unvr-20230331

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

__________________________________________________________

Form 10-Q

_________________________________________________________


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

For the quarterly period ended March 31, 2023


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

For the transition period from to

Commission File Number 001-37443

__________________________________________________________

Univar Solutions Inc.

(Exact name of registrant as specified in its charter)

__________________________________________________________


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

3075 Highland Parkway, Suite 200

Downers Grove,

Illinois

60515

(Address of principal executive offices)

(Zip Code)

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

__________________________________________________________

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

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock ($0.01 par value)

UNVR

New York Stock Exchange

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

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

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


Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
Emerging growth company	☐

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

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

At May 4, 2023, 157,745,492 shares of the registrant’s common stock were outstanding.

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Univar Solutions Inc.

Form 10-Q

For the quarterly period ended March 31, 2023

TABLE OF CONTENTS


Part I. FINANCIAL INFORMATION			Page
Item 1. Financial Statements
Condensed Consolidated Statements of Operations (Unaudited)			1
Condensed Consolidated Statements of Comprehensive Income (Unaudited)			2
Condensed Consolidated Balance Sheets (Unaudited)			3
Condensed Consolidated Statements of Changes in Stockholders’ Equity (Unaudited)			4
Condensed Consolidated Statements of Cash Flows (Unaudited)			5
Notes to Condensed Consolidated Financial Statements (Unaudited)			6



















Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			21
Item 3. Quantitative and Qualitative Disclosures about Market Risk			32
Item 4. Controls and Procedures			33
Part II. OTHER INFORMATION
Item 1. Legal Proceedings			34
Item 1A. Risk Factors			34
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			35


Item 5. Other Information			36
Item 6. Exhibits			36
Signatures			37

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PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

Univar Solutions Inc.

Condensed Consolidated Statements of Operations

(Unaudited)


	Three months ended March 31,
(in millions, except per share data)	2023		2022
Net sales	$	2,684.9	$	2,882.6
Cost of goods sold (exclusive of depreciation)	2,045.6		2,153.1
Operating expenses:
Outbound freight and handling	117.4		115.9
Warehousing, selling, and administrative	306.5		294.3
Other operating expenses, net	25.4		15.7
Depreciation	32.4		32.9
Amortization	11.2		11.8
Impairment charges	0.2		—
Total operating expenses	493.1		470.6
Operating income	146.2		258.9
Other expense:
Interest income	1.8		1.1
Interest expense	(33.2)		(22.2)


Other (expense) income, net	(6.4)		7.7
Total other expense	(37.8)		(13.4)
Income before income taxes	108.4		245.5
Income tax expense	25.3		64.7
Net income	$	83.1	$	180.8

Income per common share:
Basic	$	0.53	$	1.07
Diluted	$	0.52	$	1.06

Weighted average common shares outstanding:
Basic	157.9		169.6
Diluted	159.7		171.3

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

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Univar Solutions Inc.

Condensed Consolidated Statements of Comprehensive Income

(Unaudited)


	Three months ended March 31,
(in millions)	2023		2022
Net income	$	83.1	$	180.8
Other comprehensive income, net of tax:

Foreign currency translation, net of tax of $— for the three months ended March 31, 2023 and 2022	22.0		17.2
Pension and other postretirement benefits adjustment, net of tax of $— for the three months ended March 31, 2023 and 2022	(0.2)		(0.1)
Derivative financial instruments, net of tax of $4.6 and $(12.5) for the three months ended March 31, 2023 and 2022, respectively	(13.5)		36.4
Total other comprehensive income, net of tax	8.3		53.5
Comprehensive income	$	91.4	$	234.3

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

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Univar Solutions Inc.

Condensed Consolidated Balance Sheets

(Unaudited)


(in millions, except share and per share data)	March 31, 2023		December 31, 2022
Assets
Current assets:
Cash and cash equivalents	$	377.7	$	385.3
Trade accounts receivable, net of allowance for doubtful accounts of $13.5 and $13.1 at March 31, 2023 and December 31, 2022, respectively	1,577.8		1,489.9
Inventories	1,094.5		1,137.8

Prepaid expenses and other current assets	202.7		217.8
Total current assets	3,252.7		3,230.8
Property, plant, and equipment, net	1,076.8		1,055.0
Goodwill	2,294.9		2,288.2
Intangible assets, net	161.7		167.0
Deferred tax assets	21.4		20.7
Other assets	385.6		384.0
Total assets	$	7,193.1	$	7,145.7
Liabilities and stockholders’ equity
Current liabilities:
Short-term financing	$	1.2	$	—
Trade accounts payable	968.0		982.5
Current portion of long-term debt	40.6		38.9
Accrued compensation	82.2		204.7

Other accrued expenses	398.5		401.3
Total current liabilities	1,490.5		1,627.4
Long-term debt	2,490.4		2,426.9
Pension and other postretirement benefit liabilities	134.7		135.2
Deferred tax liabilities	104.7		106.2
Other long-term liabilities	381.6		355.8
Total liabilities	4,601.9		4,651.5
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, 173,593,984 and 173,237,533 shares issued at March 31, 2023 and December 31, 2022, respectively	1.7		1.7
Additional paid-in capital	3,104.1		3,046.0
Treasury stock at cost, 15,876,417 and 15,254,566 shares at March 31, 2023 and December 31, 2022, respectively	(461.6)		(409.1)
Retained earnings	283.4		200.3
Accumulated other comprehensive loss	(336.4)		(344.7)
Total stockholders’ equity	2,591.2		2,494.2
Total liabilities and stockholders’ equity	$	7,193.1	$	7,145.7

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

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Univar Solutions Inc.

Condensed Consolidated Statements of Changes in Stockholders’ Equity

(Unaudited)


(in millions)	Common stock outstanding (shares)	Common stock		Additional paid-in capital		Treasury stock		Retained earnings		Accumulated other comprehensive loss		Total
Balance as of December 31, 2022	158.0	$	1.7	$	3,046.0	$	(409.1)	$	200.3	$	(344.7)	$	2,494.2
Net income	—	—		—		—		83.1		—		83.1
Other comprehensive income, net of tax	—	—		—		—		—		8.3		8.3




Restricted stock units vested, net of tax withholdings	0.2	—		(4.4)		—		—		—		(4.4)

Stock option exercises	0.1	—		1.9		—		—		—		1.9

Stock-based compensation expense	—	—		10.6		—		—		—		10.6
Purchases of treasury stock	(0.6)	—		50.0		(52.5)		—		—		(2.5)

Balance as of March 31, 2023	157.7	$	1.7	$	3,104.1	$	(461.6)	$	283.4	$	(336.4)	$	2,591.2


(in millions)	Common stock outstanding (shares)	Common stock		Additional paid-in capital		Treasury stock		Accumulated deficit		Accumulated other comprehensive loss		Total
Balance as of December 31, 2021	169.4	$	1.7	$	3,048.5	$	(50.0)	$	(345.0)	$	(362.7)	$	2,292.5
Net income	—	—		—		—		180.8		—		180.8
Other comprehensive income, net of tax	—	—		—		—		—		53.5		53.5




Restricted stock units vested, net of tax withholdings	0.5	—		(7.2)		—		—		—		(7.2)

Stock option exercises	0.3	—		8.4		—		—		—		8.4

Stock-based compensation expense	—	—		13.9		—		—		—		13.9
Purchases of treasury stock	(0.7)	—		—		(24.0)		—		—		(24.0)
Other	—	—		(1.1)		—		—		—		(1.1)
Balance as of March 31, 2022	169.5	$	1.7	$	3,062.5	$	(74.0)	$	(164.2)	$	(309.2)	$	2,516.8

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

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Univar Solutions Inc.

Condensed Consolidated Statements of Cash Flows

(Unaudited)


	Three months ended March 31,
(in millions)	2023		2022
Operating activities:
Net income	$	83.1	$	180.8
Adjustments to reconcile net income to net cash used by operating activities:
Depreciation and amortization	43.6		44.7
Impairment charges	0.2		—
Amortization of deferred financing fees and debt discount	1.3		1.4


Gain on sale of property, plant, and equipment	(0.5)		(0.9)

Deferred income taxes	0.7		19.1
Stock-based compensation expense	10.6		13.9

Other	1.2		2.6
Changes in operating assets and liabilities:
Trade accounts receivable, net	(71.6)		(270.5)
Inventories	57.6		(168.9)
Prepaid expenses and other current assets	22.3		(15.9)
Trade accounts payable	(21.6)		140.3

Other, net	(129.8)		(81.0)
Net cash used by operating activities	(2.9)		(134.4)
Investing activities:
Purchases of property, plant, and equipment	(39.1)		(32.5)
Purchases of businesses, net of cash acquired	(18.1)		(3.8)
Proceeds from sale of property, plant, and equipment	5.8		1.8


Net cash used by investing activities	(51.4)		(34.5)
Financing activities:

Payments on long-term debt and finance lease obligations	(10.5)		(12.0)
Proceeds under revolving credit facilities	376.8		491.4
Payments under revolving credit facilities	(319.8)		(294.3)

Taxes paid related to net share settlements of stock-based compensation awards	(8.3)		(7.2)
Purchases of treasury stock	(2.5)		(24.0)
Stock option exercises	2.1		8.4

Other	1.1		8.5
Net cash provided by financing activities	38.9		170.8
Effect of exchange rate changes on cash and cash equivalents	7.8		(8.0)
Net decrease in cash and cash equivalents	(7.6)		(6.1)
Cash and cash equivalents at beginning of period	385.3		251.5
Cash and cash equivalents at end of period	$	377.7	$	245.4
Supplemental disclosure of cash flow information:
Cash paid during the period for:
Income taxes	$	21.2	$	17.3
Interest, net of capitalized interest	22.0		11.9
Non-cash activities:

Additions of property, plant, and equipment included in trade accounts payable and other accrued expenses	$	5.3	$	2.5
Additions of property, plant, and equipment under a finance lease obligation	17.3		5.4
Additions of assets under an operating lease obligation	21.2		33.3

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

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Univar Solutions Inc.

Notes to Condensed Consolidated Financial Statements (Unaudited)

1. Basis of presentation

Financial statement presentation

The unaudited interim condensed consolidated financial statements of Univar Solutions Inc. (the “Company,” “we,” “our,” and “us”) have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim reporting. Accordingly, certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles (“US GAAP”) have been condensed or omitted. These unaudited interim condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2022.

In the opinion of management, the unaudited interim condensed consolidated financial statements include all normal and recurring adjustments necessary for a fair presentation of the Company’s financial position, results of operations, and cash flows for the periods presented. The results of operations for the interim periods presented are not necessarily indicative of the results of operations to be expected for the full year. Certain immaterial prior period amounts have been reclassified to conform to the current period presentation.

Agreement and Plan of Merger with Windsor Parent, L.P. and Windsor Merger Sub, Inc.

On March 13, 2023, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Windsor Parent, L.P., a Delaware limited partnership (“Parent”), and Windsor Merger Sub, Inc., a Delaware corporation and an indirect wholly owned subsidiary of Parent (“Merger Sub”). Parent and Merger Sub are affiliates of funds managed by affiliates of Apollo Global Management, Inc. (“Apollo”), an alternative asset manager, and Platinum Falcon B 2018 RSC Limited (“Platinum Falcon”), an indirect wholly owned subsidiary of the Abu Dhabi Investment Authority.

The Merger Agreement provides that, among other things, and on the terms and subject to the conditions of the Merger Agreement, (i) Merger Sub will merge with and into the Company (the “Merger”), with the Company surviving the Merger as an indirect wholly owned subsidiary of Parent and (ii) at the effective time of the Merger (the “Effective Time”), each issued and outstanding share of the Company’s common stock (other than (a) certain shares owned by the Company as treasury stock or otherwise or by Parent or Merger Sub and certain shares owned by any direct or indirect wholly owned subsidiary of Parent (other than Merger Sub) or of the Company, (b) shares issued and outstanding immediately prior to the Effective Time which are held by stockholders who have properly demanded appraisal for such shares pursuant to Section 262 of the General Corporation Law of the State of Delaware and have complied with and have not waived, effectively withdrawn, or lost their right to appraisal under Delaware law with respect to such shares, and (c) shares covered by share awards granted subject to any time-based vesting, forfeiture, or other lapse restrictions), will be automatically converted into the right to receive $36.15 per share in cash, without interest.

The Company’s Board of Directors has unanimously approved the Merger Agreement and the transactions contemplated thereby and the Merger is expected to close in the second half of 2023. If the Merger is consummated, the Company’s common stock will be delisted from the New York Stock Exchange and deregistered under the Securities Exchange Act of 1934 at or after the Effective Time.

The Closing (as defined in the Merger Agreement) of the Merger is subject to the fulfillment or waiver of certain customary mutual closing conditions, including: (i) the adoption of the Merger Agreement by holders of a majority of the outstanding shares of the Company’s common stock, (ii) the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the receipt of certain other regulatory approvals, including other applicable antitrust and foreign investment reviews, and (iii) the absence of any order, decree, or ruling by any other governmental entity in any jurisdiction in which Parent or the Company have material business operations and the absence of any law, statute, rule, regulation, decree, injunction, or order in any jurisdiction in which Parent or the Company have material business operations that prohibits or makes the consummation of the Merger illegal. The obligation of each party to consummate the Merger is also conditioned upon certain unilateral closing conditions, including the other party’s representations and warranties being accurate (subject to certain customary materiality exceptions) and the other party having performed in all material respects all obligations and complied in all material respects with its covenants in the Merger Agreement. The obligation of Parent to consummate the Merger is additionally conditioned upon the absence of a material adverse effect, as specified in the Merger Agreement, on the Company since the execution of the Merger Agreement. The availability of financing is not a condition to the consummation of the Merger.

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The Company has incurred, and will continue to incur, significant costs, expenses, and fees for professional services and other transaction costs in connection with the Merger. See “Note 5: Supplemental financial information” for additional information on Merger transaction costs. The Company is required to pay Parent a termination fee of $204.2 million in cash upon termination of the Merger Agreement under specified circumstances, including, among others, the Board of Directors effecting a Change of Recommendation (as defined in the Merger Agreement) or the termination of the Merger Agreement by the Company to enter into a definitive contract with respect to a Superior Proposal (as defined in the Merger Agreement).

The Merger Agreement also provides that a reverse termination fee of $379.2 million in cash will be payable by Parent to the Company under specified circumstances, including, among others, if (i) Parent fails to timely consummate the Merger following the completion of the Marketing Period (as defined in the Merger Agreement) after the satisfaction or waiver of certain closing conditions and the Company standing ready to consummate the Closing and (ii) Parent materially breaches its representations, warranties, covenants, or agreements under the Merger Agreement such that there is a failure of certain conditions to the Merger that is not timely cured. The Merger Agreement further provides that a regulatory termination fee of $291.7 million in cash will be payable by Parent to the Company under specified circumstances, including if (i) the Company or Parent terminates the Merger Agreement as of the End Date (as defined in the Merger Agreement) and all conditions to Closing have been satisfied other than regulatory-related conditions (including approval by the Committee on Foreign Investment in the United States) or (ii) the Company or Parent terminates the Merger Agreement due to a final, non-appealable order enjoining or prohibiting the Merger that relates to an antitrust or foreign investment law.

The foregoing summary of the Merger Agreement and the transactions contemplated thereby does not purport to be complete and is subject to and qualified in its entirety by the full text of the Merger Agreement.

Recently adopted accounting pronouncements

In October 2021, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update ("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 Company adopted this guidance on a prospective basis effective January 1, 2023, which did not 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 disclosures 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 adopted the standard in the first quarter of 2023, which did not impact the consolidated financial statements and disclosures as the Company has not had significant activity under supplier finance programs.

2. Business combinations

ChemSol Group

On February 6, 2023, the Company acquired ChemSol Group, a leading ingredients and specialty chemical distributor in Central America, for cash consideration of $18.0 million, net of cash acquired of $1.7 million and subject to closing adjustments. Contingent consideration of up to $5.0 million was determined to have no acquisition date fair value as certain financial targets are not expected to be achieved. The transaction was accounted for under the acquisition method of accounting and the results of operations are included in the LATAM segment. The preliminary purchase price allocation included identified intangible assets related to customer relationships and trade names of $4.1 million and $0.9 million, respectively, and $3.2 million in goodwill, which is included in the LATAM segment and is not deductible for income tax purposes.

Vicom Distribución Productos Quimicos, S.L. (“Vicom”)

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 Europe and the Middle East and Africa ("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.

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3. Goodwill and intangible assets, net

Goodwill

The following is a summary of goodwill activity by segment:


(in millions)	USA		EMEA		Canada		LATAM		Total
Balance as of December 31, 2022	$	1,812.6	$	12.6	$	402.5	$	60.5	$	2,288.2
Acquisitions	—		—		—		3.2		3.2



Foreign currency translation	—		—		0.9		2.6		3.5
Balance as of March 31, 2023	$	1,812.6	$	12.6	$	403.4	$	66.3	$	2,294.9

Intangible assets, net

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


	March 31, 2023						December 31, 2022
(in millions)	Gross		Accumulated amortization		Net		Gross		Accumulated amortization		Net
Customer relationships	$	935.9	$	(777.6)	$	158.3	$	929.6	$	(765.2)	$	164.4
Other	169.8		(166.4)		3.4		167.0		(164.4)		2.6
Total intangible assets	$	1,105.7	$	(944.0)	$	161.7	$	1,096.6	$	(929.6)	$	167.0

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

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


(in millions)
2023	$	43.1
2024	34.0
2025	30.1
2026	25.1
2027	19.8

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4. 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:


	Three months ended March 31,
(in millions)	2023		2022
USA
Chemical distribution	$	1,652.4	$	1,777.1
Services	76.8		66.1
Total external customer net sales	$	1,729.2	$	1,843.2
EMEA
Chemical distribution	$	514.1	$	562.2

Total external customer net sales	$	514.1	$	562.2
Canada
Chemical distribution	$	274.2	$	293.4

Total external customer net sales	$	274.2	$	293.4
LATAM
Chemical distribution	$	165.2	$	180.7
Services	2.2		3.1
Total external customer net sales	$	167.4	$	183.8
Consolidated
Chemical distribution	$	2,605.9	$	2,813.4
Services	79.0		69.2
Total external customer net sales	$	2,684.9	$	2,882.6

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 condensed consolidated balance sheets. Deferred revenues as of March 31, 2023 and December 31, 2022 were $6.9 million and $15.3 million, respectively.

Revenue recognized for the three months ended March 31, 2023 and 2022 from amounts included in contract liabilities at the beginning of the respective periods was $12.1 million and $3.4 million, respectively.

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5. Supplemental financial information

Other operating expenses, net

Other operating expenses, net consisted of the following:


	Three months ended March 31,
(in millions)	2023		2022
Acquisition and integration related expenses	$	0.2	$	—
Stock-based compensation expense	10.6		13.9
Restructuring charges	0.8		—



Gain on sale of property, plant, and equipment	(0.5)		(0.9)
Merger transaction costs	13.8		—
Other	0.5		2.7
Total other operating expenses, net	$	25.4	$	15.7

Other (expense) income, net

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


	Three months ended March 31,
(in millions)	2023		2022


Foreign currency (loss) gain, net	$	(4.9)	$	0.5
Undesignated derivative instruments	0.1		5.0


Non-operating retirement (costs) benefits	(1.0)		2.6


Other	(0.6)		(0.4)
Total other (expense) income, net	$	(6.4)	$	7.7

Cash and cash equivalents

Certain of the Company’s subsidiaries participate in a multi-currency, notional cash pooling arrangement with a third-party bank provider 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 condensed consolidated balance sheets. As of March 31, 2023, the net cash position of the Notional Cash Pool was $39.4 million, which consisted of a gross cash balance of $73.4 million less a bank overdraft balance of $34.0 million. 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.

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. Changes in the allowance for doubtful accounts were as follows:


(in millions)
Balance as of December 31, 2022	$	13.1
Provision for credit losses	0.8
Write-offs	(0.7)



Foreign exchange	0.3
Balance as of March 31, 2023	$	13.5

Property, plant, and equipment, net


(in millions)	March 31, 2023		December 31, 2022
Property, plant, and equipment, at cost	$	2,342.3	$	2,303.9
Less: accumulated depreciation	(1,265.5)		(1,248.9)
Property, plant, and equipment, net	$	1,076.8	$	1,055.0

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6. Earnings per share

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


	Three months ended March 31,
(in millions, except per share data)	2023		2022



Net income	$	83.1	$	180.8

Weighted average common shares outstanding
Basic	157.9		169.6
Effect of dilutive securities: stock compensation plans	1.8		1.7
Diluted	159.7		171.3

Income per common share


Basic	$	0.53	$	1.07


Diluted	$	0.52	$	1.06

For the three months ended March 31, 2023 and 2022, weighted average common shares for stock-based compensation awards that were not included in the computation of diluted earnings per share because their inclusion would be anti-dilutive were less than 0.1 million.

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 10: 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 until final settlement in February 2023 as its inclusion would have been anti-dilutive.

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7. Debt

Short-term financing

As of March 31, 2023, the Company had outstanding short-term financing facilities of $1.2 million related to bank overdrafts. The Company had no outstanding balance as of December 31, 2022.

The Company had $129.3 million and $127.7 million of outstanding letters of credits as of March 31, 2023 and December 31, 2022, respectively.

Long-term debt

Long-term debt consisted of the following:


(in millions)	March 31, 2023		December 31, 2022
Senior Term Loan Facilities:
Term B-5 Loan due 2026, variable interest rate of 6.84% and 6.38% at March 31, 2023 and December 31, 2022, respectively	$	387.0	$	388.0
Term B-6 Loan due 2028, variable interest rate of 6.59% and 6.13% at March 31, 2023 and December 31, 2022, respectively	982.5		985.0
Asset Backed Loan (“ABL”) Facilities:
Senior ABL Credit Facility due 2027, variable interest rate of 6.06% and 5.59% at March 31, 2023 and December 31, 2022, respectively	410.0		353.0
Senior ABL Term Loan due 2027, variable interest rate of 6.64% and 6.17% at March 31, 2023 and December 31, 2022, respectively	200.0		200.0
Senior Unsecured Notes:
Senior Unsecured Notes due 2027, fixed interest rate of 5.13% at March 31, 2023 and December 31, 2022	454.0		454.0
Finance lease obligations	115.0		104.3
Total long-term debt before unamortized debt issuance costs and discount	2,548.5		2,484.3
Less: unamortized debt issuance costs and discount on debt	(17.5)		(18.5)
Total long-term debt	2,531.0		2,465.8
Less: current maturities	(40.6)		(38.9)
Total long-term debt, excluding current maturities	$	2,490.4	$	2,426.9

The weighted average interest rate on long-term debt, including the effect of designated and undesignated derivative instruments (refer to “Note 11: Derivatives” for more information), was 4.56% and 4.36% as of March 31, 2023 and December 31, 2022, respectively.

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.


	March 31, 2023				December 31, 2022
(in millions)	Carrying amount		Fair value		Carrying amount		Fair value
Total long-term debt	$	2,531.0	$	2,550.6	$	2,465.8	$	2,459.3

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8. Employee benefit plans

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


	Domestic					Foreign
	Three months ended March 31,				Three months ended March 31,
(in millions)	2023		2022			2023		2022
Service cost (1)	$	—	$	—		$	0.3	$	0.3
Interest cost (2)	6.2		5.2			3.9		2.9
Expected return on plan assets (2)	(5.1)		(7.6)			(3.8)		(3.0)
Amortization of prior service credit (2)	—		—			(0.2)		(0.1)
Net periodic benefit cost (income)	$	1.1	$	(2.4)		$	0.2	$	0.1

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

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

Multi-employer pension plan withdrawal liability

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 of the Central States, Southeast, and Southwest Areas Pension Plan (“Central States Pension Fund”), 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 March 31, 2023, this balance has not been adjusted and represents the Company's best estimate of its withdrawal liability.

The Company estimates its cash obligation to be approximately $1.9 million annually for 20 years subsequent to an agreed final funding assessment with the Central States Pension Fund. 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 accrued expenses and other long-term liabilities in the condensed consolidated balance sheets.

9. Income taxes

The income tax expense and effective income tax rate for the three months ended March 31, 2023 and 2022 were as follows:


	Three months ended March 31,
(in millions)	2023			2022
Income tax expense	$	25.3		$	64.7
Effective income tax rate	23.3		%	26.4		%

The Company’s 2023 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.

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. The tax-related provisions of the IRA do not have a material impact on the Company's consolidated financial statements.

10. 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.

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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. At final settlement in February 2023, the Company received an additional delivery of approximately 0.5 million shares of its 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 was 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 0.1 million shares for $2.5 million during the three months ended March 31, 2023 and approximately 0.7 million shares for $24.0 million during the three months ended March 31, 2022. The Company’s remaining stock repurchase authorization under the program was approximately $1,038.4 million as of March 31, 2023. While the Merger Agreement is in effect, the Company is prohibited from repurchasing shares of its common stock, except in limited circumstances detailed in the Merger Agreement. In this regard, the Company's ability to make repurchases pursuant to the share repurchase program is limited to an amount not to exceed $300.0 million per fiscal year.

Stock-based compensation

The Company grants stock-based compensation awards to employees and non-employee directors under the Univar Solutions Inc. 2020 Omnibus Incentive Plan. Most of the Company’s stock-based compensation awards to employees are granted in the first quarter of each year.

During the three months ended March 31, 2023, the Company granted the following stock-based awards to employees:

•671,702 of restricted stock units (“RSUs”) with a weighted-average fair value of $34.69 per share; and

•245,600 of performance-based restricted stock units ("PRSUs") with a weighted-average fair value of $36.44 per share.

As of March 31, 2023, the Company has unrecognized stock-based compensation expense related to non-vested RSUs of $29.6 million, which will be recognized over a weighted-average period of 1.5 years, and non-vested PRSUs of $11.9 million, which will be recognized over a weighted-average period of 1.6 years.

11. 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 Credit Facility (previously the North American ABL Facility).

In March 2023, the Company executed two interest rate swap contracts, both effective June 30, 2023, to reduce its exposure to interest rate risk on floating rate debt. These interest rate swap contracts contain an aggregate notional value of $400.0 million through June 2028.

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.

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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.

Notional amounts and fair value of derivative instruments

The following table presents the notional amounts of the Company’s derivative instruments by type, excluding interest rate swap contracts that are not yet effective:


(in millions)	March 31, 2023		December 31, 2022
Designated Derivatives:
Interest rate swap contracts	$	650.0	$	650.0
Cross currency swap contracts	381.0		381.0
Undesignated Derivatives:
Foreign currency derivatives	$	119.8	$	149.2
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 to be reclassified to consolidated statement of operations within the next 12 months
	Three months ended March 31,
(in millions)	2023		2022
Effect of derivative instruments designated and qualifying as cash flow hedges:
Interest rate swap contracts	$	(9.4)	$	32.2	$	20.9
Cross currency swap contracts	(4.0)		24.8		19.1

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


	Three months ended March 31,
	2023				2022
(in millions)	Interest expense		Other (expense) income, net		Interest expense		Other (expense) income, net
Total amounts per Condensed Consolidated Statements of Operations	$	(33.2)	$	(6.4)	$	(22.2)	$	7.7

Effect of derivative instruments designated and qualifying as cash flow hedges:
Interest rate swap contracts	$	4.8	$	—	$	(2.6)	$	—
Cross currency swap contracts	4.7		(4.8)		0.4		10.3

Effect of undesignated derivatives:
Foreign currency derivatives	$	—	$	0.3	$	—	$	0.9
Interest rate swap contracts	—		—		—		2.9
Cross currency swap contracts	—		(0.2)		—		1.2

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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
(in millions)	Balance Sheet Classification	March 31, 2023		December 31, 2022		Balance Sheet Classification	March 31, 2023		December 31, 2022
Designated Derivatives:
Cross currency swap contracts	Prepaid expenses and other current assets	$	19.1	$	19.7	Other accrued expenses	$	—	$	—
Cross currency swap contracts	Other assets	28.0		35.4		Other long-term liabilities	—		—
Interest rate swap contracts	Prepaid expenses and other current assets	20.9		19.0		Other accrued expenses	—		—
Interest rate swap contracts	Other assets	25.4		35.2		Other long-term liabilities	6.3		—
Total designated derivatives		$	93.4	$	109.3		$	6.3	$	—

Undesignated Derivatives:
Foreign currency contracts	Prepaid expenses and other current assets	$	—	$	—	Other accrued expenses	$	0.3	$	0.9
Cross currency swap contracts	Prepaid expenses and other current assets	1.0		1.0		Other accrued expenses	—		—
Cross currency swap contracts	Other assets	1.4		1.8		Other long-term liabilities	—		—
Interest rate swap contracts	Prepaid expenses and other current assets	2.6		2.7		Other accrued expenses	—		—
Interest rate swap contracts	Other assets	—		0.5		Other long-term liabilities	—		—
Total undesignated derivatives		$	5.0	$	6.0		$	0.3	$	0.9

Total derivatives		$	98.4	$	115.3		$	6.6	$	0.9

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.

12. 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 December 31, 2022	$	72.2	$	16.1	$	(433.0)	$	(344.7)
Other comprehensive (loss) income before reclassifications	(10.0)		—		22.0		12.0
Amounts reclassified from accumulated other comprehensive loss	(3.5)		(0.2)		—		(3.7)

Net current period other comprehensive (loss) income	(13.5)		(0.2)		22.0		8.3
Balance as of March 31, 2023	$	58.7	$	15.9	$	(411.0)	$	(336.4)

Balance as of December 31, 2021	$	(10.8)	$	16.7	$	(368.6)	$	(362.7)

Other comprehensive income before reclassifications	42.5		—		17.2		59.7
Amounts reclassified from accumulated other comprehensive loss	(6.1)		(0.1)		—		(6.2)

Net current period other comprehensive income (loss)	36.4		(0.1)		17.2		53.5
Balance as of March 31, 2022	$	25.6	$	16.6	$	(351.4)	$	(309.2)

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


	Statement of Operations Classification	Three months ended March 31,
(in millions)		2023 (1)		2022 (1)
Amortization of defined benefit pension items:
Prior service credit	Other (expense) income, net	$	(0.2)	$	(0.1)
Tax expense	Income tax expense	—		—
Net of tax		(0.2)		(0.1)
Cash flow hedges:
Interest rate swap contracts	Interest expense	(4.8)		2.6
Cross currency swap contracts	Interest expense and other (expense) income, net	0.1		(10.7)
Tax expense	Income tax expense	1.2		2.0
Net of tax		(3.5)		(6.1)
Total reclassifications for the period, net of tax		$	(3.7)	$	(6.2)

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

13. 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 March 31, 2023, there were approximately 242 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.

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 interest and penalties on the unpaid tax. The proposed assessment against the Company, inclusive of interest and penalties of Canadian Dollar ("C$") 22.9 million, totals C$51.9 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.

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Stockholder Litigation

In connection with the Merger Agreement, two complaints have been filed as individual actions in federal court. The complaints are captioned O’Dell v. Univar Solutions Inc., et al., No. 1:23-cv-03314 (S.D.N.Y., April 20, 2023) and Wang v. Univar Solutions Inc., et al., No. 1:23-cv-03370 (S.D.N.Y., April 21, 2023) (collectively, the “Complaints”). In addition to the Complaints, on April 25, 2023, May 1, 2023, and May 2, 2023, purported stockholders of the Company sent demand letters (the "Demands," and together with the Complaints, the "Actions") in connection with the Merger Agreement.

The Actions generally allege that the preliminary proxy statement filed by the Company on April 13, 2023 in connection with the Merger Agreement (the “Preliminary Proxy”) misrepresents and/or omits certain purportedly material information. The Actions assert violations of Section 14(a) and 20(a) of the Exchange Act and Rule 14a-9 promulgated thereunder by the Company and the members of its Board of Directors. The Actions seek, among other things: to enjoin the consummation of the transactions contemplated by the Merger Agreement unless and until the purportedly material information omitted from the Preliminary Proxy is disclosed; rescission or rescissory damages in the event the transactions contemplated by the Merger Agreement are consummated; direction for an accounting to the plaintiffs for all damages suffered as a result of the purported wrongdoing; an award of costs and disbursements of the actions, including reasonable attorneys’ and expert fees and expenses; and any other relief the court may deem just and proper.

The Company cannot predict the outcomes of the Actions but believes that they are without merit. If additional similar complaints are filed or demands are sent, absent new or significantly different allegations, the Company will not necessarily disclose such additional filings or demands.

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 126 locations, some that are now or were previously Company-owned/occupied and some that were never Company-owned/occupied (“non-owned sites”).

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

In determining the appropriate level of environmental 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.

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Changes in total environmental liabilities, which were measured on an undiscounted basis, were as follows:


(in millions)
Environmental liabilities as of December 31, 2022	$	90.9
Revised obligation estimates	3.7
Payments	(5.9)

Environmental liabilities as of March 31, 2023	$	88.7


(in millions)	Balance Sheet Classification	March 31, 2023		December 31, 2022
Current environmental liabilities	Other accrued expenses	$	32.0	$	36.5
Long-term environmental liabilities	Other long-term liabilities	56.7		54.4

As of March 31, 2023, receivables for insurance recoveries of $6.7 million and $9.8 million were recorded within prepaid expenses and other current assets and other assets, respectively, in the condensed consolidated balance sheets. 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 condensed consolidated balance sheets. No insurance recoveries were recorded for the three months ended March 31, 2023. Insurance recoveries of $9.2 million were recorded within warehousing, selling, and administrative expenses in the condensed consolidated statements of operations for the three months ended March 31, 2022.

14. 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 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 (expense) income, net (for both, see “Note 5: Supplemental financial information”).

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

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


(in millions)	USA		EMEA		Canada		LATAM		Other/ Eliminations(1)		Consolidated
Net sales
Three months ended March 31, 2023
External customers	$	1,729.2	$	514.1	$	274.2	$	167.4	$	—	$	2,684.9
Inter-segment	26.5		0.6		1.6		—		(28.7)		—
Net sales	$	1,755.7	$	514.7	$	275.8	$	167.4	$	(28.7)	$	2,684.9

Three months ended March 31, 2022
External customers	$	1,843.2	$	562.2	$	293.4	$	183.8	$	—	$	2,882.6
Inter-segment	28.5		0.7		1.8		—		(31.0)		—
Net sales	$	1,871.7	$	562.9	$	295.2	$	183.8	$	(31.0)	$	2,882.6

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

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	Three months ended March 31,
(in millions)	2023		2022
Adjusted EBITDA
USA	$	145.8	$	209.2
EMEA	44.3		63.8
Canada	25.4		36.7
LATAM	9.9		16.2
Other/Eliminations (1)	(10.0)		(6.6)
Consolidated	$	215.4	$	319.3

(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.

The following table is a reconciliation of net income to Adjusted EBITDA for the three months ended March 31, 2023 and 2022:


	Three months ended March 31,
(in millions)	2023		2022
Net income	$	83.1	$	180.8


Depreciation	32.4		32.9
Amortization	11.2		11.8
Interest expense, net	31.4		21.1
Income tax expense	25.3		64.7
EBITDA	183.4		311.3
Other operating expenses, net	25.4		15.7
Other expense (income), net	6.4		(7.7)
Impairment charges	0.2		—



Adjusted EBITDA	$	215.4	$	319.3

15. 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.

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

This Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is based on financial data derived from the financial statements prepared in accordance with US GAAP and certain other financial data that is prepared using non-GAAP financial measures. For a reconciliation of each non-GAAP financial measure to its most comparable GAAP measure, see “Analysis of Segment Results” within this Item and “Note 14: Segments” to our condensed consolidated financial statements in Item 1 of this Quarterly Report on Form 10-Q. Refer to “Non-GAAP Financial Measures” within this Item for more information about our use of non-GAAP financial measures.

Our MD&A is provided in addition to the accompanying condensed consolidated financial statements and notes to assist readers in understanding our results of operations, financial condition, and cash flows. The MD&A should be read in conjunction with both the unaudited consolidated financial information and related notes included in this Form 10-Q and the MD&A included in our Annual Report on Form 10-K for the year ended December 31, 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.

Proposed Merger

On March 13, 2023, we entered into the Merger Agreement with Parent and Merger Sub. See “Note 1: Basis of presentation” in Item 1 of this Quarterly Report on Form 10-Q for additional information.

Factors Affecting Comparability of Results

Acquisitions

On February 6, 2023, we acquired ChemSol Group, a leading ingredients and specialty chemical distributor in Central America.

On July 29, 2022, we acquired Vicom Distribución Productos Quimicos, S.L., a leading regional specialty chemicals distributor in Spain and Portugal.

See “Note 2: Business combinations” in Item 1 of this Quarterly Report on Form 10-Q for additional information regarding the acquisitions 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. The tax-related provisions of the IRA do not have a material impact on the Company's consolidated financial statements.

Market Conditions

We market and sell commodity and specialty chemicals and ingredients that are used in manufacturing processes and as components in the production of 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 that can change rapidly. Over the last several years, a combination of factors has impacted and disrupted global trade flows, which has resulted in dynamic and inflationary pricing conditions, in various end markets and geographies.

Starting in late 2022, we began to see an abatement of significant disruption within supply chains, as well as monetary policy changes designed to increase the cost of capital and rein in inflation. These changes have put downward pressure on demand as customers throughout the value chain reduce inventory positions in favor of larger cash positions. Despite the downward

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pressure in demand, we continue to see strength in one of our core value propositions, which is to de-risk supply chains for our customers and suppliers.

In such a dynamic environment, we are focused on connectivity with our customers and supply base to better understand demand and supply impacts on their operations. We believe our value as a distributor has grown over the past several years as we have demonstrated reliability, consistency, and security of supply. 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 March 31, 2023, with corresponding impacts from the current environment are as follows (percentages represent 2023 first quarter Consolidated Net sales):

Chemicals and Services (67%) - Within our Chemicals and Services sales channel, we continue to see resilient growth in inorganic chemistries as well as our Energy and Mining markets. We have a focus on expanding our role in Municipal and Industrial Water treatment, with a wide array of chemistries and services designed to help manage and purify water. In our core chemical distribution, we are seeing lower demand in product sales; however, cost and pricing remains higher as the prior period inflation is entrenched in the supply chain. We are seeing pockets of increased demand in select end markets tied to electric vehicle and green energy production.

Ingredients and Specialties (33%) - Our Ingredients and Specialties sales channel has experienced the impacts of a decline in consumer demand, particularly within Coatings, Adhesives, Sealants, and Elastomers and Personal Care, as customers react to lower demand, a need to destock existing inventories, and some deflationary pressures. We are encouraged by our Pharma and Lubricants businesses as we drive ongoing business activity with the support of our formulations lab and technically focused sales strategy. In Food, we are seeing the benefits of our specialty ingredients focus, despite the volatility in certain pricing categories. In Household and Industrial Cleaning, we are beginning to see the return of the automotive care industry as pricing normalization returns.

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Results of Operations


	Three months ended March 31,				Favorable (unfavorable)		% Change
(in millions)	2023		2022
Net sales	$	2,684.9	$	2,882.6	$	(197.7)	(6.9)	%
Cost of goods sold (exclusive of depreciation)	2,045.6		2,153.1		107.5		(5.0)	%
Operating expenses:
Outbound freight and handling	117.4		115.9		(1.5)		1.3	%
Warehousing, selling, and administrative	306.5		294.3		(12.2)		4.1	%
Other operating expenses, net	25.4		15.7		(9.7)		61.8	%
Depreciation	32.4		32.9		0.5		(1.5)	%
Amortization	11.2		11.8		0.6		(5.1)	%
Impairment charges	0.2		—		(0.2)		N/M
Total operating expenses	493.1		470.6		(22.5)		4.8	%
Operating income	146.2		258.9		(112.7)		(43.5)	%
Other expense:
Interest income	1.8		1.1		0.7		63.6	%
Interest expense	(33.2)		(22.2)		(11.0)		49.5	%


Other (expense) income, net	(6.4)		7.7		(14.1)		(183.1)	%
Total other expense	(37.8)		(13.4)		(24.4)		182.1	%
Income before income taxes	108.4		245.5		(137.1)		(55.8)	%
Income tax expense	25.3		64.7		39.4		(60.9)	%
Net income	$	83.1	$	180.8	$	(97.7)	(54.0)	%


	Three months ended March 31,		Favorable (unfavorable)		% Change
(in millions)	2023					2022
Gross profit (exclusive of depreciation):
Net sales	$	2,684.9	$	2,882.6		$	(197.7)	(6.9)	%
Cost of goods sold (exclusive of depreciation)	2,045.6		2,153.1			107.5		(5.0)	%
Gross profit (exclusive of depreciation)	$	639.3	$	729.5		$	(90.2)	(12.4)	%

Net sales

Net sales decreased $197.7 million, or 6.9%, for the three months ended March 31, 2023. On a constant currency basis, net sales decreased $158.2 million, or 5.5%. The decrease was primarily due to lower demand, partially offset by pricing discipline. Refer to the “Analysis of Segment Results” for additional information.

Gross profit (exclusive of depreciation)

Gross profit (exclusive of depreciation) decreased $90.2 million, or 12.4%, to $639.3 million for the three months ended March 31, 2023. On a constant currency basis, gross profit (exclusive of depreciation) decreased $81.3 million, or 11.1%. The decrease in gross profit (exclusive of depreciation) was primarily attributable to lower demand and higher input cost inflation, partially offset by pricing discipline. Refer to the “Analysis of Segment Results” and “Non-GAAP Financial Measures” for additional information.

Operating expenses

Outbound freight and handling

Outbound freight and handling expenses increased $1.5 million, or 1.3%, for the three months ended March 31, 2023. On a constant currency basis, outbound freight and handling expenses increased $2.7 million, or 2.3%. Refer to the “Analysis of Segment Results” for additional information.

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Warehousing, selling, and administrative

Warehousing, selling, and administrative expenses (“WS&A”) increased $12.2 million, or 4.1%, for the three months ended March 31, 2023. On a constant currency basis, WS&A increased $15.6 million, or 5.3%, primarily attributable to an environmental remediation recovery in the prior year and higher operating costs, partially offset by lower variable compensation. Refer to the “Analysis of Segment Results” for additional information.

Other operating expenses, net

Other operating expenses, net increased $9.7 million for the three months ended March 31, 2023. Refer to “Note 5: Supplemental financial information” in Item 1 of this Quarterly Report on Form 10-Q for additional information.

Depreciation and Amortization

Depreciation expense decreased $0.5 million, or 1.5%, for the three months ended March 31, 2023. On a constant currency basis, depreciation expense decreased $0.1 million, or 0.3%.

Amortization expense decreased $0.6 million, or 5.1%, for the three months ended March 31, 2023, primarily due to certain intangible assets reaching the end of their amortizable lives.

Other expense

Interest expense

Interest expense increased $11.0 million, or 49.5%, for the three months ended March 31, 2023, primarily due to higher average interest rates on floating rate debt. Refer to “Note 7: Debt” in Item 1 of this Quarterly Report on Form 10-Q for additional information.

Other (expense) income, net

Other (expense) income, net changed $14.1 million, or 183.1%, from income of $7.7 million for the three months ended March 31, 2022 to expense of $6.4 million for the three months ended March 31, 2023. Refer to “Note 5: Supplemental financial information” in Item 1 of this Quarterly Report on Form 10-Q for additional information.

Income tax expense

Income tax expense was $25.3 million for the three months ended March 31, 2023, resulting in an effective income tax rate of 23.3%. Income tax expense was $64.7 million for the three months ended March 31, 2022, resulting in an effective income tax rate of 26.4%.

Our 2023 and 2022 effective income tax rates were 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.

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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.

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 14: Segments” in Item 1 of this Quarterly Report on Form 10-Q, “Analysis of Segment Results” within this Item, and “Non-GAAP Financial Measures” within this Item for additional information.

Analysis of Segment Results

USA


	Three months ended March 31,				Favorable (unfavorable)		% Change
(in millions)	2023		2022
Net sales:
External customers	$	1,729.2	$	1,843.2	$	(114.0)	(6.2)	%
Inter-segment	26.5		28.5		(2.0)		(7.0)	%
Total net sales	1,755.7		1,871.7		(116.0)		(6.2)	%
Cost of goods sold (exclusive of depreciation)	1,332.6		1,398.8		66.2		(4.7)	%
Outbound freight and handling	87.9		85.8		(2.1)		2.4	%
Warehousing, selling, and administrative	189.4		177.9		(11.5)		6.5	%
Adjusted EBITDA	$	145.8	$	209.2	$	(63.4)	(30.3)	%


	Three months ended March 31,				Favorable (unfavorable)		% Change
(in millions)	2023		2022
Gross profit (exclusive of depreciation):
Net sales	$	1,755.7	$	1,871.7	$	(116.0)	(6.2)	%
Cost of goods sold (exclusive of depreciation)	1,332.6		1,398.8		66.2		(4.7)	%
Gross profit (exclusive of depreciation)	$	423.1	$	472.9	$	(49.8)	(10.5)	%

External sales decreased $114.0 million, or 6.2%, for the three months ended March 31, 2023, primarily due to lower demand, partially offset by pricing discipline.

Gross profit (exclusive of depreciation) decreased $49.8 million, or 10.5%, for the three months ended March 31, 2023, primarily attributable to lower demand and higher input cost inflation, partially offset by pricing discipline. Gross margin decreased from 25.7% for the three months ended March 31, 2022 to 24.5% for the three months ended March 31, 2023, primarily impacted by input cost inflation, partially offset by pricing discipline.

Outbound freight and handling expenses increased $2.1 million, or 2.4%, for the three months ended March 31, 2023, primarily due to higher delivery costs caused by inflation, partially offset by lower volume.

WS&A increased $11.5 million, or 6.5%, for the three months ended March 31, 2023, primarily attributable to an environmental remediation recovery in the prior year and higher operating costs, partially offset by lower variable compensation. As a percentage of external sales, WS&A increased from 9.7% for the three months ended March 31, 2022 to 11.0% for the three months ended March 31, 2023 primarily due to the decrease in sales and an environmental remediation recovery in the prior year.

Adjusted EBITDA decreased $63.4 million, or 30.3%, for the three months ended March 31, 2023, primarily driven by lower gross profit (exclusive of depreciation) and higher WS&A. Adjusted EBITDA margin decreased from 11.3% in the three months ended March 31, 2022 to 8.4% for the three months ended March 31, 2023, primarily due to lower gross margin.

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EMEA


	Three months ended March 31,				Favorable (unfavorable)		% Change
(in millions)	2023		2022
Net sales:
External customers	$	514.1	$	562.2	$	(48.1)	(8.6)	%
Inter-segment	0.6		0.7		(0.1)		(14.3)	%
Total net sales	514.7		562.9		(48.2)		(8.6)	%
Cost of goods sold (exclusive of depreciation)	396.1		421.3		25.2		(6.0)	%
Outbound freight and handling	16.6		17.0		0.4		(2.4)	%
Warehousing, selling, and administrative	57.7		60.8		3.1		(5.1)	%
Adjusted EBITDA	$	44.3	$	63.8	$	(19.5)	(30.6)	%


	Three months ended March 31,				Favorable (unfavorable)		% Change
(in millions)	2023		2022
Gross profit (exclusive of depreciation):
Net sales	$	514.7	$	562.9	$	(48.2)	(8.6)	%
Cost of goods sold (exclusive of depreciation)	396.1		421.3		25.2		(6.0)	%
Gross profit (exclusive of depreciation)	$	118.6	$	141.6	$	(23.0)	(16.2)	%

External sales decreased $48.1 million, or 8.6%, for the three months ended March 31, 2023. On a constant currency basis, external sales decreased $17.6 million, or 3.1%, primarily due to lower demand, partially offset by pricing discipline.

Gross profit (exclusive of depreciation) decreased $23.0 million, or 16.2%, for the three months ended March 31, 2023. On a constant currency basis, gross profit (exclusive of depreciation) decreased $16.5 million, or 11.7%, primarily due to lower demand and higher input cost inflation. Gross margin decreased from 25.2% for the three months ended March 31, 2022 to 23.1% for the three months ended March 31, 2023, primarily impacted by input cost inflation, partially offset by pricing discipline.

Outbound freight and handling expenses decreased $0.4 million, or 2.4%, for the three months ended March 31, 2023. On a constant currency basis, outbound freight and handling expenses increased $0.4 million, or 2.4%, primarily due to higher delivery costs caused by inflation.

WS&A decreased $3.1 million, or 5.1%, for the three months ended March 31, 2023. On a constant currency basis, WS&A decreased $0.5 million, or 0.8%, primarily due to lower variable compensation, partially offset by higher operating expenses. As a percentage of external sales, WS&A increased from 10.8% for the three months ended March 31, 2022 to 11.2% for the three months ended March 31, 2023 primarily due to the decrease in sales.

Adjusted EBITDA decreased $19.5 million, or 30.6%, for the three months ended March 31, 2023. On a constant currency basis, Adjusted EBITDA decreased $16.4 million, or 25.7%, primarily due to lower gross profit (exclusive of depreciation). Adjusted EBITDA margin decreased from 11.3% for the three months ended March 31, 2022 to 8.6% for the three months ended March 31, 2023, primarily due to lower gross margin.

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Canada


	Three months ended March 31,				Favorable (unfavorable)		% Change
(in millions)	2023		2022
Net sales:
External customers	$	274.2	$	293.4	$	(19.2)	(6.5)	%
Inter-segment	1.6		1.8		(0.2)		(11.1)	%
Total net sales	275.8		295.2		(19.4)		(6.6)	%
Cost of goods sold (exclusive of depreciation)	212.3		220.7		8.4		(3.8)	%
Outbound freight and handling	9.7		9.9		0.2		(2.0)	%
Warehousing, selling, and administrative	28.4		27.9		(0.5)		1.8	%
Adjusted EBITDA	$	25.4	$	36.7	$	(11.3)	(30.8)	%


	Three months ended March 31,				Favorable (unfavorable)		% Change
(in millions)	2023		2022
Gross profit (exclusive of depreciation):
Net sales	$	275.8	$	295.2	$	(19.4)	(6.6)	%
Cost of goods sold (exclusive of depreciation)	212.3		220.7		8.4		(3.8)	%
Gross profit (exclusive of depreciation)	$	63.5	$	74.5	$	(11.0)	(14.8)	%

External sales decreased $19.2 million, or 6.5%, for the three months ended March 31, 2023. On a constant currency basis, external sales decreased $0.7 million, or 0.2%, primarily due to lower demand.

Gross profit (exclusive of depreciation) decreased $11.0 million, or 14.8%, for the three months ended March 31, 2023. On a constant currency basis, gross profit (exclusive of depreciation) decreased $6.7 million, or 9.0%, primarily attributable to lower demand and higher input cost inflation, partially offset by pricing discipline. Gross margin decreased from 25.4% for the three months ended March 31, 2022 to 23.2% for the three months ended March 31, 2023, primarily impacted by input cost inflation, partially offset by pricing discipline.

Outbound freight and handling expenses decreased $0.2 million, or 2.0%, for the three months ended March 31, 2023. On a constant currency basis, outbound freight and handling expenses increased $0.4 million, or 4.0%, primarily due to higher delivery costs caused by inflation.

WS&A increased $0.5 million, or 1.8%, for the three months ended March 31, 2023. On a constant currency basis, WS&A increased by $2.4 million, or 8.6%, primarily due to higher operating costs, partially offset by lower variable compensation. As a percentage of external sales, WS&A increased from 9.5% for the three months ended March 31, 2022 to 10.4% for the three months ended March 31, 2023, primarily due to the decrease in sales.

Adjusted EBITDA decreased $11.3 million, or 30.8%, for the three months ended March 31, 2023. On a constant currency basis, Adjusted EBITDA decreased $9.5 million, or 25.9%, primarily due to lower gross profit (exclusive of depreciation) and increased WS&A. Adjusted EBITDA margin decreased from 12.5% for the three months ended March 31, 2022 to 9.3% for the three months ended March 31, 2023, primarily due to lower gross margin.

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LATAM


	Three months ended March 31,				Favorable (unfavorable)		% Change
(in millions)	2023		2022
Net sales:
External customers	$	167.4	$	183.8	$	(16.4)	(8.9)	%

Total net sales	167.4		183.8		(16.4)		(8.9)	%
Cost of goods sold (exclusive of depreciation)	133.3		143.3		10.0		(7.0)	%
Outbound freight and handling	3.2		3.2		—		—	%
Warehousing, selling, and administrative	21.0		21.1		0.1		(0.5)	%

Adjusted EBITDA	$	9.9	$	16.2	$	(6.3)	(38.9)	%


	Three months ended March 31,				Favorable (unfavorable)		% Change
(in millions)	2023		2022
Gross profit (exclusive of depreciation):
Net sales	$	167.4	$	183.8	$	(16.4)	(8.9)	%
Cost of goods sold (exclusive of depreciation)	133.3		143.3		10.0		(7.0)	%
Gross profit (exclusive of depreciation)	$	34.1	$	40.5	$	(6.4)	(15.8)	%

External sales decreased $16.4 million, or 8.9%, for the three months ended March 31, 2023. On a constant currency basis, external net sales decreased $26.0 million, or 14.1%, primarily due to lower demand, partially offset by pricing discipline.

Gross profit (exclusive of depreciation) decreased $6.4 million, or 15.8%, for the three months ended March 31, 2023. On a constant currency basis, gross profit (exclusive of depreciation) decreased $8.3 million, or 20.5%, primarily due to lower demand and input cost inflation, partially offset by pricing discipline. Gross margin decreased from 22.0% for the three months ended March 31, 2022 to 20.4% for the three months ended March 31, 2023, primarily impacted by input cost inflation, partially offset by pricing discipline.

Outbound freight and handling expenses were flat for the three months ended March 31, 2023 as compared to the three months ended March 31, 2022. On a constant currency basis, outbound freight and handling expenses decreased $0.2 million, or 6.3%.

WS&A decreased $0.1 million, or 0.5%, for the three months ended March 31, 2023. On a constant currency basis, WS&A decreased $1.2 million, or 5.7%, primarily due to corporate allocations and operating costs, partially offset by higher compensation costs. As a percentage of external sales, WS&A increased from 11.5% for the three months ended March 31, 2022 to 12.5% for the three months ended March 31, 2023, primarily due to the decrease in sales.

Adjusted EBITDA decreased $6.3 million, or 38.9%, for the three months ended March 31, 2023. On a constant currency basis, Adjusted EBITDA decreased $6.9 million, or 42.6%, primarily due to lower gross profit (exclusive of depreciation). Adjusted EBITDA margin decreased from 8.8% for the three months ended March 31, 2022 to 5.9% for the three months ended March 31, 2023, primarily due to lower gross margin.

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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 March 31, 2023, liquidity for the Company was $1,147.6 million, comprised of $377.7 million of cash and cash equivalents and $769.9 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 5.0x as of March 31, 2023.

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 7: Debt” in Item 1 of this Quarterly Report on Form 10-Q 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.

We expect our 2023 capital expenditures to be approximately $155 million to $165 million for maintenance and growth, including safety, cost improvements, and ESG investments. Interest payments for 2023 are expected to be approximately $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.

Cash Flows

The following table presents a summary of our cash flows:


	Three months ended March 31,
(in millions)	2023		2022
Net cash used by operating activities	$	(2.9)	$	(134.4)
Net cash used by investing activities	(51.4)		(34.5)
Net cash provided by financing activities	38.9		170.8

Operating Activities

Cash used by operating activities decreased $131.5 million for the three months ended March 31, 2023. The decrease was primarily due to the timing of changes in trade working capital, partially offset by lower net income, exclusive of non-cash items, and the other, net cash flow item.

Cash used by trade working capital, which includes trade accounts receivable, net, inventories, and trade accounts payable, decreased $263.5 million for the three months ended March 31, 2023 as compared to the three months ended March 31, 2022. 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 and a favorable change in inventories related to the timing of purchases, partially offset by an increase in cash used by trade accounts payable primarily attributable to the timing of payments.

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The change in net income, exclusive of non-cash items, decreased $121.4 million from $261.6 million for the three months ended March 31, 2022 to $140.2 million for the three months ended March 31, 2023. Cash used by other, net increased $48.8 million for the three months ended March 31, 2023 as compared to the three months ended March 31, 2022, primarily attributable to accrued compensation and timing differences related to other assets and liabilities.

Investing Activities

Investing cash flows for the three months ended March 31, 2023 included capital expenditures of $39.1 million, cash paid for the ChemSol Group acquisition of $18.0 million, and proceeds of $5.8 million from the sale of property, plant, and equipment. Investing cash flows for the three months ended March 31, 2022 included capital expenditures of $32.5 million, cash paid for acquisitions of $3.8 million, and proceeds of $1.8 million from the sale of property, plant, and equipment.

Financing Activities

Financing cash flows for the three months ended March 31, 2023 included net proceeds under revolving credit facilities of $57.0 million and long-term debt repayments of $10.5 million. Financing cash flows for the three months ended March 31, 2022 included net proceeds under revolving credit facilities of $197.1 million, long-term debt repayments of $12.0 million, and share repurchases of $24.0 million.

Contractual Obligations and Commitments

There were no material changes in the Company’s contractual obligations and commitments since the filing of the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, other than as disclosed in “Note 7: Debt” to the interim condensed consolidated financial statements included in Item 1 of this Quarterly Report on Form 10-Q, as well as the “Liquidity and Capital Resources” included in Item 2 of this Quarterly Report on Form 10-Q.

Critical Accounting Estimates

There were no material changes in the Company’s critical accounting estimates since the filing of the Company’s Annual Report on Form 10-K for the year ended December 31, 2022.

Recently Issued Accounting Pronouncements

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

Forward Looking Statements and Information

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

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

•the expected timing of the completion of the Merger and the ability of the parties to consummate the Merger;

•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;

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•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:

•that a condition to the closing of the Merger may not be satisfied;

•the occurrence of any event that can give rise to termination of the Merger;

•the failure to obtain approval of the Merger by the Company’s stockholders;

•the failure to obtain certain required regulatory approvals or the failure to satisfy any of the other closing conditions to the completion of the Merger within the expected timeframes or at all;

•management’s time and attention being diverted to issues related to the Merger;

•the Company’s ability to meet expectations regarding the timing and completion of the Merger;

•disruption from the Merger making it more difficult to maintain business, contractual, and operational relationships;

•the institution of legal proceedings against the Company, Parent, Merger Sub, and certain of their affiliates related to the Merger;

•the Company becoming unable to retain or hire key personnel due to the Merger;

•the announcement of the Merger having a negative effect on the market price of the Company’s common stock or operating results;

•certain restrictions during the pendency of the proposed Merger that may impact the Company's ability to pursue certain business opportunities or strategic transactions;

•the Company's ability to meet expectations regarding the accounting and tax treatments of the proposed Merger;

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

•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, and product quality issues;

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

•challenges associated with international operations;

•exposure to interest rate and currency fluctuations;

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

•the impacts resulting from the conflict in Ukraine or related geopolitical tensions;

•the ability of the Company to successfully recover from a disaster or other business continuity problem due to a hurricane, flood, earthquake, terrorist attack, war, conflict, pandemic, security breach, cyber-attack, power loss, telecommunications failure, or other natural or man-made event, including the ability to function remotely during long-term disruptions such as the COVID-19 pandemic;

•the impact of public health crises, such as pandemics (including the COVID-19 pandemic) and epidemics and any related Company or governmental policies and actions to protect the health and safety of individuals or governmental policies or actions to maintain the functioning of national or global economies and markets,

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including any quarantine, "shelter in place," "stay at home," workforce reduction, social distancing, shut down, or similar actions and policies;

•actions by third parties, including government agencies; and

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

The Quarterly Report on Form 10-Q, including the uncertainties and factors discussed under “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2022 should be read in full and with the understanding that actual future results may be materially different from expectations expressed or implied by any forward-looking statement. All forward-looking statements made in this Quarterly Report on Form 10-Q are qualified by these cautionary statements. These forward-looking statements are made only as of the date of this Quarterly Report on Form 10-Q and we do not undertake any obligation, other than as may be required by law, to update or revise any forward-looking or cautionary statements to reflect changes in assumptions, the occurrence of events, unanticipated or otherwise and changes in future operating results over time or otherwise.

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

Non-GAAP Financial Measures

We monitor the results of our reportable segments separately for the purposes of making decisions about resource allocation and performance assessment, 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 (expense) income, net (for both, see “Note 5: Supplemental financial information” in Item 1 of this Quarterly Report on Form 10-Q for additional information). For a reconciliation of net income to Adjusted EBITDA, the most comparable measure calculated in accordance with GAAP, see “Note 14: Segments” to our condensed consolidated financial statements in Item 1 of this Quarterly Report on Form 10-Q.

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

Item 3. Quantitative and Qualitative Disclosures about Market Risk

There were no material changes from the “Quantitative and Qualitative Disclosures about Market Risk” disclosed in Part II, Item 7A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2022.

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Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of the Company’s management, including the principal executive officer and principal financial officer, the Company conducted an evaluation as of March 31, 2023 of the effectiveness of the design and operation of its disclosure controls and procedures, as such term is defined under Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934, as amended. Based on this evaluation, the principal executive officer and principal financial officer concluded the Company’s disclosure controls and procedures were effective as of March 31, 2023.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting during the quarter ended March 31, 2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II. OTHER INFORMATION

Item 1. Legal Proceedings

Information pertaining to legal proceedings can be found in Note 13 to the interim condensed consolidated financial statements included in Part I, Item 1. Financial Statements of this report.

Item 1A. Risk Factors

There have been no material changes from the risk factors previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2022, other than the addition of the risks below related to the proposed Merger. For all other risk factors, please refer to our Annual Report on Form 10-K for the year ended December 31, 2022.

Risks Relating to the Proposed Merger

The announcement and pendency of our proposed acquisition by affiliates of Apollo and Platinum Falcon could adversely impact our business, financial condition, and results of operations.

On March 13, 2023, we entered into the Merger Agreement with Parent and Merger Sub. Uncertainty about the effect of the Merger on our employees, customers, and other parties may have an adverse effect on our business, financial condition, and results of operations regardless of whether the Merger is completed. These risks to our business include the following, all of which could be exacerbated by a delay in the completion of the Merger:

•the impairment of our ability to attract, retain, and motivate our employees, including key personnel;

•the diversion of significant management time and resources toward the completion of the Merger;

•difficulties maintaining relationships with customers, suppliers, and other business partners;

•delays or deferments of certain business decisions by our customers, suppliers, and other business partners;

•the inability to pursue alternative business opportunities or make appropriate changes to our business because the Merger Agreement requires us to use reasonable best efforts to conduct our business in the ordinary course and to use commercially reasonable efforts to preserve our business organization intact and to maintain existing relations with key customers, suppliers, lenders, partners, officers, employees, governmental entities, and other third parties with whom we and our subsidiaries have significant business relationships or regulatory relationships and to not engage in certain types of transactions prior to the completion of the Merger;

•litigation relating to the Merger and the costs related thereto; and

•the incurrence of significant costs, expenses, and fees for professional services and other transaction costs in connection with the Merger.

The completion of the Merger is subject to certain closing conditions, including stockholder approval and certain regulatory conditions, and the failure to consummate the Merger within the expected timeframe or at all could adversely impact our business, financial condition, and results of operations.

The respective obligations of the Company and Parent to consummate the Merger are subject to the fulfillment or waiver of certain customary mutual closing conditions, including: (i) the adoption of the Merger Agreement by holders of a majority of the outstanding shares of the Company’s common stock, (ii) the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the receipt of certain other regulatory approvals, including other applicable antitrust and foreign investment reviews, and (iii) the absence of any order, decree, or ruling by any other governmental entity in any jurisdiction in which Parent or the Company have material business operations and the absence of any law, statute, rule, regulation, decree, injunction, or order in any jurisdiction in which Parent or the Company have material business operations that prohibits or makes the consummation of the Merger illegal. The obligation of each party to consummate the Merger is also conditioned upon certain unilateral closing conditions, including the other party’s representations and warranties being accurate (subject to certain customary materiality exceptions) and the other party having performed in all material respects all obligations and complied in all material respects with its covenants in the Merger Agreement. The obligation of Parent to consummate the Merger is additionally conditioned upon the absence of a material adverse effect, as specified in the Merger Agreement, on the Company since the execution of the Merger Agreement.

We can provide no assurance that the closing conditions will otherwise be fulfilled (or waived, if applicable) in a timely manner or at all, and, if all closing conditions are timely fulfilled (or waived, if applicable), we can provide no assurance as to the terms, conditions, and timing of the completion of the Merger. Many of the conditions to completion of the Merger are not within either our, Parent’s, Merger Sub’s, Apollo’s, or Platinum Falcon’s control, and we cannot predict when or if these conditions will be fulfilled (or waived, if applicable).

The Merger Agreement also includes termination provisions for both the Company and Parent, subject, in certain circumstances, to the payment by the Company of a termination fee of $204.2 million in cash upon termination of the Merger Agreement under specified circumstances. If we are required to make this payment, doing so may materially adversely affect our business, financial condition, and results of operations.

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There can be no assurance that a remedy will be available to us in the event of a breach of the Merger Agreement by Parent or its affiliates or that we will wholly or partially recover for any damages incurred by us in connection with the Merger. A failed transaction may result in negative publicity and a negative impression of us among our customers or in the investment community or business community generally. Further, any disruptions to our business resulting from the announcement and pendency of the Merger, including any adverse changes in our relationships with our customers, suppliers, lenders, partners, officers, employees, governmental entities, and other third parties could continue or accelerate in the event of a failed transaction. In addition, if the Merger is not completed, and there are no other parties willing and able to acquire the Company at a price of $36.15 per share or higher, on terms acceptable to us, the share price of the Company’s common stock may decline to the extent that the current market price of the Company’s common stock reflects an assumption that the Merger will be completed.

Also, we have incurred, and will continue to incur, significant costs, expenses, and fees for professional services and other transaction costs in connection with the Merger, for which we will have received little or no benefit if the Merger is not completed. Fees and costs will be payable by us even if the Merger is not completed and may relate to activities that we would not have undertaken other than to complete the Merger.

Lawsuits may be filed against us or our Board of Directors challenging the transactions contemplated by the Merger Agreement or the Merger, which could prevent or delay the completion of the Merger or result in the payment of damages.

Litigation relating to the Merger may be filed against us or our Board of Directors. Among other remedies, claimants could seek damages and/or to enjoin the Merger and the other transactions contemplated by the Merger Agreement. An adverse ruling in any such lawsuit may delay or prevent the proposed Merger from being completed. Any such actions may create uncertainty relating to the Merger and may be costly and distracting to our management.

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

Issuer Purchases of Equity Securities

Information on common stock purchases by the Company during the first quarter of 2023 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)
January 1-31, 2023	—	$	—	—	$	1,040.9
February 1-28, 2023(2)	546,751	91.54		546,751	1,040.8
March 1-31, 2023	75,100	32.31		75,100	1,038.4
Total	621,851	$	84.39	621,851

(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. While the Merger Agreement is in effect, the Company is prohibited from repurchasing shares of its common stock, except in limited circumstances detailed in the Merger Agreement. In this regard, the Company's ability to make repurchases pursuant to the share repurchase program is limited to an amount not to exceed $300.0 million per fiscal year.

(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. At final settlement in February 2023, the Company received an additional delivery of approximately 0.5 million shares of its common stock from Goldman. The Company received approximately 6.3 million shares in total, which resulted in an average repurchase price of $31.66 per share.

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Item 5. Other Information

As previously disclosed on April 7, 2023, Noelle J. Perkins, Senior Vice President, General Counsel and Secretary of Univar Solutions Inc. will depart the Company following a mutually agreeable transition period during which she will remain in her current role. On May 8, 2023, Ms. Perkins and the Company entered into a Transition, Separation and Release Agreement pursuant to which Ms. Perkins will remain with the Company in her current role through June 30, 2023 (“Separation Date”), and will receive a lump sum payment of $2.0 million, subject to the completion of the Company’s proposed Merger and payable within five days following the completion of the Merger. Upon the Separation Date, Ms. Perkins will forfeit any unvested Company equity awards. The Transition, Separation and Release Agreement includes a customary release of claims in favor of the Company and an acknowledgement by Ms. Perkins that she remains subject to her existing restrictive covenants.

Item 6. Exhibits


Exhibit Number						Exhibit Description
2.1***						Agreement and Plan of Merger, entered into by and among Windsor Parent, L.P., Windsor Merger Sub, Inc. and Univar Solutions Inc., dated as of March 13, 2023, incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K of the Company, filed on March 14, 2023.

10.1*†						Form of Employee Restricted Stock Unit Agreement for awards granted to Certain Executives on or after February 17, 2023, 2020 Omnibus Incentive Plan.

10.2*†						Form of Employee Performance-Based Restricted Stock Unit Agreement for awards granted to Certain Executives on or after February 17, 2023, 2020 Omnibus Incentive Plan.

10.3*†						Transition, Separation and Release Agreement, dated May 8, 2023, between the Company and Noelle J. Perkins.

31.1*						Certification of Chief Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2*						Certification of Chief Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1**						Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2**						Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.INS						Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document

101.SCH						Inline XBRL Taxonomy Extension Schema Document

101.CAL						Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF						Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB						Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE						Inline XBRL Taxonomy Extension Presentation Linkbase Document

104						Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

_______________________


†			Identifies each management compensation plan or arrangement.
*			Filed herewith.
**			Furnished herewith.
***			Schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company hereby undertakes to furnish supplemental copies of any of the omitted schedules or exhibits upon request by the SEC; provided that the Company may request confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended, for any schedules or exhibits so furnished.

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SIGNATURES

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


Univar Solutions Inc. (Registrant)

By:						/s/ David C. Jukes
						David C. Jukes President and Chief Executive Officer

Date: May 8, 2023


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

Date: May 8, 2023

Document

Exhibit 10.1

Form of Employee Restricted Stock Unit Agreement

This Employee Restricted Stock Unit Agreement (the “Agreement”), by and between Univar Solutions Inc., a Delaware corporation (the “Company”), and the Employee whose name is set forth on Exhibit A hereto (the “Employee”), is being entered into pursuant to the Univar Solutions Inc. 2020 Omnibus Incentive Plan (as the same may be amended, modified or supplemented from time to time, the “Plan”) and is dated as of the Grant Date set forth on Exhibit A hereto (the “Grant Date”). Capitalized terms that are used but not defined herein shall have the respective meanings given to them in the Plan.

The Company and the Employee hereby agree as follows:

Section 1.Grant of Restricted Stock Units. The Company hereby evidences and confirms its grant to the Employee, effective as of the Grant Date, of the number of Restricted Stock Units (“RSUs”) set forth on Exhibit A hereto. This Agreement is entered into pursuant to, and the RSUs granted hereunder are subject to, the terms and conditions of the Plan, which are incorporated by reference and made part of the Agreement. If there is any inconsistency between any provision of this Agreement and any express term of the Plan, the express term of the Plan shall govern.

Section 2.Vesting of Restricted Stock Units.

(a)Vesting. Except as otherwise provided in this Section 2, the RSUs shall become vested, if at all, on the vesting date(s) set forth on Exhibit A hereto (each, a “Vesting Date”), subject to the continued employment of the Employee by the Company or any Subsidiary thereof through such date. Vested RSUs shall be settled as provided in Section 3 of this Agreement.

(b)Effect of Termination of Employment.

(i)If the Employee’s employment is terminated by reason of the Employee’s death or Disability (such termination, a “Special Termination”), all outstanding unvested RSUs shall vest as of the date of such Special Termination. Vested RSUs shall be settled as provided in Section 3 of this Agreement.

(ii)If the Employee’s employment is terminated by reason of the Employee’s Retirement, (x) if such Retirement occurs prior to the first Vesting Date, then any outstanding unvested RSUs subject to vesting on the first Vesting Date shall continue to vest in accordance with Section 2(a) as if the Employee’s employment had not terminated, and all other outstanding unvested RSUs shall be forfeited and canceled as of the effective date of such Retirement, and (y) if such termination occurs on or after the first Vesting Date, then all outstanding unvested RSUs shall continue to vest in accordance with Section 2(a) as if the Employee’s employment had not terminated. For purposes of this Agreement, “Retirement” means a termination of employment for any reason other than Cause or a Special Termination at age 60 or older, upon attainment of a minimum of 65 total age plus the Employee’s total years of service with the Company and any Subsidiary. Vested RSUs shall be settled as provided in Section 3 of this Agreement.

(iii)Any Other Reason. Upon termination of the Employee’s employment for any reason other than a Special Termination or Retirement (whether initiated by the Company or by the Employee), any unvested RSUs shall be forfeited and canceled effective as of the date of such termination.

(c)Effect of a Change in Control. In the event of a Change in Control, the treatment of any unvested RSUs shall be governed by Article 16 of the Plan; provided, however, that, in the event of a Change in Control that occurs prior to January 1, 2024, the accelerated vesting provided for in Section 16.2(a)(i) of the Plan shall be pro-rated based on a fraction, (i) the numerator of which equals the sum of (A) the number of full and partial months that elapse from January 1, 2023 through the date on which the Change in Control occurs, plus (B) six (6), and (ii) the denominator of which equals thirty-six (36), and the portion of the award that does not vest shall be forfeited. For avoidance of doubt, any accelerated vesting of RSUs that are subject to Section 409A of the Code shall not accelerate the Settlement Date thereof unless permitted by Section 409A of the Code.

(d)Discretionary Acceleration. Notwithstanding anything contained in this Agreement to the contrary, the Committee, in its sole discretion, may accelerate the vesting with respect to any RSUs under this Agreement, at such times and upon such terms and conditions as the Committee shall determine; provided, that, the acceleration of vesting of RSUs that are subject to Section 409A of the Code shall not accelerate the Settlement Date thereof unless permitted by Section 409A of the Code.

(e)No Other Accelerated Vesting. The vesting and settlement provisions set forth in this Section 2, or in Section 3, or expressly set forth in the Plan, shall be the exclusive vesting and exercisability provisions applicable to the RSUs and shall supersede any other provisions relating to vesting and exercisability, unless such other provisions unambiguously and expressly reference, in writing, the Plan by name and this Agreement by name and date.

Section 3.Settlement of Restricted Stock Units.

(a)Timing of Settlement. Subject to Section 7(a), any outstanding RSUs that became vested on a Vesting Date shall be settled into an equal number of Shares on a date selected by the Company that is within 30 days following such Vesting Date (each such date, a “Settlement Date”).

(b)Mechanics of Settlement. On each Settlement Date, the Company shall electronically issue to the Employee one whole Share for each RSU that then became vested (except as provided in Section 7(a)), and, upon such issuance, the Employee’s rights in respect of such RSU shall be extinguished. In the event that there are any fractional RSUs that became vested on such date, such fractional RSUs shall be settled through a cash payment equal to the number of such fractional RSUs multiplied by the Fair Market Value of a Share on such Settlement Date. No fractional Shares shall be issued.

Section 4.Securities Law Compliance. Notwithstanding any other provision of this Agreement, the Employee may not sell the Shares acquired upon settlement of the RSUs unless such Shares are registered under the Securities Act of 1933, as amended (the “Securities Act”), or, if such Shares are not then so registered, such sale would be exempt

from the registration requirements of the Securities Act. The sale of such Shares must also comply with other applicable laws and regulations governing the Shares, and the Employee may not sell the Shares if the Company determines that such sale would not be in material compliance with such laws and regulations.

Section 5.Restriction on Transfer; Non-Transferability of Restricted Stock Units.

(a)The RSUs are not assignable or transferable, in whole or in part, and they may not, directly or indirectly, be offered, transferred, sold, pledged, assigned, alienated, hypothecated or otherwise disposed of or encumbered (including, but not limited to, by gift, operation of law or otherwise) other than by will or by the laws of descent and distribution to the estate of the Employee upon the Employee’s death. Any purported transfer in violation of this Section 5 shall be void ab initio.

(b)The Committee may impose such restrictions on any Shares acquired by Employee under this Agreement as it may deem advisable, including, without limitation, minimum holding period requirements and restrictions under applicable federal securities laws, under the requirements of any stock exchange or market upon which such Shares are then listed or traded, or under any blue sky or state securities laws applicable to such Shares.

Section 6. Restrictive Covenants. In consideration of the receipt of the RSUs granted pursuant to this Agreement, the Employee agrees to be bound by the covenants set forth in Exhibit B to this Agreement, which are incorporated by reference and made part of the Agreement.

Section 7.Miscellaneous.

(a)Tax Matters.

(i)Tax Withholding. The Company shall have the power and the right to deduct or withhold, or require the Employee to remit to the Company, an amount sufficient to satisfy applicable federal, state and local tax withholding requirements, domestic or foreign, with respect to any taxable event arising as a result of the grant, vesting, exercise or settlement of the RSUs. The Company shall have the power and the right to withhold from a Share Payment the number of Shares having a Fair Market Value equal to the minimum statutory withholding requirements. Notwithstanding the immediately preceding sentence, the Company, in its discretion, may withhold Shares from a Share Payment, the number of Shares having a Fair Market Value up to, but not in excess of, the maximum statutory withholding requirements. The term “Share Payment” shall mean the issuance or delivery of Shares upon the grant, vesting, exercise or settlement of the RSUs, as the case may be. The method of withholding set forth in the immediately preceding sentence shall not be available if withholding in this manner would violate any (1) law or regulation or (2) financing instrument of the Company or any of the Subsidiaries.

(ii)Compliance with Section 409A of the Code. If the Employee is not eligible for Retirement during the vesting period applicable to the RSUs, the RSUs are intended to be exempt from Section 409A of the Code. If the Employee

is eligible for Retirement during the vesting period applicable to the RSUs such that some or all of the RSUs are subject to Section 409A of the Code, this Agreement and the RSUs shall be administered and interpreted in compliance with Section 409A of the Code to the extent applicable. Notwithstanding the foregoing, if the Company determines that the RSUs may not either be exempt from or compliant with Section 409A of the Code, the Company may adopt such amendments or other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, that the Company determines are necessary or appropriate, as applicable, to (x) exempt the RSUs from Section 409A of the Code, or (y) comply with the requirements of Section 409A of the Code; provided, however, that there is no obligation on the part of the Company to adopt any such amendment, policy or procedure or take any such other action. If the Employee is a “specified employee” as defined in Section 409A of the Code as of the Employee’s separation from service, to the extent any RSUs are subject to Section 409A of the Code, then to the extent required by Section 409A of the Code, no payments due under this Agreement may be made until the earlier of: (A) the first day of the seventh month following the Employee’s separation from service, or (B) the Employee’s date of death. If this Agreement fails to comply with the requirements of Section 409A of the Code, neither the Company nor any of its Affiliates shall have any liability for any tax, penalty or interest imposed on the Employee by Section 409A of the Code, and the Employee shall have no recourse against the Company or any of its Affiliates for payment of any such tax, penalty or interest imposed by Section 409A of the Code.

(b)Dividend Equivalents. Unless otherwise determined by the Committee, in the event that the Company pays any ordinary dividend in cash on a Share following the Grant Date and prior to an applicable Settlement Date, there shall be credited to the account of the Employee in respect of each outstanding RSU an amount equal to the amount of such dividend. The amount so credited shall be deferred (without interest, unless the Committee determines otherwise) until the settlement of such related RSU and then paid in cash but shall be forfeited upon the forfeiture of such related RSU.

(c)Authorization to Share Personal Data. The Employee authorizes the Company or any Affiliate of the Company that has or lawfully obtains personal data relating to the Employee to divulge or transfer such personal data to the Company or to a third party, in each case in any jurisdiction, if and to the extent reasonably appropriate in connection with this Agreement or the administration of the Plan.

(d)No Rights as Stockholder; No Voting Rights. Except as provided in Section 7(b), the Employee shall have no rights as a stockholder of the Company with respect to any Shares covered by the RSUs prior to the issuance of such Shares.

(e)No Right to Awards. The Employee acknowledges and agrees that the grant of any RSUs (i) is being made on an exceptional basis and is not intended to be renewed or repeated, (ii) is entirely voluntary on the part of the Company and the Subsidiaries and (iii) should not be construed as creating any obligation on the part of the Company or any of the Subsidiaries to offer any RSUs or other Awards in the future.

(f)No Right to Continued Employment. Nothing in this Agreement shall be deemed to confer on the Employee any right to continue in the employ of the Company

or any Subsidiary, or to interfere with or limit in any way the right of the Company or any Subsidiary to terminate such employment at any time.

(g)Interpretation. The Committee shall have full power and discretion to construe and interpret the Plan (and any rules and regulations issued thereunder) and this Award. Any determination or interpretation by the Committee under or pursuant to the Plan or this Award shall be final and binding and conclusive on all persons affected hereby.

(h)Forfeiture of Awards. The RSUs granted hereunder (and gains earned or accrued in connection therewith) shall be subject to such generally applicable policies as to forfeiture and recoupment (including, without limitation, upon the occurrence of material financial or accounting errors, financial or other misconduct or Competitive Activity) as may be adopted by the Committee or the Board from time to time and communicated to the Employee or as required by applicable law, and are otherwise subject to forfeiture or disgorgement of profits as provided by the Plan.

(i)Consent to Electronic Delivery. By entering into this Agreement and accepting the RSUs evidenced hereby, the Employee hereby consents to the delivery of information (including, without limitation, information required to be delivered to the Employee pursuant to applicable securities laws) regarding the Company and the Subsidiaries, the Plan, this Agreement and the RSUs via Company website or other electronic delivery.

(j)Binding Effect; Benefits. This Agreement (including Exhibits A and B hereto) shall be binding upon and inure to the benefit of the parties to this Agreement and their respective successors and assigns. Nothing in this Agreement, express or implied, is intended or shall be construed to give any person other than the parties to this Agreement or their respective successors or assigns any legal or equitable right, remedy or claim under or in respect of any agreement or any provision contained herein.

(k)Waiver; Amendment.

(i)Waiver. Any party hereto or beneficiary hereof may by written notice to the other parties (A) extend the time for the performance of any of the obligations or other actions of the other parties under this Agreement, (B) waive compliance with any of the conditions or covenants of the other parties contained in this Agreement and (C) waive or modify performance of any of the obligations of the other parties under this Agreement. Except as provided in the preceding sentence, no action taken pursuant to this Agreement, including, without limitation, any investigation by or on behalf of any party or beneficiary, shall be deemed to constitute a waiver by the party or beneficiary taking such action of compliance with any representations, warranties, covenants or agreements contained herein. The waiver by any party hereto or beneficiary hereof of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any preceding or succeeding breach and no failure by a party or beneficiary to exercise any right or privilege hereunder shall be deemed a waiver of such party’s or beneficiary’s rights or privileges hereunder or shall be deemed a waiver of such party’s or beneficiary’s rights to exercise the same at any subsequent time or times hereunder.

(ii)Amendment. The Board or Committee may, at any time, amend, suspend or terminate this Agreement, subject to certain limitations set forth in Sections 20.1(b) and (c) of the Plan. Notwithstanding the foregoing, no termination or amendment of this Agreement shall adversely affect in any material way the rights and benefits of the Employee under this Agreement, without the written consent of the Employee, except as otherwise permitted under Sections 4, 20.2 and 20.3 of the Plan.

(l)Assignability. Neither this Agreement nor any right, remedy, obligation or liability arising hereunder or by reason hereof shall be assignable by the Company or the Employee without the prior written consent of the other party.

(m)Applicable Law. This Agreement shall be governed in all respects, including, but not limited to, as to validity, interpretation and effect, by the internal laws of the State of Delaware, without reference to principles of conflict of law that would require application of the law of another jurisdiction. The restrictions in this Section 7(m) shall not apply if Employee’s primary place of employment as of their last day of employment is in California or Washington.

(n)Waiver of Jury Trial. Each party hereby waives, to the fullest extent permitted by applicable law, any right he, she or it may have to a trial by jury in respect of any suit, action or proceeding arising out of this Agreement or any transaction contemplated hereby. Each party (i) certifies that no representative, agent or attorney of any other party has represented, expressly or otherwise, that such other party would not, in the event of litigation, seek to enforce the foregoing waiver and (ii) acknowledges that he, she or it and the other party hereto have been induced to enter into the Agreement by, among other things, the mutual waivers and certifications in this Section 7(n). The restrictions in this Section 7(n) shall not apply if Employee’s primary place of employment as of their last day of employment is in California.

(o)Limitations of Actions. No lawsuit relating to this Agreement may be filed before a written claim is filed with the Committee and is denied or deemed denied as provided in the Plan and any lawsuit must be filed within one year of such denial or deemed denial or be forever barred.

(p)Section and Other Headings, etc. The section and other headings contained in this Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Agreement.

(q)Acceptance of Restricted Stock Units and Agreement. The Employee has indicated his or her consent and acknowledgement of the terms of this Agreement pursuant to the instructions provided to the Employee by or on behalf of the Company. The Employee acknowledges receipt of the Plan, represents to the Company that he or she has read and understood this Agreement and the Plan, and, as an express condition to the grant of the RSUs under this Agreement, agrees to be bound by the terms of both this Agreement and the Plan. The Employee and the Company each agrees and acknowledges that the use of electronic media (including, without limitation, a clickthrough button or checkbox on a website of the Company or a third-party administrator) to indicate the Employee’s confirmation, consent, signature, agreement and delivery of this Agreement and the RSUs is legally valid and has the same legal force and effect as if the Employee and the Company signed and executed this Agreement in

paper form. The same use of electronic media may be used for any amendment or waiver of this Agreement.

Exhibit A to
Employee Restricted Stock Unit Agreement

Employee: %%FIRST_NAME%-% %%LAST_NAME%-%

Grant Date: %%OPTION_DATE,’Month DD, YYYY’%-%

Restricted Stock Units granted hereby: %%TOTAL_SHARES_GRANTED,'999,999,999'%-%

Vesting Date

Shares Vesting

%%VEST_DATE_PERIOD1,’Month DD, YYYY’%-%

%%SHARES_PERIOD1,'999,999,999'%-%

%%VEST_DATE_PERIOD2,’Month DD, YYYY’%-%

%%SHARES_PERIOD2,'999,999,999'%-%

%%VEST_DATE_PERIOD3, ’Month DD, YYYY’%-%

%%SHARES_PERIOD3,'999,999,999'%-%

Exhibit B to
Employee Restricted Stock Unit Agreement

Restrictive Covenants

Section 1 Confidential Information.

1.1The Employee recognizes that the success of the Company and its current or future Affiliates depends upon the protection of information or materials that are confidential and/or proprietary. “Confidential Information” means information or materials that (a) are identified as being confidential or proprietary at the time of disclosure to the Employee (or upon notice thereafter) or (b) should, based on their nature or the circumstances surrounding such disclosure, reasonably be deemed confidential. Confidential Information includes, without limitation, information to which the Employee has access while employed by the Company whether recorded in any medium or merely memorized. By way of example, “Confidential Information” includes without limitation, and whether or not such information is specifically designated as confidential or proprietary: all business plans and marketing strategies; information concerning existing and prospective markets, suppliers and customers; financial information; information concerning the development of new products and services; and technical and non-technical data related to software programs, design, specifications, compilations, Inventions (as defined in Section 3.1 of this Exhibit B), improvements, patent applications, studies, research, methods, devices, prototypes, processes, procedures and techniques. Confidential Information expressly includes information provided to the Company or its Affiliates by third parties under circumstances that require them to maintain the confidentiality of such information. Notwithstanding the foregoing, the Employee shall have no confidentiality obligation with respect to disclosure of any Confidential Information that (a) was, or at any time becomes, available in the public domain other than through a violation of this Agreement or (b) the Employee can demonstrate by written evidence was furnished to the Employee by a third party in lawful possession thereof and who was not under an obligation of confidentiality to the Company or any of its Affiliates.

1.2The Employee agrees that during the Employee’s employment and after termination of employment irrespective of cause, the Employee will use Confidential Information only for the benefit of the Company and its Affiliates. Notwithstanding the foregoing, the Employee may disclose Confidential Information as (a) authorized by applicable law (including, but not limited to, any disclosure of information that satisfies the procedures in SEC Regulation § 240.21F-17) or (b) as required pursuant to an order or requirement of a court, administrative agency or other government body.

This Agreement constitutes notice to the Employee that, under the 2016 Defend Trade Secrets Act (“DTSA”), the following rules shall be applicable: (i) No individual will be held criminally or civilly liable under federal or state trade secret law for the disclosure of a trade secret (as defined under the DTSA) that: (A) is made in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and made solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal so that it is not made public; and (ii) an individual who pursues a lawsuit for retaliation by an employer for reporting a suspected violation of the law may disclose the trade secret to the attorney of the individual and use the trade secret

information in the court proceeding, if the individual files any document containing the trade secret under seal, and does not disclose the trade secret, except as permitted by court order. In addition, if the Employee’s employment is governed by the laws of the United Kingdom, nothing in this Agreement shall prevent the Employee from making a protected disclosure under section 43A of the Employment Rights Act 1996.

1.3The Employee hereby assigns to the Company any rights the Employee may have or acquire in such Confidential Information and acknowledges that all Confidential Information shall be the sole property of the Company and/or its Affiliates or their assigns.

1.4There are no rights granted or any understandings, agreements or representations between the parties hereto, express or implied, regarding Confidential Information that are not specified herein.

1.5The Employee’s obligations under this Section 1 are in addition to any obligations that the Employee has under state or federal law.

1.6The Employee agrees that in the course of the Employee’s employment with the Company, the Employee will not violate in any way the rights that any entity, including former employers, has with regard to trade secrets or proprietary or confidential information.

1.7The Employee’s obligations under this Section 1 are indefinite in term and shall survive the termination of this Agreement.

Section 2 Return of Company Property.

2.1 The Employee acknowledges that all tangible items containing any Confidential Information, including without limitation memoranda, photographs, records, reports, manuals, drawings, blueprints, prototypes, notes, documents, drawings, specifications, software, media and other materials, including any copies thereof (including electronically recorded copies), are the exclusive property of the Company or its applicable Affiliate, and the Employee shall deliver to the Company all such material in the Employee’s possession or control upon the Company’s request and in any event upon the termination of the Employee’s employment with the Company. The Employee shall also preserve and return any keys, equipment, identification or credit cards, or other property belonging to the Company or its Affiliates upon termination of the Employee’s employment or request.

Section 3 Inventions.

3.1 The Employee understands and agrees that all Inventions are the exclusive property of the Company. As used in this Agreement, “Inventions” shall include without limitation ideas, discoveries, developments, concepts, inventions, original works of authorship, trademarks, mask works, trade secrets, ideas, data, information, know-how, documentation, formulae, results, prototypes, designs, methods, processes, products and techniques, improvements to any of the foregoing, and all other matters ordinarily intended by the words “intellectual property,” whether or not patentable, copyrightable, or otherwise able to be registered, that are developed, created, conceived of or reduced to practice (a) by the Employee, alone or with others, (b) during the Employee’s

employment with the Company or Affiliates, whether or not during working hours or using the Company’s facility or equipment, or within three (3) months thereafter and (c) related to the Company’s then existing or proposed business. In recognition of the Company’s ownership of all Inventions, the Employee shall make prompt and full disclosure to the Company of, will hold in trust for the sole benefit of the Company, and (subject to Section 3.2 below) herby assigns, and agrees to assign in the future, exclusively to the Company all of the Employee’s right, title, and interest in and to any and all such Inventions.

3.2 NOTICE REQUIRED BY REVISED CODE OF WASHINGTON 49.44.140: The Employee understands that the Employee’s obligation to assign inventions shall not apply to any inventions for which no equipment, supplies, facilities, or trade secret information of the Company was used and that was developed entirely on the Employee’s own time, unless (a) the invention relates (i) directly to the business of the Company, or (ii) to the Company’s actual or demonstrably anticipated research or development, or (b) the invention results from any work performed by the Employee for the Company.

3.3 To the extent any works of authorship created by the Employee made within the scope of employment may be considered “works made for hire” under United States copyright laws, they are hereby agreed to be works made for hire. To the extent any such works do not qualify as a “work made for hire” under applicable law, and to the extent they include material subject to copyright, the Employee hereby irrevocably and exclusively assigns and conveys all rights, title and interests in such works to the Company subject to no liens, claims or reserved rights. The Employee hereby waives any and all “moral rights” that may be applicable to any of the foregoing, for any and all uses, alterations, and exploitation hereof by the Company, or its Affiliates, or their successors, assignees or licensees. To the extent that any such “moral rights” may not be waived in accordance with law, the Employee agrees not to bring any claims, actions or litigation against the Company or its Affiliates, or their successors, assignees or licensees, based on or to enforce such rights. Without limiting the preceding, the Employee agrees that the Company may in its discretion edit, modify, recast, use, and promote any such works of authorship, and derivatives thereof, with or without the use of the Employee’s name or image, without compensation to the Employee other than that expressly set forth herein.

3.4 The Employee hereby waives and quitclaims to the Company any and all claims of any nature whatsoever that the Employee now or hereafter may have for infringement of any patent or patents from any patent applications for any Inventions. The Employee agrees to cooperate fully with the Company and take all other such acts requested by the Company (including signing applications for patents, assignments, and other papers, and such things as the Company may require) to enable the Company to establish and protect its ownership in any Inventions and to carry out the intent and purpose of this Agreement, during the Employee’s employment or thereafter. If the Employee fails to execute such documents by reason of death, mental or physical incapacity or any other reason after reasonable attempts by the Company, the Employee hereby irrevocably appoints the Company and its officers and agents as the Employee’s agent and attorney-in-fact to execute such documents on the Employee’s behalf.

3.5 The Employee agrees that there are no Inventions made by the Employee prior to the Employee’s employment with the Company and belonging to the Employee

that the Employee wishes to have excluded from this Section 3 (the “Excluded Inventions”). If during the Employee’s employment with the Company, the Employee uses in the specifications or development of, or otherwise incorporates into a product, process, service, technology, or machine of the Company or its Affiliates, or otherwise uses any invention, proprietary know-how, or other intellectual property in existence before the commencement date of Employee’s employment with the Company or any Affiliate owned by the Employee or in which the Employee has any interest (“Existing Know-How”), the Company or its Affiliates, as the case may be, is hereby granted and shall have a non-exclusive, royalty-free, fully paid up, perpetual, irrevocable, worldwide right and license under the Existing Know-How (including any patent or other intellectual property rights therein) to make, have made, use, sell, reproduce, distribute, make derivative works from, publicly perform and display, and import, and to sublicense any and all of the foregoing rights to that Existing Know-How (including the right to grant further sublicenses) without restriction as to the extent of the Employee’s ownership or interest, for so long as such Existing Know-How is in existence and is licensable by the Employee.

Section 4 Nonsolicitation and Noncompetition.

4.1 During the Employee’s employment with the Company, and for a period expiring twelve (12) months after the termination of the Employee’s employment (the “Restrictive Period”), regardless of the reason, if any, for such termination, the Employee shall not, in the continent in which the Employee is employed by the Company, directly or indirectly:

(a)solicit or entice away or in any other manner persuade or attempt to persuade any officer, employee, consultant or agent of the Company or any of its Affiliates to alter or discontinue his or her relationship with the Company or its Affiliates;

(b)solicit from any person or entity that was a customer of the Company or any of its Affiliates during the Employee’s employment with the Company, any business of a type or nature similar to the business of the Company or any of its Affiliates with such customer;

(c)solicit, divert, or in any other manner persuade or attempt to persuade any supplier of the Company or any of its Affiliates to discontinue its relationship with the Company or its Affiliates;

(d)solicit, divert, take away or attempt to solicit, divert or take away any customers of the Company or its Affiliates; or

(e)engage in or participate in (i) chemical or ingredient distribution; or (ii) waste remediation businesses.

4.2 Nothing in Section 4.1 limits the Employee’s ability to hire an employee of the Company or any of its Affiliates in circumstances under which such employee first contacts the Employee regarding employment and the Employee does not violate any of subsections 4.1(a), 4.1(b), 4.1(c), 4.1(d) or 4.1(e) herein.

4.3 The Company and the Employee agree that the provisions of this Section 4 do not impose an undue hardship on the Employee and are not injurious to the public;

that this provision is necessary to protect the business of the Company and its Affiliates; that the nature of the Employee’s responsibilities with the Company under this Agreement provide and/or will provide the Employee with access to Confidential Information that is valuable and confidential to the Company and its Affiliates; that the Company would not grant RSUs to the Employee if the Employee did not agree to the provisions of this Section 4; that this Section 4 is reasonable in terms of length of time, geographic scope and nature of restricted activities; and that adequate consideration supports this Section 4. In the event that a court determines that any provision of this Section 4 is unreasonably broad or extensive, the Employee agrees that such court should narrow such provision only to the extent necessary to make it reasonable and enforce the provisions as narrowed.

4.4 State-Specific Modifications. The restrictions in this Section 4 shall not apply after Employee’s employment with the Company ends if Employee’s primary place of employment as of their last day of employment is in California, the District of Columbia, Oklahoma, Nebraska, North Dakota, Virginia, Washington, or any other state prohibiting such provisions as above.

4.5 Clawback.

(a)Without limiting the generality of the remedies available to the Company pursuant to Section 4.3, if, during the Restrictive Period, the Employee, except with the prior written consent of the Board, breaches the restrictive covenants contained in Section 4, the Employee shall pay to the Company in cash any gain the Employee realized in cash in connection with the vesting of the RSUs, the related issuance of Shares and the sale of Shares within the eighteen-month period (or such other period as determined by the Board) ending on the date of the Employee’s breach. This right of recoupment is in addition to any other remedies the Company may have against the Employee for the Employee’s breach of the restrictive covenants contained in this Section 4. The Employee’s obligations under this Exhibit B shall be cumulative (but not duplicative, nor operate to extend the length of any such obligations) of any similar obligations the Employee has under the Plan, the Agreement or any other agreement with the Company or any Affiliate. The restrictions in this Section 4.5 shall not apply if Employee’s primary place of employment as of their last day of employment is in California or Washington.

Section 5 Definitions. As used in this Exhibit B, capitalized terms that are not defined herein have the respective meaning given in the Plan or the Agreement.

Document

Form of Employee Performance-Based Restricted Stock Unit Agreement

This Employee Performance-Based Restricted Stock Unit Agreement (the “Agreement”), by and between Univar Solutions Inc., a Delaware corporation (the “Company”), and the Employee whose name is set forth on Exhibit A hereto, is being entered into pursuant to the Univar Solutions Inc. 2020 Omnibus Incentive Plan (as the same may be amended, modified or supplemented from time to time, the “Plan”). This Agreement shall be dated as of the date set forth on Exhibit A hereto (the “Grant Date”). Capitalized terms that are used but not defined herein shall have the respective meanings given to them in the Plan.

The Company and the Employee hereby agree as follows:

Section 1. Grant of Performance-Based Restricted Stock Units. The Company hereby evidences and confirms its grant to the Employee, effective as of the Grant Date, of the number of Performance-

Based Restricted Stock Units (“PRSUs”) as shall be determined pursuant to Exhibit A and Section 2 hereof, subject to adjustment pursuant to the Plan. Each PRSU that becomes earned and vested in accordance with the terms of this Agreement (including Exhibit A) will entitle the Employee to receive from the Company one (1) Share as provided under Section 3. This Agreement is entered into pursuant to, and the PRSUs granted hereunder are subject to, the terms and conditions of the Plan, which are incorporated by reference and made part of the Agreement. If there is any inconsistency between any express provision of this Agreement and any express term of the Plan, the express term of the Plan shall govern.

Section 2. Vesting of Performance-Based Restricted Stock Units.

(a) Vesting. Except as otherwise explicitly provided in this Section 2, the PRSUs shall become “Vested PRSUs”, if at all, in accordance with the terms and conditions of this Agreement (including, but not limited to, the provisions relating to the earning, vesting and forfeiture of PRSUs as set forth on Exhibit A) and the Plan, subject to the continued employment of the Employee by the Company or any Subsidiary thereof through the Vesting Date set forth on Exhibit A. Earned PRSUs (as defined on Exhibit

A) that become Vested PRSUs shall be settled as provided in Section 3 of this Agreement.

(b) Effect of Termination of Employment.

(i) If the Employee’s employment is terminated by the Company without Cause prior to the Vesting Date and such termination constitutes a “separation from service” for purposes of Section 409A of the Code (such termination, a “Qualifying Termination”),

(x) any PRSUs that are or become Earned PRSUs for the Performance Period(s) prior to the Performance Period during which the Qualifying Termination occurs shall become Vested PRSUs as of the date of such Qualifying Termination, and

(y) any PRSUs that are not Earned PRSUs for the Performance Period(s) prior to the Performance Period during which the Employee’s Qualifying Termination occurs (which for avoidance

of doubt shall include any PRSUs subject to be earned for the Performance Period(s) in which the Qualifying Termination occurs or subject to be earned in respect of the Performance Period(s) not yet commenced as of the date of the Qualifying Termination) shall automatically be forfeited and canceled as of the date of such Qualifying Termination.

(ii) If the Employee’s employment is terminated by reason of the Employee’s death or Disability prior to the Vesting Date and such termination constitutes a “separation from service” for purposes of Section 409A of the Code (such termination, a “Special Termination”),

(x) any PRSUs that are Earned PRSUs for the Performance Period(s) prior to the Performance Period during which the Employee’s Special Termination occurs shall become Vested PRSUs as of the date of such Special Termination,

(y) any PRSUs that are not Earned PRSUs for the Performance Period(s) ending prior to the Performance Period during which the Employee’s Special Termination occurs shall automatically be forfeited and canceled as of the date of the Special Termination, and

(z) any PRSUs subject to be earned for the Performance Period(s) in which the Special Termination occurs or subject to be earned in respect of Performance Period(s) not yet commenced as of the date of the Special Termination shall become Vested PRSUs as of such Special Termination, with performance levels deemed to be met at “target”.

(iii) If the Employee’s employment is terminated by reason of the Employee’s Retirement prior to the Vesting Date,

(x) any PRSUs that are Earned PRSUs for the Performance Period(s) prior to the Performance Period during which the Employee Retires shall become Vested PRSUs as of the date of such Retirement,

(y) any PRSUs that are not Earned PRSUs for the Performance Period(s) ending prior to the Performance Period during which the Employee retires shall be forfeited, and

(z) any PRSUs subject to be earned for the Performance Period(s) in which the Retirement occurs or subject to be earned in respect of Performance Period(s) not yet commenced as of

the date of the Retirement shall remain outstanding (the “Outstanding PRSUs”) and shall become Vested PRSUs, if at all, on the Vesting Date, subject to such Outstanding PRSUs becoming Earned PRSUs in accordance with Section 2(a) based upon the level at which the applicable performance goals were satisfied; provided, that, if the Employee’s Retirement occurs prior to the first (1st) anniversary of the Grant Date, then any Outstanding PRSUs that are not subject to be earned for the Performance Period in which the Retirement occurs shall automatically be forfeited and canceled as of the effective date of such Retirement. For purposes of this Agreement, “Retirement” or “Retires” means a termination of employment for any reason other than Cause or a Special Termination at age 60 or older, upon attainment of a minimum of 65 total age plus the Employee’s total years of service with the Company and any

Subsidiary, and that also constitutes a “separation from service” for purposes of Section 409A of the Code.

(iv) Any Other Reason. Upon termination of the Employee’s employment prior to the Vesting Date for any reason (whether initiated by the Company or by the Employee) other than a Qualifying Termination, a Special Termination or Retirement, all PRSUs (including any Earned PRSUs that have not become Vested PRSUs) shall be forfeited and canceled for no consideration effective as of the date of such termination.

(c) Effect of a Change in Control. In the event of a Change in Control, the treatment of any unvested PRSUs shall be governed by Article 16 of the Plan; provided, however, that, in the event of a Change in Control that occurs prior to January 1, 2024, the accelerated vesting provided for in Section 16.2(b)(i) of the Plan shall be pro-rated based on a fraction, (i) the numerator of which equals the sum of (A) the number of full and partial months that elapse from January 1, 2023 through the date on which the Change in Control occurs, plus (B) six (6), and (ii) the denominator of which equals thirty-six (36), and the portion of the award that does not vest shall be forfeited. For avoidance of doubt, any accelerated vesting of PRSUs that are subject to Section 409A of the Code shall not accelerate the Settlement Date thereof unless permitted by Section 409A of the Code.

(d) Discretionary Acceleration. Notwithstanding anything contained in this Agreement to the contrary, but subject to any limits prescribed in the Plan, the Committee, in its sole discretion, may accelerate the vesting with respect to any PRSUs under this Agreement, at such times and upon such terms and conditions as the Committee shall determine; provided, that the acceleration of vesting of PRSUs that are subject to Section 409A of the Code shall not accelerate the Settlement Date thereof unless permitted by Section 409A of the Code.

(e) No Other Accelerated Vesting. The vesting and settlement provisions set forth in this Section 2, or in Section 3, or expressly set forth in the Plan, shall be the exclusive vesting and settlement provisions applicable to the PRSUs and shall supersede any other provisions relating to vesting and settlement, unless such other such provision unambiguously and expressly references, in writing, the Plan by name and this Agreement by name and date.

Section 3. Settlement of PRSUs.

(a) Timing of Settlement. Subject to Section 6(a), any Earned PRSUs that become vested on the Vesting Date shall be settled into an equal number of Shares on a date selected by the Company that is on or within 30 days following the Vesting Date (or on such later date of the Committee’s certification of achievement of the Performance Goals for the Performance Period ended December 31, 20__), but in no event later than the end of the calendar year that includes the Vesting Date (such date, a “Settlement Date”). Notwithstanding the foregoing, in the case of accelerated vesting of PRSUs pursuant to Section 2(b)(i), 2(b)(ii), 2(b)(iii) or 2(c) , the Settlement Date shall occur within 30 days following the date upon which such PRSUs became Vested PRSUs (but, for PRSUs that are subject to Section 409A of the Code, if such accelerated settlement is not permitted, the settlement date shall be delayed until the earliest date that would not result in the imposition of Taxes under Section 409A of the Code).

(b) Mechanics of Settlement. On the Settlement Date, the Company shall electronically issue to the Employee one whole Share for each PRSU that became earned and vested as of the Settlement Date (except as provided in Section 6(a)), and, upon such issuance, the Employee’s rights in respect of such PRSU shall be extinguished. In the event that there are any fractional PRSUs that became vested on such date, such fractional PRSUs shall be settled through a cash payment equal to such fractional PRSU multiplied by the Fair Market Value of one (1) Share on the Settlement Date. No fractional Shares shall be issued in respect of the PRSUs.

Section 4. Securities Law Compliance. Notwithstanding any other provision of this Agreement, the Employee may not sell the Shares acquired upon settlement of the PRSUs unless such Shares are registered under the Securities Act of 1933, as amended (the “Securities Act”), or, if such Shares are not then so registered, such sale would be exempt from the registration requirements of the Securities Act. The sale of such Shares must also comply with other applicable laws and regulations governing the Shares, and the Employee may not sell the Shares if the Company determines that such sale would not be in material compliance with such laws and regulations.

Section 5. Restriction on Transfer; Non-Transferability of PRSUs.

(a) The PRSUs are not assignable or transferable, in whole or in part, and they may not, directly or indirectly, be offered, transferred, sold, pledged, assigned, alienated, hypothecated or otherwise disposed of or encumbered (including, but not limited to, by gift, operation of law or otherwise) other than to a trust for the benefit of Employee or by will or by the laws of descent and distribution to the

estate of the Employee upon the Employee’s death. Any purported transfer in violation of this Section 5 shall be void ab initio.

(b) The Committee may impose such restrictions on any Shares acquired by Employee under this Agreement as it may deem advisable, including, without limitation, minimum holding period requirements and restrictions under applicable federal securities laws, under the requirements of any stock exchange or market upon which such Shares are then listed or traded, or under any blue sky or state securities laws applicable to such Shares.

Section 6. Miscellaneous.

(a) Tax Matters

excess of, the maximum statutory withholding requirements. The term “Share Payment” shall mean the issuance or delivery of Shares upon the grant, vesting, exercise or settlement of the PRSUs, as the case may be. The method of withholding set forth in the immediately preceding sentence shall not be available if withholding in this manner would violate any (1) law or regulation or (2) financing instrument of the Company or any of the Subsidiaries.

(ii) Compliance with Section 409A of the Code. If the Employee is not eligible for Retirement during the vesting period applicable to the PRSUs, the PRSUs are intended to be exempt from Section 409A of the Code. If the Employee is eligible for Retirement during the vesting period applicable to the PRSUs such that some or all of the PRSUs are subject to Section 409A of the Code, this Agreement and the PRSUs shall be administered and interpreted in compliance with Section 409A of the Code to the extent applicable. Notwithstanding the foregoing, if the Company determines that the PRSUs may not either be exempt from or compliant with Section 409A of the Code, the Company may adopt such amendments or other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, that the Company determines are necessary or appropriate, as applicable, to

(x) exempt the PRSUs from Section 409A of the Code, or (y) comply with the requirements of Section 409A of the Code; provided, however, that there is no obligation on the part of the Company to adopt any such amendment, policy or procedure or take any such other action. If the Employee is a “specified employee” as defined in Section 409A of the Code as of the Employee’s separation from service, to the extent any PRSUs are subject to Section 409A of the Code, then to the extent required by Section 409A of the Code, no payments due under this Agreement may be made until the earlier of: (A) the first day of the seventh month following the Employee’s

separation from service, or (B) the Employee’s date of death. If this Agreement fails to comply with the requirements of Section 409A of the Code, neither the Company nor any of its Affiliates shall have any liability for any tax, penalty or interest imposed on the Employee by Section 409A of the Code, and the Employee shall have no recourse against the Company or any of its Affiliates for payment of any such tax, penalty or interest imposed by Section 409A of the Code.

(b) Dividend Equivalents. In the event that the Company pays any ordinary dividend in cash on a Share following the Grant Date and prior to the Settlement Date with respect to any PRSUs, there shall be credited to the account of the Employee in respect of each outstanding PRSU an amount equal to the amount of such dividend. The amount so credited shall be deferred (without interest, unless the Committee determines otherwise) until the applicable Settlement Date of the PRSUs and then paid in cash proportionate to the amount of the PRSUs, if any, that have been earned or vested, but to the extent any PRSUs are canceled a proportionate amount of such accumulated amounts shall be forfeited.

(c) Authorization to Share Personal Data. The Employee authorizes the Company or any Affiliate of the Company that has or lawfully obtains personal data relating to the Employee to divulge or transfer such personal data to the Company or to a third party, in each case in any jurisdiction, if and to the extent reasonably appropriate in connection with this Agreement or the administration of the Plan.

(d) No Rights as Stockholder; No Voting Rights. Except as provided in Section 6(b), the Employee shall have no rights as a stockholder of the Company with respect to any Shares covered by the PRSUs prior to the issuance of such Shares.

(e) No Right to Awards. The Employee acknowledges and agrees that the grant of any PRSUs

(i) is being made on an exceptional basis and is not intended to be renewed or repeated, (ii) is entirely voluntary on the part of the Company and the Subsidiaries and (iii) should not be construed as creating any obligation on the part of the Company or any of the Subsidiaries to offer any PRSUs or other Awards in the future.

(f) No Right to Continued Employment. Nothing in this Agreement shall be deemed to confer on the Employee any right to continue in the employ of the Company or any Subsidiary, or to interfere with or limit in any way the right of the Company or any Subsidiary to terminate such employment at any time.

(g) Nature of Award. This award of PRSUs and any delivery or payment in respect thereof constitutes a special incentive payment to the Employee and shall not be taken into account in computing the amount of salary or compensation of the Employee for the purpose of determining any retirement, death or other benefits under (x) any retirement, bonus, life insurance or other employee benefit plan of the Company, or (y) any agreement between the Company and the Employee, except as such plan or agreement shall otherwise expressly provide.

(h) Interpretation. The Committee shall have full power and discretion to construe and interpret the Plan (and any rules and regulations issued thereunder) and this Award. Any determination or interpretation by the Committee under or pursuant to the Plan, this Agreement (including Exhibit A) or this Award shall be final and binding and conclusive on all persons affected hereby.

(i) Forfeiture of Awards. The PRSUs granted hereunder (and gains earned or accrued in connection therewith) shall be subject to such generally applicable policies as to forfeiture and recoupment (including, without limitation, upon the occurrence of material financial or accounting errors, financial or other misconduct or Competitive Activity) as may be adopted by the Committee or the Board from time to time and communicated to the Employee or as required by applicable law, and are otherwise subject to forfeiture or disgorgement of profits as provided by the Plan.

(j) Consent to Electronic Delivery. By entering into this Agreement and accepting the PRSUs evidenced hereby, the Employee hereby consents to the delivery of information (including, without limitation, information required to be delivered to the Employee pursuant to applicable securities laws) regarding the Company and the Subsidiaries, the Plan, this Agreement and the PRSUs via Company website or other electronic delivery.

(k) Binding Effect; Benefits. This Agreement (including Exhibits A and B hereto) shall be binding upon and inure to the benefit of the parties to this Agreement and their respective successors and assigns. Nothing in this Agreement, express or implied, is intended or shall be construed to give any person other than the parties to this Agreement or their respective successors or assigns any legal or equitable right, remedy or claim under or in respect of any agreement or any provision contained herein.

(l) Waiver; Amendment.

(i) Waiver. Any party hereto or beneficiary hereof may by written notice to the other parties (A) extend the time for the performance of any of the obligations or other actions of the other parties under this Agreement, (B) waive compliance with any of the conditions or covenants of the other parties contained in this Agreement and (C) waive or modify performance of any of the obligations of the other parties under this Agreement. Except as provided in the preceding sentence, no action taken pursuant to this Agreement, including, without limitation, any investigation by or on behalf of any party or beneficiary, shall be deemed to constitute a waiver by the party or beneficiary taking such action of compliance with any representations, warranties, covenants or agreements contained herein. The waiver by any party hereto or beneficiary hereof of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any preceding or succeeding breach and no failure by a party or beneficiary to exercise any right or privilege hereunder shall be deemed a waiver of such party’s or beneficiary’s rights or privileges hereunder or shall be deemed a waiver of such party’s or beneficiary’s rights to exercise the same at any subsequent time or times hereunder.

(ii) Amendment. The Board or Committee may, at any time, amend, suspend or terminate this Agreement, subject to certain limitations set forth in Sections 20.1(b) and (c) of the Plan. Notwithstanding the foregoing, no termination or amendment of this Agreement shall adversely affect in any material way the rights and benefits of the Employee under this Agreement, without the written consent of the Employee, except as otherwise permitted under Sections 4, 20.2 and 20.3 of the Plan.

(m) Assignability. Neither this Agreement nor any right, remedy, obligation or liability arising hereunder or by reason hereof shall be assignable by the Company or the Employee without the prior written consent of the other party.

(n) Applicable Law. This Agreement shall be governed in all respects, including, but not limited to, as to validity, interpretation and effect, by the internal laws of the State of Delaware, without reference to principles of conflict of law that would require application of the law of another jurisdiction. The restrictions in this Section 6(n) shall not apply if Employee’s primary place of employment as of their last day of employment is in California or Washington.

(o) Waiver of Jury Trial. Each party hereby waives, to the fullest extent permitted by applicable law, any right he, she or it may have to a trial by jury in respect of any suit, action or proceeding arising out of this Agreement or any transaction contemplated hereby. Each party (i) certifies that no representative, agent or attorney of any other party has represented, expressly or otherwise, that such other party would not, in the event of litigation, seek to enforce the foregoing waiver and

(ii) acknowledges that he, she or it and the other party hereto have been induced to enter into the Agreement by, among other things, the mutual waivers and certifications in this Section 6(o). The restrictions in this Section 6(o) shall not apply if Employee’s primary place of employment as of their last day of employment is in California.

(p) Limitations of Actions. No lawsuit relating to this Agreement may be filed before a written claim is filed with the Committee and is denied or deemed denied as provided in the Plan and any lawsuit must be filed within one year of such denial or deemed denial or be forever barred.

(q) Section and Other Headings, etc. The section and other headings contained in this Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Agreement.

(r) Restrictive Covenants. In consideration of the receipt of the PRSUs granted pursuant to this Agreement, if requested by the Committee as evidenced by the attachment of Exhibit B hereto, the Employee agrees to be bound by the covenants set forth in Exhibit B to this Agreement, which are incorporated by reference and made part of this Agreement.

(s) Acceptance of PRSUs and Agreement. The Employee has indicated his or her consent and acknowledgement of the terms of this Agreement pursuant to the instructions provided to the Employee by or on behalf of the Company. The Employee acknowledges receipt of the Plan, represents to the Company that he or she has read and understood this Agreement and the Plan, and, as an express condition to the grant of the PRSUs under this Agreement, agrees to be bound by the terms of both this Agreement and the Plan. The Employee and the Company each agrees and acknowledges that the use of electronic media (including, without limitation, a clickthrough button or checkbox on a website of the Company or a third-party administrator) to indicate the Employee’s confirmation, consent, signature, agreement and delivery of this Agreement and the PRSUs is legally valid and has the same legal force and effect as if the Employee and the Company signed and executed this Agreement in paper form. The same use of electronic media may be used for any amendment or waiver of this Agreement.

Exhibit A to

Employee Performance-Based Restricted Stock Unit Agreement


Employee:			%%FIRST_NAME%-% %%LAST_NAME%-%
Grant Date:			%%OPTION_DATE,’Month DD, YYYY’%-%
Target Amount of Performance-Based Restricted Stock Units granted hereby (the “Target Amount”):			%%TOTAL_SHARES_GRANTED,'999,999,999'%-%
Vesting Date:			%%VEST_DATE_PERIOD1,’Month DD, YYYY’%-%

1. Performance-Based Restricted Stock Units. The total number of PRSUs subject to this Award that become Vested PRSUs will range from 0% to 200% of the Target Amount, subject to the terms and conditions set forth below. A portion of the Target Amount (each such portion, a “Performance Goal”) shall be eligible to be earned in respect of each Performance Period based on achievement of each of the applicable Performance Goals for such period, as indicated below. The PRSUs that become Earned PRSUs shall become Vested PRSUs on the Vesting Date specified above, subject to the continued employment of the Employee by the Company or any Subsidiary thereof through the Vesting Date, except as otherwise set forth in Section 2 of the Agreement.

2. Performance Period. “Performance Period” means each of the periods during which a Performance Goal is eligible to be earned based on the achievement of the applicable Performance Goals, as set forth in the tables in Section 3.

3. Performance Goals; Committee Certification.

(a) Performance Goals. The total number of PRSUs which shall be earned with respect to each Tranche shall be determined based on the Company’s performance against each of the applicable Performance Goals during the applicable Performance Period, as set forth in the tables below. The Committee shall establish Performance Goals for the applicable Performance Period, and may subsequently adjust Performance Goals at the Committee’s discretion.

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(i) Financial Metrics: Adjusted Earnings Per Share (EPS) and Adjusted Return on Invested Capital (ROIC)

Tranche

Performance Period

Portion of Target Award

Performance Goal

Threshold

Target

Maximum

Tranche 1

January 1, 20__ to

December 31, 20__

50%

Cumulative Adjusted EPS for the Performance Period

Tranche 2

January 1, 20__ to

December 31, 20__

35%

Average ROIC % for Performance Period

Payout of each Tranche as a percentage of Target shall be (i) 0% for performance below “threshold”,

(ii) 50% for performance at “threshold”, (iii) 100% for performance at “target” and (iv) 200% for performance at or above “maximum”, with the applicable “threshold,” “target” and “maximum” set forth in the table above. For achievement between threshold and target performance, or between target and maximum performance, the number of PRSUs earned in each case shall be interpolated on a straight-line basis. In each case, the final number of Shares that are issued shall be rounded down to the nearest whole number of shares.

(ii) Environmental, Sustainability and Governance Scorecard

ESG

Scorecard Tranche

Performance Period

Portion of Target Award

Performance Goal

Achieved (Y=100%/N=0%)

Tranche 3

January 1, 20_ to

December 31, 20_

Safety

Y/N

Tranche 4

January 1, 20_ to

December 31, 20_

Emissions

Y/N

Tranche 5

January 1, 20_ to

December 31, 20_

Diverse Leadership

Y/N

Payout of each Tranche shall be 0% for performance below “target” and 100% for performance at or above “target”. In each case, the final number of Shares that are issued shall be rounded down to the nearest whole number of shares.

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(iii) Relative Total Shareholder Return Modifier

Relative TSR

Modifier

Performance Period

Modification Range

Performance Goal

(percentile)

Below 20th

20th - 39th

40th - 59th

60th - 79th

80th or above

Payout Percentage Modifier

January 1, 20_ to

December 31, 20_

80% - 120%

of Total Payout Percentage (subject to overall limit of 200% of total Target Award)

Relative TSR ranking among Peer Companies

* The Relative Total Shareholder Return and resulting modifier will be interpolated on a straight-line basis between the 20th - 39th percentile and the 60th - 79th percentile.

“Adjusted Earnings Per Share” or “Adjusted EPS” is defined as Adjusted Net Income divided by Diluted Shares Outstanding, both as disclosed in the Company’s public earnings releases, subject to the

Administrator’s authority regarding performance goals under the Plan.

“Return on Invested Capital” or “ROIC” is defined as last twelve months (LTM) adjusted net income divided by the last five quarters’ average net assets deployed, both as disclosed in the Company’s public earnings releases, subject to the Administrator’s authority regarding performance goals under the Plan.

The “Environmental, Sustainability and Governance Scorecard” or “ESG Scorecard” is comprised of certain initiatives in the areas of safety, emissions, and diversity, equity and inclusion. The Company has established goals for each of the areas to be measured as either “achieved” or “not achieved” at the conclusion of the applicable Performance Period.

“Relative Total Shareholder Return” or “Relative TSR” will be measured against the Company’s

benchmarking peer group companies as disclosed in the Company’s most recent proxy statement (“Peer Companies”). Relative TSR will be measured using a 20-day average at the beginning and end of the applicable Performance Period.

The PRSUs in each Tranche shall become “Earned PRSUs” as of the last day of the Performance Period to the extent earned in accordance with the applicable Performance Goal, subject to the Committee certifying the achievement of the applicable Performance Goal pursuant to Section 3(b) of Exhibit A. Any PRSUs in respect of a Tranche that do not become Earned PRSUs shall be forfeited and canceled as of the date of the Committee’s certification pursuant to Section 3(b) of this Exhibit A.

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Earned PRSUs shall be “Vested PRSUs” contingent upon the satisfaction of the continued employment requirements as set for in the Agreement.

For the avoidance of doubt, (x) if the performance results for the applicable Performance Period (as certified by the Committee pursuant to Section 3(b) of this Exhibit A) do not meet or exceed the threshold level of achievement of the applicable Performance Goal, the Tranche of PRSUs eligible to be earned in respect of such Performance Period shall immediately be forfeited and canceled, and (y) in no event shall the number of PRSUs earned in respect of each Tranche exceed the maximum amount for such Tranche.

(b) Certification of Achievement Relative to Performance Goal. As soon as practicable after the end of a Performance Period but in any event within ninety (90) days after the end of such Performance Period, the Committee shall certify the extent to which the Performance Goal has been achieved with respect to the applicable Performance Period and the resulting number of PRSUs that become “Earned PRSUs”.

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Exhibit B to

Employee Performance-Based Restricted Stock Unit Agreement

Restrictive Covenants

Section 1 Confidential Information.

1.1. The Employee recognizes that the success of the Company and its current or future Affiliates depends upon the protection of information or materials that are confidential and/or proprietary. “Confidential Information” means information or materials that (a) are identified as being confidential or proprietary at the time of disclosure to the Employee (or upon notice thereafter) or (b) should, based on their nature or the circumstances surrounding such disclosure, reasonably be deemed confidential. Confidential Information includes, without limitation, information to which the Employee has access while employed by the Company whether recorded in any medium or merely memorized. By way of example, Confidential Information includes without limitation, and whether or not such information is specifically designated as confidential or proprietary: all business plans and marketing strategies; information concerning existing and prospective markets, suppliers and customers; financial information; information concerning the development of new products and services; and technical and non-technical data related to software programs, design, specifications, compilations, Inventions (as defined in Section

3.1 of this Exhibit B), improvements, patent applications, studies, research, methods, devices, prototypes, processes, procedures and techniques. Confidential Information expressly includes information provided to the Company or its Affiliates by third parties under circumstances that require them to maintain the confidentiality of such information. Notwithstanding the foregoing, the Employee shall have no confidentiality obligation with respect to disclosure of any Confidential Information that (a) was, or at any time becomes, available in the public domain other than through a violation of this Agreement or (b) the Employee can demonstrate by written evidence was furnished to the Employee by a third party in lawful possession thereof and who was not under an obligation of confidentiality to the Company or any of its Affiliates.

1.2. The Employee agrees that during the Employee’s employment and after termination of employment irrespective of cause, the Employee will use Confidential Information only for the benefit of the Company and its Affiliates. Notwithstanding the foregoing, the Employee may disclose Confidential Information as (a) authorized by applicable law (including, but not limited to, any disclosure of information that satisfies the procedures in SEC Regulation § 240.21F- 17) or (b) as required pursuant to an order or requirement of a court, administrative agency or other government body.

This Agreement constitutes notice to the Employee that, under the 2016 Defend Trade Secrets Act

(“DTSA”), the following rules shall be applicable: (i) No individual will be held criminally or civilly liable under federal or state trade secret law for the disclosure of a trade secret (as defined under the DTSA) that: (A) is made in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and made solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal so that it is not made public; and (ii) an individual who pursues a lawsuit for retaliation by an employer for reporting a suspected violation of the law may disclose the trade secret

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to the attorney of the individual and use the trade secret information in the court proceeding, if the individual files any document containing the trade secret under seal, and does not disclose the trade secret, except as permitted by court order. In addition, if the Employee’s employment is governed by the laws of the United Kingdom, nothing in this Agreement shall prevent the Employee from making a protected disclosure under section 43A of the Employment Rights Act 1996.

1.3. The Employee hereby assigns to the Company any rights the Employee may have or acquire in such Confidential Information and acknowledges that all Confidential Information shall be the sole property of the Company and/or its Affiliates or their assigns.

1.4. There are no rights granted or any understandings, agreements or representations between the parties hereto, express or implied, regarding Confidential Information that are not specified herein.

1.5. The Employee’s obligations under this Section 1 are in addition to any obligations that the Employee has under state or federal law.

1.6. The Employee agrees that in the course of the Employee’s employment with the Company, the Employee will not violate in any way the rights that any entity, including former employers, has with regard to trade secrets or proprietary or confidential information.

1.7. The Employee’s obligations under this Section 1 are indefinite in term and shall survive the termination of this Agreement.

Section 2 Return of Company Property.

2.1. The Employee acknowledges that all tangible items containing any Confidential Information, including without limitation memoranda, photographs, records, reports, manuals, drawings, blueprints, prototypes, notes, documents, drawings, specifications, software, media and other materials, including any copies thereof (including electronically recorded copies), are the exclusive property of the Company or its applicable Affiliate, and the Employee shall deliver to the Company all such material in the Employee’s possession or control upon the Company’s request and in any event upon the termination of the Employee’s employment with the Company. The Employee shall also preserve and return any keys, equipment, identification or credit cards, or other property belonging to the Company or its Affiliates upon termination of the Employee’s employment or request.

Section 3 Inventions.

3.1. The Employee understands and agrees that all Inventions are the exclusive property of

the Company. As used in this Agreement, “Inventions” shall include without limitation ideas, discoveries, developments, concepts, inventions, original works of authorship, trademarks, mask works, trade secrets, ideas, data, information, know-how, documentation, formulae, results, prototypes, designs, methods, processes, products, formulas and techniques, improvements to any of the foregoing, and all other matters ordinarily intended by the words “intellectual property,” whether or not patentable, copyrightable, or otherwise able to be registered, that are developed, created conceived of or reduced to practice (a) by the

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Employee, alone or with others, (b) during the Employee’s employment with the Company or Affiliates, whether or not during working hours or using the Company’s facility or equipment, or within three

(3) months thereafter and (c) related to the Company’s then existing or proposed business. In recognition of the Company’s ownership of all Inventions, the Employee shall make prompt and full disclosure to the Company of, will hold in trust for the sole benefit of the Company, and (subject to Section 3.2 below) herby assigns, and agrees to assign in the future, exclusively to the Company all of the Employee’s right, title, and interest in and to any and all such Inventions.

3.2. NOTICE REQUIRED BY REVISED CODE OF WASHINGTON 49.44.140: The Employee understands that the Employee’s obligation to assign inventions shall not apply to any inventions for which no equipment, supplies, facilities, or trade secret information of the Company was used and that was developed entirely on the Employee’s own time, unless (a) the invention relates

(i) directly to the business of the Company, or (ii) to the Company’s actual or demonstrably anticipated research or development, or (b) the invention results from any work performed by the Employee for the Company.

3.3. To the extent any works of authorship created by the Employee made within the scope of employment may be considered “works made for hire” under United States copyright laws, they are hereby agreed to be works made for hire. To the extent any such works do not qualify as a “work made for hire” under applicable law, and to the extent they include material subject to copyright, the Employee hereby irrevocably and exclusively assigns and conveys all rights, title and interests in such works to the Company subject to no liens, claims or reserved rights. The Employee hereby waives any and all “moral rights” that may be applicable to any of the foregoing, for any and all uses, alterations, and exploitation hereof by the Company, or its Affiliates, or their successors, assignees or licensees. To the extent that any such “moral rights” may not be waived in accordance with law, the Employee agrees not to bring any claims, actions or litigation against the Company or its Affiliates, or their successors, assignees or licensees, based on or to enforce such rights. Without limiting the preceding, the Employee agrees that the Company may in its discretion edit, modify, recast, use, and promote any such works of authorship, and derivatives thereof, with or without the use of the Employee’s name or image, without compensation to the Employee other than that expressly set forth herein.

3.4. The Employee hereby waives and quitclaims to the Company any and all claims of any nature whatsoever that the Employee now or hereafter may have for infringement of any patent or patents from any patent applications for any Inventions. The Employee agrees to cooperate fully with the Company and take all other such acts requested by the Company (including signing applications for patents, assignments, and other papers, and such things as the Company may require) to enable the Company to establish and protect its ownership in any Inventions and to carry out the intent and purpose of this Agreement, during the Employee’s employment or thereafter. If the Employee fails to execute such documents by reason of death, mental or physical incapacity or any other reason after reasonable attempts by the Company, the Employee hereby irrevocably appoints the Company and its officers and

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agents as the Employee’s agent and attorney-in-fact to execute such documents on the Employee’s behalf.

3.5. The Employee agrees that there are no Inventions made by the Employee prior to the

Employee’s employment with the Company and belonging to the Employee that the Employee wishes to have excluded from this Section 3 (the “Excluded Inventions”). If during the Employee’s employment with the Company, the Employee uses in the specifications or development of, or otherwise incorporates into a product, process, service, technology, or machine of the Company or its Affiliates, or otherwise uses any invention, proprietary know-how, or other intellectual property in existence before the

commencement date of Employee’s employment with the Company or any Affiliate owned by the Employee or in which the Employee has any interest (“Existing Know-How”), the Company or its Affiliates, as the case may be, is hereby granted and shall have a non-exclusive, royalty-free, fully paid up, perpetual, irrevocable, worldwide right and license under the Existing Know-How (including any patent or other intellectual property rights therein) to make, have made, use, sell, reproduce, distribute, make derivative works from, publicly perform and display, and import, and to sublicense any and all of the foregoing rights to that Existing Know-How (including the right to grant further sublicenses) without restriction as to the extent of the Employee’s ownership or interest, for so long as such Existing Know- How is in existence and is licensable by the Employee.

Section 4 Nonsolicitation and Noncompetition.

4.1. During the Employee’s employment with the Company, and for a period expiring [twelve (12)] [eighteen (18)] months after the termination of the Employee’s employment (the “Restrictive Period”), regardless of the reason, if any, for such termination, the Employee shall not, in the [continent in which the Employee is employed by the Company,] [Restricted Geographic Area,] directly or indirectly:

(a) solicit or entice away or in any other manner persuade or attempt to persuade any officer, employee, consultant or agent of the Company or any of its Affiliates to alter or discontinue his or her relationship with the Company or its Affiliates;

(b) solicit from any person or entity that was a customer of the Company or any of its Affiliates during the Employee’s employment with the Company, any business of a type or nature similar to the business of the Company or any of its Affiliates with such customer;

(c) solicit, divert, or in any other manner persuade or attempt to persuade any supplier of the Company or any of its Affiliates to discontinue its relationship with the Company or its Affiliates;

(d) solicit, divert, take away or attempt to solicit, divert or take away any customers of the Company or its Affiliates; or

(e) engage in or participate in (i) chemical or ingredient distribution; or (ii) waste remediation businesses.

[As used herein, “Restricted Geographic Area” shall mean the geographic area in which the Employee performed any services, or others supervised by the Employee performed services, on behalf of the Company and its Affiliates during the twenty four (24) month period immediately preceding the termination of Employee’s

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employment, provided that the Restricted Geographic Area shall at least include the United States, Canada, Mexico, Brazil, and Western Europe.]

4.2. Nothing in Section 4.1 limits the Employee’s ability to hire an employee of the Company or any of its Affiliates in circumstances under which such employee first contacts the Employee regarding employment and the Employee does not violate any of subsections 4.1(a), 4.1(b), 4.1(c), 4.1(d) or 4.1(e) herein.

4.3. The Company and the Employee agree that the provisions of this Section 4 do not impose an undue hardship on the Employee and are not injurious to the public; that this provision is necessary to protect the business of the Company and its Affiliates; that the nature of the Employee’s responsibilities with the Company under this Agreement provide and/or will provide the Employee with access to Confidential Information that is valuable and confidential to the Company and its Affiliates; that the Company would not grant PRSUs to the Employee if the Employee did not agree to the provisions of this Section 4; that this Section 4 is reasonable in terms of length of time, geographic scope and nature of restricted activities; and that adequate consideration supports this Section 4. In the event that a court determines that any provision of this Section 4 is unreasonably broad or extensive, the Employee agrees that such court should narrow such provision to the extent necessary to make it reasonable and enforce the provisions as narrowed.

4.4. State-Specific Modifications. The restrictions in this Section 4 shall not apply after

Employee’s employment with the Company ends if Employee’s primary place of employment as of their last day of employment is in California, the District of Columbia, Oklahoma, Nebraska, North Dakota, Virginia, Washington, or any other state prohibiting such provisions as above.

4.5. Clawback.

(a) Without limiting the generality of the remedies available to the Company pursuant to Section 4.3, if, during the Restrictive Period, the Employee, except with the prior written consent of the Board, breaches the restrictive covenants contained in Section 4, the Employee shall pay to the Company in cash any gain the Employee realized in cash in connection with the vesting of the PRSUs, the related issuance of Shares and the sale of Shares within the eighteen-month period (or such other period as determined by the Board) ending on the date of the Employee’s breach. This right of recoupment is in addition to any other remedies the Company may have against the Employee for the Employee’s breach of the restrictive covenants contained in this Section 4. The Employee’s obligations under this Exhibit B shall be cumulative (but not duplicative, nor operate to extend the length of any such obligations) of any similar obligations the Employee has under the Plan, the Agreement or any other agreement with the Company or any Affiliate. The restrictions in this Section 4.5 shall not apply if Employee’s primary place of employment as of their last day of employment is in California or Washington.

Section 5 Definitions. As used in this Exhibit B, capitalized terms that are not defined herein have the respective meaning given in the Plan or the Agreement.

B-5

Document

Transition, Separation and Release Agreement

THIS TRANSITION, SEPARATION AND RELEASE AGREEMENT (“Agreement”), dated as of May 8, 2023 (“Effective Date”), is by and between Univar Solutions Inc. (the “Company”), and Noelle J. Perkins (“Ms. Perkins”).

WHEREAS, the Company previously announced that Ms. Perkins will depart the Company following a mutually agreed transition period;

WHEREAS, at the request of the Company, Ms. Perkins has agreed to remain in her current role with the Company until June 30, 2023 (“Separation Date”);

WHEREAS, the Company has requested that Ms. Perkins provide for an orderly transition with her successor, including but not limited to facilitating the completion of the Company’s merger with Apollo Global Management (“Merger”);

WHEREAS, the Company has requested that Ms. Perkins provide a customary release of claims in favor of the Company in connection with her separation from the Company;

WHEREAS, Ms. Perkins is willing to forfeit as of the Separation Date her unvested equity awards;

WHEREAS, during her tenure, Ms. Perkins has been a vital member of the executive leadership team and has played a critical role in furtherance of the Merger;

WHEREAS, in recognition of Ms. Perkins’ extraordinary contributions and in consideration of her willingness to provide valuable transition services through the Separation Date, her willingness to forfeit her unvested equity awards, and her willingness to execute and not revoke a customary release of claims in favor of the Company, the Compensation Committee of the Board of Directors of the Company has approved the payment to Ms. Perkins of the Transition, Separation and Release Payment (as defined below); and

WHEREAS, the Company and Ms. Perkins desire to set forth their respective rights and obligations.

NOW, THEREFORE, in consideration of the covenants and conditions set forth herein and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties, intending to be legally bound, agree as follows:

1.Transition, Separation and Release Payment. In consideration of (a) Ms. Perkins’ extraordinary contributions to the Company, including her efforts in furtherance of the completion of the Merger, (b) Ms. Perkins’ agreement to remain in her current role with the Company until the Separation Date, (c) Ms. Perkins’ agreement to forfeit as of the Separation Date her unvested equity awards, and (d) Ms. Perkins’ execution and non-revocation during the applicable revocation period of the release of clams in the form attached as Exhibit A to this Agreement (such form, the “Release” and such conditions, the “Release Conditions”), subject to (i) completion of the Merger, (ii) satisfaction of the Release Conditions and (iii) continued compliance with the Restrictive Covenants (as defined below), the Company will pay to Ms. Perkins, within five days following the completion of the Merger, a lump sum cash payment equal to $2,000,000 (the “Transition, Separation and Release Payment”), less applicable withholdings for federal, state and local taxes.

2.Acknowledgement of Restrictive Covenants; Treatment of Vested Stock Options. Ms. Perkins acknowledges and agrees that (a) the restrictive covenants included in her

Severance and Change in Control Agreement with the Company and equity award agreements with the Company (collectively, the “Restrictive Covenants”) will remain in full force and effect in accordance with their terms, and (b) any vested stock options held by Ms. Perkins as of the Separation Date will remain outstanding and exercisable by Ms. Perkins for a period of 90 days following the Separation Date in accordance with their terms.

3.Entire Agreement. This Agreement, together with the Release and the Restrictive Covenants described in Section 2 of this Agreement, constitutes the entire agreement between the parties with respect to the subject matter hereof, and supersedes any and all prior agreements or understandings between the parties arising out of or relating to the matters contemplated by this Agreement.

4.Governing Law; Jurisdiction. This Agreement shall be governed by the laws of the State of Delaware, without giving effect to the conflicts of law principles thereof. Any disputes regarding this Agreement shall be brought only in the Delaware Chancery Court in Wilmington, Delaware or the US District Court for the District of Delaware.

5.Severability of Provisions. Each of the sections contained in this Agreement shall be enforceable independently of every other section in this Agreement, and the invalidity or nonenforceability of any section shall not invalidate or render unenforceable any other section contained in this Agreement.

6.Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the successors and assigns of the Company, including as a result of a merger or sale of all or substantially all of the Company’s assets or similar corporate transaction. This Agreement shall not be assignable by Ms. Perkins. If Ms. Perkins shall die before all the payments required by this Agreement to be made to Ms. Perkins have been made, then all remaining payments shall be made to Ms. Perkins’ estate or such person or trust as Ms. Perkins shall designate.

7.Waivers. No failure on the part of either party to exercise, and no delay in exercising, any right or remedy under this Agreement shall operate as a waiver thereof; nor shall any single or partial exercise of any right or remedy hereunder preclude any other or further exercise thereof or the exercise of any other right or remedy granted hereby or by any related document or by law.

8.Modification. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing by both Ms. Perkins and the Company.

9.Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall be one and the same instrument.

Remainder of page intentionally left blank.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.

UNIVAR SOLUTIONS INC.

By:/s/ Jennifer A. McIntyre
Name: Jennifer A. McIntyre
Title: SVP, Chief People and Culture Officer

/s/ Noelle J. Perkins
Noelle J. Perkins

Signature Page to Transition, Separation and Release Agreement

Exhibit A

THIS RELEASE (this “Release”) is entered into between Noelle J. Perkins (“Ms. Perkins”) and Univar Solutions Inc. (the “Company”), for the benefit of the Company. Reference is made to the Transition, Separation and Release Agreement (“Separation Agreement”), dated as of May 8, 2023, by and between the Company and Ms. Perkins. Capitalized terms used and not defined herein shall have the meanings provided in the Separation Agreement. The entering into and non-revocation of this Release is a condition to Ms. Perkins’ right to receive the Transition, Separation and Release Payment.

Accordingly, Ms. Perkins and the Company agree as follows:

1. In partial consideration for the Transition, Separation and Release Payment, to which Ms. Perkins is not otherwise entitled, and the sufficiency of which Ms. Perkins acknowledges, Ms. Perkins represents and agrees, as follows:

(a) Ms. Perkins, for herself, her heirs, administrators, representatives, executors, successors and assigns (collectively “Releasers”), hereby irrevocably and unconditionally releases, acquits and forever discharges and agrees not to sue the Company or any of its parents, subsidiaries, divisions, affiliates and related entities and their current and former directors, officers, and, in their official capacities as such, shareholders, trustees, employees, consultants, independent contractors, representatives, agents, servants, successors and assigns and all persons acting by, through or under or in concert with any of them (collectively “Releasees”), from all claims, rights and liabilities up to and including the date of this Release arising from or relating to Ms. Perkins’ employment with (including service as a director), or termination of employment from (including termination of service as a director), the Company and its subsidiaries and affiliates, and from any and all charges, complaints, claims, liabilities, obligations, promises, agreements, controversies, damages, actions, causes of actions, suits, rights, demands, costs, losses, debts and expenses in connection with Ms. Perkins’ employment and termination of employment with the Company and its subsidiaries, known or unknown, suspected or unsuspected and any claims of wrongful discharge, breach of contract, implied contract, promissory estoppel, defamation, slander, libel, tortious conduct, employment discrimination or claims under any federal, state or local employment statute, law, order or ordinance, including any rights or claims arising under Title VII of the Civil Rights Act of 1964, as amended, the Age Discrimination in Employment Act of 1967, as amended, 29 U.S.C. § 621 et seq. (“ADEA”), the Americans with Disabilities Act of 1990, as amended, the Family Medical Leave Act of 1993, as amended, the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), the Vietnam Era Veterans’ Readjustment Assistance Act of 1974, as amended, the Worker Adjustment and Retraining Notification Act of 1988, as amended, the Illinois Constitution, the Illinois Wage Payment and Collection Act, the anti-retaliation provisions of the Illinois Workers’ Compensation Act, the Illinois Minimum Wage Law, the Illinois Human Rights Act, the Illinois Whistleblower Act, and the Illinois Human Rights Act, the Illinois Wage Theft Enforcement Act, the Illinois Genetic Information Privacy Act, the Illinois Right to Privacy in the Workplace Act, the Illinois Biometric Privacy Act, the Chicago Human Rights Ordinance, the Cook County Human Rights Ordinance, the Illinois Family Bereavement Act, the Illinois One Day Rest in Seven Act, and the Illinois Equal Pay Act. Nothing contained herein shall restrict the parties’ rights to enforce the terms of this Release.

(b) To the maximum extent permitted by law, Ms. Perkins agrees that she has not filed, nor will she ever file, a lawsuit asserting any claims which are released by this Release, or to accept any benefit from any lawsuit which might be filed by another person or government entity based in whole or in part on any event, act, or omission which is the subject of this Release.

(c) This Release specifically excludes (i) Ms. Perkins’ rights and the Company’s obligations under the Separation Agreement, (ii) Ms. Perkins’ rights as a stockholder or equity award holder of the Company, (iii) claims which may not be released under applicable

law and (iv) any indemnification or directors’ and officers’ liability insurance or similar rights Ms. Perkins has as a current or former officer of the Company.

(d) The parties agree that this Release shall not affect the rights and responsibilities of the US Equal Employment Opportunity Commission (hereinafter “EEOC”) to enforce ADEA and other laws. In addition, the parties agree that this Release shall not be used to justify interfering with Ms. Perkins’ protected right to file a charge or participate in an investigation or proceeding conducted by the EEOC, the Securities and Exchange Commission (“SEC”) or other government agency to the extent she is permitted to do so by applicable law or making other disclosures that are protected under whistleblower provisions of federal law or regulation, in each case without the necessity of prior authorization from the Company or the need to notify the Company that she has done so. The parties further agree that Ms. Perkins knowingly and voluntarily waives all rights or claims (that arose prior to Ms. Perkins’ execution of this Release) the Releasers may have against the Releasees, or any of them, to receive any benefit or remedial relief (including, but not limited to, reinstatement, back pay, front pay, damages, attorneys’ fees, experts’ fees) as a consequence of any investigation or proceeding conducted by the EEOC.

2. Ms. Perkins acknowledges that the Company has specifically advised her of the right to seek the advice of an attorney concerning the terms and conditions of this Release. Ms. Perkins further acknowledges that she has been furnished with a copy of this Release, and she has been afforded twenty-one (21) calendar days in which to consider the terms and conditions set forth above prior to this Release. By executing this Release, Ms. Perkins affirmatively states that she has had sufficient and reasonable time to review this Release and to consult with an attorney concerning her legal rights prior to the final execution of this Release. Ms. Perkins further agrees that she has carefully read this Release and fully understands its terms. Ms. Perkins acknowledges that she has entered into this Release, knowingly, freely and voluntarily. Ms. Perkins understands that she may revoke this Release within seven (7) calendar days after signing this Release. Revocation of this Release must be made in writing and must be received by [___] at the Company, [COMPANY ADDRESS], within the time period set forth above.

3. This Release covers both claims that Ms. Perkins knows about and those Ms. Perkins may not know about. Ms. Perkins expressly waives all rights afforded by any statute which limits the effect of a release with respect to unknown claims. Ms. Perkins understands the significance of Ms. Perkins’ release of unknown claims and Ms. Perkins’ waiver of statutory protection against a release of unknown claims.

4. This Release will be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to any choice of law or conflicting provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the laws of any jurisdiction other than the State of Delaware to be applied. In furtherance of the foregoing, the internal law of the State of Delaware will control the interpretation and construction of this agreement, even if under such jurisdiction’s choice of law or conflict of law analysis, the substantive law of some other jurisdiction would ordinarily apply. The provisions of this Release are severable, and if any part or portion of it is found to be unenforceable, the other paragraphs shall remain fully valid and enforceable.

5. This Release shall become effective and enforceable on the eighth day following its execution by Ms. Perkins, provided she does not exercise her right of revocation as described above. If Ms. Perkins fails to sign and deliver this Release or revokes her signature, this Release will be without force or effect, and Ms. Perkins shall not be entitled to the Transition, Separation and Release Payment.

A-2

Date:

Noelle J. Perkins

A-3

Document

Exhibit 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

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

AS ADOPTED PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, David C. Jukes, certify that:

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

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

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

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

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

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

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

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

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

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

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


Date: May 8, 2023			By: /s/ David C. Jukes
			David C. Jukes
			President and Chief Executive Officer

Document

Exhibit 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

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

AS ADOPTED PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Nicholas W. Alexos, certify that:

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

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


Date: May 8, 2023			By: /s/ Nicholas W. Alexos
			Nicholas W. Alexos
			Executive Vice President and Chief Financial Officer

Document

Exhibit 32.1

CERTIFICATION PURSUANT TO

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

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q (the “Report”) for the quarter ended March 31, 2023, 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
May 8, 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

CERTIFICATION PURSUANT TO

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

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q (the “Report”) for the quarter ended March 31, 2023, 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
May 8, 2023