2020 Fourth Quarter and Full Year Performance February 24, 2021
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Forward-Looking Statements This slide presentation should be reviewed in conjunction with the Fourth Quarter 2020 Earnings release of Univar Solutions and conference call held on February 25, 2021 at 9:00 a.m. ET. This presentation includes certain statements relating to future events and our intentions, beliefs, expectations, and outlook 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, including, without limitation, statements regarding the impacts of the effects of COVID-19 on the Company, the Company's anticipated future results and financial performance, liquidity position and cash flows, actions regarding expense control and cost reductions, expected net synergies from the Nexeo acquisition, capital expenditures and other statements regarding the Company's Streamline 2022 Program and other initiatives. Forward-looking statements are subject to known and unknown risks and uncertainties, many of which may be beyond the Company's control. These forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from the expectations and assumptions. A detailed discussion of these factors and uncertainties is contained in the Company's filings with the Securities and Exchange Commission. Potential factors that could affect such forward-looking statements include, among others: general economic conditions, particularly fluctuations in industrial production and consumption and the timing and extent of economic downturns and potential recoveries the sustained geographic spread of the COVID-19 pandemic; the duration and severity of the COVID-19 pandemic; current and new actions that may be taken by governmental authorities to address or otherwise mitigate the impact of the COVID-19 pandemic; the potential negative impacts of COVID-19 on the global economy and our employees, customers, vendors and suppliers; and the overall impact of the COVID-19 pandemic on our business, results of operations and financial condition; significant changes in the business strategies of producers or in the operations of our customers; increased competitive pressures, including as a result of competitor consolidation; significant changes in the pricing, demand and availability of chemicals; 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; potential business disruptions and security breaches, including cybersecurity incidents; an inability to generate sufficient working capital; increases in transportation and fuel costs and changes in our relationship with third party providers; accidents, safety failures, environmental damage, product quality issues; delivery failures or potential hazards and risks related to our operations and the hazardous materials we handle, potential inability to obtain adequate insurance coverage; ongoing litigation; potential product liability claims and recalls and other environmental, legal and regulatory risks; challenges associated with international operations; exposure to interest rate and currency fluctuations; risks associated with integration of legacy business systems; possible impairment of goodwill and intangible assets; an inability to integrate the business and systems of the companies we acquire, including failure to realize the anticipated benefits of such acquisitions; negative developments affecting our pension plans and multi-employer pensions; labor disruptions associated with the unionized portion of our workforce; and the other factors described in the Company's filings with the Securities and Exchange Commission. We caution you that the forward-looking information presented in this presentation is not a guarantee of future events or results, and that actual events or results may differ materially from those made in or suggested by the forward-looking information contained in this presentation. In addition, forward-looking statements generally can be identified by the use of forward-looking terminology such as "may," "plan," "seek, "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 presentation, and the Company does not undertake any obligation to update or revise any forward-looking information to reflect changes in assumptions, the occurrence of unanticipated events, or otherwise, except as required by law.
Non-GAAP Measures This presentation includes certain non-GAAP financial measures intended to supplement, not substitute for, comparable GAAP measures. Furthermore, the non-GAAP financial measures presented herein may not be consistent with similar measures provided by other companies. Reconciliations of non-GAAP financial measures to GAAP financial measures are provided in the Appendix at the end of the presentation. Investors are urged to consider carefully the comparable GAAP measures and the reconciliations to those measures provided in the Appendix. This data should be read in conjunction with Univar Solutions' periodic reports previously filed with the SEC. 2 © 2021 Univar, Inc. All rights reserved. Confidential and content subject to change.
• Quarter Highlights • End Market Trends • Financial Results and Outlook • Nexeo Integration & Streamline 2022 (S22) Progress • Capital Allocation Strategy • Q&A 3 © 2021 Univar, Inc. All rights reserved. Confidential and content subject to change.
Q4 Reflects Solid Execution in a Challenged Environment •
Solid earnings
•
Strong liquidity position
•
Nexeo integration remains on track
•
Achieving incremental cost reductions
•
Advancing Streamline 2022 (S22) Program
•
Progressing digital capabilities and market share growth
•
Prioritizing the health and safety of our team
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End Market (1) Sales Trends - Q4 COVID-19 Impact End Markets
% of 2020 Revenue
Industrial Solutions
30%
Automotive industry returning to normalized production levels, providing growth in coatings, adhesives and polyurethanes. Lubricants and metal-working fluids beginning to recover, while industrial cleaning supported by renewed demand for cleaning agents.
Consumer Solutions
20%
Pharmaceuticals continue to enjoy robust double digit growth in the quarter. Personal care finished the year with double-digit growth, as contract manufacturers increased demand. Food and nutrients were soft due to ongoing weakness in the restaurant and food services industries.
General Industrial
30%
Ended the quarter just above 2019, with chemical manufacturing up against 2019, while water services and mining are down low single digits. Other end-markets such as lumber, pulp and paper all within range of 2019. Economic activity has progressively improved since June 2020 with encouraging signs for 2021.
Services & Other Markets
12%
Services business has stabilized in-line with the return of automotive production. Chemical waste management poised for growth in 2021 as clean-up activities accelerate in preparation for a return of industrial production. Energy exposure within the services business hampered growth during 2020.
Refining & Chemical Processing
8%
Low
High
Q4 Key Drivers
Downstream and refining production shows signs of stabilization and return to incremental growth. Upstream business stable to third quarter but down double digits compared to 2019.
100% (1) See Appendix for further detail regarding the various sub-markets included within these five categories.
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Q4-2020 – Consolidated Highlights Solid performance despite challenging global demand conditions • Positive tailwinds from: ◦ Higher demand for products in certain essential end markets ◦ Realization of Nexeo net synergies ◦ Favorable product mix ◦ Cost reduction measures • More than offset by: ◦ Environmental Sciences (ES) divestiture ◦ Price deflation affecting certain products • WS&A savings offset by higher medical and legal expenses in Q4 and impacting Adjusted EBITDA margins
($ in millions)
KEY METRICS
Three months ended December 31, Net Sales (2)
2020 $
Constant Currency (1) Gross Profit (exclusive of depreciation) (1)(2)
2019
2,035.4
$
Constant Currency (1) Gross Margin (1)(2)
As Adjusted for ES Y/Y (1)(3)
2,155.0
(5.5)%
(1.5)%
--
(6.1)%
(2.1)%
522.2
(7.2)%
(3.1)%
--
--
(7.7)%
(3.5)%
23.8%
24.2%
-40 bps
-40 bps
-$
Y/Y
484.5
$
Warehousing, Selling and Administrative Expenses
$
251.8
$
265.4
(5.1)%
(0.1)%
Adjusted EBITDA (1)
$
146.4
$
158.8
(7.8)%
(4.9)%
--
--
(7.5)%
(4.6)%
7.2%
7.4%
-20 bps
--
30.2%
30.4%
-20 bps
--
(55.1)
(38.8)%
--
Constant Currency (1) Adjusted EBITDA Margin (1) Conversion Ratio (1) Net Loss
$
(33.7)
$
(1) Non-GAAP financial measures; see Appendix for definitions and reconciliations to the most directly comparable GAAP financial measures. (2) Included in net sales, gross profit (exclusive of depreciation) and gross margin is a $9.7 million benefit in LATAM related to a Brazil VAT recovery for the three months ended December 31, 2019. Excluding the impact of this benefit, net sales, adjusted gross profit (exclusive of depreciation) and gross margin was $2,145.3 million, $512.5 million and 23.9%, respectively, for the three months ended December 31, 2019. Adjusted EBITDA margin excluding the impact from the Brazil VAT recovery remained unchanged. (3) See appendix for prior year results adjusted for ES impact used to calculate change.
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Q4-2020 Financial Highlights (1) • • • • •
GAAP net loss of $33.7M, or diluted EPS of $(0.20), vs. $55.1M, or diluted EPS of $(0.33) prior year ◦ The decrease in net loss was primarily due to lower taxes, partially offset by the loss on sale of the Canadian Agricultural services business. Adjusted diluted EPS (1): $0.27 vs. $0.29 prior year Gross Profit (exclusive of depreciation) (1) declined 7.2%: $484.5M vs. $522.2M prior year ◦ Excluding ES, Gross Profit (1) declined 3.1% or 3.5% on a constant currency basis.(1) Gross Margin decreased by 40 bps to 23.8% compared to prior year fourth quarter Adjusted EBITDA(1) declined 7.8%: $146.4M vs. $158.8M prior year ◦ Excluding ES, Adjusted EBITDA (1) declined 4.9% or 4.6% on a constant currency basis: $146.4M vs. $154.0M prior year. ◦ Decline driven by price deflation affecting certain product margins, lower demand in the global industrial end markets, and the ES divestiture, partially offset by the realization of Nexeo net synergies, favorable product mix, and cost reduction measures.
• • • •
Net Cash Provided by Operating Activities of $145.3M compared to $329.7M prior year, reflecting a more normalized level of working capital Strong liquidity of $855.0M ◦ Including cash of $386.6M and availability under committed, asset-based credit facilities of $468.4M Return on Invested Capital (ROIC)(1,2) of 9.3% Leverage ratio (1) of 3.5x compared to 3.8x in Q3-2020
(1) Non-GAAP financial measures; see Appendix for definitions and reconciliations to the most directly comparable GAAP financial measures. (2) Management also utilizes alternative ROIC metrics for internal purposes and certain compensation plans.
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Geographic Summary - As Reported (1) ($ in millions)
Three months ended December 31, 2020
USA
External Sales
$1,224.9
Constant Currency Y/Y Change (2)(3) Delivered Gross Profit (2) Y/Y Change Delivered Gross Margin (2) Y/Y Change (4) Adjusted EBITDA (2) Constant Currency Y/Y Change (2)(3) Adjusted EBITDA Margin (2) Y/Y Change (1) (2) (3) (4)
EMEA
(9.5)% $241.7
$427.8 (3.0)% $91.1
Canada $258.5 (0.6)%
LATAM $124.2 9.1 %
$41.0
$24.4
Consolidated $2,035.4 (6.1)% $398.2
(9.6)%
5.9 %
(10.5)%
(26.7)%
(7.9)%
19.7 %
21.3 %
15.9 %
19.6 %
19.6 %
-10 bps
+80 bps
-200 bps
-680 bps
-50 bps
$91.1
$29.4
$20.6
$10.6
(11.0)%
(10.3)%
(9.8)%
18.5 %
(7.5)%
7.4 %
6.9 %
8.0 %
8.5 %
7.2 %
-20 bps
-50 bps
-80 bps
-10 bps
-20 bps
$146.4
2019 results include results attributable to the ES business, which was divested on December 31, 2019. Non-GAAP Measures; see Appendix for definitions and reconciliations to the most directly comparable GAAP financial measures. Represents percentage change for the comparable periods by converting the financial results in local currency for the period using the average exchange rate for the prior period to which it is comparing. Gross margins in Canada were impacted by the exit of the Ag wholesale distribution business by approximately $5M. LATAM was impacted by inclusion of Brazil VAT benefit of $9.7M in prior year results.
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2021 Outlook Update Key Highlights • FY2020 Adjusted EBITDA (1) of $636M • Headwinds affecting FY2021 guidance: – Impact from divestitures of ($20M) (2) in 2020 – Decline in essential end market (3) demand of ($35M) • Positive Impacts affecting FY2021 guidance: – Organic business growth – Nexeo net synergies of $20M-$25M • FY2021 Adjusted EBITDA (1) outlook of $630M-$650M; Q1 Adjusted EBITDA (1) outlook of $150M$160M • Excluding the impact of divestments in FY2021, expect our Adjusted EBITDA (1) to improve sequentially QoQ in line with general consensus economic forecasts (4) Taking the impact from divestitures and essential end market decline into account, our core growth will exceed the general consensus economic forecast of approximately 4.8%-5.6%(4) (1) Non-GAAP Measures; see Appendix for definitions and reconciliations to the most directly comparable GAAP financial measures. (2) The divested Canadian Ag Services business and the expected sale of the Distrupol business contributed approximately $20M to Adjusted EBITDA for 2020. (3) Essential end markets include markets that provide products and services that are essential for maintaining clean drinking water, waste water treatment, home, industrial and health care facility sanitization, and that are used in the manufacturing of food and pharmaceuticals. The impact of these essential end markets was estimated by reviewing the changes in demand and pricing on products in these essential end markets on a year on year basis. (4) Bloomberg consensus economic forecast for 2021 YoY GDP and Industrial Production growth as of February 18, 2021. © 2021 Univar, Inc. All rights reserved. Confidential and content subject to change.
9
2021 Outlook Update Net Free Cash Flow (FCF) expected to be a minimum of $250M with an upside to $300M ($ in millions except for per share data)
FY20 Actual
FY21 Guidance
Adjusted EBITDA (1)
$636
$630-$650
Change in Net Working Capital(2)
($99)
—
NWC Liquidation from exit of Canadian Ag Distribution (3)
$20
$25
Change in Ag Prepayments
($61)
—
2021 guidance outflows expectation at highest end: Cash Interest (net)
($103)
($95)
Cash Taxes (net) (4)
($45)
($60)
Cash Pension Contribution
($25)
($25)
($41)
($35)
Nexeo Integration Expense
($55)
($70)
Capital Expenditures
($111)
($130)
Net Free Cash Flow (1)
$116
$250+
Weighted Avg. diluted share count - Millions
169.8
171 - 172
Other Uses of Operating Cash
(5)
• 2021 Net Free Cash Flow in range of our target normalized free cash flow of $325M-$375M, adjusting for final integration expense of $70M • Net Free Cash Flow conversion to be approximately 40% • Expect year end 2021 liquidity to be $800M-$900M • Expect leverage ratio to fall below 3.0x by the end of 2021
Net Free Cash Flow (FCF) in line with Normalized Range after adjusting for Integration Expenses (1) (2) (3) (4) (5)
Non-GAAP Measures; see Appendix for definitions and reconciliations to the most directly comparable GAAP financial measures. Change in NWC is based on Net Working Capital being maintained within the range of 13%-14% of quarterly sales annualized. NWC Liquidation from Canadian Agriculture Wholesale distribution was $20M for the full-year and $52M in Q4. Expected tax rate to be 28%-30% in 2021 vs. 28% in 2020. Includes other operating expense, changes in other accruals, and prepaid expenses; excluding impact of Ag prepayments.
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Execution on Strategic Plans Nexeo Integration and SAP Migration on Track
S22 Update-Portfolio Upgrade
● Net synergies on track to deliver $120M by Q1 2022 – Realized $76M of net synergies through 2020 – $20M-$25M net synergies expected in 2021 – $20M+ of balance expected in early 2022
● S22 Charges in 2020 totaled $92M(2)
● Rebalancing SAP migration waves – USA complete ● Integration costs expected to remain the same at $225M; offset partially by $100M from real estate sales – Realized real estate proceeds of $73M – $55M in 2019 – $18M in 2020
● Exit of the Canadian Ag Wholesale Distribution business – Negligible earnings – Collected ~$52M of NWC in Q4 2020 – Expect to collect an additional ~$25M in 2021 (1)
● Divestitures - Adjusted EBITDA net impact of ~$20M – Emergency Spill and response closed – Canadian Agricultural Services closed – Agreement to sell Distrupol(3) business in EMEA, expect to close by 1st half 2021 – Proceeds of ~$180M expected from disclosed divestments; $45M realized in FY2020 – With further divestments in 2021, in aggregate we expect proceeds of ~$240M proceeds ● Disclosed divestitures and business exit combined generated revenue of $443M ● Acquisition of a specialty chemical business from Techi Chem (China)
Committed to goal of 9% Adjusted EBITDA(1) margin by the end of 2022 (1) Non-GAAP Measures; see Appendix for definitions and reconciliations to the most directly comparable GAAP financial measures. (2) Includes non-cash losses on the sale of business, write-off of certain assets, expenses related to streamlining cost reduction; excludes gains on sale of 2021 divestitures. (3) Subject to customary closing conditions. © 2021 Univar, Inc. All rights reserved. Confidential and content subject to change.
11
Capital Allocation Strategy Consistent cash generation provides capital for opportunities to generate growth and shareholder returns • Expect to achieve S22 target of < 3.0x leverage by end of 2021 • Ample availability for operating liquidity • Targeting high ROI Capex projects to grow business opportunities • Selected M&A targets in core markets and geographies • Potential for return of capital available to shareholders post 2021
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Creating a Sustainable Competitive Advantage 2020 - Delivering Results: • Continued increase of new customer wins and "staybacks" • Leveraging our solution centers • Growing market share for suppliers with new authorizations • Developing leading customer experience center of excellence • Expanding Omnichannel approach Controlling the controllables, while delivering gross margin expansion, improving net working capital efficiency, and reducing leverage
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Appendix
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Appendix - Definitions of Non-GAAP Measures Adjusted EBITDA – Adjusted EBITDA is defined as consolidated net income (loss), plus the sum of net (income) loss from discontinued operations, net interest expense, income tax expense, depreciation, amortization, impairment charges, other operating expenses, net (which primarily consists of employee stock-based compensation expense, restructuring charges, litigation settlements, other employee severance costs, other facility closure costs, acquisition and integration related expenses and other unusual or non-recurring expenses), loss on extinguishment of debt and other (expense) income, net (which consists of gains and losses on foreign currency transactions and undesignated derivative instruments, nonoperating retirement benefits, and other non-operating activity), and Brazil VAT (recovery) charge. In addition, for 2019, Adjusted EBITDA includes an adjustment to remove the charge of the inventory fair value step-up recorded in connection with the Nexeo purchase price allocation. Adjusted EBITDA Margin – Adjusted EBITDA divided by net sales on a consolidated level and by external sales on a segment level. Adjusted Gross Profit (exclusive of depreciation) – Net sales less cost of goods sold (exclusive of depreciation) plus Brazil VAT charge and inventory step-up adjustment. Constant Currency – Excludes the impact of fluctuations in foreign currency exchange rates. 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. Conversion Ratio – Adjusted EBITDA divided by gross profit (exclusive of depreciation). Delivered Gross Profit – Gross profit (exclusive of depreciation) less outbound freight and handling. Delivered Gross Margin - Delivered gross profit divided by net sales on a consolidated level and by external sales on a segment level. Free Cash Flow – GAAP net cash provided (used) by operating activities, less capital expenditures, before integration and transaction related costs. Gross Profit (exclusive of depreciation) – Net sales less cost of goods sold (exclusive of depreciation). Gross Margin – Gross profit (exclusive of depreciation) divided by net sales on a consolidated level and by external sales on a segment level. Leverage ratio – Total net debt divided by Last twelve LTM Adjusted EBITDA. Net Assets Deployed – Average net working capital (trade accounts receivable plus inventory less trade accounts payable) plus average net property, plant & equipment. Net Debt – Total short-term and long-term debt plus short-term financing less cash and cash equivalents. Net Free Cash Flow – GAAP net cash provided (used) by operating activities, less capital expenditures. Net Free Cash Flow Conversion – GAAP net cash provided (used) by operating activities, less capital expenditures divided by Adjusted EBITDA. Net Working Capital – Trade accounts receivable plus inventory less trade accounts payable. Total Cash Flow available to pay down debt before Acquisitions and Divestitures – GAAP net cash provided by operating activities, including net cash used by investing activities, excluding cash flow from acquisitions and divestitures. Return on Invested Capital – Last twelve months (LTM) Adjusted net income divided by net assets deployed.
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Appendix - USA Essential end market demand partially offsetting economic weakness • Higher gross margins a result of favorable product mix, including higher demand from certain essential end markets • Adj. EBITDA impacted by lower industrial end market demand, energy headwinds, and the Environmental Sciences divestiture
($ in millions)
KEY METRICS 2020
Three months ended December 31,
2019
Y/Y
Segment External Sales (2)
$
1,224.9
$
1,353.9
(9.5)%
Gross Profit (exclusive of depreciation) (1)(2)
$
302.1
$
330.3
(8.5)%
Gross Margin (1) Outbound freight and handling Delivered Gross Profit (1)(2)
• Partially offset by Nexeo net synergies, higher demand for products in certain essential end markets and cost reduction measures
Delivered Gross Margin (1)
• Higher gross margins more than offset by WS&A
Adjusted EBITDA Margin (1)
Adjusted EBITDA (1)(2)
24.7 %
24.4 %
+30 bps
$
60.4
$
62.9
(4.0)%
$
241.7
$
267.4
(9.6)%
19.7 % $
91.1 7.4 %
19.8 % $
102.4
-10 bps (11.0)%
7.6 %
-20 bps
(1) Non-GAAP Measures; see within this Appendix for definitions and reconciliations to the most directly comparable GAAP financial measures. (2) On December 31, 2019, we completed the sale of the Environmental Sciences business therefore results prior to the disposition date are presented within the comparative 2019 results. Excluding this impact, segment external sales, gross profit (exclusive of depreciation), delivered gross profit and Adjusted EBITDA was $1,272.8 million, $309.7 million, $249.7 million and $98.4 million, respectively, for the three months ended December 31, 2019. See Appendix for definitions and reconciliations to the most comparable GAAP financial measures.
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Appendix - EMEA Favorable product mix assisted profitability and margins • Gross margin expansion due to favorable product mix, including higher demand from essential end markets and beneficial Brexit impact • Adj. EBITDA impacted by declines in pharmaceutical finished goods as anticipated, lower industrial end market demand and partially offset by higher demand from products in certain essential end markets and beneficial Brexit impact
($ in millions)
KEY METRICS 2020
Three months ended December 31,
Segment External Sales
$
427.8
Constant Currency (1) Gross Profit (exclusive of depreciation) (1)
$
Gross Margin (1)
Delivered Gross Profit (1)
104.8
Constant Currency (1) Adjusted EBITDA Margin (1)
Y/Y
418.9
2.1 % --
$
(3.0)%
100.3
4.5 %
--
--
(1.6)%
24.5 %
23.9 %
+60 bps
$
13.7
$
14.3
(4.2)%
$
91.1
$
86.0
5.9 %
Delivered Gross Margin (1) Adjusted EBITDA (1)
$ --
Constant Currency (1)
Outbound freight and handling
2019
21.3 % $
29.4
20.5 % $
+80 bps
31.1
(5.5)%
--
--
(10.3)%
6.9 %
7.4 %
-50 bps
(1) Non-GAAP Measures; see within this Appendix for definitions and reconciliations to the most directly comparable GAAP financial measures.
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Appendix - CANADA Favorable mix offset by Canadian Agriculture wholesale distribution business exit • Gross margin decline primarily related to the unfavorable product mix resulting from the Canadian Agriculture wholesale distribution exit • Adj. EBITDA decreased primarily due to unfavorable product mix resulting from the Canadian Agriculture wholesale distribution exit and lower demand in energy markets, partially offset by more favorable product mix in industrial chemicals
($ in millions)
KEY METRICS 2020
Three months ended December 31,
Segment External Sales (2)
$
258.5
Constant Currency (1) Gross Profit (exclusive of depreciation) (1)(2)(3)
$
Gross Margin (1)
Delivered Gross Profit (1)(2)
50.5
Constant Currency (1) Adjusted EBITDA Margin (1)
Y/Y
256.2
0.9 % --
$
(0.6)%
55.9
(9.7)%
--
--
(10.9)%
19.5 %
21.8 %
-230 bps
$
9.5
$
10.1
(5.9)%
$
41.0
$
45.8
(10.5)%
Delivered Gross Margin (1) Adjusted EBITDA (1)(2)
$ --
Constant Currency (1)
Outbound freight and handling
2019
15.9 % $
20.6
17.9 % $
-200 bps
22.5
(8.4)%
--
--
(9.8)%
8.0 %
8.8 %
-80 bps
(1) Non-GAAP Measures; see within this Appendix for definitions and reconciliations to the most directly comparable GAAP financial measures. (2) On December 31, 2019, we sold the Environmental Sciences business therefore results prior to the disposition date are presented within the comparative 2019 results. Excluding this impact, segment external sales, gross profit (exclusive of depreciation), delivered gross profit and Adjusted EBITDA was $250.5 million, $54.7 million, $44.8 million and $22.0 million, respectively for the three months ended December 31, 2019. See Appendix for definitions and reconciliations to the most comparable GAAP financial measures. 18 (3) Gross Profit in Canada were impacted by the exit of the Ag wholesale distribution business by approximately $5M. © 2021 Univar, Inc. All rights reserved. Confidential and content subject to change.
Appendix - LATAM Solid performance barring the impact of Brazil VAT in the prior year • Gross margins impacted by the inclusion of Brazil VAT recovery benefit in the prior year, partially offset by higher demand for products in industrial solutions • Adj. EBITDA was impacted primarily due to the higher demand for products in industrial solutions, partially offset by the inclusion of Brazil VAT recovery benefit in the prior year
($ in millions)
KEY METRICS 2020
Three months ended December 31,
Segment External Sales (2)
$
124.2
Constant Currency (1) Gross Profit (exclusive of depreciation) (1)(2)
$
Gross Margin (1)(2)
Delivered Gross Profit (1)
27.1
Constant Currency (1) Adjusted EBITDA Margin (1)(2)
Y/Y
126.0
(1.4)% --
$
35.7
9.1 % (24.1)%
--
--
(12.3)%
21.8 %
28.3 %
-650 bps
$
2.7
$
2.4
12.5 %
$
24.4
$
33.3
(26.7)%
Delivered Gross Margin (1) Adjusted EBITDA (1)
$ --
Constant Currency (1)
Outbound freight and handling
2019
19.6 % $
10.6
26.4 % $
-680 bps
10.8
(1.9)%
--
--
18.5 %
8.5 %
8.6 %
-10 bps
(1) Non-GAAP Measures; see within this Appendix for definitions and reconciliations to the most directly comparable GAAP financial measures. (2) Included in segment external sales, gross profit (exclusive of depreciation) and gross margin is a $9.7 million benefit related to a Brazil VAT recovery for the three months ended December 31, 2019. Excluding this impact, segment external sales, adjusted gross profit (exclusive of depreciation) and gross margin was $116.3 million, $26.0 million and 22.4%, respectively, for the three months ended December 31, 2019. Adjusted EBITDA margin excluding the impact from the Brazil VAT recovery was 9.3% for the three months ended December 31, 2019.
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19
Appendix - Associated Sub-Market to End-Market Mapping Macro Category
2020 Macro Percentages
Percentage of 2020 Revenue 17%
Submarket Coatings & Adhesives
Industrial Solutions
Consumer Solutions
General Industrial
30%
20%
30%
Services and Other Markets
12%
Refining & Chemical Processing
8%
Total
100%
Homecare & Industrial Cleaning
6%
Metalworking & Lubricants Others such as Rubber & Plastics, Construction, Polyurethane, etc that are less than 2% Pharmaceutical Ingredients & Finished Products
3%
Beauty & Personal Care
7%
Food Ingredients & Products
7%
Chemical Manufacturing Agricultural Water Treatment Wholesale & Retail Forestry, Lumber & Paper Electronics Others such as Mining, Machinery, Other Solvents, etc. that are less than 2% Other
11% 4% 4% 2% 2% 2%
Energy & Power Generation
5%
Upstream Oil & Gas
3%
Total
4% 6%
5% 12%
100% 20 © 2021 Univar, Inc. All rights reserved. Confidential and content subject to change.
Appendix - Cash Flow Highlights Three months ended December 31, ($ in millions)
Net cash provided (used) by operating activities
2020
$
Capital expenditures (1) Net free cash flow (3)
145.3
2019
$
(29.2) $
Integration costs (2)
116.1
329.7 (50.4)
$
13.7
279.3 24.8
Free cash flow (3)
$
129.8
$
304.1
Net cash used by investing activities
$
32.9
$
173.4
Net cash provided (used) by financing activities
$
(81.1)
$
(316.1)
$
(31.7)
$
(35.6)
Items included in net cash provided (used) by operating activities Cash interest (net) Cash taxes (net)
(9.5)
1.6
Change in net working capital (3)(4)
80.7
204.5
Other cash items excluded from Adjusted EBITDA (5)
13.0
(29.7)
(13.9)
(4.5)
Pension contribution (1) (2) (3) (4) (5)
Excludes additions from finance leases. Includes severance, facility closure and other integration related expenses. Non-GAAP Measures; see within this Appendix for definitions and reconciliations to the most directly comparable GAAP financial measures. Component amounts in deriving the change in Net Working Capital obtained from the Consolidated Statements of Cash Flows as reported within the Current Report on Form 8-K of the Company filed on February 24, 2021. Other cash items that are non-Nexeo related and excluded from Adjusted EBITDA.
21 © 2021 Univar, Inc. All rights reserved. Confidential and content subject to change.
Appendix - GAAP Working Capital to NWC Reconciliation and NWC as a Percentage of Net Sales Q4 2020
($ in millions)
Current assets
$
Current liabilities GAAP working capital
Q3 2020
2,451.9
$
(1,407.0) $
1,044.9
Q2 2020
2,418.6
$
(1,269.7) $
1,148.9
Q1 2020
2,728.1
$
(1,440.4) $
1,287.7
Q4 2019
2,787.3
$
(1,590.9) $
1,196.4
2,453.6 (1,449.4)
$
1,004.2
Cash and cash equivalents
(386.6)
(273.7)
(547.4)
(379.7)
(330.3)
Prepaid expenses and other current assets
(151.5)
(171.8)
(175.0)
(206.6)
(167.2)
2.1
0.4
0.9
1.1
0.7
Current portion of long-term debt
163.5
27.6
27.0
26.9
25.0
Accrued compensation
102.2
86.7
81.1
95.9
103.6
Other accrued expenses
374.1
393.2
425.4
439.8
425.1
Short-term financing
Net working capital (non-GAAP)
$
$
Inventories Trade accounts payable Net working capital (non-GAAP) Annualized quarterly net sales (1)(2)
1,211.3
$
Q3 2020
1,239.8
$
1,099.7
$
Q2 2020
1,276.8
$
1,173.8
$
Q1 2020
1,250.6
674.0
696.3
755.1
(765.1)
(761.8)
(906.0)
$
1,061.1 Q4 2019
1,383.8
$
817.2
1,160.1 796.0
(1,027.2)
(895.0)
$
1,148.7
$
1,211.3
$
1,099.7
$
1,173.8
$
1,061.1
$
8,141.6
$
8,036.8
$
8,036.8
$
8,844.8
$
8,620.0
NWC as % of annualized net sales Change in net working capital (3)
$
Q4 2020
($ in millions)
Trade accounts receivable, net
1,148.7
14.1 % $
80.7
15.1 % $
(101.2)
13.7 % $
85.8
13.3 % $
(144.6)
12.3 % $
204.5
(1) Annualized quarterly net sales is defined as reported net sales for the quarter multiplied by four. (2) Net sales from the Environmental Sciences business are included in Q4 2019 net sales used to derive the annualized quarterly net sales. (3) Non-GAAP Measures; see within this Appendix for definitions and reconciliations to the most directly comparable GAAP financial measures. Component amounts in deriving the change in Net Working Capital obtained from the Condensed Consolidated Statement of Cash Flows as reported in each respective period within the Current Report on Form 8-K of the Company filed on February 24, 2021, November 4, 2020, August 6, 2020, May 11, 2020 and February 25, 2020.
22 © 2021 Univar, Inc. All rights reserved. Confidential and content subject to change.
Appendix-Canadian Agriculture Wholesale Distribution GAAP Working Capital to NWC Reconciliation and NWC as a Percentage of Net Sales Consolidated Q4 2020 (1)
($ in millions)
Current assets
$
Current liabilities GAAP working capital
2,451.9
Canada Ag Q4 2020 $
(1,407.0) $
1,044.9
62.8
Adjusted Q4 2020 $
(39.4) $
23.4
2,389.1 (1,367.6)
$
1,021.5
Cash and cash equivalents
(386.6)
—
(386.6)
Prepaid expenses and other current assets
(151.5)
(2.4)
(149.1)
2.1
—
2.1
Current portion of long-term debt
163.5
—
163.5
Accrued compensation
102.2
—
102.2
Other accrued expenses
374.1
6.1
368.0
Short-term financing
Net working capital (non-GAAP)
$
$
Inventories
Annualized quarterly net sales (2) NWC as % of annualized net sales
1,239.8
27.1
$
Canada Ag Q4 2020 $
674.0
Trade accounts payable Net working capital (non-GAAP)
$
Consolidated Q4 2020 (1)
($ in millions)
Trade accounts receivable, net
1,148.7
Adjusted Q4 2020
60.4
$
—
(765.1)
1,121.6
1,179.4 674.0
(33.3)
(731.8)
$
1,148.7
$
27.1
$
1,121.6
$
8,141.6
$
186.7
$
7,954.9
14.1 %
14.5 %
14.1 %
(1) Consolidated net working capital included in the previous slide. (2) Annualized quarterly net sales is defined as reported net sales for the quarter multiplied by four.
23 © 2021 Univar, Inc. All rights reserved. Confidential and content subject to change.
Appendix - Liquidity and Cash Flow Highlights Credit Rating
•
Ba3 (stable) / BB (stable) / BB (positive) from Moody’s, S&P, and Fitch; respectively
•
•
Total net debt(4) of $2.3 billion • $1.3 billion and $396 million of Term Loan B priced at L+225 and L+200; respectively • $1.5 billion and €200 million revolving credit facilities in North America and Europe; respectively • $500 million Senior Unsecured Notes at 5.125% 84% fixed vs 16% floating rate debt inclusive of interest rate swaps as of December 31, 2020
•
No substantial maturities until 2024
• • •
Minimum Fixed Charge Coverage Ratio (“FCCR”)(1) of 1.0x required if availability(2) under revolving credit facilities falls below 10% of the borrowing base(3) • FCCR was 4.5x as of December 31, 2020 $1.3 billion Term Loan spread of 2.25% if leverage ratio below 4.0x (otherwise 2.50%) Leverage ratio(4) was 3.5x as of December 31, 2020
• •
Cash on balance sheet of $386.6 million as of December 31, 2020 Availability(2) under credit facilities of $468.3 million as of December 31, 2020
•
Benefiting from interest expense savings due to reduction of debt and refinancing on Term Loans, Senior Unsecured Notes, and revolving credit facilities. Over $100 million of annual interest expense reductions since 2014 Revolving credit facilities provide financial flexibility Potential non-core divestitures and asset sales to accelerate deleveraging Counter-cyclical cash flow; if sales decline, ability to harvest cash if needed
Debt Structure and Recent Actions
Maturities
Financial Covenants
Liquidity
Levers to Unlock Cash
(1) (2) (3) (4)
• • •
FCCR per ABL Credit Agreement found in Exhibits of our Annual Report on Form 10-K for fiscal year ended December 31, 2019, filed on February 25, 2020. Availability under ABL revolving credit facilities calculated as the total borrowing base less outstanding ABL borrowings and letters of credit. Borrowing base defined as eligible accounts receivable and inventory under certain borrowers of the ABL credit facilities. Non-GAAP Measures; see within this Appendix for definitions and reconciliations to the most directly comparable GAAP financial measures.
24 © 2021 Univar, Inc. All rights reserved. Confidential and content subject to change.
Appendix - Reconciliation of Net (Loss) Income and per share data to Adjusted Net Income, per share ($ in millions, except share data) Net (loss) income and diluted earnings per share (3) Net income from discontinued operations Pension mark to market loss Pension curtailment and settlement gains Exchange loss (gain) Derivative (gain) loss Loss (gain) on sale of business, property, plant and equipment Restructuring, employee severance and other facility exit costs (3) Impairment charges Inventory step-up adjustment Brazil VAT (recovery) charge Loss on extinguishment of debt and debt refinancing costs Acquisition and integration related costs (3) Saccharin legal settlement Fair value adjustment for warrants Other (3) Income tax (benefit) expense related to reconciling items (4) Other discrete tax items (4) Adjusted net income and diluted earnings per share (2) GAAP diluted weighted average shares outstanding (1) Effect of dilutive securities: stock compensation plans Adjusted diluted weighted average shares outstanding (1)
Three months ended December 31, 2020 2019 Amount (2) per share (1) Amount (2) per share (1) $ (33.7) $ (0.20) $ (55.1) $ (0.33) $ — — — — 52.8 0.31 50.4 0.30 (0.6) — (1.3) (0.01) 0.7 — 6.2 0.04 (0.7) — (3.3) (0.02) 17.3 0.10 (53.0) (0.31) 8.3 0.05 10.8 0.06 2.6 0.02 — — — — — — — — (8.3) (0.05) — — 20.3 0.12 16.5 0.10 23.8 0.14 — — — — 7.2 0.04 13.8 0.07 1.7 0.01 (0.2) — (41.6) (0.25) 42.0 0.25 14.7 0.09 4.4 0.03 $ 45.2 $ 0.27 $ 50.5 $ 0.29 $ 169.1 0.9 170.0
168.6 1.2 169.8
LTM (5) / Year ended December 31, 2020 2019 Amount per share (1) Amount per share (1) 52.9 $ 0.31 $ (100.2) $ (0.61) — — (5.4) (0.03) 52.8 0.31 50.4 0.31 (0.6) — (1.3) (0.01) 6.8 0.04 (7.4) (0.04) 4.8 0.03 26.7 0.16 26.9 0.16 (51.3) (0.31) 31.4 0.19 40.9 0.24 40.2 0.24 7.0 0.04 — — 5.3 0.03 0.3 — (8.3) (0.05) 1.9 0.01 21.0 0.13 62.4 0.37 152.1 0.92 — — 62.5 0.38 0.8 — 7.0 0.04 7.8 0.04 23.6 0.14 (63.9) (0.38) 9.5 0.06 (12.6) (0.07) (0.5) — 211.9 $ 1.25 $ 231.6 $ 1.40 169.8 — 169.8
164.1 0.9 165.0
(1) Diluted and adjusted diluted earnings per share is calculated using net income (loss) or adjusted net income available to common shareholders divided by diluted and adjusted diluted weighted average shares outstanding during each period, respectively. 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. Adjusted earnings per diluted share is based on the GAAP dilutive share count, except where adjustments to GAAP net loss result in an adjusted net income position. (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) Tax on reconciling items is calculated as the difference between the tax provisions on US GAAP pre-tax earnings and Adjusted pre-tax earnings utilizing the appropriate tax rates and laws of each jurisdiction. (5) LTM Adjusted net income is used in the calculation of the Company's ROIC.
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Appendix - GAAP Net Income (Loss) to Adjusted EBITDA Reconciliation ($ in millions) Net income (loss)
Q4'18 $
Net (income) loss from discontinued operations
Q1'19
1.2
$
—
Q2'19
(63.9) $
Q3'19
16.3 $
Q4'19
2.5 $
Q1'20
(55.1)
$
Q2'20
55.9 $
Q3'20
1.8 $
LTM (1) Q3'19
Q4'20
28.9 $
(33.7)
(6.1)
0.7
—
—
—
—
—
—
$
LTM (1) Q4'19
LTM (1) Q3'20
LTM (1) Q4'20
(43.9) $
(100.2) $
31.5 $
52.9
(5.4)
(5.4)
—
—
Depreciation
31.4
33.2
39.7
41.6
40.5
41.7
40.4
41.6
39.2
145.9
155.0
164.2
162.9
Amortization
13.6
14.4
18.6
12.1
14.6
15.8
14.8
14.7
14.7
58.7
59.7
59.9
60.0
Interest expense, net
33.3
34.2
37.9
36.8
30.6
28.1
29.9
27.7
26.7
142.2
139.5
116.3
112.4
Income tax expense (benefit)
(7.8)
(23.3)
18.5
43.2
66.1
(0.3)
11.6
2.7
(7.9)
30.6
104.5
80.1
6.1
115.6 $
39.0
328.1
353.1
452.0
394.3
EBITDA
$
71.7
$
(11.5) $
131.7 $
136.2 $
96.7
$
141.2 $
98.5 $
Other operating expenses (income), net
36.5
164.8
63.8
30.2
39.4
4.1
43.6
21.4
21.1
295.3
298.2
108.5
90.2
Other expense (income), net
35.7
6.1
5.6
5.5
53.3
5.9
3.9
(2.4)
51.0
52.9
70.5
60.7
58.4
Impairment charges
—
—
—
7.0
—
—
16.9
20.7
2.6
7.0
7.0
37.6
40.2
(Gain)/loss on sale of business
—
—
—
—
(41.4)
8.6
—
9.3
32.7
—
(41.4)
(23.5)
50.6
Loss on extinguishment of debt
0.1
0.7
—
—
19.1
1.8
—
—
—
0.8
19.8
20.9
1.8
Brazil VAT (recovery) charge
—
—
—
—
(8.3)
—
0.3
—
—
—
(8.3)
(8.0)
0.3
Inventory step-up adjustment
—
—
—
5.3
—
—
—
—
—
5.3
5.3
—
—
160.1 $
201.1 $
184.2 $
161.6 $
163.2 $
164.6 $
689.4 $
704.2 $
648.2 $
Adjusted EBITDA
$
144.0
$
158.8
$
146.4
$
635.8
(1) LTM Adjusted EBITDA is used in the calculation of the Company's leverage ratio.
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Appendix - Gross Profit, Adjusted Gross Profit and Delivered Gross Profit (all exclusive of depreciation) USA
EMEA
Canada
($ in millions) $
1,242.8 $
428.6 $
259.0 $
940.7
323.8
208.5
$
302.1 $
104.8 $
$
241.7 $
Cost of goods sold (exclusive of depreciation) Gross Profit (exclusive of depreciation) Outbound freight and handling
60.4
Delivered gross profit (3)
USA
124.2 $ 97.1
50.5 $
13.7
27.1 $
9.5
91.1 $
EMEA
2.7
41.0 $
Canada
($ in millions)
24.4 $
(19.2) $
2,035.4
(19.2)
1,550.9
— $ —
86.3
— $ Other/ Eliminations (1)
LATAM
484.5
398.2
Consolidated
Three months ended December 31, 2019
Net sales
$
Cost of goods sold (exclusive of depreciation) Gross Profit (exclusive of depreciation)
$ (2)
1,376.3 $
419.6 $
257.9 $
1,046.0
319.3
202.0
330.3 $
100.3 $
55.9 $
—
—
—
$
330.3 $
100.3 $
55.9 $
$
267.4 $
Brazil VAT recovery
Outbound freight and handling Delivered gross profit (3)
Consolidated
Three months ended December 31, 2020
Net sales
Adjusted gross profit (exclusive of depreciation)
Other/ Eliminations (1)
LATAM
62.9
14.3
10.1
86.0 $
45.8 $
126.0 $ 90.3
(24.8) $
2,155.0
(24.8)
1,632.8
35.7 $
— $
(9.7)
—
26.0 $
— $
2.4 33.3 $
— — $
522.2 (9.7) 512.5 89.7 432.5
(1) Other/Eliminations represents the elimination of intersegment transactions as well as unallocated corporate costs consisting of costs specifically related to parent company operations that do not directly benefit segments, either individually or collectively. (2) Adjusted gross profit (exclusive of depreciation) excludes the impact related to the Brazil VAT recovery in the LATAM segment. Adjusted gross profit (exclusive of depreciation) is equal to gross profit (exclusive of depreciation) for USA, EMEA and Canada segments. (3) Gross profit (exclusive of depreciation) less outbound freight and handling.
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Appendix - GAAP Debt to Net Debt Reconciliation December 31, 2020 2019
($ in millions)
Total short-term and long-term debt
$
Add: Short-term financing
LTM Adjusted EBITDA (1)(2) Leverage ratio (Total net debt/LTM Adjusted EBITDA) (2)
$
2.1
Less: Cash and cash equivalents Total net debt
2,640.6
September 30, 2020 2019
2,713.8
$
0.7
(386.6)
2,688.0
$
2,996.1
0.4
(330.3)
2.9
(273.7)
(134.6)
$
2,256.1
$
2,384.2
$
2,414.7
$
2,864.4
$
635.8
$
725.4
$
641.2
$
742.3
3.5x
3.3x
3.8x
3.9x
(1) LTM Adjusted EBITDA, as defined by the Company's credit agreements, includes adjustments for acquisitions and divestitures and excludes the impact of synergies not yet realized. For September 30, 2020, LTM Adjusted EBITDA excludes three months of Adjusted EBITDA of $7 million related to the Environmental Sciences business divestiture on December 31, 2019. For December 31, 2019 and September 30, 2019, LTM Adjusted EBITDA includes two and five months of Nexeo Chemicals Adjusted EBITDA, respectively, based on the 2018 full year estimate of $127 million for the periods prior to the closing of the Nexeo acquisition on February 28, 2019. (2) Refer to “Appendix - GAAP Net Income (Loss) to Adjusted EBITDA Reconciliation.”
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Appendix - Environmental Sciences (ES) Business GAAP Net Income to Adjusted EBITDA Reconciliation ES USA ES Canada Consolidated ES (3) Three months ended December 31, 2019
(in millions)
ES Net income
$
Depreciation and amortization Income tax expense Other operating expenses, net TSA(1) ES Adjusted EBITDA(2)
$
ES USA
ES Canada Consolidated ES (3) Year ended December 31, 2019
4.2 $
0.4 $
4.8 $
0.8
0.1
0.9
3.1
0.5
3.6
—
—
0.2
—
—
0.3
0.3
—
0.2
1.1
(0.1)
0.9
(1.3)
—
(1.3)
(6.5)
—
(6.5)
4.0 $
0.5 $
4.8 $
23.0 $
20.7 $
4.8 $
5.2 $
28.3
26.6
(1) In connection with the Environmental Sciences divestiture, the Company entered into a Transition Services Agreement (TSA). The TSA expenses are included in Adjusted EBITDA in order to provide a more direct comparison to current year results. (2) Non-GAAP Measures; see within this Appendix for definitions and reconciliations to the most directly comparable GAAP financial measures. (3) Consolidated ES includes the impact of the LATAM segment which is not presented separately.
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Appendix - Environmental Sciences (ES) Business As Reported USA
Canada
ES Impact Consolidated
Three months ended December 31, 2019
(in millions) (1)
Segment External Sales /Net Sales Gross Profit (exclusive of depreciation) (2) Outbound freight and handling Delivered Gross Profit (2) Warehousing, Selling and Administrative Adjusted EBITDA (2)(3) Adjusted EBITDA Margin (2)
$ 1,353.9 $ $ 330.3 $ $ 62.9 $ $ 267.4 $ $ 165.0 $ $ 102.4 $ 7.6 %
256.2 $ 2,155.0 $ 55.9 $ 522.2 $ 10.1 $ 89.7 $ 45.8 $ 432.5 $ 23.3 $ 265.4 $ 22.5 $ 158.8 $ 8.8 % 7.4 %
Consolidated ES(4) Three months ended December 31, 2019 ES USA
81.1 $ 20.6 $ 2.9 $ 17.7 $ 12.4 $ 4.0 $ 4.9 %
As Reported USA
Canada
(1)
Segment External Sales /Net Sales Gross Profit (exclusive of depreciation) (2) Outbound freight and handling Delivered Gross Profit (2) Warehousing, Selling and Administrative Adjusted EBITDA (2)(3) Adjusted EBITDA Margin (2)
ES Canada
5.7 $ 1.2 $ 0.2 $ 1.0 $ 0.5 $ 0.5 $ 8.8 %
Consolidated
$ 5,828.5 $ 1,217.8 $ $ 1,377.8 $ 233.7 $ $ 254.6 $ 41.9 $ $ 1,123.2 $ 191.8 $ $ 673.8 $ 91.6 $ $ 454.7 $ 100.2 $ 7.8 % 8.2 %
9,286.9 $ 2,140.8 $ 364.8 $ 1,776.0 $ 1,068.8 $ 704.2 $ 7.6 %
59.0 $ 8.3 $ 1.0 $ 7.3 $ 2.1 $ 5.2 $ 8.8 %
Canada
Consolidated
Three months ended December 31, 2019
250.5 $ 2,066.6 54.7 $ 499.8 9.9 $ 86.7 44.8 $ 413.1 22.8 $ 252.1 22.0 $ 154.0 8.8 % 7.5 %
As Adjusted for ES Impact
ES USA ES Canada Consolidated ES(4) Year ended December 31, 2019
349.7 $ 85.8 $ 11.8 $ 74.0 $ 46.8 $ 20.7 $ 5.9 %
USA
88.4 $ 1,272.8 $ 22.4 $ 309.7 $ 3.0 $ 60.0 $ 19.4 $ 249.7 $ 13.3 $ 152.6 $ 4.8 $ 98.4 $ 5.4 % 7.7 %
ES Impact
Year ended December 31, 2019
(in millions)
As Adjusted for ES Impact
USA
Canada
Consolidated
Year ended December 31, 2019
414.8 $ 5,478.8 $ 1,158.8 $ 96.1 $ 1,292.0 $ 225.4 $ 12.8 $ 242.8 $ 40.9 $ 83.3 $ 1,049.2 $ 184.5 $ 50.2 $ 627.0 $ 89.5 $ 26.6 $ 434.0 $ 95.0 $ 6.4 % 7.9 % 8.2 %
8,872.1 2,044.7 352.0 1,692.7 1,018.6 677.6 7.6 %
(1) Segment external sales represent sales to third party customers. Inter-segment sales are excluded from segment external sales. (2) Non-GAAP Measures; see within this Appendix for definitions and reconciliations to the most directly comparable GAAP financial measures. (3) In connection with the Environmental Sciences divestiture, the Company entered into a Transition Services Agreement (TSA). The TSA expenses are included in Adjusted EBITDA in order to provide a more direct comparison to current year results. (4) Consolidated ES includes the impact of the ES divestiture on the LATAM segment which is not presented separately.
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Appendix - GAAP Net (Loss) Income to Adjusted EBITDA Guidance Reconciliation ($ in millions) (1)
Net (loss) income Depreciation (1) Amortization (1) Interest expense, net (1) Income tax (benefit) expense (1) Other operating expenses, net (1)(2) Other expense (income), net (1)(3) Loss on extinguishment of debt (1) Loss on sale of business (1) Impairment charges (1) Brazil VAT charge (1) Adjusted EBITDA (1)
(2) (3)
$
$
Year ended December 31, Q4 2020 2020 (33.7) $ 52.9 $ 39.2 162.9 14.7 60.0 26.7 112.4 (7.9) 6.1 21.1 90.2 51.0 58.4 — 1.8 32.7 50.6 2.6 40.2 — 0.3 146.4 $ 635.8 $
Guidance Q1 2021 Low
High 21 $ 43 16 27 8 35 — — — — — 150 $
43 $ 38 15 25 16 25 (2) — — — — 160 $
Full Year 2021 Low High 107 $ 170 60 105 48 140 — — — — — 630 $
188 150 50 95 75 100 (8) — — — — 650
Adjusted EBITDA excludes from forecasted net income the impact of gains and losses of foreign currency and on divestitures, refinancing costs, potential impairments, discrete tax items and other unusual or nonrecurring items that might materially impact GAAP net income. We have not provided a further reconciliation of Adjusted EBITDA to GAAP net income as such reconciliation is not available without unreasonable efforts because the additional components in deriving Adjusted EBITDA are evaluated on an ongoing basis, can be highly variable and cannot reasonably be predicted. In addition, forecasted net income presented within this reconciliation is provided for informational purposes only and should not be viewed as guidance, as reported GAAP net income may differ materially from forecasted net income due to the impact of the items of the type identified above. Other operating expenses, net, primarily consists of the following: acquisition and integration related expenses, stock-based compensation expense, restructuring charges, litigation settlements, other employee termination costs, other facility exit costs and other unusual or infrequent expenses. Other expense, net, primarily consists of the following: foreign currency transaction gains and losses, changes in fair value on undesignated derivative instruments and non-operating retirement benefits.
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Appendix - GAAP Cash Flow from Operations to Total Cash Flow available to pay down debt before Acquisitions & Divestitures Guidance Reconciliation ($ in millions)
Net cash provided by operating activities
Year ended December 31, 2020 $ 226.9
Net cash (used) provided by investing activities
(41.3)
Purchases of businesses, net of cash acquired
4.6
Proceeds from sale of business
(37.3)
Total cash available to pay down debt before acquisitions and divestitures (1)
$
152.9
Net cash used by financing activities
$
(140.0)
(1) Non-GAAP Measures; see within this Appendix for definitions and reconciliations to the most directly comparable GAAP financial measures.
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Summary of S22 Restructuring and Related Charges ($ in millions)
Q1 2020
Q2 2020
Q3 2020
Full Year 2020
Q4 2020
Cash Impact (1, 2)
Industrial Spill and Emergency Response Businesses
$—
$15.5
$9.3
$1.2
$26.0
$—
Canadian Agriculture Wholesale Distribution Business
$—
$—
$3.4
$7.5
$10.9
$5.2
Canada - Services Business
$—
$—
$—
$31.5
$31.5
$—
Software/IT Investment
$—
$—
$19.7
$2.0
$21.7
$2.0
Other Restructuring Initiatives
$—
$—
$2.0
$—
$2.0
$2.0
Total
$—
$15.5
$34.4
$42.2
$92.1
$9.2
(1) (2)
Amounts exclude the net impact of gains or losses from subsequent divestments. Cash payment for some items may occur in 2021 and are accounted for in our Other uses of cash estimate.
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