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 9, 2016 (November 9, 2016)

 

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))

Item 2.02. Results of Operations and Financial Condition.

On November 9, 2016, 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, 2016. 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 9, 2016 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, 2016. 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 9, 2016.
99.2	Additional Information of Veritiv Corporation issued November 9, 2016.

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 9, 2016	/s/ Mark W. Hianik
		Mark W. Hianik
		Senior Vice President, General Counsel & Corporate Secretary

EXHIBIT INDEX

Exhibit No.	Exhibit Description
99.1	Press Release of Veritiv Corporation issued November 9, 2016.
99.2	Additional Information of Veritiv Corporation issued November 9, 2016.

EX-99.1

Exhibit 99.1

 

Veritiv Announces Third Quarter 2016

Financial Results

Reports Third Quarter Net Income of $5.6 Million,

Diluted Earnings per Share of $0.34, and

Adjusted EBITDA of $57.1 Million;

Reaffirms Upper End of Full Year 2016 Adjusted EBITDA Guidance

ATLANTA (November 9, 2016) –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, 2016.

“Our third quarter results met our expectations, and we continue to be on track with our 2016 commitments,” said Mary Laschinger, Chairman and CEO of Veritiv Corporation. "Given the results and our outlook for the balance of the year, we are reaffirming the upper end of our full year 2016 Adjusted EBITDA guidance."

For the three months ended September 30, 2016:

• Net sales were $2.1 billion, a decrease of 4.2% from the prior year. Excluding the negative effect of foreign currency (0.2%) in the third quarter of 2016, net sales declined 4.0% from the prior year.

• Net income was $5.6 million, compared to $14.5 million in the prior year. Integration and restructuring charges were $13.1 million in the quarter and $11.3 million in the prior year.

• Basic and diluted earnings per share were $0.35 and $0.34, respectively, compared to $0.91 for both in the prior year.

• Adjusted EBITDA was $57.1 million, a decrease of 5.8% from the prior year.

• Adjusted EBITDA as a percentage of net sales was 2.7%, unchanged from the prior year.

For the nine months ended September 30, 2016:

• Net sales were $6.2 billion, a decrease of 4.8% from the prior year. Excluding the negative effect of foreign currency (0.6%) and positive effect of two more shipping days (1.0%) in the first nine months of 2016, net sales declined 5.2% from the prior year.

• Net income was $16.8 million, compared to $16.6 million in the prior year. Integration and restructuring charges were $26.8 million in the first nine months of 2016 and $37.2 million in the prior year.

• Basic and diluted earnings per share were $1.05 and $1.04, respectively, compared to $1.04 for both in the prior year.

• Adjusted EBITDA was $142.1 million, an increase of 9.6% from the prior year.

• Adjusted EBITDA as a percentage of net sales was 2.3%, an increase of 30 basis points from the prior year.

“Our third quarter Adjusted EBITDA was impacted by continued headwinds in our Print and Publishing segments, as well as the planned slowing of our synergy capture,” said Stephen Smith, Senior Vice President and Chief Financial Officer of Veritiv Corporation. "While our third quarter margins remained flat, we anticipate improved margins and Adjusted EBITDA in the fourth quarter of 2016 compared to the prior year's fourth quarter."

Veritiv Corporation will host a live conference call and webcast today, November 9, 2016, at 10 a.m. (ET) to discuss its third quarter 2016 financial results and full year 2016 guidance. All interested parties are invited to 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 GAAP and related reconciliations of non-GAAP financial measures to the most comparable 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 print, publishing, packaging, and facility solutions; and also a provider of logistics and supply chain management services. Serving customers in a wide range of industries, the Company has approximately 180 distribution centers throughout the U.S., Mexico and Canada, and employs approximately 8,800 team members worldwide 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,” “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 union disputes; loss of 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 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, 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, 2016 to be filed with the SEC may contain updates to the information included in this release.

Financial Statements

VERITIV CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(in millions, except per share data, unaudited)

	Three Months Ended  September 30,				Nine Months Ended  September 30,
	2016		2015		2016		2015
Net sales	$	2,126.6	$	2,219.8	$	6,207.2	$	6,517.0
Cost of products sold (exclusive of depreciation and amortization shown separately below)		1,743.8		1,825.8		5,086.2		5,356.0
Distribution expenses		126.0		129.8		375.2		390.0
Selling and administrative expenses		207.3		207.1		615.9		635.7
Depreciation and amortization		13.4		13.7		40.5		42.5
Integration expenses		7.3		8.3		19.6		28.6
Restructuring charges		5.8		3.0		7.2		8.6
Operating income		23.0		32.1		62.6		55.6
Interest expense, net		8.2		7.0		21.1		19.8
Other expense (income), net		1.2		1.7		6.3		3.7
Income before income taxes		13.6		23.4		35.2		32.1
Income tax expense		8.0		8.9		18.4		15.5
Net income	$	5.6	$	14.5	$	16.8	$	16.6
Earnings per share:
Basic earnings per share	$	0.35	$	0.91	$	1.05	$	1.04
Diluted earnings per share	$	0.34	$	0.91	$	1.04	$	1.04
Weighted average shares outstanding:
Basic		16.00		16.00		16.00		16.00
Diluted		16.27		16.00		16.05		16.00

VERITIV CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

(dollars in millions, except par value, unaudited)

	September 30, 2016			December 31, 2015
Assets
Current assets:
Cash	$	59.2		$	54.4
Accounts receivable, less allowances of $33.9 and $33.3, respectively		1,088.1			1,037.5
Related party receivable		3.5			3.9
Inventories		703.7			720.6
Other current assets		116.0			108.8
Total current assets		1,970.5			1,925.2
Property and equipment (net of depreciation and amortization of $289.8 and $263.0, respectively)		365.9			363.7
Goodwill		50.2			50.2
Other intangibles, net		24.5			30.2
Deferred income tax assets		65.4			73.3
Other non-current assets		30.9			34.3
Total assets	$	2,507.4		$	2,476.9
Liabilities and shareholders' equity
Current liabilities:
Accounts payable	$	641.8		$	565.1
Related party payable		6.4			10.7
Accrued payroll and benefits		85.5			120.5
Other accrued liabilities		106.7			100.4
Current maturities of long-term debt		3.0			2.8
Financing obligations to related party, current portion		15.1			14.7
Total current liabilities		858.5			814.2
Long-term debt, net of current maturities		768.2			800.5
Financing obligations to related party, less current portion		183.4			197.8
Defined benefit pension obligations		26.7			28.7
Other non-current liabilities		116.0			105.6
Total liabilities		1,952.8			1,946.8
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 and outstanding		0.2			0.2
Additional paid-in capital		573.4			566.2
Accumulated earnings (deficit)		15.5			(1.3	)
Accumulated other comprehensive loss		(34.5	)		(35.0	)
Total shareholders' equity		554.6			530.1
Total liabilities and shareholders' equity	$	2,507.4		$	2,476.9

VERITIV CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in millions, unaudited)

	Nine Months Ended September 30,
	2016			2015
Operating Activities
Net income	$	16.8		$	16.6
Depreciation and amortization		40.5			42.5
Amortization of deferred financing fees		4.9			3.3
Long-lived asset impairment charges		4.0			2.6
Provision for allowance for doubtful accounts		0.4			6.8
Deferred income tax provision		8.1			13.7
Stock-based compensation		7.2			3.0
Other non-cash items, net		2.0			0.5
Changes in operating assets and liabilities
Accounts receivable and related party receivable		(48.6	)		20.0
Inventories		19.9			(43.6	)
Accounts payable and related party payable		38.5			81.5
Accrued payroll and benefits		(39.9	)		0.1
Other		6.1			(16.5	)
Net cash provided by operating activities		59.9			130.5
Investing Activities
Property and equipment additions		(29.8	)		(34.2	)
Proceeds from asset sales		5.1			0.2
Net cash used for investing activities		(24.7	)		(34.0	)
Financing Activities
Change in book overdrafts		32.9			(15.1	)
Borrowings of long-term debt		3,394.4			3,458.9
Repayments of long-term debt		(3,439.0	)		(3,529.9	)
Payments under equipment capital lease obligations		(2.3	)		(2.8	)
Payments under financing obligations to related party		(14.4	)		(10.3	)
Deferred financing fees		(2.0	)		—
Net cash used for financing activities		(30.4	)		(99.2	)
Effect of exchange rate changes on cash		—			(1.4	)
Net change in cash		4.8			(4.1	)
Cash at beginning of period		54.4			57.6
Cash at end of period	$	59.2		$	53.5
Supplemental Cash Flow Information
Cash paid for income taxes, net of refunds	$	3.1		$	1.4
Cash paid for interest		15.5			16.0
Non-Cash Investing and Financing Activities
Non-cash additions to property and equipment	$	12.3		$	3.1

Non-GAAP Measures

We supplement our financial information prepared in accordance with GAAP with certain non-GAAP measures including Adjusted EBITDA (earnings before interest, income taxes, depreciation and amortization, restructuring charges, stock-based compensation expense, LIFO (income) expense, non-restructuring asset impairment charges, non-restructuring severance charges, non-restructuring pension charges, integration expenses, fair value adjustments on the contingent liability associated with the Tax Receivable Agreement ("TRA") and certain other adjustments) because we believe investors commonly use Adjusted EBITDA 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 TO ADJUSTED EBITDA; ADJUSTED EBITDA MARGIN

(in millions, unaudited)

	Three Months Ended  September 30,						Nine Months Ended  September 30,
	2016			2015			2016			2015
Net income	$	5.6		$	14.5		$	16.8		$	16.6
Interest expense, net		8.2			7.0			21.1			19.8
Income tax expense		8.0			8.9			18.4			15.5
Depreciation and amortization		13.4			13.7			40.5			42.5
EBITDA		35.2			44.1			96.8			94.4
Restructuring charges		5.8			3.0			7.2			8.6
Stock-based compensation		2.1			1.0			7.2			3.0
LIFO (income) expense		0.4			2.2			(2.7	)		(7.8	)
Non-restructuring asset impairment charges		3.1			—			4.0			—
Non-restructuring severance charges		0.2			0.5			2.4			1.9
Non-restructuring pension charges		2.3			—			2.3			—
Integration expenses		7.3			8.3			19.6			28.6
Fair value adjustments on TRA contingent liability		1.0			0.3			4.8			(0.1	)
Other		(0.3	)		1.2			0.5			1.1
Adjusted EBITDA	$	57.1		$	60.6		$	142.1		$	129.7
Net sales	$	2,126.6		$	2,219.8		$	6,207.2		$	6,517.0
Adjusted EBITDA as a % of net sales		2.7	%		2.7	%		2.3	%		2.0	%

Veritiv Contacts:

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

EX-99.2

Veritiv Corporation Third Quarter 2016 Financial Results November 9, 2016 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,” “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 union disputes ; loss of 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 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, 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 , 2016 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 1. Please see the appendix for reconciliations of non - GAAP measures to the most comparable GAAP measures. 2. Expected 2016 GAAP net income (loss) and a reconciliation to expected 2016 Adjusted EBITDA guidance cannot be provided withou t u nreasonable efforts due to the uncertainty and variability on a forward - looking basis of certain items that impact net income (loss) such as restructuri ng charges, integration expenses, taxes, and other items, any of which may be significant. $57.1M Adjusted EBITDA 1 (5.8)% 3Q16 Actual YOY% Change $2.1B Net Sales (4.2)% 2016 Adjusted EBITDA guidance continues to be near the upper end of the previously announced $185 - $195 million range 2 5 Adjusted EBITDA 1

Third Quarter 2016 Veritiv Net Sales 6 3Q15 Net Sales 3Q16 Net Sales $2,127 $2,220 FX Effect (0.2%) (Dollars In Millions) Reported Net Sales = (4.2)% Core Net Sales (4.0%)

3Q16 Highlights and 4Q16 Outlook 7 • 3Q16 Highlights: ▪ Systems integration on track ▪ Final step in the separation from International Paper: Cincinnati office relocation • 4Q16 Outlook: ▪ Continued economic uncertainty and monthly revenue volatility ▪ On track to meet or exceed 2016 synergy capture and Adjusted EBITDA commitments ▪ Facility Solutions: at an inflection point? ▪ Publishing continuing to face industry pressures

Stephen Smith CFO 8

(Unaudited, Dollars In Millions, Except Per Share Amounts) 3Q16 YOY % Change Three Months Ended September 30 Net sales $2,127 (4.2 )% Net sales per shipping day _ (4.2 )% Cost of products sold $1,744 (4.5 )% Net sales less cost of products sold $383 (2.8 )% Adjusted EBITDA $57.1 (5.8 )% Adjusted EBITDA as a % of net sales 2.7 % 0 BPS Net income $5.6 (61 )% Basic Earnings Per Share $0.35 (62 )% Diluted Earnings Per Share $0.34 (63 )% Veritiv Financial Results 1 Third Quarter 2016 1) Please see the appendix for reconciliations of non - GAAP measures to the most comparable GAAP measures. 9

Veritiv Segment Financial Results Third Quarter 2016 10 Print Publishing Packaging Facility Solutions 3Q16 Three Months Ended September 30 YOY % Change Net Sales $248 (18.0 )% Net sales per shipping day _ (18.0 )% Adjusted EBITDA $6.6 (29.0 )% Adj. EBITDA as a % of net sales 2.7 % (40 BPS) 3Q16 Three Months Ended September 30 YOY % Change Net Sales $730 1.1 % Net sales per shipping day _ 1.1 % Adjusted EBITDA $59.5 0.8 % Adj. EBITDA as a % of net sales 8.1 % (10 BPS) 3Q16 Three Months Ended September 30 YOY % Change Net Sales $329 (0.8 )% Net sales per shipping day _ (0.8 )% Adjusted EBITDA $13.0 2.4 % Adj. EBITDA as a % of net sales 4.0 % 20 BPS 3Q16 Three Months Ended September 30 YOY % Change Net Sales $788 (5.3 )% Net sales per shipping day _ (5.3 )% Adjusted EBITDA $20.0 (13.8 )% Adj. EBITDA as a % of net sales 2.5 % (30 BPS) (Unaudited, Dollars In Millions)

• Key areas that synergies will be derived from include supply chain efficiencies and SG&A Synergies & One - Time Integration Costs 1) Includes ~ $55 million of one - time integration capital expenditures; does not include approximately $27 million of merger re lated expenses. For 2016, likely to achieve high end of synergy range 11 Management intends to improve Adjusted EBITDA by an incremental $100 million over the first few years post - merger Cumulative forecasted synergies ($150M - $225M) ~ 55% 60% - 70% 80% - 90% ~ 10% Forecasted costs to achieve 1 ($225M): ~ 30% ~ 60% ~ 80 - 90% ~ 90 - 100%

Asset Based Loan Facility & Capital Allocation Capital Structure Capital Allocation ▪ Capital Allocation Priorities: ▪ Invest in the company ◦ YTD: CapEx totaled ~ $30M, with ~ $17M related to integration ▪ Expect 2016 incremental CapEx for integration projects of $10M - $20M ▪ Ordinary course 2016 CapEx expected to be $20 - $30M ▪ Pay down debt ▪ Return value to shareholders ▪ At the end of September 2016: ▪ The borrowing base availability for the ABL facility was ~ $1.2 billion ▪ $753 million drawn against the ABL facility ▪ $442 million of available borrowing capacity ▪ Net debt to Adj. EBITDA 3.6x for the trailing 12 months 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, stock - based compensation expense, LIFO (income) expense, non - restructuring asset impairment charges, non - restructuring severance charges, non - restructuring pension charges, integration expenses, fair value adjustments on the contingent liability associated with the Tax Receivable Agreement ("TRA") and certain other adjustments) because we believe investors commonly use Adjusted EBITDA and these other non - GAAP measures as key financial metrics for valuing companies . In addition, the credit agreement governing our asset - based lending facility permits us to exclude the foregoing and other charges in calculating “Consolidated EBITDA”, as defined in the facility . We approximate foreign currency effects by applying the foreign currency exchange rate for the prior period to the local currency results for the current period . Adjusted EBITDA and these other non - GAAP measures are not alternative measures of financial performance under GAAP . Non - GAAP measures do not have definitions under GAAP and may be defined differently by, and not be comparable to, similarly titled measures used by other companies . As a result, we consider and evaluate non - GAAP measures in connection with a review of the most directly comparable measure calculated in accordance with GAAP . We caution investors not to place undue reliance on such non - GAAP measures and to consider them with the most directly comparable GAAP measures . Adjusted EBITDA and these other non - GAAP measures have limitations as analytical tools and should not be considered in isolation or as a substitute for analyzing our results as reported under GAAP . Please see the following tables for reconciliations of non - GAAP measures to the most comparable GAAP measures . 13

Table I VERITIV CORPORATION RECONCILIATION OF NON - GAAP MEASURES NET INCOME TO ADJUSTED EBITDA; ADJUSTED EBITDA MARGIN (in millions, unaudited) Three Months Ended September 30, Nine Months Ended September 30, 2016 2015 2016 2015 Net income $ 5.6 $ 14.5 $ 16.8 $ 16.6 Interest expense, net 8.2 7.0 21.1 19.8 Income tax expense 8.0 8.9 18.4 15.5 Depreciation and amortization 13.4 13.7 40.5 42.5 EBITDA 35.2 44.1 96.8 94.4 Restructuring charges 5.8 3.0 7.2 8.6 Stock - based compensation 2.1 1.0 7.2 3.0 LIFO (income) expense 0.4 2.2 (2.7 ) (7.8 ) Non - restructuring asset impairment charges 3.1 — 4.0 — Non - restructuring severance charges 0.2 0.5 2.4 1.9 Non - restructuring pension charges 2.3 — 2.3 — Integration expenses 7.3 8.3 19.6 28.6 Fair value adjustments on TRA contingent liability 1.0 0.3 4.8 (0.1 ) Other (0.3 ) 1.2 0.5 1.1 Adjusted EBITDA $ 57.1 $ 60.6 $ 142.1 $ 129.7 Net sales $ 2,126.6 $ 2,219.8 $ 6,207.2 $ 6,517.0 Adjusted EBITDA as a % of net sales 2.7 % 2.7 % 2.3 % 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 (in millions, unaudited) Nine Months Ended September 30, 2016 Net cash flows provided by operating activities $ 59.9 Less: Capital expenditures (29.8 ) Free cash flow 30.1 Add back: Cash payments for restructuring expenses 4.6 Cash payments for integration expenses 23.3 Cash payments for integration - related capex 16.5 Free cash flow excluding cash impact of restructuring and integration - related items $ 74.5

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, 2016 Amount drawn on ABL Facility $ 753.4 Less: Cash (59.2 ) Net debt 694.2 Last Twelve Months Adjusted EBITDA $ 194.4 Net debt to Adjusted EBITDA 3.6x Last Twelve Months September 30, 2016 Net income $ 26.9 Interest expense, net 28.3 Income tax expense 21.1 Depreciation and amortization 54.9 EBITDA 131.2 Restructuring charges 9.9 Stock - based compensation 8.0 LIFO (income) expense (2.2 ) Non - restructuring asset impairment charges 6.6 Non - restructuring severance charges 3.8 Non - restructuring pension charges 2.3 Integration expenses 25.9 Fair value adjustments on TRA contingent liability 6.8 Other 2.1 Adjusted EBITDA $ 194.4

Questions 17

Mary Laschinger Chairman & CEO 18

Veritiv Corporation Third Quarter 2016 Financial Results November 9, 2016