UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

 

FORM 8-K
 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): August 2, 2017 ( August 2, 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 August 2, 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 six months ended June 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 August 2, 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 six months ended June 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 August 2, 2017.	
 	 	 	
99.2	 	Additional Information of Veritiv Corporation issued August 2, 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:	August 2, 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 August 2, 2017.	
 	 	 	
99.2	 	Additional Information of Veritiv Corporation issued August 2, 2017.	

 

  
Exhibit 99.1

 
Veritiv Announces Second Quarter 2017
Financial Results
 
Reports Second Quarter Net Sales of $2.0 Billion,
Net Loss of $(9.1) Million,
Basic and Diluted Loss per Share of $(0.58), and
Adjusted EBITDA of $42.5 Million

 
ATLANTA (August 2, 2017) – Veritiv Corporation (NYSE: VRTV), a North American leader in business-to- business distribution solutions, today announced financial results for the second quarter ended June 30, 2017.
 
“In the second quarter, we were pleased with our revenue growth in Packaging and Facility Solutions, which was offset by the ongoing secular declines in Print and Publishing,” said Mary Laschinger, Chairman and CEO of Veritiv Corporation.
 
“Investments in our selling activities to drive future growth, along with the incremental supply chain costs from consolidating and integrating multiple warehouses, adversely affected our Consolidated Adjusted EBITDA. Although these planned investments in our growth segments and the strengthening of our foundation have a near-term impact on earnings, we believe they are necessary for the long-term success of Veritiv,” said Laschinger.
 
For the three months ended June 30, 2017, compared to the three months ended June 30, 2016:
	•	Net sales were $2.0 billion, a decrease of 1.5% from the prior year. Net sales declined 1.2% from the prior year, excluding the negative effect of foreign currency (0.3%) in the second quarter of 2017.	
	•	Net loss was $(9.1) million, compared to net income of $7.9 million in the prior year. Integration and restructuring charges were $30.7 million in the second quarter of 2017 and $5.8 million in the prior year.	
	•	Basic and diluted earnings (loss) per share was $(0.58), compared to $0.49 for both measures in the prior year.	
	•	Adjusted EBITDA was $42.5 million, a decrease of 15.2% from the prior year.	
	•	Adjusted EBITDA as a percentage of net sales was 2.1%, a decrease of 30 basis points from the prior year.	
 
For the six months ended June 30, 2017, compared to the six months ended June 30, 2016:
	•	Net sales were $4.0 billion, a decrease of 1.4% from the prior year. Net sales declined 1.2% from the prior year, excluding the negative effect of foreign currency (0.2%) in 2017.	
	•	Net loss was $(11.3) million, compared to net income of $11.2 million in the prior year. Integration and restructuring charges were $41.2 million in 2017 and $13.7 million in the prior year.	
	•	Basic and diluted earnings (loss) per share was $(0.72), compared to $0.70 for both measures in the prior year.	
	•	Adjusted EBITDA was $72.3 million, a decrease of 14.9% from the prior year.	
	•	Adjusted EBITDA as a percentage of net sales was 1.8%, a decrease of 30 basis points from the prior year.	

 
 
“Our integration remains on track, with significant progress being made on information systems and the consolidation of our warehouse footprint,” said Stephen Smith, Senior Vice President and Chief Financial Officer of Veritiv Corporation. “These activities are critical to support our future optimization efforts.”
 
Veritiv Corporation will host a live conference call and webcast today, August 2, 2017, at 10 a.m. (ET) to discuss its second 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 41499327. 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 approximately 160 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 and six months ended June 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 
 June 30,	 	 	Six Months Ended 
 June 30,	 	
 	 	2017	 	 	2016	 	 	2017	 	 	2016	 	
Net sales	 	$	2,028.9	 	 	$	2,060.8	 	 	$	4,023.5	 	 	$	4,080.6	 	
Cost of products sold (exclusive of depreciation and amortization shown separately below)	 	 	1,660.5	 	 	 	1,687.9	 	 	 	3,289.8	 	 	 	3,342.4	 	
Distribution expenses	 	 	122.7	 	 	 	121.7	 	 	 	248.9	 	 	 	249.2	 	
Selling and administrative expenses	 	 	210.1	 	 	 	207.7	 	 	 	421.7	 	 	 	408.6	 	
Depreciation and amortization	 	 	13.7	 	 	 	13.6	 	 	 	26.8	 	 	 	27.1	 	
Integration expenses	 	 	7.5	 	 	 	6.1	 	 	 	13.9	 	 	 	12.3	 	
Restructuring charges (income)	 	 	23.2	 	 	 	(0.3	)	 	 	27.3	 	 	 	1.4	 	
Operating income (loss)	 	 	(8.8	)	 	 	24.1	 	 	 	(4.9	)	 	 	39.6	 	
Interest expense, net	 	 	7.4	 	 	 	6.4	 	 	 	13.8	 	 	 	12.9	 	
Other expense, net	 	 	0.6	 	 	 	3.6	 	 	 	1.7	 	 	 	5.1	 	
Income (loss) before income taxes	 	 	(16.8	)	 	 	14.1	 	 	 	(20.4	)	 	 	21.6	 	
Income tax expense (benefit)	 	 	(7.7	)	 	 	6.2	 	 	 	(9.1	)	 	 	10.4	 	
Net income (loss)	 	$	(9.1	)	 	$	7.9	 	 	$	(11.3	)	 	$	11.2	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Earnings (loss) per share:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Basic and diluted earnings (loss) per share	 	$	(0.58	)	 	$	0.49	 	 	$	(0.72	)	 	$	0.70	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Weighted average shares outstanding:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Basic and diluted	 	 	15.70	 	 	 	16.00	 	 	 	15.70	 	 	 	16.00	 	

 

 

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

 	 	June 30,
2017	 	 	December 31,
2016	 	
Assets	 	 	 	 	 	 	 	 	
Current assets:	 	 	 	 	 	 	 	 	
Cash	 	$	55.3	 	 	$	69.6	 	
Accounts receivable, less allowances of $36.1 and $34.5, respectively	 	 	1,055.8	 	 	 	1,048.3	 	
Related party receivable	 	 	3.4	 	 	 	3.9	 	
Inventories	 	 	715.1	 	 	 	707.9	 	
Other current assets	 	 	131.2	 	 	 	118.9	 	
Total current assets	 	 	1,960.8	 	 	 	1,948.6	 	
Property and equipment (net of depreciation and amortization of $304.9 and $292.8, respectively)	 	 	350.2	 	 	 	371.8	 	
Goodwill	 	 	50.2	 	 	 	50.2	 	
Other intangibles, net	 	 	19.9	 	 	 	21.0	 	
Deferred income tax assets	 	 	72.5	 	 	 	61.8	 	
Other non-current assets	 	 	29.5	 	 	 	30.3	 	
Total assets	 	$	2,483.1	 	 	$	2,483.7	 	
Liabilities and shareholders' equity	 	 	 	 	 	 	 	 	
Current liabilities:	 	 	 	 	 	 	 	 	
Accounts payable	 	$	620.7	 	 	$	654.1	 	
Related party payable	 	 	11.9	 	 	 	9.0	 	
Accrued payroll and benefits	 	 	57.8	 	 	 	84.4	 	
Other accrued liabilities	 	 	98.0	 	 	 	102.5	 	
Current maturities of long-term debt	 	 	2.4	 	 	 	2.9	 	
Financing obligations, current portion (including obligations to related party of $14.5 and $14.9, respectively)	 	 	15.1	 	 	 	14.9	 	
Total current liabilities	 	 	805.9	 	 	 	867.8	 	
Long-term debt, net of current maturities	 	 	792.6	 	 	 	749.2	 	
Financing obligations, less current portion (including obligations to related party of $160.0 and $176.1, respectively)	 	 	185.8	 	 	 	176.1	 	
Defined benefit pension obligations	 	 	25.8	 	 	 	27.6	 	
Other non-current liabilities	 	 	129.3	 	 	 	121.2	 	
Total liabilities	 	 	1,939.4	 	 	 	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 June 30, 2017 and December 31, 2016 respectively	 	 	0.2	 	 	 	0.2	 	
Additional paid-in capital	 	 	582.3	 	 	 	574.5	 	
Accumulated earnings	 	 	8.4	 	 	 	19.7	 	
Accumulated other comprehensive loss	 	 	(33.6	)	 	 	(39.0	)	
Treasury stock at cost - 0.3 million shares at June 30, 2017 and December 31, 2016	 	 	(13.6	)	 	 	(13.6	)	
Total shareholders' equity	 	 	543.7	 	 	 	541.8	 	
Total liabilities and shareholders' equity	 	$	2,483.1	 	 	$	2,483.7	 	

 

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

 	 	Six Months Ended June 30,	 	
 	 	2017	 	 	2016	 	
Operating activities	 	 	 	 	 	 	 	 	
Net income (loss)	 	$	(11.3	)	 	$	11.2	 	
Depreciation and amortization	 	 	26.8	 	 	 	27.1	 	
Amortization of deferred financing fees	 	 	1.3	 	 	 	2.2	 	
Net losses (gains) on dispositions of property and equipment	 	 	(1.1	)	 	 	(2.5	)	
Long-lived asset impairment charges	 	 	0.7	 	 	 	1.0	 	
Provision for allowance for doubtful accounts	 	 	3.7	 	 	 	(2.6	)	
Deferred income tax provision (benefit)	 	 	(10.5	)	 	 	6.5	 	
Stock-based compensation	 	 	7.8	 	 	 	5.1	 	
Other non-cash items, net	 	 	2.0	 	 	 	5.6	 	
Changes in operating assets and liabilities	 	 	 	 	 	 	 	 	
Accounts receivable and related party receivable	 	 	(4.4	)	 	 	43.8	 	
Inventories	 	 	(2.7	)	 	 	31.9	 	
Other current assets	 	 	(2.9	)	 	 	(1.3	)	
Accounts payable and related party payable	 	 	10.2	 	 	 	36.9	 	
Accrued payroll and benefits	 	 	(26.9	)	 	 	(28.8	)	
Other accrued liabilities	 	 	(3.5	)	 	 	(13.9	)	
Other	 	 	6.9	 	 	 	0.6	 	
Net cash provided by (used for) operating activities	 	 	(3.9	)	 	 	122.8	 	
Investing activities	 	 	 	 	 	 	 	 	
Property and equipment additions	 	 	(21.3	)	 	 	(17.8	)	
Proceeds from asset sales	 	 	11.1	 	 	 	4.9	 	
Net cash used for investing activities	 	 	(10.2	)	 	 	(12.9	)	
Financing activities	 	 	 	 	 	 	 	 	
Change in book overdrafts	 	 	(44.3	)	 	 	0.9	 	
Borrowings of long-term debt	 	 	2,353.0	 	 	 	2,202.5	 	
Repayments of long-term debt	 	 	(2,291.8	)	 	 	(2,308.8	)	
Payments under equipment capital lease obligations	 	 	(2.0	)	 	 	(1.8	)	
Payments under financing obligations (including obligations to related party of $7.2 and $11.2, respectively)	 	 	(7.4	)	 	 	(11.2	)	
Payments under Tax Receivable Agreement	 	 	(8.5	)	 	 	—	 	
Net cash used for financing activities	 	 	(1.0	)	 	 	(118.4	)	
Effect of exchange rate changes on cash	 	 	0.8	 	 	 	0.2	 	
Net change in cash	 	 	(14.3	)	 	 	(8.3	)	
Cash at beginning of period	 	 	69.6	 	 	 	54.4	 	
Cash at end of period	 	$	55.3	 	 	$	46.1	 	
Supplemental cash flow information	 	 	 	 	 	 	 	 	
Cash paid for income taxes, net of refunds	 	$	0.4	 	 	$	2.0	 	
Cash paid for interest	 	 	12.2	 	 	 	10.3	 	
Non-cash investing and financing activities	 	 	 	 	 	 	 	 	
Non-cash additions to property and equipment	 	$	8.2	 	 	$	1.9	 	

 

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), 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 
 June 30,	 	 	Six Months Ended 
 June 30,	 	
 	 	2017	 	 	2016	 	 	2017	 	 	2016	 	
Net income (loss)	 	$	(9.1	)	 	$	7.9	 	 	$	(11.3	)	 	$	11.2	 	
Interest expense, net	 	 	7.4	 	 	 	6.4	 	 	 	13.8	 	 	 	12.9	 	
Income tax expense (benefit)	 	 	(7.7	)	 	 	6.2	 	 	 	(9.1	)	 	 	10.4	 	
Depreciation and amortization	 	 	13.7	 	 	 	13.6	 	 	 	26.8	 	 	 	27.1	 	
EBITDA	 	 	4.3	 	 	 	34.1	 	 	 	20.2	 	 	 	61.6	 	
Restructuring charges (income)	 	 	23.2	 	 	 	(0.3	)	 	 	27.3	 	 	 	1.4	 	
Stock-based compensation	 	 	4.1	 	 	 	3.1	 	 	 	7.8	 	 	 	5.1	 	
LIFO reserve decrease (increase)	 	 	2.2	 	 	 	2.2	 	 	 	(0.3	)	 	 	(3.1	)	
Non-restructuring asset impairment charges	 	 	—	 	 	 	0.6	 	 	 	0.7	 	 	 	1.0	 	
Non-restructuring severance charges	 	 	0.5	 	 	 	1.4	 	 	 	1.0	 	 	 	2.2	 	
Non-restructuring pension charges	 	 	(1.1	)	 	 	—	 	 	 	(1.1	)	 	 	—	 	
Integration expenses	 	 	7.5	 	 	 	6.1	 	 	 	13.9	 	 	 	12.3	 	
Fair value adjustment on TRA contingent liability	 	 	1.1	 	 	 	2.0	 	 	 	2.0	 	 	 	3.8	 	
Other	 	 	0.7	 	 	 	0.9	 	 	 	0.8	 	 	 	0.7	 	
Adjusted EBITDA	 	$	42.5	 	 	$	50.1	 	 	$	72.3	 	 	$	85.0	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Net sales	 	$	2,028.9	 	 	$	2,060.8	 	 	$	4,023.5	 	 	$	4,080.6	 	
Adjusted EBITDA as a % of net sales	 	 	2.1	%	 	 	2.4	%	 	 	1.8	%	 	 	2.1	%	

 

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

  

Exhibit 99.2

Veritiv Corporation Second Quarter 2017 Financial Results August 2, 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 six months ended June 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 2Q16 had net income of $7.9 million. 2. Please see the appendix for reconciliations of non - GAAP measures to the most comparable GAAP measures. $42.5M Adjusted EBITDA 1 (15.2)% 2Q17 Actual YOY% Change $2.0B Net Sales (1.5)% 5 Adjusted EBITDA 2 Net Loss $(9.1)M (215.2)% Net Sales NM 1

Second Quarter 2017 Veritiv Net Sales 6 2Q16 Net Sales 2Q17 Net Sales $2,029 $2,061 FX Effect (0.3%) (Unaudited, Dollars In Millions) Reported Net Sales = (1.5)% Core Net Sales (1.2%)

2Q17 Highlights and 2017 Outlook 7 2Q17 Highlights: ▪ Packaging: solid 2Q sales ▪ Facility Solutions: positive 2Q sales ▪ Print and Publishing: difficult 2Q; secular challenges expected to continue ▪ Integration and synergy capture on track, but pace slowing (as expected) – Warehouse consolidation and systems conversion ◦ Increased activity leading to higher operating expenses ▪ Continued investment in growth businesses • 2017 Outlook: ▪ 2017 Adjusted EBITDA is expected to be $190 - $200 million 1 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.

Stephen Smith CFO 8

(Unaudited, Dollars In Millions, Except Per Share Amounts) 2Q17 YOY % Change Three Months Ended June 30 Net sales $2,028.9 (1.5 )% Net sales per shipping day _ (1.5 )% Cost of products sold $1,660.5 (1.6 )% Net sales less cost of products sold $368.4 (1.2 )% Net loss $(9.1) NM 2 Basic and diluted loss per share $(0.58) NM 2 Adjusted EBITDA $42.5 (15.2 )% Adjusted EBITDA as a % of net sales 2.1 % - 30 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 2Q16 had net income and earnings per share of $7.9 million and $0.49, respe ctively Veritiv Financial Results 1 Second Quarter 2017 9

Veritiv Segment Financial Results Second Quarter 2017 10 Facility Solutions Publishing Print 2Q17 Three Months Ended June 30 YOY % Change Net sales $224 (11.3 )% Net sales per shipping day _ (11.3 )% Adjusted EBITDA $6.0 1.7 % Adj. EBITDA as a % of net sales 2.7 % 40 BPS 2Q17 Three Months Ended June 30 YOY % Change Net sales $745 5.6 % Net sales per shipping day _ 5.6 % Adjusted EBITDA $54.1 (8.6 )% Adj. EBITDA as a % of net sales 7.3 % (110) BPS 2Q17 Three Months Ended June 30 YOY % Change Net sales $329 2.2 % Net sales per shipping day _ 2.2 % Adjusted EBITDA $9.8 (29.5 )% Adj. EBITDA as a % of net sales 3.0 % (130) BPS 2Q17 Three Months Ended June 30 YOY % Change Net sales $695 (7.6 )% Net sales per shipping day _ (7.6 )% Adjusted EBITDA $17.6 (10.7 )% Adj. EBITDA as a % of net sales 2.5 % (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 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 ~ $21M, with ~ $9M 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 ▪ Return value to shareholders ▪ Invest in growth (organic and inorganic) ▪ At the end of June 2017: ▪ The borrowing base availability for the ABL facility was ~ $1.2B ▪ $790M drawn against the ABL facility ▪ $376M of available borrowing capacity ▪ Net debt to Adj. EBITDA: 4.1x for the trailing 12 months 12

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), 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 June 30, Six Months Ended June 30, 2017 2016 2017 2016 Net income (loss) $ (9.1 ) $ 7.9 $ (11.3 ) $ 11.2 Interest expense, net 7.4 6.4 13.8 12.9 Income tax expense (benefit) (7.7 ) 6.2 (9.1 ) 10.4 Depreciation and amortization 13.7 13.6 26.8 27.1 EBITDA 4.3 34.1 20.2 61.6 Restructuring charges (income) 23.2 (0.3 ) 27.3 1.4 Stock - based compensation 4.1 3.1 7.8 5.1 LIFO reserve decrease (increase) 2.2 2.2 (0.3 ) (3.1 ) Non - restructuring asset impairment charges — 0.6 0.7 1.0 Non - restructuring severance charges 0.5 1.4 1.0 2.2 Non - restructuring pension charges (1.1 ) — (1.1 ) — Integration expenses 7.5 6.1 13.9 12.3 Fair value adjustment on TRA contingent liability 1.1 2.0 2.0 3.8 Other 0.7 0.9 0.8 0.7 Adjusted EBITDA $ 42.5 $ 50.1 $ 72.3 $ 85.0 Net sales $ 2,028.9 $ 2,060.8 $ 4,023.5 $ 4,080.6 Adjusted EBITDA as a % of net sales 2.1 % 2.4 % 1.8 % 2.1 % 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 (in millions, unaudited) Three Months Ended June 30, 2017 Net cash flows provided by operating activities $ 36.9 Less: Capital expenditures (9.9 ) Free cash flow 27.0 Add back: Cash payments for restructuring expenses 7.4 Cash payments for integration expenses 6.4 Cash payments for integration - related capex 4.4 Free cash flow excluding cash impact of restructuring and integration - related items $ 45.2

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) June 30, 2017 Amount drawn on ABL Facility $ 789.9 Less: Cash (55.3 ) Net debt 734.6 Last Twelve Months Adjusted EBITDA $ 179.5 Net debt to Adjusted EBITDA 4.1x Last Twelve Months June 30, 2017 Net income $ 4.8 Interest expense, net 28.4 Income tax expense 4.9 Depreciation and amortization 54.4 EBITDA 92.5 Restructuring charges 27.4 Stock - based compensation 11.0 LIFO reserve increase 6.4 Non - restructuring asset impairment charges 8.4 Non - restructuring severance charges 1.9 Non - restructuring pension charges 1.3 Integration expenses 27.5 Fair value adjustments on TRA contingent liability 3.1 Adjusted EBITDA $ 179.5

Veritiv Corporation Second Quarter 2017 Financial Results August 2, 2017