Form 8-K KAPSTONE PAPER & PACKAGI For: Feb 09

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM�8-K

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CURRENT REPORT

Pursuant to Section�13 or 15(d)�of the

Securities Exchange Act of 1934

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February�9, 2015

Date of Report (Date of earliest event reported)

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KapStone Paper and Packaging Corporation

(Exact Name of Registrant as Specified in its Charter)

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1101 Skokie Boulevard, Suite�300

Northbrook,�Illinois 60062

(Address of principal executive offices)

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(847)�239-8800

(Registrant�s telephone number, including area code)

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Check the appropriate box below if the Form�8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

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o����������� Written communications pursuant to Rule�425 under the Securities Act (17 CFR 230.425)

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o����������� Soliciting material pursuant to Rule�14a-12 under the Exchange Act (17 CFR 240.14a-12)

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o����������� Pre-commencement communications pursuant to Rule�14d-2(b)�under the Exchange Act (17 CFR 240.14d-2(b))

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o����������� Pre-commencement communications pursuant to Rule�13e-4(c)�under the Exchange Act (17 CFR 240.13e-4(c))

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Item 2.02������������������������������������������ Results of Operations and Financial Condition.

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On February�9, 2015, KapStone Paper and Packaging Corporation (�KapStone�) issued a press release announcing fourth quarter and full year 2014 financial results. A copy of the press release is attached hereto as Exhibit�99.1.

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The information is being furnished under Item 2.02 �Results of Operations and Financial Condition� of Form�8-K. Such information, including the Exhibits attached hereto, shall not be deemed �filed� for purposes of Section�18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

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Item 7.01������������������������������������������ Regulation FD Disclosure

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On February�10, 2015, the management of KapStone will participate in a conference call discussing KapStone�s earnings for the fourth quarter and year ended December�31, 2014. A copy of a presentation entitled �KapStone�s Fourth Quarter 2014 Financial Review� to be used in the call is attached as Exhibit�99.2 to this report.

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Item 9.01������������������������������������������ Financial Statements and Exhibits

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(d)�������������������������������� Exhibits

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Exhibit�99.1���������������� Fourth quarter and full year 2014 Earnings Press Release dated February�9, 2015

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Exhibit�99.2���������������� Slides of KapStone Paper and Packaging Corporation dated February�9, 2015

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SIGNATURE

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Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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Exhibit�99.1

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KAPSTONE REPORTS

FOURTH QUARTER AND RECORD FULL YEAR RESULTS

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NORTHBROOK,�IL � February�9, 2015 � KapStone Paper and Packaging Corporation (NYSE: KS) today reported preliminary results for the fourth quarter and year ended December�31, 2014.

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As compared to 2013�s fourth quarter, results for 2014�s fourth quarter are below:

������������������ Net sales of $563 million flat to the prior year

������������������ Net income of $34 million down $9 million, or 22 percent

������������������ Adjusted net income of $40 million down $4 million, or 8 percent

������������������ Adjusted EBITDA of $102 million down $8 million, or 7 percent

������������������ Adjusted EBITDA margin of 18.1 percent, down from 19.5 percent

������������������ Diluted EPS of $0.35 down $0.10 per share, or 22 percent

������������������ Adjusted diluted EPS of $0.41 down $0.04 per share, or 9 percent

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As compared to the year ended December�31, 2013, results for the year ended December�31, 2014:

������������������ Net sales of $2,301 million up $553 million, or 32 percent

������������������ Net income of $172 million up $45 million, or 35 percent

������������������ Adjusted net income of $189 million up $51 million, or 38 percent

������������������ Adjusted EBITDA of $456 million up $123 million, or 37 percent

������������������ Adjusted EBITDA margin of 19.8 percent up from 19.1 percent

������������������ Diluted EPS of $1.76 up $0.44 per share, or 33 percent

������������������ Adjusted diluted EPS of $1.94 up $0.52 per share, or 37 percent

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Roger W. Stone, Chairman and Chief Executive Officer, stated, �Almost every year has been transformational for KapStone, and 2014 was no exception with the successful integration of Longview.� The fourth quarter is typically a weaker quarter for KapStone with annual planned maintenance outages at both our Roanoke Rapids and Cowpens mills and the unfavorable seasonal impacts.� As a result of the seasonality, we took 12,000 tons of market downtime at our Cowpens recycled containerboard mill.� In addition, weak European markets reduced demand for saturating kraft, and therefore, KapStone decreased saturating kraft production by 8,500 tons.� The west coast port slowdown hurt our operations in the fourth quarter and continues to be disruptive.� On a more optimistic note, we are already seeing improvements in our product mix as we move further into this year and have a sound order backlog.

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�KapStone�s strength is best evidenced by its robust operating cash flows which delivered $107 million in the fourth quarter.� The strong cash flows were used to make a $150 million debt prepayment, and the Company initiated a cash dividend plan in December.�

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Fourth Quarter Operating Highlights

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Consolidated net sales of $563 million in the fourth quarter of 2014 were flat compared to 2013. During the current quarter, we experienced some price pressure on exports.� Work slow-downs at west coast ports delayed or reduced some shipments.� The Company sold 687,000 tons of paper during the fourth quarter of 2014 compared to 703,000 tons a year earlier. The Company�s average mill selling price of $677 per ton in the fourth quarter of 2014 increased by $7 per ton compared to the fourth quarter of 2013 due to the combined impact of the 2014 kraft paper and 2013 containerboard price increases, partially offset by lower export containerboard prices and a weaker Euro.� Average mill selling prices decreased $12 per ton from the third quarter of 2014, reflecting the seasonally less favorable product mix and lower export containerboard prices.

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Operating income of $62 million for the 2014 fourth quarter decreased by $12 million, or 16 percent, compared to the 2013 fourth quarter. Financial performance in the current quarter was down from 2013 mainly due to inflation on fiber and compensation costs, lower export containerboard prices and market downtime for saturating kraft and cycycled containerboard, partially offset by higher prices on kraft paper and productivity improvements.� In addition, work slowdowns at west coast ports reduced operating income by $3 million from lower sales and production volumes, operating inefficiencies, higher freight and distribution costs, and a less favorable product mix.

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Interest expense was $6 million for the fourth quarter of 2014, down $3 million from a year ago as a result of lower interest rates. At December�31, 2014, the average interest rate on our debt was 1.8 percent compared to 2.5 percent at the end of 2013. Due to the $150 million debt prepayment the Company incurred a $3 million loss on debt extinguishment.

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The effective income tax rate for the 2014 fourth quarter was 34.6 percent compared to 31.6 percent for the 2013 fourth quarter. The higher effective income tax rate in the 2014 fourth quarter reflects higher state income taxes and a favorable tax reserve reversal in the fourth quarter of 2013.

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Full Year Operating Highlights

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Consolidated net sales for the year ended December�31, 2014, were $2,301 million, an increase of 32 percent, compared to 2013 sales of $1,748 million.� The increase was primarily due to the volume resulting from the Longview acquisition, higher prices and improved mix.

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Operating income of $300 million for the year ended December�31, 2014 was higher than 2013�s $220 million by 36%.� The increase was due to the full year of Longview results compared to 6 months in 2013, higher selling prices and productivity gains from recent strategic capital investments, partially offset by inflation on fiber and compensation costs and higher maintenance outage costs.

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Interest expense for the year ended December�31, 2014 was $27 million, up $6 million from a year ago due to the full year effect of borrowings relating to the Longview acquisition partially offset by lower interest rates in 2014.� Amortization of debt issuance costs of $6 million for 2014 increased by $2 million from the prior year due to amortization on the $20 million of debt issuance costs paid to finance the Longview acquisition. Loss on debt extinguishment totaled $6 million in 2014 reflecting voluntary debt prepayments.

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The effective income tax rate for the year ended December�31, 2014 was 34.0 percent compared to 34.7 percent for 2013.� Favorable discrete tax adjustments in 2014 were partially offset by higher state income taxes. For 2014, the Company�s cash tax rate was 30 percent compared to 2 percent in 2013. In 2013, the Company benefitted from the utilization of cellulosic biofuel tax credits.

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Cash Flow and Working Capital

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Cash and cash equivalents decreased by $77 million in the quarter ended December�31, 2014, from September�30, 2014 to $28 million.�� The Company generated $107 million of net cash from operating activities during the fourth quarter and made a voluntary debt prepayment of $150 million reducing the debt leverage ratio to 2.38 times, down from 3.8 times at the time of the Longview acquisition.� Capital expenditures in the fourth quarter reached $25 million.

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For the year ended December�31, 2014, cash and cash equivalents increased by $16 million from December�31, 2013 reflecting cash provided by operating activities of $313 million, cash used for capital expenditures of $137 million and $160 million of cash used for financing activities. Major capital projects completed in the year include paper machine upgrades at the Charleston and Longview mills and upgrades to certain corrugating machines.

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At December�31, 2014, the Company had approximately $237 million of working capital and $396 million of revolver borrowing capacity.

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Conclusion

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In summary, Stone commented, �Our balance sheet and cash flow generation are very strong, and we are well-poised and determined to continue to grow this company profitably.�

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Conference Call

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KapStone will host a conference call at 11�a.m. ET, Tuesday, February�10, 2015, to discuss the Company�s financial results for the 2014 fourth quarter. All interested parties are invited to listen and may do so by either accessing a simultaneous broadcast webcast on KapStone�s website, http://www.kapstonepaper.com, or for those unable to access the webcast, the following dial-in numbers are available:

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Domestic: �866.318.8616
International: �617.399.5135
Participant Passcode: �52085066

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A presentation to be viewed in conjunction with the call will also be available on our website, http://www.kapstonepaper.com, in the �Investors� section.

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Replay of the webcast will be available for 30 days on the Company�s website following the call.

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About the Company

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Headquartered in Northbrook,�IL, KapStone Paper and Packaging Corporation is the fifth largest producer of containerboard and corrugated packaging products and is the largest kraft paper producer in the United States. The Company is the parent company of KapStone Kraft Paper Corporation and KapStone Container Corporation which includes four paper mills and 21 converting plants, respectively, across the US. The business employs approximately 4,700 people.

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Non-GAAP Financial Measures

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This press release includes certain non-GAAP financial measures, including �EBITDA�, �Adjusted EBITDA�, �Adjusted Net Income�, and �Adjusted Diluted EPS� to measure our operating performance. Management uses these measures to focus on the on-going operations, and believes it is useful to investors because they enable them to perform meaningful comparisons of past and present operating results. The Company believes that EBITDA and Adjusted EBITDA provide useful information to investors because they improve the comparability of the financial results between periods and provide for greater transparency to key measures used to evaluate the performance and liquidity of the Company. Management uses EBITDA and Adjusted EBITDA for evaluating the Company�s performance against competitors and as a primary measure for employees� incentive programs. Reconciliations of Net Income to EBITDA, EBITDA to Adjusted EBITDA, Net Income to Adjusted Net Income, Basic EPS to Adjusted Basic EPS, and Diluted EPS to Adjusted Diluted EPS are included in the financial schedules contained in this press release. However, these measures should not be construed as an alternative to any other measure of performance determined in accordance with GAAP.

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Forward-Looking Statements

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Statements in this news release that are not historical are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements can often be identified by words such as �may,� �will,� �should,� �would,� �expect,� �project,� �anticipate,� �intend,� �plan,� �believe,� �estimate,� �potential,� �outlook,� or �continue,� the negative of these terms or other similar expressions. These statements reflect management�s current views and are subject to risks, uncertainties and assumptions, many of which are beyond the Company�s control that could cause actual results to differ materially from those expressed or implied in these statements. Factors that could cause actual results to differ materially include, but are not limited to: (1)�industry conditions, including changes in cost, competition, changes in the Company�s product mix and demand and pricing for the Company�s products; (2)�market and economic factors, including changes in raw material and healthcare costs, exchange rates and interest rates; (3)�results of legal proceedings and compliance costs, including unanticipated expenditures related to the cost of compliance with environmental and other governmental

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regulations; (4)�the ability to achieve and effectively manage growth; (5)�the ability to pay the Company�s debt obligations; (6)�the ability to carry out the Company�s strategic initiatives and manage associated costs and (7)�the integration of the Longview acquisition. Further information on these and other risks and uncertainties is provided under Item 1A �Risk Factors� in the Company�s Annual Report on Form�10-K for the year ended December�31, 2013 and elsewhere in reports that the Company files with the SEC. These filings can be found on KapStone�s Web site at http://www.kapstonepaper.com and the SEC�s Web site at www.sec.gov. Forward-looking statements included herein speak only as of the date hereof and the Company disclaims any obligation to revise or update such statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events or circumstances.

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KapStone Paper and Packaging Corporation

Consolidated Statements of Income

(In thousands, except share and per share amounts)

(preliminary and unaudited)

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KapStone Paper and Packaging Corporation

Consolidated Balance Sheets

(In thousands)

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KapStone Paper and Packaging Corporation

Consolidated Statements of Cash Flows

(In thousands)

(unaudited)

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Exhibit 99.2

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