UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 __________________________________________________________

Form 10-K

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

Forward-looking statements and information

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

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

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

In 1924, George Van Waters and Nat Rogers opened a brokerage business in Seattle, Washington, buying and selling naval supplies, paint, raw materials and cotton linters. Over 90Nearly 100 years later, and after many different incarnations of the business, we closed our initial public offering in 2015. In 2019, we acquired Nexeo Solutions, Inc. (“Nexeo”), a leading global chemicals and plastics distributor. The acquisition expanded and strengthened our presence in North America and provided the opportunity to create the largest North American sales force in chemical and ingredients distribution.

Today we are a leading global distributor of commodity and specialty chemicalchemicals and ingredient distributor andingredients, as well as a provider of value-added services, to customers across a wide range of diverse industries. We purchase chemicals and ingredients from thousands of producers worldwide to warehouse, repackage, blend, dilute, transport and sell those materials safely to more thannearly 100,000 customer locations across approximately 115120 countries. We provide application development and technical advice to customers formulating new products and have a network of Solution Centers to support customer development activities. We operate an extensive worldwide chemical and ingredient distribution network, comprised ofincluding approximately 9,700 employees and approximately 600 facilities, serviced by: over 3,700by the following: approximately 4,900 tractors, tankers and trailers; and approximately 2,500 railcars, 120 rail and barge terminals and 1520 deep sea terminals, focused on timely and safe delivery to a spectrum of customers, large and small. Our purpose is to help keep our communities healthy, fed, clean and safe.

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

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

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

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

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

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

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

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

Our business is organized and managed in four geographical segments: Univar Solutions USA (“USA”), Univar Solutions Europe and the Middle East and Africa (“EMEA”), Univar Solutions Canada (“Canada”), and Univar Solutions Latin America (“LATAM”), which includes developing businesses in Latin America and the Asia-Pacific region. For additional information on our geographical segments, see “Note 23:20: Segments” in Item 8 of this Annual Report on Form 10-K.

The following charts reflect the breakdown by segment of 20212022 net sales of $9.5$11.5 billion and gross profit (exclusive of depreciation) of $2.4$2.8 billion.

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

Our offerings service a majority of the IndustrialLife Sciences (formerly Consumer Solutions) and Consumer SolutionsIndustrial sectors in the US and specific end markets, which are discussed further below. Our sales force is deployed across the various marketsorganized through specialized account management systems to serve our customersa combination of geographic and end markets with the products and services they require.market factors. Our bulk and local chemical distribution customers are serviced primarily by regional teams and our ingredients and specialty chemicalsspecialties customers are serviced primarily by our globallyend market and product-technically focused teams.

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

We maintain a strong presence in the United Kingdom and continental Europe with sales offices in 2118 countries. This segment also includes 2two sales offices in the Middle East and Africa. Within this segment and where possible globally, we leverage centralized or shared information technology systems, raw materials procurement, logistics, route operations and producer relationships management to benefit from economies of scale and improve cost efficiency.

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

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

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

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

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

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

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

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

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

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

Ingredients and Specialty ChemicalsSpecialties represent a more value added, higher-growth portion of the market tailored to specific end market requirements. InFor each Ingredients and Specialty ChemicalsSpecialties market, we have dedicated sales, marketing, product management and technical professionals with deep marketindustry knowledge of individual submarkets like food ingredients or pharmaceuticals, serving approximately 400 premier500 strategic specialty chemical suppliers and more than 30,000 customers.approximately 42,000 customer locations. These specialty products are typically sold in lower volumes, but at a higher gross profit (exclusive of depreciation) than commodity products. We believe growth can be achieved by leveraging salesforce effectiveness, delivering solutions through industry expertise, technical capabilities, formulation support and our comprehensive supply chain infrastructure.

The following charts reflect the breakdown of 20212022 net sales and gross profit (exclusive of depreciation) for Chemicals and Services as compared to Ingredients and Specialty Chemicals.Specialties.

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

We source materials from thousands ofapproximately 1,800 producers around the globe and we typically maintain relationships with multiple producers in order to protect against disruption in supply and distribution logistics, as well as to ensure competitive pricing of our supply. For the year ended December 31, 2021,2022, our 10ten largest producers accounted for approximately 40%41% of our total chemical purchases.

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

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

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

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

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

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

We recognize that our people represent our most important asset. As part of our effort to drive continued growth and increased profitability, we are intently focused on building a place that attracts and retains top talent and develops the skills necessary to drive differentiation for our business. The below data provides a snapshot of our employee management and Boardmanagement demographics as of December 31, 2021:2022:

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

Our compensationtotal rewards programs are designed to align the compensation of our employees with their performance and to provide the properappropriate incentives to attract, retain and motivate employees to achieve superior results. We engage nationally recognized outside compensation and benefits consulting firms to independently evaluate the effectiveness of our executive compensation and benefit programs and to provide benchmarking against our peers within the industry. Our executive compensation programs blend base salary, short-term cash incentives and long-term equity awards in a structure that encourages alignment with shareholder interests. We provide employee wages that are competitive and consistent with employee positions, skill levels, experience, knowledge and geographic location. Full-time US employees are eligible for health, dental and vision insurance, paid and unpaid leaves, 401(K)a 401(k) plan and life and disability/accident insurance coverage. Employees outside of the US are eligible for a variety of supplemental benefits based on local marketsmarket practices and all employees worldwide are eligible for an Employee Assistance Program.

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

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

We regularly conduct confidential employee engagement surveys and focus groups. The feedback gathered from these surveys and focus groups and use individual feedback tohelps guide our decision-making and strategic imperatives.initiatives. In 2021,2022, at least 83%85% of our global employee population participated in one or more of these feedback channels, sharing their sentiments on key aspects of working at the Company. The engagement survey results are shared in aggregate with managers, who are then tasked with taking action based on employee feedback. In doing so, our goal is to drive year-over-year improvement in employee engagement, which we believe will deliver qualitative and quantitative benefits for our Company.

We are serious about safety, and thiswhich is embedded ina key area of focus across our global operations. Specific initiatives include, among others, data driven and causality-based accident prevention work, improved process and facility controls, mandatory general education and role specific safety training, joint management-worker health and safety committees, safety audits, incident investigation and improvement measures. 20212022 was our safest year on record with a Total Case Incident Rate (TCIR), the rate of recordable injuries per 200,000 hours worked, of 0.33, compared with 0.40 significantly belowin 2021 and ahead of our global2025 target of 0.68.

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

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

In addition to environmental laws and regulations, we are subject to various other laws and regulations around the world. For example, our business is subject to competition laws in the various jurisdictions where we operate, including the Sherman

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

Information related to government regulation applicable to our business is included in this Annual Report on Form 10-K, including: (i) Part I, Item 1A, - Risk Factors;"Risk Factors"; (ii) Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and (iii) “Note 2: Significant accounting policies” and “Note 21:18: Commitments and contingencies” in Item 8 of this Annual Report on Form 10-K.

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

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

We continue to improve ESG initiatives and disclosures throughout our business. In conjunction with support from management, we incorporate ESG initiatives into our business values and priorities of safety, sustainability and value creation. We continually strive to improve our industry leading safety record, reduce our environmental impact and increase transparency. In 2021,2022, we demonstrated our ongoing commitment to ESG practices and our purpose to help keep our communities healthy, fed, clean and safe with net sales of 7%8% related to food ingredients, and products, 7% related to homecare and industrial cleaning, 5% related to pharmaceutical ingredients and finished products, and 4% related to industrial and municipal water treatment.treatment and 2% related to chemical waste removal. In 2022, we dedicated resources to supporting our customers on their sustainability journeys, enhanced our sustainable and natural products portfolio and focused on developing sustainable formulations and services.

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

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

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

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

We maintain a website at www.univarsolutions.com and make available free of charge at this website our Annual Report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and all amendments to those reports as soon as reasonably practicable after they are electronically filed with or furnished to the SEC. Our Corporate Governance Guidelines,

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

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

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

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

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

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

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

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

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

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

In coordination with our suppliers, our ability to move and sell products is critical to our success. Damage or disruption to our collective supply or distribution capabilities resulting directly or indirectly from the COVID-19 pandemic,pandemics and other public-health emergencies, labor shortages, border closures, weather events and natural disasters, weather and physical climate change related events, lack of transportation capacity, increased fuel expenses, global trade flow

Some of the foregoing examples are hypothetical, but others have been or are being experienced by the Company. For example, during 2020 and 2021, the COVID-19 pandemic, weather events and supply constraints impacted, and we expect will continue to impact, our operations. The combination of the severe winter and tropical storms in the US Gulf region in 2021, supplier shut-downs, port congestion, and acute pandemic recovery demand and the Russia-Ukraine conflict have resulted in sustained supply chain constraints, product shortages and chemical price inflation. In some instances, we have placed certain of our products on allocation due to limited supplies. We continue to actively monitor the COVID-19 pandemic and its impact on our supply chain and operations; however, we are unable to accurately predict the future impact that the COVID-19 pandemic will have due to various uncertainties, including the number, duration, and severity of waves of outbreaks, the number and severity of virus variants, actions that may be taken by governmental authorities, including vaccine mandates and testing requirements, the availability and adoption of effective treatments and vaccines, and changes in consumer behaviors.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

As of December 31, 2021,2022, we had $2,265.0$2,465.8 million of total debt. Our indebtedness may have material adverse effects on our business, financial condition and operating results. The amountlevel of our debt,indebtedness, as well as any additional debt or other obligations that we may incur in the future, may have material adverse effects on our business, financial condition and results of operations, and could have important consequences for holders of our common stock, including, but not limited to:stock. Examples of potential issues associated with our level of indebtedness that could materially and adversely affect our business or financial condition include:

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

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

Certain of our outstanding debt bears interest at variable rates. As a result, increases in interest rates would increase the cost of servicing our debt and could materially reduce our profitability and cash flows. As of December 31, 2021,2022, approximately 73% percent78% of our debt is indexed to LIBORthe London Inter-Bank Offered Rate ("LIBOR") or the Secured Overnight Financing Rate ("SOFR") as a benchmarkbenchmarks for establishing the raterates and we may hold other operational contracts, including leases, that are also indexed to LIBOR.LIBOR or SOFR.

On March 5, 2021, the UK Financial Conduct Authority (FCA) announced that: (i) all Swiss Franc and Euro LIBOR settings, the 1 Week and 2 Months US dollar LIBOR settings, and the Overnight/Spot Next, 1 Week, 2 Months and 12 Months British Pound and Japanese Yen LIBOR settings will cease immediately after December 31, 2021; and (ii) the Overnight, and 12-Months US dollar LIBOR settings will cease immediately after June 30, 2023. As a result, the Company has transitioned from the 1 Week US dollar LIBOR setting to the 1 Month US dollar LIBOR setting. The potential consequences to our current or future debt obligations and hedging instruments from the reform of LIBOR as it converts and is replaced with the Secured Overnight Financing Rate (SOFR),SOFR implementation of alternative reference rates, and any interest rate transition process may adversely affect the cost of servicing our debt under the Senior Secured Term Loan Facility and the ABL Credit Facility.debt. For additional information on our indebtedness, debt service obligations and

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

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

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

Previous operations, including those of acquired companies, have resulted in contamination at a number of current and former sites, which must be investigated and remediated. We have ongoing investigations and remediation activities, or are contributing to cleanup costs, at approximately 106128 currently or formerly owned, operated or used sites or other sites impacted by our operations. We have spent substantial sums on such investigation and remediation and we expect to continue to incur such expenditures in the future. We may incur losses in connection with investigation and remediation obligations that exceed our environmental reserve.liabilities. There is no guarantee that our estimates will be accurate, that new contamination will not be

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

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

Societal concerns regarding the safety of chemicals in commerce and their potential impact on the environment have resulted in a growing trend towards increasing levels of product safety and environmental protection regulations. These concerns could influence public perceptions, impact the commercial viability of the products we sell and increase the costs to comply with

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

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

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

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

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

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

As of December 31, 2021,2022, our pension plans were underfunded by $122.3$82.7 million. In recent years, decliningRising interest rates have negativelypositively impacted the funded status of our pension plans. When interest rates decline, funding requirements for our pension plans may become more significant. If our cash flows and capital resources are insufficient to fund our obligations under these pension plans, we

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

As of December 31, 2021,2022, approximately 24% of our labor force is covered by a collective bargaining agreement, including approximately 12%, 47%46% and 23%24% of our labor force in the US, Europe and Canada, respectively. Approximately 2%1% of our labor force is covered by a collective bargaining agreement that will expire within one year. These arrangements grant certain protections to employees and subject us to employment terms that are similar to collective bargaining agreements.employees. We cannot guarantee that we will be able to negotiate these or other collective bargaining agreements or arrangements with works councils on the same or more favorable terms as the current agreements or arrangements, or at all, and without interruptions, including labor stoppages at the facility or facilities subject to any particular agreement or arrangement. A prolonged labor dispute, which could include a work stoppage, could have a material adverse effect on our business, financial condition and results of operations.

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

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

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

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

None.

Our principal executive office is located in Downers Grove, Illinois under a lease expiring in June 2024. As of December 31, 2021,2022, we had 299292 locations in the US in 4745 states and 286one territory and 287 locations outside of the US in 3031 countries. Our warehouse facilities are nearly equally comprised of owned, leased and third party warehouses and our office space is generally leased. Our facilities focus on the storing, repackaging and blending of chemicals and ingredients for distribution. Such facilities do not require substantial investments in equipment, can be opened fairly quickly and replacedare replaceable with little disruption. As such, we believe that none of our facilities on an individual basis is material to the operation of our business.

See “Note 21:18: Commitments and contingencies” in Item 8 of this Annual Report on Form 10-K for information regarding legal proceedings, the content of which is incorporated by reference to this Item 3.

Not applicable.

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

As of December 31, 2021,2022, based on the number of participants reflected in a security position listing provided to us by the Equiniti Trust Company (“EQ”), there were 10nine holders of record of our Common Stock.common stock. Because such EQ participants areinclude banks, brokers and other institutions holding shares of our Common Stockcommon stock on behalf of their customers, we do not know the actual number of unique shareholdersstockholders represented by these record holders.

Information on our common stock purchases of equity securities during the fourth quarter of 2021 was as follows:2022 is provided below:

The following graph shows a comparison of cumulative total shareholderstockholder return, calculated on a dividend reinvested basis, for the Company, the S&P 500 and the S&P 500 Chemical Index from December 31, 20162017 through December 31, 2021.2022. The graph assumes $100 was invested in each of the Company's common stock, the S&P 500 and the S&P 500 Chemical Index as of the market close on December 31, 2016.2017. Note that historic stock price performance is not necessarily indicative of future stock price performance.

We did not pay a cash dividend in 2021, 2020 or 2019 on our common stock. Westock in 2022, 2021 or 2020. Our Board of Directors may consider declaring and paying dividends in the future; however, there can be no assurance that weour Board of Directors will determine to do so. Additionally, our credit facilities contain certain limitations on our ability to pay dividends.dividends on our common stock.

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

Our MD&A is provided in addition to the accompanying consolidated financial statements and notes to assist readers in understanding our results of operations, financial condition and cash flow.flows. This section of this Annual Report on Form 10-K discusses year-to-year comparisons between 20212022 and 2020.2021. For discussions of year-to-year comparisons between 20202021 and 20192020 that are not included in this Annual Report on Form 10-K, please refer to “Management's Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of the Company's Annual Report on Form 10-K for the year ended December 31, 2020,2021, filed with the SEC on February 25, 2021.2022.

Univar Solutions Inc. is a leading global commoditysolutions provider to users of specialty ingredients and specialty chemical and ingredient distributorchemicals and provider of value-added services to customers across a wide range of diverse industries. We purchase chemicals and ingredients from thousands of producers worldwide and safely warehouse, repackage, blend, dilute, transport and sell those productsthem to more thannearly 100,000 customer locations across approximately 115120 countries.

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

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

In December 2020, we acquired a business of Techi Chem, a leading distributor of specialty silicone solutions used primarily for the CASE market within the China marketplace.

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

We sell commodity and specialty chemicals and ingredients that are used in manufacturing processes and as components in other products. Our sales are correlated with and affected by seasonal fluctuations and cycles in the levels of industrial production, manufacturing output and general economic activity.

These market factors have also impacted the transportation market and, coupled with continued energy price pressure, driver shortages and chemical price inflation, that is atypicalhave resulted in magnitude and unknown in duration.

Investments in working capital to bridge supply disruption and account for higher chemical prices may impact our ability to achieve forecasted cash flows in the short-term.

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

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

Driven by agile commercial execution, chemical price inflation and growing customer demand, Univar Solutions delivered strong year-over-year growth despite constrained inventory and supply and transportation challenges. With a focus on growth, we are continuing to realize the benefits of the Nexeo acquisition and Streamline 2022 program. With the acquisitionintegration and system migration completed, we look to continue to leverage our digital investments to drive organic growth through market share capture and margin gains through leverage of our cost structure.

Management is focused on the following financial objectives:

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

Net sales increased $1,270.5$1,939.8 million, or 15.4%20.3%, for the year ended December 31, 2021.2022. On a constant currency basis, net sales increased by $1,152.5$2,302.2 million, or 13.9%24.1%. The increase iswas primarily due to chemical price inflation, operational executionour pricing discipline in inflationary markets and market share gains, partially offset by the impacts of the Canadian Agriculture wholesale distribution exit and the Distrupol and Canadian Agriculture services divestitures.gains. Refer to the “Analysis of Segment Results” for additional information.

Gross profit (exclusive of depreciation) increased $391.0$378.0 million, or 19.5%15.8%, to $2,393.2$2,771.2 million for the year ended December 31, 2021.2022. On a constant currency basis, gross profit (exclusive of depreciation) increased $362.2$459.2 million or 18.1%19.2%. The increase in gross profit (exclusive of depreciation) was primarily attributable to chemical price inflation,our pricing discipline in inflationary markets, operational execution and market share gains, partially offset by the effect of the Canadian Agriculture services and Distrupol divestitures.higher input cost inflation. Gross margin increaseddecreased from 24.2% for the year ended December 31, 2020 to 25.1% for the year ended December 31, 2021.2021 to 24.1% for the year ended December 31, 2022. Refer to the “Analysis of Segment Results” and “Non-GAAP Financial Measures” for additional information.

Outbound freight and handling expenses increased $59.3$73.1 million, or 17.2%18.1%, for the year ended December 31, 2021.2022. On a constant currency basis, outbound freight and handling expenses increased $54.5$83.1 million, or 15.8%20.6%. The increase was primarily due to higher costs to deliver caused by supply chain constraints. Refer to the “Analysis of Segment Results” for additional information.

Warehousing, selling and administrative expenses ("WS&A") increased $169.5$56.7 million, or 16.6%4.8%, for the year ended December 31, 2021.2022. On a constant currency basis, WS&A increased $157.5$94.6 million, or 15.4%7.9%. The increase is primarily attributable to higher operating costs and variable compensation, and other operating costs, partially offset by Nexeoan environmental recovery, net synergies.synergies and higher environmental remediation costs in the prior year. Refer to the “Analysis of Segment Results” for additional information.

Other operating expenses, net increased $18.1decreased $74.7 million, or 20.2%69.5%, for the year ended December 31, 2021. The increase was primarily due to the withdrawal liability related to operating sites exiting the Central States multi-employer pension plan and higher stock-based compensation expense, partially offset by lower restructuring charges.2022. Refer to “Note 6: Other operating expenses, net”8: Supplemental financial information” in Item 8 of this Annual Report on Form 10-K for additional information.

Depreciation expense decreased $12.0$19.2 million, or 7.4%12.7%, for the year ended December 31, 2021,2022, primarily due to certain assets reaching the end of their depreciable lives. On a constant currency basis, depreciation expense decreased $16.0 million, or 10.6%, for the year ended December 31, 2022, primarily due to certain assets reaching the end of their depreciable lives.

Amortization expense decreased $7.5$4.3 million, or 12.5%8.2%, for the year ended December 31, 2021,2022, primarily due to certain intangiblesintangible assets reaching the end of their amortizable lives.

Interest expense decreased $13.0increased $5.7 million, or 11.4%5.6%, for the year ended December 31, 2021,2022, primarily due to lowerhigher average outstanding borrowings, as well as lower interest rates.rates on floating rate debt. Refer to “Note 18:11: Debt” in Item 8 of this Annual Report on Form 10-K for additional information.

A gainGain on sale of business was $88.2 million was recorded infor the year ended December 31, 2021, relatedprimarily due to the sale of theour Distrupol business. A loss of $50.6 million was recorded in the year ended December 31, 2020 relatedbusiness and also included adjustments to the sale price of the industrial spill and emergency response businesses, as well as the Canadian Agriculture services business. The loss also related to a working capital adjustment on the sale of the Environmental Sciences business, which was completed on December 31, 2019. Refer to “Note 4: Discontinued operations and dispositions”Dispositions” in Item 8 of this Annual Report on Form 10-K for additional information.

Loss on extinguishment of debt of $2.3Other income, net decreased $83.9 million, or 76.0%, for the year ended December 31, 2021 was driven by the June 2021 debt refinancing and repayment activity and partial prepayment of the Canadian ABL Term Loan. Loss on extinguishment of debt of $1.8 million for the year ended December 31, 2020 was driven by the partial repayment of the Term B-3 Loan2022, primarily due 2024. Refer to “Note 18: Debt” in Item 8 of this Annual Report on Form 10-K for additional information.

Income tax expense was $124.6 million for the year ended December 31, 2021, resulting in an effective income tax rate of 21.3%. Our effective income tax rate was higher than the US federal statutory rate of 21.0% primarily due to higher rates on foreign earnings, US tax on foreign earnings, US state income taxes and non-deductible employee costs offset by the favorable impact of the Distrupol divestiture.

Our operations are structured into four reportable segments that represent the geographic areas under which we operate and manage our business. These segments are USA, EMEA, Canada and LATAM, which includes developing businesses in Latin America and the Asia-Pacific region. Management believes Adjusted EBITDA is an important measure of operating performance, which is used as the primary basis for the chief operating decision maker to evaluate the performance of each of our reportable segments.

We believe certain other financial measures that are not calculated in accordance with US GAAP provide relevant and meaningful information concerning our ongoing operating results. These financial measures include gross profit (exclusive of depreciation), adjusted gross profit (exclusive of depreciation), gross margin and adjusted grossAdjusted EBITDA margin. Such non-GAAP financial measures are usedreferred to from time to time hereinin this report but should not be viewed as a substitute for GAAP measures of performance.performance and should be considered along with the comparable US GAAP measures. See “Note 23:20: Segments” in Item 8 of this Annual Report on Form 10-K, and “Analysis of Segment Results” within this Item and "Non-GAAP Financial Measures" within this Item for additional information.

External sales increased $1,017.8$1,509.5 million, or 20.3%25.1%, for the year ended December 31, 2021,2022, primarily due to chemical price inflation, operational executionour pricing discipline in inflationary markets and market share gains.

Gross profit (exclusive of depreciation) increased $279.2$325.6 million, or 22.2%21.2%, for the year ended December 31, 2021,2022, primarily due to chemical price inflation,pricing discipline in inflationary markets, operational execution and market share gains.gains, partially offset by input cost inflation. Gross margin increaseddecreased from 25.1% for the year ended December 31, 2020 to 25.5% for the year ended December 31, 2021 to 24.7% for the year ended December 31, 2022, primarily due to chemical priceimpacted by input cost inflation, partially offset by input cost inflation.

Outbound freight and handling expenses increased $51.7$68.4 million, or 21.6%23.5%, for the year ended December 31, 2021,2022, primarily due to higher delivery costs to deliver caused by supply chain constraints.

WS&A increased $122.5$46.1 million, or 19.6%6.2%, for the year ended December 31, 2021,2022, primarily due to higher operating costs and variable compensation, and other operating costs, partially offset by Nexeo net synergies. WS&A ashigher environmental remediation costs in the prior year. Net synergies and an environmental recovery also favorably impacted the current year. As a percentage of external sales, WS&A decreased from 12.5% for the year ended December 31, 2020 to 12.4% for the year ended December 31, 2021.2021 to 10.5% for the year ended December 31, 2022 primarily due to the increase in sales.

Adjusted EBITDA increased $105.0$211.1 million, or 26.7%42.4%, for the year ended December 31, 2021, due to2022, driven by higher gross profit (exclusive of depreciation), partially offset by increasedhigher outbound freight and handling expenses as well as higher WS&A and costs to deliver.&A. Adjusted EBITDA margin increased from 7.9% for the year ended December 31, 2020 to 8.3% for the year ended December 31, 2021 primarily from higher gross margin.to 9.4% for the year ended December 31, 2022, reflecting the business operating leverage.

External sales increased $274.0$93.6 million, or 16.1%4.7%, for the year ended December 31, 2021.2022. On a constant currency basis, external sales increased $233.7$422.2 million, or 13.8%21.4%, primarily due to chemical price inflation, operational executionour pricing discipline in inflationary markets and market share gains, partially offset by the impacteffects of the Distrupol divestiture.divestiture in the prior year.

Gross profit (exclusive of depreciation) increased $61.0decreased $6.3 million, or 14.3%1.3%, for the year ended December 31, 2021.2022. On a constant currency basis, gross profit (exclusive of depreciation) increased $49.5$67.6 million, or 11.6%13.9%, primarily due to chemical price inflation,pricing discipline in inflationary markets, operational execution and market share gains, partially offset by the impacteffects of the Distrupol divestiture.divestiture in the prior year. Gross margin decreased from 25.1% for the year ended December 31, 2020 to 24.7% for the year ended December 31, 2021 to 23.3% for the year ended December 31, 2022 primarily from unfavorable changes in pricing from certain essential end markets as compareddue to the prior year and input cost inflation, that led to gross margin compression.partially offset by our pricing discipline in inflationary markets.

Outbound freight and handling expenses increased $7.5$1.9 million, or 13.3%3.0%, for the year ended December 31, 2021.2022. On a constant currency basis, outbound freight and handling expenses increased $5.5$10.7 million, or 9.7%16.7%, primarily due to higher delivery costs to deliver caused by supply chain constraints.

WS&A increased $25.6decreased $14.2 million, or 11.3%5.6%, for the year ended December 31, 2021.2022. On a constant currency basis, WS&A increased $20.9 million, or 9.2%8.3%, primarily due to higher variable compensation and other operating costs, partially offset by the impact of the Distrupol divestiture. WS&A as a percentage of external sales decreased from 13.4% for the year ended December 31, 2020 to 12.8% for the year ended December 31, 2021.

Adjusted EBITDA increased $13.9$6.0 million, or 32.3%3.5%, for the year ended December 31, 2021.2022. On a constant currency basis, Adjusted EBITDA increased $13.5$36.0 million, or 31.4%21.1%, primarily due to higher gross profit (exclusive of depreciation), partially offset by higher WS&A as well as higher outbound freight and handling expenses. Adjusted EBITDA margin decreased from 8.7% for the year ended December 31, 2021 to 8.6% for the year ended December 31, 2022 primarily due to lower gross margin, partially offset by business operating leverage.

Adjusted EBITDA increased $15.5 million, or 14.9%, for the year ended December 31, 2022. On a constant currency basis, Adjusted EBITDA increased $20.1 million, or 19.3%, primarily due to higher gross profit (exclusive of depreciation), partially offset by increased WS&A. Adjusted EBITDA margin decreased from 9.5%11.2% for the year ended December 31, 2021 to 10.7% for the year ended December 31, 2022 due to lower gross margin, partially offset by business operating leverage.