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 7, 2017 ( November 7, 2017 )

 

 
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)	(IRS 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

 

(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))	
 
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 7, 2017 , 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, 2017. 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 7, 2017 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, 2017. 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 November 7, 2017.	
 	 	 	
99.2	 	Additional Information of Veritiv Corporation issued November 7, 2017.	

 
 
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 7, 2017	 	/s/ Mark W. Hianik	 	
 	 	 	Mark W. Hianik	 	
 	 	 	Senior Vice President, General Counsel & Corporate Secretary	 	

 
 
EXHIBIT INDEX

Exhibit No.	 	Exhibit Description	
 	 	 	
99.1	 	Press Release of Veritiv Corporation issued November 7, 2017.	
 	 	 	
99.2	 	Additional Information of Veritiv Corporation issued November 7, 2017.	

 

 
 
Exhibit 99.1

 
Veritiv Announces Third Quarter 2017
Financial Results

Reports Third Quarter Net Sales of $2.1 Billion,
Net Loss of $(14.3) Million,
Basic and Diluted Loss per Share of $(0.91), and
Adjusted EBITDA of $44.1 Million
 
ATLANTA (November 7, 2017) – Veritiv Corporation (NYSE: VRTV), a North American leader in business-to-business distribution solutions, today announced financial results for the third quarter ended September 30, 2017.
 
"Our revenue growth in both Packaging and Facility Solutions was the strongest year-over-year quarterly comparison we have experienced since the merger closing," said Mary Laschinger, Chairman and CEO of Veritiv Corporation. "While we are pleased with our revenue trajectory in Packaging and Facility Solutions, the ongoing secular declines in Print and Publishing, along with significant charges for bad debt and incremental supply chain costs from ongoing warehouse consolidations, adversely affected our quarterly earnings."
 
"Our consolidated adjusted EBITDA was also impacted by additional investments in our growth segments. While these planned investments helped to drive the revenue improvements in these segments, they continued to have a near-term impact on earnings. We believe these investments are critical to offset the challenges in Print and Publishing and for the long-term success of Veritiv," said Laschinger.
 
For the three months ended September 30, 2017, compared to the three months ended September 30, 2016:
	•	Net sales were $2.1 billion, a decrease of 0.5% from the prior year. Net sales increased 2.3% from the prior year, excluding the positive effect of foreign currency (0.4%) and the negative effect of two less shipping days (3.2%) in the third quarter of 2017.	
	•	Net loss was $(14.3) million, compared to net income of $5.6 million in the prior year. Acquisition, integration and restructuring charges were $16.9 million in the third quarter of 2017 and $13.1 million in the prior year.	
	•	Basic and diluted loss per share was $(0.91), compared to $0.35 and $0.34 for basic and diluted earnings per share, respectively, in the prior year.	
	•	Adjusted EBITDA was $44.1 million, a decrease of 22.8% from the prior year.	
	•	Adjusted EBITDA as a percentage of net sales was 2.1%, a decrease of 60 basis points from the prior year.	

 

For the nine months ended September 30, 2017, compared to the nine months ended September 30, 2016:
	•	Net sales were $6.1 billion, a decrease of 1.1% from the prior year. Net sales declined 0.1% from the prior year, excluding the negative effect of two less shipping days (1.0%) in 2017.	
	•	Net loss was $(25.6) million, compared to net income of $16.8 million in the prior year. Acquisition, integration and restructuring charges were $58.1 million in 2017 and $26.8 million in the prior year.	
	•	Basic and diluted loss per share was $(1.63), compared to $1.05 and $1.04 for basic and diluted earnings per share, respectively, in the prior year.	
	•	Adjusted EBITDA was $116.4 million, a decrease of 18.1% from the prior year.	
	•	Adjusted EBITDA as a percentage of net sales was 1.9%, a decrease of 40 basis points from the prior year.	
 
“Our integration continues to focus on warehouse consolidations and the implementation of our common operating system platform.  We expect the operating system conversion will be about two-thirds complete by year-end 2017 and fully implemented in 2018,” said Stephen Smith, Senior Vice President and Chief Financial Officer of Veritiv Corporation.  "These activities should improve our customers' experiences and move us towards the optimization phase of our strategy."
 
Veritiv Corporation will host a live conference call and webcast today, November 7, 2017 , at 10 a.m. (ET) to discuss its third quarter 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 89230388.  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.

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 approx imately 170 operating distribution centers throughout the U.S., Canada and Mexico, and employs approximately 8,900 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; foreign currency fluctuations; our ability to collect trade receivables from customers to whom we extend credit; 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; fuel cost increases; 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 anticipated synergies, cost savings and growth opportunities from the merger transaction, 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 nine months ended September 30, 2017 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,	 	
 	 	2017	 	 	2016	 	 	2017	 	 	2016	 	
Net sales	 	$	2,116.8	 	 	$	2,126.6	 	 	$	6,140.3	 	 	$	6,207.2	 	
Cost of products sold (exclusive of depreciation and amortization shown separately below)	 	 	1,736.6	 	 	 	1,743.8	 	 	 	5,026.4	 	 	 	5,086.2	 	
Distribution expenses	 	 	132.0	 	 	 	126.0	 	 	 	380.9	 	 	 	375.2	 	
Selling and administrative expenses	 	 	228.7	 	 	 	207.3	 	 	 	650.4	 	 	 	615.9	 	
Depreciation and amortization	 	 	13.1	 	 	 	13.4	 	 	 	39.9	 	 	 	40.5	 	
Acquisition and integration expenses	 	 	14.2	 	 	 	7.3	 	 	 	28.1	 	 	 	19.6	 	
Restructuring charges	 	 	2.7	 	 	 	5.8	 	 	 	30.0	 	 	 	7.2	 	
Operating income (loss)	 	 	(10.5	)	 	 	23.0	 	 	 	(15.4	)	 	 	62.6	 	
Interest expense, net	 	 	8.3	 	 	 	8.2	 	 	 	22.1	 	 	 	21.1	 	
Other expense, net	 	 	(0.5	)	 	 	1.2	 	 	 	1.2	 	 	 	6.3	 	
Income (loss) before income taxes	 	 	(18.3	)	 	 	13.6	 	 	 	(38.7	)	 	 	35.2	 	
Income tax expense (benefit)	 	 	(4.0	)	 	 	8.0	 	 	 	(13.1	)	 	 	18.4	 	
Net income (loss)	 	$	(14.3	)	 	$	5.6	 	 	$	(25.6	)	 	$	16.8	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Earnings (loss) per share:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Basic earnings (loss) per share	 	$	(0.91	)	 	$	0.35	 	 	$	(1.63	)	 	$	1.05	 	
Diluted earnings (loss) per share	 	$	(0.91	)	 	$	0.34	 	 	$	(1.63	)	 	$	1.04	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Weighted average shares outstanding:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Basic	 	 	15.70	 	 	 	16.00	 	 	 	15.70	 	 	 	16.00	 	
Diluted	 	 	15.70	 	 	 	16.27	 	 	 	15.70	 	 	 	16.05	 	

 

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

 	 	September 30,
2017	 	 	December 31,
2016	 	
Assets	 	 	 	 	 	 	 	 	
Current assets:	 	 	 	 	 	 	 	 	
Cash	 	$	76.5	 	 	$	69.6	 	
Accounts receivable, less allowances of $45.2 and $34.5, respectively	 	 	1,165.1	 	 	 	1,048.3	 	
Related party receivable	 	 	3.8	 	 	 	3.9	 	
Inventories	 	 	772.6	 	 	 	707.9	 	
Other current assets	 	 	134.7	 	 	 	118.9	 	
Total current assets	 	 	2,152.7	 	 	 	1,948.6	 	
Property and equipment (net of depreciation and amortization of $317.9 and $292.8, respectively)	 	 	341.5	 	 	 	371.8	 	
Goodwill	 	 	105.3	 	 	 	50.2	 	
Other intangibles, net	 	 	68.3	 	 	 	21.0	 	
Deferred income tax assets	 	 	76.3	 	 	 	61.8	 	
Other non-current assets	 	 	31.0	 	 	 	30.3	 	
Total assets	 	$	2,775.1	 	 	$	2,483.7	 	
Liabilities and shareholders' equity	 	 	 	 	 	 	 	 	
Current liabilities:	 	 	 	 	 	 	 	 	
Accounts payable	 	$	696.3	 	 	$	654.1	 	
Related party payable	 	 	11.2	 	 	 	9.0	 	
Accrued payroll and benefits	 	 	61.5	 	 	 	84.4	 	
Other accrued liabilities	 	 	130.1	 	 	 	102.5	 	
Current maturities of long-term debt	 	 	1.8	 	 	 	2.9	 	
Financing obligations, current portion (including obligations to related party of $10.4 and $14.9, respectively)	 	 	11.1	 	 	 	14.9	 	
Total current liabilities	 	 	912.0	 	 	 	867.8	 	
Long-term debt, net of current maturities	 	 	972.0	 	 	 	749.2	 	
Financing obligations, less current portion (including obligations to related party of $155.2 and $176.1, respectively)	 	 	181.9	 	 	 	176.1	 	
Defined benefit pension obligations	 	 	25.3	 	 	 	27.6	 	
Other non-current liabilities	 	 	148.2	 	 	 	121.2	 	
Total liabilities	 	 	2,239.4	 	 	 	1,941.9	 	
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, 16.0 million shares issued; shares outstanding - 15.7 million at September 30, 2017 and December 31, 2016 respectively	 	 	0.2	 	 	 	0.2	 	
Additional paid-in capital	 	 	586.1	 	 	 	574.5	 	
Accumulated earnings (deficit)	 	 	(5.9	)	 	 	19.7	 	
Accumulated other comprehensive loss	 	 	(31.1	)	 	 	(39.0	)	
Treasury stock at cost - 0.3 million shares at September 30, 2017 and December 31, 2016	 	 	(13.6	)	 	 	(13.6	)	
Total shareholders' equity	 	 	535.7	 	 	 	541.8	 	
Total liabilities and shareholders' equity	 	$	2,775.1	 	 	$	2,483.7	 	

 

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

 	 	Nine Months Ended September 30,	 	
 	 	2017	 	 	2016	 	
Operating activities	 	 	 	 	 	 	 	 	
Net income (loss)	 	$	(25.6	)	 	$	16.8	 	
Depreciation and amortization	 	 	39.9	 	 	 	40.5	 	
Amortization of deferred financing fees	 	 	1.9	 	 	 	4.9	 	
Net losses (gains) on dispositions of property and equipment	 	 	(4.0	)	 	 	(2.7	)	
Long-lived asset impairment charges	 	 	8.4	 	 	 	4.0	 	
Provision for allowance for doubtful accounts	 	 	11.6	 	 	 	0.4	 	
Deferred income tax provision (benefit)	 	 	(14.3	)	 	 	8.1	 	
Stock-based compensation	 	 	11.6	 	 	 	7.2	 	
Other non-cash items, net	 	 	2.5	 	 	 	4.7	 	
Changes in operating assets and liabilities	 	 	 	 	 	 	 	 	
Accounts receivable and related party receivable	 	 	(87.5	)	 	 	(48.6	)	
Inventories	 	 	(17.9	)	 	 	19.9	 	
Other current assets	 	 	(6.7	)	 	 	(8.5	)	
Accounts payable and related party payable	 	 	69.6	 	 	 	38.5	 	
Accrued payroll and benefits	 	 	(23.4	)	 	 	(39.9	)	
Other accrued liabilities	 	 	8.9	 	 	 	3.6	 	
Other	 	 	7.3	 	 	 	11.0	 	
Net cash provided by (used for) operating activities	 	 	(17.7	)	 	 	59.9	 	
Investing activities	 	 	 	 	 	 	 	 	
Property and equipment additions	 	 	(26.0	)	 	 	(29.8	)	
Proceeds from asset sales	 	 	23.1	 	 	 	5.1	 	
Cash paid for purchase of business, net of cash acquired	 	 	(144.8	)	 	 	—	 	
Net cash used for investing activities	 	 	(147.7	)	 	 	(24.7	)	
Financing activities	 	 	 	 	 	 	 	 	
Change in book overdrafts	 	 	(43.9	)	 	 	32.9	 	
Borrowings of long-term debt	 	 	3,685.2	 	 	 	3,394.4	 	
Repayments of long-term debt	 	 	(3,446.5	)	 	 	(3,439.0	)	
Payments under equipment capital lease obligations	 	 	(2.2	)	 	 	(2.3	)	
Payments under financing obligations (including obligations to related party of $11.5 and $14.4, respectively)	 	 	(12.9	)	 	 	(14.4	)	
Deferred financing fees	 	 	—	 	 	 	(2.0	)	
Payments under Tax Receivable Agreement	 	 	(8.5	)	 	 	—	 	
Net cash provided by (used for) financing activities	 	 	171.2	 	 	 	(30.4	)	
Effect of exchange rate changes on cash	 	 	1.1	 	 	 	—	 	
Net change in cash	 	 	6.9	 	 	 	4.8	 	
Cash at beginning of period	 	 	69.6	 	 	 	54.4	 	
Cash at end of period	 	$	76.5	 	 	$	59.2	 	
Supplemental cash flow information	 	 	 	 	 	 	 	 	
Cash paid for income taxes, net of refunds	 	$	3.2	 	 	$	3.1	 	
Cash paid for interest	 	 	19.4	 	 	 	15.5	 	
Non-cash investing and financing activities	 	 	 	 	 	 	 	 	
Non-cash additions to property and equipment	 	$	8.6	 	 	$	12.3	 	
Contingent consideration for purchase of business: Earn-out	 	 	30.0	 	 	 	—	 	

 

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 (income), acquisition and integration 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, fair value adjustments on the contingent liability associated with the Tax Receivable Agreement ("TRA") 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 is not an alternative measure of financial performance under GAAP. Non-GAAP measures do not have definitions under 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 GAAP. We caution investors not to place undue reliance on such non-GAAP measures and to consider them with the most directly comparable GAAP measures. Adjusted EBITDA has limitations as an analytical tool and should not be considered in isolation or as a substitute for analyzing our results as reported under GAAP. Please see the following tables for reconciliations of non-GAAP measures to the most comparable GAAP measures.

 

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,	 	
 	 	2017	 	 	2016	 	 	2017	 	 	2016	 	
Net income (loss)	 	$	(14.3	)	 	$	5.6	 	 	$	(25.6	)	 	$	16.8	 	
Interest expense, net	 	 	8.3	 	 	 	8.2	 	 	 	22.1	 	 	 	21.1	 	
Income tax expense (benefit)	 	 	(4.0	)	 	 	8.0	 	 	 	(13.1	)	 	 	18.4	 	
Depreciation and amortization	 	 	13.1	 	 	 	13.4	 	 	 	39.9	 	 	 	40.5	 	
EBITDA	 	 	3.1	 	 	 	35.2	 	 	 	23.3	 	 	 	96.8	 	
Restructuring charges	 	 	2.7	 	 	 	5.8	 	 	 	30.0	 	 	 	7.2	 	
Stock-based compensation	 	 	3.8	 	 	 	2.1	 	 	 	11.6	 	 	 	7.2	 	
LIFO reserve increase (decrease)	 	 	3.7	 	 	 	0.4	 	 	 	3.4	 	 	 	(2.7	)	
Non-restructuring asset impairment charges	 	 	7.7	 	 	 	3.1	 	 	 	8.4	 	 	 	4.0	 	
Non-restructuring severance charges	 	 	0.5	 	 	 	0.2	 	 	 	1.5	 	 	 	2.4	 	
Non-restructuring pension charges	 	 	3.2	 	 	 	2.3	 	 	 	2.1	 	 	 	2.3	 	
Acquisition and integration expenses	 	 	14.2	 	 	 	7.3	 	 	 	28.1	 	 	 	19.6	 	
Fair value adjustment on TRA contingent liability	 	 	(0.4	)	 	 	1.0	 	 	 	1.6	 	 	 	4.8	 	
Other	 	 	5.6	 	 	 	(0.3	)	 	 	6.4	 	 	 	0.5	 	
Adjusted EBITDA	 	$	44.1	 	 	$	57.1	 	 	$	116.4	 	 	$	142.1	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Net sales	 	$	2,116.8	 	 	$	2,126.6	 	 	$	6,140.3	 	 	$	6,207.2	 	
Adjusted EBITDA as a % of net sales	 	 	2.1	%	 	 	2.7	%	 	 	1.9	%	 	 	2.3	%	

 

Veritiv Contacts:
 
Investors: Tom Morabito, 770-391-8451 Media: Ed Patterson, 770-391-8244

 

 

Veritiv Corporation Third Quarter 2017 Financial Results November 7, 2017 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 ; foreign currency fluctuations ; our ability to collect trade receivables from customers to whom we extend credit ; 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 ; fuel cost increases ; 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 anticipated synergies, cost savings and growth opportunities from the merger transaction, 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 nine months ended September 30 , 2017 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 GAAP measures . 3

Mary Laschinger Chairman & CEO 4

Financial Results (Unaudited) 1. Year - over - year comparison not meaningful because 3Q16 had net income of $5.6 million. 2. Please see the appendix for reconciliations of non - GAAP measures to the most comparable GAAP measures. $44.1M Adjusted EBITDA 1 (22.8)% 3Q17 Actual YOY% Change $2.1B Net Sales (0.5)% 5 Adjusted EBITDA 2 Net Loss $(14.3)M (355.4)% Net Sales NM 1

Third Quarter 2017 Veritiv Net Sales 6 3Q16 Net Sales 3Q17 Net Sales $2,117 $2,127 FX Effect 0.4% (Unaudited, Dollars In Millions) Reported Net Sales = (0.5)% Core Net Sales 2.3% Two Less Days (3.2%)

3Q17 Highlights and 2017 & 2018 Outlook 7 3Q17 Highlights: ▪ Packaging: strong 3Q sales ▪ Facility Solutions: strong 3Q sales ▪ Print and Publishing: difficult 3Q; secular challenges expected to continue ▪ Integration and synergy capture on track, but pace slowing (as expected) – Warehouse consolidation and operating system conversion ongoing ◦ Complexity leading to higher operating expenses ▪ Continued investment in growth businesses ▪ All American Containers acquisition 2017 Outlook: ▪ 2017 Adjusted EBITDA is expected to be $170 - $175 million ▪ 2017 Free Cash Flow is expected to be near zero 2018 Early Outlook: ▪ 2018 Adjusted EBITDA is expected to improve over 2017 ▪ 2018 Free Cash Flow is expected to improve over 2017

Stephen Smith CFO 8

(Unaudited, Dollars In Millions, Except Per Share Amounts) 3Q17 YOY % Change Three Months Ended September 30 Net sales $2,116.8 (0.5 )% Net sales per shipping day _ 2.7 % Cost of products sold $1,736.6 (0.4 )% Net sales less cost of products sold $380.2 (0.7 )% Net loss $(14.3) NM 2 Basic and diluted loss per share $(0.91) NM 2 Adjusted EBITDA $44.1 (22.8 )% Adjusted EBITDA as a % of net sales 2.1 % - 60 BPS 1. Please see the appendix for reconciliations of non - GAAP measures to the most comparable GAAP measures. 2. Year - over - year comparison not meaningful because 3Q16 had net income and basic and diluted earnings per share of $5.6 millio n, $0.35 and $0.34, respectively Veritiv Financial Results 1 Third Quarter 2017 9

Veritiv Segment Financial Results Third Quarter 2017 10 Facility Solutions Publishing Print 3Q17 Three Months Ended September 30 YOY % Change Net sales $239 (3.9 )% Net sales per shipping day _ (0.9 )% Adjusted EBITDA $5.5 (16.7 )% Adj. EBITDA as a % of net sales 2.3 % (40) BPS 3Q17 Three Months Ended September 30 YOY % Change Net sales $800 9.5 % Net sales per shipping day _ 13.1 % Adjusted EBITDA $62.1 4.4 % Adj. EBITDA as a % of net sales 7.8 % (30) BPS 3Q17 Three Months Ended September 30 YOY % Change Net sales $340 3.3 % Net sales per shipping day _ 6.7 % Adjusted EBITDA $10.3 (20.8 )% Adj. EBITDA as a % of net sales 3.0 % (100) BPS 3Q17 Three Months Ended September 30 YOY % Change Net sales $702 (11.0 )% Net sales per shipping day _ (8.1 )% Adjusted EBITDA $13.1 (34.5 )% Adj. EBITDA as a % of net sales 1.9 % (60) BPS (Unaudited, Dollars In Millions) Packaging

Cumulative Synergy Capture Since Merger • Veritiv has consistently exceeded synergy guidance • Original commitment was $150M to $225M of synergies • Veritiv ended 2016 with $161M of cumulative synergies since the merger which is 107% of the $150M 'low - end' commitment or 72% of the $225M 'high - end' commitment 11 Original (May 2014) Commitments 0% 25% - 35% 50% - 60% 80% - 90%

Asset Based Loan Facility & Capital Allocation Capital Structure Capital Allocation ▪ Capital Allocation Priorities: ▪ Invest in the Company ◦ YTD: CapEx totaled ~ $26M, with ~ $12M related to integration ▪ Expect 2017 incremental CapEx for integration projects of $10M - $20M ▪ Ordinary course 2017 CapEx expected to be $20M - $30M ▪ Pay down debt ▪ Invest in growth (organic and inorganic) ▪ Return value to shareholders ▪ At the end of September 2017: ▪ The borrowing base availability for the ABL facility was ~ $1.2B ▪ $969M drawn against the ABL facility ▪ $272M of available borrowing capacity ▪ Net debt to Adj. EBITDA: 5.4x for the trailing 12 months 1 12 1. Includes borrowings for All American Containers Acquisition

Questions 13

Mary Laschinger Chairman & CEO 14

Appendix: Reconciliation of Non - GAAP Financial Measures We supplement our financial information prepared in accordance with GAAP with certain non - GAAP measures including Adjusted EBITDA (earnings before interest, income taxes, depreciation and amortization, restructuring charges (income), acquisition and integration 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, fair value adjustments on the contingent liability associated with the Tax Receivable Agreement ("TRA") 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 GAAP . Non - GAAP measures do not have definitions under 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 GAAP . We caution investors not to place undue reliance on such non - GAAP measures and to consider them with the most directly comparable 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 GAAP . Please see the following tables for reconciliations of non - GAAP measures to the most comparable GAAP measures . 15

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, 2017 2016 2017 2016 Net income (loss) $ (14.3 ) $ 5.6 $ (25.6 ) $ 16.8 Interest expense, net 8.3 8.2 22.1 21.1 Income tax expense (benefit) (4.0 ) 8.0 (13.1 ) 18.4 Depreciation and amortization 13.1 13.4 39.9 40.5 EBITDA 3.1 35.2 23.3 96.8 Restructuring charges 2.7 5.8 30.0 7.2 Stock - based compensation 3.8 2.1 11.6 7.2 LIFO reserve increase (decrease) 3.7 0.4 3.4 (2.7 ) Non - restructuring asset impairment charges 7.7 3.1 8.4 4.0 Non - restructuring severance charges 0.5 0.2 1.5 2.4 Non - restructuring pension charges 3.2 2.3 2.1 2.3 Acquisition and integration expenses 14.2 7.3 28.1 19.6 Fair value adjustment on TRA contingent liability (0.4 ) 1.0 1.6 4.8 Other 5.6 (0.3 ) 6.4 0.5 Adjusted EBITDA $ 44.1 $ 57.1 $ 116.4 $ 142.1 Net sales $ 2,116.8 $ 2,126.6 $ 6,140.3 $ 6,207.2 Adjusted EBITDA as a % of net sales 2.1 % 2.7 % 1.9 % 2.3 % Appendix: Reconciliation of Non - GAAP Financial Measures 16

17 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 September 30, 2017 Net cash flows used for operating activities $ (13.8 ) Less: Capital expenditures (4.7 ) Free cash flow (18.5 ) Add back: Cash payments for restructuring expenses 5.4 Cash payments for acquisition and integration expenses 12.6 Cash payments for integration - related capex 2.7 Adjusted free cash flow $ 2.2

18 Appendix: Reconciliation of Non - GAAP Financial Measures Table III VERITIV CORPORATION RECONCILIATION OF NON - GAAP MEASURES NET DEBT TO ADJUSTED EBITDA (in millions, unaudited) September 30, 2017 Amount drawn on ABL Facility $ 969.3 Less: Cash (76.5 ) Net debt 892.8 Last Twelve Months Adjusted EBITDA $ 166.5 Net debt to Adjusted EBITDA 5.4x Last Twelve Months September 30, 2017 Net loss $ (21.4 ) Interest expense, net 28.5 Income tax expense (benefit) (11.7 ) Depreciation and amortization 54.1 EBITDA 49.5 Restructuring charges 35.2 Stock - based compensation 12.7 LIFO reserve increase 9.7 Non - restructuring asset impairment charges 12.1 Non - restructuring severance charges 2.2 Non - restructuring pension charges 2.2 Acquisition and integration expenses 34.4 Fair value adjustments on TRA contingent liability 1.7 Other 6.8 Adjusted EBITDA $ 166.5

Veritiv Corporation Third Quarter 2017 Financial Results November 7, 2017