10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

__________________________________________________________ 

Form 10-Q

_________________________________________________________ 

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2021

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                  to                 

Commission File Number 001-37443

__________________________________________________________ 

Univar Solutions Inc.

(Exact name of registrant as specified in its charter)

__________________________________________________________ 

Delaware	26-1251958
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

3075 Highland Parkway, Suite 200	Downers Grove,	Illinois	60515
(Address of principal executive offices)			(Zip Code)

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

__________________________________________________________ 

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  ☒     No  ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    ☒  Yes    ☐  No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. 

Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ☐    No  ☒

At July 22, 2021, 170,908,008 shares of the registrant’s common stock, $0.01 par value, were outstanding.

Univar Solutions Inc.

Form 10-Q

For the quarterly period ended June 30, 2021

TABLE OF CONTENTS

 

Part I. FINANCIAL INFORMATION	Page
Item 1. Financial Statements (Unaudited)
Condensed Consolidated Statements of Operations	1
Condensed Consolidated Statements of Comprehensive Income (Loss)	2
Condensed Consolidated Balance Sheets	3
Condensed Consolidated Statements of Cash Flows	4
Condensed Consolidated Statements of Changes in Stockholders’ Equity	5
Notes to Condensed Consolidated Financial Statements (Unaudited)	7
Note 1: Nature of operations	7
Note 2: Significant accounting policies	7
Note 3: Business combinations	8
Note 4: Dispositions	8
Note 5: Revenue	9
Note 6: Other operating expenses, net	10
Note 7: Restructuring charges	10
Note 8: Other income (expense), net	11
Note 9: Employee benefit plans	11
Note 10: Income taxes	12
Note 11: Earnings per share	12
Note 12: Accumulated other comprehensive loss	13
Note 13: Debt	14
Note 14: Supplemental balance sheet information	16
Note 15: Fair value measurements	18
Note 16: Derivatives	18
Note 17: Commitments and contingencies	20
Note 18: Leasing	21
Note 19: Segments	23
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	26
Item 3. Quantitative and Qualitative Disclosures about Market Risk	43
Item 4. Controls and Procedures	43
Part II. OTHER INFORMATION
Item 1. Legal Proceedings	43
Item 1A. Risk Factors	43
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	43
Item 3. Defaults upon Senior Securities	43
Item 4. Mine Safety Disclosures	43
Item 5. Other Information	44
Item 6. Exhibits	44
Signatures	45

PART I.

FINANCIAL INFORMATION

Item 1.    Financial Statements

Univar Solutions Inc.

Condensed Consolidated Statements of Operations

(Unaudited)

		Three months ended June 30,				Six months ended June 30,
(in millions, except per share data)	Note	2021		2020		2021		2020
Net sales		$	2,394.1	$	2,009.2	$	4,549.5	$	4,220.4
Cost of goods sold (exclusive of depreciation)		1,791.6		1,520.1		3,404.6		3,198.7
Operating expenses:
Outbound freight and handling		$	97.8	$	80.7	$	189.2	$	172.2
Warehousing, selling and administrative		307.2		245.5		576.0		525.0
Other operating expenses, net (1)	6	29.9		24.8		74.1		55.2
Depreciation		37.3		40.4		81.1		82.1
Amortization		13.2		14.8		26.3		30.6
Impairment charges	14	2.1		16.9		2.1		16.9
Total operating expenses		$	487.5	$	423.1	$	948.8	$	882.0
Operating income		$	115.0	$	66.0	$	196.1	$	139.7
Other income (expense):
Interest income		$	0.7	$	0.2	$	1.1	$	1.2
Interest expense		(26.4)		(30.1)		(53.4)		(59.2)
Gain (loss) on sale of business	4	87.6		—		88.2		(8.6)
Loss on extinguishment of debt	13	(2.0)		—		(2.2)		(1.8)
Other income (expense), net (1)	8	5.3		(22.7)		34.2		(2.3)
Total other income (expense)		$	65.2	$	(52.6)	$	67.9	$	(70.7)
Income before income taxes		$	180.2	$	13.4	$	264.0	$	69.0
Income tax expense	10	27.0		11.6		44.6		11.3
Net income		$	153.2	$	1.8	$	219.4	$	57.7
Income per common share:
Basic income per common share	11	$	0.90	$	0.01	$	1.29	$	0.34
Diluted income per common share	11	$	0.90	$	0.01	$	1.29	$	0.34
Weighted average common shares outstanding:
Basic	11	169.9		168.9		169.6		168.8
Diluted	11	170.9		169.6		170.4		169.6

(1)For the three and six months ended June 30, 2020, the fair value adjustment for warrants was reclassified to other income (expense), net, from other operating expenses, net, to conform to the current year presentation. Refer to “Note 2: Significant accounting policies” for more information.

The accompanying notes are an integral part of these condensed consolidated financial statements.

1

Univar Solutions Inc.

Condensed Consolidated Statements of Comprehensive Income (Loss)

(Unaudited)

		Three months ended June 30,				Six months ended June 30,
(in millions)	Note	2021		2020		2021		2020
Net income		$	153.2	$	1.8	$	219.4	$	57.7
Other comprehensive income (loss), net of tax:
Foreign currency translation	12	$	38.1	$	19.7	$	38.9	$	(74.4)
Pension and other postretirement benefits adjustment	12	(0.2)		0.1		(2.6)		0.1
Derivative financial instruments	12	1.5		(5.3)		8.1		(21.4)
Total other comprehensive income (loss), net of tax		$	39.4	$	14.5	$	44.4	$	(95.7)
Comprehensive income (loss)		$	192.6	$	16.3	$	263.8	$	(38.0)

The accompanying notes are an integral part of these condensed consolidated financial statements.

2

Univar Solutions Inc.

Condensed Consolidated Balance Sheets

(Unaudited)

(in millions, except per share data)	Note	June 30, 2021		December 31, 2020
Assets
Current assets:
Cash and cash equivalents		$	207.0	$	386.6
Trade accounts receivable, net of allowance for doubtful accounts of $19.3 and $17.2 at June 30, 2021 and December 31, 2020, respectively	14	1,532.8		1,239.8
Inventories		786.1		674.0
Prepaid expenses and other current assets		175.4		151.5
Total current assets		$	2,701.3	$	2,451.9
Property, plant and equipment, net	14	$	1,028.4	$	1,065.7
Goodwill	14	2,281.0		2,270.4
Intangible assets, net	14	227.5		251.9
Deferred tax assets		29.2		29.6
Other assets		280.8		285.5
Total assets		$	6,548.2	$	6,355.0
Liabilities and stockholders’ equity
Current liabilities:
Short-term financing	13	$	8.4	$	2.1
Trade accounts payable		953.1		765.1
Current portion of long-term debt	13	129.1		163.5
Accrued compensation		131.2		102.2
Other accrued expenses	14	344.8		374.1
Total current liabilities		$	1,566.6	$	1,407.0
Long-term debt	13	$	2,215.1	$	2,477.1
Pension and other postretirement benefit liabilities		295.2		308.8
Deferred tax liabilities		38.8		39.3
Other long-term liabilities		333.9		330.5
Total liabilities		$	4,449.6	$	4,562.7
Stockholders’ equity:
Preferred stock, 200.0 million shares authorized at $0.01 par value with no shares issued or outstanding at June 30, 2021 and December 31, 2020		$	—	$	—
Common stock, 2.0 billion shares authorized at $0.01 par value with 170.9 million and 169.3 million shares issued and outstanding at June 30, 2021 and December 31, 2020, respectively		1.7		1.7
Additional paid-in capital		3,025.8		2,983.3
Accumulated deficit		(586.2)		(805.6)
Accumulated other comprehensive loss	12	(342.7)		(387.1)
Total stockholders’ equity		$	2,098.6	$	1,792.3
Total liabilities and stockholders’ equity		$	6,548.2	$	6,355.0

The accompanying notes are an integral part of these condensed consolidated financial statements.

3

Univar Solutions Inc.

Condensed Consolidated Statements of Cash Flows

(Unaudited)

		Six months ended June 30,
(in millions)	Note	2021		2020
Operating activities:
Net income		$	219.4	$	57.7
Adjustments to reconcile net income to net cash (used) provided by operating activities:
Depreciation and amortization		107.4		112.7
Impairment charges	14	2.1		16.9
Amortization of deferred financing fees and debt discount		3.4		3.3
Amortization of pension (credits) cost from accumulated other comprehensive loss	12	(3.1)		0.1
(Gain) loss on sale of business	4	(88.2)		8.6
Gain on sale of property, plant and equipment	6	(3.1)		(7.5)
Loss on extinguishment of debt	13	2.2		1.8
Deferred income taxes		(2.0)		(4.5)
Stock-based compensation expense	6	9.2		8.3
Fair value adjustment for warrants (1)	15	(33.8)		(7.5)
Other		2.3		1.8
Changes in operating assets and liabilities:
Trade accounts receivable, net		(321.0)		(111.1)
Inventories		(122.6)		22.0
Prepaid expenses and other current assets		(42.7)		(24.6)
Trade accounts payable		207.4		30.3
Pensions and other postretirement benefit liabilities		(16.0)		(8.1)
Other, net (1)		70.5		(26.7)
Net cash (used) provided by operating activities		$	(8.6)	$	73.5
Investing activities:
Purchases of property, plant and equipment		$	(38.9)	$	(45.0)
Proceeds from sale of property, plant and equipment		8.5		13.0
Proceeds (payments) from sale of business	4	136.3		(8.2)
Other		(2.3)		(7.0)
Net cash provided (used) by investing activities		$	103.6	$	(47.2)
Financing activities:
Proceeds from issuance of long-term debt, net	13	$	995.0	$	—
Payments on long-term debt and finance lease obligations	13	(1,330.0)		(189.3)
Net proceeds under revolving credit facilities	13	25.5		384.4
Short-term financing, net	13	7.6		3.5
Financing fees paid		(1.0)		—
Taxes paid related to net share settlements of stock-based compensation awards		(2.5)		(1.4)
Stock option exercises		7.8		0.7
Proceeds from the exercise of warrants	15	27.1		—
Other		0.8		0.7
Net cash (used) provided by financing activities		$	(269.7)	$	198.6
Effect of exchange rate changes on cash and cash equivalents		$	(4.9)	$	(7.8)
Net (decrease) increase in cash and cash equivalents		(179.6)		217.1
Cash and cash equivalents at beginning of period		386.6		330.3
Cash and cash equivalents at end of period		$	207.0	$	547.4
Supplemental disclosure of cash flow information:
Cash paid during the period for:
Income taxes		$	35.2	$	20.2
Interest, net of capitalized interest		46.0		50.5
Non-cash activities:
Additions of property, plant and equipment included in trade accounts payable and other accrued expenses		$	5.3	$	3.8
Additions of property, plant and equipment under a finance lease obligation		8.0		23.2
Additions of assets under an operating lease obligation		25.8		26.5

(1)For the six months ended June 30, 2020, the amount included in fair value adjustment for warrants, which was previously included in other, net, is now presented separately to conform to the current year presentation. Refer to “Note 2: Significant accounting policies” for more information.

The accompanying notes are an integral part of these condensed consolidated financial statements.

4

Univar Solutions Inc.

Condensed Consolidated Statements of Changes in Stockholders’ Equity

(Unaudited)

(in millions)	Common stock (shares)	Common stock		Additional paid-in capital		Accumulated deficit		Accumulated other comprehensive loss		Total
Balance, January 1, 2021	169.3	$	1.7	$	2,983.3	$	(805.6)	$	(387.1)	$	1,792.3
Net income	—	—		—		219.4		—		219.4
Foreign currency translation adjustment	—	—		—		—		38.9		38.9
Pension and other postretirement benefits adjustment, net of tax $0.5	—	—		—		—		(2.6)		(2.6)
Derivative financial instruments, net of tax $(2.7)	—	—		—		—		8.1		8.1
Common stock issued upon the exercise of warrants	1.0	—		26.8		—		—		26.8
Restricted stock units vested	0.4	—		—		—		—		—
Tax withholdings related to net share settlements of stock-based compensation awards	(0.1)	—		(2.5)		—		—		(2.5)
Stock option exercises	0.3	—		7.8		—		—		7.8
Employee stock purchase plan	—	—		0.8		—		—		0.8
Stock-based compensation expense	—	—		9.2		—		—		9.2
Other	—	—		0.4		—		—		0.4
Balance, June 30, 2021	170.9	$	1.7	$	3,025.8	$	(586.2)	$	(342.7)	$	2,098.6

(in millions)	Common stock (shares)	Common stock		Additional paid-in capital		Accumulated deficit		Accumulated other comprehensive loss		Total
Balance, April 1, 2021	169.6	$	1.7	$	2,988.8	$	(739.4)	$	(382.1)	$	1,869.0
Net income	—	—		—		153.2		—		153.2
Foreign currency translation adjustment	—	—		—		—		38.1		38.1
Pension and other postretirement benefits adjustment	—	—		—		—		(0.2)		(0.2)
Derivative financial instruments, net of tax $(0.5)	—	—		—		—		1.5		1.5
Common stock issued upon the exercise of warrants	1.0	—		26.8		—		—		26.8
Restricted stock units vested	0.1	—		—		—		—		—
Tax withholdings related to net share settlements of stock-based compensation awards	—	—		(0.4)		—		—		(0.4)
Stock option exercises	0.2	—		6.3		—		—		6.3
Employee stock purchase plan	—	—		0.8		—		—		0.8
Stock-based compensation expense	—	—		3.3		—		—		3.3
Other	—	—		0.2		—		—		0.2
Balance, June 30, 2021	170.9	$	1.7	$	3,025.8	$	(586.2)	$	(342.7)	$	2,098.6

The accompanying notes are an integral part of these condensed consolidated financial statements.

5

Univar Solutions Inc.

Condensed Consolidated Statements of Changes in Stockholders’ Equity

(Unaudited)

(in millions)	Common stock (shares)	Common stock		Additional paid-in capital		Accumulated deficit		Accumulated other comprehensive loss		Total
Balance, January 1, 2020	168.7	$	1.7	$	2,968.9	$	(858.5)	$	(379.3)	$	1,732.8
Net income	—	—		—		57.7		—		57.7
Foreign currency translation adjustment, net of tax $(4.7)	—	—		—		—		(74.4)		(74.4)
Pension and other postretirement benefits adjustment	—	—		—		—		0.1		0.1
Derivative financial instruments, net of tax $9.3	—	—		—		—		(21.4)		(21.4)
Restricted stock units vested	0.3	—		—		—		—		—
Tax withholdings related to net share settlements of stock-based compensation awards	(0.1)	—		(1.4)		—		—		(1.4)
Stock option exercises	0.1	—		0.7		—		—		0.7
Employee stock purchase plan	—	—		0.7						0.7
Stock-based compensation expense	—	—		8.3		—		—		8.3
Other	—	—		0.1		—		—		0.1
Balance, June 30, 2020	169.0	$	1.7	$	2,977.3	$	(800.8)	$	(475.0)	$	1,703.2

(in millions)	Common stock (shares)	Common stock		Additional paid-in capital		Accumulated deficit		Accumulated other comprehensive loss		Total
Balance, April 1, 2020	168.9	$	1.7	$	2,974.0	$	(802.6)	$	(489.5)	$	1,683.6
Net income	—	—		—		1.8		—		1.8
Foreign currency translation adjustment	—	—		—		—		19.7		19.7
Pension and other postretirement benefits adjustment	—	—		—		—		0.1		0.1
Derivative financial instruments, net of tax $2.3	—	—		—		—		(5.3)		(5.3)
Restricted stock units vested	0.1	—		—		—		—		—
Tax withholdings related to net share settlements of stock-based compensation awards	—	—		(0.1)		—		—		(0.1)
Employee stock purchase plan	—	—		0.7		—		—		0.7
Stock-based compensation expense	—	—		2.6		—		—		2.6
Other	—	—		0.1		—		—		0.1
Balance, June 30, 2020	169.0	$	1.7	$	2,977.3	$	(800.8)	$	(475.0)	$	1,703.2

The accompanying notes are an integral part of these condensed consolidated financial statements.

6

Univar Solutions Inc.

Notes to Condensed Consolidated Financial Statements (Unaudited)

1. Nature of operations

Headquartered in Downers Grove, Illinois, Univar Solutions Inc. (“Univar Solutions,” “Company,” “we,” “our” and “us”) is a leading global chemical and ingredient distributor and provider of value-added services to customers across a wide range of industries. The Company’s operations are structured into four reportable segments that represent the geographic areas under which the Company manages its business:

•Univar Solutions USA (“USA”)

•Univar Solutions Europe and the Middle East and Africa (“EMEA”)

•Univar Solutions Canada (“Canada”)

•Univar Solutions Latin America (“LATAM”)

LATAM includes certain developing businesses in Latin America and the Asia-Pacific region.

2. Significant accounting policies

Basis of presentation

The condensed consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) as applicable to interim financial reporting. These condensed consolidated financial statements, in the Company’s opinion, include all adjustments consisting of normal recurring accruals necessary for a fair presentation of the condensed consolidated balance sheets, statements of operations, comprehensive income, cash flows and changes in stockholders’ equity. The results of operations for the periods presented are not necessarily indicative of the operating results that may be expected for the full year. The accompanying condensed consolidated financial statements of Univar Solutions includes the combined results of all directly and indirectly controlled companies, which have been adjusted to account for the elimination of intercompany balances and transactions.

The preparation of condensed consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the amounts reported and disclosed in the financial statements and accompanying notes. Actual results could differ materially from these estimates. These condensed consolidated financial statements and related footnotes are unaudited and should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2020.

Beginning with the first quarter of 2021, the Company recorded the change in the fair value of the warrants in other income (expense), net to properly reflect the non-operating nature of the warrant liability. The Company reclassified the change in the fair value of the warrants in its condensed consolidated statement of operations for the three and six months ended June 30, 2020 from other operating expenses, net to other income (expense), net to conform to the current period presentation. In addition, on our condensed consolidated statement of cash flows for the six months ended June 30, 2020, the change in the fair value is now presented separately as fair value adjustments for warrants, which was previously included in other, net, to conform to the current year presentation.

Recently adopted accounting pronouncements

In January 2021, the Company adopted ASU 2019-12 “Income Taxes” (Topic 740) – “Simplifying the Accounting for Income Taxes,” which clarifies and simplifies the accounting for income taxes by eliminating certain exceptions for intra-period tax allocation principles, updating the methodology for calculating income tax rates in an interim period and aligning the recognition of deferred taxes for outside basis differences in an investment, among other updates. The adoption did not have a material impact to the Company’s financial statements and disclosures.

Accounting pronouncements issued and not yet adopted

In March 2020, the FASB issued ASU 2020-04 “Reference Rate Reform” (Topic 848) – “Facilitation of the Effects of Reference Rate Reform on Financial Reporting,” which provides optional expedients and exceptions for applying US GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform from currently referenced rates, such as LIBOR, to alternative rates. In January 2021, the FASB issued ASU 2021-01 “Reference Rate Reform” (Topic 848) that clarifies the scope of ASU 2020-04. The ASU’s were effective beginning March 12, 2020 and the Company may elect to apply the amendments prospectively through December 31, 2022. The Company is currently determining the impacts of the guidance on our consolidated financial statements.

7

3. Business combinations

On December 18, 2020, the Company completed the acquisition of the specialty silicone solutions business of Zhuhai Techi Chem Silicone Industry Corporation (“Techi Chem”), a leading distributor of specialty silicone solutions used primarily for the coatings, adhesives, sealants, and elastomers (“CASE”) market within the China marketplace. The goal of the Techi Chem acquisition is to enhance the Company’s ability to bring differential value to customers and suppliers within the CASE market.

The purchase price of this acquisition was $6.8 million, comprised of $4.6 million cash paid and a $2.2 million contingent consideration component. Refer to “Note 15: Fair value measurements” for further information on the contingent consideration liability. As of December 31, 2020, the Company recorded a preliminary purchase price allocation consisting of goodwill of $3.5 million, intangible assets of $2.7 million, inventories of $1.0 million and other current assets and deferred tax liabilities of $(0.4) million. The goodwill is included in the LATAM segment and is primarily attributable to expected synergies. The Company does not expect the goodwill to be deductible for income tax purposes. The identified intangible assets were related to customer relationships which have a weighted-average amortization period of eight years. The operating results subsequent to the acquisition date did not have a significant impact on the consolidated financial statements of the Company.

As of March 31, 2021, the Company updated the purchase price allocation to reflect final deferred income tax adjustments, resulting in a $0.7 million decrease to goodwill. The accounting for this acquisition was complete as of March 31, 2021.

4. Dispositions

On April 1, 2021, the Company completed the sale of its Distrupol business within the EMEA segment for total cash proceeds of $136.7 million, subject to certain post-closing adjustments. In the second quarter of 2021, the Company recorded a $87.6 million pre-tax gain on sale of business in the condensed consolidated statement of operations, net of a release of cumulative foreign currency translation losses of $18.1 million (refer to “Note 12: Accumulated other comprehensive loss” for more information). The sale of the Distrupol business is exempt from tax under local country subsidiary participation exemptions. The impact of the sale on US income taxes was minimal. The sale of this business does not meet the criteria to be classified as a discontinued operation in the Company’s financial statements because the disposition does not represent a strategic shift that had, or will have, a major effect on the Company’s operations and financial results.

The following summarizes the income before income taxes attributable to this business:

	Three months ended June 30, 2020		Six months ended June 30,
(in millions)			2021		2020
Income before income taxes	$	2.9	$	3.9	$	5.2

On November 30, 2020, the Company completed the sale of its Canadian Agriculture services business for total net cash proceeds of $39.3 million after closing transaction-related expenses. In the fourth quarter of 2020, the Company recorded a $31.5 million pre-tax loss on sale of business in the condensed consolidated statement of operations. In the first quarter of 2021, the Company recognized a favorable adjustment of $0.7 million, decreasing the loss on sale recorded in the fourth quarter of 2020. The sale of this business did not meet the criteria to be classified as a discontinued operation in the Company’s financial statements because the disposition did not represent a strategic shift that had, or will have, a major effect on the Company's operations and financial results.

The following summarizes the income before income taxes attributable to this business:

(in millions)	Three months ended June 30, 2020		Six months ended June 30, 2020
Income before income taxes	$	1.1	$	3.1

On September 1, 2020, the Company completed the sale of its industrial spill and emergency response businesses to EnviroServe Inc. for total net cash proceeds of $6.2 million after transaction-related expenses. In the third quarter of 2020, the Company recorded a $9.3 million pre-tax loss on sale of business in the condensed consolidated statement of operations. In the fourth quarter of 2020 and the first quarter of 2021, we recorded estimated and final net working capital adjustments of $1.2 million and $0.1 million, respectively, increasing the loss on sale recorded in the third quarter of 2020. The sale of these businesses did not meet the criteria to be classified as a discontinued operation in the Company’s financial statements because

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the dispositions did not represent a strategic shift that had, or will have, a major effect on the Company's operations and financial results.

The following summarizes the loss before income taxes attributable to these businesses:

(in millions)	Three months ended June 30, 2020		Six months ended June 30, 2020
Loss before income taxes	$	(19.5)	$	(26.1)

5. Revenue

The Company disaggregates revenues from contracts with customers by both geographic reportable segments and revenue contract types. Geographic reportable segmentation is pertinent to understanding Univar Solutions’ revenues, as it aligns to how the Company reviews the financial performance of its operations. Revenue contract types are differentiated by the type of good or service Univar Solutions offers customers, since the contractual terms necessary for revenue recognition are unique to each of the identified revenue contract types.

The following tables disaggregate external customer net sales by major stream:

	USA		EMEA		Canada		LATAM		Consolidated
(in millions)	Three months ended June 30, 2021
Chemical Distribution	$	1,428.7	$	504.0	$	233.9	$	148.8	$	2,315.4
Services	71.5		—		4.7		2.5		78.7
Total external customer net sales	$	1,500.2	$	504.0	$	238.6	$	151.3	$	2,394.1
	USA		EMEA		Canada		LATAM		Consolidated
(in millions)	Three months ended June 30, 2020
Chemical Distribution	$	1,097.1	$	409.3	$	172.0	$	96.8	$	1,775.2
Crop Sciences	—		—		147.4		—		147.4
Services	72.3		0.3		12.1		1.9		86.6
Total external customer net sales	$	1,169.4	$	409.6	$	331.5	$	98.7	$	2,009.2

	USA		EMEA		Canada		LATAM		Consolidated
(in millions)	Six months ended June 30, 2021
Chemical Distribution	$	2,650.9	$	1,009.7	$	452.6	$	280.8	$	4,394.0
Services	142.3		0.2		8.7		4.3		155.5
Total external customer net sales	$	2,793.2	$	1,009.9	$	461.3	$	285.1	$	4,549.5
	USA		EMEA		Canada		LATAM		Consolidated
(in millions)	Six months ended June 30, 2020
Chemical Distribution	$	2,367.6	$	869.2	$	380.3	$	202.1	$	3,819.2
Crop Sciences	—		—		211.8		—		211.8
Services	159.3		0.7		25.2		4.2		189.4
Total external customer net sales	$	2,526.9	$	869.9	$	617.3	$	206.3	$	4,220.4

Deferred revenue

Deferred revenues are recognized as contract liabilities when customers provide Univar Solutions with consideration prior to the Company satisfying the performance obligations and are recognized in revenue when the performance obligations are met. Deferred revenues relate to revenues that are expected to be recognized within one year and are recorded within the other accrued expenses line items of the condensed consolidated balance sheets. Deferred revenues as of June 30, 2021 and December 31, 2020 were $5.0 million and $5.8 million, respectively.

Revenue recognized through the six months ended June 30, 2021 and 2020 from amounts included in contract liabilities at the beginning of the period were $4.6 million and $64.4 million, respectively. The year-over-year decrease in revenue recognized from contract liabilities is primarily due to the prior year wind down of the Canadian Agriculture wholesale distribution business which was operationally completed by December 31, 2020.

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6. Other operating expenses, net

Other operating expenses, net consisted of the following:

	Three months ended June 30,				Six months ended June 30,
(in millions)	2021		2020		2021		2020
Acquisition and integration related expenses	$	16.4	$	14.3	$	32.8	$	31.8
Stock-based compensation expense	3.3		2.6		9.2		8.3
Restructuring (credits) charges (1)	(0.1)		6.3		0.1		8.8
Other employee severance costs	2.0		2.8		4.9		8.3
Other facility closure costs	0.5		0.1		0.5		2.0
Multi-employer pension plan exit liability (2)	12.8		—		31.2		—
Gain on sale of property, plant and equipment	(2.0)		(2.2)		(3.1)		(7.5)
Other	(3.0)		0.9		(1.5)		3.5
Total other operating expenses, net (3)	$	29.9	$	24.8	$	74.1	$	55.2

(1)Refer to “Note 7: Restructuring charges” for more information.

(2)Refer to “Note 9: Employee benefit plans” for more information.

(3)For the three and six months ended June 30, 2020, the fair value adjustment for warrants was reclassified to other income (expense), net, from other operating expenses, net, to conform to the current year presentation. Refer to “Note 2: Significant accounting policies” for more information.

7. Restructuring charges

Restructuring charges relate to the implementation of several regional strategic initiatives aimed at streamlining the Company’s cost structure and improving its operations. These actions primarily resulted in workforce reductions and other facility rationalization costs. Restructuring charges are recorded in other operating expenses, net in the condensed consolidated statement of operations.

2020 Restructuring

During the fourth quarter of 2020, the Company approved a plan to wind down its Canadian Agriculture wholesale distribution business as part of an in-depth review of the changing dynamics within the agriculture industry. The actions associated with this program were substantially complete as of December 31, 2020. During 2021, the Company adjusted its previously disclosed estimate and recorded an additional charge to earnings of $0.1 million within employee termination costs.

As a result of this plan, we recorded the following charges:

(in millions)	Three months ended June 30, 2021		Six months ended June 30, 2021		Cumulative costs		Anticipated total costs
Canada:
Employee termination costs	$	(0.1)	$	0.1	$	1.8	$	1.8
Other exit costs	—		—		2.2		2.2
Total	$	(0.1)	$	0.1	$	4.0	$	4.0

The following table summarizes activity related to accrued liabilities associated with restructuring:

(in millions)	January 1, 2021		Charge to earnings		Cash paid		Non-cash and other		June 30, 2021
Employee termination costs	$	3.2	$	0.1	$	(3.6)	$	1.2	$	0.9
Facility exit costs	1.4		—		—		(1.3)		0.1
Other exit costs	2.5		—		(1.5)		—		1.0
Total	$	7.1	$	0.1	$	(5.1)	$	(0.1)	$	2.0

(in millions)	January 1, 2020		Charge to earnings		Cash paid		Non-cash and other		December 31, 2020
Employee termination costs	$	3.7	$	11.7	$	(12.4)	$	0.2	$	3.2
Facility exit costs	1.9		—		(0.5)		—		1.4
Other exit costs	0.2		2.2		—		0.1		2.5
Total	$	5.8	$	13.9	$	(12.9)	$	0.3	$	7.1

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Restructuring liabilities of $1.9 million and $6.6 million were classified as current in other accrued expenses in the condensed consolidated balance sheets as of June 30, 2021 and December 31, 2020, respectively. The long-term portion of restructuring liabilities of $0.1 million and $0.5 million were recorded in other long-term liabilities in the condensed consolidated balance sheets as of June 30, 2021 and December 31, 2020, respectively, and primarily consists of facility exit costs that are expected to be paid within the next five years.

The cost information above does not contain any estimates for programs that may be developed and implemented in future periods. While the Company believes the recorded restructuring liabilities are adequate, revisions to current estimates may be recorded in future periods based on new information as it becomes available.

8. Other income (expense), net

Other income (expense), net consisted of the following:

	Three months ended June 30,				Six months ended June 30,
(in millions)	2021		2020		2021		2020
Foreign currency transactions	$	(3.5)	$	(5.6)	$	(5.3)	$	(6.4)
Foreign currency denominated loans revaluation	—		(0.4)		(0.1)		(0.2)
Undesignated foreign currency derivative instruments(1)	(0.1)		2.1		(1.8)		0.1
Undesignated interest rate and cross currency swap contracts (1)	(0.3)		(1.2)		1.0		(6.0)
Non-operating retirement benefits (2)	4.0		2.1		10.7		4.3
Debt refinancing costs (3)	(6.9)		—		(6.9)		(0.1)
Fair value adjustment for warrants (4)	8.2		(18.8)		33.8		7.5
Other	3.9		(0.9)		2.8		(1.5)
Total other income (expense), net	$	5.3	$	(22.7)	$	34.2	$	(2.3)

(1)Refer to “Note 16: Derivatives” for more information.

(2)Refer to “Note 9: Employee benefit plans” for more information.

(3)Refer to “Note 13: Debt” for more information.

(4)For the three and six months ended June 30, 2020, the fair value adjustment for warrants was reclassified to other income (expense), net, from other operating expenses, net, to conform to the current year presentation. Refer to “Note 2: Significant accounting policies” for more information.

9. Employee benefit plans

The following table summarizes the components of net periodic benefit income recognized in the condensed consolidated statements of operations:

	Domestic - Defined Benefit Pension Plans								Foreign - Defined Benefit Pension Plans
	Three months ended June 30,				Six months ended June 30,				Three months ended June 30,				Six months ended June 30,
(in millions)	2021		2020		2021		2020		2021		2020		2021		2020
Service cost (1)	$	—	$	—	$	—	$	—	$	0.4	$	0.4	$	0.9	$	0.9
Interest cost (2)	4.8		5.8		9.6		11.6		2.5		3.0		5.0		6.1
Expected return on plan assets (2)	(7.3)		(7.2)		(14.6)		(14.3)		(3.8)		(3.8)		(7.6)		(7.8)
Prior service (credit) cost (2)	—		—		—		—		(0.2)		0.1		(3.1)		0.1
Net periodic benefit income	$	(2.5)	$	(1.4)	$	(5.0)	$	(2.7)	$	(1.1)	$	(0.3)	$	(4.8)	$	(0.7)

(1)Service cost is included in warehouse, selling and administrative expenses.

(2)These amounts are included in other income (expense), net, and represent non-operating retirement benefits.

Multi-employer pension plan withdrawal liability

During the first and second quarters of 2021, the Company recognized discounted withdrawal liabilities of $18.4 million and $12.8 million, respectively, related to operating sites exiting the Central States multi-employer pension plan. While the $31.2 million recognized during the six months ended June 30, 2021 represents the Company’s best estimate of the withdrawal liability at this time, actual costs could differ based on final funding assessments. Any changes to the estimate will be recorded in the period identified. The Company estimates its cash obligation to be approximately $1.9 million annually for each of the next 20 years. The net present value of the withdrawal liability was determined using a risk-free interest rate. Amounts associated with the withdrawal liability are included in other operating expenses, net in the condensed consolidated statements of operations and other accrued expenses and other long-term liabilities in the condensed consolidated balance sheets.

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10. Income taxes

The income tax expense and effective income tax rate for the three and six months ended June 30, 2021 and 2020 were as follows:

	Three months ended June 30,						Six months ended June 30,
(dollars in millions)	2021			2020			2021			2020
Income tax expense	$	27.0		$	11.6		$	44.6		$	11.3
Effective income tax rate	15.0		%	86.6		%	16.9		%	16.4		%

Discrete tax expenses of $1.6 million and $2.1 million are included in the $27.0 million and $44.6 million income tax expense for the three and six months ended June 30, 2021, respectively. The Company’s estimated annual effective income tax rate without discrete items was 30.5%, higher than the US federal statutory rate of 21.0%, primarily due to higher rates on foreign earnings, US tax on foreign earnings, US state income taxes, and non-deductible employee costs.

Discrete tax benefits of $4.6 million and $13.5 million are included in the $11.6 million and $11.3 million income tax expense for the three and six months ended June 30, 2020, respectively, primarily attributable to the impairment of unrealizable assets and benefits from provisions under the Coronavirus Aid, Relief and Economic Security Act, which was enacted on March 27, 2020. The Company’s estimated annual effective income tax rate without discrete items was 32.1%, higher than the US federal statutory rate of 21.0%, primarily due to the impact of the higher tax rates in foreign jurisdictions, non-deductible expenses and US state income taxes.

11. Earnings per share

The following table presents the basic and diluted earnings per share computations:

	Three months ended June 30,				Six months ended June 30,
(in millions, except per share data)	2021		2020		2021		2020
Numerator:
Net income	$	153.2	$	1.8	$	219.4	$	57.7
Denominator:
Weighted average common shares outstanding – basic	169.9		168.9		169.6		168.8
Effect of dilutive securities: stock compensation plans	1.0		0.7		0.8		0.8
Weighted average common shares outstanding – diluted	170.9		169.6		170.4		169.6
Basic:
Basic income per common share	$	0.90	$	0.01	$	1.29	$	0.34
Diluted:
Diluted income per common share	$	0.90	$	0.01	$	1.29	$	0.34

The shares that were not included in the computation of diluted earnings per share for those periods because their inclusion would be anti-dilutive were as follows:

	Three months ended June 30,		Six months ended June 30,
(in millions, common shares)	2021	2020	2021	2020
Stock options	1.3	4.7	2.7	4.4
Restricted stock	—	0.5	—	0.4
Warrants	—	7.6	—	7.6

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12. Accumulated other comprehensive loss

The following tables present the changes in accumulated other comprehensive loss by component, net of tax:

(in millions)	Cash flow hedges		Defined benefit pension		Currency translation		Total AOCI
Balance, December 31, 2020	$	(32.7)	$	19.2	$	(373.6)	$	(387.1)
Other comprehensive income before reclassifications	10.2		—		20.8		31.0
Amounts reclassified from accumulated other comprehensive loss	(2.1)		(2.6)		—		(4.7)
Amounts reclassified related to dispositions (1)	—		—		18.1		18.1
Net current period other comprehensive income (loss)	$	8.1	$	(2.6)	$	38.9	$	44.4
Balance, June 30, 2021	$	(24.6)	$	16.6	$	(334.7)	$	(342.7)
Balance as of April 1, 2021	$	(26.1)	$	16.8	$	(372.8)	$	(382.1)
Other comprehensive (loss) income before reclassifications	(4.7)		—		20.0		15.3
Amounts reclassified from accumulated other comprehensive loss	6.2		(0.2)		—		6.0
Amounts reclassified related to dispositions (1)	—		—		18.1		18.1
Net current period other comprehensive income (loss)	$	1.5	$	(0.2)	$	38.1	$	39.4
Balance as of June 30, 2021	$	(24.6)	$	16.6	$	(334.7)	$	(342.7)
Balance, December 31, 2019	$	(15.4)	$	(1.0)	$	(362.9)	$	(379.3)
Other comprehensive loss before reclassifications	(22.2)		—		(74.4)		(96.6)
Amounts reclassified from accumulated other comprehensive loss	0.8		0.1		—		0.9
Net current period other comprehensive (loss) income	$	(21.4)	$	0.1	$	(74.4)	$	(95.7)
Balance, June 30, 2020	$	(36.8)	$	(0.9)	$	(437.3)	$	(475.0)
Balance as of April 1, 2020	$	(31.5)	$	(1.0)	$	(457.0)	$	(489.5)
Other comprehensive (loss) income before reclassifications	(11.1)		—		19.7		8.6
Amounts reclassified from accumulated other comprehensive loss	5.8		0.1		—		5.9
Net current period other comprehensive (loss) income	$	(5.3)	$	0.1	$	19.7	$	14.5
Balance as of June 30, 2020	$	(36.8)	$	(0.9)	$	(437.3)	$	(475.0)

(1)In conjunction with the sale of the Distrupol business, the Company released the associated cumulative foreign currency translation losses and reported such release as part of the net gain on sale of business. Refer to “Note 4: Dispositions” for more information.

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The following is a summary of the amounts reclassified from accumulated other comprehensive loss to net income:

	Statement of Operations Classification	Three months ended June 30,				Six months ended June 30,
(in millions)		2021 (1)		2020 (1)		2021 (1)		2020 (1)
Amortization of defined benefit pension items:
Prior service (credit) cost (2)	Other income (expense), net	$	(0.2)	$	0.1	$	(3.1)	$	0.1
Tax (benefit) expense	Income tax expense	—		—		0.5		—
Net of tax		$	(0.2)	$	0.1	$	(2.6)	$	0.1
Cash flow hedges:
Interest rate swap contracts (2)	Interest expense	$	4.3	$	2.2	$	9.1	$	3.1
Cross-currency swap contracts (2)	Interest expense and other income (expense), net	4.0		6.1		(11.9)		(2.0)
Tax (benefit) expense	Income tax expense	(2.1)		(2.5)		0.7		(0.3)
Net of tax		$	6.2	$	5.8	$	(2.1)	$	0.8
Total reclassifications for the period, net of tax		$	6.0	$	5.9	$	(4.7)	$	0.9

(1)Amounts in parentheses indicate credits to net income in the condensed consolidated statement of operations.

(2)Refer to “Note 9: Employee benefit plans” and “Note 16: Derivatives” for more information.

13. Debt

Short-term financing

Short-term financing consisted of the following:

(in millions)	June 30, 2021		December 31, 2020
Amounts drawn under credit facilities	$	8.4	$	—
Bank overdrafts	—		2.1
Total short-term financing	$	8.4	$	2.1

As of June 30, 2021 and December 31, 2020, the Company had $153.1 million and $196.0 million, respectively, in undrawn letters of credit.

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Long-term debt

Long-term debt consisted of the following:

(in millions)	June 30, 2021		December 31, 2020
Senior Term Loan Facilities:
Term B-3 Loan due 2024, variable interest rate of 2.40% at December 31, 2020	$	—	$	1,264.1
Term B-5 Loan due 2026, variable interest rate of 2.10% and 2.15% at June 30, 2021 and December 31, 2020, respectively	394.0		396.0
Term B-6 Loan due 2028, variable interest rate of 2.09% at June 30, 2021	1,000.0		—
Asset Backed Loan (“ABL”) Facilities:
North American ABL Facility due 2024, variable interest rate of 1.59% and 1.71% at June 30, 2021 and December 31, 2020, respectively	291.0		265.5
Canadian ABL Term Loan due 2022, variable interest rate of 2.66% and 2.71% at June 30, 2021 and December 31, 2020, respectively	88.7		133.5
Senior Unsecured Notes:
Senior Unsecured Notes due 2027, fixed interest rate of 5.13% at June 30, 2021 and December 31, 2020	500.0		500.0
Finance lease obligations	94.2		101.6
Total long-term debt before discount	$	2,367.9	$	2,660.7
Less: unamortized debt issuance costs and discount on debt	(23.7)		(20.1)
Total long-term debt	$	2,344.2	$	2,640.6
Less: current maturities	(129.1)		(163.5)
Total long-term debt, excluding current maturities	$	2,215.1	$	2,477.1

The weighted average interest rate on long-term debt, including the effect of designated and undesignated derivative instruments (refer to “Note 16: Derivatives” for more information), was 3.53% and 3.73% as of June 30, 2021 and December 31, 2020, respectively.

Senior Term Loan Facilities

In the second quarter of 2021, to secure favorable market rates of interest and extend principal maturities, the Company entered into the Sixth Amendment (“Sixth Amendment”) to its Credit Agreement, dated July 1, 2015, which provided a new Term B-6 Loan facility in an aggregate principal amount of $1.0 billion that matures on June 3, 2028 (“Term B-6 Loan”). The proceeds from the new Term B-6 Loan and an incremental borrowing of $274.2 million under the Company's existing North American ABL facility were used to repay in full the outstanding Term B-3 Loan facility and satisfy related lending and refinancing fees.

The Term B-6 Loan is payable in quarterly installments of 0.25% of the aggregate initial principal amount beginning in September 2021. The interest rate applicable to the Term B-6 Loan is based on, at the borrower’s option, (i) a fluctuating rate of interest determined by reference to a base rate plus an applicable margin equal to 1.00% or (ii) a Eurocurrency rate plus an applicable margin equal to 2.00% (in each case with a 0.25% step down based on the achievement of a specific leverage level). The Company can voluntarily prepay the Term B-6 Loan in whole or part without penalty, except for a 1.00% premium applicable to prepayments made prior to the six-month anniversary of the Sixth Amendment in connection with certain defined events.

As a result of the issuance of the Term B-6 Loan and the Sixth Amendment, and the repayment of the Term B-3 Loan, the Company recognized a loss on extinguishment of debt of $2.0 million and debt refinancing costs of $6.9 million during the three months ended June 30, 2021. Refer to “Note 8: Other income (expense), net” for more information on debt refinancing costs.

On January 7, 2020, using the proceeds from the sale of the Environmental Sciences business, the Company repaid $174.0 million of the Term B-3 Loan due 2024. As a result of this prepayment, the Company recognized a loss on extinguishment of debt of $1.8 million during the three months ended March 31, 2020.

ABL Facilities

On February 26, 2021, using the proceeds from the sale of the Canadian Agriculture services business and existing cash, the Company repaid $47.1 million of debt outstanding under the Canadian ABL Term Loan. As a result of this prepayment, the Company recognized a loss on extinguishment of debt of $0.2 million during the three months ended March 31, 2021. The Canadian ABL Term Loan is payable in quarterly installments, beginning June 30, 2020, with a final maturity on February 28,

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2022. However, as a result of optional prepayments made by the Company in 2019 and 2021, the loan is expected to be fully paid by December 31, 2021.

Other Information

	June 30, 2021				December 31, 2020
(in millions)	Carrying amount		Fair value		Carrying amount		Fair value
Fair value of debt	$	2,344.2	$	2,391.5	$	2,640.6	$	2,687.4

The fair values of debt were based on current market quotes for similar borrowings and credit risk adjusted for liquidity, margins and amortization, as necessary and are classified as Level 2 in the fair value hierarchy.

14. Supplemental balance sheet information

Cash and cash equivalents

Certain of the Company’s subsidiaries participate in a multi-currency, notional cash pooling arrangement with a third-party bank provider in order to help manage global liquidity requirements (the “Notional Cash Pool”). Under the Notional Cash Pool, cash deposited by participating subsidiaries is pledged as security against the overdraft balances of other participating subsidiaries, providing legal rights of offset. As a result, the balances are presented on a net basis within cash and cash equivalents in the condensed consolidated balance sheets. As of June 30, 2021, the net cash position of the Notional Cash Pool was $11.2 million, which consisted of a gross cash balance of $201.1 million less a bank overdraft balance of $189.9 million. As of December 31, 2020, the net cash position of the Notional Cash Pool was $52.7 million, which consisted of a gross cash balance of $89.7 million less a bank overdraft balance of $37.0 million.

Allowance for doubtful accounts

The allowance for doubtful accounts reflects the Company’s current estimate of credit losses expected to be incurred over the life of the trade accounts receivable. Collectability of the trade accounts receivable balance is assessed on an ongoing basis and determined based on the delinquency of customer accounts, the financial condition of individual customers, past collections experience and future economic expectations. The change in the allowance for doubtful accounts is as follows:

(in millions)
Balance, January 1, 2021	$	17.2
Provision for credit losses	6.4
Write-offs	(4.3)
Balance, June 30, 2021	$	19.3

Property, plant and equipment, net

(in millions)	June 30, 2021		December 31, 2020
Property, plant and equipment, at cost	$	2,227.5	$	2,216.4
Less: accumulated depreciation	(1,199.1)		(1,150.7)
Property, plant and equipment, net	$	1,028.4	$	1,065.7

Goodwill

The following is a summary of the activity in goodwill by segment.

(in millions)	USA		EMEA		Canada		LATAM		Total
Balance, January 1, 2021	$	1,805.0	$	8.7	$	428.1	$	28.6	$	2,270.4
Purchase price adjustments	—		—		—		(0.7)		(0.7)
Dispositions	—		(1.1)		—		—		(1.1)
Foreign exchange	—		—		11.7		0.7		12.4
Balance, June 30, 2021	$	1,805.0	$	7.6	$	439.8	$	28.6	$	2,281.0

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Intangible assets, net

	June 30, 2021						December 31, 2020
(in millions)	Gross		Accumulated Amortization		Net		Gross		Accumulated Amortization		Net
Customer relationships	$	938.3	$	(716.1)	$	222.2	$	936.9	$	(691.3)	$	245.6
Other	171.7		(166.4)		5.3		177.4		(171.1)		6.3
Total intangible assets	$	1,110.0	$	(882.5)	$	227.5	$	1,114.3	$	(862.4)	$	251.9

Other intangible assets consist of intellectual property (mostly trademarks and trade names), producer relationships and contracts, non-compete agreements and exclusive distribution rights.

The estimated annual amortization expense in each of the next five years is as follows:

(in millions)
2021	$	52.8
2022	45.0
2023	39.3
2024	32.3
2025	28.6

Other accrued expenses

As of June 30, 2021 and December 31, 2020, other accrued expenses that were greater than five percent of total current liabilities consisted of current tax liabilities of $89.6 million and $73.4 million, respectively, comprised primarily of VAT, income and local indirect taxes payable.

Impairment charges

The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate an asset’s carrying amount may not be recoverable. Testing asset groups for recoverability involves developing estimates of future cash flows directly associated with, and that are expected to arise as a direct result of, the use and eventual disposition of the assets. An impairment of a group of long-lived assets exists when the sum of the estimated undiscounted future cash flows expected to be generated directly by the asset group are less than the carrying value of the asset group. The impairment charge computation is based on the difference between carrying value and fair value of the asset group, as determined by discounted future cash flows. Significant estimates include forecasted Adjusted EBITDA, working capital, capital expenditures and discount rates. As the inputs for testing recoverability and determining fair value of the asset groups are largely based on management’s judgments and are not generally observable in active markets, the Company considers such inputs to be Level 3 measurements in the fair value hierarchy.

During the second quarter of 2021, the Company announced the closure of certain operating facilities in the USA and Canada segments. The closures resulted in impairment charges related to property, plant and equipment, net of $2.1 million within the condensed consolidated statement of operations during the three months ended June 30, 2021.

During the second quarter of 2020, the Company determined there was a more likely than not expectation that the industrial spill and emergency response businesses within the USA segment would be sold. The Company determined this to be a triggering event, requiring the assessment of the recoverability of these long-lived asset groups. The Company tested the recoverability and determined the assets to be impaired. As a result, the Company recorded a non-cash, pretax impairment charge of $15.5 million, consisting of $12.8 million of intangible assets, net and $2.7 million of property, plant and equipment, net within the condensed consolidated statement of operations during the three months ended June 30, 2020.

Additionally, the Company announced the closure of certain operating facilities in the USA segment during the second quarter of 2020. The closures resulted in impairment charges related to property, plant and equipment, net of $1.4 million within the condensed consolidated statement of operations during the three months ended June 30, 2020.

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15. Fair value measurements

The following is a reconciliation of the fair value measurements that use significant unobservable inputs (Level 3), which consists of the warrant liability related to the 2019 Nexeo acquisition and contingent consideration liabilities (i.e. earn-outs) related to the Techi Chem acquisition:

(in millions)	Warrant Liability		Contingent Consideration
Fair value at December 31, 2020	$	33.8	$	2.2
Fair value adjustments	(33.8)		—
Fair value at June 30, 2021	$	—	$	2.2

During the three months ended June 30, 2021, a portion of the outstanding warrants were exercised at a price of $27.80 resulting in the issuance of 973,717 shares of common stock and the receipt of approximately $27.1 million in cash proceeds. All remaining warrants expired unexercised on June 9, 2021 with the write-off of the fair value of such warrants recorded within other income (expense), net in the condensed consolidated statement of operations. As of June 30, 2021, the Company has no outstanding warrants.

The fair value of the contingent consideration is based on a real options approach, which takes into account management's best estimate of the acquired business performance, as well as achievement risk, and is recorded in other accrued expenses within the condensed consolidated balance sheets. Fair value adjustments for contingent consideration are recorded within other operating expenses, net in the condensed consolidated statement of operations. Changes in the fair value of contingent consideration are recorded in the other, net line item of the operating activities within the condensed consolidated statements of cash flows. Cash payments up to the amount of the original acquisition value are recorded within financing activities of the condensed consolidated statements of cash flows. The portion of contingent consideration cash payments in excess of the original acquisition value, if any, are recorded within operating activities of the condensed consolidated statements of cash flows.

16. Derivatives

Foreign currency derivatives

The Company uses forward currency contracts to hedge earnings from the effects of foreign exchange relating to certain of the Company’s intercompany and third-party receivables and payables denominated in a foreign currency. These derivative instruments are not formally designated as cash flow hedges by the Company and the terms of these instruments range from one to three months.

Interest rate swap contracts

The objective of the Company's designated interest rate swap contracts is to offset the variability of cash flows in LIBOR indexed debt interest payments attributable to changes in the benchmark interest rate related to the Term B-6 Loan (previously the Term B-3 Loan) and a portion of debt outstanding under the North American ABL Facility.

On June 4, 2021, the Company executed two interest rate swap contracts, both effective June 30, 2023 to replace existing interest rate swap contracts with maturities occurring between June 2023 and June 2024. These interest rate swap contracts contain an initial aggregate notional value of $250.0 million from June 2023 to June 2024 that increase to an aggregate notional value of $500.0 million from June 2024 to May 2028.

On March 17, 2020, the Company executed $250.0 million of interest rate swap contracts effective June 30, 2020 to replace swaps with maturities on June 30, 2020.

Cross currency swap contracts

Cross currency swap contracts are used to effectively convert the Term B-5 Loan’s principal amount of floating rate US dollar denominated debt, including interest payments, to fixed-rate Euro denominated debt. The cross currency swap contracts mature in November 2024. As of June 30, 2021, approximately 95% of the cross currency swap contracts are designated as a cash flow hedge.

The Company uses undesignated interest rate swap contracts and cross currency swap contracts to manage interest rate variability and mitigate foreign exchange exposure.

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Notional amounts and fair value of derivative instruments

The following table presents the notional amounts of the Company’s outstanding derivative instruments by type:

(in millions)	June 30, 2021		December 31, 2020
Designated Derivatives:
Interest rate swap contracts	$	900.0	$	1,050.0
Cross currency swap contracts	381.0		381.0
Undesignated Derivatives:
Interest rate swap contracts	$	100.0	$	200.0
Foreign currency derivatives	129.6		77.2
Cross currency swap contracts	19.0		19.0

The following are the pre-tax effects of derivative instruments on the condensed consolidated statements of operations and comprehensive income for the three and six months ended June 30, 2021 and 2020:

	Statement of Operations Classification	Amount of (loss) gain reclassified from other comprehensive loss into income								Amount of (loss) gain to be reclassified to consolidated statement of operations within the next 12 months
		Three months ended June 30,				Six months ended June 30,
(in millions)		2021		2020		2021		2020
Derivatives in cash flow hedging relationships:
Interest rate swap contracts	Interest expense	$	(4.3)	$	(2.2)	$	(9.1)	$	(3.1)	$	(14.0)
Cross currency swap contracts	Interest expense	0.3		0.8		0.6		2.7		1.3
Cross currency swap contracts	Other income (expense), net	(4.3)		(6.9)		11.3		(0.7)		—

Refer to “Note 8: Other income (expense), net” for the gains and losses related to derivatives not designated as hedging instruments.

The following table presents the Company’s gross assets and liabilities measured on a recurring basis and classified as Level 2 within the fair value hierarchy:

	Derivative Assets					Derivative Liabilities
(in millions)	Balance Sheet Classification	June 30, 2021		December 31, 2020		Balance Sheet Classification	June 30, 2021		December 31, 2020
Designated Derivatives:
Cross currency swap contracts	Prepaid expenses and other current assets	$	1.3	$	1.0	Other long-term liabilities	$	32.5	$	47.4
Interest rate swap contracts	Prepaid expenses and other current assets	—		—		Other accrued expenses	14.0		17.9
Interest rate swap contracts	Other assets	—		—		Other long-term liabilities	16.4		20.7
Total designated derivatives		$	1.3	$	1.0		$	62.9	$	86.0
Undesignated Derivatives:
Foreign currency contracts	Prepaid expenses and other current assets	$	0.4	$	0.2	Other accrued expenses	$	0.3	$	0.4
Cross currency swap contracts	Prepaid expenses and other current assets	0.1		0.1		Other long-term liabilities	1.6		2.4
Interest rate swap contracts	Prepaid expenses and other current assets	—		—		Other accrued expenses	2.1		2.6
Interest rate swap contracts	Other assets	—		—		Other long-term liabilities	2.7		4.0
Total undesignated derivatives		$	0.5	$	0.3		$	6.7	$	9.4
Total derivatives		$	1.8	$	1.3		$	69.6	$	95.4

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The net amounts by legal entity related to forward currency contracts included in prepaid and other current assets were $0.4 million and $0.1 million as of June 30, 2021 and December 31, 2020, respectively. The net amounts related to forward currency contracts included in other accrued expenses were $0.3 million and $0.3 million as of June 30, 2021 and December 31, 2020, respectively.

The fair value of forward currency contracts is calculated by reference to current forward exchange rates for contracts with similar maturity profiles. The fair value of swaps is determined by estimating the net present value of amounts to be paid under the agreement offset by the net present value of the expected cash inflows based on market rates and associated yield curves. Based on these valuation methodologies, these derivative contracts are classified as Level 2 in the fair value hierarchy.

17. Commitments and contingencies

Litigation

In the ordinary course of business, the Company is subject to pending or threatened claims, lawsuits, regulatory matters and administrative proceedings from time to time. Where appropriate the Company has recorded provisions in the consolidated financial statements for these matters. The liabilities for injuries to persons or property are in some instances covered by liability insurance, subject to various deductibles and self-insured retentions.

The Company is not aware of any claims, lawsuits, regulatory matters or administrative proceedings, pending or threatened, that are likely to have a material effect on its overall financial position, results of operations, or cash flows. However, the Company cannot predict the outcome of any present or future claims or litigation or the potential for future claims or litigation and adverse developments could negatively impact earnings or cash flows in a particular future period.

The Company is subject to liabilities from claims alleging personal injury from exposure to asbestos. The claims result primarily from an indemnification obligation related to Univar Solutions USA Inc.’s (“Univar”) 1986 purchase of McKesson Chemical Company from McKesson Corporation (“McKesson”). Once certain conditions have been met, Univar will have the ability to pursue insurance coverage, if any, that may be available under McKesson's historical insurance coverage to offset the impact of any fees, settlements, or judgments that Univar is obligated to pay because of its obligation to defend and indemnify McKesson. As of June 30, 2021, there were approximately 227 asbestos-related cases for which Univar has the obligation to defend and indemnify; however, this number tends to fluctuate up and down over time. Historically, the vast majority of these asbestos cases have been dismissed without payment or with a nominal payment. While the Company is unable to predict the outcome of these matters, it does not believe, based upon currently available facts, that the ultimate resolution of any of these matters will have a material effect on its overall financial position, results of operations, or cash flows.

Unclaimed Property Audit

The Company and its subsidiaries are the subject of an unclaimed property audit request issued by the State of Delaware. The State of Delaware retained a contingent-fee private audit firm to conduct the audit. In October 2018, the State of Delaware issued a subpoena to the Company requesting a broad swath of records and information purportedly necessary to perform the audit (the “Subpoena”). After receiving the Subpoena, the Company objected and also initiated a lawsuit in the Federal District Court for the District of Delaware challenging the constitutionality of the Subpoena and other provisions of Delaware’s escheats law, which case is ongoing (the “Lawsuit”). In response to the Lawsuit, the State of Delaware filed a competing enforcement action in the Delaware Court of Chancery in order to compel the Company to comply with the Subpoena. The Lawsuit has been stayed pending the resolution of the enforcement action. In October 2020, the Delaware Court of Chancery deemed the Subpoena enforceable, subject to some limitations, but stayed enforcement of the Subpoena until the Company’s claims in the Lawsuit are resolved by the District Court. The Company intends to vigorously defend itself and believes it has strong defenses. The timing and outcome of these proceedings or any unclaimed property audits that may be subsequently conducted as a result of the outcome of the proceedings cannot be predicted with certainty at this time.

Environmental

The Company is subject to various federal, state and local environmental laws and regulations that require environmental assessment or remediation efforts (collectively “environmental remediation work”) and from time to time becomes aware of compliance matters regarding possible or alleged violations of these laws or regulations. For example, over the years, the Company has been identified as a “potentially responsible party” (“PRP”) under the Comprehensive Environmental Response, Compensation and Liability Act and/or similar state laws that impose liability for costs relating to environmental remediation work at various sites. As a PRP, the Company may be required to pay a share of the costs of investigation and cleanup of certain sites. The Company is currently engaged in environmental remediation work at approximately 126 locations, some that are now or were previously Company-owned/occupied and some that were never Company-owned/occupied (“non-owned sites”).

The Company’s environmental remediation work at some sites is being conducted pursuant to governmental proceedings or investigations. At other sites, the Company, with appropriate state or federal agency oversight and approval, is conducting

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the environmental remediation work voluntarily. The Company is currently undergoing remediation efforts or is in the process of active review of the need for potential remediation efforts at approximately 106 current or formerly Company-owned/occupied sites. In addition, the Company may be liable as a PRP for a share of the clean-up of approximately 20 non-owned sites. These non-owned sites are typically (a) locations of independent waste disposal or recycling operations with alleged or confirmed contaminated soil and/or groundwater to which the Company may have shipped waste products or drums for re-conditioning, or (b) contaminated non-owned sites near historical sites owned or operated by the Company or its predecessors from which contamination is alleged to have arisen.

In determining the appropriate level of environmental reserves, the Company considers several factors such as information obtained from investigatory studies; changes in the scope of remediation; the interpretation, application and enforcement of laws and regulations; changes in the costs of remediation programs; the development of alternative cleanup technologies and methods; and the relative level of the Company’s involvement at various sites for which the Company is allegedly associated. The level of annual expenditures for remedial, monitoring and investigatory activities will change in the future as major components of planned remediation activities are completed and the scope, timing and costs of existing activities are changed. Project lives, and therefore cash flows, range from 2 to 30 years, depending on the specific site and type of remediation project.

Although the Company believes that its reserves are adequate for environmental contingencies, it is possible, due to the uncertainties noted above, that additional reserves could be required in the future that could have a material effect on the overall financial position, results of operations, or cash flows in a particular period.

Changes in total environmental liabilities are as follows:

(in millions)
Environmental liabilities at December 31, 2020	$	79.6
Revised obligation estimates	7.4
Environmental payments	(7.5)
Foreign exchange	(0.1)
Environmental liabilities at June 30, 2021	$	79.4

(in millions)	Balance Sheet Classification	June 30, 2021		December 31, 2020
Current environmental liabilities	Other accrued expenses	$	24.4	$	26.5
Long-term environmental liabilities	Other long-term liabilities	55.0		53.1

18. Leasing

The Company leases certain warehouses and distribution centers, office space, transportation equipment and other machinery and equipment.

(in millions)	Balance Sheet Classification	June 30, 2021		December 31, 2020
Assets
Operating lease assets	Other assets	$	154.8	$	161.0
Finance lease assets	Property, plant and equipment, net (1)	93.2		100.3
Total lease assets		$	248.0	$	261.3
Liabilities
Current liabilities:
Current portion of operating lease liabilities	Other accrued expenses	$	45.2	$	44.9
Current portion of finance lease liabilities	Current portion of long-term debt	26.4		26.0
Noncurrent liabilities:
Operating lease liabilities	Other long-term liabilities	118.2		125.3
Finance lease liabilities	Long-term debt	67.8		75.6
Total lease liabilities		$	257.6	$	271.8

(1)Finance lease right-of-use assets are recorded net of accumulated amortization of $66.3 million and $61.2 million as of June 30, 2021 and December 31, 2020, respectively.

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Lease cost

(in millions)	Three months ended June 30, 2021						Three months ended June 30, 2020
Statement of Operations Classification	Operating Leases		Finance Leases		Total		Operating Leases		Finance Leases		Total
Cost of goods sold (exclusive of depreciation)	$	6.3	$	—	$	6.3	$	4.4	$	—	$	4.4
Outbound freight and handling	2.6		—		2.6		1.4		—		1.4
Warehousing, selling and administrative	7.3		—		7.3		8.2		—		8.2
Depreciation	—		7.0		7.0		—		5.9		5.9
Interest expense	—		0.9		0.9		—		1.0		1.0
Total gross lease component cost	$	16.2	$	7.9	$	24.1	$	14.0	$	6.9	$	20.9
Variable lease costs					0.6						0.2
Short-term lease costs					1.6						6.4
Total gross lease costs					$	26.3					$	27.5
Sublease income					0.5						0.6
Total net lease cost					$	25.8					$	26.9

(in millions)	Six months ended June 30, 2021						Six months ended June 30, 2020
Statement of Operations Classification	Operating Leases		Finance Leases		Total		Operating Leases		Finance Leases		Total
Cost of goods sold (exclusive of depreciation)	$	11.1	$	—	$	11.1	$	8.7	$	—	$	8.7
Outbound freight and handling	3.8		—		3.8		2.7		—		2.7
Warehousing, selling and administrative	14.6		—		14.6		16.3		—		16.3
Depreciation	—		13.4		13.4		—		12.1		12.1
Interest expense	—		1.9		1.9		—		1.7		1.7
Total gross lease component cost	$	29.5	$	15.3	$	44.8	$	27.7	$	13.8	$	41.5
Variable lease costs					0.9						0.4
Short-term lease costs					3.3						13.9
Total gross lease costs					$	49.0					$	55.8
Sublease income					1.1						1.2
Total net lease cost					$	47.9					$	54.6

Maturity of lease liabilities

(in millions)	Operating Leases		Finance Leases		Total
Remainder of 2021	$	26.6	$	14.9	$	41.5
2022	43.6		26.9		70.5
2023	31.9		17.9		49.8
2024	21.0		14.3		35.3
2025	13.2		12.4		25.6
2026 and After	49.4		15.9		65.3
Total lease payments	$	185.7	$	102.3	$	288.0
Less: Interest	22.3		8.1
Present value of lease liabilities	$	163.4	$	94.2

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Lease term and discount rate

	June 30, 2021		December 31, 2020
Weighted-average remaining lease term (years)
Operating leases	5.9		6.0
Finance leases	6.0		6.3
Weighted-average discount rate
Operating leases	4.42	%	4.68	%
Finance leases	3.73	%	3.83	%

Other information

	Six months ended June 30,
(in millions)	2021		2020
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows from operating leases	$	28.1	$	27.3
Operating cash flows from finance leases	1.9		1.6
Financing cash flows from finance leases	13.6		12.1

19. Segments

Management monitors the operating results of its reportable segments separately for the purpose of making decisions about resource allocation and performance assessment. Management evaluates performance on the basis of Adjusted EBITDA. Adjusted EBITDA is defined as consolidated net income, plus the sum of: interest expense, net of interest income; income tax expense; depreciation; amortization; impairment charges; (gain) loss on sale of business; loss on extinguishment of debt; other operating expenses, net (see “Note 6: Other operating expenses, net”); and other income (expense), net (see “Note 8: Other income (expense), net”). For 2020, Adjusted EBITDA also includes an adjustment to remove a Brazil VAT charge.

Transfer prices between reportable segments are set on an arms-length basis in a similar manner to transactions with third parties. Corporate operating expenses that directly benefit segments have been allocated to the reportable segments. Allocable operating expenses are identified through a review process by management. The allocable operating expenses are assigned to the reportable segments on a basis that reasonably approximates the use of services, which is generally measured based on a weighted distribution of margin, asset, headcount or time spent.

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Financial information for the Company’s reportable segments is as follows:

	USA		EMEA		Canada		LATAM		Other/Eliminations (1)		Consolidated
(in millions)	Three months ended June 30, 2021
External customers	$	1,500.2	$	504.0	$	238.6	$	151.3	$	—	$	2,394.1
Inter-segment	19.5		1.9		1.3		—		(22.7)		—
Total net sales	$	1,519.7	$	505.9	$	239.9	$	151.3	$	(22.7)	$	2,394.1
Adjusted EBITDA	$	125.6	$	47.8	$	25.0	$	13.3	$	(14.2)	$	197.5
Long-lived assets (2)	$	789.7	$	192.1	$	142.8	$	37.1	$	21.5	$	1,183.2

	USA		EMEA		Canada		LATAM		Other/Eliminations (1)		Consolidated
(in millions)	Three months ended June 30, 2020
External customers	$	1,169.4	$	409.6	$	331.5	$	98.7	$	—	$	2,009.2
Inter-segment	23.0		0.9		0.7		—		(24.6)		—
Total net sales	$	1,192.4	$	410.5	$	332.2	$	98.7	$	(24.6)	$	2,009.2
Adjusted EBITDA	$	95.2	$	39.7	$	25.2	$	11.0	$	(7.9)	$	163.2
Long-lived assets (2)	$	824.8	$	176.4	$	185.8	$	28.9	$	40.3	$	1,256.2

	USA		EMEA		Canada		LATAM		Other/Eliminations (1)		Consolidated
(in millions)	Six months ended June 30, 2021
External customers	$	2,793.2	$	1,009.9	$	461.3	$	285.1	$	—	$	4,549.5
Inter-segment	36.9		2.7		2.0		—		(41.6)		—
Total net sales	$	2,830.1	$	1,012.6	$	463.3	$	285.1	$	(41.6)	$	4,549.5
Adjusted EBITDA	$	227.4	$	98.4	$	51.3	$	28.9	$	(26.3)	$	379.7
Long-lived assets (2)	$	789.7	$	192.1	$	142.8	$	37.1	$	21.5	$	1,183.2

	USA		EMEA		Canada		LATAM		Other/Eliminations (1)		Consolidated
(in millions)	Six months ended June 30, 2020
External customers	$	2,526.9	$	869.9	$	617.3	$	206.3	$	—	$	4,220.4
Inter-segment	48.7		1.7		1.5		—		(51.9)		—
Total net sales	$	2,575.6	$	871.6	$	618.8	$	206.3	$	(51.9)	$	4,220.4
Adjusted EBITDA	$	191.8	$	80.0	$	52.5	$	19.3	$	(18.8)	$	324.8
Long-lived assets (2)	$	824.8	$	176.4	$	185.8	$	28.9	$	40.3	$	1,256.2

(1)Other/Eliminations represents the elimination of intersegment transactions, as well as, unallocated corporate costs consisting of costs specifically related to parent company operations that do not directly benefit segments, either individually or collectively.

(2)Long-lived assets consist of property, plant and equipment, net and operating lease assets.

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The following is a reconciliation of net income to Adjusted EBITDA for the three and six months ended June 30, 2021 and 2020:

	Three months ended June 30,				Six months ended June 30,
(in millions)	2021		2020		2021		2020
Net income	$	153.2	$	1.8	$	219.4	$	57.7
Depreciation	37.3		40.4		81.1		82.1
Amortization	13.2		14.8		26.3		30.6
Interest expense, net	25.7		29.9		52.3		58.0
Income tax expense	27.0		11.6		44.6		11.3
Other operating expenses, net (1)	29.9		24.8		74.1		55.2
Other (income) expense, net (1)	(5.3)		22.7		(34.2)		2.3
Impairment charges	2.1		16.9		2.1		16.9
(Gain) loss on sale of business	(87.6)		—		(88.2)		8.6
Loss on extinguishment of debt	2.0		—		2.2		1.8
Brazil VAT charge	—		0.3		—		0.3
Adjusted EBITDA	$	197.5	$	163.2	$	379.7	$	324.8

(1)For the three and six months ended June 30, 2020, the fair value adjustment for warrants was reclassified to other (income) expense, net, from other operating expenses, net, to conform to the current year presentation. Refer to “Note 2: Significant accounting policies” for more information.

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Item 2.    Management’s Discussion and Analysis of Financial Condition and Results of Operations

This Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is based on financial data derived from the financial statements prepared in accordance with the United States (“US”) generally accepted accounting principles (“GAAP”) and certain other financial data that is prepared using non-GAAP financial measures. For a reconciliation of each non-GAAP financial measure to its most comparable GAAP measure, see “Analysis of Segment Results” within this Item and “Note 19: Segments” to our condensed consolidated financial statements in Item 1 of this Quarterly Report on Form 10-Q. Refer to “Non-GAAP Financial Measures” within this Item for more information about our use of non-GAAP financial measures.

Our MD&A is provided in addition to the accompanying condensed consolidated financial statements and notes to assist readers in understanding our results of operations, financial condition and cash flow.

Overview

Univar Solutions Inc. is a leading global chemical and ingredient distributor and provider of value-added services to customers across a wide range of industries. We purchase chemicals and ingredients from thousands of producers worldwide and warehouse, repackage, blend, dilute, transport and sell them to more than 100,000 customer locations across approximately 125 countries.

Our operations are structured into four reportable segments that represent the geographic areas under which we operate and manage our business. These segments are Univar Solutions USA (“USA”), Univar Solutions Europe and the Middle East and Africa (“EMEA”), Univar Solutions Canada (“Canada”) and Univar Solutions Latin America (“LATAM”), which includes developing businesses in Latin America and the Asia-Pacific region.

Recent Developments and Items Impacting Comparability

On September 1, 2020, we sold our industrial spill and emergency response businesses and on November 30, 2020, we sold our Canadian Agriculture services business. The sale of these businesses did not meet the criteria to be classified as discontinued operations in the Company’s financial statements.

On December 18, 2020, we acquired a business of Techi Chem, a leading distributor of specialty silicone solutions used primarily for the coatings, adhesives, sealants and elastomers (“CASE”) market within the China marketplace.

At the beginning of the fourth quarter of 2020, the Company decided to wind down its Canadian Agriculture wholesale distribution business, which was operationally completed by December 31, 2020 when all the inventory had been sold.

On April 1, 2021, we sold our Distrupol business within the EMEA segment. The sale of this business did not meet the criteria to be classified as discontinued operations in the Company’s financial statements.

Market Conditions

The current business environment reflects growing demand as global businesses recover from the economic effects of the novel coronavirus (“COVID-19”) pandemic. Global supply chain constraints have improved in the second quarter although product shortages and chemical price inflation have persisted across many product portfolios. Significant management attention is directed toward business strategies to ensure a continued supply of goods within these unusual market dynamics.

We continue to monitor the impact of the COVID-19 pandemic on our global business from a financial perspective and the safety and health of employees, customers, suppliers and the communities we serve. The future effect of the pandemic remains unknown at this time and will depend on infection rates, the emergence of new virus variants, effectiveness of vaccination programs and government restrictions. In 2020, we activated a global, cross-functional response team, which has been closely monitoring the situation and implementing additional safety measures to help ensure the well-being of Univar Solutions’ employees, customers and suppliers, minimize disruptions and provide for the safe and reliable supply of Univar Solutions’ chemicals and ingredients throughout the pandemic. The Company has taken steps to help protect our employees working in our distribution centers and other worksites and strongly encourages employee vaccination where available. For office-based employees, the Company has rolled-out plans for hybrid working arrangements that are designed to strike an appropriate balance between the Company’s need to have certain personnel working from a Company office and employees’ desires to have the flexibility to work from a remote location.

The combination of the severe storms in the US Gulf region in February 2021, related supplier shut-downs and pandemic recovery demand has resulted in sustained supply chain constraints, product shortages and chemical price inflation that is atypical in magnitude and duration. Product shortages and eventual recovery of supply generally lead to fluctuations in chemical prices globally, sales and interim profits. These market factors can also impact the transportation market and, coupled with anticipated rising fuel prices and inflation overall, may result in higher operating costs. Investments in working capital to bridge supply disruption and account for higher chemical prices may impact our ability to achieve forecasted cash flows in the

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short-term. We believe our value as a distributor is heightened in challenging times such as these when we work to orderly meet demand requirements through our extensive network and supply partnerships.

We stay connected with our customers to understand demand and supply impacts on their operations, including temporary changes in demand due to weather, pandemic emergence and supply constraints. To capture and report on these trends, we organized our product portfolio offering into the following end markets: General Industrial, Consumer Solutions, Industrial Solutions, Refining & Chemical Processing and Services and Other Markets. The primary impacts of the pandemic and the current economic events on our end markets are as follows (percentages represent 2020 Consolidated Net Sales by End Market):

Industrial Solutions (30%) – Growth in CASE, lubricants and metalworking fluids due to material tightness and strong-end market demand. Construction related activity grew and the automotive market continues to experience more demand than supply causing inflationary pressures throughout the supply chain.

Consumer Solutions (20%) – Strong growth in skin and hair care markets within beauty and personal care, and by leveraging supplier partnerships we are seeing sustained value in formulation development. Strong growth in food ingredients helped by the reopening of the economy.

General Industrial (30%) – Accelerating year-over-year growth in general industrial applications with demand growing for reliable distribution and secure supply. Year-over-year growth in chemical manufacturing, machinery and paper. Our portfolio of water treatment chemistries are particularly critical in drought stricken geographies.

Services and Other Markets (12%) – Chemical waste services in automotive related industries saw strong growth as industrial production has improved.

Refining & Chemical Processing (8%) – Growth in energy and oil field related chemistries as oil rig counts have steadily improved and crude prices have stabilized.

Governments across the globe are considering tax legislation to help fund the cost of the COVID-19 pandemic response. We continue to monitor these plans and assess the impact on the Company. As tax law changes are enacted, the impacts will be discussed in “Note 10: Income taxes” in Item 1 of this Quarterly Report on Form 10-Q.

Constant Currency

Currency impacts on consolidated and segment results have been derived by translating current period financial results in local currency using the average exchange rate for the prior period to which the financial information is being compared. We believe providing constant currency information, which information is considered non-GAAP, provides valuable supplemental information regarding our results of operations, consistent with how we evaluate our performance. We calculate constant currency by applying the foreign currency exchange rate from the prior period to the local currency results for the current period.

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Results of Operations 

The following tables set forth, for the periods indicated, certain statements of operations data, on the basis of reported data for the relevant period.

Three Months Ended June 30, 2021 Compared to Three Months Ended June 30, 2020

	Three months ended June 30,				Favorable (unfavorable)		% Change
(in millions)	2021		2020
Net sales	$	2,394.1	$	2,009.2	$	384.9	19.2	%
Cost of goods sold (exclusive of depreciation)	1,791.6		1,520.1		(271.5)		17.9	%
Operating expenses:
Outbound freight and handling	$	97.8	$	80.7	$	(17.1)	21.2	%
Warehousing, selling and administrative	307.2		245.5		(61.7)		25.1	%
Other operating expenses, net (1)	29.9		24.8		(5.1)		20.6	%
Depreciation	37.3		40.4		3.1		(7.7)	%
Amortization	13.2		14.8		1.6		(10.8)	%
Impairment charges	2.1		16.9		14.8		(87.6)	%
Total operating expenses	$	487.5	$	423.1	$	(64.4)	15.2	%
Operating income	$	115.0	$	66.0	$	49.0	74.2	%
Other income (expense):
Interest income	$	0.7	$	0.2	$	0.5	250.0	%
Interest expense	(26.4)		(30.1)		3.7		(12.3)	%
Gain on sale of business	87.6		—		87.6		100.0	%
Loss on extinguishment of debt	(2.0)		—		(2.0)		100.0	%
Other income (expense), net (1)	5.3		(22.7)		28.0		N/M
Total other income (expense)	$	65.2	$	(52.6)	$	117.8	N/M
Income before income taxes	$	180.2	$	13.4	$	166.8	1,244.8	%
Income tax expense	27.0		11.6		(15.4)		132.8	%
Net income	$	153.2	$	1.8	$	151.4	N/M

(1)For the three months ended June 30, 2020, the fair value adjustment for warrants was reclassified to other income (expense), net, from other operating expenses, net, to conform to the current year presentation. Refer to “Note 2: Significant accounting policies” in Item 1 of this Quarterly Report on Form 10-Q for more information.

Net sales

Net sales were $2,394.1 million for the three months ended June 30, 2021, an increase of $384.9 million, or 19.2%, from the three months ended June 30, 2020. Net sales increased due to chemical price inflation and higher industrial demand. The increase was partially offset by the Canadian Agriculture wholesale distribution exit and the Distrupol and Canadian Agriculture services divestitures. Refer to the “Analysis of Segment Results” for the three months ended June 30, 2021 for additional information.

Gross profit (exclusive of depreciation)

Gross profit (exclusive of depreciation) increased $113.4 million, or 23.2%, to $602.5 million for the three months ended June 30, 2021. The increase in gross profit (exclusive of depreciation) was attributable to chemical price inflation and higher industrial demand. The increase was partially offset by unfavorable changes in pricing from certain essential end markets as compared to the prior year, and the effects of the Canadian Agriculture services and Distrupol divestitures and the Canadian Agriculture wholesale distribution exit. Refer to the “Analysis of Segment Results” for the three months ended June 30, 2021 for additional information.

Outbound freight and handling

Outbound freight and handling expenses increased $17.1 million, or 21.2%, to $97.8 million for the three months ended June 30, 2021, primarily due to higher sales volumes and higher costs to deliver. On a constant currency basis, outbound freight and handling expenses increased $14.3 million, or 17.7%. Refer to the “Analysis of Segment Results” for the three months ended June 30, 2021 for additional information.

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Warehousing, selling and administrative

Warehousing, selling and administrative expenses increased $61.7 million, or 25.1%, to $307.2 million for the three months ended June 30, 2021. On a constant currency basis, warehousing, selling and administrative expenses increased $53.5 million, or 21.8%, attributable to higher variable compensation costs across all segments and higher operating costs partially offset by continued cost reduction measures. Refer to the “Analysis of Segment Results” for the three months ended June 30, 2021 for additional information.

Other operating expenses, net

Other operating expenses, net increased $5.1 million from $24.8 million for the three months ended June 30, 2020 to $29.9 million for the three months ended June 30, 2021. The increase was primarily due to the withdrawal liability related to operating sites exiting the Central States multi-employer pension plan. The increase was partially offset by lower restructuring charges. Refer to “Note 6: Other operating expenses, net” in Item 1 of this Quarterly Report on Form 10-Q for additional information. 

Depreciation and amortization

Depreciation expense decreased $3.1 million, or 7.7%, to $37.3 million for the three months ended June 30, 2021, primarily due to assets reaching the end of their useful lives.

Amortization expense decreased $1.6 million, or 10.8%, to $13.2 million for the three months ended June 30, 2021, primarily due to intangibles reaching the end of their useful lives.

Impairment charges

Impairment charges of $2.1 million were recorded in the three months ended June 30, 2021 related to property, plant and equipment in connection with the announced closure of certain operating facilities within the USA and Canada segments. Impairment charges of $16.9 million were recorded in the three months ended June 30, 2020 related to intangibles and property, plant and equipment in connection with the announced sale of the industrial spill and emergency response businesses within the USA segment and the announced closure of certain operating facilities. Refer to “Note 14: Supplemental balance sheet information” in Item 1 of this Quarterly Report on Form 10-Q for additional information.

Interest expense

Interest expense decreased $3.7 million, or 12.3%, to $26.4 million for the three months ended June 30, 2021 due to lower average outstanding borrowings as well as lower interest rates. Refer to “Note 13: Debt” in Item 1 of this Quarterly Report on Form 10-Q for additional information.

Gain on sale of business

A gain of $87.6 million was recorded in the three months ended June 30, 2021 related to the sale of the Distrupol business. Refer to “Note 4: Dispositions” in Item 1 of this Quarterly Report on Form 10-Q for additional information.

Loss on extinguishment of debt

Loss on extinguishment of debt of $2.0 million during the three months ended June 30, 2021 was due to the June 2021 debt refinancing and repayment activity. Refer to “Note 13: Debt” in Item 1 of this Quarterly Report on Form 10-Q for additional information.

Other income (expense), net

Other income (expense), net changed $28.0 million, from an expense of $22.7 million for the three months ended June 30, 2020 to an income of $5.3 million for the three months ended June 30, 2021. The change was primarily related to the fair value adjustment on warrants, gains of foreign currency transactions as well as the increase in non-operating pension income. The change was partially offset by higher debt refinancing costs in connection with the June 2021 debt refinancing and repayment activity and losses on foreign currency transactions. Refer to “Note 8: Other income (expense), net” in Item 1 of this Quarterly Report on Form 10-Q for additional information.

Income tax expense

Income tax expense was $27.0 million for the three months ended June 30, 2021, resulting in an effective income tax rate of 15.0%. A discrete tax expense of $1.6 million was included in the $27.0 million tax expense. The Company’s estimated annual effective income tax rate without discrete items was 31.4%, higher than the US federal statutory rate of 21.0%, primarily due to higher rates on foreign earnings, US tax on foreign earnings, US state income taxes, and non-deductible employee costs.

Income tax expense was $11.6 million for the three months ended June 30, 2020, resulting in an effective income tax rate of 86.6%. A discrete tax benefit of $4.6 million, primarily attributable to the impairment of unrealizable assets, was included in

29

the $11.6 million tax expense. The Company’s estimated annual effective income tax rate without discrete items was 33.4%, higher than the US federal statutory rate of 21.0%. This is primarily due to the impact of the higher tax rates in foreign jurisdictions, non-deductible expenses and US state income taxes.

Results of Reportable Business Segments

The Company’s operations are structured into four reportable segments that represent the geographic areas under which we operate and manage our business. Management believes Adjusted EBITDA is an important measure of operating performance, which is used as the primary basis for the chief operating decision maker to evaluate the performance of each of our reportable segments. We believe certain other financial measures that are not calculated in accordance with US 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 and Adjusted EBITDA margin. 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. See “Note 19: Segments” to our condensed consolidated financial statements in Item 1 of this Quarterly Report on Form 10-Q and “Analysis of Segment Results” within this Item for additional information.

Analysis of Segment Results

USA

	Three months ended June 30,				Favorable (unfavorable)		% Change
(in millions)	2021		2020
Net sales:
External customers	$	1,500.2	$	1,169.4	$	330.8	28.3	%
Inter-segment	19.5		23.0		(3.5)		(15.2)	%
Total net sales	$	1,519.7	$	1,192.4	$	327.3	27.4	%
Cost of goods sold (exclusive of depreciation)	1,137.8		889.8		(248.0)		27.9	%
Outbound freight and handling	68.8		55.7		(13.1)		23.5	%
Warehousing, selling and administrative	187.5		151.7		(35.8)		23.6	%
Adjusted EBITDA	$	125.6	$	95.2	$	30.4	31.9	%

	Three months ended June 30,				Favorable (unfavorable)		% Change
(in millions)	2021		2020
Gross profit (exclusive of depreciation):
Net sales	$	1,519.7	$	1,192.4	$	327.3	27.4	%
Cost of goods sold (exclusive of depreciation)	1,137.8		889.8		(248.0)		27.9	%
Gross profit (exclusive of depreciation)	$	381.9	$	302.6	$	79.3	26.2	%

External sales in the USA segment were $1,500.2 million, an increase of $330.8 million, or 28.3%, for the three months ended June 30, 2021. The increase in external net sales was primarily due to higher industrial end market demand and chemical price inflation.

Gross profit (exclusive of depreciation) increased $79.3 million, or 26.2%, to $381.9 million for the three months ended June 30, 2021, primarily due to higher sales volumes due to demand in industrial end markets. Gross margin decreased from 25.9% for the three months ended June 30, 2020 to 25.5% for the three months ended June 30, 2021, primarily related to unfavorable changes in product mix.

Outbound freight and handling expenses increased $13.1 million, or 23.5%, to $68.8 million for the three months ended June 30, 2021, primarily due to higher sales volumes and higher costs to deliver.

Warehousing, selling and administrative expenses increased $35.8 million, or 23.6%, to $187.5 million for the three months ended June 30, 2021, primarily due to higher variable compensation and operating costs partially offset by continued cost reduction measures. As a percentage of external sales, warehousing, selling and administrative expenses decreased from 13.0% for the three months ended June 30, 2020 to 12.5% for the three months ended June 30, 2021.

Adjusted EBITDA increased by $30.4 million, or 31.9%, to $125.6 million for the three months ended June 30, 2021, primarily due to higher industrial end market demand and chemical price inflation, partially offset by higher warehousing, selling and administrative expenses. Adjusted EBITDA margin increased from 8.1% in the three months ended June 30, 2020 to 8.4% for the three months ended June 30, 2021.

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EMEA

	Three months ended June 30,				Favorable (unfavorable)		% Change
(in millions)	2021		2020
Net sales:
External customers	$	504.0	$	409.6	$	94.4	23.0	%
Inter-segment	1.9		0.9		1.0		111.1	%
Total net sales	$	505.9	$	410.5	$	95.4	23.2	%
Cost of goods sold (exclusive of depreciation)	377.8		303.9		(73.9)		24.3	%
Outbound freight and handling	16.1		13.4		(2.7)		20.1	%
Warehousing, selling and administrative	64.2		53.5		(10.7)		20.0	%
Adjusted EBITDA	$	47.8	$	39.7	$	8.1	20.4	%

	Three months ended June 30,				Favorable (unfavorable)		% Change
(in millions)	2021		2020
Gross profit (exclusive of depreciation):
Net sales	$	505.9	$	410.5	$	95.4	23.2	%
Cost of goods sold (exclusive of depreciation)	377.8		303.9		(73.9)		24.3	%
Gross profit (exclusive of depreciation)	$	128.1	$	106.6	$	21.5	20.2	%

External sales in the EMEA segment were $504.0 million, an increase of $94.4 million, or 23.0%, for the three months ended June 30, 2021. On a constant currency basis, external net sales increased $58.6 million, or 14.3%, primarily due to chemical price inflation and higher industrial end market demand, partially offset by the Distrupol divestiture.

Gross profit (exclusive of depreciation) increased $21.5 million, or 20.2%, to $128.1 million for the three months ended June 30, 2021. On a constant currency basis, gross profit (exclusive of depreciation) increased $12.0 million, or 11.3%, primarily due to higher average selling prices attributable to chemical price inflation. Gross margin decreased from 26.0% for the three months ended June 30, 2020 to 25.4% for the three months ended June 30, 2021, primarily driven by unfavorable changes in pricing from certain essential end markets as compared to the prior year.

Outbound freight and handling expenses increased $2.7 million, or 20.1%, to $16.1 million for the three months ended June 30, 2021, primarily due to higher costs to deliver.

Warehousing, selling and administrative expenses increased $10.7 million, or 20.0%, to $64.2 million for the three months ended June 30, 2021. On a constant currency basis, warehousing, selling and administrative expenses increased $6.3 million, or 11.8%, primarily due to higher variable compensation costs. As a percentage of external sales, warehousing, selling and administrative expenses decreased from 13.1% for the three months ended June 30, 2020 to 12.7% for the three months ended June 30, 2021.

Adjusted EBITDA increased by $8.1 million, or 20.4%, to $47.8 million for the three months ended June 30, 2021. On a constant currency basis, Adjusted EBITDA increased $4.4 million, or 11.1%, attributable to chemical price inflation and higher industrial and consumer solutions end market demand, partially offset by the Distrupol divestiture and market pressures in the pharmaceutical finished goods product line. Adjusted EBITDA margin decreased from 9.7% for the three months ended June 30, 2020 to 9.5% for the three months ended June 30, 2021, primarily as a result of lower gross margin and higher warehousing, selling and administrative expenses.

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Canada

	Three months ended June 30,				Favorable (unfavorable)		% Change
(in millions)	2021		2020
Net sales:
External customers	$	238.6	$	331.5	$	(92.9)	(28.0)	%
Inter-segment	1.3		0.7		0.6		85.7	%
Total net sales	$	239.9	$	332.2	$	(92.3)	(27.8)	%
Cost of goods sold (exclusive of depreciation)	181.0		276.6		95.6		(34.6)	%
Outbound freight and handling	9.9		9.4		(0.5)		5.3	%
Warehousing, selling and administrative	24.0		21.0		(3.0)		14.3	%
Adjusted EBITDA	$	25.0	$	25.2	$	(0.2)	(0.8)	%

	Three months ended June 30,				Favorable (unfavorable)		% Change
(in millions)	2021		2020
Gross profit (exclusive of depreciation):
Net sales	$	239.9	$	332.2	$	(92.3)	(27.8)	%
Cost of goods sold (exclusive of depreciation)	181.0		276.6		95.6		(34.6)	%
Gross profit (exclusive of depreciation)	$	58.9	$	55.6	$	3.3	5.9	%

External sales in the Canada segment were $238.6 million, a decrease of $92.9 million, or 28.0%, for the three months ended June 30, 2021. On a constant currency basis, external net sales decreased $119.8 million, or 36.1%, primarily due to the effects of the Canadian Agriculture wholesale distribution exit and the Canadian Agriculture services divestiture.

Gross profit (exclusive of depreciation) increased $3.3 million, or 5.9%, to $58.9 million for the three months ended June 30, 2021. On a constant currency basis, gross profit (exclusive of depreciation) decreased $3.4 million, or 6.1%, primarily due to the Canadian Agriculture wholesale distribution exit and the Canadian Agriculture services divestiture. Gross margin increased from 16.8% for the three months ended June 30, 2020 to 24.7% for the three months ended June 30, 2021, primarily driven by the effects of the Canadian Agriculture wholesale distribution exit and favorable changes in product mix.

Outbound freight and handling expenses increased $0.5 million, or 5.3%, to $9.9 million for the three months ended June 30, 2021. On a constant currency basis, outbound freight and handling expenses decreased $0.5 million, or 5.3%, primarily due to lower sales volumes.

Warehousing, selling and administrative expenses increased by $3.0 million, or 14.3%, to $24.0 million for the three months ended June 30, 2021. On a constant currency basis, warehousing, selling and administrative expenses increased $0.3 million, or 1.4%, primarily due to higher variable compensation costs. As a percentage of external sales, warehousing, selling and administrative expenses increased from 6.3% for the three months ended June 30, 2020 to 10.1% for the three months ended June 30, 2021.

Adjusted EBITDA decreased by $0.2 million, or 0.8%, to $25.0 million for the three months ended June 30, 2021. On a constant currency basis, Adjusted EBITDA decreased $3.2 million, or 12.7%, primarily due to the effects of the Canadian Agriculture wholesale distribution exit and Canadian Agriculture services divestiture, partially offset by chemical price inflation and higher industrial end market demand. Adjusted EBITDA margin increased from 7.6% for the three months ended June 30, 2020 to 10.5% for the three months ended June 30, 2021, primarily due to higher gross margin.

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LATAM

	Three months ended June 30,				Favorable (unfavorable)		% Change
(in millions)	2021		2020
Net sales:
External customers	$	151.3	$	98.7	$	52.6	53.3	%
Total net sales (1)	$	151.3	$	98.7	$	52.6	53.3	%
Cost of goods sold (exclusive of depreciation)	117.7		74.4		(43.3)		58.2	%
Outbound freight and handling	3.0		2.2		(0.8)		36.4	%
Warehousing, selling and administrative	17.3		11.4		(5.9)		51.8	%
Brazil VAT charge (1)	—		0.3		0.3		(100.0)	%
Adjusted EBITDA (1)	$	13.3	$	11.0	$	2.3	20.9	%

	Three months ended June 30,				Favorable (unfavorable)		% Change
(in millions)	2021		2020
Gross profit (exclusive of depreciation):
Net sales	$	151.3	$	98.7	$	52.6	53.3	%
Cost of goods sold (exclusive of depreciation)	117.7		74.4		(43.3)		58.2	%
Gross profit (exclusive of depreciation) (1)	$	33.6	$	24.3	$	9.3	38.3	%
Brazil VAT charge (1)	—		0.4		(0.4)		(100.0)	%
Adjusted gross profit (exclusive of depreciation)	$	33.6	$	24.7	$	8.9	36.0	%

(1)Included in net sales and gross profit (exclusive of depreciation) is a $0.4 million Brazil VAT charge completing a net claim recovery recorded during the three months ended June 30, 2020. The charge of $0.3 million, net of associated fees, is excluded from Adjusted EBITDA.

External sales in the LATAM segment were $151.3 million, an increase of $52.6 million, or 53.3%, for the three months ended June 30, 2021. On a constant currency basis, external net sales increased $40.6 million, or 41.1%, primarily due to higher demand for our products in industrial solutions and chemical price inflation.

Gross profit (exclusive of depreciation) increased $9.3 million, or 38.3%, to $33.6 million for the three months ended June 30, 2021. On a constant currency basis, gross profit (exclusive of depreciation) increased $6.5 million, or 26.7%, due to favorable changes in product mix from industrial solutions. Gross margin decreased from 24.6% for the three months ended June 30, 2020 to 22.2% for the three months ended June 30, 2021, primarily driven by unfavorable changes in pricing from certain essential end markets as compared to the prior year.

Outbound freight and handling expenses increased $0.8 million, or 36.4%, to $3.0 million for the three months ended June 30, 2021, primarily due to higher sales volumes.

Warehousing, selling and administrative expenses increased $5.9 million, or 51.8%, to $17.3 million for the three months ended June 30, 2021. On a constant currency basis, warehousing, selling and administrative expenses increased $4.7 million, or 41.2%, primarily due to higher variable compensation costs. As a percentage of external sales, warehousing, selling and administrative expenses decreased from 11.6% for the three months ended June 30, 2020 to 11.4% for the three months ended June 30, 2021.

Adjusted EBITDA increased by $2.3 million, or 20.9%, to $13.3 million for the three months ended June 30, 2021. On a constant currency basis, Adjusted EBITDA increased $1.1 million, or 10.0%, primarily due to higher demand for our products in industrial solutions and chemical price inflation. Adjusted EBITDA margin decreased from 11.1% for the three months ended June 30, 2020 to 8.8% for the three months ended June 30, 2021, primarily as a result of lower gross margin.

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Results of Operations

The following tables set forth, for the periods indicated, certain statements of operations data, on the basis of reported data for the relevant period.

Six Months Ended June 30, 2021 Compared to Six Months Ended June 30, 2020

	Six months ended June 30,				Favorable (unfavorable)		% Change
(in millions)	2021		2020
Net sales	$	4,549.5	$	4,220.4	$	329.1	7.8	%
Cost of goods sold (exclusive of depreciation)	3,404.6		3,198.7		(205.9)		6.4	%
Operating expenses:
Outbound freight and handling	$	189.2	$	172.2	$	(17.0)	9.9	%
Warehousing, selling and administrative	576.0		525.0		(51.0)		9.7	%
Other operating expenses, net (1)	74.1		55.2		(18.9)		34.2	%
Depreciation	81.1		82.1		1.0		(1.2)	%
Amortization	26.3		30.6		4.3		(14.1)	%
Impairment charges	2.1		16.9		14.8		(87.6)	%
Total operating expenses	$	948.8	$	882.0	$	(66.8)	7.6	%
Operating income	$	196.1	$	139.7	$	56.4	40.4	%
Other income (expense):
Interest income	$	1.1	$	1.2	$	(0.1)	(8.3)	%
Interest expense	(53.4)		(59.2)		5.8		(9.8)	%
Gain (loss) on sale of business	88.2		(8.6)		96.8		N/M
Loss on extinguishment of debt	(2.2)		(1.8)		(0.4)		22.2	%
Other income (expense), net (1)	34.2		(2.3)		36.5		N/M
Total other income (expense)	$	67.9	$	(70.7)	$	138.6	N/M
Income before income taxes	$	264.0	$	69.0	$	195.0	282.6	%
Income tax expense	44.6		11.3		(33.3)		294.7	%
Net income	$	219.4	$	57.7	$	161.7	280.2	%

(1)For the six months ended June 30, 2020, the fair value adjustment for warrants was reclassified to other income (expense), net, from other operating expenses, net, to conform to the current year presentation. Refer to “Note 2: Significant accounting policies” in Item 1 of this Quarterly Report on Form 10-Q for more information.

Net sales

Net sales were $4,549.5 million for the six months ended June 30, 2021, an increase of $329.1 million, or 7.8%, from the six months ended June 30, 2020. Net sales increased due to chemical price inflation and higher industrial end market demand. The increase was partially offset by the Canadian Agriculture wholesale distribution exit and the Distrupol divestiture. Refer to the “Analysis of Segment Results” for the six months ended June 30, 2021 for additional information.

Gross profit (exclusive of depreciation)

Gross profit (exclusive of depreciation) increased $123.2 million, or 12.1%, to $1,144.9 million for the six months ended June 30, 2021. The increase in gross profit (exclusive of depreciation) was attributable to chemical price inflation and higher industrial end market demand. The increase was partially offset by unfavorable changes in pricing from certain essential end markets as compared to the prior year, the Canadian Agriculture services divestiture and the Canadian Agriculture wholesale distribution exit. Refer to the “Analysis of Segment Results” for the six months ended June 30, 2021 for additional information.

Outbound freight and handling

Outbound freight and handling expenses increased $17.0 million, or 9.9%, to $189.2 million for the six months ended June 30, 2021, primarily due to higher sales volumes and higher costs to deliver. On a constant currency basis, outbound freight and handling expenses increased $12.6 million, or 7.3%. Refer to the “Analysis of Segment Results” for the six months ended June 30, 2021 for additional information.

Warehousing, selling and administrative

Warehousing, selling and administrative expenses increased $51.0 million, or 9.7%, to $576.0 million for the six months ended June 30, 2021. On a constant currency basis, warehousing, selling and administrative expenses increased $38.1 million,

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or 7.3%, attributable to higher variable compensation costs across all of our segments and higher operating costs. Refer to the “Analysis of Segment Results” for the six months ended June 30, 2021 for additional information.

Other operating expenses, net

Other operating expenses, net increased $18.9 million from $55.2 million for the six months ended June 30, 2020 to $74.1 million for the six months ended June 30, 2021. The increase was primarily due to the withdrawal liability related to operating sites exiting the Central States multi-employer pension plan and lower gain on sale of property, plant and equipment, net. The increase was partially offset by lower restructuring charges and other employee severance and facility closure costs. Refer to “Note 6: Other operating expenses, net” in Item 1 of this Quarterly Report on Form 10-Q for additional information. 

Depreciation and amortization

Depreciation expense decreased $1.0 million, or 1.2%, to $81.1 million for the six months ended June 30, 2021, primarily due to assets reaching the end of their useful lives.

Amortization expense decreased $4.3 million, or 14.1%, to $26.3 million for the six months ended June 30, 2021, primarily due to intangibles reaching the end of their useful lives.

Impairment charges

Impairment charges of $2.1 million were recorded in the six months ended June 30, 2021, related to property, plant and equipment in connection with the announced closure of certain operating facilities within the USA and Canada segments. Impairment charges of $16.9 million were recorded in the six months ended June 30, 2020 related to intangibles and property, plant and equipment with the announced sale of the industrial spill and emergency response businesses within the USA segment and the announced closure of certain operating facilities. Refer to “Note 14: Supplemental balance sheet information” in Item 1 of this Quarterly Report on Form 10-Q for additional information.

Interest expense

Interest expense decreased $5.8 million, or 9.8%, to $53.4 million for the six months ended June 30, 2021 due to lower average outstanding borrowings as well as lower interest rates. Refer to “Note 13: Debt” in Item 1 of this Quarterly Report on Form 10-Q for additional information.

Gain (loss) on sale of business

A gain of $88.2 million was recorded in the six months ended June 30, 2021 primarily related to the sale of the Distrupol business, which was completed on April 1, 2021, and the first quarter adjustments to the sale price of the Canadian Agriculture services business, which was completed on November 30, 2020. A loss of $8.6 million was recorded in the six months ended June 30, 2020, primarily related to the working capital adjustment on the sale of the Environmental Sciences business, which was completed on December 31, 2019. Refer to “Note 4: Dispositions” in Item 1 of this Quarterly Report on Form 10-Q for additional information.

Loss on extinguishment of debt

Loss on extinguishment of debt of $2.2 million during the six months ended June 30, 2021 was driven by the June 2021 debt refinancing and repayment activity and the February 2021 partial prepayment of the Canadian ABL Term Loan. Loss on extinguishment of debt of $1.8 million during the six months ended June 30, 2020 was driven by the partial repayment of the Term B-3 Loan due 2024. Refer to “Note 13: Debt” in Item 1 of this Quarterly Report on Form 10-Q for additional information.

Other income (expense), net

Other income (expense), net changed $36.5 million, from an expense of $2.3 million for the six months ended June 30, 2020 to an income of $34.2 million for the six months ended June 30, 2021. The change was primarily related to the fair value adjustment on warrants, gains of undesignated swap contracts as well as the increase in non-operating pension income. The change was partially offset by higher debt refinancing costs in connection with the June 2021 debt refinancing and repayment activity and losses on undesignated foreign currency derivative instruments. Refer to “Note 8: Other income (expense), net” in Item 1 of this Quarterly Report on Form 10-Q for additional information.

Income tax expense

Income tax expense was $44.6 million for the six months ended June 30, 2021, resulting in an effective income tax rate of 16.9%. A discrete tax benefit of $2.1 million was included in the $44.6 million tax expense. The Company’s estimated annual effective income tax rate without discrete items was 30.5%, higher than the US federal statutory rate of 21.0%, primarily due to the impact of the higher tax rates in foreign jurisdictions, non-deductible expenses and US state income taxes.

Income tax expense was $11.3 million for the six months ended June 30, 2020, resulting in an effective income tax rate of 16.4%. A discrete tax benefit of $13.5 million, primarily attributable to the impairment of unrealizable assets and the benefit

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resulting from the Coronavirus Aid, Relief and Economic Security Act, was included in the $11.3 million tax expense. The Company’s estimated annual effective income tax rate without discrete items was 32.1%, higher than the US federal statutory rate of 21.0%. This is primarily due to the impact of the higher tax rates in foreign jurisdictions, non-deductible expenses and US state income taxes.

Analysis of Segment Results

USA

	Six months ended June 30,				Favorable (unfavorable)		% Change
(in millions)	2021		2020
Net sales:
External customers	$	2,793.2	$	2,526.9	$	266.3	10.5	%
Inter-segment	36.9		48.7		(11.8)		(24.2)	%
Total net sales	$	2,830.1	$	2,575.6	$	254.5	9.9	%
Cost of goods sold (exclusive of depreciation)	2,122.5		1,941.6		(180.9)		9.3	%
Outbound freight and handling	132.1		118.8		(13.3)		11.2	%
Warehousing, selling and administrative	348.1		323.4		(24.7)		7.6	%
Adjusted EBITDA	$	227.4	$	191.8	$	35.6	18.6	%

	Six months ended June 30,				Favorable (unfavorable)		% Change
(in millions)	2021		2020
Gross profit (exclusive of depreciation):
Net sales	$	2,830.1	$	2,575.6	$	254.5	9.9	%
Cost of goods sold (exclusive of depreciation)	2,122.5		1,941.6		(180.9)		9.3	%
Gross profit (exclusive of depreciation)	$	707.6	$	634.0	$	73.6	11.6	%

External sales in the USA segment were $2,793.2 million, an increase of $266.3 million, or 10.5%, for the six months ended June 30, 2021. The increase in external net sales was primarily related to chemical price inflation and higher industrial end market demand.

Gross profit (exclusive of depreciation) increased $73.6 million, or 11.6%, to $707.6 million for the six months ended June 30, 2021, primarily due to chemical price inflation. Gross margin increased from 25.1% for the six months ended June 30, 2020 to 25.3% for the six months ended June 30, 2021. The increase was primarily related to favorable changes in product mix.

Outbound freight and handling expenses increased $13.3 million, or 11.2%, to $132.1 million for the six months ended June 30, 2021, primarily due to higher sales volumes and higher costs to deliver.

Warehousing, selling and administrative expenses increased $24.7 million, or 7.6%, to $348.1 million for the six months ended June 30, 2021, primarily due to higher variable compensation costs. As a percentage of external sales, warehousing, selling and administrative expenses decreased from 12.8% for the six months ended June 30, 2020 to 12.5% for the nine months ended June 30, 2021.

Adjusted EBITDA increased by $35.6 million, or 18.6%, to $227.4 million for the six months ended June 30, 2021, primarily as a result of chemical price inflation and higher industrial end market demand. Adjusted EBITDA margin increased from 7.6% in the six months ended June 30, 2020 to 8.1% for the six months ended June 30, 2021, primarily as a result of higher gross margin.

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EMEA

	Six months ended June 30,				Favorable (unfavorable)		% Change
(in millions)	2021		2020
Net sales:
External customers	$	1,009.9	$	869.9	$	140.0	16.1	%
Inter-segment	2.7		1.7		1.0		58.8	%
Total net sales	$	1,012.6	$	871.6	$	141.0	16.2	%
Cost of goods sold (exclusive of depreciation)	756.3		649.0		(107.3)		16.5	%
Outbound freight and handling	32.0		28.9		(3.1)		10.7	%
Warehousing, selling and administrative	125.9		113.7		(12.2)		10.7	%
Adjusted EBITDA	$	98.4	$	80.0	$	18.4	23.0	%

	Six months ended June 30,				Favorable (unfavorable)		% Change
(in millions)	2021		2020
Gross profit (exclusive of depreciation):
Net sales	$	1,012.6	$	871.6	$	141.0	16.2	%
Cost of goods sold (exclusive of depreciation)	756.3		649.0		(107.3)		16.5	%
Gross profit (exclusive of depreciation)	$	256.3	$	222.6	$	33.7	15.1	%

External sales in the EMEA segment were $1,009.9 million, an increase of $140.0 million, or 16.1%, for the six months ended June 30, 2021. On a constant currency basis, external net sales increased $69.5 million, or 8.0%, primarily due to higher industrial end market demand and chemical price inflation, partially offset by the Distrupol divestiture.

Gross profit (exclusive of depreciation) increased $33.7 million, or 15.1%, to $256.3 million in the six months ended June 30, 2021. On a constant currency basis, gross profit (exclusive of depreciation) increased $14.9 million, or 6.7%, primarily due to higher average selling prices attributable to chemical price inflation. Gross margin decreased from 25.6% for the six months ended June 30, 2020 to 25.4% for the six months ended June 30, 2021, primarily driven by unfavorable changes in pricing from certain essential end markets as compared to the prior year.

Outbound freight and handling expenses increased $3.1 million, or 10.7%, to $32.0 million for the six months ended June 30, 2021. On a constant currency basis, outbound freight and handling expenses increased $0.5 million, or 1.7%, primarily due to higher costs to deliver.

Warehousing, selling and administrative expenses increased $12.2 million, or 10.7%, to $125.9 million for the six months ended June 30, 2021. On a constant currency basis, warehousing, selling and administrative expenses increased $3.2 million, or 2.8%, primarily due to higher variable compensation costs. As a percentage of external sales, warehousing, selling and administrative expenses decreased from 13.1% for the six months ended June 30, 2020 to 12.5% for the six months ended June 30, 2021.

Adjusted EBITDA increased by $18.4 million, or 23.0%, to $98.4 million for the six months ended June 30, 2021. On a constant currency basis, Adjusted EBITDA increased $11.2 million, or 14.0%, attributable to chemical price inflation and higher industrial end market demand, partially offset by the Distrupol divestiture and market pressures in the essential end markets and pharmaceutical finished goods product line. Adjusted EBITDA margin increased from 9.2% for the six months ended June 30, 2020 to 9.7% for the six months ended June 30, 2021.

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Canada

	Six months ended June 30,				Favorable (unfavorable)		% Change
(in millions)	2021		2020
Net sales:
External customers	$	461.3	$	617.3	$	(156.0)	(25.3)	%
Inter-segment	2.0		1.5		0.5		33.3	%
Total net sales	$	463.3	$	618.8	$	(155.5)	(25.1)	%
Cost of goods sold (exclusive of depreciation)	348.1		501.6		153.5		(30.6)	%
Outbound freight and handling	19.1		19.9		0.8		(4.0)	%
Warehousing, selling and administrative	44.8		44.8		—		—	%
Adjusted EBITDA	$	51.3	$	52.5	$	(1.2)	(2.3)	%

	Six months ended June 30,				Favorable (unfavorable)		% Change
(in millions)	2021		2020
Gross profit (exclusive of depreciation):
Net sales	$	463.3	$	618.8	$	(155.5)	(25.1)	%
Cost of goods sold (exclusive of depreciation)	348.1		501.6		153.5		(30.6)	%
Gross profit (exclusive of depreciation)	$	115.2	$	117.2	$	(2.0)	(1.7)	%

External sales in the Canada segment were $461.3 million, a decrease of $156.0 million, or 25.3%, for the six months ended June 30, 2021. On a constant currency basis, external net sales decreased $195.7 million, or 31.7%, primarily due to the effects of the Canadian Agriculture wholesale distribution exit and the Canadian Agriculture services divestiture.

Gross profit (exclusive of depreciation) decreased $2.0 million, or 1.7%, to $115.2 million for the six months ended June 30, 2021. On a constant currency basis, gross profit (exclusive of depreciation) decreased $11.9 million, or 10.2%, primarily due to the Canadian Agriculture services divestiture. Gross margin increased from 19.0% for the six months ended June 30, 2020 to 25.0% for the six months ended June 30, 2021, primarily driven by the effects of the Canadian Agriculture wholesale distribution exit and favorable changes in product mix.

Outbound freight and handling expenses decreased $0.8 million, or 4.0%, to $19.1 million for the six months ended June 30, 2021, primarily due to lower sales volumes.

Warehousing, selling and administrative expenses remained flat for the six months ended June 30, 2021 as compared to the six months ended June 30, 2020. On a constant currency basis, warehousing, selling and administrative expenses decreased $3.9 million, or 8.7%, primarily due to the effects of the Canadian Agriculture wholesale distribution exit and the Canadian Agriculture services divestiture, partially offset by higher variable compensation costs. As a percentage of external sales, warehousing, selling and administrative expenses increased from 7.3% for the six months ended June 30, 2020 to 9.7% for the six months ended June 30, 2021.

Adjusted EBITDA decreased by $1.2 million, or 2.3%, to $51.3 million for the six months ended June 30, 2021. On a constant currency basis, Adjusted EBITDA decreased $5.6 million, or 10.7%, primarily due to the Canadian Agriculture services divestiture and the effects of the Canadian Agriculture wholesale distribution exit, partially offset by chemical price inflation and higher industrial end market demand. Adjusted EBITDA margin increased from 8.5% for the six months ended June 30, 2020 to 11.1% for the six months ended June 30, 2021, primarily due to higher gross margin.

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LATAM

	Six months ended June 30,				Favorable (unfavorable)		% Change
(in millions)	2021		2020
Net sales:
External customers	$	285.1	$	206.3	$	78.8	38.2	%
Total net sales(1)	$	285.1	$	206.3	$	78.8	38.2	%
Cost of goods sold (exclusive of depreciation)	219.3		158.4		(60.9)		38.4	%
Outbound freight and handling	6.0		4.6		(1.4)		30.4	%
Warehousing, selling and administrative	30.9		24.3		(6.6)		27.2	%
Brazil VAT charge (1)	—		0.3		(0.3)		(100.0)	%
Adjusted EBITDA (1)	$	28.9	$	19.3	$	9.6	49.7	%

	Six months ended June 30,				Favorable (unfavorable)		% Change
(in millions)	2021		2020
Gross profit (exclusive of depreciation):
Net sales	$	285.1	$	206.3	$	78.8	38.2	%
Cost of goods sold (exclusive of depreciation)	219.3		158.4		(60.9)		38.4	%
Gross profit (exclusive of depreciation) (1)	$	65.8	$	47.9	$	17.9	37.4	%
Brazil VAT charge (1)	—		0.4		(0.4)		(100.0)	%
Adjusted gross profit (exclusive of depreciation)	$	65.8	$	48.3	$	17.5	36.2	%

(1)Included in net sales and gross profit (exclusive of depreciation) is a $0.4 million Brazil VAT charge completing a net claim recovery recorded during the six months ended June 30, 2020. The charge of $0.3 million, net of associated fees, is excluded from Adjusted EBITDA.

External sales in the LATAM segment were $285.1 million, an increase of $78.8 million, or 38.2%, for the six months ended June 30, 2021. On a constant currency basis, external net sales increased $74.2 million, or 36.0%, primarily due to higher demand for our products in industrial solutions and chemical price inflation.

Gross profit (exclusive of depreciation) increased $17.9 million, or 37.4%, to $65.8 million in the six months ended June 30, 2021. On a constant currency basis, gross profit (exclusive of depreciation) increased $17.8 million, or 37.2%, due to favorable changes in product mix from industrial solutions. Gross margin decreased from 23.2% for the six months ended June 30, 2020 to 23.1% for the six months ended June 30, 2021, primarily driven by unfavorable changes in pricing from certain essential end markets as compared to the prior year.

Outbound freight and handling expenses increased $1.4 million, or 30.4%, to $6.0 million for the six months ended June 30, 2021, primarily due to higher sales volumes.

Warehousing, selling and administrative expenses increased $6.6 million, or 27.2%, to $30.9 million for the six months ended June 30, 2021. On a constant currency basis, warehousing, selling and administrative expenses increased $6.5 million, or 26.7%, primarily due to higher variable compensation costs. As a percentage of external sales, warehousing, selling and administrative expenses decreased from 11.8% for the six months ended June 30, 2020 to 10.8% for the six months ended June 30, 2021.

Adjusted EBITDA increased by $9.6 million, or 49.7%, to $28.9 million for the six months ended June 30, 2021. On a constant currency basis, Adjusted EBITDA increased $9.8 million, or 50.8%, primarily due to higher demand for our products in industrial solutions and chemical price inflation. Adjusted EBITDA margin increased from 9.4% for the six months ended June 30, 2020 to 10.1% for the six months ended June 30, 2021.

Liquidity and Capital Resources

The Company’s primary sources of liquidity are cash generated from its operations and borrowings under its committed North American and European credit facilities (“credit facilities”). As of June 30, 2021, liquidity for the Company was $882.3 million, comprised of $207.0 million of cash and cash equivalents and $675.3 million of available borrowings under our credit facilities. These credit facilities are guaranteed by certain significant subsidiaries and secured by such parties’ eligible trade receivables and inventory with the maximum borrowing capacity under these credit facilities of $1.5 billion and €200 million. Significant reductions in the Company’s trade receivables and inventory would reduce our availability to access liquidity under these credit facilities. The Company has no active financial maintenance covenants in its credit agreements, however, there is a springing fixed charge coverage ratio (“FCCR”) under the revolving credit facilities of 1.0x, applicable only

39

if availability is less than or equal to 10% of the borrowing capacity. If the FCCR was applicable, the calculation would have been 5.1x as of June 30, 2021.

The Company’s primary liquidity and capital resource needs are to service its debt and to finance operating expenses, working capital, capital expenditures, other liabilities, costs of integration and general corporate purposes. The majority of the Company's debt obligations mature in 2026 and beyond. Refer to “Note 13: Debt” in Item 1 of this Quarterly Report on Form 10-Q for additional information related to the Company’s debt obligations. Management continues to balance its focus on sales and earnings growth with continuing efforts in cost control and working capital management.

Access to debt capital markets has historically provided the Company with sources of liquidity, beyond normal operating cash flows. We do not anticipate having difficulty in obtaining financing from those markets in the future with our history of favorable results in the debt capital markets and strong relationships with global financial institutions. Additionally, our ability to continue to access the debt capital markets with favorable interest rates and other terms will depend, to a significant degree, on maintaining our current ratings assigned by the credit rating agencies.

We expect our 2021 capital expenditures for maintenance, safety and cost improvements and investments in our digital capabilities to be approximately $120 million to $130 million.

On February 26, 2021, using the proceeds from the sale of the Canadian Agriculture services business and existing cash, the Company repaid $47.1 million of debt outstanding under the Canadian ABL Term Loan. Refer to “Note 13: Debt” in Item 1 of this Quarterly Report on Form 10-Q for additional information.

On June 3, 2021, the Company entered into the Sixth Amendment to its Credit Agreement, dated July 1, 2015, which provided a new Term B-6 Loan facility in an aggregate principal amount of $1.0 billion. The proceeds from the new Term B-6 Loan facility and an incremental borrowing of $274.2 million under the Company's existing North American ABL facility were used to repay in full the outstanding Term B-3 Loan facility and satisfy related lending and refinancing fees. Refer to “Note 13: Debt” in Item 1 of this Quarterly Report on Form 10-Q for additional information.

We believe funds provided by our primary sources of liquidity will be adequate to meet our liquidity, debt repayment obligations and capital resource needs for at least the next 12 months under current operating conditions.

Cash Flows

The following table presents a summary of our cash flows:

	Six months ended June 30,
(in millions)	2021		2020
Net cash (used) provided by operating activities	$	(8.6)	$	73.5
Net cash provided (used) by investing activities	103.6		(47.2)
Net cash (used) provided by financing activities	(269.7)		198.6
Effect of exchange rate changes on cash and cash equivalents	(4.9)		(7.8)
Net (decrease) increase in cash and cash equivalents	$	(179.6)	$	217.1

Cash (Used) Provided by Operating Activities

Cash (used) provided by operating activities decreased $82.1 million to cash used of $8.6 million for the six months ended June 30, 2021 from cash provided of $73.5 million for the six months ended June 30, 2020. The change is primarily due to changes in trade working capital partially offset by changes in other, net. The change in net income, exclusive of non-cash items, provided net cash inflows of $24.1 million from cash inflows of $215.8 million and $191.7 million for the six months ended June 30, 2021 and 2020, respectively. Refer to “Results of Operations” above for additional information.

The change in trade working capital, which includes trade accounts receivable, net, inventories and trade accounts payable, was a net cash outflow of $177.4 million for the six months ended June 30, 2021 as compared to the six months ended June 30, 2020. The year-over-year cash outflows related to trade accounts receivable, net are primarily due to improved sales in the current year. Inventory cash outflows on a year-over-year basis were primarily related to increased purchases within the USA segment. The year-over-year cash inflows related to trade accounts payable are primarily attributable to increased inventory purchases in the current year.

The change in other, net produced net cash inflows of $97.2 million for the six months ended June 30, 2021 as compared to the six months ended June 30, 2020. The year-over-year cash inflows were primarily attributable to current year increases in accrued compensation, current year multi-employer pension plan withdrawal liabilities and timing differences in other assets and liabilities.

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Cash Provided (Used) by Investing Activities

Cash provided (used) by investing activities increased $150.8 million to cash provided of $103.6 million for the six months ended June 30, 2021 from used of $47.2 million for the six months ended June 30, 2020. The increase is primarily due to proceeds of $136.7 million from the current year sale of the Distrupol business. Refer to “Note 4: Dispositions” in Item 1 of this Quarterly Report on Form 10-Q for additional information related to the Company's dispositions.

Cash (Used) Provided by Financing Activities

Cash (used) provided by financing activities decreased $468.3 million to cash used of $269.7 million for the six months ended June 30, 2021 from cash provided of $198.6 million for the six months ended June 30, 2020. The decrease is primarily due to increased long-term debt repayments during the six months ended June 30, 2021 as compared to the six months ended June 30, 2020, and prior year net increases in proceeds from revolving credit facilities. Refer to “Note 13: Debt” in Item 1 of this Quarterly Report on Form 10-Q for additional information. The financing cash outflows were partially offset by the current year issuance of long-term debt and proceeds from the exercise of outstanding warrants and stock options.

Off-Balance Sheet Arrangements

There were no material changes in the Company’s off-balance sheet arrangements since the filing of the Company’s Annual Report on Form 10-K for the year ended December 31, 2020.

Contractual Obligations and Commitments

There were no material changes in the Company’s contractual obligations and commitments since the filing of the Company’s Annual Report on Form 10-K for the year ended December 31, 2020, other than as disclosed in “Note 9: Employee benefit plans” and “Note 13: Debt” to the interim condensed consolidated financial statements included in Item 1 of this Quarterly Report on Form 10-Q.

Critical Accounting Estimates

There were no material changes in the Company’s critical accounting estimates since the filing of the Company’s Annual Report on Form 10-K for the year ended December 31, 2020.

Recently Issued Accounting Pronouncements

See “Note 2: Significant accounting policies” to the interim condensed consolidated financial statements included in Item 1 of this Quarterly Report on Form 10-Q.

Forward Looking Statements and Information

Certain parts of this Quarterly Report on Form 10-Q contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are generally accompanied by words such as “believes,” “expects,” “may,” “will,” “should,” “could,” “seeks,” “intends,” “plans,” “estimates,” “anticipates” or other comparable terms. All forward-looking statements made in this Quarterly Report on Form 10-Q are qualified by these cautionary statements.

Any forward-looking statements represent our views only as of the date of this report and should not be relied upon as representing our views as of any subsequent date, and we undertake no obligation, other than as may be required by law, to update any forward-looking statement. We caution you that forward-looking statements are not guarantees of future performance and that our actual performance may differ materially from those made in or suggested by the forward-looking statements contained in this Quarterly Report on Form 10-Q. Forward-looking statements include, but are not limited to, statements about:

•demand for products, systems and services that meet growing customer sustainability standards, expectations and preferences and our ability to provide such products, systems and services to maintain our competitive position;

•our liquidity outlook and the funding thereof, and cash requirements and adequacy of resources to fund them;

•the impact of ongoing tax guidance and interpretations;

•the impact of the COVID-19 pandemic, weather events and economic conditions on our end markets, operations, financial condition and operating results;

•our expense control and cost reduction plans and other strategic plans and initiatives;

•our ability to solve customer technical challenges and accelerate product development cycles;

•our ability to sell specialty products at higher profit;

•significant factors that may adversely affect us and our industry;

•the outcome and effect of ongoing and future legal proceedings;

•market conditions and outlook;

•future contributions to, and withdrawal liability in connection with, our pension plans and cash payments for postretirement benefits; and

41

•future capital expenditures and investments.

Potential factors that could affect such forward-looking statements include, among others:

•general economic conditions, particularly fluctuations in industrial production and consumption and the timing and extent of economic downturns;

•significant changes in the pricing, demand and availability of chemicals;

•increases in transportation and fuel costs and changes in our relationship with third party providers;

•significant changes in the business strategies of producers or in the operations of our customers;

•the sustained geographic spread of the COVID-19 pandemic, the duration and severity of the COVID-19 pandemic, current and new actions that may be taken by governmental authorities to address or otherwise mitigate the impact of the COVID-19 pandemic, the potential negative impacts of COVID-19 on the global economy and our employees, customers, vendors and suppliers, and the overall impact of the COVID-19 pandemic on our business, results of operations and financial condition;

•our indebtedness, the restrictions imposed by, and costs associated with, our debt instruments, and our ability to obtain additional financing;

•potential business disruptions and security breaches, including cybersecurity incidents;

•increased competitive pressures, including as a result of competitor consolidation;

•the broad spectrum of laws and regulations that we are subject to, including extensive environmental, health and safety laws and regulations;

•an inability to generate sufficient working capital;

•accidents, safety failures, environmental damage, product quality issues, delivery failures or hazards and risks related to our operations and the hazardous materials we handle;

•potential inability to obtain adequate insurance coverage;

•ongoing litigation, potential product liability claims and recalls, and other environmental, legal and regulatory risks;

•challenges associated with international operations;

•exposure to interest rate and currency fluctuations;

•risks associated with integration of legacy business systems;

•possible impairment of goodwill and intangible assets;

•an inability to integrate the business and systems of companies we acquire, including failure to realize the anticipated benefits of such acquisitions;

•negative developments affecting our pension plans and multi-employer pensions;

•labor disruptions associated with the unionized portion of our workforce; and

•the other factors described in the Company's filings with the Securities and Exchange Commission.

You should read this Quarterly Report on Form 10-Q, including the uncertainties and factors discussed under “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2020 in full and with the understanding that actual future results may be materially different from expectations expressed or implied by any forward-looking statement. All forward-looking statements made in this Quarterly Report on Form 10-Q are qualified by these cautionary statements. These forward-looking statements are made only as of the date of this Quarterly Report on Form 10-Q and we do not undertake any obligation, other than as may be required by law, to update or revise any forward-looking or cautionary statements to reflect changes in assumptions, the occurrence of events, unanticipated or otherwise and changes in future operating results over time or otherwise.

Comparisons of results between current and prior periods are not intended to express any future trends, or indications of future performance, unless expressed as such, and should only be viewed as historical data.

Non-GAAP Financial Measures

We monitor the results of our reportable segments separately for the purposes of making decisions about resource allocation and performance assessment. We evaluate performance using Adjusted EBITDA. We define Adjusted EBITDA as consolidated net income, plus the sum of: interest expense, net of interest income; income tax expense; depreciation; amortization; impairment charges; loss on extinguishment of debt; other operating expenses, net (see “Note 6: Other operating expenses, net” in Item 1 of this Quarterly Report on Form 10-Q for additional information); and other income (expense), net (see “Note 8: Other income (expense), net” in Item 1 of this Quarterly Report on Form 10-Q for additional information), and in 2020, Brazil VAT charge. For a reconciliation of the non-GAAP financial measures to its most comparable GAAP measure, see “Analysis of Segment Results” within this Item and for a reconciliation of net income to Adjusted EBITDA, the most comparable measure calculated in accordance with GAAP, see “Note 19: Segments” to our condensed consolidated financial statements in Item 1 of this Quarterly Report on Form 10-Q.

We believe other financial measures that do not comply with US GAAP provide relevant and meaningful information concerning the ongoing operating results of the Company. These financial measures include gross profit (exclusive of

42

depreciation), adjusted gross profit (exclusive of depreciation), gross margin and Adjusted EBITDA margin. We define these financial measures as follows:

•Gross profit (exclusive of depreciation): net sales less cost of goods sold (exclusive of depreciation);

•Adjusted gross profit (exclusive of depreciation): net sales less cost of goods sold (exclusive of depreciation) plus Brazil VAT charge;

•Gross margin: gross profit (exclusive of depreciation) divided by external sales on a segment level and by net sales on a consolidated level; and

•Adjusted EBITDA margin: Adjusted EBITDA divided by external sales on a segment level and by net sales on a consolidated level.

Management believes Adjusted EBITDA, Adjusted EBITDA margin, gross profit (exclusive of depreciation), adjusted gross profit (exclusive of depreciation) and gross margin are important measures in assessing operating performance. The non-GAAP financial measures are included as a complement to results provided in accordance with GAAP because management believes these non-GAAP financial measures help investors’ ability to analyze underlying trends in the Company’s business, evaluate its performance relative to other companies in its industry and provide useful information to both management and investors by excluding certain items that may not be indicative of the Company’s core operating results. Additionally, the Company uses Adjusted EBITDA in setting performance incentive targets to align management compensation measurement with operational performance. Adjusted EBITDA, Adjusted EBITDA margin, gross profit (exclusive of depreciation), adjusted gross profit (exclusive of depreciation) and gross margin are not measures calculated in accordance with GAAP and should not be considered a substitute for net income or any other measure of financial performance presented in accordance with GAAP. Additionally, other companies may calculate Adjusted EBITDA differently than we do, limiting its usefulness as a comparative measure.

Item 3.        Quantitative and Qualitative Disclosures about Market Risk

There were no material changes from the “Quantitative and Qualitative Disclosure about Market Risk” disclosed in Part II, Item 7A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2020.

Item 4.        Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of the Company’s management, including the principal executive officer and principal financial officer, the Company conducted an evaluation as of June 30, 2021 of the effectiveness of the design and operation of its disclosure controls and procedures, as such term is defined under Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934, as amended. Based on this evaluation, the principal executive officer and principal financial officer concluded the Company’s disclosure controls and procedures were effective as of June 30, 2021.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting during the quarter ended June 30, 2021 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II.

OTHER INFORMATION

Item 1.        Legal Proceedings

Information pertaining to legal proceedings can be found in Note 17 to the interim condensed consolidated financial statements included in Part I, Financial Statements of this report.

Item 1A.     Risk Factors

There have been no material changes from the risk factors previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2020.

Item 2.         Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3.         Defaults upon Senior Securities

None.

Item 4.         Mine Safety Disclosures

None.

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Item 5.         Other Information

None.

Item 6.         Exhibits

Exhibit Number	Exhibit Description
3.1	Third Amended and Restated Certificate of Incorporation, incorporated by reference to Exhibit 3.1 to the Registration Statement on Form S-8 of the Company, filed on June 23, 2015
3.2	Certificate of Amendment of Certificate of Incorporation, incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K of the Company, filed on August 23, 2018
3.3	Certificate of Amendment of the Certificate of Incorporation, incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K of the Company, filed on August 22, 2019
3.4	Amendment to Certificate of Incorporation of the Company, incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K of Univar Solutions Inc., filed on May 11, 2021
3.5*	Fourth Amended and Restated Bylaws of the Company effective May 6, 2021
10.1	Amendment No. 6, dated June 3, 2021, among Univar Solutions USA Inc., Univar Solutions Inc., Univar Netherlands Holding B.V., the several banks and financial institutions from time to time party thereto, JPMorgan Chase Bank, N.A. and Bank of America, N.A., to the Credit Agreement dated July 1, 2015, between Univar Solutions USA Inc., Univar Solutions Inc., Univar Netherlands Holding B.V., the several banks and financial institutions from time to time party thereto and Bank of America, N.A., incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Univar Solutions Inc., filed on June 9, 2021
10.2†*	Compensatory arrangement between Univar Solutions Inc. and Carl Lukach
31.1*	Certification of Chief Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*	Certification of Chief Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1**	Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2**	Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS	Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
101.SCH	Inline XBRL Taxonomy Extension Schema Document
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document
104	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

_______________________

†	Identifies each management compensation plan or arrangement
*	Filed herewith
**	Furnished herewith

44

SIGNATURES

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 thereunto duly authorized.

 

Univar Solutions Inc. (Registrant)
By:	/s/ David C. Jukes
	David C. Jukes President and Chief Executive Officer

Date: August 3, 2021

 

By:	/s/ Nicholas W. Alexos
	Nicholas W. Alexos Executive Vice President and Chief Financial Officer

Date: August 3, 2021

45

EX-3.5

UNIVAR SOLUTIONS INC.

FOURTH AMENDED AND RESTATED BYLAWS

Effective as of May 6, 2021

1

ARTICLE I STOCKHOLDERS 4

Section 1.01. Annual Meetings 4

Section 1.02. Special Meetings 4

Section 1.03. Participation in Meetings by Remote Communication 4

Section 1.04. Notice of Meetings; Waiver 4

Section 1.05. Quorum 5

Section 1.06. Voting 5

Section 1.07. Voting Lists 5

Section 1.08. Adjournment 5

Section 1.09. Proxies 6

Section 1.10. Organization; Procedure; Inspection of Elections 6

Section 1.11. Stockholder Action by Written Consent 7

Section 1.12. Notice of Stockholder Proposals and Nominations 7

Section 1.13. Stockholder Nominations Included in the Corporation’s Proxy Materials 12

ARTICLE II BOARD OF DIRECTORS 20

Section 2.01. General Powers 20

Section 2.02. Election of Directors 20

Section 2.03. Annual and Regular Meetings: Notice 21

Section 2.04. Special Meetings; Notice 21

Section 2.05. Quorum 21

Section 2.06. Voting 21

Section 2.07. Adjournment 21

Section 2.08. Action Without a Meeting 21

Section 2.09. Regulations; Manner of Acting 22

Section 2.10. Action by Telephonic Communications 22

Section 2.11. Removal; Resignation 22

Section 2.12. Director Fees and Expenses 22

Section 2.13. Reliance on Accounts and Reports, etc. 22

ARTICLE III COMMITTEES 22

Section 3.01. How Constituted 22

Section 3.02. Powers 22

Section 3.03. Proceedings 23

Section 3.04. Quorum and Manner of Acting 23

Section 3.05. Action by Telephonic Communications 23

Section 3.06. Resignations 23

Section 3.07. Removal 23

Section 3.08. Vacancies 23

ARTICLE IV OFFICERS 24

Section 4.01. Number 24

Section 4.02. Election 24

Section 4.03. Salaries 24

Section 4.04. Removal and Resignation; Vacancies 24

Section 4.05. Authority and Duties of Officers 24

Section 4.06. Chair of the Board 24

Section 4.07. Chief Executive Officer 24

Section 4.08. President 25

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Section 4.09. Vice President 25

Section 4.10. Secretary and Assistant Secretaries 25

Section 4.11. Chief Financial Officer, Treasurer and Assistant Treasurers 25

Section 4.12. Security 25

Section 4.13. Action with Respect to Securities of Other Companies 26

ARTICLE V CAPITAL STOCK 26

Section 5.01. Certificates of Stock, Uncertificated Shares 26

Section 5.02. Signatures; Facsimile 26

Section 5.03. Lost, Stolen or Destroyed Certificates 26

Section 5.04. Transfer of Stock 26

Section 5.05. Registered Stockholders 26

Section 5.06. Transfer Agent and Registrar 27

ARTICLE VI INDEMNIFICATION 27

Section 6.01. Nature of Indemnity 27

Section 6.02. Successful Defense 27

Section 6.03. Determination That Indemnification Is Proper 27

Section 6.04. Advance of Expenses 28

Section 6.05. Procedure for Indemnification of Directors and Officers 28

Section 6.06. Contract Right; Non-Exclusivity; Indemnification Priority Survival 28

Section 6.07. Insurance 29

Section 6.08. Subrogation 29

Section 6.09. Employees and Agents 29

Section 6.10. Interpretation, Severability 29

ARTICLE VII OFFICES 29

Section 7.01. Registered Office 29

Section 7.02. Other Offices 29

ARTICLE VIII GENERAL PROVISIONS 30

Section 8.01. Dividends 30

Section 8.02. Reserves 30

Section 8.03. Execution of Instruments 30

Section 8.04. Voting as Stockholder 30

Section 8.05. Fiscal Year 30

Section 8.06. Seal 30

Section 8.07. Books and Records; Inspection 30

Section 8.08. Electronic Transmission 31

ARTICLE IX AMENDMENT OF BYLAWS 31

Section 9.01. Amendment 31

ARTICLE X CONSTRUCTION 31

Section 10.01. Construction 31

3

UNIVAR SOLUTIONS INC.

FOURTH AMENDED AND RESTATED BYLAWS

As amended and restated effective May 6, 2021

Article I

STOCKHOLDERS

Section 1.01.Annual Meetings. The annual meeting of the stockholders of Univar Solutions Inc. (the “Corporation”) for the election of directors (each, a “Director”) to succeed Directors whose terms expire and for the transaction of such other business as properly may come before such meeting shall be held each year, either within or without the State of Delaware, at such place, if any, and on such date and at such time, as may be fixed from time to time by resolution of the Corporation’s Board of Directors (the “Board”) and set forth in the notice or waiver of notice of the meeting, unless, subject to the certificate of incorporation of the Corporation (the “Certificate of Incorporation”) and Section 1.11 of these Bylaws, the stockholders have acted by written consent to elect Directors as permitted by the General Corporation Law of the State of Delaware, as amended from time to time (the “DGCL”). The Board may postpone, reschedule or cancel any annual meeting of stockholders previously scheduled by the Board.

Section 1.02.Special Meetings. Special meetings of the stockholders of the Corporation may be called only in the manner set forth in the Certificate of Incorporation. Notice of every special meeting of the stockholders of the Corporation shall state the purpose or purposes of such meeting. Except as otherwise required by law, the business conducted at a special meeting of stockholders of the Corporation shall be limited exclusively to the business set forth in the Corporation’s notice of meeting, and the individual or group calling such meeting shall have exclusive authority to determine the business included in such notice. Any special meeting of the stockholders shall be held either within or without the State of Delaware, at such place, if any, and on such date and time, as shall be specified in the notice of such special meeting. The Board may postpone, reschedule or cancel any special meeting of stockholders previously scheduled by the Board.

Section 1.03.Participation in Meetings by Remote Communication. The Board, acting in its sole discretion, may establish guidelines and procedures in accordance with applicable provisions of the DGCL and any other applicable law for the participation by stockholders and proxyholders in a meeting of stockholders by means of remote communications, and may determine that any meeting of stockholders will not be held at any place but will be held solely by means of remote communication. Stockholders and proxyholders complying with such procedures and guidelines and otherwise entitled to vote at a meeting of stockholders shall be deemed present in person and entitled to vote at a meeting of stockholders, whether such meeting is to be held at a designated place or solely by means of remote communication.

Section 1.04.Notice of Meetings; Waiver.

The Secretary or any Assistant Secretary shall cause notice of each meeting of stockholders to be given in a manner permitted by the DGCL not less than 10 nor more than 60 days prior to the meeting, to each stockholder of record entitled to vote at such meeting, subject to such exclusions as are then permitted by the DGCL. The notice shall specify (i) the record date for determining the stockholders entitled to vote at the meeting (if such date is different from the record date of stockholders entitled to notice of the meeting), (ii) the place, if any, date and time of such meeting of the stockholders, (iii) the means of remote communications, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such meeting, (iv) in the case of a special meeting, the purpose or purposes for which such meeting is called and (v) such other

4

information as may be required by law or as may be deemed appropriate by the Board, the Chief Executive Officer or the Secretary of the Corporation. If the stockholder list referred to in Section 1.07 of these Bylaws is made accessible on an electronic network, the notice of meeting shall indicate how the stockholder list can be accessed. If a stockholder meeting is to be held solely by means of electronic communications, the notice of such meeting must provide the information required to access such stockholder list.

(a)    A written waiver of notice of meeting signed by a stockholder, or a waiver by electronic transmission by a stockholder, whether given before or after the meeting, is deemed equivalent to notice. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the stockholders need be specified in a waiver of notice. The attendance of any stockholder at a meeting of stockholders is a waiver of notice of such meeting, except when the stockholder attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business at the meeting on the ground that the meeting is not lawfully called or convened.

Section 1.05.Quorum. Except as otherwise required by law or by the Certificate of Incorporation, the presence in person or by proxy of the holders of record of a majority in voting power of the shares entitled to vote at a meeting of stockholders shall constitute a quorum for the transaction of business at such meeting, provided, however, that where a separate vote by a class or series is required, the holders of a majority in voting power of all issued and outstanding stock of such class or series entitled to vote on such matter, present in person or represented by proxy, shall constitute a quorum entitled to take action with respect to such matter. In the absence of a quorum, the stockholders so present may, by a majority in voting power thereof, adjourn the meeting from time to time in the manner provided in Section 1.08 of these Bylaws until a quorum shall attend.

Section 1.06.Voting. Except as otherwise provided in the Certificate of Incorporation, the certificate of designation for any series of preferred stock or by law, every holder of record of shares entitled to vote at a meeting of stockholders shall be entitled to one vote for each such share outstanding in such person’s name on the books of the Corporation at the close of business on the record date for such vote. If no record date has been fixed for a meeting of stockholders, then every holder of record of shares entitled to vote at a meeting of stockholders shall be entitled to one vote (unless otherwise provided by the Certificate of Incorporation or by applicable law) for each such share of stock outstanding in such person’s name on the books of the Corporation at the close of business on the day next preceding the day on which notice of the meeting is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. Except as otherwise required by law, the Certificate of Incorporation, these Bylaws, the rules and regulations of any stock exchange applicable to the Corporation, or pursuant to any other rule or regulation applicable to the Corporation or its stockholders, the vote of a majority in voting power of the shares entitled to vote at a meeting of stockholders on the subject matter in question represented in person or by proxy at any meeting at which a quorum is present shall be sufficient for the transaction of any business at such meeting. The stockholders do not have the right to cumulate their votes for the election of Directors.

Section 1.07.Voting Lists. The officer of the Corporation who has charge of the stock ledger of the Corporation shall prepare, at least 10 days before every meeting of the stockholders (and before any adjournment thereof for which a new record date has been set), a complete list of the stockholders of record entitled to vote at the meeting, arranged in alphabetical order and showing the address of each stockholder and the number of shares registered in the name of each stockholder. This list, which may be in any format including electronic format, shall be open to the examination of any stockholder prior to and during the meeting for any purpose germane to the meeting in the manner required by the DGCL and other applicable law. The stock ledger shall be the only evidence as to who are the stockholders entitled by this section to examine the list required by this section or to vote in person or by proxy at any meeting of stockholders.

Section 1.08.Adjournment. Any meeting of stockholders may be adjourned from time to time, by the presiding person of the meeting or by the vote of a majority in voting power of the shares of stock present in

5

person or represented by proxy at the meeting, to reconvene at the same or some other place, and notice need not be given of any such adjourned meeting if the place, if any, and date and time thereof (and the means of remote communication, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such meeting) are announced at the meeting at which the adjournment is taken unless the adjournment is for more than 30 days or a new record date is fixed for the adjourned meeting after the adjournment, in which case notice of the adjourned meeting in accordance with Section 1.04 of these Bylaws shall be given to each stockholder of record entitled to vote at the meeting. At the adjourned meeting, the Corporation may transact any business that might have been transacted at the original meeting.

Section 1.09.Proxies. Any stockholder entitled to vote at any meeting of the stockholders or to express consent to or dissent from corporate action in writing without a meeting may authorize another person or persons to act for such stockholder by proxy. A stockholder may authorize a valid proxy by executing a written instrument signed by such stockholder, or by causing such stockholder’s signature to be affixed to such writing by any reasonable means including, but not limited to, by facsimile signature, or by transmitting or authorizing an electronic transmission setting forth an authorization to act as proxy to the person designated as the holder of the proxy, a proxy solicitation firm or a like authorized agent. No proxy may be voted or acted upon after the expiration of three years from the date of such proxy, unless such proxy provides for a longer period. Every proxy is revocable at the pleasure of the stockholder executing it unless the proxy states that it is irrevocable and applicable law makes it irrevocable. A stockholder may revoke any proxy which is not irrevocable by attending the meeting and voting in person or by filing an instrument in writing revoking the proxy or by filing another duly executed proxy bearing a later date with the Secretary. Proxies by electronic transmission must either set forth or be submitted with information from which it can be determined that the electronic transmission was authorized by the stockholder. Any copy, facsimile telecommunication or other reliable reproduction of a writing or transmission created pursuant to this section may be substituted or used in lieu of the original writing or transmission for any and all purposes for which the original writing or transmission could be used, provided that such copy, facsimile telecommunication or other reproduction shall be a complete reproduction of the entire original writing or transmission.

Section 1.10.Organization; Procedure; Inspection of Elections.

(a)    At every meeting of stockholders the presiding person shall be the Chair of the Board or, in the event of the Chair of the Board’s absence or disability, the Chief Executive Officer or, in the event of the Chief Executive Officer’s absence or disability, a presiding person chosen by resolution of the Board. The Secretary, or in the event of the Secretary’s absence or disability, the Assistant Secretary, if any, or if there be no Assistant Secretary, in the absence of the Secretary, an appointee of the presiding person, shall act as secretary of the meeting. The Board may make such rules or regulations for the conduct of meetings of stockholders as it shall deem necessary, appropriate or convenient. Subject to any such rules and regulations, the presiding person of any meeting shall have the right and authority to prescribe rules, regulations and procedures for such meeting and to take all such actions as in the judgment of the presiding person are appropriate for the proper conduct of such meetings. Such rules, regulations or procedures, whether adopted by the Board or prescribed by the presiding person of the meeting, may include, without limitation, the following: (i) the establishment of an agenda or order of business for the meeting; (ii) rules and procedures for maintaining order at the meeting and the safety of those present; (iii) limitations on attendance at or participation in the meeting to stockholders of record of the Corporation, their duly authorized and constituted proxies or such other persons as the presiding person of the meeting shall determine; (iv) restrictions on entry to the meeting after the time fixed for the commencement thereof; (v) limitations on the time allotted to questions or comments by participants; and (vi) restrictions on the use of cell phones, audio or video recording devices and similar devices at the meeting. The presiding person at any meeting of stockholders, in addition to making any other determinations that may be appropriate to the conduct of the meeting, shall, if the facts warrant, determine and declare to the meeting that a matter or business was not properly brought before the meeting and if such presiding person should so determine, such presiding person shall so declare to the meeting and any such matter of business not properly brought before the meeting shall not be

6

transacted or considered. Unless and to the extent determined by the Board or the person presiding over the meeting, meetings of stockholders shall not be required to be held in accordance with the rules of parliamentary procedure.

(b)    Preceding any meeting of the stockholders, the Board may, and when required by law shall, appoint one or more persons to act as inspectors of elections, and may designate one or more alternate inspectors. If no inspector or alternate so appointed by the Board is able to act, or if no inspector or alternate has been appointed and the appointment of an inspector is required by law, the person presiding at the meeting shall appoint one or more inspectors to act at the meeting. No Director or nominee for the office of Director shall be appointed as an inspector of elections. Each inspector, before entering upon the discharge of the duties of an inspector, shall take and sign an oath faithfully to execute the duties of inspector with strict impartiality and according to the best of the inspector’s ability. The inspectors shall discharge their duties in accordance with the requirements of applicable law.

Section 1.11.Stockholder Action by Written Consent. Except as otherwise provided in the Certificate of Incorporation, stockholders may not take any action by written consent in lieu of action at an annual or special meeting of stockholders.

Section 1.12.Notice of Stockholder Proposals and Nominations.

(a)    Annual Meetings of Stockholders. (i) Nominations of persons for election to the Board and the proposal of business to be considered by the stockholders may be made at an annual meeting of stockholders only (A) pursuant to the Corporation’s notice of the meeting (or any supplement thereto), (B) by or at the direction of the Board or a Committee appointed by the Board for such purpose, (C) by any stockholder of the Corporation who is entitled to vote at the meeting, who complies with the notice procedures set forth in clauses (ii) and (iii) of this Section 1.12(a) and who is a stockholder of record at the time such notice is delivered and at the date of the meeting, or (D) by any Nominating Stockholder (as defined in Section 1.13(a)) whose Nominee (as defined in Section 1.13(a)) is included in the Corporation’s proxy materials for the relevant annual meeting pursuant to Section 1.13. Clauses (C) and (D) shall be the exclusive means for a stockholder to make director nominations, and clause (C) shall be the exclusive means for a stockholder to submit proposals for other business (other than matters properly brought under Rule 14a-8 under the Exchange Act and included in the Corporation’s proxy statement that has been prepared to solicit proxies for such annual meeting) before an annual meeting of stockholders.

(ii) For nominations or other business to be properly brought before an annual meeting by a stockholder pursuant to subclause (C) of Section 1.12(a)(i) of these Bylaws, the stockholder must have given timely notice thereof in writing to the Secretary of the Corporation (the stockholder providing such notice, the “Noticing Stockholder”) and any such proposed business other than nominations must constitute a proper matter for stockholder action. To be timely, a stockholder’s notice shall be delivered to the Secretary of the Corporation at the principal executive offices of the Corporation not later than the close of business on the 90th day nor earlier than the 120th day prior to the first anniversary of the preceding year’s annual meeting; provided that if the date of the annual meeting is advanced by more than 30 days or delayed by more than 70 days from such anniversary date of the preceding year’s annual meeting or if no annual meeting was held in the preceding year, notice by the Noticing Stockholder to be timely must be so delivered not earlier than the 120th day prior to such annual meeting and not later than the close of business on the later of the 90th day prior to such annual meeting or the 10th day following the day on which public announcement of the date of such meeting is first made. Such Noticing Stockholder’s notice shall set forth (A) as to each person whom the Noticing Stockholder proposes to nominate for election or re-election as a Director all information relating to such person that is required to be disclosed in solicitations of proxies

7

for election of Directors, or is otherwise required, in each case pursuant to and in accordance with Section 14(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations promulgated thereunder, including such person’s written consent to being named in the proxy statement as a nominee and to serving as a Director if elected; (B) a completed and signed questionnaire and written representation and agreement, each as may be required by Section 1.12(a)(iv); (C) all information relating to the nominee that would be required by this Section 1.12 to be set forth in a stockholder’s notice with respect to a nomination if such nominee were a stockholder providing notice of a nomination to be made at the meeting; (D) as to any other business that the Noticing Stockholder proposes to bring before the meeting, a brief description of the business desired to be brought before the meeting (including the text of any resolution proposed for consideration and if such business includes proposed amendments to the Certificate of Incorporation or Bylaws, the text of the proposed amendments), the reasons for conducting such business at the meeting and any material interest in such business of such Noticing Stockholder and of any beneficial owner on whose behalf the proposal is made (collectively with the Noticing Stockholder, the “Holders”); and (E) as to the Holders (1) the name and address of such Noticing Stockholder, as they appear on the Corporation’s books, and of such beneficial owner, (2) the class or series and number of shares of the Corporation which are owned beneficially and of record by such Holders (provided, however, that for purposes of this Section 1.12(a)(ii), any such person shall in all events be deemed to beneficially own any shares of the Corporation as to which such person has a right to acquire beneficial ownership of at any time in the future), any person controlling, directly or indirectly, or acting in concert with, any Holder and any person controlled by or under common control with any Holder, (3) a representation that the Noticing Stockholder is a holder of record of stock of the Corporation entitled to vote at such meeting and intends to appear in person or by proxy at the meeting to propose such business or nomination, and (4) a representation whether each Holder intends or is part of a group which intends (x) to deliver a proxy statement and/or form of proxy to holders of at least the percentage of the Corporation’s outstanding capital stock required to approve or adopt the proposal or elect the nominee and/or (y) otherwise to solicit proxies from stockholders in support of such proposal or nomination. Notice of a stockholder nomination or proposal shall also set forth, as to the Holders (A) a complete and accurate description of any current or prior agreements, arrangements or understandings and any other material relationships between or among such Holders, any of their respective affiliates and associates (as used in these Bylaws, within the meaning of Rule 12b-2 under the Exchange Act), or others acting in concert therewith, on the one hand, and each proposed nominee, and such proposed nominee’s respective affiliates and associates, or others acting in concert therewith, on the other hand, including all information that would be required to be disclosed pursuant to Rule 404 promulgated under Regulation S-K (or any successor provision) if any Holder, any affiliate or associate thereof or person acting in concert therewith, were the “registrant” for purposes of such rule and the nominee were a director or executive officer of such registrant; (B) a complete and accurate description of all direct and indirect compensation and other material monetary agreements, arrangements and understandings (whether written or oral) during the past three years, between or among any Holder, any of its affiliates or associates, or others acting in concert therewith, on the one hand, and each nominee, and such proposed nominee’s respective affiliates and associates, or others acting in concert therewith, on the other hand; (C) a description of any agreement, arrangement or understanding (including, regardless of the form of settlement, any derivative, long or short positions, profit interests, forwards, futures, swaps, options, warrants, convertible securities, stock appreciation or similar rights, hedging transactions and borrowed or loaned shares) that has been entered into by or on behalf of, or any other agreement, arrangement or understanding that has been made, the effect or intent of which is to create or mitigate loss to, manage risk or benefit of share price changes for, or increase or decrease the voting power of, such Holders or any such nominee with respect

8

to the Corporation’s securities (a “Derivative Instrument”); (D) to the extent not disclosed pursuant to the immediately preceding clause (C), the principal amount of any indebtedness of the Corporation or any of its subsidiaries beneficially owned by such Holders, together with the title of the instrument under which such indebtedness was issued and a description of any Derivative Instrument entered into by or on behalf of such Holder relating to the value or payment of any indebtedness of the Corporation or any such subsidiary; (E) any proxy, contract, arrangement, understanding or relationship pursuant to which any Holder has a right to vote or has granted a right to vote any shares of the Corporation; (F) any short interest held by any Holder presently or within the last six months in any shares of the Corporation (for purposes of this Section 1.12, a Holder is deemed to hold a short interest in a security if such Holder, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, has the opportunity to profit or share in any profit derived from any decrease in the value of the subject security); (G) any right to dividends on shares of the Corporation owned beneficially by any Holder that is separated or separable from the underlying shares of the Corporation; (H) any proportionate interest in shares of the Corporation; (I) any Derivative Instrument held, directly or indirectly, by a general or limited partnership or limited liability company or similar entity in which any Holder is (1) a general partner or, directly or indirectly, beneficially owns any interest in a general partner, or (2) is the manager or managing member or, directly or indirectly, beneficially owns any interest in the manager or managing member of a limited liability company or similar entity; (J) any performance-related fees (other than an asset- based fee) that any Holder is entitled to based on any increase or decrease in the value of shares of the Corporation or any Derivative Instrument; (K) any arrangement, right or other interest described in the preceding clauses of this paragraph held by any member of the immediate family of any Holder that shares the same household with such Holder; and (L) any other information relating to such Holders required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for, as applicable, the proposal and/or for the election of Directors in an election contest pursuant to and in accordance with Section 14(a) of the Exchange Act and the rules and regulations promulgated thereunder. The Corporation may require any proposed nominee to furnish such other information as it may reasonably require to determine the eligibility of such proposed nominee to serve as a Director of the Corporation. In addition, a stockholder seeking to bring an item of business before the annual meeting shall promptly provide any other information reasonably requested by the Corporation.

(iii)Notwithstanding anything in the second sentence of Section 1.12(a)(ii) of these Bylaws to the contrary, in the event that the number of Directors to be elected to the Board is increased and there is no public announcement naming all of the nominees for Director or specifying the size of the increased Board made by the Corporation at least 100 days prior to the first anniversary of the preceding year’s annual meeting, a stockholder’s notice under this Section 1.12(a) shall also be considered timely, but only with respect to nominees for any new positions created by such increase, if it shall be delivered to the Secretary of the Corporation at the principal executive offices of the Corporation not later than the close of business on the tenth day following the day on which such public announcement is first made by the Corporation.

(iv)To be eligible to be a nominee for election or reelection as a Director of the Corporation, a proposed nominee must deliver (in accordance with the time periods prescribed for delivery of notice under this Section 1.12 or Section 1.13, as applicable) to the Secretary at the principal executive offices of the Corporation a written questionnaire with respect to the background and qualification of such person and the background of any other person or entity on whose behalf the nomination is being made (which questionnaire shall be provided by the Secretary upon written request of any stockholder of record within 10 days of such request) and a written

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representation and agreement (in the form to be provided by the Secretary upon written request of any stockholder of record within 10 days of such request) that such person (1) is not and will not become a party to (x) any agreement, arrangement or understanding (whether written or oral) with, and has not given any commitment or assurance to, any person or entity as to how such person, if elected as a Director of the Corporation, will act or vote in such capacity on any issue or question or issues or questions generally (a “Voting Commitment”) that has not been disclosed to the Corporation or (y) any Voting Commitment that could limit or interfere with such person’s ability to comply, if elected as a Director of the Corporation, with such person’s fiduciary duties under applicable law; (2) is not and will not become a party to any agreement, arrangement or understanding (whether written or oral) with any person or entity other than the Corporation with respect to any direct or indirect compensation, reimbursement or indemnification in connection with service or action as a Director of the Corporation that has not been disclosed to the Corporation; (3) if elected as a Director of the Corporation, intends to serve for a full term on the Board and (4) in such person’s individual capacity and on behalf of any person or entity on whose behalf the nomination is being made, would be in compliance, if elected as a Director of the Corporation, and will comply with all applicable laws and all applicable rules of the stock exchanges upon which the securities of the Corporation are traded and with all applicable corporate governance, code of conduct, conflict of interest, related party, confidentiality and stock ownership and trading policies and other guidelines of the Corporation duly adopted by the Board. In addition, to be eligible to be a nominee for election or reelection as a director of the Corporation, a person must not be a named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses), not have been convicted in a criminal proceeding (excluding traffic violations and other minor offenses), not be a named subject of a pending civil fraud investigation and not have been convicted of fraud in a civil proceeding, in each case, within the past 10 years.

(b)    Special Meetings of Stockholders. Only such business as shall have been brought before the special meeting of the stockholders pursuant to the Corporation’s notice of meeting shall be conducted at such meeting. Nominations of persons for election to the Board may be made at a special meeting of stockholders at which Directors are to be elected pursuant to the Corporation’s notice of meeting (i) by or at the direction of the Board or a Committee appointed by the Board for such purpose or (ii) provided that the Board has determined that the Directors shall be elected at such meeting, by any stockholder of the Corporation who is entitled to vote at the meeting, who complies with the notice procedures set forth in this Section 1.12(b) and who is a stockholder of record at the time such notice is delivered to the Secretary of the Corporation. In the event the Corporation calls a special meeting of stockholders for the purpose of electing one or more Directors of the Corporation, any stockholder entitled to vote at such meeting may nominate a person or persons, as the case may be, for election to such position(s) as specified by the Corporation, if the stockholder’s notice as required by Section 1.12(a)(ii) of these Bylaws shall be delivered to the Secretary of the Corporation at the principal executive offices of the Corporation not earlier than the 120 days prior to such special meeting and not later than the close of business on the later of the 90th day prior to such special meeting or the 10th day following the day on which public announcement is first made of the date of the special meeting and of the nominees proposed by the Board to be elected at such meeting.

(c)    General.

(i)    Except as otherwise provided by applicable law, the Certificate of Incorporation or these Bylaws, the presiding person of a meeting of stockholders shall have the power and duty (x) to determine whether a nomination or any business proposed to be brought before the meeting was made in accordance with the procedures set forth in this Section 1.12 (including whether the stockholder or beneficial owner, if any, on whose behalf the nomination or proposal is made, solicited (or is part of a group which solicited) or did not so solicit, as the case may be, proxies in support of such stockholder’s nominee or proposal in compliance with such stockholder’s

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representation as required by clause (a)(ii)(E)(4) of this Section 1.12), and (y) if any proposed nomination or business is not in compliance with this Section 1.12, to declare that such defective nomination shall be disregarded or that such proposed business shall not be transacted.

(ii)    A Noticing Stockholder shall further update and supplement its notice of any nomination or other business proposed to be brought before a meeting, if necessary, so that the information provided or required to be provided in such notice pursuant to this Section 1.12 shall be true and correct (i) as of the record date for the meeting and (ii) as of the date that is 10 business days prior to the meeting or any adjournment, recess, rescheduling or postponement thereof and such update and supplement shall be delivered to, or mailed and received by, the Secretary at the principal executive offices of the Corporation not later than five business days after the record date for the meeting (in the case of the update and supplement required to be made as of the record date) and not later than seven business days prior to the date for the meeting, if practicable (or, if not practicable, on the first practicable date prior to the meeting), or any adjournment, recess, rescheduling or postponement thereof (in the case of the update and supplement required to be made as of 10 business days prior to the meeting or any adjournment, recess, rescheduling or postponement thereof).

(iii)    If the stockholder (or a qualified representative of the stockholder) making a nomination or proposal under this Section 1.12 does not appear at a meeting of stockholders to present such nomination or proposal, the nomination shall be disregarded and/or the proposed business shall not be transacted, as the case may be, notwithstanding that proxies in favor thereof may have been received by the Corporation. For purposes of this Section 1.12, to be considered a qualified representative of the stockholder, a person must be authorized by a writing executed by such stockholder or an electronic transmission delivered by such stockholder to act for such stockholder as proxy at the meeting of stockholders and such person must produce such writing or electronic transmission, or a reliable reproduction of the writing or electronic transmission, at the meeting of stockholders.

(iv)    For purposes of this Section 1.12, (x) “public announcement” shall mean disclosure in a press release reported by the Dow Jones News Service, Associated Press or comparable national news service or in a document publicly filed by the Corporation with the Securities and Exchange Commission (the “SEC”) pursuant to Section 13, 14 or 15(d) of the Exchange Act; (y) “close of business” shall mean 5:00 p.m. local time at the Corporation’s principal executive offices, and if an applicable deadline falls on the close of business on a day that is not a business day, then the applicable deadline shall be deemed to be the close of business on the immediately preceding business day; and (z) “business day” shall mean each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in Downers Grove, Illinois or New York, New York are authorized or obligated by law or executive order to close.

(v)    Notwithstanding the foregoing provisions of this Section 1.12, a stockholder shall also comply with all applicable requirements of the Exchange Act and the rules and regulations thereunder with respect to the matters set forth in this Section 1.12. Nothing in this Section 1.12 shall be deemed to affect any rights of (x) stockholders to request inclusion of proposals in the Corporation’s proxy statement pursuant to Rule 14a-8 under the Exchange Act or (y) the holders of any series of preferred stock to elect Directors pursuant to any applicable provisions of the Certificate of Incorporation or of the relevant preferred stock certificate of designation.

(vi)    The announcement of an adjournment or postponement of an annual or special meeting does not commence a new time period (and does not extend any time period) for the giving of notice of a stockholder nomination or a stockholder proposal as described above.

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Section 1.13.Stockholder Nominations Included in the Corporation’s Proxy Materials.

(a)    Inclusion of Nominees in Proxy Statement. Subject to the provisions of this Section 1.13, if expressly requested in the relevant Nomination Notice (as defined in Section 1.13(d)), the Corporation shall include in its proxy statement for any annual meeting of stockholders (and, as appropriate, the related form of proxy and ballot (together with the proxy statement, the “Proxy Materials”)):

(i)    the names of any person or persons nominated for election by a Nominating Stockholder (as defined below) (each, a “Nominee”);

(ii)    disclosure about each Nominee and the Nominating Stockholder required under the rules of the SEC or other applicable law to be included in the Proxy Materials;

(iii)    any statement included by the Nominating Stockholder in the Nomination Notice for inclusion in the proxy statement in support of each Nominee’s election to the Board (subject, without limitation, to Section 1.13(e)(ii)), provided that

1.    such statement does not exceed 500 words and

2.    fully complies with Section 14 of the Exchange Act and the rules and regulations promulgated thereunder, including Rule 14a-9 (the “Supporting Statement”); and,

(iv)    any other information that the Board determines, in its discretion, to include in the proxy statement relating to the nomination of each Nominee, including, without limitation, any statement in opposition to the nomination, any of the information provided pursuant to this Section 1.13 and any solicitation materials or related information with respect to a Nominee.

A “Nominating Stockholder” is any Eligible Holder (as defined in Section 1.13(c)(i)), or group of up to 20 Eligible Holders, that has satisfied (both individually and collectively, in the case of a group), as determined by the Board or its designee, all applicable conditions and complied with all applicable procedures set forth in this Section 1.13.

(b)    Maximum Number of Nominees.    (i) The Corporation shall not be required to include in the Proxy Materials more Nominees than that number constituting the greater of

1.    two or

2.    20% of the total number of Directors of the Corporation on the last day on which a Nomination Notice may be submitted pursuant to this Section 1.13,

rounded down to the nearest whole number (the “Maximum Number”). The Maximum Number for a particular annual meeting shall be reduced by the number of:

1.    Nominees who the Board itself decides to nominate for election at such annual meeting;

2.    Nominees that cease to satisfy the eligibility requirements in this Section 1.13, as determined by the Board;

3.    Nominees whose nomination is withdrawn by the Nominating Stockholder or who become unwilling to serve on the Board;

4.    incumbent Directors who had been Nominees with respect to either of the two preceding

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annual meetings of stockholders and whose reelection at the upcoming annual meeting is being recommended by the Board; and

5.    without duplication, incumbent Directors or Director nominees who are not Nominees and who will be included in the Corporation’s proxy materials with respect to such annual meeting of stockholders as an unopposed (by the Board) nominee pursuant to any agreement, arrangement or other understanding between the Corporation and any stockholder or group of stockholders.

If any vacancy occurs on the Board (regardless of reason) after the deadline for submitting a Nomination Notice as set forth in Section 1.13(d) but before the date of the annual meeting and the Board reduces its size in connection with such vacancy, the Maximum Number shall be calculated based on the reduced size of the Board.

If the number of Nominees pursuant to this Section 1.13 for any annual meeting of stockholders exceeds the Maximum Number then, promptly upon notice from the Corporation, each Nominating Stockholder will select one Nominee for inclusion in the proxy statement until the Maximum Number is reached. The Nominating Stockholder with the largest ownership position (as disclosed in each Nominating Stockholder’s Nomination Notice) shall select first and the remaining Nominating Stockholders shall select in order of decreasing ownership, with the process repeated if the Maximum Number is not reached after each Nominating Stockholder has selected one Nominee.

(ii)    If a Nominee is or becomes Ineligible (as defined below), after the deadline for submitting a Nomination Notice as set forth in Section 1.13(d), whether before or after the mailing of a definitive proxy statement, then:

1.    the nomination shall be disregarded and

2.    the Corporation:

a.    shall not be required to include in its Proxy Materials the Ineligible Nominee or any successor or replacement nominee proposed by the Nominating Stockholder or by any other Nominating Stockholder and

b.    may otherwise communicate to its stockholders, including without limitation by amending or supplementing its Proxy Materials that a Nominee will not be included in the Proxy Materials and will not be voted on at the annual meeting.

(iii)    A Nominee is Ineligible if:

1.    a Nominating Stockholder withdraws its nomination of its Nominee;

2.    a Nominee becomes unwilling to serve on the Board; or,

3.    a Nominee or a Nominee’s Nominating Stockholder ceases to satisfy the eligibility requirements in this Section 1.13, as determined by the Board.

(c)    Eligibility of Nominating Stockholder. (i) An “Eligible Holder” is a person who has either

1.    been a record holder of the shares of common stock used to satisfy the eligibility requirements in this Section 1.13(c) continuously for the three-year period specified in Subsection (ii) below or

2.    provides to the Secretary of the Corporation, within the time period required for a

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Nomination Notice in Section 1.13(d), evidence of continuous ownership of the shares used to satisfy the eligibility requirements in this Section 1.13(c) continuously for the three-year period specified in Subsection (ii) below.

Evidence supporting eligibility must be supplied by one or more securities intermediaries in a form that the Board or its designee determines would be deemed acceptable for purposes of a shareholder proposal under Rule 14a-8(b)(2) under the Exchange Act (or any successor rule).

(ii)    An Eligible Holder or group of up to 20 Eligible Holders may submit a nomination in accordance with this Section 1.13 only if the person or group (in the aggregate):

1.    has continuously owned at least the Minimum Number (as defined below) of shares of the Corporation’s common stock throughout the three-year period preceding and including the date of submission of the Nomination Notice; and,

2.    continues to own at least the Minimum Number through the date of the annual meeting.

Two or more funds shall be treated as one Eligible Holder if such Eligible Holder shall provide, together with the Nomination Notice, documentation reasonably satisfactory to the Board that the funds meet one or more of the following criteria:

a.    are under common management and investment control;

b.    are under common management and funded primarily by a single employer; or,

c.    are a “group of investment companies,” as such term is defined in Section 12(d)(1)(G)(ii) of the Investment Company Act of 1940, as amended.

For the avoidance of doubt, in the event of a nomination by a group of Eligible Holders, the Minimum Number shall apply to the ownership of the group only in the aggregate. Except for the Minimum Number, all other requirements and obligations for an individual Eligible Holder that are set forth in this Section 1.13, including the minimum holding period, shall apply to each member of such group. If any stockholder ceases to satisfy the eligibility requirements in this Section 1.13, as determined by the Board, or withdraw from a group of Eligible Holders at any time prior to the annual meeting of stockholders, the remaining members of the group shall be deemed to own only those shares held by the remaining members of the group.

(iii)    The “Minimum Number” of shares of the Corporation’s common stock means 3% of the number of outstanding shares of common stock as of the most recent date for which such amount is given in any filing by the Corporation with the SEC prior to the submission of the Nomination Notice.

(iv)    For purposes of this Section 1.13, an Eligible Holder “owns” only those outstanding shares of the Corporation for which the Eligible Holder possesses both:

1.    the full voting and investment rights pertaining to the shares; and

2.    the full economic interest in (including the opportunity for profit and risk of loss on) such shares.

The following shares shall not be counted as “owned” for purposes of this Section 1.13:

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1.    shares purchased or sold by such Eligible Holder or any of its affiliates in any transaction that has not been settled or closed;

2.    shares sold short by such Eligible Holder;

3.    shares borrowed by such Eligible Holder or any of its affiliates for any purpose or purchased by such Eligible Holder or any of its affiliates pursuant to an agreement to resell;

4.    shares subject to any other obligation to resell to another person; or

5.    shares subject to any option, warrant, forward contract, swap, contract of sale, other derivative or similar agreement entered into by such Eligible Holder or any of its affiliates if any such instrument or agreement:

a.    is to be settled with shares or with cash based on the notional amount or value of outstanding shares of the Corporation; and

b.    has, or is intended to have, the purpose or effect of:

i.    reducing in any manner, to any extent or at any time in the future, such Eligible Holder’s or any of its affiliates’ full right to vote or direct the voting of any such shares;

ii.    hedging, offsetting, or altering to any degree, gain or loss arising from the full economic ownership of such shares by such Eligible Holder or any of its affiliates; or

iii.    both i. and ii.

An Eligible Holder “owns” outstanding shares of the Corporation held in the name of a nominee or other intermediary so long as the Eligible Holder retains the right to instruct how the shares are voted and possesses the full investment and economic interest in the shares. An Eligible Holder’s ownership of outstanding shares of the Corporation shall be deemed to continue during any period in which the Eligible Holder has delegated any voting power by means of a proxy, power of attorney, or other similar instrument or arrangement that is revocable at any time by the Eligible Holder. An Eligible Holder’s ownership of outstanding shares of the Corporation shall be deemed to continue during any period in which the Eligible Holder has loaned such shares provided that the Eligible Holder has the power to recall such loaned shares on not more than five business days’ notice and has recalled such loaned shares as of the date of the annual meeting and continues to hold such shares through the date of the annual meeting. The terms “owned,” “owning” and other variations of the word “own” shall have correlative meanings. Whether outstanding shares of the Corporation are “owned” for these purposes shall be determined by the Board.

(v)    No Eligible Holder shall be permitted to be in more than one group constituting a Nominating Stockholder, and if any Eligible Holder appears as a member of more than one group, it shall be deemed to be a member only of that group that has the largest ownership position as reflected in the Nomination Notice.

(d)    Nomination Notice. To nominate a Nominee, the Nominating Stockholder must timely submit to the Secretary of the Corporation at the principal executive office of the Corporation all of the following information and documents (collectively, the “Nomination Notice”):

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(i)    All information and duly completed questionnaires, representations and agreements required in a stockholder’s notice of nomination under Section 1.12, including, without limitation, Section 1.12(a)(iv) (and for purposes of this Section 1.13(d)(i), references in Section 1.12 to “Noticing Stockholder, “Holder” and to the “beneficial owner,” if any, on whose behalf the nomination is made shall be deemed to refer to “Nominating Stockholder”), and the Nominating Stockholder shall be required to update and supplement such information as required by Section 1.12, including, without limitation, Section 1.12(c)(ii);

(ii)    A Schedule 14N (or any successor form) relating to each Nominee, completed and filed with the SEC by the Nominating Stockholder as applicable, in accordance with the SEC rules;

(iii)    A written notice, in a form deemed satisfactory by the Board, of the nomination of each Nominee that includes the following additional information, agreements, representations and warranties by the Nominating Stockholder (including each group member):

a.    the details of any relationship that existed within the past three years and that would have been described pursuant to Item 6(e) of Schedule 14N (or any successor item) if it existed on the date of submission of the Schedule 14N;

b.    a representation and warranty that the Nominating Stockholder acquired the securities of the Corporation in the ordinary course of business and did not acquire, and is not holding, securities of the Corporation for the purpose or with the effect of influencing or changing control of the Corporation, and that neither the Nominating Stockholder, the Nominee(s) nor their respective affiliates and associates presently has such intent;

c.    a representation and warranty that each Nominee’s candidacy or, if elected, Board membership would not violate applicable state or federal law or the rules of any stock exchange on which the Corporation’s securities are traded;

d.    a representation and warranty that each Nominee:

i.    does not have any direct or indirect relationship with the Corporation that would cause the Nominee to be considered not independent pursuant to the Corporation’s Corporate Governance Guidelines as most recently published on its website and otherwise qualifies as independent under the rules of the primary stock exchange on which the Corporation’s shares of common stock are traded;

ii.    meets the audit committee and compensation committee independence requirements under the rules of the primary stock exchange on which the Corporation’s shares of common stock are traded;

iii.    is a “non-employee director” for the purposes of Rule 16b-3 under the Exchange Act (or any successor rule);

iv.    is an “outside director” for the purposes of Section 162(m) of the Internal Revenue Code (or any successor provision); and

v.    is not and has not been subject to any event specified in Rule 506(d)(1) of Regulation D (or any successor rule) under the Securities Act of 1933 or Item 401(f) of Regulation S-K (or any successor rule) under the Exchange Act, without

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reference to whether the event is material to an evaluation of the ability or integrity of such Nominee;

e.    a representation and warranty that the Nominating Stockholder satisfies the eligibility requirements set forth in Section 1.13(c) and has provided evidence of ownership to the extent required by Section 1.13(c)(i);

f.    a representation and warranty that the Nominating Stockholder intends to continue to satisfy the eligibility requirements described in Section 1.13(c) through the date of the annual meeting;

g.    a representation and warranty that the Nominee is not, and has not been within the past three years, an officer or director of a competitor, as defined for purposes of Section 8 of the Clayton Antitrust Act of 1914;

h.    a representation and warranty that the Nominating Stockholder will not engage in a “solicitation” within the meaning of Rule 14a-1(l) of the Exchange Act (without reference to the exception in Section 14a- 1(l)(2)(iv)) (or any successor rules) with respect to the annual meeting, other than with respect to a Nominee of such Nominating Stockholder or any nominee of the Board;

i.    a representation and warranty that the Nominating Stockholder has not nominated and will not nominate for election to the Board at the annual meeting of stockholders any person other than the Nominee or Nominees being nominated pursuant to this Section 1.13;

j.    a representation and warranty that the Nominating Stockholder will not use any proxy card other than the Corporation’s proxy card in soliciting stockholders in connection with the election of a Nominee at the annual meeting;

k.    if desired, a Supporting Statement;

l.    in the case of a nomination by a group, the designation by all group members of one group member that is authorized to act on behalf of all group members with respect to all matters relating to the nomination, including withdrawal of the nomination;

(iv)    An executed agreement, in a form deemed satisfactory by the Board, pursuant to which the Nominating Stockholder (including each group member) agrees:

a.    to comply with all applicable laws, rules and regulations in connection with the nomination, solicitation and election;

b.    to file any written solicitation or other communication with the Corporation’s stockholders relating to one or more of the Corporation’s Directors or director nominees or any Nominee with the SEC, regardless of whether any such filing is required under rule or regulation or whether any exemption from filing is available for such materials under any rule or regulation, and that all solicitations or other communications will comply with Rule 14a-2(b)(8) of the Exchange Act, as if it applied by its terms to the activities set forth in this Section 1.13;

c.    to assume all liability stemming from an action, suit or proceeding concerning any actual or alleged legal or regulatory violation arising out of any communication by the Nominating Stockholder or any of its Nominees with the Corporation, its stockholders or any other person in connection with the nomination or election of directors, including, without

17

limitation, the Nomination Notice;

d.    to indemnify and hold harmless (jointly, in the case of a Nominating Stockholder comprised of a group, with all other group members) the Corporation and each of its directors, officers and employees individually against any liability, loss, damages, expenses or other costs (including attorneys’ fees) incurred in connection with any threatened or pending action, suit or proceeding, whether legal, administrative or investigative, against the Corporation or any of its directors, officers or employees arising out of or relating to a failure or alleged failure of the Nominating Stockholder or any of its Nominees to comply with, or any breach or alleged breach of, its or their obligations, agreements or representations and warranties under this Section 1.13;

e.    in the event that any information included in the Nomination Notice, or any other communication by the Nominating Stockholder (including with respect to any group member), with the Corporation, its stockholders or any other person in connection with the nomination or election ceases to be true and accurate in all material respects (or omits a material fact necessary to make the statements made not misleading), or that the Nominating Stockholder (including any group member) has failed to continue to satisfy the eligibility requirements described in Section 1.13(c), to promptly (and in any event within 48 hours of discovering such misstatement, omission or failure) notify the Corporation and any other recipient of such communication of

(A) the misstatement or omission in such previously provided information and of the information that is required to correct the misstatement or omission or (b) such failure; and

(v)    An executed agreement, in a form deemed satisfactory by the Board, by each Nominee:

a.    to provide to the Corporation such other information and certifications, representations, questionnaires and agreements as it may reasonably request; and

b.    at the reasonable request of the Nominating and Corporate Governance Committee, to meet with the Nominating and Corporate Governance Committee to discuss matters relating to the nomination of such Nominee to the Board, including the information provided by such Nominee to the Corporation in connection with such Nominee’s nomination and such Nominee’s eligibility to serve as a member of the Board.

(vi)    The information and documents required by this Section 1.13(d) to be provided by the Nominating Stockholder shall be: (i) provided with respect to and executed by each group member, in the case of information applicable to group members; and (ii) provided with respect to the persons specified in Instruction 1 to Items 6(c) and (d) of Schedule 14N (or any successor item) in the case of a Nominating Stockholder or group member that is an entity. The Nomination Notice shall be deemed submitted on the date on which all the information and documents referred to in this Section 1.13(d) (other than such information and documents contemplated to be provided after the date the Nomination Notice is provided) have been delivered to or, if sent by mail, received by the Secretary of the Corporation.

(vii)    The Nominating Stockholder must deliver the Nomination Notice to the Corporation’s Secretary no earlier than 150 calendar days and no later than 120 calendar days before the anniversary of the date that the Corporation mailed its proxy statement for the prior year’s annual meeting of stockholders. If the annual meeting is not scheduled to be held within a period that commences 30 days before such anniversary date and ends 30 days after such anniversary date (an annual meeting date outside such period being referred to herein as an “Other Meeting Date”), the Nominating Stockholder must deliver the Nomination Notice to the Corporation’s Secretary the

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later of:

a.    the close of business on the date that is 180 days prior to such Other Meeting Date or

b.    the tenth day following the date such Other Meeting Date is first publicly announced or disclosed.

(e)    Exceptions.

(i)    Notwithstanding anything to the contrary contained in this Section 1.13, the Corporation may omit from its proxy statement any Nominee and any information concerning such Nominee (including a Nominating Stockholder’s Supporting Statement) and no vote on such Nominee will occur (notwithstanding that proxies in respect of such vote may have been received by the Corporation), and the Nominating Stockholder may not, after the last day on which a Nomination Notice would be timely, cure in any way any defect preventing the nomination of such Nominee, if:

1.    the Corporation receives a notice pursuant to Section 1.12 of these Bylaws that a stockholder intends to nominate a candidate for Director at the annual meeting, whether or not such notice is subsequently withdrawn or made the subject of a settlement with the Corporation;

2.    the Nominating Stockholder or the designated lead group member, as applicable, or any qualified representative thereof, does not appear at the meeting of stockholders to present the nomination submitted pursuant to this Section 1.13, the Nominating Stockholder withdraws its nomination or the presiding person of the annual meeting declares that such nomination was not made in accordance with the procedures prescribed by this Section 1.13 and shall therefore be disregarded;

3.    the Board determines that such Nominee’s nomination or election to the Board would result in the Corporation violating or failing to be in compliance with the Corporation’s bylaws or certificate of incorporation or any applicable law, rule or regulation to which the Corporation is subject, including any rules or regulations of the primary stock exchange on which the Corporation’s common stock is traded;

4.    such Nominee was nominated for election to the Board pursuant to this Section 1.13 at one of the Corporation’s two preceding annual meetings of stockholders and either withdrew or became ineligible or received a vote of less than 25% of the shares of common stock entitled to vote for such Nominee;

5.    such Nominee is or has been, within the past three years, an officer or director of a competitor, as defined for purposes of Section 8 of the Clayton Antitrust Act of 1914, as amended;

6.    the Nominee is a named subject of a criminal proceeding (excluding traffic violations and other minor offenses) pending as of the date the Corporation first mails to the stockholders its notice of meeting that includes the Nominee or has, within the ten years preceding such date, been convicted in such a criminal proceeding; or

7.    the Corporation is notified, or the Board determines, that the Nominating Stockholder or the Nominee has failed to continue to satisfy the eligibility requirements described in Section 1.13(c), any of the representations and warranties made in the Nomination Notice ceases to be true and accurate in all material respects (or omits a material fact necessary to make the statements made

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not misleading), such Nominee becomes unwilling or unable to serve on the Board or any material violation or breach occurs of the obligations, agreements, representations or warranties of the Nominating Stockholder or such Nominee under this Section 1.13.

(ii)    Notwithstanding anything to the contrary contained in this Section 1.13, the Corporation may omit from its proxy statement, or may supplement or correct, any information, including all or any portion of the Supporting Statement or any other statement in support of a Nominee included in the Nomination Notice, if the Board determines that:

1.    such information is not true in all material respects or omits a material statement necessary to make the statements made not misleading;

2.    such information directly or indirectly impugns the character, integrity or personal reputation of, or directly or indirectly makes charges concerning improper, illegal or immoral conduct or associations, without factual foundation, with respect to any person; or

3.    the inclusion of such information in the proxy statement would otherwise violate the SEC proxy rules or any other applicable law, rule or regulation.

The Corporation may solicit against, and include in the proxy statement its own statement relating to, any Nominee.

(f)    Determinations.

1.    The Board or its designee shall determine every issue, question or concern under this Section 1.13 including, but not limited to, whether an Eligible Holder (or group of Eligible Holders or both) has complied with this Section 1.13.

2.    Any determination made by the Board or its designee in good faith shall be final and binding on the Corporation, any Eligible Holder, any Nominating Stockholder, any Nominee and any other person. If the presiding person of any annual meeting of stockholders determines that a Nominee has not been nominated in accordance with the requirements of this Section 1.13, the chairperson shall direct and declare at the meeting that such Nominee shall not be considered.

3.    In the absence of a contrary decision by the Board, each of the following shall be a designee:

a.    the Nominating and Corporate Governance Committee;

b.    the presiding person of the annual meeting of stockholders; and

c.    any officer of the Corporation designated by the Board or the Nominating and Corporate Governance Committee.

ARTICLE II

BOARD OF DIRECTORS

Section 2.01.General Powers. Except as may otherwise be provided by law, by the Certificate of Incorporation or by these Bylaws, the property, affairs and business of the Corporation shall be managed by or under the direction of the Board and the Board may exercise all the powers and authority of the Corporation.

Section 2.02.Election of Directors. Except as otherwise provided in the Certificate of Incorporation, at each annual meeting of the stockholders the successors of the Directors whose term expires at that meeting shall

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be elected. At each meeting of the stockholders for the election of Directors, provided a quorum is present, the Directors who are standing for election shall be elected by a plurality of the votes validly cast in such election.

Section 2.03.Annual and Regular Meetings: Notice. The annual meeting of the Board for the purpose of electing officers and for the transaction of such other business as may come before the meeting shall be held as soon as possible following adjournment of the annual meeting of the stockholders either (i) at the place of such annual meeting of the stockholders, in which event notice of such annual meeting of the Board need not be given, or (ii) at such other time and place as shall have been specified in advance notice given to members of the Board of the date, place and time of such meeting. Any such notice shall be given at least 48 hours in advance if sent to each Director by facsimile or any form of electronic transmission previously approved by a Director, which approval has not been revoked (“Approved Electronic Transmission”), or delivered to a Director personally, or at least five days in advance, if notice is mailed to each Director, addressed to a Director at such Director’s usual place of business or other designated address. Any such notice need not be given to any Director who attends such meeting without protesting the lack of notice to such Director, prior to or at the commencement of such meeting, or to any Director who submits a signed waiver of notice (including by Approved Electronic Transmission), whether before or after such meeting.

The Board from time to time may by resolution provide for the holding of regular meetings. Regular meetings of the Board shall be held at the place (if any), on the date and at the time as shall have been established by the Board and publicized among all Directors. A notice of a regular meeting, the date of which has been so publicized, shall not be required.

Section 2.04.Special Meetings; Notice. Special meetings of the Board shall be held whenever called by the Chair of the Board or a majority of the Board, at such place (within or without the State of Delaware), date and time as may be specified in the respective notices or waivers of notice of such meetings. Special meetings of the Board may be called on (i) 48 hours’ notice, if such notice is sent by facsimile or Approved Electronic Transmission to each Director or delivered to a Director personally or (ii) five days’ notice, if such notice is mailed to each Director, addressed to a Director at such Director’s usual place of business or other designated address. Notice of any special meeting need not be given to any Director who attends such meeting without protesting the lack of notice to such Director, prior to or at the commencement of such meeting, or to any Director who submits a signed waiver of notice (including by electronic transmission), whether before or after such meeting. Any business may be conducted at a special meeting of the Board.

Section 2.05.Quorum. A quorum for meetings of the Board shall consist of a majority of the total number of Directors then in office.

Section 2.06.Voting. Except as otherwise required by law, the Certificate of Incorporation or these Bylaws, the vote of a majority of the Directors present at any meeting at which a quorum is present shall be the act of the Board.

Section 2.07.Adjournment. A majority of the Directors present, whether or not a quorum is present, may adjourn any meeting of the Board to another time or place, provided such adjourned meeting is no earlier than 48 hours after written notice (in accordance with these Bylaws) of such adjournment has been given to the Directors (or such notice is waived in accordance with these Bylaws), and, at any such adjourned meeting, a quorum shall consist of a majority of the total number of Directors then in office.

Section 2.08.Action Without a Meeting. Any action required or permitted to be taken at any meeting of the Board may be taken without a meeting if all members of the Board consent thereto in writing or by Approved Electronic Transmission, and such writing or writings or Approved Electronic Transmissions are filed with the minutes of proceedings of the Board. Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form.

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Section 2.09.Regulations; Manner of Acting. To the extent consistent with applicable law, the Certificate of Incorporation and these Bylaws, the Board may adopt such rules and regulations for the conduct of meetings of the Board and for the management of the property, affairs and business of the Corporation as the Board may deem appropriate. In addition to the election of the Chair of the Board, the Board may elect one or more vice-chairpersons or lead Directors to perform such other duties as may be designated by the Board.

Section 2.10.Action by Telephonic Communications. Members of the Board may participate in a meeting of the Board by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this provision shall constitute presence in person at such meeting.

Section 2.11.Removal; Resignation. Directors may only be removed as set forth in the Certificate of Incorporation.

Any Director may resign at any time by submitting an electronic transmission or by delivering a written notice of resignation to the Chair of the Board, the Chief Executive Officer or the Secretary. Such resignation shall take effect upon delivery unless the resignation specifies a later effective date or an effective date determined upon the happening of a specified event.

Section 2.12.Director Fees and Expenses. The amount, if any, which each Director shall be entitled to receive as compensation for such Director’s services shall be fixed from time to time by the Board. The non-employee Directors of the Corporation shall be paid their reasonable expenses, if any, of attendance at each meeting of the Board and may be reimbursed a fixed sum for attendance at each meeting of the Board, paid an annual retainer or paid other compensation, including equity compensation, as the Board determines.

Section 2.13.Reliance on Accounts and Reports, etc. A Director, or a member of any Committee designated by the Board shall, in the performance of such person’s duties, be fully protected in relying in good faith upon the records of the Corporation and upon information, opinions, reports or statements presented to the Corporation by any of the Corporation’s officers or employees, or Committees designated by the Board, or by any other person as to the matters the member reasonably believes are within such other person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Corporation.

ARTICLE III

COMMITTEES

Section 3.01.How Constituted. The Board shall have an Audit Committee, Compensation Committee, Nominating and Corporate Governance Committee and such other committees as the Board may determine (collectively, the “Committees”). Each Committee shall consist of such number of Directors as from time to time may be fixed by a majority of the total number of Directors then in office. Any Committee may be abolished or re- designated from time to time by the Board. Each member of any such Committee (whether designated at an annual meeting of the Board or to fill a vacancy or otherwise) shall hold office until such person’s successor shall have been designated or until such person shall cease to be a Director, or until such person’s earlier death, resignation or removal.

Section 3.02.Powers. Each Committee shall have such powers and responsibilities as the Board may from time to time authorize and, each Committee, except as otherwise provided in this Section 3.02, shall have and may exercise such powers of the Board as may be provided by resolution or resolutions of the Board. No Committee shall have the power or authority:

(a)    to amend the Certificate of Incorporation (except that a Committee may, to the extent authorized in the resolution or resolutions providing for the issuance of shares of stock adopted by the Board as provided in Section 151(a) of the DGCL, fix the designations and any of the preferences or rights of such shares relating to

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dividends, redemption, dissolution, any distribution of assets of the Corporation or the conversion into, or the exchange of such shares for, shares of any other class or classes or any other series of the same or any other class or classes of stock of the Corporation or fix the number of shares of any series of stock or authorize the increase or decrease of the shares of any series);

(b)    to adopt an agreement of merger or consolidation or a certificate of ownership and merger;

(c)    to recommend to the stockholders the sale, lease or exchange of all or substantially all of the Corporation’s property and assets;

(d)    to recommend to the stockholders a dissolution of the Corporation or a revocation of a dissolution; or

(e)    to amend these Bylaws of the Corporation.

Any Committee may be granted by the Board, power to authorize the seal of the Corporation to be affixed to any or all papers which may require it.

Section 3.03.Proceedings. Each Committee may fix its own rules of procedure and may meet at such place (within or without the State of Delaware), at such time and upon such notice, if any, as it shall determine from time to time, provided that the Board may adopt other rules and regulations for the governance of any Committee not inconsistent with the provisions of these Bylaws. Each such Committee shall keep minutes of its proceedings and shall report such proceedings to the Board at the meeting of the Board following any such proceedings.

Section 3.04.Quorum and Manner of Acting. Except as may be otherwise provided in the resolution creating a Committee, at all meetings of any Committee the presence of members constituting a majority of the total authorized membership of such Committee shall constitute a quorum for the transaction of business. The act of the majority of the members of a Committee present at any meeting at which a quorum is present shall be the act of such Committee. Any action required or permitted to be taken at any meeting of any Committee may be taken without a meeting, if all members of such Committee shall consent to such action in writing or by electronic transmission, and such writing or writings or electronic transmission or transmissions are filed with the minutes of the proceedings of the Committee. Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form. The members of any Committee shall act only as a Committee, and the individual members of such Committee shall have no power as such.

Section 3.05.Action by Telephonic Communications. Members of any Committee designated by the Board may participate in a meeting of such Committee by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this provision shall constitute presence in person at such meeting.

Section 3.06.Resignations. Any member of any Committee may resign from such Committee at any time by submitting an electronic transmission or by delivering a written notice of resignation to the Chair of the Board, the Chief Executive Officer or the Secretary. Unless otherwise specified therein, such resignation shall take effect upon delivery.

Section 3.07.Removal. Any member of any Committee may be removed from such person’s position as a member of such Committee at any time, either for or without cause, by resolution adopted by a majority of the number of Directors then in office.

Section 3.08.Vacancies. If any vacancy shall occur in any Committee, by reason of disqualification, death, resignation, removal or otherwise, the remaining members shall continue to act, and any such vacancy may

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be filled by the Board subject to Section 3.01 of these Bylaws.

ARTICLE IV

OFFICERS

Section 4.01.Number. The officers of the Corporation shall be chosen by the Board and, subject to the last sentence of this Section 4.01, shall be a Chair of the Board, a Chief Executive Officer, a Chief Financial Officer, one or more Vice Presidents and a Secretary. The Board may also designate as officers a President, one or more Assistant Secretaries, a Treasurer, one or more Assistant Treasurers, and such other officers and agents as it shall deem necessary. Each officer shall hold office until such officer’s successor is elected and qualified or until such officer’s earlier resignation or removal. Any number of offices may be held by the same person, except that one person may not concurrently hold both the office of Chief Executive Officer and Secretary. The Board may determine that the Chair of the Board will not be an officer of the Corporation. The Chair of the Board (whether or not an officer) shall be a Director, but no other officer need be a Director.

Section 4.02.Election. Unless otherwise determined by the Board and except as otherwise provided in these Bylaws, the officers of the Corporation shall be elected by the Board at the annual meeting of the Board, and shall be elected to hold office until the next succeeding annual meeting of the Board at which such officer’s successor has been elected and qualified. In the event of the failure to elect officers at such annual meeting, officers may be elected at any regular or special meeting of the Board. Each officer shall hold office until such officer’s successor has been elected and qualified, or until such officer’s earlier death, resignation or removal. Any assistant secretary or assistant treasurer may be appointed with the consent of any two of the following officers: the Chief Executive Officer, the Chief Financial Officer, any Vice President, the Secretary, the President (if any) or the Treasurer (if any).

Section 4.03.Salaries. The salaries and other compensation of all officers and agents of the Corporation shall be fixed by the Board or in the manner established by the Board.

Section 4.04.Removal and Resignation; Vacancies. Any officer may be removed for or without cause at any time by the Board or by the Chief Executive Officer as permitted pursuant to Section 4.07. Any officer may resign at any time by delivering notice of resignation, either in writing signed by such officer or by electronic transmission, to the Chair of the Board, the Chief Executive Officer or the Secretary. Unless otherwise specified therein, such resignation shall take effect upon delivery. Any vacancy occurring in any office of the Corporation by death, resignation, removal or otherwise, shall be filled by the Board, or, if the Chief Executive Officer has authority pursuant to Section 4.07 of these Bylaws to fill such office, then by the Chief Executive Officer subject to Section 4.07 of these Bylaws or by the Board. Any assistant secretary or assistant treasurer appointed by two officers pursuant to Section 4.02 of these Bylaws may likewise be removed with the consent of two officers holding the positions described in Section 4.02.

Section 4.05.Authority and Duties of Officers. The officers of the Corporation shall have such authority and shall exercise such powers and perform such duties as may be specified in these Bylaws or in a resolution of the Board, except that in any event each officer shall exercise such powers and perform such duties as may be required by law. The Board may from time to time delegate the powers or duties of any officer to any other officer or agent, notwithstanding any provision hereof.

Section 4.06.Chair of the Board. The Chair of the Board shall preside at all meetings of the Board and stockholders at which the Chair of the Board is present and shall have such other powers and duties as may from time to time be assigned by the Board.

Section 4.07.Chief Executive Officer. The Chief Executive Officer shall have, subject to the

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supervision, direction and control of the Board, the general powers and duties of supervision, direction, and management of the business and affairs of the Corporation, including, without limitation, all powers necessary to direct and control the organizational and reporting relationships within the Corporation. The Chief Executive Officer shall see that all orders and resolutions of the Board are carried into effect. In addition, the Chief Executive Officer shall have such other powers and perform such other duties as may be delegated to the Chief Executive Officer by the Board or as are set forth in the Certificate of Incorporation or these Bylaws. If the Board has not elected or appointed a President or the office of the President is otherwise vacant, and no officer otherwise functions with the powers and duties of the President, then, unless otherwise determined by the Board, the Chief Executive Officer shall also have all the powers and duties of the President.

Section 4.08.President. The President, if there is such an officer and the Board so directs, shall serve as chief operating officer and have the powers and duties customarily and usually associated with the office of chief operating officer unless the Board provides for another officer to serve as chief operating officer (or to have the powers and duties of chief operating officer). The President shall have such other powers and perform such other duties as may be delegated to the President from time to time by the Board or the Chief Executive Officer. If the Board has not elected or appointed a Chief Executive Officer or the office of Chief Executive Officer is otherwise vacant, then, unless otherwise determined by the Board, the President shall also have all the powers and duties of the Chief Executive Officer.

Section 4.09.Vice President. Each Vice President shall have the powers and duties delegated to the Vice President by the Board or the President. One Vice President may be designated by the Board to perform the duties and exercise the powers of the President in the event of the President’s absence or disability.

Section 4.10.Secretary and Assistant Secretaries. The Secretary shall issue all authorized notices for, and shall keep minutes of, all meetings of the stockholders and the Board. The Secretary shall have charge of the corporate books and shall perform other duties as the Board may from time to time prescribe.

Any Assistant Secretary, if there is such an officer, shall perform such duties and possess such powers as the Board, the Chief Executive Officer, President or the Secretary may from time to time prescribe. In the event of the absence, inability or refusal to act of the Secretary, the Assistant Secretary (or if there shall be more than one, the Assistant Secretaries in the order determined by the Board), shall perform the duties and exercise the powers of the Secretary.

Section 4.11.Chief Financial Officer, Treasurer and Assistant Treasurers. The Chief Financial Officer shall keep or cause to be kept the books of account of the Corporation in a thorough and proper manner and shall render statements of the financial affairs of the Corporation in such form and as often as required by the Board, the Chief Executive Officer or the President. The Chief Financial Officer, subject to the order of the Board, shall have the custody of all funds and securities of the Corporation. The Chief Financial Officer shall perform other duties commonly incident to such office and shall also perform such other duties and have such other powers as the Board, the Chief Executive Officer or the President shall designate from time to time. The Chief Executive Officer or President may direct the Treasurer or any Assistant Treasurer, if there is such an officer, to assume and perform the duties of the Chief Financial Officer in the absence or disability of the Chief Financial Officer, and each Treasurer and Assistant Treasurer shall perform other duties commonly incident to such office and shall also perform such other duties and have such other powers as the Board, the Chief Executive Officer or the President shall designate from time to time.

Section 4.12.Security. The Board may require any officer, agent or employee of the Corporation to provide security for the faithful performance of such person’s duties, in such amount and of such character as may be determined from time to time by the Board.

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Section 4.13.Action with Respect to Securities of Other Companies. Unless otherwise directed by the Board, the Chief Executive Officer, the President, or any officer of the Corporation authorized thereby, shall have power to vote and otherwise act on behalf of the Corporation, in person or by proxy, at any meeting of stockholders or equityholders of, or with respect to any action of, stockholders or equityholders of any other entity in which the Corporation may hold securities and otherwise to exercise any and all rights and powers which the Corporation may possess by reason of its ownership of securities in such other entity.

ARTICLE V

CAPITAL STOCK

Section 5.01.Certificates of Stock, Uncertificated Shares. The shares of the Corporation shall be represented by certificates, except to the extent that the Board has provided by resolution or resolutions that some or all of any or all classes or series of the stock of the Corporation shall be uncertificated shares. Any such resolution shall not apply to shares represented by a certificate until such certificate is surrendered to the Corporation. Every holder of stock in the Corporation represented by certificates shall be entitled to have, and the Board may in its sole discretion permit a holder of uncertificated shares to receive upon request a certificate signed by the appropriate officers of the Corporation, representing the number of shares registered in certificate form. Such certificate shall be in such form as the Board may determine, to the extent consistent with applicable law, the Certificate of Incorporation and these Bylaws.

Section 5.02.Signatures; Facsimile. All signatures on the certificates referred to in Section 5.01 of these Bylaws may be in facsimile, engraved or printed form, to the extent permitted by law. In case any officer, transfer agent or registrar who has signed, or whose facsimile, engraved or printed signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if such person were such officer, transfer agent or registrar at the date of issue.

Section 5.03.Lost, Stolen or Destroyed Certificates. A new certificate may be issued in place of any certificate theretofore issued by the Corporation alleged to have been lost, stolen or destroyed, only upon delivery to the Corporation of an affidavit of the owner or owners (or their legal representatives) of such certificate, setting forth such allegation and a bond or undertaking as may be satisfactory to a financial officer of the Corporation to indemnify the Corporation against any claim that may be made against it on account of the alleged loss, theft or destruction of any such certificate or the issuance of any such new certificate.

Section 5.04.Transfer of Stock. Upon surrender to the Corporation or the transfer agent of the Corporation of a certificate representing shares, duly endorsed or accompanied by appropriate evidence of succession, assignment or authority to transfer, the Corporation shall issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books. Within a reasonable time after the transfer of uncertificated stock, the Corporation shall send to the registered owner thereof a written notice containing the information required to be set forth or stated on certificates pursuant to Sections 151, 156, 202(a) or 218(a) of the DGCL. Subject to the provisions of the Certificate of Incorporation and these Bylaws, the Board may prescribe such additional rules and regulations as it may deem appropriate relating to the issue, transfer and registration of shares of the Corporation.

Section 5.05.Registered Stockholders. Prior to due surrender of a certificate for registration of transfer and to the fullest extent permitted by law, the Corporation may treat the registered owner as the person exclusively entitled to receive dividends and other distributions, to vote, to receive notice and otherwise to exercise all the rights and powers of the owner of the shares represented by such certificate, and the Corporation shall not be bound to recognize any equitable or legal claim to or interest in such shares on the part of any other person, whether or not the Corporation shall have notice of such claim or interests, provided that if a transfer of shares shall be made for collateral security, and not absolutely, this fact shall be so expressed in the entry of the transfer if, when the

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certificates are presented to the Corporation for transfer or uncertificated shares are requested to be transferred, both the transferor and transferee request the Corporation to do so.

Section 5.06.Transfer Agent and Registrar. The Board may appoint one or more transfer agents and one or more registrars, and may require all certificates representing shares to bear the signature of any such transfer agents or registrars.

ARTICLE VI

INDEMNIFICATION

Section 6.01.Nature of Indemnity. The Corporation shall indemnify, to the fullest extent permitted by the DGCL and other applicable law, any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (each, a “proceeding”), by reason of the fact that such person is or was or has agreed to become a Director or officer of the Corporation, or while serving as a Director or officer of the Corporation, is or was serving or has agreed to serve at the request of the Corporation as a Director, officer, employee, manager or agent of another corporation, partnership, joint venture, trust or other enterprise, or by reason of any action alleged to have been taken or omitted in such capacity, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person or on such person’s behalf in connection with such proceeding and any appeal therefrom, if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal proceeding had no reasonable cause to believe such person’s conduct was unlawful; provided that in the case of an action or suit by or in the right of the Corporation to procure a judgment in its favor (i) such indemnification shall be limited to expenses (including attorneys’ fees) actually and reasonably incurred by such person in the defense or settlement of such action or suit, and (ii) no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Corporation unless and only to the extent that the Delaware Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Delaware Court of Chancery or such other court shall deem proper. Notwithstanding the foregoing, but subject to Section

6.05    of these Bylaws, the Corporation shall not be obligated to indemnify a Director or officer of the Corporation in respect of a

proceeding (or part thereof) instituted by such Director or officer, unless such proceeding (or part thereof) has been authorized in the specific case by the Board.

The termination of any proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which such person reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal proceeding, had reasonable cause to believe that such person’s conduct was unlawful.

Section 6.02.Successful Defense. To the extent that a present or former Director or officer of the Corporation has been successful on the merits or otherwise in defense of any proceeding referred to in Section 6.01 of these Bylaws or in defense of any claim, issue or matter therein, such person shall be indemnified by the Corporation against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith.

Section 6.03.Determination That Indemnification Is Proper. Any indemnification of a present or former Director or officer of the Corporation under Section 6.01 of these Bylaws (unless ordered by a court) shall be made by the Corporation only upon a determination that indemnification of such person is proper in the circumstances because such person has met the applicable standard of conduct set forth in Section 6.01 of these

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Bylaws. Any such determination shall be made, with respect to a person who is a Director or officer at the time of such determination (i) by a majority vote of the Directors who are not parties to such proceeding, even though less than a quorum, or (ii) by a committee of such Directors designated by majority vote of such Directors, even though less than a quorum, or (iii) if there are no such Directors, or if such Directors so direct, by independent legal counsel in a written opinion or (iv) by the stockholders.

Section 6.04.Advance of Expenses. Expenses (including attorneys’ fees) incurred by a present or former Director or officer in defending any civil, criminal, administrative or investigative proceeding shall be paid by the Corporation prior to the final disposition of such proceeding upon written request by such person and delivery of an undertaking by such person to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified by the Corporation under this Article or applicable law; provided that the Board may not require such Director or officer to post any bond or otherwise provide any security for such undertaking. The Corporation or, in respect of a present Director or officer, the Board may authorize the Corporation’s counsel to represent (subject to applicable conflict of interest considerations) such present or former Director or officer in any proceeding, whether or not the Corporation is a party to such proceeding.

Section 6.05.Procedure for Indemnification of Directors and Officers. Any indemnification of a Director or officer of the Corporation under Sections 6.01 and 6.02 of these Bylaws, or advance of expenses to such persons under Section 6.04 of these Bylaws, shall be made promptly, and in any event within 30 days, upon the written request by or on behalf of such person (together with supporting documentation). If a determination by the Corporation that such person is entitled to indemnification pursuant to this Article is required, and the Corporation fails to respond within 60 days to a written request for indemnity, the Corporation shall be deemed to have approved such request. If the Corporation denies a written request for indemnity or advancement of expenses, in whole or in part, or if payment in full pursuant to such request is not made within 30 days, the right to indemnification or advances as granted by this Article shall be enforceable by such person in any court of competent jurisdiction. Such person’s costs and expenses incurred in connection with successfully establishing such person’s right to indemnification, in whole or in part, in any such action shall also be indemnified, to the fullest extent permitted by law, by the Corporation. It shall be a defense to any such action (other than an action brought to enforce a claim for the advance of costs, charges and expenses under Section 6.04 of these Bylaws where the required undertaking, if any, has been received by or tendered to the Corporation) that the claimant has not met the standard of conduct set forth in Section 6.01 of these Bylaws, but the burden of proving such defense shall be on the Corporation. Neither the failure of the Corporation (including its Board or any Committee thereof, its independent legal counsel, and its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because such person has met the applicable standard of conduct set forth in Section 6.01 of these Bylaws, nor the fact that there has been an actual determination by the Corporation (including its Board or any Committee thereof, its independent legal counsel, and its stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

Section 6.06.Contract Right; Non-Exclusivity; Indemnification Priority Survival.

(a)    The rights to indemnification and advancement of expenses provided by this Article shall be deemed to be separate contract rights between the Corporation and each Director and officer who serves in any such capacity at any time while these provisions as well as the relevant provisions of the DGCL are in effect and any repeal or modification thereof shall not adversely affect any right or obligation then existing with respect to any state of facts then or previously existing or any proceeding previously or thereafter brought or threatened based in whole or in part upon any such state of facts. Such “contract rights” may not be modified retroactively as to any present or former Director or officer without the consent of such Director or officer.

(b)    The rights to indemnification and advancement of expenses provided by this Article shall

28

continue as to a person who has ceased to be a Director or officer and shall not be deemed exclusive of any other rights to which a present or former Director or officer of the Corporation seeking indemnification or advancement of expenses may be entitled under any by‑law,

agreement, vote of stockholders or disinterested Directors, or otherwise provided, that to the extent that that an indemnitee is entitled to be indemnified by the Corporation pursuant to this Article and by any stockholder of the Corporation or any affiliate of any such stockholder (other than the Corporation) under any other agreement or instrument, or by any insurer under a policy maintained by such stockholder or affiliate, the obligations of the Corporation pursuant to this Article shall be primary, and the obligations of such stockholder, affiliate or insurer secondary and the Corporation shall not be entitled to contribution or indemnification from or subrogation against such stockholder or affiliate.

(c)    The rights to indemnification and advancement of expenses provided by this Article to any present or former Director or officer shall inure to the benefit of the heirs, executors and administrators of such a person.

Section 6.07.Insurance. The Corporation shall purchase and maintain insurance on behalf of any person who is or was or has agreed to become a Director or officer of the Corporation, or is or was serving at the request of the Corporation as a Director or officer of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred by such person or on such person’s behalf in any such capacity, or arising out of such person’s status as such, whether or not the Corporation would have the power to indemnify such person against such liability under the provisions of this Article, provided that such insurance is available on commercially reasonable terms consistent with then prevailing rates in the insurance market.

Section 6.08.Subrogation. In the event of payment under this Article VI, the Corporation shall be subrogated to the extent of such payment to all of the rights of recovery of the indemnitee, who shall execute all documents, and do all acts, that as the Corporation may reasonably request to secure such rights, including the execution of such documents as the Corporation may reasonably request to enable the Corporation effectively to bring suit to enforce such rights.

Section 6.09.Employees and Agents. The Board, or any officer authorized by the Board generally or in the specific case to make indemnification decisions, may cause the Corporation to indemnify any present or former employee or agent of the Corporation in such manner and for such liabilities as the Board may determine, up to the fullest extent permitted by the DGCL and other applicable law.

Section 6.10.Interpretation, Severability. Terms defined in Sections 145(h) or (i) of the DGCL have the meanings set forth in such sections when used in this Article. If this Article or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the Corporation shall nevertheless indemnify each Director or officer as to costs, charges and expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement with respect to any proceeding, whether, civil, criminal, administrative, investigative or otherwise, including an action by or in the right of the Corporation, to the fullest extent permitted by any applicable portion of this Article that shall not have been invalidated and to the fullest extent permitted by applicable law.

ARTICLE VII

OFFICES

Section 7.01.Registered Office. The registered office of the Corporation in the State of Delaware shall be located at the location provided in the Certificate of Incorporation.

29

Section 7.02.Other Offices. The Corporation may maintain offices or places of business at such other locations within or without the State of Delaware as the Board may from time to time determine or as the business of the Corporation may require.

ARTICLE VIII

GENERAL PROVISIONS

Section 8.01.Dividends. Subject to any applicable provisions of law and the Certificate of Incorporation, dividends upon the shares of the Corporation may be declared by the Board at any regular or special meeting of the Board and any such dividend may be paid in cash, property, or shares of the Corporation’s capital stock.

A member of the Board, or a member of any Committee designated by the Board shall be fully protected in relying in good faith upon the records of the Corporation and upon such information, opinions, reports or statements presented to the Corporation by any of its officers or employees, or Committees of the Board, or by any other person as to matters the Director reasonably believes are within such other person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Corporation, as to the value and amount of the assets, liabilities and/or net profits of the Corporation, or any other facts pertinent to the existence and amount of surplus or other funds from which dividends might properly be declared and paid.

Section 8.02.Reserves. There may be set aside out of any funds of the Corporation available for dividends such sum or sums as the Board from time to time, in its absolute discretion, thinks proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the Corporation or for such other purpose as the Board shall think conducive to the interest of the Corporation and the Corporation’s stockholders, and the Board may similarly modify or abolish any such reserve.

Section 8.03.Execution of Instruments. Except as otherwise provided by law or the Certificate of Incorporation, the Board or the Chief Executive Officer may authorize the Chief Executive Officer or any other officer or agent to enter into any contract or execute and deliver any instrument in the name and on behalf of the Corporation. Any such authorization may be general or limited to specific contracts or instruments.

Section 8.04.Voting as Stockholder. Unless otherwise determined by resolution of the Board, the Chair of the Board or the Chief Executive Officer or any Vice President shall have full power and authority on behalf of the Corporation to attend any meeting of stockholders of any corporation in which the Corporation may hold stock, and to act, vote (or execute proxies to vote) and exercise in person or by proxy all other rights, powers and privileges incident to the ownership of such stock at any such meeting or through action without a meeting. The Board may by resolution from time to time confer such power and authority upon (in general or confined to specific instances) any other person or persons.

Section 8.05.Fiscal Year. The fiscal year of the Corporation shall be fixed from time to time by resolution of the

Board.

Section 8.06.Seal. The seal of the Corporation shall be circular in form and shall contain the name of the Corporation, the year of its incorporation and the words “Corporate Seal” and “Delaware”. The form of such seal shall be subject to alteration by the Board. The seal may be used by causing it or a facsimile thereof to be impressed, affixed or reproduced, or may be used in any other lawful manner.

Section 8.07.Books and Records; Inspection. Except to the extent otherwise required by law, the books and records of the Corporation shall be kept at such place or places within or without the State of Delaware as may be determined from time to time by the Board.

30

Section 8.08.Electronic Transmission. “Electronic transmission”, as used in these Bylaws, means any form of communication, not directly involving the physical transmission of paper, that creates a record that may be retained, retrieved and reviewed by a recipient thereof, and that may be directly reproduced in paper form by such a recipient through an automated process.

ARTICLE IX

AMENDMENT OF BYLAWS

Section 9.01.Amendment. Subject to the provisions of the Certificate of Incorporation, these Bylaws may be amended, altered or repealed:

(a)    by resolution adopted by a majority of the Board at any special or regular meeting of the Board if, in the case of such special meeting only, notice of such amendment, alteration or repeal is contained in the notice or waiver of notice of such meeting, or

(b)    at any regular or special meeting of the stockholders upon the affirmative vote of a majority of the shares of the Corporation entitled to vote generally in the election of Directors if, in the case of such special meeting only, notice of such amendment, alteration or repeal is contained in the notice or waiver of notice of such meeting.

Notwithstanding the foregoing, no amendment, alteration or repeal of Article VI shall adversely affect any right or protection existing under these Bylaws immediately prior to such amendment, alteration or repeal, including any right or protection of a present or former Director or officer thereunder in respect of any act or omission occurring prior to the time of such amendment.

ARTICLE X

CONSTRUCTION

Section 10.01.Construction. In the event of any conflict between the provisions of these Bylaws as in effect from time to time and the provisions of the Certificate of Incorporation as in effect from time to time, the provisions of such Certificate of Incorporation shall be controlling.

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EX-10.2

Exhibit 10.2

In the second quarter of 2021, the Compensation Committee of Univar Solutions Inc. (the “Company”) approved a payment to Mr. Carl Lukach, former Executive Vice President, Corporate Development and a named executive officer of the Company, in the amount of Four Hundred Thousand Dollars ($400,000.00) for the services Mr. Lukach provided to the Company in connection with certain of the Company’s divestiture transactions.

EX-31.1

Exhibit 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

PURSUANT TO RULE 13a-14(a) OF THE EXCHANGE ACT, AS AMENDED,

AS ADOPTED PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, David C. Jukes, certify that:

1.I have reviewed this quarterly report on Form 10-Q of Univar Solutions Inc.

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 3, 2021	By: /s/  David C. Jukes
	David C. Jukes
	President and Chief Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

PURSUANT TO RULE 13a-14(a) OF THE EXCHANGE ACT, AS AMENDED,

AS ADOPTED PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Nicholas W. Alexos, certify that:

1.I have reviewed this quarterly report on Form 10-Q of Univar Solutions Inc.

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 3, 2021	By: /s/  Nicholas W. Alexos
	Nicholas W. Alexos
	Executive Vice President and Chief Financial Officer

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

    In connection with the Quarterly Report on Form 10-Q (the “Report”) for the quarter ended June 30, 2021, I, David C. Jukes, President and Chief Executive Officer of Univar Solutions Inc. (the “Company”), certify that:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”); and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ DAVID C. JUKES

David C. Jukes

President and Chief Executive Officer

August 3, 2021

This certification accompanies the Report and shall not, except to the extent required by the Exchange Act, be deemed filed by the Company. A signed original of this certification has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

EX-32.2

Exhibit 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

    In connection with the Quarterly Report on Form 10-Q (the “Report”) for the quarter ended June 30, 2021, I, Nicholas W. Alexos, Executive Vice President and Chief Financial Officer of Univar Solutions Inc. (the “Company”), certify that:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”); and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ NICHOLAS W. ALEXOS

Nicholas W. Alexos

Executive Vice President and Chief Financial Officer

August 3, 2021

This certification accompanies the Report and shall not, except to the extent required by the Exchange Act, be deemed filed by the Company. A signed original of this certification has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

XML

Cover Page - shares	6 Months Ended
	Jun. 30, 2021	Jul. 22, 2021
Cover [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Jun. 30, 2021
Document Transition Report	false
Entity File Number	001-37443
Entity Registrant Name	Univar Solutions Inc.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	26-1251958
Entity Address, Address Line One	3075 Highland Parkway, Suite 200
Entity Address, City or Town	Downers Grove,
Entity Address, State or Province	IL
Entity Address, Postal Zip Code	60515
City Area Code	331
Local Phone Number	777-6000
Title of 12(b) Security	Common Stock ($0.01 par value)
Trading Symbol	UNVR
Security Exchange Name	NYSE
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		170,908,008
Amendment Flag	false
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	Q2
Entity Central Index Key	0001494319
Current Fiscal Year End Date	--12-31

XML

Condensed Consolidated Statements of Operations - USD ($) shares in Millions, $ in Millions		3 Months Ended		6 Months Ended
		Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
Income Statement [Abstract]
Net sales		$ 2,394.1	$ 2,009.2	$ 4,549.5	$ 4,220.4
Cost of goods sold (exclusive of depreciation)		1,791.6	1,520.1	3,404.6	3,198.7
Operating expenses:
Outbound freight and handling		97.8	80.7	189.2	172.2
Warehousing, selling and administrative		307.2	245.5	576.0	525.0
Other operating expenses, net	[1]	29.9	24.8	74.1	55.2
Depreciation		37.3	40.4	81.1	82.1
Amortization		13.2	14.8	26.3	30.6
Impairment charges		2.1	16.9	2.1	16.9
Total operating expenses		487.5	423.1	948.8	882.0
Operating income		115.0	66.0	196.1	139.7
Other income (expense):
Interest income		0.7	0.2	1.1	1.2
Interest expense		(26.4)	(30.1)	(53.4)	(59.2)
Gain (loss) on sale of business		87.6	0.0	88.2	(8.6)
Loss on extinguishment of debt		(2.0)	0.0	(2.2)	(1.8)
Other income (expense), net	[1]	5.3	(22.7)	34.2	(2.3)
Total other income (expense)		65.2	(52.6)	67.9	(70.7)
Income before income taxes		180.2	13.4	264.0	69.0
Income tax expense		27.0	11.6	44.6	11.3
Net income		$ 153.2	$ 1.8	$ 219.4	$ 57.7
Income per common share:
Basic income per common share (in dollars per share)		$ 0.90	$ 0.01	$ 1.29	$ 0.34
Diluted income per common share (in dollars per share)		$ 0.90	$ 0.01	$ 1.29	$ 0.34
Weighted average common shares outstanding:
Basic (in shares)		169.9	168.9	169.6	168.8
Diluted (in shares)		170.9	169.6	170.4	169.6

[1] For the three and six months ended June 30, 2020, the fair value adjustment for warrants was reclassified to other income (expense), net, from other operating expenses, net, to conform to the current year presentation. Refer to “Note 2: Significant accounting policies” for more information.

XML

Condensed Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
Statement of Comprehensive Income [Abstract]
Net income	$ 153.2	$ 1.8	$ 219.4	$ 57.7
Other comprehensive income (loss), net of tax:
Foreign currency translation	38.1	19.7	38.9	(74.4)
Pension and other postretirement benefits adjustment	(0.2)	0.1	(2.6)	0.1
Derivative financial instruments	1.5	(5.3)	8.1	(21.4)
Total other comprehensive income (loss), net of tax	39.4	14.5	44.4	(95.7)
Comprehensive income (loss)	$ 192.6	$ 16.3	$ 263.8	$ (38.0)

XML

Condensed Consolidated Balance Sheets - USD ($) $ in Millions	Jun. 30, 2021	Dec. 31, 2020
Current assets:
Cash and cash equivalents	$ 207.0	$ 386.6
Trade accounts receivable, net of allowance for doubtful accounts of $19.3 and $17.2 at June 30, 2021 and December 31, 2020, respectively	1,532.8	1,239.8
Inventories	786.1	674.0
Prepaid expenses and other current assets	175.4	151.5
Total current assets	2,701.3	2,451.9
Property, plant and equipment, net	1,028.4	1,065.7
Goodwill	2,281.0	2,270.4
Intangible assets, net	227.5	251.9
Deferred tax assets	29.2	29.6
Other assets	280.8	285.5
Total assets	6,548.2	6,355.0
Current liabilities:
Short-term financing	8.4	2.1
Trade accounts payable	953.1	765.1
Current portion of long-term debt	129.1	163.5
Accrued compensation	131.2	102.2
Other accrued expenses	344.8	374.1
Total current liabilities	1,566.6	1,407.0
Long-term debt	2,215.1	2,477.1
Pension and other postretirement benefit liabilities	295.2	308.8
Deferred tax liabilities	38.8	39.3
Other long-term liabilities	333.9	330.5
Total liabilities	4,449.6	4,562.7
Stockholders’ equity:
Preferred stock, 200.0 million shares authorized at $0.01 par value with no shares issued or outstanding at June 30, 2021 and December 31, 2020	0.0	0.0
Common stock, 2.0 billion shares authorized at $0.01 par value with 170.9 million and 169.3 million shares issued and outstanding at June 30, 2021 and December 31, 2020, respectively	1.7	1.7
Additional paid-in capital	3,025.8	2,983.3
Accumulated deficit	(586.2)	(805.6)
Accumulated other comprehensive loss	(342.7)	(387.1)
Total stockholders’ equity	2,098.6	1,792.3
Total liabilities and stockholders’ equity	$ 6,548.2	$ 6,355.0

XML

Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Millions	Jun. 30, 2021	Dec. 31, 2020
Statement of Financial Position [Abstract]
Allowance for doubtful accounts	$ 19.3	$ 17.2
Preferred stock, shares authorized (in shares)	200,000,000.0	200,000,000.0
Preferred stock, par value (in dollars per share)	$ 0.01	$ 0.01
Preferred stock, share issued (in shares)	0	0
Preferred stock, shares outstanding (in shares)	0	0
Common stock, shares authorized (in shares)	2,000,000,000.0	2,000,000,000.0
Common stock, par value (in dollars per share)	$ 0.01	$ 0.01
Common stock, shares issued (in shares)	170,900,000	169,300,000
Common stock, shares outstanding (in shares)	170,900,000	169,300,000

XML

Condensed Consolidated Statements of Cash Flows - USD ($) $ in Millions		6 Months Ended
		Jun. 30, 2021	Jun. 30, 2020
Operating activities:
Net income		$ 219.4	$ 57.7
Adjustments to reconcile net income to net cash (used) provided by operating activities:
Depreciation and amortization		107.4	112.7
Impairment charges		2.1	16.9
Amortization of deferred financing fees and debt discount		3.4	3.3
Amortization of pension (credits) cost from accumulated other comprehensive loss		(3.1)	0.1
(Gain) loss on sale of business		(88.2)	8.6
Gain on sale of property, plant and equipment		(3.1)	(7.5)
Loss on extinguishment of debt		2.2	1.8
Deferred income taxes		(2.0)	(4.5)
Stock-based compensation expense		9.2	8.3
Fair value adjustment for warrants	[1]	(33.8)	(7.5)
Other		2.3	1.8
Changes in operating assets and liabilities:
Trade accounts receivable, net		(321.0)	(111.1)
Inventories		(122.6)	22.0
Prepaid expenses and other current assets		(42.7)	(24.6)
Trade accounts payable		207.4	30.3
Pensions and other postretirement benefit liabilities		(16.0)	(8.1)
Other, net	[1]	70.5	(26.7)
Net cash (used) provided by operating activities		(8.6)	73.5
Investing activities:
Purchases of property, plant and equipment		(38.9)	(45.0)
Proceeds from sale of property, plant and equipment		8.5	13.0
Proceeds (payments) from sale of business		136.3	(8.2)
Other		(2.3)	(7.0)
Net cash provided (used) by investing activities		103.6	(47.2)
Financing activities:
Proceeds from issuance of long-term debt, net		995.0	0.0
Payments on long-term debt and finance lease obligations		(1,330.0)	(189.3)
Net proceeds under revolving credit facilities		25.5	384.4
Short-term financing, net		7.6	3.5
Payments of Financing Costs		(1.0)	0.0
Taxes paid related to net share settlements of stock-based compensation awards		(2.5)	(1.4)
Stock option exercises		7.8	0.7
Proceeds from the exercise of warrants		27.1	0.0
Other		0.8	0.7
Net cash (used) provided by financing activities		(269.7)	198.6
Effect of exchange rate changes on cash and cash equivalents		(4.9)	(7.8)
Net (decrease) increase in cash and cash equivalents		(179.6)	217.1
Cash and cash equivalents at beginning of period		386.6	330.3
Cash and cash equivalents at end of period		207.0	547.4
Cash paid during the period for:
Income taxes		35.2	20.2
Interest, net of capitalized interest		46.0	50.5
Non-cash activities:
Additions of property, plant and equipment included in trade accounts payable and other accrued expenses		5.3	3.8
Additions of property, plant and equipment under a finance lease obligation		8.0	23.2
Additions of assets under an operating lease obligation		$ 25.8	$ 26.5

[1] For the six months ended June 30, 2020, the amount included in fair value adjustment for warrants, which was previously included in other, net, is now presented separately to conform to the current year presentation. Refer to “Note 2: Significant accounting policies” for more information.

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Condensed Consolidated Statements of Changes in Stockholders' Equity - USD ($) shares in Thousands, $ in Millions	Total	Common stock	Additional paid-in capital	Accumulated deficit	Accumulated other comprehensive loss
Beginning balance (in shares) at Dec. 31, 2019		168,700
Beginning balance at Dec. 31, 2019	$ 1,732.8	$ 1.7	$ 2,968.9	$ (858.5)	$ (379.3)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income	57.7			57.7
Foreign currency translation adjustment	(74.4)				(74.4)
Pension and other postretirement benefits adjustment, net of tax $0.5	0.1
Derivative financial instruments, net of tax	(21.4)				(21.4)
Restricted stock units vested (in shares)		300
Restricted stock units vested	0.0
Tax withholdings related to net share settlements of stock-based compensation awards (in shares)		(100)
Tax withholdings related to net share settlements of stock-based compensation awards	(1.4)		(1.4)
Stock option exercises (in shares)		100
Stock option exercises	0.7		0.7
Employee stock purchase plan	0.7		0.7
Stock-based compensation expense	8.3		8.3
Other	0.1
Ending balance (in shares) at Jun. 30, 2020		169,000
Ending balance at Jun. 30, 2020	1,703.2	$ 1.7	2,977.3	(800.8)	(475.0)
Beginning balance (in shares) at Mar. 31, 2020		168,900
Beginning balance at Mar. 31, 2020	1,683.6	$ 1.7	2,974.0	(802.6)	(489.5)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income	1.8			1.8
Foreign currency translation adjustment	19.7				19.7
Pension and other postretirement benefits adjustment, net of tax $0.5	0.1
Derivative financial instruments, net of tax	(5.3)				(5.3)
Restricted stock units vested (in shares)		100
Restricted stock units vested	0.0
Tax withholdings related to net share settlements of stock-based compensation awards (in shares)		0
Tax withholdings related to net share settlements of stock-based compensation awards	(0.1)		(0.1)
Employee stock purchase plan	0.7		0.7
Stock-based compensation expense	2.6		2.6
Other	0.1
Ending balance (in shares) at Jun. 30, 2020		169,000
Ending balance at Jun. 30, 2020	$ 1,703.2	$ 1.7	2,977.3	(800.8)	(475.0)
Beginning balance (in shares) at Dec. 31, 2020	169,300	169,300
Beginning balance at Dec. 31, 2020	$ 1,792.3	$ 1.7	2,983.3	(805.6)	(387.1)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income	219.4			219.4
Foreign currency translation adjustment	38.9				38.9
Pension and other postretirement benefits adjustment, net of tax $0.5	(2.6)				(2.6)
Derivative financial instruments, net of tax	8.1				8.1
Common stock issued upon the exercise of warrants (in shares)		1,000
Common stock issued upon the exercise of warrants	26.8		26.8
Restricted stock units vested (in shares)		400
Restricted stock units vested	0.0
Tax withholdings related to net share settlements of stock-based compensation awards (in shares)		(100)
Tax withholdings related to net share settlements of stock-based compensation awards	(2.5)		(2.5)
Stock option exercises (in shares)		300
Stock option exercises	7.8		7.8
Employee stock purchase plan	0.8
Stock-based compensation expense	9.2		9.2
Other	$ 0.4
Ending balance (in shares) at Jun. 30, 2021	170,900	170,900
Ending balance at Jun. 30, 2021	$ 2,098.6	$ 1.7	3,025.8	(586.2)	(342.7)
Beginning balance (in shares) at Mar. 31, 2021		169,600
Beginning balance at Mar. 31, 2021	1,869.0	$ 1.7	2,988.8	(739.4)	(382.1)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income	153.2			153.2
Foreign currency translation adjustment	38.1				38.1
Pension and other postretirement benefits adjustment, net of tax $0.5	(0.2)				(0.2)
Derivative financial instruments, net of tax	1.5				1.5
Common stock issued upon the exercise of warrants (in shares)		1,000
Common stock issued upon the exercise of warrants	26.8		26.8
Restricted stock units vested (in shares)		100
Restricted stock units vested	0.0
Tax withholdings related to net share settlements of stock-based compensation awards	(0.4)		(0.4)
Stock option exercises (in shares)		200
Stock option exercises	6.3		6.3
Employee stock purchase plan	0.8
Stock-based compensation expense	3.3		3.3
Other	$ 0.2
Ending balance (in shares) at Jun. 30, 2021	170,900	170,900
Ending balance at Jun. 30, 2021	$ 2,098.6	$ 1.7	$ 3,025.8	$ (586.2)	$ (342.7)

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Condensed Consolidated Statements of Changes in Stockholders' Equity (Parenthetical) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
Statement of Stockholders' Equity [Abstract]
Foreign currency translation adjustment tax expense (benefit)				$ (4.7)
Pension and other postretirement benefits adjustment, tax expense (benefit)			$ 0.5
Derivative financial instruments, tax expense (benefit)	$ (0.5)	$ 2.3	$ (2.7)	$ 9.3

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Nature of operations

6 Months Ended

Jun. 30, 2021

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Nature of operations

1. Nature of operations

Headquartered in Downers Grove, Illinois, Univar Solutions Inc. (“Univar Solutions,” “Company,” “we,” “our” and “us”) is a leading global chemical and ingredient distributor and provider of value-added services to customers across a wide range of industries. The Company’s operations are structured into four reportable segments that represent the geographic areas under which the Company manages its business:

•Univar Solutions USA (“USA”)

•Univar Solutions Europe and the Middle East and Africa (“EMEA”)

•Univar Solutions Canada (“Canada”)

•Univar Solutions Latin America (“LATAM”)

LATAM includes certain developing businesses in Latin America and the Asia-Pacific region.

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Significant accounting policies

6 Months Ended

Jun. 30, 2021

Accounting Policies [Abstract]

Significant accounting policies

2. Significant accounting policies

Basis of presentation

The condensed consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) as applicable to interim financial reporting. These condensed consolidated financial statements, in the Company’s opinion, include all adjustments consisting of normal recurring accruals necessary for a fair presentation of the condensed consolidated balance sheets, statements of operations, comprehensive income, cash flows and changes in stockholders’ equity. The results of operations for the periods presented are not necessarily indicative of the operating results that may be expected for the full year. The accompanying condensed consolidated financial statements of Univar Solutions includes the combined results of all directly and indirectly controlled companies, which have been adjusted to account for the elimination of intercompany balances and transactions.

The preparation of condensed consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the amounts reported and disclosed in the financial statements and accompanying notes. Actual results could differ materially from these estimates. These condensed consolidated financial statements and related footnotes are unaudited and should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2020.

Beginning with the first quarter of 2021, the Company recorded the change in the fair value of the warrants in other income (expense), net to properly reflect the non-operating nature of the warrant liability. The Company reclassified the change in the fair value of the warrants in its condensed consolidated statement of operations for the three and six months ended June 30, 2020 from other operating expenses, net to other income (expense), net to conform to the current period presentation. In addition, on our condensed consolidated statement of cash flows for the six months ended June 30, 2020, the change in the fair value is now presented separately as fair value adjustments for warrants, which was previously included in other, net, to conform to the current year presentation.

Recently adopted accounting pronouncements

In January 2021, the Company adopted ASU 2019-12 “Income Taxes” (Topic 740) – “Simplifying the Accounting for Income Taxes,” which clarifies and simplifies the accounting for income taxes by eliminating certain exceptions for intra-period tax allocation principles, updating the methodology for calculating income tax rates in an interim period and aligning the recognition of deferred taxes for outside basis differences in an investment, among other updates. The adoption did not have a material impact to the Company’s financial statements and disclosures.

Accounting pronouncements issued and not yet adopted

In March 2020, the FASB issued ASU 2020-04 “Reference Rate Reform” (Topic 848) – “Facilitation of the Effects of Reference Rate Reform on Financial Reporting,” which provides optional expedients and exceptions for applying US GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform from currently referenced rates, such as LIBOR, to alternative rates. In January 2021, the FASB issued ASU 2021-01 “Reference Rate Reform” (Topic 848) that clarifies the scope of ASU 2020-04. The ASU’s were effective beginning March 12, 2020 and the Company may elect to apply the amendments prospectively through December 31, 2022. The Company is currently determining the impacts of the guidance on our consolidated financial statements.

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Business combinations

6 Months Ended

Jun. 30, 2021

Business Combinations [Abstract]

Business combinations

3. Business combinations

On December 18, 2020, the Company completed the acquisition of the specialty silicone solutions business of Zhuhai Techi Chem Silicone Industry Corporation (“Techi Chem”), a leading distributor of specialty silicone solutions used primarily for the coatings, adhesives, sealants, and elastomers (“CASE”) market within the China marketplace. The goal of the Techi Chem acquisition is to enhance the Company’s ability to bring differential value to customers and suppliers within the CASE market.

The purchase price of this acquisition was $6.8 million, comprised of $4.6 million cash paid and a $2.2 million contingent consideration component. Refer to “Note 15: Fair value measurements” for further information on the contingent consideration liability. As of December 31, 2020, the Company recorded a preliminary purchase price allocation consisting of goodwill of $3.5 million, intangible assets of $2.7 million, inventories of $1.0 million and other current assets and deferred tax liabilities of $(0.4) million. The goodwill is included in the LATAM segment and is primarily attributable to expected synergies. The Company does not expect the goodwill to be deductible for income tax purposes. The identified intangible assets were related to customer relationships which have a weighted-average amortization period of eight years. The operating results subsequent to the acquisition date did not have a significant impact on the consolidated financial statements of the Company.

As of March 31, 2021, the Company updated the purchase price allocation to reflect final deferred income tax adjustments, resulting in a $0.7 million decrease to goodwill. The accounting for this acquisition was complete as of March 31, 2021.

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Dispositions

6 Months Ended

Jun. 30, 2021

Discontinued Operations and Disposal Groups [Abstract]

Dispositions

4. Dispositions

On April 1, 2021, the Company completed the sale of its Distrupol business within the EMEA segment for total cash proceeds of $136.7 million, subject to certain post-closing adjustments. In the second quarter of 2021, the Company recorded a $87.6 million pre-tax gain on sale of business in the condensed consolidated statement of operations, net of a release of cumulative foreign currency translation losses of $18.1 million (refer to “Note 12: Accumulated other comprehensive loss” for more information). The sale of the Distrupol business is exempt from tax under local country subsidiary participation exemptions. The impact of the sale on US income taxes was minimal. The sale of this business does not meet the criteria to be classified as a discontinued operation in the Company’s financial statements because the disposition does not represent a strategic shift that had, or will have, a major effect on the Company’s operations and financial results.

The following summarizes the income before income taxes attributable to this business:

	Three months ended June 30, 2020		Six months ended June 30,
(in millions)			2021		2020
Income before income taxes	$	2.9	$	3.9	$	5.2

On November 30, 2020, the Company completed the sale of its Canadian Agriculture services business for total net cash proceeds of $39.3 million after closing transaction-related expenses. In the fourth quarter of 2020, the Company recorded a $31.5 million pre-tax loss on sale of business in the condensed consolidated statement of operations. In the first quarter of 2021, the Company recognized a favorable adjustment of $0.7 million, decreasing the loss on sale recorded in the fourth quarter of 2020. The sale of this business did not meet the criteria to be classified as a discontinued operation in the Company’s financial statements because the disposition did not represent a strategic shift that had, or will have, a major effect on the Company's operations and financial results.

The following summarizes the income before income taxes attributable to this business:

(in millions)	Three months ended June 30, 2020		Six months ended June 30, 2020
Income before income taxes	$	1.1	$	3.1

On September 1, 2020, the Company completed the sale of its industrial spill and emergency response businesses to EnviroServe Inc. for total net cash proceeds of $6.2 million after transaction-related expenses. In the third quarter of 2020, the Company recorded a $9.3 million pre-tax loss on sale of business in the condensed consolidated statement of operations. In the fourth quarter of 2020 and the first quarter of 2021, we recorded estimated and final net working capital adjustments of $1.2 million and $0.1 million, respectively, increasing the loss on sale recorded in the third quarter of 2020. The sale of these businesses did not meet the criteria to be classified as a discontinued operation in the Company’s financial statements because

the dispositions did not represent a strategic shift that had, or will have, a major effect on the Company's operations and financial results.

The following summarizes the loss before income taxes attributable to these businesses:

(in millions)	Three months ended June 30, 2020		Six months ended June 30, 2020
Loss before income taxes	$	(19.5)	$	(26.1)

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Revenue

6 Months Ended

Jun. 30, 2021

Revenue from Contract with Customer [Abstract]

Revenue

5. Revenue

The Company disaggregates revenues from contracts with customers by both geographic reportable segments and revenue contract types. Geographic reportable segmentation is pertinent to understanding Univar Solutions’ revenues, as it aligns to how the Company reviews the financial performance of its operations. Revenue contract types are differentiated by the type of good or service Univar Solutions offers customers, since the contractual terms necessary for revenue recognition are unique to each of the identified revenue contract types.

The following tables disaggregate external customer net sales by major stream:

	USA		EMEA		Canada		LATAM		Consolidated
(in millions)	Three months ended June 30, 2021
Chemical Distribution	$	1,428.7	$	504.0	$	233.9	$	148.8	$	2,315.4
Services	71.5		—		4.7		2.5		78.7
Total external customer net sales	$	1,500.2	$	504.0	$	238.6	$	151.3	$	2,394.1
	USA		EMEA		Canada		LATAM		Consolidated
(in millions)	Three months ended June 30, 2020
Chemical Distribution	$	1,097.1	$	409.3	$	172.0	$	96.8	$	1,775.2
Crop Sciences	—		—		147.4		—		147.4
Services	72.3		0.3		12.1		1.9		86.6
Total external customer net sales	$	1,169.4	$	409.6	$	331.5	$	98.7	$	2,009.2

	USA		EMEA		Canada		LATAM		Consolidated
(in millions)	Six months ended June 30, 2021
Chemical Distribution	$	2,650.9	$	1,009.7	$	452.6	$	280.8	$	4,394.0
Services	142.3		0.2		8.7		4.3		155.5
Total external customer net sales	$	2,793.2	$	1,009.9	$	461.3	$	285.1	$	4,549.5
	USA		EMEA		Canada		LATAM		Consolidated
(in millions)	Six months ended June 30, 2020
Chemical Distribution	$	2,367.6	$	869.2	$	380.3	$	202.1	$	3,819.2
Crop Sciences	—		—		211.8		—		211.8
Services	159.3		0.7		25.2		4.2		189.4
Total external customer net sales	$	2,526.9	$	869.9	$	617.3	$	206.3	$	4,220.4

Deferred revenue

Deferred revenues are recognized as contract liabilities when customers provide Univar Solutions with consideration prior to the Company satisfying the performance obligations and are recognized in revenue when the performance obligations are met. Deferred revenues relate to revenues that are expected to be recognized within one year and are recorded within the other accrued expenses line items of the condensed consolidated balance sheets. Deferred revenues as of June 30, 2021 and December 31, 2020 were $5.0 million and $5.8 million, respectively.

Revenue recognized through the six months ended June 30, 2021 and 2020 from amounts included in contract liabilities at the beginning of the period were $4.6 million and $64.4 million, respectively. The year-over-year decrease in revenue recognized from contract liabilities is primarily due to the prior year wind down of the Canadian Agriculture wholesale distribution business which was operationally completed by December 31, 2020.

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Other operating expenses, net

6 Months Ended

Jun. 30, 2021

Other Income and Expenses [Abstract]

Other operating expenses, net

6. Other operating expenses, net

Other operating expenses, net consisted of the following:

	Three months ended June 30,				Six months ended June 30,
(in millions)	2021		2020		2021		2020
Acquisition and integration related expenses	$	16.4	$	14.3	$	32.8	$	31.8
Stock-based compensation expense	3.3		2.6		9.2		8.3
Restructuring (credits) charges (1)	(0.1)		6.3		0.1		8.8
Other employee severance costs	2.0		2.8		4.9		8.3
Other facility closure costs	0.5		0.1		0.5		2.0
Multi-employer pension plan exit liability (2)	12.8		—		31.2		—
Gain on sale of property, plant and equipment	(2.0)		(2.2)		(3.1)		(7.5)
Other	(3.0)		0.9		(1.5)		3.5
Total other operating expenses, net (3)	$	29.9	$	24.8	$	74.1	$	55.2

(1)Refer to “Note 7: Restructuring charges” for more information.

(2)Refer to “Note 9: Employee benefit plans” for more information.

(3)For the three and six months ended June 30, 2020, the fair value adjustment for warrants was reclassified to other income (expense), net, from other operating expenses, net, to conform to the current year presentation. Refer to “Note 2: Significant accounting policies” for more information.

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Restructuring charges

6 Months Ended

Jun. 30, 2021

Restructuring and Related Activities [Abstract]

Restructuring charges

7. Restructuring charges

Restructuring charges relate to the implementation of several regional strategic initiatives aimed at streamlining the Company’s cost structure and improving its operations. These actions primarily resulted in workforce reductions and other facility rationalization costs. Restructuring charges are recorded in other operating expenses, net in the condensed consolidated statement of operations.

2020 Restructuring

During the fourth quarter of 2020, the Company approved a plan to wind down its Canadian Agriculture wholesale distribution business as part of an in-depth review of the changing dynamics within the agriculture industry. The actions associated with this program were substantially complete as of December 31, 2020. During 2021, the Company adjusted its previously disclosed estimate and recorded an additional charge to earnings of $0.1 million within employee termination costs.

As a result of this plan, we recorded the following charges:

(in millions)	Three months ended June 30, 2021		Six months ended June 30, 2021		Cumulative costs		Anticipated total costs
Canada:
Employee termination costs	$	(0.1)	$	0.1	$	1.8	$	1.8
Other exit costs	—		—		2.2		2.2
Total	$	(0.1)	$	0.1	$	4.0	$	4.0

The following table summarizes activity related to accrued liabilities associated with restructuring:

(in millions)	January 1, 2021		Charge to earnings		Cash paid		Non-cash and other		June 30, 2021
Employee termination costs	$	3.2	$	0.1	$	(3.6)	$	1.2	$	0.9
Facility exit costs	1.4		—		—		(1.3)		0.1
Other exit costs	2.5		—		(1.5)		—		1.0
Total	$	7.1	$	0.1	$	(5.1)	$	(0.1)	$	2.0

(in millions)	January 1, 2020		Charge to earnings		Cash paid		Non-cash and other		December 31, 2020
Employee termination costs	$	3.7	$	11.7	$	(12.4)	$	0.2	$	3.2
Facility exit costs	1.9		—		(0.5)		—		1.4
Other exit costs	0.2		2.2		—		0.1		2.5
Total	$	5.8	$	13.9	$	(12.9)	$	0.3	$	7.1

Restructuring liabilities of $1.9 million and $6.6 million were classified as current in other accrued expenses in the condensed consolidated balance sheets as of June 30, 2021 and December 31, 2020, respectively. The long-term portion of restructuring liabilities of $0.1 million and $0.5 million were recorded in other long-term liabilities in the condensed consolidated balance sheets as of June 30, 2021 and December 31, 2020, respectively, and primarily consists of facility exit costs that are expected to be paid within the next five years.The cost information above does not contain any estimates for programs that may be developed and implemented in future periods. While the Company believes the recorded restructuring liabilities are adequate, revisions to current estimates may be recorded in future periods based on new information as it becomes available.

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Other income (expense), net

6 Months Ended

Jun. 30, 2021

Other Income and Expenses [Abstract]

Other income (expense), net

8. Other income (expense), net

Other income (expense), net consisted of the following:

	Three months ended June 30,				Six months ended June 30,
(in millions)	2021		2020		2021		2020
Foreign currency transactions	$	(3.5)	$	(5.6)	$	(5.3)	$	(6.4)
Foreign currency denominated loans revaluation	—		(0.4)		(0.1)		(0.2)
Undesignated foreign currency derivative instruments(1)	(0.1)		2.1		(1.8)		0.1
Undesignated interest rate and cross currency swap contracts (1)	(0.3)		(1.2)		1.0		(6.0)
Non-operating retirement benefits (2)	4.0		2.1		10.7		4.3
Debt refinancing costs (3)	(6.9)		—		(6.9)		(0.1)
Fair value adjustment for warrants (4)	8.2		(18.8)		33.8		7.5
Other	3.9		(0.9)		2.8		(1.5)
Total other income (expense), net	$	5.3	$	(22.7)	$	34.2	$	(2.3)

(1)Refer to “Note 16: Derivatives” for more information.

(2)Refer to “Note 9: Employee benefit plans” for more information.

(3)Refer to “Note 13: Debt” for more information.

(4)For the three and six months ended June 30, 2020, the fair value adjustment for warrants was reclassified to other income (expense), net, from other operating expenses, net, to conform to the current year presentation. Refer to “Note 2: Significant accounting policies” for more information.

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Employee benefit plans

6 Months Ended

Jun. 30, 2021

Postemployment Benefits [Abstract]

Employee benefit plans

9. Employee benefit plans

The following table summarizes the components of net periodic benefit income recognized in the condensed consolidated statements of operations:

	Domestic - Defined Benefit Pension Plans								Foreign - Defined Benefit Pension Plans
	Three months ended June 30,				Six months ended June 30,				Three months ended June 30,				Six months ended June 30,
(in millions)	2021		2020		2021		2020		2021		2020		2021		2020
Service cost (1)	$	—	$	—	$	—	$	—	$	0.4	$	0.4	$	0.9	$	0.9
Interest cost (2)	4.8		5.8		9.6		11.6		2.5		3.0		5.0		6.1
Expected return on plan assets (2)	(7.3)		(7.2)		(14.6)		(14.3)		(3.8)		(3.8)		(7.6)		(7.8)
Prior service (credit) cost (2)	—		—		—		—		(0.2)		0.1		(3.1)		0.1
Net periodic benefit income	$	(2.5)	$	(1.4)	$	(5.0)	$	(2.7)	$	(1.1)	$	(0.3)	$	(4.8)	$	(0.7)

(1)Service cost is included in warehouse, selling and administrative expenses.

(2)These amounts are included in other income (expense), net, and represent non-operating retirement benefits.

Multi-employer pension plan withdrawal liability

During the first and second quarters of 2021, the Company recognized discounted withdrawal liabilities of $18.4 million and $12.8 million, respectively, related to operating sites exiting the Central States multi-employer pension plan. While the $31.2 million recognized during the six months ended June 30, 2021 represents the Company’s best estimate of the withdrawal liability at this time, actual costs could differ based on final funding assessments. Any changes to the estimate will be recorded in the period identified. The Company estimates its cash obligation to be approximately $1.9 million annually for each of the next 20 years. The net present value of the withdrawal liability was determined using a risk-free interest rate. Amounts associated with the withdrawal liability are included in other operating expenses, net in the condensed consolidated statements of operations and other accrued expenses and other long-term liabilities in the condensed consolidated balance sheets.

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Income taxes

6 Months Ended

Jun. 30, 2021

Income Tax Disclosure [Abstract]

Income taxes

10. Income taxes

The income tax expense and effective income tax rate for the three and six months ended June 30, 2021 and 2020 were as follows:

	Three months ended June 30,						Six months ended June 30,
(dollars in millions)	2021			2020			2021			2020
Income tax expense	$	27.0		$	11.6		$	44.6		$	11.3
Effective income tax rate	15.0		%	86.6		%	16.9		%	16.4		%

Discrete tax expenses of $1.6 million and $2.1 million are included in the $27.0 million and $44.6 million income tax expense for the three and six months ended June 30, 2021, respectively. The Company’s estimated annual effective income tax rate without discrete items was 30.5%, higher than the US federal statutory rate of 21.0%, primarily due to higher rates on foreign earnings, US tax on foreign earnings, US state income taxes, and non-deductible employee costs.

Discrete tax benefits of $4.6 million and $13.5 million are included in the $11.6 million and $11.3 million income tax expense for the three and six months ended June 30, 2020, respectively, primarily attributable to the impairment of unrealizable assets and benefits from provisions under the Coronavirus Aid, Relief and Economic Security Act, which was enacted on March 27, 2020. The Company’s estimated annual effective income tax rate without discrete items was 32.1%, higher than the US federal statutory rate of 21.0%, primarily due to the impact of the higher tax rates in foreign jurisdictions, non-deductible expenses and US state income taxes.

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Earnings per share

6 Months Ended

Jun. 30, 2021

Earnings Per Share [Abstract]

Earnings per share

11. Earnings per share

The following table presents the basic and diluted earnings per share computations:

	Three months ended June 30,				Six months ended June 30,
(in millions, except per share data)	2021		2020		2021		2020
Numerator:
Net income	$	153.2	$	1.8	$	219.4	$	57.7
Denominator:
Weighted average common shares outstanding – basic	169.9		168.9		169.6		168.8
Effect of dilutive securities: stock compensation plans	1.0		0.7		0.8		0.8
Weighted average common shares outstanding – diluted	170.9		169.6		170.4		169.6
Basic:
Basic income per common share	$	0.90	$	0.01	$	1.29	$	0.34
Diluted:
Diluted income per common share	$	0.90	$	0.01	$	1.29	$	0.34

The shares that were not included in the computation of diluted earnings per share for those periods because their inclusion would be anti-dilutive were as follows:

	Three months ended June 30,		Six months ended June 30,
(in millions, common shares)	2021	2020	2021	2020
Stock options	1.3	4.7	2.7	4.4
Restricted stock	—	0.5	—	0.4
Warrants	—	7.6	—	7.6

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Accumulated other comprehensive loss

6 Months Ended

Jun. 30, 2021

Equity [Abstract]

Accumulated other comprehensive loss

12. Accumulated other comprehensive loss

The following tables present the changes in accumulated other comprehensive loss by component, net of tax:

(in millions)	Cash flow hedges		Defined benefit pension		Currency translation		Total AOCI
Balance, December 31, 2020	$	(32.7)	$	19.2	$	(373.6)	$	(387.1)
Other comprehensive income before reclassifications	10.2		—		20.8		31.0
Amounts reclassified from accumulated other comprehensive loss	(2.1)		(2.6)		—		(4.7)
Amounts reclassified related to dispositions (1)	—		—		18.1		18.1
Net current period other comprehensive income (loss)	$	8.1	$	(2.6)	$	38.9	$	44.4
Balance, June 30, 2021	$	(24.6)	$	16.6	$	(334.7)	$	(342.7)
Balance as of April 1, 2021	$	(26.1)	$	16.8	$	(372.8)	$	(382.1)
Other comprehensive (loss) income before reclassifications	(4.7)		—		20.0		15.3
Amounts reclassified from accumulated other comprehensive loss	6.2		(0.2)		—		6.0
Amounts reclassified related to dispositions (1)	—		—		18.1		18.1
Net current period other comprehensive income (loss)	$	1.5	$	(0.2)	$	38.1	$	39.4
Balance as of June 30, 2021	$	(24.6)	$	16.6	$	(334.7)	$	(342.7)
Balance, December 31, 2019	$	(15.4)	$	(1.0)	$	(362.9)	$	(379.3)
Other comprehensive loss before reclassifications	(22.2)		—		(74.4)		(96.6)
Amounts reclassified from accumulated other comprehensive loss	0.8		0.1		—		0.9
Net current period other comprehensive (loss) income	$	(21.4)	$	0.1	$	(74.4)	$	(95.7)
Balance, June 30, 2020	$	(36.8)	$	(0.9)	$	(437.3)	$	(475.0)
Balance as of April 1, 2020	$	(31.5)	$	(1.0)	$	(457.0)	$	(489.5)
Other comprehensive (loss) income before reclassifications	(11.1)		—		19.7		8.6
Amounts reclassified from accumulated other comprehensive loss	5.8		0.1		—		5.9
Net current period other comprehensive (loss) income	$	(5.3)	$	0.1	$	19.7	$	14.5
Balance as of June 30, 2020	$	(36.8)	$	(0.9)	$	(437.3)	$	(475.0)

(1)In conjunction with the sale of the Distrupol business, the Company released the associated cumulative foreign currency translation losses and reported such release as part of the net gain on sale of business. Refer to “Note 4: Dispositions” for more information.

The following is a summary of the amounts reclassified from accumulated other comprehensive loss to net income:

	Statement of Operations Classification	Three months ended June 30,				Six months ended June 30,
(in millions)		2021 (1)		2020 (1)		2021 (1)		2020 (1)
Amortization of defined benefit pension items:
Prior service (credit) cost (2)	Other income (expense), net	$	(0.2)	$	0.1	$	(3.1)	$	0.1
Tax (benefit) expense	Income tax expense	—		—		0.5		—
Net of tax		$	(0.2)	$	0.1	$	(2.6)	$	0.1
Cash flow hedges:
Interest rate swap contracts (2)	Interest expense	$	4.3	$	2.2	$	9.1	$	3.1
Cross-currency swap contracts (2)	Interest expense and other income (expense), net	4.0		6.1		(11.9)		(2.0)
Tax (benefit) expense	Income tax expense	(2.1)		(2.5)		0.7		(0.3)
Net of tax		$	6.2	$	5.8	$	(2.1)	$	0.8
Total reclassifications for the period, net of tax		$	6.0	$	5.9	$	(4.7)	$	0.9

(1)Amounts in parentheses indicate credits to net income in the condensed consolidated statement of operations.

(2)Refer to “Note 9: Employee benefit plans” and “Note 16: Derivatives” for more information.

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Debt

6 Months Ended

Jun. 30, 2021

Debt Disclosure [Abstract]

Debt

13. Debt

Short-term financing

Short-term financing consisted of the following:

(in millions)	June 30, 2021		December 31, 2020
Amounts drawn under credit facilities	$	8.4	$	—
Bank overdrafts	—		2.1
Total short-term financing	$	8.4	$	2.1

As of June 30, 2021 and December 31, 2020, the Company had $153.1 million and $196.0 million, respectively, in undrawn letters of credit.

Long-term debt

Long-term debt consisted of the following:

(in millions)	June 30, 2021		December 31, 2020
Senior Term Loan Facilities:
Term B-3 Loan due 2024, variable interest rate of 2.40% at December 31, 2020	$	—	$	1,264.1
Term B-5 Loan due 2026, variable interest rate of 2.10% and 2.15% at June 30, 2021 and December 31, 2020, respectively	394.0		396.0
Term B-6 Loan due 2028, variable interest rate of 2.09% at June 30, 2021	1,000.0		—
Asset Backed Loan (“ABL”) Facilities:
North American ABL Facility due 2024, variable interest rate of 1.59% and 1.71% at June 30, 2021 and December 31, 2020, respectively	291.0		265.5
Canadian ABL Term Loan due 2022, variable interest rate of 2.66% and 2.71% at June 30, 2021 and December 31, 2020, respectively	88.7		133.5
Senior Unsecured Notes:
Senior Unsecured Notes due 2027, fixed interest rate of 5.13% at June 30, 2021 and December 31, 2020	500.0		500.0
Finance lease obligations	94.2		101.6
Total long-term debt before discount	$	2,367.9	$	2,660.7
Less: unamortized debt issuance costs and discount on debt	(23.7)		(20.1)
Total long-term debt	$	2,344.2	$	2,640.6
Less: current maturities	(129.1)		(163.5)
Total long-term debt, excluding current maturities	$	2,215.1	$	2,477.1

The weighted average interest rate on long-term debt, including the effect of designated and undesignated derivative instruments (refer to “Note 16: Derivatives” for more information), was 3.53% and 3.73% as of June 30, 2021 and December 31, 2020, respectively.

Senior Term Loan Facilities

In the second quarter of 2021, to secure favorable market rates of interest and extend principal maturities, the Company entered into the Sixth Amendment (“Sixth Amendment”) to its Credit Agreement, dated July 1, 2015, which provided a new Term B-6 Loan facility in an aggregate principal amount of $1.0 billion that matures on June 3, 2028 (“Term B-6 Loan”). The proceeds from the new Term B-6 Loan and an incremental borrowing of $274.2 million under the Company's existing North American ABL facility were used to repay in full the outstanding Term B-3 Loan facility and satisfy related lending and refinancing fees.

The Term B-6 Loan is payable in quarterly installments of 0.25% of the aggregate initial principal amount beginning in September 2021. The interest rate applicable to the Term B-6 Loan is based on, at the borrower’s option, (i) a fluctuating rate of interest determined by reference to a base rate plus an applicable margin equal to 1.00% or (ii) a Eurocurrency rate plus an applicable margin equal to 2.00% (in each case with a 0.25% step down based on the achievement of a specific leverage level). The Company can voluntarily prepay the Term B-6 Loan in whole or part without penalty, except for a 1.00% premium applicable to prepayments made prior to the six-month anniversary of the Sixth Amendment in connection with certain defined events.

As a result of the issuance of the Term B-6 Loan and the Sixth Amendment, and the repayment of the Term B-3 Loan, the Company recognized a loss on extinguishment of debt of $2.0 million and debt refinancing costs of $6.9 million during the three months ended June 30, 2021. Refer to “Note 8: Other income (expense), net” for more information on debt refinancing costs.

On January 7, 2020, using the proceeds from the sale of the Environmental Sciences business, the Company repaid $174.0 million of the Term B-3 Loan due 2024. As a result of this prepayment, the Company recognized a loss on extinguishment of debt of $1.8 million during the three months ended March 31, 2020.

ABL Facilities

On February 26, 2021, using the proceeds from the sale of the Canadian Agriculture services business and existing cash, the Company repaid $47.1 million of debt outstanding under the Canadian ABL Term Loan. As a result of this prepayment, the Company recognized a loss on extinguishment of debt of $0.2 million during the three months ended March 31, 2021. The Canadian ABL Term Loan is payable in quarterly installments, beginning June 30, 2020, with a final maturity on February 28,

2022. However, as a result of optional prepayments made by the Company in 2019 and 2021, the loan is expected to be fully paid by December 31, 2021.

Other Information

	June 30, 2021				December 31, 2020
(in millions)	Carrying amount		Fair value		Carrying amount		Fair value
Fair value of debt	$	2,344.2	$	2,391.5	$	2,640.6	$	2,687.4

The fair values of debt were based on current market quotes for similar borrowings and credit risk adjusted for liquidity, margins and amortization, as necessary and are classified as Level 2 in the fair value hierarchy.

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Supplemental balance sheet information

6 Months Ended

Jun. 30, 2021

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Supplemental balance sheet information

14. Supplemental balance sheet information

Cash and cash equivalents

Certain of the Company’s subsidiaries participate in a multi-currency, notional cash pooling arrangement with a third-party bank provider in order to help manage global liquidity requirements (the “Notional Cash Pool”). Under the Notional Cash Pool, cash deposited by participating subsidiaries is pledged as security against the overdraft balances of other participating subsidiaries, providing legal rights of offset. As a result, the balances are presented on a net basis within cash and cash equivalents in the condensed consolidated balance sheets. As of June 30, 2021, the net cash position of the Notional Cash Pool was $11.2 million, which consisted of a gross cash balance of $201.1 million less a bank overdraft balance of $189.9 million. As of December 31, 2020, the net cash position of the Notional Cash Pool was $52.7 million, which consisted of a gross cash balance of $89.7 million less a bank overdraft balance of $37.0 million.

Allowance for doubtful accounts

The allowance for doubtful accounts reflects the Company’s current estimate of credit losses expected to be incurred over the life of the trade accounts receivable. Collectability of the trade accounts receivable balance is assessed on an ongoing basis and determined based on the delinquency of customer accounts, the financial condition of individual customers, past collections experience and future economic expectations. The change in the allowance for doubtful accounts is as follows:

(in millions)
Balance, January 1, 2021	$	17.2
Provision for credit losses	6.4
Write-offs	(4.3)
Balance, June 30, 2021	$	19.3

Property, plant and equipment, net

(in millions)	June 30, 2021		December 31, 2020
Property, plant and equipment, at cost	$	2,227.5	$	2,216.4
Less: accumulated depreciation	(1,199.1)		(1,150.7)
Property, plant and equipment, net	$	1,028.4	$	1,065.7

Goodwill

The following is a summary of the activity in goodwill by segment.

(in millions)	USA		EMEA		Canada		LATAM		Total
Balance, January 1, 2021	$	1,805.0	$	8.7	$	428.1	$	28.6	$	2,270.4
Purchase price adjustments	—		—		—		(0.7)		(0.7)
Dispositions	—		(1.1)		—		—		(1.1)
Foreign exchange	—		—		11.7		0.7		12.4
Balance, June 30, 2021	$	1,805.0	$	7.6	$	439.8	$	28.6	$	2,281.0

Intangible assets, net

	June 30, 2021						December 31, 2020
(in millions)	Gross		Accumulated Amortization		Net		Gross		Accumulated Amortization		Net
Customer relationships	$	938.3	$	(716.1)	$	222.2	$	936.9	$	(691.3)	$	245.6
Other	171.7		(166.4)		5.3		177.4		(171.1)		6.3
Total intangible assets	$	1,110.0	$	(882.5)	$	227.5	$	1,114.3	$	(862.4)	$	251.9

Other intangible assets consist of intellectual property (mostly trademarks and trade names), producer relationships and contracts, non-compete agreements and exclusive distribution rights.

The estimated annual amortization expense in each of the next five years is as follows:

(in millions)
2021	$	52.8
2022	45.0
2023	39.3
2024	32.3
2025	28.6

Other accrued expenses

As of June 30, 2021 and December 31, 2020, other accrued expenses that were greater than five percent of total current liabilities consisted of current tax liabilities of $89.6 million and $73.4 million, respectively, comprised primarily of VAT, income and local indirect taxes payable.

Impairment charges

The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate an asset’s carrying amount may not be recoverable. Testing asset groups for recoverability involves developing estimates of future cash flows directly associated with, and that are expected to arise as a direct result of, the use and eventual disposition of the assets. An impairment of a group of long-lived assets exists when the sum of the estimated undiscounted future cash flows expected to be generated directly by the asset group are less than the carrying value of the asset group. The impairment charge computation is based on the difference between carrying value and fair value of the asset group, as determined by discounted future cash flows. Significant estimates include forecasted Adjusted EBITDA, working capital, capital expenditures and discount rates. As the inputs for testing recoverability and determining fair value of the asset groups are largely based on management’s judgments and are not generally observable in active markets, the Company considers such inputs to be Level 3 measurements in the fair value hierarchy.

During the second quarter of 2021, the Company announced the closure of certain operating facilities in the USA and Canada segments. The closures resulted in impairment charges related to property, plant and equipment, net of $2.1 million within the condensed consolidated statement of operations during the three months ended June 30, 2021.

During the second quarter of 2020, the Company determined there was a more likely than not expectation that the industrial spill and emergency response businesses within the USA segment would be sold. The Company determined this to be a triggering event, requiring the assessment of the recoverability of these long-lived asset groups. The Company tested the recoverability and determined the assets to be impaired. As a result, the Company recorded a non-cash, pretax impairment charge of $15.5 million, consisting of $12.8 million of intangible assets, net and $2.7 million of property, plant and equipment, net within the condensed consolidated statement of operations during the three months ended June 30, 2020.

Additionally, the Company announced the closure of certain operating facilities in the USA segment during the second quarter of 2020. The closures resulted in impairment charges related to property, plant and equipment, net of $1.4 million within the condensed consolidated statement of operations during the three months ended June 30, 2020.

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Fair value measurements

6 Months Ended

Jun. 30, 2021

Fair Value Disclosures [Abstract]

Fair value measurements

15. Fair value measurements

The following is a reconciliation of the fair value measurements that use significant unobservable inputs (Level 3), which consists of the warrant liability related to the 2019 Nexeo acquisition and contingent consideration liabilities (i.e. earn-outs) related to the Techi Chem acquisition:

(in millions)	Warrant Liability		Contingent Consideration
Fair value at December 31, 2020	$	33.8	$	2.2
Fair value adjustments	(33.8)		—
Fair value at June 30, 2021	$	—	$	2.2

During the three months ended June 30, 2021, a portion of the outstanding warrants were exercised at a price of $27.80 resulting in the issuance of 973,717 shares of common stock and the receipt of approximately $27.1 million in cash proceeds. All remaining warrants expired unexercised on June 9, 2021 with the write-off of the fair value of such warrants recorded within other income (expense), net in the condensed consolidated statement of operations. As of June 30, 2021, the Company has no outstanding warrants.

The fair value of the contingent consideration is based on a real options approach, which takes into account management's best estimate of the acquired business performance, as well as achievement risk, and is recorded in other accrued expenses within the condensed consolidated balance sheets. Fair value adjustments for contingent consideration are recorded within other operating expenses, net in the condensed consolidated statement of operations. Changes in the fair value of contingent consideration are recorded in the other, net line item of the operating activities within the condensed consolidated statements of cash flows. Cash payments up to the amount of the original acquisition value are recorded within financing activities of the condensed consolidated statements of cash flows. The portion of contingent consideration cash payments in excess of the original acquisition value, if any, are recorded within operating activities of the condensed consolidated statements of cash flows.

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Derivatives

6 Months Ended

Jun. 30, 2021

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Derivatives

16. Derivatives

Foreign currency derivatives

The Company uses forward currency contracts to hedge earnings from the effects of foreign exchange relating to certain of the Company’s intercompany and third-party receivables and payables denominated in a foreign currency. These derivative instruments are not formally designated as cash flow hedges by the Company and the terms of these instruments range from one to three months.

Interest rate swap contracts

The objective of the Company's designated interest rate swap contracts is to offset the variability of cash flows in LIBOR indexed debt interest payments attributable to changes in the benchmark interest rate related to the Term B-6 Loan (previously the Term B-3 Loan) and a portion of debt outstanding under the North American ABL Facility.

On June 4, 2021, the Company executed two interest rate swap contracts, both effective June 30, 2023 to replace existing interest rate swap contracts with maturities occurring between June 2023 and June 2024. These interest rate swap contracts contain an initial aggregate notional value of $250.0 million from June 2023 to June 2024 that increase to an aggregate notional value of $500.0 million from June 2024 to May 2028.

On March 17, 2020, the Company executed $250.0 million of interest rate swap contracts effective June 30, 2020 to replace swaps with maturities on June 30, 2020.

Cross currency swap contracts

Cross currency swap contracts are used to effectively convert the Term B-5 Loan’s principal amount of floating rate US dollar denominated debt, including interest payments, to fixed-rate Euro denominated debt. The cross currency swap contracts mature in November 2024. As of June 30, 2021, approximately 95% of the cross currency swap contracts are designated as a cash flow hedge.

The Company uses undesignated interest rate swap contracts and cross currency swap contracts to manage interest rate variability and mitigate foreign exchange exposure.

Notional amounts and fair value of derivative instruments

The following table presents the notional amounts of the Company’s outstanding derivative instruments by type:

(in millions)	June 30, 2021		December 31, 2020
Designated Derivatives:
Interest rate swap contracts	$	900.0	$	1,050.0
Cross currency swap contracts	381.0		381.0
Undesignated Derivatives:
Interest rate swap contracts	$	100.0	$	200.0
Foreign currency derivatives	129.6		77.2
Cross currency swap contracts	19.0		19.0

The following are the pre-tax effects of derivative instruments on the condensed consolidated statements of operations and comprehensive income for the three and six months ended June 30, 2021 and 2020:

	Statement of Operations Classification	Amount of (loss) gain reclassified from other comprehensive loss into income								Amount of (loss) gain to be reclassified to consolidated statement of operations within the next 12 months
		Three months ended June 30,				Six months ended June 30,
(in millions)		2021		2020		2021		2020
Derivatives in cash flow hedging relationships:
Interest rate swap contracts	Interest expense	$	(4.3)	$	(2.2)	$	(9.1)	$	(3.1)	$	(14.0)
Cross currency swap contracts	Interest expense	0.3		0.8		0.6		2.7		1.3
Cross currency swap contracts	Other income (expense), net	(4.3)		(6.9)		11.3		(0.7)		—

Refer to “Note 8: Other income (expense), net” for the gains and losses related to derivatives not designated as hedging instruments.

The following table presents the Company’s gross assets and liabilities measured on a recurring basis and classified as Level 2 within the fair value hierarchy:

	Derivative Assets					Derivative Liabilities
(in millions)	Balance Sheet Classification	June 30, 2021		December 31, 2020		Balance Sheet Classification	June 30, 2021		December 31, 2020
Designated Derivatives:
Cross currency swap contracts	Prepaid expenses and other current assets	$	1.3	$	1.0	Other long-term liabilities	$	32.5	$	47.4
Interest rate swap contracts	Prepaid expenses and other current assets	—		—		Other accrued expenses	14.0		17.9
Interest rate swap contracts	Other assets	—		—		Other long-term liabilities	16.4		20.7
Total designated derivatives		$	1.3	$	1.0		$	62.9	$	86.0
Undesignated Derivatives:
Foreign currency contracts	Prepaid expenses and other current assets	$	0.4	$	0.2	Other accrued expenses	$	0.3	$	0.4
Cross currency swap contracts	Prepaid expenses and other current assets	0.1		0.1		Other long-term liabilities	1.6		2.4
Interest rate swap contracts	Prepaid expenses and other current assets	—		—		Other accrued expenses	2.1		2.6
Interest rate swap contracts	Other assets	—		—		Other long-term liabilities	2.7		4.0
Total undesignated derivatives		$	0.5	$	0.3		$	6.7	$	9.4
Total derivatives		$	1.8	$	1.3		$	69.6	$	95.4

The net amounts by legal entity related to forward currency contracts included in prepaid and other current assets were $0.4 million and $0.1 million as of June 30, 2021 and December 31, 2020, respectively. The net amounts related to forward currency contracts included in other accrued expenses were $0.3 million and $0.3 million as of June 30, 2021 and December 31, 2020, respectively.

The fair value of forward currency contracts is calculated by reference to current forward exchange rates for contracts with similar maturity profiles. The fair value of swaps is determined by estimating the net present value of amounts to be paid under the agreement offset by the net present value of the expected cash inflows based on market rates and associated yield curves. Based on these valuation methodologies, these derivative contracts are classified as Level 2 in the fair value hierarchy.

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Commitments and contingencies

6 Months Ended

Jun. 30, 2021

Commitments and Contingencies Disclosure [Abstract]

Commitments and contingencies

17. Commitments and contingencies

Litigation

In the ordinary course of business, the Company is subject to pending or threatened claims, lawsuits, regulatory matters and administrative proceedings from time to time. Where appropriate the Company has recorded provisions in the consolidated financial statements for these matters. The liabilities for injuries to persons or property are in some instances covered by liability insurance, subject to various deductibles and self-insured retentions.

The Company is not aware of any claims, lawsuits, regulatory matters or administrative proceedings, pending or threatened, that are likely to have a material effect on its overall financial position, results of operations, or cash flows. However, the Company cannot predict the outcome of any present or future claims or litigation or the potential for future claims or litigation and adverse developments could negatively impact earnings or cash flows in a particular future period.

The Company is subject to liabilities from claims alleging personal injury from exposure to asbestos. The claims result primarily from an indemnification obligation related to Univar Solutions USA Inc.’s (“Univar”) 1986 purchase of McKesson Chemical Company from McKesson Corporation (“McKesson”). Once certain conditions have been met, Univar will have the ability to pursue insurance coverage, if any, that may be available under McKesson's historical insurance coverage to offset the impact of any fees, settlements, or judgments that Univar is obligated to pay because of its obligation to defend and indemnify McKesson. As of June 30, 2021, there were approximately 227 asbestos-related cases for which Univar has the obligation to defend and indemnify; however, this number tends to fluctuate up and down over time. Historically, the vast majority of these asbestos cases have been dismissed without payment or with a nominal payment. While the Company is unable to predict the outcome of these matters, it does not believe, based upon currently available facts, that the ultimate resolution of any of these matters will have a material effect on its overall financial position, results of operations, or cash flows.

Unclaimed Property Audit

The Company and its subsidiaries are the subject of an unclaimed property audit request issued by the State of Delaware. The State of Delaware retained a contingent-fee private audit firm to conduct the audit. In October 2018, the State of Delaware issued a subpoena to the Company requesting a broad swath of records and information purportedly necessary to perform the audit (the “Subpoena”). After receiving the Subpoena, the Company objected and also initiated a lawsuit in the Federal District Court for the District of Delaware challenging the constitutionality of the Subpoena and other provisions of Delaware’s escheats law, which case is ongoing (the “Lawsuit”). In response to the Lawsuit, the State of Delaware filed a competing enforcement action in the Delaware Court of Chancery in order to compel the Company to comply with the Subpoena. The Lawsuit has been stayed pending the resolution of the enforcement action. In October 2020, the Delaware Court of Chancery deemed the Subpoena enforceable, subject to some limitations, but stayed enforcement of the Subpoena until the Company’s claims in the Lawsuit are resolved by the District Court. The Company intends to vigorously defend itself and believes it has strong defenses. The timing and outcome of these proceedings or any unclaimed property audits that may be subsequently conducted as a result of the outcome of the proceedings cannot be predicted with certainty at this time.

Environmental

The Company is subject to various federal, state and local environmental laws and regulations that require environmental assessment or remediation efforts (collectively “environmental remediation work”) and from time to time becomes aware of compliance matters regarding possible or alleged violations of these laws or regulations. For example, over the years, the Company has been identified as a “potentially responsible party” (“PRP”) under the Comprehensive Environmental Response, Compensation and Liability Act and/or similar state laws that impose liability for costs relating to environmental remediation work at various sites. As a PRP, the Company may be required to pay a share of the costs of investigation and cleanup of certain sites. The Company is currently engaged in environmental remediation work at approximately 126 locations, some that are now or were previously Company-owned/occupied and some that were never Company-owned/occupied (“non-owned sites”).

The Company’s environmental remediation work at some sites is being conducted pursuant to governmental proceedings or investigations. At other sites, the Company, with appropriate state or federal agency oversight and approval, is conducting

the environmental remediation work voluntarily. The Company is currently undergoing remediation efforts or is in the process of active review of the need for potential remediation efforts at approximately 106 current or formerly Company-owned/occupied sites. In addition, the Company may be liable as a PRP for a share of the clean-up of approximately 20 non-owned sites. These non-owned sites are typically (a) locations of independent waste disposal or recycling operations with alleged or confirmed contaminated soil and/or groundwater to which the Company may have shipped waste products or drums for re-conditioning, or (b) contaminated non-owned sites near historical sites owned or operated by the Company or its predecessors from which contamination is alleged to have arisen.

In determining the appropriate level of environmental reserves, the Company considers several factors such as information obtained from investigatory studies; changes in the scope of remediation; the interpretation, application and enforcement of laws and regulations; changes in the costs of remediation programs; the development of alternative cleanup technologies and methods; and the relative level of the Company’s involvement at various sites for which the Company is allegedly associated. The level of annual expenditures for remedial, monitoring and investigatory activities will change in the future as major components of planned remediation activities are completed and the scope, timing and costs of existing activities are changed. Project lives, and therefore cash flows, range from 2 to 30 years, depending on the specific site and type of remediation project.

Although the Company believes that its reserves are adequate for environmental contingencies, it is possible, due to the uncertainties noted above, that additional reserves could be required in the future that could have a material effect on the overall financial position, results of operations, or cash flows in a particular period.

Changes in total environmental liabilities are as follows:

(in millions)
Environmental liabilities at December 31, 2020	$	79.6
Revised obligation estimates	7.4
Environmental payments	(7.5)
Foreign exchange	(0.1)
Environmental liabilities at June 30, 2021	$	79.4

(in millions)	Balance Sheet Classification	June 30, 2021		December 31, 2020
Current environmental liabilities	Other accrued expenses	$	24.4	$	26.5
Long-term environmental liabilities	Other long-term liabilities	55.0		53.1

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Leasing

6 Months Ended

Jun. 30, 2021

Leases [Abstract]

Leasing

18. Leasing

The Company leases certain warehouses and distribution centers, office space, transportation equipment and other machinery and equipment.

(in millions)	Balance Sheet Classification	June 30, 2021		December 31, 2020
Assets
Operating lease assets	Other assets	$	154.8	$	161.0
Finance lease assets	Property, plant and equipment, net (1)	93.2		100.3
Total lease assets		$	248.0	$	261.3
Liabilities
Current liabilities:
Current portion of operating lease liabilities	Other accrued expenses	$	45.2	$	44.9
Current portion of finance lease liabilities	Current portion of long-term debt	26.4		26.0
Noncurrent liabilities:
Operating lease liabilities	Other long-term liabilities	118.2		125.3
Finance lease liabilities	Long-term debt	67.8		75.6
Total lease liabilities		$	257.6	$	271.8

(1)Finance lease right-of-use assets are recorded net of accumulated amortization of $66.3 million and $61.2 million as of June 30, 2021 and December 31, 2020, respectively.

Lease cost

(in millions)	Three months ended June 30, 2021						Three months ended June 30, 2020
Statement of Operations Classification	Operating Leases		Finance Leases		Total		Operating Leases		Finance Leases		Total
Cost of goods sold (exclusive of depreciation)	$	6.3	$	—	$	6.3	$	4.4	$	—	$	4.4
Outbound freight and handling	2.6		—		2.6		1.4		—		1.4
Warehousing, selling and administrative	7.3		—		7.3		8.2		—		8.2
Depreciation	—		7.0		7.0		—		5.9		5.9
Interest expense	—		0.9		0.9		—		1.0		1.0
Total gross lease component cost	$	16.2	$	7.9	$	24.1	$	14.0	$	6.9	$	20.9
Variable lease costs					0.6						0.2
Short-term lease costs					1.6						6.4
Total gross lease costs					$	26.3					$	27.5
Sublease income					0.5						0.6
Total net lease cost					$	25.8					$	26.9

(in millions)	Six months ended June 30, 2021						Six months ended June 30, 2020
Statement of Operations Classification	Operating Leases		Finance Leases		Total		Operating Leases		Finance Leases		Total
Cost of goods sold (exclusive of depreciation)	$	11.1	$	—	$	11.1	$	8.7	$	—	$	8.7
Outbound freight and handling	3.8		—		3.8		2.7		—		2.7
Warehousing, selling and administrative	14.6		—		14.6		16.3		—		16.3
Depreciation	—		13.4		13.4		—		12.1		12.1
Interest expense	—		1.9		1.9		—		1.7		1.7
Total gross lease component cost	$	29.5	$	15.3	$	44.8	$	27.7	$	13.8	$	41.5
Variable lease costs					0.9						0.4
Short-term lease costs					3.3						13.9
Total gross lease costs					$	49.0					$	55.8
Sublease income					1.1						1.2
Total net lease cost					$	47.9					$	54.6

Maturity of lease liabilities

(in millions)	Operating Leases		Finance Leases		Total
Remainder of 2021	$	26.6	$	14.9	$	41.5
2022	43.6		26.9		70.5
2023	31.9		17.9		49.8
2024	21.0		14.3		35.3
2025	13.2		12.4		25.6
2026 and After	49.4		15.9		65.3
Total lease payments	$	185.7	$	102.3	$	288.0
Less: Interest	22.3		8.1
Present value of lease liabilities	$	163.4	$	94.2

Lease term and discount rate

	June 30, 2021		December 31, 2020
Weighted-average remaining lease term (years)
Operating leases	5.9		6.0
Finance leases	6.0		6.3
Weighted-average discount rate
Operating leases	4.42	%	4.68	%
Finance leases	3.73	%	3.83	%

Other information

	Six months ended June 30,
(in millions)	2021		2020
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows from operating leases	$	28.1	$	27.3
Operating cash flows from finance leases	1.9		1.6
Financing cash flows from finance leases	13.6		12.1

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Segments

6 Months Ended

Jun. 30, 2021

Segment Reporting [Abstract]

Segments

19. Segments

Management monitors the operating results of its reportable segments separately for the purpose of making decisions about resource allocation and performance assessment. Management evaluates performance on the basis of Adjusted EBITDA. Adjusted EBITDA is defined as consolidated net income, plus the sum of: interest expense, net of interest income; income tax expense; depreciation; amortization; impairment charges; (gain) loss on sale of business; loss on extinguishment of debt; other operating expenses, net (see “Note 6: Other operating expenses, net”); and other income (expense), net (see “Note 8: Other income (expense), net”). For 2020, Adjusted EBITDA also includes an adjustment to remove a Brazil VAT charge.

Transfer prices between reportable segments are set on an arms-length basis in a similar manner to transactions with third parties. Corporate operating expenses that directly benefit segments have been allocated to the reportable segments. Allocable operating expenses are identified through a review process by management. The allocable operating expenses are assigned to the reportable segments on a basis that reasonably approximates the use of services, which is generally measured based on a weighted distribution of margin, asset, headcount or time spent.

Financial information for the Company’s reportable segments is as follows:

	USA		EMEA		Canada		LATAM		Other/Eliminations (1)		Consolidated
(in millions)	Three months ended June 30, 2021
External customers	$	1,500.2	$	504.0	$	238.6	$	151.3	$	—	$	2,394.1
Inter-segment	19.5		1.9		1.3		—		(22.7)		—
Total net sales	$	1,519.7	$	505.9	$	239.9	$	151.3	$	(22.7)	$	2,394.1
Adjusted EBITDA	$	125.6	$	47.8	$	25.0	$	13.3	$	(14.2)	$	197.5
Long-lived assets (2)	$	789.7	$	192.1	$	142.8	$	37.1	$	21.5	$	1,183.2

	USA		EMEA		Canada		LATAM		Other/Eliminations (1)		Consolidated
(in millions)	Three months ended June 30, 2020
External customers	$	1,169.4	$	409.6	$	331.5	$	98.7	$	—	$	2,009.2
Inter-segment	23.0		0.9		0.7		—		(24.6)		—
Total net sales	$	1,192.4	$	410.5	$	332.2	$	98.7	$	(24.6)	$	2,009.2
Adjusted EBITDA	$	95.2	$	39.7	$	25.2	$	11.0	$	(7.9)	$	163.2
Long-lived assets (2)	$	824.8	$	176.4	$	185.8	$	28.9	$	40.3	$	1,256.2

	USA		EMEA		Canada		LATAM		Other/Eliminations (1)		Consolidated
(in millions)	Six months ended June 30, 2021
External customers	$	2,793.2	$	1,009.9	$	461.3	$	285.1	$	—	$	4,549.5
Inter-segment	36.9		2.7		2.0		—		(41.6)		—
Total net sales	$	2,830.1	$	1,012.6	$	463.3	$	285.1	$	(41.6)	$	4,549.5
Adjusted EBITDA	$	227.4	$	98.4	$	51.3	$	28.9	$	(26.3)	$	379.7
Long-lived assets (2)	$	789.7	$	192.1	$	142.8	$	37.1	$	21.5	$	1,183.2

	USA		EMEA		Canada		LATAM		Other/Eliminations (1)		Consolidated
(in millions)	Six months ended June 30, 2020
External customers	$	2,526.9	$	869.9	$	617.3	$	206.3	$	—	$	4,220.4
Inter-segment	48.7		1.7		1.5		—		(51.9)		—
Total net sales	$	2,575.6	$	871.6	$	618.8	$	206.3	$	(51.9)	$	4,220.4
Adjusted EBITDA	$	191.8	$	80.0	$	52.5	$	19.3	$	(18.8)	$	324.8
Long-lived assets (2)	$	824.8	$	176.4	$	185.8	$	28.9	$	40.3	$	1,256.2

(1)Other/Eliminations represents the elimination of intersegment transactions, as well as, unallocated corporate costs consisting of costs specifically related to parent company operations that do not directly benefit segments, either individually or collectively.

(2)Long-lived assets consist of property, plant and equipment, net and operating lease assets.

The following is a reconciliation of net income to Adjusted EBITDA for the three and six months ended June 30, 2021 and 2020:

	Three months ended June 30,				Six months ended June 30,
(in millions)	2021		2020		2021		2020
Net income	$	153.2	$	1.8	$	219.4	$	57.7
Depreciation	37.3		40.4		81.1		82.1
Amortization	13.2		14.8		26.3		30.6
Interest expense, net	25.7		29.9		52.3		58.0
Income tax expense	27.0		11.6		44.6		11.3
Other operating expenses, net (1)	29.9		24.8		74.1		55.2
Other (income) expense, net (1)	(5.3)		22.7		(34.2)		2.3
Impairment charges	2.1		16.9		2.1		16.9
(Gain) loss on sale of business	(87.6)		—		(88.2)		8.6
Loss on extinguishment of debt	2.0		—		2.2		1.8
Brazil VAT charge	—		0.3		—		0.3
Adjusted EBITDA	$	197.5	$	163.2	$	379.7	$	324.8

(1)For the three and six months ended June 30, 2020, the fair value adjustment for warrants was reclassified to other (income) expense, net, from other operating expenses, net, to conform to the current year presentation. Refer to “Note 2: Significant accounting policies” for more information.

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Significant accounting policies (Policies)

6 Months Ended

Jun. 30, 2021

Accounting Policies [Abstract]

Basis of presentation

Basis of presentation

The condensed consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) as applicable to interim financial reporting. These condensed consolidated financial statements, in the Company’s opinion, include all adjustments consisting of normal recurring accruals necessary for a fair presentation of the condensed consolidated balance sheets, statements of operations, comprehensive income, cash flows and changes in stockholders’ equity. The results of operations for the periods presented are not necessarily indicative of the operating results that may be expected for the full year. The accompanying condensed consolidated financial statements of Univar Solutions includes the combined results of all directly and indirectly controlled companies, which have been adjusted to account for the elimination of intercompany balances and transactions.

The preparation of condensed consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the amounts reported and disclosed in the financial statements and accompanying notes. Actual results could differ materially from these estimates. These condensed consolidated financial statements and related footnotes are unaudited and should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2020.

Beginning with the first quarter of 2021, the Company recorded the change in the fair value of the warrants in other income (expense), net to properly reflect the non-operating nature of the warrant liability. The Company reclassified the change in the fair value of the warrants in its condensed consolidated statement of operations for the three and six months ended June 30, 2020 from other operating expenses, net to other income (expense), net to conform to the current period presentation. In addition, on our condensed consolidated statement of cash flows for the six months ended June 30, 2020, the change in the fair value is now presented separately as fair value adjustments for warrants, which was previously included in other, net, to conform to the current year presentation.

Recently adopted accounting pronouncements and Accounting pronouncements issued and not yet adopted

Recently adopted accounting pronouncements

In January 2021, the Company adopted ASU 2019-12 “Income Taxes” (Topic 740) – “Simplifying the Accounting for Income Taxes,” which clarifies and simplifies the accounting for income taxes by eliminating certain exceptions for intra-period tax allocation principles, updating the methodology for calculating income tax rates in an interim period and aligning the recognition of deferred taxes for outside basis differences in an investment, among other updates. The adoption did not have a material impact to the Company’s financial statements and disclosures.

Accounting pronouncements issued and not yet adopted

In March 2020, the FASB issued ASU 2020-04 “Reference Rate Reform” (Topic 848) – “Facilitation of the Effects of Reference Rate Reform on Financial Reporting,” which provides optional expedients and exceptions for applying US GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform from currently referenced rates, such as LIBOR, to alternative rates. In January 2021, the FASB issued ASU 2021-01 “Reference Rate Reform” (Topic 848) that clarifies the scope of ASU 2020-04. The ASU’s were effective beginning March 12, 2020 and the Company may elect to apply the amendments prospectively through December 31, 2022. The Company is currently determining the impacts of the guidance on our consolidated financial statements.

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Dispositions (Tables)

6 Months Ended

Jun. 30, 2021

Discontinued Operations and Disposal Groups [Abstract]

Income before income taxes attributable disposed of business

The following summarizes the income before income taxes attributable to this business:

	Three months ended June 30, 2020		Six months ended June 30,
(in millions)			2021		2020
Income before income taxes	$	2.9	$	3.9	$	5.2

The following summarizes the income before income taxes attributable to this business:

(in millions)	Three months ended June 30, 2020		Six months ended June 30, 2020
Income before income taxes	$	1.1	$	3.1

The following summarizes the loss before income taxes attributable to these businesses:

(in millions)	Three months ended June 30, 2020		Six months ended June 30, 2020
Loss before income taxes	$	(19.5)	$	(26.1)

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Revenue (Tables)

6 Months Ended

Jun. 30, 2021

Revenue from Contract with Customer [Abstract]

Schedule of disaggregation of revenue

The following tables disaggregate external customer net sales by major stream:

	USA		EMEA		Canada		LATAM		Consolidated
(in millions)	Three months ended June 30, 2021
Chemical Distribution	$	1,428.7	$	504.0	$	233.9	$	148.8	$	2,315.4
Services	71.5		—		4.7		2.5		78.7
Total external customer net sales	$	1,500.2	$	504.0	$	238.6	$	151.3	$	2,394.1
	USA		EMEA		Canada		LATAM		Consolidated
(in millions)	Three months ended June 30, 2020
Chemical Distribution	$	1,097.1	$	409.3	$	172.0	$	96.8	$	1,775.2
Crop Sciences	—		—		147.4		—		147.4
Services	72.3		0.3		12.1		1.9		86.6
Total external customer net sales	$	1,169.4	$	409.6	$	331.5	$	98.7	$	2,009.2

	USA		EMEA		Canada		LATAM		Consolidated
(in millions)	Six months ended June 30, 2021
Chemical Distribution	$	2,650.9	$	1,009.7	$	452.6	$	280.8	$	4,394.0
Services	142.3		0.2		8.7		4.3		155.5
Total external customer net sales	$	2,793.2	$	1,009.9	$	461.3	$	285.1	$	4,549.5
	USA		EMEA		Canada		LATAM		Consolidated
(in millions)	Six months ended June 30, 2020
Chemical Distribution	$	2,367.6	$	869.2	$	380.3	$	202.1	$	3,819.2
Crop Sciences	—		—		211.8		—		211.8
Services	159.3		0.7		25.2		4.2		189.4
Total external customer net sales	$	2,526.9	$	869.9	$	617.3	$	206.3	$	4,220.4

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Other operating expenses, net (Tables)

6 Months Ended

Jun. 30, 2021

Other Income and Expenses [Abstract]

Schedule of other operating expenses

Other operating expenses, net consisted of the following:

	Three months ended June 30,				Six months ended June 30,
(in millions)	2021		2020		2021		2020
Acquisition and integration related expenses	$	16.4	$	14.3	$	32.8	$	31.8
Stock-based compensation expense	3.3		2.6		9.2		8.3
Restructuring (credits) charges (1)	(0.1)		6.3		0.1		8.8
Other employee severance costs	2.0		2.8		4.9		8.3
Other facility closure costs	0.5		0.1		0.5		2.0
Multi-employer pension plan exit liability (2)	12.8		—		31.2		—
Gain on sale of property, plant and equipment	(2.0)		(2.2)		(3.1)		(7.5)
Other	(3.0)		0.9		(1.5)		3.5
Total other operating expenses, net (3)	$	29.9	$	24.8	$	74.1	$	55.2

(1)Refer to “Note 7: Restructuring charges” for more information.

(2)Refer to “Note 9: Employee benefit plans” for more information.

(3)For the three and six months ended June 30, 2020, the fair value adjustment for warrants was reclassified to other income (expense), net, from other operating expenses, net, to conform to the current year presentation. Refer to “Note 2: Significant accounting policies” for more information.

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Restructuring charges (Tables)

6 Months Ended

Jun. 30, 2021

Restructuring and Related Activities [Abstract]

Restructuring and related costs

As a result of this plan, we recorded the following charges:

(in millions)	Three months ended June 30, 2021		Six months ended June 30, 2021		Cumulative costs		Anticipated total costs
Canada:
Employee termination costs	$	(0.1)	$	0.1	$	1.8	$	1.8
Other exit costs	—		—		2.2		2.2
Total	$	(0.1)	$	0.1	$	4.0	$	4.0

Schedule of restructuring reserve

The following table summarizes activity related to accrued liabilities associated with restructuring:

(in millions)	January 1, 2021		Charge to earnings		Cash paid		Non-cash and other		June 30, 2021
Employee termination costs	$	3.2	$	0.1	$	(3.6)	$	1.2	$	0.9
Facility exit costs	1.4		—		—		(1.3)		0.1
Other exit costs	2.5		—		(1.5)		—		1.0
Total	$	7.1	$	0.1	$	(5.1)	$	(0.1)	$	2.0

(in millions)	January 1, 2020		Charge to earnings		Cash paid		Non-cash and other		December 31, 2020
Employee termination costs	$	3.7	$	11.7	$	(12.4)	$	0.2	$	3.2
Facility exit costs	1.9		—		(0.5)		—		1.4
Other exit costs	0.2		2.2		—		0.1		2.5
Total	$	5.8	$	13.9	$	(12.9)	$	0.3	$	7.1

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Other Income (expense), net (Tables)

6 Months Ended

Jun. 30, 2021

Other Income and Expenses [Abstract]

Schedule of other expense, net

Other income (expense), net consisted of the following:

	Three months ended June 30,				Six months ended June 30,
(in millions)	2021		2020		2021		2020
Foreign currency transactions	$	(3.5)	$	(5.6)	$	(5.3)	$	(6.4)
Foreign currency denominated loans revaluation	—		(0.4)		(0.1)		(0.2)
Undesignated foreign currency derivative instruments(1)	(0.1)		2.1		(1.8)		0.1
Undesignated interest rate and cross currency swap contracts (1)	(0.3)		(1.2)		1.0		(6.0)
Non-operating retirement benefits (2)	4.0		2.1		10.7		4.3
Debt refinancing costs (3)	(6.9)		—		(6.9)		(0.1)
Fair value adjustment for warrants (4)	8.2		(18.8)		33.8		7.5
Other	3.9		(0.9)		2.8		(1.5)
Total other income (expense), net	$	5.3	$	(22.7)	$	34.2	$	(2.3)

(1)Refer to “Note 16: Derivatives” for more information.

(2)Refer to “Note 9: Employee benefit plans” for more information.

(3)Refer to “Note 13: Debt” for more information.

(4)For the three and six months ended June 30, 2020, the fair value adjustment for warrants was reclassified to other income (expense), net, from other operating expenses, net, to conform to the current year presentation. Refer to “Note 2: Significant accounting policies” for more information.

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Employee benefit plans (Tables)

6 Months Ended

Jun. 30, 2021

Postemployment Benefits [Abstract]

Summary of net periodic benefit income

The following table summarizes the components of net periodic benefit income recognized in the condensed consolidated statements of operations:

	Domestic - Defined Benefit Pension Plans								Foreign - Defined Benefit Pension Plans
	Three months ended June 30,				Six months ended June 30,				Three months ended June 30,				Six months ended June 30,
(in millions)	2021		2020		2021		2020		2021		2020		2021		2020
Service cost (1)	$	—	$	—	$	—	$	—	$	0.4	$	0.4	$	0.9	$	0.9
Interest cost (2)	4.8		5.8		9.6		11.6		2.5		3.0		5.0		6.1
Expected return on plan assets (2)	(7.3)		(7.2)		(14.6)		(14.3)		(3.8)		(3.8)		(7.6)		(7.8)
Prior service (credit) cost (2)	—		—		—		—		(0.2)		0.1		(3.1)		0.1
Net periodic benefit income	$	(2.5)	$	(1.4)	$	(5.0)	$	(2.7)	$	(1.1)	$	(0.3)	$	(4.8)	$	(0.7)

(1)Service cost is included in warehouse, selling and administrative expenses.

(2)These amounts are included in other income (expense), net, and represent non-operating retirement benefits.

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Income Taxes (Tables)

6 Months Ended

Jun. 30, 2021

Income Tax Disclosure [Abstract]

Schedule of effective income tax expense (benefit) and effective income tax rate

The income tax expense and effective income tax rate for the three and six months ended June 30, 2021 and 2020 were as follows:

	Three months ended June 30,						Six months ended June 30,
(dollars in millions)	2021			2020			2021			2020
Income tax expense	$	27.0		$	11.6		$	44.6		$	11.3
Effective income tax rate	15.0		%	86.6		%	16.9		%	16.4		%

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Earnings per share (Tables)

6 Months Ended

Jun. 30, 2021

Earnings Per Share [Abstract]

Summary of computations of basic and diluted earnings per share

The following table presents the basic and diluted earnings per share computations:

	Three months ended June 30,				Six months ended June 30,
(in millions, except per share data)	2021		2020		2021		2020
Numerator:
Net income	$	153.2	$	1.8	$	219.4	$	57.7
Denominator:
Weighted average common shares outstanding – basic	169.9		168.9		169.6		168.8
Effect of dilutive securities: stock compensation plans	1.0		0.7		0.8		0.8
Weighted average common shares outstanding – diluted	170.9		169.6		170.4		169.6
Basic:
Basic income per common share	$	0.90	$	0.01	$	1.29	$	0.34
Diluted:
Diluted income per common share	$	0.90	$	0.01	$	1.29	$	0.34

The shares that were not included in the computation of diluted earnings per share for those periods because their inclusion would be anti-dilutive were as follows:

	Three months ended June 30,		Six months ended June 30,
(in millions, common shares)	2021	2020	2021	2020
Stock options	1.3	4.7	2.7	4.4
Restricted stock	—	0.5	—	0.4
Warrants	—	7.6	—	7.6

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Accumulated other comprehensive loss (Tables)

6 Months Ended

Jun. 30, 2021

Equity [Abstract]

Changes in accumulated other comprehensive loss by component, net of tax

The following tables present the changes in accumulated other comprehensive loss by component, net of tax:

(in millions)	Cash flow hedges		Defined benefit pension		Currency translation		Total AOCI
Balance, December 31, 2020	$	(32.7)	$	19.2	$	(373.6)	$	(387.1)
Other comprehensive income before reclassifications	10.2		—		20.8		31.0
Amounts reclassified from accumulated other comprehensive loss	(2.1)		(2.6)		—		(4.7)
Amounts reclassified related to dispositions (1)	—		—		18.1		18.1
Net current period other comprehensive income (loss)	$	8.1	$	(2.6)	$	38.9	$	44.4
Balance, June 30, 2021	$	(24.6)	$	16.6	$	(334.7)	$	(342.7)
Balance as of April 1, 2021	$	(26.1)	$	16.8	$	(372.8)	$	(382.1)
Other comprehensive (loss) income before reclassifications	(4.7)		—		20.0		15.3
Amounts reclassified from accumulated other comprehensive loss	6.2		(0.2)		—		6.0
Amounts reclassified related to dispositions (1)	—		—		18.1		18.1
Net current period other comprehensive income (loss)	$	1.5	$	(0.2)	$	38.1	$	39.4
Balance as of June 30, 2021	$	(24.6)	$	16.6	$	(334.7)	$	(342.7)
Balance, December 31, 2019	$	(15.4)	$	(1.0)	$	(362.9)	$	(379.3)
Other comprehensive loss before reclassifications	(22.2)		—		(74.4)		(96.6)
Amounts reclassified from accumulated other comprehensive loss	0.8		0.1		—		0.9
Net current period other comprehensive (loss) income	$	(21.4)	$	0.1	$	(74.4)	$	(95.7)
Balance, June 30, 2020	$	(36.8)	$	(0.9)	$	(437.3)	$	(475.0)
Balance as of April 1, 2020	$	(31.5)	$	(1.0)	$	(457.0)	$	(489.5)
Other comprehensive (loss) income before reclassifications	(11.1)		—		19.7		8.6
Amounts reclassified from accumulated other comprehensive loss	5.8		0.1		—		5.9
Net current period other comprehensive (loss) income	$	(5.3)	$	0.1	$	19.7	$	14.5
Balance as of June 30, 2020	$	(36.8)	$	(0.9)	$	(437.3)	$	(475.0)

(1)In conjunction with the sale of the Distrupol business, the Company released the associated cumulative foreign currency translation losses and reported such release as part of the net gain on sale of business. Refer to “Note 4: Dispositions” for more information.

Summary of amounts reclassified from accumulated other comprehensive loss to net income

The following is a summary of the amounts reclassified from accumulated other comprehensive loss to net income:

	Statement of Operations Classification	Three months ended June 30,				Six months ended June 30,
(in millions)		2021 (1)		2020 (1)		2021 (1)		2020 (1)
Amortization of defined benefit pension items:
Prior service (credit) cost (2)	Other income (expense), net	$	(0.2)	$	0.1	$	(3.1)	$	0.1
Tax (benefit) expense	Income tax expense	—		—		0.5		—
Net of tax		$	(0.2)	$	0.1	$	(2.6)	$	0.1
Cash flow hedges:
Interest rate swap contracts (2)	Interest expense	$	4.3	$	2.2	$	9.1	$	3.1
Cross-currency swap contracts (2)	Interest expense and other income (expense), net	4.0		6.1		(11.9)		(2.0)
Tax (benefit) expense	Income tax expense	(2.1)		(2.5)		0.7		(0.3)
Net of tax		$	6.2	$	5.8	$	(2.1)	$	0.8
Total reclassifications for the period, net of tax		$	6.0	$	5.9	$	(4.7)	$	0.9

(1)Amounts in parentheses indicate credits to net income in the condensed consolidated statement of operations.

(2)Refer to “Note 9: Employee benefit plans” and “Note 16: Derivatives” for more information.

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Debt (Tables)

6 Months Ended

Jun. 30, 2021

Debt Disclosure [Abstract]

Summary of short term financing

Short-term financing consisted of the following:

(in millions)	June 30, 2021		December 31, 2020
Amounts drawn under credit facilities	$	8.4	$	—
Bank overdrafts	—		2.1
Total short-term financing	$	8.4	$	2.1

Schedule of long term debt

Long-term debt consisted of the following:

(in millions)	June 30, 2021		December 31, 2020
Senior Term Loan Facilities:
Term B-3 Loan due 2024, variable interest rate of 2.40% at December 31, 2020	$	—	$	1,264.1
Term B-5 Loan due 2026, variable interest rate of 2.10% and 2.15% at June 30, 2021 and December 31, 2020, respectively	394.0		396.0
Term B-6 Loan due 2028, variable interest rate of 2.09% at June 30, 2021	1,000.0		—
Asset Backed Loan (“ABL”) Facilities:
North American ABL Facility due 2024, variable interest rate of 1.59% and 1.71% at June 30, 2021 and December 31, 2020, respectively	291.0		265.5
Canadian ABL Term Loan due 2022, variable interest rate of 2.66% and 2.71% at June 30, 2021 and December 31, 2020, respectively	88.7		133.5
Senior Unsecured Notes:
Senior Unsecured Notes due 2027, fixed interest rate of 5.13% at June 30, 2021 and December 31, 2020	500.0		500.0
Finance lease obligations	94.2		101.6
Total long-term debt before discount	$	2,367.9	$	2,660.7
Less: unamortized debt issuance costs and discount on debt	(23.7)		(20.1)
Total long-term debt	$	2,344.2	$	2,640.6
Less: current maturities	(129.1)		(163.5)
Total long-term debt, excluding current maturities	$	2,215.1	$	2,477.1

Schedule of carrying values and estimated fair values of debt instruments

Other Information

	June 30, 2021				December 31, 2020
(in millions)	Carrying amount		Fair value		Carrying amount		Fair value
Fair value of debt	$	2,344.2	$	2,391.5	$	2,640.6	$	2,687.4

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Supplemental balance sheet information (Tables)

6 Months Ended

Jun. 30, 2021

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Schedule of allowance for doubtful accounts

The change in the allowance for doubtful accounts is as follows:

(in millions)
Balance, January 1, 2021	$	17.2
Provision for credit losses	6.4
Write-offs	(4.3)
Balance, June 30, 2021	$	19.3

Summary of property, plant and equipment, net

Property, plant and equipment, net

(in millions)	June 30, 2021		December 31, 2020
Property, plant and equipment, at cost	$	2,227.5	$	2,216.4
Less: accumulated depreciation	(1,199.1)		(1,150.7)
Property, plant and equipment, net	$	1,028.4	$	1,065.7

Schedule of goodwill

The following is a summary of the activity in goodwill by segment.

(in millions)	USA		EMEA		Canada		LATAM		Total
Balance, January 1, 2021	$	1,805.0	$	8.7	$	428.1	$	28.6	$	2,270.4
Purchase price adjustments	—		—		—		(0.7)		(0.7)
Dispositions	—		(1.1)		—		—		(1.1)
Foreign exchange	—		—		11.7		0.7		12.4
Balance, June 30, 2021	$	1,805.0	$	7.6	$	439.8	$	28.6	$	2,281.0

Schedule of gross carrying amounts and accumulated amortization of intangible assets

	June 30, 2021						December 31, 2020
(in millions)	Gross		Accumulated Amortization		Net		Gross		Accumulated Amortization		Net
Customer relationships	$	938.3	$	(716.1)	$	222.2	$	936.9	$	(691.3)	$	245.6
Other	171.7		(166.4)		5.3		177.4		(171.1)		6.3
Total intangible assets	$	1,110.0	$	(882.5)	$	227.5	$	1,114.3	$	(862.4)	$	251.9

Schedule of finite-lived intangible assets, future amortization expense

The estimated annual amortization expense in each of the next five years is as follows:

(in millions)
2021	$	52.8
2022	45.0
2023	39.3
2024	32.3
2025	28.6

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Fair value measurements (Tables)

6 Months Ended

Jun. 30, 2021

Fair Value Disclosures [Abstract]

Reconciliation of fair value measurements that use significant unobservable inputs (level 3)

The following is a reconciliation of the fair value measurements that use significant unobservable inputs (Level 3), which consists of the warrant liability related to the 2019 Nexeo acquisition and contingent consideration liabilities (i.e. earn-outs) related to the Techi Chem acquisition:

(in millions)	Warrant Liability		Contingent Consideration
Fair value at December 31, 2020	$	33.8	$	2.2
Fair value adjustments	(33.8)		—
Fair value at June 30, 2021	$	—	$	2.2

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Derivatives - Derivative Instruments and Hedging Activities (Tables)

6 Months Ended

Jun. 30, 2021

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Schedule of notional amounts of outstanding derivative positions

The following table presents the notional amounts of the Company’s outstanding derivative instruments by type:

(in millions)	June 30, 2021		December 31, 2020
Designated Derivatives:
Interest rate swap contracts	$	900.0	$	1,050.0
Cross currency swap contracts	381.0		381.0
Undesignated Derivatives:
Interest rate swap contracts	$	100.0	$	200.0
Foreign currency derivatives	129.6		77.2
Cross currency swap contracts	19.0		19.0

Schedule of pre-tax effects of derivative instruments

The following are the pre-tax effects of derivative instruments on the condensed consolidated statements of operations and comprehensive income for the three and six months ended June 30, 2021 and 2020:

	Statement of Operations Classification	Amount of (loss) gain reclassified from other comprehensive loss into income								Amount of (loss) gain to be reclassified to consolidated statement of operations within the next 12 months
		Three months ended June 30,				Six months ended June 30,
(in millions)		2021		2020		2021		2020
Derivatives in cash flow hedging relationships:
Interest rate swap contracts	Interest expense	$	(4.3)	$	(2.2)	$	(9.1)	$	(3.1)	$	(14.0)
Cross currency swap contracts	Interest expense	0.3		0.8		0.6		2.7		1.3
Cross currency swap contracts	Other income (expense), net	(4.3)		(6.9)		11.3		(0.7)		—

Schedule of gross assets and liabilities measured on a recurring basis and classified as level 2

The following table presents the Company’s gross assets and liabilities measured on a recurring basis and classified as Level 2 within the fair value hierarchy:

	Derivative Assets					Derivative Liabilities
(in millions)	Balance Sheet Classification	June 30, 2021		December 31, 2020		Balance Sheet Classification	June 30, 2021		December 31, 2020
Designated Derivatives:
Cross currency swap contracts	Prepaid expenses and other current assets	$	1.3	$	1.0	Other long-term liabilities	$	32.5	$	47.4
Interest rate swap contracts	Prepaid expenses and other current assets	—		—		Other accrued expenses	14.0		17.9
Interest rate swap contracts	Other assets	—		—		Other long-term liabilities	16.4		20.7
Total designated derivatives		$	1.3	$	1.0		$	62.9	$	86.0
Undesignated Derivatives:
Foreign currency contracts	Prepaid expenses and other current assets	$	0.4	$	0.2	Other accrued expenses	$	0.3	$	0.4
Cross currency swap contracts	Prepaid expenses and other current assets	0.1		0.1		Other long-term liabilities	1.6		2.4
Interest rate swap contracts	Prepaid expenses and other current assets	—		—		Other accrued expenses	2.1		2.6
Interest rate swap contracts	Other assets	—		—		Other long-term liabilities	2.7		4.0
Total undesignated derivatives		$	0.5	$	0.3		$	6.7	$	9.4
Total derivatives		$	1.8	$	1.3		$	69.6	$	95.4

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Commitments and contingencies (Tables)

6 Months Ended

Jun. 30, 2021

Commitments and Contingencies Disclosure [Abstract]

Changes in total environmental liabilities

Changes in total environmental liabilities are as follows:

(in millions)
Environmental liabilities at December 31, 2020	$	79.6
Revised obligation estimates	7.4
Environmental payments	(7.5)
Foreign exchange	(0.1)
Environmental liabilities at June 30, 2021	$	79.4

Schedule of environmental liabilities

(in millions)	Balance Sheet Classification	June 30, 2021		December 31, 2020
Current environmental liabilities	Other accrued expenses	$	24.4	$	26.5
Long-term environmental liabilities	Other long-term liabilities	55.0		53.1

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Leasing (Tables)

6 Months Ended

Jun. 30, 2021

Leases [Abstract]

Schedule of leases

(in millions)	Balance Sheet Classification	June 30, 2021		December 31, 2020
Assets
Operating lease assets	Other assets	$	154.8	$	161.0
Finance lease assets	Property, plant and equipment, net (1)	93.2		100.3
Total lease assets		$	248.0	$	261.3
Liabilities
Current liabilities:
Current portion of operating lease liabilities	Other accrued expenses	$	45.2	$	44.9
Current portion of finance lease liabilities	Current portion of long-term debt	26.4		26.0
Noncurrent liabilities:
Operating lease liabilities	Other long-term liabilities	118.2		125.3
Finance lease liabilities	Long-term debt	67.8		75.6
Total lease liabilities		$	257.6	$	271.8

(1)Finance lease right-of-use assets are recorded net of accumulated amortization of $66.3 million and $61.2 million as of June 30, 2021 and December 31, 2020, respectively.

Lease cost, term, and discount rate

Lease cost

(in millions)	Three months ended June 30, 2021						Three months ended June 30, 2020
Statement of Operations Classification	Operating Leases		Finance Leases		Total		Operating Leases		Finance Leases		Total
Cost of goods sold (exclusive of depreciation)	$	6.3	$	—	$	6.3	$	4.4	$	—	$	4.4
Outbound freight and handling	2.6		—		2.6		1.4		—		1.4
Warehousing, selling and administrative	7.3		—		7.3		8.2		—		8.2
Depreciation	—		7.0		7.0		—		5.9		5.9
Interest expense	—		0.9		0.9		—		1.0		1.0
Total gross lease component cost	$	16.2	$	7.9	$	24.1	$	14.0	$	6.9	$	20.9
Variable lease costs					0.6						0.2
Short-term lease costs					1.6						6.4
Total gross lease costs					$	26.3					$	27.5
Sublease income					0.5						0.6
Total net lease cost					$	25.8					$	26.9

(in millions)	Six months ended June 30, 2021						Six months ended June 30, 2020
Statement of Operations Classification	Operating Leases		Finance Leases		Total		Operating Leases		Finance Leases		Total
Cost of goods sold (exclusive of depreciation)	$	11.1	$	—	$	11.1	$	8.7	$	—	$	8.7
Outbound freight and handling	3.8		—		3.8		2.7		—		2.7
Warehousing, selling and administrative	14.6		—		14.6		16.3		—		16.3
Depreciation	—		13.4		13.4		—		12.1		12.1
Interest expense	—		1.9		1.9		—		1.7		1.7
Total gross lease component cost	$	29.5	$	15.3	$	44.8	$	27.7	$	13.8	$	41.5
Variable lease costs					0.9						0.4
Short-term lease costs					3.3						13.9
Total gross lease costs					$	49.0					$	55.8
Sublease income					1.1						1.2
Total net lease cost					$	47.9					$	54.6

Lease term and discount rate

	June 30, 2021		December 31, 2020
Weighted-average remaining lease term (years)
Operating leases	5.9		6.0
Finance leases	6.0		6.3
Weighted-average discount rate
Operating leases	4.42	%	4.68	%
Finance leases	3.73	%	3.83	%

Other information

	Six months ended June 30,
(in millions)	2021		2020
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows from operating leases	$	28.1	$	27.3
Operating cash flows from finance leases	1.9		1.6
Financing cash flows from finance leases	13.6		12.1

Maturity of lease liabilities

Maturity of lease liabilities

(in millions)	Operating Leases		Finance Leases		Total
Remainder of 2021	$	26.6	$	14.9	$	41.5
2022	43.6		26.9		70.5
2023	31.9		17.9		49.8
2024	21.0		14.3		35.3
2025	13.2		12.4		25.6
2026 and After	49.4		15.9		65.3
Total lease payments	$	185.7	$	102.3	$	288.0
Less: Interest	22.3		8.1
Present value of lease liabilities	$	163.4	$	94.2

Finance lease maturity schedule

Maturity of lease liabilities

(in millions)	Operating Leases		Finance Leases		Total
Remainder of 2021	$	26.6	$	14.9	$	41.5
2022	43.6		26.9		70.5
2023	31.9		17.9		49.8
2024	21.0		14.3		35.3
2025	13.2		12.4		25.6
2026 and After	49.4		15.9		65.3
Total lease payments	$	185.7	$	102.3	$	288.0
Less: Interest	22.3		8.1
Present value of lease liabilities	$	163.4	$	94.2

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Segments (Tables)

6 Months Ended

Jun. 30, 2021

Segment Reporting [Abstract]

Financial information for the Company's segments

Financial information for the Company’s reportable segments is as follows:

	USA		EMEA		Canada		LATAM		Other/Eliminations (1)		Consolidated
(in millions)	Three months ended June 30, 2021
External customers	$	1,500.2	$	504.0	$	238.6	$	151.3	$	—	$	2,394.1
Inter-segment	19.5		1.9		1.3		—		(22.7)		—
Total net sales	$	1,519.7	$	505.9	$	239.9	$	151.3	$	(22.7)	$	2,394.1
Adjusted EBITDA	$	125.6	$	47.8	$	25.0	$	13.3	$	(14.2)	$	197.5
Long-lived assets (2)	$	789.7	$	192.1	$	142.8	$	37.1	$	21.5	$	1,183.2

	USA		EMEA		Canada		LATAM		Other/Eliminations (1)		Consolidated
(in millions)	Three months ended June 30, 2020
External customers	$	1,169.4	$	409.6	$	331.5	$	98.7	$	—	$	2,009.2
Inter-segment	23.0		0.9		0.7		—		(24.6)		—
Total net sales	$	1,192.4	$	410.5	$	332.2	$	98.7	$	(24.6)	$	2,009.2
Adjusted EBITDA	$	95.2	$	39.7	$	25.2	$	11.0	$	(7.9)	$	163.2
Long-lived assets (2)	$	824.8	$	176.4	$	185.8	$	28.9	$	40.3	$	1,256.2

	USA		EMEA		Canada		LATAM		Other/Eliminations (1)		Consolidated
(in millions)	Six months ended June 30, 2021
External customers	$	2,793.2	$	1,009.9	$	461.3	$	285.1	$	—	$	4,549.5
Inter-segment	36.9		2.7		2.0		—		(41.6)		—
Total net sales	$	2,830.1	$	1,012.6	$	463.3	$	285.1	$	(41.6)	$	4,549.5
Adjusted EBITDA	$	227.4	$	98.4	$	51.3	$	28.9	$	(26.3)	$	379.7
Long-lived assets (2)	$	789.7	$	192.1	$	142.8	$	37.1	$	21.5	$	1,183.2

	USA		EMEA		Canada		LATAM		Other/Eliminations (1)		Consolidated
(in millions)	Six months ended June 30, 2020
External customers	$	2,526.9	$	869.9	$	617.3	$	206.3	$	—	$	4,220.4
Inter-segment	48.7		1.7		1.5		—		(51.9)		—
Total net sales	$	2,575.6	$	871.6	$	618.8	$	206.3	$	(51.9)	$	4,220.4
Adjusted EBITDA	$	191.8	$	80.0	$	52.5	$	19.3	$	(18.8)	$	324.8
Long-lived assets (2)	$	824.8	$	176.4	$	185.8	$	28.9	$	40.3	$	1,256.2

(1)Other/Eliminations represents the elimination of intersegment transactions, as well as, unallocated corporate costs consisting of costs specifically related to parent company operations that do not directly benefit segments, either individually or collectively.

(2)Long-lived assets consist of property, plant and equipment, net and operating lease assets.

Reconciliation of net income (loss) to adjusted EBITDA

The following is a reconciliation of net income to Adjusted EBITDA for the three and six months ended June 30, 2021 and 2020:

	Three months ended June 30,				Six months ended June 30,
(in millions)	2021		2020		2021		2020
Net income	$	153.2	$	1.8	$	219.4	$	57.7
Depreciation	37.3		40.4		81.1		82.1
Amortization	13.2		14.8		26.3		30.6
Interest expense, net	25.7		29.9		52.3		58.0
Income tax expense	27.0		11.6		44.6		11.3
Other operating expenses, net (1)	29.9		24.8		74.1		55.2
Other (income) expense, net (1)	(5.3)		22.7		(34.2)		2.3
Impairment charges	2.1		16.9		2.1		16.9
(Gain) loss on sale of business	(87.6)		—		(88.2)		8.6
Loss on extinguishment of debt	2.0		—		2.2		1.8
Brazil VAT charge	—		0.3		—		0.3
Adjusted EBITDA	$	197.5	$	163.2	$	379.7	$	324.8

(1)For the three and six months ended June 30, 2020, the fair value adjustment for warrants was reclassified to other (income) expense, net, from other operating expenses, net, to conform to the current year presentation. Refer to “Note 2: Significant accounting policies” for more information.

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Nature of operations - Additional Information (Detail)	6 Months Ended
	Jun. 30, 2021 segment
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Number of operating segments	4

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Business combinations (Detail) - USD ($) $ in Millions		3 Months Ended	6 Months Ended
	Dec. 18, 2020	Mar. 31, 2021	Jun. 30, 2021	Dec. 31, 2020
Business Acquisition [Line Items]
Goodwill acquired			$ 2,281.0	$ 2,270.4
Purchase price adjustment due to decrease in goodwill			$ 0.7
Techi Chem
Business Acquisition [Line Items]
Purchase price of acquisition	$ 6.8
Cash payment for acquisition	4.6
Contingent consideration component	$ 2.2
Goodwill acquired				3.5
Intangible assets, net				2.7
Inventory acquired				1.0
Other current assets and deferred tax liabilities				$ (0.4)
Purchase price adjustment due to decrease in goodwill		$ 0.7
Techi Chem | Customer relationships
Business Acquisition [Line Items]
Weighted average period of amortization on intangible assets	8 years

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Dispositions (Details) - USD ($) $ in Millions				3 Months Ended					6 Months Ended
	Apr. 01, 2021	Nov. 30, 2020	Sep. 01, 2020	Jun. 30, 2021	Mar. 31, 2021	Dec. 31, 2020	Sep. 30, 2020	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Gain (loss) on sale of business				$ 87.6				$ 0.0	$ 88.2	$ (8.6)
Amounts reclassified related to disposition									18.1	18.1
Proceeds from sale of business									136.3	(8.2)
Currency translation
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Amounts reclassified related to disposition									$ 18.1	18.1
Distrupol Business | Discontinued Operations, Disposed of by Sale
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Total cash proceeds	$ 136.7
Gain (loss) on sale of business				$ 87.6
Distrupol Business | Discontinued Operations, Disposed of by Sale | Currency translation
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Amounts reclassified related to disposition										$ 18.1
Canadian Agricultural Services Business | Discontinued Operations, Disposed of by Sale
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Proceeds from sale of business		$ 39.3
Pre-tax gain (loss) on sale of business						$ (31.5)
Favorable adjustment to prior period sale of business					$ 0.7
Industrial Services Business | Discontinued Operations, Disposed of by Sale
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Proceeds from sale of business			$ 6.2
Pre-tax gain (loss) on sale of business							$ (9.3)
Total excess working capital					$ 0.1	$ 1.2

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Dispositions - (Loss) income before income taxes attributable to disposed of business (Details) - USD ($) $ in Millions	3 Months Ended	6 Months Ended
	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
Distrupol Business | Discontinued Operations, Disposed of by Sale
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Income (Loss) before taxes	$ 2.9	$ 3.9	$ 5.2
Canadian Agricultural Services Business | Discontinued Operations, Disposed of by Sale
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Income (Loss) before taxes	1.1		3.1
Industrial Services Business
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Income (Loss) before taxes			$ (26.1)
Industrial Services Business | Discontinued Operations, Disposed of by Sale
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Income (Loss) before taxes	$ (19.5)

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Revenue - Schedule of External Net Sales Disaggregated by Major Stream Type (Detail) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
Disaggregation of Revenue [Line Items]
Net sales	$ 2,394.1	$ 2,009.2	$ 4,549.5	$ 4,220.4
USA
Disaggregation of Revenue [Line Items]
Net sales	1,500.2	1,169.4	2,793.2	2,526.9
EMEA
Disaggregation of Revenue [Line Items]
Net sales	504.0	409.6	1,009.9	869.9
Canada
Disaggregation of Revenue [Line Items]
Net sales	238.6	331.5	461.3	617.3
LATAM
Disaggregation of Revenue [Line Items]
Net sales	151.3	98.7	285.1	206.3
Chemical Distribution
Disaggregation of Revenue [Line Items]
Net sales	2,315.4	1,775.2	4,394.0	3,819.2
Chemical Distribution | USA
Disaggregation of Revenue [Line Items]
Net sales	1,428.7	1,097.1	2,650.9	2,367.6
Chemical Distribution | EMEA
Disaggregation of Revenue [Line Items]
Net sales	504.0	409.3	1,009.7	869.2
Chemical Distribution | Canada
Disaggregation of Revenue [Line Items]
Net sales	233.9	172.0	452.6	380.3
Chemical Distribution | LATAM
Disaggregation of Revenue [Line Items]
Net sales	148.8	96.8	280.8	202.1
Crop Sciences
Disaggregation of Revenue [Line Items]
Net sales		147.4		211.8
Crop Sciences | USA
Disaggregation of Revenue [Line Items]
Net sales		0.0		0.0
Crop Sciences | EMEA
Disaggregation of Revenue [Line Items]
Net sales		0.0		0.0
Crop Sciences | Canada
Disaggregation of Revenue [Line Items]
Net sales		147.4		211.8
Crop Sciences | LATAM
Disaggregation of Revenue [Line Items]
Net sales		0.0		0.0
Services
Disaggregation of Revenue [Line Items]
Net sales	78.7	86.6	155.5	189.4
Services | USA
Disaggregation of Revenue [Line Items]
Net sales	71.5	72.3	142.3	159.3
Services | EMEA
Disaggregation of Revenue [Line Items]
Net sales	0.0	0.3	0.2	0.7
Services | Canada
Disaggregation of Revenue [Line Items]
Net sales	4.7	12.1	8.7	25.2
Services | LATAM
Disaggregation of Revenue [Line Items]
Net sales	$ 2.5	$ 1.9	$ 4.3	$ 4.2

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Revenue - Schedule of Deferred Revenue (Detail) - USD ($) $ in Millions	6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Dec. 31, 2020
Revenue from Contract with Customer [Abstract]
Deferred revenue	$ 5.0		$ 5.8
Revenue recognized from amounts included in contract liabilities	$ 4.6	$ 64.4

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Other operating expenses, net (Detail) - USD ($) $ in Millions		3 Months Ended		6 Months Ended
		Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
Other Income and Expenses [Abstract]
Acquisition and integration related expenses		$ 16.4	$ 14.3	$ 32.8	$ 31.8
Stock-based compensation expense		3.3	2.6	9.2	8.3
Restructuring (credits) charges		(0.1)	6.3	0.1	8.8
Other employee severance costs		2.0	2.8	4.9	8.3
Other facility closure costs		0.5	0.1	0.5	2.0
Multi-employer pension plan exit liability		12.8	0.0	31.2	0.0
Gain on sale of property, plant and equipment		(2.0)	(2.2)	(3.1)	(7.5)
Other		(3.0)	0.9	(1.5)	3.5
Total other operating expenses, net	[1]	$ 29.9	$ 24.8	$ 74.1	$ 55.2

[1] For the three and six months ended June 30, 2020, the fair value adjustment for warrants was reclassified to other income (expense), net, from other operating expenses, net, to conform to the current year presentation. Refer to “Note 2: Significant accounting policies” for more information.

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Restructuring charges - Additional Information (Detail) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020	Dec. 31, 2020
Restructuring and Related Activities [Abstract]
Restructuring (credits) charges	$ (0.1)	$ 6.3	$ 0.1	$ 8.8
Restructuring liabilities, current	1.9		1.9		$ 6.6
Restructuring liabilities, non-current	$ 0.1		$ 0.1		$ 0.5
Facility exit costs payment period			5 years

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Restructuring charges - Costs Incurred and Anticipated (Details) - USD ($) $ in Millions	3 Months Ended			6 Months Ended
	Jun. 30, 2021	Mar. 31, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
Restructuring Cost and Reserve [Line Items]
Restructuring (credits) charges	$ (0.1)		$ 6.3	$ 0.1	$ 8.8
Canadian Agriculture Restructuring | Canada
Restructuring Cost and Reserve [Line Items]
Restructuring (credits) charges	(0.1)			0.1
Cumulative costs	4.0			4.0
Anticipated total costs	4.0			4.0
Canadian Agriculture Restructuring | Employee termination costs | Canada
Restructuring Cost and Reserve [Line Items]
Restructuring (credits) charges	(0.1)	$ 0.1		0.1
Cumulative costs	1.8			1.8
Anticipated total costs	1.8			1.8
Canadian Agriculture Restructuring | Other exit costs | Canada
Restructuring Cost and Reserve [Line Items]
Restructuring (credits) charges	0.0			0.0
Cumulative costs	2.2			2.2
Anticipated total costs	$ 2.2			$ 2.2

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Restructuring charges - Summary of Activity Related to Accrued Liabilities Associated with Redundancy and Restructuring (Detail) - USD ($) $ in Millions	6 Months Ended	12 Months Ended
	Jun. 30, 2021	Dec. 31, 2020
Restructuring Reserve [Roll Forward]
Beginning balance	$ 7.1	$ 5.8
Charge to earnings	0.1	13.9
Cash paid	(5.1)	(12.9)
Non-cash and other	(0.1)	0.3
Ending balance	2.0	7.1
Employee termination costs
Restructuring Reserve [Roll Forward]
Beginning balance	3.2	3.7
Charge to earnings	0.1	11.7
Cash paid	(3.6)	(12.4)
Non-cash and other	1.2	0.2
Ending balance	0.9	3.2
Facility exit costs
Restructuring Reserve [Roll Forward]
Beginning balance	1.4	1.9
Charge to earnings	0.0	0.0
Cash paid	0.0	(0.5)
Non-cash and other	(1.3)	0.0
Ending balance	0.1	1.4
Other exit costs
Restructuring Reserve [Roll Forward]
Beginning balance	2.5	0.2
Charge to earnings	0.0	2.2
Cash paid	(1.5)	0.0
Non-cash and other	0.0	0.1
Ending balance	$ 1.0	$ 2.5

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Other income (expense), net (Detail) - USD ($) $ in Millions		3 Months Ended		6 Months Ended
		Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
Other Income and Expenses [Abstract]
Foreign currency transactions		$ (3.5)	$ (5.6)	$ (5.3)	$ (6.4)
Foreign currency denominated loans revaluation		0.0	(0.4)	(0.1)	(0.2)
Undesignated foreign currency derivative instruments		(0.1)	2.1	(1.8)	0.1
Undesignated swap contracts		(0.3)	(1.2)	1.0	(6.0)
Non-operating retirement benefits		4.0	2.1	10.7	4.3
Debt refinancing costs		(6.9)	0.0	(6.9)	(0.1)
Fair value adjustment for warrants		8.2	(18.8)	33.8	7.5
Other		3.9	(0.9)	2.8	(1.5)
Total other income (expense), net	[1]	$ 5.3	$ (22.7)	$ 34.2	$ (2.3)

[1] For the three and six months ended June 30, 2020, the fair value adjustment for warrants was reclassified to other income (expense), net, from other operating expenses, net, to conform to the current year presentation. Refer to “Note 2: Significant accounting policies” for more information.

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Employee benefit plans (Detail) - Defined Benefit Pension Plans - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
USA
Defined Benefit Plan Disclosure [Line Items]
Service cost	$ 0.0	$ 0.0	$ 0.0	$ 0.0
Interest cost	4.8	5.8	9.6	11.6
Expected return on plan assets	(7.3)	(7.2)	(14.6)	(14.3)
Prior service cost	0.0	0.0	0.0	0.0
Net periodic benefit income	(2.5)	(1.4)	(5.0)	(2.7)
Foreign Plan
Defined Benefit Plan Disclosure [Line Items]
Service cost	0.4	0.4	0.9	0.9
Interest cost	2.5	3.0	5.0	6.1
Expected return on plan assets	(3.8)	(3.8)	(7.6)	(7.8)
Prior service cost	(0.2)	0.1	(3.1)	0.1
Net periodic benefit income	$ (1.1)	$ (0.3)	$ (4.8)	$ (0.7)

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Employee benefit plans - Multi-employer pension plan exit liability (Details) - Central States Multi-employer Pension Plan - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Mar. 31, 2021	Jun. 30, 2021
Defined Benefit Plan Disclosure [Line Items]
Partial withdrawal liability	$ 12.8	$ 18.4	$ 31.2
Annual cash obligation			$ 1.9
Term of annual cash obligation payments			20 years

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Income taxes (Detail) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
Income Tax Disclosure [Abstract]
Income tax expense	$ 27.0	$ 11.6	$ 44.6	$ 11.3
Effective income tax rate	15.00%	86.60%	16.90%	16.40%
One time discreet tax (benefit) expense	$ (1.6)	$ 4.6	$ (2.1)	$ 13.5
Estimated effective tax rate		32.10%	30.50%	32.10%

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Earnings Per Share - Summary of Computations of Basic and Diluted Earnings Per Share (Detail) - USD ($) $ / shares in Units, shares in Millions, $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
Numerator:
Net income	$ 153.2	$ 1.8	$ 219.4	$ 57.7
Denominator:
Weighted average common shares outstanding - basic (in shares)	169.9	168.9	169.6	168.8
Effect of dilutive securities: stock compensation plans (in shares)	1.0	0.7	0.8	0.8
Weighted average common shares outstanding - diluted (in shares)	170.9	169.6	170.4	169.6
Basic:
Basic income per common share (in dollars per share)	$ 0.90	$ 0.01	$ 1.29	$ 0.34
Diluted:
Diluted income per common share (in dollars per share)	$ 0.90	$ 0.01	$ 1.29	$ 0.34

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Earnings Per Share - Summary of Computations of Basic and Diluted Earnings Per Share Footnote (Detail) - shares shares in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
Employee Stock Option | Common stock
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items]
Share-based compensation awards purchased not included in calculation of diluted earnings per share (in shares)	1.3	4.7	2.7	4.4
Employee Stock Option | Restricted Stock
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items]
Share-based compensation awards purchased not included in calculation of diluted earnings per share (in shares)	0.0	0.5	0.0	0.4
Warrants
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items]
Share-based compensation awards purchased not included in calculation of diluted earnings per share (in shares)	0.0	7.6	0.0	7.6

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Accumulated other comprehensive loss - Schedule of Changes in Accumulated Other Comprehensive Loss by Component Net of Tax (Detail) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
AOCI Attributable to Parent, Net of Tax [Roll Forward]
Beginning balance	$ 1,869.0	$ 1,683.6	$ 1,792.3	$ 1,732.8
Other comprehensive income before reclassifications	15.3	8.6	31.0	(96.6)
Amounts reclassified from accumulated other comprehensive loss	6.0	5.9	(4.7)	0.9
Amounts reclassified related to disposition			18.1	18.1
Net current period other comprehensive (loss) income	39.4	14.5	44.4	(95.7)
Ending balance	2,098.6	1,703.2	2,098.6	1,703.2
Accumulated other comprehensive loss
AOCI Attributable to Parent, Net of Tax [Roll Forward]
Beginning balance	(382.1)	(489.5)	(387.1)	(379.3)
Ending balance	(342.7)	(475.0)	(342.7)	(475.0)
Cash flow hedges
AOCI Attributable to Parent, Net of Tax [Roll Forward]
Beginning balance	(26.1)	(31.5)	(32.7)	(15.4)
Other comprehensive income before reclassifications	(4.7)	(11.1)	10.2	(22.2)
Amounts reclassified from accumulated other comprehensive loss	6.2	5.8	(2.1)	0.8
Amounts reclassified related to disposition			0.0	0.0
Net current period other comprehensive (loss) income	1.5	(5.3)	8.1	(21.4)
Ending balance	(24.6)	(36.8)	(24.6)	(36.8)
Defined benefit pension
AOCI Attributable to Parent, Net of Tax [Roll Forward]
Beginning balance	16.8	(1.0)	19.2	(1.0)
Other comprehensive income before reclassifications	0.0	0.0	0.0	0.0
Amounts reclassified from accumulated other comprehensive loss	(0.2)	0.1	(2.6)	0.1
Amounts reclassified related to disposition			0.0	0.0
Net current period other comprehensive (loss) income	(0.2)	0.1	(2.6)	0.1
Ending balance	16.6	(0.9)	16.6	(0.9)
Currency translation
AOCI Attributable to Parent, Net of Tax [Roll Forward]
Beginning balance	(372.8)	(457.0)	(373.6)	(362.9)
Other comprehensive income before reclassifications	20.0	19.7	20.8	(74.4)
Amounts reclassified from accumulated other comprehensive loss	0.0	0.0	0.0	0.0
Amounts reclassified related to disposition			18.1	18.1
Net current period other comprehensive (loss) income	38.1	19.7	38.9	(74.4)
Ending balance	$ (334.7)	$ (437.3)	$ (334.7)	$ (437.3)

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Accumulated other comprehensive loss - Summary of amounts reclassified from accumulated other comprehensive loss (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items]
Income tax expense	$ 27.0	$ 11.6	$ 44.6	$ 11.3
Interest expense	26.4	30.1	53.4	59.2
Net income	(153.2)	(1.8)	(219.4)	(57.7)
Prior service (credit) cost (2) | Reclassification out of Accumulated Other Comprehensive Income
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items]
Other income (expense), net	(0.2)	0.1	(3.1)	0.1
Amortization of defined benefit pension items: | Reclassification out of Accumulated Other Comprehensive Income
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items]
Income tax expense	0.0	0.0	0.5	0.0
Net of tax	(0.2)	0.1	(2.6)	0.1
Cash flow hedges: | Reclassification out of Accumulated Other Comprehensive Income
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items]
Income tax expense	(2.1)	(2.5)	0.7	(0.3)
Net of tax	6.2	5.8	(2.1)	0.8
Net income	6.0	5.9	(4.7)	0.9
Cash flow hedges: | Reclassification out of Accumulated Other Comprehensive Income | Interest rate swap contracts (2)
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items]
Interest expense	4.3	2.2	9.1	3.1
Cash flow hedges: | Reclassification out of Accumulated Other Comprehensive Income | Cross-currency swap contracts (2)
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items]
Interest expense	$ 4.0	$ 6.1
Interest expense and other income (expense), net			$ (11.9)	$ (2.0)

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Debt - Summary of Short Term Financing (Detail) - USD ($) $ in Millions	Jun. 30, 2021	Dec. 31, 2020
Debt Disclosure [Abstract]
Amounts drawn under credit facilities	$ 8.4	$ 0.0
Bank overdrafts	0.0	2.1
Short-term financing	$ 8.4	$ 2.1

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Debt - Additional Information (Detail) - USD ($) $ in Millions			3 Months Ended				6 Months Ended
	Feb. 26, 2021	Jan. 07, 2020	Jun. 30, 2021	Mar. 31, 2021	Jun. 30, 2020	Mar. 31, 2020	Jun. 30, 2021	Jun. 30, 2020	Dec. 31, 2020
Debt Instrument [Line Items]
Letters of credit outstanding			$ 153.1				$ 153.1		$ 196.0
Weighted average interest rate on long-term debt			3.53%				3.53%		3.73%
Proceeds from issuance of long-term debt, net							$ 995.0	$ 0.0
Loss on extinguishment of debt			$ 2.0		$ 0.0		$ 2.2	$ 1.8
Debt refinancing costs			$ 6.9
Base Rate
Debt Instrument [Line Items]
Credit rate spread			1.00%
Eurocurrency Rate
Debt Instrument [Line Items]
Interest rate			2.00%				2.00%
Step down in bases			0.25%				0.25%
Term B-3 Loan Due 2024
Debt Instrument [Line Items]
Aggregate principal amount			$ 0.0				$ 0.0		$ 1,264.1
Loss on extinguishment of debt			2.0			$ 1.8
Repayments of long-term debt		$ 174.0
Canadian ABL Facility Due 2022
Debt Instrument [Line Items]
Aggregate principal amount			88.7				88.7		133.5
Loss on extinguishment of debt				$ 0.2
Repayments of debt	$ 47.1
Term B-6 Loan Due 2028
Debt Instrument [Line Items]
Aggregate principal amount			$ 1,000.0				$ 1,000.0		0.0
Quarterly principle payments as a percentage of principle			0.25%				0.25%
Premium on early repayment of debt			1.00%				1.00%
North American ABL Due 2024
Debt Instrument [Line Items]
Aggregate principal amount			$ 291.0				$ 291.0		$ 265.5
Proceeds from issuance of long-term debt, net			$ 274.2

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Debt - Schedule of Long Term Debt (Detail) - USD ($) $ in Millions	Jun. 30, 2021	Dec. 31, 2020
Debt Instrument [Line Items]
Finance lease obligations	$ 94.2	$ 101.6
Total long-term debt before discount	2,367.9	2,660.7
Less: unamortized debt issuance costs and discount on debt	(23.7)	(20.1)
Total long-term debt	2,344.2	2,640.6
Less: current maturities	(129.1)	(163.5)
Total long-term debt, excluding current maturities	2,215.1	2,477.1
Term B-3 Loan Due 2024
Debt Instrument [Line Items]
Aggregate principal amount	0.0	$ 1,264.1
Variable interest rate		2.40%
Term B-5 Loan Due 2026
Debt Instrument [Line Items]
Aggregate principal amount	$ 394.0	$ 396.0
Variable interest rate	2.10%	2.15%
North American ABL Due 2024
Debt Instrument [Line Items]
Aggregate principal amount	$ 291.0	$ 265.5
Variable interest rate	1.59%	1.71%
Canadian ABL Facility Due 2022
Debt Instrument [Line Items]
Aggregate principal amount	$ 88.7	$ 133.5
Variable interest rate	2.66%	2.71%
Unsecured Notes Due 2027
Debt Instrument [Line Items]
Aggregate principal amount	$ 500.0	$ 500.0
Fixed interest rate	5.13%	5.13%
Term B-6 Loan Due 2028
Debt Instrument [Line Items]
Aggregate principal amount	$ 1,000.0	$ 0.0
Variable interest rate	2.09%

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Debt - Fair value of debt (Details) - USD ($) $ in Millions	Jun. 30, 2021	Dec. 31, 2020
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Carrying amount	$ 2,344.2	$ 2,640.6
Fair Value, Inputs, Level 2
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Carrying amount	2,344.2	2,640.6
Fair value	$ 2,391.5	$ 2,687.4

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Supplemental balance sheet information - Cash and cash equivalents (Details) - USD ($) $ in Millions	Jun. 30, 2021	Dec. 31, 2020
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Amount held in Notional Cash Pool, net	$ 11.2	$ 52.7
Gross amount of cash in Notional Cash Pool	201.1	89.7
Bank overdrafts	0.0	2.1
Bank Overdrafts, Notional Cash Pool	$ 189.9	$ 37.0

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Supplemental balance sheet information - Allowance for Credit Losses (Details) $ in Millions	6 Months Ended
	Jun. 30, 2021 USD ($)
Accounts Receivable, Allowance for Credit Loss [Roll Forward]
Balance, beginning of period	$ 17.2
Provision for credit losses	6.4
Write-offs	(4.3)
Balance, end of period	$ 19.3

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Supplemental balance sheet information - Summary of Property, Plant and Equipment, Net (Detail) - USD ($) $ in Millions	Jun. 30, 2021	Dec. 31, 2020
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Property, plant and equipment, at cost	$ 2,227.5	$ 2,216.4
Less: accumulated depreciation	(1,199.1)	(1,150.7)
Property, plant and equipment, net	$ 1,028.4	$ 1,065.7

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Supplemental balance sheet information - Schedule of Goodwill (Detail) $ in Millions	6 Months Ended
	Jun. 30, 2021 USD ($)
Goodwill [Roll Forward]
Goodwill, beginning balance	$ 2,270.4
Purchase price adjustments	(0.7)
Dispositions	(1.1)
Foreign exchange	12.4
Goodwill, ending balance	2,281.0
USA
Goodwill [Roll Forward]
Goodwill, beginning balance	1,805.0
Purchase price adjustments	0.0
Dispositions	0.0
Foreign exchange	0.0
Goodwill, ending balance	1,805.0
EMEA
Goodwill [Roll Forward]
Goodwill, beginning balance	8.7
Purchase price adjustments	0.0
Dispositions	(1.1)
Foreign exchange	0.0
Goodwill, ending balance	7.6
Canada
Goodwill [Roll Forward]
Goodwill, beginning balance	428.1
Purchase price adjustments	0.0
Dispositions	0.0
Foreign exchange	11.7
Goodwill, ending balance	439.8
LATAM
Goodwill [Roll Forward]
Goodwill, beginning balance	28.6
Purchase price adjustments	(0.7)
Dispositions	0.0
Foreign exchange	0.7
Goodwill, ending balance	$ 28.6

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Supplemental balance sheet information - Schedule of Gross Carrying Amounts and Accumulated Amortization of Intangible Assets (Detail) - USD ($) $ in Millions	Jun. 30, 2021	Dec. 31, 2020
Finite-Lived Intangible Assets [Line Items]
Gross	$ 1,110.0	$ 1,114.3
Accumulated Amortization	(882.5)	(862.4)
Net	227.5	251.9
Customer relationships
Finite-Lived Intangible Assets [Line Items]
Gross	938.3	936.9
Accumulated Amortization	(716.1)	(691.3)
Net	222.2	245.6
Other
Finite-Lived Intangible Assets [Line Items]
Gross	171.7	177.4
Accumulated Amortization	(166.4)	(171.1)
Net	$ 5.3	$ 6.3

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Supplemental balance sheet information - Schedule of Finite-Lived Intangible Assets, Future Amortization Expense (Detail) $ in Millions	Jun. 30, 2021 USD ($)
Organization, Consolidation and Presentation of Financial Statements [Abstract]
2021	$ 52.8
2022	45.0
2023	39.3
2024	32.3
2025	$ 28.6

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Supplemental balance sheet information - Other Accrued Expenses (Details) - USD ($) $ in Millions	Jun. 30, 2021	Dec. 31, 2020
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Current tax liabilities	$ 89.6	$ 73.4

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Supplemental balance sheet information Impairment Charges (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
Impaired Long-Lived Assets Held and Used [Line Items]
Impairment charges		$ 15.5	$ 2.1	$ 16.9
Intangible Assets
Impaired Long-Lived Assets Held and Used [Line Items]
Impairment charges		12.8
Property, Plant and Equipment
Impaired Long-Lived Assets Held and Used [Line Items]
Impairment of property, plant, and equipment	$ 2.1
Impairment charges		2.7
Property, Plant and Equipment | USA
Impaired Long-Lived Assets Held and Used [Line Items]
Impairment charges		$ 1.4

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Fair value measurements - Reconciliation of Fair Value Measurements that Use Significant Unobservable Inputs (Level 3) (Detail) $ in Millions	6 Months Ended
	Jun. 30, 2021 USD ($)
Warrant Liability
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Fair value beginning balance	$ 33.8
Fair value adjustments	(33.8)
Fair value ending balance	0.0
Contingent Consideration
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Fair value beginning balance	2.2
Fair value adjustments	0.0
Fair value ending balance	$ 2.2

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Fair value measurements - Additional Information (Detail) - USD ($)	3 Months Ended	6 Months Ended
	Jun. 30, 2021	Jun. 30, 2021	Jun. 30, 2020
Foreign Currency Fair Value Hedge Derivative [Line Items]
Exercise price of warrants (in usd per share)	$ 27.80	$ 27.80
Conversion of warrants (in shares)	973,717	973,717
Proceeds from the exercise of warrants	$ 27,100,000	$ 27,100,000	$ 0
Warrants outstanding (in shares)	$ 0	$ 0

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Derivatives (Detail)	6 Months Ended
	Jun. 30, 2021 USD ($)	Jun. 04, 2021 USD ($) derivative	Dec. 31, 2020 USD ($)	Mar. 17, 2020 USD ($)
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Percentage of swaps designated as cash flow hedges	95.00%
Prepaid expenses and other current assets
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Forward currency contract asset fair value	$ 400,000		$ 100,000
Other accrued expenses
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Forward currency contract liability fair value	$ 300,000		$ 300,000
Cross-currency swap contracts (2) | Minimum
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Debt instrument, term	1 month
Cross-currency swap contracts (2) | Maximum
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Debt instrument, term	3 months
Interest Rate Swap Contracts
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Interest rate swap derivatives, notional amount, June 30, 2023 to June 29, 2024		$ 250,000,000.0
Interest rate swap derivatives, notional amount, June 30, 2024 to May 31, 2028		$ 500,000,000.0
Number of contracts held | derivative		2
Derivative, notional amount				$ 250,000,000.0

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Derivatives - Schedule of notional amounts (Details) - USD ($)	Jun. 30, 2021	Dec. 31, 2020	Mar. 17, 2020
Interest rate swap contracts (2)
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Derivative, notional amount			$ 250,000,000.0
Interest rate swap contracts (2) | Designated as Hedging Instrument
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Derivative, notional amount	$ 900,000,000.0	$ 1,050,000,000.0
Interest rate swap contracts (2) | Not Designated as Hedging Instrument
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Derivative, notional amount	100,000,000.0	200,000,000.0
Foreign currency derivatives | Not Designated as Hedging Instrument
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Derivative, notional amount	129,600,000	77,200,000
Cross currency swap contracts | Designated as Hedging Instrument
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Derivative, notional amount	381,000,000.0	381,000,000.0
Cross currency swap contracts | Not Designated as Hedging Instrument
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Derivative, notional amount	$ 19,000,000.0	$ 19,000,000.0

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Derivatives - Pre-tax effects of derivative instruments (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
Other income (expense), net
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Amount of (loss) gain reclassified from other comprehensive loss into income			$ 11.3	$ (0.7)
Interest rate swap contracts (2) | Interest expense
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Amount of (loss) gain reclassified from other comprehensive loss into income	$ (4.3)	$ (2.2)	(9.1)	(3.1)
Amount of (loss) gain to be reclassified to consolidated statement of operations within the next 12 months			(14.0)
Cross currency swap contracts | Interest expense
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Amount of (loss) gain reclassified from other comprehensive loss into income	0.3	0.8	0.6	$ 2.7
Amount of (loss) gain to be reclassified to consolidated statement of operations within the next 12 months			1.3
Cross currency swap contracts | Other income (expense), net
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Amount of (loss) gain reclassified from other comprehensive loss into income	$ (4.3)	$ (6.9)
Amount of (loss) gain to be reclassified to consolidated statement of operations within the next 12 months			$ 0.0

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Derivatives - Assets and Liabilities (Details) - USD ($) $ in Millions	Jun. 30, 2021	Dec. 31, 2020
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Derivative Assets	$ 1.8	$ 1.3
Derivative Liabilities	69.6	95.4
Designated as Hedging Instrument
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Derivative Assets	1.3	1.0
Derivative Liabilities	62.9	86.0
Not Designated as Hedging Instrument
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Derivative Assets	0.5	0.3
Derivative Liabilities	6.7	9.4
Prepaid expenses and other current assets | Cross currency swap contracts | Designated as Hedging Instrument
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Derivative Assets	1.3	1.0
Prepaid expenses and other current assets | Cross currency swap contracts | Not Designated as Hedging Instrument
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Derivative Assets	0.1	0.1
Prepaid expenses and other current assets | Foreign currency derivatives | Not Designated as Hedging Instrument
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Derivative Assets	0.4	0.2
Prepaid expenses and other current assets | Interest rate swap contracts (2) | Designated as Hedging Instrument
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Derivative Assets	0.0	0.0
Prepaid expenses and other current assets | Interest rate swap contracts (2) | Not Designated as Hedging Instrument
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Derivative Assets	0.0	0.0
Other long-term liabilities | Cross currency swap contracts | Designated as Hedging Instrument
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Derivative Liabilities	32.5	47.4
Other long-term liabilities | Cross currency swap contracts | Not Designated as Hedging Instrument
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Derivative Liabilities	1.6	2.4
Other long-term liabilities | Interest rate swap contracts (2) | Designated as Hedging Instrument
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Derivative Liabilities	16.4	20.7
Other long-term liabilities | Interest rate swap contracts (2) | Not Designated as Hedging Instrument
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Derivative Liabilities	2.7	4.0
Other accrued expenses | Foreign currency derivatives | Not Designated as Hedging Instrument
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Derivative Liabilities	0.3	0.4
Other accrued expenses | Interest rate swap contracts (2) | Designated as Hedging Instrument
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Derivative Liabilities	14.0	17.9
Other accrued expenses | Interest rate swap contracts (2) | Not Designated as Hedging Instrument
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Derivative Liabilities	2.1	2.6
Other assets | Interest rate swap contracts (2) | Designated as Hedging Instrument
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Derivative Assets	0.0	0.0
Other assets | Interest rate swap contracts (2) | Not Designated as Hedging Instrument
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Derivative Assets	$ 0.0	$ 0.0

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Commitments and contingencies - Additional Information (Detail)	6 Months Ended
	Jun. 30, 2021 site location claim
Other Commitments [Line Items]
Number of locations impacted by environmental laws and regulations | location	126
Number of company owned/occupied sites requiring environmental remediation work	106
Number of non owned sites liable for a share of clean-up	20
Minimum
Other Commitments [Line Items]
Environmental project, term	2 years
Maximum
Other Commitments [Line Items]
Number of asbestos-related claims (fewer than) | claim	227
Environmental project, term	30 years

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Commitments and contingencies - Changes in Total Environmental Liabilities (Detail) $ in Millions	6 Months Ended
	Jun. 30, 2021 USD ($)
Accrual for Environmental Loss Contingencies [Roll Forward]
Environmental liabilities at beginning of period	$ 79.6
Revised obligation estimates	7.4
Environmental payments	(7.5)
Foreign exchange	(0.1)
Environmental liabilities at end of period	$ 79.4

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Commitment and contingencies - Environmental Liabilities Balance Sheet Information (Details) - USD ($) $ in Millions	Jun. 30, 2021	Dec. 31, 2020
Other accrued expenses
Other Commitments [Line Items]
Current environmental liabilities	$ 24.4	$ 26.5
Other long-term liabilities
Other Commitments [Line Items]
Long-term environmental liabilities	$ 55.0	$ 53.1

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Leasing - Assets and liabilities, lessee (Details) - USD ($) $ in Millions	Jun. 30, 2021	Dec. 31, 2020
Assets
Operating lease assets	$ 154.8	$ 161.0
Finance lease assets	93.2	100.3
Total lease assets	248.0	261.3
Current liabilities:
Current portion of operating lease liabilities	45.2	44.9
Current portion of finance lease liabilities	26.4	26.0
Noncurrent liabilities:
Operating lease liabilities	118.2	125.3
Finance lease liabilities	67.8	75.6
Total lease liabilities	$ 257.6	$ 271.8
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List]	us-gaap:OtherAssets	us-gaap:OtherAssets
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List]	us-gaap:OtherAssets	us-gaap:OtherAssets
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List]	us-gaap:AccountsPayableAndAccruedLiabilitiesCurrent	us-gaap:AccountsPayableAndAccruedLiabilitiesCurrent
Finance Lease, Liability, Current, Statement of Financial Position [Extensible List]	us-gaap:DebtCurrent	us-gaap:DebtCurrent
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List]	us-gaap:OtherLiabilitiesNoncurrent	us-gaap:OtherLiabilitiesNoncurrent
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List]	us-gaap:LongTermDebtNoncurrent	us-gaap:LongTermDebtNoncurrent
Finance lease right-of-use assets accumulated amortization	$ 66.3	$ 61.2

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Leasing - Lease cost in income statement (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
Lessee, Lease, Description [Line Items]
Operating Leases	$ 16.2	$ 14.0	$ 29.5	$ 27.7
Finance Leases	7.9	6.9	15.3	13.8
Total	24.1	20.9	44.8	41.5
Depreciation	7.0	5.9	13.4	12.1
Interest expense	0.9	1.0	1.9	1.7
Variable lease costs	0.6	0.2	0.9	0.4
Short-term lease costs	1.6	6.4	3.3	13.9
Total gross lease costs	26.3	27.5	49.0	55.8
Sublease income	0.5	0.6	1.1	1.2
Total net lease cost	25.8	26.9	47.9	54.6
Cost of goods sold (exclusive of depreciation)
Lessee, Lease, Description [Line Items]
Operating Leases	6.3	4.4	11.1	8.7
Finance Leases	0.0	0.0	0.0	0.0
Total	6.3	4.4	11.1	8.7
Outbound freight and handling
Lessee, Lease, Description [Line Items]
Operating Leases	2.6	1.4	3.8	2.7
Finance Leases	0.0	0.0	0.0	0.0
Total	2.6	1.4	3.8	2.7
Warehousing, selling and administrative
Lessee, Lease, Description [Line Items]
Operating Leases	7.3	8.2	14.6	16.3
Finance Leases	0.0	0.0	0.0	0.0
Total	$ 7.3	$ 8.2	$ 14.6	$ 16.3

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Leasing - Maturity of lease obligations (Details) - USD ($) $ in Millions	Jun. 30, 2021	Dec. 31, 2020
Operating Leases
2021	$ 26.6
2022	43.6
2023	31.9
2024	21.0
2025	13.2
2026 and After	49.4
Total lease payments	185.7
Less: Interest	22.3
Operating Lease, Liability	163.4
Finance Leases
2021	14.9
2022	26.9
2023	17.9
2024	14.3
2025	12.4
2026 and After	15.9
Total lease payments	102.3
Less: Interest	8.1
Finance lease obligations	94.2	$ 101.6
Total
2021	41.5
2022	70.5
2023	49.8
2024	35.3
2025	25.6
2026 and After	65.3
Total lease payments	$ 288.0

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Leasing - Lease term and discount rate (Details)	Jun. 30, 2021	Dec. 31, 2020
Weighted-average remaining lease term (years)
Operating leases	5 years 10 months 24 days	6 years
Finance leases	6 years	6 years 3 months 18 days
Weighted-average discount rate
Operating leases	4.42%	4.68%
Finance leases	3.73%	3.83%

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Leasing - Other information (Details) - USD ($) $ in Millions	6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020
Leases [Abstract]
Operating cash flows from operating leases	$ 28.1	$ 27.3
Operating cash flows from finance leases	1.9	1.6
Financing cash flows from finance leases	$ 13.6	$ 12.1

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Segments (Detail) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
Segment Reporting Information [Line Items]
Net sales	$ 2,394.1	$ 2,009.2	$ 4,549.5	$ 4,220.4
Adjusted EBITDA	197.5	163.2	379.7	324.8
Long-lived assets	1,183.2	1,256.2	1,183.2	1,256.2
USA
Segment Reporting Information [Line Items]
Net sales	1,500.2	1,169.4	2,793.2	2,526.9
EMEA
Segment Reporting Information [Line Items]
Net sales	504.0	409.6	1,009.9	869.9
Canada
Segment Reporting Information [Line Items]
Net sales	238.6	331.5	461.3	617.3
LATAM
Segment Reporting Information [Line Items]
Net sales	151.3	98.7	285.1	206.3
Inter-segment
Segment Reporting Information [Line Items]
Net sales	(22.7)	(24.6)	(41.6)	(51.9)
Long-lived assets	21.5	40.3	21.5	40.3
Inter-segment | USA
Segment Reporting Information [Line Items]
Net sales	19.5	23.0	36.9	48.7
Inter-segment | EMEA
Segment Reporting Information [Line Items]
Net sales	1.9	0.9	2.7	1.7
Inter-segment | Canada
Segment Reporting Information [Line Items]
Net sales	1.3	0.7	2.0	1.5
Inter-segment | LATAM
Segment Reporting Information [Line Items]
Net sales	0.0	0.0	0.0	0.0
Operating Segments | USA
Segment Reporting Information [Line Items]
Net sales	1,519.7	1,192.4	2,830.1	2,575.6
Adjusted EBITDA	125.6	95.2	227.4	191.8
Long-lived assets	789.7	824.8	789.7	824.8
Operating Segments | EMEA
Segment Reporting Information [Line Items]
Net sales	505.9	410.5	1,012.6	871.6
Adjusted EBITDA	47.8	39.7	98.4	80.0
Long-lived assets	192.1	176.4	192.1	176.4
Operating Segments | Canada
Segment Reporting Information [Line Items]
Net sales	239.9	332.2	463.3	618.8
Adjusted EBITDA	25.0	25.2	51.3	52.5
Long-lived assets	142.8	185.8	142.8	185.8
Operating Segments | LATAM
Segment Reporting Information [Line Items]
Net sales	151.3	98.7	285.1	206.3
Adjusted EBITDA	13.3	11.0	28.9	19.3
Long-lived assets	37.1	28.9	37.1	28.9
Other/ Eliminations
Segment Reporting Information [Line Items]
Adjusted EBITDA	$ (14.2)	$ (7.9)	$ (26.3)	$ (18.8)

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Segments - Segment income statement information (Details) - USD ($) $ in Millions		3 Months Ended		6 Months Ended
		Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
Segment Reporting [Abstract]
Net income		$ 153.2	$ 1.8	$ 219.4	$ 57.7
Depreciation		37.3	40.4	81.1	82.1
Amortization		13.2	14.8	26.3	30.6
Interest expense, net		25.7	29.9	52.3	58.0
Income tax expense		27.0	11.6	44.6	11.3
Other operating expenses, net	[1]	29.9	24.8	74.1	55.2
Other income, net	[1]	(5.3)	22.7	(34.2)	2.3
Impairment charges		2.1	16.9	2.1	16.9
(Gain) loss on sale of business		(87.6)	0.0	(88.2)	8.6
Loss on extinguishment of debt		2.0	0.0	2.2	1.8
Brazil VAT charge		0.0	0.3	0.0	0.3
Adjusted EBITDA		$ 197.5	$ 163.2	$ 379.7	$ 324.8

[1] For the three and six months ended June 30, 2020, the fair value adjustment for warrants was reclassified to other income (expense), net, from other operating expenses, net, to conform to the current year presentation. Refer to “Note 2: Significant accounting policies” for more information.