UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K
 
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): May 9, 2019  
Univar Inc.
(Exact name of registrant as specified in its charter)

	

Delaware	 	001-37443	 	26-1251958	
(State or other jurisdiction
of incorporation)	 	(Commission
File Number)	 	(I.R.S Employer
Identification No.)	
 	 	
3075 Highland Parkway, Suite 200
Downers Grove, IL 60515	
(Address of principal executive offices, including zip code)	

Registrant’s telephone number, including area code: (331) 777-6000

Not Applicable
(Former name or former address, if changed since last report.)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

¨ Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Securities registered pursuant to Section 12(b) of the Act:

					
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	

	
		
Item 2.02	Results of Operations and Financial Condition	
On May 9, 2019 , Univar Inc. (the “Company”) announced its consolidated financial results for the quarter ended March 31, 2019 . A copy of the Company’s press release and related presentation are furnished herewith on Form 8-K as Exhibits 99.1 and 99.2, respectively. The information contained in Item 2.02, including Exhibit 99.1 and Exhibit 99.2, of this report on Form 8-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and it will not be incorporated by reference into any registration statement or other document filed by the Company under the Securities Act of 1933, as amended, or the Exchange Act except as expressly set forth by specific reference in such a filing.

	
		
Item 9.01	Financial Statements and Exhibits	
(d) Exhibits

			
 	 	 	
Exhibit
Number	  	Description	
 	 	 	
99.1	  	Univar Inc. Press Release dated May 9, 2019	
99.2	 	Univar Inc. Fiscal First Quarter 2019 Earnings Presentation dated May 9, 2019	

SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	

Date: May 9, 2019	 	 	 	Univar Inc.	
 	 	 	 	
 	 	 	 	By:	 	/s/ Jeffrey W. Carr	
 	 	 	 	Name:	 	Jeffrey W. Carr	
 	 	 	 	Title:	 	Senior Vice President, General Counsel and Secretary	

PRESS RELEASE

	
	
FOR ADDITIONAL INFORMATION:	
Investor Relations	
David Lim	
+1 844-632-1060	
IR@univarsolutions.com	
 	
Media Relations	
+1 331-777-6187	
                                                                                                          mediarelations@univarsolutions.com	
Univar Solutions Reports 2019 First Quarter Financial Results

DOWNERS GROVE, Ill. – May 9, 2019 – Univar Inc. (NYSE: UNVR) (“Univar Solutions,” or "The Company"), a global chemical and ingredients distributor and provider of value-added services, announced today its financial results for the first quarter ended March 31, 2019 . First quarter results include a one month contribution from the recently acquired Nexeo Solutions business.

First Quarter 2019 Highlights

		
•	Univar Solutions reported a net loss of $63.9 million , or ($0.43) per share, compared to net income of $65.4 million , or $0.46 per share, in the prior year first quarter.	

•	Adjusted earnings per share of $0.33 compared to $0.42 in the prior year first quarter, and is in line with expectations for the combined businesses.	

•	Adjusted EBITDA of $160.1 million was essentially flat on a currency neutral basis and included negative foreign exchange impacts of approximately $5.2 million. Adjusted EBITDA was in line with expectations for the combined businesses.	

•	Completed the transformational acquisition of Nexeo Solutions, resulting in the creation of Univar Solutions, the premier global chemical and ingredient distributor.	

•	Completed divestiture of Nexeo's plastics distribution business for gross proceeds of $650 million. Proceeds were used to pay down debt in April.	

•	Leverage ratio (1) of 3.9x decreased from 4.2x at the end of the first quarter last year.	

(1) Leverage ratio as defined in the Company's credit agreements; excluding the impact of synergies.

“Since closing the Nexeo acquisition and executing the initial stages of our integration plan, our confidence in the strategic rationale for this transaction has grown. Our integration and value capture teams have made a strong start and are hitting their short-term targets. We have a high degree of conviction in our ability to achieve our synergy targets, enhance our value proposition to customers, accelerate our growth and drive long-term value for shareholders,” said David Jukes, president and chief executive officer.

"Our combined team is energized and we are singularly focused on our vision to redefine the chemical distribution industry for our customers and supplier partners," Jukes continued. "To ensure we maintain our focus, we will actively evaluate our portfolio of businesses to determine if we are the right owner to maximize value."

"Closing the sale of Nexeo's plastics business in such an expedited time frame enabled us to accelerate debt reduction and now focus all our energy on streamlining, innovating, and growing our business,” added Carl Lukach, executive vice president and chief financial officer. “Despite choppy demand from industrial markets and foreign currency headwinds, we have plenty of opportunities from the acquisition to grow our earnings, reinvest in our business and continue to reduce debt."

Company Performance
The results of Univar Solutions' operating performance are described below and, unless otherwise indicated, are a comparison of first quarter 2019 results with first quarter 2018 results, including Adjusted EBITDA, which is reconciled to reported net income in the accompanying supplemental financial information. As noted previously, first quarter results include one month of contribution from the recently acquired Nexeo Solutions business.

	
																			
 	 	(Unaudited)	 	 	 	 	 	 	
 	 	Three months ended March 31,	 	 	 	 	 	% change	
(in millions)	 	2019	 	2018	 	$ change	 	% change	 	excl. currency	
 	 	 	 	 	 	 	 	 	 	 	
External Net Sales	 	 	 	 	 	 	 	 	 	 	
USA	 	$	1,307.2		 	$	1,204.4		 	$	102.8		 	8.5	 %	 	8.5	 %	
Canada	 	273.8		 	313.4		 	(39.6	)	 	(12.6	)%	 	(8.1	)%	
EMEA	 	483.7		 	538.6		 	(54.9	)	 	(10.2	)%	 	(2.0	)%	
LATAM	 	95.3		 	101.6		 	(6.3	)	 	(6.2	)%	 	0.4	 %	
Total Consolidated Net Sales	 	$	2,160.0		 	$	2,158.0		 	$	2.0		 	0.1	 %	 	3.1	 %	
 	 	 	 	 	 	 	 	 	 	 	
Gross Profit	 	 	 	 	 	 	 	 	 	 	
USA	 	$	307.3		 	$	278.9		 	$	28.4		 	10.2	 %	 	10.2	 %	
Canada	 	53.5		 	62.4		 	(8.9	)	 	(14.3	)%	 	(9.9	)%	
EMEA	 	116.2		 	124.0		 	(7.8	)	 	(6.3	)%	 	1.9	 %	
LATAM	 	19.4		 	21.3		 	(1.9	)	 	(8.9	)%	 	(1.4	)%	
Total Consolidated Gross Profit (1)	 	$	496.4		 	$	486.6		 	$	9.8		 	2.0	 %	 	5.0	 %	
 	 	 	 	 	 	 	 	 	 	 	
Adjusted EBITDA	 	 	 	 	 	 	 	 	 	 	
USA	 	$	97.1		 	$	91.2		 	$	5.9		 	6.5	 %	 	6.5	 %	
Canada	 	21.7		 	29.5		 	(7.8	)	 	(26.4	)%	 	(22.7	)%	
EMEA	 	42.1		 	44.7		 	(2.6	)	 	(5.8	)%	 	2.0	 %	
LATAM	 	5.7		 	7.8		 	(2.1	)	 	(26.9	)%	 	(19.2	)%	
Other (2)	 	(6.5	)	 	(6.9	)	 	0.4		 	5.8	 %	 	5.8	 %	
Total Consolidated Adjusted EBITDA	 	$	160.1		 	$	166.3		 	$	(6.2	)	 	(3.7	)%	 	(0.6	)%	

	

(1)	Gross profit is calculated by deducting cost of goods sold (exclusive of depreciation), from net sales.	
		
(2)	Other represents unallocated corporate costs that do not directly benefit segments.	

Consolidated Results

Univar Solutions reported net sales of $2.2 billion, up 3.1 percent compared to the prior year first quarter on a constant currency basis. Growth in the U.S. business was offset primarily by weak Canadian energy sector demand and unfavorable currency impacts in EMEA and LATAM.

Gross profit of $496.4 million was up 2.0 percent compared to the prior year first quarter, driven by improving sales force execution and one full month contribution from Nexeo.

Adjusted EBITDA of $160.1 million was down $6.2 million , or 3.7 percent on a year-over-year basis. Adjusted EBITDA was unfavorably impacted by foreign exchange of approximately $5.2 million and did not include a one-time product cost adjustment of approximately $8.4 million, which benefited the prior year first quarter.

Univar Solutions reported a net loss of $63.9 million , or ($0.43) per share, compared to net income of $65.4 million , or $0.46 per share, in the prior year first quarter. The net loss in the first quarter included $50.1 million, or ($0.25) per share after-tax, of transaction related fees, $38.1 million, or ($0.19) per share after-tax, of integration related expenses, and a $62.5 million, or ($0.31) per share after-tax, charge for the previously announced settlement with the U.S. government regarding the importation of saccharin between 2007 and 2012.

Adjusted earnings per share of $0.33 was negatively impacted by unfavorable foreign exchange of ($0.03) per share on Adjusted EBITDA and ($0.03) per share due to a higher tax rate compared to last year. Adjusted earnings per share of $0.42 in the prior year first quarter benefited from an approximately $8.4 million, or $0.04 per share, favorable one-time product cost adjustment.

Segment Results

USA – USA segment sales grew 8.5 percent due to contributions from the Nexeo acquisition, higher average selling prices resulting from favorable changes in product mix, and improving sales force execution. Gross profit grew 10.2 percent and gross margin expanded 30 basis points to 23.5 percent , reflecting strong margin management and favorable product mix. Outbound freight and handling increased 20 basis points as a percentage of sales compared to the prior year, but declined 30 basis points sequentially from the fourth quarter of 2018 largely as a result of improving execution. Adjusted EBITDA increased 6.5 percent to $97.1 million . Excluding the benefit of an approximately $8.4 million one-time product cost adjustment in the first quarter of 2018, Adjusted EBITDA grew 17.3 percent.

Canada – Near double digit Adjusted EBITDA growth on a constant currency basis in the core industrial chemical business was offset by lower demand from Canada's energy sector, largely due to a government mandated production curtailment as well as lower volumes attributable to a weather impacted agriculture business. Gross margin decreased 40 basis points to 19.5 percent as a result of lower margins on certain commodity chemicals. Adjusted EBITDA margin decreased 150 basis points to 7.9 percent and Adjusted EBITDA declined to $21.7 million from $29.5 million in the first quarter of 2018.

EMEA – EMEA segment sales declined 10.2 percent, or 2.0 percent excluding the impact of currency, due to a focus on mix enrichment and strong sales force execution in a softening economic environment. Gross margin increased 100 basis points to 24.0 percent and Adjusted EBITDA margin expanded 40 basis points to 8.7 percent, driven by mix improvement and effective cost management. Adjusted EBITDA increased 2.0 percent on a constant currency basis, the 22nd consecutive quarter of currency

neutral EBITDA growth. Brexit provided an estimated $2 million benefit to Adjusted EBITDA in the quarter, as customers ordered and carried higher than normal levels of inventory. This situation is expected to normalize in the second quarter.

LATAM – Segment sales of $95.3 million were about flat, excluding the impact of currency, and declined 6.2 percent on a reported basis. Higher prices from improvement in mix, improved sales force execution, and certain product shortages were offset by lower volumes as a result of soft economic conditions and certain product shortages. Sales also benefited from the acquisition of Nexeo. The LATAM segment saw strong performance from the Brazilian agriculture sector which was offset by softness in Brazil's industrial demand and a challenging economic environment in Mexico. Gross margin decreased 60 basis points to 20.4 percent and Adjusted EBITDA declined 19.2 percent on a currency neutral basis, and declined 26.9 percent to $5.7 million on a reported basis.

Outlook

For the full year 2019, Univar Solutions continues to expect to earn $740 to $760 million in Adjusted EBITDA, compared to $640 million earned in the prior year. This guidance reflects 10 months of earnings from the Nexeo Chemicals business and approximately $10 million in net realized synergies. The Company still expects to generate between $300 and $350 million in free cash flow, inclusive of the $62.5 million saccharin settlement and before one-time integration costs and transaction fees. The negative impact of the settlement is expected to be partially offset by lower cash interest, taxes, and capital expenditures.

For the second quarter of 2019, Univar expects Adjusted EBITDA to be between $195 and $200 million, up from $173.1 million earned in the second quarter of 2018.

(1) Refer to "Use of Non-GAAP Measures" for additional information on Adjusted earnings per share.

Univar Solutions to Host Webcast on May 9, 2019 at 9:00 a.m. EDT

The Company will host a webcast with investors to discuss the first quarter results at 9:00 a.m. ET on May 9, 2019 , which can be accessed on the Investor Relations section of its website at http://investors.univarsolutions.com . Following the event, an archived version of the webcast and supporting materials will be available on the same website.

Gross Profit, Delivered Gross Profit, Gross Margin, Delivered Gross Margin, Adjusted EBITDA, Adjusted EBITDA margin, Adjusted net income, Adjusted earnings per share

The Company monitors the results of its operating segments separately for the purposes of making decisions about resource allocation and performance assessment. The Company evaluates performance on the basis of gross profit, which it defines as net sales less cost of goods sold (exclusive of depreciation), delivered gross profit, which it defines as gross profit less outbound freight and handling expense, gross margin, which it defines as gross profit divided by external net sales, delivered gross margin, which it defines as delivered gross profit divided by external net sales as well as Adjusted EBITDA, which it defines as its consolidated net (loss) income, plus the sum of interest expense, net of interest income, income tax (benefit) expense, depreciation, amortization, other operating expenses, net (which primarily consists of employee stock-based compensation expense, restructuring charges, other employee termination costs, acquisition and integration related expenses, and other unusual or non-recurring expenses), loss on extinguishment of debt and other (expense) income, net (which consists of gains (losses) on foreign currency transactions and undesignated derivative instruments, non-operating retirement benefits, and other non-operating activity). Adjusted EBITDA margin is Adjusted EBITDA as a percentage of net sales. Adjusted EBITDA conversion ratio is Adjusted EBITDA as a percentage of Gross Profit. The Company believes that Adjusted EBITDA is an important indicator of operating performance because:

•	The Company considers 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;	
		
•	The Company uses Adjusted EBITDA in setting performance incentive targets in order to align performance measurement with operational performance; and	
		
•	Other significant items, while periodically affecting the Company’s results, may vary significantly from period to period and have a disproportionate effect in a given period, which affects comparability of its results.	

The Company has incorporated an Adjusted net (loss) income and Adjusted earnings per share metric as a complementary metric to GAAP earnings per share to provide additional transparency to ongoing performance. Adjusted net (loss) income excludes the same items as Adjusted EBITDA, except for stock-based compensation expense and non-operating retirement benefits.

Use of Non-GAAP Measures

The Company believes that certain financial measures that do not conform with accounting principles generally accepted in the United States (“GAAP”) provide relevant and meaningful information concerning its ongoing operating results. These financial measures include gross profit, gross margin, delivered gross profit and delivered gross margin (all exclusive of depreciation), Adjusted EBITDA, Adjusted EBITDA margin, Adjusted net income and Adjusted earnings per share. Such non-GAAP financial measures are used from time to time herein but should not be viewed as a substitute for GAAP

measures of performance. Reconciliations of non-GAAP measures to GAAP are provided in Schedules A and D.

The Company evaluates its results of operations on both an as reported and a constant currency basis. The constant currency presentation is a non-GAAP financial measure, which excludes the impact of fluctuations in foreign currency exchange rates. The Company believes providing constant currency information provides valuable supplemental information regarding its results of operations, consistent with how it evaluates its performance. The Company calculates constant currency percentages by converting its financial results in local currency for a period using the average exchange rate for the prior period to which it is comparing. This calculation may differ from similarly-titled measures used by other companies.

The Company has provided Adjusted earnings per share guidance which excludes certain nonrecurring costs and expenses. While the Company expects that these nonrecurring costs and expenses will occur in the future, due to the uncertain nature and variability of these items, such as market changes affecting our defined benefit plans and foreign currency movements, it is not possible at this time, without unreasonable efforts, to estimate the amount or significance of these nonrecurring costs and expenses that may be included in projected GAAP earnings per share. The Company believes that these nonrecurring costs and expenses are not representative of its underlying business performance and that Adjusted earnings per share provides the best estimate of future performance.

About Univar Solutions 
Univar Solutions (NYSE: UNVR) is a leading global chemical and ingredient distributor and provider of value-added services to customers across a wide range of industries. With the industry's largest private transportation fleet and North American sales force, a vast supplier network, deep market and regulatory knowledge, world-class formulation and recipe development, unparalleled logistics know-how, and industry-leading digital tools, Univar Solutions is a committed ally to customers and suppliers, helping them anticipate, navigate, and leverage meaningful growth opportunities. Learn more at www.univarsolutions.com.

Forward-Looking Statements
 
This press release includes certain statements relating to future events and our intentions, beliefs, expectations, and predictions for the future which are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are subject to known and unknown risks and uncertainties, many of which may be beyond our control. We caution you that the forward-looking information presented in this press release is not a guarantee of future events or results, and that actual events or results may differ materially from those made in or suggested by the forward-looking information contained in this press release. In addition, forward-looking statements generally can be identified by the use of forward-looking terminology such as “may,” “plan,” “seek,” “comfortable with,” “will,” “expect,” “intend,” “estimate,” “anticipate,” “believe,” "to achieve," "targets" or “continue” or the negative thereof or variations thereon or similar terminology. Any forward-looking information presented herein is made only as of the date of this press release, and we do not undertake any obligation to update or revise any forward-looking information to reflect changes in assumptions, the occurrence of unanticipated events, or otherwise.

###

Univar Inc.
Condensed Consolidated Statements of Operations
(Unaudited)

	
									
 	 	Three months ended
March 31,	
(in millions, except per share data)	 	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	 	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	 	(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	 	(23.3	)	 	10.2		
Net (loss) income from continuing operations	 	$	(70.0	)	 	$	65.4		
Net income from discontinued operations	 	$	6.1		 	$	—		
Net (loss) income	 	$	(63.9	)	 	$	65.4		
 	 	 	 	 	
(Loss) income per common share:	 	 	 	 	
Basic from continuing operations	 	$	(0.47	)	 	$	0.46		
Basic from discontinued operations	 	0.04		 	—		
Basic (loss) income per common share	 	$	(0.43	)	 	$	0.46		
Diluted from continuing operations	 	(0.47	)	 	0.46		
Diluted from discontinued operations	 	0.04		 	—		
Diluted (loss) income per common share	 	$	(0.43	)	 	$	0.46		
 	 	 	 	 	
Weighted average common shares outstanding:	 	 	 	 	
Basic	 	149.2		 	140.9		
Diluted	 	149.2		 	142.0		

Univar Inc.
Condensed Consolidated Balance Sheets
(Unaudited)

	
									
(in millions, except per share data)	 	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	 	1,168.2		 	955.8		
Goodwill	 	2,472.1		 	1,780.7		
Intangible assets, net	 	398.5		 	238.1		
Deferred tax assets	 	24.4		 	24.8		
Other assets	 	277.6		 	84.3		
Total assets	 	$	7,787.8		 	$	5,272.4		
Liabilities and stockholders’ equity	 	 	 	 	
Current liabilities:	 	 	 	 	
Short-term financing	 	$	4.3		 	$	8.1		
Trade accounts payable	 	1,096.7		 	925.4		
Current portion of long-term debt	 	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	 	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	 	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	 	(376.5	)	 	(373.2	)	
Total stockholders’ equity	 	$	1,781.0		 	$	1,191.7		
Total liabilities and stockholders’ equity	 	$	7,787.8		 	$	5,272.4		

Univar Inc.
Condensed Consolidated Statements of Cash Flows
(Unaudited)

									
 	 	Three months ended
March 31,	
(in millions)	 	2019	 	2018	
Operating activities:	 	 	 	 	
Net (loss) income	 	$	(63.9	)	 	$	65.4		
Adjustments to reconcile net 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	 	6.0		 	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	 	$	1,341.4		 	$	141.8		
Payments on long-term debt and finance lease obligations	 	(4.6	)	 	(320.1	)	
Short-term financing, net	 	(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		

Schedule A
Univar Inc.
Reconciliation of Adjusted EBITDA to Reported Net Income
(Unaudited)

	
																									
(in millions)	 	USA	 	Canada	 	EMEA	 	LATAM	 	Other/
Eliminations	 	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	 	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	 	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		

																									
(in millions)	 	USA	 	Canada    	 	EMEA    	 	LATAM	 	Other/
Eliminations	 	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		

Schedule B
Univar Inc.
Other operating expenses, net
(Unaudited)

									
 	 	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		

Schedule C
Univar Inc.
Other (expense) income, net
(Unaudited)

									
 	 	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	 	(9.9	)	 	(1.3	)	
Undesignated interest rate swap contracts	 	0.2		 	—		
Non-operating retirement benefits	 	0.6		 	3.5		
Other	 	(1.5	)	 	(0.7	)	
Total other (expense) income, net	 	$	(6.1	)	 	$	2.6		

Schedule D
Univar Inc.
GAAP Net (Loss) Income to Adjusted Net Income and Adjusted EBITDA Tabular reconciliations
(Unaudited)

																	
 	 	Three months ended
March 31,	
 	 	2019	 	2018	
(in millions, except per share data)	 	Amount (2)	 	per share (1)	 	Amount (2)	 	per share (1)	
Net (loss) income	 	$	(63.9	)	 	$	(0.43	)	 	$	65.4		 	$	0.46		
Net income from discontinued operations	 	(6.1	)	 	(0.04	)	 	—		 	—		
Exchange gain (2)	 	(4.5	)	 	(0.03	)	 	(1.1	)	 	(0.01	)	
Derivative loss (2)	 	9.7		 	0.06		 	1.3		 	0.01		
Restructuring charges (2)	 	0.1		 	—		 	0.5		 	—		
Other employee termination costs (2)	 	12.9		 	0.09		 	2.4		 	0.02		
Loss on extinguishment of debt	 	0.7		 	—		 	—		 	—		
Acquisition and integration related costs (2)	 	77.1		 	0.51		 	0.4		 	—		
Saccharin legal settlement (2)	 	62.5		 	0.42		 	—		 	—		
Other (2)(3)	 	7.7		 	0.06		 	1.6		 	0.01		
Benefit from income taxes related to reconciling items (4)	 	(36.3	)	 	(0.24	)	 	(1.3	)	 	(0.01	)	
Other non-recurring tax items (4)	 	(10.2	)	 	(0.07	)	 	(9.0	)	 	(0.06	)	
Adjusted net income	 	$	49.7		 	$	0.33		 	$	60.2		 	$	0.42		
Stock-based compensation expense	 	6.0		 	 	 	9.4		 	 	
Non-operating retirement benefits (5)	 	(0.6	)	 	 	 	(3.5	)	 	 	
Interest expense, net	 	34.2		 	 	 	34.9		 	 	
Depreciation	 	33.2		 	 	 	31.4		 	 	
Amortization	 	14.4		 	 	 	13.4		 	 	
All remaining provision for income taxes (4)	 	23.2		 	 	 	20.5		 	 	
Adjusted EBITDA	 	$	160.1		 	 	 	$	166.3		 	 	
 	 	 	 	 	 	 	 	 	
Weighted average common shares outstanding:	 	 	 	 	 	 	 	 	
Basic	 	149.2		 	 	 	140.9		 	 	
Diluted (6)(7)	 	150.0		 	 	 	142.0		 	 	
		
(1)	Calculation based on dilutive share count.	
		
(2)	Reconciling items represent items disclosed in Schedule B and Schedule C included in this document, excluding stock-based compensation and non-operating retirement benefits.	
		
(3)	Immaterial differences may exist in summation of per share amounts due to rounding.	
		
(4)	Total benefit from income taxes reconciles to the amount reported in the Condensed Consolidated Statement of Operations for each respective period. Tax on reconciling items is calculated using the effective tax rate adjusted for significant non-recurring tax items.	
		
(5)	Includes the non-operating retirement benefit items currently disclosed in Schedule C.	
		
(6)	Diluted earnings per share is calculated using net (loss) income or adjusted net income available to common shareholders divided by diluted weighted average shares outstanding during each period, which includes unvested restricted shares. Diluted earnings per share considers the impact of potential dilutive securities except in periods in which there is a loss because the inclusion of the potential common shares would have an anti-dilutive effect.	
		
(7)	Diluted shares used in the adjusted earnings per share calculation differs from GAAP diluted shares due to an adjusted net income position versus a GAAP net loss position.	

First Quarter 2019 Performance May 9, 2019

 

Forward-Looking Statements This presentation includes certain statements relating to future events and our intentions, beliefs, expectations, and predictions for the future which are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are subject to known and unknown risks and uncertainties, many of which may be beyond our control. We caution you that the forward-looking information presented in this presentation is not a guarantee of future events or results, and that actual events or results may differ materially from those made in or suggested by the forward-looking information contained in this presentation. In addition, forward-looking statements generally can be identified by the use of forward-looking terminology such as "outlook," "guidance," “may,” “plan,” “seek,” “comfortable with,” “will,” “expect,” “intend,” “estimate,” “anticipate,” “believe,” "to achieve," "targets" or “continue” or the negatives or variations of these terms. There can be no assurance regarding the estimates and projections regarding the sale of our plastics business, which remains subject to customary closing conditions and adjustments. Forward-looking information contained in this presentation is made only as of the date of this presentation, and we do not undertake any obligation to update or revise any forward-looking information to reflect changes in assumptions, the occurrence of unanticipated events, or otherwise. Regulation G: Non-GAAP Measures The information presented herein regarding certain unaudited non-GAAP measures does not conform to generally accepted accounting principles in the United States (U.S. GAAP) and should not be construed as an alternative to the reported results determined in accordance with U.S. GAAP. Univar has included this non-GAAP information to assist in understanding the operating performance of the company and its operating segments. These non-GAAP financial measures include gross profit, gross margin, delivered gross profit and delivered gross margin (all exclusive of depreciation), Adjusted EBITDA, Adjusted EBITDA margin, Adjusted net income, and Adjusted earnings per share. The non-GAAP information provided may not be consistent with the methodologies used by other companies. All non-GAAP information related to previous Univar filings with the SEC has been reconciled with reported U.S. GAAP results. The Company evaluates its results of operations on both an as reported and a constant currency basis. The constant currency presentation is a non-GAAP financial measure, which excludes the impact of fluctuations in foreign currency exchange rates. The Company believes providing constant currency information provides valuable supplemental information regarding its results of operations, consistent with how the Company evaluates its performance. The Company calculates constant currency percentages by converting its financial results in local currency for a period using the average exchange rate for the prior period to which it is comparing. This calculation may differ from similarly-titled measures used by other companies. 2 © 2019 Univar, Inc. All rights reserved. Confidential and content subject to change.

 

First Quarter 2019 Summary Ÿ Solid first quarter results ◦ Improving profitability in U.S. ◦ Pockets of strength in international businesses ◦ One month contribution from Nexeo Chemicals Ÿ Closed Nexeo Solutions acquisition Ÿ Seamless Day 1 Ÿ Launched new global brand -- Univar Solutions Ÿ Executing integration plan Ÿ Closed sale of Nexeo Plastics ◦ $650 million gross proceeds used to pay down debt 3 © 2019 Univar, Inc. All rights reserved. Confidential and content subject to change.

 

Creating Sustainable Competitive Advantage • Eliminate bottlenecks • Enhanced customer & • Leading portfolio of supplier experience products • Remove redundancies through digitization • Leverage scale • Structurally reduce cost • Market intelligence and base analytics • Energized sales force • Insights into supply chain and trends 4 © 2019 Univar, Inc. All rights reserved. Confidential and content subject to change.

 

Financial Highlights Ÿ Overall pleased with first quarter performance ◦ Grew gross profit by 5% currency neutral; expanded gross margin and improved conversion ratio ◦ Return on capital deployed held steady Ÿ GAAP EPS: ($0.43) vs $0.46 prior year ◦ Included an $88.2 million charge, or ($0.44) per share after-tax, for acquisition, integration and severance-related costs ◦ Included a $62.5 million charge, or ($0.31) per share after-tax, for previously announced saccharin settlement Ÿ Adjusted EPS (1): $0.33 vs. $0.42 prior year; in line with expectations ◦ ($0.03) of foreign exchange headwinds on Adjusted EBITDA and ($0.03) impact due to higher tax rate ◦ 2018 results included a $0.04 benefit from one-time product cost adjustment in USA segment Ÿ Adjusted EBITDA: $160 million vs. $166 million prior year ◦ Approximately $5.2 million of foreign exchange headwinds ◦ Government-mandated reduction in Canadian oil sands production negatively impacted demand ◦ Prior year benefited from an $8.4 million favorable one-time product cost adjustment (1) Adjusted Net Income / Diluted Weighted Average Shares Outstanding. Adjusted net income excludes the same items that are excluded from Adjusted EBITDA, except for stock-based compensation expense and non-operating retirement benefits. 5 © 2019 Univar, Inc. All rights reserved. Confidential and content subject to change.

 

Univar – Consolidated Highlights ($ in millions) KEY METRICS Solid performance in USA and Three months ended March 2019 2018 Y/Y EMEA offset by FX headwinds 31, and softness in Canada External Net Sales $2,160.0 $2,158.0 0.1% • Gross margin expansion driven by sales Currency Neutral -- -- 3.1% force execution and favorable price/mix Gross Profit (1) $496.4 $486.6 2.0% • Prior year Gross Profit included $8.4 (2) million of a one-time product cost Gross Margin 23.0% 22.5% +50 bps adjustment Outbound freight and $82.9 $79.3 4.5% handling • Adjusted EBITDA in line with expectations Del. Gross Profit (3) $413.5 $407.3 1.5% Adjusted EBITDA $160.1 $166.3 (3.7)% Currency Neutral -- -- (0.6)% Adjusted EBITDA Margin 7.4% 7.7% -30 bps Conversion Ratio (4) 32.3% 34.2% -190 bps (1) Gross profit defined as net sales less cost of goods sold (exclusive of depreciation). (2) Gross margin is calculated by dividing gross profit by external net sales. (3) Delivered gross profit is calculated by subtracting outbound freight and handling costs from gross profit. (4) Conversion Ratio defined as Adjusted EBITDA / Gross Profit. 6 6 © 2019 Univar, Inc. All rights reserved. Confidential and content subject to change.

 

USA – Highlights Growth driven by Nexeo ($ in millions) KEY METRICS acquisition and sales force Three months ended March 31, 2019 2018 Y/Y execution External Net Sales $1,307.2 $1,204.4 8.5% • Gross margin expansion driven by favorable change in mix Gross Profit (1) $307.3 $278.9 10.2% • Prior year Gross Profit included $8.4 million of a one-time product cost Gross Margin (2) 23.5% 23.2% +30 bps adjustment Outbound freight and $55.6 $49.9 11.4% • 4.6% organic volume decline driven by handling lower sales of bulk commodity products Del. Gross Profit (3) $251.7 $229.0 9.9% • Improving execution on freight Adjusted EBITDA $97.1 $91.2 6.5% Adjusted EBITDA Margin 7.4% 7.6% -20 bps (1) Gross profit defined as net sales less cost of goods sold (exclusive of depreciation). (2) Gross margin is calculated by dividing gross profit by external net sales. (3) Delivered gross profit is calculated by subtracting outbound freight and handling costs from gross profit. 7 © 2019 Univar, Inc. All rights reserved. Confidential and content subject to change.

 

CANADA – Highlights ($ in millions) KEY METRICS FX and Energy market headwinds Three months ended March 31, 2019 2018 Y/Y • Lower demand from energy and agriculture External Net Sales $273.8 $313.4 (12.6)% markets Currency Neutral -- -- (8.1)% • Near double digit growth in core industrial chemical business, ex. FX Gross Profit (1) $53.5 $62.4 (14.3)% • Focused on prudent cost and working Currency Neutral -- -- (9.9)% capital management Gross Margin (2) 19.5% 19.9% -40 bps Outbound freight and $9.7 $10.4 (6.7)% handling Del. Gross Profit (3) $43.8 $52.0 (15.8)% Adjusted EBITDA $21.7 $29.5 (26.4)% Currency Neutral -- -- (22.7)% Adjusted EBITDA Margin 7.9% 9.4% -150 bps (1) Gross profit defined as net sales less cost of goods sold (exclusive of depreciation). (2) Gross margin is calculated by dividing gross profit by external net sales. (3) Delivered gross profit is calculated by subtracting outbound freight and handling costs from gross profit. 8 © 2019 Univar, Inc. All rights reserved. Confidential and content subject to change.

 

EMEA – Highlights ($ in millions) KEY METRICS Solid execution in a softening macro Three months ended March 31, 2019 2018 Y/Y environment External Net Sales $483.7 $538.6 (10.2)% • 2% Adjusted EBITDA growth, ex. FX Currency Neutral -- -- (2.0)% • 22nd consecutive quarter of currency neutral EBITDA growth Gross Profit (1) $116.2 $124.0 (6.3)% • Gross margin expansion driven by favorable Currency Neutral -- -- 1.9% price/mix and sales force execution Gross Margin (2) 24.0% 23.0% +100 bps • Strong growth in LCD and FI business Outbound freight and $15.6 $17.0 (8.2)% • $2 million positive but temporary impact from handling Brexit Del. Gross Profit (3) $100.6 $107.0 (6.0)% Adjusted EBITDA $42.1 $44.7 (5.8)% Currency Neutral -- -- 2.0% Adjusted EBITDA Margin 8.7% 8.3% +40 bps (1) Gross profit defined as net sales less cost of goods sold (exclusive of depreciation). (2) Gross margin is calculated by dividing gross profit by external net sales. (3) Delivered gross profit is calculated by subtracting outbound freight and handling costs from gross profit. 9 © 2019 Univar, Inc. All rights reserved. Confidential and content subject to change.

 

LATAM – Highlights ($ in millions) KEY METRICS FX headwinds and uncertain Three months ended March 31, 2019 2018 Y/Y demand environment External Net Sales $95.3 $101.6 (6.2)% • Flat sales, ex. FX Currency Neutral -- -- 0.4% • Shortages of certain specialty products (1) • Sluggish industrial demand in Mexico and Gross Profit $19.4 $21.3 (8.9)% Brazil Currency Neutral -- -- (1.4)% • Strength in Brazilian Agriculture business Gross Margin (2) 20.4% 21.0% -60 bps Outbound freight and $2.0 $2.0 —% handling Del. Gross Profit (3) $17.4 $19.3 (9.8)% Adjusted EBITDA $5.7 $7.8 (26.9)% Currency Neutral -- -- (19.2)% Adjusted EBITDA Margin 6.0% 7.7% -170 bps (1) Gross profit defined as net sales less cost of goods sold (exclusive of depreciation). (2) Gross margin is calculated by dividing gross profit by external net sales. (3) Delivered gross profit is calculated by subtracting outbound freight and handling costs from gross profit. 10 © 2019 Univar, Inc. All rights reserved. Confidential and content subject to change.

 

Cash Flow Highlights Three months ended March 31, ($ in millions) 2019 2018 Y/Y Adjusted EBITDA $160.1 $166.3 (3.7)% Cash Interest (Net) ($39.8) ($37.8) 5.3 % Cash Taxes ($9.9) ($13.5) (26.7)% Change in Net Working Capital ($92.2) ($232.2) (60.3)% Pension Contribution ($3.4) ($8.8) (61.4)% Other (1) ($50.1) ($13.0) 285.4 % Net cash provided by operating activities (before ($35.3) ($139.0) (74.6)% acquisition & integration costs) Transaction Fees ($50.1) $— NM One-time integration costs ($38.1) $— NM Net cash provided by operating activities ($123.5) ($139.0) (11.2)% Capital Expenditures (2) ($16.5) ($16.2) 1.9% (1) Includes changes in other assets & liabilities (prepaid expenses, accrued payroll) as well as other cash items that are excluded from Adjusted EBITDA (restructuring). (2) Excludes additions from finance leases. 11 © 2019 Univar, Inc. All rights reserved. Confidential and content subject to change.

 

Balance Sheet Highlights LTM ended March 31, ($ in millions) 2019 2018 Y/Y Net Debt (1) $2,937.5 $2,596.6 $340.9 Leverage (2) 3.9x 4.2x (0.3x) Return on Assets Deployed (3) 23.6% 23.8% -20 bps (1) Net Debt defined as Total Debt (Long term debt, inclusive of debt discount and unamortized debt issuance costs, plus short term financing) less cash and cash equivalents. (2) Leverage Ratio as defined in the Company's credit agreements, excluding the impact of synergies (3) LTM Earnings before Interest, Taxes, and Amortization (EBITA) dividing by trailing 13-month average of net PP&E plus net working capital (accounts receivable plus inventory less accounts payable) 12 © 2019 Univar, Inc. All rights reserved. Confidential and content subject to change.

 

OUTLOOK EXPECTATIONS 2019 2019 Full Year 2019 Manage through fluctuating and uncertain demand environment Adjusted EBITDA of $740 - $760 million Execute on integration and value capture Free Cash Flow (1) Accelerate digital transformation $300 - $350 million Continue to de-leverage Q2 2019 Adjusted EBITDA of $195 - $200 million (1) Inclusive of the $62.5 million saccharin settlement and before one-time integration costs and transaction fees. 13 © 2019 Univar, Inc. All rights reserved. Confidential and content subject to change.

 

Full Year 2019 Guidance Year ended December 31, ($ in millions, except per share data) 2019 2018 Adjusted EBITDA $740 - $760 $640.4 Cash Interest (net) ~($140) ($125.1) Tax Rate on Adjusted EPS ~30 - 31% 28.4% Pension Contribution ~($35) ($38.7) Change in Net Working Capital ~($0 - $50) ($38.4) Capital Expenditures ~($100) ($94.6) Cash Taxes ~($50) ($63.4) Note: Cash inflow +/ Cash outflow - 14 © 2019 Univar, Inc. All rights reserved. Confidential and content subject to change.

 

Integration Update Key Focus Area First Quarter Accomplishments Go-Forward Expectations l Established key leadership team l Finalize organizational structure by HR end of second quarter l Formalized organizational structure l Territory re-design finalized by second l Seamless Day 1 transition quarter Commercial l Expanded relationships with key l Developing growth plans with key supplier partners supplier partners l Completed fit/gap analysis IT l 1st migration wave within six months l Master data mapping program underway l Network optimization plans on track l Transportation savings Efficiencies l Leveraging purchasing scale l Facility closures start towards year-end 15 © 2019 Univar, Inc. All rights reserved. Confidential and content subject to change.

 

Appendix - Q1 2019 Adjusted Net Income and Adjusted EBITDA Reconciliation Three months ended March 31, 2019 2018 ($ in millions, except per share data) Amount per share (1) Amount per share (1) Net (loss) income ($63.9 ) ($0.43 ) $65.4 $0.46 Net income from discontinued operations ($6.1 ) ($0.04 ) — — Other operating expenses, net (excluding stock-based $158.8 $1.07 $4.2 $0.03 compensation) Other expense, net (excluding non-operating $6.7 $0.04 $0.9 — retirement benefits) Loss on extinguishment of debt $0.7 — — — Benefit from income taxes related to reconciling items ($36.3 ) ($0.24 ) ($1.3 ) ($0.01 ) Other non-recurring tax items ($10.2 ) ($0.07 ) ($9.0 ) ($0.06 ) Adjusted net income $49.7 $0.33 $60.2 $0.42 Stock-based compensation expense $6.0 $9.4 Non-operating retirement benefits ($0.6 ) ($3.5 ) Interest expense, net $34.2 $34.9 Depreciation and amortization $47.6 $44.8 All remaining provision for income taxes $23.2 $20.5 Adjusted EBITDA $160.1 $166.3 (1) Immaterial differences may exist in summation of per share amounts due to rounding. 16 © 2019 Univar, Inc. All rights reserved. Confidential and content subject to change.