Item 2.02. Results of Operations and Financial Condition.

The information furnished in this Item 2.02, including the exhibit described below, shall not be deemed "filed" hereunder for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or incorporated by reference in any filing under the Securities Exchange Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

On January 26, 2022, Packaging Corporation of America issued a press release announcing fourth quarter and full year financial results. The press release is furnished as Exhibit 99.1 and is incorporated into this Item 2.02 by reference.

Item 7.01. Regulation FD Disclosure.

The following information shall not be deemed "filed" hereunder for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

On January 26, 2022, PCA announced that its Board of Directors authorized the repurchase of an additional $1 billion of the company's outstanding common stock. Repurchases may be made from time to time in open market or privately negotiated transactions in accordance with applicable securities regulations. The Company repurchased approximately 1.4 million shares during the fourth quarter of 2021 for $193 million, which was the entire amount remaining under its previously-announced share repurchase authorization.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits





99.1        Fourth Quarter and Full Year 2021 Earnings Press Release dated
          January 26, 2022
104       Cover Page Interactive Data File (embedded within the Inline XBRL
          document)

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