Item 1. BUSINESS

Packaging Corporation of America (“we”, “us”, “our”, “PCA” or the “Company”) is the fourth largest producer of containerboard in the United States, based on production capacity. We are headquartered in Lake Forest, Illinois and have approximately 13,600 employees. We operate primarily in the United States and have some converting operations in Europe, Mexico, and Canada.

On October 25, 2013, PCA acquired Boise Inc. ("Boise") for $2.1 billion, including the fair value of assumed debt. The acquisition expands PCA's corrugated products geographic reach and offerings, provides additional containerboard capacity for continued growth in the packaging business, and provides meaningful opportunities in the white paper business as the third largest producer of white papers in North America in terms of production capacity. Boise's results are included in our results for the period of October 25, 2013, through December 31, 2013. We historically reported our financial information in one reportable segment. After the acquisition, we began reporting in three reportable segments: Packaging, Paper, and Corporate and Other. We present information pertaining to each of our segments and the geographic areas in which they operate in Note 19, Segment Information, of the Notes to Consolidated Financial Statements in "Part II, Item 8. Financial Statements and Supplementary Data" of this Form 10-K. For more information about our acquisition of Boise, see Note 3, Acquisitions, and Note 8, Debt, of the Notes to Consolidated Financial Statements.

Production and Shipments

The following table summarizes the Packaging segment's containerboard production and corrugated products shipments and the Paper segment's production, including Boise Inc. Boise's historical data for periods prior to the acquisition on October 25, 2013, are included for comparative purposes only, and are not included in PCA's historical results.

			First Quarter			Second Quarter			Third Quarter			Fourth Quarter (a)			Full Year
Containerboard Production	PCA	2013	646			629			671			803			2,749
(thousand tons)		2012	640			638			670			652			2,600
	Boise	2013	171			188			196			50			605
		2012	186			180			189			193			748
Corrugated Shipments (BSF)	PCA	2013	8.8			9.4			9.3			10.9			38.4
		2012	8.5			8.8			8.6			8.8			34.7
	Boise	2013	2.4			2.5			2.4			0.7			8.0
		2012	2.3			2.4			2.5			2.4			9.6
Newsprint Production	PCA	2013	—			—			—			44			44
(thousand tons)	Boise	2013	53			58			60			15			186
		2012	55			58			60			60			233
White Paper (UFS) Production	PCA	2013	—			—			—			208			208
(thousand tons)	Boise	2013	303			301			323			76			1,003
		2012	320			313			323			293			1,249
Market Pulp Production	PCA	2013	—			—			—			20			20
(thousand tons)	Boise	2013	24			24			29			5			82
		2012	39			30			26			25			120

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(a)	Production and shipments activity prior to the acquisition of Boise on October 25, 2013, is included in the "Boise" fourth quarter production and shipments. Activity subsequent to the acquisition of Boise is included in the "PCA" fourth quarter production and shipments.

Below is a map of our locations following the acquisition:

Packaging

Packaging Products

Our corrugated products manufacturing plants produce a wide variety of corrugated packaging products, including conventional shipping containers used to protect and transport manufactured goods, multi-color boxes and displays with strong visual appeal that help to merchandise the packaged product in retail locations. In addition, we are a large producer of packaging for meat, fresh fruit and vegetables, processed food, beverages, and other industrial and consumer products.

During the year ended December 31, 2013, our Packaging segment produced 2.7 million tons of containerboard at our mills. Our corrugated products manufacturing plants sold about 38.4 billion square feet (BSF) of corrugated products. Our net sales to third parties totaled $3.7 billion in 2013.

After the acquisition of Boise, we are also a producer of newsprint with one machine located at our DeRidder, Louisiana, mill. We sell primarily to newspaper publishers in the southern and southwestern United States. Newsprint operations are reported in the Packaging segment.

Facilities

We manufacture our Packaging products at five containerboard mills, one containerboard machine at our Wallula, Washington, white paper mill, corrugated manufacturing operations, protective packaging operations, and one newsprint machine. The following paragraphs describe the mills at which we produce containerboard:

Counce. Our Counce, Tennessee, mill is one of the largest kraft linerboard mills in the United States. Its year-end 2013 annual estimated production capacity, as reported to the American Forest and Paper Association (“AF&PA”), was 1,065,000 tons. In 2013, the mill produced 1,063,000 tons of kraft linerboard on two paper machines. The mill can produce a broad range of basis weights from 26 lb. to 90 lb. The mill also produces a variety of performance and specialty grades of linerboard.

DeRidder. We acquired the DeRidder, Louisiana, mill in the acquisition of Boise. It is a mill that produces both linerboard and newsprint on two paper machines. Its year-end 2013 annual estimated production capacity, as reported to the AF&PA, was 610,000 tons of linerboard and 230,000 tons of newsprint. During the twelve months of 2013, it produced 607,000 tons of linerboard and 230,000 tons of newsprint. DeRidder's linerboard machine can produce a broad range of basis weights from 26 lb. to 69 lb.

Valdosta. Our Valdosta, Georgia, mill is a kraft linerboard mill. Its year-end 2013 annual estimated production capacity, as reported to the AF&PA, was 560,000 tons. In 2013, our single paper machine at Valdosta produced 557,000 tons of kraft linerboard. The mill can produce a range of basis weights from 35 lb. to 96 lb.

Tomahawk. Our Tomahawk, Wisconsin, mill is one of the largest semi-chemical corrugating medium mills in the United States. Its year-end 2013 annual estimated production capacity, as reported to the AF&PA, was 550,000 tons. In 2013, the mill produced 547,000 tons of semi-chemical corrugating medium on two paper machines. The Tomahawk mill can produce a broad range of basis weights from 23 lb. to 47 lb. and a variety of performance and specialty grades of corrugating medium.

Filer City. Our Filer City, Michigan, mill is a semi-chemical corrugating medium mill. Its year-end 2013 annual estimated production capacity on three paper machines, as reported to the AF&PA was 445,000 tons. In 2013, the mill produced 441,000 tons of corrugating medium on three paper machines at Filer City. Filer City can produce corrugating medium grades ranging in basis weight from 20 lb. to 47 lb.

Wallula. We acquired the Wallula, Washington, mill with the acquisition of Boise. It is primarily a white paper mill, but also produces corrugating medium on one of its paper machines. Its year-end 2013 annual estimated production capacity of medium, as reported to the AF&PA was 140,000 tons. During the twelve months of 2013, the mill produced 139,000 tons of corrugating medium. Wallula can produce corrugating medium grades ranging in basis weight from 23 lb. to 38 lb.

We operate 98 corrugated manufacturing operations, a technical and development center, eight regional design centers, a rotogravure printing operation, and a complement of packaging supplies and distribution centers. Of the 98 manufacturing facilities, 64 operate as combining operations, commonly called corrugated plants, which manufacture corrugated sheets and finished corrugated containers, 33 are sheet plants which procure combined sheets and manufacture finished corrugated containers, and one is a corrugated sheet-only manufacturer.

We have corrugated manufacturing operations in 32 states in the U.S. We also have converting operations outside of the continental U.S., including three facilities in Europe, two in Mexico, and one in Canada.

Corrugated products plants tend to be located in close proximity to customers to minimize freight costs. The U.S. corrugated products industry consists of approximately 570 companies and 1,240 plants. Each of our plants serve a market radius of around 150 miles. Our sheet plants are generally located in close proximity to our larger corrugated plants, which enables us to offer additional services and converting capabilities such as small volume and quick turnaround items. We produce a wide variety of products ranging from basic corrugated shipping containers to specialized packaging such as wax-coated boxes for the agriculture industry. We also have multi-color printing capabilities to make high-impact graphics boxes and displays that offer customers more attractive packaging.

Major Raw Materials Used

Fiber supply. Fiber is the single largest cost to manufacture containerboard. We consume both wood fiber and recycled fiber in our containerboard mills. We have no 100% recycled mills, or mills whose fiber consumption consists solely of recycled fiber. To reduce our fiber costs, we have invested in processes and equipment to ensure a high degree of fiber flexibility. Our mill system has the capability to shift a portion of its fiber consumption between softwood, hardwood, and recycled sources. All of our mills, other than the Valdosta mill, can utilize some recycled fiber in their containerboard production. Our ability to use various types of virgin and recycled fiber helps mitigate the impact of changes in the prices of various fibers. Our corrugated manufacturing operations generate recycled fiber as a by-product from the manufacturing process, which is sold to our mills directly or through trade agreements. If we had we owned Boise for the full year, we would have been a net recycled fiber buyer of less than 15% of our packaging mills fiber requirements.

We procure wood fiber through leases of cutting rights, long-term supply agreements and market purchases. We currently lease the cutting rights to approximately 88,000 acres of timberland located near our Counce, Tennessee and Valdosta, Georgia mills. Virtually all of the acres under cutting rights agreements are located within 100 miles of these two mills which results in lower wood transportation costs and provides a secure source of wood fiber. These leased cutting rights agreements have terms with about 10 years remaining, on average.

We participate in the Sustainable Forestry Initiative (SFI) and we are certified under the SFI sourcing standards. These standards are aimed at ensuring the long-term health and conservation of forestry resources. We are committed to sourcing wood fiber through environmentally, socially and economically sustainable practices and promoting resource and conservation stewardship ethics.

Energy supply. Energy at our packaging mills is obtained through purchased or self-generated fuels and electricity. Fuel sources include natural gas, by-products of the containerboard manufacturing and pulping process, including black liquor and wood waste, and purchased wood waste, coal, and oil. Each of our mills self-generates process steam requirements from by-products (black liquor and wood waste), as well as from the various purchased fuels. The process steam is used throughout the production process and also to generate electricity.

In 2013, our packaging mills, including Boise mills for the full year as if we had acquired Boise on January 1, 2013, consumed about 62 million MMBTU’s of fuel to produce both steam and electricity. Of the 62 million MMBTU’s consumed, about 64% was from mill generated by-products, and 36% was from purchased fuels. Of the 36% in purchased fuels, 39% was from purchased wood waste, 33% was from natural gas, and 20% was from coal.

Sales, Marketing, and Distribution

Our corrugated products are sold through a direct sales and marketing organization, independent brokers, and distribution partners. We have sales representatives and a sales manager at most of our corrugated manufacturing operations and also have corporate account managers who serve customer accounts with a national presence. Additionally, our design centers maintain an on-site dedicated graphics sales force. In addition to direct sales and marketing personnel, we utilize new product development engineers and product graphics and design specialists. These individuals are located at both the corrugated plants and the design centers. General marketing support is located at our corporate headquarters.

Our containerboard sales group is responsible for the coordination of linerboard and corrugating medium sales to our corrugated plants, to other domestic customers, and to export customers. This group handles order processing for all shipments of containerboard from our mills to our corrugated plants. These personnel also coordinate and execute all containerboard trade agreements with other containerboard manufacturers.

Containerboard produced in our mills is shipped by rail or truck. Rail shipments typically represent approximately 60% of the tons shipped and the remaining 40% is comprised of truck shipments. Our corrugated products are delivered by truck due to our large number of customers and their demand for timely service. Our corrugated manufacturing operations typically serve customers within a 150 miles radius. We use third-party warehouses for short-term storage of corrugated products.

Customers

We sell corrugated products to over 15,000 customers in over 25,000 locations. About two-thirds of our corrugated products sales are to regional and local accounts, which are broadly diversified across industries and geographic locations. The remaining one-third of our customer base consists primarily of national accounts that have multiple locations and are served by a number of PCA plants. No single customer exceeds 10% of segment sales.

The primary end-use markets in the United States for corrugated products are shown below as reported in the 2012 Fibre Box Association annual report:

Food, beverages, and agricultural products	42	%
Paper products	21	%
General, retail, and wholesale trade	18	%
Petroleum, plastic, synthetic, and rubber products	8	%
Miscellaneous manufacturing	6	%
Appliances, vehicles, and metal products	3	%
Textile mill products and apparel	2	%

Competition

As of December 31, 2013, we believe we are the fourth largest producer of containerboard and corrugated products in the United States according to industry sources and our own estimates. According to industry sources, corrugated products are produced by about 570 U.S. companies operating approximately 1,240 plants. The primary basis for competition for most of our packaging products includes quality, service, price, product design, and innovation. Most corrugated products are manufactured to the customer’s specifications. Corrugated producers generally sell within a 150-mile radius of their plants and compete with other corrugated producers in their local region. Competition in our corrugated product operations tends to be regional, although we also face competition from large competitors with significant national account presence, and competition varies based on each type of corrugated container we sell.

On a national level our primary competitors are International Paper Company, Rock-Tenn Company, and Georgia-Pacific LLC. However, with our strategic focus on regional and local accounts, we also compete with the smaller, independent converters.

Paper

Our Paper segment operating under the trade name Boise Paper, a Division of Packaging Corporation of America, was acquired with the acquisition of Boise Inc. on October 25, 2013. We manufacture and sell white papers, including both commodity and specialty papers, which may have custom or specialized features such as colors, coatings, high brightness, and recycled content. White papers consist of communication papers (cut-size office papers and printing and converting papers) and pressure sensitive papers, including release liners, which our customers use to produce labels for use in consumer and commercially-packaged products. We are the third largest manufacturer of white papers in North America, according to industry sources and our own estimates. The Paper segment also produces market pulp on one paper machine at our Wallula, Washington, mill, which is sold to outside customers to produce paper products.

Facilities

We have three white paper mills located in the United States. The following paragraphs describe our white paper mills:

Jackson. Our Jackson, Alabama, mill produces both commodity and specialty papers. Its year-end 2013 annual estimated production capacity of white papers on two paper machines, as reported to the AF&PA was 480,000 tons. The mill produced 497,000 tons of white papers during the twelve months of 2013. On a converted basis, from rollstock to cut-size white papers, the mill produced 427,000 tons in 2013.

International Falls. Our International Falls, Minnesota, mill produces both commodity and specialty papers. Its year-end 2013 annual estimated production capacity of white papers on two paper machines, as reported to the AF&PA was 425,000 tons. The mill produced 523,000 tons of white papers during the twelve months of 2013. In October 2013, two machines were shut down which reduced annual capacity by 115,000 tons. On a converted basis, from rollstock to cut-size white papers, the mill produced 325,000 tons in 2013.

Wallula. Our Wallula, Washington, mill has the ability, on one machine, to switch production between pressure sensitive papers and a variety of white paper grades. The mill also produces corrugating medium and market pulp. Its year-end 2013 annual estimated production capacity of white paper grades and market pulp, as reported to the AF&PA was 190,000 tons and 120,000 tons, respectively. The corrugating medium produced at Wallula is included in our Packaging segment as discussed above. The mill produced 192,000 tons of white papers and 102,000 tons of market pulp in 2013.

Major Raw Materials Used

Fiber supply. Fiber is our principal raw material in this segment, including wood fiber, recycled fiber, and purchased pulp. We purchase both whole logs and wood chips, which are a byproduct of lumber and plywood production. At our mill in Jackson, Alabama, we also purchase recycled fiber to produce our line of recycled office papers. Our Jackson and International Falls paper mills also purchase pulp from third parties pursuant to contractual arrangements. We negotiate these arrangements periodically, and terms can fluctuate based on prevailing pulp market conditions, including pricing and supply dynamics.

We purchase wood fiber through contracts and open-market purchases. Our contracts are generally with suppliers located in close proximity to the specific facility they supply, and they commonly contain price adjustment mechanisms to account for market price and expense volatility.

We participate in the Sustainable Forestry Initiative (SFI) and the Forest Stewardship Council (FSC) and are certified under the SFI sourcing standards. We procure all wood fiber for our white paper mills through our certified systems that are managed in accordance with the SFI and FSC standards. These standards are aimed at ensuring the long-term health and conservation of forestry resources.

Energy supply. Our white paper business consumes substantial amounts of energy, obtained through purchased or self-generated fuels and electricity. Fuel sources include natural gas, electricity, by-products of the manufacturing and pulping process, including black liquor and wood waste, and purchased wood waste. Each of the paper mills self-generates process steam requirements from by-products (black liquor and wood waste), as well as from the various purchased fuels. The process steam is used throughout the production process and also to generate electricity.

For the full year 2013, as if PCA had acquired Boise on January 1, 2013, the white paper mills consumed about 31.5 million MMBTU’s of fuel to produce both steam and electricity. Of the 31.5 million MMBTU’s consumed, about 63% was from mill generated by-products, and 37% was from purchased fuels. Of the 37% in purchased fuels, 73% was from natural gas and 27% from purchased wood waste.

Chemical supply We consume a significant amount of chemicals in the production of white papers, including starch, caustic soda, sodium chlorate, precipitated calcium carbonate, dyestuffs, and optical brighteners. Most of our chemicals are purchased under contracts, which contain price adjustment mechanisms designed to provide greater pricing stability than open-market purchases. These contracts are negotiated periodically at prevailing rates.

Sales, Marketing, and Distribution

Our white papers are sold primarily by our own sales personnel. We ship to customers both directly from our mills and through distribution centers and a network of outside warehouses by rail or truck. This allows us to respond quickly to customer requirements. Rail shipments typically represent approximately 70% of the tons shipped and the remaining 30% is comprised of truck shipments.

Customers

We have over 600 paper customers including paper merchants, commercial and financial printers, paper converters such as envelope and form manufacturers, and customers who use our pressure sensitive paper for specialty applications such as consumer and commercial product labels. We have established long-term relationships with many of our customers. OfficeMax is our Paper segment's largest customer. In November 2013, OfficeMax merged with its competitor, Office Depot. We have an agreement with OfficeMax in which we will supply at least 80% of OfficeMax's requirements for commodity office papers through December 2017; however, there are circumstances that could cause the agreement to terminate before 2017. If this were to occur, OfficeMax's purchase obligations under the agreement would phase out over two years. Our agreement with OfficeMax survived the merger with respect to the office paper requirements of the legacy OfficeMax business. For the period of October 25, 2013, through December 31, 2013, our sales to Office Depot (including OfficeMax), our largest paper segment customer, represented 38% of our Paper segment sales revenue.

Competition

The markets in which our Paper segment competes are large and highly competitive. Commodity grades of white paper are globally traded, with numerous worldwide manufacturers, and as a result, these products compete primarily on the basis of price. All of our paper manufacturing facilities are located in the United States, and although we compete primarily in

the domestic market, we do face competition from foreign producers. The level of this competition varies depending on domestic and foreign demand and foreign currency exchange rates. In general, paper production does not rely on proprietary processes or formulas, except in highly specialized or custom grades.

Our largest competitors include Domtar Corporation, International Paper Company, and Georgia-Pacific LLC. Although price is the primary basis for competition in most of our paper grades, quality and service are important competitive determinants. Our white papers compete with electronic data transmission, e-readers, electronic document storage alternatives, and paper grades we do not produce. Increasing shifts to these alternatives have had, and are likely to continue to have, an adverse effect on traditional print media and paper usage. In response to lower demand, two machines were shut down at our International Falls, Minnesota mill in October 2013.

Corporate and Other

Our Corporate and Other segment includes corporate support services, related assets and liabilities, and foreign exchange gains and losses. This segment includes Louisiana Timber Procurement Company, L.L.C. (LTP) a variable-interest entity that supplies fiber to some of our facilities and transportation assets, such as rail cars and trucks, which we use to transport our products from our manufacturing sites. Rail cars and trucks are typically leased. For segment financial information see Note 19, Segment Information, of the Notes to Consolidated Financial Statements in "Part II, Item 8. Financial Statements and Supplementary Data" of this Form 10-K.

Employees

As of December 31, 2013, we had approximately 13,600 employees, including 4,300 salaried employees and 9,300 hourly employees. Approximately 75% of our hourly employees are represented by unions. The majority of our unionized employees are represented by the United Steel Workers (USW), the International Brotherhood of Teamsters (IBT), the International Association of Machinists (IAM), and the Association of Western Pulp and Paper Workers (AWPPW). We are currently in negotiations to renew or extend any union contracts that have recently expired or are expiring in the near future, including the agreements at our Jackson, Alabama, paper mill, which expire August 31, 2014. During 2013, we experienced no work stoppages and believe we have satisfactory labor relations with our employees.

Environmental Matters

Our discussion of the financial impact of our compliance with environmental laws is presented under the caption "Environmental Matters" in Part II, Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations.

Executive Officers of the Registrant

Brief statements setting forth the age at February 28, 2014, the principal occupation, employment during the past five years, the year in which such person first became an officer of PCA, and other information concerning each of our executive officers appears below.

Mark W. Kowlzan, 58, Chief Executive Officer and Director - Mr. Kowlzan has served as Chief Executive Officer and a director of PCA since July 2010. From 1998 through June 2010, Mr. Kowlzan led the company’s containerboard mill system, first as Vice President and General Manager and then as Senior Vice President - Containerboard. From 1996 through 1998, Mr. Kowlzan served in various senior mill-related operating positions with PCA and Tenneco Packaging, including as manager of the Counce linerboard mill. Prior to joining Tenneco Packaging, Mr. Kowlzan spent 15 years at International Paper Company, where he held a series of operational and managerial positions within its mill organization. Mr. Kowlzan is a member of the board of American Forest and Paper Association.

Thomas A. Hassfurther, 58, Executive Vice President - Corrugated Products - Mr. Hassfurther has served as Executive Vice President - Corrugated Products of PCA since September 2009. From February 2005 to September 2009, Mr. Hassfurther served as Senior Vice President - Sales and Marketing, Corrugated Products. Prior to this he held various senior-level management and sales positions at PCA and Tenneco Packaging. Mr. Hassfurther joined the company in 1977.

Richard B. West, 61, Senior Vice President and Chief Financial Officer - Mr. West has served as Chief Financial Officer of PCA since March 1999 and as Senior Vice President since March 2002. From April 1999 to June 2007, Mr. West also served as Corporate Secretary. From 1995 through April 1999, Mr. West served in various senior financial positions with PCA

and Tenneco Packaging. Prior to joining Tenneco Packaging, Mr. West spent 20 years with International Paper Company in various financial positions.

Judith M. Lassa, 55, Senior Vice President - Paper - Ms. Lassa joined PCA from Boise Inc. as Senior Vice President, Paper in October 2013. She served Boise as Executive Vice President and Chief Operating Officer from January 2013 until the acquisition. Ms. Lassa served as Senior Vice President of Boise's paper and specialty products operations from November 2010 to December 2012. From February 2008 to October 2010, Ms. Lassa served as Vice President of Boise's Packaging segment. From October 2004 to February 2008, Ms. Lassa served as Vice President, Packaging, of Boise Cascade, L.L.C. Prior to 2004, Ms. Lassa served in a number of capacities with Boise Cascade Corporation, including Vice President, Packaging, and packaging business leader.

Thomas W.H. Walton, 54, Senior Vice President - Sales and Marketing, Corrugated Products - Mr. Walton has served as Senior Vice President - Sales and Marketing, Corrugated Products since October 2009. Prior to this, he served as a Vice President and Area General Manager within the Corrugated Products Group since 1998. Mr. Walton joined the company in 1981 and has also held positions in production, sales and general management.

Kent A. Pflederer, 43, Senior Vice President, General Counsel and Secretary - Mr. Pflederer has served as Senior Vice President since January 2013 and Corporate Secretary since June 2007. He served as Vice President and General Counsel from June 2007 to January 2013. Prior to joining PCA, Mr. Pflederer served as Senior Counsel, Corporate and Securities, at Hospira, Inc. from 2004 to 2007 and served in the corporate and securities practice at Mayer Brown, LLP from 1996 to 2004.

Charles J. Carter, 54, Senior Vice President - Containerboard Mill Operations - Mr. Carter has served as Senior Vice President - Containerboard Mill Operations since July 2013. Prior to this, he served as Vice President – Containerboard Mill Operations since January 2011. From March 2010 to January 2011, Mr. Carter served as PCA’s Director of Papermaking Technology. Prior to joining PCA in 2010, Mr. Carter spent 28 years with various pulp and paper companies in managerial and technical positions of increasing responsibility, most recently as Vice President and General Manager of the Calhoun, Tennessee mill of Abitibi Bowater from 2007 to 2010 and as manager of SP Newsprint’s Dublin, Georgia mill from 1999 to 2007.

Available Information

PCA’s internet website address is www.packagingcorp.com. Our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 are available free of charge through our website as soon as reasonably practicable after they are electronically filed with, or furnished to, the Securities and Exchange Commission. In addition, our Code of Ethics may be accessed in the Investor Relations section of PCA’s website. PCA’s website and the information contained or incorporated therein are not intended to be incorporated into this report.