Packaging Corp of America reports $262.3 million net income for Q3 2026
- Form
- 10-Q
- Filed
- Importance
- Major
- Accession
- 0001193125-26-449161
- Revenue of $2.6 billion for the three months ended Sep 30, 2026
- Net income of $262.3 million for the three months ended Sep 30, 2026
- Diluted EPS of $2.93 for the three months ended Sep 30, 2026
- Cash and equivalents of $534.6 million as of Sep 30, 2026
Written from the 10-Q on EDGAR. AI can make mistakes. Check the filing.
What changed
14 changes since the June 2026 10-Q
Compared with the 10-Q 0001193125-26-339405, filed Aug 7, 2026.
New legal mention
On September 4, 2026, the Court denied a joint motion to dismiss the complaint filed by PCA and the other defendants.
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On September 4, 2026, the Court denied a joint motion to dismiss the complaint filed by PCA and the other defendants.New legal mention
However, as the lawsuit is in the early stages, PCA is unable to predict the outcome or estimate a range of reasonably possible losses.
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However, as the lawsuit is in the early stages, PCA is unable to predict the outcome or estimate a range of reasonably possible losses.New legal mention
In late September 2026, PCA received a grand jury subpoena from the Antitrust Division of the Department of Justice requesting the production of certain documents relating to its business.
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In late September 2026, PCA received a grand jury subpoena from the Antitrust Division of the Department of Justice requesting the production of certain documents relating to its business.Net income up 37% from Jun 30
$262M, was $192M.
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$192MNow
$262MEPS up 36% from Jun 30
$2.93, was $2.15.
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$2.15Now
$2.93Cash up 21% from Jun 30
$535M, was $443M.
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$443MNow
$535MPackaging segment operating income was $398 million in the third quarter of 2026, compared to $328 million…
Adds "$398"; drops "$313".
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Packaging segment operating income was $313 million in the second quarter of 2026, compared to $346 million in the second quarter of 2025. Packaging segment EBITDA excluding special items was $489 million in the second quarter of 2026 compared to $453 million in the second quarter of 2025. 1 The increase in EBITDA excluding special items was driven by contribution from the acquired business and higher sales and production volume in the legacy business, partially offset by higher freight and logistics expenses, lower price and mix, higher fixed and other expenses, higher maintenance outage expense, and higher operating and converting costs. Prices and mix began to improve in the second quarter and are expected to further improve in the third and fourth quarters due to two containerboard and corrugated products price increases that we notified to customers during the first half of the year and the increase in reported containerboard prices described below under "Industry and Business Conditions." PCA's agreements with corrugated products customers generally include price change provisions based upon the change in reported containerboard prices at negotiated amounts and times. PCA expects to realize the majority of the price and mix improvement from the first price increase during the third quarter and expects that the price and mix improvement from the second price increase will be divided between the third and fourth quarters. Freight rates increased significantly during the second quarter primarily as a result of higher diesel fuel prices and recycled fiber prices have increased throughout the first half of the year.Now
Packaging segment operating income was $398 million in the third quarter of 2026, compared to $328 million in the third quarter of 2025. Packaging segment EBITDA excluding special items was $578 million in the third quarter of 2026 compared to $492 million in the third quarter of 2025. 1 The increase in EBITDA excluding special items was driven by higher prices and mix, contribution from the acquired business, and higher volumes in the legacy business, partially offset by higher freight and logistics expenses, higher labor and operating costs, higher fixed and other expenses, and higher fiber costs. Prices and mix continued to improve in the third quarter and are expected to further improve in the fourth quarter due to previously announced containerboard and corrugated products price increases. In addition to continued increases in freight costs, as a result of higher diesel fuel prices, we saw significant increases in recycled fiber, purchased power, and chemical costs during the third quarter, which we expect to continue at elevated levels.Looking ahead as we move from the third quarter into the fourth quarter, we expect solid corrugated products…
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Looking ahead as we move from the third quarter into the fourth quarter, we expect solid corrugated products demand with some seasonal improvement. Shipments per day are expected to be at or around last year's fourth quarter level with two fewer shipping days than the third quarter and total shipments are expected to be higher than the third quarter. Prices for containerboard and corrugated products are expected to improve as we continue to implement earlier price increases, but corrugated products mix will be seasonally weaker with higher e-commerce volumes, partially offsetting the benefit from higher prices. Containerboard production will be lower with maintenance outages at three of our mills, and mill maintenance outage expenses, including the impact on production volume from those fourth quarter outages, will be significantly higher in the fourth quarter. We expect seasonally lower volume and slightly higher prices in the Paper segment. We expect freight costs to increase across our business with diesel fuel prices increasing above third quarter levels. We also expect costs for recycled fiber to continue to increase as well as higher wood fiber costs due to winter yields and mill mix. Costs for chemicals and energy will increase due to higher prices and higher seasonal energy usage. Considering these items, we expect fourth quarter earnings to be lower than the third quarter of 2026, excluding special items.Three Months Ended September 30, 2026, compared to Three Months Ended September 30, 2025
Adds "September"; drops "Net sales increased $319 million, or 14.7%, to $2,490 million during the".
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Net sales increased $319 million, or 14.7%, to $2,490 million during the three months ended June 30, 2026, compared to $2,171 million during the same period in 2025.Now
Three Months Ended September 30, 2026, compared to Three Months Ended September 30, 2025Nine Months Ended September 30, 2026, compared to Nine Months Ended September 30, 2025
Adds "Nine"; drops "Net sales increased $319 million, or 14.7%, to $2,490 million during the three".
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Net sales increased $319 million, or 14.7%, to $2,490 million during the three months ended June 30, 2026, compared to $2,171 million during the same period in 2025.Now
Nine Months Ended September 30, 2026, compared to Nine Months Ended September 30, 2025During the nine months ended September 30, 2025, we entered into two credit agreements and borrowed $500…
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During the nine months ended September 30, 2025, we entered into two credit agreements and borrowed $500 million under each of the new three-year and seven-year unsecured term loan facilities. We also issued $500 million of 5.20% Senior Notes due 2035 and used the net proceeds from these borrowings and the notes issuance, together with cash on hand, to finance the Greif Acquisition. The net proceeds received from these financing activities were $1,494 million. We also paid $7 million of debt issuance costs, excluding lender fees, related to the Greif Acquisition financing, including $3 million for the bridge loan, $2 million for the credit agreements, and $2 million for the 5.20% Senior Notes due 2035.(c) For the three and nine months ended September 30, 2026, includes $3.0 million of charges related to fire…
Adds "(c)"; drops "(b)".
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(b) For the three and six months ended June 30, 2026, includes $3.3 million and $6.7 million, respectively, of charges for acquisition and integration costs related to recent acquisitions. For the three and six months ended June 30, 2025, includes $1.6 million of charges related to the Greif Acquisition.Now
(c) For the three and nine months ended September 30, 2026, includes $3.0 million of charges related to fire damage at a corrugated products facility.(g) For the three and nine months ended September 30, 2026, includes charges related to fire damage at a…
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(e) For the three and six months ended June 30, 2026, includes acquisition and integration costs related to recent acquisitions. For the three and six months ended June 30, 2025, includes charges related to the Greif Acquisition.Now
(g) For the three and nine months ended September 30, 2026, includes charges related to fire damage at a corrugated products facility.As described in Note 19, Commitments, Guarantees, Indemnifications and Legal Proceedings, of the Condensed…
Adds "As described"; drops "We discuss these items in more detail".
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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, Item 1. Financial Statements" of this Form 10-Q.Now
As described in Note 19, Commitments, Guarantees, Indemnifications and Legal Proceedings, of the Condensed Notes to Unaudited Quarterly Consolidated Financial Statements in "Part I, Item 1. Financial Statements" of this Form 10-Q , we provided a guarantee of certain construction-phase financing obligations of a third-party contractor and recognized the fair value of the guarantee obligation on our Consolidated Balance Sheets. Other than this arrangement, we did not have any off-balance-sheet arrangements as of September 30, 2026.
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Section by section. Added words and removed words against the earlier filing.
Cover page 2 changes
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For the quarterly period ended June September 30, 2026
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As of July 31, October 30, 2026, the Registrant had outstanding 89,098,299 89,094,661 shares of common stock, par value $0.01 per share.
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Financial statements 94 changes
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Other (expense) income, net
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million, $ 0.2 0.3 million, and ($ 0.0 0.1 ) million, respectively
Amortization of pension and postretirement plans actuarial loss and prior service cost, net of tax of ($ 0.3 ) million, ($ 0.3 ) million, ($ 0.6 0.9 ) million, and ($ 0.6 0.9 ) million, respectively
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Short-term marketable debt securities and other ($ 101.0 100.3 million and $ 71.8 million measured at fair value as of June September 30, 2026 and December 31, 2025, respectively)
Accounts receivable, net of allowance for credit losses and customer deductions of $ 19.1 20.6 million and $ 17.0 million as of June September 30, 2026 and December 31, 2025, respectively
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Federal and state income taxes payable
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89.1 million and 89.2 million shares issued as of June September 30, 2026 and
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Purchases of short-term investments in time deposits
Purchase of Proceeds from short-term investment in time deposit
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Common stock dividends paid
Repurchases of common stock
Proceeds from issuance of debt, net of discount and lender fees ( 6.5 ( 356.9 ( 337.1 ( 58.8
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Net cash (used for) provided by financing activities
Net (decrease) increase (decrease) in cash and cash equivalents
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Balance at April July 1, 2026
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Balance at June September 30, 2026
Balance at April July 1, 2025
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Balance at June September 30, 2025
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Balance at June September 30, 2026
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Balance at June September 30, 2025
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On December 3, 2025, the Company approved and announced the permanent shut down of the No. 2 paper machine and kraft pulping facilities at its Wallula, Washington containerboard mill. The Company continues to operate the No. 3 paper machine and recycled pulping facilities at the mill. These actions, completed in the first quarter of 2026, resulted in approximately $ 187.7 188.0 million of pre-tax restructuring charges. During the six nine months ended June September 30, 2026, we recorded $ 59.7 60.0 million of expenses associated with this shut down, which included non-cash accelerated depreciation and impairment charges, contract termination charges, and other costs. These expenses were recorded in "Cost of sales" and " Other expense, net" in the Consolidated Statements of Income.
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The consolidated financial statements of PCA as of June September 30, 2026 and for the three and six nine months ended June September 30, 2026 and 2025 are unaudited but include all adjustments (consisting only of normal recurring adjustments) that management considers necessary for a fair presentation of such financial statements. The preparation of the consolidated financial statements involves the use of estimates and accruals. Actual results may vary from those estimates. These financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with Article 10 of Regulation S-X of the Securities and Exchange Commission (SEC). Accordingly, they do not include all of the information and notes required by accounting principles generally accepted in the United States for complete audited financial statements. Operating results for the three and six nine months ended June September 30, 2026 are not necessarily indicative of the results that may be expected for the year ending December 31, 2026. These consolidated financial statements should be read in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2025.
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The Company accounted for the Greif Acquisition using the acquisition method of accounting in accordance with ASC 805, Business Combinations . The following table summarizes the final allocation of the purchase price to the assets acquired and the liabilities assumed, based on our current estimates of the their respective fair value at the date of acquisition values (dollars in millions):
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(a) Property, plant and equipment are being depreciated on a straight-line basis over their preliminary estimated useful lives ranging from one to 40 years .
(b) We are am ortizing intangible assets on a straight-line basis for customer relationships and trademarks over our preliminary estimates of their useful lives of 15 years and five years , respectively, in the Packaging segment.
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The purchase price allocation remains preliminary and is subject to the finalization of various valuations and assessments. These may affect the consideration paid and may materially impact the valuations and subsequent assessments. During the six months ended June 30, 2026, the Company recorded measurement period adjustments, including $ 30.2 million related to the valuation of certain fixed assets acquired. We expect to finalize the valuation within the 12-month period following the acquisition date.
During the nine months ended September 30, 2026, we recorded measurement period adjustments to the preliminary purchase price allocation, primarily related to the finalization of the valuation of property, plant, and equipment of $ 34.3 million with a corresponding increase to goodwill of $ 34.1 million. As of September 30, 2026, the purchase price allocation for the Greif Acquisition is final.
For the three and six nine months ended June September 30, 2026, the Company incurred $ 3.3 3.0 million and $ 6.7 9.8 million, respectively, of charges for acquisition and integration costs related to recent acquisitions, which were recorded in "Cost of sales" and " Other expense, net " in the Consolidated Statements of Income. For both the three and six nine months ended June September 30, 2025, the Company incurred $ 1.6 25.0 million and $ 26.6 million, respectively, of charges for acquisition and integration costs related to the Greif Acquisition, which were recorded in "Cost of sales" and "Other expense, net" in the Consolidated Statements of Income.
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Less: Distributed and undistributed earnings allocated to participating securities ( 1.1 1.5 ( 1.6 1.5 ( 2.2 3.7 ( 3.0 4.5
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6. Other Income Expense, Net
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Corrugated products facility fire (c)
Wallula mill restructuring (c) (d)
(a) For the three and six nine months ended June September 30, 2026, includes charges consisting of closure costs related to corrugated products facilities and the write-off of expenditures related to sustainability and renewable energy projects. The write-off of expenditures related to sustainability and renewable energy projects was recorded following the Company's decision to defer a specific carbon capture initiative at this time. For the three and six nine months ended June September 30, 2025, includes charges and income, respectively, related to gains on sales the closure of certain corrugated products facilities. For the three months ended September 30, 2025, the charges were partially offset by closure costs a gain on an asset disposal related to a closed corrugated products facility. For the nine months ended September 30, 2025, these charges were completely offset by gains from the sales of corrugated products facilities during the second quarter of 2025.
(b) For the three and six nine months ended June, September 30, 2026, includes charges for acquisition and integration costs related to recent acquisitions. For the three and six nine months ended June September 30, 2025, includes charges for acquisition and integration costs related to the Greif Acquisition.
(c) For the three and nine months ended September 30, 2026, includes charges related to fire damage at a corrugated products facility.
(c) (d) For the three and six nine months ended June September 30, 2026, includes charges related to the announced discontinuation of the No. 2 machine and kraft pulping facilities at the Wallula, Washington containerboard mill.
For the three months ended June September 30, 2026 and 2025, we recorded $ 66.9 91.9 million and $ 79.1 78.3 million of income tax expense and had an effective tax rate of 25.8 25.9 % and 24.7 25.6 %, respectively. The increase in our effective tax rate for the three months ended June September 30, 2026 compared to the same period in 2025 was primarily due to lower excess tax benefits associated with employee restricted stock and performance unit vests and higher non-deductible employee remuneration paid to covered employees. partially offset by favorable state law changes.
For the six nine months ended June September 30, 2026 and 2025, we recorded $ 115.7 207.6 million and $ 142.7 221.0 million of income tax expense and had an effective tax rate of 24.2 24.9 % and 24.3 24.7 %, respectively. The decrease increase in our effective tax rate for the six nine months ended June September 30, 2026 compared to the same period in 2025 was primarily due to higher non-deductible employee remuneration paid to covered employees partially offset by higher excess tax benefits associated with employee restricted stock and performance unit vests and favorable state law changes. partially offset by higher non-deductible employee remuneration paid to covered employees.
Our current effective tax rate is higher than the federal statutory income tax rate of 21.0 % due primarily to the effect of state and local income taxes. During the six nine months ended June September 30, 2026 and 2025, cash paid for taxes, net of refunds received, was $ 96.7 162.5 million and $ 140.5 159.6 million, respectively. The decrease slight increase in cash tax payments between the periods is a result of lower forecasted taxable income and the timing of disbursements for estimated tax installments.
During the three and six nine months ended June September 30, 2026 and 2025, there were no significant changes to our uncertain tax positions. For more information, see Note 8, Income Taxes, of the Notes to Consolidated Financial Statements in "Part II, Item 8. Financial Statements and Supplementary Data" of our 2025 Annual Report on Form 10-K.
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Depreciation expense for the three months ended June September 30, 2026 and 2025 wa s $ 157.0 m illion 162.4 million a nd $ 130.8 139.4 million, respectively. During the six nine months ended June September 30, 2026 and 2025, depreciation expense was $ 363.1 525.5 million and $ 258.9 398.3 million, respectively. During the six nine months ended June September 30, 2026, we recognized $ 56.1 58.1 million of incremental depreciation expense related to the announced discontinuation of the No. 2 paper machine and kraft pulping facilities at the Wallula, Washington containerboard mill, and closure costs related to corrugated products facilities and acquisition and integration-related costs. During the six nine months ended June September 30, 2025, w e recognized $ 3.6 million of incremental depreciation expense as a result of closure costs related to corrugated products facilities.
During the fourth quarter of 2025, the Company entered into an agreement with a third-party contractor to design, construct, and operate a new woodyard and chip processing facility at the Valdosta, Georgia mill. Pursuant to the agreement and in accordance with the build-to-suit guidance in ASC 842, Leases , the Company recorded $ 12.5 20.3 million as construction in progress within "Property, plant, and equipment, net" and a corresponding financing obligation within "Other long-term liabilities" on the Consolidated Balance Sheet as of June September 30, 2026. See Note 19, Commitments, Guarantees, Indemnifications, and Legal Proceedings, for additional information.
At June September 30, 2026 and December 31, 2025, purchases of property, plant, and equipment included in accounts payab le were $ 100.3 107.1 million and $ 50.4 million, respectively.
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Goodwill represents the excess of the cost of an acquired business over the fair value of the identifiable tangible and intangible assets acquired and liabilities assumed in a business combination. At June September 30, 2026 and December 31, 2025, we had $ 1,416.3 1,420.4 million and $ 1,372.3 million of goodwill recorded in our Packaging segment, which represents the entire goodwill balance reported on our Consolidated Balance Sheets.
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Balance at June September 30, 2026
(a) During the six nine months ended June September 30, 2026, the Company recorded a measurement period adjustment of $ 29.9 34.1 million to goodwill related to the Greif Acquisition. Additionally, the Company recorde d $ 14.1 14.0 millio n of goodwill associated with recent acquisitions completed in the Packaging segment during the first six nine months of 2026.
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Customer relationships (b)
Trademarks and trade names (b)
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(b) In connection with the September 2025 Greif Acquisition, the preliminary valuation of intangible assets is $ 420.0 million for customer relationships and $ 40.0 million for trademarks. See Note 4, Acquisitions for additional information.
During the six nine months ended June September 30, 2026 and 2025, amortization expense was $ 36.7 55.1 million and $ 18.8 31.3 million, respectively.
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Severance, retention, and relocation
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Severance, retention, and relocation
For the six nine months ended June September 30, 2026 and 2025, cash payments for intere st interest were $ 77.1 112.2 mi llion and $ 46.7 million, respectively.
Included in interest expense, net is the amortization of financing costs, which includes the amortization of debt issuance costs and amortization of bond discounts. For the three months ended June September 30, 2026 and 2025, amortization of debt issu ance costs was $ 0.7 million and $ 0.4 3.4 million, respectively, and during the six nine months ended June September 30, 2026 and 2025, amortization of debt issuance costs was $ 1.4 2.1 million and $ 0.8 4.2 million, respectively. For both the three and six nine month periods ended June September 30, 2026 and 2025, the amortization of bond discounts was insignificant.
At June September 30, 2026 , we had $ 2,992.8 2,992.9 million of fixed-rate senior notes and $ 1,000.0 million of variable-rate notes outstanding. The fair value of our fixed-rate debt was estimated to be $ 2,648.6 2,513.1 million. The difference between the book value and fair value is due to the difference between the period-end market interest rate and the stated rate of our fixed-rat e debt. We estimated the fair value of our fixed-rate debt using quoted market prices (Level 2 inputs) within the fair value hierarchy, which is further defined in Note 2, Summary of Significant Accounting Policies, of the Notes to Consolidated Financial Statements in "Part II, Item 8. Financial Statements and Supplementary Data" of our 2025 Annual Report on Form 10-K.
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The following table shows the Company's cash, cash equivalent s, time deposit investments, and available-for-sale ("AFS") debt securities by major asset category at June September 30, 2026 and December 31, 2025 (in millions):
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(a) We had a single $50.0 $ 50.0 million investment in a time deposit outstanding as of June September 30, 2026. This During the first nine months of 2026, we invested an aggregate of $ 100.0 million in time deposits. The initial $ 50.0 million time deposit was purchased in March 2026 and matured in September 2026, at which time we reinvested the proceeds in a new $ 50.0 million time deposit. The outstanding investment matures within one year and is recorded in "Short-term marketable debt securities and other" on our Consolidated Balance Sheets. We record time deposit investments at amortized cost, which approximates fair value. We did not have any investments in time deposits as of December 31, 2025.
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For both the three and six nine months ended June September 30, 2026 and 2025, net realized gains and losses on the sales and maturities of certain marketable debt securities were insignificant.
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As of June September 30, 2026 and December 31, 2025, we do no t consider any of the impairments related to our marketable debt securities to be the result of credit losses. Therefore, we have no t recorded an allowance for credit losses related to our marketable debt securities. All unrealized gains and losses were recorded record ed in other comprehensive income (OCI).
The following tables provide information about the Company's marketable debt securities that have been in a continuous loss position as of June September 30, 2026 and December 31, 2025 (in millions, except number of marketable debt securities in a loss position):
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For both periods ended June September 30, 2026 and December 31, 2025, there were no marketable debt securities in a continuous loss position greater than or equal to 12 months.
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Six Months Ended June 30,
Three Months Ended June September 30,
Nine Months Ended September 30,
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PCA makes pension plan contributions that are sufficient to fund its actuarially determined costs, generally equal to the minimum amounts required by the Employee Retirement Income Security Act (ERISA). From time to time, PCA may make additional discretionary contributions based on the funded status of the plans, tax deductibility, income from opera tions, and other factors. During both the three and six nine months ended June September 30, 2026 and 2025, payments to our nonqualified pension plans were insignificant. During both the three and six nine months ended June September 30, 2026 and 2025, we did not make any contributions to our qualified pension plans. We do no t have a required minimum contribution amount established for 2026.
For both the three and six nine months ended June September 30, 2026 and 2025, the net periodic benefit cost for our postretirement plans was insignificant.
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As of June September 30, 2026, assuming performance units are paid out at the target level of perf ormance, 2.2 million shares were available for future grants under the current plan. Forfeitures are added back to the pool of shares of common stock available to be granted at a future date.
The following table presents restricted sto ck, restricted stock unit and performance unit award activity for the six nine months ended June September 30, 2026:
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Outstanding at June September 30, 2026
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Six Months Ended June 30,
Three Months Ended June September 30,
Nine Months Ended September 30,
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The unrecogni zed compensation expense for all share-based awards at June September 30, 2026 was as follows (dollars in millions):
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During the six nine months ended June September 30, 2 026, we paid $ 223.2 356.9 mill ion of dividends to shareholders. During the second quarter of 2026, PCA announced an increase of its quarterly cash dividend on its common stock from an annual rate of $ 5.00 per share to $ 6.00 per share, subject to quarterly approval by PCA's Board of Directors. On September 2, 2026, PCA's Board of Directors declared the first a regular quarterly cash dividend of $ 1.50 per share of common stock, on May 12, 2026, which was paid on July October 15, 2026 to shareholders of record as of June September 15, 2026. The dividend payment was $ 133.6 million.
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The Company did not repurchase any shares of its common stock under this authority during the three months ended June September 30, 2026. During the six nine months ended June September 30, 2026, the Company paid $ 58.8 million, including fees, to repurchase 0.3 million shares of common stock. All shares repurchased have been retired. At June September 30, 2026, $ 224.3 m illion mi llion of the authorized amount remained available for repurchase of the Company's common stock.
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Other comprehensive loss before reclassifications, net of tax ( 0.5 0.9 ( 0.5 0.9
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Balance at June September 30, 2026
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Six Months Ended June 30,
Three Months Ended June September 30,
Nine Months Ended September 30,
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and 14 more changes in the filing
Legal proceedings 2 changes
On July 29, 2025, PCA and seven other U.S. and Canadian containerboard producers were named as defendants in a purported class action lawsuit, Artuso Pastry Foods Corp v. Packaging Corporation of America, et al, No. 1:25-cv-08856, filed in the United States District Court for the Northern District of Illinois (the "Court"), alleging violations of the Sherman Act and the Clayton Act. The complaint alleges that the defendants conspired to raise prices of containerboard and restrict containerboard capacity, and that the purpose and effect of the alleged conspiracy was to artificially increase prices of containerboard products during the period of November 1, 2020, to the present. The complaint was filed as a purported class action suit on behalf of all purchasers of containerboard products during such period. The complaint seeks treble damages and costs, including attorney's fees. On September 4, 2026, the Court denied a joint motion to dismiss the complaint filed by PCA and the other defendants. PCA believes the allegations are without merit and will defend this lawsuit vigorously. However, as the lawsuit is in the early stages, PCA is unable to predict the outcome or estimate a range of reasonably possible losses.
In late September 2026, PCA received a grand jury subpoena from the Antitrust Division of the Department of Justice requesting the production of certain documents relating to its business. PCA is cooperating fully with the investigation.
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MD&A 97 changes
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PCA is the third largest producer of containerboard products and a leading producer of UFS paper in North America. We operate ten mills and 90 89 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 UFS 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 in the United States.
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Corrugated product shipments were up 24.3% per day and in total compared to the second quarter of 2025. Shipments from the legacy PCA business were up 4.1% per day and in total compared to the second quarter of 2025. Containerboard production in the second quarter of 2026 was approximately 1,415,000 tons, and containerboard inventory was down (5.3%) compared to the first quarter, and up 9.9% compared to the second quarter of 2025, primarily due to the acquisition.
Paper segment operating income was $34 million in the second quarter of 2026, compared to $26 million in the second quarter of 2025. Paper segment EBITDA excluding special items was $39 million in the second quarter of 2026, compared to $30 million in the second quarter of 2025. 1 The increase in EBITDA excluding special items was primarily due to lower maintenance outage expense in 2026 due to the timing of annual maintenance outages, higher sales and production volume, and higher prices and mix, partially offset by higher freight and operating costs, with freight rates rising significantly during the quarter.
Packaging segment operating income was $574 million in the first six months of 2026, compared to $624 million in the same period in 2025. Packaging segment EBITDA excluding special items was $970 million in the first six months of 2026 compared to $862 million in the first six months of 2025. 1 The increase in EBITDA excluding special items was driven by contribution from the acquired business and higher sales and production volume in the legacy business, lower fiber costs, higher prices and mix, and lower maintenance outage expense, partially offset by higher freight and logistics expense, higher fixed and other costs, and higher operating and converting costs with the addition of the acquired business.
Paper segment operating income was $67 million in the first six months of 2026, compared to $61 million in the first six months of 2025. Paper segment EBITDA excluding special items was $77 million in the first six months of 2026, compared to $71 million in the first six months of 2025. 1 The increase in EBITDA excluding special items was due to lower maintenance outage expense, higher sales and production volume, and higher prices and mix, partially offset by higher operating costs and higher freight and logistics expense.
Industry and Business Conditions
Trade publications reported North American industry-wide corrugated products shipments were up 0.9% in total and per workday during the second quarter of 2026 compared to the same quarter of 2025. Reported industry containerboard production decreased (2.3%) compared to the second quarter of 2025. Reported industry containerboard inventories at the end of the second quarter of 2026 were approximately 2.40 million tons, down (12.5%) compared to the same period in 2025. Reported containerboard export shipments were down (27.3%) compared to the second quarter of 2025. Reported containerboard prices increased a net $20 per ton for linerboard and for corrugating medium during the first quarter of 2026, an additional $30 per ton in April 2026 and an additional $50 per ton in June 2026.
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 UFS paper shipments were down (9.1%) in the first six months of 2026, compared to the same period of 2025. Average prices reported by a trade publication for cut size office papers were higher by $87 per ton, or 5.8%, in the second quarter of 2026, compared to the first quarter of 2026, and higher by $107 per ton, or 7.2%, compared to the second quarter of 2025. Reported index prices increased $60 per ton in March 2026, $40 per ton in April 2026 and $20 per ton in June 2026 for cut size office papers and for offset printing papers.
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 2025 Annual Report on Form 10-K and subsequently filed Quarterly Reports on Form 10-Q for the first and second quarters of 2026.
Second Third quarter net sales were $2.49 $2.60 billion in 2026 and $2.17 $2.31 billion in 2025. We reported $192 $262 million of net income, or $2.15 $2.93 per diluted share, during the second third quarter of 2026, compared to $242 $227 million, or $2.67 $2.51 per diluted share, during the same period in 2025. Net income included $18 $10 million of expense for special items in the second third quarter of 2026, primarily related to facility closure costs, Wallula mill restructuring activities, and acquisition and integration-related costs, the impact of a fire at a corrugated products facility, and Wallula mill restructuring activities, compared to $17 $20 million of income expense for special items in 2025. Please see "Non-GAAP Financial Measures" elsewhere in this Item 2 for a description of special items. Excluding special items, net income was $210 $272 million, or $2.35 $3.04 per diluted share, during the second third quarter of 2026, compared to $224 $247 million, or $2.48 $2.73 per diluted share, in the second third quarter of 2025. 1 The decrease increase was driven by lower earnings in the legacy business of ($0.27) per share, partially offset by $0.14 $0.24 per share of earnings higher contribution from the acquired Greif containerboard business and $0.07 per share of higher earnings in the decrease legacy business. The increase in the earnings of the legacy PCA business was driven primarily by higher freight costs, higher corporate favorable price and other expenses due to higher deferred compensation benefit costs mix in the Packaging segment, favorable production and stock compensation expenses, unfavorable sales volume in the Packaging segment, including the benefit of a higher volume of containerboard supplied by the legacy mills to the acquired Greif operations, favorable price and mix in the Packaging Paper segment, and a lower share count. These items were partially offset by higher labor and operating costs, expenses, higher depreciation and amortization freight expense, higher corporate and other expenses, higher fiber costs, higher tax rate, depreciation and higher interest amortization expense, excluding Greif acquisition indebtedness. These items were partially offset by higher production and sales volume maintenance outage expense in the Packaging Paper segment, lower maintenance outage expense, and higher production and sales volume and prices and mix in the Paper segment, and higher interest expense, excluding Greif acquisition indebtedness. For additional detail on special items included in reported GAAP results and other non-GAAP measures, see "Item 2. Non-GAAP Financial Measures."
Packaging segment operating income was $313 $398 million in the second third quarter of 2026, compared to $346 $328 million in the second third quarter of 2025. Packaging segment EBITDA excluding special items was $489 $578 million in the second third quarter of 2026 compared to $453 $492 million in the second third quarter of 2025. 1 The increase in EBITDA excluding special items was driven by higher prices and mix, contribution from the acquired business, and higher sales and production volume volumes in the legacy business, partially offset by higher freight and logistics expenses, lower price higher labor and mix, operating costs, higher fixed and other expenses, higher maintenance outage expense, and higher operating and converting fiber costs. Prices and mix began continued to improve in the second third quarter and are expected to further improve in the third and fourth quarters quarter due to two previously announced containerboard and corrugated products price increases. that we notified to customers during the first half of the year and the increase In reported containerboard prices described below under "Industry and Business Conditions." PCA's agreements with corrugated products customers generally include price change provisions based upon the change in reported containerboard prices at negotiated amounts and times. PCA expects addition to realize the majority of the price and mix improvement from the first price increase during the third quarter and expects that the price and mix improvement from the second price increase will be divided between the third and fourth quarters. continued increases in freight rates increased significantly during the second quarter primarily costs, as a result of higher diesel fuel prices, and we saw significant increases in recycled fiber, prices have increased throughout the first half of purchased power, and chemical costs during the year. third quarter, which we expect to continue at elevated levels.
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We expect continued strong demand in the Packaging segment and corrugated products volume to increase with one more shipping day in the third quarter of 2026 compared to the second quarter. We expect continued Packaging segment price and mix improvement in the third quarter as we complete the implementation of the first price increase and begin to implement the second price increase to corrugated products customers. Packaging mill production will be higher with one more operating day and lower impact to production from maintenance outages with fewer mills having annual outages as well as expected improved operating performance in our containerboard mill system. Mill maintenance outage expenses will be lower in total and in the Packaging segment and higher in the Paper segment with our single Paper segment mill having its maintenance outage in the third quarter. We expect lower volume and higher prices in the Paper segment as a result of the maintenance outage and the continued implementation of our previously announced paper price increases. We expect costs for freight to remain at or around the elevated levels we experienced later in the second quarter and higher on average for the third quarter. We expect prices for recycled fiber to continue to increase and higher mill production will drive increased usage and higher costs. Costs for chemicals and purchased electricity will be higher and will remain relatively flat for wood fiber and natural gas. We expect improvement in benefits costs due to second quarter unfavorability that is not expected to repeat in the third quarter. Considering these items, we expect third quarter earnings to be higher than the second quarter of 2026, excluding special items.
Corrugated product shipments were up 10.6% per day and in total compared to the third quarter of 2025. Shipments from the legacy PCA business were down (0.5%) per day and in total compared to the third quarter of 2025. Containerboard production in the third quarter of 2026 was approximately 1,489,000 tons, and containerboard inventory was up 7.8% compared to the second quarter, and down (5.8%) compared to the third quarter of 2025.
Paper segment operating income was $29 million in the third quarter of 2026, compared to $36 million in the third quarter of 2025. Paper segment EBITDA excluding special items was $34 million in the third quarter of 2026, compared to $40 million in the third quarter of 2025. 1 The decrease in EBITDA excluding special items was primarily due to higher maintenance outage expense in 2026 due to the timing of annual maintenance outages, higher operating and freight costs, and lower sales volume, partially offset by higher prices and mix and lower fiber costs.
Packaging segment operating income was $971 million in the first nine months of 2026, compared to $952 million in the same period in 2025. Packaging segment EBITDA excluding special items was $1,548 million in the first nine months of 2026 compared to $1,354 million in the first nine months of 2025. 1 The increase in EBITDA excluding special items was driven by contribution from the acquired business, higher prices and mix, higher sales and production volume in the legacy business, and lower maintenance outage expense, partially offset by higher freight and logistics expense, higher fixed and other costs, higher labor and operating costs, and higher fiber costs.
Paper segment operating income was $96 million in the first nine months of 2026, compared to $97 million in the first nine months of 2025. Paper segment EBITDA excluding special items was $110 million in the first nine months of 2026, compared to $111 million in the first nine months of 2025. 1 EBITDA excluding special items was essentially flat due to higher labor and operating costs, higher freight and logistics expense, and higher fixed and other costs, offset by higher prices and mix, lower maintenance outage expense, higher sales and production volume, and lower fiber costs.
Industry and Business Conditions
Trade publications reported North American industry-wide corrugated products shipments were down (1.6%) in total and per workday during the third quarter of 2026 compared to the same quarter of 2025. Reported industry containerboard production decreased (1.6%) compared to the third quarter of 2025. Reported industry containerboard inventories at the end of the third quarter of 2026 were approximately 2.59 million tons, down (6.1%) compared to the same period in 2025. Reported containerboard export shipments were down (29.4%) compared to the third quarter of 2025. Reported containerboard prices increased a net $20 per ton for linerboard and for corrugating medium during the first quarter and an additional $80 per ton during the second quarter of 2026. In September, reported linerboard prices increased $70 per ton and corrugating medium increased $100 per ton.
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 UFS paper shipments were down (9.8%) in the first nine months of 2026, compared to the same period of 2025. Average prices reported by a trade publication for cut size office papers were higher by $13 per ton, or 0.8%, in the third quarter of 2026, compared to the second quarter of 2026, and higher by $120 per ton, or 8.1%, compared to the third quarter of 2025. Reported index prices increased $60 per ton in March 2026, $40 per ton in April 2026 and $20 per ton in June 2026 for cut size office papers and for offset printing papers.
Looking ahead as we move from the third quarter into the fourth quarter, we expect solid corrugated products demand with some seasonal improvement. Shipments per day are expected to be at or around last year's fourth quarter level with two fewer shipping days than the third quarter and total shipments are expected to be higher than the third quarter. Prices for containerboard and corrugated products are expected to improve as we continue to implement earlier price increases, but corrugated products mix will be seasonally weaker with higher e-commerce volumes, partially offsetting the benefit from higher prices. Containerboard production will be lower with maintenance outages at three of our mills, and mill maintenance outage expenses, including the impact on production volume from those fourth quarter outages, will be significantly higher in the fourth quarter. We expect seasonally lower volume and slightly higher prices in the Paper segment. We expect freight costs to increase across our business with diesel fuel prices increasing above third quarter levels. We also expect costs for recycled fiber to continue to increase as well as higher wood fiber costs due to winter yields and mill mix. Costs for chemicals and energy will increase due to higher prices and higher seasonal energy usage. Considering these items, we expect fourth quarter earnings to be lower than the third quarter of 2026, excluding special items.
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Three Months Ended June September 30, 2026, compared to Three Months Ended June September 30, 2025
The historical results of operations of PCA for the three months ended June September 30, 2026 and 2025 are set forth below (dollars in millions):
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Net sales increased $319 $288 million, or 14.7%, 12.5%, to $2,490 $2,602 million during the three months ended June September 30, 2026, compared to $2,171 $2,313 million during the same period in 2025.
Packaging. Net sales increased $305 $286 million, or 15.2%, 13.4%, to $2,311 $2,414 million, compared to $2,006 $2,128 million in the second third quarter of 2025 due to higher volume related to the acquired business ($258 Greif operations ($175 million) and higher legacy volume ($58 prices and mix ($117 million), partially offset by lower containerboard and corrugated products prices and mix ($11 legacy volume ($6 million). In the second third quarter of 2026, export and domestic containerboard outside shipments decreased (19.0%) (6.6%) compared to the second third quarter of 2025, with more containerboard being integrated into PCA's corrugated products system. Our total corrugated products shipments were up 24.3% 10.6% per day and in total, compared to the same period in 2025. Shipments from the legacy PCA business were up 4.1% down (0.5%) per day and in total. In the second third quarter of 2026, our domestic containerboard prices were 3.2% 11.5% higher, while export prices were 1.8% 12.2% higher compared to the same period in 2025.
Paper. Net sales increased $11 $2 million, or 7.9%, 1.2%, to $157 $163 million, compared to $146 $161 million in the second third quarter of 2025, due to higher volumes ($9 million) and higher prices and mix ($2 ($6 million), partially offset by lower volume ($4 million).
Gross profit increased $30 $100 million during the three months ended June September 30, 2026, compared to the same period in 2025. The increase was driven primarily by higher volumes prices and mix in the Packaging segment, the contribution from the acquired Greif operations, favorable production and Paper segments, lower maintenance outage expense, sales volume in the legacy Packaging business, and higher prices and mix in the Paper segment. These items were partially offset by higher freight expense, lower prices and mix in the Packaging segment, higher labor and operating expenses, higher fiber costs, and higher fixed maintenance outage expense in the Paper segment, and other costs. lower sales volume in the Paper segment. In the three months ended June September 30, 2026, gross profit included $5 $2 million of special items expense related to corrugated products facility closures and acquisition and integration-related costs, compared to $1 $19 million in the three months ended June September 30, 2025 related to corrugated products facility closures. the Greif Acquisition.
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Other Income (Expense), Net
Selling, general, and administrative expenses ("SG&A") increased $26 $28 million during the three months ended June September 30, 2026, compared to the same period in 2025. The increase was primarily due to higher employee-related expenses, higher depreciation related to the acquired business, and higher information technology and outside service other expenses.
Other income expense, net, for the three months ended June September 30, 2026 and 2025 are set forth below (dollars in millions):
1 unchanged paragraph
Facilities closure and other costs income
1 unchanged paragraph
Corrugated products facility fire
1 unchanged paragraph
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, Item 1. Financial Statements" of this Form 10-Q.
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Income from operations decreased $43 increased $61 million, or (12.7%), 18.7%, during the three months ended June September 30, 2026 compared to the same period in 2025. The second third quarter of 2026 included $24 $13 million of special items expense related to corrugated products facility closures, the impact of a fire at a corrugated products facility, acquisition and integration-related costs, and Wallula mill restructuring, and recent acquisitions, compared to $23 $26 million of special items income related to gains on sales of corrugated products facilities, partially offset by corrugated products facility closure costs and costs expense related to the Greif Acquisition and corrugated facility closures in the second third quarter of 2025.
Packaging. Packaging segment operating income decreased $33 increased $70 million to $313 $398 million, compared to $346 $328 million during the three months ended June September 30, 2025. The decrease related primarily to $15 Operating income included $10 million of special items expense related to corrugated products facility closures, the impact of a fire at a corrugated products facility, acquisition and integration-related costs, and Wallula mill restructuring and corrugated facility closures, compared to $25 $20 million of special items income primarily expense related to gains on sales of corrugated products facilities, partially offset by the Greif Acquisition and corrugated products facility closure costs closures in the second third quarter of 2025. Excluding special items, operating income increased $6 $60 million. compared to The same period last year. The increase was driven primarily by higher containerboard and corrugated products prices and mix ($89 million), higher contribution from the impact of newly acquired Greif operations ($36 ($41 million), and higher favorable sales and production volume ($31 ($20 million). These items were partially offset by higher freight expenses ($28 million), lower containerboard and corrugated products prices higher labor and mix ($14 operating costs ($21 million), higher fixed and other expenses ($8 million), higher maintenance outage expenses ($5 million), higher depreciation expense ($2 ($19 million), higher fiber costs ($2 ($16 million), and higher labor and operating costs ($1 depreciation expense ($7 million).
Paper. Paper segment operating income increased $8 decreased $7 million to $34 $29 million, compared to $26 $36 million during the three months ended June September 30, 2025. The increase decrease primarily related to lower higher maintenance outage expenses ($9 ($5 million), higher sales labor and production volume operating costs ($3 million), and higher prices freight expenses ($3 million), higher fixed and mix other expenses ($2 million), and lower sales volume ($1 million), partially offset by higher freight expenses ($3 prices and mix ($6 million) and higher operating lower fiber costs ($2 ($1 million). There were no significant special items in the second third quarter of 2026 or 2025.
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Non-operating pension income increased $1 million during the three months ended June September 30, 2026, compared to the same period in 2025. The increase in non-operating pension income was related to favorable 2025 asset performance and favorable assumption changes.
Interest expense, net for the three months ended June September 30, 2026 increased $20 $13 million when compared to the same period in 2025. The increase in interest expense, net was primarily due to higher interest expense in 2026 as a result of the Company's financing for the Greif Acquisition and lower interest income as a result of lower interest rates on lower cash balances.
During the three months ended June September 30, 2026, we recorded $67 $92 million of income tax expense, compared to $79 $78 million of expense during the three months ended June September 30, 2025. The effective tax rate for the three months ended June September 30, 2026 and 2025 was 25.8% 25.9% and 24.7%, 25.6%, respectively. The increase in our effective tax rate for the three months ended June September 30, 2026 compared to the same period in 2025 was primarily due to lower excess tax benefits associated with employee restricted stock and performance unit vests and higher non-deductible employee remuneration paid to covered employees. partially offset by favorable state law changes.
Six Nine Months Ended June September 30, 2026, compared to Six Nine Months Ended June September 30, 2025
The historical results of operations of PCA for the six nine months ended June September 30, 2026 and 2025 are set forth below (dollars in millions):
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Net sales increased $546 $834 million, or 12.7%, 12.6%, to $4,858 $7,459 million during the six nine months ended June September 30, 2026, compared to $4,312 $6,626 million during the same period in 2025.
Packaging. Net sales increased $524 $810 million, or 13.2%, 13.3%, to $4,500 $6,914 million, compared to $3,976 $6,104 million in the six nine months ended June September 30, 2025, due to higher volume related to the acquired business ($483 million), higher legacy volumes ($34 Greif operations ($658 million), and higher containerboard and corrugated products prices and mix ($7 ($124 million), and higher legacy volumes ($28 million). In the first six nine months of 2026, export and domestic containerboard outside shipments decreased (17.3%) (13.9%) compared to the first six nine months of 2025, with more containerboard being integrated into PCA's corrugated products system. Our total corrugated products shipments were up 23.1% 18.7% per day and 22.1% 18.1% in total, compared to the same period in 2025. Shipments from the legacy PCA business were up 3.5% 2.1% per day and up 2.7% 1.6% in total. In the first six nine months of 2026, our domestic containerboard prices were 3.0% 6.1% higher, while export prices were 0.5% 4.1% higher compared to the same period in 2025.
Paper. Net sales during the six nine months ended June September 30, 2026 increased $17 $19 million, or 5.7%, 4.2%, to $317 $480 million, compared to $300 $461 million in the six nine months ended June September 30, 2025, due to higher volume ($13 million) and higher prices and mix ($4 ($10 million) and higher volume ($9 million).
Gross profit increased $28 $127 million during the six nine months ended June September 30, 2026, compared to the same period in 2025. The increase was driven primarily by higher volumes and the contribution from the acquired Greif operations, higher prices and mix in the Packaging and Paper segments, business, higher sales and production volumes in the legacy Packaging and Paper business, and lower maintenance outage expense. and lower fiber costs, These items were partially offset by higher freight expense, higher fixed and other costs, higher labor and operating costs, and higher fixed and other fiber costs. In the six nine months ended June September 30, 2026, gross profit included $56 $58 million of special items expense related to Wallula mill restructuring, and corrugated products facility closures, and acquisition and integration-related costs. In the six nine months ended June September 30, 2025, gross profit included $4 $23 million of special items expense related to the Greif Acquisition and corrugated products facility closures.
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Other Income (Expense), Net
Selling, general, and administrative expenses ("SG&A") increased $45 $73 million during the six nine months ended June September 30, 2026, compared to the same period in 2025. The increase was primarily due to higher employee-related expenses, higher depreciation related to the acquired business, and higher employee-related information technology and outside service expenses.
Other income expense, net, for the six nine months ended June September 30, 2026 and 2025 are set forth below (dollars in millions):
4 unchanged paragraphs
Corrugated products facility fire
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, Item 1. Financial Statements" of this Form 10-Q.
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Income from operations decreased $72 $11 million, or (11.6%), (1.2%), during the six nine months ended June September 30, 2026 compared to the same period in 2025. The first six nine months of 2026 included $83 $96 million of special items expense related to Wallula mill restructuring, corrugated products facility closures, acquisition and recent acquisitions, integration-related costs, and the impact of a fire at a corrugated products facility, compared to $17 $9 million of special items expense related to the Greif Acquisition and corrugated facility closures, partially offset by income primarily related to gains on sales of corrugated products facilities partially offset by corrugated products facility closure costs and costs related to the Greif acquisition in the same period in 2025. Excluding special items, income from operations increased $76 million or 8.0%.
Packaging. Packaging segment operating income decreased $51 increased $19 million to $574 $971 million during the six nine months ended June September 30, 2026, compared to $952 million in the same period in 2025. The decrease related primarily to $71 Operating income included $81 million of special items expense in 2026 related to the Wallula mill restructuring, and corrugated products facility closures, the impact of a fire at a corrugated products facility and acquisition and integration-related costs, compared to $19 $2 million of special items expense related to the Greif Acquisition and corrugated facility closures, partially offset by income primarily related to gains on sales of corrugated products facilities partially offset by corrugated products facility closure costs in the same period in 2025. Excluding special items, operating income increased $39 $98 million. compared to The same period last year. The increase was driven primarily by the impact of newly acquired Greif operations ($48 million), higher containerboard and corrugated products prices and mix ($18 million), lower fiber costs ($11 ($96 million), lower labor and operating costs ($8 higher earnings from the acquired Greif operations ($89 million), higher sales and production volume ($7 ($38 million), and lower maintenance outage expenses ($5 million). These items were partially offset by higher freight expenses ($42 ($70 million), higher fixed and other expenses ($26 million), higher depreciation expense ($8 ($15 million), and higher fixed labor and other expenses ($7 operating costs ($13 million), and higher fiber costs ($5 million).
Paper. Paper segment operating income increased $6 decreased $1 million to $67 $96 million during the six nine months ended June September 30, 2026, compared to $97 million in the same period in 2025. The increase decrease primarily related to lower maintenance outage expenses higher labor and operating costs ($9 million), higher prices and mix ($4 freight expenses ($7 million), and higher sales fixed and production volume ($4 other expenses ($2 million), partially offset by higher operating costs ($6 million) prices and higher freight mix ($10 million), lower maintenance outage expenses ($4 million), higher sales and production volume ($3 million), and lower fiber costs ($1 million). There were no significant special items in the first six nine months of 2026 or 2025.
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Non-operating pension income increased $2 $4 million during the six nine months ended June September 30, 2026, compared to the same period in 2025. The increase in non-operating pension income was related to favorable 2025 asset performance and favorable assumption changes.
Interest expense, net for the six nine months ended June September 30, 2026 increased $40 $53 million when compared to the same period in 2025. The increase in interest expense, net was primarily due to higher interest expense in 2026 as a result of the Company's financing for the Greif Acquisition and lower interest income as a result of lower interest rates on lower cash balances.
During the six nine months ended June September 30, 2026, we recorded $116 $208 million of income tax expense, compared to $143 $221 million of expense during the six nine months ended June September 30, 2025. The effective tax rate for the six nine months ended June September 30, 2026 and 2025 was 24.2% 24.9% and 24.3%, 24.7%, respectively. The decrease increase in our effective tax rate for the six nine months ended June September 30, 2026 compared to the same period in 2025 was primarily due to higher non-deductible employee remuneration paid to covered employees partially offset by higher excess tax benefits associated with employee restricted stock and performance unit vests and favorable state law changes. partially offset by higher non-deductible employee remuneration paid to covered employees.
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Our primary sources of liquidity are net cash provided by operating activities and available borrowing capacity under our revolving credit facility. At June September 30, 2026, we had $443 $535 million of cash and cash equivalents, $224 $227 million of marketable debt securities and other, and $573 million of unused borrowing capacity under the revolving credit facility, net of letters of credit.
6 unchanged paragraphs
Net (decrease) increase (decrease) in cash and cash equivalents
2 unchanged paragraphs
During the six nine months ended June September 30, 2026, net cash provided by operating activities was $705 $1,177 million, compared to $639 $1,111 million in the same period in 2025, an increase of $66 million. Cash from operations excluding changes in cash used for operating assets and liabilities increased $96 $49 million due to higher net income adjusted for depreciation, depletion and amortization of intangibles, and net losses on asset disposals, and share-based compensation in 2026, and higher partially offset by a lower deferred income tax liabilities provision in 2026. Cash from operations decreased increased by $30 $17 million when comparing the first six nine months of 2026 to the same period in 2025 due to changes in operating assets and liabilities primarily due to the following:
c) a) net favorable change in accrued liabilities during the first six months of 2026 compared to the same period in 2025 primarily due to the settlement of litigation and a decrease in accrued liabilities related to Wallula mill restructuring activities during the first six months of 2026; and d) a net favorable change in accounts payable primarily related due to an increase in accounts payables levels during the first six nine months of 2026 compared to the same period in 2025 partially offset by an unfavorable change related due to the timing higher sales and cost of payments. sales and an increase in days payable outstanding;
b) a net favorable change in income taxes during the first nine months of 2026 compared to the same period in 2025 resulting from income tax accruals exceeding tax payments during the first nine months of 2026 and an increase in income tax receivables during the first nine months of 2025 related to the reduction of taxable income due to bonus depreciation taken on assets acquired as part of the Greif Acquisition; and c) a net favorable change in accrued liabilities during the first nine months of 2026 compared to the same period in 2025 primarily due to the settlement of litigation in 2025 as well as an increase in compensation and incentive accruals in 2026, partially offset by unfavorability due to a decrease in accrued liabilities related to Wallula mill restructuring activities during the first nine months of 2026.
These unfavorable favorable changes were partially offset by the following:
a) d) a net unfavorable change in accounts receivable due to a larger increase in Packaging segment accounts receivable levels during the first six nine months of 2026 compared to the same period in 2025 primarily due to higher sales volumes in 2026 when compared to 2025 and an increase in days sales outstanding arising out of the ordinary course of business; and b) a net unfavorable change in prepaid expenses and other current assets during the first six months of 2026 compared to the same period in 2025 primarily related to the reduction of receivables against insurance carriers during 2025 related to the settlement of litigation.
e) a net unfavorable change in prepaid expenses and other current assets during the first nine months of 2026 compared to the same period in 2025 primarily related to the reduction of receivables against insurance carriers during 2025 related to the settlement of litigation; and f) a net unfavorable change in inventories primarily due to an increase in Packaging segment inventory levels driven by stronger demand and anticipated volumes during the first nine months of 2026 compared to the same period in 2025.
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We used $478 $723 million for investing activities during the six nine months ended June September 30, 2026 compared to $287 $2,287 million during the same period in 2025. We spent $371 $618 million for internal capital investments during the six nine months ended June September 30, 2026, compared to $318 $510 million during the same period in 2025. We completed acquisitions in the Packaging segment during the first six nine months ended June September 30, 2026 for $21 million, including working capital adjustments, compared to $1,804 million, net of cash acquired, during the same period in March 2025 for the Greif Acquisition. During the first nine months of 2026, we used invested an aggregate of $100 million in time deposits. An initial $50 million of cash on hand to invest time deposit was purchased in March 2026 and matured in September 2026. Upon maturity, we reinvested the proceeds in a new $50 million time deposit. We did not invest in any time deposits during the first nine months in 2025.
We expect capital investments in 2026 to be within a range of $840 $865 million to $870 $890 million. 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 $21 million in 2026. Our estimated environmental expenditures could vary significantly depending upon the enactment of new environmental laws and regulations. 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 2025 Annual Report on Form 10-K.
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During the six nine months ended June September 30, 2026, net cash used for financing activities was $314 $449 million, compared to $249 $1,126 million of net cash provided by financing activities during the same period in 2025. We paid $223 $357 million of dividends during the first six nine months of 2026, compared to $225 $337 million of dividends paid during the comparable period in 2025. In addition, we withheld shares to cover $30 million of employee restricted stock taxes during the first six nine months of 2026 compared to $23 million of employee restricted stock taxes withheld during the same period in 2025. We repurchased and retired 0.3 million shares of the Company's common stock for $59 million during the first six nine months of 2026. We did not have any repurchases and retirements of the Company's common stock during the same period in 2025.
During the nine months ended September 30, 2025, we entered into two credit agreements and borrowed $500 million under each of the new three-year and seven-year unsecured term loan facilities. We also issued $500 million of 5.20% Senior Notes due 2035 and used the net proceeds from these borrowings and the notes issuance, together with cash on hand, to finance the Greif Acquisition. The net proceeds received from these financing activities were $1,494 million. We also paid $7 million of debt issuance costs, excluding lender fees, related to the Greif Acquisition financing, including $3 million for the bridge loan, $2 million for the credit agreements, and $2 million for the 5.20% Senior Notes due 2035.
9 unchanged paragraphs
Corrugated products facility fire (c)
Wallula mill restructuring (c) (d)
1 unchanged paragraph
(a) For the three and six nine months ended June September 30, 2026, includes $14.1 $6.2 million and $17.0 $23.1 million, respectively, of charges consisting of closure costs related to corrugated products facilities and the write-off of expenditures related to sustainability and renewable energy projects. The write-off of expenditures related to sustainability and renewable energy projects was recorded following the Company's decision to defer a specific carbon capture initiative at this time. For the three and six nine months ended June September 30, 2025, includes $24.6 $1.3 million of charges and $18.8 $17.5 million respectively, of income, respectively, related to gains on sales the closure of certain corrugated products facilities. For the three months ended September 30, 2025, the charges were partially offset by closure costs a gain on an asset disposal related to a closed corrugated products facility. For the nine months ended September 30, 2025, the charges were completely offset by gains on sales of corrugated products facilities during the second quarter of 2025.
(b) For the three and six nine months ended June September 30, 2026, includes $3.3 $3.0 million and $6.7 $9.8 million, respectively, of charges for acquisition and integration costs related to recent acquisitions. For the three and six nine months ended June September 30, 2025, includes $1.6 $25.0 million and $26.6 million, respectively, of charges and costs related to the Greif Acquisition.
(c) For the three and nine months ended September 30, 2026, includes $3.0 million of charges related to fire damage at a corrugated products facility.
(c) (d) For the three and six nine months ended June September 30, 2026, includes $6.3 $0.3 million and $59.7 $60.0 million, respectively, of charges related to the announced discontinuation of the No. 2 machine and kraft pulping facilities at the Wallula, Washington mill.
1 unchanged paragraph
Three Months Ended June September 30,
1 unchanged paragraph
Facilities closure and other costs (income) (d) (e)
Acquisition and integration-related costs (e) (f)
Corrugated products facility fire (g)
Wallula mill restructuring (f) (h)
1 unchanged paragraph
Six Months Ended June 30,
Nine Months Ended September 30,
1 unchanged paragraph
1 unchanged paragraph
7 unchanged paragraphs
6 unchanged paragraphs
1 unchanged paragraph
6 unchanged paragraphs
1 unchanged paragraph
2 unchanged paragraphs
2 unchanged paragraphs
4 unchanged paragraphs
2 unchanged paragraphs
and 17 more changes in the filing
Controls and procedures 3 changes
1 unchanged paragraph
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 June September 30, 2026. 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 June September 30, 2026.
1 unchanged paragraph
On September 2, 2025, we completed the acquisition of the containerboard business of Greif, Inc. We are currently in the process of assessing and integrating Greif's internal control over financial reporting with our existing internal control over financial reporting.
Except as described above, There have been no changes in the Company's internal control over financial reporting that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting during the quarter ended June September 30, 2026.
Unregistered sales of stock 2 changes
The following table presents information related to our repurchases of common stock made under repurchase plans authorized by PCA's Board of Directors, and shares withheld to cover taxes on vesting of equity awards, during the three months ended June September 30, 2026:
1 unchanged paragraph
September 1-30, 2026
1 unchanged paragraph
Other information 1 change
During the three months ended June September 30, 2026, none of the Company's directors or officers adopted or terminated any contract, instruction, or written plan for the purchase or sale of our securities intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act or any non-Rule 10b5-1 trading arrangements as defined in Item 408(a) of Regulation S-K.
Exhibits 2 changes
10 unchanged paragraphs
Date: August 7, 2026
Date: November 5, 2026
Unchanged: Forward-looking statements, Market risk, Risk factors, Defaults on senior securities, Mine saf ety disclosures
Compared by code from the two filings' text and XBRL. Not advice.
The reading, claim by claim
- The filing provides unaudited consolidated financial statements, including income statements, balance sheets, and cash flow statements.
- The financial data is presented in millions of dollars, with per-share data also included.
- For the quarter ended September 30, 2026, Packaging Corporation of America reported revenue of $2,601.7 million.
- The company's balance sheet as of September 30, 2026, shows total assets of $11,237.2 million.
- The company's cash and cash equivalents were $534.6 million as of that date.
5 of 5 claims matched the filing text.
From the filing's financial data, not stated in its text
From this 10-Q's financial data (XBRL) for the quarter ended September 30, 2026
- Revenue increased by 12.5% compared to the same period in 2025.
From the filing
Item 6.
Item 6.
Exhibits
34
All reports we file with the Securities and Exchange Commission (SEC) are available free of charge via the Electronic Data Gathering Analysis and Retrieval (EDGAR) System on the SEC website at www.sec.gov. We also provide copies of our SEC filings at no charge upon request and make electronic copies of our reports available through our website at www.packagingcorp.com as soon as reasonably practicable after filing such material with the SEC.
i
PART I FINANCIAL INFORMATION
Item 1. FINANCI AL STATEMENTS
Item 1. FINANCI AL STATEMENTS
Packaging Corporation of America1
Consolidated Statements of In come and Comprehensive Income (unaudited1, dollars in millions2, except per-share data)
Three Months Ended
Nine Months Ended
September 30,
September 30,
2026
2025
2026
2025
Statements of Income:
$
2,313.4
$
7,459.3
$
6,625.7
Cost of sales
( 1,997.8
)
( 1,809.1
)
( 5,890.2
)
( 5,183.6
)
Gross profit
603.9
504.3
1,569.1
1,442.1
Selling, general and administrative expenses
( 182.7
)
( 154.3
)
( 542.3
)
( 468.9
)
Other expense, net
( 35.9
)
( 25.5
)
( 99.1
)
( 34.7
)
Income from operations
385.3
324.5
927.7
938.5
Non-operating pension income
1.2
—
3.5
—
Interest expense, net
( 32.3
)
( 19.3
)
( 98.3
)
( 45.2
)
Income before taxes
354.2
305.2
832.9
893.3
Provision for income taxes
( 91.9
)
( 78.3
)
( 207.6
)
( 221.0
)
Net income
$
262.3
$
226.9
$
625.3
$
672.3
Net income per common share:
Basic
$
2.94
$
2.52
$
7.02
$
7.48
Diluted
$
2.93
$
2.51
$
6.98
$
7.45
Dividends declared per common share
$
1.50
$
1.25
$
4.25
$
3.75
Statements of Comprehensive Income:
Net income
$
262.3
$
226.9
$
625.3
$
672.3
Other comprehensive income, net of tax:
Changes in unrealized (losses) gains on marketable debt securities, net of tax of $ 0.1 million, $ 0.0 million, $ 0.3 million, and ($ 0.1 ) million, respectively
( 0.4
)
—
( 0.9
)
0.2
Amortization of pension and postretirement plans actuarial loss and prior service cost, net of tax of ($ 0.3 ) million,
($ 0.3 ) million, ($ 0.9 ) million, and ($ 0.9 ) million, respectively
0.9
1.0
2.8
2.8
Other comprehensive income
0.5
1.0
1.9
3.0
Comprehensive income
$
262.8
$
227.9
$
627.2
$
675.3
See accompanying condensed notes to unaudited quarterly consolidated financial statements.
1
Packaging Corporation of America
Consolidated B alance Sheets (unaudited, dollars and shares in millions, except per-share data)
September 30,
December 31,
2026
2025
ASSETS
Current Assets:
$
529.0
Short-term marketable debt securities and other ($ 100.3 million and $ 71.8 million measured at fair value as of September 30, 2026 and December 31, 2025, respectively)
150.3
71.8
Accounts receivable, net of allowance for credit losses and customer deductions of $ 20.6 million and $ 17.0 million as of September 30, 2026 and December 31, 2025, respectively
1,483.6
1,255.8
Inventories
1,309.7
1,243.2
Prepaid expenses and other current assets
93.1
85.8
Federal and state income taxes receivable
—
28.1
Total current assets
3,571.3
3,213.7
Property, plant, and equipment, net
5,095.5
4,985.1
Goodwill
1,420.4
1,372.3
Other intangible assets, net
547.2
602.3
Operating lease right-of-use assets
415.9
376.0
Long-term marketable debt securities
76.9
67.0
Other long-term assets
110.0
109.1
$
10,725.5
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Operating lease obligations
$
107.0
$
99.8
Finance lease obligations
2.4
2.3
Accounts payable
637.9
471.4
Dividends payable
137.5
116.1
Accrued liabilities
312.9
302.1
Accrued interest
39.3
23.4
Federal and state income taxes payable
7.8
—
Total current liabilities
1,244.8
1,015.1
Long-term liabilities:
Long-term debt
3,969.7
3,967.3
Operating lease obligations
324.7
290.6
Finance lease obligations
3.1
4.9
Deferred income taxes
669.4
660.1
Compensation and benefits
116.3
106.2
Other long-term liabilities
103.8
83.3
Total long-term liabilities
5,187.0
5,112.4
Commitments and contingent liabilities (Note 19)
Stockholders' equity:
0.9
0.9
Additional paid in capital
753.6
707.7
Retained earnings
4,090.6
3,931.0
Accumulated other comprehensive loss
( 39.7
)
( 41.6
)
Total stockholders' equity
4,805.4
4,598.0
Total liabilities and stockholders' equity
$
11,237.2
$
10,725.5
See accompanying condensed notes to unaudited quarterly consolidated financial statements.
2
Packaging Corporation of America
Consolidated Statem ents of Cash Flows (unaudited, dollars in millions)
Nine Months Ended
September 30,
2026
2025
Cash Flows from Operating Activities:
Net income
$
625.3
$
672.3
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation, depletion, and amortization of intangibles
582.8
431.2
Amortization of deferred financing costs
2.4
4.5
Share-based compensation expense
47.4
36.6
Deferred income tax provision
9.2
109.4
Net loss (gain) on asset disposals
21.9
( 14.7
)
Pension and post-retirement benefits expense, net of contributions
1.0
6.1
Other, net
12.1
7.3
Changes in operating assets and liabilities, net of acquisitions:
(Increase) decrease in assets —
Accounts receivable
( 226.3
)
( 110.6
)
Inventories
( 66.2
)
( 28.1
)
Prepaid expenses and other current assets
( 7.5
)
87.4
Increase (decrease) in liabilities —
Accounts payable
110.6
12.0
Accrued liabilities
28.3
( 54.5
)
Federal and state income taxes payable/receivable
35.9
( 48.0
)
Net cash provided by operating activities
1,176.9
1,110.9
Cash Flows from Investing Activities:
Additions to property, plant, and equipment
( 617.9
)
( 509.9
)
Acquisition of business, net of cash acquired
( 21.2
)
( 1,804.3
)
Additions to other long-term assets
( 2.1
)
( 2.1
)
Proceeds from asset disposals
1.7
33.3
Purchases of short-term investments in time deposits
( 100.0
)
—
Proceeds from short-term investment in time deposit
50.0
—
Purchases of available-for-sale debt securities
( 113.5
)
( 99.3
)
Proceeds from sales of available-for-sale debt securities
12.3
19.2
Proceeds from maturities of available-for-sale debt securities
61.7
75.7
Other, net
6.3
—
Net cash used for investing activities
( 722.7
)
( 2,287.4
)
Cash Flows from Financing Activities:
Repayments of debt and finance lease obligations
( 1.7
)
( 1.6
)
Proceeds from issuance of debt, net of discount and lender fees
—
1,494.1
Financing costs paid
—
( 6.5
)
Common stock dividends paid
( 356.9
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