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): November 6, 2018
 
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. ¨

	
		
Item 2.02	Results of Operations and Financial Condition	
On November 6, 2018 , Univar Inc. (the “Company”) announced its consolidated financial results for the quarter ended September 30, 2018 . 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 November 6, 2018	
99.2	 	Univar Inc. Fiscal Third Quarter 2018 Earnings Presentation dated November 6, 2018	

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: November 6, 2018	 	 	 	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@univar.com	

Univar Reports 2018 Third Quarter Financial Results

Third Quarter 2018 Highlights

•	Net income increased 27.5 percent to $49.6 million , compared to $38.9 million in the prior year third quarter. Year-to-date net income of $171.1 million increased 84.4 percent.	

•	GAAP earnings per share increased 25.0 percent to $0.35 per share compared to $0.28 per share in the prior year third quarter. Adjusted earnings per share grew 11.1 percent to $0.40 per share from $0.36 per share.	

•	Global sales grew 4.0 percent, or 6.2 percent currency neutral, despite an 8.8 percent decline in Canada. USA sales grew 8.5 percent.	

•	Adjusted EBITDA grew 5.2 percent, or 8.2 percent currency neutral, to $157.0 million with double digit global growth, excluding a 23.8 percent decline in Canada. Adjusted EBITDA margin increased 10 basis points.	

•	Leverage ratio reduced to 3.9x from 4.6x at September 30, 2017, reflecting growth in Adjusted EBITDA and a $361 million reduction in gross debt.	

•	Announced signing of definitive agreement for highly synergistic acquisition of Nexeo Solutions.	

DOWNERS GROVE, Ill. – November 6, 2018 – Univar Inc. (NYSE: UNVR) (“Univar”), a global chemical and ingredients distributor and provider of value-added services, announced today its financial results for the third quarter ended September 30, 2018 .

“Our global execution continues to improve and our customers and supplier partners are recognizing the value that Univar brings,” said David Jukes, president and chief executive officer. "Whilst we have much work ahead of us, our USA transformation is solid and sustained, and we are encouraged by our progress to date. Our recently announced acquisition of Nexeo further enhances our capabilities and accelerates our ability to create significant value for our customers, supplier partners, employees and shareholders."

“Since we began to execute our strategic plan, we have delivered our 8th consecutive quarter of EBITDA growth. We are highly confident we have the right global growth programs in place to deliver superior value for our shareholders, despite some temporary challenges in our Canadian business."

"Our cost productivity continued to increase, and we used our strong operating cash flow to reduce debt and further strengthen our balance sheet,” added Carl Lukach, executive vice president and chief financial officer. “We look forward to successfully closing and integrating Nexeo into our growth plan."

Company Performance
The results of Univar's operating performance are described below and, unless otherwise indicated, are a comparison of third quarter 2018 results with third quarter 2017 results, including Adjusted EBITDA, which is reconciled to reported net income in the accompanying supplemental financial information.

	
																			
 	 	(Unaudited)	 	 	 	 	 	 	
 	 	Three months ended September 30,	 	 	 	 	 	% change	
(in millions)	 	2018	 	2017	 	$ change	 	% change	 	excl. currency	
 	 	 	 	 	 	 	 	 	 	 	
External Net Sales	 	 	 	 	 	 	 	 	 	 	
USA	 	$	1,285.3		 	$	1,185.0		 	$	100.3		 	8.5	 %	 	8.5	 %	
Canada	 	273.5		 	299.9		 	(26.4	)	 	(8.8	)%	 	(3.3	)%	
EMEA	 	472.4		 	456.9		 	15.5		 	3.4	 %	 	7.0	 %	
Rest of World	 	99.5		 	106.9		 	(7.4	)	 	(6.9	)%	 	4.2	 %	
Total Consolidated Net Sales	 	$	2,130.7		 	$	2,048.7		 	$	82.0		 	4.0	 %	 	6.2	 %	
 	 	 	 	 	 	 	 	 	 	 	
Gross Profit	 	 	 	 	 	 	 	 	 	 	
USA	 	$	290.4		 	$	273.4		 	$	17.0		 	6.2	 %	 	6.2	 %	
Canada	 	48.7		 	56.2		 	(7.5	)	 	(13.3	)%	 	(8.4	)%	
EMEA	 	107.9		 	102.9		 	5.0		 	4.9	 %	 	8.6	 %	
Rest of World	 	21.7		 	22.3		 	(0.6	)	 	(2.7	)%	 	11.7	 %	
Total Consolidated Gross Profit (1)	 	$	468.7		 	$	454.8		 	$	13.9		 	3.1	 %	 	5.2	 %	
 	 	 	 	 	 	 	 	 	 	 	
Adjusted EBITDA	 	 	 	 	 	 	 	 	 	 	
USA	 	$	99.4		 	$	90.4		 	$	9.0		 	10.0	 %	 	10.0	 %	
Canada	 	19.2		 	25.2		 	(6.0	)	 	(23.8	)%	 	(17.9	)%	
EMEA	 	35.6		 	30.9		 	4.7		 	15.2	 %	 	20.7	 %	
Rest of World	 	9.1		 	9.3		 	(0.2	)	 	(2.2	)%	 	12.9	 %	
Other (2)	 	(6.3	)	 	(6.5	)	 	0.2		 	3.1	 %	 	3.1	 %	
Total Consolidated Adjusted EBITDA	 	$	157.0		 	$	149.3		 	$	7.7		 	5.2	 %	 	8.2	 %	

	

(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.	

Segment Highlights

USA – Adjusted EBITDA increased 10.0 percent to $99.4 million , which was the seventh consecutive quarter of growth. USA segment sales grew 8.5 percent as a result of improved sales force execution, higher average selling prices and higher volumes. Gross profit grew 6.2 percent, reflecting another quarter of strong industrial market demand in bulk commodity chemicals. Adjusted EBITDA margin expanded 10 basis points to 7.7 percent as a result of strong operating leverage.

Canada – Solid double digit Adjusted EBITDA growth in the Eastern Canada industrial markets was more than offset by the absence of an expected recovery in the weather-impacted agriculture market and impact from a temporary but significant plant shutdown by a large customer in Western Canada. As a result, Adjusted EBITDA declined to $19.2 million from $25.2 million last year. Gross margin decreased 90 basis points to 17.8  percent while Adjusted EBITDA margin decreased 140 basis points to 7.0 percent.

EMEA – Adjusted EBITDA increased 15.2 percent, or 20.7 percent currency neutral, to $35.6 million due to double digit growth in Focused Industries, favorable mix and improved sales force execution. Gross margin increased 30 basis points to 22.8 percent and Adjusted EBITDA margin expanded 70 basis points to 7.5 percent, driven by sales force effectiveness, mix improvement and cost management.

Rest of World – Strong core performance, driven by growth in Brazil and increasing profitability in Asia Pacific operations, was offset by foreign exchange headwinds. Adjusted EBITDA grew 12.9 percent on a currency neutral basis, but fell 2.2 percent to $9.1 million on a reported basis, reflecting the change in foreign exchange rates. Gross margin increased 90 basis points to 21.8 percent and Adjusted EBITDA margin expanded 40 basis points to 9.1 percent due to changes in product mix and improved sales force effectiveness.

Outlook

While year-to-date Adjusted EBITDA grew 10.9 percent and Adjusted earnings per share grew 22.9 percent, the Company expects ongoing challenges in Canada and foreign exchange headwinds will likely dampen fourth quarter growth. In addition, while stable, the demand environment is exhibiting some softness in certain markets. As a result, the Company now expects fourth quarter Adjusted EBITDA to be essentially flat with last year's result.

The Company is revising its outlook for the full year to high single-digit Adjusted EBITDA growth and Adjusted earnings per share of approximately $1.60 per share (1) , an increase of 15.1 percent from the prior year.

"We continue to advance our strategic growth plan to improve our sales force execution and business mix, expand digital capabilities, and optimize supply chain operations," said David Jukes, president and chief executive officer. "We are confident we have the right plan and the best people to deliver superior returns to our shareholders.”

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

Univar to Host Webcast on November 6, 2018 at 9:00 a.m. EDT

The Company will host a webcast with investors to discuss the third quarter results at 9:00 a.m. ET on November 6, 2018 , which can be accessed on the Investor Relations section of its website at http://investor.univar.com . Following the event, an archived version of the webcast and supporting materials will be available on the same website.

Gross Profit, 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), gross margin, which it defines as gross profit divided by external net sales as well as Adjusted EBITDA, which it defines as its consolidated net income (loss), plus the sum of interest expense, net of interest income, income tax expense (benefit), depreciation, amortization, other operating expenses, net (which primarily consists of employee stock-based compensation expense, restructuring charges, other employee termination costs, business optimization, acquisition and integration related expenses, and other unusual or non-recurring expenses), loss on extinguishment of debt and other income (expense), net (which consists of gains (losses) on foreign currency transactions and undesignated derivative instruments, debt amendment costs, 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 reports Adjusted EBITDA to its lenders as required under the covenants of its credit agreements;	
		
•	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 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 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’s management believes that certain financial measures that do not comply with accounting principles generally accepted in the United States (“GAAP”) provide relevant and meaningful information concerning the ongoing operating results of the Company. These financial measures include gross profit (exclusive of depreciation), gross margin (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's management 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's management believes that these nonrecurring costs and expenses are not representative of the Company's underlying business performance and that Adjusted earnings per share provides the best estimate of future performance.

About Univar 
Founded in 1924, Univar (NYSE: UNVR) is a global chemical and ingredients distributor and provider of value-added services, working with leading suppliers worldwide. Supported by a comprehensive team of sales and technical professionals with deep specialty and market expertise, Univar operates hundreds of distribution facilities throughout North America, Western Europe, Asia-Pacific and Latin America. Univar delivers tailored customer solutions through a broad product and services portfolio sustained by one of the most extensive industry distribution networks in the world. For more information, visit www.univar.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” 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
September 30,	 	Nine months ended
September 30,	
(in millions, except per share data)	 	2018	 	2017	 	2018	 	2017	
Net sales	 	$	2,130.7		 	$	2,048.7		 	$	6,661.3		 	$	6,294.5		
Cost of goods sold (exclusive of depreciation)	 	1,662.0		 	1,593.9		 	5,205.5		 	4,933.9		
Operating expenses:	 	 	 	 	 	 	 	 	
Outbound freight and handling	 	82.7		 	74.8		 	248.5		 	217.7		
Warehousing, selling and administrative	 	229.0		 	230.7		 	710.9		 	695.2		
Other operating expenses, net	 	12.4		 	11.8		 	37.0		 	55.8		
Depreciation	 	31.5		 	32.5		 	93.8		 	102.5		
Amortization	 	13.5		 	16.8		 	40.7		 	50.0		
Total operating expenses	 	$	369.1		 	$	366.6		 	$	1,130.9		 	$	1,121.2		
Operating income	 	$	99.6		 	$	88.2		 	$	324.9		 	$	239.4		
Other (expense) income:	 	 	 	 	 	 	 	 	
Interest income	 	0.6		 	0.9		 	2.7		 	2.6		
Interest expense	 	(32.8	)	 	(39.3	)	 	(101.8	)	 	(112.6	)	
Loss on extinguishment of debt	 	—		 	—		 	—		 	(0.8	)	
Other income (expense), net	 	2.5		 	(4.4	)	 	3.0		 	(20.4	)	
Total other expense	 	$	(29.7	)	 	$	(42.8	)	 	$	(96.1	)	 	$	(131.2	)	
Income before income taxes	 	69.9		 	45.4		 	228.8		 	108.2		
Income tax expense	 	20.3		 	6.5		 	57.7		 	15.4		
Net income	 	$	49.6		 	$	38.9		 	$	171.1		 	$	92.8		
Income per common share:	 	 	 	 	 	 	 	 	
Basic	 	$	0.35		 	$	0.28		 	$	1.21		 	$	0.66		
Diluted	 	0.35		 	0.28		 	1.20		 	0.66		
Weighted average common shares outstanding:	 	 	 	 	 	 	 	 	
Basic	 	141.2		 	140.4		 	141.1		 	140.0		
Diluted	 	142.3		 	141.4		 	142.1		 	141.3		

Univar Inc.
Condensed Consolidated Balance Sheets
(Unaudited)

	
									
(in millions, except per share data)	 	September 30,
2018	 	December 31,
2017	
Assets	 	 	 	 	
Current assets:	 	 	 	 	
Cash and cash equivalents	 	$	85.9		 	$	467.0		
Trade accounts receivable, net	 	1,261.0		 	1,062.4		
Inventories	 	843.6		 	839.5		
Prepaid expenses and other current assets	 	164.8		 	149.6		
Total current assets	 	$	2,355.3		 	$	2,518.5		
Property, plant and equipment, net	 	960.7		 	1,003.0		
Goodwill	 	1,807.1		 	1,818.4		
Intangible assets, net	 	254.2		 	287.7		
Deferred tax assets	 	20.7		 	22.8		
Other assets	 	99.1		 	82.3		
Total assets	 	$	5,497.1		 	$	5,732.7		
Liabilities and stockholders’ equity	 	 	 	 	
Current liabilities:	 	 	 	 	
Short-term financing	 	$	8.7		 	$	13.4		
Trade accounts payable	 	920.8		 	941.7		
Current portion of long-term debt	 	57.3		 	62.0		
Accrued compensation	 	91.1		 	100.7		
Other accrued expenses	 	251.9		 	301.6		
Total current liabilities	 	$	1,329.8		 	$	1,419.4		
Long-term debt	 	2,543.7		 	2,820.0		
Pension and other postretirement benefit liabilities	 	239.6		 	257.1		
Deferred tax liabilities	 	49.9		 	35.4		
Other long-term liabilities	 	103.4		 	110.7		
Total liabilities	 	$	4,266.4		 	$	4,642.6		
Stockholders’ equity:	 	 	 	 	
Preferred stock, 200.0 million shares authorized at $0.01 par value with no shares issued or outstanding as of September 30, 2018 and December 31, 2017	 	$	—		 	$	—		
Common stock, 2.0 billion shares authorized at $0.01 par value with 141.6 and 141.1 million shares issued and outstanding at September 30, 2018 and December 31, 2017, respectively	 	1.4		 	1.4		
Additional paid-in capital	 	2,321.6		 	2,301.3		
Accumulated deficit	 	(762.7	)	 	(934.1	)	
Accumulated other comprehensive loss	 	(329.6	)	 	(278.5	)	
Total stockholders’ equity	 	$	1,230.7		 	$	1,090.1		
Total liabilities and stockholders’ equity	 	$	5,497.1		 	$	5,732.7		

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

																	
 	 	Three months ended
September 30,	 	Nine months ended
September 30,	
(in millions)	 	2018	 	2017	 	2018	 	2017	
Operating activities:	 	 	 	 	 	 	 	 	
Net income	 	$	49.6		 	$	38.9		 	$	171.1		 	$	92.8		
Adjustments to reconcile net income to net cash provided (used) by operating activities:	 	 	 	 	 	 	 	 	
Depreciation and amortization	 	45.0		 	49.3		 	134.5		 	152.5		
Amortization of deferred financing fees and debt discount	 	1.9		 	2.0		 	5.8		 	5.9		
Amortization of pension credit from accumulated other comprehensive loss	 	—		 	(0.1	)	 	0.1		 	(0.2	)	
Loss on extinguishment of debt	 	—		 	—		 	—		 	0.8		
Deferred income taxes	 	3.9		 	1.3		 	8.9		 	(4.0	)	
Stock-based compensation expense	 	4.0		 	4.5		 	17.7		 	16.0		
Other	 	(1.9	)	 	(0.9	)	 	(0.8	)	 	(0.2	)	
Changes in operating assets and liabilities:	 	 	 	 	 	 	 	 	
Trade accounts receivable, net	 	113.9		 	123.3		 	(216.3	)	 	(198.3	)	
Inventories	 	39.7		 	39.4		 	(11.9	)	 	1.5		
Prepaid expenses and other current assets	 	11.8		 	(2.2	)	 	(13.3	)	 	(15.4	)	
Trade accounts payable	 	(213.8	)	 	(194.3	)	 	(7.3	)	 	58.1		
Pensions and other postretirement benefit liabilities	 	(9.3	)	 	(15.4	)	 	(32.6	)	 	(34.6	)	
Other, net	 	1.6		 	2.5		 	(58.5	)	 	(39.1	)	
Net cash provided (used) by operating activities	 	$	46.4		 	$	48.3		 	$	(2.6	)	 	$	35.8		
Investing activities:	 	 	 	 	 	 	 	 	
Purchases of property, plant and equipment	 	$	(14.8	)	 	$	(19.4	)	 	$	(59.9	)	 	$	(58.0	)	
Purchases of businesses, net of cash acquired	 	0.4		 	(23.9	)	 	(20.0	)	 	(24.4	)	
Proceeds from sale of property, plant, and equipment	 	6.2		 	3.2		 	8.7		 	3.2		
Other	 	(0.1	)	 	(2.2	)	 	(0.1	)	 	(1.2	)	
Net cash used by investing activities	 	$	(8.3	)	 	$	(42.3	)	 	$	(71.3	)	 	$	(80.4	)	
Financing activities:	 	 	 	 	 	 	 	 	
Proceeds from issuance of long-term debt	 	$	(78.2	)	 	$	(20.0	)	 	$	267.7		 	$	2,234.0		
Payments on long-term debt and capital lease obligations	 	(4.6	)	 	(29.6	)	 	(558.1	)	 	(2,267.6	)	
Short-term financing, net	 	1.1		 	(7.0	)	 	(2.3	)	 	(18.9	)	
Financing fees paid	 	—		 	—		 	—		 	(4.4	)	
Taxes paid related to net share settlements of stock-based compensation awards	 	(0.5	)	 	(0.5	)	 	(3.7	)	 	(8.0	)	
Stock option exercises	 	4.6		 	4.0		 	5.7		 	32.1		
Contingent consideration payments	 	—		 	—		 	—		 	(3.2	)	
Other	 	—		 	—		 	0.6		 	0.5		
Net cash used by financing activities	 	$	(77.6	)	 	$	(53.1	)	 	$	(290.1	)	 	$	(35.5	)	
Effect of exchange rate changes on cash and cash equivalents	 	$	(3.2	)	 	$	19.2		 	$	(17.1	)	 	$	37.6		
Net decrease in cash and cash equivalents	 	(42.7	)	 	(27.9	)	 	(381.1	)	 	(42.5	)	
Cash and cash equivalents at beginning of period	 	128.6		 	321.8		 	467.0		 	336.4		
Cash and cash equivalents at end of period	 	$	85.9		 	$	293.9		 	$	85.9		 	$	293.9		

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

	
																									
(in millions)	 	USA	 	Canada	 	EMEA	 	Rest of
World	 	Other/
Eliminations	 	Consolidated	
 	 	Three Months Ended September 30, 2018	
Net sales:	 	 	 	 	 	 	 	 	 	 	 	 	
External customers	 	$	1,285.3		 	$	273.5		 	$	472.4		 	$	99.5		 	$	—		 	$	2,130.7		
Inter-segment	 	28.6		 	3.0		 	0.9		 	0.1		 	(32.6	)	 	—		
Total net sales	 	$	1,313.9		 	$	276.5		 	$	473.3		 	$	99.6		 	$	(32.6	)	 	$	2,130.7		
Cost of goods sold (exclusive of depreciation)	 	1,023.5		 	227.8		 	365.4		 	77.9		 	(32.6	)	 	1,662.0		
Outbound freight and handling	 	56.1		 	10.1		 	14.6		 	1.9		 	—		 	82.7		
Warehousing, selling and administrative	 	134.9		 	19.4		 	57.7		 	10.7		 	6.3		 	229.0		
Adjusted EBITDA	 	$	99.4		 	$	19.2		 	$	35.6		 	$	9.1		 	$	(6.3	)	 	$	157.0		
Other operating expenses, net	 	 	 	 	 	 	 	 	 	 	 	12.4		
Depreciation	 	 	 	 	 	 	 	 	 	 	 	31.5		
Amortization	 	 	 	 	 	 	 	 	 	 	 	13.5		
Interest expense, net	 	 	 	 	 	 	 	 	 	 	 	32.2		
Other income, net	 	 	 	 	 	 	 	 	 	 	 	(2.5	)	
Income tax expense	 	 	 	 	 	 	 	 	 	 	 	20.3		
Net income	 	 	 	 	 	 	 	 	 	 	 	$	49.6		
Total assets	 	$	3,263.9		 	$	1,640.4		 	$	994.2		 	$	209.6		 	$	(611.0	)	 	$	5,497.1		

																									
(in millions)	 	USA	 	Canada    	 	EMEA    	 	Rest of
World    	 	Other/
Eliminations	 	Consolidated    	
 	 	Three Months Ended September 30, 2018	
Gross profit:	 	 	 	 	 	 	 	 	
Net sales	 	$	1,313.9		 	$	276.5		 	$	473.3		 	$	99.6		 	$	(32.6	)	 	$	2,130.7		
Cost of goods sold (exclusive of depreciation)	 	1,023.5		 	227.8		 	365.4		 	77.9		 	(32.6	)	 	1,662.0		
Gross profit	 	$	290.4		 	$	48.7		 	$	107.9		 	$	21.7		 	$	—		 	$	468.7		

	
																									
(in millions)	 	USA	 	Canada	 	EMEA	 	Rest of
World	 	Other/
Eliminations	 	Consolidated	
 	 	Three Months Ended September 30, 2017	
Net sales:	 	 	 	 	 	 	 	 	 	 	 	 	
External customers	 	$	1,185.0		 	$	299.9		 	$	456.9		 	$	106.9		 	$	—		 	$	2,048.7		
Inter-segment	 	25.9		 	2.5		 	1.1		 	—		 	(29.5	)	 	—		
Total net sales	 	$	1,210.9		 	$	302.4		 	$	458.0		 	$	106.9		 	$	(29.5	)	 	$	2,048.7		
Cost of goods sold (exclusive of depreciation)	 	937.5		 	246.2		 	355.1		 	84.6		 	(29.5	)	 	1,593.9		
Outbound freight and handling	 	50.3		 	9.1		 	13.8		 	1.6		 	—		 	74.8		
Warehousing, selling and administrative	 	132.7		 	21.9		 	58.2		 	11.4		 	6.5		 	230.7		
Adjusted EBITDA	 	$	90.4		 	$	25.2		 	$	30.9		 	$	9.3		 	$	(6.5	)	 	$	149.3		
Other operating expenses, net	 	 	 	 	 	 	 	 	 	 	 	11.8		
Depreciation	 	 	 	 	 	 	 	 	 	 	 	32.5		
Amortization	 	 	 	 	 	 	 	 	 	 	 	16.8		
Interest expense, net	 	 	 	 	 	 	 	 	 	 	 	38.4		
Other expense, net	 	 	 	 	 	 	 	 	 	 	 	4.4		
Income tax expense	 	 	 	 	 	 	 	 	 	 	 	6.5		
Net income	 	 	 	 	 	 	 	 	 	 	 	$	38.9		
Total assets	 	$	3,634.0		 	$	2,006.9		 	$	905.2		 	$	251.7		 	$	(1,107.7	)	 	$	5,690.1		

																									
(in millions)	 	USA	 	Canada    	 	EMEA    	 	Rest of
World    	 	Other/
Eliminations	 	Consolidated    	
 	 	Three Months Ended September 30, 2017	
Gross profit:	 	 	 	 	 	 	 	 	
Net sales	 	$	1,210.9		 	$	302.4		 	$	458.0		 	$	106.9		 	$	(29.5	)	 	$	2,048.7		
Cost of goods sold (exclusive of depreciation)	 	937.5		 	246.2		 	355.1		 	84.6		 	(29.5	)	 	1,593.9		
Gross profit	 	$	273.4		 	$	56.2		 	$	102.9		 	$	22.3		 	$	—		 	$	454.8		

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

																	
 	 	Three months ended
September 30,	 	Nine months ended
September 30,	
(in millions)	 	2018	 	2017	 	2018	 	2017	
Stock-based compensation expense	 	$	4.0		 	$	4.5		 	$	17.7		 	$	16.0		
Restructuring charges	 	2.9		 	0.9		 	3.4		 	4.4		
Other employee termination costs	 	2.7		 	2.8		 	9.5		 	5.9		
Business transformation costs	 	—		 	3.0		 	—		 	23.6		
Acquisition and integration related expenses	 	5.5		 	1.3		 	6.9		 	2.0		
Other	 	(2.7	)	 	(0.7	)	 	(0.5	)	 	3.9		
Total other operating expenses, net	 	$	12.4		 	$	11.8		 	$	37.0		 	$	55.8		

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

																	
 	 	Three months ended
September 30,	 	Nine months ended
September 30,	
(in millions)	 	2018	 	2017	 	2018	 	2017	
Foreign currency transactions	 	$	(3.7	)	 	$	(0.4	)	 	$	(8.0	)	 	$	(4.3	)	
Foreign currency denominated loans revaluation	 	0.8		 	(6.8	)	 	(0.6	)	 	(15.2	)	
Undesignated foreign currency derivative instruments	 	2.7		 	(0.6	)	 	3.6		 	1.6		
Undesignated interest rate swap contracts	 	—		 	1.8		 	—		 	(3.0	)	
Debt amendment costs	 	—		 	—		 	—		 	(4.2	)	
Non-operating retirement benefits	 	3.3		 	2.7		 	10.2		 	7.5		
Other	 	(0.6	)	 	(1.1	)	 	(2.2	)	 	(2.8	)	
Total other income (expense), net	 	$	2.5		 	$	(4.4	)	 	$	3.0		 	$	(20.4	)	

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

																																	
 	 	Three months ended
September 30,	 	Nine months ended
September 30,	
 	 	2018	 	2017	 	2018	 	2017	
(in millions, except per share data)	 	Amount (2)	 	per share (1)	 	Amount (2)	 	per share (1)	 	Amount (2)	 	per share (1)	 	Amount (2)	 	per share (1)	
Net income (3)	 	$	49.6		 	$	0.35		 	$	38.9		 	$	0.28		 	$	171.1		 	$	1.20		 	$	92.8		 	$	0.66		
Exchange loss (2)(4)	 	2.9		 	0.02		 	7.2		 	0.05		 	8.6		 	0.06		 	19.5		 	0.14		
Derivative (gain) loss (2)(4)	 	(2.7	)	 	(0.02	)	 	(1.2	)	 	(0.01	)	 	(3.6	)	 	(0.03	)	 	1.4		 	0.01		
Transformation costs (2)(4)	 	—		 	—		 	3.0		 	0.02		 	—		 	—		 	23.6		 	0.17		
Restructuring charges (2)(4)	 	2.9		 	0.02		 	0.9		 	0.01		 	3.4		 	0.02		 	4.4		 	0.03		
Other employee termination costs (2)(4)	 	2.7		 	0.02		 	2.8		 	0.02		 	9.5		 	0.07		 	5.9		 	0.04		
Debt amendment costs (2)(4)	 	—		 	—		 	—		 	—		 	—		 	—		 	4.2		 	0.03		
Loss on extinguishment of debt	 	—		 	—		 	—		 	—		 	—		 	—		 	0.8		 	0.01		
Acquisition and integration related costs (2)(4)	 	5.5		 	0.04		 	1.3		 	0.01		 	6.9		 	0.05		 	2.0		 	0.01		
Other (2)(4)	 	(2.1	)	 	(0.01	)	 	0.4		 	—		 	1.7		 	0.02		 	6.7		 	0.05		
Benefit from income taxes related to reconciling items (5)	 	(2.6	)	 	(0.02	)	 	(2.2	)	 	(0.02	)	 	(7.5	)	 	(0.05	)	 	(12.3	)	 	(0.10	)	
Other non-recurring tax items (2)(5)	 	0.6		 	—		 	—		 	—		 	(7.4	)	 	(0.05	)	 	—		 	—		
Adjusted net income	 	$	56.8		 	$	0.40		 	$	51.1		 	$	0.36		 	$	182.7		 	$	1.29		 	$	149.0		 	$	1.05		
Stock-based compensation expense	 	4.0		 	 	 	4.5		 	 	 	17.7		 	 	 	16.0		 	 	
Non-operating retirement benefits (6)	 	(3.3	)	 	 	 	(2.7	)	 	 	 	(10.2	)	 	 	 	(7.5	)	 	 	
Interest expense, net	 	32.2		 	 	 	38.4		 	 	 	99.1		 	 	 	110.0		 	 	
Depreciation	 	31.5		 	 	 	32.5		 	 	 	93.8		 	 	 	102.5		 	 	
Amortization	 	13.5		 	 	 	16.8		 	 	 	40.7		 	 	 	50.0		 	 	
All remaining provision for income taxes (5)	 	22.3		 	 	 	8.7		 	 	 	72.6		 	 	 	27.7		 	 	
Adjusted EBITDA	 	$	157.0		 	 	 	$	149.3		 	 	 	$	496.4		 	 	 	$	447.7		 	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Weighted average common shares outstanding:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Basic	 	141.2		 	 	 	140.4		 	 	 	141.1		 	 	 	140.0		 	 	
Diluted (7)	 	142.3		 	 	 	141.4		 	 	 	142.1		 	 	 	141.3		 	 	

(1)	Calculation based on dilutive share count.	
		
(2)	The quarter-to-date period is calculated so the sum of quarterly amounts equals the year-to-date period. Immaterial differences may exist due to rounding.	
		
(3)	As a result of changes in the number of shares outstanding during the year and rounding, the sum of the quarters' earnings per share may not equal the earnings per share for any year-to-date period.	
		
(4)	Reconciling items represent items disclosed in Schedule B and Schedule C included in this document, excluding stock-based compensation and non-operating retirement benefits.	
		
(5)	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.	
		
(6)	Includes the non-operating retirement benefit items currently disclosed in Schedule C. These items were previously reported in warehouse, selling and administrative (operating expenses) that have moved to other income (expense), net as part of the adoption of the FASB retirement benefits accounting pronouncement.	
		
(7)	Diluted earnings per share is calculated using net income (loss) or adjusted net income (loss) 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.	

Third Quarter 2018 Earnings Call November 6, 2018

 

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” or “continue” or the negatives or variations of these terms. 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 (exclusive of depreciation), gross margin (exclusive of depreciation), delivered gross profit (exclusive of depreciation), Adjusted EBITDA, Adjusted EBITDA margin, Adjusted net income and Adjusted earnings per share ("Adjusted EPS"). 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. 2

 

Third Quarter 2018 Overview Highlights Challenges • GAAP EPS grew 25.0% to $0.35 • Canada business impacted by temporary factors • Adjusted EPS rose 11.1% to $0.40 • Freight markets remain challenging • Double-digit Adjusted EBITDA growth (CN) across all segments • Early signs of demand uncertainty except Canada • USA transformation progress is • 8th consecutive quarter of positive but uneven, as expected Adjusted EBITDA growth • FX headwinds • Disciplined spending and strong operating leverage • Leverage reduced to 3.9x • Announced acquisition of Nexeo CN -> Currency Neutral 3

 

Third Quarter 2018 Financial Summary Global double digit growth outside of Canada Q3 GAAP EPS (1) $0.35 vs. $0.28 prior year Ÿ Reported net income rose 27.5% to $49.6 million vs. $38.9 million in the prior year Ÿ GAAP EPS increased 25.0% to $0.35 Q3 Adjusted EPS (1)(2) $0.40 vs. $0.36 prior year Ÿ Higher tax rate was a $0.08 per share headwind Ÿ Additional pressure from FX translation rates Q3 Adjusted EBITDA (1) $157.0 million vs. $149.3 million in 2017 Ÿ Mix improvement led to ninth consecutive quarter of higher profitability per pound Ÿ Solid operating leverage resulted in a conversion ratio increase of 70 basis points Ÿ Adjusted EBITDA margin improved for the ninth quarter in a row, increasing 10 basis points to 7.4% Ÿ Strong free cash flow supported continued deleveraging (1) Variances to Q3 2017. (2) 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. 4

 

Balance Sheet Highlights Deleveraging on-track LTM ended September 30, ($ in millions) 2018 2017 Y/Y Net Debt (1) $2,523.8 $2,676.9 ($153.1) Leverage (2) 3.9x 4.6x (0.7x) Interest Coverage (3) 5.1x 4.2x 0.9x Return on Assets Deployed (4) 24.6% 21.9% 270 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) Net Debt divided by last 12 months (LTM) of Adjusted EBITDA. (3) Interest coverage defined as LTM Adjusted EBITDA / LTM Cash Interest (net of interest income). (4) LTM Earnings before Interest, Taxes and Amortization (EBITA) divided by trailing 13 month average of net PP&E plus net working capital (accounts receivable plus inventory less accounts payable). 5

 

Univar – Consolidated Highlights ($ in millions) KEY METRICS Improving execution Three months ended 2018 2017 Y/Y drives profitable gains September 30, • Sales force becoming more External Net Sales $2,130.7 $2,048.7 4.0% effective Currency Neutral -- -- 6.2% • Institutionalizing commercial (1) disciplines to support sustainable Gross Profit $468.7 $454.8 3.1% growth Gross Margin (2) 22.0% 22.2% -20 bps • Operational productivity tracking Outbound freight $82.7 $74.8 10.6% well to targets and handling • Expanded conversion ratio by 70 (3) basis points Del. Gross Profit $386.0 $380.0 1.6% Adjusted EBITDA $157.0 $149.3 5.2% Currency Neutral -- -- 8.2% Adjusted EBITDA Margin 7.4% 7.3% +10 bps Conversion Ratio (4) 33.5% 32.8% +70 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

 

USA – Highlights ($ in millions) KEY METRICS Transformation Three months ended 2018 2017 Y/Y advances September 30, • Double-digit Adjusted External Net Sales $1,285.3 $1,185.0 8.5% EBITDA growth from solid top line growth and strong Gross Profit (1) $290.4 $273.4 6.2% operating leverage • Margins impacted by Gross Margin (2) 22.6% 23.1% -50 bps seasonal product mix and Outbound freight inflation in chemical prices $56.1 $50.3 11.5% and handling Del. Gross Profit (3) $234.3 $223.1 5.0% Adjusted EBITDA $99.4 $90.4 10.0% Adjusted EBITDA Margin 7.7% 7.6% +10 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

 

CANADA – Highlights ($ in millions) KEY METRICS Strength in industrial Three months ended 2018 2017 Y/Y chemicals offset by September 30, temporary impacts External Net Sales $273.5 $299.9 (8.8)% • Double-digit Adjusted EBITDA Currency Neutral -- -- (3.3)% growth in Eastern Canada industrial markets Gross Profit (1) $48.7 $56.2 (13.3)% • Growth more than offset by Currency Neutral -- -- (8.4)% weather-disrupted agriculture market and large customer Gross Margin (2) 17.8% 18.7% -90 bps partial plant shutdown Outbound freight $10.1 $9.1 11.0% • FX headwinds and handling Del. Gross Profit (3) $38.6 $47.1 (18.0)% Adjusted EBITDA $19.2 $25.2 (23.8)% Currency Neutral -- -- (17.9)% Adjusted EBITDA Margin 7.0% 8.4% -140 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

 

EMEA – Highlights ($ in millions) KEY METRICS Strongest growth Three months ended 2018 2017 Y/Y region September 30, • Double-digit Adjusted EBITDA External Net Sales $472.4 $456.9 3.4% growth in Focused Industries Currency Neutral -- -- 7.0% • Gross margin, Adjusted EBITDA margin, and Gross Profit (1) $107.9 $102.9 4.9% conversion ratio rise Currency Neutral -- -- 8.6% • New supplier authorizations and extensions increasing Gross Margin (2) 22.8% 22.5% +30 bps • FX headwinds Outbound freight $14.6 $13.8 5.8% and handling Del. Gross Profit (3) $93.3 $89.1 4.7% Adjusted EBITDA $35.6 $30.9 15.2% Currency Neutral -- -- 20.7% Adjusted EBITDA Margin 7.5% 6.8% +70 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

 

REST OF WORLD – Highlights ($ in millions) KEY METRICS Double-digit growth Three months ended 2018 2017 Y/Y offset by FX headwinds September 30, • Growth in Brazil and increasing External Net Sales $99.5 $106.9 (6.9)% profitability in Asia Pacific Currency Neutral -- -- 4.2% • Gross margin improved due to favorable mix Gross Profit (1) $21.7 $22.3 (2.7)% • Strong operating leverage Currency Neutral -- -- 11.7% Gross Margin (2) 21.8% 20.9% +90 bps Outbound freight $1.9 $1.6 18.8% and handling Del. Gross Profit (3) $19.8 $20.7 (4.3)% Adjusted EBITDA $9.1 $9.3 (2.2)% Currency Neutral -- -- 12.9% Adjusted EBITDA Margin 9.1% 8.7% +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. 10

 

Cash Flow Highlights Three months ended September 30, ($ in millions) 2018 2017 Y/Y Net cash provided by operating $46.4 $48.3 (3.9)% activities Cash Interest (net) ($37.5) ($41.4) (9.4)% Cash Taxes ($11.0) ($3.4) 223.5 % Pension Contribution ($6.6) ($13.6) (51.5)% Net Working Capital ($60.2) ($31.6) 90.5 % Capital Expenditures (1) ($14.8) ($19.4) (23.7)% Acquisitions $0.4 ($23.9) NM (1) Excludes additions from capital leases. 11

 

OUTLOOK EXPECTATIONS Q4 2018 & Full Year 2018 2018 Full Year 2018 Advance Commercial Greatness, Adjusted EBITDA Operational Excellence and One Univar high single digit % growth initiatives versus 2017 (1) Selective commercial and technology investments Q4 2018 Strategic, selective and disciplined Adjusted EBITDA acquisition approach essentially flat to Q4 2017 (2) result Continue to de-leverage the balance sheet Transformation into a growth company (1) Assumes growth of 2017 Adjusted EBITDA of $603.7 million, restated for the adoption of the FASB retirement benefits pronouncement or $593.8 million. (2) Q4 17 Adjusted EBITDA of $148.5 million, restated for the adoption of the FASB retirement benefits pronouncement or $146.1 million. 12

 

Nexeo Acquisition Overview Transaction Details Strategic Rationale (3) Financial Benefits (3) • Univar to acquire 100% • Combined Company will • $100 million of operating of the outstanding shares drive growth and synergies expected of Nexeo (NASDAQ: shareholder value annually from combining NXEO) • North America's largest chemicals and • Transaction is inclusive of chemicals and ingredients businesses Nexeo net debt and other ingredients sales force • $15 million in annual run obligations • Broadest product offering rate capex savings • Per share consideration: • Most efficient supply • Accretive to earnings and each Nexeo share chain network in the cash flow beginning in receives 0.305 shares of industry the first full year post Univar common stock closing (1) • Accelerates digital plus $3.29 in cash transformation • $375 million+ annual free • Expected 1H19 close (2) cash flow (4) in first full year post closing Accelerating Univar's Transformation and Growth (1) Cash consideration of $3.29 per share is subject to reduction by up to $0.41 per share based on the closing price of Univar common stock on the day prior to the consummation of the acquisition. The cash consideration will be reduced on a linear basis from $3.29 to $2.88 per share of Nexeo common stock to the extent that the closing price of Univar common stock is between $25.34 and $22.18. If the closing price of Univar common stock is $22.18 per share or lower, the cash consideration will be $2.88 per share of Nexeo common stock. If the closing price of Univar common stock is $25.34 per share or higher, the cash consideration will be $3.29 per share of Nexeo common stock. Following the closing, existing Nexeo equity warrants will be exercisable for the merger consideration on a cashless basis in accordance with the terms of the warrant agreement, which can be found in Nexeo’s SEC filings. (2) The transaction is expected to close during the first half of 2019, subject to the approval of both Univar and Nexeo shareholders, as well as receipt of regulatory approvals and satisfaction of other customary conditions. (3) Anticipated assuming transaction close. (4) Including net one-time integration costs. 13

 

Full-Year 2018 Guidance Year ended December 31, ($ in millions, except per share data) 2018 2017 Adjusted EPS ~$1.60 $1.39 high single digit Adjusted EBITDA $593.8 (1) % growth Cash Interest (net) ~($125) ($136.3) Tax Rate on Adjusted EPS ~28% 16.3% Pension Contribution ~($42) ($38.2) Change in Net Working Capital ~($50 - 100) ($52.6) Capital Expenditures ~($90) ($82.7) Debt Amortization ~($17) ($89.2) (1) Restated to reflect the adoption of the FASB retirement benefits pronouncement. Note: Cash inflow +/ Cash outflow - 14

 

Appendix - Q3 2018 Adjusted Net Income and Adjusted EBITDA Reconciliation Three months ended September 30, 2018 2017 ($ in millions, except per share data) Amount per share (1) Amount per share (1) Net income $49.6 $0.35 $38.9 $0.28 Other operating expenses, net (excluding $8.4 $0.06 $7.3 $0.05 stock-based compensation) Other expense, net (excluding non- $0.8 $0.01 $7.1 $0.05 operating retirement benefits) Benefit from income taxes related to ($2.6 ) ($0.02 ) ($2.2 ) ($0.02 ) reconciling items Other non-recurring tax items $0.6 $— $— $— Adjusted net income $56.8 $0.40 $51.1 $0.36 Stock-based compensation expense $4.0 $4.5 Non-operating retirement benefits ($3.3 ) ($2.7 ) Interest expense, net $32.2 $38.4 Depreciation and amortization $45.0 $49.3 All remaining provision for income taxes $22.3 $8.7 Adjusted EBITDA $157.0 $149.3 (1) Immaterial differences may exist in summation of per share amounts due to rounding. 15