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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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For the fiscal year ended December 31, 2013
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Commission file number 1-15399
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Delaware
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36-4277050
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(State or Other Jurisdiction of
Incorporation or Organization)
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(I.R.S. Employer Identification No.)
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1955 West Field Court, Lake Forest, Illinois
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60045
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(Address of Prinicpal Executive Offices)
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(Zip Code)
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Title of Each Class
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Name of Each Exchange On Which Registered
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Common Stock, $0.01 par value
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New York Stock Exchange
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PART I
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Item 1.
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Item 1A.
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Item 1B.
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Item 2.
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Item 3.
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Item 4.
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PART II
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Item 5.
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Item 6.
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Item 7.
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Item 7A.
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Item 8.
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Item 9.
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Item 9A.
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Item 9B.
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PART III
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Item 10.
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Item 11.
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Item 12.
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Item 13.
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Item 14.
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PART IV
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Item 15.
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Item 1.
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BUSINESS
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First Quarter
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Second Quarter
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Third Quarter
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Fourth Quarter (a)
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Full Year
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Containerboard Production
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PCA
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2013
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646
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629
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671
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803
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2,749
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(thousand tons)
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2012
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640
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638
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670
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652
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2,600
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Boise
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2013
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171
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188
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196
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50
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605
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2012
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186
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180
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189
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193
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748
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Corrugated Shipments (BSF)
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PCA
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2013
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8.8
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9.4
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9.3
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10.9
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38.4
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2012
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8.5
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8.8
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8.6
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8.8
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34.7
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Boise
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2013
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2.4
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2.5
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2.4
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0.7
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8.0
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2012
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2.3
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2.4
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2.5
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2.4
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9.6
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Newsprint Production
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PCA
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2013
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—
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—
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—
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44
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44
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(thousand tons)
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Boise
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2013
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53
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58
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60
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15
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186
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2012
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55
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58
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60
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60
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233
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White Paper (UFS) Production
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PCA
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2013
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—
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—
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—
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208
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208
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(thousand tons)
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Boise
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2013
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303
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301
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323
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76
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1,003
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2012
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320
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313
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323
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293
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1,249
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Market Pulp Production
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PCA
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2013
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—
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—
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—
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20
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20
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(thousand tons)
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Boise
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2013
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24
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24
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29
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5
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82
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2012
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39
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30
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26
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25
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120
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(a)
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Production and shipments activity prior to the acquisition of Boise on
October 25, 2013
, is included in the "Boise" fourth quarter production and shipments. Activity subsequent to the acquisition of Boise is included in the "PCA" fourth quarter production and shipments.
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Food, beverages, and agricultural products
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42
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%
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Paper products
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21
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%
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General, retail, and wholesale trade
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18
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%
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Petroleum, plastic, synthetic, and rubber products
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8
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%
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Miscellaneous manufacturing
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6
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%
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Appliances, vehicles, and metal products
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3
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%
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Textile mill products and apparel
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2
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%
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Item 1A.
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RISK FACTORS
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•
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Unscheduled maintenance outages.
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•
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Prolonged power failures.
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•
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Equipment failure.
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•
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Explosion of a boiler.
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Disruption in the supply of raw materials, such as wood fiber, energy, or chemicals.
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A chemical spill or release.
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Closure related to environmental concerns.
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Labor difficulties.
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Disruptions in the transportation infrastructure, including roads, bridges, railroad tracks, and tunnels.
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Fires, floods, earthquakes, hurricanes, or other catastrophes.
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•
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Terrorism or threats of terrorism.
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•
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Other operational problems.
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•
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Result in additional cash requirements to make interest and maturity payments on our outstanding indebtedness;
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•
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Increase our vulnerability to adverse changes in our business or industry conditions;
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•
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Limit our ability to obtain additional financing for working capital, capital expenditures, general corporate and other purposes;
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•
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Limit our flexibility in planning for, or reacting to, changes in our business and our industry; and
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•
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Limit our flexibility to make acquisitions.
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Item 1B.
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UNRESOLVED STAFF COMMENTS
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Item 2.
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PROPERTIES
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Item 3.
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LEGAL PROCEEDINGS
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Item 4.
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MINE SAFETY DISCLOSURE
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Item 5.
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MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES
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2013
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2012
|
||||||||||||||||||||
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Sales Price
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Dividends Declared
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Sales Price
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Dividends Declared
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Quarter Ended
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High
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Low
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High
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Low
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||||||||||||||
March 31
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$
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44.93
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$
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37.86
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$
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0.31
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$
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30.62
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$
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24.82
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$
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0.25
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June 30
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50.78
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42.36
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0.40
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29.80
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25.77
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0.25
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||||||
September 30
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61.32
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48.45
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0.40
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36.68
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27.59
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0.25
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||||||
December 31
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64.39
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55.66
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0.40
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38.67
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33.89
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0.25
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Issuer Purchases of Equity Securities
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Period
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Total
Number of Shares Purchased (a) |
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Average Price Paid Per Share
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Total Number
of Shares Purchased as Part of Publicly Announced Plans or Programs |
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Approximate
Dollar Value of Shares That May Yet Be Purchased Under the Plans or Programs |
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October 1-31, 2013
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—
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$
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—
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—
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$
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98,086
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November 1-30, 2013
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—
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—
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—
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98,086
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December 1-31, 2013
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1,297
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62.61
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—
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98,086
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Total
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1,297
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$
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62.61
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(a)
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—
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$
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98,086
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(a)
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1,297 shares were withheld from employees to cover income and payroll taxes on equity awards that vested during the period.
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Cumulative Total Return
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||||||||||||||||||||||
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December 31
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||||||||||||||||||||||
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2008
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2009
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2010
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2011
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2012
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2013
|
||||||||||||
Packaging Corporation of America
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$
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100.00
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$
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177.39
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$
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204.19
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$
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205.56
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$
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323.44
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$
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547.88
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S&P 500
|
100.00
|
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126.46
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145.51
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148.59
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172.37
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228.19
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||||||
S&P Midcap 400
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100.00
|
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137.38
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173.98
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170.96
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201.53
|
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269.04
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||||||
Old Peer Group
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100.00
|
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|
218.00
|
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227.06
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253.93
|
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343.57
|
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|
453.68
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||||||
New Peer Group
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$
|
100.00
|
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$
|
220.05
|
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$
|
232.81
|
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$
|
259.36
|
|
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$
|
353.05
|
|
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$
|
484.88
|
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Item 6.
|
SELECTED FINANCIAL DATA
|
|
Year Ended December 31
|
||||||||||||||||||
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2013 (a)
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|
2012
|
|
2011
|
|
2010
|
|
2009
|
||||||||||
Statement of Income Data:
|
|
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|
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|
||||||||||
Net Sales
|
$
|
3,665,308
|
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$
|
2,843,877
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$
|
2,620,111
|
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$
|
2,435,606
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$
|
2,147,589
|
|
Net Income
|
436,283
|
|
|
163,820
|
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|
158,027
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|
205,435
|
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|
265,895
|
|
|||||
Net income per common share:
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|
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||||||||||
— basic
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4.52
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|
|
1.70
|
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|
1.59
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|
|
2.02
|
|
|
2.62
|
|
|||||
— diluted
|
4.47
|
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|
1.68
|
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|
1.57
|
|
|
2.00
|
|
|
2.60
|
|
|||||
Weighted average common shares outstanding:
|
|
|
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|
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|
||||||||||
— basic
|
96,579
|
|
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96,384
|
|
|
99,281
|
|
|
101,678
|
|
|
101,577
|
|
|||||
— diluted
|
97,547
|
|
|
97,497
|
|
|
100,376
|
|
|
102,608
|
|
|
102,358
|
|
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Earnings, before interest, taxes, depreciation, and amortization (EBITDA) (b)
|
$
|
675,400
|
|
|
$
|
614,201
|
|
|
$
|
436,383
|
|
|
$
|
341,680
|
|
|
$
|
503,671
|
|
Cash dividends declared per common share
|
1.51
|
|
|
1.00
|
|
|
0.80
|
|
|
0.60
|
|
|
0.60
|
|
|||||
Balance Sheet Data:
|
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|
||||||||||
Total assets
|
$
|
5,199,974
|
|
|
$
|
2,453,768
|
|
|
$
|
2,412,499
|
|
|
$
|
2,225,910
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|
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$
|
2,152,840
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Total debt obligations
|
2,572,749
|
|
|
819,498
|
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|
830,280
|
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680,601
|
|
|
680,878
|
|
|||||
Stockholders' equity
|
1,313,015
|
|
|
969,461
|
|
|
928,910
|
|
|
1,009,001
|
|
|
898,845
|
|
(a)
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On October 25, 2013, we acquired Boise Inc. (Boise). The 2013 consolidated earnings results include Boise for the period of October 25 through December 31, 2013.
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(b)
|
EBITDA represents income before interest (interest expense and interest income), income tax provision (benefit), and depreciation, amortization, and depletion. We present EBITDA because it provides a means to evaluate our performance on an ongoing basis using the same measure that is used by our management and because it is frequently used by investors and other interested parties in the evaluation of companies. EBITDA, however, is not a measure of our liquidity or financial performance under generally accepted accounting principles (GAAP) and should not be considered as an alternative to net income, income from operations, or any other performance measure derived in accordance with GAAP or as an alternative to cash flow from operating activities as a measure of our liquidity. The use of EBITDA instead of net income has limitations as an analytical tool, including the inability to determine profitability; the exclusion of interest expense, interest income, and associated significant cash requirements; and the exclusion of depreciation, amortization, and depletion, which represent significant and unavoidable operating costs, given the level of our indebtedness and the capital expenditures needed to maintain our businesses. Our measures of EBITDA are not necessarily comparable to other similarly titled captions of other companies due to potential inconsistencies in the methods of calculation. Any analysis of non-GAAP financial measures should be done in conjunction with results presented in accordance with GAAP. The non-GAAP measures are not intended to be substitutes for GAAP financial measures and should not be used as such. See "Reconciliations of Non-GAAP Financial Measures to Reported Amounts" included in this Item 7 for a reconciliation of non-GAAP measures to the most comparable GAAP measure.
|
Item 7.
|
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
|
Years Ended December 31,
|
||||||
|
2013
|
|
2012
|
||||
Earnings per diluted share
|
$
|
4.47
|
|
|
$
|
1.68
|
|
Special items:
|
|
|
|
||||
Alternative energy tax credits (a)
|
(1.70
|
)
|
|
0.24
|
|
||
Acquisition-related costs (b)
|
0.11
|
|
|
—
|
|
||
Acquisition-related financing costs (b)
|
0.08
|
|
|
—
|
|
||
Acquisition inventory step-up (c)
|
0.14
|
|
|
—
|
|
||
Integration-related and other costs (d)
|
0.11
|
|
|
—
|
|
||
Pension curtailment charges (e)
|
0.07
|
|
|
—
|
|
||
Debt refinancing charges (f)
|
—
|
|
|
0.16
|
|
||
State income tax adjustments
|
—
|
|
|
(0.03
|
)
|
||
Plant closure charges
|
—
|
|
|
0.01
|
|
||
Total special items
|
(1.19
|
)
|
|
0.38
|
|
||
Earnings per diluted share, excluding special items
|
$
|
3.28
|
|
|
$
|
2.06
|
|
(a)
|
2013 includes $1.70 of income per diluted share for the reversal of $166.0 million of tax reserves related to alternative energy tax credits. Approximately $103.9 million of the reversal is due to the completion of an IRS audit of PCA's Filer City mill's cellulosic biofuel tax credits and $62.1 million is from the reversal of reserves for the taxability of the alternative fuel mixture credit acquired in the acquisition of Boise.
|
(b)
|
Includes $28.9 million of acquisition-related costs, primarily for professional fees related to transaction-advisory services and expenses related to financing the acquisition of Boise ($18.3 million after-tax or $0.19 per diluted share).
|
(c)
|
Generally accepted accounting principles required us to value the inventory from the acquisition of Boise at fair value, which increased the value of the inventory by $21.5 million. This reduced the profit on the sale of the acquired inventory to that portion attributable to the selling effort. This step-up in value increased expenses by $21.5 million as the acquired inventory was sold and charged to cost of sales ($13.6 million after-tax or $0.14 per diluted share).
|
(d)
|
Includes $17.4 million of integration-related and other costs, primarily for professional services, employee, and other costs ($11.0 million after-tax or $0.11 per diluted share).
|
(e)
|
Includes $10.9 million of non-cash pension curtailment charges related to pension plan changes in which certain hourly corrugated and containerboard mill employees will transition from a defined benefit pension plan to a defined contribution 401k plan ($7.0 million after-tax or $0.07 per diluted share).
|
(f)
|
Includes $24.8 million of debt refinancing charges ($16.0 million after-tax or $0.16 per diluted share).
|
|
Year Ended December 31
|
|
|
||||||||
|
2013 (a)
|
|
2012
|
|
Change
|
||||||
Packaging
|
$
|
3,431.7
|
|
|
$
|
2,843.9
|
|
|
$
|
587.8
|
|
Paper
|
216.9
|
|
|
—
|
|
|
216.9
|
|
|||
Corporate and other and eliminations
|
16.7
|
|
|
—
|
|
|
16.7
|
|
|||
Net sales
|
$
|
3,665.3
|
|
|
$
|
2,843.9
|
|
|
$
|
821.4
|
|
|
|
|
|
|
|
||||||
Packaging
|
$
|
545.9
|
|
|
$
|
389.7
|
|
|
$
|
156.2
|
|
Paper
|
13.5
|
|
|
—
|
|
|
13.5
|
|
|||
Corporate and other and eliminations
|
(85.8
|
)
|
|
53.7
|
|
|
(139.5
|
)
|
|||
Income from operations
|
$
|
473.6
|
|
|
$
|
443.4
|
|
|
$
|
30.2
|
|
|
|
|
|
|
|
||||||
Interest expense, net
|
(58.3
|
)
|
|
(62.9
|
)
|
|
4.6
|
|
|||
Income before taxes
|
415.3
|
|
|
380.5
|
|
|
34.8
|
|
|||
Income tax (expense) benefit
|
21.0
|
|
|
(216.7
|
)
|
|
237.7
|
|
|||
Net income
|
$
|
436.3
|
|
|
$
|
163.8
|
|
|
$
|
272.5
|
|
Net income excluding special items (b)
|
$
|
320.2
|
|
|
$
|
200.8
|
|
|
$
|
119.4
|
|
Earnings, before interest, taxes, depreciation, and amortization (EBITDA)
|
$
|
675.4
|
|
|
$
|
614.2
|
|
|
$
|
61.2
|
|
EBITDA excluding special items (b)
|
$
|
742.4
|
|
|
$
|
520.7
|
|
|
$
|
221.7
|
|
(a)
|
2013 included financial results for Boise for the period of October 25, 2013, through December 31, 2013.
|
(b)
|
See "Reconciliations of Non-GAAP Financial Measures to Reported Amounts" included in this Item 7 for a reconciliation of non-GAAP measures to the most comparable GAAP measure.
|
|
Year Ended December 31
|
|
|
||||||||
|
2012
|
|
2011
|
|
Change
|
||||||
Net sales
|
$
|
2,843.9
|
|
|
$
|
2,620.1
|
|
|
$
|
223.8
|
|
Income from operations
|
443.4
|
|
|
272.7
|
|
|
170.7
|
|
|||
Interest expense, net
|
(62.9
|
)
|
|
(29.2
|
)
|
|
(33.7
|
)
|
|||
Income before taxes
|
380.5
|
|
|
243.5
|
|
|
137.0
|
|
|||
Provision for income taxes
|
(216.7
|
)
|
|
(85.5
|
)
|
|
(131.2
|
)
|
|||
Net income
|
$
|
163.8
|
|
|
$
|
158.0
|
|
|
$
|
5.8
|
|
Net income excluding special items (a)
|
$
|
200.8
|
|
|
$
|
161.8
|
|
|
$
|
39.0
|
|
EBITDA
|
$
|
614.2
|
|
|
$
|
436.3
|
|
|
$
|
177.9
|
|
EBITDA excluding special items (a)
|
$
|
520.7
|
|
|
$
|
442.1
|
|
|
$
|
78.6
|
|
(a)
|
See "Reconciliations of Non-GAAP Financial Measures to Reported Amounts" included in this Item 7 for a reconciliation of non-GAAP measures to the most comparable GAAP measure.
|
|
Year Ended December 31
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
Net cash provided by (used for):
|
|
|
|
|
|
||||||
Operating activities
|
$
|
608.2
|
|
|
$
|
404.2
|
|
|
$
|
345.5
|
|
Investing activities
|
(1,411.4
|
)
|
|
(107.5
|
)
|
|
(350.1
|
)
|
|||
Financing activities
|
786.8
|
|
|
(245.6
|
)
|
|
(35.6
|
)
|
|||
Net increase (decrease) in cash and cash equivalents
|
$
|
(16.4
|
)
|
|
$
|
51.1
|
|
|
$
|
(40.2
|
)
|
|
|
Year Ended December 31, 2013
|
||
Packaging
|
|
$
|
222.2
|
|
Paper
|
|
10.0
|
|
|
Corporate and Other
|
|
2.2
|
|
|
|
|
$
|
234.4
|
|
|
Payments Due by Period
|
||||||||||||||||||
|
Total
|
|
Less Than
1 Year
|
|
1-3 Years
|
|
3-5 Years
|
|
More Than
5 Years
|
||||||||||
Five-Year Term loan, due October 2018
|
$
|
650.0
|
|
|
$
|
32.5
|
|
|
$
|
130.0
|
|
|
$
|
487.5
|
|
|
$
|
—
|
|
Seven-Year Term loan, due October 2020
|
650.0
|
|
|
6.5
|
|
|
13.0
|
|
|
13.0
|
|
|
617.5
|
|
|||||
4.50% Senior notes, due November 2023
|
700.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
700.0
|
|
|||||
6.50% Senior Notes, due March 2018
|
150.0
|
|
|
—
|
|
|
—
|
|
|
150.0
|
|
|
—
|
|
|||||
3.90% Senior Notes, due June 2022
|
400.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
400.0
|
|
|||||
Total short-term and long-term debt (a)
|
2,550.0
|
|
|
39.0
|
|
|
143.0
|
|
|
650.5
|
|
|
1,717.5
|
|
|||||
Interest (b)
|
600.9
|
|
|
78.9
|
|
|
155.1
|
|
|
140.9
|
|
|
226.0
|
|
|||||
Capital lease obligations
|
39.1
|
|
|
2.6
|
|
|
5.3
|
|
|
5.3
|
|
|
25.9
|
|
|||||
Operating leases (c)
|
249.2
|
|
|
56.5
|
|
|
80.2
|
|
|
40.9
|
|
|
71.6
|
|
|||||
Capital commitments
|
151.4
|
|
|
151.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Purchase obligations:
|
|
|
|
|
|
|
|
|
|
||||||||||
Raw materials and finished goods inventory (d)
|
131.1
|
|
|
79.0
|
|
|
52.1
|
|
|
—
|
|
|
—
|
|
|||||
Utilities (e)
|
46.5
|
|
|
35.1
|
|
|
11.1
|
|
|
0.3
|
|
|
—
|
|
|||||
Other (f)
|
30.1
|
|
|
7.0
|
|
|
6.4
|
|
|
5.2
|
|
|
11.5
|
|
|||||
Other long-term liabilities reflected on our Consolidated Balance Sheet (g):
|
|
|
|
|
|
|
|
|
|
||||||||||
Compensation and benefits (h)
|
195.6
|
|
|
7.9
|
|
|
78.9
|
|
|
36.5
|
|
|
72.3
|
|
|||||
Other (i) (j)
|
60.3
|
|
|
4.7
|
|
|
8.8
|
|
|
5.6
|
|
|
41.2
|
|
|||||
|
$
|
4,054.2
|
|
|
$
|
462.1
|
|
|
$
|
540.9
|
|
|
$
|
885.2
|
|
|
$
|
2,166.0
|
|
(a)
|
The table assumes our long-term debt is held to maturity and includes the current portion of long-term debt. See Note
8
,
Debt
, of the Notes to Consolidated Financial Statements in "Part II, Item 8. Financial Statements and Supplementary Data" of this Form 10-K. Amounts are reported gross and do not include unamortized debt discounts of $2.2 million at December 31, 2013.
|
(b)
|
Amounts represent estimated future interest payments as of
December 31, 2013
, assuming our long-term debt is held to maturity and using interest rates in effect at
December 31, 2013
. See Item 7A. "Quantitative and Qualitative Disclosures About Market Risk” for the impact of changes in interest rates on PCA’s future cash flows.
|
(c)
|
We enter into operating leases in the normal course of business. We lease some of our operating facilities, as well as other property and equipment, under operating leases. Some lease agreements provide us with the option to renew the lease or purchase the leased property. Our operating lease obligations would change if we exercised these renewal options and/or if we entered into additional operating lease agreements.
|
(d)
|
Included among our raw materials purchase obligations are contracts to purchase approximately
$100.0 million
of wood fiber. Purchase prices under most of these agreements are set quarterly or semiannually based on regional market prices, and the estimate is based on contract terms or first quarter
2014
pricing. Except for deposits required pursuant to wood supply contracts, these obligations are not recorded in our consolidated financial statements until contract payment terms take effect. Under most of these log and fiber supply agreements, we have the right to cancel or reduce our commitments in the event of a mill curtailment or shutdown. Our log and fiber obligations are subject to change based on, among other things, the effect of governmental laws and regulations, our manufacturing operations not operating in the normal course of business, log and fiber availability, and the status of environmental appeals.
|
(e)
|
We enter into utility contracts for the purchase of electricity and natural gas. We also purchase these services under utility tariffs. The contractual and tariff arrangements include multiple-year commitments and minimum annual purchase requirements. Our payment obligations were based upon prices in effect on
December 31, 2013
, or upon contract language, if available.
|
(f)
|
Consists primarily of wood chip processing service agreements.
|
(g)
|
Long-term deferred income taxes of $434.8 million and unrecognized tax benefits of $5.7 million, including interest and penalties, are excluded from this table, because the timing of their future cash outflows are uncertain.
|
(h)
|
Amounts primarily consist of pension and postretirement obligations, including current portion of
$2.1 million
and 2014 required minimum contributions of approximately
$5.0 million
. Actuarially determined liabilities related to pension benefits are recorded based on estimates and assumptions. Key factors used in developing estimates of these liabilities include assumptions related to discount rates, retirement and mortality rates, expected contributions, and other factors. Changes in estimates and assumptions related to the measurement of funded status could have a material impact on the amount reported. In the table above, we allocated our pension obligations by year based on the future required minimum pension contributions, as determined by our actuaries. See Note
10
,
Employee Benefit Plans and Other Postretirement Benefits
, of the Notes to Consolidated Financial Statements in "Part II, Item 8. Financial Statements and Supplementary Data" of this Form 10-K, for additional information.
|
(i)
|
Includes current liabilities of
$3.6 million
related primarily to the current portion of workers' compensation liability.
|
(j)
|
We have excluded $2.9 million of noncurrent deferred lease costs and unfavorable lease liabilities from the other long-term liabilities in the table above. These amounts have been excluded because deferred lease costs relate to operating leases which are already reflected in the operating lease category in the table, and unfavorable lease liabilities do not represent a contractual obligation which will be settled in cash.
|
•
|
Resource Conservation and Recovery Act (RCRA);
|
•
|
Clean Water Act (CWA);
|
•
|
Clean Air Act (CAA);
|
•
|
The Emergency Planning and Community Right-to-Know-Act (EPCRA);
|
•
|
Toxic Substance Control Act (TSCA); and
|
•
|
Safe Drinking Water Act (SDWA).
|
|
Year Ending December 31, 2014
|
|
Year Ended December 31
|
||||||||
|
2013
|
|
2012
|
||||||||
Pension expense
|
$
|
25.4
|
|
|
$
|
46.4
|
|
|
$
|
36.0
|
|
|
|
|
|
|
|
||||||
Assumptions
|
|
|
|
|
|
||||||
Discount rate
|
5.00
|
%
|
|
4.57
|
%
|
|
4.75
|
%
|
|||
Expected rate of return on plan assets
|
6.69
|
%
|
|
6.53
|
%
|
|
6.15
|
%
|
|
Base Expense
|
|
Increase (Decrease) in Pension Expense (a)
|
||||||||
|
0.25% Increase
|
|
0.25% Decrease
|
||||||||
2013 Expense (b)
|
|
|
|
|
|
||||||
Discount rate
|
$
|
46.4
|
|
|
$
|
(2.2
|
)
|
|
$
|
2.3
|
|
Expected rate of return on plan assets
|
46.4
|
|
|
(0.8
|
)
|
|
0.8
|
|
|||
|
|
|
|
|
|
||||||
2014 Expense
|
|
|
|
|
|
||||||
Discount rate
|
$
|
25.4
|
|
|
$
|
(0.6
|
)
|
|
$
|
1.7
|
|
Expected rate of return on plan assets
|
25.4
|
|
|
(1.9
|
)
|
|
1.9
|
|
(a)
|
The sensitivities shown above are specific to
2013
and
2014
. The sensitivities may not be additive, so the impact of changing multiple factors simultaneously cannot be calculated by combining the individual sensitivities shown.
|
(b)
|
2013 expense includes $10.9 million of non-cash pretax pension curtailment charges in which certain hourly corrugated and containerboard mill employees will transition from an hourly defined benefit pension plan to a defined contribution 401K plan.
|
•
|
Management reviews PCA’s deferred tax assets for realizability. Valuation allowances are established when management believes that it is more likely than not that some portion of the deferred tax assets will not be realized. Changes in valuation allowances from period to period are included in the tax provision.
|
•
|
PCA establishes accruals for unrecognized tax benefits when, despite the belief that PCA’s tax return positions are fully supported, PCA believes that an uncertain tax position does not meet the recognition threshold of ASC 740, “Income Taxes.” The tax contingency accruals are adjusted in light of changing facts and circumstances, such as the progress of tax audits, the expiration of the statute of limitations for the relevant taxing authority to examine a tax return, case law and emerging legislation. While it is difficult to predict the final outcome or timing of resolution for any particular tax matter, PCA believes that the accruals for unrecognized tax benefits at
December 31, 2013
, reflect the likely outcome of known tax contingencies as of such date in accordance with accounting for uncertainty in income taxes under ASC 740.
|
|
Year Ended December 31
|
||||||||||||||||||||||
|
2013 (a)
|
|
2012
|
|
2011
|
||||||||||||||||||
|
Income
from
Operations
|
|
Net
Income
|
|
Income
from
Operations
|
|
Net
Income
|
|
Income
from
Operations
|
|
Net
Income
|
||||||||||||
As reported in accordance with GAAP
|
$
|
473.6
|
|
|
$
|
436.3
|
|
|
$
|
443.4
|
|
|
$
|
163.8
|
|
|
$
|
272.7
|
|
|
$
|
158.0
|
|
Special items:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Alternative energy tax credits (b)
|
—
|
|
|
(166.0
|
)
|
|
(95.5
|
)
|
|
23.0
|
|
|
—
|
|
|
—
|
|
||||||
Acquisition-related costs (c)
|
17.2
|
|
|
10.9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Acquisition-related financing costs (c)
|
—
|
|
|
7.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Integration-related and other costs (d)
|
17.4
|
|
|
11.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Acquisition inventory step-up (e)
|
21.5
|
|
|
13.6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Pension curtailment charges (f)
|
10.9
|
|
|
7.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Debt refinancing charges (g)
|
—
|
|
|
—
|
|
|
—
|
|
|
16.0
|
|
|
—
|
|
|
—
|
|
||||||
State income tax adjustments
|
—
|
|
|
—
|
|
|
—
|
|
|
(3.4
|
)
|
|
—
|
|
|
—
|
|
||||||
Plant closure charges (h)
|
—
|
|
|
—
|
|
|
2.0
|
|
|
1.4
|
|
|
7.4
|
|
|
4.8
|
|
||||||
Medical benefits reserve adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1.6
|
)
|
|
(1.0
|
)
|
||||||
Total special items
|
67.1
|
|
|
(116.1
|
)
|
|
(93.5
|
)
|
|
37.0
|
|
|
5.8
|
|
|
3.8
|
|
||||||
Excluding special items
|
$
|
540.6
|
|
|
$
|
320.2
|
|
|
$
|
349.9
|
|
|
$
|
200.8
|
|
|
$
|
278.6
|
|
|
$
|
161.8
|
|
(a)
|
On October 25, 2013, we acquired Boise Inc. (Boise). The 2013 consolidated earnings results include Boise for the period of October 25 through December 31, 2013.
|
(b)
|
2013 includes the reversal of $166.0 million of tax reserves related to alternative energy tax credits. Approximately $103.9 million of the reversal is due to the completion of the IRS audit of PCA's Filer City mill's cellulosic biofuel tax credits and $62.1 million is from the reversal of a reserve for the taxability of the alternative fuel mixture credit acquired in the acquisition of Boise.
|
(c)
|
Includes acquisition-related costs, primarily for professional fees related to transaction-advisory services and expenses related to financing the acquisition of Boise.
|
(d)
|
Includes integration-related and other costs, primarily for professional services, employee, and other costs.
|
(e)
|
Generally accepted accounting principles required us to value the inventory from the acquisition of Boise at fair value. This reduced the profit on the sale of the acquired inventory to that portion attributable to the selling effort. This step-up in value increased expense as the acquired inventory was sold and charged to cost of sales.
|
(f)
|
Includes non-cash pension curtailment charges related to pension plan changes in which certain hourly corrugated and containerboard mill employees will transition from a defined benefit pension plan to a defined contribution 401k plan.
|
(g)
|
Consists of charges related to the Company’s refinancing of debt completed in 2012, including the redemption premium, the charge to settle the treasury lock prior to its maturity, and other items.
|
(h)
|
Consists of plant closure charges in 2012 and energy project related disposals in 2011.
|
|
Year Ended December 31
|
||||||||||||||||||
|
2013
|
|
2012
|
|
2011
|
|
2010
|
|
2009
|
||||||||||
Net income (loss)
|
$
|
436.3
|
|
|
$
|
163.8
|
|
|
$
|
158.0
|
|
|
$
|
205.4
|
|
|
$
|
265.9
|
|
Interest expense, net
|
58.3
|
|
|
62.9
|
|
|
29.2
|
|
|
32.3
|
|
|
35.5
|
|
|||||
Income tax provision
|
(21.0
|
)
|
|
216.7
|
|
|
85.5
|
|
|
(52.3
|
)
|
|
51.1
|
|
|||||
Depreciation, amortization, and depletion
|
201.8
|
|
|
170.8
|
|
|
163.6
|
|
|
156.3
|
|
|
151.2
|
|
|||||
EBITDA (a)
|
$
|
675.4
|
|
|
$
|
614.2
|
|
|
$
|
436.3
|
|
|
$
|
341.7
|
|
|
$
|
503.7
|
|
Special items:
|
|
|
|
|
|
|
|
|
|
||||||||||
Acquisition-related costs
|
$
|
17.2
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Acquisition inventory step-up
|
21.5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Integration-related and other costs
|
17.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Pension curtailment charges
|
10.9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Plant closure charges
|
—
|
|
|
2.0
|
|
|
7.4
|
|
|
13.2
|
|
|
2.0
|
|
|||||
Alternative energy tax credits
|
—
|
|
|
(95.5
|
)
|
|
—
|
|
|
86.8
|
|
|
(168.4
|
)
|
|||||
Medical benefits reserve adjustment
|
—
|
|
|
—
|
|
|
(1.6
|
)
|
|
—
|
|
|
—
|
|
|||||
EBITDA excluding special items (a)
|
$
|
742.4
|
|
|
$
|
520.7
|
|
|
$
|
442.1
|
|
|
$
|
441.7
|
|
|
$
|
337.2
|
|
(a)
|
EBITDA and EBITDA, excluding special items, are non-GAAP financial measures. We present these measures because they provide a means to evaluate the performance of our segments and our company on an ongoing basis using the same measures that are used by our management and because these measures are frequently used by investors and other interested parties in the evaluation of companies and the performance of their segments. For each non-GAAP financial measure, we provide a reconciliation to the most directly comparable financial measure presented in accordance with GAAP. These measures may differ from similarly captioned measures of other companies. Any analysis of non-GAAP financial measures should be done in conjunction with results presented in accordance with GAAP. The non-GAAP measures are not intended to be substitutes for GAAP financial measures and should not be used as such.
|
Item 7A.
|
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
Item 8.
|
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
|
Packaging Corporation of America Consolidated Financial Statements
|
|
|
Year Ended December 31
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
Statements of Income:
|
|
|
|
|
|
||||||
Net sales
|
$
|
3,665,308
|
|
|
$
|
2,843,877
|
|
|
$
|
2,620,111
|
|
Cost of sales
|
(2,806,121
|
)
|
|
(2,203,286
|
)
|
|
(2,078,088
|
)
|
|||
Gross profit
|
859,187
|
|
|
640,591
|
|
|
542,023
|
|
|||
Selling, general, and administrative expenses
|
(326,602
|
)
|
|
(280,843
|
)
|
|
(258,551
|
)
|
|||
Alternative energy tax credits
|
—
|
|
|
95,500
|
|
|
—
|
|
|||
Other expense, net
|
(58,978
|
)
|
|
(11,789
|
)
|
|
(10,723
|
)
|
|||
Income from operations
|
473,607
|
|
|
443,459
|
|
|
272,749
|
|
|||
Interest expense, net
|
(58,275
|
)
|
|
(62,900
|
)
|
|
(29,245
|
)
|
|||
Income before taxes
|
415,332
|
|
|
380,559
|
|
|
243,504
|
|
|||
(Provision) benefit for income taxes
|
20,951
|
|
|
(216,739
|
)
|
|
(85,477
|
)
|
|||
Net income
|
$
|
436,283
|
|
|
$
|
163,820
|
|
|
$
|
158,027
|
|
|
|
|
|
|
|
||||||
Weighted average common shares outstanding
|
|
|
|
|
|
||||||
Basic
|
96,579
|
|
|
96,384
|
|
|
99,281
|
|
|||
Diluted
|
97,547
|
|
|
97,497
|
|
|
100,376
|
|
|||
|
|
|
|
|
|
||||||
Net income per common share
|
|
|
|
|
|
||||||
Basic
|
$
|
4.52
|
|
|
$
|
1.70
|
|
|
$
|
1.59
|
|
Diluted
|
$
|
4.47
|
|
|
$
|
1.68
|
|
|
$
|
1.57
|
|
Dividends declared per common share
|
$
|
1.51
|
|
|
$
|
1.00
|
|
|
$
|
0.80
|
|
|
|
|
|
|
|
||||||
Statements of Comprehensive Income:
|
|
|
|
|
|
||||||
Net Income
|
$
|
436,283
|
|
|
$
|
163,820
|
|
|
$
|
158,027
|
|
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
||||||
Foreign currency translation adjustment
|
(136
|
)
|
|
—
|
|
|
—
|
|
|||
Fair value adjustments to cash flow hedges, net of tax of
$0.0 million
, $6.5 million, and $15.3 million for 2013, 2012, and 2011, respectively
|
—
|
|
|
(10,183
|
)
|
|
(24,134
|
)
|
|||
Reclassification adjustments to cash flow hedges included in net income, net of tax of
$2.2 million
, $1.2 million, and $0.7 million for 2013, 2012, and 2011, respectively
|
3,481
|
|
|
1,842
|
|
|
(1,125
|
)
|
|||
Amortization of pension and postretirement plans actuarial loss and prior service cost, net of tax of
$8.5 million
, $4.3 million, and $2.4 million for 2013, 2012, and 2011, respectively
|
13,409
|
|
|
6,689
|
|
|
3,806
|
|
|||
Changes in unfunded employee benefit obligations, net of tax of
$20.4 million
, $9.3 million, and $20.3 million for 2013, 2012, and 2011, respectively
|
32,264
|
|
|
(14,612
|
)
|
|
(31,944
|
)
|
|||
Other comprehensive income (loss)
|
49,018
|
|
|
(16,264
|
)
|
|
(53,397
|
)
|
|||
Comprehensive income
|
$
|
485,301
|
|
|
$
|
147,556
|
|
|
$
|
104,630
|
|
|
December 31
|
||||||
|
2013
|
|
2012
|
||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
190,960
|
|
|
$
|
207,393
|
|
Accounts receivable, net of allowance for doubtful accounts and customer deductions of $10,567 and $5,353 as of December 31, 2013 and 2012, respectively
|
643,083
|
|
|
352,142
|
|
||
Inventories
|
522,523
|
|
|
268,767
|
|
||
Prepaid expenses and other current assets
|
32,101
|
|
|
20,915
|
|
||
Federal and state income taxes receivable
|
22,958
|
|
|
65,488
|
|
||
Deferred income taxes
|
75,579
|
|
|
22,328
|
|
||
Total current assets
|
1,487,204
|
|
|
937,033
|
|
||
Property, plant, and equipment, net
|
2,805,704
|
|
|
1,366,069
|
|
||
Goodwill
|
526,789
|
|
|
67,160
|
|
||
Intangible assets, net
|
310,539
|
|
|
38,283
|
|
||
Other long-term assets
|
69,738
|
|
|
45,223
|
|
||
Total assets
|
$
|
5,199,974
|
|
|
$
|
2,453,768
|
|
LIABILITIES AND STOCKHOLDERS' EQUITY
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Current maturities of long-term debt
|
$
|
39,000
|
|
|
$
|
15,000
|
|
Capital lease obligations
|
1,030
|
|
|
964
|
|
||
Accounts payable
|
357,432
|
|
|
117,510
|
|
||
Dividends payable
|
39,297
|
|
|
—
|
|
||
Accrued liabilities
|
214,058
|
|
|
122,696
|
|
||
Accrued interest
|
9,722
|
|
|
3,676
|
|
||
Total current liabilities
|
660,539
|
|
|
259,846
|
|
||
Long-term liabilities:
|
|
|
|
||||
Long-term debt
|
2,508,845
|
|
|
778,630
|
|
||
Capital lease obligations
|
23,874
|
|
|
24,904
|
|
||
Deferred income taxes
|
434,835
|
|
|
125,109
|
|
||
Compensation and benefits
|
193,548
|
|
|
164,538
|
|
||
Alternative energy tax credits reserve
|
—
|
|
|
102,051
|
|
||
Other long-term liabilities
|
65,318
|
|
|
29,229
|
|
||
Total long-term liabilities
|
3,226,420
|
|
|
1,224,461
|
|
||
Commitments and contingent liabilities
|
|
|
|
||||
Stockholders' equity:
|
|
|
|
||||
Common stock, par value $0.01 per share, 300,000 shares authorized,
98,172
and 98,143 shares issued as of December 31, 2013 and 2012, respectively
|
982
|
|
|
981
|
|
||
Additional paid in capital
|
401,761
|
|
|
378,794
|
|
||
Retained earnings
|
975,296
|
|
|
703,728
|
|
||
Accumulated other comprehensive loss
|
(65,024
|
)
|
|
(114,042
|
)
|
||
Total stockholders' equity
|
1,313,015
|
|
|
969,461
|
|
||
Total liabilities and stockholders' equity
|
$
|
5,199,974
|
|
|
$
|
2,453,768
|
|
|
Year Ended December 31
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
Cash Flows from Operating Activities:
|
|
|
|
|
|
||||||
Net income
|
$
|
436,283
|
|
|
$
|
163,820
|
|
|
$
|
158,027
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation, depletion, and amortization
|
217,918
|
|
|
175,384
|
|
|
162,839
|
|
|||
Share-based compensation expense
|
14,761
|
|
|
11,687
|
|
|
9,736
|
|
|||
Deferred income tax provision (benefit)
|
(163,550
|
)
|
|
183,202
|
|
|
27,347
|
|
|||
Alternative energy tax credits
|
76,281
|
|
|
(76,281
|
)
|
|
—
|
|
|||
Loss on disposals of property, plant, and equipment
|
9,377
|
|
|
7,298
|
|
|
7,137
|
|
|||
Loss on early extinguishment of debt
|
—
|
|
|
21,296
|
|
|
—
|
|
|||
Pension and post retirement benefits expense, net of contributions
|
18,525
|
|
|
1,687
|
|
|
5,726
|
|
|||
Other, net
|
(1,008
|
)
|
|
(3,090
|
)
|
|
(4,761
|
)
|
|||
Changes in operating assets and liabilities, net of acquisitions:
|
|
|
|
|
|
||||||
Decrease (increase) in assets —
|
|
|
|
|
|
||||||
Accounts receivable
|
(31,191
|
)
|
|
(24,995
|
)
|
|
(16,946
|
)
|
|||
Inventories
|
33,304
|
|
|
(12,212
|
)
|
|
(8,333
|
)
|
|||
Prepaid expenses and other current assets
|
(1,914
|
)
|
|
(835
|
)
|
|
(616
|
)
|
|||
Increase (decrease) in liabilities —
|
|
|
|
|
|
||||||
Accounts payable
|
54,222
|
|
|
(40,448
|
)
|
|
(694
|
)
|
|||
Accrued liabilities
|
(54,807
|
)
|
|
(2,308
|
)
|
|
6,052
|
|
|||
Net cash provided by operating activities
|
608,201
|
|
|
404,205
|
|
|
345,514
|
|
|||
Cash Flows from Investing Activities:
|
|
|
|
|
|
||||||
Additions to property, plant, and equipment
|
(234,422
|
)
|
|
(128,524
|
)
|
|
(280,213
|
)
|
|||
Acquisitions of businesses, net of cash acquired
|
(1,174,506
|
)
|
|
(35,393
|
)
|
|
(57,340
|
)
|
|||
Treasury grant proceeds
|
—
|
|
|
57,399
|
|
|
—
|
|
|||
Additions to other long term assets
|
(3,134
|
)
|
|
(1,070
|
)
|
|
(13,055
|
)
|
|||
Other
|
654
|
|
|
78
|
|
|
443
|
|
|||
Net cash used for investing activities
|
(1,411,408
|
)
|
|
(107,510
|
)
|
|
(350,165
|
)
|
|||
Cash Flows from Financing Activities:
|
|
|
|
|
|
||||||
Proceeds from issuance of debt
|
1,998,145
|
|
|
397,044
|
|
|
150,000
|
|
|||
Repayments of debt
|
(1,074,774
|
)
|
|
(437,184
|
)
|
|
(670
|
)
|
|||
Financing costs paid
|
(19,419
|
)
|
|
(876
|
)
|
|
(2,041
|
)
|
|||
Settlement of treasury lock
|
—
|
|
|
(65,500
|
)
|
|
9,910
|
|
|||
Common stock dividends paid
|
(109,145
|
)
|
|
(117,851
|
)
|
|
(76,012
|
)
|
|||
Repurchases of common stock
|
(7,799
|
)
|
|
(45,162
|
)
|
|
(125,027
|
)
|
|||
Proceeds from exercise of stock options
|
2,848
|
|
|
19,898
|
|
|
7,016
|
|
|||
Excess tax benefits from stock-based awards
|
7,802
|
|
|
4,016
|
|
|
1,232
|
|
|||
Shares withheld to cover employee restricted stock taxes
|
(10,955
|
)
|
|
—
|
|
|
—
|
|
|||
Other
|
71
|
|
|
—
|
|
|
—
|
|
|||
Net cash provided by (used for) financing activities
|
786,774
|
|
|
(245,615
|
)
|
|
(35,592
|
)
|
|||
Net (decrease) increase in cash and cash equivalents
|
(16,433
|
)
|
|
51,080
|
|
|
(40,243
|
)
|
|||
Cash and cash equivalents, beginning of year
|
207,393
|
|
|
156,313
|
|
|
196,556
|
|
|||
Cash and cash equivalents, end of year
|
$
|
190,960
|
|
|
$
|
207,393
|
|
|
$
|
156,313
|
|
|
Common Stock
|
|
Treasury Stock
|
|
Additional Paid in Capital
|
|
Retained Earnings
|
|
Accumulated Other Comprehensive Loss
|
|
Total Stockholders' Equity
|
||||||||||||||||||
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
|
|
|
||||||||||||||||||
Balance at January 1, 2011
|
102,308
|
|
|
$
|
1,023
|
|
|
—
|
|
|
$
|
—
|
|
|
$
|
362,248
|
|
|
$
|
690,111
|
|
|
$
|
(44,381
|
)
|
|
$
|
1,009,001
|
|
Common stock repurchases and retirements
|
(4,897
|
)
|
|
(49
|
)
|
|
(2
|
)
|
|
(59
|
)
|
|
(29,098
|
)
|
|
(93,871
|
)
|
|
—
|
|
|
(123,077
|
)
|
||||||
Common stock dividends declared
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(80,307
|
)
|
|
—
|
|
|
(80,307
|
)
|
||||||
Restricted stock grants and cancellations
|
570
|
|
|
6
|
|
|
—
|
|
|
—
|
|
|
506
|
|
|
—
|
|
|
—
|
|
|
512
|
|
||||||
Exercise of stock options
|
344
|
|
|
3
|
|
|
—
|
|
|
—
|
|
|
7,733
|
|
|
—
|
|
|
—
|
|
|
7,736
|
|
||||||
Share-based compensation expense
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9,736
|
|
|
—
|
|
|
—
|
|
|
9,736
|
|
||||||
Other
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
679
|
|
|
—
|
|
|
—
|
|
|
679
|
|
||||||
Comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
158,027
|
|
|
(53,397
|
)
|
|
104,630
|
|
||||||
Balance at December 31, 2011
|
98,325
|
|
|
$
|
983
|
|
|
(2
|
)
|
|
$
|
(59
|
)
|
|
$
|
351,804
|
|
|
$
|
673,960
|
|
|
$
|
(97,778
|
)
|
|
$
|
928,910
|
|
Common stock repurchases and retirements
|
(1,510
|
)
|
|
(15
|
)
|
|
2
|
|
|
59
|
|
|
(9,282
|
)
|
|
(35,924
|
)
|
|
—
|
|
|
(45,162
|
)
|
||||||
Common stock dividends declared
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(98,128
|
)
|
|
—
|
|
|
(98,128
|
)
|
||||||
Restricted stock grants and cancellations
|
383
|
|
|
4
|
|
|
—
|
|
|
—
|
|
|
1,611
|
|
|
—
|
|
|
—
|
|
|
1,615
|
|
||||||
Exercise of stock options
|
945
|
|
|
9
|
|
|
—
|
|
|
—
|
|
|
22,288
|
|
|
—
|
|
|
—
|
|
|
22,297
|
|
||||||
Share-based compensation expense
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11,687
|
|
|
—
|
|
|
—
|
|
|
11,687
|
|
||||||
Other
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
686
|
|
|
—
|
|
|
—
|
|
|
686
|
|
||||||
Comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
163,820
|
|
|
(16,264
|
)
|
|
147,556
|
|
||||||
Balance at December 31, 2012
|
98,143
|
|
|
$
|
981
|
|
|
—
|
|
|
$
|
—
|
|
|
$
|
378,794
|
|
|
$
|
703,728
|
|
|
$
|
(114,042
|
)
|
|
$
|
969,461
|
|
Common stock repurchases and retirements
|
(171
|
)
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
(1,078
|
)
|
|
(6,720
|
)
|
|
—
|
|
|
(7,799
|
)
|
||||||
Common stock withheld and retired to cover taxes on vested stock awards
|
(224
|
)
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
(1,362
|
)
|
|
(9,591
|
)
|
|
—
|
|
|
(10,955
|
)
|
||||||
Common stock dividends declared
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(148,404
|
)
|
|
—
|
|
|
(148,404
|
)
|
||||||
Restricted stock grants and cancellations
|
297
|
|
|
3
|
|
|
—
|
|
|
—
|
|
|
6,923
|
|
|
—
|
|
|
—
|
|
|
6,926
|
|
||||||
Exercise of stock options
|
127
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
3,723
|
|
|
—
|
|
|
—
|
|
|
3,724
|
|
||||||
Share-based compensation expense
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
14,761
|
|
|
—
|
|
|
—
|
|
|
14,761
|
|
||||||
Comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
436,283
|
|
|
49,018
|
|
|
485,301
|
|
||||||
Balance at December 31, 2013
|
98,172
|
|
|
$
|
982
|
|
|
—
|
|
|
$
|
—
|
|
|
$
|
401,761
|
|
|
$
|
975,296
|
|
|
$
|
(65,024
|
)
|
|
$
|
1,313,015
|
|
|
December 31
|
||||||
|
2013
|
|
2012
|
||||
Raw materials
|
$
|
212,027
|
|
|
$
|
125,909
|
|
Work in process
|
13,898
|
|
|
8,287
|
|
||
Finished goods
|
209,972
|
|
|
78,788
|
|
||
Supplies and materials
|
158,394
|
|
|
119,284
|
|
||
Inventories at FIFO or average cost
|
594,291
|
|
|
332,268
|
|
||
Excess of FIFO or average cost over LIFO cost
|
(71,768
|
)
|
|
(63,501
|
)
|
||
Inventories
|
$
|
522,523
|
|
|
$
|
268,767
|
|
|
December 31
|
||||||
|
2013
|
|
2012
|
||||
Land and land improvements
|
$
|
140,592
|
|
|
$
|
107,250
|
|
Buildings
|
628,948
|
|
|
390,363
|
|
||
Machinery and equipment
|
4,263,505
|
|
|
3,048,932
|
|
||
Construction in progress
|
168,808
|
|
|
67,051
|
|
||
Other
|
30,847
|
|
|
27,196
|
|
||
Property, plant and equipment, at cost
|
5,232,700
|
|
|
3,640,792
|
|
||
Less accumulated depreciation
|
(2,426,996
|
)
|
|
(2,274,723
|
)
|
||
Property, plant, and equipment, net
|
$
|
2,805,704
|
|
|
$
|
1,366,069
|
|
Buildings and land improvements
|
5 to 40 years
|
Machinery and equipment
|
3 to 25 years
|
Trucks and automobiles
|
3 to 10 years
|
Furniture and fixtures
|
3 to 20 years
|
Computers and hardware
|
3 to 10 years
|
|
Period of the lease or
|
Leasehold improvements
|
useful life, if shorter
|
Current assets:
|
|
||
Cash and cash equivalents
|
$
|
121,658
|
|
Accounts receivable
|
270,364
|
|
|
Inventories
|
286,277
|
|
|
Deferred income taxes
|
9,144
|
|
|
Prepaid expenses and other current assets
|
8,624
|
|
|
Total current assets
|
696,067
|
|
|
Property, plant, and equipment (a)
|
1,401,183
|
|
|
Intangible assets (b):
|
|
||
Customer relationships
|
256,400
|
|
|
Trademarks and trade names
|
20,600
|
|
|
Goodwill (c)
|
458,579
|
|
|
Other long-term assets
|
21,786
|
|
|
Assets acquired
|
2,854,615
|
|
|
|
|
||
Current liabilities
|
322,230
|
|
|
Long-term debt
|
829,750
|
|
|
Deferred tax liabilities
|
281,463
|
|
|
Other long-term liabilities
|
131,276
|
|
|
Liabilities assumed
|
1,564,719
|
|
|
|
|
||
Net assets acquired
|
$
|
1,289,896
|
|
(a)
|
Property and equipment acquired are being depreciated on a straight-line basis over their estimated remaining lives, which range from
one
to
30
years.
|
(b)
|
We are amortizing the intangible assets on a straight-line basis over the following (in years):
|
Customer relationships
|
15
|
-
|
20
|
Trademarks and trade names
|
5
|
-
|
20
|
(c)
|
Goodwill is the excess of purchase price over the fair value of tangible and identifiable intangible assets acquired and liabilities assumed. Goodwill generated from the acquisition is primarily attributable to expected synergies and the assembled workforce. Goodwill recognized in the transaction is not deductible for income tax purposes; however, we assumed
$1.9 million
of goodwill that Boise had been amortizing in connection with previous acquisitions, which we will continue to amortize and deduct for income tax purposes.
|
|
Pro Forma (Unaudited)
|
||||||
|
Year Ended December 31
|
||||||
|
2013
|
|
2012
|
||||
Sales
|
$
|
5,696.2
|
|
|
$
|
5,355.9
|
|
Net income (a)
|
$
|
492.4
|
|
|
$
|
226.0
|
|
Net income per share—diluted
|
$
|
5.05
|
|
|
$
|
2.32
|
|
(a)
|
The 2013 and 2012 unaudited 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; elimination of related party transactions; depreciation and amortization related to fair value adjustments to property, plant and equipment and intangible assets; and interest expense on acquisition-related debt.
|
|
Year Ended December 31
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
Numerator:
|
|
|
|
|
|
||||||
Net income
|
$
|
436,283
|
|
|
$
|
163,820
|
|
|
$
|
158,027
|
|
Denominator:
|
|
|
|
|
|
|
|
|
|||
Weighted average basic common shares outstanding
|
96,579
|
|
|
96,384
|
|
|
99,281
|
|
|||
Effect of dilutive securities:
|
|
|
|
|
|
||||||
Stock options, unvested restricted stock, and performance units
|
968
|
|
|
1,113
|
|
|
1,095
|
|
|||
Diluted common shares outstanding
|
97,547
|
|
|
97,497
|
|
|
100,376
|
|
|||
Basic income per common share
|
$
|
4.52
|
|
|
$
|
1.70
|
|
|
$
|
1.59
|
|
Diluted income per common share
|
$
|
4.47
|
|
|
$
|
1.68
|
|
|
$
|
1.57
|
|
|
2013
|
|
2012
|
|
2011
|
||||||
Current income tax provision (benefit) -
|
|
|
|
|
|
||||||
U.S. Federal
|
$
|
129,633
|
|
|
$
|
27,100
|
|
|
$
|
41,452
|
|
State and local
|
12,649
|
|
|
6,437
|
|
|
16,678
|
|
|||
Foreign
|
317
|
|
|
—
|
|
|
—
|
|
|||
Total current provision for taxes
|
142,599
|
|
|
33,537
|
|
|
58,130
|
|
|||
Deferred -
|
|
|
|
|
|
||||||
U.S. Federal
|
(163,187
|
)
|
|
180,997
|
|
|
29,895
|
|
|||
State and local
|
(251
|
)
|
|
2,205
|
|
|
(2,548
|
)
|
|||
Foreign
|
(112
|
)
|
|
—
|
|
|
—
|
|
|||
Total deferred provision for taxes
|
(163,550
|
)
|
|
183,202
|
|
|
27,347
|
|
|||
Total provision (benefit) for taxes
|
$
|
(20,951
|
)
|
|
$
|
216,739
|
|
|
$
|
85,477
|
|
|
2013
|
|
2012
|
|
2011
|
||||||
Provision computed at U.S. Federal statutory rate of 35%
|
$
|
145,366
|
|
|
$
|
133,196
|
|
|
$
|
85,226
|
|
Alternative fuel mixture and cellulosic biofuel producer credits
|
(166,006
|
)
|
|
81,695
|
|
|
—
|
|
|||
State and local taxes, net of federal benefit
|
13,237
|
|
|
9,135
|
|
|
7,504
|
|
|||
Domestic manufacturers deduction
|
(11,712
|
)
|
|
(7,155
|
)
|
|
(7,670
|
)
|
|||
Other
|
(1,836
|
)
|
|
(132
|
)
|
|
417
|
|
|||
Total
|
$
|
(20,951
|
)
|
|
$
|
216,739
|
|
|
$
|
85,477
|
|
|
2014 Through 2023
|
|
2024 Through 2033
|
|
Indefinite
|
|
Total
|
||||||||
U.S. federal and non-U.S. NOLs
|
$
|
1,633
|
|
|
$
|
110,086
|
|
|
$
|
—
|
|
|
$
|
111,719
|
|
State taxing jurisdiction NOLs
|
1,199
|
|
|
13,878
|
|
|
—
|
|
|
15,077
|
|
||||
U.S. federal, non-U.S., and state tax credit carryforwards
|
203
|
|
|
748
|
|
|
613
|
|
|
1,564
|
|
||||
U.S. federal capital loss carryforwards
|
1,088
|
|
|
—
|
|
|
—
|
|
|
1,088
|
|
||||
Total
|
$
|
4,123
|
|
|
$
|
124,712
|
|
|
$
|
613
|
|
|
$
|
129,448
|
|
|
December 31
|
||||||
|
2013
|
|
2012
|
||||
Deferred tax assets:
|
|
|
|
|
|
||
Accrued liabilities
|
$
|
19,521
|
|
|
$
|
7,332
|
|
Employee benefits and compensation
|
27,252
|
|
|
16,002
|
|
||
Net operating loss carryforwards
|
126,796
|
|
|
—
|
|
||
Stock options and restricted stock
|
8,875
|
|
|
8,389
|
|
||
Pension and postretirement benefits
|
75,518
|
|
|
65,520
|
|
||
Derivatives
|
18,221
|
|
|
20,381
|
|
||
Capital loss, general business, foreign, and AMT credit carryforwards
|
2,652
|
|
|
—
|
|
||
Gross deferred tax assets
|
$
|
278,835
|
|
|
$
|
117,624
|
|
Valuation allowance (a)
|
(2,715
|
)
|
|
—
|
|
||
Net deferred tax assets
|
$
|
276,120
|
|
|
$
|
117,624
|
|
|
|
|
|
||||
Deferred tax liabilities:
|
|
|
|
|
|
||
Property, plant, and equipment
|
$
|
(519,718
|
)
|
|
$
|
(210,486
|
)
|
Goodwill and intangible assets
|
(111,865
|
)
|
|
(7,267
|
)
|
||
Inventories
|
(559
|
)
|
|
(1,533
|
)
|
||
Investment in joint venture
|
(1,026
|
)
|
|
(1,119
|
)
|
||
Other
|
(2,208
|
)
|
|
—
|
|
||
Total deferred tax liabilities
|
$
|
(635,376
|
)
|
|
$
|
(220,405
|
)
|
Net deferred tax assets (liabilities) (b)
|
$
|
(359,256
|
)
|
|
$
|
(102,781
|
)
|
(a)
|
Deferred tax assets are reduced by a valuation allowance when it is more likely than not that some portion of the deferred tax assets will not be realized. Of the
$2.7 million
valuation allowance,
$1.6 million
relates to foreign net operating loss carryforwards and credits and
$1.1 million
relates to capital losses. We do not expect to generate capital gains before the capital losses expire. If or when recognized, the tax benefits relating to the reversal of any of or all of the valuation allowance would be recognized as a benefit to income tax expense.
|
(b)
|
As of
December 31, 2013
, we did not recognize U.S. deferred income taxes on our cumulative total of undistributed foreign earnings for our non-U.S. subsidiaries. We indefinitely reinvest our earnings in operations outside the United States. It is not practicable to determine the amount of unrecognized deferred tax liability on these undistributed earnings because the actual tax liability, if any, is dependent on circumstances existing when the repatriation occurs.
|
|
2013
|
|
2012
|
||||
Balance as of January 1
|
$
|
(111,303
|
)
|
|
$
|
(111,013
|
)
|
Increase related to acquisition of Boise Inc. (a)
|
(65,158
|
)
|
|
—
|
|
||
Increases related to prior years’ tax positions
|
(49
|
)
|
|
(128
|
)
|
||
Increases related to current year tax positions
|
(1,538
|
)
|
|
(1,267
|
)
|
||
Decreases related to prior years' tax positions (b)
|
64,774
|
|
|
—
|
|
||
Settlements with taxing authorities (c)
|
106,187
|
|
|
—
|
|
||
Expiration of the statute of limitations (d)
|
1,667
|
|
|
1,105
|
|
||
Balance at December 31
|
$
|
(5,420
|
)
|
|
$
|
(111,303
|
)
|
(a)
|
PCA acquired
$65.2 million
of gross unrecognized tax benefits from Boise Inc. that relate primarily to the taxability of the alternative fuel mixture credits.
|
(b)
|
Includes a
$64.3 million
gross decrease related to the taxability of the alternative fuel mixture tax credits claimed in 2009 excise tax returns by Boise Inc. For further discussion regarding these credits, see Note 6, Alternative Energy Tax Credits.
|
(c)
|
Includes a
$104.7 million
gross decrease related to the conclusion of the Internal Revenue Service audit of PCA’s alternative energy tax credits. For further discussion regarding these credits, see Note 6, Alternative Energy Tax Credits.
|
(d)
|
In the third and fourth quarters of 2013, various state statutes of limitations expired. As a result, the reserve for unrecognized tax benefits decreased by
$1.7 million
gross.
|
|
Goodwill
|
||
Balance at January 1, 2012
|
$
|
58,214
|
|
Acquisitions
|
14,098
|
|
|
Adjustments related to purchase accounting
|
(5,152
|
)
|
|
Balance at December 31, 2012
|
67,160
|
|
|
Acquisitions (a)
|
459,629
|
|
|
Balance at December 31, 2013
|
$
|
526,789
|
|
(a)
|
In 2013, in addition to acquiring Boise and recording
$458.6 million
of goodwill, we acquired Damage Prevention Company for
$6.3 million
and recorded
$1.1 million
of goodwill in the Packaging segment.
|
|
As of December 31, 2013
|
|
As of December 31, 2012
|
||||||||||||||||
|
Weighted Average Remaining Useful Life (in Years)
|
|
Gross
Carrying Amount |
|
Accumulated
Amortization |
|
Weighted Average Remaining Useful Life (in Years)
|
|
Gross
Carrying Amount |
|
Accumulated
Amortization |
||||||||
Customer relationships
|
15.4
|
|
$
|
306,361
|
|
|
$
|
16,509
|
|
|
16.7
|
|
$
|
48,261
|
|
|
$
|
10,663
|
|
Trademarks and trade names
|
14.7
|
|
21,370
|
|
|
794
|
|
|
2.6
|
|
770
|
|
|
248
|
|
||||
Other
|
3.0
|
|
220
|
|
|
109
|
|
|
3.7
|
|
220
|
|
|
57
|
|
||||
Total intangible assets (excluding goodwill)
|
15.4
|
|
$
|
327,951
|
|
|
$
|
17,412
|
|
|
16.5
|
|
$
|
49,251
|
|
|
$
|
10,968
|
|
|
December 31, 2013
|
|
December 31, 2012
|
||||||||||
|
Amount
|
|
Interest Rate
|
|
Amount
|
|
Interest Rate
|
||||||
Revolving Credit Facility, due October 2018
|
$
|
—
|
|
|
—
|
%
|
|
$
|
—
|
|
|
—
|
%
|
Five-Year Term Loan, due October 2018
|
650,000
|
|
|
1.54
|
|
|
—
|
|
|
—
|
|
||
Seven-Year Term Loan, due October 2020
|
650,000
|
|
|
1.79
|
|
|
—
|
|
|
—
|
|
||
4.50% Senior Notes, net of discount of $1,827 as of December 31, 2013, due November 2023
|
698,173
|
|
|
4.50
|
|
|
—
|
|
|
—
|
|
||
6.50% Senior Notes, net of discounts of $26 and $32 as of December 31, 2013 and 2012, respectively, due March 2018
|
149,974
|
|
|
6.50
|
|
|
149,968
|
|
|
6.50
|
|
||
3.90% Senior Notes, net of discounts of $302 and $338 as of December 31, 2013 and 2012, respectively, due June 2022
|
399,698
|
|
|
3.90
|
|
|
399,662
|
|
|
3.90
|
|
||
Receivables Credit Facility, due October 2014
|
—
|
|
|
—
|
|
|
109,000
|
|
|
1.06
|
|
||
Senior Credit Facility, Term Loan, due October 2016
|
—
|
|
|
—
|
|
|
135,000
|
|
|
1.71
|
|
||
Total
|
2,547,845
|
|
|
3.08
|
|
|
793,630
|
|
|
3.63
|
|
||
Less current portion
|
39,000
|
|
|
1.59
|
|
|
15,000
|
|
|
1.71
|
|
||
Total long-term debt
|
$
|
2,508,845
|
|
|
3.10
|
%
|
|
$
|
778,630
|
|
|
3.67
|
%
|
•
|
Senior Unsecured Credit Agreement
. On October, 18, 2013, we replaced our senior credit facility that was scheduled to terminate in October
2016
, with a new
$1.65 billion
senior unsecured credit facility. Loans bear interest at LIBOR plus a margin that is determined based upon our credit ratings. The financing consisted of:
|
◦
|
Revolving Credit Facility
: A
$350.0 million
unsecured revolving credit facility with variable interest (LIBOR plus a margin) due October
2018
. During 2013, we did not borrow under the Revolving Credit Facility. At
December 31, 2013
, we had
$19.0 million
of outstanding letters of credit that were considered a draw on the revolving credit facility, resulting in
$331.0 million
of unused borrowing capacity. The outstanding letters of credit were primarily for workers compensation. We are required to pay commitment fees on the unused portions of the credit facility.
|
◦
|
Five-Year Term Loan
: A
$650.0 million
unsecured term loan with variable interest (LIBOR plus
1.375%
), payable quarterly, due October
2018
.
|
◦
|
Seven-Year Term Loan
: A
$650.0 million
unsecured term loan with variable interest (LIBOR plus
1.625%
), payable quarterly, due October
2020
.
|
•
|
4.50% Senior Notes
. On October 22, 2013, we issued
$700.0 million
of
4.50%
senior notes due
November 1, 2023
, through a registered public offering.
|
|
Reference Interest Rate
|
|
Applicable Margin
|
||||||||
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||
Five-Year Term Loan, due October 2018
|
0.17
|
%
|
|
n/a
|
|
1.375
|
%
|
|
n/a
|
||
Seven-Year Term Loan, due October 2020
|
0.17
|
%
|
|
n/a
|
|
1.625
|
%
|
|
n/a
|
||
Receivables Credit Facility
|
n/a
|
|
0.21
|
%
|
|
n/a
|
|
0.85
|
%
|
||
Senior Credit Facility, Term Loan, due October 2016
|
n/a
|
|
0.21
|
%
|
|
n/a
|
|
1.50
|
%
|
|
2013
|
|
2012
|
|
2011
|
|||||||||||||||
|
Shares
|
|
Weighted Average Grant- Date Fair Value
|
|
Shares
|
|
Weighted Average Grant- Date Fair Value
|
|
Shares
|
|
Weighted Average Grant- Date Fair Value
|
|||||||||
Restricted stock at January 1
|
1,771,664
|
|
|
$
|
23.44
|
|
|
1,817,745
|
|
|
$
|
22.37
|
|
|
1,478,000
|
|
|
$
|
20.70
|
|
Granted
|
331,053
|
|
|
51.99
|
|
|
394,928
|
|
|
27.46
|
|
|
575,694
|
|
|
27.80
|
|
|||
Vested (a)
|
(605,458
|
)
|
|
19.54
|
|
|
(429,034
|
)
|
|
22.66
|
|
|
(229,979
|
)
|
|
25.29
|
|
|||
Forfeitures
|
(33,565
|
)
|
|
24.76
|
|
|
(11,975
|
)
|
|
21.46
|
|
|
(5,970
|
)
|
|
22.45
|
|
|||
Restricted stock at December 31
|
1,463,694
|
|
|
$
|
31.48
|
|
|
1,771,664
|
|
|
$
|
23.44
|
|
|
1,817,745
|
|
|
$
|
22.37
|
|
(a)
|
The total fair value of awards upon vesting for the years ended
December 31, 2013
,
2012
, and
2011
, was
$29.5 million
,
$12.4 million
, and
$6.1 million
, respectively
.
|
|
Year Ended December 31
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
Restricted stock
|
$
|
14,238
|
|
|
$
|
11,687
|
|
|
$
|
9,736
|
|
Performance units
|
523
|
|
|
—
|
|
|
—
|
|
|||
Impact on income before income taxes
|
14,761
|
|
|
11,687
|
|
|
9,736
|
|
|||
Income tax benefit
|
(5,728
|
)
|
|
(4,543
|
)
|
|
(3,784
|
)
|
|||
Impact on net income
|
$
|
9,033
|
|
|
$
|
7,144
|
|
|
$
|
5,952
|
|
|
As of December 31, 2013
|
||||
|
Unrecognized Compensation Expense
|
|
Remaining Weighted Average Recognition Period (in years)
|
||
Restricted stock
|
$
|
24,500
|
|
|
2.7
|
Performance units
|
2,941
|
|
|
3.5
|
|
Total unrecognized share-based compensation expense
|
$
|
27,441
|
|
|
2.8
|
|
Pension Plans
|
Postretirement Plans
|
|||||||||||||
|
Year Ended December 31
|
Year Ended December 31
|
|||||||||||||
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
Change in Benefit Obligation
|
|
|
|
|
|
|
|
||||||||
Benefit obligation at beginning of period
|
$
|
378,714
|
|
|
$
|
314,155
|
|
|
$
|
31,806
|
|
|
$
|
25,937
|
|
Service cost
|
24,460
|
|
|
22,424
|
|
|
2,061
|
|
|
1,856
|
|
||||
Interest cost
|
21,488
|
|
|
14,800
|
|
|
1,248
|
|
|
1,241
|
|
||||
Plan amendments (a)
|
13,785
|
|
|
2,271
|
|
|
—
|
|
|
2,266
|
|
||||
Actuarial (gain) loss (b)
|
(53,451
|
)
|
|
29,338
|
|
|
(7,797
|
)
|
|
1,698
|
|
||||
Acquisitions
|
553,969
|
|
|
—
|
|
|
226
|
|
|
—
|
|
||||
Participant contributions
|
—
|
|
|
—
|
|
|
1,239
|
|
|
1,055
|
|
||||
Benefits paid
|
(9,149
|
)
|
|
(4,274
|
)
|
|
(2,528
|
)
|
|
(2,247
|
)
|
||||
Benefit obligation at plan year end
|
$
|
929,816
|
|
|
$
|
378,714
|
|
|
$
|
26,255
|
|
|
$
|
31,806
|
|
Accumulated benefit obligation portion of above
|
$
|
884,016
|
|
|
$
|
341,729
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Change in Fair Value of Plan Assets
|
|
|
|
|
|
|
|
||||||||
Plan assets at fair value at beginning of period
|
$
|
238,359
|
|
|
$
|
185,122
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Acquisitions
|
486,171
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Actual return on plan assets
|
26,555
|
|
|
21,527
|
|
|
—
|
|
|
—
|
|
||||
Company contributions
|
30,146
|
|
|
35,984
|
|
|
1,289
|
|
|
1,192
|
|
||||
Participant contributions
|
—
|
|
|
—
|
|
|
1,239
|
|
|
1,055
|
|
||||
Benefits paid
|
(9,149
|
)
|
|
(4,274
|
)
|
|
(2,528
|
)
|
|
(2,247
|
)
|
||||
Fair value of plan assets at plan year end
|
$
|
772,082
|
|
|
$
|
238,359
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
||||||||
Underfunded status
|
$
|
(157,734
|
)
|
|
$
|
(140,355
|
)
|
|
$
|
(26,255
|
)
|
|
$
|
(31,806
|
)
|
|
|
|
|
|
|
|
|
||||||||
Amounts Recognized in Statement of Financial Position
|
|
|
|
|
|
|
|
||||||||
Current liabilities
|
$
|
(832
|
)
|
|
$
|
(6,290
|
)
|
|
$
|
(1,231
|
)
|
|
$
|
(1,333
|
)
|
Noncurrent liabilities
|
(156,902
|
)
|
|
(134,065
|
)
|
|
(25,024
|
)
|
|
(30,473
|
)
|
||||
Accrued benefit recognized at December 31
|
$
|
(157,734
|
)
|
|
$
|
(140,355
|
)
|
|
$
|
(26,255
|
)
|
|
$
|
(31,806
|
)
|
Amounts Recognized in Accumulated Other Comprehensive (Income) Loss (Pre-Tax)
|
|
|
|
|
|
|
|
||||||||
Prior service cost
|
$
|
31,577
|
|
|
$
|
34,921
|
|
|
$
|
72
|
|
|
$
|
(353
|
)
|
Actuarial loss
|
26,742
|
|
|
90,057
|
|
|
1,472
|
|
|
9,759
|
|
||||
Total
|
$
|
58,319
|
|
|
$
|
124,978
|
|
|
$
|
1,544
|
|
|
$
|
9,406
|
|
(a)
|
In 2013, the United Steel Workers (USW) ratified a master labor agreement with PCA under which certain USW-represented employees will have their pension accruals frozen under PCA's hourly pension plan, resulting in most of the
$13.8 million
increase in benefit obligations.
|
(b)
|
The actuarial gain in 2013 is due primarily to an increase in the weighted average discount rate, while the discount rate decreased in 2012.
|
|
Pension Plans
|
|
Postretirement Plans
|
||||||||||||||||||||
|
Year Ended December 31
|
|
Year Ended December 31
|
||||||||||||||||||||
|
2013
|
|
2012
|
|
2011
|
|
2013
|
|
2012
|
|
2011
|
||||||||||||
Service cost
|
$
|
24,460
|
|
|
$
|
22,424
|
|
|
$
|
19,808
|
|
|
$
|
2,061
|
|
|
$
|
1,856
|
|
|
$
|
1,599
|
|
Interest cost
|
21,488
|
|
|
14,800
|
|
|
13,473
|
|
|
1,248
|
|
|
1,241
|
|
|
1,189
|
|
||||||
Expected return on plan assets
|
(21,345
|
)
|
|
(12,108
|
)
|
|
(13,544
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Net amortization of unrecognized amounts
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Prior service cost
|
6,222
|
|
|
5,993
|
|
|
5,782
|
|
|
(426
|
)
|
|
(419
|
)
|
|
(416
|
)
|
||||||
Actuarial loss
|
4,662
|
|
|
4,916
|
|
|
411
|
|
|
490
|
|
|
452
|
|
|
449
|
|
||||||
Curtailment loss (a)
|
10,908
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Net periodic benefit cost
|
$
|
46,395
|
|
|
$
|
36,025
|
|
|
$
|
25,930
|
|
|
$
|
3,373
|
|
|
$
|
3,130
|
|
|
$
|
2,821
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Changes in plan assets and benefit obligations recognized in other comprehensive (income) loss
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Actuarial net (gain) loss
|
$
|
(58,652
|
)
|
|
$
|
19,919
|
|
|
$
|
49,675
|
|
|
$
|
(7,798
|
)
|
|
$
|
1,698
|
|
|
$
|
754
|
|
Prior service credit
|
13,785
|
|
|
2,270
|
|
|
1,827
|
|
|
—
|
|
|
17
|
|
|
—
|
|
||||||
Amortization of actuarial loss
|
(4,662
|
)
|
|
(4,916
|
)
|
|
(411
|
)
|
|
(490
|
)
|
|
(452
|
)
|
|
(449
|
)
|
||||||
Amortization of prior service cost
|
(17,130
|
)
|
|
(5,993
|
)
|
|
(5,782
|
)
|
|
426
|
|
|
419
|
|
|
416
|
|
||||||
Total recognized in other comprehensive (income) loss (b)
|
(66,659
|
)
|
|
11,280
|
|
|
45,309
|
|
|
(7,862
|
)
|
|
1,682
|
|
|
721
|
|
||||||
Total recognized in net periodic benefit cost and other comprehensive (income) loss
|
$
|
(20,264
|
)
|
|
$
|
47,305
|
|
|
$
|
71,239
|
|
|
$
|
(4,489
|
)
|
|
$
|
4,812
|
|
|
$
|
3,542
|
|
(a)
|
PCA recognized curtailment losses in "Other expense, net" in the Consolidated Statements of Income for recent USW negotiations, resulting in the bifurcation of the active USW population between those grandfathered in the current formula (with continued accruals) and non-grandfathered in the current formula (frozen benefits at the contract date).
|
(b)
|
Accumulated losses in excess of 10% of the greater of the projected benefit obligation or the market-related value of assets will be recognized on a straight-line basis over the average remaining service period of active employees, which is between seven to ten years, to the extent that losses are not offset by gains in subsequent years. The estimated net loss and prior service cost that will be amortized from "Accumulated other comprehensive income (loss)" into pension expense in
2014
is
$7.1 million
.
|
|
Pension Plans
|
|
Postretirement Plans
|
||||||||
|
December 31
|
|
December 31
|
||||||||
|
2013
|
|
2012
|
|
2011
|
|
2013
|
|
2012
|
|
2011
|
Weighted-Average Assumptions Used to Determine Benefit Obligations at December 31
|
|
|
|
|
|
|
|
|
|
|
|
Discount rate
|
5.00%
|
|
4.25%
|
|
4.75%
|
|
4.85%
|
|
4.00%
|
|
4.50%
|
Rate of compensation increase
|
4.00%
|
|
4.00%
|
|
4.00%
|
|
N/A
|
|
N/A
|
|
N/A
|
Weighted-Average Assumptions Used to Determine Net Periodic Benefit Cost for the Years Ended December 31
|
|
|
|
|
|
|
|
|
|
|
|
Discount rate
|
4.57%
|
|
4.75%
|
|
5.50%
|
|
4.00%
|
|
4.50%
|
|
5.25%
|
Expected return on plan assets
|
6.53%
|
|
6.15%
|
|
7.75%
|
|
N/A
|
|
N/A
|
|
N/A
|
Rate of compensation increase
|
4.00%
|
|
4.00%
|
|
4.00%
|
|
N/A
|
|
N/A
|
|
N/A
|
|
2013
|
|
2012
|
|
2011
|
Health care cost trend rate assumed for next year
|
7.75%
|
|
8.00%
|
|
8.00%
|
Rate to which the cost trend rate is assumed to decline (the ultimate trend rate)
|
5.00%
|
|
5.00%
|
|
5.50%
|
Year that the rate reaches the ultimate trend rate
|
2020
|
|
2020
|
|
2016
|
|
1-Percentage
Point Increase
|
|
1-Percentage
Point Decrease
|
||||
Effect on postretirement benefit obligation
|
$
|
540
|
|
|
$
|
(483
|
)
|
Effect on net postretirement benefit cost
|
52
|
|
|
(45
|
)
|
|
Percentage
of Fair Value
|
||||
|
2013
|
|
2012
|
||
Debt securities
|
52
|
%
|
|
61
|
%
|
International equity securities
|
25
|
|
|
20
|
|
U.S. equity securities
|
21
|
|
|
16
|
|
Real estate securities
|
1
|
|
|
3
|
|
Other
|
1
|
%
|
|
—
|
%
|
|
Fair Value Measurements at December 31, 2013
|
||||||||||||||
Asset Category
|
Quoted Prices in Active Markets for Identical
Assets (Level 1) |
|
Significant Other Observable
Inputs (Level 2) |
|
Significant
Unobservable Inputs (Level 3) |
|
Total
|
||||||||
Short-term investments (a)
|
$
|
—
|
|
|
$
|
1,858
|
|
|
$
|
—
|
|
|
$
|
1,858
|
|
Mutual funds (b):
|
|
|
|
|
|
|
|
|
|
|
|
||||
U.S. large value
|
19,453
|
|
|
—
|
|
|
—
|
|
|
19,453
|
|
||||
U.S. large growth
|
17,217
|
|
|
—
|
|
|
—
|
|
|
17,217
|
|
||||
U.S. mid-cap value
|
3,135
|
|
|
—
|
|
|
—
|
|
|
3,135
|
|
||||
U.S. mid-cap growth
|
6,781
|
|
|
—
|
|
|
—
|
|
|
6,781
|
|
||||
Foreign large blend
|
45,159
|
|
|
—
|
|
|
—
|
|
|
45,159
|
|
||||
Diversified emerging markets
|
8,005
|
|
|
—
|
|
|
—
|
|
|
8,005
|
|
||||
Real estate
|
7,469
|
|
|
—
|
|
|
—
|
|
|
7,469
|
|
||||
Fixed income
|
54,366
|
|
|
—
|
|
|
—
|
|
|
54,366
|
|
||||
Common/collective trust funds (a):
|
|
|
|
|
|
|
|
||||||||
U.S. large-cap equity blend
|
—
|
|
|
87,862
|
|
|
—
|
|
|
87,862
|
|
||||
U.S. small and mid-cap equity blend
|
—
|
|
|
19,577
|
|
|
—
|
|
|
19,577
|
|
||||
Foreign large blend
|
—
|
|
|
126,653
|
|
|
—
|
|
|
126,653
|
|
||||
Diversified emerging markets
|
—
|
|
|
9,211
|
|
|
—
|
|
|
9,211
|
|
||||
Government bonds
|
—
|
|
|
35,603
|
|
|
—
|
|
|
35,603
|
|
||||
Corporate bonds
|
—
|
|
|
77,256
|
|
|
—
|
|
|
77,256
|
|
||||
U.S. small blend
|
—
|
|
|
6,777
|
|
|
—
|
|
|
6,777
|
|
||||
Fixed income
|
—
|
|
|
234,445
|
|
|
—
|
|
|
234,445
|
|
||||
Private equity securities (c)
|
—
|
|
|
—
|
|
|
9,904
|
|
|
9,904
|
|
||||
Total securities at fair value
|
$
|
161,585
|
|
|
$
|
599,242
|
|
|
$
|
9,904
|
|
|
$
|
770,731
|
|
Receivables and accrued expenses
|
|
|
|
|
|
|
1,351
|
|
|||||||
Total fair value of plan assets
|
|
|
|
|
|
|
$
|
772,082
|
|
|
Fair Value Measurements at December 31, 2012
|
||||||||||||||
Asset Category
|
Quoted Prices in Active Markets for Identical
Assets (Level 1) |
|
Significant Other Observable
Inputs (Level 2) |
|
Significant
Unobservable Inputs (Level 3) |
|
Total
|
||||||||
Short-term investments (a)
|
$
|
—
|
|
|
$
|
394
|
|
|
$
|
—
|
|
|
$
|
394
|
|
Mutual funds (b):
|
|
|
|
|
|
|
|
||||||||
U.S. large value
|
15,021
|
|
|
—
|
|
|
—
|
|
|
15,021
|
|
||||
U.S. large growth
|
12,029
|
|
|
—
|
|
|
—
|
|
|
12,029
|
|
||||
U.S. mid-cap value
|
2,481
|
|
|
—
|
|
|
—
|
|
|
2,481
|
|
||||
U.S. mid-cap growth
|
4,734
|
|
|
—
|
|
|
—
|
|
|
4,734
|
|
||||
Foreign large blend
|
39,204
|
|
|
—
|
|
|
—
|
|
|
39,204
|
|
||||
Diversified emerging markets
|
7,722
|
|
|
—
|
|
|
—
|
|
|
7,722
|
|
||||
Real estate
|
6,881
|
|
|
—
|
|
|
—
|
|
|
6,881
|
|
||||
Fixed income
|
48,699
|
|
|
—
|
|
|
—
|
|
|
48,699
|
|
||||
Common/collective trust funds (a):
|
|
|
|
|
|
|
|
||||||||
Government bonds
|
—
|
|
|
29,644
|
|
|
—
|
|
|
29,644
|
|
||||
Corporate bonds
|
—
|
|
|
66,517
|
|
|
—
|
|
|
66,517
|
|
||||
U.S. small blend
|
—
|
|
|
5,033
|
|
|
—
|
|
|
5,033
|
|
||||
Total fair value of plan assets
|
$
|
136,771
|
|
|
$
|
101,588
|
|
|
$
|
—
|
|
|
$
|
238,359
|
|
(a)
|
Investments in common/collective trust funds valued using NAV provided by the administrator of the funds. We use NAV as a practical expedient to fair value. The NAV is based on the value of the underlying assets owned by the fund, minus its liabilities, and then divided by the number of units outstanding. While the underlying assets are actively traded on an exchange, the funds are not. There are currently no redemption restrictions on these investments. There are certain funds with one-day redeemable notice.
|
(b)
|
Investments in mutual funds valued at quoted market values on the last business day of the fiscal year.
|
(c)
|
Investments in this category are invested in the Pantheon Global Secondary Fund IV, LP. The fund specializes in investments in the private equity secondary market and occasionally directly in private companies to maximize capital growth. Fund investments are carried at fair value as determined quarterly using the market approach to estimate the fair value of private investments. The market approach utilizes prices and other relevant information generated by market transactions, type of security, size of the position, degree of liquidity, restrictions on the disposition, latest round of financing data, current financial position, and operating results, among other factors. In circumstances where fair values are not provided with respect to any of the company's fund investments, the investment advisor will seek to determine the fair value of such investments based on information provided by the general partners or managers of such funds or from other sources. Audited financial statements are provided by fund management annually. Notwithstanding the above, the variety of valuation bases adopted and quality of management data of the ultimate underlying investee companies means that there are inherent difficulties in determining the value of the investments. Amounts realized on the sale of these investments may differ from the calculated values. Boise had originally committed to a
$15.0 million
investment, with
$6.2 million
of the commitment unfunded at
December 31, 2013
.
|
|
2013
|
||
Balance, beginning of year
|
$
|
—
|
|
Acquisitions
|
8,479
|
|
|
Purchases
|
975
|
|
|
Sales
|
—
|
|
|
Unrealized gain
|
450
|
|
|
Balance, end of year
|
$
|
9,904
|
|
|
Pension Plans
|
|
Postretirement
Plans
|
||||
2014
|
$
|
30,551
|
|
|
$
|
1,231
|
|
2015
|
34,304
|
|
|
1,287
|
|
||
2016
|
38,027
|
|
|
1,369
|
|
||
2017
|
42,020
|
|
|
1,523
|
|
||
2018
|
45,759
|
|
|
1,665
|
|
||
2019 - 2023
|
281,889
|
|
|
10,150
|
|
|
Net Gain
(Loss) Recognized in Accumulated OCI (Effective Portion) December 31 |
||||||
|
2013
|
|
2012
|
||||
Treasury locks, net of tax
|
$
|
(28,191
|
)
|
|
$
|
(31,651
|
)
|
Foreign currency exchange contracts, net of tax
|
(371
|
)
|
|
(392
|
)
|
||
Total
|
$
|
(28,562
|
)
|
|
$
|
(32,043
|
)
|
|
Gain (Loss) Reclassified
from Accumulated OCI into Income (Effective Portion) Year Ended December 31 |
||||||||||
Location
|
2013
|
|
2012
|
|
2011
|
||||||
Amortization of treasury locks (included in interest expense, net)
|
$
|
(5,655
|
)
|
|
$
|
435
|
|
|
$
|
1,846
|
|
Amortization of foreign currency forward contracts (included in cost of sales)
|
(34
|
)
|
|
(34
|
)
|
|
(7
|
)
|
|
Shares
|
|
Weighted Average Price Per Share
|
|
Total
|
|||||
2011
|
4,824,021
|
|
|
$
|
25.51
|
|
|
$
|
123,077
|
|
2012
|
1,507,659
|
|
|
29.96
|
|
|
45,162
|
|
||
2013
|
171,263
|
|
|
45.54
|
|
|
7,799
|
|
|
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, 2012
|
$
|
—
|
|
|
$
|
(31,651
|
)
|
|
$
|
(392
|
)
|
|
$
|
(81,999
|
)
|
|
$
|
(114,042
|
)
|
Other comprehensive income before reclassifications, net of tax
|
(136
|
)
|
|
—
|
|
|
—
|
|
|
32,264
|
|
|
32,128
|
|
|||||
Amounts reclassified from AOCI, net of tax
|
—
|
|
|
3,460
|
|
|
21
|
|
|
13,409
|
|
|
16,890
|
|
|||||
Net current-period other comprehensive income
|
(136
|
)
|
|
3,460
|
|
|
21
|
|
|
45,673
|
|
|
49,018
|
|
|||||
Balance at December 31, 2013
|
$
|
(136
|
)
|
|
$
|
(28,191
|
)
|
|
$
|
(371
|
)
|
|
$
|
(36,326
|
)
|
|
$
|
(65,024
|
)
|
|
|
Amounts Reclassified from AOCI
Year Ended December 31
|
|
|
||||||
Details about AOCI Components
|
|
2013
|
|
2012
|
|
Affected Line Item in the Statement Where Net Income is Presented
|
||||
Unrealized loss on treasury locks, net
|
|
$
|
(5,655
|
)
|
|
$
|
(2,988
|
)
|
|
See (a) below
|
|
|
2,195
|
|
|
1,167
|
|
|
Tax benefit
|
||
|
|
$
|
(3,460
|
)
|
|
$
|
(1,821
|
)
|
|
Net of tax
|
|
|
|
|
|
|
|
||||
Unrealized loss on foreign exchange contracts
|
|
$
|
(34
|
)
|
|
$
|
(34
|
)
|
|
See (b) below
|
|
|
13
|
|
|
13
|
|
|
Tax benefit
|
||
|
|
$
|
(21
|
)
|
|
$
|
(21
|
)
|
|
Net of tax
|
|
|
|
|
|
|
|
||||
Unfunded employee benefit obligations
|
|
|
|
|
|
|
||||
Amortization of prior service costs
|
|
$
|
(16,704
|
)
|
|
$
|
(5,575
|
)
|
|
See (c) below
|
Amortization of actuarial gains / (losses)
|
|
(5,197
|
)
|
|
(5,368
|
)
|
|
See (c) below
|
||
|
|
(21,901
|
)
|
|
(10,943
|
)
|
|
Total before tax
|
||
|
|
8,492
|
|
|
4,254
|
|
|
Tax benefit
|
||
|
|
$
|
(13,409
|
)
|
|
$
|
(6,689
|
)
|
|
Net of tax
|
(a)
|
This AOCI component is included in interest expense, net. See Note
11
,
Derivative Instruments and Hedging Activities
, for additional information.
|
(c)
|
These AOCI components are included in the computation of net pension and postretirement benefit costs. See Note
10
,
Employee Benefit Plans and Other Postretirement Benefits
, for additional information.
|
|
Year Ended December 31
|
||||||
|
2013
|
|
2012
|
||||
Asset retirement obligation at beginning of period
|
$
|
5,145
|
|
|
$
|
5,095
|
|
Acquisition
|
23,841
|
|
|
—
|
|
||
Liabilities incurred
|
3,164
|
|
|
—
|
|
||
Accretion expense
|
275
|
|
|
50
|
|
||
Revisions in estimated cash flows
|
(378
|
)
|
|
—
|
|
||
Asset retirement obligation at end of period
|
$
|
32,047
|
|
|
$
|
5,145
|
|
|
December 31,
|
||||||
|
2013
|
|
2012
|
||||
Compensation and benefits
|
$
|
130,455
|
|
|
$
|
71,246
|
|
Medical insurance and workers’ compensation
|
26,399
|
|
|
18,448
|
|
||
Customer volume discounts and rebates
|
11,436
|
|
|
13,365
|
|
||
Franchise, property, sales and use taxes
|
20,232
|
|
|
9,337
|
|
||
Asset retirement obligations
|
4,002
|
|
|
—
|
|
||
Severance
|
8,172
|
|
|
—
|
|
||
Other
|
13,362
|
|
|
10,300
|
|
||
Total
|
$
|
214,058
|
|
|
$
|
122,696
|
|
|
Year Ended December 31
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
Integration-related and other costs
|
$
|
17,430
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Acquisition-related costs
|
17,240
|
|
|
—
|
|
|
—
|
|
|||
Pension curtailment charges
|
10,908
|
|
|
—
|
|
|
—
|
|
|||
Asset disposals and write-offs
|
13,192
|
|
|
10,821
|
|
|
12,726
|
|
|||
Other
|
208
|
|
|
968
|
|
|
(2,003
|
)
|
|||
Total
|
$
|
58,978
|
|
|
$
|
11,789
|
|
|
$
|
10,723
|
|
|
Year Ended December 31
|
||||||||||
2013
|
|
2012
|
|
2011
|
|||||||
|
|
|
|
|
|
||||||
Packaging sales
|
$
|
3,431.7
|
|
|
$
|
2,843.9
|
|
|
$
|
2,620.1
|
|
|
|
|
|
|
|
||||||
Paper sales
|
|
|
|
|
|
||||||
White papers
|
207.0
|
|
|
—
|
|
|
—
|
|
|||
Market pulp
|
9.9
|
|
|
—
|
|
|
—
|
|
|||
|
216.9
|
|
|
—
|
|
|
—
|
|
|||
|
|
|
|
|
|
||||||
Corporate and Other
|
16.7
|
|
|
—
|
|
|
—
|
|
|||
|
$
|
3,665.3
|
|
|
$
|
2,843.9
|
|
|
$
|
2,620.1
|
|
|
|
Sales, net
|
|
Operating Income (Loss)
|
|
Depreciation,
Amortization, and Depletion |
|
Capital
Expenditures (k) |
|
Assets
|
||||||||||||||||||
Year Ended December 31, 2013 (a)
|
|
Trade
|
|
Inter-
segment |
|
Total
|
|
|
|
|
||||||||||||||||||
Packaging
|
|
$
|
3,431.3
|
|
|
$
|
0.4
|
|
|
$
|
3,431.7
|
|
|
$
|
545.9
|
|
(b)
|
$
|
190.2
|
|
|
$
|
222.2
|
|
|
$
|
3,916.7
|
|
Paper
|
|
216.9
|
|
|
—
|
|
|
216.9
|
|
|
13.5
|
|
(c)
|
9.1
|
|
|
10.0
|
|
|
938.4
|
|
|||||||
Corporate and Other
|
|
17.1
|
|
|
28.0
|
|
|
45.1
|
|
|
(85.8
|
)
|
(d)
|
2.5
|
|
|
2.2
|
|
|
344.9
|
|
|||||||
Intersegment eliminations
|
|
—
|
|
|
(28.4
|
)
|
|
(28.4
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
|
|
$
|
3,665.3
|
|
|
$
|
—
|
|
|
$
|
3,665.3
|
|
|
473.6
|
|
|
$
|
201.8
|
|
|
$
|
234.4
|
|
|
$
|
5,200.0
|
|
|
Interest expense, net
|
|
|
|
|
|
|
|
(58.3
|
)
|
(e)
|
|
|
|
|
|
|||||||||||||
Income before taxes
|
|
|
|
|
|
|
|
$
|
415.3
|
|
|
|
|
|
|
|
|
|
Sales, net
|
|
Operating Income (Loss)
|
|
Depreciation,
Amortization, and Depletion |
|
Capital
Expenditures (k) |
|
Assets
|
||||||||||||||||||
Year Ended December 31, 2012
|
|
Trade
|
|
Inter-
segment |
|
Total
|
|
|
|
|
||||||||||||||||||
Packaging
|
|
$
|
2,843.9
|
|
|
$
|
—
|
|
|
$
|
2,843.9
|
|
|
$
|
389.7
|
|
(f)
|
$
|
169.4
|
|
|
$
|
127.8
|
|
|
$
|
2,131.1
|
|
Paper
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Corporate and Other
|
|
—
|
|
|
—
|
|
|
—
|
|
|
53.7
|
|
(g)
|
1.4
|
|
|
0.7
|
|
|
322.7
|
|
|||||||
Intersegment eliminations
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
|
|
$
|
2,843.9
|
|
|
$
|
—
|
|
|
$
|
2,843.9
|
|
|
443.4
|
|
|
$
|
170.8
|
|
|
$
|
128.5
|
|
|
$
|
2,453.8
|
|
|
Interest expense, net
|
|
|
|
|
|
|
|
(62.9
|
)
|
(h)
|
|
|
|
|
|
|||||||||||||
Income before taxes
|
|
|
|
|
|
|
|
$
|
380.6
|
|
|
|
|
|
|
|
|
|
Sales, net
|
|
Operating Income (Loss)
|
|
Depreciation,
Amortization, and Depletion |
|
Capital
Expenditures (k) |
|
Assets
|
||||||||||||||||
Year Ended December 31, 2011
|
|
Trade
|
|
Inter-
segment |
|
Total
|
|
|
|
|
||||||||||||||||
Packaging
|
|
$
|
2,620.1
|
|
|
—
|
|
|
$
|
2,620.1
|
|
|
309.9
|
|
(i)
|
$
|
162.9
|
|
|
$
|
280.2
|
|
|
$
|
2,165.7
|
|
Paper
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Corporate and Other
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(37.2
|
)
|
(j)
|
0.7
|
|
|
—
|
|
|
246.8
|
|
|||||
Intersegment eliminations
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
|
|
$
|
2,620.1
|
|
|
—
|
|
|
$
|
2,620.1
|
|
|
272.7
|
|
|
$
|
163.6
|
|
|
$
|
280.2
|
|
|
$
|
2,412.5
|
|
Interest expense, net
|
|
|
|
|
|
|
|
(29.2
|
)
|
|
|
|
|
|
|
|||||||||||
Income before taxes
|
|
|
|
|
|
|
|
243.5
|
|
|
|
|
|
|
|
(a)
|
On
October 25, 2013
, we acquired Boise. The 2013 results include Boise for the period of October 25 through
December 31, 2013
.
|
(b)
|
Includes
$18.0 million
of expense for the acquisition inventory step-up and
$1.4 million
of integration-related and other costs incurred in connection with the acquisition of Boise in fourth quarter 2013.
|
(c)
|
Includes
$3.5 million
of expense for acquisition inventory step-up and
$1.9 million
of income for integration-related and other costs.
|
(d)
|
Includes
$17.2 million
of acquisition-related costs and
$17.9 million
of integration-related and other costs.
|
(e)
|
Includes
$10.5 million
of expenses for financing the acquisition and
$1.1 million
of expense for the write-off of deferred financing costs.
|
(f)
|
Includes
$2.0 million
of plant closure charges.
|
(g)
|
Includes
$95.5 million
of income related to the increase in gallons claimed as alternative fuel mixture credits on the Company's amended 2009 tax return. See Note
6
,
Alternative Energy Tax Credits
, for more information.
|
(h)
|
Includes
$24.8 million
of debt refinancing charges, including the
$21.3 million
redemption premium, the
$3.4 million
charge to settle the treasury lock prior to its maturity, and
$0.1 million
of other items.
|
(i)
|
Includes
$7.4 million
of charges related to energy project disposals.
|
(j)
|
Includes
$1.6 million
of income from an adjustment to our medical benefits reserve.
|
(k)
|
Includes "Expenditures for property and equipment" and excludes cash used for "Acquisition of businesses and facilities, net of cash acquired" as reported on our Consolidated Statements of Cash Flows.
|
2014
|
$
|
56,492
|
|
2015
|
45,818
|
|
|
2016
|
34,392
|
|
|
2017
|
23,872
|
|
|
2018
|
17,034
|
|
|
Thereafter
|
73,647
|
|
|
Total
|
$
|
251,255
|
|
|
Year Ended December 31
|
||||||
|
2013
|
|
2012
|
||||
Buildings
|
$
|
250
|
|
|
$
|
250
|
|
Machinery and equipment
|
28,526
|
|
|
28,526
|
|
||
Total
|
28,776
|
|
|
28,776
|
|
||
Less accumulated amortization
|
(8,676
|
)
|
|
(6,845
|
)
|
||
Total
|
$
|
20,100
|
|
|
$
|
21,931
|
|
2014
|
$
|
2,654
|
|
2015
|
2,654
|
|
|
2016
|
2,654
|
|
|
2017
|
2,654
|
|
|
2018
|
2,654
|
|
|
Thereafter
|
25,874
|
|
|
Total minimum capital lease payments
|
39,144
|
|
|
Less amounts representing interest
|
(14,240
|
)
|
|
Present value of net minimum capital lease payments
|
24,904
|
|
|
Less current maturities of capital lease obligations
|
(1,030
|
)
|
|
Total long-term capital lease obligations
|
$
|
23,874
|
|
2014
|
$
|
120,971
|
|
2015
|
54,757
|
|
|
2016
|
14,840
|
|
|
2017
|
3,017
|
|
|
2018
|
2,545
|
|
|
Thereafter
|
11,536
|
|
|
Total
|
$
|
207,666
|
|
21
.
|
Quarterly Results of Operations
(unaudited, dollars in thousands, except per-share and stock price information)
|
|
Fiscal Quarter
|
||||||||||||||||||
2013:
|
First
|
|
Second (a)
|
|
Third (b)
|
|
Fourth (c)
|
|
Total
|
||||||||||
Net sales
|
$
|
755,207
|
|
|
$
|
800,230
|
|
|
$
|
845,440
|
|
|
$
|
1,264,431
|
|
|
$
|
3,665,308
|
|
Gross profit
|
182,492
|
|
|
192,323
|
|
|
226,777
|
|
|
257,595
|
|
|
859,187
|
|
|||||
Income from operations
|
103,246
|
|
|
107,270
|
|
|
141,960
|
|
|
121,131
|
|
|
473,607
|
|
|||||
Net income
|
60,613
|
|
|
64,465
|
|
|
84,180
|
|
|
227,025
|
|
|
436,283
|
|
|||||
Basic earnings per share
|
0.63
|
|
|
0.67
|
|
|
0.87
|
|
|
2.35
|
|
|
4.52
|
|
|||||
Diluted earnings per share
|
0.62
|
|
|
0.66
|
|
|
0.86
|
|
|
2.33
|
|
|
4.47
|
|
|||||
Stock price - high
|
44.93
|
|
|
50.78
|
|
|
61.32
|
|
|
64.39
|
|
|
64.39
|
|
|||||
Stock price - low
|
37.86
|
|
|
42.36
|
|
|
48.45
|
|
|
55.66
|
|
|
37.86
|
|
|||||
|
Fiscal Quarter
|
||||||||||||||||||
2012:
|
First (d)
|
|
Second (e)
|
|
Third (e)
|
|
Fourth (f)
|
|
Total
|
||||||||||
Net sales
|
$
|
671,357
|
|
|
$
|
712,468
|
|
|
$
|
723,473
|
|
|
$
|
736,579
|
|
|
$
|
2,843,877
|
|
Gross profit
|
145,135
|
|
|
158,015
|
|
|
163,102
|
|
|
174,339
|
|
|
640,591
|
|
|||||
Income from operations
|
169,110
|
|
|
83,858
|
|
|
92,072
|
|
|
98,419
|
|
|
443,459
|
|
|||||
Net income
|
17,844
|
|
|
45,154
|
|
|
39,791
|
|
|
61,031
|
|
|
163,820
|
|
|||||
Basic earnings per share
|
0.18
|
|
|
0.47
|
|
|
0.41
|
|
|
0.63
|
|
|
1.70
|
|
|||||
Diluted earnings per share
|
0.18
|
|
|
0.46
|
|
|
0.41
|
|
|
0.63
|
|
|
1.68
|
|
|||||
Stock price - high
|
30.62
|
|
|
29.80
|
|
|
36.68
|
|
|
38.67
|
|
|
38.67
|
|
|||||
Stock price - low
|
24.82
|
|
|
25.77
|
|
|
27.59
|
|
|
33.89
|
|
|
24.82
|
|
(a)
|
Includes a
$7.8 million
non-cash pension curtailment charge
(
$5.0 million
after tax or
$0.05
per diluted share
)
.
|
(b)
|
Includes a
$3.1 million
non-cash pension curtailment charge (
$2.0 million
after tax or
$0.02
per diluted share),
$1.5 million
of acquisition-related costs (
$1.0 million
after tax or
$0.01
per diluted share), and
$2.7 million
of acquisition-related financing costs (
$1.8 million
after tax or
$0.02
per diluted share).
|
(c)
|
Includes Boise's results for the period of October 25, 2013, through December 31, 2013. The quarter also includes
$166.0 million
of income tax benefits from the reversal of the reserves for unrecognized tax benefits from alternative energy tax credits (
$1.70
per diluted share), partially offset by
$21.5 million
of expense for the acquisition inventory step-up (
$13.6 million
after tax or
$0.14
per diluted share),
$15.8 million
of acquisition-related costs (
$10.0 million
after tax or
$0.10
per diluted share),
$8.9 million
of acquisition-related financing costs (
$5.6 million
after tax or
$0.06
per diluted share), and
$17.4 million
of integration-related and other costs (
$11.0 million
after tax or
$0.11
per diluted share).
|
(d)
|
During the first quarter of 2012, PCA amended its 2009 federal income tax return to reduce the gallons claimed as cellulosic biofuel producer credits previously recorded as a tax benefit and to increase those gallons claimed as alternative fuel mixture credits previously recorded as income. The increase in gallons claimed as alternative fuel mixture credits resulted in income of
$95.5 million
. The decrease in gallons claimed as cellulosic biofuel producer credits resulted in a decrease in tax benefits of
$118.5 million
, for a total decrease in net income of
$23.0 million
(
$0.24
per diluted share).
|
(e)
|
The second and third quarters of 2012 include debt refinancing charges of
$3.7 million
(
$2.5 million
after tax or
$0.03
per diluted share) and
$21.1 million
(
$13.5 million
after tax or
$0.14
per diluted share), respectively.
|
(f)
|
Includes
$3.4 million
of income from state income tax adjustment
s (
$0.03
per diluted share), partially offset by
$2.0 million
of plant closure charges (
$1.4 million
after tax or
$0.01
per diluted share).
|
Item 9.
|
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
|
Item 9A.
|
CONTROLS AND PROCEDURES
|
Item 9B.
|
OTHER INFORMATION
|
Item 10.
|
DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE
|
•
|
Information regarding PCA’s directors included under the caption “Election of Directors”
|
•
|
Information regarding PCA’s Audit Committee and financial experts included under the caption “Election of Directors - Audit Committee”
|
•
|
Information regarding PCA’s code of ethics included under the caption “Election of Directors - Code of Ethics”
|
•
|
Information regarding PCA’s stockholder nominating procedures included under the captions “Election of Directors - Nominating and Governance Committee,” “Other Information - Recommendations for Board - Nominated Director Nominees,” and “Other Information - Procedures for Nominating Directors or Bringing Business Before the 2014 Annual Meeting”
|
•
|
Information regarding compliance with Section 16(a) of the Securities Exchange Act of 1934 included under the caption “Section 16(a) Beneficial Ownership Reporting Compliance”
|
Item 11.
|
EXECUTIVE COMPENSATION
|
Item 12.
|
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
|
|
Column
|
||||||||
|
A
|
|
B
|
|
C
|
||||
Plan Category
|
Number of Securities to Be Issued Upon Exercise of Outstanding Options, Warrants, and Rights (a)
|
|
Weighted Average Exercise Price of
Outstanding Options, Warrants, and Rights
|
|
Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column A)
|
||||
Equity compensation plans approved by securityholders
|
151,945
|
|
|
$
|
24.61
|
|
|
2,140,954
|
|
Equity compensation plans not approved by securityholders
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
Total
|
151,945
|
|
|
$
|
24.61
|
|
|
2,140,954
|
|
(a)
|
Does not include 1,534,294 shares of unvested restricted stock and performance units granted pursuant to our Amended and Restated 1999 Long-Term Equity Incentive Plan.
|
Item 13.
|
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
|
Item 14.
|
PRINCIPAL ACCOUNTING FEES AND SERVICES
|
Item 15.
|
EXHIBITS, FINANCIAL STATEMENT SCHEDULES
|
Description
|
Balance
Beginning of
Year
|
|
Acquired Reserves
|
|
Charged
to
Expenses
|
|
Deductions
|
|
Balance
End of
Year
|
||||||||||
Year ended December 31, 2013:
|
|
|
|
|
|
|
|
|
|
||||||||||
Deducted from assets accounts:
|
|
|
|
|
|
|
|
|
|
||||||||||
Allowance for doubtful accounts
|
$
|
1,909
|
|
|
$
|
—
|
|
|
$
|
2,812
|
|
|
$
|
(821
|
)
|
(a)
|
$
|
3,900
|
|
Reserve for customer deductions
|
3,444
|
|
|
3,369
|
|
|
39,510
|
|
|
(39,656
|
)
|
(b)
|
6,667
|
|
|||||
Deferred tax asset valuation allowance
|
—
|
|
|
2,715
|
|
|
—
|
|
|
—
|
|
|
2,715
|
|
|||||
Total
|
$
|
5,353
|
|
|
$
|
6,084
|
|
|
$
|
42,322
|
|
|
$
|
(40,477
|
)
|
|
$
|
13,282
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Year ended December 31, 2012:
|
|
|
|
|
|
|
|
|
|
||||||||||
Deducted from assets accounts:
|
|
|
|
|
|
|
|
|
|
||||||||||
Allowance for doubtful accounts
|
$
|
1,906
|
|
|
$
|
—
|
|
|
$
|
1,043
|
|
|
$
|
(1,040
|
)
|
(a)
|
$
|
1,909
|
|
Reserve for customer deductions
|
3,128
|
|
|
—
|
|
|
31,045
|
|
|
(30,729
|
)
|
(b)
|
3,444
|
|
|||||
Total
|
$
|
5,034
|
|
|
$
|
—
|
|
|
$
|
32,088
|
|
|
$
|
(31,769
|
)
|
|
$
|
5,353
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Year ended December 31, 2011:
|
|
|
|
|
|
|
|
|
|
||||||||||
Deducted from assets accounts:
|
|
|
|
|
|
|
|
|
|
||||||||||
Allowance for doubtful accounts
|
$
|
2,493
|
|
|
$
|
—
|
|
|
$
|
143
|
|
|
$
|
(730
|
)
|
(a)
|
$
|
1,906
|
|
Reserve for customer deductions
|
2,920
|
|
|
—
|
|
|
30,009
|
|
|
(29,801
|
)
|
(b)
|
3,128
|
|
|||||
Total
|
$
|
5,413
|
|
|
$
|
—
|
|
|
$
|
30,152
|
|
|
$
|
(30,531
|
)
|
|
$
|
5,034
|
|
(a)
|
Consists primarily of uncollectable accounts written off, net of recoveries, during the year.
|
(b)
|
Consists primarily of discounts taken by customers during the year.
|
Exhibit
Number
|
|
Description
|
2.1
|
|
Contribution Agreement, dated as of January 25, 1999, among Pactiv Corporation (formerly known as Tenneco Packaging Inc.) (“Pactiv”), PCA Holdings LLC (“PCA Holdings”) and Packaging Corporation of America (“PCA”). (Incorporated herein by reference to Exhibit 2.1 to PCA’s registration Statement on Form S-4, Registration No. 333-79511).
|
2.2
|
|
Letter Agreement Amending the Contribution Agreement, dated as of April 12, 1999, among Pactiv, PCA Holdings and PCA. (Incorporated herein by reference to Exhibit 2.2 to PCA’s Registration Statement on Form S-4, Registration No. 333-79511).
|
2.3
|
|
Agreement and Plan of Merger, dated September 16, 2013, between PCA, Bee Acquisition Corp. and Boise, Inc. (Incorporated herein by reference to Exhibit 2.1 to PCA’s Current Report on Form 8-K filed September 17, 2013, File No. 1-15399). PCA will furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon request; provided, however, that PCA may request confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended, for any schedule or exhibit so furnished.
|
3.1
|
|
Restated Certificate of Incorporation of PCA. (Incorporated herein by reference to Exhibit 3.1 to PCA’s Registration Statement on Form S-4, Registration No. 333-79511).
|
3.2
|
|
Certificate of Amendment to Restated Certificate of Incorporation of PCA. (Incorporated herein by reference to Exhibit 3.2 to PCA’s Registration Statement on Form S-4, Registration No. 333-109437.)
|
3.3
|
|
Amended and Restated By-laws of PCA. (Incorporated herein by reference to Exhibit 3.1 to PCA’s Current Report on Form 8-K filed December 7, 2012, File No. 1-15399.)
|
4.1
|
|
Form of certificate representing shares of common stock. (Incorporated herein by reference to Exhibit 4.9 to PCA’s Registration Statement on Form S-1, Registration No. 333-86963.)
|
4.2
|
|
Indenture, dated as of July 21, 2003, between PCA and U.S. Bank National Association. (Incorporated herein by reference to Exhibit 4.2 to PCA’s Quarterly Report on Form 10-Q for the period ended June 30, 2003, File No. 1-15399.)
|
4.3
|
|
First Supplemental Indenture, dated as of July 21, 2003, between PCA and U.S. Bank National Association. (Incorporated herein by reference to Exhibit 4.3 to PCA’s Quarterly Report on Form 10-Q for the period ended June 30, 2003, File No. 1-15399.)
|
4.4
|
|
Form of Rule 144A Global Note. (Incorporated herein by reference to Exhibit 4.5 to PCA’s Quarterly Report on Form 10-Q for the period ended June 30, 2003, File No. 1-15399.)
|
4.5
|
|
Officers’ Certificate, dated March 25, 2008, pursuant to Section 301 of the Indenture filed herewith as Exhibit 4.2 (Incorporated herein by reference to Exhibit 4.1 to PCA’s Current Report on Form 8-K filed March 25, 2008, File No. 1-15399.)
|
4.6
|
|
6.50% Senior Notes due 2018. (Incorporated herein by reference to Exhibit 4.2 to PCA’s Current Report on Form 8-K filed March 25, 2008, File No. 1-15399.)
|
4.7
|
|
Officers’ Certificate and 3.90% Senior Notes due 2022. (Incorporated herein by reference to Exhibit 4.2 to PCA’s Current Report on Form 8-K filed June 26, 2012, File No. 1-15399.)
|
4.8
|
|
Officers’ Certificate, dated as of October 22, 2013, pursuant to Section 301 of the Indenture filed herewith as Exhibit 4.2. (Incorporated herein by reference to Exhibit 4.1 to PCA’s Current Report on Form 8-K filed October 22, 2013, File No 1-15399.)
|
4.9
|
|
4.500% Senior Notes due 2023. (Incorporated herein by reference to Exhibit 4.2 to PCA’s Current Report on Form 8-K filed October 22, 2013, File No 1-15399.)
|
10.1
|
|
Credit Agreement, dated as of October 18, 2013, by and among PCA and the lenders and agents named therein. (Incorporated herein by reference to Exhibit 10.1 to PCA’s Current Report on Form 8-K filed October 22, 2013, File No. 1-15399, which incorporates by reference Exhibit (b)(2) to Amendment No. 6 to PCA’s Schedule filed October 21, 2013).
|
10.2
|
|
Packaging Corporation of America Thrift Plan for Hourly Employees and First Amendment of Packaging Corporation of America Thrift Plan for Hourly Employees, effective February 1, 2000. (Incorporated herein by reference to Exhibit 4.5 to PCA’s Registration Statement on Form S-8, Registration No. 333-33176.)*
|
10.3
|
|
Packaging Corporation of America Retirement Savings Plan, effective February 1, 2000. (Incorporated herein by reference to Exhibit 4.6 to PCA’s Registration Statement on Form S-8, Registration No. 333-33176.)*
|
10.4
|
|
Form of Stock Option Agreement for employees under the Amended and Restated 1999 Long-term Equity Incentive Plan. (Incorporated herein by reference to Exhibit 10.1 to PCA’s Current Report on Form 8-K, dated March 14, 2006, File No. 1-15399.)*
|
10.5
|
|
Form of Restricted Stock Award Agreement for employees and non-employee directors under the Amended and Restated 1999 Long-term Equity Incentive Plan. (Incorporated herein by reference to Exhibit 10.3 to PCA’s Current Report on Form 8-K, filed March 14, 2006, File No. 1-15399.)*
|
10.6
|
|
Packaging Corporation of America Supplemental Executive Retirement Plan, as Amended and Restated Effective as of January 1, 2005. (Incorporated herein by reference to Exhibit 10.31 to PCA’s Annual Report on Form 10-K for the year ended December 31, 2006, File No. 1-15399.)*
|
10.7
|
|
Packaging Corporation of America Deferred Compensation Plan, effective as of January 1, 2009. (Incorporated herein by reference to Exhibit 10.15 to PCA’s Annual Report on Form 10-K for the year ended December 31, 2008, File No. 1-15399.)*
|
10.8
|
|
Packaging Corporation of America Amended and Restated Executive Incentive Compensation Plan, effective as of February 28, 2007. (Incorporated herein by reference to Exhibit 10.32 to PCA’s Annual Report on Form 10-K for the year ended December 31, 2006, File No. 1-15399.)*
|
10.9
|
|
First Amendment of Packaging Corporation of America Supplemental Executive Retirement Plan, effective as of January 1, 2008. (Incorporated herein by reference to Exhibit 10.17 to PCA’s Annual Report on Form 10-K for the year ended December 31, 2008, file No. 1-15399.)*
|
10.10
|
|
Amended and Restated 1999 Long-Term Equity Incentive Plan, effective as of May 1, 2013. (Incorporated herein by reference to Appendix A to PCA’s Definitive Proxy Statement on Schedule 14A, filed with the SEC on March 22, 2013, File No 1-15399.)*
|
10.11
|
|
PCA Performance Incentive Plan, effective as of May 11, 2010. (Incorporated herein by reference to Appendix A to PCA’s Definitive Proxy Statement on Schedule 14A, filed with the SEC on March 30, 2010, File No. 1-15399.)*
|
10.12
|
|
Agreement, dated June 24, 2013, between Packaging Corporation of America and Paul T. Stecko. (Incorporated herein by reference to Exhibit 10.1 to PCA’s Current Report on Form 8-K, filed June 27, 2013, File No. 1-15399.)*
|
10.13
|
|
Form of Restricted Stock Award Agreement for February 22, 2011 Retention Awards to Mark W. Kowlzan and Thomas A. Hassfurther. (Incorporated herein by reference to Exhibit 10.22 to PCA’s Annual Report on Form 10-K for the year ended December 31, 2010, File No. 1-15399.)*
|
10.14
|
|
Second Amendment of Packaging Corporation of America Supplemental Executive Retirement Plan, effective as of February 28, 2013. (Incorporated herein by reference to Exhibit 10.22 to PCA’s Annual Report on Form 10-K for the year ended December 31, 2012, File No. 1-15399.)*
|
10.15
|
|
Third Amendment of Packaging Corporation of America Supplemental Executive Retirement Plan, effective as of February 28, 2013. (Incorporated herein by reference to Exhibit 10.23 to PCA’s Annual Report on Form 10-K for the year ended December 31, 2012, File No. 1-15399.) *
|
10.16
|
|
Form of Restricted Stock Agreement for executive officer awards made in June 2013. (Incorporated by reference to Exhibit 10.1 to PCA’s Quarterly Report on Form 10-Q for the period ended June 30, 2013, File No. 1-15399).*
|
10.17
|
|
Form of Performance Unit Agreement for executive officer awards made in June 2013. (Incorporated by reference to Exhibit 10.2 to PCA’s Quarterly Report on Form 10-Q for the period ended June 30, 2013, File No. 1-15399).*
|
10.18
|
|
Performance Based Equity Award Pool for Executive Officers relating to awards made in June 2013. (Incorporated by reference to Exhibit 10.3 to PCA’s Quarterly Report on Form 10-Q for the period ended June 30, 2013, File No. 1-15399).*
|
10.19
|
|
Paper Purchase Agreement, dated June 25, 2011 (the "Paper Purchase Agreement"), between Boise White Paper, L.L. C. and OfficeMax Incorporated (Incorporated by reference to Exhibit 10.1 to Boise, Inc.'s Quarterly Report on Form 10-Q for the period ended June 30, 2013, File No. 1-33541)
|
10.20
|
|
First Amendment to Paper Purchase Agreement, dated June 20, 2013, between Boise White Paper, L.L.C. and OfficeMax Incorporated (Incorporated by reference to Exhibit 10.2 to Boise, Inc.'s Quarterly Report on Form 10-Q for the period ended June 30, 2013, File No. 1-33541)
|
10.21
|
|
Form of Restricted Stock Award Agreement for December 16, 2013 awards to Mark W. Kowlzan, Thomas A. Hassfurther and Richard B. West. (Incorporated herein by reference to Exhibit 10.1 to PCA’s Current Report on Form 8-K, filed December 17, 2013, File No. 1-15399).*
|
12.1
|
|
Statement Regarding Computation of Ratio of Earnings to Fixed Charges†
|
16
|
|
Letter from Ernst & Young LLP dated November 15, 2013. (Incorporated herein by reference to Exhibit 16 to PCA’s Current Report on Form 8-K, filed November 15, 2013, File No. 1-15399).
|
21.1
|
|
Subsidiaries of the Registrant.†
|
23.1
|
|
Consent of Ernst & Young LLP.†
|
23.2
|
|
Consent of KPMG LLP.†
|
24.1
|
|
Powers of Attorney.†
|
31.1
|
|
Certification of Chief Executive Officer, As Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.†
|
31.2
|
|
Certification of Chief Financial Officer, As Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.†
|
32
|
|
Certification of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. §1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.†
|
99.1
|
|
Independent Auditors' Report of KPMG.†
|
101
|
|
The following financial information from Packaging Corporation of America’s Annual Report on Form 10-K for the year ended December 31, 2013, formatted in XBRL (eXtensible Business Reporting Language): (i) Consolidated Balance Sheets at December 31, 2013 and 2012, (ii) Consolidated Statements of Income for the years ended December 31, 2013, 2012 and 2011, (iii) Consolidated Statements of Changes in Stockholders’ Equity for the years ended December 31, 2013, 2012 and 2011, (iv) Consolidated Statements of Cash Flows for the years ended December 31, 2013, 2012 and 2011, (v) the Notes to Consolidated Financial Statements, and (vi) Financial Statement Schedule-Valuation and Qualifying Accounts.
|
*
|
Management contract or compensatory plan or arrangement.
|
†
|
Filed herewith.
|
|
|
Packaging Corporation of America
|
|
|
|
|
|
/s/ M
ARK
W. K
OWLZAN
|
|
|
Mark K. Kowlzan
|
|
|
Chief Executive Officer
|
|
|
|
|
|
/s/ R
ICHARD
B. W
EST
|
|
|
Richard B. West
|
|
|
Senior Vice President and Chief Financial Officer
|
|
|
Signature
|
|
Capacity
|
|
|
|
|
|
|
|
/s/ MARK W. KOWLZAN
|
|
|
|
|
Mark W.Kowlzan
|
|
Chief Executive Officer and Director
|
|
|
|
|
(Principal Executive Officer)
|
|
|
/s/ RICHARD B. WEST
|
|
|
|
|
Richard B. West
|
|
Senior Vice President and Chief Financial Officer
|
|
|
|
|
(Prinicpal Financial and Accounting Officer)
|
|
|
*
|
|
|
|
|
Paul T. Stecko
|
|
Chairman of the Board
|
|
|
|
|
|
|
|
*
|
|
|
|
|
Cheryl K. Beebe
|
|
Director
|
|
|
|
|
|
|
|
*
|
|
|
|
|
Hasan Jameel
|
|
Director
|
|
|
|
|
|
|
|
*
|
|
|
|
|
Robert C. Lyons
|
|
Director
|
|
|
|
|
|
|
|
*
|
|
|
|
|
Samuel M. Mencoff
|
|
Director
|
|
|
|
|
|
|
|
*
|
|
|
|
|
Roger B. Porter
|
|
Director
|
|
|
|
|
|
|
|
*
|
|
|
|
|
Thomas S. Souleles
|
|
Director
|
|
|
|
|
|
|
|
*
|
|
|
|
|
James D. Woodrum
|
|
Director
|
|
|
|
|
|
|
|
/s/ RICHARD B. WEST
|
|
|
|
|
Richard B. West
|
|
|
|
|
(Attorney-In-Fact)
|
|
|
No information found
* THE VALUE IS THE MARKET VALUE AS OF THE LAST DAY OF THE QUARTER FOR WHICH THE 13F WAS FILED.
FUND | NUMBER OF SHARES | VALUE ($) | PUT OR CALL |
---|
DIRECTORS | AGE | BIO | OTHER DIRECTOR MEMBERSHIPS |
---|
No information found
Suppliers
Price
Yield
Owner | Position | Direct Shares | Indirect Shares |
---|