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): May 3, 2017 ( May 3, 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
(Address of principal executive offices)	 

 
 
30328
(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))	

 

 
 
	Item 2.02.	Results of Operations and Financial Condition.	
 
On May 3, 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 months ended March 31, 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 May 3, 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 months ended March 31, 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 May 3, 2017.	
 	 	 	
99.2	 	Additional Information of Veritiv Corporation issued May 3, 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:	May 3, 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 May 3, 2017.	
 	 	 	
99.2	 	Additional Information of Veritiv Corporation issued May 3, 2017.	

 

 
Exhibit 99.1

 
Veritiv Announces First Quarter 2017
Financial Results
 
Reports First Quarter Net Loss of $(2.2) Million,
Basic and Diluted Loss per Share of $(0.14) , and
Adjusted EBITDA of $29.8 Million
  
ATLANTA (May 3, 2017) – Veritiv Corporation (NYSE: VRTV), a North American leader in business-to-business distribution solutions, today announced financial results for the first quarter ended March 31, 2017.
 
“Our first quarter results were mixed,” said Mary Laschinger, Chairman and CEO of Veritiv Corporation. "Our revenue trajectory continues to improve, led by a strong quarter from our Packaging segment. Consolidated Adjusted EBITDA was lower than the prior year quarter, due in part to investments being made to grow the business. Looking forward, we expect positive performance from Packaging and Facility Solutions to help offset the industry challenges we are experiencing in our Print and Publishing businesses, keeping us on track for our 2017 commitments."
 
For the three months ended March 31, 2017, compared to the three months ended March 31, 2016:
	•	Net sales were $2.0 billion, a decrease of 1.2% from the prior year quarter. Net sales declined 1.3% from the prior year quarter, excluding the positive effect of foreign currency (0.1%) in the first quarter of 2017.	
	•	Net loss was $(2.2) million, compared to net income of $3.3 million in the prior year quarter. Integration and restructuring charges were $10.5 million in the first quarter of 2017 and $7.9 million in the prior year quarter.	
	•	Basic and diluted earnings (loss) per share was $(0.14), compared to $0.21 in the prior year quarter.	
	•	Adjusted EBITDA was $29.8 million, a decrease of 14.6% from the prior year quarter.	
	•	Adjusted EBITDA as a percentage of net sales was 1.5%, a decrease of 20 basis points from the prior year quarter.	
 
“Our integration is proceeding as planned, focusing on information systems enhancements and the consolidation of our distribution center footprint,” said Stephen Smith, Senior Vice President and Chief Financial Officer of Veritiv Corporation. "Continued success in our integration efforts should allow us to improve earnings over time."
 
Veritiv Corporation will host a live conference call and webcast today, May 3, 2017 , at 10 a.m. (ET) to discuss its first quarter financial results. To participate, callers within the U.S. and Canada can dial (877) 201-0168, and international callers can dial (647) 788-4901, both using conference ID number 4103809.  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 8,700 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 months ended March 31, 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
 March 31,	 	
 	 	2017	 	 	2016	 	
Net sales	 	$	1,994.6	 	 	$	2,019.8	 	
Cost of products sold (exclusive of depreciation and amortization shown separately below)	 	 	1,629.3	 	 	 	1,654.5	 	
Distribution expenses	 	 	126.2	 	 	 	127.5	 	
Selling and administrative expenses	 	 	211.6	 	 	 	200.9	 	
Depreciation and amortization	 	 	13.1	 	 	 	13.5	 	
Integration expenses	 	 	6.4	 	 	 	6.2	 	
Restructuring charges	 	 	4.1	 	 	 	1.7	 	
Operating income	 	 	3.9	 	 	 	15.5	 	
Interest expense, net	 	 	6.4	 	 	 	6.5	 	
Other expense, net	 	 	1.1	 	 	 	1.5	 	
Income (loss) before income taxes	 	 	(3.6	)	 	 	7.5	 	
Income tax expense (benefit)	 	 	(1.4	)	 	 	4.2	 	
Net income (loss)	 	$	(2.2	)	 	$	3.3	 	
 	 	 	 	 	 	 	 	 	
Earnings (loss) per share:	 	 	 	 	 	 	 	 	
Basic and diluted earnings (loss) per share	 	$	(0.14	)	 	$	0.21	 	
 	 	 	 	 	 	 	 	 	
Weighted average shares outstanding:	 	 	 	 	 	 	 	 	
Basic and diluted	 	 	15.69	 	 	 	16.00	 	

 

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

 	 	March 31, 2017	 	 	December 31, 2016	 	
Assets	 	 	 	 	 	 	 	 	
Current assets:	 	 	 	 	 	 	 	 	
Cash	 	$	52.4	 	 	$	69.6	 	
Accounts receivable, less allowances of $34.7 and $34.5, respectively	 	 	1,038.6	 	 	 	1,048.3	 	
Related party receivable	 	 	3.7	 	 	 	3.9	 	
Inventories	 	 	725.2	 	 	 	707.9	 	
Other current assets	 	 	120.8	 	 	 	118.9	 	
Total current assets	 	 	1,940.7	 	 	 	1,948.6	 	
Property and equipment (net of depreciation and amortization of $296.5 and $292.8, respectively)	 	 	371.2	 	 	 	371.8	 	
Goodwill	 	 	50.2	 	 	 	50.2	 	
Other intangibles, net	 	 	20.4	 	 	 	21.0	 	
Deferred income tax assets	 	 	64.1	 	 	 	61.8	 	
Other non-current assets	 	 	30.4	 	 	 	30.3	 	
Total assets	 	$	2,477.0	 	 	$	2,483.7	 	
Liabilities and shareholders' equity	 	 	 	 	 	 	 	 	
Current liabilities:	 	 	 	 	 	 	 	 	
Accounts payable	 	$	604.3	 	 	$	654.1	 	
Related party payable	 	 	10.1	 	 	 	9.0	 	
Accrued payroll and benefits	 	 	67.7	 	 	 	84.4	 	
Other accrued liabilities	 	 	95.8	 	 	 	102.5	 	
Current maturities of long-term debt	 	 	2.6	 	 	 	2.9	 	
Financing obligations to related party, current portion	 	 	14.9	 	 	 	14.9	 	
Total current liabilities	 	 	795.4	 	 	 	867.8	 	
Long-term debt, net of current maturities	 	 	825.7	 	 	 	749.2	 	
Financing obligations to related party, less current portion	 	 	171.4	 	 	 	176.1	 	
Defined benefit pension obligations	 	 	26.6	 	 	 	27.6	 	
Other non-current liabilities	 	 	111.8	 	 	 	121.2	 	
Total liabilities	 	 	1,930.9	 	 	 	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 March 31, 2017 and December 31, 2016 respectively	 	 	0.2	 	 	 	0.2	 	
Additional paid-in capital	 	 	578.2	 	 	 	574.5	 	
Accumulated earnings	 	 	17.5	 	 	 	19.7	 	
Accumulated other comprehensive loss	 	 	(36.2	)	 	 	(39.0	)	
Treasury stock at cost - 0.3 million shares at March 31, 2017 and December 31, 2016	 	 	(13.6	)	 	 	(13.6	)	
Total shareholders' equity	 	 	546.1	 	 	 	541.8	 	
Total liabilities and shareholders' equity	 	$	2,477.0	 	 	$	2,483.7	 	

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

 	 	Three Months Ended March 31,	 	
 	 	2017	 	 	2016	 	
Operating activities	 	 	 	 	 	 	 	 	
Net income (loss)	 	$	(2.2	)	 	$	3.3	 	
Depreciation and amortization	 	 	13.1	 	 	 	13.5	 	
Amortization of deferred financing fees	 	 	0.6	 	 	 	1.1	 	
Net losses on dispositions of property and equipment	 	 	0.5	 	 	 	0.2	 	
Long-lived asset impairment charges	 	 	0.7	 	 	 	0.4	 	
Provision for allowance for doubtful accounts	 	 	0.6	 	 	 	(2.3	)	
Deferred income tax provision (benefit)	 	 	(2.1	)	 	 	2.6	 	
Stock-based compensation	 	 	3.7	 	 	 	2.0	 	
Other non-cash items, net	 	 	(0.3	)	 	 	2.1	 	
Changes in operating assets and liabilities	 	 	 	 	 	 	 	 	
Accounts receivable and related party receivable	 	 	11.8	 	 	 	58.5	 	
Inventories	 	 	(15.6	)	 	 	(2.8	)	
Other current assets	 	 	(0.9	)	 	 	(6.3	)	
Accounts payable and related party payable	 	 	(25.9	)	 	 	37.6	 	
Accrued payroll and benefits	 	 	(16.9	)	 	 	(20.7	)	
Other accrued liabilities	 	 	(5.5	)	 	 	(15.1	)	
Other	 	 	(2.4	)	 	 	0.4	 	
Net cash provided by (used for) operating activities	 	 	(40.8	)	 	 	74.5	 	
Investing activities	 	 	 	 	 	 	 	 	
Property and equipment additions	 	 	(11.4	)	 	 	(8.9	)	
Proceeds from asset sales	 	 	2.0	 	 	 	1.0	 	
Net cash used for investing activities	 	 	(9.4	)	 	 	(7.9	)	
Financing activities	 	 	 	 	 	 	 	 	
Change in book overdrafts	 	 	(24.2	)	 	 	(15.4	)	
Borrowings of long-term debt	 	 	1,200.9	 	 	 	1,122.0	 	
Repayments of long-term debt	 	 	(1,131.3	)	 	 	(1,175.9	)	
Payments under equipment capital lease obligations	 	 	(0.7	)	 	 	(1.0	)	
Payments under financing obligations to related party	 	 	(3.6	)	 	 	(3.6	)	
Payments under Tax Receivable Agreement	 	 	(8.5	)	 	 	—	 	
Net cash provided by (used for) financing activities	 	 	32.6	 	 	 	(73.9	)	
Effect of exchange rate changes on cash	 	 	0.4	 	 	 	0.6	 	
Net change in cash	 	 	(17.2	)	 	 	(6.7	)	
Cash at beginning of period	 	 	69.6	 	 	 	54.4	 	
Cash at end of period	 	$	52.4	 	 	$	47.7	 	
Supplemental cash flow information	 	 	 	 	 	 	 	 	
Cash paid for income taxes, net of refunds	 	$	1.3	 	 	$	0.6	 	
Cash paid for interest	 	 	5.6	 	 	 	5.2	 	
Non-cash investing and financing activities	 	 	 	 	 	 	 	 	
Non-cash additions to property and equipment	 	$	6.8	 	 	$	—	 	

 

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, stock-based compensation expense, changes in the LIFO reserve, non-restructuring asset impairment charges, non-restructuring severance charges , integration expenses, 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
 March 31,	 	
 	 	2017	 	 	2016	 	
Net income (loss)	 	$	(2.2	)	 	$	3.3	 	
Interest expense, net	 	 	6.4	 	 	 	6.5	 	
Income tax expense (benefit)	 	 	(1.4	)	 	 	4.2	 	
Depreciation and amortization	 	 	13.1	 	 	 	13.5	 	
EBITDA	 	 	15.9	 	 	 	27.5	 	
Restructuring charges	 	 	4.1	 	 	 	1.7	 	
Stock-based compensation	 	 	3.7	 	 	 	2.0	 	
LIFO reserve decrease	 	 	(2.5	)	 	 	(5.3	)	
Non-restructuring asset impairment charges	 	 	0.7	 	 	 	0.4	 	
Non-restructuring severance charges	 	 	0.5	 	 	 	0.8	 	
Integration expenses	 	 	6.4	 	 	 	6.2	 	
Fair value adjustment on TRA contingent liability	 	 	0.9	 	 	 	1.8	 	
Other	 	 	0.1	 	 	 	(0.2	)	
Adjusted EBITDA	 	$	29.8	 	 	$	34.9	 	
 	 	 	 	 	 	 	 	 	
Net sales	 	$	1,994.6	 	 	$	2,019.8	 	
Adjusted EBITDA as a % of net sales	 	 	1.5	%	 	 	1.7	%	

 

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

 

 

Veritiv Corporation First Quarter 2017 Financial Results May 3, 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 months ended March 31 , 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 2016 had net income of $3.3 million. 2. Please see the appendix for reconciliations of non - GAAP measures to the most comparable GAAP measures. $29.8M Adjusted EBITDA 1 (14.6)% 1Q17 Actual YOY% Change $2.0B Net Sales (1.2)% 5 Adjusted EBITDA 2 Net Loss $(2.2)M (166.7)% Net Sales NM 1

First Quarter 2017 Veritiv Net Sales 6 1Q16 Net Sales 1Q17 Net Sales $1,995 $2,020 FX Effect 0.1% (Unaudited, Dollars In Millions) Reported Net Sales = (1.2)% Core Net Sales (1.3%)

1Q17 Highlights and 2017 Outlook 7 • 1Q17 Highlights: ▪ Packaging: positive 1Q results ▪ Facility Solutions: solid 1Q sales ▪ Print and Publishing: difficult 1Q; secular challenges remain ▪ Integration and synergy capture on track, but pace slowing (as expected) • 2017 Outlook: ▪ 2017 Adjusted EBITDA is expected to be $190 - $200 million 1 (unchanged) 1. Expected 2017 GAAP net income (loss) and a reconciliation to expected 2017 Adjusted EBITDA guidance cannot be provided withou t unreasonable efforts due to the uncertainty and variability on a forward - looking basis of certain items that impact net income (loss) such as restructuring char ges, integration expenses, taxes, and other items, any of which may be significant.

Our Strategy Shift Portfolio Mix to Higher Growth, Higher Margin Segments 8 PROTECT : Leading market positions, maximize EBITDA & cash OPTIMIZE : Post - integration • PACKAGING x Organic – People, products, processes x Inorganic – Product categories, capabilities, geographies • SERVICES x Create Segment x Expand existing services – Logistics, Design, Fulfillment/kitting, Equipment Service x Explore adjacent services INVEST : Higher growth, higher margin segments • PRINT & PUBLISHING – Continued optimization • FACILITY SOLUTIONS – Organic market growth with people and products • SUPPLY CHAIN • SUPPORT SERVICES • WORKING CAPITAL IMPROVE • Revenue and margin growth • EBITDA • Cash flow • ROIC OPTIMIZE

Stephen Smith CFO 9

(Unaudited, Dollars In Millions, Except Per Share Amounts) 1Q17 YOY % Change Three Months Ended March 31 Net sales $1,994.6 (1.2 )% Net sales per shipping day _ (1.2 )% Cost of products sold $1,629.3 (1.5 )% Net sales less cost of products sold $365.3 0.0 % Net loss $(2.2) Basic and diluted Loss Per Share $(0.14) (167 )% Adjusted EBITDA $29.8 (14.6 )% Adjusted EBITDA as a % of net sales 1.5 % - 20 BPS 1 . P lease see the appendix for reconciliations of non - GAAP measures to the most comparable GAAP measures. 2 . Year - over year comparison not meaningful because 2016 had net income and earnings per share of $3.3 million and $0.21, respectiv ely Veritiv Financial Results 1 First Quarter 2017 10 NM 2 NM 2

Veritiv Segment Financial Results First Quarter 2017 11 Facility Solutions Publishing Print 1Q17 Three Months Ended March 31 YOY % Change Net Sales $234 (10.8 )% Net sales per shipping day _ (10.8 )% Adjusted EBITDA $6.1 52.5 % Adj. EBITDA as a % of net sales 2.6 % 110 BPS 1Q17 Three Months Ended March 31 YOY % Change Net Sales $722 7.5 % Net sales per shipping day _ 7.5 % Adjusted EBITDA $50.5 8.1 % Adj. EBITDA as a % of net sales 7.0 % 0 BPS 1Q17 Three Months Ended March 31 YOY % Change Net Sales $307 1.9 % Net sales per shipping day _ 1.9 % Adjusted EBITDA $5.0 (32.4 )% Adj. EBITDA as a % of net sales 1.6 % (90 BPS) 1Q17 Three Months Ended March 31 YOY % Change Net Sales $699 (8.0 )% Net sales per shipping day _ (8.0 )% Adjusted EBITDA $14.1 (11.9 )% Adj. EBITDA as a % of net sales 2.0 % (10 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 12 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 ◦ 1Q17: CapEx totaled ~ $11M, with ~ $5M related to integration ▪ Expect 2017 incremental CapEx for integration projects of $10M - $20M ▪ Ordinary course 2017 CapEx expected to be $20 - $30M ▪ Pay down debt ▪ Return value to shareholders ▪ Invest in growth (organic and inorganic) ▪ At the end of March 2017: ▪ The borrowing base availability for the ABL facility was ~ $1.2 billion ▪ $797 million drawn against the ABL facility ▪ $365 million of available borrowing capacity ▪ Net debt to Adj. EBITDA: 4.0x for the trailing 12 months 13

Questions 14

Mary Laschinger Chairman & CEO 15

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, stock - based compensation expense, changes in the LIFO reserve, non - restructuring asset impairment charges, non - restructuring severance charges, non - restructuring pension charges, integration expenses, 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 . 16

Table I VERITIV CORPORATION RECONCILIATION OF NON - GAAP MEASURES NET INCOME (LOSS) TO ADJUSTED EBITDA; ADJUSTED EBITDA MARGIN (in millions, unaudited) Three Months Ended March 31, 2017 2016 Net income (loss) $ (2.2 ) $ 3.3 Interest expense, net 6.4 6.5 Income tax expense (benefit) (1.4 ) 4.2 Depreciation and amortization 13.1 13.5 EBITDA 15.9 27.5 Restructuring charges 4.1 1.7 Stock - based compensation 3.7 2.0 LIFO reserve decrease (2.5 ) (5.3 ) Non - restructuring asset impairment charges 0.7 0.4 Non - restructuring severance charges 0.5 0.8 Integration expenses 6.4 6.2 Fair value adjustment on TRA contingent liability 0.9 1.8 Other 0.1 (0.2 ) Adjusted EBITDA $ 29.8 $ 34.9 Net sales $ 1,994.6 $ 2,019.8 Adjusted EBITDA as a % of net sales 1.5 % 1.7 % Appendix: Reconciliation of Non - GAAP Financial Measures 17

18 Appendix: Reconciliation of Non - GAAP Financial Measures Table II VERITIV CORPORATION RECONCILIATION OF NON - GAAP MEASURES FREE CASH FLOW (in millions, unaudited) Three Months Ended March 31, 2017 Net cash flows used for operating activities $ (40.8 ) Less: Capital expenditures (11.4 ) Free cash flow (52.2 ) Add back: Cash payments for restructuring expenses 4.0 Cash payments for integration expenses 12.7 Cash payments for integration - related capex 4.8 Free cash flow excluding cash impact of restructuring and integration - related items $ (30.7 )

19 Appendix: Reconciliation of Non - GAAP Financial Measures Table III VERITIV CORPORATION RECONCILIATION OF NON - GAAP MEASURES NET DEBT TO ADJUSTED EBITDA (in millions, unaudited) March 31, 2017 Amount drawn on ABL Facility $ 796.8 Less: Cash (52.4 ) Net debt 744.4 Last Twelve Months Adjusted EBITDA $ 187.1 Net debt to Adjusted EBITDA 4.0x Last Twelve Months March 31, 2017 Net income $ 15.5 Interest expense, net 27.4 Income tax expense 14.2 Depreciation and amortization 54.3 EBITDA 111.4 Restructuring charges 14.8 Stock - based compensation 10.0 LIFO reserve increase 6.4 Non - restructuring asset impairment charges 8.4 Non - restructuring severance charges 2.8 Non - restructuring pension charges 2.4 Integration expenses 26.1 Fair value adjustments on TRA contingent liability 4.0 Other 0.8 Adjusted EBITDA $ 187.1

Veritiv Corporation First Quarter 2017 Financial Results May 3, 2017