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Veritiv Corporation Investor Presentation September 2015

Transcript of Corporation Investor Presentations21.q4cdn.com/969015058/files/veritiv-corporation-investor... ·...

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Veritiv Corporation Investor Presentation September 2015

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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, 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 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 our limited experience complying with the reporting and other requirements of a publicly traded company, including the Sarbanes-Oxley Act; 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. 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.

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Overview Business

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Veritiv Corporation (NYSE: VRTV) is a leading North American business-to-business provider of print, publishing, packaging, facility, and logistics solutions. Veritiv was established in 2014, following the merger of International Paper Company’s xpedx division and Unisource Worldwide (the “Merger”). Veritiv has emerged as a business-to-business distribution solutions leader in North America. Today, our focus on customers and our commitment to operational excellence allow us to partner with world class suppliers and deliver solutions to a wide range of customer segments.

Introduction to Veritiv

xpedx Unisource = +

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Merger Rationale: Creating an Industry Leader

Market Leadership

Created North American market leader

Improved market position by combining top industry leaders

Strengthened relationships with top customers and suppliers Minimal customer overlap Greater supply chain capability Greater sourcing strategies

Strategic Focus

Created a standalone company allowing for strategic focus

Better positioned to take advantage of higher margin growth

Created a unique combination of two like companies

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

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Veritiv Today

1) For the year ended December 31, 2014; Amounts calculated on a pro forma basis, which assumes the Merger with UWW Holdings, Inc. and the related financing occurred on January 1, 2013, as well as purchase accounting adjustments and adjustments for one-time costs related to the Merger.

2) Please see the appendix for reconciliations of non-GAAP measures to the most comparable GAAP measures.

North American Footprint

Net Sales ~ $9.3 Billion

Employees ~ 8,900

Adj. EBITDA2 $154 Million

Adj. EBITDA as a % of net sales2 1.6%

Locations ~ 180 distribution centers

FY 20141

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Business Model

Partner with world class suppliers…

…then add value through multiple capabilities…

…to a wide range of customer segments

Customer Reach

Effective Supply Chain

Full product line to reduce inbound complexity

National network to service large customers

Service and solutions to customers where they lack expertise or capabilities

Veritiv conducts business with more than half of the Fortune 500

Deliver

Design

Source

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Segments

Publishing & Print Management Provides paper brokerage and print management services to end users

through two complementary companies, Bulkley Dunton Publishing Group and Graphic Communications

Print Leverages global network of specialized papermakers to deliver the most

comprehensive selection of best-in-class commercial, business, and digital paper products in the market

Packaging Offers a full-service platform for designing, sourcing, and delivering the

most efficient packaging solution for each and every customer

Facility Solutions Comprehensive selection of facility solutions products, management programs, and advanced analysis tools to help customers maintain a

clean, healthy environment

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Segments1

Print 40%

Publishing & Print Mgmt. 14%

Packaging 30%

Facility Solutions

15%

Other 1%

NET SALES BY SEGMENT

1) For the year ended December 31, 2014; Amounts calculated on a pro forma basis, which assumes the Merger with UWW Holdings, Inc. and the related financing occurred on January 1, 2013, as well as purchase accounting adjustments and adjustments for one-time costs related to the Merger.

2) Please see the appendix for reconciliations of non-GAAP measures to the most comparable GAAP measures 3) Corporate and Other is excluded from the calculation for percentage of Adjusted EBITDA by Segment

PRODUCTS & SERVICES SOURCED

~$8 BILLION

NET SALES

~$9.3 BILLION

Adjusted EBITDA2

$154 MILLION

Print 20%

Publishing & Print Mgmt.

10%

Packaging 55%

Facility Solutions

15%

ADJUSTED EBITDA2 BY SEGMENT3

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Print and Publishing & Print Mgmt.

• Print Net Sales2: $3.7B • Pub. & Print Mgmt. Net Sales2:

$1.3B

Publishing & Print Mgmt. Industry

(Approx. size)

• Revenue1: $20B • Veritiv Market Share1: 26% • Forecasted Market Growth

Rate1: (4-5)%

Distribution & Brokerage Channel

(Approx. size)

Veritiv

• Revenue1: $12B • Veritiv Market Share1: 42% • Forecasted Volume Growth

Rate1: (4-5)%

Total Print Industry (Approx. size)

• Revenue1: $80B

1) Based on industry analysis and management estimates of Printing & Writing Paper sales 2) Amounts calculated on a pro forma basis, which assumes the Merger with UWW Holdings,

Inc. and the related financing occurred on January 1, 2013, as well as purchase accounting adjustments and adjustments for one-time costs related to the Merger.

Total Industry

Segment Industry

Where We Compete

Our Performance

Market Leader

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Print Summary & Financial Results

1) Amounts calculated on a pro forma basis, which assumes the Merger with UWW Holdings, Inc. and the related financing occurred on January 1, 2013, as well as purchase accounting adjustments and adjustments for one-time costs related to the Merger.

Segment Description:

Value Drivers for Veritiv:

Competitive Landscape:

FY14 Financial Results:

(Unaudited, Dollars In Millions)

FY14 Year Ended

December 31 1

YOY % Change 1

Net Sales $3,690 (6.6%)

Net sales per shipping day - (6.5%)

Adjusted EBITDA $67.7 (12.8%)

Adj. EBITDA as a % of net sales 1.8% (13 BPS)

• Tiered offering of national and private brands • Sourcing scale • Traditional, wide format and

digital solutions

• Customers consist of commercial printers, in-plant print facilities, data centers, print design agencies, and others

• End products consist of a range of communications, including catalogs, brochures, advertising supplements, annual reports, business forms, and retail circulars

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• Portfolio-Boosting Print Solutions • Experienced paper and

graphic industry professionals • North American market

coverage

• Substantial inventory breadth and depth

• Working capital source for customers

• Leading Singular Resource in the Print Industry • Merchants provide paper and

substrates; dealers source graphics supplies, ink and equipment; and manufacturers offer technical support

• Veritiv offers all of those services, supplies, equipment and knowledge from one integrated source

• Fragmented overall, but our main competitors in regards to coated paper are other merchants

• Most merchants are regional or local in nature, with all regional players being privately held companies

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Publishing & Print Management Summary & Financial Results

1) Amounts calculated on a pro forma basis, which assumes the Merger with UWW Holdings, Inc. and the related financing occurred on January 1, 2013, as well as purchase accounting adjustments and adjustments for one-time costs related to the Merger.

Segment Description:

Value Drivers for Veritiv:

Competitive Landscape:

FY14 Financial Results:

(Unaudited, Dollars In Millions)

FY14 Year Ended

December 31 1

YOY % Change 1

Net Sales $1,332 (10.0%)

Net sales per shipping day - (9.8%)

Adjusted EBITDA $33.6 4.0%

Adj. EBITDA as a % of net sales 2.5% 34 BPS

• Tiered offering of national and private brands • Sourcing scale • Traditional, wide format and

digital solutions

• Consulting, sourcing to end users

• Paper and print management

• End user customers consist of Retailers, Book and Magazine Publishers, Cataloguers, and Direct Mailers

• Fragmented overall, but concentrated in certain end uses such as catalogs, magazines, retail inserts and books

• Competitors include mills selling on a direct basis and some large printers

• Majority of competitors in this space are privately held companies

• Scale and Stability • Strong customer relationships

drive significant volume with suppliers

• Capacity to mitigate market risk

• Ensure that customers have the best paper and print solutions regardless of market conditions

• Valuable Consultants and Execution Expertise • Ability to develop and

implement customized paper and print management solutions

• Focus on expert execution in providing customers with superior paper, print management, and supply chain services

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Packaging

Veritiv

Distribution Channel (Approx. size)

• Revenue1: $51B • Veritiv Market Share1: 5-6% • Forecasted Volume Growth

Rate1: 2-3%

• Net Sales2: $2.8B

1) Based on industry analysis and management estimates; does not include value added services 2) Amounts calculated on a pro forma basis, which assumes the Merger with UWW Holdings, Inc. and

the related financing occurred on January 1, 2013, as well as purchase accounting adjustments and adjustments for one-time costs related to the Merger.

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Segment Industry

Where We Compete

Our Performance

Packaging Industry (Approx. size)

• Revenue1: $144B • Veritiv Market Share1: 2% • Forecasted Market Growth

Rate1: 2-3%

Market Leader

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Packaging Summary & Financial Results

1) Amounts calculated on a pro forma basis, which assumes the Merger with UWW Holdings, Inc. and the related financing occurred on January 1, 2013, as well as purchase accounting adjustments and adjustments for one-time costs related to the Merger.

Segment Description:

Value Drivers for Veritiv:

• Substrate agnostic: total

package solution • Custom packaging (~ 50% of

segment revenue) • Material innovations • Standard packaging: branded

and private label • Equipment sales and service • Service a wide variety of local,

regional, and national customers throughout North America

• Broad market reach focusing on higher growth verticals

• Supplied by the markets largest suppliers in all categories – Corrugated, Cushioning, Tape, Films, etc.

• Expertise and Broad Market Reach • Customers benefit from

working with packaging experts who both specialize in their market and can provide material neutral solutions

• Capacity to service the entire North American market

• Packaging That Performs • From concept creation, design,

validation/auditing and testing, distribution, to logistics, Veritiv has the scale and footprint to deliver complex packaging and speed to market solutions to customers

• Premier access to the industry’s best resources to help maximize a customer’s packaging efficiencies and deliver the lowest total cost solution

Competitive Landscape:

• Very fragmented, the majority being non-public players

• Over 3000 distribution companies compete in the packaging space, but none can match Veritiv’s geographical coverage

• Several regional players

FY14 Financial Results:

(Unaudited, Dollars In Millions)

FY14 Year Ended

December 31 1

YOY % Change 1

Net Sales $2,821 3.0%

Net sales per shipping day - 3.1%

Adjusted EBITDA $190.3 1.4%

Adj. EBITDA as a % of net sales 6.7% (10 BPS)

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Facility Solutions

Distribution Channel (Approx. size)

• Revenue1: $24B • Veritiv Market Share1: 6% • Forecasted Volume Growth

Rate1: 1-2%

• Net Sales2: $1.4B

1) Based on industry analysis and management estimates for the cleaning & mtc. (Jan/San) away from home market

2) Amounts calculated on a pro forma basis, which assumes the Merger with UWW Holdings, Inc. and the related financing occurred on January 1, 2013, as well as purchase accounting adjustments and adjustments for one-time costs related to the Merger.

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Veritiv

Segment Industry

Where We Compete

Our Performance

Facility Solutions Industry (Approx. size)

• Revenue1: $61B • Veritiv Market Share1: 1% • Forecasted Market

Growth Rate1: 2-3%

Market Leader

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Facility Solutions Summary & Financial Results

1) Amounts calculated on a pro forma basis, which assumes the Merger with UWW Holdings, Inc. and the related financing occurred on January 1, 2013, as well as purchase accounting adjustments and adjustments for one-time costs related to the Merger.

Segment Description:

Value Drivers for Veritiv:

Competitive Landscape:

FY14 Financial Results:

(Unaudited, Dollars In Millions)

FY14 Year Ended

December 31 1

YOY % Change 1

Net Sales $1,388 (8.0%)

Net sales per shipping day - (7.8%)

Adjusted EBITDA $50.8 (2.9%)

Adj. EBITDA as a % of net sales 3.7% 19 BPS

• Restroom, break room and personal care items (Jan/San, towels, and tissues)

• Commercial cleaning equipment and supplies

• Product standardization • Spend management tools • Large regional/national

customers supported through a multi-location supply chain

• End user customers include building service contractors, food service providers, healthcare facilities, higher education institutions, government agencies, manufacturers, property managers, retail outlets, and sporting/entertainment facilities

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• Extensive North American Presence • National footprint to support

single and multi-site contracts • Can provide next day delivery to

95% of the customer population

• Customer Assurance • Experienced, credible Facility

Solutions Advisors with expertise across multiple verticals

• Long-standing industry commitment

• Global sourcing and supply chain depth

• Manage and optimize spend for customers

• Very fragmented, with a mix of public and non-public players

• Competitors include office supplies providers that can also address facility solutions needs

• Veritiv tends to have a stronger presence with regional customers

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Priorities Through 2015

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Execute our plans for

integration and synergy

capture

Align the organization

around segment strategies, our

operational model and organizational

design

Both plans on

track

Maintain market

leadership in Print

Grow Packaging

Improve profitability of Facilities

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Leadership

Mary Laschinger

Chairman and Chief Executive Officer

Prior President, xpedx & SVP, International Paper

Management Team

Beth Patrick SVP, Chief Human Resources Officer Prior SVP & VP Human Resources, xpedx

Mark Hianik SVP, General Counsel Prior SVP, General Counsel & CAO, Dex One Corp.

Joe Myers SVP, Facility Solutions/Strategy & Commercial Excellence Prior President, Oldcastle Building Solutions

Darin Tang SVP, Packaging Prior President of Packaging Solutions Group, Unisource Worldwide

Dan Watkoske SVP, Print Prior SVP & EVP Sales, xpedx

Steve Smith SVP, CFO Prior SVP & CFO, American Greetings

Bruce Henry SVP, Integration & Change Management Prior SVP & VP Strategy Management & Integration, xpedx

Tom Lazzaro SVP, Field Sales & Operations Prior SVP & EVP Supply Chain, xpedx

Barry Nelson SVP, Publishing & Print Management Prior Group VP Sales-Publishing, xpedx

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Synergies & One-Time Integration Costs

Key areas that synergies will be derived from include supply chain efficiencies and SG&A

0%

20%

40%

60%

80%

100%

YE 2014(Actual)

YE 2015 YE 2016 YE 2017

Cumulative forecasted synergies ($150M - $225M)

Forecasted costs to achieve1 ($225M): ~ 30% 60-70% 80- 90% 90-100%

1) Includes ~ $55 million of one-time integration capital expenditures; does not include approximately $27 million of merger related expenses.

25% - 35%

50% - 60%

80% - 90%

~ 10%

Through the first half of 2015, Veritiv is pacing on or ahead of its synergy plan

Management intends to improve Adjusted EBITDA by an incremental $100 million over the first few years after the Merger

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Synergy Capture

Sourcing Strategy

Non - SG&A

SG&A

SG&A

Veritiv expects cumulative forecasted synergies of $150M - $225M

50% 25%

25% Sourcing Strategy

Non – SG&A

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ABL Facility & Capital Allocation

Capital Structure Capital Allocation

▪ Capital Allocation Priorities: – Invest in the company ▫ YTD: CapEx totaled ~ $23M, with

~ $16M related to integration

▫ Ordinary course CapEx now expected to be ~ $20M in 2015

▫ Continue to expect incremental CapEx for integration projects of $30M - $40M

– Pay down debt

– Return value to shareholders

▪ At the end of June 2015: ▪ The borrowing base availability

for the ABL facility was ~ $1.2 billion

▪ ~ $800 million drawn against the ABL facility

▪ ~ $400 million of available borrowing capacity

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Summary 2Q15

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Veritiv Financial Highlights

Steady first half 2015 results

Over the first few years after the merger:

On track to improve Adjusted EBITDA by an incremental $100 million

Expect forecasted cumulative synergies of $150 - $225 million

Financial flexibility backed by a $1.4 billion ABL facility (matures in 2019)

2015 Forward Looking Guidance:

2015 Adjusted EBITDA is expected to reach the middle to higher end of $165 - $175 million

Ordinary course capital expenditures expected to be ~$20 million

Forecasted cumulative synergy capture expected of 25 – 35%

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2Q15 Developments

• On-schedule separation of information and majority of financial systems from International Paper

• Implemented standardized route optimization and analysis tools for national fleet Common on-board monitoring and routing systems

• Initiated several warehouse consolidations

• Upcoming Developments for Long-Term Milestones: Decision on common suite of information technology

applications and core operating system Network optimization roadmap

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2Q15 Financial Results1

2Q15 Three Months Ended

June 30

YOY % Change 2

2Q15 Six Months Ended

June 30

YOY % Change 2

Pro Forma:

Net sales $2,159 (6.4%) $4,297 (5.4%)

Net sales per shipping day - (6.4%) - (4.7%)

Cost of products sold $1,768 (7.8%) $3,530 (6.4%)

Net sales less cost of products sold $391 0.8% $767 (0.9%)

Adjusted EBITDA $40.7 7.5% $69.1 12.0%

Adjusted EBITDA as a % of net sales 1.9% 24 BPS 1.6% 25 BPS

As Reported:

Net income $4.3 N/A $2.1 N/A

1) Please see the appendix for reconciliations of non-GAAP measures to the most comparable GAAP measures. 2) Amounts calculated on a pro forma basis, which assumes the Merger with UWW Holdings, Inc. and the related financing occurred on January 1, 2013, as well as purchase accounting adjustments and adjustments for one-time costs related to the Merger.

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Investment Summary

• Industry leader with significant size and scale

• Business model creates value for both customers and suppliers

• Growth segments in packaging, facility solutions, and logistics with differentiating value propositions

• Positioned to win in the print segment

• Strong and stable platform to invest for future growth

• Deep, experienced management team

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IR Contacts

Tom Morabito – Director, Investor Relations 770-391-8451, [email protected] Katie Kuhlhorst – Analyst, Investor Relations 770-391-8281, [email protected]

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Appendix: Reconciliation of Non-GAAP Financial 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, non-restructuring severance charges, gain on sale of joint venture, merger and integration expenses, loss from discontinued operations, net of income taxes, 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 such as ours. In addition, the credit agreement governing our asset-based lending facility permits us to exclude these and other charges in calculating “Consolidated EBITDA”, as defined in the ABL Facility. 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 and related footnote for reconciliations of non-GAAP measures to the most comparable GAAP measures.

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Appendix: Reconciliation of Non-GAAP Financial Measures

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Table IVERITIV CORPORATION

RECONCILIATION OF NON-GAAP MEASURES(in millions, unaudited)

Veritiv As Reported

Pro Forma Adjustments*

Veritiv Pro Forma

Net income (loss) 4.3$ 2.9$ (12.2)$ (9.3)$ Interest expense, net 6.4 - 6.1 6.1 Income tax expense 6.5 2.1 7.4 9.5 Depreciation and amortization 15.3 4.3 8.4 12.7 EBITDA 32.5 9.3 9.7 19.0 Restructuring charges (income) 2.2 (0.9) - (0.9) Non-restructuring stock-based compensation 0.9 3.0 - 3.0 LIFO (income) expense (4.8) 3.4 1.5 4.9 Non-restructuring severance charges 1.0 0.7 0.3 1.0 Merger and integration expenses 10.3 2.1 6.2 8.3 Fair value adjustment on TRA contingent liability (1.7) - - - Other 0.3 - 2.6 2.6 Adjusted EBITDA / Pro Forma Adjusted EBITDA 40.7$ 17.6$ 20.3$ 37.9$

Net sales 2,159.3$ 1,329.0$ 976.8$ 2,305.8$

Adjusted EBITDA / Pro Forma Adjusted EBITDA as a % of net sales 1.9% 1.3% 1.6%

Three Months Ended June 30, 2014

* 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.

Three Months Ended June 30, 2015

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Appendix: Reconciliation of Non-GAAP Financial Measures

30

Table IIVERITIV CORPORATION

RECONCILIATION OF NON-GAAP MEASURES(in millions, unaudited)

Veritiv As Reported

Pro Forma Adjustments*

Veritiv Pro Forma

Net income (loss) 2.1$ 8.4$ (16.2)$ (7.8)$ Interest expense, net 12.8 - 12.4 12.4 Income tax expense 6.6 5.8 6.8 12.6 Depreciation and amortization 28.8 8.9 16.8 25.7 EBITDA 50.3 23.1 19.8 42.9 Restructuring charges (income) 5.6 (1.1) 0.2 (0.9) Non-restructuring stock-based compensation 1.9 4.0 0.1 4.1 LIFO (income) expense (10.0) (0.3) 1.3 1.0 Non-restructuring severance charges 1.4 2.4 0.4 2.8 Gain on sale of joint venture - - (6.6) (6.6) Merger and integration expenses 20.3 2.1 14.1 16.2 Fair value adjustment on TRA contingent liability (0.4) - - - Other - (0.1) 2.2 2.1 Loss from discontinued operations, net of income taxes - 0.1 - 0.1 Adjusted EBITDA / Pro Forma Adjusted EBITDA 69.1$ 30.2$ 31.5$ 61.7$

Net sales 4,297.2$ 2,636.4$ 1,907.5$ 4,543.9$

Adjusted EBITDA / Pro Forma Adjusted EBITDA as a % of net sales 1.6% 1.1% 1.4%

Six Months Ended June 30, 2014

* 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.

Six Months Ended June 30, 2015

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Veritiv Corporation Investor Presentation September 2015