Delaware
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46-3234977
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(State or other jurisdiction of incorporation or organization)
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(I.R.S Employer Identification Number)
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6600 Governors Lake Parkway
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Norcross, Georgia
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30071
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(Address of principal executive offices)
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(Zip code)
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Registrant's telephone number, including area code: (770) 447-9000
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
|
Name of each exchange on which registered
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Common stock, $0.01 par value
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New York Stock Exchange
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Securities registered pursuant to Section 12(g) of the Act: None
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Large accelerated filer
|
¨
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Accelerated filer
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¨
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Non-accelerated filer
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x
(Do not check if a smaller reporting company)
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Smaller reporting company
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¨
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Page
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Part I
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Item 1.
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Item 1A.
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Item 1B.
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Item 2.
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Item 3.
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Item 4.
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Part II
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Item 5.
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Item 6.
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Item 7.
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Item 7A.
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Item 8.
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Item 9.
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Item 9A.
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Item 9B.
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Part III
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Item 10.
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Item 11.
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Item 12.
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Item 13.
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Item 14.
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Part IV
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Item 15.
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•
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The Veritiv Consolidated and Combined Statements of Operations, Statements of Comprehensive Income (Loss), Statements of Cash Flows and Statements of Shareholders' Equity and Notes thereto presented in this report for the year ended December 31, 2014 include the legacy xpedx business for the full twelve months presented and the legacy Unisource results from July 1, 2014.
The Veritiv Combined Statements of Operations, Statements of Comprehensive Income (Loss), Statements of Cash Flows and Statements of Shareholders' Equity and Notes thereto presented in this report for the years ended December 31, 2013 and 2012 reflect the results of the legacy xpedx business only.
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•
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The Veritiv Consolidated Balance Sheet and Notes thereto presented in this report as of December 31, 2014 reflect the assets, liabilities and equity of the combined legacy xpedx and Unisource businesses. The Veritiv Combined Balance Sheet and Notes thereto presented in this report as of December 31, 2013 reflect the assets, liabilities and equity of the legacy xpedx business only.
|
•
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Print
– The Print segment sells and distributes commercial printing, writing, copying, digital, wide format and specialty paper products, graphics consumables and graphics equipment primarily in the U.S., Canada and Mexico. This segment also includes customized paper conversion services of commercial printing paper for distribution to document centers and form printers. Our broad geographic platform of operations coupled with the breadth of paper and graphics products, including our exclusive private brand offerings, provides a foundation to service national, regional and local customers across North America.
|
•
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Publishing
– The Publishing segment sells and distributes coated and uncoated commercial printing papers to publishers, retailers, converters, printers and specialty businesses for use in magazines, catalogs, books, directories, gaming, couponing, retail inserts and direct mail. This segment also provides print management, procurement and supply chain management solutions to simplify paper and print procurement processes for its customers.
|
•
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Packaging
– The Packaging segment provides standard as well as custom and comprehensive packaging solutions for customers based in North America and in key global markets. The business is strategically focused on higher growth industries including light industrial/general manufacturing, food manufacturing, fulfillment and internet retail, as well as niche verticals based on geographical and functional expertise. Veritiv’s packaging professionals create customer value through supply chain solutions, structural and graphic packaging design and engineering, automation, workflow and equipment services, and contract packaging, kitting and fulfillment.
|
•
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Facility Solutions
– The Facility Solutions segment sources and sells cleaning, break-room and other supplies such as towels, tissues, wipers and dispensers, can liners, commercial cleaning chemicals, soaps and sanitizers, sanitary maintenance supplies and equipment, safety and hazard supplies, and shampoos and amenities primarily in the U.S., Canada and Mexico. Veritiv is a leading distributor in the Facility Solutions segment. We offer a world class network of leading suppliers in all categories, total cost of ownership solutions with re-merchandising, budgeting
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•
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Coated and uncoated papers, coated board and cut size under the Endurance, uBrand, nordic+, Econosource, Comet, Starbrite Opaque Ultra, porcelianECO 30 and other brands,
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•
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Packaging products under the TUFflex brand, which include stretch film, carton sealing tape and other specialty tapes, and
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•
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Cleaning chemicals, skin care products, sanitary maintenance supplies and a wide range of facility supplies products under the Reliable and Spring Grove brands.
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•
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Print
– Industry sources estimate that there are hundreds of regional and local companies engaged in the marketing and distribution of paper and graphics products. While the Company believes there are few national distributors of paper and graphics products similar to Veritiv, several regional and local distributors have cooperated together to serve customers nationally. The Company’s customers also have the opportunity to purchase products directly from paper and graphics manufacturers. In addition, competitors also include regional and local specialty distributors, office supply and big box stores, independent brokers and large commercial printers that broker the sale of paper in connection with the sale of their printing services.
|
•
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Publishing
– The publishing market is serviced by printers, paper brokers and distributors. The Company’s customers also have the opportunity to purchase paper directly from paper manufacturers. The market consists primarily of magazine and book publishers, cataloguers, direct mailers and retail customers using catalog, insert and direct mail as a method of advertising. Veritiv’s brokerage companies, Bulkley Dunton and Graphic Communications, act in a consulting capacity in the selection of products as well as providing supply chain services and solutions.
|
•
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Packaging
– The packaging market is fragmented and consists of competition from national and regional packaging distributors, national and regional manufacturers of packaging materials, independent brokers and both catalog-based and online business-to-business suppliers. Veritiv believes there are few national packaging distributors with substrate neutral design capabilities similar to the Company’s capabilities.
|
•
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Facility Solutions
– There are few national but numerous regional and local distributors of facility supply solutions. Several groups of distributors have created strategic alliances among multiple distributors to provide broader geographic coverage for larger customers. Other key competitors include the business-to-business divisions of big box stores, purchasing group affiliates and both catalog-based and online business-to-business suppliers.
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Name
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Age
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Position
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Mary A. Laschinger
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54
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Chairman and Chief Executive Officer
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Stephen J. Smith
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51
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Senior Vice President and Chief Financial Officer
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Charles B. Henry
|
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50
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Senior Vice President Integration and Change Management
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Mark W. Hianik
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54
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Senior Vice President, General Counsel and Corporate Secretary
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Thomas S. Lazzaro
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51
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Senior Vice President Field Sales and Operations
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Joseph B. Myers
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49
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Senior Vice President Facility Solutions, Strategy and Commercial Excellence
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Barry R. Nelson
|
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50
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Senior Vice President Publishing and Print Management
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Elizabeth Patrick
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47
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Senior Vice President and Chief Human Resources Officer
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Neil A. Russell
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43
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Senior Vice President Corporate Affairs
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Darin W. Tang
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49
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Senior Vice President Packaging
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Daniel J. Watkoske
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46
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Senior Vice President Print
|
•
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limiting our ability to obtain additional debt or equity financing for working capital, capital expenditures, debt service requirements, acquisitions and general corporate or other purposes;
|
•
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increasing our cost of borrowing;
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•
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requiring that a substantial portion of our cash flows from operations be dedicated to payments on our indebtedness instead of other purposes, including operations, capital expenditures and future business opportunities;
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•
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making it more difficult for us to make payments on our indebtedness or satisfy other obligations;
|
•
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exposing us to risk of increased interest rates because our borrowings under the ABL Facility are at variable rates of interest;
|
•
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limiting our ability to make the expenditures necessary to complete the integration of xpedx’s business with Unisource’s business;
|
•
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limiting our ability to adjust to changing market conditions and placing us at a competitive disadvantage compared to our competitors that have less debt; and
|
•
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increasing our vulnerability to a downturn in general economic conditions or in our business, and making us unable to carry out capital spending that is important to our growth.
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•
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incur additional indebtedness or guaranties, or issue certain preferred shares;
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•
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pay dividends, redeem stock or make other distributions;
|
•
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repurchase, prepay or redeem subordinated indebtedness;
|
•
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make investments or acquisitions;
|
•
|
create liens;
|
•
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make negative pledges;
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•
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consolidate or merge with another company;
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•
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sell or otherwise dispose of all or substantially all of our assets;
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•
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enter into certain transactions with affiliates; and
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•
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change the nature of our business.
|
•
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the challenge of integrating the xpedx and Unisource businesses and carrying on the ongoing operations of each business;
|
•
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the challenge of integrating the business cultures of each company;
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•
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the challenge and cost of integrating the IT systems of each company; and
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•
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the potential difficulty in retaining key employees and sales personnel of xpedx and Unisource.
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•
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Prior to the Transactions, International Paper operated the xpedx business as part of its broader corporate organization. International Paper, or one of its affiliates, performed certain corporate functions for the xpedx business, including tax and treasury administration and certain governance functions, such as internal audit and
|
•
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The working capital and other capital required for the general corporate purposes of the xpedx business, including acquisitions and capital expenditures, historically have been satisfied as part of the company-wide cash management practices of International Paper. As a result of the Transactions, we need to generate our own funds to finance working capital or other cash requirements and may need to obtain additional financing from banks, either through public offerings or private placements of debt or equity securities or other arrangements.
|
•
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Other significant changes may occur in our cost structure, management, financing and business operations as a result of operating as a combined company.
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•
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cease, or permit certain of our wholly owned subsidiaries to cease, the active conduct of a business that was conducted immediately prior to the Spin-off or from holding certain assets held at the time of the Spin-off;
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•
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dissolve, liquidate, take any action that is a liquidation for U.S. federal income tax purposes, merge or consolidate with any other person (other than pursuant to the Mergers), or permit certain of our wholly owned subsidiaries from doing any of the foregoing; or
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•
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approve or allow an extraordinary contribution to us by our shareholders in exchange for stock, redeem or otherwise repurchase (directly or indirectly) any of our stock, or amend our certificate of incorporation or other organizational
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•
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actual or anticipated fluctuations in the operating results of our company due to factors related to our business;
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•
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success or failure of the strategy of our company;
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•
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the quarterly or annual earnings of our company, or those of other companies in our industry;
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•
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continued industry-wide decrease in demand for paper and related products;
|
•
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our ability to obtain third-party financing as needed;
|
•
|
announcements by us or our competitors of significant acquisitions or dispositions;
|
•
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the inability to issue equity securities or convertible debt securities during the two year period following the Distribution Date without jeopardizing the intended tax consequences of the Transactions;
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•
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restrictions on our ability to pay dividends under our ABL Facility;
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•
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changes in accounting standards, policies, guidance, interpretations or principles;
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•
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the operating and stock price performance of other comparable companies;
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•
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investor perception of our company;
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•
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natural or environmental disasters that investors believe may affect our company;
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•
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overall market fluctuations;
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•
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results from any material litigation or government investigation;
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•
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changes in laws and regulations affecting our company or any of the principal products sold by our company; and
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•
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general economic conditions and other external factors.
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•
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authorize the issuance of "blank check" preferred stock that could be issued by our board of directors to thwart a takeover attempt;
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•
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limit the ability of shareholders to remove directors;
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•
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provide that vacancies on our board of directors, including vacancies resulting from an enlargement of our board of directors, may be filled only by a majority vote of directors then in office;
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•
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prohibit shareholders from calling special meetings of shareholders unless called by the holders of not less than 20% of our outstanding shares of common stock;
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•
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prohibit shareholder action by written consent, unless initiated by the holders of not less than 20% of the outstanding shares of common stock;
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•
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establish advance notice requirements for nominations of candidates for election as directors or to bring other business before an annual meeting of our shareholders; and
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•
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require the approval of holders of at least a majority of the outstanding shares of our common stock to amend our amended and restated by-laws and certain provisions of our amended and restated certificate of incorporation.
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•
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Anixter International Inc.
|
•
|
Graphic Packaging Holding Company
|
•
|
Resolute Forest Products Inc.
|
•
|
Applied Industrial Technologies, Inc.
|
•
|
InnerWorkings Inc.
|
•
|
Rock-Tenn Company
|
•
|
Arrow Electronics, Inc.
|
•
|
International Paper
|
•
|
ScanSource, Inc.
|
•
|
Avery Dennison Corporation
|
•
|
Kaman Corporation
|
•
|
Sealed Air Corporation
|
•
|
Avnet, Inc.
|
•
|
KapStone Paper and Packaging Corporation
|
•
|
Sonoco Products Co.
|
•
|
Bemis Company, Inc.
|
•
|
MeadWestvaco Corporation
|
•
|
Staples, Inc.
|
•
|
Brady Corporation
|
•
|
MSC Industrial Direct Co. Inc.
|
•
|
United Stationers Inc.
|
•
|
Deluxe Corporation
|
•
|
Neenah Paper, Inc.
|
•
|
W.W. Grainger, Inc.
|
•
|
Domtar Corporation
|
•
|
Office Depot, Inc.
|
•
|
Wausau Paper Corporation
|
•
|
Ennis Inc.
|
•
|
Packaging Corporation of America
|
•
|
WESCO International Inc.
|
•
|
Fastenal Company
|
•
|
PH Glatfelter Co.
|
|
|
•
|
Genuine Parts Company
|
•
|
R.R. Donnelley & Sons Company
|
|
|
(in millions, except per share data)
|
As of and for the Year Ended December 31,
|
||||||||||||||||||
Statement of Operations Data
|
2014
(1)
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
||||||||||
Net sales
|
$
|
7,406.5
|
|
|
$
|
5,652.4
|
|
|
$
|
6,012.0
|
|
|
$
|
6,509.2
|
|
|
$
|
6,625.1
|
|
Cost of products sold
|
6,180.9
|
|
|
4,736.8
|
|
|
5,036.7
|
|
|
5,475.3
|
|
|
5,585.9
|
|
|||||
Distribution expenses
|
426.2
|
|
|
314.2
|
|
|
324.0
|
|
|
324.5
|
|
|
316.7
|
|
|||||
Selling and administrative expenses
|
689.1
|
|
|
548.2
|
|
|
580.6
|
|
|
598.7
|
|
|
635.8
|
|
|||||
Depreciation and amortization
|
37.6
|
|
|
17.1
|
|
|
14.0
|
|
|
15.6
|
|
|
14.7
|
|
|||||
Merger and integration expenses
|
75.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Restructuring charges
|
4.0
|
|
|
37.9
|
|
|
35.1
|
|
|
43.6
|
|
|
—
|
|
|||||
Operating income (loss)
|
(6.4
|
)
|
|
(1.8
|
)
|
|
21.6
|
|
|
51.5
|
|
|
72.0
|
|
|||||
Income tax expense (benefit)
|
(2.1
|
)
|
|
0.4
|
|
|
9.1
|
|
|
21.2
|
|
|
33.0
|
|
|||||
Income (loss) from continuing operations
|
(19.5
|
)
|
|
(0.0
|
)
|
|
14.4
|
|
|
35.5
|
|
|
47.7
|
|
|||||
Income (loss) from discontinued operations, net of income taxes
|
(0.1
|
)
|
|
0.2
|
|
|
(10.0
|
)
|
|
(13.6
|
)
|
|
(9.1
|
)
|
|||||
Net income (loss)
|
$
|
(19.6
|
)
|
|
$
|
0.2
|
|
|
$
|
4.4
|
|
|
$
|
21.9
|
|
|
$
|
38.6
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Earnings (loss) per share
(2)
:
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic and diluted
|
|
|
|
|
|
|
|
|
|
||||||||||
Continuing operations
|
$
|
(1.61
|
)
|
|
$
|
(0.00
|
)
|
|
$
|
1.76
|
|
|
$
|
4.35
|
|
|
$
|
5.85
|
|
Discontinued operations
|
(0.01
|
)
|
|
0.02
|
|
|
(1.23
|
)
|
|
(1.67
|
)
|
|
(1.12
|
)
|
|||||
Basic and diluted earnings (loss) per share
|
$
|
(1.62
|
)
|
|
$
|
0.02
|
|
|
$
|
0.53
|
|
|
$
|
2.68
|
|
|
$
|
4.73
|
|
Balance Sheet Data (at period end)
|
|
|
|
|
|
|
|
|
|
||||||||||
Accounts receivable, net
|
$
|
1,115.1
|
|
|
$
|
669.7
|
|
|
$
|
680.6
|
|
|
$
|
731.7
|
|
|
$
|
796.8
|
|
Inventories
|
673.2
|
|
|
360.9
|
|
|
373.4
|
|
|
387.2
|
|
|
447.5
|
|
|||||
Total assets
|
2,574.5
|
|
|
1,256.9
|
|
|
1,307.9
|
|
|
1,379.7
|
|
|
1,516.1
|
|
|||||
Long-term debt, net of current maturities
|
855.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Financing obligations to related party, less current portion
|
212.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Defined benefit pension obligations
|
36.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Other non-current liabilities
|
107.2
|
|
|
12.5
|
|
|
16.9
|
|
|
16.4
|
|
|
14.1
|
|
•
|
Print
– The Print segment sells and distributes commercial printing, writing, copying, digital, wide format and specialty paper products, graphics consumables and graphics equipment primarily in the U.S., Canada and Mexico. This segment also includes customized paper conversion services of commercial printing paper for distribution to document centers and form printers. Our broad geographic platform of operations coupled with the breadth of paper and graphics products, including our exclusive private brand offerings, provides a foundation to service national, regional and local customers across North America.
|
•
|
Publishing
– The Publishing segment sells and distributes coated and uncoated commercial printing papers to publishers, retailers, converters, printers and specialty businesses for use in magazines, catalogs, books, directories, gaming, couponing, retail inserts and direct mail. This segment also provides print management, procurement and supply chain management solutions to simplify paper and print procurement processes for its customers.
|
•
|
Packaging
– The Packaging segment provides standard as well as custom and comprehensive packaging solutions for customers based in North America and in key global markets. The business is strategically focused on higher growth industries including light industrial/general manufacturing, food processing and manufacturing, fulfillment and internet retail, as well as niche verticals based on geographical and functional expertise. Veritiv’s packaging
|
•
|
Facility Solutions
– The Facility Solutions segment sources and sells cleaning, break-room and other supplies such as towels, tissues, wipers and dispensers, can liners, commercial cleaning chemicals, soaps and sanitizers, sanitary maintenance supplies and equipment, safety and hazard supplies, and shampoos and amenities primarily in the U.S., Canada and Mexico. Veritiv is a leading distributor in the Facility Solutions segment. We offer a world class network of leading suppliers in all categories; total cost of ownership solutions with re-merchandising, budgeting and compliance, inventory management, and consistent multi-local supply solutions; and a sales-force trained to bring leading vertical expertise to all of the major North American geographies.
|
•
|
the combined results of operations of xpedx for the six months ended June 30, 2014 on a carve-out basis, and
|
•
|
the consolidated results of Veritiv on a stand-alone basis for the six months ended
December 31, 2014
.
|
|
Year Ended December 31, 2014
|
|
Year Ended December 31, 2013
|
||||||||||||||||||||
(in millions)
|
Veritiv
As Reported
|
|
Pro Forma Adjust-ments
|
|
Veritiv Pro Forma
|
|
Veritiv
As Reported |
|
Pro Forma Adjust-ments
|
|
Veritiv Pro Forma
|
||||||||||||
Net income (loss)
|
$
|
(19.6
|
)
|
|
$
|
42.3
|
|
|
$
|
22.7
|
|
|
$
|
0.2
|
|
|
$
|
180.9
|
|
(1)
|
$
|
181.1
|
|
Interest expense, net
|
14.0
|
|
|
12.4
|
|
|
26.4
|
|
|
—
|
|
|
25.9
|
|
|
25.9
|
|
||||||
Income tax expense (benefit)
|
(2.1
|
)
|
|
44.3
|
|
|
42.2
|
|
|
0.4
|
|
|
(267.9
|
)
|
(1)
|
(267.5
|
)
|
||||||
Depreciation and amortization
|
37.6
|
|
|
14.7
|
|
|
52.3
|
|
|
17.1
|
|
|
39.1
|
|
|
56.2
|
|
||||||
EBITDA
|
$
|
29.9
|
|
|
$
|
113.7
|
|
|
$
|
143.6
|
|
|
$
|
17.7
|
|
|
$
|
(22.0
|
)
|
|
$
|
(4.3
|
)
|
Restructuring charges (income)
|
4.0
|
|
|
0.2
|
|
|
4.2
|
|
|
37.9
|
|
|
(3.4
|
)
|
|
34.5
|
|
||||||
Non-restructuring stock-based compensation
|
4.0
|
|
|
0.1
|
|
|
4.1
|
|
|
13.1
|
|
|
0.4
|
|
|
13.5
|
|
||||||
LIFO (income) expense
|
6.3
|
|
|
(2.8
|
)
|
|
3.5
|
|
|
3.4
|
|
|
3.3
|
|
|
6.7
|
|
||||||
Asset impairment charge
|
—
|
|
|
2.8
|
|
|
2.8
|
|
|
—
|
|
|
0.4
|
|
|
0.4
|
|
||||||
Non-restructuring severance charges
|
2.6
|
|
|
0.4
|
|
|
3.0
|
|
|
2.3
|
|
|
0.4
|
|
|
2.7
|
|
||||||
Gain on sale of joint venture
|
—
|
|
|
(6.6
|
)
|
|
(6.6
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Merger and integration expenses
|
75.1
|
|
|
(75.1
|
)
|
|
—
|
|
|
—
|
|
|
103.5
|
|
|
103.5
|
|
||||||
Fair value adjustment on TRA contingent liability
|
1.7
|
|
|
—
|
|
|
1.7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Other
|
(1.7
|
)
|
|
(1.1
|
)
|
|
(2.8
|
)
|
|
—
|
|
|
4.5
|
|
|
4.5
|
|
||||||
Loss (income) from discontinued operations, net of income taxes
|
0.1
|
|
|
—
|
|
|
0.1
|
|
|
(0.2
|
)
|
|
—
|
|
|
(0.2
|
)
|
||||||
Adjusted EBITDA
|
$
|
122.0
|
|
|
$
|
31.6
|
|
|
$
|
153.6
|
|
|
$
|
74.2
|
|
|
$
|
87.1
|
|
|
$
|
161.3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net sales
|
$
|
7,406.5
|
|
|
$
|
1,907.6
|
|
|
$
|
9,314.1
|
|
|
$
|
5,652.4
|
|
|
$
|
4,089.1
|
|
|
$
|
9,741.5
|
|
Adjusted EBITDA / Pro Forma Adjusted EBITDA as a % of net sales
|
1.6
|
%
|
|
|
|
1.6
|
%
|
|
1.3
|
%
|
|
|
|
1.7
|
%
|
|
|
Year Ended December 31,
|
||||||||||
(in millions)
|
|
2014
|
|
2013
|
|
2012
|
||||||
Net income (loss)
|
|
$
|
(19.6
|
)
|
|
$
|
0.2
|
|
|
$
|
4.4
|
|
Interest expense, net
|
|
14.0
|
|
|
—
|
|
|
—
|
|
|||
Income tax expense (benefit)
|
|
(2.1
|
)
|
|
0.4
|
|
|
9.1
|
|
|||
Depreciation and amortization
|
|
37.6
|
|
|
17.1
|
|
|
14.0
|
|
|||
EBITDA
|
|
$
|
29.9
|
|
|
$
|
17.7
|
|
|
$
|
27.5
|
|
Restructuring charges
|
|
4.0
|
|
|
37.9
|
|
|
35.1
|
|
|||
Non-restructuring stock-based compensation
|
|
4.0
|
|
|
13.1
|
|
|
13.1
|
|
|||
LIFO expense
|
|
6.3
|
|
|
3.4
|
|
|
1.0
|
|
|||
Non-restructuring severance charges
|
|
2.6
|
|
|
2.3
|
|
|
0.6
|
|
|||
Merger and integration expenses
|
|
75.1
|
|
|
—
|
|
|
—
|
|
|||
Fair value adjustment on TRA contingent liability
|
|
1.7
|
|
|
—
|
|
|
—
|
|
|||
Other
|
|
(1.7
|
)
|
|
—
|
|
|
2.2
|
|
|||
Loss (income) from discontinued operations, net of income taxes
|
|
0.1
|
|
|
(0.2
|
)
|
|
10.0
|
|
|||
Adjusted EBITDA
|
|
$
|
122.0
|
|
|
$
|
74.2
|
|
|
$
|
89.5
|
|
|
|
|
|
|
|
|
||||||
Net sales
|
|
$
|
7,406.5
|
|
|
$
|
5,652.4
|
|
|
$
|
6,012.0
|
|
Adjusted EBITDA as a % of net sales
|
|
1.6
|
%
|
|
1.3
|
%
|
|
1.5
|
%
|
•
|
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.
|
|
Year Ended December 31,
|
|
Increase (Decrease)
|
||||||||||||||
(in millions)
|
2014
|
%
|
|
2013
|
%
|
|
$
|
%
|
|||||||||
Net sales
|
$
|
7,406.5
|
|
100.0
|
%
|
|
$
|
5,652.4
|
|
100.0
|
%
|
|
$
|
1,754.1
|
|
31.0
|
%
|
Cost of products sold (exclusive of depreciation and amortization shown separately below)
|
6,180.9
|
|
83.5
|
%
|
|
4,736.8
|
|
83.8
|
%
|
|
1,444.1
|
|
30.5
|
%
|
|||
Distribution expenses
|
426.2
|
|
5.8
|
%
|
|
314.2
|
|
5.6
|
%
|
|
112.0
|
|
35.6
|
%
|
|||
Selling and administrative expenses
|
689.1
|
|
9.3
|
%
|
|
548.2
|
|
9.7
|
%
|
|
140.9
|
|
25.7
|
%
|
|||
Depreciation and amortization
|
37.6
|
|
0.5
|
%
|
|
17.1
|
|
0.3
|
%
|
|
20.5
|
|
119.9
|
%
|
|||
Merger and integration expenses
|
75.1
|
|
1.0
|
%
|
|
—
|
|
—
|
%
|
|
75.1
|
|
*
|
||||
Restructuring charges
|
4.0
|
|
0.1
|
%
|
|
37.9
|
|
0.7
|
%
|
|
(33.9
|
)
|
(89.4
|
)%
|
|||
Operating income (loss)
|
(6.4
|
)
|
(0.1
|
)%
|
|
(1.8
|
)
|
(0.0
|
)%
|
|
(4.6
|
)
|
*
|
||||
Interest expense, net
|
14.0
|
|
0.2
|
%
|
|
—
|
|
—
|
%
|
|
14.0
|
|
*
|
||||
Other expense (income), net
|
1.2
|
|
0.0
|
%
|
|
(2.2
|
)
|
(0.0
|
)%
|
|
3.4
|
|
*
|
||||
Income (loss) from continuing operations before income taxes
|
(21.6
|
)
|
(0.3
|
)%
|
|
0.4
|
|
0.0
|
%
|
|
(22.0
|
)
|
*
|
||||
Income tax expense (benefit)
|
(2.1
|
)
|
(0.0
|
)%
|
|
0.4
|
|
0.0
|
%
|
|
(2.5
|
)
|
*
|
||||
Income (loss) from continuing operations
|
(19.5
|
)
|
(0.3
|
)%
|
|
(0.0
|
)
|
(0.0
|
)%
|
|
(19.5
|
)
|
*
|
||||
Income (loss) from discontinued operations, net of income taxes
|
(0.1
|
)
|
(0.0
|
)%
|
|
0.2
|
|
0.0
|
%
|
|
(0.3
|
)
|
*
|
||||
Net income (loss)
|
$
|
(19.6
|
)
|
(0.3
|
)%
|
|
$
|
0.2
|
|
0.0
|
%
|
|
(19.8
|
)
|
*
|
|
Year Ended December 31,
|
|
Increase (Decrease)
|
||||||||||||||
(in millions)
|
2013
|
%
|
|
2012
|
%
|
|
$
|
%
|
|||||||||
Net sales
|
$
|
5,652.4
|
|
100.0
|
%
|
|
$
|
6,012.0
|
|
100.0
|
%
|
|
$
|
(359.6
|
)
|
(6.0
|
)%
|
Cost of products sold (exclusive of depreciation and amortization shown separately below)
|
4,736.8
|
|
83.8
|
%
|
|
5,036.7
|
|
83.8
|
%
|
|
(299.9
|
)
|
(6.0
|
)%
|
|||
Distribution expenses
|
314.2
|
|
5.6
|
%
|
|
324.0
|
|
5.4
|
%
|
|
(9.8
|
)
|
(3.0
|
)%
|
|||
Selling and administrative expenses
|
548.2
|
|
9.7
|
%
|
|
580.6
|
|
9.7
|
%
|
|
(32.4
|
)
|
(5.6
|
)%
|
|||
Depreciation and amortization
|
17.1
|
|
0.3
|
%
|
|
14.0
|
|
0.2
|
%
|
|
3.1
|
|
22.1
|
%
|
|||
Restructuring charges
|
37.9
|
|
0.7
|
%
|
|
35.1
|
|
0.6
|
%
|
|
2.8
|
|
8.0
|
%
|
|||
Operating income (loss)
|
(1.8
|
)
|
(0.0
|
)%
|
|
21.6
|
|
0.4
|
%
|
|
(23.4
|
)
|
*
|
||||
Other income, net
|
(2.2
|
)
|
(0.0
|
)%
|
|
(1.9
|
)
|
(0.0
|
)%
|
|
(0.3
|
)
|
15.8
|
%
|
|||
Income (loss) from continuing operations before income taxes
|
0.4
|
|
0.0
|
%
|
|
23.5
|
|
0.4
|
%
|
|
(23.1
|
)
|
(98.3
|
)%
|
|||
Income tax (benefit) expense
|
0.4
|
|
0.0
|
%
|
|
9.1
|
|
0.2
|
%
|
|
(8.7
|
)
|
(95.6
|
)%
|
|||
Income (loss) from continuing operations
|
(0.0
|
)
|
(0.0
|
)%
|
|
14.4
|
|
0.2
|
%
|
|
(14.4
|
)
|
(100.0
|
)%
|
|||
Income (loss) from discontinued operations, net of income taxes
|
0.2
|
|
0.0
|
%
|
|
(10.0
|
)
|
(0.2
|
)%
|
|
10.2
|
|
*
|
||||
Net income (loss)
|
$
|
0.2
|
|
0.0
|
%
|
|
$
|
4.4
|
|
0.1
|
%
|
|
(4.2
|
)
|
(95.5
|
)%
|
(in millions)
|
Print
|
|
Publishing
|
|
Packaging
|
|
Facility Solutions
|
|
Corporate & Other
|
|
Total
|
||||||||||||
Year Ended December 31, 2014
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net sales
|
$
|
2,956.1
|
|
|
$
|
1,075.5
|
|
|
$
|
2,259.4
|
|
|
$
|
1,070.3
|
|
|
$
|
45.2
|
|
|
$
|
7,406.5
|
|
Adjusted EBITDA
|
$
|
55.4
|
|
|
$
|
27.1
|
|
|
$
|
157.0
|
|
|
$
|
33.6
|
|
|
$
|
(151.1
|
)
|
|
$
|
122.0
|
|
Adjusted EBITDA as a % of net sales
|
1.9
|
%
|
|
2.5
|
%
|
|
6.9
|
%
|
|
3.1
|
%
|
|
—
|
|
|
1.6
|
%
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Year Ended December 31, 2013
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net sales
|
$
|
2,399.6
|
|
|
$
|
807.9
|
|
|
$
|
1,600.3
|
|
|
$
|
844.6
|
|
|
$
|
—
|
|
|
$
|
5,652.4
|
|
Adjusted EBITDA
|
$
|
43.9
|
|
|
$
|
16.4
|
|
|
$
|
117.9
|
|
|
$
|
14.4
|
|
|
$
|
(118.4
|
)
|
|
$
|
74.2
|
|
Adjusted EBITDA as a % of net sales
|
1.8
|
%
|
|
2.0
|
%
|
|
7.4
|
%
|
|
1.7
|
%
|
|
—
|
|
|
1.3
|
%
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Year Ended December 31, 2012
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net sales
|
$
|
2,651.2
|
|
|
$
|
822.7
|
|
|
$
|
1,593.9
|
|
|
$
|
944.2
|
|
|
$
|
—
|
|
|
$
|
6,012.0
|
|
Adjusted EBITDA
|
$
|
53.0
|
|
|
$
|
13.8
|
|
|
$
|
123.6
|
|
|
$
|
19.2
|
|
|
$
|
(120.1
|
)
|
|
$
|
89.5
|
|
Adjusted EBITDA as a % of net sales
|
2.0
|
%
|
|
1.7
|
%
|
|
7.8
|
%
|
|
2.0
|
%
|
|
—
|
|
|
1.5
|
%
|
|
Year Ended December 31,
|
|
2014 vs. 2013
|
|
2013 vs. 2012
|
||||||||||||
(in millions)
|
2014
|
|
2013
|
|
2012
|
|
Increase (Decrease) %
|
|
Increase (Decrease) %
|
||||||||
Net sales
|
$
|
2,956.1
|
|
|
$
|
2,399.6
|
|
|
$
|
2,651.2
|
|
|
23.2
|
%
|
|
(9.5
|
)%
|
Adjusted EBITDA
|
$
|
55.4
|
|
|
$
|
43.9
|
|
|
$
|
53.0
|
|
|
26.2
|
%
|
|
(17.2
|
)%
|
Adjusted EBITDA as a % of net sales
|
1.9
|
%
|
|
1.8
|
%
|
|
2.0
|
%
|
|
|
|
|
|
Year Ended December 31,
|
|
2014 vs. 2013
|
|
2013 vs. 2012
|
||||||||||||
(in millions)
|
2014
|
|
2013
|
|
2012
|
|
Increase (Decrease) %
|
|
Increase (Decrease) %
|
||||||||
Net sales
|
$
|
1,075.5
|
|
|
$
|
807.9
|
|
|
$
|
822.7
|
|
|
33.1
|
%
|
|
(1.8
|
)%
|
Adjusted EBITDA
|
$
|
27.1
|
|
|
$
|
16.4
|
|
|
$
|
13.8
|
|
|
65.2
|
%
|
|
18.8
|
%
|
Adjusted EBITDA as a % of net sales
|
2.5
|
%
|
|
2.0
|
%
|
|
1.7
|
%
|
|
|
|
|
|
Year Ended December 31,
|
|
2014 vs. 2013
|
|
2013 vs. 2012
|
||||||||||||
(in millions)
|
2014
|
|
2013
|
|
2012
|
|
Increase (Decrease) %
|
|
Increase (Decrease) %
|
||||||||
Net sales
|
$
|
2,259.4
|
|
|
$
|
1,600.3
|
|
|
$
|
1,593.9
|
|
|
41.2
|
%
|
|
0.4
|
%
|
Adjusted EBITDA
|
$
|
157.0
|
|
|
$
|
117.9
|
|
|
$
|
123.6
|
|
|
33.2
|
%
|
|
(4.6
|
)%
|
Adjusted EBITDA as a % of net sales
|
6.9
|
%
|
|
7.4
|
%
|
|
7.8
|
%
|
|
|
|
|
|
Year Ended December 31,
|
|
2014 vs. 2013
|
|
2013 vs. 2012
|
||||||||||||
(in millions)
|
2014
|
|
2013
|
|
2012
|
|
Increase (Decrease) %
|
|
Increase (Decrease) %
|
||||||||
Net sales
|
$
|
1,070.3
|
|
|
$
|
844.6
|
|
|
$
|
944.2
|
|
|
26.7
|
%
|
|
(10.5
|
)%
|
Adjusted EBITDA
|
$
|
33.6
|
|
|
$
|
14.4
|
|
|
$
|
19.2
|
|
|
133.3
|
%
|
|
(25.0
|
)%
|
Adjusted EBITDA as a % of net sales
|
3.1
|
%
|
|
1.7
|
%
|
|
2.0
|
%
|
|
|
|
|
|
Year Ended December 31,
|
||||||||||
(in millions)
|
2014
|
|
2013
|
|
2012
|
||||||
Net cash provided by (used for):
|
|
|
|
|
|
||||||
Operating activities
|
$
|
5.0
|
|
|
$
|
52.2
|
|
|
$
|
56.0
|
|
Investing activities
|
19.9
|
|
|
13.2
|
|
|
(7.5
|
)
|
|||
Financing activities
|
23.0
|
|
|
(76.6
|
)
|
|
(46.3
|
)
|
|
Payment Due by Period
|
||||||||||||||||||
(in millions)
|
2015
|
|
2016 – 2017
|
|
2018 – 2019
|
|
After 2019
|
|
Total
|
||||||||||
Equipment capital lease obligations
(1)
|
$
|
4.7
|
|
|
$
|
6.6
|
|
|
$
|
1.1
|
|
|
$
|
0.3
|
|
|
$
|
12.7
|
|
Financing obligations to related party
(1,2)
|
16.0
|
|
|
32.6
|
|
|
8.2
|
|
|
—
|
|
|
56.8
|
|
|||||
Operating lease obligations
(3)
|
77.5
|
|
|
126.1
|
|
|
90.0
|
|
|
87.2
|
|
|
380.8
|
|
|||||
ABL Facility
(4)
|
—
|
|
|
—
|
|
|
847.8
|
|
|
—
|
|
|
847.8
|
|
|||||
Deferred compensation
(5)
|
2.7
|
|
|
5.2
|
|
|
4.6
|
|
|
17.2
|
|
|
29.7
|
|
|||||
Total
|
$
|
100.9
|
|
|
$
|
170.5
|
|
|
$
|
951.7
|
|
|
$
|
104.7
|
|
|
$
|
1,327.8
|
|
Assumption
|
|
Change
|
|
Net Periodic Benefit Cost
|
|
Projected Benefit Obligation
|
Discount rate
|
|
1% increase
|
|
$0.2
|
|
$(22.3)
|
|
|
1% decrease
|
|
(0.3)
|
|
28.1
|
Return on plan assets
|
|
1% increase
|
|
(0.7)
|
|
N/A
|
|
|
1% decrease
|
|
0.7
|
|
N/A
|
|
Page
|
|
Year Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
Net sales (including sales to related parties of $42.7, $53.0 and $65.1 for 2014, 2013 and 2012, respectively)
|
$
|
7,406.5
|
|
|
$
|
5,652.4
|
|
|
$
|
6,012.0
|
|
Cost of products sold (including purchases from related parties of $412.6, $604.4 and $639.0 for 2014, 2013 and 2012, respectively) (exclusive of depreciation and amortization shown separately below)
|
6,180.9
|
|
|
4,736.8
|
|
|
5,036.7
|
|
|||
Distribution expenses
|
426.2
|
|
|
314.2
|
|
|
324.0
|
|
|||
Selling and administrative expenses
|
689.1
|
|
|
548.2
|
|
|
580.6
|
|
|||
Depreciation and amortization
|
37.6
|
|
|
17.1
|
|
|
14.0
|
|
|||
Merger and integration expenses
|
75.1
|
|
|
—
|
|
|
—
|
|
|||
Restructuring charges
|
4.0
|
|
|
37.9
|
|
|
35.1
|
|
|||
Operating income (loss)
|
(6.4
|
)
|
|
(1.8
|
)
|
|
21.6
|
|
|||
Interest expense, net
|
14.0
|
|
|
—
|
|
|
—
|
|
|||
Other expense (income), net
|
1.2
|
|
|
(2.2
|
)
|
|
(1.9
|
)
|
|||
Income (loss) from continuing operations before income taxes
|
(21.6
|
)
|
|
0.4
|
|
|
23.5
|
|
|||
Income tax expense (benefit)
|
(2.1
|
)
|
|
0.4
|
|
|
9.1
|
|
|||
Income (loss) from continuing operations
|
(19.5
|
)
|
|
(0.0
|
)
|
|
14.4
|
|
|||
Income (loss) from discontinued operations, net of income taxes
|
(0.1
|
)
|
|
0.2
|
|
|
(10.0
|
)
|
|||
Net income (loss)
|
$
|
(19.6
|
)
|
|
$
|
0.2
|
|
|
$
|
4.4
|
|
|
|
|
|
|
|
||||||
Earnings (loss) per share:
|
|
|
|
|
|
||||||
Basic and diluted
|
|
|
|
|
|
||||||
Continuing operations
|
$
|
(1.61
|
)
|
|
$
|
(0.00
|
)
|
|
$
|
1.76
|
|
Discontinued operations
|
(0.01
|
)
|
|
0.02
|
|
|
(1.23
|
)
|
|||
Basic and diluted earnings (loss) per share
|
$
|
(1.62
|
)
|
|
$
|
0.02
|
|
|
$
|
0.53
|
|
|
|
|
|
|
|
||||||
Weighted-average shares outstanding – basic and diluted
|
12,080,000
|
|
|
8,160,000
|
|
|
8,160,000
|
|
|
Year Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
Net income (loss)
|
$
|
(19.6
|
)
|
|
$
|
0.2
|
|
|
$
|
4.4
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
||||||
Foreign currency translation adjustments
|
(10.0
|
)
|
|
1.4
|
|
|
1.8
|
|
|||
Pension liability adjustments, net of $3.4 tax
|
(7.4
|
)
|
|
—
|
|
|
—
|
|
|||
Other comprehensive income (loss)
|
(17.4
|
)
|
|
1.4
|
|
|
1.8
|
|
|||
Total comprehensive income (loss)
|
$
|
(37.0
|
)
|
|
$
|
1.6
|
|
|
$
|
6.2
|
|
|
December 31, 2014
|
|
December 31, 2013
|
||||
Assets
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash
|
$
|
57.6
|
|
|
$
|
5.7
|
|
Accounts receivable, less allowances of $39.0 and $22.7 in 2014 and 2013, respectively
|
1,115.1
|
|
|
669.7
|
|
||
Related party receivable
|
3.9
|
|
|
10.1
|
|
||
Inventories
|
673.2
|
|
|
360.9
|
|
||
Other current assets
|
109.3
|
|
|
26.3
|
|
||
Assets held for sale
|
—
|
|
|
9.3
|
|
||
Total current assets
|
1,959.1
|
|
|
1,082.0
|
|
||
Property and equipment, net
|
377.4
|
|
|
107.1
|
|
||
Goodwill
|
52.4
|
|
|
26.4
|
|
||
Other intangibles, net
|
36.1
|
|
|
9.3
|
|
||
Non-current deferred income tax assets
|
105.6
|
|
|
22.7
|
|
||
Other non-current assets
|
43.9
|
|
|
9.4
|
|
||
Total assets
|
$
|
2,574.5
|
|
|
$
|
1,256.9
|
|
Liabilities and Equity
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
589.8
|
|
|
$
|
357.3
|
|
Related party payable
|
11.0
|
|
|
2.6
|
|
||
Accrued payroll and benefits
|
111.1
|
|
|
54.9
|
|
||
Deferred income tax liabilities
|
21.1
|
|
|
13.5
|
|
||
Other accrued liabilities
|
100.5
|
|
|
36.5
|
|
||
Current maturities of long-term debt
|
3.8
|
|
|
—
|
|
||
Financing obligations to related party, current portion
|
13.8
|
|
|
—
|
|
||
Total current liabilities
|
851.1
|
|
|
464.8
|
|
||
Long-term debt, net of current maturities
|
855.0
|
|
|
—
|
|
||
Financing obligations to related party, less current portion
|
212.4
|
|
|
—
|
|
||
Defined benefit pension obligations
|
36.3
|
|
|
—
|
|
||
Other non-current liabilities
|
107.2
|
|
|
12.5
|
|
||
Total liabilities
|
2,062.0
|
|
|
477.3
|
|
||
Commitments and contingencies (Note 15)
|
|
|
|
|
|
||
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
|
562.4
|
|
|
—
|
|
||
Accumulated deficit
|
(28.0
|
)
|
|
—
|
|
||
Accumulated other comprehensive loss
|
(22.1
|
)
|
|
(4.7
|
)
|
||
Total shareholders' equity
|
512.5
|
|
|
(4.7
|
)
|
||
Total equity
|
512.5
|
|
|
779.6
|
|
||
Total liabilities and equity
|
$
|
2,574.5
|
|
|
$
|
1,256.9
|
|
|
Year Ended December 31,
|
||||||||||
Operating Activities
|
2014
|
|
2013
|
|
2012
|
||||||
Net income (loss)
|
$
|
(19.6
|
)
|
|
$
|
0.2
|
|
|
$
|
4.4
|
|
Income (loss) from discontinued operations, net of income taxes
|
(0.1
|
)
|
|
0.2
|
|
|
(10.0
|
)
|
|||
Income (loss) from continuing operations
|
(19.5
|
)
|
|
(0.0
|
)
|
|
14.4
|
|
|||
Depreciation and amortization
|
37.6
|
|
|
17.4
|
|
|
15.2
|
|
|||
Amortization of deferred financing fees
|
2.2
|
|
|
—
|
|
|
—
|
|
|||
Net gains on sales of property and equipment
|
(2.3
|
)
|
|
(6.4
|
)
|
|
(2.3
|
)
|
|||
Provision for allowance for doubtful accounts
|
12.8
|
|
|
6.4
|
|
|
7.5
|
|
|||
Deferred income tax provision
|
(9.7
|
)
|
|
3.3
|
|
|
1.4
|
|
|||
Stock-based compensation
|
4.3
|
|
|
15.4
|
|
|
13.1
|
|
|||
Other noncash items, net
|
1.6
|
|
|
—
|
|
|
—
|
|
|||
Changes in operating assets and liabilities, net of Merger
|
|
|
|
|
|
||||||
Accounts receivable and related party receivable
|
(17.7
|
)
|
|
(1.3
|
)
|
|
27.8
|
|
|||
Inventories
|
28.2
|
|
|
12.3
|
|
|
12.3
|
|
|||
Other current assets
|
(21.8
|
)
|
|
3.1
|
|
|
7.8
|
|
|||
Accounts payable and related party payable
|
(44.5
|
)
|
|
7.2
|
|
|
(37.4
|
)
|
|||
Accrued payroll and benefits
|
19.9
|
|
|
(0.5
|
)
|
|
(1.6
|
)
|
|||
Other accrued liabilities
|
15.4
|
|
|
4.1
|
|
|
1.0
|
|
|||
Other
|
(0.4
|
)
|
|
(8.0
|
)
|
|
(0.6
|
)
|
|||
Net cash provided by operating activities – continuing operations
|
6.1
|
|
|
53.0
|
|
|
58.6
|
|
|||
Net cash used for operating activities – discontinued operations
|
(1.1
|
)
|
|
(0.8
|
)
|
|
(2.6
|
)
|
|||
Net cash provided by operating activities
|
5.0
|
|
|
52.2
|
|
|
56.0
|
|
|||
Investing Activities
|
|
|
|
|
|
||||||
Net cash acquired in Merger
|
31.8
|
|
|
—
|
|
|
—
|
|
|||
Property and equipment additions
|
(17.2
|
)
|
|
(9.8
|
)
|
|
(13.3
|
)
|
|||
Proceeds from asset sales
|
4.8
|
|
|
22.7
|
|
|
5.1
|
|
|||
Other
|
0.5
|
|
|
0.3
|
|
|
0.5
|
|
|||
Net cash provided by (used for) investing activities – continuing operations
|
19.9
|
|
|
13.2
|
|
|
(7.7
|
)
|
|||
Net cash provided by investing activities – discontinued operations
|
—
|
|
|
—
|
|
|
0.2
|
|
|||
Net cash provided by (used for) investing activities
|
19.9
|
|
|
13.2
|
|
|
(7.5
|
)
|
|||
Financing Activities
|
|
|
|
|
|
||||||
Net cash transfers to Parent
|
(60.3
|
)
|
|
(70.8
|
)
|
|
(48.9
|
)
|
|||
Change in book overdrafts
|
1.6
|
|
|
(5.8
|
)
|
|
1.7
|
|
|||
Transfer to Parent in connection with Spin-off
|
(432.8
|
)
|
|
—
|
|
|
—
|
|
|||
Repayment of Unisource Senior Credit Facility
|
(303.9
|
)
|
|
—
|
|
|
—
|
|
|||
Borrowings of long-term debt
|
3,142.2
|
|
|
—
|
|
|
—
|
|
|||
Repayments of long-term debt
|
(2,294.4
|
)
|
|
—
|
|
|
—
|
|
|||
Payments under equipment capital lease obligations
|
(1.3
|
)
|
|
—
|
|
|
—
|
|
|||
Payments under financing obligations to related party
|
(6.8
|
)
|
|
—
|
|
|
—
|
|
|||
Deferred financing fees
|
(22.4
|
)
|
|
—
|
|
|
—
|
|
|||
Net cash provided by (used for) financing activities – continuing operations
|
21.9
|
|
|
(76.6
|
)
|
|
(47.2
|
)
|
|||
Net cash provided by financing activities – discontinued operations
|
1.1
|
|
|
—
|
|
|
0.9
|
|
|||
Net cash provided by (used for) financing activities
|
23.0
|
|
|
(76.6
|
)
|
|
(46.3
|
)
|
|||
Effect of exchange rate changes on cash
|
4.0
|
|
|
1.5
|
|
|
(1.5
|
)
|
|||
Net change in cash
|
51.9
|
|
|
(9.7
|
)
|
|
0.7
|
|
|||
Cash at beginning of period
|
5.7
|
|
|
15.4
|
|
|
14.7
|
|
|||
Cash at end of period
|
$
|
57.6
|
|
|
$
|
5.7
|
|
|
$
|
15.4
|
|
Supplemental Cash Flow Information
|
|
|
|
|
|
||||||
Cash paid for income taxes, net of refunds
|
$
|
2.0
|
|
|
$
|
0.7
|
|
|
$
|
1.1
|
|
Cash paid for interest
|
11.5
|
|
|
—
|
|
|
—
|
|
|||
Non-Cash Transactions
|
|
|
|
|
|
||||||
Common stock issued in connection with Spin-off
|
$
|
277.9
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Common stock issued in connection with Merger
|
284.7
|
|
|
—
|
|
|
—
|
|
|||
Contingent liability associated with the Tax Receivable Agreement
|
58.8
|
|
|
—
|
|
|
—
|
|
|||
Non-cash transfers (to) from Parent
|
(26.0
|
)
|
|
20.3
|
|
|
—
|
|
|
Common Stock Issued
|
|
Additional Paid-in Capital
|
|
Parent Company Investment
|
|
Accumulated Deficit
|
|
Accumulated Other Comprehensive Income (Loss)
|
|
Total
|
|||||||||||||||
|
Shares
|
|
Amount
|
|
|
|
|
|
||||||||||||||||||
Balance at December 31, 2011
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
850.2
|
|
|
$
|
—
|
|
|
$
|
(7.9
|
)
|
|
$
|
842.3
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
4.4
|
|
|
—
|
|
|
—
|
|
|
4.4
|
|
||||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1.8
|
|
|
1.8
|
|
||||||
Net transfers to Parent
|
—
|
|
|
—
|
|
|
—
|
|
|
(35.4
|
)
|
|
—
|
|
|
—
|
|
|
(35.4
|
)
|
||||||
Balance at December 31, 2012
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
819.2
|
|
|
$
|
—
|
|
|
$
|
(6.1
|
)
|
|
$
|
813.1
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
0.2
|
|
|
—
|
|
|
—
|
|
|
0.2
|
|
||||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1.4
|
|
|
1.4
|
|
||||||
Net transfers to Parent
|
—
|
|
|
—
|
|
|
—
|
|
|
(35.1
|
)
|
|
—
|
|
|
—
|
|
|
(35.1
|
)
|
||||||
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 December 31, 2014
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(28.0
|
)
|
|
—
|
|
|
(28.0
|
)
|
||||||
Other comprehensive loss, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(17.4
|
)
|
|
(17.4
|
)
|
||||||
Net transfers to Parent
|
—
|
|
|
—
|
|
|
—
|
|
|
(82.0
|
)
|
|
—
|
|
|
—
|
|
|
(82.0
|
)
|
||||||
Conversion of Parent Company Investment in connection with Spin-off
|
8.2
|
|
|
0.1
|
|
|
710.6
|
|
|
(710.7
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Transfer to Parent in connection with Spin-off
|
—
|
|
|
—
|
|
|
(432.8
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(432.8
|
)
|
||||||
Issuance of common stock for Merger
|
7.8
|
|
|
0.1
|
|
|
284.6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
284.7
|
|
||||||
Balance at December 31, 2014
|
16.0
|
|
|
$
|
0.2
|
|
|
$
|
562.4
|
|
|
$
|
—
|
|
|
$
|
(28.0
|
)
|
|
$
|
(22.1
|
)
|
|
$
|
512.5
|
|
•
|
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. During the fourth quarter of 2014, the working capital and transaction expense-related adjustments were finalized, resulting in an additional cash payment of
$30.7 million
to International Paper. Of the total payment,
$432.8 million
was reflected as a reduction to equity while the remaining
$2.1 million
was recorded in the Consolidated Statement of Operations for 2014.
|
•
|
UWW Holdings, LLC, the sole shareholder of UWWH, (the "UWWH Stockholder") received
7,840,000
shares of Veritiv common stock for all outstanding shares of UWWH common stock that it held on the Distribution Date, in a private placement transaction,
|
•
|
Veritiv and the UWWH Stockholder entered into a registration rights agreement (the "Registration Rights Agreement") that provides the UWWH Stockholder with certain demand registration rights and piggyback registration rights which is more fully described in
Note 8, Related Party Transactions
,
|
•
|
Veritiv and the UWWH Stockholder entered into a tax receivable agreement (the "Tax Receivable Agreement") which is more fully described in
Note 8, Related Party Transactions
, and
|
•
|
The UWWH Stockholder 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. During the fourth quarter of 2014, the Company finalized the working capital and net indebtedness adjustments, resulting in an additional cash payment of
$5.7 million
to the UWWH Stockholder. Of the total payment,
$39.1 million
was recorded as part of the purchase price consideration for Unisource while the remaining
$5.2 million
was recorded in the Consolidated Statement of Operations for 2014.
|
•
|
the combined results of operations of xpedx for the six months ended June 30, 2014 on a carve-out basis, and
|
•
|
the consolidated results of Veritiv on a stand-alone basis for the six months ended
December 31, 2014
.
|
|
Year Ended December 31,
|
||||||||||
(in millions)
|
2014
|
|
2013
|
|
2012
|
||||||
Beginning balance, January 1
|
$
|
22.7
|
|
|
$
|
25.3
|
|
|
$
|
26.2
|
|
Add / (Deduct):
|
|
|
|
|
|
||||||
Provision for bad debt expense
|
12.8
|
|
|
6.4
|
|
|
8.7
|
|
|||
Net write-offs and other adjustments
|
(9.8
|
)
|
|
(9.0
|
)
|
|
(9.6
|
)
|
|||
Other
(1)
|
13.3
|
|
|
—
|
|
|
—
|
|
|||
Ending balance, December 31
|
$
|
39.0
|
|
|
$
|
22.7
|
|
|
$
|
25.3
|
|
(in millions)
|
December 31,
|
|
December 31,
|
||||
2014
|
|
2013
|
|||||
Land, buildings and improvements
|
$
|
128.9
|
|
|
$
|
143.8
|
|
Machinery and equipment
|
110.2
|
|
|
72.5
|
|
||
Equipment capital leases and assets related to financing obligations with related party
|
232.0
|
|
|
—
|
|
||
Internally developed software
|
114.4
|
|
|
84.5
|
|
||
Construction-in-progress
|
14.0
|
|
|
4.9
|
|
||
Less: Accumulated depreciation and software amortization
|
(222.1
|
)
|
|
(198.6
|
)
|
||
Property and equipment, net
|
$
|
377.4
|
|
|
$
|
107.1
|
|
Buildings
|
40 years
|
Leasehold improvements
|
1 to 20 years
|
Machinery and equipment
|
3 to 15 years
|
Equipment capital leases and assets related to financing obligations with related party
|
3 to 15 years
|
Internally developed software
|
3 to 5 years
|
Level 1 –
|
Quoted market prices in active markets for identical assets or liabilities.
|
Level 2 –
|
Observable market-based inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.
|
Level 3 –
|
Unobservable inputs for the asset or liability reflecting the reporting entity’s own assumptions or external inputs from inactive markets.
|
Standard
|
|
Description
|
|
Date of Adoption
|
|
Effect on the Financial Statements or Other Significant Matters
|
Standards that are not yet adopted:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ASU 2014-09,
Revenue from Contracts with Customers (Topic 606)
|
|
The standard will replace existing revenue recognition standards and significantly expand the disclosure requirements for revenue arrangements. It may be adopted either retrospectively or on a modified retrospective basis to new contracts and existing contracts with remaining performance obligations as of the effective date.
|
|
January 1, 2017
|
|
The Company is currently evaluating the alternative methods of adoption and the effect on its Consolidated and Combined Financial Statements and related disclosures.
|
|
(in millions)
|
||
Legal and other professional and consulting fees
|
$
|
29.7
|
|
Retention compensation and termination benefits
|
37.9
|
|
|
Other
|
7.5
|
|
|
Total merger and integration expenses
|
$
|
75.1
|
|
Preliminary estimated purchase price:
|
(in millions)
|
||
Fair value of Veritiv shares transferred
|
$
|
284.7
|
|
Cash payments associated with customary working capital and net indebtedness adjustments
|
39.1
|
|
|
Fair value of contingent liability associated with the Tax Receivable Agreement
|
58.8
|
|
|
Total preliminary estimated purchase price
|
$
|
382.6
|
|
Preliminary Allocation:
|
(in millions)
|
||
Cash
|
$
|
70.9
|
|
Accounts receivable
|
448.4
|
|
|
Inventories
|
353.8
|
|
|
Deferred income tax assets
|
71.1
|
|
|
Property and equipment
|
299.0
|
|
|
Goodwill
|
26.0
|
|
|
Other intangible assets
|
31.5
|
|
|
Other current and non-current assets (including below market leasehold agreements)
|
61.8
|
|
|
Accounts payable
|
(284.2
|
)
|
|
Long-term debt (including equipment capital leases)
|
(313.2
|
)
|
|
Financing obligations to related party
|
(233.1
|
)
|
|
Defined benefit pension obligations
|
(30.3
|
)
|
|
Other current and non-current liabilities (including above market leasehold agreements)
|
(119.1
|
)
|
|
Total purchase price
|
$
|
382.6
|
|
|
Value
(in millions)
|
|
Estimated Weighted-Average Useful Life
(
in years)
|
||
Customer relationships
|
$
|
24.3
|
|
|
14.8
|
Trademarks/Trade names
|
4.1
|
|
|
3.6
|
|
Non-compete agreements
|
3.1
|
|
|
1
|
|
Total identifiable intangible assets acquired
|
$
|
31.5
|
|
|
|
•
|
Deferred income tax assets and liabilities;
|
•
|
Contingent liability associated with the Tax Receivable Agreement; and
|
•
|
Other intangible assets.
|
(Unaudited)
|
Year Ended
December 31, |
||||||
(in millions, except share and per share data)
|
2014
|
|
2013
|
||||
Net sales
|
$
|
9,314.1
|
|
|
$
|
9,741.5
|
|
Net income
(1)
|
$
|
22.7
|
|
|
$
|
181.1
|
|
Earnings per share – basic and diluted
|
$
|
1.42
|
|
|
$
|
11.32
|
|
Weighted-average shares outstanding – basic and diluted
|
16,000,000
|
|
|
16,000,000
|
|
•
|
Merger and integration expenses: Merger and integration expenses of
$75.1 million
incurred during the year ended December 31, 2014 have been eliminated. Pro forma net income for the year ended December 31, 2013 includes merger and integration expenses of
$103.5 million
.
|
•
|
Incremental depreciation and amortization expense: Pro forma net income for the years ended December 31, 2014 and 2013 includes
$2.5 million
and
$14.0 million
, respectively, of incremental depreciation and amortization expense related to the fair value adjustments to property and equipment and identifiable intangible assets.
|
(in millions)
|
Severance and Related Costs
|
Other Direct Costs
|
Total
|
||||||
Liability at December 31, 2013
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
Costs incurred
|
4.7
|
|
0.4
|
|
5.1
|
|
|||
Payments
|
(1.0
|
)
|
(0.2
|
)
|
(1.2
|
)
|
|||
Liability at December 31, 2014
|
$
|
3.7
|
|
$
|
0.2
|
|
$
|
3.9
|
|
|
Year Ended December 31,
|
||||||||||
(in millions)
|
2014
|
|
2013
|
|
2012
|
||||||
Facility costs
|
$
|
0.3
|
|
|
$
|
15.2
|
|
|
$
|
13.0
|
|
Severance
|
0.2
|
|
|
16.9
|
|
|
11.9
|
|
|||
Personnel costs
|
—
|
|
|
10.9
|
|
|
10.6
|
|
|||
Accelerated amortization and depreciation
|
—
|
|
|
0.3
|
|
|
1.2
|
|
|||
Professional services
|
—
|
|
|
1.0
|
|
|
1.1
|
|
|||
Gain on sale of fixed assets
|
(1.6
|
)
|
|
(6.4
|
)
|
|
(2.7
|
)
|
|||
Total
|
$
|
(1.1
|
)
|
|
$
|
37.9
|
|
|
$
|
35.1
|
|
(in millions)
|
Total
|
||
Liability at December 31, 2012
|
$
|
3.8
|
|
Costs incurred
|
44.0
|
|
|
Payments
|
(39.7
|
)
|
|
Adjustment of prior year's estimate
|
(0.4
|
)
|
|
Liability at December 31, 2013
|
7.7
|
|
|
Costs incurred
|
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 December 31, 2014
|
$
|
—
|
|
(in millions)
|
Print
|
|
Publishing
|
|
Packaging
|
|
Facility Solutions
|
|
Corporate & Other
|
|
Total
|
||||||||||||
Balance at December 31, 2013
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
26.4
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
26.4
|
|
Additions to goodwill
|
—
|
|
|
—
|
|
|
17.9
|
|
|
1.9
|
|
|
6.2
|
|
|
26.0
|
|
||||||
Balance at December 31, 2014
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
44.3
|
|
|
$
|
1.9
|
|
|
$
|
6.2
|
|
|
$
|
52.4
|
|
|
December 31, 2014
|
|
December 31, 2013
|
||||||||||||||||||||
(in millions)
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
|
Net
|
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
|
Net
|
||||||||||||
Customer relationships
|
$
|
55.0
|
|
|
$
|
23.7
|
|
|
$
|
31.3
|
|
|
$
|
30.7
|
|
|
$
|
21.5
|
|
|
$
|
9.2
|
|
Trademarks/Trade names
|
4.3
|
|
|
1.1
|
|
|
3.2
|
|
|
0.2
|
|
|
0.1
|
|
|
0.1
|
|
||||||
Non-compete agreements
|
3.1
|
|
|
1.5
|
|
|
1.6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Total
|
$
|
62.4
|
|
|
$
|
26.3
|
|
|
$
|
36.1
|
|
|
$
|
30.9
|
|
|
$
|
21.6
|
|
|
$
|
9.3
|
|
Year
|
|
Total
|
||
2015
|
|
$
|
5.8
|
|
2016
|
|
3.6
|
|
|
2017
|
|
3.6
|
|
|
2018
|
|
3.6
|
|
|
2019
|
|
3.3
|
|
(in millions)
|
December 31, 2014
|
||
ABL Facility
|
$
|
847.8
|
|
Equipment capital lease obligations
|
11.0
|
|
|
Total debt
|
858.8
|
|
|
Less: current portion of long-term debt
|
(3.8
|
)
|
|
Long-term debt, net of current maturities
|
$
|
855.0
|
|
|
|
|
Operating Leases
|
||||||||||||
(in millions)
|
Financing Obligations to Related Party and Equipment Capital Leases
|
|
Lease Obligations
|
|
Sublease Income
|
|
Total
|
||||||||
2015
|
$
|
20.7
|
|
|
$
|
77.8
|
|
|
$
|
(0.3
|
)
|
|
$
|
77.5
|
|
2016
|
19.8
|
|
|
68.1
|
|
|
(0.2
|
)
|
|
67.9
|
|
||||
2017
|
19.4
|
|
|
58.3
|
|
|
(0.1
|
)
|
|
58.2
|
|
||||
2018
|
8.9
|
|
|
49.4
|
|
|
(0.1
|
)
|
|
49.3
|
|
||||
2019
|
0.4
|
|
|
40.7
|
|
|
—
|
|
|
40.7
|
|
||||
Thereafter
|
0.3
|
|
|
87.2
|
|
|
—
|
|
|
87.2
|
|
||||
|
69.5
|
|
|
381.5
|
|
|
(0.7
|
)
|
|
380.8
|
|
||||
Amount representing interest
|
(6.3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Total future minimum lease payments
|
$
|
63.2
|
|
|
$
|
381.5
|
|
|
$
|
(0.7
|
)
|
|
$
|
380.8
|
|
|
Year Ended December 31,
|
||||||||||
(in millions)
|
2014
|
|
2013
|
|
2012
|
||||||
Domestic (United States)
|
$
|
(19.0
|
)
|
|
$
|
(2.1
|
)
|
|
$
|
15.8
|
|
Foreign
|
(2.6
|
)
|
|
2.5
|
|
|
7.7
|
|
|||
Income (loss) from continuing operations before income taxes
|
$
|
(21.6
|
)
|
|
$
|
0.4
|
|
|
$
|
23.5
|
|
|
Year Ended December 31,
|
||||||||||
(in millions)
|
2014
|
|
2013
|
|
2012
|
||||||
Current Provision:
|
|
|
|
|
|
||||||
U.S. Federal
|
$
|
5.0
|
|
|
$
|
(3.3
|
)
|
|
$
|
4.6
|
|
U.S. State
|
0.9
|
|
|
(0.1
|
)
|
|
1.0
|
|
|||
Foreign
|
1.7
|
|
|
0.5
|
|
|
2.1
|
|
|||
Total current income tax expense (benefit)
|
$
|
7.6
|
|
|
$
|
(2.9
|
)
|
|
$
|
7.7
|
|
|
|
|
|
|
|
||||||
Deferred, net:
|
|
|
|
|
|
||||||
U.S. Federal
|
$
|
(8.3
|
)
|
|
$
|
3.0
|
|
|
$
|
1.0
|
|
U.S. State
|
(1.2
|
)
|
|
0.2
|
|
|
0.3
|
|
|||
Foreign
|
(0.2
|
)
|
|
0.1
|
|
|
0.1
|
|
|||
Total deferred, net
|
(9.7
|
)
|
|
3.3
|
|
|
1.4
|
|
|||
Provision for income tax expense (benefit)
|
$
|
(2.1
|
)
|
|
$
|
0.4
|
|
|
$
|
9.1
|
|
|
Year Ended December 31,
|
||||||||||
(in millions)
|
2014
|
|
2013
|
|
2012
|
||||||
Income from continuing operations before income taxes
|
$
|
(21.6
|
)
|
|
$
|
0.4
|
|
|
$
|
23.5
|
|
Statutory U.S. income tax rate
|
35.0
|
%
|
|
35.0
|
%
|
|
35.0
|
%
|
|||
Tax expense using statutory U.S. income tax rate
|
$
|
(7.6
|
)
|
|
$
|
0.1
|
|
|
$
|
8.2
|
|
Foreign income tax rate differential
|
0.3
|
|
|
(0.1
|
)
|
|
(0.6
|
)
|
|||
State tax (net of federal benefit)
|
(0.3
|
)
|
|
—
|
|
|
0.7
|
|
|||
Meals and entertainment
|
0.7
|
|
|
0.4
|
|
|
0.6
|
|
|||
Transaction costs
|
1.6
|
|
|
—
|
|
|
—
|
|
|||
Change in valuation allowance
|
2.0
|
|
|
—
|
|
|
—
|
|
|||
Executive compensation
|
0.9
|
|
|
—
|
|
|
—
|
|
|||
Other
|
0.3
|
|
|
—
|
|
|
0.2
|
|
|||
Income tax provision
|
$
|
(2.1
|
)
|
|
$
|
0.4
|
|
|
$
|
9.1
|
|
Effective income tax rate
|
9.7
|
%
|
|
100.0
|
%
|
|
38.7
|
%
|
|
December 31, 2014
|
|
December 31, 2013
|
||||||||||||
(in millions)
|
U.S.
|
|
Non-U.S.
|
|
U.S.
|
|
Non-U.S.
|
||||||||
Deferred income tax assets:
|
|
|
|
|
|
|
|
||||||||
Accrued compensation
|
$
|
16.8
|
|
|
$
|
—
|
|
|
$
|
7.1
|
|
|
$
|
—
|
|
Capital lease obligations to related party
|
86.8
|
|
|
0.8
|
|
|
—
|
|
|
—
|
|
||||
Goodwill and other intangibles, net
|
5.7
|
|
|
—
|
|
|
18.2
|
|
|
—
|
|
||||
Property and equipment, net
|
—
|
|
|
0.3
|
|
|
—
|
|
|
—
|
|
||||
Long-term compensation
|
15.2
|
|
|
6.0
|
|
|
8.3
|
|
|
—
|
|
||||
Net operating losses and credit carryforwards
|
120.5
|
|
|
8.7
|
|
|
3.4
|
|
|
—
|
|
||||
Allowance for doubtful accounts
|
13.8
|
|
|
—
|
|
|
8.6
|
|
|
—
|
|
||||
Other
|
1.8
|
|
|
0.5
|
|
|
3.7
|
|
|
0.5
|
|
||||
Gross deferred income tax assets
|
260.6
|
|
|
16.3
|
|
|
49.3
|
|
|
0.5
|
|
||||
Less valuation allowance
|
(26.1
|
)
|
|
(15.7
|
)
|
|
—
|
|
|
—
|
|
||||
Total deferred tax asset
|
234.5
|
|
|
0.6
|
|
|
49.3
|
|
|
0.5
|
|
||||
Deferred income tax liabilities:
|
|
|
|
|
|
|
|
||||||||
Property and equipment, net
|
(95.1
|
)
|
|
—
|
|
|
(8.7
|
)
|
|
—
|
|
||||
Inventory reserve
|
(50.1
|
)
|
|
—
|
|
|
(31.9
|
)
|
|
—
|
|
||||
Prepaid assets
|
(3.8
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Other
|
(1.6
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Total deferred tax liability
|
$
|
(150.6
|
)
|
|
$
|
—
|
|
|
$
|
(40.6
|
)
|
|
$
|
—
|
|
Net deferred income tax asset (liability)
|
$
|
83.9
|
|
|
$
|
0.6
|
|
|
$
|
8.7
|
|
|
$
|
0.5
|
|
|
Year Ended December 31,
|
||
(in millions)
|
2014
|
||
Balance at July 1, 2014
|
$
|
39.8
|
|
Additions
|
2.0
|
|
|
Subtractions
|
—
|
|
|
Balance at end of year
|
$
|
41.8
|
|
|
Year Ended December 31,
|
||||||||||
(in millions)
|
2014
|
|
2013
|
|
2012
|
||||||
Beginning of period
|
$
|
(0.6
|
)
|
|
$
|
(1.7
|
)
|
|
$
|
(1.4
|
)
|
Additions based on tax positions taken during the current period
|
—
|
|
|
—
|
|
|
(0.3
|
)
|
|||
Reductions based on tax positions taken during a prior period
|
0.6
|
|
|
—
|
|
|
—
|
|
|||
Additions based on tax positions taken during a prior period
|
(1.0
|
)
|
|
—
|
|
|
—
|
|
|||
Lapses of statutes of limitations
|
—
|
|
|
1.1
|
|
|
—
|
|
|||
Total gross unrecognized tax benefit
|
$
|
(1.0
|
)
|
|
$
|
(0.6
|
)
|
|
$
|
(1.7
|
)
|
•
|
Registration Rights Agreement:
The Registration Rights Agreement provides the UWWH Stockholder with certain demand and piggyback registration rights. Under this Agreement, the UWWH Stockholder 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. The UWWH Stockholder, 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 commenced
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 registrations in any 365-day period. If Veritiv believes that a registration or an offering would materially affect a significant transaction or would require it to disclose confidential information which it in good faith believes would be adverse to its interest, then Veritiv may delay a registration or filing for no more than
120 days
in a 360-day period.
|
•
|
Tax Receivable Agreement:
The Tax Receivable Agreement sets forth the terms by which Veritiv generally will be obligated to pay the UWWH Stockholder 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 the UWWH Stockholder 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, the UWWH Stockholder 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 the UWWH Stockholder 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.
|
|
Year Ended December 31,
|
||||||||||
(in millions)
|
2014
|
|
2013
|
|
2012
|
||||||
Intercompany sales and purchases, net
|
$
|
255.4
|
|
|
$
|
556.6
|
|
|
$
|
575.2
|
|
Cash pooling and general financing activities
|
(322.5
|
)
|
|
(675.8
|
)
|
|
(695.4
|
)
|
|||
Corporate allocations including income taxes
|
34.7
|
|
|
84.1
|
|
|
84.8
|
|
|||
Net adjustments in conjunction with the Spin-off
|
(49.6
|
)
|
|
—
|
|
|
—
|
|
|||
Total net transfers to International Paper
|
$
|
(82.0
|
)
|
|
$
|
(35.1
|
)
|
|
$
|
(35.4
|
)
|
(in millions)
|
U.S.
|
|
Canada
|
||||
Accumulated benefit obligation at December 31, 2014
|
$
|
93.7
|
|
|
$
|
79.0
|
|
|
|
|
|
||||
Change in projected benefit obligation:
|
|
|
|
||||
Benefit obligation at July 1, 2014
|
$
|
87.9
|
|
|
$
|
92.7
|
|
Service cost
|
0.4
|
|
|
0.1
|
|
||
Interest cost
|
1.7
|
|
|
1.9
|
|
||
Actuarial loss
|
5.9
|
|
|
4.4
|
|
||
Benefits paid
|
(2.0
|
)
|
|
(2.0
|
)
|
||
Settlements
|
(0.2
|
)
|
|
—
|
|
||
Foreign exchange adjustments
|
—
|
|
|
(7.7
|
)
|
||
Projected benefit obligation at December 31, 2014
|
$
|
93.7
|
|
|
$
|
89.4
|
|
Change in plan assets:
|
|
|
|
||||
Plan assets at July 1, 2014
|
$
|
81.6
|
|
|
$
|
68.7
|
|
Employer contributions
|
0.8
|
|
|
2.0
|
|
||
Investment returns
|
0.4
|
|
|
4.1
|
|
||
Benefits paid
|
(2.0
|
)
|
|
(2.0
|
)
|
||
Administrative expenses paid
|
(0.4
|
)
|
|
—
|
|
||
Settlements
|
(0.2
|
)
|
|
—
|
|
||
Currency translation adjustments
|
—
|
|
|
(6.4
|
)
|
||
Plan assets at December 31, 2014
|
$
|
80.2
|
|
|
$
|
66.4
|
|
Underfunded status at December 31, 2014
|
$
|
(13.5
|
)
|
|
$
|
(23.0
|
)
|
|
December 31, 2014
|
||||||
(in millions)
|
U.S.
|
|
Canada
|
||||
Amounts recognized in the Consolidated and Combined Balance Sheets consist of:
|
|
|
|
||||
Other current liabilities
|
$
|
0.1
|
|
|
$
|
0.1
|
|
Defined benefit pension obligations
|
13.4
|
|
|
22.9
|
|
||
Net liability recognized
|
$
|
13.5
|
|
|
$
|
23.0
|
|
|
December 31, 2014
|
||||||
(in millions)
|
U.S.
|
|
Canada
|
||||
Amounts not yet reflected in net periodic benefit cost and included in AOCI consist of:
|
|
|
|
||||
Net loss, net of tax
|
$
|
5.2
|
|
|
$
|
2.2
|
|
|
Year Ended December 31, 2014
|
||||||
(in millions)
|
U.S.
|
|
Canada
|
||||
Components of net periodic benefit cost:
|
|
|
|
||||
Service cost
|
$
|
0.8
|
|
|
$
|
0.1
|
|
Interest cost
|
1.7
|
|
|
1.9
|
|
||
Expected return on plan assets
|
(3.1
|
)
|
|
(1.9
|
)
|
||
Net periodic benefit cost (credit)
|
$
|
(0.6
|
)
|
|
$
|
0.1
|
|
(in millions)
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
Investments – U.S.:
|
|
|
|
|
|
|
|
||||||||
Equity securities
|
$
|
53.3
|
|
|
$
|
53.3
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Fixed income securities
|
26.7
|
|
|
26.7
|
|
|
—
|
|
|
—
|
|
||||
Cash and short-term securities
|
0.2
|
|
|
0.2
|
|
|
—
|
|
|
—
|
|
||||
Total
|
$
|
80.2
|
|
|
$
|
80.2
|
|
|
$
|
—
|
|
|
$
|
—
|
|
(in millions)
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
Investments – Canada:
|
|
|
|
|
|
|
|
||||||||
Equity securities
|
$
|
42.4
|
|
|
$
|
—
|
|
|
$
|
42.4
|
|
|
$
|
—
|
|
Fixed income securities
|
22.9
|
|
|
—
|
|
|
22.9
|
|
|
—
|
|
||||
Cash and short-term securities
|
1.1
|
|
|
1.1
|
|
|
—
|
|
|
—
|
|
||||
Total
|
$
|
66.4
|
|
|
$
|
1.1
|
|
|
$
|
65.3
|
|
|
$
|
—
|
|
|
|
|
|
|
Asset Allocation Range
|
||||||
(in millions)
|
U.S.
|
|
Canada
|
|
U.S.
|
|
Canada
|
||||
Equity securities
|
$
|
53.3
|
|
|
$
|
42.4
|
|
|
55 - 75%
|
|
50 - 70%
|
Fixed income securities
|
26.7
|
|
|
22.9
|
|
|
20 - 40%
|
|
30 - 50%
|
||
Cash and short-term securities
|
0.2
|
|
|
1.1
|
|
|
0 - 10%
|
|
0 - 5%
|
||
Total
|
$
|
80.2
|
|
|
$
|
66.4
|
|
|
|
|
|
|
Year Ended December 31, 2014
|
||||
|
U.S.
|
|
Canada
|
||
Discount rate
|
3.75
|
%
|
|
4.00
|
%
|
Rate of compensation increases
|
N/A
|
|
|
3.00
|
%
|
|
Year Ended December 31, 2014
|
||||
|
U.S.
|
|
Canada
|
||
Discount rate
|
4.05
|
%
|
|
4.30
|
%
|
Rate of compensation increases
|
N/A
|
|
|
3.00
|
%
|
Expected long-term rate of return on assets
|
8.00
|
%
|
|
5.75
|
%
|
(in millions)
|
U.S.
|
|
Canada
|
||||
2015
|
$
|
6.6
|
|
|
$
|
2.5
|
|
2016
|
4.7
|
|
|
2.7
|
|
||
2017
|
4.8
|
|
|
2.8
|
|
||
2018
|
4.8
|
|
|
2.9
|
|
||
2019
|
4.9
|
|
|
3.0
|
|
||
2020-2024
|
27.4
|
|
|
18.3
|
|
•
|
Assets contributed to the multi-employer 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 multi-employer 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)
|
EIN/Pension Plan No.
|
|
Pension Protection Act Zone Status
|
|
FIP/RP Status Pending/Implemented
|
|
Veritiv's Contributions
|
|
Surcharge Imposed
|
|
Expiration Date(s) of Collective Bargaining Agreement(s)
|
||||||||||
Pension Fund
|
|
|
|
2014
|
|
2013
|
|
2012
|
|
|
|||||||||||
Western Conference of Teamsters Pension Trust Fund
(1)
|
916145047/001
|
|
Green
|
|
No
|
|
$
|
1.5
|
|
|
$
|
1.2
|
|
|
$
|
1.3
|
|
|
No
|
|
9/30/2013 - 1/31/2017
|
Central States, Southeast & Southwest Areas Pension Fund
|
366044243/001
|
|
Red
|
|
Implemented
|
|
0.3
|
|
|
0.2
|
|
|
0.2
|
|
|
Yes
|
|
2/28/2015 - 11/30/2016
|
|||
Teamsters Pension Plan of Philadelphia & Vicinity
|
231511735/001
|
|
Yellow
|
|
Implemented
|
|
0.3
|
|
|
0.3
|
|
|
0.3
|
|
|
Yes
|
|
3/31/2015 - 7/31/2015
|
|||
Graphic Arts Industry Joint Pension Trust
|
521074215/001
|
|
Red
|
|
Implemented
|
|
0.1
|
|
|
0.1
|
|
|
0.1
|
|
|
Yes
|
|
6/16/2016
|
|||
New England Teamsters & Trucking Industry Pension
|
046372430/001
|
|
Red
|
|
Implemented
|
|
0.5
|
|
|
0.5
|
|
|
0.5
|
|
|
Yes
|
|
9/30/2017 & 11/30/2017
|
|||
Western Pennsylvania Teamsters and Employers Pension Plan
|
256029946/001
|
|
Red
|
|
Implemented
|
|
0.2
|
|
|
0.2
|
|
|
0.2
|
|
|
Yes
|
|
3/31/2016 & 3/31/2017
|
|||
Contributions for individually significant plans
|
|
|
|
|
|
|
2.9
|
|
|
2.5
|
|
|
2.6
|
|
|
|
|
|
|||
Contributions to other multi-employer plans
|
|
|
|
|
|
|
0.3
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|||
Total contributions
|
|
|
|
|
|
|
$
|
3.2
|
|
|
$
|
2.5
|
|
|
$
|
2.6
|
|
|
|
|
|
(in millions)
|
|
Contingent Liability
|
||
Beginning balance, July 1, 2014
|
|
$
|
58.8
|
|
Change in fair value adjustment
|
|
1.7
|
|
|
Balance at December 31, 2014
|
|
$
|
60.5
|
|
(in millions)
|
December 31,
|
|
December 31,
|
||||
2014
|
|
2013
|
|||||
Rebates receivable
|
$
|
58.1
|
|
|
$
|
18.4
|
|
Prepaid expenses
|
25.7
|
|
|
5.6
|
|
||
Other
|
25.5
|
|
|
2.3
|
|
||
Other current assets
|
$
|
109.3
|
|
|
$
|
26.3
|
|
(in millions)
|
December 31,
|
|
December 31,
|
||||
2014
|
|
2013
|
|||||
Deferred financing costs
|
$
|
19.9
|
|
|
$
|
—
|
|
Investments in real estate joint ventures
|
5.7
|
|
|
—
|
|
||
Below market leasehold agreements
|
6.0
|
|
|
—
|
|
||
Other
|
12.3
|
|
|
9.4
|
|
||
Other non-current assets
|
$
|
43.9
|
|
|
$
|
9.4
|
|
(in millions)
|
December 31,
|
|
December 31,
|
||||
2014
|
|
2013
|
|||||
Accrued payroll and related taxes
|
$
|
32.4
|
|
|
$
|
11.2
|
|
Accrued commissions
|
37.0
|
|
|
25.9
|
|
||
Other
|
41.7
|
|
|
17.8
|
|
||
Accrued payroll and benefits
|
$
|
111.1
|
|
|
$
|
54.9
|
|
(in millions)
|
December 31,
|
|
December 31,
|
||||
2014
|
|
2013
|
|||||
Accrued taxes
|
$
|
15.3
|
|
|
$
|
6.4
|
|
Accrued customer incentives
|
24.1
|
|
|
12.8
|
|
||
Accrued freight
|
10.1
|
|
|
2.4
|
|
||
Accrued professional fees
|
15.1
|
|
|
—
|
|
||
Other
|
35.9
|
|
|
14.9
|
|
||
Other accrued liabilities
|
$
|
100.5
|
|
|
$
|
36.5
|
|
(in millions)
|
December 31,
|
|
December 31,
|
||||
2014
|
|
2013
|
|||||
Contingent liability associated with Tax Receivable Agreement
|
$
|
60.5
|
|
|
$
|
—
|
|
Deferred compensation
|
18.2
|
|
|
—
|
|
||
Straight-line rent
|
9.4
|
|
|
9.2
|
|
||
Above market leasehold agreements
|
7.0
|
|
|
—
|
|
||
Other
|
12.1
|
|
|
3.3
|
|
||
Other non-current liabilities
|
$
|
107.2
|
|
|
$
|
12.5
|
|
|
Year Ended December 31,
|
||||||||||
(in millions, except share and per share data)
|
2014
|
|
2013
|
|
2012
|
||||||
Income (loss) from continuing operations
|
$
|
(19.5
|
)
|
|
$
|
(0.0
|
)
|
|
$
|
14.4
|
|
Income (loss) from discontinued operations, net of income taxes
|
(0.1
|
)
|
|
0.2
|
|
|
(10.0
|
)
|
|||
Net income (loss)
|
$
|
(19.6
|
)
|
|
$
|
0.2
|
|
|
$
|
4.4
|
|
|
|
|
|
|
|
||||||
Weighted-average number of shares outstanding – basic and diluted
|
12,080,000
|
|
|
8,160,000
|
|
|
8,160,000
|
|
|||
Earnings (loss) per share:
|
|
|
|
|
|
||||||
Basic and diluted
|
|
|
|
|
|
||||||
Continuing operations
|
$
|
(1.61
|
)
|
|
$
|
(0.00
|
)
|
|
$
|
1.76
|
|
Discontinued operations
|
(0.01
|
)
|
|
0.02
|
|
|
(1.23
|
)
|
|||
Basic and diluted earnings (loss) per share
|
$
|
(1.62
|
)
|
|
$
|
0.02
|
|
|
$
|
0.53
|
|
(in millions)
|
December 31, 2014
|
|
December 31, 2013
|
||||
Foreign currency translation adjustments
|
$
|
(14.7
|
)
|
|
$
|
(4.7
|
)
|
Adjustments to pension and other benefit liabilities, net of tax
|
(7.4
|
)
|
|
—
|
|
||
Accumulated other comprehensive loss
|
$
|
(22.1
|
)
|
|
$
|
(4.7
|
)
|
|
Year Ended December 31,
|
||||||||||
(in millions)
|
2014
|
|
2013
|
|
2012
|
||||||
Total stock-based compensation expense
|
$
|
4.3
|
|
|
$
|
15.4
|
|
|
$
|
13.1
|
|
Income tax benefit related to stock-based compensation
|
$
|
1.3
|
|
|
$
|
8.5
|
|
|
$
|
6.2
|
|
|
Year Ended December 31,
|
||||||||||
(in millions)
|
2014
|
|
2013
|
|
2012
|
||||||
Loss from operations
|
$
|
(0.1
|
)
|
|
$
|
(0.5
|
)
|
|
$
|
(0.4
|
)
|
Restructuring and disposal income (loss)
|
—
|
|
|
0.7
|
|
|
(10.1
|
)
|
|||
(Loss) income from discontinued operations, net of income tax benefit of $0.0, $0.0 and $0.5, respectively
|
(0.1
|
)
|
|
0.2
|
|
|
(10.0
|
)
|
•
|
Print
– The Print segment sells and distributes commercial printing, writing, copying, digital, wide format and specialty paper products, graphics consumables and graphics equipment primarily in the U.S., Canada and Mexico. This segment also includes customized paper conversion services of commercial printing paper for distribution to document centers and form printers.
|
•
|
Publishing
– The Publishing segment sells and distributes coated and uncoated commercial printing papers to publishers, retailers, converters, printers and specialty businesses for use in magazines, catalogs, books, directories, gaming, couponing, retail inserts and direct mail. This segment also provides print management, procurement and supply chain management solutions to simplify paper and print procurement processes for its customers.
|
•
|
Packaging
– The Packaging segment provides standard as well as custom and comprehensive packaging solutions for customers based in North America and in key global markets. The business is strategically focused on higher growth industries including light industrial/general manufacturing, food processing and manufacturing, fulfillment and internet retail, as well as niche verticals based on geographical and functional expertise.
|
•
|
Facility Solutions
– The Facility Solutions segment sources and sells cleaning, break-room and other supplies such as towels, tissues, wipers and dispensers, can liners, commercial cleaning chemicals, soaps and sanitizers, sanitary maintenance supplies and equipment, safety and hazard supplies, and shampoos and amenities primarily in the U.S., Canada and Mexico.
|
(in millions)
|
Print
|
|
Publishing
|
|
Packaging
|
|
Facility Solutions
|
|
Corporate & Other
|
|
Total
|
||||||||||||
Year Ended December 31, 2014
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net sales
|
$
|
2,956.1
|
|
|
$
|
1,075.5
|
|
|
$
|
2,259.4
|
|
|
$
|
1,070.3
|
|
|
$
|
45.2
|
|
|
$
|
7,406.5
|
|
Adjusted EBITDA
|
$
|
55.4
|
|
|
$
|
27.1
|
|
|
$
|
157.0
|
|
|
$
|
33.6
|
|
|
$
|
(151.1
|
)
|
|
$
|
122.0
|
|
Depreciation and amortization
|
$
|
9.7
|
|
|
$
|
1.4
|
|
|
$
|
9.7
|
|
|
$
|
4.6
|
|
|
$
|
12.2
|
|
|
$
|
37.6
|
|
Restructuring charges
|
$
|
1.5
|
|
|
$
|
—
|
|
|
$
|
1.4
|
|
|
$
|
0.6
|
|
|
$
|
0.5
|
|
|
$
|
4.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Year Ended December 31, 2013
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net sales
|
$
|
2,399.6
|
|
|
$
|
807.9
|
|
|
$
|
1,600.3
|
|
|
$
|
844.6
|
|
|
$
|
—
|
|
|
$
|
5,652.4
|
|
Adjusted EBITDA
|
$
|
43.9
|
|
|
$
|
16.4
|
|
|
$
|
117.9
|
|
|
$
|
14.4
|
|
|
$
|
(118.4
|
)
|
|
$
|
74.2
|
|
Depreciation and amortization
|
$
|
4.4
|
|
|
$
|
0.6
|
|
|
$
|
2.6
|
|
|
$
|
1.5
|
|
|
$
|
8.0
|
|
|
$
|
17.1
|
|
Restructuring charges
|
$
|
15.7
|
|
|
$
|
1.1
|
|
|
$
|
11.7
|
|
|
$
|
7.4
|
|
|
$
|
2.0
|
|
|
$
|
37.9
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Year Ended December 31, 2012
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net sales
|
$
|
2,651.2
|
|
|
$
|
822.7
|
|
|
$
|
1,593.9
|
|
|
$
|
944.2
|
|
|
$
|
—
|
|
|
$
|
6,012.0
|
|
Adjusted EBITDA
|
$
|
53.0
|
|
|
$
|
13.8
|
|
|
$
|
123.6
|
|
|
$
|
19.2
|
|
|
$
|
(120.1
|
)
|
|
$
|
89.5
|
|
Depreciation and amortization
|
$
|
6.1
|
|
|
$
|
0.6
|
|
|
$
|
2.8
|
|
|
$
|
1.8
|
|
|
$
|
2.7
|
|
|
$
|
14.0
|
|
Restructuring charges
|
$
|
20.4
|
|
|
$
|
0.3
|
|
|
$
|
7.1
|
|
|
$
|
5.0
|
|
|
$
|
2.3
|
|
|
$
|
35.1
|
|
|
Year Ended December 31,
|
||||||||||
(in millions)
|
2014
|
|
2013
|
|
2012
|
||||||
Income (loss) from continuing operations before income taxes
|
$
|
(21.6
|
)
|
|
$
|
0.4
|
|
|
$
|
23.5
|
|
Interest expense, net
|
14.0
|
|
|
—
|
|
|
—
|
|
|||
Depreciation and amortization
|
37.6
|
|
|
17.1
|
|
|
14.0
|
|
|||
Restructuring charges
|
4.0
|
|
|
37.9
|
|
|
35.1
|
|
|||
Non-restructuring stock-based compensation
|
4.0
|
|
|
13.1
|
|
|
13.1
|
|
|||
LIFO expense
|
6.3
|
|
|
3.4
|
|
|
1.0
|
|
|||
Non-restructuring severance charges
|
2.6
|
|
|
2.3
|
|
|
0.6
|
|
|||
Merger and integration expenses
|
75.1
|
|
|
—
|
|
|
—
|
|
|||
Fair value adjustment on TRA contingent liability
|
1.7
|
|
|
—
|
|
|
—
|
|
|||
Other
|
(1.7
|
)
|
|
—
|
|
|
2.2
|
|
|||
Total Adjusted EBITDA
|
$
|
122.0
|
|
|
$
|
74.2
|
|
|
$
|
89.5
|
|
(in millions)
|
December 31, 2014
|
|
December 31, 2013
|
||||
Print
|
$
|
949.1
|
|
|
$
|
517.4
|
|
Publishing
|
207.6
|
|
|
79.8
|
|
||
Packaging
|
797.6
|
|
|
398.7
|
|
||
Facility Solutions
|
381.3
|
|
|
201.7
|
|
||
Corporate & Other
|
238.9
|
|
|
59.3
|
|
||
Total assets
|
$
|
2,574.5
|
|
|
$
|
1,256.9
|
|
|
Net Sales
(1)
|
|
Property and Equipment, Net
|
||||||||||||||||
|
Year Ended December 31,
|
|
December 31, 2014
|
|
December 31, 2013
|
||||||||||||||
(in millions)
|
2014
|
|
2013
|
|
2012
|
|
|
||||||||||||
U.S.
|
$
|
6,848.9
|
|
|
$
|
5,508.5
|
|
|
$
|
5,830.9
|
|
|
$
|
355.0
|
|
|
$
|
106.1
|
|
Canada
|
408.2
|
|
|
25.2
|
|
|
32.6
|
|
|
18.7
|
|
|
—
|
|
|||||
Rest of world
|
149.4
|
|
|
118.7
|
|
|
148.5
|
|
|
3.7
|
|
|
1.0
|
|
|||||
Total
|
$
|
7,406.5
|
|
|
$
|
5,652.4
|
|
|
$
|
6,012.0
|
|
|
$
|
377.4
|
|
|
$
|
107.1
|
|
|
2014
|
||||||||||||||
(in millions, except share and per share data)
|
Three Months Ended
|
||||||||||||||
|
March 31
|
|
June 30
|
|
September 30
(2)
|
|
December 31
(3)
|
||||||||
Net sales
|
$
|
1,307.4
|
|
|
$
|
1,329.0
|
|
|
$
|
2,390.3
|
|
|
$
|
2,379.8
|
|
Cost of products sold
|
1,088.5
|
|
|
1,116.7
|
|
|
1,987.1
|
|
|
1,988.6
|
|
||||
Income (loss) from continuing operations
|
5.6
|
|
|
2.9
|
|
|
(14.0
|
)
|
|
(14.0
|
)
|
||||
Loss from discontinued operations, net of income taxes
|
(0.1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Net income (loss)
|
5.5
|
|
|
2.9
|
|
|
(14.0
|
)
|
|
(14.0
|
)
|
||||
|
|
|
|
|
|
|
|
||||||||
Weighted-average number of shares outstanding – basic and diluted
|
8,160,000
|
|
8,160,000
|
|
16,000,000
|
|
16,000,000
|
||||||||
Earnings (loss) per share
(1)
:
|
|
|
|
|
|
|
|
||||||||
Basic and diluted
|
|
|
|
|
|
|
|
||||||||
Continuing operations
|
$
|
0.69
|
|
|
$
|
0.36
|
|
|
$
|
(0.88
|
)
|
|
$
|
(0.88
|
)
|
Discontinued operations
|
(0.01
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Basic and diluted earnings (loss) per share
|
$
|
0.68
|
|
|
$
|
0.36
|
|
|
$
|
(0.88
|
)
|
|
$
|
(0.88
|
)
|
|
|
|
|
|
|
|
|
||||||||
|
2013
|
||||||||||||||
|
Three Months Ended
|
||||||||||||||
|
March 31
(4)
|
|
June 30
(5)
|
|
September 30
(6)
|
|
December 31
(7)
|
||||||||
Net sales
|
$
|
1,388.4
|
|
|
$
|
1,402.9
|
|
|
$
|
1,442.8
|
|
|
$
|
1,418.3
|
|
Cost of products sold
|
1,159.3
|
|
|
1,172.1
|
|
|
1,214.1
|
|
|
1,191.3
|
|
||||
Income (loss) from continuing operations
|
(0.9
|
)
|
|
(2.3
|
)
|
|
5.2
|
|
|
(2.0
|
)
|
||||
Income (loss) from discontinued operations, net of income taxes
|
0.2
|
|
|
(0.1
|
)
|
|
(0.1
|
)
|
|
0.2
|
|
||||
Net income (loss)
|
(0.7
|
)
|
|
(2.4
|
)
|
|
5.1
|
|
|
(1.8
|
)
|
||||
|
|
|
|
|
|
|
|
||||||||
Weighted-average number of shares outstanding – basic and diluted
|
8,160,000
|
|
8,160,000
|
|
8,160,000
|
|
8,160,000
|
||||||||
Earnings (loss) per share
(1)
:
|
|
|
|
|
|
|
|
||||||||
Basic and diluted
|
|
|
|
|
|
|
|
||||||||
Continuing operations
|
$
|
(0.11
|
)
|
|
$
|
(0.28
|
)
|
|
$
|
0.64
|
|
|
$
|
(0.25
|
)
|
Discontinued operations
|
0.02
|
|
|
(0.01
|
)
|
|
(0.01
|
)
|
|
0.02
|
|
||||
Basic and diluted earnings (loss) per share
|
$
|
(0.09
|
)
|
|
$
|
(0.29
|
)
|
|
$
|
0.63
|
|
|
$
|
(0.23
|
)
|
|
|
VERITIV CORPORATION
|
|
|
|
(Registrant)
|
|
|
|
|
|
|
|
By:
|
/s/ Mary A. Laschinger
|
|
|
|
Name: Mary A. Laschinger
|
|
|
|
Title: Chairman and Chief Executive Officer
|
(i)
|
Principal executive officer:
|
|
|
/s/ Mary A. Laschinger
|
Chairman of the Board of Directors and Chief Executive Officer
|
|
Mary A. Laschinger
|
|
|
|
|
(ii)
|
Principal financial officer:
|
|
|
/s/ Stephen J. Smith
|
Senior Vice President and Chief Financial Officer
|
|
Stephen J. Smith
|
|
|
|
|
(iii)
|
Principal accounting officer:
|
|
|
/s/ W. Forrest Bell
|
Chief Accounting Officer
|
|
W. Forrest Bell
|
|
|
|
|
(iv)
|
The Directors:
|
|
|
/s/ Allan R. Dragone, Jr.
|
Director
|
|
Allan R. Dragone, Jr.
|
|
|
|
|
|
/s/ Daniel T. Henry
|
Director
|
|
Daniel T. Henry
|
|
|
|
|
|
/s/ Tracy A. Leinbach
|
Director
|
|
Tracy A. Leinbach
|
|
|
|
|
|
/s/ Seth A. Meisel
|
Director
|
|
Seth A. Meisel
|
|
|
|
|
|
/s/ William E. Mitchell
|
Director
|
|
William E. Mitchell
|
|
|
|
|
|
/s/ Michael P. Muldowney
|
Director
|
|
Michael P. Muldowney
|
|
|
|
|
|
/s/ Charles G. Ward, III
|
Director
|
|
Charles G. Ward, III
|
|
|
|
|
|
/s/ John J. Zillmer
|
Director
|
|
John J. Zillmer
|
|
Exhibit No.
|
|
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.
|
|
|
|
Exhibit No.
|
|
Description
|
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
|
|
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.
|
|
|
|
10.11†
|
|
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.
|
|
|
|
10.12†
|
|
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.
|
|
|
|
10.13†
|
|
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.
|
|
|
|
10.14†
|
|
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.
|
|
|
|
10.15†
|
|
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.
|
|
|
|
10.16†
|
|
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.
|
|
|
|
10.17†
|
|
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.
|
|
|
|
10.18†
|
|
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.
|
|
|
|
10.19†
|
|
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.
|
|
|
|
10.20†
|
|
Veritiv Corporation Deferred Compensation Savings Plan, incorporated by reference from Exhibit 10.20 to the Registrant's Form 10-Q filed on November 14, 2014.
|
|
|
|
10.21†*
|
|
Form of Director Deferred Share Unit Award Agreement.
|
|
|
|
10.22†*
|
|
Form of Restricted Stock Unit Award Agreement.
|
|
|
|
10.23†*
|
|
Form of Performance Share Award Agreement (Adjusted EBITDA Performance Shares).
|
|
|
|
10.24†*
|
|
Form of Performance Share Award Agreement (Relative TSR Performance Shares).
|
|
|
|
10.25†*
|
|
Veritiv Corporation Annual Incentive Plan (as adopted on March 4, 2015).
|
|
|
|
10.26†*
|
|
Veritiv Corporation Executive Severance Plan (as adopted and effective as of March 4, 2015).
|
Name of Grantee
:
|
[•]
|
Number of Deferred Share Units
:
|
[•]
|
Grant Date
:
|
[•]
|
Fully Vested Award
:
|
The Deferred Share Units are fully vested and nonforfeitable as of the Grant Date, and shall be paid to the Grantee in cash at the time provided in the attached terms and conditions.
|
Name of Grantee
:
|
[•]
|
Number of Restricted Stock Units
:
|
[•]
|
Grant Date
:
|
[•]
|
Vesting Date
:
|
The third anniversary of the Grant Date.
|
Name of Grantee
:
|
[•]
|
Performance Shares
:
|
[•]
|
Grant Date
:
|
[•]
|
Performance Periods
:
|
January 1, [•] to December 31, [•],
|
Adjusted EBITDA
:
|
The Company’s earnings before interest, income taxes, depreciation and amortization, restructuring charges (income), non-restructuring stock-based compensation expense, LIFO (income) expense, asset impairment charge, non-restructuring severance charges, (gain) loss on sale of joint venture, merger and integration expenses, purchase accounting adjustments, loss from discontinued operations, net of income taxes, and such other adjustments as may be permitted in determining the Company’s “Consolidated EBITDA” pursuant to that certain ABL Credit Agreement dated July 1, 2014 among the Company and certain other parties named therein (as the same may be amended from time to time); provided, however that no adjustment will be made that would cause the Performance-Based Award to lose any otherwise available qualification as “performance-based compensation” within the meaning of Section 162(m)(4)(C) of the Code.
|
Vesting Date
:
|
[•], or such earlier date after the end of the last Performance Period as determined by the Administrator, in its sole discretion.
|
Performance Level
|
Adjusted EBITDA
|
Payout % of Target
|
Below Threshold
|
less than $[•]
|
0%
|
Threshold
|
$[•]
|
50%
|
Target
|
$[•]
|
100%
|
Maximum or above
|
$[•] or more
|
200%
|
Name of Grantee
:
|
[•]
|
Performance Shares
:
|
[•]
|
Grant Date
:
|
[•]
|
Performance Periods
:
|
January 1, [•] to December 31, [•],
|
Relative TSR
:
|
The percentile ranking of the Company’s total shareholder return relative to the total shareholder return of the applicable peer group established hereunder (the “
Peer Group
”) over the applicable Performance Period. For purposes of this Award Agreement, “total shareholder return” or TSR means the percentage equal to (a) the appreciation in the stock price of a company from the beginning of the applicable Performance Period to the end of the applicable Performance Period, plus dividends deemed reinvested in company stock on a monthly basis, divided by (b) the stock price of the company at the beginning of the applicable Performance Period. For this purpose, stock prices at the beginning and end of each Performance Period will be determined using the trailing average closing stock price of the 30 days prior to the beginning and end of the applicable Performance Period, as applicable.
|
|
|
|
|
90
th
Percentile or higher
|
200%
|
70
th
Percentile
|
150%
|
50
th
Percentile
|
100%
|
25
th
Percentile
|
50%
|
< 25
th
Percentile
|
0%
|
Vesting Date
:
|
March 31, [•], or such earlier date after the end of the last Performance Period as determined by the Administrator, in its sole discretion.
|
(a)
|
to designate within the Determination Period the Participants for a Performance Period;
|
(b)
|
to establish within the Determination Period the performance goals and other terms and conditions that are to apply to each Participant’s Individual Award Opportunity, including the extent to which any incentive payment shall be made to a Participant in the event of (A) the Participant’s termination of employment with the Company due to disability, retirement, death or any other reason or (B) a change of control of the Company;
|
(c)
|
to determine the form of payment of Individual Award Opportunities, which may include, without limitation, cash, shares of Company common
|
(d)
|
to determine and certify in writing prior to the payment under any Individual Award Opportunity that the performance goals for a Performance Period and other material terms applicable to the Individual Award Opportunity have been satisfied;
|
(e)
|
subject to the requirements of Section 409A of the Code, to decide whether, and under what circumstances and subject to what terms, Individual Award Opportunities are to be paid on a deferred basis, including whether such a deferred payment shall be made solely at the Committee’s discretion or whether a Participant may elect deferred payment; and
|
(f)
|
to adopt, revise, suspend, waive or repeal, when and as appropriate, in its sole and absolute discretion, such administrative rules, guidelines and procedures for the Plan as it deems necessary or advisable to implement the terms and conditions of the Plan.
|
Name of Subsidiary
|
Jurisdiction
|
Alco Realty, Inc.
|
Delaware
|
Graph Comm Holdings International, Inc.
|
California
|
Graph Comm International (UK Branch Office)
|
United Kingdom
|
Graphic Communications Holdings, Inc.
|
California
|
Graphic Communications Holdings, Inc. (Mexico Branch Office)
|
Mexico
|
MC xpedx, S. de R.L. de C.V.
|
Mexico
|
Oficina Central de Servicios, S. A. de C. V.
|
Mexico
|
Papelera Kif de Mexico, S. A. de C. V.
|
Mexico
|
Paper Corporation of America
|
Delaware
|
Servicios Resources for Uni-Worldwide, S.A. de C.V.
|
Mexico
|
Unisource Belgium BVBA
|
Belgium
|
Unisource Canada, Inc.
|
Canada
|
Unisource Global Solutions - Malaysia Sdn. Bhd.
|
Malaysia
|
Unisource Global Solutions - Singapore Pte. Ltd.
|
Singapore
|
Unisource International China, Inc.
|
Delaware
|
Unisource International Holdings, Inc.
|
Delaware
|
Unisource International Holdings, Inc. Chengdu Rep Office
|
China
|
Unisource International Holdings, Inc. Shanghai Rep Office
|
China
|
Unisource International Holdings, Inc. Shenzhen Rep Office
|
China
|
Unisource International Holdings, Inc. Taiwan Rep Office
|
Taiwan
|
Unisource International Holdings Poland, Inc.
|
Delaware
|
Unisource International Holdings Poland, Inc. (Poland Branch Office)
|
Poland
|
Unisource International SA, Inc.
|
Delaware
|
Unisource Serviços Para Impressões Ltda.
|
Brazil
|
Unisource Serviços Para Impressões Ltda. (Brazil Branch Office)
|
Brazil
|
Unisource Sweden AB
|
Sweden
|
Unisource Trading (Shanghai) Co., Ltd
|
China
|
Unisource Trading (Shanghai) Co., Ltd - Shenzhen Branch
|
China
|
Unisource Worldwide, Inc.
|
Delaware
|
UWW Corporativos, S.A. de C.V.
|
Mexico
|
Veritiv Netherlands B.V.
|
Netherlands
|
xpedx Holdings S.A.R.L.
|
Luxembourg
|
xpedx International Inc.
|
Delaware
|
xpedx, LLC
|
New York
|
xpedx Mexico Nominee Holdings S.A.R.L.
|
Luxembourg
|
xpedx, S.A. de C.V.
|
Mexico
|
1.
|
I have reviewed this Annual Report on Form 10-K of Veritiv Corporation;
|
|
|
|
|
2.
|
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;
|
|
|
|
|
3.
|
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;
|
|
|
|
|
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
|
|
|
|
|
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
|
|
|
|
|
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
|
|
|
|
5.
|
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):
|
|
|
|
|
|
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
|
|
|
|
|
b)
|
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.
|
Date:
|
March 24, 2015
|
/s/ Mary A. Laschinger
|
Mary A. Laschinger
|
Chairman and Chief Executive Officer
|
1.
|
I have reviewed this Annual Report on Form 10-K of Veritiv Corporation;
|
|
|
|
|
2.
|
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;
|
|
|
|
|
3.
|
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;
|
|
|
|
|
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
|
|
|
|
|
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
|
|
|
|
|
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)
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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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March 24, 2015
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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)
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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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March 24, 2015
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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)
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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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March 24, 2015
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