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 2021
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 third largest producer of containerboard products and a leading
producer of UFS paper in North America. We operate eight mills and 90 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 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 2021 Annual Report on Form 10-K.

Executive Summary



Third quarter net sales were $2.13 billion in 2022 and $2.00 billion in 2021. We
reported $262 million of net income, or $2.80 per diluted share, during the
third quarter of 2022, compared to $251 million, or $2.63 per diluted share,
during the same period in 2021. Net income included $3 million of expense for
special items in the third quarter of 2022, compared to $6 million of expense
for special items in 2021 (discussed below). Excluding special items, net income
was $266 million, or $2.83 per diluted share, during the third quarter of 2022,
compared to $257 million, or $2.69 per diluted share, in the third quarter of
2021. The increase in net income was driven primarily by higher prices and mix
in our Packaging and Paper segments, lower interest expense, and a lower tax
rate. These items were partially offset by higher operating costs, lower volume
in our Packaging and Paper segments, higher freight and logistics expenses,
higher scheduled outage expenses, higher depreciation expense, and higher
converting and other expenses. For additional detail on special items included
in reported GAAP results, as well as segment income (loss) excluding special
items, earnings before non-operating pension income (expense), interest, income
taxes, and depreciation, amortization, and depletion ("EBITDA"), and EBITDA
excluding special items, see "Item 2. Reconciliations of Non-GAAP Financial
Measures to Reported Amounts."

Packaging segment income from operations was $359 million in the third quarter
of 2022, compared to $365 million in the third quarter of 2021. Packaging
segment EBITDA excluding special items was $467 million in the third quarter of
2022 and 2021. Higher prices and mix were offset by lower sales and production
volumes, higher operating and converting costs, higher scheduled outage
expenses, and higher freight and logistic expenses. Lower sales and production
volumes were driven by lower demand, as economic conditions continued to
deteriorate during the quarter. We continued to experience cost inflation across
our business.

Paper segment income from operations was $26 million in the third quarter of
2022, compared to $11 million in the third quarter of 2021. Paper segment EBITDA
excluding special items was $33 million in the third quarter of 2022, compared
to $18 million in the third quarter of 2021. The increase was due to higher
prices and mix, lower freight and logistic expenses, and lower operating costs,
partially offset by lower sales and production volumes and higher scheduled
outage expenses.

During the fourth quarter of 2020, in order to meet strong packaging demand and
maintain appropriate inventory levels in the packaging segment, we temporarily
began producing linerboard on the No. 3 machine at the Jackson mill, and we have
produced linerboard on the machine since that time. In the first quarter of
2021, we announced the discontinuation of production of UFS paper grades on the
machine and the permanent conversion of the machine to produce linerboard and
other paper-to-containerboard conversion related activities. Sales and
production in the Paper segment will remain below pre-pandemic levels as we will
no longer be producing paper products on the Jackson No. 3 machine. In the third
quarter of 2021, we began producing corrugating medium on the No. 1 machine at
the Jackson mill (which had produced UFS paper in the past) to help satisfy our
demand for containerboard, build necessary inventories, and evaluate the
capability of the machine to produce containerboard on a cost-effective basis.
We expect to continue producing corrugating medium on the machine for the
foreseeable future. For the periods presented, operating results for the Jackson
mill are included in both the Packaging and Paper segments, as appropriate.

Packaging segment income from operations was $1,141 million in the first nine
months of 2022, compared to $940 million in the same period in 2021. Packaging
segment EBITDA excluding special items was $1,456 million in the first nine
months of 2022 compared to $1,228 million in the first nine months of 2021. The
increase in EBITDA excluding special items was due primarily to higher prices
and mix, partially offset by higher operating and converting costs, higher
freight and logistic expenses, lower sales and production volumes, and higher
scheduled outage expenses.

Paper segment income from operations was $71 million in the first nine months of
2022, compared to $22 million in the first nine months of 2021. Paper segment
EBITDA excluding special items was $93 million in the first nine months of 2022,
compared to $46 million in the same period in 2021. The increase in EBITDA
excluding special items was due to higher prices and mix and lower operating
costs, partially offset by lower sales and production volumes, higher scheduled
outage expenses, and higher freight and logistic expenses.

                                       17

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Special Items and Earnings per Diluted Share, Excluding Special Items



A reconciliation of reported earnings per diluted share to earnings per diluted
share, excluding special items, for the three and nine months ended September
30, 2022 and 2021 are as follows:

                                              Three Months Ended              Nine Months Ended
                                                 September 30,                  September 30,
                                            2022             2021           2022            2021

Earnings per diluted share, as reported $ 2.80 $ 2.63 $

    8.70       $    6.55
Special items:
  Jackson mill conversion-related
activities (a)                                 0.03              0.03          0.08            0.07
  Acquisition-related, facilities
closure and other costs (b)                       -              0.02             -               -
  Debt refinancing (c)                            -              0.01             -            0.01
Total special items                            0.03              0.06          0.08            0.08
Earnings per diluted share, excluding
special items                             $    2.83       $      2.69     $    8.78       $    6.63



(a)
For the three and nine months ended September 30, 2022, includes $3.9 million
and $9.4 million, respectively, of charges related to the announced
discontinuation of production of uncoated freesheet paper grades on the No. 3
machine at the Jackson, Alabama mill associated with the permanent conversion of
the machine to produce linerboard and other paper-to-containerboard conversion
related activities. For the three and nine months ended September 30, 2021,
these amounts were $4.5 million and $9.4 million, respectively.

(b)


For the three and nine months ended September 30, 2022, includes $0.2 million of
charges and $0.2 million of income, respectively, consisting of closure costs
related to corrugated products facilities and acquisition and integration costs
related to the December 2021 Advance Packaging Corporation acquisition,
partially offset by a gain on sale of assets related to a corrugated products
facility. For the nine months ended September 30, 2022, these costs were offset
by insurance proceeds received for a natural disaster at one of the corrugated
products facilities and a favorable lease buyout for a closed corrugated
products facility.

For the three and nine months ended September 30, 2021, includes $2.7 million
and $0.1 million, respectively, of charges consisting of closure costs related
to corrugated products facilities. For the nine months ended September 30, 2021,
these costs are partially offset by income primarily consisting of an adjustment
of the required asset retirement obligation related to the 2020 closure of the
San Lorenzo, California facility, a gain on sale of corporate assets, and
insurance proceeds received for a natural disaster at one of the corrugated
products facilities.

(c)

For the three and nine months ended September 30, 2021, includes $0.5 million of costs related to the Company's September 2021 debt refinancing.




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 in total and per work day were down 4.5% during the third quarter of
2022 compared to the same quarter of 2021. Reported industry containerboard
production decreased 8.6% compared to the third quarter of 2021. Reported
industry containerboard inventories at the end of the third quarter of 2022 were
approximately 3.0 million tons, up 11.4% compared to the same period in 2021.
Reported containerboard export shipments were down 19.2% compared to the third
quarter of 2021. There were no price increases in the third quarter of 2022.

Trade publications reported North American UFS paper shipments were down 2.5% in
the third quarter of 2022, compared to the same quarter of 2021. Average prices
reported by a trade publication for cut size office papers were higher by $52
per ton, or 3.7%, in the third quarter of 2022, compared to the second quarter
of 2022, and higher by $272 per ton, or 23.0%, compared to the third quarter of
2021.

                                       18

--------------------------------------------------------------------------------

Outlook



In the fourth quarter, we expect to see continued lower Packaging demand. Global
and domestic economic conditions continue to be less favorable with high
inflation, higher interest rates, and some continuing supply chain disruptions.
Our customers are continuing to work through high inventories of their products,
which is driving lower orders and demand for our products. The fourth quarter
will have four less shipping days compared to the third quarter, which will
result in lower total box shipments. Accordingly, we expect lower Packaging
sales volumes and lower containerboard production, as we will produce
containerboard to meet our expected demand. At our Jackson, Alabama mill, we
expect to complete the scheduled annual maintenance outage as well as the first
phase of the containerboard conversion work on the No. 3 machine. We also expect
a seasonally less rich mix in corrugated products and lower average export
containerboard prices. In our Paper segment, we will continue to implement our
price increase that took effect in September; however, volume is expected to be
lower compared to the seasonally stronger third quarter. Scheduled outage
expenses are expected to be higher, and we expect higher operating costs,
primarily labor and benefit expenses, along with anticipated colder weather
resulting in higher energy costs. Considering these items, we expect fourth
quarter earnings per share to be lower than third quarter.

Results of Operations

Three Months Ended September 30, 2022, compared to Three Months Ended September 30, 2021

The historical results of operations of PCA for the three months ended September 30, 2022 and 2021 are set forth below (dollars in millions):



                                                Three Months Ended
                                                   September 30,
                                                2022          2021        Change
Packaging                                     $ 1,940.2     $ 1,829.4     $ 110.8
Paper                                             165.3         150.3        15.0
Corporate and Other                                63.3          61.3         2.0
Intersegment eliminations                         (42.9 )       (40.9 )      (2.0 )
Net sales                                     $ 2,125.9     $ 2,000.1     $ 125.8

Packaging                                     $   359.2     $   365.2     $  (6.0 )
Paper                                              26.1          11.0        15.1
Corporate and Other                               (25.0 )       (23.4 )      (1.6 )
Income from operations                        $   360.3     $   352.8     $   7.5
Non-operating pension income                        3.6           5.0        (1.4 )
Interest expense, net                             (16.5 )       (23.9 )       7.4
Income before taxes                               347.4         333.9        13.5
Income tax provision                              (84.9 )       (83.2 )      (1.7 )
Net income                                    $   262.5     $   250.7     $  11.8
Non-GAAP Measures (a)
Net income excluding special items            $   265.6     $   256.5     $ 

9.1


Consolidated EBITDA                               474.3         458.4       

15.9

Consolidated EBITDA excluding special items 477.1 464.0

13.1


Packaging EBITDA                                  464.5         461.4       

3.1

Packaging EBITDA excluding special items 467.1 466.9

0.2


Paper EBITDA                                       32.4          18.1       

14.3


Paper EBITDA excluding special items               32.6          18.1        14.5



(a)

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

Net Sales

Net sales increased $126 million, or 6.3%, to $2,126 million during the three months ended September 30, 2022, compared to $2,000 million during the same period in 2021.



Packaging. Net sales increased $111 million, or 6.1%, to $1,940 million,
compared to $1,829 million in the third quarter of 2021 due to higher prices and
mix ($227 million), partially offset by lower containerboard and corrugated
products volume ($116 million). In the third quarter of 2022, our domestic
containerboard prices were 11.2% higher, while export prices were 15.8% higher,
than the same period in 2021. In the third quarter of 2022, export and domestic
containerboard outside shipments decreased 26.6% compared to the third quarter
of 2021. Our total corrugated products shipments were down 6.0% in total and per
workday, compared to the same period in 2021.

Paper. Net sales increased $15 million, or 10.0%, to $165 million, compared to
$150 million in the third quarter of 2021, due to higher prices and mix ($28
million), partially offset by lower volume ($13 million).

                                       19

--------------------------------------------------------------------------------

Gross Profit



Gross profit increased $8 million during the three months ended September 30,
2022, compared to the same period in 2021. The increase was driven primarily by
higher prices and mix in our Packaging and Paper segments, partially offset by
higher operating costs, lower volume in our Packaging and Paper segments, higher
freight and logistics expenses, higher scheduled outage expenses, and higher
converting and other expenses. In the three months ended September 30, 2022,
gross profit included $2 million of special items primarily related to Jackson
mill conversion-related activities and closure costs related to corrugated
products facilities. In the three months ended September 30, 2021, gross profit
included $3 million of special items for charges related to Jackson mill
conversion-related activities and corrugated facility closure costs.

Selling, General, and Administrative Expenses



Selling, general, and administrative expenses ("SG&A") increased $1 million
during the three months ended September 30, 2022, compared to the same period in
2021. The increase was primarily due to higher information technology expenses,
partially offset by maintenance related expenses.

Other Expense, Net

Other income (expense), net, for the three months ended September 30, 2022 and 2021 are set forth below (dollars in millions):



                                                              Three Months Ended
                                                                 September 30,
                                                            2022               2021
Asset disposals and write-offs                          $        (7.5 )    $       (6.4 )
Jackson mill conversion-related activities                       (2.7 )            (3.2 )
Acquisition-related, facilities closure and other
income (costs)                                                    0.2              (0.7 )
Other                                                            (2.9 )            (3.1 )
Total                                                   $       (12.9 )    $      (13.4 )

We discuss these items in more detail in Note 6, Other Expense, Net, of the Condensed Notes to Unaudited Quarterly Consolidated Financial Statements in "Part I, Item 1. Financial Statements" of this Form 10-Q.

Income from Operations



Income from operations increased $7 million, or 2.1%, during the three months
ended September 30, 2022, compared to the same period in 2021. The third quarter
of 2022 included $4 million of special items expense primarily related to the
Jackson mill conversion-related activities, compared to $7 million of special
items expense primarily related to corrugated facility closures and costs from
Jackson mill conversion-related activities in the third quarter of 2021.

Packaging. Packaging segment income from operations decreased $6 million to $359
million, compared to $365 million during the three months ended September 30,
2021. The decrease related primarily to higher operating and converting costs
($99 million), lower sales and production volumes ($67 million), higher freight
expenses ($28 million), higher annual outage expenses ($8 million), higher
depreciation expense ($9 million), and other costs ($3 million), partially
offset by higher containerboard and corrugated products prices and mix ($205
million). Special items during the third quarter of 2022 included $3 million of
expense primarily related to Jackson mill conversion-related activities,
compared to $6 million of expense for Jackson mill conversion-related activities
and corrugated facility closures in the third quarter of 2021.

Paper. Paper segment income from operations increased $15 million to $26
million, compared to $11 million during the three months ended September 30,
2021. The increase primarily related to higher prices and mix ($29 million),
lower freight expenses ($2 million), lower operating costs ($1 million), and
lower depreciation expenses ($1 million), partially offset by lower sales and
production volumes ($7 million), higher annual outage expenses ($8 million), and
other costs ($2 million). Special items during the third quarters of 2022 and
2021 included $1 million each of expense for Jackson mill conversion-related
activities.

Non-Operating Pension Income, Interest Expense, Net and Income Taxes

Non-operating pension income decreased $1 million during the three months ended September 30, 2022, compared to the same period in 2021. The decrease in non-operating pension income was primarily related to assumption changes, partially offset by favorable 2021 asset performance.




Interest expense, net for the three months ended September 30, 2022 decreased $7
million when compared to the same period in 2021. The decrease in interest
expense, net was primarily due to higher interest income due to higher rates on
invested cash balances and lower interest rates on the Company's fixed-rate debt
as a result of the Company's debt refinancing completed in October 2021,
compared to the same period in 2021.



During the three months ended September 30, 2022, we recorded $85 million of
income tax expense, compared to $83 million of expense during the three months
ended September 30, 2021. The effective tax rate for the three months ended
September 30, 2022 and 2021 was 24.4% and 24.9%, respectively. The decrease in
our effective tax rate for the three months ended September 30, 2022 compared to
the same period in 2021 was primarily due to favorable employee restricted stock
and performance unit vests with higher excess tax benefits and favorable state
tax law changes, partially offset by higher nondeductible employee remuneration
paid to covered employees.

                                       20

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Nine Months Ended September 30, 2022, compared to Nine Months Ended September 30, 2021

The historical results of operations of PCA for the nine months ended September 30, 2022 and 2021 are set forth below (dollars in millions):




                                                 Nine Months Ended
                                                   September 30,
                                                2022          2021        Change
Packaging                                     $ 5,971.6     $ 5,171.4     $ 800.2
Paper                                             468.6         457.1        11.5
Corporate and Other                               184.8         171.8        13.0
Intersegment eliminations                        (125.4 )      (113.2 )     (12.2 )
Net sales                                     $ 6,499.6     $ 5,687.1     $ 812.5

Packaging                                     $ 1,141.3     $   940.3     $ 201.0
Paper                                              71.2          22.3        48.9
Corporate and Other                               (79.8 )       (76.9 )      (2.9 )
Income from operations                        $ 1,132.7     $   885.7     $ 247.0
Non-operating pension income                       10.9          14.8        (3.9 )
Interest expense, net                             (55.3 )       (72.2 )      16.9
Income before taxes                             1,088.3         828.3       260.0
Income tax provision                             (270.1 )      (203.7 )     (66.4 )
Net income                                    $   818.2     $   624.6     $ 193.6
Non-GAAP Measures (a)
Net income excluding special items            $   825.1     $   632.1     $ 

193.0


Consolidated EBITDA                             1,470.7       1,196.7       

274.0

Consolidated EBITDA excluding special items 1,476.8 1,202.6 274.2 Packaging EBITDA

                                1,453.5       1,223.4       

230.1

Packaging EBITDA excluding special items 1,456.3 1,227.8 228.5 Paper EBITDA

                                       89.7          43.4       

46.3


Paper EBITDA excluding special items               93.0          45.5        47.5



(a)

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

Net Sales

Net sales increased $813 million, or 14.3%, to $6,500 million during the nine months ended September 30, 2022, compared to $5,687 million during the same period in 2021.



Packaging. Net sales increased $800 million, or 15.5%, to $5,972 million,
compared to $5,171 million in the nine months ended September 30, 2021, due to
higher containerboard and corrugated products prices and mix ($800 million). In
the first nine months of 2022, our domestic containerboard prices were 14.9%
higher, while export prices were 26.4% higher, than the same period in 2021. In
the first nine months of 2022, export and domestic containerboard outside
shipments increased 5.3% compared to the first nine months of 2021. Total
corrugated products shipments were down 1.1% with one additional workday, and
down 1.6% per day compared to the same period in 2021.

Paper. Net sales during the nine months ended September 30, 2022 increased $12
million, or 2.5%, to $469 million, compared to $457 million in the nine months
ended September 30, 2021, due to higher prices and mix ($70 million), partially
offset by decreased volume ($58 million).

Gross Profit



Gross profit increased $277 million during the nine months ended September 30,
2022, compared to the same period in 2021. The increase was driven primarily by
higher prices and mix in the Packaging and Paper segments, partially offset by
higher operating and converting costs, higher freight and logistics expenses,
and lower volume in the Packaging and Paper segments. In the nine months ended
September 30, 2022, gross profit included $5 million of special items expense
primarily related to Jackson mill conversion-related activities. In the nine
months ended September 30, 2021, gross profit included $6 million of special
items expense for Jackson mill conversion-related activities and corrugated
facility closure costs.

Selling, General, and Administrative Expenses



Selling, general, and administrative expenses ("SG&A") increased $27 million
during the nine months ended September 30, 2022, compared to the same period in
2021. The increase was primarily due to employee-related expenses, information
technology expenses, and outside services.

                                       21

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Other Expense, Net

Other income (expense), net, for the nine months ended September 30, 2022 and 2021 are set forth below (dollars in millions):




                                                             Nine Months Ended
                                                               September 30,
                                                              2022         2021
Asset disposals and write-offs                             $    (33.9 )   $ (27.3 )
Jackson mill conversion-related activities                       (4.8 )      (6.1 )
Acquisition-related, facilities closure and other income          0.4         2.7
Other                                                            (6.4 )     (11.0 )
Total                                                      $    (44.7 )   $ (41.7 )

We discuss these items in more detail in Note 6, Other Expense, Net, of the Condensed Notes to Unaudited Quarterly Consolidated Financial Statements in "Part I, Item 1. Financial Statements" of this Form 10-Q.

Income from Operations



Income from operations increased $247 million, or 27.9%, during the nine months
ended September 30, 2022, compared to the same period in 2021. The first nine
months of 2022 included $9 million of special items expense primarily related to
Jackson mill conversion-related costs, corrugated facility closure costs, and
acquisition and integration costs related to Advance Packaging, partially offset
by income related to storm damage proceeds and a favorable lease buyout for a
closed corrugated facility, compared to $10 million of special items expense
related to Jackson mill conversion-related activities and corrugated facilities
closure costs in the same period of 2021.

Packaging. Packaging segment income from operations increased $201 million to
$1,141 million during the first nine months of 2022, compared to the same period
last year. The increase related primarily to higher containerboard and
corrugated products prices and mix ($693 million), partially offset by higher
operating and converting costs ($349 million), higher freight expenses ($87
million), and higher depreciation expense ($30 million), lower sales and
production volumes ($21 million), higher annual outage expenses ($4 million),
and other costs ($4 million). Special items during the first nine months of 2022
included $3 million of expense related to Jackson mill conversion-related costs,
corrugated facility closure costs, and acquisition and integration costs related
to Advance Packaging, partially offset by income related to storm damage
proceeds and a favorable lease buyout for a closed corrugated facility, compared
to $5 million of costs for Jackson mill conversion-related activities and
corrugated facilities closures costs in the first nine months of 2021.

Paper. Paper segment income from operations increased $49 million to $71
million, compared to the nine months ended September 30, 2021. The increase
primarily related to higher prices and mix ($71 million), lower operating costs
($17 million), and lower depreciation expense ($3 million), partially offset by
lower sales and production volumes ($24 million), higher annual outage expenses
($8 million), and higher freight and other expenses ($8 million). Special items
during the first nine months of 2022 included $6 million of expense related to
Jackson mill conversion-related activities, compared to $5 million of expense
related to Jackson mill conversation-related activities in the first nine months
of 2021.

Non-Operating Pension Income, Interest Expense, and Income Taxes

Non-operating pension income decreased $4 million during the nine months ended September 30, 2022, compared to the same period in 2021. The decrease in non-operating pension income was primarily related to assumption changes, partially offset by favorable 2021 asset performance.




Interest expense, net decreased $17 million during the nine months ended
September 30, 2022, compared to the same period in 2021. The decrease in
interest expense, net was primarily due to lower interest rates on the Company's
fixed-rate debt as a result of the Company's debt refinancing completed in
October 2021, higher interest income due to higher rates on invested cash
balances, and higher capitalized interest related to the increase in capital
investments in the first nine months of 2022, compared to the same period in
2021.


During the nine months ended September 30, 2022, we recorded $270 million of
income tax expense, compared to $204 million of expense during the nine months
ended September 30, 2021. The effective tax rate for the nine months ended
September 30, 2022 and 2021 was 24.8% and 24.6%, respectively. The increase in
our effective tax rate for the nine months ended September 30, 2022 compared to
the same period in 2021 was primarily due to higher nondeductible employee
remuneration paid to covered employees, partially offset by favorable employee
restricted stock and performance unit vests with higher excess tax benefits.

                                       22

--------------------------------------------------------------------------------

Liquidity and Capital Resources

Sources and Uses of Cash



Our primary sources of liquidity are net cash provided by operating activities
and available borrowing capacity under our revolving credit facility. At
September 30, 2022, we had $649 million of cash and cash equivalents, $145
million of marketable debt securities, and $321 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, common stock dividends, and repurchases of common
stock. 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):



                                              Nine Months Ended
                                                September 30,
                                              2022          2021        

Change


Net cash provided by (used for):
Operating activities                        $ 1,074.9     $  703.4     $  371.5
Investing activities                           (581.9 )     (365.0 )     (216.9 )
Financing activities                           (463.0 )      389.9      

(852.9 ) Net increase in cash and cash equivalents $ 30.0 $ 728.3 $ (698.3 )




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 nine months ended September 30, 2022, net cash provided by operating
activities was $1,075 million, compared to $703 million in the same period in
2021, an increase of $372 million. Cash from operations excluding changes in
cash used for operating assets and liabilities increased $229 million primarily
due to higher income from operations in 2022 as discussed above. Cash from
operations increased by $143 million due to changes in operating assets and
liabilities, primarily related to favorable changes in accounts receivable in
2022 due to lower sales volumes in the third quarter of 2022, partially offset
by higher pricing in 2022 in the Packaging segment. This was partially offset by
unfavorable changes in accrued liabilities primarily in compensation and
benefits liabilities in the first nine months of 2022 compared to the same
period in 2021.

Investing Activities



We used $582 million for investing activities during the nine months ended
September 30, 2022 compared to $365 million during the same period in 2021. We
spent $577 million for internal capital investments during the nine months ended
September 30, 2022, compared to $366 million during the same period in 2021.

We expect capital investments in 2022 to be approximately $820 million,
including capital spending related to the conversion of the No. 3 paper machine
to containerboard at our Jackson mill. 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 $17 million in 2022. 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 2021 Annual
Report on Form 10-K.

Financing Activities

During the nine months ended September 30, 2022, net cash used for financing
activities was $463 million, compared to $390 million of net cash provided by
financing activities during the same period in 2021. We paid $304 million of
dividends during the first nine months of 2022, compared to $285 million of
dividends paid during the comparable period in 2021. We repurchased and retired
1.0 million shares of the Company's common stock for $142 million during the
first nine months of 2022. We had no share repurchases during the same period in
2021. During the nine months ended September 30, 2021, we issued $700 million of
3.05% Senior Notes due 2051, the proceeds of which were used to redeem $700
million of 4.50% Senior Notes due 2023 in October 2021. We also paid $8 million
of debt issuance costs associated with the September 2021 debt refinancing and
$1 million of debt issuance costs related to the New Revolving Credit Agreement
that was entered into on June 8, 2021.

In addition to the items discussed in Note 12, Debt, of the Condensed Notes to
Unaudited Quarterly Consolidated Financial Statements in "Part I, Item 1.
Financial Statements" of this Form 10-Q, see Note 11, Debt, of the Notes to
Consolidated Financial Statements in "Part II, Item 8. Financial Statements and
Supplementary Data" of our 2021 Annual Report on Form 10-K for more information.

Contractual Obligations



There have been no material changes to the contractual obligations disclosed in
Item 7. "Management's Discussion and Analysis of Financial Condition and Results
of Operations" of our 2021 Annual Report on Form 10-K.

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Reconciliations of Non-GAAP Financial Measures to Reported Amounts



Income from operations excluding special items, net income excluding special
items, EBITDA, and EBITDA excluding special items are non-GAAP financial
measures. Management excludes special items, as it believes that these items are
not necessarily reflective of the ongoing operations of our business. These
measures are presented because they provide a means to evaluate the performance
of our segments and our Company on an ongoing basis using the same measures that
are used by our management, because these measures assist in providing a
meaningful comparison between periods and because these measures are frequently
used by investors and other interested parties in the evaluation of companies
and the performance of their segments. Any analysis of non-GAAP financial
measures should be done in conjunction with results presented in accordance with
GAAP. The non-GAAP measures are not intended to be substitutes for GAAP
financial measures and should not be used as such. Reconciliations of the
non-GAAP measures to the most comparable measure reported in accordance with
GAAP for the three and nine months ended September 30, 2022 and 2021 follow
(dollars in millions):

                                                     Three Months Ended September 30,
                                                 2022                                 2021
                                   Income                                Income
                                   before       Income        Net        before      Income        Net
                                   Taxes        Taxes        Income       Taxes       Taxes      Income
As reported in accordance with
GAAP                              $  347.4     $  (84.9 )   $  262.5     $ 333.9     $ (83.2 )   $ 250.7
Special items:
Jackson mill conversion-related
activities (a)                         3.9         (1.0 )        2.9         4.5        (1.1 )       3.4
Acquisition-related, facilities
closure and other costs (b)            0.2            -          0.2         2.7        (0.7 )       2.0
Debt refinancing (c)                     -            -            -         0.5        (0.1 )       0.4
Total special items                    4.1         (1.0 )        3.1         7.7        (1.9 )       5.8
Excluding special items           $  351.5     $  (85.9 )   $  265.6     $ 341.6     $ (85.1 )   $ 256.5



                                                      Nine Months Ended September 30,
                                                 2022                                   2021
                                   Income                                 Income
                                   before        Income        Net        before       Income        Net
                                    Taxes        Taxes        Income       Taxes       Taxes       Income
As reported in accordance with
GAAP                              $ 1,088.3     $ (270.1 )   $  818.2     $ 828.3     $ (203.7 )   $ 624.6
Special items:
Jackson mill conversion-related
activities (a)                          9.4         (2.3 )        7.1         9.4         (2.4 )       7.0
Acquisition-related, facilities
closure and other costs
(income) (b)                           (0.2 )          -         (0.2 )       0.1            -         0.1
Debt refinancing (c)                      -            -            -         0.5         (0.1 )       0.4
Total special items                     9.2         (2.3 )        6.9        10.0         (2.5 )       7.5
Excluding special items           $ 1,097.5     $ (272.4 )   $  825.1     $

838.3     $ (206.2 )   $ 632.1



(a)
Includes charges related to the announced discontinuation of production of UFS
paper grades on the No. 3 machine at the Jackson, Alabama mill associated with
the permanent conversion of the machine to produce linerboard and other
paper-to-containerboard conversion related activities.

(b)


For the three months ended September 30, 2022, includes closure costs related to
corrugated products facilities and acquisition and integration costs related to
the December 2021 Advance Packaging Corporation acquisition, partially offset by
a gain on sale of assets related to a corrugated products facility. For the nine
months ended September 30, 2022, these costs were offset by insurance proceeds
received for a natural disaster at one of the corrugated products facilities and
a favorable lease buyout for a closed corrugated products facility.

For the three months ended September 30, 2021, includes closure costs related to
corrugated products facilities. For the nine months ended September 30, 2021,
these costs are partially offset by income primarily consisting of an adjustment
of the required asset retirement obligation related to the 2020 closure of the
San Lorenzo, California facility, a gain on sale of corporate assets, and
insurance proceeds received for a natural disaster at one of the corrugated
products facilities, partially offset by closure costs related to corrugated
products facilities.

(c)

Includes costs related to the Company's September 2021 debt refinancing.


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



                                              Three Months Ended            Nine Months Ended
                                                 September 30,                September 30,
                                              2022           2021          2022          2021
Net income                                 $    262.5      $   250.7     $   818.2     $   624.6
Non-operating pension income                     (3.6 )         (5.0 )       (10.9 )       (14.8 )
Interest expense, net                            16.5           23.9          55.3          72.2
Income tax provision                             84.9           83.2         270.1         203.7
Depreciation, amortization, and
depletion                                       114.0          105.6         338.0         311.0
EBITDA                                     $    474.3      $   458.4     $ 1,470.7     $ 1,196.7

Special items:
Jackson mill conversion-related
activities                                        2.7            3.3           6.4           6.4
Acquisition-related, facilities closure
and other costs (income)                          0.1            2.3          (0.3 )        (0.5 )
Total special items                               2.8            5.6           6.1           5.9
EBITDA excluding special items             $    477.1      $   464.0     $ 1,476.8     $ 1,202.6

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



                                                Three Months Ended            Nine Months Ended
                                                   September 30,                September 30,
                                                2022           2021          2022          2021
Packaging
Segment income                               $    359.2      $   365.2     $ 1,141.3     $   940.3
Depreciation, amortization, and depletion         105.3           96.2         312.2         283.1
EBITDA                                            464.5          461.4       1,453.5       1,223.4
Jackson mill conversion-related activities          2.5            3.2           3.1           4.1
Acquisition-related, facilities closure
and other costs (income)                            0.1            2.3          (0.3 )         0.3
EBITDA excluding special items               $    467.1      $   466.9     $ 1,456.3     $ 1,227.8

Paper
Segment income                               $     26.1      $    11.0     $    71.2     $    22.3
Depreciation, amortization, and depletion           6.3            7.1          18.5          21.1
EBITDA                                             32.4           18.1          89.7          43.4
Jackson mill conversion-related activities          0.2              -           3.3           2.1
EBITDA excluding special items               $     32.6      $    18.1     $    93.0     $    45.5

Corporate and Other
Segment loss                                 $    (25.0 )    $   (23.4 )   $   (79.8 )   $   (76.9 )
Depreciation, amortization, and depletion           2.4            2.3           7.3           6.8
EBITDA                                            (22.6 )        (21.1 )       (72.5 )       (70.1 )
Acquisition-related, facilities closure
and other income                                      -              -             -          (0.8 )
Jackson mill conversion-related activities            -            0.1             -           0.2
EBITDA excluding special items               $    (22.6 )    $   (21.0 )   $   (72.5 )   $   (70.7 )

EBITDA                                       $    474.3      $   458.4     $ 1,470.7     $ 1,196.7

EBITDA excluding special items               $    477.1      $   464.0

$ 1,476.8 $ 1,202.6

Market Risk and Risk Management Policies



PCA is exposed to the impact of commodity price changes, interest rate changes,
and changes in the market value of its financial instruments. To manage these
risks, we may from time to time enter into transactions, including certain
physical commodity transactions, that are determined to be derivatives. As of
September 30, 2022, we are party to certain physical commodity transactions
related to natural gas supply contracts. These contracts qualify for the normal
purchase normal sale ("NPNS") exception, and we have elected that exception. For
a discussion of derivatives and hedging activities, see Note 16, Derivative
Instruments and Hedging Activities, of the Notes to Consolidated Financial
Statements in "Part II, Item 8. Financial Statements and Supplementary Data" of
our 2021 Annual Report on Form 10-K.

At September 30, 2022, interest rates on 100% of PCA's outstanding debt are fixed.


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Off-Balance-Sheet Activities

The Company does not have any off-balance sheet arrangements as of September 30, 2022.



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 2021 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 2021 Annual Report on Form 10-K a discussion of its critical accounting policies and estimates which require management's most difficult, subjective, or complex judgments used in the preparation of its consolidated financial statements. PCA has not had any changes to these critical accounting estimates during the first nine months of 2022.

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 the COVID-19 pandemic on the health of our employees, on our vendors and customers and on economic conditions affecting our business;

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, 2021.

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