# Packaging Corp of America: Form 10-Q for the period ended Mar 31, 2018

- Company: [Packaging Corp of America](/companies/pkg.md) (CIK 75677)
- Form: 10-Q
- Filed: 2018-05-09
- Accepted by EDGAR: May 9, 2018, 10:29 ET
- Period: 2018-03-31
- Accession: 0001564590-18-012154
- Inline XBRL: yes
- Main document: https://www.sec.gov/Archives/edgar/data/75677/000156459018012154/pkg-10q_20180331.htm
- All documents and exhibits: https://www.sec.gov/Archives/edgar/data/75677/000156459018012154/

## Figures reported in this filing

Standardized XBRL line items for the period ended 2018-03-31.

| Line item | Period | Value | XBRL concept |
| --- | --- | ---: | --- |
| Revenue | 3 months, 2018-01-01 to 2018-03-31 | $1.69bn | us-gaap:RevenueFromContractWithCustomerExcludingAssessedTax |
| Gross profit | 3 months, 2018-01-01 to 2018-03-31 | $356.1m | us-gaap:GrossProfit |
| Selling, general and administrative | 3 months, 2018-01-01 to 2018-03-31 | $134.9m | us-gaap:SellingGeneralAndAdministrativeExpense |
| Operating income | 3 months, 2018-01-01 to 2018-03-31 | $212.9m | us-gaap:OperatingIncomeLoss |
| Income tax | 3 months, 2018-01-01 to 2018-03-31 | $46.5m | us-gaap:IncomeTaxExpenseBenefit |
| Net income | 3 months, 2018-01-01 to 2018-03-31 | $140.1m | us-gaap:NetIncomeLoss |
| Diluted EPS | 3 months, 2018-01-01 to 2018-03-31 | $1.48 | us-gaap:EarningsPerShareDiluted |
| Basic EPS | 3 months, 2018-01-01 to 2018-03-31 | $1.48 | us-gaap:EarningsPerShareBasic |
| Diluted shares (weighted) | 3 months, 2018-01-01 to 2018-03-31 | 93,800,000 shares | us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding |
| Operating cash flow | 3 months, 2018-01-01 to 2018-03-31 | $202.5m | us-gaap:NetCashProvidedByUsedInOperatingActivities |
| Capital expenditure | 3 months, 2018-01-01 to 2018-03-31 | $108.0m | us-gaap:PaymentsToAcquirePropertyPlantAndEquipment |
| Dividends paid | 3 months, 2018-01-01 to 2018-03-31 | $59.4m | us-gaap:PaymentsOfDividendsCommonStock |
| Cash and equivalents | at 2018-03-31 | $102.4m | us-gaap:CashAndCashEquivalentsAtCarryingValue |
| Current assets | at 2018-03-31 | $1.83bn | us-gaap:AssetsCurrent |
| Total assets | at 2018-03-31 | $6.14bn | us-gaap:Assets |
| Current liabilities | at 2018-03-31 | $673.6m | us-gaap:LiabilitiesCurrent |
| Long-term debt | at 2018-03-31 | $2.48bn | us-gaap:LongTermDebtNoncurrent |
| Current portion of debt | at 2018-03-31 | $0 | us-gaap:LongTermDebtCurrent |
| Shareholders' equity | at 2018-03-31 | $2.27bn | us-gaap:StockholdersEquity |

## Management's discussion and analysis

As filed, 36,109 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 statements that are not historical in nature, 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 2017 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 products and the third largest producer of uncoated freesheet paper in North America. We operate five containerboard mills, three paper mills, and 94 corrugated products manufacturing plants. Our containerboard mills produce linerboard and corrugating medium, which are papers primarily used in the production of corrugated products. 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 are headquartered in Lake Forest, Illinois and 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 2017 Annual Report on Form 10-K.

### Executive Summary

First quarter net sales were $1.69 billion in 2018 and $1.54 billion in 2017. We reported $140 million of net income, or $1.48 per diluted share, during the first quarter of 2018, compared to $117 million, or $1.24 per diluted share, during the same period in 2017. Net income included $7 million of expense for special items (discussed below) in the first quarter of 2018, compared to $2 million in 2017. Excluding special items, we recorded $147 million of net income, or $1.55 per diluted share, during the first quarter of 2018, compared to $120 million, or $1.27 per diluted share, in the first quarter of 2017. The increase was driven primarily by higher prices and mix and volumes in our Packaging segment, higher volumes in our Paper segment, and a favorable tax rate resulting from Tax Reform changes. These items were partially offset by lower prices and mix in our Paper segment, higher operating and converting costs, higher freight and annual outage expenses, and higher depreciation and interest expense. For additional detail on special items included in reported GAAP results, see “Item 2. Reconciliations of Non-GAAP Financial Measures to Reported Amounts.”

Packaging segment income from operations was $225 million in the first quarter of 2018, compared to $193 million in the first quarter of 2017. Packaging segment earnings before interest, taxes, depreciation, amortization, and depletion (EBITDA) excluding special items was $308 million in the first quarter of 2018 compared to $274 million in the first quarter of 2017. The increase was due to higher containerboard and corrugated products prices and mix and sales and production volumes driven by strong demand, partially offset by higher operating costs, and higher annual outage, freight, and depreciation expenses.

Paper segment income from operations was $7 million in the first quarter of 2018, which includes $9 million of Wallula mill restructuring charges, compared to income of $28 million in the first quarter of 2017. Paper segment EBITDA excluding special items was $31 million in the first quarter of 2018, compared to $42 million in the first quarter of 2017. The decrease was due to lower prices and mix, higher input and operating costs, and higher depreciation expense, partially offset by higher sales volumes.

During the third quarter of 2017, the Company announced that it will discontinue production of uncoated freesheet and coated one-side grades at its Wallula, Washington mill in the second quarter of 2018 to begin the conversion of the No. 3 paper machine to a 400,000 ton-per-year virgin kraft linerboard machine. The Company incurred charges in the Paper segment relating to these activities during the first quarter of 2018 as described below under “Special Items and Earnings per Diluted Share, Excluding Special Items,” and will incur future charges. The total capital cost of the conversion is expected to be approximately $150 million.

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

A reconciliation of reported earnings per diluted share to earnings per share, excluding special items, for the three months ended March 31, 2018 and 2017 are as follows:

|  | Three Months Ended March 31, 2018 | 2017 |
| --- | ---: | ---: |
| Earnings per diluted share, as reported | $1.48 | $1.24 |
| Special items: |  |  |
| Wallula mill restructuring (a) | 0.07 | — |
| DeRidder mill incident (b) | — | 0.03 |
| Facilities closure, integration-related, and other costs (c) | — | 0.01 |
| Hexacomb working capital adjustment (d) | — | (0.01) |
| Total special items | 0.07 | 0.03 |
| Earnings per diluted share, excluding special items | $1.55 | $1.27 |

(a) For 2018, includes $8.8 million of charges related to our determination to discontinue production of uncoated free sheet and coated one-side grades at the Wallula, Washington mill in the second quarter of 2018 and convert the No. 3 paper machine to a high-performance 100% virgin kraft linerboard machine.

(b) Includes $5.0 million of costs for the property damage and business interruption insurance deductible corresponding to the February 2017 explosion at our DeRidder, Louisiana mill.

(c) For 2018, includes $0.3 of charges consisting of closure costs related to corrugated products facilities and a corporate administration facility. For 2017, includes $0.8 million of closure costs related to corrugated products facilities, integration costs related to the TimBar Corporation and Columbus Container Inc. acquisitions, and a lump sum settlement of a multiemployer pension plan withdrawal liability for one of our corrugated products facilities.

(d) Includes $2.3 million of income related to a working capital adjustment from the April 2015 sale of our Hexacomb corrugated manufacturing operations in Europe and Mexico.

Included in this Item 2 are various non-GAAP financial measures, including diluted EPS excluding special items, segment income excluding special items and EBITDA excluding 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 North American industry-wide corrugated products shipments with one less working day increased 1.0%, and shipments per day were up 2.6% during the first quarter of 2018 compared to the same quarter in 2017. Reported industry containerboard production increased 0.5% compared to the first quarter of 2017. Reported industry containerboard inventories at the end of the first quarter of 2018 were approximately 2.4 million tons, up slightly compared to the same period in 2017; however, weeks of supply decreased to 3.8 from 3.9. Reported containerboard export shipments were down 6.7% compared to the first quarter of 2017. During March 2018, trade publications reported a $50 per ton price increase on domestic linerboard and corrugating medium.

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 North American uncoated freesheet paper shipments were flat in the first quarter of 2018, compared to the same quarter in 2017. Average prices reported by a trade publication for cut size office papers were higher by $18 per ton, or 1.9%, in the first quarter of 2018, compared to the first quarter of 2017.

### Outlook

Looking ahead to the second quarter of 2018, we expect continued strong demand in our Packaging segment to result in higher corrugated products and containerboard shipments, and we will continue to implement our previously announced Packaging segment price increases. In our Paper segment, we expect volumes to be lower as we begin the conversion of the No. 3 machine in Wallula from paper to linerboard, and we will continue implementing the previously announced paper price increases. We also anticipate continued price inflation in chemical and freight costs, incremental wage pressure with a tighter labor market, but slightly lower recycled fiber costs and improving energy costs as we move into seasonally milder weather. Scheduled maintenance outage costs should move lower, and we expect a slightly lower tax rate as well. Considering these items, we expect second quarter earnings, excluding special items, to be higher than first quarter 2018.

### Results of Operations

### Three Months Ended March 31, 2018, compared to Three Months Ended March 31, 2017

The historical results of operations of PCA for the three months ended March 31, 2018 and 2017 are set forth below (dollars in millions):

|  | Three Months Ended March 31, 2018 | 2017 |  | Change |
| --- | ---: | ---: | --- | ---: |
| Packaging | $1,402.9 | $1,257.0 |  | $145.9 |
| Paper | 269.4 | 259.2 |  | 10.2 |
| Corporate and Other | 53.6 | 54.2 |  | (0.6) |
| Intersegment eliminations | (35.3) | (33.9) |  | (1.4) |
| Net sales | $1,690.6 | $1,536.5 |  | $154.1 |
| Packaging | $224.7 | $192.5 | (b) | $32.2 |
| Paper | 7.2 | 27.9 | (b) | (20.7) |
| Corporate and Other | (19.0) | (17.0) | (b) | (2.0) |
| Income from operations | $212.9 | $203.4 |  | $9.5 |
| Interest expense, net and other | (26.3) | (24.3) | (b) | (2.0) |
| Income before taxes | 186.6 | 179.1 |  | 7.5 |
| Income tax provision | (46.5) | (61.7) |  | 15.2 |
| Net income | $140.1 | $117.4 |  | $22.7 |
| Non-GAAP Measures (a) |  |  |  |  |
| Net income excluding special items | $146.9 | $119.6 |  | $27.3 |
| Consolidated EBITDA | 321.0 | 295.9 | (b) | 25.1 |
| Consolidated EBITDA excluding special items | 321.8 | 299.4 | (b) | 22.4 |
| Packaging EBITDA | 307.8 | 269.7 | (b) | 38.1 |
| Packaging EBITDA excluding special items | 307.9 | 273.9 | (b) | 34.0 |
| Paper EBITDA | 30.6 | 41.9 | (b) | (11.3) |
| Paper EBITDA excluding special items | 31.3 | 41.9 | (b) | (10.6) |

(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.

(b) Effective January 1, 2018, the Company adopted ASU 2017-07, Compensation: Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost and applied this standard retrospectively to the prior period reflected herein. See Note 2, New and Recently Adopted Accounting Standards and Note 18, Segment Information, for more information.

### Net Sales

Net sales increased $154 million, or 10.0%, to $1,691 million during the three months ended March 31, 2018, compared to $1,537 million during the same period in 2017.

*Packaging.* Net sales increased $146 million, or 11.6%, to $1,403 million, compared to $1,257 million in the first quarter of 2017 due to increased containerboard and corrugated products volume ($84 million) and higher domestic and export containerboard and corrugated products prices and mix ($62 million). In the first quarter of 2018, our domestic containerboard prices increased 8.0%, and export prices increased 27.5%, compared to the same period in 2017. In the first quarter of 2018, containerboard outside shipments increased 15.1%, and total corrugated products shipments were up 6.0%, compared to the first quarter of 2017. Prices reported by trade publications increased by $50 per ton for linerboard and corrugating medium during March 2018.

*Paper.* Net sales during the three months ended March 31, 2018 increased $10 million, or 3.9%, to $269 million, compared to $259 million in the first quarter of 2017, due to increased volume ($16 million), partially offset by unfavorable changes in prices and mix ($6 million).

### Gross Profit

Gross profit increased $18 million during the three months ended March 31, 2018, compared to the same period in 2017. The increase was driven primarily by higher containerboard and corrugated products prices and mix and sales and production volumes, and higher Paper segment volumes, partially offset by lower Paper segment prices and mix, and higher operating costs. In the three months ended March 31, 2018, gross profit included special items of $8 million related to the conversion of the No. 3 machine at the Wallula Mill; there were no special items impacting gross profit in the same period last year.

### Selling, General, and Administrative Expenses

Selling, general, and administrative expenses (“SG&A”) increased $7 million during the three months ended March 31, 2018, compared to the same period in 2017. The increase was primarily due to employee salaries and fringes ($5 million), the Sacramento Container acquisition ($3 million), and various other administrative expenses individually insignificant ($5 million). These increases were partially offset by certain expenses that were previously recorded in SG&A for the first quarter of 2017 which are now recorded in cost of sales for the first quarter 2018 ($6 million). Effective January 1, 2018, the Company adopted ASU 2014-09 (Topic 606): *Revenue from Contracts with Customers* using the modified retrospective method. The new standard provides additional clarity concerning contract fulfillment costs, which resulted in certain costs being classified as cost of sales rather than SG&A for 2018.

### Other Income (Expense), Net

Other income (expense), net, for the three months ended March 31, 2018 and 2017 are set forth below (dollars in millions):

|  | Three Months Ended March 31, 2018 | 2017 |
| --- | ---: | ---: |
| Asset disposals and write-offs | $(5.1) | $(2.3) |
| Wallula mill restructuring | (0.7) | — |
| Facilities closure, integration-related, and other costs | (0.1) | (0.8) |
| DeRidder mill incident | — | (5.0) |
| Hexacomb working capital adjustment | — | 2.3 |
| Other | (2.4) | (1.2) |
| Total | $(8.3) | $(7.0) |

We discuss these items in more detail in Note 6, 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 $10 million, or 4.7%, during the three months ended March 31, 2018, compared to the same period in 2017. The first quarter of 2018 included $9 million of expense for special items related to the conversion of the Wallula No. 3 paper machine. First quarter 2017 included $4 million of special items including expense of $5 million for the property damage and business interruption insurance deductible related to the DeRidder mill incident, $1 million related to facility closures, a lump sum settlement payment of a multiemployer pension plan withdrawal liability, and integration related costs, and $2 million of income related to a working capital adjustment from the April 2015 sale of our Hexacomb corrugated manufacturing operations in Europe and Mexico.

*Packaging.* Packaging segment income from operations increased $32 million to $225 million, compared to $193 million during the three months ended March 31, 2017. The increase related primarily to higher containerboard and corrugated products prices and mix ($56 million), higher containerboard and corrugated products sales and production volumes ($28 million), and lower recycled fiber costs ($5 million), partially offset by higher operating and converting costs ($31 million), higher annual outage expense ($21 million), higher freight expense ($6 million), and higher depreciation expense ($3 million). There were an insignificant amount of special items in the Packaging segment in the first three months of 2018. Special items for the first quarter 2017 included an expense of $5 million for the property damage and business interruption insurance deductible related to DeRidder mill incident, $1 million related to facility closures, a lump sum settlement payment of a multiemployer pension plan withdrawal liability, and integration related costs, and $2 million of income related to a working capital adjustment from the April 2015 sale of our Hexacomb corrugated manufacturing operations in Europe and Mexico.

*Paper.* Paper segment income from operations decreased $21 million to $7 million, compared to income of $28 million during the three months ended March 31, 2017. The decrease primarily related to lower prices and mix ($7 million), higher input and operating costs ($10 million), higher freight ($3 million) and depreciation expense ($1 million), partially offset by higher volumes ($3 million) and lower annual outage expense ($5 million). Special items during the first quarter of 2018 included expense of $9 million related to the conversion of the Wallula No. 3 machine to virgin kraft linerboard. There were no special items in the same period of 2017.

### Interest Expense and Income Taxes

Interest expense, net, and other increased $2 million during the three months ended March 31, 2018, compared to the same period in 2017. The increase in interest expense was primarily due to interest on the new notes related to the December 2017 refinancing, partially offset by no term loan interest as these were repaid in December 2017.

During the three months ended March 31, 2018, we recorded $47 million of income tax expense, compared to $62 million of expense during the three months ended March 31, 2017. The effective tax rate for the three months ended March 31, 2018 and 2017 was 24.9% and 34.5%, respectively. The decrease in our effective tax rate was primarily due to federal tax reform as a result of H.R. 1 (P.L. 115-97), originally known as the “Tax Cuts and Jobs Act”, which the President signed into law on December 22, 2017.

### 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 March 31, 2018, we had $102 million of cash and $327 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, 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): | Three Months Ended March 31, 2018 | 2017 | Change |
| --- | ---: | ---: | ---: |
| Operating activities | $202.5 | $164.1 | $38.4 |
| Investing activities | (107.2) | (57.8) | (49.4) |
| Financing activities | (209.8) | (91.6) | (118.2) |
| Net increase (decrease) in cash and cash equivalents | $(114.5) | $14.7 | $(129.2) |

### Operating Activities

Our operating cash flow is primarily driven by our earnings and changes in operating assets and liabilities, such as accounts receivable, inventories, accounts payable and other accrued liabilities, as well as factors described below. 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.

During the three months ended March 31, 2018, net cash provided by operating activities was $202 million, compared to $164 million in the same period in 2017, an increase of $38 million. Cash from operations excluding changes in cash used for operating assets and liabilities increased $46 million, primarily due to higher income from operations as discussed above. Cash decreased by $8 million due to changes in operating assets and liabilities. The decrease was primarily due to the following: (a) a decrease in in accounts payable levels related to the timing of payments in the first quarter, and (b) a smaller increase in taxes payable primarily due to a lower federal tax rate beginning in 2018 as a result of tax reform. These changes were partially offset by the following: (a) a smaller increase to accounts receivable primarily related to the timing of collections, as well as the receipt of the DeRidder insurance proceeds in the first quarter of 2018, and (b) a smaller increase in inventory related to higher sales volumes in the Paper segment in the first quarter of 2018.

### Investing Activities

We used $107 million for investing activities during the three months ended March 31, 2018 compared to $58 million during the same period in 2017. We spent $108 million for internal capital investments during the three months ended March 31, 2018, compared to $58 million during the same period in 2017.

We expect capital investments in 2018 to be between $440 million and $460 million, including $134 million for the Wallula No. 3 paper machine conversion to kraft linerboard. These expenditures could increase or decrease as a result of a number of factors, including our financial results, strategic opportunities, future economic conditions, and our regulatory compliance requirements. We currently estimate capital expenditures to comply with environmental regulations will be about $8 million in 2018. 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. 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 2017 Annual Report on Form 10-K.

### Financing Activities

During the three months ended March 31, 2018, net cash used for financing activities was $210 million, compared to $92 million during the same period in 2017. The increase primarily relates to the $150 million repayment of our 6.5% senior notes that were due March 2018. During the comparable period in 2017, we made $32 million of principal payments on long-term variable rate debt and capital leases.

For more information about our debt, see Note 9, Debt, of the Notes to Consolidated Financial Statements in “Part II, Item 8. Financial Statements and Supplementary Data” of our 2017 Annual Report on Form 10-K.

### Contractual Obligations

There have been no 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 2017 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 months ended March 31, 2018 and 2017 follow (dollars in millions):

|  | Three Months Ended March 31, 2018 Income before Taxes | Income Taxes | Net Income | 2017 Income before Taxes | Income Taxes | Net Income |
| --- | ---: | ---: | ---: | ---: | ---: | ---: |
| As reported in accordance with GAAP | $186.6 | $(46.5) | $140.1 | $179.1 | $(61.7) | $117.4 |
| Special items: |  |  |  |  |  |  |
| Facilities closure, integration-related, and other costs (a)(b) | 0.3 | (0.1) | 0.2 | 0.8 | (0.3) | 0.5 |
| Wallula mill restructuring (a) | 8.8 | (2.2) | 6.6 | — | — | — |
| DeRidder mill incident (b) | — | — | — | 5.0 | (1.9) | 3.1 |
| Hexacomb working capital adjustment (b) | — | — | — | (2.3) | 0.9 | (1.4) |
| Total special items | 9.1 | (2.3) | 6.8 | 3.5 | (1.3) | 2.2 |
| Excluding special items | $195.7 | $(48.8) | $146.9 | $182.6 | $(63.0) | $119.6 |

(a) The three months ended March 31, 2018 include the following:

1\. $0.3 million of charges consisting of closure costs related to corrugated products facilities and a corporate administration facility.

2\. $8.8 million of charges related to the announced second quarter 2018 discontinuation of uncoated free sheet and coated one-side grades at the Wallula, Washington mill in preparation for the conversion of the No. 3 paper machine to a high-performance 100% virgin kraft linerboard machine.

(b) The three months ended March 31, 2017 include the following:

1\. $0.8 million of charges consisting of closure costs related to corrugated products facilities, integration costs related to the TimBar Corporation and Columbus Container Inc. acquisitions, and costs related to a lump sum settlement payment of a multiemployer pension plan withdrawal liability for one of our corrugated products facilities.

2\. $5.0 million of costs for the property damage and business interruption insurance deductible corresponding to the February 2017 explosion at our DeRidder, Louisiana mill.

3\. $2.3 million of income related to a working capital adjustment from the April 2015 sale of our Hexacomb corrugated manufacturing operations in Europe and Mexico.

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

|  | Three Months Ended March 31, 2018 | 2017 |
| --- | ---: | ---: |
| Net income | $140.1 | $117.4 |
| Interest expense, net and other | 26.3 | 24.3 |
| Income tax provision | 46.5 | 61.7 |
| Depreciation, amortization, and depletion | 108.1 | 92.5 |
| EBITDA | $321.0 | $295.9 |
| Special items: |  |  |
| Facilities closure, integration-related, and other costs | 0.1 | 0.8 |
| Wallula mill restructuring | 0.7 | — |
| DeRidder mill incident | — | 5.0 |
| Hexacomb working capital adjustment | — | (2.3) |
| Total special items | 0.8 | 3.5 |
| EBITDA excluding special items | $321.8 | $299.4 |

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

| Packaging | Three Months Ended March 31, 2018 | 2017 |
| --- | ---: | ---: |
| Segment income | $224.7 | $192.5 |
| Depreciation, amortization, and depletion | 83.1 | $77.2 |
| EBITDA | 307.8 | 269.7 |
| Facilities closure, integration-related, and other costs | 0.1 | 0.8 |
| DeRidder mill incident | — | 5.0 |
| Hexacomb working capital adjustment | — | (1.6) |
| EBITDA excluding special items | **$307.9** | **$273.9** |
| **Paper** |  |  |
| Segment income | $7.2 | $27.9 |
| Depreciation, amortization, and depletion | 23.4 | 14.0 |
| EBITDA | 30.6 | 41.9 |
| Wallula mill restructuring | 0.7 | — |
| EBITDA excluding special items | **$31.3** | **$41.9** |
| **Corporate and Other** |  |  |
| Segment loss | $(19.0) | $(17.0) |
| Depreciation, amortization, and depletion | 1.6 | 1.3 |
| EBITDA | (17.4) | (15.7) |
| Hexacomb working capital adjustment | — | (0.7) |
| EBITDA excluding special items | **$(17.4)** | **$(16.4)** |
| **EBITDA** | **$321.0** | **$295.9** |
| **EBITDA excluding special items** | **$321.8** | **$299.4** |

### 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. We were not a party to any derivatives-based arrangements at March 31, 2018. For a discussion of derivatives and hedging activities, see Note 13, Derivative Instruments and Hedging Activities, of the Notes to Consolidated Financial Statements in “Part II, Item 8. Financial Statements and Supplementary Data” of our 2017 Annual Report on Form 10-K.

At March 31, 2018 interest rates on 100% of PCA’s outstanding debt are fixed.

### Off-Balance-Sheet Activities

The Company does not have any off-balance sheet arrangements as of March 31, 2018.

### Environmental Matters

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 2017 Annual Report on Form 10-K.

### 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 business combinations, pensions and other postretirement benefits, goodwill and intangible assets, long-lived asset impairment, environmental liabilities, 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 2017 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 three months of 2018.

### New and Recently Adopted Accounting Standards

For a listing of our new and recently adopted accounting standards, see Note 2, 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. Forward-looking statements include statements about our expectations regarding our future liquidity, earnings, expenditures, and financial condition. 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;
- 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, 2017.

## 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, 2,686 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 March 31, 2018. 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 March 31, 2018.

### Changes in Internal Control over Financial Reporting

On October 2, 2017, PCA acquired Sacramento Container Corporation (“Sacramento Container”). We are currently in the process of evaluating and integrating Sacramento Container’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 excluded Sacramento Container from the assessment of internal control over financial reporting at March 31, 2018. Except as may relate to the integration of the Sacramento Container 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 most recent fiscal quarter ended March 31, 2018 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. As of and for the quarter ended March 31, 2018, Sacramento Container accounted for approximately 5% of the Company’s consolidated total assets and 3% of consolidated net 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, 2017.

Filed May 9, 2018.
Source: SEC EDGAR, the filing index for accession 0001564590-18-012154. Last ingested by Listed: Nov 5, 2026, 13:32 ET. No prices; not investment advice.