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

 
Date of Report (Date of earliest event reported):   August 6, 2019 (August 6, 2019)

 

VERITIV CORPORATION
(Exact name of registrant as specified in its charter)

 
Delaware
(State or other jurisdiction of incorporation)

001-36479	 	46-3234977	
(Commission File Number)	 	(I.R.S. Employer Identification No.)	

1000 Abernathy Road NE
Building 400, Suite 1700
Atlanta, Georgia
 (Address of principal executive offices)	 	30328
(Zip Code)	

	 		
 
Registrant’s telephone number, including area code: (770) 391-8200
 
Not Applicable
(Former name or former address, if changed since last report)
 
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:
 
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
Securities registered pursuant to Section 12(b) of the Act:

Title of each class	 	Trading Symbol(s)	 	Name of each exchange on which registered	
Common stock, $0.01 par value	 	VRTV	 	New York Stock Exchange	
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
 
Emerging growth company  o
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  o

 

 
Item 2.02.                             Results of Operations and Financial Condition.
 
On August 6, 2019, Veritiv Corporation (the “Company”) issued a press release containing certain financial results of the Company and its direct and indirect wholly-owned subsidiaries for the three and six months ended June 30, 2019. A copy of this press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.
 
Item 7.01.                             Regulation FD Disclosure.
 
The Company is furnishing herewith additional information in conjunction with the August 6, 2019 earnings release. This additional information includes general Company information and highlights of financial results of the Company and its direct and indirect wholly-owned subsidiaries for the three and six months ended June 30, 2019. The additional information, attached as Exhibit 99.2 to this Current Report on Form 8-K, is being furnished and will not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section.
 
The information in this Current Report on Form 8-K will not be incorporated by reference into any registration statement or other document filed by the Company under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated by reference.
 
Item 9.01.                             Financial Statements and Exhibits.
 
(d)                                  Exhibits.
 
The following exhibits are filed with this report:

Exhibit No.	 	Exhibit Description	
 	 	 	
99.1	 	Press Release of Veritiv Corporation issued August 6, 2019.	
 	 	 	
99.2	 	Additional Information of Veritiv Corporation issued August 6, 2019.	
 
2 

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

 	 	VERITIV CORPORATION	

Dated:	August 6, 2019	 	/s/ Mark W. Hianik	
 	 	Mark W. Hianik	
 	 	Senior Vice President, General Counsel & Corporate Secretary	

3 

Exhibit 99.1 

 
Veritiv Announces Second Quarter 2019
Financial Results
 
Reports Second Quarter Net Sales of $2.0 Billion,
Net Loss of $(11.3) Million,
Basic and Diluted Loss per Share of $(0.70), and
Adjusted EBITDA of $43.3 Million
 
ATLANTA (August 6, 2019) — Veritiv Corporation (NYSE: VRTV), a North American leader in business-to-business distribution solutions, today announced financial results for the second quarter ended June 30, 2019.
 
“Our consolidated second quarter results were highlighted by strong cash flow generation and Adjusted EBITDA improvements in three of our four segments.  However, challenges in our Print segment negatively impacted our overall revenues and earnings,” said Mary Laschinger, Chairman and CEO of Veritiv Corporation. “Given the second quarter results and our current outlook for the remainder of the year, we are reiterating our 2019 guidance for Adjusted EBITDA of $165 to $180 million, and our expectation for free cash flow of at least $85 million.”
 
For the three months ended June 30, 2019, compared to the three months ended June 30, 2018:
 
·                   Net sales were $2.0 billion, a decrease of 9.8% from the prior year. Net sales decreased 9.5% from the prior year, excluding the negative effect of foreign currency (0.3%) in the second quarter of 2019.
·                   Net loss was $(11.3) million, compared to net loss of $(10.6) million in the prior year. Net integration, acquisition and restructuring charges were $11.4 million in the second quarter of 2019 compared to $19.8 million in the prior year.
·                   Basic and diluted loss per share were $(0.70) compared to $(0.67) in the prior year.
·                   Adjusted EBITDA was $43.3 million, a decrease of 4.6% from the prior year.
·                   Adjusted EBITDA as a percentage of net sales was 2.2%, an increase of 10 basis points from the prior year.
 
For the six months ended June 30, 2019, compared to the six months ended June 30, 2018:
 
·                   Net sales were $3.9 billion, a decrease of 8.7% from the prior year. Net sales decreased 7.6% from the prior year, excluding the negative effect of foreign currency (0.4%) and the negative effect of one less shipping day (0.7%) in 2019.
·                   Net loss was $(38.0) million, compared to net loss of $(26.4) million in the prior year. Net integration, acquisition and restructuring charges were $18.1 million in 2019 and $40.0 million in the prior year.
·                   Basic and diluted loss per share were $(2.37) compared to $(1.67) in the prior year.
·                   Adjusted EBITDA was $63.7 million, a decrease of 15.2% from the prior year.
·                   Adjusted EBITDA as a percentage of net sales was 1.6%, a decrease of 20 basis points from the prior year.

 
“Our positive cash flow performance in the second quarter was driven by the year-over-year revenue decline and post-integration process improvements which lowered both accounts receivable and inventory,” said Stephen Smith, Senior Vice President and Chief Financial Officer of Veritiv Corporation. “Our strong cash flow generation year-to-date has enabled significant debt reduction.”
 
Veritiv Corporation will host a live conference call and webcast today, August 6, 2019, at 10 a.m. (ET) to discuss its second quarter 2019 financial results. To participate, callers within the U.S. and Canada can dial (833) 241-7249, and international callers can dial (647) 689-4213, both using conference ID number 3036238.  Interested parties can also listen online at ir.veritivcorp.com.  A replay of the call and webcast will be available online for a limited period of time at ir.veritivcorp.com shortly after the live webcast is completed.
 
Important information regarding U.S. generally accepted accounting principles (“U.S. GAAP”) and related reconciliations of non-GAAP financial measures to the most comparable U.S. GAAP measures can be found in the schedules to this press release, which should be thoroughly reviewed.
 
A reconciliation of the forecasted full year 2019 Adjusted EBITDA guidance range cannot be provided without unreasonable efforts due to the uncertainty and variability on a forward-looking basis of certain items that impact net income including, but not limited to, restructuring charges, LIFO reserves, fair value adjustment on contingent liabilities and taxes, any of which may be significant.  In addition, the Company believes such a reconciliation would imply a degree of precision that would be confusing or misleading to investors.
 
About Veritiv
 
Veritiv Corporation (NYSE: VRTV), headquartered in Atlanta and a Fortune 500® company, is a leading North American business-to-business distributor of packaging, facility solutions, print and publishing products and services; and also a provider of logistics and supply chain management solutions. Serving customers in a wide range of industries, the Company has approximately 160 operating distribution centers throughout the U.S., Canada and Mexico, and employs approximately 8,400 team members that help shape the success of its customers.  For more information about Veritiv and its business segments visit  www.veritivcorp.com.
 
Safe Harbor Provision
 
Certain statements contained in this press release regarding Veritiv Corporation’s (the “Company”) future operating results, performance, business plans, prospects, guidance and any other statements not constituting historical fact are “forward-looking statements” subject to the safe harbor created by the Private Securities Litigation Reform Act of 1995. Where possible, the words “believe,” “expect,” “anticipate,” “continue,” “intend,” “should,” “will,” “would,” “planned,” “estimated,” “potential,” “goal,” “outlook,” “may,” “predicts,” “could,” or the negative of such terms, or other comparable expressions, as they relate to the Company or its business, have been used to identify such forward-looking statements. All forward-looking statements reflect only the Company’s current beliefs and assumptions with respect to future operating results, performance, business plans, prospects, guidance and other matters, and are based on information currently available to the Company. Accordingly, the statements are subject to significant risks, uncertainties and contingencies, which could cause the Company’s actual operating results, performance, business plans, prospects or guidance to differ materially from those expressed in, or implied by, these statements.
 
Factors that could cause actual results to differ materially from current expectations include risks and other factors described under “Risk Factors” in our Annual Report on Form 10-K and elsewhere in the Company’s publicly available reports filed with the Securities and Exchange Commission (“SEC”), which contain a discussion of various factors that may affect the Company’s business or financial results. Such risks and other factors, which in some instances are beyond the Company’s control, include: the industry-wide decline in demand for paper and related products; increased competition from existing and non-traditional sources; adverse developments in general business and economic conditions as well as conditions in the global capital and credit markets impacting our Company and our customers; foreign currency fluctuations; our ability to attract, train and retain highly qualified employees; the effects of work stoppages, union negotiations and labor disputes; the loss of any of our significant customers; changes in business conditions in our international

 
operations; procurement and other risks in obtaining packaging, paper and facility products from our suppliers for resale to our customers; changes in prices for raw materials; increases in the cost of fuel and third-party freight and the availability of third-party freight providers; changes in trade policies and regulations; inclement weather, anti-terrorism measures and other disruptions to the transportation network; our dependence on a variety of IT and telecommunications systems and the Internet; our reliance on third-party vendors for various services; cyber-security risks; costs to comply with laws, rules and regulations, including environmental, health and safety laws, and to satisfy any liability or obligation imposed under such laws; regulatory changes and judicial rulings impacting our business; adverse results from litigation, governmental investigations or audits, or tax-related proceedings or audits; our inability to renew existing leases on acceptable terms, negotiate rent decreases or concessions and identify affordable real estate; our ability to adequately protect our material intellectual property and other proprietary rights, or to defend successfully against intellectual property infringement claims by third parties; our pension and health care costs and participation in multi-employer pension, health and welfare plans; increasing interest rates; our ability to generate sufficient cash to service our debt; our ability to comply with the covenants contained in our debt agreements; our ability to refinance or restructure our debt on reasonable terms and conditions as might be necessary from time to time; changes in accounting standards and methodologies; our ability to realize the full benefit of the anticipated synergies, cost savings and growth opportunities from the merger transaction and our ability to integrate the xpedx business with the Unisource business; the possibility of incurring expenditures in excess of those currently budgeted in connection with the integration; and other events of which we are presently unaware or that we currently deem immaterial that may result in unexpected adverse operating results. The Company is not responsible for updating the information contained in this press release beyond the published date, or for changes made to this document by wire services or Internet service providers. This press release is being furnished to the SEC through a Form 8-K. The Company’s Quarterly Report on Form 10-Q for the three and six months ended June 30, 2019 to be filed with the SEC may contain updates to the information included in this release.

 
Financial Statements
 
VERITIV CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in millions, except per share data, unaudited)

 	 	Three Months Ended
June 30,	 	Six Months Ended
June 30,	 	
 	 	2019	 	2018	 	2019	 	2018	 	
Net sales	 	$	1,958.2	 	$	2,171.9	 	$	3,899.7	 	$	4,272.9	 	
Cost of products sold (exclusive of depreciation and amortization shown separately below)	 	1,584.3	 	1,788.5	 	3,175.7	 	3,518.0	 	
Distribution expenses	 	132.0	 	132.0	 	262.4	 	265.1	 	
Selling and administrative expenses	 	211.2	 	223.6	 	427.3	 	446.3	 	
Depreciation and amortization	 	13.4	 	14.0	 	26.2	 	28.4	 	
Integration and acquisition expenses	 	4.5	 	8.4	 	8.8	 	16.7	 	
Restructuring charges, net	 	6.9	 	11.4	 	9.3	 	23.3	 	
Operating income (loss)	 	5.9	 	(6.0	)	(10.0	)	(24.9	)	
Interest expense, net	 	10.2	 	10.2	 	21.6	 	19.5	 	
Other (income) expense, net	 	7.6	 	(2.9	)	13.8	 	(13.4	)	
Loss before income taxes	 	(11.9	)	(13.3	)	(45.4	)	(31.0	)	
Income tax benefit	 	(0.6	)	(2.7	)	(7.4	)	(4.6	)	
Net loss	 	$	(11.3	)	$	(10.6	)	$	(38.0	)	$	(26.4	)	
 	 	 	 	 	 	 	 	 	 	
Loss per share:	 	 	 	 	 	 	 	 	 	
Basic and diluted	 	$	(0.70	)	$	(0.67	)	$	(2.37	)	$	(1.67	)	
 	 	 	 	 	 	 	 	 	 	
Weighted-average shares outstanding:	 	 	 	 	 	 	 	 	 	
Basic and diluted	 	16.09	 	15.84	 	16.01	 	15.80	 	

 
VERITIV CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(dollars in millions, except par value, unaudited)

 	 	June 30, 2019	 	December 31, 2018	 	
Assets	 	 	 	 	 	
Current assets:	 	 	 	 	 	
Cash	 	$	56.1	 	$	64.3	 	
Accounts receivable, less allowances of $53.0 and $62.0, respectively	 	1,012.0	 	1,181.4	 	
Related party receivable	 	2.4	 	3.2	 	
Inventories	 	638.3	 	688.2	 	
Other current assets	 	124.6	 	147.2	 	
Total current assets	 	1,833.4	 	2,084.3	 	
Property and equipment (net of accumulated depreciation and amortization of $342.5 and $320.7, respectively)	 	209.2	 	206.7	 	
Goodwill	 	99.6	 	99.6	 	
Other intangibles, net	 	54.5	 	57.2	 	
Deferred income tax assets	 	65.1	 	56.5	 	
Other non-current assets	 	435.0	 	25.4	 	
Total assets	 	$	2,696.8	 	$	2,529.7	 	
Liabilities and shareholders’ equity	 	 	 	 	 	
Current liabilities:	 	 	 	 	 	
Accounts payable	 	$	603.1	 	$	641.9	 	
Related party payable	 	6.3	 	9.3	 	
Accrued payroll and benefits	 	42.1	 	56.5	 	
Other accrued liabilities	 	220.0	 	134.7	 	
Current maturities of long-term debt	 	8.9	 	6.7	 	
Financing obligations, current portion	 	—	 	0.6	 	
Total current liabilities	 	880.4	 	849.7	 	
Long-term debt, net of current maturities	 	815.1	 	963.6	 	
Financing obligations, less current portion	 	—	 	23.6	 	
Defined benefit pension obligations	 	21.1	 	21.1	 	
Other non-current liabilities	 	461.5	 	128.6	 	
Total liabilities	 	2,178.1	 	1,986.6	 	
Commitments and contingencies	 	 	 	 	 	
Shareholders’ equity:	 	 	 	 	 	
Preferred stock, $0.01 par value, 10.0 million shares authorized, none issued	 	—	 	—	 	
Common stock, $0.01 par value, 100.0 million shares authorized; shares issued - 16.4 million and 16.2 million, respectively; shares outstanding - 16.1 million and 15.9 million, respectively	 	0.2	 	0.2	 	
Additional paid-in capital	 	612.5	 	605.7	 	
Accumulated (deficit) earnings	 	(43.8	)	(8.5	)	
Accumulated other comprehensive loss	 	(36.6	)	(40.7	)	
Treasury stock at cost - 0.3 million shares at June 30, 2019 and December 31, 2018	 	(13.6	)	(13.6	)	
Total shareholders’ equity	 	518.7	 	543.1	 	
Total liabilities and shareholders’ equity	 	$	2,696.8	 	$	2,529.7	 	

 
VERITIV CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in millions, unaudited)

 	 	Six Months Ended June 30,	 	
 	 	2019	 	2018	 	
Operating activities	 	 	 	 	 	
Net loss	 	$	(38.0	)	$	(26.4	)	
Depreciation and amortization	 	26.2	 	28.4	 	
Amortization of deferred financing fees	 	1.3	 	1.3	 	
Net losses (gains) on dispositions of property and equipment	 	(0.2	)	(2.5	)	
Provision for allowance for doubtful accounts	 	9.0	 	10.4	 	
Deferred income tax (benefit)	 	(9.6	)	(5.9	)	
Stock-based compensation	 	9.0	 	10.7	 	
Other non-cash items, net	 	10.2	 	(10.0	)	
Changes in operating assets and liabilities	 	 	 	 	 	
Accounts receivable and related party receivable	 	165.3	 	(15.9	)	
Inventories	 	53.6	 	(1.2	)	
Other current assets	 	23.7	 	(13.6	)	
Accounts payable and related party payable	 	(59.8	)	39.2	 	
Accrued payroll and benefits	 	(14.6	)	(18.5	)	
Other accrued liabilities	 	(6.0	)	15.3	 	
Other	 	12.1	 	(3.3	)	
Net cash provided by operating activities	 	182.2	 	8.0	 	
Investing activities	 	 	 	 	 	
Property and equipment additions	 	(14.9	)	(21.5	)	
Proceeds from asset sales	 	0.3	 	4.0	 	
Net cash used for investing activities	 	(14.6	)	(17.5	)	
Financing activities	 	 	 	 	 	
Change in book overdrafts	 	15.2	 	(8.1	)	
Borrowings of long-term debt	 	3,416.1	 	2,603.8	 	
Repayments of long-term debt	 	(3,592.5	)	(2,572.5	)	
Payments under right-of-use finance leases and capital leases, respectively	 	(4.2	)	(3.2	)	
Payments under financing obligations (including obligations to related party of $8.6 in the prior year period)	 	—	 	(8.9	)	
Payments under Tax Receivable Agreement	 	(7.8	)	(9.9	)	
Other	 	(2.8	)	(2.1	)	
Net cash used for financing activities	 	(176.0	)	(0.9	)	
Effect of exchange rate changes on cash	 	0.2	 	(0.4	)	
Net change in cash	 	(8.2	)	(10.8	)	
Cash at beginning of period	 	64.3	 	80.3	 	
Cash at end of period	 	$	56.1	 	$	69.5	 	
Supplemental cash flow information	 	 	 	 	 	
Cash paid for income taxes, net of refunds	 	$	2.1	 	$	0.1	 	
Cash paid for interest	 	19.9	 	17.9	 	
Non-cash investing and financing activities	 	 	 	 	 	
Non-cash additions to property and equipment for right-of-use finance leases and capital leases, respectively	 	$	3.4	 	$	26.2	 	
Non-cash additions to other non-current assets for right-of-use operating leases	 	62.1	 	—	 	

 
Non-GAAP Measures
 
We supplement our financial information prepared in accordance with U.S. GAAP with certain non-GAAP measures including Adjusted EBITDA (earnings before interest, income taxes, depreciation and amortization, restructuring charges, net, integration and acquisition expenses and other similar charges including any severance costs, costs associated with warehouse and office openings or closings, consolidation, and relocation and other business optimization expenses, stock-based compensation expense, changes in the LIFO reserve, non-restructuring asset impairment charges, non-restructuring severance charges, non-restructuring pension charges, net, fair value adjustments related to contingent liabilities assumed in mergers and acquisitions and certain other adjustments) because we believe investors commonly use Adjusted EBITDA  as a key financial metric for valuing companies. In addition, the credit agreement governing our asset-based lending facility permits us to exclude the foregoing and other charges in calculating “Consolidated EBITDA”, as defined in the facility. We approximate foreign currency effects by applying the foreign currency exchange rate for the prior period to the local currency results for the current period.
 
Adjusted EBITDA and these other non-GAAP measures are not alternative measures of financial performance under U.S. GAAP. Non-GAAP measures do not have definitions under U.S. GAAP and may be defined differently by, and not be comparable to, similarly titled measures used by other companies. As a result, we consider and evaluate non-GAAP measures in connection with a review of the most directly comparable measure calculated in accordance with U.S. GAAP. We caution investors not to place undue reliance on such non-GAAP measures and to consider them with the most directly comparable U.S. GAAP measures. Adjusted EBITDA and these other non-GAAP measures have limitations as analytical tools and should not be considered in isolation or as a substitute for analyzing our results as reported under U.S. GAAP. Please see the following tables for reconciliations of non-GAAP measures to the most comparable U.S. GAAP measures.

 
Table I
VERITIV CORPORATION
RECONCILIATION OF NON-GAAP MEASURES
NET LOSS TO ADJUSTED EBITDA; ADJUSTED EBITDA MARGIN
(in millions, unaudited)

 	 	Three Months Ended
June 30,	 	Six Months Ended
June 30,	 	
 	 	2019	 	2018	 	2019	 	2018	 	
Net loss	 	$	(11.3	)	$	(10.6	)	$	(38.0	)	$	(26.4	)	
Interest expense, net	 	10.2	 	10.2	 	21.6	 	19.5	 	
Income tax benefit	 	(0.6	)	(2.7	)	(7.4	)	(4.6	)	
Depreciation and amortization	 	13.4	 	14.0	 	26.2	 	28.4	 	
EBITDA	 	11.7	 	10.9	 	2.4	 	16.9	 	
Restructuring charges, net	 	6.9	 	11.4	 	9.3	 	23.3	 	
Stock-based compensation	 	4.3	 	5.1	 	9.0	 	10.7	 	
LIFO reserve (decrease) increase	 	(0.5	)	8.7	 	2.9	 	14.4	 	
Non-restructuring severance charges	 	1.4	 	0.5	 	2.7	 	1.8	 	
Non-restructuring pension charges, net	 	6.6	 	0.0	 	6.6	 	(0.7	)	
Integration and acquisition expenses	 	4.5	 	8.4	 	8.8	 	16.7	 	
Fair value adjustment on Tax Receivable Agreement contingent liability	 	0.6	 	(0.2	)	1.5	 	(0.4	)	
Fair value adjustment on contingent consideration liability	 	7.7	 	(3.0	)	13.1	 	(11.3	)	
Escheat audit contingent liability	 	—	 	—	 	7.0	 	—	 	
Other	 	0.1	 	3.6	 	0.4	 	3.7	 	
Adjusted EBITDA	 	$	43.3	 	$	45.4	 	$	63.7	 	$	75.1	 	
 	 	 	 	 	 	 	 	 	 	
Net sales	 	$	1,958.2	 	$	2,171.9	 	$	3,899.7	 	$	4,272.9	 	
Adjusted EBITDA as a % of net sales	 	2.2	%	2.1	%	1.6	%	1.8	%	

 
Table II
VERITIV CORPORATION
RECONCILIATION OF NON-GAAP MEASURES
FREE CASH FLOW GUIDANCE
(in millions, unaudited)

 	 	Forecast for Year Ending
December 31, 2019	 	
Net cash flows provided by operating activities	 	at least  $	130	 	
Less: Capital expenditures	 	(45	)	
Free cash flow	 	at least  $	85	 	

 
Veritiv Contacts:
 
Investors: Tom Morabito, 770-391-8451                    Media: Kristie Madara, 770-391-8471

 
Second Quarter 2019 Financial Results August 6, 2019 Exhibit 99.2

Tom Morabito Director of Investor Relations 2

Safe Harbor Provision Certain statements contained in this presentation regarding Veritiv Corporation’s (the “Company”) future operating results, performance, business plans, prospects, guidance and any other statements not constituting historical fact are “forward-looking statements” subject to the safe harbor created by the Private Securities Litigation Reform Act of 1995. Where possible, the words “believe,” “expect,” “anticipate,” “continue,” “intend,” “should,” “will,” “would,” “planned,” “estimated,” “potential,” “goal,” “outlook,” “may,” “predicts,” “could,” or the negative of such terms, or other comparable expressions, as they relate to the Company or its business, have been used to identify such forward-looking statements. All forward-looking statements reflect only the Company’s current beliefs and assumptions with respect to future operating results, performance, business plans, prospects, guidance and other matters, and are based on information currently available to the Company. Accordingly, the statements are subject to significant risks, uncertainties and contingencies, which could cause the Company’s actual operating results, performance, business plans, prospects or guidance to differ materially from those expressed in, or implied by, these statements. Factors that could cause actual results to differ materially from current expectations include risks and other factors described under "Risk Factors" in our Annual Report on Form 10-K and elsewhere in the Company’s publicly available reports filed with the Securities and Exchange Commission (“SEC”), which contain a discussion of various factors that may affect the Company’s business or financial results. Such risks and other factors, which in some instances are beyond the Company’s control, include: the industry-wide decline in demand for paper and related products; increased competition from existing and non-traditional sources; adverse developments in general business and economic conditions as well as conditions in the global capital and credit markets impacting our Company and our customers; foreign currency fluctuations; our ability to attract, train and retain highly qualified employees; the effects of work stoppages, union negotiations and labor disputes; the loss of any of our significant customers; changes in business conditions in our international operations; procurement and other risks in obtaining packaging, paper and facility products from our suppliers for resale to our customers; changes in prices for raw materials; increases in the cost of fuel and third-party freight and the availability of third-party freight providers; changes in trade policies and regulations; inclement weather, anti-terrorism measures and other disruptions to the transportation network; our dependence on a variety of IT and telecommunications systems and the Internet; our reliance on third-party vendors for various services; cyber-security risks; costs to comply with laws, rules and regulations, including environmental, health and safety laws, and to satisfy any liability or obligation imposed under such laws; regulatory changes and judicial rulings impacting our business; adverse results from litigation, governmental investigations or audits, or tax-related proceedings or audits; our inability to renew existing leases on acceptable terms, negotiate rent decreases or concessions and identify affordable real estate; our ability to adequately protect our material intellectual property and other proprietary rights, or to defend successfully against intellectual property infringement claims by third parties; our pension and health care costs and participation in multi-employer pension, health and welfare plans; increasing interest rates; our ability to generate sufficient cash to service our debt; our ability to comply with the covenants contained in our debt agreements; our ability to refinance or restructure our debt on reasonable terms and conditions as might be necessary from time to time; changes in accounting standards and methodologies; our ability to realize the full benefit of the anticipated synergies, cost savings and growth opportunities from the merger transaction and our ability to integrate the xpedx business with the Unisource business; the possibility of incurring expenditures in excess of those currently budgeted in connection with the integration; and other events of which we are presently unaware or that we currently deem immaterial that may result in unexpected adverse operating results. The Company is not responsible for updating the information contained in this presentation beyond the published date, or for changes made to this document by wire services or Internet service providers. This presentation is being furnished to the SEC through a Form 8-K. The Company’s Quarterly Report on Form 10-Q for the three and six months ended June 30, 2019 to be filed with the SEC may contain updates to the information included in this presentation. We reference non-GAAP financial measures in this presentation. Please see the appendix for reconciliations of non-GAAP measures to the most comparable U.S. GAAP measures. 3

Mary Laschinger Chairman & CEO 4

(4.6)% Financial Results (Unaudited) 1. Please see the appendix for reconciliations of non-GAAP measures to the most comparable U.S. GAAP measures. 2. Cash flow from operations less capital expenditures. $43.3M 2Q19 Actual YOY% Change Net Sales $2.0B (9.8)% 5 Adjusted EBITDA1 Net Loss $(11.3)M (6.6)% Free Cash Flow2 $131.0M 636%

2Q19 Highlights: Packaging: Flat core1 2Q19 revenues; Adjusted EBITDA positively impacted by improved margins and lower delivery costs in the U.S., partially offset by increased storage costs Facility Solutions: Core revenue decline in 2Q19; Adjusted EBITDA positively impacted by improved margins as well as lower operating and selling expenses Print: Core revenue decline in 2Q19; Adjusted EBITDA negatively impacted by the revenue decline and margin pressure, partially offset by lower expenses Publishing: Core revenue decline in 2Q19; Adjusted EBITDA positively impacted by improved margins from the stabilization of prices and effective cost management 2019 Outlook: Adjusted EBITDA expected to be $165 to $180 million Free Cash Flow expected to be at least $85 million Total Capital Expenditures expected to be approximately $45 million 6 1. Reported net sales excluding the impact of foreign exchange and adjusting for any day count differences 2Q19 Highlights and 2019 Outlook

Stephen Smith CFO 7

(Unaudited, Dollars In Millions, Except Per Share Amounts) 2Q19 YOY % Change Three Months Ended June 30 Net sales $1,958.2 (9.8 )% Net sales per shipping day — (9.8 )% Cost of products sold $1,584.3 (11.4 )% Net sales less cost of products sold $373.9 (2.5 )% Net loss $(11.3) (6.6 )% Basic and diluted loss per share $(0.70) (4.5 )% Adjusted EBITDA $43.3 (4.6 )% Adjusted EBITDA as a % of net sales 2.2 % 10 BPS 1. Please see the appendix for reconciliations of non-GAAP measures to the most comparable GAAP measures. Financial Results1 Second Quarter 2019 8

Segment Financial Results Second Quarter 2019 9 Facility Solutions Publishing Print 2Q19 Three Months Ended June 30 YOY % Change Net sales $204 (14.6 )% Net sales per shipping day (14.6 )% Adjusted EBITDA $5.6 16.7 % Adj. EBITDA as a % of net sales 2.8 % 80 BPS 2Q19 Three Months Ended June 30 YOY % Change Net sales $882 (0.6 )% Net sales per shipping day (0.6 )% Adjusted EBITDA $65.5 1.7 % Adj. EBITDA as a % of net sales 7.4 % 10 BPS 2Q19 Three Months Ended June 30 YOY % Change Net sales $312 (6.8 )% Net sales per shipping day (6.8 )% Adjusted EBITDA $8.3 9.2 % Adj. EBITDA as a % of net sales 2.7 % 40 BPS 2Q19 Three Months Ended June 30 YOY % Change Net sales $529 (22.2 )% Net sales per shipping day (22.2 )% Adjusted EBITDA $12.3 (36.6 )% Adj. EBITDA as a % of net sales 2.3 % (60) BPS Packaging (Unaudited, Dollars In Millions)

Capital Structure Capital Allocation Capital Allocation Priorities: Invest in growth: 2019 total CapEx expected to be approximately $45M Optimization activities Pay down debt Return value to shareholders At the end of June 2019: The borrowing base availability for the ABL facility was ~ $1.1B $757M drawn against the ABL facility $321M of available borrowing capacity Net debt to Adj. EBITDA: 4.0x for the trailing 12 months 10 Asset-Based Lending Facility & Capital Allocation

Questions 11

Mary Laschinger Chairman & CEO 12

Appendix: Reconciliation of Non-GAAP Financial Measures We supplement our financial information prepared in accordance with U.S. GAAP with certain non-GAAP measures including Adjusted EBITDA (earnings before interest, income taxes, depreciation and amortization, restructuring charges, net, integration and acquisition expenses and other similar charges including any severance costs, costs associated with warehouse and office openings or closings, consolidation, and relocation and other business optimization expenses, stock-based compensation expense, changes in the LIFO reserve, non-restructuring asset impairment charges, non-restructuring severance charges, non-restructuring pension charges, net, fair value adjustments related to contingent liabilities assumed in mergers and acquisitions and certain other adjustments) because we believe investors commonly use Adjusted EBITDA and these other non-GAAP measures as key financial metrics for valuing companies. In addition, the credit agreement governing our asset-based lending facility permits us to exclude the foregoing and other charges in calculating “Consolidated EBITDA”, as defined in the facility. We approximate foreign currency effects by applying the foreign currency exchange rate for the prior period to the local currency results for the current period. Adjusted EBITDA and these other non-GAAP measures are not alternative measures of financial performance under U.S. GAAP. Non-GAAP measures do not have definitions under U.S. GAAP and may be defined differently by, and not be comparable to, similarly titled measures used by other companies. As a result, we consider and evaluate non-GAAP measures in connection with a review of the most directly comparable measure calculated in accordance with U.S. GAAP. We caution investors not to place undue reliance on such non-GAAP measures and to consider them with the most directly comparable U.S. GAAP measures. Adjusted EBITDA and these other non-GAAP measures have limitations as analytical tools and should not be considered in isolation or as a substitute for analyzing our results as reported under U.S. GAAP. Please see the following tables for reconciliations of non-GAAP measures to the most comparable U.S. GAAP measures. 13

Table I VERITIV CORPORATION RECONCILIATION OF NON-GAAP MEASURES NET LOSS TO ADJUSTED EBITDA; ADJUSTED EBITDA MARGIN (in millions, unaudited) Three Months Ended June 30, Three Months Ended June 30, Six Months Ended June 30, Six Months Ended June 30, 2019 2019 2018 2018 2019 2019 2018 2018 Net loss $ (11.3 ) $ (10.6 ) $ (38.0 ) $ (26.4 ) Interest expense, net 10.2 10.2 21.6 19.5 Income tax benefit (0.6 ) (2.7 ) (7.4 ) (4.6 ) Depreciation and amortization 13.4 14.0 26.2 28.4 EBITDA 11.7 10.9 2.4 16.9 Restructuring charges, net 6.9 11.4 9.3 23.3 Stock-based compensation 4.3 5.1 9.0 10.7 LIFO reserve (decrease) increase (0.5 ) 8.7 2.9 14.4 Non-restructuring severance charges 1.4 0.5 2.7 1.8 Non-restructuring pension charges, net 6.6 0.0 6.6 (0.7 ) Integration and acquisition expenses 4.5 8.4 8.8 16.7 Fair value adjustment on Tax Receivable Agreement contingent liability 0.6 (0.2 ) 1.5 (0.4 ) Fair value adjustment on contingent consideration liability 7.7 (3.0 ) 13.1 (11.3 ) Escheat audit contingent liability — — 7.0 — Other 0.1 3.6 0.4 3.7 Adjusted EBITDA $ 43.3 $ 45.4 $ 63.7 $ 75.1 Net sales $ 1,958.2 $ 2,171.9 $ 3,899.7 $ 4,272.9 Adjusted EBITDA as a % of net sales 2.2 % 2.1 % 1.6 % 1.8 % Appendix: Reconciliation of Non-GAAP Financial Measures 14

15 Appendix: Reconciliation of Non-GAAP Financial Measures Table II VERITIV CORPORATION RECONCILIATION OF NON-GAAP MEASURES FREE CASH FLOW TO ADJUSTED FREE CASH FLOW (in millions, unaudited) Three Months Ended June 30, 2019 Three Months Ended June 30, 2019 Net cash flows provided by operating activities $ 138.4 Less: Capital expenditures (7.4 ) Free cash flow 131.0 Add back: Cash payments for restructuring expenses 4.0 Cash payments for integration and acquisition expenses 3.4 Cash payments for integration-related capex 3.2 Adjusted free cash flow $ 141.6

16 Appendix: Reconciliation of Non-GAAP Financial Measures Table III VERITIV CORPORATION RECONCILIATION OF NON-GAAP MEASURES FREE CASH FLOW GUIDANCE (in millions, unaudited) Forecast for Year Ending December 31, 2019 Net cash flows provided by operating activities at least $ 130 Less: Capital expenditures (45 ) Free cash flow at least $ 85

17 Appendix: Reconciliation of Non-GAAP Financial Measures Table IV VERITIV CORPORATION RECONCILIATION OF NON-GAAP MEASURES NET DEBT TO ADJUSTED EBITDA (in millions, unaudited) June 30, 2019 June 30, 2019 Amount drawn on ABL Facility $ 757.1 Less: Cash (56.1 ) Net debt 701.0 Last Twelve Months Adjusted EBITDA $ 174.0 Net debt to Adjusted EBITDA 4.0x 4.0x Last Twelve Months Last Twelve Months June 30, 2019 June 30, 2019 Net loss $ (27.3 ) Interest expense, net 44.4 Income tax expense 2.7 Depreciation and amortization 51.3 EBITDA 71.1 Restructuring charges, net 7.3 Stock-based compensation 16.4 LIFO reserve increase 8.4 Non-restructuring asset impairment charges 0.4 Non-restructuring severance charges 5.8 Non-restructuring pension charges, net 18.6 Integration and acquisition expenses 23.9 Fair value adjustment on Tax Receivable Agreement contingent liability 0.7 Fair value adjustment on contingent consideration liability 12.1 Escheat audit contingent liability 9.5 Other (0.2 ) Adjusted EBITDA $ 174.0

Second Quarter 2019 Financial Results August 6, 2019