View Filing Data

$ 1,431,325

$ 755,207

(1,129,921)

(569,961)

Selling, general, and administrative expenses

301,404

185,246

(116,514)

(75,285)

Other expense, net

(23,982)

(3,961)

160,908

^[1]

106,000

(20,791)

^[1]

(9,251)

140,117

^[1]

96,749

Income tax provision

(50,031)

(34,455)

$ 90,086

$ 62,294

$ 0.92

$ 0.65

Dividends declared per common share

0.92

0.64

$ 0.40

$ 0.31

Statements of Comprehensive Income:

Foreign currency translation adjustment, net of tax of $40 and $0, respectively

$ 90,086

$ 62,294

(18)

Reclassification adjustments to cash flow hedges included in net income, net of tax of $562 and $553, respectively

860

869

Amortization of pension and postretirement plans actuarial loss and prior service cost, net of tax of $784 and $1,201, respectively

979

1,889

1,821

2,758

Change in Accounting Principle [Abstract]

$ 91,907

$ 65,052

[1]	On October 25, 2013, we acquired Boise. Our first quarter 2014 results include Boise for the full period.

Consolidated Statements of Income and Comprehensive Income (Parenthetical) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
Foreign currency translation adjustment, tax	$ (40)	$ 0
Reclassification adjustments to cash flow hedges included in net income, tax	562	553
Amortization of pension and postretirement plans actuarial loss and prior service cost, tax	$ 784	$ 1,201

Consolidated Balance Sheets - USD ($) $ in Thousands	Mar. 31, 2014	Dec. 31, 2013
Current assets:
Cash and cash equivalents	$ 185,706	$ 190,960
Accounts receivable, net of allowance for doubtful accounts and customer deductions of $11,341 and $10,567 as of March 31, 2014, and December 31, 2013, respectively	696,344	643,083
Inventories	607,306	594,291
Prepaid expenses and other current assets	40,002	32,101
Federal and state income taxes receivable	0	22,958
Deferred income taxes	31,985	47,616
Total current assets	1,561,343	1,531,009
Property, plant, and equipment, net	2,800,742	2,805,704
Goodwill	526,760	526,789
Intangible assets, net	304,891	310,539
Other long-term assets	70,212	69,738
Total assets	5,263,948	5,243,779
Current liabilities:
Current maturities of long-term debt	6,500	39,000
Capital lease obligations	1,047	1,030
Accounts payable	390,630	357,432
Dividends payable	39,351	39,297
Federal and state income taxes payable	5,973	0
Accrued liabilities	180,869	214,058
Accrued interest	19,063	9,722
Total current liabilities	643,433	660,539
Long-term liabilities:
Long-term debt	2,475,393	2,508,845
Capital lease obligations	23,606	23,874
Deferred income taxes	423,973	434,835
Pension and postretirement benefit plans	199,150	193,548
Other long-term liabilities	80,810	65,318
Total long-term liabilities	3,202,932	3,226,420
Commitments and contingent liabilities
Stockholders' equity:
Common stock, par value $0.01 per share, 300,000 shares authorized, 98,308 and 98,172 shares issued as of March 31, 2014, and December 31, 2013, respectively	983	982
Additional paid in capital	412,142	401,761
Retained earnings	1,067,661	1,019,101
Accumulated other comprehensive loss	(63,203)	(65,024)
Total stockholders' equity	1,417,583	1,356,820
Total liabilities and stockholders' equity	$ 5,263,948	$ 5,243,779

Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) shares in Thousands, $ in Thousands	Mar. 31, 2014	Dec. 31, 2013
Allowance for doubtful accounts and customer deductions	$ 11,341	$ 10,567
Common stock, par value	$ 0.01	$ 0.01
Common stock, shares authorized	300,000	300,000
Common stock, shares issued	98,308	98,172

Consolidated Statements of Cash Flows - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
Cash Flows from Operating Activities:
Net income	$ 90,086	$ 62,294
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation, depletion, and amortization of intangibles and deferred financing costs	86,040	44,296
Share-based compensation expense	3,588	3,637
Deferred income tax provision	15,645	196
Alternative energy tax credits	0	6,929
Pension and postretirement benefits expense, net of contributions	6,155	10,120
Other, net	2,788	2,970
Increase in assets -
Accounts receivable	(43,429)	(39,541)
Inventories	(13,035)	(4,168)
Prepaid expenses and other current assets	(8,677)	(3,863)
Increase (decrease) in liabilities -
Accounts payable	4,255	23,537
Accrued liabilities	5,883	(10,640)
Net cash provided by operating activities	149,299	95,767
Cash Flows from Investing Activities:
Additions to property, plant, and equipment	(50,933)	(27,276)
Additions to other long term assets	(2,746)	(1,730)
Other	77	46
Net cash used for investing activities	(53,602)	(28,960)
Cash Flows from Financing Activities:
Repayments of debt and capital lease obligations	(66,251)	(3,985)
Common stock dividends paid	(39,297)	0
Repurchases of common stock	0	(3,340)
Proceeds from exercise of stock options	3,348	1,707
Excess tax benefits from share-based awards	3,659	763
Shares withheld to cover employee restricted stock taxes	(2,395)	(1,308)
Other	(15)	0
Net cash used for financing activities	(100,951)	(6,163)
Net increase (decrease) in cash and cash equivalents	(5,254)	60,644
Cash and cash equivalents, beginning of period	190,960	207,393
Cash and cash equivalents, end of period	$ 185,706	$ 268,037

Nature of Operations and Basis of Presentation	3 Months Ended
Nature of Operations and Basis of Presentation	Mar. 31, 2014
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Nature of Operations and Basis of Presentation	Nature of Operations and Basis of Presentation Packaging Corporation of America ("we", "us", "our", PCA" or the "Company") was incorporated on January 25, 1999. In April 1999, PCA acquired the containerboard and corrugated packaging products business of Pactiv Corporation ("Pactiv"), formerly known as Tenneco Packaging, Inc., a wholly owned subsidiary of Tenneco Inc. On October 25, 2013, PCA acquired Boise Inc. ("Boise"). For more information, see Note 3, Acquisitions, of the Notes to Consolidated Financial Statements in "Part II, Item 8. Financial Statements and Supplementary Data" of our 2013 Form 10-K. After the acquisition of Boise, we began reporting our business in three reportable segments: Packaging, Paper, and Corporate and Other. Our Packaging segment produces a wide variety of corrugated packaging products. The Paper segment manufactures and sells a range of papers, including communication-based papers, and pressure sensitive papers (collectively, white papers), and market pulp. Corporate and other includes support staff services and related assets and liabilities, transportation assets, and activity related to other ancillary support operations. For more information about our segments, see Note 16, Segment Information. In these consolidated financial statements, certain amounts in prior periods' consolidated financial statements have been reclassified to conform with the current period presentation. In accordance with Accounting Standards Codification (“ASC”) 280, "Segment Reporting," we recast segment information for the three months ended March 31, 2013, to conform with the current period presentation. In addition, we reclassified amounts previously disclosed in "Corporate overhead" in the Consolidated Statements of Income for the three months ended March 31, 2013, into "Selling, general, and administrative expenses" given that Corporate and Other is now a separately disclosed segment. None of the reclassifications affected our results of operations, financial position, or cash flows. The consolidated financial statements of PCA as of March 31, 2014, and for the three-month periods ended March 31, 2014 and 2013, are unaudited but include all adjustments (consisting only of normal recurring adjustments) that management considers necessary for a fair presentation of such financial statements. The preparation of the consolidated financial statements involves the use of estimates and accruals. Actual results may vary from those estimates. These financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with Article 10 of SEC Regulation S-X. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States for complete audited financial statements. Operating results for the period ended March 31, 2014, are not necessarily indicative of the results that may be expected for the year ending December 31, 2014. These consolidated financial statements should be read in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2013. The consolidated financial statements include the accounts of PCA and its majority-owned subsidiaries after elimination of intercompany balances and transactions. Boise's results are included in our results for periods after October 25, 2013.

Change in Accounting Principle; Inventories

3 Months Ended

Mar. 31, 2014

Change in Accounting Principle

Change in Accounting Principle; Inventories

Effective January 1, 2014, the Company elected to change its method of accounting for certain inventories from lower of cost, as determined by the LIFO method, or market, to lower of cost, as determined by the average cost method, or market. We believe the change is preferable as the average cost method better reflects the current value of inventory on the consolidated balance sheets, more closely aligns with how we manage inventory, and conforms the inventory costing methods to be more consistent within the Company. Supplies and materials are valued at the first-in, first out ("FIFO") or average cost methods.

The Company has applied this change in method of inventory costing retrospectively to all prior periods presented in accordance with U.S. generally accepted accounting principles relating to accounting changes. As a result of the retrospective change in accounting principle, opening retained earnings as of January 1, 2013, increased $38.8 million. Certain components of our financial statements affected by the change in valuation methodology as originally reported under the LIFO method and as adjusted for the change to the average cost method are as follows (in thousands, except per share data):



	Three Months Ended
	March 31, 2013
Consolidated Statement of Income and Comprehensive Income	As Previously Reported (a)			Effect of Change			As Adjusted
Cost of sales	$	(572,715	)	$	2,754		$	(569,961	)
Gross profit	182,492			2,754			185,246
Income from operations	103,246			2,754			106,000
Income before taxes	93,995			2,754			96,749
Provision for income taxes	(33,382		)	(1,073		)	(34,455		)
Net income	60,613			1,681			62,294
Comprehensive income	63,371			1,681			65,052
Net income per common share
Basic	0.63			0.02			0.65
Diluted	0.62			0.02			0.64

___________


(a)	Certain amounts in prior periods' consolidated financial statements have been reclassified to conform with the current period presentation.



	December 31, 2013
Consolidated Balance Sheet	As Previously Reported		Effect of Change			As Adjusted
Inventories	$	522,523	$	71,768		$	594,291
Deferred income tax assets	75,579		(27,963		)	47,616
Retained earnings	975,296		43,805			1,019,101



	Three Months Ended
	March 31, 2013
Consolidated Statement of Cash Flows	As Previously Reported			Effect of Change			As Adjusted
Net income	$	60,613		$	1,681		$	62,294
Adjustments to reconcile net income to net cash provided by operating activities:
Deferred income tax provision (benefit)	(877		)	1,073			196
Change in inventories	(1,414		)	(2,754		)	(4,168		)

Had the Company not made this change in accounting method, "Net income" for the three months ended March 31, 2014, would have been $1.4 million higher than reported in the Consolidated Statements of Income and "Inventories" at March 31, 2014, would have been $69.5 million lower than reported in the Consolidated Balance Sheets.

The components of inventories are as follows (dollars in thousands):



	March 31, 2014		December 31, 2013
Raw materials	$	239,034	$	212,027
Work in process	12,453		13,898
Finished goods	195,097		209,972
Supplies and materials	160,722		158,394
Inventories	$	607,306	$	594,291

Boise Acquisition

3 Months Ended

Mar. 31, 2014

Business Combinations [Abstract]

Boise Acquisition

On October 25, 2013, we acquired 100% of the outstanding stock and voting equity interests of Boise for $2.1 billion including the assumption of debt. In connection with the acquisition, we allocated the purchase price to the assets acquired and liabilities assumed based on estimates of the fair value at the date of the acquisition. See Note 3, Acquisitions, of the Notes to Consolidated Financial Statements in "Part II, Item 8. Financial Statements and Supplementary Data" of our 2013 Form 10-K. During the three months ended March 31, 2014, purchase price adjustments were insignificant. The purchase price allocation continues to be preliminary. The primary areas of the purchase price allocation that are not yet finalized relate to income taxes and residual goodwill.

Pro Forma Financial Information

The following pro forma financial information presents the combined results of operations as if Boise had been combined with us on January 1, 2013. The pro forma results are intended for informational purposes only and do not purport to represent what the combined companies' results of operations would actually have been had the transactions in fact occurred on January 1, 2013. They also do not reflect any cost savings, operating synergies, or revenue enhancements that we may achieve or the costs necessary to achieve those cost savings, operating synergies, or revenue enhancements, or costs relating to integration efforts (dollars in millions, except per-share amounts).



	Pro Forma (a)
	Three Months Ended March 31, 2013
Sales	$	1,354.8
Net income (b)	$	76.3
Net income per share—diluted (b)	$	0.78

____________

(a)

The three months ended March 31, 2013, pro forma financial information presented in the table above has been adjusted to give effect to adjustments that are directly related to the acquisition, factually supportable, and expected to have a continuing impact. These adjustments include, but are not limited to, the application of our accounting policies (including the deferral method of accounting for planned major maintenance activities, which increased pro forma net income $12.6 million); elimination of intercompany transactions; depreciation and amortization related to fair value adjustments to property, plant, and equipment and intangible assets; and interest expense on acquisition-related debt.


(b)	Included in pro forma net income for the three months ended March 31, 2013, is $5.3 million of incremental depreciation expense related to shortening the estimated useful lives of certain assets, primarily at the white paper mill in International Falls, Minnesota.

The entire disclosure for a business combination (or series of individually immaterial business combinations) completed during the period, including background, timing, and recognized assets and liabilities. The disclosure may include leverage buyout transactions (as applicable).

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Property, Plant and Equipment [Abstract]

Other Expense, Net

3 Months Ended

Mar. 31, 2014

Other Expense, Net [Abstract]

Other Expense, Net

The components of other (income) expense are as follows (in thousands):



	Three Months Ended March 31
	2014			2013
Class action lawsuit settlement (a)	$	17,600		$	—
Integration-related costs (b)	4,096			—
DeRidder restructuring (c)	1,101			—
Asset disposals and write-offs	1,260			2,779
Other	(75		)	1,182
Total	$	23,982		$	3,961

___________


(a)	The three months ended March 31, 2014, includes $17.6 million of costs accrued for the settlement of the Kleen Products LLC v Packaging Corp. of America et al class action lawsuit. See Note 18, Commitments, Guarantees, Indemnifications and Legal Proceedings, for more information.


(b)	The three months ended March 31, 2014, includes Boise acquisition integration-related costs, primarily for employee severance, professional fees, and other costs.


(c)	Costs relate primarily to our plans to convert the Number 3 newsprint machine at our DeRidder, Louisiana, mill to produce lightweight linerboard and corrugating medium and exit the newsprint business in mid-September 2014.

Earnings Per Share

3 Months Ended

Mar. 31, 2014

Earnings Per Share [Abstract]

Earnings Per Share

The following table sets forth the computation of basic and diluted income per common share for the periods presented (dollars and shares in thousands, except per share data).



	Three Months Ended March 31
	2014			2013
Numerator:
Net income	$	90,086		$	62,294
Less: distributed and undistributed earnings allocated to participating securities	(1,402		)	—
Net income attributable to common shareholders	$	88,684		$	62,294
Denominator:
Weighted average basic common shares outstanding	96,787			96,415
Effect of dilutive securities	36			1,001
Diluted common shares outstanding	96,823			97,416
Basic income per common share	$	0.92		$	0.65
Diluted income per common share	$	0.92		$	0.64

All outstanding options to purchase shares at March 31, 2014 and 2013, were included in the computation of diluted common shares outstanding.

Income Taxes	3 Months Ended
Income Taxes	Mar. 31, 2014
Income Taxes [Abstract]
Income Taxes	Income Taxes For the three months ended March 31, 2014 and 2013, we recorded $50.0 million and $34.4 million of income tax expense and had an effective tax rate of 35.7% and 35.6%, respectively. During the three months ended March 31, 2014 and 2013, the primary reason for the difference from the federal statutory income tax rate of 35.0% was the effect of state and local income taxes, and the domestic manufacturers’ deduction. During the three months ended March 31, 2014, there were no significant changes to our uncertain tax positions. For more information, see Note 5, Income Taxes, of the Notes to Consolidated Financial Statements in "Part II, Item 8. Financial Statements and Supplementary Data" in our 2013 Form 10-K. During the three months ended March 31, 2014 and 2013, cash paid for taxes, net of refunds received, was $1.7 million and $4.1 million, respectively.

Property, Plant, and Equipment

3 Months Ended

Mar. 31, 2014

Property, Plant, and Equipment

Property, plant, and equipment consist of the following (dollars in thousands):



	March 31, 2014			December 31, 2013
Land and land improvements	$	140,886		$	140,592
Buildings	637,004			628,948
Machinery and equipment	4,268,457			4,246,294
Construction in progress	198,082			168,808
Other	49,381			48,058
Property, plant, and equipment, at cost	5,293,810			5,232,700
Less accumulated depreciation	(2,493,068		)	(2,426,996		)
Property, plant, and equipment, net	$	2,800,742		$	2,805,704

Depreciation expense for the three months ended March 31, 2014 and 2013, was $76.0 million and $41.1 million, respectively.

Goodwill and Intangible Assets

3 Months Ended

Mar. 31, 2014

Goodwill and Intangible Assets [Abstract]

Goodwill and Intangible Assets

Goodwill

Goodwill represents the excess of the cost of an acquired business over the fair value of the identifiable tangible and intangible assets acquired and liabilities assumed in a business combination. At both March 31, 2014, and December 31, 2013, we had $472.9 million of goodwill recorded in our Packaging segment and $53.9 million in our Paper segment on our Consolidated Balance Sheets.

Intangible Assets

Intangible assets are primarily comprised of customer relationships and trademarks and trade names.

The weighted average useful life, gross carrying amount, and accumulated amortization of our intangible assets were as follows (dollars in thousands):



	March 31, 2014					December 31, 2013
	Weighted Average Remaining Useful Life (in Years)	Gross Carrying Amount		Accumulated Amortization		Weighted Average Remaining Useful Life (in Years)	Gross Carrying Amount		Accumulated Amortization
Customer relationships	15.0	$	306,361	$	21,604	15.4	$	306,361	$	16,509
Trademarks and trade names	14.3	21,370		1,334		14.7	21,370		794
Other	2.9	220		122		3.0	220		109
Total intangible assets (excluding goodwill)	15.0	$	327,951	$	23,060	15.4	$	327,951	$	17,412

Amortization expense was $5.6 million and $0.8 million for the three months ended March 31, 2014 and 2013, respectively.

The entire disclosure for the aggregate amount of goodwill and a description of intangible assets, which may include (a) for amortizable intangible assets (also referred to as finite-lived intangible assets), the carrying amount, the amount of any significant residual value, and the weighted-average amortization period, (b) for intangible assets not subject to amortization (also referred to as indefinite-lived intangible assets), the carrying amount, and (c) the amount of research and development assets acquired and written off in the period, including the line item in the income statement in which the amounts written off are aggregated, if not readily apparent from the income statement. Also discloses (a) for amortizable intangibles assets in total and by major class, the gross carrying amount and accumulated amortization, the total amortization expense for the period, and the estimated aggregate amortization expense for each of the five succeeding fiscal years, (b) for intangible assets not subject to amortization the carrying amount in total and by major class, and (c) for goodwill, in total and for each reportable segment, the changes in the carrying amount of goodwill during the period (including the aggregate amount of goodwill acquired, the aggregate amount of impairment losses recognized, and the amount of goodwill included in the gain (loss) on disposal of a reporting unit). If any part of goodwill has not been allocated to a reportable segment, discloses the unallocated amount and the reasons for not allocating. For each impairment loss recognized related to an intangible asset (excluding goodwill), discloses: (a) a description of the impaired intangible asset and the facts and circumstances leading to the impairment, (b) the amount of the impairment loss and the method for determining fair value, (c) the caption in the income statement or the statement of activities in which the impairment loss is aggregated, and (d) the segment in which the impaired intangible asset is reported. For each goodwill impairment loss recognized, discloses: (a) a description of the facts and circumstances leading to the impairment, (b) the amount of the impairment loss and the method of determining the fair value of the associated reporting unit, and (c) if a recognized impairment loss is an estimate not finalized and the reasons why the estimate is not final. May also disclose the nature and amount of any significant adjustments made to a previous estimate of an impairment loss.

Employee Benefit Plans and Other Postretirement Benefits [Abstract]

Accrued Liabilities

3 Months Ended

Mar. 31, 2014

Accrued Liabilities [Abstract]

Accrued Liabilities

The components of accrued liabilities are as follows (in thousands):



	March 31, 2014		December 31, 2013
Compensation and benefits	$	86,400	$	130,455
Medical insurance and workers’ compensation	25,034		26,399
Franchise, property, sales and use taxes	19,792		20,232
Legal contingencies	18,700		1,000
Customer volume discounts and rebates	9,295		11,436
Severance	7,281		8,172
Environmental liabilities and asset retirement obligations	5,938		7,812
Other	8,429		8,552
Total	$	180,869	$	214,058

Debt	3 Months Ended
Debt	Mar. 31, 2014
Debt Disclosure [Abstract]
Debt	Debt During the three months ended March 31, 2014, we made principal payments of $66.0 million, primarily on our five-year term loan, due October 2018. For the three months ended March 31, 2014 and 2013, cash payments for interest were $10.5 million and $5.9 million, respectively. Included in interest expense, net, are amortization of financing costs and amortization of treasury lock settlements. For both the three months ended March 31, 2014 and 2013, amortization of treasury lock settlements was $1.4 million. Amortization of financing costs for the three months ended March 31, 2014 and 2013, was $0.5 million and $0.2 million, respectively. We have outstanding $1.25 billion of fixed rate senior notes and $1.23 billion of variable rate term loans. At March 31, 2014, the book value of our fixed-rate debt was $1.25 billion, and the fair value was estimated to be $1.29 billion. The difference between the book value and fair value is due to the difference between the period-end market interest rate and the stated rate of our fixed-rate debt. We estimated the fair value of our fixed-rate debt using quoted market prices (Level 2 inputs) within the fair value hierarchy, which is further defined in Note 2, Summary of Significant Accounting Policies, of the Notes to Consolidated Financial Statements in "Part II, Item 8. Financial Statements and Supplementary Data" of our 2013 Form 10-K.

Employee Benefit Plans and Other Postretirement Benefits

3 Months Ended

Mar. 31, 2014

Employee Benefit Plans and Other Postretirement Benefits

The components of net periodic benefit cost were as follows (dollars in thousands):



	Pension Plans						Postretirement Plans
	Three Months Ended March 31						Three Months Ended March 31
	2014			2013			2014			2013
Service cost	$	5,794		$	6,249		$	392		$	515
Interest cost	11,434			3,991			308			311
Expected return on plan assets	(12,679		)	(3,751		)	—			—
Net amortization of unrecognized amounts
Prior service cost	1,641			1,560			(57		)	(106		)
Actuarial loss	155			1,502			24			134
Net periodic benefit cost	$	6,345		$	9,551		$	667		$	854

PCA makes pension plan contributions that are sufficient to fund its actuarially determined costs, generally equal to the minimum amounts required by the Employee Retirement Income Security Act (ERISA). In 2014, we expect to contribute the required minimum, which we estimate to be approximately $5.0 million.

Share-based Compensation

3 Months Ended

Mar. 31, 2014

Share-based Compensation [Abstract]

Share-based Compensation

The Company has a long-term equity incentive plan, which allows for grants of stock options, stock appreciation rights, restricted stock, and performance awards to directors, officers, and employees, as well as others who engage in services for PCA. The plan, as amended, terminates May 1, 2023, and authorizes 10.6 million shares of common stock for grant over the life of the plan. As of March 31, 2014, 2.1 million shares remained available for future issuance under the plan. Forfeitures are added back to the pool of shares of common stock available to be granted at a future date.

The following table presents restricted stock and performance unit award activity for the three months ended March 31, 2014:



	Restricted Stock				Performance Units
	Shares		Weighted Average Grant- Date Fair Value		Shares	Weighted Average Grant- Date Fair Value
Outstanding at December 31, 2013	1,463,694		$	31.48	70,600	$	47.83
Granted	33,714		65.29		—	—
Vested	(72,533	)	29.03		—	—
Outstanding at March 31, 2014	1,424,875		$	32.40	70,600	$	47.83

Compensation Expense

Our share-based compensation expense is recorded in "Selling, general, and administrative expenses". Compensation expense for share-based awards recognized in the Consolidated Statements of Income, net of forfeitures was as follows (dollars in thousands):



	Three Months Ended March 31
	2014			2013
Restricted stock	$	(3,321	)	$	(3,637	)
Performance units	(267		)	—
Impact on income before income taxes	(3,588		)	(3,637		)
Income tax benefit	1,396			1,413
Impact on net income	$	(2,192	)	$	(2,224	)

The fair value of restricted stock and performance units is determined based on the closing price of the Company’s common stock on the grant date. As PCA’s Board of Directors has the ability to accelerate vesting of share-based awards upon an employee’s retirement, the Company accelerates the recognition of compensation expense for certain employees approaching normal retirement age.

The unrecognized compensation expense for all share-based awards at March 31, 2014, is as follows (dollars in thousands):



	March 31, 2014
	Unrecognized Compensation Expense		Remaining Weighted Average Recognition Period (in years)
Restricted stock	$	23,513	2.6
Performance units	2,730		3.3
Total unrecognized share-based compensation expense	$	26,243	2.7

Stockholders' Equity

3 Months Ended

Mar. 31, 2014

Stockholders' Equity Attributable to Parent [Abstract]

Stockholders' Equity

Dividend

On February 27, 2014, PCA announced that its Board of Directors had approved a regular quarterly cash dividend of $0.40 per share on its common stock. The quarterly dividend of $0.40 per share was paid on April 15, 2014, to shareholders of record as of March 14, 2014. The dividend payment was $39.4 million.

On December 12, 2013, PCA announced that its Board of Directors had approved a regular quarterly cash dividend of $0.40 per share on its common stock. The quarterly dividend of $0.40 per share was paid on January 15, 2014, to shareholders of record as of December 23, 2013. The dividend payment was $39.3 million.

Accumulated Other Comprehensive Income (Loss)

Changes in accumulated other comprehensive income (loss) (“AOCI”) by component follows (dollars in thousands). Amounts in parentheses indicate losses.



	Foreign Currency Translation Adjustments			Unrealized Loss On Treasury Locks, Net				Unrealized Loss on Foreign Exchange Contracts				Unfunded Employee Benefit Obligations				Total
Balance at December 31, 2013	$	(136	)	$	(28,191	)		$	(371	)		$	(36,326	)		$	(65,024	)
Other comprehensive income (loss) before reclassifications, net of tax	(18		)	—				—				—				(18		)
Amounts reclassified from AOCI, net of tax	—			855			(a)	5			(b)	979			(c)	1,839
Net current-period other comprehensive income (loss)	(18		)	855				5				979				1,821
Balance at March 31, 2014	$	(154	)	$	(27,336	)		$	(366	)		$	(35,347	)		$	(63,203	)

The following table presents information about reclassifications out of AOCI (dollars in thousands). Amounts in parentheses indicate expenses in the Consolidated Statements of Income.



	Amounts Reclassified from AOCI Three Months Ended March 31
Details about AOCI Components	2014			2013			Affected Line Item in the Statement Where Net Income is Presented
Unrealized loss on treasury locks, net	$	(1,414	)	$	(1,413	)	See (a) below
	559			549			Tax benefit
	$	(855	)	$	(864	)	Net of tax

Unrealized loss on foreign exchange contracts	$	(8	)	$	(9	)	See (b) below
	3			4			Tax benefit
	$	(5	)	$	(5	)	Net of tax

Unfunded employee benefit obligations
Amortization of prior service costs	$	(1,584	)	$	(1,454	)	See (c) below
Amortization of actuarial losses	(179		)	(1,636		)	See (c) below
	(1,763		)	(3,090		)	Total before tax
	784			1,201			Tax benefit
	$	(979	)	$	(1,889	)	Net of tax

____________

(a)

This AOCI component is included in interest expense, net. Amount relates to the amortization of the effective portion of treasury lock derivative instruments recorded in AOCI. The net amount of settlement gains or losses on derivative instruments included in AOCI to be amortized over the next 12 months is a net loss of $5.7 million ($3.5 million after tax). For a discussion of treasury lock derivative instrument activity, see Note 11, Derivative Instruments and Hedging Activities, of the Notes to Consolidated Financial Statements in "Part II, Item 8. Financial Statements and Supplementary Data" of our 2013 Form 10-K.


(b)	This AOCI component is included as depreciation in cost of sales.


(c)	These AOCI components are included in the computation of net pension and postretirement benefit costs. See Note 11, Employee Benefit Plans and Other Postretirement Benefits, for additional information.

The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income.

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Concentrations of Risk	3 Months Ended
Concentrations of Risk	Mar. 31, 2014
Concentrations of Risk [Abstract]
Concentration of Risk	Concentrations of Risk Our Paper segment has had a long-standing commercial and contractual relationship with OfficeMax Incorporated (OfficeMax), and OfficeMax is our largest customer in the paper business. Following a merger in late 2013, OfficeMax is now a wholly-owned subsidiary of Office Depot, Inc. This relationship exposes us to a significant concentration of business and financial risk. For the three months ended March 31, 2014, our sales to Office Depot (including OfficeMax) represented 9% of our total company sales revenue and 42% of our Paper segment sales revenue. At March 31, 2014, and December 31, 2013, we had $55.2 million and $39.2 million of accounts receivable due from Office Depot (including OfficeMax), which represents 8% and 6% of our total company receivables, respectively. We cannot predict how the merger between OfficeMax and Office Depot will affect our business. Significant increases in paper purchases would intensify the concentration of risk. Significant reductions in paper purchases would cause our paper business to expand its customer base and could potentially decrease its profitability if new customer sales required either a decrease in pricing and/or an increase in cost of sales. Any significant deterioration in the financial condition of the post-merger entity affecting the ability to pay or causing a significant change in the willingness to continue to purchase our products could harm our business and results of operations. Labor At March 31, 2014, we had approximately 13,600 employees and approximately 51% of these employees worked pursuant to collective bargaining agreements. Approximately 75% of our hourly employees are represented by unions. The majority of our unionized employees are represented by the United Steel Workers (USW), the International Brotherhood of Teamsters (IBT), the International Association of Machinists (IAM), and the Association of Western Pulp and Paper Workers (AWPPW). We are currently in negotiations to renew or extend any union contracts that have recently expired or are expiring in the near future, including the agreements at our Jackson, Alabama, paper mill, which expire August 31, 2014. Approximately 21% of our employees work pursuant to collective bargaining agreements that will expire within the next twelve months.

Transactions With Related Parties	3 Months Ended
Transactions With Related Parties	Mar. 31, 2014
Transactions With Related Parties [Abstract]
Transactions With Related Parties	Transactions With Related Parties Louisiana Timber Procurement Company, L.L.C. (LTP) is a variable-interest entity that is 50% owned by PCA and 50% owned by Boise Cascade Company (Boise Cascade). LTP procures sawtimber, pulpwood, residual chips, and other residual wood fiber to meet the wood and fiber requirements of PCA and Boise Cascade in Louisiana. PCA is the primary beneficiary of LTP, and has the power to direct the activities that most significantly affect the economic performance of LTP. Therefore, we consolidate 100% of LTP in our financial statements in our Corporate and Other segment. The carrying amounts of LTP's assets and liabilities (which relate primarily to noninventory working capital items) on our Consolidated Balance Sheets were both $5.3 million and $5.0 million at March 31, 2014, and December 31, 2013, respectively. During the three months ended March 31, 2014, we recorded $16.1 million of LTP sales to Boise Cascade in "Net Sales" in the Consolidated Statements of Income and approximately the same amount of expenses in "Cost of Sales". The sales were at prices designed to approximate market prices. During the three months ended March 31, 2014, fiber purchases from related parties were $7.2 million. Most of these purchases related to chip and log purchases by LTP from Boise Cascade's wood products business. These purchases are recorded in "Cost of Sales" in the Consolidated Statements of Income.

The entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.

Segment Information

3 Months Ended

Mar. 31, 2014

Segment Information [Abstract]

Segment Information

Prior to the acquisition of Boise on October 25, 2013, we manufactured and sold packaging products and reported our results in one reportable segment. In connection with the acquisition, we expanded our packaging business and entered the paper business as the third largest producer of white papers in North America in terms of production capacity. As a result, we began managing our business in three reportable segments: Packaging, Paper, and Corporate and Other. These segments represent distinct businesses that are managed separately because of differing products and services. Each of these businesses requires distinct operating and marketing strategies. There are no differences in our basis of segmentation or in our basis of measurement of segment profit or loss from those disclosed in Note 19, Segment Information, of the Notes to Consolidated Financial Statements in "Part II, Item 8. Financial Statements and Supplementary Data" in our Annual Report on Form 10-K for the year ended December 31, 2013.

Each segment's profits and losses are measured on operating profits before interest expense and interest income. After the acquisition of Boise, expenses that were historically included in "Corporate overhead" on our Consolidated Statements of Income, were reclassified to "Selling, general, and administrative expenses" to conform with the current year presentation. In addition, after increasing our product offerings to include both packaging and paper products after the Boise acquisition, we began allocating the amounts associated with running those businesses, previously included in "Corporate overhead", to our segments. For many of these allocated expenses, the related assets and liabilities remain in the Corporate and Other segment.

Effective January 1, 2014, the Company elected to change its method of accounting for certain inventories from lower of cost, as determined by the LIFO method, or market, to lower of cost, as determined by the average cost method, or market. The Company has applied this change in method of inventory costing retrospectively to all prior periods presented herein in accordance with U.S. generally accepted accounting principles relating to accounting changes. See Note 2, Change in Accounting Principle; Inventories, for additional information.

An analysis of operations by reportable segment is as follows (dollars in millions):



	Sales, net								Operating Income (Loss)
Three Months Ended March 31, 2014 (a)	Trade		Inter- segment			Total			Operating Income (Loss)
Packaging	$	1,095.6	$	1.8		$	1,097.4		$	170.7		(b)
Paper	309.3		—			309.3			27.7			(c)
Corporate and Other	26.4		37.7			64.1			(37.5		)	(d)
Intersegment eliminations	—		(39.5		)	(39.5		)	—
	$	1,431.3	$	—		$	1,431.3		160.9
Interest expense, net									(20.8		)
Income before taxes									$	140.1



	Sales, net						Operating Income (Loss)
Three Months Ended March 31, 2013	Trade		Inter- segment		Total		Operating Income (Loss)
Packaging	$	755.2	$	—	$	755.2	$	117.9
Corporate and Other	—		—		—		(11.9		)
	$	755.2	$	—	$	755.2	106.0
Interest expense, net							(9.3		)
Income before taxes							$	96.7

____________


(a)	On October 25, 2013, we acquired Boise. Our first quarter 2014 results include Boise for the full period.

(b)

Includes costs related primarily to our plans to convert the Number 3 newsprint machine at our DeRidder, Louisiana, mill to produce lightweight linerboard and corrugating medium and to exit the newsprint business in mid-September 2014. The three months ended March 31, 2014, included $4.0 million of restructuring charges, of which $2.9 million were recorded in "Cost of sales" and $1.1 million were recorded in "Other expense, net".


(c)	Includes $0.7 million of Boise acquisition integration-related costs, primarily for employee severance, professional fees, and other costs. These costs are recorded in "Other expense, net".


(d)	Includes $3.4 million of Boise acquisition integration-related costs and $17.6 million of costs accrued for the settlement of the Kleen Products LLC v Packaging Corp. of America et al class action lawsuit. See Note 18, Commitments, Guarantees, Indemnifications and Legal Proceedings, for more information.

The entire disclosure for reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments.

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New and Recently Adopted Accounting Standards	3 Months Ended
New and Recently Adopted Accounting Standards	Mar. 31, 2014
New and Recently Adopted Accounting Standards [Abstract]
New and Recently Adopted Accounting Standards	New and Recently Adopted Accounting Standards In April 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-08, Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360): Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity. This ASU defines a discontinued operation as a disposal of a component or group of components that is disposed of or is classified as held for sale and represents a strategic shift that has (or will have) a major effect on an entity’s operations and financial results. The standard also requires additional disclosures about discontinued operations. This guidance is effective for annual and interim reporting periods beginning after December 15, 2014. We do not believe the adoption of this update will have a material effect on our financial position and results of operations. In February 2013, the FASB issued ASU 2013-04, Liabilities (Topic 405): Obligations Resulting from Joint and Several Liability Arrangements for Which the Total Amount of the Obligation is Fixed at the Reporting Date. This ASU requires an entity to measure obligations resulting from joint and several liability arrangements for which the total amount of the obligation within the scope of this guidance is fixed at the reporting date, as the sum of (a) the amount the reporting entity agreed to pay on the basis of its arrangement among its co-obligors and (b) any additional amount the reporting entity expects to pay on behalf of its co-obligors. This ASU also requires an entity to disclose the nature and amount of the obligation as well as other information about those obligations. We adopted the provisions of this guidance January 1, 2014, and it did not have a material effect on our financial position and results of operations. In July 2013, the FASB issued ASU 2013-11, Income Taxes (Topic 740): Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists. This ASU requires that liabilities related to unrecognized tax benefits offset deferred tax assets for net operating loss carryforwards, a similar tax loss, or a tax credit carryforward if such settlement is required or expected in the event the uncertain tax position is disallowed. In situations in which carryforwards cannot be used or the deferred tax asset is not intended to be used for such purpose, the unrecognized tax benefit should be recorded as a liability and should not offset deferred tax assets. We adopted the provisions of this guidance on December 31, 2013, and it did not have a significant effect on our financial position or results of operations. There were no other accounting standards recently issued that had or are expected to have a material impact on our financial position or results of operations.

Tabular disclosure of changes in accounting principles, including adoption of new accounting pronouncements, that describes the new methods, amount and effects on financial statement line items.

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 2
-URI http://asc.fasb.org/extlink&oid=28359718&loc=d3e22580-107794

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Glossary Direct Effects of a Change in Accounting Principle
-URI http://asc.fasb.org/extlink&oid=6510796

Reference 3: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Glossary Indirect Effects of a Change in Accounting Principle
-URI http://asc.fasb.org/extlink&oid=6515603

Reference 4: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 270
-SubTopic 10
-Section 45
-Paragraph 13
-URI http://asc.fasb.org/extlink&oid=6372559&loc=d3e765-108305

Reference 5: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Glossary Accounting Change
-URI http://asc.fasb.org/extlink&oid=6503790

Reference 6: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=28359718&loc=d3e22499-107794

Reference 7: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 270
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.10-01.(b)(6))
-URI http://asc.fasb.org/extlink&oid=27015980&loc=d3e46468-122699

Reference 8: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 3
-URI http://asc.fasb.org/extlink&oid=28359718&loc=d3e22583-107794

Reference 9: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Glossary Change in Accounting Principle
-URI http://asc.fasb.org/extlink&oid=6507316

Reference 10: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 270
-SubTopic 10
-Section 45
-Paragraph 12
-URI http://asc.fasb.org/extlink&oid=6372559&loc=d3e725-108305

Reference 11: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Glossary Retrospective Application
-URI http://asc.fasb.org/extlink&oid=6523989

Reference 12: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Regulation S-X (SX)
-Number 210
-Section 01
-Paragraph b
-Subparagraph 6
-Article 10

Commitments, Guarantees, Indemnifications and Legal Proceedings	3 Months Ended
	Mar. 31, 2014
Commitments, Guarantees, Indemnifications and Legal Proceedings [Abstract]
Commitments, Guarantees, Indemnifications and Legal Proceedings	Commitments, Guarantees, Indemnifications and Legal Proceedings We have financial commitments and obligations that arise in the ordinary course of our business. These include long-term debt, capital commitments, lease obligations, and purchase commitments for goods and services, and are discussed in Note 8, Debt; and Note 20, Commitments, Guarantees, Indemnifications, and Legal Proceedings, of the Notes to Consolidated Financial Statements in "Part II, Item 8. Financial Statements and Supplementary Data" in our 2013 Form 10-K. Except as disclosed in Note 10, Debt, and in Legal Proceedings below, at March 31, 2014, there have been no other significant changes to commitments outside the normal course of business. Guarantees and Indemnifications We provide guarantees, indemnifications, and other assurances to third parties in the normal course of our business. These include tort indemnifications, environmental assurances, and representations and warranties in commercial agreements. At March 31, 2014, we are not aware of any material liabilities arising from any guarantee, indemnification, or financial assurance we have provided. If we determined such a liability was probable and subject to reasonable determination, we would accrue for it at that time. Legal proceedings During 2010, PCA and eight other U.S. and Canadian containerboard producers were named as defendants in five purported class action lawsuits filed in the United States District Court for the Northern District of Illinois, alleging violations of the Sherman Act. The lawsuits were consolidated in a single complaint under the caption Kleen Products LLC v Packaging Corp. of America et al. The consolidated complaint alleges that the defendants conspired to limit the supply of containerboard, and that the purpose and effect of the alleged conspiracy was to artificially increase prices of containerboard products during the period of August 2005 to October 2010 (the time of filing of the complaint). The complaint was filed as a class action suit on behalf of all purchasers of containerboard products during such period. On April 4, 2014, we reached an agreement with the representatives of the class to settle this lawsuit for $17.6 million and we recorded a $17.6 million liability for the settlement in "Accrued liabilities" on our March 31, 2014, Consolidated Balance Sheet. On May 6, 2014, the court preliminarily approved the settlement. Notice of the proposed settlement will be mailed to potential class members on or before June 20, 2014. A final approval hearing is scheduled for September 4, 2014. We are also a party to other legal actions arising in the ordinary course of our business. These legal actions include commercial liability claims, premises liability claims, and employment-related claims, among others. As of the date of this filing, we believe it is not reasonably possible that any of the legal actions against us will, either individually or in the aggregate, have a material adverse effect on our financial condition, results of operations, or cash flows.

Subsequent Events	3 Months Ended
Subsequent Events	Mar. 31, 2014
Subsequent Events [Abstract]
Subsequent Events	Subsequent Events On April 28, 2014, we acquired the assets of Crockett Packaging, a corrugated products manufacturer, for $21.2 million. The asset purchase includes a corrugated plant and a sheet plant in Southern California. Sales and total assets of the acquired company are not material to our overall sales and total assets. Operating results of the acquired company subsequent to April 28, 2014, will be included in our Packaging segment's 2014 operating results.

Nature of Operations and Basis of Presentation (Policies)	3 Months Ended
	Mar. 31, 2014
Accounting Policies [Abstract]
Use of Estimates	The preparation of the consolidated financial statements involves the use of estimates and accruals. Actual results may vary from those estimates.
Consolidation	The consolidated financial statements include the accounts of PCA and its majority-owned subsidiaries after elimination of intercompany balances and transactions. Boise's results are included in our results for periods after October 25, 2013.

Disclosure of accounting policy regarding (1) the principles it follows in consolidating or combining the separate financial statements, including the principles followed in determining the inclusion or exclusion of subsidiaries or other entities in the consolidated or combined financial statements and (2) its treatment of interests (for example, common stock, a partnership interest or other means of exerting influence) in other entities, for example consolidation or use of the equity or cost methods of accounting. The accounting policy may also address the accounting treatment for intercompany accounts and transactions, noncontrolling interest, and the income statement treatment in consolidation for issuances of stock by a subsidiary.

Change in Accounting Principle [Abstract]

Change in Accounting Principle; Inventories (Policies)

3 Months Ended

Mar. 31, 2014

Inventory Valuation



	Three Months Ended
	March 31, 2013
Consolidated Statement of Income and Comprehensive Income	As Previously Reported (a)			Effect of Change			As Adjusted
Cost of sales	$	(572,715	)	$	2,754		$	(569,961	)
Gross profit	182,492			2,754			185,246
Income from operations	103,246			2,754			106,000
Income before taxes	93,995			2,754			96,749
Provision for income taxes	(33,382		)	(1,073		)	(34,455		)
Net income	60,613			1,681			62,294
Comprehensive income	63,371			1,681			65,052
Net income per common share
Basic	0.63			0.02			0.65
Diluted	0.62			0.02			0.64

___________


(a)	Certain amounts in prior periods' consolidated financial statements have been reclassified to conform with the current period presentation.



	December 31, 2013
Consolidated Balance Sheet	As Previously Reported		Effect of Change			As Adjusted
Inventories	$	522,523	$	71,768		$	594,291
Deferred income tax assets	75,579		(27,963		)	47,616
Retained earnings	975,296		43,805			1,019,101



	Three Months Ended
	March 31, 2013
Consolidated Statement of Cash Flows	As Previously Reported			Effect of Change			As Adjusted
Net income	$	60,613		$	1,681		$	62,294
Adjustments to reconcile net income to net cash provided by operating activities:
Deferred income tax provision (benefit)	(877		)	1,073			196
Change in inventories	(1,414		)	(2,754		)	(4,168		)

The components of inventories are as follows (dollars in thousands):



	March 31, 2014		December 31, 2013
Raw materials	$	239,034	$	212,027
Work in process	12,453		13,898
Finished goods	195,097		209,972
Supplies and materials	160,722		158,394
Inventories	$	607,306	$	594,291

Disclosure of accounting policy for major classes of inventories, bases of stating inventories (for example, lower of cost or market), methods by which amounts are added and removed from inventory classes (for example, FIFO, LIFO, or average cost), loss recognition on impairment of inventories, and situations in which inventories are stated above cost. If inventory is carried at cost, this disclosure includes the nature of the cost elements included in inventory.

Change in Accounting Principle [Abstract]

Change in Accounting Principle; Inventories (Tables)

3 Months Ended

Mar. 31, 2014

Effect of Change on Consolidated Statement of Income and Comprehensive Income

Certain components of our financial statements affected by the change in valuation methodology as originally reported under the LIFO method and as adjusted for the change to the average cost method are as follows (in thousands, except per share data):



	Three Months Ended
	March 31, 2013
Consolidated Statement of Income and Comprehensive Income	As Previously Reported (a)			Effect of Change			As Adjusted
Cost of sales	$	(572,715	)	$	2,754		$	(569,961	)
Gross profit	182,492			2,754			185,246
Income from operations	103,246			2,754			106,000
Income before taxes	93,995			2,754			96,749
Provision for income taxes	(33,382		)	(1,073		)	(34,455		)
Net income	60,613			1,681			62,294
Comprehensive income	63,371			1,681			65,052
Net income per common share
Basic	0.63			0.02			0.65
Diluted	0.62			0.02			0.64

Effect of Change on Consolidated Balance Sheet



	December 31, 2013
Consolidated Balance Sheet	As Previously Reported		Effect of Change			As Adjusted
Inventories	$	522,523	$	71,768		$	594,291
Deferred income tax assets	75,579		(27,963		)	47,616
Retained earnings	975,296		43,805			1,019,101

Effect of Change on Consolidated Statement of Cash Flows



	Three Months Ended
	March 31, 2013
Consolidated Statement of Cash Flows	As Previously Reported			Effect of Change			As Adjusted
Net income	$	60,613		$	1,681		$	62,294
Adjustments to reconcile net income to net cash provided by operating activities:
Deferred income tax provision (benefit)	(877		)	1,073			196
Change in inventories	(1,414		)	(2,754		)	(4,168		)

Components of Inventories

The components of inventories are as follows (dollars in thousands):



	March 31, 2014		December 31, 2013
Raw materials	$	239,034	$	212,027
Work in process	12,453		13,898
Finished goods	195,097		209,972
Supplies and materials	160,722		158,394
Inventories	$	607,306	$	594,291

Boise Acquisition (Tables)

3 Months Ended

Mar. 31, 2014

Business Combinations [Abstract]

Pro Forma Financial Information



	Pro Forma (a)
	Three Months Ended March 31, 2013
Sales	$	1,354.8
Net income (b)	$	76.3
Net income per share—diluted (b)	$	0.78

____________

(a)


(b)	Included in pro forma net income for the three months ended March 31, 2013, is $5.3 million of incremental depreciation expense related to shortening the estimated useful lives of certain assets, primarily at the white paper mill in International Falls, Minnesota.

Other Expense, Net (Tables)

3 Months Ended

Mar. 31, 2014

Other Expense, Net [Abstract]

Components of Other (Income) Expense

The components of other (income) expense are as follows (in thousands):



	Three Months Ended March 31
	2014			2013
Class action lawsuit settlement (a)	$	17,600		$	—
Integration-related costs (b)	4,096			—
DeRidder restructuring (c)	1,101			—
Asset disposals and write-offs	1,260			2,779
Other	(75		)	1,182
Total	$	23,982		$	3,961

___________


(a)	The three months ended March 31, 2014, includes $17.6 million of costs accrued for the settlement of the Kleen Products LLC v Packaging Corp. of America et al class action lawsuit. See Note 18, Commitments, Guarantees, Indemnifications and Legal Proceedings, for more information.


(b)	The three months ended March 31, 2014, includes Boise acquisition integration-related costs, primarily for employee severance, professional fees, and other costs.


(c)	Costs relate primarily to our plans to convert the Number 3 newsprint machine at our DeRidder, Louisiana, mill to produce lightweight linerboard and corrugating medium and exit the newsprint business in mid-September 2014.

Earnings Per Share (Tables)

3 Months Ended

Mar. 31, 2014

Earnings Per Share [Abstract]

Computation of Basic and Diluted Income Per Common Share

The following table sets forth the computation of basic and diluted income per common share for the periods presented (dollars and shares in thousands, except per share data).



	Three Months Ended March 31
	2014			2013
Numerator:
Net income	$	90,086		$	62,294
Less: distributed and undistributed earnings allocated to participating securities	(1,402		)	—
Net income attributable to common shareholders	$	88,684		$	62,294
Denominator:
Weighted average basic common shares outstanding	96,787			96,415
Effect of dilutive securities	36			1,001
Diluted common shares outstanding	96,823			97,416
Basic income per common share	$	0.92		$	0.65
Diluted income per common share	$	0.92		$	0.64

All outstanding options to purchase shares at March 31, 2014 and 2013, were included in the computation of diluted common shares outstanding.

Property, Plant, and Equipment (Tables)

3 Months Ended

Mar. 31, 2014

Property, Plant and Equipment [Abstract]

Property, Plant, and Equipment

Property, plant, and equipment consist of the following (dollars in thousands):



	March 31, 2014			December 31, 2013
Land and land improvements	$	140,886		$	140,592
Buildings	637,004			628,948
Machinery and equipment	4,268,457			4,246,294
Construction in progress	198,082			168,808
Other	49,381			48,058
Property, plant, and equipment, at cost	5,293,810			5,232,700
Less accumulated depreciation	(2,493,068		)	(2,426,996		)
Property, plant, and equipment, net	$	2,800,742		$	2,805,704

Goodwill and Intangible Assets (Tables)

3 Months Ended

Mar. 31, 2014

Goodwill and Intangible Assets [Abstract]

Components of Intangible Assets

The weighted average useful life, gross carrying amount, and accumulated amortization of our intangible assets were as follows (dollars in thousands):



	March 31, 2014					December 31, 2013
	Weighted Average Remaining Useful Life (in Years)	Gross Carrying Amount		Accumulated Amortization		Weighted Average Remaining Useful Life (in Years)	Gross Carrying Amount		Accumulated Amortization
Customer relationships	15.0	$	306,361	$	21,604	15.4	$	306,361	$	16,509
Trademarks and trade names	14.3	21,370		1,334		14.7	21,370		794
Other	2.9	220		122		3.0	220		109
Total intangible assets (excluding goodwill)	15.0	$	327,951	$	23,060	15.4	$	327,951	$	17,412

Accrued Liabilities (Tables)

3 Months Ended

Mar. 31, 2014

Accrued Liabilities [Abstract]

Components of Accrued Liabilities

The components of accrued liabilities are as follows (in thousands):



	March 31, 2014		December 31, 2013
Compensation and benefits	$	86,400	$	130,455
Medical insurance and workers’ compensation	25,034		26,399
Franchise, property, sales and use taxes	19,792		20,232
Legal contingencies	18,700		1,000
Customer volume discounts and rebates	9,295		11,436
Severance	7,281		8,172
Environmental liabilities and asset retirement obligations	5,938		7,812
Other	8,429		8,552
Total	$	180,869	$	214,058

Employee Benefit Plans and Other Postretirement Benefits (Tables)

3 Months Ended

Mar. 31, 2014

Employee Benefit Plans and Other Postretirement Benefits [Abstract]

Components of Net Periodic Benefit Costs

The components of net periodic benefit cost were as follows (dollars in thousands):



	Pension Plans						Postretirement Plans
	Three Months Ended March 31						Three Months Ended March 31
	2014			2013			2014			2013
Service cost	$	5,794		$	6,249		$	392		$	515
Interest cost	11,434			3,991			308			311
Expected return on plan assets	(12,679		)	(3,751		)	—			—
Net amortization of unrecognized amounts
Prior service cost	1,641			1,560			(57		)	(106		)
Actuarial loss	155			1,502			24			134
Net periodic benefit cost	$	6,345		$	9,551		$	667		$	854

Share-based Compensation (Tables)

3 Months Ended

Mar. 31, 2014

Share-based Compensation [Abstract]

Summary of Restricted Stock and Performance Unit Award Activity

The following table presents restricted stock and performance unit award activity for the three months ended March 31, 2014:



	Restricted Stock				Performance Units
	Shares		Weighted Average Grant- Date Fair Value		Shares	Weighted Average Grant- Date Fair Value
Outstanding at December 31, 2013	1,463,694		$	31.48	70,600	$	47.83
Granted	33,714		65.29		—	—
Vested	(72,533	)	29.03		—	—
Outstanding at March 31, 2014	1,424,875		$	32.40	70,600	$	47.83

Compensation Expense for Restricted Stock and Performance Units

Compensation expense for share-based awards recognized in the Consolidated Statements of Income, net of forfeitures was as follows (dollars in thousands):



	Three Months Ended March 31
	2014			2013
Restricted stock	$	(3,321	)	$	(3,637	)
Performance units	(267		)	—
Impact on income before income taxes	(3,588		)	(3,637		)
Income tax benefit	1,396			1,413
Impact on net income	$	(2,192	)	$	(2,224	)

Unrecognized Compensation For Restricted Stock and Performance Units

The unrecognized compensation expense for all share-based awards at March 31, 2014, is as follows (dollars in thousands):



	March 31, 2014
	Unrecognized Compensation Expense		Remaining Weighted Average Recognition Period (in years)
Restricted stock	$	23,513	2.6
Performance units	2,730		3.3
Total unrecognized share-based compensation expense	$	26,243	2.7

Stockholders' Equity (Tables)

3 Months Ended

Mar. 31, 2014

Stockholders' Equity Attributable to Parent [Abstract]

Components of Changes in Accumulated Other Comprehensive Income (AOCI)

Changes in accumulated other comprehensive income (loss) (“AOCI”) by component follows (dollars in thousands). Amounts in parentheses indicate losses.



	Foreign Currency Translation Adjustments			Unrealized Loss On Treasury Locks, Net				Unrealized Loss on Foreign Exchange Contracts				Unfunded Employee Benefit Obligations				Total
Balance at December 31, 2013	$	(136	)	$	(28,191	)		$	(371	)		$	(36,326	)		$	(65,024	)
Other comprehensive income (loss) before reclassifications, net of tax	(18		)	—				—				—				(18		)
Amounts reclassified from AOCI, net of tax	—			855			(a)	5			(b)	979			(c)	1,839
Net current-period other comprehensive income (loss)	(18		)	855				5				979				1,821
Balance at March 31, 2014	$	(154	)	$	(27,336	)		$	(366	)		$	(35,347	)		$	(63,203	)

Reclassifications Out of Accumulated Other Comprehensive Income (AOCI)

The following table presents information about reclassifications out of AOCI (dollars in thousands). Amounts in parentheses indicate expenses in the Consolidated Statements of Income.



	Amounts Reclassified from AOCI Three Months Ended March 31
Details about AOCI Components	2014			2013			Affected Line Item in the Statement Where Net Income is Presented
Unrealized loss on treasury locks, net	$	(1,414	)	$	(1,413	)	See (a) below
	559			549			Tax benefit
	$	(855	)	$	(864	)	Net of tax

Unrealized loss on foreign exchange contracts	$	(8	)	$	(9	)	See (b) below
	3			4			Tax benefit
	$	(5	)	$	(5	)	Net of tax

Unfunded employee benefit obligations
Amortization of prior service costs	$	(1,584	)	$	(1,454	)	See (c) below
Amortization of actuarial losses	(179		)	(1,636		)	See (c) below
	(1,763		)	(3,090		)	Total before tax
	784			1,201			Tax benefit
	$	(979	)	$	(1,889	)	Net of tax

____________

(a)


(b)	This AOCI component is included as depreciation in cost of sales.


(c)	These AOCI components are included in the computation of net pension and postretirement benefit costs. See Note 11, Employee Benefit Plans and Other Postretirement Benefits, for additional information.

The entire disclosure for any adjustments made during the period to avoid double counting in comprehensive income items displayed as part of net income that also had been displayed as part of other comprehensive income in that period or earlier periods. These adjustments include reclassifications to net income of items in accumulated comprehensive income, such as deferred gains or losses on qualifying hedges when hedged item reported in net income, holding gains or losses on available-for-sale securities transferred into trading category, unrealized holding gains or losses on debt securities transferred from held-to-maturity category into available-for-sale category and accumulated translation adjustment attributable to foreign subsidiary or investment in foreign entity upon sale or liquidation.

Analysis of Operations by Reportable Segment

Segment Information (Tables)

3 Months Ended

Mar. 31, 2014

Segment Information [Abstract]

An analysis of operations by reportable segment is as follows (dollars in millions):



	Sales, net								Operating Income (Loss)
Three Months Ended March 31, 2014 (a)	Trade		Inter- segment			Total			Operating Income (Loss)
Packaging	$	1,095.6	$	1.8		$	1,097.4		$	170.7		(b)
Paper	309.3		—			309.3			27.7			(c)
Corporate and Other	26.4		37.7			64.1			(37.5		)	(d)
Intersegment eliminations	—		(39.5		)	(39.5		)	—
	$	1,431.3	$	—		$	1,431.3		160.9
Interest expense, net									(20.8		)
Income before taxes									$	140.1



	Sales, net						Operating Income (Loss)
Three Months Ended March 31, 2013	Trade		Inter- segment		Total		Operating Income (Loss)
Packaging	$	755.2	$	—	$	755.2	$	117.9
Corporate and Other	—		—		—		(11.9		)
	$	755.2	$	—	$	755.2	106.0
Interest expense, net							(9.3		)
Income before taxes							$	96.7

____________


(a)	On October 25, 2013, we acquired Boise. Our first quarter 2014 results include Boise for the full period.

(b)


(c)	Includes $0.7 million of Boise acquisition integration-related costs, primarily for employee severance, professional fees, and other costs. These costs are recorded in "Other expense, net".


(d)	Includes $3.4 million of Boise acquisition integration-related costs and $17.6 million of costs accrued for the settlement of the Kleen Products LLC v Packaging Corp. of America et al class action lawsuit. See Note 18, Commitments, Guarantees, Indemnifications and Legal Proceedings, for more information.

Nature of Operations and Basis of Presentation - Additional Information (Details)	3 Months Ended
	Mar. 31, 2014
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Number of reportable segments	3

Change in Accounting Principle; Inventories (Details) - USD ($)
$ / shares in Units, $ in Thousands

3 Months Ended

Mar. 31, 2014

Mar. 31, 2013

Dec. 31, 2013

Dec. 31, 2012

Consolidated Statement of Income and Comprehensive Income

$ (1,129,921)

$ (569,961)

301,404

185,246

160,908

^[1]

106,000

140,117

^[1]

96,749

(50,031)

(34,455)

90,086

62,294

$ 91,907

$ 65,052

$ 0.92

$ 0.65

$ 0.92

$ 0.64

Consolidated Balance Sheet

Deferred income tax assets

$ 607,306

$ 594,291

31,985

47,616

Retained earnings

1,067,661

1,019,101

Consolidated Statement of Cash Flows

Deferred income tax provision (benefit)

90,086

$ 62,294

15,645

196

As Previously Reported (under LIFO)

(13,035)

(4,168)

Consolidated Statement of Income and Comprehensive Income

^[2]

(572,715)

^[2]

182,492

^[2]

103,246

^[2]

93,995

^[2]

(33,382)

^[2]

60,613

^[2]

$ 63,371

^[2]

$ 0.63

^[2]

$ 0.62

Consolidated Balance Sheet

Deferred income tax assets

522,523

75,579

Retained earnings

975,296

Consolidated Statement of Cash Flows

Deferred income tax provision (benefit)

^[2]

$ 60,613

(877)

Change in Accounting Method for Inventory Valuation | Effect of Change in Accounting Principle

(1,414)

Consolidated Statement of Income and Comprehensive Income

2,754

2,754

2,754

2,754

(1,073)

1,400

1,681

$ 1,681

$ 0.02

$ 0.02

Consolidated Balance Sheet

Deferred income tax assets

69,500

71,768

(27,963)

Retained earnings

$ 43,805

$ 38,800

Consolidated Statement of Cash Flows

Deferred income tax provision (benefit)

$ 1,400

$ 1,681

1,073

Net income per share - diluted (b) | $ / shares

$ (2,754)

[1]	On October 25, 2013, we acquired Boise. Our first quarter 2014 results include Boise for the full period.
[2]	Certain amounts in prior periods' consolidated financial statements have been reclassified to conform with the current period presentation.

Components of Inventories (Details) - USD ($) $ in Thousands	Mar. 31, 2014	Dec. 31, 2013
Inventories [Abstract]
Raw materials	$ 239,034	$ 212,027
Work in process	12,453	13,898
Finished goods	195,097	209,972
Supplies and materials	160,722	158,394
Inventories	$ 607,306	$ 594,291

Boise Acquisition (Narrative) (Details) - Boise Inc. - USD ($) $ in Billions	12 Months Ended
	Dec. 31, 2013	Oct. 25, 2013
Business Acquisition [Line Items]
Outstanding stock and voting equity interests acquired		100.00%
Business acquisition, cost of acquired entity	$ 2.1

Pro Forma Financial Information (Unaudited) (Details) - Boise Inc.
$ / shares in Units, $ in Millions

3 Months Ended

Mar. 31, 2013

USD ($)

$ / shares

Business Acquisition [Line Items]

Sales

$ 1,354.8

^[1]

Net income (b)

$ 76.3

^[1],[2]

$ 0.78

^[1],[2]

Major Maintenance

Business Acquisition [Line Items]

Net income (b)

$ 12.6

Incremental Depreciation

Business Acquisition [Line Items]

Net income (b)

$ 5.3

[1]

[2]

Included in pro forma net income for the three months ended March 31, 2013, is $5.3 million of incremental depreciation expense related to shortening the estimated useful lives of certain assets, primarily at the white paper mill in International Falls, Minnesota.

Other Expense, Net (Details) - USD ($)
$ in Thousands

3 Months Ended

Mar. 31, 2014

Mar. 31, 2013

Other Expense, Net [Abstract]

Class action lawsuit settlement (a)

$ 17,600

^[1]

$ 0

Integration-related costs (b)

4,096

^[2]

DeRidder restructuring (c)

1,101

^[3]

Asset disposals and write-offs

1,260

2,779

Other

(75)

1,182

Total

$ 23,982

$ 3,961

[1]	The three months ended March 31, 2014, includes $17.6 million of costs accrued for the settlement of the Kleen Products LLC v Packaging Corp. of America et al class action lawsuit. See Note 18, Commitments, Guarantees, Indemnifications and Legal Proceedings, for more information.
[2]	The three months ended March 31, 2014, includes Boise acquisition integration-related costs, primarily for employee severance, professional fees, and other costs.
[3]	Costs relate primarily to our plans to convert the Number 3 newsprint machine at our DeRidder, Louisiana, mill to produce lightweight linerboard and corrugating medium and exit the newsprint business in mid-September 2014.

Computation of Basic and Diluted Income Per Common Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
Earnings Per Share [Abstract]
Net income	$ 90,086	$ 62,294
Less: distributed and undistributed earnings allocated to participating securities	(1,402)	0
Net income attributable to common shareholders	$ 88,684	$ 62,294
Weighted average basic common shares outstanding	96,787	96,415
Effect of dilutive securities	36	1,001
Diluted common shares outstanding	96,823	97,416
Basic income per common share	$ 0.92	$ 0.65
Diluted income per common share	$ 0.92	$ 0.64

The amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period.

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Glossary Net Income
-URI http://asc.fasb.org/extlink&oid=6518256

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 230
-SubTopic 10
-Section 45
-Paragraph 28
-URI http://asc.fasb.org/extlink&oid=31042434&loc=d3e3602-108585

Reference 3: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 944
-SubTopic 225
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-04.19)
-URI http://asc.fasb.org/extlink&oid=6879464&loc=d3e573970-122913

Reference 4: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 50
-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=6371337&loc=d3e3550-109257

Reference 5: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 225
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SX 210.5-03.18)
-URI http://asc.fasb.org/extlink&oid=26872669&loc=d3e20235-122688

Reference 6: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 944
-SubTopic 225
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-04.22)
-URI http://asc.fasb.org/extlink&oid=6879464&loc=d3e573970-122913

Reference 7: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Glossary Other Comprehensive Income
-URI http://asc.fasb.org/extlink&oid=6519514

Reference 8: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section 45
-Paragraph 6
-URI http://asc.fasb.org/extlink&oid=28358780&loc=d3e565-108580

Reference 9: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Regulation S-X (SX)
-Number 210
-Section 03
-Paragraph 19
-Article 5

Reference 10: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Regulation S-X (SX)
-Number 210
-Section 04
-Paragraph 20
-Article 9

Accumulated Other Comprehensive Income (Loss) [Line Items]

Income Taxes (Details) - USD ($) $ in Thousands	3 Months Ended
Income Taxes (Details) - USD ($) $ in Thousands	Mar. 31, 2014	Mar. 31, 2013
Income Taxes [Abstract]
Income tax provision	$ 50,031	$ 34,455
Effective income tax rate, percent	35.70%	35.60%
Effective income tax rate, at federal statutory income tax rate, percent	35.00%	35.00%
Cash paid for taxes, net of refunds received	$ 1,700	$ 4,100

Property, Plant, and Equipment (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013	Dec. 31, 2013
Property, Plant, and Equipment [Line Items]
Property, plant, and equipment, at cost	$ 5,293,810		$ 5,232,700
Less: accumulated depreciation	(2,493,068)		(2,426,996)
Property, plant, and equipment, net	2,800,742		2,805,704
Depreciation [Abstract]
Depreciation expense	76,000	$ 41,100
Land and Land Improvements
Property, Plant, and Equipment [Line Items]
Property, plant, and equipment, at cost	140,886		140,592
Buildings
Property, Plant, and Equipment [Line Items]
Property, plant, and equipment, at cost	637,004		628,948
Machinery and Equipment
Property, Plant, and Equipment [Line Items]
Property, plant, and equipment, at cost	4,268,457		4,246,294
Construction in Progress
Property, Plant, and Equipment [Line Items]
Property, plant, and equipment, at cost	198,082		168,808
Other
Property, Plant, and Equipment [Line Items]
Property, plant, and equipment, at cost	$ 49,381		$ 48,058

Goodwill (Details) - USD ($) $ in Thousands	Mar. 31, 2014	Dec. 31, 2013
Goodwill [Line Items]
Goodwill	$ 526,760	$ 526,789
Packaging
Goodwill [Line Items]
Goodwill	472,900	472,900
Paper
Goodwill [Line Items]
Goodwill	$ 53,900	$ 53,900

Intangible Assets (Details) - USD ($) $ in Thousands	3 Months Ended		12 Months Ended
Intangible Assets (Details) - USD ($) $ in Thousands	Mar. 31, 2014	Mar. 31, 2013	Dec. 31, 2013
Finite-Lived Intangible Assets [Line Items]
Weighted Average Remaining Useful Life (in Years)	14 years 11 months 26 days		15 years 4 months 10 days
Gross Carrying Amount	$ 327,951		$ 327,951
Accumulated Amortization	23,060		$ 17,412
Intangible assets amortization expense	$ 5,600	$ 800
Customer Relationships
Finite-Lived Intangible Assets [Line Items]
Weighted Average Remaining Useful Life (in Years)	15 years 14 days		15 years 4 months 28 days
Gross Carrying Amount	$ 306,361		$ 306,361
Accumulated Amortization	$ 21,604		$ 16,509
Trademarks and Trade Names
Finite-Lived Intangible Assets [Line Items]
Weighted Average Remaining Useful Life (in Years)	14 years 3 months 4 days		14 years 8 months 16 days
Gross Carrying Amount	$ 21,370		$ 21,370
Accumulated Amortization	$ 1,334		$ 794
Other Intangible Assets
Finite-Lived Intangible Assets [Line Items]
Weighted Average Remaining Useful Life (in Years)	2 years 10 months 24 days		3 years
Gross Carrying Amount	$ 220		$ 220
Accumulated Amortization	$ 122		$ 109

Accrued Liabilities (Details) - USD ($) $ in Thousands	Mar. 31, 2014	Dec. 31, 2013
Accrued Liabilities [Abstract]
Compensation and benefits	$ 86,400	$ 130,455
Medical insurance and workers' compensation	25,034	26,399
Franchise, property, sales and use taxes	19,792	20,232
Legal contingencies	18,700	1,000
Customer volume discounts and rebates	9,295	11,436
Severance	7,281	8,172
Environmental liabilities and asset retirement obligations	5,938	7,812
Other	8,429	8,552
Total	$ 180,869	$ 214,058

Debt (Details) - USD ($) $ in Millions	3 Months Ended
Debt (Details) - USD ($) $ in Millions	Mar. 31, 2014	Mar. 31, 2013
Debt Instrument [Line Items]
Principal payments on debt	$ 66.0
Cash payments for interest	10.5	$ 5.9
Amortization of net (loss) gain on treasury lock	1.4	1.4
Amortization of financing costs	0.5	$ 0.2
Book value of fixed rate debt	1,250.0
Book value of variable rate debt	1,230.0
Long-term debt (fixed-rate debt), fair value	$ 1,290.0

Employee Benefit Plans and Other Postretirement Benefits (Details) - USD ($) $ in Thousands	3 Months Ended		12 Months Ended
	Mar. 31, 2014	Mar. 31, 2013	Dec. 31, 2014
Pension Plans
Defined Benefit Plan Disclosure [Line Items]
Service cost	$ 5,794	$ 6,249
Interest cost	11,434	3,991
Expected return on plan assets	(12,679)	(3,751)
Net amortization of unrecognized amounts, Prior service cost	1,641	1,560
Net amortization of unrecognized amounts, Actuarial loss	155	1,502
Net periodic benefit cost	6,345	9,551
Postretirement Plans
Defined Benefit Plan Disclosure [Line Items]
Service cost	392	515
Interest cost	308	311
Expected return on plan assets	0	0
Net amortization of unrecognized amounts, Prior service cost	(57)	(106)
Net amortization of unrecognized amounts, Actuarial loss	24	134
Net periodic benefit cost	$ 667	$ 854
Scenario, Forecast
Pension Contributions [Abstract]
Expected pension contributions in 2014			$ 5,000

Share-based Compensation - Additional Information (Details) shares in Millions	3 Months Ended
	Mar. 31, 2014 shares
Share-based Compensation [Abstract]
Long-term equity incentive plan, termination date	May 1, 2023
Number of shares authorized under plan	10.6
Number of shares available for future issuance under share-based plan	2.1

Summary of Restricted Stock and Performance Unit Award Activity (Details) shares in Thousands	3 Months Ended
	Mar. 31, 2014 $ / shares shares
Restricted Stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Outstanding at December 31, 2013 \| shares	1,463,694
Granted \| shares	33,714
Vested \| shares	(72,533)
Outstanding at March 31, 2014 \| shares	1,424,875
Weighted average grant-date fair value of outstanding shares at December 31, 2013 \| $ / shares	$ 31.48
Weighted average grant-date fair value of shares granted \| $ / shares	65.29
Weighted average grant-date fair value of shares vested \| $ / shares	29.03
Weighted average grant-date fair value of outstanding shares at March 31, 2014 \| $ / shares	$ 32.40
Performance Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Outstanding at December 31, 2013 \| shares	70,600
Granted \| shares	0
Vested \| shares	0
Outstanding at March 31, 2014 \| shares	70,600
Weighted average grant-date fair value of outstanding shares at December 31, 2013 \| $ / shares	$ 47.83
Weighted average grant-date fair value of shares granted \| $ / shares	0.00
Weighted average grant-date fair value of shares vested \| $ / shares	0.00
Weighted average grant-date fair value of outstanding shares at March 31, 2014 \| $ / shares	$ 47.83

Compensation Expense for Restricted Stock and Performance Units (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Impact on income before income taxes	$ (3,588)	$ (3,637)
Income tax benefit	1,396	1,413
Impact on net income	(2,192)	(2,224)
Restricted Stock
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Impact on income before income taxes	(3,321)	(3,637)
Performance Units
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Impact on income before income taxes	$ (267)	$ 0

Unrecognized Compensation Expense for Share-Based Awards (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2014 USD ($)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized compensation expense	$ 26,243
Weighted-average recognition period	2 years 8 months 12 days
Restricted Stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized compensation expense	$ 23,513
Weighted-average recognition period	2 years 7 months 6 days
Performance Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized compensation expense	$ 2,730
Weighted-average recognition period	3 years 3 months 18 days

Stockholders' Equity (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Jun. 30, 2014	Mar. 31, 2014	Dec. 31, 2013	Mar. 31, 2013
Dividends declared per common share		$ 0.40	$ 0.40	$ 0.31
Dividends payable date		Jan. 15, 2014
Dividends payable, date of record		Dec. 23, 2013
Common stock dividends paid		$ (39,297)		$ 0
Subsequent Event
Dividends payable date	Apr. 15, 2014
Dividends payable, date of record	Mar. 14, 2014
Common stock dividends paid	$ (39,400)

Changes in Accumulated Other Comprehensive Income by Component (Details) - USD ($)
$ in Thousands

3 Months Ended

12 Months Ended

Mar. 31, 2014

Mar. 31, 2013

Dec. 31, 2014

Other comprehensive income (loss) before reclassifications, net of tax

$ (65,024)

(18)

1,839

1,821

$ 2,758

Foreign Currency Translation Adjustments

(63,203)

Accumulated Other Comprehensive Income (Loss) [Line Items]

Other comprehensive income (loss) before reclassifications, net of tax

(136)

(18)

(18)

Unfunded Employee Benefit Obligations

(154)

Accumulated Other Comprehensive Income (Loss) [Line Items]

Other comprehensive income (loss) before reclassifications, net of tax

(36,326)

^[1]

979

979

Treasury Lock | Accumulated Net Gain (Loss) from Designated or Qualifying Cash Flow Hedges

(35,347)

Accumulated Other Comprehensive Income (Loss) [Line Items]

Other comprehensive income (loss) before reclassifications, net of tax

(28,191)

^[2]

855

855

Foreign Exchange Contract | Accumulated Net Gain (Loss) from Designated or Qualifying Cash Flow Hedges

(27,336)

Accumulated Other Comprehensive Income (Loss) [Line Items]

Other comprehensive income (loss) before reclassifications, net of tax

(371)

^[3]

Accumulated Other Comprehensive Income (Loss) [Line Items]

$ (366)

Scenario, Forecast

Net amount of settlement gains (losses) on derivative instruments included in accumulated OCI to be amortized over next 12 months, before tax

(5,700)

Net amount of settlement gains (losses) on derivative instruments included in accumulated OCI to be amortized over next 12 months, after tax

$ (3,500)

[1]	These AOCI components are included in the computation of net pension and postretirement benefit costs. See Note 11, Employee Benefit Plans and Other Postretirement Benefits, for additional information.
[2]	This AOCI component is included in interest expense, net. Amount relates to the amortization of the effective portion of treasury lock derivative instruments recorded in AOCI. The net amount of settlement gains or losses on derivative instruments included in AOCI to be amortized over the next 12 months is a net loss of $5.7 million ($3.5 million after tax). For a discussion of treasury lock derivative instrument activity, see Note 11, Derivative Instruments and Hedging Activities, of the Notes to Consolidated Financial Statements in "Part II, Item 8. Financial Statements and Supplementary Data" of our 2013 Form 10-K.
[3]	This AOCI component is included as depreciation in cost of sales.

Reclassifications Out of Accumulated Other Comprehensive Income (Details) - USD ($)
$ in Thousands

3 Months Ended

Mar. 31, 2014

Mar. 31, 2013

Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items]

$ (20,791)

^[1]

$ (9,251)

(1,129,921)

(569,961)

140,117

^[1]

96,749

(50,031)

(34,455)

Unfunded Employee Benefit Obligations | Reclassification out of Accumulated Other Comprehensive Income [Member]

90,086

62,294

Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items]

Amortization of prior service costs

^[2]

(1,584)

(1,454)

Amortization of actuarial losses

^[2]

(179)

(1,636)

(1,763)

(3,090)

784

1,201

Treasury Lock | Accumulated Net Gain (Loss) from Designated or Qualifying Cash Flow Hedges | Reclassification out of Accumulated Other Comprehensive Income [Member]

(979)

(1,889)

Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items]

^[3]

(1,414)

(1,413)

559

549

Foreign Exchange Contract | Accumulated Net Gain (Loss) from Designated or Qualifying Cash Flow Hedges | Reclassification out of Accumulated Other Comprehensive Income [Member]

(855)

(864)

Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items]

^[4]

(8)

(9)

$ (5)

[1]	On October 25, 2013, we acquired Boise. Our first quarter 2014 results include Boise for the full period.
[2]	These AOCI components are included in the computation of net pension and postretirement benefit costs. See Note 11, Employee Benefit Plans and Other Postretirement Benefits, for additional information.
[3]	This AOCI component is included in interest expense, net. Amount relates to the amortization of the effective portion of treasury lock derivative instruments recorded in AOCI. The net amount of settlement gains or losses on derivative instruments included in AOCI to be amortized over the next 12 months is a net loss of $5.7 million ($3.5 million after tax). For a discussion of treasury lock derivative instrument activity, see Note 11, Derivative Instruments and Hedging Activities, of the Notes to Consolidated Financial Statements in "Part II, Item 8. Financial Statements and Supplementary Data" of our 2013 Form 10-K.
[4]	This AOCI component is included as depreciation in cost of sales.

Concentrations of Risk (Details) - USD ($) $ in Thousands	2 Months Ended	3 Months Ended
Concentrations of Risk (Details) - USD ($) $ in Thousands	Dec. 31, 2013	Mar. 31, 2014
Concentration Risk [Line Items]
Percentage of hourly employees represented by unions		75.00%
Accounts receivable, net, current	$ 643,083	$ 696,344
Number of employees of PCA		13,600
Workforce Subject to Collective Bargaining Arrangements
Concentration Risk [Line Items]
Concentration risk, percentage		51.00%
Workforce Subject to Collective Bargaining Arrangements Expiring within One Year
Concentration Risk [Line Items]
Concentration risk, percentage		21.00%
Office Depot (including OfficeMax) \| Credit Concentration Risk
Concentration Risk [Line Items]
Accounts receivable, net, current	$ 39,200	$ 55,200
Office Depot (including OfficeMax) \| Total Company Sales Revenue \| Customer Concentration Risk
Concentration Risk [Line Items]
Concentration risk, percentage		9.00%
Office Depot (including OfficeMax) \| Total Company Receivables \| Customer Concentration Risk
Concentration Risk [Line Items]
Concentration risk, percentage	6.00%	8.00%
Paper \| Office Depot (including OfficeMax) \| Paper Segment Sales Revenue \| Customer Concentration Risk
Concentration Risk [Line Items]
Concentration risk, percentage		42.00%

Transactions With Related Parties (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2014	Dec. 31, 2013
Related Party Transaction [Line Items]
Carrying amount of LTP's assets	$ 5.3	$ 5.0
Carrying amount of LTP's liabilities	5.3	$ 5.0
Fiber costs from related parties	7.2
Fiber \| Boise Cascade Co-Owner of LTP
Related Party Transaction [Line Items]
Revenue from related parties	$ 16.1

Segment Information (Details) - USD ($)
$ in Thousands

3 Months Ended

Mar. 31, 2014

Mar. 31, 2013

$ 1,431,300

^[1]

$ 755,200

1,431,325

755,207

160,908

^[1]

106,000

(20,791)

^[1]

(9,251)

140,117

^[1]

96,749

Integration-related costs

1,101

^[2]

4,096

^[3]

17,600

^[4]

Packaging

1,095,600

^[1]

755,200

170,700

^[1],[5]

117,900

^[2]

4,000

Paper

^[1]

309,300

^[1],[6]

27,700

Corporate and Other

26,400

^[1]

(37,500)

^[1],[7]

(11,900)

Intersegment Eliminations

^[3]

17,600

Intersegment Eliminations | Packaging

^[1]

Intersegment Eliminations | Paper

1,800

^[1]

Intersegment Eliminations | Corporate and Other

^[1]

Intersegment Eliminations | Intersegment Eliminations

37,700

^[1]

^[1]

(39,500)

Operating Segments

Operating Segments | Packaging

1,431,300

^[1]

755,200

Operating Segments | Paper

1,097,400

^[1]

755,200

Operating Segments | Corporate and Other

^[1]

309,300

Operating Segments | Intersegment Eliminations

64,100

^[1]

$ 0

Cost of Sales | Packaging

^[1]

(39,500)

Other Expense, Net | Packaging

^[2]

2,900

^[2]

1,100

Boise Inc. | Paper

Integration-related costs

^[3]

700

Boise Inc. | Corporate and Other

Integration-related costs

^[3]

$ 3,400

[1]	On October 25, 2013, we acquired Boise. Our first quarter 2014 results include Boise for the full period.
[2]	Costs relate primarily to our plans to convert the Number 3 newsprint machine at our DeRidder, Louisiana, mill to produce lightweight linerboard and corrugating medium and exit the newsprint business in mid-September 2014.
[3]	The three months ended March 31, 2014, includes Boise acquisition integration-related costs, primarily for employee severance, professional fees, and other costs.
[4]	The three months ended March 31, 2014, includes $17.6 million of costs accrued for the settlement of the Kleen Products LLC v Packaging Corp. of America et al class action lawsuit. See Note 18, Commitments, Guarantees, Indemnifications and Legal Proceedings, for more information.
[5]	Includes costs related primarily to our plans to convert the Number 3 newsprint machine at our DeRidder, Louisiana, mill to produce lightweight linerboard and corrugating medium and to exit the newsprint business in mid-September 2014. The three months ended March 31, 2014, included $4.0 million of restructuring charges, of which $2.9 million were recorded in "Cost of sales" and $1.1 million were recorded in "Other expense, net".
[6]	Includes $0.7 million of Boise acquisition integration-related costs, primarily for employee severance, professional fees, and other costs. These costs are recorded in "Other expense, net".
[7]	Includes $3.4 million of Boise acquisition integration-related costs and $17.6 million of costs accrued for the settlement of the Kleen Products LLC v Packaging Corp. of America et al class action lawsuit. See Note 18, Commitments, Guarantees, Indemnifications and Legal Proceedings, for more information.

Commitments, Guarantees, Indemnifications and Legal Proceedings (Details)
$ in Thousands

2 Months Ended

3 Months Ended

Oct. 31, 2010

Mar. 31, 2014

USD ($)

Mar. 31, 2013

USD ($)

Legal Proceedings [Line Items]

Number of other U.S. and Canadian containerboard producers

PCA and eight other U.S. and Canadian containerboard producers were named as defendants

Number of lawsuits filed by the plaintiffs

$ 17,600

^[1]

$ 0

Accrued Liabilities

Legal Proceedings [Line Items]