DOWNERS GROVE, Ill.,
Feb. 8, 2019 /PRNewswire/
-- Univar Inc. (NYSE: UNVR) ("Univar"), a global chemical and
ingredients distributor and provider of value-added services,
announced today its unaudited financial results for the fourth
quarter and fiscal year ended December 31,
2018.
As previously announced, Univar has established a special
meeting date of February 27, 2019 to
consider and vote on the proposals necessary to complete its
previously announced acquisition of Nexeo Solutions, Inc. (NASDAQ:
NXEO) ("Nexeo Solutions"). Subject to customary closing conditions,
including approval by certain regulatory authorities and approval
of the transaction by Univar shareholders, the transaction is
expected to be completed in the first quarter of 2019. The
transaction has received regulatory approvals from the U.S., the
EU, and Canada.
Upon completion of the merger, Univar intends to hold a webcast
with investors to discuss its recent business results for 2018 and
pro-forma 2019 guidance for the combined entities. The webcast will
be accessible on the Investor Relations section of Univar's website
at https://investor.univar.com.
Fourth Quarter 2018 Highlights
- Univar reported net income of $1.2
million, or $0.01 per share,
compared to net income of $27.0
million, or $0.19 per share in
the prior year fourth quarter. Net income in the current year
fourth quarter included a non-cash, pension mark-to-market loss of
$34.2 million or $0.18 per share, and $15.1
million or $0.09 per share for
acquisition and integration related expenses.
- Adjusted earnings per share of $0.33 and Adjusted EBITDA of $144.0 million were essentially flat with the
prior year.
- Univar improved its leverage ratio to 3.5x from 4.1x in the
prior year fourth quarter reflecting growth in Adjusted EBITDA and
a $169.8 million reduction in net
debt.
Full Year 2018 Financial, Operating and Strategic
Highlights
- Univar reported net income of $172.3
million, or $1.21 per share,
compared to net income of $119.8
million, or $0.85 per share in
the prior year.
- Adjusted earnings per share increased 16.5 percent to
$1.62 per share from $1.39 per share in the prior year.
- Consolidated gross margin expanded by 10 basis points,
improving gross profit by $94.6
million, or 5.2 percent compared to the prior year.
- Adjusted EBITDA grew 7.8 percent to $640.4 million, and Adjusted EBITDA margin
expanded 20 basis points to 7.4 percent from the prior year.
- Adjusted EBITDA and Adjusted EBITDA margin increased in all
operating segments with the exception of Canada, which was challenged by a second year
of adverse weather conditions, impacting the Company's agriculture
business.
- Improved USA sales force
execution resulted in USA volume growth for the first time since
2014.
- Announced the acquisition of Nexeo Solutions, accelerating
transformation and growth.
- Reduced leverage ratio to 3.5x Net Debt / Adjusted EBITDA,
strengthening the balance sheet.
"We continued to improve on our global execution in the fourth
quarter despite challenges in Canada and softer than forecasted demand from
most industrial end markets," said David
Jukes, president and chief executive officer. "In
particular, improved sales force and operational execution in our
USA segment drove Adjusted EBITDA
growth in a quarter when customer demand and purchasing behavior
was dampened by macroeconomic uncertainty."
"We remain focused on our strategic growth priorities," Jukes
continued, "Including our ongoing USA transformation and progress toward the
close of our Nexeo acquisition, which we expect will significantly
enhance and accelerate our ability to grow and drive shareholder
value. We are confident our strategy is working and is positioning
Univar for long-term, sustainable growth."
Company Performance
The results of Univar's operating performance are described
below and, unless otherwise indicated, are a comparison of fourth
quarter 2018 results with fourth quarter 2017 results, including
Adjusted EBITDA, which is reconciled to reported net income in the
accompanying supplemental financial information.
Univar
Inc.
|
Adjusted
EBITDA
|
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
Three months
ended
December 31,
|
|
|
|
|
|
|
(in
millions)
|
|
2018
|
|
2017
|
|
$
change
|
|
%
change
|
|
% change
excl.
currency
|
|
|
|
|
|
|
|
|
|
|
|
External Net
Sales
|
|
|
|
|
|
|
|
|
|
|
USA
|
|
$
|
1,161.5
|
|
|
$
|
1,130.1
|
|
|
$
|
31.4
|
|
|
2.8
|
%
|
|
2.8
|
%
|
Canada
|
|
264.5
|
|
|
271.9
|
|
|
(7.4)
|
|
|
(2.7)
|
%
|
|
2.3
|
%
|
EMEA
|
|
452.8
|
|
|
460.9
|
|
|
(8.1)
|
|
|
(1.8)
|
%
|
|
3.4
|
%
|
Rest of
World
|
|
92.4
|
|
|
96.3
|
|
|
(3.9)
|
|
|
(4.0)
|
%
|
|
4.5
|
%
|
Total Consolidated
Net Sales
|
|
$
|
1,971.2
|
|
|
$
|
1,959.2
|
|
|
$
|
12.0
|
|
|
0.6
|
%
|
|
2.9
|
%
|
|
|
|
|
|
|
|
|
|
|
|
Gross
Profit
|
|
|
|
|
|
|
|
|
|
|
USA
|
|
$
|
268.2
|
|
|
$
|
260.2
|
|
|
$
|
8.0
|
|
|
3.1
|
%
|
|
3.1
|
%
|
Canada
|
|
51.5
|
|
|
58.1
|
|
|
(6.6)
|
|
|
(11.4)
|
%
|
|
(7.2)
|
%
|
EMEA
|
|
104.0
|
|
|
104.6
|
|
|
(0.6)
|
|
|
(0.6)
|
%
|
|
4.3
|
%
|
Rest of
World
|
|
20.6
|
|
|
22.0
|
|
|
(1.4)
|
|
|
(6.4)
|
%
|
|
3.2
|
%
|
Total Consolidated
Gross Profit (1)
|
|
$
|
444.3
|
|
|
$
|
444.9
|
|
|
$
|
(0.6)
|
|
|
(0.1)
|
%
|
|
2.0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted
EBITDA
|
|
|
|
|
|
|
|
|
|
|
USA
|
|
$
|
88.6
|
|
|
$
|
86.5
|
|
|
$
|
2.1
|
|
|
2.4
|
%
|
|
2.4
|
%
|
Canada
|
|
21.4
|
|
|
27.8
|
|
|
(6.4)
|
|
|
(23.0)
|
%
|
|
(19.1)
|
%
|
EMEA
|
|
30.8
|
|
|
30.4
|
|
|
0.4
|
|
|
1.3
|
%
|
|
7.9
|
%
|
Rest of
World
|
|
7.3
|
|
|
7.8
|
|
|
(0.5)
|
|
|
(6.4)
|
%
|
|
3.8
|
%
|
Other
(2)
|
|
(4.1)
|
|
|
(6.4)
|
|
|
2.3
|
|
|
35.9
|
%
|
|
35.9
|
%
|
Total Consolidated
Adjusted EBITDA
|
|
$
|
144.0
|
|
|
$
|
146.1
|
|
|
$
|
(2.1)
|
|
|
(1.4)
|
%
|
|
1.1
|
%
|
|
(1)
|
Gross profit is
calculated by deducting cost of goods sold (exclusive of
depreciation), from net sales.
|
(2)
|
Other represents
unallocated corporate costs that do not directly benefit
segments.
|
Segment Highlights for the Fourth Quarter 2018
USA –
Adjusted EBITDA increased 2.4 percent to $88.6 million, which was the eighth consecutive
quarter of growth. USA segment
sales increased 2.8 percent on volumes that were equal to prior
year primarily due to cautious buying behavior from customers
throughout the quarter. The Company saw weak demand in October,
followed by a small improvement in November, only to see demand
soften again in December. Gross margin expanded 10 basis points to
23.1 percent reflecting continued margin management and improving
execution, despite an unfavorable shift in product mix and
out-performance in bulk commodity chemicals. Adjusted EBITDA margin
decreased 10 basis points to 7.6 percent largely due to higher
freight expense as a percentage of sales resulting from a higher
mix of bulk chemical business. Excluding the impact of increased
bulk chemical business on mix, outbound freight expense would have
decreased as a percentage of sales.
Canada –
Soft demand in Western Canada
energy markets and persistent challenges in the weather-impacted
agriculture business negatively effected results for the
Canada segment. Gross margin
decreased 190 basis points to 19.5 percent as a result of lower
margins on certain commodity chemicals and agrochemical products.
Adjusted EBITDA decreased 23.0 percent to $21.4 million, and Adjusted EBITDA margin
decreased 210 basis points to 8.1 percent.
EMEA – Continued double digit growth in the
segment's Focused Industries line of business and favorable product
mix drove 7.9 percent Adjusted EBITDA growth, excluding the impact
of currency, despite signs of economic uncertainty. Gross margin
increased 30 basis points to 23.0 percent and Adjusted EBITDA
margin expanded 20 basis points due to improved mix and effective
cost management.
Rest of World – Strong performance in
Mexico was offset by softness,
particularly late in the quarter, in Brazil. Adjusted EBITDA grew 3.8 percent on a
currency neutral basis, but fell 6.4 percent to $7.3 million on a reported basis reflecting the
change in foreign exchange rates. Gross margin decreased 50 basis
points to 22.3 percent and Adjusted EBITDA margin decreased 20
basis points to 7.9 percent as a result of lower margins on
certain products.
Outlook
The following is an overview of management's expectations for
Univar's financial performance for the first quarter and full year
2019 on a stand-alone basis. Upon completion of the Nexeo Solutions
acquisition, Univar will issue pro-forma 2019 guidance for the
combined Company.
For the full year 2019, on a stand-alone basis, Univar expects
to generate Adjusted EBITDA roughly equal to its results for 2018
of $640.4 million. The Company
expects a significant increase in Free Cash Flow from $195.3 million in 2018 to $250 million to $300
million.
In developing this guidance, Univar made the following
assumptions:
Macroeconomic environment:
- Slower industrial production growth, down from the historical
projections of one to two percent growth.
- Canadian agriculture business improvement of approximately
$5 million in Adjusted EBITDA,
following an adverse, weather-impacted year.
Operating improvements:
- Continued improvement in sales force efficiency and win/loss
ratio. The sales force continues to show positive signs of
improvement and the Company remains confident in its ability to
drive an increase in efficiency through its ongoing sales force
transformation and training programs. However, this improvement
will be challenged by an uncertain demand environment.
- Growth from new supplier authorizations, though somewhat
reduced from earlier expectations due to economic uncertainty.
- Continued operating expense productivity gains in logistics and
warehousing, keeping operating costs flat as a percentage of sales
from the prior year.
- Strong free cash flow growth, including the following
assumptions:
-
- Capital expenditures of $90
million; pension contributions of $35
million; cash taxes of $60
million; and working capital investment of $0 to $50
million.
Challenges:
- Foreign currency translation is expected to lower 2019 Adjusted
EBITDA by approximately $13
million.
- Income tax rate for Adjusted EPS of 30.5%, slightly higher than
2018.
- A previously reported one-time favorable product cost and other
adjustments in the USA segment of
approximately $8 million from the
first quarter of 2018, which will not reoccur in 2019.
- Limited improvement in freight / transportation costs.
Univar expects the first quarter of 2019 to be the weakest
quarter of the year, impacted by the following factors:
- Foreign currency translation is expected to lower Adjusted
EBITDA by approximately $6 million in
the first quarter.
- A previously reported one-time favorable product cost and other
adjustments in the USA segment of
approximately $8 million from the
first quarter of 2018, which will not reoccur in the first quarter
of 2019.
- Continued softness in global industrial markets.
As a result, for the first quarter of 2019, the Company expects
to generate Adjusted EBITDA of $140
million to $145 million and
Adjusted EPS(1) of $0.27 -
$0.29.
Above assumptions are specific to Univar on a stand-alone
basis, excluding business results and one-time integration and deal
costs associated with the Nexeo Solutions acquisition.
(1)
|
Refer to "Use of
Non-GAAP Measures" for additional information on Adjusted earnings
per share.
|
Gross Profit, Gross Margin, Adjusted EBITDA, Adjusted EBITDA
margin, Adjusted net income, Adjusted earnings per share
The Company monitors the results of its operating segments
separately for the purposes of making decisions about resource
allocation and performance assessment. The Company evaluates
performance on the basis of gross profit, which it defines as net
sales less cost of goods sold (exclusive of depreciation), gross
margin, which it defines as gross profit divided by external net
sales as well as Adjusted EBITDA, which it defines as its
consolidated net income (loss), plus the sum of interest expense,
net of interest income, income tax expense (benefit), depreciation,
amortization, loss on extinguishment of debt, other operating
expenses (income), net (which primarily consists of acquisition and
integration related expenses, employee stock-based compensation
expense, restructuring charges, other employee termination costs,
business optimization, and other unusual or non-recurring
expenses), and other (expense) income, net (which primarily
consists of pension mark to market adjustments, gains and losses on
foreign currency transactions and undesignated derivative
instruments, ineffective portion of cash flow hedges, debt
refinancing costs, non-operating retirement benefits, and other
non-operating activity). Adjusted EBITDA margin is Adjusted EBITDA
as a percentage of net sales. Adjusted EBITDA conversion ratio is
Adjusted EBITDA as a percentage of Gross Profit. The Company
believes that Adjusted EBITDA is an important indicator of
operating performance because:
- The Company reports Adjusted EBITDA to its lenders as required
under the covenants of its credit agreements;
- The Company considers gains (losses) on the acquisition,
disposal and impairment of assets as resulting from investing
decisions rather than ongoing operations;
- Adjusted EBITDA excludes the effects of income taxes, as well
as the effects of financing and investing activities by eliminating
the effects of interest, depreciation and amortization expenses and
therefore more closely measures our operational performance;
- The Company uses Adjusted EBITDA in setting performance
incentive targets in order to align performance measurement with
operational performance; and
- Other significant items, while periodically affecting the
Company's results, may vary significantly from period to period and
have a disproportionate effect in a given period, which affects
comparability of its results.
The Company has incorporated an Adjusted net income and Adjusted
earnings per share metric as a complementary metric to GAAP
earnings per share to provide additional transparency to ongoing
performance. Adjusted net income excludes the same items as
Adjusted EBITDA, except for stock-based compensation expense and
non-operating retirement benefits.
Use of Non-GAAP Measures
The Company's management believes that certain financial
measures that do not comply with accounting principles generally
accepted in the United States
("GAAP") provide relevant and meaningful information concerning the
ongoing operating results of the Company. These financial measures
include gross profit (exclusive of depreciation), gross margin
(exclusive of depreciation), Adjusted EBITDA, Adjusted EBITDA
margin, Adjusted net income and Adjusted earnings per share. Such
non-GAAP financial measures are used from time to time herein but
should not be viewed as a substitute for GAAP measures of
performance. Reconciliations of non-GAAP measures to GAAP are
provided in Schedules B and E.
The Company's management has provided Adjusted earnings per
share guidance which excludes certain nonrecurring costs and
expenses. While the Company expects that these nonrecurring costs
and expenses will occur in the future, due to the uncertain nature
and variability of these items, such as market changes affecting
our defined benefit plans and foreign currency movements, it is not
possible at this time, without unreasonable efforts, to estimate
the amount or significance of these nonrecurring costs and expenses
that may be included in projected GAAP earnings per share. The
Company's management believes that these nonrecurring costs and
expenses are not representative of the Company's underlying
business performance and that Adjusted earnings per share provides
the best estimate of future performance.
About Univar
Founded in 1924, Univar (NYSE: UNVR) is a global chemical and
ingredients distributor and provider of value-added services,
working with leading suppliers worldwide. Supported by a
comprehensive team of sales and technical professionals with deep
specialty and market expertise, Univar operates hundreds of
distribution facilities throughout North
America, Western Europe,
Asia-Pacific and Latin America. Univar delivers tailored
customer solutions through a broad product and services portfolio
sustained by one of the most extensive industry distribution
networks in the world. For more information, visit
www.univar.com.
Forward-Looking Statements
This press release includes certain statements relating to
future events and our intentions, beliefs, expectations, and
predictions for the future which are "forward-looking statements"
within the meaning of Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934, as
amended. Forward-looking statements are subject to known and
unknown risks and uncertainties, many of which may be beyond our
control. We caution you that the forward-looking information
presented in this press release is not a guarantee of future events
or results, and that actual events or results may differ materially
from those made in or suggested by the forward-looking information
contained in this press release. In addition, forward-looking
statements generally can be identified by the use of
forward-looking terminology such as "may," "plan," "seek,"
"comfortable with," "will," "expect," "intend," "estimate,"
"anticipate," "believe" or "continue" or the negative thereof or
variations thereon or similar terminology. Any
forward-looking information presented herein is made only as of the
date of this press release, and we do not undertake any obligation
to update or revise any forward-looking information to reflect
changes in assumptions, the occurrence of unanticipated events, or
otherwise.
Disclaimer
This communication shall neither constitute an offer to sell or
the solicitation of an offer to buy any securities, nor shall there
be any sale of securities in any jurisdiction in which the offer,
solicitation, or sale would be unlawful prior to the registration
or qualification under the securities laws of any such
jurisdiction. No offer of securities shall be made except by means
of a prospectus meeting the requirements of Section 10 of the
Securities Act of 1933, as amended.
Additional Information and Where to Find it
In connection with the proposed transaction between Univar and
Nexeo, Univar has filed a registration statement on Form S-4, that
contains a prospectus and a proxy statement for Univar and consent
solicitation statement for Nexeo (the "prospectus/joint proxy and
consent solicitation statement"). The registration statement
was declared effective by the SEC on January
29, 2019. INVESTORS AND SECURITY HOLDERS OF UNIVAR AND NEXEO
ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED WITH THE SEC WHEN
THEY BECOME AVAILABLE, INCLUDING THE PROSPECTUS/JOINT PROXY AND
CONSENT SOLICITATION STATEMENT, BECAUSE THEY CONTAIN IMPORTANT
INFORMATION ABOUT THE PROPOSED TRANSACTION. In connection
with the proposed transaction, a definitive prospectus/joint proxy
and consent solicitation statement was sent to the shareholders of
Univar and Nexeo on or about January 29,
2019. Investors and security holders may also obtain copies
of the prospectus/joint proxy and consent solicitation statement as
well as other filings containing information about Univar and
Nexeo, without charge, at the SEC's website, http://www.sec.gov.
Copies of the documents filed with the SEC by Univar are available
free of charge within the investor relations section of Univar's
website at www.univar.com. Copies of the documents filed with the
SEC by Nexeo are available free of charge within the investor
relations section of Nexeo's website at www.nexeosolutions.com.
Participants in the Solicitation
Univar, Nexeo and each of their directors, executive officers
and certain other employees may be deemed to be participants in the
solicitation of proxies from Univar's shareholders and consents
from Nexeo's shareholders in respect of the proposed transaction
between Univar and Nexeo. Information regarding Univar's directors
and executive officers is contained in Univar's proxy statement for
its 2018 annual meeting, which was filed with the SEC on
March 20, 2018. Information regarding
Nexeo's directors and executive officers is contained in Nexeo's
proxy statement for its 2018 annual meeting, which was filed with
the SEC on December 14, 2017.
Investors and security holders may obtain additional information
regarding the interests of such participants by reading the
definitive prospectus/joint proxy and consent solicitation
statement when it becomes available, which may be obtained as
described in the paragraphs above.
Univar
Inc.
|
Consolidated
Statements of Operations
|
(Unaudited)
|
|
|
|
Three months
ended December
31,
|
|
Year ended
December 31,
|
(in millions,
except per share data)
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
Net sales
|
|
$
|
1,971.2
|
|
|
$
|
1,959.2
|
|
|
$
|
8,632.5
|
|
|
$
|
8,253.7
|
|
Cost of goods sold
(exclusive of depreciation)
|
|
1,526.9
|
|
|
1,514.3
|
|
|
6,732.4
|
|
|
6,448.2
|
|
Operating
expenses:
|
|
|
|
|
|
|
|
|
Outbound freight and
handling
|
|
79.8
|
|
|
74.3
|
|
|
328.3
|
|
|
292.0
|
|
Warehousing, selling
and administrative
|
|
220.5
|
|
|
224.5
|
|
|
931.4
|
|
|
919.7
|
|
Other operating
expenses, net
|
|
36.5
|
|
|
(0.4)
|
|
|
73.5
|
|
|
55.4
|
|
Depreciation
|
|
31.4
|
|
|
32.5
|
|
|
125.2
|
|
|
135.0
|
|
Amortization
|
|
13.6
|
|
|
15.4
|
|
|
54.3
|
|
|
65.4
|
|
Total operating
expenses
|
|
$
|
381.8
|
|
|
$
|
346.3
|
|
|
$
|
1,512.7
|
|
|
$
|
1,467.5
|
|
Operating
income
|
|
$
|
62.5
|
|
|
$
|
98.6
|
|
|
$
|
387.4
|
|
|
$
|
338.0
|
|
Other (expense)
income:
|
|
|
|
|
|
|
|
|
Interest
income
|
|
0.5
|
|
|
1.4
|
|
|
3.2
|
|
|
4.0
|
|
Interest
expense
|
|
(33.8)
|
|
|
(39.4)
|
|
|
(135.6)
|
|
|
(152.0)
|
|
Loss on
extinguishment of debt
|
|
(0.1)
|
|
|
(3.0)
|
|
|
(0.1)
|
|
|
(3.8)
|
|
Other (expense)
income, net
|
|
(35.7)
|
|
|
3.0
|
|
|
(32.7)
|
|
|
(17.4)
|
|
Total other
expense
|
|
$
|
(69.1)
|
|
|
$
|
(38.0)
|
|
|
$
|
(165.2)
|
|
|
$
|
(169.2)
|
|
(Loss) income before
income taxes
|
|
(6.6)
|
|
|
60.6
|
|
|
222.2
|
|
|
168.8
|
|
Income tax (benefit)
expense
|
|
(7.8)
|
|
|
33.6
|
|
|
49.9
|
|
|
49.0
|
|
Net income
|
|
$
|
1.2
|
|
|
$
|
27.0
|
|
|
$
|
172.3
|
|
|
$
|
119.8
|
|
Income per common
share:
|
|
|
|
|
|
|
|
|
Basic
|
|
$
|
0.01
|
|
|
$
|
0.19
|
|
|
$
|
1.22
|
|
|
$
|
0.85
|
|
Diluted
|
|
0.01
|
|
|
0.19
|
|
|
1.21
|
|
|
0.85
|
|
Weighted average
common shares outstanding:
|
|
|
|
|
|
|
|
|
Basic
|
|
141.4
|
|
|
140.7
|
|
|
141.2
|
|
|
140.2
|
|
Diluted
|
|
142.2
|
|
|
141.8
|
|
|
142.2
|
|
|
141.4
|
|
Univar
Inc.
|
Consolidated
Balance Sheets
|
(Unaudited)
|
|
(in millions,
except per share data)
|
|
December
31, 2018
|
|
December
31, 2017
|
Assets
|
|
|
|
|
Current
assets:
|
|
|
|
|
Cash and cash
equivalents
|
|
$
|
121.6
|
|
|
$
|
467.0
|
|
Trade accounts
receivable, net
|
|
1,094.7
|
|
|
1,062.4
|
|
Inventories
|
|
803.3
|
|
|
839.5
|
|
Prepaid expenses and
other current assets
|
|
169.1
|
|
|
149.6
|
|
Total current
assets
|
|
$
|
2,188.7
|
|
|
$
|
2,518.5
|
|
Property, plant and
equipment, net
|
|
955.8
|
|
|
1,003.0
|
|
Goodwill
|
|
1,780.7
|
|
|
1,818.4
|
|
Intangible assets,
net
|
|
238.1
|
|
|
287.7
|
|
Deferred tax
assets
|
|
24.8
|
|
|
22.8
|
|
Other
assets
|
|
84.3
|
|
|
82.3
|
|
Total
assets
|
|
$
|
5,272.4
|
|
|
$
|
5,732.7
|
|
Liabilities and
stockholders' equity
|
|
|
|
|
Current
liabilities:
|
|
|
|
|
Short-term
financing
|
|
$
|
8.1
|
|
|
$
|
13.4
|
|
Trade accounts
payable
|
|
925.4
|
|
|
941.7
|
|
Current portion of
long-term debt
|
|
21.7
|
|
|
62.0
|
|
Accrued
compensation
|
|
93.6
|
|
|
100.7
|
|
Other accrued
expenses
|
|
285.8
|
|
|
301.6
|
|
Total current
liabilities
|
|
$
|
1,334.6
|
|
|
$
|
1,419.4
|
|
Long-term
debt
|
|
2,350.4
|
|
|
2,820.0
|
|
Pension and other
postretirement benefit liabilities
|
|
254.4
|
|
|
257.1
|
|
Deferred tax
liabilities
|
|
42.9
|
|
|
35.4
|
|
Other long-term
liabilities
|
|
98.4
|
|
|
110.7
|
|
Total
liabilities
|
|
$
|
4,080.7
|
|
|
$
|
4,642.6
|
|
Stockholders'
equity:
|
|
|
|
|
Preferred stock,
200.0 million shares authorized at $0.01 par value with no
shares issued or outstanding as of December 31, 2018 and
2017
|
|
—
|
|
|
—
|
|
Common stock, 2.0
billion shares authorized at $0.01 par value with
141.7 million and 141.1 million shares issued and outstanding
at December 31, 2018 and December 31, 2017,
respectively
|
|
1.4
|
|
|
1.4
|
|
Additional paid-in
capital
|
|
2,325.0
|
|
|
2,301.3
|
|
Accumulated
deficit
|
|
(761.5)
|
|
|
(934.1)
|
|
Accumulated other
comprehensive loss
|
|
(373.2)
|
|
|
(278.5)
|
|
Total stockholders'
equity
|
|
$
|
1,191.7
|
|
|
$
|
1,090.1
|
|
Total liabilities and
stockholders' equity
|
|
$
|
5,272.4
|
|
|
$
|
5,732.7
|
|
Univar
Inc.
|
Consolidated
Statements of Cash Flows
|
(Unaudited)
|
|
|
|
Three months
ended
December 31,
|
|
Year ended
December 31,
|
(in
millions)
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
Operating
activities:
|
|
|
|
|
|
|
|
|
Net income
|
|
$
|
1.2
|
|
|
$
|
27.0
|
|
|
$
|
172.3
|
|
|
$
|
119.8
|
|
Adjustments to
reconcile net income to net cash provided by operating
activities:
|
|
|
|
|
|
|
|
|
Depreciation and
amortization
|
|
45.0
|
|
|
47.9
|
|
|
179.5
|
|
|
200.4
|
|
Amortization of
deferred financing fees and debt discount
|
|
1.8
|
|
|
2.0
|
|
|
7.6
|
|
|
7.9
|
|
Amortization of
pension cost (credit) from accumulated other comprehensive
loss
|
|
2.6
|
|
|
—
|
|
|
2.7
|
|
|
(0.2)
|
|
Loss on
extinguishment of debt
|
|
0.1
|
|
|
3.0
|
|
|
0.1
|
|
|
3.8
|
|
Loss (gain) on sale
of property, plant and equipment and other assets
|
|
2.0
|
|
|
(11.3)
|
|
|
2.0
|
|
|
(11.3)
|
|
Deferred income
taxes
|
|
(6.1)
|
|
|
15.7
|
|
|
2.8
|
|
|
11.7
|
|
Stock-based
compensation expense
|
|
3.0
|
|
|
3.7
|
|
|
20.7
|
|
|
19.7
|
|
Other
|
|
1.5
|
|
|
(0.5)
|
|
|
0.7
|
|
|
(0.7)
|
|
Changes in operating
assets and liabilities:
|
|
|
|
|
|
|
|
|
Trade accounts
receivable, net
|
|
154.2
|
|
|
139.8
|
|
|
(62.1)
|
|
|
(58.5)
|
|
Inventories
|
|
26.3
|
|
|
(49.2)
|
|
|
14.4
|
|
|
(47.7)
|
|
Prepaid expenses and
other current assets
|
|
(6.0)
|
|
|
6.7
|
|
|
(19.3)
|
|
|
(8.7)
|
|
Trade accounts
payable
|
|
16.6
|
|
|
(4.5)
|
|
|
9.3
|
|
|
53.6
|
|
Pensions and other
postretirement benefit liabilities
|
|
17.2
|
|
|
(17.2)
|
|
|
(15.4)
|
|
|
(51.8)
|
|
Other, net
|
|
33.1
|
|
|
83.7
|
|
|
(25.4)
|
|
|
44.6
|
|
Net cash provided by
operating activities
|
|
$
|
292.5
|
|
|
$
|
246.8
|
|
|
$
|
289.9
|
|
|
$
|
282.6
|
|
Investing
activities:
|
|
|
|
|
|
|
|
|
Purchases of
property, plant and equipment
|
|
$
|
(34.7)
|
|
|
$
|
(24.7)
|
|
|
$
|
(94.6)
|
|
|
$
|
(82.7)
|
|
Proceeds from sale of
property, plant and equipment and other assets
|
|
5.8
|
|
|
26.0
|
|
|
14.5
|
|
|
29.2
|
|
Purchases of
businesses, net of cash acquired
|
|
1.4
|
|
|
—
|
|
|
(18.6)
|
|
|
(24.4)
|
|
Other
|
|
(0.2)
|
|
|
—
|
|
|
(0.3)
|
|
|
(1.2)
|
|
Net cash (used)
provided by investing activities
|
|
$
|
(27.7)
|
|
|
$
|
1.3
|
|
|
$
|
(99.0)
|
|
|
$
|
(79.1)
|
|
Financing
activities:
|
|
|
|
|
|
|
|
|
Proceeds from
issuance of long-term debt
|
|
(226.0)
|
|
|
2,243.8
|
|
|
41.7
|
|
|
4,477.8
|
|
Payments on long-term
debt and capital lease obligations
|
|
(3.8)
|
|
|
(2,318.1)
|
|
|
(561.9)
|
|
|
(4,585.7)
|
|
Short-term financing,
net
|
|
2.8
|
|
|
(3.3)
|
|
|
0.5
|
|
|
(22.2)
|
|
Financing fees
paid
|
|
(1.1)
|
|
|
(3.3)
|
|
|
(1.1)
|
|
|
(7.7)
|
|
Taxes paid related to
net share settlements of share-based compensation awards
|
|
(0.4)
|
|
|
(0.5)
|
|
|
(4.1)
|
|
|
(8.5)
|
|
Stock option
exercises
|
|
0.2
|
|
|
4.4
|
|
|
5.9
|
|
|
36.5
|
|
Contingent
consideration payments
|
|
(0.4)
|
|
|
(0.5)
|
|
|
(0.4)
|
|
|
(3.7)
|
|
Other
|
|
0.5
|
|
|
0.6
|
|
|
1.1
|
|
|
1.1
|
|
Net cash used by
financing activities
|
|
$
|
(228.2)
|
|
|
$
|
(76.9)
|
|
|
$
|
(518.3)
|
|
|
$
|
(112.4)
|
|
Effect of exchange
rate changes on cash and cash equivalents
|
|
$
|
(0.9)
|
|
|
$
|
1.9
|
|
|
$
|
(18.0)
|
|
|
$
|
39.5
|
|
Net increase
(decrease) in cash and cash equivalents
|
|
$
|
35.7
|
|
|
$
|
173.1
|
|
|
$
|
(345.4)
|
|
|
$
|
130.6
|
|
Cash and cash
equivalents at beginning of period
|
|
85.9
|
|
|
293.9
|
|
|
467.0
|
|
|
336.4
|
|
Cash and cash
equivalents at end of period
|
|
$
|
121.6
|
|
|
$
|
467.0
|
|
|
$
|
121.6
|
|
|
$
|
467.0
|
|
Schedule
A
|
|
Univar
Inc.
|
Full Year 2018
Segment Detail
|
|
|
|
(Unaudited)
|
|
|
|
|
|
|
|
|
Year ended
December 31,
|
|
|
|
|
|
|
(in
millions)
|
|
2018
|
|
2017
|
|
$
change
|
|
%
change
|
|
% change
excl. currency
|
|
|
|
|
|
|
|
|
|
|
|
External Net
Sales
|
|
|
|
|
|
|
|
|
|
|
USA
|
|
$
|
4,961.0
|
|
|
$
|
4,657.1
|
|
|
$
|
303.9
|
|
|
6.5
|
%
|
|
6.5
|
%
|
Canada
|
|
1,302.3
|
|
|
1,371.5
|
|
|
(69.2)
|
|
|
(5.0)
|
%
|
|
(5.2)
|
%
|
EMEA
|
|
1,975.7
|
|
|
1,821.2
|
|
|
154.5
|
|
|
8.5
|
%
|
|
5.4
|
%
|
Rest of
World
|
|
393.5
|
|
|
403.9
|
|
|
(10.4)
|
|
|
(2.6)
|
%
|
|
2.7
|
%
|
Total Consolidated
Net Sales
|
|
$
|
8,632.5
|
|
|
$
|
8,253.7
|
|
|
$
|
378.8
|
|
|
4.6
|
%
|
|
4.1
|
%
|
|
|
|
|
|
|
|
|
|
|
|
Gross
Profit
|
|
|
|
|
|
|
|
|
|
|
USA
|
|
$
|
1,128.3
|
|
|
$
|
1,072.2
|
|
|
$
|
56.1
|
|
|
5.2
|
%
|
|
5.2
|
%
|
Canada
|
|
231.5
|
|
|
237.6
|
|
|
(6.1)
|
|
|
(2.6)
|
%
|
|
(2.7)
|
%
|
EMEA
|
|
454.1
|
|
|
414.0
|
|
|
40.1
|
|
|
9.7
|
%
|
|
6.3
|
%
|
Rest of
World
|
|
86.2
|
|
|
81.7
|
|
|
4.5
|
|
|
5.5
|
%
|
|
13.0
|
%
|
Total Consolidated
Gross Profit (1)
|
|
$
|
1,900.1
|
|
|
$
|
1,805.5
|
|
|
$
|
94.6
|
|
|
5.2
|
%
|
|
4.8
|
%
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted
EBITDA
|
|
|
|
|
|
|
|
|
|
|
USA
|
|
$
|
376.4
|
|
|
$
|
350.0
|
|
|
$
|
26.4
|
|
|
7.5
|
%
|
|
7.5
|
%
|
Canada
|
|
104.7
|
|
|
114.1
|
|
|
(9.4)
|
|
|
(8.2)
|
%
|
|
(8.4)
|
%
|
EMEA
|
|
151.2
|
|
|
129.2
|
|
|
22.0
|
|
|
17.0
|
%
|
|
13.9
|
%
|
Rest of
World
|
|
33.3
|
|
|
28.7
|
|
|
4.6
|
|
|
16.0
|
%
|
|
25.1
|
%
|
Other
(2)
|
|
(25.2)
|
|
|
(28.2)
|
|
|
3.0
|
|
|
10.6
|
%
|
|
10.6
|
%
|
Total Consolidated
Adjusted EBITDA
|
|
$
|
640.4
|
|
|
$
|
593.8
|
|
|
$
|
46.6
|
|
|
7.8
|
%
|
|
7.6
|
%
|
|
(1)
|
Gross profit is
calculated by deducting cost of goods sold (exclusive of
depreciation), from net sales.
|
(2)
|
Other represents
unallocated corporate costs that do not directly benefit
segments.
|
Schedule
B
|
|
Univar
Inc.
|
Quarter
Reconciliation of Adjusted EBITDA to Reported Net
Income
|
(Unaudited)
|
|
(in
millions)
|
|
USA
|
|
Canada
|
|
EMEA
|
|
Rest of
World
|
|
Other/
Eliminations
|
|
Consolidated
|
|
|
Three Months Ended
December 31, 2018
|
Net sales:
|
|
|
|
|
|
|
|
|
|
|
|
|
External
customers
|
|
$
|
1,161.5
|
|
|
$
|
264.5
|
|
|
$
|
452.8
|
|
|
$
|
92.4
|
|
|
$
|
—
|
|
|
$
|
1,971.2
|
|
Inter-segment
|
|
25.0
|
|
|
2.1
|
|
|
0.5
|
|
|
—
|
|
|
(27.6)
|
|
|
—
|
|
Total net
sales
|
|
$
|
1,186.5
|
|
|
$
|
266.6
|
|
|
$
|
453.3
|
|
|
$
|
92.4
|
|
|
$
|
(27.6)
|
|
|
$
|
1,971.2
|
|
Cost of goods sold
(exclusive of depreciation)
|
|
918.3
|
|
|
215.1
|
|
|
349.3
|
|
|
71.8
|
|
|
(27.6)
|
|
|
1,526.9
|
|
Outbound freight and
handling
|
|
52.9
|
|
|
10.0
|
|
|
15.0
|
|
|
1.9
|
|
|
—
|
|
|
79.8
|
|
Warehousing, selling
and administrative
|
|
126.7
|
|
|
20.1
|
|
|
58.2
|
|
|
11.4
|
|
|
4.1
|
|
|
220.5
|
|
Adjusted
EBITDA
|
|
$
|
88.6
|
|
|
$
|
21.4
|
|
|
$
|
30.8
|
|
|
$
|
7.3
|
|
|
$
|
(4.1)
|
|
|
$
|
144.0
|
|
Other operating
expenses, net
|
|
|
|
|
|
|
|
|
|
|
|
36.5
|
|
Depreciation
|
|
|
|
|
|
|
|
|
|
|
|
31.4
|
|
Amortization
|
|
|
|
|
|
|
|
|
|
|
|
13.6
|
|
Interest expense,
net
|
|
|
|
|
|
|
|
|
|
|
|
33.3
|
|
Loss on
extinguishment of debt
|
|
|
|
|
|
|
|
|
|
|
|
0.1
|
|
Other expense,
net
|
|
|
|
|
|
|
|
|
|
|
|
35.7
|
|
Income tax
benefit
|
|
|
|
|
|
|
|
|
|
|
|
(7.8)
|
|
Net income
|
|
|
|
|
|
|
|
|
|
|
|
$
|
1.2
|
|
Total
assets
|
|
$
|
3,114.8
|
|
|
$
|
1,519.9
|
|
|
$
|
973.0
|
|
|
$
|
212.5
|
|
|
$
|
(547.8)
|
|
|
$
|
5,272.4
|
|
|
|
(in
millions)
|
|
USA
|
|
Canada
|
|
EMEA
|
|
Rest
of
World
|
|
Other/
Eliminations
|
|
Consolidated
|
|
|
Three Months Ended
December 31, 2018
|
Gross
profit:
|
|
|
|
|
|
|
|
|
Net sales
|
|
$
|
1,186.5
|
|
|
$
|
266.6
|
|
|
$
|
453.3
|
|
|
$
|
92.4
|
|
|
$
|
(27.6)
|
|
|
$
|
1,971.2
|
|
Cost of goods sold
(exclusive of depreciation)
|
|
918.3
|
|
|
215.1
|
|
|
349.3
|
|
|
71.8
|
|
|
(27.6)
|
|
|
1,526.9
|
|
Gross
profit
|
|
$
|
268.2
|
|
|
$
|
51.5
|
|
|
$
|
104.0
|
|
|
$
|
20.6
|
|
|
$
|
—
|
|
|
$
|
444.3
|
|
|
|
(in
millions)
|
|
USA
|
|
Canada
|
|
EMEA
|
|
Rest of
World
|
|
Other/
Eliminations
|
|
Consolidated
|
|
|
Three Months Ended
December 31, 2017
|
Net sales:
|
|
|
|
|
|
|
|
|
|
|
|
|
External
customers
|
|
$
|
1,130.1
|
|
|
$
|
271.9
|
|
|
$
|
460.9
|
|
|
$
|
96.3
|
|
|
$
|
—
|
|
|
$
|
1,959.2
|
|
Inter-segment
|
|
29.8
|
|
|
2.5
|
|
|
0.9
|
|
|
0.2
|
|
|
(33.4)
|
|
|
—
|
|
Total net
sales
|
|
$
|
1,159.9
|
|
|
$
|
274.4
|
|
|
$
|
461.8
|
|
|
$
|
96.5
|
|
|
$
|
(33.4)
|
|
|
$
|
1,959.2
|
|
Cost of goods sold
(exclusive of depreciation)
|
|
899.7
|
|
|
216.3
|
|
|
357.2
|
|
|
74.5
|
|
|
(33.4)
|
|
|
1,514.3
|
|
Outbound freight and
handling
|
|
48.4
|
|
|
9.8
|
|
|
14.7
|
|
|
1.4
|
|
|
—
|
|
|
74.3
|
|
Warehousing, selling
and administrative
|
|
125.3
|
|
|
20.5
|
|
|
59.5
|
|
|
12.8
|
|
|
6.4
|
|
|
224.5
|
|
Adjusted
EBITDA
|
|
$
|
86.5
|
|
|
$
|
27.8
|
|
|
$
|
30.4
|
|
|
$
|
7.8
|
|
|
$
|
(6.4)
|
|
|
$
|
146.1
|
|
Other operating
expenses, net
|
|
|
|
|
|
|
|
|
|
|
|
(0.4)
|
|
Depreciation
|
|
|
|
|
|
|
|
|
|
|
|
32.5
|
|
Amortization
|
|
|
|
|
|
|
|
|
|
|
|
15.4
|
|
Interest expense,
net
|
|
|
|
|
|
|
|
|
|
|
|
38.0
|
|
Loss on
extinguishment of debt
|
|
|
|
|
|
|
|
|
|
|
|
3.0
|
|
Other income,
net
|
|
|
|
|
|
|
|
|
|
|
|
(3.0)
|
|
Income tax
expense
|
|
|
|
|
|
|
|
|
|
|
|
33.6
|
|
Net income
|
|
|
|
|
|
|
|
|
|
|
|
$
|
27.0
|
|
Total
assets
|
|
$
|
3,526.8
|
|
|
$
|
2,091.3
|
|
|
$
|
935.1
|
|
|
$
|
237.5
|
|
|
$
|
(1,058.0)
|
|
|
$
|
5,732.7
|
|
|
|
(in
millions)
|
|
USA
|
|
Canada
|
|
EMEA
|
|
Rest
of
World
|
|
Other/
Eliminations
|
|
Consolidated
|
|
|
Three Months Ended
December 31, 2017
|
Gross
profit:
|
|
|
|
|
|
|
|
|
Net sales
|
|
$
|
1,159.9
|
|
|
$
|
274.4
|
|
|
$
|
461.8
|
|
|
$
|
96.5
|
|
|
$
|
(33.4)
|
|
|
$
|
1,959.2
|
|
Cost of goods sold
(exclusive of depreciation)
|
|
899.7
|
|
|
216.3
|
|
|
357.2
|
|
|
74.5
|
|
|
(33.4)
|
|
|
1,514.3
|
|
Gross
profit
|
|
$
|
260.2
|
|
|
$
|
58.1
|
|
|
$
|
104.6
|
|
|
$
|
22.0
|
|
|
$
|
—
|
|
|
$
|
444.9
|
|
Schedule
C
|
|
Univar
Inc.
|
Other operating
expenses (income), net
|
(Unaudited)
|
|
|
|
Three months
ended
December 31,
|
|
Year ended
December 31,
|
(in
millions)
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
Stock-based
compensation expense
|
|
$
|
3.0
|
|
|
$
|
3.7
|
|
|
$
|
20.7
|
|
|
$
|
19.7
|
|
Business
transformation costs
|
|
—
|
|
|
(0.2)
|
|
|
—
|
|
|
23.4
|
|
Restructuring
charges
|
|
1.4
|
|
|
1.1
|
|
|
4.8
|
|
|
5.5
|
|
Other employee
termination costs
|
|
6.9
|
|
|
2.2
|
|
|
16.4
|
|
|
8.1
|
|
Loss (gain) on sale
of property, plant and equipment and other assets
|
|
2.9
|
|
|
(11.3)
|
|
|
2.0
|
|
|
(11.3)
|
|
Acquisition and
integration related expenses
|
|
15.1
|
|
|
1.1
|
|
|
22.0
|
|
|
3.1
|
|
Other
|
|
7.2
|
|
|
3.0
|
|
|
7.6
|
|
|
6.9
|
|
Total other operating
expenses (income), net
|
|
$
|
36.5
|
|
|
$
|
(0.4)
|
|
|
$
|
73.5
|
|
|
$
|
55.4
|
|
Schedule
D
|
|
Univar
Inc.
|
Other (expense)
income, net
|
(Unaudited)
|
|
|
Three months
ended
December 31,
|
|
Year ended
December 31,
|
(in
millions)
|
2018
|
|
2017
|
|
2018
|
|
2017
|
Pension mark to
market loss
|
$
|
(34.2)
|
|
|
$
|
(3.8)
|
|
|
$
|
(34.2)
|
|
|
$
|
(3.8)
|
|
Pension curtailment
and settlement gains
|
—
|
|
|
9.7
|
|
|
—
|
|
|
9.7
|
|
Non-operating
retirement benefits
|
0.8
|
|
|
2.4
|
|
|
11.0
|
|
|
9.9
|
|
Foreign currency
transactions
|
1.3
|
|
|
(0.3)
|
|
|
(6.7)
|
|
|
(4.6)
|
|
Foreign currency
denominated loans revaluation
|
(0.2)
|
|
|
(2.7)
|
|
|
(0.8)
|
|
|
(17.9)
|
|
Undesignated foreign
currency derivative instruments
|
(2.5)
|
|
|
(1.3)
|
|
|
1.1
|
|
|
0.3
|
|
Undesignated interest
rate swap contracts
|
—
|
|
|
0.8
|
|
|
—
|
|
|
(2.2)
|
|
Debt refinancing
costs
|
—
|
|
|
(1.1)
|
|
|
—
|
|
|
(5.3)
|
|
Other
|
(0.9)
|
|
|
(0.7)
|
|
|
(3.1)
|
|
|
(3.5)
|
|
Total other (expense)
income, net
|
$
|
(35.7)
|
|
|
$
|
3.0
|
|
|
$
|
(32.7)
|
|
|
$
|
(17.4)
|
|
Schedule
E
|
|
Univar
Inc.
|
GAAP Net Income to
Adjusted Net Income and Adjusted EBITDA Tabular
reconciliations
|
(Unaudited)
|
|
|
|
Three months ended
December 31,
|
|
Year ended
December 31,
|
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
(in millions,
except per share data)
|
|
Amount
(2)
|
|
per share
(1)
|
|
Amount
(2)
|
|
per share
(1)
|
|
Amount
(2)
|
|
per share
(1)
|
|
Amount
(2)
|
|
per share
(1)
|
Net income
(3)
|
|
$
|
1.2
|
|
|
$
|
0.01
|
|
|
$
|
27.0
|
|
|
$
|
0.19
|
|
|
$
|
172.3
|
|
|
$
|
1.21
|
|
|
$
|
119.8
|
|
|
$
|
0.85
|
|
Pension mark to
market loss (2)(4)
|
|
34.2
|
|
|
0.24
|
|
|
3.8
|
|
|
0.03
|
|
|
34.2
|
|
|
0.24
|
|
|
3.8
|
|
|
0.03
|
|
Pension curtailment
and settlement gains (2)(4)
|
|
—
|
|
|
—
|
|
|
(9.7)
|
|
|
(0.07)
|
|
|
—
|
|
|
—
|
|
|
(9.7)
|
|
|
(0.07)
|
|
Other non-recurring
pension items
|
|
2.5
|
|
|
0.02
|
|
|
—
|
|
|
—
|
|
|
2.5
|
|
|
0.02
|
|
|
—
|
|
|
—
|
|
Exchange (gain) loss
(2)(4)
|
|
(1.1)
|
|
|
(0.01)
|
|
|
3.0
|
|
|
0.02
|
|
|
7.5
|
|
|
0.05
|
|
|
22.5
|
|
|
0.16
|
|
Derivative loss
(gain) (2)(4)
|
|
2.5
|
|
|
0.02
|
|
|
0.5
|
|
|
—
|
|
|
(1.1)
|
|
|
(0.01)
|
|
|
1.9
|
|
|
0.01
|
|
Transformation costs
(2)(4)
|
|
—
|
|
|
—
|
|
|
(0.2)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
23.4
|
|
|
0.17
|
|
Loss (gain) on sale
of property, plant and equipment and other assets
(2)(4)
|
|
2.9
|
|
|
0.01
|
|
|
(11.3)
|
|
|
(0.08)
|
|
|
2.0
|
|
|
0.01
|
|
|
(11.3)
|
|
|
(0.08)
|
|
Restructuring charges
(2)(4)
|
|
1.4
|
|
|
0.01
|
|
|
1.1
|
|
|
0.01
|
|
|
4.8
|
|
|
0.03
|
|
|
5.5
|
|
|
0.04
|
|
Other employee
termination costs (2)(4)
|
|
6.9
|
|
|
0.05
|
|
|
2.2
|
|
|
0.02
|
|
|
16.4
|
|
|
0.12
|
|
|
8.1
|
|
|
0.06
|
|
Debt refinancing
costs (2)(4)
|
|
—
|
|
|
—
|
|
|
1.1
|
|
|
0.01
|
|
|
—
|
|
|
—
|
|
|
5.3
|
|
|
0.04
|
|
Loss on
extinguishment of debt
|
|
0.1
|
|
|
—
|
|
|
3.0
|
|
|
0.02
|
|
|
0.1
|
|
|
—
|
|
|
3.8
|
|
|
0.03
|
|
Acquisition and
integration related costs (2)(4)
|
|
15.1
|
|
|
0.10
|
|
|
1.1
|
|
|
0.01
|
|
|
22.0
|
|
|
0.15
|
|
|
3.1
|
|
|
0.02
|
|
Other
(2)(4)
|
|
8.1
|
|
|
0.07
|
|
|
3.7
|
|
|
0.02
|
|
|
10.7
|
|
|
0.09
|
|
|
10.4
|
|
|
0.07
|
|
(Benefit from)
provision for income taxes related to reconciling items
(5)
|
|
(18.1)
|
|
|
(0.13)
|
|
|
0.2
|
|
|
—
|
|
|
(25.6)
|
|
|
(0.18)
|
|
|
(12.1)
|
|
|
(0.10)
|
|
US tax legislation
(2)(5)
|
|
—
|
|
|
—
|
|
|
36.6
|
|
|
0.26
|
|
|
—
|
|
|
—
|
|
|
36.6
|
|
|
0.26
|
|
Other non-recurring
tax items (2)(5)
|
|
(8.2)
|
|
|
(0.06)
|
|
|
(14.0)
|
|
|
(0.10)
|
|
|
(15.6)
|
|
|
(0.11)
|
|
|
(14.0)
|
|
|
(0.10)
|
|
Adjusted net
income
|
|
$
|
47.5
|
|
|
$
|
0.33
|
|
|
$
|
48.1
|
|
|
$
|
0.34
|
|
|
$
|
230.2
|
|
|
$
|
1.62
|
|
|
$
|
197.1
|
|
|
$
|
1.39
|
|
Stock-based
compensation
|
|
3.0
|
|
|
|
|
3.7
|
|
|
|
|
20.7
|
|
|
|
|
19.7
|
|
|
|
Non-operating
retirement benefits
|
|
(3.3)
|
|
|
|
|
(2.4)
|
|
|
|
|
(13.5)
|
|
|
|
|
(9.9)
|
|
|
|
Interest expense,
net
|
|
33.3
|
|
|
|
|
38.0
|
|
|
|
|
132.4
|
|
|
|
|
148.0
|
|
|
|
Depreciation
|
|
31.4
|
|
|
|
|
32.5
|
|
|
|
|
125.2
|
|
|
|
|
135.0
|
|
|
|
Amortization
|
|
13.6
|
|
|
|
|
15.4
|
|
|
|
|
54.3
|
|
|
|
|
65.4
|
|
|
|
All remaining
provision for income taxes (5)
|
|
18.5
|
|
|
|
|
10.8
|
|
|
|
|
91.1
|
|
|
|
|
38.5
|
|
|
|
Adjusted
EBITDA
|
|
$
|
144.0
|
|
|
|
|
$
|
146.1
|
|
|
|
|
$
|
640.4
|
|
|
|
|
$
|
593.8
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average
common shares outstanding:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
141.4
|
|
|
|
|
140.7
|
|
|
|
|
141.2
|
|
|
|
|
140.2
|
|
|
|
Diluted
(7)
|
|
142.2
|
|
|
|
|
141.8
|
|
|
|
|
142.2
|
|
|
|
|
141.4
|
|
|
|
|
|
(1)
|
Calculation based on
dilutive share count.
|
(2)
|
The quarter-to-date
period is calculated so the sum of quarterly amounts equals the
year-to-date period. Immaterial differences may exist due to
rounding.
|
(3)
|
As a result of
changes in the number of shares outstanding during the year and
rounding, the sum of the quarters' earnings per share may not equal
the earnings per share for any year-to-date period.
|
(4)
|
Reconciling items
represent items disclosed in Schedule C and Schedule D included in
this document, excluding stock-based compensation and non-operating
retirement benefits.
|
(5)
|
Total benefit from
income taxes reconciles to the amount reported in the Consolidated
Statement of Operations for each respective period. Tax on
reconciling items is calculated using the effective tax rate
adjusted for significant non-recurring tax items.
|
(6)
|
Includes the
non-operating retirement benefit items currently disclosed in
Schedule C. These items were previously reported in warehouse,
selling and administrative (operating expenses) that have moved to
other (expense) income, net as part of the adoption of the FASB
retirement benefits accounting pronouncement.
|
(7)
|
Diluted earnings per
share is calculated using net income or adjusted net income
available to common shareholders divided by diluted weighted
average shares outstanding during each period, which includes
unvested restricted shares. Diluted earnings per share considers
the impact of potential dilutive securities except in periods in
which there is a loss because the inclusion of the potential common
shares would have an anti-dilutive effect.
|
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SOURCE Univar Inc.