8-K

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 6, 2018 (November 6, 2018)

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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company            o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Item 2.02.Results of Operations and Financial Condition.

On November 6, 2018, 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, 2018. 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 6, 2018 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, 2018. 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 6, 2018.
99.2	Additional Information of Veritiv Corporation issued November 6, 2018.

2

SIGNATURES

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

		VERITIV CORPORATION
Dated:	November 6, 2018	/s/ Mark W. Hianik
		Mark W. Hianik
		Senior Vice President, General Counsel & Corporate Secretary

3

EX-99.1

Exhibit 99.1

Veritiv Announces Third Quarter 2018

Financial Results

Reports Third Quarter Net Sales of $2.2 Billion,

Net Income of $1.4 Million,

Basic and Diluted Earnings per Share of $0.09, and

Adjusted EBITDA of $52.7 Million

ATLANTA (November 6, 2018) — 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, 2018.

“We are pleased with our third quarter results,” said Mary Laschinger, Chairman and CEO of Veritiv Corporation. “Our Packaging business continued to perform well, growing both revenues and Adjusted EBITDA. For the quarter, Adjusted EBITDA improved 20% year-over-year, and we are on track to meet our full year Adjusted EBITDA guidance.”

For the three months ended September 30, 2018, compared to the three months ended September 30, 2017:

·Net sales were $2.2 billion, an increase of 3.6% from the prior year. Net sales increased 2.3% from the prior year, excluding the negative effect of foreign currency (0.4%) and positive effect of one extra shipping day (1.6%) in the third quarter of 2018.

·Net income was $1.4 million, compared to net loss of $(14.3) million in the prior year. Net integration, acquisition and restructuring charges were $13.3 million in the third quarter of 2018 and $16.9 million in the prior year.

·Basic and diluted earnings (loss) per share were $0.09 compared to $(0.91) in the prior year.

·Adjusted EBITDA was $52.7 million, an increase of 19.5% from the prior year.

·Adjusted EBITDA as a percentage of net sales was 2.4%, an increase of 30 basis points from the prior year.

For the nine months ended September 30, 2018, compared to the nine months ended September 30, 2017:

·Net sales were $6.5 billion, an increase of 5.3% from the prior year. Net sales increased 4.6% from the prior year, excluding the positive effect of foreign currency (0.2%) and one extra shipping day (0.6%) in 2018.

·Net loss was $(25.0) million, compared to net loss of $(25.6) million in the prior year. Net integration, acquisition and restructuring charges were $53.3 million in 2018 and $58.1 million in the prior year.

·Basic and diluted loss per share were $(1.58) compared to $(1.63) in the prior year.

·Adjusted EBITDA was $127.8 million, an increase of 9.8% from the prior year.

·Adjusted EBITDA as a percentage of net sales was 2.0%, an increase of 10 basis points from the prior year.

“We expect to complete our final U.S. operating systems conversion by year-end,” said Stephen Smith, Senior Vice President and Chief Financial Officer of Veritiv Corporation. “With the system conversions, as well

as the multi-location warehouse consolidations largely behind us, we anticipate shifting more of our effort to the optimization element of our long-term strategy in 2019.”

Veritiv Corporation will host a live conference call and webcast today, November 6, 2018, 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 5976311.  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 8,900 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 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 full benefit of the anticipated synergies, cost savings and growth opportunities from the merger transaction and our ability to integrate the xpedx business with the Unisource business; the possibility of incurring expenditures in excess of those currently budgeted in connection with the integration; and other events of which we are presently unaware or that we currently deem immaterial that may result in unexpected adverse operating results. The Company is not responsible for updating the information contained in this press release beyond the published date, or for changes made to this document by wire services or Internet service providers. This press release is being furnished to the SEC through a Form 8-K. The Company’s Quarterly Report on Form 10-Q for the three and nine months ended September 30, 2018 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,
	2018			2017			2018			2017
Net sales	$	2,192.5		$	2,116.8		$	6,465.4		$	6,140.3
Cost of products sold (exclusive of depreciation and amortization shown separately below)	1,805.8			1,736.6			5,323.8			5,026.4
Distribution expenses	135.0			132.0			400.1			380.9
Selling and administrative expenses	209.8			229.4			656.1			652.7
Depreciation and amortization	13.1			13.1			41.5			39.9
Integration and acquisition expenses	7.9			14.2			24.6			28.1
Restructuring charges, net	5.4			2.7			28.7			30.0
Operating income (loss)	15.5			(11.2		)	(9.4		)	(17.7		)
Interest expense, net	11.0			8.3			30.5			22.1
Other (income) expense, net	(0.4		)	(1.2		)	(13.8		)	(1.1		)
Income (loss) before income taxes	4.9			(18.3		)	(26.1		)	(38.7		)
Income tax expense (benefit)	3.5			(4.0		)	(1.1		)	(13.1		)
Net income (loss)	$	1.4		$	(14.3	)	$	(25.0	)	$	(25.6	)
Earnings (loss) per share:
Basic earnings (loss) per share	$	0.09		$	(0.91	)	$	(1.58	)	$	(1.63	)
Diluted earnings (loss) per share	$	0.09		$	(0.91	)	$	(1.58	)	$	(1.63	)
Weighted average shares outstanding:
Basic	15.85			15.70			15.82			15.70
Diluted	16.47			15.70			15.82			15.70

VERITIV CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

(dollars in millions, except par value, unaudited)

	September 30, 2018			December 31, 2017
Assets
Current assets:
Cash	$	70.9		$	80.3
Accounts receivable, less allowances of $56.2 and $44.0, respectively	1,212.5			1,174.3
Related party receivable	3.2			3.3
Inventories	737.8			722.7
Other current assets	152.5			133.5
Total current assets	2,176.9			2,114.1
Property and equipment (net of depreciation and amortization of $315.3 and $314.6, respectively)	210.1			340.2
Goodwill	99.6			99.6
Other intangibles, net	58.5			64.1
Deferred income tax assets	62.4			59.6
Other non-current assets	27.0			30.8
Total assets	$	2,634.5		$	2,708.4
Liabilities and shareholders’ equity
Current liabilities:
Accounts payable	$	723.4		$	680.1
Related party payable	11.8			8.5
Accrued payroll and benefits	55.9			73.5
Other accrued liabilities	139.6			134.6
Current maturities of long-term debt	6.6			2.9
Financing obligations, current portion (including obligations to related party of $0.0 and $7.1, respectively)	0.7			7.8
Total current liabilities	938.0			907.4
Long-term debt, net of current maturities	997.6			908.3
Financing obligations, less current portion (including obligations to related party of $0.0 and $155.2, respectively)	25.1			181.6
Defined benefit pension obligations	20.6			24.4
Other non-current liabilities	116.5			137.0
Total liabilities	2,097.8			2,158.7
Commitments and contingencies
Shareholders’ equity:
Preferred stock, $0.01 par value, 10.0 million shares authorized, none issued	—			—
Common stock, $0.01 par value, 100.0 million shares authorized; shares issued - 16.2 million and 16.0 million, respectively; shares outstanding - 15.9 million and 15.7 million, respectively	0.2			0.2
Additional paid-in capital	603.3			590.2
Accumulated (deficit) earnings	(17.8		)	6.4
Accumulated other comprehensive loss	(35.4		)	(33.5		)
Treasury stock at cost - 0.3 million shares at September 30, 2018 and December 31, 2017	(13.6		)	(13.6		)
Total shareholders’ equity	536.7			549.7
Total liabilities and shareholders’ equity	$	2,634.5		$	2,708.4

VERITIV CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in millions, unaudited)

	Nine Months Ended September 30,
	2018			2017
Operating activities
Net loss	$	(25.0	)	$	(25.6	)
Depreciation and amortization	41.5			39.9
Amortization of deferred financing fees	2.0			1.9
Net (gains) on dispositions of property and equipment	(2.2		)	(4.0		)
Long-lived asset impairment charges	0.2			8.4
Provision for allowance for doubtful accounts	18.5			11.6
Deferred income tax (benefit)	(3.2		)	(14.3		)
Stock-based compensation	15.2			11.6
Other non-cash items, net	(6.8		)	2.5
Changes in operating assets and liabilities
Accounts receivable and related party receivable	(60.6		)	(87.5		)
Inventories	(17.2		)	(17.9		)
Other current assets	(26.1		)	(6.7		)
Accounts payable and related party payable	78.1			69.6
Accrued payroll and benefits	(17.5		)	(23.4		)
Other accrued liabilities	15.4			8.9
Other	(4.8		)	7.3
Net cash provided by (used for) operating activities	7.5			(17.7		)
Investing activities
Property and equipment additions	(33.7		)	(26.0		)
Proceeds from asset sales	4.1			23.1
Cash paid for purchase of business, net of cash acquired	—			(144.8		)
Net cash used for investing activities	(29.6		)	(147.7		)
Financing activities
Change in book overdrafts	(30.3		)	(43.9		)
Borrowings of long-term debt	4,058.1			3,685.2
Repayments of long-term debt	(3,988.4		)	(3,446.5		)
Payments under equipment capital lease obligations	(5.3		)	(2.2		)
Payments under financing obligations (including obligations to related party of $8.6 and $11.5, respectively)	(9.1		)	(12.9		)
Payments under Tax Receivable Agreement	(9.9		)	(8.5		)
Other	(2.1		)	—
Net cash provided by financing activities	13.0			171.2
Effect of exchange rate changes on cash	(0.3		)	1.1
Net change in cash	(9.4		)	6.9
Cash at beginning of period	80.3			69.6
Cash at end of period	$	70.9		$	76.5
Supplemental cash flow information
Cash paid for income taxes, net of refunds	$	1.3		$	3.2
Cash paid for interest	28.0			19.4
Non-cash investing and financing activities
Non-cash additions to property and equipment	$	29.8		$	8.6
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, net, integration and acquisition expenses and other similar charges including any severance costs, costs associated with warehouse and office openings or closings, consolidation, and relocation and other business optimization expenses, stock-based compensation expense, changes in the LIFO reserve, non-restructuring asset impairment charges, non-restructuring severance charges, non-restructuring pension charges, net, fair value adjustments related to contingent liabilities assumed in mergers and acquisitions and certain other adjustments) because we believe investors commonly use Adjusted EBITDA  as a key financial metric for valuing companies. In addition, the credit agreement governing our asset-based lending facility permits us to exclude the foregoing and other charges in calculating “Consolidated EBITDA”, as defined in the facility. We approximate foreign currency effects by applying the foreign currency exchange rate for the prior period to the local currency results for the current period.

Adjusted EBITDA is not an alternative measure of financial performance under U.S. GAAP. Non-GAAP measures do not have definitions under U.S. GAAP and may be defined differently by, and not be comparable to, similarly titled measures used by other companies. As a result, we consider and evaluate non-GAAP measures in connection with a review of the most directly comparable measure calculated in accordance with U.S. GAAP. We caution investors not to place undue reliance on such non-GAAP measures and to consider them with the most directly comparable U.S. GAAP measures. Adjusted EBITDA has limitations as an analytical tool and should not be considered in isolation or as a substitute for analyzing our results as reported under U.S. GAAP. Please see the following tables for reconciliations of non-GAAP measures to the most comparable U.S. GAAP measures.

Table I

VERITIV CORPORATION

RECONCILIATION OF NON-GAAP MEASURES

NET INCOME (LOSS) TO ADJUSTED EBITDA; ADJUSTED EBITDA MARGIN

(in millions, unaudited)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2018			2017			2018			2017
Net income (loss)	$	1.4		$	(14.3	)	$	(25.0	)	$	(25.6	)
Interest expense, net	11.0			8.3			30.5			22.1
Income tax expense (benefit)	3.5			(4.0		)	(1.1		)	(13.1		)
Depreciation and amortization	13.1			13.1			41.5			39.9
EBITDA	29.0			3.1			45.9			23.3
Restructuring charges, net	5.4			2.7			28.7			30.0
Stock-based compensation	4.5			3.8			15.2			11.6
LIFO reserve increase	4.0			3.7			18.4			3.4
Non-restructuring asset impairment charges	0.2			7.7			0.2			8.4
Non-restructuring severance charges	0.5			0.5			2.3			1.5
Non-restructuring pension charges, net	(0.1		)	3.2			(0.8		)	2.1
Integration and acquisition expenses	7.9			14.2			24.6			28.1
Fair value adjustment on Tax Receivable Agreement contingent liability	0.1			(0.4		)	(0.3		)	1.6
Fair value adjustment on contingent consideration liability	0.3			—			(11.0		)	—
Escheat audit contingent liability	0.8			4.5			0.8			4.5
Other	0.1			1.1			3.8			1.9
Adjusted EBITDA	$	52.7		$	44.1		$	127.8		$	116.4
Net sales	$	2,192.5		$	2,116.8		$	6,465.4		$	6,140.3
Adjusted EBITDA as a % of net sales	2.4		%	2.1		%	2.0		%	1.9		%

Veritiv Contacts:

Investors: Tom Morabito, 770-391-8451   Media: Phil Taylor, 770-391-8415

EX-99.2

Veritiv Corporation Third Quarter 2018 Financial Results November 6, 2018 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 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 full benefit of the anticipated synergies, cost savings and growth opportunities from the merger transaction and our ability to integrate the xpedx business with the Unisource business; the possibility of incurring expenditures in excess of those currently budgeted in connection with the integration; and other events of which we are presently unaware or that we currently deem immaterial that may result in unexpected adverse operating results. The Company is not responsible for updating the information contained in this presentation beyond the published date, or for changes made to this document by wire services or Internet service providers. This presentation is being furnished to the SEC through a Form 8-K. The Company’s Quarterly Report on Form 10-Q for the three and nine months ended September 30, 2018 to be filed with the SEC may contain updates to the information included in this presentation. We reference non-GAAP financial measures in this presentation. Please see the appendix for reconciliations of non-GAAP measures to the most comparable U.S. GAAP measures. 3

Mary Laschinger Chairman & CEO 4

19.5% Financial Results (Unaudited) 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 3Q17 had a net loss of $(14.3) million. $52.7M Adjusted EBITDA1 3Q18 Actual YOY% Change $2.2B Net Sales 3.6% 5 Adjusted EBITDA1 Net Income $1.4M 109.8% Net Sales NM2

3Q18 Highlights and 2018 Outlook 6 3Q18 Highlights: Packaging: strong 3Q sales Core revenues increased 11% quarter-over-quarter in 3Q; 6% of which was from the All American Containers (AAC) acquisition Facility Solutions: sales decline in 3Q Print: sales decline in 3Q Publishing: improved 3Q sales 2018 Outlook: Final operating system conversion scheduled during 4Q 2018 Adjusted EBITDA is expected to be $180-190 million 2018 Free Cash Flow is expected to be near zero 2019 Early Outlook: 2019 Adjusted EBITDA is expected to improve over 2018 Expecting to see an inflection point for Free Cash Flow in 2019

Stephen Smith CFO 7

(Unaudited, Dollars In Millions, Except Per Share Amounts) 3Q18 YOY % Change Three Months Ended September 30 Net sales $2,192.5 3.6 % Net sales per shipping day _ 1.9 % Cost of products sold $1,805.8 4.0 % Net sales less cost of products sold $386.7 1.7 % Net income $1.4 NM2 Basic and diluted earnings per share $0.09 NM2 Adjusted EBITDA $52.7 19.5 % Adjusted EBITDA as a % of net sales 2.4 % 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 3Q17 had net loss and basic and diluted loss per share of $(14.3) million, and $(0.91) respectively. Veritiv Financial Results1 Third Quarter 2018 8

Veritiv Segment Financial Results Third Quarter 2018 9 Facility Solutions Publishing Print 3Q18 Three Months Ended September 30 YOY % Change Net sales $259 8.3 % Net sales per shipping day _ 6.6 % Adjusted EBITDA $5.6 1.1 % Adj. EBITDA as a % of net sales 2.2 % (10) BPS 3Q18 Three Months Ended September 30 YOY % Change Net sales $899 12.5 % Net sales per shipping day _ 10.7 % Adjusted EBITDA $64.0 3.1 % Adj. EBITDA as a % of net sales 7.1 % (70) BPS 3Q18 Three Months Ended September 30 YOY % Change Net sales $330 (2.7 )% Net sales per shipping day _ (4.3 )% Adjusted EBITDA $8.1 (21.4 )% Adj. EBITDA as a % of net sales 2.5 % (50) BPS 3Q18 Three Months Ended September 30 YOY % Change Net sales $668 (4.8 )% Net sales per shipping day _ (6.3 )% Adjusted EBITDA $14.5 10.7 % Adj. EBITDA as a % of net sales 2.2 % 30 BPS (Unaudited, Dollars In Millions) Packaging

Asset Based Loan Facility & Capital Allocation Capital Structure Capital Allocation Capital Allocation Priorities: Invest in the Company YTD: CapEx totaled ~ $34M, with ~ $20M related to integration Expect 2018 incremental CapEx for integration projects of approximately $20M Ordinary course 2018 CapEx expected to be about $20M Pay down debt Invest in growth (organic and inorganic) At the end of September 2018: The borrowing base availability for the ABL facility was ~ $1.2B $966M drawn against the ABL facility $262M of available borrowing capacity Net debt to Adj. EBITDA: 4.8x for the trailing 12 months 10

Questions 11

Mary Laschinger Chairman & CEO 12

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

Table I VERITIV CORPORATION RECONCILIATION OF NON-GAAP MEASURES NET INCOME (LOSS) TO ADJUSTED EBITDA; ADJUSTED EBITDA MARGIN (in millions, unaudited) Three Months Ended September 30, Three Months Ended September 30, Nine Months Ended September 30, Nine Months Ended September 30, 2018 2018 2017 2017 2018 2018 2017 2017 Net income (loss) $ 1.4 $ (14.3 ) $ (25.0 ) $ (25.6 ) Interest expense, net 11.0 8.3 30.5 22.1 Income tax expense (benefit) 3.5 (4.0 ) (1.1 ) (13.1 ) Depreciation and amortization 13.1 13.1 41.5 39.9 EBITDA 29.0 3.1 45.9 23.3 Restructuring charges, net 5.4 2.7 28.7 30.0 Stock-based compensation 4.5 3.8 15.2 11.6 LIFO reserve increase 4.0 3.7 18.4 3.4 Non-restructuring asset impairment charges 0.2 7.7 0.2 8.4 Non-restructuring severance charges 0.5 0.5 2.3 1.5 Non-restructuring pension charges, net (0.1 ) 3.2 (0.8 ) 2.1 Integration and acquisition expenses 7.9 14.2 24.6 28.1 Fair value adjustment on Tax Receivable Agreement contingent liability 0.1 (0.4 ) (0.3 ) 1.6 Fair value adjustment on contingent consideration liability 0.3 — (11.0 ) — Escheat audit contingent liability 0.8 4.5 0.8 4.5 Other 0.1 1.1 3.8 1.9 Adjusted EBITDA $ 52.7 $ 44.1 $ 127.8 $ 116.4 Net sales $ 2,192.5 $ 2,116.8 $ 6,465.4 $ 6,140.3 Adjusted EBITDA as a % of net sales 2.4 % 2.1 % 2.0 % 1.9 % Appendix: Reconciliation of Non-GAAP Financial Measures 14

15 Appendix: Reconciliation of Non-GAAP Financial Measures Table II VERITIV CORPORATION RECONCILIATION OF NON-GAAP MEASURES FREE CASH FLOW TO ADJUSTED FREE CASH FLOW (in millions, unaudited) Three Months Ended September 30, 2018 Three Months Ended September 30, 2018 Net cash flows used for operating activities $ (0.5 ) Less: Capital expenditures (12.2 ) Free cash flow (12.7 ) Add back: Cash payments for restructuring expenses 9.7 Cash payments for integration and acquisition expenses 6.5 Cash payments for integration-related capex 8.3 Adjusted free cash flow $ 11.8

16 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, 2018 September 30, 2018 Amount drawn on ABL Facility $ 966.0 Less: Cash (70.9 ) Net debt 895.1 Last Twelve Months Adjusted EBITDA $ 187.8 Net debt to Adjusted EBITDA 4.8x 4.8x Last Twelve Months Last Twelve Months September 30, 2018 September 30, 2018 Net loss $ (12.7 ) Interest expense, net 39.6 Income tax expense 23.4 Depreciation and amortization 55.8 EBITDA 106.1 Restructuring charges, net 15.4 Stock-based compensation 19.3 LIFO reserve increase 22.1 Non-restructuring asset impairment charges 0.2 Non-restructuring severance charges 4.3 Non-restructuring pension charges, net (0.7 ) Integration and acquisition expenses 33.0 Fair value adjustment on Tax Receivable Agreement contingent liability (11.3 ) Fair value adjustment on contingent consideration liability (9.0 ) Escheat audit contingent liability 3.8 Other 4.6 Adjusted EBITDA $ 187.8

Veritiv Corporation Third Quarter 2018 Financial Results November 6, 2018