Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

INDEX TO FINANCIAL STATEMENTS

Packaging Corporation of America Consolidated Financial Statements
Reports of Independent Registered Public Accounting Firms	38
Consolidated Statements of Income and Comprehensive Income for the years ended December 31, 2016, 2015, and 2014	40
Consolidated Balance Sheets as of December 31, 2016 and 2015	41
Consolidated Statements of Cash Flows for the years ended December 31, 2016, 2015, and 2014	42
Consolidated Statement of Changes in Stockholders' Equity for the years ended December 31, 2016, 2015, and 2014	43
Notes to Consolidated Financial Statements	44

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Stockholders

Packaging Corporation of America:

We have audited the accompanying consolidated balance sheets of Packaging Corporation of America and subsidiaries as of December 31, 2016 and 2015 and the related consolidated statements of income and comprehensive income, changes in stockholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2016. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Packaging Corporation of America and subsidiaries as of December 31, 2016 and 2015, and the results of their operations and their cash flows for each of the years in the three-year period ended December 31, 2016, in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), Packaging Corporation of America’s internal control over financial reporting as of December 31, 2016, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO), and our report dated February 28, 2017 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.

/s/ KPMG LLP

Chicago, Illinois

February 28, 2017

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM ON INTERNAL CONTROL OVER FINANCIAL REPORTING

The Board of Directors and Stockholders

Packaging Corporation of America:

We have audited Packaging Corporation of America’s internal control over financial reporting as of December 31, 2016, based on criteria established in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Packaging Corporation of America’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Report on Internal Control Over Financial Reporting included in Item 9A. Our responsibility is to express an opinion on the Company's internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, Packaging Corporation of America maintained, in all material respects, effective internal control over financial reporting as of December 31, 2016, based on criteria established in Internal Control-Integrated Framework (2013) issued by COSO.

The Company acquired TimBar Corporation and Columbus Container, Inc. during 2016 and management excluded from its assessment of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2016, TimBar Corporation and Columbus Container, Inc.’s internal control over financial reporting. As of and for the year ended December 31, 2016, TimBar Corporation accounted for approximately 7% of the Company’s consolidated total assets and 2% of consolidated net sales, and Columbus Container, Inc. accounted for approximately 2% of the Company’s consolidated total assets and less than 1% of consolidated net sales. Our audit of internal control over financial reporting of the Company also excluded an evaluation of the internal control over financial reporting of TimBar Corporation and Columbus Container, Inc.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of Packaging Corporation of America as of December 31, 2016 and 2015, and the related consolidated statements of income and comprehensive income, changes in stockholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2016, and our report dated February 28, 2017 expressed an unqualified opinion on those consolidated financial statements.

/s/ KPMG LLP

Chicago, IL

February 28, 2017

Packaging Corporation of America

Consolidated Statements of Income and Comprehensive Income

(dollars in millions, except per-share data)

	Year Ended December 31
	2016				2015				2014
Statements of Income:
Net sales	$	5,779.0			$	5,741.7			$	5,852.6
Cost of sales	(4,503.3		)		(4,533.7		)		(4,623.1		)
Gross profit	1,275.7				1,208.0				1,229.5
Selling, general, and administrative expenses	(471.1		)		(451.3		)		(469.5		)
Other expense, net	(24.3		)		(6.7		)		(57.3		)
Income from operations	780.3				750.0				702.7
Interest expense, net	(91.8		)		(85.5		)		(88.4		)
Income before taxes	688.5				664.5				614.3
Provision for income taxes	(238.9		)		(227.7		)		(221.7		)
Net income	$	449.6			$	436.8			$	392.6
Net income per common share:
Basic	$	4.76			$	4.47			$	3.99
Diluted	$	4.75			$	4.47			$	3.99
Dividends declared per common share	$	2.36			$	2.20			$	1.60
Statements of Comprehensive Income:
Net income	$	449.6			$	436.8			$	392.6
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustment	—				2.7				(2.6		)
Reclassification adjustments to cash flow hedges included in net income, net of tax of $2.2 million, $2.2 million, and $2.2 million for 2016, 2015, and 2014, respectively	3.5				3.5				3.5
Amortization of pension and postretirement plans actuarial loss and prior service cost, net of tax of $4.2 million, $5.6 million, and $2.8 million for 2016, 2015, and 2014, respectively	6.7				8.8				4.2
Changes in unfunded employee benefit obligations, net of tax of $15.7 million, ($8.9) million, and $59.2 million for 2016, 2015, and 2014, respectively	(24.9		)		14.0				(94.0		)
Other comprehensive income (loss)	(14.7		)		29.0				(88.9		)
Comprehensive income	$	434.9			$	465.8			$	303.7

See notes to consolidated financial statements.

Packaging Corporation of America

Consolidated Balance Sheets

(dollars and shares in millions, except per-share data)

	December 31
	2016				2015
ASSETS
Current assets:
Cash and cash equivalents	$	239.3			$	184.2
Accounts receivable, net of allowance for doubtful accounts and customer deductions of $10.1 million and $10.3 million as of December 31, 2016 and 2015, respectively	689.2				636.5
Inventories	723.6				676.8
Prepaid expenses and other current assets	30.3				28.8
Federal and state income taxes receivable	13.9				28.2
Total current assets	1,696.3				1,554.5
Property, plant, and equipment, net	2,895.7				2,832.1
Goodwill	737.9				544.0
Intangible assets, net	367.1				270.8
Other long-term assets	80.0				70.9
Total assets	$	5,777.0			$	5,272.3
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current maturities of long-term debt	$	25.8			$	6.5
Capital lease obligations	1.3				1.2
Accounts payable	323.8				294.2
Dividends payable	59.9				53.4
Accrued liabilities	201.2				193.5
Accrued interest	13.4				13.1
Total current liabilities	625.4				561.9
Long-term liabilities:
Long-term debt	2,620.0				2,290.4
Capital lease obligations	20.3				21.6
Deferred income taxes	334.7				347.0
Compensation and benefits	357.2				358.6
Other long-term liabilities	59.6				59.5
Total long-term liabilities	3,391.8				3,077.1
Commitments and contingent liabilities
Stockholders' equity:
Common stock, par value $0.01 per share, 300.0 million shares authorized, 94.2 million and 96.1 million shares issued as of December 31, 2016 and 2015, respectively	0.9				1.0
Additional paid in capital	451.4				439.9
Retained earnings	1,447.1				1,317.3
Accumulated other comprehensive loss	(139.6		)		(124.9		)
Total stockholders' equity	1,759.8				1,633.3
Total liabilities and stockholders' equity	$	5,777.0			$	5,272.3

See notes to consolidated financial statements.

Packaging Corporation of America

Consolidated Statements of Cash Flows

(dollars in millions)

	Year Ended December 31
	2016				2015				2014
Cash Flows from Operating Activities:
Net income	$	449.6			$	436.8			$	392.6
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation, depletion, and amortization of intangibles	358.0				356.5				381.6
Amortization of deferred financing costs	7.8				7.8				9.2
Share-based compensation expense	19.7				18.2				15.6
Deferred income tax provision (benefit)	(4.0		)		1.7				2.6
Loss on disposals of property, plant, and equipment	7.3				0.5				7.0
Pension and post retirement benefits expense, net of contributions	(30.5		)		31.2				25.4
Other, net	(5.9		)		(20.3		)		(0.9		)
Changes in operating assets and liabilities, net of acquisitions:
Decrease (increase) in assets —
Accounts receivable	(3.6		)		9.5				(8.5		)
Inventories	(25.7		)		(11.9		)		(72.4		)
Prepaid expenses and other current assets	—				4.1				(5.1		)
Increase (decrease) in liabilities —
Accounts payable	16.6				(37.3		)		(36.0		)
Accrued liabilities	(3.2		)		(15.5		)		7.0
Federal and state income tax payable/receivable	15.1				(18.7		)		18.0
Net cash provided by operating activities	801.2				762.6				736.1
Cash Flows from Investing Activities:
Additions to property, plant, and equipment	(274.3		)		(314.5		)		(420.2		)
Proceeds from sale of a business	—				23.0				—
Acquisitions of businesses, net of cash acquired	(485.4		)		—				(20.5		)
Additions to other long-term assets	(10.4		)		(12.3		)		(12.5		)
Other, net	0.5				5.7				2.1
Net cash used for investing activities	(769.6		)		(298.1		)		(451.1		)
Cash Flows from Financing Activities:
Proceeds from issuance of debt	385.0				—				398.9
Repayments of debt	(37.5		)		(47.6		)		(592.5		)
Financing costs paid	(2.0		)		—				(3.4		)
Common stock dividends paid	(216.1		)		(200.8		)		(157.4		)
Repurchases of common stock	(100.3		)		(154.7		)		—
Proceeds from exercise of stock options	—				—				3.7
Excess tax benefits from stock-based awards	5.7				6.0				12.2
Shares withheld to cover employee restricted stock taxes	(11.2		)		(8.7		)		(13.2		)
Other, net	(0.1		)		0.6				0.6
Net cash provided by (used for) financing activities	23.5				(405.2		)		(351.1		)
Net increase (decrease) in cash and cash equivalents	55.1				59.3				(66.1		)
Cash and cash equivalents, beginning of year	184.2				124.9				191.0
Cash and cash equivalents, end of year	$	239.3			$	184.2			$	124.9

See notes to consolidated financial statements.

Packaging Corporation of America

Consolidated Statements of Changes in Stockholders' Equity

(dollars in million and shares in thousands)

	Common Stock							Additional Paid in Capital				Retained Earnings				Accumulated Other Comprehensive Loss				Total Stockholders' Equity
	Shares			Amount
Balance at January 1, 2014	98,172			$	1.0			$	401.7			$	1,019.1			$	(65.0	)		$	1,356.8
Common stock withheld and retired to cover taxes on vested stock awards	(183	)		—				(1.2		)		(12.0		)		—				(13.2		)
Common stock dividends declared	—			—				—				(157.5		)		—				(157.5		)
Restricted stock grants and cancellations	228			—				9.7				—				—				9.7
Exercise of stock options	151			—				6.3				—				—				6.3
Share-based compensation expense	—			—				15.6				—				—				15.6
Comprehensive income	—			—				—				392.6				(88.9		)		303.7
Balance at December 31, 2014	98,368			$	1.0			$	432.1			$	1,242.2			$	(153.9	)		$	1,521.4
Common stock repurchases and retirements	(2,326	)		—				(15.6		)		(139.1		)		—				(154.7		)
Common stock withheld and retired to cover taxes on vested stock awards	(131	)		—				(0.8		)		(7.9		)		—				(8.7		)
Common stock dividends declared	—			—				—				(214.7		)		—				(214.7		)
Restricted stock/performance unit grants and cancellations	218			—				6.0				—				—				6.0
Share-based compensation expense	—			—				18.2				—				—				18.2
Comprehensive income	—			—				—				436.8				29.0				465.8
Balance at December 31, 2015	96,129			$	1.0			$	439.9			$	1,317.3			$	(124.9	)		$	1,633.3
Common stock repurchases and retirements	(1,987	)		(0.1		)		(13.1		)		(87.1		)		—				(100.3		)
Common stock withheld and retired to cover taxes on vested stock awards	(172	)		—				(1.1		)		(10.1		)		—				(11.2		)
Common stock dividends declared	—			—				—				(222.6		)		—				(222.6		)
Restricted stock/performance unit grants and cancellations	243			—				5.7				—				—				5.7
Share-based compensation expense	—			—				19.7				—				—				19.7
Other	—			—				0.3				—				—				0.3
Comprehensive income	—			—				—				449.6				(14.7		)		434.9
Balance at December 31, 2016	94,213			$	0.9			$	451.4			$	1,447.1			$	(139.6	)		$	1,759.8

See notes to consolidated financial statements.

Notes to Consolidated Financial Statements

1. 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. In October 2013, PCA acquired Boise Inc. (Boise). After the acquisition of Boise, we became a large diverse manufacturer of both packaging and paper products. We are headquartered in Lake Forest, Illinois and we operate primarily in the United States. We have approximately 14,000 employees.

We report our businesses 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. On December 1, 2016, we ceased softwood market pulp operations at our Wallula, Washington mill and permanently shut down the No. 1 machine, with pulp capacity of 100,000 tons. 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 17, Segment Information.

The consolidated financial statements include the accounts of PCA and its majority-owned subsidiaries after elimination of intercompany balances and transactions.

2. Summary of Significant Accounting Policies

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions about future events. These estimates and the underlying assumptions affect the amounts of assets and liabilities reported, disclosures about contingent assets and liabilities, and reported amounts of revenues and expenses. These estimates and assumptions are based on management's best estimates and judgment. Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic environment. We adjust such estimates and assumptions when facts and circumstances dictate. As future events and their effects cannot be determined with precision, actual results could differ significantly from these estimates. Changes in these estimates will be reflected in the consolidated financial statements in future periods.

Revenue Recognition

We recognize revenue when the following criteria are met: persuasive evidence of an agreement exists, the customer takes title and assumes risk and rewards of ownership or services have been rendered, our price to the buyer is fixed or determinable, and collectability is reasonably assured. The timing of revenue recognition is dependent on transfer of title, which is normally either on exit from our plants (i.e., shipping point) or on arrival at customer’s location (i.e., destination point). Shipping and handling billings to a customer are included in net sales. Shipping and handling costs, such as freight to our customers' destinations, are included in cost of sales. We present taxes collected from customers and remitted to governmental authorities on a net basis in our Consolidated Statements of Income.

Planned Major Maintenance Costs

The Company accounts for its planned major maintenance activities in accordance with ASC 360, Property, Plant, and Equipment, using the deferral method. All maintenance costs incurred during the year are expensed in the year in which the maintenance activity occurs.

Share-Based Compensation

We recognize compensation expense for awards granted under the PCA long-term equity incentive plans based on the fair value on the grant date. We recognize the cost of the equity awards expected to vest over the period the awards vest. See Note 12, Share-Based Compensation, for more information.

Research and Development

Research and development costs are expensed as incurred. The amount charged to expense was $13.3 million, $13.1 million, and $12.3 million for the years ended December 31, 2016, 2015, and 2014, respectively.

Cash and Cash Equivalents

Cash and cash equivalents include all cash balances and highly liquid investments with a stated maturity of three months or less. Cash equivalents are stated at cost, which approximates market. Cash and cash equivalents totaled $239.3 million and $184.2 million at December 31, 2016 and 2015, respectively, which included cash equivalents of $178.4 million and $140.9 million, respectively. At December 31, 2016 and 2015, we had $3.4 million and $3.1 million, respectively, of cash at our operations outside the United States.

Trade Accounts Receivable, Allowance for Doubtful Accounts, and Customer Deductions

Trade accounts receivable are stated at the amount we expect to collect. The collectability of our accounts receivable is based upon a combination of factors. In circumstances where a specific customer is unable to meet its financial obligations to PCA (e.g., bankruptcy filings, substantial downgrading of credit sources), a specific reserve for bad debts is recorded against amounts due to the Company to reduce the net recorded receivable to the amount the Company reasonably believes will be collected. For all other customers, reserves for bad debts are recognized based on historical collection experience. If collection experience deteriorates (i.e., higher than expected defaults or an unexpected material adverse change in a major customer’s ability to meet its financial obligations to the Company), the estimate of the recoverability of amounts due could be reduced by a material amount. We periodically review our allowance for doubtful accounts and adjustments to the valuation allowance are recorded as income or expense. Trade accounts receivable balances that remain outstanding after we have used reasonable collection efforts are written off through a charge to the valuation allowance and a credit to accounts receivable. At December 31, 2016 and 2015, the allowance for doubtful accounts was $3.8 million and $3.9 million, respectively.

The customer deductions reserve represents the estimated amount required for customer returns, allowances, and earned discounts. Based on the Company’s experience, customer returns, allowances, and earned discounts have averaged approximately 1% of gross selling price. Accordingly, PCA reserves 1% of its open customer accounts receivable balance for these items. The reserves for customer deductions of $6.3 million and $6.4 million at December 31, 2016 and 2015, respectively, are also included as a reduction of the accounts receivable balance.

Derivative Instruments and Hedging Activities

The Company records its derivatives, if any, in accordance with ASC 815, Derivatives and Hedging. The guidance requires the Company to recognize derivative instruments as either assets or liabilities on the balance sheet at fair value. The accounting for changes in the fair value of a derivative depends on the intended use and designation of the derivative instrument. For a derivative designated as a fair value hedge, the gain or loss on the derivative is recognized in earnings in the period of change at fair value together with the offsetting gain or loss on the hedged item. For a derivative instrument designated as a cash flow hedge, the effective portion of the derivative’s gain or loss is initially reported as a component of accumulated other comprehensive income (loss) (AOCI) and is subsequently recognized in earnings when the hedged exposure affects earnings. The ineffective portion of the gain or loss is recognized in earnings. We were not party to any derivative-based arrangements at December 31, 2016 and 2015.

Fair Value Measurements

PCA measures the fair value of its financial instruments in accordance with ASC 820, Fair Value Measurements and Disclosures. The guidance defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. It is determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, ASC 820 establishes the following hierarchy that prioritizes the inputs to valuation methodologies used to measure fair value:

Level 1 — Valuations based on quoted prices for identical assets and liabilities in active markets.

Level 2 — Valuations based on observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data.

Level 3 — Valuations based on unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.

Financial instruments measured at fair value on a recurring basis include the fair value of our pension and postretirement benefit assets and liabilities. See Note 10, Employee Benefit Plans and Other Postretirement Benefits for more information. Other assets and liabilities measured and recognized at fair value on a nonrecurring basis include assets acquired and liabilities assumed in acquisitions and our asset retirement obligations. Given the nature of these assets and liabilities, evaluating their fair value from the perspective of a market participant is inherently complex. Assumptions and estimates about future values can be affected by a variety of internal and external factors. Changes in these factors may require us to revise our estimates and could require us to retroactively adjust provisional amounts that we recorded for the fair values of assets acquired and liabilities assumed in connection with business combinations. These adjustments could have a material effect on our financial condition and results of operations. See Note 3, Acquisitions and Dispositions, and Note 11, Asset Retirement Obligations, for more information.

Inventory Valuation

We value our raw materials, work in process, and finished goods inventories using lower of cost, as determined by the average cost method, or market. Supplies and materials are valued at the first-in, first-out (FIFO) or average cost methods.

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

	December 31
	2016				2015
Raw materials	$	271.9			$	260.6
Work in process	12.9				14.2
Finished goods	206.5				189.7
Supplies and materials	232.3				212.3
Inventories	$	723.6			$	676.8

Property, Plant, and Equipment

Property, plant, and equipment are recorded at cost. Cost includes expenditures for major improvements and replacements and the amount of interest cost associated with significant capital additions. Repairs and maintenance costs are expensed as incurred. When property and equipment are retired, sold, or otherwise disposed of, the asset's carrying amount and related accumulated depreciation are removed from the accounts and any gain or loss is included in "Net income" in our Consolidated Statements of Income.

Property, plant, and equipment consisted of the following (dollars in millions):

	December 31
	2016				2015
Land and land improvements	$	149.7			$	146.4
Buildings	717.1				640.9
Machinery and equipment	4,951.4				4,747.1
Construction in progress	125.4				119.1
Other	66.7				61.3
Property, plant, and equipment, at cost	6,010.3				5,714.8
Less accumulated depreciation	(3,114.6		)		(2,882.7		)
Property, plant, and equipment, net	$	2,895.7			$	2,832.1

The amount of interest capitalized from construction in progress was $2.5 million, $2.0 million, and $2.8 million for the years ended December 31, 2016, 2015, and 2014, respectively.

Depreciation is computed on the straight-line basis over the estimated useful lives of the related assets. Assets under

capital leases are depreciated on the straight-line method over the term of the lease or the useful life, if shorter. The following lives are used for the various categories of assets:

Buildings and land improvements	5 to 40 years
Machinery and equipment	3 to 25 years
Trucks and automobiles	3 to 10 years
Furniture and fixtures	3 to 20 years
Computers and hardware	3 to 10 years
Leasehold improvements	Period of the lease or useful life, if shorter

The amount of depreciation expense was $324.1 million, $323.0 million, and $348.2 million for the years ended December 31, 2016, 2015, and 2014, respectively. In 2016, we recognized incremental depreciation expense of $2.9 million, primarily related to facilities closure costs and the Wallula mill restructuring. During the years ended December 31, 2015 and 2014, we recognized $9.0 million and $42.0 million, respectively, of incremental depreciation expense primarily related to shortening the useful lives of assets related to the restructuring at the DeRidder, Louisiana, mill.

Pursuant to the terms of an industrial revenue bond, title to certain property, plant, and equipment was transferred to a municipal development authority in 2009 in order to receive a property tax abatement. The title of these assets will revert back to PCA upon retirement or cancellation of the bond. The assets are included in the consolidated balance sheet under the caption "Property, plant, and equipment, net" as all risks and rewards remain with the Company.

Leases

We assess lease classification as either capital or operating at lease inception or upon modification. We lease some of our locations, as well as other property and equipment, under operating leases. For purposes of determining straight-line rent expense, the lease term is calculated from the date of possession of the facility, including any periods of free rent and any renewal option periods that are reasonably assured of being exercised.

Long-Lived Asset Impairment

Long-lived assets other than goodwill and other intangibles are reviewed for impairment in accordance with provisions of ASC 360, Property, Plant and Equipment. In the event that facts and circumstances indicate that the carrying amount of any long-lived assets may be impaired, an evaluation of recoverability is performed. If an evaluation is required, the estimated future undiscounted cash flows associated with the asset (or group of assets) is compared to the assets (or group of assets) carrying amount to determine if a write-down to fair value is required.

Goodwill and Intangible Assets

The Company has capitalized certain intangible assets, primarily goodwill, customer relationships, and trademarks and trade names, based on their estimated fair value at the date of acquisition. Amortization is provided for customer relationships on a straight-line basis over periods ranging from ten to 40 years, and trademarks and trade names over periods ranging from three to 20 years.

Goodwill, which amounted to $737.9 million and $544.0 million for the years ended December 31, 2016 and 2015, respectively, is not amortized but is subject to an annual impairment test in accordance with ASC 350, Intangibles - Goodwill and Other. We test goodwill for impairment annually in the fourth quarter or sooner if events or changes in circumstances indicate that the carrying value of the asset may exceed fair value. Additionally, we evaluate the remaining useful lives of our finite-lived purchased intangible assets to determine whether any adjustments to the useful lives are necessary. The Company concluded that none of the goodwill or intangible assets were impaired in the 2016, 2015, and 2014 annual impairment tests. See Note 7, Goodwill and Intangible Assets for additional information.

Pension and Postretirement Benefits

Several estimates and assumptions are required to record pension costs and liabilities, including discount rate, return on assets, and longevity and service lives of employees. We review and update these assumptions annually unless a plan

curtailment or other event occurs, requiring we update the estimates on an interim basis. While we believe the assumptions used to measure our pension and postretirement benefit obligations are reasonable, differences in actual experience or changes in assumptions may materially affect our pension and postretirement benefit obligations and future expense. See Note 10, Employee Benefit Plans and Other Postretirement Benefits, for additional information.

For postretirement health care plan accounting, the Company reviews external data and its own historical trends for health care costs to determine the health care cost trend rate assumption.

Environmental Matters

Environmental expenditures that extend the life of the related property or mitigate or prevent future environmental contamination are capitalized. Liabilities are recorded for environmental contingencies when such costs are probable and reasonably estimable. These liabilities are adjusted as further information develops or circumstances change. Environmental expenditures related to existing conditions resulting from past or current operations from which no current or future benefit is discernible are expensed as incurred.

Asset Retirement Obligations

The Company accounts for its retirement obligations related predominantly to landfill closure, wastewater treatment pond dredging, closed-site monitoring costs, and certain leasehold improvements under ASC 410, Asset Retirement and Environmental Obligations, which requires recognition of legal obligations associated with the retirement of long-lived assets whether these assets are owned or leased. These legal obligations are recognized at fair value at the time that the obligations are incurred. When we record the liability, we capitalize the cost by increasing the carrying amount of the related long-lived asset, which is amortized to expense over the useful life of the asset. See Note 11, Asset Retirement Obligations, for additional information.

Deferred Financing Costs

PCA has capitalized certain costs related to obtaining its financing. These costs are amortized to interest expense using the effective interest rate method over the terms of the related financing, which range from five to ten years. Effective January 1, 2016, the Company adopted Accounting Standards Update (ASU) 2015-03 (Topic 835): Simplifying the Presentation of Debt Issuance Costs. We applied this guidance retrospectively, as required, and reclassified $12.3 million from "Other long-term assets" to "Long-term debt" on our December 31, 2015 Consolidated Balance Sheet to conform with current period presentation. At December 31, 2016 deferred financing costs were $12.4 million.

Cutting Rights and Fiber Farms

We lease the cutting rights to approximately 75,000 acres of timberland, and we lease 9,000 acres of land where we operate fiber farms as a source of future fiber supply. For our cutting rights and fiber farms, we capitalize the annual lease payments and reforestation costs associated with these leases. Costs are recorded as depletion when the timber or fiber is harvested and used in operations or sold to customers. Capitalized long-term lease costs for our cutting rights and fiber farms, primarily recorded in "Other long-term assets" on our Consolidated Balance Sheet, were $43.9 million and $40.2 million as of December 31, 2016 and 2015, respectively. The amount of depletion expense was $4.7 million, $7.0 million, and $7.3 million for the years ended December 31, 2016, 2015, and 2014, respectively.

Deferred Software Costs

PCA capitalizes costs related to the purchase and development of software, which is used in its business operations. The costs attributable to these software systems are amortized over their estimated useful lives based on various factors such as the effects of obsolescence, technology, and other economic factors. Net capitalized software costs recorded in "Other long-term assets" on our Consolidated Balance Sheets were $4.5 million and $6.9 million for the years ended December 31, 2016 and 2015, respectively. Software amortization expense was $2.5 million, $3.0 million, and $2.9 million for the years ended December 31, 2016, 2015, and 2014, respectively.

Income Taxes

PCA utilizes the liability method of accounting for income taxes whereby it recognizes deferred tax assets and liabilities for the future tax consequences of temporary differences between the tax basis of assets and liabilities and their reported amounts in the financial statements. Deferred tax assets will be reduced by a valuation allowance if, based upon management’s estimates, it is more likely than not that a portion of the deferred tax assets will not be realized in a future period. The estimates utilized in the recognition of deferred tax assets are subject to revision in future periods based on new facts or circumstances. PCA’s practice is to recognize interest and penalties related to unrecognized tax benefits in income tax expense.

Trade Agreements

PCA regularly trades containerboard with other manufacturers primarily to reduce shipping costs. These agreements are entered into with other producers on an annual basis, pursuant to which both parties agree to ship an identical number of tons of containerboard to each other within the agreement period. These agreements lower transportation costs by allowing each party’s containerboard mills to ship containerboard to the other party’s closer corrugated products plant. PCA tracks each shipment to ensure that the other party’s shipments to PCA match PCA’s shipments to the other party during the agreement period. Such transfers are possible because containerboard is a commodity product with no distinguishing product characteristics. These transactions are accounted for at carrying value, and revenue is not recorded as the transactions do not represent the culmination of an earnings process. The transactions are recorded into inventory accounts, and no sale or income is recorded until such inventory is converted to a finished product and sold to an end-use customer.

Business Combinations

The Company accounts for acquisitions under ASC 805, Business Combinations, which requires separate recognition of assets acquired and liabilities assumed from goodwill, at the acquisition date fair values. Goodwill as of the acquisition date is measured as the excess of consideration transferred over the net of the acquisition date fair values of the assets acquired and liabilities assumed. During the measurement period, which may be up to one year from the acquisition date, the Company records adjustments to the assets acquired and liabilities assumed with the corresponding offset to goodwill. Upon the conclusion of the measurement period or final determination of the values of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded to the consolidated financial statements. In January 2017, the FASB issued ASU 2017-01, Clarifying the Definition of a Business, which adds guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (disposals) of assets or businesses. The guidance of ASU 2017-01 is effective for fiscal years beginning after December 15, 2017.

New and Recently Adopted Accounting Standards

In May 2014, the FASB issued ASU 2014-09 (Topic 606): Revenue from Contracts with Customers. This ASU amends the guidance for revenue recognition to replace numerous industry-specific requirements. 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 revenue and cash flows from contracts with customers.

There are two permitted transition methods under the standard: full retrospective method, in which case the cumulative effect of applying the standard would be recognized in the earliest period shown, or the modified retrospective method, in which case the cumulative effect of applying the standard would be recognized at the date of initial application. The standard will be effective for reporting periods beginning after December 15, 2017.

We have been closely monitoring FASB activity related to the new standard. The following updates have been made as a result of implementation issues related to the new standard:

•	In March 2016, the FASB issued ASU 2016-08, Revenue from Contracts with Customers - Principal versus Agent Consideration (Reporting revenue gross versus net), which clarifies gross versus net revenue reporting when another party is involved in the transactions.

•	In April 2016, FASB issued ASU 2016-10, Revenue from Contracts with Customers - Identifying Performance Obligations and Licensing, which amends the revenue guidance on identifying performance obligations and accounting for licenses of intellectual property.

•	In May 2016, the FASB issued ASU 2016-12, Revenue from Contracts with Customers - Narrow-Scope Improvements and Practical Expedients, which provides narrow-scope improvements to the guidance on collectability, non-cash consideration, and completed contracts at transition

•

In December 2016, the FASB issued ASU 2016-20, Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers, which provides additional guidance and clarification for application and interpretation of the new standard. The ASU makes technical corrections and improvements to the new revenue standard and to other Codification topics to address unintended consequences from applying the new guidance.

We have established a transition team to analyze the impact of the standard on our revenue contracts by reviewing our current accounting policies and practices and identifying potential differences that would result from applying the requirements of the new standard. Specifically, we have identified significant revenue streams within each of our reportable segments and are reviewing representative contracts to identify corresponding purchase obligations, variable consideration, acquisition costs and fulfillment costs. In addition, we are in the process of identifying appropriate changes to our business processes, systems and controls to support revenue recognition and disclosures under the new standard. This team has reported its findings and progress of the project to management and the Audit Committee on a periodic basis over the last year.

We are still assessing the impact of ASU 2014-09, the related updates as mentioned above, and the most appropriate transition method but we do not believe they will have a material effect on the Company’s financial position or its results of operations. We expect to finalize both our assessment and determine our adoption method by June 30, 2017. The new standard becomes effective for us as of January 1, 2018, with the option to early adopt the standard for annual periods beginning on or after December 15, 2016. We do not plan to early adopt the standard.

In January 2017, the FASB issued ASU 2017-01 (Topic 805), Clarifying the Definition of a Business, which amends the guidance in ASC 805, “Business Combinations”. The ASU changes the definition of a business to assist entities with evaluating when a set of transferred assets and activities is a business. Under the new guidance, an entity first determines whether substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or a group of similar identifiable assets. If this threshold is met, the set is not a business. If it is not met, the entity then evaluates whether the set meets the requirements that a business include, at a minimum, an input and a substantive process that together significantly contribute to the ability to create outputs. The ASU defines an output as “the result of inputs and processes applied to those inputs that provide goods or services to customers, investment income (such as dividends or interest), or other revenues.” The ASU is effective for annual reporting periods beginning after December 15, 2017, including interim periods within those annual periods, and early adoption is permitted. The ASU will be applied prospectively to any transactions subsequent to adoption.

In August 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU")

2016-15, "Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments. This ASU adds or clarifies guidance on the classification of certain cash receipts and payments in the statement of cash flows. It is

effective for annual periods beginning after December 15, 2017, and interim periods within those annual periods, with early

adoption permitted. The Company does not expect this ASU to have a material impact on the Company's financial condition,

results of operations, or cash flows.

In March 2016, the FASB issued ASU 2016-09 (Topic 718): Improvements to Employee Share-Based Payment Accounting, which is intended to improve the accounting for share-based payment transactions as part of the FASB’s simplification initiative. This ASU requires all excess tax benefits and deficiencies from share-based payment awards (including tax benefits of dividends on share-based payment awards) to be recognized in the income statement when the awards vest or are settled. Excess tax benefits and deficiencies are currently recognized in additional paid in capital in our consolidated balance sheet. Additionally, the guidance requires these excess tax benefits and deficiencies to be presented as an operating activity in the statement of cash flows rather than as a financing activity. The guidance also allows an employer to repurchase more of an employee’s shares than it can today for tax withholding purposes without triggering liability accounting and to make a policy election to account for forfeitures as they occur. The provisions are effective for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years. As a result of this adoption, the Company will prospectively record excess tax benefits and deficiencies from share-based compensation as income tax expense or benefit in the income statement for periods beginning after January 1, 2017. The magnitude of such impacts are dependent upon the Company's future stock price at vest or settlement date in relation to the fair value of share-based awards on the grant date, the Company's future grants of share-based awards, and the exercise behavior of the Company's equity compensation holders. The Company will also retrospectively reclassify excess tax benefits and deficiencies as an operating activity rather than a financing activity on its consolidated statements of cash flows. All other adopted amendments did not have a material impact on the Company's financial position, results of operations and cash flow.

In February 2016, the FASB issued ASU 2016-02 (Topic 842): Leases. This ASU amends a number of aspects of lease accounting, including requiring lessees to recognize operating leases with a term greater than one year on their balance sheet as a right-of-use asset and corresponding lease liability, measured at the present value of the lease payments. This ASU will be effective for us beginning in our first quarter of 2019 and early adoption is permitted. This ASU is required to be adopted using a modified retrospective approach. We are evaluating the timing and effects of the adoption of this ASU on our financial statements.

In July 2015, the FASB issued ASU 2015-11 (Topic 330): Simplifying the Measurement of Inventory, as part of its simplification initiative. Under the ASU, inventory is measured at the "lower of cost and net realizable value" and other options that currently exist for market value will be eliminated. ASU 2015-11 defines net realizable value as the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal and transportation. No other changes were made to the current guidance on inventory measurement. The Company adopted this standard, prospectively, on January 1, 2017. The adoption of this guidance did not have a material effect on our financial position or results of operations.

In April 2015, the FASB issued ASU 2015-03 (Topic 835): Simplifying the Presentation of Debt Issuance Costs. This ASU conforms the presentation of debt issuance costs with that required for debt discounts under U.S. GAAP. Under the ASU, debt issuance costs are presented in the balance sheet as a direct deduction from the related liability rather than as an asset. The Company adopted this standard on January 1, 2016. We applied this guidance retrospectively, as required, and reclassified $12.3 million from "Other long-term assets" to "Long-term debt" on our December 31, 2015 Consolidated Balance Sheet to conform with current period presentation. At December 31, 2016 deferred financing costs were $12.4 million.

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.

3. Acquisitions and Dispositions

TimBar Acquisition

On August 29, 2016, PCA acquired substantially all of the assets of TimBar Corporation (“TimBar”), a large independent corrugated products producer with six corrugated products production facilities, for a purchase price of $385.6 million, net of cash acquired. Funding for the acquisition came from a new $385.0 million five-year term loan facility. TimBar provides solutions to customers in the higher margin retail, industrial packaging and display and fulfillment markets with a focus on multi-color graphics and technical innovation. With the acquisition of TimBar, we acquired a 51% controlling interest in a wholesale distributor of polywoven plastic bags used in the transportation industry. TimBar financial results are included in the Packaging segment from the date of acquisition. For the period ended December 31, 2016, TimBar accounted for $116.9 million, or 2.0% of the Company's net sales. Had the acquisition occurred at the beginning of 2015, PCA's net sales would have been $6.0 billion and $6.1 billion for 2016 and 2015, respectively.

The Company accounted for TimBar using the acquisition method of accounting in accordance with ASC 805, Business Combinations. The total purchase price has been preliminarily allocated to tangible and intangible assets acquired and liabilities assumed based on respective fair values, as follows (dollars in millions):

	Initial Allocation				Adjustments				Revised Allocation
Goodwill	$	148.1			$	9.2			$	157.3
Other intangible assets	101.6				(7.2		)		94.4
Property, plant and equipment	96.9				(1.6		)		95.3
Other net assets	39.0				(0.4		)		38.6
Net assets acquired	$	385.6			$	—			$	385.6

The purchase price allocation presented above is preliminary and is subject to the finalization of various valuations and assessments, primarily related to property, plant, and equipment, working capital and intangible assets. Our current estimates and assumptions may change as more information becomes available. We expect to finalize the valuations within the 12-month period following the acquisition date.

Goodwill is calculated as the excess of the purchase price over the fair value of the net assets acquired. Among the factors that contributed to the recognition of goodwill were TimBar's commitment to continuous improvement and innovation in their operations, as well as the expected increases in PCA's containerboard integration levels. Goodwill is expected to be deductible for tax purposes.

Other intangible assets, primarily customer relationships, were assigned an estimated weighted average useful life of 14.2 years.

Property, plant and equipment were assigned estimated useful lives ranging from two to 24 years.

Columbus Container Acquisition

On November 30, 2016, PCA acquired substantially all of the assets of Columbus Container, Inc., an independent corrugated products producer with one corrugated products production facility and five warehousing facilities, for a purchase price of $99.7 million, net of cash acquired. Funding for the acquisition came from available cash on hand. Columbus Container, Inc. is a full-service provider of corrugated packaging products utilizing state-of-the-art technologies and design centers to provide customers a solution for nearly any packaging need. Columbus Container financial results are included in the Packaging segment from the date of acquisition.

PCA allocated the total purchase price to the Columbus Container assets as follows: $36.6 million to goodwill, $26.3 million to intangible assets, $27.2 million to property, plant, & equipment, and $9.6 million to other net assets. The allocation presented is preliminary and is subject to the finalization of various valuations and assessments, primarily related to property, plant, and equipment and intangible assets. Our current estimates and assumptions may change as more information becomes available. We expect to finalize the valuations within the 12-month period following the acquisition date.

Goodwill is calculated as the excess of the purchase price over the fair value of the net assets acquired. Among the factors that contributed to the recognition of goodwill were Columbus Container's commitment to continuous improvement and innovation in their operations, as well as the expected increases in PCA's containerboard integration levels. Goodwill is expected to be deductible for tax purposes.

Other intangible assets, primarily customer relationships, were assigned an estimated weighted average useful life of 14.4 years.

Property, plant and equipment were assigned estimated useful lives ranging from one to 32 years.

Sale of European and Mexican Operations

On April 1, 2015, we completed the sale of our Hexacomb corrugated manufacturing operations in Europe and Mexico for approximately $23.0 million. The sale included three locations in Europe and two locations in Mexico. Sales, net income, and total assets of these locations are not material to our consolidated financial position or results of operations in any period presented. The gain on the sale was insignificant.

Crockett Packaging Acquisition

On April 28, 2014, we acquired the assets of Crockett Packaging, a corrugated products manufacturer, for $21.2 million, before $0.7 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 operating results. 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.

4. 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 millions, except per share data).

	Year Ended December 31
	2016				2015				2014
Numerator:
Net income	$	449.6			$	436.8			$	392.6
Less: distributed and undistributed earnings allocated to participating securities	(4.4		)		(5.2		)		(5.7		)
Net income attributable to common shareholders	$	445.2			$	431.6			$	386.9
Denominator:
Weighted average basic common shares outstanding	93.5				96.6				97.0
Effect of dilutive securities	0.2				0.1				0.1
Diluted common shares outstanding	93.7				96.7				97.1
Basic income per common share	$	4.76			$	4.47			$	3.99
Diluted income per common share	$	4.75			$	4.47			$	3.99

As of June 29, 2014, we had no remaining options to purchase shares. For the year ended 2014, all outstanding options to purchase shares were included in the computation of diluted common shares.

5. Other Expense, Net

The components of other income (expense), net, were as follows (dollars in millions):

	Year Ended December 31
	2016				2015				2014
Asset disposals and write-offs	$	(11.9	)		$	(14.0	)		$	(10.1	)
Facilities closure costs (a)	(9.4		)		—				—
Acquisition-related costs (b)	(3.3		)		—				—
Multiemployer pension withdrawal (c)	(0.9		)		—				—
Wallula mill restructuring (d)	(0.6		)		—				—
Integration-related and other costs (e)	—				(12.9		)		(20.0		)
DeRidder restructuring (f)	—				7.1				(7.3		)
Sale of St. Helens paper mill site (g)	—				6.7				—
Refundable state tax credit (h)	—				3.6				—
Class action lawsuit settlement (i)	—				—				(17.6		)
Other	1.8				2.8				(2.3		)
Total	$	(24.3	)		$	(6.7	)		$	(57.3	)

---

(a)	Includes facilities closure costs related to corrugated products facilities and a paper products facility.

(b)	Includes acquisition-related costs for the TimBar Corporation and Columbus Container, Inc. acquisitions.

(c)	Includes costs related to our withdrawal from a multiemployer pension plan for one of our corrugated products facilities.

(d)	Includes costs related to ceased softwood market pulp operations at our Wallula, Washington mill and the permanent shutdown of the No. 1 machine.

(e)	Includes Boise acquisition integration-related and other costs, which primarily relate to severance, retention, travel, and professional fees.

(f)	2015 and 2014 include amounts from restructuring activities at our mill in DeRidder, Louisiana including costs related to the conversion of the No. 3 newsprint machine to containerboard, our exit from the newsprint business, and other improvements. We completed the restructuring activities in first quarter 2015. In 2015, we recorded $7.1 million of income from vendor settlements.

(g)	In September 2015, we sold the remaining land, buildings, and equipment at our paper mill site in St. Helens, Oregon where we ceased paper production in December 2012. We recorded a $6.7 million gain on the sale.

(h)	Includes a $3.6 million tax credit from the State of Louisiana related to our recent capital investment and the jobs retained at the DeRidder, Louisiana mill, which was recorded as a benefit.

(i)	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.

6. Income Taxes

The following is an analysis of the components of the consolidated income tax provision (dollars in millions):

	2016				2015				2014
Current income tax provision (benefit) -
U.S. Federal	$	213.6			$	205.1			$	185.1
State and local	29.1				20.5				33.1
Foreign	0.2				0.4				0.9
Total current provision for taxes	242.9				226.0				219.1
Deferred -
U.S. Federal	(1.2		)		(3.8		)		(5.0		)
State and local	(3.0		)		5.6				7.6
Foreign	0.2				(0.1		)		—
Total deferred provision (benefit) for taxes	(4.0		)		1.7				2.6
Total provision (benefit) for taxes	$	238.9			$	227.7			$	221.7

The effective tax rate varies from the U.S. Federal statutory tax rate principally due to the following (dollars in millions):

	2016				2015				2014
Provision computed at U.S. Federal statutory rate of 35%	$	241.0			$	232.6			$	215.0
State and local taxes, net of federal benefit	19.8				20.0				20.5
Domestic manufacturers deduction	(21.1		)		(19.9		)		(16.5		)
Other	(0.8		)		(5.0		)		2.7
Total	$	238.9			$	227.7			$	221.7

The following details the scheduled expiration dates of our tax effected net operating loss (NOL) and other tax carryforwards at December 31, 2016 (dollars in millions):

	2017 Through 2026				2027 Through 2036				Indefinite				Total
U.S. federal and foreign NOLs	$	—			$	65.3			$	—			$	65.3
State taxing jurisdiction NOLs	1.3				0.8				—				2.1
U.S. federal, foreign, and state tax credit carryforwards	—				0.1				—				0.1
U.S. federal capital loss carryforwards	5.2				—				—				5.2
Total	$	6.5			$	66.2			$	—			$	72.7

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts for income tax purposes. Deferred income tax assets and liabilities at December 31 are summarized as follows (dollars in millions):

	December 31
	2016				2015
Deferred tax assets:
Accrued liabilities	$	18.1			$	18.3
Employee benefits and compensation	45.9				32.5
Inventories	9.9				3.9
Net operating loss carryforwards	67.4				73.2
Stock options and restricted stock	11.7				10.7
Pension and postretirement benefits	136.5				148.2
Derivatives	11.5				13.7
Capital loss, general business, foreign, and AMT credit carryforwards	5.3				5.2
Gross deferred tax assets	$	306.3			$	305.7
Valuation allowance (a)	(5.2		)		(5.1		)
Net deferred tax assets	$	301.1			$	300.6
Deferred tax liabilities:
Property, plant, and equipment	$	(537.0	)		$	(545.8	)
Goodwill and intangible assets	(98.8		)		(101.8		)
Total deferred tax liabilities	$	(635.8	)		$	(647.6	)
Net deferred tax liabilities (b)	$	(334.7	)		$	(347.0	)

---

(a)

Deferred tax assets are reduced by a valuation allowance when it is more likely than not that some portion of the deferred tax assets will not be realized. Both the 2016 and 2015 valuation allowance relates to capital losses. We do not expect to generate capital gains before the capital losses expire. If or when recognized, the tax benefits relating to the reversal of any or all of the valuation allowance would be recognized as a benefit to income tax expense.

(b)

As of December 31, 2016, we did not recognize U.S. deferred income taxes on our cumulative total of undistributed foreign earnings for our foreign subsidiaries. We indefinitely reinvest our earnings in operations outside the United States. It is not practicable to determine the amount of unrecognized deferred tax liability on these undistributed earnings because the actual tax liability, if any, is dependent on circumstances existing when the repatriation occurs.

Cash payments for federal, state, and foreign income taxes were $222.1 million, $238.3 million, and $189.5 million for the years ended December 31, 2016, 2015, and 2014, respectively.

The following table summarizes the changes related to PCA’s gross unrecognized tax benefits excluding interest and penalties (dollars in millions):

	2016				2015				2014
Balance as of January 1	$	(5.8	)		$	(4.4	)		$	(5.4	)
Increases related to prior years’ tax positions	—				(2.8		)		(1.0		)
Increases related to current year tax positions	(0.5		)		(0.4		)		(0.3		)
Decreases related to prior years' tax positions	0.1				—				0.9
Settlements with taxing authorities	0.3				0.7				0.5
Expiration of the statute of limitations	0.7				1.1				0.9
Balance at December 31	$	(5.2	)		$	(5.8	)		$	(4.4	)

At December 31, 2016, PCA had recorded a $5.2 million gross reserve for unrecognized tax benefits, excluding interest and penalties. Of the total, $3.9 million (net of the federal benefit for state taxes) would impact the effective tax rate if recognized.

PCA recognizes interest accrued related to unrecognized tax benefits and penalties as income tax expense. At December 31, 2016 and 2015, we had $1.1 million and $1.0 million of interest and penalties recorded for unrecognized tax benefits. During the next 12 months, it is reasonably possible that PCA's unrecognized tax benefits could change by approximately $2.7 million due to settlements with state taxing authorities.

PCA is subject to taxation in the United States, various state and local, and foreign jurisdictions. A federal examination of the tax years 2010 - 2012 was concluded in February 2015. A federal examination of the 2013 tax year was concluded in November 2016. The tax years 2014 - 2016 remain open to federal examination. The tax years 2012 - 2016 remain open to state examinations. Some foreign tax jurisdictions are open to examination for the 2009 tax year forward. Through the Boise acquisition, PCA recorded net operating losses and credit carryforwards from 2008 through 2011 and 2013 that are subject to examinations and adjustments for at least three years following the year in which utilized.

7. 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 December 31, 2016 and 2015, we had $682.7 million and $488.8 million, respectively, of goodwill recorded in our Packaging segment and $55.2 million for both years in our Paper segment on our Consolidated Balance Sheets.

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

	Packaging				Paper				Goodwill
Balance at January 1, 2015	$	491.6			$	55.2			$	546.8
Sale of Hexacomb Europe and Mexico (a)	(2.8		)		—				(2.8		)
Balance at December 31, 2015	488.8				55.2				544.0
Acquisitions (b)	193.9				—				193.9
Balance at December 31, 2016	$	682.7			$	55.2			$	737.9

---

(a)	During 2015, we sold the assets of Hexacomb Europe and Mexico, a corrugated products manufacturer, for $23.0 million and reduced goodwill in our Packaging segment by $2.8 million.

(b)	In connection with the August 2016 acquisition of TimBar Corporation (TimBar), the Company recoded $157.3 million of goodwill in the Packaging segment. In November 2016, we acquired Columbus Container and recorded $36.6 million of goodwill in the Packaging segment. See Note 3, Acquisitions and Dispositions, for more information.

Intangible Assets

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

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

	As of December 31, 2016										As of December 31, 2015
	Weighted Average Remaining Useful Life (in Years)		Gross Carrying Amount				Accumulated Amortization				Weighted Average Remaining Useful Life (in Years)		Gross Carrying Amount				Accumulated Amortization
Customer relationships (c)	13.1		$	424.5			$	79.8			13.3		$	311.5			$	57.3
Trademarks and trade names (c)	10.5		27.7				8.1				12.5		21.8				5.2
Other (c)	4.3		4.2				1.4				1.2		0.2				0.2
Total intangible assets (excluding goodwill)	12.9		$	456.4			$	89.3			13.3		$	333.5			$	62.7

---

(c)

In connection with the August 2016 acquisition of TimBar, the Company recorded intangible assets of $88.0 million for customer relationships, $4.9 million for trade names, and $1.5 million for other intangibles. In November 2016, we acquired Columbus Container, Inc. and recorded intangible assets of $25.0 million for customer relationships, $1.0 million for trade names, and $0.3 million for other intangibles. See Note 3, Acquisitions and Dispositions, for more information.

Amortization expense was $26.6 million, $22.7 million, and $22.6 million for the years ended December 31, 2016, 2015, and 2014, respectively. Estimated amortization expense of intangible assets over the next five years is expected to approximate $33.3 million (2017), $32.2 million (2018), $29.5 million (2019), $29.5 million (2020), and $28.7 million (2021).

Impairment Testing

We test goodwill for impairment annually in the fourth quarter or sooner if events or changes in circumstances indicate that the carrying value of the asset may exceed fair value. Additionally, when we experience changes to our business or operating environment, we evaluate the remaining useful lives and recoverability of our finite-lived purchased intangible assets to determine whether any adjustments to the useful lives or impairment are necessary. We completed our test in the fourth quarter and there was no indication of goodwill or intangible asset impairment.

8. Accrued Liabilities

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

	December 31,
	2016				2015
Compensation and benefits	$	120.4			$	106.4
Medical insurance and workers’ compensation	28.8				31.1
Customer volume discounts and rebates	18.9				15.3
Franchise, property, sales and use taxes	16.7				16.0
Environmental liabilities and asset retirement obligations	6.4				7.9
Severance, retention, and relocation	3.0				7.3
Other	7.0				9.5
Total	$	201.2			$	193.5

9. Debt

At December 31, 2016 and 2015, our long-term debt and interest rates on that debt were as follows (dollars in millions):

	December 31, 2016							December 31, 2015
	Amount				Interest Rate			Amount				Interest Rate
Revolving Credit Facility, due August 2021	$	—			—	%		$	—			—	%
Five-Year Term Loan, due October 2018	—				—			25.0				1.80
Five-Year Term Loan, due August 2021	380.2				2.02			—				—
Seven-Year Term Loan, due October 2020	630.5				2.40			637.0				2.05
6.50% Senior Notes due March 2018	150.0				6.50			150.0				6.50
3.90% Senior Notes, net of discounts of $0.2 million and $0.3 million as of December 31, 2016 and 2015, respectively, due June 2022	399.8				3.90			399.7				3.90
4.50% Senior Notes, net of discount of $1.4 million and $1.5 million as of December 31, 2016 and 2015, respectively, due November 2023	698.6				4.50			698.5				4.50
3.65% Senior Notes, net of discount of $0.9 million and $1.0 million as of December 31, 2016 and 2015, due September 2024	399.1				3.65			399.0				3.65
Total	2,658.2				3.54			2,309.2				3.67
Less current portion	25.8				2.11			6.5				2.05
Less unamortized debt issuance costs	12.4							12.3
Total long-term debt	$	2,620.0			3.57	%		$	2,290.4			3.69	%

As of December 31, 2016, the details of our borrowings were as follows:

•	Senior Unsecured Credit Agreement. On October 18, 2013, we entered into a $1.65 billion senior unsecured credit facility. Loans bear interest at LIBOR plus a margin that is determined based upon our credit ratings. On August 29, 2016, we amended and restated our five-year credit agreement dated October 18, 2013, to finance the acquisition of TimBar Corporation. The financing consisted of:

◦

Revolving Credit Facility: An extended $350.0 million unsecured revolving credit facility with variable interest (LIBOR plus a margin) due August 2021. During 2016, we did not borrow under the Revolving Credit Facility. At December 31, 2016, we had $25.1 million of outstanding letters of credit that were considered outstanding on the revolving credit facility, resulting in $324.9 million of unused borrowing capacity. The outstanding letters of credit were primarily for workers compensation. We are required to pay commitment fees on the unused portions of the credit facility.

◦	Five-Year Term Loan: A new $385.0 million unsecured five-year term loan with variable interest (LIBOR plus 1.250%), payable quarterly, due August 2021. The balance outstanding at December 31, 2016 was $380.2 million.

◦	Seven-Year Term Loan: A $650.0 million unsecured term loan with variable interest (LIBOR plus 1.625%), payable quarterly, due October 2020. The balance outstanding at December 31, 2016 was $630.5 million.

•	6.50% Senior Notes. On March 25, 2008, we issued $150.0 million of 6.50% senior notes due March 15, 2018, through a registered public offering.

•	3.90% Senior Notes. On June 26, 2012, we issued $400.0 million of 3.90% senior notes due June 15, 2022, through a registered public offering.

•	4.50% Senior Notes. On October 22, 2013, we issued $700.0 million of 4.50% senior notes due November 1, 2023, through a registered public offering.

•	3.65% Senior Notes. On September 5, 2014, we issued $400.0 million of 3.65% senior notes due September 15, 2024, through a registered public offering.

The instruments governing our indebtedness contain financial and other covenants that limit the ability of PCA and its subsidiaries to enter into sale and leaseback transactions, incur liens, incur indebtedness at the subsidiary level, enter into certain transactions with affiliates, merge or consolidate with any other person or sell or otherwise dispose of all or substantially

all of our assets. Our credit facility also requires us to comply with certain financial covenants, including maintaining a minimum interest coverage ratio and a maximum leverage ratio. A failure to comply with these restrictions could lead to an event of default, which could result in an acceleration of any outstanding indebtedness and/or prohibit us from drawing on the revolving credit facility. Such an acceleration may also constitute an event of default under the senior notes indenture. At December 31, 2016, we were in compliance with these covenants.

At December 31, 2016, we have $1,647.5 million of fixed-rate senior notes and $1,010.7 million of variable-rate term loans outstanding. At December 31, 2016, the fair value of our fixed-rate debt was estimated to be $1,717.6 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), discussed further in Note 2, Summary of Significant Accounting Policies. The fair value of our variable-rate term debt approximates the carrying amount as our cost of borrowing is variable and approximates current market rates.

Repayments, Interest, and Other

In 2016, we used cash on hand to make principal payments of $25.0 million under the Five-Year Term Loan, due October 2018 (which is no longer outstanding), $4.8 million under the Five-Year Term Loan, due August 2021, and $6.5 million under the Seven-Year Term Loan, due October 2020.

In 2015, we used cash on hand to repay $40.0 million of debt outstanding under the Five-Year Term Loan, due October 2018 and $6.5 million under the Seven-Year Term Loan, due October 2020.

In 2014, we used the proceeds of our $400.0 million of 3.65% fixed-rate senior notes offering and other cash on hand to repay $591.5 million of debt outstanding under the Five-Year Term Loan, due October 2018 and Seven-Year Term Loan, due October 2020.

As of December 31, 2016, annual principal maturities for debt, excluding unamortized debt discount, are: $25.8 million for 2017; $175.8 million for 2018; $25.8 million for 2019; $630.3 million for 2020; $303.2 million for 2021; and $1.5 billion for 2022 and thereafter.

At December 31, 2016, the reference interest rate (LIBOR) for our Five-Year Term Loan, due August 2021, was 0.77% and the applicable margin was 1.250%. At December 31, 2015, the reference interest rate (LIBOR) for our Five-Year Term Loan, due October 2018, was 0.42% and the applicable margin was 1.375%. At December 31, 2016 and 2015, the reference interest rate (LIBOR) for our Seven-Year Term Loan, due October 2020, was 0.77% and 0.42%, respectively. At both December 31, 2016 and 2015, the applicable margin on our Seven-Year Term Loan, due October 2020, was 1.625%.

Interest payments and redemption premium payments paid in connection with the Company’s debt obligations for the years ended December 31, 2016, 2015, and 2014, were $88.3 million, $85.5 million, and $77.0 million, respectively.

Included in interest expense, net, are amortization of financing costs and amortization of treasury lock settlements. Amortization of treasury lock settlements was a $5.7 million net loss in 2016, 2015, and 2014. Amortization of financing costs in 2016, 2015, and 2014 was $1.9 million, $1.8 million, and $3.3 million (including $1.5 million write-off of deferred financing costs related to the September 2014 debt refinancing), respectively.

10. Employee Benefit Plans and Other Postretirement Benefits

PCA has defined pension benefit plans for both salaried and hourly employees. The plans covering salaried employees are closed to new entrants with only certain current active participants still accruing benefits. The plans covering certain hourly employees are closed to new participants. We also have a Supplemental Executive Retirement Plan (SERP) and other nonqualified defined benefit pension plans that provide unfunded supplemental retirement benefits to certain of our executives and former executives. The SERP provides for incremental pension benefits in excess of those offered in our principal pension plans.

Other Postretirement Benefits

PCA provides postretirement medical benefits for certain salaried employees and postretirement medical and life insurance benefits for certain hourly employees. For salaried employees, the plan covers employees retiring from PCA on or after attaining age 58 who have had at least 10 years of full-time service with PCA after attaining age 48. In April 2016, the

Company provided notice to eligible participants that the Salaried Retiree Medical Plan would be frozen as of December 31, 2016. As a result of the freeze, eligible plan participants who did not retire and elect coverage before December 31, 2016 would lose benefits attributable to service already rendered. In accordance with Accounting Standards Codification (ASC) 715, "Compensation--Retirement Benefits", the Company remeasured the Salaried Retiree Medical Plan benefit obligation using current assumptions, resulting in a decrease in the benefit obligation of $5.1 million with a corresponding increase in accumulated other comprehensive income of $3.1 million and deferred income taxes of $2.0 million.

Obligations and Funded Status of Defined Benefit Pension and Other Postretirement Benefits Plans

The funded status of PCA's plans change from year to year based on the plan asset investment return, contributions, benefit payments, the discount rate used to measure the liability, and expected participant longevity. The following table, which includes only company-sponsored defined benefit and other postretirement benefit plans, reconciles the beginning and ending balances of the projected benefit obligation and the fair value of plan assets. We recognize the unfunded status of these plans on the Consolidated Balance Sheets, and we recognize changes in funded status in the year changes occur through the Consolidated Statements of Comprehensive Income (dollars in millions):

	Pension Plans								Postretirement Plans
	Year Ended December 31								Year Ended December 31
	2016				2015				2016				2015
Change in Benefit Obligation
Benefit obligation at beginning of period	$	1,092.5			$	1,129.6			$	21.4			$	31.9
Service cost	24.5				24.0				0.5				1.7
Interest cost	40.9				46.2				0.6				1.2
Plan amendments	1.8				3.0				(5.3		)		—
Actuarial (gain) loss (a)	35.3				(75.7		)		3.7				(11.4		)
Participant contributions	—				—				1.3				1.2
Benefits paid	(36.6		)		(34.6		)		(2.7		)		(3.2		)
Benefit obligation at plan year end	$	1,158.4			$	1,092.5			$	19.5			$	21.4
Accumulated benefit obligation portion of above	$	1,116.6			$	1,048.5
Change in Fair Value of Plan Assets
Plan assets at fair value at beginning of period	$	764.4			$	805.9			$	—			$	—
Actual return on plan assets	44.4				(8.1		)		—				—
Company contributions	58.2				1.2				1.4				2.0
Participant contributions	—				—				1.3				1.2
Benefits paid	(36.6		)		(34.6		)		(2.7		)		(3.2		)
Fair value of plan assets at plan year end	$	830.4			$	764.4			$	—			$	—
Underfunded status	$	(328.0	)		$	(328.1	)		$	(19.5	)		$	(21.4	)
Amounts Recognized on Consolidated Balance Sheets
Current liabilities	$	(1.3	)		$	(0.9	)		$	(1.2	)		$	(1.1	)
Noncurrent liabilities	(326.7		)		(327.2		)		(18.3		)		(20.3		)
Accrued obligation recognized at December 31	$	(328.0	)		$	(328.1	)		$	(19.5	)		$	(21.4	)
Amounts Recognized in Accumulated Other Comprehensive (Income) Loss (Pre-Tax)
Prior service cost (credit)	$	21.1			$	25.1			$	(5.0	)		$	0.2
Actuarial loss (gain)	183.9				149.4				(1.9		)		(6.0		)
Total	$	205.0			$	174.5			$	(6.9	)		$	(5.8	)

---

(a)	The actuarial loss in 2016 was due primarily to a decrease in the weighted average discount rate used to estimate our pension benefit obligations, and updated mortality assumptions from the Society of Actuaries. In 2015, the increase in the weighted average

discount rate used to estimate our pension benefit obligations and changes in mortality assumptions from the Society of Actuaries resulted in an actuarial gain.

Components of Net Periodic Benefit Cost and Other Comprehensive (Income) Loss

The components of net periodic benefit cost and other comprehensive (income) loss (pretax) were as follows (dollars in millions):

	Pension Plans												Postretirement Plans
	Year Ended December 31												Year Ended December 31
	2016				2015				2014				2016				2015				2014
Service cost	$	24.5			$	24.0			$	22.7			$	0.5			$	1.7			$	1.6
Interest cost	40.9				46.2				45.9				0.6				1.2				1.2
Expected return on plan assets	(49.5		)		(53.1		)		(50.7		)		—				—				—
Special termination benefits	—				—				0.3				—				—				—
Net amortization of unrecognized amounts
Prior service cost (credit)	5.7				5.5				6.5				(0.1		)		0.1				(0.2		)
Actuarial loss	5.8				8.7				0.6				(0.4		)		0.1				0.1
Net periodic benefit cost	$	27.4			$	31.3			$	25.3			$	0.6			$	3.1			$	2.7
Changes in plan assets and benefit obligations recognized in other comprehensive (income) loss
Actuarial net (gain) loss	$	40.4			$	(14.5	)		$	146.4			$	3.6			$	(11.4	)		$	4.2
Prior service cost (credit)	1.8				3.0				2.6				(5.3		)		—				—
Amortization of prior service cost	(5.7		)		(5.5		)		(6.5		)		(0.3		)		(0.1		)		0.2
Amortization of actuarial loss	(5.8		)		(8.7		)		(0.6		)		0.8				(0.1		)		(0.1		)
Total recognized in other comprehensive (income) loss (a)	30.7				(25.7		)		141.9				(1.2		)		(11.6		)		4.3
Total recognized in net periodic benefit cost and other comprehensive (income) loss - pretax	$	58.1			$	5.6			$	167.2			$	(0.6	)		$	(8.5	)		$	7.0

---

(a)

Accumulated losses in excess of 10% of the greater of the projected benefit obligation or the market-related value of assets will be recognized on a straight-line basis over the average remaining service period of active employees in PCA plans (which is between seven to ten years) and over average remaining lifetime of inactive participants of Boise plans (which is between 26 and 29 years), to the extent that losses are not offset by gains in subsequent years. The estimated net loss and prior service cost that will be amortized from "Accumulated other comprehensive loss" into net periodic benefit in 2017 is $12.7 million.

The accumulated benefit obligations for the plans with obligations in excess of plan assets, is $1.0 billion.

Assumptions

The following table presents the assumptions used in the measurement of our benefits obligations:

	Pension Plans						Postretirement Plans
	December 31						December 31
	2016		2015		2014		2016		2015		2014
Weighted-Average Assumptions Used to Determine Benefit Obligations at December 31
Discount rate	4.24%		4.51%		4.14%		3.91%		4.35%		3.95%
Rate of compensation increase	4.00%		4.00%		4.00%		N/A		N/A		N/A
Weighted-Average Assumptions Used to Determine Net Periodic Benefit Cost for the Years Ended December 31
Discount rate	4.49%		4.14%		5.00%		4.17%		3.95%		4.85%
Expected return on plan assets	6.57%		6.73%		6.69%		N/A		N/A		N/A
Rate of compensation increase	4.00%		4.00%		4.00%		N/A		N/A		N/A

Discount Rate Assumption. The discount rate reflects the current rate at which the pension obligations could be settled on the measurement date: December 31. The discount rate assumption used to calculate the present value of pension and postretirement benefit obligations reflects the rates available on high-quality, fixed-income debt instruments on December 31. In all periods, the bonds included in the models reflect anticipated investments that would be made to match the expected monthly benefit payments over time. The plans' projected cash flows were duration-matched to these models to develop an appropriate discount rate.

Beginning in 2016, we refined the method used to determine the service and interest cost components of our net periodic benefit cost. Previously, the cost was determined using a single weighted-average discount rate derived from the yield curve. Under the refined method, known as the spot rate approach, we will use individual spot rates along the yield curve that correspond with the timing of each benefit payment. We believe this change provides a more precise measurement of service and interest costs by improving the correlation between projected cash outflows and corresponding spot rates on the yield curve.

Asset Return Assumption. The expected return on plan assets reflects the expected long-term rates of return for the categories of investments currently held in the plans as well as anticipated returns for additional contributions made in the future. The expected long-term rate of return is adjusted when there are fundamental changes in expected returns on the plan investments. The weighted-average expected return on plan assets we will use in our calculation of 2017 net periodic pension benefit cost is 6.55%.

Rate of Compensation Increase. The rate of compensation increase is determined by PCA based upon annual reviews. The compensation increase assumption is not applicable for all plans as many of our pension plans are frozen and not accruing benefits.

Health Care Cost Trend Rate Assumptions. PCA assumed health care cost trend rates for its postretirement benefits plans were as follows:

	2016		2015		2014
Health care cost trend rate assumed for next year	7.35%		7.60%		7.75%
Rate to which the cost trend rate is assumed to decline (the ultimate trend rate)	4.50%		4.50%		5.00%
Year that the rate reaches the ultimate trend rate	2025		2024		2023

Postretirement Health Care Plan Assumptions. For postretirement health care plan accounting, PCA reviews external data and its own historical trends for health care costs to determine the health care cost trend rate assumption.

A one-percentage point change in assumed health care cost trend rates would have the following effects on the 2016 postretirement benefit obligation and the 2016 net post retirement benefit cost (dollars in millions):

	1-Percentage Point Increase				1-Percentage Point Decrease
Effect on postretirement benefit obligation	$	1.0			$	(0.9	)
Effect on net postretirement benefit cost	0.1				(0.1		)

Investment Policies and Strategies

PCA has retained the services of professional advisors to oversee pension investments and provide recommendations regarding investment strategy. PCA’s overall strategy and related apportionments between equity and debt securities may change from time to time based on market conditions, external economic factors, and the funded status of the plans. The general investment objective for all of our plan assets is to optimize growth of the pension plan trust assets, while minimizing the risk of significant losses to enable the plans to satisfy their benefit payment obligations over time. The objectives take into account the long-term nature of the benefit obligations, the liquidity needs of the plans, and the expected risk/return trade-offs of the asset classes in which the plans may choose to invest. Assets of our pension plans were invested in the following classes of securities at December 31, 2016 and 2015:

	Percentage of Fair Value
	2016			2015
Fixed income securities	54	%		55	%
International equity securities	23			22
Domestic equity securities	21			20
Real estate securities	1			1
Other	1			2

At December 31, 2016, the targeted investment allocations differed between the acquired Boise plans and PCA's historical plans based on funded status. At December 31, 2016, PCA's historical plans, which comprised $328.6 million of the fair value of plan assets, targeted 44% invested in equities, 53% invested in bonds, and 3% in other, whereas the Boise plans, which comprised $501.8 million of the total fair value of plan assets, targeted 45% in equities and 55% in bonds. Our retirement committee reviews the investment allocations for reasonableness at a minimum, semi-annually.

Investment securities, in general, are exposed to various risks, such as interest rate, credit, and overall market volatility risk, all of which are subject to change. Due to the level of risk associated with some investment securities, it is reasonably possible that changes in the values of investment securities will occur in the near term, and such changes could materially affect the reported amounts.

Fair Value Measurements of Plan Assets

The following tables set forth, by level within the fair value hierarchy, discussed in Note 2, Summary of Significant Accounting Policies, the pension plan assets, by major asset category, at fair value at December 31, 2016 and 2015 (dollars in millions):

	Fair Value Measurements at December 31, 2016
Asset Category	Quoted Prices in Active Markets for Identical Assets (Level 1)				Significant Other Observable Inputs (Level 2)				Significant Unobservable Inputs (Level 3)				Total
Short-term investments (a)	$	—			$	1.5			$	—			$	1.5
Mutual funds (b):
Domestic equities	65.7				—				—				65.7
International equities	68.7				—				—				68.7
Real estate	9.6				—				—				9.6
Fixed income	108.4				64.8				—				173.2
Common/collective trust funds (a):
Domestic equities	—				107.9				—				107.9
International equities	—				124.5				—				124.5
Fixed income	—				271.6				—				271.6
Private equity securities (c)	—				—				5.7				5.7
Total securities at fair value	$	252.4			$	570.3			$	5.7			$	828.4
Receivables and accrued expenses													2.0
Total fair value of plan assets													$	830.4

	Fair Value Measurements at December 31, 2015
Asset Category	Quoted Prices in Active Markets for Identical Assets (Level 1)				Significant Other Observable Inputs (Level 2)				Significant Unobservable Inputs (Level 3)				Total
Short-term investments (a)	$	—			$	4.1			$	—			$	4.1
Mutual funds (b):
Domestic equities	47.1				—				—				47.1
International equities	50.7				—				—				50.7
Real estate	8.5				—				—				8.5
Fixed income	156.5				—				—				156.5
Common/collective trust funds (a):
Domestic equities	—				104.4				—				104.4
International equities	—				121.6				—				121.6
Fixed income	—				263.0				—				263.0
Private equity securities (c)	—				—				6.4				6.4
Total securities at fair value	$	262.8			$	493.1			$	6.4			$	762.3
Receivables and accrued expenses													2.1
Total fair value of plan assets													$	764.4

---

(a)

Investments in common/collective trust funds valued using net asset values (NAV) provided by the administrator of the funds. The NAV is based on the value of the underlying assets owned by the fund, minus its liabilities, and then divided by the number of units outstanding. While the underlying assets are actively traded on an exchange, the funds are not. There are currently no redemption restrictions on these investments. There are certain funds with one-day redeemable notice.

(b)	Investments in mutual funds valued at quoted market values on the last business day of the fiscal year.

(c)

Investments in this category are invested in the Pantheon Global Secondary Fund IV, LP. The fund specializes in investments in the private equity secondary market and occasionally directly in private companies to maximize capital growth. Fund investments are carried at fair value as determined quarterly using the market approach to estimate the fair value of private investments. The market approach utilizes prices and other relevant information generated by market transactions, type of security, size of the position, degree of liquidity, restrictions on the disposition, latest round of financing data, current financial position, and operating results, among other factors. In circumstances where fair values are not provided with respect to any of the company's fund investments, the investment advisor will seek to determine the fair value of such investments based on information provided by the general partners or managers of such funds or from other sources. Audited financial statements are provided by fund management annually. Notwithstanding the above, the variety of valuation bases adopted and quality of management data of the ultimate underlying investee companies means that there are inherent difficulties in determining the value of the investments. Amounts realized on the sale of these investments may differ from the calculated values. Boise had originally committed to a $15.0 million investment, with $5.0 million of the commitment unfunded at December 31, 2016.

The following table sets forth a summary of changes in the fair value of the pension plans' Level 3 assets for the year ended December 31, 2016 (dollars in millions):

	2016
Balance, beginning of year	$	6.4
Sales	(0.7		)
Balance, end of year	$	5.7

Funding and Cash Flows

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). From time to time, PCA may make discretionary contributions based on the funded status of the plans, tax deductibility, income from operations, and other factors. In 2016, we made contributions of $57.1 million to our qualified pension plans. In 2015, we did not make contributions to our qualified pension plans. In 2014, we contributed $0.4 million to our qualified pension plans. We expect to contribute at least the estimated required minimum contributions to our qualified pension plans of approximately $8.0 million in 2017.

The following are estimated benefit payments to be paid to current plan participants by year (dollars in millions). Qualified pension benefit payments are paid from plan assets, while nonqualified pension benefit payments are paid by the Company.

	Pension Plans				Postretirement Plans
2017	$	41.1			$	1.2
2018	45.0				1.3
2019	48.9				1.3
2020	52.6				1.4
2021	56.2				1.3
2021 - 2025	327.7				6.1

Defined Contribution Plans

Some of our employees participate in contributory defined contribution savings plans, available to most of our salaried and hourly employees. The defined contribution plans permit participants to make contributions by salary reduction pursuant to Section 401(k) of the Code. PCA made employer-matching contributions of $40.4 million, $37.9 million, and $28.3 million in 2016, 2015, and 2014, respectively. In 2015 and 2014, Company matching contributions to certain full-time salaried employees were made in company stock, through our Employee Stock Ownership Plan (ESOP). All other matching contributions were in cash. Beginning in 2016, all company-matching contributions to all employees were made in cash. We expense employer matching contributions and charge dividends on shares held by the ESOP to retained earnings. Shares of company stock held by the ESOP are included in basic shares for earnings-per-share computations. At both December 31, 2016 and 2015, the ESOP held 2.2 million shares of company stock.

Certain salaried and hourly employees that are not participating in a PCA sponsored defined benefit pension plan receive a service-related company retirement contribution to their defined contribution plan account in addition to any employer matching contribution. This contribution increases with years of service and ranges from 3% to 5% of base pay. We contributed

$14.9 million, $12.4 million, and $7.4 million for this retirement contribution during the years ended December 31, 2016, 2015, and 2014, respectively.

Deferred Compensation Plans

Key managers can elect to participate in a deferred compensation plan. The deferred compensation plan is unfunded; therefore, benefits are paid from our general assets. At December 31, 2016 and 2015, we had $13.7 million and $12.8 million, respectively, of liabilities attributable to participation in our deferred compensation plan on our Consolidated Balance Sheets.

11. Asset Retirement Obligations

Our asset retirement obligations relate predominantly to landfill closure, wastewater treatment pond dredging, closed-site monitoring costs, and certain leasehold improvements. In accordance with ASC 410, "Asset Retirement and Environmental Obligations," we recognize the fair value of these liabilities as an asset retirement obligation and capitalize that cost as part of the cost basis of the related asset in the period in which the costs are incurred if sufficient information is available to reasonably estimate the fair value of the obligation. Fair value estimates are determined using Level 3 inputs in the fair value hierarchy. The fair value of our asset retirement obligations is measured using expected future cash outflows discounted using the company's credit-adjusted risk-free interest rate. Over time, the liability is accreted to its settlement value, and the capitalized cost is depreciated over the useful life of the related asset. These liabilities are based on the best estimate of costs and are updated periodically to reflect current technology, laws and regulations, inflation, and other economic factors. Occasionally, we become aware of events or circumstances that require us to revise our future estimated cash flows. When revisions become necessary, we recalculate our obligation and adjust our asset and liability accounts utilizing appropriate discount rates. No assets are legally restricted for purposes of settling asset retirement obligations. Upon settlement of the liability, we will recognize a gain or loss for any difference between the settlement amount and the liability recorded.

The following table describes changes to the asset retirement obligation liability (dollars in millions):

	Year Ended December 31
	2016				2015
Asset retirement obligation at beginning of period	$	26.2			$	37.0
Accretion expense	2.3				2.1
Payments	(2.2		)		(1.6		)
Revisions in estimated cash flows	1.2				0.2
Liabilities incurred	0.5				(0.3		)
Sale of St. Helens (a)	—				(11.2		)
Asset retirement obligation at end of period	$	28.0			$	26.2

---

(a)	In September 2015, we sold the remaining land, buildings, and equipment at our paper mill site in St. Helens, Oregon where we ceased paper production in December 2012. We recorded a $6.7 million gain on the sale. In connection with the sale, we eliminated $11.2 million of asset retirement obligations that were assumed by the buyer.

We have additional asset retirement obligations with indeterminate settlement dates. The fair value of these asset retirement obligations cannot be estimated due to the lack of sufficient information to estimate the settlement dates of the obligations. These asset retirement obligations include, for example, (i) removal and disposal of potentially hazardous materials related to equipment and/or an operating facility if the equipment and/or facilities were to undergo major maintenance, renovation, or demolition and (ii) storage sites or owned facilities for which removal and/or disposal of chemicals and other related materials are required if the operating facility is closed. We will recognize a liability in the period in which sufficient information becomes available to reasonably estimate the fair value of these obligations.

12. 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 December 31, 2016, 1.2 million shares remained available for future issuance under the plan. Forfeitures are added back to the pool of shares of common stock available to be granted at a future date.

Restricted Stock

Restricted stock awards granted to officers and employees generally vest at the end of a four-year period, and restricted stock awards granted to directors vest immediately. The fair value of restricted stock is determined based on the closing price of the Company’s stock on the grant date. A summary of the Company’s restricted stock activity follows:

	2016							2015							2014
	Shares			Weighted Average Grant- Date Fair Value				Shares			Weighted Average Grant- Date Fair Value				Shares			Weighted Average Grant- Date Fair Value
Restricted stock at January 1	1,007,794			$	49.47			1,184,299			$	41.71			1,463,694			$	31.48
Granted	242,835			67.48				218,957			65.16				229,489			70.24
Vested (a)	(443,627	)		34.11				(389,481	)		32.77				(507,222	)		26.29
Forfeitures	(20,923	)		59.63				(5,981	)		66.42				(1,662	)		61.05
Restricted stock at December 31	786,079			$	63.44			1,007,794			$	49.47			1,184,299			$	41.71

---

(a)	The total fair value of awards upon vesting for the years ended December 31, 2016, 2015, and 2014 was $28.8 million, $26.3 million, and $36.4 million, respectively.

Performance Units

Performance award units granted to certain key employees vest four years after the grant date based on the achievement of defined performance rankings compared to a peer group. The performance units are paid out entirely in shares of the Company’s common stock. The awards are valued at the closing price of the Company’s stock on the grant date and expensed over the requisite service period based on the most probable number of awards expected to vest.

	2016							2015							2014
	Units			Weighted Average Grant- Date Fair Value				Units			Weighted Average Grant- Date Fair Value				Units			Weighted Average Grant-Date Fair Value
Performance units at January 1	175,675			$	59.94			127,489			$	58.25			70,600			$	47.83
Granted	77,017			67.57				53,102			65.04				56,889			71.19
Vested (a)	(20,604	)		57.58				(4,916	)		71.19				—			—
Performance units at December 31	232,088			$	62.68			175,675			$	59.94			127,489			$	58.25

---

(a)	The total fair value of awards upon vesting for the year ended December 31, 2016 was $1.1 million. Upon vesting of the awards, PCA issued 21,111 shares of its common stock, which included 507 shares for dividends accrued during the vesting period.

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 millions):

	Year Ended December 31
	2016				2015				2014
Restricted stock	$	15.8			$	15.2			$	13.8
Performance units	3.9				3.0				1.8
Impact on income before income taxes	19.7				18.2				15.6
Income tax benefit	(7.7		)		(7.1		)		(6.1		)
Impact on net income	$	12.0			$	11.1			$	9.5

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 was as follows (dollars in millions):

	December 31, 2016
	Unrecognized Compensation Expense				Remaining Weighted Average Recognition Period (in years)
Restricted stock	$	27.1			2.7
Performance units	8.1				2.8
Total unrecognized share-based compensation expense	$	35.2			2.7

We evaluate share-based compensation expense on a quarterly basis based on our estimate of expected forfeitures, review of recent forfeiture activity, and expected future turnover. We recognize the effect of adjusting the forfeiture rate for all expense amortization in the period that we change the forfeiture estimate. The effect of forfeiture adjustments was insignificant in all periods presented.

13. Derivative Instruments and Hedging Activities

Hedging Strategy

When appropriate, we use derivatives as a risk management tool to mitigate the potential impact of certain market risks. The primary risks managed by using derivative financial instruments are interest rate risks. We do not enter into derivative financial instruments for trading or speculative purposes.

Interest Rate Risk

The Company has used treasury lock derivative instruments to manage interest costs and the risk associated with changing interest rates. In connection with contemplated issuances of ten-year debt securities, PCA entered into interest rate protection agreements with counterparties in 2008, 2010, and 2011 to protect against increases in the ten-year U.S. Treasury Note rate. These treasury rates served as references in determining the interest rates applicable to the debt securities the Company issued in March 2008, February 2011, and June 2012. As a result of changes in the interest rates on those treasury securities between the time PCA entered into the derivative agreements and the time PCA priced and issued the debt securities, the Company: (1) made a payment of $4.4 million to the counterparty upon settlement of the 2008 interest rate protection agreement on March 25, 2008; (2) received a payment of $9.9 million from the counterparties upon settlement of the 2010 interest rate protection agreements on February 4, 2011; and (3) made a payment of $65.5 million to the counterparty upon settlement of the 2011 interest rate protection agreement on June 26, 2012. The Company recorded the effective portion of the settlements in AOCI, and these amounts are being amortized over the terms of the respective notes.

Derivative Instruments

The impact of derivative instruments on the consolidated statements of income and accumulated OCI was as follows (dollars in millions):

	Net Loss Recognized in Accumulated OCI (Effective Portion) December 31
	2016				2015
Treasury locks, net of tax	$	(17.7	)		$	(21.2	)

	Gain (Loss) Reclassified from Accumulated OCI into Income (Effective Portion) Year Ended December 31
	2016				2015				2014
Amortization of treasury locks (included in interest expense, net)	$	(5.7	)		$	(5.7	)		$	(5.7	)

The net amount of settlement gains or losses on derivative instruments included in accumulated OCI to be amortized over the next 12 months is a net loss of $5.7 million ($3.5 million after-tax).

14. Stockholders' Equity

Dividends

During the year ended December 31, 2016, we paid $216.1 million of dividends to shareholders. On December 13, 2016, PCA's Board of Directors approved a regular quarterly cash dividend of $0.63 per share, which was paid on January 13, 2017, to shareholders of record as of December 23, 2016. The dividend payment was $59.4 million.

On August 31, 2016, PCA announced an increase of its quarterly cash dividend on its common stock from an annual payout of $2.20 per share to an annual payout of $2.52 per share. The first quarterly dividend of $0.63 per share was paid on October 14, 2016 to shareholders of record as of September 15, 2016.

Share Repurchase Program

On February 25, 2016, PCA announced that its Board of Directors authorized the repurchase of $200.0 million of the Company's outstanding common stock. At the time of the announcement, there was no remaining authority under previously announced programs. Repurchases may be made from time to time in open market or privately negotiated transactions in accordance with applicable securities regulations. The timing and amount of repurchases will be determined by the company in its discretion based on factors such as PCA’s stock price and market and business conditions.

Share repurchase activity follows (in millions, except share and per share amounts).

	Shares			Weighted Average Price Per Share				Total
2015	2,326,493			$	66.50			$	154.7
2016	1,987,187			$	50.49			$	100.3

All shares repurchased have been retired. At December 31, 2016, $193.0 million of the authorized amount remained available for repurchase of the Company's common stock.

Accumulated Other Comprehensive Income (Loss)

Changes in AOCI, net of taxes, by component follows (dollars in millions). Amounts in parentheses indicate losses.

		Unrealized Loss On Treasury Locks, Net				Unrealized Loss on Foreign Exchange Contracts				Unfunded Employee Benefit Obligations				Total
Balance at December 31, 2015		$	(21.2	)		$	(0.4	)		$	(103.3	)		$	(124.9	)
Other comprehensive income (loss) before reclassifications, net of tax		—				—				(24.9		)		(24.9		)
Amounts reclassified from AOCI, net of tax		3.5				—				6.7				10.2
Net current-period other comprehensive income (loss)		3.5				—				(18.2		)		(14.7		)
Balance at December 31, 2016		$	(17.7	)		$	(0.4	)		$	(121.5	)		$	(139.6	)

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

		Amounts Reclassified from AOCI Year Ended December 31
Details about AOCI Components		2016				2015				Affected Line Item in the Statement Where Net Income is Presented
Foreign currency translation adjustments		$	—			$	(4.2	)		Other expense, net
		—				—				Tax benefit
		$	—			$	(4.2	)		Net of tax
Unrealized loss on treasury locks, net		$	(5.7	)		$	(5.7	)		See (a) below
		2.2				2.2				Tax benefit
		$	(3.5	)		$	(3.5	)		Net of tax
Unfunded employee benefit obligations
Amortization of prior service costs		$	(5.5	)		$	(5.6	)		See (b) below
Amortization of actuarial gains / (losses)		(5.4		)		(8.8		)		See (b) below
		(10.9		)		(14.4		)		Total before tax
		4.2				5.6				Tax benefit
		$	(6.7	)		$	(8.8	)		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 13, Derivative Instruments and Hedging Activities, for additional information.

(b)	These AOCI components are included in the computation of net pension and postretirement benefit costs. See Note 10, Employee Benefit Plans and Other Postretirement Benefits, for additional information.

15. Concentrations of Risk

Our Paper segment has had a long-standing commercial and contractual relationship with Office Depot, our largest customer in the paper business. This relationship exposes us to a significant concentration of business and financial risk. Our sales to Office Depot represented 8% and 9% of our total company sales for 2016 and 2015, respectively, and about 42% and 45% of our Paper segment sales revenue for those periods, respectively. At December 31, 2016 and 2015, we had $31.8 million and $39.5 million of accounts receivable due from Office Depot, respectively, which represents 5% and 6% of our total company receivables, respectively.

In 2016, sales to Office Depot represented 42% of our Paper segment sales. If these sales are reduced, we would need to find new customers. We may not be able to fully replace any lost sales, and any new sales may be at lower prices or higher costs. Any significant deterioration in the financial condition of Office Depot affecting its ability to pay or any other change that affects its willingness to purchase our products will harm our business and results of operations.

During the second quarter of 2016, Office Depot and Staples terminated their merger agreement, and the acquisition of Office Depot by Staples was not completed. We continue to do business in the ordinary course with Office Depot.

Labor

At December 31, 2016, we had approximately 14,000 employees and approximately 50% of these employees worked pursuant to collective bargaining agreements. Approximately 70% 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 20% of our employees work pursuant to collective bargaining agreements that will expire within the next twelve months.

16. 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 non-inventory working capital items) on our Consolidated Balance Sheets were both $5.0 million at December 31, 2016, and $4.5 million at December 31, 2015. For 2016, 2015, and 2014, we recorded $86.9 million, $88.8 million, and $75.8 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".

For 2016, 2015, and 2014, fiber purchases from related parties were $17.2 million, $20.7 million, and $28.7 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.

17. Segment Information

We report 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 require distinct operating and marketing strategies.

Packaging. We manufacture and sell 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.

Paper. We manufacture and sell a range of white papers, including communication papers, and pressure sensitive papers, and market pulp. Our white papers can be manufactured as either commodity papers or specialty papers with specialized or custom features, such as colors, coatings, high brightness, or recycled content. We ship to customers both directly from our mills and through distribution centers. In 2016, our sales to Office Depot, our largest Paper segment customer,

represented 42% of our Paper segment sales revenue. Sales for market pulp decreased in 2016 as we ceased softwood market pulp operations at our Wallula, Washington mill with the permanent shutdown of the No.1 machine.

Corporate and Other. Our Corporate and Other segment includes corporate support staff services and related assets and liabilities, and foreign exchange gains and losses. This segment also includes transportation assets, such as rail cars and trucks, which we use to transport our products from some of our manufacturing sites and assets related to LTP. See Note 16, Transactions With Related Parties, for more information related to LTP. Sales in this segment relate primarily to LTP and our rail and truck business. We provide transportation services not only to our own facilities but also, on a limited basis, to third parties when geographic proximity and logistics are favorable. Rail cars and trucks are generally leased.

Each segments' profits and losses are measured on operating profits before interest expense and interest income. For many of these allocated expenses, the related assets and liabilities remain in the Corporate and Other segment.

Segment sales to external customers by product line were as follows (dollars in millions):

	Year Ended December 31
2016				2015				2014
Packaging sales	$	4,584.8			$	4,477.3			$	4,540.3
Paper sales
White papers	1,065.8				1,089.6				1,138.5
Market pulp	28.1				53.5				62.9
	1,093.9				1,143.1				1,201.4
Corporate and Other	100.3				121.3				110.9
	$	5,779.0			$	5,741.7			$	5,852.6

Sales to foreign unaffiliated customers during the years ended December 31, 2016, 2015, and 2014 were $289.5 million, $177.2 million, and $378.8 million, respectively. At December 31, 2016 and 2015, we did not have significant long-lived assets held by foreign operations. At December 31, 2014, the net carrying value of long-lived assets held by foreign operations, all of which were in our Packaging segment, was $12.4 million. The sales to foreign unaffiliated customers and the net carrying value of long-lived assets held by foreign operations decreased in 2015 as we completed the sale of our Hexacomb corrugated manufacturing operations in Europe and Mexico on April 1, 2015.

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

		Sales, net												Operating Income (Loss)				Depreciation, Amortization, and Depletion				Capital Expenditures (j)				Assets
Year Ended December 31, 2016		Trade				Inter- segment				Total
Packaging		$	4,577.4			$	7.4			$	4,584.8			$	711.1		(a)	$	293.3			$	239.9			$	4,530.5
Paper		1,093.9				—				1,093.9				138.1			(b)	59.6				31.6				946.2
Corporate and Other		107.7				139.2				246.9				(68.9		)	(c)	5.1				2.8				300.3
Intersegment eliminations		—				(146.6		)		(146.6		)		—				—				—				—
		$	5,779.0			$	—			$	5,779.0			780.3				$	358.0			$	274.3			$	5,777.0
Interest expense, net														(91.8		)
Income before taxes														$	688.5

		Sales, net												Operating Income (Loss)				Depreciation, Amortization, and Depletion				Capital Expenditures (j)				Assets
Year Ended December 31, 2015		Trade				Inter- segment				Total
Packaging		$	4,474.1			$	3.2			$	4,477.3			$	714.9		(d)	$	297.3			$	250.3			$	4,027.9
Paper		1,143.1				—				1,143.1				112.5			(e)	54.9				58.5				976.5
Corporate and Other		124.5				133.8				258.3				(77.4		)	(f)	4.3				5.7				267.9
Intersegment eliminations		—				(137.0		)		(137.0		)		—				—				—				—
		$	5,741.7			$	—			$	5,741.7			750.0				$	356.5			$	314.5			$	5,272.3
Interest expense, net														(85.5		)
Income before taxes														$	664.5

		Sales, net												Operating Income (Loss)				Depreciation, Amortization, and Depletion				Capital Expenditures (j)				Assets
Year Ended December 31, 2014		Trade				Inter- segment				Total
Packaging		$	4,534.5			$	5.8			$	4,540.3			$	663.2		(g)	$	323.0			$	362.1			$	4,105.3
Paper		1,201.4				—				1,201.4				135.4				50.6				51.7				968.6
Corporate and Other		116.7				144.9				261.6				(95.9		)	(h)	7.4				6.4				184.8
Intersegment eliminations		—				(150.7		)		(150.7		)		—				—				—				—
		$	5,852.6			$	—			$	5,852.6			702.7				$	381.0			$	420.2			$	5,258.7
Interest expense, net														(88.4		)	(i)
Income before taxes														$	614.3

---

(a)	Includes $9.3 million of closure costs related to corrugated product facilities.

Includes $4.2 million of acquisition-related costs for the TimBar Corporation and Columbus Container, Inc. acquisitions.

Includes $0.9 million of costs related to our withdrawal from a multiemployer pension plan for one of our corrugated products facilities.

(b)	Includes $2.7 million of costs related to ceased softwood market pulp operations at our Wallula, Washington mill and the permanent shut down of the No.1 machine.

Includes $1.7 million of closure costs related to a paper products facility.

(c)	Includes $0.3 million of acquisition-related costs for the TimBar Corporation acquisition.

(d)	Includes net charges of $2.0 million primarily related to restructuring activities at our mill in DeRidder, Louisiana and $4.1 million of Boise acquisition integration-related and other costs.

(e)	In September 2015, we sold the remaining land, buildings, and equipment at our paper mill site in St. Helens, Oregon where we ceased paper production in December 2012. We recorded a $6.7 million gain on the sale.

(f)	Includes $9.3 million of Boise acquisition integration-related and other costs. These costs primarily relate to professional fees, severance, retention, relocation, travel, and other integration-related costs.

(g)	Includes $65.8 million of costs related primarily to the conversion of the No. 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. Includes $4.9 million of Boise acquisition integration-related and other costs.

(h)	Includes $13.5 million of Boise acquisition integration-related and other costs and $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.

(i)	Includes $1.5 million of expense related to the write-off of deferred financing costs in connection with the debt refinancing discussed in Note 9, Debt.

(j)	Includes "Additions to property, plant, and equipment" and excludes cash used for "Acquisitions of businesses, net of cash acquired" as reported on our Consolidated Statements of Cash Flows.

18. 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 (discussed in Note 9, Debt), capital commitments, lease obligations, purchase commitments for goods and services, and legal proceedings (discussed below).

Capital Commitments

The Company had capital commitments of approximately $94.7 million and $83.7 million as of December 31, 2016 and 2015, respectively, in connection with the expansion and replacement of existing facilities and equipment.

Lease Obligations

PCA leases space for certain of its facilities, cutting rights to approximately 75,000 acres of timberland, land for a fiber farm, and equipment, primarily vehicles and rolling stock. Remaining lease terms average 14 years and may contain renewal options or escalation clauses. Substantially all lease agreements have fixed payment terms based on the passage of time. Some lease agreements provide us with the option to purchase the leased property. Additionally, some agreements contain renewal options averaging approximately six years. Some leases may require the Company to pay executory costs, which may include property taxes, maintenance and insurance. The minimum lease payments under non-cancelable operating leases with lease terms in excess of one year were as follows (dollars in millions):

2017	$	64.4
2018	54.4
2019	41.8
2020	26.2
2021	19.1
Thereafter	48.4
Total	$	254.3

Total lease expense, including base rent on all leases and executory costs, such as insurance, taxes, and maintenance, for the years ended December 31, 2016, 2015, and 2014, was $88.3 million, $87.9 million and $85.6 million, respectively. These costs are included in "Cost of sales" and "Selling, general, and administrative expenses" in our Consolidated Statements of Income. We had an insignificant amount of sublease rental income in the periods presented.

PCA was obligated under capital leases covering buildings and machinery and equipment in the amount of $21.6 million and $22.8 million at December 31, 2016 and 2015, respectively. Assets held under capital lease obligations were included in property, plant, and equipment as follows (dollars in millions):

	Year Ended December 31
	2016				2015
Buildings	$	0.3			$	0.3
Machinery and equipment	28.5				28.5
Total	28.8				28.8
Less accumulated amortization	(13.7		)		(12.2		)
Total	$	15.1			$	16.6

Amortization of assets under capital lease obligations is included in depreciation expense.

The future minimum payments under capitalized leases at December 31, 2016 were as follows (dollars in millions):

2017	$	2.7
2018	2.7
2019	2.7
2020	2.7
2021	2.7
Thereafter	17.7
Total minimum capital lease payments	31.2
Less amounts representing interest	(9.6		)
Present value of net minimum capital lease payments	21.6
Less current maturities of capital lease obligations	(1.3		)
Total long-term capital lease obligations	$	20.3

Interest expense related to capital lease obligations was $1.5 million during the year ended December 31, 2016, and $1.6 million during both years ended December 31, 2015 and 2014.

Purchase Commitments

In the table below, we set forth our enforceable and legally binding purchase obligations as of December 31, 2016. Some of the amounts are based on management's estimates and assumptions about these obligations, including their duration, the possibility of renewal, anticipated actions by third parties, and other factors. Because these estimates and assumptions are necessarily subjective, our actual payments may vary from those reflected in the table. Purchase orders made in the ordinary course of business are excluded below. Any amounts for which we are liable under purchase orders are reflected on the Consolidated Balance Sheets as accounts payable and accrued liabilities. These obligations relate to various purchase agreements for items such as minimum amounts of fiber and energy purchases over periods ranging from one year to 22 years. Total purchase commitments were as follows (dollars in millions):

2017	$	93.4
2018	34.0
2019	27.8
2020	21.4
2021	17.7
Thereafter	45.7
Total	$	240.0

The Company purchased a total of $362.0 million, $299.6 million, and $265.9 million during the years ended December 31, 2016, 2015, and 2014, respectively, under these purchase agreements.

Environmental Liabilities

The potential costs for various environmental matters are uncertain due to such factors as the unknown magnitude of possible cleanup costs, the complexity and evolving nature of governmental laws and regulations and their interpretations, and the timing, varying costs and effectiveness of alternative cleanup technologies. From 2006 through 2016, there were no significant environmental remediation costs at PCA's mills and corrugated plants. At December 31, 2016, the Company had $25.3 million of environmental-related reserves recorded on its Consolidated Balance Sheet. Of the $25.3 million, approximately $17.2 million related to environmental-related asset retirement obligations discussed in Note 11, Asset Retirement Obligations, and $8.1 million related to our estimate of other environmental contingencies. The Company recorded $6.4 million in "Accrued liabilities" and $18.9 million in "Other long-term liabilities" on the Consolidated Balance Sheet. Liabilities recorded for environmental contingencies are estimates of the probable costs based upon available information and assumptions. Because of these uncertainties, PCA’s estimates may change. The Company believes that it is not reasonably possible that future environmental expenditures for remediation costs and asset retirement obligations above the $25.3 million accrued as of December 31, 2016, will have a material impact on its financial condition, results of operations, or cash flows.

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 December 31, 2016, 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. In 2014, we settled the class action lawsuit for $17.6 million. These costs were recorded in "Other expense, net" in our Consolidated Statement of Income for the year ended December 31, 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.

19.	Quarterly Results of Operations (unaudited, dollars in millions, except per-share and stock price information)

	Quarter
2016:	First (a)				Second (b)				Third (c)				Fourth (d)				Total
Net sales	$	1,401.0			$	1,417.4			$	1,484.0			$	1,476.6			$	5,779.0
Gross profit	299.0				320.1				329.5				327.1				1,275.7
Income from operations	180.8				200.2				206.4				192.9				780.3
Net income	103.7				115.9				119.4				110.6				449.6
Basic earnings per share	1.09				1.23				1.27				1.17				4.76
Diluted earnings per share	1.09				1.23				1.26				1.17				4.75
Stock price - high	62.67				71.31				82.77				88.41				88.41
Stock price - low	44.32				58.44				65.12				78.03				44.32
	Quarter
2015:	First (e)				Second (f)				Third (g)				Fourth (h)				Total
Net sales	$	1,425.7			$	1,454.3			$	1,470.8			$	1,390.9			$	5,741.7
Gross profit	277.0				317.6				328.3				285.0				1,208.0
Income from operations	157.1				197.6				219.4				175.9				750.0
Net income	90.8				114.0				127.8				104.3				436.8
Basic earnings per share	0.92				1.16				1.31				1.07				4.47
Diluted earnings per share	0.92				1.16				1.31				1.07				4.47
Stock price - high	84.88				78.98				73.60				70.04				84.88
Stock price - low	73.03				62.48				58.29				59.54				58.29

---

Note: The sum of the quarters may not equal the total of the respective year's earnings per share on either a basic or diluted basis due to changes in the weighted average shares outstanding throughout the year.

(a)	Includes $2.8 million of closure costs related to a corrugated products facility and a paper products facility. ($1.9 million after-tax or $0.02 per diluted share).

(b)

Includes $1.7 million of closure costs related to a corrugated products facility and a paper products facility ($1.0 million after-tax or $0.01 per diluted share), $0.3 million of acquisition-related costs for TimBar Corporation ($0.2 million after-tax or $0.0 per diluted share), and $0.9 million related to our withdrawal from a multiemployer pension plan for one of our corrugated products facilities ($0.6 million after-tax or $0.01 per diluted share).

(c)	Includes $2.0 million of closure costs related to a corrugated products facility and a paper products facility ($1.4 million after-tax or $0.02 per diluted share) and $2.9 million of acquisition-related costs for TimBar Corporation and Columbus Container, Inc. acquisitions ($1.9 million after-tax or $0.02 per diluted share).

(d)

Includes $4.5 million of closure costs related to a corrugated products facility and a paper products facility ($2.9 million after-tax or $0.03 per diluted share), $2.7 million of costs related to ceased production of softwood market pulp operations at our Wallula, Washington mill and the permanent shutdown of the No.1 machine ($1.8 million after-tax or $0.02 per diluted share), and $1.2 million of acquisition-related costs for TimBar Corporation and Columbus Container, Inc. acquisitions ($0.8 million after-tax or $0.01 per diluted share).

(e)	Includes $10.3 million of DeRidder restructuring charges ($6.6 million after-tax or $0.07 per diluted share) and $3.5 million of integration-related and other costs ($2.2 million after-tax or $0.02 per diluted share). Also includes a $3.6 million tax credit from the State of Louisiana related to our capital investment and the jobs retained at the DeRidder, Louisiana mill.

(f)	Includes $1.0 million of income from DeRidder restructuring ($0.7 million after-tax or $0.01 per diluted share) and $3.7 million of integration-related and other costs ($2.3 million after-tax or $0.03 per diluted share).

(g)	Includes $3.8 million of income from DeRidder restructuring ($2.3 million after-tax or $0.02 per diluted share) and $2.4 million of integration-related and other costs ($1.7 million after-tax or $0.02 per diluted share). Also includes $6.7 million gain from the sale of our paper mill site at St. Helens, Oregon ($4.4 million after tax or $0.05 per diluted share).

(h)	Includes $3.5 million of income from DeRidder restructuring ($2.2 million after-tax or $0.02 per diluted share) and $3.8 million of integration-related and other costs ($2.6 million after-tax or $0.03 per diluted share).

20. Subsequent Event

On February 8, 2017, there was an explosion at our DeRidder, Louisiana paper mill. The incident involved annual repair work being performed on piping in the pulp mill area and resulted in three contractor fatalities. The cause of the incident is under investigation. At the time of the incident, the D1 machine was down for its annual outage and the D3 machine was running and continues to operate. As of February 19, 2017, the mill resumed full operation. We are in the process of estimating the financial impact of the incident at this time. We maintain property and business interruption insurance subject to a $5 million deductible.