Cover Page
Cover Page - shares | 9 Months Ended | |
Sep. 30, 2022 | Oct. 31, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2022 | |
Document Transition Report | false | |
Entity File Number | 001-37443 | |
Entity Registrant Name | Univar Solutions Inc. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 26-1251958 | |
Entity Address, Address Line One | 3075 Highland Parkway, Suite 200 | |
Entity Address, City or Town | Downers Grove, | |
Entity Address, State or Province | IL | |
Entity Address, Postal Zip Code | 60515 | |
City Area Code | 331 | |
Local Phone Number | 777-6000 | |
Title of 12(b) Security | Common Stock ($0.01 par value) | |
Trading Symbol | UNVR | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 163,166,503 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q3 | |
Entity Central Index Key | 0001494319 | |
Current Fiscal Year End Date | --12-31 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) shares in Millions, $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Income Statement [Abstract] | ||||
Net sales | $ 2,983.5 | $ 2,487.9 | $ 8,882.7 | $ 7,037.4 |
Cost of goods sold (exclusive of depreciation) | 2,277.4 | 1,871.5 | 6,711.1 | 5,276.1 |
Operating expenses: | ||||
Outbound freight and handling | 121.7 | 105.8 | 363.3 | 295 |
Warehousing, selling and administrative | 324.8 | 299.7 | 937.8 | 875.7 |
Other operating expenses, net | 5.7 | 17.7 | 26.7 | 91.8 |
Depreciation | 32.8 | 36.7 | 97.9 | 117.8 |
Amortization | 12 | 12.4 | 35.8 | 38.7 |
Impairment charges | 0.3 | 0.9 | 0.3 | 3 |
Total operating expenses | 497.3 | 473.2 | 1,461.8 | 1,422 |
Operating income | 208.8 | 143.2 | 709.8 | 339.3 |
Other (expense) income: | ||||
Interest income | 0.8 | 1.5 | 2.9 | 2.6 |
Interest expense | (27.6) | (23.7) | (74.1) | (77.1) |
Gain on sale of business | 0 | 0 | 0 | 88.2 |
Other income, net | 0.6 | 1.1 | 11 | 33.1 |
Total other (expense) income | (26.2) | (21.1) | (60.2) | 46.8 |
Income before income taxes | 182.6 | 122.1 | 649.6 | 386.1 |
Income tax expense | 52.6 | 37.7 | 175.9 | 82.3 |
Net income | $ 130 | $ 84.4 | $ 473.7 | $ 303.8 |
Income per common share: | ||||
Basic (in dollars per share) | $ 0.78 | $ 0.49 | $ 2.82 | $ 1.79 |
Diluted (in dollars per share) | $ 0.78 | $ 0.49 | $ 2.79 | $ 1.78 |
Weighted average common shares outstanding: | ||||
Basic (in shares) | 165.9 | 170.9 | 167.9 | 170.1 |
Diluted (in shares) | 167.2 | 171.9 | 169.5 | 170.9 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Income - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income | $ 130 | $ 84.4 | $ 473.7 | $ 303.8 |
Other comprehensive (loss) income, net of tax: | ||||
Foreign currency translation | (79.9) | (29.2) | (118) | 9.7 |
Pension and other postretirement benefits adjustment, net of tax of $— and $0.1 for the three and nine months ended September 30, 2022, respectively, and $— and $0.5 for the three and nine months ended September 30, 2021, respectively | (0.2) | (0.1) | (0.5) | (2.7) |
Derivative financial instruments, net of tax of $(10.4) and $(29.6) for the three and nine months ended September 30, 2022, respectively, and $(1.7) and $(4.4) for the three and nine months ended September 30, 2021, respectively | 30.1 | 3.7 | 85.8 | 11.8 |
Total other comprehensive (loss) income, net of tax | (50) | (25.6) | (32.7) | 18.8 |
Comprehensive income | $ 80 | $ 58.8 | $ 441 | $ 322.6 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Comprehensive Income (Parenthetical) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Statement of Comprehensive Income [Abstract] | ||||
Pension and postretirement benefits, tax (expense) benefit | $ 0 | $ 0 | $ 0.1 | $ 0.5 |
Derivative financial instruments, tax expense (benefit) | $ (10.4) | $ (1.7) | $ (29.6) | $ (4.4) |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Millions | Sep. 30, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 276.3 | $ 251.5 |
Trade accounts receivable, net of allowance for doubtful accounts of $12.0 and $15.8 at September 30, 2022 and December 31, 2021, respectively | 1,733.4 | 1,539.5 |
Inventories | 1,165.6 | 932.2 |
Prepaid expenses and other current assets | 212.2 | 169.1 |
Total current assets | 3,387.5 | 2,892.3 |
Property, plant and equipment, net | 1,016.3 | 1,031 |
Goodwill | 2,277.4 | 2,310.4 |
Intangible assets, net | 177 | 211.7 |
Deferred tax assets | 24.3 | 29.4 |
Other assets | 386.4 | 303 |
Total assets | 7,268.9 | 6,777.8 |
Current liabilities: | ||
Trade accounts payable | 1,042.3 | 1,009.3 |
Current portion of long-term debt | 38.5 | 41.5 |
Accrued compensation | 162.7 | 196.4 |
Other accrued expenses | 393.5 | 420.4 |
Total current liabilities | 1,637 | 1,667.6 |
Long-term debt | 2,466 | 2,223.5 |
Pension and other postretirement benefit liabilities | 184.6 | 211.7 |
Deferred tax liabilities | 107.7 | 56.1 |
Other long-term liabilities | 309.2 | 326.4 |
Total liabilities | 4,704.5 | 4,485.3 |
Stockholders’ equity: | ||
Preferred stock, $0.01 par value, 200,000,000 shares authorized, none issued | 0 | 0 |
Common stock, $0.01 par value, 2,000,000,000 shares authorized, 172,489,238 and 171,199,938 shares issued at September 30, 2022 and December 31, 2021, respectively | 1.7 | 1.7 |
Additional paid-in capital | 3,084.3 | 3,048.5 |
Treasury stock at cost, 9,336,213 and 1,832,385 shares at September 30, 2022 and December 31, 2021, respectively | (254.9) | (50) |
Retained earnings (accumulated deficit) | 128.7 | (345) |
Accumulated other comprehensive loss | (395.4) | (362.7) |
Total stockholders’ equity | 2,564.4 | 2,292.5 |
Total liabilities and stockholders’ equity | $ 7,268.9 | $ 6,777.8 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Millions | Sep. 30, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Allowance for doubtful accounts | $ 12 | $ 15.8 |
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized (in shares) | 200,000,000 | 200,000,000 |
Preferred stock, share issued (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 2,000,000,000 | 2,000,000,000 |
Common stock, shares issued (in shares) | 172,489,238 | 171,199,938 |
Common stock, shares outstanding (in shares) | 172,489,238 | 171,199,938 |
Treasury stock (in shares) | 9,336,213 | 1,832,385 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Operating activities: | ||
Net income | $ 473.7 | $ 303.8 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 133.7 | 156.5 |
Impairment charges | 0.3 | 3 |
Amortization of deferred financing fees and debt discount | 4.3 | 4.9 |
Gain on sale of business | 0 | (88.2) |
Gain on sale of property, plant and equipment | (2.3) | (6.3) |
Deferred income taxes | 27.2 | 15.8 |
Stock-based compensation expense | 26.9 | 16 |
Fair value adjustment for warrants | 0 | (33.8) |
Other | 6.3 | 2.3 |
Changes in operating assets and liabilities: | ||
Trade accounts receivable, net | (251.4) | (364.2) |
Inventories | (266.7) | (184.8) |
Prepaid expenses and other current assets | (16) | (24.5) |
Trade accounts payable | 73.9 | 207.1 |
Other, net | (39.1) | 107.5 |
Net cash provided by operating activities | 170.8 | 115.1 |
Investing activities: | ||
Purchases of property, plant and equipment | (103.7) | (68.9) |
Purchases of businesses, net of cash acquired | (16.5) | 0 |
Proceeds from sale of property, plant and equipment | 3.6 | 13.7 |
Proceeds from sale of business | 0 | 136.5 |
Other | 1 | (2.3) |
Net cash (used) provided by investing activities | (115.6) | 79 |
Financing activities: | ||
Proceeds from issuance of long-term debt, net | 0 | 995 |
Payments on long-term debt and finance lease obligations | (77.3) | (1,389) |
Proceeds under revolving credit facilities | 1,422.4 | 2,006.3 |
Proceeds under revolving credit facilities | (1,128.3) | (1,992.8) |
Taxes paid related to net share settlements of stock-based compensation awards | (7.7) | (2.6) |
Purchases of treasury stock | (204.9) | 0 |
Stock option exercises | 16.5 | 8.5 |
Proceeds from the exercise of warrants | 0 | 27.1 |
Other | (2) | 0.1 |
Net cash provided (used) by financing activities | 18.7 | (347.4) |
Effect of exchange rate changes on cash and cash equivalents | (49.1) | (12.5) |
Net increase (decrease) in cash and cash equivalents | 24.8 | (165.8) |
Cash and cash equivalents at beginning of period | 251.5 | 386.6 |
Cash and cash equivalents at end of period | 276.3 | 220.8 |
Cash paid during the period for: | ||
Income taxes | 161.1 | 56.3 |
Interest, net of capitalized interest | 56.8 | 61.5 |
Non-cash activities: | ||
Additions of property, plant and equipment included in trade accounts payable and other accrued expenses | 6.8 | 5 |
Additions of property, plant and equipment under a finance lease obligation | 24.7 | 14 |
Additions of assets under an operating lease obligation | $ 46.7 | $ 43.5 |
Condensed Consolidated Statem_5
Condensed Consolidated Statements of Changes in Stockholders' Equity - USD ($) $ in Millions | Total | Common stock | Additional paid-in capital | Treasury stock | Retained earnings (accumulated deficit) | Accumulated other comprehensive loss |
Beginning balance (in shares) at Dec. 31, 2020 | 169,300,000 | |||||
Beginning balance at Dec. 31, 2020 | $ 1,792.3 | $ 1.7 | $ 2,983.3 | $ 0 | $ (805.6) | $ (387.1) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income | 303.8 | 303.8 | ||||
Other comprehensive income, (loss) net of tax | 18.8 | 18.8 | ||||
Exercise of warrants (in shares) | 1,000,000 | |||||
Exercise of warrants | 26.8 | 26.8 | ||||
Restricted stock units vested | 400,000 | |||||
Tax withholdings related to net share settlements of stock-based compensation awards (in shares) | (100,000) | |||||
Tax withholdings related to net share settlements of stock-based compensation awards | (2.6) | (2.6) | ||||
Stock option exercises (in shares) | 400,000 | |||||
Stock option exercises | 8.5 | 8.5 | ||||
Employee stock purchase plan | 0.8 | 0.8 | ||||
Stock-based compensation expense | 16 | 16 | ||||
Other | 0.3 | 0.3 | ||||
Ending balance (in shares) at Sep. 30, 2021 | 171,000,000 | |||||
Ending balance at Sep. 30, 2021 | 2,164.7 | $ 1.7 | 3,033.1 | 0 | (501.8) | (368.3) |
Beginning balance (in shares) at Jun. 30, 2021 | 170,900,000 | |||||
Beginning balance at Jun. 30, 2021 | 2,098.6 | $ 1.7 | 3,025.8 | 0 | (586.2) | (342.7) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income | 84.4 | 84.4 | ||||
Other comprehensive income, (loss) net of tax | (25.6) | (25.6) | ||||
Tax withholdings related to net share settlements of stock-based compensation awards | (0.1) | (0.1) | ||||
Stock option exercises (in shares) | 100,000 | |||||
Stock option exercises | 0.7 | 0.7 | ||||
Stock-based compensation expense | 6.8 | 6.8 | ||||
Other | (0.1) | (0.1) | ||||
Ending balance (in shares) at Sep. 30, 2021 | 171,000,000 | |||||
Ending balance at Sep. 30, 2021 | $ 2,164.7 | $ 1.7 | 3,033.1 | 0 | (501.8) | (368.3) |
Beginning balance (in shares) at Dec. 31, 2021 | 171,199,938 | 169,400,000 | ||||
Beginning balance at Dec. 31, 2021 | $ 2,292.5 | $ 1.7 | 3,048.5 | (50) | (345) | (362.7) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income | 473.7 | 473.7 | ||||
Other comprehensive income, (loss) net of tax | (32.7) | (32.7) | ||||
Restricted stock units vested | 900,000 | |||||
Tax withholdings related to net share settlements of stock-based compensation awards (in shares) | (300,000) | |||||
Tax withholdings related to net share settlements of stock-based compensation awards | (7.7) | (7.7) | ||||
Stock option exercises (in shares) | 700,000 | |||||
Stock option exercises | 16.5 | 16.5 | ||||
Employee stock purchase plan | 0.8 | 0.8 | ||||
Stock-based compensation expense | 26.9 | 26.9 | ||||
Purchases of treasury stock (in shares) | (7,500,000) | |||||
Purchases of treasury stock | (204.9) | (204.9) | ||||
Other | $ (0.7) | (0.7) | ||||
Ending balance (in shares) at Sep. 30, 2022 | 172,489,238 | 163,200,000 | ||||
Ending balance at Sep. 30, 2022 | $ 2,564.4 | $ 1.7 | 3,084.3 | (254.9) | 128.7 | (395.4) |
Beginning balance (in shares) at Jun. 30, 2022 | 167,100,000 | |||||
Beginning balance at Jun. 30, 2022 | 2,579 | $ 1.7 | 3,078.6 | (154.6) | (1.3) | (345.4) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income | 130 | 130 | ||||
Other comprehensive income, (loss) net of tax | (50) | (50) | ||||
Restricted stock units vested | 100,000 | |||||
Tax withholdings related to net share settlements of stock-based compensation awards | (0.2) | (0.2) | ||||
Stock option exercises | 0.5 | 0.5 | ||||
Stock-based compensation expense | 5.2 | 5.2 | ||||
Purchases of treasury stock (in shares) | (4,000,000) | |||||
Purchases of treasury stock | (100.3) | (100.3) | ||||
Other | $ 0.2 | 0.2 | ||||
Ending balance (in shares) at Sep. 30, 2022 | 172,489,238 | 163,200,000 | ||||
Ending balance at Sep. 30, 2022 | $ 2,564.4 | $ 1.7 | $ 3,084.3 | $ (254.9) | $ 128.7 | $ (395.4) |
Basis of presentation
Basis of presentation | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Basis of presentation | 1. Basis of presentation Financial statement presentation The unaudited interim condensed consolidated financial statements of Univar Solutions Inc. (the “Company,” “we,” “our” and “us”) have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim reporting. Accordingly, certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles (“US GAAP”) have been condensed or omitted. These unaudited interim condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2021. In the opinion of management, the unaudited interim condensed consolidated financial statements include all normal and recurring adjustments necessary for a fair presentation of the Company’s financial position, results of operations and cash flows for the periods presented. The results of operations for the interim periods presented are not necessarily indicative of the results of operations to be expected for the full year. Proceeds and repayments under the revolving credit facilities for 2021, previously reported net in our interim condensed consolidated statements of cash flows, are now presented separately to conform to the current period presentation. Additionally, certain other immaterial amounts in the prior period interim condensed consolidated financial statements and notes have been reclassified to conform to the current period presentation. Accounting pronouncements issued and not yet adopted In October 2021, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update ("ASU") 2021-08 “Business Combinations” (Topic 805) – “Accounting for Contract Assets and Contract Liabilities from Contracts with Customers.” This ASU requires an entity to recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with Topic 606 (Revenue from Contracts with Customers). The standard is effective for public business entities for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The Company plans to adopt this guidance on a prospective basis effective January 1, 2023, which is not expected to have a material impact on the consolidated financial statements. In November 2021, the FASB issued ASU 2021-10 “Government Assistance” (Topic 832) – “Disclosures by Business Entities about Government Assistance” to increase the transparency of disclosures for government assistance and grants. The ASU requires annual disclosures pertaining to the types of received government assistance, accounting for the transactions and the related impacts on the reported financial results. The standard is effective for annual periods beginning after December 15, 2021. The Company plans to adopt this guidance on a prospective basis in the fourth quarter of 2022, which is not expected to have an impact on the consolidated financial statements and disclosures as the Company has not received significant governmental assistance. In September 2022, the FASB issued ASU 2022-04 “Liabilities – Supplier Finance Programs” (Subtopic 405-50) – “Disclosure of Supplier Finance Program Obligations” to enhance the transparency of disclosures regarding supplier finance programs. The ASU requires a buyer in a supplier finance program to disclose information about the program’s nature, activity during the period, changes from period to period and potential magnitude. The standard is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years, except for the disclosure of rollforward information, which is effective for fiscal years beginning after December 15, 2023. Retrospective application of the guidance is required for all disclosures except rollforward information, which requires prospective application. The Company has not yet determined the impact of the standard on its disclosures. |
Business combinations
Business combinations | 9 Months Ended |
Sep. 30, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Business combinations | 2. Business combinations Vicom Distribución Productos Quimicos, S.L . (“Vicom”) On July 29, 2022, the Company acquired all of the outstanding equity interests in Vicom, a leading regional specialty chemical distributor in Spain and Portugal, for cash consideration of $14.5 million. The transaction was accounted for under the acquisition method of accounting and the results of operations are included in the Europe and the Middle East and Africa ("EMEA") segment. The preliminary purchase price allocation included $3.4 million in identified intangible assets related to customer relationships and $5.6 million in goodwill, which is included in the EMEA segment and is not deductible for income tax purposes. Sweetmix Distribuidora de Materias Primas Industriais Ltda (“Sweetmix”) On December 1, 2021, the Company acquired all of the outstanding equity interests in Sweetmix, a food ingredients and coatings, adhesives, sealants and elastomers (“CASE”) specialty chemical distribution company in Brazil. The purchase price, including measurement period adjustments, was $53.0 million, $32.5 million of which was paid in cash (net of cash acquired of $1.2 million) upon closing, with the remaining $19.3 million to be paid over the next five years. The Company believes the acquisition of Sweetmix significantly enhances the Company’s specialty food ingredients product offering in Latin America and also enhances the Company's position in the local CASE market. The transaction was accounted for under the acquisition method of accounting and the results of operations are included in the Latin America ("LATAM") segment. During the nine months ended September 30, 2022, the Company updated the purchase price allocation to reflect intangible asset fair value adjustments, purchase price adjustments and the deferred tax impacts of the recognized adjustments. The final purchase price allocation and measurement period adjustments are shown below: (in millions) Initial Purchase Price Allocation Measurement Period Adjustments Final Purchase Price Allocation Cash and cash equivalents $ 1.2 $ — $ 1.2 Trade accounts receivable, net 15.6 — 15.6 Inventories 8.5 — 8.5 Prepaid expenses and other current assets 2.6 — 2.6 Goodwill 33.8 (0.8) 33.0 Intangible assets, net 13.3 1.7 15.0 Trade accounts payable (16.6) — (16.6) Deferred tax liabilities (4.5) (0.8) (5.3) Other assets and liabilities, net (1.0) — (1.0) Purchase consideration 52.9 0.1 53.0 Less: Cash and cash equivalents (1.2) — (1.2) Purchase consideration, net of cash $ 51.7 $ 0.1 $ 51.8 |
Dispositions
Dispositions | 9 Months Ended |
Sep. 30, 2022 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Dispositions | 3. Dispositions |
Goodwill and intangibles, net
Goodwill and intangibles, net | 9 Months Ended |
Sep. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and intangibles, net | 4. Goodwill and intangibles, net Goodwill The following is a summary of the activity in goodwill by segment: (in millions) USA EMEA Canada LATAM Total Balance as of December 31, 2021 $ 1,812.6 $ 7.4 $ 431.4 $ 59.0 $ 2,310.4 Acquisitions — 5.6 — — 5.6 Purchase price adjustments — — — (0.8) (0.8) Foreign currency translation — (1.5) (37.2) 0.9 (37.8) Balance as of September 30, 2022 $ 1,812.6 $ 11.5 $ 394.2 $ 59.1 $ 2,277.4 Intangible assets, net September 30, 2022 December 31, 2021 (in millions) Gross Accumulated Amortization Net Gross Accumulated Amortization Net Customer relationships $ 919.9 $ (745.8) $ 174.1 $ 940.1 $ (732.8) $ 207.3 Other 165.2 (162.3) 2.9 168.9 (164.5) 4.4 Total intangible assets $ 1,085.1 $ (908.1) $ 177.0 $ 1,109.0 $ (897.3) $ 211.7 Other intangible assets consist of intellectual property trademarks, trade names, producer relationships and contracts, non-compete agreements and exclusive distribution rights. The estimated annual amortization expense in each of the next five years is as follows: (in millions) 2022 $ 47.5 2023 42.1 2024 32.2 2025 28.9 2026 24.1 |
Revenue
Revenue | 9 Months Ended |
Sep. 30, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | 5. Revenue The Company disaggregates revenues from contracts with customers by both geographic reportable segments and revenue contract types. Geographic reportable segmentation is pertinent to understanding the Company's revenues, as it aligns with how the Company reviews the financial performance of its operations. Revenue contract types are differentiated by the type of good or service the Company offers customers, since the contractual terms necessary for revenue recognition are unique to each of the identified revenue contract types. The following tables disaggregate external customer net sales by major stream: Three months ended September 30, Nine months ended September 30, (in millions) 2022 2021 2022 2021 USA Chemical distribution $ 1,945.2 $ 1,548.5 $ 5,622.5 $ 4,199.4 Services 76.0 68.3 212.1 210.6 Total external customer net sales $ 2,021.2 $ 1,616.8 $ 5,834.6 $ 4,410.0 EMEA Chemical distribution $ 486.5 $ 480.2 $ 1,595.8 $ 1,489.9 Services — 0.1 0.1 0.3 Total external customer net sales $ 486.5 $ 480.3 $ 1,595.9 $ 1,490.2 Canada Chemical distribution $ 273.9 $ 222.1 $ 865.5 $ 674.7 Services — 1.2 — 9.9 Total external customer net sales $ 273.9 $ 223.3 $ 865.5 $ 684.6 LATAM Chemical distribution $ 196.1 $ 163.4 $ 573.6 $ 444.2 Services 5.8 4.1 13.1 8.4 Total external customer net sales $ 201.9 $ 167.5 $ 586.7 $ 452.6 Consolidated Chemical distribution $ 2,901.7 $ 2,414.2 $ 8,657.4 $ 6,808.2 Services 81.8 73.7 225.3 229.2 Total external customer net sales $ 2,983.5 $ 2,487.9 $ 8,882.7 $ 7,037.4 Deferred revenue Deferred revenues are recognized as contract liabilities when customers provide the Company with consideration prior to the Company satisfying its performance obligations and are recognized in revenue when the performance obligations are met. Deferred revenues relate to revenues that are expected to be recognized within one year and are recorded within the other accrued expenses line item of the condensed consolidated balance sheets. Deferred revenues as of September 30, 2022 and December 31, 2021 were $6.8 million and $17.6 million, respectively. Revenue recognized through the nine months ended September 30, 2022 and 2021 from amounts included in contract liabilities at the beginning of the period were $16.6 million and $4.7 million, respectively. |
Supplemental financial informat
Supplemental financial information | 9 Months Ended |
Sep. 30, 2022 | |
Other Income and Expenses [Abstract] | |
Supplemental financial information | 6. Supplemental financial information Other operating expenses, net Other operating expenses, net consisted of the following: Three months ended September 30, Nine months ended September 30, (in millions) 2022 2021 2022 2021 Acquisition and integration related expenses $ 1.5 $ 12.0 $ 1.5 $ 44.8 Stock-based compensation expense 5.2 6.8 26.9 16.0 Employee severance costs — 1.8 — 6.7 Multi-employer pension plan exit liability — — — 31.2 Gain on sale of property, plant and equipment (0.1) (3.2) (2.3) (6.3) Other (0.9) 0.3 0.6 (0.6) Total other operating expenses, net $ 5.7 $ 17.7 $ 26.7 $ 91.8 Other income, net Other income, net consisted of the following: Three months ended September 30, Nine months ended September 30, (in millions) 2022 2021 2022 2021 Foreign currency loss, net $ (2.4) $ (1.4) $ (6.3) $ (6.8) Undesignated foreign currency derivative instruments (2.8) (1.0) (0.9) (2.8) Undesignated interest rate swap contracts 1.5 (0.1) 5.2 0.2 Undesignated cross currency swap contracts 2.2 0.5 5.1 1.2 Non-operating retirement benefits 2.7 3.8 8.2 14.5 Debt refinancing costs — (0.1) — (7.0) Fair value adjustment for warrants — — — 33.8 Other (0.6) (0.6) (0.3) — Total other income, net $ 0.6 $ 1.1 $ 11.0 $ 33.1 Cash and cash equivalents Certain of the Company’s subsidiaries participate in a multi-currency, notional cash pooling arrangement with a third-party bank provider to manage global liquidity requirements (the “Notional Cash Pool”). Under the Notional Cash Pool, cash deposited by participating subsidiaries is pledged as security against the overdraft balances of other participating subsidiaries, providing legal rights of offset. As a result, the balances are presented on a net basis within cash and cash equivalents in the condensed consolidated balance sheets. As of September 30, 2022, the net cash position of the Notional Cash Pool was $25.8 million, which consisted of a gross cash balance of $60.8 million less a bank overdraft balance of $35.0 million. As of December 31, 2021, the net cash position of the Notional Cash Pool was $43.2 million, which consisted of a gross cash balance of $146.0 million less a bank overdraft balance of $102.8 million. Allowance for doubtful accounts The allowance for doubtful accounts reflects the Company’s current estimate of credit losses expected to be incurred over the life of the trade accounts receivable. Collectability of the trade accounts receivable balance is assessed on an ongoing basis and determined based on the delinquency of customer accounts, the financial condition of individual customers, past collections experience and future economic expectations. The change in the allowance for doubtful accounts was as follows: (in millions) Balance as of December 31, 2021 $ 15.8 Provision for credit losses 3.6 Write-offs (6.8) Foreign exchange (0.6) Balance as of September 30, 2022 $ 12.0 Property, plant and equipment, net (in millions) September 30, 2022 December 31, 2021 Property, plant and equipment, at cost $ 2,252.7 $ 2,238.8 Less: accumulated depreciation (1,236.4) (1,207.8) Property, plant and equipment, net $ 1,016.3 $ 1,031.0 |
Employee benefit plans
Employee benefit plans | 9 Months Ended |
Sep. 30, 2022 | |
Postemployment Benefits [Abstract] | |
Employee benefit plans | 7. Employee benefit plans The following table summarizes the components of net periodic benefit (income) cost recognized in the condensed consolidated statements of operations related to defined benefit plans: Domestic Foreign Three months ended September 30, Nine months ended September 30, Three months ended September 30, Nine months ended September 30, (in millions) 2022 2021 2022 2021 2022 2021 2022 2021 Service cost (1) $ — $ — $ — $ — $ 0.3 $ 0.4 $ 1.0 $ 1.3 Interest cost (2) 5.2 4.9 15.5 14.5 2.7 2.5 8.3 7.5 Expected return on plan assets (2) (7.6) (7.3) (22.8) (21.9) (2.8) (3.8) (8.6) (11.4) Prior service credit (2) — — — — (0.2) (0.1) (0.6) (3.2) Net periodic benefit (income) cost $ (2.4) $ (2.4) $ (7.3) $ (7.4) $ — $ (1.0) $ 0.1 $ (5.8) (1) Service cost is included in warehousing, selling and administrative expenses. (2) These amounts are included in other income, net and represent non-operating retirement benefits. Multi-employer pension plan withdrawal liability As of December 31, 2021, the Company recognized its best estimate of a withdrawal liability of $31.2 million related to triggering events at all eight sites of the Central States, Southeast and Southwest Areas Pension Plan (“Central States Pension Fund”), culminating in the Company ceasing to participate in the Central States Pension Fund. Upon an agreed final funding assessment with the Central States Pension Fund, the Company will recognize any differences between the estimated and actual withdrawal liability. As of September 30, 2022, this balance is unchanged. The Company estimates its cash obligation to be approximately $1.9 million annually for each of the next 20 years. The net present value of the withdrawal liability was determined using a risk-free interest rate. Amounts associated with the withdrawal liability are included in other operating expenses, net in the condensed consolidated statements of operations and other accrued expenses and other long-term liabilities in the condensed consolidated balance sheets. |
Income taxes
Income taxes | 9 Months Ended |
Sep. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
Income taxes | 8. Income taxes The income tax expense and effective income tax rate for the three and nine months ended September 30, 2022 and 2021 were as follows: Three months ended September 30, Nine months ended September 30, (in millions) 2022 2021 2022 2021 Income tax expense $ 52.6 $ 37.7 $ 175.9 $ 82.3 Effective income tax rate 28.8 % 30.9 % 27.1 % 21.3 % The Company’s 2022 effective income tax rate was higher than the US federal statutory rate of 21.0%, primarily due to higher rates on foreign earnings, US tax on foreign earnings, US state income taxes and non-deductible employee costs. On August 16, 2022, the Inflation Reduction Act ("IRA") was enacted into US law. Effective for tax years beginning after December 31, 2022, the IRA imposes a 15% corporate minimum tax, a 1% excise tax on share repurchases, and creates and extends certain tax-related energy incentives. Management does not expect the tax-related provisions of the IRA to have a material impact on its consolidated financial statements. |
Earnings per share
Earnings per share | 9 Months Ended |
Sep. 30, 2022 | |
Earnings Per Share [Abstract] | |
Earnings per share | 9. Earnings per share The following table presents the basic and diluted earnings per share computations: Three months ended September 30, Nine months ended September 30, (in millions, except per share data) 2022 2021 2022 2021 Net income $ 130.0 $ 84.4 $ 473.7 $ 303.8 Weighted average common shares outstanding Basic 165.9 170.9 167.9 170.1 Effect of dilutive securities: stock compensation plans 1.3 1.0 1.6 0.8 Diluted 167.2 171.9 169.5 170.9 Income per common share Basic $ 0.78 $ 0.49 $ 2.82 $ 1.79 Diluted $ 0.78 $ 0.49 $ 2.79 $ 1.78 The common shares that were not included in the computation of diluted earnings per share because their inclusion would be anti-dilutive were as follows: Three months ended September 30, Nine months ended September 30, (in millions) 2022 2021 2022 2021 Stock options 1.1 1.9 0.6 2.3 |
Accumulated other comprehensive
Accumulated other comprehensive income (loss) | 9 Months Ended |
Sep. 30, 2022 | |
Equity [Abstract] | |
Accumulated other comprehensive income (loss) | 10. Accumulated other comprehensive income (loss) The following tables present the changes in accumulated other comprehensive income (loss) by component, net of tax: (in millions) Cash flow hedges Defined benefit pension Currency translation Total AOCI Balance as of June 30, 2022 $ 44.9 $ 16.4 $ (406.7) $ (345.4) Other comprehensive income (loss) before reclassifications 52.1 — (79.9) (27.8) Amounts reclassified from accumulated other comprehensive loss (22.0) (0.2) — (22.2) Net current period other comprehensive income (loss) 30.1 (0.2) (79.9) (50.0) Balance as of September 30, 2022 $ 75.0 $ 16.2 $ (486.6) $ (395.4) Balance as of June 30, 2021 $ (24.6) $ 16.6 $ (334.7) $ (342.7) Other comprehensive income (loss) before reclassifications 7.2 — (29.2) (22.0) Amounts reclassified from accumulated other comprehensive loss (3.5) (0.1) — (3.6) Net current period other comprehensive income (loss) 3.7 (0.1) (29.2) (25.6) Balance as of September 30, 2021 $ (20.9) $ 16.5 $ (363.9) $ (368.3) Balance as of December 31, 2021 $ (10.8) $ 16.7 $ (368.6) $ (362.7) Other comprehensive income (loss) before reclassifications 129.1 — (118.0) 11.1 Amounts reclassified from accumulated other comprehensive loss (43.3) (0.5) — (43.8) Net current period other comprehensive income (loss) 85.8 (0.5) (118.0) (32.7) Balance as of September 30, 2022 $ 75.0 $ 16.2 $ (486.6) $ (395.4) Balance as of December 31, 2020 $ (32.7) $ 19.2 $ (373.6) $ (387.1) Other comprehensive income (loss) before reclassifications 17.4 — (8.4) 9.0 Amounts reclassified from accumulated other comprehensive loss (5.6) (2.7) — (8.3) Amounts reclassified related to dispositions — — 18.1 18.1 Net current period other comprehensive income (loss) 11.8 (2.7) 9.7 18.8 Balance as of September 30, 2021 $ (20.9) $ 16.5 $ (363.9) $ (368.3) The following is a summary of the amounts reclassified from accumulated other comprehensive income (loss) to net income: Statement of Operations Classification Three months ended September 30, Nine months ended September 30, (in millions) 2022 (1) 2021 (1) 2022 (1) 2021 (1) Amortization of defined benefit pension items: Prior service credit Other income, net $ (0.2) $ (0.1) $ (0.6) $ (3.2) Tax expense Income tax expense — — 0.1 0.5 Net of tax (0.2) (0.1) (0.5) (2.7) Cash flow hedges: Interest rate swap contracts Interest expense (0.7) 4.4 3.2 13.5 Cross currency swap contracts Interest expense and other income, net (28.8) (9.3) (61.4) (21.2) Tax expense Income tax expense 7.5 1.4 14.9 2.1 Net of tax (22.0) (3.5) (43.3) (5.6) Total reclassifications for the period, net of tax $ (22.2) $ (3.6) $ (43.8) $ (8.3) (1) Amounts in parentheses represent income in the condensed consolidated statements of operations. |
Debt
Debt | 9 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
Debt | 11. Debt Short-term financing The Company had no outstanding balance in short-term financing facilities as of September 30, 2022 and December 31, 2021. The Company had $125.5 million and $141.9 million of outstanding letters of credits as of September 30, 2022 and December 31, 2021, respectively. Long-term debt Long-term debt consisted of the following: (in millions) September 30, 2022 December 31, 2021 Senior Term Loan Facilities: Term B-5 Loan due 2026, variable interest rate of 5.12% and 2.10% at September 30, 2022 and December 31, 2021, respectively $ 389.0 $ 392.0 Term B-6 Loan due 2028, variable interest rate of 4.87% and 2.10% at September 30, 2022 and December 31, 2021, respectively 987.5 995.0 Asset Backed Loan (“ABL”) Facilities: North American ABL Facility due 2024, variable interest rate of 4.44% and 1.43% at September 30, 2022 and December 31, 2021, respectively 592.0 297.9 Senior Unsecured Notes: Senior Unsecured Notes due 2027, fixed interest rate of 5.13% at September 30, 2022 and December 31, 2021 454.0 500.0 Finance lease obligations 100.5 101.9 Total long-term debt before unamortized debt issuance costs and discount 2,523.0 2,286.8 Less: unamortized debt issuance costs and discount on debt (18.5) (21.8) Total long-term debt 2,504.5 2,265.0 Less: current maturities (38.5) (41.5) Total long-term debt, excluding current maturities $ 2,466.0 $ 2,223.5 The weighted average interest rate on long-term debt, including the effect of designated and undesignated derivative instruments (refer to “Note 13: Derivatives” for more information), was 3.92% and 3.25% as of September 30, 2022 and December 31, 2021, respectively. Senior Unsecured Notes During the second quarter of 2022, the Company repaid $46.0 million of its Senior Unsecured Notes due 2027, resulting in a gain on extinguishment of debt of $1.5 million, which is included in other income, net in the condensed consolidated statements of operations. Senior Term Loan Facilities During the second quarter of 2021, the Company entered into the Sixth Amendment (“Sixth Amendment”) to its Credit Agreement, dated July 1, 2015, which provided a new Term B-6 Loan Facility in an aggregate principal amount of $1.0 billion that matures on June 3, 2028 (“Term B-6 Loan”). The proceeds from the new Term B-6 Loan and an incremental borrowing of $274.2 million under the Company's existing North American ABL Facility were used to repay in full the outstanding Term B-3 Loan facility and satisfy related lending and refinancing fees. As a result of the issuance of the Term B-6 Loan and the Sixth Amendment, and the repayment of the Term B-3 Loan, the Company recognized a loss on extinguishment of debt of $2.0 million and debt refinancing costs of $6.9 million during the second quarter of 2021, both of which are included in other income, net in the condensed consolidated statements of operations. Other Information September 30, 2022 December 31, 2021 (in millions) Carrying amount Fair value Carrying amount Fair value Fair value of debt $ 2,504.5 $ 2,462.1 $ 2,265.0 $ 2,307.8 The fair values of debt were based on current market quotes for similar borrowings and credit risk adjusted for liquidity, margins and amortization, as necessary, and are classified as Level 2 in the fair value hierarchy. |
Equity and stock-based compensa
Equity and stock-based compensation | 9 Months Ended |
Sep. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Equity and stock-based compensation | 12. Equity and stock-based compensation Share repurchase program In November 2021, the Company announced that the Board of Directors had approved a share repurchase program of up to $500.0 million of its outstanding common stock, which expires on October 27, 2026. The program does not require the repurchase of any minimum number of shares and can be suspended, modified or discontinued at any time at the Company’s discretion. Under the share repurchase program, the Company may purchase shares from time-to-time at the discretion of management through open market purchases, privately negotiated transactions, block trades, accelerated or other structured share repurchase programs, or other means. The Company repurchased 7,503,828 shares for $204.9 million during the nine months ended September 30, 2022, which includes the repurchase of 4,016,343 shares of its common stock for $100.3 million during the three months ended September 30, 2022. The Company’s remaining stock repurchase authorization under this program was approximately $245.1 million as of September 30, 2022. Stock-based compensation The Company grants stock-based compensation to employees and non-employee directors under the Univar Solutions Inc. 2020 Omnibus Incentive Plan. Most of the Company’s stock-based compensation awards to employees are granted in the first quarter of each year. During the nine months ended September 30, 2022, the Company granted the following stock-based awards to employees: • 785,137 of restricted stock units (“RSUs”) with a weighted-average fair value of $28.38 per share; • 243,750 of performance-based restricted stock units ("PRSUs") with a weighted-average fair value of $27.94 per share; and • 20,304 of restricted stock awards (“RSAs”) with a weighted-average fair value of $30.05 per share. As of September 30, 2022, the Company has unrecognized stock-based compensation expense related to non-vested RSUs of $17.4 million, which will be recognized over a weighted-average period of 1.1 years, and non-vested PRSUs of $9.3 million, which will be recognized over a weighted-average period of 1.5 years. |
Derivatives
Derivatives | 9 Months Ended |
Sep. 30, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivatives | 13. Derivatives Foreign currency derivatives The Company uses forward currency contracts to hedge earnings from the effects of foreign exchange rates relating to certain of the Company’s intercompany and third-party receivables and payables denominated in foreign currencies. These derivative instruments are not formally designated as cash flow hedges by the Company and the terms of these instruments range from one Interest rate swap contracts The objective of the Company’s designated interest rate swap contracts is to offset the variability of cash flows in LIBOR indexed debt interest payments attributable to changes in the benchmark interest rate related to the Term B-6 Loan and a portion of debt outstanding under the North American ABL Facility. On June 4, 2021, the Company executed two interest rate swap contracts, both effective June 30, 2023, to replace existing interest rate swap contracts with maturities occurring between June 2023 and June 2024. These interest rate swap contracts contain an initial aggregate notional value of $250.0 million from June 2023 to June 2024 that increases to an aggregate notional value of $500.0 million from June 2024 to May 2028. The Company also uses undesignated interest rate swap contracts to manage interest rate variability. Cross currency swap contracts Cross currency swap contracts are used to effectively convert the Term B-5 Loan’s principal amount of floating rate US dollar-denominated debt, including interest payments, to fixed-rate Euro-denominated debt. The cross currency swap contracts mature in November 2024 and approximately 95% of the contracts are designated as a cash flow hedge. The Company also uses undesignated cross currency swap contracts to manage interest rate variability and mitigate foreign exchange exposure. Notional amounts and fair value of derivative instruments The following table presents the notional amounts of the Company’s outstanding derivative instruments by type: (in millions) September 30, 2022 December 31, 2021 Designated Derivatives: Interest rate swap contracts $ 650.0 $ 650.0 Cross currency swap contracts 381.0 381.0 Undesignated Derivatives: Interest rate swap contracts $ 100.0 $ 100.0 Foreign currency derivatives 195.2 179.0 Cross currency swap contracts 19.0 19.0 The following table presents the pre-tax gains (losses) recognized in accumulated other comprehensive loss related to designated derivative instruments: Amount of gain (loss) recognized in accumulated other comprehensive loss Three months ended September 30, Nine months ended September 30, (in millions) 2022 2021 2022 2021 Derivatives in cash flow hedging relationships: Interest rate swap contracts $ 26.3 $ 0.3 $ 71.9 $ (0.7) Cross currency swap contracts 43.7 10.1 101.7 24.7 The following are the pre-tax effects of designated derivative instruments on the condensed consolidated statements of operations: Statement of Operations Classification Amount of gain (loss) reclassified from accumulated other comprehensive loss into income Amount of gain to be reclassified to consolidated statement of operations within the next 12 months Three months ended September 30, Nine months ended September 30, (in millions) 2022 2021 2022 2021 Derivatives in cash flow hedging relationships: Interest rate swap contracts Interest expense $ 0.7 $ (4.4) $ (3.2) $ (13.5) $ 16.2 Cross currency swap contracts Interest expense 2.8 0.3 4.5 0.9 18.0 Cross currency swap contracts Other income, net 26.0 9.0 56.9 20.3 — Refer to “Note 6: Supplemental financial information” for the gains and losses related to derivatives not designated as hedging instruments. The following table presents the Company’s gross assets and liabilities measured on a recurring basis and classified as Level 2 within the fair value hierarchy: Derivative Assets Derivative Liabilities (in millions) Balance Sheet Classification September 30, 2022 December 31, 2021 Balance Sheet Classification September 30, 2022 December 31, 2021 Designated Derivatives: Cross currency swap contracts Prepaid expenses and other current assets $ 18.0 $ 2.8 Other accrued expenses $ — $ — Cross currency swap contracts Other assets 63.3 — Other long-term liabilities — 12.7 Interest rate swap contracts Prepaid expenses and other current assets 16.2 — Other accrued expenses — 8.1 Interest rate swap contracts Other assets 43.0 — Other long-term liabilities — 7.8 Total designated derivatives $ 140.5 $ 2.8 $ — $ 28.6 Undesignated Derivatives: Foreign currency contracts Prepaid expenses and other current assets $ — $ 1.8 Other accrued expenses $ 2.4 $ 0.8 Cross currency swap contracts Prepaid expenses and other current assets 0.9 0.1 Other accrued expenses — — Cross currency swap contracts Other assets 3.2 — Other long-term liabilities — 0.6 Interest rate swap contracts Prepaid expenses and other current assets 2.2 — Other accrued expenses — 1.7 Interest rate swap contracts Other assets 1.0 — Other long-term liabilities — 1.1 Total undesignated derivatives $ 7.3 $ 1.9 $ 2.4 $ 4.2 Total derivatives $ 147.8 $ 4.7 $ 2.4 $ 32.8 The fair value of forward currency contracts is calculated by reference to current forward exchange rates for contracts with similar maturity profiles. The fair value of swaps is determined by estimating the net present value of amounts to be paid under the agreement offset by the net present value of the expected cash inflows based on market rates and associated yield curves. Based on these valuation methodologies, these derivative contracts are classified as Level 2 in the fair value hierarchy. |
Commitments and contingencies
Commitments and contingencies | 9 Months Ended |
Sep. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and contingencies | 14. Commitments and contingencies Litigation In the ordinary course of business, the Company is subject to pending or threatened claims, lawsuits, regulatory matters and administrative proceedings from time to time. Where appropriate the Company has recorded provisions in the consolidated financial statements for these matters. The liabilities for injuries to persons or property are in some instances covered by liability insurance, subject to various deductibles and self-insured retentions. The Company is not aware of any claims, lawsuits, regulatory matters or administrative proceedings, pending or threatened, that are likely to have a material effect on its overall financial position, results of operations, or cash flows. However, the Company cannot predict the outcome of any present or future claims or litigation or the potential for future claims or litigation and adverse developments could negatively impact earnings or cash flows in a particular future period. Asbestos Claims The Company is subject to liabilities from claims alleging personal injury from exposure to asbestos. The claims result primarily from an indemnification obligation related to Univar Solutions USA Inc.’s (“Univar”) 1986 purchase of McKesson Chemical Company from McKesson Corporation (“McKesson”). Once certain conditions have been met, Univar will have the ability to pursue insurance coverage, if any, that may be available under McKesson's historical insurance coverage to offset the impact of any fees, settlements, or judgments that Univar is obligated to pay because of its obligation to defend and indemnify McKesson. As of September 30, 2022, there were approximately 218 asbestos-related cases for which Univar has the obligation to defend and indemnify; however, this number tends to fluctuate up and down over time. Historically, the vast majority of these asbestos cases have been dismissed without payment or with a nominal payment. While the Company is unable to predict the outcome of these matters, it does not believe, based upon currently available facts, that the ultimate resolution of any of these matters will have a material effect on its overall financial position, results of operations, or cash flows. Unclaimed Property Audit The Company and its subsidiaries were the subject of an unclaimed property audit request issued by the State of Delaware in 2015. On June 29, 2022, the State of Delaware notified the Company that it was closing its examination with a $0 finding. On September 13, 2022, the parties executed a confidential settlement agreement and release. Canada Revenue Agency In October 2022, the Company received notice from the Canada Revenue Agency ("CRA") proposing that certain historical financing transactions between one of the Company's Canadian subsidiaries (Univar Canada Ltd.) and one of the Company's US subsidiaries (Univar Holdco Canada LLC) should be recharacterized as equity and not debt for the 2015 and 2016 tax years. The CRA has proposed that certain deductions claimed by the Canadian entity should be denied, resulting in additional tax due, as well as penalties and interest on the unpaid tax. The proposed assessment against the Company, inclusive of interest and penalties of Canadian Dollar ("C$") 21.4 million, totals C$50.4 million. It is possible that the CRA might take a similar position in relation to two additional tax years (2017 and 2018), but the Company has not received a proposal in relation to those years. The transactions that are being challenged by the CRA for 2015 and 2016 do not apply in periods after 2018. The Company believes that the tax position previously taken was proper and it will defend itself as appropriate. The Company has not recorded any liabilities in its consolidated financial statements for this matter, as it believes it is more likely than not that the Company's position will be sustained. Environmental The Company is subject to various federal, state and local environmental laws and regulations that require environmental assessment or remediation efforts (collectively “environmental remediation work”) and from time to time the Company becomes aware of compliance matters regarding possible or alleged violations of these laws or regulations. For example, over the years, the Company has been identified as a “potentially responsible party” (“PRP”) under the Comprehensive Environmental Response, Compensation and Liability Act and/or similar state laws that impose liability for costs relating to environmental remediation work at various sites. As a PRP, the Company may be required to pay a share of the costs of investigation and cleanup of certain sites. The Company is currently engaged in environmental remediation work at approximately 125 locations, some that are now or were previously Company-owned/occupied and some that were never Company-owned/occupied (“non-owned sites”). The Company’s environmental remediation work at some sites is being conducted pursuant to governmental proceedings or investigations. At other sites, the Company, with appropriate state or federal agency oversight and approval, is conducting the environmental remediation work voluntarily. The Company is currently undergoing remediation efforts or is in the process of active review of the need for potential remediation efforts at approximately 104 current or formerly Company-owned/occupied sites. In addition, the Company may be liable as a PRP for a share of the clean-up of approximately 21 non-owned sites. These non-owned sites are typically (a) locations of independent waste disposal or recycling operations with alleged or confirmed contaminated soil and/or groundwater to which the Company may have shipped waste products or drums for re-conditioning, or (b) contaminated non-owned sites near historical sites owned or operated by the Company or its predecessors from which contamination is alleged to have arisen. In determining the appropriate level of environmental reserves, the Company considers several factors such as information obtained from investigatory studies; the scope of remediation (including any changes over time); the interpretation, application and enforcement of laws and regulations; changes in the costs of remediation programs; the development of alternative cleanup technologies and methods; and the relative level of the Company’s involvement at various sites for which the Company is allegedly associated. The level of annual expenditures for remedial, monitoring and investigatory activities will change in the future as major components of planned remediation activities are completed and the scope, timing and costs of existing activities are changed. Project lives, and therefore cash flows, range from 2 to 30 years, depending on the specific site and type of remediation project. Although the Company believes that its reserves are adequate for environmental contingencies, it is possible, due to the uncertainties noted above, that additional reserves could be required in the future that could have a material effect on the overall financial position, results of operations, or cash flows in a particular period. Changes in total environmental liabilities were as follows: (in millions) Environmental liabilities as of December 31, 2021 $ 88.1 Revised obligation estimates 13.7 Environmental payments (16.9) Foreign exchange (0.8) Environmental liabilities as of September 30, 2022 $ 84.1 (in millions) Balance Sheet Classification September 30, 2022 December 31, 2021 Current environmental liabilities Other accrued expenses $ 31.6 $ 39.3 Long-term environmental liabilities Other long-term liabilities 52.5 48.8 |
Leasing
Leasing | 9 Months Ended |
Sep. 30, 2022 | |
Leases [Abstract] | |
Leasing | 15. Leasing The Company leases certain warehouses and distribution centers, office space, transportation equipment and other machinery and equipment. (in millions) Balance Sheet Classification September 30, 2022 December 31, 2021 Assets Operating lease assets Other assets $ 161.3 $ 164.3 Finance lease assets Property, plant and equipment, net (1) 103.1 102.1 Total lease assets $ 264.4 $ 266.4 Liabilities Current liabilities: Current portion of operating lease liabilities Other accrued expenses $ 42.2 $ 45.7 Current portion of finance lease liabilities Current portion of long-term debt 24.5 27.5 Noncurrent liabilities: Operating lease liabilities Other long-term liabilities 125.0 125.5 Finance lease liabilities Long-term debt 76.0 74.4 Total lease liabilities $ 267.7 $ 273.1 (1) Finance lease right-of-use assets are recorded net of accumulated depreciation of $72.4 million and $75.8 million as of September 30, 2022 and December 31, 2021, respectively. Lease cost (in millions) Three months ended September 30, 2022 Three months ended September 30, 2021 Statement of Operations Classification Operating Leases Finance Leases Total Operating Leases Finance Leases Total Cost of goods sold (exclusive of depreciation) $ 5.8 $ — $ 5.8 $ 6.1 $ — $ 6.1 Outbound freight and handling 1.6 — 1.6 1.2 — 1.2 Warehousing, selling and administrative 6.7 — 6.7 6.8 — 6.8 Depreciation — 6.7 6.7 — 6.3 6.3 Interest expense — 0.9 0.9 — 0.9 0.9 Total gross lease component costs $ 14.1 $ 7.6 21.7 $ 14.1 $ 7.2 21.3 Variable lease costs 0.3 0.4 Short-term lease costs 1.8 2.0 Total gross lease costs 23.8 23.7 Less: sublease income 0.2 0.5 Total net lease costs $ 23.6 $ 23.2 (in millions) Nine months ended September 30, 2022 Nine months ended September 30, 2021 Statement of Operations Classification Operating Leases Finance Leases Total Operating Leases Finance Leases Total Cost of goods sold (exclusive of depreciation) $ 17.0 $ — $ 17.0 $ 17.2 $ — $ 17.2 Outbound freight and handling 4.9 — 4.9 5.0 — 5.0 Warehousing, selling and administrative 20.2 — 20.2 21.4 — 21.4 Depreciation — 20.3 20.3 — 19.7 19.7 Interest expense — 2.7 2.7 — 2.8 2.8 Total gross lease component costs $ 42.1 $ 23.0 65.1 $ 43.6 $ 22.5 66.1 Variable lease costs 1.0 1.3 Short-term lease costs 5.6 5.3 Total gross lease costs 71.7 72.7 Less: sublease income 0.6 1.6 Total net lease costs $ 71.1 $ 71.1 Maturity of lease liabilities (in millions) Operating Leases Finance Leases Total Remainder of 2022 $ 14.1 $ 7.7 $ 21.8 2023 43.6 26.2 69.8 2024 29.9 22.9 52.8 2025 21.2 21.0 42.2 2026 17.7 18.1 35.8 2027 and after 73.3 13.9 87.2 Total lease payments 199.8 109.8 309.6 Less: interest 32.6 9.3 41.9 Present value of lease liabilities $ 167.2 $ 100.5 $ 267.7 Lease term and discount rate September 30, 2022 December 31, 2021 Weighted-average remaining lease term (years) Operating leases 7.6 6.7 Finance leases 6.3 6.5 Weighted-average discount rate Operating leases 4.01 % 3.99 % Finance leases 3.98 % 3.59 % Other information Nine months ended September 30, (in millions) 2022 2021 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ 43.3 $ 42.1 Operating cash flows from finance leases 2.7 2.7 Financing cash flows from finance leases 22.6 20.4 |
Leasing | 15. Leasing The Company leases certain warehouses and distribution centers, office space, transportation equipment and other machinery and equipment. (in millions) Balance Sheet Classification September 30, 2022 December 31, 2021 Assets Operating lease assets Other assets $ 161.3 $ 164.3 Finance lease assets Property, plant and equipment, net (1) 103.1 102.1 Total lease assets $ 264.4 $ 266.4 Liabilities Current liabilities: Current portion of operating lease liabilities Other accrued expenses $ 42.2 $ 45.7 Current portion of finance lease liabilities Current portion of long-term debt 24.5 27.5 Noncurrent liabilities: Operating lease liabilities Other long-term liabilities 125.0 125.5 Finance lease liabilities Long-term debt 76.0 74.4 Total lease liabilities $ 267.7 $ 273.1 (1) Finance lease right-of-use assets are recorded net of accumulated depreciation of $72.4 million and $75.8 million as of September 30, 2022 and December 31, 2021, respectively. Lease cost (in millions) Three months ended September 30, 2022 Three months ended September 30, 2021 Statement of Operations Classification Operating Leases Finance Leases Total Operating Leases Finance Leases Total Cost of goods sold (exclusive of depreciation) $ 5.8 $ — $ 5.8 $ 6.1 $ — $ 6.1 Outbound freight and handling 1.6 — 1.6 1.2 — 1.2 Warehousing, selling and administrative 6.7 — 6.7 6.8 — 6.8 Depreciation — 6.7 6.7 — 6.3 6.3 Interest expense — 0.9 0.9 — 0.9 0.9 Total gross lease component costs $ 14.1 $ 7.6 21.7 $ 14.1 $ 7.2 21.3 Variable lease costs 0.3 0.4 Short-term lease costs 1.8 2.0 Total gross lease costs 23.8 23.7 Less: sublease income 0.2 0.5 Total net lease costs $ 23.6 $ 23.2 (in millions) Nine months ended September 30, 2022 Nine months ended September 30, 2021 Statement of Operations Classification Operating Leases Finance Leases Total Operating Leases Finance Leases Total Cost of goods sold (exclusive of depreciation) $ 17.0 $ — $ 17.0 $ 17.2 $ — $ 17.2 Outbound freight and handling 4.9 — 4.9 5.0 — 5.0 Warehousing, selling and administrative 20.2 — 20.2 21.4 — 21.4 Depreciation — 20.3 20.3 — 19.7 19.7 Interest expense — 2.7 2.7 — 2.8 2.8 Total gross lease component costs $ 42.1 $ 23.0 65.1 $ 43.6 $ 22.5 66.1 Variable lease costs 1.0 1.3 Short-term lease costs 5.6 5.3 Total gross lease costs 71.7 72.7 Less: sublease income 0.6 1.6 Total net lease costs $ 71.1 $ 71.1 Maturity of lease liabilities (in millions) Operating Leases Finance Leases Total Remainder of 2022 $ 14.1 $ 7.7 $ 21.8 2023 43.6 26.2 69.8 2024 29.9 22.9 52.8 2025 21.2 21.0 42.2 2026 17.7 18.1 35.8 2027 and after 73.3 13.9 87.2 Total lease payments 199.8 109.8 309.6 Less: interest 32.6 9.3 41.9 Present value of lease liabilities $ 167.2 $ 100.5 $ 267.7 Lease term and discount rate September 30, 2022 December 31, 2021 Weighted-average remaining lease term (years) Operating leases 7.6 6.7 Finance leases 6.3 6.5 Weighted-average discount rate Operating leases 4.01 % 3.99 % Finance leases 3.98 % 3.59 % Other information Nine months ended September 30, (in millions) 2022 2021 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ 43.3 $ 42.1 Operating cash flows from finance leases 2.7 2.7 Financing cash flows from finance leases 22.6 20.4 |
Segments
Segments | 9 Months Ended |
Sep. 30, 2022 | |
Segment Reporting [Abstract] | |
Segments | 16. Segments The Company’s operations are structured into four reportable segments that represent the geographic areas under which it operates and manages the business. Management, including the Chief Operating Decision Maker, monitors the operating results of its reportable segments separately for the purpose of making decisions about resource allocation and performance assessment. Management evaluates performance of its reportable segments on the basis of Adjusted EBITDA. Adjusted EBITDA is defined as the sum of consolidated net income; depreciation; amortization; net interest expense; income tax expense; impairment charges; gain on sale of business; other operating expenses, net and other income, net (for both, see “Note 6: Supplemental financial information”). Transfer prices between reportable segments are set on an arms-length basis in a similar manner to transactions with third parties. Corporate operating expenses that directly benefit segments have been allocated to the reportable segments. Allocable operating expenses are identified through a review process by management. The allocable operating expenses are assigned to the reportable segments on a basis that reasonably approximates the use of services, which is generally measured based on a weighted distribution of margin, asset, headcount or time spent. Financial information for the Company’s reportable segments was as follows: (in millions) USA EMEA Canada LATAM Other/ Eliminations (1) Consolidated Net Sales Three months ended September 30, 2022 External customers $ 2,021.2 $ 486.5 $ 273.9 $ 201.9 $ — $ 2,983.5 Inter-segment 28.2 4.8 3.2 0.1 (36.3) — Net Sales $ 2,049.4 $ 491.3 $ 277.1 $ 202.0 $ (36.3) $ 2,983.5 Three months ended September 30, 2021 External customers $ 1,616.8 $ 480.3 $ 223.3 $ 167.5 $ — $ 2,487.9 Inter-segment 28.9 0.9 0.6 0.7 (31.1) — Net Sales $ 1,645.7 $ 481.2 $ 223.9 $ 168.2 $ (31.1) $ 2,487.9 Nine months ended September 30, 2022 External customers $ 5,834.6 $ 1,595.9 $ 865.5 $ 586.7 $ — $ 8,882.7 Inter-segment 100.5 8.5 7.5 0.2 (116.7) — Net Sales $ 5,935.1 $ 1,604.4 $ 873.0 $ 586.9 $ (116.7) $ 8,882.7 Nine months ended September 30, 2021 External customers $ 4,410.0 $ 1,490.2 $ 684.6 $ 452.6 $ — $ 7,037.4 Inter-segment 65.8 3.6 2.6 0.7 (72.7) — Net Sales $ 4,475.8 $ 1,493.8 $ 687.2 $ 453.3 $ (72.7) $ 7,037.4 (1) Other/Eliminations represents the elimination of intersegment transactions. Three months ended September 30, Nine months ended September 30, (in millions) 2022 2021 2022 2021 Adjusted EBITDA USA $ 182.5 $ 140.2 $ 590.3 $ 367.6 EMEA 35.0 34.4 149.2 132.8 Canada 27.9 24.0 96.6 75.3 LATAM 17.3 15.7 49.7 44.6 Other/Eliminations (1) (3.1) (3.4) (15.3) (29.7) Consolidated $ 259.6 $ 210.9 $ 870.5 $ 590.6 (1) Other/Eliminations represents unallocated corporate costs consisting of items specifically related to parent company operations that do not directly benefit segments, either individually or collectively. The following is a reconciliation of net income to Adjusted EBITDA for the three and nine months ended September 30, 2022 and 2021: Three months ended September 30, Nine months ended September 30, (in millions) 2022 2021 2022 2021 Net income $ 130.0 $ 84.4 $ 473.7 $ 303.8 Depreciation 32.8 36.7 97.9 117.8 Amortization 12.0 12.4 35.8 38.7 Interest expense, net 26.8 22.2 71.2 74.5 Income tax expense 52.6 37.7 175.9 82.3 EBITDA 254.2 193.4 854.5 617.1 Other operating expenses, net 5.7 17.7 26.7 91.8 Other income, net (0.6) (1.1) (11.0) (33.1) Impairment charges 0.3 0.9 0.3 3.0 Gain on sale of business — — — (88.2) Adjusted EBITDA $ 259.6 $ 210.9 $ 870.5 $ 590.6 |
Subsequent events
Subsequent events | 9 Months Ended |
Sep. 30, 2022 | |
Subsequent Events [Abstract] | |
Subsequent events | 17. Subsequent events Second Amended and Restated ABL Credit Agreement (“New Senior ABL Facility”) On October 27, 2022, the Company and certain of its U.S., Canadian and European subsidiaries entered into the New Senior ABL Facility pursuant to which Bank of America, N.A. and the other lenders party thereto agreed to provide for a five year senior secured ABL credit facility in an aggregate principal amount of $1.6 billion and a five year senior secured term loan facility in an aggregate principal amount of $200 million. The New Senior ABL Facility amends and restates in full the amended and restated ABL facility entered into by the Company on February 28, 2019. The maximum amount available to be borrowed under the New Senior ABL Facility will be determined by a borrowing base consisting of eligible inventory, eligible accounts receivable and cash of the Company and certain of its subsidiaries. The New Senior ABL Facility is secured by (i) a first priority lien on the loan parties' accounts receivable, inventory and cash and (ii) a second priority lien on (A) substantially all other assets of the U.S. loan parties and (B) other assets of certain European loan parties in each case subject to various limitations and exceptions. In connection with the entry into the New Senior ABL Facility, the Company terminated its existing European ABL Credit Agreement and the €200 million Euro ABL Facility thereunder. Share repurchase program On November 1, 2022, the Company announced that its Board of Directors had approved an increase in the amount of authorized purchases under its existing share repurchase program by $1 billion. As part of the share repurchase program, the Company also entered into an accelerated share repurchase agreement (“ASR”) with Goldman Sachs & Co. LLC (“Goldman”) on November 1, 2022 to repurchase $200 million of its common stock. Goldman is expected to make an initial delivery of approximately 5.8 million shares of the Company's common stock on November 3, 2022, which represents 75% of the notional value of the ASR divided by the closing price of the Company's common stock on November 1, 2022. At settlement of the ASR, Goldman may be required to deliver additional shares of the Company's common stock to the Company or, under certain circumstances, the Company may be required to deliver shares of its common stock or may elect to make a cash payment to Goldman. The final number of shares to be repurchased under the ASR will be based on the daily volume-weighted average prices for Rule 10b-18 eligible transactions in the Company's common stock during the term of the ASR, less a discount and subject to adjustment pursuant to the terms of the ASR. The final settlement of the ASR is expected to occur prior to the end of the first quarter of 2023 and may be accelerated at the option of Goldman. |
Basis of presentation (Policies
Basis of presentation (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Financial statement presentation | Financial statement presentation The unaudited interim condensed consolidated financial statements of Univar Solutions Inc. (the “Company,” “we,” “our” and “us”) have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim reporting. Accordingly, certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles (“US GAAP”) have been condensed or omitted. These unaudited interim condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2021. In the opinion of management, the unaudited interim condensed consolidated financial statements include all normal and recurring adjustments necessary for a fair presentation of the Company’s financial position, results of operations and cash flows for the periods presented. The results of operations for the interim periods presented are not necessarily indicative of the results of operations to be expected for the full year. |
Reclassification | Proceeds and repayments under the revolving credit facilities for 2021, previously reported net in our interim condensed consolidated statements of cash flows, are now presented separately to conform to the current period presentation. Additionally, certain other immaterial amounts in the prior period interim condensed consolidated financial statements and notes have been reclassified to conform to the current period presentation. |
Accounting pronouncements issued and not yet adopted | Accounting pronouncements issued and not yet adopted In October 2021, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update ("ASU") 2021-08 “Business Combinations” (Topic 805) – “Accounting for Contract Assets and Contract Liabilities from Contracts with Customers.” This ASU requires an entity to recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with Topic 606 (Revenue from Contracts with Customers). The standard is effective for public business entities for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The Company plans to adopt this guidance on a prospective basis effective January 1, 2023, which is not expected to have a material impact on the consolidated financial statements. In November 2021, the FASB issued ASU 2021-10 “Government Assistance” (Topic 832) – “Disclosures by Business Entities about Government Assistance” to increase the transparency of disclosures for government assistance and grants. The ASU requires annual disclosures pertaining to the types of received government assistance, accounting for the transactions and the related impacts on the reported financial results. The standard is effective for annual periods beginning after December 15, 2021. The Company plans to adopt this guidance on a prospective basis in the fourth quarter of 2022, which is not expected to have an impact on the consolidated financial statements and disclosures as the Company has not received significant governmental assistance. In September 2022, the FASB issued ASU 2022-04 “Liabilities – Supplier Finance Programs” (Subtopic 405-50) – “Disclosure of Supplier Finance Program Obligations” to enhance the transparency of disclosures regarding supplier finance programs. The ASU requires a buyer in a supplier finance program to disclose information about the program’s nature, activity during the period, changes from period to period and potential magnitude. The standard is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years, except for the disclosure of rollforward information, which is effective for fiscal years beginning after December 15, 2023. Retrospective application of the guidance is required for all disclosures except rollforward information, which requires prospective application. The Company has not yet determined the impact of the standard on its disclosures. |
Business combinations (Tables)
Business combinations (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Preliminary purchase price allocation | The final purchase price allocation and measurement period adjustments are shown below: (in millions) Initial Purchase Price Allocation Measurement Period Adjustments Final Purchase Price Allocation Cash and cash equivalents $ 1.2 $ — $ 1.2 Trade accounts receivable, net 15.6 — 15.6 Inventories 8.5 — 8.5 Prepaid expenses and other current assets 2.6 — 2.6 Goodwill 33.8 (0.8) 33.0 Intangible assets, net 13.3 1.7 15.0 Trade accounts payable (16.6) — (16.6) Deferred tax liabilities (4.5) (0.8) (5.3) Other assets and liabilities, net (1.0) — (1.0) Purchase consideration 52.9 0.1 53.0 Less: Cash and cash equivalents (1.2) — (1.2) Purchase consideration, net of cash $ 51.7 $ 0.1 $ 51.8 |
Goodwill and intangibles, net (
Goodwill and intangibles, net (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of goodwill | The following is a summary of the activity in goodwill by segment: (in millions) USA EMEA Canada LATAM Total Balance as of December 31, 2021 $ 1,812.6 $ 7.4 $ 431.4 $ 59.0 $ 2,310.4 Acquisitions — 5.6 — — 5.6 Purchase price adjustments — — — (0.8) (0.8) Foreign currency translation — (1.5) (37.2) 0.9 (37.8) Balance as of September 30, 2022 $ 1,812.6 $ 11.5 $ 394.2 $ 59.1 $ 2,277.4 |
Schedule of intangible assets, net | Intangible assets, net September 30, 2022 December 31, 2021 (in millions) Gross Accumulated Amortization Net Gross Accumulated Amortization Net Customer relationships $ 919.9 $ (745.8) $ 174.1 $ 940.1 $ (732.8) $ 207.3 Other 165.2 (162.3) 2.9 168.9 (164.5) 4.4 Total intangible assets $ 1,085.1 $ (908.1) $ 177.0 $ 1,109.0 $ (897.3) $ 211.7 |
Schedule of finite-lived intangible assets, future amortization expense | The estimated annual amortization expense in each of the next five years is as follows: (in millions) 2022 $ 47.5 2023 42.1 2024 32.2 2025 28.9 2026 24.1 |
Revenue (Tables)
Revenue (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of disaggregation of revenue | The following tables disaggregate external customer net sales by major stream: Three months ended September 30, Nine months ended September 30, (in millions) 2022 2021 2022 2021 USA Chemical distribution $ 1,945.2 $ 1,548.5 $ 5,622.5 $ 4,199.4 Services 76.0 68.3 212.1 210.6 Total external customer net sales $ 2,021.2 $ 1,616.8 $ 5,834.6 $ 4,410.0 EMEA Chemical distribution $ 486.5 $ 480.2 $ 1,595.8 $ 1,489.9 Services — 0.1 0.1 0.3 Total external customer net sales $ 486.5 $ 480.3 $ 1,595.9 $ 1,490.2 Canada Chemical distribution $ 273.9 $ 222.1 $ 865.5 $ 674.7 Services — 1.2 — 9.9 Total external customer net sales $ 273.9 $ 223.3 $ 865.5 $ 684.6 LATAM Chemical distribution $ 196.1 $ 163.4 $ 573.6 $ 444.2 Services 5.8 4.1 13.1 8.4 Total external customer net sales $ 201.9 $ 167.5 $ 586.7 $ 452.6 Consolidated Chemical distribution $ 2,901.7 $ 2,414.2 $ 8,657.4 $ 6,808.2 Services 81.8 73.7 225.3 229.2 Total external customer net sales $ 2,983.5 $ 2,487.9 $ 8,882.7 $ 7,037.4 |
Supplemental financial inform_2
Supplemental financial information (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Other Income and Expenses [Abstract] | |
Schedule of other operating expenses | Other operating expenses, net consisted of the following: Three months ended September 30, Nine months ended September 30, (in millions) 2022 2021 2022 2021 Acquisition and integration related expenses $ 1.5 $ 12.0 $ 1.5 $ 44.8 Stock-based compensation expense 5.2 6.8 26.9 16.0 Employee severance costs — 1.8 — 6.7 Multi-employer pension plan exit liability — — — 31.2 Gain on sale of property, plant and equipment (0.1) (3.2) (2.3) (6.3) Other (0.9) 0.3 0.6 (0.6) Total other operating expenses, net $ 5.7 $ 17.7 $ 26.7 $ 91.8 |
Schedule of other income (expense), net | Other income, net consisted of the following: Three months ended September 30, Nine months ended September 30, (in millions) 2022 2021 2022 2021 Foreign currency loss, net $ (2.4) $ (1.4) $ (6.3) $ (6.8) Undesignated foreign currency derivative instruments (2.8) (1.0) (0.9) (2.8) Undesignated interest rate swap contracts 1.5 (0.1) 5.2 0.2 Undesignated cross currency swap contracts 2.2 0.5 5.1 1.2 Non-operating retirement benefits 2.7 3.8 8.2 14.5 Debt refinancing costs — (0.1) — (7.0) Fair value adjustment for warrants — — — 33.8 Other (0.6) (0.6) (0.3) — Total other income, net $ 0.6 $ 1.1 $ 11.0 $ 33.1 |
Schedule of allowance for doubtful accounts | The change in the allowance for doubtful accounts was as follows: (in millions) Balance as of December 31, 2021 $ 15.8 Provision for credit losses 3.6 Write-offs (6.8) Foreign exchange (0.6) Balance as of September 30, 2022 $ 12.0 |
Summary of property, plant and equipment, net | Property, plant and equipment, net (in millions) September 30, 2022 December 31, 2021 Property, plant and equipment, at cost $ 2,252.7 $ 2,238.8 Less: accumulated depreciation (1,236.4) (1,207.8) Property, plant and equipment, net $ 1,016.3 $ 1,031.0 |
Employee benefit plans (Tables)
Employee benefit plans (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Postemployment Benefits [Abstract] | |
Summary of net periodic benefit income | The following table summarizes the components of net periodic benefit (income) cost recognized in the condensed consolidated statements of operations related to defined benefit plans: Domestic Foreign Three months ended September 30, Nine months ended September 30, Three months ended September 30, Nine months ended September 30, (in millions) 2022 2021 2022 2021 2022 2021 2022 2021 Service cost (1) $ — $ — $ — $ — $ 0.3 $ 0.4 $ 1.0 $ 1.3 Interest cost (2) 5.2 4.9 15.5 14.5 2.7 2.5 8.3 7.5 Expected return on plan assets (2) (7.6) (7.3) (22.8) (21.9) (2.8) (3.8) (8.6) (11.4) Prior service credit (2) — — — — (0.2) (0.1) (0.6) (3.2) Net periodic benefit (income) cost $ (2.4) $ (2.4) $ (7.3) $ (7.4) $ — $ (1.0) $ 0.1 $ (5.8) (1) Service cost is included in warehousing, selling and administrative expenses. (2) These amounts are included in other income, net and represent non-operating retirement benefits. |
Income taxes (Tables)
Income taxes (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of effective income tax expense and effective income tax rate | The income tax expense and effective income tax rate for the three and nine months ended September 30, 2022 and 2021 were as follows: Three months ended September 30, Nine months ended September 30, (in millions) 2022 2021 2022 2021 Income tax expense $ 52.6 $ 37.7 $ 175.9 $ 82.3 Effective income tax rate 28.8 % 30.9 % 27.1 % 21.3 % |
Earnings per share (Tables)
Earnings per share (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Earnings Per Share [Abstract] | |
Summary of computations of basic and diluted earnings per share | The following table presents the basic and diluted earnings per share computations: Three months ended September 30, Nine months ended September 30, (in millions, except per share data) 2022 2021 2022 2021 Net income $ 130.0 $ 84.4 $ 473.7 $ 303.8 Weighted average common shares outstanding Basic 165.9 170.9 167.9 170.1 Effect of dilutive securities: stock compensation plans 1.3 1.0 1.6 0.8 Diluted 167.2 171.9 169.5 170.9 Income per common share Basic $ 0.78 $ 0.49 $ 2.82 $ 1.79 Diluted $ 0.78 $ 0.49 $ 2.79 $ 1.78 The common shares that were not included in the computation of diluted earnings per share because their inclusion would be anti-dilutive were as follows: Three months ended September 30, Nine months ended September 30, (in millions) 2022 2021 2022 2021 Stock options 1.1 1.9 0.6 2.3 |
Accumulated other comprehensi_2
Accumulated other comprehensive income (loss) (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Equity [Abstract] | |
Changes in accumulated other comprehensive loss by component, net of tax | The following tables present the changes in accumulated other comprehensive income (loss) by component, net of tax: (in millions) Cash flow hedges Defined benefit pension Currency translation Total AOCI Balance as of June 30, 2022 $ 44.9 $ 16.4 $ (406.7) $ (345.4) Other comprehensive income (loss) before reclassifications 52.1 — (79.9) (27.8) Amounts reclassified from accumulated other comprehensive loss (22.0) (0.2) — (22.2) Net current period other comprehensive income (loss) 30.1 (0.2) (79.9) (50.0) Balance as of September 30, 2022 $ 75.0 $ 16.2 $ (486.6) $ (395.4) Balance as of June 30, 2021 $ (24.6) $ 16.6 $ (334.7) $ (342.7) Other comprehensive income (loss) before reclassifications 7.2 — (29.2) (22.0) Amounts reclassified from accumulated other comprehensive loss (3.5) (0.1) — (3.6) Net current period other comprehensive income (loss) 3.7 (0.1) (29.2) (25.6) Balance as of September 30, 2021 $ (20.9) $ 16.5 $ (363.9) $ (368.3) Balance as of December 31, 2021 $ (10.8) $ 16.7 $ (368.6) $ (362.7) Other comprehensive income (loss) before reclassifications 129.1 — (118.0) 11.1 Amounts reclassified from accumulated other comprehensive loss (43.3) (0.5) — (43.8) Net current period other comprehensive income (loss) 85.8 (0.5) (118.0) (32.7) Balance as of September 30, 2022 $ 75.0 $ 16.2 $ (486.6) $ (395.4) Balance as of December 31, 2020 $ (32.7) $ 19.2 $ (373.6) $ (387.1) Other comprehensive income (loss) before reclassifications 17.4 — (8.4) 9.0 Amounts reclassified from accumulated other comprehensive loss (5.6) (2.7) — (8.3) Amounts reclassified related to dispositions — — 18.1 18.1 Net current period other comprehensive income (loss) 11.8 (2.7) 9.7 18.8 Balance as of September 30, 2021 $ (20.9) $ 16.5 $ (363.9) $ (368.3) |
Summary of amounts reclassified from accumulated other comprehensive loss to net income | The following is a summary of the amounts reclassified from accumulated other comprehensive income (loss) to net income: Statement of Operations Classification Three months ended September 30, Nine months ended September 30, (in millions) 2022 (1) 2021 (1) 2022 (1) 2021 (1) Amortization of defined benefit pension items: Prior service credit Other income, net $ (0.2) $ (0.1) $ (0.6) $ (3.2) Tax expense Income tax expense — — 0.1 0.5 Net of tax (0.2) (0.1) (0.5) (2.7) Cash flow hedges: Interest rate swap contracts Interest expense (0.7) 4.4 3.2 13.5 Cross currency swap contracts Interest expense and other income, net (28.8) (9.3) (61.4) (21.2) Tax expense Income tax expense 7.5 1.4 14.9 2.1 Net of tax (22.0) (3.5) (43.3) (5.6) Total reclassifications for the period, net of tax $ (22.2) $ (3.6) $ (43.8) $ (8.3) (1) Amounts in parentheses represent income in the condensed consolidated statements of operations. |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of long term debt | Long-term debt consisted of the following: (in millions) September 30, 2022 December 31, 2021 Senior Term Loan Facilities: Term B-5 Loan due 2026, variable interest rate of 5.12% and 2.10% at September 30, 2022 and December 31, 2021, respectively $ 389.0 $ 392.0 Term B-6 Loan due 2028, variable interest rate of 4.87% and 2.10% at September 30, 2022 and December 31, 2021, respectively 987.5 995.0 Asset Backed Loan (“ABL”) Facilities: North American ABL Facility due 2024, variable interest rate of 4.44% and 1.43% at September 30, 2022 and December 31, 2021, respectively 592.0 297.9 Senior Unsecured Notes: Senior Unsecured Notes due 2027, fixed interest rate of 5.13% at September 30, 2022 and December 31, 2021 454.0 500.0 Finance lease obligations 100.5 101.9 Total long-term debt before unamortized debt issuance costs and discount 2,523.0 2,286.8 Less: unamortized debt issuance costs and discount on debt (18.5) (21.8) Total long-term debt 2,504.5 2,265.0 Less: current maturities (38.5) (41.5) Total long-term debt, excluding current maturities $ 2,466.0 $ 2,223.5 |
Schedule of carrying values and estimated fair values of debt instruments | Other Information September 30, 2022 December 31, 2021 (in millions) Carrying amount Fair value Carrying amount Fair value Fair value of debt $ 2,504.5 $ 2,462.1 $ 2,265.0 $ 2,307.8 |
Derivatives (Tables)
Derivatives (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of notional amounts of outstanding derivative positions | The following table presents the notional amounts of the Company’s outstanding derivative instruments by type: (in millions) September 30, 2022 December 31, 2021 Designated Derivatives: Interest rate swap contracts $ 650.0 $ 650.0 Cross currency swap contracts 381.0 381.0 Undesignated Derivatives: Interest rate swap contracts $ 100.0 $ 100.0 Foreign currency derivatives 195.2 179.0 Cross currency swap contracts 19.0 19.0 |
Schedule of Cash Flow Hedges Included in Accumulated Other Comprehensive Income (Loss) | The following table presents the pre-tax gains (losses) recognized in accumulated other comprehensive loss related to designated derivative instruments: Amount of gain (loss) recognized in accumulated other comprehensive loss Three months ended September 30, Nine months ended September 30, (in millions) 2022 2021 2022 2021 Derivatives in cash flow hedging relationships: Interest rate swap contracts $ 26.3 $ 0.3 $ 71.9 $ (0.7) Cross currency swap contracts 43.7 10.1 101.7 24.7 |
Schedule of pre-tax effects of derivative instruments | The following are the pre-tax effects of designated derivative instruments on the condensed consolidated statements of operations: Statement of Operations Classification Amount of gain (loss) reclassified from accumulated other comprehensive loss into income Amount of gain to be reclassified to consolidated statement of operations within the next 12 months Three months ended September 30, Nine months ended September 30, (in millions) 2022 2021 2022 2021 Derivatives in cash flow hedging relationships: Interest rate swap contracts Interest expense $ 0.7 $ (4.4) $ (3.2) $ (13.5) $ 16.2 Cross currency swap contracts Interest expense 2.8 0.3 4.5 0.9 18.0 Cross currency swap contracts Other income, net 26.0 9.0 56.9 20.3 — |
Schedule of gross assets and liabilities measured on a recurring basis and classified as level 2 | The following table presents the Company’s gross assets and liabilities measured on a recurring basis and classified as Level 2 within the fair value hierarchy: Derivative Assets Derivative Liabilities (in millions) Balance Sheet Classification September 30, 2022 December 31, 2021 Balance Sheet Classification September 30, 2022 December 31, 2021 Designated Derivatives: Cross currency swap contracts Prepaid expenses and other current assets $ 18.0 $ 2.8 Other accrued expenses $ — $ — Cross currency swap contracts Other assets 63.3 — Other long-term liabilities — 12.7 Interest rate swap contracts Prepaid expenses and other current assets 16.2 — Other accrued expenses — 8.1 Interest rate swap contracts Other assets 43.0 — Other long-term liabilities — 7.8 Total designated derivatives $ 140.5 $ 2.8 $ — $ 28.6 Undesignated Derivatives: Foreign currency contracts Prepaid expenses and other current assets $ — $ 1.8 Other accrued expenses $ 2.4 $ 0.8 Cross currency swap contracts Prepaid expenses and other current assets 0.9 0.1 Other accrued expenses — — Cross currency swap contracts Other assets 3.2 — Other long-term liabilities — 0.6 Interest rate swap contracts Prepaid expenses and other current assets 2.2 — Other accrued expenses — 1.7 Interest rate swap contracts Other assets 1.0 — Other long-term liabilities — 1.1 Total undesignated derivatives $ 7.3 $ 1.9 $ 2.4 $ 4.2 Total derivatives $ 147.8 $ 4.7 $ 2.4 $ 32.8 |
Commitments and contingencies (
Commitments and contingencies (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Changes in total environmental liabilities | Changes in total environmental liabilities were as follows: (in millions) Environmental liabilities as of December 31, 2021 $ 88.1 Revised obligation estimates 13.7 Environmental payments (16.9) Foreign exchange (0.8) Environmental liabilities as of September 30, 2022 $ 84.1 |
Schedule of environmental liabilities | (in millions) Balance Sheet Classification September 30, 2022 December 31, 2021 Current environmental liabilities Other accrued expenses $ 31.6 $ 39.3 Long-term environmental liabilities Other long-term liabilities 52.5 48.8 |
Leasing (Tables)
Leasing (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Leases [Abstract] | |
Schedule of leases | (in millions) Balance Sheet Classification September 30, 2022 December 31, 2021 Assets Operating lease assets Other assets $ 161.3 $ 164.3 Finance lease assets Property, plant and equipment, net (1) 103.1 102.1 Total lease assets $ 264.4 $ 266.4 Liabilities Current liabilities: Current portion of operating lease liabilities Other accrued expenses $ 42.2 $ 45.7 Current portion of finance lease liabilities Current portion of long-term debt 24.5 27.5 Noncurrent liabilities: Operating lease liabilities Other long-term liabilities 125.0 125.5 Finance lease liabilities Long-term debt 76.0 74.4 Total lease liabilities $ 267.7 $ 273.1 (1) Finance lease right-of-use assets are recorded net of accumulated depreciation of $72.4 million and $75.8 million as of September 30, 2022 and December 31, 2021, respectively. |
Lease cost, term and discount rate | Lease cost (in millions) Three months ended September 30, 2022 Three months ended September 30, 2021 Statement of Operations Classification Operating Leases Finance Leases Total Operating Leases Finance Leases Total Cost of goods sold (exclusive of depreciation) $ 5.8 $ — $ 5.8 $ 6.1 $ — $ 6.1 Outbound freight and handling 1.6 — 1.6 1.2 — 1.2 Warehousing, selling and administrative 6.7 — 6.7 6.8 — 6.8 Depreciation — 6.7 6.7 — 6.3 6.3 Interest expense — 0.9 0.9 — 0.9 0.9 Total gross lease component costs $ 14.1 $ 7.6 21.7 $ 14.1 $ 7.2 21.3 Variable lease costs 0.3 0.4 Short-term lease costs 1.8 2.0 Total gross lease costs 23.8 23.7 Less: sublease income 0.2 0.5 Total net lease costs $ 23.6 $ 23.2 (in millions) Nine months ended September 30, 2022 Nine months ended September 30, 2021 Statement of Operations Classification Operating Leases Finance Leases Total Operating Leases Finance Leases Total Cost of goods sold (exclusive of depreciation) $ 17.0 $ — $ 17.0 $ 17.2 $ — $ 17.2 Outbound freight and handling 4.9 — 4.9 5.0 — 5.0 Warehousing, selling and administrative 20.2 — 20.2 21.4 — 21.4 Depreciation — 20.3 20.3 — 19.7 19.7 Interest expense — 2.7 2.7 — 2.8 2.8 Total gross lease component costs $ 42.1 $ 23.0 65.1 $ 43.6 $ 22.5 66.1 Variable lease costs 1.0 1.3 Short-term lease costs 5.6 5.3 Total gross lease costs 71.7 72.7 Less: sublease income 0.6 1.6 Total net lease costs $ 71.1 $ 71.1 Lease term and discount rate September 30, 2022 December 31, 2021 Weighted-average remaining lease term (years) Operating leases 7.6 6.7 Finance leases 6.3 6.5 Weighted-average discount rate Operating leases 4.01 % 3.99 % Finance leases 3.98 % 3.59 % Other information Nine months ended September 30, (in millions) 2022 2021 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ 43.3 $ 42.1 Operating cash flows from finance leases 2.7 2.7 Financing cash flows from finance leases 22.6 20.4 |
Operating lease maturity schedule | Maturity of lease liabilities (in millions) Operating Leases Finance Leases Total Remainder of 2022 $ 14.1 $ 7.7 $ 21.8 2023 43.6 26.2 69.8 2024 29.9 22.9 52.8 2025 21.2 21.0 42.2 2026 17.7 18.1 35.8 2027 and after 73.3 13.9 87.2 Total lease payments 199.8 109.8 309.6 Less: interest 32.6 9.3 41.9 Present value of lease liabilities $ 167.2 $ 100.5 $ 267.7 |
Finance lease maturity schedule | Maturity of lease liabilities (in millions) Operating Leases Finance Leases Total Remainder of 2022 $ 14.1 $ 7.7 $ 21.8 2023 43.6 26.2 69.8 2024 29.9 22.9 52.8 2025 21.2 21.0 42.2 2026 17.7 18.1 35.8 2027 and after 73.3 13.9 87.2 Total lease payments 199.8 109.8 309.6 Less: interest 32.6 9.3 41.9 Present value of lease liabilities $ 167.2 $ 100.5 $ 267.7 |
Segments (Tables)
Segments (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Segment Reporting [Abstract] | |
Financial information for the Company's segments | Financial information for the Company’s reportable segments was as follows: (in millions) USA EMEA Canada LATAM Other/ Eliminations (1) Consolidated Net Sales Three months ended September 30, 2022 External customers $ 2,021.2 $ 486.5 $ 273.9 $ 201.9 $ — $ 2,983.5 Inter-segment 28.2 4.8 3.2 0.1 (36.3) — Net Sales $ 2,049.4 $ 491.3 $ 277.1 $ 202.0 $ (36.3) $ 2,983.5 Three months ended September 30, 2021 External customers $ 1,616.8 $ 480.3 $ 223.3 $ 167.5 $ — $ 2,487.9 Inter-segment 28.9 0.9 0.6 0.7 (31.1) — Net Sales $ 1,645.7 $ 481.2 $ 223.9 $ 168.2 $ (31.1) $ 2,487.9 Nine months ended September 30, 2022 External customers $ 5,834.6 $ 1,595.9 $ 865.5 $ 586.7 $ — $ 8,882.7 Inter-segment 100.5 8.5 7.5 0.2 (116.7) — Net Sales $ 5,935.1 $ 1,604.4 $ 873.0 $ 586.9 $ (116.7) $ 8,882.7 Nine months ended September 30, 2021 External customers $ 4,410.0 $ 1,490.2 $ 684.6 $ 452.6 $ — $ 7,037.4 Inter-segment 65.8 3.6 2.6 0.7 (72.7) — Net Sales $ 4,475.8 $ 1,493.8 $ 687.2 $ 453.3 $ (72.7) $ 7,037.4 (1) Other/Eliminations represents the elimination of intersegment transactions. Three months ended September 30, Nine months ended September 30, (in millions) 2022 2021 2022 2021 Adjusted EBITDA USA $ 182.5 $ 140.2 $ 590.3 $ 367.6 EMEA 35.0 34.4 149.2 132.8 Canada 27.9 24.0 96.6 75.3 LATAM 17.3 15.7 49.7 44.6 Other/Eliminations (1) (3.1) (3.4) (15.3) (29.7) Consolidated $ 259.6 $ 210.9 $ 870.5 $ 590.6 (1) Other/Eliminations represents unallocated corporate costs consisting of items specifically related to parent company operations that do not directly benefit segments, either individually or collectively. |
Reconciliation of net income (loss) to adjusted EBITDA | The following is a reconciliation of net income to Adjusted EBITDA for the three and nine months ended September 30, 2022 and 2021: Three months ended September 30, Nine months ended September 30, (in millions) 2022 2021 2022 2021 Net income $ 130.0 $ 84.4 $ 473.7 $ 303.8 Depreciation 32.8 36.7 97.9 117.8 Amortization 12.0 12.4 35.8 38.7 Interest expense, net 26.8 22.2 71.2 74.5 Income tax expense 52.6 37.7 175.9 82.3 EBITDA 254.2 193.4 854.5 617.1 Other operating expenses, net 5.7 17.7 26.7 91.8 Other income, net (0.6) (1.1) (11.0) (33.1) Impairment charges 0.3 0.9 0.3 3.0 Gain on sale of business — — — (88.2) Adjusted EBITDA $ 259.6 $ 210.9 $ 870.5 $ 590.6 |
Business combinations - Narrati
Business combinations - Narrative (Details) - USD ($) $ in Millions | 9 Months Ended | ||||
Jul. 29, 2022 | Dec. 01, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Business Acquisition [Line Items] | |||||
Goodwill | $ 2,277.4 | $ 2,310.4 | |||
Cash payment for acquisition | 16.5 | $ 0 | |||
Vicom Distribución Productos Quimicos, S.L. | |||||
Business Acquisition [Line Items] | |||||
Cash consideration | $ 14.5 | ||||
Intangible assets, net | 3.4 | ||||
Goodwill | $ 5.6 | ||||
Sweetmix Distribuidora De Materias Primus Industriais Ltda | |||||
Business Acquisition [Line Items] | |||||
Intangible assets, net | $ 13.3 | 15 | |||
Goodwill | 33.8 | $ 33 | |||
Purchase price of acquisition | 53 | ||||
Cash payment for acquisition | 32.5 | ||||
Cash acquired from acquisition | 1.2 | ||||
Other liabilities related to the acquisition of business | $ 19.3 | ||||
Purchase price payment, term of payable | 5 years | ||||
Weighted average period of amortization on intangible assets | 8 years |
Business combinations - Prelimi
Business combinations - Preliminary Purchase Price Allocation (Details) - USD ($) $ in Millions | 9 Months Ended | ||
Sep. 30, 2022 | Dec. 31, 2021 | Dec. 01, 2021 | |
Business Acquisition [Line Items] | |||
Goodwill | $ 2,277.4 | $ 2,310.4 | |
Measurement Period Adjustments | |||
Goodwill | (0.8) | ||
Sweetmix Distribuidora De Materias Primus Industriais Ltda | |||
Business Acquisition [Line Items] | |||
Cash and cash equivalents | 1.2 | $ 1.2 | |
Trade accounts receivable, net | 15.6 | 15.6 | |
Inventories | 8.5 | 8.5 | |
Prepaid expenses and other current assets | 2.6 | 2.6 | |
Goodwill | 33 | 33.8 | |
Intangible assets, net | 15 | 13.3 | |
Trade accounts payable | (16.6) | (16.6) | |
Deferred tax liabilities | (5.3) | (4.5) | |
Other assets and liabilities, net | (1) | (1) | |
Purchase consideration | 53 | 52.9 | |
Purchase consideration, net of cash | 51.8 | $ 51.7 | |
Measurement Period Adjustments | |||
Goodwill | (0.8) | ||
Intangible assets, net | 1.7 | ||
Deferred tax liabilities | (0.8) | ||
Purchase consideration | $ 0.1 |
Dispositions (Details)
Dispositions (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||||
Apr. 01, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Jun. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Total cash proceeds | $ 0 | $ 136.5 | ||||
Gain on sale of business | $ 0 | $ 0 | $ 0 | 88.2 | ||
Amounts reclassified related to dispositions | 18.1 | |||||
Currency translation | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Amounts reclassified related to dispositions | 18.1 | |||||
Distrupol Business | Discontinued Operations, Disposed of by Sale | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Total cash proceeds | $ 136.7 | |||||
Gain on sale of business | $ 87.6 | |||||
Income before income taxes | $ 3.9 | |||||
Distrupol Business | Discontinued Operations, Disposed of by Sale | Currency translation | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Amounts reclassified related to dispositions | $ 18.1 |
Goodwill and intangibles, net -
Goodwill and intangibles, net - Summary of the Activity in Goodwill by Segment (Details) $ in Millions | 9 Months Ended |
Sep. 30, 2022 USD ($) | |
Goodwill [Roll Forward] | |
Goodwill, beginning balance | $ 2,310.4 |
Acquisitions | 5.6 |
Purchase price adjustments | (0.8) |
Foreign currency translation | (37.8) |
Goodwill, ending balance | 2,277.4 |
USA | |
Goodwill [Roll Forward] | |
Goodwill, beginning balance | 1,812.6 |
Acquisitions | 0 |
Purchase price adjustments | 0 |
Foreign currency translation | 0 |
Goodwill, ending balance | 1,812.6 |
EMEA | |
Goodwill [Roll Forward] | |
Goodwill, beginning balance | 7.4 |
Acquisitions | 5.6 |
Purchase price adjustments | 0 |
Foreign currency translation | (1.5) |
Goodwill, ending balance | 11.5 |
Canada | |
Goodwill [Roll Forward] | |
Goodwill, beginning balance | 431.4 |
Acquisitions | 0 |
Purchase price adjustments | 0 |
Foreign currency translation | (37.2) |
Goodwill, ending balance | 394.2 |
LATAM | |
Goodwill [Roll Forward] | |
Goodwill, beginning balance | 59 |
Acquisitions | 0 |
Purchase price adjustments | (0.8) |
Foreign currency translation | 0.9 |
Goodwill, ending balance | $ 59.1 |
Goodwill and intangibles, net_2
Goodwill and intangibles, net - Schedule of Intangible Assets, Net (Details) - USD ($) $ in Millions | Sep. 30, 2022 | Dec. 31, 2021 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross | $ 1,085.1 | $ 1,109 |
Accumulated Amortization | (908.1) | (897.3) |
Net | 177 | 211.7 |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross | 919.9 | 940.1 |
Accumulated Amortization | (745.8) | (732.8) |
Net | 174.1 | 207.3 |
Other | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross | 165.2 | 168.9 |
Accumulated Amortization | (162.3) | (164.5) |
Net | $ 2.9 | $ 4.4 |
Goodwill and intangibles, net_3
Goodwill and intangibles, net - Schedule of Finite-Lived Intangible Assets, Future Amortization Expense (Details) $ in Millions | Sep. 30, 2022 USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2022 | $ 47.5 |
2023 | 42.1 |
2024 | 32.2 |
2025 | 28.9 |
2026 | $ 24.1 |
Revenue - Schedule of External
Revenue - Schedule of External Net Sales Disaggregated by Major Stream Type (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Disaggregation of Revenue [Line Items] | ||||
Net sales | $ 2,983.5 | $ 2,487.9 | $ 8,882.7 | $ 7,037.4 |
USA | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 2,021.2 | 1,616.8 | 5,834.6 | 4,410 |
EMEA | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 486.5 | 480.3 | 1,595.9 | 1,490.2 |
Canada | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 273.9 | 223.3 | 865.5 | 684.6 |
LATAM | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 201.9 | 167.5 | 586.7 | 452.6 |
Chemical distribution | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 2,901.7 | 2,414.2 | 8,657.4 | 6,808.2 |
Chemical distribution | USA | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 1,945.2 | 1,548.5 | 5,622.5 | 4,199.4 |
Chemical distribution | EMEA | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 486.5 | 480.2 | 1,595.8 | 1,489.9 |
Chemical distribution | Canada | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 273.9 | 222.1 | 865.5 | 674.7 |
Chemical distribution | LATAM | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 196.1 | 163.4 | 573.6 | 444.2 |
Services | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 81.8 | 73.7 | 225.3 | 229.2 |
Services | USA | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 76 | 68.3 | 212.1 | 210.6 |
Services | EMEA | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 0 | 0.1 | 0.1 | 0.3 |
Services | Canada | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 0 | 1.2 | 0 | 9.9 |
Services | LATAM | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | $ 5.8 | $ 4.1 | $ 13.1 | $ 8.4 |
Revenue - Narrative (Details)
Revenue - Narrative (Details) - USD ($) $ in Millions | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |||
Customer prepayments and deposits | $ 6.8 | $ 17.6 | |
Revenue recognized from amounts included in contract liabilities | $ 16.6 | $ 4.7 |
Supplemental financial inform_3
Supplemental financial information - Other Operating Expenses, Net (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Other Income and Expenses [Abstract] | ||||
Acquisition and integration related expenses | $ 1.5 | $ 12 | $ 1.5 | $ 44.8 |
Stock-based compensation expense | 5.2 | 6.8 | 26.9 | 16 |
Employee severance costs | 0 | 1.8 | 0 | 6.7 |
Multi-employer pension plan exit liability | 0 | 0 | 0 | 31.2 |
Gain on sale of property, plant and equipment | (0.1) | (3.2) | (2.3) | (6.3) |
Other | (0.9) | 0.3 | 0.6 | (0.6) |
Total other operating expenses, net | $ 5.7 | $ 17.7 | $ 26.7 | $ 91.8 |
Supplemental financial inform_4
Supplemental financial information - Other Income, Net (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Derivative [Line Items] | ||||
Foreign currency transaction | $ (2.4) | $ (1.4) | $ (6.3) | $ (6.8) |
Undesignated foreign currency derivative instruments | (2.8) | (1) | (0.9) | (2.8) |
Non-operating retirement benefits | 2.7 | 3.8 | 8.2 | 14.5 |
Debt refinancing costs | 0 | (0.1) | 0 | (7) |
Fair value adjustment for warrants | 0 | 0 | 0 | 33.8 |
Other | (0.6) | (0.6) | (0.3) | 0 |
Total other income, net | 0.6 | 1.1 | 11 | 33.1 |
Interest rate swap contracts | ||||
Derivative [Line Items] | ||||
Undesignated interest rate swap and cross currency swap contracts | 1.5 | (0.1) | 5.2 | 0.2 |
Cross currency swap contracts | ||||
Derivative [Line Items] | ||||
Undesignated interest rate swap and cross currency swap contracts | $ 2.2 | $ 0.5 | $ 5.1 | $ 1.2 |
Supplemental financial inform_5
Supplemental financial information - Cash and Cash Equivalents (Details) - USD ($) $ in Millions | Sep. 30, 2022 | Dec. 31, 2021 |
Other Income and Expenses [Abstract] | ||
Amount held in notional cash pool, net | $ 25.8 | $ 43.2 |
Gross amount of cash in notional cash pool | 60.8 | 146 |
Bank overdrafts, notional cash pool | $ 35 | $ 102.8 |
Supplemental financial inform_6
Supplemental financial information - Allowance for Doubtful Accounts (Details) $ in Millions | 9 Months Ended |
Sep. 30, 2022 USD ($) | |
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | |
Balance, beginning of period | $ 15.8 |
Provision for credit losses | 3.6 |
Write-offs | (6.8) |
Foreign exchange | (0.6) |
Balance, end of period | $ 12 |
Supplemental financial inform_7
Supplemental financial information - Property, Plant and Equipment, Net (Details) - USD ($) $ in Millions | Sep. 30, 2022 | Dec. 31, 2021 |
Other Income and Expenses [Abstract] | ||
Property, plant and equipment, at cost | $ 2,252.7 | $ 2,238.8 |
Less: accumulated depreciation | (1,236.4) | (1,207.8) |
Property, plant and equipment, net | $ 1,016.3 | $ 1,031 |
Employee benefit plans - Compon
Employee benefit plans - Components of Net Periodic Benefit Cost (Details) - Defined Benefit Pension Plans - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
USA | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Service cost | $ 0 | $ 0 | $ 0 | $ 0 |
Interest cost | 5.2 | 4.9 | 15.5 | 14.5 |
Expected return on plan assets | (7.6) | (7.3) | (22.8) | (21.9) |
Prior service credit | 0 | 0 | 0 | 0 |
Net periodic benefit (income) cost | (2.4) | (2.4) | (7.3) | (7.4) |
Foreign Plan | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Service cost | 0.3 | 0.4 | 1 | 1.3 |
Interest cost | 2.7 | 2.5 | 8.3 | 7.5 |
Expected return on plan assets | (2.8) | (3.8) | (8.6) | (11.4) |
Prior service credit | (0.2) | (0.1) | (0.6) | (3.2) |
Net periodic benefit (income) cost | $ 0 | $ (1) | $ 0.1 | $ (5.8) |
Employee benefit plans - Multi-
Employee benefit plans - Multi-Employer Pension Plan Exit Liability (Details) - Central States Southeast and Southwest Areas Pension Plan $ in Millions | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 USD ($) | Dec. 31, 2021 USD ($) facility | |
Defined Benefit Plan Disclosure [Line Items] | ||
Partial withdrawal liability | $ 31.2 | |
Number of sites | facility | 8 | |
Annual cash obligation | $ 1.9 | |
Term of annual cash obligation payments | 20 years |
Income taxes (Details)
Income taxes (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Income Tax Disclosure [Abstract] | ||||
Income tax expense | $ 52.6 | $ 37.7 | $ 175.9 | $ 82.3 |
Effective income tax rate | 28.80% | 30.90% | 27.10% | 21.30% |
Earnings per share - Summary of
Earnings per share - Summary of Computations of Basic and Diluted Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Earnings Per Share [Abstract] | ||||
Net income | $ 130 | $ 84.4 | $ 473.7 | $ 303.8 |
Weighted average common shares outstanding | ||||
Weighted average common shares outstanding - basic (in shares) | 165.9 | 170.9 | 167.9 | 170.1 |
Effect of dilutive securities: stock compensation plans (in shares) | 1.3 | 1 | 1.6 | 0.8 |
Weighted average common shares outstanding - diluted (in shares) | 167.2 | 171.9 | 169.5 | 170.9 |
Income per common share | ||||
Basic income per common share (in dollars per share) | $ 0.78 | $ 0.49 | $ 2.82 | $ 1.79 |
Diluted income per common share (in dollars per share) | $ 0.78 | $ 0.49 | $ 2.79 | $ 1.78 |
Earnings per share - Summary _2
Earnings per share - Summary of Computations of Basic and Diluted Earnings Per Share Footnote (Details) - shares shares in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Employee Stock Option | Common stock | ||||
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | ||||
Share-based compensation awards not included in calculation of diluted earnings per share (in shares) | 1.1 | 1.9 | 0.6 | 2.3 |
Accumulated other comprehensi_3
Accumulated other comprehensive income (loss) - Schedule of Changes in Accumulated Other Comprehensive Loss by Component Net of Tax (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||
Beginning balance | $ 2,579 | $ 2,098.6 | $ 2,292.5 | $ 1,792.3 |
Other comprehensive income (loss) before reclassifications | (27.8) | (22) | 11.1 | 9 |
Amounts reclassified from accumulated other comprehensive loss | (22.2) | (3.6) | (43.8) | (8.3) |
Amounts reclassified related to dispositions | 18.1 | |||
Total other comprehensive (loss) income, net of tax | (50) | (25.6) | (32.7) | 18.8 |
Ending balance | 2,564.4 | 2,164.7 | 2,564.4 | 2,164.7 |
Accumulated other comprehensive loss | ||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||
Beginning balance | (345.4) | (342.7) | (362.7) | (387.1) |
Total other comprehensive (loss) income, net of tax | (50) | (25.6) | (32.7) | 18.8 |
Ending balance | (395.4) | (368.3) | (395.4) | (368.3) |
Cash flow hedges | ||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||
Beginning balance | 44.9 | (24.6) | (10.8) | (32.7) |
Other comprehensive income (loss) before reclassifications | 52.1 | 7.2 | 129.1 | 17.4 |
Amounts reclassified from accumulated other comprehensive loss | (22) | (3.5) | (43.3) | (5.6) |
Amounts reclassified related to dispositions | 0 | |||
Total other comprehensive (loss) income, net of tax | 30.1 | 3.7 | 85.8 | 11.8 |
Ending balance | 75 | (20.9) | 75 | (20.9) |
Defined benefit pension | ||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||
Beginning balance | 16.4 | 16.6 | 16.7 | 19.2 |
Other comprehensive income (loss) before reclassifications | 0 | 0 | 0 | 0 |
Amounts reclassified from accumulated other comprehensive loss | (0.2) | (0.1) | (0.5) | (2.7) |
Amounts reclassified related to dispositions | 0 | |||
Total other comprehensive (loss) income, net of tax | (0.2) | (0.1) | (0.5) | (2.7) |
Ending balance | 16.2 | 16.5 | 16.2 | 16.5 |
Currency translation | ||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||
Beginning balance | (406.7) | (334.7) | (368.6) | (373.6) |
Other comprehensive income (loss) before reclassifications | (79.9) | (29.2) | (118) | (8.4) |
Amounts reclassified from accumulated other comprehensive loss | 0 | 0 | 0 | 0 |
Amounts reclassified related to dispositions | 18.1 | |||
Total other comprehensive (loss) income, net of tax | (79.9) | (29.2) | (118) | 9.7 |
Ending balance | $ (486.6) | $ (363.9) | $ (486.6) | $ (363.9) |
Accumulated other comprehensi_4
Accumulated other comprehensive income (loss) - Summary of Amounts Reclassified From Accumulated Other Comprehensive Income (Loss) (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | ||||
Income tax expense | $ 52.6 | $ 37.7 | $ 175.9 | $ 82.3 |
Interest expense | 27.6 | 23.7 | 74.1 | 77.1 |
Net income | 130 | 84.4 | 473.7 | 303.8 |
Prior service credit | Reclassification out of Accumulated Other Comprehensive Income | ||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | ||||
Other income, net | (0.2) | (0.1) | (0.6) | (3.2) |
Amortization of defined benefit pension items: | Reclassification out of Accumulated Other Comprehensive Income | ||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | ||||
Income tax expense | 0 | 0 | 0.1 | 0.5 |
Net of tax | (0.2) | (0.1) | (0.5) | (2.7) |
Cash flow hedges: | Reclassification out of Accumulated Other Comprehensive Income | ||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | ||||
Income tax expense | 7.5 | 1.4 | 14.9 | 2.1 |
Net of tax | (22) | (3.5) | (43.3) | (5.6) |
Net income | (22.2) | (3.6) | (43.8) | (8.3) |
Cash flow hedges: | Reclassification out of Accumulated Other Comprehensive Income | Interest rate swap contracts | ||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | ||||
Interest expense | (0.7) | 4.4 | 3.2 | 13.5 |
Cash flow hedges: | Reclassification out of Accumulated Other Comprehensive Income | Cross currency swap contracts | ||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | ||||
Interest expense and other income, net | $ (28.8) | $ (9.3) | $ (61.4) | $ (21.2) |
Debt - Narrative (Details)
Debt - Narrative (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Debt Instrument [Line Items] | |||||
Short-term financing | $ 0 | $ 0 | |||
Letters of credit outstanding | $ 125,500,000 | $ 141,900,000 | |||
Weighted average interest rate on long-term debt | 3.92% | 3.25% | |||
Gain (loss) on extinguishment of debt | $ (2,000,000) | ||||
Proceeds from issuance of long-term debt, net | $ 0 | $ 995,000,000 | |||
Debt refinancing costs | 6,900,000 | ||||
Unsecured Notes Due 2027 | |||||
Debt Instrument [Line Items] | |||||
Aggregate principal amount | 454,000,000 | $ 500,000,000 | |||
Unsecured Notes Due 2027 | Unsecured Debt | |||||
Debt Instrument [Line Items] | |||||
Repayments of senior unsecured notes | $ 46,000,000 | ||||
Gain (loss) on extinguishment of debt | $ 1,500,000 | ||||
Term B-6 Loan Due 2028 | |||||
Debt Instrument [Line Items] | |||||
Aggregate principal amount | 1,000,000,000 | 987,500,000 | 995,000,000 | ||
North American ABL Due 2024 | |||||
Debt Instrument [Line Items] | |||||
Aggregate principal amount | $ 592,000,000 | $ 297,900,000 | |||
Proceeds from issuance of long-term debt, net | $ 274,200,000 |
Debt - Schedule of Long Term De
Debt - Schedule of Long Term Debt (Details) - USD ($) $ in Millions | Sep. 30, 2022 | Dec. 31, 2021 | Jun. 30, 2021 |
Debt Instrument [Line Items] | |||
Finance lease obligations | $ 100.5 | $ 101.9 | |
Total long-term debt before unamortized debt issuance costs and discount | 2,523 | 2,286.8 | |
Less: unamortized debt issuance costs and discount on debt | (18.5) | (21.8) | |
Total long-term debt | 2,504.5 | 2,265 | |
Less: current maturities | (38.5) | (41.5) | |
Total long-term debt, excluding current maturities | 2,466 | 2,223.5 | |
Term B-5 Loan Due 2026 | |||
Debt Instrument [Line Items] | |||
Aggregate principal amount | $ 389 | $ 392 | |
Variable interest rate | 5.12% | 2.10% | |
Term B-6 Loan Due 2028 | |||
Debt Instrument [Line Items] | |||
Aggregate principal amount | $ 987.5 | $ 995 | $ 1,000 |
Variable interest rate | 4.87% | 2.10% | |
North American ABL Due 2024 | |||
Debt Instrument [Line Items] | |||
Aggregate principal amount | $ 592 | $ 297.9 | |
Variable interest rate | 4.44% | 1.43% | |
Unsecured Notes Due 2027 | |||
Debt Instrument [Line Items] | |||
Aggregate principal amount | $ 454 | $ 500 | |
Fixed interest rate | 5.13% | 5.13% |
Debt - Fair Value of Debt (Deta
Debt - Fair Value of Debt (Details) - USD ($) $ in Millions | Sep. 30, 2022 | Dec. 31, 2021 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Carrying amount | $ 2,504.5 | $ 2,265 |
Fair Value, Inputs, Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Carrying amount | 2,504.5 | 2,265 |
Fair value | $ 2,462.1 | $ 2,307.8 |
Equity and stock-based compen_2
Equity and stock-based compensation (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2022 | Nov. 30, 2021 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Purchases of treasury stock | $ 100.3 | $ 204.9 | |
Restricted Stock Units (RSUs) | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Shares granted in period (in shares) | 785,137 | ||
Grant date fair value of shares granted in period (in dollars per share) | $ 28.38 | ||
Unrecognized stock-based compensation expense | 17.4 | $ 17.4 | |
Period of recognition for unrecognized stock-based compensation expense | 1 year 1 month 6 days | ||
Performance-Based Restricted Stock Units | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Shares granted in period (in shares) | 243,750 | ||
Grant date fair value of shares granted in period (in dollars per share) | $ 27.94 | ||
Unrecognized stock-based compensation expense | $ 9.3 | $ 9.3 | |
Period of recognition for unrecognized stock-based compensation expense | 1 year 6 months | ||
Restricted Stock (RSAs) | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Shares granted in period (in shares) | 20,304 | ||
Grant date fair value of shares granted in period (in dollars per share) | $ 30.05 | ||
The 2021 Stock Repurchase Plan | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Stock repurchase program, authorized amount | $ 500 | ||
Shares repurchased during the period (in shares) | 4,016,343 | 7,503,828 | |
Purchases of treasury stock | $ 100.3 | $ 204.9 | |
Remaining authorized repurchased amount | $ 245.1 | $ 245.1 |
Derivatives - Narrative (Detail
Derivatives - Narrative (Details) | 9 Months Ended | |
Sep. 30, 2022 | Jun. 04, 2021 USD ($) derivative | |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Percentage of swaps designated as cash flow hedges | 95% | |
Cross currency swap contracts | Minimum | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Debt instrument, term | 1 month | |
Cross currency swap contracts | Maximum | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Debt instrument, term | 3 months | |
Interest rate swap contracts | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Number of contracts held | derivative | 2 | |
Interest rate swap derivatives, notional amount, June 30, 2023 to June 29, 2024 | $ 250,000,000 | |
Interest rate swap derivatives, notional amount, June 30, 2024 to May 31, 2028 | $ 500,000,000 |
Derivatives - Schedule of Notio
Derivatives - Schedule of Notional Amounts (Details) - USD ($) $ in Millions | Sep. 30, 2022 | Dec. 31, 2021 |
Interest rate swap contracts | Designated | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Derivative, notional amount | $ 650 | $ 650 |
Interest rate swap contracts | Undesignated | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Derivative, notional amount | 100 | 100 |
Foreign currency derivatives | Undesignated | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Derivative, notional amount | 195.2 | 179 |
Cross currency swap contracts | Designated | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Derivative, notional amount | 381 | 381 |
Cross currency swap contracts | Undesignated | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Derivative, notional amount | $ 19 | $ 19 |
Derivatives - Pre-Tax Effects o
Derivatives - Pre-Tax Effects of AOCL and Derivative Instruments (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Interest rate swap contracts | ||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||||
Amount of gain (loss) recognized in accumulated other comprehensive loss | $ 26.3 | $ 0.3 | $ 71.9 | $ (0.7) |
Interest rate swap contracts | Interest expense | ||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||||
Amount of gain (loss) reclassified from accumulated other comprehensive loss into income | 0.7 | (4.4) | (3.2) | (13.5) |
Amount of gain to be reclassified to consolidated statement of operations within the next 12 months | 16.2 | |||
Cross currency swap contracts | ||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||||
Amount of gain (loss) recognized in accumulated other comprehensive loss | 43.7 | 10.1 | 101.7 | 24.7 |
Cross currency swap contracts | Interest expense | ||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||||
Amount of gain (loss) reclassified from accumulated other comprehensive loss into income | 2.8 | 0.3 | 4.5 | 0.9 |
Amount of gain to be reclassified to consolidated statement of operations within the next 12 months | 18 | |||
Cross currency swap contracts | Other income, net | ||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||||
Amount of gain (loss) reclassified from accumulated other comprehensive loss into income | $ 26 | $ 9 | 56.9 | $ 20.3 |
Amount of gain to be reclassified to consolidated statement of operations within the next 12 months | $ 0 |
Derivatives - Assets and Liabil
Derivatives - Assets and Liabilities (Details) - USD ($) $ in Millions | Sep. 30, 2022 | Dec. 31, 2021 |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Derivative Assets | $ 147.8 | $ 4.7 |
Derivative Liabilities | 2.4 | 32.8 |
Designated | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Derivative Assets | 140.5 | 2.8 |
Derivative Liabilities | 0 | 28.6 |
Undesignated | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Derivative Assets | 7.3 | 1.9 |
Derivative Liabilities | 2.4 | 4.2 |
Prepaid expenses and other current assets | Cross currency swap contracts | Designated | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Derivative Assets | 18 | 2.8 |
Prepaid expenses and other current assets | Cross currency swap contracts | Undesignated | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Derivative Assets | 0.9 | 0.1 |
Prepaid expenses and other current assets | Interest rate swap contracts | Designated | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Derivative Assets | 16.2 | 0 |
Prepaid expenses and other current assets | Interest rate swap contracts | Undesignated | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Derivative Assets | 2.2 | 0 |
Prepaid expenses and other current assets | Foreign currency derivatives | Undesignated | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Derivative Assets | 0 | 1.8 |
Other assets | Cross currency swap contracts | Designated | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Derivative Assets | 63.3 | 0 |
Other assets | Cross currency swap contracts | Undesignated | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Derivative Assets | 3.2 | 0 |
Other assets | Interest rate swap contracts | Designated | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Derivative Assets | 43 | 0 |
Other assets | Interest rate swap contracts | Undesignated | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Derivative Assets | 1 | 0 |
Other accrued expenses | Cross currency swap contracts | Designated | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Derivative Liabilities | 0 | 0 |
Other accrued expenses | Cross currency swap contracts | Undesignated | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Derivative Liabilities | 0 | 0 |
Other accrued expenses | Interest rate swap contracts | Designated | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Derivative Liabilities | 0 | 8.1 |
Other accrued expenses | Interest rate swap contracts | Undesignated | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Derivative Liabilities | 0 | 1.7 |
Other accrued expenses | Foreign currency derivatives | Undesignated | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Derivative Liabilities | 2.4 | 0.8 |
Other long-term liabilities | Cross currency swap contracts | Designated | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Derivative Liabilities | 0 | 12.7 |
Other long-term liabilities | Cross currency swap contracts | Undesignated | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Derivative Liabilities | 0 | 0.6 |
Other long-term liabilities | Interest rate swap contracts | Designated | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Derivative Liabilities | 0 | 7.8 |
Other long-term liabilities | Interest rate swap contracts | Undesignated | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Derivative Liabilities | $ 0 | $ 1.1 |
Commitments and contingencies -
Commitments and contingencies - Narrative (Details) $ in Millions | 1 Months Ended | 9 Months Ended | |
Jun. 29, 2022 USD ($) | Oct. 31, 2022 CAD ($) | Sep. 30, 2022 site claim location | |
Other Commitments [Line Items] | |||
Number of asbestos-related claims | claim | 218 | ||
Unclaimed property audit, examination finding | $ 0 | ||
Number of locations impacted by environmental laws and regulations | location | 125 | ||
Number of company owned/occupied sites requiring environmental remediation work | site | 104 | ||
Number of non owned sites liable for a share of clean-up | site | 21 | ||
Subsequent Event | |||
Other Commitments [Line Items] | |||
Income tax examination, penalties and interest accrued | $ 21.4 | ||
Income tax examination, estimate of possible loss | $ 50.4 | ||
Minimum | |||
Other Commitments [Line Items] | |||
Environmental project, term | 2 years | ||
Maximum | |||
Other Commitments [Line Items] | |||
Environmental project, term | 30 years |
Commitments and contingencies_2
Commitments and contingencies - Changes in Total Environmental Liabilities (Details) $ in Millions | 9 Months Ended |
Sep. 30, 2022 USD ($) | |
Accrual for Environmental Loss Contingencies [Roll Forward] | |
Environmental liabilities at beginning of period | $ 88.1 |
Revised obligation estimates | 13.7 |
Environmental payments | (16.9) |
Foreign exchange | (0.8) |
Environmental liabilities at end of period | $ 84.1 |
Commitments and contingencies_3
Commitments and contingencies - Environmental Liabilities Balance Sheet Information (Details) - USD ($) $ in Millions | Sep. 30, 2022 | Dec. 31, 2021 |
Commitments and Contingencies Disclosure [Abstract] | ||
Current environmental liabilities | $ 31.6 | $ 39.3 |
Long-term environmental liabilities | $ 52.5 | $ 48.8 |
Leasing - Assets and Liabilitie
Leasing - Assets and Liabilities, Lessee (Details) - USD ($) $ in Millions | Sep. 30, 2022 | Dec. 31, 2021 |
Assets | ||
Operating lease assets | $ 161.3 | $ 164.3 |
Finance lease assets | 103.1 | 102.1 |
Total lease assets | 264.4 | 266.4 |
Current liabilities: | ||
Current portion of operating lease liabilities | 42.2 | 45.7 |
Current portion of finance lease liabilities | 24.5 | 27.5 |
Noncurrent liabilities: | ||
Operating lease liabilities | 125 | 125.5 |
Finance lease liabilities | 76 | 74.4 |
Total lease liabilities | $ 267.7 | $ 273.1 |
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List] | Other Assets, Noncurrent | Other Assets, Noncurrent |
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List] | Property, plant and equipment, net | Property, plant and equipment, net |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List] | Other accrued expenses | Other accrued expenses |
Finance Lease, Liability, Current, Statement of Financial Position [Extensible List] | Long-Term Debt and Lease Obligation, Current | Long-Term Debt and Lease Obligation, Current |
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List] | Other Liabilities, Noncurrent | Other Liabilities, Noncurrent |
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List] | Long-term debt | Long-term debt |
Finance lease right-of-use assets accumulated amortization | $ 72.4 | $ 75.8 |
Leasing - Lease Cost in Income
Leasing - Lease Cost in Income Statement (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Lessee, Lease, Description [Line Items] | ||||
Operating Leases | $ 14.1 | $ 14.1 | $ 42.1 | $ 43.6 |
Finance Leases | 7.6 | 7.2 | 23 | 22.5 |
Total | 21.7 | 21.3 | 65.1 | 66.1 |
Depreciation | 6.7 | 6.3 | 20.3 | 19.7 |
Interest expense | 0.9 | 0.9 | 2.7 | 2.8 |
Variable lease costs | 0.3 | 0.4 | 1 | 1.3 |
Short-term lease costs | 1.8 | 2 | 5.6 | 5.3 |
Total gross lease costs | 23.8 | 23.7 | 71.7 | 72.7 |
Less: sublease income | 0.2 | 0.5 | 0.6 | 1.6 |
Total net lease costs | 23.6 | 23.2 | 71.1 | 71.1 |
Cost of goods sold (exclusive of depreciation) | ||||
Lessee, Lease, Description [Line Items] | ||||
Operating Leases | 5.8 | 6.1 | 17 | 17.2 |
Finance Leases | 0 | 0 | 0 | 0 |
Total | 5.8 | 6.1 | 17 | 17.2 |
Outbound freight and handling | ||||
Lessee, Lease, Description [Line Items] | ||||
Operating Leases | 1.6 | 1.2 | 4.9 | 5 |
Finance Leases | 0 | 0 | 0 | 0 |
Total | 1.6 | 1.2 | 4.9 | 5 |
Warehousing, selling and administrative | ||||
Lessee, Lease, Description [Line Items] | ||||
Operating Leases | 6.7 | 6.8 | 20.2 | 21.4 |
Finance Leases | 0 | 0 | 0 | 0 |
Total | $ 6.7 | $ 6.8 | $ 20.2 | $ 21.4 |
Leasing - Maturity of Lease Obl
Leasing - Maturity of Lease Obligations (Details) - USD ($) $ in Millions | Sep. 30, 2022 | Dec. 31, 2021 |
Operating Leases | ||
Remainder of 2022 | $ 14.1 | |
2023 | 43.6 | |
2024 | 29.9 | |
2025 | 21.2 | |
2026 | 17.7 | |
2027 and after | 73.3 | |
Total lease payments | 199.8 | |
Less: interest | 32.6 | |
Present value of lease liabilities | 167.2 | |
Finance Leases | ||
Remainder of 2022 | 7.7 | |
2023 | 26.2 | |
2024 | 22.9 | |
2025 | 21 | |
2026 | 18.1 | |
2027 and after | 13.9 | |
Total lease payments | 109.8 | |
Less: interest | 9.3 | |
Present value of lease liabilities | 100.5 | $ 101.9 |
Total | ||
Remainder of 2022 | 21.8 | |
2023 | 69.8 | |
2024 | 52.8 | |
2025 | 42.2 | |
2026 | 35.8 | |
2027 and after | 87.2 | |
Total lease payments | 309.6 | |
Less: interest | 41.9 | |
Present value of lease liabilities | $ 267.7 |
Leasing - Lease Term and Discou
Leasing - Lease Term and Discount Rate (Details) | Sep. 30, 2022 | Dec. 31, 2021 |
Weighted-average remaining lease term (years) | ||
Operating leases | 7 years 7 months 6 days | 6 years 8 months 12 days |
Finance leases | 6 years 3 months 18 days | 6 years 6 months |
Weighted-average discount rate | ||
Operating leases | 4.01% | 3.99% |
Finance leases | 3.98% | 3.59% |
Leasing - Other Information (De
Leasing - Other Information (Details) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Leases [Abstract] | ||
Operating cash flows from operating leases | $ 43.3 | $ 42.1 |
Operating cash flows from finance leases | 2.7 | 2.7 |
Financing cash flows from finance leases | $ 22.6 | $ 20.4 |
Segments - Narrative (Details)
Segments - Narrative (Details) | 9 Months Ended |
Sep. 30, 2022 segment | |
Segment Reporting [Abstract] | |
Number of reportable segments | 4 |
Segments - Financial Informatio
Segments - Financial Information for Company's Segments (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Segment Reporting Information [Line Items] | ||||
Net sales | $ 2,983.5 | $ 2,487.9 | $ 8,882.7 | $ 7,037.4 |
Adjusted EBITDA | 259.6 | 210.9 | 870.5 | 590.6 |
Inter-segment | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | (36.3) | (31.1) | (116.7) | (72.7) |
Adjusted EBITDA | (3.1) | (3.4) | (15.3) | (29.7) |
USA | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 2,021.2 | 1,616.8 | 5,834.6 | 4,410 |
USA | Inter-segment | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 28.2 | 28.9 | 100.5 | 65.8 |
USA | Operating Segments | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 2,049.4 | 1,645.7 | 5,935.1 | 4,475.8 |
Adjusted EBITDA | 182.5 | 140.2 | 590.3 | 367.6 |
EMEA | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 486.5 | 480.3 | 1,595.9 | 1,490.2 |
EMEA | Inter-segment | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 4.8 | 0.9 | 8.5 | 3.6 |
EMEA | Operating Segments | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 491.3 | 481.2 | 1,604.4 | 1,493.8 |
Adjusted EBITDA | 35 | 34.4 | 149.2 | 132.8 |
Canada | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 273.9 | 223.3 | 865.5 | 684.6 |
Canada | Inter-segment | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 3.2 | 0.6 | 7.5 | 2.6 |
Canada | Operating Segments | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 277.1 | 223.9 | 873 | 687.2 |
Adjusted EBITDA | 27.9 | 24 | 96.6 | 75.3 |
LATAM | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 201.9 | 167.5 | 586.7 | 452.6 |
LATAM | Inter-segment | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 0.1 | 0.7 | 0.2 | 0.7 |
LATAM | Operating Segments | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 202 | 168.2 | 586.9 | 453.3 |
Adjusted EBITDA | $ 17.3 | $ 15.7 | $ 49.7 | $ 44.6 |
Segments - Reconciliation of Ne
Segments - Reconciliation of Net Income (Loss) to Adjusted EBITDA (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Segment Reporting [Abstract] | ||||
Net income | $ 130 | $ 84.4 | $ 473.7 | $ 303.8 |
Depreciation | 32.8 | 36.7 | 97.9 | 117.8 |
Amortization | 12 | 12.4 | 35.8 | 38.7 |
Interest expense, net | 26.8 | 22.2 | 71.2 | 74.5 |
Income tax expense | 52.6 | 37.7 | 175.9 | 82.3 |
EBITDA | 254.2 | 193.4 | 854.5 | 617.1 |
Other operating expenses, net | 5.7 | 17.7 | 26.7 | 91.8 |
Other income, net | (0.6) | (1.1) | (11) | (33.1) |
Impairment charges | 0.3 | 0.9 | 0.3 | 3 |
Gain on sale of business | 0 | 0 | 0 | (88.2) |
Adjusted EBITDA | $ 259.6 | $ 210.9 | $ 870.5 | $ 590.6 |
Subsequent events (Details)
Subsequent events (Details) € in Millions, shares in Millions, $ in Millions | Oct. 27, 2022 USD ($) | Nov. 03, 2022 shares | Nov. 01, 2022 USD ($) | Oct. 27, 2022 EUR (€) | Nov. 30, 2021 USD ($) |
The 2021 Stock Repurchase Plan | |||||
Subsequent Event [Line Items] | |||||
Stock repurchase program, authorized amount | $ 500 | ||||
ASR with Goldman | Forecast | |||||
Subsequent Event [Line Items] | |||||
Stock repurchase program, initial delivery (in shares) | shares | 5.8 | ||||
Stock repurchase program, percent of notional value of the ASR divided by closing price of common stock | 75% | ||||
Subsequent Event | The 2021 Stock Repurchase Plan | |||||
Subsequent Event [Line Items] | |||||
Stock repurchase program, authorized amount increase | $ 1,000 | ||||
Subsequent Event | ASR with Goldman | |||||
Subsequent Event [Line Items] | |||||
Stock repurchase program, authorized amount | $ 200 | ||||
Subsequent Event | Senior Secured ABL Credit Facility | |||||
Subsequent Event [Line Items] | |||||
Debt instrument, term | 5 years | ||||
Aggregate principal amount | $ 1,600 | ||||
Subsequent Event | Senior Secured Term Loan Facility | |||||
Subsequent Event [Line Items] | |||||
Debt instrument, term | 5 years | ||||
Aggregate principal amount | $ 200 | ||||
Subsequent Event | European ABL Facility | |||||
Subsequent Event [Line Items] | |||||
Debt instrument, face amount | € | € 200 |