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 5, 2019 (November 5, 2019)

 

VERITIV CORPORATION

 (Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation)

001-36479	46-3234977
(Commission File Number)	(I.R.S. Employer Identification No.)

1000 Abernathy Road NE
Building 400, Suite 1700
Atlanta, Georgia	30328
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (770) 391-8200

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

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

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

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

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

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, $0.01 par value	VRTV	New York Stock Exchange

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

Emerging growth company ¨

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

Item 2.02. Results of Operations and Financial Condition.

On November 5, 2019, 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, 2019. 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 5, 2019 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, 2019. 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 5, 2019.
99.2	Additional Information of Veritiv Corporation issued November 5, 2019.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

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

		VERITIV CORPORATION
Dated:	November 5, 2019	/s/ Mark W. Hianik
		Mark W. Hianik
		Senior Vice President, General Counsel & Corporate Secretary

EX-99.1

Exhibit 99.1

Veritiv Announces Third Quarter 2019

Financial Results

Reports Third Quarter Net Sales of $1.9 Billion,

Net Income of $5.1 Million,

Basic and Diluted Earnings per Share of $0.32 and $0.31, respectively, and

Adjusted EBITDA of $45.0 Million

ATLANTA (November 5, 2019) – 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, 2019.

"Our consolidated third quarter results were highlighted by strong cash flow, as well as improved margins and Adjusted EBITDA in Packaging and Facility Solutions. However, challenges in our Print segment negatively impacted our overall revenues and earnings," said Mary Laschinger, Chairman and CEO of Veritiv Corporation. "Given the year-to-date performance in Print, and our current outlook for the remainder of the year, we are lowering our 2019 Adjusted EBITDA guidance to $150 to $160 million, down from $165 to $180 million. However, we are raising our expectation for free cash flow from at least $85 million to at least $170 million."

For the three months ended September 30, 2019, compared to the three months ended September 30, 2018:

• Net sales were $1.9 billion, a decrease of 12.2% from the prior year. Net sales decreased 13.5% from the prior year, excluding the negative effect of foreign currency (0.1%) and the positive effect of one more shipping day (1.4%) in the third quarter of 2019.

• Net income was $5.1 million, compared to net income of $1.4 million in the prior year. Net integration, acquisition and restructuring charges were $12.1 million in the third quarter of 2019 compared to $13.3 million in the prior year.

• Basic and diluted earnings per share were $0.32 and $0.31, respectively, compared to $0.09 in the prior year.

• Adjusted EBITDA was $45.0 million, a decrease of 14.6% from the prior year.

• Adjusted EBITDA as a percentage of net sales was 2.3%, a decrease of 10 basis points from the prior year.

For the nine months ended September 30, 2019, compared to the nine months ended September 30, 2018:

• Net sales were $5.8 billion, a decrease of 9.9% from the prior year. Net sales decreased 9.6% from the prior year, excluding the negative effect of foreign currency (0.3%) in 2019.

• Net loss was $(32.9) million, compared to net loss of $(25.0) million in the prior year. Net integration, acquisition and restructuring charges were $30.2 million in 2019 and $53.3 million in the prior year.

• Basic and diluted loss per share were $(2.05) compared to $(1.58) in the prior year.

• Adjusted EBITDA was $108.7 million, a decrease of 14.9% from the prior year.

• Adjusted EBITDA as a percentage of net sales was 1.9%, a decrease of 10 basis points from the prior year.

"Improved working capital was the primary driver of our positive cash flow performance in the third quarter. Lower sales volumes and process improvements significantly reduced both accounts receivable and inventory," said Stephen Smith, Senior Vice President and Chief Financial Officer of Veritiv Corporation. "Our strong cash flow generation year-to-date has enabled significant debt reduction as our net debt to Adjusted EBITDA ratio is now 3.6x versus 4.8x in the prior year period. In addition, we have lowered our long-term debt, net of current portion, by over $270 million or 27% year-over-year."

Veritiv Corporation will host a live conference call and webcast today, November 5, 2019, at 10 a.m. (ET) to discuss its third quarter 2019 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 2359405.  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.

A reconciliation of the forecasted full year 2019 Adjusted EBITDA guidance range cannot be provided without unreasonable efforts due to the uncertainty and variability on a forward-looking basis of certain items that impact net income including, but not limited to, restructuring charges, LIFO reserves, fair value adjustment on contingent liabilities and taxes, any of which may be significant. In addition, the Company believes such a reconciliation would imply a degree of precision that would be confusing or misleading to investors.

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 150 operating distribution centers throughout the U.S., Canada and Mexico, and employs approximately 8,200 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 impacting our Company and our customers; 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; increases in the cost of fuel and third-party freight and the availability of third-party freight providers; changes in trade policies and regulations; 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, 2019 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,
	2019			2018			2019			2018
Net sales	$	1,924.5		$	2,192.5		$	5,824.2		$	6,465.4
Cost of products sold (exclusive of depreciation and amortization shown separately below)		1,550.8			1,805.8			4,726.5			5,323.8
Distribution expenses		124.9			135.0			387.3			400.1
Selling and administrative expenses		204.3			209.8			631.6			656.1
Depreciation and amortization		13.3			13.1			39.5			41.5
Integration and acquisition expenses		4.5			7.9			13.3			24.6
Restructuring charges, net		7.6			5.4			16.9			28.7
Operating income (loss)		19.1			15.5			9.1			(9.4	)
Interest expense, net		8.9			11.0			30.5			30.5
Other (income) expense, net		(2.5	)		(0.4	)		11.3			(13.8	)
Income (loss) before income taxes		12.7			4.9			(32.7	)		(26.1	)
Income tax expense (benefit)		7.6			3.5			0.2			(1.1	)
Net income (loss)	$	5.1		$	1.4		$	(32.9	)	$	(25.0	)
Earnings (loss) per share:
Basic earnings (loss) per share	$	0.32		$	0.09		$	(2.05	)	$	(1.58	)
Diluted earnings (loss) per share	$	0.31		$	0.09		$	(2.05	)	$	(1.58	)
Weighted-average shares outstanding:
Basic		16.10			15.85			16.04			15.82
Diluted		16.24			16.47			16.04			15.82

VERITIV CORPORATION

 CONDENSED CONSOLIDATED BALANCE SHEETS

 (dollars in millions, except par value, unaudited)

	September 30, 2019			December 31, 2018
Assets
Current assets:
Cash	$	59.3		$	64.3
Accounts receivable, less allowances of $50.9 and $62.0, respectively		968.2			1,181.4
Related party receivable		2.8			3.2
Inventories		602.6			688.2
Other current assets		137.8			147.2
Total current assets		1,770.7			2,084.3
Property and equipment (net of accumulated depreciation and amortization of $337.3 and $320.7, respectively)		199.6			206.7
Goodwill		99.6			99.6
Other intangibles, net		53.4			57.2
Deferred income tax assets		58.3			56.5
Other non-current assets		456.1			25.4
Total assets	$	2,637.7		$	2,529.7
Liabilities and shareholders' equity
Current liabilities:
Accounts payable	$	592.7		$	641.9
Related party payable		6.5			9.3
Accrued payroll and benefits		50.8			56.5
Other accrued liabilities		223.3			134.7
Current portion of debt		9.9			6.7
Financing obligations, current portion		—			0.6
Total current liabilities		883.2			849.7
Long-term debt, net of current portion		726.2			963.6
Financing obligations, less current portion		—			23.6
Defined benefit pension obligations		20.8			21.1
Other non-current liabilities		482.9			128.6
Total liabilities		2,113.1			1,986.6
Commitments and contingencies
Shareholders' equity:
Preferred stock, $0.01 par value, 10.0 million shares authorized, none issued		—			—
Common stock, $0.01 par value, 100.0 million shares authorized; shares issued - 16.4 million and 16.2 million, respectively; shares outstanding - 16.1 million and 15.9 million, respectively		0.2			0.2
Additional paid-in capital		615.8			605.7
Accumulated (deficit) earnings		(38.7	)		(8.5	)
Accumulated other comprehensive loss		(39.1	)		(40.7	)
Treasury stock at cost - 0.3 million shares at September 30, 2019 and December 31, 2018		(13.6	)		(13.6	)
Total shareholders' equity		524.6			543.1
Total liabilities and shareholders' equity	$	2,637.7		$	2,529.7

VERITIV CORPORATION

 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

 (in millions, unaudited)

	Nine Months Ended September 30,
	2019			2018
Operating activities
Net loss	$	(32.9	)	$	(25.0	)
Depreciation and amortization		39.5			41.5
Amortization of deferred financing fees		1.9			2.0
Net losses (gains) on dispositions of property and equipment		(0.1	)		(2.2	)
Goodwill and long-lived asset impairment charges		—			0.2
Provision for allowance for doubtful accounts		13.8			18.5
Deferred income tax (benefit)		(2.9	)		(3.2	)
Stock-based compensation		12.4			15.2
Other non-cash items, net		9.9			(6.8	)
Changes in operating assets and liabilities
Accounts receivable and related party receivable		193.1			(60.6	)
Inventories		87.8			(17.2	)
Other current assets		29.7			(26.1	)
Accounts payable and related party payable		(84.8	)		78.1
Accrued payroll and benefits		(5.9	)		(17.5	)
Other accrued liabilities		(0.4	)		15.4
Other		9.4			(4.8	)
Net cash provided by (used for) operating activities		270.5			7.5
Investing activities
Property and equipment additions		(22.2	)		(33.7	)
Proceeds from asset sales		0.3			4.1
Net cash provided by (used for) investing activities		(21.9	)		(29.6	)
Financing activities
Change in book overdrafts		31.4			(30.3	)
Borrowings of long-term debt		5,038.3			4,058.1
Repayments of long-term debt		(5,306.1	)		(3,988.4	)
Payments under right-of-use finance leases and capital leases, respectively		(6.8	)		(5.3	)
Payments under financing obligations (including obligations to related party of $8.6 in the prior year period)		—			(9.1	)
Payments under Tax Receivable Agreement		(7.8	)		(9.9	)
Other		(2.4	)		(2.1	)
Net cash provided by (used for) financing activities		(253.4	)		13.0
Effect of exchange rate changes on cash		(0.2	)		(0.3	)
Net change in cash		(5.0	)		(9.4	)
Cash at beginning of period		64.3			80.3
Cash at end of period	$	59.3		$	70.9
Supplemental cash flow information
Cash paid for income taxes, net of refunds	$	3.1		$	1.3
Cash paid for interest		28.1			28.0
Non-cash investing and financing activities
Non-cash additions to property and equipment for right-of-use finance leases and capital leases, respectively	$	9.8		$	29.8
Non-cash additions to other non-current assets for right-of-use operating leases		107.7			—

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 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.

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,
	2019			2018			2019			2018
Net income (loss)	$	5.1		$	1.4		$	(32.9	)	$	(25.0	)
Interest expense, net		8.9			11.0			30.5			30.5
Income tax expense (benefit)		7.6			3.5			0.2			(1.1	)
Depreciation and amortization		13.3			13.1			39.5			41.5
EBITDA		34.9			29.0			37.3			45.9
Restructuring charges, net		7.6			5.4			16.9			28.7
Stock-based compensation		3.4			4.5			12.4			15.2
LIFO reserve (decrease) increase		(3.9	)		4.0			(1.0	)		18.4
Non-restructuring asset impairment charges		—			0.2			—			0.2
Non-restructuring severance charges		1.3			0.5			4.0			2.3
Non-restructuring pension charges, net		0.0			(0.1	)		6.6			(0.8	)
Integration and acquisition expenses		4.5			7.9			13.3			24.6
Fair value adjustment on Tax Receivable Agreement contingent liability		0.3			0.1			1.8			(0.3	)
Fair value adjustment on contingent consideration liability		(2.5	)		0.3			10.6			(11.0	)
Escheat audit contingent liability		(1.0	)		0.8			6.0			0.8
Other		0.4			0.1			0.8			3.8
Adjusted EBITDA	$	45.0		$	52.7		$	108.7		$	127.8
Net sales	$	1,924.5		$	2,192.5		$	5,824.2		$	6,465.4
Adjusted EBITDA as a % of net sales		2.3	%		2.4	%		1.9	%		2.0	%

Table II

 VERITIV CORPORATION

 RECONCILIATION OF NON-GAAP MEASURES

FREE CASH FLOW GUIDANCE

 (in millions, unaudited)

	Forecast for Year Ending December 31, 2019
Net cash flows provided by operating activities	at least	$	215
Less: Capital expenditures			(45	)
Free cash flow	at least	$	170

Veritiv Contacts:

Investors: Tom Morabito, 770-391-8451 Media: Kristie Madara, 770-391-8471

EX-99.2

Third Quarter 2019 Financial Results November 5, 2019 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 impacting our Company and our customers ; 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 ; increases in the cost of fuel and third - party freight and the availability of third - party freight providers ; changes in trade policies and regulations ; 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 , 2019 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

(14.6)% Financial Results (Unaudited) 1. Please see the appendix for reconciliations of non - GAAP measures to the most comparable U.S. GAAP measures. 2. Cash flow from operations less capital expenditures. 3. Year - over - year comparison not meaningful as 3Q18 Free Cash Flow was $(12.7) million. $45.0M 3Q19 Actual YOY% Change Net Sales $1.9B (12.2)% 5 Adjusted EBITDA 1 Net Income $5.1M 264.3% Free Cash Flow 2 $81.0M NM 3

3Q19 Highlights: Packaging: • Adjusted EBITDA positively impacted by improved margins from customer mix and process improvements in margin management Facility Solutions: • Adjusted EBITDA positively impacted by lower supply chain and selling expenses, as well as improved margins from our strategic repositioning Print and Publishing: • Adjusted EBITDA negatively impacted by the revenue decline and margin pressure, partially offset by lower expenses 2019 Outlook: • Adjusted EBITDA expected to be $150 to $160 million, down from $165 to $180 million • Free Cash Flow expected to be at least $170 million, up from at least $85 million • Total Capital Expenditures expected to be approximately $45 million 6 3Q19 Highlights and 2019 Outlook

Stephen Smith CFO 7

(Unaudited, Dollars In Millions, Except Per Share Amounts) 3Q19 YOY % Change Three Months Ended September 30 Net sales $1,924.5 (12.2 )% Net sales per shipping day — (13.6 )% Cost of products sold $1,550.8 (14.1 )% Net sales less cost of products sold $373.7 (3.4 )% Net income $5.1 264.3 % Basic earnings (loss) per share $0.32 255.6 % Diluted earnings (loss) per share $0.31 244.4 % Adjusted EBITDA $45.0 (14.6 )% Adjusted EBITDA as a % of net sales 2.3 % - 10 BPS 1. Please see the appendix for reconciliations of non - GAAP measures to the most comparable GAAP measures. Financial Results 1 Third Quarter 2019 8

Segment Financial Results Third Quarter 2019 9 Facility Solutions Publishing Print 3Q19 Three Months Ended September 30 YOY % Change Net sales $190 (26.5 )% Net sales per shipping day (27.6 )% Adjusted EBITDA $4.6 (17.9 )% Adj. EBITDA as a % of net sales 2.4 % 20 BPS 3Q19 Three Months Ended September 30 YOY % Change Net sales $871 (3.1 )% Net sales per shipping day (4.6 )% Adjusted EBITDA $67.4 5.3 % Adj. EBITDA as a % of net sales 7.7 % 60 BPS 3Q19 Three Months Ended September 30 YOY % Change Net sales $308 (6.8 )% Net sales per shipping day (8.2 )% Adjusted EBITDA $11.0 35.8 % Adj. EBITDA as a % of net sales 3.6 % 110 BPS 3Q19 Three Months Ended September 30 YOY % Change Net sales $523 (21.7 )% Net sales per shipping day (23.0 )% Adjusted EBITDA $10.6 (26.9 )% Adj. EBITDA as a % of net sales 2.0 % (20) BPS Packaging (Unaudited, Dollars In Millions)

Capital Structure Capital Allocation Capital Allocation Priorities: • Invest in growth: ◦ 2019 total CapEx expected to be approximately $45M ◦ Optimization activities • Pay down debt • Return value to shareholders At the end of September 2019: • The borrowing base availability for the ABL facility was ~ $1.0B • $665M drawn against the ABL facility • $354M of available borrowing capacity • Net debt to Adj. EBITDA: 3.6x for the trailing 12 months 10 Asset - Based Lending Facility & Capital Allocation

Questions 11

Mary Laschinger Chairman & CEO 12

Appendix: Reconciliation of Non - GAAP Financial Measures We supplement our financial information prepared in accordance with U . S . GAAP with certain non - GAAP measures including 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, Nine Months Ended September 30, 2019 2018 2019 2018 Net income (loss) $ 5.1 $ 1.4 $ (32.9 ) $ (25.0 ) Interest expense, net 8.9 11.0 30.5 30.5 Income tax expense (benefit) 7.6 3.5 0.2 (1.1 ) Depreciation and amortization 13.3 13.1 39.5 41.5 EBITDA 34.9 29.0 37.3 45.9 Restructuring charges, net 7.6 5.4 16.9 28.7 Stock - based compensation 3.4 4.5 12.4 15.2 LIFO reserve (decrease) increase (3.9 ) 4.0 (1.0 ) 18.4 Non - restructuring asset impairment charges — 0.2 — 0.2 Non - restructuring severance charges 1.3 0.5 4.0 2.3 Non - restructuring pension charges, net 0.0 (0.1 ) 6.6 (0.8 ) Integration and acquisition expenses 4.5 7.9 13.3 24.6 Fair value adjustment on Tax Receivable Agreement contingent liability 0.3 0.1 1.8 (0.3 ) Fair value adjustment on contingent consideration liability (2.5 ) 0.3 10.6 (11.0 ) Escheat audit contingent liability (1.0 ) 0.8 6.0 0.8 Other 0.4 0.1 0.8 3.8 Adjusted EBITDA $ 45.0 $ 52.7 $ 108.7 $ 127.8 Net sales $ 1,924.5 $ 2,192.5 $ 5,824.2 $ 6,465.4 Adjusted EBITDA as a % of net sales 2.3 % 2.4 % 1.9 % 2.0 % 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, 2019 Net cash flows provided by operating activities $ 88.3 Less: Capital expenditures (7.3 ) Free cash flow 81.0 Add back: Cash payments for restructuring expenses 5.1 Cash payments for integration and acquisition expenses 3.6 Cash payments for integration - related capex 2.3 Adjusted free cash flow $ 92.0

16 Appendix: Reconciliation of Non - GAAP Financial Measures Table III VERITIV CORPORATION RECONCILIATION OF NON - GAAP MEASURES FREE CASH FLOW GUIDANCE (in millions, unaudited) Forecast for Year Ending December 31, 2019 Net cash flows provided by operating activities at least $ 215 Less: Capital expenditures (45 ) Free cash flow at least $ 170

17 Appendix: Reconciliation of Non - GAAP Financial Measures Table IV VERITIV CORPORATION RECONCILIATION OF NON - GAAP MEASURES NET DEBT TO ADJUSTED EBITDA (in millions, unaudited) September 30, 2019 Amount drawn on ABL Facility $ 665.4 Less: Cash (59.3 ) Net debt 606.1 Last Twelve Months Adjusted EBITDA $ 166.3 Net debt to Adjusted EBITDA 3.6x Last Twelve Months September 30, 2019 Net loss $ (23.6 ) Interest expense, net 42.3 Income tax expense 6.8 Depreciation and amortization 51.5 EBITDA 77.0 Restructuring charges, net 9.5 Stock - based compensation 15.3 LIFO reserve increase 0.5 Non - restructuring asset impairment charges 0.2 Non - restructuring severance charges 6.6 Non - restructuring pension charges, net 18.7 Integration and acquisition expenses 20.5 Fair value adjustment on Tax Receivable Agreement contingent liability 0.9 Fair value adjustment on contingent consideration liability 9.3 Escheat audit contingent liability 7.7 Other 0.1 Adjusted EBITDA $ 166.3

Third Quarter 2019 Financial Results November 5, 2019

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Cover	Nov. 05, 2019
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Nov. 05, 2019
Entity File Number	001-36479
Entity Registrant Name	VERITIV CORPORATION
Entity Central Index Key	0001599489
Entity Tax Identification Number	46-3234977
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	1000 Abernathy Road NE
Entity Address, Address Line Two	Building 400
Entity Address, Address Line Three	Suite 1700
Entity Address, City or Town	Atlanta
Entity Address, State or Province	GA
Entity Address, Postal Zip Code	30328
City Area Code	770
Local Phone Number	391-8200
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common stock, $0.01 par value
Trading Symbol	VRTV
Security Exchange Name	NYSE
Entity Emerging Growth Company	false