ý
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
¨
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Delaware
|
|
26-1251958
|
(State or other jurisdiction of incorporation or organization)
|
|
(I.R.S. Employer Identification No.)
|
3075 Highland Parkway, Suite 200 Downers Grove, Illinois
|
|
60515
|
(Address of principal executive offices)
|
|
(Zip Code)
|
Title of each class
|
|
Trading symbol(s)
|
|
Name of each exchange on which registered
|
Common Stock ($0.01 par value)
|
|
UNVR
|
|
New York Stock Exchange
|
Large accelerated filer
|
ý
|
Accelerated filer
|
¨
|
Non-accelerated filer
|
¨
|
Smaller reporting company
|
¨
|
Emerging growth company
|
¨
|
|
|
Part I. FINANCIAL INFORMATION
|
Page
|
Item 1. Financial Statements (unaudited)
|
|
Condensed Consolidated Statements of Operations
|
|
Condensed Consolidated Statements of Comprehensive Income
|
|
Condensed Consolidated Balance Sheets
|
|
Condensed Consolidated Statements of Cash Flows
|
|
Condensed Consolidated Statements of Changes in Stockholders’ Equity
|
|
Notes to Condensed Consolidated Statements
|
|
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
|
Item 3. Quantitative and Qualitative Disclosures About Market Risk
|
|
Item 4. Controls and Procedures
|
|
Part II. OTHER INFORMATION
|
|
Item 1. Legal Proceedings
|
|
Item 1A. Risk Factors
|
|
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
|
|
Item 3. Defaults Upon Senior Securities
|
|
Item 4. Mine Safety Disclosures
|
|
Item 5. Other Information
|
|
Item 6. Exhibits
|
|
Signatures
|
Item 1.
|
Financial Statements
|
|
|
|
|
Three months ended March 31,
|
||||||
(in millions, except per share data)
|
|
Note
|
|
2019
|
|
2018
|
||||
Net sales
|
|
|
|
$
|
2,160.0
|
|
|
$
|
2,158.0
|
|
Cost of goods sold (exclusive of depreciation)
|
|
|
|
1,663.6
|
|
|
1,671.4
|
|
||
Operating expenses:
|
|
|
|
|
|
|
||||
Outbound freight and handling
|
|
|
|
82.9
|
|
|
79.3
|
|
||
Warehousing, selling and administrative
|
|
|
|
253.4
|
|
|
241.0
|
|
||
Other operating expenses, net
|
|
6
|
|
164.8
|
|
|
13.6
|
|
||
Depreciation
|
|
|
|
33.2
|
|
|
31.4
|
|
||
Amortization
|
|
|
|
14.4
|
|
|
13.4
|
|
||
Total operating expenses
|
|
|
|
$
|
548.7
|
|
|
$
|
378.7
|
|
Operating (loss) income
|
|
|
|
$
|
(52.3
|
)
|
|
$
|
107.9
|
|
Other (expense) income:
|
|
|
|
|
|
|
||||
Interest income
|
|
|
|
0.6
|
|
|
1.2
|
|
||
Interest expense
|
|
|
|
(34.8
|
)
|
|
(36.1
|
)
|
||
Loss on extinguishment of debt
|
|
|
|
(0.7
|
)
|
|
—
|
|
||
Other (expense) income, net
|
|
8
|
|
(6.1
|
)
|
|
2.6
|
|
||
Total other expense
|
|
|
|
$
|
(41.0
|
)
|
|
$
|
(32.3
|
)
|
(Loss) income from continuing operations before income taxes
|
|
|
|
(93.3
|
)
|
|
75.6
|
|
||
Income tax (benefit) expense from continuing operations
|
|
10
|
|
(23.3
|
)
|
|
10.2
|
|
||
Net (loss) income from continuing operations
|
|
|
|
$
|
(70.0
|
)
|
|
$
|
65.4
|
|
Net income from discontinued operations
|
|
4
|
|
$
|
6.1
|
|
|
$
|
—
|
|
Net (loss) income
|
|
|
|
$
|
(63.9
|
)
|
|
$
|
65.4
|
|
|
|
|
|
|
|
|
||||
(Loss) income per common share:
|
|
|
|
|
|
|
||||
Basic from continuing operations
|
|
11
|
|
$
|
(0.47
|
)
|
|
$
|
0.46
|
|
Basic from discontinued operations
|
|
11
|
|
0.04
|
|
|
—
|
|
||
Basic (loss) income per common share
|
|
|
|
$
|
(0.43
|
)
|
|
$
|
0.46
|
|
Diluted from continuing operations
|
|
11
|
|
(0.47
|
)
|
|
0.46
|
|
||
Diluted from discontinued operations
|
|
11
|
|
0.04
|
|
|
—
|
|
||
Diluted (loss) income per common share
|
|
|
|
$
|
(0.43
|
)
|
|
$
|
0.46
|
|
|
|
|
|
|
|
|
||||
Weighted average common shares outstanding:
|
|
|
|
|
|
|
||||
Basic
|
|
11
|
|
149.2
|
|
|
140.9
|
|
||
Diluted
|
|
11
|
|
149.2
|
|
|
142.0
|
|
|
|
|
|
Three months ended
March 31, |
||||||
(in millions)
|
|
Note
|
|
2019
|
|
2018
|
||||
Net (loss) income
|
|
|
|
$
|
(63.9
|
)
|
|
$
|
65.4
|
|
|
|
|
|
|
|
|
||||
Other comprehensive (loss) income, net of tax:
|
|
|
|
|
|
|
||||
Impact due to adoption of ASU 2018-02
(1)
|
|
|
|
(3.2
|
)
|
|
—
|
|
||
Impact due to adoption of ASU 2017-12
(2)
|
|
12
|
|
—
|
|
|
0.5
|
|
||
Foreign currency translation
|
|
12
|
|
8.2
|
|
|
(7.2
|
)
|
||
Derivative financial instruments
|
|
12
|
|
(8.3
|
)
|
|
9.1
|
|
||
Total other comprehensive (loss) income, net of tax
|
|
|
|
$
|
(3.3
|
)
|
|
$
|
2.4
|
|
Comprehensive (loss) income
|
|
|
|
$
|
(67.2
|
)
|
|
$
|
67.8
|
|
|
(1)
|
Adjusted due to the adoption of Accounting Standards Update (“ASU”) 2018-02 “Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income” on January 1, 2019. Refer to “
Note 2: Significant accounting policies
” for more information.
|
(2)
|
Adjusted due to the adoption of ASU 2017-12 “Targeted Improvements to Accounting for Hedging Activities” on January 1, 2018.
|
(in millions, except per share data)
|
|
Note
|
|
March 31,
2019 |
|
December 31,
2018 |
||||
Assets
|
|
|
|
|
|
|
||||
Current assets:
|
|
|
|
|
|
|
||||
Cash and cash equivalents
|
|
|
|
$
|
788.0
|
|
|
$
|
121.6
|
|
Trade accounts receivable, net
|
|
|
|
1,466.5
|
|
|
1,094.7
|
|
||
Inventories
|
|
|
|
996.6
|
|
|
803.3
|
|
||
Prepaid expenses and other current assets
|
|
|
|
195.9
|
|
|
169.1
|
|
||
Total current assets
|
|
|
|
$
|
3,447.0
|
|
|
$
|
2,188.7
|
|
Property, plant and equipment, net
|
|
14
|
|
1,168.2
|
|
|
955.8
|
|
||
Goodwill
|
|
|
|
2,472.1
|
|
|
1,780.7
|
|
||
Intangible assets, net
|
|
14
|
|
398.5
|
|
|
238.1
|
|
||
Deferred tax assets
|
|
|
|
24.4
|
|
|
24.8
|
|
||
Other assets
(1)
|
|
|
|
277.6
|
|
|
84.3
|
|
||
Total assets
|
|
|
|
$
|
7,787.8
|
|
|
$
|
5,272.4
|
|
Liabilities and stockholders’ equity
|
|
|
|
|
|
|
||||
Current liabilities:
|
|
|
|
|
|
|
||||
Short-term financing
|
|
13
|
|
$
|
4.3
|
|
|
$
|
8.1
|
|
Trade accounts payable
|
|
|
|
1,096.7
|
|
|
925.4
|
|
||
Current portion of long-term debt
|
|
13
|
|
27.2
|
|
|
21.7
|
|
||
Accrued compensation
|
|
|
|
92.7
|
|
|
93.6
|
|
||
Other accrued expenses
|
|
|
|
467.0
|
|
|
285.8
|
|
||
Total current liabilities
|
|
|
|
$
|
1,687.9
|
|
|
$
|
1,334.6
|
|
Long-term debt
|
|
13
|
|
3,694.0
|
|
|
2,350.4
|
|
||
Pension and other postretirement benefit liabilities
|
|
|
|
252.5
|
|
|
254.4
|
|
||
Deferred tax liabilities
|
|
|
|
114.4
|
|
|
42.9
|
|
||
Other long-term liabilities
(1)
|
|
|
|
258.0
|
|
|
98.4
|
|
||
Total liabilities
|
|
|
|
$
|
6,006.8
|
|
|
$
|
4,080.7
|
|
Stockholders’ equity:
|
|
|
|
|
|
|
||||
Preferred stock, 200.0 million shares authorized at $0.01 par value with no shares issued or outstanding as of March 31, 2019 and December 31, 2018
|
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Common stock, 2.0 billion shares authorized at $0.01 par value with 169.7 million and 141.7 million shares issued and outstanding at March 31, 2019 and December 31, 2018, respectively
|
|
|
|
1.7
|
|
|
1.4
|
|
||
Additional paid-in capital
|
|
|
|
2,978.0
|
|
|
2,325.0
|
|
||
Accumulated deficit
|
|
|
|
(822.2
|
)
|
|
(761.5
|
)
|
||
Accumulated other comprehensive loss
|
|
12
|
|
(376.5
|
)
|
|
(373.2
|
)
|
||
Total stockholders’ equity
|
|
|
|
$
|
1,781.0
|
|
|
$
|
1,191.7
|
|
Total liabilities and stockholders’ equity
|
|
|
|
$
|
7,787.8
|
|
|
$
|
5,272.4
|
|
|
(1)
|
Operating lease assets and operating lease liabilities are included in other assets and other long-term liabilities. Refer to “
Note 18: Leasing
” for more information.
|
|
|
|
|
Three months ended
March 31, |
||||||
(in millions)
|
|
Note
|
|
2019
|
|
2018
|
||||
Operating activities:
|
|
|
|
|
|
|
||||
Net (loss) income
|
|
|
|
$
|
(63.9
|
)
|
|
$
|
65.4
|
|
Adjustments to reconcile net (loss) income to net cash used by operating activities:
|
|
|
|
|
|
|
||||
Depreciation and amortization
|
|
|
|
47.6
|
|
|
44.8
|
|
||
Amortization of deferred financing fees and debt discount
|
|
|
|
1.8
|
|
|
2.0
|
|
||
Loss on extinguishment of debt
|
|
|
|
0.7
|
|
|
—
|
|
||
Deferred income taxes
|
|
|
|
(28.2
|
)
|
|
(3.0
|
)
|
||
Stock-based compensation expense
|
|
6
|
|
6.0
|
|
|
9.4
|
|
||
Other
|
|
|
|
0.5
|
|
|
0.4
|
|
||
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
||||
Trade accounts receivable, net
|
|
|
|
(86.6
|
)
|
|
(219.4
|
)
|
||
Inventories
|
|
|
|
(42.9
|
)
|
|
(80.1
|
)
|
||
Prepaid expenses and other current assets
|
|
|
|
(4.2
|
)
|
|
(14.1
|
)
|
||
Trade accounts payable
|
|
|
|
37.3
|
|
|
67.3
|
|
||
Pensions and other postretirement benefit liabilities
|
|
|
|
(3.3
|
)
|
|
(11.6
|
)
|
||
Other, net
|
|
|
|
11.7
|
|
|
(0.1
|
)
|
||
Net cash used by operating activities
|
|
|
|
$
|
(123.5
|
)
|
|
$
|
(139.0
|
)
|
Investing activities:
|
|
|
|
|
|
|
||||
Purchases of property, plant and equipment
|
|
|
|
$
|
(16.5
|
)
|
|
$
|
(16.2
|
)
|
Purchases of businesses, net of cash acquired
|
|
|
|
(1,165.5
|
)
|
|
(8.9
|
)
|
||
Proceeds from sale of property, plant and equipment
|
|
|
|
0.7
|
|
|
2.2
|
|
||
Proceeds from sale of business
|
|
|
|
650.0
|
|
|
—
|
|
||
Other
|
|
|
|
(1.3
|
)
|
|
—
|
|
||
Net cash used by investing activities
|
|
|
|
$
|
(532.6
|
)
|
|
$
|
(22.9
|
)
|
Financing activities:
|
|
|
|
|
|
|
||||
Proceeds from issuance of long-term debt
|
|
13
|
|
$
|
1,341.4
|
|
|
$
|
141.8
|
|
Payments on long-term debt and finance lease obligations
|
|
13
|
|
(4.6
|
)
|
|
(320.1
|
)
|
||
Short-term financing, net
|
|
13
|
|
(4.3
|
)
|
|
(6.6
|
)
|
||
Taxes paid related to net share settlements of stock-based compensation awards
|
|
|
|
(2.0
|
)
|
|
(2.7
|
)
|
||
Stock option exercises
|
|
|
|
—
|
|
|
0.8
|
|
||
Net cash provided (used) by financing activities
|
|
|
|
$
|
1,330.5
|
|
|
$
|
(186.8
|
)
|
Effect of exchange rate changes on cash and cash equivalents
|
|
|
|
$
|
(8.0
|
)
|
|
$
|
(2.4
|
)
|
Net increase (decrease) in cash and cash equivalents
|
|
|
|
666.4
|
|
|
(351.1
|
)
|
||
Cash and cash equivalents at beginning of period
|
|
|
|
121.6
|
|
|
467.0
|
|
||
Cash and cash equivalents at end of period
|
|
|
|
$
|
788.0
|
|
|
$
|
115.9
|
|
Supplemental disclosure of cash flow information:
|
|
|
|
|
|
|
||||
Non-cash activities:
|
|
|
|
|
|
|
||||
Fair value of common stock issued for acquisition of business
|
|
|
|
$
|
649.3
|
|
|
$
|
—
|
|
Additions of property, plant and equipment included in trade accounts payable and other accrued expenses
|
|
|
|
12.4
|
|
|
7.3
|
|
||
Additions of property, plant and equipment under a finance lease obligation
|
|
|
|
1.8
|
|
|
6.0
|
|
||
Additions of assets under an operating lease obligation
|
|
|
|
2.9
|
|
|
—
|
|
(in millions)
|
Common
stock
(shares)
|
|
Common
stock
|
|
Additional
paid-in
capital
|
|
Accumulated
deficit
|
|
Accumulated
other
comprehensive
loss
|
|
Total
|
|||||||||||
Balance, January 1, 2019
|
141.7
|
|
|
$
|
1.4
|
|
|
$
|
2,325.0
|
|
|
$
|
(761.5
|
)
|
|
$
|
(373.2
|
)
|
|
$
|
1,191.7
|
|
Impact due to adoption of ASU
(1)
|
—
|
|
|
—
|
|
|
—
|
|
|
3.2
|
|
|
(3.2
|
)
|
|
—
|
|
|||||
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
(63.9
|
)
|
|
—
|
|
|
(63.9
|
)
|
|||||
Foreign currency translation adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8.2
|
|
|
8.2
|
|
|||||
Derivative financial instruments, net of tax $2.8
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(8.3
|
)
|
|
(8.3
|
)
|
|||||
Common stock issued for the Nexeo acquisition
|
27.9
|
|
|
0.3
|
|
|
649.0
|
|
|
—
|
|
|
—
|
|
|
649.3
|
|
|||||
Restricted stock units vested
|
0.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Tax withholdings related to net share settlements of stock-based compensation awards
|
(0.1
|
)
|
|
—
|
|
|
(2.0
|
)
|
|
—
|
|
|
—
|
|
|
(2.0
|
)
|
|||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
6.0
|
|
|
—
|
|
|
—
|
|
|
6.0
|
|
|||||
Balance, March 31, 2019
|
169.7
|
|
|
$
|
1.7
|
|
|
$
|
2,978.0
|
|
|
$
|
(822.2
|
)
|
|
$
|
(376.5
|
)
|
|
$
|
1,781.0
|
|
(in millions)
|
Common
stock
(shares)
|
|
Common
stock
|
|
Additional
paid-in
capital
|
|
Accumulated
deficit
|
|
Accumulated
other
comprehensive
loss
|
|
Total
|
|||||||||||
Balance, January 1, 2018
|
141.1
|
|
|
$
|
1.4
|
|
|
$
|
2,301.3
|
|
|
$
|
(934.1
|
)
|
|
$
|
(278.5
|
)
|
|
$
|
1,090.1
|
|
Impact due to adoption of ASU’s, net of tax ($0.3)
(2)
|
—
|
|
|
—
|
|
|
—
|
|
|
0.3
|
|
|
0.5
|
|
|
0.8
|
|
|||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
65.4
|
|
|
—
|
|
|
65.4
|
|
|||||
Foreign currency translation adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7.2
|
)
|
|
(7.2
|
)
|
|||||
Derivative financial instruments, net of tax ($3.2)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9.1
|
|
|
9.1
|
|
|||||
Restricted stock units vested
|
0.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Tax withholdings related to net share settlements of stock-based compensation awards
|
(0.1
|
)
|
|
—
|
|
|
(2.7
|
)
|
|
—
|
|
|
—
|
|
|
(2.7
|
)
|
|||||
Stock option exercises
|
0.1
|
|
|
—
|
|
|
0.8
|
|
|
—
|
|
|
—
|
|
|
0.8
|
|
|||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
9.4
|
|
|
—
|
|
|
—
|
|
|
9.4
|
|
|||||
Balance, March 31, 2018
|
141.3
|
|
|
$
|
1.4
|
|
|
$
|
2,308.8
|
|
|
$
|
(868.4
|
)
|
|
$
|
(276.1
|
)
|
|
$
|
1,165.7
|
|
|
(1)
|
Adjusted due to the adoption of ASU 2018-02 “Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income” on January 1, 2019. Refer to “
Note 2: Significant accounting policies
” for more information.
|
(2)
|
Adjusted due to the adoption of ASU 2014-09 “Revenue from Contracts with Customers” and ASU 2017-12 “Targeted Improvements to Accounting for Hedging Activities” on January 1, 2018.
|
•
|
Univar USA (“USA”)
|
•
|
Univar Canada (“Canada”)
|
•
|
Univar Europe, the Middle East and Africa (“EMEA”)
|
•
|
Latin America (“LATAM”)
|
(in millions)
|
|
Balance at December 31, 2018
|
|
Adjustments due to ASU 2016-02
|
|
Balance at January 1, 2019
|
||||||
Assets
|
|
|
|
|
|
|
||||||
Property, plant and equipment, net
|
|
$
|
955.8
|
|
|
$
|
5.4
|
|
|
$
|
961.2
|
|
Other assets
|
|
84.3
|
|
|
166.8
|
|
|
251.1
|
|
|||
Liabilities
|
|
|
|
|
|
|
||||||
Current portion of long-term debt
|
|
$
|
21.7
|
|
|
$
|
(4.5
|
)
|
|
$
|
17.2
|
|
Other accrued expenses
|
|
285.8
|
|
|
43.8
|
|
|
329.6
|
|
|||
Long-term debt
|
|
2,350.4
|
|
|
9.9
|
|
|
2,360.3
|
|
|||
Other long-term liabilities
|
|
98.4
|
|
|
123.0
|
|
|
221.4
|
|
Standard
|
|
|
|
Effective date
|
2018-16
|
|
Derivatives and Hedging (Topic 815): Inclusion of the Secured Overnight Financing Rate (SOFR) Overnight Index Swap (OIS) Rate as a Benchmark Interest Rate for Hedge Accounting Purposes
|
|
January 1, 2019
|
Standard
|
|
|
|
Expected adoption date
|
2018-18
|
|
Collaborative Arrangements (Topic 808) - Clarifying the Interaction between Topic 808 and Topic 606
|
|
January 1, 2020
|
2018-17
|
|
Consolidation (Topic 810) - Targeted Improvements to Related Party Guidance for Variable Interest Entities
|
|
January 1, 2020
|
2018-15
|
|
Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract (a consensus of the FASB Emerging Issues Task Force)
|
|
January 1, 2020
|
2016-13
|
|
Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments
|
|
January 1, 2020
|
(in millions)
|
|
|
||
Net sales
|
|
$
|
155.6
|
|
Net loss from continuing operations
|
|
(7.2
|
)
|
|
|
Three months ended March 31,
|
||||||
(in millions)
|
|
2019
|
|
2018
|
||||
Net sales
|
|
$
|
2,486.0
|
|
|
$
|
2,682.1
|
|
Net (loss) income from continuing operations
|
|
(59.8
|
)
|
|
85.4
|
|
(in millions)
|
|
Three months ended March 31, 2019
|
||
External sales
|
|
$
|
156.9
|
|
Cost of goods sold (exclusive of depreciation)
|
|
136.7
|
|
|
Outbound freight and handling
|
|
3.5
|
|
|
Warehousing, selling and administrative
|
|
7.9
|
|
|
Other expenses
|
|
1.4
|
|
|
Income from discontinued operations before income taxes
|
|
$
|
7.4
|
|
Income tax expense from discontinued operations
|
|
1.3
|
|
|
Net income from discontinued operations
|
|
$
|
6.1
|
|
(in millions)
|
|
USA
|
|
Canada
|
|
EMEA
|
|
LATAM
|
|
Consolidated
|
||||||||||
|
|
Three months ended March 31, 2019
|
||||||||||||||||||
Chemical Distribution
|
|
$
|
1,247.5
|
|
|
$
|
211.7
|
|
|
$
|
483.4
|
|
|
$
|
92.6
|
|
|
$
|
2,035.2
|
|
Crop Sciences
|
|
—
|
|
|
50.5
|
|
|
—
|
|
|
—
|
|
|
50.5
|
|
|||||
Services
|
|
59.7
|
|
|
11.6
|
|
|
0.3
|
|
|
2.7
|
|
|
74.3
|
|
|||||
Total external customer net sales
|
|
$
|
1,307.2
|
|
|
$
|
273.8
|
|
|
$
|
483.7
|
|
|
$
|
95.3
|
|
|
$
|
2,160.0
|
|
|
|
Three months ended
March 31, |
||||||
(in millions)
|
|
2019
|
|
2018
|
||||
Stock-based compensation expense
|
|
$
|
6.0
|
|
|
$
|
9.4
|
|
Restructuring charges
|
|
0.1
|
|
|
0.5
|
|
||
Other employee termination costs
|
|
12.9
|
|
|
2.4
|
|
||
Acquisition and integration related expenses
|
|
77.1
|
|
|
0.4
|
|
||
Saccharin legal settlement
|
|
62.5
|
|
|
—
|
|
||
Other
|
|
6.2
|
|
|
0.9
|
|
||
Total other operating expenses, net
|
|
$
|
164.8
|
|
|
$
|
13.6
|
|
(in millions)
|
|
January 1, 2019
|
|
Charge to
earnings
|
|
Cash
paid
|
|
Non-cash
and other
|
|
March 31, 2019
|
||||||||||
Employee termination costs
|
|
$
|
4.2
|
|
|
$
|
—
|
|
|
$
|
(1.5
|
)
|
|
$
|
—
|
|
|
$
|
2.7
|
|
Facility exit costs
|
|
5.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5.0
|
|
|||||
Other exit costs
|
|
0.2
|
|
|
0.1
|
|
|
—
|
|
|
—
|
|
|
0.3
|
|
|||||
Total
|
|
$
|
9.4
|
|
|
$
|
0.1
|
|
|
$
|
(1.5
|
)
|
|
$
|
—
|
|
|
$
|
8.0
|
|
(in millions)
|
|
January 1, 2018
|
|
Charge to
earnings
|
|
Cash
paid
|
|
Non-cash
and other
|
|
December 31, 2018
|
||||||||||
Employee termination costs
|
|
$
|
3.0
|
|
|
$
|
5.3
|
|
|
$
|
(3.4
|
)
|
|
$
|
(0.7
|
)
|
|
$
|
4.2
|
|
Facility exit costs
|
|
10.2
|
|
|
(0.7
|
)
|
|
(4.4
|
)
|
|
(0.1
|
)
|
|
5.0
|
|
|||||
Other exit costs
|
|
(0.5
|
)
|
|
0.2
|
|
|
(0.1
|
)
|
|
0.6
|
|
|
0.2
|
|
|||||
Total
|
|
$
|
12.7
|
|
|
$
|
4.8
|
|
|
$
|
(7.9
|
)
|
|
$
|
(0.2
|
)
|
|
$
|
9.4
|
|
|
|
Three months ended
March 31, |
||||||
(in millions)
|
|
2019
|
|
2018
|
||||
Foreign currency transactions
|
|
$
|
(0.7
|
)
|
|
$
|
(0.1
|
)
|
Foreign currency denominated loans revaluation
|
|
5.2
|
|
|
1.2
|
|
||
Undesignated foreign currency derivative instruments
(1)
|
|
(9.9
|
)
|
|
(1.3
|
)
|
||
Undesignated interest rate swap contracts
(1)
|
|
0.2
|
|
|
—
|
|
||
Non-operating retirement benefits
(2)
|
|
0.6
|
|
|
3.5
|
|
||
Other
|
|
(1.5
|
)
|
|
(0.7
|
)
|
||
Total other (expense) income, net
|
|
$
|
(6.1
|
)
|
|
$
|
2.6
|
|
|
(1)
|
Refer to “
Note 16: Derivatives
” for more information.
|
(2)
|
Refer to “
Note 9: Employee benefit plans
” for more information.
|
|
|
Domestic - Defined Benefit Pension Plans
|
|
Foreign - Defined Benefit Pension Plans
|
||||||||||||
|
|
Three months ended
March 31, |
|
Three months ended
March 31, |
||||||||||||
(in millions)
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Service cost
(1)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
0.6
|
|
|
$
|
0.7
|
|
Interest cost
(2)
|
|
6.8
|
|
|
6.8
|
|
|
3.9
|
|
|
4.0
|
|
||||
Expected return on plan assets
(2)
|
|
(6.3
|
)
|
|
(7.8
|
)
|
|
(5.0
|
)
|
|
(6.5
|
)
|
||||
Prior service cost (credits)
(2)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Net periodic cost (benefit)
|
|
$
|
0.5
|
|
|
$
|
(1.0
|
)
|
|
$
|
(0.5
|
)
|
|
$
|
(1.8
|
)
|
|
(1)
|
Service cost is included in warehouse, selling and administrative expenses.
|
(2)
|
These amounts are included in
other (expense) income, net
.
|
|
|
Three months ended March 31,
|
||||||
(in millions, except per share data)
|
|
2019
|
|
2018
|
||||
Basic:
|
|
|
|
|
||||
Net (loss) income from continuing operations
|
|
$
|
(70.0
|
)
|
|
$
|
65.4
|
|
Net income from discontinued operations
|
|
6.1
|
|
|
—
|
|
||
Net (loss) income
|
|
$
|
(63.9
|
)
|
|
$
|
65.4
|
|
Less: earnings allocated to participating securities
|
|
—
|
|
|
0.1
|
|
||
Earnings allocated to common shares outstanding
|
|
$
|
(63.9
|
)
|
|
$
|
65.3
|
|
|
|
|
|
|
||||
Weighted average common shares outstanding
|
|
149.2
|
|
|
140.9
|
|
||
Basic (loss) income per common share from continuing operations
|
|
$
|
(0.47
|
)
|
|
$
|
0.46
|
|
Basic income per common share from discontinued operations
|
|
0.04
|
|
|
—
|
|
||
Basic (loss) income per common share
|
|
$
|
(0.43
|
)
|
|
$
|
0.46
|
|
|
|
|
|
|
||||
Diluted:
|
|
|
|
|
||||
Net (loss) income from continuing operations
|
|
$
|
(70.0
|
)
|
|
$
|
65.4
|
|
Net income from discontinued operations
|
|
6.1
|
|
|
—
|
|
||
Net (loss) income
|
|
$
|
(63.9
|
)
|
|
$
|
65.4
|
|
Less: earnings allocated to participating securities
|
|
—
|
|
|
—
|
|
||
Earnings allocated to common shares outstanding
|
|
$
|
(63.9
|
)
|
|
$
|
65.4
|
|
|
|
|
|
|
||||
Weighted average common shares outstanding
|
|
149.2
|
|
|
140.9
|
|
||
Effect of dilutive securities: stock compensation plans
(1)
|
|
—
|
|
|
1.1
|
|
||
Weighted average common shares outstanding – diluted
|
|
149.2
|
|
|
142.0
|
|
||
Diluted (loss) income per common share from continuing operations
|
|
$
|
(0.47
|
)
|
|
$
|
0.46
|
|
Diluted income per common share from discontinued operations
|
|
0.04
|
|
|
—
|
|
||
Diluted (loss) income per common share
|
|
$
|
(0.43
|
)
|
|
$
|
0.46
|
|
|
(1)
|
Stock options to purchase
2.8 million
and
0.6 million
shares of common stock and restricted stock of
0.7 million
and
nil
were outstanding during the three months ended
March 31, 2019
and
2018
, respectively, but were not included in the calculation of diluted income per share as the impact of these awards would have been anti-dilutive. Diluted shares outstanding also did not include
0.8 million
shares of common stock issuable on the exercise of warrants because the warrants were out-of-the-money for the three months ended
March 31, 2019
.
|
(in millions)
|
|
Cash flow hedges
|
|
Defined
benefit
pension items
|
|
Currency
translation
items
|
|
Total
|
||||||||
Balance as of December 31, 2018
|
|
$
|
8.9
|
|
|
$
|
(1.1
|
)
|
|
$
|
(381.0
|
)
|
|
$
|
(373.2
|
)
|
Impact due to adoption of ASU 2018-02
(1)
|
|
1.5
|
|
|
—
|
|
|
(4.7
|
)
|
|
(3.2
|
)
|
||||
Other comprehensive (loss) income before reclassifications
|
|
(5.5
|
)
|
|
—
|
|
|
8.2
|
|
|
2.7
|
|
||||
Amounts reclassified from accumulated other comprehensive loss
|
|
(2.8
|
)
|
|
—
|
|
|
—
|
|
|
(2.8
|
)
|
||||
Net current period other comprehensive (loss) income
|
|
$
|
(6.8
|
)
|
|
$
|
—
|
|
|
$
|
3.5
|
|
|
$
|
(3.3
|
)
|
Balance as of March 31, 2019
|
|
$
|
2.1
|
|
|
$
|
(1.1
|
)
|
|
$
|
(377.5
|
)
|
|
$
|
(376.5
|
)
|
|
|
|
|
|
|
|
|
|
||||||||
Balance as of December 31, 2017
|
|
$
|
6.7
|
|
|
$
|
(1.2
|
)
|
|
$
|
(284.0
|
)
|
|
$
|
(278.5
|
)
|
Impact due to adoption of ASU 2017-12
(2)
|
|
0.5
|
|
|
—
|
|
|
—
|
|
|
0.5
|
|
||||
Other comprehensive income (loss) before reclassifications
|
|
9.1
|
|
|
—
|
|
|
(7.2
|
)
|
|
1.9
|
|
||||
Net current period other comprehensive income (loss)
|
|
$
|
9.6
|
|
|
$
|
—
|
|
|
$
|
(7.2
|
)
|
|
$
|
2.4
|
|
Balance as of March 31, 2018
|
|
$
|
16.3
|
|
|
$
|
(1.2
|
)
|
|
$
|
(291.2
|
)
|
|
$
|
(276.1
|
)
|
|
(1)
|
Adjusted due to the adoption of ASU 2018-02 “Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income” on January 1, 2019. Refer to “
Note 2: Significant accounting policies
” for more information.
|
(2)
|
Adjusted due to the adoption of ASU 2017-12 “Targeted Improvements to Accounting for Hedging Activities” on January 1, 2018.
|
|
|
Three months ended March 31,
|
|
|
||||||
(in millions)
|
|
2019
(1)
|
|
2018
(1)
|
|
Location of impact on
statement of operations |
||||
Cash flow hedges:
|
|
|
|
|
|
|
||||
Interest rate swap contracts
|
|
$
|
(3.8
|
)
|
|
$
|
—
|
|
|
Interest expense
|
Tax expense
|
|
1.0
|
|
|
—
|
|
|
Income tax (benefit) expense
|
||
Net of tax
|
|
$
|
(2.8
|
)
|
|
$
|
—
|
|
|
|
Total reclassifications for the period
|
|
$
|
(2.8
|
)
|
|
$
|
—
|
|
|
|
|
(1)
|
Amounts in parentheses indicate credits to net income in the condensed consolidated statement of operations.
|
(in millions)
|
|
March 31, 2019
|
|
December 31, 2018
|
||||
Amounts drawn under credit facilities
|
|
$
|
3.4
|
|
|
$
|
4.7
|
|
Bank overdrafts
|
|
0.9
|
|
|
3.4
|
|
||
Total short-term financing
|
|
$
|
4.3
|
|
|
$
|
8.1
|
|
(in millions)
|
|
March 31, 2019
|
|
December 31, 2018
|
||||
Senior Term Loan Facilities:
|
|
|
|
|
||||
Term B Loan due 2024, variable interest rate of 4.75% and 4.77% at March 31, 2019 and December 31, 2018, respectively
|
|
$
|
1,747.8
|
|
|
$
|
1,747.8
|
|
Euro Term B-2 Loan due 2024, variable interest rate of 2.75% at March 31, 2019
|
|
476.8
|
|
|
—
|
|
||
Term B-4 Loan due 2024, variable interest rate of 5.00% at March 31, 2019
|
|
300.0
|
|
|
—
|
|
||
Asset Backed Loan (ABL) Facilities:
|
|
|
|
|
||||
North American ABL Facility due 2024, variable interest rate of 4.11% at March 31, 2019
|
|
524.2
|
|
|
—
|
|
||
Canadian ABL Term Loan due 2022, variable interest rate of 4.23% at March 31, 2019
|
|
172.3
|
|
|
—
|
|
||
Euro ABL Facility due 2023, variable interest rate of 1.75% at March 31, 2019 and December 31, 2018
|
|
62.8
|
|
|
58.5
|
|
||
North American ABL Facility due 2020, variable interest rate of 4.19% at December 31, 2018 (amended February 2019)
|
|
—
|
|
|
134.7
|
|
||
Senior Unsecured Notes:
|
|
|
|
|
||||
Senior Unsecured Notes due 2023, fixed interest rate of 6.75% at March 31, 2019 and December 31, 2018
|
|
399.5
|
|
|
399.5
|
|
||
Finance lease obligations
|
|
71.0
|
|
|
54.8
|
|
||
Total long-term debt before discount
|
|
$
|
3,754.4
|
|
|
$
|
2,395.3
|
|
Less: unamortized debt issuance costs and discount on debt
|
|
(33.2
|
)
|
|
(23.2
|
)
|
||
Total long-term debt
|
|
$
|
3,721.2
|
|
|
$
|
2,372.1
|
|
Less: current maturities
|
|
(27.2
|
)
|
|
(21.7
|
)
|
||
Total long-term debt, excluding current maturities
|
|
$
|
3,694.0
|
|
|
$
|
2,350.4
|
|
(in millions)
|
|
March 31, 2019
|
|
December 31, 2018
|
||||
Property, plant and equipment, at cost
|
|
$
|
2,175.7
|
|
|
$
|
1,925.9
|
|
Less: accumulated depreciation
|
|
(1,007.5
|
)
|
|
(970.1
|
)
|
||
Property, plant and equipment, net
|
|
$
|
1,168.2
|
|
|
$
|
955.8
|
|
(in millions)
|
|
March 31, 2019
|
|
December 31, 2018
|
||||
Finance lease assets, at cost
|
|
$
|
113.8
|
|
|
$
|
89.4
|
|
Less: accumulated depreciation
|
|
(45.9
|
)
|
|
(37.4
|
)
|
||
Finance lease assets, net
|
|
$
|
67.9
|
|
|
$
|
52.0
|
|
|
|
March 31, 2019
|
|
December 31, 2018
|
||||||||||||||||||||
(in millions)
|
|
Gross
|
|
Accumulated
Amortization
|
|
Net
|
|
Gross
|
|
Accumulated
Amortization
|
|
Net
|
||||||||||||
Intangible assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Customer relationships
|
|
$
|
1,022.2
|
|
|
$
|
(635.1
|
)
|
|
$
|
387.1
|
|
|
$
|
846.1
|
|
|
$
|
(620.3
|
)
|
|
$
|
225.8
|
|
Other
|
|
175.4
|
|
|
(164.0
|
)
|
|
11.4
|
|
|
175.1
|
|
|
(162.8
|
)
|
|
12.3
|
|
||||||
Total intangible assets
|
|
$
|
1,197.6
|
|
|
$
|
(799.1
|
)
|
|
$
|
398.5
|
|
|
$
|
1,021.2
|
|
|
$
|
(783.1
|
)
|
|
$
|
238.1
|
|
|
|
Level 2
|
|
Level 3
|
||||||||||||
(in millions)
|
|
March 31, 2019
|
|
December 31, 2018
|
|
March 31, 2019
|
|
December 31, 2018
|
||||||||
Financial current assets:
|
|
|
|
|
|
|
|
|
||||||||
Forward currency contracts
|
|
$
|
0.8
|
|
|
$
|
0.3
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Interest rate swap contracts
|
|
8.0
|
|
|
12.4
|
|
|
—
|
|
|
—
|
|
||||
Financial non-current assets:
|
|
|
|
|
|
|
|
|
||||||||
Interest rate swap contracts
|
|
—
|
|
|
1.5
|
|
|
—
|
|
|
—
|
|
||||
Financial current liabilities:
|
|
|
|
|
|
|
|
|
||||||||
Forward currency contracts
|
|
0.7
|
|
|
0.2
|
|
|
—
|
|
|
—
|
|
||||
Financial non-current liabilities:
|
|
|
|
|
|
|
|
|
||||||||
Interest rate swap contracts
|
|
5.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Warrant liability
|
|
—
|
|
|
—
|
|
|
21.6
|
|
|
—
|
|
(in millions)
|
|
Warrant Liability
|
||
Fair value as of December 31, 2018
|
|
$
|
—
|
|
Additions
|
|
26.0
|
|
|
Fair value adjustments
|
|
(4.4
|
)
|
|
Fair value as of March 31, 2019
|
|
$
|
21.6
|
|
|
|
March 31, 2019
|
|
December 31, 2018
|
||||||||||||
(in millions)
|
|
Carrying
Amount
|
|
Fair
Value
|
|
Carrying
Amount
|
|
Fair
Value |
||||||||
Financial liabilities:
|
|
|
|
|
|
|
|
|
||||||||
Long-term debt including current portion (Level 2)
|
|
$
|
3,721.2
|
|
|
$
|
3,766.4
|
|
|
$
|
2,372.1
|
|
|
$
|
2,314.3
|
|
|
|
Three months ended March 31,
|
||||||
(in millions)
|
|
2019
|
|
2018
|
||||
Environmental liabilities at beginning of period
|
|
$
|
83.5
|
|
|
$
|
89.2
|
|
Revised obligation estimates
|
|
4.1
|
|
|
2.2
|
|
||
Environmental payments
|
|
(4.6
|
)
|
|
(4.8
|
)
|
||
Foreign exchange
|
|
(0.1
|
)
|
|
0.1
|
|
||
Environmental liabilities at end of period
|
|
$
|
82.9
|
|
|
$
|
86.7
|
|
(in millions)
|
|
Condensed Consolidated Balance Sheet Classifications
|
|
March 31, 2019
|
||
Assets
|
|
|
|
|
||
Operating lease assets
|
|
Other assets
|
|
$
|
185.4
|
|
Finance lease assets
|
|
Property, plant and equipment, net
(1)
|
|
67.9
|
|
|
Total lease assets
|
|
|
|
$
|
253.3
|
|
Liabilities
|
|
|
|
|
||
Current liabilities:
|
|
|
|
|
||
Current portion of operating lease liabilities
|
|
Other accrued expenses
|
|
$
|
52.5
|
|
Current portion of finance lease liabilities
|
|
Current portion of long-term debt
|
|
19.5
|
|
|
Noncurrent liabilities:
|
|
|
|
|
||
Operating lease liabilities
|
|
Other long-term liabilities
|
|
137.4
|
|
|
Finance lease liabilities
|
|
Long-term debt
|
|
51.5
|
|
|
Total lease liabilities
|
|
|
|
$
|
260.9
|
|
|
(1)
|
Finance lease right-of-use assets are recorded net of accumulated amortization of
$45.9 million
as of March 31, 2019.
|
(in millions)
|
|
Three months ended March 31, 2019
|
||||||||||
Condensed Consolidated Statement of Operations Classification
|
|
Operating Leases
|
|
Finance Leases
|
|
Total
|
||||||
Cost of goods sold (exclusive of depreciation)
|
|
$
|
3.7
|
|
|
$
|
—
|
|
|
$
|
3.7
|
|
Outbound freight and handling
|
|
1.8
|
|
|
—
|
|
|
1.8
|
|
|||
Warehousing, selling and administrative
|
|
7.4
|
|
|
—
|
|
|
7.4
|
|
|||
Depreciation
|
|
—
|
|
|
4.6
|
|
|
4.6
|
|
|||
Interest expense
|
|
—
|
|
|
0.6
|
|
|
0.6
|
|
|||
Total gross lease component cost
|
|
$
|
12.9
|
|
|
$
|
5.2
|
|
|
$
|
18.1
|
|
Variable lease costs
|
|
|
|
|
|
0.2
|
|
|||||
Short-term lease costs
|
|
|
|
|
|
2.6
|
|
|||||
Total gross lease costs
|
|
|
|
|
|
$
|
20.9
|
|
||||
Sublease income
(1)
|
|
|
|
|
|
1.0
|
|
|||||
Total net lease cost
|
|
|
|
|
|
$
|
19.9
|
|
|
(1)
|
Sublease income excludes rental income from owned properties of
$0.2 million
, which is included in net sales.
|
(in millions)
|
|
Operating Leases
|
|
Finance Leases
|
|
Total
|
||||||
2019
|
|
$
|
47.3
|
|
|
$
|
15.9
|
|
|
$
|
63.2
|
|
2020
|
|
50.1
|
|
|
18.4
|
|
|
68.5
|
|
|||
2021
|
|
40.1
|
|
|
14.4
|
|
|
54.5
|
|
|||
2022
|
|
30.5
|
|
|
11.2
|
|
|
41.7
|
|
|||
2023
|
|
19.3
|
|
|
2.9
|
|
|
22.2
|
|
|||
2024 and After
|
|
30.1
|
|
|
0.8
|
|
|
30.9
|
|
|||
Total lease payments
|
|
$
|
217.4
|
|
|
$
|
63.6
|
|
|
$
|
281.0
|
|
Less: Interest
|
|
28.4
|
|
|
4.4
|
|
|
|
||||
Present value of lease liabilities, excluding guaranteed residual values
(1)
|
|
$
|
189.0
|
|
|
$
|
59.2
|
|
|
|
||
Plus: Present value of guaranteed residual values
(1)
|
|
0.9
|
|
|
11.8
|
|
|
|
||||
Present value of lease liabilities
|
|
$
|
189.9
|
|
|
$
|
71.0
|
|
|
|
|
(1)
|
The Company is not expected to have cash outflows related to the present value of guaranteed residual values. The Company’s current present value of lease liabilities includes guaranteed residual values related to leases in effect prior to the ASC 842 due to the Company’s practical expedient elections denoted within “
Note 2: Significant accounting policies
.” The gross value of the guaranteed residual values for operating and finance leases is
$1.0 million
and
$13.1 million
as of March 31, 2019, respectively.
|
|
|
March 31, 2019
|
|
Weighted-average remaining lease term (years)
|
|
|
|
Operating leases
|
|
5.1
|
|
Finance leases
|
|
3.4
|
|
Weighted-average discount rate
|
|
|
|
Operating leases
|
|
4.96
|
%
|
Finance leases
|
|
4.38
|
%
|
(in millions)
|
|
Three months ended March 31, 2019
|
||
Cash paid for amounts included in the measurement of lease liabilities
|
|
|
||
Operating cash flows from operating leases
|
|
$
|
13.5
|
|
Operating cash flows from finance leases
|
|
0.5
|
|
|
Financing cash flows from finance leases
|
|
4.7
|
|
(in millions)
|
|
USA
|
|
Canada
|
|
EMEA
|
|
LATAM
|
|
Other/
Eliminations (1) |
|
Consolidated
|
||||||||||||
|
|
Three months ended March 31, 2019
|
||||||||||||||||||||||
Net sales:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
External customers
|
|
$
|
1,307.2
|
|
|
$
|
273.8
|
|
|
$
|
483.7
|
|
|
$
|
95.3
|
|
|
$
|
—
|
|
|
$
|
2,160.0
|
|
Inter-segment
|
|
24.9
|
|
|
1.1
|
|
|
1.0
|
|
|
—
|
|
|
(27.0
|
)
|
|
—
|
|
||||||
Total net sales
|
|
$
|
1,332.1
|
|
|
$
|
274.9
|
|
|
$
|
484.7
|
|
|
$
|
95.3
|
|
|
$
|
(27.0
|
)
|
|
$
|
2,160.0
|
|
Cost of goods sold (exclusive of depreciation)
|
|
1,024.8
|
|
|
221.4
|
|
|
368.5
|
|
|
75.9
|
|
|
(27.0
|
)
|
|
1,663.6
|
|
||||||
Outbound freight and handling
|
|
55.6
|
|
|
9.7
|
|
|
15.6
|
|
|
2.0
|
|
|
—
|
|
|
82.9
|
|
||||||
Warehousing, selling and administrative
|
|
154.6
|
|
|
22.1
|
|
|
58.5
|
|
|
11.7
|
|
|
6.5
|
|
|
253.4
|
|
||||||
Adjusted EBITDA
|
|
$
|
97.1
|
|
|
$
|
21.7
|
|
|
$
|
42.1
|
|
|
$
|
5.7
|
|
|
$
|
(6.5
|
)
|
|
$
|
160.1
|
|
Other operating expenses, net
|
|
|
|
|
|
|
|
|
|
|
|
164.8
|
|
|||||||||||
Depreciation
|
|
|
|
|
|
|
|
|
|
|
|
33.2
|
|
|||||||||||
Amortization
|
|
|
|
|
|
|
|
|
|
|
|
14.4
|
|
|||||||||||
Interest expense, net
|
|
|
|
|
|
|
|
|
|
|
|
34.2
|
|
|||||||||||
Loss on extinguishment of debt
|
|
|
|
|
|
|
|
|
|
|
|
0.7
|
|
|||||||||||
Other expense, net
|
|
|
|
|
|
|
|
|
|
|
|
6.1
|
|
|||||||||||
Income tax benefit
|
|
|
|
|
|
|
|
|
|
|
|
(23.3
|
)
|
|||||||||||
Net loss from continuing operations
|
|
|
|
|
|
|
|
|
|
|
|
$
|
(70.0
|
)
|
||||||||||
Net income from discontinued operations
|
|
|
|
|
|
|
|
|
|
|
|
$
|
6.1
|
|
||||||||||
Net loss
|
|
|
|
|
|
|
|
|
|
|
|
$
|
(63.9
|
)
|
||||||||||
Total assets
|
|
$
|
6,245.1
|
|
|
$
|
1,671.4
|
|
|
$
|
1,044.5
|
|
|
$
|
303.1
|
|
|
$
|
(1,476.3
|
)
|
|
$
|
7,787.8
|
|
(in millions)
|
|
USA
|
|
Canada
|
|
EMEA
|
|
LATAM
|
|
Other/
Eliminations (1) |
|
Consolidated
|
||||||||||||
|
|
Three months ended March 31, 2018
|
||||||||||||||||||||||
Net sales:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
External customers
|
|
$
|
1,204.4
|
|
|
$
|
313.4
|
|
|
$
|
538.6
|
|
|
$
|
101.6
|
|
|
$
|
—
|
|
|
$
|
2,158.0
|
|
Inter-segment
|
|
35.1
|
|
|
2.0
|
|
|
1.4
|
|
|
0.1
|
|
|
(38.6
|
)
|
|
—
|
|
||||||
Total net sales
|
|
$
|
1,239.5
|
|
|
$
|
315.4
|
|
|
$
|
540.0
|
|
|
$
|
101.7
|
|
|
$
|
(38.6
|
)
|
|
$
|
2,158.0
|
|
Cost of goods sold (exclusive of depreciation)
|
|
960.6
|
|
|
253.0
|
|
|
416.0
|
|
|
80.4
|
|
|
(38.6
|
)
|
|
1,671.4
|
|
||||||
Outbound freight and handling
|
|
49.9
|
|
|
10.4
|
|
|
17.0
|
|
|
2.0
|
|
|
—
|
|
|
79.3
|
|
||||||
Warehousing, selling and administrative
|
|
137.8
|
|
|
22.5
|
|
|
62.3
|
|
|
11.5
|
|
|
6.9
|
|
|
241.0
|
|
||||||
Adjusted EBITDA
|
|
$
|
91.2
|
|
|
$
|
29.5
|
|
|
$
|
44.7
|
|
|
$
|
7.8
|
|
|
$
|
(6.9
|
)
|
|
$
|
166.3
|
|
Other operating expenses, net
|
|
|
|
|
|
|
|
|
|
|
|
13.6
|
|
|||||||||||
Depreciation
|
|
|
|
|
|
|
|
|
|
|
|
31.4
|
|
|||||||||||
Amortization
|
|
|
|
|
|
|
|
|
|
|
|
13.4
|
|
|||||||||||
Interest expense, net
|
|
|
|
|
|
|
|
|
|
|
|
34.9
|
|
|||||||||||
Other income, net
|
|
|
|
|
|
|
|
|
|
|
|
(2.6
|
)
|
|||||||||||
Income tax expense
|
|
|
|
|
|
|
|
|
|
|
|
10.2
|
|
|||||||||||
Net income
|
|
|
|
|
|
|
|
|
|
|
|
$
|
65.4
|
|
||||||||||
Total assets
|
|
$
|
3,356.1
|
|
|
$
|
1,821.5
|
|
|
$
|
1,034.0
|
|
|
$
|
247.4
|
|
|
$
|
(764.7
|
)
|
|
$
|
5,694.3
|
|
(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.
|
Item 2.
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
•
|
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.
|
|
|
Three Months Ended
|
|
Favorable
(unfavorable)
|
|
% Change
|
|
Impact of
currency
(1)
|
||||||||||||||||
(in millions)
|
|
March 31, 2019
|
|
March 31, 2018
|
|
|||||||||||||||||||
Net sales
|
|
$
|
2,160.0
|
|
|
100.0
|
%
|
|
$
|
2,158.0
|
|
|
100.0
|
%
|
|
$
|
2.0
|
|
|
0.1
|
%
|
|
(3.0
|
)%
|
Cost of goods sold (exclusive of depreciation)
|
|
1,663.6
|
|
|
77.0
|
%
|
|
1,671.4
|
|
|
77.5
|
%
|
|
7.8
|
|
|
(0.5
|
)%
|
|
3.0
|
%
|
|||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Outbound freight and handling
|
|
82.9
|
|
|
3.8
|
%
|
|
79.3
|
|
|
3.7
|
%
|
|
(3.6
|
)
|
|
4.5
|
%
|
|
2.4
|
%
|
|||
Warehousing, selling and administrative
|
|
253.4
|
|
|
11.7
|
%
|
|
241.0
|
|
|
11.2
|
%
|
|
(12.4
|
)
|
|
5.1
|
%
|
|
3.1
|
%
|
|||
Other operating expenses, net
|
|
164.8
|
|
|
7.6
|
%
|
|
13.6
|
|
|
0.6
|
%
|
|
(151.2
|
)
|
|
N/M
|
|
|
1.4
|
%
|
|||
Depreciation
|
|
33.2
|
|
|
1.5
|
%
|
|
31.4
|
|
|
1.5
|
%
|
|
(1.8
|
)
|
|
5.7
|
%
|
|
2.3
|
%
|
|||
Amortization
|
|
14.4
|
|
|
0.7
|
%
|
|
13.4
|
|
|
0.6
|
%
|
|
(1.0
|
)
|
|
7.5
|
%
|
|
2.2
|
%
|
|||
Total operating expenses
|
|
$
|
548.7
|
|
|
25.4
|
%
|
|
$
|
378.7
|
|
|
17.5
|
%
|
|
$
|
(170.0
|
)
|
|
44.9
|
%
|
|
2.7
|
%
|
Operating (loss) income
|
|
$
|
(52.3
|
)
|
|
(2.4
|
)%
|
|
$
|
107.9
|
|
|
5.0
|
%
|
|
$
|
(160.2
|
)
|
|
N/M
|
|
|
(3.7
|
)%
|
Other (expense) income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest income
|
|
0.6
|
|
|
—
|
%
|
|
1.2
|
|
|
0.1
|
%
|
|
(0.6
|
)
|
|
(50.0
|
)%
|
|
(8.3
|
)%
|
|||
Interest expense
|
|
(34.8
|
)
|
|
(1.6
|
)%
|
|
(36.1
|
)
|
|
(1.7
|
)%
|
|
1.3
|
|
|
(3.6
|
)%
|
|
0.6
|
%
|
|||
Loss on extinguishment of debt
|
|
(0.7
|
)
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|
(0.7
|
)
|
|
100.0
|
%
|
|
—
|
%
|
|||
Other (expense) income, net
|
|
(6.1
|
)
|
|
(0.3
|
)%
|
|
2.6
|
|
|
0.1
|
%
|
|
(8.7
|
)
|
|
N/M
|
|
|
7.7
|
%
|
|||
Total other expense
|
|
$
|
(41.0
|
)
|
|
(1.9
|
)%
|
|
$
|
(32.3
|
)
|
|
(1.5
|
)%
|
|
$
|
(8.7
|
)
|
|
26.9
|
%
|
|
1.0
|
%
|
(Loss) income from continuing operations before income taxes
|
|
(93.3
|
)
|
|
(4.3
|
)%
|
|
75.6
|
|
|
3.5
|
%
|
|
(168.9
|
)
|
|
N/M
|
|
|
(4.9
|
)%
|
|||
Income tax (benefit) expense from continuing operations
|
|
(23.3
|
)
|
|
(1.1
|
)%
|
|
10.2
|
|
|
0.5
|
%
|
|
33.5
|
|
|
N/M
|
|
|
4.9
|
%
|
|||
Net (loss) income from continuing operations
|
|
$
|
(70.0
|
)
|
|
(3.2
|
)%
|
|
$
|
65.4
|
|
|
3.0
|
%
|
|
$
|
(135.4
|
)
|
|
N/M
|
|
|
(4.7
|
)%
|
Net income from discontinued operations
|
|
$
|
6.1
|
|
|
0.3
|
%
|
|
$
|
—
|
|
|
—
|
%
|
|
$
|
6.1
|
|
|
100.0
|
%
|
|
—
|
%
|
Net (loss) income
|
|
$
|
(63.9
|
)
|
|
(3.0
|
)%
|
|
$
|
65.4
|
|
|
3.0
|
%
|
|
$
|
(129.3
|
)
|
|
N/M
|
|
|
(5.0
|
)%
|
|
(1)
|
Foreign currency translation is included in the percentage change. Unfavorable impacts from foreign currency translation are designated with parentheses.
|
(in millions)
|
|
USA
|
|
Canada
|
|
EMEA
|
|
LATAM
|
|
Other/
Eliminations
(1)
|
|
Consolidated
|
||||||||||||
|
|
Three months ended March 31, 2019
|
||||||||||||||||||||||
Net sales:
|
|
|
|
|
|
|
|
|
||||||||||||||||
External customers
|
|
$
|
1,307.2
|
|
|
$
|
273.8
|
|
|
$
|
483.7
|
|
|
$
|
95.3
|
|
|
$
|
—
|
|
|
$
|
2,160.0
|
|
Inter-segment
|
|
24.9
|
|
|
1.1
|
|
|
1.0
|
|
|
—
|
|
|
(27.0
|
)
|
|
—
|
|
||||||
Total net sales
|
|
$
|
1,332.1
|
|
|
$
|
274.9
|
|
|
$
|
484.7
|
|
|
$
|
95.3
|
|
|
$
|
(27.0
|
)
|
|
$
|
2,160.0
|
|
Cost of goods sold (exclusive of depreciation)
|
|
1,024.8
|
|
|
221.4
|
|
|
368.5
|
|
|
75.9
|
|
|
(27.0
|
)
|
|
1,663.6
|
|
||||||
Outbound freight and handling
|
|
55.6
|
|
|
9.7
|
|
|
15.6
|
|
|
2.0
|
|
|
—
|
|
|
82.9
|
|
||||||
Warehousing, selling and administrative
|
|
154.6
|
|
|
22.1
|
|
|
58.5
|
|
|
11.7
|
|
|
6.5
|
|
|
253.4
|
|
||||||
Adjusted EBITDA
|
|
$
|
97.1
|
|
|
$
|
21.7
|
|
|
$
|
42.1
|
|
|
$
|
5.7
|
|
|
$
|
(6.5
|
)
|
|
$
|
160.1
|
|
Other operating expenses, net
|
|
|
|
|
|
|
|
|
|
|
|
164.8
|
|
|||||||||||
Depreciation
|
|
|
|
|
|
|
|
|
|
|
|
33.2
|
|
|||||||||||
Amortization
|
|
|
|
|
|
|
|
|
|
|
|
14.4
|
|
|||||||||||
Interest expense, net
|
|
|
|
|
|
|
|
|
|
|
|
34.2
|
|
|||||||||||
Loss on extinguishment of debt
|
|
|
|
|
|
|
|
|
|
|
|
0.7
|
|
|||||||||||
Other expense, net
|
|
|
|
|
|
|
|
|
|
|
|
6.1
|
|
|||||||||||
Income tax benefit
|
|
|
|
|
|
|
|
|
|
|
|
(23.3
|
)
|
|||||||||||
Net loss from continuing operations
|
|
|
|
|
|
|
|
|
|
|
|
$
|
(70.0
|
)
|
||||||||||
Net income from discontinued operations
|
|
|
|
|
|
|
|
|
|
|
|
$
|
6.1
|
|
||||||||||
Net loss
|
|
|
|
|
|
|
|
|
|
|
|
$
|
(63.9
|
)
|
(in millions)
|
|
USA
|
|
Canada
|
|
EMEA
|
|
LATAM
|
|
Other/
Eliminations
(1)
|
|
Consolidated
|
||||||||||||
|
|
Three months ended March 31, 2019
|
||||||||||||||||||||||
Gross profit:
|
|
|
|
|
|
|
|
|
||||||||||||||||
Net sales
|
|
$
|
1,332.1
|
|
|
$
|
274.9
|
|
|
$
|
484.7
|
|
|
$
|
95.3
|
|
|
$
|
(27.0
|
)
|
|
$
|
2,160.0
|
|
Cost of goods sold (exclusive of depreciation)
|
|
1,024.8
|
|
|
221.4
|
|
|
368.5
|
|
|
75.9
|
|
|
(27.0
|
)
|
|
1,663.6
|
|
||||||
Gross profit (exclusive of depreciation)
|
|
$
|
307.3
|
|
|
$
|
53.5
|
|
|
$
|
116.2
|
|
|
$
|
19.4
|
|
|
$
|
—
|
|
|
$
|
496.4
|
|
(in millions)
|
|
USA
|
|
Canada
|
|
EMEA
|
|
LATAM
|
|
Other/
Eliminations
(1)
|
|
Consolidated
|
||||||||||||
|
|
Three months ended March 31, 2018
|
||||||||||||||||||||||
Net sales:
|
|
|
|
|
|
|
|
|
||||||||||||||||
External customers
|
|
$
|
1,204.4
|
|
|
$
|
313.4
|
|
|
$
|
538.6
|
|
|
$
|
101.6
|
|
|
$
|
—
|
|
|
$
|
2,158.0
|
|
Inter-segment
|
|
35.1
|
|
|
2.0
|
|
|
1.4
|
|
|
0.1
|
|
|
(38.6
|
)
|
|
—
|
|
||||||
Total net sales
|
|
$
|
1,239.5
|
|
|
$
|
315.4
|
|
|
$
|
540.0
|
|
|
$
|
101.7
|
|
|
$
|
(38.6
|
)
|
|
$
|
2,158.0
|
|
Cost of goods sold (exclusive of depreciation)
|
|
960.6
|
|
|
253.0
|
|
|
416.0
|
|
|
80.4
|
|
|
(38.6
|
)
|
|
1,671.4
|
|
||||||
Outbound freight and handling
|
|
49.9
|
|
|
10.4
|
|
|
17.0
|
|
|
2.0
|
|
|
—
|
|
|
79.3
|
|
||||||
Warehousing, selling and administrative
|
|
137.8
|
|
|
22.5
|
|
|
62.3
|
|
|
11.5
|
|
|
6.9
|
|
|
241.0
|
|
||||||
Adjusted EBITDA
|
|
$
|
91.2
|
|
|
$
|
29.5
|
|
|
$
|
44.7
|
|
|
$
|
7.8
|
|
|
$
|
(6.9
|
)
|
|
$
|
166.3
|
|
Other operating expenses, net
|
|
|
|
|
|
|
|
|
|
|
|
13.6
|
|
|||||||||||
Depreciation
|
|
|
|
|
|
|
|
|
|
|
|
31.4
|
|
|||||||||||
Amortization
|
|
|
|
|
|
|
|
|
|
|
|
13.4
|
|
|||||||||||
Interest expense, net
|
|
|
|
|
|
|
|
|
|
|
|
34.9
|
|
|||||||||||
Other income, net
|
|
|
|
|
|
|
|
|
|
|
|
(2.6
|
)
|
|||||||||||
Income tax expense
|
|
|
|
|
|
|
|
|
|
|
|
10.2
|
|
|||||||||||
Net income
|
|
|
|
|
|
|
|
|
|
|
|
$
|
65.4
|
|
(in millions)
|
|
USA
|
|
Canada
|
|
EMEA
|
|
LATAM
|
|
Other/
Eliminations
(1)
|
|
Consolidated
|
||||||||||||
|
|
Three months ended March 31, 2018
|
||||||||||||||||||||||
Gross profit:
|
|
|
|
|
|
|
|
|
||||||||||||||||
Net sales
|
|
$
|
1,239.5
|
|
|
$
|
315.4
|
|
|
$
|
540.0
|
|
|
$
|
101.7
|
|
|
$
|
(38.6
|
)
|
|
$
|
2,158.0
|
|
Cost of goods sold (exclusive of depreciation)
|
|
960.6
|
|
|
253.0
|
|
|
416.0
|
|
|
80.4
|
|
|
(38.6
|
)
|
|
1,671.4
|
|
||||||
Gross profit (exclusive of depreciation)
|
|
$
|
278.9
|
|
|
$
|
62.4
|
|
|
$
|
124.0
|
|
|
$
|
21.3
|
|
|
$
|
—
|
|
|
$
|
486.6
|
|
|
(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
|
|
11.9
|
%
|
|
Acquisitions
|
|
10.8
|
%
|
Reported sales volumes
|
|
(4.6
|
)%
|
|
Reported sales volumes
|
|
(4.6
|
)%
|
Sales pricing and product mix
|
|
1.2
|
%
|
|
Sales pricing, product costs and other adjustments
|
|
4.0
|
%
|
Total
|
|
8.5
|
%
|
|
Total
|
|
10.2
|
%
|
Net sales percentage change due to:
|
|
Gross profit percentage change due to:
|
||||||
Acquisitions
|
|
2.4
|
%
|
|
Acquisitions
|
|
2.0
|
%
|
Reported sales volumes
|
|
(6.2
|
)%
|
|
Reported sales volumes
|
|
(7.2
|
)%
|
Sales pricing and product mix
|
|
(4.3
|
)%
|
|
Sales pricing, product costs and other adjustments
|
|
(4.7
|
)%
|
Foreign currency translation
|
|
(4.5
|
)%
|
|
Foreign currency translation
|
|
(4.4
|
)%
|
Total
|
|
(12.6
|
)%
|
|
Total
|
|
(14.3
|
)%
|
Net sales percentage change due to:
|
|
Gross profit percentage change due to:
|
||||||
Acquisitions
|
|
0.3
|
%
|
|
Acquisitions
|
|
0.4
|
%
|
Reported sales volumes
|
|
(6.1
|
)%
|
|
Reported sales volumes
|
|
(6.1
|
)%
|
Sales pricing and product mix
|
|
3.8
|
%
|
|
Sales pricing, product costs and other adjustments
|
|
7.6
|
%
|
Foreign currency translation
|
|
(8.2
|
)%
|
|
Foreign currency translation
|
|
(8.2
|
)%
|
Total
|
|
(10.2
|
)%
|
|
Total
|
|
(6.3
|
)%
|
Net sales percentage change due to:
|
|
Gross profit percentage change due to:
|
||||||
Acquisitions
|
|
5.3
|
%
|
|
Acquisitions
|
|
4.7
|
%
|
Reported sales volumes
|
|
(9.5
|
)%
|
|
Reported sales volumes
|
|
(10.8
|
)%
|
Sales pricing and product mix
|
|
4.6
|
%
|
|
Sales pricing, product costs and other adjustments
|
|
4.7
|
%
|
Foreign currency translation
|
|
(6.6
|
)%
|
|
Foreign currency translation
|
|
(7.5
|
)%
|
Total
|
|
(6.2
|
)%
|
|
Total
|
|
(8.9
|
)%
|
|
|
Three months ended
|
||||||
(in millions)
|
|
March 31, 2019
|
|
March 31, 2018
|
||||
Net cash used by operating activities
|
|
$
|
(123.5
|
)
|
|
$
|
(139.0
|
)
|
Net cash used by investing activities
|
|
(532.6
|
)
|
|
(22.9
|
)
|
||
Net cash provided (used) by financing activities
|
|
1,330.5
|
|
|
(186.8
|
)
|
||
Effect of exchange rate changes on cash and cash equivalents
|
|
(8.0
|
)
|
|
(2.4
|
)
|
||
Net increase (decrease) in cash and cash equivalents
|
|
$
|
666.4
|
|
|
$
|
(351.1
|
)
|
•
|
general economic conditions, particularly fluctuations in industrial production and the demands of our customers;
|
•
|
disruptions in the supply of chemicals we distribute or our customers’ or producers’ operations;
|
•
|
termination or change of contracts or relationships with customers or producers on short notice;
|
•
|
the price and availability of chemicals, or a decline in the demand for chemicals;
|
•
|
our ability to pass through cost increases to our customers;
|
•
|
our ability to meet customer demand for a product;
|
•
|
trends in oil and gas prices;
|
•
|
competitive pressures in the chemical distribution industry;
|
•
|
consolidation of our competitors;
|
•
|
our ability to execute strategic investments, including pursuing acquisitions and/or dispositions, and successfully integrating and operating acquired companies;
|
•
|
liabilities associated with acquisitions, dispositions and ventures;
|
•
|
potential impairment of goodwill;
|
•
|
inability to generate sufficient working capital;
|
•
|
our ability to sustain profitability;
|
•
|
our ability to implement and efficiently operate the systems needed to manage our operations;
|
•
|
the risks associated with security threats, including cybersecurity threats;
|
•
|
increases in transportation costs and changes in our relationship with third party carriers;
|
•
|
the risks associated with hazardous materials and related activities;
|
•
|
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;
|
•
|
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;
|
•
|
our ability to effectively implement our strategies or achieve our business goals;
|
•
|
exposure to interest rate and currency fluctuations;
|
•
|
evolving laws and regulations relating to hydraulic fracturing and risks associated with chemicals used in hydraulic fracturing;
|
•
|
losses due to potential product liability claims and recalls and asbestos claims;
|
•
|
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;
|
•
|
general regulatory and tax requirements;
|
•
|
operational risks for which we may not be adequately insured;
|
•
|
ongoing litigation and other legal and regulatory actions and risks, including asbestos claims;
|
•
|
loss of key personnel;
|
•
|
labor disruptions and other costs associated with the unionized portion of our workforce;
|
•
|
negative developments affecting our pension plans and multi-employer pensions;
|
•
|
changes in legislation, regulation and government policy; and
|
•
|
our substantial indebtedness and the restrictions imposed by our debt instruments and indenture.
|
Exhibit Number
|
Exhibit Description
|
|
|
|
|
|
Purchase and Sale Agreement, by and among Nexeo Solutions, Inc., Neon Holdings, Inc. and Univar Inc., dated as of February 8, 2019 (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K of Univar Inc. filed on March 1, 2019)
|
|
|
|
|
|
Letter Agreement, by and between Nick Powell and Univar Inc., dated as of February 27, 2019 (incorporated by reference to Exhibit 5.1 to the Current Report on Form 8-K of Univar Inc. filed on March 1, 2019)
|
|
|
|
|
|
Amended and Restated ABL Credit Agreement, dated as of February 28, 2019 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 March 1, 2019)
|
|
|
|
|
|
Fourth Amendment and the Amended Credit Agreement, dated as of February 28, 2019 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 10.2 to the Current Report on Form 8-K of Univar Inc. filed on March 1, 2019)
|
|
|
|
|
|
Form of Employee Stock Option Agreement for awards granted on or after February 6, 2019, 2017 Omnibus Equity Incentive Plan
|
|
|
|
|
|
Form of Employee Restricted Stock Unit Agreement for awards granted on or after February 6, 2019, 2017 Omnibus Equity Incentive Plan
|
|
|
|
|
|
Form of Employee Performance Based Restricted Stock Unit Agreement for awards granted on or after February 6, 2019, 2017 Omnibus Equity Incentive Plan
|
|
|
|
|
|
Form of Director Deferred Share Unit Agreement for awards granted on or after February 7, 2019, 2017 Omnibus Equity Incentive Plan
|
|
|
|
|
|
Form of Director Restricted Stock Unit Agreement for awards granted on or after February 7, 2019, 2017 Omnibus Equity Incentive Plan
|
|
|
|
|
|
Form of Director Restricted Stock Agreement for awards granted on or after February 7, 2019, 2017 Omnibus Equity Incentive Plan
|
|
|
|
|
|
Certification of Chief Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
|
|
|
|
Certification of Chief Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
|
|
|
|
Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
|
|
|
|
|
Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
|
|
|
|
101.INS
|
|
XBRL Instance Document
|
|
|
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document
|
|
|
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
|
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
|
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
|
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
†
|
Identifies each management compensation plan or arrangement.
|
*
|
Filed herewith
|
**
|
Furnished herewith
|
+
|
Certain schedules and similar attachments to this agreement have been omitted pursuant to Item 601(b)(2) of Regulation S-K, and Univar agrees to furnish supplementally to the SEC a copy of any omitted schedule or similar attachments upon request.
|
Univar Inc.
(Registrant)
|
||
|
|
|
By:
|
|
/s/ David C. Jukes
|
|
|
David C. Jukes
President and Chief Executive Officer
|
By:
|
|
/s/ Carl J. Lukach
|
|
|
Carl J. Lukach
Executive Vice President, Chief Financial Officer
|
i.
|
in United States dollars in cash, or cash equivalents satisfactory to the Company, or,
|
ii.
|
if there is a public market for the Shares at the time of exercise, the Employee may exercise vested Options by an exercise and sell (cashless exercise) procedure pursuant to a broker-assisted
|
Employee:
|
%%FIRST_NAME%-% %%LAST_NAME%-%
|
|
Grant Date:
|
%%OPTION_DATE,’Month DD, YYYY’%-%
|
|
Options granted hereby:
|
%%TOTAL_SHARES_GRANTED,'999,999,999'%-%
|
|
Option Price:
|
%%OPTION_PRICE,'$999,999,999.99'%-%
|
|
|
|
|
Vesting Date
|
|
|
Shares Vesting
|
|
%%VEST_DATE_PERIOD1,’Month DD, YYYY’%-%
|
|
|
%%SHARES_PERIOD1,'999,999,999'%-%
|
|
%%VEST_DATE_PERIOD2,’Month DD, YYYY’%-%
|
|
|
%%SHARES_PERIOD2,'999,999,999'%-%
|
|
%%VEST_DATE_PERIOD3, ’Month DD, YYYY’%-%
|
|
|
%%SHARES_PERIOD3,'999,999,999'%-%
|
|
Vesting Date
|
|
|
Shares Vesting
|
|
%%VEST_DATE_PERIOD1,’Month DD, YYYY’%-%
|
|
|
%%SHARES_PERIOD1,'999,999,999'%-%
|
|
%%VEST_DATE_PERIOD2,’Month DD, YYYY’%-%
|
|
|
%%SHARES_PERIOD2,'999,999,999'%-%
|
|
%%VEST_DATE_PERIOD3, ’Month DD, YYYY’%-%
|
|
|
%%SHARES_PERIOD3,'999,999,999'%-%
|
|
Employee:
|
%%FIRST_NAME%-% %%LAST_NAME%-%
|
Grant Date:
|
%%OPTION_DATE,’Month DD, YYYY’%-%
|
Target Amount of Performance-Based Restricted Stock Units granted hereby (the “
Target Amount
”):
|
%%TOTAL_SHARES_GRANTED,'999,999,999'%-%
|
Vesting Date:
|
%%VEST_DATE_PERIOD1,’Month DD, YYYY’%-%
|
|
|
•
|
Performance Period:
the three (3) year period commencing January 1, 2019 and ending December 31, 2021.
|
1.
|
Adjusted EBITDA (in millions)
|
Adjusted EBITDA Goal
|
Performance Period
|
Portion of Target Award
|
Performance Goal
|
Performance Goal
|
||
Threshold
|
Target
|
Maximum
|
||||
Goal 1
|
January 1, 2019 to December 31, 2021
|
50%
|
Average Adjusted EBITDA for Performance Period
|
$740
|
$750
|
$760
|
2.
|
Gross Synergies (in millions)
|
Gross Synergy Modifier
|
Performance Period
|
Modification of Goal 1
|
Performance Goal
|
Performance Goal
|
||
Threshold
|
Target
|
Maximum
|
||||
Goal 1
|
January 1, 2019 to December 31, 2021
|
-50% - 200%
|
Gross Integration Synergies for Performance Period
|
$50
|
$100
|
$200
|
(i)
|
Return on Invested Capital (“ROIC”)
|
ROIC Goal
|
Performance Period
|
Portion of Target Award
|
Performance Goal
|
Performance Goal
|
||
Threshold
|
Target
|
Maximum
|
||||
Goal 2
|
January 1, 2019 to December 31, 2021
|
50%
|
Average ROIC for Performance Period
|
9.2%
|
9.6%
|
10.0%
|
Vesting Date
|
|
|
Shares Vesting
|
|
%%VEST_DATE_PERIOD1,’Month DD, YYYY’%-%
|
|
|
%%SHARES_PERIOD1,'999,999,999'%-%
|
|
|
|
|
|
|
Vesting Date
|
|
|
Shares Vesting
|
|
%%VEST_DATE_PERIOD1,’Month DD, YYYY’%-%
|
|
|
%%SHARES_PERIOD1,'999,999,999'%-%
|
|
|
|
|
|
|
|
|
|
|
|
1.
|
I have reviewed this quarterly report on Form 10-Q 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)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)), 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.
|
Date: May 9, 2019
|
By: /s/ David C. Jukes
|
|
|
David C. Jukes
|
|
|
President and Chief Executive Officer
|
|
1.
|
I have reviewed this quarterly report on Form 10-Q 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)), and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)), 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.
|
Date: May 9, 2019
|
By: /s/ Carl J. Lukach
|
|
|
Carl J. Lukach
|
|
|
Executive Vice President and Chief Financial Officer
|
|
/s/ DAVID C. JUKES
|
David C. Jukes
|
President and Chief Executive Officer
|
May 9, 2019
|
/s/ CARL J. LUKACH
|
Carl J. Lukach
|
Executive Vice President and Chief Financial Officer
|
May 9, 2019
|