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): November 8, 2022 (November 8, 2022)

 

 
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	 	30328	
(Address of principal executive offices)	   	(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:
 
¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)	
 	 	
¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)	
 	 	
¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))	
 	 	
¨	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  ¨
 
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. ¨

 

 

	Item 2.02.	Results of Operations and Financial Condition.	
 
On November 8, 2022, 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 nine months ended September 30, 2022. 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 November 8, 2022 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 nine months ended September 30, 2022. 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 included with this report:
 
Exhibit No.	 	Exhibit Description	
 	 	 	
99.1	 	Press Release of Veritiv Corporation issued November 8, 2022.	
 	 	 	
99.2	 	Additional Information of Veritiv Corporation issued November 8, 2022.	
 	 	 	
104	 	Cover Page Interactive Data File (embedded within the Inline XBRL document).	

 

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:	November 8, 2022	 	/s/ Susan B. Salyer	
 	 	 	 	Susan B. Salyer	
 	 	 	 	Senior Vice President, General Counsel & Corporate Secretary	

 

Exhibit 99.1

 
Veritiv Announces Record Third Quarter 2022 Net Income, EPS, Adjusted EBITDA, and Adjusted EBITDA Margin; Initiates Quarterly Dividend; Raises 2022 Earnings Guidance
 
Third Quarter Financial Highlights
 
	•	Net sales of $1.8 Billion, an increase of 2.1% from prior year; organic sales growth of 14.9%	
 
	•	Net Income and Diluted EPS of $96.7 Million and $6.86, respectively	
 
	•	Adjusted EBITDA and Adjusted EBITDA Margin1 of $141.3 Million and 7.8%, respectively	
 
	•	Net Leverage Ratio of 0.6x	
 
Dividend Highlights
 
	•	Company is announcing today that the Board of Directors authorized a quarterly cash dividend of $0.63 per share	
 
	•	Annual dividend yield of approximately 2%, based on our recent share price	
 
	•	Initial dividend to be paid during fourth quarter 2022	
 
ATLANTA (November 8, 2022) –Veritiv Corporation (NYSE: VRTV), a full-service provider of business-to-business products, services and solutions, today announced financial results for the third quarter ended September 30, 2022.
 
“Organic sales for the third quarter grew 15% fueled by a combination of above market volume performance in the U.S. corrugated and flexible Packaging businesses, pricing actions, and growth-oriented initiatives within key industry verticals,” said Sal Abbate, Chief Executive Officer. “Ongoing commercial and operational efficiency initiatives coupled with disciplined execution helped drive more than 50% year-over-year Adjusted EBITDA growth and our best Adjusted EBITDA margin performance across each of our segments for any quarter in company history. We believe our strategic actions over the past several years have fundamentally improved our business and positions us well to navigate the uncertain global economic environment.”
 
Abbate continued, “Today’s dividend announcement is the result of our fortified balance sheet and strong cash flow generation. Our improved and consistently strong financial performance and ongoing commercial and operational efficiency initiatives provide us with the confidence and flexibility to return excess capital to our shareholders while at the same time continuing to strategically invest in our business.”

 

For the three months ended September 30, 2022, compared to the three months ended September 30, 2021:
 
	•	Net sales were $1.8 billion, an increase of 2.1% from the prior year; organic sales increased 14.9%.	
 
	•	Net income was $96.7 million, compared to $40.0 million in the prior year. Net restructuring charges were $1.4 million, compared to $2.5 million in the prior year.	
 
	•	Basic and diluted earnings per share were $6.98 and $6.86, respectively, compared to $2.69 and $2.54, respectively, in the prior year.	
 
	•	Adjusted EBITDA was $141.3 million, an increase of 50.8% from the prior year.	
 
	•	Adjusted EBITDA margin was 7.8%, an increase of 250 basis points from the prior year.	
 
For the nine months ended September 30, 2022, compared to the nine months ended September 30, 2021:
 
	•	Net sales were $5.5 billion, an increase of 10.0% from the prior year; organic sales increased 17.9%.	
 
	•	Net income was $266.3 million, compared to $87.7 million in the prior year. Net restructuring charges were $5.5 million, compared to $12.0 million in the prior year.	
 
	•	Basic and diluted earnings per share were $18.49 and $18.04, respectively, compared to $5.68 and $5.40, respectively, in the prior year.	
 
	•	Adjusted EBITDA was $397.1 million, an increase of 75.2% from the prior year.	
 
	•	Adjusted EBITDA margin was 7.2%, an increase of 270 basis points from the prior year.	
 
For the three months ended September 30, 2022, net cash provided by operating activities was $96.6 million and free cash flow was $90.1 million. For the nine months ended September 30, 2022, net cash provided by operating activities was $158.9 million and free cash flow was $140.8 million.
 
“Our record earnings performance in the third quarter contributed to a record low net leverage ratio of 0.6x,” said Steve Smith, Chief Financial Officer. “We also completed our $200 million share repurchase program during the third quarter and repurchased 1.6 million shares over the course of this program, or approximately 10% of the shares outstanding. Since resuming share repurchases in March of 2021, we have repurchased approximately 3.3 million shares, or approximately 20% of the shares outstanding.”
 
Revised 2022 Guidance
 
Given the strong financial performance so far this year and favorable outlook for the remainder of the year, the Company now expects full year 2022 net income to be in the range of $320 to $340 million. Diluted earnings per share is estimated to be in the range of $22.00 to $23.50, based on approximately 14.5 million fully diluted shares outstanding. Adjusted EBITDA is now expected to be in the range of $510 to $530 million. Net cash provided by operating activities and free cash flow are still expected to be approximately $280 million and $250 million, respectively. Capital expenditures are still estimated to be approximately $30 million.
 
Quarterly Dividend
 
Veritiv Corporation’s Board of Directors approved a dividend of $0.63 per share payable on December 19, 2022 to shareholders of record as of the close of business on November 18, 2022.
 
1Adjusted EBITDA Margin is defined as Adjusted EBITDA as a percentage of net sales.
 
-----
 
Veritiv Corporation will host a conference call and webcast today, November 8, 2022, at 9 a.m. (ET) to discuss its third quarter financial results and full year 2022 guidance. To participate, callers within the United States (U.S.) and Canada can dial (888) 330-2469, and international callers can use the following link for international access numbers, https://events.evolveirportal.com/custom/access/2324, both using conference ID number 3047006. 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 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.
 
About Veritiv
 
Veritiv Corporation (NYSE: VRTV), headquartered in Atlanta and a Fortune 500® company, is a full-service provider of packaging, JanSan and hygiene products, services and solutions. Additionally, Veritiv provides print and publishing products. Serving customers in a wide range of industries both in North America and globally, Veritiv has distribution centers throughout the U.S. and Mexico, and team members around the world helping 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, strategy, business plans, prospects and guidance, statements related to the impact of COVID-19 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, 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 the risks and other factors described under “Risk Factors” and elsewhere in our Annual Report on Form 10-K and in the Company’s other publicly available reports filed with the Securities and Exchange Commission (“SEC”). Such risks and other factors, which in some instances are beyond the Company’s control, include: adverse impacts of the COVID-19 pandemic; the industry-wide decline in demand for paper and related products; increased competition from existing and non-traditional sources; procurement and other risks in obtaining packaging, facility products and paper from our suppliers for resale to our customers; changes in prices for raw materials; changes in trade policies and regulations; increases in the cost of fuel and third-party freight and the availability of third-party freight providers; the loss of any of our significant customers; inability to realize expected benefits of restructuring plans; adverse developments in general business and economic conditions that could impair our ability to use net operating loss carryforwards and other deferred tax assets; 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 ability to attract, train and retain highly qualified employees; our pension and health care costs and participation in multi-employer pension, health and welfare plans; the effects of work stoppages, union negotiations and labor disputes; our ability to generate sufficient cash to service our debt; increasing interest rates; our ability to refinance or restructure our debt on reasonable terms and conditions as might be necessary from time to time; our ability to comply with the covenants contained in our debt agreements; 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; changes in tax laws; adverse results from litigation, governmental investigations or audits, or tax-related proceedings or audits; regulatory changes and judicial rulings impacting our business; the impact of adverse developments in general business and economic conditions as well as conditions in the global capital and credit markets on demand for our products and services, our business including our international operations, and our customers; foreign currency fluctuations; inclement weather, widespread outbreak of an illness, anti-terrorism measures and other disruptions to our supply chain, distribution system and operations; our dependence on a variety of information technology and telecommunications systems and the Internet; our reliance on third-party vendors for various services; cybersecurity risks; 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 nine months ended September 30, 2022 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
September 30,	 	 	Nine Months Ended
September 30,	 	
 	 	2022	 	 	2021	 	 	2022	 	 	2021	 	
Net sales	 	$	1,804.1	 	 	$	1,767.8	 	 	$	5,482.9	 	 	$	4,985.7	 	
Cost of products sold (exclusive of depreciation and amortization shown separately below)	 	 	1,388.3	 	 	 	1,402.1	 	 	 	4,254.6	 	 	 	3,959.2	 	
Distribution expenses	 	 	93.4	 	 	 	103.4	 	 	 	303.8	 	 	 	308.9	 	
Selling and administrative expenses	 	 	194.9	 	 	 	189.7	 	 	 	573.5	 	 	 	537.0	 	
Gain on sale of businesses	 	 	(18.6	)	 	 	—	 	 	 	(28.6	)	 	 	(3.1	)	
Depreciation and amortization	 	 	10.8	 	 	 	13.3	 	 	 	34.6	 	 	 	42.1	 	
Restructuring charges, net	 	 	1.4	 	 	 	2.5	 	 	 	5.5	 	 	 	12.0	 	
Operating income (loss)	 	 	133.9	 	 	 	56.8	 	 	 	339.5	 	 	 	129.6	 	
Interest expense, net	 	 	4.8	 	 	 	3.8	 	 	 	12.3	 	 	 	13.4	 	
Other (income) expense, net	 	 	0.0	 	 	 	(1.1	)	 	 	(7.2	)	 	 	(3.8	)	
Income (loss) before income taxes	 	 	129.1	 	 	 	54.1	 	 	 	334.4	 	 	 	120.0	 	
Income tax expense (benefit)	 	 	32.4	 	 	 	14.1	 	 	 	68.1	 	 	 	32.3	 	
Net income (loss)	 	$	96.7	 	 	$	40.0	 	 	$	266.3	 	 	$	87.7	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Earnings (loss) per share:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Basic	 	$	6.98	 	 	$	2.69	 	 	$	18.49	 	 	$	5.68	 	
Diluted	 	$	6.86	 	 	$	2.54	 	 	$	18.04	 	 	$	5.40	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Weighted-average shares outstanding:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Basic	 	 	13.85	 	 	 	14.86	 	 	 	14.40	 	 	 	15.44	 	
Diluted	 	 	14.10	 	 	 	15.76	 	 	 	14.76	 	 	 	16.24	 	

 

VERITIV CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(dollars in millions, except par value, unaudited)
 
 	 	September 30, 2022	 	 	December 31, 2021	 	
Assets	 	 	 	 	 	 	 	 	
Current assets:	 	 	 	 	 	 	 	 	
Cash and cash equivalents	 	$	33.8	 	 	$	49.3	 	
Accounts receivable, less allowances of $28.6 and $34.4, respectively	 	 	962.3	 	 	 	1,011.2	 	
Inventories	 	 	449.2	 	 	 	484.5	 	
Other current assets	 	 	138.7	 	 	 	132.7	 	
Total current assets	 	 	1,584.0	 	 	 	1,677.7	 	
Property and equipment (net of accumulated depreciation and amortization of $317.8 and $332.4, respectively)	 	 	131.3	 	 	 	162.9	 	
Goodwill	 	 	96.3	 	 	 	99.6	 	
Other intangibles, net	 	 	36.7	 	 	 	42.7	 	
Deferred income tax assets	 	 	53.8	 	 	 	47.1	 	
Other non-current assets	 	 	337.5	 	 	 	408.4	 	
Total assets	 	$	2,239.6	 	 	$	2,438.4	 	
Liabilities and shareholders’ equity	 	 	 	 	 	 	 	 	
Current liabilities:	 	 	 	 	 	 	 	 	
Accounts payable	 	$	543.2	 	 	$	561.9	 	
Accrued payroll and benefits	 	 	84.9	 	 	 	110.0	 	
Other accrued liabilities	 	 	157.7	 	 	 	185.7	 	
Current portion of debt	 	 	13.8	 	 	 	16.0	 	
Total current liabilities	 	 	799.6	 	 	 	873.6	 	
Long-term debt, net of current portion	 	 	389.9	 	 	 	499.7	 	
Defined benefit pension obligations	 	 	4.2	 	 	 	7.2	 	
Other non-current liabilities	 	 	360.8	 	 	 	422.1	 	
Total liabilities	 	 	1,554.5	 	 	 	1,802.6	 	
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 - 17.5 million and 17.0 million, respectively; shares outstanding - 13.5 million and 14.6 million, respectively	 	 	0.2	 	 	 	0.2	 	
Additional paid-in capital	 	 	611.5	 	 	 	633.8	 	
Accumulated earnings (deficit)	 	 	409.5	 	 	 	143.2	 	
Accumulated other comprehensive loss	 	 	(19.0	)	 	 	(24.3	)	
Treasury stock at cost - 4.0 million and 2.4 million shares, respectively	 	 	(317.1	)	 	 	(117.1	)	
Total shareholders’ equity	 	 	685.1	 	 	 	635.8	 	
Total liabilities and shareholders’ equity	 	$	2,239.6	 	 	$	2,438.4	 	

 

VERITIV CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in millions, unaudited)
 
 	 	Nine Months Ended September 30,	 	
 	 	2022	 	 	2021	 	
Operating activities	 	 	 	 	 	 	 	 	
Net income (loss)	 	$	266.3	 	 	$	87.7	 	
Depreciation and amortization	 	 	34.6	 	 	 	42.1	 	
Amortization and write-off of deferred financing fees	 	 	1.2	 	 	 	1.1	 	
Net (gains) losses on disposition of assets and sale of businesses	 	 	(33.7	)	 	 	(9.1	)	
Provision for expected credit losses	 	 	2.6	 	 	 	4.6	 	
Deferred income tax provision (benefit)	 	 	(6.7	)	 	 	(0.3	)	
Stock-based compensation	 	 	7.7	 	 	 	5.7	 	
Other non-cash items, net	 	 	(7.5	)	 	 	1.3	 	
Changes in operating assets and liabilities	 	 	 	 	 	 	 	 	
Accounts receivable	 	 	(66.1	)	 	 	(120.1	)	
Inventories	 	 	(51.5	)	 	 	(20.4	)	
Other current assets	 	 	(5.5	)	 	 	(5.8	)	
Accounts payable	 	 	40.5	 	 	 	97.7	 	
Accrued payroll and benefits	 	 	(19.0	)	 	 	10.3	 	
Other accrued liabilities	 	 	(1.3	)	 	 	(11.6	)	
Other	 	 	(2.7	)	 	 	8.4	 	
Net cash provided by (used for) operating activities	 	 	158.9	 	 	 	91.6	 	
Investing activities	 	 	 	 	 	 	 	 	
Property and equipment additions	 	 	(18.1	)	 	 	(14.1	)	
Proceeds from asset sales and sale of businesses, net of cash transferred	 	 	158.2	 	 	 	15.8	 	
Proceeds from insurance related to property and equipment	 	 	3.3	 	 	 	—	 	
Net cash provided by (used for) investing activities	 	 	143.4	 	 	 	1.7	 	
Financing activities	 	 	 	 	 	 	 	 	
Change in book overdrafts	 	 	12.3	 	 	 	(0.9	)	
Borrowings of long-term debt	 	 	4,713.1	 	 	 	4,353.6	 	
Repayments of long-term debt	 	 	(4,799.4	)	 	 	(4,401.1	)	
Payments under right-of-use finance leases	 	 	(9.1	)	 	 	(10.2	)	
Payments under vendor-based financing arrangements	 	 	(3.2	)	 	 	—	 	
Deferred financing fees	 	 	—	 	 	 	(3.3	)	
Purchase of treasury stock	 	 	(200.0	)	 	 	(100.0	)	
Impact of tax withholding on share-based compensation	 	 	(30.0	)	 	 	(8.4	)	
Other	 	 	(0.2	)	 	 	0.2	 	
Net cash provided by (used for) financing activities	 	 	(316.5	)	 	 	(170.1	)	
Effect of exchange rate changes on cash	 	 	(1.3	)	 	 	(0.4	)	
Net change in cash and cash equivalents	 	 	(15.5	)	 	 	(77.2	)	
Cash and cash equivalents at beginning of period	 	 	49.3	 	 	 	120.6	 	
Cash and cash equivalents at end of period	 	$	33.8	 	 	$	43.4	 	
Supplemental cash flow information	 	 	 	 	 	 	 	 	
Cash paid for income taxes, net of refunds	 	$	78.7	 	 	$	37.2	 	
Cash paid for interest	 	 	10.7	 	 	 	11.9	 	
Non-cash investing and financing activities	 	 	 	 	 	 	 	 	
Non-cash additions to property and equipment for right-of-use finance leases and vendor-based financing arrangements	 	$	18.6	 	 	$	1.9	 	
Non-cash additions to other non-current assets for right-of-use operating leases	 	 	38.7	 	 	 	59.3	 	

 

Non-GAAP Measures
 
We supplement our financial information prepared in accordance with U.S. GAAP with certain non-GAAP measures including organic sales (net sales on an average daily sales basis, excluding revenue from sold businesses and revenue from acquired businesses for a period of 12 months after we complete the acquisition), 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 (benefits), fair value adjustments related to contingent liabilities assumed in mergers and acquisitions and certain other adjustments), free cash flow and other non-GAAP measures such as the Net Leverage Ratio (calculated as net debt divided by trailing twelve months of Adjusted EBITDA) and Return on Invested Capital (calculated as Net Operating Profit After Tax divided by the sum of net working capital and property and equipment. Net Operating Profit After Tax is defined as Adjusted EBITDA less depreciation and amortization times 1 minus the standard tax rate1). We believe investors commonly use Adjusted EBITDA, free cash flow and these other non-GAAP measures as key financial metrics for valuing companies; we also present organic sales to help investors better compare period-over-period results. In addition, the credit agreement governing our Asset-Based Lending Facility (the “ABL Facility”) permits us to exclude the foregoing and other charges in calculating “Consolidated EBITDA”, as defined in the ABL Facility.
 
Organic sales, Adjusted EBITDA, free cash flow and these other non-GAAP measures are not alternative measures of financial performance or liquidity 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. Organic sales, Adjusted EBITDA, free cash flow 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.
 
1 The Company uses a standard tax rate of 26% due to the historic volatility of the Company’s effective tax rate.

 

Table I
VERITIV CORPORATION
RECONCILIATION OF NON-GAAP MEASURES
NET INCOME (LOSS) TO ADJUSTED EBITDA; ADJUSTED EBITDA MARGIN
(in millions, unaudited)
 
 	 	Three Months Ended
September 30,	 	 	Nine Months Ended
September 30,	 	
 	 	2022	 	 	2021	 	 	2022	 	 	2021	 	
Net income (loss)	 	$	96.7	 	 	$	40.0	 	 	$	266.3	 	 	$	87.7	 	
Interest expense, net	 	 	4.8	 	 	 	3.8	 	 	 	12.3	 	 	 	13.4	 	
Income tax expense (benefit)	 	 	32.4	 	 	 	14.1	 	 	 	68.1	 	 	 	32.3	 	
Depreciation and amortization	 	 	10.8	 	 	 	13.3	 	 	 	34.6	 	 	 	42.1	 	
EBITDA	 	 	144.7	 	 	 	71.2	 	 	 	381.3	 	 	 	175.5	 	
Restructuring charges, net	 	 	1.4	 	 	 	2.5	 	 	 	5.5	 	 	 	12.0	 	
Gain on sale of businesses	 	 	(18.6	)	 	 	—	 	 	 	(28.6	)	 	 	(3.1	)	
Facility closure charges, including (gain) loss from asset disposition	 	 	1.9	 	 	 	0.2	 	 	 	1.0	 	 	 	(1.0	)	
Stock-based compensation	 	 	1.8	 	 	 	1.0	 	 	 	7.7	 	 	 	5.7	 	
LIFO reserve (decrease) increase	 	 	7.3	 	 	 	15.1	 	 	 	30.1	 	 	 	31.2	 	
Non-restructuring severance charges	 	 	0.5	 	 	 	3.6	 	 	 	2.0	 	 	 	5.5	 	
Non-restructuring pension charges (benefits)	 	 	—	 	 	 	—	 	 	 	(7.0	)	 	 	—	 	
Other	 	 	2.3	 	 	 	0.1	 	 	 	5.1	 	 	 	0.9	 	
Adjusted EBITDA	 	$	141.3	 	 	$	93.7	 	 	$	397.1	 	 	$	226.7	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Net sales	 	$	1,804.1	 	 	$	1,767.8	 	 	$	5,482.9	 	 	$	4,985.7	 	
Adjusted EBITDA as a % of net sales	 	 	7.8	%	 	 	5.3	%	 	 	7.2	%	 	 	4.5	%	

 

Table I.a.
VERITIV CORPORATION
RECONCILIATION OF NON-GAAP MEASURES
ADJUSTED EBITDA GUIDANCE
(in millions, unaudited)
 
 	 	Forecast for Year Ending December 31, 2022	 	
 	 	Low	 	 	High	 	
Net income (loss)	 	$	320	 	 	$	340	 	
Interest expense, net	 	 	15	 	 	 	15	 	
Income tax expense (benefit)	 	 	95	 	 	 	100	 	
Depreciation and amortization	 	 	45	 	 	 	45	 	
Other reconciling items	 	 	35	 	 	 	30	 	
Adjusted EBITDA	 	$	510	 	 	$	530	 	

 

Table II
VERITIV CORPORATION
RECONCILIATION OF NON-GAAP MEASURES
FREE CASH FLOW
(in millions, unaudited)
 
 	 	Three Months Ended
September 30, 2022	 	 	Nine Months Ended
September 30, 2022	 	
Net cash provided by (used for) operating activities	 	$	96.6	 	 	$	158.9	 	
Less: Capital expenditures	 	 	(6.5	)	 	 	(18.1	)	
Free cash flow	 	$	90.1	 	 	$	140.8	 	

 

Table II.a
VERITIV CORPORATION
RECONCILIATION OF NON-GAAP MEASURES
FREE CASH FLOW GUIDANCE
(in millions, unaudited)
 
 	 	 	Forecast for Year Ending December 31, 2022	 	
Net cash provided by (used for) operating activities	 	 	approximately $280	 	
Less: Capital expenditures	 	 	approximately ($30	)	
Free cash flow	 	 	approximately $250	 	

 

Table III
VERITIV CORPORATION
RECONCILIATION OF NON-GAAP MEASURES
NET DEBT TO ADJUSTED EBITDA
(in millions, unaudited)
 
 	 	September 30, 2022	 	
Amount drawn on ABL Facility	 	$	354.5	 	
Less: Cash and cash equivalents	 	 	(33.8	)	
Net debt	 	$	320.7	 	
 	 	 	 	 	
Last Twelve Months Adjusted EBITDA	 	$	513.0	 	
 	 	 	 	 	
Net debt to Adjusted EBITDA	 	 	0.6	x	
 
 	 	Last Twelve Months	 	
 	 	September 30, 2022	 	
Net income (loss)	 	$	323.2	 	
Interest expense, net	 	 	16.1	 	
Income tax expense (benefit)	 	 	88.7	 	
Depreciation and amortization	 	 	47.7	 	
EBITDA	 	 	475.7	 	
Restructuring charges, net	 	 	8.9	 	
Gain on sale of businesses	 	 	(28.6	)	
Facility closure charges, including (gain) loss from asset disposition	 	 	2.1	 	
Stock-based compensation	 	 	9.4	 	
LIFO reserve (decrease) increase	 	 	42.5	 	
Non-restructuring severance charges	 	 	4.3	 	
Non-restructuring pension charges (benefits)	 	 	(6.5	)	
Other	 	 	5.2	 	
Adjusted EBITDA	 	$	513.0	 	

 

Table IV
VERITIV CORPORATION
RECONCILIATION OF NON-GAAP MEASURES
REPORTED SALES GROWTH TO ORGANIC SALES GROWTH
(in millions, unaudited)
 
 	 	Three Months Ended
September 30,	 	 	Nine Months Ended
September 30,	 	
 	 	2022	 	 	2021	 	 	2022	 	 	2021	 	
Reported sales growth	 	 	2.1	%	 	 	11.1	%	 	 	10.0	%	 	 	6.0	%	
Impact of change in selling days1	 	 	—	%	 	 	—	%	 	 	—	%	 	 	0.6	%	
Sales per day growth	 	 	2.1	%	 	 	11.1	%	 	 	10.0	%	 	 	6.6	%	
Business divestitures2	 	 	12.8	%	 	 	1.5	%	 	 	7.9	%	 	 	(0.3	)%	
Organic sales growth	 	 	14.9	%	 	 	12.6	%	 	 	17.9	%	 	 	6.3	%	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Business Days	 	 	64	 	 	 	64	 	 	 	191	 	 	 	191	 	
 
1 Adjustment for differences in the number of selling days.	
2 Represents the net sales of each of the following divested businesses prior to its respective divestiture: Rollsource (March 31, 2021), Veritiv Canada, Inc. (May 2, 2022) and the logistics solutions business (September 1, 2022).	

 

Veritiv Contacts:
 
Investors: Scott Palfreeman, 844-845-2136	Media: Kristie Madara, 770-391-8471	

 

1 THIRD QUARTER 2022 FINANCIAL RESULTS November 8, 2022 Exhibit 99.2

2 SCOTT PALFREEMAN Director of Finance and Investor Relations SCOTT PALFREEMAN Vice President of Finance and Investor Relations

3 Safe Harbor Provision Certain statements contained in this presentation regarding Veritiv Corporation’s (the "Company") future operating results, p erf ormance, strategy, business plans, prospects and guidance, statements related to the impact of COVID - 19 and any other statements not constituting historical fact are "forward - lo oking 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, h ave 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 si gni ficant risks, uncertainties and contingencies, which could cause the Company’s actual operating results, performance, business plans, prospects or guidance to differ materially f rom those expressed in, or implied by, these statements. Factors that could cause actual results to differ materially from current expectations include the risks and other factors de scr ibed under "Risk Factors" and elsewhere in our Annual Report on Form 10 - K and in the Company's other publicly available reports filed with the Securities and Exchange Commission ("SE C"). Such risks and other factors, which in some instances are beyond the Company's control, include: adverse impacts of the COVID - 19 pandemic; the industry - wide decline in dema nd for paper and related products; increased competition from existing and non - traditional sources; procurement and other risks in obtaining packaging, facility products and paper from our suppliers for resale to our customers; changes in prices for raw materials; changes in trade policies and regulations; increases in the cost of fuel and third - party fr eight and the availability of third - party freight providers; the loss of any of our significant customers; inability to realize expected benefits of restructuring plans; adverse developments in general business and economic conditions that could impair our ability to use net operating loss carryforwards and other deferred tax assets; our ability to adequately protect o ur material intellectual property and other proprietary rights, or to defend successfully against intellectual property infringement claims by third parties; our ability to attract, train and ret ain highly qualified employees; our pension and health care costs and participation in multi - employer pension, health and welfare plans; the effects of work stoppages, union negotiations a nd labor disputes; our ability to generate sufficient cash to service our debt; increasing interest rates; our ability to refinance or restructure our debt on reasonable terms and cond iti ons as might be necessary from time to time; our ability to comply with the covenants contained in our debt agreements; costs to comply with laws, rules and regulations, including envir onm ental, health and safety laws, and to satisfy any liability or obligation imposed under such laws; changes in tax laws; adverse results from litigation, governmental investiga tio ns or audits, or tax - related proceedings or audits; regulatory changes and judicial rulings impacting our business; the impact of adverse developments in general business and ec ono mic conditions as well as conditions in the global capital and credit markets on demand for our products and services, our business including our international operations, and our customers; foreign currency fluctuations; inclement weather, widespread outbreak of an illness, anti - terrorism measures and other disruptions to our supply chain, distribution syst em and operations; our dependence on a variety of information technology and telecommunications systems and the Internet; our reliance on third - party vendors for various services ; cybersecurity risks; 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. This pr ese ntation should be read together with the Company’s press release furnished to the SEC earlier today through a Form 8 - K. The Company’s Quarterly Report on Form 10 - Q for the three a nd nine months ended September 30, 2022 to be filed with the SEC may contain updates to the information included in this presentation and the related press release.

SAL ABBATE Chief Executive Officer

Financial Results Third Quarter 2022 Compared to Prior Year 5 1. Please see the appendix for reconciliations of non - GAAP measures to the most comparable U.S. GAAP measures . Strong organic sales growth and continued operational excellence contributed to the best Net Income, Diluted Earnings Per Share, Adjusted EBITDA and Adjusted EBITDA margin performance for any quarter in Company history. Organic Sales 1 +14.9% NET SALES NET INCOME DILUTED EPS ADJ. EBITDA 1 ADJ. EBITDA MARGIN 1 $1.8B $96.7M $6.86 $141.3M 7.8% +2.1% +142% +170% +51% +250 bps UP $36.3M UP $56.7M UP $4.32 / share UP $47.6M FROM 5.3% Last Twelve Months $323M

Packaging Segment Performance 6 Comments : • Strong organic sales growth of 10% and above - market corrugated volume performance • Record Adjusted EBITDA of $115 million and Adjusted EBITDA margin of 11.6%, despite Canada divestiture • Canada contributed ~$ 6M to Adjusted EBITDA in 3Q’21 • Fourteen consecutive quarters of year - over - year improvement in Adjusted EBITDA margin • Further established position as the leading provider of business - to - business Packaging solutions in North America $86M $107M $115M $50M $75M $100M $125M 3Q'20 3Q'21 3Q'22 Adjusted EBITDA 10.1% 11.0% 11.6% 7.0% 9.0% 11.0% 13.0% 3Q'20 3Q'21 3Q'22 Adjusted EBITDA Margin $848M $971M $988M $700M $800M $900M $1,000M 3Q'20 3Q'21 3Q'22 Net Sales

7 Business Update Comments : • Consistent financial performance from the continued success of commercial and operational efficiency initiatives • Launched first wave of initiatives in 2019 and fundamentally changed the business • Focused on next wave of strategic initiatives including ecommerce and next - generation supply chain • Majority of benefits from strategic initiatives believed to be sustainable

Adjusted EBITDA Margin & ROIC Improvement 1. See appendix for reconciliations of non - GAAP measures to the most comparable U.S. GAAP measures. Successful execution of commercial and operational efficiency initiatives and prudent use of assets to maximize returns resulted in the significant improvement in Adjusted EBTIDA Margin and Return on Invested Capital since 2019 8 6.1% 9.0% 20.4% 33.9% FY21 FY19 FY20 LTM 3Q22 +28 ppt Return on Invested Capital 1 2.0% 3.0% 5.0% 7.0% FY20 FY19 FY21 LTM 3Q22 Adjusted EBITDA Margin 1 • Exited Rollsource • Exited Canada and freight brokerage business • Exited redistribution business • Exited retail storefronts

STEVE SMITH Chief Financial Officer

Segment and Consolidated Financial Results Third Quarter 2022 1. Please see the appendix for reconciliations of non - GAAP measures to the most comparable U.S. GAAP measures. 2. Adjusted EBITDA may not sum due to rounding. 10 1, 2 3Q 2022 Full Year 2021 Adj. EBITDA Adj. EBITDA % of Net Sales Change from PY Change from PY $115M 11.6% +7.6% +60 bps $16M 8.7% +16.4% +290 bps $64M 10.4% +110.8% +470 bps Corporate & Other ($54M) $141M 7.8% +50.8% +250 bps Veritiv Consolidated Packaging Facility Solutions Print Solutions

Cash Flow; Low Leverage 1. Calculated as net debt divided by trailing twelve months of Adjusted EBITDA. 2. Cash flow from operations less capital expenditures. 3 . S ee appendix for reconciliations of non - GAAP measures to the most comparable U.S. GAAP measures . Significant net leverage reduction since 2019 driven by healthy free cash flow generated from increased earnings and disciplined working capital reductions 11 $0M • Working capital initiatives • Secular decline in Print • Investment in growth • Strong earnings performance $247M $266M $134M ~ $250M - $100M $200M $300M FY19 FY20 FY21 FY22E Free Cash Flow 2,3 4.1x 2.1x 1.1x 0.6x 0.0x 1.0x 2.0x 3.0x 4.0x 5.0x FY19 FY20 FY21 3Q22 Net Leverage Ratio 1, 3

Capital Allocation Capital Allocation Priorities: • Invest in the business: • Organic • Inorganic • Return value to shareholders 2022 CapEx: Approximately $30M Completed $200M Share Repurchase Program Reduction in net leverage below long - term target of 3x enabled $200M share repurchase program and investments in growth. Record low net leverage provides both financial and strategic optionality. Scope and/or Scale Acquisitions Disciplined Approach 12

ROIC Improvement 1. See appendix for reconciliations of non - GAAP measures to the most comparable U.S. GAAP measures. Commercial and operational efficiency initiatives combined with working capital improvements have significantly improved ROIC since 2019 13 6.1% 9.0% 20.4% 33.9% FY19 FY20 FY21 LTM 3Q22 +28 ppt Return on Invested Capital 1 Drivers of ROIC Improvement: • Overall earnings improvement • Exited lower - margin, lower - ROIC businesses • Prioritized capital to higher - ROIC Packaging business • Strategically reduced customer risk resulting in a large reduction of bad debt expense • Centralized inventory management to reduce inventory balances and reduced number of warehouses

SAL ABBATE Chief Executive Officer

Outlook Full Year 2022 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. Net Income $320 – $340 Million (estimated 22 - 24% effective tax rate) Diluted Earnings per Share $22.00 – $23.50 (approximately 14.5 million shares) Adjusted EBITDA 1 $510 – $530 Million Free Cash Flow 1,2 Approximately $250 Million Capital Expenditures Approximately $30 Million 15 Comments : • Despite divestures, raised net income, diluted earnings per share and Adjusted EBITDA guidance • Accelerated net income growth; full - year net income guidance mid - point more than double prior year • Segment Adjusted EBITDA margins expected to be above prior year levels • Favorable Print market dynamics will likely continue into early 2023 Quarterly Dividend: • Announced $0.63 per share quarterly cash dividend

Key Messages Commercial and Operational Excellence • Support unique customer needs through a specialized salesforce 16 Value - Added Products and Sustainable Solutions • Higher margin value - added products and customized and sustainable solutions contribute to above - market growth Specialized Product and Industry Expertise • Commercial and operational initiatives continue to provide strong earning momentum • Structural industry changes driven by continued capacity reductions • Successful business initiatives resulting in improved margins Print Industry Structural Changes and Sustained Improvements

Questions 17

18 SCOTT PALFREEMAN Director of Finance and Investor Relations SAL ABBATE Chief Executive Officer

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 organic s ales (net sales on an average daily sales basis, excluding revenue from sold businesses and revenue from acquired businesses for a period of 12 mon ths after we complete the acquisition), 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 clos ing s, consolidation, and relocation and other business optimization expenses, stock - based compensation expense, changes in the LIFO reserve, non - restruct uring asset impairment charges, non - restructuring severance charges, non - restructuring pension charges (benefits), fair value adjustments related to co ntingent liabilities assumed in mergers and acquisitions and certain other adjustments), free cash flow and other non - GAAP measures such as the Net Leverage Rat io (calculated as net debt divided by trailing twelve months of Adjusted EBITDA) and Return on Invested Capital (calculated as Net Operating Profit Afte r T ax divided by the sum of net working capital and property and equipment. Net Operating Profit After Tax is defined as Adjusted EBITDA less depreciation an d a mortization times 1 minus the standard tax rate 1 ). We believe investors commonly use Adjusted EBITDA, free cash flow and these other non - GAAP measures as key financial metrics for valuing companies; we also present organic sales to help investors better compare period - over - period results. In addition, the c redit agreement governing our Asset - Based Lending Facility (the "ABL Facility") permits us to exclude the foregoing and other charges in calculating "Consolid ated EBITDA", as defined in the ABL Facility. Organic sales, Adjusted EBITDA, free cash flow, Return on Invested Capital and these other non - GAAP measures are not alternative measures of financial performance or liquidity under U.S. GAAP. Non - GAAP measures do not have definitions under U.S. GAAP and may be defined different ly by, and not be comparable to, similarly titled measures used by other companies. As a result, we consider and evaluate non - GAAP measures in con nection 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 su ch non - GAAP measures and to consider them with the most directly comparable U.S. GAAP measures. Organic sales, Adjusted EBITDA, free cash flow and th ese other non - GAAP measures have limitations as analytical tools and should not be considered in isolation or as a substitute for analyzing our res ults 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. 1 The Company uses a standard tax rate of 26% due to the historic volatility of the Company’s effective tax rate. 19

Appendix Reconciliation of Non - GAAP Financial Measures 20 2022 2021 Net income (loss) $ 96.7 $ 40.0 Interest expense, net 4.8 3.8 Income tax expense (benefit) 32.4 14.1 Depreciation and amortization 10.8 13.3 EBITDA 144.7 71.2 Restructuring charges, net 1.4 2.5 Gain on sale of businesses (18.6) — Facility closure charges, including (gain) loss from asset disposition 1.9 0.2 Stock-based compensation 1.8 1.0 LIFO reserve (decrease) increase 7.3 15.1 Non-restructuring severance charges 0.5 3.6 Other 2.3 0.1 Adjusted EBITDA $ 141.3 $ 93.7 Net sales $ 1,804.1 $ 1,767.8 Adjusted EBITDA as a % of net sales 7.8 % 5.3 % Three Months Ended September 30, Table I VERITIV CORPORATION NET INCOME (LOSS) TO ADJUSTED EBITDA; ADJUSTED EBITDA MARGIN (in millions, unaudited)

21 Appendix Reconciliation of Non - GAAP Financial Measures Low High Net income (loss) $ 320 $ 340 Interest expense, net 15 15 Income tax expense (benefit) 95 100 Depreciation and amortization 45 45 Other reconciling items 35 30 Adjusted EBITDA $ 510 $ 530 Forecast for Year Ending December 31, 2022 Table I.a. VERITIV CORPORATION ADJUSTED EBITDA GUIDANCE (in millions, unaudited)

22 Appendix Reconciliation of Non - GAAP Financial Measures Three Months Ended September 30, 2022 Net cash provided by (used for) operating activities $ 96.6 Less: Capital expenditures (6.5) Free cash flow $ 90.1 Table II VERITIV CORPORATION FREE CASH FLOW (in millions, unaudited)

23 Appendix Reconciliation of Non - GAAP Financial Measures Forecast for Year Ending December 31, 2022 Net cash provided by (used for) operating activities approximately $280 Less: Capital expenditures approximately ($30) Free cash flow approximately $250 Table II.a VERITIV CORPORATION FREE CASH FLOW GUIDANCE (in millions, unaudited)

24 Appendix Reconciliation of Non - GAAP Financial Measures VERITIV CORPORATION FREE CASH FLOW (in millions, unaudited) 2021 2020 2019 Net cash flows provided by (used for) operating activities 154.7$ 289.2$ 281.0$ Less: Capital expenditures (20.4) (23.6) (34.1) Free cash flow 134.3$ 265.6$ 246.9$ Table ll.b Year Ended December 31,

25 Appendix Reconciliation of Non - GAAP Financial Measures September 30, 2022 Amount drawn on ABL Facility $ 354.5 Less: Cash and cash equivalents (33.8) Net debt $ 320.7 Last Twelve Months Adjusted EBITDA $ 513.0 Net debt to Adjusted EBITDA 0.6x Last Twelve Months September 30, 2022 Net income (loss) $ 323.2 Interest expense, net 16.1 Income tax expense (benefit) 88.7 Depreciation and amortization 47.7 EBITDA 475.7 Restructuring charges, net 8.9 Gain on sale of businesses (28.6) Facility closure charges, including (gain) loss from asset disposition 2.1 Stock-based compensation 9.4 LIFO reserve (decrease) increase 42.5 Non-restructuring severance charges 4.3 Non-restructuring pension charges (benefits) (6.5) Other 5.2 Adjusted EBITDA $ 513.0 Net Sales 7,347.7 Adjusted EBITDA as a % of Net Sales 7.0% Table III VERITIV CORPORATION RECONCILIATION OF NON-GAAP MEASURES NET DEBT TO ADJUSTED EBITDA (in millions, unaudited)

26 Appendix Reconciliation of Non - GAAP Financial Measures 2021 2020 2019 Amount drawn on ABL Facility 440.8$ 520.2$ 673.2$ Less: Cash and cash equivalents (49.3) (120.6) (38.0) Net debt 391.5$ 399.6$ 635.2$ Last twelve months Adjusted EBITDA 342.6$ 187.6$ 155.9$ Net debt to Adjusted EBITDA 1.1x 2.1x 4.1x 2021 2020 2019 Net income (loss) 144.6$ 34.2$ (29.5)$ Interest expense, net 17.2 25.1 38.1 Income tax expense (benefit) 52.9 8.8 0.7 Depreciation and amortization 55.2 57.7 53.5 EBITDA 269.9 125.8 62.8 Restructuring charges, net 15.4 52.2 28.8 Gain on sale of businesses (3.1) - - Facility closure charges, including (gain) loss from asset disposition 0.1 (3.7) - Stock-based compensation 7.4 17.7 14.6 LIFO reserve (decrease) increase 43.6 (1.5) (3.7) Non-restructuring severance charges 7.8 4.1 8.4 Non-restructuring pension charges (benefits) 0.5 7.2 6.6 Integration, acquisition and merger expenses - - 17.5 Fair value adjustment on Tax Receivable Agreement contingent liability - (19.1) 0.3 Fair value adjustment on contingent consideration liability - 1.0 13.1 Escheat audit contingent liability - (0.2) 3.7 Other 1.0 4.1 3.8 Adjusted EBITDA 342.6$ 187.6$ 155.9$ Net Sales 6,850.5$ 6,345.6$ 7,659.4$ Adjusted EBITDA Margin 5.0% 3.0% 2.0% Table lll.a VERITIV CORPORATION RECONCILIATION OF NON-GAAP MEASURES NET DEBT TO ADJUSTED EBITDA (in millions, unaudited) Year Ended December 31,

27 Appendix Reconciliation of Non - GAAP Financial Measures 1. Adjustment for differences in the number of selling days. 2. Represents the net sales of each of the following divested businesses prior to its respective divestiture: Rollsource (March 31, 2021), Veritiv Canada, Inc. (May 2, 2022) and the logistics solutions business (September 1, 2022). 2022 2021 2022 2021 2022 2021 2022 2021 2022 2021 Reported net sales 1,804.1$ 1,767.8$ 988.1$ 970.6$ 180.1$ 232.3$ 616.6$ 535.6$ 19.3$ 29.3$ Impact of change in selling days 1 - - - - - - - - - - Net sales (on an average daily sales basis) 1,804.1 1,767.8 988.1 970.6 180.1 232.3 616.6 535.6 19.3 29.3 Business divestitures 2 (19.3) (213.8) - (71.5) - (68.0) - (45.0) (19.3) (29.3) Organic sales 1,784.8$ 1,554.0$ 988.1$ 899.1$ 180.1$ 164.3$ 616.6$ 490.6$ -$ -$ Business Days 64 64 64 64 64 64 64 64 64 64 2022 2021 2022 2021 2022 2021 2022 2021 2022 2021 Reported sales growth 5,482.9$ 4,985.7$ 2,992.8$ 2,740.2$ 605.3$ 663.1$ 1,806.4$ 1,495.9$ 78.4$ 86.5$ Impact of change in selling days 1 - - - - - - - - - - Net sales (on an average daily sales basis) 5,482.9 4,985.7 2,992.8 2,740.2 605.3 663.1 1,806.4 1,495.9 78.4 86.5 Business divestitures 2 (338.2) (620.9) (100.3) (199.8) (86.9) (193.8) (72.6) (140.8) (78.4) (86.5) Organic sales 5,144.7$ 4,364.8$ 2,892.5$ 2,540.4$ 518.4$ 469.3$ 1,733.8$ 1,355.1$ -$ -$ Business Days 191 191 191 191 191 191 191 191 191 191 RECONCILIATION OF NON-GAAP MEASURES Corporate Table IV VERITIV CORPORATION REPORTED NET SALES TO ORGANIC SALES (in millions, unaudited) Three Months Ended September 30, Print Solutions Print Solutions Total Company Packaging Facility Solutions Total Company Packaging Facility Solutions Nine Months Ended September 30, Corporate

28 Appendix Reconciliation of Non - GAAP Financial Measures 1. The Company uses a standard tax rate of 26% due to the historic volatility of the Company’s effective tax rate. 2. Average invested capital is calculated using the balances at the end of each quarter for the last 12 months. Last Twelve Months September 30, 2022 2021 2020 2019 Adjusted EBITDA 513.0$ 342.6$ 187.6$ 155.9$ Depreciation and amortization 47.7 55.2 57.7 53.5 Adjusted EBIT 465.3 287.4 129.9 102.4 Taxes at standard rate 1 (121.0) (74.7) (33.8) (26.6) Net Operating Profit After Tax 344.3 212.7 96.1 75.8 Property and equipment, net 2 141.6 170.9 205.7 209.4 Accounts receivable 2 971.6 926.4 841.9 988.2 Inventories 2 441.3 486.7 491.1 618.8 Accounts payable 2 (537.7) (540.7) (476.3) (570.0) Net Invested Capital 1,016.8 1,043.3 1,062.4 1,246.4 ROIC 33.9% 20.4% 9.0% 6.1% Year Ended December 31, Table V VERITIV CORPORATION RECONCILIATION OF NON-GAAP MEASURES RETURN ON INVESTED CAPITAL (in millions, unaudited)

29 THIRD QUARTER 2022 FINANCIAL RESULTS November 8, 2022