Obligation America Packaging Corp 4.05% ( US695156AV10 ) en USD

America Packaging Corp

75.4909 % ▲

Etas-Unis

US695156AV10 ( en USD )

4.05% par an ( paiement semestriel )

15/12/2049

Prospectus brochure de l'obligation Packaging Corp of America US695156AV10 en USD 4.05%, échéance 15/12/2049

2 000 USD

400 000 000 USD

695156AV1

BBB ( Qualité moyenne inférieure )

Baa1 ( Qualité moyenne inférieure )

15/12/2025 ( Dans 106 jours )

Packaging Corporation of America (PCA) est un important producteur nord-américain d'emballages en carton ondulé et de papiers de contenance, desservant une clientèle diversifiée dans divers secteurs.

L'Obligation émise par America Packaging Corp ( Etas-Unis ) , en USD, avec le code ISIN US695156AV10, paye un coupon de 4.05% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 15/12/2049

L'Obligation émise par America Packaging Corp ( Etas-Unis ) , en USD, avec le code ISIN US695156AV10, a été notée Baa1 ( Qualité moyenne inférieure ) par l'agence de notation Moody's.

L'Obligation émise par America Packaging Corp ( Etas-Unis ) , en USD, avec le code ISIN US695156AV10, a été notée BBB ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).

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Table of Contents
CALCULATION OF REGISTRATION FEE

Amount
Maximum
Maximum
Title of Securities
to be
Offering Price
Aggregate
Amount of
to be registered (1)

Registered

Per Unit

Offering Price

Registration Fee (1)
3.000% Senior Notes due 2029

$500,000,000

99.869%

$499,345,000

$64,814.98
4.050% Senior Notes due 2049

$400,000,000

99.120%

$396,480,000

$51,463.10

(1)
Calculated in accordance with Rule 457(r) of the Securities Act of 1933, as amended.
Table of Contents
Filed Pursuant to Rule 424(b)(5)
Registration No. 333-221917

Prospectus supplement to prospectus dated December 6, 2017
$900,000,000

Packaging Corporation of America
$500,000,000 3.000% Senior Notes due 2029
$400,000,000 4.050% Senior Notes due 2049

We are offering $500,000,000 aggregate principal amount of our 3.000% Senior Notes due 2029, which we refer to as the "2029 notes" and
$400,000,000 aggregate principal amount of our 4.050% Senior Notes due 2049, which we refer to as the "2049 notes." We refer to the 2029 notes
and the 2049 notes collectively as the "notes."
The 2029 notes will bear interest at a rate equal to 3.000% per year, and will mature on December 15, 2029. The 2049 notes will bear
interest at a rate equal to 4.050% per year, and will mature on December 15, 2049. The notes will pay interest semi-annually in arrears on June 15
and December 15 of each year, beginning on June 15, 2020.
We may redeem some or all of the notes at any time at the redemption prices discussed under the caption "Description of the Notes--
Optional Redemption." If a change of control triggering event as described herein occurs with respect to a series of notes, unless we have exercised
our option to redeem the notes of such series, we will be required to offer to repurchase the notes of such series at the repurchase price discussed
under the caption "Description of the Notes--Repurchase at the Option of Holders Upon a Change of Control Triggering Event."
The notes will be our senior unsecured and unsubordinated obligations and will rank equally with all of our other senior unsecured and
unsubordinated indebtedness from time to time outstanding.
Each series of notes is a new issue of securities with no established trading market. We do not intend to apply to list the notes on any
securities exchange or on any automated dealer quotation system.
Investing in the notes involves risk. See "Risk Factors" beginning on page S-7.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or
determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal
offense.

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Per 2029
Total 2029
Per 2049
Total 2049

Note

Notes

Note

Notes

Public offering price(1)
99.869% $499,345,000 99.120% $396,480,000
Underwriting discounts
0.650% $
3,250,000 0.875% $
3,500,000
Proceeds, before expenses, to Packaging Corporation of America
99.219% $496,095,000 98.245% $392,980,000

(1)
Plus accrued interest, if any, from November 21, 2019, if settlement occurs after that date.
The underwriters expect to deliver the notes to investors in book-entry only form only through the facilities of The Depository Trust
Company for the accounts of its participants, including Clearstream Banking, société anonyme, and Euroclear Bank, S.A./N.V., as operator of the
Euroclear System, on or about November 21, 2019.
Joint Book-Running Managers

Deutsche Bank Securities

Wells Fargo Securities
Co-Managers

BMO Capital Markets
BofA Securities

Citigroup

J.P. Morgan

PNC Capital Markets LLC

Siebert Williams Shank

BB&T Capital Markets

Mizuho Securities

US Bancorp
The date of this prospectus supplement is November 18, 2019.
Table of Contents
Table of Contents
Prospectus Supplement

Page
ABOUT THIS PROSPECTUS SUPPLEMENT
S-1
SUMMARY
S-2
THE OFFERING
S-3
SUMMARY CONSOLIDATED FINANCIAL DATA
S-6
RISK FACTORS
S-7
USE OF PROCEEDS
S-10
CAPITALIZATION
S-11
DESCRIPTION OF THE NOTES
S-13
MATERIAL UNITED STATES FEDERAL INCOME TAX CONSEQUENCES
S-22
UNDERWRITING
S-27
LEGAL MATTERS
S-31
EXPERTS
S-31
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
S-32
Prospectus

Page
OUR COMPANY

1
RISK FACTORS

1
FORWARD-LOOKING STATEMENTS

2
USE OF PROCEEDS

3
RATIO OF EARNINGS TO FIXED CHARGES

4
DESCRIPTION OF DEBT SECURITIES

5
PLAN OF DISTRIBUTION

16
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LEGAL MATTERS

16
EXPERTS

16
WHERE YOU CAN FIND MORE INFORMATION

16
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

16

S-i
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ABOUT THIS PROSPECTUS SUPPLEMENT
This document consists of two parts. The first part is this prospectus supplement, which contains specific information about the terms of the
notes. The second part is the accompanying prospectus, which provides a general description of debt securities we may offer from time to time,
some of which may not apply to the notes. In the event the information in this prospectus supplement differs in any way from the information set
forth in the accompanying prospectus, this prospectus supplement will apply and will supersede the information in the accompanying prospectus.
We have not, and the underwriters have not, authorized anyone to provide you with any information or to make any representation that is
different from, or in addition to, the information contained in this prospectus supplement and the accompanying prospectus, any documents
incorporated by reference in this prospectus supplement or the accompanying prospectus and any free writing prospectus. We and the underwriters
take no responsibility for, and can provide no assurances as to the reliability of, any other information that others may give you or representations
that others may make. You should not assume that the information contained in this prospectus supplement or the accompanying prospectus, or the
information contained in any document filed with the Securities and Exchange Commission ("SEC") and incorporated by reference in this
prospectus supplement or the accompanying prospectus, is accurate as of any date other than the date of each such document, unless the information
specifically indicates that another date applies. Our business, financial condition, results of operations and prospects may have changed since those
respective dates.
It is important for you to read and consider all of the information contained or incorporated by reference in this prospectus supplement, the
accompanying prospectus or any free writing prospectus we have authorized in making your investment decision. You should also read and
consider the information in the documents to which we have referred you in "Where You Can Find More Information" in the accompanying
prospectus and "Incorporation of Certain Information by Reference" herein.
References in this prospectus supplement to "PCA," "we," "us" and "our" are to Packaging Corporation of America and its consolidated
subsidiaries, unless the context otherwise requires. When referring to the issuer of the notes, these terms refer only to Packaging Corporation of
America, exclusive of its subsidiaries.

S-1
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SUMMARY
This summary highlights selected information contained or incorporated by reference in this prospectus supplement and the
accompanying prospectus. This is not intended to be a complete description of the matters covered in this prospectus supplement and the
accompanying prospectus and is subject to, and qualified in its entirety by reference to, the more detailed information and financial
statements (including the notes thereto) contained or incorporated by reference in this prospectus supplement and the accompanying
prospectus. For a more complete understanding of this offering, we encourage you to read carefully this entire prospectus supplement, the
accompanying prospectus, any free writing prospectus we have authorized and the documents incorporated by reference, including the
information set forth under "Risk Factors" and our consolidated financial statements and related notes. In addition, certain statements in this
prospectus supplement, the accompanying prospectus and the documents incorporated by reference are forward-looking statements, which
involve risks and uncertainties. See "Forward-Looking Statements" in the accompanying prospectus.
Our Company
PCA is the third largest producer of containerboard products and the third largest producer of uncoated freesheet paper in North
America. We operate six containerboard mills, two paper mills and 94 corrugated products manufacturing plants.
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Our containerboard mills produce linerboard and corrugating medium, which are papers primarily used in the production of corrugated
products. Our corrugated products manufacturing plants produce a wide variety of corrugated packaging products, including conventional
shipping containers used to protect and transport manufactured goods, multi-color boxes and displays with strong visual appeal that help to
merchandise the packaged product in retail locations, and honeycomb protective packaging. In addition, we are a large producer of packaging
for meat, fresh fruit and vegetables, processed food, beverages, and other industrial and consumer products.
We also manufacture and sell white papers, including both commodity and specialty papers, which may have custom or specialized
features such as colors, coatings, high brightness, and recycled content. White papers consist of communication papers, including cut-size
office papers and printing and converting papers.
We are headquartered in Lake Forest, Illinois and operate primarily in the United States. Packaging Corporation of America is a
Delaware corporation. Our principal executive offices are located at 1 North Field Court, Lake Forest, Illinois 60045, and our telephone
number is (847) 482-3000. Our website address is http://www.packagingcorp.com. This website address is not intended to be an active link
and information on our website should not be construed to be part of this prospectus supplement or the accompanying prospectus.

S-2
Table of Contents
THE OFFERING
The following summary contains basic information about the notes and is not intended to be complete. It does not contain all the
information that may be important to you. For a more complete understanding of the notes, please refer to the section of this prospectus
supplement entitled "Description of the Notes" and the section of the accompanying prospectus entitled "Description of Debt Securities." For
purposes of this "The Offering" section of this prospectus supplement, the terms "we," "us" and "our" refer to Packaging Corporation of
America, exclusive of its subsidiaries.

Issuer
Packaging Corporation of America

Securities Offered
$500,000,000 aggregate principal amount of 3.000% senior notes due 2029 and
$400,000,000 aggregate principal amount of 4.050% senior notes due 2049.

Maturity Date
The 2029 notes mature on December 15, 2029 and the 2049 notes mature on December
15, 2049.

Interest Rate
The 2029 notes will bear interest from November 21, 2019 at a rate equal to 3.000% per
year, and the 2049 notes will bear interest from November 21, 2019 at a rate equal
to 4.050% per year.

Interest Payment Dates
We will pay interest on the notes on June 15 and December 15 of each year, beginning
on June 15, 2020.

Optional Redemption
We may redeem the notes of either series, in whole or in part, at any time or from time
to time at the redemption prices described under "Description of the Notes--Optional
Redemption" in this prospectus supplement.

Repurchase at the Option of Holders Upon a
Change of Control Triggering Event
Upon a "change of control triggering event" (as defined herein) with respect to a series
of notes, you will have the right to require us to repurchase your notes of such series at a
repurchase price equal to 101% of the principal amount of the notes of such series
repurchased plus any accrued and unpaid interest to, but not including, the repurchase
date. See "Description of the Notes--Repurchase at the Option of Holders Upon a
Change of Control Triggering Event" in this prospectus supplement.
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Ranking
The notes will be our unsecured and unsubordinated obligations, ranking equally in
right of payment with all of our existing and future unsecured and unsubordinated
indebtedness, and will be senior in right of payment to any of our future subordinated
indebtedness.

The notes will be junior in right of payment to our existing and future secured
indebtedness to the extent of assets securing that indebtedness and will be structurally

subordinated to the existing and future indebtedness and other liabilities of our
subsidiaries.

S-3
Table of Contents
Covenants
We will issue each series of notes under an indenture containing covenants for your
benefit. These covenants require us to satisfy certain conditions in order to:

· incur debt secured by liens;

· engage in sale and leaseback transactions; or

· merge or consolidate with another entity.

For a more detailed discussion of these covenants, see "Description of Debt Securities

--Covenants" in the accompanying prospectus.

Form and Denomination
Each series of notes will be issued in book-entry only form and will be represented by a
permanent global certificate deposited with, or on behalf of, The Depository Trust
Company ("DTC") and registered in the name of Cede & Co., DTC's nominee.
Beneficial interests in the notes will be shown on, and transfers will be effected only
through, records maintained by DTC and its participants, including Euroclear Bank,
S.A./N.V. and Clearstream Banking, société anonyme. Except in the limited
circumstances described in this prospectus supplement, owners of beneficial interests in
the notes will not receive or be entitled to receive certificated notes. See "Description of
the Notes--Book-Entry; Delivery and Form." The notes will be issued only in
denominations of $2,000 and integral multiples of $1,000 in excess thereof.

Use of Proceeds
We anticipate that we will receive approximately $887.1 million in net proceeds from
this offering of the notes, after deducting underwriting discounts and other estimated
expenses of this offering payable by us. We intend to use these net proceeds, together
with a portion of our cash on hand, to redeem our outstanding 2.450% Senior Notes due
2020 (the "2020 notes") and 3.900% Senior Notes due 2022 (the "2022 notes"). See
"Use of Proceeds" in this prospectus supplement.

Further Issues
The indenture does not limit the amount of debt securities that we may issue thereunder
and provides that the debt securities may be issued from time to time in one or more
series. We may from time to time, without notice to or the consent of the holders of the
notes, create and issue additional debt securities having the same form and terms as
(other than the date of issuance and, under some circumstances, issue price, the date
from which interest thereon will begin to accrue and the first interest payment date) and
ranking equally and ratably with the notes in all respects, as described under
"Description of the Notes--Further Issues."

Trustee
U.S. Bank National Association

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Governing Law
New York

S-4
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Risk Factors
You should carefully consider all of the information contained or incorporated by
reference in this prospectus supplement, the accompanying prospectus and any free
writing prospectus we have authorized, and, in particular, you should carefully read the
section entitled "Risk Factors" beginning on page S-7 in this prospectus supplement,
before investing in the notes.

S-5
Table of Contents
SUMMARY CONSOLIDATED FINANCIAL DATA
The following summary consolidated financial data for the years ended December 31, 2018, 2017 and 2016 are derived from our audited
consolidated financial statements. The following summary consolidated financial data for the nine months ended September 30, 2019 and
2018 and as of September 30, 2019 are derived from our unaudited consolidated financial statements. In the opinion of management, our
unaudited summary consolidated financial data reflects all adjustments of a normal recurring nature necessary for a fair presentation of such
financial data and has been prepared on the same basis as our audited consolidated financial statements. Interim results are not necessarily
indicative of results of operations for the full year. The summary consolidated financial data should be read in conjunction with our
consolidated financial statements, and the related notes thereto, and the sections entitled "Management's Discussion and Analysis of Financial
Condition and Results of Operations" as provided in our Annual Report on Form 10-K for the year ended December 31, 2018, and our
Quarterly Report on Form 10-Q for the period ended September 30, 2019, which reports are incorporated by reference into this prospectus
supplement.

For The Nine Months
For The Year Ended

Ended September 30,
December 31,

2019

2018

2018

2017

2016

(In millions)

Statement of Income Data:

Net sales
$ 5,244.3 $ 5,268.1 $7,014.6 $6,444.9 $5,779.0
Net income

560.2
533.4
738.0
668.6
449.6

As of September 30,
As of December 31,

2019

2018

2017

(In millions)

Balance Sheet Data:

Total assets

$
7,191.1
$6,569.7
$6,197.5
Total debt obligations(1)

2,741.9
2,502.7
2,650.7
Stockholders' equity

3,034.7
2,672.4
2,182.6

(1)
Includes current portion of long-term debt and long-term debt net of debt issuance costs and finance lease obligations. Effective
January 1, 2019, the Company adopted Accounting Standards Update (ASU) 2016-02 (Topic 842): Leases, which requires the
recognition of lease assets and lease liabilities by lessees for those leases classified as operating leases under previous guidance. As we
elected the option provided under the guidance to not restate comparative periods, we began recording operating lease liabilities with
corresponding right of use (ROU) assets on January 1, 2019. As such, total debt obligations in the table above include operating lease
obligations of $237.7 million as of September 30, 2019. Prior periods presented do not include any operating lease obligations.
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S-6
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RISK FACTORS
You should carefully consider and evaluate the following risk factors and the information contained or incorporated by reference in this
prospectus supplement, the accompanying prospectus and any free writing prospectus we have authorized, including the risk factors incorporated
by reference from our most recent Annual Report on Form 10-K, as updated by our quarterly reports on Form 10-Q and other filings we make
with the SEC. Our business, financial condition, liquidity or results of operations could be materially and adversely affected by any of these risks.
These risks are not intended as, and should not be construed as, an exhaustive list of relevant risk factors. There may be other risks that a
prospective investor should consider that are relevant to the investor's own particular circumstances or to investors generally.
We are permitted to incur more debt, which may intensify the risks associated with our current leverage, including the risk that we will be
unable to service our debt.
The indenture governing the notes does not limit the amount of additional debt that we may incur. In addition, the indenture does not contain
any restrictive covenants limiting our ability to pay dividends or make any payments on junior or other indebtedness. If we incur additional debt,
the risks associated with our leverage, including the risk that we will be unable to service our debt, including the notes, will increase.
The notes are structurally subordinated to the indebtedness and other liabilities of our subsidiaries.
The notes are obligations of PCA exclusively and not obligations of any of our subsidiaries. The notes will not be guaranteed by any of our
subsidiaries. Our subsidiaries are separate legal entities that have no obligation to pay any amounts due under the notes or to make any funds
available therefor, whether by dividends, loans or other payments. Holders of the notes will have subordinate claims against the assets of our
subsidiaries as compared to the creditors of such subsidiaries. Accordingly, the notes will be structurally subordinated to all existing and future
indebtedness and other liabilities of our subsidiaries, including their guarantees of our existing revolving credit facility. See "Description of the
Notes--Ranking."
In addition, the indenture governing the notes does not contain any limitation on the amount of liabilities, such as trade payables, that may be
incurred by our subsidiaries. Certain of our subsidiaries guarantee our existing revolving credit facility. Such guarantees are structurally senior to
the notes. In addition to these guarantees, as of September 30, 2019, our subsidiaries had approximately $268 million of indebtedness and other
liabilities reflected on our balance sheet, all of which would have been structurally senior to the notes.
The notes will be subject to the prior claims of any secured creditors and, if a default occurs, we may not have sufficient funds to fulfill our
obligations under the notes.
The notes are our unsecured and unsubordinated obligations, ranking equally with our other unsecured and unsubordinated indebtedness and
effectively junior to any secured indebtedness we may incur. If we incur additional secured debt, our assets securing that indebtedness will be
subject to prior claims by our secured creditors. In the event of our bankruptcy, insolvency, liquidation, reorganization, dissolution or other winding
up, our assets that secure debt will be available to pay obligations on the notes only after all debt secured by those assets has been repaid in full.
Holders of the notes will participate in any remaining assets ratably with all of our other unsecured and unsubordinated creditors, including trade
creditors. If there are not sufficient assets remaining to pay all these creditors, then all or a portion of the notes then outstanding would remain
unpaid. As of September 30, 2019, we had $18 million of secured indebtedness outstanding on a consolidated basis.
We have made only limited covenants in the indenture governing the notes.
The indenture governing each series of notes contains limited covenants, including those restricting our ability and certain of our
subsidiaries' ability to incur debt secured by liens and engage in sale and leaseback

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transactions. The limitations on incurring debt secured by liens and sale and leaseback transactions contain exceptions that will allow us and our
subsidiaries to incur liens with respect to material assets. See "Description of Debt Securities--Covenants" in the accompanying prospectus. In
light of these exceptions, holders of the notes may be structurally or contractually subordinated to new lenders.
The change of control triggering event provision in the notes provides only limited protection against significant events that could negatively
impact the value of your notes.
As described under "Description of the Notes--Repurchase at the Option of Holders Upon a Change of Control Triggering Event," upon the
occurrence of a change of control triggering event with respect to the notes, we will be required to offer to repurchase the notes at 101% of their
principal amount plus accrued and unpaid interest, if any, accrued to, but not including, the repurchase date, unless the notes have already been
called for redemption. However, the definition of the term "change of control triggering event" is limited and does not cover a variety of
transactions (such as certain acquisitions or recapitalizations) that could negatively impact the value of your notes. For a change of control
triggering event to occur, there must be both a change of control and a ratings downgrade to below investment grade by each rating agency (as
defined in the indenture). As such, if we enter into a significant corporate transaction that negatively impacts the value of your notes, but which
does not constitute a change of control triggering event, you would not have any rights to require us to repurchase the notes prior to their maturity
or to otherwise seek any remedies.
We may not be able to repurchase all of the notes upon a change of control triggering event.
As described under "Description of the Notes--Repurchase at the Option of Holders Upon a Change of Control Triggering Event," we will
be required to offer to repurchase the notes upon the occurrence of a change of control triggering event, unless the notes have already been called
for redemption. We may not have sufficient funds to repurchase the notes in cash at that time or have the ability to arrange necessary financing on
acceptable terms. In addition, the terms of our other debt agreements or applicable law may limit our ability to repurchase the notes for cash. Our
failure to purchase the notes as required under the indenture governing the notes would result in a default under the indenture, which could have
material adverse consequences for us and the holders of the notes.
We may redeem your notes at our option, which may adversely affect your return.
As described under "Description of the Notes--Optional Redemption," we have the right to redeem the notes in whole or from time to time
in part. We may choose to exercise this redemption right when prevailing interest rates are relatively low. As a result, you generally will not be
able to reinvest the redemption proceeds in a comparable security at an effective interest rate as high as that of the notes.
There is no established trading market for the notes. If a trading market for the notes develops, it may not be liquid.
Each series of notes is a new issue of securities with no established trading market. We do not intend to apply to list the notes on any
securities exchange or on any automated dealer quotation system. The underwriters have advised us that they currently intend to make a market in
the notes following this offering, as permitted by applicable laws and regulations. However, the underwriters have no obligation to make a market
in notes and they may cease market-making activities at any time without notice. Further, we cannot provide assurances about the liquidity of any
trading market that may develop for the notes, your ability to sell your notes or the prices at which you will be able to sell your notes. Any trading
market for the notes that develops and any future trading prices of the notes may be affected by many factors, including:

·
prevailing interest rates;

·
our financial condition and results of operations;

S-8
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·
the then-current ratings assigned to the notes;

·
the market for similar notes;

·
the time remaining to the maturity of the notes;

·
the outstanding amount of the notes; and

·
the terms related to optional redemption of the notes.
Ratings of the notes may change after issuance and affect the market price and marketability of the notes.
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We currently expect that, before they are issued, the notes will be rated by at least two nationally recognized statistical rating organizations.
Those ratings are limited in scope, and do not address all material risks relating to an investment in the notes, but rather reflect only the view of
each rating agency at the time the rating is issued. An explanation of the significance of the rating may be obtained from the applicable rating
agency. Any rating is not a recommendation to purchase, sell or hold any particular security, including the notes. We cannot provide assurances
that the ratings will be issued or remain in effect or that the ratings will not be lowered, suspended or withdrawn entirely by the rating agencies. It
is also possible that the ratings may be lowered in connection with future events, such as acquisitions. If rating agencies lower, suspend or
withdraw the ratings, the market price or marketability of the notes may be adversely affected. In addition, any decline in the ratings of the notes
may make it more difficult for us to raise capital on acceptable terms.

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USE OF PROCEEDS
We anticipate that we will receive approximately $887.1 million in net proceeds from this offering of the notes, after deducting underwriting
discounts and other estimated expenses of this offering payable by us. We intend to use these net proceeds, together with a portion of our cash on
hand, to redeem our outstanding 2020 notes and 2022 notes.

S-10
Table of Contents
CAPITALIZATION
The following table sets forth our cash and cash equivalents and our capitalization as of September 30, 2019 on an actual basis and as
adjusted to give effect to the sale of the notes in this offering and the application of the net proceeds therefrom as described under "Use of
Proceeds".
You should read this table in conjunction with "Use of Proceeds" in this prospectus supplement and our consolidated financial statements and
related notes incorporated by reference in this prospectus supplement and the accompanying prospectus. The as adjusted information may not
reflect our cash, debt and capitalization in the future.

As of September 30, 2019

Actual

As Adjusted

(In millions)

Cash and cash equivalents

$ 738.3

$
704.4(h)

Debt

Revolving credit facility(a)

$
--

$
--
2.450% Senior Notes due 2020(b)

499.8

--
3.900% Senior Notes due 2022(c)

399.9

--
4.500% Senior Notes due 2023(d)

699.1

699.1
3.650% Senior Notes due 2024(e)

399.4

399.4
3.400% Senior Notes due 2027(f)

498.6

498.6
3.000% Senior Notes due 2029 offered hereby

--

499.3
4.050% Senior Notes due 2049 offered hereby

--

396.5
Finance and Operating leases

255.6

255.6

Total debt

2,752.4(g)

2,748.5
Total stockholders' equity

3,034.7

3,007.9(i)

Total capitalization

$5,787.1

$ 5,756.4

(a)
As of September 30, 2019, we had $329.2 million of availability under the revolving credit facility, net of $20.8 million of letters of credit
outstanding. Our revolving credit facility matures in August 2021.
(b)
Represents $500.0 million in aggregate principal amount, net of $0.2 million discount.
(c)
Represents $400.0 million in aggregate principal amount, net of $0.1 million discount.
(d)
Represents $700.0 million in aggregate principal amount, net of $0.9 million discount.
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424B5
(e)
Represents $400.0 million in aggregate principal amount, net of $0.6 million discount.
(f)
Represents $500.0 million in aggregate principal amount, net of $1.4 million discount.
(g)
Excludes $10.5 million of deferred debt issuance costs.
(h)
To reflect the net effect on cash of the following transactions:

Cash and cash equivalents, as reported

$ 738.3
Proceeds from notes offered hereby, net of discount

895.8
Redemption of 2020 notes, including redemption premium (but not including
accrued interest)

(503.6)
Redemption of 2022 notes, including redemption premium (but not including
accrued interest)

(417.3)
Estimated underwriting discounts, fees and expenses

(8.8)

Cash and cash equivalents, as adjusted

$ 704.4

S-11
Table of Contents
(i)
To reflect the impact on stockholders' equity of the following transactions:

Stockholders' equity, as reported

$ 3,034.7
Write-off deferred debt issuance costs, net of tax

(1.1)
Write-off of treasury lock settlements, net of tax

(10.1)
Write-off of redemption premiums, net of tax

(15.6)

Stockholders' equity, as adjusted

$ 3,007.9

S-12
Table of Contents
DESCRIPTION OF THE NOTES
We will issue the 3.000% Notes due 2029 (the "2029 notes") and the 4.050% Notes due 2049 (the "2049 notes" and, together with the 2029
notes, the "notes") under the indenture, dated July 21, 2003, between us and U.S. Bank National Association, as trustee. Each of the 2029 notes and
the 2049 notes constitutes a separate issue of "debt securities" under the indenture described in the accompanying prospectus and this prospectus
supplement. The following description of the particular terms of the notes offered by this prospectus supplement adds information to (and to the
extent inconsistent therewith supersedes) the description of the general terms and provisions of debt securities under the heading "Description of
Debt Securities" in the accompanying prospectus. As used in this section, "PCA," "we," "us" and "our" refer to Packaging Corporation of
America, the issuer of the notes, exclusive of its subsidiaries.
The 2029 notes will mature on December 15, 2029, and the 2049 notes will mature on December 15, 2049. The notes will be issued in fully
registered form without coupons, in denominations of $2,000 and integral multiples of $1,000 in excess thereof. The notes will be denominated
and payable in U.S. dollars.
Each series of notes will bear interest from November 21, 2019, or from the most recent date to which interest has been paid or duly
provided for, at a rate of 3.000% per year for the 2029 notes and 4.050% for the 2049 notes. Interest will be payable on the notes semi-annually in
arrears on June 15 and December 15 of each year, beginning on June 15, 2020, to the person in whose name a note is registered at the close of
business on June 1 and December 1, respectively. Interest with respect to the notes will be computed on the basis of a 360-day year consisting of
twelve 30-day months.
The principal of and premium, if any, and interest on the notes will be payable, and any notes in definitive certificated form may be
surrendered for registration of transfer or exchange, at the office or agency maintained at the corporate trust office of the trustee in the Borough of
Manhattan, The City of New York; provided that payments of interest may be made at our option by check mailed to the address of the persons in
whose names notes are registered or by transfer to an account maintained by the payee with a bank located in the United States; and provided,
further, that payments on global notes will be made to DTC, or its nominee. No service charge shall be made for any registration of transfer or
exchange of notes, but we or the trustee may require payment of a sum sufficient to cover any tax or other governmental charge payable in
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