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 13, 2014 (November 13, 2014)

 
 
VERITIV CORPORATION
(Exact name of registrant as specified in its charter)

 
 
Delaware
(State or other jurisdiction of incorporation)	
  
001-36479	 	42-3234977	
 (Commission File Number)	 	(IRS Employer Identification No.)	
 	 	 	
6600 Governors Lake Parkway
Norcross, GA
(Address of principal executive offices)	 	30071
(Zip Code)	
 
Registrant’s telephone number, including area code: (770) 447-9000

 
(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 13, 2014, 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, 2014. 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 13, 2014 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, 2014. 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 (the “Exchange Act”), 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, or the Exchange Act, 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 13, 2014.	
 	 	 	
99.2	 	Additional Information of Veritiv Corporation issued November 13, 2014.	

 	

 	
   
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	
 	 	
Date: November 13, 2014	/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 13, 2014.	
 	 	 	
99.2	 	Additional Information of Veritiv Corporation issued November 13, 2014.	

 	

 
Exhibit 99.1 

Veritiv Announces Third Quarter
2014 Financial Results
 
Reports Third Quarter Adjusted EBITDA of $51.5 Million
 
In-line With Expectations as Integration Moves Into Execution Phase
 
11/13/2014
 
ATLANTA and LOVELAND, Ohio ‒ Veritiv Corporation (NYSE: VRTV), a North American leader in business-to-business distribution solutions, today announced consolidated financial results for its third fiscal quarter ended September 30, 2014.
 
“Results for the third quarter are in line with our expectations, as our efforts to execute our integration plans, capture synergies, and align our segment strategies are ongoing. Throughout this transition, we remain committed to providing our customers with industry-leading service and solutions,” said Mary Laschinger, Chairman and CEO of Veritiv Corporation.
 
For the three months ended September 30, 2014 compared to the three months ended September 30, 2013 (on a pro forma basis):
	·	Net sales were $2.4 billion, a decrease of 3.3% from the prior year.	
	·	Adjusted EBITDA was $51.5 million, a decrease of 6.2% from the prior year.	
	·	Adjusted EBITDA as a percentage of net sales was 2.2%, essentially flat with the prior year.	
 
For the nine months ended September 30, 2014 (on a pro forma basis):
	·	Net sales were $6.9 billion, a decrease of 4.3% from the prior year	
	·	Adjusted EBITDA was $113.3 million, a decrease of 4.5% from the prior year.	
	·	Adjusted EBITDA as a percentage of net sales was 1.6%, essentially flat with the prior year.	
 
Net loss for the three months ended September 30, 2014 was $14 million and net loss for the nine months ended September 30, 2014 was $5.6 million.
 
“We remain on track with our goals for this year, and continue to focus on driving operational excellence and building value for our shareholders,” said Steve Smith, Senior Vice President and Chief Financial Officer of Veritiv Corporation.

 	

 	
 
The company continues to expect pro forma Adjusted EBITDA for 2014 to be in the range of $135-145 million.
 
Important information regarding GAAP and pro forma operating results and related reconciliations of non-GAAP financial measures to the most comparable GAAP measures can be found in the schedules and related footnotes to this press release, which should be thoroughly reviewed.
 
When reviewing the reconciliations included in the non-GAAP measures, please note that certain information is on a pro forma basis. The pro forma information includes historical Unisource Worldwide, Inc. (“Unisource”) results, other purchase accounting adjustments and one-time costs as if the merger of the legacy xpedx business and UWW Holdings, Inc., the parent company of Unisource, had occurred on January 1, 2013.
 
Please download the Veritiv Corporation Investors app for Apple and Android devices.
 
About Veritiv
Veritiv Corporation (NYSE: VRTV), with corporate offices in Atlanta and Loveland, Ohio, is a North American leader in business-to-business distribution solutions. Serving customers across virtually every industry, Veritiv provides print, publishing, packaging, facility and logistics solutions that help shape the success of its customers.  Established in 2014, following the merger of International Paper Company’s xpedx division and Unisource Worldwide, the company employs approximately 9,500 team members across more than 170 distribution centers throughout the U.S., Mexico and Canada. 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 management, 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 or business plans or prospects to differ materially from those expressed in, or implied by, these statements.

2 	

 	
 
Factors that could cause actual results to differ materially from current expectations include risks and other factors described 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; procurement and other risks in obtaining packaging, paper and facility products from our suppliers for resale to our customers; increased competition, from existing and non-traditional sources; loss of significant customers; our ability to collect trade receivables from customers to whom we extend credit; successful integration of the legacy xpedx and Unisource businesses and realization and timing of the expected synergy and other cost savings from the merger; fuel cost increases; inclement weather, anti-terrorism measures and other disruptions to the transportation network; 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; increasing interest rates; foreign currency fluctuations; changes in accounting standards and methodologies; regulatory changes and judicial rulings impacting our business; adverse results from litigation, governmental investigations or tax related proceedings or audits; the effects of work stoppages, union negotiations and union disputes; our reliance on third-party vendors for various services; 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 period ended September 30, 2014 to be filed with the SEC may contain updates to the information included in this release.
 
Financial Statements
Because the merger of the legacy xpedx distribution solutions business with that of UWW Holdings Inc., the parent company of Unisource Worldwide, Inc. (“Unisource”) occurred on July 1, 2014, please note the following when reviewing the Veritiv Statements of Operations, Balance Sheets, and Statements of Cash Flows included with this release:
 
	·	The Veritiv Statements of Operations and Statements of Cash Flows for the three- and nine-months ended September 30, 2013 reflect the results of the legacy xpedx business only. The Veritiv Statements of Operations and Statements of Cash Flows for the three- and nine-months ended September 30, 2014 include the legacy xpedx business for the full nine-months presented and the legacy Unisource results from July 1, 2014.	
	·	The Veritiv Balance Sheet as of December 31, 2013 reflects the assets, liabilities and equity of the legacy xpedx business only. The Veritiv Balance Sheet as of September 30, 2014 reflects the assets, liabilities and equity of the combined legacy xpedx and Unisource businesses.	

3 	

 	
 
Statements of Operations
 
VERITIV CORPORATION  
CONDENSED CONSOLIDATED AND COMBINED STATEMENTS OF OPERATIONS  
(in millions, except share and per share data, unaudited) 
 
 	 	Three Months Ended	 	 	Nine Months Ended	 	
 	 	September 30,	 	 	September 30,	 	
 	 	2014	 	 	2013	 	 	2014	 	 	2013	 	
Net sales (including sales to related parties of $9.2 and $12.8 for the three months ended September 30, 2014 and 2013, respectively, and $33.5 and $40.3 for the nine months ended September 30, 2014 and 2013, respectively)	 	$	2,390.3	 	 	$	1,442.8	 	 	$	5,026.7	 	 	$	4,234.1	 	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Cost of products sold (including purchases from related parties of $62.7 and $158.6 for the three months ended September 30, 2014 and 2013, respectively, and $339.2 and $465.6 for the nine months ended September 30, 2014 and 2013, respectively) (exclusive of depreciation and amortization shown separately below)	 	 	1,987.1	 	 	 	1,214.1	 	 	 	4,192.2	 	 	 	3,545.5	 	
Distribution expenses	 	 	138.2	 	 	 	75.4	 	 	 	289.5	 	 	 	234.8	 	
Selling and administrative expenses	 	 	212.9	 	 	 	134.0	 	 	 	469.2	 	 	 	408.9	 	
Depreciation and amortization	 	 	14.2	 	 	 	4.4	 	 	 	23.1	 	 	 	12.8	 	
Merger and integration expenses	 	 	54.8	 	 	 	-	 	 	 	56.9	 	 	 	-	 	
Restructuring charges (income)	 	 	0.1	 	 	 	6.0	 	 	 	(1.0	)	 	 	30.4	 	
Operating income (loss)	 	 	(17.0	)	 	 	8.9	 	 	 	(3.2	)	 	 	1.7	 	
Interest expense, net	 	 	6.8	 	 	 	-	 	 	 	6.8	 	 	 	-	 	
Other expense (income), net	 	 	0.6	 	 	 	(0.2	)	 	 	0.1	 	 	 	(2.3	)	
Income (loss) from continuing operations before income taxes	 	 	(24.4	)	 	 	9.1	 	 	 	(10.1	)	 	 	4.0	 	
Income tax (benefit) expense	 	 	(10.4	)	 	 	3.9	 	 	 	(4.6	)	 	 	2.0	 	
Income (loss) from continuing operations	 	 	(14.0	)	 	 	5.2	 	 	 	(5.5	)	 	 	2.0	 	
Loss from discontinued operations, net of income taxes	 	 	-	 	 	 	(0.1	)	 	 	(0.1	)	 	 	-	 	
Net income (loss)	 	$	(14.0	)	 	$	5.1	 	 	$	(5.6	)	 	$	2.0	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Earnings (loss) per share:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Basic and diluted	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Continuing operations	 	$	(0.88	)	 	$	0.64	 	 	$	(0.51	)	 	$	0.25	 	
Discontinued operations	 	 	-	 	 	 	(0.01	)	 	 	(0.01	)	 	 	-	 	
Basic and diluted earnings (loss) per share	 	$	(0.88	)	 	$	0.63	 	 	$	(0.52	)	 	$	0.25	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Weighted-average shares outstanding - basic and diluted	 	 	16,000,000	 	 	 	8,160,000	 	 	 	10,773,333	 	 	 	8,160,000	 	

4 	

 	
 
Balance Sheets 
 
VERITIV CORPORATION
CONDENSED CONSOLIDATED AND COMBINED BALANCE SHEETS
(dollars in millions, except par value, unaudited)
 
 	 	September 30,	 	 	December	 	
 	 	2014	 	 	31, 2013	 	
Assets	 	 	 	 	 	 	 	 	
Current assets:	 	 	 	 	 	 	 	 	
Cash and cash equivalents	 	$	61.0	 	 	$	5.7	 	
Accounts receivable, less allowances of $35.4 and $22.7 in 2014 and 2013, respectively	 	 	1,162.8	 	 	 	669.7	 	
Related party receivable	 	 	3.4	 	 	 	10.1	 	
Inventories	 	 	697.6	 	 	 	360.9	 	
Other current assets	 	 	102.6	 	 	 	26.3	 	
Assets held for sale	 	 	-	 	 	 	9.3	 	
Total current assets	 	 	2,027.4	 	 	 	1,082.0	 	
Property and equipment, net	 	 	379.2	 	 	 	107.1	 	
Goodwill	 	 	55.1	 	 	 	26.4	 	
Other intangibles, net	 	 	36.5	 	 	 	9.3	 	
Deferred income tax assets	 	 	122.3	 	 	 	22.7	 	
Other non-current assets	 	 	46.2	 	 	 	9.4	 	
Total assets	 	$	2,666.7	 	 	$	1,256.9	 	
Liabilities and Equity	 	 	 	 	 	 	 	 	
Current liabilities:	 	 	 	 	 	 	 	 	
Accounts payable	 	$	667.2	 	 	$	357.3	 	
Related party payable	 	 	14.9	 	 	 	2.6	 	
Accrued payroll and benefits	 	 	109.0	 	 	 	54.9	 	
Deferred income tax liabilities	 	 	31.1	 	 	 	13.5	 	
Other accrued liabilities	 	 	94.3	 	 	 	36.5	 	
Current maturities of long-term debt	 	 	3.3	 	 	 	-	 	
Financing obligations to related party, current portion	 	 	15.8	 	 	 	-	 	
Total current liabilities	 	 	935.6	 	 	 	464.8	 	
Long-term debt, net of current maturities	 	 	803.3	 	 	 	-	 	
Financing obligations to related party, less current portion	 	 	218.5	 	 	 	-	 	
Defined benefit pension obligations	 	 	28.3	 	 	 	-	 	
Other non-current liabilities	 	 	113.0	 	 	 	12.5	 	
Total liabilities	 	 	2,098.7	 	 	 	477.3	 	
Commitments and contingencies	 	 	 	 	 	 	 	 	
Equity:	 	 	 	 	 	 	 	 	
Parent company investment, prior to Spin-off	 	 	-	 	 	 	784.3	 	
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	 	 	 	-	 	
Additional paid-in capital	 	 	590.4	 	 	 	-	 	
Accumulated deficit	 	 	(14.0	)	 	 	-	 	
Accumulated other comprehensive loss	 	 	(8.6	)	 	 	(4.7	)	
Total shareholders' equity	 	 	568.0	 	 	 	(4.7	)	
Total equity	 	 	568.0	 	 	 	779.6	 	
Total liabilities and equity	 	$	2,666.7	 	 	$	1,256.9	 	

5 	

 	
  
Statements of Cash Flows
 
VERITIV CORPORATION  
CONDENSED CONSOLIDATED AND COMBINED STATEMENTS OF CASH FLOWS  
(in millions, unaudited) 
 
 	 	Nine Months Ended	 	
 	 	September 30,	 	
 	 	2014	 	 	2013	 	
Operating Activities	 	 	 	 	 	 	 	 	
Net income (loss)	 	$	(5.6	)	 	$	2.0	 	
Loss from discontinued operations, net of income taxes	 	 	(0.1	)	 	 	-	 	
Income (loss) from continuing operations	 	 	(5.5	)	 	 	2.0	 	
Depreciation and amortization	 	 	23.1	 	 	 	12.8	 	
Amortization of deferred financing fees	 	 	1.1	 	 	 	-	 	
Net gains on sales of property and equipment	 	 	(1.8	)	 	 	(9.0	)	
Provision for allowance for doubtful accounts	 	 	6.2	 	 	 	2.5	 	
Deferred income tax provision	 	 	(9.3	)	 	 	3.5	 	
Stock-based compensation	 	 	4.3	 	 	 	11.8	 	
Other noncash items, net	 	 	1.0	 	 	 	-	 	
Changes in operating assets and liabilities, net of Merger	 	 	 	 	 	 	 	 	
Accounts receivable and related party receivable	 	 	(53.2	)	 	 	(36.2	)	
Inventories	 	 	6.0	 	 	 	17.7	 	
Accounts payable and related party payable	 	 	55.4	 	 	 	10.0	 	
Accrued payroll and benefits	 	 	16.9	 	 	 	3.5	 	
Other accrued liabilities	 	 	2.3	 	 	 	(1.0	)	
Other	 	 	(16.9	)	 	 	(5.6	)	
Net cash provided by operating activities – continuing operations	 	 	29.6	 	 	 	12.0	 	
Net cash used for operating activities – discontinued operations	 	 	(1.1	)	 	 	(0.1	)	
Net cash provided by operating activities	 	 	28.5	 	 	 	11.9	 	
Investing Activities	 	 	 	 	 	 	 	 	
Net cash acquired in Merger	 	 	37.0	 	 	 	-	 	
Property and equipment additions	 	 	(5.7	)	 	 	(8.7	)	
Proceeds from asset sales	 	 	4.8	 	 	 	20.9	 	
Other	 	 	0.3	 	 	 	0.4	 	
Net cash provided by investing activities	 	 	36.4	 	 	 	12.6	 	
Financing Activities	 	 	 	 	 	 	 	 	
Net cash transfers to Parent	 	 	(61.5	)	 	 	(16.9	)	
Change in bank and book overdrafts	 	 	9.1	 	 	 	(9.2	)	
Transfer to Parent in connection with Spin-off	 	 	(404.2	)	 	 	-	 	
Borrowings of long-term debt	 	 	1,774.1	 	 	 	-	 	
Repayments of long-term debt	 	 	(1,302.4	)	 	 	-	 	
Payments under financing obligations to related party	 	 	(3.9	)	 	 	-	 	
Deferred financing fees	 	 	(22.5	)	 	 	-	 	
Other	 	 	(0.6	)	 	 	0.1	 	
Net cash used for financing activities – continuing operations	 	 	(11.9	)	 	 	(26.0	)	
Net cash provided by (used for) financing activities – discontinued operations	 	 	1.1	 	 	 	(1.9	)	
Net cash used for financing activities	 	 	(10.8	)	 	 	(27.9	)	
Effect of exchange rate changes on cash	 	 	1.2	 	 	 	1.1	 	
Net change in cash and cash equivalents	 	 	55.3	 	 	 	(2.3	)	
Cash and cash equivalents at beginning of period	 	 	5.7	 	 	 	15.4	 	
Cash and cash equivalents at end of period	 	$	61.0	 	 	$	13.1	 	
 	 	 	 	 	 	 	 	 	
Supplemental Cash Flow Information	 	 	 	 	 	 	 	 	
Cash paid for income taxes, net of refunds	 	$	1.4	 	 	$	0.5	 	
Cash paid for interest	 	$	5.2	 	 	$	-	 	
Non-Cash Transactions	 	 	 	 	 	 	 	 	
Common stock issued in connection with Spin-off	 	$	302.3	 	 	$	-	 	
Common stock issued in connection with Merger	 	$	284.7	 	 	$	-	 	
Contingent liability associated with the Tax Receivable Agreement	 	$	60.9	 	 	$	-	 	
Non-cash transfers (to) from Parent	 	$	(21.1	)	 	$	10.4	 	

6 	

 	
 
Non-GAAP Measures
 
We supplement our financial information prepared in accordance with GAAP with Adjusted EBITDA (earnings before interest, income taxes, depreciation and amortization, restructuring charges (income), non-restructuring stock-based compensation expense, LIFO (income) expense, asset impairment charge, non-restructuring severance charges, (gain) loss on sale of joint venture, merger and integration expenses, purchase accounting adjustments, and loss from discontinued operations, net of income taxes) because we believe investors commonly use Adjusted EBITDA as a main component of valuing companies such as ours. In addition, the credit agreement governing our ABL Facility permits us to exclude these and other charges in calculating “Consolidated EBITDA” pursuant to such credit agreement.
 
Adjusted EBITDA is not a measurement 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, but also to consider them with the most directly comparable GAAP measure. Adjusted EBITDA has a limitation 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 schedules and related footnotes for reconciliations of non-GAAP measures to the most comparable GAAP measures.  
 
Table I  
VERITIV CORPORATION  
RECONCILIATION OF NON-GAAP MEASURES  
(in millions) 
(unaudited) 
 
 	 	Three Months Ended September 30, 2014	 	 	Three Months Ended September 30, 2013	 	
 	 	Veritiv As	 	 	Pro Forma	 	 	Veritiv	 	 	Veritiv As	 	 	Pro Forma	 	 	Veritiv	 	
 	 	Reported	 	 	Adjustments*	 	 	Pro Forma	 	 	Reported	 	 	Adjustments*	 	 	Pro Forma	 	
Net sales	 	$	2,390.3	 	 	$	-	 	 	$	2,390.3	 	 	$	1,442.8	 	 	$	1,029.0	 	 	$	2,471.8	 	
Net income (loss)	 	$	(14.0	)	 	$	35.2	 	 	$	21.2	 	 	$	5.1	 	 	$	239.6	(1)	 	$	244.7	 	
Interest expense, net	 	 	6.8	 	 	 	-	 	 	 	6.8	 	 	 	-	 	 	 	6.3	 	 	 	6.3	 	
Income tax (benefit) expense	 	 	(10.4	)	 	 	22.5	 	 	 	12.1	 	 	 	3.9	 	 	 	(229.2	) (1)	 	 	(225.3	)	
Depreciation and amortization	 	 	14.2	 	 	 	-	 	 	 	14.2	 	 	 	4.4	 	 	 	9.4	 	 	 	13.8	 	
EBITDA	 	 	(3.4	)	 	 	57.7	 	 	 	54.3	 	 	 	13.4	 	 	 	26.1	 	 	 	39.5	 	
Restructuring charges (income)	 	 	0.1	 	 	 	-	 	 	 	0.1	 	 	 	6.0	 	 	 	1.0	 	 	 	7.0	 	
Non-restructuring stock-based compensation	 	 	-	 	 	 	-	 	 	 	-	 	 	 	3.2	 	 	 	(0.1	)	 	 	3.1	 	
LIFO (income) expense	 	 	(0.5	)	 	 	(2.1	)	 	 	(2.6	)	 	 	4.2	 	 	 	0.8	 	 	 	5.0	 	
Non-restructuring severance charges	 	 	-	 	 	 	-	 	 	 	-	 	 	 	0.3	 	 	 	0.2	 	 	 	0.5	 	
Merger and integration expenses	 	 	54.8	 	 	 	(54.8	)	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	
Purchase accounting adjustments	 	 	0.5	 	 	 	(0.8	)	 	 	(0.3	)	 	 	-	 	 	 	(0.3	)	 	 	(0.3	)	
Loss from discontinued operations, net of income taxes	 	 	-	 	 	 	-	 	 	 	-	 	 	 	0.1	 	 	 	-	 	 	 	0.1	 	
Adjusted EBITDA / Pro Forma Adjusted EBITDA	 	$	51.5	 	 	$	(0.0	)	 	$	51.5	 	 	$	27.2	 	 	$	27.7	 	 	$	54.9	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Adjusted EBITDA / Pro Forma Adjusted EBITDA as a % of net sales	 	 	2.2	%	 	 	 	 	 	 	2.2	%	 	 	1.9	%	 	 	 	 	 	 	2.2	%	
  
(1) Unisource's historical results for the three and nine months ended September 30, 2013 include the reversal of a $238.7 million valuation allowance against its U.S. federal and a substantial portion of its state net deferred tax assets.
 
* Pro forma adjustments take into account the merger with UWW Holdings, Inc. and the related financing as if they occurred on January 1, 2013, as well as purchase accounting adjustments and adjustments for one-time costs related to the merger.

7 	

 	
 
Table II  
VERITIV CORPORATION  
RECONCILIATION OF NON-GAAP MEASURES  
(in millions) 
(unaudited)
 
 	 	Nine Months Ended September 30, 2014	 	 	Nine Months Ended September 30, 2013	 	
 	 	Veritiv As	 	 	Pro Forma	 	 	Veritiv	 	 	Veritiv As	 	 	Pro Forma	 	 	Veritiv	 	
 	 	Reported	 	 	Adjustments*	 	 	Pro Forma	 	 	Reported	 	 	Adjustments*	 	 	Pro Forma	 	
Net sales	 	$	5,026.7	 	 	$	1,907.5	 	 	$	6,934.2	 	 	$	4,234.1	 	 	$	3,012.7	 	 	$	7,246.8	 	
Net income (loss)	 	$	(5.6	)	 	$	28.4	 	 	$	22.8	 	 	$	2.0	 	 	$	187.2	(1)	 	$	189.2	 	
Interest expense, net	 	 	6.8	 	 	 	12.5	 	 	 	19.3	 	 	 	-	 	 	 	19.1	 	 	 	19.1	 	
Income tax (benefit) expense	 	 	(4.6	)	 	 	35.3	 	 	 	30.7	 	 	 	2.0	 	 	 	(260.0	) (1)	 	 	(258.0	)	
Depreciation and amortization	 	 	23.1	 	 	 	17.4	 	 	 	40.5	 	 	 	12.8	 	 	 	28.5	 	 	 	41.3	 	
EBITDA	 	 	19.7	 	 	 	93.6	 	 	 	113.3	 	 	 	16.8	 	 	 	(25.2	)	 	 	(8.4	)	
Restructuring charges (income)	 	 	(1.0	)	 	 	0.2	 	 	 	(0.8	)	 	 	30.4	 	 	 	3.5	 	 	 	33.9	 	
Non-restructuring stock-based compensation	 	 	4.0	 	 	 	0.1	 	 	 	4.1	 	 	 	9.8	 	 	 	0.3	 	 	 	10.1	 	
LIFO (income) expense	 	 	(0.8	)	 	 	(0.8	)	 	 	(1.6	)	 	 	1.9	 	 	 	3.4	 	 	 	5.3	 	
Asset impairment charge	 	 	-	 	 	 	2.8	 	 	 	2.8	 	 	 	-	 	 	 	0.3	 	 	 	0.3	 	
Non-restructuring severance charges	 	 	2.4	 	 	 	0.4	 	 	 	2.8	 	 	 	0.9	 	 	 	0.4	 	 	 	1.3	 	
(Gain) Loss on sale of joint venture	 	 	-	 	 	 	(6.6	)	 	 	(6.6	)	 	 	-	 	 	 	-	 	 	 	-	 	
Merger and integration expenses	 	 	56.9	 	 	 	(56.9	)	 	 	-	 	 	 	-	 	 	 	76.3	 	 	 	76.3	 	
Purchase accounting adjustments	 	 	0.5	 	 	 	(1.3	)	 	 	(0.8	)	 	 	-	 	 	 	(0.2	)	 	 	(0.2	)	
Loss from discontinued operations, net of income taxes	 	 	0.1	 	 	 	-	 	 	 	0.1	 	 	 	-	 	 	 	-	 	 	 	-	 	
Adjusted EBITDA / Pro Forma Adjusted EBITDA	 	$	81.8	 	 	$	31.5	 	 	$	113.3	 	 	$	59.8	 	 	$	58.8	 	 	$	118.6	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Adjusted EBITDA / Pro Forma Adjusted EBITDA as a % of net sales	 	 	1.6	%	 	 	 	 	 	 	1.6	%	 	 	1.4	%	 	 	 	 	 	 	1.6	%	
  
(1) Unisource's historical results for the three and nine months ended September 30, 2013 include the reversal of a $238.7 million valuation allowance against its U.S. federal and a substantial portion of its state net deferred tax assets.
  
* Pro forma adjustments take into account the merger with UWW Holdings, Inc. and the related financing as if they occurred on January 1, 2013, as well as purchase accounting adjustments and adjustments for one-time costs related to the merger.  
 
Veritiv Contacts:
Investors: Neil Russell, 678-418-4215 Media: Ed Patterson, 678-418-4221

8 	

 

Veritiv Corporation 3Q14 Financial Results November 13, 2014 Exhibit 99.2

 	

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 management, 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 or business plans or prospects 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 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 ; procurement and other risks in obtaining packaging, paper and facility products from our suppliers for resale to our customers ; increased competition, from existing and non - traditional sources ; loss of significant customers ; our ability to collect trade receivables from customers to whom we extend credit ; successful integration of the legacy Unisource and xpedx businesses and realization and timing of the expected synergy and other cost savings from the merger ; fuel cost increases ; inclement weather, anti - terrorism measures and other disruptions to the transportation network ; 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 ; increasing interest rates ; foreign currency fluctuations ; changes in accounting standards and methodologies ; regulatory changes and judicial rulings impacting our business ; adverse results from litigation, governmental investigations or tax related proceedings or audits ; the effects of work stoppages, union negotiations and union disputes ; our reliance on third - party vendors for various services ; 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 period ended September 30 , 2014 to be filed with the SEC may contain updates to the information included in this release . 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 . 2

 	

Mary Laschinger, Chairman & CEO 3

 	

Creating An Industry Leader 4 Market Leadership » Creates North American market leader » Improves market position by combining top industry leaders » Strengthens relationships with top customers and suppliers ─ Minimal customer overlap ─ Greater supply chain capability ─ Greater sourcing strategies Value Creation » Bigger, stronger, and more stable company » Better able to service our customers » Growth for suppliers » Opportunity to capture significant synergies ─ Strategic sourcing ─ Supply chain efficiencies ─ Fixed costs Strategic Focus » Creates a standalone company allowing for strategic focus » Better positioned to take advantage of higher margin growth » Creates a unique combination of two like companies

 	

3Q14 Veritiv Financial Results* Results for the third quarter ended September 30, 2014 : • Net sales were $2.4 billion. • Cost of products sold was $2 billion. • Net sales less cost of products sold was $403 million. • Net loss of $14 million. • Adjusted EBITDA was $51.5 million. • Adjusted EBITDA as a percentage of net sales was 2.2%. 5 *Please see the appendix for reconciliations of non - GAAP measures to the most comparable GAAP measures.

 	

3Q14 Key Priorities Stabilizing ongoing operations as a combined business while maintaining customer focus Continuing to execute our plans for integration and synergy capture Aligning the organization around segment strategies, our operational model and organizational design 6 1 2 3

 	

Steve Smith, CFO 7

 	

3Q14 Veritiv Financial Results * 8 *Please see the appendix for reconciliations of non - GAAP measures to the most comparable GAAP measures **Amounts calculated on a pro forma basis, which assumes the merger with UWW Holdings, Inc. and the related financing occurred on January 1, 2013. . (Unaudited, In Millions) 3Q14 Three Months Ended September 30 YOY % Change** 3Q14 Nine Months Ended September 30 YOY % Change** Net sales $2,390 - 3.3% $6,934 - 4.3% Cost of products sold $1,987 - 3.7% $5,757 - 4.5% Net sales less cost of products sold $403 - 1.2% $1,177 - 3.5% Adjusted EBITDA $51.5 - 6.2% $113.3 - 4.5% Adjusted EBITDA as a % of net sales 2.2% Flat 1.6% Flat Net loss $14 N/A $5.6 N/A 2014 consolidated pro forma adjusted EBITDA still expected to be $135 million - $145 million

 	

3Q14 Veritiv Financial Results * 9 *Please see the appendix for reconciliations of non - GAAP measures to the most comparable GAAP measures. **Amounts calculated on a pro forma basis, which assumes the merger with UWW Holdings, Inc. and the related financing occurred on January 1, 2013. (Unaudited, In Millions) 3Q14 Three Months Ended September 30 YOY % Change** 3Q14 Nine Months Ended September 30** YOY % Change** Net Sales $947 - 5.8% $2,773 - 6.7% Adjusted EBITDA $20.5 - 13.9% $50.4 - 13.2% Adj. EBITDA as a % of net sales 2.2% - 20 BPS 1.8% - 14 BPS Print Publishing Packaging Facility Solutions 3Q14 Three Months Ended September 30 YOY % Change** 3Q14 Nine Months Ended September 30** YOY % Change** Net Sales $338 - 10.3% $971 - 8.9% Adjusted EBITDA $9.2 1.6% $23.1 1.0% Adj. EBITDA as a % of net sales 2.7% 32 BPS 2.4% 23 BPS 3Q14 Three Months Ended September 30 YOY % Change** 3Q14 Nine Months Ended September 30** YOY % Change** Net Sales $725 4.8% $2,091 3.1% Adjusted EBITDA $53.0 2.4% $137.5 - 2.3% Adj. EBITDA as a % of net sales 7.3% - 17 BPS 6.6% - 37 BPS 3Q14 Three Months Ended September 30 YOY % Change** 3Q14 Nine Months Ended September 30** YOY % Change** Net Sales $357 - 6.4% $1,039 - 8.5% Adjusted EBITDA $15.5 - 4.9% $35.6 - 6.7% Adj. EBITDA as a % of net sales 4.3% 7 BPS 3.4% 7 BPS

 	

10 Veritiv expects significant net synergies of $150M - $225M » Key areas that synergies will be derived from include: – Supply chain efficiencies – Selling, General and Administrative 0% 20% 40% 60% 80% 100% YE 2014 YE 2015 YE 2016 YE 2017 Net synergies expected to be realized Costs to achieve 1 ($225M): 30 - 35% 60 - 70% 80 - 90% 90 - 100% 1) Includes ~ $55 million of one - time integration capital expenditures Synergies & One - Time Integration Costs 15% - 25% 50% - 60% 80% - 90% ~ 0% Management intends to improve Adjusted EBITDA by an incremental $100 million over next few years

 	

11 Capital Structure Capital Allocation ▪ Capital Allocation Priorities: – Fund costs of synergies and reinvest in the business – Pay down debt – Position company to return value to shareholders over time ▪ A t the end of September, the borrowing base/gross availability for the ABL facility was approximately $1.3 billion ▪ Borrowing base and borrowings have both been increasing moderately as we invest in additional Working Capital to support the seasonal increase in sales ▪ Approximately $800 million has been borrowed against the ABL ▪ Approximately $500 million of available borrowing capacity ABL Facility & Capital Allocation

 	

Mary Laschinger, Chairman & CEO 12

 	

Appendix: Non - GAAP Measures 13 We supplement our financial information prepared in accordance with GAAP with Adjusted EBITDA (earnings before interest, income taxes, depreciation and amortization, restructuring charges (income), non - restructuring stock - based compensation expense, LIFO (income) expense, asset impairment charge, non - restructuring severance charges, (gain ) loss on sale of joint venture, merger and integration expenses, purchase accounting adjustments, and loss from discontinued operations, net of income taxes) because we believe investors commonly use Adjusted EBITDA as a main component of valuing companies such as ours. In addition, the credit agreement governing our ABL Facility permits us to exclude these and other charges in calculating “Consolidated EBITDA” pursuant to such credit agreement. Adjusted EBITDA is not a measurement 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, but also to consider them with the most directly comparable GAAP measure. Adjusted EBITDA has a limitation 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 schedules and related footnotes for reconciliations of these non - GAAP measures to the most comparable GAAP measures.

 	

Appendix: Reconciliation of Non - GAAP Measures 14 Table I VERITIV CORPORATION RECONCILIATION OF NON-GAAP MEASURES (in millions) (unaudited) Veritiv As Reported Pro Forma Adjustments* Veritiv Pro Forma Veritiv As Reported Pro Forma Adjustments* Veritiv Pro Forma Net sales 2,390.3$ -$ 2,390.3$ 1,442.8$ 1,029.0$ 2,471.8$ Net income (loss) (14.0)$ 35.2$ 21.2$ 5.1$ 239.6$ (1) 244.7$ Interest expense, net 6.8 - 6.8 - 6.3 6.3 Income tax (benefit) expense (10.4) 22.5 12.1 3.9 (229.2) (1) (225.3) Depreciation and amortization 14.2 - 14.2 4.4 9.4 13.8 EBITDA (3.4) 57.7 54.3 13.4 26.1 39.5 Restructuring charges (income) 0.1 - 0.1 6.0 1.0 7.0 Non-restructuring stock-based compensation - - - 3.2 (0.1) 3.1 LIFO (income) expense (0.5) (2.1) (2.6) 4.2 0.8 5.0 Non-restructuring severance charges - - - 0.3 0.2 0.5 Merger and integration expenses 54.8 (54.8) - - - - Purchase accounting adjustments 0.5 (0.8) (0.3) - (0.3) (0.3) Loss from discontinued operations, net of income taxes - - - 0.1 - 0.1 Adjusted EBITDA / Pro Forma Adjusted EBITDA 51.5$ (0.0)$ 51.5$ 27.2$ 27.7$ 54.9$ Adjusted EBITDA / Pro Forma Adjusted EBITDA as a % of net sales 2.2% 2.2% 1.9% 2.2% Three Months Ended September 30, 2013Three Months Ended September 30, 2014 (1) Unisource's historical results for the three and nine months ended September 30, 2013 include the reversal of a $238.7 million valuation allowance against its U.S. federal and a substantial portion of its state net deferred tax assets. * Pro forma adjustments take into account the merger with UWW Holdings, Inc. and the related financing as if they occurred on January 1, 2013, as well as purchase accounting adjustments and adjustments for one-time costs related to the merger.

 	

Appendix: Reconciliation of Non - GAAP Measures 15 Table II VERITIV CORPORATION RECONCILIATION OF NON-GAAP MEASURES (in millions) (unaudited) Veritiv As Reported Pro Forma Adjustments* Veritiv Pro Forma Veritiv As Reported Pro Forma Adjustments* Veritiv Pro Forma Net sales 5,026.7$ 1,907.5$ 6,934.2$ 4,234.1$ 3,012.7$ 7,246.8$ Net income (loss) (5.6)$ 28.4$ 22.8$ 2.0$ 187.2$ (1) 189.2$ Interest expense, net 6.8 12.5 19.3 - 19.1 19.1 Income tax (benefit) expense (4.6) 35.3 30.7 2.0 (260.0) (1) (258.0) Depreciation and amortization 23.1 17.4 40.5 12.8 28.5 41.3 EBITDA 19.7 93.6 113.3 16.8 (25.2) (8.4) Restructuring charges (income) (1.0) 0.2 (0.8) 30.4 3.5 33.9 Non-restructuring stock-based compensation 4.0 0.1 4.1 9.8 0.3 10.1 LIFO (income) expense (0.8) (0.8) (1.6) 1.9 3.4 5.3 Asset impairment charge - 2.8 2.8 - 0.3 0.3 Non-restructuring severance charges 2.4 0.4 2.8 0.9 0.4 1.3 (Gain) Loss on sale of joint venture - (6.6) (6.6) - - - Merger and integration expenses 56.9 (56.9) - - 76.3 76.3 Purchase accounting adjustments 0.5 (1.3) (0.8) - (0.2) (0.2) Loss from discontinued operations, net of income taxes 0.1 - 0.1 - - - Adjusted EBITDA / Pro Forma Adjusted EBITDA 81.8$ 31.5$ 113.3$ 59.8$ 58.8$ 118.6$ Adjusted EBITDA / Pro Forma Adjusted EBITDA as a % of net sales 1.6% 1.6% 1.4% 1.6% Nine Months Ended September 30, 2013Nine Months Ended September 30, 2014 (1) Unisource's historical results for the three and nine months ended September 30, 2013 include the reversal of a $238.7 million valuation allowance against its U.S. federal and a substantial portion of its state net deferred tax assets. * Pro forma adjustments take into account the merger with UWW Holdings, Inc. and the related financing as if they occurred on January 1, 2013, as well as purchase accounting adjustments and adjustments for one-time costs related to the merger.

 	

Veritiv Corporation 3Q14 Financial Results November 13, 2014