tax matters.

Our actual results, performance or achievement could differ materially from those expressed in, or implied by, these forward-looking statements, and accordingly, we can give no assurances that any of the events anticipated by the forward-looking statements will transpire or occur, or if any of them do occur, what impact they will have on our results of operations or financial condition. Given these uncertainties, investors are cautioned not to place undue reliance on these forward-looking statements. We expressly disclaim any obligation to publicly revise any forward-looking statements that have been made to reflect the occurrence of events after the date hereof. For a discussion of other factors, risks and uncertainties that may affect our business, see Item 1A. Risk Factors included in our Annual Report on Form 10-K for the year ended December 31, 2015.

## Market risk

As filed, 238 characters.

For a discussion of market risks related to PCA, see Part I, Item 2, "Management’s Discussion and Analysis of Financial Condition and Results of Operations - Market Risk and Risk Management Policies" in this Quarterly Report on Form 10-Q.

## Controls and procedures

As filed, 2,588 characters.

PCA maintains disclosure controls and procedures (as defined in Rule 13a-15(e) of the Securities Exchange Act of 1934) that are designed to provide reasonable assurance that information required to be disclosed in PCA’s filings under the Securities Exchange Act is recorded, processed, summarized and reported within the periods specified in the rules and forms of the SEC and that such information is accumulated and communicated to PCA’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

Prior to filing this report, PCA completed an evaluation under the supervision and with the participation of PCA’s management, including PCA’s Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of PCA’s disclosure controls and procedures as of September 30, 2016. The evaluation of PCA’s disclosure controls and procedures included a review of the controls’ objectives and design, PCA’s implementation of the controls, and the effect of the controls on the information generated for use in this report. Based on this evaluation, PCA’s Chief Executive Officer and Chief Financial Officer concluded that PCA’s disclosure controls and procedures were effective at the reasonable assurance level as of September 30, 2016.

### Changes in Internal Control over Financial Reporting

On August 29, 2016, PCA acquired TimBar Corporation ("Timbar"). We are currently in the process of evaluating and integrating Timbar’s controls over financial reporting which may result in changes or additions to PCA’s internal control over financial reporting. Under guidelines established by the SEC, companies are permitted to exclude acquisitions from their assessment of internal control over financial reporting during the first year of an acquisition while integrating the acquired company. We expect to exclude TimBar from the assessment of internal control over financial reporting at December 31, 2016. Except as may relate to the TimBar acquisition, there were no other changes in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that occurred during the quarter ended September 30, 2016 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. As of and for the quarter ended September 30, 2016, TimBar accounted for approximately 6% of the Company's consolidated total assets and 2% of consolidated sales.

### PART II

### OTHER INFORMATION

## Risk factors

As filed, 172 characters.

There have been no material changes to the risk factors disclosed in "Part I, Item 1A. Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2015.

Filed Nov 4, 2016.
Source: SEC EDGAR, the filing index for accession 0000075677-16-000043. Last ingested by Listed: Nov 5, 2026, 13:32 ET. No prices; not investment advice.