Document_and_Entity_Informatio
Document and Entity Information | 9 Months Ended | |
Sep. 30, 2014 | Oct. 31, 2014 | |
Document and Entity Information [Abstract] | ' | ' |
Document Type | '10-Q | ' |
Amendment Flag | 'false | ' |
Document Period End Date | 30-Sep-14 | ' |
Document Fiscal Year Focus | '2014 | ' |
Document Fiscal Period Focus | 'Q3 | ' |
Trading Symbol | 'PKG | ' |
Entity Registrant Name | 'PACKAGING CORP OF AMERICA | ' |
Entity Central Index Key | '0000075677 | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Entity Filer Category | 'Large Accelerated Filer | ' |
Entity Common Stock, Shares Outstanding | ' | 98,383,452 |
Consolidated_Statements_of_Inc
Consolidated Statements of Income and Comprehensive Income (USD $) | 3 Months Ended | 9 Months Ended | ||||||
In Thousands, except Per Share data, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | ||||
Income Statement [Abstract] | ' | ' | ' | ' | ||||
Net sales | $1,518,940 | $845,440 | $4,418,653 | $2,400,877 | ||||
Cost of sales | -1,198,607 | -617,841 | -3,486,108 | -1,792,782 | ||||
Gross profit | 320,333 | 227,599 | 932,545 | 608,095 | ||||
Selling, general, and administrative expenses | -119,645 | -77,096 | -359,007 | -226,606 | ||||
Other expense, net | -12,310 | -7,721 | -44,004 | -22,510 | ||||
Income from operations | 188,378 | [1] | 142,782 | 529,534 | [1] | 358,979 | ||
Interest expense, net | -23,111 | [1],[2] | -11,850 | [3] | -65,311 | [1],[2] | -30,333 | [3] |
Income before taxes | 165,267 | [1] | 130,932 | 464,223 | [1] | 328,646 | ||
Income tax provision | -60,822 | -46,250 | -170,135 | -115,418 | ||||
Net income | 104,445 | 84,682 | 294,088 | 213,228 | ||||
Net income per common share: | ' | ' | ' | ' | ||||
Basic (in dollars per share) | $1.06 | $0.88 | $2.99 | $2.21 | ||||
Diluted (in dollars per share) | $1.06 | $0.87 | $2.99 | $2.19 | ||||
Dividends declared per common share | $0.40 | $0.40 | $1.20 | $1.11 | ||||
Statements of Comprehensive Income: | ' | ' | ' | ' | ||||
Net income | 104,445 | 84,682 | 294,088 | 213,228 | ||||
Foreign currency translation adjustment, net of tax of ($106), $0, ($76), and $0, respectively | -1,564 | 0 | -1,656 | 0 | ||||
Reclassification adjustments to cash flow hedges included in net income, net of tax of $553, $552, $1,668, and $1,658, respectively | 870 | 870 | 2,599 | 2,609 | ||||
Amortization of pension and postretirement plans actuarial loss and prior service cost, net of tax of $685, $2,153, $2,157, and $7,574, respectively | 1,080 | 3,387 | 3,137 | 11,921 | ||||
Changes in unfunded employee benefit obligation, net of tax of $0, $3,152, $0, and $8,522, respectively | 0 | 4,963 | 0 | 13,418 | ||||
Other comprehensive income | 386 | 9,220 | 4,080 | 27,948 | ||||
Comprehensive income | $104,831 | $93,902 | $298,168 | $241,176 | ||||
[1] | On October 25, 2013, we acquired Boise. The 2014 results include Boise for the full period. | |||||||
[2] | Includes $1.5 million of expense related to the write-off of deferred financing costs in connection with the debt refinancing discussed in Note 10, Debt. | |||||||
[3] | Includes $2.7 million of acquisition-related costs primarily related to financing the acquisition of Boise. |
Consolidated_Statements_of_Inc1
Consolidated Statements of Income and Comprehensive Income (Parenthetical) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 |
Income Statement [Abstract] | ' | ' | ' | ' |
Foreign currency translation adjustment, tax | ($106) | $0 | ($76) | $0 |
Reclassification adjustments to cash flow hedges included in net income, tax | 553 | 552 | 1,668 | 1,658 |
Amortization of pension and postretirement plans actuarial loss and prior service cost, tax | 685 | 2,153 | 2,157 | 7,574 |
Changes in unfunded employee benefit obligations, tax | $0 | $3,152 | $0 | $8,522 |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Current assets: | ' | ' |
Cash and cash equivalents | $154,323 | $190,960 |
Accounts receivable, net of allowance for doubtful accounts and customer deductions of $12,118 and $10,567 as of September 30, 2014, and December 31, 2013, respectively | 717,947 | 643,083 |
Inventories | 616,962 | 594,291 |
Prepaid expenses and other current assets | 76,195 | 32,101 |
Federal and state income taxes receivable | 0 | 22,958 |
Deferred income taxes | 32,280 | 47,616 |
Total current assets | 1,597,707 | 1,531,009 |
Property, plant, and equipment, net | 2,818,133 | 2,805,704 |
Goodwill | 541,911 | 526,789 |
Intangible assets, net | 299,096 | 310,539 |
Other long-term assets | 73,902 | 69,738 |
Total assets | 5,330,749 | 5,243,779 |
Current liabilities: | ' | ' |
Current maturities of long-term debt | 6,500 | 39,000 |
Capital lease obligations | 1,082 | 1,030 |
Accounts payable | 387,854 | 357,432 |
Dividends payable | 39,393 | 39,297 |
Federal and state income taxes payable | 7,176 | 0 |
Accrued liabilities | 228,758 | 214,058 |
Accrued interest | 19,272 | 9,722 |
Total current liabilities | 690,035 | 660,539 |
Long-term liabilities: | ' | ' |
Long-term debt | 2,350,484 | 2,508,845 |
Capital lease obligations | 23,055 | 23,874 |
Deferred income taxes | 426,086 | 434,835 |
Pension and postretirement benefit plans | 204,286 | 193,548 |
Other long-term liabilities | 84,764 | 65,318 |
Total long-term liabilities | 3,088,675 | 3,226,420 |
Commitments and contingent liabilities | ' | ' |
Stockholders' equity: | ' | ' |
Common stock, par value $0.01 per share, 300,000 shares authorized, 98,383 and 98,172 shares issued as of September 30, 2014, and December 31, 2013, respectively | 984 | 982 |
Additional paid in capital | 427,844 | 401,761 |
Retained earnings | 1,184,155 | 1,019,101 |
Accumulated other comprehensive loss | -60,944 | -65,024 |
Total stockholders' equity | 1,552,039 | 1,356,820 |
Total liabilities and stockholders' equity | $5,330,749 | $5,243,779 |
Condensed_Consolidated_Balance
Condensed Consolidated Balance Sheets (Parenthetical) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
In Thousands, except Per Share data, unless otherwise specified | ||
Statement of Financial Position [Abstract] | ' | ' |
Allowance for doubtful accounts and customer deductions | $12,118 | $10,567 |
Common stock, par value | $0.01 | $0.01 |
Common stock, shares authorized | 300,000 | 300,000 |
Common stock, shares issued | 98,383 | 98,172 |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (USD $) | 9 Months Ended | |
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 |
Cash Flows from Operating Activities: | ' | ' |
Net income | $294,088 | $213,228 |
Adjustments to reconcile net income to net cash provided by operating activities: | ' | ' |
Depreciation, depletion, and amortization of intangibles and deferred financing costs | 296,486 | 137,412 |
Share-based compensation expense | 11,648 | 9,956 |
Deferred income tax provision | 17,427 | 6,137 |
Alternative energy tax credits | 0 | 76,280 |
Pension and postretirement benefits expense, net of contributions | 19,230 | 10,600 |
Other, net | 4,187 | 4,651 |
Increase in assets b | ' | ' |
Accounts receivable | -74,970 | -57,583 |
Inventories | -22,520 | -4,628 |
Prepaid expenses and other current assets | -27,882 | -9,196 |
Increase (decrease) in liabilities b | ' | ' |
Accounts payable | -12,957 | 46,418 |
Accrued liabilities | 21,810 | 7,109 |
Federal and state income taxes payable / receivable | 30,173 | -20,216 |
Net cash provided by operating activities | 556,720 | 420,168 |
Cash Flows from Investing Activities: | ' | ' |
Additions to property, plant, and equipment | -254,865 | -130,410 |
Acquisition of business, net of cash acquired | -20,290 | 0 |
Additions to other long term assets | -11,617 | -2,459 |
Other | 3,188 | 350 |
Net cash used for investing activities | -283,584 | -132,519 |
Cash Flows from Financing Activities: | ' | ' |
Repayments of debt and capital lease obligations | -590,641 | -11,967 |
Proceeds from issuance of debt | 398,864 | 0 |
Financing costs paid | 3,209 | 8,220 |
Common stock dividends paid | -118,004 | -69,883 |
Repurchases of common stock | 0 | -7,799 |
Proceeds from exercise of stock options | 3,739 | 2,756 |
Excess tax benefits from stock-based awards | 11,796 | 7,539 |
Shares withheld to cover employee restricted stock taxes | -12,051 | -10,873 |
Other | -267 | 0 |
Net cash used for financing activities | -309,773 | -98,447 |
Net (decrease) increase in cash and cash equivalents | -36,637 | 189,202 |
Cash and cash equivalents, beginning of period | 190,960 | 207,393 |
Cash and cash equivalents, end of period | $154,323 | $396,595 |
Nature_of_Operations_and_Basis
Nature of Operations and Basis of Presentation | 9 Months Ended |
Sep. 30, 2014 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' |
Nature of Operations and Basis of Presentation | ' |
Nature of Operations and Basis of Presentation | |
Packaging Corporation of America ("we," "us," "our," PCA," or the "Company") was incorporated on January 25, 1999. In April 1999, PCA acquired the containerboard and corrugated packaging products business of Pactiv Corporation ("Pactiv"), formerly known as Tenneco Packaging, Inc., a wholly owned subsidiary of Tenneco Inc. On October 25, 2013, PCA acquired Boise Inc. ("Boise"). For more information, see Note 3, Acquisitions. | |
After the acquisition of Boise, we began reporting our business in three reportable segments: Packaging, Paper, and Corporate and Other. Our Packaging segment produces a wide variety of corrugated packaging products. The Paper segment manufactures and sells a range of papers, including communication-based papers and pressure sensitive papers (collectively, white papers) and market pulp. Corporate and Other includes support staff services and related assets and liabilities, transportation assets, and activity related to other ancillary support operations. For more information about our segments, see Note 16, Segment Information. | |
In these consolidated financial statements, certain amounts in prior periods' consolidated financial statements have been reclassified to conform with the current period presentation. In accordance with Accounting Standards Codification (“ASC”) 280, "Segment Reporting," we recast segment information for the three and nine months ended September 30, 2013, to conform with the current period presentation. In addition, we reclassified amounts previously disclosed in "Corporate overhead" in the Consolidated Statements of Income for the three and nine months ended September 30, 2013, into "Selling, general, and administrative expenses" given that Corporate and Other is now a separately disclosed segment. With the exception of the change in accounting principle relating to our inventories described below in Note 2, Change in Accounting Principle: Inventories, none of the reclassifications affected our results of operations, financial position, or cash flows. | |
The consolidated financial statements of PCA as of September 30, 2014, and for the three and nine months ended September 30, 2014 and 2013, are unaudited but include all adjustments (consisting only of normal recurring adjustments) that management considers necessary for a fair presentation of such financial statements. The preparation of the consolidated financial statements involves the use of estimates and accruals. Actual results may vary from those estimates. These financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with Article 10 of SEC Regulation S-X. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States for complete audited financial statements. Operating results for the period ended September 30, 2014, are not necessarily indicative of the results that may be expected for the year ending December 31, 2014. These consolidated financial statements should be read in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2013, and the updated consolidated financial statements included in our Current Report on Form 8-K filed on May 9, 2014 (referred to as "updated 2013 Financial Statements" throughout this document). | |
The consolidated financial statements include the accounts of PCA and its majority-owned subsidiaries after elimination of intercompany balances and transactions. Boise's results are included in our results for periods after October 25, 2013. |
Change_in_Accounting_Principle
Change in Accounting Principle: Inventories | 9 Months Ended | ||||||||||||||||||||||||
Sep. 30, 2014 | |||||||||||||||||||||||||
Inventory Disclosure [Abstract] | ' | ||||||||||||||||||||||||
Change in Accounting Principle | ' | ||||||||||||||||||||||||
Change in Accounting Principle: Inventories | |||||||||||||||||||||||||
Effective January 1, 2014, the Company elected to change its method of accounting for certain inventories from lower of cost, as determined by the LIFO method, or market, to lower of cost, as determined by the average cost method, or market. Had the Company not made this change in accounting method, "Net income" for the three and nine months ended September 30, 2014, would have been $1.7 million and $1.5 million, respectively, higher than reported in the Consolidated Statements of Income and "Inventories" at September 30, 2014, would have been $69.3 million lower than reported in the Consolidated Balance Sheets. | |||||||||||||||||||||||||
We applied this change in method of inventory costing retrospectively to all prior periods presented in accordance with U.S. generally accepted accounting principles relating to accounting changes. As a result of the retrospective change in accounting principle, opening retained earnings as of January 1, 2013, increased $38.8 million. Certain components of our financial statements affected by the change in valuation methodology as originally reported under the LIFO method and as adjusted for the change to the average cost method were as follows (in thousands, except per share data): | |||||||||||||||||||||||||
Three Months Ended | Nine Months Ended | ||||||||||||||||||||||||
September 30, 2013 | September 30, 2013 | ||||||||||||||||||||||||
Consolidated Statements of Income and Comprehensive Income | As Previously Reported (a) | Effect of Change | As Adjusted | As Previously Reported (a) | Effect of Change | As Adjusted | |||||||||||||||||||
Cost of sales | $ | (618,663 | ) | $ | 822 | $ | (617,841 | ) | $ | (1,799,285 | ) | $ | 6,503 | $ | (1,792,782 | ) | |||||||||
Gross profit | 226,777 | 822 | 227,599 | 601,592 | 6,503 | 608,095 | |||||||||||||||||||
Income from operations | 141,960 | 822 | 142,782 | 352,476 | 6,503 | 358,979 | |||||||||||||||||||
Income before taxes | 130,110 | 822 | 130,932 | 322,143 | 6,503 | 328,646 | |||||||||||||||||||
Provision for income taxes | (45,930 | ) | (320 | ) | (46,250 | ) | (112,885 | ) | (2,533 | ) | (115,418 | ) | |||||||||||||
Net income | 84,180 | 502 | 84,682 | 209,258 | 3,970 | 213,228 | |||||||||||||||||||
Comprehensive income | 93,400 | 502 | 93,902 | 237,206 | 3,970 | 241,176 | |||||||||||||||||||
Net income per common share: | |||||||||||||||||||||||||
Basic | 0.87 | 0.01 | 0.88 | 2.17 | 0.04 | 2.21 | |||||||||||||||||||
Diluted | 0.86 | 0.01 | 0.87 | 2.15 | 0.04 | 2.19 | |||||||||||||||||||
___________ | |||||||||||||||||||||||||
(a) | Certain amounts in prior periods' consolidated financial statements have been reclassified to conform with the current period presentation. | ||||||||||||||||||||||||
December 31, 2013 | |||||||||||||||||||||||||
Consolidated Balance Sheet | As Previously Reported | Effect of Change | As Adjusted | ||||||||||||||||||||||
Inventories | $ | 522,523 | $ | 71,768 | $ | 594,291 | |||||||||||||||||||
Deferred income tax assets | 75,579 | (27,963 | ) | 47,616 | |||||||||||||||||||||
Retained earnings | 975,296 | 43,805 | 1,019,101 | ||||||||||||||||||||||
Nine Months Ended | |||||||||||||||||||||||||
September 30, 2013 | |||||||||||||||||||||||||
Consolidated Statement of Cash Flows | As Previously Reported | Effect of Change | As Adjusted | ||||||||||||||||||||||
Net income | $ | 209,258 | $ | 3,970 | $ | 213,228 | |||||||||||||||||||
Adjustments to reconcile net income to net cash provided by operating activities: | |||||||||||||||||||||||||
Deferred income tax provision | 3,604 | 2,533 | 6,137 | ||||||||||||||||||||||
Change in inventories | 1,875 | (6,503 | ) | (4,628 | ) | ||||||||||||||||||||
The components of inventories were as follows (dollars in thousands): | |||||||||||||||||||||||||
September 30, | December 31, | ||||||||||||||||||||||||
2014 | 2013 | ||||||||||||||||||||||||
Raw materials | $ | 239,673 | $ | 212,027 | |||||||||||||||||||||
Work in process | 12,739 | 13,898 | |||||||||||||||||||||||
Finished goods | 195,538 | 209,972 | |||||||||||||||||||||||
Supplies and materials | 169,012 | 158,394 | |||||||||||||||||||||||
Inventories | $ | 616,962 | $ | 594,291 | |||||||||||||||||||||
Acquisitions
Acquisitions | 9 Months Ended | |||
Sep. 30, 2014 | ||||
Business Combinations [Abstract] | ' | |||
Acquisitions | ' | |||
Acquisitions | ||||
Crockett Packaging Acquisition | ||||
On April 28, 2014, we acquired the assets of Crockett Packaging, a corrugated products manufacturer, for $21.2 million, before $0.9 million of working capital adjustments. The assets included a corrugated plant and a sheet plant in Southern California. Sales and total assets of the acquired company are not material to our overall sales and total assets. Operating results of the acquired assets subsequent to April 28, 2014, are included in our Packaging segment's 2014 operating results. We have estimated the allocation of the purchase price to the assets acquired and liabilities assumed based on estimates of the fair value at the date of the acquisition, of which $10.7 million has been allocated to goodwill (which is deductible for tax purposes) and $5.5 million to intangible assets (to be amortized over a weighted average life of approximately ten years), primarily customer relationships, in the Packaging segment. The purchase price allocation continues to be preliminary, as estimates and assumptions are subject to change as more information becomes available. | ||||
Boise Acquisition | ||||
On October 25, 2013, we acquired 100% of the outstanding stock and voting equity interests of Boise for $2.1 billion including the assumption of debt. In connection with the acquisition, we allocated the purchase price to the assets acquired and liabilities assumed based on estimates of the fair value at the date of the acquisition. See Note 3, Acquisitions, of the Notes to Consolidated Financial Statements in "Part II, Item 8. Financial Statements and Supplementary Data" of our updated 2013 Financial Statements. During the nine months ended September 30, 2014, we recorded approximately $4.3 million of purchase price adjustments that increased goodwill. These adjustments related primarily to a true-up to the valuation of fixed assets and the associated impact to income tax liabilities. As of September 30, 2014, the purchase price allocation continues to be preliminary. The primary areas of the purchase price allocation that are not yet finalized relate to valuation of fixed assets, income taxes, and residual goodwill. | ||||
Pro Forma Financial Information | ||||
The following pro forma financial information presents the combined results of operations as if Boise had been combined with us on January 1, 2013. The pro forma results are intended for informational purposes only and do not purport to represent what the combined companies' results of operations would actually have been had the transactions in fact occurred on January 1, 2013. They also do not reflect any cost savings, operating synergies, or revenue enhancements that we may achieve or the costs necessary to achieve those cost savings, operating synergies, or revenue enhancements, or costs relating to integration efforts (dollars in millions, except per-share amounts). | ||||
Pro Forma (a) | ||||
Nine Months Ended | ||||
September 30, 2013 | ||||
Net sales | $ | 4,256 | ||
Net income (b) | $ | 248 | ||
Net income per share—diluted (b) | $ | 2.54 | ||
____________ | ||||
(a) | The pro forma financial information presented in the table above has been adjusted to give effect to adjustments that are directly related to the acquisition, factually supportable, and expected to have a continuing impact. These adjustments include, but are not limited to, the application of our accounting policies (including the deferral method of accounting for planned major maintenance activities, which increased pro forma net income $12.5 million for the nine months ended September 30, 2013); elimination of intercompany transactions; depreciation and amortization related to fair value adjustments to property, plant, and equipment and intangible assets; interest expense on acquisition-related debt; and $7.5 million of pre-tax acquisition-related costs which primarily consist of advisory, legal, accounting, financing, and other professional or consulting fees. | |||
(b) | Included in pro forma net income for the nine months ended September 30, 2013, are $16.2 million of pre-tax costs, related primarily to the restructuring of Boise's white paper mill in International Falls, Minnesota, and $15.2 million of incremental depreciation expense related to shortening the estimated useful lives of certain assets, primarily at the white paper mill in International Falls, Minnesota. |
Other_Expense_Net
Other Expense, Net | 9 Months Ended | |||||||||||||||
Sep. 30, 2014 | ||||||||||||||||
Other Income and Expenses [Abstract] | ' | |||||||||||||||
Other Expense, Net | ' | |||||||||||||||
Other Expense, Net | ||||||||||||||||
The components of other (income) expense were as follows (in thousands): | ||||||||||||||||
Three Months Ended | Nine Months Ended | |||||||||||||||
30-Sep | 30-Sep | |||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||
DeRidder restructuring (a) | $ | 4,270 | $ | — | $ | 5,690 | $ | — | ||||||||
Integration-related and other costs (b) | 3,040 | — | 11,999 | — | ||||||||||||
Class action lawsuit settlement (c) | — | — | 17,600 | — | ||||||||||||
Pension curtailment charges (d) | — | 3,132 | — | 10,908 | ||||||||||||
Acquisition-related costs (e) | — | 1,479 | — | 1,479 | ||||||||||||
Asset disposals and write-offs | 2,854 | 3,486 | 6,912 | 9,508 | ||||||||||||
Other | 2,146 | (376 | ) | 1,803 | 615 | |||||||||||
Total | $ | 12,310 | $ | 7,721 | $ | 44,004 | $ | 22,510 | ||||||||
___________ | ||||||||||||||||
(a) | Costs relate primarily to the conversion of the Number 3 newsprint machine at our DeRidder, Louisiana, mill to produce lightweight linerboard and corrugating medium, and our exit from the newsprint business in September 2014. | |||||||||||||||
(b) | The three and nine months ended September 30, 2014, include Boise acquisition integration-related and other costs. | |||||||||||||||
(c) | The nine months ended September 30, 2014, includes $17.6 million of costs for the settlement of the Kleen Products LLC v Packaging Corp. of America et al class action lawsuit. See Note 18, Commitments, Guarantees, Indemnifications and Legal Proceedings, for more information. | |||||||||||||||
(d) | The three and nine months ended September 30, 2013, include $3.1 million and $10.9 million, respectively, of non-cash pension curtailment charges related to pension plan changes in which certain hourly corrugated plant and containerboard mill employees will transition from a defined benefit pension plan to a defined contribution (401k) plan. | |||||||||||||||
(e) | The three and nine months ended September 30, 2013, both include $1.5 million of acquisition-related costs, primarily for professional fees related to transaction-advisory services and expenses related to financing the acquisition of Boise. |
Earnings_Per_Share
Earnings Per Share | 9 Months Ended | |||||||||||||||
Sep. 30, 2014 | ||||||||||||||||
Earnings Per Share [Abstract] | ' | |||||||||||||||
Earnings Per Share | ' | |||||||||||||||
Earnings Per Share | ||||||||||||||||
The following table sets forth the computation of basic and diluted income per common share for the periods presented (dollars and shares in thousands, except per share data). | ||||||||||||||||
Three Months Ended | Nine Months Ended | |||||||||||||||
30-Sep | 30-Sep | |||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||
Numerator: | ||||||||||||||||
Net income | $ | 104,445 | $ | 84,682 | $ | 294,088 | $ | 213,228 | ||||||||
Less: distributed and undistributed earnings allocated to participating securities | (1,451 | ) | — | (4,381 | ) | — | ||||||||||
Net income attributable to common shareholders | $ | 102,994 | $ | 84,682 | $ | 289,707 | $ | 213,228 | ||||||||
Denominator: | ||||||||||||||||
Weighted average basic common shares outstanding | 97,165 | 96,758 | 96,954 | 96,536 | ||||||||||||
Effect of dilutive securities | 57 | 839 | 53 | 976 | ||||||||||||
Diluted common shares outstanding | 97,222 | 97,597 | 97,007 | 97,512 | ||||||||||||
Basic income per common share | $ | 1.06 | $ | 0.88 | $ | 2.99 | $ | 2.21 | ||||||||
Diluted income per common share | $ | 1.06 | $ | 0.87 | $ | 2.99 | $ | 2.19 | ||||||||
During the nine months ended September 30, 2014 and 2013, all outstanding options to purchase shares were included in the computation of diluted common shares outstanding. On June 29, 2014, all remaining options to purchase shares expired. |
Income_Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2014 | |
Income Tax Disclosure [Abstract] | ' |
Income Taxes | ' |
Income Taxes | |
For the three and nine months ended September 30, 2014, we recorded $60.9 million and $170.1 million of income tax expense and had an effective tax rate of 36.8% and 36.6%, respectively. For the three and nine months ended September 30, 2013, we recorded $46.2 million and $115.4 million of income tax expense and had an effective tax rate of 35.3% and 35.1%, respectively. During the three and nine months ended September 30, 2014 and 2013, the primary reasons for the difference from the federal statutory income tax rate of 35.0% were the effect of state and local income taxes and the domestic manufacturers’ deduction. | |
During the three and nine months ended September 30, 2014, there were no significant changes to our uncertain tax positions. For more information, see Note 5, Income Taxes, of the Notes to Consolidated Financial Statements in "Part II, Item 8. Financial Statements and Supplementary Data" of our updated 2013 Financial Statements. | |
During the nine months ended September 30, 2014 and 2013, cash paid for taxes, net of refunds received, was $110.8 million and $45.7 million, respectively. |
Property_Plant_and_Equipment
Property, Plant, and Equipment | 9 Months Ended | |||||||
Sep. 30, 2014 | ||||||||
Property, Plant and Equipment [Abstract] | ' | |||||||
Property, Plant, and Equipment | ' | |||||||
Property, Plant, and Equipment | ||||||||
Property, plant, and equipment consist of the following (dollars in thousands): | ||||||||
September 30, | December 31, | |||||||
2014 | 2013 | |||||||
Land and land improvements | $ | 138,486 | $ | 140,592 | ||||
Buildings | 645,173 | 628,948 | ||||||
Machinery and equipment | 4,374,819 | 4,246,294 | ||||||
Construction in progress | 253,150 | 168,808 | ||||||
Other | 53,177 | 48,058 | ||||||
Property, plant, and equipment, at cost | 5,464,805 | 5,232,700 | ||||||
Less accumulated depreciation | (2,646,672 | ) | (2,426,996 | ) | ||||
Property, plant, and equipment, net | $ | 2,818,133 | $ | 2,805,704 | ||||
Depreciation expense for the three months ended September 30, 2014 and 2013, was $95.1 million and $42.4 million, respectively. During the nine months ended September 30, 2014 and 2013, depreciation expense was $264.1 million and $125.2 million, respectively. The increase in depreciation expense relates primarily to the acquisition of Boise in fourth quarter 2013, as well as accelerated depreciation related to shortening the useful lives of our newsprint-related assets at the DeRidder, Louisiana, mill. During the three and nine months ended September 30, 2014, we recognized $18.2 million and $35.4 million, respectively, of incremental depreciation expense related to shortening the useful lives of our newsprint-related assets at the DeRidder, Louisiana, mill. | ||||||||
At September 30, 2014, purchases of property, plant, and equipment included in accounts payable was $49.6 million. |
Goodwill_and_Intangible_Assets
Goodwill and Intangible Assets | 9 Months Ended | |||||||||||||||||||
Sep. 30, 2014 | ||||||||||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ' | |||||||||||||||||||
Goodwill and Intangible Assets | ' | |||||||||||||||||||
Goodwill and Intangible Assets | ||||||||||||||||||||
Goodwill | ||||||||||||||||||||
Goodwill represents the excess of the cost of an acquired business over the fair value of the identifiable tangible and intangible assets acquired and liabilities assumed in a business combination. At September 30, 2014, and December 31, 2013, we had $487.9 million and $472.9 million of goodwill recorded in our Packaging segment, respectively, and $54.0 million and $53.9 million of goodwill recorded in our Paper segment, respectively, on our Consolidated Balance Sheets. | ||||||||||||||||||||
Changes in the carrying amount of our goodwill were as follows (dollars in thousands): | ||||||||||||||||||||
Goodwill | ||||||||||||||||||||
Balance at December 31, 2013 | $ | 526,789 | ||||||||||||||||||
Acquisitions (a) | 10,734 | |||||||||||||||||||
Adjustments related to purchase accounting (b) | 4,388 | |||||||||||||||||||
Balance at September 30, 2014 | $ | 541,911 | ||||||||||||||||||
___________ | ||||||||||||||||||||
(a) | In April 2014, we acquired the assets of Crockett Packaging, a corrugated products manufacturer, for $21.2 million, before $0.9 million of working capital adjustments, and recorded $10.7 million of goodwill in our Packaging segment. | |||||||||||||||||||
(b) | Adjustments relate primarily to the Boise acquisition, see Note 3, Acquisitions, for more information. | |||||||||||||||||||
We have historically performed our annual goodwill impairment testing as of December 31. During the third quarter of 2014, we changed the annual goodwill impairment testing date from December 31 to October 1. We believe this change in measurement date, which represents a change in method of applying an accounting principle, is preferable. While remaining in the fourth quarter, the measurement date will lessen resource constraints in connection with the year-end close and financial reporting process by allowing us additional time to complete our annual impairment testing in advance of our year-end reporting. The change in accounting principle does not delay, accelerate, or avoid an impairment charge. We have determined that it is not practical to objectively determine projected cash flows and related valuation estimates that would have been used as of October 1 for periods prior to October 1, 2014, without the use of hindsight. As such, we prospectively applied the change in our annual goodwill impairment test date as of the first day of the fourth quarter of 2014. | ||||||||||||||||||||
Intangible Assets | ||||||||||||||||||||
Intangible assets are primarily comprised of customer relationships and trademarks and trade names. | ||||||||||||||||||||
The weighted average remaining useful life, gross carrying amount, and accumulated amortization of our intangible assets were as follows (dollars in thousands): | ||||||||||||||||||||
30-Sep-14 | 31-Dec-13 | |||||||||||||||||||
Weighted Average Remaining Useful Life (in Years) | Gross | Accumulated | Weighted Average Remaining Useful Life (in Years) | Gross | Accumulated | |||||||||||||||
Carrying | Amortization | Carrying | Amortization | |||||||||||||||||
Amount | Amount | |||||||||||||||||||
Customer relationships | 14.5 | $ | 311,461 | $ | 31,759 | 15.4 | $ | 306,361 | $ | 16,509 | ||||||||||
Trademarks and trade names | 13.6 | 21,770 | 2,455 | 14.7 | 21,370 | 794 | ||||||||||||||
Other | 2.4 | 220 | 141 | 3 | 220 | 109 | ||||||||||||||
Total intangible assets (excluding goodwill) | 14.4 | $ | 333,451 | $ | 34,355 | 15.4 | $ | 327,951 | $ | 17,412 | ||||||||||
Amortization expense for the three months ended September 30, 2014 and 2013, was $5.7 million and $0.8 million, respectively. During the nine months ended September 30, 2014 and 2013, amortization expense was $16.9 million and $2.5 million, respectively. The increase in amortization expense relates primarily to the acquisition of Boise in fourth quarter 2013. |
Accrued_Liabilities
Accrued Liabilities | 9 Months Ended | |||||||
Sep. 30, 2014 | ||||||||
Accrued Liabilities [Abstract] | ' | |||||||
Accrued Liabilities | ' | |||||||
Accrued Liabilities | ||||||||
The components of accrued liabilities were as follows (in thousands): | ||||||||
September 30, | December 31, | |||||||
2014 | 2013 | |||||||
Compensation and benefits | $ | 136,996 | $ | 130,455 | ||||
Franchise, property, sales and use taxes | 27,942 | 20,232 | ||||||
Medical insurance and workers’ compensation | 26,185 | 26,399 | ||||||
Customer volume discounts and rebates | 12,695 | 11,436 | ||||||
Environmental liabilities and asset retirement obligations | 6,829 | 7,812 | ||||||
Severance | 2,052 | 8,172 | ||||||
Legal contingencies | 1,283 | 1,000 | ||||||
Other | 14,776 | 8,552 | ||||||
Total | $ | 228,758 | $ | 214,058 | ||||
Debt
Debt | 9 Months Ended | |||||||||||||
Sep. 30, 2014 | ||||||||||||||
Debt Disclosure [Abstract] | ' | |||||||||||||
Debt | ' | |||||||||||||
Debt | ||||||||||||||
Our long-term debt and interest rates on that debt were as follows (dollars in thousands): | ||||||||||||||
September 30, 2014 | 31-Dec-13 | |||||||||||||
Amount | Interest Rate | Amount | Interest Rate | |||||||||||
Revolving Credit Facility, due October 2018 | $ | — | — | % | $ | — | — | % | ||||||
Five-Year Term Loan, due October 2018 | 65,000 | 1.53 | 650,000 | 1.54 | ||||||||||
Seven-Year Term Loan, due October 2020 | 645,125 | 1.78 | 650,000 | 1.79 | ||||||||||
6.50% Senior Notes, net of discounts of $22 and $26 as of September 30, 2014 and December 31, 2013, respectively, due March 2018 | 149,978 | 6.5 | 149,974 | 6.5 | ||||||||||
3.90% Senior Notes, net of discounts of $275 and $302 as of September 30, 2014 and December 31, 2013, respectively, due June 2022 | 399,725 | 3.9 | 399,698 | 3.9 | ||||||||||
4.50% Senior Notes, net of discount of $1,714 and $1,827 as of September 30, 2014 and December 31, 2013, respectively, due November 2023 | 698,286 | 4.5 | 698,173 | 4.5 | ||||||||||
3.65% Senior Notes, net of discount of $1,130 as of September 30, 2014, due September 2024 | 398,870 | 3.65 | — | — | ||||||||||
Total | 2,356,984 | 3.56 | 2,547,845 | 3.08 | ||||||||||
Less current portion | 6,500 | 1.78 | 39,000 | 1.59 | ||||||||||
Total long-term debt | $ | 2,350,484 | 3.56 | % | $ | 2,508,845 | 3.1 | % | ||||||
On September 5, 2014, we issued $400.0 million of 3.65% fixed-rate senior notes due September 15, 2024, through a registered public offering. We used the proceeds of this offering and other cash from operations to repay $589.9 million of debt during the nine months ended September 30, 2014. In connection with the $400.0 million debt issuance, we paid $3.2 million of deferred financing costs, which will be amortized to interest expense using the effective interest method over the term of the debt. | ||||||||||||||
For the nine months ended September 30, 2014 and 2013, cash payments for interest were $50.0 million and $21.0 million, respectively. | ||||||||||||||
Annual principal maturities for debt, excluding unamortized debt discount, as of September 30, 2014 were: $1.6 million for the remainder of 2014, $6.5 million for 2015, 2016, and 2017; $221.5 million for 2018; $6.5 million for 2019; and $2.1 billion for 2020 and thereafter. | ||||||||||||||
Included in interest expense, net, are amortization of treasury lock settlements and amortization of financing costs. For both the three months ended September 30, 2014 and 2013, amortization of treasury lock settlements was $1.4 million, and for both the nine months ended September 30, 2014 and 2013, amortization of treasury lock settlements was $4.2 million. During the three months ended September 30, 2014 and 2013, amortization of financing costs was $2.0 million and $2.9 million, respectively, and during the nine months ended September 30, 2014 and 2013, amortization of financing costs was $2.9 million and $3.3 million, respectively. In connection with our debt repayments during the three months ended September 30, 2014, we expensed $1.5 million of deferred financing costs. | ||||||||||||||
At September 30, 2014, we have $1,646.9 million of fixed-rate senior notes and $710.1 million of variable-rate term loans outstanding. At September 30, 2014, the fair value of our fixed-rate debt was estimated to be $1,713.1 million. The difference between the book value and fair value is due to the difference between the period-end market interest rate and the stated rate of our fixed-rate debt. We estimated the fair value of our fixed-rate debt using quoted market prices (Level 2 inputs) within the fair value hierarchy, which is further defined in Note 2, Summary of Significant Accounting Policies, of the Notes to Consolidated Financial Statements in "Part II, Item 8. Financial Statements and Supplementary Data" of our updated 2013 Financial Statements. |
Employee_Benefit_Plans_and_Oth
Employee Benefit Plans and Other Postretirement Benefits | 9 Months Ended | |||||||||||||||
Sep. 30, 2014 | ||||||||||||||||
Compensation and Retirement Disclosure [Abstract] | ' | |||||||||||||||
Employee Benefit Plans and Other Postretirement Benefits | ' | |||||||||||||||
Employee Benefit Plans and Other Postretirement Benefits | ||||||||||||||||
The components of net periodic benefit cost for our pension plans were as follows (dollars in thousands): | ||||||||||||||||
Pension Plans | ||||||||||||||||
Three Months Ended | Nine Months Ended | |||||||||||||||
30-Sep | 30-Sep | |||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||
Service cost | $ | 5,828 | $ | 5,825 | $ | 17,428 | $ | 18,322 | ||||||||
Interest cost | 11,507 | 4,269 | 34,400 | 12,250 | ||||||||||||
Expected return on plan assets | (12,657 | ) | (3,796 | ) | (38,008 | ) | (11,297 | ) | ||||||||
Net amortization of unrecognized amounts | ||||||||||||||||
Prior service cost | 1,641 | 163 | 4,922 | 3,284 | ||||||||||||
Actuarial loss | 155 | 2,217 | 465 | 5,221 | ||||||||||||
Curtailment loss (a) | — | 3,132 | — | 10,908 | ||||||||||||
Net periodic benefit cost | $ | 6,474 | $ | 11,810 | $ | 19,207 | $ | 38,688 | ||||||||
___________ | ||||||||||||||||
(a) | In June 2013, the United Steelworkers (“USW”) ratified a master labor agreement with PCA under which we froze certain USW-represented corrugated plant employees pension accruals under PCA’s hourly pension plan. Additionally, in September 2013, the USW ratified a master labor agreement with PCA under which we froze certain USW-represented containerboard mill employees pension accruals under PCA’s hourly pension plan. Following the pension freezes, affected USW-represented employees will transition to a defined contribution 401k plan. We recorded a $3.1 million and $10.9 million pre-tax pension curtailment charge related to the unrecognized prior service costs of employees impacted by the pension freezes during the three and nine months ended September 30, 2013, respectively. We also remeasured the hourly pension plan benefit obligation using current fair values of plan assets and current assumptions, resulting in a decrease in the benefit obligation of $21.9 million with a corresponding decrease in accumulated other comprehensive income (loss) of $13.4 million and deferred taxes of $8.5 million. | |||||||||||||||
PCA makes pension plan contributions that are sufficient to fund its actuarially determined costs, generally equal to the minimum amounts required by the Employee Retirement Income Security Act (ERISA). During the nine months ended September 30, 2014, we contributed $0.4 million to our pension plans, which exceeds our 2014 minimum required contributions, calculated under the pension provisions of the Highway and Transportation Funding Act passed in August 2014. We do not expect to make any additional contributions during the fourth quarter of 2014. | ||||||||||||||||
The components of net periodic benefit cost for our postretirement plans were as follows (dollars in thousands): | ||||||||||||||||
Postretirement Plans | ||||||||||||||||
Three Months Ended | Nine Months Ended | |||||||||||||||
30-Sep | 30-Sep | |||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||
Service cost | $ | 392 | $ | 515 | $ | 1,177 | $ | 1,545 | ||||||||
Interest cost | 311 | 311 | 933 | 934 | ||||||||||||
Net amortization of unrecognized amounts | ||||||||||||||||
Prior service benefit | (57 | ) | (106 | ) | (170 | ) | (319 | ) | ||||||||
Actuarial loss | 26 | 134 | 77 | 401 | ||||||||||||
Net periodic benefit cost | $ | 672 | $ | 854 | $ | 2,017 | $ | 2,561 | ||||||||
Sharebased_Compensation
Share-based Compensation | 9 Months Ended | |||||||||||||||
Sep. 30, 2014 | ||||||||||||||||
Share-based Compensation [Abstract] | ' | |||||||||||||||
Share-based Compensation | ' | |||||||||||||||
Share-based Compensation | ||||||||||||||||
The Company has a long-term equity incentive plan, which allows for grants of stock options, stock appreciation rights, restricted stock, and performance awards to directors, officers, and employees, as well as others who engage in services for PCA. The plan, as amended, terminates May 1, 2023, and authorizes 10.6 million shares of common stock for grant over the life of the plan. As of September 30, 2014, 1.9 million shares were available for future issuance under the plan. Forfeitures are added back to the pool of shares of common stock available to be granted at a future date. | ||||||||||||||||
The following table presents restricted stock and performance unit award activity for the nine months ended September 30, 2014: | ||||||||||||||||
Restricted Stock | Performance Units | |||||||||||||||
Shares | Weighted Average Grant- Date Fair Value | Shares | Weighted Average Grant- Date Fair Value | |||||||||||||
Outstanding at December 31, 2013 | 1,463,694 | $ | 31.48 | 70,600 | $ | 47.83 | ||||||||||
Granted | 229,489 | 70.24 | 56,889 | 71.19 | ||||||||||||
Vested | (475,050 | ) | 23.86 | — | — | |||||||||||
Forfeitures | (1,165 | ) | 62.74 | — | — | |||||||||||
Outstanding at September 30, 2014 | 1,216,968 | $ | 41.73 | 127,489 | $ | 58.25 | ||||||||||
Compensation Expense | ||||||||||||||||
Our share-based compensation expense is recorded in "Selling, general, and administrative expenses". Compensation expense for share-based awards recognized in the Consolidated Statements of Income, net of forfeitures was as follows (dollars in thousands): | ||||||||||||||||
Three Months Ended | Nine Months Ended | |||||||||||||||
30-Sep | 30-Sep | |||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||
Restricted stock | $ | (3,453 | ) | $ | (2,933 | ) | $ | (10,501 | ) | $ | (9,691 | ) | ||||
Performance units | (594 | ) | (249 | ) | (1,147 | ) | (265 | ) | ||||||||
Impact on income before income taxes | (4,047 | ) | (3,182 | ) | (11,648 | ) | (9,956 | ) | ||||||||
Income tax benefit | 1,572 | 1,237 | 4,530 | 3,868 | ||||||||||||
Impact on net income | $ | (2,475 | ) | $ | (1,945 | ) | $ | (7,118 | ) | $ | (6,088 | ) | ||||
The fair value of restricted stock and performance units is determined based on the closing price of the Company’s common stock on the grant date. As PCA’s Board of Directors has the ability to accelerate vesting of share-based awards upon an employee’s retirement, the Company accelerates the recognition of compensation expense for certain employees approaching normal retirement age. | ||||||||||||||||
The unrecognized compensation expense for all share-based awards at September 30, 2014, was as follows (dollars in thousands): | ||||||||||||||||
30-Sep-14 | ||||||||||||||||
Unrecognized Compensation Expense | Remaining Weighted Average Recognition Period (in years) | |||||||||||||||
Restricted stock | $ | 30,543 | 2.7 | |||||||||||||
Performance units | 6,025 | 3.4 | ||||||||||||||
Total unrecognized share-based compensation expense | $ | 36,568 | 2.8 | |||||||||||||
Stockholders_Equity
Stockholders' Equity | 9 Months Ended | |||||||||||||||||||
Sep. 30, 2014 | ||||||||||||||||||||
Equity [Abstract] | ' | |||||||||||||||||||
Stockholders' Equity | ' | |||||||||||||||||||
Stockholders' Equity | ||||||||||||||||||||
Dividends | ||||||||||||||||||||
During the nine months ended September 30, 2014, we paid $118.0 million of dividends to shareholders. On August 28, 2014, PCA's Board of Directors approved a regular quarterly cash dividend $0.40 per share, which was paid on October 15, 2014, to shareholders of record as of September 15, 2014. The dividend payment was $39.4 million. | ||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) | ||||||||||||||||||||
Changes in accumulated other comprehensive income (loss) (“AOCI”) by component follows (dollars in thousands). Amounts in parentheses indicate losses. | ||||||||||||||||||||
Foreign Currency Translation Adjustments | Unrealized Loss On Treasury Locks, Net | Unrealized Loss on Foreign Exchange Contracts | Unfunded Employee Benefit Obligations | Total | ||||||||||||||||
Balance at December 31, 2013 | $ | (136 | ) | $ | (28,191 | ) | $ | (371 | ) | $ | (36,326 | ) | $ | (65,024 | ) | |||||
Other comprehensive income (loss) before reclassifications, net of tax | (1,656 | ) | — | — | — | (1,656 | ) | |||||||||||||
Amounts reclassified from AOCI, net of tax | — | 2,584 | (a) | 15 | (b) | 3,137 | (c) | 5,736 | ||||||||||||
Net current-period other comprehensive income (loss) | (1,656 | ) | 2,584 | 15 | 3,137 | 4,080 | ||||||||||||||
Balance at September 30, 2014 | $ | (1,792 | ) | $ | (25,607 | ) | $ | (356 | ) | $ | (33,189 | ) | $ | (60,944 | ) | |||||
The following table presents information about reclassifications out of AOCI (dollars in thousands). Amounts in parentheses indicate expenses in the Consolidated Statements of Income. | ||||||||||||||||||||
Amounts Reclassified from AOCI | ||||||||||||||||||||
Three Months Ended | Nine Months Ended | Affected Line Item in the Statement Where Net Income is Presented | ||||||||||||||||||
30-Sep | 30-Sep | |||||||||||||||||||
Details about AOCI Components | 2014 | 2013 | 2014 | 2013 | ||||||||||||||||
Unrealized loss on treasury locks, net | $ | (1,414 | ) | $ | (1,414 | ) | $ | (4,242 | ) | $ | (4,242 | ) | See (a) below | |||||||
549 | 549 | 1,658 | 1,648 | Tax benefit | ||||||||||||||||
$ | (865 | ) | $ | (865 | ) | $ | (2,584 | ) | $ | (2,594 | ) | Net of tax | ||||||||
Unrealized loss on foreign exchange contracts | $ | (9 | ) | $ | (8 | ) | $ | (25 | ) | $ | (25 | ) | See (b) below | |||||||
4 | 3 | 10 | 10 | Tax benefit | ||||||||||||||||
$ | (5 | ) | $ | (5 | ) | $ | (15 | ) | $ | (15 | ) | Net of tax | ||||||||
Unfunded employee benefit obligations | ||||||||||||||||||||
Amortization of prior service costs | $ | (1,584 | ) | $ | (57 | ) | $ | (4,752 | ) | $ | (2,965 | ) | See (c) below | |||||||
Amortization of actuarial losses | (181 | ) | (2,351 | ) | (542 | ) | (5,622 | ) | See (c) below | |||||||||||
Curtailment loss | — | (3,132 | ) | — | (10,908 | ) | See (c) below | |||||||||||||
(1,765 | ) | (5,540 | ) | (5,294 | ) | (19,495 | ) | Total before tax | ||||||||||||
685 | 2,153 | 2,157 | 7,574 | Tax benefit | ||||||||||||||||
$ | (1,080 | ) | $ | (3,387 | ) | $ | (3,137 | ) | $ | (11,921 | ) | Net of tax | ||||||||
____________ | ||||||||||||||||||||
(a) | This AOCI component is included in interest expense, net. Amount relates to the amortization of the effective portion of treasury lock derivative instruments recorded in AOCI. The net amount of settlement gains or losses on derivative instruments included in AOCI to be amortized over the next 12 months is a net loss of $5.7 million ($3.5 million after tax). For a discussion of treasury lock derivative instrument activity, see Note 11, Derivative Instruments and Hedging Activities, of the Notes to Consolidated Financial Statements in "Part II, Item 8. Financial Statements and Supplementary Data" of our updated 2013 Financial Statements. | |||||||||||||||||||
(b) | This AOCI component is included in cost of sales. | |||||||||||||||||||
(c) | These AOCI components are included in the computation of net pension and postretirement benefit costs. See Note 11, Employee Benefit Plans and Other Postretirement Benefits, for additional information. |
Concentrations_of_Risk
Concentrations of Risk | 9 Months Ended |
Sep. 30, 2014 | |
Risks and Uncertainties [Abstract] | ' |
Concentration of Risk | ' |
Concentrations of Risk | |
Our Paper segment has had a long-standing commercial and contractual relationship with OfficeMax Incorporated (OfficeMax), and OfficeMax is our largest customer in the Paper segment. Following a merger in late 2013, OfficeMax is now a wholly-owned subsidiary of Office Depot, Inc. This relationship exposes us to a significant concentration of business and financial risk. Our sales to Office Depot (including OfficeMax) represented 9% of our total company sales revenue, for both the three and nine months ended September 30, 2014, and 44% of our Paper segment sales revenue for both those periods, respectively. At September 30, 2014, and December 31, 2013, we had $64.6 million and $39.2 million of accounts receivable due from Office Depot (including OfficeMax), which represents 9% and 6% of our total company receivables, respectively. | |
We cannot predict how the merger between OfficeMax and Office Depot will affect our business. Significant increases in paper purchases would intensify the concentration of risk. Significant reductions in paper purchases would cause our paper business to expand its customer base and could potentially decrease its profitability if new customer sales required either a decrease in pricing and/or an increase in cost of sales. Any significant deterioration in the financial condition of the post-merger entity affecting the ability to pay or causing a significant change in the willingness to continue to purchase our products could harm our business and results of operations. | |
Labor | |
At September 30, 2014, we had approximately 14,000 employees and approximately 50% of these employees worked pursuant to collective bargaining agreements. Approximately 75% of our hourly employees are represented by unions. The majority of our unionized employees are represented by the United Steel Workers (USW), the International Brotherhood of Teamsters (IBT), the International Association of Machinists (IAM), and the Association of Western Pulp and Paper Workers (AWPPW). Approximately 22% of our employees work pursuant to collective bargaining agreements that will expire within the next twelve months. |
Transactions_With_Related_Part
Transactions With Related Parties | 9 Months Ended |
Sep. 30, 2014 | |
Related Party Transactions [Abstract] | ' |
Transactions With Related Parties | ' |
Transactions With Related Parties | |
Louisiana Timber Procurement Company, L.L.C. (LTP) is a variable-interest entity that is 50% owned by PCA and 50% owned by Boise Cascade Company (Boise Cascade). LTP procures sawtimber, pulpwood, residual chips, and other residual wood fiber to meet the wood and fiber requirements of PCA and Boise Cascade in Louisiana. PCA is the primary beneficiary of LTP, and has the power to direct the activities that most significantly affect the economic performance of LTP. Therefore, we consolidate 100% of LTP in our financial statements in our Corporate and Other segment. The carrying amounts of LTP's assets and liabilities (which relate primarily to noninventory working capital items) on our Consolidated Balance Sheets were both $6.4 million at September 30, 2014, and $5.0 million at December 31, 2013. During the three and nine months ended September 30, 2014, we recorded $21.9 million and $56.9 million, respectively, of LTP sales to Boise Cascade in "Net Sales" in the Consolidated Statements of Income and approximately the same amount of expenses in "Cost of Sales". The sales were at prices designed to approximate market prices. | |
During the three and nine months ended September 30, 2014, fiber purchases from related parties were $7.0 million and $21.3 million, respectively. Most of these purchases related to chip and log purchases by LTP from Boise Cascade's wood products business. These purchases are recorded in "Cost of Sales" in the Consolidated Statements of Income. |
Segment_Information
Segment Information | 9 Months Ended | |||||||||||||||||
Sep. 30, 2014 | ||||||||||||||||||
Segment Reporting [Abstract] | ' | |||||||||||||||||
Segment Information | ' | |||||||||||||||||
Segment Information | ||||||||||||||||||
Prior to the acquisition of Boise on October 25, 2013, we manufactured and sold packaging products and reported our results in one reportable segment. In connection with the acquisition, we expanded our packaging business and entered the paper business as the third largest producer of white papers in North America in terms of production capacity. As a result, we began managing our business in three reportable segments: Packaging, Paper, and Corporate and Other. These segments represent distinct businesses that are managed separately because of differing products and services. Each of these businesses requires distinct operating and marketing strategies. There are no differences in our basis of segmentation or in our basis of measurement of segment profit or loss from those disclosed in Note 19, Segment Information, of the Notes to Consolidated Financial Statements in "Part II, Item 8. Financial Statements and Supplementary Data" of our updated 2013 Financial Statements. | ||||||||||||||||||
Each segment's profits and losses are measured on operating profits before interest expense and interest income. After the acquisition of Boise, expenses that were historically included in "Corporate overhead" on our Consolidated Statements of Income, were reclassified to "Selling, general, and administrative expenses" to conform with the current year presentation. In addition, after increasing our product offerings to include both packaging and paper products after the Boise acquisition, we began allocating the amounts associated with running those businesses, previously included in "Corporate overhead", to our segments. For many of these allocated expenses, the related assets and liabilities remain in the Corporate and Other segment. | ||||||||||||||||||
Effective January 1, 2014, the Company elected to change its method of accounting for certain inventories from lower of cost, as determined by the LIFO method, or market, to lower of cost, as determined by the average cost method, or market. The Company has applied this change in method of inventory costing retrospectively to all prior periods presented herein in accordance with U.S. generally accepted accounting principles relating to accounting changes. See Note 2, Change in Accounting Principle: Inventories, for additional information. | ||||||||||||||||||
An analysis of operations by reportable segment were as follows (dollars in millions): | ||||||||||||||||||
Sales, net | Operating Income (Loss) | |||||||||||||||||
Three Months Ended September 30, 2014 (a) | Trade | Inter- | Total | |||||||||||||||
segment | ||||||||||||||||||
Packaging | $ | 1,174.20 | $ | 1.5 | $ | 1,175.70 | $ | 164.7 | (b) | |||||||||
Paper | 312.5 | — | 312.5 | 43 | (c) | |||||||||||||
Corporate and Other | 32.2 | 37 | 69.2 | (19.3 | ) | (d) | ||||||||||||
Intersegment eliminations | — | (38.5 | ) | (38.5 | ) | — | ||||||||||||
$ | 1,518.90 | $ | — | $ | 1,518.90 | 188.4 | ||||||||||||
Interest expense, net | (23.1 | ) | (e) | |||||||||||||||
Income before taxes | $ | 165.3 | ||||||||||||||||
Sales, net | Operating Income (Loss) | |||||||||||||||||
Three Months Ended September 30, 2013 | Trade | Inter- | Total | |||||||||||||||
segment | ||||||||||||||||||
Packaging | $ | 845.4 | $ | — | $ | 845.4 | $ | 154.9 | (f) | |||||||||
Corporate and Other | — | — | — | (12.1 | ) | (g) | ||||||||||||
$ | 845.4 | $ | — | $ | 845.4 | 142.8 | ||||||||||||
Interest expense, net | (11.9 | ) | (h) | |||||||||||||||
Income before taxes | $ | 130.9 | ||||||||||||||||
Sales, net | Operating Income (Loss) | |||||||||||||||||
Nine Months Ended September 30, 2014 (a) | Trade | Inter- | Total | |||||||||||||||
segment | ||||||||||||||||||
Packaging | $ | 3,413.80 | $ | 4.5 | $ | 3,418.30 | $ | 501.8 | (b) | |||||||||
Paper | 917 | — | 917 | 104.3 | (c) | |||||||||||||
Corporate and Other | 87.9 | 112.8 | 200.7 | (76.6 | ) | (d) | ||||||||||||
Intersegment eliminations | — | (117.3 | ) | (117.3 | ) | — | ||||||||||||
$ | 4,418.70 | $ | — | $ | 4,418.70 | 529.5 | ||||||||||||
Interest expense, net | (65.3 | ) | (e) | |||||||||||||||
Income before taxes | $ | 464.2 | ||||||||||||||||
Sales, net | Operating Income (Loss) | |||||||||||||||||
Nine Months Ended September 30, 2013 | Trade | Inter- | Total | |||||||||||||||
segment | ||||||||||||||||||
Packaging | $ | 2,400.90 | $ | — | $ | 2,400.90 | $ | 395.1 | (f) | |||||||||
Corporate and Other | — | — | — | (36.1 | ) | (g) | ||||||||||||
$ | 2,400.90 | $ | — | $ | 2,400.90 | 359 | ||||||||||||
Interest expense, net | (30.4 | ) | (h) | |||||||||||||||
Income before taxes | $ | 328.6 | ||||||||||||||||
____________ | ||||||||||||||||||
(a) | On October 25, 2013, we acquired Boise. The 2014 results include Boise for the full period. | |||||||||||||||||
(b) | Includes costs related primarily to the conversion of the Number 3 newsprint machine at our DeRidder, Louisiana, mill to produce lightweight linerboard and corrugating medium, and our exit from the newsprint business in September 2014. The three and nine months ended September 30, 2014, include $26.0 million and $47.8 million, respectively, of restructuring charges, primarily accelerated depreciation. The three and nine months ended September 30, 2014, includes $1.0 million and $5.4 million of Boise acquisition integration-related and other costs recorded in "Other expense, net". | |||||||||||||||||
(c) | Includes $0.4 million of income, net of expenses, for the nine months ended September 30, 2014, of integration related and other costs recorded in "Other expense, net". | |||||||||||||||||
(d) | Includes $2.0 million and $7.0 million, for the three and nine months ended September 30, 2014, of Boise acquisition integration-related and other costs recorded in "Other expense, net". | |||||||||||||||||
The nine months ended September 30, 2014, includes $17.6 million of costs for the settlement of the Kleen Products LLC v Packaging Corp. of America et al class action lawsuit. See Note 18, Commitments, Guarantees, Indemnifications and Legal Proceedings, for more information. These costs are recorded in "Other expense, net". | ||||||||||||||||||
(e) | Includes $1.5 million of expense related to the write-off of deferred financing costs in connection with the debt refinancing discussed in Note 10, Debt. | |||||||||||||||||
(f) | Includes $3.1 million and $10.9 million, for the three and nine months ended September 30, 2013, respectively, of non-cash pension curtailment charges related to pension plan changes in which certain hourly corrugated plant and containerboard mill employees will transition from a defined benefit pension plan to a defined contribution (401k) plan. | |||||||||||||||||
(g) | Includes $1.5 million of Boise acquisition-related costs primarily for professional fees related to transaction-advisory services. | |||||||||||||||||
(h) | Includes $2.7 million of acquisition-related costs primarily related to financing the acquisition of Boise. |
New_and_Recently_Adopted_Accou
New and Recently Adopted Accounting Standards | 9 Months Ended |
Sep. 30, 2014 | |
New Accounting Pronouncements and Changes in Accounting Principles [Abstract] | ' |
New and Recently Adopted Accounting Standards | ' |
New and Recently Adopted Accounting Standards | |
In August 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2014-15, Presentation of Financial Statements (Topic 205): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern. This ASU provides guidance that will explicitly require management to assess an entity’s ability to continue as a going concern, and to provide related footnote disclosures in certain circumstances. The guidance is effective for the annual period ending after December 15, 2016, and for annual and interim periods thereafter. Early adoption is permitted. We do not believe the adoption of this update will affect our financial position and results of operations. | |
In May 2014, the FASB issued ASU 2014-09: Revenue from Contracts with Customers (Topic 606). ASU 2014-09 amends the guidance for revenue recognition to replace numerous, industry-specific requirements and converges areas under this topic with those of the International Financial Reporting Standards. The ASU implements a five-step process for customer contract revenue recognition that focuses on transfer of control, as opposed to transfer of risk and rewards. The amendment also requires enhanced disclosures regarding the nature, amount, timing, and uncertainty of revenues and cash flows from contracts with customers. The amendments in this ASU are effective for reporting periods beginning after December 15, 2016, and early adoption is prohibited. Entities can transition to the standard either retrospectively or as a cumulative-effect adjustment as of the date of adoption. We are currently assessing the impact the adoption of ASU 2014-09 may have on our financial position and results of operations. | |
In April 2014, the FASB issued ASU 2014-08, Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360): Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity. This ASU defines a discontinued operation as a disposal of a component or group of components that is disposed of or is classified as held for sale and represents a strategic shift that has (or will have) a major effect on an entity’s operations and financial results. The standard also requires additional disclosures about discontinued operations. We adopted the provisions of this guidance in third quarter 2014, and it did not have a material effect on our financial position and results of operations. | |
In February 2013, the FASB issued ASU 2013-04, Liabilities (Topic 405): Obligations Resulting from Joint and Several Liability Arrangements for Which the Total Amount of the Obligation is Fixed at the Reporting Date. This ASU requires an entity to measure obligations resulting from joint and several liability arrangements for which the total amount of the obligation within the scope of this guidance is fixed at the reporting date, as the sum of (a) the amount the reporting entity agreed to pay on the basis of its arrangement among its co-obligors and (b) any additional amount the reporting entity expects to pay on behalf of its co-obligors. This ASU also requires an entity to disclose the nature and amount of the obligation as well as other information about those obligations. We adopted the provisions of this guidance January 1, 2014, and it did not have a material effect on our financial position and results of operations. | |
In July 2013, the FASB issued ASU 2013-11, Income Taxes (Topic 740): Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists. This ASU requires that liabilities related to unrecognized tax benefits offset deferred tax assets for net operating loss carryforwards, a similar tax loss, or a tax credit carryforward if such settlement is required or expected in the event the uncertain tax position is disallowed. In situations in which carryforwards cannot be used or the deferred tax asset is not intended to be used for such purpose, the unrecognized tax benefit should be recorded as a liability and should not offset deferred tax assets. We adopted the provisions of this guidance on December 31, 2013, and it did not have a significant effect on our financial position or results of operations. | |
There were no other accounting standards recently issued that had or are expected to have a material impact on our financial position or results of operations. |
Commitments_Guarantees_Indemni
Commitments, Guarantees, Indemnifications and Legal Proceedings | 9 Months Ended |
Sep. 30, 2014 | |
Commitments and Contingencies Disclosure [Abstract] | ' |
Commitments, Guarantees, Indemnifications and Legal Proceedings | ' |
Commitments, Guarantees, Indemnifications and Legal Proceedings | |
We have financial commitments and obligations that arise in the ordinary course of our business. These include long-term debt, capital commitments, lease obligations, and purchase commitments for goods and services, which are discussed in Note 8, Debt, and Note 20, Commitments, Guarantees, Indemnifications, and Legal Proceedings, of the Notes to Consolidated Financial Statements in "Part II, Item 8. Financial Statements and Supplementary Data" of our updated 2013 Financial Statements. Except as disclosed in Note 10, Debt, and in Legal Proceedings below, at September 30, 2014, there have been no other significant changes to commitments outside the normal course of business. | |
Guarantees and Indemnifications | |
We provide guarantees, indemnifications, and other assurances to third parties in the normal course of our business. These include tort indemnifications, environmental assurances, and representations and warranties in commercial agreements. At September 30, 2014, we are not aware of any material liabilities arising from any guarantee, indemnification, or financial assurance we have provided. If we determined such a liability was probable and subject to reasonable determination, we would accrue for it at that time. | |
Legal proceedings | |
During 2010, PCA and eight other U.S. and Canadian containerboard producers were named as defendants in five purported class action lawsuits filed in the United States District Court for the Northern District of Illinois, alleging violations of the Sherman Act. The lawsuits were consolidated in a single complaint under the caption Kleen Products LLC v Packaging Corp. of America et al. The consolidated complaint alleges that the defendants conspired to limit the supply of containerboard, and that the purpose and effect of the alleged conspiracy was to artificially increase prices of containerboard products during the period of August 2005 to October 2010 (the time of filing of the complaint). The complaint was filed as a class action suit on behalf of all purchasers of containerboard products during such period. On April 4, 2014, we reached an agreement with the representatives of the class to settle this lawsuit for $17.6 million. These costs were recorded in "Other expense, net" in our Consolidated Income Statement for the nine months ended September 30, 2014. On May 6, 2014, the court preliminarily approved the settlement. Notice of the proposed settlement was mailed to potential class members and $17.6 million was paid to the settlement fund escrow account in June 2014. The court granted final approval to the settlement on September 4, 2014. | |
We are also a party to other legal actions arising in the ordinary course of our business. These legal actions include commercial liability claims, premises liability claims, and employment-related claims, among others. As of the date of this filing, we believe it is not reasonably possible that any of the legal actions against us will, either individually or in the aggregate, have a material adverse effect on our financial condition, results of operations, or cash flows. |
Nature_of_Operations_and_Basis1
Nature of Operations and Basis of Presentation (Policies) | 9 Months Ended |
Sep. 30, 2014 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' |
Use of Estimates | ' |
The preparation of the consolidated financial statements involves the use of estimates and accruals. Actual results may vary from those estimates. | |
Consolidation | ' |
The consolidated financial statements include the accounts of PCA and its majority-owned subsidiaries after elimination of intercompany balances and transactions. Boise's results are included in our results for periods after October 25, 2013. |
Change_in_Accounting_Principle1
Change in Accounting Principle: Inventories (Policies) | 9 Months Ended |
Sep. 30, 2014 | |
Inventory Disclosure [Abstract] | ' |
Inventory Valuation | ' |
Effective January 1, 2014, the Company elected to change its method of accounting for certain inventories from lower of cost, as determined by the LIFO method, or market, to lower of cost, as determined by the average cost method, or market. |
Change_in_Accounting_Principle2
Change in Accounting Principle: Inventories (Tables) | 9 Months Ended | ||||||||||||||||||||||||
Sep. 30, 2014 | |||||||||||||||||||||||||
Inventory Disclosure [Abstract] | ' | ||||||||||||||||||||||||
Effect of Change on Consolidated Statement of Income and Comprehensive Income | ' | ||||||||||||||||||||||||
Certain components of our financial statements affected by the change in valuation methodology as originally reported under the LIFO method and as adjusted for the change to the average cost method were as follows (in thousands, except per share data): | |||||||||||||||||||||||||
Three Months Ended | Nine Months Ended | ||||||||||||||||||||||||
September 30, 2013 | September 30, 2013 | ||||||||||||||||||||||||
Consolidated Statements of Income and Comprehensive Income | As Previously Reported (a) | Effect of Change | As Adjusted | As Previously Reported (a) | Effect of Change | As Adjusted | |||||||||||||||||||
Cost of sales | $ | (618,663 | ) | $ | 822 | $ | (617,841 | ) | $ | (1,799,285 | ) | $ | 6,503 | $ | (1,792,782 | ) | |||||||||
Gross profit | 226,777 | 822 | 227,599 | 601,592 | 6,503 | 608,095 | |||||||||||||||||||
Income from operations | 141,960 | 822 | 142,782 | 352,476 | 6,503 | 358,979 | |||||||||||||||||||
Income before taxes | 130,110 | 822 | 130,932 | 322,143 | 6,503 | 328,646 | |||||||||||||||||||
Provision for income taxes | (45,930 | ) | (320 | ) | (46,250 | ) | (112,885 | ) | (2,533 | ) | (115,418 | ) | |||||||||||||
Net income | 84,180 | 502 | 84,682 | 209,258 | 3,970 | 213,228 | |||||||||||||||||||
Comprehensive income | 93,400 | 502 | 93,902 | 237,206 | 3,970 | 241,176 | |||||||||||||||||||
Net income per common share: | |||||||||||||||||||||||||
Basic | 0.87 | 0.01 | 0.88 | 2.17 | 0.04 | 2.21 | |||||||||||||||||||
Diluted | 0.86 | 0.01 | 0.87 | 2.15 | 0.04 | 2.19 | |||||||||||||||||||
___________ | |||||||||||||||||||||||||
(a) | Certain amounts in prior periods' consolidated financial statements have been reclassified to conform with the current period presentation. | ||||||||||||||||||||||||
Effect of Change on Consolidated Balance Sheet | ' | ||||||||||||||||||||||||
December 31, 2013 | |||||||||||||||||||||||||
Consolidated Balance Sheet | As Previously Reported | Effect of Change | As Adjusted | ||||||||||||||||||||||
Inventories | $ | 522,523 | $ | 71,768 | $ | 594,291 | |||||||||||||||||||
Deferred income tax assets | 75,579 | (27,963 | ) | 47,616 | |||||||||||||||||||||
Retained earnings | 975,296 | 43,805 | 1,019,101 | ||||||||||||||||||||||
Effect of Change on Consolidated Statement of Cash Flows | ' | ||||||||||||||||||||||||
Nine Months Ended | |||||||||||||||||||||||||
September 30, 2013 | |||||||||||||||||||||||||
Consolidated Statement of Cash Flows | As Previously Reported | Effect of Change | As Adjusted | ||||||||||||||||||||||
Net income | $ | 209,258 | $ | 3,970 | $ | 213,228 | |||||||||||||||||||
Adjustments to reconcile net income to net cash provided by operating activities: | |||||||||||||||||||||||||
Deferred income tax provision | 3,604 | 2,533 | 6,137 | ||||||||||||||||||||||
Change in inventories | 1,875 | (6,503 | ) | (4,628 | ) | ||||||||||||||||||||
Components of Inventories | ' | ||||||||||||||||||||||||
The components of inventories were as follows (dollars in thousands): | |||||||||||||||||||||||||
September 30, | December 31, | ||||||||||||||||||||||||
2014 | 2013 | ||||||||||||||||||||||||
Raw materials | $ | 239,673 | $ | 212,027 | |||||||||||||||||||||
Work in process | 12,739 | 13,898 | |||||||||||||||||||||||
Finished goods | 195,538 | 209,972 | |||||||||||||||||||||||
Supplies and materials | 169,012 | 158,394 | |||||||||||||||||||||||
Inventories | $ | 616,962 | $ | 594,291 | |||||||||||||||||||||
Acquisitions_Tables
Acquisitions (Tables) | 9 Months Ended | |||
Sep. 30, 2014 | ||||
Business Combinations [Abstract] | ' | |||
Pro Forma Financial Information | ' | |||
Pro Forma Financial Information | ||||
The following pro forma financial information presents the combined results of operations as if Boise had been combined with us on January 1, 2013. The pro forma results are intended for informational purposes only and do not purport to represent what the combined companies' results of operations would actually have been had the transactions in fact occurred on January 1, 2013. They also do not reflect any cost savings, operating synergies, or revenue enhancements that we may achieve or the costs necessary to achieve those cost savings, operating synergies, or revenue enhancements, or costs relating to integration efforts (dollars in millions, except per-share amounts). | ||||
Pro Forma (a) | ||||
Nine Months Ended | ||||
September 30, 2013 | ||||
Net sales | $ | 4,256 | ||
Net income (b) | $ | 248 | ||
Net income per share—diluted (b) | $ | 2.54 | ||
____________ | ||||
(a) | The pro forma financial information presented in the table above has been adjusted to give effect to adjustments that are directly related to the acquisition, factually supportable, and expected to have a continuing impact. These adjustments include, but are not limited to, the application of our accounting policies (including the deferral method of accounting for planned major maintenance activities, which increased pro forma net income $12.5 million for the nine months ended September 30, 2013); elimination of intercompany transactions; depreciation and amortization related to fair value adjustments to property, plant, and equipment and intangible assets; interest expense on acquisition-related debt; and $7.5 million of pre-tax acquisition-related costs which primarily consist of advisory, legal, accounting, financing, and other professional or consulting fees. | |||
(b) | Included in pro forma net income for the nine months ended September 30, 2013, are $16.2 million of pre-tax costs, related primarily to the restructuring of Boise's white paper mill in International Falls, Minnesota, and $15.2 million of incremental depreciation expense related to shortening the estimated useful lives of certain assets, primarily at the white paper mill in International Falls, Minnesota |
Other_Expense_Net_Tables
Other Expense, Net (Tables) | 9 Months Ended | |||||||||||||||
Sep. 30, 2014 | ||||||||||||||||
Other Income and Expenses [Abstract] | ' | |||||||||||||||
Components of Other (Income) Expense | ' | |||||||||||||||
The components of other (income) expense were as follows (in thousands): | ||||||||||||||||
Three Months Ended | Nine Months Ended | |||||||||||||||
30-Sep | 30-Sep | |||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||
DeRidder restructuring (a) | $ | 4,270 | $ | — | $ | 5,690 | $ | — | ||||||||
Integration-related and other costs (b) | 3,040 | — | 11,999 | — | ||||||||||||
Class action lawsuit settlement (c) | — | — | 17,600 | — | ||||||||||||
Pension curtailment charges (d) | — | 3,132 | — | 10,908 | ||||||||||||
Acquisition-related costs (e) | — | 1,479 | — | 1,479 | ||||||||||||
Asset disposals and write-offs | 2,854 | 3,486 | 6,912 | 9,508 | ||||||||||||
Other | 2,146 | (376 | ) | 1,803 | 615 | |||||||||||
Total | $ | 12,310 | $ | 7,721 | $ | 44,004 | $ | 22,510 | ||||||||
___________ | ||||||||||||||||
(a) | Costs relate primarily to the conversion of the Number 3 newsprint machine at our DeRidder, Louisiana, mill to produce lightweight linerboard and corrugating medium, and our exit from the newsprint business in September 2014. | |||||||||||||||
(b) | The three and nine months ended September 30, 2014, include Boise acquisition integration-related and other costs. | |||||||||||||||
(c) | The nine months ended September 30, 2014, includes $17.6 million of costs for the settlement of the Kleen Products LLC v Packaging Corp. of America et al class action lawsuit. See Note 18, Commitments, Guarantees, Indemnifications and Legal Proceedings, for more information. | |||||||||||||||
(d) | The three and nine months ended September 30, 2013, include $3.1 million and $10.9 million, respectively, of non-cash pension curtailment charges related to pension plan changes in which certain hourly corrugated plant and containerboard mill employees will transition from a defined benefit pension plan to a defined contribution (401k) plan. | |||||||||||||||
(e) | The three and nine months ended September 30, 2013, both include $1.5 million of acquisition-related costs, primarily for professional fees related to transaction-advisory services and expenses related to financing the acquisition of Boise. |
Earnings_Per_Share_Tables
Earnings Per Share (Tables) | 9 Months Ended | |||||||||||||||
Sep. 30, 2014 | ||||||||||||||||
Earnings Per Share [Abstract] | ' | |||||||||||||||
Computation of Basic and Diluted Income Per Common Share | ' | |||||||||||||||
The following table sets forth the computation of basic and diluted income per common share for the periods presented (dollars and shares in thousands, except per share data). | ||||||||||||||||
Three Months Ended | Nine Months Ended | |||||||||||||||
30-Sep | 30-Sep | |||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||
Numerator: | ||||||||||||||||
Net income | $ | 104,445 | $ | 84,682 | $ | 294,088 | $ | 213,228 | ||||||||
Less: distributed and undistributed earnings allocated to participating securities | (1,451 | ) | — | (4,381 | ) | — | ||||||||||
Net income attributable to common shareholders | $ | 102,994 | $ | 84,682 | $ | 289,707 | $ | 213,228 | ||||||||
Denominator: | ||||||||||||||||
Weighted average basic common shares outstanding | 97,165 | 96,758 | 96,954 | 96,536 | ||||||||||||
Effect of dilutive securities | 57 | 839 | 53 | 976 | ||||||||||||
Diluted common shares outstanding | 97,222 | 97,597 | 97,007 | 97,512 | ||||||||||||
Basic income per common share | $ | 1.06 | $ | 0.88 | $ | 2.99 | $ | 2.21 | ||||||||
Diluted income per common share | $ | 1.06 | $ | 0.87 | $ | 2.99 | $ | 2.19 | ||||||||
Property_Plant_and_Equipment_T
Property, Plant, and Equipment (Tables) | 9 Months Ended | |||||||
Sep. 30, 2014 | ||||||||
Property, Plant and Equipment [Abstract] | ' | |||||||
Property, Plant, and Equipment | ' | |||||||
Property, plant, and equipment consist of the following (dollars in thousands): | ||||||||
September 30, | December 31, | |||||||
2014 | 2013 | |||||||
Land and land improvements | $ | 138,486 | $ | 140,592 | ||||
Buildings | 645,173 | 628,948 | ||||||
Machinery and equipment | 4,374,819 | 4,246,294 | ||||||
Construction in progress | 253,150 | 168,808 | ||||||
Other | 53,177 | 48,058 | ||||||
Property, plant, and equipment, at cost | 5,464,805 | 5,232,700 | ||||||
Less accumulated depreciation | (2,646,672 | ) | (2,426,996 | ) | ||||
Property, plant, and equipment, net | $ | 2,818,133 | $ | 2,805,704 | ||||
Goodwill_and_Intangible_Assets1
Goodwill and Intangible Assets (Tables) | 9 Months Ended | |||||||||||||||||||
Sep. 30, 2014 | ||||||||||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ' | |||||||||||||||||||
Changes in the Carrying Amount of Goodwill | ' | |||||||||||||||||||
Changes in the carrying amount of our goodwill were as follows (dollars in thousands): | ||||||||||||||||||||
Goodwill | ||||||||||||||||||||
Balance at December 31, 2013 | $ | 526,789 | ||||||||||||||||||
Acquisitions (a) | 10,734 | |||||||||||||||||||
Adjustments related to purchase accounting (b) | 4,388 | |||||||||||||||||||
Balance at September 30, 2014 | $ | 541,911 | ||||||||||||||||||
___________ | ||||||||||||||||||||
(a) | In April 2014, we acquired the assets of Crockett Packaging, a corrugated products manufacturer, for $21.2 million, before $0.9 million of working capital adjustments, and recorded $10.7 million of goodwill in our Packaging segment. | |||||||||||||||||||
(b) | Adjustments relate primarily to the Boise acquisition, see Note 3, Acquisitions, for more information. | |||||||||||||||||||
Components of Intangible Assets | ' | |||||||||||||||||||
The weighted average remaining useful life, gross carrying amount, and accumulated amortization of our intangible assets were as follows (dollars in thousands): | ||||||||||||||||||||
30-Sep-14 | 31-Dec-13 | |||||||||||||||||||
Weighted Average Remaining Useful Life (in Years) | Gross | Accumulated | Weighted Average Remaining Useful Life (in Years) | Gross | Accumulated | |||||||||||||||
Carrying | Amortization | Carrying | Amortization | |||||||||||||||||
Amount | Amount | |||||||||||||||||||
Customer relationships | 14.5 | $ | 311,461 | $ | 31,759 | 15.4 | $ | 306,361 | $ | 16,509 | ||||||||||
Trademarks and trade names | 13.6 | 21,770 | 2,455 | 14.7 | 21,370 | 794 | ||||||||||||||
Other | 2.4 | 220 | 141 | 3 | 220 | 109 | ||||||||||||||
Total intangible assets (excluding goodwill) | 14.4 | $ | 333,451 | $ | 34,355 | 15.4 | $ | 327,951 | $ | 17,412 | ||||||||||
Accrued_Liabilities_Tables
Accrued Liabilities (Tables) | 9 Months Ended | |||||||
Sep. 30, 2014 | ||||||||
Accrued Liabilities [Abstract] | ' | |||||||
Components of Accrued Liabilities | ' | |||||||
The components of accrued liabilities were as follows (in thousands): | ||||||||
September 30, | December 31, | |||||||
2014 | 2013 | |||||||
Compensation and benefits | $ | 136,996 | $ | 130,455 | ||||
Franchise, property, sales and use taxes | 27,942 | 20,232 | ||||||
Medical insurance and workers’ compensation | 26,185 | 26,399 | ||||||
Customer volume discounts and rebates | 12,695 | 11,436 | ||||||
Environmental liabilities and asset retirement obligations | 6,829 | 7,812 | ||||||
Severance | 2,052 | 8,172 | ||||||
Legal contingencies | 1,283 | 1,000 | ||||||
Other | 14,776 | 8,552 | ||||||
Total | $ | 228,758 | $ | 214,058 | ||||
Debt_Tables
Debt (Tables) | 9 Months Ended | |||||||||||||
Sep. 30, 2014 | ||||||||||||||
Debt Disclosure [Abstract] | ' | |||||||||||||
Summary of Debt | ' | |||||||||||||
Our long-term debt and interest rates on that debt were as follows (dollars in thousands): | ||||||||||||||
September 30, 2014 | 31-Dec-13 | |||||||||||||
Amount | Interest Rate | Amount | Interest Rate | |||||||||||
Revolving Credit Facility, due October 2018 | $ | — | — | % | $ | — | — | % | ||||||
Five-Year Term Loan, due October 2018 | 65,000 | 1.53 | 650,000 | 1.54 | ||||||||||
Seven-Year Term Loan, due October 2020 | 645,125 | 1.78 | 650,000 | 1.79 | ||||||||||
6.50% Senior Notes, net of discounts of $22 and $26 as of September 30, 2014 and December 31, 2013, respectively, due March 2018 | 149,978 | 6.5 | 149,974 | 6.5 | ||||||||||
3.90% Senior Notes, net of discounts of $275 and $302 as of September 30, 2014 and December 31, 2013, respectively, due June 2022 | 399,725 | 3.9 | 399,698 | 3.9 | ||||||||||
4.50% Senior Notes, net of discount of $1,714 and $1,827 as of September 30, 2014 and December 31, 2013, respectively, due November 2023 | 698,286 | 4.5 | 698,173 | 4.5 | ||||||||||
3.65% Senior Notes, net of discount of $1,130 as of September 30, 2014, due September 2024 | 398,870 | 3.65 | — | — | ||||||||||
Total | 2,356,984 | 3.56 | 2,547,845 | 3.08 | ||||||||||
Less current portion | 6,500 | 1.78 | 39,000 | 1.59 | ||||||||||
Total long-term debt | $ | 2,350,484 | 3.56 | % | $ | 2,508,845 | 3.1 | % | ||||||
Employee_Benefit_Plans_and_Oth1
Employee Benefit Plans and Other Postretirement Benefits (Tables) | 9 Months Ended | |||||||||||||||
Sep. 30, 2014 | ||||||||||||||||
Pension Plans | ' | |||||||||||||||
Components of Net Periodic Benefit Costs | ' | |||||||||||||||
The components of net periodic benefit cost for our pension plans were as follows (dollars in thousands): | ||||||||||||||||
Pension Plans | ||||||||||||||||
Three Months Ended | Nine Months Ended | |||||||||||||||
30-Sep | 30-Sep | |||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||
Service cost | $ | 5,828 | $ | 5,825 | $ | 17,428 | $ | 18,322 | ||||||||
Interest cost | 11,507 | 4,269 | 34,400 | 12,250 | ||||||||||||
Expected return on plan assets | (12,657 | ) | (3,796 | ) | (38,008 | ) | (11,297 | ) | ||||||||
Net amortization of unrecognized amounts | ||||||||||||||||
Prior service cost | 1,641 | 163 | 4,922 | 3,284 | ||||||||||||
Actuarial loss | 155 | 2,217 | 465 | 5,221 | ||||||||||||
Curtailment loss (a) | — | 3,132 | — | 10,908 | ||||||||||||
Net periodic benefit cost | $ | 6,474 | $ | 11,810 | $ | 19,207 | $ | 38,688 | ||||||||
___________ | ||||||||||||||||
(a) | In June 2013, the United Steelworkers (“USW”) ratified a master labor agreement with PCA under which we froze certain USW-represented corrugated plant employees pension accruals under PCA’s hourly pension plan. Additionally, in September 2013, the USW ratified a master labor agreement with PCA under which we froze certain USW-represented containerboard mill employees pension accruals under PCA’s hourly pension plan. Following the pension freezes, affected USW-represented employees will transition to a defined contribution 401k plan. We recorded a $3.1 million and $10.9 million pre-tax pension curtailment charge related to the unrecognized prior service costs of employees impacted by the pension freezes during the three and nine months ended September 30, 2013, respectively. We also remeasured the hourly pension plan benefit obligation using current fair values of plan assets and current assumptions, resulting in a decrease in the benefit obligation of $21.9 million with a corresponding decrease in accumulated other comprehensive income (loss) of $13.4 million and deferred taxes of $8.5 million. | |||||||||||||||
Postretirement Plans | ' | |||||||||||||||
Components of Net Periodic Benefit Costs | ' | |||||||||||||||
The components of net periodic benefit cost for our postretirement plans were as follows (dollars in thousands): | ||||||||||||||||
Postretirement Plans | ||||||||||||||||
Three Months Ended | Nine Months Ended | |||||||||||||||
30-Sep | 30-Sep | |||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||
Service cost | $ | 392 | $ | 515 | $ | 1,177 | $ | 1,545 | ||||||||
Interest cost | 311 | 311 | 933 | 934 | ||||||||||||
Net amortization of unrecognized amounts | ||||||||||||||||
Prior service benefit | (57 | ) | (106 | ) | (170 | ) | (319 | ) | ||||||||
Actuarial loss | 26 | 134 | 77 | 401 | ||||||||||||
Net periodic benefit cost | $ | 672 | $ | 854 | $ | 2,017 | $ | 2,561 | ||||||||
Sharebased_Compensation_Tables
Share-based Compensation (Tables) | 9 Months Ended | |||||||||||||||
Sep. 30, 2014 | ||||||||||||||||
Share-based Compensation [Abstract] | ' | |||||||||||||||
Summary of Restricted Stock and Performance Unit Award Activity | ' | |||||||||||||||
The following table presents restricted stock and performance unit award activity for the nine months ended September 30, 2014: | ||||||||||||||||
Restricted Stock | Performance Units | |||||||||||||||
Shares | Weighted Average Grant- Date Fair Value | Shares | Weighted Average Grant- Date Fair Value | |||||||||||||
Outstanding at December 31, 2013 | 1,463,694 | $ | 31.48 | 70,600 | $ | 47.83 | ||||||||||
Granted | 229,489 | 70.24 | 56,889 | 71.19 | ||||||||||||
Vested | (475,050 | ) | 23.86 | — | — | |||||||||||
Forfeitures | (1,165 | ) | 62.74 | — | — | |||||||||||
Outstanding at September 30, 2014 | 1,216,968 | $ | 41.73 | 127,489 | $ | 58.25 | ||||||||||
Compensation Expense for Restricted Stock and Performance Units | ' | |||||||||||||||
Compensation expense for share-based awards recognized in the Consolidated Statements of Income, net of forfeitures was as follows (dollars in thousands): | ||||||||||||||||
Three Months Ended | Nine Months Ended | |||||||||||||||
30-Sep | 30-Sep | |||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||
Restricted stock | $ | (3,453 | ) | $ | (2,933 | ) | $ | (10,501 | ) | $ | (9,691 | ) | ||||
Performance units | (594 | ) | (249 | ) | (1,147 | ) | (265 | ) | ||||||||
Impact on income before income taxes | (4,047 | ) | (3,182 | ) | (11,648 | ) | (9,956 | ) | ||||||||
Income tax benefit | 1,572 | 1,237 | 4,530 | 3,868 | ||||||||||||
Impact on net income | $ | (2,475 | ) | $ | (1,945 | ) | $ | (7,118 | ) | $ | (6,088 | ) | ||||
Unrecognized Compensation For Restricted Stock and Performance Units | ' | |||||||||||||||
The unrecognized compensation expense for all share-based awards at September 30, 2014, was as follows (dollars in thousands): | ||||||||||||||||
30-Sep-14 | ||||||||||||||||
Unrecognized Compensation Expense | Remaining Weighted Average Recognition Period (in years) | |||||||||||||||
Restricted stock | $ | 30,543 | 2.7 | |||||||||||||
Performance units | 6,025 | 3.4 | ||||||||||||||
Total unrecognized share-based compensation expense | $ | 36,568 | 2.8 | |||||||||||||
Stockholders_Equity_Tables
Stockholders' Equity (Tables) | 9 Months Ended | |||||||||||||||||||
Sep. 30, 2014 | ||||||||||||||||||||
Equity [Abstract] | ' | |||||||||||||||||||
Components of Changes in Accumulated Other Comprehensive Income (AOCI) | ' | |||||||||||||||||||
Changes in accumulated other comprehensive income (loss) (“AOCI”) by component follows (dollars in thousands). Amounts in parentheses indicate losses. | ||||||||||||||||||||
Foreign Currency Translation Adjustments | Unrealized Loss On Treasury Locks, Net | Unrealized Loss on Foreign Exchange Contracts | Unfunded Employee Benefit Obligations | Total | ||||||||||||||||
Balance at December 31, 2013 | $ | (136 | ) | $ | (28,191 | ) | $ | (371 | ) | $ | (36,326 | ) | $ | (65,024 | ) | |||||
Other comprehensive income (loss) before reclassifications, net of tax | (1,656 | ) | — | — | — | (1,656 | ) | |||||||||||||
Amounts reclassified from AOCI, net of tax | — | 2,584 | (a) | 15 | (b) | 3,137 | (c) | 5,736 | ||||||||||||
Net current-period other comprehensive income (loss) | (1,656 | ) | 2,584 | 15 | 3,137 | 4,080 | ||||||||||||||
Balance at September 30, 2014 | $ | (1,792 | ) | $ | (25,607 | ) | $ | (356 | ) | $ | (33,189 | ) | $ | (60,944 | ) | |||||
Reclassifications Out of Accumulated Other Comprehensive Income (AOCI) | ' | |||||||||||||||||||
The following table presents information about reclassifications out of AOCI (dollars in thousands). Amounts in parentheses indicate expenses in the Consolidated Statements of Income. | ||||||||||||||||||||
Amounts Reclassified from AOCI | ||||||||||||||||||||
Three Months Ended | Nine Months Ended | Affected Line Item in the Statement Where Net Income is Presented | ||||||||||||||||||
30-Sep | 30-Sep | |||||||||||||||||||
Details about AOCI Components | 2014 | 2013 | 2014 | 2013 | ||||||||||||||||
Unrealized loss on treasury locks, net | $ | (1,414 | ) | $ | (1,414 | ) | $ | (4,242 | ) | $ | (4,242 | ) | See (a) below | |||||||
549 | 549 | 1,658 | 1,648 | Tax benefit | ||||||||||||||||
$ | (865 | ) | $ | (865 | ) | $ | (2,584 | ) | $ | (2,594 | ) | Net of tax | ||||||||
Unrealized loss on foreign exchange contracts | $ | (9 | ) | $ | (8 | ) | $ | (25 | ) | $ | (25 | ) | See (b) below | |||||||
4 | 3 | 10 | 10 | Tax benefit | ||||||||||||||||
$ | (5 | ) | $ | (5 | ) | $ | (15 | ) | $ | (15 | ) | Net of tax | ||||||||
Unfunded employee benefit obligations | ||||||||||||||||||||
Amortization of prior service costs | $ | (1,584 | ) | $ | (57 | ) | $ | (4,752 | ) | $ | (2,965 | ) | See (c) below | |||||||
Amortization of actuarial losses | (181 | ) | (2,351 | ) | (542 | ) | (5,622 | ) | See (c) below | |||||||||||
Curtailment loss | — | (3,132 | ) | — | (10,908 | ) | See (c) below | |||||||||||||
(1,765 | ) | (5,540 | ) | (5,294 | ) | (19,495 | ) | Total before tax | ||||||||||||
685 | 2,153 | 2,157 | 7,574 | Tax benefit | ||||||||||||||||
$ | (1,080 | ) | $ | (3,387 | ) | $ | (3,137 | ) | $ | (11,921 | ) | Net of tax | ||||||||
____________ | ||||||||||||||||||||
(a) | This AOCI component is included in interest expense, net. Amount relates to the amortization of the effective portion of treasury lock derivative instruments recorded in AOCI. The net amount of settlement gains or losses on derivative instruments included in AOCI to be amortized over the next 12 months is a net loss of $5.7 million ($3.5 million after tax). For a discussion of treasury lock derivative instrument activity, see Note 11, Derivative Instruments and Hedging Activities, of the Notes to Consolidated Financial Statements in "Part II, Item 8. Financial Statements and Supplementary Data" of our updated 2013 Financial Statements. | |||||||||||||||||||
(b) | This AOCI component is included in cost of sales. | |||||||||||||||||||
(c) | These AOCI components are included in the computation of net pension and postretirement benefit costs. See Note 11, Employee Benefit Plans and Other Postretirement Benefits, for additional information. |
Segment_Information_Tables
Segment Information (Tables) | 9 Months Ended | |||||||||||||||||
Sep. 30, 2014 | ||||||||||||||||||
Segment Reporting [Abstract] | ' | |||||||||||||||||
Analysis of Operations by Reportable Segment | ' | |||||||||||||||||
An analysis of operations by reportable segment were as follows (dollars in millions): | ||||||||||||||||||
Sales, net | Operating Income (Loss) | |||||||||||||||||
Three Months Ended September 30, 2014 (a) | Trade | Inter- | Total | |||||||||||||||
segment | ||||||||||||||||||
Packaging | $ | 1,174.20 | $ | 1.5 | $ | 1,175.70 | $ | 164.7 | (b) | |||||||||
Paper | 312.5 | — | 312.5 | 43 | (c) | |||||||||||||
Corporate and Other | 32.2 | 37 | 69.2 | (19.3 | ) | (d) | ||||||||||||
Intersegment eliminations | — | (38.5 | ) | (38.5 | ) | — | ||||||||||||
$ | 1,518.90 | $ | — | $ | 1,518.90 | 188.4 | ||||||||||||
Interest expense, net | (23.1 | ) | (e) | |||||||||||||||
Income before taxes | $ | 165.3 | ||||||||||||||||
Sales, net | Operating Income (Loss) | |||||||||||||||||
Three Months Ended September 30, 2013 | Trade | Inter- | Total | |||||||||||||||
segment | ||||||||||||||||||
Packaging | $ | 845.4 | $ | — | $ | 845.4 | $ | 154.9 | (f) | |||||||||
Corporate and Other | — | — | — | (12.1 | ) | (g) | ||||||||||||
$ | 845.4 | $ | — | $ | 845.4 | 142.8 | ||||||||||||
Interest expense, net | (11.9 | ) | (h) | |||||||||||||||
Income before taxes | $ | 130.9 | ||||||||||||||||
Sales, net | Operating Income (Loss) | |||||||||||||||||
Nine Months Ended September 30, 2014 (a) | Trade | Inter- | Total | |||||||||||||||
segment | ||||||||||||||||||
Packaging | $ | 3,413.80 | $ | 4.5 | $ | 3,418.30 | $ | 501.8 | (b) | |||||||||
Paper | 917 | — | 917 | 104.3 | (c) | |||||||||||||
Corporate and Other | 87.9 | 112.8 | 200.7 | (76.6 | ) | (d) | ||||||||||||
Intersegment eliminations | — | (117.3 | ) | (117.3 | ) | — | ||||||||||||
$ | 4,418.70 | $ | — | $ | 4,418.70 | 529.5 | ||||||||||||
Interest expense, net | (65.3 | ) | (e) | |||||||||||||||
Income before taxes | $ | 464.2 | ||||||||||||||||
Sales, net | Operating Income (Loss) | |||||||||||||||||
Nine Months Ended September 30, 2013 | Trade | Inter- | Total | |||||||||||||||
segment | ||||||||||||||||||
Packaging | $ | 2,400.90 | $ | — | $ | 2,400.90 | $ | 395.1 | (f) | |||||||||
Corporate and Other | — | — | — | (36.1 | ) | (g) | ||||||||||||
$ | 2,400.90 | $ | — | $ | 2,400.90 | 359 | ||||||||||||
Interest expense, net | (30.4 | ) | (h) | |||||||||||||||
Income before taxes | $ | 328.6 | ||||||||||||||||
____________ | ||||||||||||||||||
(a) | On October 25, 2013, we acquired Boise. The 2014 results include Boise for the full period. | |||||||||||||||||
(b) | Includes costs related primarily to the conversion of the Number 3 newsprint machine at our DeRidder, Louisiana, mill to produce lightweight linerboard and corrugating medium, and our exit from the newsprint business in September 2014. The three and nine months ended September 30, 2014, include $26.0 million and $47.8 million, respectively, of restructuring charges, primarily accelerated depreciation. The three and nine months ended September 30, 2014, includes $1.0 million and $5.4 million of Boise acquisition integration-related and other costs recorded in "Other expense, net". | |||||||||||||||||
(c) | Includes $0.4 million of income, net of expenses, for the nine months ended September 30, 2014, of integration related and other costs recorded in "Other expense, net". | |||||||||||||||||
(d) | Includes $2.0 million and $7.0 million, for the three and nine months ended September 30, 2014, of Boise acquisition integration-related and other costs recorded in "Other expense, net". | |||||||||||||||||
The nine months ended September 30, 2014, includes $17.6 million of costs for the settlement of the Kleen Products LLC v Packaging Corp. of America et al class action lawsuit. See Note 18, Commitments, Guarantees, Indemnifications and Legal Proceedings, for more information. These costs are recorded in "Other expense, net". | ||||||||||||||||||
(e) | Includes $1.5 million of expense related to the write-off of deferred financing costs in connection with the debt refinancing discussed in Note 10, Debt. | |||||||||||||||||
(f) | Includes $3.1 million and $10.9 million, for the three and nine months ended September 30, 2013, respectively, of non-cash pension curtailment charges related to pension plan changes in which certain hourly corrugated plant and containerboard mill employees will transition from a defined benefit pension plan to a defined contribution (401k) plan. | |||||||||||||||||
(g) | Includes $1.5 million of Boise acquisition-related costs primarily for professional fees related to transaction-advisory services. | |||||||||||||||||
(h) | Includes $2.7 million of acquisition-related costs primarily related to financing the acquisition of Boise. |
Nature_of_Operations_and_Basis2
Nature of Operations and Basis of Presentation - Additional Information (Details) | 9 Months Ended | 10 Months Ended |
Sep. 30, 2014 | Oct. 23, 2013 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' | ' |
Number of reportable segments | 3 | 1 |
Change_in_Accounting_Principle3
Change in Accounting Principle: Inventories (Details) (USD $) | 3 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | ||||||||||
In Thousands, except Per Share data, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2013 | Dec. 31, 2013 | ||||
Change in Accounting Method for Inventory Valuation | Change in Accounting Method for Inventory Valuation | Change in Accounting Method for Inventory Valuation | Change in Accounting Method for Inventory Valuation | Pro Forma Effect Had Inventory Change Not Been Made | Pro Forma Effect Had Inventory Change Not Been Made | As Previously Reported (under LIFO) | As Previously Reported (under LIFO) | As Previously Reported (under LIFO) | ||||||||||
Effect of Change in Accounting Principle | Effect of Change in Accounting Principle | Effect of Change in Accounting Principle | Effect of Change in Accounting Principle | Change in Accounting Method for Inventory Valuation | Change in Accounting Method for Inventory Valuation | |||||||||||||
Consolidated Statements of Income and Comprehensive Income | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||
Cost of sales | ($1,198,607) | ($617,841) | ($3,486,108) | ($1,792,782) | ' | $822 | $6,503 | ' | ' | ' | ' | ($618,663) | [1] | ($1,799,285) | [1] | ' | ||
Gross profit | 320,333 | 227,599 | 932,545 | 608,095 | ' | 822 | 6,503 | ' | ' | ' | ' | 226,777 | [1] | 601,592 | [1] | ' | ||
Income from operations | 188,378 | [2] | 142,782 | 529,534 | [2] | 358,979 | ' | 822 | 6,503 | ' | ' | ' | ' | 141,960 | [1] | 352,476 | [1] | ' |
Income before taxes | 165,267 | [2] | 130,932 | 464,223 | [2] | 328,646 | ' | 822 | 6,503 | ' | ' | ' | ' | 130,110 | [1] | 322,143 | [1] | ' |
Provision for income taxes | -60,822 | -46,250 | -170,135 | -115,418 | ' | -320 | -2,533 | ' | ' | ' | ' | -45,930 | [1] | -112,885 | [1] | ' | ||
Net income | 104,445 | 84,682 | 294,088 | 213,228 | ' | 502 | 3,970 | ' | ' | 1,700 | 1,500 | 84,180 | [1] | 209,258 | [1] | ' | ||
Comprehensive income | 104,831 | 93,902 | 298,168 | 241,176 | ' | 502 | 3,970 | ' | ' | ' | ' | 93,400 | [1] | 237,206 | [1] | ' | ||
Net income per common share: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||
Basic (in dollars per share) | $1.06 | $0.88 | $2.99 | $2.21 | ' | $0.01 | $0.04 | ' | ' | ' | ' | $0.87 | [1] | $2.17 | [1] | ' | ||
Diluted (in dollars per share) | $1.06 | $0.87 | $2.99 | $2.19 | ' | $0.01 | $0.04 | ' | ' | ' | ' | $0.86 | [1] | $2.15 | [1] | ' | ||
Consolidated Balance Sheet | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||
Inventories | 616,962 | ' | 616,962 | ' | 594,291 | ' | ' | 71,768 | ' | -69,300 | -69,300 | ' | ' | 522,523 | ||||
Deferred income tax assets | 32,280 | ' | 32,280 | ' | 47,616 | ' | ' | -27,963 | ' | ' | ' | ' | ' | 75,579 | ||||
Retained earnings | 1,184,155 | ' | 1,184,155 | ' | 1,019,101 | ' | ' | 43,805 | 38,800 | ' | ' | ' | ' | 975,296 | ||||
Consolidated Statement of Cash Flows | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||
Net income | 104,445 | 84,682 | 294,088 | 213,228 | ' | 502 | 3,970 | ' | ' | 1,700 | 1,500 | 84,180 | [1] | 209,258 | [1] | ' | ||
Deferred income tax provision | ' | ' | 17,427 | 6,137 | ' | ' | 2,533 | ' | ' | ' | ' | ' | 3,604 | ' | ||||
Inventories | ' | ' | ($22,520) | ($4,628) | ' | ' | ($6,503) | ' | ' | ' | ' | ' | $1,875 | ' | ||||
[1] | Certain amounts in prior periods' consolidated financial statements have been reclassified to conform with the current period presentation. | |||||||||||||||||
[2] | On OctoberB 25, 2013, we acquired Boise. The 2014 results include Boise for the full period. |
Change_in_Accounting_Principle4
Change in Accounting Principle: Inventories Components of Inventories (Details) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Inventory Disclosure [Abstract] | ' | ' |
Raw materials | $239,673 | $212,027 |
Work in process | 12,739 | 13,898 |
Finished goods | 195,538 | 209,972 |
Supplies and materials | 169,012 | 158,394 |
Inventories | $616,962 | $594,291 |
Acquisitions_Narrative_Details
Acquisitions (Narrative) (Details) (USD $) | 9 Months Ended | 9 Months Ended | 12 Months Ended | 0 Months Ended | 9 Months Ended | |||||
Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2014 | Dec. 31, 2013 | Oct. 25, 2013 | Sep. 30, 2014 | Dec. 31, 2013 | Apr. 28, 2014 | Sep. 30, 2014 | ||
Boise Inc. | Boise Inc. | Boise Inc. | Packaging | Packaging | Packaging | Packaging | ||||
Crockett Packaging | Crockett Packaging | |||||||||
Business Acquisition [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Business acquisition, cost of acquired entity | ' | ' | ' | $2,100,000,000 | ' | ' | ' | $21,200,000 | ' | |
Working capital adjustments | ' | ' | ' | ' | ' | ' | ' | ' | -900,000 | |
Goodwill | 541,911,000 | 526,789,000 | ' | ' | ' | 487,900,000 | 472,900,000 | ' | 10,700,000 | |
Intangible assets acquired | ' | ' | ' | ' | ' | ' | ' | ' | 5,500,000 | |
Acquired finite-lived intangible assets, weighted average useful life | ' | ' | ' | ' | ' | ' | ' | ' | '10 years | |
Outstanding stock and voting equity interests acquired | ' | ' | ' | ' | 100.00% | ' | ' | ' | ' | |
Adjustments related to purchase accounting | $4,388,000 | [1] | ' | $4,300,000 | ' | ' | ' | ' | ' | ' |
[1] | Adjustments relate primarily to the Boise acquisition, see Note 3, Acquisitions, for more information. |
Acquisitions_Pro_Forma_Financi
Acquisitions Pro Forma Financial Information (Unaudited) (Details) (Boise Inc., USD $) | 9 Months Ended | |
In Millions, except Per Share data, unless otherwise specified | Sep. 30, 2013 | |
Business Acquisition [Line Items] | ' | |
Net sales | $4,256 | [1] |
Net income | 248 | [1],[2] |
Net income per share - diluted | $2.54 | [1],[2] |
Major Maintenance | ' | |
Business Acquisition [Line Items] | ' | |
Net income | 12.5 | |
Acquisition-Related Costs | ' | |
Business Acquisition [Line Items] | ' | |
Pre-tax income from operations | 7.5 | |
Restructuring Charges | ' | |
Business Acquisition [Line Items] | ' | |
Pre-tax income from operations | 16.2 | |
Incremental Depreciation | ' | |
Business Acquisition [Line Items] | ' | |
Pre-tax income from operations | $15.20 | |
[1] | The pro forma financial information presented in the table above has been adjusted to give effect to adjustments that are directly related to the acquisition, factually supportable, and expected to have a continuing impact. These adjustments include, but are not limited to, the application of our accounting policies (including the deferral method of accounting for planned major maintenance activities, which increased pro forma net income $12.5 million for the nine months ended September 30, 2013); elimination of intercompany transactions; depreciation and amortization related to fair value adjustments to property, plant, and equipment and intangible assets; interest expense on acquisition-related debt; and $7.5 million of pre-tax acquisition-related costs which primarily consist of advisory, legal, accounting, financing, and other professional or consulting fees. | |
[2] | Included in pro forma net income for the nine months ended September 30, 2013, are $16.2 million of pre-tax costs, related primarily to the restructuring of Boise's white paper mill in International Falls, Minnesota, and $15.2 million of incremental depreciation expense related to shortening the estimated useful lives of certain assets, primarily at the white paper mill in International Falls, Minnesota. |
Other_Expense_Net_Details
Other Expense, Net (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||||||
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | ||||
Other Expense, Net [Line Items] | ' | ' | ' | ' | ||||
DeRidder restructuring | $4,270 | [1] | $0 | $5,690 | [1] | $0 | ||
Integration-related and other costs | 3,040 | [2] | 0 | 11,999 | [2] | 0 | ||
Class action lawsuit settlement | 0 | 0 | 17,600 | [3] | 0 | |||
Pension curtailment charges | 0 | 3,132 | [4] | 0 | 10,908 | [4] | ||
Acquisition-related costs | 0 | 1,479 | [5] | 0 | 1,479 | [5] | ||
Asset disposals and write-offs | 2,854 | 3,486 | 6,912 | 9,508 | ||||
Other | 2,146 | -376 | 1,803 | 615 | ||||
Total | 12,310 | 7,721 | 44,004 | 22,510 | ||||
Corporate and Other | ' | ' | ' | ' | ||||
Other Expense, Net [Line Items] | ' | ' | ' | ' | ||||
Class action lawsuit settlement | ' | ' | $17,600 | [3] | ' | |||
[1] | Costs relate primarily to the conversion of the Number 3 newsprint machine at our DeRidder, Louisiana, mill to produce lightweight linerboard and corrugating medium, and our exit from the newsprint business in September 2014. | |||||||
[2] | The three and nine months ended SeptemberB 30, 2014, include Boise acquisition integration-related and other costs. | |||||||
[3] | The nine months ended SeptemberB 30, 2014, includes $17.6 million of costs for the settlement of the Kleen Products LLC v Packaging Corp. of America et al class action lawsuit. See Note 18, Commitments, Guarantees, Indemnifications and Legal Proceedings, for more information. | |||||||
[4] | The three and nine months ended SeptemberB 30, 2013, include $3.1 million and $10.9 million, respectively, of non-cash pension curtailment charges related to pension plan changes in which certain hourly corrugated plant and containerboard mill employees will transition from a defined benefit pension plan to a defined contribution (401k) plan. | |||||||
[5] | The three and nine months ended SeptemberB 30, 2013, both include $1.5 million of acquisition-related costs, primarily for professional fees related to transaction-advisory services and expenses related to financing the acquisition of Boise. |
Earnings_Per_Share_Computation
Earnings Per Share Computation of Basic and Diluted Income Per Common Share (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 |
Earnings Per Share [Abstract] | ' | ' | ' | ' |
Net income | $104,445 | $84,682 | $294,088 | $213,228 |
Less: distributed and undistributed earnings allocated to participating securities | -1,451 | 0 | -4,381 | 0 |
Net income attributable to common shareholders | $102,994 | $84,682 | $289,707 | $213,228 |
Weighted average basic common shares outstanding | 97,165 | 96,758 | 96,954 | 96,536 |
Effect of dilutive securities | 57 | 839 | 53 | 976 |
Diluted common shares outstanding | 97,222 | 97,597 | 97,007 | 97,512 |
Basic income per common share (in dollars per share) | $1.06 | $0.88 | $2.99 | $2.21 |
Diluted income per common share (in dollars per share) | $1.06 | $0.87 | $2.99 | $2.19 |
Income_Taxes_Details
Income Taxes (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | |
Income Tax Disclosure [Abstract] | ' | ' | ' | ' |
Income tax provision | $60,822,000 | $46,250,000 | $170,135,000 | $115,418,000 |
Effective income tax rate, percent | 36.80% | 35.30% | 36.60% | 35.10% |
Effective income tax rate, at federal statutory income tax rate, percent | 35.00% | 35.00% | 35.00% | 35.00% |
Cash paid for taxes, net of refunds received | ' | ' | $110,800,000 | $45,700,000 |
Property_Plant_and_Equipment_D
Property, Plant, and Equipment (Details) (USD $) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 | |
Property, Plant, and Equipment [Line Items] | ' | ' | ' | ' | ' |
Property, plant, and equipment, at cost | $5,464,805,000 | ' | $5,464,805,000 | ' | $5,232,700,000 |
Less accumulated depreciation | -2,646,672,000 | ' | -2,646,672,000 | ' | -2,426,996,000 |
Property, plant, and equipment, net | 2,818,133,000 | ' | 2,818,133,000 | ' | 2,805,704,000 |
Depreciation [Abstract] | ' | ' | ' | ' | ' |
Depreciation expense | 95,100,000 | 42,400,000 | 264,100,000 | 125,200,000 | ' |
Incremental depreciation | 18,200,000 | ' | 35,400,000 | ' | ' |
Purchases of property, plant, and equipment included in accounts payable | ' | ' | 49,600,000 | ' | ' |
Land and Land Improvements | ' | ' | ' | ' | ' |
Property, Plant, and Equipment [Line Items] | ' | ' | ' | ' | ' |
Property, plant, and equipment, at cost | 138,486,000 | ' | 138,486,000 | ' | 140,592,000 |
Buildings | ' | ' | ' | ' | ' |
Property, Plant, and Equipment [Line Items] | ' | ' | ' | ' | ' |
Property, plant, and equipment, at cost | 645,173,000 | ' | 645,173,000 | ' | 628,948,000 |
Machinery and Equipment | ' | ' | ' | ' | ' |
Property, Plant, and Equipment [Line Items] | ' | ' | ' | ' | ' |
Property, plant, and equipment, at cost | 4,374,819,000 | ' | 4,374,819,000 | ' | 4,246,294,000 |
Construction in Progress | ' | ' | ' | ' | ' |
Property, Plant, and Equipment [Line Items] | ' | ' | ' | ' | ' |
Property, plant, and equipment, at cost | 253,150,000 | ' | 253,150,000 | ' | 168,808,000 |
Other | ' | ' | ' | ' | ' |
Property, Plant, and Equipment [Line Items] | ' | ' | ' | ' | ' |
Property, plant, and equipment, at cost | $53,177,000 | ' | $53,177,000 | ' | $48,058,000 |
Goodwill_and_Intangible_Assets2
Goodwill and Intangible Assets Goodwill (Details) (USD $) | 9 Months Ended | 0 Months Ended | 9 Months Ended | |||||
Sep. 30, 2014 | Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2014 | Dec. 31, 2013 | Apr. 28, 2014 | Sep. 30, 2014 | ||
Packaging | Packaging | Paper | Paper | Crockett Packaging | Crockett Packaging | |||
Packaging | Packaging | |||||||
Goodwill [Line Items] | ' | ' | ' | ' | ' | ' | ' | |
Goodwill | $541,911,000 | $487,900,000 | $472,900,000 | $54,000,000 | $53,900,000 | ' | $10,700,000 | |
Business acquisition, cost of acquired entity | ' | ' | ' | ' | ' | 21,200,000 | ' | |
Working capital adjustments | ' | ' | ' | ' | ' | ' | -900,000 | |
Goodwill [Roll Forward] | ' | ' | ' | ' | ' | ' | ' | |
Balance at December 31, 2013 | 526,789,000 | 487,900,000 | 472,900,000 | 54,000,000 | 53,900,000 | ' | ' | |
Acquisitions | 10,734,000 | [1] | ' | ' | ' | ' | ' | ' |
Adjustments related to purchase accounting | 4,388,000 | [2] | ' | ' | ' | ' | ' | ' |
Balance at September 30, 2014 | $541,911,000 | $487,900,000 | $472,900,000 | $54,000,000 | $53,900,000 | ' | $10,700,000 | |
[1] | In April 2014, we acquired the assets of Crockett Packaging, a corrugated products manufacturer, for $21.2 million, before $0.9 million of working capital adjustments, and recorded $10.7 million of goodwill in our Packaging segment. | |||||||
[2] | Adjustments relate primarily to the Boise acquisition, see Note 3, Acquisitions, for more information. |
Goodwill_and_Intangible_Assets3
Goodwill and Intangible Assets Intangible Assets (Details) (USD $) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 | |
Finite-Lived Intangible Assets [Line Items] | ' | ' | ' | ' | ' |
Weighted Average Remaining Useful Life (in Years) | ' | ' | '14 years 5 months 1 day | ' | '15 years 4 months 10 days |
Gross Carrying Amount | $333,451,000 | ' | $333,451,000 | ' | $327,951,000 |
Accumulated Amortization | 34,355,000 | ' | 34,355,000 | ' | 17,412,000 |
Intangible assets amortization expense | 5,700,000 | 800,000 | 16,900,000 | 2,500,000 | ' |
Customer Relationships | ' | ' | ' | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' | ' | ' | ' |
Weighted Average Remaining Useful Life (in Years) | ' | ' | '14 years 5 months 23 days | ' | '15 years 4 months 28 days |
Gross Carrying Amount | 311,461,000 | ' | 311,461,000 | ' | 306,361,000 |
Accumulated Amortization | 31,759,000 | ' | 31,759,000 | ' | 16,509,000 |
Trademarks and Trade Names | ' | ' | ' | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' | ' | ' | ' |
Weighted Average Remaining Useful Life (in Years) | ' | ' | '13 years 7 months 13 days | ' | '14 years 8 months 16 days |
Gross Carrying Amount | 21,770,000 | ' | 21,770,000 | ' | 21,370,000 |
Accumulated Amortization | 2,455,000 | ' | 2,455,000 | ' | 794,000 |
Other Intangible Assets | ' | ' | ' | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' | ' | ' | ' |
Weighted Average Remaining Useful Life (in Years) | ' | ' | '2 years 4 months 24 days | ' | '3 years |
Gross Carrying Amount | 220,000 | ' | 220,000 | ' | 220,000 |
Accumulated Amortization | $141,000 | ' | $141,000 | ' | $109,000 |
Accrued_Liabilities_Details
Accrued Liabilities (Details) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Accrued Liabilities [Abstract] | ' | ' |
Compensation and benefits | $136,996 | $130,455 |
Franchise, property, sales and use taxes | 27,942 | 20,232 |
Medical insurance and workersb compensation | 26,185 | 26,399 |
Customer volume discounts and rebates | 12,695 | 11,436 |
Environmental liabilities and asset retirement obligations | 6,829 | 7,812 |
Severance | 2,052 | 8,172 |
Legal contingencies | 1,283 | 1,000 |
Other | 14,776 | 8,552 |
Total | $228,758 | $214,058 |
Debt_Summary_of_Debt_Details
Debt Summary of Debt (Details) (USD $) | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 05, 2014 | Dec. 31, 2013 |
Debt Instrument [Line Items] | ' | ' | ' |
Long-term debt | $2,356,984 | ' | $2,547,845 |
Less current portion | 6,500 | ' | 39,000 |
Long-term debt | 2,350,484 | ' | 2,508,845 |
Weighted-average interest rate | 3.56% | ' | 3.08% |
Line of Credit | ' | ' | ' |
Debt Instrument [Line Items] | ' | ' | ' |
Long-term debt | 0 | ' | 0 |
Stated interest rate | 0.00% | ' | 0.00% |
Credit facility, expiration date | 18-Oct-18 | ' | ' |
Five-Year Term Loan, due October 2018 | Unsecured Debt | ' | ' | ' |
Debt Instrument [Line Items] | ' | ' | ' |
Long-term debt | 65,000 | ' | 650,000 |
Stated interest rate | 1.53% | ' | 1.54% |
Debt instrument, maturity date | 18-Oct-18 | ' | ' |
Seven-Year Term Loan, due October 2020 | Unsecured Debt | ' | ' | ' |
Debt Instrument [Line Items] | ' | ' | ' |
Long-term debt | 645,125 | ' | 650,000 |
Stated interest rate | 1.78% | ' | 1.79% |
Debt instrument, maturity date | 18-Oct-20 | ' | ' |
6.50% Senior Notes, due March 2018 | Senior Notes | ' | ' | ' |
Debt Instrument [Line Items] | ' | ' | ' |
Long-term debt | 149,978 | ' | 149,974 |
Stated interest rate | 6.50% | ' | 6.50% |
Debt instrument, maturity date | 15-Mar-18 | ' | ' |
Senior notes, discount | 22 | ' | 26 |
3.90% Senior Notes, due June 2022 | Senior Notes | ' | ' | ' |
Debt Instrument [Line Items] | ' | ' | ' |
Long-term debt | 399,725 | ' | 399,698 |
Stated interest rate | 3.90% | ' | 3.90% |
Debt instrument, maturity date | 15-Jun-22 | ' | ' |
Senior notes, discount | 275 | ' | 302 |
4.50% Senior Notes, due November 2023 | Senior Notes | ' | ' | ' |
Debt Instrument [Line Items] | ' | ' | ' |
Long-term debt | 698,286 | ' | 698,173 |
Stated interest rate | 4.50% | ' | 4.50% |
Debt instrument, maturity date | 1-Nov-23 | ' | ' |
Senior notes, discount | 1,714 | ' | 1,827 |
3.65% Senior Notes, due September 2024 | Senior Notes | ' | ' | ' |
Debt Instrument [Line Items] | ' | ' | ' |
Long-term debt | 398,870 | ' | 0 |
Stated interest rate | 3.65% | 3.65% | 0.00% |
Debt instrument, maturity date | 15-Sep-24 | ' | ' |
Senior notes, discount | $1,130 | ' | ' |
Current Portion of Long-term Debt | ' | ' | ' |
Debt Instrument [Line Items] | ' | ' | ' |
Stated interest rate | 1.78% | ' | 1.59% |
Long-term Debt, Excluding Current Portion | ' | ' | ' |
Debt Instrument [Line Items] | ' | ' | ' |
Weighted-average interest rate | 3.56% | ' | 3.10% |
Debt_Additional_Information_De
Debt Additional Information (Details) (USD $) | 3 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | |||||||||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 05, 2014 | Dec. 31, 2013 | Sep. 30, 2014 | Sep. 30, 2014 | |||||
Senior Notes | Senior Notes | Senior Notes | Write-Off of Deferred Financing Costs | Write-Off of Deferred Financing Costs | |||||||||
3.65% Senior Notes, due September 2024 | 3.65% Senior Notes, due September 2024 | 3.65% Senior Notes, due September 2024 | |||||||||||
Debt Instrument [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||
Debt, face amount | ' | ' | ' | ' | ' | $400,000,000 | ' | ' | ' | ||||
Stated interest rate | ' | ' | ' | ' | 3.65% | 3.65% | 0.00% | ' | ' | ||||
Repayments of Long-term Debt | ' | ' | 589,900,000 | ' | ' | ' | ' | ' | ' | ||||
Financing costs paid | ' | ' | 3,209,000 | 8,220,000 | ' | ' | ' | ' | ' | ||||
Cash payments paid for interest | ' | ' | 50,000,000 | 21,000,000 | ' | ' | ' | ' | ' | ||||
Repayments of Long-term Debt [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||
Remainder of 2014 | 1,600,000 | ' | 1,600,000 | ' | ' | ' | ' | ' | ' | ||||
2015 | 6,500,000 | ' | 6,500,000 | ' | ' | ' | ' | ' | ' | ||||
2016 | 6,500,000 | ' | 6,500,000 | ' | ' | ' | ' | ' | ' | ||||
2017 | 6,500,000 | ' | 6,500,000 | ' | ' | ' | ' | ' | ' | ||||
2018 | 221,500,000 | ' | 221,500,000 | ' | ' | ' | ' | ' | ' | ||||
2019 | 6,500,000 | ' | 6,500,000 | ' | ' | ' | ' | ' | ' | ||||
2020 and thereafter | 2,100,000,000 | ' | 2,100,000,000 | ' | ' | ' | ' | ' | ' | ||||
Amortization of net (loss) gain on treasury lock | 1,400,000 | 1,400,000 | 4,200,000 | 4,200,000 | ' | ' | ' | ' | ' | ||||
Amortization of financing costs | 2,000,000 | 2,900,000 | 2,900,000 | 3,300,000 | ' | ' | ' | ' | ' | ||||
Write-off of deferred financing costs | -23,111,000 | [1],[2] | -11,850,000 | [3] | -65,311,000 | [1],[2] | -30,333,000 | [3] | ' | ' | ' | 1,500,000 | 1,500,000 |
Book value of fixed rate debt | 1,646,900,000 | ' | 1,646,900,000 | ' | ' | ' | ' | ' | ' | ||||
Book value of variable rate debt | 710,100,000 | ' | 710,100,000 | ' | ' | ' | ' | ' | ' | ||||
Long-term debt (fixed-rate debt), fair value | $1,713,100,000 | ' | $1,713,100,000 | ' | ' | ' | ' | ' | ' | ||||
[1] | Includes $1.5 million of expense related to the write-off of deferred financing costs in connection with the debt refinancing discussed in Note 10, Debt. | ||||||||||||
[2] | On OctoberB 25, 2013, we acquired Boise. The 2014 results include Boise for the full period. | ||||||||||||
[3] | Includes $2.7 million of acquisition-related costs primarily related to financing the acquisition of Boise. |
Employee_Benefit_Plans_and_Oth2
Employee Benefit Plans and Other Postretirement Benefits (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | |||
Defined Benefit Plan Disclosure [Line Items] | ' | ' | ' | ' | ||
Net amortization of unrecognized amounts, Curtailment loss | $0 | $3,132,000 | [1] | $0 | $10,908,000 | [1] |
Pension Plans | ' | ' | ' | ' | ||
Defined Benefit Plan Disclosure [Line Items] | ' | ' | ' | ' | ||
Service cost | 5,828,000 | 5,825,000 | 17,428,000 | 18,322,000 | ||
Interest cost | 11,507,000 | 4,269,000 | 34,400,000 | 12,250,000 | ||
Expected return on plan assets | -12,657,000 | -3,796,000 | -38,008,000 | -11,297,000 | ||
Net amortization of unrecognized amounts, Prior service cost | 1,641,000 | 163,000 | 4,922,000 | 3,284,000 | ||
Net amortization of unrecognized amounts, Actuarial loss | 155,000 | 2,217,000 | 465,000 | 5,221,000 | ||
Net amortization of unrecognized amounts, Curtailment loss | 0 | 3,132,000 | [2] | 0 | 10,908,000 | [2] |
Net periodic benefit cost | 6,474,000 | 11,810,000 | 19,207,000 | 38,688,000 | ||
Decrease in the benefit obligation | ' | -21,900,000 | ' | ' | ||
Decrease in accumulated other comprehensive income (loss) | ' | 13,400,000 | ' | ' | ||
Deferred taxes | ' | 8,500,000 | ' | ' | ||
Pension Contributions [Abstract] | ' | ' | ' | ' | ||
Contributions to pension plans in 2014 | ' | ' | 400,000 | ' | ||
Postretirement Plans | ' | ' | ' | ' | ||
Defined Benefit Plan Disclosure [Line Items] | ' | ' | ' | ' | ||
Service cost | 392,000 | 515,000 | 1,177,000 | 1,545,000 | ||
Interest cost | 311,000 | 311,000 | 933,000 | 934,000 | ||
Net amortization of unrecognized amounts, Prior service cost | -57,000 | -106,000 | -170,000 | -319,000 | ||
Net amortization of unrecognized amounts, Actuarial loss | 26,000 | 134,000 | 77,000 | 401,000 | ||
Net periodic benefit cost | $672,000 | $854,000 | $2,017,000 | $2,561,000 | ||
[1] | The three and nine months ended SeptemberB 30, 2013, include $3.1 million and $10.9 million, respectively, of non-cash pension curtailment charges related to pension plan changes in which certain hourly corrugated plant and containerboard mill employees will transition from a defined benefit pension plan to a defined contribution (401k) plan. | |||||
[2] | In June 2013, the United Steelworkers (bUSWb) ratified a master labor agreement with PCA under which we froze certain USW-represented corrugated plant employees pension accruals under PCAbs hourly pension plan. Additionally, in September 2013, the USW ratified a master labor agreement with PCA under which we froze certain USW-represented containerboard mill employees pension accruals under PCAbs hourly pension plan. Following the pension freezes, affected USW-represented employees will transition to a defined contribution 401k plan. We recorded a $3.1 million and $10.9 million pre-tax pension curtailment charge related to the unrecognized prior service costs of employees impacted by the pension freezes during the three and nine months ended September 30, 2013, respectively. We also remeasured the hourly pension plan benefit obligation using current fair values of plan assets and current assumptions, resulting in a decrease in the benefit obligation of $21.9 million with a corresponding decrease in accumulated other comprehensive income (loss) of $13.4 million and deferred taxes of $8.5 million. |
Sharebased_Compensation_Additi
Share-based Compensation - Additional Information (Details) | 9 Months Ended |
In Millions, unless otherwise specified | Sep. 30, 2014 |
Share-based Compensation [Abstract] | ' |
Long-term equity incentive plan, termination date | 'MayB 1, 2023 |
Number of shares authorized under plan | 10.6 |
Number of shares available for future issuance under share-based plan | 1.9 |
Sharebased_Compensation_Summar
Share-based Compensation Summary of Restricted Stock and Performance Unit Award Activity (Details) (USD $) | 9 Months Ended |
In Thousands, except Per Share data, unless otherwise specified | Sep. 30, 2014 |
Restricted Stock | ' |
Restricted stock and performance unit award activity (shares) [Roll Forward] | ' |
Outstanding at December 31, 2013 | 1,463,694 |
Granted | 229,489 |
Vested | -475,050 |
Forfeitures | -1,165 |
Outstanding at September 30, 2014 | 1,216,968 |
Restricted stock and performance unit award activity (weighted average grant-date fair value) [Abstract] | ' |
Weighted average grant-date fair value of outstanding shares at December 31, 2013 | $31.48 |
Weighted average grant-date fair value of shares granted | $70.24 |
Weighted average grant-date fair value of shares vested | $23.86 |
Weighted average grant-date fair value of shares forfeitures | $62.74 |
Weighted average grant-date fair value of outstanding shares at June 30, 2014 | $41.73 |
Performance Units | ' |
Restricted stock and performance unit award activity (shares) [Roll Forward] | ' |
Outstanding at December 31, 2013 | 70,600 |
Granted | 56,889 |
Vested | 0 |
Forfeitures | 0 |
Outstanding at September 30, 2014 | 127,489 |
Restricted stock and performance unit award activity (weighted average grant-date fair value) [Abstract] | ' |
Weighted average grant-date fair value of outstanding shares at December 31, 2013 | $47.83 |
Weighted average grant-date fair value of shares granted | $71.19 |
Weighted average grant-date fair value of shares vested | $0 |
Weighted average grant-date fair value of shares forfeitures | $0 |
Weighted average grant-date fair value of outstanding shares at June 30, 2014 | $58.25 |
Sharebased_Compensation_Compen
Share-based Compensation Compensation Expense for Restricted Stock and Performance Units (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ' | ' | ' | ' |
Impact on income before income taxes | ($4,047) | ($3,182) | ($11,648) | ($9,956) |
Income tax benefit | 1,572 | 1,237 | 4,530 | 3,868 |
Impact on net income | -2,475 | -1,945 | -7,118 | -6,088 |
Restricted Stock | ' | ' | ' | ' |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ' | ' | ' | ' |
Impact on income before income taxes | -3,453 | -2,933 | -10,501 | -9,691 |
Performance Units | ' | ' | ' | ' |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ' | ' | ' | ' |
Impact on income before income taxes | ($594) | ($249) | ($1,147) | ($265) |
Sharebased_Compensation_Unreco
Share-based Compensation Unrecognized Compensation Expense for Share-Based Awards (Details) (USD $) | 9 Months Ended |
In Thousands, unless otherwise specified | Sep. 30, 2014 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' |
Unrecognized compensation expense | $36,568 |
Remaining weighted-average recognition period | '2 years 9 months 23 days |
Restricted Stock | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' |
Unrecognized compensation expense | 30,543 |
Remaining weighted-average recognition period | '2 years 8 months 25 days |
Performance Units | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' |
Unrecognized compensation expense | $6,025 |
Remaining weighted-average recognition period | '3 years 4 months 13 days |
Stockholders_Equity_Details
Stockholders' Equity (Details) (USD $) | 0 Months Ended | 3 Months Ended | 9 Months Ended | 3 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Aug. 28, 2014 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2014 |
Subsequent Event | ||||||
Common stock dividends paid | ' | ' | ' | $118,004 | $69,883 | $39,400 |
Dividends declared per common share | $0.40 | $0.40 | $0.40 | $1.20 | $1.11 | ' |
Dividends payable date | ' | ' | ' | ' | ' | 15-Oct-14 |
Dividends payable, date of record | 15-Sep-14 | ' | ' | ' | ' | ' |
Stockholders_Equity_Changes_in
Stockholders' Equity Changes in Accumulated Other Comprehensive Income by Component (Details) (USD $) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Dec. 31, 2014 | ||||
Foreign Currency Translation Adjustments | Unfunded Employee Benefit Obligations | Treasury Lock | Foreign Exchange Contract | Scenario, Forecast | ||||||||
Accumulated Net Gain (Loss) from Designated or Qualifying Cash Flow Hedges | Accumulated Net Gain (Loss) from Designated or Qualifying Cash Flow Hedges | |||||||||||
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward] | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Balance at December 31, 2013 | ' | ' | ($65,024,000) | ' | ($136,000) | ($36,326,000) | ($28,191,000) | ($371,000) | ' | |||
Other comprehensive income (loss) before reclassifications, net of tax | ' | ' | -1,656,000 | ' | -1,656,000 | 0 | 0 | 0 | ' | |||
Amounts reclassified from AOCI, net of tax | ' | ' | 5,736,000 | ' | 0 | 3,137,000 | [1] | 2,584,000 | [2] | 15,000 | [3] | ' |
Other comprehensive income | 386,000 | 9,220,000 | 4,080,000 | 27,948,000 | -1,656,000 | 3,137,000 | 2,584,000 | 15,000 | ' | |||
Balance at September 30, 2014 | -60,944,000 | ' | -60,944,000 | ' | -1,792,000 | -33,189,000 | -25,607,000 | -356,000 | ' | |||
Net amount of settlement gains (losses) on derivative instruments included in accumulated OCI to be amortized over next 12 months, before tax | ' | ' | ' | ' | ' | ' | ' | ' | -5,700,000 | |||
Net amount of settlement gains (losses) on derivative instruments included in accumulated OCI to be amortized over next 12 months, after tax | ' | ' | ' | ' | ' | ' | ' | ' | ($3,500,000) | |||
[1] | These AOCI components are included in the computation of net pension and postretirement benefit costs. See Note 11, Employee Benefit Plans and Other Postretirement Benefits, for additional information. | |||||||||||
[2] | This AOCI component is included in interest expense, net. Amount relates to the amortization of the effective portion of treasury lock derivative instruments recorded in AOCI. The net amount of settlement gains or losses on derivative instruments included in AOCI to be amortized over the next 12B months is a net loss of $5.7 million ($3.5 million after tax). For a discussion of treasury lock derivative instrument activity, see Note 11, Derivative Instruments and Hedging Activities, of the Notes to Consolidated Financial Statements in "Part II, Item 8. Financial Statements and Supplementary Data" of our updated 2013 Financial Statements. | |||||||||||
[3] | This AOCI component is included in cost of sales. |
Stockholders_Equity_Reclassifi
Stockholders' Equity Reclassifications Out of Accumulated Other Comprehensive Income (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||||||
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | ||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ' | ' | ' | ' | ||||
Interest expense, net | ($23,111) | [1],[2] | ($11,850) | [3] | ($65,311) | [1],[2] | ($30,333) | [3] |
Cost of sales | -1,198,607 | -617,841 | -3,486,108 | -1,792,782 | ||||
Income before taxes | 165,267 | [2] | 130,932 | 464,223 | [2] | 328,646 | ||
Provision for income taxes | -60,822 | -46,250 | -170,135 | -115,418 | ||||
Net income | 104,445 | 84,682 | 294,088 | 213,228 | ||||
Unfunded Employee Benefit Obligations | Reclassification out of Accumulated Other Comprehensive Income [Member] | ' | ' | ' | ' | ||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ' | ' | ' | ' | ||||
Amortization of prior service costs | -1,584 | [4] | -57 | [4] | -4,752 | [4] | -2,965 | [4] |
Amortization of actuarial losses | -181 | [4] | -2,351 | [4] | -542 | [4] | -5,622 | [4] |
Curtailment loss | 0 | [4] | -3,132 | [4] | 0 | [4] | -10,908 | [4] |
Income before taxes | -1,765 | -5,540 | -5,294 | -19,495 | ||||
Provision for income taxes | 685 | 2,153 | 2,157 | 7,574 | ||||
Net income | -1,080 | -3,387 | -3,137 | -11,921 | ||||
Treasury Lock | Accumulated Net Gain (Loss) from Designated or Qualifying Cash Flow Hedges | Reclassification out of Accumulated Other Comprehensive Income [Member] | ' | ' | ' | ' | ||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ' | ' | ' | ' | ||||
Interest expense, net | -1,414 | [5] | -1,414 | [5] | -4,242 | [5] | -4,242 | [5] |
Provision for income taxes | 549 | 549 | 1,658 | 1,648 | ||||
Net income | -865 | -865 | -2,584 | -2,594 | ||||
Foreign Exchange Contract | Accumulated Net Gain (Loss) from Designated or Qualifying Cash Flow Hedges | Reclassification out of Accumulated Other Comprehensive Income [Member] | ' | ' | ' | ' | ||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ' | ' | ' | ' | ||||
Cost of sales | -9 | [6] | -8 | [6] | -25 | [6] | -25 | [6] |
Provision for income taxes | 4 | 3 | 10 | 10 | ||||
Net income | ($5) | ($5) | ($15) | ($15) | ||||
[1] | Includes $1.5 million of expense related to the write-off of deferred financing costs in connection with the debt refinancing discussed in Note 10, Debt. | |||||||
[2] | On OctoberB 25, 2013, we acquired Boise. The 2014 results include Boise for the full period. | |||||||
[3] | Includes $2.7 million of acquisition-related costs primarily related to financing the acquisition of Boise. | |||||||
[4] | These AOCI components are included in the computation of net pension and postretirement benefit costs. See Note 11, Employee Benefit Plans and Other Postretirement Benefits, for additional information. | |||||||
[5] | This AOCI component is included in interest expense, net. Amount relates to the amortization of the effective portion of treasury lock derivative instruments recorded in AOCI. The net amount of settlement gains or losses on derivative instruments included in AOCI to be amortized over the next 12B months is a net loss of $5.7 million ($3.5 million after tax). For a discussion of treasury lock derivative instrument activity, see Note 11, Derivative Instruments and Hedging Activities, of the Notes to Consolidated Financial Statements in "Part II, Item 8. Financial Statements and Supplementary Data" of our updated 2013 Financial Statements. | |||||||
[6] | This AOCI component is included in cost of sales. |
Concentrations_of_Risk_Details
Concentrations of Risk (Details) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2014 | Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2014 | Sep. 30, 2014 |
In Thousands, unless otherwise specified | Workforce Subject to Collective Bargaining Arrangements | Workforce Subject to Collective Bargaining Arrangements Expiring within One Year | Office Depot (including OfficeMax) | Office Depot (including OfficeMax) | Office Depot (including OfficeMax) | Office Depot (including OfficeMax) | Office Depot (including OfficeMax) | Office Depot (including OfficeMax) | Paper | ||
Credit Concentration Risk | Credit Concentration Risk | Total Company Sales Revenue | Total Company Sales Revenue | Total Company Receivables | Total Company Receivables | Office Depot (including OfficeMax) | |||||
Customer Concentration Risk | Customer Concentration Risk | Customer Concentration Risk | Customer Concentration Risk | Paper Segment Sales Revenue | |||||||
Customer Concentration Risk | |||||||||||
Concentration Risk [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Concentration risk, percentage | ' | ' | 50.00% | 22.00% | ' | ' | 9.00% | 9.00% | 6.00% | 9.00% | 44.00% |
Accounts receivable, net, current | $717,947 | $643,083 | ' | ' | $64,600 | $39,200 | ' | ' | ' | ' | ' |
Number of employees of PCA | 14,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage of hourly employees represented by unions | 75.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Transactions_With_Related_Part1
Transactions With Related Parties (Details) (USD $) | 9 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | |
In Millions, unless otherwise specified | Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 |
Boise Cascade Co-Owner of LTP | Boise Cascade Co-Owner of LTP | Boise Cascade Co-Owner of LTP | |||
Fiber | Fiber | ||||
Related Party Transaction [Line Items] | ' | ' | ' | ' | ' |
Variable interest entity, ownership percentage | 50.00% | ' | 50.00% | ' | ' |
Carrying amount of LTP's assets | $6.40 | $5 | ' | ' | ' |
Carrying amount of LTP's liabilities | 6.4 | 5 | ' | ' | ' |
Revenue from related parties | ' | ' | ' | 21.9 | 56.9 |
Fiber costs from related parties | ' | ' | ' | $7 | $21.30 |
Segment_Information_Details
Segment Information (Details) (USD $) | 3 Months Ended | 9 Months Ended | 10 Months Ended | ||||||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Oct. 23, 2013 | |||||
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' | ||||
Number of reportable segments | ' | ' | 3 | ' | 1 | ||||
Trade sales | $1,518,900,000 | [1] | $845,400,000 | $4,418,700,000 | [1] | $2,400,900,000 | ' | ||
Net sales | 1,518,940,000 | 845,440,000 | 4,418,653,000 | 2,400,877,000 | ' | ||||
Operating income (loss) | 188,378,000 | [1] | 142,782,000 | 529,534,000 | [1] | 358,979,000 | ' | ||
Interest expense, net | -23,111,000 | [1],[2] | -11,850,000 | [3] | -65,311,000 | [1],[2] | -30,333,000 | [3] | ' |
Income before taxes | 165,267,000 | [1] | 130,932,000 | 464,223,000 | [1] | 328,646,000 | ' | ||
DeRidder restructuring | 4,270,000 | [4] | 0 | 5,690,000 | [4] | 0 | ' | ||
Integration-related and other costs | 3,040,000 | [5] | 0 | 11,999,000 | [5] | 0 | ' | ||
Class action lawsuit settlement | 0 | 0 | 17,600,000 | [6] | 0 | ' | |||
Curtailment loss | 0 | 3,132,000 | [7] | 0 | 10,908,000 | [7] | ' | ||
Acquisition-related costs | 0 | 1,479,000 | [8] | 0 | 1,479,000 | [8] | ' | ||
Packaging | ' | ' | ' | ' | ' | ||||
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' | ||||
Trade sales | 1,174,200,000 | [1] | 845,400,000 | 3,413,800,000 | [1] | 2,400,900,000 | ' | ||
Operating income (loss) | 164,700,000 | [1],[9] | 154,900,000 | [10] | 501,800,000 | [1],[9] | 395,100,000 | [10] | ' |
DeRidder restructuring | 26,000,000 | ' | 47,800,000 | ' | ' | ||||
Paper | ' | ' | ' | ' | ' | ||||
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' | ||||
Trade sales | 312,500,000 | [1] | ' | 917,000,000 | [1] | ' | ' | ||
Operating income (loss) | 43,000,000 | [1],[11] | ' | 104,300,000 | [1],[11] | ' | ' | ||
Corporate and Other | ' | ' | ' | ' | ' | ||||
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' | ||||
Trade sales | 32,200,000 | [1] | 0 | 87,900,000 | [1] | 0 | ' | ||
Operating income (loss) | -19,300,000 | [1],[12] | -12,100,000 | [13] | -76,600,000 | [1],[12] | -36,100,000 | [13] | ' |
Class action lawsuit settlement | ' | ' | 17,600,000 | [6] | ' | ' | |||
Intersegment Eliminations | ' | ' | ' | ' | ' | ||||
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' | ||||
Intersegment sales | 0 | [1] | 0 | 0 | [1] | 0 | ' | ||
Intersegment Eliminations | Packaging | ' | ' | ' | ' | ' | ||||
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' | ||||
Intersegment sales | 1,500,000 | [1] | 0 | 4,500,000 | [1] | 0 | ' | ||
Intersegment Eliminations | Paper | ' | ' | ' | ' | ' | ||||
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' | ||||
Intersegment sales | 0 | [1] | ' | 0 | [1] | ' | ' | ||
Intersegment Eliminations | Corporate and Other | ' | ' | ' | ' | ' | ||||
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' | ||||
Intersegment sales | 37,000,000 | [1] | 0 | 112,800,000 | [1] | 0 | ' | ||
Intersegment Eliminations | Intersegment Eliminations | ' | ' | ' | ' | ' | ||||
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' | ||||
Intersegment sales | -38,500,000 | [1] | ' | -117,300,000 | [1] | ' | ' | ||
Operating Segments | ' | ' | ' | ' | ' | ||||
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' | ||||
Net sales | 1,518,900,000 | [1] | 845,400,000 | 4,418,700,000 | [1] | 2,400,900,000 | ' | ||
Operating Segments | Packaging | ' | ' | ' | ' | ' | ||||
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' | ||||
Net sales | 1,175,700,000 | [1] | 845,400,000 | 3,418,300,000 | [1] | 2,400,900,000 | ' | ||
Operating Segments | Paper | ' | ' | ' | ' | ' | ||||
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' | ||||
Net sales | 312,500,000 | [1] | ' | 917,000,000 | [1] | ' | ' | ||
Operating Segments | Corporate and Other | ' | ' | ' | ' | ' | ||||
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' | ||||
Net sales | 69,200,000 | [1] | 0 | 200,700,000 | [1] | 0 | ' | ||
Operating Segments | Intersegment Eliminations | ' | ' | ' | ' | ' | ||||
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' | ||||
Net sales | -38,500,000 | [1] | ' | -117,300,000 | [1] | ' | ' | ||
Other Expense, Net | Paper | ' | ' | ' | ' | ' | ||||
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' | ||||
Integration-related and other costs | ' | ' | -400,000 | ' | ' | ||||
Boise Inc. | Corporate and Other | ' | ' | ' | ' | ' | ||||
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' | ||||
Acquisition-related costs | ' | 1,500,000 | ' | 1,500,000 | ' | ||||
Boise Inc. | Other Expense, Net | Packaging | ' | ' | ' | ' | ' | ||||
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' | ||||
Integration-related and other costs | 1,000,000 | ' | 5,400,000 | ' | ' | ||||
Boise Inc. | Other Expense, Net | Corporate and Other | ' | ' | ' | ' | ' | ||||
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' | ||||
Integration-related and other costs | 2,000,000 | ' | 7,000,000 | ' | ' | ||||
Pension Plans | ' | ' | ' | ' | ' | ||||
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' | ||||
Curtailment loss | 0 | 3,132,000 | [14] | 0 | 10,908,000 | [14] | ' | ||
Pension Plans | Packaging | ' | ' | ' | ' | ' | ||||
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' | ||||
Curtailment loss | ' | 3,100,000 | ' | 10,900,000 | ' | ||||
Write-Off of Deferred Financing Costs | ' | ' | ' | ' | ' | ||||
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' | ||||
Interest expense, net | 1,500,000 | ' | 1,500,000 | ' | ' | ||||
Acquisition-Related Debt Financing Costs [Member] | Acquisition Financing Expense | Boise Inc. | ' | ' | ' | ' | ' | ||||
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' | ||||
Interest expense, net | ' | $2,700,000 | ' | $2,700,000 | ' | ||||
[1] | On OctoberB 25, 2013, we acquired Boise. The 2014 results include Boise for the full period. | ||||||||
[2] | Includes $1.5 million of expense related to the write-off of deferred financing costs in connection with the debt refinancing discussed in Note 10, Debt. | ||||||||
[3] | Includes $2.7 million of acquisition-related costs primarily related to financing the acquisition of Boise. | ||||||||
[4] | Costs relate primarily to the conversion of the Number 3 newsprint machine at our DeRidder, Louisiana, mill to produce lightweight linerboard and corrugating medium, and our exit from the newsprint business in September 2014. | ||||||||
[5] | The three and nine months ended SeptemberB 30, 2014, include Boise acquisition integration-related and other costs. | ||||||||
[6] | The nine months ended SeptemberB 30, 2014, includes $17.6 million of costs for the settlement of the Kleen Products LLC v Packaging Corp. of America et al class action lawsuit. See Note 18, Commitments, Guarantees, Indemnifications and Legal Proceedings, for more information. | ||||||||
[7] | The three and nine months ended SeptemberB 30, 2013, include $3.1 million and $10.9 million, respectively, of non-cash pension curtailment charges related to pension plan changes in which certain hourly corrugated plant and containerboard mill employees will transition from a defined benefit pension plan to a defined contribution (401k) plan. | ||||||||
[8] | The three and nine months ended SeptemberB 30, 2013, both include $1.5 million of acquisition-related costs, primarily for professional fees related to transaction-advisory services and expenses related to financing the acquisition of Boise. | ||||||||
[9] | Includes costs related primarily to the conversion of the Number 3 newsprint machine at our DeRidder, Louisiana, mill to produce lightweight linerboard and corrugating medium, and our exit from the newsprint business in September 2014. The three and nine months ended SeptemberB 30, 2014, include $26.0 million and $47.8 million, respectively, of restructuring charges, primarily accelerated depreciation. The three and nine months ended SeptemberB 30, 2014, includes $1.0 million and $5.4 million of Boise acquisition integration-related and other costs recorded in "Other expense, net". | ||||||||
[10] | Includes $3.1 million and $10.9 million, for the three and nine months ended SeptemberB 30, 2013, respectively, of non-cash pension curtailment charges related to pension plan changes in which certain hourly corrugated plant and containerboard mill employees will transition from a defined benefit pension plan to a defined contribution (401k) plan. | ||||||||
[11] | Includes $0.4 million of income, net of expenses, for the nine months ended SeptemberB 30, 2014, of integration related and other costs recorded in "Other expense, net". | ||||||||
[12] | Includes $2.0 million and $7.0 million, for the three and nine months ended SeptemberB 30, 2014, of Boise acquisition integration-related and other costs recorded in "Other expense, net".The nine months ended SeptemberB 30, 2014, includes $17.6 million of costs for the settlement of the Kleen Products LLC v Packaging Corp. of America et al class action lawsuit. See Note 18, Commitments, Guarantees, Indemnifications and Legal Proceedings, for more information. These costs are recorded in "Other expense, net". | ||||||||
[13] | Includes $1.5 million of Boise acquisition-related costs primarily for professional fees related to transaction-advisory services. | ||||||||
[14] | In June 2013, the United Steelworkers (bUSWb) ratified a master labor agreement with PCA under which we froze certain USW-represented corrugated plant employees pension accruals under PCAbs hourly pension plan. Additionally, in September 2013, the USW ratified a master labor agreement with PCA under which we froze certain USW-represented containerboard mill employees pension accruals under PCAbs hourly pension plan. Following the pension freezes, affected USW-represented employees will transition to a defined contribution 401k plan. We recorded a $3.1 million and $10.9 million pre-tax pension curtailment charge related to the unrecognized prior service costs of employees impacted by the pension freezes during the three and nine months ended September 30, 2013, respectively. We also remeasured the hourly pension plan benefit obligation using current fair values of plan assets and current assumptions, resulting in a decrease in the benefit obligation of $21.9 million with a corresponding decrease in accumulated other comprehensive income (loss) of $13.4 million and deferred taxes of $8.5 million. |
Commitments_Guarantees_Indemni1
Commitments, Guarantees, Indemnifications and Legal Proceedings (Details) (USD $) | 2 Months Ended | 3 Months Ended | 9 Months Ended | |||
In Thousands, unless otherwise specified | Oct. 31, 2010 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | |
Commitments and Contingencies Disclosure [Abstract] | ' | ' | ' | ' | ' | |
Number of other U.S. and Canadian containerboard producers | 'PCA and eight other U.S. and Canadian containerboard producers were named as defendants | ' | ' | ' | ' | |
Number of lawsuits filed by the plaintiffs | 5 | ' | ' | ' | ' | |
Class action lawsuit settlement | ' | $0 | $0 | $17,600 | [1] | $0 |
[1] | The nine months ended SeptemberB 30, 2014, includes $17.6 million of costs for the settlement of the Kleen Products LLC v Packaging Corp. of America et al class action lawsuit. See Note 18, Commitments, Guarantees, Indemnifications and Legal Proceedings, for more information. |