ý
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
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26-1251958
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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3075 Highland Parkway, Suite 200 Downers Grove, Illinois
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60515
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(Address of principal executive offices)
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(Zip Code)
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Title of each class
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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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Large accelerated filer
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ý
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Accelerated filer
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¨
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Non-accelerated filer
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¨
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Smaller reporting company
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¨
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Emerging growth company
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¨
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Page
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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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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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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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Item 15.
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•
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general economic conditions, particularly fluctuations in industrial production and the demands of our customers;
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•
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disruptions in the supply of chemicals we distribute or our customers' or producers' operations;
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•
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termination or change of contracts or relationships with customers or producers on short notice;
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•
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the price and availability of chemicals, or a decline in the demand for chemicals;
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•
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our ability to pass through cost increases to our customers;
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•
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our ability to meet customer demand for a product;
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•
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trends in oil and gas prices;
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•
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competitive pressures in the chemical distribution industry;
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•
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consolidation of our competitors;
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•
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our ability to execute strategic investments, including pursuing acquisitions and/or dispositions, and successfully integrating and operating acquired companies;
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•
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liabilities associated with acquisitions, dispositions and ventures;
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•
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potential impairment of goodwill;
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•
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inability to generate sufficient working capital;
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•
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our ability to sustain profitability;
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•
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our ability to implement and efficiently operate the systems needed to manage our operations;
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•
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the risks associated with security threats, including cybersecurity threats;
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•
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increases in transportation costs and changes in our relationship with third party carriers;
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•
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the risks associated with hazardous materials and related activities;
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•
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accidents, safety failures, environmental damage, product quality issues, major or systemic delivery failures involving our distribution network or the products we carry or adverse health effects or other harm related to the materials we blend, manage, handle, store, sell or transport;
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•
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challenges associated with international operations, including securing producers and personnel, import/export requirements, compliance with foreign laws and international business laws and changes in economic or political conditions;
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•
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our ability to effectively implement our strategies or achieve our business goals;
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•
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exposure to interest rate and currency fluctuations;
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•
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evolving laws and regulations relating to hydraulic fracturing and risks associated with chemicals used in hydraulic fracturing;
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losses due to potential product liability claims and recalls and asbestos claims;
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compliance with extensive environmental, health and safety laws, including laws relating to our environmental services businesses and the investigation and remediation of contamination, that could require material expenditures or changes in our operations;
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general regulatory and tax requirements;
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operational risks for which we may not be adequately insured;
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•
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ongoing litigation and other legal and regulatory actions and risks, including asbestos claims;
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•
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loss of key personnel;
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•
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labor disruptions and other costs associated with the unionized portion of our workforce;
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•
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negative developments affecting our pension plans and multi-employer pensions;
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•
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changes in legislation, regulation and government policy; and
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•
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our substantial indebtedness and the restrictions imposed by our debt instruments and indenture.
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•
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Data driven and causality-based accident prevention work;
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•
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Improved process and facility controls;
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Mandatory general education and role specific safety training;
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Joint management-worker Health and Safety Committees; and
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•
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Safety audits, incident investigation and improvement measures.
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Maintaining and improving relationships with our customers, who view safety performance as a key criterion for vendor selection;
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•
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Improving employee recruitment and retention; and
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Reducing the likelihood of incidents and enabling our employees to focus on their contributions.
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further develop a highly skilled and well-equipped sales force utilizing a value-based consultative sales approach that is aligned to customer and end market needs by geography, product and service, and industry specialization;
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continue to increase our technical and industry-specific product and market expertise;
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develop a world-class marketing capability to dynamically identify and align resources with high-growth, high value opportunities; and
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cultivate and maintain long-term producer relationships through deep market and product knowledge, value-based selling, reduced complexity in distribution channels, and offering complementary products and services as a total solution for our customers.
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align our business teams with identified growth opportunities in customer end markets, product markets, services, and industries in a way that narrows focus and increases accountability;
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increase our use of digital tools to simplify tasks, lower costs and improve customer experience;
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continue to use Lean Six Sigma methodologies to deliver project-by-project productivity gains;
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increase the cost efficiency of our warehouses, terminals, tank farms and logistics, and improve our net working capital efficiency;
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deliver a compelling customer value proposition by providing simplified sourcing, cost effective just-in-time delivery and managed inventory along with value-added services; and
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continue to build on our industry leading safety performance as a differentiator with both customers and producers.
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•
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Agricultural and Environmental Sciences.
We are a leading wholesale distributor of crop protection products to independent retailers and specialty applicators in Canada. To support this end market, we distribute herbicides, fungicides, insecticides, seed, micronutrients, macronutrients, horticultural products, fertilizers and feed, among other products. In addition, we provide storage, packaging and logistics services for major crop protection companies, for whom we store chemicals, feed-grade materials, seed and equipment. We supply pest control products and equipment to the structural pest control, public health, vegetation management, turf and ornamental, food processing and post-harvest storage, animal health and hay production markets. We operate a network of approximately 70 Univar ProCenter distribution centers in North America to serve this end market.
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•
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Chemical Manufacturing.
We distribute a full suite of chemical products in support of the chemical manufacturing industry (organic, inorganic and polymer chemistries). Our broad warehousing and delivery resources permit us to assure our chemical manufacturing customers efficient inventory management, just-in-time delivery, and custom blends and packages. Our industry expertise also assists our customers in both selecting products that best suit their objectives and addressing chemical waste and wastewater issues.
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•
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Cleaning and Sanitization
. The cleaning and sanitization industry is made up of thousands of large and small formulators that require a multitude of chemical ingredients to make cleaning products and detergents for home and industrial use. We distribute chemicals manufactured by many of the industry’s leading producers of enzymes, surfactants, solvents, dispersants, thickeners, bleaching aides, builders, sealants, acids, alkalis and other chemicals that are used as ingredients and processing aids in the manufacturing of cleaning products.
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•
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Coatings and Adhesives
. The coatings and adhesives industry is one of our largest customer end markets. We sell resins, pigments, solvents, thickeners, dispersants and other additives used to make paints, inks, and coatings. We have a large, dedicated team of industry and product specialists with market expertise that enables us to work closely with formulators and producers to offer new technologies, new and improved formulations and to scale-up support. Our product line includes epoxy resins, polyurethanes, titanium dioxide, fumed silica, esters, plasticizers, silicones and specialty amines.
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•
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Food Ingredients and Products
. For the food and beverage industry, we distribute a diverse portfolio of commodity and specialty products that are sold as food additives or processing aids. We sell food ingredients such as thickeners, emulsifiers, sweeteners, preservatives, leavening agents and humectants, as well as texturizer and fat replacement products that include xanthan gum, locust bean gum, cellulosics and guar gum. We also distribute acidulants such as citric acid, lactic acid and malic acid, as well as alkalis. Additional offerings include supplements and products such as proteins, vitamins and minerals. The major food and beverage markets we serve are meat processing, baked goods, dairy, grain mill products, processed foods, carbonated soft drinks, fruit drinks and alcoholic beverages. We carefully manage our product portfolio to ensure quality standards, security of supply and cost competitiveness. We continuously refresh our product offering with products that meet key trends impacting the food industry. Our industry experts have developed marketing tools that simplify the ingredient selection process for our customers and provide valuable product performance information and technical solutions.
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•
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Energy.
We provide chemicals and service to midstream pipeline and downstream refinery operators primarily in the US and Canada. We offer an expansive product line with a team of highly skilled and uniquely dedicated specialists to stay on top of the latest trends, technologies and regulations. We also service the upstream oil and gas production
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•
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Personal Care
. We are a full-line distributor in the personal care industry providing a wide variety of specialty and basic chemicals and ingredients used in skin care products, shampoos, conditioners, styling products, hair color, body washes, sun care, color cosmetics, and pet care products. The products that we distribute include surfactants, emollients, emulsifiers, rheology modifiers, active ingredients, color, preservatives and processing aids. Our dedicated team of industry experts and technical marketers work with our customers to formulate traditional and cutting-edge products that address key trends in the personal care end markets.
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•
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Pharmaceutical Ingredients and Finished Products
. We are uniquely positioned in the highly-regulated pharmaceutical ingredients industry due to the combination of our product portfolio, logistics footprint and customized solutions. We represent some of the world’s leading excipient, process, solvent and active pharmaceutical ingredient producers, as well as producers of chemicals used to support water treatment, filtering and purification systems, thus offering our customers a very broad product selection in the pharmaceutical industry. We sell active ingredients such as aspirin, ascorbic acid, caffeine and ibuprofen, and excipients that include phosphates, polyethylene glycols, polysorbates, methylcellulose, stearyl alcohol and stearates. We also make and sell certain finished pharmaceutical products.
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•
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Inventory Management.
We manage our inventory in order to meet customer demands on short notice whenever possible. Our value as channel partners of chemical producers also enables us to obtain access to chemicals in times of short supply, when smaller chemical distributors may not be able to obtain or maintain stock. Further, our global distribution network permits us to stock products locally to enhance “just-in-time” delivery, providing outsourced inventory management to our customers in a variety of end markets.
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•
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Product Knowledge and Technical Expertise.
We partner with our customers in their production processes. For example, we employ teams of food technologists, chemical engineers and petroleum engineers who have the technical expertise to assist in the formulation of products to meet specific customer performance requirements as well as provide customers with after-market support and consultation.
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•
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Mixing, Blending and Repackaging.
We provide a full suite of blending and repackaging services for our customers across diverse industries. Additionally, we can fulfill small orders through our repackaging services, enabling customers to maintain smaller inventories.
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Digital Promotion or E-marketing.
ChemPoint is our unique distribution business that provides digital promotion or e-marketing channels for specialty and fine chemicals. ChemPoint operates principally in North America and EMEA and is primarily focused on expanding market share of high-value and highly specialized chemicals for partnered producers.
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Chemical Waste Removal and Environmental Response Services.
Our ChemCare waste management service collects both hazardous and non-hazardous waste products at customer locations in the United States and Canada, and then works with select vendors in the waste disposal business to safely transport these materials to licensed third party treatment, storage and disposal facilities. ChemCare reviews each waste profile, recommends disposal alternatives to the customer and offers transportation of the waste to the appropriate waste disposal company. Hazardous and non-hazardous waste management technologies provided from our approved treatment storage and disposal facility vendors include recycling, incineration, fuels blending, lab packing, landfill, deep well injection and waste-to-energy. Through our acquisitions of Bodine and Weavertown Environmental Group, we are also able to provide our customers with industrial cleaning, site remediation and emergency environmental response services.
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•
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Specialized Formulation and Blending.
Leveraging our technical expertise, we are able to utilize our blending and mixing capabilities to create specialty chemical formulations to meet specific customer performance demands for agriculture and energy products through our Future Group, Tagma, and Magnablend blending services.
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•
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declines in the prices of chemicals that are held by us;
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the need to maintain a significant inventory of chemicals that may be in limited supply and therefore difficult to procure;
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buying chemicals in bulk for the best pricing and thereby holding excess inventory;
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responding to the fluctuating demand for chemicals;
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cancellation of customer orders; and
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responding to customer requests for rapid delivery.
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integrating the operations and personnel of any acquired business;
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the potential disruption of our ongoing business, including the diversion of management attention;
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the possible inability to obtain the desired financial and strategic benefits from the acquisition or investment;
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customer attrition arising from preferences to maintain redundant sources of supply;
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producer attrition arising from overlapping or competitive products;
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assumption of contingent or unanticipated liabilities or regulatory liabilities;
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dependence on the retention and performance of existing management and work force of acquired businesses for the future performance of these businesses;
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regulatory risks associated with acquired businesses (including the risk that we may be required for regulatory reasons to dispose of a portion of our existing or acquired businesses); and
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the risks inherent in entering geographic or product markets in which we have limited prior experience.
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securing key producer relationships to help establish our presence in international markets;
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hiring and training personnel capable of supporting producers and our customers and managing operations in foreign countries;
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localizing our business processes to meet the specific needs and preferences of foreign producers and customers, which may differ in certain respects from our experience in North America and Europe;
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building our reputation and awareness of our services among foreign producers and customers; and
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implementing new financial, management information and operational systems, procedures and controls to monitor our operations in new markets effectively, without causing undue disruptions to our operations and customer and producer relationships.
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•
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varying and often unclear legal and regulatory requirements that may be subject to inconsistent or disparate enforcement, particularly regarding environmental, health and safety issues and security or other certification requirements, as well as other laws and business practices that favor local competitors, such as exposure to possible expropriation, nationalization, restrictions on investments by foreign companies or other governmental actions;
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•
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less stable supply sources;
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•
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competition from existing market participants that may have a longer history in and greater familiarity with the foreign markets where we operate;
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•
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tariffs, export duties, quotas and other barriers to trade; as well as possible limitations on the conversion of foreign currencies into US dollars or remittance of dividends and other payments by our foreign subsidiaries;
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•
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possible future changes to tariffs associated with imports and exports from the US;
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•
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divergent labor regulations and cultural expectations regarding employment and agency;
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•
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different cultural expectations regarding industrialization, international business and business relationships;
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•
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foreign taxes and related regulations, including foreign taxes that we may not be able to offset against taxes imposed upon us in the United States, and foreign tax and other laws limiting our ability to repatriate earnings to the United States;
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•
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possible changes in foreign and domestic taxes and related regulations;
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•
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extended payment terms and challenges in our ability to collect accounts receivable;
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•
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changes in a specific country’s or region’s political or economic conditions;
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compliance with anti-bribery laws such as the US Foreign Corrupt Practices Act, the UK Bribery Act and similar anti-bribery laws in other jurisdictions, the violation of which could expose us to severe criminal or civil sanctions; and
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•
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compliance with anti-boycott, privacy, economic sanctions, anti-dumping, antitrust, import and export laws and regulations by our employees or intermediaries acting on our behalf, the violation of which could expose us to significant fines, penalties or other sanctions.
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•
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initiating or maintaining effective communication among and across all of our geographic business segments and industry groups;
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identifying new products and product lines and integrating them into our distribution network;
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allocating financial and other resources efficiently across all of our business segments and industry groups;
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•
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aligning organizational structure with management’s vision and direction;
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•
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communicating ownership and accounting over business activities and ensuring responsibilities are properly understood throughout the organization;
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ensuring cultural and organizational changes are executed smoothly and efficiently and ensuring personnel resources are properly allocated to effect these changes; and
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•
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establishing standardized processes across geographic business segments and industry groups.
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•
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our ability to satisfy obligations to lenders or noteholders may be impaired, resulting in possible defaults on and acceleration of our indebtedness;
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•
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our ability to obtain additional financing for refinancing of existing indebtedness, working capital, capital expenditures, including costs associated with our international expansion, product and service development, acquisitions, general corporate purposes and other purposes may be impaired;
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•
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our assets that currently serve as collateral for our debt may be insufficient, or may not be available, to support future financings;
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•
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a substantial portion of our cash flow from operations could be used to repay the principal and interest on our debt;
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•
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we may be increasingly vulnerable to economic downturns and increases in interest rates;
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•
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our flexibility in planning for and reacting to changes in our business and the markets in which we operate may be limited; and
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•
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we may be placed at a competitive disadvantage relative to other companies in our industry with less debt or comparable debt at more favorable interest rates.
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prepare and file periodic reports, and distribute other stockholder communications, in compliance with the federal securities laws and the NYSE rules;
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define and expand the roles and the duties of our Board of Directors and its committees; and
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institute more comprehensive compliance, investor relations and internal audit functions.
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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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establish a classified Board of Directors, our board is divided into three classes, with each class serving for staggered three-year terms, which prevents stockholders from electing an entirely new Board of Directors at an annual meeting;
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limit the ability of stockholders to remove directors;
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•
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establish advance notice requirements for nominations for election to our Board of Directors or for proposing matters that can be acted upon by stockholders at stockholder meetings; and
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•
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require the approval of holders of at least 75% of the outstanding shares of our voting common stock to amend the Second Amended and Restated By-laws and certain provisions of the Third Amended and Restated Certificate of Incorporation.
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•
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any breach of the director’s duty of loyalty;
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•
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acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of the law;
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•
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under Section 174 of the DGCL (unlawful dividends); or
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•
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any transaction from which the director derives an improper personal benefit.
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•
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Brazil (5 facilities)
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•
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Canada (151 facilities)
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•
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China (9 facilities)
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•
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France (26 facilities)
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•
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Germany (9 facilities)
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•
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Mexico (34 facilities)
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•
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Netherlands (19 facilities)
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•
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Norway (7 facilities)
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•
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Spain (6 facilities)
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•
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Sweden (14 facilities)
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•
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United Kingdom (30 facilities)
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ITEM 5.
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MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
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High
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Low
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||||
Fiscal Year 2017
|
|
|
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First Quarter
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$
|
32.81
|
|
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$
|
27.36
|
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Second Quarter
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32.43
|
|
|
28.72
|
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Third Quarter
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31.04
|
|
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26.99
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Fourth Quarter
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31.63
|
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28.63
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Fiscal Year 2016
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|
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|
||||
First Quarter
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$
|
17.41
|
|
|
$
|
11.12
|
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Second Quarter
|
19.74
|
|
|
16.68
|
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Third Quarter
|
21.85
|
|
|
17.69
|
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Fourth Quarter
|
28.60
|
|
|
21.07
|
|
|
Fiscal year ended December 31,
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||||||||||||||||||
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
||||||||||
(in millions, except per share data)
|
|
||||||||||||||||||
Consolidated Statements of Operations
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|
|
|
|
|
|
|
|
|
||||||||||
Net sales
|
$
|
8,253.7
|
|
|
$
|
8,073.7
|
|
|
$
|
8,981.8
|
|
|
$
|
10,373.9
|
|
|
$
|
10,324.6
|
|
Gross profit
|
1,805.5
|
|
|
1,727.1
|
|
|
1,799.1
|
|
|
1,930.7
|
|
|
1,875.9
|
|
|||||
Gross margin
|
21.9
|
%
|
|
21.4
|
%
|
|
20.0
|
%
|
|
18.6
|
%
|
|
18.2
|
%
|
|||||
Net income (loss)
|
119.8
|
|
|
(68.4
|
)
|
|
16.5
|
|
|
(20.1
|
)
|
|
(82.3
|
)
|
|||||
Income (loss) per common share – diluted
|
0.85
|
|
|
(0.50
|
)
|
|
0.14
|
|
|
(0.20
|
)
|
|
(0.83
|
)
|
|||||
Consolidated Balance Sheet
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
467.0
|
|
|
$
|
336.4
|
|
|
$
|
188.1
|
|
|
$
|
206.0
|
|
|
$
|
180.4
|
|
Total assets
|
5,732.7
|
|
|
5,389.9
|
|
|
5,612.4
|
|
|
6,067.7
|
|
|
6,204.7
|
|
|||||
Long-term liabilities
|
3,223.2
|
|
|
3,240.5
|
|
|
3,502.2
|
|
|
4,300.7
|
|
|
4,232.5
|
|
|||||
Stockholders’ equity
|
1,090.1
|
|
|
809.9
|
|
|
816.7
|
|
|
248.1
|
|
|
381.3
|
|
|||||
Other financial data
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash provided by operating activities
|
$
|
278.9
|
|
|
$
|
449.6
|
|
|
$
|
356.0
|
|
|
$
|
126.3
|
|
|
$
|
289.3
|
|
Cash used by investing activities
|
(79.1
|
)
|
|
(136.0
|
)
|
|
(294.4
|
)
|
|
(148.2
|
)
|
|
(215.7
|
)
|
|||||
Cash (used) provided by financing activities
|
(108.7
|
)
|
|
(166.1
|
)
|
|
(19.8
|
)
|
|
84.1
|
|
|
(110.5
|
)
|
|||||
Capital expenditures
|
82.7
|
|
|
90.1
|
|
|
145.0
|
|
|
113.9
|
|
|
141.3
|
|
|||||
Adjusted EBITDA
(1)
|
603.7
|
|
|
562.7
|
|
|
600.1
|
|
|
641.7
|
|
|
598.2
|
|
|||||
Adjusted EBITDA margin
(1)
|
7.3
|
%
|
|
7.0
|
%
|
|
6.7
|
%
|
|
6.2
|
%
|
|
5.8
|
%
|
(1)
|
For a complete discussion of the method of calculating Adjusted EBITDA and its usefulness, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Item 7 of this Annual Report on Form 10-K. We define Adjusted EBITDA margin as Adjusted EBITDA divided by net sales.
|
|
Fiscal year ended December 31,
|
||||||||||||||||||
(in millions)
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
||||||||||
Net income (loss)
|
$
|
119.8
|
|
|
$
|
(68.4
|
)
|
|
$
|
16.5
|
|
|
$
|
(20.1
|
)
|
|
$
|
(82.3
|
)
|
Impairment charges
(1)
|
—
|
|
|
133.9
|
|
|
—
|
|
|
0.3
|
|
|
135.6
|
|
|||||
Pension mark to market loss (gain)
|
3.8
|
|
|
68.6
|
|
|
21.1
|
|
|
117.8
|
|
|
(73.5
|
)
|
|||||
Pension curtailment and settlement gains
|
(9.7
|
)
|
|
(1.3
|
)
|
|
(4.0
|
)
|
|
—
|
|
|
—
|
|
|||||
Stock-based compensation expense
|
19.7
|
|
|
10.4
|
|
|
7.5
|
|
|
12.1
|
|
|
15.1
|
|
|||||
Business transformation costs
|
23.4
|
|
|
5.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Restructuring charges
|
5.5
|
|
|
6.5
|
|
|
33.8
|
|
|
46.2
|
|
|
65.8
|
|
|||||
Other employee termination costs
|
8.1
|
|
|
1.5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Contingent consideration fair value adjustments
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(24.7
|
)
|
|||||
(Gain)/loss on sale of property, plant and equipment
|
(11.3
|
)
|
|
(0.7
|
)
|
|
(2.8
|
)
|
|
3.4
|
|
|
0.5
|
|
|||||
Acquisition and integration related expenses
|
3.1
|
|
|
5.5
|
|
|
7.1
|
|
|
3.7
|
|
|
5.0
|
|
|||||
Other operating expenses
|
6.9
|
|
|
8.6
|
|
|
14.4
|
|
|
8.0
|
|
|
23.4
|
|
|||||
Other non-operating items
|
3.5
|
|
|
0.1
|
|
|
4.1
|
|
|
2.9
|
|
|
—
|
|
|||||
Foreign currency transactions
|
4.6
|
|
|
0.6
|
|
|
0.8
|
|
|
0.6
|
|
|
0.9
|
|
|||||
Foreign currency denominated loans revaluation
|
17.9
|
|
|
13.7
|
|
|
(8.9
|
)
|
|
(8.3
|
)
|
|
10.1
|
|
|||||
Undesignated foreign currency derivative instruments
|
(0.3
|
)
|
|
1.8
|
|
|
4.8
|
|
|
3.9
|
|
|
0.2
|
|
|||||
Undesignated interest rate swap contracts
|
2.2
|
|
|
(10.1
|
)
|
|
(2.0
|
)
|
|
—
|
|
|
—
|
|
|||||
Ineffective portion of cash flow hedges
|
—
|
|
|
—
|
|
|
0.4
|
|
|
(0.2
|
)
|
|
0.2
|
|
|||||
Loss due to discontinuance of cash flow hedges
|
—
|
|
|
—
|
|
|
7.5
|
|
|
—
|
|
|
—
|
|
|||||
Debt refinancing costs
|
5.3
|
|
|
—
|
|
|
16.5
|
|
|
—
|
|
|
6.2
|
|
|||||
Loss on extinguishment of debt
|
3.8
|
|
|
—
|
|
|
12.1
|
|
|
1.2
|
|
|
2.5
|
|
|||||
Advisory fees to CVC and CD&R
|
—
|
|
|
—
|
|
|
2.8
|
|
|
5.9
|
|
|
5.2
|
|
|||||
Contract termination fee to CVC and CD&R
|
—
|
|
|
—
|
|
|
26.2
|
|
|
—
|
|
|
—
|
|
|||||
French penalty
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4.8
|
)
|
|||||
Depreciation and amortization
|
200.4
|
|
|
237.9
|
|
|
225.0
|
|
|
229.5
|
|
|
228.1
|
|
|||||
Interest expense, net
|
148.0
|
|
|
159.9
|
|
|
207.0
|
|
|
250.6
|
|
|
294.5
|
|
|||||
Tax expense (benefit)
|
49.0
|
|
|
(11.2
|
)
|
|
10.2
|
|
|
(15.8
|
)
|
|
(9.8
|
)
|
|||||
Adjusted EBITDA
|
$
|
603.7
|
|
|
$
|
562.7
|
|
|
$
|
600.1
|
|
|
$
|
641.7
|
|
|
$
|
598.2
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
The 2016 impairment charges primarily related to impairment of intangible assets and property, plant and equipment. See “Note: 13 Impairment charges” in Item 8 of this Annual Report on Form 10-K for further information regarding the fiscal year ended
December 31, 2017
. The 2014 impairment charges primarily related to impairments of idle properties and equipment. The 2013 impairment charges primarily related to the write-off of goodwill related to the Rest of World segment as well as the write-off of capitalized software costs related to a global ERP system.
|
|
Fiscal year ended December 31,
|
||||||||||||||||||
(in millions)
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
||||||||||
Service cost
|
$
|
2.5
|
|
|
$
|
2.5
|
|
|
$
|
5.5
|
|
|
$
|
7.1
|
|
|
$
|
9.1
|
|
Interest cost
|
47.2
|
|
|
50.4
|
|
|
51.1
|
|
|
55.2
|
|
|
50.7
|
|
|||||
Expected return on plan assets
|
(56.9
|
)
|
|
(61.2
|
)
|
|
(66.0
|
)
|
|
(60.2
|
)
|
|
(56.4
|
)
|
|||||
Amortization of unrecognized prior service credits
|
(0.2
|
)
|
|
(4.5
|
)
|
|
(11.9
|
)
|
|
(11.9
|
)
|
|
(11.8
|
)
|
|||||
Net pension benefit included in Adjusted EBITDA
|
$
|
(7.4
|
)
|
|
$
|
(12.8
|
)
|
|
$
|
(21.3
|
)
|
|
$
|
(9.8
|
)
|
|
$
|
(8.4
|
)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Mark to market (gain) loss due to difference in asset returns
|
$
|
(60.5
|
)
|
|
$
|
(45.2
|
)
|
|
$
|
67.3
|
|
|
$
|
(76.3
|
)
|
|
$
|
(6.7
|
)
|
Mark to market loss (gain) due to assumption changes
|
60.8
|
|
|
103.9
|
|
|
(39.3
|
)
|
|
196.5
|
|
|
(63.7
|
)
|
|||||
Mark to market loss (gain) due to plan experience
|
3.5
|
|
|
9.9
|
|
|
(6.9
|
)
|
|
(2.4
|
)
|
|
(3.1
|
)
|
|||||
Mark to market loss (gain)
|
$
|
3.8
|
|
|
$
|
68.6
|
|
|
$
|
21.1
|
|
|
$
|
117.8
|
|
|
$
|
(73.5
|
)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Settlement
|
$
|
(9.7
|
)
|
|
$
|
—
|
|
|
$
|
(1.4
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
Curtailment
|
—
|
|
|
(1.3
|
)
|
|
(2.6
|
)
|
|
—
|
|
|
—
|
|
|||||
Pension curtailment and settlement gains
|
$
|
(9.7
|
)
|
|
$
|
(1.3
|
)
|
|
$
|
(4.0
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Pension (income) expense excluded from Adjusted EBITDA
|
$
|
(5.9
|
)
|
|
$
|
67.3
|
|
|
$
|
17.1
|
|
|
$
|
117.8
|
|
|
$
|
(73.5
|
)
|
Total pension (income) expense
|
$
|
(13.3
|
)
|
|
$
|
54.5
|
|
|
$
|
(4.2
|
)
|
|
$
|
108.0
|
|
|
$
|
(81.9
|
)
|
ITEM 7.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
•
|
we report Adjusted EBITDA to our lenders as required under the covenants of our credit agreements;
|
•
|
we consider gains (losses) on the acquisition, disposal and impairment of assets as resulting from investing decisions rather than ongoing operations;
|
•
|
Adjusted EBITDA excludes the effects of income taxes, as well as the effects of financing and investing activities by eliminating the effects of interest, depreciation and amortization expenses and therefore more closely measures our operational performance;
|
•
|
we use Adjusted EBITDA in setting performance incentive targets in order to align performance measurement with operational performance; and
|
•
|
other significant items, while periodically affecting our results, may vary significantly from period to period and have a disproportionate effect in a given period, which affects comparability of our results.
|
•
|
Economic conditions, industry trends and relationships with customers and suppliers
|
•
|
Chemical availability and prices, including volume-based pricing
|
•
|
Acquisitions, dispositions and strategic investments
|
•
|
Operating efficiencies
|
•
|
Working capital requirements, interest rates and credit risk
|
•
|
Foreign currencies
|
•
|
expanded our consolidated Adjusted EBITDA margins;
|
•
|
grew Adjusted EBITDA in each operating segment;
|
•
|
completed a significant transformation project in our USA segment, structuring the organization around asset type and customer need with clear accountability for profit and creating value through specialization;
|
•
|
acquired Tagma Brasil Ltda., expanding our agriculture business in one of the world's fastest-growing agricultural markets;
|
•
|
launched the MyUnivar.com online platform in the US for product review and purchase;
|
•
|
refinanced debt extending maturity of the US Term Loan B to 2024 and lowering annual interest cost by 75 bps; and
|
•
|
resolved the Canadian GAAR tax court case with a Federal Court of Appeals judgment in our favor.
|
•
|
change in market, product mix, and inventory levels as a result of an agricultural season with drought conditions; and
|
•
|
sluggish demand for chemicals in Mexico and strengthening of the US dollar against the peso.
|
|
Year Ended
|
|
Favorable
(unfavorable)
|
|
% Change
|
|
Impact of
currency*
|
||||||||||||||||
(in millions)
|
December 31, 2017
|
|
December 31, 2016
|
|
|||||||||||||||||||
Net sales
|
$
|
8,253.7
|
|
|
100.0
|
%
|
|
$
|
8,073.7
|
|
|
100.0
|
%
|
|
$
|
180.0
|
|
|
2.2
|
%
|
|
0.5
|
%
|
Cost of goods sold (exclusive of depreciation)
|
6,448.2
|
|
|
78.1
|
%
|
|
6,346.6
|
|
|
78.6
|
%
|
|
(101.6
|
)
|
|
1.6
|
%
|
|
(0.5
|
)%
|
|||
Gross profit
|
$
|
1,805.5
|
|
|
21.9
|
%
|
|
$
|
1,727.1
|
|
|
21.4
|
%
|
|
$
|
78.4
|
|
|
4.5
|
%
|
|
0.6
|
%
|
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Outbound freight and handling
|
292.0
|
|
|
3.5
|
%
|
|
286.6
|
|
|
3.5
|
%
|
|
(5.4
|
)
|
|
1.9
|
%
|
|
(0.6
|
)%
|
|||
Warehousing, selling and administrative
|
909.8
|
|
|
11.0
|
%
|
|
877.8
|
|
|
10.9
|
%
|
|
(32.0
|
)
|
|
3.6
|
%
|
|
(0.6
|
)%
|
|||
Other operating expenses, net
|
49.5
|
|
|
0.6
|
%
|
|
104.5
|
|
|
1.3
|
%
|
|
55.0
|
|
|
(52.6
|
)%
|
|
(0.1
|
)%
|
|||
Depreciation
|
135.0
|
|
|
1.6
|
%
|
|
152.3
|
|
|
1.9
|
%
|
|
17.3
|
|
|
(11.4
|
)%
|
|
(0.4
|
)%
|
|||
Amortization
|
65.4
|
|
|
0.8
|
%
|
|
85.6
|
|
|
1.1
|
%
|
|
20.2
|
|
|
(23.6
|
)%
|
|
(0.3
|
)%
|
|||
Impairment charges
|
—
|
|
|
—
|
%
|
|
133.9
|
|
|
1.7
|
%
|
|
133.9
|
|
|
(100.0
|
)%
|
|
—
|
%
|
|||
Total operating expenses
|
$
|
1,451.7
|
|
|
17.6
|
%
|
|
$
|
1,640.7
|
|
|
20.3
|
%
|
|
$
|
189.0
|
|
|
(11.5
|
)%
|
|
(0.5
|
)%
|
Operating income
|
$
|
353.8
|
|
|
4.3
|
%
|
|
$
|
86.4
|
|
|
1.1
|
%
|
|
$
|
267.4
|
|
|
309.5
|
%
|
|
1.9
|
%
|
Other (expense) income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest income
|
4.0
|
|
|
—
|
%
|
|
3.9
|
|
|
—
|
%
|
|
0.1
|
|
|
2.6
|
%
|
|
2.6
|
%
|
|||
Interest expense
|
(152.0
|
)
|
|
(1.8
|
)%
|
|
(163.8
|
)
|
|
(2.0
|
)%
|
|
11.8
|
|
|
(7.2
|
)%
|
|
0.1
|
%
|
|||
Loss on extinguishment of debt
|
(3.8
|
)
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|
(3.8
|
)
|
|
100.0
|
%
|
|
—
|
%
|
|||
Other expense, net
|
(33.2
|
)
|
|
(0.4
|
)%
|
|
(6.1
|
)
|
|
(0.1
|
)%
|
|
(27.1
|
)
|
|
444.3
|
%
|
|
19.7
|
%
|
|||
Total other expense
|
$
|
(185.0
|
)
|
|
(2.2
|
)%
|
|
$
|
(166.0
|
)
|
|
(2.1
|
)%
|
|
$
|
(19.0
|
)
|
|
11.4
|
%
|
|
0.9
|
%
|
Income (loss) before income taxes
|
168.8
|
|
|
2.0
|
%
|
|
(79.6
|
)
|
|
(1.0
|
)%
|
|
248.4
|
|
|
N/M
|
|
|
3.9
|
%
|
|||
Income tax expense (benefit)
|
49.0
|
|
|
0.6
|
%
|
|
(11.2
|
)
|
|
(0.1
|
)%
|
|
(60.2
|
)
|
|
N/M
|
|
|
0.9
|
%
|
|||
Net income (loss)
|
$
|
119.8
|
|
|
1.5
|
%
|
|
$
|
(68.4
|
)
|
|
(0.8
|
)%
|
|
$
|
188.2
|
|
|
N/M
|
|
|
4.7
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
*
|
Foreign currency translation is included in the percentage change. Unfavorable impacts from foreign currency translation are designated with parentheses.
|
(in millions)
|
USA
|
|
Canada
|
|
EMEA
|
|
Rest of
World
|
|
Other/
Elimin-
ations
(1)
|
|
Consolidated
|
||||||||||||
|
Year ended December 31, 2017
|
||||||||||||||||||||||
Net sales:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
External customers
|
$
|
4,657.1
|
|
|
$
|
1,371.5
|
|
|
$
|
1,821.2
|
|
|
$
|
403.9
|
|
|
$
|
—
|
|
|
$
|
8,253.7
|
|
Inter-segment
|
121.9
|
|
|
9.1
|
|
|
4.5
|
|
|
0.5
|
|
|
(136.0
|
)
|
|
—
|
|
||||||
Total net sales
|
$
|
4,779.0
|
|
|
$
|
1,380.6
|
|
|
$
|
1,825.7
|
|
|
$
|
404.4
|
|
|
$
|
(136.0
|
)
|
|
$
|
8,253.7
|
|
Cost of goods sold (exclusive of depreciation)
|
3,706.8
|
|
|
1,143.0
|
|
|
1,411.7
|
|
|
322.7
|
|
|
(136.0
|
)
|
|
6,448.2
|
|
||||||
Gross profit
|
$
|
1,072.2
|
|
|
$
|
237.6
|
|
|
$
|
414.0
|
|
|
$
|
81.7
|
|
|
$
|
—
|
|
|
$
|
1,805.5
|
|
Outbound freight and handling
|
192.8
|
|
|
37.3
|
|
|
55.7
|
|
|
6.2
|
|
|
—
|
|
|
292.0
|
|
||||||
Warehousing, selling and administrative
|
528.3
|
|
|
85.0
|
|
|
220.2
|
|
|
46.8
|
|
|
29.5
|
|
|
909.8
|
|
||||||
Adjusted EBITDA
|
$
|
351.1
|
|
|
$
|
115.3
|
|
|
$
|
138.1
|
|
|
$
|
28.7
|
|
|
$
|
(29.5
|
)
|
|
$
|
603.7
|
|
Other operating expenses, net
|
|
|
|
|
|
|
|
|
|
|
49.5
|
|
|||||||||||
Depreciation
|
|
|
|
|
|
|
|
|
|
|
135.0
|
|
|||||||||||
Amortization
|
|
|
|
|
|
|
|
|
|
|
65.4
|
|
|||||||||||
Interest expense, net
|
|
|
|
|
|
|
|
|
|
|
148.0
|
|
|||||||||||
Loss on extinguishment of debt
|
|
|
|
|
|
|
|
|
|
|
3.8
|
|
|||||||||||
Other expense, net
|
|
|
|
|
|
|
|
|
|
|
33.2
|
|
|||||||||||
Income tax expense
|
|
|
|
|
|
|
|
|
|
|
49.0
|
|
|||||||||||
Net income
|
|
|
|
|
|
|
|
|
|
|
$
|
119.8
|
|
(in millions)
|
USA
|
|
Canada
|
|
EMEA
|
|
Rest of
World
|
|
Other/
Elimin-
ations
(1)
|
|
Consolidated
|
||||||||||||
|
Year ended December 31, 2016
|
||||||||||||||||||||||
Net sales:
|
|
|
|
|
|
|
|
||||||||||||||||
External customers
|
$
|
4,706.7
|
|
|
$
|
1,261.0
|
|
|
$
|
1,704.2
|
|
|
$
|
401.8
|
|
|
$
|
—
|
|
|
$
|
8,073.7
|
|
Inter-segment
|
104.4
|
|
|
8.3
|
|
|
4.5
|
|
|
—
|
|
|
(117.2
|
)
|
|
—
|
|
||||||
Total net sales
|
$
|
4,811.1
|
|
|
$
|
1,269.3
|
|
|
$
|
1,708.7
|
|
|
$
|
401.8
|
|
|
$
|
(117.2
|
)
|
|
$
|
8,073.7
|
|
Cost of goods sold (exclusive of depreciation)
|
3,769.7
|
|
|
1,047.4
|
|
|
1,324.6
|
|
|
322.1
|
|
|
(117.2
|
)
|
|
6,346.6
|
|
||||||
Gross profit
|
$
|
1,041.4
|
|
|
$
|
221.9
|
|
|
$
|
384.1
|
|
|
$
|
79.7
|
|
|
$
|
—
|
|
|
$
|
1,727.1
|
|
Outbound freight and handling
|
191.5
|
|
|
34.1
|
|
|
54.9
|
|
|
6.1
|
|
|
—
|
|
|
286.6
|
|
||||||
Warehousing, selling and administrative
|
517.5
|
|
|
83.8
|
|
|
210.5
|
|
|
46.8
|
|
|
19.2
|
|
|
877.8
|
|
||||||
Adjusted EBITDA
|
$
|
332.4
|
|
|
$
|
104.0
|
|
|
$
|
118.7
|
|
|
$
|
26.8
|
|
|
$
|
(19.2
|
)
|
|
$
|
562.7
|
|
Other operating expenses, net
|
|
|
|
|
|
|
|
|
|
|
104.5
|
|
|||||||||||
Depreciation
|
|
|
|
|
|
|
|
|
|
|
152.3
|
|
|||||||||||
Amortization
|
|
|
|
|
|
|
|
|
|
|
85.6
|
|
|||||||||||
Impairment charges
|
|
|
|
|
|
|
|
|
|
|
133.9
|
|
|||||||||||
Interest expense, net
|
|
|
|
|
|
|
|
|
|
|
159.9
|
|
|||||||||||
Other expense, net
|
|
|
|
|
|
|
|
|
|
|
6.1
|
|
|||||||||||
Income tax benefit
|
|
|
|
|
|
|
|
|
|
|
(11.2
|
)
|
|||||||||||
Net loss
|
|
|
|
|
|
|
|
|
|
|
$
|
(68.4
|
)
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
Other/Eliminations represents the elimination of intersegment transactions as well as unallocated corporate costs consisting of costs specifically related to parent company operations that do not directly benefit segments, either individually or collectively.
|
Net sales percentage change due to:
|
|
Gross profit percentage change due to:
|
||||
Acquisitions
|
0.1
|
%
|
|
Acquisitions
|
0.1
|
%
|
Reported sales volumes
|
(7.1
|
)%
|
|
Reported sales volumes
|
(7.1
|
)%
|
Sales pricing and product mix
|
5.9
|
%
|
|
Sales pricing, product costs and other adjustments
|
10.0
|
%
|
Total
|
(1.1
|
)%
|
|
Total
|
3.0
|
%
|
Net sales percentage change due to:
|
|
Gross profit percentage change due to:
|
||||
Acquisitions
|
0.3
|
%
|
|
Acquisitions
|
0.3
|
%
|
Reported sales volumes
|
4.8
|
%
|
|
Reported sales volumes
|
4.8
|
%
|
Sales pricing and product mix
|
1.5
|
%
|
|
Sales pricing, product costs and other adjustments
|
(0.2
|
)%
|
Foreign currency translation
|
2.2
|
%
|
|
Foreign currency translation
|
2.2
|
%
|
Total
|
8.8
|
%
|
|
Total
|
7.1
|
%
|
Net sales percentage change due to:
|
|
Gross profit percentage change due to:
|
||||
Reported sales volumes
|
(5.4
|
)%
|
|
Reported sales volumes
|
(5.4
|
)%
|
Sales pricing and product mix
|
12.0
|
%
|
|
Sales pricing, product costs and other adjustments
|
12.5
|
%
|
Foreign currency translation
|
0.3
|
%
|
|
Foreign currency translation
|
0.7
|
%
|
Total
|
6.9
|
%
|
|
Total
|
7.8
|
%
|
Net sales percentage change due to:
|
|
Gross profit percentage change due to:
|
||||
Acquisitions
|
1.0
|
%
|
|
Acquisitions
|
2.6
|
%
|
Reported sales volumes
|
(16.3
|
)%
|
|
Reported sales volumes
|
(16.3
|
)%
|
Sales pricing and product mix
|
13.9
|
%
|
|
Sales pricing, product costs and other adjustments
|
13.2
|
%
|
Foreign currency translation
|
1.9
|
%
|
|
Foreign currency translation
|
3.0
|
%
|
Total
|
0.5
|
%
|
|
Total
|
2.5
|
%
|
|
Year ended
|
|
Favorable
(unfavorable)
|
|
%
Change
|
|
Impact of
currency*
|
||||||||||||||||
(in millions)
|
December 31, 2016
|
|
December 31, 2015
|
|
|||||||||||||||||||
Net sales
|
$
|
8,073.7
|
|
|
100.0
|
%
|
|
$
|
8,981.8
|
|
|
100.0
|
%
|
|
$
|
(908.1
|
)
|
|
(10.1
|
)%
|
|
(1.4
|
)%
|
Cost of goods sold (exclusive of depreciation)
|
6,346.6
|
|
|
78.6
|
%
|
|
7,182.7
|
|
|
80.0
|
%
|
|
836.1
|
|
|
(11.6
|
)%
|
|
1.4
|
%
|
|||
Gross profit
|
$
|
1,727.1
|
|
|
21.4
|
%
|
|
$
|
1,799.1
|
|
|
20.0
|
%
|
|
$
|
(72.0
|
)
|
|
(4.0
|
)%
|
|
(1.3
|
)%
|
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Outbound freight and handling
|
286.6
|
|
|
3.5
|
%
|
|
324.6
|
|
|
3.6
|
%
|
|
38.0
|
|
|
(11.7
|
)%
|
|
0.7
|
%
|
|||
Warehousing, selling and administrative
|
877.8
|
|
|
10.9
|
%
|
|
874.4
|
|
|
9.7
|
%
|
|
(3.4
|
)
|
|
0.4
|
%
|
|
1.1
|
%
|
|||
Other operating expenses, net
|
104.5
|
|
|
1.3
|
%
|
|
106.1
|
|
|
1.2
|
%
|
|
1.6
|
|
|
(1.5
|
)%
|
|
6.0
|
%
|
|||
Depreciation
|
152.3
|
|
|
1.9
|
%
|
|
136.5
|
|
|
1.5
|
%
|
|
(15.8
|
)
|
|
11.6
|
%
|
|
1.7
|
%
|
|||
Amortization
|
85.6
|
|
|
1.1
|
%
|
|
88.5
|
|
|
1.0
|
%
|
|
2.9
|
|
|
(3.3
|
)%
|
|
1.4
|
%
|
|||
Impairment charges
|
133.9
|
|
|
1.7
|
%
|
|
—
|
|
|
—
|
%
|
|
(133.9
|
)
|
|
—
|
%
|
|
—
|
%
|
|||
Total operating expenses
|
$
|
1,640.7
|
|
|
20.3
|
%
|
|
$
|
1,530.1
|
|
|
17.0
|
%
|
|
$
|
(110.6
|
)
|
|
7.2
|
%
|
|
1.4
|
%
|
Operating income
|
$
|
86.4
|
|
|
1.1
|
%
|
|
$
|
269.0
|
|
|
3.0
|
%
|
|
$
|
(182.6
|
)
|
|
(67.9
|
)%
|
|
(0.5
|
)%
|
Other (expense) income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest income
|
3.9
|
|
|
—
|
%
|
|
4.3
|
|
|
—
|
%
|
|
(0.4
|
)
|
|
(9.3
|
)%
|
|
(2.3
|
)%
|
|||
Interest expense
|
(163.8
|
)
|
|
(2.0
|
)%
|
|
(211.3
|
)
|
|
(2.4
|
)%
|
|
47.5
|
|
|
(22.5
|
)%
|
|
0.7
|
%
|
|||
Loss on extinguishment of debt
|
—
|
|
|
—
|
%
|
|
(12.1
|
)
|
|
(0.1
|
)%
|
|
12.1
|
|
|
N/M
|
|
|
(200.0
|
)%
|
|||
Other expense, net
|
(6.1
|
)
|
|
(0.1
|
)%
|
|
(23.2
|
)
|
|
(0.3
|
)%
|
|
17.1
|
|
|
(73.7
|
)%
|
|
26.7
|
%
|
|||
Total other expense
|
$
|
(166.0
|
)
|
|
(2.1
|
)%
|
|
$
|
(242.3
|
)
|
|
(2.7
|
)%
|
|
$
|
76.3
|
|
|
(31.5
|
)%
|
|
3.1
|
%
|
(Loss) income before income taxes
|
(79.6
|
)
|
|
(1.0
|
)%
|
|
26.7
|
|
|
0.3
|
%
|
|
(106.3
|
)
|
|
(398.1
|
)%
|
|
23.2
|
%
|
|||
Income tax (benefit) expense
|
(11.2
|
)
|
|
(0.1
|
)%
|
|
10.2
|
|
|
0.1
|
%
|
|
21.4
|
|
|
(209.8
|
)%
|
|
2.0
|
%
|
|||
Net (loss) income
|
$
|
(68.4
|
)
|
|
(0.8
|
)%
|
|
$
|
16.5
|
|
|
0.2
|
%
|
|
$
|
(84.9
|
)
|
|
(514.5
|
)%
|
|
38.8
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
*
|
Foreign currency translation is included in the percentage change. Unfavorable impacts from foreign currency translation are designated with parentheses.
|
Gross profit percentage change due to:
|
||
Acquisitions
|
2.0
|
%
|
Reported sales volumes
|
(4.1
|
)%
|
Sales pricing, product costs and other adjustments
|
(0.6
|
)%
|
Foreign currency translation
|
(1.3
|
)%
|
Total
|
(4.0
|
)%
|
(in millions)
|
USA
|
|
Canada
|
|
EMEA
|
|
Rest of
World
|
|
Other/
Elimin-
ations
(1)
|
|
Consolidated
|
||||||||||||
|
Year ended December 31, 2016
|
||||||||||||||||||||||
Net sales:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
External customers
|
$
|
4,706.7
|
|
|
$
|
1,261.0
|
|
|
$
|
1,704.2
|
|
|
$
|
401.8
|
|
|
$
|
—
|
|
|
$
|
8,073.7
|
|
Inter-segment
|
104.4
|
|
|
8.3
|
|
|
4.5
|
|
|
—
|
|
|
(117.2
|
)
|
|
—
|
|
||||||
Total net sales
|
$
|
4,811.1
|
|
|
$
|
1,269.3
|
|
|
$
|
1,708.7
|
|
|
$
|
401.8
|
|
|
$
|
(117.2
|
)
|
|
$
|
8,073.7
|
|
Cost of goods sold (exclusive of depreciation)
|
3,769.7
|
|
|
1,047.4
|
|
|
1,324.6
|
|
|
322.1
|
|
|
(117.2
|
)
|
|
6,346.6
|
|
||||||
Gross profit
|
$
|
1,041.4
|
|
|
$
|
221.9
|
|
|
$
|
384.1
|
|
|
$
|
79.7
|
|
|
$
|
—
|
|
|
$
|
1,727.1
|
|
Outbound freight and handling
|
191.5
|
|
|
34.1
|
|
|
54.9
|
|
|
6.1
|
|
|
—
|
|
|
286.6
|
|
||||||
Warehousing, selling and administrative
|
517.5
|
|
|
83.8
|
|
|
210.5
|
|
|
46.8
|
|
|
19.2
|
|
|
877.8
|
|
||||||
Adjusted EBITDA
|
$
|
332.4
|
|
|
$
|
104.0
|
|
|
$
|
118.7
|
|
|
$
|
26.8
|
|
|
$
|
(19.2
|
)
|
|
$
|
562.7
|
|
Other operating expenses, net
|
|
|
|
|
|
|
|
|
|
|
104.5
|
|
|||||||||||
Depreciation
|
|
|
|
|
|
|
|
|
|
|
152.3
|
|
|||||||||||
Amortization
|
|
|
|
|
|
|
|
|
|
|
85.6
|
|
|||||||||||
Impairment charges
|
|
|
|
|
|
|
|
|
|
|
133.9
|
|
|||||||||||
Interest expense, net
|
|
|
|
|
|
|
|
|
|
|
159.9
|
|
|||||||||||
Other expense, net
|
|
|
|
|
|
|
|
|
|
|
6.1
|
|
|||||||||||
Income tax benefit
|
|
|
|
|
|
|
|
|
|
|
(11.2
|
)
|
|||||||||||
Net loss
|
|
|
|
|
|
|
|
|
|
|
$
|
(68.4
|
)
|
(in millions)
|
USA
|
|
Canada
|
|
EMEA
|
|
Rest of
World
|
|
Other/
Elimin-
ations
(1)
|
|
Consolidated
|
||||||||||||
|
Year ended December 31, 2015
|
||||||||||||||||||||||
Net sales:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
External customers
|
$
|
5,351.5
|
|
|
$
|
1,376.6
|
|
|
$
|
1,780.1
|
|
|
$
|
473.6
|
|
|
$
|
—
|
|
|
$
|
8,981.8
|
|
Inter-segment
|
112.7
|
|
|
8.6
|
|
|
4.0
|
|
|
0.1
|
|
|
(125.4
|
)
|
|
—
|
|
||||||
Total net sales
|
$
|
5,464.2
|
|
|
$
|
1,385.2
|
|
|
$
|
1,784.1
|
|
|
$
|
473.7
|
|
|
$
|
(125.4
|
)
|
|
$
|
8,981.8
|
|
Cost of goods sold (exclusive of depreciation)
|
4,365.9
|
|
|
1,161.0
|
|
|
1,398.6
|
|
|
382.6
|
|
|
(125.4
|
)
|
|
7,182.7
|
|
||||||
Gross profit
|
$
|
1,098.3
|
|
|
$
|
224.2
|
|
|
$
|
385.5
|
|
|
$
|
91.1
|
|
|
$
|
—
|
|
|
$
|
1,799.1
|
|
Outbound freight and handling
|
216.9
|
|
|
39.3
|
|
|
59.6
|
|
|
8.8
|
|
|
—
|
|
|
324.6
|
|
||||||
Warehousing, selling and administrative
|
492.6
|
|
|
87.8
|
|
|
226.0
|
|
|
54.1
|
|
|
13.9
|
|
|
874.4
|
|
||||||
Adjusted EBITDA
|
$
|
388.8
|
|
|
$
|
97.1
|
|
|
$
|
99.9
|
|
|
$
|
28.2
|
|
|
$
|
(13.9
|
)
|
|
$
|
600.1
|
|
Other operating expenses, net
|
|
|
|
|
|
|
|
|
|
|
106.1
|
|
|||||||||||
Depreciation
|
|
|
|
|
|
|
|
|
|
|
136.5
|
|
|||||||||||
Amortization
|
|
|
|
|
|
|
|
|
|
|
88.5
|
|
|||||||||||
Interest expense, net
|
|
|
|
|
|
|
|
|
|
|
207.0
|
|
|||||||||||
Loss on extinguishment of debt
|
|
|
|
|
|
|
|
|
|
|
12.1
|
|
|||||||||||
Other expense, net
|
|
|
|
|
|
|
|
|
|
|
23.2
|
|
|||||||||||
Income tax expense
|
|
|
|
|
|
|
|
|
|
|
10.2
|
|
|||||||||||
Net income
|
|
|
|
|
|
|
|
|
|
|
$
|
16.5
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
Other/Eliminations represents the elimination of intersegment transactions as well as unallocated corporate costs consisting of costs specifically related to parent company operations that do not directly benefit segments, either individually or collectively.
|
Net sales percentage change due to:
|
|
Gross profit percentage change due to:
|
||||
Acquisitions
|
1.4
|
%
|
|
Acquisitions
|
2.5
|
%
|
Reported sales volumes
|
(5.2
|
)%
|
|
Reported sales volumes
|
(5.2
|
)%
|
Sales pricing and product mix
|
(8.2
|
)%
|
|
Sales pricing, product costs and other adjustments
|
(2.5
|
)%
|
Total
|
(12.0
|
)%
|
|
Total
|
(5.2
|
)%
|
Net sales percentage change due to:
|
|
Gross profit percentage change due to:
|
||||
Acquisitions
|
2.4
|
%
|
|
Acquisitions
|
3.3
|
%
|
Reported sales volumes
|
(4.4
|
)%
|
|
Reported sales volumes
|
(4.4
|
)%
|
Sales pricing and product mix
|
(3.1
|
)%
|
|
Sales pricing, product costs and other adjustments
|
3.7
|
%
|
Foreign currency translation
|
(3.3
|
)%
|
|
Foreign currency translation
|
(3.6
|
)%
|
Total
|
(8.4
|
)%
|
|
Total
|
(1.0
|
)%
|
Net sales percentage change due to:
|
|
Gross profit percentage change due to:
|
||||
Reported sales volumes
|
(0.2
|
)%
|
|
Reported sales volumes
|
(0.2
|
)%
|
Sales pricing and product mix
|
(2.3
|
)%
|
|
Sales pricing, product costs and other adjustments
|
1.4
|
%
|
Foreign currency translation
|
(1.8
|
)%
|
|
Foreign currency translation
|
(1.6
|
)%
|
Total
|
(4.3
|
)%
|
|
Total
|
(0.4
|
)%
|
Net sales percentage change due to:
|
|
Gross profit percentage change due to:
|
||||
Reported sales volumes
|
(5.0
|
)%
|
|
Reported sales volumes
|
(5.0
|
)%
|
Sales pricing and product mix
|
(0.2
|
)%
|
|
Sales pricing, product costs and other adjustments
|
2.6
|
%
|
Foreign currency translation
|
(10.0
|
)%
|
|
Foreign currency translation
|
(10.1
|
)%
|
Total
|
(15.2
|
)%
|
|
Total
|
(12.5
|
)%
|
|
Fiscal Year Ended December 31,
|
||||||||||
(in millions)
|
2017
|
|
2016
|
|
2015
|
||||||
Net cash provided by operating activities
|
$
|
278.9
|
|
|
$
|
449.6
|
|
|
$
|
356.0
|
|
Net cash used by investing activities
|
(79.1
|
)
|
|
(136.0
|
)
|
|
(294.4
|
)
|
|||
Net cash used by financing activities
|
(108.7
|
)
|
|
(166.1
|
)
|
|
(19.8
|
)
|
|
Payment Due by Period
|
||||||||||||||||||
(in millions)
|
Total
|
|
2018
|
|
2019 - 2020
|
|
2021 - 2022
|
|
Thereafter
|
||||||||||
Short-term financing
(1)
|
$
|
13.4
|
|
|
$
|
13.4
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Capital leases
(1)
|
60.9
|
|
|
22.5
|
|
|
20.7
|
|
|
15.4
|
|
|
2.3
|
|
|||||
Long-term debt, including current maturities
(1)
|
2,849.0
|
|
|
39.5
|
|
|
200.7
|
|
|
45.6
|
|
|
2,563.2
|
|
|||||
Interest
(2)
|
772.8
|
|
|
131.9
|
|
|
253.2
|
|
|
234.2
|
|
|
153.5
|
|
|||||
Minimum operating lease payments
|
267.8
|
|
|
60.1
|
|
|
93.8
|
|
|
66.5
|
|
|
47.4
|
|
|||||
Estimated environmental liability payments
(3)
|
94.1
|
|
|
29.1
|
|
|
23.0
|
|
|
15.1
|
|
|
26.9
|
|
|||||
Total
(4)(5)(6)
|
$
|
4,058.0
|
|
|
$
|
296.5
|
|
|
$
|
591.4
|
|
|
$
|
376.8
|
|
|
$
|
2,793.3
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
See “Note 15: Debt” in Item 8 of this Annual Report on Form 10-K for additional information. Also, see “Note 23: Subsequent events” in Item 8 of this Annual Report on Form 10-K for additional information.
|
(2)
|
Interest payments on debt are calculated for future periods using interest rates in effect as of
December 31, 2017
. Projected interest payments include the related effects of interest rate swap agreements. Certain of these projected interest payments may differ in the future based on changes in floating interest rates, foreign currency fluctuations or other factors or events. The projected interest payments only pertain to obligations and agreements outstanding at
December 31, 2017
. See “Note 15: Debt” and “Note 17: Derivatives” in Item 8 of this Annual Report on Form 10-K for further discussion regarding our debt instruments and related interest rate agreements, respectively.
|
(3)
|
Included in the less than one year category is
$11.0 million
related to environmental liabilities for which the timing is uncertain. The timing of payments is unknown and could differ based on future events. For more information see “Note 19: Commitments and contingencies” in Item 8 of this Annual Report on Form 10-K.
|
(4)
|
Due to the high degree of uncertainty related to the timing of future cash outflows associated with unrecognized income tax benefits, we are unable to reasonably estimate beyond one year when settlement will occur with the respective taxing authorities and have excluded such liabilities from this table. At
December 31, 2017
, we reported a liability for unrecognized tax benefits of $3.7 million. For more information see “Note 7: Income taxes” in Item 8 of this Annual Report on Form 10-K.
|
(5)
|
This table excludes our pension and postretirement medical benefit obligations. Based on current projections of minimum funding requirements, we expect to make cash contributions of
$39.1 million
to our defined benefit pension plans in the year ended December 31,
2018
. The timing for any such requirement in future years is uncertain given the implicit uncertainty regarding the future developments of factors described in “Risk Factors” in Item 1A of this Annual Report on Form 10-K and “Note 8: Employee benefit plans” in Item 8 of this Annual Report on Form 10-K.
|
(in millions)
|
2017 Pension Benefit Obligation
|
||
25 basis point decrease in discount rate
|
$
|
51.9
|
|
(in millions)
|
2018 Net Benefit Cost
(Income)
|
||
25 basis point decrease in assumed discount rate
|
$
|
(1.6
|
)
|
100 basis point decrease in expected return on plan assets
|
10.4
|
|
(in millions)
|
Year Ended December 31, 2017
|
||
100 basis point increase in variable interest rates
|
$
|
4.6
|
|
200 basis point increase in variable interest rates
|
9.3
|
|
(in millions)
|
Year ended December 31, 2017
|
||
10% strengthening of US dollar
|
$
|
(1.4
|
)
|
10% strengthening of Euro
|
2.5
|
|
|
10% strengthening of British pound
|
(1.3
|
)
|
|
Page
|
|
|
|
Year ended December 31,
|
||||||||||
(in millions, except per share data)
|
Note
|
|
2017
|
|
2016
|
|
2015
|
||||||
Net sales
|
|
|
$
|
8,253.7
|
|
|
$
|
8,073.7
|
|
|
$
|
8,981.8
|
|
Cost of goods sold (exclusive of depreciation)
|
|
|
6,448.2
|
|
|
6,346.6
|
|
|
7,182.7
|
|
|||
Gross profit
|
|
|
$
|
1,805.5
|
|
|
$
|
1,727.1
|
|
|
$
|
1,799.1
|
|
Operating expenses:
|
|
|
|
|
|
|
|
||||||
Outbound freight and handling
|
|
|
292.0
|
|
|
286.6
|
|
|
324.6
|
|
|||
Warehousing, selling and administrative
|
|
|
909.8
|
|
|
877.8
|
|
|
874.4
|
|
|||
Other operating expenses, net
|
4
|
|
49.5
|
|
|
104.5
|
|
|
106.1
|
|
|||
Depreciation
|
|
|
135.0
|
|
|
152.3
|
|
|
136.5
|
|
|||
Amortization
|
|
|
65.4
|
|
|
85.6
|
|
|
88.5
|
|
|||
Impairment charges
|
13
|
|
—
|
|
|
133.9
|
|
|
—
|
|
|||
Total operating expenses
|
|
|
$
|
1,451.7
|
|
|
$
|
1,640.7
|
|
|
$
|
1,530.1
|
|
Operating income
|
|
|
$
|
353.8
|
|
|
$
|
86.4
|
|
|
$
|
269.0
|
|
Other (expense) income:
|
|
|
|
|
|
|
|
||||||
Interest income
|
|
|
4.0
|
|
|
3.9
|
|
|
4.3
|
|
|||
Interest expense
|
|
|
(152.0
|
)
|
|
(163.8
|
)
|
|
(211.3
|
)
|
|||
Loss on extinguishment of debt
|
15
|
|
(3.8
|
)
|
|
—
|
|
|
(12.1
|
)
|
|||
Other expense, net
|
6
|
|
(33.2
|
)
|
|
(6.1
|
)
|
|
(23.2
|
)
|
|||
Total other expense
|
|
|
$
|
(185.0
|
)
|
|
$
|
(166.0
|
)
|
|
$
|
(242.3
|
)
|
Income (loss) before income taxes
|
|
|
168.8
|
|
|
(79.6
|
)
|
|
26.7
|
|
|||
Income tax expense (benefit)
|
7
|
|
49.0
|
|
|
(11.2
|
)
|
|
10.2
|
|
|||
Net income (loss)
|
|
|
$
|
119.8
|
|
|
$
|
(68.4
|
)
|
|
$
|
16.5
|
|
Income (loss) per common share:
|
|
|
|
|
|
|
|
||||||
Basic
|
3
|
|
$
|
0.85
|
|
|
$
|
(0.50
|
)
|
|
$
|
0.14
|
|
Diluted
|
3
|
|
0.85
|
|
|
(0.50
|
)
|
|
0.14
|
|
|||
Weighted average common shares outstanding:
|
|
|
|
|
|
|
|
||||||
Basic
|
3
|
|
140.2
|
|
|
137.8
|
|
|
119.6
|
|
|||
Diluted
|
3
|
|
141.4
|
|
|
137.8
|
|
|
120.1
|
|
|
|
|
Year ended December 31,
|
||||||||||
(in millions)
|
Note
|
|
2017
|
|
2016
|
|
2015
|
||||||
Net income (loss)
|
|
|
$
|
119.8
|
|
|
$
|
(68.4
|
)
|
|
$
|
16.5
|
|
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
|
|
||||||
Foreign currency translation
|
10
|
|
107.1
|
|
|
36.3
|
|
|
(212.6
|
)
|
|||
Pension and other postretirement benefits adjustment
|
10
|
|
(2.4
|
)
|
|
(1.8
|
)
|
|
(7.3
|
)
|
|||
Derivative financial instruments
|
10
|
|
6.7
|
|
|
—
|
|
|
3.7
|
|
|||
Total other comprehensive income (loss), net of tax
|
|
|
$
|
111.4
|
|
|
$
|
34.5
|
|
|
$
|
(216.2
|
)
|
Comprehensive income (loss)
|
|
|
$
|
231.2
|
|
|
$
|
(33.9
|
)
|
|
$
|
(199.7
|
)
|
|
|
|
December 31,
|
||||||
(in millions, except per share data)
|
Note
|
|
2017
|
|
2016
|
||||
Assets
|
|
|
|
|
|
||||
Current assets:
|
|
|
|
|
|
||||
Cash and cash equivalents
|
|
|
$
|
467.0
|
|
|
$
|
336.4
|
|
Trade accounts receivable, net
|
|
|
1,062.4
|
|
|
950.3
|
|
||
Inventories
|
|
|
839.5
|
|
|
756.6
|
|
||
Prepaid expenses and other current assets
|
|
|
149.6
|
|
|
134.8
|
|
||
Total current assets
|
|
|
$
|
2,518.5
|
|
|
$
|
2,178.1
|
|
Property, plant and equipment, net
|
11
|
|
1,003.0
|
|
|
1,019.5
|
|
||
Goodwill
|
12
|
|
1,818.4
|
|
|
1,784.4
|
|
||
Intangible assets, net
|
12
|
|
287.7
|
|
|
339.2
|
|
||
Deferred tax assets
|
7
|
|
22.8
|
|
|
18.2
|
|
||
Other assets
|
|
|
82.3
|
|
|
50.5
|
|
||
Total assets
|
|
|
$
|
5,732.7
|
|
|
$
|
5,389.9
|
|
Liabilities and stockholders’ equity
|
|
|
|
|
|
||||
Current liabilities:
|
|
|
|
|
|
||||
Short-term financing
|
15
|
|
$
|
13.4
|
|
|
$
|
25.3
|
|
Trade accounts payable
|
|
|
941.7
|
|
|
852.3
|
|
||
Current portion of long-term debt
|
15
|
|
62.0
|
|
|
109.0
|
|
||
Accrued compensation
|
|
|
100.7
|
|
|
65.6
|
|
||
Other accrued expenses
|
14
|
|
301.6
|
|
|
287.3
|
|
||
Total current liabilities
|
|
|
$
|
1,419.4
|
|
|
$
|
1,339.5
|
|
Long-term debt
|
15
|
|
2,820.0
|
|
|
2,845.0
|
|
||
Pension and other postretirement benefit liabilities
|
8
|
|
257.1
|
|
|
268.6
|
|
||
Deferred tax liabilities
|
7
|
|
35.4
|
|
|
17.2
|
|
||
Other long-term liabilities
|
|
|
110.7
|
|
|
109.7
|
|
||
Total liabilities
|
|
|
$
|
4,642.6
|
|
|
$
|
4,580.0
|
|
Stockholders’ equity:
|
|
|
|
|
|
||||
Preferred stock, 200.0 million shares authorized at $0.01 par value with no shares issued or outstanding as of December 31, 2017 and 2016
|
|
|
—
|
|
|
—
|
|
||
Common stock, 2.0 billion shares authorized at $0.01 par value with 141.1 million and 138.8 million shares issued and outstanding at December 31, 2017 and December 31, 2016, respectively
|
|
|
1.4
|
|
|
1.4
|
|
||
Additional paid-in capital
|
|
|
2,301.3
|
|
|
2,251.8
|
|
||
Accumulated deficit
|
|
|
(934.1
|
)
|
|
(1,053.4
|
)
|
||
Accumulated other comprehensive loss
|
10
|
|
(278.5
|
)
|
|
(389.9
|
)
|
||
Total stockholders’ equity
|
|
|
$
|
1,090.1
|
|
|
$
|
809.9
|
|
Total liabilities and stockholders’ equity
|
|
|
$
|
5,732.7
|
|
|
$
|
5,389.9
|
|
|
|
|
Year ended December 31,
|
||||||||||
(in millions)
|
Note
|
|
2017
|
|
2016
|
|
2015
|
||||||
Operating activities:
|
|
|
|
|
|
|
|
||||||
Net income (loss)
|
|
|
$
|
119.8
|
|
|
$
|
(68.4
|
)
|
|
$
|
16.5
|
|
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
|
|
|
|
|
|
|
|
||||||
Depreciation and amortization
|
|
|
200.4
|
|
|
237.9
|
|
|
225.0
|
|
|||
Impairment charges
|
13
|
|
—
|
|
|
133.9
|
|
|
—
|
|
|||
Amortization of deferred financing fees and debt discount
|
|
|
7.9
|
|
|
7.9
|
|
|
12.2
|
|
|||
Amortization of pension credit from accumulated other comprehensive loss
|
8
|
|
(0.2
|
)
|
|
(4.5
|
)
|
|
(11.9
|
)
|
|||
Loss on extinguishment of debt
|
15
|
|
3.8
|
|
|
—
|
|
|
12.1
|
|
|||
Gain on sale of property, plant and equipment
|
4
|
|
(11.3
|
)
|
|
(0.7
|
)
|
|
(2.8
|
)
|
|||
Deferred income taxes
|
7
|
|
11.7
|
|
|
(31.6
|
)
|
|
(7.4
|
)
|
|||
Stock-based compensation expense
|
9
|
|
19.7
|
|
|
10.4
|
|
|
7.5
|
|
|||
Other
|
|
|
(0.7
|
)
|
|
(0.2
|
)
|
|
0.8
|
|
|||
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
|
||||||
Trade accounts receivable, net
|
|
|
(58.5
|
)
|
|
70.2
|
|
|
198.7
|
|
|||
Inventories
|
|
|
(47.7
|
)
|
|
42.0
|
|
|
82.3
|
|
|||
Prepaid expenses and other current assets
|
|
|
(8.7
|
)
|
|
40.1
|
|
|
(29.6
|
)
|
|||
Trade accounts payable
|
|
|
53.6
|
|
|
12.0
|
|
|
(104.1
|
)
|
|||
Pensions and other postretirement benefit liabilities
|
|
|
(51.8
|
)
|
|
26.9
|
|
|
(52.0
|
)
|
|||
Other, net
|
|
|
40.9
|
|
|
(26.3
|
)
|
|
8.7
|
|
|||
Net cash provided by operating activities
|
|
|
$
|
278.9
|
|
|
$
|
449.6
|
|
|
$
|
356.0
|
|
Investing activities:
|
|
|
|
|
|
|
|
||||||
Purchases of property, plant and equipment
|
|
|
$
|
(82.7
|
)
|
|
$
|
(90.1
|
)
|
|
$
|
(145.0
|
)
|
Proceeds from sale of property, plant and equipment
|
|
|
29.2
|
|
|
9.4
|
|
|
9.5
|
|
|||
Purchases of businesses, net of cash acquired
|
18
|
|
(24.4
|
)
|
|
(53.6
|
)
|
|
(153.4
|
)
|
|||
Other
|
|
|
(1.2
|
)
|
|
(1.7
|
)
|
|
(5.5
|
)
|
|||
Net cash used by investing activities
|
|
|
$
|
(79.1
|
)
|
|
$
|
(136.0
|
)
|
|
$
|
(294.4
|
)
|
Financing activities:
|
|
|
|
|
|
|
|
||||||
Proceeds from sale of common stock
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
765.3
|
|
Proceeds from the issuance of long-term debt
|
15
|
|
4,477.8
|
|
|
—
|
|
|
2,806.6
|
|
|||
Payments on long-term debt and capital lease obligations
|
15
|
|
(4,585.7
|
)
|
|
(178.2
|
)
|
|
(3,547.8
|
)
|
|||
Short-term financing, net
|
15
|
|
(22.2
|
)
|
|
(4.6
|
)
|
|
(11.5
|
)
|
|||
Financing fees paid
|
15
|
|
(7.7
|
)
|
|
—
|
|
|
(28.7
|
)
|
|||
Taxes paid related to net share settlements of stock-based compensation awards
|
|
|
(8.5
|
)
|
|
—
|
|
|
(3.6
|
)
|
|||
Stock option exercises
|
9
|
|
36.5
|
|
|
16.9
|
|
|
3.0
|
|
|||
Other
|
|
|
1.1
|
|
|
(0.2
|
)
|
|
(3.1
|
)
|
|||
Net cash used by financing activities
|
|
|
$
|
(108.7
|
)
|
|
$
|
(166.1
|
)
|
|
$
|
(19.8
|
)
|
Effect of exchange rate changes on cash and cash equivalents
|
|
|
$
|
39.5
|
|
|
$
|
0.8
|
|
|
$
|
(59.7
|
)
|
Net increase (decrease) in cash and cash equivalents
|
|
|
130.6
|
|
|
148.3
|
|
|
(17.9
|
)
|
|||
Cash and cash equivalents at beginning of period
|
|
|
336.4
|
|
|
188.1
|
|
|
206.0
|
|
|||
Cash and cash equivalents at end of period
|
|
|
$
|
467.0
|
|
|
$
|
336.4
|
|
|
$
|
188.1
|
|
Supplemental disclosure of cash flow information:
|
|
|
|
|
|
|
|
||||||
Cash paid during the period for:
|
|
|
|
|
|
|
|
||||||
Income taxes
|
|
|
$
|
29.9
|
|
|
$
|
14.9
|
|
|
$
|
38.2
|
|
Interest, net of capitalized interest
|
|
|
140.2
|
|
|
148.9
|
|
|
169.7
|
|
|||
Non-cash activities:
|
|
|
|
|
|
|
|
||||||
Additions of property, plant and equipment included in trade accounts payable and other accrued expenses
|
|
|
$
|
7.4
|
|
|
$
|
11.5
|
|
|
$
|
10.1
|
|
Additions of property, plant and equipment under a capital lease obligation
|
|
|
19.9
|
|
|
29.6
|
|
|
67.7
|
|
(in millions, except per share data)
|
Common
stock
(shares)
|
|
Common
stock
|
|
Additional
paid-in
capital
|
|
Accumulated
deficit
|
|
Accumulated
other
comprehensive
income (loss)
|
|
Total
|
|||||||||||
Balance, January 1, 2015
|
100.2
|
|
|
$
|
—
|
|
|
$
|
1,457.6
|
|
|
$
|
(1,001.3
|
)
|
|
$
|
(208.2
|
)
|
|
$
|
248.1
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
16.5
|
|
|
—
|
|
|
16.5
|
|
|||||
Foreign currency translation adjustment, net of tax $7.4
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(212.6
|
)
|
|
(212.6
|
)
|
|||||
Pension and other postretirement benefits adjustment, net of tax $4.6
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7.3
|
)
|
|
(7.3
|
)
|
|||||
Derivative financial instruments, net of tax ($2.1)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3.7
|
|
|
3.7
|
|
|||||
Share issuances
|
37.7
|
|
|
—
|
|
|
761.5
|
|
|
—
|
|
|
—
|
|
|
761.5
|
|
|||||
Change in par value of common stock to $0.01
|
—
|
|
|
1.4
|
|
|
(1.4
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Tax withholdings related to net share settlements of stock-based compensation awards
|
(0.2
|
)
|
|
—
|
|
|
(3.4
|
)
|
|
(0.2
|
)
|
|
—
|
|
|
(3.6
|
)
|
|||||
Stock option exercises
|
0.2
|
|
|
—
|
|
|
3.0
|
|
|
—
|
|
|
—
|
|
|
3.0
|
|
|||||
Stock-based compensation
|
0.1
|
|
|
—
|
|
|
7.5
|
|
|
—
|
|
|
—
|
|
|
7.5
|
|
|||||
Usage of excess tax benefit from stock-based compensation
|
—
|
|
|
—
|
|
|
(0.1
|
)
|
|
—
|
|
|
—
|
|
|
(0.1
|
)
|
|||||
Balance, December 31, 2015
|
138.0
|
|
|
$
|
1.4
|
|
|
$
|
2,224.7
|
|
|
$
|
(985.0
|
)
|
|
$
|
(424.4
|
)
|
|
$
|
816.7
|
|
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
(68.4
|
)
|
|
—
|
|
|
(68.4
|
)
|
|||||
Foreign currency translation adjustment, net of tax $23.9
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
36.3
|
|
|
36.3
|
|
|||||
Pension and other postretirement benefits adjustment, net of tax $1.5
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1.8
|
)
|
|
(1.8
|
)
|
|||||
Stock option exercises
|
0.8
|
|
|
—
|
|
|
16.9
|
|
|
—
|
|
|
—
|
|
|
16.9
|
|
|||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
10.4
|
|
|
—
|
|
|
—
|
|
|
10.4
|
|
|||||
Other
|
—
|
|
|
—
|
|
|
(0.2
|
)
|
|
—
|
|
|
—
|
|
|
(0.2
|
)
|
|||||
Balance, December 31, 2016
|
138.8
|
|
|
$
|
1.4
|
|
|
$
|
2,251.8
|
|
|
$
|
(1,053.4
|
)
|
|
$
|
(389.9
|
)
|
|
$
|
809.9
|
|
Impact due to adoption of ASU, net of tax $0.2
(1)
|
—
|
|
|
—
|
|
|
0.7
|
|
|
(0.5
|
)
|
|
—
|
|
|
0.2
|
|
|||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
119.8
|
|
|
—
|
|
|
119.8
|
|
|||||
Foreign currency translation adjustment, net of tax ($2.1)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
107.1
|
|
|
107.1
|
|
|||||
Pension and other postretirement benefits adjustment, net of tax $0.6
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2.4
|
)
|
|
(2.4
|
)
|
|||||
Derivative financial instruments, net of tax ($4.3)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6.7
|
|
|
6.7
|
|
|||||
Restricted stock units vested
|
0.8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Tax withholdings related to net share settlements of stock-based compensation awards
|
(0.3
|
)
|
|
—
|
|
|
(8.5
|
)
|
|
—
|
|
|
—
|
|
|
(8.5
|
)
|
|||||
Stock option exercises
|
1.8
|
|
|
—
|
|
|
36.5
|
|
|
—
|
|
|
—
|
|
|
36.5
|
|
|||||
Employee stock purchase plan
(2)
|
—
|
|
|
—
|
|
|
1.1
|
|
|
—
|
|
|
—
|
|
|
1.1
|
|
|||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
19.7
|
|
|
—
|
|
|
—
|
|
|
19.7
|
|
|||||
Balance, December 31, 2017
|
141.1
|
|
|
$
|
1.4
|
|
|
$
|
2,301.3
|
|
|
$
|
(934.1
|
)
|
|
$
|
(278.5
|
)
|
|
$
|
1,090.1
|
|
|
(1)
|
Adjusted due to the adoption of ASU 2016-09 “Improvement to Employee Share-Based Payment Accounting” on January 1, 2017. Refer to “Note 2: Significant accounting policies” for more information.
|
(2)
|
During November 2016, our Board of Directors approved the Univar Employee Stock Purchase Plan, or ESPP, authorizing the issuances of up to
2.0 million
shares of the Company's common stock effective January 1, 2017. The total number of shares issued under the plan for the first two offering periods from January through December 2017 was
39,418
shares.
|
•
|
Univar USA (“USA”)
|
•
|
Univar Canada (“Canada”)
|
•
|
Univar Europe, the Middle East and Africa (“EMEA”)
|
•
|
Rest of the World (“Rest of World”)
|
Buildings
|
10-50 years
|
Main components of tank farms
|
5-40 years
|
Containers
|
2-15 years
|
Machinery and equipment
|
5-20 years
|
Furniture, fixtures and others
|
5-20 years
|
Information technology
|
3-10 years
|
|
Level 1
|
Quoted prices for
identical
instruments in active markets.
|
|
|
|
|
Level 2
|
Quoted prices for
similar
instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuation in which all significant inputs and significant value drivers are observable in active markets.
|
|
|
|
|
Level 3
|
Valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are
unobservable
.
|
|
Year ended December 31,
|
||||||||||
(in millions, except per share data)
|
2017
|
|
2016
|
|
2015
|
||||||
Basic:
|
|
|
|
|
|
||||||
Net income (loss)
|
$
|
119.8
|
|
|
$
|
(68.4
|
)
|
|
$
|
16.5
|
|
Less: earnings allocated to participating securities
|
0.2
|
|
|
—
|
|
|
—
|
|
|||
Earnings allocated to common shares outstanding
|
$
|
119.6
|
|
|
$
|
(68.4
|
)
|
|
$
|
16.5
|
|
Weighted average common shares outstanding
|
140.2
|
|
|
137.8
|
|
|
119.6
|
|
|||
Basic income (loss) per common share
|
$
|
0.85
|
|
|
$
|
(0.50
|
)
|
|
$
|
0.14
|
|
Diluted:
|
|
|
|
|
|
||||||
Net income (loss)
|
$
|
119.8
|
|
|
$
|
(68.4
|
)
|
|
$
|
16.5
|
|
Less: earnings allocated to participating securities
|
—
|
|
|
—
|
|
|
—
|
|
|||
Earnings allocated to common shares outstanding
|
$
|
119.8
|
|
|
$
|
(68.4
|
)
|
|
$
|
16.5
|
|
Weighted average common shares outstanding
|
140.2
|
|
|
137.8
|
|
|
119.6
|
|
|||
Effect of dilutive securities:
|
|
|
|
|
|
||||||
Stock compensation plans
(1)
|
1.2
|
|
|
—
|
|
|
0.5
|
|
|||
Weighted average common shares outstanding – diluted
|
141.4
|
|
|
137.8
|
|
|
120.1
|
|
|||
Diluted income (loss) per common share
|
$
|
0.85
|
|
|
$
|
(0.50
|
)
|
|
$
|
0.14
|
|
|
|
|
|
|
|
(1)
|
Stock options to purchase approximately
0.8 million
,
3.3 million
, and
2.0 million
shares of common stock were outstanding during the years ended
December 31, 2017
,
2016
and
2015
, respectively, but were not included in the calculation of diluted income (loss) per share as the impact of these stock options would have been anti-dilutive.
|
|
Year ended December 31,
|
||||||||||
(in millions)
|
2017
|
|
2016
|
|
2015
|
||||||
Pension mark to market loss
|
$
|
3.8
|
|
|
$
|
68.6
|
|
|
$
|
21.1
|
|
Pension curtailment and settlement gains
|
(9.7
|
)
|
|
(1.3
|
)
|
|
(4.0
|
)
|
|||
Stock-based compensation expense
|
19.7
|
|
|
10.4
|
|
|
7.5
|
|
|||
Business transformation costs
|
23.4
|
|
|
5.4
|
|
|
—
|
|
|||
Restructuring charges
|
5.5
|
|
|
6.5
|
|
|
33.8
|
|
|||
Other employee termination costs
|
8.1
|
|
|
1.5
|
|
|
—
|
|
|||
Gain on sale of property, plant and equipment
|
(11.3
|
)
|
|
(0.7
|
)
|
|
(2.8
|
)
|
|||
Acquisition and integration related expenses
|
3.1
|
|
|
5.5
|
|
|
7.1
|
|
|||
Advisory fees to CVC and CD&R
(1)
|
—
|
|
|
—
|
|
|
2.8
|
|
|||
Contract termination fee to CVC and CD&R
|
—
|
|
|
—
|
|
|
26.2
|
|
|||
Other
|
6.9
|
|
|
8.6
|
|
|
14.4
|
|
|||
Total other operating expenses, net
|
$
|
49.5
|
|
|
$
|
104.5
|
|
|
$
|
106.1
|
|
|
|
|
|
|
|
(1)
|
As of
December 31, 2015
, significant stockholders were CVC Capital Partners (“CVC”) and Clayton, Dubilier & Rice, LLC (“CD&R”).
|
(in millions)
|
USA
|
|
Canada
|
|
EMEA
|
|
ROW
|
|
Other
|
|
Total
|
||||||||||||
Anticipated total costs
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Employee termination costs
|
$
|
16.5
|
|
|
$
|
5.7
|
|
|
$
|
22.5
|
|
|
$
|
6.2
|
|
|
$
|
5.8
|
|
|
$
|
56.7
|
|
Facility exit costs
|
23.9
|
|
|
—
|
|
|
3.7
|
|
|
0.2
|
|
|
—
|
|
|
27.8
|
|
||||||
Other exit costs
|
1.7
|
|
|
—
|
|
|
6.6
|
|
|
—
|
|
|
0.8
|
|
|
9.1
|
|
||||||
Total
|
$
|
42.1
|
|
|
$
|
5.7
|
|
|
$
|
32.8
|
|
|
$
|
6.4
|
|
|
$
|
6.6
|
|
|
$
|
93.6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Incurred to date costs
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Inception of plans through December 31, 2017
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Employee termination costs
|
$
|
16.5
|
|
|
$
|
5.7
|
|
|
$
|
22.5
|
|
|
$
|
6.2
|
|
|
$
|
5.8
|
|
|
$
|
56.7
|
|
Facility exit costs
|
22.2
|
|
|
—
|
|
|
3.7
|
|
|
0.2
|
|
|
—
|
|
|
26.1
|
|
||||||
Other exit costs
|
1.7
|
|
|
—
|
|
|
6.6
|
|
|
—
|
|
|
0.8
|
|
|
9.1
|
|
||||||
Total
|
$
|
40.4
|
|
|
$
|
5.7
|
|
|
$
|
32.8
|
|
|
$
|
6.4
|
|
|
$
|
6.6
|
|
|
$
|
91.9
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Inception of plans through December 31, 2016
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Employee termination costs
|
$
|
16.8
|
|
|
$
|
5.2
|
|
|
$
|
21.6
|
|
|
$
|
4.4
|
|
|
$
|
5.8
|
|
|
$
|
53.8
|
|
Facility exit costs
|
19.6
|
|
|
—
|
|
|
3.5
|
|
|
0.2
|
|
|
—
|
|
|
23.3
|
|
||||||
Other exit costs
|
1.7
|
|
|
—
|
|
|
6.8
|
|
|
—
|
|
|
0.8
|
|
|
9.3
|
|
||||||
Total
|
$
|
38.1
|
|
|
$
|
5.2
|
|
|
$
|
31.9
|
|
|
$
|
4.6
|
|
|
$
|
6.6
|
|
|
$
|
86.4
|
|
(in millions)
|
January 1,
2017 |
|
Charge to
earnings
|
|
Cash paid
|
|
Non-cash
and other
|
|
December 31, 2017
|
||||||||||
Employee termination costs
|
$
|
6.9
|
|
|
$
|
2.9
|
|
|
$
|
(7.2
|
)
|
|
$
|
0.4
|
|
|
$
|
3.0
|
|
Facility exit costs
|
13.2
|
|
|
2.8
|
|
|
(5.5
|
)
|
|
(0.3
|
)
|
|
10.2
|
|
|||||
Other exit costs
|
—
|
|
|
(0.2
|
)
|
|
(0.3
|
)
|
|
—
|
|
|
(0.5
|
)
|
|||||
Total
|
$
|
20.1
|
|
|
$
|
5.5
|
|
|
$
|
(13.0
|
)
|
|
$
|
0.1
|
|
|
$
|
12.7
|
|
(in millions)
|
January 1,
2016 |
|
Charge to
earnings
|
|
Cash paid
|
|
Non-cash
and other
|
|
December 31, 2016
|
||||||||||
Employee termination costs
|
$
|
31.0
|
|
|
$
|
0.4
|
|
|
$
|
(24.5
|
)
|
|
$
|
—
|
|
|
$
|
6.9
|
|
Facility exit costs
|
15.5
|
|
|
6.0
|
|
|
(8.3
|
)
|
|
—
|
|
|
13.2
|
|
|||||
Other exit costs
|
0.1
|
|
|
0.1
|
|
|
(0.2
|
)
|
|
—
|
|
|
—
|
|
|||||
Total
|
$
|
46.6
|
|
|
$
|
6.5
|
|
|
$
|
(33.0
|
)
|
|
$
|
—
|
|
|
$
|
20.1
|
|
|
Year ended December 31,
|
||||||||||
(in millions)
|
2017
|
|
2016
|
|
2015
|
||||||
Foreign currency transactions
|
$
|
(4.6
|
)
|
|
$
|
(0.6
|
)
|
|
$
|
(0.8
|
)
|
Foreign currency denominated loans revaluation
|
(17.9
|
)
|
|
(13.7
|
)
|
|
8.9
|
|
|||
Undesignated foreign currency derivative instruments
(1)
|
0.3
|
|
|
(1.8
|
)
|
|
(4.8
|
)
|
|||
Undesignated interest rate swap contracts
(1)
|
(2.2
|
)
|
|
10.1
|
|
|
2.0
|
|
|||
Ineffective portion of cash flow hedges
(1)
|
—
|
|
|
—
|
|
|
(0.4
|
)
|
|||
Loss due to discontinuance of cash flow hedges
(1)
|
—
|
|
|
—
|
|
|
(7.5
|
)
|
|||
Debt refinancing costs
(2)
|
(5.3
|
)
|
|
—
|
|
|
(16.5
|
)
|
|||
Other
|
(3.5
|
)
|
|
(0.1
|
)
|
|
(4.1
|
)
|
|||
Total other expense, net
|
$
|
(33.2
|
)
|
|
$
|
(6.1
|
)
|
|
$
|
(23.2
|
)
|
|
|
|
|
|
|
(1)
|
Refer to “Note 17: Derivatives” for more information.
|
(2)
|
Refer to “Note 15: Debt” for more information.
|
|
Year ended December 31,
|
||||||||||
(in millions)
|
2017
|
|
2016
|
|
2015
|
||||||
Income (loss) before income taxes
|
|
|
|
|
|
||||||
United States
|
$
|
1.5
|
|
|
$
|
(131.3
|
)
|
|
$
|
(13.0
|
)
|
Foreign
|
167.3
|
|
|
51.7
|
|
|
39.7
|
|
|||
Total income (loss) before income taxes
|
$
|
168.8
|
|
|
$
|
(79.6
|
)
|
|
$
|
26.7
|
|
|
Year ended December 31,
|
||||||||||
(in millions)
|
2017
|
|
2016
|
|
2015
|
||||||
Current:
|
|
|
|
|
|
||||||
Federal
|
$
|
6.8
|
|
|
$
|
(0.1
|
)
|
|
$
|
0.6
|
|
State
|
2.0
|
|
|
0.1
|
|
|
2.5
|
|
|||
Foreign
|
28.5
|
|
|
20.4
|
|
|
14.5
|
|
|||
Total current
|
$
|
37.3
|
|
|
$
|
20.4
|
|
|
$
|
17.6
|
|
Deferred:
|
|
|
|
|
|
||||||
Federal
|
26.5
|
|
|
(15.1
|
)
|
|
(12.3
|
)
|
|||
State
|
—
|
|
|
(3.0
|
)
|
|
1.7
|
|
|||
Foreign
|
(14.8
|
)
|
|
(13.5
|
)
|
|
3.2
|
|
|||
Total deferred
|
$
|
11.7
|
|
|
$
|
(31.6
|
)
|
|
$
|
(7.4
|
)
|
Total income tax expense (benefit)
|
$
|
49.0
|
|
|
$
|
(11.2
|
)
|
|
$
|
10.2
|
|
|
Year ended December 31,
|
||||||||||
(in millions)
|
2017
|
|
2016
|
|
2015
|
||||||
US federal statutory income tax expense (benefit) applied to income (loss) before income taxes
|
$
|
59.1
|
|
|
$
|
(27.8
|
)
|
|
$
|
9.3
|
|
State income taxes, net of federal benefit
|
1.4
|
|
|
(2.9
|
)
|
|
3.3
|
|
|||
Foreign tax rate differential
|
(18.0
|
)
|
|
(5.8
|
)
|
|
(6.5
|
)
|
|||
Non-taxable interest income
|
(11.4
|
)
|
|
(10.8
|
)
|
|
(14.1
|
)
|
|||
Valuation allowance, net
|
(18.1
|
)
|
|
(24.7
|
)
|
|
(9.0
|
)
|
|||
Expiration of tax attributes
|
0.1
|
|
|
4.4
|
|
|
8.1
|
|
|||
Foreign losses not benefited
|
0.7
|
|
|
8.0
|
|
|
7.5
|
|
|||
Effect of flow-through entities
|
8.9
|
|
|
(9.0
|
)
|
|
4.2
|
|
|||
Net share-based compensation
|
(3.7
|
)
|
|
1.7
|
|
|
3.5
|
|
|||
Non-deductible expense
|
3.5
|
|
|
3.4
|
|
|
3.5
|
|
|||
Unrecognized tax benefits
|
(1.7
|
)
|
|
(1.4
|
)
|
|
(2.5
|
)
|
|||
Adjustment to prior year tax due to changes in estimates
|
(0.5
|
)
|
|
0.3
|
|
|
1.6
|
|
|||
Change in statutory income tax rates
|
(17.5
|
)
|
|
2.7
|
|
|
1.1
|
|
|||
Deemed dividends from foreign subsidiaries
|
17.6
|
|
|
1.4
|
|
|
0.6
|
|
|||
Non-deductible interest expense
|
0.1
|
|
|
2.6
|
|
|
0.5
|
|
|||
Withholding and other taxes based on income
|
0.5
|
|
|
0.5
|
|
|
0.5
|
|
|||
Contingent consideration
|
(0.3
|
)
|
|
—
|
|
|
—
|
|
|||
Foreign exchange rate remeasurement
|
0.3
|
|
|
(1.0
|
)
|
|
(0.4
|
)
|
|||
Revaluation due to Section 987 tax law change
|
—
|
|
|
45.0
|
|
|
—
|
|
|||
One-time repatriation tax
|
76.5
|
|
|
—
|
|
|
—
|
|
|||
Foreign Tax Credit
|
(47.6
|
)
|
|
—
|
|
|
—
|
|
|||
Other
|
(0.9
|
)
|
|
2.2
|
|
|
(1.0
|
)
|
|||
Total income tax expense (benefit)
|
$
|
49.0
|
|
|
$
|
(11.2
|
)
|
|
$
|
10.2
|
|
|
December 31,
|
||||||
(in millions)
|
2017
|
|
2016
|
||||
Deferred tax assets:
|
|
|
|
||||
Net operating loss carryforwards
|
$
|
68.6
|
|
|
$
|
124.1
|
|
Environmental reserves
|
25.3
|
|
|
40.2
|
|
||
Interest
|
35.7
|
|
|
93.8
|
|
||
Tax credit and capital loss carryforwards
|
37.2
|
|
|
4.5
|
|
||
Pension
|
68.2
|
|
|
105.4
|
|
||
Flow-through entities
|
2.5
|
|
|
15.6
|
|
||
Stock options
|
5.7
|
|
|
11.4
|
|
||
Inventory
|
4.2
|
|
|
8.7
|
|
||
Other temporary differences
|
26.4
|
|
|
17.8
|
|
||
Gross deferred tax assets
|
$
|
273.8
|
|
|
$
|
421.5
|
|
Valuation allowance
|
(117.2
|
)
|
|
(167.9
|
)
|
||
Deferred tax assets, net of valuation allowance
|
$
|
156.6
|
|
|
$
|
253.6
|
|
Deferred tax liabilities:
|
|
|
|
||||
Property, plant and equipment, net
|
(98.7
|
)
|
|
(165.2
|
)
|
||
Intangible assets
|
(64.6
|
)
|
|
(85.3
|
)
|
||
Other temporary differences
|
(5.9
|
)
|
|
(2.1
|
)
|
||
Deferred tax liabilities
|
$
|
(169.2
|
)
|
|
$
|
(252.6
|
)
|
Net deferred tax (liability) asset
|
$
|
(12.6
|
)
|
|
$
|
1.0
|
|
|
December 31,
|
||||||
(in millions)
|
2017
|
|
2016
|
||||
Beginning balance
|
$
|
167.9
|
|
|
$
|
193.0
|
|
Change related to current foreign net operating losses
|
0.7
|
|
|
5.3
|
|
||
Change related to utilization of net operating loss carryforwards
|
(30.1
|
)
|
|
(20.6
|
)
|
||
Change related to generation/expiration of tax attributes
|
29.9
|
|
|
(4.5
|
)
|
||
Change related to foreign currency
|
7.1
|
|
|
(4.6
|
)
|
||
Change related to utilization of deferred interest expense
|
(26.3
|
)
|
|
—
|
|
||
Change related to tax rate change
|
(31.6
|
)
|
|
—
|
|
||
Change related to other items
|
(0.4
|
)
|
|
(0.7
|
)
|
||
Ending balance
|
$
|
117.2
|
|
|
$
|
167.9
|
|
|
Year ended
December 31,
|
||||||
(in millions)
|
2017
|
|
2016
|
||||
Beginning balance
|
$
|
4.3
|
|
|
$
|
5.2
|
|
Increase for tax positions of prior years
|
—
|
|
|
0.4
|
|
||
Reductions due to the statute of limitations expiration
|
(1.5
|
)
|
|
(1.3
|
)
|
||
Foreign exchange
|
0.3
|
|
|
—
|
|
||
Ending balance
|
$
|
3.1
|
|
|
$
|
4.3
|
|
|
Domestic
|
|
Foreign
|
|
Total
|
||||||||||||||||||
|
Year ended
December 31,
|
|
Year ended
December 31,
|
|
Year ended
December 31,
|
||||||||||||||||||
(in millions)
|
2017
|
|
2016
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||||||
Change in projected benefit obligations:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Actuarial present value of benefit obligations at beginning of year
|
$
|
719.7
|
|
|
$
|
691.9
|
|
|
$
|
555.5
|
|
|
$
|
531.7
|
|
|
$
|
1,275.2
|
|
|
$
|
1,223.6
|
|
Service cost
|
—
|
|
|
—
|
|
|
2.5
|
|
|
2.5
|
|
|
2.5
|
|
|
2.5
|
|
||||||
Interest cost
|
30.8
|
|
|
32.0
|
|
|
16.2
|
|
|
18.3
|
|
|
47.0
|
|
|
50.3
|
|
||||||
Benefits paid
|
(34.2
|
)
|
|
(32.1
|
)
|
|
(27.9
|
)
|
|
(23.9
|
)
|
|
(62.1
|
)
|
|
(56.0
|
)
|
||||||
Plan amendments
|
—
|
|
|
—
|
|
|
2.7
|
|
|
(1.6
|
)
|
|
2.7
|
|
|
(1.6
|
)
|
||||||
Settlement
|
(44.3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(44.3
|
)
|
|
—
|
|
||||||
Curtailment
|
—
|
|
|
—
|
|
|
—
|
|
|
(1.3
|
)
|
|
—
|
|
|
(1.3
|
)
|
||||||
Actuarial loss
|
49.9
|
|
|
27.9
|
|
|
13.3
|
|
|
86.1
|
|
|
63.2
|
|
|
114.0
|
|
||||||
Foreign exchange and other
|
—
|
|
|
—
|
|
|
49.7
|
|
|
(56.3
|
)
|
|
49.7
|
|
|
(56.3
|
)
|
||||||
Actuarial present value of benefit obligations at end of year
|
$
|
721.9
|
|
|
$
|
719.7
|
|
|
$
|
612.0
|
|
|
$
|
555.5
|
|
|
$
|
1,333.9
|
|
|
$
|
1,275.2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Change in the fair value of plan assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Plan assets at beginning of year
|
$
|
509.1
|
|
|
$
|
497.6
|
|
|
$
|
494.3
|
|
|
$
|
481.5
|
|
|
$
|
1,003.4
|
|
|
$
|
979.1
|
|
Actual return on plan assets
|
80.0
|
|
|
40.1
|
|
|
37.4
|
|
|
66.3
|
|
|
117.4
|
|
|
106.4
|
|
||||||
Contributions by employer
|
12.1
|
|
|
3.5
|
|
|
26.1
|
|
|
28.1
|
|
|
38.2
|
|
|
31.6
|
|
||||||
Benefits paid
|
(34.2
|
)
|
|
(32.1
|
)
|
|
(27.9
|
)
|
|
(23.9
|
)
|
|
(62.1
|
)
|
|
(56.0
|
)
|
||||||
Settlement
|
(34.7
|
)
|
|
—
|
|
|
(1.3
|
)
|
|
—
|
|
|
(36.0
|
)
|
|
—
|
|
||||||
Foreign exchange and other
|
—
|
|
|
—
|
|
|
46.3
|
|
|
(57.7
|
)
|
|
46.3
|
|
|
(57.7
|
)
|
||||||
Plan assets at end of year
|
$
|
532.3
|
|
|
$
|
509.1
|
|
|
$
|
574.9
|
|
|
$
|
494.3
|
|
|
$
|
1,107.2
|
|
|
$
|
1,003.4
|
|
Funded status at end of year
|
$
|
(189.6
|
)
|
|
$
|
(210.6
|
)
|
|
$
|
(37.1
|
)
|
|
$
|
(61.2
|
)
|
|
$
|
(226.7
|
)
|
|
$
|
(271.8
|
)
|
|
Domestic
|
|
Foreign
|
|
Total
|
||||||||||||||||||
|
December 31,
|
|
December 31,
|
|
December 31,
|
||||||||||||||||||
(in millions)
|
2017
|
|
2016
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||||||
Overfunded net benefit obligation in other assets
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
33.9
|
|
|
$
|
—
|
|
|
$
|
33.9
|
|
|
$
|
—
|
|
Current portion of net benefit obligation in other accrued expenses
|
(3.5
|
)
|
|
(3.6
|
)
|
|
(2.1
|
)
|
|
(1.9
|
)
|
|
(5.6
|
)
|
|
(5.5
|
)
|
||||||
Long-term portion of net benefit obligation in pension and other postretirement benefit liabilities
|
(186.1
|
)
|
|
(207.0
|
)
|
|
(68.9
|
)
|
|
(59.3
|
)
|
|
(255.0
|
)
|
|
(266.3
|
)
|
||||||
Net liability recognized at end of year
|
$
|
(189.6
|
)
|
|
$
|
(210.6
|
)
|
|
$
|
(37.1
|
)
|
|
$
|
(61.2
|
)
|
|
$
|
(226.7
|
)
|
|
$
|
(271.8
|
)
|
|
Domestic
|
|
Foreign
|
|
Total
|
||||||||||||||||||
|
December 31,
|
|
December 31,
|
|
December 31,
|
||||||||||||||||||
(in millions)
|
2017
|
|
2016
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||||||
Accumulated benefit obligation
|
$
|
721.9
|
|
|
$
|
719.7
|
|
|
$
|
211.4
|
|
|
$
|
412.5
|
|
|
$
|
933.3
|
|
|
$
|
1,132.2
|
|
Fair value of plan assets
|
532.3
|
|
|
509.1
|
|
|
169.3
|
|
|
379.5
|
|
|
701.6
|
|
|
888.6
|
|
|
Domestic
|
|
Foreign
|
|
Total
|
||||||||||||||||||
|
December 31,
|
|
December 31,
|
|
December 31,
|
||||||||||||||||||
(in millions)
|
2017
|
|
2016
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||||||
Projected benefit obligation
|
$
|
721.9
|
|
|
$
|
719.7
|
|
|
$
|
240.3
|
|
|
$
|
555.5
|
|
|
$
|
962.2
|
|
|
$
|
1,275.2
|
|
Fair value of plan assets
|
532.3
|
|
|
509.1
|
|
|
169.3
|
|
|
494.3
|
|
|
701.6
|
|
|
1,003.4
|
|
|
Domestic
|
|
Foreign
|
|
Total
|
||||||||||||||||||||||||||||||
|
Year ended December 31,
|
|
Year ended December 31,
|
|
Year ended December 31,
|
||||||||||||||||||||||||||||||
(in millions)
|
2017
|
|
2016
|
|
2015
|
|
2017
|
|
2016
|
|
2015
|
|
2017
|
|
2016
|
|
2015
|
||||||||||||||||||
Service cost
(1)
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2.5
|
|
|
$
|
2.5
|
|
|
$
|
5.4
|
|
|
$
|
2.5
|
|
|
$
|
2.5
|
|
|
$
|
5.4
|
|
Interest cost
(1)
|
30.8
|
|
|
32.0
|
|
|
30.8
|
|
|
16.2
|
|
|
18.3
|
|
|
20.1
|
|
|
47.0
|
|
|
50.3
|
|
|
50.9
|
|
|||||||||
Expected return on plan assets
(1)
|
(30.9
|
)
|
|
(32.5
|
)
|
|
(35.8
|
)
|
|
(26.0
|
)
|
|
(28.7
|
)
|
|
(30.2
|
)
|
|
(56.9
|
)
|
|
(61.2
|
)
|
|
(66.0
|
)
|
|||||||||
Amortization of unrecognized prior service credits
(1)
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.2
|
)
|
|
—
|
|
|
—
|
|
|
(0.2
|
)
|
|
—
|
|
|
—
|
|
|||||||||
Settlement
(2)
|
(9.7
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1.4
|
)
|
|
(9.7
|
)
|
|
—
|
|
|
(1.4
|
)
|
|||||||||
Curtailment
(2)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1.3
|
)
|
|
(2.6
|
)
|
|
—
|
|
|
(1.3
|
)
|
|
(2.6
|
)
|
|||||||||
Actuarial loss
(3)
|
0.8
|
|
|
20.3
|
|
|
12.1
|
|
|
3.2
|
|
|
48.5
|
|
|
12.5
|
|
|
4.0
|
|
|
68.8
|
|
|
24.6
|
|
|||||||||
Net periodic benefit (income) cost
|
$
|
(9.0
|
)
|
|
$
|
19.8
|
|
|
$
|
7.1
|
|
|
$
|
(4.3
|
)
|
|
$
|
39.3
|
|
|
$
|
3.8
|
|
|
$
|
(13.3
|
)
|
|
$
|
59.1
|
|
|
$
|
10.9
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
These amounts are included in warehouse, selling and administrative expenses.
|
(2)
|
In 2017, the settlement gain is related to a lump sum offering accepted by participants in the USA segment. In 2016 and 2015, the settlement and curtailment gains are a result of the restructuring activities in the EMEA segment. Settlement and curtailment gains are included in other operating expenses, net.
|
(3)
|
Actuarial loss is included in other operating expenses, net.
|
(in millions)
|
Defined benefit pension plans
|
||
Net prior service cost
|
$
|
(1.4
|
)
|
(in millions)
|
Defined benefit pension plans
|
||
Prior service cost
|
$
|
(0.1
|
)
|
|
Other postretirement
benefits
|
||||||
|
Year ended December 31,
|
||||||
(in millions)
|
2017
|
|
2016
|
||||
Change in accumulated postretirement benefit obligations:
|
|
|
|
||||
Actuarial present value of benefit obligations at beginning of year
|
$
|
2.8
|
|
|
$
|
3.4
|
|
Service cost
|
—
|
|
|
—
|
|
||
Interest cost
|
0.2
|
|
|
0.1
|
|
||
Contributions by participants
|
0.4
|
|
|
0.3
|
|
||
Benefits paid
|
(0.7
|
)
|
|
(0.8
|
)
|
||
Actuarial gain
|
(0.2
|
)
|
|
(0.2
|
)
|
||
Actuarial present value of benefit obligations at end of year
|
$
|
2.5
|
|
|
$
|
2.8
|
|
Change in the fair value of plan assets:
|
|
|
|
||||
Plan assets at beginning of year
|
$
|
—
|
|
|
$
|
—
|
|
Contributions by employer
|
0.3
|
|
|
0.5
|
|
||
Contributions by participants
|
0.4
|
|
|
0.3
|
|
||
Benefits paid
|
(0.7
|
)
|
|
(0.8
|
)
|
||
Plan assets at end of year
|
$
|
—
|
|
|
$
|
—
|
|
Funded status at end of year
|
$
|
(2.5
|
)
|
|
$
|
(2.8
|
)
|
|
Other postretirement
benefits
|
||||||
|
December 31,
|
||||||
(in millions)
|
2017
|
|
2016
|
||||
Current portion of net benefit obligation in other accrued expenses
|
$
|
(0.4
|
)
|
|
$
|
(0.5
|
)
|
Long-term portion of net benefit obligation in pension and other postretirement benefit liabilities
|
(2.1
|
)
|
|
(2.3
|
)
|
||
Net liability recognized at end of year
|
$
|
(2.5
|
)
|
|
$
|
(2.8
|
)
|
|
Other postretirement
benefits
|
||||||||||
|
Year ended December 31,
|
||||||||||
(in millions)
|
2017
|
|
2016
|
|
2015
|
||||||
Service cost
(1)
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
0.1
|
|
Interest cost
(1)
|
0.2
|
|
|
0.1
|
|
|
0.2
|
|
|||
Amortization of unrecognized prior service credits
(1)
|
—
|
|
|
(4.5
|
)
|
|
(11.9
|
)
|
|||
Actuarial gain
(2)
|
(0.2
|
)
|
|
(0.2
|
)
|
|
(3.5
|
)
|
|||
Net periodic benefit income
|
$
|
—
|
|
|
$
|
(4.6
|
)
|
|
$
|
(15.1
|
)
|
|
|
|
|
|
|
(1)
|
These amounts are included in warehouse, selling and administrative expenses.
|
(2)
|
Actuarial gain is included in other operating expenses, net.
|
|
Domestic
|
|
Foreign
|
||||||||
|
December 31,
|
|
December 31,
|
||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||
Actuarial assumptions used to determine benefit obligations at end of period:
|
|
|
|
|
|
|
|
||||
Discount rate
|
3.87
|
%
|
|
4.39
|
%
|
|
2.61
|
%
|
|
2.84
|
%
|
Expected annual rate of compensation increase
|
N/A
|
|
|
N/A
|
|
|
2.87
|
%
|
|
2.87
|
%
|
|
Domestic
|
|
Foreign
|
||||||||||||||
|
Year ended December 31,
|
|
Year ended December 31,
|
||||||||||||||
|
2017
|
|
2016
|
|
2015
|
|
2017
|
|
2016
|
|
2015
|
||||||
Actuarial assumptions used to determine net periodic benefit cost (income) for the period:
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Discount rate
|
4.39
|
%
|
|
4.74
|
%
|
|
4.31
|
%
|
|
2.84
|
%
|
|
3.65
|
%
|
|
3.51
|
%
|
Expected rate of return on plan assets
|
7.00
|
%
|
|
7.50
|
%
|
|
7.50
|
%
|
|
5.01
|
%
|
|
6.18
|
%
|
|
6.07
|
%
|
Expected annual rate of compensation increase
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
2.87
|
%
|
|
2.86
|
%
|
|
2.80
|
%
|
|
Domestic
|
|
Foreign
|
||
Asset category:
|
|
|
|
||
Equity securities
|
50.0
|
%
|
|
34.8
|
%
|
Debt securities
|
45.0
|
%
|
|
59.0
|
%
|
Other
|
5.0
|
%
|
|
6.2
|
%
|
Total
|
100.0
|
%
|
|
100.0
|
%
|
Fair value methodology
|
Description
|
Cash
|
This represents cash at banks. The amount of cash in the bank account represents the fair value.
|
|
|
Investment funds
|
Values are based on the net asset value of the units held at year end. The net asset values are based on the fair value of the underlying assets of the funds, minus their liabilities, and then divided by the number of units outstanding at the valuation date. The funds are traded on private markets that are not active; however, the unit price is based primarily on observable market data of the fund’s underlying assets.
|
|
|
Insurance contracts
|
The fair value is based on the present value of the accrued benefit.
|
|
December 31, 2017
|
||||||||||
(in millions)
|
Total
|
|
Level 1
|
|
Level 2
|
||||||
Cash
|
$
|
2.6
|
|
|
$
|
2.6
|
|
|
$
|
—
|
|
Investments funds
(1)
|
529.7
|
|
|
—
|
|
|
529.7
|
|
|||
Total
|
$
|
532.3
|
|
|
$
|
2.6
|
|
|
$
|
529.7
|
|
|
|
|
|
|
|
(1)
|
This category includes investments in
30.8%
in US equities,
19.7%
in non-US equities,
44.5%
in US corporate bonds and
5.0%
in other investments.
|
|
December 31, 2016
|
||||||||||
(in millions)
|
Total
|
|
Level 1
|
|
Level 2
|
||||||
Cash
|
$
|
2.4
|
|
|
$
|
2.4
|
|
|
$
|
—
|
|
Investments funds
(1)
|
506.7
|
|
|
—
|
|
|
506.7
|
|
|||
Total
|
$
|
509.1
|
|
|
$
|
2.4
|
|
|
$
|
506.7
|
|
|
|
|
|
|
|
(1)
|
This category includes investments in
30.0%
in US equities,
20.0%
in non-US equities,
44.9%
in US corporate bonds and
5.1%
in other investments.
|
|
December 31, 2017
|
||||||||||||||
(in millions)
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
Cash
|
$
|
4.0
|
|
|
$
|
4.0
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Investments:
|
|
|
|
|
|
|
|
||||||||
Investment funds
(1)
|
552.7
|
|
|
—
|
|
|
552.7
|
|
|
—
|
|
||||
Insurance contracts
|
18.2
|
|
|
—
|
|
|
—
|
|
|
18.2
|
|
||||
Total investments
|
$
|
570.9
|
|
|
$
|
—
|
|
|
$
|
552.7
|
|
|
$
|
18.2
|
|
Total
|
$
|
574.9
|
|
|
$
|
4.0
|
|
|
$
|
552.7
|
|
|
$
|
18.2
|
|
|
|
|
|
|
|
|
|
(1)
|
This category includes investments in
11.0%
in US equities,
22.0%
in non-US equities,
29.2%
in non-US corporate bonds,
32.0%
in non-US government bonds and
5.8%
in other investments.
|
(in millions)
|
Insurance
contracts
|
||
Balance at January 1, 2017
|
$
|
15.6
|
|
Actual return to plan assets:
|
|
||
Related to assets still held at year end
|
0.1
|
|
|
Purchases, sales and settlements, net
|
0.3
|
|
|
Foreign exchange
|
2.2
|
|
|
Balance at December 31, 2017
|
$
|
18.2
|
|
|
December 31, 2016
|
||||||||||||||
(in millions)
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
Cash
|
$
|
4.6
|
|
|
$
|
4.6
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Investments:
|
|
|
|
|
|
|
|
||||||||
Investment funds
(1)
|
474.1
|
|
|
—
|
|
|
474.1
|
|
|
—
|
|
||||
Insurance contracts
|
15.6
|
|
|
—
|
|
|
—
|
|
|
15.6
|
|
||||
Total investments
|
$
|
489.7
|
|
|
$
|
—
|
|
|
$
|
474.1
|
|
|
$
|
15.6
|
|
Total
|
$
|
494.3
|
|
|
$
|
4.6
|
|
|
$
|
474.1
|
|
|
$
|
15.6
|
|
|
|
|
|
|
|
|
|
(1)
|
This category includes investments in
8.4%
in US equities,
30.2%
in non-US equities,
2.8%
in US corporate bonds,
24.0%
in non-US corporate bonds,
0.3%
in US government bonds,
25.9%
in non-US government bonds and
8.4%
in other investments.
|
(in millions)
|
Insurance
contracts
|
||
Balance at January 1, 2016
|
$
|
13.8
|
|
Actual return on plan assets:
|
|
||
Related to assets still held at year end
|
2.2
|
|
|
Purchases, sales and settlements, net
|
0.1
|
|
|
Foreign exchange
|
(0.5
|
)
|
|
Balance at December 31, 2016
|
$
|
15.6
|
|
|
Defined benefit pension plans
|
|
Other
postretirement
benefits
|
||||||||||||
(in millions)
|
Domestic
|
|
Foreign
|
|
Total
|
|
|||||||||
2018
|
$
|
37.3
|
|
|
$
|
17.1
|
|
|
$
|
54.4
|
|
|
$
|
0.5
|
|
2019
|
36.8
|
|
|
17.0
|
|
|
53.8
|
|
|
0.5
|
|
||||
2020
|
37.9
|
|
|
17.6
|
|
|
55.5
|
|
|
0.1
|
|
||||
2021
|
38.8
|
|
|
18.7
|
|
|
57.5
|
|
|
0.1
|
|
||||
2022
|
39.7
|
|
|
20.9
|
|
|
60.6
|
|
|
0.1
|
|
||||
2023 through 2027
|
209.6
|
|
|
116.1
|
|
|
325.7
|
|
|
0.3
|
|
•
|
Assets contributed to the multi-employer plan by the Company may be used to provide benefits to employees of other participating employers.
|
•
|
If the Company stops contributing to the plan, the unfunded obligations of the plan may be borne by the remaining participating employers.
|
•
|
If the Company chooses to stop participating in some of its multi-employer plans, it may be required to pay those plans an amount based on the underfunded status of the plan, referred to as a withdrawal liability.
|
Pension fund
|
EIN/Pension
plan number
|
|
PPA zone status
|
|
FIP/RP
status
pending/
implemented
|
|
Contributions
(1)
|
|
Surcharge
imposed
|
|
Expiration
dates of
collective
bargaining
agreement(s)
|
||||||||||||
Year ended
December 31,
|
|
||||||||||||||||||||||
2017
|
|
2016
|
|
2017
|
|
2016
|
|
2015
|
|
||||||||||||||
Western Conference of Teamsters Pension Plan
|
91-6145047/001
|
|
Green
|
|
Green
|
|
No
|
|
$
|
1.5
|
|
|
$
|
1.7
|
|
|
$
|
1.4
|
|
|
No
|
|
January 22, 2018 to
July 31, 2021
|
Central States, Southeast and Southwest Areas Pension Plan
|
36-6044243/001
|
|
Red as of January 1, 2016
|
|
Red as of
January 1, 2015 |
|
Implemented
|
|
1.1
|
|
|
1.1
|
|
|
1.1
|
|
|
No
|
|
January 15, 2018
to
November 30, 2022
|
|||
New England Teamsters and Trucking Industry Pension Fund
|
04-6372430/001
|
|
Red as of October 1, 2016
|
|
Red as of
October 1, 2014 |
|
Implemented
|
|
0.1
|
|
|
0.1
|
|
|
0.1
|
|
|
No
|
|
June 30, 2020
|
|||
|
|
|
|
|
|
|
Total
contributions:
|
|
$
|
2.7
|
|
|
$
|
2.9
|
|
|
$
|
2.6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
The plan contributions by the Company did not represent more than
five percent
of total contributions to the plans as indicated in the plans’ most recently available annual report.
|
|
Number of
stock
options
|
|
Weighted-
average
exercise price
|
|
Weighted-
average
remaining
contractual
term (in years)
|
|
Aggregate
intrinsic value
(in millions)
|
|||||
Outstanding at January 1, 2017
|
3,634,733
|
|
|
$
|
20.03
|
|
|
|
|
|
||
Granted
|
980,570
|
|
|
28.82
|
|
|
|
|
|
|||
Exercised
|
(1,810,108
|
)
|
|
20.18
|
|
|
|
|
|
|||
Forfeited
|
(196,586
|
)
|
|
24.17
|
|
|
|
|
|
|||
Outstanding at December 31, 2017
|
2,608,609
|
|
|
$
|
22.92
|
|
|
|
|
|
||
Exercisable at December 31, 2017
|
1,579,435
|
|
|
$
|
20.29
|
|
|
5.3
|
|
$
|
16.8
|
|
Expected to vest after December 31, 2017
|
1,029,174
|
|
|
$
|
26.95
|
|
|
8.4
|
|
$
|
4.1
|
|
|
Restricted
stock
|
|
Weighted
average
grant-date
fair value
|
|||
Non-vested at January 1, 2017
|
86,197
|
|
|
$
|
18.43
|
|
Granted
|
46,536
|
|
|
29.92
|
|
|
Vested
|
(79,898
|
)
|
|
18.42
|
|
|
Forfeited
|
—
|
|
|
—
|
|
|
Non-vested at December 31, 2017
|
52,835
|
|
|
$
|
28.56
|
|
|
Number of
Restricted Stock Unit
|
|
Weighted-
average
grant-date fair value
|
|||
Non-vested at January 1, 2017
|
1,009,887
|
|
|
$
|
13.10
|
|
Granted
|
572,938
|
|
|
29.39
|
|
|
Vested
|
(658,115
|
)
|
|
16.15
|
|
|
Forfeited
|
(135,791
|
)
|
|
16.72
|
|
|
Non-vested at December 31, 2017
|
788,919
|
|
|
$
|
21.77
|
|
|
Year ended December 31, 2016
|
|
Risk-free interest rate
(1)
|
1.0
|
%
|
Expected dividend yield
(2)
|
—
|
|
Expected volatility
(3)
|
45.0
|
%
|
|
|
(1)
|
The risk-free interest rate is based on the US Treasury yield for a period in years over which performance condition is satisfied.
|
(2)
|
The Company currently has no expectation of paying cash dividends on its common stock.
|
(3)
|
As the Company does not have sufficient historical volatility data, the expected volatility is based on the average historical data of a peer group of public companies over a period equal to the expected term of the performance-based RSUs.
|
|
Year ended December 31,
|
|||||||
|
2017
|
|
2016
|
|
2015
|
|||
Risk-free interest rate
(1)
|
2.1
|
%
|
|
—
|
%
|
|
1.7
|
%
|
Expected dividend yield
(2)
|
—
|
|
|
—
|
|
|
—
|
|
Expected volatility
(3)
|
25.5
|
%
|
|
—
|
%
|
|
28.3
|
%
|
Expected term (years)
(4)
|
5.9
|
|
|
0.0
|
|
|
6.2
|
|
|
|
|
|
|
|
(1)
|
The risk-free interest rate is based on the US Treasury yield for a term consistent with the expected term of the stock options at the time of grant.
|
(2)
|
The Company currently has no expectation of paying cash dividends on its common stock.
|
(3)
|
As the Company does not have sufficient historical volatility data, the expected volatility is based on the average historical data of a peer group of public companies over a period equal to the expected term of the stock options.
|
(4)
|
As the Company does not have sufficient historical exercise data under the Plans, the expected term is based on the average of the vesting period of each tranche and the original contract term of
10
years.
|
|
Year ended December 31,
|
||||||||||
(in millions)
|
2017
|
|
2016
|
|
2015
|
||||||
Total intrinsic value of stock options exercised
|
$
|
16.7
|
|
|
$
|
4.0
|
|
|
$
|
0.4
|
|
Fair value of restricted stock and RSUs vested
|
22.8
|
|
|
2.7
|
|
|
2.9
|
|
(in millions)
|
Cash flow
hedges
|
|
Defined
benefit
pension items
|
|
Currency
translation
items
|
|
Total
|
||||||||
Balance as of December 31, 2015
|
$
|
—
|
|
|
$
|
3.0
|
|
|
$
|
(427.4
|
)
|
|
$
|
(424.4
|
)
|
Other comprehensive income before reclassifications
|
—
|
|
|
1.2
|
|
|
36.3
|
|
|
37.5
|
|
||||
Amounts reclassified from accumulated other comprehensive loss
|
—
|
|
|
(3.0
|
)
|
|
—
|
|
|
(3.0
|
)
|
||||
Net current period other comprehensive (loss) income
|
$
|
—
|
|
|
$
|
(1.8
|
)
|
|
$
|
36.3
|
|
|
$
|
34.5
|
|
Balance as of December 31, 2016
|
$
|
—
|
|
|
$
|
1.2
|
|
|
$
|
(391.1
|
)
|
|
$
|
(389.9
|
)
|
Other comprehensive income (loss) before reclassifications
|
4.4
|
|
|
(2.2
|
)
|
|
107.1
|
|
|
109.3
|
|
||||
Amounts reclassified from accumulated other comprehensive loss
|
2.3
|
|
|
(0.2
|
)
|
|
—
|
|
|
2.1
|
|
||||
Net current period other comprehensive income (loss)
|
$
|
6.7
|
|
|
$
|
(2.4
|
)
|
|
$
|
107.1
|
|
|
$
|
111.4
|
|
Balance as of December 31, 2017
|
$
|
6.7
|
|
|
$
|
(1.2
|
)
|
|
$
|
(284.0
|
)
|
|
$
|
(278.5
|
)
|
(in millions)
|
Year ended
December 31,
2017
(1)
|
|
Year ended
December 31,
2016
(1)
|
|
Location of impact on
statement of operations
|
||||
Amortization of defined benefit pension items:
|
|
|
|
|
|
||||
Prior service credits
|
$
|
(0.2
|
)
|
|
$
|
(4.5
|
)
|
|
Warehousing, selling and administrative
|
Tax expense
|
—
|
|
|
1.5
|
|
|
Income tax expense (benefit)
|
||
Net of tax
|
$
|
(0.2
|
)
|
|
$
|
(3.0
|
)
|
|
|
Cash flow hedges:
|
|
|
|
|
|
||||
Interest rate swap contracts
|
$
|
3.8
|
|
|
$
|
—
|
|
|
Interest expense
|
Tax benefit
|
(1.5
|
)
|
|
—
|
|
|
Income tax expense (benefit)
|
||
Net of tax
|
$
|
2.3
|
|
|
$
|
—
|
|
|
|
Total reclassifications for the period
|
$
|
2.1
|
|
|
$
|
(3.0
|
)
|
|
|
|
|
|
|
|
|
(1)
|
Amounts in parentheses indicate credits to net income in the consolidated statement of operations.
|
|
December 31,
|
||||||
(in millions)
|
2017
|
|
2016
|
||||
Land and buildings
|
$
|
809.6
|
|
|
$
|
781.1
|
|
Tank farms
|
277.4
|
|
|
272.5
|
|
||
Machinery, equipment and other
|
820.2
|
|
|
747.6
|
|
||
Less: Accumulated depreciation
|
(927.2
|
)
|
|
(811.5
|
)
|
||
Subtotal
|
$
|
980.0
|
|
|
$
|
989.7
|
|
Work in progress
|
23.0
|
|
|
29.8
|
|
||
Property, plant and equipment, net
(1)
|
$
|
1,003.0
|
|
|
$
|
1,019.5
|
|
|
|
|
|
(1)
|
As of
December 31, 2016
, property, plant and equipment amounts are net of impairment losses of
$16.5 million
. Refer to “Note 13: Impairment charges” for further information.
|
|
December 31,
|
||||||
(in millions)
|
2017
|
|
2016
|
||||
Capital lease assets, at cost
|
$
|
86.0
|
|
|
$
|
76.5
|
|
Less: accumulated depreciation
|
(27.0
|
)
|
|
(14.5
|
)
|
||
Capital lease assets, net
|
$
|
59.0
|
|
|
$
|
62.0
|
|
(in millions)
|
USA
|
|
Canada
|
|
EMEA
|
|
Rest of
World
|
|
Total
|
||||||||||
Balance, January 1, 2016
|
$
|
1,306.1
|
|
|
$
|
420.7
|
|
|
$
|
2.1
|
|
|
$
|
16.2
|
|
|
$
|
1,745.1
|
|
Additions
|
17.7
|
|
|
5.2
|
|
|
—
|
|
|
—
|
|
|
22.9
|
|
|||||
Purchase price adjustments
|
1.4
|
|
|
—
|
|
|
(0.9
|
)
|
|
—
|
|
|
0.5
|
|
|||||
Foreign exchange
|
—
|
|
|
12.5
|
|
|
(0.1
|
)
|
|
3.5
|
|
|
15.9
|
|
|||||
Balance, December 31, 2016
|
$
|
1,325.2
|
|
|
$
|
438.4
|
|
|
$
|
1.1
|
|
|
$
|
19.7
|
|
|
$
|
1,784.4
|
|
Additions
|
—
|
|
|
—
|
|
|
—
|
|
|
4.1
|
|
|
4.1
|
|
|||||
Purchase price adjustments
|
—
|
|
|
0.5
|
|
|
—
|
|
|
—
|
|
|
0.5
|
|
|||||
Foreign exchange
|
—
|
|
|
29.8
|
|
|
0.1
|
|
|
(0.5
|
)
|
|
29.4
|
|
|||||
Balance, December 31, 2017
|
$
|
1,325.2
|
|
|
$
|
468.7
|
|
|
$
|
1.2
|
|
|
$
|
23.3
|
|
|
$
|
1,818.4
|
|
|
December 31, 2017
|
|
December 31, 2016
|
||||||||||||||||||||
(in millions)
|
Gross
|
|
Accumulated
amortization
|
|
Net
|
|
Gross
|
|
Accumulated
amortization
|
|
Net
|
||||||||||||
Intangible assets (subject to amortization):
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Customer relationships
(1)
|
$
|
853.5
|
|
|
$
|
(582.1
|
)
|
|
$
|
271.4
|
|
|
$
|
826.2
|
|
|
$
|
(514.3
|
)
|
|
$
|
311.9
|
|
Other
(2)
|
177.8
|
|
|
(161.5
|
)
|
|
16.3
|
|
|
178.2
|
|
|
(150.9
|
)
|
|
27.3
|
|
||||||
Total intangible assets
|
$
|
1,031.3
|
|
|
$
|
(743.6
|
)
|
|
$
|
287.7
|
|
|
$
|
1,004.4
|
|
|
$
|
(665.2
|
)
|
|
$
|
339.2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
Net of impairment losses of
$110.2 million
recorded during the year ended
December 31, 2016
. Refer to “Note 13: Impairment charges” for further information.
|
(2)
|
Net of impairment losses of
$3.5 million
recorded during the year ended
December 31, 2016
. Refer to “Note 13: Impairment charges” for further information.
|
|
December 31,
|
||||||
(in millions)
|
2017
|
|
2016
|
||||
Amounts drawn under credit facilities
|
$
|
9.1
|
|
|
$
|
12.1
|
|
Bank overdrafts
|
4.3
|
|
|
13.2
|
|
||
Total
|
$
|
13.4
|
|
|
$
|
25.3
|
|
|
December 31,
|
||||||
(in millions)
|
2017
|
|
2016
|
||||
Senior Term Loan Facilities:
|
|
|
|
||||
Term B Loan due 2024, variable interest rate of 4.07% and 4.25% at December 31, 2017 and December 31, 2016, respectively
|
$
|
2,277.8
|
|
|
$
|
2,024.4
|
|
Euro Tranche Term Loan due 2022, variable interest rate of 4.25% at December 31, 2016 (Loan paid off on Nov 28, 2017)
|
—
|
|
|
259.9
|
|
||
Asset Backed Loan (ABL) Facilities:
|
|
|
|
||||
North American ABL Facility due 2020, variable interest rate of 5.00% and 4.25% at December 31, 2017 and December 31, 2016, respectively
|
155.0
|
|
|
152.0
|
|
||
North American ABL Term Loan due 2018, variable interest rate of 4.44% and 3.75% at December 31, 2017 and December 31, 2016, respectively
|
16.7
|
|
|
83.3
|
|
||
Senior Unsecured Notes:
|
|
|
|
||||
Senior Unsecured Notes due 2023, fixed interest rate of 6.75% at December 31, 2017 and December 31, 2016
|
399.5
|
|
|
399.5
|
|
||
Capital lease obligations
|
60.9
|
|
|
63.4
|
|
||
Total long-term debt before discount
|
$
|
2,909.9
|
|
|
$
|
2,982.5
|
|
Less: unamortized debt issuance costs and discount on debt
|
(27.9
|
)
|
|
(28.5
|
)
|
||
Total long-term debt
|
$
|
2,882.0
|
|
|
$
|
2,954.0
|
|
Less: current maturities
|
(62.0
|
)
|
|
(109.0
|
)
|
||
Total long-term debt, excluding current maturities
|
$
|
2,820.0
|
|
|
$
|
2,845.0
|
|
(1)
|
See “Note 23: Subsequent events” in Item 8 of this Annual Report on Form 10-K for additional information.
|
|
December 31,
|
||||||
(in millions)
|
2017
|
|
2016
|
||||
Cash
|
$
|
313.6
|
|
|
$
|
237.4
|
|
Trade accounts receivable, net
|
881.0
|
|
|
790.6
|
|
||
Inventories
|
702.0
|
|
|
655.5
|
|
||
Prepaid expenses and other current assets
|
93.3
|
|
|
128.2
|
|
||
Property, plant and equipment, net
|
780.0
|
|
|
856.4
|
|
||
Total
|
$
|
2,769.9
|
|
|
$
|
2,668.1
|
|
|
Level 2
|
|
Level 3
|
||||||||||||
|
December 31,
|
|
December 31,
|
||||||||||||
(in millions)
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Financial current assets:
|
|
|
|
|
|
|
|
||||||||
Forward currency contracts
|
$
|
0.3
|
|
|
$
|
0.5
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Interest rate swap contracts
|
1.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Financial non-current assets:
|
|
|
|
|
|
|
|
||||||||
Interest rate swap contracts
|
10.6
|
|
|
9.8
|
|
|
—
|
|
|
—
|
|
||||
Financial current liabilities:
|
|
|
|
|
|
|
|
||||||||
Forward currency contracts
|
0.4
|
|
|
0.3
|
|
|
—
|
|
|
—
|
|
||||
Interest rate swap contracts
|
—
|
|
|
5.6
|
|
|
—
|
|
|
—
|
|
||||
Contingent consideration
|
—
|
|
|
—
|
|
|
—
|
|
|
1.6
|
|
||||
Financial non-current liabilities:
|
|
|
|
|
|
|
|
||||||||
Contingent consideration
|
—
|
|
|
—
|
|
|
0.4
|
|
|
5.9
|
|
(in millions)
|
2017
|
|
2016
|
||||
Fair value as of January 1
|
$
|
7.5
|
|
|
$
|
8.7
|
|
Additions
|
0.4
|
|
|
—
|
|
||
Fair value adjustments
|
(3.0
|
)
|
|
(0.7
|
)
|
||
Foreign currency
|
0.1
|
|
|
(0.1
|
)
|
||
Payments
|
(3.7
|
)
|
|
(0.4
|
)
|
||
Gain on settlement
|
(0.9
|
)
|
|
—
|
|
||
Fair value as of December 31
|
$
|
0.4
|
|
|
$
|
7.5
|
|
|
December 31, 2017
|
|
December 31, 2016
|
||||||||||||
(in millions)
|
Carrying
amount
|
|
Fair
value
|
|
Carrying
amount
|
|
Fair
value
|
||||||||
Financial liabilities:
|
|
|
|
|
|
|
|
||||||||
Long-term debt including current portion (Level 2)
|
$
|
2,882.0
|
|
|
$
|
2,939.7
|
|
|
$
|
2,954.0
|
|
|
$
|
3,019.1
|
|
(in millions)
|
Minimum rental
commitments
|
||
2018
|
$
|
60.1
|
|
2019
|
51.8
|
|
|
2020
|
42.0
|
|
|
2021
|
34.7
|
|
|
2022
|
31.9
|
|
|
Thereafter
|
47.3
|
|
|
Total
|
$
|
267.8
|
|
(in millions)
|
2017
|
|
2016
|
||||
Environmental liabilities at January 1
|
$
|
95.8
|
|
|
$
|
113.2
|
|
Revised obligation estimates
|
12.3
|
|
|
5.5
|
|
||
Environmental payments
|
(19.3
|
)
|
|
(22.5
|
)
|
||
Foreign exchange
|
0.4
|
|
|
(0.4
|
)
|
||
Environmental liabilities at December 31
|
$
|
89.2
|
|
|
$
|
95.8
|
|
|
Year ended December 31,
|
|||||||
(in millions)
|
2017
|
|
2016
|
|
2015
|
|||
CD&R:
|
|
|
|
|
|
|||
Sales to affiliate companies
|
5.3
|
|
|
7.7
|
|
|
29.7
|
|
Purchases from affiliate companies
|
6.0
|
|
|
16.5
|
|
|
19.9
|
|
Temasek:
|
|
|
|
|
|
|||
Sales to affiliate companies
|
10.1
|
|
|
14.4
|
|
|
19.8
|
|
Purchases from affiliate companies
|
0.7
|
|
|
10.1
|
|
|
0.1
|
|
CVC
(1)
:
|
|
|
|
|
|
|||
Sales to affiliate companies
|
—
|
|
|
0.5
|
|
|
1.9
|
|
Purchases from affiliate companies
|
—
|
|
|
—
|
|
|
8.8
|
|
|
|
|
|
|
|
(1)
|
Sales and purchases related information for CVC is disclosed until August 31, 2016.
|
(in millions)
|
USA
|
|
Canada
|
|
EMEA
|
|
Rest of
World
|
|
Other/
Eliminations
|
|
Consolidated
|
||||||||||||
|
Year ended December 31, 2017
|
||||||||||||||||||||||
Net sales:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
External customers
|
$
|
4,657.1
|
|
|
$
|
1,371.5
|
|
|
$
|
1,821.2
|
|
|
$
|
403.9
|
|
|
$
|
—
|
|
|
$
|
8,253.7
|
|
Inter-segment
|
121.9
|
|
|
9.1
|
|
|
4.5
|
|
|
0.5
|
|
|
(136.0
|
)
|
|
—
|
|
||||||
Total net sales
|
$
|
4,779.0
|
|
|
$
|
1,380.6
|
|
|
$
|
1,825.7
|
|
|
$
|
404.4
|
|
|
$
|
(136.0
|
)
|
|
$
|
8,253.7
|
|
Cost of goods sold (exclusive of depreciation)
|
3,706.8
|
|
|
1,143.0
|
|
|
1,411.7
|
|
|
322.7
|
|
|
(136.0
|
)
|
|
6,448.2
|
|
||||||
Gross profit
|
$
|
1,072.2
|
|
|
$
|
237.6
|
|
|
$
|
414.0
|
|
|
$
|
81.7
|
|
|
$
|
—
|
|
|
$
|
1,805.5
|
|
Outbound freight and handling
|
192.8
|
|
|
37.3
|
|
|
55.7
|
|
|
6.2
|
|
|
—
|
|
|
292.0
|
|
||||||
Warehousing, selling and administrative
|
528.3
|
|
|
85.0
|
|
|
220.2
|
|
|
46.8
|
|
|
29.5
|
|
|
909.8
|
|
||||||
Adjusted EBITDA
|
$
|
351.1
|
|
|
$
|
115.3
|
|
|
$
|
138.1
|
|
|
$
|
28.7
|
|
|
$
|
(29.5
|
)
|
|
$
|
603.7
|
|
Other operating expenses, net
|
|
|
|
|
|
|
|
|
|
|
49.5
|
|
|||||||||||
Depreciation
|
|
|
|
|
|
|
|
|
|
|
135.0
|
|
|||||||||||
Amortization
|
|
|
|
|
|
|
|
|
|
|
65.4
|
|
|||||||||||
Interest expense, net
|
|
|
|
|
|
|
|
|
|
|
148.0
|
|
|||||||||||
Loss on extinguishment of debt
|
|
|
|
|
|
|
|
|
|
|
3.8
|
|
|||||||||||
Other expense, net
|
|
|
|
|
|
|
|
|
|
|
33.2
|
|
|||||||||||
Income tax expense
|
|
|
|
|
|
|
|
|
|
|
49.0
|
|
|||||||||||
Net income
|
|
|
|
|
|
|
|
|
|
|
$
|
119.8
|
|
||||||||||
Total assets
|
$
|
3,526.8
|
|
|
$
|
2,091.3
|
|
|
$
|
935.1
|
|
|
$
|
237.5
|
|
|
$
|
(1,058.0
|
)
|
|
$
|
5,732.7
|
|
Property, plant and equipment, net
|
636.1
|
|
|
147.7
|
|
|
158.0
|
|
|
33.5
|
|
|
27.7
|
|
|
1,003.0
|
|
||||||
Capital expenditures
|
47.5
|
|
|
17.1
|
|
|
14.6
|
|
|
2.4
|
|
|
1.1
|
|
|
82.7
|
|
(in millions)
|
USA
|
|
Canada
|
|
EMEA
|
|
Rest of
World
|
|
Other/
Eliminations
|
|
Consolidated
|
||||||||||||
|
Year ended December 31, 2016
|
||||||||||||||||||||||
Net sales:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
External customers
|
$
|
4,706.7
|
|
|
$
|
1,261.0
|
|
|
$
|
1,704.2
|
|
|
$
|
401.8
|
|
|
$
|
—
|
|
|
$
|
8,073.7
|
|
Inter-segment
|
104.4
|
|
|
8.3
|
|
|
4.5
|
|
|
—
|
|
|
(117.2
|
)
|
|
—
|
|
||||||
Total net sales
|
$
|
4,811.1
|
|
|
$
|
1,269.3
|
|
|
$
|
1,708.7
|
|
|
$
|
401.8
|
|
|
$
|
(117.2
|
)
|
|
$
|
8,073.7
|
|
Cost of goods sold (exclusive of depreciation)
|
3,769.7
|
|
|
1,047.4
|
|
|
1,324.6
|
|
|
322.1
|
|
|
(117.2
|
)
|
|
6,346.6
|
|
||||||
Gross profit
|
$
|
1,041.4
|
|
|
$
|
221.9
|
|
|
$
|
384.1
|
|
|
$
|
79.7
|
|
|
$
|
—
|
|
|
$
|
1,727.1
|
|
Outbound freight and handling
|
191.5
|
|
|
34.1
|
|
|
54.9
|
|
|
6.1
|
|
|
—
|
|
|
286.6
|
|
||||||
Warehousing, selling and administrative
|
517.5
|
|
|
83.8
|
|
|
210.5
|
|
|
46.8
|
|
|
19.2
|
|
|
877.8
|
|
||||||
Adjusted EBITDA
|
$
|
332.4
|
|
|
$
|
104.0
|
|
|
$
|
118.7
|
|
|
$
|
26.8
|
|
|
$
|
(19.2
|
)
|
|
$
|
562.7
|
|
Other operating expenses, net
|
|
|
|
|
|
|
|
|
|
|
104.5
|
|
|||||||||||
Depreciation
|
|
|
|
|
|
|
|
|
|
|
152.3
|
|
|||||||||||
Amortization
|
|
|
|
|
|
|
|
|
|
|
85.6
|
|
|||||||||||
Impairment charges
|
|
|
|
|
|
|
|
|
|
|
133.9
|
|
|||||||||||
Interest expense, net
|
|
|
|
|
|
|
|
|
|
|
159.9
|
|
|||||||||||
Other expense, net
|
|
|
|
|
|
|
|
|
|
|
6.1
|
|
|||||||||||
Income tax benefit
|
|
|
|
|
|
|
|
|
|
|
(11.2
|
)
|
|||||||||||
Net loss
|
|
|
|
|
|
|
|
|
|
|
$
|
(68.4
|
)
|
||||||||||
Total assets
|
$
|
3,676.8
|
|
|
$
|
1,856.2
|
|
|
$
|
857.4
|
|
|
$
|
211.3
|
|
|
$
|
(1,211.8
|
)
|
|
$
|
5,389.9
|
|
Property, plant and equipment, net
|
671.1
|
|
|
148.3
|
|
|
144.8
|
|
|
18.2
|
|
|
37.1
|
|
|
1,019.5
|
|
||||||
Capital expenditures
|
56.5
|
|
|
17.4
|
|
|
12.2
|
|
|
2.8
|
|
|
1.2
|
|
|
90.1
|
|
(in millions)
|
USA
|
|
Canada
|
|
EMEA
|
|
Rest of
World
|
|
Other/
Eliminations
|
|
Consolidated
|
||||||||||||
|
Year ended December 31, 2015
|
||||||||||||||||||||||
Net sales:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
External customers
|
$
|
5,351.5
|
|
|
$
|
1,376.6
|
|
|
$
|
1,780.1
|
|
|
$
|
473.6
|
|
|
$
|
—
|
|
|
$
|
8,981.8
|
|
Inter-segment
|
112.7
|
|
|
8.6
|
|
|
4.0
|
|
|
0.1
|
|
|
(125.4
|
)
|
|
—
|
|
||||||
Total net sales
|
$
|
5,464.2
|
|
|
$
|
1,385.2
|
|
|
$
|
1,784.1
|
|
|
$
|
473.7
|
|
|
$
|
(125.4
|
)
|
|
$
|
8,981.8
|
|
Cost of goods sold (exclusive of depreciation)
|
4,365.9
|
|
|
1,161.0
|
|
|
1,398.6
|
|
|
382.6
|
|
|
(125.4
|
)
|
|
7,182.7
|
|
||||||
Gross profit
|
$
|
1,098.3
|
|
|
$
|
224.2
|
|
|
$
|
385.5
|
|
|
$
|
91.1
|
|
|
$
|
—
|
|
|
$
|
1,799.1
|
|
Outbound freight and handling
|
216.9
|
|
|
39.3
|
|
|
59.6
|
|
|
8.8
|
|
|
—
|
|
|
324.6
|
|
||||||
Warehousing, selling and administrative
|
492.6
|
|
|
87.8
|
|
|
226.0
|
|
|
54.1
|
|
|
13.9
|
|
|
874.4
|
|
||||||
Adjusted EBITDA
|
$
|
388.8
|
|
|
$
|
97.1
|
|
|
$
|
99.9
|
|
|
$
|
28.2
|
|
|
$
|
(13.9
|
)
|
|
$
|
600.1
|
|
Other operating expenses, net
|
|
|
|
|
|
|
|
|
|
|
106.1
|
|
|||||||||||
Depreciation
|
|
|
|
|
|
|
|
|
|
|
136.5
|
|
|||||||||||
Amortization
|
|
|
|
|
|
|
|
|
|
|
88.5
|
|
|||||||||||
Interest expense, net
|
|
|
|
|
|
|
|
|
|
|
207.0
|
|
|||||||||||
Loss on extinguishment of debt
|
|
|
|
|
|
|
|
|
|
|
12.1
|
|
|||||||||||
Other expense, net
|
|
|
|
|
|
|
|
|
|
|
23.2
|
|
|||||||||||
Income tax expense
|
|
|
|
|
|
|
|
|
|
|
10.2
|
|
|||||||||||
Net income
|
|
|
|
|
|
|
|
|
|
|
$
|
16.5
|
|
||||||||||
Total assets
|
$
|
3,962.0
|
|
|
$
|
1,709.7
|
|
|
$
|
947.2
|
|
|
$
|
233.6
|
|
|
$
|
(1,240.1
|
)
|
|
$
|
5,612.4
|
|
Property, plant and equipment, net
|
714.9
|
|
|
133.3
|
|
|
167.7
|
|
|
20.3
|
|
|
46.3
|
|
|
1,082.5
|
|
||||||
Capital expenditures
|
106.8
|
|
|
16.1
|
|
|
17.2
|
|
|
3.4
|
|
|
1.5
|
|
|
145.0
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
Included in the fourth quarter of
2017
was a loss of
$3.8 million
relating to the annual mark to market adjustment on the defined benefit pension and postretirement plans. Refer to “Note 8: Employee benefit plans” for further information.
|
(1)
|
Included in the third quarter of
2016
was an impairment charge of
$133.9 million
. Refer to “Note 13: Impairment charges” for further information.
|
(2)
|
Included in the fourth quarter of
2016
was a loss of
$68.6 million
relating to the annual mark to market adjustment on the defined benefit pension and postretirement plans. Refer to “Note 8: Employee benefit plans” for further information.
|
ITEM 9.
|
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
|
ITEM 12.
|
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
|
ITEM 13.
|
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS, AND DIRECTOR INDEPENDENCE
|
Exhibit
Number
|
|
Exhibit Description
|
|
|
|
|
Third Amended and Restated Certificate of Incorporation of Univar Inc., incorporated by reference to Exhibit 3.1 to the Registration Statement on Form S-8 of Univar Inc., filed June 23, 2015.
|
|
|
|
|
|
Second Amended and Restated Bylaws of Univar Inc., incorporated by reference to Exhibit 3.1 to the Registration Statement on Form S-8 of Univar Inc., filed June 23, 2015.
|
|
|
|
|
|
Form of Common Stock Certificate, incorporated by reference to Exhibit 4.1 to the Registration Statement on Form S-1 of Univar Inc., filed on June 8, 2015.
|
|
|
|
|
|
Fourth Amended and Restated Stockholders’ Agreement, incorporated by reference to Exhibit 4.2 to the Form 10-K of Univar Inc., filed on March 3, 2016
|
|
|
|
|
|
Indenture, dated as of July 1, 2015, between Univar USA Inc., the guarantors listed on the signature pages thereto and Wilmington Trust, National Association, incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K of Univar Inc., filed on July 7, 2015.
|
|
|
|
|
|
First Supplemental Indenture, dated as of July 1, 2015, between Univar USA Inc., the guarantors listed on the signature pages thereto and Wilmington Trust, National Association, incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K of Univar Inc., filed on July 7, 2015.
|
|
|
|
|
|
Form of 6.75% Senior Note due 2023 (included in Exhibit 4.4 hereto), incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K of Univar Inc., filed on July 7, 2015.
|
|
|
|
|
|
European ABL Facility Agreement, dated as of March 24, 2014, by and among Univar B.V., the other borrowers from time to time party thereto, Univar Inc., as guarantor, J.P. Morgan Securities LLC, as sole lead arranger and joint bookrunner, Bank of America, N.A., as joint bookrunner and syndication agent, and J.P. Morgan Europe Limited, as administrative agent and collateral agent, incorporated by reference to Exhibit 10.16 to the Registration Statement on Form S-1 of Univar Inc., filed on August 14, 2014.
|
|
|
|
|
|
Agreement in Relation to Technical Correction Amendment to the European ABL Facility Agreement, dated as of May 27, 2015, among Univar B.V. and J.P. Morgan Europe Limited, in its capacity as administrative agent, incorporated by reference to Exhibit 10.64 to the Registration Statement on Form S-1 of Univar Inc., filed on June 8, 2015.
|
|
|
|
|
|
ABL Credit Agreement, dated as of July 28, 2015 between Univar Inc. and certain of its subsidiaries, the several banks and financial institutions from time to time party thereto and Bank of America, N.A., incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Univar Inc., filed on July 30, 2015.
|
|
|
|
|
|
ABL Collateral Agreement, dated as of July 28, 2015, made by Univar Inc., Univar USA Inc. and the guarantors listed on the signature pages thereto in favor of Bank of America, N.A, as collateral agent for the banks and other financial institutions that are parties to the Credit Agreement, incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K of Univar Inc., filed on July 30, 2015.
|
|
|
|
|
|
Notice and Confirmation of Grant of Security Interest in Copyrights, dated July 28, 2015, made by Univar USA Inc. in favor of Bank of America, N.A., as collateral agent for the banks and other financial institutions that are parties to the Credit Agreement, incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K of Univar Inc., filed on July 30, 2015.
|
|
|
|
|
Notice and Confirmation of Grant of Security Interest in Trademarks, dated July 28, 2015, made by Univar USA Inc., Magnablend, Inc. and ChemPoint.com Inc. in favor of Bank of America, N.A., as collateral agent for the banks and other financial institutions that are parties to the Credit Agreement, incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K of Univar Inc., filed on July 30, 2015.
|
|
|
|
|
|
Notice and Confirmation of Grant of Security Interest in Patents, dated July 28, 2015, made by Magnablend, Inc. in favor of Bank of America, N.A., as collateral agent for the banks and other financial institutions that are parties to the Credit Agreement, incorporated by reference to Exhibit 10.5 to the Current Report on Form 8-K of Univar Inc., filed on July 30, 2015.
|
|
|
|
|
|
First Amendment to Credit Agreement and Amended Credit Agreement, dated as of January 19, 2017 between Univar USA Inc., Univar Inc., the several banks and financial institutions from time to time party thereto and Bank of America, N.A., incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Univar Inc., filed on January 20, 2017.
|
|
|
|
|
|
Credit Agreement, dated as of July 1, 2015 between Univar USA Inc., Univar Inc., the several banks and financial institutions from time to time party thereto and Bank of America, N.A., incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Univar Inc., filed on July 7, 2015.
|
|
|
|
|
|
Term Loan Guarantee and Collateral Agreement, dated as of July 1, 2015, made by Univar Inc., Univar USA Inc. and the guarantors listed on the signature pages thereto in favor of Bank of America, N.A, as collateral agent for the banks and other financial institutions that are parties to the Credit Agreement, incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K of Univar Inc., filed on July 7, 2015.
|
|
|
|
|
|
Notice and Confirmation of Grant of Security Interest in Copyrights, dated July 1, 2015, made by Univar USA Inc. in favor of Bank of America, N.A., as collateral agent for the banks and other financial institutions that are parties to the Credit Agreement, incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K of Univar Inc., filed on July 7, 2015.
|
|
|
|
|
|
2016 Univar Inc. Management Incentive Plan, incorporated by reference to Exhibit 10.18 to the Form 10-K of Univar Inc. filed on February 28, 2017.
|
|
|
|
|
|
Univar Inc. 2011 Stock Incentive Plan, effective as of March 28, 2011, incorporated by reference to Exhibit 10.32 to the Registration Statement on Form S-1 of Univar Inc., filed on August 14, 2014.
|
|
|
|
|
|
Amendment No. 1 to the Univar Inc. 2011 Stock Incentive Plan, dated as of November 30, 2012, incorporated by reference to Exhibit 10.33 to the Registration Statement on Form S-1 of Univar Inc., filed on August 14, 2014.
|
|
|
|
|
|
Form of Employee Stock Option Agreement, incorporated by reference to Exhibit 10.34 to the Registration Statement on Form S-1 of Univar Inc., filed on August 14, 2014.
|
|
|
|
|
|
Univar USA Inc. Supplemental Valued Investment Plan, dated as of May 29, 2014, incorporated by reference to Exhibit 10.27 to the Form 10-K of Univar Inc., filed on March 3, 2016
|
|
|
|
|
|
First Amendment to the Univar USA Inc. Supplemental Valued Investment Plan, dated as of May 31, 2016, incorporated by reference to Exhibit 10.24 to the Form 10-K of Univar Inc. filed on February 28, 2017.
|
|
|
|
|
|
Second Amendment to the Univar USA Inc. Supplemental Valued Investment Plan, dated as of June 27, 2016, incorporated by reference to Exhibit 10.25 to the Form 10-K of Univar Inc. filed on February 28, 2017.
|
|
|
|
|
|
Univar Canada Ltd. Supplemental Benefits Plan, dated as of June 1, 2007, incorporated by reference to Exhibit 10.28 to the Form 10-K of Univar Inc., filed on March 3, 2016.
|
|
|
|
|
|
Univar USA Inc. Supplemental Benefits Retirement Plan, dated as of July 1, 2004, incorporated by reference to Exhibit 10.45 to the Registration Statement on Form S-1 of Univar Inc., filed on August 14, 2014.
|
|
|
|
|
|
First Amendment to the Univar USA Inc. Supplemental Retirement Plan, dated as of May 17, 2005, incorporated by reference to Exhibit 10.30 to the Form 10-K of Univar Inc., filed on March 3, 2016.
|
|
|
|
|
|
Second Amendment to the Univar USA Inc. Supplemental Retirement Plan, dated as of August 24, 2006, incorporated by reference to Exhibit 10.31 to the Form 10-K of Univar Inc., filed on March 3, 2016.
|
|
|
|
|
|
Third Amendment to the Univar USA Inc. Supplemental Retirement Plan, dated as of June 11, 2007, incorporated by reference to Exhibit 10.32 to the Form 10-K of Univar Inc., filed on March 3, 2016.
|
|
|
|
|
|
Fourth Amendment to the Univar USA Inc. Supplemental Retirement Plan, dated as of December 6, 2007, incorporated by reference to Exhibit 10.46 to the Registration Statement on Form S-1 of Univar Inc., filed on August 14, 2014.
|
|
|
|
|
|
Fifth Amendment to the Univar USA Inc. Supplemental Retirement Plan, dated as of December 6, 2007, incorporated by reference to Exhibit 10.34 to the Form 10-K of Univar Inc., filed on March 3, 2016.
|
|
|
|
|
|
Sixth Amendment to the Univar USA Inc. Supplemental Retirement Plan, dated as of December 19, 2007, incorporated by reference to Exhibit 10.35 to the Form 10-K of Univar Inc., filed on March 3, 2016.
|
|
|
|
|
|
Seventh Amendment to the Univar USA Inc. Supplemental Retirement Plan, dated as of June 19, 2008, incorporated by reference to Exhibit 10.36 to the Form 10-K of Univar Inc., filed on March 3, 2016.
|
|
|
|
|
|
Eighth Amendment to the Univar USA Inc. Supplemental Retirement Plan, dated as of December 23, 2008, incorporated by reference to Exhibit 10.37 to the Form 10-K of Univar Inc., filed on March 3, 2016.
|
|
|
|
|
|
Ninth Amendment to the Univar USA Inc. Supplemental Retirement Plan, dated as of December 21, 2009, incorporated by reference to Exhibit 10.38 to the Form 10-K of Univar Inc., filed on March 3, 2016.
|
|
|
|
|
|
Univar Inc. 2015 Omnibus Equity Incentive Plan is incorporated by reference to Exhibit 10.3 to the Registration Statement on Form S-8 of Univar Inc., filed June 23, 2015.
|
|
|
|
|
|
Employment Agreement, dated as of December 8, 2014, by and between Univar Inc. and Carl J. Lukach, incorporated by reference to Exhibit 10.48 to the Registration Statement on Form S-1 of Univar Inc., filed on May 26, 2015.
|
|
|
|
|
|
Indemnification Agreement, dated as of November 30, 2010, by and among CVC European Equity Partners IV (A) L.P., CVC European Equity Partners IV (B) L.P., CVC European Equity Partners IV (C) L.P., CVC European Equity Partners IV (D) L.P., CVC European Equity Partners IV (E) L.P., CVC European Equity Partners Tandem Fund (A) L.P., CVC European Equity Partners Tandem Fund (B) L.P., CVC European Equity Partners Tandem Fund (C) L.P., CVC European Equity IV (AB) Limited, CVC European Equity IV (CDE) Limited, CVC European Equity Tandem GP Limited, CVC Capital Partners Advisory Company (Luxembourg) S.à.r.l, Univar Inc. and Univar USA Inc., incorporated by reference to Exhibit 10.54 to the Registration Statement on Form S-1 of Univar Inc., filed on May 26, 2015.
|
|
|
|
|
|
Indemnification Agreement, dated as of November 30, 2010, by and among CD&R Univar Holdings, L.P., Clayton, Dubilier & Rice Fund VIII, L.P., CD&R Friends & Family Fund VIII, L.P., CD&R Advisor Univar Co-Investor, L.P., CD&R Univar Co-Investor, L.P., CD&R Univar Co-Investor II, L.P., CD&R Univar NEP VIII Co-Investor, LLC, CD&R Univar NEP IX Co-Investor, LLC, Clayton, Dubilier & Rice, LLC, Univar Inc. and Univar USA Inc., incorporated by reference to Exhibit 10.55 to the Registration Statement on Form S-1 of Univar Inc., filed on May 26, 2015.
|
|
|
|
|
|
Form of Director Indemnification Agreement, incorporated by reference to Exhibit 10.56 to the Registration Statement on Form S-1 of Univar Inc., filed on June 8, 2015.
|
|
|
|
|
|
Termination Agreement by and among Univar Inc., Univar USA Inc. and Clayton, Dubilier & Rice, LLC, incorporated by reference to Exhibit 10.47 to the Form 10-K of Univar Inc., filed on March 3, 2016.
|
|
|
|
|
|
Termination Agreement by and among Univar, Inc., Univar USA, Inc., CVC European Equity IV (AB) Limited, CVC European Equity IV (CDE) Limited and CVC Europe Equity Tandem GP Limited, incorporated by reference to Exhibit 10.48 to the Form 10-K of Univar Inc., filed on March 3, 2016.
|
|
|
|
|
|
Termination Agreement by and among Univar, Inc., Univar USA, Inc., and CVC Capital Partners Advisory Company (Luxembourg) S.à.r.l, incorporated by reference to Exhibit 10.49 to the Form 10-K of Univar Inc., filed on March 3, 2016.
|
|
|
|
|
|
2014 Form of Employee Stock Option Agreement, incorporated by reference to Exhibit 10.62 to the Registration Statement on Form S-1 of Univar Inc., filed on May 26, 2015.
|
|
|
|
|
|
2014 Form of Employee Restricted Stock Agreement, incorporated by reference to Exhibit 10.63 to the Registration Statement on Form S-1 of Univar Inc., filed on May 26, 2015.
|
|
|
|
|
|
Stock Purchase Agreement dated June 1, 2015, among Univar Inc., Dahlia Investments Pte. Ltd., and Univar N.V., incorporated by reference to Exhibit 10.65 to the Registration Statement on Form S-1 of Univar Inc., filed on June 8, 2015.
|
|
|
|
|
|
Univar Inc. Employee Stock Purchase Plan is incorporated by reference to Exhibit 10.4 to the Registration Statement on Form S-8 of Univar Inc., filed June 23, 2015.
|
|
|
|
|
|
Form of Employee Stock Option Agreement for awards granted between June 23, 2015 and February 1, 2017, 2015 Omnibus Equity Incentive Plan, incorporated by reference to Exhibit 10.5 to the Registration Statement on Form S-8 of Univar Inc., filed June 23, 2015.
|
|
|
|
|
|
Form of Employee Restricted Stock Unit Agreement for awards granted between June 23, 2015 and February 1, 2017, 2015 Omnibus Equity Incentive Plan, incorporated by reference to Exhibit 10.6 to the Registration Statement on Form S-8 of Univar Inc., filed June 23, 2015.
|
|
|
|
|
|
Form of Director Restricted Stock Agreement, 2015 Omnibus Equity Incentive Plan, incorporated by reference to Exhibit 10.7 to the Registration Statement on Form S-8 of Univar Inc., filed June 23, 2015.
|
|
|
|
|
|
Employment Agreement, dated May 3, 2016, by and between Univar Inc. and Mr. Newlin incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Univar Inc., filed on May 3, 2016.
|
|
|
|
|
|
Employee Restricted Stock Unit Agreement, dated as of May 3, 2016, by and between Univar Inc. and Mr. Newlin, incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Univar Inc. filed on May 3, 2016.
|
|
|
|
|
|
Amendment to Employee Restricted Stock Unit Agreement, dated December 23, 2016, by and between Univar Inc. and Mr. Newlin, incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Univar Inc. filed on December 23, 2016.
|
|
|
|
|
|
Employee Restricted Stock Unit Agreement, dated as of January 30, 2016, by and between Univar Inc. and Mr. Newlin, incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Univar Inc. filed on January 30, 2016.
|
|
|
|
|
|
Form of Employee Stock Option Agreement for awards granted after February 1, 2017, 2015 Omnibus Equity Incentive Plan, incorporated by reference to Exhibit 10.67 to the Form 10-K of Univar Inc. filed on February 28, 2017.
|
|
|
|
|
|
Form of Employee Restricted Stock Unit Agreement for awards granted after February 1, 2017, 2015 Omnibus Equity Incentive Plan, incorporated by reference to Exhibit 10.68 to the Form 10-K of Univar Inc. filed on February 28, 2017.
|
|
|
|
|
|
Amendment to Employee Restricted Stock Agreement, dated as of February 3, 2014, by and between Univar Inc. and David Jukes.
|
|
|
|
|
|
Form of Employee Stock Option Agreement for awards granted after April 13, 2017, 2015 Omnibus Equity Incentive Plan, incorporated by reference to Exhibit 10.1 to the Form 10-Q of Univar Inc. filed on May 5, 2017.
|
|
|
|
|
|
Form of Employee Restricted Stock Unit Agreement for awards granted after April 13, 2017, 2015 Omnibus Equity Incentive Plan, incorporated by reference to Exhibit 10.2 to the Form 10-Q of Univar Inc. filed on May 5, 2017.
|
|
|
|
|
|
Form of Employee Stock Option Agreement, 2017 Omnibus Equity Incentive Plan, incorporated by reference to Exhibit 10.3 to the Form 10-Q of Univar Inc. filed on May 5, 2017.
|
|
|
|
|
|
Form of Employee Restricted Stock Unit Agreement, 2017 Omnibus Equity Incentive Plan, incorporated by reference to Exhibit 10.4 to the Form 10-Q of Univar Inc. filed on May 5, 2017.
|
|
|
|
|
|
Form of Director Restricted Stock Agreement, 2017 Omnibus Equity Incentive Plan, incorporated by reference to Exhibit 10.5 to the Form 10-Q of Univar Inc. filed on May 5, 2017.
|
|
|
|
|
|
Univar Inc. 2017 Omnibus Equity Incentive Plan, incorporated by reference to Exhibit 10.6 to the Form 10-Q of Univar Inc. filed on May 5, 2017.
|
|
|
|
|
|
Univar Inc. Executive Annual Bonus Plan, incorporated by reference to Exhibit 10.7 to the Form 10-Q of Univar Inc. filed on May 5, 2017.
|
|
|
Univar Inc. Omnibus Waiver regarding Whistleblower Protections, dated as of May 4, 2017, incorporated by reference to Exhibit 10.8 to the Form 10-Q of Univar Inc. filed on May 5, 2017.
|
|
|
|
|
|
Form of Employee Performance Restricted Stock Unit Agreement, 2017 Omnibus Equity Incentive Plan, incorporated by reference to Exhibit 10.1 to the Form 10-Q of Univar Inc. filed on August 4, 2017.
|
|
|
|
|
|
Employment Agreement, dated as of November 1, 2017, by and between Univar Inc., and David Jukes, incorporated by reference to Exhibit 10.1 to the Form 10-Q of Univar Inc. filed on November 3, 2017.
|
|
|
|
|
|
Offer Letter, dated April 19, 2016, by and between Univar Europe Limited and David Jukes, incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Univar Inc., filed April 19, 2016.
|
|
|
|
|
|
Amended Agreement, dated as of April 18, 2016, by and between Univar Europe Limited and David Jukes, incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K of Univar Inc., filed on April 19, 2016.
|
|
|
|
|
|
Employment Agreement, dated as of January 10, 2011, by and between Univar Europe Limited and David Jukes, incorporated by reference to Exhibit 10.53 to Registration Statement on Form S-1 of Univar Inc., filed on May 26, 2015.
|
|
|
|
|
|
Employment Agreement, dated as of August 10, 2009, by and between Univar N.V. and Nicholas Powell.
|
|
|
|
|
|
Offer Letter and Non-Compete, dated as of February 26, 2013 by and between Univar Inc. and George J. Fuller, incorporated by reference to Exhibit 10.28 to the Amended Registration Statement on Forms S-1A of Univar Inc., filed May 26, 2015.
|
|
|
|
|
|
List of Subsidiaries
|
|
|
|
|
|
Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm
|
|
|
|
|
|
Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
|
|
|
|
Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
|
|
|
|
Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
|
|
|
|
|
Certification of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
|
|
|
|
101.1
|
|
XBRL Instance Document
|
†
|
Identifies each management compensation plan or arrangement.
|
*
|
Filed herewith.
|
**
|
Furnished herewith.
|
By: /s/ CARL J. LUKACH
|
Carl J. Lukach,
Executive Vice President and
Chief Financial Officer
|
By: /s/ STEPHEN D. NEWLIN
|
|
By: /s/ CARL J. LUKACH
|
Stephen D. Newlin,
Chief Executive Officer and Chairman of the Board
(Principal Executive Officer)
|
|
Carl J. Lukach,
Executive Vice President and
Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) |
By: /s/ RHONDA GERMANY BALLINTYN
|
|
By: /s/ JOAN BRACA
|
Rhonda Germany Ballintyn,
Director
|
|
Joan Braca,
Director
|
By: /s/ MARK J. BYRNE
|
|
By: /s/ DANIEL P. DOHENY
|
Mark J. Byrne,
Director
|
|
Daniel P. Doheny,
Director
|
By: /s/ RICHARD P. FOX
|
|
By: /s/ EDWARD J. MOONEY
|
Richard P. Fox,
Director
|
|
Edward J. Mooney,
Director
|
By: /s/ CHRISTOPHER D. PAPPAS
|
|
By: /s/ WILLIAM S. STAVROPOULOS
|
Christopher D. Pappas,
Director
|
|
William S. Stavropoulos,
Lead
Director
|
By: /s/ DAVID H. WASSERMAN
|
|
By: /s/ ROBERT L. WOOD
|
David H. Wasserman,
Director
|
|
Robert L. Wood,
Director
|
(i)
|
paying the Company in cash; or
|
1.
|
Continuous Employment
|
1.1
|
Your period of continuous employment (which takes account of your employment with Univar BV and Univar UAE FZE) began on 1 September 2009.
|
2.
|
Job Title, Place of Work and Duties
|
2.1
|
The Company employs you as President EMEA & APAC. You accept that the Company may at its discretion require you to perform other duties or tasks not within the scope of your normal duties and you agree to perform those duties or undertake those tasks as if they were specifically required under this Agreement.
|
2.2
|
Your main place of work is Chertsey, UK; however, you agree to work anywhere else within the EMEA region required by the Company for the proper performance of your duties under this Agreement as long as you are not required to permanently relocate.
|
2.3
|
You shall not during your employment by the Company without the prior written consent of the Company be directly or indirectly employed, engaged, concerned or interested, whether as a director, employee, sub-contractor, partner, consultant, proprietor, agent or otherwise, in any other business, undertaking or occupation or the setting up of any other business, undertaking or occupation, or accept any other engagement or public office but you may nevertheless be or become a Minority Holder provided that you disclose this to the Company.
|
3.
|
Freedom/entitlement to take up Employment
|
3.1
|
You confirm that you are entitled to work in the UK without any additional approvals and will notify the Company immediately if you cease to be so entitled during your employment with the Company.
|
3.2
|
You confirm that by taking up employment with the Company or performing your duties under this Agreement you will not be in breach of any contract or any other binding obligation.
|
4.
|
Normal Hours of Work
|
4.1
|
Normal working hours are total of 35 hours per week, 9.00am to 5.00pm Monday to Friday with an unpaid lunch break of 1 hour. You will, however, be expected to work the hours necessary to do the job for which you are appointed and you will not be entitled to receive any additional remuneration for work outside normal business hours.
|
5.
|
Pay
|
5.1
|
Your current rate of pay is £275,000 per annum paid monthly in arrears by credit transfer, on or about the 25
th
of each month (the "
Salary
") after any necessary deductions for income tax, national insurance or other authorised deductions have been made.
|
5.2
|
The Company may at any time deduct any sums which you owe to the Company from your Salary or from any other payment due to be made to you by the Company. Such deductions include but are not limited to, any overpayments, loans or advances made to you by the Company, the cost of repairing any damage or loss to the Company's property caused by you, any losses suffered by the Company as a result of any negligence or breach of duty by you, and any sums due under clause 12.4.
|
6.
|
Probation period
|
6.1
|
By virtue of your continuous employment you are deemed to have satisfactorily completed your probation period
|
7.
|
Bonus
|
7.1
|
During your Employment the Company may in its absolute discretion decide to pay you, in addition to the Salary, bonuses of such amounts (if any) at such times and subject to such conditions as the Board may in its sole discretion decide. For the avoidance of doubt it is agreed that you shall have no contractual right to any bonus payment under this Clause. Such bonus is further defined under clause
|
7.2
|
here-below
|
8.
|
Pension
|
8.1
|
You will be eligible to participate in the Univar defined contribution scheme, subject to the rules of such scheme as amended from time to time. The scheme has an automatic enrolment feature. Full details of the scheme are available from the Company’s Intranet system
|
8.2
|
If you join the scheme, the Company will be entitled to deduct contributions from your salary for payment into the scheme on your behalf in accordance with your instructions and subject to the rules of the scheme in force from time to time.
|
8.3
|
The Company reserves the right to withdraw or amend any of the rules or benefits of the scheme and/or to terminate your participation in the scheme and/or to wind up the scheme itself.
|
8.4
|
A contracting out certificate under the Social Security Act 1975 is not in force with respect to your employment with the Company.
|
9.
|
Healthcare
|
9.1
|
You are eligible for private healthcare cover funded by the Company.
|
9.2
|
The Company reserves the right to withdraw or amend any of the rules or benefits of the Healthcare Scheme and/or to terminate your participation in the Scheme and/or to terminate the Scheme itself.
|
10.
|
Flexible Benefits
|
10.1
|
The Company operates a flexible benefit scheme called U-Flex (the "
U-Flex Scheme
") enabling you to flex your benefits and/or purchase additional benefits available in the scheme at that time. You are entitled to take part in this scheme subject to its rules from time to time in force. Full details of the scheme are available from the HR Department.
|
10.2
|
The Company reserves the right to withdraw or amend any of the rules or benefits of the U-Flex Scheme and/or to terminate your participation in the U-Flex Scheme and/or to terminate the Scheme itself.
|
11.
|
Expenses, Mobile Phone and Cars
|
11.1
|
The Company will repay to you all reasonable travelling and other expenses properly incurred by you in the performance of your duties provided they are supported by appropriate and acceptable receipts.
|
11.2
|
In the event that you are provided with a fully expensed mobile phone it is your responsibility to keep it secure at all times. Although personal use is permitted, this should not be excessive or inappropriate.
|
11.3
|
The Company shall provide you with:
|
11.3.1
|
A Company car (the "
Company Car
") of a make and model determined by reference to the Company's benchmark cars listing that can be found on the company intranet that could be subject to change, for your business and private use: or;
|
11.3.2
|
A (non-pensionable) Car Allowance (the "
Car Allowance
") of such amount as determined by the Company’s car policy and subject to you complying at all times with the Company’s car policy. Any Car Allowance paid to you in accordance with this clause will be fully taxable and will be paid in equal monthly instalments at the same time and in the same manner as your Salary. For so long as you are entitled to receive the Car Allowance you are required to provide your own car for use on Company business and shall be responsible for all standing and running costs of your car including the costs of appropriately insuring the car for business purposes. You shall be entitled to claim business mileage at the current rates. Mileage rates are available on the Company’s Intranet system.
|
11.3.3
|
The provision of a Company Car/Car Allowance is conditional upon you holding a valid driving licence at all times.
|
11.4
|
In the event that a Company Car is provided to you, the Company will also pay all standing and some running expenses of that car, including a mileage allowance for use on Company business, but not including fuel used on private trips, including to and from your normal place of work. You must at all
|
11.5
|
You shall forthwith return your Company Car in good condition together with all keys, charge cards and documentation relating thereto to the Company:-
|
11.5.1
|
on the termination of your Employment, whether lawful or unlawful;
|
11.5.2
|
where you cease at any time during your Employment to hold a current full United Kingdom driving licence.
|
11.6
|
At the request of the Company you may be obliged to return the car prior to the termination of your employment in return for compensation amounting to the lease value of the car, payable on a monthly basis in arrears during the period of the continuance of your employment. You may not retain the car for any reason, including in relation to any claim you may have against the Company.
|
12.
|
Holidays
|
12.1
|
You are entitled to 38 days paid holiday, including statutory holidays, per calendar year. You must take statutory holidays from this entitlement when they fall on a working day. The holiday year commences on 1
st
April and ends on 31
st
March. The Company reserves the right to set the dates of three days for the Christmas period, for which you will be required to take holiday. The dates of Company holidays and
|
12.2
|
If your employment commences part way through the holiday year, your holiday entitlement during your first year of employment shall be calculated on a pro rata basis, rounded up to the nearest whole day.
|
12.3
|
If for any reason you do not take all of your holiday entitlement in any holiday year, you will not be entitled to carry over your unused holiday entitlement into a subsequent holiday year and you will not be entitled to any payment in lieu.
|
12.4
|
On termination of your employment you will be entitled to be paid in lieu of accrued but untaken holiday save that, where such termination is pursuant to clause 14.2 such accrued but untaken holiday shall be based on your minimum holiday entitlement under the Working Time Regulations
.
If you have taken more holiday than your accrued entitlement at the date of termination of your employment, the Company shall be entitled to deduct the appropriate amount from any payments due to you. The amount of any payment in lieu or deduction for the purposes of this clause shall be calculated on the basis that each day of paid holiday is equal to 1/260 of your annual basic salary.
|
12.5
|
If you have received annual holiday pay and then become sick or injured, you will be considered to be on holiday until the end of the holiday period for which you have been paid. An employee cannot receive both holiday pay and sick pay for the same period. However, in the event that sickness prevents you from taking a booked holiday, you may be able reclaim your holiday entitlement by obtaining a letter from your doctor stating that you were unable to take the holiday. The cost of obtaining this letter will not be reimbursed by the Company.
|
12.6
|
The Company reserves the right to require you to take all or part of your holiday entitlement during your notice period.
|
13.
|
Sickness, Absence and Sick Pay
|
13.1
|
If you are absent from work for whatever reason you must contact your line manager within one hour of your start time on the first day of absence to inform them of the reason for your absence and its expected duration.
|
13.2
|
If the absence is due to sickness or injury and lasts for 7 calendar days or less you must complete a self-certification form which will be provided to you by the Company.
|
13.3
|
If the absence is due to sickness or injury and lasts for more than 7 calendar days you will be required to produce a medical certificate signed by your doctor stating the reason for absence by no later than the 8th calendar day of illness. A new medical certificate should be sent thereafter covering all periods of absence.
|
13.4
|
Provided you comply with and satisfy the Company's sick pay requirements and conditions, you will be eligible for sick pay comprising your normal basic salary for 240 days in any 12 month rolling period ("
Company Sick Pay
").
|
13.5
|
The maximum amount of Company Sick Pay payable if you are absent from work because of sickness or injury for a period during any rolling 12 month period is 240 days at your basic rate of pay.
|
13.6
|
Once you have exhausted any entitlement to Company Sick Pay you will not be entitled to receive any further Company Sick Pay for that year or until you return to work, whichever is the later.
|
13.7
|
For the avoidance of doubt any entitlement to Company Sick Pay shall include your entitlement to statutory sick pay ("SSP"). In order to be entitled to SSP you must meet all of the relevant statutory requirements in force from time to time. For SSP purposes, your qualifying days will be Monday to Friday inclusive. If you are not entitled to Company Sick Pay or once your Company Sick Pay entitlement is exhausted, provided you meet the statutory requirements, the Company will pay you any SSP you are entitled to.
|
13.8
|
Sickness benefit is not an entitlement to receive Company Sick Pay; all payment is at the discretion of the Company and in accordance with rules set out in the employee handbook. For the avoidance of doubt, the employee handbook and the rules therein do not constitute part of the contract of employment and can be subject to change at any time.
|
13.9
|
Any statement made by you on your behalf or any document produced by you relating to your absence from work due to sickness or injury which the Company reasonably believes to be untrue and or misleading or to have been falsified will be treated as gross misconduct and may result in your summary dismissal.
|
13.10
|
You agree to repay the Company on request such sums as you may receive by way of sick pay if you recover compensation and/or damages from any third party including the Company as a consequence of your suffering illness and/or injury in respect of which sick pay was paid by the Company and you further agree for the purposes of this clause to disclose immediately to the Company all details relating to the payment of such compensation and/or damages
|
13.11
|
If you witness or are involved in an accident at work involving personal injury, whether to you, a colleague or a member of the public, however minor, you must report all relevant details to your manager as soon as possible.
|
13.12
|
You may at the Company's expense be required during the course of your employment to attend a medical practitioner or clinic nominated by the Company for the purpose of a medical examination to help determine your fitness for continued employment and you shall undergo any tests and examinations reasonably required by the said medical practitioner or clinic and shall authorise disclosure of and co-operate in ensuring the prompt delivery of any resulting report to the Company.
|
13.13
|
Where you are unable to discharge your duties or are affected by an infirmity rendering you unsuitable to discharge your duties for a minimum period of 12 weeks, the Company may terminate your employment on grounds of capability. Any decision to do so, will consider your potential to return to work in any capacity and the likelihood of a return to work in the foreseeable future.
|
14.
|
Termination of Employment, Payment in Lieu of Notice and Garden Leave
|
14.1
|
You are required to give and are entitled to receive 12 months notice of termination of employment in relation to your continuous period of employment. In case of termination of your employment by the Company for any reason other than defined in clause 14.2, this Contract will outline the terms and
|
14.2
|
The Company has the right to terminate your employment without notice or pay in lieu of notice in the event of gross misconduct or some other fundamental breach of contract on your part.
|
14.3
|
Without prejudice to the provisions of Clause 14.1 and 14.2 (summary dismissal) , the Company may, at any time during your employment require you to cease performing your job for such period or periods of your employment (including any notice period) as the Company shall in its absolute discretion determine. During any such period of garden leave:-
|
14.3.1
|
The Company shall continue to pay the Salary and shall provide all benefits to which you are entitled under this Agreement,;
|
14.3.2
|
The Company shall be under no obligation to provide any work for you and shall be entitled to appoint any other person or persons to perform your duties under this Agreement whether on a temporary or a permanent basis;
|
14.3.3
|
The Company may forbid you to enter any Group premises or to contact any employees, officers, customers, clients, agents or suppliers of the Group without its prior consent;
|
14.3.4
|
You shall, at the request of the Company, immediately deliver to the Company all or any property in your possession or control which belongs to the Company or any Group Company or which relates to the business of the Company or any Group Company excluding any Company Car provided to you;
|
14.3.5
|
You shall keep the Company informed of your whereabouts so that you can be called upon to perform any appropriate duties as required by the Company; and
|
14.3.6
|
For the avoidance of doubt you shall continue to be bound by all your obligations under this Agreement insofar as they are compatible with you being on garden leave including, without limit, your duty of good faith and your duties under Clause 2.1.
|
15.
|
Confidentiality
|
15.1
|
You acknowledge that in the ordinary course of your employment you will be exposed to information about the Company’s business, the business of other Group Companies and that of the Company’s and the Group's suppliers, distributors, customers and other third parties. Such information may be a trade secret, confidential or commercially sensitive and may not be readily available to others engaged in a similar business to that of the Company or any of the Group or to the general public and which if disclosed will be liable to cause harm to the Company or the Group. Such information, whether recorded in writing, on computer disk or in any other medium or not recorded, is “
Confidential Information
” and you agree to accept the following restrictions.
|
15.2
|
Confidential Information includes but is not limited to the following – internal financial & management accounts information; investment and pricing policies; access codes and computer passwords; product data; personnel information; customer, supplier and distributor information which includes their names and addresses, business and trading requirements, contact information, prices and discounts and margin or other financial information.
|
15.3
|
You will not either during your employment or after its termination, without limit in time, use, divulge or communicate to any person, firm, company or organisation any Confidential information acquired or discovered during the course of your employment with the Company or the Group or make any statement or act in any way which may damage the reputation of the Company or Group. These provisions are without prejudice to your duties and obligations implied by common law.
|
16.
|
Restrictive Covenants
|
16.1
|
For the purposes of this Clause the following words and expressions shall have the following meanings:-
|
"
Business
"
|
the business or businesses of the Company or any other Group Company in or with which you have been involved or concerned at any time during the period of
12 months prior to the Termination Date
|
"
directly or indirectly
"
|
you acting either alone and on your own behalf or jointly with or on behalf of any other person, firm or company, whether as principal, partner, manager, employee, contractor, director, consultant, investor or otherwise
|
"
Key Personnel
"
|
any person who is at the Termination Date or was at any time during the period of 12 months prior to the Termination Date employed, or engaged as a consultant, in the Business either (a) in a sales role or (b) in an executive or senior managerial capacity and in either case with whom you have had dealings other than in a de minimis way during the course of your employment
|
"
Prospective Customer
"
|
any person, firm or company which has been engaged in negotiations, with which you have been personally involved, with the Company or any Group Company with a view to purchasing goods or services from the Company or any Group Company during the period of 6 months prior to the Termination Date
|
"
Relevant Area
"
|
England, Wales, Scotland, Northern Ireland, Albania, Andorra, Armenia, Austria, Azerbaijan, Belarus, Belgium, Bosnia and Herzegovina, Bulgaria, Croatia, Cyprus, Czech Republic, Denmark, Estonia, Faroe Islands, Finland, France, Georgia, Germany, Gibraltar, Greece, Greenland, Hungary, Iceland, Republic of Ireland, Italy, Kazakhstan, Kyrgyzstan, Latvia, Liechtenstein, Lithuania, Luxembourg, Macedonia, Malta, Moldova, Monaco, Netherlands, Norway, Poland, Portugal, Romania, Russian Federation, San Marino, Serbia and Montenegro, Slovakia, Slovenia, Spain, Svalbard and Jan Mayen Islands, Sweden, Switzerland, Tajikistan, Turkey, Turkmenistan, Ukraine, Uzbekistan, Bahrain, British Indian Ocean Territory, Iran, Iraq, Israel, Jordan, Kuwait, Lebanon, Oman, Palestine, Qatar, Saudi Arabia, Syria, United Arab Emirates, Yemen, Algeria, Angola, Benin, Botswana, Bouvet Island, Burkina Faso, Burundi, Cameroon, Cape Verde, Central African Republic, Chad, Comoros, Congo, Dem. Rep. Congo (Zaire), Cote d'Ivoire, Djibouti, Egypt, Equatorial Guinea, Eritrea, Ethiopia, Gabon, Gambia, Ghana, Guinea, Guinea-Bissau, Kenya, Lesotho, Liberia, Libya Madagascar, Malawi, Mali, Mauritania, Mauritius, Mayotte, Morocco, Mozambique, Namibia, Niger, Nigeria, Reunion, Rwanda, São Tomé and Principe, Senegal, Seychelles, Sierra Leone, Somalia, South Africa, Sudan, Swaziland, Tanzania, Togo, Tunisia, Uganda, Western Sahara, Zambia, Zanzibar, Zimbabwe
|
"
Relevant Customer
"
|
any person, firm or company which at any time during the 12 months prior to the Termination Date was a customer of the Company or any Group Company, with whom or which you dealt other than in a de minimis way or for whom or which you were responsible in a supervisory or managerial capacity on behalf of the Company or any Group Company at any time during the said period
|
"
Relevant Goods and Services
"
|
any goods and services competitive with those supplied by the Company or any Group Company at any time during the 12 months prior to the Termination Date in the supply of which you were involved or concerned other than in a de minimis way at any time during the said period
|
"
Relevant Period
"
|
the period of your employment and, for the purposes of Clause 16, the period of 12 months from the Termination Date and, for the purposes of Clauses 16.3 and 16.4, the period of 12 months from the Termination Date except that any period of garden leave served by you pursuant to Clause 14.3 during any period of notice prior to the Termination Date shall reduce the Relevant Period accordingly.
|
"
Relevant Supplier
"
|
any person, firm or company which at any time during the 12 months prior to the Termination Date was a supplier of any goods or services (other than utilities and goods or services supplied for administrative purposes) to the Company or any Group Company and with whom or which you had personal dealings during your
|
|
employment other than in a de minimis way
|
"
Termination Date
"
|
the date on which your employment under this Agreement shall terminate
|
16.2
|
Without prejudice to Clause 2.3 you shall not without the prior written consent of the Company directly or indirectly at any time within the Relevant Period engage or be concerned or interested in any business within the Relevant Area which (a) competes or (b) will at any time during the Relevant Period compete with the Business. Nothing in this sub-clause shall prevent you from being or becoming a Minority Holder provided that you disclose this to the Company.
|
16.3
|
You shall not, other than during your employment in the ordinary and proper course of your duties and for the benefit of the Company, without the prior written consent of the Company directly or indirectly at any time within the Relevant Period:-
|
16.3.1
|
solicit the custom of; or
|
16.3.2
|
facilitate the solicitation of; or
|
16.3.3
|
deal with any Relevant Customer in respect of any Relevant Goods and Services; or
|
16.3.4
|
solicit the custom of; or
|
16.3.5
|
facilitate the solicitation of; or
|
16.3.6
|
deal with any Prospective Customer in respect of any Relevant Goods and Services; or
|
16.3.7
|
interfere; or
|
16.3.8
|
endeavour to interfere with the continuance of supplies to the Company and/or any Group Company (or the terms relating to those supplies) by any Relevant Supplier.
|
16.4
|
You shall not without the prior written consent of the Company directly or indirectly at any time during the Relevant Period:-
|
16.4.1
|
entice away from the Company or any Group Company; or
|
16.4.2
|
endeavour to entice away from the Company or any Group Company; or
|
16.4.3
|
employ or engage any Key Personnel.
|
16.5
|
You acknowledge that because of the nature of your duties and the particular responsibilities arising as a result of such duties you have or will have knowledge of Confidential Information and have/will have developed relationships with and have knowledge of and influence over the Group's customers and staff and are therefore in a position to harm the goodwill and interests of the Company and any Group Companies (the "
Interests
") if you were to make use of such Confidential Information or knowledge or influence for your own purposes or the purposes of another. Accordingly, having regard to the above, you acknowledge that the provisions of this Clause are fair, reasonable and necessary to protect the Interests. Whilst the provisions of this Clause 16 have been framed with a view to ensuring that the Interests are adequately protected taking account of the Group's legitimate expectations of the future development of the business, you acknowledge that the business may change over time and as a result it may become necessary to amend the provisions of this Clause in order to ensure that the Interests remain adequately protected. You, therefore, agree that the Company shall be entitled to amend the provisions of this Clause in accordance with Clause 16.6 below in order to protect the Interests.
|
16.6
|
In order to amend the provisions of this Clause, the Company shall notify you in writing of why it believes it is necessary to amend this Clause and the amendments which it proposes. You shall then have a period of 14 calendar days in which to put forward any objections which you might have to the proposed amendments. In the event of that you do not put forward any such objections, this Clause shall take effect with the proposed amendments on the expiry of the 14 day period. In the event
|
16.7
|
You acknowledge that the provisions of this Clause 16 shall constitute severable undertakings given to the Company for itself and for the benefit of and as trustee for each of the other Group Companies and the said undertakings may be enforced by the Company on its own behalf and on behalf of any of the Group Companies. Each of the obligations in this Clause 16 is an entire separate and independent restriction on
|
16.8
|
You acknowledge and agree that you shall be obliged to draw the provisions of this Clause to the attention of any third party who may at any time before or after the termination of your employment offer to employ or engage you and for whom or with whom you intend to work during the Relevant Period.
|
16.9
|
You shall, at the request and cost of the Company, enter into a direct agreement or undertaking with any Group Company to which you provide services whereby you will accept restrictions corresponding to the restrictions in this Clause (or such of them as may be appropriate in the circumstances) as the Company may require in the circumstances.
|
16.10
|
You agree that if the Company transfers all or any part of its business to a third party (the "
Transferee
"), the restrictions contained in this Clause 16 shall, with effect from the date that you become an employee of the Transferee, apply to you as if references to the Company include the Transferee and references to any Group Company include any Group Company of the Transferee.
|
17.
|
Company Property
|
17.1
|
Any property and any original or copy documents (however recorded and whether retained electronically or on paper or otherwise) in your possession belonging or relating to the business of the Company shall be returned to your line manager at any time on request and in any event on the termination of the employment. You must not keep any copies in any form of those documents or any notes or extracts from them.
|
17.2
|
You must also retrieve from any storage system of whatever nature (including any computer or database) all information or documents relating to the Group or its business and record them in a permanent and portable form accessible to the Company. Those record(s) must then be delivered to the Company immediately. Having retrieved that information and documents, all such information and documents still in your storage system must then be erased or removed and destroyed as the Company directs.
|
18.
|
Company Policies
|
18.1
|
A copy of the Company Policies is available on the intranet site. You shall observe and be subject to the provisions insofar as they apply to your employment. For the avoidance of doubt the Company Policies does not constitute part of your contract of employment by reference and can be changed at any time.
|
18.2
|
When driving a company vehicle you will be subject to the conditions in the Driver’s Handbook. For the avoidance of doubt the Drivers handbook does not constitute part of your contract of employment by reference and can be changed at any time.
|
19.
|
Disciplinary and Grievance Procedures
|
19.1
|
The disciplinary rules that currently apply to your employment are set out in the Company’s Disciplinary Procedure, a copy of which is available on the Company's intranet. For the avoidance of doubt the Company Discipline and Grievance procedure does not constitute part of your contract of employment by reference and can be changed at any time.
|
19.2
|
You are also expected to comply with the obligations set out in the Code of Conduct, a copy of which is also available on the Company's intranet.
|
19.3
|
The Company reserves the right to suspend you at any time, with pay, whilst investigating any disciplinary matter or for a health and safety reason.
|
19.4
|
The Company’s grievance procedure is to enable you to resolve any problems you may have about any aspect of your employment. You should first discuss the matter with your manager and only if you are unable to resolve the matter should you then take the steps set out in the grievance procedure
|
20.
|
Health and Safety
|
20.1
|
The health and safety of all employees whilst at work is a matter of prime importance. It is the duty and responsibility of each employee to familiarise themselves with, and comply with, the Company’s health and safety policies and procedures.
|
20.2
|
As a commitment to health and safety, the Company has a robust stance regarding illegal drugs and with regards to being intoxicated through alcohol or drugs in the workplace. The Company reserves the right to require you to undertake testing for illegal substances and the presence of alcohol at any time.
|
21.
|
Data Protection
|
21.1
|
You are required at all times during your employment to comply with the provisions of the Data Protection Act 1998 and with any policy introduced by the Company to comply with the Act.
|
21.2
|
You consent to the processing by the Company of personal data, including sensitive personal data, relating to you as necessary for the performance of your contract and/or the conduct of the Company’s business.
|
22.
|
Miscellaneous
|
22.1
|
There are no collective agreements relevant to your employment
|
22.2
|
You will not be required to work outside the United Kingdom for a continuous period of more than 1 month.
|
22.3
|
Without prejudice to any specific powers of variation contained in this Agreement, the Company reserves the general right to make reasonable changes to this Agreement and any other agreed terms and conditions of employment on giving you reasonable notice in writing of any such change.
|
22.4
|
This Agreement sets out the whole agreement between the parties with regard to its subject matter and supersedes any previous agreement (whether verbal or written) made between the parties at any time.
|
22.5
|
The Company may at its sole discretion transfer this Agreement to any company in the Company's group at any time.
|
22.6
|
This Agreement shall be governed by and construed in accordance with English law and the parties hereby submit to the exclusive jurisdiction of the English courts.
|
23.
|
Definitions
|
"
Associated Company
"
|
means a company or undertaking (which is not a Subsidiary or Holding Company of the Company or of a Group Company) of which more than 20 per cent of the Equity Share Capital is for the time being owned by the Company or a Group Company or which for the time being owns more than 20 per cent of the Equity Share Capital of the Company or a Group Company
|
"
Board
"
|
means the Leadership Team of the Company from time to time
|
"Company"
|
means Univar Europe Limited
|
"
Group
"
|
means
(i)
the Company
(ii)
any Holding Company for the time being of the Company
|
|
(iii)
any Subsidiary for the time being of the Company or of the Company's Holding Company
(iv)
any Associated Company and
(v)
any other company or body corporate or other form of business entity the name of which is notified in writing to you by the Company as being a member of the Group
|
"
Group Company
"
|
means any member of the Group, other than the Company, from time to time
|
"
Minority Holder
"
|
means a person who, whether solely or jointly, holds or is beneficially interested in the shares or securities of any company quoted on any Recognised Investment Exchange provided that such holding or interest does not exceed 3 per cent of any single class of such shares or securities. In calculating whether a person is a Minority Holder there shall be aggregated with any shares or securities held by him or to which he is beneficially entitled any shares or securities of the same class which his spouse or Civil Partner or any dependent child holds or is beneficially entitled to
|
"
Holding Company
" and "
Subsidiary
"
|
have the meanings given to them respectively in section 736 of the Companies Act 1985
|
24.
|
Withdrawal of Offer
|
24.1
|
The offer will remain valid for 7 days. Please note that should the contract not be returned fully signed and without amendment within 7 days the Company may exercise the right to withdraw the offer.
|
SIGNED
by Nick Powell
|
/s/ Nick Powell
|
|
|
SIGNED
by Steve Newlin
|
/s/ Steve Newlin
|
CEO of Univar Group
|
|
SIGNED
by Sabine Duyfjes
|
/s/ Sabine Duyfjes
|
Chief Compliance Officer, General Counsel & VP HR
|
|
for and on behalf of the Company
|
|
Entity Name
|
|
State or Other Jurisdiction of Incorporation
|
Agchem Expert Ltd.
|
|
Canada
|
Basic Chemical Solutions (Proprietary) Limited
|
|
South Africa
|
BDI Distribution West Inc.
|
|
Canada
|
Bluestar Distribution Inc.
|
|
Canada
|
Bodine Environmental Services, Inc.
|
|
Illinois
|
Bodine Services of Clinton, LLC
|
|
Illinois
|
Bodine Services of Decatur, Inc.
|
|
Delaware
|
Bodine Services of Evansville, LLC
|
|
Illinois
|
Bodine Services of Peoria LLC
|
|
Illinois
|
Brownsville Holdings Inc.
|
|
Canada
|
ChemCare Acquisition LLC
|
|
Delaware
|
ChemPoint.com Inc.
|
|
Nevada
|
ChemPoint.com-EMEA B.V.
|
|
Netherlands
|
Cravenhurst Properties Limited
|
|
United Kingdom
|
Distrupol B.V.
|
|
Netherlands
|
Distrupol Ireland Limited
|
|
Ireland
|
Distrupol Limited
|
|
United Kingdom
|
Distrupol Nordic AB
|
|
Sweden
|
Ellis & Everard (Overseas) Ltd
|
|
United Kingdom
|
Ellis & Everard (UK Holdings) Ltd.
|
|
United Kingdom
|
Ellis & Everard Distribution Limited
|
|
United Kingdom
|
Fiske Food Limited
|
|
United Kingdom
|
Future Transfer Co. Inc.
|
|
Canada
|
JHL Holdings Inc.
|
|
Canada
|
Juffali-Univar Saudi Arabia Chemicals Company, LLC
|
|
Saudi Arabia
|
Marnic Limited
|
|
United Kingdom
|
Olympic Chemical Corporation
|
|
Washington
|
Polymer Technologies Ltd.
|
|
United Kingdom
|
SCI Fonjac
|
|
France
|
SCI Jacquot
|
|
France
|
Sistemas Ecologicos Para el control de Plagas SA de CV
|
|
Mexico
|
Tagma Brasil Ltda.
|
|
Brazil
|
Ulixes Limited
|
|
United Kingdom
|
Ulixes UKCOII Limited
|
|
United Kingdom
|
Univar (Hong Kong) Limited
|
|
Hong Kong
|
Univar A/S
|
|
Denmark
|
Univar AB
|
|
Sweden
|
Univar AG
|
|
Switzerland
|
Univar AS
|
|
Norway
|
Entity Name
|
|
State or Other Jurisdiction of Incorporation
|
Univar Australia Pty Ltd
|
|
Australia
|
Univar Belgium NV
|
|
Belgium
|
Univar Brasil Ltda.
|
|
Brazil
|
Univar BV
|
|
Netherlands
|
Univar Canada Ltd.
|
|
Canada
|
Univar China B.V.
|
|
Netherlands
|
Univar China Ltd
|
|
China
|
Univar Corporativo SA de CV
|
|
Mexico
|
Univar Czech sro
|
|
Czech Republic
|
Univar de Mexico, S.A. de C.V.
|
|
Mexico
|
Univar Delaware, Inc.
|
|
Delaware
|
Univar Distribution (Malaysia) Sdn Bhd
|
|
Malaysia
|
Univar Egypt LLC
|
|
Egypt
|
Univar Europe Limited
|
|
United Kingdom
|
Univar Foundation
|
|
Washington
|
Univar France SNC
|
|
France
|
Univar GmbH
|
|
Germany
|
Univar Hellas EPE
|
|
Greece
|
Univar Holdco III LLC
|
|
Delaware
|
Univar Holdco LLC
|
|
Delaware
|
Univar Hungary Sales Limited Liability Co
|
|
Hungary
|
Univar Iberia SA
|
|
Portugal
|
Univar Iberia SA (Spain)
|
|
Spain
|
Univar Ireland Ltd.
|
|
Ireland
|
Univar Kimya Sanayi ve Dıs Ticaret Limited Sirketi
|
|
Turkey
|
Univar Limited
|
|
United Kingdom
|
Univar LLC
|
|
Russian Federation
|
Univar Middle East-Africa FZE
|
|
Dubai
|
Univar Netherlands Holding B.V.
|
|
Netherlands
|
Univar Oy
|
|
Finland
|
Univar Poland Sp.zo.o
|
|
Poland
|
Univar SAS
|
|
France
|
Univar Services (PTY) Ltd.
|
|
South Africa
|
Univar Singapore PTE LTD
|
|
Singapore
|
Univar South-East Europe S.r.l.
|
|
Romania
|
Univar SpA
|
|
Italy
|
Univar Specialty Consumables Limited
|
|
United Kingdom
|
Univar Tunisia SARL
|
|
Tunisia
|
Univar UK Holdings Limited
|
|
United Kingdom
|
Univar UK Limited
|
|
United Kingdom
|
Univar USA Delaware, Inc.
|
|
Delaware
|
Univar USA Inc.
|
|
Washington
|
Univar Zwijndrecht N.V.
|
|
Netherlands
|
UnivarMEA SARL
|
|
Morocco
|
Entity Name
|
|
State or Other Jurisdiction of Incorporation
|
UVX Scandinavia AB
|
|
Sweden
|
Van Eyck Chemie NV
|
|
Belgium
|
Weaver Town Oil Services, Inc.
|
|
Pennsylvania
|
Weavertown Transport Leasing, Inc.
|
|
Pennsylvania
|
1.
|
I have reviewed this Annual Report on Form 10-K of Univar Inc.
|
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;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
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
|
(d)
|
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 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.
|
February 28, 2018
|
By: /s/ Stephen D. Newlin
|
|
|
Stephen D. Newlin
|
|
|
Chairman and Chief Executive Officer
|
|
1.
|
I have reviewed this Annual Report on Form 10-K of Univar Inc.
|
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;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
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
|
(d)
|
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 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.
|
February 28, 2018
|
By: /s/ J. Carl J. Lukach
|
|
|
Carl J. Lukach
|
|
|
Executive Vice President and Chief Financial Officer
|
|
/s/ STEPHEN D. NEWLIN
|
Stephen D. Newlin
|
Chairman and Chief Executive Officer
|
February 28, 2018
|
/s/ CARL J. LUKACH
|
Carl J. Lukach
|
Executive Vice President and Chief Financial Officer
|
February 28, 2018
|