Tom Morabito – Director of Investor Relations Mary Laschinger – Chairman and Chief Executive Officer Steve Smith – Senior Vice President and Chief Financial Officer

Keith Hughes – SunTrust Chip Dillon – Vertical Research

Good morning. And welcome to the Veritiv Corporation's Third Quarter 2015 Financial Results Conference Call. As a reminder, today's call is being recorded. We will begin with opening remarks and introductions. At this time, I would like to turn the call over to Tom Morabito, Director of Investor Relations. Mr. Morabito, you may begin.

Thank you Ian, and good morning everyone. Thank you all for joining us. Today, you will hear prepared remarks from Mary Laschinger, our Chairman and Chief Executive Officer; and Steve Smith, our Chief Financial Officer. Afterward, we will take your questions. Before we begin, please note that some of the statements made in today's presentation regarding the intentions, beliefs, expectations and/or predictions of the future by the company and/or management are forward-looking. Actual results could differ in a material manner. Additional information that could cause results to differ from those in the forward-looking statements is contained in the company's SEC filings. This includes but is not limited to risk factors contained in our 2014 Annual Report on Form 10-K and in the news release issued this morning, which is posted in the Investors section at veritivcorp.com. Non-GAAP financial measures are included in our comments today and in the presentation slides. The reconciliation of these non-GAAP measures to the applicable GAAP measures are included at the end of the presentation slides and can also be found in the Investors section of our website. At this time, I’d like to turn the call over to our Mary.

Thanks, Tom. Good morning, everyone. And thank you for joining us today. We are pleased with our third quarter 2015 financial results, which we will review in detail today. We will also cover key developments in the quarter and provide an update on our ongoing integration efforts. For the third quarter 2015 net sales were approximately $2.2 billion, down roughly 7% from the prior year. Despite the net sales decline we reported consolidated adjusted EBITDA of approximately $61 million, about an 18% increase year-over-year. This increase was primarily a result of our continued companywide focus on synergy capture and efficiency improvements. Customer mix decisions and a benefit from lower fuel prices also contributed to the improved earnings. For the year, we remain on track to reach the mid to higher end of our adjusted EBITDA guidance. There were two main factors that drove the year-over-year decline in net sales for the third quarter. First; our core performance, which excludes the effect of foreign currency and day count differences accounted for 5.5% of the revenue decline. This decrease was attributable to domestic softness in the industrial sector, challenging economic conditions in Canada and a continued decline in the paper industry. As a reminder it’s important to note that the overall decline in our core business performance includes the impact of strategic voluntary decisions to be more selective with our revenue streams. Our revenue performance reflect decisions that were made in previous quarters and it will take a full year’s time to fully lap the decrease volume associated with those decisions. However, we continue to see the benefits of these decisions through margin improvement reflected in improved adjusted EBIDTA as a percentage of net sales for both our print and publishing segments and Veritiv as a whole. Second, currency headwinds, primarily associated with the weakened Canadian dollar negatively impacted the top line by 1.6% in total. Facility solutions was especially impacted as approximately 20% of that segments revenue stream is generated in Canada, which accounted for roughly half of that segments revenue decline in the quarter. As I mentioned last quarter 2015 is a foundational year for Veritiv, and I’d like to share few of our recent milestones and upcoming development that are important for our long term goals. First; we successfully completed the migration of the remaining information technology system under the transition services agreement marking 100% completion and eliminating Veritiv dependents on International Paper for IT services and support. The completion of this separation from International Paper was especially important because it positioned us to make a decision on our common suite of information technology applications and core operating system. We have since finished our assessment of our core operating systems and have chosen the best elements of both legacy operating systems and we’ll be upgrading our current warehouse management system across our distribution network. This approach requires less change and is more cost effective than in new ERP system and provides a best-in-class suite of applications to operate the business, minimize risk and develop a sustainable platform for the future. We will begin systems transitions in the first part of 2016. We have also made significant progress on our sourcing strategies, which have been a key driver of our 2015 synergies and improved earnings. We are currently in the implementation phase and have adjusted our product mix in certain categories to better support and deliver a comprehensive suite of products. These choices allow us to focus on our key supply partners and continue to ensure that we have the inventory of high quality products available for our customers. These relationships help create a greater value for our customers, suppliers and Veritiv, which is consistent with our synergy plans. Finally, we are on schedule to establish Veritiv’s internal control environment under the Sarbanes-Oxley guidelines by the end of this year. This has been a substantial undertaking and we are pleased with our progress to date. Before I turn it over to Steve, I’d like to summarize by saying we’ve come a long way since the merger, and I’m pleased with the integration work we have accomplished thus far. I’d like to thank the entire Veritiv team for their continued hard work and dedication. It is through their steady execution that we are able to solidify Veritiv as a leading distribution solutions company. Now, Steve is going to take you through the details of our third quarter financial performance.

Thank you Mary, and good morning everyone. Let's first look at the overall results for both the quarter and nine months ended September 30, 2015 with the year-to-date financials compared to the prior year period on a pro forma basis as if the merger had occurred at the beginning of the prior year. For the third quarter 2015, we had net sales of $2.2 billion, down 7.1% from the prior year period. Net sales per shipping day was also down 7.1% year-over-year. Excluding the effect of foreign currency, net sales decline 5.5%. Our cost of product sold for the quarter was approximately $1.8 billion. Net sales less cost of product sold was $394 million. Net sales less cost of products sold as a percentage of net sales was 17.8%, up approximately 88 basis points from the prior year period. Adjusted EBITDA for the third quarter was $60.6 million, an increase of approximately 18% from the prior year period. Adjusted EBITDA as a percentage of net sales for the third quarter increased to 2.7%, up 58 basis points from the prior year period. In other words despite a core revenue decline of 5.5%, Veritiv improved both its adjusted EBITDA and adjusted EBITDA margin as a percentage of net sales. These increases were accomplished through a combination of market, customer and product choices, our continued companywide focus on efficiency improvements, and a strong program management of the integration. For the nine months ended September 30, 2015 we had net sales of $6.5 billion, down 6% from the prior year period. Our net sales per shipping day was down 5.5% year-over-year. The difference in these rates decline is attributable to the day count difference in the first quarter of 2015 when we had one less shipping day compared to the prior nine month period. This day count difference only exists in the first quarter of 2015, what will impact all of our 2015 year-to-date comparisons versus 2014, and will generate a drag on the full-year revenue comparisons of about 40 basis points. Adjusting for both currency and an identical day count basis, net sales declined 4.3% year-to-date. For the nine month period, our cost of products sold was approximately $5.4 billion. Net sales less cost of product sold was approximately $1.2 billion. Net sales less cost of products sold as a percentage of net sales was 17.8%, up 84 basis points from the prior year period. Adjusted EBITDA year-to-date was $129.7 million, an increase of over 14% from the prior year period. Adjusted EBITDA as a percentage of net sales increased to 2.0%, up 36 basis points from the prior year period. We are pleased with this continued improvement in our earnings and margins. Let’s now move into the segment results for both the quarter and nine months ended September 30, 2015, again, with the year-to-date financials compared to the prior year period on a pro forma basis as if the merger had occurred at the beginning of the prior year. In the third quarter, the print segment experienced a 12.1% decline in net sales. Removing the impact of foreign currency, our print revenue was off about 11%. It is important to note that nearly one half of the third quarter revenue decline in this segment was the result of voluntary strategic customer choices made by Veritiv earlier in the year. Year-to-date, the print segment experienced an 11.1% decline in net sales, adjusting for currency and one extra day in the prior period, the print segment sales were off 9.7% year-to-date. In spite of these declines adjusted EBITDA for the print segment increased 13.2% year-over-year to $23.2 million in the third quarter, resulting in an increase in adjusted EBITDA as a percentage of net sales of 62 basis points. Year-to-date adjusted EBITDA for the print segment increased 13.3% year-over-year to $57.1 million, resulting in an increase in adjusted EBITDA as a percentage of net sales of 50 basis points. The combination of better customer and product mix and lower operating and selling expenses more than offset the volume pressures and led to the growth in adjusted EBITDA. In the third quarter, our publishing segment had a 10.4% decline in net sales. Removing the impact of foreign currency, our publishing segment was down 10.1%. This decline was particularly affected by reduced volumes in magazine and insert advertisements, as customers adjusted their promotional mix. Year-to-date, publishing segment experienced a 6.6% decline in net sales, but was off 5.9% after adjusting for foreign currency and one more day in the prior year. This segment contributed $9.3 million of adjusted EBITDA in the quarter, which was about a 1.1% increase from the prior year period and largely a result of an operating expense reductions and margin improvements. Adjusted EBITDA as a percentage of net sales was 3.1%, up 35 basis points versus the prior year period. Year-to-date adjusted EBITDA was $23.1 million and flat year-over-year. Adjusted EBITDA margins for the nine months improved 17 basis points from the prior year period. In the third quarter, our facility solutions group declined 7.2% in net sales and contributed $12.7 million in adjusted EBITDA. As Mary mentioned about 20% of that segment's revenue stream is generated in Canada and the weakened Canadian dollar, particularly impacted the top line for this segment. Removing the effect of foreign currency, net sales for the quarter declined 3.7% or about one half of the reported rate. For the third quarter of 2015 compared to the prior year, the facility solutions business saw adjusted EBITDA as a percentage of net sales decline by 51 basis points. This decline was similar to the second quarter and was largely due to lower sales in the Canadian market, which had not yet been offset proportionately by operating expense reductions. Year-to-date facility solutions declined 7.1% in net sales and contributed $30.2 million of adjusted EBITDA. Excluding currency impacts and the effect of one extra day in the prior year, net sales declined 3.9%. Third quarter and year-to-date revenue and earnings declines in our facility solutions group continue to be driven by a combination of factors including softness in the Canadian business and the weakened Canadian currency, in the face of these challenges we remain focused on refining our decisions around markets, customers and products and improving our supply chain efficiencies. Although our packaging group's third quarter revenue appears roughly flat on a reported basis, net sales excluding the impact of foreign currency actually increased about 1.6% for the third quarter. Despite other dynamics that impacted the top line of this segment, we saw strength in our performance in the fulfillment sector. More specifically, packaging faced market pressures from an unfavorable economic trend in the industrial sector. As a result, the net sales decline of approximately 40 basis points from the prior year period was affected by softer volumes in equipment and food packaging. The impact of declining prices in the resin market also contributed – also continued in the third quarter driving flat sales in films despite an increase in volume. Year-to-date packaging net sales were also roughly flat, and net sales excluding foreign currency impact on a comparable day basis increased 4.2%. Packaging contributed $59 million in adjusted EBITDA for the third quarter, resulting an 11.3% increase year-over-year. Adjusted EBITDA as a percentage of net sales increased to 8.2%, up approximately 86 basis points from the prior year period. Year-to-date packaging also contributed $156.5 million of adjusted EBITDA, resulting in a 13.8% increase year-over-year. Our adjusted EBITDA as a percentage of net sales increased to 7.5%, up 89 basis points from the prior year period. The adjusted EBITDA growth in this segment continues to be attributable to better product mix and lower operating expenses. Switching from our segment analysis let's take a look at our progress on synergies and then touch on our balance sheet, cash flow and expectations for the allocation of our capital. For 2015, we originally forecasted synergy capture of approximately 25% to 35% of the ultimate goal $150 million to $225 million over the five years post-merger. Through the first nine months of 2015, we have kept the momentum established in 2014, and we continue to pace ahead of our plan. For this year, while our synergy pacing is ahead of plan, we believe that our ultimate multi-year aggregate goal should remain unchanged as integration gets more challenging. We expect to provide the actual full-year synergy capture when we report full-year 2015 financial results in early 2016. Turning to our balance sheet; at the end of September we had drawn approximately $770 million of the asset based loan facility and had available liquidity of approximately $450 million. As a reminder the ABL facility is backed by the inventory and receivables of our business. Shifting now to cash flow; for the nine months ended September 30, 2015, our cash flow from operations was about $130 million. Removing the effect of capital expenditures and the cash impact of restructuring and other integration related items, adjusted free cash flow was about $165 million [ph]. We continue to believe this cash flow from operations will allow us to accomplish three objectives. Our first priority is to continue investing in the company. Along those lines, capital expenditures totaled nearly $12 million for the quarter and $34 million year-to-date with about $7 million and $23 million related to integration projects for the quarter and year-to-date respectively. As a reminder, we have two types of one-time integration costs, those that run through the income statement directly and those that are within capital expenditures. At this time, we believe one-time integration costs that will run through the income statement for 2015 will be between $50 million and $60 million. Our second priority is to pay down debt and our third priority is then to return value to shareholders. In summary we're pleased with our third quarter earnings. Our improved earnings were primarily driven by margin improvement due to market, customer and product mix and synergy capture. Looking forward, we continue to expect to reach the middle to higher end of our range for adjusted EBITDA of $165 million to $175 million for the full year 2015. Ian, we're now ready for questions.

Your first question comes from Keith Hughes with SunTrust. Your line is open.

Thank you. You had $8 million of integration cost, I believe was – back out of the EBITDA? Is that part of the $50 million, $60 million that you referred to for this year, and what other categories are you referring to in that number?

Go ahead. I will turn this over to Steve. Thank you, Keith. Good morning.

Yes, Steve. We had merger integration costs in the period of $8.3 million and the way the calculation works for adjusted EBITDA is those are added back to get to the $60.6 million.

Okay. So I guess my question is you referred to one-time cost I believe this year of $50 million to $60 million, I assume that includes those expenses, what other expenses are included in that one time cost number you gave?

Sure. There are those kind of cost, as well as those similar cost year-to-date, that was just the period cost, the third quarter and then you also have the capital expenditures, which are one time, not the ongoing in nature.

Okay, so…

I could you give you those one time integration related CapEx cost for both the quarter and year-to-date, those are $7 million for the quarter and $23 million for the year-to-date.

Okay. Thank you. And going into the fundamentals, there are about a few on the, do you want call it paper side of your business, there has been some big earnings releases here. I just – get your feel for that market. I understand your numbers are [indiscernible] because there is some customer rationalization going on and other issues, but what’s your feel for that market right now?

And Keith, you are talking about the overall paper industry?

Yeah, the pricing and – part of it, but what is your view?

Well, you know, we continue to see an experience and expect that that industry is going to continue to decline in the range of 4% to 6%. I think that’s been consistent with what we have seen over the course of the last few years since, frankly since 2010 and 2011. And I think that another dynamic that’s being impacting the industry though are, is also currency, which is impacting probably domestic producers more than what – in addition to the market issues themselves. So there is several dynamics going on in the industry today.

Okay. Final question; I know you’re going to give us the synergy number you achieved for 2015 at the next earnings release. If you just look from a big picture as you end this year, what types of things will then completed in 2015 and what types of things would you be working on in 2016?

Keith, so as we mapped out our overall integration plan and synergy capture, they came in three large buckets, SG&A was the largest followed by procurement or sourcing and rationalization followed by non-SG&A, which is really fixed cost. So what we’re seeing the benefit on, since the merger is a big portion of the SG&A benefit, this year the sourcing benefits are coming into play and next year we’ll begin to see, especially towards the latter part of the year more of the non-SG&A related with fixed cost.

Will the SG&A, I don’t know if this be completed in 2015.

No, it will not. There are really, its spread out over the course of a couple of years due to the way the integration flows and systems integration warehouse consolidation and so forth.

Okay. Thank you.

You’re welcome.

[Operator Instructions] Your next question comes from Chip Dillon with Vertical Research Partners. Your line is open.

Yes. Good morning.

Morning, Chip.

First question is, you sort of reiterated the total Capex number, I know for this year $50 million to $60 million, and I know $20 million of that's the sort of ongoing piece. How would you see that total CapEx evolving in 2016 and 2017, as it seems right now I mean, I imagine it’s got a tail off as you get your systems in place et cetera?

Yeah, I will turn that over to Steve.

Chip, the total CapEx will decay as the integration CapEx falls off in 2016 and 2017. The ongoing CapEx element of that might actually slightly increase over time for the simple reason that for some of our IT systems we will have additional modules and seat licenses that will be in place post the integration. So the ordinary CapEx, which is a fantastic run on that $25 million to $30 million range might step up somewhat.

Okay got you. So maybe and when do you think you'll be done with the non-normal CapEx. Is that going to be another couple of years we’ll see that or more?

You’d expect to see it at least through 2016 and 2017. There might be a very small tail in 2018, but principally done in 2016 and 2017.

Okay. That‘s helpful. And then just looking at the numbers, I know last year and not to get too picky, but you did $40 million in adjusted EBITDA in the fourth quarter and in this year if you sort of hit the, let’s say $170 million to $175 million for the year that would suggest flat to maybe up $5 million. And I know I mean one possible drag I guess could be the LIFO charge, I only say that because I guess you have no idea what that’s going to be or maybe you do, but I know it's been a benefit year-to-date, but it tends to kind of equalize if I'm not mistaken. So are you building in sort of a negative LIFO into that $40 million to $45 million that you kind of implicitly I guess implying for the fourth quarter?

Two thoughts on the two elements of your question Chip. First, with regard to the pattern of earnings in the fourth quarter and then secondly with regard to LIFO. On the first of those two, the pattern in the last couple of years has been for us to generate roughly 74%, 75% of the full years adjusted EBITDA in the first three quarters. And so your map that you used to get to the figure for the fourth quarter this year is consistent with that. And we’re not commenting on the very specifics of the quarter, but we did give you the full year guidance. Second of all with the LIFO's adjusted is removed from any calculation of adjusted EBITDA, but as it relates to anticipating LIFO adjustments, it’s very hard to know because it's based on the inventory purchases of the period and the movement over the whole inventory portfolio during that period relative to the prior sequential quarter. So it’s really hard to predict what LIFO charge or benefit we might get in a quarter.

Got you. Okay, got you. And then last question is just in a general sense, I know you mentioned I think in the print segment that you know 5% or 6% of the – points of revenue decline was tied to shaking unprofitable business. How long – I know you probably can't get rid of everything you maybe planned on day one, there might be contracts or other issues, but when do you think you'll be sort of through with that and especially in that segment in the facility segment.

Chip, first of all I would say largely we’re through with that in both segments. And feel comfortable about where we are today. Now, there could be some unforeseen credit risk decisions that we may choose to make down the road. But where we stand today in both of those segments, we believe that trimming that portfolio is about where we want it to be. As I mentioned though there is – it takes 12 months to work through it from a year-over-year basis. So we are beginning to see and in fact even in facility business if you look at the business today, we’re already beginning to see stabilization of that business if you adjust for the FX and we think something similar in the print space.

It seems like you all have made some big decisions regarding your – I guess what kind of a platform you’re going to have and who your suppliers are. And I guess as I think about it, on one hand you guys have, you know there is a tremendous investment in sort of on the ground stuff, whether it’s trucks and people to drive them in warehouses, on the other hand there is this technology element you know as we see Amazon go up every day and Macy’s go down in another industry area, but yet you're still – like those two companies moving stuff from others who make it to others who use it. And I guess my question is, how do you feel, how important is this technology element in the – inter phase becoming and do you feel like you sort of settled on a future there where you feel like you've got a very user-friendly interface that will keep, that could actually give you a competitive edge?

Yeah, so there is a couple of element – the question impacts a couple of parts of our business. First of all, in most of our space certainly some of these big fulfillment houses that you mentioned, they are targeting a different customer segment than we are. If you take print as an example, you know we are not shipping a ream or to a paper, we’re shipping a pallet of paper. So from a competitive standpoint, we recognize that threat does exist, but today the way it exists it’s in different spaces. And technology will continue to be an important element today of it, today we have about 25% to 30% of our total buyers going through our e-commerce platform today already. So that will continue to be something that we look at in terms of capabilities and so forth. On the flip side of that, Chip, the e-commerce fulfilment of products on the e-commerce – on an e-commerce platform and delivery and the supply chain of that is also an opportunity for us in our packaging business. In fact, we saw significant growth in the fulfilment area of packaging in the third quarter targeting towards those kinds of customers in particular that are doing more and more e-commerce smaller order types of activity. So there is also a long term potential threat, as well as near term and longer term opportunity for us.

Okay. I see. Thank you very much.

You’re welcome.

There are no further questions, I will now turn the call back over to Mary Laschinger.

Thank you everyone for your questions and I would just like to close by saying that, you know as these quarter passes with this great new company we have, Veritiv grows stronger and stronger. And as we’ve worked through this over the course of the last almost 18 months, we have found that there are many forms of strengths throughout the year. We found strength in numbers, strength in adaptability and strengthened our unity. It’s been great to see the two organizations come together and the power that that brings. The economic environment and the industry pressures we face are challenging, yet we have maintained our focus, have embraced change and continue to keep our customers at the forefront of our operations. Through the hard work and determination the Veritiv team has answered each of these challenges by making a substantial progress against our integration initiatives and our financial goals. I’d like to thank all of our employees for their continued support and most importantly their passion, our passion to win. I’m confident we’ll continue this momentum into the fourth quarter and deliver on our commitments and finish strong in 2015. Thanks again everyone for joining us today.

This concludes today’s conference call. You may now disconnect.