Veritiv Corporation Investor Presentation September 2015
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. 2
Business Overview 3
Introduction to Veritiv 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. xpedx + Unisource = 4
Merger Rationale: Creating an Industry Leader Market Leadership Value Creation Strategic Focus 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 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 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 5
Veritiv Today FY 2014 1 North American Footprint Net Sales ~ $9.3 Billion Adj. EBITDA 2 $154 Million Adj. EBITDA as a % of net sales 2 1.6% Employees ~ 8,900 Locations ~ 180 distribution centers 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. 6
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 Design Full product line to reduce inbound complexity National network to service large customers Source Service and solutions to customers where they lack expertise or capabilities Deliver Veritiv conducts business with more than half of the Fortune 500 7
Segments 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 Publishing & Print Management Provides paper brokerage and print management services to end users through two complementary companies, Bulkley Dunton Publishing Group and Graphic Communications 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 8
Segments 1 NET SALES PRODUCTS & SERVICES SOURCED Adjusted EBITDA 2 ~$9.3 BILLION Other 1% ~$8 BILLION $154 MILLION Facility Solutions 15% Facility Solutions 15% Print 20% Packaging 30% Publishing & Print Mgmt. 14% Print 40% Packaging 55% Publishing & Print Mgmt. 10% NET SALES BY SEGMENT ADJUSTED EBITDA 2 BY SEGMENT 3 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 9
Print and Publishing & Print Mgmt. Total Print Industry (Approx. size) Publishing & Print Mgmt. Industry (Approx. size) Distribution & Brokerage Channel (Approx. size) Revenue 1 : $80B Revenue 1 : $20B Veritiv Market Share 1 : 26% Forecasted Market Growth Rate 1 : (4-5)% Revenue 1 : $12B Veritiv Market Share 1 : 42% Forecasted Volume Growth Rate 1 : (4-5)% Total Industry Segment Industry Where We Compete Our Performance Market Leader Veritiv Print Net Sales 2 : $3.7B Pub. & Print Mgmt. Net Sales 2 : $1.3B 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. 10
Print Summary & Financial Results Segment Description: 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 Value Drivers for Veritiv: 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 (Unaudited, Dollars In Millions) Competitive Landscape: 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 FY14 Financial Results: FY14 YOY % Year Ended Change December 31 1 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) 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. 11
Publishing & Print Management Summary & Financial Results Segment Description: Value Drivers for Veritiv: Competitive Landscape: 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 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 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 (Unaudited, Dollars In Millions) FY14 Financial Results: FY14 YOY % Year Ended Change December 31 1 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 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. 12
Packaging Packaging Industry (Approx. size) Distribution Channel (Approx. size) Revenue 1 : $144B Veritiv Market Share 1 : 2% Forecasted Market Growth Rate 1 : 2-3% Revenue 1 : $51B Veritiv Market Share 1 : 5-6% Forecasted Volume Growth Rate 1 : 2-3% Segment Industry Where We Compete Our Performance Market Leader Veritiv Net Sales 2 : $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. 13
Packaging Summary & Financial Results Segment Description: 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. Value Drivers for Veritiv: 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 (Unaudited, Dollars In Millions) FY14 Financial Results: FY14 YOY % Year Ended Change December 31 1 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) 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. 14
Facility Solutions Facility Solutions Industry (Approx. size) Distribution Channel (Approx. size) Revenue 1 : $61B Veritiv Market Share 1 : 1% Forecasted Market Growth Rate 1 : 2-3% Revenue 1 : $24B Veritiv Market Share 1 : 6% Forecasted Volume Growth Rate 1 : 1-2% Segment Industry Where We Compete Our Performance Market Leader Veritiv Net Sales 2 : $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. 15
Facility Solutions Summary & Financial Results Segment Description: 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 Value Drivers for Veritiv: 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 (Unaudited, Dollars In Millions) Competitive Landscape: 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 FY14 Financial Results: FY14 YOY % Year Ended Change December 31 1 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 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. 16
Priorities Through 2015 Align the organization around segment strategies, our operational model and organizational design Maintain market leadership in Print Improve profitability of Facilities Grow Packaging Execute our plans for integration and synergy capture Both plans on track 17
Leadership Management Team Steve Smith SVP, CFO Prior SVP & CFO, American Greetings Bruce Henry SVP, Integration & Change Management Prior SVP & VP Strategy Management & Integration, xpedx Mark Hianik SVP, General Counsel Prior SVP, General Counsel & CAO, Dex One Corp. Mary Laschinger Chairman and Chief Executive Officer Prior President, xpedx & SVP, International Paper Tom Lazzaro SVP, Field Sales & Operations Prior SVP & EVP Supply Chain, xpedx Joe Myers SVP, Facility Solutions/Strategy & Commercial Excellence Prior President, Oldcastle Building Solutions Barry Nelson SVP, Publishing & Print Management Prior Group VP Sales- Publishing, xpedx Beth Patrick SVP, Chief Human Resources Officer Prior SVP & VP Human Resources, xpedx Darin Tang SVP, Packaging Prior President of Packaging Solutions Group, Unisource Worldwide Dan Watkoske SVP, Print Prior SVP & EVP Sales, xpedx 18
Synergies & One-Time Integration Costs Management intends to improve Adjusted EBITDA by an incremental $100 million over the first few years after the Merger Key areas that synergies will be derived from include supply chain efficiencies and SG&A 100% 80% Cumulative forecasted synergies ($150M - $225M) 80% - 90% 60% 50% - 60% 40% 25% - 35% 20% ~ 10% 0% YE 2014 (Actual) YE 2015 YE 2016 YE 2017 Forecasted costs to achieve 1 ($225M): ~ 30% 60-70% 80-90% 90-100% Through the first half of 2015, Veritiv is pacing on or ahead of its synergy plan 1) Includes ~ $55 million of one-time integration capital expenditures; does not include approximately $27 million of merger related expenses. 19
Synergy Capture Veritiv expects cumulative forecasted synergies of $150M - $225M 50% 25% 25% Sourcing SG&A Strategy Non Sourcing - SG&A Strategy SG&A Non SG&A 20
ABL Facility & Capital Allocation Capital Structure Capital Allocation 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 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 21
2Q15 Summary 22
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% 23
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 24
2Q15 Financial Results 1 Pro Forma: 2Q15 Three Months Ended June 30 YOY % Change 2 2Q15 YOY % Six Months Ended June 30 Change 2 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 As Reported: 1.9% 24 BPS 1.6% 25 BPS 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. 25
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 26
IR Contacts Tom Morabito Director, Investor Relations 770-391-8451, tom.morabito@veritivcorp.com Katie Kuhlhorst Analyst, Investor Relations 770-391-8281, katie.kuhlhorst@veritivcorp.com 27
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, nonrestructuring 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. 28
Appendix: Reconciliation of Non-GAAP Financial Measures Table I VERITIV CORPORATION RECONCILIATION OF NON-GAAP MEASURES (in millions, unaudited) Three Months Ended June 30, 2015 Three Months Ended June 30, 2014 Pro Forma Adjustments* Veritiv As Reported 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% * 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. 29
Appendix: Reconciliation of Non-GAAP Financial Measures Table II VERITIV CORPORATION RECONCILIATION OF NON-GAAP MEASURES (in millions, unaudited) Six Months Ended June 30, 2015 Six Months Ended June 30, 2014 Pro Forma Adjustments* Veritiv As Reported 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% * 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. 30
Veritiv Corporation Investor Presentation September 2015