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

July 27, 2016

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 2.02Results of Operations and Financial Condition.

On July 27, 2016, KapStone Paper and Packaging Corporation (“KapStone”) issued a press release announcing second quarter 2016 financial results. A copy of the press release is attached hereto as Exhibit 99.1. In addition, a copy of KapStone’s 2016 Second Quarter Financial Review slides which will be used for the conference call on July 28, 2016 is attached hereto as Exhibit 99.2.

Item 7.01Regulation FD Disclosure

On July 28, 2016, the management of KapStone will participate in a conference call discussing KapStone’s financial results for the quarter ended June 30, 2016. A copy of a presentation entitled “2016 Second Quarter Financial Review” to be used in the conference call is attached as Exhibit 99.2 to this report.

Item 9.01Financial 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 July 27, 2016, announcing second quarter 2016 financial results
Exhibit 99.2	2016 Second Quarter Financial Review slides of KapStone Paper and Packaging Corporation, dated July 27, 2016

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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:  July 27, 2016
	KAPSTONE PAPER AND PACKAGING CORPORATION
	By:	/s/ Andrea K. Tarbox
	Name:	Andrea K. Tarbox
	Title:	Vice President and Chief Financial Officer

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EX-99.1

Exhibit 99.1

FOR FURTHER INFORMATION:	FOR IMMEDIATE RELEASE
Andrea K. Tarbox	Wednesday, July 27, 2016
Vice President and Chief Financial Officer
847.239.8812

KAPSTONE REPORTS SECOND QUARTER RESULTS

NORTHBROOK, IL — July 27, 2016 — KapStone Paper and Packaging Corporation (NYSE:KS) today reported results for the second quarter ended June 30, 2016. As compared to 2015’s second quarter, results for 2016’s second quarter are below:

·Net sales of $785 million up $114 million, or 17 percent

·Net income of $21 million down $13 million, or 40 percent

·Adjusted net income of $26 million down $16 million, or 39 percent

·Adjusted EBITDA of $97 million down $14 million, or 13 percent

·Diluted EPS of $0.21 down $0.14 per share, or 40 percent

·Adjusted diluted EPS of $0.27 down $0.17 per share, or 39 percent

Roger W. Stone, Chairman and Chief Executive Officer, stated, “KapStone’s operations performed well in the second quarter with our mills producing over 668,000 tons of paper. The benefits from the Victory acquisition were offset by lower prices and a less favorable product mix.  Our operating cash flow year-to-date was up $17 million.  We achieved our goal of integrating an annual run rate of 115,000 tons of Victory’s packaging needs into our mill and plant system. Also, with our recent strategic investments we expect additional mill integration within the next twelve months.”

Second Quarter Operating Highlights

Consolidated net sales of $785 million in the second quarter of 2016 increased by $114 million, or 17 percent compared to $671 million for the 2015 second quarter. Victory Packaging’s net sales increased by $159 million due to including three months of revenues in the 2016 second quarter compared to only one month in the 2015 second quarter as the acquisition closed on June 1, 2015. All other revenues are down $45 million reflecting lower sales volume as we faced increased competition in select containerboard and corrugated product markets. The Company’s average mill selling price of $624 per ton in the second quarter of 2016 decreased by $43 per ton, or about 6 percent compared to the second quarter of 2015 due to index-driven lower domestic containerboard prices, lower export containerboard and kraft paper prices and a less favorable product mix.

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Operating income of $44 million for the 2016 second quarter decreased by $18 million, or 29 percent, compared to the 2015 second quarter. The lower operating earnings primarily reflect lower prices for domestic and export containerboard and export kraft paper, the timing of planned maintenance outages, inflation on salary and certain benefit costs, an increase of the fair value of the Victory contingent consideration liability and higher depreciation and severance charges. These factors were partially offset by three months of earnings from Victory Packaging compared to one month in 2015 and related synergies, lower Victory acquisition related expenses, lower fiber and fuel costs and lower management incentives.

Interest expense, net, was $10 million for the second quarter of 2016, up $1.5 million from a year ago as a result of borrowings associated with the Victory Packaging acquisition and higher interest rates. Our weighted average interest rate as of June 30, 2016 is 2.1 percent compared to 1.8 percent as of June 30, 2015.

The effective income tax rate for the 2016 second quarter was 36.5 percent compared to 35.2 percent for the 2015 second quarter. Results in the 2016 second quarter include an unfavorable adjustment from a state tax examination.

Cash Flow and Working Capital

Cash and cash equivalents of $8 million as of June 30, 2016, remained consistent with balances at March 31, 2016.  Operating activities provided $31 million during the second quarter while investing activities used $38 million and financing activities provided $8 million. Capital expenditures in the second quarter were $36 million.  Financing activities included $18 million of net borrowings offset by $10 million of cash dividends.

On May 11, 2016, our Board of Directors approved a regular $0.10 per share cash dividend which was paid on July 13, 2016.

At June 30, 2016, the Company had approximately $456 million of working capital and $467 million of revolver borrowing capacity.

Conclusion

In summary, Stone commented, “I expect to see our operations continue to perform better.”

Conference Call

KapStone will host a conference call at 10:00 a.m. CDT, Thursday, July 28, 2016, to discuss the Company’s financial results for the 2016 second 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:  888-608-7946
International:  484-747-6633
Participant Passcode:  47375590

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, 20 converting plants and 60 distribution centers. The business has approximately 6,300 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 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 the Victory Packaging acquisition. Further information on

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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, 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)

(Unaudited)

	Quarter Ended June 30,						Six Months Ended June 30,
	2016			2015			2016			2015
Net sales	$	784,911		$	671,255		$	1,523,126		$	1,217,544
Cost and expenses:
Cost of sales, excluding depreciation and amortization	568,831			470,478			1,102,108			852,676
Depreciation and amortization	46,035			36,996			90,574			72,117
Freight and distribution expenses	70,978			53,891			136,037			97,318
Selling, general and administrative expenses	55,554			48,481			116,294			86,675
Operating income	43,513			61,409			78,113			108,758
Foreign exchange (loss)	(872		)	(53		)	(975		)	(938		)
Interest expense, net	10,006			8,515			19,817			14,928
Income before provision for income taxes	32,635			52,841			57,321			92,892
Provision for income taxes	11,913			18,585			20,425			32,536
Net income	$	20,722		$	34,256		$	36,896		$	60,356
Net income per share:
Basic	$	0.21		$	0.36		$	0.38		$	0.63
Diluted	$	0.21		$	0.35		$	0.38		$	0.62
Weighted-average number of shares outstanding:
Basic	96,517,357			96,269,619			96,458,354			96,196,889
Diluted	97,629,786			97,664,781			97,561,774			97,647,666
Effective income tax rate	36.5		%	35.2		%	35.6		%	35.0		%

Supplemental Information

GAAP to Non-GAAP Reconciliations

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

(unaudited)

	Quarter Ended June 30,						Six Months Ended June 30,
	2016			2015			2016			2015
Net Income (GAAP) to EBITDA (Non-GAAP) to Adjusted EBITDA (Non-GAAP):
Net income (GAAP)	$	20,722		$	34,256		$	36,896		$	60,356
Interest expense, net	10,006			8,515			19,817			14,928
Provision for income taxes	11,913			18,585			20,425			32,536
Depreciation and amortization	46,035			36,996			90,574			72,117
EBITDA (Non-GAAP)	$	88,676		$	98,352		$	167,712		$	179,937
Victory Packaging acquisition expenses	262			5,919			525			6,002
Integration, casualty and other expenses	1,050			724			2,016			1,209
Change in fair value of contingent consideration liability	1,526			553			3,052			553
Severance expenses	3,116			2,025			6,164			2,664
Stock-based compensation expense	1,941			2,757			5,362			6,537
Adjusted EBITDA (Non-GAAP)	$	96,571		$	110,330		$	184,831		$	196,902
Net Income (GAAP) to Adjusted Net Income (Non-GAAP):
Net income (GAAP)	$	20,722		$	34,256		$	36,896		$	60,356
Victory Packaging acquisition expenses	262			5,919			525			6,002
Integration, casualty and other expenses	1,050			724			2,016			1,209
Change in fair value of contingent consideration liability	1,526			553			3,052			553
Severance expenses	3,116			2,025			6,164			2,664
Stock-based compensation expense	1,941			2,757			5,362			6,537
Accumulated tax adjustments*	(2,597		)	(3,747		)	(5,760		)	(5,472		)
Adjusted Net Income (Non-GAAP)	$	26,020		$	42,487		$	48,255		$	71,849
Diluted EPS (GAAP) to Adjusted Diluted EPS (Non-GAAP):
Diluted earnings per share (GAAP)	$	0.21		$	0.35		$	0.38		$	0.62
Victory Packaging acquisition expenses	—			0.06			0.01			0.06
Integration, casualty and other expenses	0.01			0.01			0.02			0.01
Change in fair value of contingent consideration liability	0.02			0.01			0.03			0.01
Severance expenses	0.03			0.02			0.06			0.03
Stock-based compensation expense	0.02			0.03			0.05			0.07
Accumulated tax adjustments	(0.02		)	(0.04		)	(0.06		)	(0.06		)
Adjusted Diluted EPS (Non-GAAP)	$	0.27		$	0.44		$	0.49		$	0.74

*Accumulated tax adjustments in 2016 reflect EBITDA adjustments tax affected at 37.5 percent, the Company’s marginal income tax rate offset by an unfavorable state tax examination adjustment

KapStone Paper and Packaging Corporation

Consolidated Balance Sheets

(In thousands)

	June 30,			December 31,
	2016			2015
	(Unaudited)
Assets
Current assets:
Cash and cash equivalents	$	7,890		$	6,821
Trade accounts receivable, net of allowances	415,131			363,869
Other receivables	12,682			18,732
Inventories	331,642			335,903
Prepaid expenses and other current assets	15,124			28,932
Total current assets	782,469			754,257
Plant, property and equipment, net	1,411,362			1,406,146
Other assets	10,792			12,532
Intangible assets, net	327,235			344,583
Goodwill	704,592			704,592
Total assets	$	3,236,450		$	3,222,110
Liabilities and Stockholders’ Equity
Current liabilities:
Short-term borrowings	$	16,000		$	6,400
Dividend payable	9,907			9,862
Accounts payable	182,376			196,491
Accrued expenses	63,864			73,138
Accrued compensation costs	52,215			64,149
Accrued income taxes	2,288			15
Total current liabilities	326,650			350,055
Long-term debt, net of current portion	1,537,028			1,543,748
Pension and post-retirement benefits	37,830			40,510
Deferred income taxes	420,843			418,479
Other liabilities	44,993			24,038
Total other liabilities	2,040,694			2,026,775
Stockholders’ equity:
Common stock $0.0001 par value	10			10
Additional paid-in capital	271,530			266,220
Retained earnings	659,789			642,306
Accumulated other comprehensive (loss) income	(62,223		)	(63,256		)
Total stockholders’ equity	869,106			845,280
Total liabilities and stockholders’ equity	$	3,236,450		$	3,222,110

KapStone Paper and Packaging Corporation

Consolidated Statement of Cash Flows

(In thousands)

(Unaudited)

	Quarter Ended June 30,						Six Months Ended June 30,
	2016			2015			2016			2015
Operating activities:
Net income	$	20,722		$	34,256		$	36,896		$	60,356
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation of plant and equipment	37,098			31,954			72,701			63,659
Amortization of intangible assets	8,937			5,042			17,873			8,458
Stock-based compensation expense	1,941			2,757			5,362			6,537
Pension and postretirement	(579		)	(2,524		)	(1,027		)	(5,416		)
Excess tax (deficiency) / benefit from stock-based compensation	10			(120		)	150			(1,511		)
Amortization of debt issuance costs	1,251			2,040			2,375			3,047
(Gain) / Loss on disposal of fixed assets	715			32			653			210
Deferred income taxes	(360		)	587			704			2,451
Change in fair value of contingent consideration liability	1,526			553			3,052			553
Changes in operating assets and liabilities	(40,241		)	1,922			(49,114		)	(65,757		)
Net cash provided by operating activities	$	31,020		$	76,499		$	89,625		$	72,587
Investing activities:
Purchase of intangible assets	(1,025		)	—			(1,525		)	—
Victory Packaging acquisition	—			(616,564		)	—			(616,564		)
Capital expenditures	(36,210		)	(34,949		)	(72,373		)	(63,711		)
Proceeds from sales of assets	—			—			4,856			—
Other	(1,250		)	—			(1,250		)	—
Net cash used in investing activities	$	(38,485	)	$	(651,513	)	$	(70,292	)	$	(680,275	)
Financing activities:
Proceeds from revolving credit facility	129,100			$	179,800		$	263,700		$	266,200
Repayments on revolving credit facility	(123,100		)	(174,800		)	(254,100		)	(251,200		)
Proceeds from receivables credit facility	14,424			90,773			21,094			103,735
Repayments on receivables credit facility	(2,470		)	—			(27,170		)	(4,962		)
Proceeds from long-term debt	—			519,763			—			519,763
Payment of loan amendment costs and debt issuance fees	(138		)	(10,790		)	(2,388		)	(10,790		)
Proceeds from other current borrowings	—			—			—			6,615
Payment from other current borrowings	—			(2,195		)	—			(2,195		)
Cash dividend paid	(9,652		)	(9,626		)	(19,348		)	(19,464		)
Payment of withholding taxes on vested stock awards	(94		)	(126		)	(786		)	(2,448		)
Proceeds from exercises of stock options	211			287			420			778
Proceeds from issuance of shares to ESPP	—			—			464			415
Excess tax (deficiency) / benefit from stock-based compensation	(10		)	120			(150		)	1,511
Net cash provided by / (used in) financing activities	$	8,271		$	593,206		$	(18,264	)	$	607,958
Net increase in cash and cash equivalents	806			18,192			1,069			270
Cash and cash equivalents-beginning of period	7,084			10,545			6,821			28,467
Cash and cash equivalents-end of period	$	7,890		$	28,737		$	7,890		$	28,737

KapStone Paper and Packaging Corporation

Operating Segment Information

(In thousands)

(Unaudited)

	Net Sales								Operating			Depreciation				Total Assets
Three Months Ended June 30, 2016	Trade		Inter- segment			Total			Income (Loss)			and Amortization		Capital Expenditures		at June 30, 2016
Paper and Packaging	$	532,571	$	20,524		$	553,095		$	41,082		$	38,163	$	34,265	$	2,507,161
Distribution (a)	252,340		—			252,340			12,336			5,702		932		686,997
Corporate	—		—			—			(9,905		)	2,170		1,013		42,292
Intersegment eliminations	—		(20,524		)	(20,524		)	—			—		—		—
	$	784,911	$	—		$	784,911		$	43,513		$	46,035	$	36,210	$	3,236,450

	Net Sales								Operating			Depreciation				Total Assets
Three Months Ended June 30, 2015	Trade		Inter- segment			Total			Income (Loss)			and Amortization		Capital Expenditures		at June 30, 2015
Paper and Packaging	$	577,857	$	788		$	578,645		$	71,844		$	34,187	$	30,256	$	2,553,708
Distribution (a)	93,398		—			93,398			1,720			1,945		243		527,704
Corporate (b)	—		—			—			(12,155		)	864		4,450		223,792
Intersegment eliminations	—		(788		)	(788		)	—			—		—		—
	$	671,255	$	—		$	671,255		$	61,409		$	36,996	$	34,949	$	3,305,204

	Net Sales								Operating			Depreciation
Six Months Ended June 30, 2016	Trade		Inter- segment			Total			Income (Loss)			and Amortization		Capital Expenditures
Paper and Packaging	$	1,052,611	$	36,993		$	1,089,604		$	87,323		$	75,299	$	66,620
Distribution (a)	470,515		—			470,515			13,717			11,363		2,998
Corporate	—		—			—			(22,927		)	3,912		2,755
Intersegment eliminations	—		(36,993		)	(36,993		)	—			—		—
	$	1,523,126	$	—		$	1,523,126		$	78,113		$	90,574	$	72,373

	Net Sales								Operating			Depreciation
Six Months Ended June 30, 2015	Trade		Inter- segment			Total			Income (Loss)			and Amortization		Capital Expenditures
Paper and Packaging	$	1,124,146	$	788		$	1,124,934		$	130,136		$	68,664	$	56,506
Distribution (a)	93,398		—			93,398			1,720			1,945		243
Corporate	—		—			—			(23,098		)	1,508		6,962
Intersegment eliminations	—		(788		)	(788		)	—			—		—
	$	1,217,544	$	—		$	1,217,544		$	108,758		$	72,117	$	63,711

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

(b) Goodwill related to the Victory Packaging acquisition was included in Corporate as of June 30, 2015 and was subsequently allocated to the Distribution segment in the quarter ended September 30, 2015

KapStone Paper and Packaging Corporation

Operating Segment EBITDA and Adjusted EBITDA

(In thousands)

(Unaudited)

	Quarter Ended June 30,						Six Months Ended June 30,
Paper and Packaging	2016			2015			2016			2015
Segment income	$	41,082		$	71,844		$	87,323		$	130,136
Foreign exchange (loss) / gain	(288		)	146			—			(739		)
Depreciation and amortization	38,163			34,187			75,299			68,664
EBITDA	78,957			106,177			162,622			198,061
Victory Packaging acquisition expenses	—			—			—			—
Integration, casualty and other expenses	935			724			1,819			1,209
Severance expenses	3,035			2,025			5,297			2,664
Adjusted EBITDA	$	82,927		$	108,926		$	169,738		$	201,934
Adjusted EBITDA margin	15.6		%	18.8		%	16.1		%	18.0		%

	Quarter Ended June 30,						Six Months Ended June 30,
Distribution	2016			2015			2016			2015
Segment income	$	12,336		$	1,720		$	13,717		$	1,720
Foreign exchange (loss) / gain	(584		)	(199		)	(975		)	(199		)
Depreciation and amortization	5,702			1,945			11,363			1,945
EBITDA	17,454			3,466			24,105			3,466
Victory Packaging acquisition expenses	262			3,870			525			3,870
Integration, casualty and other expenses	—			—			—			—
Severance expenses	89			—			480			—
Adjusted EBITDA	$	17,805		$	7,336		$	25,110		$	7,336
Adjusted EBITDA margin	7.1		%	7.9		%	5.3		%	7.9		%

	Quarter Ended June 30,						Six Months Ended June 30,
Corporate	2016			2015			2016			2015
Segment (loss)	$	(9,905	)	$	(12,155	)	$	(22,927	)	$	(23,098	)
Foreign exchange loss / (gain)	—			—			—			—
Depreciation and amortization	2,170			864			3,912			1,508
EBITDA	(7,735		)	(11,291		)	(19,015		)	(21,590		)
Victory Packaging acquisition expenses	—			2,049			—			2,132
Integration, casualty and other expenses	115			—			197			—
Change in fair value of contingent consideration liability	1,526			553			3,052			553
Severance expenses	(8		)	—			387			—
Stock-based compensation	1,941			2,757			5,362			6,537
Adjusted EBITDA	$	(4,161	)	$	(5,932	)	$	(10,017	)	$	(12,368	)

	Quarter Ended June 30,						Six Months Ended June 30,
Consolidated	2016			2015			2016			2015
Segment income	$	43,513		$	61,409		$	78,113		$	108,758
Foreign exchange (loss) / gain	(872		)	(53		)	(975		)	(938		)
Depreciation and amortization	46,035			36,996			90,574			72,117
EBITDA	88,676			98,352			167,712			179,937
Victory Packaging acquisition expenses	262			5,919			525			6,002
Integration, casualty and other expenses	1,050			724			2,016			1,209
Severance expenses	3,116			2,025			6,164			2,664
Change in fair value of contingent consideration liability	1,526			553			3,052			553
Stock-based compensation	1,941			2,757			5,362			6,537
Adjusted EBITDA	$	96,571		$	110,330		$	184,831		$	196,902

EX-99.2

Exhibit 99.2

2016 Second Quarter Financial Review Roger W. Stone, Chairman and Chief Executive Officer Matt Kaplan, President and Chief Operating Officer Andrea K. Tarbox, Vice President and Chief Financial Officer July 27, 2016 1

Forward Looking Statements 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 t 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. non U.S. GAAP to U.S. GAAP financial measures is available website at KapStonepaper.com under Investors. A reconciliation of onthecompany’s 2

Second Quarter Financial Results ($ in Millions, except per share) Q2 2016 Q2 2015 Inc/(Dec) (1) Q1 2016 Inc/(Dec) (1) Net Sales $ 785 $ 671 17% $ 738 6% EBITDA $ 89 $ 98 (10%) $ 79 12% Adj. EBITDA(2) $ 97 $ 110 (13%) $ 88 9% Net Income (3) $ 21 $ 34 (40%) $ 16 28% Adj. Net Income(2) $ 26 $ 42 (39%) $ 22 17% Diluted EPS(4) $ 0.21 $ 0.35 (40%) $ 0.17 24% Adj. Diluted EPS(4) $ 0.27 $ 0.44 (39%) $ 0.23 17% Second Quarter Financial Results 3 (1) Percentage change calculations made using unrounded source financials (2) Excludes non-cash stock compensation and changes in contingent consideration; and acquisition, integration and severance expenses. Net of accumulated tax adjustments for Adjusted Net Income (3)Includes amortization of purchase accounting intangibles net of tax of $6 million in Q2 2016 and Q1 2016 and $3 million in Q2 2015 (4)Includes amortization of purchase accounting intangibles net of tax of $0.06 per share in Q2 2016 and Q1 2016, and $0.03 per share in Q2 2015

Q2 2016 Compared to Q2 2015 Acquisition Net Sales Benefits and Synergies Offset by Price/Mix declines and Outages Adjusted EBITDA $24 $7 $11 $110 $8 $2 $3 $159 $24 $97 $785 $1 $20 $671 ¾ ¾ Acquisition reflects three months of Victory revenues and earnings in 2016 compared to one month in Q2 2015 Average mill selling prices dropped $43 per ton reflecting: ƒ Lower prices of $19 million due to index driven lower domestic containerboard prices and lower prices for export containerboard and export kraft paper ƒ Less favorable product mix of $1 million due to lower Durasorb volume and higher export containerboard Lower corrugated products selling prices of $4 million due to competitive pressures/mix Sales volume down 6,000 tons due to lower mill shipments offset by higher corrugated products (up 6.6 percent on a msf basis including shipments to Victory) Deflation of $3 million due to lower fiber and fuel costs partially offset by higher salary, wages, medical and OCC costs Other sales includes $20 million for elimination of container shipments to Victory Productivity and costs includes 17,000 tons of lower mill production and $2 million of lower pension income partially offset by $2 million of lower incentive compensation ¾ ¾ ¾ ¾ ¾ 4 $ in Millions $ in Millions

Q2 2016 Compared to Q1 2016 Price and mix includes: Lower prices for domestic and export containerboard and export kraft paper Favorable product mix of $5 million due to higher domestic kraft paper and Durasorb shipments and less roll pulp volume Victory sales and earnings increase due to seasonality Sales volume gains reflect an additional 14,000 tons sold Deflation of $6 million due to lower fiber and energy costs Planned outages higher in Q2 2016, mainly due to Roanoke Rapids annual outage including 11,700 tons of lower production Productivity includes cost savings due to lower salaries from severance actions and Victory synergies, partially offset by 22,000 tons of lower mill production

Seasonal Cash Flow Changes Operating Cash Flows Trend $90 ¾ YTD operating cash flow $17 million higher than prior year due to Q1 2016’s favorable working capital changes and lower cash tax payments. In Q2 2016, operating cash flow $73 ¾ declined by $45 million YOY due to higher receivables primarily Q2 2015 Q2 2016 ¾ Debt to EBITDA leverage ratio (per credit agreement) ƒ ƒ ƒ 3.63 times - - - December 31, 2015 March 31, 2016 June 30, 2016 30, 2016 - $1,566 million 3.69 times 3.98 times ¾ ¾ ¾ ¾ Net debt at June Capex for Q2 2016 was $36 million. Full year estimate Cash tax rate for the year expected to be 26 percent No pension plan funding required is $125 million 6 $ in Millions

Operations Overview Mill Production Thousands of Tons Mill/Corrugated Thousands of Tons Sales Avg. Mill Revenue/Ton 710 704 692 $667 690 685 $625 $624 668 Q2 2015 Q1 2016 Q2 2016 Q2 2015 Q1 2016 Q2 2016 Q2 2015 Q1 2016 Q2 2016 ¾ After setting daily production records in due to a 36 hour electrical Q1 2016, production was lower in Q2 2016 mainly service outage at Longview and higher lost tons due to a planned maintenance outage at Roanoke Rapids Year-over-year price erosion of $43 per ton resulted in a $20 million decline in revenue in Q2 2016 ¾ 7

Continued Progress in Lowering Mill Costs Energy Costs Per Ton Fiber Costs Per Ton Mill Headcount $176.25 $176.06 $43.75 2,407 $42.18 $41.54 2,354 $170.12 2,265 Q2 2015 Q1 2016 Q2 2016 Q2 2015 Q1 2016 Q2 2016 Q2 2015 Q1 2016 Q2 2016 ¾ In early 2014, we identified substantial cost savings opportunities and developed plans to achieve goals Making progress due to process improvements and benefits of capital spending Energy costs included $3 per ton in Q2 2016 and $1.50 per ton in Q2 2015 related to planned outages Further incremental benefits expected in future ¾ ¾ ¾ 8

Victory Update ¾ Financial results ƒ ƒ ƒ ƒ ƒ Q2 Q2 Q2 Q3 On 2016 net sales $252 million adjusted EBITDA - $18 million (pre-synergies) seasonally stronger quarter expected to be similar to Q2 track to meet or exceed 2016 expectations ¾ Integration update ƒ ƒ Q2 2016 Container Division consumption of approximately 25,000 tons In June achieved 115,000 ton mill integration annualized run-rate 9

Central Florida Box (CFB) Acquisition ¾ What we bought ƒ ƒ ƒ ƒ ƒ ƒ Well managed, established sheet plant founded in 1979 Equipped with highly productive, underutilized equipment Strong, loyal customer base Located in Florida (north of Orlando) Currently profitable and accretive with significant upside Ability to service Victory Packaging in central Florida ¾ Purchase price was $15.4 million, net of cash acquired ¾ Post synergy benefits include 20,000 to 25,000 tons of additional integration with adjusted EBITDA estimated at $3.4 million mill 10

Market Summary ¾ Continues to be challenging ¾ Containerboard: ¾ Domestic markets exhibiting good demand and pricing stability ¾ Export markets showing solid demand with static pricing ¾ Kraft paper ¾ Domestic kraft paper improving demand with stable pricing ¾ Export kraft paper stable volume with modestly improving pricing ¾ Specialty paper ƒ Durasorb and Kraftpak stable demand and pricing ¾ Corrugated products ¾ July demand consistent with Q2 ¾ Stable pricing 11

Summary of Key Assumptions for Q3 2016 ¾ CFB acquisition effective July 1, 2016 ¾ Planned outage maintenance expense approximately $13 million lower than Q2 2016.Loss of 6,100 production tons, approximately 6,800 tons less than Q2 2016 ¾ Average fiber costs trending down ƒ ƒ Q3 2016 fiber costs should be approximately $2 million lower than Q2 OCC costs expected to increase ¾ Benefit of headcount reduction of approximately $2 million per quarter ¾ CAPEX is expected to be $30 million for Q3 2016, and $125 million for year the full ¾ Effective income tax rate of 35 percent 12

Appendix

Quarterly Key Performance Indicators Sales ad Production Mill External Shipments (000) Avg Mill Revenue per Ton Tons Produced (000) 668 $667 $624 $625 690 685 492 480 482 2Q 16 1Q 16 2Q 15 2Q 16 1Q 16 2Q 15 2Q 16 1Q 16 2Q 15 Paper and Packaging Product Mix (000 Tons) Containerboard and Corrugated products (1) Specialty paper (2) Internal Consumption 449 443 434 257 258 267 189 190 184 2Q 16 1Q 16 2Q 15 2Q 16 1Q 16 2Q 15 2Q 16 1Q 16 2Q 15 (1) Containerboard includes all domestic and export sales of linerboard and medium (2) Specialty paper includes Kraftpak, Durasorb, Kraft paper and roll pulp 14

Maintenance Outage Expense & Production Impact * The 14,300 ton impact is due to the paper machine #3 upgrade in Charleston ** The 2016 and 2015 ton impact is mainly due to the Roanoke Rapids mill annual outage. In 2014 this outage occurred in Q4 with 11,200 tons lost *** The 16,900 ton impact includes 12,200 tons for paper machine #1 upgrade at Charleston 15 Financial Impact ($ in Millions) Q1 Q2 Q3 Q4 Year 2014 Actual $ 14.8 $ 5.2 $ 5.2 $ 10.9 $36.1 2015 Actual $8.6 $11.1 $4.4 $13.3 $37.4 2016 Act / Forecast $ 6.6 $ 19.0 $ 6.0 $ 0.9 $32.5 Q2 Q3 Q4 Year Lost Production Impact (Tons) Q1 2014 Actual 14,300* 5,400 - 14,500 34,200 2015 Actual 2,000 10,400** 2,400 16,900*** 31,700 2016 Act / Forecast 4 800 12,900** 6 100 ---23,800