8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

February 8, 2017

Date of Report (Date of earliest event reported)

KapStone Paper and Packaging Corporation

(Exact Name of Registrant as Specified in its Charter)

Delaware	001-33494	20-2699372
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1101 Skokie Boulevard, Suite 300
Northbrook, Illinois 60062

(Address of principal executive offices)

(847) 239-8800

(Registrant’s telephone number, including area code)

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:

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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

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

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

Item 2.02              Results of Operations and Financial Condition.

On February 8, 2017, KapStone Paper and Packaging Corporation (“KapStone”) issued a press release announcing fourth quarter and full year 2016 financial results. A copy of the press release is attached hereto as Exhibit 99.1. In addition, a copy of KapStone’s 2016 Fourth Quarter and Full Year Financial Review slides which will be used for the conference call on February 9, 2017 is attached hereto as Exhibit 99.2.

Item 7.01              Regulation FD Disclosure

On February 9, 2017, the management of KapStone will participate in a conference call discussing KapStone’s financial results for the quarter and year ended December 31, 2016. A copy of a presentation entitled “2016 Fourth Quarter and Full Year Financial Review” to be used in the conference call is attached as Exhibit 99.2 to this report.

Item 9.01              Financial Statements and Exhibits

(d)           Exhibits

The following exhibits are being furnished herewith.  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 the exhibits 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.

Exhibit No.	Description
Exhibit 99.1	Press release dated February 8, 2017, announcing fourth quarter and full year 2016 financial results
Exhibit 99.2	2016 Fourth Quarter and Full Year Financial Review slides of KapStone Paper and Packaging Corporation, dated February 8, 2017

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SIGNATURE

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.

Date:  February 8, 2017
	KAPSTONE PAPER AND PACKAGING CORPORATION
	By:	/s/ Andrea K. Tarbox
	Name:	Andrea K. Tarbox
	Title:	Executive Vice President and Chief Financial Officer

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EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

FOR FURTHER INFORMATION:

Andrea K. Tarbox                                                                                               Wednesday, February 8, 2017

Executive Vice President and Chief Financial Officer

847.239.8812

KAPSTONE REPORTS

FOURTH QUARTER AND FULL YEAR RESULTS

NORTHBROOK, IL — February 8, 2017 — KapStone Paper and Packaging Corporation (NYSE:KS) today reported preliminary results for the fourth quarter and year ended December 31, 2016.

As compared to 2015’s fourth quarter, results for 2016’s fourth quarter:

·Net sales of $777 million, up $13 million, or 2 percent

·Net income of $18 million, up $7 million, or 55 percent

·Diluted EPS of $0.19, up $0.07 per share, or 58 percent

Non U.S. GAAP financial measures for 2016’s fourth quarter as compared to 2015’s fourth quarter:

·Adjusted EBITDA of $92 million, up $10 million, or 13 percent

·Adjusted net income of $23 million, up $7 million, or 43 percent

·Adjusted diluted EPS of $0.24, up $0.07 per share, or 41 percent

As compared to the year ended December 31, 2015, results for the year ended December 31, 2016:

·Net sales of $3,077 million, up $288 million, or 10 percent

·Net income of $86 million, down $20 million, or 19 percent

·Diluted EPS of $0.88 down, $0.21 per share, or 19 percent

Non U.S. GAAP financial measures for the year ended December 31, 2016 as compared to 2015’s year:

·Adjusted EBITDA of $384 million, down $20 million, or 5 percent

·Adjusted net income of $107 million, down $30 million, or 22 percent

·Adjusted diluted EPS of $1.10, down $0.31 per share, or 22 percent

Matthew Kaplan, President and Chief Executive Officer, stated, “During 2016, we made substantial progress in our initiatives to improve productivity and reduce costs.  These efforts helped to mitigate the negative impact of eroding pricing and a less favorable product mix.

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“We’ve made good progress towards our goal to increase integration.  We achieved our goals at Victory while making several investments / acquisitions, the most recent being the purchase of Associated Packaging, Inc. on February 1, 2017, that will further increase integration levels.

“Operating cash flow continues to be strong as we generated $282 million during 2016, up $20 million compared to 2015.”

Randy Nebel, recently appointed Executive Vice President of KapStone’s Integrated Packaging System, stated,  “2016 operating performance reflected a record production year for the Company’s Longview and Roanoke Rapids mills, while progress continues on improving reliability and quality at our other mills. In addition, with the recent capital investments made at corrugated products plants, we expect that efficiency will be improved in 2017. In addition, in the fourth quarter we implemented a $40 per ton containerboard price increase and began raising prices for corrugated products.  Also, demand was stronger in a quarter when we normally see lower volumes.  Our results were negatively impacted by the impact of Hurricane Matthew which reduced pre-tax earnings by about $6 million.”

Fourth Quarter Operating Highlights

Consolidated net sales of $777 million in the fourth quarter of 2016 were $13 million higher than 2015, reflecting  higher volumes in the paper and packaging segment as 724,000 tons of paper were shipped during the fourth quarter of 2016 compared to 658,000 tons a year earlier. The Company’s average mill selling price of $617 per ton in the fourth quarter of 2016 was lower by $29 per ton compared to the fourth quarter of 2015 due to the combined impact of lower export and domestic containerboard selling prices and lower export kraft paper prices.  Average mill selling prices decreased $9 per ton from the third quarter of 2016, reflecting seasonal mix, partially offset by the impact from the October $40 per ton containerboard price increase. Distribution segment sales declined by $5 million due to lower volume and prices when compared to the fourth quarter of 2015.

Operating income of $38 million for the 2016 fourth quarter increased by $9 million, or 30 percent, compared to the 2015 fourth quarter. Financial performance in the current quarter improved mainly due to higher sales volumes, lower planned maintenance costs, lower compensation and benefit costs and a reduction in the fair value of the contingent consideration for the Victory Packaging acquisition. These factors were partially offset by lower selling prices, the impact of Hurricane Matthew and a non-cash charge for withdrawing from a multiemployer pension plan.

Interest expense was $10 million for the fourth quarter of 2016, up $1 million from a year ago, as a result of higher interest rates. At December 31, 2016, the average interest rate on our debt was 2.1 percent compared to 2.0 percent at the end of 2015.

The effective income tax rate for the fourth quarter of 2016 was 32.6 percent compared to 34.6 percent for the fourth quarter of 2015.

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Full Year Operating Highlights

Consolidated net sales for the year ended December 31, 2016, were $3,077 million, an increase of 10 percent, compared to 2015 sales of $2,789 million.  The increase was due to twelve months of Victory Packaging results in 2016 compared to seven months in 2015, partially offset by lower selling prices and a less favorable product mix.

Operating income of $171 million for the year ended December 31, 2016 was lower than 2015’s $199 million by 14%.  The decrease was due to lower selling prices, a less favorable product mix, higher depreciation charges, the impact of Hurricane Matthew and a non-cash charge for withdrawing from a multiemployer pension plan. These factors were partially offset by twelve months of operating results for Victory Packaging and related synergies with KapStone’s mill and plant system, the cost associated with the 2015 Longview mill work stoppage, lower incentive compensation due to lower earnings and lower benefit costs.

Interest expense for the year ended December 31, 2016 was $40 million, up $6 million from a year ago, mainly due to the full-year effect of borrowings relating to the Victory Packaging acquisition. Also, interest rates were higher in 2016 compared to 2015. The average interest rate was about 2.1 percent for 2016 compared to 1.9 percent for 2015.  Loss on debt extinguishment totaled $0.7 million in 2016 compared to $1.2 million in 2015, reflecting lower voluntary debt prepayments in 2016.

The effective income tax rate for the year ended December 31, 2016 was 32.7 percent compared to 34.2 percent for 2015.

Cash Flow and Working Capital

Cash and cash equivalents increased by $20 million during the current quarter to $29 million at December 31, 2016. The Company generated $70 million of net cash from operating activities during the fourth quarter of 2016. Capital expenditures in the fourth quarter were $28 million. The Company paid $10 million of dividends and reduced borrowings by $11 million in the fourth quarter of 2016.

Cash and cash equivalents increased by $23 million during 2016 compared to December 31, 2015, reflecting cash provided by operating activities of $282 million, cash used for capital expenditures of $127 million and $27 million of strategic investments mainly to increase mill integration. Cash used by financing activities totaled $108 million reflecting $39 million of cash dividends paid to shareholders and a $65 million debt prepayment.

At December 31, 2016, the Company had approximately $428 million of working capital and $483 million of revolver borrowing capacity.

Conclusion

In summary, Kaplan commented, “Our selling prices are increasing and we are generating more cash flow.   We have implemented the October containerboard price increase based on contractual agreements.  We anticipate improved performance in 2017.”

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Conference Call

KapStone will host a conference call at 11 a.m. ET, Thursday, February 9, 2017, to discuss the Company’s financial results for the 2016 fourth quarter and full year. 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:

Domestic:    888-608-7946
International:    484-747-6633
Participant Passcode:   52791124

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.

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

About the Company

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 has four paper mills, 24 converting plants and 60 distribution centers. The business has approximately 6,400 employees.

Non-GAAP Financial Measures

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 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, 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.

Forward-Looking Statements

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

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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; (2) market and economic factors; (3) results of legal proceedings and compliance costs; (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; (7) managing labor relations and (8) realizing the synergies and benefits of strategic investments. Further information on these and other risks and uncertainties is provided under Part I, Item 1A “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2015 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)

	Quarter Ended December 31,						Year Ended December 31,
	2016			2015			2016			2015
Net sales	$	777,495		$	764,238		$	3,077,257		$	2,789,345
Cost and expenses:
Cost of sales, excluding depreciation and amortization	563,953			560,743			2,214,872			1,982,686
Depreciation and amortization	46,685			47,562			182,213			162,179
Freight and distribution expenses	71,236			66,528			279,023			234,469
Selling, general and administrative expenses	51,720			60,592			224,127			210,844
Multiemployer pension plan withdrawal expense	6,376			—			6,376			—
Operating income	37,525			28,813			170,646			199,167
Foreign exchange loss	737			852			2,255			2,556
Equity method investments income	(548		)	—			(548		)	—
Loss on debt extinguishment	—			590			679			1,218
Interest expense, net	10,113			9,303			40,078			33,759
Income before provision for income taxes	27,223			18,068			128,182			161,634
Provision for income taxes	8,885			6,244			41,930			55,248
Net income	$	18,338		$	11,824		$	86,252		$	106,386
Net income per share:
Basic	$	0.19		$	0.12		$	0.89		$	1.11
Diluted	$	0.19		$	0.12		$	0.88		$	1.09
Weighted-average number of shares outstanding:
Basic	96,633,431			96,321,138			96,533,368			96,257,749
Diluted	98,257,232			97,663,564			97,777,066			97,635,539
Effective income tax rate	32.6		%	34.6		%	32.7		%	34.2		%

Supplemental Information

GAAP to Non-GAAP Reconciliations

($ in thousands, except share and per share amounts)

(unaudited)

	Quarter Ended December 31,						Year Ended December 31,
	2016			2015			2016			2015
Net Income (GAAP) to EBITDA (Non-GAAP) to Adjusted EBITDA (Non-GAAP):
Net income (GAAP)	$	18,338		$	11,824		$	86,252		$	106,386
Interest expense, net	10,113			9,303			40,078			33,759
Provision for income taxes	8,885			6,244			41,930			55,248
Depreciation and amortization	46,685			47,562			182,213			162,179
EBITDA (Non-GAAP)	$	84,021		$	74,933		$	350,473		$	357,572
Victory Packaging inventory step-up expense	—			—			—			5,800
Acquisition, casualty, impairment and other expenses	2,123			1,989			8,608			6,082
Change in fair value of contingent consideration liability	(2,979		)	1,647			1,600			3,700
Severance expenses	533			102			7,560			5,076
Longview work stoppage	—			673			—			15,137
Loss on debt extinguishment	—			590			679			1,218
Multiemployer pension plan withdrawal expense	6,376			—			6,376			—
Stock-based compensation expense	1,750			1,713			8,938			9,835
Accumulated EBITDA adjustments	7,803			6,714			33,761			46,848
Adjusted EBITDA (Non-GAAP)	$	91,824		$	81,647		$	384,234		$	404,420
Net Income (GAAP) to Adjusted Net Income (Non-GAAP):
Net income (GAAP)	$	18,338		$	11,824		$	86,252		$	106,386
Accumulated EBITDA adjustments	7,803			6,714			33,761			46,848
Accumulated tax adjustments*	(2,926		)	(2,323		)	(12,660		)	(15,806		)
Adjusted Net Income (Non-GAAP)	$	23,215		$	16,215		$	107,353		$	137,424
Diluted EPS (GAAP) to Adjusted Diluted EPS (Non-GAAP):
Diluted earnings per share (GAAP)	$	0.19		$	0.12		$	0.88		$	1.09
Accumulated EBITDA adjustments	0.08			0.07			0.35			0.48
Accumulated tax adjustments	(0.03		)	(0.02		)	(0.13		)	(0.16		)
Adjusted Diluted EPS (Non-GAAP)	$	0.24		$	0.17		$	1.10		$	1.41

* Accumulated tax adjustments in 2016 reflect Accumulated EBITDA adjustments tax affected at 37.5 percent, the Company’s marginal income tax rate.

* Accumulated tax adjustments in 2015 reflect Accumulated EBITDA adjustments tax affected at 34.6 percent and 33.7 percent, respectively.

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KapStone Paper and Packaging Corporation

Consolidated Balance Sheets

(In thousands)

	December 31,			December 31,
	2016			2015
	(Preliminary and Unaudited)
Assets
Current assets:
Cash and cash equivalents	$	29,385		$	6,821
Trade accounts receivable, net of allowances	392,962			363,869
Other receivables	13,562			18,732
Inventories	322,664			335,903
Prepaid expenses and other current assets	10,247			28,932
Total current assets	768,820			754,257
Plant, property and equipment, net	1,441,557			1,406,146
Other assets	25,468			12,532
Intangible assets, net	314,413			344,583
Goodwill	705,617			704,592
Total assets	$	3,255,875		$	3,222,110
Liabilities and Stockholders’ Equity
Current liabilities:
Short-term borrowings	$	—		$	6,400
Dividend payable	10,052			9,862
Accounts payable	189,350			196,491
Accrued expenses	76,480			73,138
Accrued compensation costs	48,840			64,149
Accrued income taxes	15,971			15
Total current liabilities	340,693			350,055
Long-term debt, net of current portion	1,485,323			1,543,748
Pension and post-retirement benefits	34,207			40,510
Deferred income taxes	405,561			418,479
Other liabilities	85,761			24,038
Total other liabilities	2,010,852			2,026,775
Stockholders’ equity:
Common stock $0.0001 par value	10			10
Additional paid-in capital	275,970			266,220
Retained earnings	689,668			642,306
Accumulated other comprehensive loss	(61,318		)	(63,256		)
Total stockholders’ equity	904,330			845,280
Total liabilities and stockholders’ equity	$	3,255,875		$	3,222,110

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KapStone Paper and Packaging Corporation

Consolidated Statement of Cash Flows

(In thousands)

(Preliminary and Unaudited)

	Quarter Ended December 31,						Year Ended December 31,
	2016			2015			2016			2015
Operating activities:
Net income	$	18,338		$	11,824		$	86,252		$	106,386
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation of plant and equipment	39,175			38,876			149,318			136,886
Amortization of intangible assets	7,510			8,686			32,895			25,293
Stock-based compensation expense	1,750			1,713			8,938			9,835
Pension and postretirement	(2,106		)	(2,803		)	(3,694		)	(11,182		)
Excess tax benefit from stock-based compensation	57			(131		)	207			(1,649		)
Amortization of debt issuance costs	1,179			1,182			4,804			5,546
Loss on disposal of fixed assets	443			946			3,599			951
Loss on debt extinguishment	—			590			679			1,218
Inventory step-up expense	—			—			—			5,800
Deferred income taxes	(14,660		)	4,601			(14,440		)	11,042
Change in fair value of contingent consideration liability	(2,979		)	1,647			1,600			3,700
Equity method investments income	(548		)	—			(548		)	—
Multiemployer pension plan withdrawal expense	6,376			—			6,376			—
Changes in operating assets and liabilities	14,998			18,678			5,934			(31,369		)
Net cash provided by operating activities	$	69,533		$	85,809		$	281,920		$	262,457
Investing activities:
Equity method investments	(57		)	—			(11,807		)	—
Purchase of intangible assets	(500		)	—			(2,525		)	—
Acquisitions, net of cash acquired	—			—			(15,438		)	(617,046		)
Capital expenditures	(27,619		)	(31,861		)	(126,865		)	(126,756		)
Proceeds from the sales of assets	—			—			4,881			—
Net cash used in investing activities	$	(28,176	)	$	(31,861	)	$	(151,754	)	$	(743,802	)
Financing activities:
Proceeds from revolving credit facility	97,800			$	81,800		$	451,000		$	350,000
Repayments on revolving credit facility	(109,300		)	(77,400		)	(457,400		)	(343,600		)
Proceeds from receivables credit facility	6,445			21,740			43,001			134,701
Repayments on receivables credit facility	(6,675		)	(17,639		)	(39,342		)	(36,088		)
Proceeds from long-term debt	—			—			—			519,763
Repayments on long-term debt	—			(51,750		)	(64,687		)	(116,438		)
Payment of loan amendment costs and debt issuance fees	—			—			(2,250		)	(10,790		)
Proceeds from other current borrowings	—			—			—			6,615
Payment from other current borrowings	—			(2,214		)	—			(6,615		)
Cash dividends paid	(9,735		)	(9,631		)	(38,736		)	(38,729		)
Payment of withholding taxes on vested stock awards	31			(48		)	(810		)	(2,508		)
Proceeds from exercises of stock options	70			118			858			896
Proceeds from issuance of shares to ESPP	—			(1		)	971			843
Excess tax benefit from stock-based compensation	(57		)	131			(207		)	1,649
Net cash provided (used in) / provided by financing activities	$	(21,421	)	$	(54,894	)	$	(107,602	)	$	459,699
Net increase in cash and cash equivalents	19,936			(946		)	22,564			(21,646		)
Cash and cash equivalents-beginning of period	9,449			7,767			6,821			28,467
Cash and cash equivalents-end of period	$	29,385		$	6,821		$	29,385		$	6,821

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KapStone Paper and Packaging Corporation

Operating Segment Information

(In thousands)

(Preliminary and Unaudited)

	Net Sales								Segment Operating			Depreciation				Total Assets
Three Months Ended December 31, 2016	Trade		Inter- segment			Total			Income (Loss)			and Amortization		Capital Expenditures		at December 31, 2016
Paper and Packaging	$	541,047	$	16,422		$	557,469		$	36,103		$	38,716	$	24,502	$	2,541,634
Distribution	236,448		—			236,448			7,349			5,869		415		658,208
Corporate	—		—			—			(5,927		)	2,100		2,702		56,033
Intersegment eliminations	—		(16,422		)	(16,422		)	—			—		—		—
	$	777,495	$	—		$	777,495		$	37,525		$	46,685	$	27,619	$	3,255,875

	Net Sales								Segment Operating			Depreciation				Total Assets
Three Months Ended December 31, 2015	Trade		Inter- segment			Total			Income (Loss)			and Amortization		Capital Expenditures		at December 31, 2015
Paper and Packaging	$	522,815	$	13,864		$	536,679		$	33,691		$	40,640	$	26,627	$	2,489,683
Distribution	241,423		—			241,423			7,860			5,641		1,664		675,204
Corporate	—		—			—			(12,738		)	1,281		3,570		57,223
Intersegment eliminations	—		(13,864		)	(13,864		)	—			—		—		—
	$	764,238	$	—		$	764,238		$	28,813		$	47,562	$	31,861	$	3,222,110

	Net Sales								Segment Operating			Depreciation		Capital
Year Ended December 31, 2016	Trade		Inter- segment			Total			Income (Loss)			and Amortization		Expenditures
Paper and Packaging	$	2,127,220	$	72,089		$	2,199,309		$	181,157		$	151,506	$	116,022
Distribution	950,037		—			950,037			29,296			23,027		4,349
Corporate	—		—			—			(39,807		)	7,680		6,494
Intersegment eliminations	—		(72,089		)	(72,089		)	—			—		—
	$	3,077,257	$	—		$	3,077,257		$	170,646		$	182,213	$	126,865

	Net Sales								Segment Operating			Depreciation
Year Ended December 31, 2015	Trade		Inter- segment			Total			Income (Loss)			and Amortization		Capital Expenditures
Paper and Packaging	$	2,206,396	$	22,280		$	2,228,676		$	224,012		$	145,363	$	108,599
Distribution (a)	582,949		—			582,949			20,719			13,108		3,190
Corporate	—		—			—			(45,564		)	3,708		14,967
Intersegment eliminations	—		(22,280		)	(22,280		)	—			—		—
	$	2,789,345	$	—		$	2,789,345		$	199,167		$	162,179	$	126,756

(a) Reflects results of Victory Packaging which KapStone acquired on June 1, 2015

9

KapStone Paper and Packaging Corporation

Operating Segment EBITDA and Adjusted EBITDA

(In thousands)

(Preliminary and Unaudited)

	Quarter Ended December 31,						Year Ended December 31,
Paper and Packaging	2016			2015			2016			2015
Segment operating income	$	36,103		$	33,691		$	181,157		$	224,012
Equity method investments income	548			—			548			—
Foreign exchange loss	(479		)	(466		)	(461		)	(1,168		)
Depreciation and amortization	38,716			40,640			151,506			145,363
EBITDA	74,888			73,865			332,750			368,207
Victory Packaging inventory step-up expense	—			—			—			—
Acquisition, casualty, impairment and other expenses	(550		)	423			2,979			1,450
Longview work stoppage	—			673			—			15,137
Multiemployer pension plan withdrawal expense	6,376			—			6,376			—
Severance expenses	(448		)	37			5,550			4,908
Adjusted EBITDA	$	80,266		$	74,998		$	347,655		$	389,702
Adjusted EBITDA margin	14.8		%	14.3		%	16.3		%	17.7		%

	Quarter Ended December 31,						Year Ended December 31,
Distribution	2016			2015			2016			2015
Segment operating income	$	7,349		$	7,860		$	29,296		$	20,719
Foreign exchange loss	(258		)	(386		)	(1,794		)	(1,388		)
Depreciation and amortization	5,869			5,641			23,027			13,108
EBITDA	12,960			13,115			50,529			32,439
Victory Packaging inventory step-up expense	—			—			—			5,800
Acquisition, casualty, impairment and other expenses	2,126			620			3,780			620
Severance expenses	981			65			1,614			168
Adjusted EBITDA	$	16,067		$	13,800		$	55,923		$	39,027
Adjusted EBITDA margin	6.8		%	5.7		%	5.9		%	6.7		%

	Quarter Ended December 31,						Year Ended December 31,
Corporate	2016			2015			2016			2015
Segment operating (loss)	$	(5,927	)	$	(12,738	)	$	(39,807	)	$	(45,564	)
Loss on debt extinguishment	—			(590		)	(679		)	(1,218		)
Depreciation and amortization	2,100			1,281			7,680			3,708
EBITDA	(3,827		)	(12,047		)	(32,806		)	(43,074		)
Victory Packaging inventory step-up expense	—			—			—			—
Acquisition, casualty, impairment and other expenses	547			946			1,849			4,012
Change in fair value of contingent consideration liability	(2,979		)	1,647			1,600			3,700
Severance expenses	—			—			396			—
Stock-based compensation	1,750			1,713			8,938			9,835
Loss on debt extinguishment	—			590			679			1,218
Adjusted EBITDA	$	(4,509	)	$	(7,151	)	$	(19,344	)	$	(24,309	)

	Quarter Ended December 31,						Year Ended December 31,
Consolidated	2016			2015			2016			2015
Operating income	$	37,525		$	28,813		$	170,646		$	199,167
Loss on debt extinguishment	—			(590		)	(679		)	(1,218		)
Foreign exchange loss	(737		)	(852		)	(2,255		)	(2,556		)
Equity method investments income	548			—			548			—
Depreciation and amortization	46,685			47,562			182,213			162,179
EBITDA	84,021			74,933			350,473			357,572
Victory Packaging inventory step-up expense	—			—			—			5,800
Acquisition, casualty, impairment and other expenses	2,123			1,989			8,608			6,082
Longview work stoppage	—			673			—			15,137
Severance expenses	533			102			7,560			5,076
Change in fair value of contingent consideration liability	(2,979		)	1,647			1,600			3,700
Stock-based compensation	1,750			1,713			8,938			9,835
Multiemployer pension plan withdrawal expense	6,376			—			6,376			—
Loss on debt extinguishment	—			590			679			1,218
Adjusted EBITDA	$	91,824		$	81,647		$	384,234		$	404,420

10

EX-99.2

Exhibit 99.2

2016 Fourth Quarter and Full Year Financial Review February 8, 2017 Matt Kaplan, President and Chief Executive Officer Randy Nebel, Executive Vice President of Integrated Packaging Andrea K. Tarbox, Executive Vice President and CFO

Forward-looking Statements The information in this presentation and statements made during this presentation may contain certain forward-looking statements within the meaning of federal securities laws. These statements reflect management’s expectations regarding future events and operating performance. Risk Factors These forward-looking statements involve a number of risks and uncertainties. A list of the factors that could cause actual results to differ materially from those expressed in, or underlying, any forward-looking statements can be found in the Company’s filings with the Securities and Exchange Commission, such as its annual and quarterly reports. The Company disclaims any obligation to revise or update such statements to reflect the occurrence of events after the date of this presentation. Non-GAAP Financial Measures This presentation refers to non-U.S. GAAP financial information. A reconciliation of non-U.S. GAAP to U.S. GAAP financial measures is available at the end of the press release and on the company’s website at KapStonepaper.com under Investors. Forward-Looking Statements 2

Full Year Financial Results (1) Percentage change calculations made using unrounded source financials (2) Excludes non-cash stock compensation and changes in contingent consideration, and acquisition, integration, severance expenses, multiemployer pension plan withdrawal expense and other charges. Net of accumulated tax adjustments for Adjusted Net Income (3) Includes amortization of purchase accounting intangibles, net of tax, of $21 million in 2016 and $16 million in 2015 (4) Includes amortization of purchase accounting intangibles, net of tax, of $0.21 per share in 2016 and $0.16 in 2015 3 ($ in Millions, except per share) 2016 2015 Inc/(Dec)(1) Inc/(Dec)(1) Net Sales $3,077 $2,789 $288 10% EBITDA $350 $358 ($8) (2%) Adj. EBITDA(2) $384 $404 ($20) (5%) Net Income(3) $86 $106 ($20) (19%) Adj. Net Income(2) $107 $137 ($30) (22%) Diluted EPS(4) $0.88 $1.09 ($0.21) (19%) Adj. Diluted EPS(4) $1.10 $1.41 ($0.31) (22%)

2016 Compared to 2015 $2,789 Acquisition reflects twelve months of Victory Packaging results in 2016 compared to seven months in 2015 Price/mix was unfavorably impacted by: Average mill selling prices down $44 per ton reflecting lower prices of $59 million due to lower domestic and export containerboard prices, lower prices for export kraft paper, and a less favorable product mix of $26 million due to lower specialty paper volume and higher export containerboard shipments Lower corrugated products selling prices due to a less favorable product mix and competitive pressures, $15 million Sales volume up 88,000 tons in Paper and Packaging segment, offset by lower sales in Distribution segment Other sales reflects elimination of Paper and Packaging segment sales to the Distribution segment Deflation of $5 million due to lower fiber and fuel costs, partially offset by higher OCC, salaries and wages Productivity and cost savings includes $14 million due to higher mill production, $13 million of lower costs for management incentives and $14 million of benefit curtailments, synergies related to the Victory Packaging acquisition and less market downtime, partially offset by $6 million of costs for Q4 2016 Hurricane Matthew and $6 million of lower pension income 4 $ in Millions $ in Millions Productivity Gains More than Offset by Price/Mix Declines Net Sales $367$100$71$50$3,077 Adjusted EBITDA $404$17$100$53$384 $5$5

Fourth Quarter Financial Results (1) Percentage change calculations made using unrounded source financials (2) Excludes non-cash stock compensation and changes in contingent consideration, and acquisition, integration, severance expenses, multiemployer pension plan withdrawal expense and other charges. Net of accumulated tax adjustments for Adjusted Net Income (3) Includes amortization of purchase accounting intangibles net of tax of $5 million in Q4 2016 , $6 million in Q4 2015, and $5 million in Q3 2016 (4) Includes amortization of purchase accounting intangibles net of tax of $0.05 per share in Q4 2016, $0.06 in Q4 2015, and $0.05 in Q3 2016 5 ($ in Millions, except per share) Q4 2016 Q4 2015 Inc/(Dec)(1) Q3 2016 Inc/(Dec)(1) Net Sales $777 $764 2% $777 --% EBITDA $84 $75 12% $99 (15%) Adj. EBITDA(2) $92 $82 13% $108 (15%) Net Income(3) $18 $12 55% $31 (41%) Adj. Net Income(2) $23 $16 43% $37 (37%) Diluted EPS(4) $0.19 $0.12 58% $0.32 (41%) Adj. Diluted EPS(4) $0.24 $0.17 41% $0.37 (35%)

Q4 2016 Compared to Q4 2015 $82 $19 $6 $7 Price/mix was unfavorably impacted by: Lower average mill selling prices, down $29 per ton reflecting: o Lower prices of $11 million due to Q1 2016 index driven lower domestic containerboard prices and lower prices for export containerboard and domestic and export kraft paper, partially offset by the October 2016 containerboard price increase o Less favorable product mix of $4 million reflecting lower Durasorb shipments Lower corrugated products selling prices due to a less favorable mix and competitive pressures, $4 million Sales volume up 66,000 tons in Paper and Packaging segment, offset by $5 million of lower sales in Distribution segment Productivity and cost savings include 29,000 tons of higher mill production, lower costs for management incentives and benefit curtailments and less market downtime 6 $ in Millions $ in Millions Productivity and Lower Outage Costs offset by Price Leads to Earnings Gain Net Sales $764$19$32$777 Adjusted EBITDA $18$92 $10

Strong Cash Flows In 2016, operating cash flow increased $20 million YOY primarily due to a reduction in inventories and timing of tax payments Company invested $27 million for new integration opportunities 2016 CAPEX of $127 million included approximately $40 million for strategic, value-adding projects Net debt at December 31, 2016 - $1,474 million In 2016, $65 million voluntary prepayment No mandatory principal payments due until Q1 2019 Debt to EBITDA leverage ratio (per credit agreement) 3.82 times – December 31, 2016 3.98 times – September 30, 2016 3.60 times – December 31, 2015 No pension plan funding required in 2016 7 Operating Cash Flows Trend $282 $262 20162015

Quarterly Key Performance Indicators 8 (1)Containerboard includes all domestic and export sales of linerboard and medium (2)Specialty paper includes Kraft paper, Durasorb, Kraftpak and roll pulp Sales and Production Average Mill Revenue per Ton $617$626$646 4Q 163Q 164Q 15 Tons Produced (000) 685700 4Q 163Q 164Q 15 Mill External Shipments (000) 504469 4Q 163Q 164Q 15 Paper and Packaging Product Mix (000 Tons) Containerboard and Corrugated Products(1) 465451 Specialty Paper(2) 259249250 4Q 163Q 164Q 15 4Q 163Q 164Q 15

Operations Highlights Distribution Segment 9 erformance has been consistent with expectations for profitability, cash flow and integration et sales of $236 million for Q4 2016 were $5 million lower than prior year ower selling prices due to the pass through of the January 2016 containerboard price reduction ower sales volume, down about 1 percent, but expect 2017 growth to resume djusted EBITDA of $16 million for Q4 2016 was $2 million higher than prior year 4 million benefit from lower corrugated products costs artially offset by lower prices and volume xpect future opportunities to internalize Victory outside purchases

Integration Strategies 10 On February 1, 2017 we announced the acquisition of Associated Packaging Incorporated (API) Produces approximately 10,000 tons per year of corrugated boxes Strong management team will stay on with KapStone Strategically based in Greer, South Carolina near the Cowpens mill Well-equipped sheet plant Significant growth opportunities Lucrative fulfillment business Expect to increase throughput with Victory and strategic account relationships Increases KapStone’s integration by 17 thousand tons within 18 months

Integration Strategy 17 Previous 2016 initiatives announced should provide approximately 85,000 tons of additional integration by mid 2018 Our previously stated goal of integrating an additional 100,000 to 150,000 tons on an annualized basis by mid 2018 will be achieved with these initiatives 11 Annual Volume - Tons Integration from Recent Strategic Investments 115 60 48325 85 2019 Outlook Over 2013 Base Pre 2016

Market Update 12 Strong operating rates Inventories have declined significantly Improved box demand Rising OCC prices Record export shipments

Appendix 13

Key Assumptions for 2017 14 Realization of $40 per ton containerboard and corrugated products price increase should be mostly completed by end of Q1 Q1 benefit of $8 to $9 million versus Q4 2016 Annualized benefit should be $60 to $70 million oPartially offset by 2016 price reductions and timing of price increase implementation Improved mix due to lower reliance on export containerboard volume Average fiber costs higher due to higher OCC Q1 2017 versus Q4 2016 - $6 million Full year 2017 - $21 million Annualized cost savings of $10 million from new wood yards at Charleston and Roanoke Rapids beginning in late Q2 2017 Normal inflation for wage and salary increases, and higher payroll taxes in beginning of year Restoration of certain salaried benefits curtailed in 2016 Q1 2017 versus Q4 2016 - $4 million Full year 2017 - $14 million CAPEX Q1 2017 - $30 million Full year 2017 - $136 million No pension plan funding required Higher interest expense Effective income tax rate of 34 percent. Cash income tax rate of 39 percent

Maintenance Outage Expense & Production Impact *The 26,100 ton impact includes 7,800 tons for the tri-annual cold mill outage at Charleston and 13,000 tons at Roanoke Rapids ** The 10,800 ton impact is mainly due to machine upgrades at Longview 15 Financial Impact ($ in millions) Q1 Q2 Q3 Q4 Year 2015 Actual $ 8.6 $11.1 $4.4 $ 13.3 $ 37.4 2016 Actual $6.6 $19.0 $3.8 $3.2 $ 32.6 2017 Plan $6.5 $23.3 $3.1 $11.2 $ 44.1 Lost Production Impact (Tons) Q1 Q2 Q3 Q4 Year 2015 Actual 2,000 10,400 2,400 16,900 31,700 2016 Actual 4,800 12,900 1,900 5,300 24,900 2017 Plan 7,100 26,100* 2,500 10,800** 46,500

Annual Key Performance Indicators 1,857 (1)Containerboard includes all domestic and export sales of linerboard and medium (2)Specialty paper includes Kraft paper, Durasorb, Kraftpak and roll pulp 16 Sales and Production Average Mill Revenue per Ton $667$684 201620152014 Tons Produced (000) 2,7442,6792,715 201620152014 Mill External Shipments (000) 1,9351,936 201620152014 Paper and Packaging Product Mix (000 Tons) Containerboard and Corrugated Products(1) 1,7961,7141,765 Specialty Paper(2) 1,0241,0181,031 201620152014 201620152014

Q4 2016 Compared to Q3 2016 $5 $92 Average mill selling prices decrease $9 per ton reflecting: Less favorable product mix due to seasonally higher exports and lower Durasorb volume, $6 million Partial realization of $40 per ton October containerboard price increase, $2 million Corrugated products price/mix reflects less favorable mix, partially offset by partial realization of October price increase, $2 million Sales volume reflects Paper and Packaging segment up 24,000 tons. Distribution segment down $7 million Hurricane reflects costs for Hurricane Matthew at the Charleston mill Productivity reflects 15,000 tons of lower mill production and higher plant operating costs 17 $ in Millions $ in Millions Seasonality and Hurricane Drive Lower Results Net Sales $777$4$2$2$777 Adjusted EBITDA $108$6$1$6