View Filing Data

$ 1,518,940

$ 845,440

$ 4,418,653

$ 2,400,877

(1,198,607)

(617,841)

(3,486,108)

(1,792,782)

Selling, general, and administrative expenses

320,333

227,599

932,545

608,095

(119,645)

(77,096)

(359,007)

(226,606)

Other expense, net

(12,310)

(7,721)

(44,004)

(22,510)

188,378

^[1]

142,782

529,534

^[1]

358,979

(23,111)

^[1],[2]

(11,850)

^[3]

(65,311)

^[1],[2]

(30,333)

^[3]

165,267

^[1]

130,932

464,223

^[1]

328,646

Income tax provision

(60,822)

(46,250)

(170,135)

(115,418)

$ 104,445

$ 84,682

$ 294,088

$ 213,228

$ 1.06

$ 0.88

$ 2.99

$ 2.21

Dividends declared per common share

1.06

0.87

2.99

2.19

$ 0.40

$ 1.20

$ 1.11

Statements of Comprehensive Income:

Foreign currency translation adjustment, net of tax of ($106), $0, ($76), and $0, respectively

$ 104,445

$ 84,682

$ 294,088

$ 213,228

(1,564)

(1,656)

Reclassification adjustments to cash flow hedges included in net income, net of tax of $553, $552, $1,668, and $1,658, respectively

870

2,599

2,609

Amortization of pension and postretirement plans actuarial loss and prior service cost, net of tax of $685, $2,153, $2,157, and $7,574, respectively

1,080

3,387

3,137

11,921

Changes in unfunded employee benefit obligation, net of tax of $0, $3,152, $0, and $8,522, respectively

4,963

13,418

386

9,220

4,080

27,948

Change in Accounting Principle

$ 104,831

$ 93,902

$ 298,168

$ 241,176

[1]	On October 25, 2013, we acquired Boise. The 2014 results include Boise for the full period.
[2]	Includes $1.5 million of expense related to the write-off of deferred financing costs in connection with the debt refinancing discussed in Note 10, Debt.
[3]	Includes $2.7 million of acquisition-related costs primarily related to financing the acquisition of Boise.

Consolidated Statements of Income and Comprehensive Income (Parenthetical) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014	Sep. 30, 2013
Income Statement [Abstract]
Foreign currency translation adjustment, tax	$ (106)	$ 0	$ (76)	$ 0
Reclassification adjustments to cash flow hedges included in net income, tax	553	552	1,668	1,658
Amortization of pension and postretirement plans actuarial loss and prior service cost, tax	685	2,153	2,157	7,574
Changes in unfunded employee benefit obligations, tax	$ 0	$ 3,152	$ 0	$ 8,522

Consolidated Balance Sheets - USD ($) $ in Thousands	Sep. 30, 2014	Dec. 31, 2013
Current assets:
Cash and cash equivalents	$ 154,323	$ 190,960
Accounts receivable, net of allowance for doubtful accounts and customer deductions of $12,118 and $10,567 as of September 30, 2014, and December 31, 2013, respectively	717,947	643,083
Inventories	616,962	594,291
Prepaid expenses and other current assets	76,195	32,101
Federal and state income taxes receivable	0	22,958
Deferred income taxes	32,280	47,616
Total current assets	1,597,707	1,531,009
Property, plant, and equipment, net	2,818,133	2,805,704
Goodwill	541,911	526,789
Intangible assets, net	299,096	310,539
Other long-term assets	73,902	69,738
Total assets	5,330,749	5,243,779
Current liabilities:
Current maturities of long-term debt	6,500	39,000
Capital lease obligations	1,082	1,030
Accounts payable	387,854	357,432
Dividends payable	39,393	39,297
Federal and state income taxes payable	7,176	0
Accrued liabilities	228,758	214,058
Accrued interest	19,272	9,722
Total current liabilities	690,035	660,539
Long-term liabilities:
Long-term debt	2,350,484	2,508,845
Capital lease obligations	23,055	23,874
Deferred income taxes	426,086	434,835
Pension and postretirement benefit plans	204,286	193,548
Other long-term liabilities	84,764	65,318
Total long-term liabilities	3,088,675	3,226,420
Commitments and contingent liabilities
Stockholders' equity:
Common stock, par value $0.01 per share, 300,000 shares authorized, 98,383 and 98,172 shares issued as of September 30, 2014, and December 31, 2013, respectively	984	982
Additional paid in capital	427,844	401,761
Retained earnings	1,184,155	1,019,101
Accumulated other comprehensive loss	(60,944)	(65,024)
Total stockholders' equity	1,552,039	1,356,820
Total liabilities and stockholders' equity	$ 5,330,749	$ 5,243,779

Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) shares in Thousands, $ in Thousands	Sep. 30, 2014	Dec. 31, 2013
Statement of Financial Position [Abstract]
Allowance for doubtful accounts and customer deductions	$ 12,118	$ 10,567
Common stock, par value	$ 0.01	$ 0.01
Common stock, shares authorized	300,000	300,000
Common stock, shares issued	98,383	98,172

Consolidated Statements of Cash Flows - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2014	Sep. 30, 2013
Cash Flows from Operating Activities:
Net income	$ 294,088	$ 213,228
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation, depletion, and amortization of intangibles and deferred financing costs	296,486	137,412
Share-based compensation expense	11,648	9,956
Deferred income tax provision	17,427	6,137
Alternative energy tax credits	0	76,280
Pension and postretirement benefits expense, net of contributions	19,230	10,600
Other, net	4,187	4,651
Increase in assets —
Accounts receivable	(74,970)	(57,583)
Inventories	(22,520)	(4,628)
Prepaid expenses and other current assets	(27,882)	(9,196)
Increase (decrease) in liabilities —
Accounts payable	(12,957)	46,418
Accrued liabilities	21,810	7,109
Federal and state income taxes payable / receivable	30,173	(20,216)
Net cash provided by operating activities	556,720	420,168
Cash Flows from Investing Activities:
Additions to property, plant, and equipment	(254,865)	(130,410)
Acquisition of business, net of cash acquired	(20,290)	0
Additions to other long term assets	(11,617)	(2,459)
Other	3,188	350
Net cash used for investing activities	(283,584)	(132,519)
Cash Flows from Financing Activities:
Repayments of debt and capital lease obligations	(590,641)	(11,967)
Proceeds from issuance of debt	398,864	0
Financing costs paid	3,209	8,220
Common stock dividends paid	(118,004)	(69,883)
Repurchases of common stock	0	(7,799)
Proceeds from exercise of stock options	3,739	2,756
Excess tax benefits from stock-based awards	11,796	7,539
Shares withheld to cover employee restricted stock taxes	(12,051)	(10,873)
Other	(267)	0
Net cash used for financing activities	(309,773)	(98,447)
Net (decrease) increase in cash and cash equivalents	(36,637)	189,202
Cash and cash equivalents, beginning of period	190,960	207,393
Cash and cash equivalents, end of period	$ 154,323	$ 396,595

Nature of Operations and Basis of Presentation	9 Months Ended
Nature of Operations and Basis of Presentation	Sep. 30, 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. 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 and nine months ended September 30, 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 and nine months ended September 30, 2013, into "Selling, general, and administrative expenses" given that Corporate and Other is now a separately disclosed segment. With the exception of the change in accounting principle relating to our inventories described below in Note 2, Change in Accounting Principle: Inventories, none of the reclassifications affected our results of operations, financial position, or cash flows. The consolidated financial statements of PCA as of September 30, 2014, and for the three and nine months ended September 30, 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 September 30, 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, and the updated consolidated financial statements included in our Current Report on Form 8-K filed on May 9, 2014 (referred to as "updated 2013 Financial Statements" throughout this document). 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

9 Months Ended

Sep. 30, 2014

Inventory Disclosure [Abstract]

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. Had the Company not made this change in accounting method, "Net income" for the three and nine months ended September 30, 2014, would have been $1.7 million and $1.5 million, respectively, higher than reported in the Consolidated Statements of Income and "Inventories" at September 30, 2014, would have been $69.3 million lower than reported in the Consolidated Balance Sheets.

We 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 were as follows (in thousands, except per share data):



	Three Months Ended September 30, 2013									Nine Months Ended September 30, 2013
Consolidated Statements of Income and Comprehensive Income	As Previously Reported (a)			Effect of Change			As Adjusted			As Previously Reported (a)			Effect of Change			As Adjusted
Cost of sales	$	(618,663	)	$	822		$	(617,841	)	$	(1,799,285	)	$	6,503		$	(1,792,782	)
Gross profit	226,777			822			227,599			601,592			6,503			608,095
Income from operations	141,960			822			142,782			352,476			6,503			358,979
Income before taxes	130,110			822			130,932			322,143			6,503			328,646
Provision for income taxes	(45,930		)	(320		)	(46,250		)	(112,885		)	(2,533		)	(115,418		)
Net income	84,180			502			84,682			209,258			3,970			213,228
Comprehensive income	93,400			502			93,902			237,206			3,970			241,176
Net income per common share:
Basic	0.87			0.01			0.88			2.17			0.04			2.21
Diluted	0.86			0.01			0.87			2.15			0.04			2.19

___________


(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



	Nine Months Ended September 30, 2013
Consolidated Statement of Cash Flows	As Previously Reported		Effect of Change			As Adjusted
Net income	$	209,258	$	3,970		$	213,228
Adjustments to reconcile net income to net cash provided by operating activities:
Deferred income tax provision	3,604		2,533			6,137
Change in inventories	1,875		(6,503		)	(4,628		)

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



	September 30, 2014		December 31, 2013
Raw materials	$	239,673	$	212,027
Work in process	12,739		13,898
Finished goods	195,538		209,972
Supplies and materials	169,012		158,394
Inventories	$	616,962	$	594,291

Acquisitions

9 Months Ended

Sep. 30, 2014

Business Combinations [Abstract]

Acquisitions

Crockett Packaging Acquisition

On April 28, 2014, we acquired the assets of Crockett Packaging, a corrugated products manufacturer, for $21.2 million, before $0.9 million of working capital adjustments. The assets included 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 assets subsequent to April 28, 2014, are included in our Packaging segment's 2014 operating results. We have estimated the allocation of the purchase price to the assets acquired and liabilities assumed based on estimates of the fair value at the date of the acquisition, of which $10.7 million has been allocated to goodwill (which is deductible for tax purposes) and $5.5 million to intangible assets (to be amortized over a weighted average life of approximately ten years), primarily customer relationships, in the Packaging segment. The purchase price allocation continues to be preliminary, as estimates and assumptions are subject to change as more information becomes available.

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 updated 2013 Financial Statements. During the nine months ended September 30, 2014, we recorded approximately $4.3 million of purchase price adjustments that increased goodwill. These adjustments related primarily to a true-up to the valuation of fixed assets and the associated impact to income tax liabilities. As of September 30, 2014, the purchase price allocation continues to be preliminary. The primary areas of the purchase price allocation that are not yet finalized relate to valuation of fixed assets, 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)
	Nine Months Ended September 30, 2013
Net sales	$	4,256
Net income (b)	$	248
Net income per share—diluted (b)	$	2.54

____________

(a)

The 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 $12.5 million for the nine months ended September 30, 2013); elimination of intercompany transactions; depreciation and amortization related to fair value adjustments to property, plant, and equipment and intangible assets; interest expense on acquisition-related debt; and $7.5 million of pre-tax acquisition-related costs which primarily consist of advisory, legal, accounting, financing, and other professional or consulting fees.

(b)

Included in pro forma net income for the nine months ended September 30, 2013, are $16.2 million of pre-tax costs, related primarily to the restructuring of Boise's white paper mill in International Falls, Minnesota, and $15.2 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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Other Income and Expenses [Abstract]

Other Expense, Net

9 Months Ended

Sep. 30, 2014

Other Expense, Net

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



	Three Months Ended September 30					Nine Months Ended September 30
	2014		2013			2014		2013
DeRidder restructuring (a)	$	4,270	$	—		$	5,690	$	—
Integration-related and other costs (b)	3,040		—			11,999		—
Class action lawsuit settlement (c)	—		—			17,600		—
Pension curtailment charges (d)	—		3,132			—		10,908
Acquisition-related costs (e)	—		1,479			—		1,479
Asset disposals and write-offs	2,854		3,486			6,912		9,508
Other	2,146		(376		)	1,803		615
Total	$	12,310	$	7,721		$	44,004	$	22,510

___________


(a)	Costs relate primarily to the conversion of the Number 3 newsprint machine at our DeRidder, Louisiana, mill to produce lightweight linerboard and corrugating medium, and our exit from the newsprint business in September 2014.


(b)	The three and nine months ended September 30, 2014, include Boise acquisition integration-related and other costs.


(c)	The nine months ended September 30, 2014, includes $17.6 million of costs 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.


(d)	The three and nine months ended September 30, 2013, include $3.1 million and $10.9 million, respectively, of non-cash pension curtailment charges related to pension plan changes in which certain hourly corrugated plant and containerboard mill employees will transition from a defined benefit pension plan to a defined contribution (401k) plan.


(e)	The three and nine months ended September 30, 2013, both include $1.5 million of acquisition-related costs, primarily for professional fees related to transaction-advisory services and expenses related to financing the acquisition of Boise.

Earnings Per Share

9 Months Ended

Sep. 30, 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 September 30					Nine Months Ended September 30
	2014			2013		2014			2013
Numerator:
Net income	$	104,445		$	84,682	$	294,088		$	213,228
Less: distributed and undistributed earnings allocated to participating securities	(1,451		)	—		(4,381		)	—
Net income attributable to common shareholders	$	102,994		$	84,682	$	289,707		$	213,228
Denominator:
Weighted average basic common shares outstanding	97,165			96,758		96,954			96,536
Effect of dilutive securities	57			839		53			976
Diluted common shares outstanding	97,222			97,597		97,007			97,512
Basic income per common share	$	1.06		$	0.88	$	2.99		$	2.21
Diluted income per common share	$	1.06		$	0.87	$	2.99		$	2.19

During the nine months ended September 30, 2014 and 2013, all outstanding options to purchase shares were included in the computation of diluted common shares outstanding. On June 29, 2014, all remaining options to purchase shares expired.

Income Taxes	9 Months Ended
Income Taxes	Sep. 30, 2014
Income Tax Disclosure [Abstract]
Income Taxes	Income Taxes For the three and nine months ended September 30, 2014, we recorded $60.9 million and $170.1 million of income tax expense and had an effective tax rate of 36.8% and 36.6%, respectively. For the three and nine months ended September 30, 2013, we recorded $46.2 million and $115.4 million of income tax expense and had an effective tax rate of 35.3% and 35.1%, respectively. During the three and nine months ended September 30, 2014 and 2013, the primary reasons for the difference from the federal statutory income tax rate of 35.0% were the effect of state and local income taxes and the domestic manufacturers’ deduction. During the three and nine months ended September 30, 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" of our updated 2013 Financial Statements. During the nine months ended September 30, 2014 and 2013, cash paid for taxes, net of refunds received, was $110.8 million and $45.7 million, respectively.

Property, Plant, and Equipment

9 Months Ended

Sep. 30, 2014

Property, Plant and Equipment [Abstract]

Property, Plant, and Equipment

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



	September 30, 2014			December 31, 2013
Land and land improvements	$	138,486		$	140,592
Buildings	645,173			628,948
Machinery and equipment	4,374,819			4,246,294
Construction in progress	253,150			168,808
Other	53,177			48,058
Property, plant, and equipment, at cost	5,464,805			5,232,700
Less accumulated depreciation	(2,646,672		)	(2,426,996		)
Property, plant, and equipment, net	$	2,818,133		$	2,805,704

Depreciation expense for the three months ended September 30, 2014 and 2013, was $95.1 million and $42.4 million, respectively. During the nine months ended September 30, 2014 and 2013, depreciation expense was $264.1 million and $125.2 million, respectively. The increase in depreciation expense relates primarily to the acquisition of Boise in fourth quarter 2013, as well as accelerated depreciation related to shortening the useful lives of our newsprint-related assets at the DeRidder, Louisiana, mill. During the three and nine months ended September 30, 2014, we recognized $18.2 million and $35.4 million, respectively, of incremental depreciation expense related to shortening the useful lives of our newsprint-related assets at the DeRidder, Louisiana, mill.

At September 30, 2014, purchases of property, plant, and equipment included in accounts payable was $49.6 million.

Goodwill and Intangible Assets

9 Months Ended

Sep. 30, 2014

Goodwill and Intangible Assets Disclosure [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 September 30, 2014, and December 31, 2013, we had $487.9 million and $472.9 million of goodwill recorded in our Packaging segment, respectively, and $54.0 million and $53.9 million of goodwill recorded in our Paper segment, respectively, on our Consolidated Balance Sheets.

Changes in the carrying amount of our goodwill were as follows (dollars in thousands):



	Goodwill
Balance at December 31, 2013	$	526,789
Acquisitions (a)	10,734
Adjustments related to purchase accounting (b)	4,388
Balance at September 30, 2014	$	541,911

___________


(a)	In April 2014, we acquired the assets of Crockett Packaging, a corrugated products manufacturer, for $21.2 million, before $0.9 million of working capital adjustments, and recorded $10.7 million of goodwill in our Packaging segment.


(b)	Adjustments relate primarily to the Boise acquisition, see Note 3, Acquisitions, for more information.

We have historically performed our annual goodwill impairment testing as of December 31. During the third quarter of 2014, we changed the annual goodwill impairment testing date from December 31 to October 1. We believe this change in measurement date, which represents a change in method of applying an accounting principle, is preferable. While remaining in the fourth quarter, the measurement date will lessen resource constraints in connection with the year-end close and financial reporting process by allowing us additional time to complete our annual impairment testing in advance of our year-end reporting. The change in accounting principle does not delay, accelerate, or avoid an impairment charge. We have determined that it is not practical to objectively determine projected cash flows and related valuation estimates that would have been used as of October 1 for periods prior to October 1, 2014, without the use of hindsight. As such, we prospectively applied the change in our annual goodwill impairment test date as of the first day of the fourth quarter of 2014.

Intangible Assets

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

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



	September 30, 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	14.5	$	311,461	$	31,759	15.4	$	306,361	$	16,509
Trademarks and trade names	13.6	21,770		2,455		14.7	21,370		794
Other	2.4	220		141		3.0	220		109
Total intangible assets (excluding goodwill)	14.4	$	333,451	$	34,355	15.4	$	327,951	$	17,412

Amortization expense for the three months ended September 30, 2014 and 2013, was $5.7 million and $0.8 million, respectively. During the nine months ended September 30, 2014 and 2013, amortization expense was $16.9 million and $2.5 million, respectively. The increase in amortization expense relates primarily to the acquisition of Boise in fourth quarter 2013.

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.

Compensation and Retirement Disclosure [Abstract]

Accrued Liabilities

9 Months Ended

Sep. 30, 2014

Accrued Liabilities [Abstract]

Accrued Liabilities

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



	September 30, 2014		December 31, 2013
Compensation and benefits	$	136,996	$	130,455
Franchise, property, sales and use taxes	27,942		20,232
Medical insurance and workers’ compensation	26,185		26,399
Customer volume discounts and rebates	12,695		11,436
Environmental liabilities and asset retirement obligations	6,829		7,812
Severance	2,052		8,172
Legal contingencies	1,283		1,000
Other	14,776		8,552
Total	$	228,758	$	214,058

Debt

9 Months Ended

Sep. 30, 2014

Debt Disclosure [Abstract]

Debt

Our long-term debt and interest rates on that debt were as follows (dollars in thousands):



	September 30, 2014				December 31, 2013
	Amount		Interest Rate		Amount		Interest Rate
Revolving Credit Facility, due October 2018	$	—	—	%	$	—	—	%
Five-Year Term Loan, due October 2018	65,000		1.53		650,000		1.54
Seven-Year Term Loan, due October 2020	645,125		1.78		650,000		1.79
6.50% Senior Notes, net of discounts of $22 and $26 as of September 30, 2014 and December 31, 2013, respectively, due March 2018	149,978		6.50		149,974		6.50
3.90% Senior Notes, net of discounts of $275 and $302 as of September 30, 2014 and December 31, 2013, respectively, due June 2022	399,725		3.90		399,698		3.90
4.50% Senior Notes, net of discount of $1,714 and $1,827 as of September 30, 2014 and December 31, 2013, respectively, due November 2023	698,286		4.50		698,173		4.50
3.65% Senior Notes, net of discount of $1,130 as of September 30, 2014, due September 2024	398,870		3.65		—		—
Total	2,356,984		3.56		2,547,845		3.08
Less current portion	6,500		1.78		39,000		1.59
Total long-term debt	$	2,350,484	3.56	%	$	2,508,845	3.10	%

On September 5, 2014, we issued $400.0 million of 3.65% fixed-rate senior notes due September 15, 2024, through a registered public offering. We used the proceeds of this offering and other cash from operations to repay $589.9 million of debt during the nine months ended September 30, 2014. In connection with the $400.0 million debt issuance, we paid $3.2 million of deferred financing costs, which will be amortized to interest expense using the effective interest method over the term of the debt.

For the nine months ended September 30, 2014 and 2013, cash payments for interest were $50.0 million and $21.0 million, respectively.

Annual principal maturities for debt, excluding unamortized debt discount, as of September 30, 2014 were: $1.6 million for the remainder of 2014, $6.5 million for 2015, 2016, and 2017; $221.5 million for 2018; $6.5 million for 2019; and $2.1 billion for 2020 and thereafter.

Included in interest expense, net, are amortization of treasury lock settlements and amortization of financing costs. For both the three months ended September 30, 2014 and 2013, amortization of treasury lock settlements was $1.4 million, and for both the nine months ended September 30, 2014 and 2013, amortization of treasury lock settlements was $4.2 million. During the three months ended September 30, 2014 and 2013, amortization of financing costs was $2.0 million and $2.9 million, respectively, and during the nine months ended September 30, 2014 and 2013, amortization of financing costs was $2.9 million and $3.3 million, respectively. In connection with our debt repayments during the three months ended September 30, 2014, we expensed $1.5 million of deferred financing costs.

At September 30, 2014, we have $1,646.9 million of fixed-rate senior notes and $710.1 million of variable-rate term loans outstanding. At September 30, 2014, the fair value of our fixed-rate debt was estimated to be $1,713.1 million. 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 updated 2013 Financial Statements.

Employee Benefit Plans and Other Postretirement Benefits

9 Months Ended

Sep. 30, 2014

Employee Benefit Plans and Other Postretirement Benefits

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



	Pension Plans
	Three Months Ended September 30						Nine Months Ended September 30
	2014			2013			2014			2013
Service cost	$	5,828		$	5,825		$	17,428		$	18,322
Interest cost	11,507			4,269			34,400			12,250
Expected return on plan assets	(12,657		)	(3,796		)	(38,008		)	(11,297		)
Net amortization of unrecognized amounts
Prior service cost	1,641			163			4,922			3,284
Actuarial loss	155			2,217			465			5,221
Curtailment loss (a)	—			3,132			—			10,908
Net periodic benefit cost	$	6,474		$	11,810		$	19,207		$	38,688

___________

(a)

In June 2013, the United Steelworkers (“USW”) ratified a master labor agreement with PCA under which we froze certain USW-represented corrugated plant employees pension accruals under PCA’s hourly pension plan. Additionally, in September 2013, the USW ratified a master labor agreement with PCA under which we froze certain USW-represented containerboard mill employees pension accruals under PCA’s hourly pension plan. Following the pension freezes, affected USW-represented employees will transition to a defined contribution 401k plan. We recorded a $3.1 million and $10.9 million pre-tax pension curtailment charge related to the unrecognized prior service costs of employees impacted by the pension freezes during the three and nine months ended September 30, 2013, respectively. We also remeasured the hourly pension plan benefit obligation using current fair values of plan assets and current assumptions, resulting in a decrease in the benefit obligation of $21.9 million with a corresponding decrease in accumulated other comprehensive income (loss) of $13.4 million and deferred taxes of $8.5 million.

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). During the nine months ended September 30, 2014, we contributed $0.4 million to our pension plans, which exceeds our 2014 minimum required contributions, calculated under the pension provisions of the Highway and Transportation Funding Act passed in August 2014. We do not expect to make any additional contributions during the fourth quarter of 2014.

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



	Postretirement Plans
	Three Months Ended September 30						Nine Months Ended September 30
	2014			2013			2014			2013
Service cost	$	392		$	515		$	1,177		$	1,545
Interest cost	311			311			933			934
Net amortization of unrecognized amounts
Prior service benefit	(57		)	(106		)	(170		)	(319		)
Actuarial loss	26			134			77			401
Net periodic benefit cost	$	672		$	854		$	2,017		$	2,561

Share-based Compensation

9 Months Ended

Sep. 30, 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 September 30, 2014, 1.9 million shares were 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 nine months ended September 30, 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	229,489		70.24		56,889	71.19
Vested	(475,050	)	23.86		—	—
Forfeitures	(1,165	)	62.74		—	—
Outstanding at September 30, 2014	1,216,968		$	41.73	127,489	$	58.25

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 September 30						Nine Months Ended September 30
	2014			2013			2014			2013
Restricted stock	$	(3,453	)	$	(2,933	)	$	(10,501	)	$	(9,691	)
Performance units	(594		)	(249		)	(1,147		)	(265		)
Impact on income before income taxes	(4,047		)	(3,182		)	(11,648		)	(9,956		)
Income tax benefit	1,572			1,237			4,530			3,868
Impact on net income	$	(2,475	)	$	(1,945	)	$	(7,118	)	$	(6,088	)

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 September 30, 2014, was as follows (dollars in thousands):



	September 30, 2014
	Unrecognized Compensation Expense		Remaining Weighted Average Recognition Period (in years)
Restricted stock	$	30,543	2.7
Performance units	6,025		3.4
Total unrecognized share-based compensation expense	$	36,568	2.8

Stockholders' Equity

9 Months Ended

Sep. 30, 2014

Equity [Abstract]

Stockholders' Equity

Dividends

During the nine months ended September 30, 2014, we paid $118.0 million of dividends to shareholders. On August 28, 2014, PCA's Board of Directors approved a regular quarterly cash dividend $0.40 per share, which was paid on October 15, 2014, to shareholders of record as of September 15, 2014. The dividend payment was $39.4 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	(1,656		)	—				—				—				(1,656		)
Amounts reclassified from AOCI, net of tax	—			2,584			(a)	15			(b)	3,137			(c)	5,736
Net current-period other comprehensive income (loss)	(1,656		)	2,584				15				3,137				4,080
Balance at September 30, 2014	$	(1,792	)	$	(25,607	)		$	(356	)		$	(33,189	)		$	(60,944	)

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 September 30						Nine Months Ended September 30						Affected Line Item in the Statement Where Net Income is Presented
Details about AOCI Components	2014			2013			2014			2013
Unrealized loss on treasury locks, net	$	(1,414	)	$	(1,414	)	$	(4,242	)	$	(4,242	)	See (a) below
	549			549			1,658			1,648			Tax benefit
	$	(865	)	$	(865	)	$	(2,584	)	$	(2,594	)	Net of tax

Unrealized loss on foreign exchange contracts	$	(9	)	$	(8	)	$	(25	)	$	(25	)	See (b) below
	4			3			10			10			Tax benefit
	$	(5	)	$	(5	)	$	(15	)	$	(15	)	Net of tax

Unfunded employee benefit obligations
Amortization of prior service costs	$	(1,584	)	$	(57	)	$	(4,752	)	$	(2,965	)	See (c) below
Amortization of actuarial losses	(181		)	(2,351		)	(542		)	(5,622		)	See (c) below
Curtailment loss	—			(3,132		)	—			(10,908		)	See (c) below
	(1,765		)	(5,540		)	(5,294		)	(19,495		)	Total before tax
	685			2,153			2,157			7,574			Tax benefit
	$	(1,080	)	$	(3,387	)	$	(3,137	)	$	(11,921	)	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 updated 2013 Financial Statements.


(b)	This AOCI component is included 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	9 Months Ended
Concentrations of Risk	Sep. 30, 2014
Risks and Uncertainties [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 segment. 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. Our sales to Office Depot (including OfficeMax) represented 9% of our total company sales revenue, for both the three and nine months ended September 30, 2014, and 44% of our Paper segment sales revenue for both those periods, respectively. At September 30, 2014, and December 31, 2013, we had $64.6 million and $39.2 million of accounts receivable due from Office Depot (including OfficeMax), which represents 9% 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 September 30, 2014, we had approximately 14,000 employees and approximately 50% 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). Approximately 22% of our employees work pursuant to collective bargaining agreements that will expire within the next twelve months.

Transactions With Related Parties	9 Months Ended
Transactions With Related Parties	Sep. 30, 2014
Related Party Transactions [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 $6.4 million at September 30, 2014, and $5.0 million at December 31, 2013. During the three and nine months ended September 30, 2014, we recorded $21.9 million and $56.9 million, respectively, 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 and nine months ended September 30, 2014, fiber purchases from related parties were $7.0 million and $21.3 million, respectively. 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

9 Months Ended

Sep. 30, 2014

Segment Reporting [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" of our updated 2013 Financial Statements.

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 were as follows (dollars in millions):



	Sales, net								Operating Income (Loss)
Three Months Ended September 30, 2014 (a)	Trade		Inter- segment			Total			Operating Income (Loss)
Packaging	$	1,174.2	$	1.5		$	1,175.7		$	164.7		(b)
Paper	312.5		—			312.5			43.0			(c)
Corporate and Other	32.2		37.0			69.2			(19.3		)	(d)
Intersegment eliminations	—		(38.5		)	(38.5		)	—
	$	1,518.9	$	—		$	1,518.9		188.4
Interest expense, net									(23.1		)	(e)
Income before taxes									$	165.3



	Sales, net						Operating Income (Loss)
Three Months Ended September 30, 2013	Trade		Inter- segment		Total		Operating Income (Loss)
Packaging	$	845.4	$	—	$	845.4	$	154.9		(f)
Corporate and Other	—		—		—		(12.1		)	(g)
	$	845.4	$	—	$	845.4	142.8
Interest expense, net							(11.9		)	(h)
Income before taxes							$	130.9



	Sales, net								Operating Income (Loss)
Nine Months Ended September 30, 2014 (a)	Trade		Inter- segment			Total			Operating Income (Loss)
Packaging	$	3,413.8	$	4.5		$	3,418.3		$	501.8		(b)
Paper	917.0		—			917.0			104.3			(c)
Corporate and Other	87.9		112.8			200.7			(76.6		)	(d)
Intersegment eliminations	—		(117.3		)	(117.3		)	—
	$	4,418.7	$	—		$	4,418.7		529.5
Interest expense, net									(65.3		)	(e)
Income before taxes									$	464.2



	Sales, net						Operating Income (Loss)
Nine Months Ended September 30, 2013	Trade		Inter- segment		Total		Operating Income (Loss)
Packaging	$	2,400.9	$	—	$	2,400.9	$	395.1		(f)
Corporate and Other	—		—		—		(36.1		)	(g)
	$	2,400.9	$	—	$	2,400.9	359.0
Interest expense, net							(30.4		)	(h)
Income before taxes							$	328.6

____________


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

(b)

Includes costs related primarily to the conversion of the Number 3 newsprint machine at our DeRidder, Louisiana, mill to produce lightweight linerboard and corrugating medium, and our exit from the newsprint business in September 2014. The three and nine months ended September 30, 2014, include $26.0 million and $47.8 million, respectively, of restructuring charges, primarily accelerated depreciation. The three and nine months ended September 30, 2014, includes $1.0 million and $5.4 million of Boise acquisition integration-related and other costs recorded in "Other expense, net".


(c)	Includes $0.4 million of income, net of expenses, for the nine months ended September 30, 2014, of integration related and other costs recorded in "Other expense, net".


(d)	Includes $2.0 million and $7.0 million, for the three and nine months ended September 30, 2014, of Boise acquisition integration-related and other costs recorded in "Other expense, net".

The nine months ended September 30, 2014, includes $17.6 million of costs 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. These costs are recorded in "Other expense, net".


(e)	Includes $1.5 million of expense related to the write-off of deferred financing costs in connection with the debt refinancing discussed in Note 10, Debt.


(f)	Includes $3.1 million and $10.9 million, for the three and nine months ended September 30, 2013, respectively, of non-cash pension curtailment charges related to pension plan changes in which certain hourly corrugated plant and containerboard mill employees will transition from a defined benefit pension plan to a defined contribution (401k) plan.


(g)	Includes $1.5 million of Boise acquisition-related costs primarily for professional fees related to transaction-advisory services.


(h)	Includes $2.7 million of acquisition-related costs primarily related to financing the acquisition of Boise.

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	9 Months Ended
New and Recently Adopted Accounting Standards	Sep. 30, 2014
New Accounting Pronouncements and Changes in Accounting Principles [Abstract]
New and Recently Adopted Accounting Standards	New and Recently Adopted Accounting Standards In August 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2014-15, Presentation of Financial Statements (Topic 205): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern. This ASU provides guidance that will explicitly require management to assess an entity’s ability to continue as a going concern, and to provide related footnote disclosures in certain circumstances. The guidance is effective for the annual period ending after December 15, 2016, and for annual and interim periods thereafter. Early adoption is permitted. We do not believe the adoption of this update will affect our financial position and results of operations. In May 2014, the FASB issued ASU 2014-09: Revenue from Contracts with Customers (Topic 606). ASU 2014-09 amends the guidance for revenue recognition to replace numerous, industry-specific requirements and converges areas under this topic with those of the International Financial Reporting Standards. The ASU implements a five-step process for customer contract revenue recognition that focuses on transfer of control, as opposed to transfer of risk and rewards. The amendment also requires enhanced disclosures regarding the nature, amount, timing, and uncertainty of revenues and cash flows from contracts with customers. The amendments in this ASU are effective for reporting periods beginning after December 15, 2016, and early adoption is prohibited. Entities can transition to the standard either retrospectively or as a cumulative-effect adjustment as of the date of adoption. We are currently assessing the impact the adoption of ASU 2014-09 may have on our financial position and results of operations. In April 2014, the FASB issued 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. We adopted the provisions of this guidance in third quarter 2014, and it did not 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.

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Commitments, Guarantees, Indemnifications and Legal Proceedings	9 Months Ended
	Sep. 30, 2014
Commitments and Contingencies Disclosure [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, which 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" of our updated 2013 Financial Statements. Except as disclosed in Note 10, Debt, and in Legal Proceedings below, at September 30, 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 September 30, 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. These costs were recorded in "Other expense, net" in our Consolidated Income Statement for the nine months ended September 30, 2014. On May 6, 2014, the court preliminarily approved the settlement. Notice of the proposed settlement was mailed to potential class members and $17.6 million was paid to the settlement fund escrow account in June 2014. The court granted final approval to the settlement on 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.

Nature of Operations and Basis of Presentation (Policies)	9 Months Ended
	Sep. 30, 2014
Organization, Consolidation and Presentation of Financial Statements [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.

Change in Accounting Principle: Inventories (Policies)	9 Months Ended
Change in Accounting Principle: Inventories (Policies)	Sep. 30, 2014
Inventory Disclosure [Abstract]
Inventory Valuation	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.

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.

Effect of Change on Consolidated Statement of Income and Comprehensive Income

Change in Accounting Principle: Inventories (Tables)

9 Months Ended

Sep. 30, 2014

Inventory Disclosure [Abstract]

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 were as follows (in thousands, except per share data):



	Three Months Ended September 30, 2013									Nine Months Ended September 30, 2013
Consolidated Statements of Income and Comprehensive Income	As Previously Reported (a)			Effect of Change			As Adjusted			As Previously Reported (a)			Effect of Change			As Adjusted
Cost of sales	$	(618,663	)	$	822		$	(617,841	)	$	(1,799,285	)	$	6,503		$	(1,792,782	)
Gross profit	226,777			822			227,599			601,592			6,503			608,095
Income from operations	141,960			822			142,782			352,476			6,503			358,979
Income before taxes	130,110			822			130,932			322,143			6,503			328,646
Provision for income taxes	(45,930		)	(320		)	(46,250		)	(112,885		)	(2,533		)	(115,418		)
Net income	84,180			502			84,682			209,258			3,970			213,228
Comprehensive income	93,400			502			93,902			237,206			3,970			241,176
Net income per common share:
Basic	0.87			0.01			0.88			2.17			0.04			2.21
Diluted	0.86			0.01			0.87			2.15			0.04			2.19

___________


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

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



	Nine Months Ended September 30, 2013
Consolidated Statement of Cash Flows	As Previously Reported		Effect of Change			As Adjusted
Net income	$	209,258	$	3,970		$	213,228
Adjustments to reconcile net income to net cash provided by operating activities:
Deferred income tax provision	3,604		2,533			6,137
Change in inventories	1,875		(6,503		)	(4,628		)

Components of Inventories

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



	September 30, 2014		December 31, 2013
Raw materials	$	239,673	$	212,027
Work in process	12,739		13,898
Finished goods	195,538		209,972
Supplies and materials	169,012		158,394
Inventories	$	616,962	$	594,291

Acquisitions (Tables)

9 Months Ended

Sep. 30, 2014

Business Combinations [Abstract]

Pro Forma Financial Information



	Pro Forma (a)
	Nine Months Ended September 30, 2013
Net sales	$	4,256
Net income (b)	$	248
Net income per share—diluted (b)	$	2.54

____________

(a)

(b)

Other Expense, Net (Tables)

9 Months Ended

Sep. 30, 2014

Other Income and Expenses [Abstract]

Components of Other (Income) Expense

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



	Three Months Ended September 30					Nine Months Ended September 30
	2014		2013			2014		2013
DeRidder restructuring (a)	$	4,270	$	—		$	5,690	$	—
Integration-related and other costs (b)	3,040		—			11,999		—
Class action lawsuit settlement (c)	—		—			17,600		—
Pension curtailment charges (d)	—		3,132			—		10,908
Acquisition-related costs (e)	—		1,479			—		1,479
Asset disposals and write-offs	2,854		3,486			6,912		9,508
Other	2,146		(376		)	1,803		615
Total	$	12,310	$	7,721		$	44,004	$	22,510

___________


(a)	Costs relate primarily to the conversion of the Number 3 newsprint machine at our DeRidder, Louisiana, mill to produce lightweight linerboard and corrugating medium, and our exit from the newsprint business in September 2014.


(b)	The three and nine months ended September 30, 2014, include Boise acquisition integration-related and other costs.


(c)	The nine months ended September 30, 2014, includes $17.6 million of costs 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.


(d)	The three and nine months ended September 30, 2013, include $3.1 million and $10.9 million, respectively, of non-cash pension curtailment charges related to pension plan changes in which certain hourly corrugated plant and containerboard mill employees will transition from a defined benefit pension plan to a defined contribution (401k) plan.


(e)	The three and nine months ended September 30, 2013, both include $1.5 million of acquisition-related costs, primarily for professional fees related to transaction-advisory services and expenses related to financing the acquisition of Boise.

Earnings Per Share (Tables)

9 Months Ended

Sep. 30, 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 September 30					Nine Months Ended September 30
	2014			2013		2014			2013
Numerator:
Net income	$	104,445		$	84,682	$	294,088		$	213,228
Less: distributed and undistributed earnings allocated to participating securities	(1,451		)	—		(4,381		)	—
Net income attributable to common shareholders	$	102,994		$	84,682	$	289,707		$	213,228
Denominator:
Weighted average basic common shares outstanding	97,165			96,758		96,954			96,536
Effect of dilutive securities	57			839		53			976
Diluted common shares outstanding	97,222			97,597		97,007			97,512
Basic income per common share	$	1.06		$	0.88	$	2.99		$	2.21
Diluted income per common share	$	1.06		$	0.87	$	2.99		$	2.19

Property, Plant, and Equipment (Tables)

9 Months Ended

Sep. 30, 2014

Property, Plant and Equipment [Abstract]

Property, Plant, and Equipment

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



	September 30, 2014			December 31, 2013
Land and land improvements	$	138,486		$	140,592
Buildings	645,173			628,948
Machinery and equipment	4,374,819			4,246,294
Construction in progress	253,150			168,808
Other	53,177			48,058
Property, plant, and equipment, at cost	5,464,805			5,232,700
Less accumulated depreciation	(2,646,672		)	(2,426,996		)
Property, plant, and equipment, net	$	2,818,133		$	2,805,704

Goodwill and Intangible Assets (Tables)

9 Months Ended

Sep. 30, 2014

Goodwill and Intangible Assets Disclosure [Abstract]

Changes in the Carrying Amount of Goodwill

Changes in the carrying amount of our goodwill were as follows (dollars in thousands):



	Goodwill
Balance at December 31, 2013	$	526,789
Acquisitions (a)	10,734
Adjustments related to purchase accounting (b)	4,388
Balance at September 30, 2014	$	541,911

___________


(a)	In April 2014, we acquired the assets of Crockett Packaging, a corrugated products manufacturer, for $21.2 million, before $0.9 million of working capital adjustments, and recorded $10.7 million of goodwill in our Packaging segment.


(b)	Adjustments relate primarily to the Boise acquisition, see Note 3, Acquisitions, for more information.

Components of Intangible Assets

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



	September 30, 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	14.5	$	311,461	$	31,759	15.4	$	306,361	$	16,509
Trademarks and trade names	13.6	21,770		2,455		14.7	21,370		794
Other	2.4	220		141		3.0	220		109
Total intangible assets (excluding goodwill)	14.4	$	333,451	$	34,355	15.4	$	327,951	$	17,412

Accrued Liabilities (Tables)

9 Months Ended

Sep. 30, 2014

Accrued Liabilities [Abstract]

Components of Accrued Liabilities

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



	September 30, 2014		December 31, 2013
Compensation and benefits	$	136,996	$	130,455
Franchise, property, sales and use taxes	27,942		20,232
Medical insurance and workers’ compensation	26,185		26,399
Customer volume discounts and rebates	12,695		11,436
Environmental liabilities and asset retirement obligations	6,829		7,812
Severance	2,052		8,172
Legal contingencies	1,283		1,000
Other	14,776		8,552
Total	$	228,758	$	214,058

Debt (Tables)

9 Months Ended

Sep. 30, 2014

Debt Disclosure [Abstract]

Summary of Debt

Our long-term debt and interest rates on that debt were as follows (dollars in thousands):



	September 30, 2014				December 31, 2013
	Amount		Interest Rate		Amount		Interest Rate
Revolving Credit Facility, due October 2018	$	—	—	%	$	—	—	%
Five-Year Term Loan, due October 2018	65,000		1.53		650,000		1.54
Seven-Year Term Loan, due October 2020	645,125		1.78		650,000		1.79
6.50% Senior Notes, net of discounts of $22 and $26 as of September 30, 2014 and December 31, 2013, respectively, due March 2018	149,978		6.50		149,974		6.50
3.90% Senior Notes, net of discounts of $275 and $302 as of September 30, 2014 and December 31, 2013, respectively, due June 2022	399,725		3.90		399,698		3.90
4.50% Senior Notes, net of discount of $1,714 and $1,827 as of September 30, 2014 and December 31, 2013, respectively, due November 2023	698,286		4.50		698,173		4.50
3.65% Senior Notes, net of discount of $1,130 as of September 30, 2014, due September 2024	398,870		3.65		—		—
Total	2,356,984		3.56		2,547,845		3.08
Less current portion	6,500		1.78		39,000		1.59
Total long-term debt	$	2,350,484	3.56	%	$	2,508,845	3.10	%

Tabular disclosure of long-debt instruments or arrangements, including identification, terms, features, collateral requirements and other information necessary to a fair presentation. These are debt arrangements that originally required repayment more than twelve months after issuance or greater than the normal operating cycle of the entity, if longer.

Reference 1: http://www.xbrl.org/2003/role/presentationRef
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-Name Accounting Standards Codification
-Topic 210
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02.22)
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Reference 2: http://www.xbrl.org/2003/role/presentationRef
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-Name Accounting Standards Codification
-Topic 505
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Reference 3: http://www.xbrl.org/2003/role/presentationRef
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-Name Accounting Standards Codification
-Topic 942
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Reference 4: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08.(e),(f))
-URI http://asc.fasb.org/extlink&oid=26873400&loc=d3e23780-122690

Reference 5: http://www.xbrl.org/2003/role/presentationRef
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-Name Accounting Standards Codification
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Reference 6: http://www.xbrl.org/2003/role/presentationRef
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Reference 7: http://www.xbrl.org/2003/role/presentationRef
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Reference 8: http://www.xbrl.org/2003/role/presentationRef
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Reference 9: http://www.xbrl.org/2003/role/presentationRef
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Reference 10: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
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Reference 11: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Regulation S-X (SX)
-Number 210
-Section 02
-Paragraph 22
-Article 5

Components of Net Periodic Benefit Costs

Employee Benefit Plans and Other Postretirement Benefits (Tables)

9 Months Ended

Sep. 30, 2014

Pension Plans

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



	Pension Plans
	Three Months Ended September 30						Nine Months Ended September 30
	2014			2013			2014			2013
Service cost	$	5,828		$	5,825		$	17,428		$	18,322
Interest cost	11,507			4,269			34,400			12,250
Expected return on plan assets	(12,657		)	(3,796		)	(38,008		)	(11,297		)
Net amortization of unrecognized amounts
Prior service cost	1,641			163			4,922			3,284
Actuarial loss	155			2,217			465			5,221
Curtailment loss (a)	—			3,132			—			10,908
Net periodic benefit cost	$	6,474		$	11,810		$	19,207		$	38,688

___________

(a)

Postretirement Plans

Components of Net Periodic Benefit Costs

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



	Postretirement Plans
	Three Months Ended September 30						Nine Months Ended September 30
	2014			2013			2014			2013
Service cost	$	392		$	515		$	1,177		$	1,545
Interest cost	311			311			933			934
Net amortization of unrecognized amounts
Prior service benefit	(57		)	(106		)	(170		)	(319		)
Actuarial loss	26			134			77			401
Net periodic benefit cost	$	672		$	854		$	2,017		$	2,561

Share-based Compensation (Tables)

9 Months Ended

Sep. 30, 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 nine months ended September 30, 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	229,489		70.24		56,889	71.19
Vested	(475,050	)	23.86		—	—
Forfeitures	(1,165	)	62.74		—	—
Outstanding at September 30, 2014	1,216,968		$	41.73	127,489	$	58.25

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 September 30						Nine Months Ended September 30
	2014			2013			2014			2013
Restricted stock	$	(3,453	)	$	(2,933	)	$	(10,501	)	$	(9,691	)
Performance units	(594		)	(249		)	(1,147		)	(265		)
Impact on income before income taxes	(4,047		)	(3,182		)	(11,648		)	(9,956		)
Income tax benefit	1,572			1,237			4,530			3,868
Impact on net income	$	(2,475	)	$	(1,945	)	$	(7,118	)	$	(6,088	)

Unrecognized Compensation For Restricted Stock and Performance Units

The unrecognized compensation expense for all share-based awards at September 30, 2014, was as follows (dollars in thousands):



	September 30, 2014
	Unrecognized Compensation Expense		Remaining Weighted Average Recognition Period (in years)
Restricted stock	$	30,543	2.7
Performance units	6,025		3.4
Total unrecognized share-based compensation expense	$	36,568	2.8

Stockholders' Equity (Tables)

9 Months Ended

Sep. 30, 2014

Equity [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	(1,656		)	—				—				—				(1,656		)
Amounts reclassified from AOCI, net of tax	—			2,584			(a)	15			(b)	3,137			(c)	5,736
Net current-period other comprehensive income (loss)	(1,656		)	2,584				15				3,137				4,080
Balance at September 30, 2014	$	(1,792	)	$	(25,607	)		$	(356	)		$	(33,189	)		$	(60,944	)

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 September 30						Nine Months Ended September 30						Affected Line Item in the Statement Where Net Income is Presented
Details about AOCI Components	2014			2013			2014			2013
Unrealized loss on treasury locks, net	$	(1,414	)	$	(1,414	)	$	(4,242	)	$	(4,242	)	See (a) below
	549			549			1,658			1,648			Tax benefit
	$	(865	)	$	(865	)	$	(2,584	)	$	(2,594	)	Net of tax

Unrealized loss on foreign exchange contracts	$	(9	)	$	(8	)	$	(25	)	$	(25	)	See (b) below
	4			3			10			10			Tax benefit
	$	(5	)	$	(5	)	$	(15	)	$	(15	)	Net of tax

Unfunded employee benefit obligations
Amortization of prior service costs	$	(1,584	)	$	(57	)	$	(4,752	)	$	(2,965	)	See (c) below
Amortization of actuarial losses	(181		)	(2,351		)	(542		)	(5,622		)	See (c) below
Curtailment loss	—			(3,132		)	—			(10,908		)	See (c) below
	(1,765		)	(5,540		)	(5,294		)	(19,495		)	Total before tax
	685			2,153			2,157			7,574			Tax benefit
	$	(1,080	)	$	(3,387	)	$	(3,137	)	$	(11,921	)	Net of tax

____________

(a)


(b)	This AOCI component is included 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)

9 Months Ended

Sep. 30, 2014

Segment Reporting [Abstract]

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



	Sales, net								Operating Income (Loss)
Three Months Ended September 30, 2014 (a)	Trade		Inter- segment			Total			Operating Income (Loss)
Packaging	$	1,174.2	$	1.5		$	1,175.7		$	164.7		(b)
Paper	312.5		—			312.5			43.0			(c)
Corporate and Other	32.2		37.0			69.2			(19.3		)	(d)
Intersegment eliminations	—		(38.5		)	(38.5		)	—
	$	1,518.9	$	—		$	1,518.9		188.4
Interest expense, net									(23.1		)	(e)
Income before taxes									$	165.3



	Sales, net						Operating Income (Loss)
Three Months Ended September 30, 2013	Trade		Inter- segment		Total		Operating Income (Loss)
Packaging	$	845.4	$	—	$	845.4	$	154.9		(f)
Corporate and Other	—		—		—		(12.1		)	(g)
	$	845.4	$	—	$	845.4	142.8
Interest expense, net							(11.9		)	(h)
Income before taxes							$	130.9



	Sales, net								Operating Income (Loss)
Nine Months Ended September 30, 2014 (a)	Trade		Inter- segment			Total			Operating Income (Loss)
Packaging	$	3,413.8	$	4.5		$	3,418.3		$	501.8		(b)
Paper	917.0		—			917.0			104.3			(c)
Corporate and Other	87.9		112.8			200.7			(76.6		)	(d)
Intersegment eliminations	—		(117.3		)	(117.3		)	—
	$	4,418.7	$	—		$	4,418.7		529.5
Interest expense, net									(65.3		)	(e)
Income before taxes									$	464.2



	Sales, net						Operating Income (Loss)
Nine Months Ended September 30, 2013	Trade		Inter- segment		Total		Operating Income (Loss)
Packaging	$	2,400.9	$	—	$	2,400.9	$	395.1		(f)
Corporate and Other	—		—		—		(36.1		)	(g)
	$	2,400.9	$	—	$	2,400.9	359.0
Interest expense, net							(30.4		)	(h)
Income before taxes							$	328.6

____________


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

(b)


(c)	Includes $0.4 million of income, net of expenses, for the nine months ended September 30, 2014, of integration related and other costs recorded in "Other expense, net".


(d)	Includes $2.0 million and $7.0 million, for the three and nine months ended September 30, 2014, of Boise acquisition integration-related and other costs recorded in "Other expense, net".


(e)	Includes $1.5 million of expense related to the write-off of deferred financing costs in connection with the debt refinancing discussed in Note 10, Debt.


(f)	Includes $3.1 million and $10.9 million, for the three and nine months ended September 30, 2013, respectively, of non-cash pension curtailment charges related to pension plan changes in which certain hourly corrugated plant and containerboard mill employees will transition from a defined benefit pension plan to a defined contribution (401k) plan.


(g)	Includes $1.5 million of Boise acquisition-related costs primarily for professional fees related to transaction-advisory services.


(h)	Includes $2.7 million of acquisition-related costs primarily related to financing the acquisition of Boise.

Nature of Operations and Basis of Presentation - Additional Information (Details)	9 Months Ended	10 Months Ended
	Sep. 30, 2014	Oct. 23, 2013
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Number of reportable segments	3	1

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

3 Months Ended

9 Months Ended

Sep. 30, 2014

Sep. 30, 2013

Sep. 30, 2014

Sep. 30, 2013

Dec. 31, 2013

Dec. 31, 2012

Consolidated Statements of Income and Comprehensive Income

$ (1,198,607)

$ (617,841)

$ (3,486,108)

$ (1,792,782)

320,333

227,599

932,545

608,095

188,378

^[1]

142,782

529,534

^[1]

358,979

165,267

^[1]

130,932

464,223

^[1]

328,646

(60,822)

(46,250)

(170,135)

(115,418)

104,445

84,682

294,088

213,228

$ 104,831

$ 93,902

$ 298,168

$ 241,176

$ 1.06

$ 0.88

$ 2.99

$ 2.21

$ 1.06

$ 0.87

$ 2.99

$ 2.19

Deferred income tax assets

$ 616,962

$ 594,291

32,280

47,616

Retained earnings

1,184,155

1,019,101

Deferred income tax provision

104,445

$ 84,682

294,088

$ 213,228

17,427

6,137

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

(22,520)

(4,628)

Consolidated Statements of Income and Comprehensive Income

822

6,503

822

6,503

822

6,503

822

6,503

(320)

(2,533)

502

3,970

$ 502

$ 3,970

$ 0.01

$ 0.04

$ 0.01

$ 0.04

Deferred income tax assets

71,768

(27,963)

Retained earnings

43,805

$ 38,800

Deferred income tax provision

$ 502

$ 3,970

2,533

Pro Forma Effect Had Inventory Change Not Been Made | Change in Accounting Method for Inventory Valuation

(6,503)

Consolidated Statements of Income and Comprehensive Income

1,700

1,500

(69,300)

As Previously Reported (under LIFO)

$ 1,700

$ 1,500

Consolidated Statements of Income and Comprehensive Income

^[2]

(618,663)

(1,799,285)

^[2]

226,777

601,592

^[2]

141,960

352,476

^[2]

130,110

322,143

^[2]

(45,930)

(112,885)

^[2]

84,180

209,258

^[2]

$ 93,400

$ 237,206

^[2]

$ 0.87

$ 2.17

^[2]

$ 0.86

$ 2.15

Deferred income tax assets

522,523

75,579

Retained earnings

$ 975,296

Deferred income tax provision

^[2]

$ 84,180

$ 209,258

3,604

$ 1,875

[1]	On October 25, 2013, we acquired Boise. The 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.

Change in Accounting Principle: Inventories Components of Inventories (Details) - USD ($) $ in Thousands	Sep. 30, 2014	Dec. 31, 2013
Inventory Disclosure [Abstract]
Raw materials	$ 239,673	$ 212,027
Work in process	12,739	13,898
Finished goods	195,538	209,972
Supplies and materials	169,012	158,394
Inventories	$ 616,962	$ 594,291

Acquisitions (Narrative) (Details) - USD ($)
$ in Thousands

9 Months Ended

12 Months Ended

Apr. 28, 2014

Sep. 30, 2014

Dec. 31, 2013

Oct. 25, 2013

$ 541,911

$ 526,789

^[1]

4,388

Boise Inc.

Business acquisition, cost of acquired entity

2,100,000

Outstanding stock and voting equity interests acquired

100.00%

4,300

Packaging

Packaging | Crockett Packaging

487,900

$ 472,900

Business acquisition, cost of acquired entity

$ 21,200

Working capital adjustments

(900)

Intangible assets acquired

10,700

$ 5,500

Acquired finite-lived intangible assets, weighted average useful life

10 years

[1]	Adjustments relate primarily to the Boise acquisition, see Note 3, Acquisitions, for more information.

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

9 Months Ended

Sep. 30, 2013

USD ($)

$ / shares

$ 4,256.0

^[1]

Net income per share - diluted | $ / shares

$ 248.0

^[1],[2]

$ 2.54

^[1],[2]

Major Maintenance

Acquisition-Related Costs

$ 12.5

Pre-tax income from operations

7.5

Restructuring Charges

Pre-tax income from operations

16.2

Incremental Depreciation

Pre-tax income from operations

$ 15.2

[1]

[2]

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

3 Months Ended

9 Months Ended

Sep. 30, 2014

Sep. 30, 2013

Sep. 30, 2014

Sep. 30, 2013

Other Expense, Net [Line Items]

DeRidder restructuring

$ 4,270

^[1]

$ 0

$ 5,690

^[1]

$ 0

3,040

^[2]

11,999

^[2]

Pension curtailment charges

17,600

^[3]

3,132

^[4]

10,908

^[4]

Acquisition-related costs

1,479

^[5]

1,479

^[5]

Asset disposals and write-offs

2,854

3,486

6,912

9,508

Other

2,146

(376)

1,803

615

Total

$ 12,310

$ 7,721

44,004

$ 22,510

Corporate and Other

Other Expense, Net [Line Items]

^[3]

$ 17,600

[1]	Costs relate primarily to the conversion of the Number 3 newsprint machine at our DeRidder, Louisiana, mill to produce lightweight linerboard and corrugating medium, and our exit from the newsprint business in September 2014.
[2]	The three and nine months ended September 30, 2014, include Boise acquisition integration-related and other costs.
[3]	The nine months ended September 30, 2014, includes $17.6 million of costs 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.
[4]	The three and nine months ended September 30, 2013, include $3.1 million and $10.9 million, respectively, of non-cash pension curtailment charges related to pension plan changes in which certain hourly corrugated plant and containerboard mill employees will transition from a defined benefit pension plan to a defined contribution (401k) plan.
[5]	The three and nine months ended September 30, 2013, both include $1.5 million of acquisition-related costs, primarily for professional fees related to transaction-advisory services and expenses related to financing the acquisition of Boise.

Earnings Per Share Computation of Basic and Diluted Income Per Common Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014	Sep. 30, 2013
Earnings Per Share [Abstract]
Net income	$ 104,445	$ 84,682	$ 294,088	$ 213,228
Less: distributed and undistributed earnings allocated to participating securities	(1,451)	0	(4,381)	0
Net income attributable to common shareholders	$ 102,994	$ 84,682	$ 289,707	$ 213,228
Weighted average basic common shares outstanding	97,165	96,758	96,954	96,536
Effect of dilutive securities	57	839	53	976
Diluted common shares outstanding	97,222	97,597	97,007	97,512
Basic income per common share (in dollars per share)	$ 1.06	$ 0.88	$ 2.99	$ 2.21
Diluted income per common share (in dollars per share)	$ 1.06	$ 0.87	$ 2.99	$ 2.19

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.

Income Taxes (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
Income Taxes (Details) - USD ($) $ in Thousands	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014	Sep. 30, 2013
Income Tax Disclosure [Abstract]
Income tax provision	$ 60,822	$ 46,250	$ 170,135	$ 115,418
Effective income tax rate, percent	36.80%	35.30%	36.60%	35.10%
Effective income tax rate, at federal statutory income tax rate, percent	35.00%	35.00%	35.00%	35.00%
Cash paid for taxes, net of refunds received			$ 110,800	$ 45,700

Property, Plant, and Equipment (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014	Sep. 30, 2013	Dec. 31, 2013
Property, Plant, and Equipment [Line Items]
Property, plant, and equipment, at cost	$ 5,464,805		$ 5,464,805		$ 5,232,700
Less accumulated depreciation	(2,646,672)		(2,646,672)		(2,426,996)
Property, plant, and equipment, net	2,818,133		2,818,133		2,805,704
Depreciation [Abstract]
Depreciation expense	95,100	$ 42,400	264,100	$ 125,200
Incremental depreciation	18,200		35,400
Purchases of property, plant, and equipment included in accounts payable			49,600
Land and Land Improvements
Property, Plant, and Equipment [Line Items]
Property, plant, and equipment, at cost	138,486		138,486		140,592
Buildings
Property, Plant, and Equipment [Line Items]
Property, plant, and equipment, at cost	645,173		645,173		628,948
Machinery and Equipment
Property, Plant, and Equipment [Line Items]
Property, plant, and equipment, at cost	4,374,819		4,374,819		4,246,294
Construction in Progress
Property, Plant, and Equipment [Line Items]
Property, plant, and equipment, at cost	253,150		253,150		168,808
Other
Property, Plant, and Equipment [Line Items]
Property, plant, and equipment, at cost	$ 53,177		$ 53,177		$ 48,058

Goodwill and Intangible Assets Goodwill (Details) - USD ($)
$ in Thousands

9 Months Ended

Apr. 28, 2014

Sep. 30, 2014

$ 526,789

526,789

Acquisitions

^[1]

10,734

^[2]

4,388

541,911

Packaging

472,900

472,900

487,900

Paper

53,900

53,900

Crockett Packaging | Packaging

54,000

Business acquisition, cost of acquired entity

10,700

$ 21,200

Working capital adjustments

(900)

Repayments of Long-term Debt

$ 10,700

[1]	In April 2014, we acquired the assets of Crockett Packaging, a corrugated products manufacturer, for $21.2 million, before $0.9 million of working capital adjustments, and recorded $10.7 million of goodwill in our Packaging segment.
[2]	Adjustments relate primarily to the Boise acquisition, see Note 3, Acquisitions, for more information.

Goodwill and Intangible Assets Intangible Assets (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014	Sep. 30, 2013	Dec. 31, 2013
Finite-Lived Intangible Assets [Line Items]
Weighted Average Remaining Useful Life (in Years)			14 years 5 months 1 day		15 years 4 months 10 days
Gross Carrying Amount	$ 333,451		$ 333,451		$ 327,951
Accumulated Amortization	34,355		34,355		$ 17,412
Intangible assets amortization expense	5,700	$ 800	$ 16,900	$ 2,500
Customer Relationships
Finite-Lived Intangible Assets [Line Items]
Weighted Average Remaining Useful Life (in Years)			14 years 5 months 23 days		15 years 4 months 28 days
Gross Carrying Amount	311,461		$ 311,461		$ 306,361
Accumulated Amortization	31,759		$ 31,759		$ 16,509
Trademarks and Trade Names
Finite-Lived Intangible Assets [Line Items]
Weighted Average Remaining Useful Life (in Years)			13 years 7 months 13 days		14 years 8 months 16 days
Gross Carrying Amount	21,770		$ 21,770		$ 21,370
Accumulated Amortization	2,455		$ 2,455		$ 794
Other Intangible Assets
Finite-Lived Intangible Assets [Line Items]
Weighted Average Remaining Useful Life (in Years)			2 years 4 months 24 days		3 years
Gross Carrying Amount	220		$ 220		$ 220
Accumulated Amortization	$ 141		$ 141		$ 109

Accrued Liabilities (Details) - USD ($) $ in Thousands	Sep. 30, 2014	Dec. 31, 2013
Accrued Liabilities [Abstract]
Compensation and benefits	$ 136,996	$ 130,455
Franchise, property, sales and use taxes	27,942	20,232
Medical insurance and workers’ compensation	26,185	26,399
Customer volume discounts and rebates	12,695	11,436
Environmental liabilities and asset retirement obligations	6,829	7,812
Severance	2,052	8,172
Legal contingencies	1,283	1,000
Other	14,776	8,552
Total	$ 228,758	$ 214,058

Debt Summary of Debt (Details) - USD ($) $ in Thousands	9 Months Ended
Debt Summary of Debt (Details) - USD ($) $ in Thousands	Sep. 30, 2014	Sep. 05, 2014	Dec. 31, 2013
Debt Instrument [Line Items]
Long-term debt	$ 2,356,984		$ 2,547,845
Less current portion	6,500		39,000
Long-term debt	$ 2,350,484		$ 2,508,845
Weighted-average interest rate	3.56%		3.08%
Line of Credit
Debt Instrument [Line Items]
Long-term debt	$ 0		$ 0
Stated interest rate	0.00%		0.00%
Credit facility, expiration date	Oct. 18, 2018
Five-Year Term Loan, due October 2018 \| Unsecured Debt
Debt Instrument [Line Items]
Long-term debt	$ 65,000		$ 650,000
Stated interest rate	1.53%		1.54%
Debt instrument, maturity date	Oct. 18, 2018
Seven-Year Term Loan, due October 2020 \| Unsecured Debt
Debt Instrument [Line Items]
Long-term debt	$ 645,125		$ 650,000
Stated interest rate	1.78%		1.79%
Debt instrument, maturity date	Oct. 18, 2020
6.50% Senior Notes, due March 2018 \| Senior Notes
Debt Instrument [Line Items]
Long-term debt	$ 149,978		$ 149,974
Stated interest rate	6.50%		6.50%
Debt instrument, maturity date	Mar. 15, 2018
Senior notes, discount	$ 22		$ 26
3.90% Senior Notes, due June 2022 \| Senior Notes
Debt Instrument [Line Items]
Long-term debt	$ 399,725		$ 399,698
Stated interest rate	3.90%		3.90%
Debt instrument, maturity date	Jun. 15, 2022
Senior notes, discount	$ 275		$ 302
4.50% Senior Notes, due November 2023 \| Senior Notes
Debt Instrument [Line Items]
Long-term debt	$ 698,286		$ 698,173
Stated interest rate	4.50%		4.50%
Debt instrument, maturity date	Nov. 01, 2023
Senior notes, discount	$ 1,714		$ 1,827
3.65% Senior Notes, due September 2024 \| Senior Notes
Debt Instrument [Line Items]
Long-term debt	$ 398,870		$ 0
Stated interest rate	3.65%	3.65%	0.00%
Debt instrument, maturity date	Sep. 15, 2024
Senior notes, discount	$ 1,130
Current Portion of Long-term Debt
Debt Instrument [Line Items]
Stated interest rate	1.78%		1.59%
Long-term Debt, Excluding Current Portion
Debt Instrument [Line Items]
Weighted-average interest rate	3.56%		3.10%

Debt Additional Information (Details) - USD ($)
$ in Thousands

3 Months Ended

9 Months Ended

Sep. 30, 2014

Sep. 30, 2013

Sep. 30, 2014

Sep. 30, 2013

Sep. 05, 2014

Dec. 31, 2013

Debt Instrument [Line Items]

$ 589,900

Financing costs paid

3,209

$ 8,220

Cash payments paid for interest

50,000

21,000

Repayments of Long-term Debt [Abstract]

Remainder of 2014

$ 1,600

1,600

6,500

6,500

6,500

221,500

6,500

2,100,000

Amortization of net (loss) gain on treasury lock

1,400

$ 1,400

4,200

Amortization of financing costs

2,000

2,900

3,300

Write-off of deferred financing costs

(23,111)

^[1],[2]

$ (11,850)

^[3]

(65,311)

^[1],[2]

$ (30,333)

^[3]

Book value of fixed rate debt

1,646,900

Book value of variable rate debt

710,100

Long-term debt (fixed-rate debt), fair value

$ 1,713,100

Senior Notes | 3.65% Senior Notes, due September 2024

Debt Instrument [Line Items]

Debt, face amount

$ 400,000

Stated interest rate

3.65%

0.00%

Write-Off of Deferred Financing Costs

Repayments of Long-term Debt [Abstract]

Write-off of deferred financing costs

$ 1,500

[1]	Includes $1.5 million of expense related to the write-off of deferred financing costs in connection with the debt refinancing discussed in Note 10, Debt.
[2]	On October 25, 2013, we acquired Boise. The 2014 results include Boise for the full period.
[3]	Includes $2.7 million of acquisition-related costs primarily related to financing the acquisition of Boise.

Employee Benefit Plans and Other Postretirement Benefits (Details) - USD ($)
$ in Thousands

3 Months Ended

9 Months Ended

Sep. 30, 2014

Sep. 30, 2013

Sep. 30, 2014

Sep. 30, 2013

Defined Benefit Plan Disclosure [Line Items]

Net amortization of unrecognized amounts, Curtailment loss

$ 0

$ 3,132

^[1]

$ 0

$ 10,908

^[1]

Pension Plans

Defined Benefit Plan Disclosure [Line Items]

Service cost

5,828

5,825

17,428

18,322

Interest cost

11,507

4,269

34,400

12,250

Expected return on plan assets

(12,657)

(3,796)

(38,008)

(11,297)

Net amortization of unrecognized amounts, Prior service cost

1,641

163

4,922

3,284

Net amortization of unrecognized amounts, Actuarial loss

155

2,217

465

5,221

Net amortization of unrecognized amounts, Curtailment loss

3,132

^[2]

10,908

^[2]

Net periodic benefit cost

6,474

11,810

19,207

38,688

Decrease in the benefit obligation

(21,900)

Decrease in accumulated other comprehensive income (loss)

13,400

Deferred taxes

8,500

Pension Contributions [Abstract]

Contributions to pension plans in 2014

400

Postretirement Plans

Defined Benefit Plan Disclosure [Line Items]

Service cost

392

515

1,177

1,545

Interest cost

311

933

934

Net amortization of unrecognized amounts, Prior service cost

(57)

(106)

(170)

(319)

Net amortization of unrecognized amounts, Actuarial loss

134

401

Net periodic benefit cost

$ 672

$ 854

$ 2,017

$ 2,561

[1]

The three and nine months ended September 30, 2013, include $3.1 million and $10.9 million, respectively, of non-cash pension curtailment charges related to pension plan changes in which certain hourly corrugated plant and containerboard mill employees will transition from a defined benefit pension plan to a defined contribution (401k) plan.

[2]

Share-based Compensation - Additional Information (Details) shares in Millions	9 Months Ended
	Sep. 30, 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	1.9

Share-based Compensation Summary of Restricted Stock and Performance Unit Award Activity (Details) shares in Thousands	9 Months Ended
	Sep. 30, 2014 $ / shares shares
Restricted Stock
Restricted stock and performance unit award activity (shares) [Roll Forward]
Outstanding at December 31, 2013 \| shares	1,463,694
Granted \| shares	229,489
Vested \| shares	(475,050)
Forfeitures \| shares	(1,165)
Outstanding at September 30, 2014 \| shares	1,216,968
Restricted stock and performance unit award activity (weighted average grant-date fair value) [Abstract]
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	70.24
Weighted average grant-date fair value of shares vested \| $ / shares	23.86
Weighted average grant-date fair value of shares forfeitures \| $ / shares	62.74
Weighted average grant-date fair value of outstanding shares at June 30, 2014 \| $ / shares	$ 41.73
Performance Units
Restricted stock and performance unit award activity (shares) [Roll Forward]
Outstanding at December 31, 2013 \| shares	70,600
Granted \| shares	56,889
Vested \| shares	0
Forfeitures \| shares	0
Outstanding at September 30, 2014 \| shares	127,489
Restricted stock and performance unit award activity (weighted average grant-date fair value) [Abstract]
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	71.19
Weighted average grant-date fair value of shares vested \| $ / shares	0.00
Weighted average grant-date fair value of shares forfeitures \| $ / shares	0.00
Weighted average grant-date fair value of outstanding shares at June 30, 2014 \| $ / shares	$ 58.25

Share-based Compensation Compensation Expense for Restricted Stock and Performance Units (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014	Sep. 30, 2013
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Impact on income before income taxes	$ (4,047)	$ (3,182)	$ (11,648)	$ (9,956)
Income tax benefit	1,572	1,237	4,530	3,868
Impact on net income	(2,475)	(1,945)	(7,118)	(6,088)
Restricted Stock
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Impact on income before income taxes	(3,453)	(2,933)	(10,501)	(9,691)
Performance Units
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Impact on income before income taxes	$ (594)	$ (249)	$ (1,147)	$ (265)

Share-based Compensation Unrecognized Compensation Expense for Share-Based Awards (Details) $ in Thousands	9 Months Ended
	Sep. 30, 2014 USD ($)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized compensation expense	$ 36,568
Remaining weighted-average recognition period	2 years 9 months 23 days
Restricted Stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized compensation expense	$ 30,543
Remaining weighted-average recognition period	2 years 8 months 25 days
Performance Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized compensation expense	$ 6,025
Remaining weighted-average recognition period	3 years 4 months 13 days

Stockholders' Equity (Details) - USD ($) $ / shares in Units, $ in Thousands		3 Months Ended			9 Months Ended
	Aug. 28, 2014	Dec. 31, 2014	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014	Sep. 30, 2013
Common stock dividends paid					$ 118,004	$ 69,883
Dividends declared per common share	$ 0.40		$ 0.40	$ 0.40	$ 1.20	$ 1.11
Dividends payable, date of record	Sep. 15, 2014
Subsequent Event
Common stock dividends paid		$ 39,400
Dividends payable date		Oct. 15, 2014

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

3 Months Ended

9 Months Ended

12 Months Ended

Sep. 30, 2014

Sep. 30, 2013

Sep. 30, 2014

Sep. 30, 2013

Dec. 31, 2014

Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward]

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

$ (65,024)

(1,656)

5,736

$ 386

$ 9,220

4,080

$ 27,948

Foreign Currency Translation Adjustments

(60,944)

Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward]

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

(136)

(1,656)

(1,656)

Unfunded Employee Benefit Obligations

(1,792)

Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward]

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

(36,326)

^[1]

3,137

3,137

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

(33,189)

Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward]

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

(28,191)

^[2]

2,584

2,584

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

(25,607)

Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward]

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

(371)

^[3]

Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward]

$ (356)

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 updated 2013 Financial Statements.
[3]	This AOCI component is included in cost of sales.

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

3 Months Ended

9 Months Ended

Sep. 30, 2014

Sep. 30, 2013

Sep. 30, 2014

Sep. 30, 2013

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

$ (23,111)

^[1],[2]

$ (11,850)

^[3]

$ (65,311)

^[1],[2]

$ (30,333)

^[3]

(1,198,607)

(617,841)

(3,486,108)

(1,792,782)

165,267

^[2]

130,932

464,223

^[2]

328,646

(60,822)

(46,250)

(170,135)

(115,418)

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

104,445

84,682

294,088

213,228

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

Amortization of prior service costs

^[4]

(1,584)

(57)

(4,752)

(2,965)

Amortization of actuarial losses

^[4]

(181)

(2,351)

(542)

(5,622)

^[4]

(3,132)

(10,908)

(1,765)

(5,540)

(5,294)

(19,495)

685

2,153

2,157

7,574

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

(1,080)

(3,387)

(3,137)

(11,921)

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

^[5]

(1,414)

(4,242)

549

1,658

1,648

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

(865)

(2,584)

(2,594)

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

^[6]

(9)

(8)

(25)

$ (5)

$ (15)

[1]	Includes $1.5 million of expense related to the write-off of deferred financing costs in connection with the debt refinancing discussed in Note 10, Debt.
[2]	On October 25, 2013, we acquired Boise. The 2014 results include Boise for the full period.
[3]	Includes $2.7 million of acquisition-related costs primarily related to financing the acquisition of Boise.
[4]	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.
[5]	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 updated 2013 Financial Statements.
[6]	This AOCI component is included in cost of sales.

Concentrations of Risk (Details) - USD ($) $ in Thousands	2 Months Ended	3 Months Ended	9 Months Ended
Concentrations of Risk (Details) - USD ($) $ in Thousands	Dec. 31, 2013	Sep. 30, 2014	Sep. 30, 2014
Concentration Risk [Line Items]
Accounts receivable, net, current	$ 643,083	$ 717,947	$ 717,947
Number of employees of PCA		14,000	14,000
Percentage of hourly employees represented by unions		75.00%	75.00%
Workforce Subject to Collective Bargaining Arrangements
Concentration Risk [Line Items]
Concentration risk, percentage			50.00%
Workforce Subject to Collective Bargaining Arrangements Expiring within One Year
Concentration Risk [Line Items]
Concentration risk, percentage			22.00%
Office Depot (including OfficeMax) \| Credit Concentration Risk
Concentration Risk [Line Items]
Accounts receivable, net, current	$ 39,200	$ 64,600	$ 64,600
Office Depot (including OfficeMax) \| Total Company Sales Revenue \| Customer Concentration Risk
Concentration Risk [Line Items]
Concentration risk, percentage		9.00%	9.00%
Office Depot (including OfficeMax) \| Total Company Receivables \| Customer Concentration Risk
Concentration Risk [Line Items]
Concentration risk, percentage	6.00%		9.00%
Paper \| Office Depot (including OfficeMax) \| Paper Segment Sales Revenue \| Customer Concentration Risk
Concentration Risk [Line Items]
Concentration risk, percentage			44.00%

Transactions With Related Parties (Details) - USD ($) $ in Millions	3 Months Ended	9 Months Ended
	Sep. 30, 2014	Sep. 30, 2014	Dec. 31, 2013
Related Party Transaction [Line Items]
Variable interest entity, ownership percentage		50.00%
Carrying amount of LTP's assets	$ 6.4	$ 6.4	$ 5.0
Carrying amount of LTP's liabilities	6.4	$ 6.4	$ 5.0
Boise Cascade Co-Owner of LTP
Related Party Transaction [Line Items]
Variable interest entity, ownership percentage		50.00%
Boise Cascade Co-Owner of LTP \| Fiber
Related Party Transaction [Line Items]
Revenue from related parties	21.9	$ 56.9
Fiber costs from related parties	$ 7.0	$ 21.3

Segment Information (Details)
$ in Thousands

3 Months Ended

9 Months Ended

10 Months Ended

Sep. 30, 2014

USD ($)

Sep. 30, 2013

USD ($)

Sep. 30, 2014

USD ($)

Sep. 30, 2013

USD ($)

Oct. 23, 2013

Number of reportable segments

$ 1,518,900

^[1]

$ 845,400

$ 4,418,700

^[1]

$ 2,400,900

1,518,940

845,440

4,418,653

2,400,877

188,378

^[1]

142,782

529,534

^[1]

358,979

(23,111)

^[1],[2]

(11,850)

^[3]

(65,311)

^[1],[2]

(30,333)

^[3]

165,267

^[1]

130,932

464,223

^[1]

328,646

DeRidder restructuring

4,270

^[4]

5,690

^[4]

3,040

^[5]

11,999

^[5]

17,600

^[6]

Acquisition-related costs

3,132

^[7]

10,908

^[7]

1,479

^[8]

1,479

^[8]

Packaging

1,174,200

^[1]

845,400

3,413,800

^[1]

2,400,900

164,700

^[1],[9]

154,900

^[10]

501,800

^[1],[9]

395,100

^[10]

DeRidder restructuring

26,000

47,800

Paper

^[1]

312,500

917,000

^[1],[11]

43,000

104,300

Corporate and Other

32,200

^[1]

87,900

^[1]

(19,300)

^[1],[12]

(12,100)

^[13]

(76,600)

^[1],[12]

(36,100)

^[13]

Intersegment Eliminations

^[6]

17,600

Intersegment Eliminations | Packaging

^[1]

Intersegment Eliminations | Paper

1,500

^[1]

4,500

^[1]

Intersegment Eliminations | Corporate and Other

^[1]

Intersegment Eliminations | Intersegment Eliminations

37,000

^[1]

112,800

^[1]

^[1]

(38,500)

(117,300)

Operating Segments

Operating Segments | Packaging

1,518,900

^[1]

845,400

4,418,700

^[1]

2,400,900

Operating Segments | Paper

1,175,700

^[1]

845,400

3,418,300

^[1]

2,400,900

Operating Segments | Corporate and Other

^[1]

312,500

917,000

Operating Segments | Intersegment Eliminations

69,200

^[1]

200,700

^[1]

Other Expense, Net | Paper

^[1]

(38,500)

(117,300)

Boise Inc. | Corporate and Other

(400)

Acquisition-related costs

1,500

Boise Inc. | Other Expense, Net | Packaging

Boise Inc. | Other Expense, Net | Corporate and Other

1,000

5,400

2,000

7,000

Pension Plans

Pension Plans | Packaging

3,132

^[14]

10,908

^[14]

Write-Off of Deferred Financing Costs

3,100

10,900

$ 1,500

Commitments and Contingencies Disclosure [Abstract]

$ 2,700

[1]	On October 25, 2013, we acquired Boise. The 2014 results include Boise for the full period.
[2]	Includes $1.5 million of expense related to the write-off of deferred financing costs in connection with the debt refinancing discussed in Note 10, Debt.
[3]	Includes $2.7 million of acquisition-related costs primarily related to financing the acquisition of Boise.
[4]	Costs relate primarily to the conversion of the Number 3 newsprint machine at our DeRidder, Louisiana, mill to produce lightweight linerboard and corrugating medium, and our exit from the newsprint business in September 2014.
[5]	The three and nine months ended September 30, 2014, include Boise acquisition integration-related and other costs.
[6]	The nine months ended September 30, 2014, includes $17.6 million of costs 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.
[7]	The three and nine months ended September 30, 2013, include $3.1 million and $10.9 million, respectively, of non-cash pension curtailment charges related to pension plan changes in which certain hourly corrugated plant and containerboard mill employees will transition from a defined benefit pension plan to a defined contribution (401k) plan.
[8]	The three and nine months ended September 30, 2013, both include $1.5 million of acquisition-related costs, primarily for professional fees related to transaction-advisory services and expenses related to financing the acquisition of Boise.
[9]	Includes costs related primarily to the conversion of the Number 3 newsprint machine at our DeRidder, Louisiana, mill to produce lightweight linerboard and corrugating medium, and our exit from the newsprint business in September 2014. The three and nine months ended September 30, 2014, include $26.0 million and $47.8 million, respectively, of restructuring charges, primarily accelerated depreciation. The three and nine months ended September 30, 2014, includes $1.0 million and $5.4 million of Boise acquisition integration-related and other costs recorded in "Other expense, net".
[10]	Includes $3.1 million and $10.9 million, for the three and nine months ended September 30, 2013, respectively, of non-cash pension curtailment charges related to pension plan changes in which certain hourly corrugated plant and containerboard mill employees will transition from a defined benefit pension plan to a defined contribution (401k) plan.
[11]	Includes $0.4 million of income, net of expenses, for the nine months ended September 30, 2014, of integration related and other costs recorded in "Other expense, net".
[12]	Includes $2.0 million and $7.0 million, for the three and nine months ended September 30, 2014, of Boise acquisition integration-related and other costs recorded in "Other expense, net".The nine months ended September 30, 2014, includes $17.6 million of costs 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. These costs are recorded in "Other expense, net".
[13]	Includes $1.5 million of Boise acquisition-related costs primarily for professional fees related to transaction-advisory services.
[14]	In June 2013, the United Steelworkers (“USW”) ratified a master labor agreement with PCA under which we froze certain USW-represented corrugated plant employees pension accruals under PCA’s hourly pension plan. Additionally, in September 2013, the USW ratified a master labor agreement with PCA under which we froze certain USW-represented containerboard mill employees pension accruals under PCA’s hourly pension plan. Following the pension freezes, affected USW-represented employees will transition to a defined contribution 401k plan. We recorded a $3.1 million and $10.9 million pre-tax pension curtailment charge related to the unrecognized prior service costs of employees impacted by the pension freezes during the three and nine months ended September 30, 2013, respectively. We also remeasured the hourly pension plan benefit obligation using current fair values of plan assets and current assumptions, resulting in a decrease in the benefit obligation of $21.9 million with a corresponding decrease in accumulated other comprehensive income (loss) of $13.4 million and deferred taxes of $8.5 million.

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

2 Months Ended

3 Months Ended

9 Months Ended

Oct. 31, 2010

Sep. 30, 2014

USD ($)

Sep. 30, 2013

USD ($)

Sep. 30, 2014

USD ($)

^[1]

Sep. 30, 2013

USD ($)

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