Form 8-K KAPSTONE PAPER & PACKAGI For: Oct 29

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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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October�29, 2014

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 October�29, 2014, KapStone Paper and Packaging Corporation (�KapStone�) issued a press release announcing third quarter 2014 financial results. A copy of the press release is attached hereto as Exhibit�99.1. In addition, a copy of KapStone�s Third Quarter 2014 Financial Review which will be used for the conference call on October�30, 2014 is attached hereto as Exhibit�99.2.

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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 October�30, 2014, the management of KapStone will participate in a conference call discussing KapStone�s financial results for the quarter ended September�30, 2014.

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

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

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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 RECORD THIRD QUARTER RESULTS

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NORTHBROOK,�IL � October�29, 2014 � KapStone Paper and Packaging Corporation (NYSE: KS) today reported record results for the third quarter ended September�30, 2014. As compared to 2013�s third quarter, results for 2014�s third quarter are below:

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������������������ Net sales of $598 million up $59 million, or 11 percent

������������������ Net income of $54 million up $10 million, or 22 percent

������������������ Adjusted EBITDA of $132 million up $15 million, or 13 percent

������������������ Adjusted EBITDA margin of 22.0 percent, up from 21.7 percent

������������������ Diluted EPS of $0.56 up $0.10 per share, or 22 percent

������������������ Adjusted diluted EPS of $0.60 up $0.08 per share, or 15 percent

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Roger W. Stone, Chairman and Chief Executive Officer, stated, �KapStone continued the positive momentum from the second quarter of 2014 into the third quarter and achieved all-time record quarterly results.

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�Productivity gains resulting from improved operations and synergy benefits have increased KapStone�s EBITDA over the past year.� Our capital expenditures are delivering the expected results, and we continue to prudently invest in our operations.� During the third quarter, the $50 per ton Kraft paper price increase was fully implemented. At the end of the quarter, we implemented an accounts receivable securitization program which should reduce cash interest expense by $2 million over the next 12 months.�

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Third Quarter Operating Highlights

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Consolidated net sales of $598 million in the third quarter of 2014 increased by $59 million, or 11 percent compared to $539 million for the 2013 third quarter. The increase is primarily due to the Longview acquisition, which contributed $43 million of additional revenue. Higher sales volumes and prices for the legacy operations also contributed to the increase in revenues. The Company sold 715,000 tons of products during the third quarter of 2014 compared to 634,000 tons a year earlier. The Company�s average mill selling price of $689 per ton in the third quarter of 2014 increased by $7 per ton compared to the third quarter of 2013 primarily due to the impact of a $50 per ton kraft paper price increase announced in March�of 2014 which was fully realized by the end of September.

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Operating income of $94 million for the 2014 third quarter increased by $13 million, or 16 percent, compared to the 2013 third quarter. The improved financial performance primarily reflects benefits from significantly higher productivity improvements in mill operations, the Longview acquisition, higher prices and sales volumes partially offset by inflation on labor and input costs, the timing of annual maintenance outages and the cost associated with a voluntary separation plan.

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Interest expense, net, was $7 million for the third quarter of 2014, down $1 million from a year ago as a result of lower interest rates. As of September�30, 2014, the average interest rate on our borrowings was 1.83 percent which is 67 basis points, or $8 million on an annualized basis, lower than at December�31, 2013 due to a recently amended credit facility agreement that reduced the borrowing rates, improved debt to EBITDA ratio that improved our position on the interest rate pricing grid and the receivables securitization program.� Based on using the proceeds from the receivable securitization program to pay down our term loans, the Company wrote off $3.0 million of deferred debt issuance costs in the current quarter.

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The effective income tax rate for the 2014 third quarter was 33.9 percent compared to 37.9 percent for the 2013 third quarter.� The lower income tax rate reflects a benefit from additional R&D tax credits for prior years. The Company�s cash tax rate is forecasted at 35 percent for 2014.

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Cash Flow and Working Capital

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Cash and cash equivalents increased by $56 million in the quarter ended September�30, 2014, from June�30, 2014 to $106 million.� The Company generated $97 million of net cash from operating activities during the third quarter. At September�30, 2014 the debt leverage ratio was 2.65 times, down from 3.80 times at the time of the Longview acquisition. Capital expenditures in the third quarter were $39 million.

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At September�30, 2014, the Company had approximately $345 million of working capital and $395 million of revolver borrowing capacity.

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Conclusion

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In summary, Stone commented, �We continued our shift from integration to optimizing the enterprise during the third quarter. Our operating platform will continue to strengthen and provide improved results.�

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Conference Call

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KapStone will host a conference call at 11�a.m. ET, Thursday, October�30, 2014, to discuss the Company�s financial results for the 2014 third 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: �877-299-4454
International: 617-597-5447�
Participant Passcode: �84294908

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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 4,600 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

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interest rates; (3)�results of legal proceedings and compliance costs, including unanticipated expenditures related to the cost of compliance with environmental and other governmental 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)

(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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