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



Second quarter net sales were $2.24 billion in 2022 and $1.88 billion in 2021.
We reported $302 million of net income, or $3.20 per diluted share, during the
second quarter of 2022, compared to $207 million, or $2.17 per diluted share,
during the same period in 2021. Net income included $2 million of expense for
special items in the second quarter of 2022, compared to less than $1 million of
income for special items in 2021 (discussed below). Excluding special items, net
income was $304 million, or $3.23 per diluted share, during the second quarter
of 2022, compared to $207 million, or $2.17 per diluted share, in the second
quarter of 2021. The increase in net income was driven primarily by higher
prices and mix and volume in the Packaging segment, higher prices and mix in the
Paper segment, lower scheduled outage expenses, lower interest expense, and
other items. These items were partially offset by higher operating costs,
freight and logistics expenses, converting costs, and depreciation expense,
lower volume in the Paper segment, and a higher tax rate. 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 $420 million in the second quarter
of 2022, compared to $317 million in the second quarter of 2021. Packaging
segment EBITDA excluding special items was $525 million in the second quarter of
2022 compared to $409 million in the second quarter of 2021. The increase was
due primarily to higher prices and mix and higher sales and production volumes,
and lower scheduled outage expenses, partially offset by higher operating and
converting costs, and higher freight and logistic expenses. Demand in the
Packaging segment remained strong and corrugated product shipments were flat
with the prior year second quarter.

Paper segment income from operations was $23 million in the second quarter of
2022, compared to $3 million in the second quarter of 2021. Paper segment EBITDA
excluding special items was $32 million in the second quarter of 2022, compared
to $12 million in the second quarter of 2021. The increase was due to higher
prices and mix and lower operating costs, partially offset by lower sales and
production volumes, and higher freight and logistic 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 $782 million in the first six
months of 2022, compared to $575 million in the same period in 2021. Packaging
segment EBITDA excluding special items was $989 million in the first six months
of 2022 compared to $761 million in the first six months of 2021. The increase
in EBITDA excluding special items was due primarily to higher prices and mix and
higher sales and production volumes and lower scheduled outage expenses,
partially offset by higher operating and converting costs, and higher freight
and logistic expenses.

                                       17
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Paper segment income from operations was $45 million in the first six months of
2022, compared to $11 million in the first six months of 2021. Paper segment
EBITDA excluding special items was $60 million in the first six months of 2022,
compared to $27 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 and higher freight
and logistic expenses.

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 months ended June 30, 2022 and
2021 are as follows:

                                             Three Months Ended              Six Months Ended
                                                  June 30,                       June 30,
                                            2022             2021           2022           2021
Earnings per diluted share, as
reported                                 $      3.20      $     2.17     $     5.91      $    3.92
Special items:
  Jackson mill conversion-related
activities (a)                                  0.03            0.03     $     0.04           0.04
  Acquisition-related, facilities
closure and other income (b)                   (0.01 )         (0.03 )            -          (0.02 )
Total special items                             0.02               -           0.04           0.02
Earnings per diluted share, excluding
special items                             $ 3.23 (c)      $     2.17     $     5.95      $    3.94



(a)
For the three and six months ended June 30, 2022, includes $3.9 million and $5.4
million, respectively, of 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. For the three
and six months ended June 30, 2021, these amounts were $3.8 million and $4.9
million, respectively.

(b)


For the three and six months ended June 30, 2022, includes $0.9 million and $0.3
million, respectively, of income primarily consisting of 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, partially
offset by closure costs related to corrugated products facilities and
acquisition and integration costs related to the December 2021 Advance Packaging
Corporation acquisition. For the three and six months ended June 30, 2021,
includes $4.7 million and $2.6 million, respectively, of income primarily
consisting of an adjustment for 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)

Amount may not foot due to rounding.




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 2.3% during the second quarter of
2022 compared to the same quarter of 2021. Reported industry containerboard
production increased 2.2% compared to the second quarter of 2021. Reported
industry containerboard inventories at the end of the second quarter of 2022
were approximately 2.86 million tons, up 16.1% compared to the same period in
2021. Reported containerboard export shipments were up 18.7% compared to the
second quarter of 2021. Prices reported by trade publications increased by $60
per ton for linerboard and $70 per ton for corrugating medium in March 2022.
There were no additional price increases in the second quarter of 2022.

Trade publications reported North American UFS paper shipments were essentially
flat, up 0.4% in the second 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 $100 per ton, or 7.7%, in the second quarter of 2022, compared to
the first quarter of 2022, and higher by $270 per ton, or 23.9%, compared to the
second quarter of 2021.

                                       18

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Outlook



During the third quarter, we expect higher prices in our Packaging segment as we
implement the remaining portion of previously announced price increases. In our
Paper segment, we expect higher prices as we will continue to implement our
previously announced price increases. We notified customers of an additional $60
per ton price increase on all paper grades, effective with shipments beginning
September 6, 2022. With economic conditions continuing to be negatively impacted
by broad-based inflation and aggressive interest rate increases, we see
corrugated products growth as softening in the quarter but demand still firm as
certain end markets work through their current supply of inventory. We expect
continued inflation of our operating and converting costs, including higher
costs for natural gas, purchased electricity, and chemicals, along with higher
labor costs. We also expect higher freight expenses, driven by continued rail
service challenges and rail fuel surcharges. Maintenance outage costs will be
higher because we postponed our scheduled International Falls mill outage from
the second to the third quarter. Considering these items, and excluding the
effect of any special items, we expect third quarter earnings to be lower than
our earnings for the second quarter.

Results of Operations

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

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



                                                Three Months Ended
                                                     June 30,
                                                2022          2021        Change
Packaging                                     $ 2,066.9     $ 1,718.5     $ 348.4
Paper                                             149.8         142.3         7.5
Corporate and Other                                63.2          55.1         8.1
Intersegment eliminations                         (42.6 )       (36.0 )      (6.6 )
Net sales                                     $ 2,237.3     $ 1,879.9     $ 357.4

Packaging                                     $   419.8     $   317.2     $ 102.6
Paper                                              22.7           2.6        20.1
Corporate and Other                               (26.7 )       (25.2 )      (1.5 )
Income from operations                        $   415.8     $   294.6     $ 121.2
Non-operating pension income                        3.6           5.0        (1.4 )
Interest expense, net                             (18.8 )       (24.9 )       6.1
Income before taxes                               400.6         274.7       125.9
Income tax provision                              (99.1 )       (67.4 )     (31.7 )
Net income                                    $   301.5     $   207.3     $  94.2
Non-GAAP Measures (a)
Net income excluding special items            $   303.7     $   206.6     $ 

97.1


Consolidated EBITDA                               530.1         399.3       

130.8

Consolidated EBITDA excluding special items 532.6 396.8 135.8 Packaging EBITDA

                                  525.8         412.1       

113.7

Packaging EBITDA excluding special items 525.3 408.8 116.5 Paper EBITDA

                                       28.5          10.1       

18.4


Paper EBITDA excluding special items               31.5          11.6        19.9



(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 $357 million, or 19.0%, to $2,237 million during the three
months ended June 30, 2022, compared to $1,880 million during the same period in
2021.

Packaging. Net sales increased $348 million, or 20.3%, to $2,067 million,
compared to $1,719 million in the second quarter of 2021 due to higher prices
and mix ($286 million) and higher containerboard and corrugated products volume
($62 million). In the second quarter of 2022, our domestic containerboard prices
were 15.3% higher, while export prices were 27.7% higher, than the same period
in 2021. In the second quarter of 2022, export and domestic containerboard
outside shipments increased 23.0% compared to the second quarter of 2021. Our
total corrugated products shipments were flat in total and per workday, compared
to the same period in 2021.

Paper. Net sales increased $8 million, or 5.3%, to $150 million, compared to
$142 million in the second quarter of 2021, due to higher prices and mix ($23
million), partially offset by lower volume ($15 million).

                                       19

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

Gross Profit



Gross profit increased $140 million during the three months ended June 30, 2022,
compared to the same period in 2021. The increase was driven primarily by higher
prices and mix and volume in the Packaging segment, higher prices and mix in the
Paper segment, and lower scheduled outage expenses, partially offset by higher
operating costs, higher freight and logistics expenses, higher converting costs,
and lower volume in the Paper segment. In both the three month periods ended
June 30, 2022, and 2021, gross profit included $2 million of special items. For
2022, these special items included charges primarily related to Jackson mill
conversion-related activities and acquisition and integration costs related to
Advance Packaging, partially offset by income related to a favorable lease
buyout for a closed corrugated facility. For 2021, these special items included
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 $10 million
during the three months ended June 30, 2022, compared to the same period in
2021. The increase was primarily due to higher information technology expenses
and employee related expenses.

Other Expense, Net

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



                                                             Three Months Ended
                                                                  June 30,
                                                              2022           2021
Asset disposals and write-offs                             $    (13.8 )     $ (9.0 )
Jackson mill conversion-related activities                       (1.7 )     $ (2.4 )
Acquisition-related, facilities closure and other income          0.5          5.5
Other                                                            (1.3 )       (2.0 )
Total                                                      $    (16.3 )     $ (7.9 )

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 $121 million, or 41.1%, during the three months
ended June 30, 2022, compared to the same period in 2021. The second quarter of
2022 included $3 million of special items expense primarily related to the
Jackson mill conversion-related activities, 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 $1 million of special items income
related to corrugated facility closures, net of costs for Jackson mill
conversion-related activities in the second quarter of 2021.

Packaging. Packaging segment income from operations increased $103 million to
$420 million, compared to $317 million during the three months ended June 30,
2021. The increase related primarily to higher containerboard and corrugated
products prices and mix ($255 million), higher sales and production volumes ($16
million), lower annual outage expenses ($10 million), and other costs ($2
million), partially offset by higher operating and converting costs ($136
million), higher freight expenses ($31 million), and higher depreciation expense
($11 million). Special items during the second quarter of 2022 included $1
million of income primarily related to storm damage insurance proceeds and a
favorable lease buyout for a closed corrugated facility, net of costs for
Jackson mill conversion-related activities, corrugated facility closures, and
Advanced Packaging acquisition and integration costs, compared to $3 million of
income for special items primarily related to corrugated facility closures in
the second quarter of 2021.

Paper. Paper segment income from operations increased $20 million to $23 million, compared to $3 million during the three months ended June 30, 2021. The increase primarily related to higher prices and mix ($23 million), lower operating costs ($7 million), and lower depreciation expenses ($1 million), partially offset by lower sales and production volumes ($8 million), higher freight expenses ($1 million), and other costs ($1 million). Special items during both the second quarter of 2022 and the second quarter of 2021 each included $4 million 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 June 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 June 30, 2022 decreased $6 million when 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 second quarter of 2022, compared to the same period in 2021.


                                       20
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During the three months ended June 30, 2022, we recorded $99 million of income
tax expense, compared to $67 million of expense during the three months ended
June 30, 2021. The effective tax rate for the three months ended June 30, 2022
and 2021 was 24.7% and 24.5%, respectively. The increase in our effective tax
rate for the three months ended June 30, 2022 compared to the same period in
2021 was primarily due to higher nondeductible employee remuneration paid to
covered employees.

Six Months Ended June 30, 2022, compared to Six Months Ended June 30, 2021

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




                                                 Six Months Ended
                                                     June 30,
                                                2022          2021        Change
Packaging                                     $ 4,031.3     $ 3,342.1     $ 689.2
Paper                                             303.3         306.8        (3.5 )
Corporate and Other                               121.5         110.5        11.0
Intersegment eliminations                         (82.4 )       (72.4 )     (10.0 )
Net sales                                     $ 4,373.7     $ 3,687.0     $ 686.7

Packaging                                     $   782.1     $   575.1     $ 207.0
Paper                                              45.1          11.3        33.8
Corporate and Other                               (54.8 )       (53.5 )      (1.3 )
Income from operations                        $   772.4     $   532.9     $ 239.5
Non-operating pension income                        7.3           9.8        (2.5 )
Interest expense, net                             (38.7 )       (48.4 )       9.7
Income before taxes                               741.0         494.3       246.7
Income tax provision                             (185.3 )      (120.5 )     (64.8 )
Net income                                    $   555.7     $   373.8     $ 181.9
Non-GAAP Measures (a)
Net income excluding special items            $   559.5     $   375.5     $ 

184.0


Consolidated EBITDA                               996.4         738.4       

258.0

Consolidated EBITDA excluding special items 999.8 738.6 261.2 Packaging EBITDA

                                  989.0         762.1       

226.9

Packaging EBITDA excluding special items 989.2 760.9 228.3 Paper EBITDA

                                       57.2          25.3       

31.9


Paper EBITDA excluding special items               60.4          27.4        33.0



(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 $687 million, or 18.6%, to $4,374 million during the six
months ended June 30, 2022, compared to $3,687 million during the same period in
2021.

Packaging. Net sales increased $689 million, or 20.6%, to $4,031 million,
compared to $3,342 million in the six months ended June 30, 2021, due to higher
containerboard and corrugated products prices and mix ($554 million) and higher
containerboard and corrugated products volume ($135 million). In the first six
months of 2022, our domestic containerboard prices were 17.8% higher, while
export prices were 34.9% higher, than the same period in 2021. In the first six
months of 2022, export and domestic containerboard outside shipments increased
24.5% compared to the first six months of 2021. Total corrugated products
shipments were up 1.4% with one additional workday, and up 0.6% per day compared
to the same period in 2021, driven by continued strong demand.

Paper. Net sales during the six months ended June 30, 2022 decreased $4 million,
or 1.1%, to $303 million, compared to $307 million in the six months ended June
30, 2021, due to decreased volume ($46 million), partially offset by higher
prices and mix ($42 million).

Gross Profit



Gross profit increased $270 million during the six months ended June 30, 2022,
compared to the same period in 2021. The increase was driven primarily by higher
prices and mix and volume in the Packaging segment, higher prices and mix in the
Paper segment, and lower scheduled outage expenses, partially offset by higher
operating costs, higher freight and logistics expenses, higher converting costs,
and lower volume in the Paper segment. In both the six month periods ended June
30, 2022 and 2021, gross profit included $3 million of special items. For 2022,
these special items included charges primarily related to Jackson mill
conversion-related activities and acquisition and integration costs related to
Advance Packaging, partially offset by income related to a favorable lease
buyout for a closed corrugated facility. For 2021, these special items included
charges related to Jackson mill conversion-related activities and corrugated
facility closure costs.

                                       21

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

Selling, General, and Administrative Expenses



Selling, general, and administrative expenses ("SG&A") increased $26 million
during the six months ended June 30, 2022, compared to the same period in 2021.
The increase was primarily due to employee-related expenses, information
technology expenses, and outside services.

Other Expense, Net

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




                                                             Six Months Ended
                                                                 June 30,
                                                             2022         2021
Asset disposals and write-offs                             $   (26.4 )   $ (19.9 )
Jackson mill conversion-related activities                      (2.1 )   $  (2.9 )
Acquisition-related, facilities closure and other income         0.1         3.4
Other                                                           (3.5 )      (8.9 )
Total                                                      $   (31.9 )   $ (28.3 )

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 $240 million, or 44.9%, during the six months
ended June 30, 2022, compared to the same period in 2021. The first six months
of 2022 included $5 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 $5 million of special items expense
related to Jackson mill conversion-related activities, partially offset by
income related to facility closures in the same period of 2021.

Packaging. Packaging segment income from operations increased $207 million to
$782 million during the first six months of 2022, compared to the same period
last year. The increase related primarily to higher containerboard and
corrugated products prices and mix ($488 million), higher sales and production
volumes ($46 million), and lower annual outage expenses ($4 million), partially
offset by higher operating and converting costs ($250 million), higher freight
expenses ($59 million), and higher depreciation expense ($20 million). There was
no impact from special items during the first six months of 2022, compared to $2
million of income related to facility closures and $1 million of costs related
to Jackson mill conversation-related activities in the first six months of 2021.

Paper. Paper segment income from operations increased $34 million to $45
million, compared to the six months ended June 30, 2021. The increase primarily
related to higher prices and mix ($42 million), lower operating costs ($16
million), and lower depreciation expense ($2 million), partially offset by lower
sales and production volumes ($17 million), and higher freight and other
expenses ($9 million). Special items during the first six months of 2022
included $5 million of expense related to Jackson mill conversion-related
activities, compared to $4 million of expense related to Jackson mill
conversation-related activities in the first six months of 2021.

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

Non-operating pension income decreased $3 million during the six months ended June 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 $10 million during the six months ended June 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
half of 2022, compared to the same period in 2021.


During the six months ended June 30, 2022, we recorded $185 million of income
tax expense, compared to $121 million of expense during the six months ended
June 30, 2021. The effective tax rate for the six months ended June 30, 2022 and
2021 was 25.0% and 24.4%, respectively. The increase in our effective tax rate
for the six months ended June 30, 2022 compared to the same period in 2021 was
primarily due to higher nondeductible employee remuneration paid to covered
employees and lower net favorable state tax law changes.

                                       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 June
30, 2022, we had $667 million of cash and cash equivalents, $144 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):



                                                         Six Months Ended
                                                             June 30,
                                                         2022         2021  

Change


Net cash provided by (used for):
Operating activities                                   $  644.3     $  419.8     $  224.5
Investing activities                                     (398.1 )     (220.2 )     (177.9 )
Financing activities                                     (197.6 )    

(202.0 ) 4.4 Net increase (decrease) in cash and cash equivalents $ 48.6 $ (2.4 ) $ 51.0




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 six months ended June 30, 2022, net cash provided by operating
activities was $644 million, compared to $420 million in the same period in
2021, an increase of $224 million. Cash from operations excluding changes in
cash used for operating assets and liabilities increased $221 million primarily
due to higher income from operations in 2022 as discussed above. Cash from
operations increased by $4 million due to changes in operating assets and
liabilities, primarily due to an increase in accounts payable in the first six
months of 2022 primarily due to the timing of payments. This increase was
partially offset by the following:

a)

a decrease in accrued liabilities primarily in compensation and benefits liabilities in the first six months of 2022 compared to the corresponding period in 2021; and

b)


a larger increase in inventory in the first six months of 2022 as compared to
2021, primarily in the Packaging segment in supplies and materials, finished
goods, and raw materials.

Investing Activities

We used $398 million for investing activities during the six months ended June
30, 2022 compared to $220 million during the same period in 2021. We spent $398
million for internal capital investments during the six months ended June 30,
2022, compared to $217 million during the same period in 2021.


We expect capital investments in 2022 to be approximately $800 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.

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Financing Activities



During the six months ended June 30, 2022, net cash used for financing
activities was $198 million, compared to $202 million of net cash used for
financing activities during the same period in 2021. We paid $187 million of
dividends during the first six months of 2022, compared to $190 million of
dividends paid during the comparable period in 2021. In addition, for the six
months ended June 30, 2021, we paid $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.

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 six months ended June 30, 2022 and 2021 follow (dollars
in millions):

                                                     Three Months Ended June 30,
                                               2022                                2021
                                 Income                               Income
                                 before       Income        Net       before      Income        Net
                                  Taxes       Taxes       Income       Taxes       Taxes      Income
As reported in accordance with
GAAP                             $ 400.6     $  (99.1 )   $ 301.5     $ 274.7     $ (67.4 )   $ 207.3
Special items:
Jackson mill
conversion-related activities
(a)                                  3.9         (1.0 )       2.9         3.8        (1.0 )       2.8
Acquisition-related,
facilities closure and other
income (b)                          (0.9 )        0.2        (0.7 )      (4.7 )       1.2        (3.5 )
Total special items                  3.0         (0.8 )       2.2        (0.9 )       0.2        (0.7 )
Excluding special items          $ 403.6     $  (99.9 )   $ 303.7     $ 273.8     $ (67.2 )   $ 206.6



                                                       Six Months Ended June 30,
                                               2022                                  2021
                                  Income                               Income
                                  before       Income        Net       before       Income        Net
                                  Taxes        Taxes       Income       Taxes       Taxes       Income
As reported in accordance with
GAAP                             $  741.0     $ (185.3 )   $ 555.7     $ 494.3     $ (120.5 )   $ 373.8
Special items:
Jackson mill
conversion-related activities
(a)                                   5.4         (1.4 )       4.0         4.9         (1.2 )       3.7
Acquisition-related,
facilities closure and other
income (b)                           (0.3 )        0.1        (0.2 )      (2.6 )        0.6        (2.0 )
Total special items                   5.1         (1.3 )       3.8         

2.3 (0.6 ) 1.7 Excluding special items $ 746.1 $ (186.6 ) $ 559.5 $ 496.6 $ (121.1 ) $ 375.5

(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 2022, includes income primarily consisting of 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, partially
offset by closure costs related to corrugated products facilities and
acquisition and integration costs related to the December 2021 Advance Packaging
Corporation acquisition. For 2021, includes 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.

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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            Six Months Ended
                                                   June 30,                     June 30,
                                              2022           2021          2022          2021
Net income                                 $    301.5      $   207.3     $   555.7     $   373.8
Non-operating pension income                     (3.6 )         (5.0 )        (7.3 )        (9.8 )
Interest expense, net                            18.8           24.9          38.7          48.4
Income tax provision                             99.1           67.4         185.3         120.5
Depreciation, amortization, and
depletion                                       114.3          104.7         224.0         205.5
EBITDA                                     $    530.1      $   399.3     $   996.4     $   738.4

Special items:
Jackson mill conversion-related
activities                                        3.4            2.5           3.7           3.1
Acquisition-related, facilities closure
and other income                                 (0.9 )         (5.0 )        (0.3 )        (2.9 )
Total special items                               2.5           (2.5 )         3.4           0.2
EBITDA excluding special items             $    532.6      $   396.8     $   999.8     $   738.6

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



                                                Three Months Ended            Six Months Ended
                                                     June 30,                     June 30,
                                               2022            2021          2022          2021
Packaging
Segment income                              $     419.8      $   317.2     $   782.1     $  575.1
Depreciation, amortization, and depletion         106.0           94.9         206.9        187.0
EBITDA                                            525.8          412.1         989.0        762.1
Acquisition-related, facilities closure
and other income                                   (0.9 )         (4.2 )        (0.3 )       (2.1 )
Jackson mill conversion-related
activities                                          0.4            0.9           0.5          0.9
EBITDA excluding special items              $     525.3      $   408.8     $   989.2     $  760.9

Paper
Segment income                              $      22.7      $     2.6     $    45.1     $   11.3
Depreciation, amortization, and depletion           5.8            7.5          12.1         14.0
EBITDA                                             28.5           10.1          57.2         25.3
Jackson mill conversion-related
activities                                          3.0            1.5           3.2          2.1
EBITDA excluding special items              $      31.5      $    11.6     $    60.4     $   27.4

Corporate and Other
Segment loss                                $     (26.7 )    $   (25.2 )   $   (54.8 )   $  (53.5 )
Depreciation, amortization, and depletion           2.5            2.3           5.0          4.5
EBITDA                                            (24.2 )        (22.9 )       (49.8 )      (49.0 )
Acquisition-related, facilities closure
and other income                                      -           (0.8 )           -         (0.8 )
Jackson mill conversion-related
activities                                            -            0.1             -          0.1
EBITDA excluding special items              $     (24.2 )    $   (23.6 )   $   (49.8 )   $  (49.7 )

EBITDA                                      $     530.1      $   399.3     $   996.4     $  738.4

EBITDA excluding special items              $     532.6      $   396.8

$ 999.8 $ 738.6

Market Risk and Risk Management Policies



PCA is exposed to the impact of interest rate changes and changes in the market
value of its financial instruments. We periodically enter into derivatives to
minimize these risks, but not for trading purposes. We were not a party to any
derivatives-based arrangements at June 30, 2022. 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 June 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 June 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 six 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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