|
|
|
Delaware
|
|
46-3234977
|
(State or other jurisdiction of incorporation or organization)
|
|
(I.R.S Employer Identification Number)
|
|
|
|
6600 Governors Lake Parkway
|
|
|
Norcross, Georgia
|
|
30071
|
(Address of principal executive offices)
|
|
(Zip code)
|
Large accelerated filer
|
¨
|
Accelerated filer
|
¨
|
|
|
|
|
Non-accelerated filer
|
x
(Do not check if a smaller reporting company)
|
Smaller reporting company
|
¨
|
|
|
|
Page
|
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
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||
|
•
|
The Veritiv Condensed Consolidated and Combined Statements of Operations, Statements of Comprehensive Income and Statements of Cash Flows and Notes thereto presented in this Quarterly Report on Form 10-Q (“Form 10-Q”) for the three and nine months ended September 30, 2013 reflect the results of the legacy xpedx business only. The Veritiv Condensed Consolidated and Combined Statements of Operations, Statements of Comprehensive Income and Statements of Cash Flows and Notes thereto presented in this Form 10-Q 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 Condensed Combined Balance Sheet and Notes thereto presented in this Form 10-Q as of December 31, 2013 reflects the assets, liabilities and equity of the legacy xpedx business only. The Veritiv Condensed Consolidated Balance Sheet and Notes thereto presented in this Form 10-Q as of September 30, 2014 reflects the assets, liabilities and equity of the combined legacy xpedx and Unisource businesses.
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
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
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Net income (loss)
|
$
|
(14.0
|
)
|
|
$
|
5.1
|
|
|
$
|
(5.6
|
)
|
|
$
|
2.0
|
|
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
|
|
||||||||
Foreign currency translation adjustments
|
(4.5
|
)
|
|
0.1
|
|
|
(3.9
|
)
|
|
0.5
|
|
||||
Other comprehensive income (loss), net of tax
|
(4.5
|
)
|
|
0.1
|
|
|
(3.9
|
)
|
|
0.5
|
|
||||
Total comprehensive income (loss), net of tax
|
$
|
(18.5
|
)
|
|
$
|
5.2
|
|
|
$
|
(9.5
|
)
|
|
$
|
2.5
|
|
|
September 30,
|
|
December 31,
|
||||
|
2014
|
|
2013
|
||||
Assets
|
|
|
(as restated, see Note 17)
|
||||
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 intangible assets, 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 (Note 14)
|
|
|
|
|
|
||
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
|
|
|
Nine Months Ended
September 30, |
||||||
|
2014
|
|
2013
|
||||
Operating Activities
|
|
|
(as restated, see Note 17)
|
||||
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
|
|
|
Common Stock Issued
|
|
Additional Paid-in Capital
|
|
Parent Company Investment
|
|
Accumulated Deficit
|
|
Accumulated Other Comprehensive Income (Loss)
|
|
Total
|
|||||||||||||||
|
Shares
|
|
Amount
|
|
|
|
|
|
||||||||||||||||||
|
|
|
|
|
|
|
(as restated, see Note 17)
|
|
|
|
|
|
|
|||||||||||||
Balance at December 31, 2013
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
784.3
|
|
|
$
|
—
|
|
|
$
|
(4.7
|
)
|
|
$
|
779.6
|
|
Net income from January 1, 2014 to June 30, 2014
|
—
|
|
|
—
|
|
|
—
|
|
|
8.4
|
|
|
—
|
|
|
—
|
|
|
8.4
|
|
||||||
Net loss from July 1, 2014 to September 30, 2014
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(14.0
|
)
|
|
—
|
|
|
(14.0
|
)
|
||||||
Other comprehensive loss, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3.9
|
)
|
|
(3.9
|
)
|
||||||
Net transfers to Parent
|
—
|
|
|
—
|
|
|
—
|
|
|
(82.6
|
)
|
|
—
|
|
|
—
|
|
|
(82.6
|
)
|
||||||
Conversion of Parent Company Investment in connection with Spin-off
|
8.2
|
|
|
0.1
|
|
|
710.0
|
|
|
(710.1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Transfer to Parent in connection with Spin-off
|
—
|
|
|
—
|
|
|
(404.2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(404.2
|
)
|
||||||
Issuance of common stock for Merger
|
7.8
|
|
|
0.1
|
|
|
284.6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
284.7
|
|
||||||
Balance at September 30, 2014
|
16.0
|
|
|
$
|
0.2
|
|
|
$
|
590.4
|
|
|
$
|
—
|
|
|
$
|
(14.0
|
)
|
|
$
|
(8.6
|
)
|
|
$
|
568.0
|
|
•
|
8,160,000
shares of Veritiv common stock were distributed on a pro rata basis to the International Paper shareholders of record as of the close of business on June 20, 2014. Immediately following the Spin-off, but prior to the Merger, International Paper’s shareholders owned all of the shares of Veritiv common stock outstanding, and
|
•
|
A cash payment of
$404.2 million
was distributed to International Paper, which was comprised of: (i) a special payment of
$400.0 million
, (ii) reduced by a
$15.3 million
preliminary working capital adjustment and (iii) increased by
$19.5 million
of transaction expense-related adjustments. These payments have been reflected by Veritiv as a reduction to equity. Subsequent to September 30, 2014, the working capital and transaction expense-related adjustments were finalized, resulting in an additional cash payment of
$30.7 million
to International Paper. This payment will be reflected as a reduction to equity in the fourth quarter of 2014.
|
•
|
UWW Holdings, LLC, the sole shareholder of UWW Holdings, Inc., received
7,840,000
shares of Veritiv common stock for all outstanding shares of UWW Holdings, Inc. common stock that it held on the Distribution Date, in a private placement transaction,
|
•
|
Veritiv and UWW Holdings, LLC entered into a registration rights agreement (the "Registration Rights Agreement") that provides UWW Holdings, LLC with certain demand registration rights and piggyback registration rights. The agreement also entitles UWW Holdings, LLC to transfer its Veritiv common stock to one or more of its affiliates or equity-holders, and UWW Holdings, LLC may exercise registration rights on behalf of such transferees if such transferees become a party to the Registration Rights Agreement,
|
•
|
Veritiv and UWW Holdings, LLC entered into a tax receivable agreement (the "Tax Receivable Agreement") that sets forth the terms by which Veritiv generally will be obligated to pay UWW Holdings, LLC an amount equal to
85%
of the U.S. federal, state and Canadian income tax savings that Veritiv actually realizes as a result of the utilization of Unisource’s net operating losses attributable to taxable periods prior to the date of the Merger, and
|
•
|
UWW Holdings, LLC received approximately
$33.9 million
of cash proceeds associated with preliminary working capital and net indebtedness adjustments, as well as cash proceeds of
$4.7 million
associated with transaction expense-related adjustments. The
$33.9 million
payment was recorded as part of the purchase price consideration for Unisource, and the
$4.7 million
payment was recorded within merger and integration expenses in the Condensed Consolidated and Combined Statements of Operations.
|
Preliminary estimated purchase price:
|
(in millions)
|
||
Fair value of Veritiv shares transferred
|
$
|
284.7
|
|
Cash payment associated with customary working capital and net indebtedness adjustments
|
33.9
|
|
|
Fair value of contingent liability associated with the Tax Receivable Agreement
|
60.9
|
|
|
Total preliminary estimated purchase price
|
$
|
379.5
|
|
Preliminary Allocation:
|
(in millions)
|
||
Cash
|
$
|
70.9
|
|
Accounts receivable
|
448.4
|
|
|
Inventories
|
351.9
|
|
|
Deferred income tax assets
|
79.8
|
|
|
Property and equipment
|
301.2
|
|
|
Goodwill
|
28.7
|
|
|
Other intangible assets
|
29.9
|
|
|
Other current and non-current assets (including below market leasehold agreements)
|
61.7
|
|
|
Accounts payable
|
(263.8
|
)
|
|
Long-term debt (including equipment capital leases)
|
(333.2
|
)
|
|
Financing obligations to related party
|
(238.2
|
)
|
|
Defined benefit pension obligations
|
(31.0
|
)
|
|
Other current and non-current liabilities (including above market leasehold agreements)
|
(126.8
|
)
|
|
Total purchase price
|
$
|
379.5
|
|
|
Value
(in millions)
|
|
Estimated Useful Life (
in years)
|
||
Customer relationships
|
$
|
23.1
|
|
|
10 — 12
|
Trademarks/Trade names
|
3.9
|
|
|
1 — 5
|
|
Non-compete agreements
|
2.9
|
|
|
1
|
|
Total identifiable intangible assets acquired
|
$
|
29.9
|
|
|
|
(Unaudited)
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
(in millions, except share and per share data)
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Net sales
|
$
|
2,390.3
|
|
|
$
|
2,471.8
|
|
|
$
|
6,934.2
|
|
|
$
|
7,246.8
|
|
Net income
(1)
|
$
|
21.2
|
|
|
$
|
244.7
|
|
|
$
|
22.8
|
|
|
$
|
189.2
|
|
Earnings per share - basic and diluted
|
$
|
1.33
|
|
|
$
|
15.29
|
|
|
$
|
1.43
|
|
|
$
|
11.83
|
|
Weighted-average shares outstanding - basic and diluted
|
16,000,000
|
|
|
16,000,000
|
|
|
16,000,000
|
|
|
16,000,000
|
|
•
|
Merger and integration expenses: Merger and integration expenses of
$54.8 million
and
$3.8 million
incurred during the three months ended September 30, 2014 and 2013, respectively, and
$56.9 million
incurred during the nine months ended September 30, 2014 have been eliminated. Pro forma net income for the nine months ended September 30, 2013 includes merger and integration expenses of
$76.3 million
.
|
•
|
Incremental depreciation and amortization expense: Pro forma net income for the three months ended September 30, 2013 and nine months ended September 30, 2014 and 2013 includes
$3.2 million
,
$5.2 million
and
$9.8 million
, respectively, of incremental depreciation and amortization expense related to the fair value adjustments to property and equipment and identifiable intangible assets.
|
(in millions)
|
Total
|
||
Liability at December 31, 2013
|
$
|
7.7
|
|
Additional provision
|
0.1
|
|
|
Payments
|
(3.9
|
)
|
|
Adjustment of prior year's estimate
|
(0.3
|
)
|
|
Liability transferred to Parent in connection with Spin-off
|
(3.6
|
)
|
|
Liability at September 30, 2014
|
$
|
—
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
(in millions)
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Loss from operations
|
$
|
—
|
|
|
$
|
(0.1
|
)
|
|
$
|
(0.1
|
)
|
|
$
|
(0.3
|
)
|
Restructuring and disposal income
|
—
|
|
|
—
|
|
|
—
|
|
|
0.3
|
|
||||
Loss from discontinued operations
|
$
|
—
|
|
|
$
|
(0.1
|
)
|
|
$
|
(0.1
|
)
|
|
$
|
—
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
(in millions, except share and per share data)
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Income (loss) from continuing operations
|
$
|
(14.0
|
)
|
|
$
|
5.2
|
|
|
$
|
(5.5
|
)
|
|
$
|
2.0
|
|
Income (loss) from discontinued operations
|
—
|
|
|
(0.1
|
)
|
|
(0.1
|
)
|
|
—
|
|
||||
Net income (loss)
|
$
|
(14.0
|
)
|
|
$
|
5.1
|
|
|
$
|
(5.6
|
)
|
|
$
|
2.0
|
|
|
|
|
|
|
|
|
|
||||||||
Weighted-average number of shares outstanding - basic and diluted
|
16,000,000
|
|
|
8,160,000
|
|
|
10,773,333
|
|
|
8,160,000
|
|
||||
|
|
|
|
|
|
|
|
||||||||
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
|
|
(in millions)
|
Print
|
|
Publishing
|
|
Packaging
|
|
Facility Solutions
|
|
Corporate & Other
|
|
Total
|
||||||||||||
Balance at December 31, 2013
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
26.4
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
26.4
|
|
Additions to goodwill
|
—
|
|
|
—
|
|
|
22.7
|
|
|
1.9
|
|
|
4.1
|
|
|
28.7
|
|
||||||
Balance at September 30, 2014
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
49.1
|
|
|
$
|
1.9
|
|
|
$
|
4.1
|
|
|
$
|
55.1
|
|
|
|
|
September 30, 2014
|
|
December 31, 2013
|
||||||||||||||||||||
(in millions)
|
Estimated Useful Lives (in years)
|
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
|
Net
|
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
|
Net
|
||||||||||||
Customer relationships
|
1 — 12
|
|
$
|
53.8
|
|
|
$
|
23.0
|
|
|
$
|
30.8
|
|
|
$
|
30.7
|
|
|
$
|
21.5
|
|
|
$
|
9.2
|
|
Trademarks/Trade names
|
1 — 11
|
|
4.1
|
|
|
0.6
|
|
|
3.5
|
|
|
0.2
|
|
|
0.1
|
|
|
0.1
|
|
||||||
Non-compete agreements
|
1
|
|
2.9
|
|
|
0.7
|
|
|
2.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Total
|
|
|
$
|
60.8
|
|
|
$
|
24.3
|
|
|
$
|
36.5
|
|
|
$
|
30.9
|
|
|
$
|
21.6
|
|
|
$
|
9.3
|
|
Year-Ended
|
|
Total
|
||
2014
(1)
|
|
$
|
2.1
|
|
2015
|
|
6.2
|
|
|
2016
|
|
4.1
|
|
|
2017
|
|
4.1
|
|
|
2018
|
|
4.1
|
|
(in millions)
|
September 30,
|
|
December 31,
|
||||
2014
|
|
2013
|
|||||
Rebates receivable
|
$
|
50.8
|
|
|
$
|
18.4
|
|
Prepaid expenses
|
32.0
|
|
|
5.6
|
|
||
Other
|
19.8
|
|
|
2.3
|
|
||
Other current assets
|
$
|
102.6
|
|
|
$
|
26.3
|
|
(in millions)
|
September 30,
|
|
December 31,
|
||||
2014
|
|
2013
|
|||||
Land, buildings and improvements
|
$
|
132.0
|
|
|
$
|
143.8
|
|
Machinery and equipment
|
109.9
|
|
|
72.5
|
|
||
Equipment capital leases and assets related to financing obligations with related party
|
229.3
|
|
|
—
|
|
||
Internally developed software
|
104.3
|
|
|
84.5
|
|
||
Other
|
14.9
|
|
|
4.9
|
|
||
Less: Accumulated depreciation
|
(211.2
|
)
|
|
(198.6
|
)
|
||
Property and equipment, net
|
$
|
379.2
|
|
|
$
|
107.1
|
|
(in millions)
|
September 30,
|
|
December 31,
|
||||
2014
|
|
2013
|
|||||
Deferred financing costs
|
$
|
21.2
|
|
|
$
|
—
|
|
Investments in real estate joint ventures
|
5.7
|
|
|
—
|
|
||
Below market leasehold agreements
|
6.2
|
|
|
—
|
|
||
Other
|
13.1
|
|
|
9.4
|
|
||
Other non-current assets
|
$
|
46.2
|
|
|
$
|
9.4
|
|
(in millions)
|
September 30,
|
|
December 31,
|
||||
2014
|
|
2013
|
|||||
Accrued payroll and related taxes
|
$
|
32.7
|
|
|
$
|
11.2
|
|
Accrued commissions
|
36.6
|
|
|
25.9
|
|
||
Other
|
39.7
|
|
|
17.8
|
|
||
Accrued payroll and benefits
|
$
|
109.0
|
|
|
$
|
54.9
|
|
(in millions)
|
September 30,
|
|
December 31,
|
||||
2014
|
|
2013
|
|||||
Accrued taxes
|
$
|
15.5
|
|
|
$
|
6.4
|
|
Accrued customer incentives
|
22.6
|
|
|
12.8
|
|
||
Accrued freight
|
9.7
|
|
|
2.4
|
|
||
Accrued professional fees
|
5.2
|
|
|
—
|
|
||
Customer deposits
|
4.4
|
|
|
—
|
|
||
Accrued interest
|
2.3
|
|
|
—
|
|
||
Other
|
34.6
|
|
|
14.9
|
|
||
Other accrued liabilities
|
$
|
94.3
|
|
|
$
|
36.5
|
|
(in millions)
|
September 30,
|
|
December 31,
|
||||
2014
|
|
2013
|
|||||
Contingent liability associated with Tax Receivable Agreement
|
$
|
60.9
|
|
|
$
|
—
|
|
Deferred compensation
|
24.5
|
|
|
—
|
|
||
Above market leasehold agreements
|
7.5
|
|
|
—
|
|
||
Asset retirement obligations
|
6.5
|
|
|
—
|
|
||
Other
|
13.6
|
|
|
12.5
|
|
||
Other non-current liabilities
|
$
|
113.0
|
|
|
$
|
12.5
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended
September 30, |
||||||||||||
(in millions)
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
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
|
|
||||
Effective income tax rate
|
42.6
|
%
|
|
42.9
|
%
|
|
45.5
|
%
|
|
50.0
|
%
|
(in millions)
|
September 30, 2014
|
||
ABL Facility
(1)
|
$
|
796.9
|
|
Equipment capital lease obligations
|
9.7
|
|
|
Less: current portion of long-term debt
|
(3.3
|
)
|
|
Long-term debt, net
|
$
|
803.3
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
(in millions)
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Total stock-based compensation expense
|
$
|
—
|
|
|
$
|
4.0
|
|
|
$
|
4.3
|
|
|
$
|
11.8
|
|
Income tax benefit related to stock-based compensation
|
$
|
—
|
|
|
$
|
3.8
|
|
|
$
|
1.3
|
|
|
$
|
4.7
|
|
(in millions)
|
Three Months Ended September 30, 2014
|
||
Service cost
|
$
|
0.4
|
|
Interest cost
|
1.8
|
|
|
Expected return on plan assets
|
(2.5
|
)
|
|
Net periodic pension credit
|
$
|
(0.3
|
)
|
•
|
Assets contributed to the multiemployer plans by one employer may be used to provide benefits to employees of other participating employers,
|
•
|
If a participating employer ceases contributing to the plan, the unfunded obligations of the plan may be inherited by the remaining participating employers, and
|
•
|
If the Company stops participating in any of the multiemployer plans, the Company may be required to pay those plans an amount based on the underfunded status of the plan, referred to as a withdrawal liability.
|
(in millions)
|
2014
(1)
|
|
2015
|
|
2016
|
|
2017
|
|
2018
|
|
Thereafter
|
||||||||||||
Lease obligations
|
$
|
23.6
|
|
|
$
|
79.5
|
|
|
$
|
66.2
|
|
|
$
|
55.2
|
|
|
$
|
46.2
|
|
|
$
|
95.1
|
|
Sublease income
|
(0.1
|
)
|
|
(0.3
|
)
|
|
(0.2
|
)
|
|
(0.1
|
)
|
|
(0.1
|
)
|
|
—
|
|
||||||
Total
|
$
|
23.5
|
|
|
$
|
79.2
|
|
|
$
|
66.0
|
|
|
$
|
55.1
|
|
|
$
|
46.1
|
|
|
$
|
95.1
|
|
(in millions)
|
2014
(1)
|
|
2015
|
|
2016
|
|
2017
|
|
2018
|
|
Thereafter
|
||||||||||||
Above market agreements
|
$
|
(0.5
|
)
|
|
$
|
(1.9
|
)
|
|
$
|
(1.5
|
)
|
|
$
|
(1.2
|
)
|
|
$
|
(1.0
|
)
|
|
$
|
(1.4
|
)
|
Below market agreements
|
0.2
|
|
|
0.6
|
|
|
0.5
|
|
|
0.4
|
|
|
0.4
|
|
|
4.1
|
|
||||||
Net amortization expense (accretion)
|
$
|
(0.3
|
)
|
|
$
|
(1.3
|
)
|
|
$
|
(1.0
|
)
|
|
$
|
(0.8
|
)
|
|
$
|
(0.6
|
)
|
|
$
|
2.7
|
|
(in millions)
|
Print
|
|
Publishing
|
|
Packaging
|
|
Facility Solutions
|
|
Corporate & Other
|
|
Total
|
||||||||||||
Three Months Ended September 30, 2014
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net sales
|
$
|
947.2
|
|
|
$
|
338.2
|
|
|
$
|
725.0
|
|
|
$
|
357.0
|
|
|
$
|
22.9
|
|
|
$
|
2,390.3
|
|
Adjusted EBITDA
|
$
|
20.5
|
|
|
$
|
9.2
|
|
|
$
|
53.0
|
|
|
$
|
15.5
|
|
|
$
|
(46.7
|
)
|
|
$
|
51.5
|
|
Depreciation and amortization
|
$
|
3.7
|
|
|
$
|
0.5
|
|
|
$
|
4.2
|
|
|
$
|
1.8
|
|
|
$
|
4.0
|
|
|
$
|
14.2
|
|
Restructuring charges
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
0.1
|
|
|
$
|
0.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Three Months Ended September 30, 2013
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net sales
|
$
|
613.2
|
|
|
$
|
215.0
|
|
|
$
|
404.5
|
|
|
$
|
210.1
|
|
|
$
|
—
|
|
|
$
|
1,442.8
|
|
Adjusted EBITDA
|
$
|
14.8
|
|
|
$
|
5.0
|
|
|
$
|
32.1
|
|
|
$
|
5.3
|
|
|
$
|
(30.0
|
)
|
|
$
|
27.2
|
|
Depreciation and amortization
|
$
|
1.0
|
|
|
$
|
0.1
|
|
|
$
|
0.7
|
|
|
$
|
0.4
|
|
|
$
|
2.2
|
|
|
$
|
4.4
|
|
Restructuring charges
|
$
|
2.5
|
|
|
$
|
—
|
|
|
$
|
1.8
|
|
|
$
|
1.1
|
|
|
$
|
0.6
|
|
|
$
|
6.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Nine Months Ended September 30, 2014
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net sales
|
$
|
2,038.3
|
|
|
$
|
715.4
|
|
|
$
|
1,529.5
|
|
|
$
|
720.6
|
|
|
$
|
22.9
|
|
|
$
|
5,026.7
|
|
Adjusted EBITDA
|
$
|
38.1
|
|
|
$
|
16.6
|
|
|
$
|
104.4
|
|
|
$
|
18.4
|
|
|
$
|
(95.7
|
)
|
|
$
|
81.8
|
|
Depreciation and amortization
|
$
|
6.1
|
|
|
$
|
0.6
|
|
|
$
|
5.9
|
|
|
$
|
2.6
|
|
|
$
|
7.9
|
|
|
$
|
23.1
|
|
Restructuring charges (income)
|
$
|
(0.4
|
)
|
|
$
|
—
|
|
|
$
|
(0.2
|
)
|
|
$
|
(0.5
|
)
|
|
$
|
0.1
|
|
|
$
|
(1.0
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Nine Months Ended September 30, 2013
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net sales
|
$
|
1,812.5
|
|
|
$
|
596.8
|
|
|
$
|
1,189.4
|
|
|
$
|
635.4
|
|
|
$
|
—
|
|
|
$
|
4,234.1
|
|
Adjusted EBITDA
|
$
|
35.7
|
|
|
$
|
12.0
|
|
|
$
|
91.4
|
|
|
$
|
10.3
|
|
|
$
|
(89.6
|
)
|
|
$
|
59.8
|
|
Depreciation and amortization
|
$
|
3.3
|
|
|
$
|
0.2
|
|
|
$
|
2.2
|
|
|
$
|
1.2
|
|
|
$
|
5.9
|
|
|
$
|
12.8
|
|
Restructuring charges
|
$
|
12.9
|
|
|
$
|
1.1
|
|
|
$
|
9.0
|
|
|
$
|
5.7
|
|
|
$
|
1.7
|
|
|
$
|
30.4
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
(in millions)
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Income (loss) from continuing operations before income taxes
|
$
|
(24.4
|
)
|
|
$
|
9.1
|
|
|
$
|
(10.1
|
)
|
|
$
|
4.0
|
|
Interest expense
|
6.8
|
|
|
—
|
|
|
6.8
|
|
|
—
|
|
||||
Depreciation and amortization
|
14.2
|
|
|
4.4
|
|
|
23.1
|
|
|
12.8
|
|
||||
Restructuring charges (income)
|
0.1
|
|
|
6.0
|
|
|
(1.0
|
)
|
|
30.4
|
|
||||
Non-restructuring stock-based compensation
|
—
|
|
|
3.2
|
|
|
4.0
|
|
|
9.8
|
|
||||
LIFO (income) expense
|
(0.5
|
)
|
|
4.2
|
|
|
(0.8
|
)
|
|
1.9
|
|
||||
Non-restructuring severance charges
|
—
|
|
|
0.3
|
|
|
2.4
|
|
|
0.9
|
|
||||
Merger and integration expenses
|
54.8
|
|
|
—
|
|
|
56.9
|
|
|
—
|
|
||||
Other
|
0.5
|
|
|
—
|
|
|
0.5
|
|
|
—
|
|
||||
Total Adjusted EBITDA
|
$
|
51.5
|
|
|
$
|
27.2
|
|
|
$
|
81.8
|
|
|
$
|
59.8
|
|
(in millions)
|
September 30, 2014
|
|
December 31, 2013
|
||||
Print
|
$
|
1,025.8
|
|
|
$
|
517.1
|
|
Publishing
|
207.0
|
|
|
77.2
|
|
||
Packaging
|
802.5
|
|
|
401.7
|
|
||
Facility Solutions
|
380.2
|
|
|
201.7
|
|
||
Corporate & Other
|
251.2
|
|
|
59.2
|
|
||
Total assets
|
$
|
2,666.7
|
|
|
$
|
1,256.9
|
|
•
|
Registration Rights Agreement:
The Registration Rights Agreement provides UWW Holdings, LLC with certain demand and piggyback registration rights. Under this Agreement, UWW Holdings, LLC is also entitled to transfer its Veritiv common stock to one or more of its affiliates or equity-holders and may exercise registration rights on behalf of such transferees if such transferees become a party to the Registration Rights Agreement. UWW Holdings, LLC, on behalf of the holders of shares of Veritiv’s common stock that are party to the Registration Rights Agreement, under certain circumstances and provided certain thresholds described in the Registration Rights Agreement are met, may make a written request to the Company for the registration of the offer and sale of all or part of the shares subject to such registration rights. If the Company registers the offer and sale of its common stock (other than pursuant to a demand registration or in connection with registration on Form S-4 and Form S-8 or any successor or similar forms, or relating solely to the sale of debt or convertible debt instruments) either on its behalf or on the behalf of other security holders, the holders of the registration rights under the Registration Rights Agreement are entitled to include their shares in such registration. The demand rights described will commence
180 days
after the Distribution Date. Veritiv is not required to effect more than
one
demand registration in any 150-day period or more than
two
demand
|
•
|
Tax Receivable Agreement:
The Tax Receivable Agreement sets forth the terms by which Veritiv generally will be obligated to pay UWW Holdings, LLC an amount equal to
85%
of the U.S. federal, state and Canadian income tax savings that Veritiv actually realizes as a result of the utilization of Unisource Worldwide, Inc.’s net operating losses attributable to taxable periods prior to the date of the Merger. For purposes of the Tax Receivable Agreement, Veritiv’s income tax savings will generally be computed by comparing Veritiv’s actual aggregate U.S. federal, state and Canadian income tax liability for taxable periods (or portions thereof) beginning after the date of the Merger to the amount of Veritiv’s aggregate U.S. federal, state and Canadian income tax liability for the same periods had Veritiv not been able to utilize Unisource Worldwide, Inc.’s net operating losses attributable to taxable periods prior to the date of the Merger. Veritiv will pay to UWW Holdings, LLC an amount equal to
85%
of such tax savings, plus interest at a rate of LIBOR plus
1.00%
, computed from the earlier of the date that Veritiv filed its U.S. federal income tax return for the applicable taxable year and the date that such tax return was due (without extensions) until payments are made. Under the Tax Receivable Agreement, UWW Holdings, LLC will not be required to reimburse Veritiv for any payments previously made if such tax benefits are subsequently disallowed or adjusted (although future payments under the Tax Receivable Agreement would be adjusted to the extent possible to reflect the result of such disallowance or adjustment). The Tax Receivable Agreement will be binding on and adapt to the benefit of any permitted assignees of UWW Holdings, LLC and to any successors to any of the parties of the Tax Receivable Agreement to the same extent as if such permitted assignee or successor had been an original party to the Tax Receivable Agreement.
|
|
Three Months Ended
September 30, |
|
For the Nine Months
Ended September 30, |
||||||||||||
(in millions)
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Intercompany sales and purchases, net
|
$
|
—
|
|
|
$
|
157.7
|
|
|
$
|
255.4
|
|
|
$
|
431.6
|
|
Cash pooling and general financing activities
|
—
|
|
|
(165.7
|
)
|
|
(322.5
|
)
|
|
(503.2
|
)
|
||||
Corporate allocations including income taxes
|
—
|
|
|
27.6
|
|
|
34.7
|
|
|
65.1
|
|
||||
Net adjustments in conjunction with the Spin-off
|
(50.2
|
)
|
|
—
|
|
|
(50.2
|
)
|
|
—
|
|
||||
Total net transfers (to) from International Paper
|
$
|
(50.2
|
)
|
|
$
|
19.6
|
|
|
$
|
(82.6
|
)
|
|
$
|
(6.5
|
)
|
|
As of December 31, 2013
|
||||||||||
(in millions)
|
As
|
|
Adjustments
|
|
As
|
||||||
Reported
|
|
|
Restated
|
||||||||
Deferred income tax assets
|
$
|
55.3
|
|
|
$
|
(55.3
|
)
|
|
$
|
—
|
|
Total current assets
|
1,137.3
|
|
|
(55.3
|
)
|
|
1,082.0
|
|
|||
Total assets
|
1,312.2
|
|
|
(55.3
|
)
|
|
1,256.9
|
|
|||
Deferred income tax liabilities
|
—
|
|
|
13.5
|
|
|
13.5
|
|
|||
Total current liabilities
|
451.3
|
|
|
13.5
|
|
|
464.8
|
|
|||
Total liabilities
|
463.8
|
|
|
13.5
|
|
|
477.3
|
|
|||
Parent company investment
|
853.1
|
|
|
(68.8
|
)
|
|
784.3
|
|
|||
Total equity
|
848.4
|
|
|
(68.8
|
)
|
|
779.6
|
|
|||
Total liabilities and equity
|
1,312.2
|
|
|
(55.3
|
)
|
|
1,256.9
|
|
|
Nine Months Ended September 30, 2013
|
||||||||||
(in millions)
|
As
|
|
Adjustments
|
|
As
|
||||||
Reported
|
|
|
Restated
|
||||||||
Deferred income tax provision
|
$
|
4.2
|
|
|
$
|
(0.7
|
)
|
|
$
|
3.5
|
|
Cash provided by operating activities - continuing operations
|
12.7
|
|
|
(0.7
|
)
|
|
12.0
|
|
|||
Cash provided by operating activities
|
12.6
|
|
|
(0.7
|
)
|
|
11.9
|
|
|||
|
|
|
|
|
|
||||||
Net transfers to Parent
|
(17.6
|
)
|
|
0.7
|
|
|
(16.9
|
)
|
|||
Cash used for financing activities - continuing operations
|
(26.7
|
)
|
|
0.7
|
|
|
(26.0
|
)
|
|||
Cash used for financing activities
|
(28.6
|
)
|
|
0.7
|
|
|
(27.9
|
)
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
(in millions)
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Net income (loss)
|
$
|
(14.0
|
)
|
|
$
|
5.1
|
|
|
$
|
(5.6
|
)
|
|
$
|
2.0
|
|
Interest expense
|
6.8
|
|
|
—
|
|
|
6.8
|
|
|
—
|
|
||||
Income tax (benefit) expense
|
(10.4
|
)
|
|
3.9
|
|
|
(4.6
|
)
|
|
2.0
|
|
||||
Depreciation and amortization
|
14.2
|
|
|
4.4
|
|
|
23.1
|
|
|
12.8
|
|
||||
EBITDA
|
$
|
(3.4
|
)
|
|
$
|
13.4
|
|
|
$
|
19.7
|
|
|
$
|
16.8
|
|
Restructuring charges (income)
|
0.1
|
|
|
6.0
|
|
|
(1.0
|
)
|
|
30.4
|
|
||||
Non-restructuring stock-based compensation
|
—
|
|
|
3.2
|
|
|
4.0
|
|
|
9.8
|
|
||||
LIFO (income) expense
|
(0.5
|
)
|
|
4.2
|
|
|
(0.8
|
)
|
|
1.9
|
|
||||
Non-restructuring severance charges
|
—
|
|
|
0.3
|
|
|
2.4
|
|
|
0.9
|
|
||||
Merger and integration expenses
|
54.8
|
|
|
—
|
|
|
56.9
|
|
|
—
|
|
||||
Other
|
0.5
|
|
|
—
|
|
|
0.5
|
|
|
—
|
|
||||
Loss from discontinued operations, net of income taxes
|
—
|
|
|
0.1
|
|
|
0.1
|
|
|
—
|
|
||||
Adjusted EBITDA
|
$
|
51.5
|
|
|
$
|
27.2
|
|
|
$
|
81.8
|
|
|
$
|
59.8
|
|
•
|
Does not reflect the Company’s income tax expenses or the cash requirements to pay its taxes; and
|
•
|
Although depreciation and amortization charges are non-cash charges, it does not reflect that the assets being depreciated and amortized will often have to be replaced in the future, and the foregoing metrics do not reflect any cash requirements for such replacements.
|
|
Three Months Ended September 30,
|
|
Increase (Decrease)
|
||||||||||||||
(in millions)
|
2014
|
%
|
|
2013
|
%
|
|
$
|
%
|
|||||||||
Net sales
|
$
|
2,390.3
|
|
100.0
|
%
|
|
$
|
1,442.8
|
|
100.0
|
%
|
|
$
|
947.5
|
|
65.7
|
%
|
Cost of products sold (exclusive of depreciation and amortization shown separately below)
|
1,987.1
|
|
83.1
|
%
|
|
1,214.1
|
|
84.1
|
%
|
|
773.0
|
|
63.7
|
%
|
|||
Distribution expenses
|
138.2
|
|
5.8
|
%
|
|
75.4
|
|
5.2
|
%
|
|
62.8
|
|
83.3
|
%
|
|||
Selling and administrative expenses
|
212.9
|
|
8.9
|
%
|
|
134.0
|
|
9.3
|
%
|
|
78.9
|
|
58.9
|
%
|
|||
Depreciation and amortization
|
14.2
|
|
0.6
|
%
|
|
4.4
|
|
0.3
|
%
|
|
9.8
|
|
222.7
|
%
|
|||
Merger and integration expenses
|
54.8
|
|
2.3
|
%
|
|
—
|
|
—
|
%
|
|
54.8
|
|
*
|
||||
Restructuring charges
|
0.1
|
|
—
|
%
|
|
6.0
|
|
0.4
|
%
|
|
(5.9
|
)
|
(98.3
|
)%
|
|||
Operating income (loss)
|
(17.0
|
)
|
(0.7
|
)%
|
|
8.9
|
|
0.6
|
%
|
|
(25.9
|
)
|
*
|
||||
Interest expense, net
|
6.8
|
|
0.3
|
%
|
|
—
|
|
—
|
%
|
|
6.8
|
|
*
|
||||
Other expense (income), net
|
0.6
|
|
—
|
%
|
|
(0.2
|
)
|
—
|
%
|
|
0.8
|
|
*
|
||||
Income (loss) from continuing operations before income taxes
|
(24.4
|
)
|
(1.0
|
)%
|
|
9.1
|
|
0.6
|
%
|
|
(33.5
|
)
|
*
|
||||
Income tax (benefit) expense
|
(10.4
|
)
|
(0.4
|
)%
|
|
3.9
|
|
0.3
|
%
|
|
(14.3
|
)
|
*
|
||||
Income (loss) from continuing operations
|
(14.0
|
)
|
(0.6
|
)%
|
|
5.2
|
|
0.4
|
%
|
|
(19.2
|
)
|
*
|
||||
Loss from discontinued operations, net of income taxes
|
—
|
|
—
|
%
|
|
(0.1
|
)
|
—
|
%
|
|
0.1
|
|
(100.0
|
)%
|
|||
Net income (loss)
|
$
|
(14.0
|
)
|
(0.6
|
)%
|
|
$
|
5.1
|
|
0.4
|
%
|
|
(19.1
|
)
|
*
|
|
Nine Months Ended September 30,
|
|
Increase (Decrease)
|
||||||||||||||
(in millions)
|
2014
|
%
|
|
2013
|
%
|
|
$
|
%
|
|||||||||
Net sales
|
$
|
5,026.7
|
|
100.0
|
%
|
|
$
|
4,234.1
|
|
100.0
|
%
|
|
$
|
792.6
|
|
18.7
|
%
|
Cost of products sold (exclusive of depreciation and amortization shown separately below)
|
4,192.2
|
|
83.4
|
%
|
|
3,545.5
|
|
83.7
|
%
|
|
646.7
|
|
18.2
|
%
|
|||
Distribution expenses
|
289.5
|
|
5.8
|
%
|
|
234.8
|
|
5.5
|
%
|
|
54.7
|
|
23.3
|
%
|
|||
Selling and administrative expenses
|
469.2
|
|
9.3
|
%
|
|
408.9
|
|
9.7
|
%
|
|
60.3
|
|
14.7
|
%
|
|||
Depreciation and amortization
|
23.1
|
|
0.5
|
%
|
|
12.8
|
|
0.3
|
%
|
|
10.3
|
|
80.5
|
%
|
|||
Merger and integration expenses
|
56.9
|
|
1.1
|
%
|
|
—
|
|
—
|
%
|
|
56.9
|
|
*
|
||||
Restructuring charges (income)
|
(1.0
|
)
|
—
|
%
|
|
30.4
|
|
0.7
|
%
|
|
(31.4
|
)
|
*
|
||||
Operating income (loss)
|
(3.2
|
)
|
(0.1
|
)%
|
|
1.7
|
|
—
|
%
|
|
(4.9
|
)
|
*
|
||||
Interest expense, net
|
6.8
|
|
0.1
|
%
|
|
—
|
|
—
|
%
|
|
6.8
|
|
*
|
||||
Other expense (income), net
|
0.1
|
|
—
|
%
|
|
(2.3
|
)
|
(0.1
|
)%
|
|
2.4
|
|
*
|
||||
Income (loss) from continuing operations before income taxes
|
(10.1
|
)
|
(0.2
|
)%
|
|
4.0
|
|
0.1
|
%
|
|
(14.1
|
)
|
*
|
||||
Income tax (benefit) expense
|
(4.6
|
)
|
(0.1
|
)%
|
|
2.0
|
|
—
|
%
|
|
(6.6
|
)
|
*
|
||||
Income (loss) from continuing operations
|
(5.5
|
)
|
(0.1
|
)%
|
|
2.0
|
|
—
|
%
|
|
(7.5
|
)
|
*
|
||||
Loss from discontinued operations, net of income taxes
|
(0.1
|
)
|
—
|
%
|
|
—
|
|
—
|
%
|
|
(0.1
|
)
|
*
|
||||
Net income (loss)
|
$
|
(5.6
|
)
|
(0.1
|
)%
|
|
$
|
2.0
|
|
—
|
%
|
|
(7.6
|
)
|
*
|
(in millions)
|
Print
|
|
Publishing
|
|
Packaging
|
|
Facility Solutions
|
|
Corporate & Other
|
|
Total
|
||||||||||||
Three Months Ended September 30, 2014
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net sales
|
$
|
947.2
|
|
|
$
|
338.2
|
|
|
$
|
725.0
|
|
|
$
|
357.0
|
|
|
$
|
22.9
|
|
|
$
|
2,390.3
|
|
Adjusted EBITDA
|
$
|
20.5
|
|
|
$
|
9.2
|
|
|
$
|
53.0
|
|
|
$
|
15.5
|
|
|
$
|
(46.7
|
)
|
|
$
|
51.5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Three Months Ended September 30, 2013
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net sales
|
$
|
613.2
|
|
|
$
|
215.0
|
|
|
$
|
404.5
|
|
|
$
|
210.1
|
|
|
$
|
—
|
|
|
$
|
1,442.8
|
|
Adjusted EBITDA
|
$
|
14.8
|
|
|
$
|
5.0
|
|
|
$
|
32.1
|
|
|
$
|
5.3
|
|
|
$
|
(30.0
|
)
|
|
$
|
27.2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Nine Months Ended September 30, 2014
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net sales
|
$
|
2,038.3
|
|
|
$
|
715.4
|
|
|
$
|
1,529.5
|
|
|
$
|
720.6
|
|
|
$
|
22.9
|
|
|
$
|
5,026.7
|
|
Adjusted EBITDA
|
$
|
38.1
|
|
|
$
|
16.6
|
|
|
$
|
104.4
|
|
|
$
|
18.4
|
|
|
$
|
(95.7
|
)
|
|
$
|
81.8
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Nine Months Ended September 30, 2013
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net sales
|
$
|
1,812.5
|
|
|
$
|
596.8
|
|
|
$
|
1,189.4
|
|
|
$
|
635.4
|
|
|
$
|
—
|
|
|
$
|
4,234.1
|
|
Adjusted EBITDA
|
$
|
35.7
|
|
|
$
|
12.0
|
|
|
$
|
91.4
|
|
|
$
|
10.3
|
|
|
$
|
(89.6
|
)
|
|
$
|
59.8
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||||||||
(in millions)
|
2014
|
|
2013
|
|
Increase (Decrease) %
|
|
2014
|
|
2013
|
|
Increase (Decrease) %
|
||||||||||
Net sales
|
$
|
947.2
|
|
|
$
|
613.2
|
|
|
54.5
|
%
|
|
$
|
2,038.3
|
|
|
$
|
1,812.5
|
|
|
12.5
|
%
|
Adjusted EBITDA
|
$
|
20.5
|
|
|
$
|
14.8
|
|
|
38.5
|
%
|
|
$
|
38.1
|
|
|
$
|
35.7
|
|
|
6.7
|
%
|
Adjusted EBITDA as a % of net sales
|
2.2
|
%
|
|
2.4
|
%
|
|
|
|
1.9
|
%
|
|
2.0
|
%
|
|
|
|
Comparison of the
Nine Months Ended September 30, 2014
and
September 30, 2013
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||||||||
(in millions)
|
2014
|
|
2013
|
|
Increase (Decrease) %
|
|
2014
|
|
2013
|
|
Increase (Decrease) %
|
||||||||||
Net sales
|
$
|
338.2
|
|
|
$
|
215.0
|
|
|
57.3
|
%
|
|
$
|
715.4
|
|
|
$
|
596.8
|
|
|
19.9
|
%
|
Adjusted EBITDA
|
$
|
9.2
|
|
|
$
|
5.0
|
|
|
84.0
|
%
|
|
$
|
16.6
|
|
|
$
|
12.0
|
|
|
38.3
|
%
|
Adjusted EBITDA as a % of net sales
|
2.7
|
%
|
|
2.3
|
%
|
|
|
|
2.3
|
%
|
|
2.0
|
%
|
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||||||||
(in millions)
|
2014
|
|
2013
|
|
Increase (Decrease) %
|
|
2014
|
|
2013
|
|
Increase (Decrease) %
|
||||||||||
Net sales
|
$
|
725.0
|
|
|
$
|
404.5
|
|
|
79.2
|
%
|
|
$
|
1,529.5
|
|
|
$
|
1,189.4
|
|
|
28.6
|
%
|
Adjusted EBITDA
|
$
|
53.0
|
|
|
$
|
32.1
|
|
|
65.1
|
%
|
|
$
|
104.4
|
|
|
$
|
91.4
|
|
|
14.2
|
%
|
Adjusted EBITDA as a % of net sales
|
7.3
|
%
|
|
7.9
|
%
|
|
|
|
6.8
|
%
|
|
7.7
|
%
|
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||||||||
(in millions)
|
2014
|
|
2013
|
|
Increase (Decrease) %
|
|
2014
|
|
2013
|
|
Increase (Decrease) %
|
||||||||||
Net sales
|
$
|
357.0
|
|
|
$
|
210.1
|
|
|
69.9
|
%
|
|
$
|
720.6
|
|
|
$
|
635.4
|
|
|
13.4
|
%
|
Adjusted EBITDA
|
$
|
15.5
|
|
|
$
|
5.3
|
|
|
192.5
|
%
|
|
$
|
18.4
|
|
|
$
|
10.3
|
|
|
78.6
|
%
|
Adjusted EBITDA as a % of net sales
|
4.3
|
%
|
|
2.5
|
%
|
|
|
|
2.6
|
%
|
|
1.6
|
%
|
|
|
|
Nine Months Ended
September 30, |
||||||
(in millions)
|
2014
|
|
2013
|
||||
Net cash provided by (used for):
|
|
|
|
||||
Operating activities
|
$
|
28.5
|
|
|
$
|
11.9
|
|
Investing activities
|
36.4
|
|
|
12.6
|
|
||
Financing activities
|
(10.8
|
)
|
|
(27.9
|
)
|
(in millions)
|
Remainder of 2014
|
|
2015
|
|
2016
|
|
2017
|
|
2018
|
|
Thereafter
|
||||||||||||
Equipment capital lease obligations
(1)
|
$
|
1.2
|
|
|
$
|
3.8
|
|
|
$
|
3.0
|
|
|
$
|
2.6
|
|
|
$
|
0.5
|
|
|
$
|
0.3
|
|
Financing obligations to related party
(1,2)
|
4.0
|
|
|
16.0
|
|
|
16.2
|
|
|
16.4
|
|
|
8.2
|
|
|
—
|
|
||||||
Operating lease obligations
(3)
|
23.5
|
|
|
79.2
|
|
|
66.0
|
|
|
55.1
|
|
|
46.1
|
|
|
95.1
|
|
||||||
ABL Facility
(4)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
796.9
|
|
||||||
Employment benefit liabilities
|
1.1
|
|
|
3.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Deferred compensation
(5)
|
1.0
|
|
|
2.7
|
|
|
2.7
|
|
|
2.5
|
|
|
2.4
|
|
|
20.2
|
|
||||||
Total
|
$
|
30.8
|
|
|
$
|
104.9
|
|
|
$
|
87.9
|
|
|
$
|
76.6
|
|
|
$
|
57.2
|
|
|
$
|
912.5
|
|
|
|
|
VERITIV CORPORATION
|
|
|
|
(Registrant)
|
|
|
|
|
Date:
|
November 14, 2014
|
|
By: /s/ Stephen J. Smith
|
|
|
|
Name: Stephen J. Smith
|
|
|
|
Title: Senior Vice President and Chief Financial Officer
|
|
|
|
(Principal Financial Officer)
|
|
|
|
|
Date:
|
November 14, 2014
|
|
By: /s/ W. Forrest Bell
|
|
|
|
Name: W. Forrest Bell
|
|
|
|
Title: Chief Accounting Officer
|
|
|
|
(Principal Accounting Officer)
|
Exhibit
Number
|
|
Description
|
2.1
|
|
Agreement and Plan of Merger, dated as of January 28, 2014, by and among International Paper Company, Veritiv Corporation (f/k/a/ xpedx Holding Company), xpedx Intermediate, LLC, xpedx, LLC, UWW Holdings, LLC, UWW Holdings, Inc. and Unisource Worldwide, Inc., incorporated by reference from Exhibit 2.1 to the Registrant’s Registration Statement on Form S-1 (File No. 333-193950) filed on April 4, 2014.
|
|
|
|
2.2
|
|
Amendment No. 1 to the Agreement and Plan of Merger, dated as of May 28, 2014, by and among International Paper Company, Veritiv Corporation (f/k/a xpedx Holding Company), xpedx Intermediate, LLC, xpedx, LLC, UWW Holdings, LLC, UWW Holdings, Inc. and Unisource Worldwide, Inc., incorporated by reference from Exhibit 2.2 to the Registrant’s Registration Statement on Form S-1 (File No. 333-193950) filed on June 5, 2014.
|
|
|
|
2.3
|
|
Amendment No. 2 to the Agreement and Plan of Merger, dated as of June 4, 2014, by and among International Paper Company, Veritiv Corporation (f/k/a) xpedx Holding Company), xpedx Intermediate, LLC, xpedx, LLC, UWW Holdings, LLC, UWW Holdings, Inc. and Unisource Worldwide, Inc., incorporated by reference from Exhibit 2.3 to the Registrant’s Registration Statement on Form S-1 (File No. 333-193950) filed on June 5, 2014.
|
|
|
|
2.4
|
|
Contribution and Distribution Agreement, dated as of January 28, 2014, by and among International Paper Company, Veritiv Corporation (f/k/a/ xpedx Holding Company), UWW Holdings, Inc. and UWW Holdings, LLC, incorporated by reference from Exhibit 2.4 to the Registrant’s Registration Statement on Form S-1 (File No. 333-193950) filed on April 4, 2014.
|
|
|
|
2.5
|
|
Amendment No. 1 to the Contribution and Distribution Agreement, dated May 28, 2014, by and among International Paper Company, Veritiv Corporation (f/k/a xpedx Holding Company), UWW Holdings, Inc. and UWW Holdings, LLC, incorporated by reference from Exhibit 2.5 to the Registrant’s Registration Statement on Form S-1 (File No. 333-193950) filed on June 5, 2014.
|
|
|
|
3.1
|
|
Amended and Restated Certificate of Incorporation of Veritiv Corporation, incorporated by reference from Exhibit 3.1 to the Registrant's Current Report on Form 8-K filed on July 3, 2014.
|
|
|
|
3.2
|
|
Amended and Restated Bylaws of Veritiv Corporation, incorporated by reference from Exhibit 3.2 to the Registrant's Current Report on Form 8-K filed on July 3, 2014.
|
|
|
|
10.1
|
|
Credit Agreement, dated as of July 1, 2014, among Veritiv Corporation, xpedx Intermediate, LLC and xpedx, LLC, as borrowers, the several lenders and financial institutions from time to time parties thereto, Bank of America, N.A., as administrative agent and collateral agent for the lenders party thereto, and the other parties thereto, together with the ABL Joinder Agreement, dated as of July 1, 2014, made by Unisource Worldwide, Inc. and Unisource Canada, Inc. for the benefit of the Lenders under the Credit Agreement, incorporated by reference from Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed on July 3, 2014.
|
|
|
|
10.2
|
|
U.S. Guarantee and Collateral Agreement, dated as of July 1, 2014, made by xpedx Intermediate, LLC, xpedx, LLC, the Subsidiary Borrowers and the U.S. Guarantors parties thereto and Veritiv Corporation, in favor of Bank of America, N.A., as administrative agent and collateral agent for the Secured Parties (as defined therein), together with the Assumption and Supplemental Agreement, dated as of July 1, 2014, made by Veritiv Corporation, Alco Realty, Inc., Graph Comm Holdings International, Inc., Graphic Communications Holdings, Inc., Paper Corporation of North America, Unisource International Holdings, Inc., Unisource International Holdings Poland, Inc., and Unisource Worldwide, Inc., in favor of Bank of America, N.A., as collateral agent and as administrative agent, incorporated by reference from Exhibit 10.2 to the Registrant's Current Report on Form 8-K filed on July 3, 2014.
|
|
|
|
10.3
|
|
Canadian Guarantee and Collateral Agreement, dated as of July 1, 2014, made by Unisource Canada, Inc. and the Canadian Guarantors parties thereto, in favour of Bank of America, N.A., as administrative agent and collateral agent for the Secured Parties (as defined therein), incorporated by reference from Exhibit 10.3 to the Registrant's Current Report on Form 8-K filed on July 3, 2014.
|
|
|
|
10.4
|
|
Registration Rights Agreement, dated as of July 1, 2014, between UWW Holdings, LLC and Veritiv Corporation, incorporated by reference from Exhibit 10.4 to the Registrant's Current Report on Form 8-K filed on July 3, 2014.
|
|
|
|
10.5
|
|
Tax Receivable Agreement, dated as of July 1, 2014, by and among Veritiv Corporation and UWW Holdings, LLC, incorporated by reference from Exhibit 10.5 to the Registrant's Current Report on Form 8-K filed on July 3, 2014.
|
|
|
|
10.6
|
|
Transition Services Agreement, dated as of July 1, 2014, by and between International Paper Company and Veritiv Corporation, incorporated by reference from Exhibit 10.6 to the Registrant's Current Report on Form 8-K filed on July 3, 2014.
|
|
|
|
10.7
|
|
Employee Matters Agreement, dated as of January 28, 2014, by and between International Paper Company, Veritiv Corporation (f/k/a/ xpedx Holding Company) and UWW Holdings, Inc., incorporated by reference from Exhibit 10.2 to the Registrant’s Registration Statement on Form S-1 (File No. 333-193950) filed on February 14, 2014.
|
|
|
|
10.8
|
|
Amendment to Employee Matters Agreement, dated as of June 2, 2014, by and between International Paper Company, Veritiv Corporation (f/k/a xpedx Holding Company) and UWW Holdings, Inc. , incorporated by reference from Exhibit 10.14 to the Registrant’s Registration Statement on Form S-1 (File No. 333-193950) filed on June 5, 2014.
|
|
|
|
10.9
|
|
Tax Matters Agreement, dated as of January 28, 2014, by and among International Paper Company, Veritiv Corporation (f/k/a/ xpedx Holding Company) and UWW Holdings, Inc., incorporated by reference from Exhibit 10.5 to the Registrant’s Registration Statement on Form S-1 (File No. 333-193950) filed on February 14, 2014.
|
|
|
|
10.10
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Separation Agreement, dated as of June 30, 2014, between UWW Holdings, Inc. and Allan R. Dragone, incorporated by reference from Exhibit 10.7 to the Registrant's Current Report on Form 8-K filed on July 3, 2014.
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10.11
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Employment Agreement, dated as of January 28, 2014, between Veritiv Corporation (f/k/a xpedx Holding Company) and Mary A. Laschinger, incorporated by reference from Exhibit 10.9 to the Registrant’s Registration Statement on Form S-1 (File No. 333-193950) filed on February 14, 2014.
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10.12
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Offer Letter, dated as of February 13, 2014, between Veritiv Corporation (f/k/a xpedx Holding Company) and Stephen J. Smith, incorporated by reference from Exhibit 10.12 to the Registrant's Form 10-Q filed on August 14, 2014.
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10.13
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Form of Indemnification Agreement between Veritiv Corporation (f/k/a xpedx Holding Company) and each of its directors, incorporated by reference from Exhibit 10.10 to the Registrant’s Registration Statement on Form S-1 (File No. 333-193950) filed on June 11, 2014.
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10.14
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Veritiv Corporation 2014 Omnibus Incentive Plan, incorporated by reference from Exhibit 10.8 to the Registrant's Current Report on Form 8-K filed on July 3, 2014.
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10.15
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2014 Short-Year Veritiv Incentive Plan adopted effective as of August 8, 2014, incorporated by reference from Exhibit 10.15 to the Registrant's Form 10-Q filed on August 14, 2014.
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10.16
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Form of Notice of 2014 Long-Term Transition Incentive Award, incorporated by reference from Exhibit 10.16 to the Registrant's Form 10-Q filed on August 14, 2014.
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10.17
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Form of Notice of 2014-15 Long-Term Transition Incentive Award, incorporated by reference from Exhibit 10.17 to the Registrant's Form 10-Q filed on August 14, 2014.
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10.18
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Form of Notice of 2014-15-16 Long-Term Transition Incentive Award, incorporated by reference from Exhibit 10.18 to the Registrant's Form 10-Q filed on August 14, 2014.
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10.19
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Terms and Conditions of Long-Term Transition Incentive Award Opportunities, incorporated by reference from Exhibit 10.19 to the Registrant's Form 10-Q filed on August 14, 2014.
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10.20*
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Veritiv Corporation Deferred Compensation Savings Plan.
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31.1*
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Rule 13a-14(a) Certification of the Chief Executive Officer.
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31.2*
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Rule 13a-14(a) Certification of the Chief Financial Officer.
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32.1*
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Section 1350 Certification of the Chief Executive Officer.
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32.2*
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Section 1350 Certification of the Chief Financial Officer.
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1.
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I have reviewed this Quarterly Report on Form 10-Q of Veritiv Corporation;
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e))for the registrant and have:
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a)
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designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; and
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b)
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evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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c)
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disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.
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The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
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a)
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all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
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b)
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any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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Date:
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November 14, 2014
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/s/ Mary A. Laschinger
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Mary A. Laschinger
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Chairman and Chief Executive Officer
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1.
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I have reviewed this Quarterly Report on Form 10-Q of Veritiv Corporation;
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e))for the registrant and have:
|
|
|
|
|
|
a)
|
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; and
|
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|
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b)
|
evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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c)
|
disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.
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The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
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a)
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
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b)
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any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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Date:
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November 14, 2014
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/s/ Stephen J. Smith
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Stephen J. Smith
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Senior Vice President and Chief Financial Officer
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(1)
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The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
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(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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/s/ Mary A. Laschinger
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Mary A. Laschinger
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Chairman and Chief Executive Officer
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November 14, 2014
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(1)
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The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
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(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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/s/ Stephen J. Smith
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Stephen J. Smith
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Senior Vice President and Chief Financial Officer
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November 14, 2014
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