unvr-20221231

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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Form 10-K

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

For the fiscal year ended December 31, 2022


☐			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

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Univar Solutions Inc.

(Exact name of registrant as specified in its charter)

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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

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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

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

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 has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

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

Aggregate market value of common stock held by non-affiliates of the registrant on June 30, 2022: $4.1 billion (see Item 12, under Part III hereof), based on a closing price of registrant’s common stock of $24.87 per share.

At February 17, 2023, 158,114,006 shares of the registrant’s common stock were outstanding.

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Documents Incorporated by Reference

Certain portions of the registrant’s Proxy Statement for the Annual Meeting of Stockholders to be held May 4, 2023 and to be filed within 120 days after the registrant’s fiscal year ended December 31, 2022 (hereinafter referred to as “Proxy Statement”) are incorporated by reference into Part III.

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Univar Solutions Inc.

Form 10-K

TABLE OF CONTENTS


Part I		Page
Item 1.	Business	6
Item 1A.	Risk Factors	14
Item 1B.	Unresolved Staff Comments	23
Item 2.	Properties	23
Item 3.	Legal Proceedings	23
Item 4.	Mine Safety Disclosures	23

Part II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	24
Item 6.	[Reserved]	25
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	26
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	39
Item 8.	Financial Statements and Supplementary Data	40
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	85
Item 9A.	Controls and Procedures	85
Item 9B.	Other Information	85
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	85

Part III
Item 10.	Directors, Executive Officers and Corporate Governance	86
Item 11.	Executive Compensation	86
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	86
Item 13.	Certain Relationships and Related Transactions, and Director Independence	86
Item 14.	Principal Account ant Fees and Services	86

Part IV
Item 15.	Exhibits and Financial Statement Schedules	86
Item 16.	Form 10-K Summary	91
Signatures		92

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SUPPLEMENTAL INFORMATION

In this Annual Report on Form 10-K, “Univar Solutions,” “Company,” “we,” “our” and “us” refer to Univar Solutions Inc., a Delaware corporation, and its subsidiaries included in the consolidated financial statements, except as otherwise indicated or as the context otherwise requires. Our fiscal year ends on December 31, and references to “fiscal” when used in reference to any twelve-month period ended December 31 refer to our fiscal years ended December 31. The term “GAAP” refers to accounting principles generally accepted in the United States of America.

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Forward-looking statements and information

Certain parts of this Annual Report on Form 10-K 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 Annual Report on Form 10-K 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 Annual Report on Form 10-K. 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 ability to solve customer technical challenges and accelerate product development cycles;

•our ability to sell specialty products at higher profit;

•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 public-health emergencies, 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 human capital management strategies;

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

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

•market conditions and outlook;

•return of capital to stockholders;

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

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

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

•delivery failures or hazards and risks related to our operations and the hazardous materials we handle, potential inability to obtain adequate insurance coverage;

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

•potential supply chain disruptions;

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

•potential cybersecurity incidents, including security breaches;

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

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

•an inability to generate sufficient working capital;

•transportation related challenges, including increases in transportation and fuel costs, changes in our relationship with third party transportation providers, and ability to attract and retain qualified drivers;

•accidents, safety failures, environmental damage, product quality issues;

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

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•challenges associated with international operations;

•exposure to interest rate and currency fluctuations;

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

•possible impairment of goodwill and intangible assets;

•our ability to attract or retain a qualified and diverse workforce;

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

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

•our ability to execute on our ability to execute on our initiatives and goals related to environmental, social, and governance (ESG) matters and the increasing legal and regulatory focus on ESG; and

•the other factors described in “Risk Factors” in Item 1A of this Annual Report on Form 10-K.

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PART I

ITEM 1. BUSINESS

General

In 1924, George Van Waters and Nat Rogers opened a brokerage business in Seattle, Washington, buying and selling naval supplies, paint, raw materials and cotton linters. Nearly 100 years later, and after many different incarnations of the business, we closed our initial public offering in 2015. In 2019, we acquired Nexeo Solutions, Inc. (“Nexeo”), a leading global chemicals distributor. The acquisition expanded and strengthened our presence in North America and provided the opportunity to create the largest North American sales force in chemical and ingredients distribution.

Today we are a leading global distributor of commodity and specialty chemicals and ingredients, as well as a provider of value-added services, to customers across a wide range of diverse industries. We purchase chemicals and ingredients from producers worldwide to warehouse, repackage, blend, dilute, transport and sell those materials safely to nearly 100,000 customer locations across approximately 120 countries. We provide application development and technical advice to customers formulating new products and have a network of Solution Centers to support customer development activities. We operate an extensive worldwide chemical and ingredient distribution network, including approximately 9,700 employees and approximately 600 facilities, serviced by the following: approximately 4,900 tractors, tankers and trailers; and approximately 2,500 railcars, 120 rail and barge terminals and 20 deep sea terminals, focused on timely and safe delivery to a spectrum of customers, large and small. Our purpose is to help keep our communities healthy, fed, clean and safe.

Chemical and ingredient producers rely on us to safely warehouse, repackage, transport, market and sell their products as a way to expand their market access, enhance their geographic reach and lower their cost to serve and grow their business. Customers who purchase products and services from us benefit from a lower total cost of ownership, as they are able to simplify their sourcing process by outsourcing functions to us, such as “just-in-time delivery,” product availability and selection, packaging, mixing and blending. They also rely on us for safe and secure delivery and the off-loading of chemicals, compliant with increasing local and federal regulations. Additionally, customers and suppliers depend on our deep end market knowledge and technical expertise to provide formulation and recipe development services to help meet the latest market trends and adhere to regulatory requirements across our global network of Solution Centers.

The effects of market conditions on our operations are discussed in Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

Recent Developments

In July 2022, we acquired Vicom Distribución Productos Quimicos, S.L. ("Vicom"), a leading regional specialty chemical distributor in Spain and Portugal.

In December 2021, we acquired Sweetmix Distribuidora de Materias Primas Industriais Ltda (“Sweetmix”), a food ingredients and coatings, adhesives, sealants and elastomers (“CASE”) specialty chemical distribution company in Brazil.

In April 2021, we sold the Distrupol business within our EMEA segment.

In December 2020, we acquired the business of Zhuhai Techi Chem Silicone Industry Corporation (“Techi Chem”), a leading distributor of specialty silicone solutions used primarily for the CASE market within the China marketplace.

At the beginning of the fourth quarter of 2020, we decided to wind down our Canadian Agriculture wholesale distribution business, which was operationally completed by December 31, 2020.

In November 2020, we sold our Canadian Agriculture services business and in September 2020, we sold our industrial spill and emergency response businesses.

See “Note 3: Business combinations” and “Note 4: Dispositions” in Item 8 of this Annual Report on Form 10-K for additional information regarding the acquisitions and dispositions noted above.

Segments

Our business is organized and managed in four geographical segments: 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. For additional information on our geographical segments, see “Note 20: Segments” in Item 8 of this Annual Report on Form 10-K.

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The following charts reflect the breakdown by segment of 2022 net sales of $11.5 billion and gross profit (exclusive of depreciation) of $2.8 billion.

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*See definition of gross profit (exclusive of depreciation) under “Non-GAAP Financial Measures” in Item 7 of this Annual Report on Form 10-K for more information.

USA

We are the largest commodity and specialty chemical and ingredient distributor in the United States (“US”). Our locations span the US, with personnel strategically located where customers and suppliers need them and ready to provide agile, reliable support for their businesses. We serve as a marketing and sales arm for our suppliers, helping to bring their chemicals and ingredients to market in a manner that creates additional value for our customers' end products. We blend, mix and repackage bulk chemicals for shipment by our transportation fleet, as well as common carriers, and utilize our network of terminal and supply locations to optimize bulk shipment deliveries. In the US, we use centralized shared information technology systems, raw materials procurement, logistics, route operations and producer relationship management in an effort to benefit from economies of scale and improve cost efficiency.

In addition to our broad commodity and specialties and services offerings, we distribute ingredients and provide specialized expertise. Leveraging our Solution Centers, we seek to provide value-added technical services such as formulation and recipe development, benchmark prototyping, product performance testing, chemical analysis, custom blending and other technical services.

Our offerings service a majority of the Life Sciences (formerly Consumer Solutions) and Industrial sectors in the US and specific end markets, which are discussed further below. Our sales force is organized through a combination of geographic and end market factors. Our bulk and local chemical distribution customers are serviced primarily by regional teams and our ingredients and specialties customers are serviced primarily by our end market and product-technically focused teams.

We believe our close proximity to customers, installed asset base, transportation and digital assets, and our extensive product knowledge and end market expertise, all serve as competitive advantages and provide sustainable value to our suppliers and customers.

EMEA

We maintain a strong presence in the United Kingdom and continental Europe with sales offices in 18 countries. This segment also includes two sales offices in the Middle East and Africa. Within this segment and where possible globally, we leverage centralized or shared information technology systems, raw materials procurement, logistics, route operations and producer relationships management to benefit from economies of scale and improve cost efficiency.

We support commodity and specialty chemical and ingredient distribution to customers primarily in our Industrial Solutions, Life Sciences and General Industrial end markets, with the heaviest focus in the CASE, food ingredients, beauty and personal care, pharmaceutical, and homecare and industrial cleaning submarkets. These strategies and customers are supported by Solution Centers throughout the EMEA region, with key centers of excellence locations in Paris, France and a state-of-the-art formulation laboratory opened in Essen, Germany in 2022.

Our technical sales force supports customers at a country level through strong end market expertise and key account management capabilities. We believe our scale and focused regional, industry and product expertise provide competitive advantages and sustainable value to our suppliers and customers.

Canada

We have distribution sites and Solution Centers located in all key geographies throughout Canada supporting commodity and specialty chemical and ingredient distribution across customers in our General Industrial, Industrial Solutions, Refining & Chemical Processing and Life Sciences end markets.

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More specifically, in Eastern Canada, we have deep product knowledge in submarkets such as food ingredients, beauty and personal care, pharmaceutical ingredients & finished products, CASE, chemical manufacturing, homecare and industrial cleaning and mining. In Western Canada, our submarket expertise in forestry and energy (e.g., midstream gas pipeline, oil sands processing and oil refining) further complements our broad offerings within the country.

Our sales force is deployed through specialized account management across Canada to serve our focused customer end markets within ingredients and specialties, and through a geographic sales district model to support the bulk and local chemical distribution end markets. We leverage shared information systems and technology within Canada.

LATAM

Our LATAM operations are regionally focused with distribution sites and Solution Centers located principally in Brazil, Mexico and Colombia. We work to meet the needs of our customers through a team of chemical sales, product management and supply chain professionals. As previously noted, our presence in Brazil grew in December 2021 with the acquisition of Sweetmix.

Our offerings support commodity and specialty chemical and ingredient distribution customers primarily in our General Industrial, Industrial Solutions and Life Sciences end markets, with submarkets largely focused on CASE, beauty and personal care, chemical manufacturing and food ingredients. We also provide formulation services for crop protection manufacturers in Brazil.

Products and End Markets

We source and inventory commodity and specialty chemicals and ingredients in large quantities such as barge loads, railcars or full truck loads directly from producers and break down the bulk quantities to repackage, market, sell and distribute smaller quantities to our customers.

In addition to selling and distributing commodity and specialty chemicals and ingredients, we use our transportation and warehousing infrastructure, along with our broad knowledge of chemicals and hazardous materials handling to provide important distribution and specialized services for our producers and our customers. We also have state-of-the-art Solution Centers at locations across the globe, consisting of formulation labs, development and research centers, and taste kitchens, with specialized industry expertise and innovative technical capabilities to help our customers address their technical challenges and accelerate product development cycles. At the heart of our business model are our technically trained professionals with deep industry experience.

Chemicals and Services

Chemicals and Services represent the largest portion of our business by sales, volume and gross profit (exclusive of depreciation). Our product portfolio principally includes a wide range of organic and inorganic chemistries, surfactants, inorganic compounds and general chemicals which are used extensively throughout most end markets. Investments in salesforce effectiveness systems are focused on a customer centric selling model, which coupled with our facility, transportation and digital asset bases, and our extensive supplier partnerships, all support growth within the chemicals distribution landscape.

Ingredients and Specialties

Ingredients and Specialties represent a more value added, higher-growth portion of the market tailored to specific end market requirements. For each Ingredients and Specialties market, we have dedicated sales, marketing, product management and technical professionals with deep industry knowledge of individual submarkets like food ingredients or pharmaceuticals, serving approximately 500 strategic specialty chemical suppliers and approximately 42,000 customer locations. These specialty products are typically sold in lower volumes, but at a higher gross profit (exclusive of depreciation) than commodity products. We believe growth can be achieved by leveraging salesforce effectiveness, delivering solutions through industry expertise, technical capabilities, formulation support and our comprehensive supply chain infrastructure.

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The following charts reflect the breakdown of 2022 net sales and gross profit (exclusive of depreciation) for Chemicals and Services as compared to Ingredients and Specialties.

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*See definition of gross profit (exclusive of depreciation) under “Non-GAAP Financial Measures” in Item 7 of this Annual Report on Form 10-K for more information.

Our collective product portfolio serves the following end markets: Industrial Solutions, Life Sciences, General Industrial, Services & Other Markets and Refining & Chemical Processing. A further description of these end markets, and the respective submarkets, is as follows:

Industrial Solutions

•Coating, adhesives, sealants and elastomers ("CASE" as previously defined). We sell resins, pigments, solvents, thickeners, dispersants and other additives used to make paints, inks and coatings. Our product line includes epoxy resins, polyurethanes, titanium dioxide, fumed silica, esters, plasticizers, silicones and specialty amines.

•Homecare & industrial cleaning. We offer an extensive range of quality ingredients for cleaners, detergents and disinfectant products. We distribute chemicals manufactured by many of the industry’s leading producers of enzymes, surfactants, solvents, dispersants, thickeners, bleaching aides, builders, sealants, acids, alkalis and other chemicals that are used as ingredients and processing aids in the manufacturing of cleaning and sanitation products.

•Lubricants & metalworking. Our broad and diverse range of products includes base stocks and performance-enhancing additives for both lubricants and metalworking fluids.

Life Sciences

•Beauty & personal care. We are a full-line distributor in the beauty and personal care industry, providing a wide variety of specialty and basic chemicals and ingredients used in skin and hair care products.

•Food ingredients. We distribute a diverse portfolio of commodity and specialty products that are sold into the food industry. The major food and beverage markets we serve are meat processing, baked goods, dairy, grain mill products, processed foods, carbonated soft drinks, fruit drinks and alcoholic beverages.

•Pharmaceutical ingredients & finished products. Our portfolio includes products along the medicinal production chain, where we offer a broad portfolio of excipients, solvents, reactants, active pharmaceutical ingredients and intermediates to pharmaceutical ingredient producers.

General Industrial

•Chemical manufacturing. We distribute a full suite of chemical products in support of the chemical manufacturing industry (organic, inorganic and polymer chemistries).

•Industrial & municipal water treatment. We provide the chemistries and products used to sanitize, balance and supplement municipal and industrial water.

•Forestry, lumber & paper. We serve the forest industry in the US and Canada, supplying a complete range of chemical products for use at all stages of production, from sap stain prevention to pulp and paper manufacturing.

•Mining. Within the mining industry in the US and Canada, we provide the chemistries necessary to leach ore body, mitigate dust, as well as balance and manage tailing ponds and mining water sources.

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Services & Other Markets

•Chemical waste removal. Our ChemCare waste management business collects both hazardous and non-hazardous waste products at customer locations in the US and Canada, and then works with select vendors in the waste disposal business to safely transport these materials to licensed third party treatment, storage and disposal facilities.

•Specialized Formulation and Blending. Leveraging our technical expertise, we work to utilize our blending and mixing capabilities to create specialty chemical formulations to meet specific customer performance demands for products.

Refining & Chemical Processing

•Midstream & downstream. We provide chemicals to midstream pipeline and downstream refinery operators primarily in the US and Canada.

•Upstream oil & gas. We provide chemicals and services to offshore production, the Canadian Oil Sands and the shale hydraulic-fracturing sector by delivering various chemistries which aid in oil extraction and waste management.

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Suppliers

We source materials from approximately 1,800 producers around the globe and we typically maintain relationships with multiple producers in order to protect against disruption in supply and distribution logistics, as well as to ensure competitive pricing of our supply. For the year ended December 31, 2022, our ten largest producers accounted for approximately 41% of our total chemical purchases.

Distribution Channels

We have multiple channels to market, including both warehouse delivery and direct-to-consumer delivery. The principal determinants of the way a customer is serviced include the size, scale and level of customization of a particular order, the nature of the product and the customer, and the location of the product inventories. Our logistics and supply chain expertise allows us to service a wide range of customers by offering multiple package sizes and assistance with unique special handling requirements, safety and quality specifications.

Warehouse distribution

Our warehouse distribution infrastructure is the core of our operations and connects large producers with smaller volume customers whose consumption patterns tend to make them uneconomical to be served directly by producers. As a result, the core customer serviced via our warehouses is a small or medium-volume consumer of chemicals and ingredients. We purchase chemicals and ingredients in truck load or larger quantities from producers based on contracted demands of our customers and our estimates of anticipated customer purchases. Once received, products are stored in one or more of our distribution facilities for sale and distribution in smaller, less-than-truckload quantities to our customers. Our warehouses have various facilities for services such as repackaging, blending and mixing to create specialized solutions needed by our customers in ready-to-use formulations.

Direct distribution

In direct distribution, we sell and service large quantity purchases that are shipped directly from producers through our logistics infrastructure, which provides our customers with sourcing and logistics support services for inventory management and delivery.

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Competition

The chemical and ingredient distribution and service markets are highly competitive. Most of the products that we distribute are made to standard specifications and are either produced by or available from multiple sources. Furthermore, chemical and ingredient distribution itself is a fragmented market in which only a small number of competitors have substantial international operations. Our principal international competitors are Brenntag SE, IMCD NV, Barentz International NV and Azelis Group NV, each of which have differentiating strengths across regions and not all of whom have the ability to serve all of the end markets in which we operate. Many other chemical and ingredient distributors focus on a more limited geographic region or smaller subset of products, building strong relationships with local producers and customers that may give them a competitive advantage in their local market.

Chemical and ingredient producers may also sell their products through a direct sales force, digital marketplace or multiple chemical distributors, limiting their use of third party distributors, particularly with respect to higher margin products, or partnering with other chemical and ingredient producers for distribution, each of which could impact our competitive position.

We compete on the basis of service, on-time delivery, packaging type, product breadth and availability, product and market knowledge and insights, safety and environmental compliance, global reach, product price, as well as our ability to provide certain additional value-added services through our comprehensive suite of solution-based offerings.

Human Capital Resources

We recognize that our people represent our most important asset. As part of our effort to drive continued growth and increased profitability, we are intently focused on building a place that attracts and retains top talent and develops the skills necessary to drive differentiation for our business. The below data provides a snapshot of our employee and management demographics as of December 31, 2022:


Employees*			People Managers*	1,753
USA	5,498		Male	66	%
EMEA	2,193		Female	34	%
Canada	757		Elected to not self-identify gender	<1%
LATAM	1,298		Ethnically Diverse (US only)	21	%
Total	9,746

Male	63	%	Executive Officers*
Female	36	%	Male	75	%
Elected to not self-identify gender	<1%		Female	25	%

			Labor force covered by a collective bargaining agreement
			USA	12	%
			EMEA	46	%
			Canada	24	%

(*)Information based on self-identification data.

We have developed key recruitment and retention strategies that guide our human capital management approach as part of the overall management of our business. These strategies are advanced through a number of programs and initiatives as outlined below:

Employee Total Rewards and Wellbeing

Our total rewards programs are designed to align the compensation of our employees with their performance and to provide appropriate incentives to attract, retain and motivate employees to achieve superior results. We provide employee wages that are competitive and consistent with employee positions, skill levels, experience, knowledge and geographic location. Full-time US employees are eligible for health, dental and vision insurance, paid and unpaid leaves, a 401(k) plan and life and disability/accident insurance coverage. Employees outside of the US are eligible for a variety of supplemental benefits based on local market practices and all employees worldwide are eligible for an employee assistance program and other well-being programs. We periodically benchmark our total rewards offerings externally to ensure we remain competitive.

Training and Development

All employees have access to on-demand learning resources for their own professional development on a range of diverse topics such as digital transformation skills, professional effectiveness, diversity, equity and inclusion, business skills, productivity, collaboration tools and leadership development. Our internal program offerings range from multi-day, instructor-

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led trainings to short, on-demand eLearning programs. As appropriate, additional training hours are delivered and monitored locally, often focusing on material handling and safety for specific roles. The Company's guiding principles and cultural values are incorporated into our Code Handbook, to which all employees certify annually.

Employee Engagement

We regularly conduct confidential employee engagement surveys and focus groups. The feedback gathered from these surveys and focus groups helps guide our decision-making and strategic initiatives. In 2022, at least 85% of our global employee population participated in one or more of these feedback channels, sharing their sentiments on key aspects of working at the Company. The engagement survey results are shared in aggregate with managers, who are then tasked with taking action based on employee feedback. In doing so, our goal is to drive year-over-year improvement in employee engagement, which we believe will deliver qualitative and quantitative benefits for our Company.

Health and Safety

We are serious about safety, which is a key area of focus across our global operations. Specific initiatives include, among others, data driven and causality-based accident prevention work, improved process and facility controls, mandatory general education and role specific safety training, joint management-worker health and safety committees, safety audits, incident investigation and improvement measures. 2022 was our safest year on record with a Total Case Incident Rate (TCIR), the rate of recordable injuries per 200,000 hours worked, of 0.33, compared with 0.40 in 2021 and ahead of our 2025 target of 0.38.

Diversity, Equity & Inclusion

We are committed to fostering a safe, collaborative, supportive and respectful environment that values diverse perspectives, mitigates unconscious bias and enables a culture where employees are able to bring their authentic self to work. In the past year we maintained our score of 100 on the Human Rights Campaign Corporate Equality Index, increased the favorability rating of our inclusive culture amongst our salaried employee population, increased the number of female people managers globally and increased the number of ethnically diverse people managers in the USA. We use our global inclusion councils to help hold ourselves accountable for progress and drive decision-making for the unique needs of our diverse employee groups. Additionally, we seek to drive greater employee engagement, create education opportunities, and instill a greater sense of community through the efforts of our eight Employee Resource Networks.

As a July 2020 signatory of CEO Action for Diversity & Inclusion TM (CEO Action) coalition, we have pledged to take action designed to foster a safe, collaborative, supporting and respectful environment. We are committed to fostering equality and equity across our Company and have a zero-tolerance policy for discrimination and harassment. In accordance with this policy, we strive to recruit and hire employees based on qualifications and fit for a job and without regard to race, religion, nationality, gender, age, disability, sexual orientation or any other status protected by law. We also have systems under which employees can report incidents confidentially or anonymously without fear of reprisal.

Regulatory Matters

We operate in a number of jurisdictions and are subject to numerous international, federal, state and local laws and regulations covering a wide variety of subject matters. We are subject to extensive environmental, health and safety laws and regulations in multiple jurisdictions because we blend, manage, handle, store, sell, transport and arrange for the disposal of chemicals, hazardous materials and hazardous waste. These include, without limitation, laws regulating discharges of hazardous substances into the soil, air and water, blending, managing, handling, storing, selling, transporting and disposing of hazardous substances, investigation and remediation of contaminated properties and protecting the safety of our employees and others. Some of these laws and regulations include the Comprehensive Environmental Response, Compensation and Liability Act ("CERCLA" or "Superfund"), the Toxic Substances Control Act ("TSCA"), the Resource Conservation and Recovery Act ("RCRA") and Registration, Evaluation, Authorization and Restriction of Chemicals ("REACH"), among others. Some of our operations are required to hold environmental permits and licenses to be compliant and certain of our services businesses are also impacted by these laws.

In addition to environmental laws and regulations, we are subject to various other laws and regulations around the world. For example, our business is subject to competition laws in the various jurisdictions where we operate, including the Sherman Antitrust Act and related federal and state antitrust laws in the US, as well as similar foreign laws and regulations. These laws and regulations generally prohibit competitors from fixing prices, boycotting competitors or engaging in other conduct that unreasonably restrains competition, and such laws and regulations may impact potential business relationships or transactions with third parties in the future. We are also required to comply with increasingly complex and changing laws and regulations enacted to protect business and personal data in Europe, the US and other jurisdictions regarding privacy, data protection and data security, including those related to the collection, storage, use, transmission and protection of personal information and other consumer, customer, vendor or employee data. Further, an increasing number of laws and regulations focused on hazardous products and substances could also impact our ability to distribute and sell certain products or require significant capital expenditures to meet regulatory requirements. With respect to the laws and regulations noted above, as well as other

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applicable laws and regulations, our compliance programs may under certain circumstances involve material investments in the form of additional processes, training, personnel, information technology and capital.

Information related to government regulation applicable to our business is included in this Annual Report on Form 10-K, including: (i) Part I, Item 1A, "Risk Factors"; (ii) Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and (iii) “Note 2: Significant accounting policies” and “Note 18: Commitments and contingencies” in Item 8 of this Annual Report on Form 10-K.

Sustainability

We expect that there will be a continued increase in demand for products, systems and services that meet growing customer and societal sustainability standards, expectations and preferences. We recognize that our ability to continue to provide these products and services requires our business to further advance environmentally and socially responsible means of operating, reflecting the challenges and opportunities presented through increased legal requirements, climate parameters and market developments.

We are focused on demonstrating our commitment to these expectations through our global sustainability goals, which help us focus on reducing our contribution to global climate change while addressing remediation, reducing resource use, progressing responsible sourcing and bringing more sustainable solutions to market. In 2018, we became a signatory to the United Nations Global Compact, reaffirming our ongoing commitments to responsible business, and in 2019 adopted ‘Advancing a Circular Economy’ as a goal to 2021. In 2021, we developed and shared longer term Environmental, Social and Governance (“ESG”) goals to 2025, 2030 and 2050. Throughout 2022 we continued to implement our strategies to drive progress on these goals.

We incorporate ESG initiatives into our business values and priorities of safety, sustainability and value creation. We continually strive to improve our industry leading safety record, reduce our environmental impact and increase transparency. In 2022, we demonstrated our ongoing commitment to ESG practices and our purpose to help keep our communities healthy, fed, clean and safe with net sales of 8% related to food ingredients, 7% related to homecare and industrial cleaning, 5% related to pharmaceutical ingredients and finished products, 4% related to industrial and municipal water treatment and 2% related to chemical waste removal. In 2022, we dedicated resources to supporting our customers on their sustainability journeys, enhanced our sustainable and natural products portfolio and focused on developing sustainable formulations and services.

Intellectual Property

We consider intellectual property, particularly trade secrets and know-how, as important to our success. We hold some patents and own numerous trademarks in multiple jurisdictions. Further, we have various patent and trademark applications pending in jurisdictions worldwide. Although we consider our patents, trademarks, copyrights and trade secrets to constitute valuable assets, we do not regard any of our businesses as being materially dependent upon an individual patent, trademark, copyright or trade secret.

Significant Customers

No single customer accounted for 10% or more of net sales in any of the years presented.

Other

No material part of our business is subject to renegotiation of profits or termination of contracts or subcontracts at the election of any government.

Information about our Executive Officers

See Part III, Item 10, "Directors, Executive Officers and Corporate Governance".

Available Information

We maintain a website at www.univarsolutions.com and make available free of charge at this website our Annual Report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and all amendments to those reports as soon as reasonably practicable after they are electronically filed with or furnished to the SEC. Our Corporate Governance Guidelines, our Code Handbook, our Officers Code of Ethics and the charters of the Audit, Compensation and Governance & Corporate Responsibility Committees of our Board of Directors also are available on our website, where they can be printed free of charge. The information on our website is not, and will not be deemed to be, a part of this Annual Report on Form 10-K, or incorporated into any of our other filings with the SEC, except where we expressly incorporated such information. If you wish to receive a paper copy of any exhibit to our reports filed with or furnished to the SEC, the exhibit may be obtained by writing to: Corporate Secretary, Univar Solutions Inc., 3075 Highland Parkway Suite 200, Downers Grove, Illinois 60515.

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Dissemination of Company Information

We intend to make future announcements regarding Company developments and financial performance through our website, www.univarsolutions.com, as well as through press releases, filings with the Securities and Exchange Commission, conference calls and webcasts.

ITEM 1A. RISK FACTORS

The following are certain risk factors that could affect our business, financial condition and results of operations. These risk factors should be considered along with the forward-looking statements contained in this Annual Report on Form 10-K because these factors could cause our actual results or financial condition to differ materially from those projected in forward-looking statements. Although the risks are organized by headings, and each risk is discussed separately, many are interrelated. The following discussion is not an all-inclusive listing of risks, although we believe these are the more material risks that we face. If any of the following occur, our business, financial condition and results of operations could be adversely affected.

Business and Economic Risks

We are affected by general economic conditions, particularly fluctuations in industrial production and consumption, and an economic downturn could adversely affect our business, financial condition and results of operations.

We sell chemicals that are used in manufacturing processes and as components of or ingredients in other products. Our sales are correlated with and affected by fluctuations in the levels of industrial production, manufacturing output and general economic activity. Producers of commodity and specialty chemicals are likely to reduce their output in periods of significant contraction in industrial and consumer demand, while demand for the products we distribute depends largely on trends in demand in the end markets our customers serve. A majority of our sales are in North America and Europe and our business is therefore susceptible to downturns in those economies, as well as, to a lesser extent, the economies in the rest of the world.

Our profit margins, as well as overall demand for our products and services, could decline as a result of a large number of factors outside our control, including the impact of pandemics and other public-health emergencies, economic recessions, reduced customer demand (whether due to changes in production processes, consumer preferences, the industries in which the customer operates, laws and regulations affecting the chemicals industry and the manner in which they are enforced, or other factors), inflation, fluctuations in interest and currency exchange rates, and changes in the fiscal or monetary policies of governments in the regions in which we operate. For example, the COVID-19 pandemic caused growth in certain of our end markets, such as in homecare and industrial cleaning and pharmaceuticals, while other end markets, such as the upstream refining market, were materially and adversely affected.

General economic conditions and macroeconomic trends, as well as the creditworthiness of our customers, could affect overall demand for chemicals. Any overall decline in the demand for chemicals could significantly reduce our sales and profitability. If the creditworthiness of our customers declines, we would face increased credit risk. In addition, volatility and disruption in financial markets could adversely affect our sales and results of operations by limiting our customers’ ability to obtain financing necessary to maintain or expand their own operations.

A historical feature of past economic weakness has been significant destocking of inventories, including inventories of chemicals used in industrial and manufacturing processes. It is possible that an improvement in our net sales in a particular period may be attributable in part to restocking of inventories by our customers and represent a level of sales or sales growth that will not be sustainable over the longer term. Further economic weakness could lead to insolvencies among our customers or producers, as well as among financial institutions that are counterparties on financial instruments or accounts that we hold. Any of these developments could have a material adverse effect on our business, financial condition and results of operations.

Significant changes in the business strategies of producers or in the operations of our customers could adversely affect our business, financial condition and results of operations.

Significant changes in the business strategies of producers could disrupt our supply. Large chemical manufacturers may elect to sell certain products (or products in certain regions) directly to customers or utilize digital marketplaces, bypassing distributors such as us. While we do not believe that our results depend materially on access to any individual producer’s products, a reversal of the trend toward more active use of distributors would likely result in increasing margin pressure or products becoming unavailable to us.

In addition, unpredictable events may have a significant impact on the industries in which many of our customers operate, reducing demand for products that we normally distribute in significant volumes. Significant disruptions of supply and disruptions in customer industries could have a material adverse effect on our business, financial condition and results of operations.

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The markets in which we operate are highly competitive and we may not be able to compete successfully.

The chemical and ingredient distribution and services market is highly competitive. Chemicals can be purchased from a variety of sources, including traders, brokers, wholesalers and other distributors, as well as directly from producers. Many of the products we distribute or finish are essentially fungible with products offered by our competitors, including emerging competitors. The competitive pressure we face is particularly strong in sectors and markets where local competitors have strong positions or where new competitors can easily enter. Increased competition from distributors of products similar to or competitive with ours could result in price reductions, reduced margins and a loss of market share.

We expect to continue to experience significant and increasing levels of competition in the future. We must also compete with smaller companies that have been able to develop strong local or regional customer bases. In certain countries, some of our competitors are more established, benefit from greater name recognition and have greater resources within those countries than we do.

Consolidation of our competitors in the markets in which we operate could place us at a competitive disadvantage and reduce our profitability.

We operate in an industry that is highly fragmented on a global scale, but in which there has been a trend toward consolidation in recent years. Consolidation of our competitors may also further enhance their financial position, provide them with the ability to offer more competitive prices to customers for whom we compete and allow them to achieve increased efficiencies in their consolidated operations that enable them to more effectively compete for customers. This may jeopardize the strength of our positions in one or more of the markets in which we operate and any advantages we currently enjoy due to the comparative scale of our operations. Losing some of those advantages could adversely affect our business, financial condition and results of operations, as well as our growth potential.

Disruption of our supply chain due to various acute or severe causes could have an adverse effect on our business, financial condition and results of operations.

In coordination with our suppliers, our ability to move and sell products is critical to our success. Damage or disruption to our collective supply or distribution capabilities resulting directly or indirectly from pandemics and other public-health emergencies, labor shortages, border closures, natural disasters, weather and physical climate change related events, lack of transportation capacity, increased fuel expenses, global trade flow disruption, increased airport and shipping port congestion, climate change, plant downtime (whether our own or others’), power outages, explosions, information technology system and/or network disruptions, terrorism, strikes or other labor unrest, or other reasons could seriously harm our operations, as well as the operations of our customers and suppliers. Failure to take adequate steps to reduce the likelihood or mitigate the potential impact of any of these events, or to effectively manage such events if they occur, could have a negative impact on our business, results of operations, financial condition and cash flows.

Some of the foregoing examples are hypothetical, but others have been or are being experienced by the Company. For example, during 2020 and 2021, the COVID-19 pandemic, weather events and supply constraints impacted, and we expect will continue to impact, our operations. The combination of supplier shut-downs, port congestion, acute pandemic recovery demand and the Russia-Ukraine conflict have resulted in sustained supply chain constraints, product shortages and chemical price inflation. In some instances, we have placed certain of our products on allocation due to limited supplies.

The prices and costs of the products we purchase may be subject to large and significant price increases. We might not be able to pass such cost increases through to our customers. We could experience financial losses if our inventories of one or more chemicals exceed our sales and the price of those chemicals decreases significantly while in our inventories or if our inventories fall short of our sales and the purchase price of those chemicals increases significantly.

We purchase and sell a wide variety of chemicals, the price and availability of which may fluctuate, and may be subject to large and significant price increases. For example, ongoing shortages across a range of chemicals and ingredients have generally led to fluctuations in chemical prices globally. Many of our contracts with producers include chemical prices that are not fixed or are tied to an index, which allows our producers to change the prices of the chemicals we purchase as the price of the chemicals fluctuates in the market. Changes in chemical prices affect our net sales and cost of goods sold, as well as our working capital requirements, levels of debt and financing costs. We might not always be able to reflect increases in our chemical costs, transportation costs and other costs in our own pricing. Any inability to pass cost increases onto customers may adversely affect our business, financial condition and results of operations.

In order to meet customer demand, we typically maintain significant inventories, and we are therefore subject to a number of risks associated with our inventory levels, including the following:

•declines in the prices of chemicals that are held by us;

•the need to maintain a significant inventory of chemicals that may be in limited supply and therefore difficult to procure;

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•buying chemicals in bulk for the best pricing and thereby holding excess inventory;

•responding to the fluctuating demand for chemicals;

•cancellation of customer orders; and

•responding to customer requests for rapid delivery.

In order to manage our inventories successfully, we must estimate demand from our customers and purchase chemicals that substantially correspond to that demand. If we overestimate demand and purchase too much of a particular chemical, we face a risk that the price of that chemical will fall, leaving us with inventory that we cannot sell profitably or have to write down such inventory from its recorded value. If we underestimate demand and purchase insufficient quantities of a particular chemical and prices of that chemical rise, we could be forced to purchase that chemical at a higher price and forego profitability in order to meet customer demand. Our business, financial condition and results of operations could suffer a material adverse effect if either or both of these situations occur frequently or in large volumes.

We require significant working capital, and we expect our working capital needs to increase in the future, which could result in having lower cash available for, among other things, capital expenditures and acquisition financing.

We require significant working capital to purchase chemicals from chemical producers and distributors and sell those chemicals efficiently and profitably to our customers. Our working capital needs may increase if the price of products we purchase and inventory increase. Our working capital needs also increase at certain times of the year, as our customers’ requirements for chemicals increase. We need inventory on hand to have product available to ensure timely delivery to our customers. If our working capital requirements increase and we are unable to finance our working capital on terms and conditions acceptable to us, we may not be able to obtain chemicals to respond to customer demand, which could result in a loss of sales.

In addition, the amount of working capital we require to run our business is expected to increase in the future due to expansions in our business activities. Disruptions in our supply chain could also create the need to invest additional working capital in on-hand inventory than in prior years. If our working capital needs increase, the amount of free cash we have at our disposal to devote to other uses will decrease. A decrease in free cash could, among other things, limit our flexibility, including our ability to make capital expenditures and to acquire suitable acquisition targets that we have identified. If increases in our working capital occur and have the effect of decreasing our free cash, it could have a material adverse effect on our business, financial condition and results of operations.

We depend on transportation assets, some of which we do not own, in order to deliver products to our customers.

Although we maintain a significant portfolio of owned and leased transportation assets, including trucks, trailers and rail cars, we also rely on transportation and warehousing provided by third parties (including common carriers and rail companies) to deliver products to our customers. Our access to third party transportation is not guaranteed, and we may be unable to transport chemicals at economically attractive rates in certain circumstances, particularly in cases of adverse market conditions or disruptions to transportation infrastructure. In addition, we could face a challenge with attracting and retaining qualified drivers primarily due to intense market competition, which may subject us to increased payments for driver compensation. If we are unable to continue to attract and retain a sufficient number of drivers, we could face difficulty meeting customer orders or be forced to forego business that would otherwise be available to us, which could adversely affect our profitability and ability to maintain or grow our business. We are also subject to increased costs that we may not always be able to recover from our customers, including fuel prices, as well as charges imposed by common carriers, leasing companies and other third parties involved in transportation.

Accidents, safety failures, environmental damage, product quality issues, delivery failures or hazards and risks related to our operations and the hazardous materials we blend, manage, handle, store, sell, transport or dispose of could damage our reputation and result in substantial damages or remedial obligations.

Our business depends to a significant extent on our customers’ and producers’ trust in our reputation for reliability, quality, safety and environmental responsibility. Actual or alleged instances of safety deficiencies, mistaken or incorrect deliveries, inferior product quality, exposure to hazardous materials resulting in illness, injury or other harm to persons, property or natural resources, or of damage caused by us or our products, could damage our reputation and lead to customers and producers curtailing the volume of business they do with us. Also, there may be safety, personal injury or other environmental risks related to our products which are not known today. Any of these events, outcomes or allegations could also subject us to substantial legal claims, and we could incur substantial expenses, including legal fees and other costs, in defending such legal claims, which could materially impact our financial position and results of operations.

Actual or alleged accidents or other incidents at our facilities or that otherwise involve our personnel or operations could also subject us to claims for damages by third parties. Because many of the chemicals that we handle are dangerous, we are subject to the ongoing risk of hazards, including leaks, spills, releases, explosions and fires, which may cause property damage, illness, physical injury or death. We sell products used in hydraulic fracturing, a process that involves injecting water, sand and chemicals into subsurface rock formations to release and capture oil and natural gas. The use of such hydraulic fracturing fluids

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by our customers may result in releases that could impact the environment and third parties. Several of our distribution facilities are located near, and our transportation routes could take us through, high-density population centers. If any such events occur, whether through our own fault, through preexisting conditions at our facilities, through the fault of a third party or through a natural disaster, terrorist incident or other event outside our control, our reputation could be damaged significantly. We could also become responsible, as a result of environmental or other laws or by court order, for substantial monetary damages or expensive investigative or remedial obligations related to such events, including but not limited to those resulting from third party lawsuits or environmental investigation and cleanup obligations on and off-site. The amount of any costs, including fines, damages and/or investigative and remedial obligations, that we may become obligated to pay under such circumstances could substantially exceed any insurance we have to cover such losses.

Any of these risks, if they materialize, could have a material adverse effect on our business, financial condition and results of operations.

Our business exposes us to significant risks, not all of which are covered by insurance.

Because we are engaged in the blending, managing, handling, storing, selling, transporting and disposing of chemicals, chemical waste products and other hazardous materials, product liability, health impacts, fire damage, safety, cyber security and environmental risks are significant concerns for us. We are also exposed to present and future chemical exposure claims by employees, contractors on our premises and other persons located nearby, as well as related workers' compensation claims. Although we carry insurance to protect us against many risks involved in the conduct of our business, we do not insure against all such risks and the insurance we carry is subject to limitations, including exclusions, deductibles and coverage limits. Due to the variable condition of the insurance market, we have experienced and may experience in the future, increased deductible retention levels and increased premiums. We also may be unable to obtain at commercially reasonable rates in the future adequate insurance coverage for the risks we currently insure against, and certain risks are or could become completely uninsurable or eligible for coverage only to a reduced extent. Increased insurance premiums or the occurrence of significant uncovered losses could have a material adverse effect on our business, financial condition and results of operations.

Changes in tax laws may materially adversely affect our business, prospects, financial condition and operating results.

New income, sales, use, product or other tax laws, statutes, rules, regulations or ordinances could be enacted at any time, which could adversely affect our business, financial condition and results of operations. Further, existing tax laws, statutes, rules, regulations or ordinances could be interpreted, changed, modified or applied adversely to us. Recently enacted changes to the US federal tax regime could impact our tax liability and cash tax payments. Most notably, in July 2022 excise taxes were imposed on a number of commodity chemical products impacting our overall costs.

Our businesses are subject to income taxation in the US as well as internationally. The Company’s operations are subject to multiple, and sometimes conflicting tax laws and regulations. Recently, many countries have adopted, or are considering revisions to their existing tax laws based on recommendations issued by the Organization for Economic Co-operation and Development/G20 Base Erosion and Profit Shifting Project. These changes could materially impact our tax liability because of our organizational structure and significant international operations.

We have in the past and may in the future make acquisitions, ventures and strategic investments, some of which may be significant in size and scope, which have involved in the past and will likely involve in the future numerous risks. We may not be able to address these risks without substantial expense, delay or other operational or financial problems.

Acquisitions or investments have involved in the past and will likely involve in the future various risks, such as:

•integrating the technologies, operations and personnel of any acquired business;

•the potential disruption of our ongoing business, including the diversion of management attention;

•the possible inability to obtain the desired financial and strategic benefits from the acquisition or investment;

•customer attrition arising from preferences to maintain redundant sources of supply;

•producer attrition arising from overlapping or competitive products;

•assumption of contingent or unanticipated liabilities or regulatory liabilities;

•dependence on the retention and performance of existing management and work force of acquired businesses for the future performance of these businesses;

•regulatory risks associated with acquired businesses (including the risk that we may be required for regulatory reasons to dispose of a portion of our existing or acquired businesses); and

•the risks inherent in entering geographic or product markets in which we have limited prior experience.

Future acquisitions and investments may need to be financed in part through additional financing from banks, through public offerings or private placements of debt or equity securities or through other arrangements, and could result in substantial cash expenditures. The necessary acquisition financing may not be available to us on acceptable terms if and when required, particularly if our debt leverage levels make it difficult or impossible for us to secure additional financing for acquisitions.

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Our balance sheet includes significant goodwill and intangible assets, the impairment of which could affect our future financial condition and results of operations.

We carry significant goodwill and intangible assets on our balance sheet. As of December 31, 2022, our goodwill and intangible assets totaled $2,288.2 million and $167.0 million, respectively. At least annually, the Company assesses goodwill for impairment. If testing indicates that goodwill is impaired, the carrying value is written down based on fair value with a charge against earnings. Weakened demand for a specific product line or business could result in an impairment. Intangible assets are amortized for book purposes over their respective useful lives and are tested for impairment if any event occurs or circumstances change that indicates that carrying value may not be recoverable. Accordingly, any determination requiring the write-off of a significant portion of goodwill or intangible assets could negatively impact the Company's financial condition and results of operations. See “Note 2: Significant accounting policies” in Item 8 of this Annual Report on Form 10-K for a discussion of our 2022 impairment review.

Risks Related to Technology

Our business could be seriously impacted by cybersecurity incidents, including security breaches.

Cyber-attacks or security breaches could compromise confidential, business critical information, private information including without limitation the personally identifiable information ("PII") of our employees or business partners, cause a disruption in the Company’s operations or harm the Company’s reputation. During the normal course of business, we have experienced and expect to continue to experience attempts to compromise our information technology and control systems, network infrastructure and other assets. To date, no cybersecurity incident or attack has had a material impact on our business or results of operations. Additionally, the increase in remote working as a result of the COVID-19 pandemic has resulted in increased cyber-security and fraud risks. There can be no assurance that the Company's cyber-security programs, procedures, controls and intelligence will be sufficient to prevent security breaches from occurring. Moreover such programs are costly to maintain and it is expected that such costs will increase over time. If any security breaches were to occur, they could lead to losses of sensitive information (including without limitation PII), critical infrastructure or capabilities essential to our operations and could have a material adverse effect on our reputation, financial position, results of operations or cash flows, and could result in claims being brought against us.

Risks Related to Our Indebtedness

Our level of indebtedness may adversely affect our business, financial condition and results of operations.

As of December 31, 2022, we had $2,465.8 million of total debt. Our level of indebtedness, as well as any additional debt or other obligations that we may incur in the future, may have material adverse effects on our business, financial condition and results of operations, and could have important consequences for holders of our common stock. Examples of potential issues associated with our level of indebtedness that could materially and adversely affect our business or financial condition include:

•our ability to satisfy obligations to lenders or noteholders may become impaired by downturns in our business or other factors, resulting in possible defaults on and acceleration of our indebtedness;

•additional financing for refinancing of existing indebtedness, working capital, capital expenditures, product and service development, acquisitions, general corporate purposes and other purposes may not be available when required on acceptable terms or at all;

•our assets that currently serve as collateral for our debt may be insufficient, or may not be available, to support future financings;

•a substantial portion of our cash flow from operations may need to be used to repay the principal and interest on our debt;

•we may be increasingly vulnerable to economic downturns and increases in interest rates;

•our flexibility in planning for and reacting to changes in our business and the markets in which we operate may be limited; and

•we may be placed at a competitive disadvantage relative to other companies in our industry with less debt or comparable debt with more favorable terms.

The agreements governing our indebtedness contain operating covenants and restrictions that limit our operations and could lead to adverse consequences if we fail to comply with them.

The agreements governing our indebtedness contain certain operating covenants and other restrictions relating to, among other things, limitations on indebtedness (including guarantees of additional indebtedness) and liens, mergers, consolidations and dissolutions, sales of assets, investments and acquisitions, dividends and other restricted payments, repurchase of shares of capital stock and options to purchase shares of capital stock and certain transactions with affiliates. In addition, our Senior ABL Facility includes a springing financial covenant as set forth in the governing agreement.

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Failure to comply with these financial and operating covenants could result from, among other things, changes in our results of operations, the incurrence of additional indebtedness, the pricing of our products, our success at implementing cost reduction initiatives, our ability to successfully implement our overall business strategy or changes in general economic conditions, many of which may be beyond our control. The breach of any of these financial and operating covenants could result in a default under the agreements that govern these facilities that would permit the lenders to declare all amounts outstanding thereunder to be due and payable, together with accrued and unpaid interest. If we are unable to repay such amounts, lenders having secured obligations could proceed against the collateral securing these obligations. This could have serious consequences on our business, financial condition and results of operations and could require us to engage in restructuring activities. In addition, these covenants may restrict our ability to engage in transactions that we believe would otherwise be in the best interests of our business and stockholders. We may also incur future debt obligations that might subject us to additional restrictive covenants that could affect our financial and operational flexibility.

Increases in interest rates would increase the cost of servicing our debt and could reduce our profitability.

Certain of our outstanding debt bears interest at variable rates. As a result, increases in interest rates would increase the cost of servicing our debt and could materially reduce our profitability and cash flows. As of December 31, 2022, approximately 78% of our debt is indexed to the London Inter-Bank Offered Rate ("LIBOR") or the Secured Overnight Financing Rate ("SOFR") as benchmarks for establishing rates and we hold other operational contracts, including leases, that are also indexed to LIBOR or SOFR.

The potential consequences to our current or future debt obligations and hedging instruments from the reform of LIBOR as it converts and is replaced with the SOFR implementation of alternative reference rates, and any interest rate transition process may adversely affect the cost of servicing our debt. For additional information on our indebtedness, debt service obligations and sensitivity to interest rate fluctuations, see “Quantitative and Qualitative Disclosures About Market Risk” in Item 7A of this Annual Report on Form 10-K.

We may have future capital needs and may not be able to obtain additional financing on acceptable terms, or at all.

We have historically relied on debt financing to fund our operations, capital expenditures and expansion. The macroeconomic conditions that affect the markets in which we operate, and our credit ratings, could have a material adverse effect on our ability to secure financing on acceptable terms, if at all. The terms of additional financing may limit our financial and operating flexibility, and if financing is not available when needed, or is not available on acceptable terms, we may be unable to take advantage of business opportunities or respond to competitive pressures, any of which could have a material adverse effect on our business, financial condition and results of operations.

If we raise additional funds through further issuances of equity, convertible debt securities or other securities convertible into equity, our existing stockholders could suffer significant dilution in their percentage ownership of our company, and any new securities we issue could have rights, preferences and privileges senior to those of holders of our common stock.

Litigation, Environmental and Regulatory Risk

As a result of our current and past operations, we are subject to extensive environmental, health and safety laws and regulations, which expose us to risks that could have a material adverse effect on our business, financial condition and results of operations.

We are subject to extensive environmental, health and safety laws and regulations in multiple jurisdictions because we blend, manage, handle, store, sell, transport and arrange for the disposal of chemicals, hazardous materials and hazardous waste. These include laws and regulations governing our management, storage, transportation and disposal of chemicals; product regulation; air, water and soil contamination; activities related to climate change; and the investigation and cleanup of contaminated sites, including any spills or releases that may result from our management, handling, storage, sale, or transportation of chemicals and other products. Compliance with these laws and regulations, and with the permits and licenses we hold, requires that we expend significant amounts for ongoing compliance, investigation and remediation. If we fail to comply with such laws, regulations, permits or licenses, we may be subject to fines, damages and other civil, administrative or criminal sanctions and investigations, including the revocation of permits and licenses necessary to continue our business activities. In addition, future changes in laws and regulations, or the interpretation of existing laws and regulations, could have an adverse effect on us by adding restrictions, reducing our ability to do business, increasing our costs of doing business, reducing our profitability or reducing the demand for our products.

Previous operations, including those of acquired companies, have resulted in contamination at a number of current and former sites, which must be investigated and remediated. We have ongoing investigations and remediation activities, or are contributing to cleanup costs, at approximately 128 currently or formerly owned, operated or used sites or other sites impacted by our operations. We have spent substantial sums on such investigation and remediation and we expect to continue to incur such expenditures in the future. We may incur losses in connection with investigation and remediation obligations that exceed our environmental liabilities. There is no guarantee that our estimates will be accurate, that new contamination will not be

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discovered or that new environmental laws or regulations will not require us to incur additional costs. Any such inaccuracies, discoveries or new laws or regulations, or the interpretation of existing laws and regulations, could have a material adverse effect on our business, financial condition and results of operations.

We could be held liable for the costs to investigate, remediate or otherwise address contamination at any real property we have ever owned, leased, operated or used or other sites impacted by our operations. Some environmental laws could impose on us the entire cost of cleanup of contamination present at a site even though we did not cause all of the contamination. These laws often identify parties who can be strictly and jointly and severally liable for remediation. The discovery of previously unknown contamination at current or former sites or the imposition of other environmental liabilities or obligations in the future, including additional investigation or remediation obligations with respect to contamination that has impacted other properties, could lead to additional costs or the need for additional accruals that have a material adverse effect on our business, financial condition and results of operations. In addition, we may be required to pay damages or civil judgments related to third party claims, including those relating to personal injury (including exposure to hazardous materials or chemicals we blend, handle, store, sell, transport or dispose of), product quality issues, property damage or contribution to remedial obligations. We have been identified as a potentially responsible party at certain third party sites at which we have arranged for the disposal of our hazardous wastes. We may be identified as a potentially responsible party at additional sites beyond those for which we currently have financial obligations. Such developments could have a material adverse effect on our business, financial condition and results of operations.

Societal concerns regarding the safety of chemicals in commerce and their potential impact on the environment have resulted in a growing trend towards increasing levels of product safety and environmental protection regulations. These concerns could influence public perceptions, impact the commercial viability of the products we sell and increase the costs to comply with increasingly complex regulations, which could have a negative impact on our business, financial condition and results of operations. Additional findings by government agencies that chemicals pose significant environmental, health or safety risks may lead to their prohibition in some or all of the jurisdictions in which we operate.

Our business exposes us to potential product liability claims and recalls, which could adversely affect our business, financial condition and results of operations.

The repackaging, blending, mixing, manufacturing, sale and distribution of chemical products by us, including products used for food, pharmaceutical and nutritional supplement applications, involve an inherent risk of exposure to product liability claims, product recalls, product seizures and related adverse publicity and reputational harm. A product liability claim, judgment or recall against our customers could also result in substantial and unexpected expenditures for us, affect confidence in our products or services and divert management’s attention from other responsibilities. Although we maintain product liability insurance, there can be no assurance that the type or level of coverage is adequate or that we will be able to continue to maintain our existing insurance or obtain comparable insurance at a reasonable cost, if at all. A product recall or a partially or completely uninsured judgment against us could have a material adverse effect on our business, financial condition and results of operations.

Many of the products we sell have “long-tail” exposures, giving rise to liabilities many years after their sale and use. Insurance purchased at the time of sale may not be available when costs arise in the future and producers may no longer be available to provide indemnification.

International Market Risk

Our results of operations could suffer if we are unable to expand into new geographic markets or manage the various risks related to our international activities.

Our profitability and longer-term success may be adversely affected if we fail to continue to expand our penetration in certain foreign markets and to enter new and emerging foreign markets. The profitability of our international operations will largely depend on our continued success in the following areas:

•securing key producer relationships to help establish our presence in international markets;

•hiring and training personnel capable of supporting producers and our customers and managing operations in foreign countries;

•localizing our business processes to meet the specific needs and preferences of foreign producers and customers;

•building our reputation and awareness of our services among foreign producers and customers; and

•implementing new financial, management information and operational systems, procedures and controls to monitor our operations in new markets effectively, without causing undue disruptions to our operations and customer and producer relationships.

In addition, we are subject to risks associated with operating in foreign countries, including:

•varying and often unclear legal and regulatory requirements that may be subject to inconsistent or disparate enforcement, particularly regarding environmental, health and safety issues and security or other certification

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requirements, as well as other laws and business practices that favor local competitors, such as exposure to possible expropriation, nationalization, restrictions on investments by foreign companies or other governmental actions;

•less stable supply sources;

•regional conflicts that may result in supply chain disruptions;

•competition from existing market participants that may have a longer history in and greater familiarity with the foreign markets where we operate;

•tariffs, export duties, quotas and other barriers to trade; as well as possible limitations on the conversion of foreign currencies into US dollars or remittance of dividends and other payments by our foreign subsidiaries;

•divergent labor regulations and cultural expectations regarding employment and agency;

•different cultural expectations regarding industrialization, international business and business relationships;

•foreign taxes and related regulations, including foreign taxes that we may not be able to offset against taxes imposed upon us in the US, and foreign tax and other laws limiting our ability to repatriate earnings to the US;

•extended payment terms and challenges in our ability to collect accounts receivable;

•changes in a specific country’s or region’s political or economic conditions;

•compliance with anti-bribery laws such as the US Foreign Corrupt Practices Act, the UK Bribery Act and similar anti-bribery laws in other jurisdictions, the violation of which could expose us to severe criminal or civil sanctions; and

•compliance with anti-boycott, privacy, economic sanctions, anti-dumping, antitrust, import and export laws and regulations by our employees or intermediaries acting on our behalf, the violation of which could expose us to significant fines, penalties or other sanctions.

Fluctuations in currency exchange rates may adversely affect our results of operations.

We have sizable sales and operations in Canada, Europe, Middle East, Africa, Asia and Latin America. We report our consolidated results in US dollars and the results of operations and the financial position of our local operations are generally reported in the relevant local currencies and then translated into US dollars at the applicable exchange rates. As a result, our financial performance is impacted by currency fluctuations. For additional details on our currency exposure and risk management practices, see “Quantitative and Qualitative Disclosures About Market Risk” in Item 7A of this Annual Report on Form 10-K.

Employee and Benefit Plan Risk

We may be unable to attract or retain a qualified and diverse workforce.

We depend upon the ability and experience of a number of our executive management and other key personnel who have substantial experience with our operations, the chemicals and chemical distribution industries and the selected markets in which we operate. The loss of the services of one or a combination of our senior executives or key employees could have a material adverse effect on our results of operations. We also might suffer an additional impact on our business if one of our senior executives or key employees is hired by a competitor.

In addition, our ability to achieve our operating goals depends upon our ability to recruit, hire, retain and develop qualified and diverse personnel to operate and expand our businesses. We compete with other companies both within and outside of our industry for talented personnel. If we fail to hire, retain and develop a sufficient number of qualified and diverse employees to operate and expand our businesses, our businesses, financial condition, results of operations and cash flows could be harmed. The COVID-19 pandemic and its aftermath contributed to fewer workers participating in the workforce than in February 2020. We expect we will continue to experience labor shortages, which has negatively impacted, and we expect will continue to negatively impact, our businesses, financial condition, results of operations and cash flows.

Negative developments affecting our pension and multi-employer pension plans in which we participate may occur.

We operate a number of pension plans for our employees and have obligations with respect to several multi-employer pension plans sponsored by labor unions in the US. The terms of these plans vary from country to country. The recognition of costs and liabilities associated with the Company's pension plans are affected by assumptions made by management and used by actuaries engaged by us to calculate the benefit obligations and the expenses recognized for these plans. The inputs used in developing the required estimates are calculated using a number of assumptions, which represent management’s best estimate of the future. The assumptions that have the most significant impact on costs and liabilities are the discount rate, the expected long-term return on plan assets for the funded plans, retirement rates and mortality rates. Changes to the funded status of our pension plans as a result of updates to actuarial assumptions and actual experience that differs from our estimates are recognized as gains or losses in the period incurred under our “mark to market” accounting policy, and could result in a requirement for additional funding.

As of December 31, 2022, our pension plans were underfunded by $82.7 million. Rising interest rates have positively impacted the funded status of our pension plans. When interest rates decline, funding requirements for our pension plans may become more significant. If our cash flows and capital resources are insufficient to fund our obligations under these pension plans, we

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could be forced to reduce or delay investments and capital expenditures, seek additional capital, or incur indebtedness. The Central States, Southeast and Southwest Areas Pension Plan ("Central States Pension Fund") union sponsored multi-employer pension plan in which we participated until 2021 is also underfunded. While we have recorded an estimated withdrawal liability associated with leaving this plan, changes to that estimate could force us to reduce or delay investments and capital expenditures, seek additional capital or incur indebtedness.

A portion of our workforce is unionized and labor disruptions could decrease our profitability.

As of December 31, 2022, approximately 24% of our labor force is covered by a collective bargaining agreement, including approximately 12%, 46% and 24% of our labor force in the US, Europe and Canada, respectively. Approximately 1% of our labor force is covered by a collective bargaining agreement that will expire within one year. These arrangements grant certain protections to employees. We cannot guarantee that we will be able to negotiate these or other collective bargaining agreements or arrangements with works councils on the same or more favorable terms as the current agreements or arrangements, or at all, and without interruptions, including labor stoppages at the facility or facilities subject to any particular agreement or arrangement. A prolonged labor dispute, which could include a work stoppage, could have a material adverse effect on our business, financial condition and results of operations.

Environmental, Social, and Governance Risks

Our ability to execute on our initiatives and goals related to environmental, social, and governance (ESG) matters and the increasing legal and regulatory focus on ESG could have a material adverse effect on our business, financial condition and results of operations.

We have announced a number of ESG initiatives and goals, which may require ongoing investment to execute, and there is no assurance that we will achieve any of these goals or that our initiatives will achieve their intended outcomes. In addition, our ability to implement some of our strategies and goals may be dependent on external factors out of our control such as third-party collaboration, scientific and technological developments, and the availability of economically feasible solutions at scale. A failure to achieve our goals could expose our business to reputational damage and have a material adverse effect on our business, financial condition or results of operations.

US and international regulators, investors and other stakeholders are increasingly focused on ESG matters and new domestic and international laws and regulations relating to ESG matters are under consideration. Such laws and regulations could affect the output of producers of commodity and specialty chemicals as well as demand in the end markets our customers serve. Responding to any such laws and regulations could require us to incur additional expenditures to either purchase new, or modify existing, equipment or processes, and the implementation of new practices and reporting processes could introduce additional compliance risk. In addition, any such laws and regulations could expose us to fines, litigation and increased tax responsibilities, and negatively impact our ability to compete with companies situated in geographies not subject to such limitations. A failure to meet the increasing ESG expectations of our investors and customers could also lead to market share loss.

Risks Related to Our Common Stock

Anti-takeover provisions in our charter documents and Delaware law could discourage, delay or prevent a change in control of our company and may affect the trading price of our common stock.

Our Certificate of Incorporation and Bylaws include a number of provisions that may discourage, delay or prevent a change in our management or control over us that stockholders may consider favorable. For example, our Certificate of Incorporation and By-laws currently:

•authorize the issuance of “blank check” preferred stock that could be issued by our Board of Directors to thwart a takeover attempt;

•limit the ability of stockholders to act by written consent or call a special meeting; and

•establish advance notice requirements for nominations for election to our Board of Directors or for proposing matters that can be acted upon by stockholders at stockholder meetings.

These provisions may prevent our stockholders from receiving the benefit from any premium to the market price of our common stock offered by a bidder in a takeover context. Even in the absence of a takeover attempt, the existence of these provisions may adversely affect the prevailing market price of our common stock if the provisions are viewed as discouraging takeover attempts in the future. These provisions may also facilitate management entrenchment that may delay, deter, render more difficult or prevent a change in our control, which may not be in the best interests of our stockholders.

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General Risk Factors

Our business is subject to additional general regulatory requirements, which increase our cost of doing business, could result in claims and enforcement actions and could restrict our business in the future.

Our general business operations are subject to a broad spectrum of international, federal, state and local laws and regulations, including, without limitation, those relating to antitrust, environmental, food and drug, labor and human resources, tax, trade compliance, unclaimed property, transportation, anti-bribery, banking and treasury, privacy and data protection (including the European Union's General Data Protection Regulation), among others. These laws and regulations add cost to our conduct of business and could, in some instances, result in claims or enforcement actions or could reduce our ability to pursue business opportunities. Any changes in the laws and regulations applicable to us, the enactment of any additional laws or regulations, or the failure to comply with, or increased enforcement activity of, such laws and regulations, could significantly impact our products and services and have a material adverse effect on our business, financial condition and results of operations. Additionally, governmental agencies may refuse to grant or renew our operating licenses and permits.

We are exposed to litigation and other legal and regulatory actions and risks in the ordinary course of our business, and we could incur significant liabilities and substantial legal fees.

Especially because of the nature of our business, we are subject to the risk of litigation, other legal claims and proceedings, and regulatory enforcement actions in the ordinary course of our business. Also, there may be safety or personal injury risks related to our products which are not known today. The results of legal proceedings cannot be predicted with certainty. We cannot guarantee that the results of current or future legal proceedings will not materially harm our business, reputation or brand, nor can we guarantee that we will not incur losses in connection with current or future legal proceedings that exceed any provisions we may have set aside in respect of such proceedings or that exceed any applicable insurance coverage. The occurrence of any of these events could have a material adverse effect on our business, financial condition or results of operations.

ITEM 1B. UNRESOLVED STAFF COMMENTS

None.

ITEM 2. PROPERTIES

Our principal executive office is located in Downers Grove, Illinois under a lease expiring in June 2024. As of December 31, 2022, we had 292 locations in the US in 45 states and one territory and 287 locations outside of the US in 31 countries. Our warehouse facilities are comprised of owned, leased and third party warehouses and our office space is generally leased. Our facilities focus on the storing, repackaging and blending of chemicals and ingredients for distribution. Such facilities do not require substantial investments in equipment, can be opened fairly quickly and are replaceable with little disruption. As such, we believe that none of our facilities on an individual basis is material to the operation of our business.

ITEM 3. LEGAL PROCEEDINGS

See “Note 18: Commitments and contingencies” in Item 8 of this Annual Report on Form 10-K for information regarding legal proceedings, the content of which is incorporated by reference to this Item 3.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

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PART II

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Market Information for Common Stock

Our common stock is listed on the New York Stock Exchange under the symbol UNVR.

Holders of Record

As of December 31, 2022, based on the number of participants reflected in a security position listing provided to us by the Equiniti Trust Company (“EQ”), there were nine holders of record of our common stock. Because such EQ participants include banks, brokers and other institutions holding shares of our common stock on behalf of their customers, we do not know the actual number of unique stockholders represented by these record holders.

Issuer Purchases of Equity Securities

Information on our common stock purchases during the fourth quarter of 2022 is provided below:


Period	Total Number of Shares Purchased	Average Price Paid per Share		Total Number of Shares Purchased as Part of a Publicly Announced Plan or Program (1)	Maximum Approximate Dollar Value of Shares that may yet be Purchased Under the Plan or Program (millions) (1)
October 1-31, 2022	—	$	—	—	$	1,245.1
November 1-30, 2022 (2)	5,918,353	26.06		5,918,353	1,040.9
December 1-31, 2022	—	—		—	1,040.9
Total	5,918,353	$	26.06	5,918,353

(1)On November 1, 2021, the Company announced that its Board of Directors had authorized a share repurchase program of up to $500.0 million of its outstanding common stock, which expires on October 27, 2026. On November 1, 2022, the Company announced that its Board of Directors had approved an increase in the amount of authorized repurchases under the program of $1.0 billion, resulting in a total authorized repurchase amount of $1.5 billion.

(2)On November 1, 2022, the Company entered into an accelerated share repurchase agreement (“ASR”) with Goldman Sachs & Co. LLC (“Goldman”) to repurchase $200.0 million of its common stock. On November 3, 2022, the Company paid $200.0 million to Goldman and received an initial delivery of approximately 5.8 million shares of its common stock, which represented 75% of the notional value of the ASR divided by the closing price of the Company’s common stock on November 1, 2022. The final number of shares repurchased under the ASR was based on the daily volume-weighted average prices for Rule 10b-18 eligible transactions in the Company’s common stock during the term of the ASR, less a discount and subject to adjustment pursuant to the terms of the ASR. In February 2023, the final settlement was determined to be an additional delivery of approximately 0.5 million shares of the Company's common stock from Goldman.

Stock Performance

The following graph shows a comparison of cumulative total stockholder return, calculated on a dividend reinvested basis, for the Company, the S&P 500 and the S&P 500 Chemical Index from December 31, 2017 through December 31, 2022. The graph assumes $100 was invested in each of the Company's common stock, the S&P 500 and the S&P 500 Chemical Index as of the market close on December 31, 2017. Note that historic stock price performance is not necessarily indicative of future stock price performance.

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http://api.rkd.refinitiv.com/api/FilingsRetrieval3/.72532787.0001494319-23-000005unvr-20221231_g6.jpg.ashx


	December 31,
	2017		2018		2019		2020		2021		2022
Univar Solutions Inc.	$	100	$	57	$	78	$	61	$	92	$	103
S&P 500	100		96		126		149		192		157
S&P 500 Chemical Index	100		88		108		127		160		142

Dividend Policy

We did not pay a cash dividend on our common stock in 2022, 2021 or 2020. Our Board of Directors may consider declaring and paying dividends in the future; however, there can be no assurance that our Board of Directors will determine to do so. Additionally, our credit facilities contain certain limitations on our ability to pay dividends on our common stock.

ITEM 6. [RESERVED]

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ITEM 7. 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 US GAAP and certain other financial data that is prepared using non-GAAP measures. For a reconciliation of each non-GAAP financial measure to its most comparable GAAP measure, see the “Analysis of Segment Results” and “Non-GAAP Financial Measures” sections within this Item. 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 consolidated financial statements and notes to assist readers in understanding our results of operations, financial condition and cash flows. This section of this Annual Report on Form 10-K discusses year-to-year comparisons between 2022 and 2021. For discussions of year-to-year comparisons between 2021 and 2020 that are not included in this Annual Report on Form 10-K, please refer to “Management's Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of the Company's Annual Report on Form 10-K for the year ended December 31, 2021, filed with the SEC on February 25, 2022.

Overview

Univar Solutions Inc. is a leading global solutions provider to users of specialty ingredients and chemicals and provider of value-added services to customers across a wide range of diverse industries. We purchase chemicals and ingredients from thousands of producers worldwide and warehouse, repackage, blend, dilute, transport and sell them to nearly 100,000 customer locations across approximately 120 countries.

Our operations are structured into four reportable segments that represent the geographic areas under which we operate and manage our business. As previously defined within Item 1 of this Annual Report on Form 10-K, our segments are USA, EMEA, Canada and LATAM, which includes developing businesses in Latin America and the Asia-Pacific region.

Factors Affecting Comparability of Results

Acquisitions and Divestitures

In July 2022, we acquired Vicom, a leading regional specialty chemicals distributor in Spain and Portugal.

In December 2021, we acquired Sweetmix, a food ingredients and CASE specialty chemical distribution company in Brazil.

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

See "Note 3: Business combinations" and "Note 4: Dispositions" in Item 8 of this Annual Report on Form 10-K for additional information regarding the acquisitions and divestiture noted above.

Constant Currency

We believe providing information on a non-GAAP constant currency basis offers valuable supplemental information regarding our results of operations, consistent with how we evaluate our performance. 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.

Inflation Reduction Act

On August 16, 2022, the Inflation Reduction Act ("IRA") was enacted into US law. Effective for tax years beginning after December 31, 2022, the IRA imposes a 15% corporate minimum tax, a 1% excise tax on share repurchases, and creates and extends certain tax-related energy incentives. Management does not expect the tax-related provisions of the IRA to have a material impact on the Company's consolidated financial statements.

Market Conditions

We sell commodity and specialty chemicals and ingredients that are used in manufacturing processes and as components in other products. Our sales are correlated with and affected by seasonal fluctuations and cycles in the levels of industrial production, manufacturing output and general economic activity. The current business environment in the markets in which we operate consists of complex dynamics. A combination of factors has impacted and disrupted global trade flows, which has resulted in differing pricing conditions, in different end markets, in different geographies. The duration of these dislocated and imbalanced conditions is unknown.

These market factors have also impacted the transportation market and, coupled with continued energy price pressure, driver shortages and inflation, have resulted in higher operating costs. Additionally, shortages across a range of chemicals and ingredients have generally led to fluctuations in chemical prices globally, with corresponding impacts to sales and profits.

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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 short-term.

In such a dynamic environment, we believe remaining connected with our customers to understand demand and supply impacts on their operations is critical to our success. We believe our value as a distributor is heightened in the current environment as we work to meet demand requirements through our extensive network, installed asset base, transportation and digital assets, and supplier partnerships, supported by our network of Solution Centers and technically-trained professionals with deep industry knowledge.

A summary of our sales channel and underlying end market performance as of December 31, 2022, with corresponding impacts from the current environment are as follows (percentages represent 2022 Consolidated Net sales):

Chemicals and Services (66%) - Our Chemicals and Services sales channel saw strong growth over the course of the year with many of the core industries seeing accelerated demand and resilient pricing. Our continued focus on putting the customer at the center of all we do has led to above-market growth in chemical manufacturing, mining and energy. Our complete offering of water treatment chemistries allows us to provide both municipalities and industrial customers with solutions for managing and purifying water. We are beginning to accelerate our offerings into the North American electronics market, with high-purity chemistries necessary for manufacturing microchips. Additionally, we saw growth in agricultural chemistries, pulp and paper and in general manufacturing. Our services business had top-line growth as we improved our service capabilities and we saw a slight rebound in automotive manufacturing. The recent rise in interest rates causes us some concern that global industrial production decline may dampen the demand for our products; however, we anticipate a higher value on increased carrying costs of working capital.

Ingredients and Specialties (34%) - Our Ingredients and Specialties sales channel saw strong growth throughout the year in both our end markets as well as in a number of our differentiated chemistries. We saw particularly strong growth in our Pharmaceuticals business, which has continued to grow since the pandemic on increasing demand for high-purity actives, excipients and other necessary ingredients. Our food ingredients business saw strength throughout the year on security of supply and a partnership with our suppliers and customers to provide solutions that cater to consumer trends. Our beauty and personal care business saw another year of growth on product management and new supplier authorizations. Within our CASE business, we saw product tightness and inflation for much of the year. The slowdown in housing construction resulting from higher interest rates during the back half of the year dampened demand; however, our service performance and product offering allowed for top-line growth. The lubricants and metalworking business finished the year with market share gain as well as margin expansion on good pricing discipline. Finally, the homecare and industrial cleaning business finished the year with sales growth on pricing discipline and further supplier development.

See “Risk Factors” in Part I, Item 1A of this Annual Report on Form 10-K for further information on our Business and Economic Risks.

Executive Summary

Driven by agile commercial execution, chemical price inflation and growing customer demand, Univar Solutions delivered strong year-over-year growth despite constrained inventory and supply and transportation challenges. With the Nexeo acquisition integration and system migration completed, we look to continue to leverage our digital investments to drive organic growth through market share capture and margin gains through leverage of our cost structure.

Management is focused on the following financial objectives:

•Growth above consensus GDP;

•Consolidated Adjusted EBITDA growth and corresponding Adjusted EBITDA margin expansion;

•Increased return on invested capital;

•Maintaining targeted leverage levels;

•Growing inorganically through bolt-on acquisitions; and

•Return of capital to stockholders.

Achievement of these objectives is expected through the following operational initiatives:

•Application of a consistent global strategy, while driving local execution;

•Leverage of our global transportation and digital asset footprint;

•Solutions to support suppliers' and customers' ESG objectives;

•Delivery of an effortless experience for customers that drives preference and retention;

•Focus on technical and application development offerings;

•Unlocking our global Solution Centers' value for suppliers and customers;

•Leverage and expansion of our key supplier relationships, with the goal of enhancing service to key global customers;

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•Capitalize on US re-industrialization and near-shoring trends; and

•Execute accretive bolt-on acquisition opportunities in regions and markets where we believe there are synergistic opportunities for growth, cross-selling and cost rationalization.

Results of Operations


	Year ended December 31,								Favorable (unfavorable)		% Change
	2022				2021
(in millions)	Dollars		% of Net sales		Dollars		% of Net sales
Net sales	$	11,475.3	100.0	%	$	9,535.5	100.0	%	$	1,939.8	20.3	%
Cost of goods sold (exclusive of depreciation)	8,704.1		75.9	%	7,142.3		74.9	%	(1,561.8)		21.9	%
Operating expenses:
Outbound freight and handling	476.8		4.2	%	403.7		4.2	%	(73.1)		18.1	%
Warehousing, selling and administrative	1,248.5		10.9	%	1,191.8		12.5	%	(56.7)		4.8	%
Other operating expenses, net	32.8		0.3	%	107.5		1.1	%	74.7		(69.5)	%
Depreciation	131.7		1.1	%	150.9		1.6	%	19.2		(12.7)	%
Amortization	48.2		0.4	%	52.5		0.6	%	4.3		(8.2)	%
Impairment charges	0.6		—	%	3.0		—	%	2.4		(80.0)	%
Total operating expenses	1,938.6		16.9	%	1,909.4		20.0	%	(29.2)		1.5	%
Operating income	832.6		7.3	%	483.8		5.1	%	348.8		72.1	%
Other (expense) income:
Interest income	4.3		—	%	4.3		—	%	—		—	%
Interest expense	(107.2)		(0.9)	%	(101.5)		(1.1)	%	(5.7)		5.6	%
Gain on sale of business	—		—	%	88.2		0.9	%	(88.2)		(100.0)	%

Other income, net	26.5		0.2	%	110.4		1.2	%	(83.9)		(76.0)	%
Total other (expense) income	(76.4)		(0.7)	%	101.4		1.1	%	(177.8)		(175.3)	%
Income before income taxes	756.2		6.6	%	585.2		6.1	%	171.0		29.2	%
Income tax expense	210.9		1.8	%	124.6		1.3	%	(86.3)		69.3	%
Net income	$	545.3	4.8	%	$	460.6	4.8	%	$	84.7	18.4	%


	Year ended December 31,								Favorable (unfavorable)		% Change
	2022				2021
(in millions)	Dollars		% of Net sales		Dollars		% of Net sales
Gross profit (exclusive of depreciation):
Net sales	$	11,475.3	100.0	%	$	9,535.5	100.0	%	$	1,939.8	20.3	%
Cost of goods sold (exclusive of depreciation)	8,704.1		75.9	%	7,142.3		74.9	%	(1,561.8)		21.9	%
Gross profit (exclusive of depreciation)	$	2,771.2	24.1	%	$	2,393.2	25.1	%	$	378.0	15.8	%

Net sales

Net sales increased $1,939.8 million, or 20.3%, for the year ended December 31, 2022. On a constant currency basis, net sales increased by $2,302.2 million, or 24.1%. The increase was primarily due to our pricing discipline in inflationary markets and market share gains. Refer to the “Analysis of Segment Results” for additional information.

Gross profit (exclusive of depreciation)

Gross profit (exclusive of depreciation) increased $378.0 million, or 15.8%, to $2,771.2 million for the year ended December 31, 2022. On a constant currency basis, gross profit (exclusive of depreciation) increased $459.2 million or 19.2%. The increase in gross profit (exclusive of depreciation) was primarily attributable to our pricing discipline in inflationary markets, operational execution and market share gains, partially offset by higher input cost inflation. Gross margin decreased from 25.1% for the year ended December 31, 2021 to 24.1% for the year ended December 31, 2022. Refer to the “Analysis of Segment Results” and “Non-GAAP Financial Measures” for additional information.

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Operating expenses

Outbound freight and handling

Outbound freight and handling expenses increased $73.1 million, or 18.1%, for the year ended December 31, 2022. On a constant currency basis, outbound freight and handling expenses increased $83.1 million, or 20.6%. Refer to the “Analysis of Segment Results” for additional information.

Warehousing, selling and administrative

Warehousing, selling and administrative expenses ("WS&A") increased $56.7 million, or 4.8%, for the year ended December 31, 2022. On a constant currency basis, WS&A increased $94.6 million, or 7.9%. The increase is primarily attributable to higher operating costs and variable compensation, partially offset by an environmental recovery, net synergies and higher environmental remediation costs in the prior year. Refer to the “Analysis of Segment Results” for additional information.

Other operating expenses, net

Other operating expenses, net decreased $74.7 million, or 69.5%, for the year ended December 31, 2022. Refer to “Note 8: Supplemental financial information” in Item 8 of this Annual Report on Form 10-K for additional information.

Depreciation and Amortization

Depreciation expense decreased $19.2 million, or 12.7%, for the year ended December 31, 2022, primarily due to certain assets reaching the end of their depreciable lives. On a constant currency basis, depreciation expense decreased $16.0 million, or 10.6%, for the year ended December 31, 2022, primarily due to certain assets reaching the end of their depreciable lives.

Amortization expense decreased $4.3 million, or 8.2%, for the year ended December 31, 2022, primarily due to certain intangible assets reaching the end of their amortizable lives.

Other (expense) income

Interest expense

Interest expense increased $5.7 million, or 5.6%, for the year ended December 31, 2022, primarily due to higher average interest rates on floating rate debt. Refer to “Note 11: Debt” in Item 8 of this Annual Report on Form 10-K for additional information.

Gain on sale of business

Gain on sale of business was $88.2 million for the year ended December 31, 2021, primarily due to the sale of our Distrupol business and also included adjustments to the sale price of the Canadian Agriculture services business. Refer to “Note 4: Dispositions” in Item 8 of this Annual Report on Form 10-K for additional information.

Other income, net

Other income, net decreased $83.9 million, or 76.0%, for the year ended December 31, 2022, primarily due to a lower pension mark to market gain in the current year and a fair value adjustment on warrants in the prior year. Refer to “Note 8: Supplemental financial information” in Item 8 of this Annual Report on Form 10-K for additional information.

Income tax expense

Income tax expense was $210.9 million for the year ended December 31, 2022, resulting in an effective income tax rate of 27.9%. Our effective income tax rate was 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 $124.6 million for the year ended December 31, 2021, resulting in an effective income tax rate of 21.3%. Our effective income tax rate was 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 offset by the favorable impact of the Distrupol divestiture.

Results of Reportable Business Segments

Our operations are structured into four reportable segments that represent the geographic areas under which we operate and manage our business. These segments are USA, EMEA, Canada and LATAM, which includes developing businesses in Latin America and the Asia-Pacific region. 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.

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We believe certain other financial measures that are not calculated in accordance with US GAAP provide relevant and meaningful information concerning our ongoing operating results. These financial measures include gross profit (exclusive of depreciation), gross margin and Adjusted EBITDA margin. Such non-GAAP financial measures are referred to from time to time in this report but should not be viewed as a substitute for GAAP measures of performance and should be considered along with the comparable US GAAP measures. See “Note 20: Segments” in Item 8 of this Annual Report on Form 10-K, “Analysis of Segment Results” within this Item and "Non-GAAP Financial Measures" within this Item for additional information.

Analysis of Segment Results

USA


	Year ended December 31,				Favorable (unfavorable)		% Change
(in millions)	2022		2021
Net sales:
External customers	$	7,533.5	$	6,024.0	$	1,509.5	25.1	%
Inter-segment	129.5		92.1		37.4		40.6	%
Total net sales	7,663.0		6,116.1		1,546.9		25.3	%
Cost of goods sold (exclusive of depreciation)	5,799.9		4,578.6		(1,221.3)		26.7	%

Outbound freight and handling	359.4		291.0		(68.4)		23.5	%
Warehousing, selling and administrative	794.4		748.3		(46.1)		6.2	%
Adjusted EBITDA	$	709.3	$	498.2	$	211.1	42.4	%


	Year ended December 31,				Favorable (unfavorable)		% Change
(in millions)	2022		2021
Gross profit (exclusive of depreciation):
Net sales	$	7,663.0	$	6,116.1	$	1,546.9	25.3	%
Cost of goods sold (exclusive of depreciation)	5,799.9		4,578.6		(1,221.3)		26.7	%
Gross profit (exclusive of depreciation)	$	1,863.1	$	1,537.5	$	325.6	21.2	%

External sales increased $1,509.5 million, or 25.1%, for the year ended December 31, 2022, primarily due to our pricing discipline in inflationary markets and market share gains.

Gross profit (exclusive of depreciation) increased $325.6 million, or 21.2%, for the year ended December 31, 2022, primarily due to pricing discipline in inflationary markets, operational execution and market share gains, partially offset by input cost inflation. Gross margin decreased from 25.5% for the year ended December 31, 2021 to 24.7% for the year ended December 31, 2022, primarily impacted by input cost inflation, partially offset by our pricing discipline in inflationary markets.

Outbound freight and handling expenses increased $68.4 million, or 23.5%, for the year ended December 31, 2022, primarily due to higher delivery costs caused by supply chain constraints.

WS&A increased $46.1 million, or 6.2%, for the year ended December 31, 2022, primarily due to higher operating costs and variable compensation, partially offset by higher environmental remediation costs in the prior year. Net synergies and an environmental recovery also favorably impacted the current year. As a percentage of external sales, WS&A decreased from 12.4% for the year ended December 31, 2021 to 10.5% for the year ended December 31, 2022 primarily due to the increase in sales.

Adjusted EBITDA increased $211.1 million, or 42.4%, for the year ended December 31, 2022, driven by higher gross profit (exclusive of depreciation), partially offset by higher outbound freight and handling expenses as well as higher WS&A. Adjusted EBITDA margin increased from 8.3% for the year ended December 31, 2021 to 9.4% for the year ended December 31, 2022, reflecting the business operating leverage.

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EMEA


	Year ended December 31,				Favorable (unfavorable)		% Change
(in millions)	2022		2021
Net sales:
External customers	$	2,064.7	$	1,971.1	$	93.6	4.7	%
Inter-segment	10.6		4.3		6.3		146.5	%
Total net sales	2,075.3		1,975.4		99.9		5.1	%
Cost of goods sold (exclusive of depreciation)	1,594.8		1,488.6		(106.2)		7.1	%
Outbound freight and handling	65.9		64.0		(1.9)		3.0	%
Warehousing, selling and administrative	238.0		252.2		14.2		(5.6)	%
Adjusted EBITDA	$	176.6	$	170.6	$	6.0	3.5	%


	Year ended December 31,				Favorable (unfavorable)		% Change
(in millions)	2022		2021
Gross profit (exclusive of depreciation):
Net sales	$	2,075.3	$	1,975.4	$	99.9	5.1	%
Cost of goods sold (exclusive of depreciation)	1,594.8		1,488.6		(106.2)		7.1	%
Gross profit (exclusive of depreciation)	$	480.5	$	486.8	$	(6.3)	(1.3)	%

External sales increased $93.6 million, or 4.7%, for the year ended December 31, 2022. On a constant currency basis, external sales increased $422.2 million, or 21.4%, primarily due to our pricing discipline in inflationary markets and market share gains, partially offset by the effects of the Distrupol divestiture in the prior year.

Gross profit (exclusive of depreciation) decreased $6.3 million, or 1.3%, for the year ended December 31, 2022. On a constant currency basis, gross profit (exclusive of depreciation) increased $67.6 million, or 13.9%, primarily due to pricing discipline in inflationary markets, operational execution and market share gains, partially offset by the effects of the Distrupol divestiture in the prior year. Gross margin decreased from 24.7% for the year ended December 31, 2021 to 23.3% for the year ended December 31, 2022 primarily due to input cost inflation, partially offset by our pricing discipline in inflationary markets.

Outbound freight and handling expenses increased $1.9 million, or 3.0%, for the year ended December 31, 2022. On a constant currency basis, outbound freight and handling expenses increased $10.7 million, or 16.7%, primarily due to higher delivery costs caused by supply chain constraints.

WS&A decreased $14.2 million, or 5.6%, for the year ended December 31, 2022. On a constant currency basis, WS&A increased $20.9 million, or 8.3%, primarily due to higher variable compensation and operating costs. As a percentage of external sales, WS&A decreased from 12.8% for the year ended December 31, 2021 to 11.5% for the year ended December 31, 2022 due to the impact of fluctuations in foreign currency exchange rates, partially offset by higher variable compensation and operating costs.

Adjusted EBITDA increased $6.0 million, or 3.5%, for the year ended December 31, 2022. On a constant currency basis, Adjusted EBITDA increased $36.0 million, or 21.1%, primarily due to higher gross profit (exclusive of depreciation), partially offset by higher WS&A as well as higher outbound freight and handling expenses. Adjusted EBITDA margin decreased from 8.7% for the year ended December 31, 2021 to 8.6% for the year ended December 31, 2022 primarily due to lower gross margin, partially offset by business operating leverage.

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Canada


	Year ended December 31,				Favorable (unfavorable)		% Change
(in millions)	2022		2021
Net sales:
External customers	$	1,120.5	$	930.0	$	190.5	20.5	%
Inter-segment	10.5		4.4		6.1		138.6	%
Total net sales	1,131.0		934.4		196.6		21.0	%
Cost of goods sold (exclusive of depreciation)	864.7		701.3		(163.4)		23.3	%
Outbound freight and handling	38.4		36.2		(2.2)		6.1	%
Warehousing, selling and administrative	108.2		92.7		(15.5)		16.7	%
Adjusted EBITDA	$	119.7	$	104.2	$	15.5	14.9	%


	Year ended December 31,				Favorable (unfavorable)		% Change
(in millions)	2022		2021
Gross profit (exclusive of depreciation):
Net sales	$	1,131.0	$	934.4	$	196.6	21.0	%
Cost of goods sold (exclusive of depreciation)	864.7		701.3		(163.4)		23.3	%
Gross profit (exclusive of depreciation)	$	266.3	$	233.1	$	33.2	14.2	%

External sales increased $190.5 million, or 20.5%, for the year ended December 31, 2022. On a constant currency basis, external sales increased $233.6 million, or 25.1%, primarily due to our pricing discipline in inflationary markets and market share gain.

Gross profit (exclusive of depreciation) increased $33.2 million, or 14.2%, for the year ended December 31, 2022. On a constant currency basis, gross profit (exclusive of depreciation) increased $43.4 million, or 18.6%, primarily due to our pricing discipline in inflationary markets, operational execution and market share gains, partially offset by input cost inflation. Gross margin decreased from 25.1% for the year ended December 31, 2021 to 23.8% for the year ended December 31, 2022, driven by input cost inflation, partially offset by our pricing discipline in inflationary markets.

Outbound freight and handling expenses increased $2.2 million, or 6.1%, for the year ended December 31, 2022. On a constant currency basis, outbound freight and handling expenses increased $3.7 million, or 10.2%, primarily due to higher delivery costs caused by supply chain constraints.

WS&A increased $15.5 million, or 16.7%, for the year ended December 31, 2022. On a constant currency basis, WS&A increased $19.6 million, or 21.1%. The increase was primarily due to higher operating costs and variable compensation. WS&A as a percentage of external sales decreased from 10.0% for the year ended December 31, 2021 to 9.7% for the year ended December 31, 2022 primarily due to the increase in sales.

Adjusted EBITDA increased $15.5 million, or 14.9%, for the year ended December 31, 2022. On a constant currency basis, Adjusted EBITDA increased $20.1 million, or 19.3%, primarily due to higher gross profit (exclusive of depreciation), partially offset by increased WS&A. Adjusted EBITDA margin decreased from 11.2% for the year ended December 31, 2021 to 10.7% for the year ended December 31, 2022 due to lower gross margin, partially offset by business operating leverage.

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LATAM


	Year ended December 31,				Favorable (unfavorable)		% Change
(in millions)	2022		2021
Net sales:
External customers	$	756.6	$	610.4	$	146.2	24.0	%
Inter-segment	0.5		0.7		(0.2)		(28.6)	%
Total net sales	757.1		611.1		146.0		23.9	%
Cost of goods sold (exclusive of depreciation)	595.8		475.3		(120.5)		25.4	%
Outbound freight and handling	13.0		12.5		(0.5)		4.0	%
Warehousing, selling and administrative	85.3		66.4		(18.9)		28.5	%

Adjusted EBITDA	$	63.0	$	56.9	$	6.1	10.7	%


	Year ended December 31,				Favorable (unfavorable)		% Change
(in millions)	2022		2021
Gross profit (exclusive of depreciation):
Net sales	$	757.1	$	611.1	$	146.0	23.9	%
Cost of goods sold (exclusive of depreciation)	595.8		475.3		(120.5)		25.4	%
Gross profit (exclusive of depreciation)	$	161.3	$	135.8	$	25.5	18.8	%

External sales increased $146.2 million, or 24.0%, for the year ended December 31, 2022. On a constant currency basis, external sales increased $137.0 million, or 22.4%, primarily due to our pricing discipline in inflationary markets and the Sweetmix acquisition, which contributed 9.1% of the increase.

Gross profit (exclusive of depreciation) increased $25.5 million, or 18.8%, for the year ended December 31, 2022. On a constant currency basis, gross profit (exclusive of depreciation) increased $22.6 million, or 16.6%, primarily due to our pricing discipline in inflationary markets and the Sweetmix acquisition, which contributed 7.7% of the increase, partially offset by input cost inflation. Gross margin decreased from 22.2% for the year ended December 31, 2021 to 21.3% for the year ended December 31, 2022, primarily due to input cost inflation.

Outbound freight and handling expenses increased $0.5 million, or 4.0%, for the year ended December 31, 2022. On a constant currency basis, outbound freight and handling expenses increased $0.3 million, or 2.4%.

WS&A increased $18.9 million, or 28.5%, for the year ended December 31, 2022. On constant currency basis, WS&A increased $17.4 million, or 26.2%, primarily due to increased corporate cost allocation as a result of a SAP implementation and higher operating costs. As a percentage of external sales, WS&A increased from 10.9% for the year ended December 31, 2021 to 11.3% for the year ended December 31, 2022, primarily due to increased corporate cost allocation as a result of a SAP implementation and higher operating costs.

Adjusted EBITDA increased $6.1 million, or 10.7%, for the year ended December 31, 2022. On a constant currency basis, Adjusted EBITDA increased $4.8 million, or 8.4%, primarily due to higher gross profit (exclusive of depreciation), partially offset by increased WS&A. Adjusted EBITDA margin decreased from 9.3% for the year ended December 31, 2021 to 8.3% for the year ended December 31, 2022, primarily due to lower gross margin and increased WS&A.

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Liquidity and Capital Resources

The Company's primary sources of liquidity are cash generated from operations and borrowings under its committed Senior ABL Credit Facility. As of December 31, 2022, liquidity for the Company was $1,060.5 million, comprised of $385.3 million of cash and cash equivalents and $675.2 million of available borrowings under our credit facility. The credit facility is guaranteed by certain significant subsidiaries and secured by such parties’ eligible accounts receivable, inventory and cash with a maximum borrowing capacity of $1.6 billion. Significant reductions in our accounts receivable, inventory and cash would reduce our availability to access liquidity under the credit facility. We have no active financial maintenance covenants in our credit agreements; however, there is a springing fixed charge coverage ratio (“FCCR”) under the revolving credit facility of 1.0x, applicable only if availability is less than or equal to 10% of the borrowing capacity. If the FCCR was applicable, the calculation would have been 6.5x as of December 31, 2022.

Our primary short-term liquidity and capital resource needs are to finance operating expenses, working capital, capital expenditures, other liabilities including environmental remediation and interest, possible business acquisitions, share repurchases and general corporate purposes. The majority of our debt obligations mature in 2026 and beyond. To the extent that our cash balances from time to time exceed amounts that are needed to fund our immediate liquidity requirements, we will consider alternative uses of some or all of such excess cash. Such alternatives may include, among others, the redemption or repurchase of debt securities or other borrowings through open market purchases, privately negotiated transactions or otherwise. Refer to “Note 11: Debt” in Item 8 of this Annual Report on Form 10-K for additional information related to our 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. However, 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 may from time to time refinance or take steps to reduce debt or interest costs. The amount of debt, if any, that may be reduced or refinanced will depend on market conditions, trading levels of our debt, our cash position, compliance with debt covenants and other considerations. On October 27, 2022, we entered into the Second Amended and Restated ABL Credit Agreement ("Senior ABL Facility"), which provided a five-year senior secured ABL credit facility in an aggregate principal amount of $1.6 billion and a five-year senior secured term loan facility in an aggregate principal amount of $200 million. The Senior ABL Facility amends and restates in full the amended and restated ABL facility entered into by the Company on February 28, 2019. In connection with the entry into the Senior ABL Facility, the Company terminated its existing European ABL Credit Agreement and the Euro ABL Facility thereunder.

Our defined benefit pension plans had an underfunded status of $82.7 million and $122.3 million as of December 31, 2022 and 2021, respectively. Based on current projections and minimum funding requirements, we expect to make cash contributions of $16.0 million to our defined benefit pension plans in 2023. The amount and timing of any such requirement in future years is uncertain given the implicit uncertainty regarding the future developments of factors described in “Risk Factors” in Item 1A of this Annual Report on Form 10-K.

We expect our 2023 capital expenditures to be approximately $150 million to $160 million for maintenance and growth, including safety, cost improvements and ESG investments. Interest payments for 2023 are expected to be $120 million to $130 million. We expect to fund our capital expenditures and interest payments with cash from operations or cash on hand.

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

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Cash Flows

The following table presents a summary of our cash flows:


	Year ended December 31,
(in millions)	2022		2021
Net cash provided by operating activities	$	546.4	$	290.3
Net cash (used) provided by investing activities	(161.7)		23.6
Net cash used by financing activities	(232.7)		(424.6)

Operating Activities

Cash provided by operating activities increased $256.1 million for the year ended December 31, 2022. The increase was primarily due to higher net income, exclusive of non-cash items, and the timing of changes in trade working capital, partially offset by the other, net cash flow item.

The change in net income, exclusive of non-cash items, increased $274.7 million from $500.4 million for the year ended December 31, 2021 to $775.1 million for the year ended December 31, 2022. Cash used by other, net increased $180.2 million as compared to the prior year, primarily attributable to tax payments, accrued compensation and timing differences related to other assets and liabilities.

Cash used by trade working capital, which includes trade accounts receivable, net, inventories and trade accounts payable, decreased $139.3 million as compared to the prior year. The year-over-year decrease in cash used by trade working capital was due to a favorable change in trade accounts receivable, net related to the timing of sales and cash collections, partially offset by an unfavorable change in trade accounts payable primarily attributable to the timing of inventory purchases and payments.

Investing Activities

Investing cash flows for the year ended December 31, 2022 included capital expenditures of $153.8 million, cash paid for the Vicom acquisition of $12.9 million, cash paid for the Sweetmix acquisition of $3.8 million and proceeds of $7.8 million from the sale of property, plant and equipment. Investing cash flows for the year ended December 31, 2021 included proceeds of $136.7 million from the sale of the Distrupol business, proceeds of $29.0 million from the sale of property, plant and equipment, capital expenditures of $110.9 million and cash paid for the Sweetmix acquisition of $28.7 million (net of cash acquired of $1.2 million).

Financing Activities

Financing cash flows for the year ended December 31, 2022 included share repurchases of $409.1 million, long-term debt repayments of $87.7 million, long-term debt issuances of $199.6 million and net proceeds under revolving credit facilities of $51.8 million. Financing cash flows for the year ended December 31, 2021 included long-term debt repayments of $1,440.5 million, share repurchases of $50.0 million, long-term debt issuances of $995.0 million, net proceeds under revolving credit facilities of $32.4 million and proceeds from the exercise of warrants of $27.1 million.

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Contractual Obligations and Commitments

Our significant contractual obligations and commitments as of December 31, 2022 were as follows:


	Payments Due by Period
(in millions)	Total		2023		2024 - 2025		2026 - 2027		Thereafter

Finance leases (1)	$	114.9	$	28.7	$	48.4	$	31.5	$	6.3
Long-term debt, including current maturities (2)	2,380.0		14.0		28.0		1,403.0		935.0
Interest (3)	545.8		124.0		219.3		183.3		19.2
Operating leases (1)	265.9		53.2		70.1		49.5		93.1
Estimated environmental liability payments (4)	90.9		36.5		19.3		9.8		25.3

Other (5)	63.1		3.7		16.4		12.5		30.5
Total (6)	$	3,460.6	$	260.1	$	401.5	$	1,689.6	$	1,109.4

(1)See “Note 19: Leasing” in Item 8 of this Annual Report on Form 10-K for additional information.

(2)See “Note 11: Debt” in Item 8 of this Annual Report on Form 10-K for additional information.

(3)Interest payments on debt are calculated for future periods using projected interest rates and contractual maturities as of December 31, 2022. Projected interest payments include the related effects of interest rate and cross currency swap contracts. Certain of these projected interest payments may differ in the future based on changes in floating interest rates, foreign currency fluctuations or other factors or events.

(4)See "Note 18: Commitments and contingencies" in Item 8 of this Annual Report on Form 10-K for additional information.

(5)Commitments related to multi-employer pension plan withdrawal obligations and acquisitions.

(6)This table excludes our defined benefit pension contributions. Based on current projections and minimum funding requirements, we expect to make cash contributions of $16.0 million to our defined benefit pension plans in the year ended December 31, 2023. The amount and timing of any such requirement in future years is uncertain given the implicit uncertainty regarding the future developments of factors described in “Risk Factors” in Item 1A of this Annual Report on Form 10-K and “Note 12: Employee benefit plans” in Item 8 of this Annual Report on Form 10-K.

We enter into certain unconditional purchase commitments in the normal course of business. These commitments do not exceed our projected operational requirements and generally do not extend past one year.

We expect that we will be able to fund our obligations and commitments with cash flows from operations. To the extent we are unable to fund these obligations and commitments with cash flows from operations, we intend to fund them with proceeds from available borrowing capacity under our credit facility or future financings. With the exception of outstanding letters of credit of $127.7 million, we had no material off-balance sheet arrangements as of December 31, 2022.

Critical Accounting Estimates

Preparation of our financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses. Our significant accounting policies are described in “Note 2: Significant accounting policies” in Item 8 of this Annual Report on Form 10-K. We consider an accounting estimate to be critical if that estimate requires that we make assumptions about matters that are highly uncertain at the time we make that estimate and if different estimates that we could reasonably have used or changes in accounting estimates that are reasonably likely to occur could materially affect our consolidated financial statements. The accounting assumptions and estimates discussed below are those that we consider most critical to an understanding of our financial statements because they inherently involve significant judgments and estimates. By their nature, these judgments and estimates are subject to an inherent degree of uncertainty. Actual results could differ from our estimates.

Goodwill

Total goodwill as of December 31, 2022 and 2021 was $2,288.2 million and $2,310.4 million, respectively. We perform an annual goodwill impairment assessment at the reporting unit level each year as of October 1, or more frequently if potential impairment indicators exist. The analysis may include both qualitative and quantitative factors to assess the likelihood of an impairment. A reporting unit’s carrying value used in an impairment test represents the assignment of various assets and liabilities, including corporate allocations, based on the enterprise approach.

Qualitative factors include industry and market considerations, overall financial performance and other relevant events and factors affecting the reporting units. Additionally, as part of this assessment, we may perform a quantitative analysis to support the qualitative factors above by applying sensitivities to assumptions and inputs used in measuring a reporting unit’s fair value.

Our quantitative impairment test considers both the income approach and the market approach to estimate a reporting unit’s fair value. Significant assumptions include forecasted EBITDA, market segment growth rates and discount rates based on a reporting unit's weighted average cost of capital. The use of different assumptions, estimates or judgments could significantly impact the estimated fair value of a reporting unit, and therefore impact a reporting unit's fair value in excess of carrying value assessment.

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Through qualitative assessments performed on the USA, EMEA, Canada, Latin America and Asia-Pacific reporting units, we concluded that it was more likely than not that each reporting unit’s fair value exceeded its carrying value. As such, a quantitative assessment was not performed for any of our reporting units. No goodwill impairment losses were recorded during the years ended December 31, 2022, 2021, or 2020.

Environmental Liabilities

We recognize environmental liabilities for probable and reasonably estimable losses associated with environmental remediation. The estimated environmental liability includes incremental direct costs of investigations, remediation efforts and post-remediation monitoring. Total environmental liabilities at December 31, 2022 and 2021 were $90.9 million and $88.1 million, respectively. See “Note 18: Commitments and contingencies” in Item 8 of this Annual Report on Form 10-K for additional information.

Our environmental liabilities are subject to numerous uncertainties that affect our ability to estimate our costs, or our share of costs if multiple parties are responsible. These uncertainties involve the legal, regulatory and enforcement parameters governing environmental assessment and remediation, the nature and extent of contamination at the sites, the extent and cost of assessment and remediation efforts required, our insurance coverage for the sites and, in the case of sites with multiple responsible parties, the number and financial strength of those parties. In addition, our determination as to whether a loss is probable may change, particularly as new facts emerge as to the causes of contamination. We evaluate each environmental site as new information and facts become available and make adjustments to accruals based upon our assessment of these factors, using technical experts, legal counsel and other specialists.

Defined Benefit Pension Plans

We sponsor defined benefit pension plans in the US and other countries. The valuation for these plans depends on assumptions made by management, which are used by actuaries we engage to calculate the projected and accumulated benefit obligations and the annual expense recognized for the plans. Significant assumptions include discount rates and expected rate of return on plan assets. Changes in assumptions and plan experience result in the recognition of gains and losses in earnings, as our accounting policy is to recognize changes in the fair value of plan assets and projected benefit obligation in the fourth quarter of each year (the “mark to market” adjustment), unless an earlier remeasurement is required. For the years ended December 31, 2022 and 2021, we recorded mark to market gains of $17.2 million and $75.9 million, respectively. See “Note 12: Employee benefit plans” in Item 8 of this Annual Report on Form 10-K for additional information.

Changes in the assumed discount rate and expected rate of return on plan assets would have the following effects:

Increase (decrease) in

(in millions)

Change

2023 Net benefit cost

2022 Projected benefit obligation

Discount rate

100 bps decrease

(2.5)

99.8

Discount rate

100 bps increase

1.7

(87.9)

Expected rate of return on plan assets

100 bps decrease

5.0

N/A

Expected rate of return on plan assets

100 bps increase

(4.4)

N/A

Income Taxes

We are subject to income taxes in the jurisdictions in which we sell products and earn revenues. We record income taxes under the asset and liability method. Under this method, deferred tax assets and liabilities are recognized based on the future tax consequences of temporary differences between the financial statement carrying values of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using the enacted tax rates expected to apply in the years in which the temporary differences are expected to reverse. A reduction of the carrying values of deferred tax assets by a valuation allowance is required if, based on the available evidence, it is more likely than not that such assets will not be realized. In evaluating our ability to realize deferred tax assets, in full or in part, we consider all available positive and negative evidence, including past operating results, forecasted and appropriate character of future taxable income, the duration of statutory carryforward periods, our experience with operating loss and tax credit carryforwards not expiring unused and feasible tax strategies. We have a valuation allowance on certain deferred tax assets, primarily related to foreign tax credits and net operating loss carry forwards. We account for unrecognized tax benefits through an assessment of whether a position is more likely than not to be sustained upon examination by taxing authorities based on its technical merits. We record liabilities for uncertain tax positions taken or expected to be taken in a tax return.

Recently Issued Accounting Pronouncements

See “Note 2: Significant accounting policies” in Item 8 of this Annual Report on Form 10-K.

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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, and evaluate performance using Adjusted EBITDA. Additionally, the Company uses Adjusted EBITDA in setting performance incentive targets to align management compensation measurement with operational performance.

We define Adjusted EBITDA as the sum of consolidated net income; depreciation; amortization; net interest expense; income tax expense; impairment charges; (gain) loss on sale of business; other operating expenses, net and other income (expense), net (for both, see “Note 8: Supplemental financial information” in Item 8 of this Annual Report on Form 10-K for additional information). For 2020, Adjusted EBITDA also included an adjustment to remove a Brazil VAT charge. See below for a reconciliation of net income, the most comparable measure calculated in accordance with GAAP, to Adjusted EBITDA.

We believe other financial measures, as defined below, that do not comply with US GAAP provide relevant and meaningful information concerning the ongoing and future operating results of the Company.

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

•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.

We evaluate our results of operations on both an as reported and a constant currency basis. The constant currency presentation is a non-GAAP financial measure, which excludes the impact of fluctuations in foreign currency exchange rates. We believe providing information on a constant currency basis provides valuable supplemental information regarding our results of operations, consistent with how we evaluate our performance. We calculate constant currency percentages and other information by converting our financial results in local currency for a period using the average exchange rate for the prior period to which we are comparing.

The non-GAAP financial measures noted above are not 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. They 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, other companies may calculate Adjusted EBITDA differently than we do, limiting its usefulness as a comparative measure.

The following table is a reconciliation of net income to Adjusted EBITDA:


	Year ended December 31,
(in millions)	2022		2021		2020
Net income	$	545.3	$	460.6	$	52.9

Depreciation	131.7		150.9		162.9
Amortization	48.2		52.5		60.0
Interest expense, net	102.9		97.2		112.4
Income tax expense	210.9		124.6		6.1
EBITDA	1,039.0		885.8		394.3
Other operating expenses, net	32.8		107.5		89.4
Other (income) expense, net	(26.5)		(110.4)		61.0
Impairment charges	0.6		3.0		40.2
(Gain) loss on sale of business	—		(88.2)		50.6

Brazil VAT charge	—		—		0.3

Adjusted EBITDA	$	1,045.9	$	797.7	$	635.8

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The following table is a reconciliation of gross profit (exclusive of depreciation):


	Year ended December 31,
(in millions)	2022		2021		2020
Net sales	$	11,475.3	$	9,535.5	$	8,265.0
Cost of goods sold (exclusive of depreciation)	8,704.1		7,142.3		6,262.8
Gross profit (exclusive of depreciation)	$	2,771.2	$	2,393.2	$	2,002.2

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Financial Risk Management Objectives and Policies

The principal risks arising from our financial instruments are interest rate and foreign currency risk. We use derivative financial instruments to reduce exposure to fluctuations in foreign exchange rates and interest rates in certain limited circumstances described below. We follow a strict policy that prohibits trading in financial instruments other than to acquire and manage these hedging positions. We do not hold or issue derivative or other financial instruments for speculative purposes, or to hedge translation risk.

Interest Rate Risk

Our exposure to market risk for changes in interest rates relates primarily to our long-term debt obligations. Under our hedging policy, we seek to maintain an appropriate amount of fixed-rate debt obligations, either directly or effectively through interest rate derivative contracts that fix the interest rate payable on all or a portion of our floating rate debt obligations. We assess the anticipated mix of fixed versus floating amount of debt once a year, in connection with our annual budgeting process, with the purpose of hedging variability of interest expense and interest payments on our variable rate bank debt and maintaining a mix of both fixed and floating rate debt. As of December 31, 2022, approximately 68% of our debt was fixed rate after consideration of interest rate swap contracts. An increase in interest rates of 100 basis points on our floating rate debt as of December 31, 2022 would increase our annual interest expense by approximately $7.9 million, including the impact of derivatives.

Foreign Currency Risk

Because we conduct our business on an international basis in multiple currencies, we may be adversely affected by foreign exchange rate fluctuations. Although we report financial results in US dollars, a substantial portion of our net sales and expenses are denominated in currencies other than the US dollar, particularly the euro, Canadian dollar and European currencies other than the euro, including the British pound sterling. Fluctuations in exchange rates could significantly affect our reported results from period to period as we translate results in local currencies into US dollars. We have not used derivative instruments to hedge the translation risk related to earnings of foreign subsidiaries.

Additionally, our investments in EMEA, Canada and LATAM are subject to foreign currency risk. Currency fluctuations result in non-cash gains and losses that do not impact income before income taxes, but instead are recorded as accumulated other comprehensive loss in equity in our consolidated balance sheet. We do not hedge our investments in non-US entities because these investments are viewed as long-term in nature.

The majority of our foreign currency risk arising on cash, accounts receivable, accounts payable and loan balances denominated in currencies other than those in which we record the financial results for a business operation relates to exposures to the US dollar, euro or British pound sterling. The approximate change in our income before income taxes resulting from a 10% increase in the value of the US dollar, euro and British pound sterling with all other variables held constant, including the impact of foreign currency derivative instruments and based on our balances as of December 31, 2022, would be an increase of $2.1 million, an increase of $2.2 million and a decrease of $1.2 million, respectively.

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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA


			Page
Reports of Independent Registered Public Accounting Firm (PCAOB ID: 42)			41
Consolidated Statements of Operations			44
Consolidated Statements of Comprehensive Income			45
Consolidated Balance Sheets			46
Consolidated Statements of Changes in Stockholders’ Equity			47
Consolidated Statements of Cash Flows			48
Notes to Consolidated Financial Statements			49

























Schedule II - Valuation and qualifying accounts			85

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Report of Independent Registered Public Accounting Firm

To the Stockholders and the Board of Directors of Univar Solutions Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Univar Solutions Inc. (the Company) as of December 31, 2022 and 2021, the related consolidated statements of operations, comprehensive income, changes in stockholders’ equity and cash flows for each of the three years in the period ended December 31, 2022, and the related notes and financial statement schedule listed in the Index at Item 15(a) (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2022 and 2021, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2022, in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated February 22, 2023 expressed an unqualified opinion thereon.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.


			Environmental Liabilities
Description of the Matter			At December 31, 2022, the Company’s environmental liability balance was $90.9 million. As discussed in Note 18 of the consolidated financial statements, 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”) at approximately 128 locations. In determining the appropriate level of environmental liabilities, the Company considers several factors such as information obtained from investigatory studies, scope of the remediation and related changes, 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.

			Auditing management’s accrual for environmental liabilities was especially challenging because it involves judgmental underlying assumptions, including remediation methods, remediation time horizon and remediation cost estimates. These assumptions have a significant effect on the accrual for environmental liabilities.

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How We Addressed the Matter in our Audit			We tested management’s controls that address the risks of material misstatement relating to the measurement and valuation of the environmental liabilities. For example, we tested controls over management’s review of the environmental liability calculations and the significant assumptions and data inputs used by management.

			To test the accrual for environmental liabilities, we involved our specialist to assist us in evaluating the reasonableness of the Company’s calculation and underlying assumptions. We performed audit procedures that included, among others, assessing key methodologies and testing the significant assumptions and the underlying data used by management. For example, we tested the site’s current remediation status and remediation strategy, which included an analysis of the site’s remediation timeline, regulatory requirements, remediation actions and related technologies.

/s/ Ernst & Young LLP

We have served as the Company’s auditor since 2010.

Chicago, Illinois

February 22, 2023

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Report of Independent Registered Public Accounting Firm

To the Stockholders and the Board of Directors of Univar Solutions Inc.

Opinion on Internal Control Over Financial Reporting

We have audited Univar Solutions Inc.’s internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, Univar Solutions Inc. (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2022, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2022 and 2021, the related consolidated statements of operations, comprehensive income, changes in stockholders’ equity and cash flows for each of the three years in the period ended December 31, 2022, and the related notes and financial statement schedule listed in the Index at Item 15(a) and our report dated February 22, 2023 expressed an unqualified opinion thereon.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management's Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed 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. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ Ernst & Young LLP

Chicago, Illinois

February 22, 2023

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Univar Solutions Inc.

Consolidated Statements of Operations


	Year ended December 31,
(in millions, except per share data)	2022		2021		2020
Net sales	$	11,475.3	$	9,535.5	$	8,265.0
Cost of goods sold (exclusive of depreciation)	8,704.1		7,142.3		6,262.8
Operating expenses:
Outbound freight and handling	476.8		403.7		344.4
Warehousing, selling and administrative	1,248.5		1,191.8		1,022.3
Other operating expenses, net	32.8		107.5		89.4
Depreciation	131.7		150.9		162.9
Amortization	48.2		52.5		60.0
Impairment charges	0.6		3.0		40.2
Total operating expenses	1,938.6		1,909.4		1,719.2
Operating income	832.6		483.8		283.0
Other (expense) income:
Interest income	4.3		4.3		2.1
Interest expense	(107.2)		(101.5)		(114.5)
Gain (loss) on sale of business	—		88.2		(50.6)

Other income (expense), net	26.5		110.4		(61.0)
Total other (expense) income	(76.4)		101.4		(224.0)
Income before income taxes	756.2		585.2		59.0
Income tax expense	210.9		124.6		6.1


Net income	$	545.3	$	460.6	$	52.9

Income per common share:


Basic	$	3.29	$	2.71	$	0.31


Diluted	$	3.26	$	2.69	$	0.31

Weighted average common shares outstanding:
Basic	165.8		170.2		169.0
Diluted	167.4		171.4		169.8

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

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Univar Solutions Inc.

Consolidated Statements of Comprehensive Income


	Year ended December 31,
(in millions)	2022		2021		2020
Net income	$	545.3	$	460.6	$	52.9
Other comprehensive income (loss), net of tax:

Foreign currency translation, net of tax of $0.1, $— and $(4.7) for the years ended December 31, 2022, 2021 and 2020, respectively	(64.4)		5.0		(10.7)
Pension and other postretirement benefits adjustment, net of tax of $0.1, $0.6 and $(4.7) for the years ended December 31, 2022, 2021 and 2020, respectively	(0.6)		(2.5)		20.2
Derivative financial instruments, net of tax of $(28.5), $(7.8) and $7.9 for the years ended December 31, 2022, 2021 and 2020, respectively	83.0		21.9		(17.3)
Total other comprehensive income (loss), net of tax	18.0		24.4		(7.8)
Comprehensive income	$	563.3	$	485.0	$	45.1

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

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Univar Solutions Inc.

Consolidated Balance Sheets


	December 31,
(in millions, except share and per share data)	2022		2021
Assets
Current assets:
Cash and cash equivalents	$	385.3	$	251.5
Trade accounts receivable, net of allowance for doubtful accounts of $13.1 and $15.8 at December 31, 2022 and 2021, respectively.	1,489.9		1,539.5
Inventories	1,137.8		932.2

Prepaid expenses and other current assets	217.8		169.1
Total current assets	3,230.8		2,892.3
Property, plant and equipment, net	1,055.0		1,031.0
Goodwill	2,288.2		2,310.4
Intangible assets, net	167.0		211.7
Deferred tax assets	20.7		29.4
Other assets	384.0		303.0
Total assets	$	7,145.7	$	6,777.8
Liabilities and stockholders’ equity
Current liabilities:

Trade accounts payable	$	982.5	$	1,009.3
Current portion of long-term debt	38.9		41.5
Accrued compensation	204.7		196.4

Other accrued expenses	401.3		420.4
Total current liabilities	1,627.4		1,667.6
Long-term debt	2,426.9		2,223.5
Pension and other postretirement benefit liabilities	135.2		211.7
Deferred tax liabilities	106.2		56.1
Other long-term liabilities	355.8		326.4
Total liabilities	4,651.5		4,485.3
Commitments and contingencies
Stockholders’ equity:
Preferred stock, $0.01 par value, 200,000,000 shares authorized, none issued	—		—
Common stock, $0.01 par value, 2,000,000,000 shares authorized, 173,237,533 and 171,199,938 shares issued at December 31, 2022 and 2021, respectively	1.7		1.7
Additional paid-in capital	3,046.0		3,048.5
Treasury stock at cost, 15,254,566 and 1,832,385 shares at December 31, 2022 and 2021, respectively	(409.1)		(50.0)
Retained earnings (accumulated deficit)	200.3		(345.0)
Accumulated other comprehensive loss	(344.7)		(362.7)
Total stockholders’ equity	2,494.2		2,292.5
Total liabilities and stockholders’ equity	$	7,145.7	$	6,777.8

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

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Univar Solutions Inc.

Consolidated Statements of Changes in Stockholders’ Equity


(in millions)	Common stock outstanding (shares)	Common stock		Additional paid-in capital		Treasury stock		Retained earnings (accumulated deficit)		Accumulated other comprehensive loss		Total
Balance as of January 1, 2020	168.7	$	1.7	$	2,968.9	$	—	$	(858.5)	$	(379.3)	$	1,732.8

Net income	—	—		—		—		52.9		—		52.9



Other comprehensive loss, net of tax	—	—		—		—		—		(7.8)		(7.8)



Restricted stock units vested, net of tax withholdings	0.4	—		(2.9)		—		—		—		(2.9)
Stock option exercises	0.1	—		1.1		—		—		—		1.1
Employee stock purchase plan	0.1	—		1.5		—		—		—		1.5
Stock-based compensation expense	—	—		14.5		—		—		—		14.5
Other	—	—		0.2		—		—		—		0.2
Balance as of December 31, 2020	169.3	$	1.7	$	2,983.3	$	—	$	(805.6)	$	(387.1)	$	1,792.3
Net income	—	—		—		—		460.6		—		460.6



Other comprehensive income, net of tax	—	—		—		—		—		24.4		24.4
Exercise of warrants	1.0	—		26.8		—		—		—		26.8
Restricted stock units vested, net of tax withholdings	0.3	—		(2.6)		—		—		—		(2.6)


Stock option exercises	0.6	—		13.4		—		—		—		13.4
Employee stock purchase plan	—	—		1.5		—		—		—		1.5
Stock-based compensation expense	—	—		25.4		—		—		—		25.4
Purchase of treasury stock	(1.8)	—		—		(50.0)		—		—		(50.0)
Other	—	—		0.7		—		—		—		0.7
Balance as of December 31, 2021	169.4	$	1.7	$	3,048.5	$	(50.0)	$	(345.0)	$	(362.7)	$	2,292.5
Net income	—	—		—		—		545.3		—		545.3



Other comprehensive income, net of tax	—	—		—		—		—		18.0		18.0


Restricted stock units vested, net of tax withholdings	0.9	—		(11.7)		—		—		—		(11.7)
Stock option exercises	1.0	—		24.1		—		—		—		24.1
Employee stock purchase plan	0.1	—		1.6		—		—		—		1.6
Stock-based compensation expense	—	—		34.3		—		—		—		34.3
Purchase of treasury stock	(13.4)	—		(50.0)		(359.1)		—		—		(409.1)
Other	—	—		(0.8)		—		—		—		(0.8)
Balance as of December 31, 2022	158.0	$	1.7	$	3,046.0	$	(409.1)	$	200.3	$	(344.7)	$	2,494.2

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

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Univar Solutions Inc.

Consolidated Statements of Cash Flows


	Year ended December 31,
(in millions)	2022		2021		2020
Operating activities:
Net income	$	545.3	$	460.6	$	52.9
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	179.9		203.4		222.9
Impairment charges	0.6		3.0		40.2
Amortization of deferred financing fees and debt discount	5.7		6.2		6.5
(Gain) loss on sale of business	—		(88.2)		50.6
Gain on sale of property, plant and equipment	(2.8)		(10.1)		(23.7)
Pension mark to market (gain) loss	(17.7)		(75.9)		52.8

Deferred income taxes	29.0		6.4		(32.4)
Stock-based compensation expense	34.3		25.4		14.5

Fair value adjustment for warrants	—		(33.8)		0.8
Other	0.8		3.4		5.4
Changes in operating assets and liabilities:
Trade accounts receivable, net	22.9		(328.6)		(66.0)
Inventories	(220.5)		(270.2)		126.0
Prepaid expenses and other current assets	(12.7)		(35.0)		1.2
Trade accounts payable	(6.8)		255.1		(139.3)

Other, net	(11.6)		168.6		(85.5)
Net cash provided by operating activities	546.4		290.3		226.9
Investing activities:
Purchases of property, plant and equipment	(153.8)		(110.9)		(111.3)
Purchases of businesses, net of cash acquired	(16.7)		(28.7)		(4.6)
Proceeds from sale of property, plant and equipment	7.8		29.0		46.5
Proceeds from sale of business	—		136.5		37.3
Other	1.0		(2.3)		(9.2)
Net cash (used) provided by investing activities	(161.7)		23.6		(41.3)
Financing activities:
Proceeds from the issuance of long-term debt, net	199.6		995.0		—
Payments on long-term debt and finance lease obligations	(87.7)		(1,440.5)		(205.3)
Proceeds under revolving credit facilities	2,238.7		2,732.4		2,150.0
Payments under revolving credit facilities	(2,186.9)		(2,700.0)		(2,084.5)

Debt issuance costs	(2.1)		(1.0)		—
Taxes paid related to net share settlements of stock-based compensation awards	(7.8)		(2.6)		(2.9)
Purchases of treasury stock	(409.1)		(50.0)		—
Stock option exercises	23.9		13.4		1.1
Proceeds from the exercise of warrants	—		27.1		—
Other	(1.3)		1.6		1.6
Net cash used by financing activities	(232.7)		(424.6)		(140.0)
Effect of exchange rate changes on cash and cash equivalents	(18.2)		(24.4)		10.7
Net increase (decrease) in cash and cash equivalents	133.8		(135.1)		56.3
Cash and cash equivalents at beginning of period	251.5		386.6		330.3
Cash and cash equivalents at end of period	$	385.3	$	251.5	$	386.6
Supplemental disclosure of cash flow information:
Cash paid during the period for:
Income taxes	$	189.7	$	98.0	$	51.3
Interest, net of capitalized interest	88.7		88.0		104.7
Non-cash activities:

Other liabilities related to the purchase of businesses	$	1.4	$	23.0	$	—
Additions of property, plant and equipment included in trade accounts payable and other accrued expenses	8.5		14.8		5.5
Additions of property, plant and equipment under a finance lease obligation	34.5		31.8		61.4
Additions of assets under an operating lease obligation	96.0		63.1		62.1

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

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Univar Solutions Inc.

Notes to Consolidated Financial Statements

1. Nature of operations

Headquartered in Downers Grove, Illinois, Univar Solutions Inc. (the "Company") is a leading global distributor of commodity and specialty chemicals and ingredients, as well as a provider of value-added services, to customers across a wide range of industries. The Company’s four reportable segments, defined as USA, EMEA, Canada and LATAM, represent the geographic areas under which the Company operates and manages its business. LATAM includes certain developing businesses in Latin America and the Asia-Pacific region.

2. Significant accounting policies

Basis of consolidation and presentation

The consolidated financial statements include the financial statements of the Company and its majority-owned subsidiaries. Subsidiaries are consolidated if the Company has a controlling financial interest, which may exist based on ownership of a majority of the voting interest, or based on the Company's determination that it is the primary beneficiary of a variable interest entity. All intercompany balances and transactions are eliminated in consolidation. Unless otherwise indicated, all financial data presented in these consolidated financial statements are expressed in US dollars.

Proceeds and payments under the revolving credit facilities for the years ended December 31, 2021 and 2020, which were previously reported net in the consolidated statements of cash flows, are now presented separately to conform to the current year presentation. Additionally, certain other immaterial amounts in the prior years’ consolidated financial statements and notes have been reclassified to conform to the current year presentation.

Use of estimates

The preparation of consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions affecting the amounts reported and disclosed in the financial statements and accompanying notes. Actual results could differ materially from these estimates.

Cash and cash equivalents

Cash and cash equivalents include highly-liquid investments with an original maturity of three months or less that are readily convertible into known amounts of cash.

Certain of the Company’s subsidiaries participate in a multi-currency, notional cash pooling arrangement with a third-party bank provider to 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 consolidated balance sheets. As of December 31, 2022, the net cash position of the Notional Cash Pool was $52.9 million, which consisted of a gross cash balance of $69.8 million less a bank overdraft balance of $16.9 million. As of December 31, 2021, the net cash position of the Notional Cash Pool was $43.2 million, which consisted of a gross cash balance of $146.0 million less a bank overdraft balance of $102.8 million.

Trade accounts receivable, net and allowance for doubtful accounts

Trade accounts receivable are stated at the invoiced amount, net of an 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.

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Changes in the allowance for doubtful accounts were as follows:


(in millions)	2022		2021		2020
Balance as of January 1	$	15.8	$	17.2	$	12.9
Provision for credit losses	5.1		6.9		9.3
Write-offs	(7.7)		(8.1)		(4.4)
Recoveries	—		—		0.1
Dispositions	—		—		(0.5)
Foreign exchange	(0.1)		(0.2)		(0.2)
Balance as of December 31	$	13.1	$	15.8	$	17.2

Inventories

Inventories consist primarily of products purchased for resale and are stated at the lower of cost or net realizable value. Inventory cost is determined based on the weighted average cost method and includes purchase price from producers net of rebates received, inbound freight and handling, and direct labor and other costs incurred to blend and repackage product, but excludes depreciation expense.

Property, plant and equipment, net

Property, plant and equipment are carried at historical cost, net of accumulated depreciation. Depreciation is recorded on a straight-line basis over the estimated useful life of each asset as follows:


Buildings			10-50 years
Main components of tank farms			5-40 years
Containers			2-15 years
Machinery and equipment			5-20 years
Furniture, fixtures and others			5-20 years
Information technology			3-10 years

The Company evaluates the useful life and carrying value of property, plant and equipment for impairment if an event occurs or circumstances change that would indicate the carrying value may not be recoverable. If the carrying amount of the asset group is not recoverable on an undiscounted cash flow basis, an impairment loss is recognized to the extent the asset group's carrying amount exceeds its estimated fair value.

Goodwill and intangible assets

Goodwill represents the excess of the aggregate purchase price over the fair value of the net assets acquired in business combinations. Goodwill is tested for impairment annually as of October 1, or between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. The Company’s reporting units are USA, EMEA, Canada, Latin America and Asia-Pacific.

For each of the reporting units, the Company has the option to perform either the qualitative or quantitative test. In the event a reporting unit fails the qualitative test, it is required to perform the quantitative test. The quantitative impairment test considers both the income approach and the market approach to estimate a reporting unit’s fair value. Significant assumptions include forecasted earnings before interest, taxes, depreciation and amortization ("EBITDA"), market segment growth rates and discount rates based on a reporting unit's weighted average cost of capital.

If the fair value of a reporting unit is less than its carrying value, the Company will recognize an impairment for the lesser of the amount by which the reporting unit's carrying amount exceeds its fair value or the reporting unit’s goodwill carrying value. As of October 1, 2022, the Company performed its annual impairment assessment using the qualitative test and concluded that fair value exceeded carrying value for all reporting units.

The Company's intangible assets have finite lives and are amortized over their respective useful lives of 2 to 20 years using the estimated pattern of economic benefit. Intangible assets are tested for impairment if an event occurs or circumstances change that indicates the carrying value may not be recoverable.

Short-term financing

Short-term financing includes bank overdrafts and short-term lines of credit.

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Income taxes

Deferred tax assets and liabilities are determined based on differences between financial reporting and tax bases of assets and liabilities and are measured using enacted tax rates and laws that are expected to be in effect when the differences reverse. Deferred tax assets are also recognized for the estimated future effects of tax loss carryforwards. The effect on deferred taxes of changes in tax rates is recognized in the period in which the revised tax rate is enacted. Income tax effects are released from accumulated other comprehensive loss in the period the underlying item expires.

The Company records valuation allowances to reduce deferred tax assets to the extent it believes it is more likely than not that such assets will not be realized. In making such determinations, the Company considers all available positive and negative evidence, including scheduled reversals of deferred tax liabilities, forecasted and appropriate character of future taxable income, its experience with operating loss and tax credit carryforwards not expiring unused, tax planning strategies and the ability to carry back losses to prior years.

The Company is subject to global intangible low-taxed income ("GILTI"), which is a tax on foreign income in excess of a deemed return on tangible assets of foreign corporations. The Company treats taxes due on future US inclusions in taxable income related to GILTI as a current-period expense when incurred.

The Company accounts for unrecognized tax benefits through an assessment of whether a position is more likely than not to be sustained upon examination by taxing authorities based on its technical merits. The Company records liabilities for uncertain tax positions taken or expected to be taken in a tax return. The Company recognizes interest and penalties related to unrecognized tax benefits within interest expense and warehousing, selling and administrative expenses, respectively, in the consolidated statements of operations. Accrued interest and penalties are included in other accrued expenses and other long-term liabilities in the consolidated balance sheets.

Defined benefit pension plans

The Company sponsors several defined benefit pension plans and recognizes actuarial gains or losses, known as "mark to market" adjustments, as of the December 31 measurement date. The mark to market adjustments primarily include gains and losses resulting from changes in discount rates and the difference between the expected and actual rate of return on plan assets. Settlement gains and losses are recognized in the period in which the settlement occurs. The fair value of plan assets is used to calculate the expected return on plan assets component of net periodic benefit cost.

Leases

At the commencement date of a lease, the Company recognizes a liability to make lease payments and an asset representing the right to use the underlying asset during the lease term. The Company includes options to extend or terminate a lease within the lease term when it is reasonably certain the option will be exercised. The lease liability is measured at the present value of fixed lease payments over the lease term. The lease liability includes payments allocated to lease components, while payments allocated to non-lease components are expensed as incurred for all asset classes. When a contract excludes an implicit rate, the Company utilizes an incremental borrowing rate based on information available at the lease commencement date, including lease term and geographic region. The initial measurement of the right-of-use asset includes the initial measurement of the lease liability, fixed lease payments made in advance of the lease commencement date and initial direct costs incurred by the Company and excludes lease incentives. Variable lease payments, such as payments based on an index rate or usage, are expensed as incurred and excluded from lease liabilities and right-of-use assets.

Leases with an initial term of 12 months or less are classified as short-term leases and are not recorded on the consolidated balance sheets. The lease expense for short-term leases is recognized on a straight-line basis over the lease term.

Legal costs

Legal costs are expensed as incurred.

Environmental liabilities

Environmental liabilities are recognized for probable and reasonably estimable losses associated with environmental remediation. Incremental direct costs of the investigation, remediation effort and post-remediation monitoring are included in the estimated environmental liabilities. The Company discounts environmental liabilities if the liability and the respective payment streams are fixed or reliably determinable. Expected cash outflows related to environmental remediation for the next 12 months and amounts for which the timing is uncertain are reported as current within other accrued expenses in the consolidated balance sheets. The long-term portion of environmental liabilities is reported within other long-term liabilities in

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the consolidated balance sheets. Environmental liabilities are not reduced for potential insurance recoveries. Insurance recoveries are recorded when it is probable that a recovery will be realized and are included within prepaid expenses and other current assets or other assets in the consolidated balance sheets. Environmental remediation expenses and insurance recoveries are included within warehousing, selling and administrative expenses in the consolidated statements of operations, unless associated with disposed operations, in which case such expenses are included in other operating expenses, net.

Revenue recognition

Revenue is measured as the amount of consideration the Company expects to receive in exchange for transferring a good or providing a service. Since the term between invoicing and payment is less than a year, revenue is not adjusted for the effects of a significant financing component. Revenue for bill-and-hold arrangements is recognized if the Company has a substantive customer request, the materials are properly segregated and designated as belonging to the customer, materials are ready to be transferred to the customer and the Company is unable to direct the materials to another customer.

Chemical distribution

Revenue is recognized when performance obligations under the terms of the contract are satisfied, which generally occurs at a point in time upon completion of the shipping process as indicated by the terms of the contract. Net sales include product sales and billings for freight and handling charges, net of discounts, expected returns, customer price and volume incentives and sales or other revenue-based taxes. The Company estimates customer price and volume incentives and expected customer returns based on historical experience.

Services

The Company recognizes revenue from services as they are performed and economic value is transferred to customers. Services provided to customers are primarily related to waste management and warehousing.

Crop sciences

The Company recognized revenue when control of products transferred to customers. The amount of consideration recorded varied due to price movements and rights granted to customers to return product. Customer payment terms often extended through a growing season, which was up to six months.

Beginning in 2021, crop sciences is no longer a revenue stream due to actions taken by the Company within the Canada segment in 2020.

Foreign currency

Assets and liabilities of foreign subsidiaries are translated into US dollars at period-end exchange rates. Income and expense accounts of foreign subsidiaries are translated into US dollars at the average exchange rates for the period. The net exchange gains and losses arising from translation are reflected as a component of foreign currency translation within accumulated other comprehensive income (loss) ("AOCI").

Transaction gains and losses are recognized in other income (expense), net in the consolidated statements of operations. Transaction gains and losses relating to intercompany borrowings that are an investment in a foreign subsidiary are reflected as a component of foreign currency translation within AOCI.

Stock-based compensation

The Company measures the total amount of employee stock-based compensation expense based on the grant date fair value of each award. Expense is recognized for each separately vesting tranche on a straight-line basis over the requisite service period, which is the shorter of the service period of the award or the period until the employees' retirement eligibility date. The Company recognizes forfeitures when incurred.

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Fair value

Certain assets and liabilities are required to be recorded at fair value. The estimated fair values of those assets and liabilities have been determined using market information and valuation methodologies. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect the Company’s market assumptions. A financial instrument's categorization within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. There are three levels of inputs that may be used to measure fair value and a net asset value ("NAV") practical expedient:


			Level 1			Quoted prices for identical instruments in active markets.

			Level 2			Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuation in which all significant inputs and significant value drivers are observable in active markets.

			Level 3			Valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

			NAV			As a practical expedient, certain investments are measured based on the NAV per share (or equivalent) due to the absence of a readily available market price, and are excluded from the fair value hierarchy.

Derivatives

The Company uses derivative financial instruments to manage risks associated with foreign currency and interest rate fluctuations. The Company does not use derivative instruments for speculative trading purposes. 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 interest rate and cross currency 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. Changes in the fair value of derivative financial instruments are recognized in the consolidated statements of operations within interest expense or other income (expense), net. Cash flows associated with derivative financial instruments are recognized in the operating activities section of the consolidated statements of cash flows.

For derivatives designated as cash flow hedges, changes in the fair value of the derivative are recorded to AOCI and are reclassified to earnings when the underlying forecasted transaction affects earnings. For contracts designated as cash flow hedges, the Company reassesses the probability of the underlying forecasted transactions occurring on a quarterly basis. For derivatives not designated as hedging instruments, all changes in fair value are recorded to earnings in the current period.

Earnings per share

Basic earnings per share is based on the weighted average number of common shares outstanding during each period. Diluted earnings per share is based on the weighted average number of common shares and dilutive common share equivalents outstanding during each period. The Company reflects common share equivalents relating to stock options, non-vested restricted stock and non-vested restricted stock units in its computation of diluted weighted average shares outstanding, unless the effect of inclusion is anti-dilutive. The effect of dilutive securities is calculated using the treasury stock method.

Recently adopted accounting pronouncements

In November 2021, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2021-10 "Government Assistance" (Topic 832) - "Disclosures by Business Entities about Government Assistance" to increase the transparency of disclosures for government assistance and grants. The ASU requires annual disclosures pertaining to the types of received government assistance, accounting for the transactions and the related impacts on the reported financial results. The Company adopted this guidance on a prospective basis in the fourth quarter of 2022, which did not impact the consolidated financial statements and disclosures as the Company has not received significant government assistance.

In December 2022, the FASB issued ASU 2022-06 "Reference Rate Reform" (Topic 848) "Deferral of the Sunset Date of Topic 848", which deferred the sunset date of Topic 848 from December 31, 2022 to December 31, 2024. Topic 848 provides optional practical expedients and elections when accounting for contracts, hedging relationships and other transactions affected by the discontinuation of reference rates such as LIBOR, if certain criteria are met. The standard was effective upon issuance and the Company may apply the optional practical expedients and elections in Topic 848 prospectively through December 31, 2024. The Company adopted the standard in the fourth quarter of 2022, which did not impact the consolidated financial statements.

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Accounting pronouncements issued and not yet adopted

In October 2021, the FASB issued ASU 2021-08 "Business Combinations" (Topic 805) – "Accounting for Contract Assets and Contract Liabilities from Contracts with Customers." This ASU requires an entity to recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with Topic 606 (Revenue from Contracts with Customers). The standard is effective for public business entities for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The Company will adopt this guidance on a prospective basis effective January 1, 2023, which is not expected to have a material impact on the consolidated financial statements.

In September 2022, the FASB issued ASU 2022-04 "Liabilities - Supplier Finance Programs" (Subtopic 405-50) - "Disclosure of Supplier Finance Program Obligations" to enhance the transparency of disclosure regarding supplier finance programs. The ASU requires a buyer in a supplier finance program to disclose information about the program's nature, activity during the period, changes from period to period and potential magnitude. The standard is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years, except for the disclosure of rollforward information, which is effective for fiscal years beginning after December 15, 2023. Retrospective application of the guidance is required for all disclosures except rollforward information, which requires prospective application. The Company has not yet determined the impact of the standard on its disclosures.

3. Business combinations

The Company makes acquisitions of certain businesses from time to time that are aligned with its strategic intent with respect to, among other factors, growth markets and adjacent product lines or technologies. Goodwill resulting from business combinations is largely attributable to the existing workforce of the acquired businesses and synergies expected to arise after the Company's acquisition of these businesses.

Vicom Distribución Productos Quimicos, S.L.

On July 29, 2022, the Company acquired all of the outstanding equity interests in Vicom, a leading regional specialty chemical distributor in Spain and Portugal, for cash consideration of $14.5 million. The transaction was accounted for under the acquisition method of accounting and the results of operations are included in the EMEA segment. The preliminary purchase price allocation included $3.4 million in identified intangible assets related to customer relationships and $5.6 million in goodwill, which is included in the EMEA segment and is not deductible for income tax purposes.

Sweetmix Distribuidora de Materias Primas Industriais Ltda

On December 1, 2021, the Company acquired all of the outstanding equity interests in Sweetmix, a food ingredients and CASE specialty chemical distribution company in Brazil. The purchase price, including measurement period adjustments, was $53.0 million, $28.7 million of which was paid in cash (net of cash acquired of $1.2 million) upon closing, with the remaining $23.1 million to be paid over the next five years. The transaction was accounted for under the acquisition method of accounting and the results of operations are included in the LATAM segment.

During the year ended December 31, 2022, the Company updated the purchase price allocation to reflect intangible asset fair value adjustments, purchase price adjustments and the deferred tax impacts of the recognized adjustments. The final purchase price allocation and measurement period adjustments are presented in the table below:


(in millions)	Initial Purchase Price Allocation		Measurement Period Adjustments		Final Purchase Price Allocation
Cash and cash equivalents	$	1.2	$	—	$	1.2
Trade accounts receivable, net	15.6		—		15.6
Inventories	8.5		—		8.5
Prepaid expenses and other current assets	2.6		—		2.6
Goodwill	33.8		(0.8)		33.0
Intangible assets, net	13.3		1.7		15.0
Trade accounts payable	(16.6)		—		(16.6)
Deferred tax liabilities	(4.5)		(0.8)		(5.3)
Other assets and liabilities, net	(1.0)		—		(1.0)
Purchase consideration	52.9		0.1		53.0
Less: Cash and cash equivalents	1.2		—		1.2
Purchase consideration, net of cash	$	51.7	$	0.1	$	51.8

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The goodwill is included in the LATAM segment and is not deductible for income tax purposes. The identified intangible assets relate to customer relationships that will be amortized over a period of eight years.

Zhuhai Techi Chem Silicone Industry Corporation

On December 18, 2020, the Company completed the acquisition of the specialty silicone solutions business of Techi Chem, a leading distributor of specialty silicone solutions used primarily for the CASE market within the China marketplace. The purchase price of $6.8 million was comprised of $4.6 million paid in cash and $2.2 million of contingent consideration. The transaction was accounted for under the acquisition method of accounting and the results of operations are included in the LATAM segment.

4. Dispositions

The dispositions below did not meet the criteria to be classified as a discontinued operation in the Company’s consolidated financial statements since the dispositions did not represent a strategic shift that had, or will have, a major effect on the Company’s operations and financial results.

Distrupol Business

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. In 2021, the Company recorded an $87.6 million pre-tax gain on sale of business in the consolidated statements of operations, net of a release of cumulative foreign currency translation losses of $18.1 million. The sale of the Distrupol business was exempt from tax under local country subsidiary participation exemptions. The impact of the sale on US income taxes was minimal. The Company recorded income before income taxes attributable to the Distrupol business of $3.9 million and $10.3 million for the years ended December 31, 2021 and 2020, respectively.

Canadian Agriculture Services Business

On November 30, 2020, the Company completed the sale of its Canadian Agriculture services business within the Canada segment for total net cash proceeds of $39.3 million after closing transaction-related expenses. In 2020, the Company recorded a $31.5 million pre-tax loss on sale of business in the consolidated statements of operations. In 2021, the Company recognized a favorable adjustment of $0.7 million, decreasing the loss on sale recorded in 2020. The Company recorded income before income taxes attributable to the Canadian Agriculture services business of $2.8 million for the year ended December 31, 2020.

Industrial Spill and Emergency Response Businesses

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 closing transaction-related expenses. In 2020, the Company recorded a $10.5 million pre-tax loss on sale of business in the consolidated statements of operations. The Company recorded a loss before income taxes attributable to these businesses of $26.9 million for the year ended December 31, 2020.

Environmental Sciences Business

On December 31, 2019, the Company completed the sale of the Environmental Sciences business to AEA Investors LP for total net cash proceeds of $174.0 million plus a $5.0 million ($2.4 million present value) subordinated note receivable. In 2020, the Company recorded a net working capital adjustment of $8.2 million, reducing the proceeds and the gain on sale initially recorded in 2019.

5. 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. Significant estimates include forecasted 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.

Year ended December 31, 2021

Throughout 2021, the Company announced the closure of certain operating facilities in the USA and Canada segments, which resulted in impairment charges related to property, plant and equipment, net of $3.0 million within the consolidated statements of operations.

Year ended December 31, 2020

During 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 an impairment 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, pre-tax impairment charge of

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$15.5 million, consisting of $12.8 million of intangible assets, net and $2.7 million of property, plant and equipment, net, within the consolidated statements of operations.

During 2020, the Company decided to cease further investment in, and seek to exit a contract related to certain technology assets, consisting of capitalized software and hardware components. This event represented an impairment triggering event requiring an impairment analysis within the Other segment. As a result, the Company recorded a pre-tax impairment charge of $21.7 million, inclusive of non-cash and cash components of $19.7 million and $2.0 million, respectively, relating to property, plant and equipment, net, within the consolidated statements of operations.

Additionally, the Company recorded impairment charges of $3.0 million related to property, plant and equipment, net within the consolidated statements of operations during the year ended December 31, 2020. The impairment charges were in connection with the announced closure of certain operating facilities in the USA segment and the wind down of the Canadian Agriculture wholesale distribution business.

6. Goodwill and intangible assets, net

Goodwill

The following table is a summary of goodwill activity by segment:


(in millions)	USA		EMEA		Canada		LATAM		Total
Balance as of January 1, 2021	$	1,805.0	$	8.7	$	428.1	$	28.6	$	2,270.4
Acquisitions (1)	—		—		—		33.8		33.8
Purchase price adjustments (2)	—		—		—		(0.7)		(0.7)
Dispositions and other adjustments	7.6		(1.1)		—		(2.4)		4.1
Foreign currency translation	—		(0.2)		3.3		(0.3)		2.8
Balance as of December 31, 2021	1,812.6		7.4		431.4		59.0		2,310.4
Acquisitions (1)	—		5.6		—		—		5.6
Purchase price adjustments (2)	—		—		—		(0.8)		(0.8)

Foreign currency translation	—		(0.4)		(28.9)		2.3		(27.0)
Balance as of December 31, 2022	$	1,812.6	$	12.6	$	402.5	$	60.5	$	2,288.2

(1)Acquisitions in 2021 and 2022 related to Sweetmix and Vicom, respectively.

(2)Purchase price adjustments in 2021 and 2022 related to the Techi Chem and Sweetmix acquisitions, respectively.

Accumulated goodwill impairment losses by segment were as follows:


(in millions)	USA		EMEA		Canada		LATAM		Total
Balance as of January 1, 2021	$	—	$	216.7	$	1.4	$	45.3	$	263.4
Balance as of December 31, 2021	—		170.9		1.4		43.5		215.8
Balance as of December 31, 2022	—		158.5		1.3		45.3		205.1

The year-over-year changes primarily relate to dispositions and foreign currency translation adjustments.

Intangible assets, net

The gross carrying amounts and accumulated amortization of the Company’s intangible assets were as follows:


	December 31, 2022						December 31, 2021
(in millions)	Gross		Accumulated amortization		Net		Gross		Accumulated amortization		Net
Customer relationships	$	929.6	$	(765.2)	$	164.4	$	940.1	$	(732.8)	$	207.3
Other	167.0		(164.4)		2.6		168.9		(164.5)		4.4
Total intangible assets	$	1,096.6	$	(929.6)	$	167.0	$	1,109.0	$	(897.3)	$	211.7

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

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


(in millions)
2023	$	42.4
2024	33.0
2025	29.1
2026	24.0
2027	19.1

7. 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 the Company's revenues, as it aligns with how the Company reviews the financial performance of its operations. Revenue contract types are differentiated by the type of good or service the Company offers customers, since the contractual terms necessary for revenue recognition are unique to each of the identified revenue contract types.

The following table disaggregates external customer net sales by major category:


	Year ended December 31,
(in millions)	2022		2021		2020
USA
Chemical distribution	$	7,247.3	$	5,743.2	$	4,698.1
Services	286.2		280.8		308.1
Total external customer net sales	$	7,533.5	$	6,024.0	$	5,006.2
EMEA
Chemical distribution	$	2,064.6	$	1,970.8	$	1,695.8
Services	0.1		0.3		1.3
Total external customer net sales	$	2,064.7	$	1,971.1	$	1,697.1
Canada
Chemical distribution	$	1,120.5	$	919.2	$	749.7
Crop sciences	—		—		315.1
Services	—		10.8		45.9
Total external customer net sales	$	1,120.5	$	930.0	$	1,110.7
LATAM
Chemical distribution	$	739.5	$	598.5	$	441.5
Services	17.1		11.9		9.5
Total external customer net sales	$	756.6	$	610.4	$	451.0
Consolidated
Chemical distribution	$	11,171.9	$	9,231.7	$	7,585.1
Crop sciences	—		—		315.1
Services	303.4		303.8		364.8
Total external customer net sales	$	11,475.3	$	9,535.5	$	8,265.0

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Deferred revenue

Deferred revenues are recognized as contract liabilities when customers provide the Company with consideration prior to the Company satisfying its 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 other accrued expenses in the consolidated balance sheets. Deferred revenues as of December 31, 2022 and 2021 were $15.3 million and $17.6 million, respectively.

Revenue recognized for the years ended December 31, 2022 and 2021 from amounts included in contract liabilities at the beginning of the respective periods was $16.8 million and $5.3 million, respectively.

8. Supplemental financial information

Other operating expenses, net

Other operating expenses, net consisted of the following:


	Year ended December 31,
(in millions)	2022		2021		2020
Acquisition and integration related expenses	$	1.7	$	55.8	$	62.4
Stock-based compensation expense	34.3		25.4		14.5
Restructuring charges	—		0.2		13.9
Other employee severance costs	—		8.7		14.8
Other facility closure costs	—		1.2		2.7
Multi-employer pension plan exit liability	—		31.2		—
Gain on sale of property, plant and equipment	(2.8)		(10.1)		(23.7)

Other	(0.4)		(4.9)		4.8
Total other operating expenses, net	$	32.8	$	107.5	$	89.4

Other income (expense), net

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


	Year ended December 31,
(in millions)	2022		2021		2020
Pension mark to market gain (loss)	$	17.7	$	75.9	$	(52.8)
Pension settlement gain	5.2		0.3		0.6
Non-operating retirement benefits	10.9		18.5		8.5
Foreign currency loss, net	(13.4)		(15.9)		(6.8)
Undesignated derivative instruments	6.9		5.8		(4.8)
Debt refinancing costs	—		(7.0)		(0.1)
Fair value adjustment for warrants	—		33.8		(0.8)
Other	(0.8)		(1.0)		(4.8)
Total other income (expense), net	$	26.5	$	110.4	$	(61.0)

Property, plant and equipment, net

Property, plant and equipment, net consisted of the following:


	December 31,
(in millions)	2022		2021
Land and buildings	$	823.2	$	820.3
Tank farms	320.9		316.7
Machinery, equipment and other	1,055.9		1,015.3
Less accumulated depreciation	(1,248.9)		(1,207.8)
Subtotal	951.1		944.5
Work in progress	103.9		86.5
Property, plant and equipment, net	$	1,055.0	$	1,031.0

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9. 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, with underlying plans substantially completed by December 31, 2020.

The following table summarizes activity related to restructuring liabilities:


(in millions)	Employee Termination Costs		Facility Exit Costs		Other Exit Costs		Total
Restructuring liabilities as of January 1, 2020	$	3.7	$	1.9	$	0.2	$	5.8
Restructuring charges	11.7		—		2.2		13.9
Cash paid	(12.4)		(0.5)		—		(12.9)
Non-cash and other	0.2		—		0.1		0.3
Restructuring liabilities as of December 31, 2020	3.2		1.4		2.5		7.1
Restructuring charges	0.2		—		—		0.2
Cash paid	(4.3)		—		(2.3)		(6.6)
Non-cash and other	1.2		(1.3)		(0.1)		(0.2)
Restructuring liabilities as of December 31, 2021	$	0.3	$	0.1	$	0.1	$	0.5

No restructuring charges were recorded during the year ended December 31, 2022. Restructuring liabilities of $0.1 million and $0.5 million were classified in other accrued expenses in the consolidated balance sheets as of December 31, 2022 and 2021, respectively.

10. Earnings per share

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


	Year ended December 31,
(in millions, except per share data)	2022		2021		2020


Net income	$	545.3	$	460.6	$	52.9



Weighted average common shares outstanding
Basic	165.8		170.2		169.0
Effect of dilutive securities: stock compensation plans	1.6		1.2		0.8
Diluted	167.4		171.4		169.8

Income per common share


Basic	$	3.29	$	2.71	$	0.31



Diluted	$	3.26	$	2.69	$	0.31

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


	Year ended December 31,
(in millions)	2022	2021	2020
Stock options	0.6	2.0	4.3
Restricted stock	—	—	0.1
Warrants	—	—	7.6

On November 1, 2022, the Company entered into an accelerated share repurchase agreement (“ASR”) with Goldman Sachs & Co. LLC (“Goldman”), which was accounted for as an open market repurchase of its common stock on the trade date and a forward contract indexed to its common stock. Refer to “Note 14: Share repurchase program and stock-based compensation” for additional information. The Company reflected the initial share delivery as an immediate reduction in common shares outstanding. The effect of the forward contract was excluded from the computation of diluted earnings per share for the year ended December 31, 2022 as its inclusion would have been anti-dilutive.

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11. Debt

Short-term financing

The Company had no outstanding balance in short-term financing facilities as of December 31, 2022 and 2021.

The Company had $127.7 million and $141.9 million of outstanding letters of credit as of December 31, 2022 and 2021, respectively.

Long-term debt

Long-term debt consisted of the following:


	December 31,
(in millions)	2022		2021
Senior Term Loan Facilities:

Term B-5 Loan due 2026, variable interest rate of 6.38% and 2.10% at December 31, 2022 and 2021, respectively	$	388.0	$	392.0
Term B-6 Loan due 2028, variable interest rate of 6.13% and 2.10% at December 31, 2022 and 2021, respectively	985.0		995.0
Asset Backed Loan ("ABL") Facilities:
Senior ABL Credit Facility due 2027, variable interest rate of 5.59% at December 31, 2022	353.0		—
Senior ABL Term Loan due 2027, variable interest rate of 6.17% at December 31, 2022	200.0		—
North American ABL Facility due 2024, variable interest rate of 1.43% at December 31, 2021	—		297.9


Senior Unsecured Notes:
Senior Unsecured Notes due 2027, fixed interest rate of 5.13% at December 31, 2022 and 2021	454.0		500.0
Finance lease obligations	104.3		101.9
Total long-term debt before unamortized debt issuance costs and discount	2,484.3		2,286.8
Less: unamortized debt issuance costs and discount on debt	(18.5)		(21.8)
Total long-term debt	2,465.8		2,265.0
Less: current maturities	(38.9)		(41.5)
Total long-term debt, excluding current maturities	$	2,426.9	$	2,223.5

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 4.36% and 3.25% as of December 31, 2022 and 2021, respectively.

As of December 31, 2022, future contractual maturities of long-term debt, excluding finance lease obligations, were as follows:


(in millions)
2023	$	14.0
2024	14.0
2025	14.0
2026	486.0
2027	917.0
Thereafter	935.0
Total	$	2,380.0

Refer to “Note 19: Leasing” for additional information regarding finance lease obligations.

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Senior Term Loan Facilities

In 2019, the Company entered into the Fifth Amendment to its Credit Agreement dated July 1, 2015 ("Credit Agreement"), which provided a Term B-5 Loan facility in an aggregate initial principal amount of $400 million that matures on July 1, 2026 (“Term B-5 Loan”). The Term B-5 Loan is payable in quarterly installments of 0.25% of the aggregate initial principal amount. The interest rate applicable to the Term B-5 Loan is based on, at the Company's option, (i) a fluctuating rate of interest determined by reference to a base rate plus an applicable margin of 1.00% or (ii) a Eurocurrency rate plus an applicable margin of 2.00%. The Company can prepay the Term B-5 Loan in whole or part without penalty.

In 2020, using the proceeds from the sale of the Environmental Sciences business, the Company repaid $174.0 million of previously incurred term loan debt.

In 2021, to secure favorable interest rates and extend principal maturities, the Company entered into the Sixth Amendment to its Credit Agreement, which provided a Term B-6 Loan facility in an aggregate initial principal amount of $1.0 billion that matures on June 3, 2028 ("Term B-6 Loan"). The proceeds from the Term B-6 Loan and an incremental borrowing of $274.2 million under the North American ABL Facility were used to repay in full previously incurred term loan debt and satisfy related lending and refinancing fees. As a result of the issuance of the Term B-6 Loan 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 second quarter of 2021, both of which are included in other income (expense), net in the consolidated statements of operations.

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 Company's option, (i) a fluctuating rate of interest determined by reference to a base rate plus an applicable margin of 1.00% or (ii) a Eurocurrency rate plus an applicable margin of 2.00% (in each case with a 0.25% step down based on the achievement of a specific leverage level). The Company can prepay the Term B-6 Loan in whole or part without penalty.

ABL Facilities

On October 27, 2022, the Company and certain of its US, Canadian and European subsidiaries entered into the Second Amended and Restated ABL Credit Agreement (the "Senior ABL Facility"). The Senior ABL Facility amends and restates in full the amended and restated ABL facility entered into by the Company on February 28, 2019 ("North American ABL Facility"). In connection with the entry into the Senior ABL Facility, the Company terminated its existing European ABL Credit Agreement and the Euro ABL Facility thereunder. The Senior ABL Facility, which matures on October 27, 2027, provides a five-year senior secured ABL credit facility in an aggregate principal amount of $1.6 billion ("Senior ABL Credit Facility") and a five-year senior secured term loan facility in an aggregate principal amount of $200 million ("Senior ABL Term Loan"). Borrowing availability is determined by a borrowing base consisting of eligible inventory, eligible accounts receivable and cash of the Company and certain of its subsidiaries. The Senior ABL Term Loan is payable in quarterly installments of 12.5% of the aggregate initial principal amount beginning in March 2026.

The interest rates applicable to the Senior ABL Facility will be based on, at the Company's option, (i) with respect to the Senior ABL Term Loan, a fluctuating rate of interest determined by reference to either a base rate plus an applicable margin of 0.75% or a term SOFR rate plus an applicable margin of 1.75%, in each case with one 0.25% step down based on achievement of a specific leverage level and (ii) with respect to the Senior ABL Credit Facility, a fluctuating rate of interest determined by reference to a base rate plus an applicable margin of 0.125%, 0.25% or 0.375% or a term SOFR rate plus an applicable margin of 1.125%, 1.25% or 1.375%, with the margin in each case based on average combined testing availability. The applicable margin will be adjusted after the completion of each full fiscal quarter based upon the pricing grid in the Senior ABL Facility. The Senior ABL Facility contains a number of customary affirmative and negative covenants and events of default.

During 2021, the Company made a series of prepayments on the Canadian ABL term loan using the proceeds from the sale of the Canadian Agriculture services business and cash on hand, which resulted in the full extinguishment of the loan.

Senior Unsecured Notes

In 2019, the Company issued $500.0 million in Senior Unsecured Notes due December 1, 2027 (“2027 Senior Notes”), with a fixed interest rate of 5.125%. The Company can prepay the 2027 Senior Notes in whole or part at a premium on or after December 1, 2022 and without a premium on or after December 1, 2024. The Company repurchased $46.0 million of the 2027 Senior Notes in the open market during the second quarter of 2022, resulting in a gain on extinguishment of debt of $1.5 million within other income (expense), net in the consolidated statements of operations.

Debt costs

As a result of actions within its debt portfolio, the Company recognized a gain on extinguishment of debt of $1.5 million and losses of $2.3 million and $1.8 million during the years ended December 31, 2022, 2021 and 2020, respectively. The Company recognized no debt refinancing costs during the year ended December 31, 2022 and recognized debt refinancing costs of $7.0 million and $0.1 million during the years ended December 31, 2021 and 2020, respectively.

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Borrowing availability and assets pledged as collateral

Borrowing availability is determined based upon available qualifying collateral, as defined in the Senior ABL Facility. As of December 31, 2022, the Company's borrowing availability under the Senior ABL Facility was $675.2 million.

Unused line fees were as follows:


	December 31,
	2022		2021
$1.6 billion Senior ABL Credit Facility	0.250	%	N/A
$1.525 billion North American ABL Facility	N/A		0.300	%
€200 million Euro ABL Facility	N/A		0.375	%

The Senior ABL Facility is secured by a first priority lien on the loan parties' accounts receivable, inventory and cash as well as a second priority lien on substantially all other assets of the US subsidiary loan parties and other assets of certain European subsidiary loan parties in each case subject to various limitations and exceptions. In addition, 65% of the shares of certain foreign subsidiaries have been pledged as security. The Senior Term Loan Facilities are secured by substantially all of the assets of the US operating and management subsidiaries and a second priority lien on such accounts receivable and inventory. The Company had assets pledged of approximately $3.1 billion as of December 31, 2022 and 2021.

Debt covenants

The Company is in compliance with all debt covenants. The Senior ABL Facility includes a springing fixed charge coverage ratio of 1.0x, applicable only if availability is less than or equal to 10% of the borrowing capacity. As of December 31, 2022, the Company had availability in excess of the minimum borrowing capacity and therefore this financial covenant is not applicable.

Other information

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.


	December 31, 2022				December 31, 2021
(in millions)	Carrying amount		Fair value		Carrying amount		Fair value
Total long-term debt	$	2,465.8	$	2,459.3	$	2,265.0	$	2,307.8

The Company is exposed to credit loss and loss of liquidity availability if the financial institutions or counterparties issuing the debt securities fail to perform. The Company minimizes exposure to these credit risks by dealing with a diversified group of investment grade financial institutions. The Company manages credit risk by monitoring the credit ratings and market indicators of credit risk of its lending counterparties, and does not anticipate counterparty non-performance.

12. Employee benefit plans

Defined benefit pension plans

The Company sponsors defined benefit plans that provide pension benefits for employees upon retirement in certain jurisdictions including the US, Canada, United Kingdom and several other European countries. The US, Canada and United Kingdom defined benefit pension plans are closed to new entrants.

United Kingdom buy-in contract

Continuing the Company’s efforts to reduce retirement plan risk while delivering promised benefits to plan participants, the Trustees of the Univar Pension Scheme (1978) (“the UK Plan”) executed a buy-in contract in December 2021. The buy-in arrangement is an insurance contract providing substantially all future benefit plan payments to all UK Plan participants. As such, this transaction significantly mitigates volatility by removing investment, longevity, interest rate and inflation risk. However, the primary benefit obligation remains with the Company.

The buy-in contract remains an asset of the UK Plan and is part of the plan's investment strategy. The UK Plan transferred substantially all of the Company’s UK pension plan assets to the insurer in exchange for an insurance contract at the effective date of the buy-in. The buy-in contract had a fair value of $241.5 million as of December 31, 2022 and is classified as a Level 3 investment. The projected benefit obligation of the UK Plan as of December 31, 2022 was $198.3 million, which was net of $19.4 million of prior service credits recorded in accumulated other comprehensive loss.

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US pension settlement

In November 2022, the Company entered into an agreement with an insurance company to purchase an irrevocable group annuity contract. The Company transferred US qualified pension plan liabilities of $72.6 million and plan assets of $67.7 million, resulting in a non-cash pre-tax settlement gain of $4.9 million.

The Company expects to continue to consider future opportunities to prudently manage costs and risks of its global retirement plans. Future transactions could result in non-cash settlement or mark to market charges which may impact earnings and could be material to a given reporting period.

The following table summarizes the Company’s defined benefit pension plans’ benefit obligations, plan assets and funded status:


	Domestic				Foreign				Total
	Year ended December 31,				Year ended December 31,				Year ended December 31,
(in millions)	2022		2021		2022		2021		2022		2021
Change in projected benefit obligations:
Projected benefit obligations at beginning of year	$	731.6	$	774.9	$	578.7	$	649.8	$	1,310.3	$	1,424.7
Service cost	—		—		1.3		1.8		1.3		1.8
Interest cost	20.5		19.3		10.9		10.0		31.4		29.3
Benefits paid	(37.1)		(36.0)		(24.1)		(32.7)		(61.2)		(68.7)
Plan amendments	—		—		—		(0.4)		—		(0.4)
Settlements	(72.6)		—		(2.9)		—		(75.5)		—

Actuarial gain (1)	(172.6)		(26.6)		(169.5)		(44.0)		(342.1)		(70.6)
Foreign exchange and other	—		—		(48.0)		(5.8)		(48.0)		(5.8)
Projected benefit obligations at end of year	$	469.8	$	731.6	$	346.4	$	578.7	$	816.2	$	1,310.3

Change in the fair value of plan assets:
Plan assets at beginning of year	$	562.9	$	541.8	$	625.1	$	654.0	$	1,188.0	$	1,195.8
Actual return on plan assets	(117.0)		44.3		(166.3)		5.6		(283.3)		49.9
Contributions by employer	13.7		12.8		3.4		4.5		17.1		17.3
Benefits paid	(37.1)		(36.0)		(24.1)		(32.7)		(61.2)		(68.7)
Settlements	(67.7)		—		(2.6)		—		(70.3)		—
Foreign exchange and other	—		—		(56.8)		(6.3)		(56.8)		(6.3)
Plan assets at end of year	354.8		562.9		378.7		625.1		733.5		1,188.0
Funded status at end of year	$	(115.0)	$	(168.7)	$	32.3	$	46.4	$	(82.7)	$	(122.3)

Accumulated benefit obligation	$	469.8	$	731.6	$	340.8	$	568.3	$	810.6	$	1,299.9

(1)The actuarial gains for the years ended December 31, 2022 and 2021 were primarily due to changes in the discount rate assumptions utilized in measuring plan obligations.

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Net amounts related to the Company’s defined benefit pension plans recognized in the consolidated balance sheets consist of:


	Domestic				Foreign				Total
	December 31,				December 31,				December 31,
(in millions)	2022		2021		2022		2021		2022		2021
Overfunded net benefit obligation in other assets	$	—	$	—	$	56.6	$	93.3	$	56.6	$	93.3
Current portion of net benefit obligation in other accrued expenses	(3.5)		(3.5)		(1.9)		(2.0)		(5.4)		(5.5)
Long-term portion of net benefit obligation in pension and other postretirement benefit liabilities	(111.5)		(165.2)		(22.4)		(44.9)		(133.9)		(210.1)
Net (liability) asset recognized at end of year	$	(115.0)	$	(168.7)	$	32.3	$	46.4	$	(82.7)	$	(122.3)

The following table summarizes defined benefit pension plans with accumulated benefit obligations in excess of plan assets:


	Domestic				Foreign				Total
	December 31,				December 31,				December 31,
(in millions)	2022		2021		2022		2021		2022		2021
Accumulated benefit obligation	$	469.8	$	731.6	$	30.1	$	179.7	$	499.9	$	911.3
Fair value of plan assets	354.8		562.9		9.4		143.3		364.2		706.2

The following table summarizes defined benefit pension plans with projected benefit obligations in excess of plan assets:


	Domestic				Foreign				Total
	December 31,				December 31,				December 31,
(in millions)	2022		2021		2022		2021		2022		2021
Projected benefit obligation	$	469.8	$	731.6	$	130.7	$	190.2	$	600.5	$	921.8
Fair value of plan assets	354.8		562.9		106.5		143.3		461.3		706.2

The following table summarizes the components of net periodic benefit cost (income) recognized in the consolidated statements of operations related to defined benefit pension plans:


	Domestic						Foreign						Total
	Year ended December 31,						Year ended December 31,						Year ended December 31,
(in millions)	2022		2021		2020		2022		2021		2020		2022		2021		2020
Service cost (1)	$	—	$	—	$	—	$	1.3	$	1.8	$	1.9	$	1.3	$	1.8	$	1.9
Interest cost (2)	20.5		19.3		23.2		10.9		10.0		11.7		31.4		29.3		34.9
Expected return on plan assets (2)	(30.3)		(29.2)		(28.5)		(11.3)		(15.1)		(14.8)		(41.6)		(44.3)		(43.3)
Amortization of prior service credit (2)	—		—		—		(0.7)		(3.5)		(0.1)		(0.7)		(3.5)		(0.1)
Settlements (3)	(4.9)		—		—		(0.3)		(0.3)		(0.6)		(5.2)		(0.3)		(0.6)

Actuarial (gain) loss (4)	(25.2)		(41.7)		28.9		8.0		(34.2)		23.7		(17.2)		(75.9)		52.6
Net periodic benefit (income) cost	$	(39.9)	$	(51.6)	$	23.6	$	7.9	$	(41.3)	$	21.8	$	(32.0)	$	(92.9)	$	45.4

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

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

(3)Settlements are included in other income (expense), net.

(4)Actuarial (gain) loss, or mark to market, includes measurement gains and losses resulting from changes since the prior measurement date in assumptions and plan experience, as well as the difference between the expected and actual return on plan assets. These amounts are recorded in other income (expense), net.

As of December 31, 2022 and 2021, amounts recorded in AOCI related to foreign defined benefit pension plans. The following table summarizes pre-tax amounts included in AOCI related to pension plan amendments:


	December 31,
(in millions)	2022		2021
Net prior service credit	$	18.9	$	22.2

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Actuarial assumptions

The significant weighted average actuarial assumptions used in determining the benefit obligations and net periodic benefit cost (income) for the Company’s defined benefit plans were as follows:


	Domestic				Foreign
	December 31,				December 31,
	2022		2021		2022		2021
Actuarial assumptions used to determine benefit obligations at end of period:
Discount rate	5.49	%	2.89	%	4.69	%	2.05	%
Expected annual rate of compensation increase	N/A		N/A		1.97	%	1.87	%


	Domestic						Foreign
	Year ended December 31,						Year ended December 31,
	2022		2021		2020		2022		2021		2020
Actuarial assumptions used to determine net periodic benefit cost (income) for the period:
Discount rate	2.89	%	2.55	%	3.28	%	2.05	%	1.55	%	2.14	%
Expected rate of return on plan assets	6.00	%	6.00	%	6.50	%	2.13	%	2.46	%	2.75	%
Expected annual rate of compensation increase	N/A		N/A		N/A		1.87	%	2.91	%	2.85	%

Discount rates are used to measure benefit obligations and the interest cost component of net periodic benefit cost (income). The Company selects its discount rates based on the consideration of equivalent yields on high-quality fixed income investments at each measurement date. Discount rates are based on a benefit cash flow-matching approach and represent the rates at which the Company’s benefit obligations could effectively be settled as of the measurement date.

For domestic defined benefit plans, the discount rates are based on a hypothetical bond portfolio approach. The hypothetical bond portfolio is constructed to comprise AA-rated corporate bonds whose cash flow from coupons and maturities match the expected future plan benefit payments.

The discount rates for the foreign defined benefit plans are based on a yield curve approach. For plans in countries with a sufficient corporate bond market, the expected future benefit payments are matched with a yield curve derived from AA-rated corporate bonds, subject to minimum amounts outstanding and meeting other selection criteria. For plans in countries without a sufficient corporate bond market, the yield curve is constructed based on prevailing government yields and an estimated credit spread to reflect a corporate risk premium. The discount rate to value UK Plan liabilities continues to be set with reference to the yields on high quality corporate bonds.

The expected long-term rate of return on plan assets reflects management’s expectations on long-term average rates of return on funds invested to provide for benefits included in the benefit obligations. The long-term rate of return assumptions are based on the outlook for equity and fixed income returns, with consideration of historical returns, asset allocations, investment strategies and premiums for active management when appropriate. Assumptions reflect the expected rates of return at the beginning of the year.

Plan asset management

Plan assets for defined benefit plans are invested in global equity, debt securities or insurance contracts through professional investment managers with the objective to achieve targeted risk adjusted returns and to maintain liquidity sufficient to fund current benefit payments. Each funded defined benefit plan has an investment policy that is administered by plan trustees with the objective of meeting targeted asset allocations based on the circumstances of that particular plan.

The investment strategy followed by the Company varies by country depending on the circumstances of the underlying plan. Less mature plan benefit obligations are funded by using more equity securities as they are expected to achieve long-term growth while exceeding inflation. More mature plan benefit obligations are funded using a higher allocation of fixed income securities as they are expected to produce current income with limited volatility.

The Company has adopted a dynamic investment strategy whereby as the plan funded status improves, the investment strategy is migrated to more liability matching assets, and return seeking assets are reduced. Risk management practices include the use of multiple asset classes for diversification purposes. Specific guidelines for each asset class and investment manager are implemented and monitored. As noted above, substantially all of the UK Plan assets were within a buy-in contract as of December 31, 2022 and 2021, subsequent to the transaction executed in December 2021.

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The weighted average target asset allocation for defined benefit pension plans as of December 31, 2022 was as follows:


	Domestic		Foreign
Asset category:
Equity securities	45.0	%	11.0	%
Debt securities	40.0	%	16.0	%
Other	15.0	%	73.0	%
Total	100.0	%	100.0	%

Plan asset valuation methodologies


Plan asset			Description of methodology
Cash			This represents cash at banks at fair value, reflected within Level 1 of the fair value hierarchy.

Investment funds			Fair values are based on the NAV of the units held at year end. The NAVs are based on the fair value of the underlying assets of the funds, less their liabilities, divided by the number of units outstanding at the valuation date. The funds are traded on private markets that are not active, with unit prices based on observable (Level 2) or unobservable (Level 3) market data based on the fund’s underlying assets.

Buy-in contract			This represents the UK Plan buy-in contract assets. Fair values are based on initial pricing adjusted for changes in government and corporate bond yields, inflation, demographic assumptions and changes in participant data, and as such are considered Level 3 based on the significant unobservable inputs used in deriving the assets' fair values.

Insurance contracts			Fair values are based on the present value of the accrued benefit, and as such are considered Level 3 based on the significant unobservable inputs used in deriving the asset's fair values.

Investments measured at NAV			Investment in a real estate fund, which invests in real estate assets. The investment in properties by the real estate fund is carried at fair value, which is estimated based on the price that would be received to sell an asset in an orderly transaction between marketplace participants at the measurement date. The investment can be withdrawn quarterly, after a one hundred days notice period.

Fair value of plan assets

The following table presents domestic plan assets categorized within the three-level fair value hierarchy:


	December 31, 2022								December 31, 2021
(in millions)	Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total
Cash	$	2.8	$	—	$	—	$	2.8	$	4.3	$	—	$	—	$	4.3
Investment funds (1)	—		292.5		27.6		320.1		—		503.0		27.6		530.6
Subtotal	$	2.8	$	292.5	$	27.6	322.9		$	4.3	$	503.0	$	27.6	534.9
Investments measured at NAV							31.9								28.0
Total							$	354.8							$	562.9

(1)This category includes investments of 24.7% and 21.8% in US equities, 17.9% and 17.9% in non-US equities, 25.9% and 41.9% in US corporate bonds, 0.1% and 2.2% in non-US corporate bonds, 19.9% and 0.0% in US government bonds, 2.9% and 0.0% in non-US government bonds and 8.6% and 16.2% in other investments as of December 31, 2022 and 2021, respectively.

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The following table presents foreign plan assets categorized within the three-level fair value hierarchy:


	December 31, 2022								December 31, 2021
(in millions)	Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total
Cash	$	1.9	$	—	$	—	$	1.9	$	18.8	$	—	$	—	$	18.8
Investments:
Investment funds (1)	—		118.9		—		118.9		—		147.4		—		147.4
Buy-in contract	—		—		241.5		241.5		—		—		436.1		436.1
Insurance contracts	—		—		16.4		16.4		—		—		22.8		22.8
Total investments	—		118.9		257.9		376.8		—		147.4		458.9		606.3
Total	$	1.9	$	118.9	$	257.9	$	378.7	$	18.8	$	147.4	$	458.9	$	625.1

(1)This category includes investments of 15.0% and 0.6% in US equities, 23.6% and 45.4% in non-US equities, 38.7% and 39.7% in non-US corporate bonds, 13.7% and 5.4% in non-US government bonds and 9.0% and 8.9% in other investments as of December 31, 2022 and 2021, respectively.

Changes in the plan assets valued using significant unobservable inputs (Level 3) were as follows:


	Domestic
	Investment funds
(in millions)	2022		2021
Balance as of January 1	$	27.6	$	—

Actual return on plan assets still held at year end	—		—
Purchases, sales and settlements, net	—		—
Transfer from Level 2 classification	—		27.6
Balance as of December 31	$	27.6	$	27.6


	Foreign
	Buy-in and Insurance contracts
(in millions)	2022		2021
Balance as of January 1	$	458.9	$	26.6

Actual return on plan assets still held at year end	(142.3)		(34.1)
Purchases, sales and settlements, net	(13.9)		475.4
Foreign exchange	(44.8)		(9.0)
Balance as of December 31	$	257.9	$	458.9

Contributions

The Company expects to contribute approximately $13.5 million and $2.5 million to its domestic and foreign defined benefit pension plan funds in 2023, respectively, including direct payments to plan participants in unfunded plans.

Benefit payments

Estimated future benefit payments are as follows:


	Defined benefit pension plans
(in millions)	Domestic		Foreign		Total
2023	$	33.4	$	22.4	$	55.8
2024	34.0		22.8		56.8
2025	34.8		23.8		58.6
2026	35.3		23.8		59.1
2027	35.7		24.0		59.7
2028 through 2032	178.9		126.1		305.0

Defined contribution plans

The Company provides defined contribution plans and had contribution expense of $52.9 million, $51.4 million and $43.8 million for the years ended December 31, 2022, 2021 and 2020, respectively.

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Multi-employer pension plans

The Company contributes to certain multi-employer pension plans based on obligations arising from collective bargaining agreements. The risks of participating in these multi-employer plans are different from single-employer plans in the following aspects:

•Assets contributed to the multi-employer plan by the Company may be used to provide benefits to employees of other participating employers.

•If the Company stops contributing to the plan, the unfunded obligations of the plan may be borne by the remaining participating employers. Similarly, the Company could be liable for underfunded obligations of other, departed employers.

•If the Company chooses to stop participating in some of its multi-employer plans, it may be required to pay those plans an amount based on the underfunded status of the plan, referred to as a withdrawal liability. A withdrawal liability will be recorded when it is probable that a liability exists and the liability can be reasonably estimated.

The Company’s participation in these plans for the annual period ended December 31, 2022 is outlined in the table below. The Pension Protection Act (“PPA”) zone status is the most recently available and is certified by the plan's actuary. Among other factors, plans in the “red zone” are less than 65 percent funded, plans in the “yellow zone” are less than 80 percent funded and plans in the “green zone” are at least 80 percent funded. The “FIP/RP status pending/implemented” column indicates plans for which a financial improvement plan (“FIP”) or a rehabilitation plan (“RP”) is either pending or has been implemented. In addition to regular plan contributions, the Company may be subject to a surcharge if the plan is in the red zone. The “Surcharge imposed” column indicates whether a surcharge has been imposed on contributions to the plan. The last column lists the expiration date(s) of the collective bargaining agreement(s) (“CBA”) to which the plans are subject. Contributions may be required in future periods by the CBAs, statutory obligations or other contractual obligations.

If the Company were to cease making contributions to these plans at one or more or all locations, it could trigger a withdrawal liability that could be material to the Company’s results of operations and cash flows. Calculating any such withdrawal liability depends on a number of factors that are out of the Company’s control and subject to change. A withdrawal liability represents an employer’s proportional share of the multi-employer plan’s unfunded vested benefits (“UVBs”). UVBs equal the value of non-forfeitable benefits owed by the plan, less the value of the plan’s assets. The value of assets and liabilities are determined using actuarial assumptions that reflect the actuary’s best estimate of anticipated UVBs for that employer.

A significant portion of the Company's exposure historically resided with the eight facilities that participated in the Central States, Southeast and Southwest Areas Pension Plan (“Central States Pension Fund”). During the year ended December 31, 2021, the Company recognized its best estimate of a withdrawal liability of $31.2 million related to triggering events at all eight sites, culminating in the Company ceasing to participate in the Central States Pension Fund. Upon an agreed final funding assessment with the Central States Pension Fund, the Company will recognize any differences between the estimated and actual withdrawal liability. As of December 31, 2022, this balance is unchanged. 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 consolidated statements of operations and other accrued expenses and other long-term liabilities in the consolidated balance sheets.


(in millions)	EIN/Pension plan number	PPA zone status		FIP/RP status pending/implemented	Contributions (a)						Surcharge imposed	Number of and expiration dates of collective bargaining agreement(s)
					Year ended December 31,
		2022	2021		2022		2021		2020
Western Conference of Teamsters Pension Plan	91-6145047/001	Green as of January 1, 2022	Green as of January 1, 2021	No	$	1.4	$	1.4	$	1.5	No	(b)
Central States, Southeast and Southwest Areas Pension Plan	36-6044243/001	Red as of January 1, 2021	Red as of January 1, 2020	Implemented	—		0.7		1.1		No	(c)
Total contributions					$	1.4	$	2.1	$	2.6

(a)Plan contributions by the Company did not represent more than five percent of total contributions to the plans as indicated in the plans’ most recently available annual report.

(b)As of December 31, 2022, the Company had six agreements expiring through July 31, 2025.

(c)The Company either terminated the CBA or the Union voted to amend the CBA covered by this fund. As a result, the Company has withdrawn from the fund and recognized expense for its estimated withdrawal liability.

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13. Income taxes

For financial reporting purposes, income before income taxes includes the following components:


	Year ended December 31,
(in millions)	2022		2021		2020
Income before income taxes
US	$	506.9	$	203.1	$	(47.7)
Foreign	249.3		382.1		106.7
Total income before income taxes	$	756.2	$	585.2	$	59.0

The expense for income taxes is summarized as follows:


	Year ended December 31,
(in millions)	2022		2021		2020
Current:
Federal	$	87.4	$	44.4	$	(3.4)
State	21.7		15.2		(1.5)
Foreign	72.8		58.6		43.4
Total current	181.9		118.2		38.5
Deferred:
Federal	23.3		0.3		(20.2)
State	5.4		(0.7)		(2.7)
Foreign	0.3		6.8		(9.5)
Total deferred	29.0		6.4		(32.4)
Total income tax expense	$	210.9	$	124.6	$	6.1

Differences between actual provisions for income taxes and provisions for income taxes at the US federal statutory rate of 21.0% were as follows:


	Year ended December 31,
(in millions)	2022			2021			2020
US federal statutory income tax expense applied to income before income taxes	$	158.8		$	122.8		$	12.5
State income taxes, net of federal benefit	22.7			10.8			(4.6)
Foreign tax rate differential	11.0			10.5			5.7

Distributions from foreign subsidiaries	0.9			—			(9.9)
Global intangible low-taxed income	2.8			31.5			12.9
Disposition of business	0.1			(20.6)			(5.0)
Change in valuation allowance, net	5.7			(11.3)			(69.3)
Foreign tax credit	(3.2)			(29.8)			58.8
Non-deductible expenses	8.2			5.8			2.6

Warrants	—			(7.1)			0.2
Change in statutory income tax rates	(0.9)			5.1			1.5

Other	4.8			6.9			0.7
Total income tax expense	$	210.9		$	124.6		$	6.1
Effective income tax rate	27.9		%	21.3		%	10.3		%

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The consolidated deferred tax assets and liabilities are detailed as follows:


	December 31,
(in millions)	2022		2021
Deferred tax assets:
Net operating loss carryforwards (“NOLs”)	$	17.6	$	22.8
Environmental liabilities	22.7		22.1
Interest	—		5.9
Tax credit and capital loss carryforwards	4.9		4.9
Pension	33.6		41.5

Compensation	18.2		36.8
Inventory	13.3		12.5
Lease liabilities	50.3		42.0
Other temporary differences	15.8		22.1
Gross deferred tax assets	176.4		210.6
Valuation allowance	(12.7)		(8.6)
Deferred tax assets, net of valuation allowance	163.7		202.0
Deferred tax liabilities:
Property, plant and equipment, net	(96.7)		(102.5)
Intangible assets	(77.4)		(83.2)
Right-of-use lease assets	(48.7)		(39.8)
Interest	(20.7)		—
Other temporary differences	(5.7)		(3.2)
Deferred tax liabilities	(249.2)		(228.7)
Net deferred tax liability	$	(85.5)	$	(26.7)

As of December 31, 2022, the Company has $17.6 million (tax effected) of NOLs, of which $0.7 million will expire in the period 2023 through 2027, $3.8 million will expire in the period between 2028 and 2041 and the remaining $13.1 million has no expiration. Additionally, the Company has approximately $4.9 million of foreign tax credits and capital loss carryforwards. The Company does not expect future earnings of the appropriate character of taxable income to allow it to utilize certain of these tax attributes in future years. Therefore, the Company maintains a valuation allowance of $12.7 million on these tax attributes and other deferred tax assets.

Foreign Tax Effects

The Company earns a significant amount of its operating income outside of the US. As of December 31, 2022, the Company is indefinitely reinvested with respect to its US directly-owned subsidiary earnings. Therefore, the Company has not recognized a deferred tax liability on its investment in foreign subsidiaries. The Company is subject to US income tax on substantially all foreign earnings under the GILTI provisions of the 2017 Tax Cuts and Jobs Act, while a significant portion of remaining foreign earnings are eligible for the dividends received deduction. As a result, a portion of any future repatriation of $628.8 million of undistributed earnings may be subject to US income tax, as well as state and local income taxes, withholding taxes and currency translation gains or losses. It is impracticable to calculate the exact amount. Additionally, gains and losses on any future taxable dispositions of US-owned foreign affiliates continue to be subject to US income tax.

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Unrecognized Tax Benefits

The changes in unrecognized tax benefits included in other long-term liabilities, excluding interest and penalties, were as follows:


(in millions)	2022		2021		2020
Balance as of January 1	$	40.1	$	35.0	$	1.1
Increase for tax positions of current year	—		19.4		16.4
Increase for tax positions of prior years	0.4		0.9		17.8
Decrease for tax positions of prior years	—		(14.4)		—
Reductions due to the statute of limitations expiration	(0.1)		(0.7)		(0.3)
Reductions due to settlement with taxing authorities	(0.3)		—		—
Foreign exchange	—		(0.1)		—
Balance as of December 31	$	40.1	$	40.1	$	35.0

As of December 31, 2022 and 2021, there were $40.1 million of unrecognized tax benefits that if recognized would affect the annual effective tax rate. The Company files income tax returns in the US and various state and foreign jurisdictions. Generally, tax years are open for review by taxing authorities for a period of three years. As of December 31, 2022, the Company has limited audit activity for tax years back to 2008 through 2010, as well as for the periods 2012 through 2020. The Company continues to believe its positions are supportable; however, due to uncertainties in any tax audit outcome, the Company’s estimates of the ultimate settlement of uncertain tax positions may change and the actual tax benefits may differ from the estimates.

The Company recognized $2.4 million, $0.1 million and $0.6 million of interest and/or penalties related to income tax matters in interest expense related to unrecognized tax benefits in the consolidated statements of operations for the years ended December 31, 2022, 2021 and 2020, respectively. The Company had $4.3 million and $2.0 million of interest and penalties reflected within other long-term liabilities on the consolidated balance sheets as of December 31, 2022 and 2021, respectively.

14. Share repurchase program and stock-based compensation

Share repurchase program

On November 1, 2021, the Company announced that its Board of Directors had authorized a share repurchase program of up to $500.0 million of its outstanding common stock, which expires on October 27, 2026. On November 1, 2022, the Company announced that its Board of Directors had approved an increase in the amount of authorized repurchases under the program of $1.0 billion, resulting in a total authorized repurchase amount of $1.5 billion. The program does not require the repurchase of any minimum number of shares and can be suspended, modified or discontinued at any time at the Company’s discretion. Under the share repurchase program, the Company may purchase shares from time to time at the discretion of management through open market purchases, privately negotiated transactions, block trades, accelerated or other structured share repurchase programs, or other means.

On November 1, 2022, the Company entered into an ASR with Goldman to repurchase $200.0 million of its common stock. On November 3, 2022, the Company paid $200.0 million to Goldman and received an initial delivery of approximately 5.8 million shares of its common stock, which represented 75% of the notional value of the ASR divided by the closing price of the Company’s common stock on November 1, 2022. The final number of shares repurchased under the ASR was based on the daily volume-weighted average prices for Rule 10b-18 eligible transactions in the Company’s common stock during the term of the ASR, less a discount and subject to adjustment pursuant to the terms of the ASR. In February 2023, the final settlement was determined to be an additional delivery of approximately 0.5 million shares of the Company's common stock from Goldman.

As of December 31, 2022, the aggregate purchase price of the ASR was recorded as a reduction to stockholders’ equity, consisting of a $150.0 million increase in treasury stock to reflect the value of the initial share delivery and a $50.0 million decrease in additional paid-in capital pending final settlement of the ASR. The amount recorded in additional paid-in capital will be reclassified to treasury stock in the first quarter of 2023 in connection with the final settlement of the ASR.

In addition to the ASR, the Company repurchased on the open market approximately 7.7 million shares for $209.1 million during the year ended December 31, 2022 and approximately 1.8 million shares for $50.0 million during the year ended December 31, 2021. The Company’s remaining stock repurchase authorization under the program was approximately $1,040.9 million as of December 31, 2022.

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Stock-based compensation

In May 2020, the Company replaced the Univar Inc. 2017 Omnibus Equity Incentive Plan (the “2017 Plan”) with the Univar Solutions Inc. 2020 Omnibus Incentive Plan (the “2020 Plan”). The 2017 Plan had no further awards granted and any available reserves under the 2017 Plan were terminated and not transferred to the 2020 Plan. There were no changes to the outstanding awards related to the 2017 Plan, the Univar Inc. 2015 Stock Incentive Plan and Univar Inc. 2011 Stock Incentive Plan (together with the 2017 Plan and the 2020 Plan, the “Plans”).

The 2020 Plan allows the Company to issue awards to employees, consultants and directors of the Company and its subsidiaries. Awards may be made in the form of stock options, stock purchase rights, restricted stock, restricted stock units, performance shares, performance units, stock appreciation rights, dividend equivalents, deferred share units or other stock-based awards. As of December 31, 2022, there were 8.6 million shares authorized under the Plans. The Company generally issues authorized but previously unissued shares to satisfy stock option exercises and stock award vestings.

For the years ended December 31, 2022, 2021 and 2020, the Company recognized total stock-based compensation expense within other operating expenses, net of $34.3 million, $25.4 million and $14.5 million, and a net tax benefit relating to stock-based compensation expense of $4.2 million, $2.2 million and $2.0 million, respectively.

Stock options

Stock options expire ten years after the grant date and generally become exercisable over a three-year period or less, based on continued employment, with annual vesting. The exercise price of a stock option is determined based upon the fair value of the common stock at the time of each grant. Participants have no stockholder rights until the time of exercise.

The following table reflects stock option activity under the Plans:


	Number of stock options	Weighted-average exercise price		Weighted-average remaining contractual term (in years)	Aggregate intrinsic value (in millions)
Outstanding at January 1, 2022	3,290,543	$	24.22
Granted	—	—
Exercised	(1,031,893)	23.41
Forfeited and expired	(52,290)	24.35
Outstanding at December 31, 2022	2,206,360	$	24.60	5.4	$	15.9
Exercisable at December 31, 2022	1,880,396	$	24.89	5.1	$	13.0
Expected to vest after December 31, 2022	325,964	$	22.94	7.1	$	2.9

As of December 31, 2022, the Company had unrecognized stock-based compensation expense related to non-vested stock options of approximately $0.1 million, which will be recognized over a weighted-average period of 0.1 years.


	Year ended December 31,
(in millions)	2022		2021		2020
Total intrinsic value of stock options exercised	$	7.8	$	2.3	$	0.3

Restricted stock

Non-vested restricted stock relates to awards for members of the Company’s Board of Directors which vest over 12 months. The grant date fair value of restricted stock is based on the market price of the common stock on that date. Non-vested shares of restricted stock may not be sold or transferred and are subject to forfeiture until vesting. Both vested and non-vested shares of restricted stock are included in the Company’s shares outstanding.

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The following table reflects restricted stock activity under the Plans:


	Number of restricted stock	Weighted-average grant date fair value
Non-vested at January 1, 2022	23,056	$	24.29
Granted	22,191	29.75
Vested	(26,727)	24.70
Forfeited	—	—
Non-vested at December 31, 2022	18,520	$	30.24

As of December 31, 2022, the Company had unrecognized stock-based compensation expense related to non-vested restricted stock awards of approximately $0.2 million, which will be recognized over a weighted-average period of 0.3 years. The weighted-average grant date fair value of granted restricted stock was $24.29 and $13.91 in 2021 and 2020, respectively.

Restricted stock units ("RSUs")

RSUs awarded to employees generally vest in three equal annual installments, subject to continued employment. Each RSU converts into one share of Univar Solutions common stock on the applicable vesting date. RSUs may not be sold, pledged or otherwise transferred until they vest and are subject to forfeiture. The grant date fair value is based on the market price of Univar Solutions stock on that date.

The following table reflects RSU activity under the Plans:


	Number of Restricted Stock Units	Weighted-average grant date fair value
Non-vested at January 1, 2022	1,553,491	$	21.61
Granted	827,056	28.62
Vested	(805,585)	22.13
Forfeited	(118,560)	23.04
Non-vested at December 31, 2022	1,456,402	$	25.18

As of December 31, 2022, the Company had unrecognized stock-based compensation expense related to non-vested RSU awards of approximately $12.8 million, which will be recognized over a weighted-average period of 1.0 years. The weighted-average grant date fair value of granted RSU awards was $21.66 and $21.29 in 2021 and 2020, respectively.

Performance-based restricted stock units ("PRSUs")

The Company awards performance-based shares to certain employees. These awards vest upon the passage of time and the achievement of performance conditions, which is generally over a three year period. The Company reviews progress toward the attainment of the performance conditions each quarter during the vesting period. When it is probable the minimum performance conditions for the award will be achieved, the Company begins recognizing the expense equal to the proportionate share of the total fair value. The total expense recognized over the duration of performance awards will equal the grant date fair value multiplied by the number of shares ultimately awarded based on the level of attainment of the performance conditions.

For grants with market conditions, the fair value is determined on the grant date by using a Monte Carlo simulation model, with a duration of three years. The PRSUs awarded may be subject to a downward or upward adjustment depending on the total stockholder return achieved by the Company during the particular performance period relative to the total stockholder return ranking among peer companies as specified in the respective PRSU award agreement. The total expense recognized over the duration of the award is not adjusted based on the level of attainment of the market conditions.

The following table reflects PRSU activity under the Plans:


	Number of Performance-Based Restricted Stock Units	Weighted-average grant date fair value
Non-vested at January 1, 2022	709,260	$	21.77
Granted	243,750	27.94
Vested	(409,870)	22.81
Forfeited	(13,950)	21.46
Non-vested at December 31, 2022	529,190	$	23.82

As of December 31, 2022, the Company had unrecognized stock-based compensation expense related to non-vested PRSU awards of approximately $7.7 million, which will be recognized over a weighted-average period of 1.5 years.

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Fair value


	Year ended December 31,
(in millions)	2022		2021		2020
Fair value of restricted stock, RSUs and PRSUs vested	$	40.1	$	9.6	$	9.2

Employee stock purchase plan

The Univar Solutions Inc. Employee Stock Purchase Plan, or ESPP, authorizing the issuance of up to 2.0 million shares of the Company’s common stock allows qualified participants to purchase the Company’s common stock at 95% of its market price during the last day of two offering periods in each calendar year. The first offering period is January through June, and the second from July through December. As of December 31, 2022, the total number of shares issued under the plan for the two offering periods in 2022 was 60,942 shares.

Stock-based compensation fair value assumptions

The fair value of the Company’s stock that is factored into the fair value of stock options and utilized for restricted stock, RSUs and PRSUs with internally developed performance conditions is based on the grant date closing price on the New York Stock Exchange.

The Company uses a Monte Carlo simulation to calculate the fair value of PRSUs with market conditions. The weighted average grant date fair value of PRSUs with market conditions was $27.94 and $20.36 for the years ended December 31, 2022 and 2021, respectively. The weighted-average assumptions under the Monte Carlo simulation model were as follows:


	Year ended December 31,
	2022		2021
Risk-free interest rate (1)	1.6	%	0.3	%
Expected dividend yield	—		—
Expected volatility (2)	51.7	%	53.8	%

(1)The risk-free interest rate was based on the US Treasury yield for a period in years equal to the remaining performance period from date of grant.

(2)The expected volatility for each grant was determined based on the historical weekly stock price returns of the Company's common stock over a period equal to the remaining term of the performance period from the date of grant.

The Company uses the Black-Scholes-Merton option valuation model to calculate the fair value of stock options granted. No stock options were granted in 2021 or 2022. The weighted-average grant date fair value of stock options was $6.17 for the year ended December 31, 2020. The weighted-average assumptions used under the Black-Scholes-Merton option valuation model were as follows:


	Year ended December 31, 2020
Risk-free interest rate (1)	1.4	%
Expected dividend yield	—
Expected volatility (2)	24.4	%
Expected term (years) (3)	6.0

(1)The risk-free interest rate was based on the US Treasury yield for a term consistent with the expected term of the stock options at the time of grant.

(2)As the Company did not have sufficient historical volatility data, the expected volatility was based on the average historical data of a peer group of public companies over a period equal to the expected term of the stock options.

(3)As the Company did not have sufficient historical exercise data under the Plans, the expected term was based on the average of the vesting period of each tranche and the original contract term of 10 years.

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15. Fair value measurements

The Company classifies its financial instruments according to the fair value hierarchy described in “Note 2: Significant accounting policies.”

Items measured at fair value on a recurring basis

The following table is a reconciliation of recurring fair value measurements that use significant unobservable inputs (Level 3), which consisted of the warrant liability related to the Nexeo acquisition and Techi Chem acquisition contingent consideration liabilities:


	Warrant Liability				Contingent Consideration
(in millions)	2021		2020		2021		2020
Fair value as of January 1	$	33.8	$	33.0	$	2.2	$	—
Additions	—		—		—		2.2
Fair value adjustments	(33.8)		0.8		—		—
Foreign exchange	—		—		0.1		—
Transfers out of Level 3	—		—		(2.3)		—
Fair value as of December 31	$	—	$	33.8	$	—	$	2.2

In conjunction with the Nexeo acquisition in 2019, the Company assumed warrants that were converted into the right to receive, upon exercise, approximately 7.6 million shares of the Company's common stock. During 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 $27.1 million in cash proceeds. All remaining warrants expired on June 9, 2021, resulting in the write-off of the warrants' fair value within other income (expense), net in the consolidated statements of operations.

As the performance period for the Techi Chem contingent consideration ended in 2021, and inputs to the liability were no longer unobservable, the Company no longer considered the balance a Level 3 classification.

16. Derivatives

Foreign currency derivatives

The Company uses forward currency contracts to hedge earnings from the effects of foreign exchange rates relating to certain of the Company’s intercompany and third-party receivables and payables denominated in foreign currencies. 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 and SOFR indexed debt interest payments attributable to changes in the benchmark interest rates related to the Term B-6 Loan (previously the Term B-3 Loan) and a portion of debt outstanding under the Senior ABL Facility (previously the North American ABL Facility).

In June 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 increases to an aggregate notional value of $500.0 million from June 2024 to May 2028.

The Company also uses undesignated interest rate swap contracts to manage interest rate variability.

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 and approximately 95% of the contracts are designated as a cash flow hedge.

The Company also uses undesignated 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:


	December 31,
(in millions)	2022		2021
Designated Derivatives:
Interest rate swap contracts	$	650.0	$	650.0
Cross currency swap contracts	381.0		381.0
Undesignated Derivatives:
Foreign currency derivatives	$	149.2	$	179.0
Interest rate swap contracts	100.0		100.0
Cross currency swap contracts	19.0		19.0

The following table presents the pre-tax gains (losses) recognized in accumulated other comprehensive loss related to designated derivative instruments:


		Amount of gain (loss) recognized in accumulated other comprehensive loss						Amount of gain (loss) to be reclassified to consolidated statement of operations within the next 12 months
	Year ended December 31,
(in millions)		2022		2021		2020
Effect of derivative instruments designated and qualifying as cash flow hedges:
Interest rate swap contracts		$	70.0	$	4.7	$	(31.5)	$	19.0
Cross currency swap contracts		71.7		35.7		(34.9)		19.7

The following table presents the pre-tax effects of derivative instruments on the consolidated statements of operations:


	Year ended December 31,
	2022				2021				2020
(in millions)	Interest expense		Other income (expense), net		Interest expense		Other income (expense), net		Interest expense		Other income (expense), net
Total amounts per Consolidated Statements of Operations	$	(107.2)	$	26.5	$	(101.5)	$	110.4	$	(114.5)	$	(61.0)

Effect of derivative instruments designated and qualifying as cash flow hedges:
Interest rate swap contracts	$	(0.1)	$	—	$	(17.9)	$	—	$	(12.9)	$	—
Cross currency swap contracts	8.4		21.9		1.2		27.4		3.5		(31.8)

Effect of undesignated derivatives:
Foreign currency derivatives	$	—	$	(2.3)	$	—	$	2.8	$	—	$	3.2
Interest rate swap contracts	—		5.6		—		1.2		—		(6.3)
Cross currency swap contracts	—		3.6		—		1.8		—		(1.7)

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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
		December 31,					December 31,
(in millions)	Balance Sheet Classification	2022		2021		Balance Sheet Classification	2022		2021
Designated Derivatives:
Cross currency swap contracts	Prepaid expenses and other current assets	$	19.7	$	2.8	Other accrued expenses	$	—	$	—
Cross currency swap contracts	Other assets	35.4		—		Other long-term liabilities	—		12.7
Interest rate swap contracts	Prepaid expenses and other current assets	19.0		—		Other accrued expenses	—		8.1
Interest rate swap contracts	Other assets	35.2		—		Other long-term liabilities	—		7.8
Total designated derivatives		$	109.3	$	2.8		$	—	$	28.6

Undesignated Derivatives:
Foreign currency contracts	Prepaid expenses and other current assets	$	—	$	1.8	Other accrued expenses	$	0.9	$	0.8
Cross currency swap contracts	Prepaid expenses and other current assets	1.0		0.1		Other accrued expenses	—		—
Cross currency swap contracts	Other assets	1.8		—		Other long-term liabilities	—		0.6
Interest rate swap contracts	Prepaid expenses and other current assets	2.7		—		Other accrued expenses	—		1.7
Interest rate swap contracts	Other assets	0.5		—		Other long-term liabilities	—		1.1
Total undesignated derivatives		$	6.0	$	1.9		$	0.9	$	4.2

Total derivatives		$	115.3	$	4.7		$	0.9	$	32.8

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17. Accumulated other comprehensive loss

The following table presents 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 as of January 1, 2020	$	(15.4)	$	(1.0)	$	(362.9)	$	(379.3)

Other comprehensive (loss) income before reclassifications (1)	(45.6)		20.3		(10.7)		(36.0)
Amounts reclassified from accumulated other comprehensive loss	28.3		(0.1)		—		28.2
Net current period other comprehensive (loss) income	(17.3)		20.2		(10.7)		(7.8)
Balance as of December 31, 2020	$	(32.7)	$	19.2	$	(373.6)	$	(387.1)

Other comprehensive income (loss) before reclassifications	29.8		0.4		(13.1)		17.1
Amounts reclassified from accumulated other comprehensive loss	(7.9)		(2.9)		—		(10.8)
Amounts reclassified related to dispositions (2)	—		—		18.1		18.1
Net current period other comprehensive income (loss)	21.9		(2.5)		5.0		24.4
Balance as of December 31, 2021	$	(10.8)	$	16.7	$	(368.6)	$	(362.7)

Other comprehensive income (loss) before reclassifications	105.5		—		(64.4)		41.1
Amounts reclassified from accumulated other comprehensive loss	(22.5)		(0.6)		—		(23.1)

Net current period other comprehensive income (loss)	83.0		(0.6)		(64.4)		18.0
Balance as of December 31, 2022	$	72.2	$	16.1	$	(433.0)	$	(344.7)

(1)Defined benefit pension includes a $25.0 million pre-tax adjustment related to a plan amendment for the UK Plan.

(2)In conjunction with the sale of the Distrupol business, the Company released the associated cumulative foreign currency translation losses and included the release as part of the net gain on sale of business.

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


	Statement of Operations Classification	Year ended December 31,
(in millions)		2022 (1)		2021 (1)		2020 (1)
Amortization of defined benefit pension items:
Prior service credit	Other income (expense), net	$	(0.7)	$	(3.5)	$	(0.1)
Tax expense	Income tax expense	0.1		0.6		—
Net of tax		(0.6)		(2.9)		(0.1)
Cash flow hedges:
Interest rate swap contracts	Interest expense	0.1		17.9		12.9
Cross-currency swap contracts	Interest expense and other income (expense), net	(30.3)		(28.6)		28.3
Tax expense (benefit)	Income tax expense	7.7		2.8		(12.9)
Net of tax		(22.5)		(7.9)		28.3
Total reclassifications for the period, net of tax		$	(23.1)	$	(10.8)	$	28.2

(1)Amounts in parentheses represent income in the consolidated statements of operations.

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18. 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.

Other than as disclosed, 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.

Asbestos Claims

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”). Univar is pursuing insurance coverage for certain matters under McKesson's historical insurance coverage to partially offset the impact of any fees, settlements, or judgments that Univar is obligated to pay because of its obligation to McKesson. As of December 31, 2022, there were approximately 232 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 were the subject of an unclaimed property audit request issued by the State of Delaware in 2015. On June 29, 2022, the State of Delaware notified the Company that it was closing its examination with a $0 finding. On September 13, 2022, the parties executed a confidential settlement agreement and release.

Canada Revenue Agency

In October 2022, the Company received notice from the Canada Revenue Agency ("CRA") proposing that certain historical financing transactions between one of the Company's Canadian subsidiaries (Univar Canada Ltd.) and one of the Company's US subsidiaries (Univar Holdco Canada LLC) should be recharacterized as equity and not debt for the 2015 and 2016 tax years. The CRA has proposed that certain deductions claimed by the Canadian entity should be denied, resulting in additional tax due, as well as penalties and interest on the unpaid tax. The proposed assessment against the Company, inclusive of interest and penalties of Canadian Dollar ("C$") 22.0 million, totals C$51.0 million.

It is possible that the CRA might take a similar position in relation to two additional tax years (2017 and 2018), but the Company has not received a proposal in relation to those years. The transactions that are being challenged by the CRA for 2015 and 2016 do not apply in periods after 2018.

The Company believes that the tax position previously taken was proper and it will defend itself as appropriate. The Company has not recorded any liabilities in its consolidated financial statements for this matter, as it believes it is more likely than not that the Company's position will be sustained.

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 the Company 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 128 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 107 current or formerly Company-owned/occupied

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sites. In addition, the Company may be liable as a PRP for a share of the clean-up of approximately 21 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 liabilities, the Company considers several factors such as information obtained from investigatory studies; the scope of remediation (including any changes over time); 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, may range from 2 to 30 years, depending on the specific site and type of remediation project.

Although the Company believes that its accruals are adequate for environmental contingencies, it is possible, due to the uncertainties noted above, that additional accruals 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, which were measured on an undiscounted basis, were as follows:


(in millions)	2022		2021
Environmental liabilities as of January 1	$	88.1	$	79.6
Revised obligation estimates	25.9		29.0
Payments	(22.7)		(20.3)
Foreign exchange	(0.4)		(0.2)
Environmental liabilities as of December 31	$	90.9	$	88.1


		December 31,
(in millions)	Balance Sheet Classification	2022		2021
Current environmental liabilities	Other accrued expenses	$	36.5	$	39.3
Long-term environmental liabilities	Other long-term liabilities	54.4		48.8

As of December 31, 2022, receivables for insurance recoveries of $6.7 million and $9.3 million were recorded within prepaid expenses and other current assets and other assets, respectively, in the consolidated balance sheets. No receivables for insurance recoveries were recorded as of December 31, 2021. Insurance recoveries of $16.7 million were recorded within warehousing, selling and administrative expenses in the consolidated statements of operations for the year ended December 31, 2022.

The Company manages estimated cash flows by project. These estimates are subject to change if there are modifications to the scope of the remediation plan or if other factors, either external or internal, change the timing of the remediation activities. The Company periodically reviews the status of all existing or potential environmental liabilities and adjusts its accruals based on all available, relevant information. Based on current estimates, the expected payments for environmental remediation for the next five years and thereafter at December 31, 2022 were as follows:


(in millions)
2023	$	36.5
2024	12.4
2025	6.9
2026	5.3
2027	4.5
Thereafter	25.3
Total	$	90.9

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19. Leasing

The Company leases certain warehouses and distribution centers, office space, transportation equipment and other machinery and equipment. The majority of the leases have remaining terms of 1 to 8 years. The lease agreements do not contain any material residual value guarantees or material restrictive covenants. The Company subleases certain facilities to third parties.


		December 31,
(in millions)	Balance Sheet Classification	2022		2021
Assets
Operating lease assets	Other assets	$	200.7	$	164.3
Finance lease assets	Property, plant and equipment, net (1)	107.4		102.1
Total lease assets		$	308.1	$	266.4
Liabilities
Current liabilities:
Current portion of operating lease liabilities	Other accrued expenses	$	43.0	$	45.7
Current portion of finance lease liabilities	Current portion of long-term debt	24.9		27.5
Noncurrent liabilities:
Operating lease liabilities	Other long-term liabilities	164.4		125.5
Finance lease liabilities	Long-term debt	79.4		74.4
Total lease liabilities		$	311.7	$	273.1

(1)Finance lease right-of-use assets are recorded net of accumulated depreciation of $61.6 million and $75.8 million as of December 31, 2022 and 2021, respectively.

Lease cost


(in millions)	Year ended December 31, 2022						Year ended December 31, 2021						Year ended December 31, 2020
Statement of Operations Classification	Operating Leases		Finance Leases		Total		Operating Leases		Finance Leases		Total		Operating Leases		Finance Leases		Total
Cost of goods sold (exclusive of depreciation)	$	22.6	$	—	$	22.6	$	22.6	$	—	$	22.6	$	18.8	$	—	$	18.8
Outbound freight and handling	6.6		—		6.6		6.6		—		6.6		6.1		—		6.1
Warehousing, selling and administrative	27.6		—		27.6		28.3		—		28.3		32.7		—		32.7
Depreciation	—		26.6		26.6		—		26.4		26.4		—		24.9		24.9
Interest expense	—		3.8		3.8		—		3.7		3.7		—		3.4		3.4
Total gross lease component costs	$	56.8	$	30.4	87.2		$	57.5	$	30.1	87.6		$	57.6	$	28.3	85.9
Variable lease costs					1.2						1.7						0.9
Short-term lease costs					7.7						6.7						25.7
Total gross lease costs					96.1						96.0						112.5
Less: sublease income					0.9						2.1						2.5
Total net lease costs					$	95.2					$	93.9					$	110.0

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Maturity of lease liabilities


(in millions)	Operating Leases		Finance Leases		Total
2023	$	53.2	$	28.7	$	81.9
2024	39.5		25.2		64.7
2025	30.6		23.2		53.8
2026	27.0		20.0		47.0
2027	22.5		11.5		34.0
2028 and after	93.1		6.3		99.4
Total lease payments	265.9		114.9		380.8
Less: interest	58.5		10.6		69.1
Present value of lease liabilities	$	207.4	$	104.3	$	311.7

Lease term and discount rate


	December 31,
(in millions)	2022		2021
Weighted-average remaining lease term (years)
Operating leases	8.3		6.7
Finance leases	6.3		6.5
Weighted-average discount rate
Operating leases	4.91	%	3.99	%
Finance leases	4.29	%	3.59	%

Other information


	Year ended December 31,
(in millions)	2022		2021		2020
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows from operating leases	$	57.4	$	57.5	$	57.1
Operating cash flows from finance leases	3.8		3.6		3.4
Financing cash flows from finance leases	29.5		27.6		24.3

Sale-leaseback transaction

During 2020, the Company recognized a net gain of $14.4 million associated with a sale-leaseback agreement related to a real estate property. The Company intends to lease the property for a period of 15 years and has classified the agreement as an operating lease.

20. Segments

The Company’s operations are structured into four reportable segments that represent the geographic areas under which it operates and manages the business. Management, including the Chief Operating Decision Maker, monitors the operating results of its reportable segments separately for the purpose of making decisions about resource allocation and performance assessment. Management evaluates the performance of its reportable segments on the basis of Adjusted EBITDA. Adjusted EBITDA is defined as the sum of consolidated net income; depreciation; amortization; net interest expense; income tax expense; impairment charges; (gain) loss on sale of business; other operating expenses, net and other income (expense), net (for both, see “Note 8: Supplemental financial information”). For 2020, Adjusted EBITDA also included 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 was as follows:


(in millions)	USA		EMEA		Canada		LATAM		Other/ Eliminations(1)		Consolidated
Net sales
Year ended December 31, 2022
External customers	$	7,533.5	$	2,064.7	$	1,120.5	$	756.6	$	—	$	11,475.3
Inter-segment	129.5		10.6		10.5		0.5		(151.1)		—
Net sales	$	7,663.0	$	2,075.3	$	1,131.0	$	757.1	$	(151.1)	$	11,475.3

Year ended December 31, 2021
External customers	$	6,024.0	$	1,971.1	$	930.0	$	610.4	$	—	$	9,535.5
Inter-segment	92.1		4.3		4.4		0.7		(101.5)		—
Net sales	$	6,116.1	$	1,975.4	$	934.4	$	611.1	$	(101.5)	$	9,535.5

Year ended December 31, 2020
External customers	$	5,006.2	$	1,697.1	$	1,110.7	$	451.0	$	—	$	8,265.0
Inter-segment	81.2		3.1		2.5		—		(86.8)		—
Net sales	$	5,087.4	$	1,700.2	$	1,113.2	$	451.0	$	(86.8)	$	8,265.0

(1) Other/Eliminations represents the elimination of intersegment transactions.


	Year ended December 31,
(in millions)	2022		2021		2020
Adjusted EBITDA
USA	$	709.3	$	498.2	$	393.2
EMEA	176.6		170.6		142.7
Canada	119.7		104.2		89.7
LATAM	63.0		56.9		43.0
Other/Eliminations (1)	(22.7)		(32.2)		(32.8)
Consolidated	$	1,045.9	$	797.7	$	635.8

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


	December 31,
(in millions)	2022		2021
Long-lived assets (1)
USA	$	788.6	$	781.5
EMEA	191.9		191.2
Canada	173.4		153.3
LATAM	46.2		38.7
Other	55.6		30.6
Consolidated	$	1,255.7	$	1,195.3

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

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The following table is a reconciliation of net income to Adjusted EBITDA for the years ended December 31, 2022, 2021 and 2020:


	Year ended December 31,
(in millions)	2022		2021		2020
Net income	$	545.3	$	460.6	$	52.9

Depreciation	131.7		150.9		162.9
Amortization	48.2		52.5		60.0
Interest expense, net	102.9		97.2		112.4
Income tax expense	210.9		124.6		6.1
EBITDA	1,039.0		885.8		394.3
Other operating expenses, net	32.8		107.5		89.4
Other (income) expense, net	(26.5)		(110.4)		61.0
Impairment charges	0.6		3.0		40.2
(Gain) loss on sale of business	—		(88.2)		50.6

Brazil VAT charge	—		—		0.3

Adjusted EBITDA	$	1,045.9	$	797.7	$	635.8

Business line information

The Company’s net sales from external customers primarily relate to its chemical distribution business. Other sales to external customers primarily relate to services for collecting and arranging for the transportation of hazardous and non-hazardous waste.

Risks and Concentrations

No single customer accounted for 10% or more of net sales in any of the years presented.

The Company has portions of its labor force that are a part of collective bargaining agreements. A work stoppage or other limitation on operations could occur as a result of disputes under existing collective bargaining agreements with labor unions or government-based work counsels or in connection with negotiations of new collective bargaining agreements. As of December 31, 2022, approximately 24% of the Company’s labor force is covered by a collective bargaining agreement. As of December 31, 2022, approximately 1% of the Company’s labor force is covered by a collective bargaining agreement that will expire within one year.

Other segment information

Information on total assets by segment is not disclosed, as the Company's Chief Operating Decision Maker does not evaluate reportable segments using total asset information.

21. Subsequent events

Kale Kimya Agreement

In January 2023, the Company entered into an agreement to acquire Kale Kimya, a leading regional specialty chemical distributor in Turkey, for cash consideration of €125 million, subject to closing adjustments, and contingent consideration of up to €7 million. The transaction is expected to close in the second quarter of 2023.

ChemSol Group Acquisition

In February 2023, the Company acquired ChemSol Group, a leading ingredients and specialty chemical distributor in Central America, for cash consideration of approximately $19 million, subject to closing adjustments, and contingent consideration of up to $5 million.

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Schedule II - Valuation and qualifying accounts


			Additions
(in millions)	Balance at beginning of period		Charged to costs and expenses		Charged to other accounts		Deductions		Balance at end of period
Year ended December 31, 2022
Income tax valuation allowance	$	8.6	$	5.8	$	(1.4)	$	(0.3)	$	12.7

Year ended December 31, 2021
Income tax valuation allowance	$	19.9	$	0.7	$	(0.3)	$	(11.7)	$	8.6

Year ended December 31, 2020
Income tax valuation allowance	$	87.5	$	3.0	$	1.0	$	(71.6)	$	19.9

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM 9A. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

As of December 31, 2022, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer ("CEO") and our Chief Financial Officer ("CFO"), of the effectiveness of the design and operation of our disclosure controls and procedures (as such term is defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 as amended). Based upon that evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that our disclosure controls and procedures are designed at a reasonable assurance level and are effective to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission (“SEC”), and that such information is accumulated and communicated to our management, including our CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting identified in management’s evaluation pursuant to Rules 13a-15(d) of the Exchange Act during the quarter ended December 31, 2022 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Management’s Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting for the company. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of our financial reporting for external purposes in accordance with accounting principles generally accepted in the United States of America. Internal control over financial reporting includes maintaining records that in reasonable detail accurately and fairly reflect our transactions; providing reasonable assurance that transactions are recorded as necessary for preparation of our financial statements; providing reasonable assurance that receipts and expenditures of company assets are made in accordance with management authorization; and providing reasonable assurance that unauthorized acquisition, use, or disposition of company assets that could have a material effect on our financial statements would be prevented or detected on a timely basis. Because of its inherent limitations, internal control over financial reporting is not intended to provide absolute assurance that a misstatement of our financial statements would be prevented or detected.

Management conducted an assessment of the effectiveness of the Company’s internal control over financial reporting based on the criteria set forth in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework). Based on the Company’s assessment, management has concluded that its internal control over financial reporting was effective as of December 31, 2022 to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP. The Company’s independent registered public accounting firm, Ernst & Young LLP, has issued an audit report on the Company’s internal control over financial reporting, which appears in Part II, Item 8 of this Annual Report on Form 10-K.

ITEM 9B. OTHER INFORMATION

None.

ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

None.

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PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

All information required by this Item will be included in our Proxy Statement relating to our 2023 Annual Meeting of Stockholders to be filed pursuant to Regulation 14A within 120 days after the end of the fiscal year ended December 31, 2022 (“2023 Proxy Statement”) and is incorporated herein by reference.*

ITEM 11. EXECUTIVE COMPENSATION

All information required by this Item will be included in our 2023 Proxy Statement and is incorporated herein by reference.*

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

All information required by this Item will be included in our 2023 Proxy Statement and is incorporated herein by reference.*

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

All information required by this Item will be included in our 2023 Proxy Statement and is incorporated herein by reference.*

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

All information required by this Item will be included in our 2023 Proxy Statement and is incorporated herein by reference.*

*Except for information or data specifically incorporated herein by reference under Items 10 through 14, other information and data appearing in our 2023 Proxy Statement are not deemed to be a part of this Annual Report on Form 10-K or deemed to be filed with the SEC as part of this report.

PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a)(1)(2) Financial Statements and Financial Statement Schedules

Reference is made to the information set forth in Part II, Item 8 of this Annual Report on Form 10-K, which information is incorporated herein by reference.

(a)(3) Exhibits


Exhibit Number						Exhibit Description

2.1						Agreement and Plan of Merger, dated September 17, 2018, by and among Nexeo, Univar, Pilates Merger Sub I Corp and Pilates Merger Sub II LLC, incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K of the Company, filed on September 18, 2018.

2.2						Purchase and Sale Agreement, by and among Nexeo Solutions, Inc., Neon Holdings, Inc. and Univar Inc., dated as of February 8, 2019, incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K of the Company filed on March 1, 2019.

3.1						Restated Third Amended and Restated Certificate of Incorporation of the Company, incorporated by reference to Exhibit 3.1 to the Form 10-K of the Company filed on February 25, 2022.

3.2						Fourth Amended and Restated Bylaws of the Company effective May 6, 2021, incorporated by reference to Exhibit 3.5 to the Form 10-Q of the Company filed on August 3, 2021.

4.1						Form of Common Stock Certificate, incorporated by reference to Exhibit 4.1 to the Registration Statement on Form S-1 of the Company, filed on June 8, 2015.

4.2						Description of Univar Solutions Inc. Securities registered pursuant to Section 12 of the Securities Exchange Act of 1934, incorporated by reference to Exhibit 4.2 to the Form 10-K of the Company, filed on February 25, 2022.

4.3						Indenture, dated as of November 22, 2019, between Univar Solutions USA Inc., Univar Solutions Inc., the guarantors listed on the signature pages thereto and U.S. Bank National Association, incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K of the Company, filed on November 22, 2019.

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4.4						First Supplemental Indenture, dated as of November 22, 2019, between Univar Solutions USA Inc., Univar Solutions Inc., the guarantors listed on the signature pages thereto and U.S. Bank National Association, incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K of the Company filed on November 22, 2019.

4.5						Form of 5.125% Senior Notes due 2027 (included in Exhibit 4.3 hereto), incorporated by reference to Exhibit 4.3 to the Current Report on Form 8-K of the Company, filed on November 22, 2019.

10.1						Credit Agreement, dated as of July 1, 2015 between Univar USA Inc., Univar Inc., the several banks and financial institutions from time to time party thereto and Bank of America, N.A., incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of the Company, filed on July 7, 2015.

10.2						First Amendment to Credit Agreement, dated as of January 19, 2017 between Univar USA Inc., Univar Inc., the several banks and financial institutions from time to time party thereto and Bank of America, N.A., incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of the Company, filed on January 20, 2017.

10.3						Second Amendment to Credit Agreement, dated as of November 28, 2017 between Univar USA Inc., Univar Inc., the several banks and financial institutions from time to time party thereto and Bank of America, N.A., incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of the Company, filed November 29, 2017.

10.4						Third Amendment to Credit Agreement, dated as of February 23, 2019, between Univar USA Inc., Univar Inc., the several banks and financial institutions from time to time party thereto and Bank of America, N.A., incorporated by reference to Exhibit 10.5 to the Form 10-K of the Company, filed on February 25, 2020.

10.5						Fourth Amendment to Credit Agreement, dated as of February 28, 2019 between Univar USA Inc., Univar Inc., the several banks and financial institutions from time to time party thereto and Bank of America, N.A., incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K of the Company, filed on March 1, 2019.

10.6						Fifth Amendment to Credit Agreement, dated November 22, 2019, 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, Goldman Sachs Bank USA 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 the Company, filed on November 22, 2019.

10.7						Sixth Amendment to Credit Agreement, dated June 3, 2021, 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, 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 the Company, filed on June 9, 2021.

10.8						Term Loan Guarantee and Collateral Agreement, dated as of July 1, 2015, made by Univar Inc., Univar USA Inc. and the guarantors listed on the signature pages thereto in favor of Bank of America, N.A, as collateral agent for the banks and other financial institutions that are parties to the Credit Agreement, incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K of the Company, filed on July 7, 2015.

10.9						Amendment No. 1 to Term Loan Guarantee and Collateral Agreement, dated as of November 22, 2019, made by Univar Solutions Inc., Univar Solutions USA Inc. and the guarantors listed on the signature pages thereto in favor of Bank of America, N.A, as collateral agent, incorporated by reference to Exhibit 10.9 to the Form 10-K of the Company, filed on February 25, 2020.

10.10						Second Amended and Restated ABL Credit Agreement, dated as of October 27, 2022, by and among Univar Solutions Inc. and certain of its subsidiaries, the several banks and financial institutions from time to time party thereto and Bank of America, N.A., as administrative agent, incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of the Company, filed on October 31, 2022.

10.11*						Second Amended and Restated ABL Guarantee and Collateral Agreement, dated as of October 27, 2022, made by the Company and certain of its Domestic Subsidiaries in favor of Bank of America, N.A, as collateral agent.

10.12 †						Form of Director Indemnification Agreement, incorporated by reference to Exhibit 10.56 to the Registration Statement on Form S-1 of the Company, filed on June 8, 2015.

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10.13†						Form of Employee Stock Option Agreement, incorporated by reference to Exhibit 10.34 to the Registration Statement on Form S-1 of the Company, filed on August 14, 2014.

10.14†						2014 Form of Employee Stock Option Agreement, incorporated by reference to Exhibit 10.62 to the Registration Statement on Form S-1 of the Company, filed on May 26, 2015.

10.15†						Form of Employee Stock Option Agreement for awards granted between June 23, 2015 and February 1, 2017, 2015 Omnibus Equity Incentive Plan, incorporated by reference to Exhibit 10.5 to the Registration Statement on Form S-8 of the Company, filed on June 23, 2015.

10.16†						Form of Employee Stock Option Agreement for awards granted after February 1, 2017, 2015 Omnibus Equity Incentive Plan, incorporated by reference to Exhibit 10.67 to the Form 10-K of the Company filed on February 28, 2017.

10.17†						Form of Employee Stock Option Agreement for awards granted after April 13, 2017, 2015 Omnibus Equity Incentive Plan, incorporated by reference to Exhibit 10.1 to the Form 10-Q of the Company filed on May 5, 2017.

10.18†						Form of Employee Stock Option Agreement, 2017 Omnibus Equity Incentive Plan, incorporated by reference to Exhibit 10.3 to the Form 10-Q of the Company filed on May 5, 2017.

10.19†						Form of Employee Stock Option Agreement for awards granted on or after February 7, 2018, 2017 Omnibus Equity Incentive Plan, incorporated by reference to Exhibit 10.2 to the Form 10-Q of the Company, filed on May 10, 2018.

10.20†						Stock Option Agreement, dated as of February 7, 2018, by and between Univar Inc. and Stephen D. Newlin. 2017 Omnibus Equity Incentive Plan, incorporated by reference to Exhibit 10.3 to the Form 10-Q of the Company, filed on May 10, 2018.

10.21†						Form of Employee Stock Option Agreement for awards granted on or after February 6, 2019, 2017 Omnibus Equity Incentive Plan, incorporated by reference to Exhibit 10.4 to the Form 10-Q of the Company, filed on May 9, 2019.

10.22†						Form of Employee Stock Option Agreement for awards granted on or after February 21, 2020, 2017 Omnibus Equity Incentive Plan, incorporated by reference to Exhibit 10.23 to the Form 10-K of the Company, filed on February 25, 2020.

10.23†						Form of Employee Stock Option Agreement for awards granted on or after June 26, 2020, 2020 Omnibus Incentive Plan, incorporated by reference to Exhibit 10.1 to the Form 10-Q of the Company, filed on August 7, 2020.

10.24†						Form of Employee Restricted Stock Unit Agreement for awards granted on or after February 21, 2020, 2017 Omnibus Equity Incentive Plan, incorporated by reference to Exhibit 10.31 to the Form 10-K of the Company, filed on February 25, 2020.

10.25†						Form of Employee Restricted Stock Unit Agreement for awards granted on or after June 26, 2020, 2020 Omnibus Incentive Plan, incorporated by reference to Exhibit 10.2 to the Form 10-Q of the Company, filed on August 7, 2020.

10.26†						Univar Solutions Supplemental Savings Plan (previously named Univar USA Inc. Supplemental Valued Investment Plan), effective June 1, 2017, incorporated by reference to Exhibit 10.32 to the Form 10-K of the Company, filed on February 25, 2020.

10.27†						First Amendment to the Univar Solutions Supplemental Savings Plan, dated October 9, 2018, incorporated by reference to Exhibit 10.33 to the Form 10-K of the Company, filed on February 25, 2020.

10.28†						Second Amendment to the Univar Solutions Supplemental Savings Plan, dated December 30, 2019, incorporated by reference to Exhibit 10.34 to the Form 10-K of the Company, filed on February 25, 2020.

10.29†						Univar USA Inc. Supplemental Benefits Retirement Plan, dated as of July 1, 2004, incorporated by reference to Exhibit 10.45 to the Registration Statement on Form S-1 of the Company, filed on August 14, 2014.

10.30†						First Amendment to the Univar USA Inc. Supplemental Retirement Plan, dated as of May 17, 2005, incorporated by reference to Exhibit 10.30 to the Form 10-K of the Company, filed on March 3, 2016.

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10.31†						Second Amendment to the Univar USA Inc. Supplemental Retirement Plan, dated as of August 24, 2006, incorporated by reference to Exhibit 10.31 to the Form 10-K of the Company, filed on March 3, 2016.

10.32†						Third Amendment to the Univar USA Inc. Supplemental Retirement Plan, dated as of June 11, 2007, incorporated by reference to Exhibit 10.32 to the Form 10-K of the Company, filed on March 3, 2016.

10.33†						Fourth Amendment to the Univar USA Inc. Supplemental Retirement Plan, dated as of December 6, 2007, incorporated by reference to Exhibit 10.46 to the Registration Statement on Form S-1 of the Company, filed on August 14, 2014.

10.34†						Fifth Amendment to the Univar USA Inc. Supplemental Retirement Plan, dated as of December 6, 2007, incorporated by reference to Exhibit 10.34 to the Form 10-K of the Company, filed on March 3, 2016.

10.35†						Sixth Amendment to the Univar USA Inc. Supplemental Retirement Plan, dated as of December 19, 2007, incorporated by reference to Exhibit 10.35 to the Form 10-K of the Company, filed on March 3, 2016.

10.36†						Seventh Amendment to the Univar USA Inc. Supplemental Retirement Plan, dated as of June 19, 2008, incorporated by reference to Exhibit 10.36 to the Form 10-K of the Company, filed on March 3, 2016.

10.37†						Eighth Amendment to the Univar USA Inc. Supplemental Retirement Plan, dated as of December 23, 2008, incorporated by reference to Exhibit 10.37 to the Form 10-K of the Company, filed on March 3, 2016.

10.38†						Ninth Amendment to the Univar USA Inc. Supplemental Retirement Plan, dated as of December 21, 2009, incorporated by reference to Exhibit 10.38 to the Form 10-K of the Company, filed on March 3, 2016.

10.39†						Univar Inc. 2011 Stock Incentive Plan, effective as of March 28, 2011, incorporated by reference to Exhibit 10.32 to the Registration Statement on Form S-1 of the Company, filed on August 14, 2014.

10.40†						Amendment No. 1 to the Univar Inc. 2011 Stock Incentive Plan, dated as of November 30, 2012, incorporated by reference to Exhibit 10.33 to the Registration Statement on Form S-1 of the Company, filed on August 14, 2014.

10.41†						Univar Inc. 2015 Omnibus Equity Incentive Plan is incorporated by reference to Exhibit 10.3 to the Registration Statement on Form S-8 of the Company, filed June 23, 2015.

10.42†						Univar Inc. 2017 Omnibus Equity Incentive Plan, incorporated by reference to Exhibit 10.6 to the Form 10-Q of the Company filed on May 5, 2017.

10.43†						First Amendment to Univar Inc. 2017 Omnibus Equity Incentive Plan dated as of December 6, 2019, incorporated by reference to Exhibit 10.50 to the Form 10-K of the Company, filed on February 25, 2020.

10.44†						Univar Solutions Inc. 2020 Omnibus Incentive Plan, incorporated by reference to Exhibit 4.5 to the Registration Statement on Form S-8 of the Company, filed on May 7, 2020.

10.45†						Letter Agreement, by and between Nick Powell and Univar Inc., dated as of February 27, 2019, incorporated by reference to Exhibit 5.1 to the Current Report on Form 8-K of the Company, filed on March 1, 2019.

10.46†						Letter Agreement between the Company and Nick Powell, incorporated by reference to Exhibit 10.1 to the Form 10-Q of the Company, filed on September 17, 2021.

10.47†						Letter Agreement, by and between Nick Powell and Univar Solutions Inc., dated as of September 12, 2022, incorporated by reference to Exhibit 10.1 to the Current Report on Form 10-Q, filed on November 2, 2022.

10.48*†						Form of Repayment Agreement, by and between Univar Solutions Inc. and Certain Executives.

10.49†						Letter Agreement between the Company and Jennifer McIntyre, incorporated by reference to Exhibit 10.2 to the Form 10-Q of the Company, filed on November 2, 2021.

10.50†						Form of Severance and Change in Control Agreement by and Between Univar Inc. and Certain Executives, incorporated by reference to Exhibit 10.3 to the Form 10-Q of the Company, filed on November 6, 2018.

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10.51†						Severance and Change of Control Agreement, dated as of January 6, 2020, between the Company and Nicholas W. Alexos, incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K of the Company, filed on December 16, 2019.

10.52†						Form of Severance and Change in Control Agreement by and Between Univar Solutions Inc. and Certain Executives, incorporated by reference to Exhibit 10.1 to the Form 10-Q of the Company, filed on November 5, 2020.

10.53†						Amended and Restated Univar Solutions Inc. Employee Stock Purchase Plan, incorporated by reference to Exhibit 10.51 to the Form 10-K of the Company, filed on February 25, 2021.

10.54†						First Amendment to Univar Solutions Inc. Employee Stock Purchase Plan dated as of December 6, 2019, incorporated by reference to Exhibit 10.56 to the Form 10-K of the Company, filed on February 25, 2020.

10.55†						Second Amendment to Univar Solutions Inc. Employee Stock Purchase Plan executed as of October 28, 2020, incorporated by reference to Exhibit 10.53 to the Form 10-K of the Company, filed on February 25, 2021.

10.56†						Form of Employee Performance Based Restricted Stock Unit Agreement for awards granted on or after February 21, 2020, incorporated by reference to Exhibit 10.7 to the Form 10-Q of the Company, filed on August 7, 2020.

10.57†						Form of Employee Performance Based Restricted Stock Unit Agreement for awards granted on or after March 10, 2021, 2020 Omnibus Incentive Plan, incorporated by reference to Exhibit 10.1 to the Form 10-Q of the Company, filed on May 10, 2021.

10.58†						Form of Director Deferred Share Unit Agreement for awards granted on or after February 7, 2018, 2017 Omnibus Equity Incentive Plan, incorporated by reference to Exhibit 10.8 to the Form 10-Q of the Company, filed on May 10, 2018.

10.59†						Form of Director Deferred Share Unit Agreement for awards granted on or after February 7, 2019, 2017 Omnibus Equity Incentive Plan, incorporated by reference to Exhibit 10.7 to the Form 10-Q of the Company, filed on May 9, 2019.

10.60†						Form of Director Deferred Share Unit Agreement for cash retainer granted on or after February 21, 2020, 2017 Omnibus Equity Incentive Plan, incorporated by reference to Exhibit 10.64 to the Form 10-K of the Company, filed on February 25, 2020.

10.61†						Form of Director Deferred Share Unit Agreement for equity awards granted on or after February 21, 2020, 2017 Omnibus Equity Incentive Plan, incorporated by reference to Exhibit 10.65 to the Form 10-K of the Company, filed on February 25, 2020.

10.62†						Form of Director Deferred Share Unit Agreement for cash retainer granted on or after June 26, 2020, 2020 Omnibus Incentive Plan, incorporated by reference to Exhibit 10.3 to the Form 10-Q of the Company, filed on August 7, 2020.

10.63†						Form of Director Deferred Share Unit Agreement for equity awards granted on or after June 26, 2020, 2020 Omnibus Incentive Plan, incorporated by reference to Exhibit 10.4 to the Form 10-Q of the Company, filed on August 7, 2020.

10.64†						Form of Director Restricted Stock Agreement for awards granted on or after June 26, 2020, 2020 Omnibus Incentive Plan, incorporated by reference to Exhibit 10.5 to the Form 10-Q of the Company, filed on August 7, 2020.

10.65†						Form of Director Restricted Stock Unit Agreement for awards granted on or after June 26, 2020, 2020 Omnibus Incentive Plan, incorporated by reference to Exhibit 10.6 to the Form 10-Q of the Company, filed on August 7, 2020.

10.66†						Univar Inc. Omnibus Waiver regarding Whistleblower Protections, dated as of May 3, 2017, incorporated by reference to Exhibit 10.8 to the Form 10-Q of the Company filed on May 5, 2017.

10.67†						Form of Indemnification Agreement by and Between Univar Solutions Inc. and Certain Executives, incorporated by reference to Exhibit 10.2 to the Form 10-Q of the Company, filed on November 5, 2020.

10.68 †						Form of Employee Restricted Stock Unit Agreement for awards granted on or after February 7, 2022, 2020 Omnibus Incentive Plan, incorporated by reference to Exhibit 10.75 to the Form 10-K of the Company, filed on February 25, 2020.

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10.69 †						Form of Employee Performance-Based Restricted Stock Unit Agreement for awards granted on or after February 7, 2022, 2020 Omnibus Incentive Plan, incorporated by reference to Exhibit 10.76 to the Form 10-K of the Company, filed on February 25, 2022.

21.1*						List of Subsidiaries

23.1*						Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm

31.1*						Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2*						Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1**						Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2**						Certification of Chief Financial Officer 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.

ITEM 16. FORM 10-K SUMMARY

None.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.


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

Dated February 22, 2023

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the date indicated.


By: /s/ DAVID C. JUKES						By: /s/ NICHOLAS W. ALEXOS
David C. Jukes, President and Chief Executive Officer (Principal Executive Officer)						Nicholas W. Alexos, Executive Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)
By: /s/ CHRISTOPHER D. PAPPAS
Christopher D. Pappas, Chairman of the Board
By: /s/ JOAN BRACA						By: /s/ MARK J. BYRNE
Joan Braca, Director						Mark J. Byrne, Director
By: /s/ DANIEL P. DOHENY						By: /s/ RICHARD P. FOX
Daniel P. Doheny, Director						Richard P. Fox, Director
By: /s/ RHONDA GERMANY						By: /s/ VARUN LAROYIA
Rhonda Germany, Director						Varun Laroyia, Director
By: /s/ STEPHEN D. NEWLIN						By: /s/ KERRY PREETE
Stephen D. Newlin, Director						Kerry Preete, Director
By: /s/ ROBERT L. WOOD
Robert L. Wood, Director

Document

Exhibit 10.11

Execution Version

SECOND AMENDED AND RESTATED ABL GUARANTEE AND COLLATERAL AGREEMENT

made by

UNIVAR SOLUTIONS INC.

and certain of its Domestic Subsidiaries,

in favor of

BANK OF AMERICA, N.A.

as Collateral Agent

Dated as of July 28, 2015,
as Amended and Restated on February 28, 2019 and as Amended and Restated on October 27, 2022

TABLE OF CONTENTS

Page


SECTION 1 Defined Terms

1.1	Definitions	2
1.2	Other Definitional Provisions	7
1.3	Amendment and Restatement	7

SECTION 2 Guarantee

2.1	Guarantee	8
2.2	Right of Contribution	9
2.3	No Subrogation	9
2.4	Amendments, etc. with Respect to the Obligations	10
2.5	Guarantee Absolute and Unconditional	10
2.6	Reinstatement	11
2.7	Payments	11
2.8	Joint and Several	11

	SECTION 3 Grant of Security Interest

3.1	Grant	12
3.2	Pledged Collateral	13
3.3	Certain Limited Exceptions	13
3.4	Intercreditor Relations	15

	SECTION 4 Representations and Warranties

4.1	Representations and Warranties of Each Guarantor	16
4.2	Representations and Warranties of Each Grantor	16
4.3	Representations and Warranties of Each Pledgor	18

	SECTION 5 Covenants

5.1	Covenants of Each Guarantor	19
5.2	Covenants of Each Grantor	20
5.3	Covenants of Each Pledgor	23

-i-

Page


	SECTION 6 Remedial Provisions

6.1	Certain Matters Relating to Accounts	25
6.2	Communications with Obligors; Grantors Remain Liable	26
6.3	Pledged Stock	27
6.4	Proceeds to Be Turned Over to the Collateral Agent	27
6.5	Application of Proceeds	28
6.6	Code and Other Remedies	28
6.7	Registration Rights	28
6.8	Waiver; Deficiency	29

	SECTION 7 The Collateral Agent

7.1	Collateral Agent’s Appointment as Attorney-in-Fact, etc.	29
7.2	Duty of Collateral Agent	31
7.3	Financing Statements	31
7.4	Authority of Collateral Agent	31
7.5	Right of Inspection	32

	SECTION 8 Designation of Non-Lender Secured Parties

8.1	Designation of Non-Lender Secured Parties	32

	SECTION 9 Miscellaneous

9.1	Amendments in Writing	32
9.2	Notices	32
9.3	No Waiver by Course of Conduct; Cumulative Remedies	32
9.4	Enforcement Expenses; Indemnification	33
9.5	Successors and Assigns	33
9.6	Set-Off	33
9.7	Counterparts	33
9.8	Severability	34
9.9	Section Headings	34
9.10	Integration	34
9.11	GOVERNING LAW	34
9.12	Submission to Jurisdiction; Waivers	34
9.13	Acknowledgments	35
9.14	WAIVER OF JURY TRIAL	35
9.15	Additional Granting Parties	35
9.16	Releases	35
9.17	Judgment	37
9.18	Transfer Tax Acknowledgment	37

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Page

SCHEDULES

Schedule 1 — Notice Addresses of Granting Parties

Schedule 2 — Pledged Securities

Schedule 3 — Perfection Matters

Schedule 4A — Financing Statements

Schedule 4B — Jurisdiction of Organization

Schedule 5 — Intellectual Property

Schedule 6 — Commercial Tort Claims

ANNEXES

Annex 1 — Acknowledgement and Consent of Issuers who are not Granting Parties

Annex 2 — Assumption Agreement

Annex 3 — Supplemental Agreement

-iii-

SECOND AMENDED AND RESTATED ABL GUARANTEE AND COLLATERAL AGREEMENT

SECOND AMENDED AND RESTATED ABL GUARANTEE AND COLLATERAL AGREEMENT, dated as of July 28, 2015, as amended and restated as of February 28, 2019 and as further amended and restated as of October 27, 2022, made by UNIVAR SOLUTIONS INC., a Delaware corporation (the “U.S. Borrower”) and the Domestic Subsidiaries of the U.S. Borrower from time to time party hereto, in favor of BANK OF AMERICA, N.A., as collateral agent for the Secured Parties (as defined below) (in such capacity, and together with its successors and assigns in such capacity, the “Collateral Agent”) and U.S. administrative agent (in such capacity, and together with its successors and assigns in such capacity, the “Administrative Agent”) for the Lenders as set forth in the Credit Agreement described below.

W I T N E S S E T H :

WHEREAS, pursuant to that certain Second Amended and Restated ABL Credit Agreement, dated as of October 27, 2022 (as amended, waived, supplemented or otherwise modified from time to time, together with any agreement extending the maturity of, or restructuring, refunding, refinancing or increasing the Indebtedness under such agreement or successor agreements, the “Credit Agreement”), among the U.S. Borrower, Univar Solutions Canada Ltd., as Canadian Borrower, Univar Netherlands Holding B.V., as European Parent Borrower, the European Subsidiary Borrowers party thereto from time to time, the Collateral Agent, the Administrative Agent, Bank of America, N.A. (acting through its Canada branch), as Canadian administrative agent, Bank of America, N.A., as European administrative agent, and the other parties from time to time party thereto, the Lenders have severally agreed to make extensions of credit to the Borrowers upon the terms and subject to the conditions set forth therein;

WHEREAS, the Granting Parties (as defined below), the Administrative Agent and the Collateral Agent entered into that certain ABL Collateral Agreement dated as of July 28, 2015 (as amended and restated on February 28, 2019 and as further amended, waived, supplemented or otherwise modified from time to time prior to the Second Restatement Effective Date, the “Existing ABL Collateral Agreement”);

WHEREAS, each Borrower is a member of an affiliated group of companies that includes the U.S. Borrower and the U.S. Subsidiary Guarantors;

WHEREAS, the proceeds of the extensions of credit under the Credit Agreement will be used in part to enable the Borrowers to make valuable transfers to one or more of the other Granting Parties in connection with the operation of their respective businesses;

WHEREAS, each Borrower and the other Granting Parties are engaged in related businesses, and each such Granting Party will derive substantial direct and indirect benefit from the making of the extensions of credit under the Credit Agreement;

WHEREAS, it is a condition to the obligation of the Lenders to make their respective extensions of credit under the Credit Agreement that the Granting Parties shall execute and deliver this Agreement to the Collateral Agent for the benefit of the Secured Parties; and

WHEREAS, the Collateral Agent has entered into the Intercreditor Agreement (as amended, amended and restated, waived, supplemented or otherwise modified from time to time (subject to Subsection 9.1), the “ABL Intercreditor Agreement”).

NOW, THEREFORE, in consideration of the premises and to induce the Administrative Agent and the Lenders to enter into the Credit Agreement and to induce the Lenders to make their respective extensions of credit to the Borrowers thereunder, each Granting Party hereby agrees with the Administrative Agent and the Collateral Agent to amend and restate the Existing ABL Collateral Agreement as follows, and each Granting Party hereby agrees with the Administrative Agent and the Collateral Agent, for the benefit of the Secured Parties as follows:

SECTION 1

Defined Terms

1.1Definitions.

(a)Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement, and the following terms that are defined in the Code (as in effect on the Second Restatement Effective Date) are used herein as so defined: Cash Proceeds, Chattel Paper, Commercial Tort Claims, Deposit Accounts, Documents, Electronic Chattel Paper, Equipment, Farm Products, Fixtures, General Intangibles, Goods, Letter-of-Credit Rights, Money, Promissory Notes, Records, Securities, Securities Accounts and Supporting Obligations.

(b)The following terms shall have the following meanings:

“ABL Intercreditor Agreement”: as defined in the recitals hereto.

“Accounts”: all accounts (as defined in the Code) of each Grantor, including, without limitation, all Accounts (as defined in the Credit Agreement) and Accounts Receivable of such Grantor.

“Accounts Receivable”: any right to payment for goods sold or leased or for services rendered, which is not evidenced by an instrument (as defined in the Code) or Chattel Paper; provided that, solely for purposes of Subsections 4.2.5, 5.2.8, 6.1, 6.2 and 6.4 hereof, “Accounts Receivable” means any right to payment for goods sold or leased or for services rendered, whether or not evidenced by an instrument (as defined in the Code) or Chattel Paper.

“Additional ABL Agent”: as defined in the ABL Intercreditor Agreement.

“Additional ABL Collateral Documents”: as defined in the ABL Intercreditor Agreement.

“Additional ABL Obligations”: as defined in the ABL Intercreditor Agreement.

“Additional ABL Secured Parties”: as defined in the ABL Intercreditor Agreement.

“Additional Agent”: as defined in the ABL Intercreditor Agreement.

“Additional Credit Facility”: as defined in the ABL Intercreditor Agreement.

“Additional Term Obligations”: as defined in the ABL Intercreditor Agreement.

“Adjusted Net Worth”: of any Guarantor at any time, the greater of (x) $0 and (y) the amount by which the fair saleable value of such Guarantor’s assets on the date of the respective payment hereunder exceeds its debts and other liabilities (including contingent liabilities, but without giving effect to any of its obligations under this Agreement or any other Loan Document, or pursuant to its guarantee with respect to any Indebtedness then outstanding under the Senior Notes, the Cash Flow Credit Facility, any Additional Credit Facility or any Assumed Indebtedness) on such date.

“Administrative Agent”: as defined in the preamble hereto.

“Agreement”: this Second Amended and Restated ABL Guarantee and Collateral Agreement, as the same may be amended, restated, supplemented, waived or otherwise modified from time to time.

“Applicable Law”: as defined in Subsection 9.8.

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“Bankruptcy Case”: (i) the U.S. Borrower or any of its Subsidiaries commencing any case, proceeding or other action (A) under any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization, conservatorship or relief of debtors, seeking to have an order for relief entered with respect to it, or seeking to adjudicate it bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other relief with respect to it or its debts, or (B) seeking appointment of a receiver, trustee, custodian, conservator or other similar official for it or for all or any substantial part of its assets, or the U.S. Borrower or any of its Subsidiaries making a general assignment for the benefit of its creditors; or (ii) there being commenced against the U.S. Borrower or any of its Subsidiaries any case, proceeding or other action of a nature referred to in clause (i) above which (A) results in the entry of an order for relief or any such adjudication or appointment or (B) remains undismissed, undischarged or unbonded for a period of 60 days.

“Code”: the Uniform Commercial Code as from time to time in effect in the State of New York.

“Collateral”: as defined in Section 3.

“Collateral Account Bank”: a bank which at all times is the Collateral Agent or a Lender or an affiliate thereof as selected by the relevant Grantor and consented to in writing by the Collateral Agent (such consent not to be unreasonably withheld or delayed).

“Collateral Agent”: as defined in the preamble hereto.

“Collateral Proceeds Account”: a non-interest bearing cash collateral account established and maintained by the relevant Grantor at an office of the Collateral Account Bank in the name, and in the sole dominion and control of, the Collateral Agent for the benefit of the Secured Parties.

“Collateral Representative”: (i) the Term Loan Collateral Representative or the ABL Collateral Representative (each as defined in the ABL Intercreditor Agreement) with respect to the ABL Intercreditor Agreement and (ii) if any other Intercreditor Agreement is executed and then in effect, the Person acting as representative for the Collateral Agent and the Secured Parties thereunder for the applicable purpose contemplated by this Agreement.

“Commercial Tort Action”: any action, other than an action primarily seeking declaratory or injunctive relief with respect to claims asserted or expected to be asserted by Persons other than the Grantors, that is commenced by a Grantor in the courts of the United States of America, any state or territory thereof or any political subdivision of any such state or territory, in which any Grantor seeks damages arising out of torts committed against it that would reasonably be expected to result in a damage award to it exceeding $20,000,000.

“Contracts”: with respect to any Grantor, all contracts, agreements, instruments and indentures in any form and portions thereof, to which such Grantor is a party or under which such Grantor or any property of such Grantor is subject, as the same may from time to time be amended, supplemented, waived or otherwise modified, and all rights of such Grantor thereunder, including, without limitation, (i) all rights of such Grantor to receive moneys due and to become due to it thereunder or in connection therewith, (ii) all rights of such Grantor to damages arising thereunder and (iii) all rights of such Grantor to perform and to exercise all remedies thereunder.

“Copyright Licenses”: with respect to any Grantor, all United States written license agreements of such Grantor providing for the grant by or to such Grantor of any right under any United States copyright of such Grantor, other than agreements with any Person who is an Affiliate or a Subsidiary of the U.S. Borrower or such Grantor, including, without limitation, any material license agreements listed on Schedule 5, subject, in each case, to the terms of such license agreements, and the right to prepare for sale, sell and advertise for sale, all Inventory now or hereafter covered by such licenses.

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“Copyrights”: with respect to any Grantor, all of such Grantor’s right, title and interest in and to all United States copyrights, whether or not the underlying works of authorship have been published or registered, all United States copyright registrations and copyright applications, including, without limitation, any copyright registrations and copyright applications listed on Schedule 5, and (i) all renewals thereof, (ii) all income, royalties, damages and payments now and hereafter due and/or payable with respect thereto, including, without limitation, payments under all licenses entered into in connection therewith, and damages and payments for past or future infringements thereof and (iii) the right to sue or otherwise recover for past, present and future infringements and misappropriations thereof.

“Credit Agreement”: as defined in the recitals hereto.

“Credit Facility”: as defined in the ABL Intercreditor Agreement.

“Discharge of Additional ABL Obligations”: as defined in the ABL Intercreditor Agreement.

“Excluded Assets”: as defined in Subsection 3.3.

“Existing ABL Collateral Agreement”: as defined in the recitals hereto.

“Foreign Intellectual Property”: any right, title or interest in or to any copyrights, copyright licenses, patents, patent applications, patent licenses, trade secrets, trade secret licenses, trademarks, service marks, trademark and service mark applications, trade names, trade dress, trademark licenses, technology, know-how and processes or any other intellectual property governed by or arising or existing under, pursuant to or by virtue of the laws of any jurisdiction other than the United States of America or any state thereof.

“Granting Parties”: U.S. Borrower and the U.S. Subsidiary Guarantors.

“Grantor”: the U.S. Borrower and the U.S. Subsidiary Guarantors.

“Guarantors”: the collective reference to each Granting Party.

“Hedging Agreement”: any Interest Rate Agreement, Commodities Agreement, Currency Agreement or any other credit or equity swap, collar, cap, floor or forward rate agreement, or other agreement or arrangement designed to protect against fluctuations in interest rates or currency, commodity, credit or equity values or creditworthiness (including, without limitation, any option with respect to any of the foregoing and any combination of the foregoing agreements or arrangements), and any confirmation executed in connection with any such agreement or arrangement.

“Instruments”: as defined in Article 9 of the Code but excluding Pledged Securities.

“Intellectual Property”: with respect to any Grantor, the collective reference to such Grantor’s Copyrights, Copyright Licenses, Patents, Patent Licenses, Trade Secrets, Trade Secret Licenses, Trademarks and Trademark Licenses.

“Intercompany Note”: with respect to any Grantor, any promissory note in a principal amount in excess of $20,000,000 evidencing loans made by such Grantor to the U.S. Borrower or any of its Restricted Subsidiaries.

“Intercreditor Agreements”: (a) the ABL Intercreditor Agreement (upon and during the effectiveness thereof) and (b) any other intercreditor agreement that may be entered into in the future by the Collateral Agent and one or more Additional Agents and acknowledged by the U.S. Borrower and the other Granting Parties (each as amended, amended and restated, waived, supplemented or otherwise modified from time to time (subject to Subsection 9.1)) (upon and during the effectiveness thereof).

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“Inventory”: with respect to any Grantor, all inventory (as defined in the Code) of such Grantor, including, without limitation, all Inventory (as defined in the Credit Agreement) of such Grantor.

“Investment Property”: the collective reference to (i) all “investment property” as such term is defined in Section 9-102(a)(49) of the Code as in effect on the Second Restatement Effective Date (other than (a) Capital Stock (including for these purposes any investment deemed to be Capital Stock for United States tax purposes) of any Foreign Subsidiary in excess of 65% of any series of such Capital Stock and (b) any Capital Stock excluded from the definition of “Pledged Stock”) and (ii) whether or not constituting “investment property” as so defined, all Pledged Securities.

“Issuers”: the collective reference to issuers of Pledged Stock, including (as of the Second Restatement Effective Date) the Persons identified on Schedule 2 as the issuers of Pledged Stock.

“Original ABL Collateral Agreement”: as defined in the Existing ABL Collateral Agreement.

“Patent Licenses”: with respect to any Grantor, all United States written license agreements of such Grantor providing for the grant by or to such Grantor of any right under any United States patent, patent application, or patentable invention other than agreements with any Person who is an Affiliate or a Subsidiary of the U.S. Borrower or such Grantor, including, without limitation, the material license agreements listed on Schedule 5, subject, in each case, to the terms of such license agreements, and the right to prepare for sale, sell and advertise for sale, all Inventory now or hereafter covered by such licenses.

“Patents”: with respect to any Grantor, all of such Grantor’s right, title and interest in and to all United States patents, patent applications and patentable inventions and all reissues and extensions thereof, including, without limitation, all patents and patent applications identified in Schedule 5, and including, without limitation, (i) all inventions and improvements described and claimed therein, (ii) the right to sue or otherwise recover for any and all past, present and future infringements and misappropriations thereof, (iii) all income, royalties, damages and other payments now and hereafter due and/or payable with respect thereto (including, without limitation, payments under all licenses entered into in connection therewith, and damages and payments for past, present or future infringements thereof), and (iv) all other rights corresponding thereto in the United States and all reissues, divisions, continuations, continuations-in-part, substitutes, renewals, and extensions thereof, all improvements thereon, and all other rights of any kind whatsoever of such Grantor accruing thereunder or pertaining thereto.

“Pledged Collateral”: as to any Pledgor, the Pledged Securities, in all cases, now owned or at any time hereafter acquired by such Pledgor, and any Proceeds thereof.

“Pledged Notes”: with respect to any Pledgor, all Intercompany Notes at any time issued to, or held or owned by, such Pledgor.

“Pledged Securities”: the collective reference to the Pledged Notes and the Pledged Stock.

“Pledged Stock”: with respect to any Pledgor, the shares of Capital Stock listed on Schedule 2 as held by such Pledgor, together with any other shares of Capital Stock of any Subsidiary of such Pledgor required to be pledged by such Pledgor pursuant to Subsection 8.8 of the Credit Agreement, as well as any other shares, stock certificates, options or rights of any nature whatsoever in respect of any Capital Stock of any Issuer that may be issued or granted to, or held by, such Pledgor while this Agreement is in effect, in each case, unless and until such time as the respective pledge of such Capital Stock under this Agreement is released in accordance with the terms hereof and of the Credit Agreement; provided that in no event shall there be pledged, nor shall any Pledgor be required to pledge, directly or indirectly, (i) more than 65% of any series of the outstanding Capital Stock (including for these purposes any investment deemed to be Capital Stock for U.S. tax purposes) of any Foreign Subsidiary, (ii) any Capital Stock of a Subsidiary of any Foreign Subsidiary (other than a Specified Foreign Loan Party), (iii) de minimis shares of a Foreign Subsidiary held by any Pledgor as a nominee or in a similar capacity, (iv)

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any Capital Stock of any Captive Insurance Subsidiary, (v) any Capital Stock of any (A) Excluded Canadian Subsidiary, (B) Excluded U.S. Subsidiary or (C) other Subsidiary of the U.S. Borrower, in each case of clauses (A), (B) and (C) that is of the type described in clauses (a) through (j) of the definition of Excluded U.S. Subsidiary, and in each case of clauses (A), (B) and (C) that (x) is not a U.S. Loan Party or a Specified Foreign Loan Party owned by a Grantor and (y) does not Guarantee the payment of the Senior Notes, (other than, but without limiting clause (i) above, a Subsidiary of the type described in clause (d) of the definition of Excluded U.S. Subsidiary) and (vi) without duplication, any Excluded Assets.

“Pledgor”: the U.S. Borrower (with respect to Pledged Securities held by the U.S. Borrower and all other Pledged Collateral of the U.S. Borrower), and each other Granting Party (with respect to Pledged Securities held by such Granting Party and all other Pledged Collateral of such Granting Party).

“Proceeds”: all “proceeds” as such term is defined in Section 9-102(a)(64) of the Code (as in effect on the Second Restatement Effective Date) and, in any event, Proceeds of Pledged Securities shall include, without limitation, all dividends or other income from the Pledged Securities, collections thereon or distributions or payments with respect thereto.

“Restrictive Agreements”: as defined in Subsection 3.3(a).

“Security Collateral”: with respect to any Granting Party, collectively, the Collateral (if any) and the Pledged Collateral (if any) of such Granting Party.

“Specified Asset”: as defined in Subsection 4.2.2.

“Specified Foreign Loan Party” means (i) any Canadian Loan Party, (ii) the European Parent Borrower, (iii) any Non-Borrowing Base Foreign Guarantor and (iv) any other Loan Party that is a Grantor (as defined in the ABL Intercreditor Agreement).

“Term Loan Priority Collateral”: as defined in the ABL Intercreditor Agreement.

“Term Loan Secured Parties”: as defined in the ABL Intercreditor Agreement.

“Trade Secret Licenses”: with respect to any Grantor, all United States written license agreements of such Grantor providing for the grant by or to such Grantor of any right under any United States trade secrets, including, without limitation, know-how, processes, formulae, compositions, designs, and confidential business and technical information, and all rights of any kind whatsoever accruing thereunder or pertaining thereto, other than agreements with any Person who is an Affiliate or a Subsidiary of the U.S. Borrower or such Grantor, subject, in each case, to the terms of such license agreements, and the right to prepare for sale, sell and advertise for sale, all Inventory now or hereafter covered by such licenses.

“Trade Secrets”: with respect to any Grantor, all of such Grantor’s right, title and interest in and to all United States trade secrets, including, without limitation, know-how, processes, formulae, compositions, designs, and confidential business and technical information, and all rights of any kind whatsoever accruing thereunder or pertaining thereto, including, without limitation, (i) all income, royalties, damages and payments now and hereafter due and/or payable with respect thereto, including, without limitation, payments under all licenses, non-disclosure agreements and memoranda of understanding entered into in connection therewith, and damages and payments for past or future misappropriations thereof, and (ii) the right to sue or otherwise recover for past, present or future misappropriations thereof.

“Trademark Licenses”: with respect to any Grantor, all United States written license agreements of such Grantor providing for the grant by or to such Grantor of any right under any United States trademarks, service marks, trade names, trade dress or other indicia of trade origin or business identifiers, other than agreements with any Person who is an Affiliate or a Subsidiary of the U.S. Borrower or such Grantor, including, without limitation, the material license agreements listed on

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Schedule 5, subject, in each case, to the terms of such license agreements, and the right to prepare for sale, sell and advertise for sale, all Inventory now or hereafter covered by such licenses.

“Trademarks”: with respect to any Grantor, all of such Grantor’s right, title and interest in and to all United States trademarks, service marks, trade names, trade dress or other indicia of trade origin or business identifiers, trademark and service mark registrations, and applications for trademark or service mark registrations (except for “intent to use” applications for trademark or service mark registrations filed pursuant to Section 1(b) of the Lanham Act, 15 U.S.C. § 1051, unless and until an Amendment to Allege Use or a Statement of Use under Sections 1(c) and 1(d) of said Act has been filed and accepted, it being understood and agreed that the carve out in this parenthetical shall be applicable only if and for so long as a grant or enforcement of a security interest in such intent to use application would invalidate or otherwise jeopardize Grantor’s rights therein or in the resulting registration), and any renewals thereof, including, without limitation, each registration and application identified in Schedule 5, and including, without limitation, (i) the right to sue or otherwise recover for any and all past, present and future infringements or dilutions thereof, (ii) all income, royalties, damages and other payments now and hereafter due and/or payable with respect thereto (including, without limitation, payments under all licenses entered into in connection therewith, and damages and payments for past or future infringements thereof), and (iii) all other rights corresponding thereto and all other rights of any kind whatsoever of such Grantor accruing thereunder or pertaining thereto in the United States, together in each case with the goodwill of the business connected with the use of, and symbolized by, each such trademark, service mark, trade name, trade dress or other indicia of trade origin or business identifiers.

“U.S. Borrower”: as defined in the preamble hereto.

“U.S. Subsidiary Guarantors”: the Domestic Subsidiaries of the U.S. Borrower that are party hereto on the Second Restatement Effective Date and each of the Domestic Subsidiaries of the U.S. Borrower that become a party hereto from time to time following the Second Restatement Effective Date.

“Vehicles”: all cars, trucks, trailers, construction and earth moving equipment and other vehicles covered by a certificate of title law of any state and all tires and other appurtenances to any of the foregoing.

1.2Other Definitional Provisions.

(a)The words “hereof,” “herein,” “hereto” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement, and Section, Schedule and Annex references are to this Agreement unless otherwise specified. The words “include,” “includes,” and “including” shall be deemed to be followed by the phrase “without limitation.”

(b)The meanings given to terms defined herein shall be equally applicable to both the singular and plural forms of such terms.

(c)Where the context requires, terms relating to the Collateral, Pledged Collateral or Security Collateral, or any part thereof, when used in relation to a Granting Party shall refer to such Granting Party’s Collateral, Pledged Collateral or Security Collateral or the relevant part thereof.

(d)All references in this Agreement to any of the property described in the definition of the term “Collateral” or “Pledged Collateral,” or to any Proceeds thereof, shall be deemed to be references thereto only to the extent the same constitute Collateral or Pledged Collateral, respectively.

1.3Amendment and Restatement.

(a)On the Second Restatement Effective Date, the Existing ABL Collateral Agreement shall be amended and restated in its entirety by this Agreement. This Agreement shall not constitute a novation of the Existing ABL Collateral Agreement or any of the other Security Documents. The parties hereto acknowledge and agree that (i) the grant by the Grantors of security interests in the Collateral (as amended and restated hereby) and by the Granting Parties of security interests in the

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Pledged Collateral (as amended and restated hereby), in each case, pursuant to the Existing ABL Collateral Agreement was made as of the Closing Date (or as of such later date on which a Grantor became a party thereto) and the amendment and restatement of the Existing ABL Collateral Agreement as contemplated hereby continues such grants, (ii) this Agreement and the other Loan Documents, whether executed and delivered in connection herewith or otherwise, do not constitute a novation or termination of the “Obligations” (as defined in Existing ABL Collateral Agreement), which remain outstanding as of the Second Restatement Effective Date, (iii) the “Obligations” (as defined in Existing ABL Collateral Agreement) are in all respects continuing (as amended and restated hereby and by the Credit Agreement and which are in all respects hereinafter subject to the terms herein) and (iv) the Liens and security interests as granted under the Existing ABL Collateral Agreement and the other applicable Loan Documents are in all respects continuing and in full force and effect and are reaffirmed hereby. To the extent applicable, the Grantors hereby acknowledge, confirm and agree that any financing statements, fixture filings, filings with the United States Patent and Trademark Office or the United States Copyright Office or other instrument similar in effect to the foregoing under applicable law covering all or any part of the Collateral previously filed in favor of the Collateral Agent under the Existing ABL Collateral Agreement are in full force and effect as of the Second Restatement Effective Date, and each Grantor ratifies its authorization for the Collateral Agent to file in any relevant jurisdictions any such financing statement, fixture filing, filing or other instrument relating to all or any part of the Collateral if filed prior to the Second Restatement Effective Date.

(b)On and after the Second Restatement Effective Date, (i) all references to the Existing ABL Collateral Agreement or the “U.S. Security Agreement” in the Loan Documents (other than this Agreement) shall be deemed to refer to this Agreement, (ii) all references to any section (or subsection) of the Existing ABL Collateral Agreement or the “U.S. Security Agreement” in any Loan Document (but not herein) shall be deemed to refer to the corresponding provisions of this Agreement, (iii) except as the context otherwise provides, all references to this Agreement herein (including for purposes of indemnification) shall be deemed to be references to this Agreement and (iv) all references to the Existing ABL Collateral Agreement or the “U.S. Security Agreement” in all Blocked Account Agreement executed in connection with the Credit Agreement or the Existing ABL Collateral Agreement shall be deemed to refer to this Agreement.

SECTION 2

Guarantee

2.1Guarantee.

(a)Each of the Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantees to the Administrative Agent and the other Secured Parties, the prompt and complete payment and performance (i) by each Borrower when due and payable (whether at the stated maturity, by acceleration or otherwise) of the Loans and (ii) all other Obligations (whether at the stated maturity, by acceleration or otherwise) owed to the Secured Parties (whether at the stated maturity, by acceleration or otherwise). With respect to the guarantee made by the U.S. Borrower, the U.S. Borrower shall be deemed not to be a Guarantor with respect to its own primary Obligations.

(b)Anything herein or in any other Loan Document to the contrary notwithstanding, the maximum liability of each Guarantor hereunder and under the other Loan Documents shall in no event exceed the amount that can be guaranteed by such Guarantor under applicable law, including applicable federal and state laws relating to the insolvency of debtors; provided that, to the maximum extent permitted under applicable law, it is the intent of the parties hereto that the rights of contribution of each Guarantor provided in Subsection 2.2 be included as an asset of the respective Guarantor in determining the maximum liability of such Guarantor hereunder.

(c)Each Guarantor agrees that the Obligations guaranteed by it hereunder may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing the guarantee contained in this Section 2 or affecting the rights and remedies of the Administrative Agent or any other Secured Party hereunder.

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(d)The guarantee contained in this Section 2 shall remain in full force and effect until the earliest to occur of (i) the first date on which all of the Loans and all other Obligations (other than any Obligations owing to a Non-Lender Secured Party not then due and payable), and the obligations of each Guarantor under the guarantee contained in this Section 2 then due and owing shall have been satisfied by payment in full in cash, all Letters of Credit are terminated or cash collateralized on terms reasonably satisfactory to the applicable Letter of Credit Issuer (or other arrangements have been made with respect thereto on terms reasonably satisfactory to the applicable Letter of Credit Issuer) and the Commitments shall be terminated, notwithstanding that from time to time during the term of the Credit Agreement any of the Borrowers may be free from any Obligations or (ii) as to any U.S. Subsidiary Guarantor, a sale or other disposition of all the Capital Stock of such U.S. Subsidiary Guarantor (other than to the U.S. Borrower, the U.S. Subsidiary Guarantors, or any other Loan Party), or any other transaction or occurrence as a result of which such U.S. Subsidiary Guarantor ceases to be a Restricted Subsidiary of the U.S. Borrower, in each case that is permitted under the Credit Agreement.

(e)No payment made by any Borrower, any of the Guarantors, any other guarantor or any other Person or received or collected by the Administrative Agent or any other Secured Party from any of the Borrowers, any of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of any of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Guarantor in respect of the Obligations or any payment received or collected from such Guarantor in respect of any of the Obligations), remain liable for the Obligations guaranteed by it hereunder up to the maximum liability of such Guarantor hereunder until the earliest to occur of (i) the first date on which all the Loans and all other Obligations (other than any Obligations owing to a Non-Lender Secured Party not then due and payable) then due and owing are paid in full in cash, all Letters of Credit are terminated or cash collateralized on terms reasonably satisfactory to the applicable Letter of Credit Issuer (or other arrangements have been made with respect thereto on terms reasonably satisfactory to the applicable Letter of Credit Issuer) and the Commitments are terminated or (ii) as to any U.S. Subsidiary Guarantor, a sale or other disposition of all the Capital Stock of such U.S. Subsidiary Guarantor (other than to the U.S. Borrower, the U.S. Subsidiary Guarantors or any other Loan Party), or any other transaction or occurrence as a result of which such U.S. Subsidiary Guarantor ceases to be a Restricted Subsidiary of the U.S. Borrower, in each case that is permitted under the Credit Agreement.

2.2Right of Contribution. Each Guarantor hereby agrees that to the extent that a Guarantor shall have paid more than its proportionate share (based, to the maximum extent permitted by law, on the respective Adjusted Net Worth of the Guarantors on the date the respective payment is made) of any payment made hereunder, such Guarantor shall be entitled to seek and receive contribution from and against any other Guarantor hereunder that has not paid its proportionate share of such payment. Each Guarantor’s right of contribution shall be subject to the terms and conditions of Subsection 2.3. The provisions of this Subsection 2.2 shall in no respect limit the obligations and liabilities of any Guarantor to the Administrative Agent and the other Secured Parties, and each Guarantor shall remain liable to the Administrative Agent and the other Secured Parties for the full amount guaranteed by such Guarantor hereunder.

2.3No Subrogation. Notwithstanding any payment made by any Guarantor hereunder or any set-off or application of funds of any Guarantor by the Administrative Agent or any other Secured Party, no Guarantor shall be entitled to be subrogated to any of the rights of the Administrative Agent or any other Secured Party against any Borrower or any other Guarantor or any collateral security or guarantee or right of offset held by the Administrative Agent or any other Secured Party for the payment of the Obligations, nor shall any Guarantor seek or be entitled to seek any contribution or reimbursement from any Borrower or any other Guarantor in respect of payments made by such Guarantor hereunder, until all amounts owing to the Administrative Agent and the other Secured Parties on account of the Obligations (other than any Obligations owing to a Non-Lender Secured Party not then due and payable) are paid in full in cash, all Letters of Credit are terminated or cash collateralized on terms reasonably satisfactory to the applicable Letter of Credit Issuer (or other arrangements have been made with respect thereto on terms reasonably satisfactory to the applicable Letter of Credit Issuer) and the Commitments are terminated. If any amount shall be paid to any

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Guarantor on account of such subrogation rights at any time when all of the Obligations (other than any Obligations owing to a Non-Lender Secured Party not then due and payable) shall not have been paid in full in cash, any Letters of Credit shall be outstanding (or shall not have been collateralized or otherwise provided for in a manner reasonably satisfactory to the applicable Letter of Credit Issuer) or any of the Commitments shall remain in effect, such amount shall be held by such Guarantor for the benefit of the Administrative Agent and the other Secured Parties and shall, forthwith upon receipt by such Guarantor, be turned over to the Administrative Agent in the exact form received by such Guarantor (duly indorsed by such Guarantor to the Administrative Agent, if required), to be held as collateral security for all of the Obligations (whether matured or unmatured) guaranteed by such Guarantor and/or then or at any time thereafter may be applied against any Obligations, whether matured or unmatured, in such order as the Administrative Agent may determine.

2.4Amendments, etc. with Respect to the Obligations. To the maximum extent permitted by law, each Guarantor shall remain obligated hereunder notwithstanding that, without any reservation of rights against any Guarantor and without notice to or further assent by any Guarantor, any demand for payment of any of the Obligations made by the Collateral Agent, the Administrative Agent or any other Secured Party may be rescinded by the Collateral Agent, the Administrative Agent or such other Secured Party and any of the Obligations continued, and the Obligations, or the liability of any other Person upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, waived, modified, accelerated, compromised, subordinated, waived, surrendered or released by the Collateral Agent, the Administrative Agent or any other Secured Party, and the Credit Agreement and the other Loan Documents and any other documents executed and delivered in connection therewith may be amended, waived, modified, supplemented or terminated, in whole or in part, as the Collateral Agent or the Administrative Agent (or the Required Lenders or the applicable Lender(s), as the case may be) may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by the Collateral Agent, the Administrative Agent or any other Secured Party for the payment of any of the Obligations may be sold, exchanged, waived, surrendered or released. None of the Collateral Agent, the Administrative Agent and each other Secured Party shall have any obligation to protect, secure, perfect or insure any Lien at any time held by it as security for any of the Obligations or for the guarantee contained in this Section 2 or any property subject thereto, except to the extent required by applicable law.

2.5Guarantee Absolute and Unconditional. Each Guarantor waives, to the maximum extent permitted by applicable law, any and all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Collateral Agent, the Administrative Agent or any other Secured Party upon the guarantee contained in this Section 2 or acceptance of the guarantee contained in this Section 2; each of the Obligations, and any obligation contained therein, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guarantee contained in this Section 2; and all dealings between any of the Borrowers and any of the Guarantors, on the one hand, and the Collateral Agent, the Administrative Agent and the other Secured Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 2. Each Guarantor waives, to the maximum extent permitted by applicable law, diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon any Borrower or any of the other Guarantors with respect to any of the Obligations. Each Guarantor understands and agrees, to the extent permitted by law, that the guarantee contained in this Section 2 shall be construed as a continuing, absolute and unconditional guarantee of payment and not of collection. Each Guarantor hereby waives, to the maximum extent permitted by applicable law, any and all defenses (other than any claim alleging breach of a contractual provision of any of the Loan Documents) that it may have arising out of or in connection with any and all of the following: (a) the validity or enforceability of the Credit Agreement or any other Loan Document, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Collateral Agent, the Administrative Agent or any other Secured Party, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) that may at any time be available to or be asserted by any of the Borrowers against the Collateral Agent, the Administrative Agent or any other Secured Party, (c) any change in the time, place, manner or place of payment, amendment, or waiver or increase in any of the Obligations, (d) any exchange, non-perfection, taking, or release of Security Collateral, (e) any change in

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the structure or existence of any of the Borrowers, (f) any application of Security Collateral to any of the Obligations, (g) any law, regulation or order of any jurisdiction, or any other event, affecting any term of any Obligation or the rights of the Collateral Agent, the Administrative Agent or any other Secured Party with respect thereto, including, without limitation: (i) the application of any such law, regulation, decree or order, including any prior approval, which would prevent the exchange of any currency (other than Dollars) for Dollars or the remittance of funds outside of such jurisdiction or the unavailability of Dollars in any legal exchange market in such jurisdiction in accordance with normal commercial practice, (ii) a declaration of banking moratorium or any suspension of payments by banks in such jurisdiction or the imposition by such jurisdiction or any Governmental Authority thereof of any moratorium on, the required rescheduling or restructuring of, or required approval of payments on, any indebtedness in such jurisdiction, (iii) any expropriation, confiscation, nationalization or requisition by such country or any Governmental Authority that directly or indirectly deprives any Borrower of any assets or their use, or of the ability to operate its business or a material part thereof, or (iv) any war (whether or not declared), insurrection, revolution, hostile act, civil strife or similar events occurring in such jurisdiction which has the same effect as the events described in clause (i), (ii) or (iii) above (in each of the cases contemplated in clauses (i) through (iv) above, to the extent occurring or existing on or at any time after the date of this Agreement), or (h) any other circumstance whatsoever (other than payment in full in cash of the Obligations guaranteed by it hereunder) (with or without notice to or knowledge of any of the Borrowers or such Guarantor) or any existence of or reliance on any representation by the Secured Parties that constitutes, or might be construed to constitute, an equitable or legal discharge of any of the Borrowers for the Obligations, or of such Guarantor under the guarantee contained in this Section 2, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, the Collateral Agent, the Administrative Agent and any other Secured Party may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against any of the Borrowers, any other Guarantor or any other Person or against any collateral security or guarantee for the Obligations guaranteed by such Guarantor hereunder or any right of offset with respect thereto, and any failure by the Collateral Agent, the Administrative Agent or any other Secured Party to make any such demand, to pursue such other rights or remedies or to collect any payments from any Borrower, any other Guarantor or any other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of any of the Borrowers, any other Guarantor or any other Person or any such collateral security, guarantee or right of offset, shall not relieve any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Collateral Agent, the Administrative Agent or any other Secured Party against any Guarantor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.

2.6Reinstatement. The guarantee of any Guarantor contained in this Section 2 shall continue to be effective, or be reinstated, as the case may be, if at any time payment, or any part thereof, of any of the Obligations guaranteed by such Guarantor hereunder is rescinded or must otherwise be restored or returned by the Collateral Agent, the Administrative Agent or any other Secured Party upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of any Borrower or any Guarantor, or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, any Borrower or any Guarantor or any substantial part of its property, or otherwise, all as though such payments had not been made.

2.7Payments. Each Guarantor hereby guarantees that payments hereunder will be paid to the Administrative Agent without set-off or counterclaim, in Dollars (or in the case of any amount required to be paid in any other currency pursuant to the requirements of the Credit Agreement or other agreement relating to the respective Obligations, such other currency), at the Administrative Agent’s office specified in Subsection 12.2 of the Credit Agreement or such other address as may be designated in writing by the Administrative Agent to such Guarantor from time to time in accordance with Subsection 12.2 of the Credit Agreement.

2.8Joint and Several. It is the intention that, and the Guarantors agree that, the Guarantors shall be jointly and severally liable under this Section 2 with the Guarantors (as defined in the Canadian Security Agreement, the European Borrower Guarantee Agreement and the Non-Borrowing Base Foreign Guarantee).

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SECTION 3

Grant of Security Interest

3.1Grant. Each Grantor hereby grants (and hereby confirms and reaffirms its prior continuing grant pursuant to the Existing ABL Collateral Agreement) to the Collateral Agent, for the benefit of the Secured Parties, a security interest in all of the Collateral of such Grantor, as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations, except as provided in Subsection 3.3. The term “Collateral,” as to any Grantor, means the following property (wherever located) now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest, except as provided in Subsection 3.3:

(a) all Accounts;

(b) all Money (including all cash);

(d) all Chattel Paper;

(e) all Contracts;

(f) all Deposit Accounts;

(g) all Documents;

(h) all Equipment and Goods;

(i) all General Intangibles;

(j) all Instruments;

(k) all Intellectual Property;

(l) all Inventory;

(m) all Investment Property;

(n) all Fixtures;

(o) all Supporting Obligations;

(p) all Commercial Tort Claims constituting Commercial Tort Actions described in Schedule 6 (together with any Commercial Tort Actions subject to a further writing provided in accordance with Subsection 5.2.12);

(q) all books and records relating to the foregoing;

(r) the Collateral Proceeds Account; and

(s) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all collateral security and guarantees given by any Person with respect to any of the foregoing;

provided that, Collateral shall not include any Pledged Collateral, or any property or assets described in the proviso to the definition of Pledged Stock.

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3.2Pledged Collateral. Each Granting Party that is a Pledgor, hereby grants (and hereby confirms and reaffirms its prior continuing grant pursuant to the Existing ABL Collateral Agreement) to the Collateral Agent, for the benefit of the Secured Parties, a security interest in all of the Pledged Collateral of such Pledgor now owned or at any time hereafter acquired by such Pledgor, including any Proceeds thereof, as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations, except as provided in Subsection 3.3.

3.3Certain Limited Exceptions. No security interest is or will be granted pursuant to this Agreement or any other Security Document in any right, title or interest of any Granting Party under or in, and “Collateral” and “Pledged Collateral” shall not include the following (collectively, with respect to the Granting Parties, the “Excluded Assets”):

(a) any Instruments, Contracts, Chattel Paper, General Intangibles, Copyright Licenses, Patent Licenses, Trademark Licenses, Trade Secret Licenses or other contracts or agreements with or issued by Persons other than the U.S. Borrower, a Subsidiary of the U.S. Borrower or the other U.S. Borrowers or an Affiliate of any of the foregoing (collectively, “Restrictive Agreements”) that would otherwise be included in the Security Collateral (and such Restrictive Agreements shall not be deemed to constitute a part of the Security Collateral) for so long as, and to the extent that, the granting of such a security interest pursuant hereto would result in a breach, default or termination of such Restrictive Agreements (in each case, except to the extent that, pursuant to the Code or any other applicable law, the granting of security interests therein can be made without resulting in a breach, default or termination of such Restrictive Agreements);

(b) any Equipment or other property that would otherwise be included in the Security Collateral (and such Equipment or other property shall not be deemed to constitute a part of the Security Collateral) if such Equipment or other property (x) is subject to a Lien described in clause (h) (with respect to Purchase Money Obligations or Capitalized Lease Obligations) or (o) (with respect to such Liens described in such clause (h)) of the definition of “Permitted Liens” in the Credit Agreement (or any corresponding provision of any Additional Credit Facility; provided that such provision is not materially less favorable to the Lenders than the corresponding provision in the Credit Agreement (as reasonably determined in writing by the U.S. Borrower and notified in writing to the Collateral Agent) (but in each case only for so long as such Liens are in place)) or (y) is subject to any Lien in respect of Hedging Obligations permitted by Subsection 9.6 of the Credit Agreement as a “Permitted Lien” pursuant to clause (h) of the definition thereof in the Credit Agreement (or any corresponding provision of any Additional Credit Facility; provided that such provision is not materially less favorable to the Lenders than the corresponding provision in the Credit Agreement (as reasonably determined in writing by the U.S. Borrower and notified in writing to the Collateral Agent) (but in each case only for so long as such Liens are in place), and, in the case of such other property, such other property consists solely of (i) cash, Cash Equivalents or Temporary Cash Investments, together with proceeds, dividends and distributions in respect thereof, (ii) any assets relating to such assets, proceeds, dividends or distributions, or to such Hedging Obligations, and/or (iii) any other assets consisting of, relating to or arising under or in connection with (1) any Hedging Obligations or (2) any other agreements, instruments or documents related to any such Hedging Obligations or to any of the assets referred to in any of subclauses (i) through (iii) of this subclause (y);

(c) any property (and/or related rights and/or assets) that (A) would otherwise be included in the Security Collateral (and such property (and/or related rights and/or assets) shall not be deemed to constitute a part of the Security Collateral) if such property has been sold or otherwise transferred in connection with a Sale and Leaseback Transaction (as defined in the definition of “Exempt Sale and Leaseback Transaction” in the Credit Agreement) permitted under clause (x) or (xviii) of the definition of “Asset Disposition” in the Credit Agreement (or any corresponding provision of any Additional Credit Facility; provided that such provision is not materially less favorable to the Lenders than the corresponding provision in the Credit Agreement (as reasonably determined in writing by the U.S. Borrower and notified in writing to the Collateral Agent), or (B) is subject to any Liens permitted under Subsection 9.6 of the Credit

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Agreement (or any corresponding provision of any Additional Credit Facility; provided that such provision is not materially less favorable to the Lenders than the corresponding provision in the Credit Agreement in any material respect (as reasonably determined in writing by the U.S. Borrower and notified in writing to the Collateral Agent) which relates to property subject to any such Sale and Leaseback Transaction (as defined in the definition of “Exempt Sale and Leaseback Transaction” in the Credit Agreement) or general intangibles related thereto (but only for so long as such Liens are in place); provided that, notwithstanding the foregoing, a security interest of the Collateral Agent shall attach to any money, securities or other consideration received by any Grantor as consideration for the sale or other disposition of such property as and to the extent such consideration would otherwise constitute Security Collateral;

(d) Capital Stock (including for these purposes any investment deemed to be Capital Stock for United States tax purposes) which is described in the proviso to the definition of Pledged Stock;

(e) any Money, cash, checks, other negotiable instruments, funds and other evidence of payment held in any Deposit Account of the U.S. Borrower or any of its Subsidiaries in the nature of a security deposit with respect to obligations for the benefit of the U.S. Borrower or any of its Subsidiaries, which must be held for or returned to the applicable counterparty under applicable law or pursuant to permitted Contractual Obligations;

(f) Letter-of-Credit Rights;

(g) any interest in leased real property (including Fixtures not constituting equipment related thereto) (and there shall be no requirement to deliver landlord lien waivers, estoppels or collateral access letters);

(h) any fee interest in owned real property;

(i) any Vehicles and any assets subject to certificate of title;

(j) Commercial Tort Claims individually reasonably expected to result in a recovery of less than $20,000,000;

(k) assets to the extent the granting or perfecting of a security interest in such assets would result in costs or other consequences to the U.S. Borrower or any of its Subsidiaries as reasonably determined in writing by the U.S. Borrower and the Administrative Agent, that are excessive in view of the benefits that would be obtained by the Secured Parties;

(l) those assets over which the granting of security interests in such assets would be prohibited by contract permitted under the Credit Agreement binding on any assets on the date of the Original ABL Collateral Agreement or acquired after the date of the Original ABL Collateral Agreement at the time of such acquisition and not incurred in contemplation of such acquisition, applicable law or regulation or the organizational or joint venture documents of any non-wholly owned Subsidiary (including permitted liens, leases and licenses) (in each case, after giving effect to the applicable anti-assignment provisions of the Uniform Commercial Code, other than proceeds and receivables thereof to the extent that their assignment is expressly deemed effective under the Uniform Commercial Code notwithstanding such prohibitions), or to the extent that such security interests would result in adverse tax consequences to the U.S. Borrower or any one or more of its Subsidiaries as reasonably determined in writing by the U.S. Borrower and notified in writing to the Collateral Agent (it being understood that the Lenders shall not require the U.S. Borrower or any of its U.S. Subsidiaries to enter into any security agreements or pledge agreements governed by foreign law);

(m) [reserved];

(n) Foreign Intellectual Property;

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(o) any aircraft, airframes, aircraft engines, helicopters, vessels or rolling stock or any Equipment or other assets constituting a part thereof;

(p) any Capital Stock and other securities of a Subsidiary of the U.S. Borrower to the extent that the pledge of or grant of any other Lien on such Capital Stock and other securities for the benefit of any holders of securities results in the U.S. Borrower or any of its Restricted Subsidiaries being required to file separate financial statements for such Subsidiary with the Securities and Exchange Commission (or any other governmental authority) pursuant to either Rule 3-10 or 3-16 of Regulation S-X under the Securities Act, or any other law, rule or regulation as in effect from time to time, but only to the extent necessary to not be subject to such requirement; and

(q) any Goods in which a security interest is not perfected by filing a financing statement in the applicable Grantor’s jurisdiction of organization.

3.4Intercreditor Relations. Notwithstanding anything herein to the contrary, it is the understanding of the parties that the Liens granted pursuant to Subsections 3.1 and 3.2 shall be (a) with respect to all Security Collateral other than Security Collateral constituting ABL Priority Collateral, (x) prior to the Discharge of Term Loan Obligations (as defined in the ABL Intercreditor Agreement), be subject and subordinate to the Liens granted to the Cash Flow Collateral Agent for the benefit of the Term Loan Secured Parties to secure the Term Loan Obligations (as defined in the ABL Intercreditor Agreement) pursuant to the Term Loan Collateral Documents (as defined in the ABL Intercreditor Agreement) as and to the extent set forth in the ABL Intercreditor Agreement and (y) prior to the Discharge of Additional Term Obligations (as defined in the ABL Intercreditor Agreement), be subject and subordinate to the Liens granted to any Additional Term Agent (as defined in the ABL Intercreditor Agreement) for the benefit of the holders of the Additional Term Obligations to secure the Additional Term Obligations pursuant to any Additional Term Collateral Documents (as defined in the ABL Intercreditor Agreement) as and to the extent provided for in the ABL Intercreditor Agreement, and (b) with respect to all Security Collateral, prior to the Discharge of Additional ABL Obligations (as defined in the ABL Intercreditor Agreement), be pari passu and equal in priority to the Liens granted to any Additional ABL Agent for the benefit of the holders of the applicable Additional ABL Obligations to secure such Additional ABL Obligations pursuant to the applicable Additional ABL Collateral Documents (except, in the case of this clause (b) as may be separately otherwise agreed between the Collateral Agent, on behalf of itself and the Secured Parties, and any Additional ABL Agent, on behalf of itself and the Additional ABL Secured Parties represented thereby) as and to the extent set forth in the ABL Intercreditor Agreement. The Collateral Agent acknowledges and agrees that the relative priority of the Liens granted to the Collateral Agent, the Administrative Agent, the Cash Flow Collateral Agent and any Additional Agent shall be determined solely pursuant to any applicable Intercreditor Agreement, and not by priority as a matter of law or otherwise. Notwithstanding anything herein to the contrary, the Liens and security interest granted to the Collateral Agent pursuant to this Agreement and the exercise of any right or remedy by the Collateral Agent hereunder are subject to the provisions of each applicable Intercreditor Agreement. In the event of any conflict between the terms of any Intercreditor Agreement and this Agreement, the terms of such Intercreditor Agreement shall govern and control as among (i) the Collateral Agent, the Cash Flow Collateral Agent and any Additional ABL Agent, in the case of the ABL Intercreditor Agreement and (ii) the Collateral Agent and any Additional Agent or any other secured creditor (or agent therefor) party thereto, in the case of any other Intercreditor Agreement. In the event of any such conflict, each Grantor may act (or omit to act) in accordance with such Intercreditor Agreement, and shall not be in breach, violation or default of its obligations hereunder by reason of doing so. Notwithstanding any other provision hereof, (x) for so long as Term Loan Obligations (as defined in the ABL Intercreditor Agreement) or any Additional Term Obligations (as defined in the ABL Intercreditor Agreement) remain outstanding, any obligation hereunder to deliver to the Collateral Agent any Security Collateral constituting Term Loan Priority Collateral shall be satisfied by causing such Term Loan Priority Collateral to be delivered to the Term Loan Agent (as defined in the ABL Intercreditor Agreement) or the applicable Term Loan Collateral Representative (as defined in the ABL Intercreditor Agreement) to be held in accordance with the ABL Intercreditor Agreement and (y) for so long as any Additional ABL Obligations remain outstanding, any obligation hereunder to deliver to the Collateral Agent any Security Collateral shall be satisfied by causing such Security Collateral to be delivered to the

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applicable Collateral Representative or any Additional Agent to be held in accordance with the applicable Intercreditor Agreement.

SECTION 4

Representations and Warranties

4.1Representations and Warranties of Each Guarantor. To induce the Administrative Agent, the Collateral Agent, the Lenders and the Issuing Lenders to enter into the Credit Agreement and to induce the Lenders and Issuing Lenders to make their respective extensions of credit to the Borrowers thereunder, each Guarantor hereby represents and warrants to the Collateral Agent and each other Secured Party that the representations and warranties set forth in Section 7 of the Credit Agreement as they relate to such Guarantor or to the Loan Documents to which such Guarantor is a party, each of which representations and warranties is hereby incorporated herein by reference, are true and correct in all material respects, and the Collateral Agent and each other Secured Party shall be entitled to rely on each of such representations and warranties as if fully set forth herein; provided that each reference in each such representation and warranty to the U.S. Borrower’s knowledge shall, for the purposes of this Subsection 4.1, be deemed to be a reference to such Guarantor’s knowledge.

4.2Representations and Warranties of Each Grantor. To induce the Administrative Agent, the Collateral Agent, the Lenders and the Issuing Lenders to enter into the Credit Agreement and to induce the Lenders and Issuing Lenders to make their respective extensions of credit to the Borrowers thereunder, each Grantor hereby represents and warrants to the Collateral Agent and each other Secured Party that, in each case after giving effect to the Transactions:

4.2.1Title; No Other Liens. Except for the security interests granted to the Collateral Agent for the benefit of the Secured Parties pursuant to this Agreement and the other Liens permitted to exist on such Grantor’s Collateral by the Credit Agreement (including, without limitation, Subsection 9.6 thereof), such Grantor owns each item of such Grantor’s Collateral free and clear of any and all Liens. As of the Second Restatement Effective Date, except as set forth on Schedule 3, to the knowledge of such Grantor, no currently effective financing statement or other similar public notice with respect to any Lien securing Indebtedness on all or any part of such Grantor’s Collateral is on file or of record in any public office in the United States of America, any state, territory or dependency thereof or the District of Columbia, except such as have been filed in favor of the Collateral Agent for the benefit of the Secured Parties pursuant to this Agreement or as are permitted by the Credit Agreement (including, without limitation, Subsection 9.6 thereof) or any other Loan Document or for which termination statements will be delivered on the Restatement Effective Date (as defined in the Original ABL Collateral Agreement).

4.2.2Perfected First Priority Liens.

(a)This Agreement is effective to create, as collateral security for the Obligations, valid and enforceable Liens on such Grantor’s Security Collateral in favor of the Collateral Agent for the benefit of the Secured Parties, except as to enforcement, as may be limited by applicable domestic or foreign bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights’ generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing.

(b)Except with regard to (i) Liens (if any) on Specified Assets and (ii) any rights in favor of the United States government as required by law (if any), upon the completion of the Filings and, with respect to Instruments, Chattel Paper and Documents upon the earlier of such Filing or the delivery to and continuing possession by the Collateral Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, of all Instruments, Chattel Paper and Documents a security interest in which is perfected by possession, and upon the obtaining and maintenance of “control” (as described in the Code) by the Collateral Agent, the Administrative Agent, the applicable Collateral Representative or any Additional Agent, as applicable (or their respective agents appointed for purposes of perfection), of all Deposit Accounts, the Collateral Proceeds Account and all Electronic Chattel Paper a security interest in which is perfected by “control” (in the case of Deposit Accounts, to the extent required under the Credit Agreement) and in the

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case of Commercial Tort Actions (other than such Commercial Tort Actions listed on Schedule 6 on the date of this Agreement), upon the taking of the actions required by Subsection 5.2.12, the Liens created pursuant to this Agreement will constitute valid Liens on and (to the extent provided herein) perfected security interests in such Grantor’s Collateral in favor of the Collateral Agent for the benefit of the Secured Parties, and will be prior to all other Liens of all other Persons securing Indebtedness, in each case other than Liens permitted by the Credit Agreement (including Permitted Liens) (and subject to any applicable Intercreditor Agreement), and enforceable as such as against all other Persons other than Ordinary Course Transferees, except to the extent that the recording of an assignment or other transfer of title to the Collateral Agent, the Administrative Agent, the applicable Collateral Representative or any Additional Agent (in accordance with any applicable Intercreditor Agreement) or the recording of other applicable documents in the United States Patent and Trademark Office or United States Copyright Office may be necessary for perfection or enforceability, and except as to enforcement, as may be limited by applicable domestic or foreign bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights’ generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. As used in this Subsection 4.2.2(b), the following terms shall have the following meanings:

“Filings”: the filing or recording of (i) the Financing Statements as set forth in Schedule 4A, (ii) this Agreement or a notice thereof with respect to Intellectual Property as set forth in Schedule 5, and (iii) any filings after the Second Restatement Effective Date in any other jurisdiction as may be necessary under any Requirement of Law.

“Financing Statements”: the financing statements attached hereto on Schedule 4A for filing in the jurisdictions listed in Schedule 4B.

“Ordinary Course Transferees”: (i) with respect to goods only, buyers in the ordinary course of business and lessees in the ordinary course of business to the extent provided in Section 9-320(a) and 9-321 of the Uniform Commercial Code as in effect from time to time in the relevant jurisdiction, (ii) with respect to general intangibles only, licensees in the ordinary course of business to the extent provided in Section 9-321 of the Uniform Commercial Code as in effect from time to time in the relevant jurisdiction and (iii) any other Person who is entitled to take free of the Lien pursuant to the Uniform Commercial Code as in effect from time to time in the relevant jurisdiction.

“Specified Assets”: the following property and assets of such Grantor:

(1) Patents, Patent Licenses, Trademarks and Trademark Licenses to the extent that (a) Liens thereon cannot be perfected by the filing of financing statements under the Uniform Commercial Code as in effect from time to time in the relevant jurisdiction or by the filing and acceptance of intellectual property security agreements in the United States Patent and Trademark Office or (b) such Patents, Patent Licenses, Trademarks and Trademark Licenses are not, individually or in the aggregate, material to the business of the U.S. Borrower and its Subsidiaries taken as a whole;

(2) Copyrights and Copyright Licenses with respect thereto and Accounts or receivables arising therefrom to the extent that (a) Liens thereon cannot be perfected by filing and acceptance of intellectual property security agreements in the United States Copyright Office or (b) the Uniform Commercial Code as in effect from time to time in the relevant jurisdiction is not applicable to the creation or perfection of Liens thereon;

(3) Collateral for which the perfection of Liens thereon requires filings in or other actions under the laws of jurisdictions outside of the United States of America, any State, territory or dependency thereof or the District of Columbia;

(4) goods included in Collateral received by any Person from any Grantor for “sale or return” within the meaning of Section 2-326(1)(b) of the Uniform

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Commercial Code as in effect from time to time in the relevant jurisdiction, to the extent of claims of creditors of such Person;

(5) Fixtures, Vehicles, any other assets subject to certificates of title, and Money and Cash Equivalents (other than Cash Equivalents constituting Investment Property to the extent a security interest therein is perfected by the filing of a financing statement under the Uniform Commercial Code as in effect from time to time in the relevant jurisdiction); and

(6) uncertificated securities (to the extent a security interest is not perfected by the filing of a financing statement under the Uniform Commercial Code as in effect from time to time in the relevant jurisdiction).

4.2.3Jurisdiction of Organization. On the Second Restatement Effective Date, such Grantor’s jurisdiction of organization is specified on Schedule 4B.

4.2.4Farm Products. None of such Grantor’s Collateral constitutes, or is the Proceeds of, Farm Products.

4.2.5Accounts Receivable. The amounts represented by such Grantor to the Administrative Agent or the other Secured Parties from time to time as owing by each account debtor or by all account debtors in respect of such Grantor’s Accounts Receivable constituting Security Collateral will at such time be the correct amount, in all material respects, actually owing by such account debtor or debtors thereunder, except to the extent that appropriate reserves therefor have been established on the books of such Grantor in accordance with GAAP. Unless otherwise indicated in writing to the Administrative Agent, each Account Receivable of such Grantor arises out of a bona fide sale and delivery of goods or rendition of services by such Grantor. Such Grantor has not given any account debtor any deduction in respect of the amount due under any such Account, except in the ordinary course of business or as such Grantor may otherwise advise the Administrative Agent in writing.

4.2.6Patents, Copyrights and Trademarks. Schedule 5 lists all material Trademarks, material Copyrights and material Patents, in each case, registered in the United States Patent and Trademark Office or the United States Copyright Office, as applicable, and owned by such Grantor in its own name as of the Second Restatement Effective Date, and all material Trademark Licenses, all material Copyright Licenses and all material Patent Licenses (including, without limitation, material Trademark Licenses for registered Trademarks, material Copyright Licenses for registered Copyrights and material Patent Licenses for registered Patents but excluding licenses to commercially available “off-the-shelf” software) owned by such Grantor in its own name as of the Second Restatement Effective Date, in each case, that is solely United States Intellectual Property.

4.3Representations and Warranties of Each Pledgor. To induce the Collateral Agent, the Administrative Agent, the Lenders and the Issuing Lenders to enter into the Credit Agreement and to induce the Lenders and the Issuing Lenders to make their respective extensions of credit to the Borrowers thereunder, each Pledgor hereby represents and warrants to the Collateral Agent and each other Secured Party that:

4.3.1Except as provided in Subsection 3.3, the shares of Pledged Stock pledged by such Pledgor hereunder constitute (i) in the case of shares of a Domestic Subsidiary, all the issued and outstanding shares of all classes of the Capital Stock of such Domestic Subsidiary owned by such Pledgor and (ii) in the case of any Pledged Stock constituting Capital Stock of any Foreign Subsidiary, as of the Second Restatement Effective Date such percentage (not more than 65%) as is specified on Schedule 2 of all the issued and outstanding shares of all classes of the Capital Stock of each such Foreign Subsidiary owned by such Pledgor.

4.3.2[Reserved].

4.3.3Such Pledgor is the record and beneficial owner of, and has good title to, the Pledged Securities pledged by it hereunder, free of any and all Liens securing Indebtedness owing to any

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other Person, except the security interest created by this Agreement and Liens permitted by the Credit Agreement (including Permitted Liens).

4.3.4Upon the delivery to the Collateral Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, of the certificates evidencing the Pledged Securities held by such Pledgor together with executed undated stock powers or other instruments of transfer, the security interest created by this Agreement in such Pledged Securities constituting certificated securities, assuming the continuing possession of such Pledged Securities by the Collateral Agent, the applicable Collateral Representative or any Additional Agent as applicable, in accordance with any applicable Intercreditor Agreement, will constitute a valid, perfected first priority (subject, in terms of priority only, to the priority of the Liens of the applicable Collateral Representative and any Additional Agent) security interest in such Pledged Securities to the extent provided in and governed by the Uniform Commercial Code, enforceable in accordance with its terms against all creditors of such Pledgor and any Persons purporting to purchase such Pledged Securities from such Pledgor to the extent provided in and governed by the Uniform Commercial Code, in each case subject to Liens permitted by the Credit Agreement (including Permitted Liens) (and any applicable Intercreditor Agreement), and except as to enforcement, as may be limited by applicable domestic or foreign bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights’ generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing.

4.3.5Upon the earlier of (x) (to the extent a security interest in uncertificated securities may be perfected by the filing of a financing statement) the filing of the Financing Statements or of financing statements delivered pursuant to Subsection 8.8 of the Credit Agreement in the relevant jurisdiction and (y) the obtaining and maintenance of “control” (as described in the Code) by the Collateral Agent, the applicable Collateral Representative or any Additional Agent (or their respective agents appointed for purposes of perfection), as applicable, in accordance with each applicable Intercreditor Agreement, of all Pledged Securities that constitute uncertificated securities, the security interest created by this Agreement in such Pledged Securities that constitute uncertificated securities, will constitute a valid, perfected first priority subject, in terms of priority only, to the priority of the Liens of the applicable Collateral Representative and any Additional Agent) security interest in such Pledged Securities constituting uncertificated securities to the extent provided in and governed by the Code, enforceable in accordance with its terms against all creditors of such Pledgor and any persons purporting to purchase such Pledged Securities from such Pledgor, to the extent provided in and governed by the Code, in each case subject to Liens permitted by the Credit Agreement (including Permitted Liens) (and any applicable Intercreditor Agreement), and except as to enforcement, as may be limited by applicable domestic or foreign bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights’ generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing.

SECTION 5

Covenants

5.1Covenants of Each Guarantor. Each Guarantor covenants and agrees with the Collateral Agent and the other Secured Parties that, from and after the date of this Agreement until the earliest to occur of (i) the date upon which the Loans and all other Obligations (other than any Obligations owing to a Non-Lender Secured Party not then due and payable) then due and owing, shall have been paid in full in cash, all Letters of Credit are terminated or cash collateralized on terms reasonably satisfactory to the applicable Letter of Credit Issuer (or other arrangements have been made with respect thereto on terms reasonably satisfactory to the applicable Letter of Credit Issuer) and the Commitments shall have terminated or (ii) as to any U.S. Subsidiary Guarantor, a sale or other disposition of all the Capital Stock of such Guarantor (other than to the U.S. Borrower, the U.S. Subsidiary Guarantors or any other Loan Party), or any other transaction or occurrence as a result of which such Guarantor ceases to be a Restricted Subsidiary of the U.S. Borrower, in each case that is permitted under the Credit Agreement, such Guarantor shall take, or shall refrain from taking, as the case may be, each action that is necessary to be taken or not taken, as the case may be, so that no Default or Event of Default is caused by the failure to

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take such action or to refrain from taking such action by such Guarantor or any of its Restricted Subsidiaries.

5.2Covenants of Each Grantor. Each Grantor covenants and agrees with the Collateral Agent and the other Secured Parties that, from and after the date of this Agreement until the earliest to occur of (i) the date upon which the Loans and all other Obligations (other than any Obligations owing to a Non-Lender Secured Party not then due and payable) then due and owing shall have been paid in full in cash, all Letters of Credit are terminated or cash collateralized on terms reasonably satisfactory to the applicable Letter of Credit Issuer (or other arrangements have been made with respect thereto on terms reasonably satisfactory to the applicable Letter of Credit Issuer) and the Commitments shall have terminated, (ii) as to a Grantor that is a Subsidiary Guarantor, a sale or other disposition of all the Capital Stock of such Grantor (other than to the U.S. Borrower, the U.S. Subsidiary Guarantors or any other Loan Party), or any other transaction or occurrence as a result of which such Grantor ceases to be a Restricted Subsidiary of the U.S. Borrower, in each case that is permitted under the Credit Agreement or (iii) as to any Grantor that is a Subsidiary Guarantor, such Grantor becoming an Excluded U.S. Subsidiary:

5.2.1Delivery of Instruments and Chattel Paper. If any amount payable under or in connection with any of such Grantor’s Collateral shall be or become evidenced by any Instrument or Chattel Paper, such Grantor shall (except as provided in the following sentence) be entitled to retain possession of all Collateral of such Grantor evidenced by any Instrument or Chattel Paper, and shall hold all such Collateral for the Collateral Agent, for the benefit of the Secured Parties. In the event that an Event of Default shall have occurred and be continuing, upon the request of the Collateral Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, such Instrument or Chattel Paper shall be promptly delivered to the Collateral Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, duly indorsed in a manner reasonably satisfactory to the Collateral Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, to be held as Collateral pursuant to this Agreement. Such Grantor shall not permit any other Person to possess any such Collateral at any time other than in connection with any sale or other disposition of such Collateral in a transaction permitted by the Credit Agreement or as contemplated by the Intercreditor Agreements.

5.2.2Control Agreements. With respect to each Deposit and Securities Account, the applicable Grantor shall comply with the requirements of the Credit Agreement, including Section 8.13 of the Credit Agreement.

5.2.3Payment of Obligations. Such Grantor will pay and discharge or otherwise satisfy at or before maturity or before they become delinquent, as the case may be, all material taxes, assessments and governmental charges or levies imposed upon such Grantor’s Collateral or in respect of income or profits therefrom, as well as all material claims of any kind (including, without limitation, material claims for labor, materials and supplies) against or with respect to such Grantor’s Collateral, except that no such tax, assessment, charge, levy or claim need be paid, discharged or satisfied if the amount or validity thereof is currently being contested in good faith by appropriate proceedings and reserves in conformity with GAAP with respect thereto have been provided on the books of such Grantor and except to the extent that the failure to do so, in the aggregate, would not reasonably be expected to have a Material Adverse Effect.

5.2.4Maintenance of Perfected Security Interest; Further Documentation.

(a)Such Grantor shall use commercially reasonable efforts to maintain the security interest created by this Agreement in such Grantor’s Security Collateral as a perfected security interest as and to the extent described in Subsection 4.2.2 and to defend the security interest created by this Agreement in such Grantor’s Security Collateral against the claims and demands of all Persons whomsoever (subject to the other provisions hereof).

(b)Such Grantor will furnish to the Collateral Agent from time to time statements and schedules further identifying and describing such Grantor’s Security Collateral and such other reports

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in connection with such Grantor’s Security Collateral as the Collateral Agent may reasonably request in writing, all in reasonable detail.

(c)At any time and from time to time, upon the written request of the Collateral Agent, and at the sole expense of such Grantor, such Grantor will promptly and duly execute and deliver such further instruments and documents and take such further actions as the Collateral Agent may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted by such Grantor, including, without limitation, the filing of any financing or continuation statements under the Uniform Commercial Code (or other similar laws) as in effect from time to time in any United States jurisdiction with respect to the security interests created hereby; provided that, notwithstanding any other provision of this Agreement or any other Loan Document, neither the U.S. Borrowers nor any Grantor will be required to (v) pursuant to the terms of this Agreement, take any action in any jurisdiction other than the United States of America, or required by the laws of any such non-U.S. jurisdiction, or enter into any security agreement or pledge agreement governed by the laws of any such non-U.S. jurisdiction, in order to create any security interests (or other Liens) in assets located or titled outside of the United States of America or to perfect any security interests (or other Liens) in any such Collateral, (w) deliver control agreements with respect to, or confer perfection by “control” over, any deposit accounts, bank or securities account (except as provided in Subsection 5.2.2) or other Collateral, except in the case of Security Collateral that constitutes Capital Stock or Pledged Notes in certificated form, delivering such Capital Stock or Pledged Notes to the Collateral Agent, (or another Person as required under any applicable Intercreditor Agreement), (x) take any action in order to perfect any security interests in any assets specifically requiring perfection through control (including cash, cash equivalents, deposit accounts or securities accounts) (except, in each case, as provided in Subsection 5.2.2, or to the extent consisting of proceeds perfected by the filing of a financing statement under the Uniform Commercial Code or, in the case of Pledged Stock, by being held by the Collateral Agent or any Additional Agent as agent for the Collateral Agent), (y) deliver landlord lien waivers, estoppels or collateral access letters or (z) file any fixture filing with respect to any security interest in Fixtures affixed to or attached to any real property constituting Excluded Assets;.

(d)The Collateral Agent may grant extensions of time for the creation and perfection of security interests in, or the obtaining a delivery of documents or other deliverables with respect to, particular assets of any Grantor where it determines that such action cannot be accomplished without undue effort or expense by the time or times at which it would otherwise be required to be accomplished by this Agreement or any other Security Documents.

5.2.5Changes in Name, Jurisdiction of Organization, etc. Such Grantor will give prompt written notice to the Collateral Agent of any change in its name, legal form or jurisdiction of organization (whether by merger or otherwise) (and in any event within 30 days of such change); provided that, promptly thereafter such Grantor shall deliver to the Collateral Agent all additional financing statements and other documents reasonably necessary to maintain the validity, perfection and priority of the security interests created hereunder and other documents reasonably requested by the Collateral Agent to maintain the validity, perfection and priority of the security interests as and to the extent provided for herein and upon receipt of such additional financing statements the Collateral Agent shall either promptly file such additional financing statements or approve the filing of such additional financing statements by such Grantor. Upon any such approval such Grantor shall proceed with the filing of the additional financing statements and deliver copies (or other evidence of filing) of the additional filed financing statements to the Collateral Agent.

5.2.6Notices. Such Grantor will advise the Collateral Agent promptly, in reasonable detail, of:

(a) any Lien (other than security interests created hereby or Permitted Liens) on any of such Grantor’s ABL Priority Collateral which would materially adversely affect the ability of the Collateral Agent to exercise any of its remedies hereunder; and

(b) the occurrence of any other event which would reasonably be expected to have a material adverse effect on the security interests in the ABL Priority Collateral created hereby.

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5.2.7Pledged Stock. In the case of each Grantor that is an Issuer, such Issuer agrees that (i) it will be bound by the terms of this Agreement relating to the Pledged Stock issued by it and will comply with such terms insofar as such terms are applicable to it, (ii) it will notify the Collateral Agent promptly in writing of the occurrence of any of the events described in Subsection 5.3.1 with respect to the Pledged Stock issued by it and (iii) the terms of Subsections 6.3(c) and 6.7 shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to Subsection 6.3(c) or 6.7 with respect to the Pledged Stock issued by it.

5.2.8Accounts Receivable.

(a)At any time with respect to Accounts Receivable constituting ABL Priority Collateral, such Grantor will not, other than in the ordinary course of business or as permitted by the Loan Documents, (i) grant any extension of the time of payment of any of such Grantor’s Accounts Receivable, (ii) compromise or settle any such Accounts Receivable for less than the full amount thereof, (iii) release, wholly or partially, any Person liable for the payment of any such Accounts Receivable, (iv) allow any credit or discount whatsoever on any such Accounts Receivable, (v) amend, supplement or modify any such Accounts Receivable, unless such extensions, compromises, settlements, releases, credits, discounts, amendments, supplements or modifications would not reasonably be expected to materially adversely affect the value of the Accounts Receivable constituting ABL Priority Collateral taken as a whole or (vi) evidence any Accounts Receivable by an Instrument as Chattel Paper.

(b)Such Grantor will deliver to the Collateral Agent a copy of each material demand, notice or document received by it from any obligor under the Accounts Receivable constituting ABL Priority Collateral that disputes the validity or enforceability of more than 10% of the aggregate amount of the then outstanding Accounts Receivable constituting ABL Priority Collateral.

5.2.9Maintenance of Records.

(a)Such Grantor will keep and maintain at its own cost and expense reasonably satisfactory and complete records of its Collateral, including, without limitation, a record of all payments received and all credits granted with respect to such Collateral.

(b)In the case of ABL Priority Collateral, such Grantor shall mark the Accounts Receivable records referred to in the preceding clause (a) to evidence this Agreement and the Liens and the security interests created hereby.

5.2.10Acquisition of Intellectual Property. Concurrently with the delivery of the annual certificate of an Authorized Officer pursuant to Subsection 8.1(f) of the Credit Agreement, the U.S. Borrower will notify the Collateral Agent of any acquisition by the Grantors of (i) any registration of any material United States Copyright, Patent or Trademark or (ii) any exclusive rights under a material United States Copyright License, Patent License or Trademark License constituting Collateral, and each applicable Grantor shall take such actions as may be reasonably requested by the Collateral Agent (but only to the extent such actions are within such Grantor’s control) to perfect the security interest granted to the Collateral Agent and the other Secured Parties therein, to the extent provided herein in respect of any United States Copyright, Patent or Trademark constituting Collateral, by (x) the execution and delivery of an amendment or supplement to this Agreement (or amendments to any such agreement previously executed or delivered by such Grantor) and/or (y) the making of appropriate filings (I) of financing statements under the Uniform Commercial Code as in effect from time to time in any applicable jurisdiction and/or (II) in the United States Patent and Trademark Office, or with respect to Copyrights and Copyright Licenses, the United States Copyright Office).

5.2.11[Reserved].

5.2.12Commercial Tort Actions. All Commercial Tort Actions reasonably expected to result in a recovery in excess of $20,000,000 of each Grantor in existence on the date of this Agreement, known to such Grantor on the Second Restatement Effective Date, are described in Schedule 6 hereto. If any Grantor shall at any time after the date of this Agreement acquire a Commercial Tort Action reasonably expected to result in a recovery in excess of $20,000,000, such Grantor shall promptly notify

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the Collateral Agent thereof in a writing signed by such Grantor and describing the details thereof and shall grant to the Collateral Agent in such writing a security interest therein and in the proceeds thereof, all upon and subject to the terms of this Agreement.

5.2.13[Reserved].

5.2.14Protection of Trademarks. Such Grantor shall, with respect to any Trademarks that are material to the business of such Grantor, use commercially reasonable efforts not to cease the use of any of such Trademarks or fail to maintain the level of the quality of products sold and services rendered under any of such Trademarks at a level at least substantially consistent with the quality of such products and services as of the date of the Existing ABL Collateral Agreement, and shall use commercially reasonable efforts to take all steps reasonably necessary to ensure that licensees of such Trademarks use such consistent standards of quality, except as would not reasonably be expected to have a Material Adverse Effect.

5.2.15Protection of Intellectual Property. Subject to and except as permitted by the Credit Agreement, such Grantor shall use commercially reasonable efforts not to do any act or omit to do any act whereby any of the Intellectual Property that is material to the business of Grantor may lapse, expire, or become abandoned, or unenforceable, except as would not reasonably be expected to have a Material Adverse Effect.

5.2.16[Reserved].

5.3Covenants of Each Pledgor. Each Pledgor covenants and agrees with the Collateral Agent and the other Secured Parties that, from and after the date of this Agreement until the earlier to occur of (i) the Loans and all other Obligations (other than any Obligations owing to a Non-Lender Secured Party not then due and payable) then due and owing shall have been paid in full in cash, all Letters of Credit are terminated or cash collateralized on terms reasonably satisfactory to the applicable Letter of Credit Issuer (or other arrangements have been made with respect thereto on terms reasonably satisfactory to the applicable Letter of Credit Issuer) and the Commitments shall have terminated or, (ii) as to any Pledgor that is a U.S. Subsidiary Guarantor, a sale or other disposition of all the Capital Stock of such Pledgor (other than to the U.S. Borrower, the U.S. Subsidiary Guarantors or any other Loan Party), or any other transaction or occurrence as a result of which such Pledgor ceases to be a Restricted Subsidiary of the U.S. Borrower, in each case that is permitted under the Credit Agreement:

5.3.1Additional Shares. If such Pledgor shall, as a result of its ownership of its Pledged Stock, become entitled to receive or shall receive any stock certificate (including, without limitation, any stock certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), stock option or similar rights in respect of the Capital Stock of any Issuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of the Pledged Stock, or otherwise in respect thereof, such Pledgor shall accept the same as the agent of the Collateral Agent and the other Secured Parties, hold the same for the benefit of the Collateral Agent and the other Secured Parties and deliver the same forthwith to the Collateral Agent (who will hold the same on behalf of the Secured Parties), any applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, in the exact form received, duly indorsed by such Pledgor to the Collateral Agent, any applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, if required, together with an undated stock power covering such certificate duly executed in blank by such Grantor, to be held by the Collateral Agent, any applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, subject to the terms hereof, as additional collateral security for the Obligations (subject to Subsection 3.3 and provided that in no event shall there be pledged, nor shall any Pledgor be required to pledge, more than 65% of any series of outstanding Capital Stock (including for these purposes any investment deemed to be Capital Stock for United States tax purposes) of any Foreign Subsidiary pursuant to this Agreement). If an Event of Default shall have occurred and be continuing, any sums paid upon or in respect of the Pledged Stock upon the liquidation or dissolution of any Issuer (except any liquidation or dissolution of any Subsidiary of the U.S. Borrower in accordance with the Credit Agreement) shall be paid over to the Collateral Agent, any applicable

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Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement to be held by the Collateral Agent, any applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement subject to the terms hereof as additional collateral security for the Obligations, and in case any distribution of capital shall be made on or in respect of the Pledged Stock or any property shall be distributed upon or with respect to the Pledged Stock pursuant to the recapitalization or reclassification of the capital of any Issuer or pursuant to the reorganization thereof, the property so distributed shall, unless otherwise subject to a perfected security interest in favor of the Collateral Agent, be delivered to the Collateral Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, to be held by the Collateral Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement subject to the terms hereof as additional collateral security for the Obligations, in each case except as otherwise provided by any applicable Intercreditor Agreement. If any sums of money or property so paid or distributed in respect of the Pledged Stock shall be received by such Pledgor, such Pledgor shall, until such money or property is paid or delivered to the Collateral Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement hold such money or property for the benefit of the Secured Parties as additional collateral security for the Obligations.

5.3.2[Reserved].

5.3.3Pledged Notes.

(a)Each Pledgor shall deliver to the Collateral Agent all Pledged Notes held by such Granting Party, endorsed in blank or, at the request of the Collateral Agent, endorsed to the Collateral Agent, in the case of Pledged Notes held by such Granting Party as of the date of the Existing ABL Collateral Agreement within 90 days following the date of the Existing ABL Collateral Agreement or with respect to any Pledged Notes acquired by any Pledgor after the date of the Existing ABL Collateral Agreement, within 30 days following such acquisition, plus any extensions granted by the Collateral Agent in its sole discretion.

(b)Each Pledgor which becomes a party hereto after the Closing Date pursuant to Subsection 9.15 shall deliver to the Collateral Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with each applicable Intercreditor Agreement, all Pledged Notes then held by such Pledgor, endorsed in blank or, at the request of the Collateral Agent, endorsed to the Collateral Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with each applicable Intercreditor Agreement. Furthermore, within ten Business Days (or such longer period as may be agreed by the Collateral Agent in its sole discretion) after any Pledgor obtains a Pledged Note, such Pledgor shall cause such Pledged Note to be delivered to the Collateral Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, endorsed in blank or, at the request of the Collateral Agent, any applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, endorsed to the Collateral Agent, any applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement.

5.3.4Maintenance of Security Interest.

(a)Such Pledgor shall use commercially reasonable efforts to defend the security interest created by this Agreement in such Pledgor’s Pledged Collateral against the claims and demands of all Persons whomsoever. At any time and from time to time, upon the written request of the Collateral Agent and at the sole expense of such Pledgor, such Pledgor will promptly and duly execute and deliver such further instruments and documents and take such further actions as the Collateral Agent may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted by such Pledgor; provided, that notwithstanding any other provision of this Agreement or any other Loan Documents, neither the U.S. Borrower nor any other Pledgor will be required to (v) pursuant to the terms of this Agreement, take any action in any jurisdiction other than the United States of America, or required by the laws of any such non-U.S. jurisdiction or enter into any

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security agreement or pledge agreement governed by the laws of any such non-U.S. jurisdiction, in order to create any security interests (or other Liens) in assets located or titled outside of the United States of America or to perfect any security interests (or other Liens) in any such Collateral, (w) except as required by the Credit Agreement, deliver control agreements with respect to, or confer perfection by “control” over, any deposit accounts, bank or securities account or other Collateral, except in the case of Security Collateral that constitutes Capital Stock or Pledged Notes in certificated form, delivering such Capital Stock or Pledged Notes to the Collateral Agent (or another Person as required under any Intercreditor Agreement), (x) except as required by the Credit Agreement, take any action in order to perfect any security interests in any assets specifically requiring perfection through control (including cash, cash equivalents, deposit accounts or securities accounts) (except, in each case, to the extent consisting of proceeds perfected by the filing of a financing statement under the Code or, in the case of Pledged Stock, by being held by the Collateral Agent or an Additional Agent as agent for the Collateral Agent), (y) deliver landlord lien waivers, estoppels or collateral access letters or (z) file any fixture filing with respect to any security interest in Fixtures affixed to or attached to any real property constituting Excluded Assets.

(b)The Collateral Agent may grant extensions of time for the creation and perfection of security interests in, or obtaining or delivery of documents or other deliverables with respect to, particular assets of any Pledgor where it determines that such action cannot be accomplished without undue effort or expense by the time or times at which it would otherwise be required to be accomplished by this Agreement or any other Security Documents.

SECTION 6

Remedial Provisions

6.1Certain Matters Relating to Accounts.

(a)At any time and from time to time after the occurrence and during the continuance of an Event of Default, subject to each applicable Intercreditor Agreement, the Collateral Agent shall have the right to make test verifications of the Accounts Receivable constituting Collateral in any reasonable manner and through any reasonable medium that it reasonably considers advisable, and the relevant Grantor shall furnish all such assistance and information as the Collateral Agent may reasonably require in connection with such test verifications. At any time and from time to time after the occurrence and during the continuance of an Event of Default, subject to each applicable Intercreditor Agreement, upon the Collateral Agent’s reasonable request and at the expense of the relevant Grantor, such Grantor shall cause independent public accountants or others reasonably satisfactory to the Collateral Agent to furnish to the Collateral Agent reports showing reconciliations, aging and test verifications of, and trial balances for, the Accounts Receivable constituting Collateral.

(b)The Collateral Agent hereby authorizes each Grantor to collect such Grantor’s Accounts Receivable constituting Collateral and the Collateral Agent may curtail or terminate said authority at any time, without limiting the Collateral Agent’s rights under Subsection 8.13 of the Credit Agreement, after the occurrence and during the continuance of an Event of Default specified in Subsections 10.1 or 10.5 of the Credit Agreement, subject to any applicable Intercreditor Agreement. If required by the Collateral Agent at any time, without limiting the Collateral Agent’s rights under Subsection 8.13 of the Credit Agreement, after the occurrence and during the continuance of an Event of Default specified in Subsections 10.1 or 10.5 of the Credit Agreement, subject to any applicable Intercreditor Agreement, any Proceeds constituting payments or other cash proceeds of Accounts constituting Collateral, when collected by such Grantor, (i) shall be forthwith (and, in any event, within 2 Business Days of receipt by such Grantor) deposited in, or otherwise transferred by such Grantor to, the Collateral Proceeds Account, subject to withdrawal by the Collateral Agent for the account of the Secured Parties only as provided in Subsection 6.5, and (ii) until so turned over, shall be held by such Grantor for the benefit of the Collateral Agent and the other Secured Parties. All Proceeds constituting collections or other cash proceeds of Accounts constituting Collateral while held by the Collateral Account Bank (or by any Grantor for the benefit of the Collateral Agent and the other Secured Parties) shall continue to be collateral security for all of the Obligations and shall not constitute payment thereof until applied as hereinafter provided. At any time when an Event of Default specified in Subsections 10.1 or 10.5 of the

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Credit Agreement has occurred and is continuing, subject to any applicable Intercreditor Agreement, at the Collateral Agent’s election, each of the Collateral Agent and the Administrative Agent may apply all or any part of the funds on deposit in the Collateral Proceeds Account established by the relevant Grantor to the payment of the Obligations of such Grantor then due and owing, such application to be made as set forth in Subsection 6.5. So long as no Event of Default has occurred and is continuing, the funds on deposit in the Collateral Proceeds Account shall be remitted as provided in Subsection 6.1(d).

(c)At any time and from time to time after the occurrence and during the continuance of an Event of Default specified in Subsection 10.1(a) of the Credit Agreement, subject to each applicable Intercreditor Agreement, at the Collateral Agent’s request, each Grantor shall deliver to the Collateral Agent copies or, if required by the Collateral Agent for the enforcement thereof or foreclosure thereon, originals of all documents held by such Grantor evidencing, and relating to, the agreements and transactions which gave rise to such Grantor’s Accounts Receivable constituting Collateral, including, without limitation, all statements relating to such Grantor’s Accounts Receivable constituting Collateral and all orders, invoices and shipping receipts.

(d)So long as no Event of Default has occurred and is continuing, subject to each applicable Intercreditor Agreement, the Collateral Agent shall instruct the Collateral Account Bank to promptly remit any funds on deposit in each Grantor’s Collateral Proceeds Account to a Blocked Account. In the event that an Event of Default has occurred and is continuing, subject to each applicable Intercreditor Agreement, the Collateral Agent at its option may require that each Collateral Proceeds Account of each Grantor be established at the Collateral Agent or at another institution reasonably acceptable to the Collateral Agent. Each Grantor shall have the right, at any time and from time to time, to withdraw such of its own funds from its own Blocked Accounts, and to maintain such balances in its Blocked Accounts, as it shall deem to be necessary or desirable.

6.2Communications with Obligors; Grantors Remain Liable.

(a)The Collateral Agent in its own name or in the name of others, may at any time and from time to time after the occurrence and during the continuance of an Event of Default specified in Subsection 10.1(a) of the Credit Agreement, subject to each applicable Intercreditor Agreement, communicate with obligors under the Accounts Receivable constituting ABL Priority Collateral and parties to the Contracts (in each case, to the extent constituting Collateral) to verify with them to the Collateral Agent’s satisfaction the existence, amount and terms of any Accounts Receivable or Contracts.

(b)Upon the request of the Collateral Agent at any time after the occurrence and during the continuance of an Event of Default specified in Subsection 10.1(a) of the Credit Agreement, subject to each applicable Intercreditor Agreement, each Grantor shall notify obligors on such Grantor’s Accounts Receivable and parties to such Grantor’s Contracts (in each case, to the extent constituting Collateral) that such Accounts Receivable and such Contracts have been assigned to the Collateral Agent, for the benefit of the Secured Parties, and that payments in respect thereof shall be made directly to the Collateral Agent.

(c)Anything herein to the contrary notwithstanding, each Grantor shall remain liable under each of such Grantor’s Accounts Receivable to observe and perform all the conditions and obligations to be observed and performed by it thereunder, all in accordance with the terms of any agreement giving rise thereto. None of the Collateral Agent, the Administrative Agent or any other Secured Party shall have any obligation or liability under any Accounts Receivable (or any agreement giving rise thereto) by reason of or arising out of this Agreement or the receipt by the Collateral Agent or any other Secured Party of any payment relating thereto, nor shall the Collateral Agent or any other Secured Party be obligated in any manner to perform any of the obligations of any Grantor under or pursuant to any Accounts Receivable (or any agreement giving rise thereto) to make any payment, to make any inquiry as to the nature or the sufficiency of any payment received by it or as to the sufficiency of any performance by any party thereunder, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts that may have been assigned to it or to which it may be entitled at any time or times.

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6.3Pledged Stock.

(a)Unless an Event of Default shall have occurred and be continuing and the Collateral Agent shall have given one Business Day’s prior written notice to the relevant Pledgor of the Collateral Agent’s intent to exercise its corresponding rights pursuant to Subsection 6.3(b), each Pledgor shall be permitted to receive all cash dividends and distributions paid in respect of the Pledged Stock and all payments made in respect of the Pledged Notes, and to exercise all voting and corporate rights with respect to the Pledged Stock.

(b)Subject to each applicable Intercreditor Agreement, if an Event of Default shall occur and be continuing and the Collateral Agent shall give one Business Day’s prior written notice of its intent to exercise such rights to the relevant Pledgor or Pledgors (i) the Collateral Agent shall have the right to receive any and all cash dividends, payments or other Proceeds paid in respect of the Pledged Stock and make application thereof to the Obligations of the relevant Pledgor as provided in the Credit Agreement consistent with Subsection 6.5, and (ii) any or all of the Pledged Stock shall be registered in the name of the Collateral Agent or its nominee, and the Collateral Agent or its nominee may thereafter exercise (x) all voting, corporate and other rights pertaining to such Pledged Stock at any meeting of shareholders of the relevant Issuer or Issuers or otherwise and (y) any and all rights of conversion, exchange, subscription and any other rights, privileges or options pertaining to such Pledged Stock as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Stock upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of any Issuer, or upon the exercise by the relevant Pledgor or the Collateral Agent of any right, privilege or option pertaining to such Pledged Stock, and in connection therewith, the right to deposit and deliver any and all of the Pledged Stock with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Collateral Agent may reasonably determine), all without liability to the maximum extent permitted by applicable law (other than for its gross negligence or willful misconduct) except to account for property actually received by it, but the Collateral Agent shall have no duty, to any Pledgor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing, provided that the Collateral Agent shall not exercise any voting or other consensual rights pertaining to the Pledged Stock in any way that would constitute an exercise of the remedies described in Subsection 6.6 other than in accordance with Subsection 6.6.

(c)Each Pledgor hereby authorizes and instructs each Issuer or maker of any Pledged Securities pledged by such Pledgor hereunder to, subject to each applicable Intercreditor Agreement, (i) comply with any instruction received by it from the Collateral Agent in writing with respect to Capital Stock in such Issuer that (x) states that an Event of Default has occurred and is continuing and (y) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Pledgor, and each Pledgor agrees that each Issuer or maker shall be fully protected in so complying, and (ii) unless otherwise expressly permitted hereby, pay any dividends or other payments with respect to the Pledged Securities directly to the Collateral Agent.

6.4Proceeds to Be Turned Over to the Collateral Agent. In addition to the rights of the Collateral Agent specified in Subsection 6.1 with respect to payments of Accounts Receivable constituting Collateral, subject to each applicable Intercreditor Agreement, if an Event of Default shall occur and be continuing, and the Collateral Agent shall have instructed any Grantor to do so, all Proceeds of Security Collateral received by such Grantor consisting of cash, checks and other Cash Equivalent items shall be held by such Grantor for the benefit of the Collateral Agent and the other Secured Parties hereto and shall, forthwith upon receipt by such Grantor, be turned over to the Collateral Agent in the exact form received by such Grantor (duly indorsed by such Grantor to the Collateral Agent). All Proceeds of Security Collateral received by the Collateral Agent hereunder shall be held by the Collateral Agent in the relevant Collateral Proceeds Account maintained under its sole dominion and control, subject to each applicable Intercreditor Agreement. All Proceeds of Security Collateral while held by the Collateral Agent in such Collateral Proceeds Account (or by the relevant Grantor for the benefit of the Collateral Agent and the other Secured Parties) shall continue to be held as collateral security for all the Obligations of such Grantor and shall not constitute payment thereof until applied as provided in Subsection 6.5 and each applicable Intercreditor Agreement.

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6.5Application of Proceeds. It is agreed that if an Event of Default shall occur and be continuing, any and all Proceeds of the relevant Granting Party’s Security Collateral received by the Collateral Agent (whether from the relevant Granting Party or otherwise) shall be held by the Collateral Agent for the benefit of the Secured Parties as collateral security for the Obligations of the relevant Granting Party (whether matured or unmatured), and/or then or at any time thereafter may, in the sole discretion of the Collateral Agent, subject to each applicable Intercreditor Agreement, be applied by the Collateral Agent against the Obligations of the relevant Granting Party then due and owing in the order of priority set forth in Section 10 of the Credit Agreement.

6.6Code and Other Remedies. Subject to each applicable Intercreditor Agreement, if an Event of Default shall occur and be continuing, the Collateral Agent, on behalf of the Secured Parties, may exercise, in addition to all other rights and remedies granted to them in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Obligations to the extent permitted by applicable law, all rights and remedies of a secured party under the Code and under any other applicable law and in equity. Without limiting the generality of the foregoing, to the extent permitted by applicable law and subject to each applicable Intercreditor Agreement, the Collateral Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Granting Party or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances, forthwith collect, receive, appropriate and realize upon the Security Collateral, or any part thereof, and/or may forthwith, subject to any existing reserved rights or licenses, sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Security Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of the Collateral Agent or any other Secured Party or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. To the extent permitted by law and subject to each applicable Intercreditor Agreement, the Collateral Agent or any other Secured Party shall have the right, upon any such sale or sales, to purchase the whole or any part of the Security Collateral so sold, free of any right or equity of redemption in such Granting Party, which right or equity is hereby waived and released. Each Granting Party further agrees, at the Collateral Agent’s request (subject to each applicable Intercreditor Agreement), to assemble the Security Collateral and make it available to the Collateral Agent at places which the Collateral Agent shall reasonably select, whether at such Granting Party’s premises or elsewhere. The Collateral Agent shall apply the net proceeds of any action taken by it pursuant to this Subsection 6.6, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Security Collateral or in any way relating to the Security Collateral or the rights of the Collateral Agent and the other Secured Parties hereunder, including, without limitation, reasonable attorneys’ fees and disbursements, to the payment in whole or in part of the Obligations of the relevant Granting Party then due and owing, in the order of priority specified in Subsection 6.5, and only after such application and after the payment by the Collateral Agent of any other amount required by any provision of law, including, without limitation, Section 9-615(a)(3) of the Code, need the Collateral Agent account for the surplus, if any, to such Granting Party. To the extent permitted by applicable law, (i) such Granting Party waives all claims, damages and demands it may acquire against the Collateral Agent or any other Secured Party arising out of the repossession, retention or sale of the Security Collateral, other than any such claims, damages and demands that may arise from the gross negligence or willful misconduct of any of the Collateral Agent or such other Secured Party, and (ii) if any notice of a proposed sale or other disposition of Security Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition.

6.7Registration Rights.

(a)Subject to each applicable Intercreditor Agreement, if the Collateral Agent shall determine to exercise its right to sell any or all of the Pledged Stock pursuant to Subsection 6.6, and if in the reasonable opinion of the Collateral Agent it is necessary or reasonably advisable to have the Pledged Stock, or that portion thereof to be sold, registered under the provisions of the Securities Act, the relevant Pledgor will use its reasonable best efforts to cause the Issuer thereof to (i) execute and deliver, and use its reasonable best efforts to cause the directors and officers of such Issuer to execute and deliver, all such instruments and documents, and do or cause to be done all such other acts as may be, in the reasonable

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opinion of the Collateral Agent, necessary or advisable to register such Pledged Stock, or that portion thereof to be sold, under the provisions of the Securities Act, (ii) use its reasonable best efforts to cause the registration statement relating thereto to become effective and to remain effective for a period of not more than one year from the date of the first public offering of such Pledged Stock, or that portion thereof to be sold, and (iii) make all amendments thereto and/or to the related prospectus which, in the reasonable opinion of the Collateral Agent, are necessary or advisable, all in conformity with the requirements of the Securities Act and the rules and regulations of the Securities and Exchange Commission applicable thereto. Such Pledgor agrees to use its reasonable best efforts to cause such Issuer to comply with the provisions of the securities or “Blue Sky” laws of any and all states and the District of Columbia that the Collateral Agent shall reasonably designate and to make available to its security holders, as soon as practicable, an earnings statement (which need not be audited) that will satisfy the provisions of Section 11(a) of the Securities Act.

(b)Such Pledgor recognizes that the Collateral Agent may be unable to effect a public sale of any or all such Pledged Stock, by reason of certain prohibitions contained in the Securities Act and applicable state securities laws or otherwise, and may be compelled to resort to one or more private sales thereof to a restricted group of purchasers which will be obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view to the distribution or resale thereof. Such Pledgor acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, to the extent permitted by applicable law, agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner. The Collateral Agent shall not be under any obligation to delay a sale of any of the Pledged Stock for the period of time necessary to permit the Issuer thereof to register such securities for public sale under the Securities Act, or under applicable state securities laws, even if such Issuer would agree to do so.

(c)Such Pledgor agrees to use its reasonable best efforts to do or cause to be done all such other acts as may be necessary to make such sale or sales of all or any portion of such Pledged Stock pursuant to this Subsection 6.7 valid and binding and in compliance with any and all other applicable Requirements of Law. Such Pledgor further agrees that a breach of any of the covenants contained in this Subsection 6.7 will cause irreparable injury to the Collateral Agent and the Lenders, that the Collateral Agent and the Lenders have no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this Subsection 6.7 shall be specifically enforceable against such Pledgor, and to the extent permitted by applicable law, such Pledgor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants (except for a defense that no Event of Default has occurred or is continuing under the Credit Agreement).

6.8Waiver; Deficiency. Each Granting Party shall remain liable for any deficiency if the proceeds of any sale or other disposition of the Security Collateral are insufficient to pay in full, the Loans and, to the extent then due and owing, all other Obligations of such Granting Party and the reasonable fees and disbursements of any attorneys employed by the Collateral Agent or any other Secured Party to collect such deficiency.

SECTION 7

The Collateral Agent

7.1Collateral Agent’s Appointment as Attorney-in-Fact, etc.

(a)Each Granting Party hereby irrevocably constitutes and appoints the Collateral Agent and any authorized officer or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact (which appointment shall terminate upon the date upon which the Loans and all other Obligations (other than any Obligations owing to a Non-Lender Secured Party not then due and payable) then due and owing, shall have been paid in full in cash, all Letters of Credit are terminated or cash collateralized on terms reasonably satisfactory to the applicable Letter of Credit Issuer (or other arrangements have been made with respect thereto on terms reasonably satisfactory to the applicable Letter of Credit Issuer) and the Commitments shall have terminated) with full irrevocable power and authority in the place and stead of such Granting Party and in the name of such Granting Party or in its

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own name, for the purpose of carrying out the terms of this Agreement, to take any and all appropriate action and to execute any and all documents and instruments that may be reasonably necessary or desirable to accomplish the purposes of this Agreement to the extent permitted by applicable law, provided that the Collateral Agent agrees not to exercise such power except upon the occurrence and during the continuance of any Event of Default, and in accordance with and subject to each applicable Intercreditor Agreement. Without limiting the generality of the foregoing, at any time when an Event of Default has occurred and is continuing (in each case to the extent permitted by applicable law and subject to each applicable Intercreditor Agreement), (x) each Pledgor hereby gives the Collateral Agent the power and right, on behalf of such Pledgor, without notice or assent by such Pledgor, to execute, in connection with any sale provided for in Subsection 6.6 or 6.7, any endorsements, assessments or other instruments of conveyance or transfer with respect to such Pledgor’s Pledged Collateral, and (y) each Grantor hereby gives the Collateral Agent the power and right, on behalf of such Grantor, without notice to or assent by such Grantor, to do any or all of the following:

(i)in the name of such Grantor or its own name, or otherwise, take possession of and indorse and collect any checks, drafts, notes, acceptances or other instruments for the payment of moneys due under any Accounts Receivable of such Grantor that constitutes Collateral or with respect to any other Collateral of such Grantor and file any claim or take any other action or institute any proceeding in any court of law or equity or otherwise deemed appropriate by the Collateral Agent for the purpose of collecting any and all such moneys due under any Accounts Receivable of such Grantor that constitutes Collateral or with respect to any other Collateral of such Grantor whenever payable;

(ii)in the case of any Copyright, Patent, or Trademark constituting Collateral of such Grantor, execute and deliver any and all agreements, instruments, documents and papers as the Collateral Agent may reasonably request to such Grantor to evidence the Collateral Agent’s and the Lenders’ security interest in such Copyright, Patent, or Trademark and the goodwill and general intangibles of such Grantor relating thereto or represented thereby, and such Grantor hereby consents to the non-exclusive royalty free use by the Collateral Agent of any Copyright, Patent or Trademark owned by such Grantor included in the Collateral for the purposes of disposing of any Collateral;

(iii)pay or discharge taxes and Liens, other than Liens permitted under this Agreement or the other Loan Documents, levied or placed on the Collateral of such Grantor, effect any repairs or any insurance called for by the terms of this Agreement and pay all or any part of the premiums therefor and the costs thereof;

(iv)(A) direct any party liable for any payment under any of the Security Collateral of such Grantor to make payment of any and all moneys due or to become due thereunder directly to the Collateral Agent or as the Collateral Agent shall direct; (B) ask or demand for, collect, receive payment of and receipt for, any and all moneys, claims and other amounts due or to become due at any time in respect of or arising out of any Security Collateral of such Grantor; (C) sign and indorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications, notices and other documents in connection with any of the Security Collateral of such Grantor; (D) commence and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect the Security Collateral of such Grantor or any portion thereof and to enforce any other right in respect of any Security Collateral of such Grantor; (E) defend any suit, action or proceeding brought against such Grantor with respect to any Security Collateral of such Grantor; (F) settle, compromise or adjust any such suit, action or proceeding described in clause (E) above and, in connection therewith, to give such discharges or releases as the Collateral Agent may deem appropriate; (G) subject to any existing reserved rights or licenses, assign any Copyright, Patent or Trademark constituting Collateral of such Grantor (along with the goodwill of the business to which any such Copyright, Patent or Trademark pertains), for such term or terms, on such conditions, and in such manner, as the Collateral Agent shall in its sole discretion determine; and (H) generally, sell, transfer, pledge and make any agreement with respect to or otherwise deal with any of the Security Collateral of such Grantor as fully and completely as though the Collateral Agent were the absolute owner thereof for all purposes, and do, at the Collateral

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Agent’s option and such Grantor’s expense, at any time, or from time to time, all acts and things which the Collateral Agent deems necessary to protect, preserve or realize upon the Security Collateral of such Grantor and the Collateral Agent’s and the other Secured Parties’ security interests therein and to effect the intent of this Agreement, all as fully and effectively as such Grantor might do; and

(v)provide any “notice of sole control” (or equivalent notice) under any Blocked Account Agreement (it being understood that the right to provide any “notice of sole control” granted hereby is in addition to such rights granted under the Credit Agreement and does not limit the exercise of such rights during the continuance of any Cash Dominion Period.

(b)The reasonable expenses of the Collateral Agent incurred in connection with actions undertaken as provided in this Subsection 7.1 from the date of payment by the Collateral Agent to the date reimbursed by the relevant Granting Party, shall be payable by such Granting Party to the Collateral Agent on demand.

(c)Each Granting Party hereby ratifies all that said attorney shall lawfully do or cause to be done by virtue hereof. All powers, authorizations and agencies contained in this Agreement are coupled with an interest and are irrevocable as to the relevant Granting Party until this Agreement is terminated as to such Granting Party, and the security interests in the Security Collateral of such Granting Party created hereby are released.

7.2Duty of Collateral Agent. The Collateral Agent’s sole duty with respect to the custody, safekeeping and physical preservation of the Security Collateral in its possession, under Section 9-207 of the Code or otherwise, shall be to deal with it in the same manner as the Collateral Agent deals with similar property for its own account. None of the Collateral Agent or any other Secured Party nor any of their respective officers, directors, employees or agents shall be liable for failure to demand, collect or realize upon any of the Security Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Security Collateral upon the request of any Granting Party or any other Person or, except as otherwise provided herein, to take any other action whatsoever with regard to the Security Collateral or any part thereof. The powers conferred on the Collateral Agent and the other Secured Parties hereunder are solely to protect the Collateral Agent’s and the other Secured Parties’ interests in the Security Collateral and shall not impose any duty upon the Collateral Agent or any other Secured Party to exercise any such powers. The Collateral Agent and the other Secured Parties shall be accountable only for amounts that they actually receive as a result of the exercise of such powers, and to the maximum extent permitted by applicable law, neither they nor any of their officers, directors, employees or agents shall be responsible to any Granting Party for any act or failure to act hereunder, except as otherwise provided herein or for their own gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision).

7.3Financing Statements. Pursuant to any applicable law, each Granting Party authorizes the Collateral Agent to file or record financing statements and other filing or recording documents or instruments with respect to such Granting Party’s Security Collateral without the signature of such Granting Party in such form and in such filing offices as the Collateral Agent reasonably determines appropriate to perfect the security interests of the Collateral Agent under this Agreement. Each Granting Party authorizes the Collateral Agent to use any collateral description reasonably determined by the Collateral Agent, including, without limitation, the collateral description “all personal property” or “all assets” or words of similar meaning in any such financing statements. The Collateral Agent agrees to use its commercially reasonable efforts to notify the relevant Granting Party of any financing or continuation statement filed by it, provided that any failure to give such notice shall not affect the validity or effectiveness of any such filing.

7.4Authority of Collateral Agent. Each Granting Party acknowledges that the rights and responsibilities of the Collateral Agent under this Agreement with respect to any action taken by the Collateral Agent or the exercise or non-exercise by the Collateral Agent of any option, voting right, request, judgment or other right or remedy provided for herein or resulting or arising out of this Agreement or any amendment, supplement or other modification of this Agreement shall, as between the Collateral Agent and the Secured Parties, be governed by the Credit Agreement and by such other

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agreements with respect thereto as may exist from time to time among them, but, as between the Collateral Agent and the Granting Parties, the Collateral Agent shall be conclusively presumed to be acting as agent for the Secured Parties with full and valid authority so to act or refrain from acting, and no Granting Party shall be under any obligation, or entitlement, to make any inquiry respecting such authority.

7.5Right of Inspection. Upon reasonable written advance notice to any Grantor and as often as may reasonably be desired, or at any time and from time to time after the occurrence and during the continuation of an Event of Default, the Collateral Agent shall have reasonable access during normal business hours to all the books, correspondence and records of such Grantor, and the Collateral Agent and its representatives may examine the same, and to the extent reasonable take extracts therefrom and make photocopies thereof, and such Grantor agrees to render to the Collateral Agent at such Grantor’s reasonable cost and expense, such clerical and other assistance as may be reasonably requested with regard thereto. The Collateral Agent and its representatives shall also have the right, upon reasonable advance written notice to such Grantor subject to any lease restrictions, to enter during normal business hours into and upon any premises owned, leased or operated by such Grantor where any of such Grantor’s Inventory or Equipment is located for the purpose of inspecting the same, observing its use or otherwise protecting its interests therein to the extent not inconsistent with the provisions of the Credit Agreement and the other Loan Documents (and subject to each applicable Intercreditor Agreement).

SECTION 8

Designation of Non-Lender Secured Parties

8.1Designation of Non-Lender Secured Parties. Any designation of a Management Credit Party, Hedging Provider or Bank Products Provider as a Non-Lender Secured Party pursuant to Section 12.27(d)(i), (ii) or (iii), as applicable, of the Credit Agreement shall be deemed to also be a designation of such Person as a Non-Lender Secured Party in accordance with this Agreement.

SECTION 9

Miscellaneous

9.1Amendments in Writing. None of the terms or provisions of this Agreement may be waived, amended, supplemented or otherwise modified except by a written instrument executed by each affected Granting Party and the Collateral Agent, provided that any provision of this Agreement imposing obligations on any Granting Party may be waived by the Collateral Agent in a written instrument executed by the Collateral Agent. For the avoidance of doubt, it is understood and agreed that any amendment, waiver, supplement or other modification of or to any Intercreditor Agreement that would have the effect, directly or indirectly, through any reference herein to any Intercreditor Agreement or otherwise, of waiving, amending, supplementing or otherwise modifying this Agreement, or any term or provision hereof, or any right or obligation of any Granting Party hereunder or in respect hereof, shall not be given such effect except pursuant to a written instrument executed by each affected Granting Party and the Collateral Agent in accordance with this Subsection 9.1.

9.2Notices. All notices, requests and demands to or upon the Collateral Agent or any Granting Party hereunder shall be effected in the manner provided for in Subsection 12.2 of the Credit Agreement; provided that any such notice, request or demand to or upon any Guarantor shall be addressed to such Guarantor at its notice address set forth on Schedule 1, unless and until such Guarantor shall change such address by notice to the Collateral Agent and the Administrative Agent given in accordance with Subsection 12.2 of the Credit Agreement.

9.3No Waiver by Course of Conduct; Cumulative Remedies. None of the Collateral Agent or any other Secured Party shall by any act (except by a written instrument pursuant to Subsection 9.1), delay, indulgence, omission or otherwise be deemed to have waived any right or remedy hereunder or to have acquiesced in any Default or Event of Default. No failure to exercise, nor any delay in exercising, on the part of the Collateral Agent or any other Secured Party, any right, power or privilege hereunder shall operate as a waiver thereof. No single or partial exercise of any right, power or privilege

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hereunder shall preclude any other or further exercise thereof or the exercise of any other right, power or privilege. A waiver by the Collateral Agent or any other Secured Party of any right or remedy hereunder on any one occasion shall not be construed as a bar to any right or remedy that the Collateral Agent or such other Secured Party would otherwise have on any future occasion. The rights and remedies herein provided are cumulative, may be exercised singly or concurrently and are not exclusive of any other rights or remedies provided by law.

9.4Enforcement Expenses; Indemnification.

(a)Each Guarantor jointly and severally agrees to pay or reimburse each Secured Party and the Collateral Agent for all their respective reasonable costs and expenses incurred in collecting against such Guarantor under the guarantee contained in Section 2 or otherwise enforcing or preserving any rights under this Agreement against such Guarantor and the other Loan Documents to which such Guarantor is a party, including, without limitation, the reasonable fees and disbursements of counsel to the Secured Parties, the Collateral Agent and the Administrative Agent.

(b)Each Grantor jointly and severally agrees to pay, and to save the Collateral Agent, the Administrative Agent and the other Secured Parties harmless from, (x) any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other similar taxes which may be payable or determined to be payable with respect to any of the Security Collateral or in connection with any of the transactions contemplated by this Agreement and (y) any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement (collectively, the “indemnified liabilities”), in each case to the extent the U.S. Borrower would be required to do so pursuant to Subsection 12.5 of the Credit Agreement, and in any event excluding any taxes or other indemnified liabilities arising from gross negligence, bad faith or willful misconduct of the Collateral Agent, the Administrative Agent or any other Secured Party as determined by a court of competent jurisdiction in a final and nonappealable decision.

(c)The agreements in this Subsection 9.4 shall survive repayment of the Obligations and all other amounts payable under the Credit Agreement and the other Loan Documents.

9.5Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the Granting Parties, the Collateral Agent and the Secured Parties and their respective successors and assigns permitted by the Credit Agreement.

9.6Set-Off. Each Granting Party hereby irrevocably authorizes each of the Administrative Agent and the Collateral Agent and each other Secured Party at any time and from time to time without notice to such Granting Party, any such notice being expressly waived by each Granting Party, to the extent permitted by applicable law, upon the occurrence and during the continuance of an Event of Default under Subsection 10.1(a) of the Credit Agreement so long as any amount remains unpaid after it becomes due and payable by such Granting Party hereunder, to set-off and appropriate and apply against any such amount any and all deposits (general or special, time or demand, provisional or final) (other than the Collateral Proceeds Account), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held or owing by the Collateral Agent, the Administrative Agent or such other Secured Party to or for the credit or the account of such Granting Party, or any part thereof in such amounts as the Collateral Agent, the Administrative Agent or such other Secured Party may elect. The Collateral Agent, the Administrative Agent and each other Secured Party shall notify such Granting Party promptly of any such set-off and the application made by the Collateral Agent, the Administrative Agent or such other Secured Party of the proceeds thereof; provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the Collateral Agent, the Administrative Agent and each other Secured Party under this Subsection 9.6 are in addition to other rights and remedies (including, without limitation, other rights of set-off) which the Collateral Agent, the Administrative Agent or such other Secured Party may have.

9.7Counterparts. This Agreement may be executed by one or more of the parties to this Agreement on any number of separate counterparts (including by telecopy and other electronic

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transmission), and all of said counterparts taken together shall be deemed to constitute one and the same instrument.

9.8Severability. Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction; provided that, with respect to any Pledged Stock issued by a Foreign Subsidiary, all rights, powers and remedies provided in this Agreement may be exercised only to the extent that they do not violate any provision of any law, rule or regulation of any Governmental Authority applicable to any such Pledged Stock or affecting the legality, validity or enforceability of any of the provisions of this Agreement against the Pledgor (such laws, rules or regulations, “Applicable Law”) and are intended to be limited to the extent necessary so that they will not render this Agreement invalid, unenforceable or not entitled to be recorded, registered or filed under the provisions of any Applicable Law.

9.9Section Headings. The Section headings used in this Agreement are for convenience of reference only and are not to affect the construction hereof or be taken into consideration in the interpretation hereof.

9.10Integration. This Agreement and the other Loan Documents represent the entire agreement of the Granting Parties, the Collateral Agent and the other Secured Parties with respect to the subject matter hereof, and there are no promises, undertakings, representations or warranties by the Granting Parties, the Collateral Agent or any other Secured Party relative to subject matter hereof not expressly set forth or referred to herein or in the other Loan Documents.

9.11GOVERNING LAW. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER AND ANY CLAIM OR CONTROVERSY RELATING HERETO SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO ITS PRINCIPLES OR RULES OF CONFLICT OF LAWS TO THE EXTENT SUCH PRINCIPLES OR RULES ARE NOT MANDATORILY APPLICABLE BY STATUTE AND WOULD REQUIRE OR PERMIT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION.

9.12Submission to Jurisdiction; Waivers. Each party hereto hereby irrevocably and unconditionally:

(a) submits for itself and its property in any legal action or proceeding relating to this Agreement and the other Loan Documents to which it is a party to the exclusive general jurisdiction of the Supreme Court of the State of New York for the County of New York (the “New York Supreme Court”), and the United States District Court for the Southern District of New York (the “Federal District Court,” and together with the New York Supreme Court, the “New York Courts”) and appellate courts from either of them; provided that nothing in this Agreement shall be deemed or operate to preclude (i) the Collateral Agent from bringing suit or taking other legal action in any other jurisdiction to realize on the Collateral or any other security for the Obligations (in which case any party shall be entitled to assert any claim or defense, including any claim or defense that this Subsection 9.12 would otherwise require to be asserted in a legal action or proceeding in a New York Court), or to enforce a judgment or other court order in favor of the Administrative Agent or the Collateral Agent, (ii) any party from bringing any legal action or proceeding in any jurisdiction for the recognition and enforcement of any judgment, (iii) if all such New York Courts decline jurisdiction over any Person, or decline (or in the case of the Federal District Court, lack) jurisdiction over any subject matter of such action or proceeding, a legal action or proceeding may be brought with respect thereto in another court having jurisdiction and (iv) in the event a legal action or proceeding is brought against any party hereto or involving any of its assets or property in another court (without any collusive assistance by such party or any of its Subsidiaries or Affiliates), such party from asserting a claim or defense (including any claim or defense that this Subsection 9.12(a) would otherwise require to be asserted in a legal proceeding in a New York Court) in any such action or proceeding;

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(b) consents that any such action or proceeding may be brought in such courts and waives any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient forum and agrees not to plead or claim the same;

(c) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to any party at its address referred to in Subsection 9.2 or at such other address of which the Collateral Agent and the Administrative Agent (in the case of any other party hereto) and the U.S. Borrower (in the case of the Collateral Agent and the Administrative Agent) shall have been notified pursuant thereto;

(d) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or (subject to clause (a) above) shall limit the right to sue in any other jurisdiction; and

(e) waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any legal action or proceeding referred to in this Subsection 9.12 any consequential or punitive damages.

9.13Acknowledgments. Each Granting Party hereby acknowledges that:

(a) it has been advised by counsel in the negotiation, execution and delivery of this Agreement and the other Loan Documents to which it is a party;

(b) none of the Collateral Agent, the Administrative Agent or any other Secured Party has any fiduciary relationship with or duty to any Granting Party arising out of or in connection with this Agreement or any of the other Loan Documents, and the relationship between the Granting Parties, on the one hand, and the Collateral Agent, the Administrative Agent and the other Secured Parties, on the other hand, in connection herewith or therewith is solely that of debtor and creditor; and

(c) no joint venture is created hereby or by the other Loan Documents or otherwise exists by virtue of the transactions contemplated hereby among the Secured Parties or among the Granting Parties and the Secured Parties.

9.14WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN.

9.15Additional Granting Parties. Each new Subsidiary of the U.S. Borrower that is required to become a party to this Agreement pursuant to Subsection 8.8 of the Credit Agreement shall become a Granting Party for all purposes of this Agreement upon execution and delivery by such Subsidiary of an Assumption Agreement substantially in the form of Annex 2 hereto. Each existing Granting Party that is required to become a Pledgor with respect to Capital Stock of any new Subsidiary of the U.S. Borrower pursuant to Subsection 8.8 of the Credit Agreement shall become a Pledgor with respect thereto upon execution and delivery by such Granting Party of a Supplemental Agreement substantially in the form of Annex 3 hereto.

9.16Releases.

(a)At such time as the Loans and the other Obligations (other than any Obligations owing to a Non-Lender Secured Party not then due and payable) then due and owing shall have been paid in full, all Letters of Credit are terminated or cash collateralized on terms reasonably satisfactory to the applicable Letter of Credit Issuer (or other arrangements have been made with respect thereto on terms reasonably satisfactory to the applicable Letter of Credit Issuer) and the Commitments have been terminated, all Security Collateral shall be released from the Liens created hereby, and this Agreement

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and all obligations (other than those expressly stated to survive such termination) of the Collateral Agent and each Granting Party hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Security Collateral shall revert to the Granting Parties. At the request and sole expense of any Granting Party following any such termination, the Collateral Agent shall deliver to such Granting Party (subject to Subsection 7.2, without recourse and without representation or warranty) any Security Collateral held by the Collateral Agent hereunder, and execute, acknowledge and deliver to such Granting Party such releases, instruments or other documents (including without limitation UCC termination statements), and do or cause to be done all other acts, as any Granting Party shall reasonably request to evidence such termination.

(b)Upon any sale or other disposition of Security Collateral permitted by the Credit Agreement (other than any sale or disposition to another Grantor), the Lien pursuant to this Agreement on such sold or disposed of Security Collateral shall be automatically released. In connection with a sale or other disposition of all the Capital Stock of any Granting Party that is a U.S. Subsidiary Guarantor (other than to another Grantor or any other Loan Party) or any other transaction or occurrence as a result of which such Granting Party ceases to be a Restricted Subsidiary of the U.S. Borrower or the sale or other disposition of Security Collateral (other than a sale or disposition to another Grantor or Grantor (as defined in the ABL Intercreditor Agreement)) permitted under the Credit Agreement, the Collateral Agent shall, upon receipt from the U.S. Borrower of a written request for the release of such Granting Party from its Guarantee or the release of the Security Collateral subject to such sale, disposition or other transaction, identifying such Granting Party or the relevant Security Collateral, together with a certification by the U.S. Borrower stating that such transaction is in compliance with the Credit Agreement and the other Loan Documents, execute and deliver to the U.S. Borrower or the relevant Granting Party (subject to Subsection 7.2, without recourse and without representation or warranty), at the sole cost and expense of such Granting Party, any Security Collateral of such relevant Granting Party held by the Collateral Agent, or the Security Collateral subject to such sale or disposition (as applicable), and, at the sole cost and expense of such Granting Party, execute, acknowledge and deliver to such Granting Party such releases, instruments or other documents (including without limitation UCC termination statements), and do or cause to be done all other acts, as the U.S. Borrower or such Granting Party shall reasonably request (x) to evidence or effect the release of such Granting Party from its Guarantee (if any) and of the Liens created hereby (if any) on such Granting Party’s Security Collateral or (y) to evidence the release of the Security Collateral subject to such sale or disposition.

(c)Upon the release of any Granting Party pursuant to the last paragraph of Section 12.1 of the Credit Agreement, the Lien pursuant to this Agreement on all Security Collateral of such Granting Party (if any) shall be automatically released, and the Guarantee (if any) of such Granting Party, and all obligations of such Granting Party hereunder, shall terminate, all without delivery of any instrument or performance of any act by any party, and the Collateral Agent shall, upon the request of the U.S. Borrower or such Granting Party, deliver to the U.S. Borrower or such Granting Party (subject to Subsection 7.2, without recourse and without representation or warranty) any Security Collateral of such Granting Party held by the Collateral Agent hereunder and the Collateral Agent and the Administrative Agent shall execute, acknowledge and deliver to the U.S. Borrower or such Granting Party (at the sole cost and expense of the U.S. Borrower or such Granting Party) all releases, instruments or other documents (including without limitation UCC termination statements), and do or cause to be done all other acts, necessary or reasonably desirable for the release of such Granting Party from its Guarantee (if any) or the Liens created hereby (if any) on such Granting Party’s Security Collateral, as applicable, as the U.S. Borrower or such Granting Party may reasonably request.

(d)Upon any Security Collateral being or becoming an Excluded Asset, the Lien pursuant to this Agreement on such Security Collateral shall be automatically released. At the request and sole expense of any Granting Party, the Collateral Agent shall deliver such Security Collateral (if held by the Collateral Agent) to such Granting Party and execute, acknowledge and deliver to such Granting Party such releases, instruments or other documents (including without limitation UCC termination statements), and do or cause to be done all other acts, as such Granting Party shall reasonably request to evidence such release.

(e)So long as no Event of Default has occurred and is continuing, the Collateral Agent shall at the direction of any applicable Granting Party return to such Granting Party any proceeds

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or other property received by it during any Event of Default pursuant to either Subsection 5.3.1 or 6.4 and not otherwise applied in accordance with Subsection 6.5.

(f)The Collateral Agent shall have no liability whatsoever to any other Secured Party as the result of any release of Security Collateral by it in accordance with (or which the Collateral Agent in good faith believes to be in accordance with) this Subsection 9.16.

9.17Judgment.

(a)If for the purpose of obtaining judgment in any court it is necessary to convert a sum due hereunder in one currency into another currency, the parties hereto agree, to the fullest extent that they may effectively do so, that the rate of exchange used shall be that at which in accordance with normal banking procedures the Collateral Agent could purchase the first currency with such other currency on the Business Day preceding the day on which final judgment is given.

(b)The obligations of any Granting Party in respect of this Agreement to the Collateral Agent, for the benefit of each holder of Obligations, shall, notwithstanding any judgment in a currency (the “judgment currency”) other than the currency in which the sum originally due to such holder is denominated (the “original currency”), be discharged only to the extent that on the Business Day following receipt by the Collateral Agent of any sum adjudged to be so due in the judgment currency, the Collateral Agent may in accordance with normal banking procedures purchase the original currency with the judgment currency; if the amount of the original currency so purchased is less than the sum originally due to such holder in the original currency, such Granting Party agrees, as a separate obligation and notwithstanding any such judgment, to indemnify the Collateral Agent for the benefit of such holder, against such loss, and if the amount of the original currency so purchased exceeds the sum originally due to the Collateral Agent, the Collateral Agent agrees to remit to the U.S. Borrower, such excess. This covenant shall survive the termination of this Agreement and payment of the Obligations and all other amounts payable hereunder.

9.18Transfer Tax Acknowledgment. Each party hereto acknowledges that the shares delivered hereunder are being transferred to and deposited with the Collateral Agent (or other Person in accordance with any applicable Intercreditor Agreement) as security for the Obligations and that this Subsection 9.18 is intended to be the certificate of exemption from New York stock transfer taxes for the purposes of complying with Section 270.5(b) of the Tax Law of the State of New York.

[Remainder of page left blank intentionally; Signature pages to follow.]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed, all as of the date first written above.

U.S. BORROWER:

UNIVAR SOLUTIONS INC.

By:    /s/ Joseph Rodemeyer
    Name: Joseph Rodemeyer
    Title: Treasurer

U.S. SUBSIDIARY GUARANTORS:

UNIVAR SOLUTIONS USA INC.
UNIVAR USA DELAWARE, INC.
UNIVAR DELAWARE, INC.
CHEMPOINT.COM INC.
UNIVAR HOLDCO LLC
UNIVAR HOLDCO III LLC
PILATES MERGER SUB II LLC
TPG ACCOLADE DELAWARE, LLC
NEXEO SOLUTIONS HOLDINGS, LLC
NEXEO SOLUTIONS SUB HOLDING CORP.
NEXEO SOLUTIONS, LLC
CHEMICAL SPECIALISTS AND DEVELOPMENT LLC

By:    /s/ Joseph Rodemeyer
    Name: Joseph Rodemeyer
    Title: Treasurer

[Signature Pages to Guarantee and Collateral Agreement]

Acknowledged and Agreed to as of the Second Restatement Effective Date by:

BANK OF AMERICA, N.A., as Collateral Agent

By:    /s/ Thomas H. Herron
    Name: Thomas H. Herron
    Title: Senior Vice President

[Signature Pages to Guarantee and Collateral Agreement]

ANNEX 1

ACKNOWLEDGEMENT AND CONSENT1

The undersigned hereby acknowledges receipt of a copy of the Second Amended and Restated ABL Guarantee and Collateral Agreement, dated as of October 27, 2022 (the “Agreement”; capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Agreement or the Credit Agreement referred to therein, as the case may be), made by and among UNIVAR SOLUTIONS INC. and the other Granting Parties party thereto in favor of BANK OF AMERICA, N.A., as Collateral Agent and U.S. Administrative Agent. The undersigned agrees for the benefit of the Collateral Agent, the Administrative Agent and the Lenders as follows:

The undersigned will be bound by the terms of the Agreement applicable to it as an Issuer (as defined in the Agreement) and will comply with such terms insofar as such terms are applicable to the undersigned as an Issuer.

The undersigned will notify the Collateral Agent promptly in writing of the occurrence of any of the events described in Subsection 5.3.1 of the Agreement.

The terms of Subsections 6.3(c) and 6.7 of the Agreement shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to Subsection 6.3(c) or 6.7 of the Agreement.

[NAME OF ISSUER]

By:
    Name:    [__________________]
    Title:    [_______________]

Address for Notices:

[__________________]

1 This consent is necessary only with respect to any Issuer that is not also a Granting Party.

Annex 1-1

ANNEX 2

ASSUMPTION AGREEMENT

ASSUMPTION AGREEMENT, dated as of [_______ __], 20[_], made by [______________________________], a [______________] corporation ([each an][the] “Additional Granting Party”), in favor of BANK OF AMERICA, N.A., as collateral agent (in such capacity, the “Collateral Agent”) and as U.S. administrative agent (in such capacity, the “Administrative Agent”) for the banks and other financial institutions from time to time parties to the Credit Agreement referred to below and the other Secured Parties (as defined in the Guarantee and Collateral Agreement referred to below). All capitalized terms not defined herein shall have the meaning ascribed to them in the Guarantee and Collateral Agreement, or if not defined therein, in the Credit Agreement.

W I T N E S S E T H :

WHEREAS, UNIVAR SOLUTIONS INC., a Delaware corporation (together with its successors and assigns, the “U.S. Borrower”), Univar Solutions Canada Ltd., as Canadian Borrower, Univar Netherlands Holding B.V., as European Parent Borrower, the European Subsidiary Borrowers party thereto, the several banks and other financial institutions from time to time party thereto (the “Lenders”), the Administrative Agent, the Collateral Agent, Bank of America, N.A. (acting through its Canada branch), as Canadian administrative agent, Bank of America, N.A., as European administrative agent, and the other parties party thereto are parties to a Second Amended and Restated Credit Agreement, dated as of October 27, 2022 (as amended, supplemented, waived or otherwise modified from time to time, the “Credit Agreement”);

WHEREAS, in connection with the Credit Agreement, the U.S. Borrower, certain Domestic Subsidiaries of the U.S. Borrower are, or are to become, parties to the Second Amended and Restated ABL Guarantee and Collateral Agreement, dated as of October 27, 2022 (as amended, supplemented, waived or otherwise modified from time to time, the “Guarantee and Collateral Agreement”), in favor of the Collateral Agent, for the benefit of the Secured Parties;

WHEREAS, [the][each] Additional Granting Party is a member of an affiliated group of companies that includes the U.S. Borrower and each other Granting Party; the proceeds of the extensions of credit under the Credit Agreement will be used in part to enable the Borrowers to make valuable transfers to one or more of the other Granting Parties (including such Additional Granting Party) in connection with the operation of their respective businesses; and the Borrowers and the other Granting Parties (including such Additional Granting Party) are engaged in related businesses, and each such Granting Party (including [each] such Additional Granting Party) will derive substantial direct and indirect benefit from the making of the extensions of credit under the Credit Agreement;

WHEREAS, the Credit Agreement requires [the][each] Additional Granting Party to become a party to the Guarantee and Collateral Agreement; and

WHEREAS, [the][each] Additional Granting Party has agreed to execute and deliver this Assumption Agreement in order to become a party to the Guarantee and Collateral Agreement;

NOW, THEREFORE, IT IS AGREED:

1. Guarantee and Collateral Agreement. By executing and delivering this Assumption Agreement, [the][each] Additional Granting Party, as provided in Subsection 9.15 of the Guarantee and Collateral Agreement, hereby becomes a party to the Guarantee and Collateral Agreement as a Granting Party thereunder with the same force and effect as if originally named therein as a [Guarantor] [, Grantor and Pledgor] [and Grantor] [and Pledgor]2 and, without limiting the generality of the foregoing, hereby expressly assumes all obligations and liabilities of a [Guarantor] [, Grantor and Pledgor]

2 Indicate the capacities in which the Additional Granting Party is becoming a Grantor.

Annex 2-1

[and Grantor] [and Pledgor]3 thereunder. The information set forth in Annex 1-A hereto is hereby added to the information set forth in Schedules [____________] to the Guarantee and Collateral Agreement, and such Schedules are hereby amended and modified to include such information. [The][Each] Additional Granting Party hereby represents and warrants that each of the representations and warranties of such Additional Granting Party, in its capacities as a [Guarantor] [, Grantor and Pledgor] [and Grantor] [and Pledgor],4 contained in Section 4 of the Guarantee and Collateral Agreement is true and correct in all material respects on and as of the date hereof (after giving effect to this Assumption Agreement) as if made on and as of such date. Each Additional Granting Party hereby grants, as and to the same extent as provided in the Guarantee and Collateral Agreement, to the Collateral Agent, for the benefit of the Secured Parties, a continuing security interest in the [Collateral (as such term is defined in Subsection 3.1 of the Guarantee and Collateral Agreement) of such Additional Granting Party] [and] [the Pledged Collateral (as such term is defined in the Guarantee and Collateral Agreement) of such Additional Granting Party, except as provided in Subsection 3.3 of the Guarantee and Collateral Agreement].

2. GOVERNING LAW. THIS ASSUMPTION AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER AND ANY CLAIM OR CONTROVERSY RELATING HERETO SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO ITS PRINCIPLES OR RULES OF CONFLICT OF LAWS TO THE EXTENT SUCH PRINCIPLES OR RULES ARE NOT MANDATORILY APPLICABLE BY STATUTE AND WOULD REQUIRE OR PERMIT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION.

IN WITNESS WHEREOF, the undersigned has caused this Assumption Agreement to be duly executed and delivered as of the date first above written.

[ADDITIONAL GRANTING PARTY]

By:
    Name:
    Title:

Acknowledged and Agreed to as of the date hereof by:

BANK OF AMERICA, N.A.,
as Collateral Agent and Administrative Agent

By:
    Name:
    Title:

3 Indicate the capacities in which the Additional Granting Party is becoming a Grantor.

4 Indicate the capacities in which the Additional Granting Party is becoming a Grantor.

Annex 2-2

ANNEX 3

SUPPLEMENTAL AGREEMENT

SUPPLEMENTAL AGREEMENT, dated as of [_________ __], 20[ ], made by [______________________________], a [______________] corporation (the “Additional Pledgor”), in favor of BANK OF AMERICA, N.A., as collateral agent (in such capacity, the “Collateral Agent”) and as U.S. administrative agent (in such capacity, the “Administrative Agent”) for the banks and other financial institutions from time to time parties to the Credit Agreement referred to below and the other Secured Parties (as defined in the Guarantee and Collateral Agreement referred to below). All capitalized terms not defined herein shall have the meaning ascribed to them in the Guarantee and Collateral Agreement, or if not defined therein, in the Credit Agreement.

W I T N E S S E T H :

WHEREAS, in connection with the Credit Agreement, the U.S. Borrower, certain Domestic Subsidiaries of the U.S. Borrower are, or are to become, parties to Second the Amended and Restated ABL Guarantee and Collateral Agreement, dated as of October 27, 2022 (as amended, supplemented, waived or otherwise modified from time to time, the “Guarantee and Collateral Agreement”), in favor of the Collateral Agent, for the benefit of the Secured Parties;

WHEREAS, the Credit Agreement requires the Additional Pledgor to become a Pledgor under the Guarantee and Collateral Agreement with respect to Capital Stock of certain new Subsidiaries of the Additional Pledgor; and

WHEREAS, the Additional Pledgor has agreed to execute and deliver this Supplemental Agreement in order to become such a Pledgor under the Guarantee and Collateral Agreement;

NOW, THEREFORE, IT IS AGREED:

1. Guarantee and Collateral Agreement. By executing and delivering this Supplemental Agreement, the Additional Pledgor, as provided in Subsection 9.15 of the Guarantee and Collateral Agreement, hereby becomes a Pledgor under the Guarantee and Collateral Agreement with respect to the shares of Capital Stock of the Subsidiary of the Additional Pledgor listed in Annex 1 hereto and will be bound by all terms, conditions and duties applicable to a Pledgor under the Guarantee and Collateral Agreement, as a Pledgor thereunder. The information set forth in Annex 1 hereto is hereby added to the information set forth in Schedule 2 to the Guarantee and Collateral Agreement, and such Schedule 2 is hereby amended and modified to include such information. The Additional Pledgor hereby represents and warrants that each of the representations and warranties of such Additional Pledgor, in its capacity as a Pledgor, contained in Subsection 4.3 of the Guarantee and Collateral Agreement is true and correct in all material respects on and as of the date hereof (after giving effect to this Supplemental Agreement) as if made on and as of such date. The Additional Pledgor hereby undertakes each of the covenants, in its capacity as a Pledgor, contained in Subsection 5.3 of the Guarantee and Collateral Agreement. The Additional Pledgor hereby grants, as and to the same extent as provided in the Guarantee and Collateral Agreement, to the Collateral Agent, for the benefit of the Secured Parties, a continuing security interest in all of the Pledged Collateral of such Additional Pledgor now owned or at any time hereafter acquired by such Pledgor, and any Proceeds thereof, except as provided in Subsection 3.3 of the Guarantee and Collateral Agreement. The Additional Pledgor represents and warrants to the

Annex 3-1

Collateral Agent and the other Secured Parties that this Supplemental Agreement has been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms.

2. GOVERNING LAW. THIS SUPPLEMENTAL AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER AND ANY CLAIM OR CONTROVERSY RELATING HERETO SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO ITS PRINCIPLES OR RULES OF CONFLICT OF LAWS TO THE EXTENT SUCH PRINCIPLES OR RULES ARE NOT MANDATORILY APPLICABLE BY STATUTE AND WOULD REQUIRE OR PERMIT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION.

IN WITNESS WHEREOF, the undersigned has caused this Supplemental Agreement to be duly executed and delivered as of the date first above written.

[ADDITIONAL PLEDGOR]

By:
    Name:
    Title:

Acknowledged and Agreed to as of the date hereof by:

BANK OF AMERICA, N.A.,
as Collateral Agent and Administrative Agent

By:
    Name:
    Title:

Annex 3-2

Document

Exhibit 10.48

REPAYMENT AGREEMENT

This Repayment Agreement (this “Agreement”) is made and entered into as of ____________, 20__, by and between Univar Solutions Inc. (the “Company”) and ____________ (the “Executive”).

WHEREAS, subject to the terms and conditions set forth herein, the Company wishes to cause the portion of the short-term incentive compensation set forth on Exhibit A (the “Accelerated Annual Bonus”), the Company restricted stock units set forth on Exhibit A (“Accelerated RSUs”) and the Company performance-based restricted stock units set forth on Exhibit A (“Accelerated PBRSUs,” and, together with the Accelerated RSUs, the “Accelerated Equity Awards”) to vest and be paid (or settled) on or prior to December 31, 2022;

NOW, THEREFORE, in consideration of the mutual agreements hereinafter set forth, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Executive and the Company hereby agree as follows:

1.Accelerated Payment and Vesting.

(a)Payment and Vesting. Effective as of December 31, 2022 (the “Acceleration Date”), the Accelerated Annual Bonus will be paid and the Accelerated Equity Awards will vest and be settled.

(b)Forfeiture; Repayment Obligation. If the Executive’s employment with the Company is terminated by the Company for Cause or by the Executive without Good Reason (each as defined in the Executive’s employment agreement with the Company) prior to the normal payment date, in the case of the Accelerated Annual Bonus, or the normal vesting date, in the case of the Accelerated Equity Awards, then the Executive shall be obligated to repay the net, after-tax, amount of the income recognized by the Executive (assuming the highest marginal federal, state and local tax rates applicable to the Executive) as a result of the payment of the Accelerated Annual Bonus and the settlement of the Accelerated Equity Awards, as applicable, to the Company within 20 Business Days following such termination of the Executive’s employment. For the avoidance of doubt, no repayment shall occur in the event of the Executive’s termination of employment by the Company without Cause, by Executive with Good Reason or as a result of Executive’s death or Disability.

2.Applicable Law. The validity, interpretation and performance of this Agreement shall be construed and interpreted according to the laws of the State of Delaware, without regard to its conflict of law rules.

3.Entire Agreement; Amendments. This Agreement constitutes the entire agreement between the Executive and the Company with regard to the subject matter hereof and supersedes any and all prior agreements, whether written or oral, between the parties regarding the accelerated vesting of the Accelerated Bonus and the Accelerated Awards. This Agreement may be amended or modified only with the written consent of the Executive and the Company. No oral waiver, amendment or modification will be effective under any circumstances whatsoever.

4.Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement or caused it to be executed on their behalf as of the date first above written.

Exhibit 10.48

Univar Solutions Inc.

By:

Name:

Title:

EXECUTIVE

By:

Name:

Exhibit 10.48

Exhibit A

Executive: ____________

Accelerated Annual Bonus:

$____________ (gross amount)

Accelerated RSUs:


2020 Grant	2021 Grant	2022 Grant	Total RSUs

Accelerated PBRSUs:

____________

Document

Exhibit 21.1

UNIVAR SOLUTIONS INC. SUBSIDIARIES


Entity Name						State or Other Jurisdiction of Incorporation
Chemical Specialists and Development LLC						Delaware
Chempoint.com EMEA BV						Netherlands
Chempoint.com, Inc.						Nevada
Continential Chemicals, LLC						North Carolina
Cravenhurst Properties Ltd						United Kingdom
Juffali-Univar Saudi Arabia Chemicals Company, LLC						Saudia Arabia
Nexeo Solutions Holdings, LLC						Delaware
Nexeo Solutions LLC						Delaware
Nexeo Solutions Mexico Holdings, LLC						Delaware
Nexeo Solutions Sub Holding Corp						Delaware
Olympic Chemical Corp						Washington
Pilates Merger Sub II LLC						Delaware
Tagma Brasil Industria e Comercio de Produtos Químicos Ltda						Brazil
TPG Accolade Delaware, LLC						Delaware
Ulixes Limited						United Kingdom
Univar Corporativo SA de CV (Mexico)						Mexico
Univar Delaware, Inc.						Delaware
Univar Egypt LLC						Egypt
Univar Europe Ltd.						United Kingdom
Univar France SNC						France
Univar Holdco, LLC						Delaware
Univar Holdco III, LLC						Delaware
Univar Netherlands Holdings B.V.						Netherlands
Univar Services (Pty) Ltd. (South Africa)						South Africa
Univar Solutions AB						Sweden
Univar Solutions AG						Switzerland
Univar Solutions AS						Norway
Univar Solutions Belgium NV						Belgium
Univar Solutions Brasil Ltda						Brazil
Univar Solutions BV						Netherlands
Univar Solutions Canada Ltd.						Canada
Univar Solutions Caribe (Dominican Republic)						Dominican Republic
Univar Solutions China BV						Netherlands
Univar Solutions China Ltd. (China)						China
Univar Solutions Colombia SAS (Colombia)						Colombia
Univar Solutions Denmark A/S						Denmark
Univar Solutions GmbH						Germany
Univar Solutions Guatemala, S.A.						Guatemala
Univar Solutions Hellas EPE						Greece
Univar Solutions Hong Kong Ltd.						Hong Kong
Univar Solutions Hungary Sales LLC						Hungary
Univar Solutions, Inc.						Delaware


Entity Name						State or Other Jurisdiction of Incorporation
Univar Solutions Ireland Ltd						Ireland
Univar Solutions Kimya Sanayi ve Dis Ticaret Limited						Turkey
Univar Solutions Mexico SRL						Mexico
Univar Solutions Middle East Africa FZE						Dubai
Univar Solutions Netherlands B.V.						Netherlands
Univar Solutions Oy						Finland
Univar Solutions Portugal SA						Portugal
Univar Solutions Puerto Rico, LLC						Puerto Rico
Univar Solutions SAS						France
Univar Solutions S.p.A						Italy
Univar Solutions s.r.l.						Romania
Univar Solutions s.r.o.						Czech Republic
Univar Solutions Singapore Pte Ltd (Singapore)						Singapore
Univar Solutions Sp Z.o.o						Poland
Univar Solutions Spain SA						Spain
Univar Solutions Trustee Ltd						United Kingdom
Univar Solutions UK Ltd						United Kingdom
Univar Solutions USA Inc.						Washington
Univar Specialty Consumables Limited						United Kingdom
Univar Solutions SARL						Tunisia
Univar UK Ltd						United Kingdom
Univar USA Delaware Inc.						Delaware
Univar MEA Sarl						Morocco
UVX Scandinavia AB						Sweden
Vicom Distribucion						Spain
Univar Solutions Argentina SRL						Argentina
Quimicos Consolidados S.A.						Panama
Chemsol International, Inc.						Panama
Distribuidora Chemsol de Costa Rica						Costa Rica
Chemsol Guatemala S.A.						Guatemala
Chemsol del Salvador S.A. de C.V.						El Salvador
Chemsol de Honduras S.A. de C.V.						Honduras
Inmobiliaria Los Laurles S.A.						Guatemala
Inmobiliaria Flor de Izote						El Salvador

Document

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the following Registration Statements:

1)Registration Statement (Form S-8 No. 333-205176) pertaining to the Univar Inc. 2015 Omnibus Equity Incentive Plan, the Univar Inc. 2011 Stock Incentive Plan, and the Univar Inc. Employee Stock Purchase Plan,

2)Registration Statement (Form S-8 No. 333-217757) pertaining to the Univar Inc. 2017 Omnibus Equity Incentive Plan, and

3)Registration Statement (Form S-8 No. 333-238083) pertaining to the Univar Solutions Inc. 2020 Omnibus Incentive Plan;

of our reports dated February 22, 2023, with respect to the consolidated financial statements of Univar Solutions Inc. and the effectiveness of internal control over financial reporting of Univar Solutions Inc. included in this Annual Report (Form 10-K) of Univar Solutions Inc. for the year ended December 31, 2022.

/s/ Ernst & Young LLP

Chicago, Illinois

February 22, 2023

Document

Exhibit 31.1

UNIVAR SOLUTIONS INC.

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 Annual Report on Form 10-K 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.


February 22, 2023			By: /s/ DAVID C. JUKES
			David C. Jukes
			President and Chief Executive Officer

Document

Exhibit 31.2

UNIVAR SOLUTIONS INC.

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 Annual Report on Form 10-K of Univar Solutions Inc.

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


February 22, 2023			By: /s/ NICHOLAS W. ALEXOS
			Nicholas W. Alexos
			Executive Vice President and Chief Financial Officer

Document

Exhibit 32.1

UNIVAR SOLUTIONS INC.

CERTIFICATION PURSUANT TO

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

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

Pursuant to 18 U.S.C. Section 1350 and in connection with the Annual Report on Form 10-K (the “Report”) for the fiscal year ended December 31, 2022, 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
February 22, 2023

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.

Document

Exhibit 32.2

UNIVAR SOLUTIONS INC.

CERTIFICATION PURSUANT TO

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

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

Pursuant to 18 U.S.C. Section 1350 and in connection with the Annual Report on Form 10-K (the “Report”) for the fiscal year ended December 31, 2022, 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
February 22, 2023