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As filed with the Securities and Exchange Commission on May 26, 2015.
Registration No. 333-197085

 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Amendment No. 5
to
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

Univar Inc.
(Exact Name of Registrant as Specified in its Charter)

 
					
Delaware	 	5169	 	26-1251958	
(State or other jurisdiction of
incorporation)	 	(Primary Standard Industrial
Classification Code Number)	 	(I.R.S. Employer
Identification No.)	
3075 Highland Parkway, Suite 200
Downers Grove, IL 60515
331-777-6000
(Address, including Zip Code, and Telephone Number, including Area Code, of Registrant’s Principal Executive Offices)

Stephen N. Landsman, Esq.
Executive Vice President, General Counsel and Secretary
3075 Highland Parkway, Suite 200
Downers Grove, IL 60515
331-777-6000
(Name, Address, including Zip Code, and Telephone Number, including Area Code, of Agent for Service)

With a copy to:

Steven J. Slutzky, Esq.
Debevoise & Plimpton LLP
919 Third Avenue
New York, New York 10022
(212) 909-6000	 	Kirk A. Davenport II, Esq.
Wesley C. Holmes, Esq.
Latham & Watkins LLP
885 Third Avenue
New York, New York 10022
(212) 906-1200	

Approximate date of commencement of proposed sale of the securities to the public:
As soon as practicable after this Registration Statement becomes effective.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.   ¨
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.   ¨
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.   ¨
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.   ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	 	¨	  	Accelerated filer	 	¨	
				
Non-accelerated filer	 	x   (Do not check if a smaller reporting company)	  	Smaller reporting company	 	¨	

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until this registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

 

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The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.
 
Subject to Completion. Dated May 26, 2015.
                Shares

Univar Inc.
Common Stock

This is an initial public offering of shares of common stock of Univar Inc.
Univar Inc. is offering                 shares of its common stock.
Prior to this offering, there has been no public market for our common stock. It is currently estimated that the initial public offering price per share will be between $             and $            . We have applied to list our shares of common stock on the New York Stock Exchange under the symbol “UNVR”.

See “ Risk Factors ” beginning on page 13 to read about factors you should consider before buying shares of our common stock.
Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

 	  	Per
Share	 	  	Total	 	
Initial public offering price	  	$	            	  	  	$	            	  	
Underwriting discounts and commissions (1)	  	$	 	  	  	$	 	  	
Proceeds, before expenses, to us	  	$	 	  	  	$	 	  	
 
(1)	We refer you to “Underwriting (Conflict of Interest)” on page 150 of this prospectus for additional information regarding underwriter compensation.	
To the extent that the underwriters sell more than                 shares of our common stock, the underwriters have the option to purchase up to an additional                 shares of our common stock from us at the initial public offering price less the underwriting discount.
The underwriters expect to deliver the shares against payment in New York, New York on or about                 , 2015.

 

Deutsche Bank Securities	 	Goldman, Sachs & Co.	 	BofA Merrill Lynch	

Barclays	 	Credit Suisse	 	J.P. Morgan	 	Jefferies	 	Morgan Stanley	

Prospectus dated                 , 2015.

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Table of Contents
 TABLE OF CONTENTS

 	  	Page	 	
Special Note Regarding Forward-Looking Statements and Information	  	 	ii	  	
Market and Industry Data	  	 	iv	  	
Trademarks, Service Marks and Brand Names	  	 	iv	  	
Supplemental Information	  	 	iv	  	
Prospectus Summary	  	 	1	  	
Risk Factors	  	 	13	  	
Use of Proceeds	  	 	37	  	
Dividend Policy	  	 	38	  	
Capitalization	  	 	39	  	
Dilution	  	 	41	  	
Selected Consolidated Financial Data	  	 	42	  	
Management’s Discussion and Analysis of Financial Condition and Results of Operations	  	 	44	  	
Industry	  	 	83	  	
Business	  	 	87	  	
Management	  	 	110	  	
Executive Compensation	  	 	117	  	
Security Ownership of Certain Beneficial Owners and Management	  	 	140	  	
Certain Relationships and Related Party Transactions	  	 	143	  	
Description of Capital Stock	  	 	145	  	
Shares of Common Stock Eligible for Future Sale	  	 	150	  	
Description of Certain Indebtedness	  	 	152	  	
U.S. Federal Tax Considerations for Non-U.S. Holders	  	 	156	  	
Underwriting (Conflict of Interest)	  	 	159	  	
Legal Matters	  	 	167	  	
Where You Can Find More Information	  	 	167	  	
Experts	  	 	168	  	
Index to Consolidated Financial Statements	  	 	F-1	  	

We and the underwriters have not authorized anyone to provide you with additional information or information different from that contained in this prospectus. We are offering to sell, and seeking offers to buy, shares of our common stock only in jurisdictions where offers and sales are permitted.

Through and including                 , 2015, the 25th day after the date of this prospectus, all dealers effecting transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to a dealer’s obligation to deliver a prospectus when acting as an underwriter and with respect to an unsold allotment or subscription.
 
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 SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS AND INFORMATION
This prospectus contains forward-looking statements. Some of the forward-looking statements can be identified by the use of forward-looking terms such as “believes,” “expects,” “may,” “will,” “should,” “could,” “seeks,” “intends,” “plans,” “estimates,” “anticipates” or other comparable terms. These forward-looking statements include all matters that are not historical facts. They appear in a number of places throughout this prospectus and include statements regarding our intentions, beliefs or current expectations concerning, among other things, our results of operations, financial condition, liquidity, prospects, growth strategies and the industries in which we operate and including, without limitation, statements relating to our estimated or anticipated financial performance or results.
Forward-looking statements are subject to known and unknown risks and uncertainties, many of which may be beyond our control. We caution you that forward-looking statements are not guarantees of future performance and that our actual results of operations, financial condition and liquidity, and the development of the industries in which we operate may differ materially from those made in or suggested by the forward-looking statements contained in this prospectus. In addition, even if our results of operations, financial condition and liquidity, and the development of the industries in which we operate are consistent with the forward-looking statements contained in this prospectus, those results or developments may not be indicative of results or developments in subsequent periods. A number of important factors could cause actual results to differ materially from those contained in or implied by the forward-looking statements, including those reflected in forward-looking statements relating to our operations and business and the risks and uncertainties discussed in “Risk Factors.” Factors that could cause actual results to differ from those reflected in forward-looking statements relating to our operations and business include:
 
 	•	 	general economic conditions, particularly fluctuations in industrial production;	
 
 	•	 	disruption in the supply of chemicals we distribute or our customers’ operations;	
 
 	•	 	termination of contracts or relationships by customers or producers on short notice;	
 
 	•	 	the price and availability of chemicals, or a decline in the demand for chemicals;	
 
 	•	 	our ability to pass through cost increases to our customers;	
 
 	•	 	trends in oil and gas prices;	
 
 	•	 	our ability to execute strategic investments, including pursuing acquisitions and/or dispositions, and successfully integrating and operating acquired companies;	
 
 	•	 	challenges associated with international operations, including securing producers and personnel, compliance with foreign laws and changes in economic or political conditions;	
 
 	•	 	our ability to effectively implement our strategies or achieve our business goals;	
 
 	•	 	exposure to interest rate and currency fluctuations;	
 
 	•	 	competitive pressures in the chemical distribution industry;	
 
 	•	 	our ability to implement and efficiently operate the systems needed to manage our operations;	
 
 	•	 	the risks associated with security threats, including cybersecurity threats;	
 
 	•	 	increases in transportation costs and changes in our relationship with third party carriers;	
 
 	•	 	the risks associated with hazardous materials and related activities;	
 
 	•	 	accidents, safety failures, environmental damage, product quality issues, major or systemic delivery failures involving our distribution network or the products we carry or adverse health effects or other harm related to the materials we blend, manage, handle, store, sell or transport;	
 
 	•	 	evolving laws and regulations relating to hydraulic fracturing;	
 
 	•	 	losses due to potential product liability claims and recalls and asbestos claims;	
 
 	•	 	compliance with extensive environmental, health and safety laws, including laws relating to the investigation and remediation of contamination, that could require material expenditures or changes in our operations;	
 
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 	•	 	general regulatory and tax requirements;	
 
 	•	 	operational risks for which we may not be adequately insured;	
 
 	•	 	ongoing litigation and other legal and regulatory actions and risks;	
 
 	•	 	potential impairment of goodwill;	
 
 	•	 	inability to generate sufficient working capital;	
 
 	•	 	loss of key personnel;	
 
 	•	 	labor disruptions and other costs associated with the unionized portion of our workforce;	
 
 	•	 	negative developments affecting our pension plans;	
 
 	•	 	the impact of labeling regulations;	
 
 	•	 	consolidation of our competitors; and	
 
 	•	 	our substantial indebtedness and the restrictions imposed by our debt instruments and indenture.	
You should read this prospectus, including the uncertainties and factors discussed under “Risk Factors” completely and with the understanding that actual future results may be materially different from expectations. All forward-looking statements made in this prospectus are qualified by these cautionary statements. These forward-looking statements are made only as of the date of this prospectus and we do not undertake any obligation, other than as may be required by law, to update or revise any forward-looking or cautionary statements to reflect changes in assumptions, the occurrence of events, unanticipated or otherwise and changes in future operating results over time or otherwise.
Comparisons of results between current and prior periods are not intended to express any future trends, or indications of future performance, unless expressed as such, and should only be viewed as historical data.
 
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 MARKET AND INDUSTRY DATA
All statements made in this prospectus regarding our position in the markets in which we operate, including market data, certain economics data and forecasts, were based upon publicly available information, surveys or studies conducted by third parties and other industry or general publications and our own estimates based on our management’s knowledge and experience in the chemical distribution industry and end markets in which we operate. Unless otherwise indicated or unless the context so requires, all information on the markets in which we operate, including market data, certain economics data and forecasts, were based upon the report titled “Specialty Chemical Distribution—Market Update” published by The Boston Consulting Group, or BCG, in April, 2014. Although we believe the information is accurate, we have not independently verified market and industry data from third party sources. This information cannot always be verified with complete certainty due to the limits on the availability and reliability of raw data, the voluntary nature of the data gathering process, and other limitations and uncertainties inherent in surveys of market size.

 TRADEMARKS, SERVICE MARKS AND BRAND NAMES
We use various trademarks, service marks and brand names, such as Univar, ChemPoint.com, Chemcare, Magnablend and the Univar logo that we deem particularly important to the advertising activities and operation of our business, and some of these marks are registered in the United States and, in some cases, other jurisdictions. This prospectus also refers to the trademarks, service marks and brand names of other companies. All trademarks, service marks and brand names cited in this prospectus are the property of their respective holders.

 SUPPLEMENTAL INFORMATION
Unless the context otherwise indicates or requires, as used in this prospectus, (i) the terms “we,” “our,” “us,” “Univar” and the “Company,” refer to Univar Inc. and its consolidated subsidiaries, and (ii) the term “issuer” refers to Univar Inc. exclusive of its subsidiaries.
Our fiscal year ends on December 31, and references to “fiscal” when used in reference to any twelve month period ended December 31, refer to our fiscal years ended December 31.
The term “GAAP” refers to accounting principles generally accepted in the United States of America.

 
 
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 PROSPECTUS SUMMARY
The following summary highlights information contained elsewhere in this prospectus and does not contain all of the information that you should consider before investing in shares of our common stock. You should read carefully this entire prospectus before making an investment decision.
Our Company
We are a leading global chemical distributor and provider of innovative value-added services. For the fiscal year ended December 31, 2014, we held the #1 market position in North America and the #2 market position in Europe. We source chemicals from over 8,000 producers worldwide and provide a comprehensive array of products and services to over 110,000 customer locations in over 150 countries. Our scale and broad geographic reach, combined with our deep product knowledge, end market expertise and our differentiated value-added services, provide us with a distinct competitive advantage and enable us to offer customers a “one-stop shop” for their chemical needs. As a result, we believe we are strategically positioned for growth and to increase our market share.
The global chemical distribution industry is large, fragmented and growing, as producers and customers increasingly realize the benefits of outsourcing. Chemical producers rely on us to improve their market access and geographic reach and to reduce complexity and costs within their organizations by outsourcing not only the distribution of their products but also many of the services that their customers require. Customers who purchase products and services from us benefit from a lower total cost of ownership, as they are able to simplify the chemical sourcing process and outsource a variety of functions such as packaging, inventory management, mixing, blending and formulating.
Since hiring our President and CEO, Erik Fyrwald, in May 2012, we have implemented a series of transformational initiatives to drive growth and operating performance. These initiatives include:
 
 	•	 	focusing increased efforts on strengthening our market, technical and product expertise in attractive, high-growth industry sectors;	
 
 	•	 	increasing and enhancing our value-added services, which have higher margins and are growing at a faster rate than chemical product sales;	
 
 	•	 	undertaking a series of measures to drive operational excellence, such as enhancing our supply chain and logistical expertise, our global sourcing capabilities and our working capital efficiency;	
 
 	•	 	pursuing commercial excellence programs, including significantly increasing our global sales force and establishing a performance driven sales culture; and	
 
 	•	 	continuing to improve upon our distribution industry leadership in safety performance, which serves as a differentiating factor for both producers and our customers.	
As a result of these initiatives, we believe we are well-positioned to continue to capture market share and improve our margins. In the twelve months ended March 31, 2015, we generated $10.2 billion in net sales and $641.8 million in Adjusted EBITDA. For a reconciliation of Adjusted EBITDA to net income (loss), see “—Summary Consolidated Financial and Operating Data.”
While we seek to grow volumes across our business, our enhanced focus on end markets and regions with the most attractive growth prospects is a key element of our strategy, as demand within the majority of these end markets and regions is growing faster than overall global chemical distribution demand. We are focusing increased efforts on strengthening our market, technological and product expertise in attractive, high-growth end markets, such as oil, gas and mining, water treatment, agricultural sciences, food ingredients, pharmaceutical ingredients and personal care. We intend to grow our oil, gas and mining businesses in North America and

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internationally by increasing our customer base and leveraging our existing relationships with our largest oil, gas and mining customers, including the top three oil and gas service companies, to access other markets such as the Middle East and Mexico. We have improved our position in water treatment products and services in multiple end markets, including food ingredients and chemical manufacturing, by hiring highly experienced personnel with strong producer and customer relationships and expanding our product knowledge and service offerings. Our water treatment sales in 2013 represented over 5% of total sales and we believe that we are well positioned to capitalize on the expected 4% CAGR in global water consumption from 2013 to 2018. In addition, we continue to expand our presence within high-growth emerging markets such as China, Mexico and Brazil, as overall chemical consumption growth within these regions is expected to exceed global growth rate levels.
The following charts illustrate the geographical and end market diversity of our 2014 net sales:

2014 Net Sales by Region		2014 Net Sales by End Market	

We maintain strong, long-term relationships with both producers and our customers, many of which span multiple decades. We source materials from thousands of producers worldwide, including global leaders such as Dow Chemical Company, ExxonMobil, Eastman Chemical Company, LyondellBasell, Dow Corning, BASF and Formosa Chemicals. Our 10 largest producers accounted for approximately 32% of our total chemical expenditures in 2014. Similarly, we sell products to thousands of customers globally, ranging from small and medium-sized businesses to large industrial customers, including Akzo Nobel, Dow Chemical Company, Henkel, Ecolab, PPG, Valero Energy, FMC Corporation, Georgia-Pacific and Kellogg Company. Our top ten customers accounted for approximately 13% of our consolidated net sales for the year ended December 31, 2014.

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Our Segments
Our business is organized and managed in four geographical segments: Univar USA, or USA, Univar Canada, or Canada, Univar Europe and the Middle East and Africa, or EMEA, and Rest of the World, or Rest of World, which includes developing markets in Latin America, including Brazil and Mexico, and the Asia-Pacific region. The following table presents key operating metrics for each of these segments:

 	 	USA	 	 	 	Canada	 	EMEA	 	Rest of World	
2014 net sales(a)	 	$6,081 million	 		 	$1,512 million	 	$2,230 million	 	$550 million	
						
2014 Adjusted
EBITDA(b)	 	$438 million	 		 	$107 million	 	$85 million	 	$18 million	
						
    % margin(c)	 	7.2%	 		 	7.1%	 	3.8%	 	3.3%	
						
2013 Est. addressable market size	 	$34 billion	 		 	$5 billion	 	$78 billion	 	$106 billion	
						
2013 Est. market share(d)	 	17.9%	 		 	30.2%	 	2.9%	 	Various(e)	
						
2013 Est. market position	 	#1(f)	 		 	#1(f)	 	#2	 	Various(e)	
						
Top 3 as % of total market	 		 	39.8%(g)	 		 	12.1%	 	<10%(e)	
						
Historical market growth
(2008 – 2013)	 		 	2.6%(g)	 		 	4.7%	 	12.7%	
						
Market growth outlook
(2013 – 2018)	 		 	4.9%(g)	 		 	4.4%	 	6.7%	
						
Network	 	498 distribution facilities
2,527 tractors, tankers, and trailers
104 rail / barge terminals
17 deep sea terminals	 		 	148 distribution facilities
76 tractors, tankers, and trailers
13 rail / barge terminals
1 deep sea terminal	 	192 distribution facilities
201 tractors, tankers, and trailers
9 rail/barge terminals
13 deep sea terminals	 	45 distribution facilities
197 tractors, tankers and trailers
1 rail/barge terminal 7 deep sea terminals	
 
(a)	Amounts represent external sales, which exclude inter-segment sales.	
(b)	For a reconciliation of Adjusted EBTIDA to net income (loss), see “—Summary Consolidated Financial and Operating Data.”	
(c)	Percent margin is calculated as 2014 Adjusted EBITDA divided by 2014 net sales.	
(d)	Estimated market share is calculated as 2014 net sales divided by estimated addressable market size.	
(e)	Majority of emerging markets are highly fragmented with the top three producers accounting for less than 10% of total market.	
(f)	We are #1 in North America according to BCG. We believe that we are #1 in each of the United States and Canada.	
(g)	Metric represents figure for North America.	
Industry Overview
The global chemical industry represents over $3.4 trillion in annual consumption. The industry is highly fragmented, with more than 100,000 producers supplying chemicals utilized in manufacturing a broad array of products in a diverse range of end markets. In order to supply the diversity of chemicals required in manufacturing chemical products, producers typically utilize a combination of direct sales and outsourced distribution, depending on the properties of their products and their customers’ requirements. The addressable market for chemical distributors, which excludes chemicals delivered through pipelines, is estimated to be $2.3 trillion, of which $223 billion, or 9.7%, is funneled through approximately 10,000 third-party chemical distributors. Between 2008 and 2013, overall chemical consumption grew at a 4.4% CAGR. As a result of the increased use of chemical distributors, which grew from 9.1% of the addressable chemical distribution market in 2008 to 9.7% in 2013, the amount of chemicals funneled through distributors grew at a 6.5% CAGR. As this trend continues, the global chemical distribution market is expected to expand at a 5.6% CAGR through 2018, which we expect will continue to outpace overall growth in the chemical industry.
The chemical distribution industry is characterized by high barriers to entry, including significant capital investments required for transportation and storage infrastructure, an increasingly complex regulatory, environmental and safety landscape and the need for specialized institutional product knowledge and market

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intelligence that require significant time and effort to cultivate. Additionally, scale provides significant advantages in the chemical distribution industry due to purchasing power derived from volume based discounts available to large distributors and the fact that most chemical producers and customers are seeking to streamline their supply chain and prefer established chemical distributors with the most comprehensive product and service offerings and broadest geographic reach.
Our Competitive Strengths
We believe that we benefit significantly from the following competitive strengths:
Leading global market position in a highly attractive, growing industry
We are well positioned to benefit from the anticipated growth of the chemical distribution market due to our scale, geographic reach, broad product offerings, product knowledge and market expertise, as well as our differentiated value-added service offerings. With a #1 market position in both the United States and Canada and a #2 market position in Europe, we are one of the world’s leading chemical distribution companies. We continue to focus on increasing our market share through organic growth, marketing alliances and strategic acquisitions in both established markets, such as the United States, which is experiencing a resurgence in chemical manufacturing, and high-growth emerging markets, such as the Asia-Pacific region, Latin America and the Middle East. We are also well positioned in attractive and high-growth end markets, including oil, gas and mining, water treatment, agricultural sciences, food ingredients, pharmaceutical ingredients and personal care.
Global sourcing and distribution network producing operational and scale efficiencies
With one of the most extensive chemical distribution networks in the world, we service an international customer base in both established and emerging markets, as well as in difficult-to-access areas such as wellsites in key oil and gas basins and the oil sands region of Northern Canada. Our purchasing power and global procurement relationships provide us with significant competitive advantages over local and regional competitors due to volume-based discounts we receive as well as our enhanced ability to manage our inventory and working capital.
Long-standing, strong relationships with a broad set of producers and customers
We believe that our scale, geographic reach, diversified distribution channels, broad product and value-added services offerings, as well as our deep technical expertise and knowledgeable sales force, have enabled us to develop strong, long-term relationships, often spanning several decades, with both producers and customers. We source chemicals from more than 8,000 producers, many of which are the premier global chemical producers, including Dow Chemical Company, ExxonMobil, Eastman Chemical Company, LyondellBasell, Dow Corning, BASF and Formosa Chemicals. We distribute products to over 110,000 customer locations, from small and medium-sized businesses to global industrial customers, including Akzo Nobel, Dow Chemical Company, Henkel, Ecolab, PPG, Valero Energy, FMC Corporation, Georgia-Pacific and Kellogg Company, across a diverse range of high-value and high-growth end markets.
Broad value-added service offerings driving customer loyalty
To complement our extensive product portfolio, we offer a broad range of value-added services, such as specialty product blending (Magnablend), automated tank monitoring and refill of less than truckload quantities (MiniBulk), chemical waste management (ChemCare) and digitally enabled marketing and sales (ChemPoint.com). Our deep technical expertise, combined with our knowledgeable sales force, allows us to provide tailored solutions to our customers’ specific needs. These value-added services have higher margins than our chemical product sales.

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Strategically positioned assets and sales force focused on high-growth end markets.
We have successfully focused our sales organization and operating assets to target high-growth end markets, including oil, gas and mining, water treatment, agricultural sciences, food ingredients, pharmaceutical ingredients and personal care. We have dedicated sales teams composed of professionals with technical and industry specific expertise, allowing us to connect a broad set of chemical producers to a broad set of end-user markets. Along with our broad end market exposure, we touch a majority of the manufacturing and industrial production sectors in the United States. Our close proximity to customers serves as a competitive advantage and we believe that nearly 100% of U.S. manufacturing GDP is located within 150 miles of a Univar location. In addition, the resurgence of industrial water treatment requirements in the oil and gas, mining and power generation industries, combined with increased demand for drinking and waste water treatment, has driven an increase in demand for the water treatment chemicals we distribute. We believe our technical expertise and the value-added services we provide to municipalities and industrial users will continue to deliver market share gains in our water vertical.
Resilient business platform with significant growth potential
We believe that the combination of our large geographic footprint, end market diversity, fragmented producer and customer base and broad product offerings provides us with a resilient business platform that enhances our flexibility and ability to take advantage of growth opportunities. We buy thousands of different chemical products in bulk quantities, process them, repack them in quantities that are matched to the needs of our customers, sell them and deliver them to customer locations in over 150 countries. In addition to our vast geographic reach, we serve a wide range of end markets with over 30,000 products and have no major exposure to any single end market or customer. We believe that the combination of our disciplined approach to cost control, our active asset management strategy and our low capital expenditure requirements has resulted in a strong business platform that is well positioned for growth and adaptable to changing industry dynamics.
Experienced and proven management team
Our management team is led by our Chief Executive Officer, Erik Fyrwald, formerly the President and Chief Executive Officer of Nalco Holding Company and President of Ecolab, Inc., who has over 30 years of experience in the chemical and distribution industries. Since mid-2012, our senior management team has implemented an enhanced business strategy and successfully transformed our pricing structure, sales force, capital efficiency and acquisition and integration strategy.
Our Growth Strategy
The key elements of our growth strategy are to:
Leverage our market leading position to grow organically in existing and new geographies and end markets
We seek to build upon our position as a global market leader by leveraging our scale and global network to capitalize on market opportunities as major chemical producers outsource an increasing portion of their distribution operations and rationalize their distributor relationships. Because many producers and our customers look for distributors with specialized industry or product knowledge, we will continue to develop our technical and industry-specific expertise to become the preferred distributor for an even broader range of chemical producers and customers in existing and new markets.
Focus on continued development of innovative value-added services
We are focused on developing and offering a range of value-added services that provide efficiency gains for producers and lower the total cost of ownership for our customers. We will also continue to partner with

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customers to develop tailored solutions to meet their specific requirements. Our high-growth and value-added service offerings, including Magnablend, MiniBulk, ChemCare and ChemPoint.com, are key differentiators for us relative to our competitors and also enhance our profitability and growth prospects.
Pursue commercial excellence initiatives
We intend to continue to identify areas where we can improve our sales strategy to drive growth. We are currently focused on implementing a number of key commercial excellence programs which include strengthening our sales planning and execution process by investing in and developing our sales force talent, product knowledge and end market expertise, as well as focusing our sales force on high-growth, high-value end markets. We are also expanding our utilization of proprietary intelligent mobile sales force tools which provide market and customer insights and pricing analytics, to drive improved productivity and profitability for producers and us.
Continue to implement additional productivity improvements and operational excellence initiatives
We are committed to continued operational excellence and have implemented several initiatives to further improve operating performance and margins. We are focused on improving our procurement organization through the implementation of robust inventory planning and stocking systems, and we are in the process of centralizing and consolidating our indirect-spend, including third party transportation, in an effort to reduce costs and improve the reliability and level of service we offer customers. In EMEA, we are undertaking a commercial realignment of our business, from a country-based structure to a pan-European platform, with increased focus on key growth markets, local knowledge and local profitability.
Undertake selective acquisitions and ventures
We will continue to evaluate selective acquisitions and ventures in both developed and emerging markets to complement our organic growth initiatives. We seek acquisition opportunities to increase our market share in key regions and end markets, in addition to expanding our product portfolio and our value-added services capabilities.
Risk Factors
An investment in our common stock involves a high degree of risk. Any of the factors set forth under “Risk Factors” may limit our ability to successfully execute our business strategy, and you should carefully consider all of the information set forth in this prospectus in deciding whether to invest in shares of our common stock. These risks are discussed more fully under the caption “Risk Factors” and include, but are not limited to, the following:
 
 	•	 	potential disruption in the supply of chemicals we distribute or in the operations of our customers, which could negatively impact our relationships with producers and our customers and diminish our ability to grow organically in our end markets;	
 
 	•	 	our inability to manage our international operations effectively, including managing the risks related to international activities and foreign currency exchange rates, which could undermine the strategic positioning of our assets and our strategy of growing in existing and new geographies;	
 
 	•	 	accidents, safety failures, environmental damage, product quality issues, major or systemic delivery failures or adverse health effects or other harm related to the hazardous materials we blend, manage, store, sell, transport or dispose of, which could negatively impact the appeal of our value-added services and our ability to continue to develop our value-added services;	
 
 	•	 	compliance with and changes to environmental, health and safety laws, including laws relating to the investigation and remediation of contamination;	

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 	•	 	negative developments affecting our pension plans;	
 
 	•	 	despite our leading global market position, we have incurred net losses for each of the past five fiscal years, which could negatively impact our ability to pursue commercial excellence initiatives and to implement productivity improvements and operational excellence initiatives;	
 
 	•	 	as of March 31, 2015, on a pro forma basis, after giving effect to this offering and the application of proceeds as described under “Use of Proceeds,” we would have had $                 of total indebtedness outstanding, which carries a significant interest payment burden and could negatively impact our ability to undertake selective acquisitions and ventures;	
 
 	•	 	inability to carry forward the tax benefits of our historical NOLs, which may negatively impact our net income and cash flow; and	
 
 	•	 	litigation and other proceedings, including those related to asbestos.	
Ownership
Because of our ownership structure, we expect to be a “controlled company” for the purposes of the New York Stock Exchange, or the NYSE, upon the consummation of this offering.
Clayton, Dubilier & Rice, LLC
Founded in 1978, Clayton, Dubilier & Rice, LLC, or CD&R, is a private equity firm composed of a combination of financial and operating executives pursuing an investment strategy predicated on building stronger, more profitable businesses. Since inception, CD&R has managed the investment of more than $19 billion in 59 businesses with an aggregate transaction value of more than $90 billion. CD&R has a disciplined and clearly defined investment strategy with a special focus on multi-location services and distribution businesses. CD&R has a long history of investing in market-leading distribution businesses, including VWR International, a leading global distributor of laboratory supplies, US Foods, the second largest broadline foodservice distributor in the United States, Rexel, the leading distributor worldwide of electrical supplies, Diversey, a leading global manufacturer and distributor of commercial cleaning, sanitation and hygiene solutions, and AssuraMed, a specialty retailer and distributor of medical supplies.
CVC Capital Partners Advisory (U.S.), Inc.
Founded in 1981, CVC Capital Partners Advisory (U.S.), Inc., or CVC, is one of the world’s leading private equity and investment advisory firms. CVC is a private equity and investment advisory firm with approximately $50 billion of capital under management and a network of 22 offices throughout Europe, Asia and the United States. Since its founding in 1981, CVC has completed over 300 investments in a wide range of industries and countries. CVC’s current investments in the U.S. include Univar, Pilot Flying J, BJ’s Wholesale Club, Leslie’s Poolmart, AlixPartners and Cunningham Lindsey.
Corporate Information
Univar Inc. is a Delaware corporation. Our principal executive offices are located at 3075 Highland Parkway, Suite 200, Downers Grove, IL 60515 and our telephone number at that address is (331) 777-6000. Our website is www.univar.com. Information on, and which can be accessed through, our website is not incorporated in this prospectus.

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 THE OFFERING
 
Issuer	Univar Inc.	
 
Common stock offered by us	                shares.	
 
Option to purchase additional shares of common stock from us	                shares.	
 
Common stock outstanding immediately after the offering	                shares.	
 
Use of proceeds	We estimate that the net proceeds we will receive from the sale of                 shares of our common stock in this offering, after deducting underwriter discounts and commissions and estimated offering expenses payable by us, assuming the shares are sold at the midpoint of the range on the cover of the prospectus, will be approximately $                , or $                 if the underwriters’ exercise their option to purchase additional shares in full.	
 
 	As described in “Use of Proceeds,” we intend to use the net proceeds of this offering to (i) redeem, repurchase or otherwise acquire or retire $                million of our outstanding 2017 Subordinated Notes and $                million of our outstanding 2018 Subordinated Notes, (ii) pay related fees and expenses, (iii) pay CVC and CD&R, or the Equity Sponsors, an aggregate fee of approximately $26 million to terminate the consulting agreements described below under “Certain Relationships and Related Party Transactions—Consulting Agreements” and (iv) to use the remaining proceeds, if any, for general corporate purposes.	
 
Dividends	We currently expect to retain future earnings, if any, for use in the operation and expansion of our business and the repayment of debt and do not anticipate paying any cash dividends in the foreseeable future. See “Dividend Policy.”	
 
Proposed NYSE trading symbol	“UNVR”.	
 
Conflict of Interest	Because an affiliate of Goldman, Sachs & Co. will receive 5% or more of the net proceeds of this offering due to the use of a portion of the proceeds to redeem our 2017 Subordinated Notes and our 2018 Subordinated Notes, Goldman, Sachs & Co. is deemed to have a “conflict of interest” within the meaning of Rule 5121 of the Financial Industry Regulatory Authority, Inc., or FINRA. Accordingly, this offering will be conducted in accordance with Rule 5121, which requires, among other things, that a “qualified independent underwriter” participate in the preparation of, and exercise the usual standards of “due diligence” with respect to, the registration statement and this prospectus. Deutsche Bank Securities Inc. has agreed to act as a qualified independent underwriter for this	

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 	offering and to undertake the legal responsibilities and liabilities of an underwriter under the Securities Act, specifically including those inherent in Section 11 thereof. Deutsche Bank Securities Inc. will not receive any additional fees for serving as a qualified independent underwriter in connection with this offering. We have agreed to indemnify Deutsche Bank Securities Inc. against liabilities incurred in connection with acting as a qualified independent underwriter, including liabilities under the Securities Act. See “Underwriting (Conflict of Interest)—Conflict of Interest.”	
 
Risk Factors	See “Risk Factors” and other information included in this prospectus for a discussion of factors that you should carefully consider before deciding to invest in shares of our common stock.	
The number of shares of our common stock to be outstanding immediately following this offering is based on                  shares outstanding as of                 , 2015 and excludes any shares to be reserved for issuance under our stock option plans that may be adopted prior to the completion of this offering.
Unless otherwise indicated, all information in this prospectus:
 
 	•	 	reflects a                 for                 reverse stock split of our shares of common stock;	
 
 	•	 	assumes the issuance of                 shares of our common stock in this offering;	
 
 	•	 	assumes no exercise by the underwriters of their option to purchase additional shares;	
 
 	•	 	excludes                 shares of common stock issuable upon exercise of options outstanding as of March 31, 2015 at a weighted average exercise price of $         per share, of which                 shares were exercisable as of March 31, 2015;	
 
 	•	 	excludes                 shares of unvested restricted stock;	
 
 	•	 	excludes                 shares of common stock reserved for future issuance under the Plan (as defined herein);	
 
 	•	 	assumes that the initial public offering price of our common stock will be $                 per share, which is the midpoint of the range set forth on the cover page of this prospectus; and	
 
 	•	 	gives effect to amendments to our certificate of incorporation and by-laws to be adopted upon the completion of this offering.	
Depending on market conditions at the time of pricing and other considerations, we may sell fewer or more shares of common stock than the number set forth in the cover page of this prospectus.

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 SUMMARY CONSOLIDATED FINANCIAL AND OPERATING DATA
The following table presents our summary consolidated financial and operating data as of and for the periods indicated. The summary consolidated financial data for the fiscal years ended December 31, 2014, 2013 and 2012 have been derived from our audited consolidated financial statements included elsewhere in this prospectus. The summary consolidated financial data as of March 31, 2015 and for the three months ended March 31, 2015 and 2014 have been derived from our unaudited condensed consolidated financial statements included elsewhere in this prospectus. In the opinion of our management, our unaudited condensed consolidated financial statements contain all adjustments necessary for a fair presentation of our financial position, results of our operations and cash flows. Our historical consolidated financial data may not be indicative of our future performance.
This “Summary Consolidated Financial and Operating Data” should be read in conjunction with “Selected Consolidated Financial Data,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and related notes included elsewhere in this prospectus.

 		Fiscal Year Ended	 		Three Months Ended	 	
 		December 31,
2014	 		December 31,
2013	 		December 31,
2012	 		March 31,
2015	 		March 31,
2014	 	
 		(Dollars in millions, except share and per share data)	 	
 		(audited)	 		(unaudited)	 	
Consolidated Statements of Operations:																					
Net sales		$	 10,373.9	  		$	10,324.6	  		$	9,747.1	  		$	 2,299.1	  		$	 2,516.4	  	
Cost of goods sold (exclusive of depreciation)		 	8,443.2	  		 	8,448.7	  		 	7,924.6	  		 	1,837.5	  		 	2,044.0	  	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Gross profit		 	1,930.7	  		 	1,875.9	  		 	1,822.5	  		 	461.6	  		 	472.4	  	
Operating expenses:																					
Outbound freight and handling expenses		 	365.5	  		 	326.0	  		 	308.2	  		 	84.5	  		 	87.8	  	
Warehousing, selling and administrative		 	923.5	  		 	951.7	  		 	907.1	  		 	231.4	  		 	239.0	  	
Other operating expenses, net		 	197.1	  		 	12.0	  		 	177.7	  		 	8.1	  		 	21.7	  	
Depreciation		 	133.5	  		 	128.1	  		 	111.7	  		 	32.0	  		 	30.6	  	
Amortization		 	96.0	  		 	100.0	  		 	93.3	  		 	21.9	  		 	23.7	  	
Impairment charges(2)		 	0.3	  		 	135.6	  		 	75.8	  		 	—  	  		 	—  	  	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Total operating expenses		 	1,715.9	  		 	1,653.4	  		 	1,673.8	  		 	377.9	  		 	402.8	  	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Operating income		 	214.8	  		 	222.5	  		 	148.7	  		 	83.7	  		 	69.6	  	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Other (expense) income																					
Interest income		 	8.2	  		 	11.0	  		 	9.0	  		 	1.2	  		 	2.4	  	
Interest expense		 	(258.8	) 		 	(305.5	) 		 	(277.1	) 		 	(64.4)	  		 	(66.3)	  	
Loss on extinguishment of debt		 	(1.2	) 		 	(2.5	) 		 	(0.5	) 		 	—  	  		 	(1.2	) 	
Other income (expense), net		 	1.1	  		 	(17.6	) 		 	(1.9	) 		 	6.8	  		 	(1.9	) 	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Total other expense		 	(250.7	) 		 	(314.6	) 		 	(270.5	) 		 	(56.4	) 		 	(67.0	) 	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Income (loss) before income taxes		 	(35.9	) 		 	(92.1	) 		 	(121.8	) 		 	27.3	  		 	2.6	  	
Income tax expense (benefit)		 	(15.8	) 		 	(9.8	) 		 	75.6	  		 	7.6	  		 	5.4	  	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Net income (loss)		 	(20.1	) 		$	(82.3	) 		$	(197.4	) 		$	19.7	  		$	(2.8	) 	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Net income (loss) per common share:																					
Basic and diluted		$	(0.10	) 		$	(0.42	) 		$	(1.01	) 		$	0.10	  		$	(0.01	) 	
Weighted average common shares used in computing net income (loss) per share:																					
Basic		 	197,892,352	  		 	197,060,636	  		 	195,186,585	  		 	198,237,303	  		 	197,746,968	  	
Diluted		 	197,892,352	  		 	197,060,636	  		 	195,186,585	  		 	199,205,264	  		 	197,746,968	  	
Pro forma (as adjusted) net income (loss) per share(3):																					
Basic and Diluted																					
Weighted average common shares used in computing pro forma (as adjusted) net income (loss) per share(3):																					
Basic and Diluted																					

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 	 	As of	 	 	As of	 	
 	 	March 31, 2015
(actual)	 	 	March 31, 2015
(as adjusted)(1)	 	
 	 	(Dollars in millions)	 	
 	 	(unaudited)	 	
Balance sheet data:	 				 				
Cash and cash equivalents	 	$	181.4	  	 	$	                	  	
Total assets	 	 	5,916.3	  	 				
Long-term obligations	 	 	4,222.4	  	 				
Stockholders’ equity	 	 	150.2	  	 				

 	  	Fiscal Year Ended	 	 	Three Months Ended	 	
 	  	December 31,
2014	 	 	December 31,
2013	 	 	December 31,
2012	 	 	March 31,
2015	 	 	March 31,
2014	 	
 	  	(Dollars in millions)	 	
 	  	(audited)	 	 	(unaudited)	 	
Other financial data:	  				 				 				 				 				
Capital expenditures	  	$	113.9	  	 	$	141.3	  	 	$	170.1	  	 	$	31.9	  	 	$	24.9	  	
Adjusted EBITDA(4)	  	 	641.7	  	 	 	598.2	  	 	 	607.2	  	 	 	145.7	  	 	 	145.6	  	
Adjusted EBITDA margin(4)	  	 	6.2	% 	 	 	5.8	% 	 	 	6.2	% 	 	 	6.3	% 	 	 	5.8	% 	

(1)	The balance sheet data as of March 31, 2015 are presented on an as adjusted basis to give effect to the sale by us of shares of our common stock in this offering at an assumed initial public offering price of $         per share the midpoint of the price range set forth on the cover of this prospectus (and after deducting estimated underwriting discounts and commissions and offering expenses payable by us) and the use of the net proceeds therefrom as described in “Use of Proceeds.” A $1.00 increase or decrease in the assumed initial public offering price of $         per share (the midpoint of the price range set forth on the front cover of this prospectus) would increase or decrease other operating expenses, net by $        , interest expense by $        , net income by $        , net income per share by $        , cash and cash equivalents by $        , total assets by $        , long-term obligations by $ and stockholders’ equity by $        .	
(2)	The 2014 impairment charges primarily related to impairments of idle properties and equipment. The 2013 impairment charges primarily related to the write-off of goodwill related to the Rest of World segment as well as the write-off of capitalized software costs related to a global enterprise resource planning, or ERP, system. The 2012 impairment charges primarily related to the impairment of goodwill in the EMEA segment. See “Note 12: Goodwill and intangible assets” from our audited consolidated financial statements and related notes included elsewhere in this prospectus for further information.	
(3)	Reflects a                 for                 reverse stock split of our outstanding shares of common stock to be effected prior to the completion of this offering.	
(4)	In addition to our net income (loss) determined in accordance with GAAP, we evaluate operating performance using Adjusted EBITDA, which we define as our consolidated net income (loss), plus the sum of interest expense, net of interest income, income tax expense (benefit), depreciation, amortization, other operating expenses, net (which primarily consists of pension mark to market adjustments, acquisition and integration related expenses, employee stock-based compensation expense, redundancy and restructuring costs, advisory fees paid to stockholders, and other unusual or non-recurring expenses), impairment charges, loss on extinguishment of debt and other income (expense), net (which consists of gains and losses on foreign currency transactions and undesignated derivative instruments, ineffective portion of cash flow hedges, debt refinancing costs and other nonoperating activity). We define Adjusted EBITDA margin as Adjusted EBITDA as a percentage of net sales.	
 
    	We believe that Adjusted EBITDA is an important indicator of operating performance because we report Adjusted EBITDA to our lenders as required under the covenants of our credit agreements. Adjusted EBITDA excludes the effects of income taxes, as well as the effects of financing and investing activities by eliminating the effects of interest, depreciation and amortization expenses. We consider gains (losses) on the acquisition, disposal and impairment of assets as resulting from investing decisions rather than ongoing operations; and other significant items, while periodically affecting our results, may vary significantly from	

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 	period to period and have a disproportionate effect in a given period, which affects comparability of our results. We also present Adjusted EBITDA in this prospectus as a supplemental performance measure because we believe that this measure provides investors and securities analysts with important supplemental information with which to evaluate our performance and to enable them to assess our performance on the same basis as management.	
 
    	Adjusted EBITDA should not be considered as an alternative to net income (loss) or other performance measures presented in accordance with GAAP, or as an alternative to cash flow from operations as a measure of our liquidity. Adjusted EBITDA does not represent net income (loss) or cash flow from operations as those terms are defined by GAAP and does not necessarily indicate whether cash flows will be sufficient to fund cash needs. Adjusted EBITDA as used in this prospectus should not be confused with “Compensation Adjusted EBITDA” used for calculating incentive compensation under our benefit plans as described in “Executive Compensation.”	
 
    	We caution readers that amounts presented in accordance with our definition of Adjusted EBITDA may not be comparable to similar measures disclosed by other companies, because of differing methods used by other companies in calculating Adjusted EBITDA. For a complete discussion of the method of calculating Adjusted EBITDA and its usefulness, refer to “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Key Business Metrics—Adjusted EBITDA,” included elsewhere in this prospectus. The following is a quantitative reconciliation of Adjusted EBITDA to the most directly comparable GAAP financial performance measure, which is net income (loss):	

 	  	Fiscal Year Ended	 	 	Three Months Ended	 	
 	  	December 31,
2014	 	 	December 31,
2013	 	 	December 31,
2012	 	 	March 31,
2015	 	 	March 31,
2014	 	
 	  	 	 	 	(Dollars in millions)	 	 	 	 	
Net income (loss)	  	$	(20.1	) 	 	$	(82.3	) 	 	$	(197.4	) 	 	$	19.7	  	 	$	(2.8	) 	
Income tax expense (benefit)	  	 	(15.8	) 	 	 	(9.8	) 	 	 	75.6	  	 	 	7.6	  	 	 	5.4	  	
Interest expense, net	  	 	250.6	  	 	 	294.5	  	 	 	268.1	  	 	 	63.2	  	 	 	63.9	  	
Loss on extinguishment of debt	  	 	1.2	  	 	 	2.5	  	 	 	0.5	  	 	 	—  	  	 	 	1.2	  	
Amortization	  	 	96.0	  	 	 	100.0	  	 	 	93.3	  	 	 	21.9	  	 	 	23.7	  	
Depreciation	  	 	133.5	  	 	 	128.1	  	 	 	111.7	  	 	 	32.0	  	 	 	30.6	  	
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
EBITDA		$	445.4	  		$	433.0	  		$	351.8	  		$	144.4	  		$	122.0	  	
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Impairment charges(a)		 	0.3	  		 	135.6	  		 	75.8	  		 	—  	  		 	—  	  	
Other operating expenses, net(b)		 	197.1	  		 	12.0	  		 	177.7	  		 	8.1	  		 	21.7	  	
Other (income) expense, net(c)		 	(1.1	) 		 	17.6	  		 	1.9	  		 	(6.8	) 		 	1.9	  	
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Adjusted EBITDA		$	641.7	  		$	598.2	  		$	607.2	  		$	145.7	  		$	145.6	  	

(a)	The 2014 impairment charges primarily related to impairments of idle properties and equipment. The 2013 impairment charges primarily related to the write-off of goodwill related to the Rest of World segment as well as the write-off of capitalized software costs related to a global ERP system. The 2012 charges primarily related to the impairment of goodwill in the EMEA segment. See “Note 12: Goodwill and intangible assets” in our audited consolidated financial statements and related notes included elsewhere in this prospectus for further information.	
(b)	Other operating expense, net primarily consists of pension mark to market adjustments, acquisition and integration related expenses, employee stock-based compensation expense, redundancy and restructuring costs, advisory fees paid to stockholders, and other unusual and non-recurring expenses. See “Note 4: Other operating expenses, net” in our audited consolidated financial statements and related notes included elsewhere in this prospectus for further information.	
(c)	Other (income) expense, net consists of gains and losses on foreign currency transactions, undesignated derivative instruments, ineffective portion of cash flow hedges, debt refinancing costs and other nonoperating activity. See “Note 6: Other (income) expense, net” in our audited consolidated financial statements and related notes included elsewhere in this prospectus for further information.	

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 RISK FACTORS
Investing in our common stock involves a high degree of risk. Before you make your investment decision, you should carefully consider the risks described below and the other information contained in this prospectus, including our consolidated financial statements and the related notes. If any of the following risks actually occur, our business, financial position, results of operations or cash flows could be materially adversely affected. In these circumstances, the market price of our common stock could decline, and you may lose all or part of your investment. The risks described below are not the only ones facing us. The occurrence of any of the following risks or future or additional risks and uncertainties not presently known to us or that we currently believe to be immaterial could materially and adversely affect our business, financial position, results of operations or cash flows.
Risks Related to Our Business
We are affected by general economic conditions, particularly fluctuations in industrial production and consumption, and an economic downturn could adversely affect our operations and financial results.
We sell chemicals that are used in manufacturing processes and as components of or ingredients in other products and, as a result, our sales are correlated with and affected by fluctuations in the level of industrial production and manufacturing output and general economic activity. Producers of commodity and specialty chemicals, in particular, are likely to reduce their output in periods of significant contraction in industrial and consumer demand, while demand for the products we distribute depends largely on trends in demand in the end markets our customers serve. A majority of our sales are in North America and Europe and our business is therefore susceptible to downturns in those economies as well as, to a lesser extent, the economies in the rest of the world. Our profit margins, as well as overall demand for our products and services, could decline as a result of a large number of factors outside our control, including economic recessions, changes in industrial production processes or consumer preferences, changes in laws and regulations affecting the chemicals industry and the manner in which they are enforced, inflation, fluctuations in interest and currency exchange rates and changes in the fiscal or monetary policies of governments in the regions in which we operate.
General economic conditions and macroeconomic trends, as well as the creditworthiness of our customers, could affect overall demand for chemicals. Any overall decline in the demand for chemicals could significantly reduce our sales and profitability. If the creditworthiness of our customers declines, we would face increased credit risk. In addition, volatility and disruption in financial markets could adversely affect our sales and results of operations by limiting our customers’ ability to obtain financing necessary to maintain or expand their own operations.
A historical feature of past economic weakness has been significant destocking of inventories, including inventories of chemicals used in industrial and manufacturing processes. It is possible that an improvement in our net sales in a particular period may be attributable in part to restocking of inventories by our customers and represent a level of sales or sales growth that will not be sustainable over the longer term. Further economic weakness could lead to insolvencies among our customers or producers, as well as among financial institutions that are counterparties on financial instruments or accounts that we hold. Any of these developments could have a material adverse effect on our business, financial condition and results of operations.
Disruptions in the supply of chemicals we distribute or in the operations of our customers could adversely affect our business.
Our business depends on access to adequate supplies of the chemicals our customers purchase from us. From time to time, we may be unable to procure adequate quantities of certain chemicals because of supply disruptions due to natural disasters (including hurricanes and other extreme weather), industrial accidents, scheduled production outages, producer breaches of contract, high demand leading to difficulties allocating appropriate quantities, port closures and other transportation disruptions and other circumstances beyond our
 
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control, or we may be unable to purchase chemicals that we are obligated to deliver to our customers at prices that enable us to earn a profit. In addition, unpredictable events may have a significant impact on the industries in which many of our customers operate, reducing demand for products that we normally distribute in significant volumes. As examples, the Gulf of Mexico oil disaster in 2010 had a major impact on our customers that manufactured and operated offshore drilling equipment and recent impacts on supply sources for hydrochloric acid have impacted our ability to meet all of our customers’ demands for this product. Significant disruptions of supply and in customer industries could have a material adverse effect on our business, financial condition and results of operations.
Significant changes in the business strategies of producers could also disrupt our supply. Large chemical manufacturers may elect to sell certain products (or products in certain regions) directly to customers, instead of relying on distributors such as us. While we do not believe that our results depend materially on access to any individual producer’s products, a reversal of the trend toward more active use of distributors would likely result in increasing margin pressure or products becoming unavailable to us. Any of these developments could have a material adverse effect on our business, financial condition and results of operations.
To the extent we have contracts with producers and our customers, they are generally short term or terminable upon short notice or at will, and termination of our relationships with producers and customers could negatively affect our business.
Our purchases and sales of chemicals are typically made pursuant to purchase orders rather than long-term contracts. While some of our relationships for the distribution and sale of specialty chemicals have exclusivity or preference provisions, we may be unable to enforce these provisions effectively for legal or business reasons. Many of our contracts with both producers and our customers are terminable without cause upon 30 days’ or less notice to us from the producer or customer. Our business relationships and reputation may suffer if we are unable to meet our delivery obligations to our customers which may occur because many producers are not subject to contracts or can terminate contracts on short notice. In addition, renegotiation of purchase or sales terms to our disadvantage could reduce our sales margins. Any of these developments could adversely affect our business, financial condition and results of operations.
The prices and costs of the products we purchase may be subject to large and significant price increases. We might not be able to pass such cost increases through to our customers. We could experience financial losses if our inventories of one or more chemicals exceed our sales and the price of those chemicals decreases significantly while in our inventories or if our inventories fall short of our sales and the purchase price of those chemicals increases significantly.
We purchase and sell a wide variety of chemicals, the price and availability of which may fluctuate, and may be subject to large and significant price increases. Many of our contracts with producers include chemical prices that are not fixed or are tied to an index, which allows our producers to change the prices of the chemicals we purchase as the price of the chemicals fluctuates in the market. Our business is exposed to these fluctuations, as well as to fluctuations in our costs for transportation and distribution due to rising fuel prices or increases in charges from common carriers, rail companies and other third party transportation providers, as well as other factors. Recently, we have faced increases in transportation costs as the availability of trucks and drivers has tightened among the common carriers we use to ship products. Changes in chemical prices affect our net sales and cost of goods sold, as well as our working capital requirements, levels of debt and financing costs. We might not always be able to reflect increases in our chemical costs, transportation costs and other costs in our own pricing. Any inability to pass cost increases onto customers may adversely affect our business, financial condition and results of operations.
In order to meet customer demand, we typically maintain significant inventories and are therefore subject to a number of risks associated with our inventory levels, including the following:
 
 	•	 	declines in the prices of chemicals that are held by us;	
 
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 	•	 	the need to maintain a significant inventory of chemicals that may be in limited supply and therefore difficult to procure;	
 
 	•	 	buying chemicals in bulk for the best pricing and thereby holding excess inventory;	
 
 	•	 	responding to the unpredictable demand for chemicals;	
 
 	•	 	cancellation of customer orders; and	
 
 	•	 	responding to customer requests for quick delivery.	
In order to manage our inventories successfully, we must estimate demand from our customers and purchase chemicals that substantially correspond to that demand. If we overestimate demand and purchase too much of a particular chemical, we face a risk that the price of that chemical will fall, leaving us with inventory that we cannot sell profitably. In addition, we may have to write down such inventory if we are unable to sell it for its recorded value. If we underestimate demand and purchase insufficient quantities of a particular chemical and prices of that chemical rise, we could be forced to purchase that chemical at a higher price and forego profitability in order to meet customer demand. Our business, financial condition and results of operations could suffer a material adverse effect if either or both of these situations occur frequently or in large volumes. Shortages in the hydrochloric acid supply sources in recent months demonstrate this risk and as a result we have been unable to meet all of our customers’ demands. We also face the risk of dissatisfied customers and damage to our reputation if we cannot meet customer demand for a particular chemical because we are short on inventories.
We could lose our customers and suffer damage to our reputation if we are unable to meet customer demand for a particular product.
In addition, particularly in cases of pronounced cyclicality in our end markets, it can be difficult to anticipate our customers’ requirements for particular chemicals, and we could be asked to deliver larger-than-expected quantities of a particular chemical on short notice. If for any reason we experience widespread, systemic difficulties in filling customer orders, our customers may be dissatisfied and discontinue their relationship with us or we may be required to pay a higher price in order to obtain the needed chemical on short notice, thereby adversely affecting our margins.
Trends in oil, gas and mineral prices could adversely affect the level of exploration, development and production activity of certain of our customers and in turn the demand for our products and services.
Demand for our oil, gas and mining products and services is sensitive to the level of exploration, drilling, development and production activity of, and the corresponding capital spending by, oil, gas and mining companies and oilfield service providers. The level of exploration, drilling, development and production activity is directly affected by trends in oil, gas and mineral prices, which historically have been volatile and are likely to continue to be volatile. Many factors may affect these prices, including global market conditions, political conditions and weather. The unpredictability of these factors prevents any reasonable forecast on the movements of such prices.
Recently, there has been a significant decline in the prices of oil and gas. This or any other reduction in oil and gas prices could depress the immediate levels of exploration, drilling, development and production activity by certain of our customers. Even the perception of longer-term lower oil and gas prices by certain of our customers could similarly reduce or delay major expenditures by these customers given the long-term nature of many large-scale development projects. If any of these events were to occur, it could have an adverse effect on our business, results of operations and financial condition.
Our balance sheet includes significant goodwill and intangible assets, the impairment of which could affect our future operating results.
We carry significant goodwill and intangible assets on our balance sheet. As of March 31, 2015, our goodwill and intangible assets totaled approximately $1.7 billion and $0.5 billion, respectively, including
 
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approximately $1.2 billion in goodwill resulting from our 2007 acquisition by investment funds advised by CVC. We may also recognize additional goodwill and intangible assets in connection with future business acquisitions. Goodwill is not amortized for book purposes and is tested for impairment using a fair value based approach annually, or between annual tests if an event occurs or circumstances change that indicate that the fair value of a reporting unit has more likely than not declined below its carrying value. The identification and measurement of impairment involves the estimation of the fair value of reporting units, which requires judgment and involves the use of significant estimates and assumptions by management. The estimates of fair value of reporting units are based on the best information available as of the date of the assessment and incorporate management assumptions about expected future cash flows and contemplate other valuation techniques. Our estimates of future cash flows may differ from actual cash flows that are subsequently realized due to many factors, including future worldwide economic conditions and the expected benefits of our initiatives, among other things. Intangible assets are amortized for book purposes over their respective useful lives and are tested for impairment if any event occurs or circumstances change that indicates that carrying value may not be recoverable. Although we currently do not expect that our goodwill and intangible assets will be further impaired, we cannot guarantee that a material impairment will not occur, particularly in the event of a substantial deterioration in our future prospects either in total or in a particular reporting unit. See Note 12 to our audited consolidated financial statements included elsewhere in this prospectus for a discussion of our 2014 impairment review. In the past, we have taken goodwill impairment charges, including impairment charges of $169.4 million and $75.0 million, respectively, for our EMEA segment in 2011 and 2012, and impairment charges of $73.3 million for our Rest of World segment in 2013. If our goodwill and intangible assets become impaired, it could have a material adverse effect on our financial condition and results of operations.
We have in the past and may in the future make acquisitions, ventures and strategic investments, some of which may be significant in size and scope, which have involved in the past and will likely involve in the future numerous risks. We may not be able to address these risks without substantial expense, delay or other operational or financial problems.
We have made and may in the future make acquisitions of, or investments in, businesses or companies (including strategic partnerships with other companies). Acquisitions or investments have involved in the past and will likely involve in the future various risks, such as:
 
 	•	 	integrating the operations and personnel of any acquired business;	
 
 	•	 	the potential disruption of our ongoing business, including the diversion of management attention;	
 
 	•	 	the possible inability to obtain the desired financial and strategic benefits from the acquisition or investment;	
 
 	•	 	customer attrition arising from preferences to maintain redundant sources of supply;	
 
 	•	 	supplier attrition arising from overlapping or competitive products;	
 
 	•	 	assumption of contingent or unanticipated liabilities or regulatory liabilities;	
 
 	•	 	dependence on the retention and performance of existing management and work force of acquired businesses for the future performance of these businesses;	
 
 	•	 	regulatory risks associated with acquired businesses (including the risk that we may be required for regulatory reasons to dispose of a portion of our existing or acquired businesses); and	
 
 	•	 	the risks inherent in entering geographic or product markets in which we have limited prior experience.	
Future acquisitions and investments may need to be financed in part through additional financing from banks, through public offerings or private placements of debt or equity securities or through other arrangements, and could result in substantial cash expenditures. The necessary acquisition financing may not be available to us on acceptable terms if and when required, particularly because our current high leverage may make it difficult or impossible for us to secure additional financing for acquisitions.
 
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To the extent that we make acquisitions that result in our recording significant goodwill or other intangible assets, the requirement to review goodwill and other intangible assets for impairment periodically may result in impairments that could have a material adverse effect on our financial condition and results of operations.
In connection with acquisitions, ventures or divestitures, we may become subject to liabilities.
In connection with any acquisitions or ventures, we may acquire liabilities or defects such as legal claims, including but not limited to third party liability and other tort claims; claims for breach of contract; employment-related claims; environmental liabilities, conditions or damage; permitting, regulatory or other compliance with law issues; hazardous materials or liability for hazardous materials; or tax liabilities. If we acquire any of these liabilities, and they are not adequately covered by insurance or an enforceable indemnity or similar agreement from a creditworthy counterparty, we may be responsible for significant out-of-pocket expenditures. In connection with any divestitures, we may incur liabilities for breaches of representations and warranties or failure to comply with operating covenants under any agreement for a divestiture. In addition, we may indemnify a counterparty in a divestiture for certain liabilities of the subsidiary or operations subject to the divestiture transaction. These liabilities, if they materialize, could have a material adverse effect on our business, financial condition and results of operations.
We generate a significant portion of our net sales internationally and intend to continue to expand our international operations. We face particular challenges in emerging markets. Our results of operations could suffer if we are unable to manage our international operations effectively or as a result of various risks related to our international activities that are beyond our control.
During the year ended December 31, 2014, approximately 41% of our net sales were generated outside of the United States. We intend to continue to expand our penetration in certain foreign markets and to enter new and emerging foreign markets. Expansion of our international business will require significant management attention and resources. The profitability of our international operations will largely depend on our continued success in the following areas:
 
 	•	 	securing key producer relationships to help establish our presence in international markets;	
 
 	•	 	hiring and training personnel capable of supporting producers and our customers and managing operations in foreign countries;	
 
 	•	 	localizing our business processes to meet the specific needs and preferences of foreign producers and customers, which may differ in certain respects from our experience in North America and Europe;	
 
 	•	 	building our reputation and awareness of our services among foreign producers and customers; and	
 
 	•	 	implementing new financial, management information and operational systems, procedures and controls to monitor our operations in new markets effectively, without causing undue disruptions to our operations and customer and producer relationships.	
In addition, we are subject to risks associated with operating in foreign countries, including:
 
 	•	 	varying and often unclear legal and regulatory requirements that may be subject to inconsistent or disparate enforcement, particularly regarding environmental, health and safety issues and security or other certification requirements, as well as other laws and business practices that favor local competitors, such as exposure to possible expropriation, nationalization, restrictions on investments by foreign companies or other governmental actions;	
 
 	•	 	less stable supply sources;	
 
 	•	 	competition from existing market participants that may have a longer history in and greater familiarity with the foreign markets where we operate;	
 
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 	•	 	tariffs, export duties, quotas and other barriers to trade; as well as possible limitations on the conversion of foreign currencies into U.S. dollars or remittance of dividends and other payments by our foreign subsidiaries;	
 
 	•	 	divergent labor regulations and cultural expectations regarding employment;	
 
 	•	 	different cultural expectations regarding industrialization, international business and business relationships;	
 
 	•	 	foreign taxes and related regulations, including foreign taxes that we may not be able to offset against taxes imposed upon us in the United States, and foreign tax and other laws limiting our ability to repatriate earnings to the United States;	
 
 	•	 	extended payment terms and challenges in our ability to collect accounts receivable;	
 
 	•	 	changes in a specific country’s or region’s political or economic conditions;	
 
 	•	 	compliance with anti-bribery laws such as the U.S. Foreign Corrupt Practices Act, the UK Bribery Act and similar anti-bribery laws in other jurisdictions, the violation of which could expose us to severe criminal or civil sanctions;	
 
 	•	 	compliance with anti-boycott, privacy, economic sanctions, anti-dumping, antitrust, import and export laws and regulations by our employees or intermediaries acting on our behalf, the violation of which could expose us to significant fines, penalties or other sanctions; and	
 
 	•	 	in 2013, we paid a fine of $19.9 million imposed by the Autorité de la concurrence, France’s competition authority, for alleged price fixing prior to 2006.	
If we fail to address the challenges and risks associated with international expansion, we may encounter difficulties implementing our strategy, thereby impeding our growth and harming our operating results.
Our operations in the Asia-Pacific region, Latin America and the Middle East and Africa are at an early stage. It may prove difficult to achieve our goals and take advantage of growth and acquisition opportunities in these or in other emerging markets due to a lack of comprehensive market knowledge and network and legal restrictions. Our growth in emerging markets may also be limited by other factors such as significant government influence over local economies, foreign investment restrictions, substantial fluctuations in economic growth, high levels of inflation and volatility in currency values, exchange controls or restrictions on expatriation of earnings, high domestic interest rates, wage and price controls, changes in governmental economic or tax policies, imposition of trade barriers, unexpected changes in regulation and overall political social and economic instability. In addition, the heightened exposure to terrorist attacks or acts of war or civil unrest in certain geographies, if they occur, could result in damage to our facilities, substantial financial losses or injuries to our personnel.
Although we exercise what we believe to be an appropriate level of central control and active supervision of our operations around the world, our local subsidiaries retain significant operational flexibility. There is a risk that our operations around the world will experience problems that could damage our reputation, or that could otherwise have a material adverse effect on our business, financial condition and results of operations.
We may be unable to effectively implement our strategies or achieve our business goals.
The breadth and scope of our business poses several challenges, such as:
 
 	•	 	initiating or maintaining effective communication among and across all of our geographic business segments and industry groups;	
 
 	•	 	identifying new products and product lines and integrating them into our distribution network;	
 
 	•	 	allocating financial and other resources efficiently across all of our business segments and industry groups;	
 
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 	•	 	aligning organizational structure with management’s vision and direction;	
 
 	•	 	communicating ownership and accounting over business activities and ensuring responsibilities are properly understood throughout the organization;	
 
 	•	 	ensuring cultural and organizational changes are executed smoothly and efficiently and ensuring personnel resources are properly allocated to effect these changes; and	
 
 	•	 	establishing standardized processes across geographic business segments and industry groups.	
As a result of these and other factors such as these, we may be unable to effectively implement our strategies or achieve our business goals. Any failure to effectively implement our strategies may adversely impact our future prospects and our results of operations and financial condition.
Fluctuations in currency exchange rates may adversely affect our results of operations.
We sell products in over 150 countries and we generated approximately 41% of our 2014 net sales outside the United States. The revenues we receive from such foreign sales are often denominated in currencies other than the U.S. dollar. We do not hedge our foreign currency exposure with respect to our investment in and earnings from our foreign businesses. Accordingly, we might suffer considerable losses if there is a significant adverse movement in exchange rates. For example, in 2014 the U.S. dollar appreciated in value compared to both the Canadian dollar and the euro. The results of operations in our Canada and EMEA segments were negatively impacted due to this appreciation. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Results of Operations—Year Ended December 31, 2014 Compared to Year Ended December 31, 2013—Segment Results.”
In addition, we report our consolidated results in U.S. dollars. The results of operations and the financial position of our local operations are generally reported in the relevant local currencies and then translated into U.S. dollars at the applicable exchange rates for inclusion in our consolidated financial statements, exposing us to currency translation risk. Consequently, any change in exchange rates between our foreign subsidiaries’ functional currencies and the U.S. dollar will affect our consolidated income statement and balance sheet when the results of those operating companies are translated into U.S. dollars for reporting purposes. Decreases in the value of our foreign subsidiaries’ functional currencies against the U.S. dollar will tend to reduce those operating companies’ contributions in dollar terms to our financial condition and results of operations. In 2014, our most significant currency exposures were to the euro, the Canadian dollar and the British pound sterling versus the U.S. dollar. The exchange rates between these and other foreign currencies and the U.S. dollar may fluctuate substantially and such fluctuations have had a significant effect on our results in recent periods. For additional details on our currency exposure and risk management practices, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Quantitative and Qualitative Disclosures about Market Risk—Foreign Currency Risk.”
The markets in which we operate are highly competitive.
The chemical distribution market is highly competitive. Chemicals can be purchased from a variety of sources, including traders, brokers, wholesalers and other distributors, as well as directly from producers. Many of the products we distribute are made to industry standard specifications, and are essentially fungible with products offered by our competition. The competitive pressure we face is particularly strong in sectors and markets where local competitors have strong positions. Increased competition from distributors of products similar to or competitive with ours could result in price reductions, reduced margins and a loss of market share.
We expect to continue to experience significant and increasing levels of competition in the future. We must also compete with smaller companies that have been able to develop strong local or regional customer bases. In certain countries, some of our competitors are more established, benefit from greater name recognition and have greater resources within those countries than we do.
 
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Consolidation of our competitors in the markets in which we operate could place us at a competitive disadvantage and reduce our profitability.
We operate in an industry which is highly fragmented on a global scale, but in which there has been a trend toward consolidation in recent years. Consolidations of our competitors may jeopardize the strength of our positions in one or more of the markets in which we operate and any advantages we currently enjoy due to the comparative scale of our operations. Losing some of those advantages could adversely affect our business, financial condition and results of operations, as well as our growth potential.
We rely on our computer and data processing systems, and a large-scale malfunction could disrupt our business or create potential liabilities.
Our ability to keep our business operating effectively depends on the functional and efficient operation of our enterprise resource planning, telecommunications systems, inventory tracking, billing and other information systems. We rely on these systems to track transactions, billings, payments and inventory, as well as to make a variety of day-to-day business decisions. Our systems are aging and susceptible to malfunctions, lack of support, interruptions (including due to equipment damage, power outages, computer viruses and a range of other hardware, software and network problems) and we may experience such malfunctions, interruptions or security breaches in the future. Our systems may also be older generations of software which are unable to perform as efficiently as, and fail to communicate well with, newer systems. As the development and implementation of our information technology systems continue, we may elect to modify, replace or discontinue certain technology initiatives, which would result in write-downs. For example, in 2013 we discontinued efforts to implement a global enterprise resource planning, or ERP, system. We recorded an impairment charge of $58.0 million in 2013 relating to this decision.
Although our systems are diversified, including multiple server locations and a range of software applications for different regions and functions, a significant or large-scale malfunction, interruption or security breach of our computer or data processing systems could adversely affect our ability to manage and keep our operations running efficiently and damage our reputation if we are unable to track transactions and receive products from producers or deliver products to our customers. A malfunction that results in a wider or sustained disruption to our business could have a material adverse effect on our business, financial condition and results of operations, as well as on the ability of management to align and optimize technology to implement business strategies. A security breach might also lead to potential claims from third parties or employees.
Our business could be negatively affected by security threats, including cybersecurity threats, and other disruptions.
We face various security threats, including cybersecurity threats to gain unauthorized access to sensitive information or to render data or systems unusable, threats to the security of our facilities, and threats from terrorist acts. The potential for such security threats subjects our operations to increased risks that could have a material adverse effect on our business. In particular, our implementation of various procedures and controls to monitor and mitigate security threats and to increase security for our information, facilities and infrastructure may result in increased capital and operating costs. Moreover, there can be no assurance that such procedures and controls will be sufficient to prevent security breaches from occurring. If any of these security breaches were to occur, they could lead to losses of sensitive information, critical infrastructure or capabilities essential to our operations and could have a material adverse effect on our reputation, financial position, results of operations or cash flows. Cybersecurity attacks in particular are becoming more sophisticated and include, but are not limited to, malicious software, attempts to gain unauthorized access to data (either directly or through our vendors), and other electronic security breaches that could lead to disruptions in critical systems, unauthorized release of confidential or otherwise protected information, and corruption of data. In addition, if any information about our customers and producers retained by us were the subject of a successful cybersecurity attack against us, we could
 
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be subject to litigation or other claims by the affected customers and producers. These events could damage our reputation and lead to financial losses from expenses related to remediation actions, loss of business or potential liability.
We depend on transportation assets, some of which we do not own, in order to deliver products to our customers.
Although we maintain a significant portfolio of owned and leased transportation assets, including trucks, trailers, railcars and barges, we also rely on transportation and warehousing provided by third parties (including common carriers and rail companies) to deliver products to our customers, particularly outside the U.S. and Canada. Our access to third party transportation is not guaranteed, and we may be unable to transport chemicals at economically attractive rates in certain circumstances, particularly in cases of adverse market conditions or disruptions to transportation infrastructure. We are also subject to increased costs that we may not always be able to recover from our customers, including rising fuel prices, as well as increases in the charges imposed by common carriers, leasing companies and other third parties involved in transportation. In particular, our U.S. operations rely to a significant extent on rail shipments, and we are therefore required to pay rail companies’ network access fees, which have increased significantly in recent years, while bulk shipping rates have also recently been highly volatile. We have recently incurred such increased costs as the availability of trucks and drivers has tightened among the common carriers we use to transport our products. We are also subject to the risks normally associated with product delivery, including inclement weather, disruptions in the transportation infrastructure, disruptions in our lease arrangements and the availability of fuel, as well as liabilities arising from accidents to the extent we are not adequately covered by insurance or misdelivery of products. Our business activities in the Gulf of Mexico, for example, have been impacted in recent years by hurricanes. Our failure to deliver products in a timely and accurate manner could harm our reputation and brand, which could adversely affect our business, financial condition and results of operations.
Our business exposes us to significant risks associated with hazardous materials and related activities, not all of which are covered by insurance.
Because we are engaged in the blending, managing, handling, storing, selling, transporting and disposing of chemicals, chemical waste products and other hazardous materials, product liability, health impacts, fire damage, safety and environmental risks are significant concerns for us. We maintain substantial reserves, as described below in “—We are subject to extensive general and product-specific environmental, health and safety laws and regulations. Compliance with and changes to these environmental, health and safety laws, including laws relating to the investigation and remediation of contamination, could have a material adverse effect on our business, financial condition and results of operations,” relating to remediation activities at our owned sites and third party sites which are subject to federal and state clean-up requirements. We are also subject in the United States to federal legislation enforced by the Occupational Safety and Health Administration, or OSHA, as well as to state safety and health laws. We are also exposed to present and future chemical exposure claims by employees, contractors on our premises, other persons located nearby, as well as related workers’ compensation claims. We carry insurance to protect us against many accident-related risks involved in the conduct of our business and we maintain environmental damage and pollution insurance coverage in accordance with our assessment of the risks involved, the ability to bear those risks and the cost and availability of insurance. Each of these insurance policies is subject to exclusions, deductibles and coverage limits we believe are generally in accordance with industry standards and practices. We do not insure against all risks and may not be able to insure adequately against certain risks (whether relating to our or a third party’s activities or other matters) and may not have insurance coverage that will pay any particular claim. We also may be unable to obtain at commercially reasonable rates in the future adequate insurance coverage for the risks we currently insure against, and certain risks are or could become completely uninsurable or eligible for coverage only to a reduced extent. In particular, more stringent environmental, health or safety regulations may increase our costs for, or impact the availability of, insurance against accident-related risks and the risks of environmental damage or pollution. Our business, financial
 
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condition and results of operations could be materially impaired by accidents and other environmental risks that substantially reduce our revenues, increase our costs or subject us to other liabilities in excess of available insurance.
Accidents, safety failures, environmental damage, product quality issues, major or systemic delivery failures involving our distribution network or the products we carry, or adverse health effects or other harm related to hazardous materials we blend, manage, handle, store, sell, transport or dispose of could damage our reputation and result in substantial damages or remedial obligations.
Our business depends to a significant extent on our customers’ and producers’ trust in our reputation for reliability, quality, safety and environmental responsibility. Actual or alleged instances of safety deficiencies, mistaken or incorrect deliveries, inferior product quality, exposure to hazardous materials resulting in illness, injury or other harm to persons, property or natural resources, or of damage caused by us or our products, could damage our reputation and lead to customers and producers curtailing the volume of business they do with us. Also, there may be safety, personal injury or other environmental risks related to our products which are not known today. Any of these events, outcomes or allegations could also subject us to substantial legal claims, and we could incur substantial expenses, including legal fees and other costs, in defending such legal claims which could materially impact our financial position and results of operations.
Actual or alleged accidents or other incidents at our facilities or that otherwise involve our personnel or operations could also subject us to claims for damages by third parties. Because many of the chemicals that we handle are dangerous, we are subject to the ongoing risk of hazards, including leaks, spills, releases, explosions and fires, which may cause property damage, illness, physical injury or death. We sell products used in hydraulic fracturing, a process that involves injecting water, sand and chemicals into subsurface rock formations to release and capture oil and natural gas. The use of such hydraulic fracturing fluids by our customers may result in releases that could impact the environment and third parties. Several of our distribution facilities, including our Los Angeles facility, one of our largest, are located near high-density population centers. If any such events occur, whether through our own fault, through preexisting conditions at our facilities, through the fault of a third party or through a natural disaster, terrorist incident or other event outside our control, our reputation could be damaged significantly. We could also become responsible, as a result of environmental or other laws or by court order, for substantial monetary damages or expensive investigative or remedial obligations related to such events, including but not limited to those resulting from third party lawsuits or environmental investigation and clean-up obligations on and off-site. The amount of any costs, including fines, damages and/or investigative and remedial obligations, that we may become obligated to pay under such circumstances could substantially exceed any insurance we have to cover such losses.
Any of these risks, if they materialize, could significantly harm our reputation, expose us to substantial liabilities and have a material adverse effect on our business, financial condition and results of operations.
Evolving environmental laws and regulations on hydraulic fracturing and other oil and gas production activities could have an impact on our financial performance.
Hydraulic fracturing is a common practice that is used to stimulate production of crude oil and/or natural gas from dense subsurface rock formations, and is primarily presently regulated by state agencies. Many states have adopted laws and/or regulations that require disclosure of the chemicals used in hydraulic fracturing, and are considering legal requirements that could impose more stringent permitting, disclosure and well construction requirements on oil and/or natural gas drilling activities as well as regulations relating to waste streams from such activities. The U.S. Environmental Protection Agency, or EPA, is also moving forward with various related regulatory actions, including regulations requiring, among other matters, “green completions” of hydraulically-fractured wells. Similarly, existing and new regulations in the United States and elsewhere relating to oil and gas production could impact the sale of some of our products into these markets.
 
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Our business exposes us to potential product liability claims and recalls, which could adversely affect our financial condition and performance.
The repackaging, blending, mixing and distribution of chemical products by us, including products used in hydraulic fracturing operations and products produced with food ingredients or with pharmaceutical and nutritional supplement applications, involve an inherent risk of exposure to product liability claims, product recalls, product seizures and related adverse publicity, including, without limitation, claims for exposure to our products, spills or escape of our products, personal injuries, food related claims and property damage or environmental claims. A product liability claim, judgment or recall against our customers could also result in substantial and unexpected expenditures for us, affect consumer confidence in our products and divert management’s attention from other responsibilities. Although we maintain product liability insurance, there can be no assurance that the type or level of coverage is adequate or that we will be able to continue to maintain our existing insurance or obtain comparable insurance at a reasonable cost, if at all. A product recall or a partially or completely uninsured judgment against us could have a material adverse effect on our business, financial condition and results of operation.
We are subject to extensive general and product-specific environmental, health and safety laws and regulations. Compliance with and changes to these environmental, health and safety laws, including laws relating to the investigation and remediation of contamination, could have a material adverse effect on our business, financial condition and results of operations .
Because we blend, manage, handle, store, sell, transport and arrange for the disposal of chemicals, hazardous materials and hazardous waste, we are subject to extensive environmental, health and safety laws and regulations in multiple jurisdictions. These include laws and regulations governing our management, storage, transportation and disposal of chemicals; product regulation; air, water and soil contamination; and the investigation and cleanup of contaminated sites, including any spills or releases that may result from our management, handling, storage, sale, transportation of chemicals and other products. We hold a number of environmental permits and licenses. Compliance with these laws, regulations, permits and licenses requires that we expend significant amounts for ongoing compliance, investigation and remediation. If we fail to comply with such laws, regulations, permits or licenses we may be subject to fines and other civil, administrative or criminal sanctions, including the revocation of permits and licenses necessary to continue our business activities.
Previous operations, including those of acquired companies, have resulted in contamination at a number of current and former sites, which must be investigated and remediated. We are currently investigating and/or remediating contamination, or contributing to cleanup costs, at approximately 124 currently or formerly owned, operated or used sites or other sites impacted by our operations. We have spent substantial sums on such investigation and remediation and we expect to continue to incur such expenditures in the future. Based on current estimates, we believe that these ongoing investigation and remediation costs will not materially affect our business. There is no guarantee, however, that our estimates will be accurate, that new contamination will not be discovered or that new environmental laws or regulations will not require us to incur additional costs. Any such inaccuracies, discoveries or new laws or regulations, or the interpretation of existing laws and regulations, could have a material adverse effect on our business, financial condition and results of operations. As of December 31, 2014, we reserved approximately $120 million for probable and reasonably estimable losses associated with remediation at currently or formerly owned, operated or used sites or other sites impacted by our operations. We may incur losses in connection with investigation and remediation obligations that exceed our environmental reserve. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Estimates—Environmental Liabilities.” We also may incur substantial costs, including fines, damages, criminal or civil sanctions and investigation and remediation costs, or experience interruptions in our operations, for violations under environmental, health and safety laws or permit requirements.
We could be held liable for the costs to investigate, remediate or otherwise address contamination at any real property we have ever owned, leased, operated or used or other sites impacted by our operations. Some environmental laws could impose on us the entire cost of cleanup of contamination present at a site even though
 
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we did not cause all of the contamination. These laws often identify parties who can be strictly and jointly and severally liable for remediation. The discovery of previously unknown contamination at current or former sites or the imposition of other environmental liabilities or obligations in the future, including additional investigation or remediation obligations with respect to contamination that has impacted other properties, could lead to additional costs or the need for additional reserves that have a material adverse effect on our business, financial condition and results of operations. In addition, we may be required to pay damages or civil judgments related to third party claims, including those relating to personal injury (including exposure to hazardous materials or chemicals we blend, handle, store, sell, transport or dispose of), product quality issues, property damage or contribution to remedial obligations.
We have been identified as potentially responsible parties, or Potentially Responsible Parties, at various third party sites at which we have arranged for the disposal of our hazardous wastes. We may be identified as a Potentially Responsible Party at additional sites beyond those for which we currently have financial obligations. Such developments could have a material adverse effect on our business, financial condition and results of operations. See “Business—Regulatory Matters—Environmental, Health and Safety Matters.”
Certain agreements to which we are a party contain contractual provisions pursuant to which we agreed to indemnify other parties for contamination at certain real property. We have been, and may in the future be, subject to environmental indemnity claims asserted by other parties with respect to contamination at sites we have ever owned, leased, operated or used. We could incur significant costs in addressing existing and future environmental indemnification claims.
Societal concerns regarding the safety of chemicals in commerce and their potential impact on the environment have resulted in a growing trend towards increasing levels of product safety and environmental protection regulations. These concerns have led to, and could continue to result in, stringent regulatory intervention by governmental authorities. In addition, these concerns could influence public perceptions, impact the commercial viability of the products we sell and increase the costs to comply with increasingly complex regulations, which could have a negative impact on our business, financial condition and results of operations. Additional findings by government agencies that chemicals pose significant environmental, health or safety risks may lead to their prohibition in some or all of the jurisdictions in which we operate.
Environmental, health and safety laws and regulations vary significantly from country to country and change frequently. Future changes in laws and regulations, or the interpretation of existing laws and regulations, could have an adverse effect on us by adding restrictions, reducing our ability to do business, increasing our costs of doing business or reducing our profitability or reducing the demand for our products. See “Business—Regulatory Matters—Environmental, Health and Safety Matters.”
Current and future laws and regulations addressing greenhouse gas emissions enacted in the United States, Europe and other jurisdictions around the world could also have a material adverse effect on our business, financial condition and results of operation. Increased energy costs due to such laws and regulations, emissions associated with our customers’ products or development of alternative products having lower emissions of greenhouse gases and other pollutants could materially affect demand for our customers’ products and indirectly affect our business. Changes in and introductions of regulations have in the past caused us to devote significant management and capital resources to compliance programs and measures, and future regulations applicable to us would likely further increase these compliance costs and could have a material adverse effect on our business, financial condition and results of operations.
Our business is subject to additional general regulatory requirements and tax requirements which increase our cost of doing business, could result in regulatory or tax claims, and could restrict our business in the future.
Our general business operations are subject to a broad spectrum of general regulatory requirements, including antitrust regulations, food and drug regulations, human resources regulations, tax regulations,
 
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unclaimed property, banking and treasury regulations, among others. These regulations add cost to our conduct of business and could, in some instances, result in claims or enforcement actions or could reduce our ability to pursue business opportunities. Future changes could additional costs and restrictions to our business activities. In 2013, we paid a fine imposed by the Autorité de la concurrence, France’s competition authority, for alleged price fixing prior to 2006.
We may not be able to repatriate our cash and undistributed earnings held in foreign jurisdictions without incurring additional tax liabilities.
As of March 31, 2015, we had $181.4 million of cash and cash equivalents on our balance sheet, $167.0 million of which was cash and cash equivalents held in foreign jurisdictions, most notably in Canada. Except as required under U.S. tax laws, we do not provide for U.S. taxes on approximately $617.9 million of cumulative undistributed earnings of foreign subsidiaries that have not been previously taxed, as we expect to invest such undistributed earnings indefinitely outside of the United States. We may not be able to repatriate cash and cash equivalents or undistributed earnings held in foreign jurisdictions without incurring additional tax liabilities and higher effective tax rates. Accordingly, our cash and cash equivalents or undistributed earnings held in foreign jurisdictions may effectively be trapped in such foreign jurisdictions unless we are willing to incur additional tax liabilities. In addition, there have been proposals to change U.S. tax laws that would significantly affect how U.S. multinational corporations are taxed on foreign earnings. Although we cannot predict whether or in what form this proposed legislation may pass, if enacted it could have a material adverse effect on our tax expense and cash flow.
We are subject to asbestos claims.
In connection with our purchase of McKesson Chemical Company in 1986, our wholly-owned subsidiary Univar USA Inc. is obligated to indemnify McKesson Corporation, or McKesson, for claims alleging injury from exposure to asbestos-containing products by McKesson Chemical Company. As of March 31, 2015, we are defending lawsuits by more than one hundred plaintiffs claiming asbestos related injuries, including a small number of which name us as a defendant. See “Business—Legal Proceedings—Asbestos Claims”. As of March 31, 2015, Univar USA has not recorded a liability related to the pending litigation as any potential loss is neither probable nor estimable. Although our costs of defense to date have not been material, we cannot predict the ultimate outcome of these lawsuits, which, if determined adversely to us, may result in liability that would have a material adverse effect on our business, financial condition and results of operations. Furthermore, if the number of asbestos claims for which we are obligated to indemnify McKesson, or the number of asbestos claims naming us, were to increase substantially, particularly if the increase were associated with a significant increase in the average cost per lawsuit, our business, financial condition and results of operations could be materially adversely affected.
Our business is subject to many operational risks for which we might not be adequately insured.
We are exposed to risks including, but not limited to, accidents, contamination and environmental damage, safety claims, natural disasters, terrorism, acts of war and civil unrest and other events that could potentially interrupt our business operations and/or result in significant costs. Although we attempt to cover these risks with insurance to the extent that we consider appropriate, we may incur losses that are not covered by insurance or exceed the maximum amounts covered by our insurance policies. Damage to a major facility, whether or not insured, could impair our ability to operate our business in a geographic region and cause loss of business and related expenses. From time to time, insurance for chemical risks have not been available on commercially acceptable terms or, in some cases, not available at all. In the future we may not be able to maintain our current coverages. In addition, premiums, which have increased significantly in the last several years, may continue to increase in the future. Increased insurance premiums or our incurrence of significant uncovered losses could have a material adverse effect on our business, financial condition and results of operations. We have incurred environmental risks and losses, often from our historic activities, for which we have no available or remaining insurance.
 
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We are exposed to ongoing litigation and other legal and regulatory actions and risks in the ordinary course of our business, and we could incur significant liabilities and substantial legal fees.
We are subject to the risk of litigation, other legal claims and proceedings, and regulatory enforcement actions in the ordinary course of our business. Also, there may be safety or personal injury risks related to our products which are not known today. The results of legal proceedings cannot be predicted with certainty. We cannot guarantee that the results of current or future legal proceedings against McKesson and a few claims asserted directly against Univar USA Inc. will not materially harm our business, reputation or brand, nor can we guarantee that we will not incur losses in connection with current or future legal proceedings that exceed any provisions we may have set aside in respect of such proceedings or that exceed any applicable insurance coverage. We also cannot guarantee that any tax assessment previously made against us by the Canada Revenue Agency will not result in a material tax liability or that the issues raised by Customs and Border Patrol will not result in a material liability. The occurrence of any of these events could have a material adverse effect on our business, financial condition or results of operations. See “Business—Legal Proceedings.”
Many of the products we sell have “long-tail” exposures, giving rise to liabilities many years after their sale and use. Insurance purchased at the time of sale may not be available when costs arise in the future and producers may no longer be available to provide indemnification.
We require significant working capital, and we expect our working capital needs to increase in the future, which could result in having lower cash available for, among other things, capital expenditures and acquisition financing.
We require significant working capital to purchase chemicals from chemical producers and distributors and sell those chemicals efficiently and profitably to our customers. Our working capital needs also increase at certain times of the year, as our customers’ requirements for chemicals increase. For example, our customers in the agricultural sector require significant deliveries of chemicals within a growing season that can be very short and depend on weather patterns in a given year. We need inventory on hand to have product available to ensure timely delivery to our customers. If our working capital requirements increase and we are unable to finance our working capital on terms and conditions acceptable to us, we may not be able to obtain chemicals to respond to customer demand, which could result in a loss of sales.
In addition, the amount of working capital we require to run our business is expected to increase in the future due to expansions in our business activities. If our working capital needs increase, the amount of free cash we have at our disposal to devote to other uses will decrease. A decrease in free cash could, among other things, limit our flexibility, including our ability to make capital expenditures and to acquire suitable acquisition targets that we have identified. If increases in our working capital occur and have the effect of decreasing our free cash, it could have a material adverse effect on our business, financial condition and results of operations.
We have a history of net losses and may not achieve or sustain profitability in the future.
We have incurred net losses in each of the last five fiscal years, including net losses of $197.4 million, $82.3 million and $20.1 million in the years ended December 31, 2012, 2013 and 2014, respectively. Growth of our revenues may slow or revenues may decline for a number of possible reasons, including slowing demand for our products and services, increasing competition or decreasing growth of our overall market. Our cost of goods sold could increase for a number of possible reasons, including increases in chemical prices and increases in chemical handling expenses due to regulatory action or litigation. In addition, our ability to generate profits could be impacted by our substantial indebtedness and the related interest expense. The interest payments on our indebtedness have exceeded operating income in each of our last five fiscal years. All of these factors could contribute to further net losses and, if we are unable to meet these risks and challenges as we encounter them, our business may suffer. If we do achieve profitability, we may not be able to sustain or increase such profitability.
 
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We depend on a limited number of key personnel who would be difficult to replace. If we lose the services of these individuals, or are unable to attract new talent, our business will be adversely affected.
We depend upon the ability and experience of a number of our executive management and other key personnel who have substantial experience with our operations, the chemicals and chemical distribution industries and the selected markets in which we operate. The loss of the services of one or a combination of our senior executives or key employees could have a material adverse effect on our results of operations. We also might suffer an additional impact on our business if one of our senior executives or key employees is hired by a competitor. Our success also depends on our ability to continue to attract, manage and retain other qualified management and technical and clerical personnel as we grow. We may not be able to continue to attract or retain such personnel in the future.
A portion of our workforce is unionized and labor disruptions could decrease our profitability.
As of December 31, 2014, we had approximately 625 employees in the United States subject to various collective bargaining agreements, most of which have a three-year term. In addition, in several of our international facilities, particularly those in Europe, employees are represented by Works Councils appointed pursuant to local law consisting of employee representatives who have certain rights to negotiate working terms and to receive notice of significant actions. As of December 31, 2014, approximately 26% of our labor force is covered by a collective bargaining agreement, including approximately 13% of our labor force in the United States, approximately 23% of our labor force in Canada and approximately 56% of our labor force in Europe, and approximately 6% of our labor force is covered by a collective bargaining agreement that will expire within one year. These arrangements grant certain protections to employees and subject us to employment terms that are similar to collective bargaining agreements. We cannot guarantee that we will be able to negotiate these or other collective bargaining agreements or arrangements with Works Councils on the same or more favorable terms as the current agreements or arrangements, or at all, and without interruptions, including labor stoppages at the facility or facilities subject to any particular agreement or arrangement. A prolonged labor dispute, which could include a work stoppage, could have a material adverse effect on our business, financial condition and results of operations.
Negative developments affecting our pension plans and multi-employer pension plans in which we participate may occur.
We operate a number of pension plans for our employees and have obligations with respect to several multi-employer pension plans sponsored by labor unions in the United States. The terms of these plans vary from country to country. Generally, our defined benefit pension plans are funded with trust assets invested in a diversified portfolio of debt and equity securities and other investments. Among other factors, changes in interest rates, investment returns, the market value of plan assets and actuarial assumptions can (1) affect the level of plan funding; (2) cause volatility in the net periodic benefit cost; and (3) increase our future contribution requirements. In or following an economic environment characterized by declining investment returns and interest rates, we may be required to make additional cash contributions to our pension plans to satisfy our funding requirements and recognize further increases in our net periodic benefit cost. A significant decrease in investment returns or the market value of plan assets or a significant decrease in interest rates could increase our net periodic benefit costs and adversely affect our results of operations.
Our pension plans in the United States and certain other countries are not fully funded. The funded status of our pension plans is equal to the difference between the value of plan assets and projected benefit obligations. At March 31, 2015, our pension plans had an underfunded status of $280.0 million. This amount could increase or decrease depending on factors such as those mentioned above. Changes to the funded status of our pension plans as a result of updates to actuarial assumptions and actual experience that differs from our estimates will be recognized as gains or losses in the period incurred under our “mark to market” accounting policy, and could result in a requirement for additional funding which would have a direct effect on our cash position. Based on
 
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current projections of minimum funding requirements, we expect to make cash contributions of $52.0 million to our defined benefit pension plans in 2015. The timing for any such requirement in future years is uncertain given the implicit uncertainty regarding the future developments of factors mentioned above. The union sponsored multi-employer pension plans in which we participate are also underfunded, including the substantially underfunded Teamsters Central States, Southeast and Southwest Pension Plan, which has liabilities at a level twice that of its assets. This requires us to make often substantial withdrawal liability payments when we close a facility covered by one of these plans, which could hinder our ability to make otherwise appropriate management decisions to operate as efficiently as possible.
Labeling regulations could have an adverse impact on our business.
The United States has recently amended its Right-to-Know laws to require new content in labels affixed to chemical products being sold by chemical manufacturers and chemical distributors. The regulations and guidance from the U.S. Occupational, Health and Safety Administration, or OSHA, for the implementation of such new labeling requirements has indicated a transition date of June 1, 2015, but that distributors can continue to sell existing inventory with the pre-June 1 labels for a period up to December 1, 2015. Recent OSHA publications have caused some lack of clarity on this issue and the transition date for the sale of existing inventory. Although we believe we are properly complying with the transition rules, this lack of clarity in these regulations could impact the company in incremental labeling costs, delays or interruption in product supply and compliance issues.
Risks Related to Our Indebtedness
We and our subsidiaries may incur additional debt in the future, which could substantially reduce our profitability, limit our ability to pursue certain business opportunities and reduce the value of your investment.
As of March 31, 2015, we had $2,812.7 million of debt outstanding under our Senior Term Facility, $304.5 million of debt outstanding under our Senior ABL Facility and no borrowings outstanding under our European ABL Facility, with approximately $725.0 million available for additional borrowing under these facilities. Our former European ABL Facility due 2016 was terminated on March 24, 2014, and all amounts outstanding under such facility were repaid. Subject to certain limitations set forth in these facilities, we or our subsidiaries may incur additional debt in the future, or other obligations that do not constitute indebtedness, which could increase the risks described below and lead to other risks. The amount of our debt or such other obligations could have important consequences for holders of our common stock, including, but not limited to:
 
 	•	 	our ability to satisfy obligations to lenders may be impaired, resulting in possible defaults on and acceleration of our indebtedness;	
 
 	•	 	our ability to obtain additional financing for refinancing of existing indebtedness, working capital, capital expenditures, including costs associated with our international expansion, product and service development, acquisitions, general corporate purposes and other purposes may be impaired;	
 
 	•	 	our assets that currently serve as collateral for our debt may be insufficient, or may not be available, to support future financings;	
 
 	•	 	a substantial portion of our cash flow from operations could be used to repay the principal and interest on our debt;	
 
 	•	 	we may be increasingly vulnerable to economic downturns and increases in interest rates;	
 
 	•	 	our flexibility in planning for and reacting to changes in our business and the markets in which we operate may be limited; and	
 
 	•	 	we may be placed at a competitive disadvantage relative to other companies in our industry with less debt or comparable debt at more favorable interest rates.	
 
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The agreements governing our indebtedness contain operating covenants and restrictions that limit our operations and could lead to adverse consequences if we fail to comply with them.
The agreements governing our indebtedness contain certain operating covenants and other restrictions relating to, among other things, limitations on indebtedness (including guarantees of additional indebtedness) and liens, mergers, consolidations and dissolutions, sales of assets, investments and acquisitions, dividends and other restricted payments, repurchase of shares of capital stock and options to purchase shares of capital stock and certain transactions with affiliates. In addition, our Senior ABL Facility and European ABL Facility include certain financial covenants.
The restrictions in the agreements governing our indebtedness may prevent us from taking actions that we believe would be in the best interest of our business, and may make it difficult for us to successfully execute our business strategy or effectively compete with companies that are not similarly restricted. We may also incur future debt obligations that might subject us to additional restrictive covenants that could affect our financial and operational flexibility.
Failure to comply with these financial and operating covenants could result from, among other things, changes in our results of operations, the incurrence of additional indebtedness, the pricing of our products, our success at implementing cost reduction initiatives, our ability to successfully implement our overall business strategy or changes in general economic conditions, which may be beyond our control. The breach of any of these covenants or restrictions could result in a default under the agreements that govern these facilities that would permit the lenders to declare all amounts outstanding thereunder to be due and payable, together with accrued and unpaid interest. If we are unable to repay such amounts, lenders having secured obligations could proceed against the collateral securing these obligations. The collateral includes the capital stock of our domestic subsidiaries, 65% of the capital stock of our foreign subsidiaries and substantially all of our and our subsidiaries’ other tangible and intangible assets, subject in each case to certain exceptions. This could have serious consequences on our financial condition and results of operations and could cause us to become bankrupt or otherwise insolvent. In addition, these covenants may restrict our ability to engage in transactions that we believe would otherwise be in the best interests of our business and stockholders.
See “Description of Certain Indebtedness” for additional information about the financial and operating covenants set forth in the agreements governing our Amended Senior Term Facility, Senior ABL Facility and European ABL Facility.
Increases in interest rates would increase the cost of servicing our debt and could reduce our profitability.
Our debt outstanding under the Senior Term Facility, Senior ABL Facility and European ABL Facility bears interest at variable rates. As a result, increases in interest rates would increase the cost of servicing our debt and could materially reduce our profitability and cash flows. For additional information on our indebtedness, debt service obligations and sensitivity to interest rate fluctuations, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Qualitative and Quantitative Disclosures About Market Risk” and “Description of Certain Indebtedness” included elsewhere in this prospectus.
We may have future capital needs and may not be able to obtain additional financing on acceptable terms, or at all.
We have historically relied on debt financing to fund our operations, capital expenditures and expansion. The market conditions and the macroeconomic conditions that affect the markets in which we operate could have a material adverse effect on our ability to secure financing on acceptable terms, if at all. We may be unable to secure additional financing on favorable terms or at all and our operating cash flow may be insufficient to satisfy our financial obligations under the indebtedness outstanding from time to time. The terms of additional financing may limit our financial and operating flexibility. Our ability to satisfy our financial obligations will depend upon
 
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our future operating performance, the availability of credit generally, economic conditions and financial, business and other factors, many of which are beyond our control. Furthermore, if financing is not available when needed, or is not available on acceptable terms, we may be unable to take advantage of business opportunities or respond to competitive pressures, any of which could have a material adverse effect on our business, financial condition and results of operations.
If we raise additional funds through further issuances of equity, convertible debt securities or other securities convertible into equity, our existing stockholders could suffer significant dilution in their percentage ownership of our company, and any new securities we issue could have rights, preferences and privileges senior to those of holders of our common stock, including shares of common stock sold in this offering. If we are unable to obtain adequate financing or financing on terms satisfactory to us, if and when we require it, our ability to grow or support our business and to respond to business challenges could be significantly limited.
Risks Related to Our Common Stock and This Offering
Our common stock has no prior public market and the market price of our common stock may be volatile and could decline after this offering.
Prior to this offering, there has not been a public market for our common stock, and an active market for our common stock may not develop or be sustained after this offering. We will negotiate the initial public offering price per share with the representatives of the underwriters and therefore, that price may not be indicative of the market price of our common stock after this offering. We cannot assure you that an active public market for our common stock will develop after this offering or, if it does develop, it may not be sustained. In the absence of a public trading market, you may not be able to liquidate your investment in our common stock. In addition, the market price of our common stock may fluctuate significantly. Among the factors that could affect our stock price are:
 
 	•	 	industry or general market conditions;	
 
 	•	 	domestic and international economic factors unrelated to our performance;	
 
 	•	 	changes in our customers’ preferences;	
 
 	•	 	new regulatory pronouncements and changes in regulatory guidelines;	
 
 	•	 	legislative initiatives;	
 
 	•	 	adverse publicity related to us or another industry participant;	
 
 	•	 	actual or anticipated fluctuations in our quarterly operating results;	
 
 	•	 	changes in securities analysts’ estimates of our financial performance or lack of research and reports by industry analysts;	
 
 	•	 	action by institutional stockholders or other large stockholders (including the Equity Sponsors), including future sales;	
 
 	•	 	speculation in the press or investment community;	
 
 	•	 	investor perception of us and our industry;	
 
 	•	 	changes in market valuations or earnings of similar companies;	
 
 	•	 	announcements by us or our competitors of significant contracts, acquisitions or strategic partnerships;	
 
 	•	 	any future sales of our common stock or other securities; and	
 
 	•	 	additions or departures of key personnel.	
In particular, we cannot assure you that you will be able to resell your shares at or above the initial public offering price. The stock markets have experienced extreme volatility in recent years that has been unrelated to
 
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the operating performance of particular companies. These broad market fluctuations may adversely affect the trading price of our common stock. In the past, following periods of volatility in the market price of a company’s securities, class action litigation has often been instituted against such company. Any litigation of this type brought against us could result in substantial costs and a diversion of our management’s attention and resources, which would harm our business, operating results and financial condition.
Future sales of shares by existing stockholders could cause our stock price to decline.
Sales of substantial amounts of our common stock in the public market following this offering, or the perception that these sales could occur, could cause the market price of our common stock to decline. Based on shares outstanding as of                 , 2015, upon completion of this offering, we will have outstanding shares of common stock (or                 outstanding shares of common stock, assuming exercise of the underwriters’ option to purchase additional shares from us in full). All of the shares sold pursuant to this offering will be immediately tradable without restriction under the Securities Act unless held by “affiliates”, as that term is defined in Rule 144 under the Securities Act. The remaining shares of common stock outstanding as of                 , 2015 will be restricted securities within the meaning of Rule 144 under the Securities Act, but will be eligible for resale subject, in certain cases, to applicable volume, means of sale, holding period and other limitations of Rule 144 or pursuant to an exception from registration under Rule 701 under the Securities Act, subject to the terms of the lock-up agreements entered into among us, the representatives of the underwriters and stockholders holding more than     % of our common stock prior to this offering and our directors and executive officers. Upon completion of this offering, we intend to file one or more registration statements under the Securities Act to register the shares of common stock to be issued under our equity compensation plans and, as a result, all shares of common stock acquired upon exercise of stock options granted under our plans will also be freely tradable under the Securities Act of 1933, or the Securities Act, subject to the terms of the lock-up agreements, unless purchased by our affiliates. As of March 31, 2015, there were stock options outstanding to purchase a total of 10,544,215 shares of our common stock. In addition, 1,484,431 shares of common stock are reserved for future issuance under the Univar Inc. 2011 Stock Incentive Plan, or the Plan.
We and our directors, executive officers and stockholders holding more than     % of our common stock prior to this offering have agreed to a “lock-up,” meaning that, subject to certain exceptions, neither we nor they will sell any shares of our common stock without the prior consent of the representatives of the underwriters, for 180 days after the date of this prospectus. Following the expiration of this 180-day lock-up period, approximately             shares of our common stock will be eligible for future sale, subject to the applicable volume, manner of sale, holding period and other limitations of Rule 144. See “Shares of Common Stock Eligible for Future Sale” for a discussion of the shares of common stock that may be sold into the public market in the future. In addition, certain of our significant stockholders may distribute shares that they hold to their investors who themselves may then sell into the public market following the expiration of the lock-up period. Such sales may not be subject to the volume, manner of sale, holding period and other limitations of Rule 144. As resale restrictions end, the market price of our common stock could decline if the holders of those shares sell them or are perceived by the market as intending to sell them. The representatives of the underwriters may, in their sole discretion and at any time, release all or any portion of the securities subject to lock-up agreements entered into in connection with this offering. See “Underwriting (Conflict of Interest).” In the future, we may issue additional shares of common stock or other equity or debt securities convertible into common stock in connection with a financing, acquisition, litigation settlement or employee arrangement or otherwise. Any of these issuances could result in substantial dilution to our existing stockholders and could cause the trading price of our common stock to decline.
If securities or industry analysts do not publish research or publish misleading or unfavorable research about our business, our stock price and trading volume could decline.
The trading market for our common stock will depend in part on the research and reports that securities or industry analysts publish about us or our business. We do not currently have and may never obtain research
 
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coverage by securities and industry analysts. If there is no coverage of our company by securities or industry analysts, the trading price for our stock would be negatively impacted. In the event we obtain securities or industry analyst coverage; if one or more of these analysts downgrades our stock or publishes misleading or unfavorable research about our business, our stock price would likely decline. If one or more of these analysts ceases coverage of our company or fails to publish reports on us regularly, demand for our stock could decrease, which could cause our stock price or trading volume to decline.
The Equity Sponsors control the direction of our business. If the ownership of our common stock continues to be highly concentrated, it could prevent you and other stockholders from influencing significant corporate decisions.
Following the completion of this offering, the Equity Sponsors will collectively beneficially own approximately     % of the outstanding shares of our common stock, assuming that the underwriters do not exercise their option to purchase additional shares. As a result, the Equity Sponsors will exercise significant influence over all matters requiring stockholder approval for the foreseeable future, including approval of significant corporate transactions, which may reduce the market price of our common stock.
The Amended and Restated Stockholders’ Agreement will allow the Equity Sponsors to nominate six directors each as long as they own at least 50% of the shares of our common stock that the applicable Equity Sponsor owned on November 30, 2010, or any shares or other securities into which or for which such shares of common stock may have been converted or exchanged in connection with any exchange, reclassification, dividend, distribution, stock split, combination, subdivision, merger, spin-off, recapitalization, reorganization or similar transaction. This could allow the Equity Sponsors to nominate the entire board of directors. In addition, we will be a “controlled company” for the purposes of the NYSE rules, which will provide us with exemptions from certain of the corporate governance standards imposed by the NYSE’s rules. These provisions will allow the Equity Sponsors to exercise significant control over our corporate decisions and limit the ability of the public stockholders to influence our decision making.
Our Third Amended and Restated Certificate of Incorporation and our Second Amended and Restated Bylaws will also include a number of provisions that may discourage, delay or prevent a change in our management or control for so long as the Equity Sponsors own specified percentages of our common stock. See “—Anti-takeover provisions in our charter documents and Delaware law could discourage, delay or prevent a change in control of our company and may affect the trading price of our common stock.” These provisions not only could have a negative impact on the trading price of our common stock, but could also allow the Equity Sponsors to delay or prevent a corporate transaction that the public stockholders approve of.
Our Third Amended and Restated Certificate of Incorporation will provide that we will waive any interest or expectancy in corporate opportunities presented to the Equity Sponsors.
Our Third Amended and Restated Certificate of Incorporation will provide that we, on our behalf and on behalf of our subsidiaries, renounce and waive any interest or expectancy in, or in being offered an opportunity to participate in, corporate opportunities that are from time to time presented to the Equity Sponsors, or their respective officers, directors, agents, stockholders, members, partners, affiliates or subsidiaries, even if the opportunity is one that we or our subsidiaries might reasonably be deemed to have pursued or had the ability or desire to pursue if granted the opportunity to do so. None of the Equity Sponsors or their respective agents, stockholders, members, partners, affiliates or subsidiaries will generally be liable to us or any of our subsidiaries for breach of any fiduciary or other duty, as a director or otherwise, by reason of the fact that such person pursues, acquires or participates in such corporate opportunity, directs such corporate opportunity to another person or fails to present such corporate opportunity, or information regarding such corporate opportunity, to us or our subsidiaries unless, in the case of any such person who is a director or officer, such corporate opportunity is expressly offered to such director or officer in writing solely in his or her capacity as a director or officer. Stockholders will be deemed to have notice of and consented to this provision of our Third Amended and Restated Certificate of Incorporation. This will allow the Equity Sponsors to
 
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compete with us. Strong competition for investment opportunities could result in fewer such opportunities for us. We likely will not always be able to compete successfully with our competitors and competitive pressures or other factors may also result in significant price competition, particularly during industry downturns, which could have a material adverse effect on our business, prospects, financial condition, results of operations and cash flows.
Fulfilling our obligations incident to being a public company, including with respect to the requirements of and related rules under the Sarbanes-Oxley Act of 2002, will be expensive and time-consuming, and any delays or difficulties in satisfying these obligations could have a material adverse effect on our future results of operations and our stock price.
Following this offering, we will be subject to the reporting and corporate governance requirements, the listing standards of the NYSE and the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, which apply to issuers of listed equity, which will impose certain new compliance costs and obligations upon us. The changes necessitated by publicly listing our equity will require a significant commitment of additional resources and management oversight which will increase our operating costs. These changes will also place additional demands on our finance and accounting staff and on our financial accounting and information systems. Other expenses associated with being a public company include increases in auditing, accounting and legal fees and expenses, investor relations expenses, increased directors’ fees and director and officer liability insurance costs, registrar and transfer agent fees and listing fees, as well as other expenses. As a public company, we will be required, among other things, to:
 
 	•	 	prepare and file periodic reports, and distribute other shareholder communications, in compliance with the federal securities laws and the NYSE rules;	
 
 	•	 	define and expand the roles and the duties of our Board of Directors and its committees; and	
 
 	•	 	institute more comprehensive compliance, investor relations and internal audit functions.	
In particular, upon completion of this offering, the Sarbanes-Oxley Act will require us to document and test the effectiveness of our internal control over financial reporting in accordance with an established internal control framework, and to report on our conclusions as to the effectiveness of our internal controls. Likewise, our independent registered public accounting firm will be required to provide an attestation report on the effectiveness of our internal control over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act. In addition, upon completion of this offering, we will be required under the Securities Exchange Act of 1934, as amended, or the Exchange Act, to maintain disclosure controls and procedures and internal control over financial reporting. Any failure to implement required new or improved controls, or difficulties encountered in their implementation, could harm our operating results or cause us to fail to meet our reporting obligations. If we are unable to conclude that we have effective internal control over financial reporting, investors could lose confidence in the reliability of our financial statements. This could result in a decrease in the value of our common shares. Failure to comply with the Sarbanes-Oxley Act could potentially subject us to sanctions or investigations by the Securities and Exchange Comission, or the SEC, the NYSE or other regulatory authorities, which would require additional financial and management resources.
Our ability to successfully implement our business plan and comply with Section 404 requires us to be able to prepare timely and accurate financial statements. Any delay in the implementation of, or disruption in the transition to, new or enhanced systems, procedures or controls, may cause our operations to suffer and we may be unable to conclude that our internal control over financial reporting is effective and to obtain an unqualified report on internal controls from our auditors. Moreover, we cannot be certain that these measures would ensure that we implement and maintain adequate controls over our financial processes and reporting in the future. Even if we were to conclude, and our auditors were to concur, that our internal control over financial reporting provided reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, because of its inherent limitations, internal control
 
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over financial reporting may not prevent or detect fraud or misstatements. This, in turn, could have an adverse impact on trading prices for our shares of common stock, and could adversely affect our ability to access the capital markets.
Anti-takeover provisions in our charter documents and Delaware law could discourage, delay or prevent a change in control of our company and may affect the trading price of our common stock.
Our Third Amended and Restated Certificate of Incorporation and Second Amended and Restated By-laws will include a number of provisions that may discourage, delay or prevent a change in our management or control over us that stockholders may consider favorable. For example, our Third Amended and Restated Certificate of Incorporation and Second Amended and Restated By-laws will:
 
 	•	 	authorize the issuance of “blank check” preferred stock that could be issued by our Board of Directors to thwart a takeover attempt;	
 
 	•	 	establish a classified Board of Directors, as a result of which our board will be divided into three classes, with each class serving for staggered three-year terms, which prevents stockholders from electing an entirely new Board of Directors at an annual meeting;	
 
 	•	 	limit the ability of stockholders to remove directors if the Equity Sponsors collectively cease to own more than 25% of our voting common stock;	
 
 	•	 	provide that vacancies on the Board of Directors, including newly-created directorships, may be filled only by a majority vote of directors then in office;	
 
 	•	 	prohibit stockholders from calling special meetings of stockholders if the Equity Sponsors collectively cease to own more than 50% of our voting common stock;	
 
 	•	 	prohibit stockholder action by written consent, thereby requiring all actions to be taken at a meeting of the stockholders if the Equity Sponsors collectively cease to own more than 50% of our voting common stock;	
 
 	•	 	establish advance notice requirements for nominations for election to our Board of Directors or for proposing matters that can be acted upon by stockholders at stockholder meetings; and	
 
 	•	 	require the approval of holders of at least 75% of the outstanding shares of our voting common stock to amend the by-laws and certain provisions of the certificate of incorporation if the Equity Sponsors collectively cease to own more than 50% of our common stock.	
These provisions may prevent our stockholders from receiving the benefit from any premium to the market price of our common stock offered by a bidder in a takeover context. Even in the absence of a takeover attempt, the existence of these provisions may adversely affect the prevailing market price of our common stock if the provisions are viewed as discouraging takeover attempts in the future. See “Description of Capital Stock—Anti-Takeover Effects of our Certificate of Incorporation and By-laws.” Our Third Amended and Restated Certificate of Incorporation and Second Amended and Restated By-laws may also make it difficult for stockholders to replace or remove our management. These provisions may facilitate management entrenchment that may delay, deter, render more difficult or prevent a change in our control, which may not be in the best interests of our stockholders.
Our Third Amended and Restated Certificate of Incorporation will include provisions limiting the personal liability of our directors for breaches of fiduciary duty under the DGCL.
Our Third Amended and Restated Certificate of Incorporation will contain provisions permitted under the DGCL relating to the liability of directors. These provisions will eliminate a director’s personal liability to the fullest extent permitted by the DGCL for monetary damages resulting from a breach of fiduciary duty, except in circumstances involving:
 
 	•	 	any breach of the director’s duty of loyalty;	
 
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 	•	 	acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of the law;	
 
 	•	 	under Section 174 of the DGCL (unlawful dividends); or	
 
 	•	 	any transaction from which the director derives an improper personal benefit.	
The principal effect of the limitation on liability provision is that a stockholder will be unable to prosecute an action for monetary damages against a director unless the stockholder can demonstrate a basis for liability for which indemnification is not available under the DGCL. These provisions, however, should not limit or eliminate our rights or any stockholder’s rights to seek non-monetary relief, such as an injunction or rescission, in the event of a breach of a director’s fiduciary duty. These provisions will not alter a director’s liability under federal securities laws. The inclusion of this provision in our Third Amended and Restated Certificate of Incorporation may discourage or deter stockholders or management from bringing a lawsuit against directors for a breach of their fiduciary duties, even though such an action, if successful, might otherwise have benefited us and our stockholders.
Our Third Amended and Restated Certificate of Incorporation will designate the Court of Chancery of the State of Delaware as the exclusive forum for certain litigation that may be initiated by our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us.
Our Third Amended and Restated Certificate of Incorporation will provide that the Court of Chancery of the State of Delaware will be the sole and exclusive forum for (i) any derivative action or proceeding brought on our behalf, (ii) any action asserting a claim of breach of a fiduciary duty owed to us or our stockholders by any of our directors, officers, employees or agents, (iii) any action asserting a claim against us arising under the General Corporation Law of the State of Delaware, or the DGCL, or (iv) any action asserting a claim against us that is governed by the internal affairs doctrine. By becoming a stockholder in our company, you will be deemed to have notice of and have consented to the provisions of our Third Amended and Restated Certificate of Incorporation related to choice of forum. The choice of forum provision in our amended and restated certificate of incorporation Third Amended and Restated Certificate of Incorporation may limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us.
Investors purchasing common stock in this offering will experience immediate and substantial dilution as a result of this offering and future equity issuances.
If you purchase shares of our common stock in this offering, you will incur immediate and substantial dilution in the book value of your stock, because the price that you pay will be substantially greater than the net tangible book value per share of the shares you acquire. As a result, you will pay a price per share that substantially exceeds the book value of our assets after subtracting our liabilities. The net tangible deficit per share, calculated as of                 , 2015 and after giving effect to the offering, is                 . Investors purchasing common stock in this offering will experience immediate and substantial dilution of                 per share. In addition, we have issued options to acquire common stock at prices significantly below the initial public offering price. To the extent outstanding options are ultimately exercised, there will be further dilution to investors in this offering. In addition, if the underwriters exercise their option to purchase additional shares from us, or if we issue additional equity securities in the future, investors purchasing common stock in this offering will experience additional dilution. See “Dilution.”
We do not intend to pay dividends on our common stock and, consequently, your ability to achieve a return on your investment will depend on appreciation in the price of our common stock.
We do not intend to declare and pay dividends on our common stock for the foreseeable future. We currently intend to invest our future earnings, if any, to fund our growth. Therefore, you are not likely to receive any dividends on your common stock for the foreseeable future and the success of an investment in shares of our
 
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common stock will depend upon any future appreciation in their value. There is no guarantee that shares of our common stock will appreciate in value or even maintain the price at which our stockholders have purchased their shares.
We expect to be a “controlled company” within the meaning of the NYSE rules and, as a result, we will qualify for, and currently intend to rely on, exemptions from certain corporate governance requirements. You will not have the same protections afforded to stockholders of companies that are subject to such requirements.
After completion of this offering we expect that the Equity Sponsors will collectively beneficially own approximately     % of the outstanding shares of our common stock, assuming that the underwriters do not exercise their option to purchase additional shares. If that occurs, we expect to qualify as a “controlled company” within the meaning of the NYSE corporate governance rules. Under these rules, a company of which more than 50% of the voting power is held by an individual, group or another company is a “controlled company” and may elect not to comply with certain corporate governance requirements, including:
 
 	•	 	the requirement that a majority of the Board of Directors consist of independent directors;	
 
 	•	 	the requirement that we have a nominating and corporate governance committee that is composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities, or otherwise have director nominees selected by vote of a majority of the independent directors;	
 
 	•	 	the requirement that we have a compensation committee that is composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities; and	
 
 	•	 	the requirement for an annual performance evaluation of the nominating and corporate governance and compensation committees.	
Accordingly, we intend to rely on exemptions from certain corporate governance requirements. As a result, we may not have a majority of independent directors, our compensation committee and nominating and corporate governance committee may not consist entirely of independent directors and the board committees may not be subject to annual performance evaluations. Additionally, we are only required to have one independent audit committee member upon the listing of our common stock on the NYSE, a majority of independent audit committee members within 90 days from the date of listing and all independent audit committee members within one year from the date of listing. Consequently, you will not have the same protections afforded to stockholders of companies that are subject to all applicable stock exchange corporate governance rules and requirements. Our status as a controlled company could make our common stock less attractive to some investors or otherwise harm our stock price.
 
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 USE OF PROCEEDS
Based upon an assumed initial public offering price of $                 per share, which is the mid-point of the price range set forth on the cover of this prospectus, we estimate that we will receive net proceeds from this offering of approximately $                 million, after deducting underwriting discounts and commissions and estimated offering expenses payable by us of approximately $                 million in connection with this offering.
We intend to use the net proceeds from this offering to (i) redeem, repurchase or otherwise acquire or retire $                million of our outstanding 2017 Subordinated Notes and $                million of our outstanding 2018 Subordinated Notes, (ii) pay related fees and expenses, (iii) pay the Equity Sponsors an aggregate fee of approximately $26 million to terminate the consulting agreements described below under “Certain Relationships and Related Party Transactions—Consulting Agreements” and (iv) to use the remaining proceeds, if any, for general corporate purposes.
Interest on the 2017 Subordinated Notes and the 2018 Subordinated Notes is payable in arrears quarterly at the rate of 10.50% per annum payable quarterly to holders of record as of the record date immediately preceding the interest payment date. The 2017 Subordinated Notes mature on September 30, 2017 and the 2018 Subordinated Notes mature on June 30, 2018.
A $1.00 increase or decrease in the assumed initial public offering price of $                 per share (the midpoint of the price range set forth on the front cover of this prospectus) would increase or decrease the net proceeds to us from this offering by $                 million, assuming the number of shares offered by us remains the same and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us. An increase or decrease of shares in the number of                 shares offered would increase or decrease the total consideration paid by us to new investors by $                 million, assuming the initial public offering price of $                 per share (the mid-point of the price range set forth on the front cover of this prospectus) remains the same and after deducting the underwriting discounts and commissions and estimated offering expenses payable by us. The information discussed above is illustrative only and will adjust based on the initial public offering price and other terms of this offering determined at pricing.
 
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 DIVIDEND POLICY
We have not declared or paid cash dividends on our capital stock in our most recent three fiscal years or in 2015. We do not expect to pay any cash dividends for the foreseeable future. We currently intend to retain any future earnings to finance our operations and growth. Any future determination to pay cash dividends will be at the discretion of our board of directors and will be dependent on earnings, financial condition, operating results, capital requirements, any contractual restrictions and other factors that our board of directors deems relevant. In addition, our secured credit facilities contain limitations on our ability to declare and pay cash dividends. Pursuant to the terms of our Senior ABL Facility, we may pay dividends on our stock as long as (i) no default or event of default has occurred and (ii) either (a)(I) the total availability is at least 20% of the total borrowing base and (II) the U.S. availability is greater than 20% of the U.S. borrowing base or (b)(I) the total availability is greater than 12.5% of the total borrowing base, (II) the U.S. availability is greater than 12.5% of the U.S. borrowing base and (III) after giving effect to the dividend payment, we have a fixed charge coverage ratio of 1.0 to 1.0, subject to certain other restrictions in our Senior ABL Facility. Pursuant to the terms of our Senior Term Facility, we may pay dividends on our stock so long as no event of default has occurred and is continuing thereunder and provided that at the time of such payment of dividends, and after giving effect thereto, our consolidated total leverage ratio does not exceed 4.00 to 1.00 and the amount of such dividends does not exceed $20 million in the aggregate, subject to certain other restrictions in our Senior Term Facility. Pursuant to the terms of our European ABL Facility, we may pay dividends on our stock as long as (i) no default or event of default has occurred and (ii) either (a) the total availability is greater than the greater of (I) 20% of the total borrowing base and (II) €35 million or (b)(I) the total availability is greater than the greater of (x) 12.5% of the total borrowing base and (y) €20 million and (II) after giving effect to the dividend payment, we have a fixed charge coverage ratio of 1.0 to 1.0, subject to certain other restrictions in our European ABL Facility. For a description of our Senior ABL Facility, Senior Term Facility and European ABL Facility, see “Description of Certain Indebtedness.”
 
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 CAPITALIZATION
The following table sets forth our cash and cash equivalents and capitalization on a consolidated basis as of March 31, 2015:
 
 	•	 	on an actual basis;	
 
 	•	 	on an as adjusted basis to give effect to the sale by us of shares of our common stock in this offering at an assumed initial public offering price of $                 per share (and after deducting estimated underwriting discounts and commissions and offering expenses payable by us) and the use of the net proceeds therefrom as described in “Use of Proceeds.”	
The as adjusted information below is illustrative only and our capitalization following the completion of this offering will be adjusted based on the actual initial offering price and other terms of this offering determined at pricing. You should read this table in conjunction with the sections of this prospectus entitled “Selected Consolidated Financial Data,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Description of Certain Indebtedness” and our consolidated financial statements and related notes included elsewhere in this prospectus.

 	  	As of March 31, 2015	 	
 	  	Actual	 	  	As
Adjusted(1)	 	
 	  	 	 	  	(unaudited)	 	
 	  	(Dollars in millions except
per share data)	 	
Cash and cash equivalents	  	$	181.4	  	  	$	 	  	
	  	 	 	 	  	 	 	 	
Senior Term Loan Facilities:									
Term B Loan due 2017		$	2,676.2	  		$	 	  	
Euro Tranche Term Loan due 2017		 	136.5	  					
Asset Backed Loan (ABL) Facilities:									
ABL Revolver due 2018		 	267.0	  					
ABL Term Loan due 2016		 	37.5	  					
European ABL Facility due 2019		 	—  	  					
Senior Subordinated Notes:									
Senior Subordinated Notes due 2017		 	600.0	  					
Senior Subordinated Notes due 2018		 	50.0	  					
Capital Lease Obligations		 	13.5	  					
	  	 	 	 	  	 	 	 	
Total Debt Before Discount		 	3,780.7	  					
Discount on Long-Term Debt		 	(20.2	) 					
	  	 	 	 	  	 	 	 	
Total Long Term Debt		 	3,760.5	  					
Stockholders’ equity (deficit):									
Common stock, par value $0.000000014 per share, 734,625,648 shares authorized: (i) Actual: 199,040,997 shares issued and outstanding and (ii) As adjusted:                 shares issued and                 shares outstanding		 	—  	  					
Additional paid-in capital		 	1,461.1	  					
Accumulated deficit		 	(981.6	) 					
Accumulated other comprehensive loss		 	(329.3	) 					
	  	 	 	 	  	 	 	 	
Total stockholders’ equity		 	150.2	  					
	  	 	 	 	  	 	 	 	
Total capitalization		$	3,910.7	  		$	 	  	

(1)	A $1.00 increase or decrease in the assumed initial public offering price of $                 per share (the midpoint of the price range set forth on the front cover of this prospectus) would increase or decrease the net	
 
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 	proceeds to us from this offering by $                 million, assuming the number of shares offered by us remains the same and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us. An increase or decrease of                 shares in the number of shares offered would increase or decrease the net proceeds by $                 million, assuming the initial public offering price of $                 per share (the mid-point of the price range set forth on the front cover of this prospectus) remains the same and after deducting the underwriting discounts and commissions and estimated offering expenses payable by us.	
The share information as of March 31, 2015 shown in the table above excludes any shares to be reserved for issuance under our stock option plans that may be adopted prior to the completion of this offering.
 
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 DILUTION
If you invest in our common stock, the book value of your ownership interest will be immediately diluted to the extent of the difference between the initial public offering price per share of our common stock and the net tangible book value per share of our common stock immediately after this offering.
Our net tangible book value as of             , 2015 was $             million and net tangible book value per share was $            . Net tangible book value per share before the offering has been determined by dividing net tangible book value (total book value of tangible assets less total liabilities) by the number of shares of common stock outstanding at             , 2015, after giving effect to a             for             stock split of our common stock effected on             , 2015.
After giving effect to the sale of shares of our common stock in this offering at an assumed initial public offering price of $                 per share (the mid-point of the price range set forth on the cover page of this prospectus) and after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us, our net tangible book value at                 , 2015 would have been $                 million, or $                 per share. This represents an immediate increase in net tangible book value per share of $                 to our existing stockholders and dilution in net tangible book value per share of $                 to new investors who purchase shares in this offering. The following table illustrates this per share dilution to new investors:

Initial public offering price per share						$	                	  	
Net tangible book value (deficit) per share as of             , 2015		$	                	  					
Increase per share attributable to this offering									
	  	 	 	 	  				
Net tangible book value (deficit) per share after this offering						$	 	  	
	  				  	 	 	 	
Dilution in net tangible book value (deficit) per share to new investors						$	 	  	
	  				  	 	 	 	
A $1.00 increase or decrease in the assumed initial public offering price of $                 per share (the midpoint of the price range set forth on the front cover of this prospectus) would increase or decrease the net proceeds to us from this offering by $                 million, assuming the number of shares offered by us remains the same and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us. An increase or decrease of                 shares in the number of shares offered would increase or decrease the total consideration paid by us to new investors by $                 million, assuming the initial public offering price of $                 per share, the mid-point of the price range set forth on the front cover of this prospectus, remains the same and after deducting the underwriting discounts and commissions and estimated offering expenses payable by us.
The following table summarizes, as of             , 2015, the total number of shares of common stock purchased from us, the total consideration paid to us and the average price per share paid by the existing stockholders and by new investors purchasing shares in this offering:

 	  	Shares Purchased	 	 	Total Consideration	 	 	Average
Price
Per Share	 	
 	  	Number	  	Percent	 	 	Amount	  	Percent	 	 			
 	  	(Shares in
thousands)	 	 	(Dollars in
millions)	 	 	 	 	
Existing stockholders	  		  	 	            	% 	 		  	 	                	% 	 	$	                	  	
New investors	  		  	 	            	% 	 		  	 	                	% 	 	$	 	  	
	  	 	  	 	 	 	 	 	  	 	 	 	 	 	 	 	
Total				 	100	% 				 	100	% 		$	 	  	
	  	 	  	 	 	 	 	 	  	 	 	 	 	 	 	 	
If the underwriters were to exercise their option to purchase additional shares in full, the percentage of shares of common stock held by existing stockholders would be     %, and the percentage of shares of common stock held by new investors would be     %.
The share information as of                 , 2015 shown in the table above excludes any shares to be reserved for issuance under our stock option plans that may be adopted prior to the completion of this offering.
 
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 SELECTED CONSOLIDATED FINANCIAL DATA
The following table presents our summary consolidated financial data as of and for the periods indicated. The selected consolidated financial data as of December 31, 2014 and 2013 and for the years ended December 31, 2014, 2013 and 2012 have been derived from our audited consolidated financial statements included elsewhere in this prospectus. The selected consolidated financial data as of December 31, 2012, 2011 and 2010 and for the fiscal years ended December 31, 2011 and 2010 are derived from our audited consolidated financial statements which are not included in this prospectus. The summary consolidated financial data as of March 31, 2015 and for the three months ended March 31, 2015 and 2014 have been derived from our unaudited condensed consolidated financial statements included elsewhere in this prospectus. In the opinion of our management, our unaudited condensed consolidated financial statements contain all adjustments necessary for a fair presentation of our financial position, results of our operations and cash flows. Our historical consolidated financial data may not be indicative of our future performance.
This “Selected Consolidated Financial Data” should be read in conjunction with “Prospectus Summary—Summary Consolidated Financial and Operating Data,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our audited consolidated financial statements and related notes included elsewhere in this prospectus.

 	 	Fiscal Year Ended	 	 	Three Months Ended	 	
 	 	December 31,
2014	 	 	December 31,
2013	 	 	December 31,
2012	 	 	December 31,
2011	 	 	December 31,
2010	 	 	March 31,
2015	 	 	March 31,
2014	 	
 	 	(Dollars in millions, except share and per share data)	 	
 	 	(audited)	 	 	(unaudited)	 	
Consolidated Statement of Operations:	 				 				 				 				 				 				 				
Net sales	 	$	10,373.9	  	 	$	10,324.6	  	 	$	9,747.1	  	 	$	9,718.5	  	 	$	7,908.2	  	 	$	 2,299.1	  	 	$	 2,516.4	  	
Cost of goods sold (exclusive of depreciation)	 	 	8,443.2	  	 	 	8,448.7	  	 	 	7,924.6	  	 	 	7,883.0	  	 	 	6,399.9	  	 	 	1,837.5	  	 	 	2,044.0	  	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Gross profit		 	1,930.7	  		 	1,875.9	  		 	1,822.5	  		 	1,835.5	  		 	1,508.3	  		 	461.6	  		 	472.4	  	
Operating expenses:																													
Outbound freight and handling expenses		 	365.5	  		 	326.0	  		 	308.2	  		 	294.1	  		 	209.4	  		 	84.5	  		 	87.8	  	
Warehousing, selling and administrative		 	923.5	  		 	951.7	  		 	907.1	  		 	895.4	  		 	799.8	  		 	231.4	  		 	239.0	  	
Other operating expenses, net		 	197.1	  		 	12.0	  		 	177.7	  		 	140.3	  		 	86.2	  		 	8.1	  		 	21.7	  	
Depreciation		 	133.5	  		 	128.1	  		 	111.7	  		 	108.4	  		 	83.0	  		 	32.0	  		 	30.6	  	
Amortization		 	96.0	  		 	100.0	  		 	93.3	  		 	90.0	  		 	45.6	  		 	21.9	  		 	23.7	  	
Impairment charges		 	0.3	  		 	135.6	  		 	75.8	  		 	173.9	  		 	12.6	  		 	—  	  		 	—  	  	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Total operating expenses		 	1,715.9	  		 	1,653.4	  		 	1,673.8	  		 	1,702.1	  		 	1,236.6	  		 	377.9	  		 	402.8	  	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Operating income		 	214.8	  		 	222.5	  		 	148.7	  		 	133.4	  		 	271.7	  		 	83.7	  		 	69.6	  	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Other (expense) income																													
Interest income		 	8.2	  		 	11.0	  		 	9.0	  		 	7.1	  		 	7.7	  		 	1.2	  		 	2.4	  	
Interest expense		 	(258.8	) 		 	(305.5	) 		 	(277.1	) 		 	(280.7	) 		 	(309.6	) 		 	(64.4)	  		 	(66.3)	  	
Loss on extinguishment of debt		 	(1.2	) 		 	(2.5	) 		 	(0.5	) 		 	(16.1	) 		 	(14.5	) 		 	—  	  		 	(1.2	) 	
Other income (expense), net		 	1.1	  		 	(17.6	) 		 	(1.9	) 		 	(4.0	) 		 	4.5	  		 	6.8	  		 	(1.9	) 	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Total other expense		 	(250.7	) 		 	(314.6	) 		 	(270.5	) 		 	(293.7	) 		 	(311.9	) 		 	(56.4	) 		 	(67.0	) 	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Income (loss) before income taxes		 	(35.9	) 		 	(92.1	) 		 	(121.8	) 		 	(160.3	) 		 	(40.2	) 		 	27.3	  		 	2.6	  	
Income tax expense (benefit)		 	(15.8	) 		 	(9.8	) 		 	75.6	  		 	15.9	  		 	30.4	  		 	7.6	  		 	5.4	  	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Net income (loss)		$	(20.1	) 		$	(82.3	) 		$	(197.4	) 		$	(176.2	) 		$	(70.6	) 		$	19.7	  		$	(2.8	) 	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Net income (loss) per common share:																													
Basic and diluted		$	(0.10	) 		$	(0.42	) 		$	(1.01	) 		$	(0.91	) 		$	(0.48	) 		$	0.10	  		$	(0.01	) 	
Weighted average common shares used in computing net income (loss) per share:																													
Basic		 	197,892,352	  		 	197,060,636	  		 	195,186,585	  		 	194,518,767	  		 	148,003,681	  		 	198,237,303	  		 	197,746,968	  	
Diluted		 	197,892,352	  		 	197,060,636	  		 	195,186,585	  		 	194,518,767	  		 	148,003,681	  		 	199,205,264	  		 	197,746,968	  	
 
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 	 	As of	 	 	Three
Months
Ended	 	
 	 	December 31,
2014	 	 	December 31,
2013	 	 	December 31,
2012	 	 	December 31,
2011	 	 	December 31,
2010	 	 	March 31,
2015	 	
 	 	(Dollars in millions)	 	
 	 	(audited)	 	 	(unaudited)	 	
Balance sheet data:	 				 				 				 				 				 				
Cash and cash equivalents	 	$	206.0	  	 	$	180.4	  	 	$	220.9	  	 	$	96.3	  	 	$	127.9	  	 	$	181.4	  	
Total assets	 	 	6,076.6	  	 	 	6,217.0	  	 	 	6,530.5	  	 	 	5,712.1	  	 	 	6,755.8	  	 	 	5,916.3	  	
Long-term obligations	 	 	4,309.6	  	 	 	4,244.8	  	 	 	4,525.4	  	 	 	3,632.9	  	 	 	4,607.4	  	 	 	4,222.4	  	
Stockholders’ equity	 	 	248.1	  	 	 	381.3	  	 	 	526.4	  	 	 	660.3	  	 	 	875.9	  	 	 	150.2	  	

 	 	Fiscal Year Ended	 	 	Three Months Ended	 	
 	 	December 31,
2014	 	 	December 31,
2013	 	 	December 31,
2012	 	 	December 31,
2011	 	 	December 31,
2010	 	 	March 31,
2015	 	 	March 31,
2014	 	
 	 	(Dollars in millions)
(unaudited)	 	
Other financial data:	 				 				 				 				 				 				 				
Net cash provided (used) by operating activities	 	$	126.3	  	 	$	289.3	  	 	$	15.5	  	 	$	262.4	  	 	$	27.1	  	 	$	88.1	  	 	$	(48.3	) 	
Net cash used by investing activities	 	 	(148.2	) 	 	 	(215.7	) 	 	 	(657.1	) 	 	 	(250.8	) 	 	 	(789.6	) 	 	 	(30.2	) 	 	 	(23.7	) 	
Net cash provided (used) by financing activities	 	 	84.1	  	 	 	(110.5	) 	 	 	753.8	  	 	 	(35.1	) 	 	 	749.0	  	 	 	(48.4	) 	 	 	63.4	  	
Capital expenditures	 	 	113.9	  	 	 	141.3	  	 	 	170.1	  	 	 	102.9	  	 	 	92.0	  	 	 	31.9	  	 	 	24.9	  	
Adjusted EBITDA(1)	 	 	641.7	  	 	 	598.2	  	 	 	607.2	  	 	 	646.0	  	 	 	499.1	  	 	 	145.7	  	 	 	145.6	  	
Adjusted EBITDA margin(1)	 	 	6.2	% 	 	 	5.8	% 	 	 	6.2	% 	 	 	6.6	% 	 	 	6.3	% 	 	 	6.3	% 	 	 	5.8	% 	

(1)	For a complete discussion of the method of calculating Adjusted EBITDA and its usefulness, refer to “Prospectus Summary—Summary Consolidated Financial and Operating Data,” included elsewhere in this prospectus. The following is a quantitative reconciliation of Adjusted EBITDA to the most directly comparable GAAP financial performance measure, which is net income (loss):	

 	 	Fiscal Year Ended	 	 	Three Months Ended	 	
 	 	December 31,
2014	 	 	December 31,
2013	 	 	December 31,
2012	 	 	December 31,
2011	 	 	December 31,
2010	 	 	March 31,
2015	 	 	March 31,
2014	 	
 	 	(Dollars in millions)	 	
Net income (loss)	 	$	(20.1	) 	 	$	(82.3	) 	 	$	(197.4	) 	 	$	(176.2	) 	 	$	(70.6	) 	 	$	19.7	  	 	$	(2.8	) 	
Income tax expense (benefit)	 	 	(15.8	) 	 	 	(9.8	) 	 	 	75.6	  	 	 	15.9	  	 	 	30.4	  	 	 	7.6	  	 	 	5.4	  	
Interest expense, net	 	 	250.6	  	 	 	294.5	  	 	 	268.1	  	 	 	273.6	  	 	 	301.9	  	 	 	63.2	  	 	 	63.9	  	
Loss on extinguishment of debt	 	 	1.2	  	 	 	2.5	  	 	 	0.5	  	 	 	16.1	  	 	 	14.5	  	 	 	—  	  	 	 	1.2	  	
Amortization	 	 	96.0	  	 	 	100.0	  	 	 	93.3	  	 	 	90.0	  	 	 	45.6	  	 	 	21.9	  	 	 	23.7	  	
Depreciation	 	 	133.5	  	 	 	128.1	  	 	 	111.7	  	 	 	108.4	  	 	 	83.0	  	 	 	32.0	  	 	 	30.6	  	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
EBITDA		$	445.4	  		$	433.0	  		$	351.8	  		$	327.8	  		$	404.8	  		$	144.4	  		$	122.0	  	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Impairment charges(a)		 	0.3	  		 	135.6	  		 	75.8	  		 	173.9	  		 	12.6	  		 	—  	  		 	—  	  	
Other operating expenses, net(b)		 	197.1	  		 	12.0	  		 	177.7	  		 	140.3	  		 	86.2	  		 	8.1	  		 	21.7	  	
Other (income) expense, net(c)		 	(1.1	) 		 	17.6	  		 	1.9	  		 	4.0	  		 	(4.5	) 		 	(6.8	) 		 	1.9	  	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Adjusted EBITDA		$	641.7	  		$	598.2	  		$	607.2	  		$	646.0	  		$	499.1	  		$	145.7	  		$	145.6	  	

(a)	The 2014 impairment charges primarily related to impairments of idle properties and equipment. The 2013 impairment charges primarily related to the write-off of goodwill related to the Rest of World segment as well as the write-off of capitalized software costs related to a global ERP system. The 2012 and 2011 impairment charges primarily related to the impairment of goodwill in the EMEA segment. The 2010 impairment charges primarily related to impairments of idle properties and equipment.	
(b)	Other operating expense, net primarily consists of pension mark to market adjustments, acquisition and integration related expenses, employee stock based compensation expense, redundancy and restructuring costs, advisory fees paid to stockholders, and other unusual and non-recurring expenses.	
(c)	Other (income) expense, net consists of gains and losses on foreign currency transactions, undesignated derivative instruments, ineffective portion of cash flow hedges, debt refinancing costs and other nonoperating activity.	
 
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 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Overview
We are a leading global chemical distributor and provider of innovative value-added services. For the fiscal year ended December 31, 2014, we held the #1 market position in North America and the #2 market position in Europe. We source chemicals from over 8,000 producers worldwide and provide a comprehensive array of products and services to over 110,000 customer locations in over 150 countries. Our scale and broad geographic reach, combined with our deep product knowledge, end market expertise and our differentiated value-added services, provide us with a distinct competitive advantage and enable us to offer customers a “one-stop shop” for their chemical needs. As a result, we believe we are strategically positioned for significant growth and to increase our market share.
Since hiring our President and CEO, Erik Fyrwald, in May 2012, we have significantly enhanced our management team and have implemented a series of transformational initiatives to drive growth and operating performance. These initiatives include:
 
 	•	 	focusing increased efforts on strengthening our market, technical and product expertise in attractive, high-growth industry sectors, such as oil, gas and mining, water treatment, agricultural sciences, food ingredients, cleaning and sanitization, pharmaceutical ingredients and personal care;	
 
 	•	 	increasing and enhancing our value-added services, such as specialty product blending, automated tank monitoring and refill of less than truckload quantities, chemical waste management and digitally-enabled marketing and sales;	
 
 	•	 	undertaking a series of measures to drive operational excellence, such as enhancing our supply chain and logistics expertise, enhancing our global sourcing capabilities, reducing procurement costs, streamlining back-office functions and improving our working capital efficiency;	
 
 	•	 	pursuing commercial excellence programs, including significantly increasing our global sales force, establishing a performance driven sales culture and developing our proprietary, analytics-based mobile sales force tools; and	
 
 	•	 	continuing to improve upon our distribution industry leadership in safety performance, which serves as a differentiating factor for both producers and our customers.	
As a result of these initiatives, we believe we are well-positioned to continue to capture market share and improve our margins. In the twelve months ended March 31, 2015, we generated $10.2 billion in net sales and $641.8 million in Adjusted EBITDA. For a reconciliation of Adjusted EBITDA to net income (loss), see “Prospectus Summary—Summary Consolidated Financial and Operating Data.”
Key Business Metrics
Net sales . We generate net sales primarily through the sale of chemicals to our customers. Our net sales also include billings for freight and handling charges and fees earned for services provided, and is presented net of any discounts, returns, customer rebates and sales or other revenue-based tax.
Gross profit and gross margin . We believe that gross profit and gross margin are useful for evaluating our operating performance. We define gross profit as net sales less cost of goods sold (exclusive of depreciation). We define gross margin as gross profit divided by net sales. Our cost of goods sold includes all inventory costs, such as purchase prices from suppliers, net of any rebates received, as well as inbound freight and handling, direct labor and other costs incurred to blend and repackage the product and is exclusive of costs to deliver the products we buy from producers and depreciation expense. Cost of goods sold is recognized based on the weighted average cost of the inventory sold. Our gross profit may not be comparable to those of other companies, as other companies may include all of the costs related to their distribution network in cost of goods sold.
 
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Operating expenses . Our operating expenses consist of outbound freight and handling, warehousing, selling and administrative expenses, other operating expenses, net, depreciation, amortization and impairment charges. Outbound freight and handling expenses include direct costs in delivering products to customers, such as direct labor costs, fuel and common carrier activity. Warehousing, selling and administrative expenses include indirect labor costs, which consist of substantially all labor costs not related to blending and repackaging, and other general and administrative expenses such as occupancy, warehousing, marketing, selling, and information technology. Other operating expenses, net primarily consists of pension mark to market adjustments, acquisition and integration related expenses, employee stock-based compensation expense, redundancy and restructuring costs, advisory fees paid to stockholders, and other unusual and non-recurring expenses.
Adjusted EBITDA . In addition to our net income (loss) determined in accordance with GAAP, we evaluate operating performance using Adjusted EBITDA, which we define as our consolidated net income (loss), plus the sum of interest expense, net of interest income, income tax expense (benefit), depreciation, amortization, other operating expenses, net, impairment charges, loss on extinguishment of debt and other (income) expense, net (which consists of gains and losses on foreign currency transactions and undesignated derivative instruments, ineffective portion of cash flow hedges, debt refinancing costs and other nonoperating activity). We believe that Adjusted EBITDA is an important indicator of operating performance because:
 
 	•	 	we report Adjusted EBITDA to our lenders as required under the covenants of our credit agreements;	
 
 	•	 	Adjusted EBITDA excludes the effects of income taxes, as well as the effects of financing and investing activities by eliminating the effects of interest, depreciation and amortization expenses;	
 
 	•	 	we consider gains (losses) on the acquisition, disposal and impairment of assets as resulting from investing decisions rather than ongoing operations; and	
 
 	•	 	other significant items, while periodically affecting our results, may vary significantly from period to period and have a disproportionate effect in a given period, which affects comparability of our results.	
For reconciliations of Adjusted EBITDA to net income (loss), see “Prospectus Summary—Summary Consolidated Financial and Operating Data” and “Selected Financial Data.”
Key Factors Affecting Operating Results and Financial Condition
Economic conditions and industry trends. Our business depends on demand from customers for chemicals. Because the vast majority of the chemicals we sell are used in industrial production, the chemical market has historically performed in line with broader industrial production trends as well as trends in end markets affecting industrial production such as consumer goods. As general economic conditions improve or deteriorate, industrial production generally and chemicals consumption more specifically tend to move correspondingly, particularly in those industry sectors or geographic areas most directly affected by the changed economic conditions. Although these changes in industrial production and economic activity also affect chemical distribution, they tend to do so to a lesser extent. The changes in industrial production and economic activity have been mitigated by the trend toward outsourcing of distribution by larger chemical producers as well as specific strategies employed by chemical producers. The recent decline in oil and gas prices may lead to decreases in the volume and price of chemicals we sell to our oil and gas customers. However, these declines may also lead to decreases in transportation costs resulting from lower fuel prices and additional transportation capacity.
Acquisitions . From time to time we enter into strategic acquisitions to expand into new markets, new platforms and new geographies in an effort to better service existing customers and attract new ones. In accordance with GAAP, the results of the acquisitions we completed are reflected in our consolidated financial statements from the date of acquisition forward. We incur transaction and integration costs prior to fully realizing the benefits of acquisition synergies.
 
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On April 10, 2015, we acquired Key Chemical, Inc., or Key, one of the largest distributors of fluoride to municipalities in the United States, which we expect to help us expand our offerings into the municipal and other industrial markets.
On November 3, 2014, we acquired 100% of the equity interest in D’Altomare Quimica Ltda, or D’Altomare, a Brazilian distributor of specialty chemicals and ingredients. The acquisition expands our geographic footprint and market presence in Brazil and across Latin America.
On May 16, 2013, we acquired 100% of the equity interest in Quimicompuestos S.A. de C.V., or Quimicompuestos, a leading distributor of commodity chemicals in Mexico. The acquisition provides us with a strong platform for future growth in Mexico and enables us to offer its customers and suppliers the complete end to end value proposition with both specialty chemical and commodity offerings.
On December 11, 2012, we acquired 100% of the equity interest in Magnablend Holdings, Inc., or Magnablend, a Texas-based provider of custom specialty chemical manufacturing, blending and packaging solutions. The acquisition provides us with a strong platform for future growth in the rapidly growing North American oil and gas market.
See Note 17 to our audited consolidated financial statements included elsewhere in this prospectus for further information on these acquisitions.
Volume-based pricing . We generally procure chemicals through purchase orders rather than under long-term contracts with firm commitments. Our arrangements with key producers are typically embodied in agreements that we refer to as framework supply agreements. We work to develop strong relationships with a select group of producers that we target based on a number of factors, including price, breadth of product offering, quality, market recognition, delivery terms and schedules, continuity of supply and their strategic positioning. Our framework supply agreements with chemicals producers typically renew annually and, while they generally do not provide for specific product pricing, many include volume-based financial incentives that we earn by meeting or exceeding target purchase volumes. Our ability to earn these volume-based incentives is an important factor in improving our financial results.
Cost Savings . We are increasingly focusing on our procurement organization to reduce sourcing costs and are implementing robust inventory planning and stocking systems. We are also in the process of centralizing, improving and consolidating our indirect-spend, including third party transportation, all in an effort to reduce costs as well as improve reliability and improve the level of service we offer customers. We are also currently implementing a pan-European realignment to consolidate our European operations, including our information technology systems, raw materials procurement, logistics, route operations and the management of producer relationships in order to benefit from economies of scale and improve cost efficiency.
Working capital . In addition to affecting our net sales, fluctuations in chemical prices tend to result in changes in our reported inventories, trade receivables and trade payables even when our sales volumes and our rate of turnover of these working capital items remain relatively constant. Our business is characterized by a relatively high level of reported working capital, the effects of which can be compounded by increases in chemical prices. Our initiatives to improve realization of receivables and inventory management have enabled us to improve our working capital position (represented by the number of days of sales in working capital) by eight days from December 31, 2010 to December 31, 2014.
Foreign currencies. We operate an international business and deal in most major currencies. Although our multi-national operations provide some insulation against the effect of regional economic downturns, they also expose us to currency risk. In 2014, approximately 41% of our net sales came from outside the United States, most of which were foreign currency sales denominated in euro, Canadian dollars and British pounds sterling. The functional currency of our operations outside the United States is generally the local currency. Transactions in local markets are generally recorded in the local functional currency at the exchange rate prevailing on the date
 
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of transaction. Monetary assets and liabilities denominated in foreign currencies are retranslated at the functional currency rate of exchange prevailing at the balance sheet date. Fluctuations in exchange rates between the U.S. dollar and other currencies affect the translation of our financial results. We have not generally hedged this translation risk. In this Management’s Discussion and Analysis, we present the impact of foreign currency translation on our income statement information, which we calculate by applying the average of the daily currency exchange rates for the prior year period to the current year’s local currency results. Fluctuations in exchange rates also affect our consolidated balance sheet. Changes in the U.S. dollar values of our consolidated assets and liabilities resulting from exchange rate movements may also cause us to record foreign currency gains and losses. See Note 2 to our audited consolidated financial statements included elsewhere in this prospectus.
In addition to currency translation risks, in some cases we incur costs in currencies other than those in which we record related net sales. Because of the local basis on which these exposures arise, however, and because they are typically of short duration, they tend not to be material to our results. In any event, we tend to hedge our transaction risk by using foreign-exchange forward contracts either through specific hedges for significant transactions or through hedging on a portfolio basis to address currency transaction mismatches embedded in the large number of our smaller transactions.
Quarterly results/seasonality . Seasonal changes may affect our business and results of operations. Our net sales are affected by the level of industrial production, which tends to decline in the fourth quarter of each year. Certain of our end markets also experience seasonal fluctuations, which also affect our net sales and results of operations. For example, our sales to the agricultural end market, particularly in Canada, tend to peak in the second and third quarters in each year, depending in part on weather-related variations in demand for agricultural chemicals. Sales to other end markets such as paints and coatings or water treatment may also be affected by changing seasonal weather conditions. See “—Quarterly Results of Operations Data.”
Reporting Segments
Our operations are structured into four operating segments that represent the geographic areas under which we operate and manage our business. These segments are Univar USA (“USA”), Univar Canada (“Canada”), Univar Europe and the Middle East and Africa (“EMEA”), and Rest of World (“Rest of World”), which includes developing businesses in Latin America (including Brazil and Mexico) and the Asia-Pacific region.
We monitor the results of our operating segments separately for the purposes of making decisions about resource allocation and performance assessment. We evaluate performance on the basis of Adjusted EBITDA.
We set transfer prices between operating segments on an arms-length basis in a similar manner to transactions with third parties. We allocate corporate operating expenses that directly benefit our operating segments on a basis that reasonably approximates our estimates of the use of these services.
Other/Eliminations represents the elimination of inter-segment transactions as well as unallocated corporate costs consisting of costs specifically related to parent company operations that do not directly benefit segments, either individually or collectively. In the analysis of our results of operations, we discuss operating segment results for the current reporting period following our consolidated results of operations period-to-period comparison.
Second Quarter Update
We expect net sales and Adjusted EBITDA for the quarter to end June 30, 2015 to be down relative to net sales and Adjusted EBITDA for the quarter ended June 30, 2014, primarily due to the US dollar strengthening relative to other currencies and decreases in sales to our oil and gas customers. However, on a constant currency basis, we expect Adjusted EBITDA for the quarter to end June 30, 2015 to be approximately in line with Adjusted EBITDA for the quarter ended June 30, 2014 as weakness in oil and gas is expected to be offset by strength in our other end markets.
 
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We have not yet closed our books for our second fiscal quarter which will end June 30, 2015. Our actual results may differ materially from these expectations due to the completion of the quarter and our financial closing procedures, final adjustments and other developments that may arise between now and the time the financial results for our second quarter are finalized. We expect to complete our closing procedures for the quarter to end June 30, 2015 in August 2015.
Results of Operations
The following tables set forth, for the periods indicated, certain statements of operations data first on the basis of reported data and then as a percentage of total net sales for the relevant period. The financial data set forth below is not necessarily indicative of the results of future operations and should be read in conjunction with our historical consolidated financial statements and accompanying notes included elsewhere herein.
Three Months Ended March 31, 2015 Compared to Three Months Ended March 31, 2014

 	  	Three Month Ended	 	 	Favorable
(unfavorable)	 	 	% Change	 	 	Impact of
currency*	 	
(in millions)	  	March 31, 2015	 	 	March 31, 2014	 	 			 			 			
Net sales	  	$	2,299.1	  	 	 	100.0	% 	 	$	2,516.4	  	 	 	100.0	% 	 	$	(217.3	) 	 	 	(8.6	)% 	 	 	(6.0	)% 	
Cost of goods sold (exclusive of depreciation)	  	 	1,837.5	  	 	 	79.9	% 	 	 	2,044.0	  	 	 	81.2	% 	 	 	206.5	  	 	 	10.1	% 	 	 	5.8	% 	
	  	 	 	 	 				 	 	 	 	 				 				 				 				
Gross profit		 	461.6	  		 	20.1	% 		 	472.4	  		 	18.8	% 		 	(10.8	) 		 	(2.3	)% 		 	(6.5	)% 	
Operating expenses:																													
Outbound freight and handling		 	84.5	  		 	3.7	% 		 	87.8	  		 	3.5	% 		 	3.3	  		 	3.8	% 		 	5.7	% 	
Warehousing, selling and administrative		 	231.4	  		 	10.1	% 		 	239.0	  		 	9.5	% 		 	7.6	  		 	3.2	% 		 	7.5	% 	
Other operating expenses, net		 	8.1	  		 	0.4	% 		 	21.7	  		 	0.9	% 		 	13.6	  		 	62.7	% 		 	2.3	% 	
Depreciation		 	32.0	  		 	1.4	% 		 	30.6	  		 	1.2	% 		 	(1.4	) 		 	(4.6	)% 		 	7.6	% 	
Amortization		 	21.9	  		 	1.0	% 		 	23.7	  		 	0.9	% 		 	1.8	  		 	7.6	% 		 	3.8	% 	
	  	 	 	 	 				 	 	 	 	 				 				 				 				
Total operating expenses		 	377.9	  		 	16.4	% 		 	402.8	  		 	16.0	% 		 	24.9	  		 	6.2	% 		 	6.7	% 	
	  	 	 	 	 				 	 	 	 	 				 				 				 				
Operating income		 	83.7	  		 	3.6	% 		 	69.6	  		 	2.8	% 		 	14.1	  		 	20.3	% 		 	(5.6	)% 	
	  	 	 	 	 				 	 	 	 	 				 				 				 				
Other (expense) income:																													
Interest income		 	1.2	  		 	0.1	% 		 	2.4	  		 	0.1	% 		 	(1.2	) 		 	(50.0	)% 		 	(4.2	)% 	
Interest expense		 	(64.4	) 		 	(2.8	)% 		 	(66.3	) 		 	(2.6	)% 		 	1.9	  		 	2.9	% 		 	1.2	% 	
Loss on extinguishment of debt		 	—  	  		 	—  	% 		 	(1.2	) 		 	—  	% 		 	1.2	  		 	100.0	% 		 	—  	% 	
Other income (expense), net		 	6.8	  		 	0.3	% 		 	(1.9	) 		 	(0.1	)% 		 	8.7	  		 	457.9	% 		 	47.4	% 	
	  	 	 	 	 				 	 	 	 	 				 				 				 				
Total other expense		 	(56.4	) 		 	(2.5	)% 		 	(67.0	) 		 	(2.7	)% 		 	10.6	  		 	15.8	% 		 	2.4	% 	
	  	 	 	 	 				 	 	 	 	 				 				 				 				
Income before income taxes		 	27.3	  		 	1.2	% 		 	2.6	  		 	0.1	% 		 	24.7	  		 	950.0	% 		 	(84.6	)% 	
Income tax expense		 	7.6	  		 	0.3	% 		 	5.4	  		 	0.2	% 		 	(2.2	) 		 	(40.7	)% 		 	1.9	% 	
	  	 	 	 	 				 	 	 	 	 				 				 				 				
Net income (loss)		$	19.7	  		 	0.9	% 		$	(2.8	) 		 	(0.1	)% 		 	22.5	  		 	803.6	% 		 	(78.6	)% 	

*	Foreign currency translation is included in the percentage change. Unfavorable impacts from foreign currency translation are designated with parentheses.	
 
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Net sales
Net sales were $2,299.1 million in the three months ended March 31, 2015, representing a decrease of $217.3 million, or 8.6%, from the three months ended March 31, 2014. Foreign currency translation decreased net sales by 6.0% when compared to the three months ended March 31, 2014, due to the US dollar strengthening against all major currencies. Net sales decreased 3.7% due to a decrease in reported sales volumes as the result of decreases in the USA, Canada and EMEA segments partially offset by an increase in the Rest of World segment. Net sales increased 1.1% as a result of changes in sales pricing and product mix resulting from increases in the USA, Canada and Rest of World segments partially offset by a decrease in the EMEA segment. Refer to the “Segment results” for the three months ended March 31, 2015 discussion for additional information.
Gross profit
Gross profit decreased $10.8 million, or 2.3%, to $461.6 million for the three months ended March 31, 2015. Gross profit decreased by 3.7% due to decreases in reported sales volumes. Gross profit increased by 7.9% primarily due to changes in sales pricing, product costs and other adjustments resulting from increases across all segments. Foreign currency translation decreased gross profit by 6.5% when compared to the three months ended March 31, 2014 due to the US dollar strengthening against all major currencies. Gross margin, which we define as gross profit divided by net sales, increased to 20.1% in the three months ended March 31, 2015 from 18.8% in the three months ended March 31, 2014 due to improved gross margins in the USA, EMEA and Rest of World segments, partially offset by lower gross margins in the Canada segment. Refer to the “Segment results” for the three months ended March 31, 2015 discussion for additional information.
Outbound freight and handling
Outbound freight and handling expenses decreased $3.3 million, or 3.8%, to $84.5 million for the three months ended March 31, 2015. Foreign currency translation decreased outbound freight and handling expense by 5.7% or $5.0 million. On a constant currency basis, outbound freight and handling expenses increased 1.9% or $1.7 million, which was primarily attributable to a tighter supply environment in the third-party carrier market, partially offset by lower fuel costs and reported sales volumes. Refer to the “Segment results” for the three months ended March 31, 2015 discussion for additional information.
Warehousing, selling and administrative
Warehousing, selling and administrative expenses decreased $7.6 million, or 3.2%, to $231.4 million for the three months ended March 31, 2015. Foreign currency translation decreased warehousing, selling and administrative expenses by 7.6% or $18.1 million. On a constant currency basis, there was an increase of $10.5 million attributable to higher personnel expenses of $9.6 million primarily, due to annual compensation increases and higher variable compensation, higher consulting fees of $2.6 million and increases in information technology expenses of $1.4 million related to internal projects focused on improving operations. These increases were partially offset by lower operating lease expense of $2.1 million primarily due to certain operating leases being replaced by purchased assets as well as capital leases. The remaining $1.0 million decrease related to several insignificant components. Refer to the “Segment results” for the three months ended March 31, 2015 discussion for additional information.
Other operating expenses, net
Other operating expenses, net decreased $13.6 million, or 62.7%, to $8.1 million for the three months ended March 31, 2015. The decrease was primarily due to a reduction of $8.3 million in redundancy and restructuring charges in the three months ended March 31, 2015 compared to the three months ended March 31, 2014, which primarily related to higher facility exit costs in the three months ended March 31, 2014 largely due to changes in estimated sublease income. Refer to “Note 6: Redundancy and restructuring” in our unaudited consolidated financial statements for the three months ended March 31, 2015 for additional information. The decrease is also
 
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attributable to $3.7 million of lower consulting fees in the three months ended March 31, 2015, which fees were associated with the implementation of several regional initiatives aimed at streamlining our cost structure and improving our operations . Foreign currency translation decreased other operating expenses, net by 2.3% or $0.5 million. The remaining $1.1 million decrease related to several insignificant components. Refer to “Note 5: Other operating expenses, net” in our unaudited consolidated financial statements for the three months ended March 31, 2015 for additional information.
Depreciation and amortization
Depreciation expense increased $1.4 million, or 4.6%, to $32.0 million for the three months ended March 31, 2015. Foreign currency translation decreased depreciation expense by 7.5% or $2.3 million. On a constant currency basis, the increase was primarily related to increased purchases of property, plant and equipment, capital lease asset additions and accelerated depreciation on various sites, which were undergoing restructuring initiatives during the three months ended March 31, 2015.
Amortization expense decreased $1.8 million, or 7.6%, to $21.9 million for the three months ended March 31, 2015. Amortization expense decreased 3.8% or $0.9 million due to foreign currency translation and the additional decrease relates to the lower amortization levels of existing customer relationship intangibles. Customer relationship intangible assets are amortized on an accelerated basis to mirror the economic pattern of benefit from such relationships.
Interest expense
Interest expense decreased $1.9 million, or 2.9%, to $64.4 million for the three months ended March 31, 2015 primarily due to lower average borrowings under short-term financing agreements, partially offset by increased interest expense from capital lease obligations. Foreign currency translation decreased interest expense by 1.2% or $0.8 million.
Other income (expense), net
Other income (expense), net increased $8.7 million from an expense of $1.9 million for the three months ended March 31, 2014 to income of $6.8 million for the three months ended March 31, 2015 mostly driven by foreign currency transaction gains of $11.2 million primarily resulting from the revaluation of the Euro Tranche Term Loan in the three months ended March 31, 2015 compared to foreign currency transaction losses of $1.4 million in the three months ended March 31, 2014. Refer to “Note 7: Other income (expense), net” in our unaudited consolidated financial statements for the three months ended March 31, 2015 for additional information.
Income tax expense
Income tax expense increased $2.2 million, or 40.7%, to $7.6 million for the three months ended March 31, 2015 primarily due to changes in the mix of earnings in multiple tax jurisdictions, the rate of realization of actual to forecasted earnings and losses, and the interim accounting treatment of year to date losses incurred in foreign jurisdictions for which a tax benefit may not be recognized.
 
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Segment results
Our Adjusted EBITDA by operating segment and in aggregate is summarized in the following tables:

(in millions)	  	USA	 	  	Canada	 	  	EMEA	 	  	Rest of
World	 	  	Other/
Elimin-
ations(1)	 	 	Consolidated	 	
 	  	Three Months Ended March 31, 2015	 	
Net sales:	  				  				  				  				
External customers	  	$	1,394.8	  	  	$	293.2	  	  	$	476.4	  	  	$	134.7	  	  	$	—  	  	 	$	2,299.1	  	
Inter-segment	  	 	27.5	  	  	 	1.9	  	  	 	0.7	  	  	 	—  	  	  	 	(30.1	) 	 	 	—  	  	
	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	 	 	 	 	
Total net sales		 	1,422.3	  		 	295.1	  		 	477.1	  		 	134.7	  		 	(30.1	) 		 	2,299.1	  	
Cost of goods sold (exclusive of depreciation)		 	1,140.5	  		 	241.8	  		 	375.3	  		 	110.0	  		 	(30.1	) 		 	1,837.5	  	
	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	 	 	 	 	
Gross profit		 	281.8	  		 	53.3	  		 	101.8	  		 	24.7	  		 	—  	  		 	461.6	  	
Outbound freight and handling		 	56.0	  		 	9.9	  		 	16.2	  		 	2.4	  		 	—  	  		 	84.5	  	
Warehousing, selling and administrative (operating expenses)		 	133.2	  		 	22.9	  		 	58.4	  		 	14.2	  		 	2.7	  		 	231.4	  	
	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	 	 	 	 	
Adjusted EBITDA		$	92.6	  		$	20.5	  		$	27.2	  		$	8.1	  		$	(2.7	) 		$	145.7	  	
	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	 	 	 	 	
Other operating expenses, net														 	8.1	  	
Depreciation														 	32.0	  	
Amortization														 	21.9	  	
Interest expense, net														 	63.2	  	
Other income, net														 	(6.8	) 	
Income tax expense														 	7.6	  	
	  				  				  				  				  				 	 	 	 	
Net income														$	19.7	  	

(in millions)	  	USA	 	  	Canada	 	  	EMEA	 	  	Rest of
World	 	  	Other/
Elimin-
ations(1)	 	 	Consolidated	 	
 	  	Three Months Ended March 31, 2014	 	
Net sales:	  				  				  				
External customers	  	$	1,466.5	  	  	$	319.5	  	  	$	597.8	  	  	$	132.6	  	  	$	—  	  	 	$	2,516.4	  	
Inter-segment	  	 	27.4	  	  	 	3.0	  	  	 	1.0	  	  	 	—  	  	  	 	(31.4	) 	 	 	—  	  	
	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	 	 	 	 	
Total net sales		 	1,493.9	  		 	322.5	  		 	598.8	  		 	132.6	  		 	(31.4	) 		 	2,516.4	  	
Cost of goods sold (exclusive of depreciation)		 	1,214.0	  		 	263.5	  		 	484.1	  		 	113.8	  		 	(31.4	) 		 	2,044.0	  	
	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	 	 	 	 	
Gross profit		 	279.9	  		 	59.0	  		 	114.7	  		 	18.8	  		 	—  	  		 	472.4	  	
Outbound freight and handling		 	54.9	  		 	12.1	  		 	19.2	  		 	1.6	  		 	—  	  		 	87.8	  	
Warehousing, selling and administrative (operating expenses)		 	128.1	  		 	24.6	  		 	72.1	  		 	13.5	  		 	0.7	  		 	239.0	  	
	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	 	 	 	 	
Adjusted EBITDA		$	96.9	  		$	22.3	  		$	23.4	  		$	3.7	  		$	(0.7	) 		$	145.6	  	
	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	 	 	 	 	
Other operating expenses, net										 	21.7	  	
Depreciation										 	30.6	  	
Amortization										 	23.7	  	
Loss on extinguishment of debt										 	1.2	  	
Interest expense, net										 	63.9	  	
Other expense, net										 	1.9	  	
Income tax expense										 	5.4	  	
	  				  				  				  				  				 	 	 	 	
Net loss										$	(2.8	) 	

(1)	Other/Eliminations represents the elimination of intersegment transactions as well as unallocated corporate costs consisting of costs specifically related to parent company operations that do not directly benefit segments, either individually or collectively.	
 
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USA . External sales in the USA segment were $1,394.8 million, a decrease of $71.7 million, or 4.9%, in the three months ended March 31, 2015. External sales dollars decreased 5.5% as a result of a decrease in reported sales volumes primarily due to a reduction in sales of oil and gas products mostly driven by lower oil prices as well as lower sales in the coatings & adhesives and cleaning & sanitization end markets driven by our margin management efforts. Sales pricing and product mix increased external sales dollars by 0.6% primarily resulting from a shift in product mix towards products with higher average selling prices. Gross profit increased $1.9 million, or 0.7%, to $281.8 million in the three months ended March 31, 2015. Gross profit decreased by 5.5% due to decreases in reported sales volumes. This was offset by a 6.2% increase in gross profit due to sales pricing, product costs and other adjustments primarily due to a shift in product mix towards higher margin products in the three months ended March 31, 2015. Gross margin increased from 19.1% in the three months ended March 31, 2014 to 20.2% during the three months ended March 31, 2015. Outbound freight and handling expenses increased $1.1 million, or 2.0%, to $56.0 million in the three months ended March 31, 2015 primarily due to a tighter supply environment in the third-party carrier market and increased headcount related to increasing our internal fleet, which was partially offset by lower fuel costs and reported sales volumes. Operating expenses increased $5.1 million, or 4.0%, to $133.2 million in the three months ended March 31, 2015 due to higher personnel expenses of $7.5 million primarily due to increased headcount, annual compensation increases and higher variable compensation, and higher consulting fees of $1.7 million related to internal projects focused on improving operations. These increases were partially offset by lower lease expense of $2.0 million primarily due to certain operating leases being replaced by purchased assets as well as capital leases. The remaining $2.1 million decrease related to several insignificant components. Operating expenses as a percentage of external sales increased from 8.7% in the three months ended March 31, 2014 to 9.5% in the three months ended March 31, 2015.
Adjusted EBITDA decreased by $4.3 million, or 4.4%, to $92.6 million in the three months ended March 31, 2015. Adjusted EBITDA margin was flat at 6.6% in the three months ended March 31, 2015 primarily as a result of improved gross margin offset by higher operating expenses as a percentage of external net sales.
Canada . External sales in the Canada segment were $293.2 million, a decrease of $26.3 million, or 8.2%, in the three months ended March 31, 2015. Foreign currency translation decreased external sales dollars by 11.4% as the US dollar strengthened against the Canadian dollar when comparing the three months ended March 31, 2015 to the three months ended March 31, 2014. On a constant currency basis, external sales dollars increased $10.3 million or 3.2%. External sales dollars decreased 3.2% as a result of a decrease in reported sales volumes primarily due to decreases in sales of oil and gas products mostly driven by lower oil prices partially offset by increases in agricultural sales, which were mostly driven by warmer weather conditions as well as increases in food, mining and chemical manufacturing products. Sales pricing and product mix increased external sales dollars by 6.4% due to increased average selling prices. Gross profit decreased $5.7 million, or 9.7%, to $53.3 million in the three months ended March 31, 2015. Foreign currency translation decreased gross profit by 11.2%. Gross profit decreased 3.2% due to decreases in reported sales volumes. Gross profit increased due to an increase of 4.7% from changes in sales pricing, product costs and other adjustments primarily due to the positive impacts from increased average selling prices across several industry sectors, partially offset by lower average selling prices for oil and gas products during the three months ended March 31, 2015. Gross margin decreased from 18.5% in the three months ended March 31, 2014 to 18.2% in the three months ended March 31, 2015 primarily due to a shift in product mix towards lower margin products in the three months ended March 31, 2015. Outbound freight and handling expenses decreased $2.2 million, or 18.2%, to $9.9 million primarily due to foreign currency translation and lower reported sales volumes. Operating expenses decreased by $1.7 million, or 6.9%, to $22.9 million in the three months ended March 31, 2015 and increased as a percentage of external sales from 7.7% in the three months ended March 31, 2014 to 7.8% in the three months ended March 31, 2015. Foreign currency translation decreased operating expenses by 11.8% or $2.9 million. On a constant currency basis, operating expenses increased $1.2 million, or 4.9%, and the increase primarily relates to increased personnel expenses of $1.0 million primarily driven by annual compensation increases and higher variable compensation. The remaining $0.2 million increase related to several insignificant components.
 
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Adjusted EBITDA decreased by $1.8 million, or 8.1%, to $20.5 million in the three months ended March 31, 2015. Foreign currency translation decreased Adjusted EBITDA by 11.7% or $2.6 million. On a constant currency basis, Adjusted EBITDA increased $0.8 million, or 3.6%, primarily due to increased external sales generating increased gross profit. Adjusted EBITDA margin was flat at 7.0% in the three months ended March 31, 2015 primarily due to lower transportation costs as a percentage of external net sales offset by lower gross margin.
EMEA . External sales in the EMEA segment were $476.4 million, a decrease of $121.4 million, or 20.3%, in the three months ended March 31, 2015. Foreign currency translation decreased external sales dollars by 15.9% primarily resulting from the US dollar strengthening against the euro and British pound when comparing the three months ended March 31, 2015 to the three months ended March 31, 2014. External sales dollars decreased 0.5% as a result of a decrease in reported sales volumes primarily driven by the expiration of a high-volume customer contract which was not renewed by us due to the low margins on that contract and as well as less demand for oil and gas products. Changes in sales pricing and product mix decreased external sales dollars by 3.9% resulting from lower average selling prices primarily related to oil and gas products. Gross profit decreased $12.9 million, or 11.2%, to $101.8 million in the three months ended March 31, 2015. Foreign currency translation decreased gross profit by 17.8% primarily as a result of the US dollar strengthening against the euro and British pound when comparing the three months ended March 31, 2015 to the three months ended March 31, 2014. Gross profit decreased 0.5% due to decreases in reported sales volumes. Gross profit increased 7.1% due to sales pricing, product costs, and other adjustments primarily resulting from the expiration of the lower margin customer contract as well as implementing company initiatives to increase volumes of higher margin products resulting in lower average purchasing costs. Gross margin increased from 19.2% in the three months ended March 31, 2014 to 21.4% in the three months ended March 31, 2015 primarily due to the factors impacting gross profit discussed above. Outbound freight and handling expenses decreased $3.0 million, or 15.6%, to $16.2 million primarily due to foreign currency translation. On a constant currency basis, outbound freight and handling expenses increased $0.4 million, or 2.1%, due to increased volumes from warehouse sales. Operating expenses decreased $13.7 million, or 19.0%, to $58.4 million in the three months ended March 31, 2015 but increased slightly as a percentage of external sales from 12.1% in the three months ended March 31, 2014 to 12.3% in the three months ended March 31, 2015. Foreign currency translation decreased operating expenses by 18.3% or $13.2 million. On a constant currency basis, operating expenses decreased $0.5 million, or 0.7%.
Adjusted EBITDA increased by $3.8 million, or 16.2%, to $27.2 million in the three months ended March 31, 2015. Foreign currency translation decreased Adjusted EBITDA by 16.7% or $3.9 million. On a constant currency basis, Adjusted EBITDA increased $7.7 million, or 32.9%, primarily due to increased gross profit. Adjusted EBITDA margin increased from 3.9% in the three months ended March 31, 2014 to 5.7% in the three months ended March 31, 2015 primarily as a result of the increase in gross margin.
Rest of World . External sales in the Rest of World segment were $134.7 million, an increase of $2.1 million, or 1.6%, in the three months ended March 31, 2015. In November 2014, the Company acquired D’Altomare, a Brazilian chemical distributor, which contributed external sales dollars of $13.0 million in the three months ended March 31, 2015. Excluding the impact of D’Altomare, external sales dollars increased 4.9% due to an increase in reported sales volumes, which was primarily attributable to increases in Mexico due to higher sales of caustic soda and personal care products, partially offset by decreases in the Asia Pacific region related to competitive pressures and weaker demand. Excluding the impact of D’Altomare, external sales dollars increased by 1.1% as a result of changes in sales pricing and product mix due to increased average selling prices. Foreign currency translation decreased external sales dollars by 14.2% when comparing the three months ended March 31, 2015 to the three months ended March 31, 2014 primarily due to the US dollar strengthening against the Mexican peso and Brazilian real. Gross profit increased $5.9 million, or 31.4%, to $24.7 million in the three months ended March 31, 2015. D’Altomare contributed gross profit of $5.0 million in the three months ended March 31, 2015. Excluding the impact of D’Altomare, gross profit increased by 4.9% due to an increase in
 
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reported sales volumes. Gross profit increased 20.1% due to changes in sales pricing, product costs and other adjustments primarily due to average selling prices increasing at a faster rate than average purchasing costs. Foreign currency translation decreased gross profit by 20.2%. Gross margin increased from 14.2% in the three months ended March 31, 2014 to 18.3% in the three months ended March 31, 2015 (16.2% excluding D’Altomare in the three months ended March 31, 2015). D’Altomare provides value added services such as blending and sells specialty chemicals and ingredients, which contributed to the higher gross margin in the three months ended March 31, 2015. Outbound freight and handling expenses increased $0.8 million, or 50.0%, to $2.4 million in the three months ended March 31, 2015 primarily related to the increase in reported sales volumes as well as a $0.2 million increase from D’Altomare. Operating expenses increased $0.7 million, or 5.2%, to $14.2 million in the three months ended March 31, 2015 and increased as a percentage of external sales from 10.2% in the three months ended March 31, 2014 to 10.5% in the three months ended March 31, 2015. D’Altomare contributed operating expenses of $2.5 million in the three months ended March 31, 2015. Foreign currency translation decreased operating expenses by 15.6% or $2.1 million. The remaining $0.3 million increase related to several insignificant components.
Adjusted EBITDA increased by $4.4 million, or 118.9%, to $8.1 million in the three months ended March 31, 2015. D’Altomare contributed Adjusted EBITDA of $2.3 million in the three months ended March 31, 2015. Foreign currency translation decreased Adjusted EBITDA by 35.1% or $1.3 million. On a constant currency basis and excluding D’Altomare, Adjusted EBITDA increased $3.4 million, or 91.9%, primarily due to increased gross profit. Adjusted EBITDA margin increased from 2.8% in the three months ended March 31, 2014, to 6.0% in the three months ended March 31, 2015 (4.8% excluding D’Altomare in the three months ended March 31, 2015). The increase is primarily a result of the increase in gross margin.
Year Ended December 31, 2014 Compared to Year Ended December 31, 2013

 	  	Year ended	 	 	Favorable
(unfavorable)	 	 	%
Change	 	 	Impact of
currency*	 	
(in millions)	  	December 31, 2014	 	 	December 31, 2013	 	 			 			 			
Net sales	  	$	10,373.9	  	 	 	100.0	% 	 	$	10,324.6	  	 	 	100.0	% 	 	$	49.3	  	 	 	0.5	% 	 	 	(1.4	)% 	
Cost of goods sold (exclusive of depreciation)	  	 	8,443.2	  	 	 	81.4	% 	 	 	8,448.7	  	 	 	81.8	% 	 	 	5.5	  	 	 	0.1	% 	 	 	1.4	% 	
	  	 	 	 	 				 	 	 	 	 				 				 				 				
Gross profit		 	1,930.7	  		 	18.6	% 		 	1,875.9	  		 	18.2	% 		 	54.8	  		 	2.9	% 		 	(1.1	)% 	
Operating expenses:																													
Outbound freight and handling		 	365.5	  		 	3.5	% 		 	326.0	  		 	3.2	% 		 	(39.5	) 		 	(12.1	)% 		 	1.2	% 	
Warehousing, selling and administrative		 	923.5	  		 	8.9	% 		 	951.7	  		 	9.2	% 		 	28.2	  		 	3.0	% 		 	1.1	% 	
Other operating expenses, net		 	197.1	  		 	1.9	% 		 	12.0	  		 	0.1	% 		 	(185.1	) 		 	N/M	  		 	N/M	  	
Depreciation		 	133.5	  		 	1.3	% 		 	128.1	  		 	1.2	% 		 	(5.4	) 		 	(4.2	)% 		 	0.6	% 	
Amortization		 	96.0	  		 	0.9	% 		 	100.0	  		 	1.0	% 		 	4.0	  		 	4.0	% 		 	0.7	% 	
Impairment charges		 	0.3	  		 	—  	% 		 	135.6	  		 	1.3	% 		 	135.3	  		 	99.8	% 		 	—  	% 	
	  	 	 	 	 				 	 	 	 	 				 				 				 				
Total operating expenses		 	1,715.9	  		 	16.5	% 		 	1,653.4	  		 	16.0	% 		 	(62.5	) 		 	(3.8	)% 		 	1.0	% 	
	  	 	 	 	 				 	 	 	 	 				 				 				 				
Operating income		 	214.8	  		 	2.1	% 		 	222.5	  		 	2.2	% 		 	(7.7	) 		 	(3.5	)% 		 	(1.7	)% 	
	  	 	 	 	 				 	 	 	 	 				 				 				 				
Other (expense) income:																													
Interest income		 	8.2	  		 	0.1	% 		 	11.0	  		 	0.1	% 		 	(2.8	) 		 	(25.5	)% 		 	(1.8	)% 	
Interest expense		 	(258.8	) 		 	(2.5	)% 		 	(305.5	) 		 	(3.0	)% 		 	46.7	  		 	15.3	% 		 	0.1	% 	
Loss on extinguishment of debt		 	(1.2	) 		 	—  	% 		 	(2.5	) 		 	—  	% 		 	1.3	  		 	52.0	% 		 	—  	% 	
Other income (expense), net		 	1.1	  		 	—  	% 		 	(17.6	) 		 	(0.2	)% 		 	18.7	  		 	106.3	% 		 	2.8	% 	
	  	 	 	 	 				 	 	 	 	 				 				 				 				
Total other expense		 	(250.7	) 		 	(2.4	)% 		 	(314.6	) 		 	(3.0	)% 		 	63.9	  		 	20.3	% 		 	0.2	% 	
	  	 	 	 	 				 	 	 	 	 				 				 				 				
Loss before income taxes		 	(35.9	) 		 	(0.3	)% 		 	(92.1	) 		 	(0.9	)% 		 	56.2	  		 	61.0	% 		 	(3.4	)% 	
Income tax benefit		 	(15.8	) 		 	(0.2	)% 		 	(9.8	) 		 	(0.1	)% 		 	6.0	  		 	61.2	% 		 	2.0	% 	
	  	 	 	 	 				 	 	 	 	 				 				 				 				
Net loss		$	(20.1	) 		 	(0.2	)% 		$	(82.3	) 		 	(0.8	)% 		 	62.2	  		 	75.6	% 		 	(3.5	)% 	

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*	Foreign currency translation is included in the percentage change. Unfavorable impacts from foreign currency translation are designated with parentheses.	
Net sales
Net sales were $10,373.9 million in the year ended December 31, 2014, an increase of $49.3 million, or 0.5%, from the year ended December 31, 2013. The May 2013 acquisition of Quimicompuestos in Mexico contributed additional net sales of $79.4 million in the year ended December 31, 2014. Excluding the impact of Quimicompuestos, net sales increased 1.4% due to an increase in reported sales volumes as the result of an increase in reported sales volumes in the USA and Canada segments partially offset by decreases in the EMEA and Rest of World segments. Excluding the impact of Quimicompuestos, net sales decreased 0.3% as a result of changes in sales pricing and product mix resulting from a decrease in the USA segment partially offset by increases in the Canada, EMEA and Rest of World segments. Foreign currency translation decreased net sales by 1.4% when compared to the year ended December 31, 2013, primarily due to the US dollar strengthening against the Canadian dollar. Refer to the “Segment results” for the year ended December 31, 2014 discussion for additional information.
Gross profit
Gross profit increased $54.8 million, or 2.9%, to $1,930.7 million for the year ended December 31, 2014. Quimicompuestos contributed additional gross profit of $9.9 million in the year ended December 31, 2014. Excluding the impact of Quimicompuestos, gross profit increased by 1.4% due to increases in reported sales volumes. Excluding the impact of Quimicompuestos, gross profit increased by 2.1% primarily due to changes in sales pricing, product costs and other adjustments resulting from increases in the Canada, EMEA and Rest of World segments partially offset by a decrease in the USA segment. Foreign currency translation decreased gross profit by 1.1% when compared to the year ended December 31, 2013 mainly due to the US dollar strengthening against the Canadian dollar. Gross margin, which we define as gross profit divided by net sales, increased to 18.6% in the year ended December 31, 2014 from 18.2% in the year ended December 31, 2013 due to improved gross margins in the USA, Canada and EMEA segments. Refer to the “Segment results” for the year ended December 31, 2014 discussion for additional information.
Outbound freight and handling
Outbound freight and handling expenses increased $39.5 million, or 12.1%, to $365.5 million for the year ended December 31, 2014, which was primarily attributable to the increase in reported sales volumes, increased expense due to a tighter third-party carrier market and incremental costs from the Quimicompuestos acquisition. Foreign currency translation decreased outbound freight and handling expense by 1.2% or $3.8 million. Refer to the “Segment results” for the year ended December 31, 2014 discussion for additional information.
Warehousing, selling and administrative
Warehousing, selling and administrative expenses decreased $28.2 million, or 3.0%, to $923.5 million for the year ended December 31, 2014. The decrease was primarily attributable to management’s focus on cost control and the realization of the benefits of previously implemented productivity initiatives. This decrease was partially offset by an additional $5.4 million in warehousing, selling and administrative expenses in the year ended December 31, 2014 due to Quimicompuestos. Foreign currency translation decreased warehousing, selling and administrative expenses by 1.1% or $10.3 million. On a constant currency basis and excluding Quimicompuestos, the decrease relates to reductions in professional fees from outside services of $10.0 million and reduced temporary and contract labor expense of $3.2 million due to lower spending on productivity initiatives, uninsured losses and settlements of $7.8 million due to the impact of settlements during the year ended December 31, 2013. The decrease in warehousing, selling and administrative expenses also reflects the
 
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impact of reducing legal accruals for contingencies from prior acquisitions where our liability has been extinguished, lower repairs and maintenance of $3.7 million primarily related to reductions in corporate maintenance, lower information technology spending of $2.9 million due to higher spending during the year ended December 31, 2013 related to the implementation of an enterprise resource planning (“ERP”) system and less bad debt expense of $1.8 million primarily related to less bad debt expenses in EMEA during the year ended December 31, 2014. These decreases were partially offset by increases in personnel related expenses of $3.7 million, which were primarily related to increased headcount and variable compensation expense increasing due to improved 2014 financial performance compared to 2013. The remaining $2.4 million increase related to several insignificant components. Refer to the “Segment results” for the year ended December 31, 2014 discussion for additional information.
Other operating expenses, net
Other operating expenses, net increased $185.1 million to $197.1 million for the year ended December 31, 2014. The increase was due to a pension mark to market loss of $117.8 million in the year ended December 31, 2014 compared to a mark to market gain of $73.5 million in the year ended December 31, 2013 relating to the annual remeasurement of our defined benefit plans and other postretirement benefit plans. The 2014 mark to market loss primarily relates to the decrease in the defined benefit pension plans discount rates from December 31, 2013 to December 31, 2014 and the adoption of the new US mortality table as of December 31, 2014. This loss was partially offset by higher than expected plan asset returns during the year ended December 31, 2014. Refer to “Note 8: Employee benefit plans” in our audited consolidated financial statements for the year ended December 31, 2014 for additional information. The increase in other operating expenses, net was also attributable to a $24.5 million gain due to fair value adjustments in the year ended December 31, 2013 compared to a $1.0 million gain due to fair value adjustments in the year ended December 31, 2014 resulting from the remeasurement of the fair value of the contingent consideration liability associated with our 2012 acquisition of Magnablend (resulting from a reduced probability of Magnablend achieving its performance targets that would trigger contingent consideration payments). These increases were partially offset by lower redundancy and restructuring charges of $19.6 million mainly in the USA and EMEA segments. Refer to “Note 5: Redundancy and Restructuring” in our audited consolidated financial statements for the year ended December 31, 2014 for additional information. The increases were also partially offset by lower consulting fees of $7.8 million during the year ended December 31, 2014 primarily due to increased expenditures during the year ended December 31, 2013 associated with the implementation of several regional initiatives aimed at streamlining our cost structure and improving our operations. Foreign currency translation decreased other operating expenses, net by $0.8 million. The remaining $1.5 million decrease related to several insignificant components. Refer to “Note 4: Other operating expenses, net” in our audited consolidated financial statements for the year ended December 31, 2014 for additional information.
Depreciation and amortization
Depreciation expense increased $5.4 million, or 4.2%, to $133.5 million for the year ended December 31, 2014. Quimicompuestos contributed additional depreciation expense of $1.5 million for the year ended December 31, 2014. The remaining increase in depreciation expense primarily related to accelerated depreciation on various sites which are undergoing restructuring initiatives. Foreign currency translation decreased depreciation expense by 0.6% or $0.8 million.
Amortization expense decreased $4.0 million, or 4.0%, to $96.0 million for the year ended December 31, 2014. Amortization expense decreased 0.7% or $0.7 million due to foreign currency translation and the lower amortization levels of existing customer relationship intangibles partially offset by an increase in amortization expense due to the amortization of additional intangible assets associated with Quimicompuestos. Customer relationships are amortized on an accelerated basis to mirror the economic pattern of benefit from such relationship.
 
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Impairment charges
Impairment charges of $0.3 million were recorded in the year ended December 31, 2014 relating to ongoing restructuring initiatives, a decrease of $135.3 million.
Impairment charges of $135.6 million were recorded in the year ended December 31, 2013. The impairment charges primarily represented the write-off of goodwill related to the Rest of World reporting unit as well as the write off of capitalized software development costs related to a global ERP system. The impairment of goodwill was triggered by a deterioration in general economic conditions within some of the reporting unit’s significant locations and revised financial projections for the Company. The impairment of the global ERP system was triggered by our decision to abandon its implementation.
Interest expense
Interest expense decreased $46.7 million, or 15.3%, to $258.8 million for the year ended December 31, 2014 primarily as a result of a decrease in fixed interest rates due to the March 2013 refinancing of the Senior Subordinated Notes and the recognition of $27.1 million in fees associated with the March 2013 early payment on the 2018 Senior Subordinated Notes of $350.0 million. In addition, $9.3 million of the decrease was due to lower average borrowings under short-term financing agreements. Interest expense related to tax contingencies was a gain of $4.7 million and a charge of $0.1 million for a net gain of $4.6 million in the year ended December 31, 2014 compared to a charge of $1.0 million in the year ended December 31, 2013. The net gain in the year ended December 31, 2014 related to accrued interest expense being released as the statute of limitations related to certain tax contingencies expired during the year ended December 31, 2014. Foreign currency translation decreased interest expense by 0.1% or $0.4 million. These decreases were partially offset by increased interest expense generated from interest rate swap contracts of $5.6 million.
Other income (expense), net
Other income (expense), net increased $18.7 million, or 106.3%, from an expense of $17.6 million for the year ended December 31, 2013 to income of $1.1 million for the year ended December 31, 2014 primarily as a result of foreign currency transaction gains of $7.7 million in the year ended December 31, 2014 compared to foreign currency transaction losses of $11.0 million in the year ended December 31, 2013, which are primarily related to the strengthening of the US dollar compared to the euro and Canadian dollar during the year ending December 31, 2014. In addition, there were lower debt refinancing fees of $6.2 million in the year ended December 31, 2014. The aforementioned increases to other income (expense), net were partially offset by an increase of $3.7 million of losses related to undesignated foreign currency derivative instruments. Refer to “Note 6: Other income (expense), net” in our audited consolidated financial statements for the year ended December 31, 2014 for additional information.
Income tax benefit
Income tax benefit increased $6.0 million, or 61.2%, to $15.8 million for the year ended December 31, 2014. The increase primarily is due to our release of a net $18.4 million in unrealized tax benefits due to the statute of limitations expiration related to certain tax contingencies as well as a decrease of $11.6 million in foreign losses not benefitted for which a tax benefit may not be recognized.
 
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Segment results
Our Adjusted EBITDA by operating segment and in aggregate is summarized in the following tables:

(in millions)	  	USA	 	  	Canada	 	  	EMEA	 	  	Rest of
World	 	  	Other/
Elimin-
ations(1)	 	 	Consolidated	 	
 	  	Year ended December 31, 2014	 	
Net sales:	  				  				  				  				  				 				
External customers	  	$	6,081.4	  	  	$	1,512.1	  	  	$	2,230.1	  	  	$	550.3	  	  	$	—  	  	 	$	10,373.9	  	
Inter-segment	  	 	121.8	  	  	 	10.0	  	  	 	4.5	  	  	 	—  	  	  	 	(136.3	) 	 	 	—  	  	
	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	 	 	 	 	
Total net sales		 	6,203.2	  		 	1,522.1	  		 	2,234.6	  		 	550.3	  		 	(136.3	) 		 	10,373.9	  	
Cost of goods sold (exclusive of depreciation)		 	5,041.0	  		 	1,271.5	  		 	1,797.9	  		 	469.1	  		 	(136.3	) 		 	8,443.2	  	
	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	 	 	 	 	
Gross profit		 	1,162.2	  		 	250.6	  		 	436.7	  		 	81.2	  		 	—  	  		 	1,930.7	  	
Outbound freight and handling		 	233.3	  		 	46.4	  		 	75.5	  		 	10.3	  		 	—  	  		 	365.5	  	
Warehousing, selling and administrative (operating expenses)		 	490.9	  		 	97.4	  		 	276.2	  		 	53.3	  		 	5.7	  		 	923.5	  	
	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	 	 	 	 	
Adjusted EBITDA		$	438.0	  		$	106.8	  		$	85.0	  		$	17.6	  		$	(5.7	) 		$	641.7	  	
	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	 	 	 	 	
Other operating expenses, net																						 	197.1	  	
Depreciation																						 	133.5	  	
Amortization																						 	96.0	  	
Impairment charges																						 	0.3	  	
Loss on extinguishment of debt																						 	1.2	  	
Interest expense, net																						 	250.6	  	
Other income, net																						 	(1.1	) 	
Income tax benefit																						 	(15.8	) 	
	  				  				  				  				  				 	 	 	 	
Net loss																						$	(20.1	) 	

																									
(in millions)	  	USA	 	  	Canada	 	  	EMEA	 	  	Rest of
World	 	  	Other/
Elimin-
ations(1)	 	 	Consolidated	 	
 	  	Year ended December 31, 2013	 	
Net sales:	  				  				  				  				  				 				
External customers	  	$	5,964.5	  	  	$	1,558.7	  	  	$	2,326.8	  	  	$	474.6	  	  	$	—  	  	 	$	10,324.6	  	
Inter-segment	  	 	116.5	  	  	 	8.0	  	  	 	4.0	  	  	 	—  	  	  	 	(128.5	) 	 	 	—  	  	
	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	 	 	 	 	
Total net sales		 	6,081.0	  		 	1,566.7	  		 	2,330.8	  		 	474.6	  		 	(128.5	) 		 	10,324.6	  	
Cost of goods sold (exclusive of depreciation)		 	4,953.4	  		 	1,316.6	  		 	1,902.9	  		 	404.3	  		 	(128.5	) 		 	8,448.7	  	
	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	 	 	 	 	
Gross profit		 	1,127.6	  		 	250.1	  		 	427.9	  		 	70.3	  		 	—  	  		 	1,875.9	  	
Outbound freight and handling		 	201.3	  		 	41.6	  		 	76.1	  		 	7.0	  		 	—  	  		 	326.0	  	
Warehousing, selling and administrative (operating expenses)		 	492.6	  		 	102.4	  		 	299.3	  		 	48.3	  		 	9.1	  		 	951.7	  	
	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	 	 	 	 	
Adjusted EBITDA		$	433.7	  		$	106.1	  		$	52.5	  		$	15.0	  		$	(9.1	) 		$	598.2	  	
	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	 	 	 	 	
Other operating expenses, net																						 	12.0	  	
Depreciation																						 	128.1	  	
Amortization																						 	100.0	  	
Impairment charges																						 	135.6	  	
Loss on extinguishment of debt																						 	2.5	  	
Interest expense, net																						 	294.5	  	
Other expense, net																						 	17.6	  	
Income tax benefit																						 	(9.8	) 	
	  				  				  				  				  				 	 	 	 	
Net loss																						$	(82.3	) 	

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(1)	Other/Eliminations represents the elimination of intersegment transactions as well as unallocated corporate costs consisting of costs specifically related to parent company operations that do not directly benefit segments, either individually or collectively.	
USA . External sales in the USA segment were $6,081.4 million, an increase of $116.9 million, or 2.0%, in the year ended December 31, 2014. External sales dollars increased 4.1% as a result of an increase in reported sales volumes primarily due to increased sales of hydrochloric acid and caustic soda. Sales pricing and product mix decreased external sales dollars by 2.1% primarily resulting from a shift towards products with lower average selling prices. Gross profit increased $34.6 million, or 3.1%, to $1,162.2 million in the year ended December 31, 2014. Gross profit increased by 4.1% due to increases in reported sales volumes. This was offset by a 1.0% decrease in gross profit due to sales pricing, product costs and other adjustments primarily due to an increase in product mix towards lower margin products partially offset by higher inventory write-downs of guar during the year ended December 31, 2013 driven by a reduction in guar’s market prices. Gross margin increased from 18.9% in the year ended December 31, 2013 to 19.1% during the year ended December 31, 2014 due to average purchasing costs decreasing at a faster rate than average selling prices and the prior year impact of the guar write-downs. Outbound freight and handling expenses increased $32.0 million, or 15.9%, to $233.3 million in the year ended December 31, 2014 primarily due to the increase in reported sales volumes as well as increased deliveries to remote locations and the tighter third-party carrier market. Operating expenses decreased $1.7 million, or 0.3%, to $490.9 million in the year ended December 31, 2014 due to lower corporate cost allocations of $6.8 million in the year ended December 31, 2014 resulting from a reduction in overall corporate costs as well as a transfer of certain corporate personnel to the USA segment. The decrease in operating expenses was also due to lower outside professional fees of $4.1 million in the year ended December 31, 2014 resulting from costs incurred in the year ended December 31, 2013 for a sales and operations planning project, lower uninsured losses and settlements of $2.9 million due to higher settlement expenses incurred during the year ended December 31, 2013, increased container recovery of $1.9 million related to implementation of improved tracking of containers and lower external legal fees of $1.5 million due to higher recovery of legal fees from insurance. These reductions were partially offset by higher personnel expenses of $9.1 million resulting from higher headcount, higher temporary labor and contract labor of $2.6 million due to hiring of additional temporary salespeople, higher travel and entertainment expenses of $2.4 million resulting from lower travel levels in the year ended December 31, 2013, increased taxes other than income taxes of $1.8 million related to higher property taxes and increased pallets and supplies expense of $1.7 million related to increased sales volumes. The remaining $2.1 million decrease related to several insignificant components. Operating expenses as a percentage of external sales decreased from 8.3% in the year ended December 31, 2013 to 8.1% in the year ended December 31, 2014.
Adjusted EBITDA increased by $4.3 million, or 1.0%, to $438.0 million in the year ended December 31, 2014. Adjusted EBITDA margin decreased from 7.3% in the year ended December 31, 2013 to 7.2% in the year ended December 31, 2014 primarily as a result of increased freight and handling expenses.
Canada . External sales in the Canada segment were $1,512.1 million, a decrease of $46.6 million, or 3.0%, in the year ended December 31, 2014. External sales dollars increased 0.7% as a result of an increase in reported sales volumes due to increases in sales of oil and gas, coatings and adhesives, and food ingredient products, partially offset by decreases in agricultural and forestry products. Sales pricing and product mix increased external sales dollars by 3.3% due to increased average selling prices. Foreign currency translation decreased external sales dollars by 7.0% as the US dollar strengthened against the Canadian dollar when comparing the year ended December 31, 2014 to the year ended December 31, 2013. On a constant currency basis, external sales dollars increased $62.8 million or 4.0%. Gross profit increased $0.5 million, or 0.2%, to $250.6 million in the year ended December 31, 2014. Gross profit increased 0.7% due to increases in reported sales volumes. Gross profit increased due to an increase of 6.7% from changes in sales pricing, product costs and other adjustments primarily due to the positive impacts from increased average selling prices during the year ended December 31, 2014, as well as higher product settlement costs and guar inventory write-downs incurred during the year ended December 31, 2013. Foreign currency translation decreased gross profit by 7.2%. Gross margin increased from
 
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16.0% in the year ended December 31, 2013 to 16.6% in the year ended December 31, 2014 primarily due to the factors impacting gross profit discussed above. Outbound freight and handling expenses increased $4.8 million, or 11.5%, to $46.4 million primarily due to the increase in reported sales volumes as well as increased deliveries to customers in remote locations. Operating expenses decreased by $5.0 million, or 4.9%, to $97.4 million in the year ended December 31, 2014 and decreased as a percentage of external sales from 6.6% in the year ended December 31, 2013 to 6.4% in the year ended December 31, 2014. Foreign currency translation decreased operating expenses by 6.9% or $7.1 million. On a constant currency basis, operating expenses increased $2.1 million, or 2.1%, primarily related to higher personnel expenses of $1.0 million resulting from annual compensation increases and increases in headcount and higher outside storage fees of $0.9 million related to increased sales volumes. This increase was partially offset by lower corporate cost allocations of $0.7 million due to lower overall corporate costs. The remaining $0.9 million increase related to several insignificant components.
Adjusted EBITDA increased by $0.7 million, or 0.7%, to $106.8 million in the year ended December 31, 2014. Foreign currency translation decreased Adjusted EBITDA by 7.3% or $7.7 million. On a constant currency basis, Adjusted EBITDA increased $8.4 million due to increased external sales generating increased gross profit. Adjusted EBITDA margin increased from 6.8% in the year ended December 31, 2013 to 7.1% in the year ended December 31, 2014 primarily due to increases in gross margin.
EMEA . External sales in the EMEA segment were $2,230.1 million, a decrease of $96.7 million, or 4.2%, in the year ended December 31, 2014. External sales dollars decreased 4.0% as a result of a decrease in reported sales volumes primarily driven by the expiration of two high-volume customer contracts which were not renewed by us due to the low margins on those contracts. Changes in sales pricing and product mix increased external sales dollars by 0.4% primarily resulting from a shift in product mix towards products with higher average selling prices. Foreign currency translation decreased external sales dollars by 0.6% primarily resulting from the US dollar strengthening against the euro when comparing the year ended December 31, 2014 to the year ended December 31, 2013. Gross profit increased $8.8 million, or 2.1%, to $436.7 million in the year ended December 31, 2014. Gross profit decreased 4.0% due to decreases in reported sales volumes. Gross profit increased 6.4% due to sales pricing, product costs, and other adjustments primarily resulting from the expiration of two lower margin customer contracts as well as average purchasing costs decreasing at a faster rate than average selling prices on the remaining products. Foreign currency translation decreased gross profit by 0.3% primarily as a result of the US dollar strengthening against the euro when comparing the year ended December 31, 2014 to the year ended December 31, 2013. Gross margin increased from 18.4% in the year ended December 31, 2013 to 19.6% in the year ended December 31, 2014 primarily due to the factors impacting gross profit discussed above. Outbound freight and handling expenses decreased $0.6 million, or 0.8%, to $75.5 million primarily due to the decrease in reported sales volumes. Operating expenses decreased $23.1 million, or 7.7%, to $276.2 million in the year ended December 31, 2014 and decreased as a percentage of external sales from 12.9% in the year ended December 31, 2013 to 12.4% in the year ended December 31, 2014. The decrease primarily related to realizing the benefits of previously implemented productivity initiatives. Foreign currency translation decreased operating expenses by 0.8% or $2.5 million. On a constant currency basis, the decrease resulted from lower outside professional fees of $5.0 million due to higher fees related to margin improvement initiative spending during the year ended December 31, 2013, lower corporate costs of $4.3 million due to lower overall corporate costs, a $3.4 million reduction in uninsured losses and settlements due to higher settlement costs incurred during the year ended December 31, 2013 related to a customer dispute, lower temporary and contract labor of $3.2 million resulting from lower recruiting and training costs, lower bad debts of $2.8 million in 2014 resulting from implementing working capital initiatives and lower spending on information technology of $2.1 million resulting from higher than average spending during the year ended December 31, 2013 related to the implementation of an ERP system. The remaining $0.2 million increase related to several insignificant components.
Adjusted EBITDA increased by $32.5 million, or 61.9%, to $85.0 million in the year ended December 31, 2014 due to increased gross profit and decreased operating expenses. Foreign currency translation increased Adjusted EBITDA by 2.7% or $1.4 million. Adjusted EBITDA margin increased from 2.3% in the year ended
 
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December 31, 2013 to 3.8% in the year ended December 31, 2014 as a result of the increase in gross margin and a decrease in operating expenses as a percentage of external sales.
Rest of World . External sales in the Rest of World segment were $550.3 million, an increase of $75.7 million, or 16.0%, in the year ended December 31, 2014. Quimicompuestos contributed additional external sales dollars of $79.4 million in the year ended December 31, 2014. Excluding the impact of Quimicompuestos, external sales dollars decreased 10.8% due to a decrease in reported sales volumes, which was primarily attributable to decreases in the Asia Pacific region related to competitive pressures and weaker demand. Excluding the impact of Quimicompuestos, external sales dollars increased by 13.7% as a result of changes in sales pricing and product mix due to a market shift in product mix toward products with higher average selling prices in the Asia Pacific region and Brazil. Foreign currency translation decreased external sales dollars by 3.6% when comparing the year ended December 31, 2014 to the year ended December 31, 2013 primarily due to the US dollar strengthening against the Mexican peso and Brazilian real. Gross profit increased $10.9 million, or 15.5%, to $81.2 million in the year ended December 31, 2014. Quimicompuestos contributed additional gross profit of $9.9 million in the year ended December 31, 2014. Excluding the impact of Quimicompuestos, gross profit decreased by 10.8% due to a decrease in reported sales volumes. Gross profit increased 13.2% due to changes in sales pricing, product costs and other adjustments primarily related to improved margins in the Asia Pacific region resulting from an increased mix of specialty products partially offset by lower margins in Brazil resulting from competitive pressures. Foreign currency translation decreased gross profit by 1.0%. Gross margin remained at 14.8% in the year ended December 31, 2014 (15.1% excluding Quimicompuestos due to lower margins resulting from the oil and gas market). Outbound freight and handling expenses increased $3.3 million, or 47.1%, to $10.3 million in the year ended December 31, 2014 primarily related to an increase from Quimicompuestos partially offset by the decrease in reported sales volumes. Operating expenses increased $5.0 million, or 10.4%, to $53.3 million in the year ended December 31, 2014 and decreased as a percentage of external sales from 10.2% in the year ended December 31, 2013 to 9.7% in the year ended December 31, 2014. Quimicompuestos contributed additional operating expenses of $5.4 million in the year ended December 31, 2014. Foreign currency translation decreased operating expenses by 1.9% or $0.9 million. On a constant currency basis and excluding the impact of Quimicompuestos, the increase of $0.5 million in operating expenses was primarily related to higher personnel expenses of $1.7 million due to increased headcount, which was partially offset by reduced corporate cost allocations of $1.2 million.
Adjusted EBITDA was $17.6 million in the year ended December 31, 2014, an increase of $2.6 million, or 17.3% (an increase of $2.1 million excluding Quimicompuestos) primarily resulting from increased gross profit. Adjusted EBITDA margin remained at 3.2% for the year ended December 31, 2014 (3.6% excluding Quimicompuestos).
 
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Year Ended December 31, 2013 Compared to Year Ended December 31, 2012

 	  	Year Ended	 	 	Favorable
(unfavorable)	 	 	%
Change	 	 	Impact of
Currency*	 	
(in millions)	  	December 31,
2013	 	 	December 31,
2012	 	 			 			 			
Net sales	  	$	10,324.6	  	 	 	100.0	% 	 	$	9,747.1	  	 	 	100.0	% 	 	$	577.5	  	 	 	5.9	% 	 	 	0.1	% 	
Cost of goods sold (exclusive of depreciation)	  	 	8,448.7	  	 	 	81.8	% 	 	 	7,924.6	  	 	 	81.3	% 	 	 	(524.1	) 	 	 	(6.6	)% 	 	 	(0.1	)% 	
	  	 	 	 	 				 	 	 	 	 				 				 				 				
Gross profit		 	1,875.9	  		 	18.2	% 		 	1,822.5	  		 	18.7	% 		 	53.4	  		 	2.9	% 		 	0.1	% 	
Operating expenses:																													
Outbound freight and handling		 	326.0	  		 	3.2	% 		 	308.2	  		 	3.2	% 		 	(17.8	) 		 	(5.8	)% 		 	(0.3	)% 	
Warehousing, selling and administrative		 	951.7	  		 	9.2	% 		 	907.1	  		 	9.3	% 		 	(44.6	) 		 	(4.9	)% 		 	(0.5	)% 	
Other operating expenses, net		 	12.0	  		 	0.1	% 		 	177.7	  		 	1.8	% 		 	165.7	  		 	93.2	% 		 	(0.7	)% 	
Depreciation		 	128.1	  		 	1.2	% 		 	111.7	  		 	1.1	% 		 	(16.4	) 		 	(14.7	)% 		 	(0.3	)% 	
Amortization		 	100.0	  		 	1.0	% 		 	93.3	  		 	1.0	% 		 	(6.7	) 		 	(7.2	)% 		 	0.4	% 	
Impairment charges		 	135.6	  		 	1.3	% 		 	75.8	  		 	0.8	% 		 	(59.8	) 		 	(78.9	)% 		 	2.8	% 	
	  	 	 	 	 				 	 	 	 	 				 				 				 				
Total operating expenses		 	1,653.4	  		 	16.0	% 		 	1,673.8	  		 	17.2	% 		 	20.4	  		 	1.2	% 		 	(0.3	)% 	
	  	 	 	 	 				 	 	 	 	 				 				 				 				
Operating income		 	222.5	  		 	2.2	% 		 	148.7	  		 	1.5	% 		 	73.8	  		 	49.6	% 		 	(1.3	)% 	
	  	 	 	 	 				 	 	 	 	 				 				 				 				
Other income (expense):																													
Interest income		 	11.0	  		 	0.1	% 		 	9.0	  		 	0.1	% 		 	2.0	  		 	22.2	% 		 	—  	% 	
Interest expense		 	(305.5	) 		 	(3.0	)% 		 	(277.1	) 		 	(2.8	)% 		 	(28.4	) 		 	(10.2	)% 		 	—  	% 	
Loss on extinguishment of debt		 	(2.5	) 		 	—  	% 		 	(0.5	) 		 	—  	% 		 	(2.0	) 		 	(400.0	)% 		 	—  	% 	
Other expense, net		 	(17.6	) 		 	(0.2	)% 		 	(1.9	) 		 	—  	% 		 	(15.7	) 		 	(826.3	)% 		 	15.8	% 	
	  	 	 	 	 				 	 	 	 	 				 				 				 				
Total other expense		 	(314.6	) 		 	(3.0	)% 		 	(270.5	) 		 	(2.7	)% 		 	(44.1	) 		 	(16.3	)% 		 	0.1	% 	
	  	 	 	 	 				 	 	 	 	 				 				 				 				
Loss before income taxes		 	(92.1	) 		 	(0.9	)% 		 	(121.8	) 		 	(1.2	)% 		 	29.7	  		 	24.4	% 		 	(1.2	)% 	
Income tax (benefit) expense		 	(9.8	) 		 	(0.1	)% 		 	75.6	  		 	0.8	% 		 	85.4	  		 	113.0	% 		 	0.7	% 	
	  	 	 	 	 				 	 	 	 	 				 				 				 				
Net loss		$	(82.3	) 		 	(0.8	)% 		$	(197.4	) 		 	(2.0	)% 		 	115.1	  		 	58.3	% 		 	(1.0	)% 	

*	Foreign currency translation is included in the % change. Unfavorable impacts from foreign currency translation are designated with parentheses.	
Net Sales
Net sales were $10,324.6 million in the year ended December 31, 2013, an increase of $577.5 million, or 5.9%, from the year ended December 31, 2012. The comparability of these periods is impacted by the December 2012 acquisition of Magnablend in the United States and the May 2013 acquisition of Quimicompuestos in Mexico, which together contributed incremental revenues of $530.0 million in the year ended December 31, 2013. Excluding the impact of acquisitions, reported sales volumes increased net sales by 0.2% for the comparative periods as the result of increases in the USA, Canada and EMEA segments, partially offset by a decrease in the Rest of World segment. Excluding the effect of acquisitions, sales pricing and product mix increased net sales by 0.2% as a result of increases in the Canada and Rest of World segments partially offset by decreases in the USA and EMEA segments. Foreign currency translation increased net sales by 0.1% when compared to the year ended December 31, 2012 mainly due to the US dollar weakening against the euro partially offset by the impact of the US dollar strengthening against the Canadian dollar. Refer to the “Segment results” for the year ended December 31, 2013 discussion for additional information.
 
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Gross Profit
Gross profit increased $53.4 million, or 2.9%, to $1,875.9 million in the year ended December 31, 2013. Acquisitions contributed additional gross profit of $89.6 million in the year ended December 31, 2013. Excluding the effect of acquisitions, reported sales volumes increased gross profit by 0.2% in the year ended December 31, 2013. Sales pricing, product cost and other adjustments decreased gross profit by 2.4% as a result of decreases in the USA, Canada and EMEA segments partially offset by an increase in the Rest of World segment. Foreign currency translation increased gross profit by 0.1% in the year ended December 31, 2013, primarily due to the US dollar weakening against the euro partially offset by the impact of the US dollar strengthening against the Canadian dollar. Gross margin decreased to 18.2% in the year ended December 31, 2013 from 18.7% in the year ended December 31, 2012. Refer to the “Segment results” for the year ended December 31, 2013 discussion for additional information.
Outbound Freight and Handling Expenses
Outbound freight and handling expenses increased $17.8 million, or 5.8%, to $326.0 million in the year ended December 31, 2013, and was consistent as a percentage of net sales in the year ended December 31, 2013 and the year ended December 31, 2012 at 3.2%, which was primarily attributable to acquisitions, which contributed $8.6 million and the increase in reported sales volumes. Foreign currency translation increased outbound freight and handling expenses by 0.3%. Refer to the “Segment results” for the year ended December 31, 2013 discussion for additional information.
Warehousing, Selling and Administrative Expenses
Warehousing, selling and administrative expenses increased $44.6 million, or 4.9%, to $951.7 million in the year ended December 31, 2013, but decreased as a percentage of net sales from 9.3% in the year ended December 31, 2012 to 9.2% in the year ended December 31, 2013. Acquisitions contributed an additional $33.7 million in warehousing, selling and administrative expenses in the year ended December 31, 2013. On a constant currency basis and excluding acquisitions, the increase was also attributable to increases in environmental remediation costs of $9.2 million and uninsured losses and settlements of $6.9 million in the year ended December 31, 2013. These increases were partially offset by reductions in legal fees of $4.9 million and professional fees from outside services of $3.4 million. Foreign currency translation increased warehousing, selling and administrative expenses by 0.5% or $4.6 million. The remaining $1.5 million decrease related to several insignificant components. Refer to the “Segment results” for the year ended December 31, 2013 discussion for additional information.
Other Operating Expenses, net
Other operating expenses, net decreased $165.7 million, or 93.2%, to $12.0 million in the year ended December 31, 2013 and decreased as a percentage of net sales from 1.8% in the year ended December 31, 2012 to 0.1% in the year ended December 31, 2013. The decrease was primarily due to a pension mark to market gain relating to the annual remeasurement of our defined benefit and other postretirement plans in the amount of $73.5 million compared to a mark to market loss of $83.6 million in 2012, a $24.5 million gain resulting from the remeasurement of the fair value of the contingent consideration liability associated with our acquisition of Magnablend (resulting from Magnablend not achieving its 2013 performance target and a reduced probability of Magnablend achieving its 2014 performance target), lower acquisition costs of $12.7 million in the year ended December 31, 2013, and a partial reversal of $4.8 million of an accrual recorded in the year ended December 31, 2012 for estimated fines imposed by Autorité de la concurrence, France’s competition authority, for alleged price fixing prior to 2006 which were assessed in 2013 and paid in full as of December 31, 2013. These decreases were offset by higher redundancy and restructuring costs of $41.6 million as well as higher consulting costs of $14.2 million associated with the implementation of several regional initiatives aimed at streamlining our cost structure and improving our operations in the year ended December 31, 2013. These expenses primarily included costs
 
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from initiatives in the USA and EMEA segments, including relocations. Currency translation increased operating expenses, net by 0.7% or $1.2 million in the year ended December 31, 2013. Refer to “Note 4: Other operating expenses, net” for additional information.
Depreciation and Amortization
Depreciation expense increased $16.4 million, or 14.7%, to $128.1 million in the year ended December 31, 2013. Acquisitions contributed additional depreciation expense of $4.5 million in the year ended December 31, 2013. The remaining increase was largely due to accelerating depreciation on leasehold improvements of $4.6 million related to vacating leased property as well as the completion of internally developed software projects which were placed into service towards the end of the year ended December 31, 2012 and during the year ended December 31, 2013. Foreign currency translation increased depreciation expense by 0.3% or $0.3 million. Amortization expense increased $6.7 million, or 7.2%, to $100.0 million in the year ended December 31, 2013 due to the amortization of intangible assets associated with acquisitions partially offset by a decrease in amortization expense of 0.4% or $0.4 million due to foreign currency translation and the lower amortization levels of existing customer relationship intangibles. Customer relationships are amortized on an accelerated basis to mirror the economic pattern of benefit.
Impairment Charges
Impairment charges of $135.6 million were recorded in the year ended December 31, 2013 compared to $75.8 million in the year ended December 31, 2012. The 2013 impairment charges primarily related to the writeoff of goodwill of $73.3 million related to the Rest of World segment as well as the write-off of capitalized software costs of $58.0 million related to a new global ERP system. The impairment of goodwill for the Rest of World segment was triggered by the deterioration in general economic conditions within some of the segment’s significant locations as well as revised financial projections. The impairment of the global ERP system was triggered by our decision to discontinue its implementation. The 2012 impairment charges primarily relate to the impairment of goodwill in the EMEA segment.
Interest Expense
Interest expense increased by $28.4 million, or 10.2%, to $305.5 million in the year ended December 31, 2013, primarily as a result of the recognition of $27.1 million in fees associated with the $350.0 million early payment of the 2018 Subordinated Notes in March 2013. Foreign currency translation did not have a significant impact on interest expense in the year ended December 31, 2013.
Other Expense, net
Other expense, net increased from $1.9 million in the year ended December 31, 2012 to $17.6 million in the year ended December 31, 2013. The increase was primarily related to higher foreign currency transaction losses in the year ended December 31, 2013 as well as gains from the fair value remeasurement of the interest rate swap in the year ended December 31, 2012. Refer to “Note 6: Other expense, net” for additional information.
Income Tax (Benefit) Expense
Income tax expense decreased $85.4 million, or 113.0%, from an income tax expense of $75.6 million in the year ended December 31, 2012 to an income tax benefit of $9.8 million in the year ended December 31, 2013, primarily due to a prior year unfavorable impact of the recognition of a valuation allowance in the United States on certain deferred tax assets of $89.2 million, a net benefit for the effect of flow-through entities of $15.1 million, a current year contingent consideration of $8.6 million, a prior year net French penalty of $7.9 million, a net adjustment to a prior year tax due to a change in estimate of $7.6 million and current year tax deductible goodwill of $6.7 million, offset by a net increase in foreign losses not benefited of $21.5 million and a net increase in goodwill impairment of $13.4 million. The remaining $14.8 million increase related primarily to an increase in earnings.
 
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Segment Results
Our Adjusted EBITDA by operating segment and in the aggregate for the years ended December 31, 2013 and December 31, 2012 is summarized in the following tables:

(in millions)	 	USA	 	 	Canada	 	 	EMEA	 	 	Rest of
World	 	 	Other/
Eliminations(1)	 	 	Consolidated	 	
 	 	Year Ended December 31, 2013	 	
Net sales:	 				 				 				 				 				 				
External customers	 	$	5,964.5	  	 	$	1,558.7	  	 	$	2,326.8	  	 	$	474.6	  	 	$	—  	 	 	$	10,324.6	  	
Inter-segment	 	 	116.5	  	 	 	8.0	  	 	 	4.0	  	 	 	—  	 	 	 	(128.5	) 	 	 	—  	 	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Total net sales		 	6,081.0	  		 	1,566.7	  		 	2,330.8	  		 	474.6	  		 	(128.5	) 		 	10,324.6	  	
Cost of goods sold (exclusive of depreciation)		 	4,953.4	  		 	1,316.6	  		 	1,902.9	  		 	404.3	  		 	(128.5	) 		 	8,448.7	  	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Gross profit		 	1,127.6	  		 	250.1	  		 	427.9	  		 	70.3	  		 	—  	 		 	1,875.9	  	
Outbound freight and handling		 	201.3	  		 	41.6	  		 	76.1	  		 	7.0	  		 	—  	 		 	326.0	  	
Warehousing, selling and administrative (operating expenses)		 	492.6	  		 	102.4	  		 	299.3	  		 	48.3	  		 	9.1	  		 	951.7	  	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Adjusted EBITDA		$	433.7	  		$	106.1	  		$	52.5	  		$	15.0	  		$	(9.1	) 		$	598.2	  	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Other operating expenses, net																						 	12.0	  	
Depreciation																						 	128.1	  	
Amortization																						 	100.0	  	
Impairment charges																						 	135.6	  	
Loss on extinguishment of debt																						 	2.5	  	
Interest expense, net																						 	294.5	  	
Other expense, net																						 	17.6	  	
Income tax benefit																						 	(9.8	) 	
	 				 				 				 				 				 	 	 	 	
Net loss																						$	(82.3	) 	

																									
(in millions)	 	USA	 	 	Canada	 	 	EMEA	 	 	Rest of
World	 	 	Other/
Eliminations(1)	 	 	Consolidated	 	
 	 	Year Ended December 31, 2012	 	
Net sales:	 				 				 				 				 				 				
External customers	 	$	5,659.2	  	 	$	1,494.4	  	 	$	2,283.0	  	 	$	310.5	  	 	$	—  	 	 	$	9,747.1	  	
Inter-segment	 	 	138.2	  	 	 	16.0	  	 	 	4.3	  	 	 	—  	 	 	 	(158.5	) 	 	 	—  	 	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Total net sales		 	5,797.4	  		 	1,510.4	  		 	2,287.3	  		 	310.5	  		 	(158.5	) 		 	9,747.1	  	
Cost of goods sold (exclusive of depreciation)		 	4,728.7	  		 	1,242.0	  		 	1,851.1	  		 	261.3	  		 	(158.5	) 		 	7,924.6	  	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Gross profit		 	1,068.7	  		 	268.4	  		 	436.2	  		 	49.2	  		 	—  	 		 	1.822.5	  	
Outbound freight and handling		 	186.1	  		 	38.1	  		 	77.7	  		 	6.3	  		 	—  	 		 	308.2	  	
Warehousing, selling and administrative (operating expenses)		 	456.6	  		 	103.8	  		 	298.8	  		 	39.2	  		 	8.7	  		 	907.1	  	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Adjusted EBITDA		$	426.0	  		$	126.5	  		$	59.7	  		$	3.7	  		$	(8.7	) 		 	607.2	  	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Other operating expenses, net																						 	177.7	  	
Depreciation																						 	111.7	  	
Amortization																						 	93.3	  	
Impairment charges																						 	75.8	  	
Loss on extinguishment of debt																						 	0.5	  	
Interest expense, net																						 	268.1	  	
Other expense, net																						 	1.9	  	
Income tax expense																						 	75.6	  	
	 				 				 				 				 				 	 	 	 	
Net loss																						$	(197.4	) 	

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(1)	Other/Eliminations represents the elimination of intersegment transactions as well as unallocated corporate costs consisting of costs specifically related to parent company operations that do not directly benefit segments, either individually or collectively.	
USA . External sales in the USA segment of $5,964.5 million were $305.3 million, or 5.4%, higher in the year ended December 31, 2013. Magnablend contributed external sales of $385.4 million in the year ended December 31, 2013. Excluding Magnablend, reported sales volumes were flat and sales pricing and product mix decreased external sales dollars by 1.4% due to a shift towards lower priced commodity products as well as lower average selling prices. Gross profit increased $58.9 million, or 5.5%, to $1,127.6 million in the year ended December 31, 2013. Magnablend contributed gross profit of $70.2 million in the year ended December 31, 2013. Excluding Magnablend, gross profit decreased 1.1% due to sales pricing, product costs and other adjustments which were attributable to a greater shift towards commodity products, which have lower gross margins. Gross margin of 18.9% remained consistent in the year ended December 31, 2013 and the year ended December 31, 2012 (19.0% without Magnablend). Outbound freight and handling expenses increased $15.2 million, or 8.2%, to $201.3 million in the year ended December 31, 2013, primarily due to the acquisition of Magnablend. Operating expenses increased $36.0 million, or 7.9%, to $492.6 million in the year ended December 31, 2013 and increased as a percentage of net sales from 8.1% in the year ended December 31, 2012 to 8.3% in the year ended December 31, 2013. The increase was due to $22.4 million in expenses incurred by Magnablend, higher personnel expenses of $25.7 million resulting from higher headcount and increased environmental remediation costs of $5.4 million partially offset by lower corporate cost allocations of $11.0 million, legal fees of $2.6 million and lower maintenance and repair expenses of $1.1 million. The remaining $2.8 million decrease related to several insignificant components.
Adjusted EBITDA increased by $7.7 million, or 1.8%, in the year ended December 31, 2013 (a decrease of $30.8 million, or 7.2%, excluding the results of Magnablend). Adjusted EBITDA margin decreased from 7.5% in the year ended December 31, 2012 to 7.3% in the year ended December 31, 2013 (7.1% excluding Magnablend) as a result of the higher operating expenses relative to external sales.
Canada . External sales of $1,558.7 million in the Canadian segment were $64.3 million, or 4.3%, higher in the year ended December 31, 2013. Reported sales volumes increased external sales dollars by 1.8% in the year ended December 31, 2013 due to growth in key product families including methanol, caustic soda, and sodium carbonate as well as market growth in mining, rubber and plastics and increased agricultural sales. These increases were partially offset by a decline in the higher than average reported sales volumes of oil and gas products hydrochloric acid and guar in the year ended December 31, 2012. Sales pricing and product mix increased external sales dollars by 5.7% in the year ended December 31, 2013 due to an increased mix of products with higher average selling prices including sulfates and fuel additives. Foreign currency translation decreased external sales dollars by 3.2% in the year ended December 31, 2013 as the US dollar strengthened against the Canadian dollar. Canadian gross profit decreased by $18.3 million, or 6.8%, to $250.1 million in the year ended December 31, 2013. Gross profit decreased by 5.7% due to changes in sales pricing, product costs and other adjustments largely due to an increased shift towards higher cost products as well as reduced gross margins in the year ended December 31, 2013 on hydrochloric acid and guar sales and a decrease of 2.9% from foreign currency translation partially offset by an increase of 1.8% due to reported sales volumes. Gross margin decreased from 18.0% in the year ended December 31, 2012 to 16.0% in the year ended December 31, 2013. Outbound freight and handling expenses increased $3.5 million, or 9.2%, to $41.6 million in the year ended December 31, 2013 primarily due to the increase in reported sales volumes. Operating expenses decreased by $1.4 million, or 1.3%, to $102.4 million in the year ended December 31, 2013 and decreased as a percentage of net sales from 6.9% in the year ended December 31, 2012 to 6.6% in the year ended December 31, 2013. On a constant currency basis, the decrease in operating expenses primarily relates to lower corporate cost allocations of $3.2 million. Foreign currency translation decreased operating expenses by 3.1% or $3.2 million. These decreases were partially offset by higher bad debt expenses of $1.4 million and payroll related expenses of $1.9 million. The remaining $1.7 million increase related to several insignificant components.
 
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Adjusted EBITDA decreased by $20.4 million, or 16.1%, to $106.1 million in the year ended December 31, 2013. Foreign currency translation decreased Adjusted EBITDA by 2.5%. Adjusted EBITDA margin decreased from 8.5% in the year ended December 31, 2012 to 6.8% in the year ended December 31, 2013 primarily due to the reduction in gross margins.
EMEA . External sales in the EMEA segment increased $43.8 million, or 1.9%, to $2,326.8 million in the year ended December 31, 2013. Reported sales volumes increased by 0.2%. Changes in sales pricing and product mix decreased external sales dollars by 0.9% in the year ended December 31, 2013, primarily due to a shift towards lower priced products. Foreign currency translation increased external sales dollars by 2.6% primarily due to the US dollar weakening against the euro. Gross profit decreased $8.3 million, or 1.9%, to $427.9 million in the year ended December 31, 2013 due to a decrease of 4.7% from sales pricing, product costs and other adjustments primarily resulting from a shift towards lower margin products as well as general macroeconomic pressures on gross margins, which were partially offset by a 2.6% increase in gross profit due to foreign currency translation and a 0.2% increase from reported sales volumes. Gross margin decreased from 19.1% in the year ended December 31, 2012 to 18.4% in the year ended December 31, 2013, mostly due to competitive pressures in the challenging economic environment. Outbound freight and handling expenses decreased $1.6 million, or 2.1%, to $76.1 million in the year ended December 31, 2013 primarily due to changes in product mix with lower transportation cost per ton and flow optimization. Operating expenses increased $0.5 million, or 0.2%, to $299.3 million in the year ended December 31, 2013 but decreased as a percentage of external sales from 13.1% in the year ended December 31, 2012 to 12.9% in the year ended December 31, 2013. On a constant currency basis, the increase resulted from an increase in uninsured losses and settlements of $3.9 million, environmental remediation costs of $3.7 million and information technology spend of $2.6 million. Foreign currency translation increased operating expenses by 2.9% or $8.6 million. These increases were partially offset by realizing the benefits of productivity initiatives such as lower personnel expenses and temporary and contract labor of $11.5 million, lower travel costs of $3.4 million, and lower corporate cost allocations of $4.4 million. The remaining $1.0 million increase related to several insignificant components.
Adjusted EBITDA decreased by $7.2 million, or 12.1%, to $52.5 million in the year ended December 31, 2013. Foreign currency translation increased Adjusted EBITDA by 0.2%. Adjusted EBITDA margin decreased from 2.6% in the year ended December 31, 2012 to 2.3% in the year ended December 31, 2013 as a result of the decrease in gross margin partially offset by a decrease in operating expenses as a percentage of external sales.
Rest of World . External sales in the Rest of World segment increased $164.1 million, or 52.9%, to $474.6 million in the year ended December 31, 2013. Quimicompuestos contributed external sales of $144.6 million in the year ended December 31, 2013. Excluding Quimicompuestos, reported sales volumes decreased external sales dollars by 0.3% in the year ended December 31, 2013. Changes in sales pricing and product mix increased external sales dollars by 8.0% due to higher average selling prices in the Asia-Pacific region partially offset by lower sales pricing in Brazil and Mexico resulting from competitive pressures. Foreign currency translation decreased external sales dollars by 1.4% in the year ended December 31, 2013. Gross profit increased $21.1 million, or 42.9%, to $70.3 million in the year ended December 31, 2013. Quimicompuestos contributed gross profit of $19.4 million in the year ended December 31, 2013. Excluding Quimicompuestos, there was an increase of 6.0% from sales pricing, product costs and other adjustments primarily related to improved margins in the Asia-Pacific region offset by a shift towards lower margin products in Brazil and Mexico. These increases were partially offset by a 0.3% decrease in gross profit due to reported sales volumes and a 2.2% decrease in gross profit from foreign currency translation. Gross margin decreased from 15.8% in the year ended December 31, 2012 to 14.8% in the year ended December 31, 2013 (15.4% excluding Quimicompuestos). Operating expenses increased $9.1 million, or 23.2%, to $48.3 million in the year ended December 31, 2013. Quimicompuestos contributed $11.3 million of operating expenses in the year ended December 31, 2013. On a constant currency basis and excluding Quimicompuestos, the increase was partially offset by lower bad debts of $1.1 million. Foreign currency translation decreased operating expenses by 2.6% or $1.0 million. The remaining $0.1 million decrease related to several insignificant components.
 
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Adjusted EBITDA increased by $11.3 million, or 305.4%, to $15.0 million in the year ended December 31, 2013 (an increase of $2.5 million excluding Quimicompuestos). Adjusted EBITDA margin increased from 1.2% in the year ended December 31, 2012 to 3.2% in the year ended December 31, 2013 (1.9% excluding Quimicompuestos) primarily due to lower operating expenses as a percentage of external sales partially offset by lower gross margins.
Quarterly Results of Operations Data
The following tables set forth our net sales, cost of goods sold (exclusive of depreciation), gross profit, outbound freight and handling expenses, warehousing selling and administrative expenses and Adjusted EBITDA data (including a reconciliation of Adjusted EBITDA to net income (loss)) for each of the most recent thirteen fiscal quarters. We have prepared the quarterly data on a basis that is consistent with the audited consolidated financial statements included in this prospectus. In the opinion of management, the financial information reflects all necessary adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of these data. This information is not a complete set of financial statements and should be read in conjunction with the audited consolidated financial statements and related notes included elsewhere in this prospectus. The results of historical periods are not necessarily indicative of the results of operations for a full year or any future period.

(in millions)	 	Mar 31,
2012	 	 	Jun 30,
2012	 	 	Sep 30,
2012	 	 	Dec 31,
2012	 	 	Mar 31,
2013	 	 	Jun 30,
2013	 	 	Sep 30,
2013	 	 	Dec 31,
2013	 	 	Mar 31,
2014	 	 	Jun 30,
2014	 	 	Sep 30,
2014	 	 	Dec. 31,
2014	 	 	Mar 31,
2015	 	
Net sales	 	$	2,406.1	  	 	$	2,682.3	  	 	$	2,424.4	  	 	$	2,234.3	  	 	$	2,490.5	  	 	$	2,795.2	  	 	$	2,619.6	  	 	$	2,419.3	  	 	$	2,516.4	  	 	$	 2,861.4	  	 	$	2,608.9	  	 	$	2,387.2	  	 	$	2,299.1	  	
Cost of sales (exclusive of depreciation)	 	 	1,944.8	  	 	 	2,195.8	  	 	 	1,962.4	  	 	 	1,821.6	  	 	 	2,026.2	  	 	 	2,311.6	  	 	 	2,148.4	  	 	 	1,962.5	  	 	 	2,044.0	  	 	 	2,360.9	  	 	 	2,115.8	  	 	 	1,922.5	  	 	 	1,837.5	  	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Gross profit	 	 	461.3	  	 	 	486.5	  	 	 	462.0	  	 	 	412.7	  	 	 	464.3	  	 	 	483.6	  	 	 	471.2	  	 	 	456.8	  	 	 	472.4	  	 	 	500.5	  	 	 	493.1	  	 	 	464.7	  	 	 	461.6	  	
Outbound freight and handling expenses	 	 	76.7	  	 	 	77.0	  	 	 	76.5	  	 	 	78.0	  	 	 	82.7	  	 	 	80.0	  	 	 	81.4	  	 	 	81.9	  	 	 	87.8	  	 	 	93.6	  	 	 	92.8	  	 	 	91.3	  	 	 	84.5	  	
Warehouse, selling and administrative expenses	 	 	238.2	  	 	 	230.7	  	 	 	221.3	  	 	 	216.9	  	 	 	254.2	  	 	 	245.6	  	 	 	221.8	  	 	 	230.1	  	 	 	239.0	  	 	 	230.5	  	 	 	229.7	  	 	 	224.3	  	 	 	231.4	  	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Adjusted EBITDA	 	 	146.4	  	 	 	178.8	  	 	 	164.2	  	 	 	117.8	  	 	 	127.4	  	 	 	158.0	  	 	 	168.0	  	 	 	144.8	  	 	 	145.6	  	 	 	176.4	  	 	 	170.6	  	 	 	149.1	  	 	 	145.7	  	
Other operating expense, net	 	 	9.1	  	 	 	31.1	  	 	 	11.8	  	 	 	125.7	  	 	 	20.9	  	 	 	(0.5	) 	 	 	17.0	  	 	 	(25.4	) 	 	 	21.7	  	 	 	25.6	  	 	 	7.3	  	 	 	142.5	  	 	 	8.1	  	
Depreciation	 	 	28.0	  	 	 	28.9	  	 	 	26.3	  	 	 	28.5	  	 	 	28.9	  	 	 	32.0	  	 	 	34.9	  	 	 	32.3	  	 	 	30.6	  	 	 	30.6	  	 	 	33.9	  	 	 	38.4	  	 	 	32.0	  	
Amortization	 	 	22.7	  	 	 	22.6	  	 	 	23.8	  	 	 	24.2	  	 	 	24.7	  	 	 	24.5	  	 	 	24.8	  	 	 	26.0	  	 	 	23.7	  	 	 	24.1	  	 	 	23.9	  	 	 	24.3	  	 	 	21.9	  	
Impairment charges	 	 	0.8	  	 	 	—  	  	 	 	—  	  	 	 	75.0	  	 	 	—  	  	 	 	62.1	  	 	 	73.3	  	 	 	0.2	  	 	 	—  	  	 	 	—  	  	 	 	—  	  	 	 	0.3	  	 	 	—  	  	
Interest expense, net	 	 	65.6	  	 	 	64.5	  	 	 	65.0	  	 	 	73.0	  	 	 	98.9	  	 	 	64.1	  	 	 	65.7	  	 	 	65.8	  	 	 	63.9	  	 	 	64.8	  	 	 	63.8	  	 	 	58.1	  	 	 	63.2	  	
Loss on extinguishment of debt	 	 	—  	  	 	 	—  	  	 	 	—  	  	 	 	0.5	  	 	 	2.5	  	 	 	—  	  	 	 	—  	  	 	 	—  	  	 	 	1.2	  	 	 	—  	  	 	 	—  	  	 	 	—  	  	 	 	—  	  	
Other (income) expense, net	 	 	(4.9	) 	 	 	8.0	  	 	 	(4.3	) 	 	 	3.1	  	 	 	10.0	  	 	 	2.8	  	 	 	2.6	  	 	 	2.2	  	 	 	1.9	  	 	 	2.0	  	 	 	(6.3	) 	 	 	1.3	  	 	 	(6.8	) 	
Income tax expense (benefit)	 	 	10.6	  	 	 	18.9	  	 	 	9.7	  	 	 	36.4	  	 	 	(5.3	) 	 	 	(10.0	) 	 	 	(0.2	) 	 	 	5.7	  	 	 	5.4	  	 	 	9.8	  	 	 	2.2	  	 	 	(33.2	) 	 	 	7.6	  	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Net income (loss)	 	$	14.5	  	 	$	4.8	  	 	$	31.9	  	 	$	(248.6	) 	 	$	(53.2	) 	 	$	(17.0	) 	 	$	(50.1	) 	 	$	38.0	  	 	$	(2.8	) 	 	$	19.5	  	 	$	45.8	  	 	$	(82.6	) 	 	$	19.7	  	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Liquidity and Capital Resources
Our primary liquidity and capital resource needs are to service our debt and to finance working capital, capital expenditures, other liabilities and cost of acquisitions. We believe that funds provided by these sources
 
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will be adequate to meet our liquidity and capital resource needs for at least the next 12 months under current operating conditions. We have significant working capital needs, although we have implemented several initiatives to improve our working capital and reduce the related financing requirements. The nature of our business, however, requires that we maintain inventories that enable us to deliver products to fill customer orders. As of March 31, 2015, we maintained inventories of $945.4 million, equivalent to approximately 46.2 days of sales (which we calculate on the basis of cost of goods sold for the trailing 90-day period).
Historically, our maintenance capital expenditures have largely tracked our depreciation expense. In executing our growth strategies, our capital expenditures increased moderately and we had annual capital expenditures in the range of 1.1% to 1.7% of net sales over the 2012 to 2014 period. We had a number of significant projects in 2012 and 2013, including beginning the global implementation of our ERP system. In general, our sustaining capital expenditures represent less than 2% of net sales.
The funded status of our defined benefit pension plans is the difference between our plan assets and projected benefit obligations. Our pension plans in the U.S. and certain other countries had an underfunded status of $280.0 million, $304.2 million, $239.1 million and $374.7 million at March 31, 2015, December 31, 2014, 2013 and 2012, respectively. During 2014, we made contributions of $46.8 million. Based on current projections of minimum funding requirements, we expect to make cash contributions of $52.0 million to our defined benefit pension plans in 2015. The timing for any such requirement in future years is uncertain given the implicit uncertainty regarding the future developments of factors described in “Risk Factors” and Note 8 to our consolidated financial statements included elsewhere in this prospectus.
Our primary source of liquidity is cash generated from our operations as well as borrowings under our credit facilities. As of March 31, 2015, we had approximately $725.0 million available under our credit facilities.
Senior Secured Credit Facilities
Senior Term Facility
On October 11, 2007, the issuer, as U.S. borrower, Univar UK Ltd., as U.K. borrower, Ulixes Acquisition, B.V., as parent borrower, Bank of America, N.A., as administrative agent, Deutsche Bank AG New York Branch, as syndication agent, Banc of America Securities LLC and Deutsche Bank Securities Inc., as joint lead arrangers and joint bookrunners, and the lenders party thereto from time to time, entered into a Credit Agreement, or the Original Senior Term Facility, pursuant to which a term loan, or the Original Term Loan, was issued in the original principal amount of $1,980.0 million. On October 3, 2012, the issuer, as borrower, Bank of America, N.A., as administrative agent, joint lead arranger and joint bookrunner, and Deutsche Bank Securities Inc., Goldman Sachs Lending Partners LLC, HSBC Securities (USA) Inc., J.P. Morgan Securities LLC, Morgan Stanley Senior Funding, Inc. and Wells Fargo Securities, LLC, as joint lead arrangers, joint bookrunners and co-syndication agents, entered into a Third Amendment and Restatement of the Original Senior Term Facility, or, as so amended and restated, the Senior Term Facility, to, among other things, incur a new term loan in the principal amount of $550.0 million, or the New Term Loan, and together with the Original Term Loan, the Term Loans.
For a description of the terms of the Senior Term Facility, see “Description of Certain Indebtedness” elsewhere in this prospectus.
Senior ABL Facility
On March 25, 2013, the issuer, as U.S. parent borrower, the borrowers party thereto, or collectively with the issuer, the U.S. ABL Borrowers, Univar Canada, Ltd., as Canadian borrower, or the Canadian Borrower and, together with the U.S. ABL Borrowers, the ABL Borrowers, the facility guarantors party thereto, the Facility Guarantors, and, together with the ABL Borrowers, the ABL Loan Parties, Bank of America, N.A. as U.S. administrative agent, U.S. swingline lender and collateral agent, Bank of America, N.A. (acting through its Canada branch) as Canadian administrative agent, Canadian swingline lender and Canadian letter of credit issuer, the lenders from time to time party thereto, Wells Fargo Capital Finance, LLC, J.P, Morgan Securities LLC and
 
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Deutsche Bank Securities Inc. as co-syndication agents, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Wells Fargo Capital Finance LLC as joint lead arrangers, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Wells Fargo Capital Finance LLC, Deutsche Bank Securities Inc. and J.P. Morgan Securities LLC as joint bookrunners, and HSBC Bank USA, N.A., Union Bank, N.A., Morgan Stanley Senior Funding, Inc. and SunTrust Bank, as co-documentation agents, entered into a Second Amended and Restated Senior ABL Credit Agreement, or the Senior ABL Facility.
For a description of the terms of the Senior ABL Facility, see “Description of Certain Indebtedness” elsewhere in this prospectus.
European ABL Facility
On March 24, 2014, Univar B.V., the other borrowers from time to time party thereto, or collectively, the European ABL Facility Borrowers, the issuer, as guarantor, or the European ABL Facility Guarantor, and, together with the European ABL Facility Borrowers, the European ABL Loan Parties, J.P. Morgan Securities LLC, as sole lead arranger and joint bookrunner, Bank of America, N.A., as joint bookrunner and syndication agent, and J.P. Morgan Europe Limited, as administrative agent and collateral agent, entered into an ABL Credit Agreement, or the European ABL Facility.
For a description of the terms of the European ABL Facility, see “Description of Certain Indebtedness” elsewhere in this prospectus.
Senior Subordinated Notes
Senior Subordinated Notes due 2017
On October 11, 2007, we issued $600 million aggregate principal amount of 12.0% Senior Subordinated Notes due 2015, or the 2017 Subordinated Notes, pursuant to the indenture, dated as of October 11, 2007, as amended or supplemented through the date hereof, or the 2017 Subordinated Notes Indenture, between Univar Inc. and Wells Fargo Bank, National Association, as trustee. The second supplemental indenture moved the maturity date of the 2017 Subordinated Notes from September 30, 2015 to September 30, 2017. On March 27, 2013, the interest rate on the 2017 Subordinated Notes was reduced from a 12.0% to a 10.5% per annum fixed rate.
For a description of the terms of the 2017 Subordinated Notes, see “Description of Certain Indebtedness” elsewhere in this prospectus.
Senior Subordinated Notes due 2018
On December 20, 2010, we issued $400 million aggregate principal amount of 12.0% Senior Subordinated Notes due 2018, or the 2018 Subordinated Notes, pursuant to the indenture, dated as of December 20, 2010, as amended or supplemented through the date hereof, or the 2018 Subordinated Notes Indenture, between Univar Inc. and Wells Fargo Bank, National Association, as trustee. On March 27, 2013, the Company made a $350.0 million prepayment on the $400.0 million principal balance of the 2018 Subordinated Notes. The interest rate on the remaining 2018 Subordinated Notes was reduced from a 12.0% to a 10.5% per annum fixed rate.
For a description of the terms of the 2018 Subordinated Notes, see “Description of Certain Indebtedness” elsewhere in this prospectus.
 
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Cash Flows
The following table presents a summary of our cash flow activity for the periods set forth below:

 	  	Fiscal Year Ended	 	 	Three Months Ended	 	
(in millions)	  	December 31,
2014	 	 	December 31,
2013	 	 	December 31,
2012	 	 	March 31,
2015	 	 	March 31,
2014	 	
Net cash provided (used) by operating activities	  	 	126.3	  	 	$	289.3	  	 	$	15.5	  	 	$	88.1	  	 	$	(48.3	) 	
Net cash (used by) investing activities	  	 	(148.2	) 	 	 	(215.7	) 	 	 	(657.1	) 	 	 	(30.2	) 	 	 	(23.7	) 	
Net cash provided (used) by financing activities	  	 	84.1	  	 	 	(110.5	) 	 	 	753.8	  	 	 	(48.4	) 	 	 	63.4	  	
Cash Provided (Used) by Operating Activities
Cash provided by operating activities increased $136.4 million from cash used by operating activities of $48.3 million for the three months ended March 31, 2014 to $88.1 million of cash provided by operating activities for the three months ended March 31, 2015. The increase in cash provided by operations was primarily due to an increase of $144.6 million due to working capital changes. Typically, in the first three months of the fiscal year, working capital is a net cash outflow due to increased sales activity in the first quarter compared to the prior year fourth quarter and increased inventory levels in anticipation of the higher levels of activity in the second quarter. In the three months ended March 31, 2015, working capital provided cash because working capital levels were higher than normal as of December 31, 2014 due to a buildup of inventory during 2014 to support our customer driven initiative related to improving on-time delivery. Another factor contributing to higher cash provided by operating activities was the increase of $21.4 million in net income exclusive of non-cash items in the three months ended March 31, 2015 compared to the three months ended March 31, 2014. Refer to “Results of Operations” above for additional information. These increases in cash provided by operations were partially offset by cash outflows relating to higher bonus payouts of $7.9 million and higher employer pension contributions of $7.6 million in the three months ended March 31, 2015 compared to the three months ended March 31, 2014. The remaining decrease of $14.4 million related to several insignificant components.
Cash provided by operating activities decreased $163.0 million from $289.3 million for the year ended December 31, 2013 to $126.3 million for the year ended December 31, 2014. The decrease in cash provided by operations was primarily due to a decrease of $304.0 million due to working capital changes related to the relatively lower working capital requirements in the year ended December 31, 2013 resulting from higher than normal working capital levels in 2012 caused by a temporary slowdown in the working capital cycle due to the implementation of an ERP system in EMEA. In addition, as of December 31, 2014, we have increased inventory levels to support our customer driven initiative related to improving on-time delivery. Another factor contributing to lower cash provided by operating activities was the decrease of $23.3 million related to prepaid expenses and other current assets primarily consisting of receiving less cash from taxing authorities related to timing of income tax payments in the year ended December 31, 2014 compared to the year ended December 31, 2013. These decreases were partially offset by an increase of $131.7 million in net income exclusive of non-cash items primarily consisting of a decrease of $43.9 million in interest expense, net, an increase of $43.5 million in Adjusted EBITDA and an increase of $18.7 million in other nonoperating income for the year ended December 31, 2014 compared to the year ended December 31, 2013. Another factor offsetting the lower cash provided by operating activities in the year ended December 31, 2014 relates to the cash payments of $19.9 million related to the French penalty during the year ended December 31, 2013. Refer to “Results of Operations” above for additional information. The remaining increase of $12.7 million related to several insignificant components.
Cash provided by operating activities increased $273.8 million from $15.5 million for the year ended December 31, 2012 to $289.3 million for the year ended December 31, 2013. The increase was primarily due to a decrease in net loss of $115.1 million; an increase of $321.4 million due to working capital improvements realized from improved inventory management, extending vendor payment terms and improving collections; an
 
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increase of $21.0 million related to prepaid expenses and other current assets primarily consisting of less pre-payments for the upcoming Canadian agricultural season; and an increase of cash receipts of $44.4 million from taxing authorities related to our income tax receivables. This was partially offset by a $94.8 million decrease in cash related to changes in deferred income taxes and a $73.5 million non-cash pension mark to market gain in 2013 and an $83.6 million non-cash pension mark to market loss in 2012.
Cash (Used by) Investing Activities
Cash used by investing activities increased $6.5 million from $23.7 million for the three months ended March 31, 2014 to $30.2 million for the three months ended March 31, 2015. The increase primarily consisted of higher spending on capital expenditures related to purchasing assets that replaced operating leases in the three month ended March 31, 2015 compared to the three months ended March 31, 2014.
Cash used by investing activities decreased $67.5 million from $215.7 million for the year ended December 31, 2013 to $148.2 million for the year ended December 31, 2014. The decrease primarily consisted of lower spending on acquisitions in the year ended December 31, 2014 compared to the year ended December 31, 2013. In the year ended December 31, 2014, we paid, net of cash acquired, $42.2 million to acquire D’Altomare in Brazil and in the year ended December 31, 2013, we paid, net of cash acquired, $88.7 million to acquire Quimicompuestos in Mexico. In addition, there was a reduction in capital expenditures of $27.4 million resulting from our decision to discontinue an ERP implementation during the second quarter of 2013. Capital expenditures during the year ended December 31, 2014 are approximately 1% of net sales, which historically has been our maintenance capital expenditure level.
Cash used by investing activities decreased $441.4 million from $657.1 million for the year ended December 31, 2012 to $215.7 million for the year ended December 31, 2013. The decrease was primarily due to the 2012 acquisition cost of Magnablend exceeding the acquisition cost of the 2013 acquisition of Quimicompuestos. See Note 16 of our consolidated financial statements included elsewhere in this prospectus for a further discussion of these acquisitions. Also contributing to the decrease was a reduction in capital expenditures of $28.8 million resulting from our decision to discontinue an ERP implementation during the second quarter of 2013.
Cash Provided (Used) by Financing Activities
Cash used by financing activities increased $111.8 million from cash provided of $63.4 million for the three months ended March 31, 2014 to cash used of $48.4 million for the three months ended March 31, 2015. The increase in cash used by financing activities was primarily due to the decrease in our outstanding balances within our ABL facilities of $47.8 million in the three months ended March 31, 2015 compared to an increase of $90.4 million in the three months ended March 31, 2014, which resulted in a net increase of $138.2 million. The increase in ABL payments during the three months ended March 31, 2015 primarily related to improved cash flows from operations. During the three months ended March 31, 2014, there was a shift in borrowing more under ABL facilities, which have lower interest rates, versus bank overdrafts or short-term financing. This increase was partially offset by short-term financing providing cash of $3.4 million in the three months ended March 31, 2015 compared to cash used of $14.2 million in the three months ended March 31, 2014, which resulted in a net decrease of $17.6 million. The decrease in short-term financing in the three months ended March 31, 2014 relates to the shift in utilizing the ABL facilities more than bank overdrafts as mentioned above. In addition, financing fees paid decreased by $4.0 million due to no debt refinancing activity in the three months ended March 31, 2015. The remaining decrease of $4.8 million related to several insignificant components.
Cash provided by financing activities increased $194.6 million from cash used of $110.5 million for the year ended December 31, 2013 to cash provided of $84.1 million for the year ended December 31, 2014. The increase in cash provided by financing activities was primarily due to the increase in our outstanding balances within our ABL facilities of $122.2 million in the year ended December 31, 2014 compared to a decrease of $91.3 million in
 
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the year ended December 31, 2013, which resulted in a net increase of $213.5 million. The increase was due to higher working capital needs during the year ended December 31, 2014 compared to the year ended December 31, 2013 due to increased inventories related to our customer driven initiative related to improving on-time delivery. Cash provided by financing activities increased $31.8 million related to changes in short-term financing due to a shift in borrowing more under ABL facilities, which have lower interest rates, versus bank overdrafts in the year ended December 31, 2014 compared to the year ended December 31, 2013. In addition, financing fees paid decreased by $7.1 million due to lower debt refinancing activity in the year ended December 31, 2014 compared to the year ended December 31, 2013. These increases were partially offset by a net cash inflow of $73.6 million in the year ended December 31, 2013 related to the additional borrowings of $423.6 million from the refinancing of the Senior Term Loan Facilities partially offset by the prepayment of $350.0 million related to the 2018 Subordinated Notes. The remaining increase of $15.8 million related to several insignificant components.
Cash provided by financing activities decreased $864.3 million from cash provided by financing activities of $753.8 million for the year ended December 31, 2012 to cash used by financing activities of $110.5 million for the year ended December 31, 2013. The decrease in cash provided by financing activities was primarily due to a decrease of $126.4 million from amounts raised in the 2013 refinancing of our Senior Term Facility compared to the 2012 refinancing of the Senior Term Facility and a $350.0 million prepayment in 2013 related to the 2018 Subordinated Notes. In addition, in 2013, we reduced the outstanding balances within our ABL Facility and the then-existing European ABL facility and short-term financing by $115.5 million compared to an increase in the ABL Facility and the then-existing European ABL facility and short-term financing outstanding balance by $237.5 million in 2012. These increases were partially offset by capital contributions decreasing by $22.8 million from $26.1 million for the year ended December 31, 2012 to $3.3 million for the year ended December 31, 2013.
Contractual Obligations and Commitments
The following table summarizes our contractual obligations that require us to make future cash payments as of December 31, 2014. The future contractual requirements include payments required for our operating leases, forward currency contracts, indebtedness and any other long-term liabilities reflected on our balance sheet.

 	  	Payment Due by Period
(in millions)	 	
 	  	Total	 	  	Less
than 1
year	 	  	1-3 years	 	  	3-5 years	 	  	More
than 5
years	 	
Short-term financing(1)	  	$	61.1	  	  	$	61.1	  	  	$	—  	  	  	$	—  	  	  	$	—  	  	
Long-term debt, including current maturities(1)(2)	  	 	3,842.7	  	  	 	80.7	  	  	 	3,409.7	  	  	 	352.3	  	  	 	—  	  	
Interest expense (3)	  	 	586.9	  	  	 	226.9	  	  	 	355.0	  	  	 	5.0	  	  	 	—  	  	
Forward currency contracts	  	 	0.5	  	  	 	0.5	  	  	 	—  	  	  	 	—  	  	  	 	—  	  	
Minimum operating lease payments	  	 	332.8	  	  	 	73.6	  	  	 	109.0	  	  	 	70.9	  	  	 	79.3	  	
Estimated environmental liability payments(4)	  	 	122.5	  	  	 	31.1	  	  	 	29.9	  	  	 	19.0	  	  	 	42.5	  	
	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	
Total(2)(5)(6)		$	4,946.5	  		$	473.9	  		$	3,903.6	  		$	447.2	  		$	121.8	  	

(1)	See Note 14 to our audited consolidated financial statements included elsewhere in this prospectus.	
(2)	This table does not reflect the repayment, prepayment, redemption, repurchase or other retirement of any indebtedness since December 31, 2014, including the repayment, prepayment, redemption, repurchase or retirement of indebtedness with the proceeds of this offering as described in “Use of Proceeds.”	
(3)	Interest payments on debt are calculated for future periods using interest rates in effect at the end of 2014. Projected interest payments include the related effects of interest rate swap agreements. Certain of these projected interest payments may differ in the future based on changes in floating interest rates, foreign currency fluctuations or other factors or events. The projected interest payments only pertain to obligations	
 
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 	and agreements outstanding at December 31, 2014. See Note 14 and Note 16 to our audited consolidated financial statements included elsewhere in this prospectus for further discussion regarding our debt instruments and related interest rate agreements, respectively.	
(4)	Included in the less than one year category is $12.5 million related to environmental liabilities for which the timing is uncertain. The timing of payments is unknown and could differ based on future events. For more information see Note 18 to our audited consolidated financial statements included elsewhere in this prospectus.	
(5)	Due to the high degree of uncertainty related to the timing of future cash outflows associated with unrecognized income tax benefits, we are unable to reasonably estimate beyond one year when settlement will occur with the respective taxing authorities and have excluded such liabilities from this table. At December 31, 2014, we reported a liability for unrecognized tax benefits of $8.5 million. For more information see Note 7 to our audited consolidated financial statements included elsewhere in this prospectus.	
(6)	This table excludes our pension and postretirement medical benefit obligations. Based on current projections of minimum funding requirements, we expect to make cash contributions of $52.0 million to our defined benefit pension plans in 2015. The timing for any such requirement in future years is uncertain given the implicit uncertainty regarding the future developments of factors described in “Risk Factors” and Note 8 of our consolidated financial statements included elsewhere in this prospectus.	
We expect that we will be able to fund our remaining obligations and commitments with cash flow from operations. To the extent we are unable to fund these obligations and commitments with cash flow from operations; we intend to fund these obligations and commitments with proceeds from available borrowing capacity under our Senior ABL Facility or under future financings.
Off-Balance Sheet Arrangements
We have few off-balance sheet arrangements. In recent years, our principal off-balance sheet arrangements have consisted primarily of operating leases for facility space and some equipment leasing and we expect to continue these practices. For additional information on these leases, see Note 18 to our audited consolidated financial statements included elsewhere in this prospectus. We do not use any other type of joint venture or special purpose entities that would create off-balance sheet financing.
Quantitative and Qualitative Disclosures About Market Risk
Financial Risk Management Objectives and Policies
Our principal financial instruments, other than derivatives, comprise credit facilities and other long-term debt as well as cash and cash equivalents. We have various other financial instruments, such as accounts receivable and accounts payable, which arise directly from our operations. We make use of various financial instruments under a financial policy. We use derivative financial instruments to reduce exposure to fluctuations in foreign exchange rates and interest rates in certain limited circumstances described below. While these derivative financial instruments are subject to market risk, principally based on changes in currency exchange and interest rates, the impact of these changes on our financial position and results of operations is generally offset by a corresponding change in the financial or operating items we are seeking to hedge. We follow a strict policy that prohibits trading in financial instruments other than to acquire and manage these hedging positions. We do not hold or issue derivative or other financial instruments for speculative purposes, or to hedge translation risk.
The principal risks arising from our financial instruments are interest rate risk, product price risk, foreign currency risk and credit risk. Our board of directors reviews and approves policies designed to manage each of these risks, which are summarized below. We also monitor the market-price risk arising from all financial instruments. The interest rate risk to which we are subject at year end is discussed below. Our accounting policies for derivative financial instruments are set out in our summary of significant accounting policies at Note 2 to our consolidated financial statements included elsewhere in this prospectus.
 
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Interest Rate Risk
Our exposure to market risk for changes in interest rates relates primarily to our long-term debt obligations. Under our hedging policy, we seek to maintain an appropriate amount of fixed-rate debt obligations, either directly or effectively through interest rate derivative contracts that fix the interest rate payable on all or a portion of our floating rate debt obligations. We assess the anticipated mix of the fixed versus floating amount of debt once a year, in connection with our annual budgeting process, with the purpose of hedging variability of interest expense and interest payments on our variable rate bank debt and maintaining a mix of both fixed and floating rate debt. As of December 31, 2014, approximately 69% of our debt was fixed rate.
Below is a chart showing the sensitivity of both a 100 basis point and 200 basis point increase in interest rates (including the impact of derivatives), with other variables held constant on our earnings before tax.

(in millions)                                                                   	  	Year Ended
December 31,
2014	 	
100 basis point increase in variable interest rates	  	$	4.1	  	
200 basis point increase in variable interest rates	  	 	8.8	  	
Foreign Currency Risk
Because we conduct our business on an international basis in multiple currencies, we may be adversely affected by foreign exchange rate fluctuations. Although we report financial results in U.S. dollars, a substantial portion of our net sales and expenses are denominated in currencies other than the U.S. dollar, particularly the euro, the Canadian dollar and European currencies other than the euro, including the British pound sterling. Fluctuations in exchange rates could therefore significantly affect our reported results from period to period as we translate results in local currencies into U.S. dollars. We have not used derivative instruments to hedge the translation risk related to earnings of foreign subsidiaries.
Additionally, our investments in EMEA, Canada and Rest of World are subject to foreign currency risk. Currency fluctuations result in non-cash gains and losses that do not impact income before income taxes, but instead are recorded as accumulated other comprehensive income (loss) in equity in our consolidated balance sheet. We do not hedge our investment in non-U.S. entities because those investments are viewed as long-term in nature.
In addition, there are certain situations where we invoice sales and incur costs in currencies other than those currencies in which we record the financial results for that business operation; however, these exposures are typically of short duration and not material to our overall results. In any event, we tend to hedge this transaction risk either through specific hedges for significant transactions or through hedging on a portfolio basis to address currency transaction mismatches embedded in the large number of smaller transactions.
In 2013, the Company issued a Euro-denominated Term B Loan in the amount of €130.0 million ($173.6 million). The Euro Term B Loan has a variable interest rate based on short-term Eurodollar LIBOR interest rates. In addition, the Company and its subsidiaries may advance or accept intercompany loans in currencies other than the business unit’s currency for financial reporting purposes. The Company’s policy is not to hedge these balance sheet revaluations due to the long-term nature of the underlying obligations.
 
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Due to the geographic diversity of the Company’s business operations and the local currencies used to record financial results, the Company is exposed to a wide number of foreign currency relationships. The majority of these relationships are based on the U.S. dollar, Euro or British pound sterling. The following table illustrates the sensitivity of our 2014 consolidated earnings and accumulated other comprehensive loss, net of foreign currency derivative instruments, before income taxes to a 10% increase in the value of the U.S. dollar, Euro, and, British pounds with all other variables held constant.

Year ended December 31, 2014	  	Effect on
income	 	  	Effect on
accumulated
other
comprehensive
loss	 	
 	  	(in millions)	 	
10% strengthening of U.S. dollar	  	$	4.4	  	  	$	(20.2	) 	
10% strengthening of Euro	  	 	(13.1	) 	  	 	—  	  	
10% strengthening of British pound	  	 	2.8	  	  	 	18.4	  	
See also “Risk Factors—We may not be able to repatriate our cash and undistributed earnings held in foreign jurisdictions without incurring additional tax liabilities.”
Product Price Risk
Our business model is to buy and sell at “spot” prices in quantities approximately equal to estimated customer demand. We do not take significant “long” or “short” positions in the products we sell in an attempt to speculate on changes in product prices. As a result, we are not significantly exposed to changes in product selling prices or costs and our exposure to product price risk is not material. Because we maintain inventories in order to serve the needs of our customers, we are subject to the risk of reductions in market prices for chemicals we hold in inventory, but we actively manage this risk on a centralized basis and have reduced our exposure by reducing the number of days sales held in inventories by improving sales forecasting and reducing the period of projected sales for which inventories are held, as well as lowering the amount of slow moving and older inventories.
Credit Risk
We have a credit policy in place and monitor exposure to credit risk on an ongoing basis. We perform credit evaluations on all customers requesting credit above a specified exposure level. In the normal course of business, we provide credit to our customers, perform ongoing credit evaluations of these customers and maintain reserves for potential credit losses. In certain situations, we will require upfront cash payment, collateral and/or personal guarantees based on the credit worthiness of the customers. We typically have limited risk from a concentration of credit risk as no individual customer represents greater than 10% of the outstanding accounts receivable balance.
Investments, if any, are only in liquid securities and only with counterparties with appropriate credit ratings. Transactions involving derivative financial instruments are with counterparties with which we have a signed netting agreement and which have appropriate credit ratings. We do not expect any counterparty to fail to meet its obligations.
Critical Accounting Estimates
General
Preparation of our financial statements in accordance with GAAP requires management to make a number of significant estimates and assumptions that form the basis for our determinations as to the carrying values of assets and liabilities and the reported amounts of revenues and expenses that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.
 
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We consider an accounting estimate to be critical if that estimate requires that we make assumptions about matters that are highly uncertain at the time we make that estimate and if different estimates that we could reasonably have used or changes in accounting estimates that are reasonably likely to occur could materially affect our consolidated financial statements. We believe that the following critical accounting estimates reflect our more significant estimates and assumptions used in the preparation of our consolidated financial statements. Our significant accounting policies are described in Note 2 to our consolidated financial statements included elsewhere in this prospectus.
Revenue Recognition
We recognize net sales when persuasive evidence of an arrangement exists, delivery of products has occurred or services are provided to customers, the sales price is fixed or determinable and collectability is reasonably assured. Net sales includes product sales, billings for freight and handling charges and fees earned for services provided, net of any discounts, returns, customer rebates and sales or other revenue-based tax. We recognize product sales and billings for freight and handling charges when products are considered delivered to the customer under the terms of the sale. Fee revenues are recognized when services are completed.
Our sales to customers in the agriculture end markets principally in Canada, often provide for a form of inventory protection through credit and re-bill as well as understandings pursuant to which certain price changes from chemical producers may be passed through to the customer. These arrangements require us to make estimates of potential returns of unused chemicals as well as revenue deferral to the extent the sales price is not considered determinable. The estimates used to determine the amount of revenue associated with product likely to be returned are based on past experience adjusted for any current market conditions.
Goodwill
Goodwill is tested for impairment annually, or between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. Goodwill is tested for impairment at a reporting unit level using a two-step test. Under the first step of the goodwill impairment test, our estimate of fair value of each reporting unit is compared with its carrying value (including goodwill). If the fair value of the reporting unit is less than its carrying value, an indication of goodwill impairment exists for the reporting unit and we must perform step two of the impairment test (measurement). Step two of the impairment test, if necessary, would require the identification and estimation of the fair value of the reporting unit’s individual assets, including currently unrecognized intangible assets, and liabilities in order to calculate the implied fair value of the reporting unit’s goodwill. Under step two, an impairment loss is recognized to the extent the carrying amount of the reporting unit’s goodwill exceeds the implied fair value. See Note 12 to our consolidated financial statements included elsewhere in this prospectus for additional information related to goodwill.
At October 1, 2014, we performed our annual impairment review and concluded the fair value substantially exceeded the carrying value for all reporting units with goodwill balances. There were no events or circumstances from the date of the assessment through December 31, 2014 that would affect this conclusion.
Determining the fair value of a reporting unit requires judgment and involves the use of significant estimates and assumptions by management. The inputs that create the most sensitivity in our goodwill valuation model are the discount rate, terminal growth rate, estimated cash flow projections and market multiples. We can provide no assurance that a material impairment charge will not occur in a future period. Our estimates of future cash flows may differ from actual cash flows that are subsequently realized due to many factors, including future worldwide economic conditions and the expected benefits of our initiatives. Any of these potential factors, or other unexpected factors, may cause us to re-evaluate the carrying value of goodwill.
 
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Environmental Liabilities
As more fully described in Note 2 and Note 18 to our consolidated financial statements included elsewhere in this prospectus, we recognize environmental contingency liabilities for probable and reasonably estimable losses associated with environmental remediation. The estimated environmental contingency liability includes incremental direct costs of investigations, remediation efforts and post-remediation monitoring. The total environmental reserve at December 31, 2014, and 2013 was $120.3 million and $137.0 million, respectively.
Our environmental reserves are subject to numerous uncertainties that affect our ability to accurately estimate our costs, or our share of costs if multiple parties are responsible. These uncertainties involve the legal, regulatory and enforcement parameters governing environmental assessment and remediation, the nature and extent of contamination at these sites, the extent and cost of assessment and remediation efforts required, the choice of remediation and, in the case of sites with multiple responsible parties, the number and financial strength of other Potentially Responsible Parties. In addition, our determination as to whether a loss is probable may change, particularly as new facts emerge as to the nature or extent of any non-compliance with environmental laws and the costs of assessment and remediation. Our revisions to the environmental reserve estimates have ranged between additions of $4.3 million to reductions of $2.0 million between 2014 and 2012.
Defined Benefit Pension and Other Postretirement Obligations
As described more fully in Note 2 and Note 8 to our consolidated financial statements included elsewhere in this prospectus, we sponsor defined benefit pension plans in the U.S. and various other countries. We determine these pension costs and obligations using actuarial methodologies that use several statistical and judgmental factors. These assumptions include discount rates, rates for expected return on assets, rates for compensation increases, mortality rates and retirement rates, as determined by us within certain guidelines. Actual experience different from those estimated and changes in assumptions can result in the recognition of gains and losses in earnings as our accounting policy is to recognize changes in the fair value of plan assets or each plan’s projected benefit obligation in the fourth quarter of each year (the “mark to market” adjustment).
The following table demonstrates the effects of a one percentage-point decrease in our expected return on plan assets and increase in our annual rate of compensation and a 25 basis point decrease in our assumed discount rate used to calculate 2015 defined benefit pension cost (credit):

 	  	2015 Net Benefit Cost
(Income)	 	
 	  	(Dollars in millions)	 	
Assumed discount rate	  	$	(1.0	) 	
Annual rate of compensation increase	  	 	1.0	  	
Expected return on plan assets	  	 	10.0	  	
Stock-Based Compensation
We follow ASC 718, Stock Compensation, which requires all share-based payments to employees, including grants of employee stock options and restricted stock awards, to be recognized in the consolidated statements of operations based on their grant date fair values. Compensation cost is recognized over the vesting period on a straight-line basis. We maintain one stock-based compensation plan: the Univar Inc. 2011 Stock Incentive Plan, or the Plan. The fair value of the stock options granted under these plans is estimated on the date of the grants using a Black-Scholes-Merton option valuation model that uses certain assumptions set forth in our consolidated financial statements. The fair value of the restricted stock awarded under these plans is estimated on the date of the grants using our stock price. See Note 9 to our audited consolidated financial statements included elsewhere in this prospectus.
 
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If any of the assumptions used in the Black-Scholes-Merton model changes significantly, stock-based compensation for future awards may differ materially compared with the awards granted previously. The following table presents the weighted-average assumptions used to estimate the fair value of options granted during the periods presented:

 	  	Fiscal year
ended
December 31,
2014	  	Fiscal year
ended
December 31,
2013	  	Fiscal year
ended
December 31,
2012	
Risk free interest rate	  		  		  		
Expected term (in years)	  		  		  		
Expected volatility	  		  		  		
Expected dividend yield	  		  		  		
Weighted average grant date fair value of stock options granted	  		  		  		
These critical inputs into the Black-Scholes-Merton option pricing model are estimated as follows:
Risk free interest rate . The risk-free interest rate is based on the U.S. Treasury yield for a term consistent with the expected term of the stock options at the time of grant.
Expected term . As we do not have sufficient historical exercise data under the Plan, the expected term is based on the average of the vesting period of each tranche and the original contract term of 10 years.
Expected volatility . As we do not have sufficient historical volatility data, the expected volatility is based on the average historical data of a peer group of public companies over a period equal to the expected term of the stock options.
Expected dividend yield . We currently have no expectation of paying cash dividends on our common stock.
In the absence of a public trading market, our management exercised significant judgment and considered numerous objective and subjective factors to determine the estimated fair value of our common stock as of the date of each option grant and restricted stock award. Such factors include: our operating and financial performance, current business conditions and projections, the hiring of key personnel, the market performance of comparable publicly-traded companies, the U.S. and global capital market conditions, our stage of development and related discount rate, the timing of potential liquidity events and their probability of occurring and any adjustment necessary to recognize a lack of marketability of our common stock.
The input that creates the most sensitivity in our option valuation model is the estimated grant date fair value of our common stock. If the grant date fair value of our common stock for all outstanding awards as of December 31, 2014 was increased by $1.00, stock-based compensation expense would increase by $1.9 million, or 15.7%, from a reported amount of $12.1 million to $14.0 million for the year ending December 31, 2014.
 
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We granted stock options under the Plan with the following exercise prices during fiscal year 2014 and the three months ended March 31, 2015:

Option Grant Date	  	Number of
Underlying
Shares	  	Exercise Price	  	Fair Value of
Common Stock	  	Fair Value of
Options	
January 20, 2014	  		  		  		  		
February 1, 2014	  		  		  		  		
February 3, 2014	  		  		  		  		
March 1, 2014	  		  		  		  		
March 17, 2014	  		  		  		  		
April 1, 2014	  		  		  		  		
April 11, 2014	  		  		  		  		
June 10, 2014	  		  		  		  		
December 8, 2014	  		  		  		  		
February 18, 2015	  		  		  		  		
The activities for the restricted common stock issued to employees for the year ended December 31, 2014 and the three months ended March 31, 2015 are summarized as follows:

Date	  	Number of
Shares	  	Weighted-
Average Grant-
Date Fair
Value Per
Share	
Unvested restricted stock at December 31, 2013	  		  		
Granted	  		  		
Forfeited	  		  		
Vested	  		  		
Unvested restricted stock at December 31, 2014	  		  		
Vested	  		  		
Unvested restricted stock at March 31, 2015	  		  		
Income Taxes
We are subject to income taxes in the jurisdictions in which we sell products and earn revenues, including the United States, Canada and various Latin American, Asian-Pacific and European jurisdictions. By their nature, a number of our tax positions require us to apply significant judgment in order to properly evaluate and quantify our tax positions and to determine our provision for income taxes. GAAP sets forth a two-step approach to recognizing and measuring uncertain tax positions. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained upon examination, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount that is more than 50% likely of being realized upon
 
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settlement. GAAP specifically prohibits the use of a valuation allowance as a substitute for derecognition of tax positions and also requires expanded disclosures. See Note 7 to our audited consolidated financial statements included elsewhere in this prospectus.
Although we believe we have adequately reserved for our uncertain tax positions, the final outcome of these tax matters may be different than our provision. We adjust our reserves for tax positions in light of changing facts and circumstances, such as the closing of a tax audit, the refinement of an estimate or changes in tax laws. To the extent that the final tax outcome of these matters is different than the amounts recorded, the differences are recorded as adjustments to the provision for income taxes in the period in which such determination is made. The provision for income taxes includes the impact of reserve provisions and changes to reserves that are considered appropriate. The interest and penalties related to these reserves are recorded as a component of interest expense and warehousing, selling and administrative expenses, respectively.
Our future effective tax rates could be adversely affected by changes in the valuation of our deferred tax assets or liabilities, or changes in tax laws, regulations, accounting principles or interpretations thereof. In addition, we are subject to examination of our income tax returns by various tax authorities. We regularly assess the likelihood of adverse outcomes resulting from these examinations to determine the adequacy of our provisions for income taxes.
We recognize deferred tax assets and liabilities for the expected tax consequences of temporary differences between the tax bases of assets and liabilities and their reported amounts using enacted tax rates in effect for the year the differences are expected to reverse. Significant judgment in the forecasting of taxable income using historical and projected future operating results is required in determining our provision for income tax and the related asset and liabilities.
In the event that the actual outcome of future tax consequences differs from our estimates and assumptions due to changes or future events such as tax legislation, geographic mix of the earnings, completion of tax audits or earnings repatriation plans, the resulting change to the provision for income taxes could have a material effect on the consolidated statements of operations and consolidated balance sheets.
We have placed a valuation allowance on certain deferred tax assets, including certain of our foreign net operating loss carry forwards. We intend to maintain the valuation allowances until sufficient positive evidence exists to support the reversal of the valuation allowances.
In evaluating our ability to realize our deferred tax assets, in full or in part, we consider all available positive and negative evidence, including our past operating results, our forecast of future market growth, forecasted earnings, future taxable income and prudent and feasible tax planning strategies.
The assumptions utilized in determining future taxable income require significant judgment and are consistent with the plans and estimates we are using to manage the underlying businesses. We believe it is more likely than not that the remaining deferred tax assets recorded on our balance sheet will ultimately be realized. In the event we were to determine that we would not be able to realize all or part of our net deferred tax assets in the future, an adjustment to the deferred tax assets would be charged to earnings in the period in which we make such determination.
Recently Issued and Adopted Accounting Pronouncements
See Note 2 to our audited consolidated financial statements included elsewhere in this prospectus.
See Note 3 to our unaudited consolidated financial statements for the three months ended March 31, 2015 included elsewhere in this prospectus.
 
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Accounting Pronouncements Issued But Not Yet Adopted
See Note 2 to our audited consolidated financial statements included elsewhere in this prospectus.
See Note 3 to our unaudited consolidated financial statements for the three months ended March 31, 2015 included elsewhere in this prospectus.
 
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 INDUSTRY
Global Chemical Distribution Market
The global chemical industry represents over $3.4 trillion in annual consumption. The industry is highly fragmented, with more than 100,000 producers supplying chemicals utilized in manufacturing a broad array of products in a diverse range of end markets. In order to supply the diversity of chemicals required in manufacturing chemical products, producers typically utilize a combination of direct sales and outsourced distribution, depending on the properties of their products and their customers’ requirements. The addressable market for chemical distributors (chemical consumption that could be provided by third party chemical distributors), which excludes chemicals delivered through pipelines, is estimated to be $2.3 trillion, of which $223 billion, or 9.7%, is currently funneled through approximately 10,000 third-party chemical distributors. Between 2008 and 2013, overall chemical consumption grew at a 4.4% CAGR. As a result of the increased use of chemical distributors, which grew from 9.1% of the addressable chemical distribution market in 2008 to 9.7% in 2013, the amount of chemicals funneled through distributors grew at a 6.5% CAGR. As this trend continues, the global chemical distribution market is expected to expand at a 5.6% CAGR through 2018, which we expect will continue to outpace overall growth in the chemical industry.
The following charts indicate the addressable size and the geographical distribution of the global chemical distribution market:

Global Chemical Market		Chemical Distribution Market	

		
$3.4 Trillion		$223 Billion	
The chemical distribution market has grown most rapidly in emerging markets, where overall chemical consumption growth exceeds global growth rate levels. The Asia-Pacific, Middle East and Africa, Central and Eastern Europe and Latin America chemical distribution markets all grew at a CAGR in excess of 8% from 2008 to 2013 and each is expected to realize a CAGR in excess of 5% through 2018. In the United States, where we hold the #1 market position, there has been a resurgence in chemical manufacturing activity due to improving demand dynamics and an advantaged cost position in large part as a result of the proliferation of natural gas liquids from shale formations. According to the American Chemical Council, over 135 new chemical production projects, valued at over $90 billion, have been announced in the U.S. which could lead to an incremental $66.8 billion per year in U.S. chemical output. We intend to leverage our leading market position in the extensive U.S. distribution market to capture an outsized portion of this growth.
 
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The graph below depicts the growth rate of the chemical distribution market across various geographies:

Benefits of Chemical Distributors
Chemical distributors benefit both producers and customers by acting as an intermediary between fragmented production and end-user markets. Distributors provide a cost-effective way for producers to serve their diverse end markets and geographically dispersed customer base. Customers look to chemical distributors to efficiently source chemicals from a number of different producers, provide specialized technical and industry expertise, as well as distribution services such as repackaging, blending and storing chemicals, to lower their total cost of ownership.
The key reasons that producers and customers use independent chemical distributors include:
 
 	•	 	Fragmented Production and End-User Markets. Chemical production and end-user markets are even more fragmented than the chemical distribution industry, creating an “hour-glass” structure where over 100,000 producers must distribute products to an equally large number of customers. Chemical distributors like Univar provide a pivotal role as an intermediary by purchasing chemical products from chemical producers and repackaging, blending, storing and aggregating demand and providing other value-added services and specialized product expertise before ultimately selling products to a diverse range of customers looking for a “one-stop shop”. By leveraging a distributor’s scale, a producer can reach a larger number of end users than it could through its own efforts. Similarly, customers can access a wider range of chemicals more efficiently by leveraging a distributor’s relationships with multiple chemical producers. As a result, chemical distributors can add significant value for both producers and customers.	
 
 	•	 	Cost-Effectiveness. As measured by volume, most chemicals are delivered by producers in bulk by pipeline, tank, ship or rail directly to customers, a trend that is likely to continue. However, many chemical producers find it difficult to cost-effectively sell and deliver less than bulk quantities, particularly where delivery is distant from their warehouses and production facilities. In addition, purchasing volumes from smaller customers are often insufficient to generate adequate returns for large producers. As a result, chemical producers utilize independent chemical distributors to sell and deliver smaller quantities in a cost-effective manner, as well as to simplify operations by reducing their number of sales representatives, sales offices and internally owned warehouse facilities.	
 
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 	•	 	Specialized Product Knowledge. Many producers and customers look for distributors with specialized industry or product knowledge. Many chemical distributors therefore have dedicated sales teams composed of professionals with technical and industry-specific expertise, allowing them to connect a broad set of chemical producers to a broad set of end-user markets.	
 
 	•	 	Geographic Footprint. Large chemical producers are able to benefit from chemical distributors who have a broad geographic footprint by producing at relatively few locations and utilizing chemical distributors to aid in support of their geographically dispersed customer base. Similarly, large customers seek distributors with large geographic footprints to serve their global operations.	
 
 	•	 	Services. Chemical distributors provide a diverse array of services to producers and customers. These include distribution services, such as inventory management, product knowledge and technical expertise and mixing, blending and repackaging, as well as value-added services, such as specialty product blending, automated tank monitoring and refill, chemical waste management and digitally-enabled marketing and sales. These value-added services are increasingly important when producers and customers choose a distributor.	
Barriers to Entry
The chemical distribution industry is characterized by barriers to entry, including the requirement for significant capital investments for transportation and storage infrastructure, an increasingly complex regulatory, environmental and safety landscape requiring specialized knowledge and the need for specialized institutional product knowledge and market intelligence that require significant time and effort to cultivate. Additionally, scale provides for significant advantages in the chemical distribution industry due to purchasing power derived from volume based discounts available to large distributors and the fact that most chemical producers and customers are seeking to streamline their supply chain and prefer established chemical distributors with the most comprehensive product and service offerings and broadest geographic reach.
Significant Benefits of Scale
Scale also serves as an important driver of growth and a catalyst for consolidation within the chemical distribution industry. Currently, the three largest distributors hold a combined global market share of 12.5%. Except for Univar and a handful of other large international companies, most chemical distributors operate locally or regionally, and many specialize in a small number of specific products or product families which are sold in small quantities. Large-scale chemical distributors can frequently better leverage economies of scale and cost structures compared to smaller distributors or new entrants to the market and typically are able to benefit from volume-based pricing with key producers. Because smaller chemical distributors may be less able to cope with increasing costs, environmental and other regulations and competition from larger global distributors, we believe that the longer-term structural trends, emphasizing outsourcing and specialization on the producer side and one-stop shopping on the customer side, will reinforce the hour-glass market structure and enhance the value proposition of large, diversified global chemical distributors.
Mergers and acquisitions also play an important role within the chemical distribution landscape. First, efficiencies in chemical distribution are achieved by operating on a large scale with dense route structure. Second, chemical producers increasingly expect chemical distributors to have both strong regional and global capabilities, along with the critical mass to invest in safety and regulatory capabilities, market development, technical expertise and information-exchange systems. Third, customers increasingly expect chemical distributors to offer broad product bundles and to set up and operate a safely operated global network for sourcing and delivery. We believe these factors create important opportunities for improving margins and profits through selective acquisitions. Over the last few years, many large international distributors have made acquisitions, especially in emerging markets, which have allowed them to increase their global footprint and gain market expertise.
 
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Resilient Economic Model
Diversified, global chemical distributors benefit from the overall stable demand for commodity and specialty chemicals despite any volatility in demand for particular products. In addition, distributors have historically been able to maintain relatively stable gross profit per ton by passing through price changes to customers. As a result, distributors’ businesses do not typically exhibit the level of cyclicality of most chemical producers and their profitability does not vary as much with the supply and demand dynamics of producers’ businesses. Because of this resilient model, when commodity prices swing up or down, while the prices of products change with the market, a distributor’s profitability typically varies less than the overall change in the prices of commodities and products.
 
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 BUSINESS
Our Company
We are a leading global chemical distributor and provider of innovative value-added services. For the fiscal year ended December 31, 2014, we held the #1 market position in North America and the #2 market position in Europe. We source chemicals from over 8,000 producers worldwide and provide a comprehensive array of products and services to over 110,000 customer locations in over 150 countries. Our scale and broad geographic reach, combined with our deep product knowledge and end market expertise and our differentiated value-added services, provide us with a distinct competitive advantage and enable us to offer customers a “one-stop shop” for their chemical needs. As a result, we believe we are strategically positioned for growth and to increase our market share.
The global chemical distribution industry is large, fragmented and growing, as producers and customers increasingly realize the benefits of outsourcing. Chemical producers rely on us to reduce complexity and costs within their organizations by outsourcing not only the distribution of their products but also many of the services that their customers require, as well as to improve their market access and geographic reach. Customers who purchase products and services from us benefit from a lower total cost of ownership, as they are able to simplify the chemical sourcing process and outsource a variety of functions such as packaging, inventory management, mixing, blending and formulating.
Since hiring our President and CEO, Erik Fyrwald, in May 2012, we have significantly enhanced our management team and have implemented a series of transformational initiatives to drive growth and operating performance. These initiatives include:
 
 	•	 	focusing increased efforts on strengthening our market, technical and product expertise in attractive, high-growth industry sectors;	
 
 	•	 	increasing and enhancing our value-added services, such as specialty product blending, automated tank monitoring and refill of less than truckload quantities, chemical waste management and digitally-enabled marketing and sales;	
 
 	•	 	undertaking a series of measures to drive operational excellence, such as enhancing our supply chain and logistics expertise, enhancing our global sourcing capabilities, reducing procurement costs, streamlining back-office functions and improving our working capital efficiency;	
 
 	•	 	pursuing commercial excellence programs, including significantly increasing our global sales force, establishing a performance driven sales culture and developing our proprietary, analytics-based mobile sales force tools; and	
 
 	•	 	continuing to improve upon our distribution industry leadership in safety performance, which serves as a differentiating factor for both producers and our customers.	
As a result of these initiatives, we believe we are well-positioned to continue to capture market share and improve our margins. In the twelve months ended March 31, 2015, we generated $10.2 billion in net sales and $641.8 million in Adjusted EBITDA. For a reconciliation of Adjusted EBITDA to net income (loss), see “Prospectus Summary—Summary Consolidated Financial and Operating Data.”
While we seek to grow volumes across our business, our enhanced focus on end markets and regions with the most attractive growth prospects is a key element of our strategy, as demand within the majority of these end markets and regions is growing faster than overall global chemical distribution demand. We are focusing increased efforts on strengthening our market, technological and product expertise in attractive, high-growth end markets, such as oil, gas and mining, water treatment, agricultural sciences, food ingredients, pharmaceutical ingredients and personal care. We intend to grow our oil, gas and mining business in North America and internationally by increasing our customer base and leveraging our existing relationships with our largest oil, gas
 
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and mining customers, including the top three oil and gas service companies, to access high-growth energy regions such as the Middle East and Mexico. We have improved our position in water treatment products and services in multiple end markets, including food ingredients and chemical manufacturing, by hiring highly experienced personnel with strong producer and customer relationships and expanding our product knowledge and service offerings. Our water treatment sales in 2013 represented over 5% of total sales and we believe that we are well positioned to capitalize on the expected 4% CAGR in global water consumption from 2013 to 2018. In addition, we continue to expand our presence within high-growth emerging markets such as China, Mexico and Brazil, as overall chemical consumption growth within these regions is expected to exceed global growth rate levels.
The following charts illustrate the geographical and end market diversity of our 2014 net sales:

2014 Net Sales by Region		2014 Net Sales by End Market	

We maintain strong, long-term relationships with both producers and our customers, many of which span multiple decades. We source materials from thousands of producers worldwide, including global leaders such as Dow Chemical Company, ExxonMobil, Eastman Chemical Company, LyondellBasell, Dow Corning, BASF and Formosa Chemicals. Our 10 largest producers accounted for approximately 32% of our total chemical expenditures in 2014. Similarly, we sell products to thousands of customers globally, ranging from small and medium-sized businesses to large industrial customers, including Akzo Nobel, Dow Chemical Company, Henkel, Ecolab PPG, Valero Energy, FMC Corporation, Georgia-Pacific and Kellogg Company. Our top ten customers accounted for approximately 13% of our consolidated net sales for the year ended December 31, 2014.
Our Segments
Our business is organized and managed in four geographical segments: USA, Canada, EMEA and Rest of World. For additional information on our geographical segments, see “Note 20: Segments” in our audited consolidated financial statements included elsewhere in this prospectus.
USA
With a #1 market position, we supply a significant amount of commodity and specialty chemicals to a wide range of end markets, touching a majority of the manufacturing and industrial production sectors in the United States. Our close proximity to customers serves as a competitive advantage and we believe that nearly 100% of U.S. manufacturing GDP is located within 150 miles of a Univar location. Moreover, our global sourcing capabilities and focus allows us to globally source lower cost chemicals.
Each major end market we serve varies based upon general U.S. economic conditions. We expect all of these markets to benefit from the economic recovery in 2014 and beyond, as the North American chemical distribution market is forecast to grow at a 4.9% CAGR through 2018. We focus our salesforce in the
 
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United States towards four primary industry groups: Industrial Chemicals; Basic Chemical Solutions, or BCS; Oil, Gas and Mining and Agricultural Sciences. Industrial Chemicals includes the coatings and adhesives, chemical manufacturing, food ingredients, cleaning and sanitization, pharmaceutical ingredients and personal care end markets. In the United States, the Industrial Chemicals salesforce is further divided into east and west regions. Our BCS salesforce leverages our strong supplier relationships to provide superior product insight and expertise to deliver high-volume, critical-use inorganic chemicals to customers.
Canada
Our Canadian operations also maintain the #1 market position, and are divided into two regions: Western Canada, where we focus primarily on the Oil, Gas and Mining industry group, including the oil and gas and forestry end markets, and Eastern Canada, where we focus primarily on the Industrial Chemicals industry group, including the cleaning and sanitization, coatings and adhesives, food ingredients, chemical manufacturing, personal care and pharmaceutical end markets. Our Agricultural Sciences industry group, including the distribution of crop protection products to independent retailers and specialty applicators serving the agricultural sciences end market, operates in both Western Canada and Eastern Canada. We believe that our new Alberta Transload facility also provides our oil and gas team with a significant competitive advantage due to its proximity to the Canadian oil sands.
EMEA
With the #2 market position in Europe, we maintain a strong presence in the United Kingdom and Continental Europe with sales offices in 20 countries. Our EMEA segment also includes six sales offices in the Middle East and Africa which we believe will enable us to capitalize on growing regional demand, especially within the oil and gas industry. EMEA chemical distribution demand is expected to grow 4.4% per annum through 2018, with emerging economies such as the Middle East, Africa, and Central and Eastern Europe driving regional growth.
In 2013, our management team began implementing a pan-European strategy to consolidate our European operations, including our information technology systems, raw materials procurement, logistics, route operations and the management of producer relationships, in order to benefit from economies of scale and improve cost efficiency. We are also strengthening our end market expertise and key account management capability across Europe to better support sales representatives in each country. We have strengthened our European Industrial Chemicals, BCS and Oil, Gas and Mining capabilities, with a focus on higher growth end markets.
Rest of World
Our global footprint also includes sales offices and distribution sites in Mexico, Brazil and the Asia-Pacific region. Chemical distribution demand growth within these regions has outpaced the overall global market, a trend which we expect to continue in the future. The Asia-Pacific and Latin America chemical distribution markets are expected to grow at 7.2% and 5.1% CAGRs, respectively, through 2018. From our operations in China we export to South Korea, Japan, Taiwan, Hong Kong, the United States, the Netherlands, Dubai, Singapore and India. Our operations based in Singapore focus on domestics sales and export sales to Korea, Vietnam, Thailand, Philippines, Malaysia, Indonesia, Sri Lanka and India. Our global sourcing capabilities in Asia are based in Shanghai and Qingdao, China, with additional representatives in China and India, and provide us with the capability to source chemicals from these regions as well as access to chemicals that are not produced in North America or Europe. We further expanded our footprint in Latin America through our 2011 acquisition of Arinos, a distributor of specialty and commodity chemicals in Brazil, our 2013 acquisition of Quimicompuestos, a leading distributor of commodity chemicals in Mexico and our 2014 acquisition of D’Altomare, a Brazilian distributor of specialty chemicals and ingredients.
 
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Our Competitive Strengths
We believe the following competitive strengths have enabled us to become an integrated resource to both producers and our customers and to build and maintain leading market positions in many of the key regions and end markets that we serve.
Leading global market position in a highly attractive, growing industry
We are one of the world’s leading chemical distribution companies, with a #1 market position in both the United States and Canada and a #2 market position in Europe. We continue to focus on increasing our market share through organic growth, marketing alliances and strategic acquisitions in both established markets, such as the United States, which is experiencing a resurgence in chemical manufacturing, and high-growth emerging markets, such as the Asia-Pacific region, Latin America and the Middle East. We are also well positioned in attractive and high-growth end markets, including oil, gas and mining, water treatment, agricultural sciences, food ingredients, cleaning and sanitization, pharmaceutical ingredients and personal care.
Our scale and geographic reach, combined with our broad product offerings, product knowledge and market expertise and our differentiated value-added service offerings, provide us with a significant competitive advantage in the highly fragmented third party chemical distribution market, which includes more than 10,000 participants, primarily comprised of smaller distributors with limited geographic and product reach. As of 2013, the three largest global chemical distributors held a combined market share of 12.5% of the global market, including our 4.7% share.
We operate in a highly attractive, expanding market which has grown at a 6.5% CAGR from 2008 to 2013. This growth has outpaced the growth of total chemical demand (which has grown at a 4.4% CAGR from 2008 to 2013) and this trend is forecasted to continue as a result of increased outsourcing of distribution by producers and growing demand from customers for value-added services. Third party chemical distribution growth is expected to continue to be driven by these trends, as well as consolidation of the highly fragmented chemical distribution market. We believe that we are well-positioned to benefit from this anticipated growth.
Global sourcing and distribution network producing operational and scale efficiencies
We operate one of the most extensive chemical distribution networks in the world, comprised of over 800 distribution facilities, more than 80 million gallons of storage capacity, approximately 3,000 tractors, tankers and trailers, over 1,300 railcars, over 120 rail/barge terminals and 30 deep sea terminals. We believe that nearly 100% of U.S. manufacturing GDP is located within 150 miles of one of our locations. Our purchasing power and global procurement relationships provide us with significant competitive advantages over local and regional competitors due to volume-based discounts we receive as well as our enhanced ability to manage our inventory and working capital. Our global distribution platform also creates significant value for both producers and our customers through the combination of our comprehensive inventory, electronic ordering and shipment tracking, “just-in-time” delivery, centralized order handling and fulfillment and access to networked inventory sourcing. In addition, our scale allows us to service an international customer base in both established and emerging markets, as well as in difficult-to-access areas such as wellsites in key oil and gas basins and the oil sands region of Northern Canada and positions us to take market share as producers and customers streamline their distributor relationships. As one of the world’s largest chemical distributors, we are able to reduce costs by aggregating demand and implementing consistent processes to operate with increasing efficiency as we expand into new markets.
Long-standing, strong relationships with a broad set of producers and customers
We source chemicals from more than 8,000 producers, many of which are premier global chemical producers, including Dow Chemical Company, ExxonMobil, Eastman Chemical Company, LyondellBasell, Dow Corning, BASF and Formosa Chemicals. We distribute products to over 110,000 customer locations, from small
 
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and medium-sized businesses to global industrial customers, including Akzo Nobel, Dow Chemical Company, Henkel, Ecolab, PPG, Valero Energy, FMC Corporation, Georgia-Pacific and Kellogg Company, across a diverse range of high-value and high-growth end markets. We believe that our scale, geographic reach, diversified distribution channels, broad product and value-added services offerings, as well as our deep technical expertise and knowledgeable sales force, are key differentiators relative to smaller, regional and local competitors, and have enabled us to develop strong, long-term relationships, often spanning several decades, with both producers and customers. The strength of our relationships has provided opportunities for us to integrate our service and logistics capabilities into their business processes and to promote collaboration on supply chain optimization, and, in the case of producers, marketing and other revenue enhancement strategies. In addition, our strong safety record is an increasingly important consideration for producers and our customers when choosing a chemical distributor.
Broad value-added service offerings driving customer loyalty
To complement our extensive product portfolio, we offer a broad range of value-added services, such as specialty product blending (Magnablend), automated tank monitoring and refill of less than truckload quantities (MiniBulk), chemical waste management (ChemCare) and digitally enabled marketing and sales (ChemPoint.com). Our deep technical expertise, combined with our knowledgeable sales force, allows us to provide tailored solutions to our customers. We believe that our innovative and differentiated value-added service offerings provide efficiency and productivity benefits to our customers. In addition, these value-added services have higher margins than our chemical product sales.
Strategically positioned assets and sales force focused on high-growth end markets
We have successfully focused our sales organization and operating assets to target high-growth end markets, including oil, gas and mining, water treatment, agricultural sciences, food ingredients, pharmaceutical ingredients and personal care. We have dedicated sales teams composed of professionals with technical and industry-specific expertise, allowing us to connect a broad set of chemical producers to a broad set of end-user markets. Along with our broad end market exposure, we touch a majority of the manufacturing and industrial production sectors in the United States. Our close proximity to customers serves as a competitive advantage and we believe that nearly 100% of U.S. manufacturing GDP is located within 150 miles of a Univar location. The location of our facilities and our logistics capabilities lead to high customer retention and a larger addressable market. Our assets are also strategically configured in and around the most prominent natural gas and crude oil producing plays in North America, including the Bakken, Eagle Ford and Marcellus. We believe that our new Alberta Transload facility also provides our oil and gas team with a significant competitive advantage due to its proximity to the Canadian oil sands. We believe we are the only chemical distributor capable of cost-effectively delivering a complete portfolio of specialty and commodity chemicals to all of the major U.S. shale basins as well as the Canadian oil sands. In addition, the resurgence of industrial water treatment requirements in the oil and gas, mining and power generation industries, combined with increased demand for drinking and waste water treatment, has driven an increase in demand for the water treatment chemicals we distribute. According to a report by the Freedonia Group, world demand for water treatment chemicals is forecast to rise 5.8% per year to $30.8 billion in 2017. We believe our technical expertise and the value-added services we provide to municipalities and industrial users will continue to deliver market share gains in our water vertical.
Resilient business platform with significant growth potential
We believe that the combination of our large geographic footprint, end market diversity, fragmented producer and customer base and broad product offerings provides us with a resilient business platform that enhances our flexibility and ability to take advantage of growth opportunities. We buy thousands of different chemical products in bulk quantities, process them, repack them in quantities that are matched to the needs of our customers, sell them and deliver them to approximately 110,000 customer locations in over 150 countries. In addition to our vast geographic reach, we serve a wide range of end markets with over 30,000 products and have
 
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no major exposure to any single end market or customer. Our ten largest customers accounted for approximately 13% of our consolidated net sales for the year ended December 31, 2014. We also benefit from sourcing our products from a diverse and large set of producers, with our ten largest producers accounting for approximately 32% of our chemical expenditures in 2014. In addition, we have undertaken substantial cost reduction activities since 2012, which have reduced our fixed costs, improved our net working capital balances and increased our operating margins. For the past three years, capital expenditures have typically averaged less than 2% of sales annually. Capital expenditures for our business have historically been low and predictable year over year. We believe that the combination of our disciplined approach to cost control, our active asset management strategy and our low capital expenditure requirements has resulted in a strong business platform that is well positioned for growth and adaptable to changing industry dynamics.
Experienced and proven management team
We have assembled a highly experienced management team that have, on average, over 30 years of experience in the chemical industry. Our management team is led by our Chief Executive Officer, Erik Fyrwald, formerly the President and Chief Executive Officer of Nalco Holding Company and President of Ecolab, Inc., who has over 30 years of experience in the chemical and distribution industries. Since mid-2012, our senior management team has implemented an enhanced business strategy and successfully transformed our pricing structure, sales force, capital efficiency and acquisition and integration strategy.
Our Growth Strategy
We believe that we are well-positioned to capitalize on industry growth trends and opportunities to increase our market share by focusing on expanding our scale and global infrastructure, while further cultivating our relationships with key producers and customers. We also intend to continue to implement strategies to improve our operating margins. The key elements of our growth strategy are to:
Leverage our market leading position to grow organically in existing and new geographies and end markets
We seek to build upon our position as a global market leader by leveraging our scale and global network to capitalize on market opportunities, as major chemical producers outsource an increasing portion of their distribution operations and rationalize their distributor relationships. Because many producers and customers look for distributors with specialized industry or product knowledge, we will continue to develop our technical and industry-specific expertise to become the preferred distributor for an even broader range of chemical producers and customers in existing and new markets. We will also continue to improve the customer experience through dedicated sales teams composed of professionals with industry-specific expertise in areas such as oil and gas, water treatment, agricultural services, food ingredients, pharmaceutical ingredients, personal care and coatings and adhesives. In addition, we are expanding the scope of our account management by appointing global account leaders to broaden our relationships with global customers. Our broad geographic footprint and extensive producer and customer relationships provide us with a unique opportunity to expand our operations in developing geographies. We believe that we are well-positioned to capture additional sales volume and grow organically as we reinforce our position as a “one-stop” provider of chemicals to customers and related supply chain management services for chemical producers.
Focus on continued development of innovative value-added services
We are focused on developing and offering a range of value-added services that provide efficiency gains for producers and lower the total cost of ownership for our customers. We will also continue to partner with customers to develop tailored solutions to meet their specific requirements. Our high-growth and value-added service offerings, including Magnablend, MiniBulk, ChemCare and ChemPoint.com, are key differentiators for us relative to our competitors and also enhance our profitability and growth prospects.
 
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Pursue commercial excellence initiatives
We are currently focused on implementing a number of key commercial excellence programs including:
 
 	•	 	strengthening our sales planning and execution process by focusing on a centralized account planning process, improving value documentation and conducting quarterly business reviews with customers;	
 
 	•	 	attracting, retaining, mentoring and developing our sales force talent, increasing the size of our U.S. sales force to take advantage of markets that are underpenetrated by us, enhancing product knowledge and end market expertise across our sales force and focusing our sales force on high-growth, high-value end markets; and	
 
 	•	 	expanding our utilization of proprietary intelligent mobile sales force tools which provide market and customer insights, pricing analytics, to drive improved productivity and profitability for producers and us.	
Continue to implement additional productivity improvements and operational excellence initiatives
We are committed to continued operational excellence and have implemented several initiatives to further improve operating performance and margins. Some of the key operational excellence initiatives include:
 
 	•	 	Optimizing our global sourcing and supply chain network: We are focusing on our procurement organization to reduce sourcing costs and implementing robust inventory planning and stocking systems, and we are in the process of centralizing, improving and consolidating our indirect-spend, including third party transportation, all in an effort to reduce costs and improve the reliability and level of service we offer customers; and	
 
 	•	 	Continuing to refocus our EMEA business . We are undertaking a commercial realignment of our EMEA business, from a country-based structure to a pan-European platform, with increased focus on key growth markets, local knowledge and local profitability. We also continue to rationalize underperforming sites and reduce overhead to drive improved profitability in EMEA.	
Undertake selective acquisitions and ventures
We will continue to evaluate selective acquisitions and ventures in both developed and emerging markets to complement our organic growth initiatives. Specifically, we seek acquisition and venture opportunities that will:
 
 	•	 	increase our market share in established markets, such as North America and Europe, to create operating leverage;	
 
 	•	 	increase our market share of key products where increased volume provides enhanced margin opportunities;	
 
 	•	 	expand our existing product portfolio and our value-added services capabilities;	
 
 	•	 	enable us to enter or expand our presence in high-growth developing markets such as China and Brazil; and	
 
 	•	 	increase our presence in high-growth industries.	
Company History
Our history dates back to 1924 when we were founded as a brokerage business. In 1986, we acquired McKesson Chemical Corporation, then the third largest U.S. chemical distributor, solidifying our presence throughout the United States and making us the largest chemical distributor in North America. In 2001, we continued our expansion into Europe through the acquisition of Ellis & Everard, which specialized in the distribution of chemicals in the United Kingdom and Ireland and had additional facilities in Europe and the Eastern United States. In 2007, we acquired Chemcentral, which enabled us to improve our market share and operational efficiencies in North America.
 
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In 2007 we were acquired by investment funds advised by CVC as well as investment funds associated with Goldman, Sachs & Co. and Parcom. On November 30, 2010, investment funds associated with CD&R acquired a 42.5% ownership interest in us. Currently funds advised or managed by CD&R and CVC each beneficially own approximately 40% of our company. The remaining interests are beneficially owned by funds managed or advised by Parcom, an investment fund affiliated with ING Group, affiliates of Highbridge Capital Management, affiliates of Apollo Global Management, affiliates of GSO Capital Partners, our management and former management and affiliates of certain of the underwriters, including Goldman, Sachs & Co. and J.P. Morgan Securities LLC.
In December 2010, we acquired Basic Chemicals Solutions L.L.C., a global distributor and trader of commodity chemicals, which further strengthened our ability to provide value in the supply chain between chemical producers and end-users and reinforced our global sourcing capabilities. In January 2011, we completed our acquisition of Quaron, a chemical distributor operating in Belgium and the Netherlands, which complemented our strong European foothold in specialty chemicals with expanded product portfolio and increased logistical capability. We continued our expansion into the emerging markets in 2011 through our acquisition of Eral-Protek, a leading chemical distributor in Turkey, and the acquisition of Arinos, a leading chemical distributor of specialty and commodity chemicals and high-value services in Brazil. In December 2012, we acquired Magnablend, whose specialty chemical and manufactured products broadened our oil and gas offerings. In May 2013, we expanded our Mexican presence with the acquisition of Quimicompuestos, making us a leading chemical distributor in the Mexican market, which is increasingly connected to the North American market. In November 2014, we acquired D’Altomare Quimica Ltda, a Brazilian distributor of specialty chemicals and ingredients, which will expand our geographic footprint and market presence in Brazil and across Latin America. On April 10, 2015, we acquired Key Chemical, Inc., or Key, one of the largest distributors of fluoride to municipalities in the United States, which we expect to help us expand our offerings into the municipal and other industrial markets.
Products and End Markets
The main focus of our marketing approach is to identify attractive end-user markets and provide customers in those markets all of their commodity and specialty chemical needs. We also offer value-added services as well as procurement solutions that leverage our chemical, supply chain and logistics expertise, networked inventory sourcing and producer relationships. We provide our customers with a “one-stop shop” for their commodity and specialty chemical needs and offer a reliable and stable source of quality products.
We buy and inventory chemicals in large quantities such as barge loads, railcars or full truck loads from chemical producers and we sell and distribute smaller quantities to our customers. Approximately 54% of the chemicals we purchase are in bulk form, and we repackage them into various size containers for sale and distribution.
Commodity chemicals currently represent and have historically represented the largest portion of our business by sales and volume. Our commodity chemicals portfolio includes acids and bases, surfactants, glycols, inorganic compounds, alcohols and general chemicals used extensively throughout hundreds of end markets. Our specialty chemicals sales represent an important, high-value, higher-growth portion of the chemical distribution market. We typically sell specialty chemicals in lower volumes but at a higher profit than commodity chemicals. While many chemical producers supply these products directly to customers, there is an increasing trend toward outsourcing the distribution of these specialized, lower volume products. We believe that customers and producers value Univar’s ability to supply both commodity and specialty products, particularly as the markets continue to consolidate.
We focus on sourcing certain high volume products that we distribute to our customers. We buy products globally at attractive pricing. We largely sell chemicals sourced through our industry focused salesforce. However, a small proportion of the chemicals that we source are sold directly to certain high volume customers through our BCS group. Our global sourcing capabilities help us enhance our global market presence and our product expertise across all market segments.
 
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We serve a diverse set of end markets and regions, with no end market accounting for more than 20% of our net sales over the past year. Our most significant end markets in recent years have included oil and gas, coatings and adhesives, chemical manufacturing, food ingredients and cleaning and sanitization.
Our key global end markets include:
 
 	•	 	Oil, Gas and Mining . Our strength in the oil and gas sector comes from our expert team of chemical and petroleum engineers and other professionals with many years of industry experience. We believe that our industry expertise, coupled with laboratory services and product lines that are designed for use in refineries and gas processing plants, make us a leading distributor to this industry. We also support the upstream oil and gas business by providing chemicals for use in drilling, completing and reworking oil and gas wells and the oil sands in Canada. In this sector, we distribute caustic-soda, hydrochloric acid, absorbents, catalysts, fuel additives, water soluble polymers, gas treating amines, lubricants, surfactants, solvents, methanol and heat transfer fluids.	
 
 	•	 	Coatings and Adhesives . The coatings and adhesives industry is also one of our largest customer end markets. We sell solvents, resins, pigments and other thickeners used to make paints, inks, glues and other binders. We have a large team of industry and product specialists offering a diverse line of commodity and specialty paints and coatings products. Our product line includes solvents, epoxy resins, polyurethanes, titanium dioxide, fumed silica, esters, plasticizers, silicones and specialty amines.	
 
 	•	 	Agricultural Sciences . We are a leading wholesale distributor of crop protection products to independent retailers and specialty applicators. To support this end market, we distribute horticultural products, fungicides and feed, among other products, and we provide storage and logistics services for major crop protection companies, storing chemicals, feed grade materials, seed, equipment and parties. We also are the largest distributor in the United States of pest control products and equipment to the pest management industry. We service the public health, hay production, post-harvest commodity storage, animal production, dairy and turf and ornamental markets with these products. We operate a network of over 70 Univar ProCenter distribution centers in North America to serve this end market.	
 
 	•	 	Chemical Manufacturing. We distribute a full suite of chemical products in support of the chemical manufacturing industry (organic, inorganic and polymer chemistries). Our broad warehousing and delivery resources permit us to assure our chemical manufacturing customers efficient inventory management, just-in-time delivery, custom blends and tailored packages. Our industry expertise also assists our customers in making product selections which best suit the customer’s objectives and with chemical waste and wastewater issues.	
 
 	•	 	Food Ingredients . For the food and beverage industry, we inventory a diverse portfolio of commodity and specialty products that are sold as processing aids or food additives. We sell food ingredients such as texturants, thickeners, sweeteners, preservatives, leavening agents and glycerine, as well as texturizer and fat replacement products that include xanthan gum, carrageenan, cellulosics and pectin. We distribute emulsifier products that include glycerine, propylene glycol and lecithin and we distribute citric acid, an acidulant product, as well as alkalis. The major food and beverage markets we serve are meat processing, baked goods, dairy, grain mill products, processed foods, carbonated soft drinks, fruit drinks and beer. We manage our product portfolio to ensure security of supply, quality standards and cost competitiveness. We refresh our product offering with products that meet the key trends impacting the food industry. Our industry experts have developed marketing tools that simplify the ingredient selection process for our customers and provide product performance information and solutions.	
 
 	•	 	Cleaning and Sanitization . The cleaning and sanitization industry is made up of thousands of large and small formulators that require a multitude of chemical ingredients to make cleaning products and detergents for home and industrial use. We believe that we distribute chemicals manufactured by many of the industry’s leading producers of surfactants, emulsifiers, phosphates, fillers, fabric softeners, bleaching aides, chelants, acids, alkalis and other chemicals that are used in cleaning products.	
 
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 	•	 	Personal Care . We are a full-line distributor in the personal care industry providing a wide variety of commodity and specialty chemicals used in moisturizing lotions, shampoos, conditioners, body washes, toning, coloring, styling and many other consumable products for cleansing and beautifying. The chemicals that we distribute serve as active ingredients with functional properties in the formulation of personal care products. Business development specialists and industry specialists work with our customer formulators and assist them with their product innovations.	
 
 	•	 	Pharmaceuticals . We are uniquely positioned in the pharmaceutical ingredients industry due to the combination of our product portfolio, logistics footprint and customized solutions to meet the needs of a highly regulated industry. We represent some of the world’s leading excipient, solvent and active pharmaceutical ingredient producers as well as producers of chemicals used to support water treatment and filtering and purification systems, thus offering our customers a broad product offering in the pharmaceutical industry. We sell active ingredients such as aspirin, ascorbic acid, caffeine and ibuprofen and excipients that include polysorbates, methylcellulose, stearyl alcohol and glycerol stearates.	
In some geographic regions we target other markets in addition to the end-user markets described above. Our water treatment products and services are utilized by customers in many of our end markets, and we believe that this will continue to be a growth area for our business.
Services
In addition to selling and distributing chemicals, we use our transportation and warehousing infrastructure and broad knowledge of chemicals and hazardous materials handling to provide important distribution and value-added services for producers and our customers. This intermediary role is increasingly important, in particular due to the recent trend of increased outsourcing of distribution by chemical producers to satisfy their need for supply chain efficiency. These services include:
Distribution Services
 
 	•	 	Inventory management.  We manage our inventory in order to meet customer demands on short notice whenever possible. Our key role in the supply chain to chemical producers also enables us to obtain access to chemicals in times of short supply, when smaller chemical distributors may not able to obtain or maintain stock. Further, our global distribution network permits us to stock products locally to enhance “just-in-time” delivery, providing outsourced inventory management to our customers. In addition, for oil and gas customers, we are able to offer a suite of wellsite delivery as well as service options to further assure product availability and proper application, often in difficult to reach areas.	
 
 	•	 	Product knowledge and technical expertise.  We partner with our customers in their production processes. For example, we employ a team of food technologists and chemicals and petroleum engineers who have the technical expertise to assist in the formulation of chemicals to meet specific customer performance requirements as well as provide customers with after-market support and consultation.	
 
 	•	 	Mixing, Blending and repackaging.  We provide our customers with a full suite of blending and repackaging services. Additionally, we can fulfill small orders through our repackaging services, enabling customers to maintain smaller inventories.	
Value-Added Services
 
 	•	 	MiniBulk and Remote Monitoring. MiniBulk is a complete storage and delivery system that improves plant safety and productivity. MiniBulk is a safe and efficient handling and use system for customers receiving less than full truckload quantities of chemicals. Our trained specialists deliver products that minimize employee exposure to hazardous chemicals. In addition drum storage and disposal are	
 
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 	eliminated and access to products is improved. Similarly, our remote telemetry systems permit around-the-clock access to inventory information. The result is better inventory management, elimination of manual measurement and better assurance of timely/automatic replenishment.	
 
 	•	 	Specialized Blending . Leveraging our technical expertise, we are able to utilize our blending and mixing capabilities to create specialty chemical formulations to meet specific customer performance demands, including formulated products through our Magnablend business.	
 
 	•	 	ChemCare.  Our ChemCare waste management service collects both hazardous and non-hazardous waste products at customer locations in the United States and Canada, and then works with select partners in the waste disposal business to safely transport these materials to licensed third party treatment, storage and disposal facilities. ChemCare reviews each waste profile, recommends disposal alternatives to the customer and offers transportation of the waste to the appropriate waste disposal company. Hazardous and non-hazardous waste management technologies provided from our approved treatment storage and disposal facility partners include recycling, incineration, fuels blending, lab packing, landfill, deepwell injection and waste to energy. ChemCare also assists in the preparation of manifests, labels and reporting requirements and provides on-site project management for tank cleaning projects and site cleanups.	
 
 	•	 	ChemPoint.com . ChemPoint.com is our unique distribution platform that facilitates the marketing and sales of specialty and fine chemicals. ChemPoint.com operates principally in North America and EMEA. Our ChemPoint.com platform is primarily focused on connecting producers to customers who require a technical sales approach on relatively small volumes of high-value and highly-specialized chemicals. Through this platform, we also offer MarketConnect, our leading-edge, web-based opportunity management system, which provides producers with market transparency to customers and allows them to review and participate in a high-value sales process.	
Producers
We source chemicals from many of the premier global chemical manufacturers. Among our largest producers worldwide are the world’s largest general chemical and petrochemical producers, with many of the relationships with these producers having been in place for decades. We have both exclusive and nonexclusive arrangements with producers, depending on the type of chemicals involved. We typically maintain relationships with multiple producers of commodity chemicals to protect against disruption in supply and distribution logistics as well as to maintain pricing discipline in our supply. Specialty chemicals, which often require more in-depth technical application knowledge, tend to be sourced on an exclusive basis. Maintaining strong relationships with producers is important to our overall success. Our scale, geographic reach, diversified distribution channels and industry expertise enable us to develop strong, long-term relationships with producers, allowing us to integrate our service and logistics capabilities into their business processes, promoting collaboration on supply chain optimization, marketing and other revenue enhancement strategies. The producers we work with also benefit from the insight we provide into customer buying patterns and trends. Our scale, geographic reach and close relationship with chemical producers often enable us to receive more attractive pricing terms for our chemical purchasing. Chemical producers have been using fewer independent distributors in an effort to develop more efficient marketing channels and to reduce their overall costs. More and more, chemical producers are depending on the sales forces and infrastructure of large chemical distributors to efficiently market, warehouse and deliver their chemicals to end-users.
Our base of more than 8,000 chemical producers is highly diversified, with Dow Chemical Company representing approximately 12% of our 2014 chemicals expenditures, and no other chemical producer accounting for more than 10% of the total. Our 10 largest producers accounted for approximately 32% of our total chemical expenditures in 2014.
We typically purchase our chemicals through purchase orders rather than long-term contracts, although we have exclusive supply arrangements for certain specialty chemicals. We normally enter into framework supply
 
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contracts with key producers. These framework agreements generally operate on an annual basis either with pricing items fixed to an index or without fixed pricing terms, although they often include financial incentives if we meet or exceed specified purchase volumes. We also have a limited number of longer term agreements with certain producers of commodity chemicals. For all of these chemicals, once we purchase the products, we ship them either directly to a customer or, more commonly, to one of our distribution centers.
Our ability to earn volume-based incentives from producers is an important factor in achieving our financial results. We receive these volume-based incentives in the form of rebates that are payable only when our sales equal or exceed the relevant target. In order to record these incentives throughout the year, we estimate the amount of incentives we expect to receive in order to properly record our cost of sales during the period. Because our right to receive these incentives will depend on our purchases for the entire year, our accounting estimates depend on our ability to forecast our annual purchases accurately which ultimately will vary depending on our customers’ demand and consumption patterns which may be independent of our performance as a distributor.
Sales and Marketing
We organize our business regionally, mirroring our supply chain and logistics networks. We also further focus our salesforce towards four primary industry groups: Industrial Chemicals; BCS; Oil, Gas and Mining and Agricultural Sciences. We train our sales personnel so that they develop expertise in the industries that they serve. Our Industrial Chemical group has the largest salesforce of our primary groups. It focuses on Coatings and Adhesives, Chemical Manufacturing, Food Ingredients, Cleaning and Sanitization, Pharmaceutical Ingredients and Personal Care. Our Oil, Gas and Mining salesforce focuses on the oil and gas sector as well as the mining sector. Our BCS salesforce leverages our strong supplier relationships to provide superior product insight and expertise to deliver high-volume, critical-use organic chemicals to customers. In North America we also have a salesforce that focuses on the Agricultural Sector. As part of our EMEA restructuring, we have begun realigning our salesforce to focus on the Industrial Chemical, BCS and Oil, Gas and Mining markets. We believe that arranging our business into geographical segments that mirror our supply chain and logistics networks and our sales infrastructure into industry groups that share our supply chain assets and capabilities enables us to focus on key end markets and service offerings and to align our industry expertise with our customers’ industry specific needs.
We believe that our industry-focused model differentiates us in the market and provides superior technical support and innovation to meet customer needs, which increases our effectiveness as a sales channel for producers. We believe this industry-focused model enables us to provide application support for our customers and encourages customers to consolidate chemical purchasing with us, creating additional sales for us and producers. To fully penetrate various markets and industries, we also use outside sales representatives, telesales representatives and technically trained telemarketing personnel. In addition to pursuing producer diversification and volume-based pricing, we exercise discipline in pricing to customers in order to improve margins. We centrally establish and manage pricing guidelines for select products. Our product managers establish a price based on prices posted by chemical producers plus freight, storage and handling charges. Our field management and sales teams price our products based on order volume and local competitive conditions utilize proprietary tools to price the products. They are required to obtain authorization from the product manager to quote a price below the posted threshold.
Our industry-focused marketing groups are responsible for product management, account management, program marketing product portfolio management and corporate communication with an industry focus to provide superior value-added services. Our industry product management groups work to analyze and identify product and technology trends in the marketplace and develop programs to promote enhanced sales. We have established an international marketing group to focus on the European market and to enter into corporate contracts on behalf of local operating companies. We believe that our European presence and broad product portfolio position us better than our local competitors to meet the requirements of the European corporate market.
Commencing in 2013, we began to implement our Freedom to Sell initiative in the United States, which is focused on strengthening our sales planning and execution process. Freedom to Sell seeks to assist our sales force
 
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in successfully identifying and prioritizing customer opportunities as well as providing coaching, mentoring and incentivizing our sales force to take advantage of those opportunities, resulting in increased sales time and an efficient allocation of sales resources.
As of December 31, 2014, we had approximately 2,900 sales and marketing professionals, representing approximately 32% of our total workforce. Our sales and marketing professionals as of that date were located in the following regions: 1,400 in USA, 300 in Canada, 900 in EMEA and 300 in Rest of World.
Distribution Channels
We continue to refine our distribution business model to provide producers and our customers with the highest level of service, reliability and timeliness of deliveries while offering cost competitive products. We have several channels to market, including warehouse delivery, direct-to-consumer delivery and ChemPoint.com, our unique distribution platform for specialty and fine chemicals. The principal determinants of the way a customer is serviced include the size, scale and level of customization of a particular order, the nature of the product and the customer, and the location of the product inventories. For the year ended December 31, 2014, warehouse distribution accounted for approximately 80% of our net sales while direct distribution accounted for approximately 18% of our net sales, with the remaining approximate 2% of net sales derived primarily from services.
Warehouse Distribution
Our warehouse distribution business is the core of our operations. In our warehouse business, we purchase chemicals in truck load or larger quantities from chemical producers based on contracted demands of our customers or our estimates of anticipated customer purchases. Once received, chemicals are stored in one or more of our over 800 distribution facilities, depending on customer location, for sale and distribution in smaller, less-than-truckload quantities to our customers. Our warehouses have various facilities for services such as repackaging, blending and mixing to create specialized chemical solutions needed by our customers in ready-to-use formulations.
Our warehouse business connects large chemical producers with smaller volume customers whose consumption patterns tend to make them uneconomical to be served directly by producers. Thus, the core customer for our warehouse business model is a small or medium volume consumer of commodity and specialty chemicals. Since chemicals comprise only a fraction of the input costs for many of our customers’ products, our warehouse customers typically value quality, reliability of supply and ease of service. Our breadth of chemical product offerings also allows us to provide customers with complete management solutions for their chemical needs as they are able to obtain small volumes of many different products from us more efficiently and economically than if they dealt directly with multiple chemical producers. Our network of warehouses allows us to service most customers from multiple locations and also enables us to move products efficiently and economically throughout our own warehouse system to service customers on a real-time basis. Further, by leveraging our geographic footprint and state-of-the-art logistics platform, we are able to combine multiple customer orders along the same distribution routes to reduce delivery costs and facilitate customer inventory management. For example, we combine multiple less-than-truckload deliveries for different customers along the same route to better utilize our delivery assets while at the same time minimizing our customers’ inventories.
With the leading market position in North America, our operations are capable of serving customers throughout the United States, including Hawaii and Alaska, and all major provinces and major manufacturing centers within Canada including remote areas such as the oil sands regions of Northern Canada. Our close proximity to major transportation arteries allows us to service customers in the most remote locations throughout the United States, particularly those markets that chemical producers are not able to serve profitably. In the USA, we rely mainly on our own fleet of distribution vehicles, while we primarily use third parties for the transportation of chemicals in EMEA and Rest of World.
 
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Direct Distribution
Our direct distribution business provides point-to-point logistics for full truckloads or larger quantities of chemicals between producers and customers. In direct distribution, we sell and service large quantity purchases that are shipped directly from producers through our logistics infrastructure, which provides customers with sourcing and logistics support services for inventory management and delivery, in many cases far more economically than the producer might provide. We believe that producers view us not as competitors, but as providers of a valuable service, brokering these large orders through the utilization of our broad distribution network. We typically do not maintain inventory for direct distribution, but rather use our existing producer relationships and marketing expertise, ordering and logistics infrastructure to serve this demand, resulting in limited working capital investment for these sales. Our direct distribution service is valuable to major chemical producers as it allows them to deliver larger orders to customers utilizing our existing ordering, delivery and payment systems. This distribution channel primarily distributes bulk commodity chemicals utilizing our own delivery vehicles in North America and third party carriers in Europe.
Insurance
We have insurance coverage at levels which we consider adequate for our worldwide facilities and activities. Our insurance policies cover the following categories of risk: property damage and business interruption; product and general liability; environmental liability; directors’ and officers’ liability; crime; workers’ compensation; auto liability; railroad protective liability; excess liability; excess California earthquake; marine liability; marine cargo; aviation products liability; business travel accident; pension trustees liability; and employment practices liability.
Competition
The chemical production, distribution and sales markets are highly competitive. Most of the products that we distribute are made to industry standard specifications and are either produced by, or available from, multiple sources or the producers with which we work may also sell their products through a direct sales force or through multiple chemical distributors.
Chemical distribution itself is a fragmented market in which only a small number of competitors have substantial international operations. Our principal large international competitor is Brenntag, with a particularly strong position in Europe.
Many other chemical distributors operate on a regional, national or local basis and may have a strong relationship with local producers and customers that may give them a competitive advantage in their local market. Some of our competitors are either local or regional distributors with a broad product portfolio, while others are niche players which focus on a specific end market, either industry or product-based.
Chemical producers may also choose to limit their use of third party distributors, particularly with respect to higher margin products, or to partner with other chemical producers for distribution, each of which could increase competition.
We compete primarily on the basis of price, diversification and flexibility in product offerings and supply availability, market insight and the ability to provide value-added services.
North America
The independent chemical distribution market in North America is fragmented with just under 50% of the market serviced by the top five companies and more than half the market serviced by companies that have a share of less than 2% each. Our principal competitors in North America include Brenntag, Helm America, Hydrite Chemical, Prinova and Nexeo Solutions—formerly Ashland Distribution. We also compete with a number of smaller companies in certain niche markets.
 
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EMEA
The independent chemical distribution market in Europe historically has been highly fragmented with most distributors operating on a regional basis and just over a quarter of the market serviced by the top five companies. Consolidation among chemical distributors has increased, mirroring developments within the chemical sector as a whole. As consolidation accelerates amongst chemical producers and customers alike, they are increasingly looking to do business with fewer distributors that handle a range of key products across key geographic regions.
Brenntag is our leading competitor in Europe due to its strong market position in Germany, which is the largest European chemical distribution market. Other regional competitors in Europe include Azelis, Helm and IMCD. We believe that we are the leading chemical distributor in the United Kingdom and Ireland.
In EMEA, we believe that there are approximately 50 companies in the chemical distribution market with annual sales in excess of $100 million. We believe that we rank as the third largest in this market and that many of our competitors in this market have narrower product offerings and geographic reach than our company.
Rest of World
In Rest of World, the markets for chemical distribution are much more fragmented and credible competitive information for smaller companies is not available. Our relative competitive position in the Rest of World markets is smaller than in North America or EMEA.
Regulatory Matters
Our business is subject to a wide range of regulatory requirements in the jurisdictions in which we operate. Among other things, these laws and regulations relate to environmental protection, economic sanctions, product regulation, anti-terrorism concerns, management, storage, transport and disposal of hazardous chemicals and other dangerous goods, and occupational health and safety issues. Changes in and introductions of regulations have in the past caused us to devote significant management and capital resources to compliance programs and measures. New laws, regulations, or changing interpretations of existing laws or regulations, or a failure to comply with current laws, regulations or interpretations, may have a material adverse effect on our business, financial condition and results of operations. The following summary illustrates some of the significant regulatory and legal requirements applicable to our business.
Environmental, Health and Safety Matters
We operate in a number of jurisdictions and are subject to various foreign, federal, state and local laws and regulations related to the protection of the environment, human health and safety, including laws regulating discharges of hazardous substances into the soil, air and water, blending, managing, handling, storing, selling, transporting and disposing of hazardous substances, investigation and remediation of contaminated properties and protecting the safety of our employees and others. Some of our operations are required to hold environmental permits and licenses. The cost of complying with these environmental, health and safety laws, permits and licenses has, in some instances, been substantial.
Some of our historic operations, including those of companies we acquired, have resulted in contamination at a number of currently and formerly owned or operated sites. We are required to investigate and remediate at many of such sites. Contamination at these sites generally resulted from releases of chemicals and other hazardous substances. We have spent substantial sums on such investigation and remediation and expect to continue to incur such expenditures, or discover additional sites in need of investigation and remediation, until such investigation and remediation is deemed complete. Information on our environmental reserves is included in Note 18 to our consolidated financial statements for the year ended December 31, 2014 which are included in this prospectus.
 
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CERCLA . The U.S. Comprehensive Environmental Response, Compensation, and Liability Act, or CERCLA, also known as Superfund, as well as similar laws in other jurisdictions, governs the remediation of contaminated sites and establishes liability for the release of hazardous substances at such sites. A party that transported waste, or arranged for the shipment of waste, to a waste disposal facility or other third party site that requires remediation can be liable for the cost of cleanup regardless of fault, the lawfulness of the disposal or the actions of other parties. Under CERCLA, the EPA or a delegated state agency can oversee or require remediation of such sites and seek cost recovery from any party whose wastes were disposed at, or who otherwise contributed to the contamination of, such sites. We are party to consent agreements with the EPA and state regulatory authorities with respect to environmental remediation at a number of such sites. We may be identified as a Potentially Responsible Party at additional third party sites or waste disposal facilities.
RCRA . The EPA regulates the generation, transport, treatment, storage and disposal of hazardous waste under the U.S. Resource Conservation and Recovery Act, or RCRA. RCRA also sets forth a framework for managing non-hazardous waste. Most owners and operators of hazardous waste treatment, storage and disposal facilities must obtain a RCRA permit. RCRA also mandates certain operating, recordkeeping and reporting obligations for owners and operators of hazardous waste facilities. Our facilities generate various hazardous and non-hazardous wastes and we are a hazardous waste transporter and temporary storage facility. As a result of such activities, we are required to comply with RCRA requirements, including the maintenance of financial resources and security to address forced closures or accidental releases.
Clean Air Act . The U.S. Clean Air Act and similar laws in other jurisdictions establish a variety of air pollution control measures, including limits for a number of airborne pollutants. These laws also establish controls for emissions from automobiles and trucks, regulate hazardous air pollutants emitted from industrial sources and address the production of substances that deplete stratospheric ozone. Under the Clean Air Act, we are required to obtain permits for, and report on emissions of, certain air pollutants, or qualify for and maintain records substantiating that we qualify for an exemption. Owners and operators of facilities that handle certain quantities of flammable and toxic substances must implement and regularly update detailed risk management plans filed with and approved by the EPA. Failure to comply with the Clean Air Act may subject us to fines, penalties and other governmental and private actions.
Clean Water Act . Many of the jurisdictions in which we operate regulate water quality and contamination of water. In the United States, the EPA regulates discharges of pollutants into U.S. waters, sets wastewater standards for industry and establishes water quality standards for surface waters, such as streams, rivers and lakes, under the U.S. Clean Water Act. The discharge of any regulated pollutant from point sources (such as pipes and manmade ditches) into navigable waters requires a permit from the EPA or a delegated state agency. Several of our facilities have obtained permits for discharges of treated process wastewater directly to surface waters. In addition, several of our facilities discharge to municipal wastewater treatment facilities and therefore are required to obtain pretreatment discharge permits from local agencies. A number of our facilities also have storm water discharge permits.
Oil Pollution Prevention Regulations . The Oil Pollution Prevention regulations promulgated by the EPA under the authority of the Clean Water Act require that facilities storing oil in excess of threshold quantities or which have the ability to reach navigable water have a spill prevention, control and countermeasure, or SPCC, plan. Many of our facilities have SPCC plans or similar oil storage plans required in non-U.S. jurisdictions.
Storage Requirements . Our warehouse facilities are required to comply with applicable permits and zoning requirements from local regulatory authorities and pursuant to leases. These requirements, which differ based on type of facility and location, define structural specifications and establish limits on building usage. Regulators typically have the authority to address non-compliance with storage requirements through fines, penalties and other administrative sanctions.
 
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EPCRA . The U.S. Emergency Planning and Community Right-To-Know Act, or EPCRA, establishes reporting rules for facilities that store or manage chemicals and requires such facilities to maintain certain safety data. EPCRA is intended to facilitate state and local planning for chemical emergencies. EPCRA requires state and local emergency planning and emergency response authorities to be informed of the presence of specified quantities of “extremely hazardous substances” at a facility and the release of listed hazardous substances above threshold quantities. Facilities that store or use significant amounts of toxic chemicals must also submit annual toxic chemical release reports containing information about the types and amounts of toxic chemicals that are released into the air, water and soil, as well as information on the quantities of toxic chemicals sent to other facilities. We store and handle a number of chemicals subject to EPCRA reporting and recordkeeping requirements.
TSCA . The U.S. Toxic Substances Control Act, or TSCA, and similar laws in other jurisdictions, are intended to ensure that chemicals do not pose unreasonable risks to human health or the environment. TSCA requires the EPA to maintain the TSCA registry listing chemicals manufactured or processed in the United States. Chemicals not listed on the TSCA registry cannot be imported into or sold in the United States until registered with the EPA. TSCA also sets forth specific reporting, recordkeeping and testing rules for chemicals, including requirements for the import and export of certain chemicals, as well as other restrictions relevant to our business. Pursuant to TSCA, the EPA from time to time issues Significant New Use Rules, or SNURs, when it identifies new uses of chemicals that could pose risks to human health or the environment and also requires pre-manufacture notification of new chemical substances that do not appear on the TSCA registry. When we import chemicals into the United States, we must ensure that chemicals appear on the TSCA registry prior to import, participate in the SNUR process when a chemical we import requires testing data and report to the EPA information relating to quantities, identities and uses of imported chemicals.
FIFRA and Other Pesticide and Biocide Regulations . We have a significant operation in the distribution and sale of pesticides and biocides. These products are regulated in many jurisdictions. In the United States, the Federal Insecticide, Fungicide, and Rodenticide Act, or FIFRA, authorizes the EPA to oversee and regulate the manufacture, distribution, sale and use of pesticides and biocides. We are required to register with the EPA and certain state regulatory authorities as a seller and repackager of pesticides and biocides. The EPA may cancel registration of any pesticide or biocide that does not comply with FIFRA, effectively prohibiting the manufacture, sale, distribution or use of such product in the United States.
The EPA has established procedures and standards for the design of pesticide and biocide containers, as well as the removal of pesticides and biocides from such containers prior to disposal. Applicable regulations also prescribe specific labeling requirements and establish standards to prevent leaks and spills of pesticides and biocides from containment structures at bulk storage sites and dispensing operations. These standards apply to dealers who repackage pesticides, commercial applicators and custom blenders.
REACH . In Europe, our business is affected by legislation dealing with the Registration, Evaluation, Authorization and Restriction of Chemicals, or REACH. REACH requires manufacturers and importers of chemical substances to register such substances with the European Chemicals Agency, or the ECHA, and enables European and national authorities to track such substances. Depending on the amount of chemical substances to be manufactured or imported, and the specific risks of each substance, REACH requires different sets of data to be included in the registration submitted to the ECHA. Registration of substances with the ECHA imposes significant recordkeeping requirements that can result in significant financial obligations for chemical distributors, such as us, to import products into Europe. REACH is accompanied by legislation regulating the classification, labeling and packaging of chemical substances and mixtures.
GHG Emissions . In the U.S., various legislative and regulatory measures to address greenhouse gas, or GHG, emissions are in various phases of discussion or implementation. At the federal legislative level, Congress has previously considered legislation requiring a mandatory reduction of GHG emissions. Although Congressional passage of such legislation does not appear likely at this time, it could be adopted at a future date.
 
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It is also possible that Congress may pass alternative climate change bills that do not mandate a nationwide cap-and-trade program and instead focus on promoting renewable energy and energy efficiency. In the absence of congressional legislation curbing GHG emissions, the EPA is moving ahead administratively under its Clean Air Act authority.
The implementation of additional EPA regulations and/or the passage of federal or state climate change legislation will likely result in increased costs to operate and maintain our facilities. Increased costs associated with compliance with any future legislation or regulation of GHG emissions, if it occurs, may have a material adverse effect on our results of operations, financial condition and ability to make cash distributions.
Internationally, many of the countries in which we do business (but not the U.S.) have ratified the Kyoto Protocol to the United Nations Framework Convention on Climate Change, or the Kyoto Protocol, and we have been subject to its requirements, particularly in the European Union. Many nations entered into the Copenhagen Accord, which may result in a new international climate change treaty in the future. If so, we may become subject to different and more restrictive regulation on climate change to the extent the countries in which we do business implement such a new treaty.
OSHA . We are subject to workplace safety laws in many jurisdictions, including the United States. The U.S. Occupational Safety and Health Act, or OSHA, which addresses safety and health in workplace environments and establishes maximum workplace chemical exposure levels for indoor air quality. Chemical manufacturers and importers must employ a hazard communication program utilizing labels and other forms of warnings, as well as Material Safety Data Sheets, setting forth safety and hazardous materials information to employees and customers. Employers must provide training to ensure that relevant employees are equipped to properly handle chemicals.
We train employees and visitors who have access to chemical handling areas. OSHA requires the use of personal protective equipment when other controls are not feasible or effective in reducing the risk of exposure to serious workplace injuries or illnesses resulting from contact with hazardous substances or other workplace hazards. Employers must conduct workplace assessments to determine what hazards require personal protective equipment, and must provide appropriate equipment to workers.
OSHA operates a process safety management rule, or PSM Rule, that requires employers to compile written process safety information, operating procedures and facility management plans, conduct hazard analyses, develop written action plans for employee participation in safety management and certify every three years that they have evaluated their compliance with process safety requirements. Employees must have access to safety analyses and related information, and employers must maintain and provide process-specific training to relevant employees. We handle several chemicals that are hazardous and listed under the PSM Rule, which imposes extensive obligations on our handling of these chemicals and results in significant costs on our operations.
OSHA’s Hazardous Waste Operations and Emergency Response rules require employers and employees to comply with certain safety standards when conducting operations involving the exposure or potential exposure to hazardous substances and wastes. These standards require hazardous substances preparedness training for employees and generally apply to individuals engaged in cleanup operations, facility operations entailing the treatment, storage and disposal of hazardous wastes, and emergency responses to uncontrolled releases of hazardous substances.
OSHA regulations require employers to develop and maintain an emergency action plan to direct employer and employee actions in the event of a workplace emergency. Under most circumstances, the plan must be maintained in writing, remain accessible at the workplace and be made available to employees for review.
Each of our business units has an obligation to report its Environmental Health and Safety, or EHS, risks and performance to an internal oversight function. EHS risks and performance are tracked through audits,
 
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evaluations and reporting. We have implemented an internal integrated risk management audit system through which EHS risks are evaluated and improvement measures proposed. In addition, our sites undergo periodic external audits, including audits by governmental authorities and certification institutions.
Chemical Facility Anti-Terrorism Standards . The U.S. Department of Homeland Security, or DHS, regulates certain high-risk chemical facilities through its Chemical Facility Anti-Terrorism Standards. These standards establish a Chemical Security Assessment Tool comprised of four elements, including facility user registration, top-screen evaluation, security vulnerability assessment and site security planning. The site security plan must address any vulnerabilities identified in the security vulnerability assessment, including access control, personnel credentialing, recordkeeping, employee training, emergency response, testing of security equipment, reporting of security incidents and suspicious activity, and deterring, detecting and delaying potential attacks. DHS must approve all security vulnerability assessments and site security plans. We handle a number of chemicals regulated by DHS.
Other Regulations
We are subject to other foreign, federal, state and local regulations. For example, many of the products we repackage, blend and distribute are subject to Food and Drug Administration regulations governing the handling of chemicals used in food, food processing or pharmaceutical applications. Compliance with these regulations requires testing, additional policies, procedures and documentation and segregation of products. In addition, we are subject to a variety of state and local regulations, including those relating to the fire protection standards, and local licensing and permitting of various aspects of our operations and facilities.
Proprietary Rights
We rely primarily on trademarks, copyrights and trade secret laws to establish and maintain our proprietary rights in our intellectual property including technology, creative works and products.
We currently own trademark registrations or pending applications in approximately 67 countries for the Univar name and in approximately 41 countries for the Univar hexagon logo. Each of the issued registrations is current and valid for the maximum available statutory duration and can be renewed prior to expiration of the relevant statutory period. We renew the registrations as they become due for both of these marks. We claim common law rights in the mark “Univar” and other Univar-owned trademarks in those jurisdictions that recognize trademark rights based on use without registration. Additionally, we currently own registrations and pending applications in the United States and various jurisdictions for numerous other trademarks that identify Univar as the source of products and services, including “ChemPoint.com”, “ChemCare”, and “PESTWEB”.
Employees
As of December 31, 2014, we employed more than 8,900 persons on a full time equivalent basis worldwide. Approximately 625 of our employees in the United States are represented by labor unions. As of December 31, 2014, approximately 26% of our labor force was covered by a collective bargaining agreement, including approximately 13% of our labor force in the United States, approximately 23% of our labor force in Canada and approximately 56% of our labor force in Europe, and approximately 6% of our labor force was covered by a collective bargaining agreement that will expire within one year. We have experienced no recent work stoppages. In addition, in several of our facilities located outside the United States, particularly those in Europe, employees are represented by works councils appointed pursuant to local law consisting of employee representatives who have certain rights to negotiate working terms and to receive notice of significant actions. These arrangements grant certain protections to employees and subject us to employment terms that are similar to collective bargaining agreements. We believe our relationship with our employees continues to be good.
 
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Facilities
Our principal executive office is located in Downers Grove, Illinois under a lease expiring in June 2024. As of December 31, 2014, we had 514 locations in the United States in 47 states and Puerto Rico. Of these locations, approximately 498 are warehouses responsible for storing and shipping of products and 16 are office space.
We have 385 locations outside of the United States in 35 countries. Of these locations, 327 are warehouses responsible for storing and shipping of products and 58 are office space. The facilities outside of the United States are located in:
 
 	•	 	Brazil (6 facilities)	
 
 	•	 	Canada (149 facilities)	
 
 	•	 	China (9 facilities)	
 
 	•	 	France (35 facilities)	
 
 	•	 	Germany (26 facilities)	
 
 	•	 	Italy and Spain (18 facilities)	
 
 	•	 	Mexico (36 facilities)	
 
 	•	 	Netherlands (19 facilities)	
 
 	•	 	Sweden (17 facilities)	
 
 	•	 	Turkey (13 facilities)	
 
 	•	 	United Kingdom (36 facilities)	
Almost all of our facilities are warehouses where activity is limited to the storing, repackaging and blending of chemicals for distribution. Such facilities do not require substantial investments in equipment and can be opened quickly and replaced with little disruption. As such, we believe that none of our facilities on an individual basis is principal to the operation of our business. We select locations for our warehouses based on proximity to producers and our customers in order for us to fully utilize our facilities and maintain efficient distribution networks. We believe that our facilities are adequate and suitable for our current operations. We hold a relatively small number of surplus sites for potential disposition. Although we own several of our largest facilities, most of our facilities are leased. In some instances, our larger owned sites have been mortgaged under our secured credit facilities.
Legal Proceedings
In the ordinary course of our business, we are subject to periodic lawsuits, investigations and claims. Although we cannot predict with certainty the ultimate resolution of pending or future lawsuits, investigations and claims asserted against us, we do not believe that any currently pending legal proceeding to which we are a party is likely to have a material adverse effect on our business, results of operations, cash flows or financial condition. See Note 18 to our audited consolidated financial statements included elsewhere in this prospectus.
Asbestos Claims
In its 1986 purchase of McKesson Chemical Company from McKesson Corporation, or McKesson, our wholly owned subsidiary, Univar USA Inc., entered into an indemnification agreement with McKesson, or the McKesson Purchase Agreement. Univar USA has an obligation to defend and indemnify McKesson for claims alleging injury from exposure to asbestos-containing products sold by McKesson Chemical Company, or the asbestos claims. Univar USA’s obligation to indemnify McKesson for settlements and judgments arising from asbestos claims is the amount which is in excess of applicable insurance coverage, if any, which may be available under McKesson’s historical insurance coverage. In addition, we are currently defending a small number of claims which name Univar USA as a defendant.
 
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As of March 31, 2015, Univar USA has accepted the tender of, and is defending McKesson in, 11 pending separate-plaintiff claims in multi-plaintiff lawsuits filed in the State of Mississippi. These lawsuits have multiple plaintiffs, include a large number of defendants, and provide no specific information on the plaintiffs’ injuries and do not connect the plaintiffs’ injuries to any specific sources of asbestos. Additionally, the majority of the plaintiffs in these lawsuits have not put forth evidence that they have been seriously injured from exposure to asbestos. No new claims in Mississippi have been received since 2010. At the peak there were approximately 16,000 such claims pending against McKesson. To date, the costs for defending these cases have not been material, and the cases that have been finalized have either been dismissed or resolved with either minimal or no payments. Although we cannot predict the outcome of pending or future claims or lawsuits with certainty, we believe the future defense and liability costs for the Mississippi cases will not be material. Univar USA has not recorded a reserve related to these lawsuits, as it has determined that losses are neither probable nor estimable.
As of March 31, 2015, Univar USA was defending fewer than 170 single-plaintiff asbestos claims against McKesson (or Univar USA as a successor in interest to McKesson Chemical Company) pending in the states of Alabama, California, Delaware, Florida, Illinois, Missouri, New York, Rhode Island, South Carolina and Texas. These cases differ from the Mississippi multi-plaintiff cases in that they are single-plaintiff cases with the plaintiff alleging substantial specific injuries from exposure to asbestos-containing products. These cases are similar to the Mississippi cases in that numerous defendants are named and that they provide little specific information connecting the plaintiffs’ injuries to any specific source of asbestos. Although we cannot predict the outcome of pending or future claims or lawsuits with certainty, we believe the liabilities for these cases will not be material. In the first quarter of 2015, there were 14 single-plaintiff lawsuits filed against McKesson and 12 cases against McKesson which were resolved. As of March 31, 2015, Univar USA has not recorded a liability related to the pending litigation as any potential loss is neither probable nor estimable.
Environmental Remediation
We are subject to various foreign, federal, state and local environmental laws and regulations that require environmental assessment or remediation efforts, or, collectively, environmental remediation work, at approximately 124 locations, some that are now or were previously owned or occupied by us and some that were never owned or occupied by us, or non-owned sites.
Our environmental remediation work at some sites is being conducted pursuant to governmental proceedings or investigations, while we, with appropriate state or federal agency oversight and approval, are conducting the environmental remediation work at other sites voluntarily. We are currently undergoing remediation efforts or are in the process of active review of the need for potential remediation efforts at approximately 106 current or formerly owned or occupied sites. In addition, we may be liable for a share of the clean-up of approximately 18 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 we may have shipped waste products or drums for re-conditioning, or (b) contaminated non-owned sites near historical sites owned or operated by us or our predecessors from which contamination is alleged to have arisen.
In determining the appropriate level of environmental reserves, we consider several factors such as information obtained from investigatory studies; changes in the scope of remediation; 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 our involvement at various sites for which we are 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.
 
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Although we believe that our reserves are adequate for environmental contingencies, it is possible 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. This additional loss or range of losses cannot be recorded at this time, as it is not reasonably estimable.
Of the $117.3 million in environmental reserves, environmental liabilities of $30.6 million were classified as current in other accrued expenses in the consolidated balance sheets as of March 31, 2015. The long-term portion of environmental liabilities is recorded in other long-term liabilities in our consolidated balance sheets.
Other Environmental Matters
On December 9, 2014, Univar USA Inc. was issued a violation notice from the Pollution Control Services Department of Harris County, Texas, or PCS. The notice relates to claims that the Company’s facility on Luthe Road in Houston, Texas operated with inadequate air emissions controls and improperly discharged certain waste without authorization. On March 6, 2015, PCS notified Univar USA Inc. that the matter was forwarded to the Harris County District Attorney’s Office with a request for an enforcement action. No such action has commenced. The Company continues to investigate and evaluate the claims.
In April 2015, Univar USA Inc. subsidiary Magnablend Inc. was advised that the EPA was considering bringing an enforcement action against Magnablend. The matter relates to a January 26, 2015 incident at Magnablend’s Waxahachie, Texas facility at which a 300 gallon plastic container of sodium chlorite burst as a result of a chemical reaction. The incident did not result in any injuries. Magnablend is cooperating with the EPA’s investigation. Magnablend has not been provided with the details of an enforcement action.
Competition Claims
At the end of May 2013, the Autorité de la concurrence, France’s competition authority, fined us $19.91 million (€15.18 million) for alleged price fixing. The price fixing was alleged to have occurred prior to 2006. We will not appeal the fine which was paid in full as of December 31, 2013.
The U.S. Federal Trade Commission, or the FTC, began an investigation in 2011 of our bleach distribution business in North Carolina and Virginia. On April 5, 2013, the FTC informed us that the investigation has been closed and that no further action is warranted at this time.
Customs and International Trade Laws
In April 2012, the U.S. Department of Justice, or the DOJ, issued a civil investigative demand to us in connection with an investigation into our compliance with applicable customs and international trade laws and regulations relating to the importation of saccharin since December 27, 2002. At around the same time, we became aware of an investigation being conducted by U.S. Customs and Border Patrol, or CBP, into our importation of saccharin. On February 26, 2014, a Qui Tam relator who had sued us and two other defendants under seal dismissed its lawsuit. The federal government, through the DOJ, declined to intervene in that lawsuit in November 2013, and as a result, the DOJ’s inquiry related to the Qui Tam lawsuit is now finished. CBP continues its investigation on our importation of saccharin. On July 21, 2014, CBP sent us a “Pre-Penalty Notice” indicating the imposition of a penalty against us in the amount of approximately $84 million. We have responded to CBP that the proposed penalty is not justified and on October 1, 2014, the CBP issued a penalty notice to Univar USA Inc. for $84 million. We have not recorded a liability related to this investigation.
 
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Canadian Assessment
In 2007, the outstanding shares of Univar N.V., the ultimate parent of the Univar group, were acquired by investment funds advised by CVC. To facilitate the acquisition of Univar N.V. by CVC, a Canadian restructuring was completed. In February 2013, the Canada Revenue Agency (“CRA”) issued a Notice of Assessment for withholding tax of $29.4 million (Canadian). The Company filed its Notice of Objection to the Assessment in April 2013 and its Notice of Appeal of the Assessment in July 2013. In November 2013, the CRA’s Reply to the Company’s Notice of Appeal was filed with the Tax Court of Canada. In September 2014, the CRA issued the 2008 and 2009 Notice of Reassessments for federal corporate income tax liabilities of $11.9 million (Canadian) and $11.0 million (Canadian), respectively, and a departure tax liability of $9.0 million (Canadian). The estimated 2008 and 2009 provincial corporate income tax liabilities are $6.0 million (Canadian) and $5.8 million (Canadian), respectively. The Company filed its Notice of Objection to the Reassessments in September 2014. The Reassessments reflects the additional tax liability and interest relating to those tax years should the CRA be successful in its assertion of the General Anti-Avoidance Rule relating to the Canadian restructuring described above. At March 31, 2015, the total tax liability assessed to date and the related provincial tax liability, including interest of $29.5 million (Canadian), is $102.6 million (Canadian). The Company expects the matter to be litigated in Tax Court commencing on June 8, 2015.
In August 2014, the Company remitted a required deposit on the February 2013 Notice of Assessment relating to the Company’s 2007 tax year by issuing a Letter of Credit in the amount of $44.7 million (Canadian). The Letter of Credit amount reflects the proposed assessment of $29.4 million (Canadian) and accrued interest, and will expire in August, 2015. In addition, in February 2015, the CRA notified the Company it will be required to remit a cash deposit of approximately $21.5 million (Canadian) in March 2015, representing one-half of the September 2014 Notice of Assessment tax liability relating to tax years 2008 and 2009, plus interest. On March 17, 2015, the Company filed a Notice of Application with the Canadian Federal Court requesting a judicial review of the CRA’s requirement that the Company remit a cash deposit relating to the 2008 and 2009 assessments. The Company has requested judicial review of this additional deposit requirement at the Federal Court (Canada), whereby it has requested an abeyance of the deposit requirement for the 2008 and 2009 assessments since such amounts are contingent upon a successful outcome of the 2007 assessment.
The Company has not recorded any liabilities for these matters in its financial statements, as it believes it is more likely than not that the Company’s position will be sustained.
 
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 MANAGEMENT
The following table sets forth certain information concerning our executive officers and directors as well as persons who have agreed to serve as members of our board of directors effective at the time of consummation of this offering: The respective age of each individual in the table below is as of March 31, 2015.

Name	  	Age	 	  	Position	
J. Erik Fyrwald	  	 	55	  	  	President and Chief Executive Officer; Director	
William S. Stavropoulos	  	 	75	  	  	Director and Chairman of the Board	
Richard P. Fox	  	 	67	  	  	Director	
Richard A. Jalkut	  	 	70	  	  	Director	
George K. Jaquette	  	 	40	  	  	Director	
Christopher J. Stadler	  	 	50	  	  	Director	
Lars Haegg	  	 	49	  	  	Director	
David H. Wasserman	  	 	48	  	  	Director	
Mark J. Byrne	  	 	58	  	  	Director and Chairman to the Univar Commodities Oversight Board	
Stephen D. Newlin	  	 	61	  	  	Director	
Christopher D. Pappas	  	 	59	  	  	Director	
Carl J. Lukach	  	 	59	  	  	Executive Vice President, Chief Financial Officer	
W. Terry Hill	  	 	54	  	  	Executive Vice President, Industry Relations	
Stephen N. Landsman	  	 	55	  	  	Executive Vice President, General Counsel and Secretary	
Michael Hildebrand	  	 	49	  	  	President of Canada, Chempoint, Agriculture and Environmental Science	
David Jukes	  	 	55	  	  	President of Univar EMEA	
George J. Fuller	  	 	51	  	  	President, BCS	
Christopher Oversby	  	 	55	  	  	President Global Oil, Gas and Mining	
Jeffrey H. Siegel	  	 	57	  	  	Senior Vice President and Chief Accounting Officer	
J. Erik Fyrwald. Mr. Fyrwald joined Univar in May 2012 and has served as our President and Chief Executive Officer and a director. From December 2011 to May 2012, Mr. Fyrwald was President of Ecolab Inc., a cleaning and sanitation products and services provider. From February 2008 to December 2011, Mr. Fyrwald was Chairman, President and Chief Executive Officer of Nalco Holding Company, a supplier of water treatment, oil and gas products and process improvement services, chemicals and equipment programs. From 2003 to 2008, Mr. Fyrwald served as Group Vice President of the Agriculture and Nutrition Division of E.I. du Pont de Nemours and Company, a supplier of basic materials and products and services. Mr. Fyrwald serves on the board of directors for Eli Lilly and Company and Amsted Industries. He holds a chemical engineering degree from the University of Delaware and completed the Advanced Management Program at Harvard Business School.
We believe that Mr. Fyrwald is qualified to serve as a director because of his years of experience in international operations, corporate management, strategic planning and public company governance
William S. Stavropoulos . Mr. Stavropoulos has served as Univar’s non-executive chairman since November 2010 and served as Univar’s Lead Director from May 2012 to December 2012. Since 2006, he has been an Advisory Partner to CD&R. Mr. Stavropoulos is currently Chairman Emeritus of the board of directors of The Dow Chemical Company, a diversified chemical company. From 2000 to 2006, he served as Chairman of Dow; from 2002 to 2004 he was Chairman and Chief Executive Officer; from 1995 to 2000 he was President and Chief Executive Officer; and from 1993 to 1995, he was President and Chief Operating Officer. In a career spanning 39 years at Dow, Mr. Stavropoulos also served in a variety of positions in research, marketing and general management and was a member of the board of directors of Dow from July 1990 to March 2006. He is a director of Teradata Corporation, Maersk Inc. and Tyco International, Inc., and is on the Advisory Board for Metalmark
 
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Capital LLC. He is a trustee to the Fidelity Group of Funds. Mr. Stavropoulos is the President and Founder of the Michigan Baseball Foundation. Mr. Stavropoulos is past Chairman of the American Chemistry Council, Society of Chemical Industry, and American Plastics Council. He earned a B.S. degree from Fordham University and a doctorate in medicinal chemistry from the University of Washington.
We believe that Mr. Stavropoulos is qualified to serve as a director because of his decades of experience in the chemical distribution industry, including his experience as a chief executive officer of an international company.
Richard P. Fox . Mr. Fox has been a director since October 2007. Since 2001, Mr. Fox, who is a former managing partner of Ernst & Young LLP, has served as a consultant and outside board member to companies in varying industries. From 2000 to 2001, he was President and Chief Operating Officer of CyberSafe Corporation, a provider of e-security solutions and services. Prior to joining CyberSafe, Mr. Fox was Chief Financial Officer and a member of the board of directors of Wall Data, Incorporated, a software company. Mr. Fox spent 28 years at Ernst & Young LLP, last serving as Managing Partner of its Seattle office. He serves on the board of directors of Acxiom Corporation, ServiceMaster Global Holdings Inc. and Pinnacle West Capital Corporation. In addition, he serves as a member of the Board of Directors of Scottsdale Lincoln Health Network and Premera Blue Cross and is on the Board of Visitors of the Fuqua School of Business at Duke University. Mr. Fox previously served on the boards of aQuantive Inc., Shurgard Storage Centers Inc., PopCap Games, Flow International and Pendrell Corporation. Mr. Fox received a B.A. degree in Business Administration from Ohio University and an MBA from the Fuqua School of Business at Duke University. He is a Certified Public Accountant.
We believe that Mr. Fox is qualified to serve as a director because of his deep understanding of the operational, financial and accounting considerations of companies gained from his years of experience with Ernst & Young LLP, his extensive board experience with public companies and his service on various audit committees and finance committees.
Richard A. Jalkut . Mr. Jalkut has been a director since November 2009. Since 2002, Mr. Jalkut has been the President and Chief Executive Officer of U.S. TelePacific Corp., a telecommunications company. From 1998 to 2001, Mr. Jalkut was the President and Chief Executive Officer of PathNet, a telecommunications company. From 1991 to 1998, he was the President and Chief Executive Officer of the NYNEX Telephone Companies (now Verizon), a telecommunications company. Mr. Jalkut serves as Chairman of Hawaii telecom. He previously served on the boards of Digex, IKON Office Solutions, Covad Communications, Birch Telecom, Home Wireless Networks and HSRC. Mr. Jalkut holds a B.A. degree from Boston College.
We believe that Mr. Jalkut is qualified to serve as a director because of his 20 years of experience as a chief executive officer and his service on several corporate boards.
George K. Jaquette . Mr. Jaquette has been a director since November 2010. Since 1999, he has been with CD&R, where he is a partner. Mr. Jaquette is principally engaged in sourcing and evaluating investment opportunities and has been involved in a broad range of transactions, including the acquisition and subsequent sale of VWR, Diversey and HGI Holdings. In addition to serving as a director at VWR, Diversey and HGI Holdings, he is currently a director of PharMEDium, Inc. Prior to joining CD&R, he worked in the principal investment area and investment banking division of Goldman, Sachs & Co. He also worked at K Capital Management, a multi-strategy investment firm. Mr. Jaquette earned a B.S. degree from Bucknell University and an MBA from Harvard Business School.
We believe that Mr. Jaquette is qualified to serve as a director because of his significant management experience, including his management experience with CD&R.
Christopher J. Stadler . Mr. Stadler has been a director since October 2007. Since March 2007, he has been Managing Partner of CVC. From 1996 to 2007, Mr. Stadler served as Managing Director and Head of Corporate
 
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Investment North America of Investcorp International, Inc., an investment company. Mr. Stadler currently serves on several private company boards and previously served on the board of Saks Incorporated. He holds a B.A. degree from Drew University and an MBA from Columbia University.
We believe that Mr. Stadler is qualified to serve as a director because of his significant management experience, including his management experience with CVC.
Lars Haegg . Mr. Haegg has been a director since October 2013. Since 2012, Mr. Haegg has served as the Senior Managing Director of Operations at CVC. Prior to joining CVC, Mr. Haegg spent over 14 years in the role of Head of Post Acquisition activities in North America with Investcorp, a leading provider and manager of alternative investment products, serving high-net-worth private and institutional clients. Before Investcorp, Mr. Haegg served retail, media, and technology clients while working at McKinsey and Company, a trusted advisor and counsellor to many of the world’s most influential businesses and institutions. He holds a B.A. degree in Business Administration from The University of Texas at Austin and an MBA from Harvard Business School.
We believe that Mr. Haegg is qualified to serve as a director because of his significant management experience, including his management experience with CVC.
David H. Wasserman . Mr. Wasserman has been a director since November 2010. Since 1998, Mr. Wasserman has been with CD&R, where he is a partner. Before joining CD&R, Mr. Wasserman worked in the principal investment area at Goldman, Sachs & Co., an investment banking and securities firm, and as a management consultant at Monitor Company, a strategy consulting firm. Mr. Wasserman led CD&R’s acquisition of Hertz from Ford Motor Company, the carve-out of Culligan Ltd. from Veolia Environment and the acquisition of ServiceMaster Global Holdings, Inc. He is currently a director at ServiceMaster. He previously served on the boards of Kinko’s, Inc., Covansys Corporation, Culligan, Hertz and ICO Global Communications (Holdings) Limited, currently known as Pendrell Corporation. He is a graduate of Amherst College and holds an MBA from Harvard Business School.
We believe that Mr. Wasserman is qualified to serve as a director because of his significant management experience, including his management experience at CD&R.
Mark Byrne. Mr. Byrne joined Univar in December 2010 and serves as a member of the board of directors of the Company and is a consultant to the Company. He served as the Chairman of Basic Chemicals from February 2014 through January 2015. Mr. Byrne also serves as Chairman of the Univar Commodities Oversight Board, where he manages strategic decisions with respect to bulk commodities. From to February 2013 to January 2014, he was the Executive Chairman of BCS. He was Univar’s Chief Operating Officer from December 2010 to September 2011. Prior to Univar, Mr. Byrne served as the President and Chief Executive Officer of BCS, a company he co-founded in 1995. Under Mr. Byrne’s leadership, BCS grew to become a company with global operations and nearly $900 million in 2009 sales revenue. Prior to BCS, Mr. Byrne began his career in 1980 at AlliedSignal (now Honeywell) where he held roles in several functional areas, culminating as President of AlliedSignal’s Fluorine Products Division. He holds a Bachelor of Science in Economics and Finance and Masters in Business Administration from Fairleigh Dickinson University.
We believe that Mr. Byrne is qualified to serve as a director because of his significant management experience, including his management experience with BCS.
Stephen D. Newlin . Mr. Newlin has served on Univar’s board of directors since December, 2014. Mr. Newlin is Executive Chairman of the Board of Directors of PolyOne Corporation, the world’s premier provider of specialty polymer materials, services and solutions. Mr. Newlin served as chairman, President and CEO of PolyOne from 2006 through 2014, leading its transformation into a leading global specialty company. From 2003 to 2006, Mr. Newlin served as President, Industrial Sector of Ecolab, Inc. He served as President and Director at
 
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Nalco Chemical Company from 1998 to 2001 and was President, Chief Operating Officer and Vice Chairman from 2000 to 2001. Mr. Newlin also served on the board of directors of The Valspar Corporation from 2007 through 2011. His employment with Nalco spanned nearly 24 years. Mr. Newlin earned a bachelor’s degree in civil engineering from the South Dakota School of Mines & Technology. He completed both the Tuck Executive Program at Dartmouth College and the Harvard Business School Advanced Management Program. In addition to his election to Univar Inc.’s Board of Directors in December 2014, Mr. Newlin serves on the boards of directors of Black Hills Corporation and Oshkosh Corporation. He also serves on the board of directors of the National Association of Manufacturers, the board of governors for Firestone Country Club and is a member of the Ohio Business Roundtable.
We believe that Mr. Newlin is qualified to serve as a director because of his significant management experience and his experience in the chemicals industry.
Christopher D. Pappas . Mr. Pappas joined the board of directors in May 2015. Since the sale of Trinseo, a leading global materials company, to Bain Capital Partners in June 2010, Mr. Pappas has served as its President and Chief Executive Officer. From July 2000 to November 2009, Mr. Pappas joined NOVA Chemicals Corporation, a developer and manufacturer of chemicals, plastic resins, and end-products, where he assumed executive roles with increasingly global responsibilities, including President and Chief Executive Officer from May 2009 to November 2009. Mr. Pappas also serves on the board for Trinseo S.A. and FirstEnergy Corporation, a diversified energy company dedicated to safety, reliability, and operational excellence. Previously, he has served on the Board of Directors for Methanex Corp., NOVA Chemicals Corporation, and Allegheny Energy, Inc. Mr. Pappas holds a bachelor’s degree in civil engineering from The Georgia Institute of Technology, and an M.B.A. from The Wharton School of Business at The University of Pennsylvania.
We believe that Mr. Pappas is qualified to serve as a director because of his significant management experience and his experience in the chemicals industry.
Carl J. Lukach. Mr. Lukach joined Univar in December 2014 as our Executive Vice President and Chief Financial Officer. Before joining Univar, Mr. Lukach held a number of senior leadership positions at E.I. DuPont de Nemours & Company, Inc., a company that provides science-based solutions to a wide range of industries, including chemical products and services. He was DuPont’s lead voice on Wall Street for a number of years, communicating company strategy and business performance to institutional investors. He also led DuPont’s sales and commercial operations in East Asia. Prior to that, he held a number of finance and business leadership positions in the automotive, chemical and health care industries. Mr. Lukach has served on the board of directors for Tokyo English Life Line and the board of governors for St. Joseph’s University Business School. He holds a bachelor’s degree in Finance from Lehigh University and earned his master’s degree in Taxation at Widener University. He is a Certified Public Accountant.
W. Terry Hill . Mr. Hill joined Univar in 1985 and has served as Executive Vice President, Industry Relations since September 2010. From May 2007 to September 2010, Mr. Hill served as Senior Vice President and Chief Commercial Officer for Univar and from 2002 to 2007, he served as President of Univar USA. Prior to 2002, he held various sales and management positions including Senior Vice President—Field Operations, Regional Vice President and Sales Manager. Mr. Hill graduated from Texas Tech University with a B.S. degree in Microbiology and a minor in Chemistry. He is a member of the American Chemical Society and a board member of the Chemical Education Foundation and the National Association of Chemical Distributors.
Stephen N. Landsman . Mr. Landsman joined Univar in June 2013 as Executive Vice President, General Counsel and Secretary. Prior to Univar, Mr. Landsman acquired over 30 years of legal experience. Most recently from 2003 to 2013, he served as Vice President General Counsel and Corporate Secretary at Nalco, a supplier of water treatment and oil and gas products. Mr. Landsman was responsible for Nalco’s worldwide legal functions, mergers and acquisitions, compliance, and documentation of the board process. He earned his B.S. degree in Finance and his J.D. from the University of Illinois.
 
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Michael Hildebrand . Mr. Hildebrand joined Univar in 1991. Since October 2014, Mr. Hildebrand has served as our President of Canada, Chempoint, Agricultural and Environmental Science. From January 2013 to October 2014, Mr. Hildebrand was President of Global Agriculture and Environmental Sciences and served, during 2014, as interim head of the Company’s Human Resources department. From December 2010 to January 2013, Mr. Hildebrand served as Vice President of Human Resources, Canada. Mr. Hildebrand held General Manager positions for Alberta from December 2006 to November 2011. Mr. Hildebrand earned his B.S. degree in Business Administration and Education from the University of Calgary.
David Jukes . Mr. Jukes joined Univar in 2002 and has served as President of Univar EMEA since January 2011. From July 2009 to January 2011, Mr. Jukes served as Vice President, Sales and Marketing EMEA and from April 2004 to June 2009 as Regional Director of Univar UK, Ireland, the Nordics and Distrupol. Prior to joining Univar, Mr. Jukes was Senior Vice President of Global Sales, Marketing and Industry Relations for Omnexus, a plastics industry consortium e-commerce platform. Mr. Jukes is a graduate of the London Business School.
George J. Fuller . Mr. Fuller joined Univar in April 2013 and serves as President of Univar Basic Chemical Solutions. With 26 years of chemical distribution and chemical manufacturing industry experience, Mr. Fuller has a proven track record of exceptional performance. From November 2012 to February 2013, Mr. Fuller was Executive Vice President of Hydrite Chemical Co., a leading provider of chemicals and related services in North America and from 2009 to 2012, he served as Vice President of Sales and Procurement. Mr. Fuller held numerous leadership roles at Hydrite, including Vice President, Sales and Procurement as well positions in sales, product management, procurement, and business management. Earlier in his career, George was a top sales director and general manager for Prillaman Chemical Corporation, a Division of Ellis & Everard. George earned his B.S. degree in Business and Marketing from Marshall University.
Christopher Oversby . Mr. Oversby joined Univar in November 2012 as President, Global Oil, Gas & Mining. From May 2008 to October 2012, he served as Vice President & General Manager for the Oil & Mining division at Clariant, an internationally-active, specialty chemical company. He also served as Vice President, Marketing & Technology from January 2002 to May 2008 at Baker Hughes Incorporated, a leading supplier of oilfield services, products, technology, and systems to the worldwide oil and natural gas industry. Mr. Oversby earned his Higher National Certificate in Chemistry from North East London University and his MBA with Merit from Leeds University Business School. He has also completed executive programs at Stanford University and Harvard Business School, and is a Chartered Chemist, Member Royal Society of Chemistry.
Jeffrey H. Siegel. Mr. Siegel joined Univar in 2002 as Vice President, Corporate Controller. Since 2012, he has served as Senior Vice President & Chief Accounting Officer. Mr. Siegel also oversees the Corporate and Univar USA accounts payable and payroll functions and Univar USA’s credit and receivables functions. He has acquired over 32 years of accounting experience in high level leadership roles including with the following companies: Occidental Petroleum Corporation, Occidental Chemical Corporation, subsidiaries of Enron Corporation and Reliant Energy International. Mr. Siegel holds a CPA and is a member of the AICPA and Texas Society of CPA’s. Mr. Siegel earned his MBA and his BBA from The University of Texas at Austin.
Corporate Governance
Board Composition
Our business and affairs are managed under the direction of our Board of Directors. Upon consummation of this offering, the Board will be composed of                 directors.
For the purposes of the NYSE rules, we expect to be a “controlled company.” Controlled companies under those rules are companies of which more than 50% of the voting power for the election of directors is held by an individual, a group or another company. CVC and CD&R as a group will continue to control more than 50% of the combined voting power of our common stock upon completion of this offering and will continue to have the
 
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right to designate a majority of the members of our board of directors for election and the voting power to elect such directors following this offering. Accordingly, we are eligible to and we intend to rely on exemptions from certain corporate governance requirements. Specifically, as a controlled company, we would not be required to have (1) a majority of independent directors, (2) a nominating and corporate governance committee composed entirely of independent directors or (3) a compensation committee composed entirely of independent directors.
Committees of the Board of Directors
The Board of Directors has an Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee. Each of the Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee will operate under a charter that will be approved by our Board of Directors. A copy of each of the charters will be available on our website at www.univar.com.
Audit Committee
The Audit Committee, which following this offering will consist of                 ,                 and                 , has the responsibility for, among other things, assisting the Board of Directors in reviewing: our financial reporting and other internal control processes; our financial statements; the independent auditors’ qualifications and independence; the performance of our internal audit function and independent auditors; and our compliance with legal and regulatory requirements and our code of business conduct and ethics. Our board of directors has determined that                 is an audit committee financial expert as defined under the applicable rules of the SEC and has the requisite financial sophistication as defined under the applicable rules and regulations of                 . Following this offering,                  will be independent under the applicable rules and regulations of the SEC and                 . Within 90 days from the date of effectiveness of the registration statement of which this prospectus forms a part, our board of directors intends to replace                  as a member of our board of directors and our Audit Committee with a person who will meet the applicable audit committee independence standards. Within one year from the date of effectiveness of the registration statement of which this prospectus forms a part, our board of directors intends to replace                  as a member of our Audit Committee with a person who will meet the applicable audit committee independence standards. All members of the Audit Committee will be familiar with finance and accounting practice and principles and will be financially literate.
Compensation Committee
The Compensation Committee, which following this offering will consist of                 ,                 and                 , has the responsibility for reviewing and approving the compensation and benefits of our employees, directors and consultants, administering our employee benefits plans, authorizing and ratifying stock option grants and other incentive arrangements and authorizing employment and related agreements.
Nominating and Corporate Governance Committee
The Nominating and Corporate Governance Committee, which following this offering will consist of                 , and                 , has the responsibility for identifying and recommending candidates to the Board of Directors for election to our Board of Directors, reviewing the composition of the Board of Directors and its committees, developing and recommending to the Board of Directors corporate governance guidelines that are applicable to us, and overseeing Board of Directors evaluations.
Code of Conduct and Guidelines for Ethical Behavior
Our Board of Directors will, prior to the completion of this offering, adopt a Code of Ethics for Senior Executive and Financial Officers that applies to our senior executive and financial officers including our principal executive officer, principal financial officer, principal accounting officer, or persons performing similar functions. A copy of the Code of Ethics for Senior Executive and Financial Officers will be available on our website at www.univar.com upon the closing of this offering. We will promptly disclose any future amendments
 
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to this code on our website as well as any waivers from this code for executive officers and directors. Copies of this code will also be available in print from our General Counsel upon request. We also maintain a Code of Business Conduct and Ethics that governs all of our employees, directors and officers.
Board Appointment Letter Agreement
On January 31, 2013, the Equity Sponsors and Mark Byrne signed a letter agreement providing that the Equity Sponsors would appoint Mr. Byrne to our board of directors on January 1, 2015, provided that (i) Mr. Byrne remains employed by us through December 31, 2014 and (ii) at the time of appointment, Mr. Byrne is eligible, qualified and willing to serve as a director. The obligation of the each Equity Sponsor to so appoint Mr. Byrne will be terminated if such Equity Sponsor owns less than 10% of our common stock at any time between January 31, 2013 and January 1, 2015.
 
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 EXECUTIVE COMPENSATION
Compensation Discussion and Analysis
Overview
This compensation discussion and analysis provides information regarding our compensation philosophies, plans and practices and the governance of those matters. This section also provides information about the material elements of compensation that were paid to or earned by our “named executive officers” for fiscal year 2014, or NEOs, who consist of our principal executive officer, our current and former principal financial officers, our three other most highly compensated executive officers and one other individual who would have met the compensation standard but departed during 2014, as follows:
 
 	•	 	J. Erik Fyrwald, President and Chief Executive Officer	
 
 	•	 	Carl J. Lukach, Executive Vice President and Chief Financial Officer (starting December 8, 2014)	
 
 	•	 	D. Beatty D’Alessandro, Executive Vice President and Chief Financial Officer (until December 8, 2014)	
 
 	•	 	David E. Flitman, Chief Operating Officer and President, USA/Latin America (until December 26, 2014)	
 
 	•	 	Mark J. Byrne, Chairman—Univar Commodities Oversight Board and Basic Chemical Solutions	
 
 	•	 	Christopher Oversby, President—Global Oil & Gas and Mining	
 
 	•	 	David Jukes, President EMEA	
In summary, we seek to provide compensation and benefit programs that support our business strategies and objectives by attracting, retaining and developing individuals with necessary expertise and experience. Our incentive programs are designed to encourage performance and results that will create value for us and our shareholders while avoiding unnecessary risks.
We also track broader trends and philosophies guiding compensation programs and decisions, and we have implemented changes that are responsive to such trends. Among other things, we use incentive plans that are tied to performance metrics such as sales, Compensation Adjusted EBITDA (as defined below), free cash flow, relative performance and average working capital, among others.
Compensation Philosophy and Objectives
The Compensation Committee of our board of directors, or the Committee, and our management have designed compensation programs intended to create a performance culture geared toward retaining customers for life. In particular, the executive compensation programs have the following objectives:
 
 	•	 	To establish compensation plans and programs to reward our executives at the relative compensation level that is at or above the 50th percentile when compared to other companies in our peer group, general industry and revenue range, based on third party executive compensation survey data.	
 
 	•	 	To align our business units around key customer industrial segments and reward our executives, management and employees for driving profitable growth, managing working capital and generating healthy cash flows, all while avoiding unreasonable risks.	
 
 	•	 	To ensure that our senior leaders invest in Univar so they are aligned with our owners and share in their success.	
 
 	•	 	To enable Univar to attract and retain top executive talent.	
 
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Role of the Compensation Committee
The Committee is responsible for reviewing and approving the compensation and benefits of our employees (including our NEOs), directors and certain consultants, authorizing and ratifying stock incentive compensation and other incentive arrangements, and authorizing employment and related agreements.
Elements of Our Executive Compensation Program
During fiscal year 2014, the compensation program for executives, including our NEOs, consisted of salary, short-term incentive compensation, long-term incentive compensation (in certain cases) and certain benefits. Set forth below is a chart outlining each element of our compensation program, the objectives of each component, and the key measures used in determining each component.

Pay Component	 	Objective of Pay Component	 	Key Measure	
			
Base Salary	 	•    Provide competitive pay while managing fixed costs	 	•    Individual performance
 
•    Market targets	
			
Annual Cash Incentives	 	•    Focus on annual operating plan financial objectives	 	•    Corporate and business unit EBITDA-related goals and relative earnings performance
 
•    Corporate and business unit working capital and free cash flow goals
 
•    Business unit contribution margin goals	
			
Equity Awards	 	•    Stock options have been awarded to Executives to align them with shareholders’ focus on value creation
 
•    Restricted shares have been awarded in limited instances to retain key talent
 
•    Certain key Executives have been permitted to purchase shares of our common stock at fair market value to align them with our shareholders’ focus on value
 
•    Create “ownership culture”	 	•    Growth in stock value
 
•    Retention of executives	
			
Benefits	 	•    Benefits provide a safety net of protection in the case of illness, disability, death or retirement
 
•    A car allowance has been provided to match market practice for Executive talent
 
•    Other benefits (e.g. relocation assistance)	 	•    Generally, executives participate in employee benefit plans on the same basis as our nonunion salaried employees and also in certain additional benefit programs specific to our executives (e.g. non-qualified deferred compensation plans)
 
•    The car allowance is valued by executives at minimal cost to Univar	
 
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A description of each component of compensation for the NEOs in 2014 is below, including a summary of the factors considered in determining the applicable amount payable or achievable under each component.
Determination of Executive Officer Compensation
Base Salary
Base salaries are set to attract and retain executive talent. The determination of any particular executive’s base salary is based on personal performance and contribution, experience in the role, market rates of pay for comparable roles and internal equity. Each year, our Chief Executive Officer proposes base salary changes, if any, for all NEOs, excluding himself, based on performance, changes in responsibilities, and other relevant factors, which are prepared by management. His proposal is subject to review and approval, with or without modifications, by the Committee. Changes to Mr. Fyrwald’s salary are initiated and approved by the Committee directly.
Salary increases are discretionary and are normally effective in April. With respect to 2014, as a result of improvements in our Compensation Adjusted EBITDA results for the 2013 year relative to 2012, at its February 2014 meeting, the Committee approved an annual salary increase for Mr. D’Alessandro to $572,000, effective April 1, 2014. In 2014, the Committee also approved an annual salary increase for Mr. Jukes to $400,000. In 2014, Mr. Flitman and Mr. Oversby each received base salary increases to $700,000 and $500,000, respectively, in connection with promotions to their current roles. Mr. Byrne’s salary was decreased to $300,000 based on his change of roles in February, 2014. With respect to 2015, Mr. Byrne has concluded his employment relationship with the Company and will, instead, provide consulting services to the Company for monthly fees of $20,833; Mr. Byrne will continue as a member of the Company’s board of directors.
Annual Cash Incentives
Annual cash incentives are designed to focus the NEOs on achieving planned results against key financial metrics for us as a whole or the individual business units that the NEOs lead. By conditioning a significant portion of our NEO’s total cash compensation on our annual performance, we reinforce our focus on achieving profitable growth, managing working capital and generating cash flows.
All of our NEOs participate in our Management Incentive Plan, or MIP, which provides annual cash incentives based on performance against key financial metrics. The metrics and weights are recommended by management each year to the Committee, who then propose adjustments, in their discretion, and approve the final plan design.
MIP target payouts to our NEOs are defined as a percent of base salary. Annually, these target percentages are reviewed by the Committee and adjusted as appropriate based on external market data, changes in roles and responsibilities, and internal equity. The performance criteria are generally established in a manner that permits the MIP participants to earn incentives below target levels (threshold) and above target with a cap at 200.0% of targeted levels (maximum). Payouts at performance levels between threshold, target and maximum are based on interpolation.
Under the 2014 MIP, our NEOs who participated in a Compensation Adjusted EBITDA portion of the payout curve were entitled to receive 10.0% of their bonus target amounts for achieving 90.0% of goal (threshold), 100.0% of their target amounts for achieving 100.0% of goal (target), and 200.0% of their target amounts for achieving 107.1% or more of goal (maximum). Other NEOs who participated in the average working capital and free cash flow portions of the 2014 MIP payout curve were entitled to receive 5.0% of their bonus target amounts for achieving 89.5% of goal (threshold), 100.0% of their target amounts for achieving 100.0% of goal (target), and 200.0% of their target amounts for achieving 110.5% or more of goal (maximum). Mr. Lukach was not eligible for a 2014 bonus because he commenced employment in December 2014. Mr. Flitman was not eligible for a bonus payout for 2014 based on his resignation from the Company prior to the end of the fiscal year. Mr. D’Alessandro received a prorated amount of his 2014 incentive bonus at target, as well as a separation payment, under the terms of his release agreement entered into in connection with his separation from the Company.
 
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Incentives under the 2014 MIP are based on performance with respect to the following internal metrics used at the corporate level to evaluate our performance:
 
 	•	 	Univar Compensation Adjusted EBITDA —For purposes of calculating payouts under the MIP, Compensation Adjusted EBITDA is calculated by making the following adjustments to Adjusted EBITDA (as further described in “Prospectus Summary—Summary Consolidated Financial and Operating Data”): (1) adjusting for exchange rate effects by bringing the results back to currency neutral and (2) subtracting acquisitions of businesses made during the year. For purposes of the MIP, Compensation Adjusted EBITDA for fiscal year 2014 was $655.3 million.	
 
 	•	 	Univar Average Working Capital —For purposes of calculating payouts under the MIP, average working capital is calculated by dividing a 13 point straight average of month-end working capital (December of the preceding year through December of the covered year) by the last twelve months of external net sales. This number is then also adjusted for exchange rate effects by bringing the results back to currency neutral. For purposes of the MIP, average working capital for fiscal year 2014 was 12.1% of net sales.	
 
 	•	 	Univar Free Cash Flow —For purposes of calculating payouts under the MIP, free cash flow is calculated by adding together net cash provided by operating activities and net cash used by investing activities (both as they appear in our audited consolidated financial statements included elsewhere in this prospectus). For purposes of the MIP, free cash flow for fiscal year 2014 was $20.4 million.	
Erik Fyrwald and Beatty D’Alessandro
For 2014, Messrs. Fyrwald and D’Alessandro had 70.0% of their MIP opportunity based on the Univar Compensation Adjusted EBITDA goal, 20.0% based on the Univar average working capital goal, and 10.0% based on the Univar free cash flow goal, which resulted in a MIP payment to them for 2014 of 52.0% of target, as shown below. However, as noted above, in connection with his separation from the Company, Mr. D’Alessandro was paid a prorated amount of his 2014 incentive bonus at target.

MIP Metric	  	2014 Goal	 	 	% Goal
Achieved	 	 	Weight	 	 	Payout     %
Earned	 	
Univar Compensation Adjusted EBITDA	  	$	700 million	  	 	 	93.6	%	 	 	70.0	%	 	 	38.0	%	
Univar Average Working Capital	  	 	11.7	%	 	 	96.7	%	 	 	20.0	%	 	 	14.0	%	
Univar Free Cash Flow	  	$	107.9 million	  	 	 	18.9	%	 	 	10.0	%	 	 	0	%	
Total	  				 				 				 	 	52.0	%	
Christopher Oversby
For 2014, Mr. Oversby had 30% of his MIP opportunity based on the Univar USA average working capital goal (of which 98.7% was achieved), 20% based on the Univar USA Compensation Adjusted EBITDA goal (of which 90.4% was achieved), and 50% based on the Oil, Gas and Mining (“OGM”) Contribution Margin goal (of which 94.4% was achieved), which, taken together, resulted in a MIP payment to him for 2014 of 54.0% of target. Univar USA Compensation Adjusted EBITDA and Univar USA average working capital are calculated in the same manner as described above for performance at the corporate level, except that only the performance of Univar USA is factored into the calculation. For purposes of the MIP, Univar USA Compensation Adjusted EBITDA and average working capital for fiscal year 2014 were $338.1 million and 8.9%, respectively. OGM contribution margin is a performance target that is specific to Mr. Oversby’s division and we do not consider it to be material to our overall compensation strategies and decisions. For purposes of calculating Mr. Oversby’s payout under the MIP, OGM contribution margin is defined as gross profit on sales to our oil, gas and mining customers less outbound freight and handling expenses and directly allocable warehouse selling and administrative expenses on those sales. Directly allocable warehouse selling and administrative expenses would exclude the impact of indirect overhead such as corporate costs.
 
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Mark Byrne
For 2014, Mr. Byrne had 70% of his MIP opportunity based on the Univar Compensation Adjusted EBITDA goal and 30% based on the Univar average working capital goal, which resulted in a MIP payment for 2014 of 59.0% of target, as shown below.

MIP Metric	  	2014 Goal	 	 	% Goal
Achieved	 	 	Weight	 	 	Payout %
Earned	 	
Univar Compensation Adjusted EBITDA	  	$	700 million	  	 	 	93.6	% 	 	 	70	% 	 	 	38.0	% 	
Univar Average Working Capital	  	 	11.7	% 	 	 	96.7	% 	 	 	30	% 	 	 	21.0	% 	
Total	  				 				 				 	 	59.0	% 	
David Jukes
For 2014, Mr. Jukes had 50% of his MIP opportunity based on the EMEA Compensation Adjusted EBITDA goal, 30% based on the EMEA average working capital goal, and 20% based on the Univar Compensation Adjusted EBITDA goal which resulted in a MIP payment for 2014 of 144.6% of target, as shown below. EMEA Compensation Adjusted EBITDA and EMEA average working capital are calculated in the same manner as described above for performance at the corporate level, except that only the performance of Europe, Middle East and Africa (“EMEA”) is factored into the calculation. For purposes of the MIP, EMEA Compensation Adjusted EBITDA and EMEA average working capital for fiscal year 2014 were $81.6 million and 17.14%, respectively.

MIP Metric	  	2014 Goal	 	 	% Goal
Achieved	 	 	Weight	 	 	Payout %
Earned	 	
EMEA Compensation Adjusted EBITDA	  	$	63.5 million	  	 	 	128.5	% 	 	 	50	% 	 	 	100	% 	
EMEA Average Working Capital	  	 	17.4	% 	 	 	101.3	% 	 	 	30	% 	 	 	33.7	% 	
Univar Compensation Adjusted EBITDA	  	$	700 million	  	 	 	93.6	% 	 	 	20	% 	 	 	10.9	% 	
Total	  				 				 				 	 	144.6	% 	
The 2014 results outlined above resulted in the following MIP payments being made to our NEOs:

Executive	  	Financial
Segment	  	MIP Target
    % of Base
Salary	 	 	Payout     %
Earned	 	 	MIP
Payout	 	 	Payout
Percentage
of Base
Salary	 	
Erik Fyrwald	  	CEO/CFO	  	 	115.0	%	 	 	52.0	%	 	$	598,382	 	 	 	59.8	%	
D. Beatty D’Alessandro (until 12/8/2014)(1)	  	CEO/CFO	  	 	80.0	%	 	 	—  	  	 	 	—  	  	 	 	—  	  	
Mark Byrne	  	Univar Inc.	  	 	100.0	%	 	 	59.0	%	 	$	177,100	 	 	 	59.0	%	
Christopher Oversby	  	OGM	  	 	80.0	%	 	 	54.0	%	 	$	216,000	 	 	 	43.2	%	
David Jukes	  	EMEA	  	 	80.0	% 	 	 	144.6	% 	 	$	462,803	(2) 	 	 	115.7	% 	
 
(1)	Mr. D’Alessandro received a prorated amount of his 2014 incentive bonus at target, as well as a separation payment under the terms of his release agreement.	
(2)	Mr. Jukes’ incentive is paid in GBP and is expressed herein in dollars using a conversion factor of 0.6074. See footnote 4 to the Summary Compensation Table for more information on the methodology used in this conversion.	
 
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For the 2015 MIP, the bonus metrics for our NEOs who are currently employed have been adjusted as described in the table below. Additionally, the Committee approved an increase to Mr. Fyrwald’s MIP target from 115% of his base salary to 125% for 2015. In addition, the Committee is considering a comparative earnings metric which will allow for a 15% adjustment up or down in the incentive pool funding.

Executive	  	Title	  	MIP Target     % of
Base Salary	 	 	MIP Metrics	
J. Erik Fyrwald	  	President/CEO	  	 	125	% 	 	70% Univar Compensation Adjusted. EBITDA
20% Univar Average Working Capital
10% Univar Free Cash Flow	
				
Carl J. Lukach	  	Executive VP—
CFO	  	 	80	% 	 	70% Univar Compensation Adjusted. EBITDA
20% Univar Average Working Capital
10% Univar Free Cash Flow	
				
Christopher Oversby	  	President—Global
Oil & Gas and
Mining	  	 	80	% 	 	55% Univar USA Compensation Adjusted EBITDA
25% Univar USA Average Working Capital
20% Univar Compensation Adjusted. EBITDA	
				
David Jukes	  	President EMEA	  	 	80	% 	 	55% EMEA Compensation Adjusted EBITDA
25% EMEA Average Working Capital
20% Univar Compensation Adjusted. EBITDA	
Long-Term Incentives
Stock Incentive Plan
Our NEOs participate in the Univar Inc. 2011 Stock Incentive Plan, as amended, or the Stock Incentive Plan, which was adopted on March 28, 2011. The Stock Incentive Plan was established to provide a stock ownership opportunity for executives following CD&R’s investment in the Company. The Stock Incentive Plan is intended to align the interests of NEOs and other key employees with our other stockholders to reinforce the NEOs’ and other key employees’ focus on increasing shareholder value. The Stock Incentive Plan replaced the Ulysses Management Equity Plan, as described below, which had been in place before CD&R invested in the Company.
Our Committee believed that the best way to accomplish this goal is to provide an up-front grant of stock options either at hire or at appropriate times during the employee’s tenure (including promotion and acceptance of additional responsibility). The Committee has also granted a limited number of restricted stock awards to key employees in 2014. Typically, each stock option or restricted stock grant has a four year vesting period, subject to acceleration in certain circumstances. Beginning in 2012, certain executives and key employees were offered the opportunity to purchase shares of our common stock for a purchase price equal to the fair market value of a share at the time. Certain of these purchases were accompanied by option grants to the purchaser. This approach is intended to motivate the NEOs to increase the value of the Company, and therefore our share price, over time. The vesting requirement on equity grants is intended as a tool to retain executive talent. The up-front nature of the stock option grants is intended to position our executives for the highest possible equity return (because, if the Company’s equity value increases over time, annual or other periodic grants would have higher strike prices and therefore less intrinsic value to the recipients of the stock options).
While the Committee does not currently make routine annual grants to any of our NEOs or other executives, the Committee may, from time to time, provide an additional award to one of our NEOs to retain and reward key talent or to reflect increased responsibilities. The Committee may also review and approve awards for promotions.
 
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In 2014, Mr. Byrne was granted 500,000 stock options in connection with the amendment of his employment agreement to reflect his new role with the Company, and Mr. Lukach was granted 250,000 stock options in connection with the commencement of his employment. Also in 2014, Mr. Flitman, Mr. Oversby and Mr. Jukes were granted 500,000, 100,000 and 50,000 shares of restricted stock, respectively. Mr. Flitman forfeited all of the shares of restricted stock granted to him as a result of his termination of employment in 2014. See “—Grants of Plan-Based Awards for 2014 Fiscal Year.” Additionally, Mr. Byrne and Mr. D’Alessandro purchased 100,000 and 50,000 shares of Company common stock, respectively, in 2014. The Company repurchased the 100,000 shares that Mr. D’Alessandro purchased in 2014 subsequent to his departure from the Company, consistent with the stock subscription agreement entered into at the time of purchase.
To date, no stock options or restricted shares have been granted to any NEO in 2015. In February, 2015, Mr. Lukach purchased $1,000,000 worth of shares of Company common stock at the fair market value on the date of purchase.
Ulysses Management Equity Plan
Prior to the investment by CD&R in the Company, certain of our executives, key employees and directors purchased common and preferred shares of certain of our affiliates at the time, Ulysses Luxembourg and Ulysses Finance, which are controlled by CVC affiliates. As of December 31, 2014, Mr. Jukes was the only NEO who owned equity interests in Ulysses Luxembourg. These Ulysses equity interests represent an indirect interest in the Company.
Omnibus Equity Incentive Plan
Prior to the completion of this offering, we expect to adopt an omnibus equity incentive plan to enable us to better align our compensation programs with those typical of companies with publicly traded securities. See “—Changes to the Executive Compensation Program in Connection with the Initial Public Offering.”
Employment Agreements with Named Executive Officers
We have entered into employment agreements with each of our NEOs which include severance benefits and the specific terms described under “—Employment Agreements”. We believe that having employment agreements with our executives is beneficial to us because it provides retentive value, subjects the executives to key restrictive covenants, and generally gives us a competitive advantage in the recruiting process over a company that does not offer employment agreements.
Other Benefits
The benefits provided to our NEOs are generally the same as those provided to our other salaried employees and include medical, dental, basic life insurance and accidental death and dismemberment insurance, short and long-term disability insurance, and a tax-qualified 401(k) plan.
In addition to our tax-qualified 401(k) plan, certain of the NEOs are eligible to participate in a non-qualified, unfunded supplemental defined contribution plan, the Univar USA Inc. Supplemental Valued Investment Plan, or SVIP. The purpose of the SVIP is to provide a select group of management or highly compensated employees of Univar USA Inc. and certain affiliated companies with a deferred compensation plan benefit for amounts that exceed the limits imposed under the 401(k) plan. Highly compensated employees become eligible to participate in the SVIP in the second calendar year of their employment.
We do not generally provide personal benefits to our named executive officers, although certain of our NEOs receive a car allowance.
 
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Tax and Accounting Considerations
While the accounting and tax treatment of compensation generally has not been a consideration in determining the amounts of compensation for our executive officers, the Committee and management have taken into account the accounting and tax impact of various program designs to balance the potential cost to us with the value to the executive. As we are not currently publicly traded, the Committee has not previously taken the deductibility limit imposed by Section 162(m) of the Internal Revenue Code into consideration in making compensation decisions. Following this offering, the Committee will review and consider the deductibility of executive compensation under Section 162(m) and, where appropriate, will seek to qualify the variable compensation paid to our named executive officers for an exemption from the deductibility limitations of Section 162(m), including under the applicable transition period. However, the Committee may authorize compensation payments that do not comply with the exemptions in Section 162(m) when we believe that such payments are appropriate to attract and retain executive talent.
The expenses associated with executive compensation issued to our executive officers and other key associates are reflected in our financial statements. We account for stock-based programs in accordance with the requirements of ASC 718, Compensation-Stock Compensation, which requires companies to recognize in the income statement the grant date value of equity-based compensation issued to associates over the vesting period of such awards.
Peer Group Development
In anticipation of this offering, the Committee approved a new peer group based on the recommendation of Semler Brossy, its external compensation consultant, and that will be used after this offering for compensation benchmarking. The peer community is comprised of distribution businesses and chemical/gas businesses, as follows:

Genuine Parts Co.		W. W. Grainger, Inc.		HD Supply Holdings, Inc.	
WESCO International, Inc.		Ashland, Inc.		FMC Corp.	
MRC Global Inc.		Celanese Corp.		PolyOne Corp.	
Watsco Inc.		Airgas, Inc.		W.R. Grace & Co.	
Fastenal Co.		Axiall Corp.		Stepan Co.	
Huntsman Corp.		The Valspar Corp.		Brenntag AG	
The Sherwin-Williams Co.		RPM International, Inc.			
Peer selection was based on the following factors:
 
 	•	 	U.S. versus non-U.S. based;	
 
 	•	 	industry profile;	
 
 	•	 	Comparative Revenue and Profitability (EBITDA);	
 
 	•	 	similar distribution, product offerings and capabilities; and	
 
 	•	 	availability of publicly disclosed information.	
 
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Summary Compensation Table
The following table sets forth the compensation of our NEOs.

Name and Principal Position	 	Fiscal
Year	 	 	Salary
($)	 	 	Stock
Awards(1)
($)	 	 	Option
Awards(2)
($)	 	 	Non-Equity
Incentive Plan
Compensation
($)	 	 	All Other
Compensation
($)	 	 	Total
($)	 	
J. Erik Fyrwald	 	 	2014	  	 	 	1,000,000	  	 	 	—  	  	 	 	—  	  	 	 	598,382	  	 	 	145,451	  	 	 	1,743,833	  	
President and Chief
Executive Officer	 				 				 				 				 				 				 				
								
Carl J. Lukach	 	 	2014	  	 	 	9,615	  	 	 	—  	  	 	 	1,070,000	  	 	 	—  	  	 	 	—  	  	 	 	1,079,615	  	
Executive Vice President and Chief Financial Officer (starting December 8, 2014)	 				 				 				 				 				 				 				
								
D. Beatty D’Alessandro	 	 	2014	  	 	 	592,508	  	 	 	—  	  	 	 	—  	  	 	 	—  	  	 	 	2,017,891	  	 	 	2,610,399	  	
Former Executive Vice President and Chief Financial Officer (until December 8, 2014)	 				 				 				 				 				 				 				
								
David E. Flitman	 	 	2014	  	 	 	686,539	  	 	 	4,670,000	  	 	 	—  	  	 	 	—  	  	 	 	32,308	  	 	 	5,388,846	  	
Former Chief Operating Officer and President, USA/ Latin America (until December 26, 2014)	 				 				 				 				 				 				 				
								
Mark J. Byrne	 	 	2014	  	 	 	415,385	(3) 	 	 	—  	  	 	 	1,615,000	  	 	 	177,100	  	 	 	22,014	  	 	 	2,229,498	  	
Chairman—Univar Commodities Oversight Board and BCS	 				 				 				 				 				 				 				
								
Christopher Oversby	 	 	2014	  	 	 	486,538	  	 	 	934,000	  	 	 	—  	  	 	 	216,000	  	 	 	73,783	  	 	 	1,710,321	  	
President—Global Oil & Gas and Mining	 				 				 				 				 				 				 				
								
David Jukes	 	 	2014	  	 	 	397,191	  	 	 	467,000	  	 	 	—  	  	 	 	462,803	  	 	 	94,355	  	 	 	1,421,349	  	
President—EMEA(4)	 				 				 				 				 				 				 				

(1)	The amount reported is valued based on the aggregate grant date fair value computed in accordance with FASB ASC Topic 718, modified to exclude any forfeiture assumptions related to service-based vesting conditions. See Note 9, “Stock-Based Compensation,” to our audited consolidated financial statements included elsewhere in this prospectus and “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Estimates—Stock-Based Compensation” for a discussion of the relevant assumptions used in calculating these amounts. In connection with his termination of employment, all of Mr. Flitman’s restricted shares were forfeited without any compensation on the date of his termination.	
(2)	The amount reported is valued based on the aggregate grant date fair value computed in accordance with FASB ASC Topic 718, modified to exclude any forfeiture assumptions related to service-based vesting conditions. See Note 9, “Stock-Based Compensation,” to our audited consolidated financial statements included elsewhere in this prospectus and “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Estimates—Stock-Based Compensation” for a discussion of the relevant assumptions used in calculating these amounts.	
(3)	The amount reported includes $75,000 in fees earned or paid in cash for Mr. Byrne’s service as a member of our board of directors.	
 
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(4)	The amounts reported for Mr. Jukes have been converted from GBP using a conversion factor of 0.6074. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Quantitative and Qualitative Disclosures about Market Risk—Foreign Currency Risk.”	
All Other Compensation Table
The following table further describes the “All Other Compensation” column of the above table for our NEOs.

Name and Principal Position	  	Fiscal
Year	 	  	Auto
Allowance
($)	 	  	Contributions
to Retirement
Plans
($)	 	  	Severance
($)	 	  	Total
($)	 	
J. Erik Fyrwald	  	 	2014	 	  	 	17,580	 	  	 	127,871	 	  	 	—  	  	  	 	145,451	 	
President and Chief Executive Officer	  				  				  				  				  				
						
D. Beatty D’Alessandro	  	 	2014	 	  	 	17,580	 	  	 	27,146	 	  	 	1,973,165	 	  	 	2,017,891	 	
Former Executive Vice President and Chief Financial Officer	  				  				  				  				  				
						
David E. Flitman	  	 	2014	 	  	 	—  	  	  	 	32,308	 	  	 	—  	  	  	 	32,308	 	
Former Chief Operating Officer and President, USA/Latin America	  				  				  				  				  				
						
Mark J. Byrne	  	 	2014	 	  	 	—  	  	  	 	22,014	 	  	 	—  	  	  	 	22,014	 	
Chairman—Univar Commodities Oversight Board and BCS	  				  				  				  				  				
						
Christopher Oversby	  	 	2014	 	  	 	17,580	 	  	 	56,203	 	  	 	—  	  	  	 	73,783	 	
President—Global Oil & Gas and Mining	  				  				  				  				  				
						
David Jukes	  	 	2014	 	  	 	14,916	 	  	 	79,438	 	  	 	—  	  	  	 	94,355	 	
President, EMEA(1)	  				  				  				  				  				
 
(1)	Mr. Jukes’ amounts are paid in GBP and are expressed herein in dollars using a conversion factor of 0.6074. See footnote 4 to the Summary Compensation Table for more information on the methodology used in this conversion.	
Grants of Plan-Based Awards for Fiscal Year 2014
The following table provides information concerning awards granted to the NEOs in the 2014 fiscal year.

 	 	 	 	 	Estimated Possible Payouts
Under Non-Equity
Incentive Plan Awards(1)	 	 	All Other
Stock
Awards:
Number of
Shares or
Stock/
Units	 	 	All Other
Option
Awards:
Number of
Securities
Underlying
Options
(#)	 	 	Exercise
or Base
Price of
Option
Awards
($)	 	 	Grant
Date Fair
Value of
Stock and
Option
Awards(2)
($)	 	
Name	 	Grant
Date	 	 	Threshold
$	 	 	Target
$	 	 	Maximum
$	 	 			 			 			 			
J. Erik Fyrwald	 				 				 				 				 				 				 				 				
MIP	 				 	 	97,750	  	 	 	1,150,000	  	 	 	2,300,000	  	 				 				 				 				
Carl J. Lukach	 				 				 				 				 				 				 				 				
MIP	 				 	 	—  	  	 	 	—  	  	 	 	—  	  	 				 				 				 				
Stock Incentive Plan	 	 	12/8/2014	  	 				 				 				 				 	 	250,000	(5) 	 	 	11.89	  	 	 	1,070,000	  	
D. Beatty D’Alessandro	 				 				 				 				 				 				 				 				
MIP	 				 	 	38,896	  	 	 	457,600	  	 	 	915,200	  	 				 				 				 				
David E. Flitman	 				 				 				 				 				 				 				 				
MIP	 				 	 	42,000	  	 	 	700,000	  	 	 	1,400,000	  	 				 				 				 				
Stock Incentive Plan	 	 	2/3/2014	  	 				 				 				 	 	500,000	(3) 	 				 				 	 	4,670,000	  	
Mark J. Byrne	 				 				 				 				 				 				 				 				
MIP	 				 	 	25,500	  	 	 	300,000	  	 	 	600,000	  	 				 				 				 				
Stock Incentive Plan	 	 	2/1/2014	  	 				 				 				 				 	 	500,000	(6) 	 	 	9.34	  	 	 	1,615,000	  	
Christopher Oversby	 				 				 				 				 				 				 				 				
MIP	 				 	 	20,000	  	 	 	400,000	  	 	 	800,000	  	 				 				 				 				
Stock Incentive Plan	 	 	2/3/2014	  	 				 				 				 	 	100,000	(4) 	 				 				 	 	934,000	  	
David Jukes	 				 				 				 				 				 				 				 				
MIP	 				 	 	19,203	  	 	 	320,058	  	 	 	640,116	  	 				 				 				 				
Stock Incentive Plan	 	 	2/3/2014	  	 				 				 				 	 	50,000	(4) 	 				 				 	 	467,000	  	
 
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(1)	A discussion of the Management Incentive Plan for fiscal year 2014, including bonus amounts paid based on actual performance, can be found under “Compensation Discussion and Analysis—Determination of Executive Officer Compensation—Annual Cash Incentives.” Mr. Lukach was not eligible for a 2014 bonus under the MIP. Mr. D’Alessandro received a prorated amount of his 2014 incentive bonus at target under the terms of his release agreement. Mr. Flitman did not receive a 2014 bonus payout due to his resignation prior to the end of the fiscal year. Estimated awards under the MIP for Mr. Jukes have been converted from GBP to dollars using a conversion factor of 0.6074. See footnote 4 to the Summary Compensation Table for more information on the methodology used in this conversion.	
(2)	The amounts related to options reported in this column are valued based on the aggregate grant date fair value computed using the Black-Scholes valuation method, in accordance with FASB ASC Topic 718, modified to exclude the effect of estimated forfeitures. The amounts related to restricted stock reported in this column are valued based on the aggregate grant date fair value, in accordance with FASB ASC Topic 718, modified to exclude the effect of estimated forfeitures. See Note 9, “Stock-Based Compensation,” to our audited consolidated financial statements included elsewhere in this prospectus and “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Estimates—Stock-Based Compensation” for a discussion of the relevant assumptions used in calculating these amounts.	
(3)	The shares of restricted stock vest in four equal installments on each of the first through fourth anniversaries of February 3, 2014. In connection with the termination of his employment, Mr. Flitman forfeited all 500,000 of his shares of restricted stock as of the date of his termination.	
(4)	The shares of restricted stock vest in four equal installments on each of the first through fourth anniversaries of February 3, 2014.	
(5)	The options vest in four equal installments on each of the first through fourth anniversaries of December 8, 2014.	
(6)	The options vested in twelve equal monthly installments, with the first installment having vested on the grant date of February 1, 2014 and each other installment having vested on the 28 th of each month from February through December, 2014.	
Narrative disclosure to summary compensation table and grants of plan-based awards table
Employment Agreements
We have entered into an employment agreement with each of our NEOs. Mr. D’Alessandro also entered into a release agreement in connection with his separation from the Company.
Fyrwald, Lukach, Byrne and Oversby Employment Agreements
The employment agreements with each of Messrs. Fyrwald, Lukach, Byrne and Oversby provide for employment at-will, and may be terminated at any time by either party. Mr. Byrne’s employment agreement provided for a term through December 31, 2014, which was extended to January 31, 2015. Pursuant to their respective agreements, each of Messrs. Fyrwald, Byrne and Oversby is entitled to payment of a base salary and is eligible for payment of an annual cash bonus, with a target amount equal to 115% of base salary for Mr. Fyrwald, 100% of base salary for Mr. Byrne and 80% of base salary for Mr. Oversby. Under their employment agreements, the maximum bonus amount for each of Messrs. Fyrwald, Byrne and Oversby is equal to 200% of the target bonus amount. The annual bonuses are payable in accordance with the terms of the Management Incentive Plan, based on our performance. The amounts paid for 2014 performance are reported in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table. The employment agreements for some of the NEOs also permit a monthly car allowance.
The employment agreements also provide certain severance benefits. Upon a termination of the employment of Mr. Fyrwald or Mr. Oversby by us without “cause” or by him for “good reason” (as each term is defined in the respective employment agreement), the executive is entitled to receive (a) a lump sum payment equal to 1 times
 
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(or two times for Mr. Fyrwald) the sum of (i) his annual base salary plus (ii) his target bonus amount, plus (b) a target bonus amount for the year of his termination, prorated for the period of his service prior to termination, payable in a lump sum at the time bonuses would ordinarily be paid absent a termination of employment. Mr. Oversby is also entitled to a prorated amount of $200,000 (the former energy vertical bonus). If employment is terminated due to the executive’s disability or death, Mr. Fyrwald is entitled to receive a prorated target bonus amount for the year of his termination and Mr. Oversby is entitled to receive a prorated target bonus amount and a prorated amount of the special $200,000 bonus for the year of termination. Upon a termination of the employment of Mr. Lukach by us without “cause” or by him for “good reason” (as each term is defined in his employment agreement), Mr. Lukach is entitled to receive (a) a lump sum payment equal to the sum of (i) his annual base salary plus (ii) his target bonus amount. Were Mr. Byrne’s employment to have been terminated by us without “cause” or by him for “good reason” (as each term is defined in his employment agreement), his employment agreement would have entitled him to receive a lump sum payment equal to his annual base salary, as well as the full amount of any annual bonus as if he were employed for the full calendar year in which his employment was terminated paid when the bonus would otherwise have been paid. Upon his death or disability while an employee, Mr. Byrne’s employment agreement would have entitled him to receive an amount equal to his annual base salary. Any severance payments payable on a termination by us without “cause” or by the executive for “good reason” pursuant to the employment agreements are subject to the executive’s execution and nonrevocation of a release.
Each of Messrs. Fyrwald, Lukach and Oversby is subject to a confidentiality provision, and each of them, during his employment and for the 18-month period following a termination of his employment, is subject to non-compete and nonsolicitation restrictive covenants. Mr. Byrne’s employment agreement includes confidentiality obligations and he is subject to non-compete and nonsolicitation restrictive covenants pursuant to the purchase agreement under which we purchased Basic Chemical Solutions, L.L.C.
Mr. Byrne’s employment agreement expired on January 31, 2015. In connection with his transition to a consulting role with the Company and the expiration of his employment agreement, we entered into a new consulting agreement with Mr. Byrne effective as of February 1, 2015.
“Cause” and “Good Reason” Definitions
“Cause” is defined in the employment agreements generally as (i) willful and continued failure to perform duties, (ii) conviction of a felony or other crime of moral turpitude, (iii) willful and gross misconduct, or (iv) the breach of a non-competition, non-solicitation or confidentiality covenant to which the executive is subject. Notice and cure provisions apply.
“Good Reason” is defined in the employment agreements generally as (i) a material reduction in base salary or annual incentive compensation opportunity, (ii) a material diminution in the executive’s title, duties or responsibilities, (iii) a transfer of the executive’s primary workplace for 35 miles (100 miles for Mr. Oversby or any transfer for Mr. Byrne from his home office) or (iv) the failure of a successor to assume the employment agreement. Notice and cure provisions apply.
Jukes Employment Agreement
Mr. Jukes entered into an employment agreement with Univar Europe Limited. Pursuant to his agreement, Mr. Jukes is entitled to a payment of base salary and is eligible for payment of an annual cash bonus, with a target amount equal to 80% of base salary payable in accordance with the terms of the Management Incentive Plan, based on our performance. Mr. Jukes’ employment agreement also entitles him to a company car and reimbursement for certain expenses related to the car, including a mileage allowance. Mr. Jukes is subject to a confidentiality provision and during his employment and for the 3-month period or 6-month period following a termination of his employment, is subject to noncompetition and nonsolicitation restrictive covenants, respectively. Mr. Jukes’ employment agreement does not provide for any severance payments, other than payments for accrued but unused vacation. However, pursuant to his employment agreement, we are required to
 
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give Mr. Jukes 12 months notice of a termination of his employment, although we have the option to require him to take “garden leave” during all or any portion of this period, in which case he would continue to receive his compensation and benefits for the garden leave period but not perform work for us without our authorization.
Release Agreement
D’Alessandro Release Agreement
Mr. D’Alessandro separated from the Company effective December 8, 2014. Consistent with the terms of his employment agreement, Mr. D’Alessandro and the Company entered into a Release Agreement, pursuant to which he received a lump sum payment equal to the sum of (i) 18 months of his existing base salary, (ii) an amount equal to 1.5 times his target annual bonus and (iii) a prorated target level bonus for 2014, in the total amount of $1,973,164, and he agreed to certain covenants and releases in favor of the Company.
Stock Incentive Plan
The Stock Incentive Plan and an Employee Stock Option Agreement or an Employee Restricted Stock Agreement govern each grant of stock options and restricted stock, respectively, to our NEOs and provide, among other things, the vesting provisions of the options and restricted stock and the option term. Options and restricted stock granted under the plan generally vest in four equal annual installments, subject to the recipient’s continued employment with us. As of December 31, 2014, of the 14,052,963 shares available for issuance under the Stock Incentive Plan, 2,450,508 shares remained available for future equity award grants.
Outstanding Equity Awards at Fiscal Year End 2014

Name	  	Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable	 	 	Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable	 	 	Option
Exercise
Price
($)	 	  	Option
Expiration
Date	 	 	Number of
Shares or
Units of
Stock that
Have Not
Vested (#)	 	 	Market Value
of Shares or
Units that
Have Not
Vested ($)	 	
J. Erik Fyrwald	  	 	700,000	 	 	 	700,000	(1)	 	 	11.62	 	  	 	5/7/2022	 	 	 	—  	  	 	 	—  	  	
	  	 	250,000	 	 	 	250,000	(2)	 	 	10.62	 	  	 	11/30/2022	 	 	 	—  	  	 	 	—  	  	
	  	 	—  	  	 	 	—  	  	 	 	—  	  	  	 	—  	  	 	 	500,000	(2)	 	 	5,230,000	(10)	
Carl J. Lukach	  	 	—  	  	 	 	250,000	(3) 	 	 	11.89	  	  	 	12/7/2024	  	 				 				
David E. Flitman	  	 	300,000	 	 	 	—  	  	 	 	10.62	 	  	 	3/24/2015	(8)	 	 	—  	  	 	 	—  	  	
Mark J. Byrne	  	 	500,000	(4)	 	 	—  	  	 	 	9.34	 	  	 	2/1/2024	 	 	 	—  	  	 	 	—  	  	
Christopher Oversby	  	 	150,000	  	 	 	150,000	(5) 	 	 	10.62	  	  	 	11/30/2022	  	 				 				
	  	 	50,000	  	 	 	50,000	(6) 	 	 	7.20	  	  	 	8/8/2023	  	 				 				
	  				 				 				  				 	 	100,000	(9) 	 	 	1,046,000	(10) 	
David Jukes	  	 	254,219	  	 	 	—  	(7) 	 	 	10.00	  	  	 	3/27/2021	  	 				 				
	  				 				 				  				 	 	50,000	(9) 	 	 	523,000	(10) 	

(1)	The award vests in four equal installments on each of the first through fourth anniversaries of May 7, 2012.	
(2)	The award vests in four equal installments on each of the first through fourth anniversaries of November 30, 2012.	
(3)	The award vests in four equal installments on each of the first through fourth anniversaries of December 8, 2014.	
(4)	The award vested in twelve equal monthly installments, with the first installment having vested on the grant date of February 1, 2014 and each other installment having vested on the 28 th of each month through December 28, 2014.	
(5)	The award vests in four equal installments on each of the first through fourth anniversaries of November 19, 2012.	
(6)	The award vests in two equal installments on each of the first and second anniversary of August 8, 2013.	
 
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(7)	The award vested in four equal installments on each of the first through fourth anniversaries of November 30, 2010.	
(8)	Mr. Flitman’s options expire on the 90 th day after his termination of employment.	
(9)	The award vests in four equal installments on each of the first through fourth anniversaries of February 3, 2014.	
(10)	Fair market value as of December 31, 2014 of $10.46 per share of our common stock was determined by our board of directors, on the basis of a valuation performed by an independent valuation firm.	
Option Exercises and Stock Vested Table
The following table presents information regarding the exercise of stock options by Mr. D’Alessandro and the vesting of a restricted stock award held by Mr. Fyrwald for fiscal year 2014. None of our other named executive officers exercised any of their stock options during fiscal year 2014 and no other restricted stock awards granted to any other NEO vested in 2014.

Name	  	Option Award	 	 	Stock Award	 	
	  	Number of Shares
Acquired on
Exercise
(#)	 	  	Value
Realized on
Exercise
($)	 	 	Number of Shares
Acquired on
Vesting
(#)	 	  	Value
Realized on
Vesting
($)	 	
J. Erik Fyrwald	  	 	—  	  	  	$	—  	  	 	 	250,000	  	  	$	2,972,500	(1) 	
D. Beatty D’Alessandro	  	 	167,808	  	  	 	461,472	(2) 	 	 	—  	  	  	 	—  	  	
 
(1)	Reflects the vesting of a portion of the restricted shares granted to Mr. Fyrwald. The value realized on vesting was calculated based on a per share fair market value of $11.89 on the vesting date of November 30, 2014, as determined by the board of directors based on a valuation of an independent valuation firm.	
(2)	The amount reflected in the table represents the value realized upon Mr. D’Alessandro’s exercise of 167,808 options, measured as the excess of the fair market value of our stock on the day of exercise over the exercise price of the options being exercised. Mr. D’Alessandro exercised these options on a cashless basis, which resulted in 38,812 shares of common stock being issued.	
Nonqualified Deferred Compensation for Fiscal Year 2014
The following table sets forth certain information for our NEOs who participated in the Univar USA Inc. Supplemental Valued Investment Plan.

Name	  	Executive
Contributions
in Last Fiscal
Year(1) ($)	 	  	Company
Contributions
in Last Fiscal
Year(2) ($)	 	  	Aggregate
Earnings
in Last
Fiscal
Year(3)
($)	 	  	Aggregate
Withdrawals/
Distributions
($)	 	  	Aggregate
Balance at
Last Fiscal
Year
End ($)	 	
J. Erik Fyrwald	  	 	170,166	  	  	 	99,701	  	  	 	18,454	  	  	 	—  	  	  	 	531,171	 	
D. Beatty D’Alessandro	  	 	—  	  	  	 	19,392	  	  	 	603	  	  	 	—  	  	  	 	—  	(4) 	
David E. Flitman	  	 	—  	  	  	 	22,615	  	  	 	1,010	  	  	 	—  	  	  	 	44,540	 	
Mark J. Byrne	  	 	—  	  	  	 	9,692	  	  	 	—  	  	  	 	—  	  	  	 	37,172	 	
Christopher Oversby	  	 	121,985	  	  	 	34,771	  	  	 	3,247	  	  	 	—  	  	  	 	125,986	 	

(1)	Amounts in this column include base salary and bonus amounts that were earned in 2014 and are also included in “Salary” and/or “Non-Equity Incentive Plan Compensation” for fiscal year 2014 in the Summary Compensation Table. Executive contributions associated with the 2013 bonus, paid in 2014, are not included in this column because that bonus was accrued in respect of 2013 service. Contributions associated with the 2014 bonus, paid in 2015, are included because that bonus was accrued in respect of 2014 service.	
 
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(2)	Amounts in this column are included in “All Other Compensation” for fiscal year 2014 in the Summary Compensation Table. Company contributions associated with the 2013 bonus, paid in 2014, are not included in this column because that bonus was accrued in respect of 2013 service. Contributions associated with the 2014 bonus, paid in 2015, are included because that bonus was accrued in respect of 2014 service.	
(3)	The aggregate earnings represent the market value change during fiscal year 2014 of the Deferred Compensation Plan. Because the earnings are not preferential or above-market, they are not included in the Summary Compensation Table.	
(4)	Mr. D’Alessandro received a distribution in connection with his separation from the Company.	
Univar’s unfunded, non-qualified deferred compensation plan, the Univar USA Inc. Supplemental Valued Investment Plan, or SVIP, allows our NEOs, other than Mr. Jukes (who is employed outside the U.S.), and other highly compensated employees to defer up to 75% of eligible earnings that cannot be deferred under the 401(k) plan due to IRS covered compensation limits. Mr. Lukach did not participate in the SVIP in 2014 as he was not employed long enough to meet the minimum eligibility requirements under the SVIP. Eligible earnings include salary and wages, including bonuses and participant deferrals under the Plan, but do not include equity awards under the Stock Incentive Plan, relocation expenses, any other deferred compensation, welfare benefits (including severance payments) or other special payments. The SVIP provides an employer match of 100% of participant contributions, up to an aggregate of 4% of eligible compensation contributed by the participant to our 401(k) plan and SVIP combined. The employer matching contribution is immediately 100% vested. Participants are also eligible to receive additional retirement contributions from Univar equal to an aggregate of 4% of eligible compensation. If the participant exceeds the applicable compensation limit, employer retirement contributions on compensation above the limit are made to the SVIP. This additional contribution “cliff vests” upon the participant’s completion of three years of employment with Univar. The additional retirement contributions to both our 401(k) plan and the SVIP are made on behalf of eligible employees regardless of the employee’s contributions.
The amount of earnings that an SVIP participant receives depends on his or her investment elections for deferrals. The account balance of each participant is treated as if invested in an investment index determined by us. Plan accounts are distributed on the first to occur of the participant’s death, permanent disability, or separation from service with us in a single lump sum either (a) in the month of January immediately following the calendar year in which the distribution event occurs, or (b) if the participant has so elected prior to the calendar year in which the distribution event occurs, at a future date specified by the participant not less than five years from the January 31 st immediately following the calendar year in which the distribution event occurs.
Potential Payments Upon Termination or a Change in Control
Severance Payments
The information below describes and quantifies certain compensation that would have become payable to our NEOs under plans and the NEOs’ respective employment agreements in existence at the end of fiscal year 2014 as if the NEOs’ employment had been terminated on December 31, 2014, given the respective NEO’s compensation and service levels as of such date and, where applicable, based on the fair market value of our common stock on that date. These benefits are in addition to benefits available generally to salaried employees, such as distributions under our 401(k) savings plans, disability benefits and accrued vacation benefits.
Due to the number of factors that affect the nature and amount of any benefits provided upon the events discussed below, any actual amounts paid or distributed may be different. Factors that could affect these amounts include the timing during the year of any such event, our stock price and the executive’s age.
Pursuant to their respective employment agreements as then in effect, in the event our NEOs’ employment had been terminated by us without “cause” or by the NEO for “good reason”, and in the event of death or disability with respect to the NEOs other than Mr. Lukach, in each case occurring on December 31, 2014, the last day of fiscal 2014, Messrs. Fyrwald, Lukach, Byrne, and Oversby would have been entitled to the severance payments set forth below. In addition, the employment agreements for Mr. Fyrwald and Mr. Oversby provide for
 
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prorated target bonuses in the year of termination. Since the termination date is assumed to be December 31, 2014, the prorated target bonus is equal to the target bonus for the full year. For a description of the potential payments upon a termination pursuant to the employment agreements with these named executive officers, see “Narrative to Summary Compensation Table and Grants of Plan-Based Awards Table—Employment Agreements.” For a description of the consequences of a termination of employment or a change in control for the stock options and/or restricted stock granted to NEOs under the Stock Incentive Plan, see the disclosure that follows the table. For a description of payments made to Mr. D’Alessandro following the termination of his employment with us, see “Narrative to Summary Compensation Table and Grants of Plan-Based Awards Table—Release Agreement.” Mr. Flitman was not entitled to any payments in connection with the termination of his employment on December 26, 2014. Entitlements of Mr. Jukes during any garden leave period have not been reflected in the table below.

Name	  	Termination due to
Death or Disability ($)	 	 	Termination Without Cause by
the Company or by the NEO
for Good Reason ($)	 	
J. Erik Fyrwald	  	 	1,150,000	(1) 	 	 	5,450,000	(4)	
Carl J. Lukach	  	 	—  	  	 	 	900,000	(5)	
Mark J. Byrne	  	 	300,000	(2) 	 	 	300,000	(6)	
Christopher Oversby	  	 	600,000	(3) 	 	 	1,500,000	(7)	

(1)	Represents a lump sum cash payment equal to the target bonus for the year of termination.	
(2)	Represents a lump sum cash payment equal to his annual base salary.	
(3)	Represents a lump sum cash payment equal to the target bonus for the year of termination (including $200,000 for his former energy vertical bonus).	
(4)	Represents a lump sum cash payment equal to the sum of (a) two times the sum of (i) his annual base salary plus (ii) his target bonus amount, and (b) the target bonus for the year of termination.	
(5)	Represents a lump sum cash payment equal the sum of (i) his annual base salary plus (ii) his target bonus amount.	
(6)	Represents a lump sum cash payment equal to his annual base salary. Mr. Byrne was entitled to receive his actual bonus for 2014 if terminated at any time in 2014.	
(7)	Represents a lump sum cash payment equal to the sum of (a) the sum of (i) his annual base salary plus (ii) his target bonus amount and (b) the target bonus for the year of termination (including $200,000 for his former energy vertical bonus).	
Any severance payments payable pursuant to the employment agreements (other than for Mr. Byrne for a termination due to death or disability) are subject to the NEO’s execution and nonrevocation of a release.
Accelerated Vesting of Equity Awards on Certain Terminations of Employment or a Change in Control
Pursuant to the terms of their Employee Stock Option Agreements, if an NEO’s employment is terminated by us without “cause” or by the NEO for “good reason” (as defined in his employment agreement), then a pro-rated number of unvested options (based on the NEO’s period of service prior to termination) will accelerate and become vested, and any remaining options will be forfeited. Upon a termination due to the executive’s death or disability, all unvested options will vest immediately. Upon a termination of employment by the NEO without good reason, all unvested options will be forfeited. Upon a termination of employment for cause, all options (whether vested or unvested) terminate immediately. Any options that are not vested or do not vest as of the date of termination will be forfeited. Following a termination of employment, vested options remain exercisable for 90 days (180 days if the termination was due to death, disability or retirement) or, if sooner, prior to the options’ normal expiration date.
Pursuant to the terms of their Employee Restricted Stock Agreements, if an NEO’s employment is terminated by us without “cause” or by the NEO for “good reason” (each as defined in his employment agreement) or due to an NEO’s death or disability, then a pro-rated number of unvested shares of restricted stock (based on the executive’s period of service prior to termination) will accelerate and become vested, and any remaining shares will be forfeited. If an NEO’s employment is terminated by us for cause or by him without good reason, all the NEO’s unvested restricted stock will be forfeited.
 
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Under the Stock Incentive Plan, unless provided otherwise in the individual award agreements (as is the case for the restricted stock grants made to our NEOs in 2014 and the stock option grant to Mr. Lukach in 2014, which do not fully accelerate on a change in control), if Univar undergoes a “change in control”, as defined below, (i) stock options will generally accelerate and be canceled in exchange for a cash payment equal to the change in control price per share minus the exercise price of the applicable option, unless the Committee elects to provide for alternative awards in lieu of cancellation and payment, and (ii) shares of restricted stock will vest and become non-forfeitable. Under the Stock Incentive Plan, a “change in control” is generally defined as the first to occur of the following events:
 
 	•	 	the acquisition by any person, entity or “group” (as defined in Section 13(d) of the Securities Exchange Act of 1934, as amended) of 50% or more of the combined voting power of the Company’s then outstanding voting securities, other than any such acquisition by the Company, any of its subsidiaries, any associate benefit plan of the Company or any of its subsidiaries, or by CD&R Univar Holdings, L.P. or Univar N.V., or any affiliates of any of the foregoing, excluding an acquisition immediately following which CD&R Univar Holdings, L.P. owns at least 10% of the outstanding shares of Company stock and no Company stock is then owned by Univar N.V. or its permitted transferees;	
 
 	•	 	Within any 12-month period, the persons who were members of our board of directors at the beginning of such period cease to constitute at least a majority of the board of directors; or	
 
 	•	 	The sale, transfer or other disposition of all or substantially all of our assets to one or more persons or entities that are not, immediately prior to such sale, transfer or other disposition, affiliates of the Company.	
A public offering of our common stock does not constitute a change in control.
As described above, assuming a termination of employment or change in control on December 31, 2014, our NEOs would have received benefits from the accelerated vesting of unvested stock options and restricted stock in the following amounts:

Name	  	Termination Due to Death or
Disability ($)	 	  	Termination Without Cause
or for Good Reason ($)	 	  	Change in Control(1) ($)	 	
J. Erik Fyrwald	  	 	222,096	  	  	 	222,096	  	  	 	5,230,000	 	
Christopher Oversby	  	 	400,141	  	  	 	301,895	  	  	 	1,209,000	 	
David Jukes	  	 	118,571	  	  	 	118,571	  	  	 	523,000	  	
 
(1)	Fair market value as of December 31, 2014 of $10.46 per share of our common stock was determined by our board of directors, on the basis of a valuation performed by an independent valuation firm.	
Treatment of Nonqualified Deferred Compensation on Termination
In the event that an NEO’s employment with us is terminated for any reason, the NEO will receive the balance of his deferred compensation account in accordance with the terms of the SVIP. The balance of each NEO’s deferred compensation account as of the end of fiscal year 2014 is set forth in the table above titled “Nonqualified Deferred Compensation for Fiscal Year 2014.”
Changes to the Executive Compensation Program in Connection with the Initial Public Offering
The following is a summary of the long-term incentive plan that we intend for our board of directors to adopt and our stockholders to approve in connection with this offering. The following description of the material terms and conditions of the plan is qualified by reference to the full text of the plan, which is filed as an exhibit to this registration statement.
 
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2015 Omnibus Equity Incentive Plan
Background . As described above (see “—Compensation Discussion and Analysis—Long-Term Incentives”), we have historically provided our officers and other employees with long-term equity incentives under the Stock Incentive Plan. Prior to the completion of this offering, we intend for our board of directors to adopt and our stockholders to approve the Univar Inc. 2015 Omnibus Equity Incentive Plan (the “Omnibus Equity Plan”) pursuant to which we will make grants of incentive compensation to our directors, officers and other employees after the adoption of the Omnibus Equity Plan. Once the Omnibus Equity Plan is adopted and the registration statement, of which this prospectus forms a part, becomes effective, the Stock Incentive Plan will terminate and we will make no more awards thereunder. However, awards previously granted under the Stock Incentive Plan will be unaffected by the termination of the Stock Incentive Plan. The following are the material terms of the Omnibus Equity Plan.
Administration . Our board of directors has the authority to interpret the terms and conditions of the Omnibus Equity Plan, to determine eligibility for and terms of awards for participants and to make all other determinations necessary or advisable for the administration of the Omnibus Equity Plan. Our board of directors will delegate its authority for the Omnibus Equity Plan to the Compensation Committee (which is referred to below as the “Administrator”). To the extent consistent with applicable law, the Administrator may further delegate the ability to grant awards for non-Executive Officers to our Chief Executive Officer or other officers of the Company. In addition, subcommittees may be established to the extent necessary to comply with Section 162(m) of the Code, or Rule 16b-3 under the Securities Exchange Act of 1934, as amended.
Eligible Award Recipients . Our directors, officers, other of our employees and consultants will be eligible to receive awards under the Omnibus Equity Plan.
Awards . Awards under the Omnibus Equity Plan may be made in the form of stock options, which may be either incentive stock options or non-qualified stock options; stock purchase rights; restricted stock; restricted stock units; performance shares; performance units; stock appreciation rights (“SARs”); dividend equivalents; deferred share units; and other stock-based awards.
Shares Subject to the Omnibus Equity Plan . Subject to adjustment as described below, a total of shares of our common stock will be available for issuance under the Omnibus Equity Plan. This figure represents approximately % of our outstanding common stock on a fully diluted basis immediately after giving effect to this offering. Shares issued under the Omnibus Equity Plan may be authorized but unissued shares or shares reacquired by us. During any period that Section 162(m) of the Code is applicable to us, (1) the maximum number of stock options, SARs or other awards based solely on the increase in the value of common stock that a participant may receive in any year is 1,500,000; (2) a participant may receive a maximum of 2,500,000 performance shares, performance units or performance-based dividend equivalents in any year; and (3) the maximum dollar value of performance units granted to a participant during any year may not exceed U.S. $10,000,000.
Any shares covered by an award, or portion of an award, granted under the Omnibus Equity Plan that terminates, is forfeited, is repurchased, expires or lapses for any reason will again be available for the grant of awards under the Omnibus Equity Plan. Additionally, any shares tendered or withheld to satisfy the grant or exercise price or tax withholding obligations pursuant to any award under the Omnibus Equity Plan will again be available for issuance. The Omnibus Equity Plan will permit us to issue replacement awards to employees of companies acquired by us, but those replacement awards would not count against the share maximum listed above, and any forfeited replacement awards would not be eligible to be available for future grant.
Terms and Conditions of Options and Stock Appreciation Rights . An “incentive stock option” is an option that meets the requirements of Section 422 of the Code, and a “non-qualified stock option” is an option that does not meet those requirements. A SAR is the right of a participant to a payment, in cash, shares of common stock or a combination of cash and shares equal to the amount by which the market value of a share of common stock exceeds the exercise price of the SAR. An option or SAR granted under the Omnibus Equity Plan will be
 
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exercisable only to the extent that it is vested on the date of exercise. No option or SAR may be exercisable more than ten years from the grant date. The Administrator may include in the option agreement the period during which an option may be exercised following termination of employment or service. SARs may be granted to participants in tandem with options or separately. Tandem SARs will generally have substantially similar terms and conditions as the options with which they are granted.
The exercise price per share under each non-qualified option and SAR granted under the Omnibus Equity Plan may not be less than 100% of the fair market value of our common stock on the option grant date. For so long as our common stock is listed on the NYSE, the fair market value of the common stock will be equal to the closing price of our common stock on the exchange on which it is listed on the option grant date. If no sales of common stock were reported on the option grant date, the fair market value will be deemed equal to the closing price on the exchange on which it is listed for the last preceding date on which sales of our common stock were reported. If our common stock is not listed on any stock exchange or traded in the over-the-counter market, fair market value will be as determined in good faith by the Administrator in a manner consistent with Section 409A of the Code. The Omnibus Equity Plan prohibits repricing of options and SARs without shareholder approval.
Terms and Conditions of Restricted Stock and Restricted Stock Units . Restricted stock is an award of common stock on which certain restrictions are imposed over specified periods that subject the shares to a substantial risk of forfeiture. A restricted stock unit is a unit, equivalent in value to a share of common stock, credited by means of a bookkeeping entry in our books to a participant’s account, which is settled in stock or cash upon or after vesting. Subject to the provisions of the Omnibus Equity Plan, our Administrator will determine the terms and conditions of each award of restricted stock or restricted stock units, including the restricted period for all or a portion of the award, and the restrictions applicable to the award. Restricted stock and restricted stock units granted under the Omnibus Equity Plan will vest based on a period of service specified by our Administrator or the occurrence of events specified by our Administrator.
Terms and Conditions of Performance Shares and Performance Units . A performance share is a right to receive a specified number of shares of common stock after the date of grant subject to the achievement of predetermined performance conditions. A performance unit is a unit, equivalent in value to a share of common stock, that represents the right to receive a share of common stock or the equivalent cash value of a share of common stock if predetermined performance conditions are achieved. Vested performance units may be settled in cash, stock or a combination of cash and stock, at the discretion of the Administrator. Performance shares and performance units will vest based on the achievement of pre-determined performance goals established by the Administrator, and such other conditions, restrictions and contingencies as the Administrator may determine. The performance goals under the Omnibus Equity Plan consist of the following: (a) net or operating income (before or after taxes); (b) earnings before taxes, interest, depreciation, and/or amortization (“EBITDA”); (c) EBITDA excluding charges for stock compensation, management fees, restructurings and impairments (“Adjusted EBITDA”); (d) basic or diluted earnings per share or improvement in basic or diluted earnings per share; (e) sales (including, but not limited to, total sales, net sales or revenue growth); (f) net operating profit; (g) financial return measures (including, but not limited to, return on assets, capital, invested capital, equity, sales, or revenue); (h) cash flow measures (including, but not limited to, operating cash flow, free cash flow, cash flow return on equity, and cash flow return on investment); (i) productivity ratios (including but not limited to measuring liquidity, profitability or leverage); (j) share price (including, but not limited to, growth measures and total shareholder return); (k) expense/cost management targets; (l) margins (including, but not limited to, operating margin, net income margin, cash margin, gross, net or operating profit margins, EBITDA margins, Adjusted EBITDA margins); (m) operating efficiency; (n) market share or market penetration; (o) customer targets (including, but not limited to, customer growth or customer satisfaction); (p) working capital targets or improvements; (q) economic value added; (r) balance sheet metrics (including, but not limited to, inventory, inventory turns, receivables turnover, net asset turnover, debt reduction, retained earnings, year-end cash, cash conversion cycle, ratio of debt to equity or to EBITDA); (s) workforce targets (including but not limited to diversity goals, employee engagement or satisfaction, employee retention and workplace health and safety goals); (t) implementation, completion or attainment of measurable objectives with respect to research and
 
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development, key products or key projects, lines of business, acquisitions and divestitures and strategic plan development and/or implementation; and (u) comparisons with various stock market indices, peer companies or industry groups or classifications with regard to one more of these criteria; or, for any period of time in which Section 162(m) is not applicable to the Company and the Omnibus Equity Plan, or at any time in the case of (A) persons who are not “covered employees” under Section 162(m) of the Code or (B) Awards (whether or not to “covered employees”) not intended to qualify as performance-based compensation under Section 162(m) of the Code, such other criteria as may be determined by the Administrator. Performance goals may be established on a Company-wide basis or with respect to one or more business units, divisions, subsidiaries, or products and may be expressed in absolute terms, or relative to (i) current internal targets or budgets, (ii) the past performance of the Company (including the performance of one or more subsidiaries, divisions, or operating units), (iii) the performance of one or more similarly situated companies, (iv) the performance of an index covering a peer group of companies, or (v) other external measures of the selected performance criteria. The Administrator may provide for a threshold level of performance below which no shares or compensation will be granted or paid in respect of performance based awards, and a maximum level of performance above which no additional shares or compensation will be granted or paid in respect of performance-based awards, and it may provide for differing amounts of shares or compensation to be granted or paid in respect of performance-based awards for different levels of performance.
Terms and Conditions of Deferred Share Units . A deferred share unit is a unit credited to a participant’s account in our books that represents the right to receive a share of common stock or the equivalent cash value of a share of common stock upon a predetermined settlement date. Deferred share units may be granted by the Administrator independent of other awards or compensation. Unless the Administrator determines otherwise, deferred share units would be fully vested when granted.
Other Stock-Based Awards . The Administrator may make other equity-based or equity-related awards not otherwise described by the terms of the Omnibus Equity Plan, including formula grants to our non-employee directors under our director compensation program.
Dividend Equivalents . A dividend equivalent is the right to receive payments in cash or in stock, based on dividends with respect to shares of stock. Dividend equivalents may be granted to participants in tandem with another award or as freestanding awards.
Termination of Employment . Except as otherwise determined by the Administrator, in the event a participant’s employment terminates for any reason other than “cause” (as defined in the Omnibus Equity Plan), all unvested awards will be forfeited; although if a participant’s employment is terminated by reason of the participant’s death or disability, any awards that are unvested or unexercisable would vest on a prorata basis. Unless a participant is terminated for “cause,” vested options and SARs will remain exercisable for a specified period following termination of employment: in the case of a participant’s termination by the Company without “cause” or by the participant for “good reason” (as defined in the Omnibus Equity Plan), all options and SARs that are vested and exercisable will remain exercisable until the sixth (6th) month following the date of the participant’s termination of employment; in the case of retirement at normal retirement age, until the second (2nd) year after retirement; in the case of a participant’s death or disability, until the twelfth (12th) month after the termination of employment, or in the case of any other termination until the three (3) month anniversary of the date of termination (but in any case no later than the expiration of the award’s term). In the event of a participant’s termination for “cause”, all unvested or unpaid awards, including all options and SARs, whether vested or unvested, will immediately be forfeited and canceled.
Other Forfeiture Provisions . A participant will be required to forfeit and disgorge any awards granted or vested and all gains earned or accrued due to the exercise of stock options or SARs or the sale of any Company common stock to the extent required by applicable law, including Section 304 of the Sarbanes-Oxley Act of 2002 and Section 10D of the Exchange Act, or pursuant to such policies as to forfeiture and recoupment as may be adopted by the Administrator, our board of directors or the Company and communicated to participants.
 
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Change in Capitalization or Other Corporate Event . The number or amount of shares of stock, other property or cash covered by outstanding awards, the number and type of shares of stock that have been authorized for issuance under the Omnibus Equity Plan, the exercise or purchase price of each outstanding award, and the other terms and conditions of outstanding awards, will be subject to adjustment by the Administrator in the event of any stock dividend, extraordinary dividend, stock split or share combination or any recapitalization, merger, consolidation, exchange of shares, spin-off, liquidation or dissolution of the Company or other similar transaction affecting our common stock. Any such adjustment would not be considered repricing for purposes of the prohibition on repricing described above.
Effect of a Change in Control . Upon a future change in control (as defined in the Omnibus Equity Plan) of the Company, unvested awards, including options and SARs, would remain unvested and continue their normal vesting schedules, unless the participant’s employment were to be terminated without “cause” or for “good reason” within eighteen (18) months after the change in control or three (3) months preceding the change in control, in which case each unvested award would immediately vest, and in the case of options and SARs, become immediately exercisable. Vested options and SARs and other vested awards would be cancelled for the same per share payment made to the shareholders in the change in control (less, in the case of options and SARs, the applicable exercise or base price), unless our board of directors determines that such vested awards will be assumed and/or replaced in a change in control with substitute awards having the same or better terms and conditions. The Administrator has the ability to prescribe different treatment of awards in the award agreements, including to accelerate the vesting or waive the forfeiture restrictions applicable to any awards granted under the Omnibus Equity Plan. The treatment of performance awards in a change in control will be provided in the applicable award agreements.
Compensation of Directors

Name	  	Fees Earned
or Paid in
Cash ($)	 	 	Change in
Pension Value
and Non-
Qualified
Deferred
Compensation
Earnings ($)	 	 	Total ($)	 	
Richard P. Fox	  	$	95,000	 	 	$	129,931	(3) 	 	$	224,931	 	
Lars Haegg	  	 	—  	  	 	 	—  	  	 	 	—  	  	
Claude S. Hornsby	  	 	75,000	(1)	 	 	—  	  	 	 	75,000	 	
Richard A. Jalkut	  	 	75,000	 	 	 	—  	  	 	 	75,000	 	
George K. Jaquette	  	 	—  	  	 	 	—  	  	 	 	—  	  	
Stephen D. Newlin	  	 	6,250	(2)	 	 	—  	  	 	 	6,250	 	
Christopher J. Stadler	  	 	—  	  	 	 	—  	  	 	 	—  	  	
William S. Stavropoulos	  	 	—  	  	 	 	—  	  	 	 	—  	  	
David H. Wasserman	  	 	—  	  	 	 	—  	  	 	 	—  	  	
 
(1)	Mr. Hornsby ceased serving on the board of directors on December 1, 2014, but he was paid for the entire 2014 fiscal year.	
(2)	Mr. Newlin joined the board of directors in December, 2014 and received a prorated amount of the annual 2014 fees.	
(3)	Amount reported represents the actuarial increase of the benefit that Mr. Fox has in his defined benefit pension plan arrangement during the last fiscal year, based on measurement dates of December 31, 2013 and December 31, 2014. This figure was calculated using the following assumptions: (1) mortality of zero prior to retirement age, (2) benefit commencement at age 80, which is the first age Mr. Fox is eligible to receive unreduced benefits and (3) all other data, assumptions, methods and provisions are the same as those described in Note 8 to the “Prospectus Summary—Summary Consolidated Financial and Operating Data”. See the narrative below for more information on Mr. Fox’s pension benefit.	
 
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Each of our independent directors is paid an annual cash fee of $75,000, paid in equal quarterly installments, for his service on our board of directors. Mr. Fox receives an additional quarterly cash payment of $5,000 for his service as Chair of the Audit Committee. In addition, if Mr. Fox lives to age 80, he will become entitled to a monthly benefit of $6,815 commencing on the first of the month after his 80th birthday and continuing until the first of the month prior to his death, pursuant to the Univar USA Inc. Supplemental Retirement Plan. Under certain conditions, Mr. Fox’s spouse may become entitled to this benefit if she survives him. This annuity was provided to Mr. Fox in December, 2007 in connection with his first year of service as a director.
We do not pay any additional remuneration for director service to Mr. Fyrwald or to any of our directors who are principals or employees of CD&R or CVC. Mr. Byrne was paid $75,000 in 2014 for his director service, which compensation is included in his salary in the Summary Compensation Table for our NEOs. All directors are reimbursed for reasonable travel and lodging expenses incurred to attend meetings of our board of directors or a committee thereof.
Prior to the investment by CD&R in the Company, certain members of our board of directors purchased common and preferred shares of certain of our affiliates at the time, Ulysses Luxembourg and Ulysses Finance, which are controlled by CVC affiliates. As of December 31, 2014, Messrs. Fox, Hornsby and Jalkut owned equity interests in Ulysses Luxembourg. See “—Security Ownership of Certain Beneficial Owners and Management.”
We will enter into new indemnification agreements with each of our directors. Under those agreements, we will agree to indemnify each of these individuals against claims arising out of events or occurrences related to that individual’s service as our agent or the agent of any of our subsidiaries to the fullest extent legally permitted.
Changes to the Director Compensation Program in Connection with the Initial Public Offering
We intend that, in connection with the completion of this offering, our board of directors will adopt a director compensation program for our non-employee directors, with the following features, which shall apply upon completion of this offering.
Under this intended program, each of our non-employee directors (including those non-employee directors who did not receive compensation before the public offering) will receive an annual cash retainer of $80,000 and an annual award of restricted stock units with a fair market value equal to $100,000 on the date of grant. This annual grant of restricted stock units will be made on the day of the Company’s annual meeting. In addition, under this intended program, any new non-employee directors who have been retained for purposes of the anticipated public listing of our common stock will receive a one-time award of restricted stock units in the year in which our common stock is publicly listed (or, if later, the year in which the director commences board service), with a fair market value equal to $100,000 on the date of grant. Restricted stock units granted to our non-employee directors will vest in full on the first anniversary of the grant date, and be paid upon vesting, or, at the director’s election, on termination of board service or, if earlier, a change in control. Non-employee directors may also elect to convert all or a portion of their annual cash retainers of $80,000 into deferred stock units to be paid on termination of board service or, if earlier, a change in control. If we pay any dividends on our capital stock (which is not expected) dividend equivalents will be credited on restricted stock units and deferred stock units and will be subject to the same vesting and payment terms as the restricted stock units and deferred stock units to which the dividend equivalents relate. Restricted stock units and deferred stock units for our non-employee directors will be granted under the Omnibus Equity Plan.
Additionally, under this intended program, a non-employee director appointed to serve as the chair of the Audit Committee will receive an additional annual cash retainer of $20,000, and a non-employee director appointed to serve as the chair of the Compensation Committee or the Nominating and Corporate Governance Committee will receive an additional annual cash retainer of $10,000. Our directors will not receive additional fees for membership on a committee or attending any board or committee meetings.
 
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Each of our directors will be entitled to reimbursement from us for reasonable expenses incurred while traveling to and from board and committee meetings as well as travel for other business related to service on our board of directors or its committees, subject to any maximum reimbursement obligations as may be established by the board of directors from time to time.
Compensation Committee Interlocks and Insider Participation
For 2014, our Compensation Committee was comprised of the following three non-employee directors: David H. Wasserman (Chair), Christopher J. Stadler and William S. Stavropoulos. There are no members of the Compensation Committee who serve as an officer or employee of the Company or any of its subsidiaries. In addition, no executive officer of the Company serves as a director or as a member of the compensation committee of a company (i) whose executive officer served as a director or as a member of the Compensation Committee and (ii) which employs a director of the Company.
 
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 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information as of March 31, 2015 with respect to the beneficial ownership of our common stock by:
 
 	•	 	each person known to own beneficially more than 5% of our common stock;	
 
 	•	 	each director;	
 
 	•	 	each person who has agreed to serve as a director effective at the time of consummation of this offering;	
 
 	•	 	each of the named executive officers; and	
 
 	•	 	all directors and executive officers as a group.	
The amounts and percentages of shares beneficially owned are reported on the basis of SEC regulations governing the determination of beneficial ownership of securities. Under SEC rules, a person is deemed to be a “beneficial owner” of a security if that person has or shares voting power or investment power, which includes the power to dispose of or to direct the disposition of such security. A person is also deemed to be a beneficial owner of any securities of which that person has a right to acquire beneficial ownership within 60 days of the determination date, which in the case of the following table is March 31, 2015. Securities that can be so acquired are deemed to be outstanding for purposes of computing such person’s ownership percentage, but not for purposes of computing any other person’s percentage. Under these rules, more than one person may be deemed to be a beneficial owner of the same securities and a person may be deemed to be a beneficial owner of securities as to which such person has no economic interest.
The percentage of beneficial ownership prior to this offering is based on             shares of our common stock outstanding as of March 31, 2015, as adjusted to reflect a             for 1 reverse stock split of our common stock effected on                 , 2015. The percentage of beneficial ownership following this offering is based on             shares of common stock outstanding after the closing of this offering.
 
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Except as otherwise indicated in the footnotes to this table, each of the beneficial owners listed has, to our knowledge, sole voting and investment power with respect to the indicated shares of common stock. Unless otherwise indicated, the address for each individual listed below is c/o Univar Inc., 3075 Highland Parkway, Suite 200 Downers Grove, Illinois 60515.

  	 	 	 	Shares Beneficially Owned After the Offering	
 	 	Shares Beneficially
Owned Prior to the
Offering	 	 	 	Percentage
(Assuming No
Exercise of the
Underwriters’	 	Percentage
(Assuming the
Underwriters’
Option is	
Name and address of beneficial owner	 	Number	 	Percentage	 	Number	 	Option)	 	Exercised in Full)	
CVC Capital Partners Advisory (U.S.), Inc. and related funds(1)	 		 		 		 		 		
CD&R Univar Holdings, L.P. and related funds(2)	 		 		 		 		 		
J. Erik Fyrwald(3)	 		 		 		 		 		
William S. Stavropoulos(3)	 		 		 		 		 		
Richard P. Fox	 		 		 		 		 		
Richard A. Jalkut	 		 		 		 		 		
George K. Jaquette(3)	 		 		 		 		 		
Christopher J. Stadler(3)	 		 		 		 		 		
Lars Haegg(3)	 		 		 		 		 		
David H. Wasserman(3)	 		 		 		 		 		
Mark J. Byrne(3)	 		 		 		 		 		
Stephen D. Newlin(3)	 		 		 		 		 		
Carl J. Lukach(3)	 		 		 		 		 		
D. Beatty D’Alessandro(3)	 		 		 		 		 		
David E. Flitman(3)	 		 		 		 		 		
David Jukes(3)	 		 		 		 		 		
Christopher Oversby(3)	 		 		 		 		 		
All executive officers and directors as a group (18 persons)(3)	 		 		 		 		 		

*	Less than 0.1%	
(1)	CVC European Equity Partners IV (comprising the parallel partnerships CVC European Equity Partners IV (A) L.P. , CVC European Equity Partners IV (B) L.P., CVC European Equity Partners IV (C) L.P., CVC European Equity Partners IV (D) L.P. and CVC European Equity Partners IV (E) L.P.) and CVC European Equity Partners Tandem Fund (comprising the parallel partnerships CVC European Equity Partners Tandem Fund (A) L.P., CVC European Equity Partners Tandem Fund (B) L.P. and CVC European Equity Partners Tandem Fund (C) L.P.) both are investment funds advised and managed by affiliates of CVC Capital Partners, control Univar N.V., via a holding company chain. Univar N.V. holds             shares of Common Stock in the Company. Investment funds affiliated with Parcom own approximately 12.73% of the outstanding equity of Ulysses Luxembourg S.à.r.l. and approximately 20.94% of the outstanding equity of Ulysses Finance S.à.r.l., both of which are indirect parent companies of Univar N.V. In addition, certain current and former members of management own approximately 8.06% of the outstanding equity of Ulysses Luxembourg S.à.r.l. CVC Capital Partners Advisory (U.S.), Inc. and related funds have sole voting and dispositive power over all shares of the Company’s common stock owned by Univar N.V. Parcom and the current and former members of management that own equity of Ulysses Luxembourg S.à.r.l. disclaim beneficial ownership of any shares of the common stock of the Company held by Univar N.V.	
(2)	Represents shares held by the following group of investment funds associated with Clayton, Dubilier & Rice, LLC as follows: (i)             shares of common stock held by CD&R Advisor Univar Co-Investor, L.P.; (ii)             shares of common stock held by CD&R Friends & Family Fund VIII, L.P.; (iii)             shares of common stock held by Clayton, Dubilier & Rice Fund VIII, L.P.; (iv)             shares of common stock held by CD&R Univar Co-Investor, L.P.; (v)             shares of common stock held by CD&R Advisor Univar Co-Investor II, L.P.; (vi)             shares of common stock held by CD&R Univar NEP VIII Co-Investor, LLC;	
 
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 	and (vii)             shares of common stock held by CD&R Univar NEP IX Co-Investor, LLC. CD&R Associates VIII, Ltd., as the general partner of CD&R Advisor Univar Co-Investor, L.P., CD&R Friends & Family Fund VIII, L.P., Clayton, Dubilier & Rice Fund VIII, L.P., CD&R Univar Co-Investor, L.P. and CD&R Advisor Univar Co-Investor II, L.P. and the sole manager of CD&R Univar NEP VIII Co-Investor, LLC and CD&R Univar NEP IX Co-Investor, LLC, CD&R Associates VIII, L.P., as the sole stockholder of CD&R Associates VIII, Ltd., and CD&R Investment Associates VIII, Ltd., as the general partner of CD&R Associates VIII, L.P., may each be deemed to beneficially own the shares of the Company’s common stock held by the CD&R Affiliates. CD&R Investment Associates VIII, Ltd. is managed by a two-person board of directors. Donald J. Gogel and Kevin J. Conway, as directors of CD&R Investment Associates VIII, Ltd., may be deemed to share beneficial ownership of the shares of the Company’s common stock shown as beneficially owned by CD&R Advisor Univar Co-Investor, L.P., CD&R Friends & Family Fund VIII, L.P., Clayton, Dubilier & Rice Fund VIII, L.P., CD&R Univar Co-Investor, L.P., CD&R Univar Co-Investor II, L.P., CD&R Univar NEP VIII Co-Investor, LLC and CD&R Univar NEP IX Co-Investor, LLC., or collectively the CD&R Affiliates. Such persons expressly disclaim such beneficial ownership. Investment and voting decisions with respect to shares held by each of the CD&R Affiliates are made by an investment committee of limited partners of CD&R Associates VIII, L.P., currently consisting of more than ten individuals, or the Investment Committee. All members of the Investment Committee expressly disclaim beneficial ownership of the shares shown as beneficially owned by the CD&R Affiliates. Each of CD&R Associates VIII, Ltd., CD&R Associates VIII, L.P. and CD&R Investment Associates VIII, Ltd. expressly disclaims beneficial ownership of the shares of the Company’s common stock held by the CD&R Affiliates.	
The address for each of the CD&R Affiliates, CD&R Associates VIII, Ltd., CD&R Associates VIII, L.P. and CD&R Investment Associates VIII, Ltd. is c/o Maples Corporate Services Limited, P.O. Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands. The address for Clayton, Dubilier & Rice, LLC is 375 Park Avenue, 18th Floor, New York, NY 10152.
(3)	Includes             shares of our common stock issuable upon the exercise of options or restricted stock granted pursuant to the Plan which are unexercised as of March 31, 2015 but were exercisable within a period of 60 days from such date.	
 
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 CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
Policies and Procedures for Related Party Transactions
Our Board of Directors has adopted a written policy requiring our Audit Committee to review and approve related party transactions. In determining whether to approve or ratify a proposed related party transaction, our Audit Committee will consider all factors it deems relevant and will approve or ratify only those that are in, or are not inconsistent with, the best interests of us and our stockholders.
Related Party Transactions
Set forth below is a summary of certain transactions since January 1, 2012 among us, our directors, our executive officers, beneficial owners of more than 5% of any class of our common stock or our preferred stock outstanding before completion of the offering and some of the entities with which the foregoing persons are affiliated or associated in which the amount involved exceeds or will exceed $120,000.
Certain Indebtedness
As of March 31, 2015 approximately $335.4 million of the Term Loans and $8.4 million of our Senior ABL Facility were held by affiliates of Goldman, Sachs & Co. In addition, affiliates of Goldman, Sachs & Co. are the sole holders of our $600.0 million of outstanding 2017 Subordinated Notes and are holders of $30 million of our 2018 Subordinated Notes. Affiliates of Goldman, Sachs & Co. own approximately 2.6% of our outstanding common stock as of March 31, 2015. The greatest principal amount of Term Loans, our Senior ABL Facility, our 2017 Subordinated Notes and our 2018 Subordinated Notes outstanding at the end of any fiscal quarter since January 1, 2011 were $2,898.3 million, $316.0 million, $600.0 million and $400.0 million, respectively. In the year ended December 31, 2014, we made interest payments totaling $143.4 million, $8.4 million, $63.0 million and $5.3 million on our Term Loans, amounts outstanding under our Senior ABL Facility, the 2017 Subordinated Notes and the 2018 Subordinated Notes, respectively.
Stockholders’ Agreement
We are party to the Third Amended and Restated Stockholders Agreement, or the Stockholders’ Agreement, with investment funds associated with the Equity Sponsors and certain other equity investors. In connection with the consummation of this offering, the Equity Sponsors and we will enter into the Fourth Amended and Restated Stockholders’ Agreement, or the New Stockholders’ Agreement. Under the New Stockholders’ Agreement, each of the Equity Sponsors will be entitled to nominate (i) three sponsor directors and three independent directors for so long as such Equity Sponsor owns at least 50% of the shares of our common stock it held on November 30, 2010, or any shares or other securities into which or for which such shares of common stock may have been converted or exchanged in connection with any exchange, reclassification, dividend, distribution, stock split, combination, subdivision, merger, spin-off, recapitalization, reorganization or similar transaction, or its original shares, (ii) two sponsor directors and one independent director for so long as such Equity Sponsor owns at least 25%, but less than 50%, of its original shares and (iii) one sponsor director for so long as such Equity Sponsor owns at least 5%, but less than 25%, of its original shares. With respect to any vacancy of an Equity Sponsor-nominated director, the applicable Equity Sponsor will have the right to nominate his replacement. The New Stockholders’ Agreement will also contain customary registration rights for the Equity Sponsors’ shares of our common stock and customary information and access rights.
 
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Consulting Agreements, Indemnification Agreements and Services
We are party to certain consulting agreements with the Equity Sponsors, pursuant to which the Equity Sponsors provide us with financial advisory and management consulting services, which we plan to terminate in connection with this offering. Pursuant to the consulting agreements, we pay the Equity Sponsors an aggregate annual fee of $5 million for such services, subject to adjustments from time to time, and we may pay to the Equity Sponsors an aggregate fee equal to a specified percentage of the transaction value of certain types of transactions we complete, in each case, plus expenses. Each consulting agreement expires by its terms in November 2020 unless otherwise terminated earlier as provided therein. We will pay the Equity Sponsors an aggregate fee of approximately $26 million to terminate the consulting agreements in connection with the consummation of this offering.
We have also entered into indemnification agreements with the Equity Sponsors, pursuant to which we indemnify the Equity Sponsors and their respective affiliates, directors, officers, partners, members, employees, agents, representatives and controlling persons, against certain liabilities arising out of performance of the consulting agreement, securities offerings by us and certain other claims and liabilities.
We perform certain administrative and other corporate services for affiliates of CVC. CVC reimburses us for the costs of these services, and will pay us a fee of approximately $0.1 million for services performed in the year ended December 31, 2014. We will continue to perform these services after the consummation of this transaction.
Management Investment in Certain Company Affiliates
Certain of our directors, officers and other senior employees purchased shares in certain of our indirect stockholders that are affiliates of CVC in connection with the investment in our Company of funds affiliated with CVC on October 11, 2007. Neither we nor any of our subsidiaries is a party to those arrangements.
Premera Blue Cross
Richard P. Fox is also on the board of directors of Premera Blue Cross, or Premera. Premera assists us with administering our medical and other health care benefits for our employees. Excluding payments related to the medical and employee benefits, we incurred expenses of $2.2 million, $2.0 million and $1.9 million during the years ended December 31, 2014, 2013 and 2012, respectively, for the administrative services rendered by Premera. We also paid LifeWise, a subsidiary of Premera, $1.1 million, $0.9 million and $0.7 million during the years ended December 31, 2014, 2013, and 2012, respectively, for insurance premiums related to stop loss coverage on these employee benefits.
 
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 DESCRIPTION OF CAPITAL STOCK
General
Upon the closing of this offering, our authorized capital stock will consist of             shares of common stock, par value $0.000000014 per share and             shares of undesignated preferred stock, par value $0.01 per share. Upon the closing of this offering there will be             shares of our common stock issued and outstanding not including             shares of our common stock issuable upon exercise of outstanding stock options.
In connection with this offering, we will amend and restate our certificate of incorporation and by-laws. The following descriptions of our capital stock, Third Amended and Restated Certificate of Incorporation and Second Amended and Restated By-laws are intended as summaries only and are qualified in their entirety by reference to our Third Amended and Restated Certificate of Incorporation and Second Amended and Restated By-laws, which will become effective upon the completion of this offering and which are filed as exhibits to the registration statement, of which this prospectus forms a part,.
Common Stock
Holders of common stock will be entitled:
 
 	•	 	to cast one vote for each share held of record on all matters submitted to a vote of the stockholders;	
 
 	•	 	to receive, on a pro rata basis, dividends and distributions, if any, that the Board of Directors may declare out of legally available funds, subject to preferences that may be applicable to preferred stock, if any, then outstanding; and	
 
 	•	 	upon our liquidation, dissolution or winding up, to share equally and ratably in any assets remaining after the payment of all debt and other liabilities, subject to the prior rights, if any, of holders of any outstanding shares of preferred stock.	
Any dividends declared on the common stock will not be cumulative. Our ability to pay dividends on our common stock is subject to our subsidiaries’ ability to pay dividends to us, which is in turn subject to the restrictions set forth in the Senior Secured Credit Facility. See “Dividend Policy.”
The holders of our common stock will not have any preemptive, cumulative voting, subscription, conversion, redemption or sinking fund rights. The common stock will not be subject to future calls or assessments by us. The rights and privileges of holders of our common stock are subject to any series of preferred stock that we may issue in the future, as described below.
Before the date of this prospectus, there has been no public market for our common stock.
As of March 31, 2015, we had 189,040,997 shares of common stock outstanding and 40 holders of record of our common stock. The number of shares has not yet been adjusted to reflect our anticipated stock split prior to the completion of the offering.
Preferred Stock
Upon completion of this offering, under our Third Amended and Restated Certificate of Incorporation, our Board of Directors will have the authority, without further action by our stockholders, except as described below, to issue up to             shares of preferred stock in one or more series and to fix the voting powers, designations, preferences and the relative participating, optional or other special rights and the qualifications, limitations and restrictions of each series, including dividend rights, conversion rights, voting rights, terms of redemption, liquidation preferences and the number of shares constituting any series. Upon completion of the offering, no shares of our authorized preferred stock will be outstanding. Because the Board of Directors will have the power
 
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to establish the preferences and rights of the shares of any additional series of preferred stock, it may afford holders of any preferred stock preferences, powers and rights, including voting and dividend rights, senior to the rights of holders of the common stock, which could adversely affect the holders of the common stock and could delay, discourage or prevent a takeover of us even if a change of control of our company would be beneficial to the interests of our stockholders.
Anti-Takeover Effects of our Certificate of Incorporation and By-laws
The provisions of our Third Amended and Restated Certificate of Incorporation and Second Amended and Restated By-laws and of the Delaware General Corporation Law summarized below may have an anti-takeover effect and may delay, defer or prevent a tender offer or takeover attempt that you might consider in your best interest, including an attempt that might result in your receipt of a premium over the market price for your shares. These provisions are also designed, in part, to encourage persons seeking to acquire control of us to first negotiate with our board of directors, which could result in an improvement of their terms.
Classified Board of Directors. Upon completion of this offering, in accordance with the terms of our Third Amended and Restated Certificate of Incorporation and Second Amended and Restated By-laws, our Board of Directors will be divided into three classes, as nearly equal in number as possible, with members of each class serving staggered three-year terms. Our Third Amended and Restated Certificate of Incorporation will provide that the authorized number of directors may be changed only by resolution of the Board of Directors. Any additional directorships resulting from an increase in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of the directors. Our Third Amended and Restated Certificate of Incorporation will also provide that any vacancy on our Board of Directors, including a vacancy resulting from an enlargement of our Board of Directors, may be filled only by vote of a majority of our directors then in office. Our classified Board of Directors could have the effect of delaying or discouraging an acquisition of us or a change in our management.
Special Meetings of Stockholders. Our Third Amended and Restated Certificate of Incorporation will provide that a special meeting of stockholders may be called only by or at the direction of our Board of Directors pursuant to a resolution adopted by a majority of our Board of Directors. Special meetings may also be called by our corporate Secretary at the request of the holders of not less than 50% of the outstanding shares of our common stock so long as the Equity Sponsors collectively own more than 50% of the outstanding shares of our common stock. Thereafter, stockholders will not be permitted to call a special meeting.
No Stockholder Action by Written Consent. Our Third Amended and Restated Certificate of Incorporation will provide that stockholder action may be taken only at an annual meeting or special meeting of stockholders and may not be taken by written consent in lieu of a meeting, unless the Equity Sponsors collectively own more than 50% of the outstanding shares of our common stock.
Removal of Directors. Our Third Amended and Restated Certificate of Incorporation and Second Amended and Restated By-laws will provide that directors may be removed with or without cause at any time upon the affirmative vote of holders of at least a majority of the votes to which all the stockholders would be entitled to cast until the Equity Sponsors no longer collectively own more than 25% of the outstanding shares of our common stock. After such time, directors may only be removed from office only for cause and only upon the affirmative vote of holders of at least 75% of the votes which all the stockholders would be entitled to cast.
Stockholder Advance Notice Procedure. Our Second Amended and Restated By-laws will establish an advance notice procedure for stockholders to make nominations of candidates for election as directors or to bring other business before an annual meeting of our stockholders. The Second Amended and Restated By-laws will provide that any stockholder wishing to nominate persons for election as directors at, or bring other business before, an annual meeting must deliver to our Secretary a written notice of the stockholder’s intention to do so. These provisions may have the effect of precluding the conduct of certain business at a meeting if the proper
 
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procedures are not followed. We expect that these provisions may also discourage or deter a potential acquirer from conducting a solicitation of proxies to elect the acquirer’s own slate of directors or otherwise attempting to obtain control of our company. To be timely, the stockholder’s notice must be delivered to our corporate Secretary at our principal executive offices not fewer than 90 days nor more than 120 days before the first anniversary date of the annual meeting for the preceding year; provided, however, that in the event that the annual meeting is set for a date that is more than 30 days before or more than 70 days after the first anniversary date of the preceding year’s annual meeting, a stockholder’s notice must be delivered to our Secretary (x) not earlier than 90 days nor more than 120 prior to the meeting or (y) no later than the 10th day following the day on which a public announcement of the date of the such meeting is first made by us.
Amendments to Certificate of Incorporation and By-laws. The DGCL generally provides that the affirmative vote of a majority of the outstanding stock entitled to vote on any matter is required to amend a corporation’s certificate of incorporation or by-laws, unless either a corporation’s certificate of incorporation or by-laws require a greater percentage. Our Third Amended and Restated Certificate of Incorporation will provide that, upon the Equity Sponsors ceasing to own collectively more than 50% of the outstanding shares of our common stock, specified provisions of our Third Amended and Restated Certificate of Incorporation may not be amended, altered or repealed unless the amendment is approved by the affirmative vote of the holders of at least 75% of the outstanding shares of our common stock then entitled to vote at any annual or special meeting of stockholders, including the provisions governing the liability and indemnification of directors, corporate opportunities, the elimination of stockholder action by written consent and the prohibition on the rights of stockholders to call a special meeting.
In addition, our Third Amended and Restated Certificate of Incorporation and Second Amended and Restated By-laws will provide that our Second Amended and Restated By-laws may be amended, altered or repealed, or new by-laws may be adopted, by the affirmative vote of a majority of the Board of Directors, or by the affirmative vote of the holders of (x) as long as the Equity Sponsors collectively own more than 50% of the outstanding shares of our common stock, at least a majority, and (y) thereafter, at least 75%, of the outstanding shares of our common stock then entitled to vote at any annual or special meeting of stockholders.
These provisions make it more difficult for any person to remove or amend any provisions in our Third Amended and Restated Certificate of Incorporation and Second Amended and Restated By-laws that may have an anti-takeover effect.
Section 203 of the Delaware General Corporation Law. In our Third Amended and Restated Certificate of Incorporation, we will elect not to be governed by Section 203 of the DGCL, as permitted under and pursuant to subsection (b)(3) of Section 203. Section 203, with specified exceptions, prohibits a Delaware corporation from engaging in any “business combination” with any “interested stockholder” for a period of three years following the time that the stockholder became an interested stockholder unless:
 
 	•	 	prior to such time, the board of directors of the corporation approved either the business combination or the transaction which resulted in the stockholder becoming an interested stockholder;	
 
 	•	 	upon consummation of the transaction which resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced, excluding for purposes of determining the voting stock outstanding, but not the outstanding voting stock owned by the interested stockholder, those shares owned (i) by persons who are directors and also officers and (ii) employee stock plans in which employee participants do not have the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer; or	
 
 	•	 	at or subsequent to such time, the business combination is approved by the board of directors and authorized at an annual or special meeting of stockholders, and not by written consent, by the affirmative vote of at least 66  2 ⁄ 3 % of the outstanding voting stock that is not owned by the interested stockholder.	
 
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Section 203 of the DGCL defines “business combination” to include the following:
 
 	•	 	any merger or consolidation of the corporation with the interested stockholder;	
 
 	•	 	any sale, lease, exchange, mortgage, transfer, pledge or other disposition of 10% or more of the assets of the corporation involving the interested stockholder;	
 
 	•	 	subject to specified exceptions, any transaction that results in the issuance or transfer by the corporation of any stock of the corporation to the interested stockholder;	
 
 	•	 	any transaction involving the corporation that has the effect of increasing the proportionate share of the stock of any class or series of the corporation beneficially owned by the interested stockholder; or	
 
 	•	 	any receipt by the interested stockholder of the benefit of any loans, advances, guarantees, pledges or other financial benefits provided by or through the corporation.	
An “interested stockholder” is any entity or person who, together with affiliates and associates, owns, or within the previous three years owned, 15% or more of the outstanding voting stock of the corporation.
Limitations on Liability and Indemnification
Our Third Amended and Restated Certificate of Incorporation will contain provisions permitted under the DGCL relating to the liability of directors. These provisions will eliminate a director’s personal liability to the fullest extent permitted by the DGCL for monetary damages resulting from a breach of fiduciary duty, except in circumstances involving:
 
 	•	 	any breach of the director’s duty of loyalty;	
 
 	•	 	acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of the law;	
 
 	•	 	under Section 174 of the DGCL (unlawful dividends); or	
 
 	•	 	any transaction from which the director derives an improper personal benefit.	
The principal effect of the limitation on liability provision is that a stockholder will be unable to prosecute an action for monetary damages against a director unless the stockholder can demonstrate a basis for liability for which indemnification is not available under the DGCL. These provisions, however, should not limit or eliminate our rights or any stockholder’s rights to seek non-monetary relief, such as an injunction or rescission, in the event of a breach of a director’s fiduciary duty. These provisions will not alter a director’s liability under federal securities laws. The inclusion of this provision in our Third Amended and Restated Certificate of Incorporation may discourage or deter stockholders or management from bringing a lawsuit against directors for a breach of their fiduciary duties, even though such an action, if successful, might otherwise have benefited us and our stockholders.
Our Second Amended and Restated By-laws will require us to indemnify and advance expenses to our directors and officers to the fullest extent permitted by the DGCL and other applicable law, except in certain cases of a proceeding instituted by the director or officer without the approval of our Board. Our Second Amended and Restated By-laws will provide that we are required to indemnify our directors and officers, to the fullest extent permitted by law, for all judgments, fines, settlements, legal fees and other expenses incurred in connection with pending or threatened legal proceedings because of the director’s or officer’s positions with us or another entity that the director or officer serves at our request, subject to various conditions, and to advance funds to our directors and officers to enable them to defend against such proceedings.
Prior to the completion of this offering, we will enter into an indemnification agreement with each of our directors and executive officers. The indemnification agreements will provide our directors and executive
 
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officers with contractual rights to the indemnification and expense advancement rights provided under our Second Amended and Restated By-laws, as well as contractual rights to additional indemnification as provided in the indemnification agreement.
Corporate Opportunities
Our Third Amended and Restated Certificate of Incorporation will provide that we, on our behalf and on behalf of our subsidiaries, renounce and waive any interest or expectancy in, or in being offered an opportunity to participate in, corporate opportunities, that are from time to time presented to CVC, CD&R, or their respective officers, directors, agents, stockholders, members, partners, affiliates or subsidiaries, even if the opportunity is one that we or our subsidiaries might reasonably be deemed to have pursued or had the ability or desire to pursue if granted the opportunity to do so. None of CVC, CD&R or their respective agents, stockholders, members, partners, affiliates or subsidiaries will generally be liable to us or any of our subsidiaries for breach of any fiduciary or other duty, as a director or otherwise, by reason of the fact that such person pursues, acquires or participates in such corporate opportunity, directs such corporate opportunity to another person or fails to present such corporate opportunity, or information regarding such corporate opportunity, to us or our subsidiaries unless, in the case of any such person who is a director or officer of Univar, such corporate opportunity is expressly offered to such director or officer in writing solely in his or her capacity as a director or officer of Univar. Stockholders will be deemed to have notice of and consented to this provision of our Third Amended and Restated Certificate of Incorporation.
Choice of Forum
Our Third Amended and Restated Certificate of Incorporation will provide that the Court of Chancery of the State of Delaware will be the exclusive forum for (i) any derivative action or proceeding brought on our behalf, (ii) any action asserting a claim of breach of a fiduciary duty owed to us or our stockholders by our directors, officers, employees or agents, (iii) any action asserting a claim against us arising under the Delaware General Corporation Law, the Third Amended and Restated Certificate of Incorporation and the Second Amended and Restated By-laws or (iv) any action asserting a claim against us that is governed by the internal affairs doctrine. It is possible that a court could rule that this provision is not applicable or is unenforceable. We may consent in writing to alternative forums. Stockholders will be deemed to have notice of and consented to this provision of our amended and restated certificate of incorporation.
Market Listing
We have applied to list our shares of common stock on the NYSE under the symbol “UNVR”.
Transfer Agent and Registrar
Upon the completion of this offering, the transfer agent and registrar for our common stock will be Wells Fargo Shareowner Services.
 
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 SHARES OF COMMON STOCK ELIGIBLE FOR FUTURE SALE
Immediately prior to this offering, there was no public market for our common stock. Some shares of our common stock will not be available for sale for a certain period of time after this offering because they are subject to contractual and legal restrictions on resale, some of which are described below. Sales of substantial amounts of common stock in the public market after these restrictions lapse, or the perception that these sales could occur, could adversely affect the prevailing market price and our ability to raise equity capital in the future. As of March 31, 2015, there were 40 holders of record of our common stock.
Sales of Restricted Securities
After this offering,             shares of our common stock will be outstanding. Of these shares, all of the shares sold in this offering will be freely tradable without restriction under the Securities Act, unless purchased by our “affiliates,” as that term is defined in Rule 144 under the Securities Act. The remaining shares of our common stock that will be outstanding after this offering are “restricted securities” within the meaning of Rule 144 under the Securities Act. Restricted securities may be sold in the public market only if they are registered under the Securities Act or are sold pursuant to an exemption from registration, including Rule 144 of the Securities Act.
Rule 144
In general, under Rule 144, beginning 90 days after the date of this prospectus, a person who is not our affiliate and has not been our affiliate at any time during the preceding three months will be entitled to sell any shares of our common stock that such person has beneficially owned for at least six months, including the holding period of any prior owner other than one of our affiliates, without regard to volume limitations. Sales of our common stock by any such person would be subject to the availability of current public information about us if the shares to be sold were beneficially owned by such person for less than one year.
In addition, under Rule 144, a person may sell shares of our common stock immediately upon the closing of this offering, without regard to volume limitations or the availability of public information about us, if:
 
 	•	 	the person is not our affiliate and has not been our affiliate at any time during the preceding three months; and	
 
 	•	 	the person has beneficially owned the shares to be sold for at least one year, including the holding period of any prior owner other than one of our affiliates.	
Beginning 90 days after the date of this prospectus, and subject to the lock up agreements described below, our affiliates who have beneficially owned shares of our common stock for at least six months, including the holding period of any prior owner other than one of our affiliates, would be entitled to sell within any three-month period a number of shares that does not exceed the greater of:
 
 	•	 	1% of the number of shares of our common stock then outstanding, which will equal approximately             shares immediately after this offering; and	
 
 	•	 	the average weekly trading volume in our common stock on the NYSE during the four calendar weeks preceding the date of filing of a Notice of Proposed Sale of Securities Pursuant to Rule 144 with respect to the sale.	
Sales under Rule 144 are also subject to manner of sale provisions and notice requirements.
Rule 701
Any of our employees, officers or directors who acquired shares under a written compensatory plan or contract may be entitled to sell them in reliance on Rule 701. Rule 701 permits affiliates to sell their Rule 701
 
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shares under Rule 144 without complying with the holding period requirements of Rule 144. Rule 701 further provides that non-affiliates may sell these shares in reliance on Rule 144 without complying with the holding period, public information, volume limitation or notice provisions of Rule 144. All holders of Rule 701 shares are required to wait until 90 days after the date of this prospectus before selling those shares. However, all shares issued under Rule 701 are subject to lock-up agreements and will only become eligible for sale when the 180-day lock-up agreements expire.
Lock-up Agreements
Our directors, executive officers and stockholders holding more than     % of our common stock prior to this offering will sign lock-up agreements under which they have agreed not to sell, transfer or dispose of, directly or indirectly, any shares of our common stock or any securities convertible into or exercisable or exchangeable for shares of our common stock without the prior written consent of Deutsche Bank Securities Inc., Goldman, Sachs & Co. and Merrill Lynch, Pierce, Fenner & Smith Incorporated for a period of 180 days, subject to certain exceptions, after the date of this prospectus. The foregoing restrictions will not restrict certain specified transfers, including (i) to the underwriters pursuant to the underwriting agreement, (ii) pursuant to a bona fide third party tender offer, merger, consolidation or other similar transaction made to all holders of our common stock involving a change of control, provided that in the event that the tender offer, merger, consolidation or other such transaction is abandoned, the shares shall remain subject to the transfer restrictions, (iii) as a bona fide gift or gifts, (iv) to any trust for the direct or indirect benefit of the undersigned or the immediate family of the undersigned (“immediate family” means any relationship by blood, marriage or adoption, not more remote than first cousin), (v) as a distribution to partners, members or stockholders of the parties to the lock-up agreements, (vi) to the party to the lock-up agreement’s subsidiaries, affiliates or to any investment fund or other entity controlled or managed by, or under common control or management with, such party, (vii) to us to satisfy tax withholding obligations in connection with the exercise of options to purchase shares of our common stock or (viii) certain transfers in connection with bona fide gifts to charitable organizations. These agreements are described below under “Underwriting (Conflict of Interest).”
Equity Incentive Plans
Prior to completion of this offering, we had one employee share-based incentive plan, the Univar Inc. 2011 Stock Incentive Plan. We expect to adopt one or more new plans, prior to the completion of this offering, to enable us to better align our compensation programs with those typical of companies with publicly traded securities.
As of March 31, 2015 we had outstanding 10,544,215 options to purchase shares of common stock, of which 5,861,936 options to purchase shares of common stock were vested. Following this offering, we intend to file one or more registration statements on Form S-8 under the Securities Act to register all of the shares of common stock issuable upon exercise of outstanding options as well as all shares of our common stock reserved for future issuance under our equity plans. See “Executive Compensation—Long Term Incentives” for additional information regarding these plans. Shares of our common stock issued under the S-8 registration statement will be available for sale in the public market, subject to the Rule 144 provisions applicable to affiliates, and subject to any vesting restrictions and lock-up agreements applicable to these shares.
 
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 DESCRIPTION OF CERTAIN INDEBTEDNESS
Senior Secured Credit Facilities
Senior Term Facility
On February 22, 2013, the issuer, as borrower, Bank of America, N.A. as administrative agent, Bank of America, N.A, Deutsche Bank Securities Inc., Goldman Sachs Lending Partners LLC, HSBC Securities (USA) Inc., J.P. Morgan Securities LLC, Morgan Stanley Senior Funding, Inc. and Wells Fargo Securities, LLC, as joint lead arrangers and joint bookrunners and the lenders party thereto from time to time, entered into a Fourth Amended and Restated Credit Agreement, or the Senior Term Facility, pursuant to which the lenders made to the borrower (i) an aggregate principal amount of $2,789.0 million of Term Loan B, and (ii) a Euro Tranche Loan in the principal amount of €130 million (together with the Term Loan B, the Term Loans).
Obligations under the Senior Term Facility are guaranteed by certain of our U.S. subsidiaries and secured by (i) a first priority lien on substantially all of our assets, as well as the assets of certain of our U.S. subsidiaries, other than inventory and accounts receivable and related collateral, or the Current Assets, and (ii) a second priority lien on the Current Assets, in each case subject to various limitations and exceptions. The Senior Term Facility provides for an uncommitted incremental term loan facility of up to an additional amount such that, on a pro forma basis and after giving effect to the incurrence of incremental term loans, the consolidated senior secured leverage ratio will be less than or equal to 3.5 to 1.0, that will be available subject to the satisfaction of certain conditions.
The Senior Term Facility does not contain financial covenants. The Senior Term Facility contains limitations on our ability to, among other things, incur indebtedness and liens, make distributions, investments, acquisitions and dividends, sell assets, prepay or amend the terms of certain indebtedness, engage in mergers, consolidations, liquidations and certain transactions with affiliates and change our lines of business. The Senior Term Facility requires us to prepay the loans thereunder with a portion of our excess cash flow, the proceeds of certain indebtedness and, subject to certain re-investment rights, the proceeds of certain asset sales. The Senior Term Facility also contains customary events of default including for failure to make payments under the Term Loans, breaches of covenants (subject to a 30 day grace period after notice in the case of certain covenants), cross-default to other material indebtedness, material unstayed judgments, certain ERISA, bankruptcy and insolvency events, failure of guarantees or security and change of control.
The interest rate for the Term Loan is based on a LIBOR rate or prime rate plus (i) in the case of any Term Loan B at a LIBOR rate, 3.50% (ii) in the case of any Term Loan B at the prime rate, 2.50% and (iii) in the case of any Euro Tranche Loan, 3.75%. The Term Loans will mature on June 30, 2017.
Senior ABL Facility
On March 25, 2013, the issuer, as U.S. parent borrower, the U.S. subsidiary borrowers party thereto, and collectively with the issuer, the U.S. ABL Borrowers, Univar Canada, Ltd., as Canadian borrower, or the Canadian Borrower and, together with the U.S. ABL Borrowers, the ABL Borrowers, Bank of America, N.A. as U.S. administrative agent, U.S. swingline lender and collateral agent, Bank of America, N.A. (acting through its Canadian branch) as Canadian administrative agent, Canadian swingline lender and Canadian letter of credit issuer, the lenders from time to time party thereto, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Wells Fargo Capital Finance LLC as joint lead arrangers, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Wells Fargo Capital Finance LLC, Deutsche Bank Securities Inc. and J.P. Morgan Securities LLC as joint bookrunners, Wells Fargo Capital Finance, LLC, J.P. Morgan Securities LLC and Deutsche Bank Securities, Inc. as co-syndication agents, and HSBC Bank USA, N.A., Union Bank, N.A., Morgan Stanley Senior Funding, Inc. and SunTrust Bank, as co-documentation agents, entered into a Second Amended and Restated ABL Credit Agreement, or the Senior ABL Facility.
 
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The Senior ABL Facility is comprised of a revolving credit facility, or the ABL Revolving Facility, for up to $1,300 million and a term loan facility, or the ABL Term Facility, for $100 million. The ABL Revolving Facility is split between the U.S. ABL Borrowers for up to $900 million, or the U.S. ABL Revolving Facility, and, together with the ABL Term Facility, the U.S. ABL Facility, and the Canadian Borrower for up to $400 million, or the Canadian ABL Revolving Facility. The U.S. ABL Facility is guaranteed by certain of our U.S. subsidiaries and secured by (i) a first priority lien on our and our U.S. subsidiary guarantors’ accounts receivable and inventory and (ii) a second priority lien on substantially all other assets, in each case subject to various limitations and exceptions. The Canadian ABL Revolving Facility is guaranteed by certain of our Canadian and U.S. subsidiaries and secured by (i) a first priority lien on our, the Canadian Borrower’s, our U.S. subsidiary guarantors’ and our Canadian guarantors’ accounts receivable and inventory and (ii) a second priority lien on substantially all other assets, in each case subject to various limitations and exceptions.
The maximum amount available to borrow under the ABL Revolving Facility is determined by the amount of eligible inventory and accounts receivable of (i) the U.S. ABL Borrowers (with a maximum of $900 million), in the case of the U.S. ABL Revolving Facility, or (ii) the Canadian Borrower and any guarantors of the Canadian ABL Revolving Facility (with a maximum of $300 million), in the case of the Canadian ABL Revolving Facility. When calculating availability under the ABL Revolving Facility as noted above, excess U.S. collateral can be included in the calculation of availability under the Canadian ABL Revolving Facility up to the Canadian limit. However, excess collateral in Canada cannot be used in the calculation of availability under the U.S. ABL Revolving Facility. There is an option to increase the maximum amount available under the Senor ABL Facility by up to the lesser of (i) $400 million and (ii) an amount such that the total amount outstanding under the Senior ABL Facility in excess of $1,400 million would constitute ABL Priority Obligations under the Intercreditor Agreement, dated as of October 11, 2007 (as amended), between Bank of America, N.A., in its capacity as administrative agent and collateral agent under the Senior ABL Facility, and Bank of America, N.A., in its capacity as administrative agent and collateral agent under the Senior Term Facility, but such increases must be permitted under the terms of any other material indebtedness.
The Senior ABL Facility requires us to maintain a minimum consolidated fixed charge coverage ratio of 1.0:1.0 when we use more than 90% of the availability under (i) the U.S. ABL Revolving Facility or (ii) the ABL Revolving Facility. The Senior ABL Facility also contains limitations on our ability to, among other things, incur indebtedness and liens, make distributions, investments, acquisitions and restricted junior payments and dividends, sell assets, prepay or amend the terms of certain indebtedness, engage in mergers, consolidations, liquidations and certain transactions with affiliates and change our lines of business. The Senior ABL Facility contains events of default including for failure to make payments under the Senior ABL Facility, breaches of covenants (subject to a 30 day grace period after notice in the case of certain covenants), cross-default to other material indebtedness, material unstayed judgments, certain ERISA, bankruptcy and insolvency events, failure of guarantees or security and change of control.
The interest rate for loans under the ABL Term Facility is based on (i) a LIBOR rate or prime rate plus, (ii) an applicable margin of (a) in the case of loans at a LIBOR rate, 3.25% and (b) in the case of loans at the prime rate, 2.25%, plus (iii) in the event that the loans are made by a lender located in certain jurisdictions, specified additional interest. The interest rate for loans under the ABL Revolving Facility is based on (i) a LIBOR rate or prime rate (or Canadian base rate, Canadian prime rate or Canadian bankers’ acceptance rate, as applicable, with respect to loans under the Canadian ABL Revolving Facility) plus, (ii) an applicable margin of (a) in the case of loans at a LIBOR rate, 1.50% to 2.00%, depending on the amount of availability we have under the ABL Revolving Facility and (b) in the case of loans at the prime rate, 0.50% to 1.00%, depending on the amount of availability we have under the ABL Revolving Facility, plus (iii) in the event that the loans are made by a lender located in certain jurisdictions, specified additional interest. The ABL Borrowers may also be required to pay an unused fee of 0.25-0.50% of the undrawn portion of the ABL Revolving Facility. The loans under the ABL Term Facility will mature on March 25, 2016. The loans under the ABL Revolving Facility will mature on March 25, 2018, subject to acceleration of maturity under certain circumstances.
 
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European ABL Facility
On March 24, 2014, Univar B.V., the other borrowers from time to time party thereto, or collectively, the European ABL Facility Borrowers, the issuer, as guarantor, or the European ABL Facility Guarantor, J.P. Morgan Securities LLC, as sole lead arranger and joint bookrunner, Bank of America, N.A., as joint bookrunner and syndication agent, the several lenders from time to time party thereto and J.P. Morgan Europe Limited, as administrative agent and collateral agent, entered into an ABL Credit Agreement, or the European ABL Facility.
The European ABL Facility includes a revolving credit facility for up to €200 million. It also includes a swingline facility and the ability for protective advances to be drawn down. The European ABL Facility is guaranteed by the issuer and each European ABL Facility Borrower (other than Univar Belgium NV/SA) and secured by a first priority lien on all of the accounts receivable, inventory, bank accounts and other related assets of the European ABL Facility Borrowers, in each case subject to various limitations and exceptions.
The maximum amount available to borrow is determined by the amount of eligible inventory and eligible accounts receivable of the European ABL Borrowers (less any reserves) considered collectively. In addition, each European ABL Facility Borrower may not borrow an amount in excess of such European ABL Facility Borrower’s eligible accounts receivable other than with respect to the Dutch borrowers and the English borrower, in which case the Dutch and English Borrowers may not borrow more than the aggregate of their pooled eligible accounts receivable and eligible inventory. There is an option to increase the maximum amount available by up to €50 million, but such increases are only permitted when no default or event of default has occurred and is continuing and, if such increase is permitted under the agreement that governs the terms of any other material indebtedness (i.e. exceeding €75 million). In practice, this will also depend on whether the inventory and accounts receivable allow this.
The European ABL Facility requires us to maintain a minimum consolidated fixed charge coverage ratio of 1.0:1.0 when the availability under the European ABL Facility is less than the greater of (i) 10% of the aggregate commitments under European ABL Facility and (ii) €15 million. The European ABL Facility also contains limitations on our ability to, among other things, incur indebtedness and liens, make distributions, investments, restrict payments of distributions and dividends, by borrower subsidiaries, sell assets, prepay or amend the terms of certain indebtedness, engage in mergers, consolidations, liquidations and certain transactions with affiliates and change our lines of business. The European ABL Facility contains events of default including for failure to make payments under the European ABL Facility, breaches of covenants (subject to a 30 day grace period after which written notice needs to be served by the administrative agent on the administrative borrower in the case of certain covenants and in certain circumstances), cross-default to other material indebtedness (i.e., in excess of €10 million), material unstayed judgments, certain ERISA, bankruptcy and insolvency events, failure of guarantees and change of control.
The interest rate for revolving loans under the European ABL Facility is based on (i) an IBOR rate plus (ii) an applicable margin of 1.75% to 2.25%, depending on the amount of availability we have under the European ABL Facility. The loans under the European ABL Facility mature on March 24, 2019.
Senior Subordinated Notes
Senior Subordinated Notes due 2017
On October 11, 2007, we issued $600 million aggregate principal amount of 12.0% Senior Subordinated Notes due 2015, or the 2017 Subordinated Notes, pursuant to the indenture, dated as of October 11, 2007, as amended or supplemented through the date hereof, or the 2017 Subordinated Notes Indenture, between Univar Inc. and Wells Fargo Bank, National Association, as trustee. The second supplemental indenture moved the maturity date of the 2017 Subordinated Notes from September 30, 2015 to September 30, 2017.
On March 27, 2013, the interest rate on the 2017 Subordinated Notes was reduced from a 12.0% to a 10.5% per annum fixed rate.
 
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The 2017 Subordinated Notes are unsecured subordinated obligations of the Company. The 2017 Subordinated Notes pay interest at a rate of 10.5% per annum, payable quarterly to holders of record on the record date immediately preceding the interest payment date. The 2017 Subordinated Notes are redeemable, in whole or in part, at the option of the Company at a price of 100% of the aggregate principal amount.
Upon certain change of control events, the holders of the 2017 Subordinated Notes have the right to require the Company to repurchase all or any part of its 2017 Subordinated Notes at a price equal to 101% of the aggregate principal amount of the 2017 Subordinated Notes. We do not expect this offering to result in a change of control event triggering a repurchase right for the holders of the 2017 Subordinated Notes.
The 2017 Subordinated Notes Indenture contains, among others, customary covenants with respect to incurrence of indebtedness, restricted payments, dividend and other payment restrictions affecting subsidiaries, asset sales, transactions with affiliates, change of control and merger, consolidation and sale of certain assets. As of December 31, 2014, we believe we are in compliance with these covenants.
The 2017 Subordinated Notes are subordinated in right of payment to obligations under the Senior Term Facility, the Senior ABL Facility and the European ABL Facility.
Senior Subordinated Notes due 2018
On December 20, 2010, we issued $400 million aggregate principal amount of 12.0% Senior Subordinated Notes due 2018, or the 2018 Subordinated Notes, pursuant to the indenture, dated as of December 20, 2010 as amended or supplemented through the date hereof, or the 2018 Subordinated Notes Indenture, between Univar Inc. and Wells Fargo Bank, National Association, as trustee.
On March 27, 2013, the Company made a $350.0 million prepayment on the $400.0 million principal balance of the 2018 Subordinated Notes. The interest rate on the remaining 2018 Subordinated Notes was reduced from a 12.0% to a 10.5% per annum fixed rate.
The 2018 Subordinated Notes are unsecured subordinated obligations of the Company and will mature on June 30, 2018. The 2018 Subordinated Notes pay interest at a rate of 10.5% per annum, payable quarterly to holders of record on the record date immediately preceding the interest payment date. The 2018 Subordinated Notes are redeemable, in whole or in part, at the option of the Company at a price of 100% of the aggregate principal amount.
Upon certain change of control events, the holders of the 2018 Subordinated Notes have the right to require the Company to repurchase all or any part of its 2018 Subordinated Notes at a price equal to 101% of the aggregate principal amount of the 2018 Subordinated Notes. We do not expect this offering to result in a change of control event triggering a repurchase right for the holders of the 2018 Subordinated Notes.
The 2018 Subordinated Notes Indenture contains, among others, customary covenants with respect to incurrence of indebtedness, restricted payments, dividend and other payment restrictions affecting subsidiaries, asset sales, transactions with affiliates, change of control and merger, consolidation and sale of certain assets. As of December 31, 2014, we believe we are in compliance with these covenants.
The 2018 Subordinated Notes are subordinated in right of payment to obligations under the Senior Term Facility, the Senior ABL Facility and the European ABL Facility.
 
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 U.S. FEDERAL TAX CONSIDERATIONS FOR NON-U.S. HOLDERS
The following is a discussion of certain U.S. federal income tax considerations relating to the purchase, ownership and disposition of our common stock by Non-U.S. Holders (as defined below) that purchase our common stock pursuant to this offering and hold such common stock as a capital asset. This discussion is based on the Code, U.S. Treasury regulations promulgated or proposed thereunder, and administrative and judicial interpretations thereof, all as in effect on the date hereof and all of which are subject to change, possibly with retroactive effect, or to different interpretation. This discussion does not address all of the U.S. federal income tax considerations that may be relevant to specific Non-U.S. Holders in light of their particular circumstances or to Non-U.S. Holders subject to special treatment under U.S. federal income tax law (such as banks, insurance companies, dealers in securities or other Non-U.S. Holders that generally mark their securities to market for U.S. federal income tax purposes, foreign governments, international organizations, tax-exempt entities, certain former citizens or residents of the United States, or Non-U.S. Holders that hold our common stock as part of a straddle, hedge, conversion or other integrated transaction). This discussion does not address any U.S. state or local or non-U.S. tax considerations or any U.S. federal gift or alternative minimum tax considerations.
As used in this discussion, the term “Non-U.S. Holder” means a beneficial owner of our common stock that, for U.S. federal income tax purposes, is:
 
 	•	 	an individual who is neither a citizen nor a resident of the United States;	
 
 	•	 	a corporation (or other entity treated as a corporation) that is not created or organized in or under the laws of the United States, any state thereof, or the District of Columbia;	
 
 	•	 	an estate that is not subject to U.S. federal income tax on income from non-U.S. sources which is not effectively connected with the conduct of a trade or business in the United States; or	
 
 	•	 	a trust unless (i) a court within the United States is able to exercise primary supervision over its administration and one or more U.S. persons have the authority to control all of its substantial decisions or (ii) it has in effect a valid election under applicable U.S. Treasury regulations to be treated as a U.S. person.	
If an entity treated as a partnership for U.S. federal income tax purposes invests in our common stock, the U.S. federal income tax considerations relating to such investment will depend in part upon the status and activities of such entity and the particular partner. Any such entity should consult its own tax advisor regarding the U.S. federal income tax considerations applicable to it and its partners relating to the purchase, ownership and disposition of our common stock.
PERSONS CONSIDERING AN INVESTMENT IN OUR COMMON STOCK SHOULD CONSULT THEIR OWN TAX ADVISORS REGARDING THE U.S. FEDERAL, STATE AND LOCAL AND NON-U.S. INCOME, ESTATE AND OTHER TAX CONSIDERATIONS RELATING TO THE PURCHASE, OWNERSHIP AND DISPOSITION OF OUR COMMON STOCK IN LIGHT OF THEIR PARTICULAR CIRCUMSTANCES.
Distributions on Common Stock
If we make a distribution of cash or other property (other than certain pro rata distributions of our common stock or rights to acquire our common stock) in respect of a share of our common stock, the distribution generally will be treated as a dividend to the extent it is paid from our current or accumulated earnings and profits (as determined under U.S. federal income tax principles). If the amount of such distribution exceeds our current and accumulated earnings and profits, such excess generally will be treated first as a tax-free return of capital to the extent of the Non-U.S. Holder’s adjusted tax basis in such share of our common stock, and then as capital gain (which will be treated in the manner described below under “—Sale, Exchange or Other Disposition of Common Stock”). Distributions treated as dividends on our common stock that are paid to or for the account of a Non-U.S. Holder generally will be subject to U.S. federal withholding tax at a rate of 30%, or at a lower rate if provided by an applicable tax treaty and the Non-U.S. Holder provides the documentation (generally IRS Form
 
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W-8BEN or IRS Form W-8BEN-E) required to claim benefits under such tax treaty to the applicable withholding agent. A Non-U.S. Holder that does not timely furnish the required documentation, but that qualifies for a reduced treaty rate, may obtain a refund of any excess amounts withheld by timely filing an appropriate claim for a refund with the IRS.
If, however, a dividend is effectively connected with the conduct of a trade or business in the United States by a Non-U.S. Holder, such dividend generally will not be subject to the 30% U.S. federal withholding tax if such Non-U.S. Holder provides the appropriate documentation (generally, IRS Form W-8ECI) to the applicable withholding agent. Instead, such Non-U.S. Holder generally will be subject to U.S. federal income tax on such dividend in substantially the same manner as a holder that is a U.S. person (except as provided by an applicable tax treaty). In addition, a Non-U.S. Holder that is treated as a corporation for U.S. federal income tax purposes may be subject to a branch profits tax at a rate of 30% (or a lower rate if provided by an applicable tax treaty) on its effectively connected income for the taxable year, subject to certain adjustments.
The foregoing discussion is subject to the discussion below under “—FATCA Withholding” and “—Information Reporting and Backup Withholding.”
Sale, Exchange or Other Disposition of Common Stock
A Non-U.S. Holder generally will not be subject to U.S. federal income tax on any gain recognized on the sale, exchange or other disposition of our common stock unless:
 
 	•	 	such gain is effectively connected with the conduct of a trade or business in the United States by such Non-U.S. Holder, in which event such Non-U.S. Holder generally will be subject to U.S. federal income tax on such gain in substantially the same manner as a holder that is a U.S. person (except as provided by an applicable tax treaty) and, if it is treated as a corporation for U.S. federal income tax purposes, may also be subject to a branch profits tax at a rate of 30% (or a lower rate if provided by an applicable tax treaty);	
 
 	•	 	such Non-U.S. Holder is an individual who is present in the United States for 183 days or more during the taxable year of such sale, exchange or other disposition and certain other conditions are met, in which event such gain (net of certain U.S. source capital losses) generally will be subject to U.S. federal income tax at a rate of 30% (except as provided by an applicable tax treaty); or	
 
 	•	 	we are or have been a “United States real property holding corporation” for U.S. federal income tax purposes at any time during the shorter of (x) the five-year period ending on the date of such sale, exchange or other disposition and (y) such Non-U.S. Holder’s holding period with respect to such common stock, and certain other conditions are met.	
Generally, a corporation is a “United States real property holding corporation” if the fair market value of its United States real property interests equals or exceeds 50% of the sum of the fair market value of its worldwide real property interests and its other assets used or held for use in a trade or business (all as determined for U.S. federal income tax purposes). We believe that we presently are not, and we do not presently anticipate that we will become, a United States real property holding corporation.
The foregoing discussion is subject to the discussion below under “—FATCA Withholding” and “—Information Reporting and Backup Withholding.”
FATCA Withholding
Under the Foreign Account Tax Compliance Act provisions of the Code and related U.S. Treasury guidance (“FATCA”), a withholding tax of 30% will be imposed in certain circumstances on payments of (i) dividends on our common stock, and (ii) beginning on or after January 1, 2017, gross proceeds from the sale or other disposition of our common stock. In the case of payments made to a “foreign financial institution” (such as a bank, a broker or an investment fund), as a beneficial owner or as an intermediary, this tax generally will be imposed,
 
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subject to certain exceptions, unless such institution (i) has agreed to (and does) comply with the requirements of an agreement with the United States (an “FFI Agreement”) or (ii) is required to (and does) comply with FATCA pursuant to applicable foreign law enacted in connection with an intergovernmental agreement between the United States and a foreign jurisdiction (an “IGA”), in either case to, among other things, collect and provide to the U.S. tax authorities or other relevant tax authorities certain information regarding U.S. account holders of such institution. In the case of payments made to a foreign entity that is not a financial institution (as a beneficial owner), the tax generally will be imposed, subject to certain exceptions, unless such entity provides the withholding agent with a certification (i) that it does not have any “substantial” U.S. owners (generally, any specified U.S. person that directly or indirectly owns more than a specified percentage of such entity), (ii) that identifies its substantial U.S. owners or (iii) that it is a “direct reporting NFFE”. If our common stock is held through a foreign financial institution that has agreed to comply with the requirements of an FFI Agreement, such foreign financial institution (or, in certain cases, a person paying amounts to such foreign financial institution) generally will be required, subject to certain exceptions, to withhold tax on payments of dividends and proceeds described above made to (i) a person (including an individual) that fails to comply with certain information requests or (ii) a foreign financial institution that has not agreed to comply with the requirements of an FFI Agreement, unless such foreign financial institution is required to (and does) comply with FATCA pursuant to applicable foreign law enacted in connection with an IGA. Each Non-U.S. Holder should consult its own tax advisor regarding the application of FATCA to the ownership and disposition of our common stock.
Information Reporting and Backup Withholding
Amounts treated as payments of dividends on our common stock paid to a Non-U.S. Holder and the amount of any U.S. federal tax withheld from such payments generally must be reported annually to the IRS and to such Non-U.S. Holder by the applicable withholding agent.
The information reporting and backup withholding rules that apply to payments of dividends to certain U.S. persons generally will not apply to payments of dividends on our common stock to a Non-U.S. Holder if such Non-U.S. Holder certifies under penalties of perjury that it is not a U.S. person (generally by providing an IRS Form W-8BEN or IRS Form W-8BEN-E to the applicable withholding agent) or otherwise establishes an exemption.
Proceeds from the sale, exchange or other disposition of our common stock by a Non-U.S. Holder effected outside the United States through a non-U.S. office of a non-U.S. broker generally will not be subject to the information reporting and backup withholding rules that apply to payments to certain U.S. persons, provided that the proceeds are paid to the Non-U.S. Holder outside the United States. However, proceeds from the sale, exchange or other disposition of our common stock by a Non-U.S. Holder effected through a non-U.S. office of a non-U.S. broker with certain specified U.S. connections or a U.S. broker generally will be subject to these information reporting rules (but generally not to these backup withholding rules), even if the proceeds are paid to such Non-U.S. Holder outside the United States, unless such Non-U.S. Holder certifies under penalties of perjury that it is not a U.S. person (generally by providing an IRS Form W-8BEN or IRS Form W-8BEN-E to the applicable withholding agent) or otherwise establishes an exemption. Proceeds from the sale, exchange or other disposition of our common stock by a Non-U.S. Holder effected through a U.S. office of a broker generally will be subject to these information reporting and backup withholding rules unless such Non-U.S. Holder certifies under penalties of perjury that it is not a U.S. person (generally by providing an IRS Form W-8BEN or IRS Form W-8BEN-E to the applicable withholding agent) or otherwise establishes an exemption.
Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules generally will be allowed as a refund or a credit against a Non-U.S. Holder’s U.S. federal income tax liability if the required information is furnished by such Non-U.S. Holder on a timely basis to the IRS.
U.S. Federal Estate Tax
Shares of our common stock owned or treated as owned by an individual Non-U.S. Holder at the time of such Non-U.S. Holder’s death will be included in such Non-U.S. Holder’s gross estate for U.S. federal estate tax purposes and may be subject to U.S. federal estate tax unless an applicable estate tax treaty provides otherwise.
 
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 UNDERWRITING (CONFLICT OF INTEREST)
Deutsche Bank Securities Inc., Goldman, Sachs & Co. and Merrill Lynch, Pierce, Fenner & Smith Incorporated are acting as representatives of each of the underwriters named below. Subject to the terms and conditions of the underwriting agreement, the underwriters named below have severally agreed to purchase from us the following respective number of shares of common stock at a public offering price less the underwriting discounts and commissions set forth on the cover page of this prospectus:

Underwriter	  	Number of
Shares	
Deutsche Bank Securities Inc.	  		
Goldman, Sachs & Co.	  		
Merrill Lynch, Pierce, Fenner & Smith
Incorporated	  		
Barclays Capital Inc.	  		
Credit Suisse Securities (USA) LLC	  		
J.P. Morgan Securities LLC	  		
Jefferies LLC	  		
Morgan Stanley & Co. LLC	  		
	  	 	
Total			
	  	 	
The underwriting agreement provides that the underwriters’ obligation to purchase shares of common stock depends on the satisfaction of the conditions contained in the underwriting agreement including:
 
 	•	 	the obligation to purchase all of the shares of common stock offered hereby (other than those shares of common stock covered by their option to purchase additional shares as described below), if any of the shares are purchased;	
 
 	•	 	the representations and warranties made by us to the underwriters are true;	
 
 	•	 	there is no material change in our business or the financial markets; and	
 
 	•	 	customary closing documents are delivered to the underwriters.	
The offering of the shares by the underwriters is subject to receipt and acceptance and subject to the underwriters’ right to reject any order in whole or in part.
Reserved Shares
At our request, the underwriters are reserving up to     % of the shares of common stock for sale at the initial public offering price to our directors, officers and employees through a directed share program. The number of shares of common stock available for sale to the general public in the public offering will be reduced to the extent these persons purchase these reserved shares. Any shares not so purchased will be offered by the underwriters to the general public on the same basis as other shares offered hereby.
Commissions and Expenses
The following table summarizes the underwriting discounts and commissions we will pay to the underwriters. These amounts are shown assuming both no exercise and full exercise of the underwriters’ option to purchase             additional shares of common stock. The underwriting fee is the difference between the initial offering price to the public and the amount the underwriters pay us for the shares of common stock.

 	  	Per Share	  	Total	
 	  	No
Exercise	  	Full
Exercise	  	No
Exercise	  	Full
Exercise	
Public Offering Price	  		  		  		  		
Underwriting discounts and commissions	  		  		  		  		
Paid by Univar Inc.	  		  		  		  		
 
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The representatives of the underwriters have advised us that the underwriters propose to offer the shares of common stock directly to the public at the public offering price on the cover of this prospectus and to selected dealers, which may include the underwriters, at such offering price less a selling concession not in excess of $             per share. After the offering, the representatives may change the offering price and other selling terms.
The expenses of the offering that are payable by us are estimated to be approximately $             million (excluding underwriting discounts and commissions), including up to $             in connection with the qualification of the offering with the Financial Industry Regulatory Authority, or FINRA, by counsel to the underwriters.
Option to Purchase Additional Shares
We have granted the underwriters an option exercisable for 30 days after the date of this prospectus, to purchase, from time to time, in whole or in part, up to an aggregate of             shares at the public offering price less underwriting discounts and commissions. To the extent the underwriters exercise this option, each underwriter will be committed, so long as the conditions of the underwriting agreement are satisfied, to purchase a number of additional shares of common stock proportionate to that underwriter’s initial commitment as indicated in the preceding table, and we will be obligated to sell the additional shares of common stock to the underwriters.
No Sales of Similar Securities
We and our directors, executive officers and stockholders holding more than     % of our common stock prior to this offering have agreed with the underwriters, subject to certain exceptions, not to dispose of or hedge any common stock or securities convertible into or exchangeable for shares of common stock during the period from the date of this prospectus continuing through the date 180 days after the date of this prospectus, except with the prior written consent of Deutsche Bank Securities Inc., Goldman, Sachs & Co. and Merrill Lynch, Pierce, Fenner & Smith Incorporated. In our case, this agreement will not apply in the case of (i) the shares of common stock to be sold in this offering, (ii) any shares of common stock issued by us upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in this prospectus, (iii) any shares of common stock issued or options to purchase common stock granted pursuant to existing employee benefit plans referred to in this prospectus, (iv) any shares of common stock issued pursuant to any non-employee director stock plan or dividend reinvestment plan and referred to in this prospectus, (v) the filing of any registration statement on Form S-8, or (vi) the entry into an agreement providing for the issuance of common stock or any securities convertible into or exercisable for common stock, and the issuance of any such securities pursuant to such an agreement, in connection with (a) the acquisition by us or any of our subsidiaries of the securities, business, property or other assets of another person or entity, including pursuant to an employee benefit plan assumed by us in connection with such acquisition or (b) joint ventures, commercial relationships or other strategic transactions, and the issuance of any such securities pursuant to any such agreement, provided that the aggregate number of shares of common stock issued or issuable pursuant to this clause (vi) does not exceed 10% of the outstanding shares of common stock. See “Shares of Common Stock Eligible for Future Sale” for a discussion of certain transfer restrictions.
In the event that either (x) during the last 17 days of the lock-up period referred to above, we issue an earnings release or material news or a material event relating to us occurs or (y) prior to the expiration of the lock-up period, we announce that we will release earnings results or become aware that material news or a material event will occur during the 16-day period beginning on the last day of the lock-up period, the restrictions described above shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event, unless waive, in writing, such extension.
 
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Offering Price Determination
Prior to this offering, there has been no public market for our common stock. The initial public offering price was negotiated among us and the representatives. In determining the initial public offering price of our common stock, the representatives considered:
 
 	•	 	the history and prospects for the industry in which we compete;	
 
 	•	 	our financial information;	
 
 	•	 	the ability of our management, present stage of development and our business potential and earning prospects;	
 
 	•	 	the prevailing securities markets at the time of this offering; and	
 
 	•	 	the recent market prices of, and the demand for, publicly traded shares of generally comparable companies.	
Indemnification
We have agreed to indemnify the several underwriters against certain liabilities, including liabilities under the Securities Act, liabilities arising from breaches of the representations and warranties contained in the underwriting agreement and to contribute to payments that the underwriters may be required to make for these liabilities.
Stabilization, Short Positions and Penalty Bids
The underwriters may engage in stabilizing transactions, short sales and purchases to cover positions created by short sales, and penalty bids or purchases for the purpose of pegging, fixing or maintaining the price of our common stock, in accordance with Regulation M under the Exchange Act.
 
 	•	 	Stabilizing transactions permit bids to purchase the underlying security so long as the stabilizing bids do not exceed a specified maximum.	
 
 	•	 	A short position involves a sale by the underwriters of shares in excess of the number of shares the underwriters are obligated to purchase in the offering, which creates the syndicate short position. This short position may be either a covered short position or a naked short position. In a covered short position, the number of shares involved in the sales made by the underwriters in excess of the number of shares they are obligated to purchase is not greater than the number of shares that they may purchase by exercising their option to purchase additional shares. In a naked short position, the number of shares involved is greater than the number of shares in their option to purchase additional shares. The underwriters may close out any short position by either exercising their option to purchase additional shares, in whole or in part, and/or purchasing shares in the open market. In determining the source of shares to close out the short position, the underwriters will consider, among other things, the price of shares available for purchase in the open market as compared to the price at which they may purchase shares through their option to purchase additional shares. A naked short position is more likely to be created if the underwriters are concerned that there could be downward pressure on the price of the shares in the open market after pricing that could adversely affect investors who purchase in the offering.	
 
 	•	 	Syndicate covering transactions involve purchases of our common stock in the open market after the distribution has been completed to cover syndicate short positions.	
 
 	•	 	Penalty bids permit the representatives to reclaim a selling concession from a syndicate member when the common stock originally sold by the syndicate member is purchased in a stabilizing or syndicate covering transaction to cover syndicate short positions.	
 
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These stabilizing transactions, syndicate covering transactions and penalty bids may have the effect of raising or maintaining the market price of our common stock or preventing or retarding a decline in the market price of our common stock. As a result, the price of our common stock may be higher than the price that might otherwise exist in the open market. These transactions may be effected on the or otherwise and, if commenced, may be discontinued at any time.
Neither we nor any of the underwriters make any representation or prediction as to the direction or magnitude of any effect that the transactions described above may have on the price of our common stock. In addition, neither we nor any of the underwriters make any representation that the underwriters will engage in these stabilizing transactions or that any transaction, once commenced, will not be discontinued without notice.
Electronic Distribution
In connection with the offering, certain of the underwriters or securities dealers may distribute prospectuses by electronic means, such as e-mail. In addition, certain of the underwriters may facilitate Internet distribution for this offering to certain of its Internet subscription customers. Such underwriters may allocate a limited number of shares for sale to its online brokerage customers. A prospectus in electronic format is being made available on Internet web sites maintained by one or more of the bookrunners of this offering and may be made available on web sites maintained by other underwriters. Other than the prospectus in electronic format, the information on any underwriter’s web site and any information contained in any other web site maintained by an underwriter is not part of the prospectus or the registration statement of which the prospectus forms a part.
Listing
We have applied to list our shares of common stock on the NYSE under the symbol “UNVR”.
Discretionary Sales
The underwriters have informed us that they do not intend to confirm sales to discretionary accounts.
Stamp Taxes
Purchasers of the shares of our common stock offered in this prospectus may be required to pay stamp taxes and other charges under the laws and practices of the country of purchase, in addition to the offering price listed on the cover page of this prospectus. Accordingly, we urge you to consult a tax advisor with respect to whether you may be required to pay those taxes or charges, as well as any other tax consequences that may arise under the laws of the country of purchase.
Relationships
The underwriters and their respective affiliates are full service financial institutions engaged in various activities, which may include securities trading, commercial and investment banking, financial advisory, investment management, investment research, principal investment, hedging, financing and brokerage activities. Certain of the underwriters and their respective affiliates have, from time to time, performed, and may in the future perform, various financial advisory and investment banking services for us, for which they may receive customary fees and expenses. For example, affiliates of certain of the underwriters serve as the administrative agent and collateral agent with respect to each of our Senior Term Facility, Senior ABL Facility and European ABL Facility, and affiliates of certain of the underwriters have served other arranger and agent roles and as lenders with respect to these facilities. As of March 31, 2015 approximately $335.4 million of the Term Loans and $8.4 million of our Senior ABL Facility were held by affiliates of Goldman, Sachs & Co., and affiliates of Goldman, Sachs & Co. are the sole holders of our $600 million of outstanding 2017 Subordinated Notes and are holders of approximately $30 million of our outstanding 2018 Subordinated Notes. Affiliates of Goldman, Sachs & Co. own approximately 2.6% of our outstanding common stock as of December 31, 2014.
 
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In addition, in the ordinary course of business, the underwriters and their respective affiliates may make or hold a broad array of investments including serving as counterparties to certain derivative and hedging arrangements and actively trade debt and equity securities (or related derivative securities) and financial instruments (including bank loans) for their own account and for the accounts of their customers, and such investment and securities activities may involve securities and/or instruments of the issuer. The underwriters and their respective affiliates may also make investment recommendations and/or publish or express independent research views in respect of such securities or instruments and may at any time hold, or recommend to clients that they acquire, long and/or short positions in such securities and instruments.
Conflicts of Interest
Because an affiliate of Goldman, Sachs & Co. will receive 5% or more of the net proceeds of this offering due to the use of a portion of the proceeds to redeem our 2017 Subordinated Notes and our 2018 Subordinated Notes, Goldman, Sachs & Co. is deemed to have a “conflict of interest” within the meaning of FINRA Rule 5121. Accordingly, this offering will be conducted in accordance with Rule 5121, which requires, among other things, that a “qualified independent underwriter” participate in the preparation of, and exercise the usual standards of “due diligence” with respect to, the registration statement and this prospectus. Deutsche Bank Securities Inc. has agreed to act as a qualified independent underwriter for this offering and to undertake the legal responsibilities and liabilities of an underwriter under the Securities Act, specifically including those inherent in Section 11 thereof. Deutsche Bank Securities Inc. will not receive any additional fees for serving as a qualified independent underwriter in connection with this offering. We have agreed to indemnify Deutsche Bank Securities Inc. against liabilities incurred in connection with acting as a qualified independent underwriter, including liabilities under the Securities Act. Goldman, Sachs & Co. will not confirm sales to any account over which it exercises discretionary authority without the specific written approval of the accountholder.
Notice to Prospective Investors in the European Economic Area
In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive, each, a Relevant Member State, with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State, no offer of shares may be made to the public in that Relevant Member State other than:
 
 	A.	to any legal entity which is a qualified investor as defined in the Prospectus Directive;	
 
 	B.	to fewer than 100 or, if the Relevant Member State has implemented the relevant provision of the 2010 PD Amending Directive, 150, natural or legal persons (other than qualified investors as defined in the Prospectus Directive), as permitted under the Prospectus Directive, subject to obtaining the prior consent of the representatives; or	
 
 	C.	in any other circumstances falling within Article 3(2) of the Prospectus Directive, provided that no such offer of shares shall require the Company or the representatives to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive.	
Each person in a Relevant Member State (other than a Relevant Member State where there is a Permitted Public Offer) who initially acquires any shares or to whom any offer is made will be deemed to have represented, acknowledged and agreed that (A) it is a “qualified investor” within the meaning of the law in that Relevant Member State implementing Article 2(1)(e) of the Prospectus Directive, and (B) in the case of any shares acquired by it as a financial intermediary, as that term is used in Article 3(2) of the Prospectus Directive, the shares acquired by it in the offering have not been acquired on behalf of, nor have they been acquired with a view to their offer or resale to, persons in any Relevant Member State other than “qualified investors” as defined in the Prospectus Directive, or in circumstances in which the prior consent of the Subscribers has been given to the offer or resale. In the case of any shares being offered to a financial intermediary as that term is used in Article 3(2) of the Prospectus Directive, each such financial intermediary will be deemed to have represented,
 
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acknowledged and agreed that the shares acquired by it in the offer have not been acquired on a nondiscretionary basis on behalf of, nor have they been acquired with a view to their offer or resale to, persons in circumstances which may give rise to an offer of any shares to the public other than their offer or resale in a Relevant Member State to qualified investors as so defined or in circumstances in which the prior consent of the representatives has been obtained to each such proposed offer or resale.
The Company, the representatives and their affiliates will rely upon the truth and accuracy of the foregoing representation, acknowledgement and agreement.
This prospectus has been prepared on the basis that any offer of shares in any Relevant Member State will be made pursuant to an exemption under the Prospectus Directive from the requirement to publish a prospectus for offers of shares. Accordingly any person making or intending to make an offer in that Relevant Member State of shares which are the subject of the offering contemplated in this prospectus may only do so in circumstances in which no obligation arises for the Company or any of the underwriters to publish a prospectus pursuant to Article 3 of the Prospectus Directive in relation to such offer. Neither the Company nor the underwriters have authorized, nor do they authorize, the making of any offer of shares in circumstances in which an obligation arises for the Company or the underwriters to publish a prospectus for such offer.
For the purpose of the above provisions, the expression “an offer to the public” in relation to any shares in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the shares to be offered so as to enable an investor to decide to purchase or subscribe the shares, as the same may be varied in the Relevant Member State by any measure implementing the Prospectus Directive in the Relevant Member State and the expression “Prospectus Directive” means Directive 2003/71/EC (including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member States) and includes any relevant implementing measure in the Relevant Member State and the expression “2010 PD Amending Directive” means Directive 2010/73/EU.
Notice to Prospective Investors in the United Kingdom
Each underwriter agrees that:
 
 	(a)	it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the FSMA) received by it in connection with the issue or sale of the shares in circumstances in which Section 21(1) of the FSMA does not apply to the Company; and	
 
 	(b)	it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the shares in, from or otherwise involving the United Kingdom.	
Notice to Prospective Investors in Hong Kong
The shares may not be offered or sold by means of any document other than (i) in circumstances which do not constitute an offer to the public within the meaning of the Companies Ordinance (Cap.32, Laws of Hong Kong), or (ii) to “professional investors” within the meaning of the Securities and Futures Ordinance (Cap.571, Laws of Hong Kong) and any rules made thereunder, or (iii) in other circumstances which do not result in the document being a “prospectus” within the meaning of the Companies Ordinance (Cap.32, Laws of Hong Kong), and no advertisement, invitation or document relating to the shares may be issued or may be in the possession of any person for the purpose of issue (in each case whether in Hong Kong or elsewhere), which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so under the laws of Hong Kong) other than with respect to shares which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” within the meaning of the Securities and Futures Ordinance (Cap. 571, Laws of Hong Kong) and any rules made thereunder.
 
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Notice to Prospective Investors in Singapore
This prospectus has not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, this prospectus and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the shares may not be circulated or distributed, nor may the shares be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor under Section 274 of the Securities and Futures Act, Chapter 289 of Singapore, or the SFA, (ii) to a relevant person, or any person pursuant to Section 275(1A), and in accordance with the conditions, specified in Section 275 of the SFA or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA.
Where the shares are subscribed or purchased under Section 275 by a relevant person which is: (a) a corporation (which is not an accredited investor) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or (b) a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary is an accredited investor, shares, debentures and units of shares and debentures of that corporation or the beneficiaries’ rights and interest in that trust shall not be transferable for 6 months after that corporation or that trust has acquired the shares under Section 275 except: (1) to an institutional investor under Section 274 of the SFA or to a relevant person, or any person pursuant to Section 275(1A), and in accordance with the conditions, specified in Section 275 of the SFA; (2) where no consideration is given for the transfer; or (3) by operation of law.
Notice to Prospective Investors in Japan
The securities have not been and will not be registered under the Financial Instruments and Exchange Law of Japan, or the Financial Instruments and Exchange Law, and each Underwriter has agreed that it will not offer or sell any securities, directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan (which term as used herein means any person resident in Japan, including any corporation or other entity organized under the laws of Japan), or to others for re-offering or resale, directly or indirectly, in Japan or to a resident of Japan, except pursuant to an exemption from the registration requirements of, and otherwise in compliance with, the Financial Instruments and Exchange Law and any other applicable laws, regulations and ministerial guidelines of Japan.
Notice to Prospective Investors in Australia
No placement document, prospectus, product disclosure statement or other disclosure document has been lodged with the Australian Securities and Investments Commission, or the ASIC, in relation to the offering. This prospectus does not constitute a prospectus, product disclosure statement or other disclosure document under the Corporations Act 2001, or the Corporations Act, and does not purport to include the information required for a prospectus, product disclosure statement or other disclosure document under the Corporations Act.
Any offer in Australia of the shares may only be made to persons, or the Exempt Investors, who are “sophisticated investors” (within the meaning of section 708(8) of the Corporations Act), “professional investors” (within the meaning of section 708(11) of the Corporations Act), or otherwise pursuant to one or more exemptions contained in section 708 of the Corporations Act so that it is lawful to offer the shares without disclosure to investors under Chapter 6D of the Corporations Act.
The shares applied for by Exempt Investors in Australia must not be offered for sale in Australia in the period of 12 months after the date of allotment under the offering, except in circumstances where disclosure to investors under Chapter 6D of the Corporations Act would not be required pursuant to an exemption under section 708 of the Corporations Act or otherwise or where the offer is pursuant to a disclosure document which complies with Chapter 6D of the Corporations Act. Any person acquiring shares must observe such Australian on-sale restrictions.
 
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This prospectus contains general information only and does not take account of the investment objectives, financial situation or particular needs of any particular person. It does not contain any securities recommendations or financial product advice. Before making an investment decision, investors need to consider whether the information in this prospectus is appropriate to their needs, objectives and circumstances, and, if necessary, seek expert advice on those matters.
Notice to Prospective Investors in the Dubai International Financial Centre
This prospectus relates to an Exempt Offer in accordance with the Offered Securities Rules of the Dubai Financial Services Authority, or the DFSA. This prospectus is intended for distribution only to persons of a type specified in the Offered Securities Rules of the DFSA. It must not be delivered to, or relied on by, any other person. The DFSA has no responsibility for reviewing or verifying any documents in connection with Exempt Offers. The DFSA has not approved this prospectus nor taken steps to verify the information set forth herein and has no responsibility for the prospectus. The shares to which this prospectus relates may be illiquid and/or subject to restrictions on their resale. Prospective purchasers of the shares offered should conduct their own due diligence on the shares. If you do not understand the contents of this prospectus you should consult an authorized financial advisor.
Notice to Prospective Investors in Switzerland
We have not and will not register with the Swiss Financial Market Supervisory Authority, or the FINMA, as a foreign collective investment scheme pursuant to Article 119 of the Federal Act on Collective Investment Scheme of 23 June 2006, as amended, or the CISA, and accordingly the securities being offered pursuant to this prospectus have not and will not be approved, and may not be licenseable, with FINMA. Therefore, the securities have not been authorized for distribution by FINMA as a foreign collective investment scheme pursuant to Article 119 CISA and the securities offered hereby may not be offered to the public, as this term is defined in Article 3 CISA, in or from Switzerland. The securities may solely be offered to “qualified investors,” (as this term is defined in Article 10 CISA) and in the circumstances set out in Article 3 of the Ordinance on Collective Investment Scheme of 22 November 2006, as amended, or the CISO, such that there is no public offer. Investors, however, do not benefit from protection under CISA or CISO or supervision by FINMA. This prospectus and any other materials relating to the securities are strictly personal and confidential to each offeree and do not constitute an offer to any other person. This prospectus may only be used by those qualified investors to whom it has been handed out in connection with the offer described herein and may neither directly or indirectly be distributed or made available to any person or entity other than its recipients. It may not be used in connection with any other offer and shall in particular not be copied and/or distributed to the public in Switzerland or from Switzerland. This prospectus does not constitute an issue prospectus as that term is understood pursuant to Article 652a and/or 1156 of the Swiss Federal Code of Obligations. We have not applied for a listing of the securities on the SIX Swiss Exchange or any other regulated securities market in Switzerland, and consequently, the information presented in this prospectus does not necessarily comply with the information standards set out in the listing rules of the SIX Swiss Exchange and corresponding prospectus schemes annexed to the listing rules of the SIX Swiss Exchange.
Notice to Prospective Investors in Qatar
The shares described in this prospectus have not been, and will not be, offered, sold or delivered, at any time, directly or indirectly in the State of Qatar in a manner that would constitute a public offering. This prospectus has not been, and will not be, registered with or approved by the Qatar Financial Markets Authority or Qatar Central Bank and may not be publicly distributed. This prospectus is intended for the original recipient only and must not be provided to any other person. This prospectus is not for general circulation in the State of Qatar and may not be reproduced or used for any other purpose.
 
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 LEGAL MATTERS
The validity of the common stock offered in this offering will be passed upon for us by Debevoise & Plimpton LLP, New York, New York. Various legal matters relating to this offering will be passed upon for the underwriters by Latham & Watkins LLP, New York, New York.
 WHERE YOU CAN FIND MORE INFORMATION
We have filed with the SEC a registration statement on Form S-1 under the Securities Act with respect to the common stock offered hereby. This prospectus does not contain all of the information set forth in the registration statement and the exhibits and schedules thereto. Some items are omitted in accordance with the rules and regulations of the SEC. For further information with respect to us and the common stock offered hereby, we refer you to the registration statement and the exhibits and schedules filed therewith. Statements contained in this prospectus as to the contents of any contract, agreement or any other document referred to are summaries of the material terms of the respective contract, agreement or other document. With respect to each of these contracts, agreements or other documents filed as an exhibit to the registration statement, reference is made to the exhibits for a more complete description of the matter involved.
A copy of the registration statement, and the exhibits and schedules thereto, may be inspected without charge at the public reference facilities maintained by the SEC at 100 F Street, N.E., Washington, D.C. 20549. Copies of these materials may be obtained by writing to the Public Reference Section of the SEC at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the operation of the public reference facilities. The SEC maintains a website that contains reports, proxy and information statements and other information regarding registrants that file electronically with the SEC. The address of the SEC’s website is http://www.sec.gov.
Upon the completion of this offering, we will become subject to the information and periodic reporting requirements of the Exchange Act and, accordingly, will file annual reports containing financial statements audited by an independent public accounting company, quarterly reports containing unaudited financial statements, current reports, proxy statements and other information with the SEC. You will be able to inspect and copy these reports, proxy statements and other information at the public reference facilities maintained by the SEC at the address noted above. You will also be able to obtain copies of this material from the Public Reference Room of the SEC as described above, or inspect them without charge at the SEC’s website. Upon completion of this offering, you will also be able to access, free of charge, our reports filed with the SEC (for example, our Annual Report on Form 10-K, our Quarterly Reports on Form 10-Q and our Current Reports on Form 8-K and any amendments to those forms) through the “Investor Relations” portion of our Internet website (http://www.univar.com). Reports filed with or furnished to the SEC will be available as soon as reasonably practicable after they are filed with or furnished to the SEC. Our website is included in this prospectus as an inactive textual reference only. The information found on our website is not part of this prospectus or any report filed with or furnished to the SEC.
 
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 EXPERTS
The consolidated financial statements of Univar Inc. at December 31, 2014 and 2013 and for each of the three years in the period ended December 31, 2014, appearing in this prospectus and registration statement have been audited by Ernst & Young LLP, independent registered public accounting firm, as set forth in their report thereon included elsewhere in this prospectus, and are included in reliance upon such report given on the authority of such firm as experts in accounting and auditing.
 
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 INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Univar Inc. 

 	  	Page	 	
Unaudited interim consolidated financial statements	  				
Condensed Consolidated Statements of Operations	  	 	F-2	  	
Condensed Consolidated Statements of Comprehensive Loss	  	 	F-3	  	
Condensed Consolidated Balance Sheets	  	 	F-4	  	
Condensed Consolidated Statements of Cash Flows	  	 	F-5	  	
Notes to the Condensed Consolidated Financial Statements	  	 	F-6	  	
		
Audited consolidated financial statements	  				
Report of Independent Registered Public Accounting Firm	  	 	F-23	  	
Consolidated Balance Sheets	  	 	F-24	  	
Consolidated Statements of Operations	  	 	F-25	  	
Consolidated Statements of Comprehensive Loss	  	 	F-26	  	
Consolidated Statements of Changes in Stockholders’ Equity	  	 	F-27	  	
Consolidated Statements of Cash Flows	  	 	F-28	  	
Notes to the Consolidated Financial Statements	  	 	F-29	  	
 
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UNIVAR INC.
 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)

 	  	 	 	  	Three months ended March 31,	 	
(in millions, except share and per share data)	  	Note	 	  	2015	 	 	2014	 	
Net sales	  				  	$	2,299.1	  	 	$	2,516.4	  	
Cost of goods sold (exclusive of depreciation)	  				  	 	1,837.5	  	 	 	2,044.0	  	
	  				  	 	 	 	 	 	 	 	
Gross profit						 	461.6	  		 	472.4	  	
Operating expenses:													
Outbound freight and handling						 	84.5	  		 	87.8	  	
Warehousing, selling and administrative						 	231.4	  		 	239.0	  	
Other operating expenses, net		 	5	  		 	8.1	  		 	21.7	  	
Depreciation						 	32.0	  		 	30.6	  	
Amortization						 	21.9	  		 	23.7	  	
	  				  	 	 	 	 	 	 	 	
Total operating expenses						 	377.9	  		 	402.8	  	
	  				  	 	 	 	 	 	 	 	
Operating income						 	83.7	  		 	69.6	  	
	  				  	 	 	 	 	 	 	 	
Other (expense) income:													
Interest income						 	1.2	  		 	2.4	  	
Interest expense						 	(64.4	) 		 	(66.3	) 	
Loss on extinguishment of debt						 	—  	  		 	(1.2	) 	
Other income (expense), net		 	7	  		 	6.8	  		 	(1.9	) 	
	  				  	 	 	 	 	 	 	 	
Total other expense						 	(56.4	) 		 	(67.0	) 	
	  				  	 	 	 	 	 	 	 	
Income before income taxes						 	27.3	  		 	2.6	  	
Income tax expense		 	8	  		 	7.6	  		 	5.4	  	
	  				  	 	 	 	 	 	 	 	
Net income (loss)						$	19.7	  		$	(2.8	) 	
	  				  	 	 	 	 	 	 	 	
Income (loss) per common share:													
Basic		 	9	  		$	0.10	  		$	(0.01	) 	
Diluted		 	9	  		 	0.10	  		 	(0.01	) 	
Weighted average common shares outstanding:													
Basic		 	9	  		 	198,237,303	  		 	197,746,968	  	
Diluted		 	9	  		 	199,205,264	  		 	197,746,968	  	
The accompanying notes are an integral part of these condensed consolidated financial statements.
 
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UNIVAR INC.
 CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
(unaudited)

 	  	 	 	  	Three months ended
March 31,	 	
(in millions)	  	Note	 	  	    2015    	 	 	    2014	 	
Net income (loss)	  				  	$	19.7	  	 	$	(2.8	) 	
Other comprehensive (loss) income, net of tax:	  				  				 				
Foreign currency translation	  	 	10	  	  	 	(118.0	) 	 	 	(39.5	) 	
Pension and other postretirement benefits adjustment	  	 	10	  	  	 	(1.8	) 	 	 	(1.8	) 	
Derivative financial instruments	  	 	10	  	  	 	(1.3	) 	 	 	0.1	  	
	  				  	 	 	 	 	 	 	 	
Total other comprehensive loss, net of tax						 	(121.1	) 		 	(41.2	) 	
	  				  	 	 	 	 	 	 	 	
Comprehensive loss						$	(101.4	) 		$	(44.0	) 	
	  				  	 	 	 	 	 	 	 	
The accompanying notes are an integral part of these condensed consolidated financial statements.
 
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UNIVAR INC.
 CONDENSED CONSOLIDATED BALANCE SHEETS
(unaudited)

(in millions, except share and per share data)	  	Note	  	March 31,
2015	 	 	December 31,
2014	 	
Assets	  		  				 				
Current assets:	  		  				 				
Cash and cash equivalents	  		  	$	181.4	  	 	$	206.0	  	
Trade accounts receivable, net	  		  	 	1,242.5	  	 	 	1,277.5	  	
Inventories	  		  	 	945.4	  	 	 	942.7	  	
Prepaid expenses and other current assets	  		  	 	167.1	  	 	 	158.5	  	
Deferred tax assets	  		  	 	42.1	  	 	 	37.1	  	
	  		  	 	 	 	 	 	 	 	
Total current assets				 	2,578.5	  		 	2,621.8	  	
	  		  	 	 	 	 	 	 	 	
Property, plant and equipment, net		12		 	1,012.7	  		 	1,032.3	  	
Goodwill				 	1,722.0	  		 	1,767.6	  	
Intangible assets, net		12		 	538.1	  		 	574.9	  	
Deferred tax assets				 	11.2	  		 	15.5	  	
Other assets				 	53.8	  		 	64.5	  	
	  		  	 	 	 	 	 	 	 	
Total assets				$	5,916.3	  		$	6,076.6	  	
	  		  	 	 	 	 	 	 	 	
Liabilities and stockholders’ equity											
Current liabilities:											
Short-term financing		11		$	47.1	  		$	61.1	  	
Trade accounts payable				 	1,045.3	  		 	991.9	  	
Current portion of long-term debt		11		 	78.6	  		 	80.7	  	
Accrued compensation				 	74.1	  		 	73.7	  	
Other accrued expenses		12		 	298.0	  		 	308.1	  	
Deferred tax liabilities				 	0.6	  		 	3.4	  	
	  		  	 	 	 	 	 	 	 	
Total current liabilities				 	1,543.7	  		 	1,518.9	  	
	  		  	 	 	 	 	 	 	 	
Long-term debt		11		 	3,681.9	  		 	3,739.5	  	
Pension and other postretirement benefit liabilities				 	280.6	  		 	304.5	  	
Deferred tax liabilities				 	124.3	  		 	119.7	  	
Other long-term liabilities				 	135.6	  		 	145.9	  	
Commitment and contingencies		15		 	—  	 		 	—  	 	
Stockholders’ equity:											
Common stock, $0.000000014 par value; 734,625,648 shares authorized; 199,040,997 and 198,827,395 shares issued and outstanding at March 31, 2015 and December 31, 2014, respectively				 	—  	 		 	—  	 	
Additional paid-in capital				 	1,461.1	  		 	1,457.6	  	
Accumulated deficit				 	(981.6	) 		 	(1,001.3	) 	
Accumulated other comprehensive loss		10		 	(329.3	) 		 	(208.2	) 	
	  		  	 	 	 	 	 	 	 	
Total stockholders’ equity				 	150.2	  		 	248.1	  	
	  		  	 	 	 	 	 	 	 	
Total liabilities and stockholders’ equity				$	5,916.3	  		$	6,076.6	  	
	  		  	 	 	 	 	 	 	 	
The accompanying notes are an integral part of these condensed consolidated financial statements.
 
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UNIVAR INC.
 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)

 	  	 	  	Three months ended
March 31,	 	
(in millions)	  	Note	  	2015	 	 	2014	 	
Operating activities:	  		  				 				
Net income (loss)	  		  	$	19.7	  	 	$	(2.8	) 	
Adjustments to reconcile net income (loss) to net cash provided by (used by) operating activities:	  		  				 				
Depreciation and amortization	  		  	 	53.9	  	 	 	54.3	  	
Amortization of deferred financing fees and debt discount	  		  	 	4.2	  	 	 	4.0	  	
Amortization of pension credit from accumulated other comprehensive loss	  	10	  	 	(3.0	) 	 	 	(3.0	) 	
Loss on extinguishment of debt	  	11	  	 	—  	  	 	 	1.2	  	
Deferred income taxes	  		  	 	3.8	  	 	 	0.7	  	
Stock-based compensation expense	  	5	  	 	1.5	  	 	 	3.6	  	
Other	  		  	 	(0.8	) 	 	 	(0.1	) 	
Changes in operating assets and liabilities:	  		  				 				
Trade accounts receivable, net	  		  	 	(22.9	) 	 	 	(157.9	) 	
Inventories	  		  	 	(44.7	) 	 	 	(132.4	) 	
Prepaid expenses and other current assets	  		  	 	(15.3	) 	 	 	(2.1	) 	
Trade accounts payable	  		  	 	99.8	  	 	 	177.9	  	
Pensions and other postretirement benefit liabilities	  		  	 	(16.4	) 	 	 	(8.7	) 	
Other, net	  		  	 	8.3	  	 	 	17.0	  	
	  		  	 	 	 	 	 	 	 	
Net cash provided by (used by) operating activities				 	88.1	  		 	(48.3	) 	
	  		  	 	 	 	 	 	 	 	
Investing activities:											
Purchases of property, plant and equipment				 	(31.9	) 		 	(24.9	) 	
Proceeds from sale of property, plant and equipment				 	1.7	  		 	1.2	  	
	  		  	 	 	 	 	 	 	 	
Net cash used by investing activities				 	(30.2	) 		 	(23.7	) 	
	  		  	 	 	 	 	 	 	 	
Financing activities:											
Proceeds from the issuance of long-term debt		11		 	—  	  		 	102.4	  	
Payments on long-term debt and capital lease obligations		11		 	(53.7	) 		 	(19.5	) 	
Short-term financing, net		11		 	3.4	  		 	(14.2	) 	
Financing fees paid		11		 	—  	  		 	(4.0	) 	
Other				 	1.9	  		 	(1.3	) 	
	  		  	 	 	 	 	 	 	 	
Net cash (used by) provided by financing activities				 	(48.4	) 		 	63.4	  	
	  		  	 	 	 	 	 	 	 	
Effect of exchange rate changes on cash and cash equivalents				 	(34.1	) 		 	(7.7	) 	
	  		  	 	 	 	 	 	 	 	
Net decrease in cash and cash equivalents				 	(24.6	) 		 	(16.3	) 	
Cash and cash equivalents at beginning of period				 	206.0	  		 	180.4	  	
	  		  	 	 	 	 	 	 	 	
Cash and cash equivalents at end of period				$	181.4	  		$	164.1	  	
	  		  	 	 	 	 	 	 	 	
Supplemental disclosure of cash flow information											
Non-cash activities:											
Additions of property, plant and equipment included in trade accounts payable and other accrued expenses				$	9.4	  		$	2.5	  	
Additions of property, plant and equipment under a capital lease obligation				 	11.3	 		 	—  	 	
The accompanying notes are an integral part of these condensed consolidated financial statements.
 
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UNIVAR INC.
 NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
1. Nature of operations
Headquartered in Downers Grove, Illinois, Univar Inc. (“the Company” or “Univar”) is a leading global distributor of commodity and specialty chemicals. The Company’s operations are structured into four operating segments that represent the geographic areas under which the Company manages its business:
 
 	•	 	Univar USA (“USA”)	
 
 	•	 	Univar Canada (“Canada”)	
 
 	•	 	Univar Europe, the Middle East and Africa (“EMEA”)	
 
 	•	 	Rest of World (“Rest of World”)	
Rest of World includes certain developing businesses in Latin America (including Brazil and Mexico) and the Asia-Pacific region.
2. Basis of presentation
The condensed consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) as applicable to interim financial reporting. Unless otherwise indicated, all financial data presented in these condensed consolidated financial statements are expressed in US dollars. These condensed consolidated financial statements, in the Company’s opinion, include all adjustments, consisting of normal recurring accruals necessary for a fair presentation of the condensed consolidated balance sheets, statements of operations, comprehensive loss and cash flows. The results of operations for the periods presented are not necessarily indicative of the operating results that may be expected for the full year. These interim unaudited condensed consolidated financial statements should be read in conjunction with the 2014 audited consolidated financial statements and accompanying notes.
The condensed consolidated financial statements include the financial statements of the Company and its subsidiaries. Subsidiaries are consolidated if the Company has a controlling financial interest, which may exist based on ownership of a majority of the voting interest, or based on the Company’s determination that it is the primary beneficiary of a variable interest entity (“VIE”) or if otherwise required by US GAAP. The Company did not have any interests in variable interest entities during the periods presented in these condensed consolidated financial statements. All intercompany balances and transactions are eliminated in consolidation.
The preparation of condensed consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the amounts reported and disclosed in the financial statements and accompanying notes. Actual results could differ materially from these estimates.
3. Significant accounting policies
The Company’s significant accounting policies are consistent with those disclosed in the 2014 annual report except for the following:
Property, plant and equipment, net
Property, plant and equipment are carried at historical cost, net of accumulated depreciation. Expenditures for improvements that increase asset values and/or extend useful lives are capitalized. The Company capitalizes
 
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UNIVAR INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
 
interest costs on significant capital projects, as an increase to property, plant and equipment. Repair and maintenance costs are expensed as incurred. Depreciation is recorded on a straight-line basis over the estimated useful lives of each asset from the time the asset is ready for its intended purpose, with consideration of any expected residual value.
The estimated useful lives of plant, property and equipment are as follows:

Buildings		 	10-50 years	  	
Main components of tank farms		 	5-40 years	  	
Containers		 	2-15 years	  	
Machinery and equipment		 	5-20 years	  	
Furniture, fixtures and others		 	5-20 years	  	
Information technology		 	3-10 years	  	
The Company evaluates the carrying value of property, plant and equipment for impairment if an event occurs or circumstances change that would indicate the carrying value may not be recoverable. If an asset is tested for possible impairment, the Company compares the carrying amount of an asset to future undiscounted net cash flows expected to be generated by the asset. If the carrying amount of the asset is not recoverable on an undiscounted cash flow basis, an impairment loss is recognized to the extent that the carrying amount exceeds its estimated fair value.
Leasehold improvements are capitalized and depreciated over the lesser of the term of the applicable lease, including renewable periods if reasonably assured, or the useful life of the improvement.
Assets under capital leases where ownership transfers to the Company at the end of the lease term or the lease agreement contains a bargain purchase option are depreciated over the useful life of the asset. For remaining assets under capital leases, the assets are depreciated over the lesser of the term of the applicable lease, including renewable periods if reasonably assured, or the useful life of the asset with consideration of any expected residual value.
Leases
All leases that are determined not to meet any of the capital lease criteria are classified as operating leases. Operating lease payments are recognized as an expense in the consolidated statements of operations on a straight-line basis over the lease term.
The Company leases certain vehicles and equipment that qualify for capital lease classification. Assets under capital leases are carried at historical cost, net of accumulated depreciation and are included in property, plant and equipment, net in the condensed consolidated balance sheets. Depreciation expense related to the capital lease assets is included in depreciation expense in the condensed consolidated statements of operations. Refer to “Note 12: Supplemental balance sheet information” for further information.
The present value of minimum lease payments under a capital lease is included in current portion of long-term debt and long-term debt in the condensed consolidated balance sheets. The capital lease obligation is amortized utilizing the effective interest method and interest expense related to the capital lease obligation is included in interest expense in the consolidated statements of operations.
 
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UNIVAR INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
 
Accounting pronouncements issued and adopted
In April 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2014-08 “Reporting Discontinued Operations and Disclosure of Disposals of Components of an Entity”, which changes the criteria for reporting discontinued operations. This guidance will be applied prospectively and is effective for fiscal years, and interim periods within those years, beginning after December 15, 2014 for public companies. For nonpublic companies, this guidance will be applied prospectively within annual periods beginning on or after December 15, 2014, and interim periods within annual periods beginning on or after December 15, 2015. Early adoption is permitted, but only for disposals (or classifications as held for sale) that have not been reported in financial statements previously issued or available for issuance. The Company early adopted the standard for its year and interim periods beginning after December 15, 2014, making this change effective as of the three months ended March 31, 2015. The adoption of ASU 2014-08 had no impact on our financial results or disclosures for the three months ended March 31, 2015.
Accounting pronouncements issued and not yet adopted
In May 2014, the FASB issued ASU 2014-09 “Revenue from Contracts with Customers” (Topic 606), which supersedes the revenue recognition requirements in Accounting Standards Codification (“ASC”) 605, “Revenue Recognition.” The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The ASU also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. For public companies, this guidance is effective and will be applied for fiscal years, and interim periods within those years, beginning after December 15, 2016. For nonpublic companies, this guidance is effective and will be applied for fiscal years beginning after December 15, 2017 and for interim periods within annual periods beginning after December 15, 2018. Adoption is not permitted until January 1, 2017 for either public or private companies. The guidance is to be applied using one of two retrospective application methods. The Company is currently evaluating the impact of the adoption of this accounting standard update on its internal processes, operating results and financial reporting. The impact is currently not known or reasonably estimable.
In August 2014, the FASB issued ASU 2014-15 “Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern.” The core principle of the guidance is that an entity’s management should evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the entity’s ability to continue as a going concern within one year after the date that the financial statements are available to be issued. When management identifies conditions or events that raise substantial doubt about an entity’s ability to continue as a going concern, management should consider whether its plans that are intended to mitigate those relevant conditions or events that will alleviate the substantial doubt are adequately disclosed in the footnotes to the financial statements. This guidance will be effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter for public and nonpublic companies. Early adoption is permitted. The Company believes the guidance will not have a material impact on its consolidated financial statements.
In February 2015, the FASB issued ASU 2015-02 “Amendments to the Consolidation Analysis” (Topic 810). The core principle of the guidance is to provide amendments to the current consolidation guidance and ends the deferral granted to investment companies from applying the VIE guidance. The revised consolidation guidance, among other things, modifies the evaluation of whether limited partnerships and similar legal entities are VIEs or voting interest entities, eliminates the presumption that a general partner should consolidate a limited partnership and modifies the consolidation analysis of reporting entities that are involved with VIEs through fee
 
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UNIVAR INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
 
arrangements and related party relationships. For public companies, this guidance is effective and will be applied for fiscal years, and interim periods within those years, beginning after December 15, 2015. For nonpublic companies, this guidance is effective and will be applied for fiscal years beginning after December 15, 2016 and for interim periods within fiscal years beginning after December 15, 2017. Early adoption is permitted, including adoption in an interim period. The Company believes the guidance will not have a material impact on its consolidated financial statements.
In April 2015, the FASB issued ASU 2015-03 “Interest-Imputation of Interest (Simplifying the Presentation of Debt Issuance Costs)” (Subtopic 835-30). The core principle of the guidance is that debt issuance costs related to a recognized debt liability will no longer be presented as an asset, but rather be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The recognition and measurement guidance for debt issuance costs is not affected by the ASU. For public companies, this guidance is effective and will be applied retrospectively for fiscal years, and interim periods within those years, beginning after December 15, 2015. For nonpublic companies, this guidance is effective and will be applied retrospectively for fiscal years beginning after December 15, 2015 and for interim periods within annual periods beginning after December 15, 2016. Early adoption is permitted. The guidance does not have any impact on the Company’s operating results.
In April 2015, the FASB issued ASU 2015-04 “Compensation-Retirement Benefits (Practical Expedient for the Measurement Date of an Employer’s Defined Benefit Obligation and Plan Assets)” (Topic 715). The core principle of the guidance is that it provides a practical expedient for companies to measure interim remeasurements for significant events that occur on other than a month-end date. The guidance permits entities to remeasure defined benefit plan assets and obligations using the month-end date that is closest to the date of the significant event. The decision to apply the practical expedient to interim remeasurements for significant events can be made for each significant event. For public companies, this guidance is effective and will be applied prospectively for fiscal years, and interim periods within those years, beginning after December 15, 2015. For nonpublic companies, this guidance is effective and will be applied prospectively for fiscal years beginning after December 15, 2016 and for interim periods within annual periods beginning after December 15, 2017. Early adoption is permitted. The Company believes the guidance will not have a material impact on its consolidated financial statements.
In April 2015, the FASB issued ASU 2015-05 “Intangibles-Goodwill and Other-Internal-use software (Customer’s Accounting for Fees Paid in a Cloud Computing Arrangement” (Subtopic 350-40). The ASU provides customers with guidance on determining whether a cloud computing arrangement contains a software license that should be accounted for as internal-use software. If a cloud computing arrangement includes a software license, then the customer should account for the software license element of the arrangement consistent with the acquisition of other software licenses. If a cloud computing arrangement does not include a software license, the customer should account for the arrangement as a service contract. For public companies, this guidance is effective and will be applied for fiscal years, and interim periods within those years, beginning after December 15, 2015. For nonpublic companies, this guidance is effective and will be applied for fiscal years beginning after December 15, 2015 and for interim periods within annual periods beginning after December 15, 2016. Early adoption is permitted. An entity can elect to adopt the amendments either prospectively to all arrangements entered into or materially modified after the effective date or retrospectively The Company believes the guidance will not have a material impact on its consolidated financial statements.
 
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Table of Contents
UNIVAR INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
 
4. Employee benefit plans
The following table summarizes the components of net periodic benefit cost (credit) recognized in the condensed consolidated statements of operations:

 	  	Defined Benefit Pension Plans	 	
 	  	Domestic	 	  	Foreign	 	
 	  	Three months ended
March 31,	 	  	Three months ended
March 31,	 	
(in millions)	  	    2015    	 	  	    2014    	 	  	    2015    	 	  	    2014    	 	
Service cost	  	$	—  	  	  	$	—  	  	  	$	2.0	  	  	$	1.8	  	
Interest cost	  	 	7.7	  	  	 	7.9	  	  	 	5.1	  	  	 	5.9	  	
Expected return on plan assets	  	 	(9.0	) 	  	 	(8.0	) 	  	 	(7.6	) 	  	 	(7.1	) 	
	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	
Net periodic benefit (credit) cost		$	(1.3	) 		$	(0.1	) 		$	(0.5	) 		$	0.6	  	

									
 	  	Other Postretirement Benefits	 	
 	  	Three months ended
March 31,	 	
(in millions)	  	    2015    	 	  	    2014    	 	
Service cost	  	$	—  	  	  	$	—  	  	
Interest cost	  	 	0.1	  	  	 	0.1	 	
Prior service credits	  	 	(3.0	) 	  	 	(3.0	) 	
	  	 	 	 	  	 	 	 	
Net periodic benefit credit		$	(2.9	) 		$	(2.9	) 	
	  	 	 	 	  	 	 	 	
5. Other operating expenses, net
Other operating expenses, net consisted of the following activity:

 	  	Three months ended
March 31,	 	
(in millions)	  	    2015    	 	  	    2014    	 	
Acquisition and integration related expenses	  	$	0.4	  	  	$	0.5	  	
Stock-based compensation expense	  	 	1.5	  	  	 	3.6	  	
Redundancy and restructuring	  	 	3.7	  	  	 	12.0	  	
Advisory fees paid to CVC and CD&R(1)	  	 	1.3	  	  	 	1.4	  	
Other	  	 	1.2	  	  	 	4.2	  	
	  	 	 	 	  	 	 	 	
Total other operating expenses, net		$	8.1	  		$	21.7	  	

(1)	Significant stockholders CVC Capital Partners (“CVC”) and Clayton, Dubilier & Rice, LLC (“CD&R”).	
6. Redundancy and restructuring
Redundancy and restructuring charges relate to the implementation of several regional strategic initiatives aimed at streamlining the Company’s cost structure and improving its operations primarily within the USA and EMEA operating segments. These actions primarily resulted in workforce reductions, lease termination costs and other facility rationalization costs.
 
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UNIVAR INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
 
The following table summarizes activity related to accrued liabilities associated with redundancy and restructuring:

(in millions)	  	January 1,
2015	 	  	Charge to
earnings	 	 	Cash
paid	 	 	Non-cash
and other	 	 	March 31,
2015	 	
Employee termination costs	  	$	27.8	  	  	$	3.0	  	 	$	(4.8	) 	 	$	(2.3	) 	 	$	23.7	  	
Facility exit costs(1)	  	 	20.4	  	  	 	(0.2	) 	 	 	(1.5	) 	 	 	(0.2	) 	 	 	18.5	  	
Other exit costs	  	 	0.3	  	  	 	0.9	  	 	 	(0.9	) 	 	 	—  	  	 	 	0.3	  	
	  	 	 	 	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Total		$	48.5	  		$	3.7	  		$	(7.2	) 		$	(2.5	) 		$	42.5	  	

																					
(in millions)	  	January 1,
2014	 	  	Charge to
earnings	 	  	Cash
paid	 	 	Non-cash
and other	 	 	December 31,
2014	 	
Employee termination costs	  	$	26.7	  	  	$	25.1	  	  	$	(21.7	) 	 	$	(2.3	) 	 	$	27.8	  	
Facility exit costs(2)	  	 	7.8	  	  	 	14.9	  	  	 	(2.1	) 	 	 	(0.2	) 	 	 	20.4	  	
Other exit costs	  	 	0.3	  	  	 	6.2	  	  	 	(5.9	) 	 	 	(0.3	) 	 	 	0.3	  	
	  	 	 	 	  	 	 	 	  	 	 	 	 	 	 	 	 	 	 	 	
Total		$	34.8	  		$	46.2	  		$	(29.7	) 		$	(2.8	) 		$	48.5	  	

(1)	During the three months ended March 31, 2015, facility exit costs were revised by $0.2 million as the Company was relieved of their contractual obligation related to an operating lease.	
(2)	During the year ended December 31, 2014, facility exit costs were revised by $8.8 million due to changes in estimated sub-lease income and are included within redundancy and restructuring charges in other operating expenses, net in the condensed consolidated statement of operations.	
Redundancy and restructuring liabilities of $28.4 million and $32.3 million were classified as current in other accrued expenses in the condensed consolidated balance sheet as of March 31, 2015 and December 31, 2014, respectively. The long-term portion of redundancy and restructuring liabilities of $14.1 million and $16.2 million were recorded in other long-term liabilities in the condensed consolidated balance sheets as of March 31, 2015 and December 31, 2014, respectively, and primarily consists of facility exit costs that are expected to be paid within the next five years.
While the Company believes the recorded redundancy and restructuring liabilities are adequate, revisions to current estimates may be recorded in future periods based on new information as it becomes available. The Company expects to continue executing initiatives to optimize its operating margin. As such, the Company expects further expenses related to workforce reductions, lease termination costs and other facility rationalization costs when those restructuring plans are finalized and related expenses are estimable.
7. Other income (expense), net
Other income (expense), net consisted of the following gains (losses):

 	  	Three months ended
March 31,	 	
(in millions)	  	    2015    	 	  	    2014    	 	
Foreign currency transactions	  	$	11.2	  	  	$	(1.4	) 	
Undesignated foreign currency derivative instruments	  	 	(2.5	) 	  	 	(0.7	) 	
Ineffective portion of cash flow hedges	  	 	(0.6	) 	  	 	0.2	  	
Other	  	 	(1.3	) 	  	 	—  	  	
	  	 	 	 	  	 	 	 	
Total other income (expense), net		$	6.8	  		$	(1.9	) 	

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Table of Contents
UNIVAR INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
 
8. Income Taxes
The Company’s tax provision for interim periods is determined using an estimate of the annual effective tax rate, adjusted for discrete items, if any, that are taken into account in the relevant period. Each quarter, an estimate of the annual effective tax rate is updated should management revise its forecast of earnings based upon the Company’s operating results. If there is a change in the estimated effective annual tax rate, a cumulative adjustment is made. The quarterly tax provision and forecast estimate of the annual effective tax rate may be subject to volatility due to several factors, including the complexity in forecasting jurisdictional earnings before tax, the rate of realization of forecasting earnings or losses by quarter, acquisitions, divestitures, foreign currency gains and losses, pension gains and losses, etc.
The income tax expense for the three months ended March 31, 2015 was $7.6 million, resulting in an effective tax rate of 27.7%. The Company’s effective tax rate for the three months ended March 31, 2015 was lower than the US federal statutory rate of 35.0% primarily due to the mix in earnings in multiple jurisdictions and non-taxable interest income. The income tax expense for the three months ended March 31, 2014 was $5.4 million, resulting in an effective tax rate of 207.7%. The Company’s effective tax rate for three months ended March 31, 2014 was higher than the US federal statutory rate primarily due to the exclusion of the tax benefit of foreign losses not expected to be realized partially offset by earnings in lower rate jurisdictions.
In 2007, the outstanding shares of Univar N.V., the ultimate parent of the Univar group, were acquired by investment funds advised by CVC. To facilitate the acquisition of Univar N.V. by CVC, a Canadian restructuring was completed. In February 2013, the Canada Revenue Agency (“CRA”) issued a Notice of Assessment for withholding tax of $29.4 million (Canadian). The Company filed its Notice of Objection to the Assessment in April 2013 and its Notice of Appeal of the Assessment in July 2013. In November 2013, the CRA’s Reply to the Company’s Notice of Appeal was filed with the Tax Court of Canada. In September 2014, the CRA issued the 2008 and 2009 Notice of Reassessments for federal corporate income tax liabilities of $11.9 million (Canadian) and $11.0 million (Canadian), respectively, and a departure tax liability of $9.0 million (Canadian). In March 2015, the Alberta Treasury Board and Finance issued the 2008 and 2009 Notice of Reassessments for federal corporate income tax liabilities of $6.0 million (Canadian) and $5.8 million (Canadian), respectively. The Company filed its Notice of Objection to the Reassessments in September 2014. The Reassessments reflects the additional tax liability and interest relating to those tax years should the CRA be successful in its assertion of the General Anti-Avoidance Rule relating to the Canadian restructuring described above. At March 31, 2015, the total tax liability assessed to date and the related provincial tax liability, including interest of $29.5 million (Canadian), is $102.6 million (Canadian). The Company expects the matter to be litigated in Tax Court commencing on June 8, 2015.
In August 2014, the Company remitted a required deposit on the February 2013 Notice of Assessment relating to the Company’s 2007 tax year by issuing a Letter of Credit in the amount of $44.7 million (Canadian). The Letter of Credit amount reflects the proposed assessment of $29.4 million (Canadian) and accrued interest, and will expire in August, 2015. In addition, in February 2015, the CRA notified the Company it will be required to remit a cash deposit of approximately $21.5 million (Canadian) in March 2015, representing one-half of the September 2014 Notice of Assessment tax liability relating to tax years 2008 and 2009, plus interest. On March 17, 2015, the Company filed a Notice of Application with the Canadian Federal Court requesting a judicial review of the CRA’s requirement that the Company remit a cash deposit relating to the 2008 and 2009 assessments.
The Company has not recorded any liabilities for these matters in its financial statements, as it believes it is more likely than not that the Company’s position will be sustained.
 
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Table of Contents
UNIVAR INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
 
9. Earnings per share
The following table presents the basic and diluted income (loss) per share computations:

 	  	Three months ended March 31,	 	
(in millions, except share and per share data)	  	2015	 	  	2014	 	
Basic:	  				  				
Net income (loss)	  	$	19.7	  	  	$	(2.8	) 	
Weighted average common shares outstanding	  	 	198,237,303	  	  	 	197,746,968	  	
	  	 	 	 	  	 	 	 	
Basic income (loss) per common share		$	0.10	  		$	(0.01	) 	
	  	 	 	 	  	 	 	 	
Diluted:									
Net income (loss)		$	19.7	  		$	(2.8	) 	
Weighted average common shares outstanding		 	198,237,303	  		 	197,746,968	  	
Effect of dilutive securities:									
Stock compensation plans(1)		 	967,961	  		 	—  	  	
	  	 	 	 	  	 	 	 	
Weighted average common shares outstanding—diluted		 	199,205,264	  		 	197,746,968	  	
	  	 	 	 	  	 	 	 	
Diluted income (loss) per common share		$	0.10	  		$	(0.01	) 	

(1)	Stock options to purchase 4.3 million and 10.6 million shares of common stock and restricted stock of 0.0 million and 1.1 million were outstanding during the three months ended March 31, 2015 and 2014, respectively, but were not included in the calculation of diluted earnings per share as the impact of these stock options and restricted stock would have been anti-dilutive.	
10. Accumulated other comprehensive loss
The following tables present the changes in accumulated other comprehensive loss by component, net of tax:

(in millions)	  	Cash flow
hedges	 	 	Defined
benefit
pension items	 	 	Currency
translation
items	 	 	Total	 	
Balance as of December 31, 2014	  	$	(3.7	) 	 	$	10.3	  	 	$	(214.8	) 	 	$	(208.2	) 	
Other comprehensive loss before reclassifications	  	 	(2.3	) 	 	 	—  	  	 	 	(118.0	) 	 	 	(120.3	) 	
Amounts reclassified from accumulated other comprehensive loss	  	 	1.0	  	 	 	(1.8	) 	 	 	—  	  	 	 	(0.8	) 	
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Net current period other comprehensive loss(1)		 	(1.3	) 		 	(1.8	) 		 	(118.0	) 		 	(121.1	) 	
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Balance as of March 31, 2015		$	(5.0	) 		$	8.5	  		$	(332.8	) 		$	(329.3	) 	
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Balance as of December 31, 2013		$	(2.8	) 		$	17.6	  		$	(96.5	) 		$	(81.7	) 	
Other comprehensive loss before reclassifications		 	(0.8	) 		 	—  	  		 	(39.5	) 		 	(40.3	) 	
Amounts reclassified from accumulated other comprehensive loss		 	0.9	  		 	(1.8	) 		 	—  	  		 	(0.9	) 	
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Net current period other comprehensive income (loss)(2)		 	0.1	  		 	(1.8	) 		 	(39.5	) 		 	(41.2	) 	
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Balance as of March 31, 2014		$	(2.7	) 		$	15.8	  		$	(136.0	) 		$	(122.9	) 	

(1)	The losses on cash flow hedges are net of a tax benefit of $0.8 million and currency translation items are net of a tax expense of $0.0 million.	
 
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Table of Contents
UNIVAR INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)

 
(2)	The gains on cash flow hedges are net of tax expense of $0.1 million and currency translation items are net of tax expense of $0.0 million.	
The following is a summary of the amounts reclassified from accumulated other comprehensive loss to net income (loss):

(in millions)	  	Three months ended
March 31, 2015(1)	 	 	Three months ended
March 31, 2014(1)	 	 	Location of impact on
statement of operations	
Amortization of defined benefit pension items:	  				 				 		
Prior service credits	  	$	(3.0	) 	 	$	(3.0	) 	 	Warehousing, selling and administrative	
Tax expense	  	 	1.2	  	 	 	1.2	  	 	Income tax expense	
	  	 	 	 	 	 	 	 	 		
Net of tax		 	(1.8	) 		 	(1.8	) 			
Cash flow hedges:											
Interest rate swap contracts		 	1.6	  		 	1.4	  		Interest expense	
Tax benefit		 	(0.6	) 		 	(0.5	) 		Income tax expense	
	  	 	 	 	 	 	 	 	 		
Net of tax		 	1.0	  		 	0.9	  			
	  	 	 	 	 	 	 	 	 		
Total reclassifications for the period		$	(0.8	) 		$	(0.9	) 			

(1)	Amounts in parentheses indicate credits to net income (loss) to the statements of operations.	
Refer to “Note 4: Employee benefit plans” for additional information regarding the amortization of defined benefit pension items and “Note 14: Derivatives” for cash flow hedging activity.
Foreign currency gains and losses relating to intercompany borrowings that are considered a part of the Company’s investment in a foreign subsidiary’ are reflected in accumulated other comprehensive loss. Total foreign currency (losses) gains related to such intercompany borrowings were $(9.2) million and $1.8 million for the three month periods ended March 31, 2015 and 2014, respectively.
11. Debt
Short-term financing
Short-term financing consisted of the following:

(in millions)	  	March 31,
2015	 	  	December 31,
2014	 	
Amounts drawn under credit facilities	  	$	26.8	  	  	$	32.7	  	
Bank overdrafts	  	 	20.3	  	  	 	28.4	  	
	  	 	 	 	  	 	 	 	
Total short-term financing		$	47.1	  		$	61.1	  	
	  	 	 	 	  	 	 	 	
The weighted average interest rate on short-term financing was 2.3% and 2.7% as of March 31, 2015 and December 31, 2014, respectively.
 
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Table of Contents
UNIVAR INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
 
As of March 31, 2015 and December 31, 2014, the Company had approximately $180 million and $185 million, respectively, in outstanding letters of credit and guarantees.
Long-term debt
Long-term debt consisted of the following:

(in millions)	  	March 31,
2015	 	 	December 31,
2014	 	
Senior Term Loan Facilities:	  				 				
Term B Loan due 2017, variable interest rate of 5.00% at March 31, 2015 and December 31, 2014	  	$	2,676.2	  	 	$	2,683.2	  	
Euro Tranche Term Loan due 2017, variable interest rate of 5.25% at March 31, 2015 and December 31, 2014	  	 	136.5	  	 	 	154.6	  	
Asset Backed Loan (ABL) Facilities:	  				 				
North American ABL Facility due 2018, variable interest rate of 2.04% and 2.10% at March 31, 2015 and December 31, 2014, respectively	  	 	267.0	  	 	 	266.0	  	
North American ABL Term Loan due 2016, variable interest rate of 3.53% and 3.51% at March 31, 2015 and December 31, 2014, respectively	  	 	37.5	  	 	 	50.0	  	
European ABL Facility due 2019 (“Euro ABL due 2019”), variable interest rate of 2.01% at December 31, 2014	  	 	—  	  	 	 	36.3	  	
Senior Subordinated Notes:	  				 				
Senior Subordinated Notes due 2017, fixed interest rate of 10.50% at March 31, 2015 and December 31, 2014	  	 	600.0	  	 	 	600.0	  	
Senior Subordinated Notes due 2018, fixed interest rate of 10.50% at March 31, 2015 and December 31, 2014	  	 	50.0	  	 	 	50.0	  	
Capital lease obligations(1)	  	 	13.5	  	 	 	2.6	  	
	  	 	 	 	 	 	 	 	
Total long-term debt before discount		 	3,780.7	  		 	3,842.7	  	
Less: discount on debt		 	(20.2	) 		 	(22.5	) 	
	  	 	 	 	 	 	 	 	
Total long-term debt		 	3,760.5	  		 	3,820.2	  	
Less: current maturities		 	(78.6	) 		 	(80.7	) 	
	  	 	 	 	 	 	 	 	
Total long-term debt, excluding current maturities		$	3,681.9	  		$	3,739.5	  	

(1)	The majority of capital lease obligations are due within 12 months and included in current portion of long-term debt.	
On March 24, 2014, certain of the Company’s European subsidiaries (the “Borrowers”) entered into a five year €200 million Euro ABL Credit facility. The Euro ABL is a revolving credit facility pursuant to which the Borrowers may request loan advances and make loan repayments until the maturity date of March 22, 2019. Loan advances may be made in multiple currencies. Each loan advance under this facility has a variable interest rate based on the current benchmark rate (IBOR) for that currency plus a credit spread. The credit spread is determined by a pricing grid that is based on average availability of the facility.
Simultaneously with the execution of the Euro ABL due 2019, certain of the Company’s European subsidiaries terminated a €68 million secured asset-based lending credit facility maturing December 31, 2016. As a result of this termination, the Company recognized a loss on extinguishment of $1.2 million in the consolidated statement of operations.
 
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Table of Contents
UNIVAR INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
 
12. Supplemental balance sheet information
Property, plant and equipment, net

(in millions)	  	March 31,
2015	 	  	December 31,
2014	 	
Property, plant and equipment, at cost	  	$	1,668.7	  	  	$	1,677.1	  	
Less: accumulated depreciation	  	 	(656.0	) 	  	 	(644.8	) 	
	  	 	 	 	  	 	 	 	
Property, plant and equipment, net		$	1,012.7	  		$	1,032.3	  	
	  	 	 	 	  	 	 	 	
Capital lease assets, net
Included within property, plant and equipment, net are assets related to capital leases where the company is the lessee. The below table summarizes the cost and accumulated depreciation related to these assets:

(in millions)	  	March 31,
2015	 	  	December 31,
2014	 	
Capital lease assets, at cost	  	$	13.8	  	  	$	2.6	  	
Less: accumulated depreciation	  	 	(0.6	) 	  	 	—  	  	
	  	 	 	 	  	 	 	 	
Capital lease assets, net		$	13.2	  		$	2.6	  	
	  	 	 	 	  	 	 	 	
Intangible assets, net
The gross carrying amounts and accumulated amortization of the Company’s intangible assets were as follows:

 	  	March 31, 2015	 	  	December 31, 2014	 	
(in millions)	  	Gross	 	  	Accumulated
Amortization	 	  	Net	 	  	Gross	 	  	Accumulated
Amortization	 	  	Net	 	
Intangible assets:	  				  				  				  				  				  				
Customer relationships	  	$	907.2	  	  	$	399.7	  	  	$	507.5	  	  	$	930.7	  	  	$	390.8	  	  	$	539.9	  	
Other	  	 	156.9	  	  	 	126.3	  	  	 	30.6	  	  	 	161.6	  	  	 	126.6	  	  	 	35.0	  	
	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	
Total intangible assets		$	1,064.1	  		$	526.0	  		$	538.1	  		$	1,092.3	  		$	517.4	  		$	574.9	  	
	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	
Other intangible assets consist of intellectual property trademarks, trade names, supplier relationships, non-compete agreements and exclusive distribution rights.
Other accrued expenses
Other accrued expenses that were greater than five percent of total current liabilities consisted of customer prepayments and deposits, which were $75.5 million and $83.2 million as of March 31, 2015 and December 31, 2014, respectively.
13. Fair value measurements
Items measured at fair value on a recurring basis
The fair value of forward currency contracts is calculated by reference to current forward exchange rates for contracts with similar maturity profiles. The fair value of interest rate swaps is determined by estimating the net
 
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Table of Contents
UNIVAR INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
 
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.
Derivative financial instruments are recorded in the condensed consolidated balance sheets as either an asset or liability at fair value. For derivative contracts with the same counterparty where the Company has a master netting arrangement with the counterparty, the fair value of the asset/liability is presented on a net basis within the condensed consolidated balance sheets. The net amounts included in prepaid and other current assets were $0.3 million and $0.1 million and included in other accrued expenses were $1.4 million and $0.5 million as of March 31, 2015 and December 31, 2014, respectively. The gross values related to forward currency contracts in an asset position was $0.6 million and $0.5 million and in a liability position was $1.7 million and $0.9 million as of March 31, 2015 and December 31, 2014, respectively.
Financial instruments not carried at fair value
The estimated fair value of financial instruments not carried at fair value in the condensed consolidated balance sheets were as follows:

 	  	March 31, 2015	 	  	December 31, 2014	 	
(in millions)	  	Carrying
Amount	 	  	Fair
Value	 	  	Carrying
Amount	 	  	Fair
Value	 	
Financial liabilities:	  				  				  				  				
Long-term debt including current portion (Level 2)	  	$	3,760.5	  	  	$	3,777.5	  	  	$	3,820.2	  	  	$	3,780.4	  	
The fair values of the long-term debt, including the current portions, were based on current market quotes for similar borrowings and credit risk adjusted for liquidity, margins and amortization, as necessary.
Fair value of other financial instruments
The carrying value of cash and cash equivalents, trade accounts receivable, net, trade accounts payable and short-term financing included in the condensed consolidated balance sheets approximate fair value due to their short-term nature.
14. Derivatives
Interest rate swaps
At March 31, 2015 and December 31, 2014, the Company had interest rate swap contracts in place with a total notional amount of $2.0 billion, whereby a fixed rate of interest (weighted average of 1.64%) is paid and a variable rate of interest (greater of 1.25% or three-month LIBOR) is received on the notional amount.
The objective of the hedging instruments is to offset the variability of cash flows in three-month LIBOR indexed debt interest payments, subject to a 1.50% floor, attributable to changes in the aforementioned benchmark interest rate through June 15, 2017 related to the Term B Loan. Changes in the cash flows of each interest rate swap are expected to be highly effective in offsetting the changes in interest payments on a principal balance equal to the notional amount of the derivative, attributable to the hedged risk. The Company applies hedge accounting related to the interest rate swap contracts and has designated the derivative instrument as a cash flow hedge.
 
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Table of Contents
UNIVAR INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
 
As of March 31, 2015, $6.5 million of deferred, net losses on derivative instruments included in accumulated other comprehensive loss are expected to be recognized in earnings during the next 12 months, coinciding with when the hedged items are expected to impact earnings.
The interest rate floor related to the Term B Loan (1.50%) is not identical to the interest rate floor of the interest rate swap contracts (1.25%), which results in hedge ineffectiveness. During the three months ended March 31, 2015 and 2014, a $0.6 million loss and a $0.2 million gain related to hedge ineffectiveness was recognized within other income (expense), net within the condensed consolidated statement of operations, respectively. Refer to “Note 7: Other income (expense), net” for more information.
The effective portion of the gains and losses related to the interest rate swap contracts are initially recorded in accumulated other comprehensive loss and then reclassified into earnings consistent with the underlying hedged item (interest payments). The fair value of interest rate swaps is recorded either in prepaids and other current assets, other assets, other accrued expenses or other long-term liabilities in the condensed consolidated balance sheets. As of March 31, 2015 and December 31, 2014, the current liability of $7.4 million and $7.3 million was included in other accrued expenses, respectively. As of March 31, 2015 and December 31, 2014, the noncurrent liability of $1.1 million and the noncurrent asset of $1.6 million was included in other long-term liabilities and other assets, respectively.
Foreign currency derivatives
The Company uses forward currency contracts to hedge earnings from the effects of foreign exchange relating to certain of the Company’s intercompany and third-party receivables and payables denominated in a foreign currency. These derivative instruments are not formally designated as hedges by the Company and the terms of these instruments range from one to eight months. Forward currency contracts are recorded at fair value in either prepaid expenses and other current assets or other accrued expenses in the condensed consolidated balance sheets, reflecting their short-term nature. The fair value adjustments and gains and losses are included in other income (expense), net within the condensed consolidated statements of operations. Refer to “Note 7: Other income (expense), net” for more information. The total notional amount of undesignated forward currency contracts were $178.0 million and $127.4 million as of March 31, 2015 and December 31, 2014, respectively.
Cash flows associated with derivative financial instruments are recognized in the operating section of the condensed consolidated statements of cash flows.
15. 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 condensed 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 claims or litigation or the potential for future claims or litigation.
 
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Table of Contents
UNIVAR INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
 
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 USA Inc.’s 1986 purchase of McKesson Chemical Company from McKesson Corporation (“McKesson”). Univar USA’s obligation to indemnify McKesson for settlements and judgments arising from asbestos claims is the amount which is in excess of applicable insurance coverage, if any, which may be available under McKesson’s historical insurance coverage. Univar USA is also a defendant in a small number of asbestos claims. As of March 31, 2015, there were fewer than 170 asbestos-related claims for which the Company has liability for defense and indemnity pursuant to the indemnification obligation. Historically, the vast majority of the claims against both McKesson and Univar USA have been dismissed without 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. However, the Company cannot predict the outcome of any present or future claims or litigation and adverse developments could negatively impact earnings or cash flows in a particular future period.
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”) at approximately 124 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, while the Company, with appropriate state or federal agency oversight and approval, is conducting the environmental remediation work at other sites voluntarily. The Company is currently undergoing remediation efforts or is in the process of active review of the need for potential remediation efforts at approximately 106 current or formerly Company-owned/occupied sites. In addition, the Company may be liable for a share of the clean-up of approximately 18 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; changes in the scope of remediation; 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 approximately 2 to 30 years, depending on the specific site and type of remediation project.
On December 9, 2014, the Company was issued a violation notice from the Pollution Control Services Department of Harris County, Texas (“PCS”). The notice relates to claims that the Company’s facility on Luthe Road in Houston, Texas operated with inadequate air emissions controls and improperly discharged certain waste without authorization. On March 6, 2015, PCS notified the Company. that the matter was forwarded to the Harris County District Attorney’s Office with a request for an enforcement action. No such action has commenced. The Company continues to investigate and evaluate the claims.
 
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Table of Contents
UNIVAR INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
 
In April 2015, the Company’s subsidiary Magnablend Inc. was advised that the United States Environmental Protection Agency (“EPA”) was considering bringing an enforcement action against Magnablend. The matter relates to a January 26, 2015 incident at Magnablend’s Waxahachie, Texas facility at which a 300 gallon plastic container of sodium chlorite burst as a result of a chemical reaction. The incident did not result in any injuries. Magnablend is cooperating with the EPA’s investigation. Magnablend has not been provided with the details of an enforcement action.
As of March 31, 2015, the Company has not recorded a liability related to either of these investigations as as any potential loss is neither probable nor estimable at this stage in either investigation.
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. This additional loss or range of losses cannot be recorded at this time, as it is not reasonably estimable.
Changes in total environmental liabilities are as follows:

 	  	Three months ended
March 31,	 	
(in millions)	  	    2015    	 	  	    2014    	 	
Environmental liabilities at beginning of period	  	$	120.3	  	  	$	137.0	  	
Revised obligation estimates	  	 	2.0	  	  	 	1.5	  	
Environmental payments	  	 	(4.4	) 	  	 	(4.4	) 	
Foreign exchange and other	  	 	(0.6	) 	  	 	—  	  	
	  	 	 	 	  	 	 	 	
Environmental liabilities at end of period		$	117.3	  		$	134.1	  	
	  	 	 	 	  	 	 	 	
Environmental liabilities of $30.6 million and $31.1 million were classified as current in other accrued expenses in the condensed consolidated balance sheets as of March 31, 2015 and December 31, 2014, respectively. The long-term portion of environmental liabilities is recorded in other long-term liabilities in the condensed consolidated balance sheets.
Customs and International Trade Laws
In April 2012, the US Department of Justice (“DOJ”) issued a civil investigative demand to the Company in connection with an investigation into the Company’s compliance with applicable customs and international trade laws and regulations relating to the importation of saccharin from 2002 through 2012. The Company also became aware in 2010 of an investigation being conducted by US Customs and Border Patrol (“CBP”) into the Company’s importation of saccharin. Finally, the Company learned that a civil plaintiff had sued the Company and two other defendants in a Qui Tam proceeding, such filing having been made under seal in 2012, and this plaintiff had requested that the DOJ intervene in its lawsuit.
The US government, through the DOJ, declined to intervene in the Qui Tam proceeding in November 2013 and, as a result, the DOJ’s inquiry related to the Qui Tam lawsuit and its investigation demand are now finished. On February 26, 2014, the Qui Tam plaintiff also voluntarily dismissed its lawsuit against the Company. CBP, however, continues its investigation on the importation of saccharin by the Company’s subsidiary, Univar USA Inc. On July 21, 2014, CBP sent the Company a “Pre-Penalty Notice” indicating the imposition of a penalty against Univar USA Inc. in the amount of approximately $84 million. Univar USA Inc. has responded to CBP that the proposed penalty is not justified and on October 1, 2014, the CBP issued a penalty notice to Univar USA Inc. for $84 million. The Company continues to defend this matter vigorously. Univar USA Inc. has not recorded a liability related to this investigation as the Company believes a loss is not probable.
 
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UNIVAR INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
 
16. Segments
Management monitors the operating results of its operating segments separately for the purpose of making decisions about resource allocation and performance assessment. Management evaluates performance on the basis of Adjusted EBITDA. Adjusted EBITDA is defined as consolidated net income (loss), plus the sum of: interest expense, net of interest income; income tax expense; depreciation; amortization; other operating expenses, net; impairment charges; loss on extinguishment of debt; and other income (expense), net.
Transfer prices between operating 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 operating segments. Allocable operating expenses are identified through a review process by management. These costs are allocated to the operating segments on a basis that reasonably approximates the use of services. This is typically measured on a weighted distribution of margin, asset, headcount or time spent.
Other/Eliminations represents the elimination of inter-segment transactions as well as unallocated corporate costs consisting of costs specifically related to parent company operations that do not directly benefit segments, either individually or collectively.
Financial information for the Company’s segments is as follows:

(in millions)	 	USA	 	 	Canada	 	 	EMEA	 	 	Rest of
World	 	 	Other/
Eliminations	 	 	Consolidated	 	
Three Months Ended March 31, 2015	 				 				 				 				 				 				
Net sales:	 				 				 				 				 				 				
External customers	 	$	1,394.8	  	 	$	293.2	  	 	$	476.4	  	 	$	134.7	  	 	$	—  	  	 	$	2,299.1	  	
Inter-segment	 	 	27.5	  	 	 	1.9	  	 	 	0.7	  	 	 	—  	  	 	 	(30.1	) 	 	 	—  	  	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Total net sales		 	1,422.3	  		 	295.1	  		 	477.1	  		 	134.7	  		 	(30.1	) 		 	2,299.1	  	
Cost of goods sold (exclusive of depreciation)		 	1,140.5	  		 	241.8	  		 	375.3	  		 	110.0	  		 	(30.1	) 		 	1,837.5	  	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Gross profit		 	281.8	  		 	53.3	  		 	101.8	  		 	24.7	  		 	—  	  		 	461.6	  	
Outbound freight and handling		 	56.0	  		 	9.9	  		 	16.2	  		 	2.4	  		 	—  	  		 	84.5	  	
Warehousing, selling and administrative		 	133.2	  		 	22.9	  		 	58.4	  		 	14.2	  		 	2.7	  		 	231.4	  	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Adjusted EBITDA		$	92.6	  		$	20.5	  		$	27.2	  		$	8.1	  		$	(2.7	) 		 	145.7	  	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Other operating expenses, net																						 	8.1	  	
Depreciation																						 	32.0	  	
Amortization																						 	21.9	  	
Interest expense, net																						 	63.2	  	
Other income, net																						 	(6.8	) 	
Income tax expense																						 	7.6	  	
	 				 				 				 				 				 	 	 	 	
Net income																						$	19.7	  	
	 				 				 				 				 				 	 	 	 	
Total assets		$	4,144.1	  		$	1,907.3	  		$	991.6	  		$	278.3	  		$	(1,405.0	) 		$	5,916.3	  	
 
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UNIVAR INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)

(in millions)	 	USA	 	 	Canada	 	 	EMEA	 	 	Rest of
World	 	 	Other/
Eliminations	 	 	Consolidated	 	
Three Months Ended March 31, 2014	 				 				 				 				 				 				
Net sales:	 				 				 				 				 				 				
External customers	 	$	1,466.5	  	 	$	319.5	  	 	$	597.8	  	 	$	132.6	  	 	$	—  	  	 	$	2,516.4	  	
Inter-segment	 	 	27.4	  	 	 	3.0	  	 	 	1.0	  	 	 	—  	  	 	 	(31.4	) 	 	 	—  	  	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Total net sales		 	1,493.9	  		 	322.5	  		 	598.8	  		 	132.6	  		 	(31.4	) 		 	2,516.4	  	
Cost of goods sold (exclusive of depreciation)		 	1,214.0	  		 	263.5	  		 	484.1	  		 	113.8	  		 	(31.4	) 		 	2,044.0	  	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Gross profit		 	279.9	  		 	59.0	  		 	114.7	  		 	18.8	  		 	—  	  		 	472.4	  	
Outbound freight and handling		 	54.9	  		 	12.1	  		 	19.2	  		 	1.6	  		 	—  	  		 	87.8	  	
Warehousing, selling and administrative		 	128.1	  		 	24.6	  		 	72.1	  		 	13.5	  		 	0.7	  		 	239.0	  	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Adjusted EBITDA		$	96.9	  		$	22.3	  		$	23.4	  		$	3.7	  		$	(0.7	) 		$	145.6	  	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Other operating expenses, net																						 	21.7	  	
Depreciation																						 	30.6	  	
Amortization																						 	23.7	  	
Loss on extinguishment of debt																						 	1.2	  	
Interest expense, net																						 	63.9	  	
Other expense, net																						 	1.9	  	
Income tax expense																						 	5.4	  	
	 				 				 				 				 				 	 	 	 	
Net loss																						$	(2.8	) 	
	 				 				 				 				 				 	 	 	 	
Total assets		$	4,232.9	  		$	1,805.4	  		$	1,470.5	  		$	273.1	  		$	(1,364.3	) 		$	6,417.6	  	
17. Subsequent events
The Company has evaluated subsequent events through May 6, 2015, the date that these financial statements were available to be issued. Management has concluded there were no events that require recognition or disclosure in these condensed consolidated financial statements except for the acquisition discussed below.
On April 10, 2015, the Company completed an acquisition of 100% of the equity interest in Key Chemical, Inc., or Key, one of the largest distributors of fluoride to municipalities in the United States, which we expect to help us expand our offerings into the municipal and other industrial markets. The acquisition is not expected to have a significant impact on the consolidated financial statements of the Company.
 
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 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board of Directors and Stockholders
Univar Inc.
We have audited the accompanying consolidated balance sheets of Univar Inc. as of December 31, 2014 and 2013, and the related consolidated statements of operations, comprehensive loss, changes in stockholders’ equity and cash flows for each of the three years in the period ended December 31, 2014. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Company’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Univar Inc. at December 31, 2014 and 2013, and the consolidated results of its operations and its cash flows for each of the three years in the period ended December 31, 2014, in conformity with U.S. generally accepted accounting principles.
/s/ Ernst & Young LLP
Chicago, Illinois
February 27, 2015
 
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UNIVAR INC.
 CONSOLIDATED BALANCE SHEETS

 	  	 	 	  	December 31,	 	
(in millions, except share and per share data)	  	Note	 	  	2014	 	 	2013	 	
Assets	  				  				 				
Current assets:	  				  				 				
Cash and cash equivalents	  				  	$	206.0	  	 	$	180.4	  	
Trade accounts receivable, net	  				  	 	1,277.5	  	 	 	1,277.0	  	
Inventories	  				  	 	942.7	  	 	 	893.5	  	
Prepaid expenses and other current assets	  				  	 	158.5	  	 	 	159.5	  	
Deferred tax assets	  	 	7	  	  	 	37.1	  	 	 	39.5	  	
	  				  	 	 	 	 	 	 	 	
Total current assets						 	2,621.8	  		 	2,549.9	  	
	  				  	 	 	 	 	 	 	 	
Property, plant and equipment, net		 	11	  		 	1,032.3	  		 	1,097.1	  	
Goodwill		 	12	  		 	1,767.6	  		 	1,788.4	  	
Intangible assets, net		 	12	  		 	574.9	  		 	682.1	  	
Deferred tax assets		 	7	  		 	15.5	  		 	19.3	  	
Other assets						 	64.5	  		 	80.2	  	
	  				  	 	 	 	 	 	 	 	
Total assets						$	6,076.6	  		$	6,217.0	  	
	  				  	 	 	 	 	 	 	 	
Liabilities and stockholders’ equity													
Current liabilities:													
Short-term financing		 	14	  		$	61.1	  		$	97.5	  	
Trade accounts payable						 	991.9	  		 	1,021.2	  	
Current portion of long-term debt		 	14	  		 	80.7	  		 	79.7	  	
Accrued compensation						 	73.7	  		 	70.1	  	
Other accrued expenses		 	13	  		 	308.1	  		 	321.9	  	
Deferred tax liabilities		 	7	  		 	3.4	  		 	0.5	  	
	  				  	 	 	 	 	 	 	 	
Total current liabilities						 	1,518.9	  		 	1,590.9	  	
	  				  	 	 	 	 	 	 	 	
Long-term debt		 	14	  		 	3,739.5	  		 	3,657.1	  	
Pension and other postretirement benefit liabilities		 	8	  		 	304.5	  		 	241.3	  	
Deferred tax liabilities		 	7	  		 	119.7	  		 	162.1	  	
Other long-term liabilities						 	145.9	  		 	184.3	  	
Commitment and contingencies		 	18	  		 	—  	 		 	—  	 	
Stockholders’ equity:													
Common stock, $0.000000014 par value; 734,625,648 shares authorized; 198,827,395 and 198,364,280 shares issued and outstanding at December 31, 2014 and December 31, 2013, respectively						 	—  	 		 	—  	 	
Additional paid-in capital						 	1,457.6	  		 	1,444.0	  	
Accumulated deficit						 	(1,001.3	) 		 	(981.0	) 	
Accumulated other comprehensive loss		 	10	  		 	(208.2	) 		 	(81.7	) 	
	  				  	 	 	 	 	 	 	 	
Total stockholders’ equity						 	248.1	  		 	381.3	  	
	  				  	 	 	 	 	 	 	 	
Total liabilities and stockholders’ equity						$	6,076.6	  		$	6,217.0	  	
	  				  	 	 	 	 	 	 	 	
The accompanying notes are an integral part of these consolidated financial statements.
 
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UNIVAR INC.
 CONSOLIDATED STATEMENTS OF OPERATIONS

 	  	 	 	  	Year ended December 31,	 	
(in millions, except share and per share data)	  	Note	 	  	2014	 	 	2013	 	 	2012	 	
Net sales	  				  	$	10,373.9	  	 	$	10,324.6	  	 	$	9,747.1	  	
Cost of goods sold (exclusive of depreciation)	  				  	 	8,443.2	  	 	 	8,448.7	  	 	 	7,924.6	  	
	  				  	 	 	 	 	 	 	 	 	 	 	 	
Gross profit						 	1,930.7	  		 	1,875.9	  		 	1,822.5	  	
Operating expenses:																	
Outbound freight and handling						 	365.5	  		 	326.0	  		 	308.2	  	
Warehousing, selling and administrative						 	923.5	  		 	951.7	  		 	907.1	  	
Other operating expenses, net		 	4	  		 	197.1	  		 	12.0	  		 	177.7	  	
Depreciation						 	133.5	  		 	128.1	  		 	111.7	  	
Amortization						 	96.0	  		 	100.0	  		 	93.3	  	
Impairment charges		 	11, 12	  		 	0.3	  		 	135.6	  		 	75.8	  	
	  				  	 	 	 	 	 	 	 	 	 	 	 	
Total operating expenses						 	1,715.9	  		 	1,653.4	  		 	1,673.8	  	
	  				  	 	 	 	 	 	 	 	 	 	 	 	
Operating income						 	214.8	  		 	222.5	  		 	148.7	  	
	  				  	 	 	 	 	 	 	 	 	 	 	 	
Other (expense) income:																	
Interest income						 	8.2	  		 	11.0	  		 	9.0	  	
Interest expense						 	(258.8	) 		 	(305.5	) 		 	(277.1	) 	
Loss on extinguishment of debt		 	14	  		 	(1.2	) 		 	(2.5	) 		 	(0.5	) 	
Other income (expense), net		 	6	  		 	1.1	  		 	(17.6	) 		 	(1.9	) 	
	  				  	 	 	 	 	 	 	 	 	 	 	 	
Total other expense						 	(250.7	) 		 	(314.6	) 		 	(270.5	) 	
	  				  	 	 	 	 	 	 	 	 	 	 	 	
Loss before income taxes						 	(35.9	) 		 	(92.1	) 		 	(121.8	) 	
Income tax (benefit) expense		 	7	  		 	(15.8	) 		 	(9.8	) 		 	75.6	  	
	  				  	 	 	 	 	 	 	 	 	 	 	 	
Net loss						$	(20.1	) 		$	(82.3	) 		$	(197.4	) 	
	  				  	 	 	 	 	 	 	 	 	 	 	 	
Loss per common share:																	
Basic and diluted		 	3	  		$	(0.10	) 		$	(0.42	) 		$	(1.01	) 	
Weighted average common shares outstanding:																	
Basic and diluted		 	3	  		 	197,892,352	  		 	197,060,636	  		 	195,186,585	  	
The accompanying notes are an integral part of these consolidated financial statements.
 
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UNIVAR INC.
 CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

 	  	 	 	  	Year ended December 31,	 	
(in millions)	  	Note	 	  	2014	 	 	2013	 	 	2012	 	
Net loss	  				  	$	(20.1	) 	 	$	(82.3	) 	 	$	(197.4	) 	
Other comprehensive (loss) income, net of tax:	  				  				 				 				
Foreign currency translation	  	 	10	  	  	 	(118.3	) 	 	 	(70.5	) 	 	 	27.6	  	
Pension and other postretirement benefits adjustment	  	 	10	  	  	 	(7.3	) 	 	 	(7.0	) 	 	 	(7.6	) 	
Derivative financial instruments	  	 	10	  	  	 	(0.9	) 	 	 	(2.8	) 	 	 	4.1	  	
	  				  	 	 	 	 	 	 	 	 	 	 	 	
Total other comprehensive (loss) income, net of tax						 	(126.5	) 		 	(80.3	) 		 	24.1	  	
	  				  	 	 	 	 	 	 	 	 	 	 	 	
Comprehensive loss						$	(146.6	) 		$	(162.6	) 		$	(173.3	) 	
	  				  	 	 	 	 	 	 	 	 	 	 	 	
The accompanying notes are an integral part of these consolidated financial statements.
 
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UNIVAR INC.
 CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

(in millions, except share data)	 	Common
stock
(shares)	 	 	Common
stock	 	 	Additional
paid-in
capital	 	 	Accumulated
deficit	 	 	Accumulated
other
comprehensive
income (loss)	 	 	Total	 	
Balance, January 1, 2012	 	 	194,910,000	  	 	$	—  	  	 	$	 1,387.1	  	 	$	(701.3	) 	 	$	 (25.5	) 	 	$	660.3	  	
Net loss	 	 	—  	  	 	 	—  	  	 	 	—  	  	 	 	(197.4	) 	 	 	—  	  	 	 	(197.4	) 	
Foreign currency translation adjustment, net of tax ($4.7)	 	 	—  	  	 	 	—  	  	 	 	—  	  	 	 	—  	  	 	 	27.6	  	 	 	27.6	  	
Pension and other postretirement benefits adjustment, net of tax $4.4	 	 	—  	  	 	 	—  	  	 	 	—  	  	 	 	—  	  	 	 	(7.6	) 	 	 	(7.6	) 	
Derivative financial instruments, net of tax ($0.7)	 	 	—  	  	 	 	—  	  	 	 	—  	  	 	 	—  	  	 	 	4.1	  	 	 	4.1	  	
Capital contributions	 	 	2,406,680	  	 	 	—  	  	 	 	26.1	  	 	 	—  	  	 	 	—  	  	 	 	26.1	  	
Share repurchases	 	 	(2,116,519	) 	 	 	—  	  	 	 	(22.4	) 	 	 	—  	  	 	 	—  	  	 	 	(22.4	) 	
Stock option exercises	 	 	1,815,738	  	 	 	—  	  	 	 	18.2	  	 	 	—  	  	 	 	—  	  	 	 	18.2	  	
Stock-based compensation	 	 	1,000,000	  	 	 	—  	  	 	 	17.5	  	 	 	—  	  	 	 	—  	  	 	 	17.5	  	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Balance, December 31, 2012		 	198,015,899	  		$	—  	  		$	1,426.5	  		$	(898.7	) 		$	(1.4	) 		$	526.4	  	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Net loss		 	—  	  		 	—  	  		 	—  	  		 	(82.3	) 		 	—  	  		 	(82.3	) 	
Foreign currency translation adjustment, net of tax $11.4		 	—  	  		 	—  	  		 	—  	  		 	—  	  		 	(70.5	) 		 	(70.5	) 	
Pension and other postretirement benefits adjustment, net of tax $4.6		 	—  	  		 	—  	  		 	—  	  		 	—  	  		 	(7.0	) 		 	(7.0	) 	
Derivative financial instruments, net of tax $1.6		 	—  	  		 	—  	  		 	—  	  		 	—  	  		 	(2.8	) 		 	(2.8	) 	
Capital contributions		 	447,600	  		 	—  	  		 	3.3	  		 	—  	  		 	—  	  		 	3.3	  	
Share repurchases		 	(185,409	) 		 	—  	  		 	(1.8	) 		 	—  	  		 	—  	  		 	(1.8	) 	
Stock option exercises		 	86,190	  		 	—  	  		 	0.9	 		 	—  	  		 	—  	  		 	0.9	  	
Stock-based compensation		 	—  	  		 	—  	  		 	15.1	  		 	—  	  		 	—  	  		 	15.1	  	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Balance, December 31, 2013		 	198,364,280	  		$	—  	  		$	1,444.0	  		$	(981.0	) 		$	(81.7	) 		$	381.3	  	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Net loss		 	—  	  		 	—  	  		 	—  	  		 	(20.1	) 		 	—  	  		 	(20.1	) 	
Foreign currency translation adjustment, net of tax $9.3		 	—  	  		 	—  	  		 	—  	  		 	—  	  		 	(118.3	) 		 	(118.3	) 	
Pension and other postretirement benefits adjustment, net of tax $4.6		 	—  	  		 	—  	  		 	—  	  		 	—  	  		 	(7.3	) 		 	(7.3	) 	
Derivative financial instruments, net of tax $0.5		 	—  	  		 	—  	  		 	—  	  		 	—  	  		 	(0.9	) 		 	(0.9	) 	
Capital contributions		 	316,165	  		 	—  	  		 	3.0	  		 	—  	  		 	—  	  		 	3.0	  	
Share repurchases		 	(697,257	) 		 	—  	  		 	(7.8	) 		 	(0.2	) 		 	—  	  		 	(8.0	) 	
Stock option exercises		 	644,207	  		 	—  	  		 	6.2	  		 	—  	  		 	—  	  		 	6.2	  	
Stock-based compensation		 	200,000	  		 	—  	  		 	12.1	  		 	—  	  		 	—  	  		 	12.1	  	
Excess tax benefit from stock-based compensation		 	—  	  		 	—  	  		 	0.1	  		 	—  	  		 	—  	  		 	0.1	  	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Balance, December 31, 2014		 	198,827,395	  		$	—  	  		$	1,457.6	  		$	(1,001.3	) 		$	(208.2	) 		$	248.1	  	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
The accompanying notes are an integral part of these consolidated financial statements.
 
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UNIVAR INC.
 CONSOLIDATED STATEMENTS OF CASH FLOWS

 	  	 	 	  	Year ended December 31,	 	
(in millions)	  	Note	 	  	2014	 	 	2013	 	 	2012	 	
Operating activities:	  				  				 				 				
Net loss	  				  	$	(20.1	) 	 	$	(82.3	) 	 	$	(197.4	) 	
Adjustments to reconcile net loss to net cash provided by operating activities:	  				  				 				 				
Depreciation and amortization	  				  	 	229.5	  	 	 	228.1	  	 	 	205.0	  	
Impairment charges	  	 	11, 12	  	  	 	0.3	  	 	 	135.6	  	 	 	75.8	  	
Amortization of deferred financing fees and debt discount	  				  	 	16.5	  	 	 	22.7	  	 	 	16.1	  	
Amortization of pension credit from accumulated other comprehensive loss	  	 	8	  	  	 	(11.9	) 	 	 	(11.6	) 	 	 	(12.0	) 	
Pension mark to market loss (gain)	  	 	8	  	  	 	117.8	  	 	 	(73.5	) 	 	 	83.6	  	
Loss on extinguishment of debt	  	 	14	  	  	 	1.2	  	 	 	2.5	  	 	 	0.5	  	
Contingent consideration fair value adjustment	  	 	15	  	  	 	(1.0	) 	 	 	(24.7	) 	 	 	—  	  	
Deferred income taxes	  	 	7	  	  	 	(19.6	) 	 	 	(34.4	) 	 	 	60.4	  	
Recognition of previously uncertain tax benefits	  				  	 	(18.4	) 	 	 	—  	  	 	 	(1.7	) 	
Stock-based compensation expense	  	 	9	  	  	 	12.1	  	 	 	15.1	  	 	 	17.5	  	
Other	  				  	 	3.3	  	 	 	0.5	  	 	 	1.1	  	
Changes in operating assets and liabilities:	  				  				 				 				
Trade accounts receivable, net	  				  	 	(63.2	) 	 	 	9.3	  	 	 	(13.9	) 	
Inventories	  				  	 	(90.9	) 	 	 	41.6	  	 	 	(97.5	) 	
Prepaid expenses and other current assets	  				  	 	(8.2	) 	 	 	15.1	  	 	 	(5.9	) 	
Trade accounts payable	  				  	 	12.7	  	 	 	111.7	  	 	 	(47.4	) 	
Pensions and other postretirement benefit liabilities	  				  	 	(45.0	) 	 	 	(60.3	) 	 	 	(52.2	) 	
Other, net	  				  	 	11.2	  	 	 	(6.1	) 	 	 	(16.5	) 	
	  				  	 	 	 	 	 	 	 	 	 	 	 	
Net cash provided by operating activities						 	126.3	  		 	289.3	  		 	15.5	  	
	  				  	 	 	 	 	 	 	 	 	 	 	 	
Investing activities:																	
Purchases of property, plant and equipment						 	(113.9	) 		 	(141.3	) 		 	(170.1	) 	
Proceeds from sale of property, plant and equipment						 	8.9	  		 	11.6	  		 	4.2	  	
Purchases of businesses, net of cash acquired		 	17	  		 	(42.2	) 		 	(86.0	) 		 	(491.2	) 	
Other						 	(1.0	) 		 	—  	  		 	—  	  	
	  				  	 	 	 	 	 	 	 	 	 	 	 	
Net cash used by investing activities						 	(148.2	) 		 	(215.7	) 		 	(657.1	) 	
	  				  	 	 	 	 	 	 	 	 	 	 	 	
Financing activities:																	
Proceeds from the issuance of long-term debt		 	14	  		 	177.5	  		 	519.0	  		 	745.7	  	
Payments on long-term debt		 	14	  		 	(79.2	) 		 	(579.4	) 		 	(21.6	) 	
Short-term financing, net		 	14	  		 	(8.2	) 		 	(40.0	) 		 	15.8	  	
Financing fees paid		 	14	  		 	(5.4	) 		 	(12.5	) 		 	(8.0	) 	
Capital contributions						 	3.0	  		 	3.3	  		 	26.1	  	
Shares repurchased						 	(8.0	) 		 	(1.8	) 		 	(22.4	) 	
Stock option exercises		 	9	  		 	6.2	  		 	0.9	  		 	18.2	  	
Other						 	(1.8	) 		 	—  	  		 	—  	  	
	  				  	 	 	 	 	 	 	 	 	 	 	 	
Net cash provided by (used by) financing activities						 	84.1	  		 	(110.5	) 		 	753.8	  	
	  				  	 	 	 	 	 	 	 	 	 	 	 	
Effect of exchange rate changes on cash and cash equivalents						 	(36.6	) 		 	(3.6	) 		 	12.4	  	
	  				  	 	 	 	 	 	 	 	 	 	 	 	
Net increase (decrease) in cash and cash equivalents						 	25.6	  		 	(40.5	) 		 	124.6	  	
Cash and cash equivalents at beginning of period						 	180.4	  		 	220.9	  		 	96.3	  	
	  				  	 	 	 	 	 	 	 	 	 	 	 	
Cash and cash equivalents at end of period						$	206.0	  		$	180.4	  		$	220.9	  	
	  				  	 	 	 	 	 	 	 	 	 	 	 	
Supplemental disclosure of cash flow information																	
Cash paid during the period for:																	
Income taxes						$	23.7	  		$	24.1	  		$	69.5	  	
Interest, net of capitalized interest						 	238.5	  		 	274.0	  		 	235.3	  	
Non-cash activities:																	
Additions of property, plant and equipment included in trade accounts payable and other accrued expenses						 	9.3	  		 	7.2	  		 	16.8	  	
Additions of property, plant and equipment under a capital lease obligation						 	2.6	  		 	—  	  		 	—  	  	
The accompanying notes are an integral part of these consolidated financial statements.
 
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UNIVAR INC.
 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
1. Nature of operations
Headquartered in Downers Grove, Illinois, Univar Inc. (“the Company” or “Univar”) is a leading global distributor of commodity and specialty chemicals. The Company’s operations are structured into four operating segments that represent the geographic areas under which the Company manages its business:
 
 	•	 	Univar USA (“USA”)	
 
 	•	 	Univar Canada (“Canada”)	
 
 	•	 	Univar Europe, the Middle East and Africa (“EMEA”)	
 
 	•	 	Rest of World (“Rest of World”)	
Rest of World includes certain developing businesses in Latin America (including Brazil and Mexico) and the Asia-Pacific region.
2. Significant accounting policies
Basis of presentation
The consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”). Unless otherwise indicated, all financial data presented in these consolidated financial statements are expressed in US dollars.
Basis of consolidation
The consolidated financial statements include the financial statements of the Company and its subsidiaries. Subsidiaries are consolidated if the Company has a controlling financial interest, which may exist based on ownership of a majority of the voting interest, or based on the Company’s determination that it is the primary beneficiary of a variable interest entity. The Company did not have any interests in variable interest entities during the years presented in these consolidated financial statements. All intercompany balances and transactions are eliminated in consolidation.
Use of estimates
The preparation of consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the amounts reported and disclosed in the financial statements and accompanying notes. Actual results could differ materially from these estimates.
Cash and cash equivalents
Cash and cash equivalents include all highly-liquid investments with an original maturity at the time of purchase of three months or less that are readily convertible into known amounts of cash. Cash at banks earn interest at floating rates based on daily bank deposit rates.
Trade accounts receivable, net
Trade accounts receivable are stated at the invoiced amount, net of an allowance for doubtful accounts.
In the normal course of business, the Company provides credit to its customers, performs ongoing credit evaluations of these customers and maintains reserves for potential credit losses. In certain situations, the Company will require up-front cash payment, collateral and/or personal guarantees based on the credit worthiness of the customer.
 
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UNIVAR INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
 
The allowance for doubtful accounts was $11.8 million and $17.3 million at December 31, 2014 and 2013, respectively. The allowance for doubtful accounts is estimated based on prior experience, as well as an individual assessment of collectability based on factors that include current ability to pay, bankruptcy and payment history.
Inventories
Inventories consist primarily of products purchased for resale and are stated at the lower of cost or net realizable value. Inventory cost is determined by the weighted average cost method. Inventory cost includes purchase price from suppliers net of any rebates received, inbound freight and handling, and direct labor and other costs incurred to blend and repackage product and excludes depreciation expense. The Company recognized $0.8 million, $7.3 million and $14.6 million of lower of cost or market adjustments to certain of its inventories in the year ended December 31, 2014, 2013 and 2012, respectively. The expense related to these adjustments is included in cost of goods sold (exclusive of depreciation) in the consolidated statements of operations.
Supplier incentives
The Company has arrangements with certain suppliers that provide cash discounts when certain measures are achieved, generally related to purchasing volume. Volume rebates are generally earned and realized when the related products are purchased during the year. The reduction in cost of goods sold (exclusive of depreciation) is recorded when the related products, on which the rebate was earned, are sold. Discretionary rebates are recorded when received. The unpaid portion of rebates from suppliers is recorded in prepaid expenses and other current assets in the consolidated balance sheets.
Property, plant and equipment, net
Property, plant and equipment are carried at historical cost, net of accumulated depreciation. Expenditures for improvements that increase asset values and/or extend useful lives are capitalized. The Company capitalizes interest costs on significant capital projects, as an increase to property, plant and equipment. Repair and maintenance costs are expensed as incurred. Depreciation is recorded on a straight-line basis over the estimated useful lives of each asset from the time the asset is ready for its intended purpose, with consideration of any expected residual value.
The estimated useful lives of plant, property and equipment are as follows:

Buildings		 	10-50 years	  	
Main components of tank farms		 	5-40 years	  	
Containers		 	2-15 years	  	
Machinery and equipment		 	5-20 years	  	
Furniture, fixtures and others		 	5-20 years	  	
Information technology		 	3-10 years	  	
The Company evaluates the carrying value of property, plant and equipment for impairment if an event occurs or circumstances change that would indicate the carrying value may not be recoverable. If an asset is tested for possible impairment, the Company compares the carrying amount of an asset to future undiscounted net cash flows expected to be generated by the asset. If the carrying amount of the asset is not recoverable on an undiscounted cash flow basis, an impairment loss is recognized to the extent that the carrying amount exceeds its estimated fair value.
Leasehold improvements are capitalized and amortized over the lesser of the term of the applicable lease, including renewable periods if reasonably assured, or the useful life of the improvement.
 
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UNIVAR INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
 
Refer to “Note 11: Property, plant and equipment, net” for further information.
Goodwill and intangible assets
Goodwill represents the excess of the aggregate purchase price over the fair value of the net assets acquired in business combinations. Goodwill is tested for impairment annually on October 1, or between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount.
Intangible assets consist of customer relationships, intellectual property trademarks, trade names, supplier relationships, non-compete agreements and exclusive distribution rights. Intangible assets have finite lives and are amortized over their respective useful lives of 2 to 20 years. Amortization of intangible assets is based on the pattern in which the economic benefits of the intangible assets are consumed or otherwise used up which is based on the undiscounted cash flows, or when not reliably determined, on a straight-line basis. Intangible assets are tested for impairment if an event occurs or circumstances change that indicates the carrying value may not be recoverable.
Customer relationship intangible assets represent the fair value allocated in purchase price accounting for the ongoing relationships with an existing customer base acquired in a business combination. The fair value of customer relationships is determined using the excess earnings methodology, an income based approach. The excess earnings methodology provides an estimate of the fair value of customer relationship assets by deducting economic costs, including operating expenses and contributory asset charges from revenue expected to be generated by the asset. These estimated cash flows are then discounted to the present value equivalent.
Refer to “Note 12: Goodwill and intangible assets” for further information.
Short-term financing
Short-term financing includes bank overdrafts and short-term lines of credit. Refer to “Note 14: Debt” for further information.
Long-term debt
Long-term debt consists of loans with original maturities greater than one year. Fees paid in connection with the execution of financing agreements are included in other assets and are amortized using the effective interest method over the term of the related debt. Refer to “Note 14: Debt” for further information.
Income taxes
The Company is subject to income taxes in the US and numerous foreign jurisdictions. Significant judgment in the forecasting of taxable income using historical and projected future operating results is required in determining the Company’s provision for income taxes and the related assets and liabilities. The provision for income taxes includes income taxes paid, currently payable or receivable and those deferred.
In the event that the actual outcome of future tax consequences differs from the Company’s estimates and assumptions due to changes or future events such as tax legislation, geographic mix of the earnings, completion of tax audits or earnings repatriation plans, the resulting change to the provision for income taxes could have a material effect on the consolidated statement of operations and consolidated balance sheet.
Deferred tax assets and liabilities are determined based on differences between financial reporting and tax basis of assets and liabilities and are measured using enacted tax rates and laws that are expected to be in effect
 
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Table of Contents
UNIVAR INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
 
when the differences reverse. Deferred tax assets are also recognized for the estimated future effects of tax loss carryforwards. The effect on deferred taxes of changes in tax rates is recognized in the period in which the revised tax rate is enacted.
The Company records valuation allowances to reduce deferred tax assets to the extent it believes more likely than not that a portion of such assets will not be realized. In making such determinations, the Company considers all available positive and negative evidence, including scheduled reversals of deferred tax liabilities, projected future taxable income, tax planning strategies, and the ability to carry back losses to prior years. Realization is dependent upon generating sufficient taxable income prior to expiration of tax attribute carryforwards. Although realization is not assured, management believes it is more likely than not that all of the deferred tax assets will be realized, or if not, a valuation allowance has been recorded. The Company continues to monitor the value of its deferred tax assets, as the amount of the deferred tax assets considered realizable, could be reduced in the near term if estimates of future taxable income during the carryforward periods are reduced, or current tax planning strategies are not implemented.
US GAAP prescribes a recognition threshold and measurement attribute for the accounting and financial statement disclosure of tax positions taken or expected to be taken in a tax return. The evaluation of a tax position is a two-step process. The first step requires the Company to determine whether it is more likely than not that a tax position will be sustained upon examination based on the technical merits of the position. The second step requires the Company to recognize in the financial statements each tax position that meets the more likely than not criteria, measured at the amount of benefit that has a greater than fifty percent likelihood of being realized.
The Company recognizes interest and penalties related to unrecognized tax benefits within interest expense and warehousing, selling and administrative, respectively, in the accompanying consolidated statements of operations. Accrued interest and penalties are included within either other accrued expenses or other long-term liabilities in the consolidated balance sheets.
Refer to “Note 7: Income taxes” for further information.
Pension and other postretirement benefit plans
The Company sponsors several defined benefit and defined contribution plans. The Company’s contributions to defined contribution plans are charged to income during the period of the employee’s service.
The benefit obligation and cost of defined benefit pension plans and other postretirement benefits are calculated based upon actuarial valuations, which involves making assumptions about discount rates, expected rates of return on assets, future salary increases, future health care costs, mortality rates and future pension increases. Due to the long-term nature of these plans, such estimates are subject to significant uncertainty.
The projected benefit obligation is calculated separately for each plan based on the estimated future benefit employees have earned in return for their service based on the employee’s expected date of retirement. Those benefits are discounted to determine the present value of the benefit obligations using the projected unit-credit method. A liability is recognized on the balance sheet for each plan with a projected benefit obligation in excess of plan assets at fair value. An asset is recorded for each plan with plan assets at fair value in excess of the projected benefit obligation.
The Company recognizes the actuarial gains or losses that arise during the period within other operating expenses, net in the consolidated statement of operations. This “mark to market” adjustment is recognized at each
 
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UNIVAR INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
 
December 31, or more frequently if required due to a curtailment or settlement. This adjustment primarily includes gains and losses resulting from changes in discount rates and the difference between the expected rate of return on plan assets and actual plan asset returns. All other components of net periodic benefit cost are classified as warehousing, selling and administrative expenses in the consolidated statements of operations. The Company recognizes prior service costs or credits that arise during the period in other comprehensive loss, and amortizes these items in subsequent periods as components of net periodic benefit cost.
The market value of plan assets is used to calculate the expected return on assets component of the net periodic benefit cost. The Company has elected to use fair value as the market-related value of plan assets.
Refer to “Note 8: Employee benefit plans” for further information.
Leases
All leases that are determined not to meet any of the capital lease criteria are classified as operating leases. Operating lease payments are recognized as an expense in the consolidated statements of operations on a straight-line basis over the lease term. During the periods presented, the Company had no material capital lease arrangements. Refer to “Note 18: Commitments and contingencies” for further information.
Asset retirement obligations
The fair value of liabilities related to the retirement of property is recorded when there is a legal or contractual obligation incurred during normal business operations and the related costs can be estimated. The Company records the asset retirement cost by increasing the carrying cost of the underlying property by the amount of the asset retirement obligation. The asset retirement cost is depreciated over the estimated useful life of the underlying property.
Contingencies
A loss contingency is recorded if it is probable that an asset has been impaired or a liability has been incurred and the amount of the loss can be reasonably estimated. The Company evaluates, among other factors, the degree of probability of an unfavorable outcome and the ability to make a reasonable estimate of the amount of the ultimate loss. Changes in these factors and related estimates could materially affect the Company’s financial position and results of operations. Legal expenses are recorded as legal services are provided. Refer to “Note 18: Commitments and contingencies” for further information.
Environmental liabilities
Environmental contingencies are recognized for probable and reasonably estimable losses associated with environmental remediation. Incremental direct costs of the investigation, remediation effort and post-remediation monitoring are included in the estimated environmental contingencies. Expected cash outflows related to environmental remediation for the next 12 months and amounts for which the timing is uncertain are reported as current within other accrued expenses in the consolidated balance sheets. The long-term portion of environmental liabilities is reported within other long-term liabilities in the consolidated balance sheets on an undiscounted basis, except for sites for which the amount and timing of future cash payments are fixed or reliably determinable. The total discount on environmental liabilities was $2.2 million and $3.8 million at December 31, 2014 and 2013, respectively. The discount rate used in the present value calculation was 2.2% and 3.0% as of December 31, 2014 and 2013, respectively, which represent risk-free rates. Environmental remediation expenses are included within warehousing, selling and administrative expenses in the consolidated statements of operations, unless associated with disposed operations, in which case such expenses are included in other operating expenses, net.
 
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UNIVAR INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
 
Environmental costs are capitalized if the costs extend the life of the property, increase its capacity and/or mitigate or prevent contamination from future operations.
Refer to “Note 18: Commitments and contingencies” for further information.
Revenue recognition
The Company recognizes net sales when persuasive evidence of an arrangement exists, delivery of products has occurred or services are provided to customers, the sales price is fixed or determinable and collectability is reasonably assured. Net sales includes product sales, billings for freight and handling charges and fees earned for services provided, net of any discounts, returns, customer rebates and sales or other revenue-based tax. The Company recognizes product sales and billings for freight and handling charges when products are considered delivered to the customer under the terms of the sale. Fee revenues are recognized when services are completed.
The Company’s sales to customers in the agriculture end-market, principally in Canada, often provide for a form of inventory protection through credit and re-bill as well as understandings pursuant to which certain price changes from chemical producers may be passed through to the customer. These arrangements require us to make estimates of potential returns of unused chemicals as well as revenue deferral to the extent the sales price is not considered determinable. The estimates used to determine the amount of revenue associated with product likely to be returned are based on past experience adjusted for any current market conditions.
Foreign currency translation
The functional currency of the Company’s subsidiaries is the local currency, unless the primary economic environment requires the use of another currency. Transactions denominated in foreign currencies are translated into the functional currency of each subsidiary at the rate of exchange on the date of transaction. Monetary assets and liabilities denominated in foreign currencies are translated into the functional currency of each subsidiary at period-end exchange rates. These foreign currency transaction gains and losses are recognized in other income (expense), net in the consolidated statements of operations.
Foreign currency gains and losses relating to intercompany borrowings that are considered a part of the Company’s investment in a foreign subsidiary are reflected as a component of currency translation within accumulated other comprehensive loss in stockholders’ equity. In the years ended December 31, 2014, 2013 and 2012, total foreign currency gains (losses) related to such intercompany borrowings were $7.1 million, $(7.5) million and $(13.2) million, respectively.
Assets and liabilities of foreign subsidiaries are translated into US dollars at period-end exchange rates. Income and expense accounts of foreign subsidiaries are translated at the average exchange rates for the period. The net exchange gains and losses arising on this translation are reflected as a component of currency translation within accumulated other comprehensive loss in stockholders’ equity.
Stock-based compensation plans
The Company measures the total amount of employee stock-based compensation expense for a grant based on the grant date fair value of each award and recognizes the stock-based compensation expense on a straight-line basis over the requisite service period for each separately vesting tranche of an award. Stock-based compensation is based on awards expected to vest and, therefore, has been reduced by estimated forfeitures. Stock-based compensation expense is classified within other operating expenses, net in the consolidated statements of operations. Refer to “Note 9: Stock-based compensation” for further information.
 
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UNIVAR INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
 
Share repurchases
The Company does not hold any treasury shares as all shares of common stock are retired upon repurchase. Furthermore, when share repurchases occur and the common stock is retired, the excess of repurchase price over par is allocated between additional paid-in capital and accumulated deficit such that the portion allocated to additional paid-in-capital being limited to the additional paid-in-capital created from that particular share issuance (i.e. the book value of those shares) plus any resulting leftover additional paid-in-capital from previous share repurchases in instances where the repurchase price was lower than the original issuance price.
Fair value
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. US GAAP specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect the Company’s market assumptions. These two types of inputs have created the following fair-value hierarchy:
 
 	Level	1 Quoted prices for identical instruments in active markets.	
 
 	Level	2 Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuation in which all significant inputs and significant value drivers are observable in active markets.	
 
 	Level	3 Valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable .	
When available, the Company uses quoted market prices to determine fair value and classifies such items as Level 1. In cases where a market price is not available, the Company will make use of observable market-based inputs to calculate fair value, in which case the items are classified as Level 2. If quoted or observable market prices are not available, fair value is based upon internally developed valuation techniques that use, where possible, current market-based or independently sourced market information. Items valued using internally generated valuation techniques are classified according to the lowest level input that is significant to the valuation, and may be classified as Level 3 even though there may be significant inputs that are readily observable. Refer to “Note 15: Fair value measurements” for further information.
Certain financial instruments, such as derivative financial instruments, are required to be measured at fair value on a recurring basis. Other financial instruments, such as the Company’s own debt, are not required to be measured at fair value on a recurring basis. Under current accounting guidance, the Company may make an irrevocable election to measure financial instruments and certain other items at fair value. The Company has not elected to apply this fair value option for eligible items.
Derivatives
The Company uses derivative financial instruments, such as foreign currency contracts, interest rate swaps and interest rate caps, to manage its risks associated with foreign currency and interest rate fluctuations. Derivative financial instruments are recorded in the consolidated balance sheets as either an asset or liability at fair value. For derivative contracts with the same counterparty where the Company has a master netting arrangement with the counterparty, the fair value of the asset/liability is presented on a net basis within the consolidated balance sheets. Refer to “Note 15: Fair value measurements” for additional information relating to the gross and net balances of derivative contracts. Changes in the fair value of derivative financial instruments
 
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UNIVAR INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
 
are recognized in the consolidated statements of operations unless specific hedge accounting criteria are met. Cash flows associated with derivative financial instruments are recognized in the operating section of the consolidated statements of cash flows.
For the purpose of hedge accounting, derivatives are classified as either fair value hedges, where the instrument hedges the exposure to changes in the fair value of a recognized asset or liability, or cash flow hedges, where the instrument hedges the exposure to variability in cash flows that are either attributable to a particular risk associated with a recognized asset or liability or a highly probable forecasted transaction. Gains and losses on derivatives that meet the conditions for fair value hedge accounting are recognized immediately in the consolidated statements of operations, along with the offsetting gain or loss on the related hedged item. For derivatives that meet the conditions for cash flow hedge accounting, the effective portion of the gain or loss on the derivative is recognized in accumulated other comprehensive loss on the consolidated balance sheet and the ineffective portion is recognized immediately in other income (expense), net within the consolidated statement of operations. Amounts in accumulated other comprehensive loss are reclassified to the consolidated statement of operations in the same period in which the hedged transactions affect earnings.
For derivative instruments designated as hedges, the Company formally documents the hedging relationship to the hedged item and its risk management strategy. The Company assesses the effectiveness of its hedging instruments at inception and on an ongoing basis. Hedge accounting is discontinued when the hedging instrument is sold, expired, terminated or exercised, or no longer qualifies for hedge accounting.
Refer to “Note 16: Derivatives” for further information.
Earnings per share
Basic earnings per share is based on the weighted average number of common shares outstanding during each period, which excludes nonvested restricted stock and stock options. Diluted earnings per share is based on the weighted average number of common shares and dilutive common share equivalents outstanding during each period. The Company reflects common share equivalents relating to stock options and nonvested restricted stock in its computation of diluted weighted average shares outstanding unless the effect of inclusion is anti-dilutive. The effect of dilutive securities is calculated using the treasury stock method. Refer to “Note 3: Earnings per share” for further information.
Recently issued and adopted accounting pronouncements
In July 2013, the Financial Accounting Standard Board (“FASB”) issued Accounting Standards Update (“ASU”) 2013-11, “Presentation of an Unrecognized Tax Benefit when a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists”, requiring the standard presentation of an unrecognized tax benefit when a carryforward related to net operating losses or other tax credits exist. The standard is effective for fiscal years, and interim periods within those years, beginning after December 15, 2013 for public companies. For nonpublic entities, the effective dates are for fiscal years, and interim periods within those years, beginning after December 15, 2014, although early adoption is permitted. The Company adopted the standard for its year beginning after December 15, 2013, making this change effective as of January 1, 2014. The Company completed an analysis of all jurisdictions in which tax attribute carryforwards and unrecognized tax benefits existed, noting that no change in presentation was required. In addition, there was no impact to the Company’s December 31, 2013 balance sheet as a result of adopting ASU 2013-11.
Accounting pronouncements issued but not yet adopted
In April 2014, the FASB issued ASU 2014-08 “Reporting Discontinued Operations and Disclosure of Disposals of Components of an Entity”, which changes the criteria for reporting discontinued operations. This
 
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UNIVAR INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
 
guidance will be applied prospectively and is effective for fiscal years, and interim periods within those years, beginning after December 15, 2014 for public companies. For nonpublic companies, this guidance will be applied prospectively within annual periods beginning on or after December 15, 2014, and interim periods within annual periods beginning on or after December 15, 2015. Early adoption is permitted, but only for disposals (or classifications as held for sale) that have not been reported in financial statements previously issued or available for issuance. The Company believes the guidance will not have a material impact on its consolidated financial statements and plans to adopt the guidance during the first quarter of 2015.
In May 2014, the FASB issued ASU 2014-09 “Revenue from Contracts with Customers” (Topic 606), which supersedes the revenue recognition requirements in Accounting Standards Codification (“ASC”) 605, “Revenue Recognition.” The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The ASU also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. For public companies, this guidance is effective and will be applied for fiscal years, and interim periods within those years, beginning after December 15, 2016. For nonpublic companies, this guidance is effective and will be applied for fiscal years beginning after December 15, 2017 and for interim periods within annual periods beginning after December 15, 2018. Adoption is not permitted until January 1, 2017 for either public or private companies. The guidance is to be applied using one of two retrospective application methods. The Company is currently evaluating the impact of the adoption of this ASU on its internal processes, operating results, and financial reporting. The impact is currently not known or reasonably estimable.
In August 2014, the FASB issued ASU 2014-15 “Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern.” The core principle of the guidance is that an entity’s management should evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the entity’s ability to continue as a going concern within one year after the date that the financial statements are available to be issued. When management identifies conditions or events that raise substantial doubt about an entity’s ability to continue as a going concern, management should consider whether its plans that are intended to mitigate those relevant conditions or events that will alleviate the substantial doubt are adequately disclosed in the footnotes to the financial statements. This guidance will be effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. Early adoption is permitted. The Company believes the guidance will not have a material impact on its consolidated financial statements.
3. Earnings per share
The following table presents the basic and diluted earnings per share computations:

 	  	Year ended December 31,	 	
(in millions, except share and per share data)	  	2014	 	  	2013	 	  	2012	 	
Net loss	  	$	(20.1	) 	  	$	(82.3	) 	  	$	(197.4	) 	
Weighted average common shares outstanding—basic and diluted(1)	  	 	197,892,352	  	  	 	197,060,636	  	  	 	195,186,585	  	
	  	 	 	 	  	 	 	 	  	 	 	 	
Basic and diluted loss per common share		$	(0.10	) 		$	(0.42	) 		$	(1.01	) 	

(1)	Stock options to purchase approximately 10.0 million, 10.3 million and 10.2 million shares of common stock and restricted stock of 0.7 million, 0.8 million and 1.0 million were outstanding during 2014, 2013 and	
 
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UNIVAR INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
 
 	2012, respectively, but were not included in the calculation of diluted earnings per share as the impact of these stock options and restricted stock would have been anti-dilutive.	
4. Other operating expenses, net
Other operating expenses, net consisted of the following items:

 	  	Year ended December 31,	 	
(in millions)	  	2014	 	  	2013	 	  	2012	 	
Pension mark to market loss (gain)	  	$	117.8	  	  	$	(73.5	) 	  	$	83.6	  	
Acquisition and integration related expenses	  	 	3.7	  	  	 	5.0	  	  	 	17.7	  	
Contingent consideration fair value adjustments	  	 	(1.0	) 	  	 	(24.7	) 	  	 	—  	  	
Stock-based compensation expense	  	 	12.1	  	  	 	15.1	  	  	 	17.5	  	
Redundancy and restructuring	  	 	46.2	  	  	 	65.8	  	  	 	24.2	  	
Advisory fees to CVC and CD&R(1)	  	 	5.9	  	  	 	5.2	  	  	 	5.2	  	
French penalty(2)	  	 	—  	  	  	 	(4.8	) 	  	 	17.2	  	
Other	  	 	12.4	  	  	 	23.9	  	  	 	12.3	  	
	  	 	 	 	  	 	 	 	  	 	 	 	
Total other operating expenses, net		$	197.1	  		$	12.0	  		$	177.7	  	

(1)	Significant stockholders CVC Capital Partners (“CVC”) and Clayton, Dubilier & Rice, LLC (“CD&R”)	
(2)	The Company’s French penalty accrual of $7.7 million at December 31, 2011 was increased during 2012 and then reduced to $0.0 million at December 31, 2013 after the fine of $19.91 million (€15.18 million) was paid. Refer to “Note 18: Commitments and contingencies” for further information on the French penalty.	
5. Redundancy and restructuring
Redundancy and restructuring charges relate to the implementation of several regional strategic initiatives aimed at streamlining the Company’s cost structure and improving its operations primarily within the USA and EMEA operating segments. These actions primarily resulted in workforce reductions, lease termination costs, relocation of the Company’s headquarters, and other facility rationalization costs.

(in millions)	  	January 1,
2014	 	  	Charge to
earnings	 	  	Cash paid	 	 	Non-cash
and other	 	 	December 31,
2014	 	
Employee termination costs	  	$	26.7	  	  	$	25.1	  	  	$	(21.7	) 	 	$	(2.3	) 	 	$	27.8	  	
Facility exit costs(1)	  	 	7.8	  	  	 	14.9	  	  	 	(2.1	) 	 	 	(0.2	) 	 	 	20.4	  	
Other exit costs	  	 	0.3	  	  	 	6.2	  	  	 	(5.9	) 	 	 	(0.3	) 	 	 	0.3	  	
	  	 	 	 	  	 	 	 	  	 	 	 	 	 	 	 	 	 	 	 	
Total		$	34.8	  		$	46.2	  		$	(29.7	) 		$	(2.8	) 		$	48.5	  	

(1)	During the year ended December 31, 2014, facility exit costs were revised by $8.8 million due to changes in estimated sub-lease income and are included within current period redundancy and restructuring charges in other operating expenses, net in the consolidated statement of operations.	

(in millions)	  	January 1,
2013	 	  	Charge to
earnings	 	  	Cash paid	 	 	Non-cash
and other	 	  	December 31,
2013	 	
Employee termination costs	  	$	20.6	  	  	$	47.3	  	  	$	(41.2	) 	 	$	—  	  	  	$	26.7	  	
Facility exit costs	  	 	0.3	  	  	 	14.0	  	  	 	(8.9	) 	 	 	2.4	  	  	 	7.8	  	
Other exit costs	  	 	1.1	  	  	 	4.5	  	  	 	(5.3	) 	 	 	—  	  	  	 	0.3	  	
	  	 	 	 	  	 	 	 	  	 	 	 	 	 	 	 	  	 	 	 	
Total		$	22.0	  		$	65.8	  		$	(55.4	) 		$	2.4	  		$	34.8	  	

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UNIVAR INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
 
Redundancy and restructuring liabilities of $32.3 million were classified as current in other accrued expenses in the consolidated balance sheet as of December 31, 2014. The long-term portion of redundancy and restructuring liabilities of $16.2 million were recorded in other long-term liabilities in the consolidated balance sheet as of December 31, 2014 and primarily consists of facility exit costs that are expected to be paid within the next six years.
While the Company believes the recorded redundancy and restructuring liabilities are adequate, revisions to current estimates may be recorded in future periods based on new information as it becomes available. The Company expects to continue executing initiatives to optimize its operating margin. As such, the Company expects further expenses related to workforce reductions, lease termination costs, and other facility rationalization costs when those restructuring plans are finalized and related expenses are estimable.
6. Other income (expense), net
Other income (expense), net consisted of the following gains (losses):

 	  	Year ended December 31,	 	
(in millions)	  	2014	 	  	2013	 	  	2012	 	
Foreign currency transactions	  	$	7.7	  	  	$	(11.0	) 	  	$	(1.3	) 	
Undesignated foreign currency derivative instruments	  	 	(3.9	) 	  	 	(0.2	) 	  	 	6.6	  	
Ineffective portion of cash flow hedges	  	 	0.2	  	  	 	(0.2	) 	  	 	—  	  	
Debt refinancing costs	  	 	—  	  	  	 	(6.2	) 	  	 	(7.2	) 	
Other	  	 	(2.9	) 	  	 	—  	  	  	 	—  	  	
	  	 	 	 	  	 	 	 	  	 	 	 	
Total other income (expense), net		$	1.1	  		$	(17.6	) 		$	(1.9	) 	
	  	 	 	 	  	 	 	 	  	 	 	 	
7. Income taxes
For financial reporting purposes, loss before income taxes includes the following components:

 	  	Year ended December 31,	 	
(in millions)	  	2014	 	  	2013	 	  	2012	 	
Income (loss) before income taxes	  				  				  				
United States	  	$	(6.4	) 	  	$	5.1	  	  	$	(8.5	) 	
Foreign	  	 	(29.5	) 	  	 	(97.2	) 	  	 	(113.3	) 	
	  	 	 	 	  	 	 	 	  	 	 	 	
Total loss before income taxes		$	(35.9	) 		$	(92.1	) 		$	(121.8	) 	

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UNIVAR INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
 
The (benefit) expense for income taxes is summarized as follows:

 	  	Year ended December 31,	 	
(in millions)	  	2014	 	  	2013	 	  	2012	 	
Current:	  				  				  				
Federal	  	$	(18.6	) 	  	$	1.0	  	  	$	(9.1	) 	
State	  	 	5.4	  	  	 	7.0	  	  	 	2.5	  	
Foreign	  	 	17.0	  	  	 	16.6	  	  	 	21.8	  	
	  	 	 	 	  	 	 	 	  	 	 	 	
Total current		 	3.8	  		 	24.6	  		 	15.2	  	
	  	 	 	 	  	 	 	 	  	 	 	 	
Deferred:													
Federal		 	(11.3	) 		 	(34.0	) 		 	76.2	  	
State		 	(1.0	) 		 	(0.4	) 		 	0.4	  	
Foreign		 	(7.3	) 		 	—  	  		 	(16.2	) 	
	  	 	 	 	  	 	 	 	  	 	 	 	
Total deferred		 	(19.6	) 		 	(34.4	) 		 	60.4	  	
	  	 	 	 	  	 	 	 	  	 	 	 	
Total income tax (benefit) expense		$	(15.8	) 		$	(9.8	) 		$	75.6	  	
	  	 	 	 	  	 	 	 	  	 	 	 	
The reconciliation between the US statutory tax rate and the Company’s effective tax rate is presented as follows:

 	  	Year ended December 31,	 	
(in millions)	  	2014	 	  	2013	 	  	2012	 	
US federal statutory income tax benefit applied to loss before income taxes	  	$	(12.6	) 	  	$	(32.2	) 	  	$	(42.6	) 	
State income taxes, net of federal benefit	  	 	1.8	  	  	 	4.8	  	  	 	4.2	  	
Foreign tax rate differential	  	 	(4.2	) 	  	 	(7.0	) 	  	 	(6.1	) 	
Foreign losses not benefited	  	 	21.7	  	  	 	33.3	  	  	 	11.8	  	
Valuation allowance	  	 	—  	  	  	 	—  	  	  	 	89.2	  	
Effect of flow-through entities	  	 	3.6	  	  	 	(10.8	) 	  	 	4.3	  	
Adjustment to prior year tax due to changes in estimates	  	 	0.2	  	  	 	(7.7	) 	  	 	(0.1	) 	
Non-taxable interest income	  	 	(13.8	) 	  	 	(14.7	) 	  	 	(15.6	) 	
Non-deductible interest expense	  	 	1.1	  	  	 	2.2	  	  	 	—  	  	
Non-deductible stock-based compensation	  	 	0.3	  	  	 	0.8	  	  	 	3.4	  	
Non-deductible expense	  	 	2.9	  	  	 	7.2	  	  	 	4.4	  	
Goodwill impairment	  	 	—  	  	  	 	26.0	  	  	 	12.6	  	
Tax deductible goodwill	  	 	—  	  	  	 	(6.7	) 	  	 	—  	  	
Changes in contingent consideration	  	 	(0.3	) 	  	 	(8.6	) 	  	 	—  	  	
Recognition of previously uncertain tax benefits	  	 	(18.4	) 	  	 	—  	  	  	 	(1.7	) 	
Change in statutory income tax rates	  	 	0.4	  	  	 	3.8	  	  	 	2.0	  	
French indirect tax penalty	  	 	—  	  	  	 	(1.8	) 	  	 	6.1	  	
Withholding and other taxes based on income	  	 	0.9	  	  	 	—  	  	  	 	—  	  	
Foreign exchange rate remeasurement	  	 	0.7	  	  	 	—  	  	  	 	—  	  	
Other	  	 	(0.1	) 	  	 	1.6	  	  	 	3.7	  	
	  	 	 	 	  	 	 	 	  	 	 	 	
Total income tax (benefit) expense		$	(15.8	) 		$	(9.8	) 		$	75.6	  	

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UNIVAR INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
 
The consolidated deferred tax assets and liabilities are detailed as follows:

 	  	December 31,	 	
(in millions)	  	2014	 	  	2013	 	
Deferred tax assets:	  				  				
Net operating loss carryforwards	  	$	107.2	  	  	$	130.5	  	
Environmental reserves	  	 	47.5	  	  	 	53.5	  	
Interest	  	 	87.2	  	  	 	93.2	  	
Tax credit and capital loss carryforwards	  	 	16.6	  	  	 	16.8	  	
Pension	  	 	106.5	  	  	 	82.0	  	
Flow-through entities	  	 	39.5	  	  	 	36.4	  	
Stock options	  	 	13.3	  	  	 	11.3	  	
Inventory	  	 	7.3	  	  	 	5.1	  	
Other temporary differences	  	 	44.4	  	  	 	39.1	  	
	  	 	 	 	  	 	 	 	
Gross deferred tax assets		 	469.5	  		 	467.9	  	
Valuation allowance		 	(204.1	) 		 	(201.1	) 	
	  	 	 	 	  	 	 	 	
Deferred tax assets, net of valuation allowance		 	265.4	  		 	266.8	  	
	  	 	 	 	  	 	 	 	
Deferred tax liabilities:									
Property, plant and equipment, net		 	(176.6	) 		 	(193.2	) 	
Intangible assets		 	(155.5	) 		 	(176.2	) 	
Other temporary differences		 	(3.8	) 		 	(1.2	) 	
	  	 	 	 	  	 	 	 	
Deferred tax liabilities		 	(335.9	) 		 	(370.6	) 	
	  	 	 	 	  	 	 	 	
Net deferred tax liability		$	(70.5	) 		$	(103.8	) 	
	  	 	 	 	  	 	 	 	
The changes in the valuation allowance were as follows:

 	  	December 31,	 	
(in millions)	  	2014	 	  	2013	 	
Beginning balance	  	$	201.1	  	  	$	168.4	  	
Increase related to foreign net operating loss carryforwards	  	 	14.8	  	  	 	33.0	  	
Foreign currency	  	 	(12.6	) 	  	 	2.9	  	
Increase (decrease) related to other items	  	 	0.8	  	  	 	(3.2	) 	
	  	 	 	 	  	 	 	 	
Ending balance		$	204.1	  		$	201.1	  	
	  	 	 	 	  	 	 	 	
As of December 31, 2014, the total remaining tax benefit of available federal, state and foreign net operating loss carryforwards recognized on the balance sheet amounted to $16.8 million (tax benefit of operating losses of $106.8 million reduced by a valuation allowance of $90.0 million). Total net operating losses at December 31, 2014 and 2013 amounted to $393.9 million and $455.2 million, respectively. If not utilized, $122.2 million of the available loss carryforwards will expire between 2015 and 2019; subsequent to 2019, approximately $63.5 million will expire. The remaining losses of $208.2 million have an unlimited life. The US federal and certain state net operating loss carryforwards are subject to limitations under Section 382 of the Internal Revenue Code and applicable state tax law. In certain foreign jurisdictions, net operating loss carryforwards may be subject to certain restrictions due to direct or indirect changes in control of the Company.
As the result of intercompany dividend payments from Canada to the US in prior years, the Company has carryforward foreign tax credits. These unused foreign tax credits are subject to a ten-year carryforward life. As
 
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UNIVAR INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
 
of December 31, 2014, the amount of unused foreign tax credits total $10.5 million. If the unused credits are not utilized, $6.6 million and $3.9 million of the unused foreign tax credits will expire in 2015 and 2016, respectively. No benefit relating to the future utilization of the unused foreign tax credits was recorded during the period ended December 31, 2014.
Except as required under US tax law, the Company does not provide for US taxes on approximately $617.9 million of cumulative undistributed earnings of foreign subsidiaries that have not been previously taxed since the Company intends to invest such undistributed earnings indefinitely outside of the US. Determination of the unrecognized deferred tax liability that would be incurred if such amounts were not indefinitely reinvested is not practicable.
The changes in unrecognized tax benefits included in other long-term liabilities, excluding interest and penalties, are as follows:

 	  	Year ended December 31,	 	
(in millions)	  	2014	 	  	2013	 	
Beginning balance	  	$	40.3	  	  	$	40.5	  	
Reductions for tax positions of prior years	  	 	(0.2	) 	  	 	—  	  	
Reductions due to the statute of limitations expiration	  	 	(30.7	) 	  	 	(0.6	) 	
Foreign exchange	  	 	(0.9	) 	  	 	0.4	  	
	  	 	 	 	  	 	 	 	
Ending balance		$	8.5	  		$	40.3	  	
	  	 	 	 	  	 	 	 	
The Company’s unrecognized tax benefit consists largely of foreign interest expense liabilities as of December 31, 2014. The Company believes that it is reasonably possible that approximately $2.9 million of its currently remaining unrecognized tax benefits may be recognized by the end of 2015 as a result of an audit or a lapse of the statute of limitations.
The Company has net $8.5 million and $40.3 million of unrecognized tax benefits at December 31, 2014 and 2013, respectively. As of December 31, 2014, the total amount of unrecognized tax benefits that, if recognized, would affect the effective tax rate for continuing and discontinued operations was $8.5 million. No remaining unrecognized tax benefits relate to tax positions for which ultimate deductibility is highly certain, but for which there is uncertainty as to the timing of such deductibility. Recognition of these tax benefits, if any, would not have an impact on the effective tax rate.
The Company recognizes interest and penalties related to uncertain tax positions as a component of interest expense and warehousing, selling and administrative expense, respectively, in the consolidated statements of operations. The total liability included in other long-term liabilities associated with the interest and penalties was $0.6 million and $5.2 million at December 31, 2014 and 2013, respectively. The Company recorded $0.1 million and $0.5 million in interest expense related to unrecognized tax benefits in the consolidated statements of operations for the years ended December 31, 2014 and 2013, respectively.
The Company files income tax returns in the US and various state and foreign jurisdictions. As of December 31, 2014, the Company’s tax years for 2011 through 2014 are subject to examination by the tax authorities. With limited exceptions or limitations on adjustment due to net operating loss carrybacks or utilization, as of December 31, 2014, the Company generally is no longer subject to US federal, state, local or foreign examinations by tax authorities for years before 2011.
 
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UNIVAR INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
 
In 2007, the outstanding shares of Univar N.V., the ultimate parent of the Univar group, were acquired by investment funds advised by CVC. To facilitate the acquisition of Univar N.V. by CVC, a Canadian restructuring was completed. In February 2013, the Canada Revenue Agency (“CRA”) issued a Notice of Assessment for withholding tax of $29.4 million (Canadian). The Company filed its Notice of Objection to the Assessment in April 2013 and its Notice of Appeal of the Assessment in July 2013. In November 2013, the CRA’s Reply to the Company’s Notice of Appeal was filed with the Tax Court of Canada. In September 2014, the CRA issued the 2008 and 2009 Notice of Reassessments for federal corporate income tax liabilities of $11.9 million (Canadian) and $11.0 million (Canadian), respectively, and a departure tax liability of $9.0 million (Canadian). The estimated 2008 and 2009 provincial corporate income tax liabilities are $6.0 million (Canadian) and $5.8 million (Canadian), respectively. The Company filed its Notice of Objection to the Reassessments in September 2014. The Reassessments reflects the additional tax liability and interest relating to those tax years should the CRA be successful in its assertion of the General Anti-Avoidance Rule relating to the Canadian restructuring described above. At December 31, 2014, the total tax liability assessed to date and the related provincial tax liability, including interest of $28.2 million (Canadian), is $101.3 million (Canadian). The Company expects the matter to be litigated in Tax Court in 2015.
In August 2014, the Company remitted a required deposit on the February 2013 Notice of Assessment relating to the Company’s 2007 tax year by issuing a Letter of Credit in the amount of $44.7 million (Canadian). The Letter of Credit amount reflects the proposed assessment of $29.4 million (Canadian) and accrued interest, and will expire in August, 2015. In addition, in February 2015, the CRA notified the Company it will be required to remit a cash deposit of approximately $21.5 million (Canadian) in March 2015, representing one-half of the September 2014 Notice of Assessment tax liability relating to tax years 2008 and 2009, plus interest. The Company will request judicial review of this additional deposit requirement at the Federal Court (Canada), whereby it will request an abeyance of the deposit requirement for the 2008 and 2009 assessments since such amounts are contingent upon a successful outcome of the 2007 assessment.
The Company has not recorded any liabilities for these matters in its financial statements, as it believes it is more likely than not that the Company’s position will be sustained.
8. Employee benefit plans
Defined benefit pension plans
The Company sponsors defined benefit plans that provide pension benefits for employees upon retirement in certain jurisdictions including the US, Canada, United Kingdom and several other European countries. The Company has final salary and average salary defined benefit plans covering a significant number of its employees.
The US, Canada and United Kingdom defined benefit pension plans are closed to new entrants. Benefits accrued by participants in the United Kingdom plan were frozen as of December 1, 2010. Benefits accrued by participants in the US plans were frozen as of December 31, 2009. These amendments to freeze benefits were made in conjunction with a benefit plan review which provides for enhanced benefits under defined contribution plans available to all employees in the United Kingdom and the US.
 
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UNIVAR INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
 
The following summarizes the Company’s defined benefit pension plans’ projected benefit obligations, plan assets and funded status:

 	  	Domestic	 	 	Foreign	 	 	Total	 	
 	  	Year ended
December 31,	 	 	Year ended
December 31,	 	 	Year ended
December 31,	 	
(in millions)	  	2014	 	 	2013	 	 	2014	 	 	2013	 	 	2014	 	 	2013	 	
Change in projected benefit obligations:	  				 				 				 				 				 				
Actuarial present value of benefit obligations at beginning of year	  	$	615.0	  	 	$	675.2	  	 	$	567.0	  	 	$	560.6	  	 	$	1,182.0	  	 	$	1,235.8	  	
Service cost	  	 	—  	  	 	 	—  	  	 	 	7.0	  	 	 	9.0	  	 	 	7.0	  	 	 	9.0	  	
Interest cost	  	 	31.6	  	 	 	28.6	  	 	 	23.2	  	 	 	21.8	  	 	 	54.8	  	 	 	50.4	  	
Benefits paid	  	 	(28.0	) 	 	 	(25.9	) 	 	 	(21.5	) 	 	 	(21.1	) 	 	 	(49.5	) 	 	 	(47.0	) 	
Actuarial loss (gain	  	 	110.2	  	 	 	(62.9	) 	 	 	85.7	  	 	 	(2.7	) 	 	 	195.9	  	 	 	(65.6	) 	
Foreign exchange and other	  	 	—  	  	 	 	—  	  	 	 	(47.3	) 	 	 	(0.6	) 	 	 	(47.3	) 	 	 	(0.6	) 	
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Actuarial present value of benefit obligations at end of year		$	728.8	  		$	615.0	  		$	614.1	  		$	567.0	  		$	1,342.9	  		$	1,182.0	  	
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Change in the fair value of plan assets:																									
Plan assets at beginning of year		$	476.6	  		$	435.2	  		$	466.3	  		$	425.9	  		$	942.9	  		$	861.1	  	
Actual return on plan assets		 	58.0	  		 	34.0	  		 	78.6	  		 	29.3	  		 	136.6	  		 	63.3	  	
Contributions by employer		 	15.5	  		 	33.3	  		 	31.3	  		 	29.6	  		 	46.8	  		 	62.9	  	
Benefits paid		 	(28.0	) 		 	(25.9	) 		 	(21.5	) 		 	(21.1	) 		 	(49.5	) 		 	(47.0	) 	
Foreign exchange and other		 	—  	  		 	—  	  		 	(38.1	) 		 	2.6	  		 	(38.1	) 		 	2.6	  	
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Plan assets at end of year		 	522.1	  		 	476.6	  		 	516.6	  		 	466.3	  		 	1,038.7	  		 	942.9	  	
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Funded status at end of year		$	(206.7	) 		$	(138.4	) 		$	(97.5	) 		$	(100.7	) 		$	(304.2	) 		$	(239.1	) 	
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Net amounts related to the Company’s defined benefit pension plans recognized in the consolidated balance sheets consist of:

 	  	Domestic	 	 	Foreign	 	 	Total	 	
 	  	December 31,	 	 	December 31,	 	 	December 31,	 	
(in millions)	  	2014	 	 	2013	 	 	2014	 	 	2013	 	 	2014	 	 	2013	 	
Overfunded net benefit obligation in other assets	  	$	—  	  	 	$	—  	  	 	$	—  	  	 	$	0.9	  	 	$	—  	  	 	$	0.9	  	
Current portion of net benefit obligation in other accrued expenses	  	 	(3.3	) 	 	 	(3.1	) 	 	 	(2.2	) 	 	 	(2.5	) 	 	 	(5.5	) 	 	 	(5.6	) 	
Long-term portion of net benefit obligation in pension and other postretirement benefit liabilities	  	 	(203.4	) 	 	 	(135.3	) 	 	 	(95.3	) 	 	 	(99.1	) 	 	 	(298.7	) 	 	 	(234.4	) 	
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Net liability recognized at end of year		$	(206.7	) 		$	(138.4	) 		$	(97.5	) 		$	(100.7	) 		$	(304.2	) 		$	(239.1	) 	

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UNIVAR INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
 
The following table summarizes defined benefit pension plans with accumulated benefit obligations in excess of plan assets:

 	  	Domestic	 	  	Foreign	 	  	Total	 	
 	  	December 31,	 	  	December 31,	 	  	December 31,	 	
(in millions)	  	2014	 	  	2013	 	  	2014	 	  	2013	 	  	2014	 	  	2013	 	
Accumulated benefit obligation	  	$	728.8	  	  	$	615.0	  	  	$	580.3	  	  	$	504.2	  	  	$	1,309.1	  	  	$	1,119.1	  	
Fair value of plan assets	  	 	522.1	  	  	 	476.6	  	  	 	516.6	  	  	 	430.5	  	  	 	1,038.7	  	  	 	907.1	  	
The following table summarizes defined benefit pension plans with projected benefit obligations in excess of plan assets:

 	  	Domestic	 	  	Foreign	 	  	Total	 	
 	  	December 31,	 	  	December 31,	 	  	December 31,	 	
(in millions)	  	2014	 	  	2013	 	  	2014	 	  	2013	 	  	2014	 	  	2013	 	
Projected benefit obligation	  	$	728.8	  	  	$	615.0	  	  	$	614.1	  	  	$	532.1	  	  	$	1,342.9	  	  	$	1,147.1	  	
Fair value of plan assets	  	 	522.1	  	  	 	476.6	  	  	 	516.6	  	  	 	430.5	  	  	 	1,038.7	  	  	 	907.1	  	
The total accumulated benefit obligation for domestic defined benefit pension plans as of December 31, 2014 and 2013 was $728.8 million and $615.0 million, respectively, and for foreign defined benefit pension benefit plans as of December 31, 2014 and 2013 was $580.3 million and $537.6 million, respectively.
The following table summarizes the components of net periodic benefit cost (credit) recognized in the consolidated statements of operations related to defined benefit pension plans:

 	 	Domestic	 	 	Foreign	 	 	Total	 	
 	 	Year ended December 31,	 	 	Year ended December 31,	 	 	Year ended December 31,	 	
(in millions)	 	2014	 	 	2013	 	 	2012	 	 	2014	 	 	2013	 	 	2012	 	 	2014	 	 	2013	 	 	2012	 	
Service cost	 	$	—  	  	 	$	—  	  	 	$	—  	  	 	$	7.0	  	 	$	9.0	  	 	$	8.0	  	 	$	7.0	  	 	$	9.0	  	 	$	8.0	  	
Interest cost	 	 	31.6	  	 	 	28.6	  	 	 	30.2	  	 	 	23.2	  	 	 	21.8	  	 	 	22.2	  	 	 	54.8	  	 	 	50.4	  	 	 	52.4	  	
Expected return on plan assets	 	 	(32.1	) 	 	 	(30.7	) 	 	 	(26.6	) 	 	 	(28.1	) 	 	 	(25.7	) 	 	 	(22.9	) 	 	 	(60.2	) 	 	 	(56.4	) 	 	 	(49.5	) 	
Amortization of unrecognized prior service costs	 	 	—  	  	 	 	—  	  	 	 	—  	  	 	 	—  	  	 	 	0.2	  	 	 	—  	  	 	 	—  	  	 	 	0.2	  	 	 	—  	  	
Mark to market loss (gain)	 	 	84.3	  	 	 	(66.2	) 	 	 	52.9	  	 	 	35.2	  	 	 	(6.3	) 	 	 	31.2	  	 	 	119.5	  	 	 	(72.5	) 	 	 	84.1	  	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Net periodic benefit cost (credit)		$	83.8	  		$	(68.3	) 		$	56.5	  		$	37.3	  		$	(1.0	) 		$	38.5	  		$	121.1	  		$	(69.3	) 		$	95.0	  	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Other postretirement benefit plan
Other postretirement benefits relate to a health care plan for retired employees in the US. In 2009, the Company approved a plan to phase out the benefits provided under this plan by 2020. As a result of this change, the benefit obligation was reduced by $76.8 million and a curtailment gain of $73.1 million was recognized in accumulated other comprehensive loss and is being amortized to the consolidated statements of operations over the average future service period, which has approximately 15 months remaining as of December 31, 2014.
 
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UNIVAR INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
 
The following summarizes the Company’s other postretirement benefit plan’s projected benefit obligation, plan assets and funded status:

 	 	Other postretirement
benefits	 	
 	 	Year ended December 31,	 	
(in millions)	 	2014	 	 	2013	 	
Change in projected benefit obligations(1):	 				 				
Actuarial present value of benefit obligations at beginning of year	 	$	7.9	  	 	$	9.5	  	
Service cost	 	 	0.1	  	 	 	0.1	  	
Interest cost	 	 	0.4	  	 	 	0.3	  	
Contributions by participants	 	 	1.0	  	 	 	1.5	  	
Benefits paid	 	 	(1.0	) 	 	 	(2.5	) 	
Actuarial gain	 	 	(1.7	) 	 	 	(1.0	) 	
	 	 	 	 	 	 	 	 	
Actuarial present value of benefit obligations at end of year		$	6.7	  		$	7.9	  	
	 	 	 	 	 	 	 	 	
Change in the fair value of plan assets:									
Plan assets at beginning of year		$	—  	  		$	—  	  	
Contributions by employer		 	—  	  		 	1.0	  	
Contributions by participants		 	1.0	  		 	1.5	  	
Benefits paid		 	(1.0	) 		 	(2.5	) 	
	 	 	 	 	 	 	 	 	
Plan assets at end of year		 	—  	  		 	—  	  	
	 	 	 	 	 	 	 	 	
Funded status at end of year		$	(6.7	) 		$	(7.9	) 	

(1)	—The projected benefit obligation is equivalent to the accumulated benefit obligation for the other postretirement benefit plan.	
Net amounts related to the Company’s other postretirement benefit plan recognized in the consolidated balance sheets consist of:

 	  	Other postretirement benefits	 	
 	  	December 31,	 	
(in millions)	  	2014	 	 	2013	 	
Current portion of net benefit obligation in other accrued expenses	  	$	(0.9	) 	 	$	(1.0	) 	
Long-term portion of net benefit obligation in pension and other postretirement benefit liabilities	  	 	(5.8	) 	 	 	(6.9	) 	
	  	 	 	 	 	 	 	 	
Net liability recognized at end of year		$	(6.7	) 		$	(7.9	) 	

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UNIVAR INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
 
The following table summarizes the components of net periodic benefit credit recognized in the consolidated statements of operations related to other postretirement benefit plans:

 	  	Other postretirement benefits	 	
 	  	Year ended December 31,	 	
(in millions)	  	2014	 	 	2013	 	 	2012	 	
Service cost	  	$	(0.1	) 	 	$	(0.1	) 	 	$	(0.2	) 	
Interest cost	  	 	(0.4	) 	 	 	(0.3	) 	 	 	(0.4	) 	
Amortization of unrecognized prior service credits	  	 	11.9	  	 	 	12.0	  	 	 	12.0	  	
Mark to market gain	  	 	1.7	  	 	 	1.0	  	 	 	0.5	  	
	  	 	 	 	 	 	 	 	 	 	 	 	
Net periodic benefit credit		$	13.1	  		$	12.6	  		$	11.9	  	
	  	 	 	 	 	 	 	 	 	 	 	 	
The following summarizes pre-tax amounts included in accumulated other comprehensive loss related to other postretirement benefit plans:

 	  	Other postretirement
benefits	 	
 	  	December 31,	 	
(in millions)	  	2014	 	  	2013	 	
Net prior service credit	  	$	15.8	  	  	$	27.7	  	
The following table summarizes the amounts in accumulated other comprehensive loss at December 31, 2014 that are expected to be amortized as components of net periodic benefit credit during the next fiscal year related to other postretirement benefit plans:

(in millions)	  	Other
postretirement
benefits	 	
Prior service credit	  	$	11.9	  	
Actuarial assumptions
Defined benefit pension plans
The significant weighted average actuarial assumptions used in determining the benefit obligations and net periodic benefit cost (credit) for the Company’s defined benefit plans are as follows:

 	  	Domestic	 	 	Foreign	 	
 	  	December 31,	 	 	December 31,	 	
 	  	2014	 	 	2013	 	 	2014	 	 	2013	 	
Actuarial assumptions used to determine benefit obligations at end of period:	  				 				 				 				
Discount rate	  	 	4.31	% 	 	 	5.25	% 	 	 	3.51	% 	 	 	4.29	% 	
Expected annual rate of compensation increase	  	 	N/A	  	 	 	N/A	  	 	 	2.80	% 	 	 	2.82	% 	
 
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UNIVAR INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 	  	Domestic	 	 	Foreign	 	
 	  	Year ended December 31,	 	 	Year ended December 31,	 	
 	  	  2014  	 	 	  2013  	 	 	  2012  	 	 	  2014  	 	 	  2013  	 	 	  2012  	 	
Actuarial assumptions used to determine net periodic benefit cost (credit) for the period:	  				 				 				 				 				 				
Discount rate	  	 	5.25	% 	 	 	4.33	% 	 	 	5.27	% 	 	 	4.29	% 	 	 	3.93	% 	 	 	4.53	% 	
Expected rate of return on plan assets	  	 	7.50	% 	 	 	7.50	% 	 	 	7.75	% 	 	 	6.06	% 	 	 	6.13	% 	 	 	6.22	% 	
Expected annual rate of compensation increase	  	 	N/A	  	 	 	N/A	  	 	 	N/A	  	 	 	2.82	% 	 	 	3.04	% 	 	 	3.13	% 	
Discount rates are used to measure benefit obligations and the interest cost component of net periodic benefit cost (credit). The Company selects its discount rates based on the consideration of equivalent yields on high-quality fixed income investments at each measurement date. Discount rates are based on a benefit cash flow-matching approach and represent the rates at which the Company’s benefit obligations could effectively be settled as of the measurement date.
For domestic defined benefit plans, the discount rates are based on a hypothetical bond portfolio approach. The hypothetical bond portfolio is constructed to comprise AA-rated corporate bonds whose cash flow from coupons and maturities match the expected future plan benefit payments.
The discount rate for the foreign defined benefit plans are based on a yield curve approach. For plans in countries with a sufficient corporate bond market, the expected future benefit payments are matched with a yield curve derived from AA-rated corporate bonds, subject to minimum amounts outstanding and meeting other selection criteria. For plans in countries without a sufficient corporate bond market, the yield curve is constructed based on prevailing government yields and an estimated credit spread to reflect a corporate risk premium.
The expected long-term rate of return on plan assets reflects management’s expectations on long-term average rates of return on funds invested to provide for benefits included in the benefit obligations. The long-term rate of return assumptions are based on the outlook for equity and fixed income returns, with consideration of historical returns, asset allocations, investment strategies and premiums for active management when appropriate. Assumptions reflect the expected rates of return at the beginning of the year.
The Company adopted new US mortality tables in the year ended December 31, 2014 for purposes of determining the Company’s mortality assumption used in the US defined benefit plans’ liability calculation. The new assumptions considered the Society of Actuary’s recent mortality experience study and reflect a version of the table and future improvements produced. The updated mortality assumption resulted in an increase of approximately $32.0 million or 4.5% to the benefit obligation as of December 31, 2014 after reflecting the discount rate change.
Other postretirement benefit plan
For the other postretirement benefit plan, the discount rate used to determine the benefit obligation at December 31, 2014 and 2013 was 3.80% and 4.02%, respectively. The discount rate used to determine net periodic benefit credit for the year ended December 31, 2014, 2013 and 2012 was 4.02%, 3.23% and 4.43%, respectively. Health care cost increases did not have a significant impact on the Company’s postretirement benefit obligations in the years presented as a result of the 2009 plan to phase out the health care benefits provided under the US plan.
Plan assets
Plan assets for defined benefit plans are invested in global equity and debt securities through professional investment managers with the objective to achieve targeted risk adjusted returns and to maintain liquidity sufficient
 
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UNIVAR INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
 
to fund current benefit payments. Each funded defined benefit plan has an investment policy that is administered by plan trustees with the objective of meeting targeted asset allocations based on the circumstances of that particular plan. The investment strategy followed by the Company varies by country depending on the circumstances of the underlying plan. Less mature plan benefit obligations are funded by using more equity securities as they are expected to achieve long-term growth while exceeding inflation. More mature plan benefit obligations are funded using a higher allocation of fixed income securities as they are expected to produce current income with limited volatility. The Company has adopted a dynamic investment strategy whereby as the plan funded status improves, the investment strategy is migrated to more liability matching assets, and return seeking assets are reduced. Risk management practices include the use of multiple asset classes for diversification purposes. Specific guidelines for each asset class and investment manager are implemented and monitored.
The weighted average target asset allocation for defined benefit pension plans in the year ended December 31, 2014 is as follows:

 	  	Domestic	 	 	Foreign	 	
Asset category:	  				 				
Equity securities	  	 	50.0	% 	 	 	51.2	% 	
Debt securities	  	 	45.0	% 	 	 	40.3	% 	
Other	  	 	5.0	% 	 	 	8.5	% 	
	  	 	 	 	 	 	 	 	
Total		 	100.0	% 		 	100.0	% 	
	  	 	 	 	 	 	 	 	
Plan asset valuation methodologies are described below:

Fair value methodology	  	Description	
Cash	  	This represents cash at banks. The amount of cash in the bank account represents the fair value.	
		
Investment funds	  	Values are based on the net asset value of the units held at year end. The net asset values are based on the fair value of the underlying assets of the funds, minus their liabilities, and then divided by the number of units outstanding at the valuation date. The funds are traded on private markets that are not active; however, the unit price is based primarily on observable market data of the fund’s underlying assets.	
		
Derivatives	  	Values are based on using the derivative pricing models (e.g., models that incorporate option pricing methodologies, Monte Carlo simulations and discounted cash flows). Price transparency of derivatives can generally be characterized by product type. Interest rate swap prices and other inputs used to value interest rate derivatives are transparent, even for long-dated contracts. Interest rate swaps and options denominated in the currencies of leading industrialized nations are characterized by high trading volumes and tight bid/offer spreads. Interest rate derivatives that reference indices, such as an inflation index, or the shape of the yield curve (e.g., 10-year swap rate vs. 2-year swap rate) are more complex, but the prices and other inputs are generally observable.	
		
Insurance contracts	  	The fair value is based on the present value of the accrued benefit.	
 
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UNIVAR INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
 
Domestic defined benefit plan assets
The Company classified its domestic plan assets according to the fair value hierarchy described in “Note 2: Significant accounting policies.” The following summarizes the fair value of domestic plan assets by asset category and level within the fair value hierarchy.

 	  	December 31, 2014	 	
(in millions)	  	Total	 	  	Level 1	 	  	Level 2	 	
Cash	  	$	2.1	  	  	$	2.1	  	  	$	—  	  	
Investments funds(1)	  	 	520.0	  	  	 	—  	  	  	 	520.0	  	
	  	 	 	 	  	 	 	 	  	 	 	 	
Total		$	522.1	  		$	2.1	  		$	520.0	  	

(1)	This category includes investments in approximately 31.0% in US equities, 18.1% in non-US equities, 45.9% in US corporate bonds and 5.0% in other investments.	

 	  	December 31, 2013	 	
(in millions)	  	Total	 	  	Level 1	 	  	Level 2	 	
Cash	  	$	2.0	  	  	$	2.0	  	  	$	—  	  	
Investments funds(1)	  	 	474.6	  	  	 	—  	  	  	 	474.6	  	
	  	 	 	 	  	 	 	 	  	 	 	 	
Total		$	476.6	  		$	2.0	  		$	474.6	  	

(1)	This category includes investments in approximately 30.7% in US equities, 20.0% in non-US equities, 44.4% in US corporate bonds and 4.9% in other investments.	
Foreign defined benefit plan assets
The Company classified its foreign plan assets according to the fair value hierarchy described in “Note 2: Significant accounting policies.” The following summarizes the fair value of foreign plan assets by asset category and level within the fair value hierarchy:

 	  	December 31, 2014	 	
(in millions)	  	Total	 	  	Level 1	 	  	Level 2	 	  	Level 3	 	
Cash	  	$	1.9	  	  	$	1.9	  	  	$	—  	  	  	$	—  	  	
Investments:	  				  				  				  				
Investment funds(1)	  	 	499.9	  	  	 	—  	  	  	 	499.9	  	  	 	—  	  	
Insurance contracts	  	 	14.8	  	  	 	—  	  	  	 	—  	  	  	 	14.8	  	
	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	
Total investments		 	514.7	  		 	—  	  		 	499.9	  		 	14.8	  	
	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	
Total		$	516.6	  		$	1.9	  		$	499.9	  		$	14.8	  	

(1)	This category includes investments in approximately 11.1% in US equities, 35.9% in non-US equities, 3.6% in US corporate bonds, 9.5% in non-US corporate bonds, 0.7% in US government bonds, 28.8% in non-US government bonds and 10.4% in other investments.	
 
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The following table presents changes in the foreign plan assets valued using significant unobservable inputs (Level 3):

(in millions)	  	Insurance
contracts	 	
Balance at January 1, 2014	  	$	14.2	  	
Actual return on plan assets:	  				
Related to assets still held at year end	  	 	2.0	  	
Purchases, sales and settlements, net	  	 	0.6	  	
Foreign exchange	  	 	(2.0	) 	
	  	 	 	 	
Balance at December 31, 2014		$	14.8	  	
	  	 	 	 	
The following summarizes the fair value of foreign plan assets by asset category and level within the fair value hierarchy:

 	  	December 31, 2013	 	
(in millions)	  	Total	 	  	Level 1	 	  	Level 2	 	  	Level 3	 	
Cash	  	$	0.6	  	  	$	0.6	  	  	$	—  	 	  	$	—  	 	
Investments:	  				  				  				  				
Investment funds(1)	  	 	443.7	  	  	 	—  	 	  	 	443.7	  	  	 	—  	 	
Insurance contracts	  	 	14.2	  	  	 	—  	 	  	 	—  	 	  	 	14.2	  	
Derivatives:	  				  				  				  				
Interest rate swaps—Assets	  	 	9.0	  	  	 	—  	 	  	 	9.0	  	  	 	—  	 	
Interest rate swaps—Liabilities	  	 	(1.2	) 	  	 	—  	 	  	 	(1.2	) 	  	 	—  	 	
	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	
Interest rate swaps—net value		 	7.8	  		 	—  	 		 	7.8	  		 	—  	 	
	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	
Total investments		 	465.7	  		 	—  	 		 	451.5	  		 	14.2	  	
	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	
Total		$	466.3	  		$	0.6	  		$	451.5	  		$	14.2	  	

(1)	This category includes investments in approximately 12.2% in US equities, 36.1% in non-US equities, 0.1% in US corporate bonds, 14.1% in non-US corporate bonds, 0.6% in US government bonds, 30.8% in non-US government bonds and 6.1% in other investments.	
The following table presents changes in the foreign plan assets valued using significant unobservable inputs (Level 3):

(in millions)	  	Insurance
contracts	 	
Balance at January 1, 2013	  	$	12.2	  	
Actual return to plan assets:	  				
Related to assets still held at year end	  	 	0.9	  	
Purchases, sales and settlements, net	  	 	0.5	  	
Foreign exchange	  	 	0.6	  	
	  	 	 	 	
Balance at December 31, 2013		$	14.2	  	
	  	 	 	 	
Contributions
The Company expects to contribute approximately $23.0 million and $29.0 million to its domestic and foreign defined benefit pension plan funds in 2015, respectively, including direct payments to plan participants in
 
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UNIVAR INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
 
unfunded plans. In many countries, local pension protection laws have been put in place, which have introduced minimum funding requirements for qualified pension plans. As a result, the Company’s required contributions to its pension plans may vary in the future.
Benefit payments
The following table shows benefit payments that are projected to be paid in each of the next five years and in aggregate for five years thereafter:

 	  	Defined benefit pension plans	 	  	Other
postretirement
benefits	 	
(in millions)	  	Domestic	 	  	Foreign	 	  	Total	 	  			
2015	  	$	30.7	  	  	$	20.2	  	  	$	50.9	  	  	$	0.9	  	
2016	  	 	32.0	  	  	 	21.1	  	  	 	53.1	  	  	 	1.0	  	
2017	  	 	33.5	  	  	 	22.8	  	  	 	56.3	  	  	 	1.1	  	
2018	  	 	35.2	  	  	 	22.8	  	  	 	58.0	  	  	 	1.2	  	
2019	  	 	36.8	  	  	 	27.1	  	  	 	63.9	  	  	 	1.3	  	
2020 through 2024	  	 	204.4	  	  	 	132.6	  	  	 	337.0	  	  	 	0.5	  	
Defined contribution plans
The Company provides defined contribution plans to assist eligible employees in providing for retirement or other future needs. Under such plans, company contribution expense amounted to $30.8 million, $28.9 million and $26.6 million in the years ended December 31, 2014, 2013 and 2012, respectively.
Multi-employer plans
The Company has 18 union bargaining agreements in the US that stipulate contributions to one of three union pension trusts. These bargaining agreements are generally negotiated on three-year cycles and cover employees in driver and material handler positions at 16 represented locations.
The risks of participating in these multi-employer plans are different from single-employer plans in the following aspects:
 
 	a.	Assets contributed to the multi-employer plan by the Company may be used to provide benefits to employees of other participating employers.	
 
 	b.	If the Company stops contributing to the plan, the unfunded obligations of the plan may be borne by the remaining participating employers.	
 
 	c.	If the Company chooses to stop participating in some of its multi-employer plans, it may be required to pay those plans an amount based on the underfunded status of the plan, referred to as a withdrawal liability.	
The Company’s participation in these plans for the annual period ended December 31, 2014 is outlined in the table below. The “EIN/Pension Plan Number” column provides the Employee Identification Number (EIN) and the three-digit plan number. Unless otherwise noted, the most recent Pension Protection Act (PPA) zone status available in 2014 and 2013 is for the plan’s year end at December 31, 2013 and December 31, 2012, respectively. The zone status is based on information that the Company received from the plan and is certified by the plan’s actuary. Among other factors, plans in the “red zone” are less than 65 percent funded, plans in the “yellow zone” are less than 80 percent funded and plans in the “green zone” are at least 80 percent funded. The “FIP/RP Status Pending/Implemented” column indicates plans for which a financial improvement plan (FIP) or a rehabilitation plan (RP) is either pending or has been implemented. The last column lists the expiration dates of
 
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UNIVAR INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
 
the collective-bargaining agreement(s) to which the plans are subject. There have been no significant changes that affect the comparability of 2014 and 2013 contributions. There are no minimum contributions required for future periods by the collective-bargaining agreements, statutory obligations, or other contractual obligations.

Pension fund	 	EIN/Pension
plan number	 	PPA zone status	 	FIP/RP
status
pending/
implemented	 	 	Contributions(1)	 	 	Surcharge
imposed	 	Expiration
dates of
collective
bargaining
agreement(s)	
	 		 		 			 	Year ended
December 31,	 	 		 		
	 		 	2014	 	2013	 			 	2014	 	 	2013	 	 	2012	 	 		 		
Western Conference of Teamsters Pension Plan	 	91-6145047/001	 	Green	 	Green	 	 	No	  	 	 	$1.4	  	 	 	$1.4	  	 	 	$1.3	  	 	No	 	January 22, 2015 to
July 31, 2017	
										
Central States, Southeast and Southwest Areas Pension Plan	 	36-6044243/001	 	Red as of
January 1,
2013	 	Red	 	 	Implemented	  	 	 	1.1	  	 	 	1.1	  	 	 	1.0	  	 	No	 	January 15, 2015 to
January 31, 2018	
										
New England Teamsters and Trucking Industry Pension Fund	 	04-6372430/001	 	Red as of
October 1,
2013	 	Red as of
October 1,
2012	 	 	Implemented	  	 	 	0.1	  	 	 	0.1	  	 	 	0.3	  	 	No	 	June 30, 2017	

 	Total
contributions:	  
  	 	$	2.6	  	 	$	2.6	  	 	$	2.6	  	 		 		

(1)	The plan contributions by the Company did not represent more than 5 percent of total contributions to the plans as indicated in the plans’ most recently available annual report.	
9. Stock-based compensation
In March 2011, the Board of Directors adopted the 2011 Univar Inc. Stock Incentive Plan (the “Plan”) and authorized 14,052,963 equity share awards available to be granted under the Plan. The Plan provides for grants of stock options and restricted stock awards to officers and certain employees of the Company and its subsidiaries.
For the years ended December 31, 2014, 2013 and 2012, respectively, the Company recognized total stock-based compensation expense within other operating expenses, net of $12.1 million, $15.1 million and $17.5 million, and a net tax benefit relating to stock-based compensation expense of $4.2 million, $4.1 million and $5.9 million.
Stock options
Stock options granted under the Plan expire ten years after the grant date and generally become exercisable over a four-year period or less, based on continued employment, with annual vesting. The exercise price of a stock option is determined at the time of each grant and in no case will the exercise price be less than the fair value of the underlying common stock on the date of grant. Participants have no stockholder rights until the time of exercise. The Company will issue new shares upon exercise of stock options granted under the Plan.
In 2012, the Company modified the terms of 1.9 million stock options held by a key employee. The modification resulted in the cancellation of 400,000 stock options and accelerated vesting of 567,135 of the remaining stock options. The Company accelerated the recognition of expense associated with this award and recorded an additional $2.2 million in 2012, which is included in the total stock-based compensation expense disclosed above.
 
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UNIVAR INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
 
The following reflects stock option activity under the Plan:

 	  	Number of
stock options	 	  	Weighted-
average
exercise price	 	  	Weighted-
average
remaining
contractual
term (in years)	 	  	Aggregate
intrinsic value
(in millions)(1)	 	
Outstanding at January 1, 2014	  	 	10,290,655	  	  	$	9.81	  	  				  				
Granted	  	 	1,401,165	  	  	 	10.00	  	  				  				
Exercised	  	 	(644,207	) 	  	 	9.70	  	  				  				
Forfeited	  	 	(1,355,873	) 	  	 	9.70	  	  				  				
	  	 	 	 	  				  				  				
Outstanding at December 31, 2014		 	9,691,740	  		 	9.86	  									
	  	 	 	 	  				  				  				
Exercisable at December 31, 2014		 	6,155,950	  		 	9.98	  		 	7.1	  		$	3.9	  	
	  	 	 	 	  				  				  				
Expected to vest after December 31, 2014(2)		 	3,182,211	  		 	9.64	  		 	8.4	  		 	3.9	  	

(1)	The difference between the exercise price and the fair value of the Company’s common stock of $10.46 at December 31, 2014. No amount is included for awards with an exercise price that is greater than the year-end fair value of the Company’s common stock.	
(2)	The expected to vest stock options are the result of applying the pre-vesting forfeiture rate assumptions to nonvested stock options outstanding.	
As of December 31, 2014, the Company has unrecognized stock-based compensation expense related to nonvested stock options of approximately $5.2 million, which will be recognized over a weighted-average period of 1.8 years.
Restricted stock
Restricted stock vests over a four-year period, based on continued employment, with annual vesting. The price of restricted stock is determined at the time of each grant and in no case will be less than the fair value of the underlying common stock on the date of grant. Nonvested shares of restricted stock may not be sold or transferred and are subject to forfeiture. Both vested and nonvested shares of restricted stock are included in the Company’s shares outstanding. Dividend equivalents are available for nonvested shares of restricted stock if dividends are declared by the Company during the vesting period.
In 2012, the Company modified the terms of restricted shares held by a key employee. The modification resulted in the accelerated vesting of 200,000 restricted shares. The Company recognized incremental expense of $0.2 million and accelerated expense of $0.9 million due to this modification in 2012, which are included in the total stock-based compensation expense disclosed above.
The following table reflects restricted stock activity under the Plan:

 	  	Restricted
stock	 	  	Weighted
average
grant-date
fair value	 	
Nonvested at January 1, 2014	  	 	750,000	  	  	$	10.62	  	
Granted	  	 	700,000	  	  	 	9.34	  	
Vested	  	 	(250,000	) 	  	 	10.62	  	
Forfeited	  	 	(500,000	) 	  	 	9.34	  	
	  	 	 	 	  				
Nonvested at December 31, 2014		 	700,000	  		 	10.25	  	

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UNIVAR INC.
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As of December 31, 2014, the Company has unrecognized stock-based compensation expense related to nonvested restricted stock awards of approximately $3.0 million, which will be recognized over a weighted-average period of 1.7 years. In 2013, there were no grants of restricted stock.
The weighted-average grant-date fair value of restricted stock was $10.62 in 2012.
Stock-based compensation fair value assumptions
The fair value of the Company’s common stock was used to establish the exercise price of stock options granted, grant date fair value of restricted stock awards and as an input in the valuation of stock option awards at each grant date. The Company obtained contemporaneous quarterly valuations performed by an unrelated valuation specialist in support of each award. The fair value of the Company’s common stock was determined utilizing both income and market approaches, discounted for the lack of marketability. A discounted cash flow analysis was used to estimate fair value under the income approach. The market approach consisted of an analysis of multiples of comparable companies whose securities are traded publicly as well as other indicated market values of the Company by third parties.
The Black-Scholes-Merton option valuation model was used to calculate the fair value of stock options. The weighted average grant-date fair value of stock options was $3.63, $2.96, and $4.13 for the years ended December 31, 2014, 2013 and 2012, respectively. The weighted-average assumptions used under the Black-Scholes-Merton option valuation model were as follows:

 	  	Year ended December 31,	 	
 	  	  2014  	 	 	  2013  	 	 	  2012  	 	
Risk-free interest rate(1)	  	 	1.8	% 	 	 	1.5	% 	 	 	1.0	% 	
Expected dividend yield(2)	  	 	—  	% 	 	 	—  	% 	 	 	—  	%	
Expected volatility(3)	  	 	34.5	% 	 	 	35.7	% 	 	 	36.8	% 	
Expected term (years)(4)	  	 	6.0	  	 	 	6.1	  	 	 	6.2	  	

(1)	The risk-free interest rate is based on the US Treasury yield for a term consistent with the expected term of the stock options at the time of grant.	
(2)	The Company currently has no expectation of paying cash dividends on its common stock.	
(3)	As the Company does not have sufficient historical volatility data, the expected volatility is based on the average historical data of a peer group of public companies over a period equal to the expected term of the stock options.	
(4)	As the Company does not have sufficient historical exercise data under the Plan, the expected term is based on the average of the vesting period of each tranche and the original contract term of 10 years.	
Additional stock-based compensation information
The following table provides additional stock-based compensation information:

 	  	Year ended December 31,	 	
(in millions)	  	  2014  	 	  	  2013  	 	  	  2012  	 	
Total intrinsic value of stock options exercised	  	$	1.1	  	  	$	0.1	  	  	$	1.1	  	
Fair value of restricted stock vested	  	 	3.0	  	  	 	1.8	  	  	 	3.2	  	
 
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UNIVAR INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
 
10. Accumulated other comprehensive loss
The following table presents the changes in accumulated other comprehensive loss by component, net of tax.

(in millions)	  	Losses on
cash flow
hedges	 	  	Defined
benefit
pension items	 	  	Currency
translation
items	 	  	Total	 	
Balance as of December 31, 2012	  	$	—  	  	  	$	24.6	  	  	$	(26.0	) 	  	$	(1.4	) 	
Other comprehensive loss before reclassifications	  	 	(3.7	) 	  	 	—  	  	  	 	(70.5	) 	  	 	(74.2	) 	
Amounts reclassified from accumulated other comprehensive loss	  	 	0.9	  	  	 	(7.0	) 	  	 	—  	  	  	 	(6.1	) 	
	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	
Net current period other comprehensive loss		 	(2.8	) 		 	(7.0	) 		 	(70.5	) 		 	(80.3	) 	
	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	
Balance as of December 31, 2013		$	(2.8	) 		$	17.6	  		$	(96.5	) 		$	(81.7	) 	
Other comprehensive loss before reclassifications		 	(4.7	) 		 	—  	  		 	(118.3	) 		 	(123.0	) 	
Amounts reclassified from accumulated other comprehensive loss		 	3.8	  		 	(7.3	) 		 	—  	  		 	(3.5	) 	
	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	
Net current period other comprehensive loss		 	(0.9	) 		 	(7.3	) 		 	(118.3	) 		 	(126.5	) 	
	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	
Balance as of December 31, 2014		$	(3.7	) 		$	10.3	  		$	(214.8	) 		$	(208.2	) 	
	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	
The following is a summary of the amounts reclassified from accumulated other comprehensive loss to net loss.

(in millions)	 	Year ended
December 31,
2014(1)	 	 	Year ended
December 31,
2013(1)	 	 	Location of impact on
statement of operations	
Amortization of defined benefit pension items:	 				 				 		
Prior service credits	 	$	(11.9	) 	 	$	(11.6	) 	 	Warehousing, selling and
administrative	
Tax expense	 	 	4.6	  	 	 	4.6	  	 	Income tax (benefit) expense	
	 	 	 	 	 	 	 	 	 		
Net of tax		 	(7.3	) 		 	(7.0	) 			
Cash flow hedges:											
Interest rate swap contracts		 	5.9	  		 	1.4	  		Interest expense	
Tax benefit		 	(2.1	) 		 	(0.5	) 		Income tax (benefit) expense	
	 	 	 	 	 	 	 	 	 		
Net of tax		 	3.8	  		 	0.9	  			
	 	 	 	 	 	 	 	 	 		
Total reclassifications for the period		$	(3.5	) 		$	(6.1	) 			

(1)	Amounts in parentheses indicate credits to net loss.	
Refer to “Note 8: Employee benefit plans” for additional information regarding the amortization of defined benefit pension items, “Note 16: Derivatives” for cash flow hedging activity and “Note 2: Significant accounting policies” for foreign currency gains and losses relating to intercompany borrowings of a long-term nature that are reflected in currency translation items.
 
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UNIVAR INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
 
11. Property, plant and equipment, net
Property, plant and equipment, net consisted of the following:

 	  	December 31,	 	
(in millions)	  	2014	 	  	2013	 	
Land and buildings	  	$	784.2	  	  	$	803.8	  	
Tank farms	  	 	212.2	  	  	 	206.5	  	
Machinery, equipment and other	  	 	626.3	  	  	 	608.2	  	
Less: Accumulated depreciation	  	 	(644.8	) 	  	 	(561.3	) 	
	  	 	 	 	  	 	 	 	
Subtotal		 	977.9	  		 	1,057.2	  	
Work in progress		 	54.4	  		 	39.9	  	
	  	 	 	 	  	 	 	 	
Property, plant and equipment, net		$	1,032.3	  		$	1,097.1	  	
	  	 	 	 	  	 	 	 	
During 2013, an impairment charge of $58.0 million was recorded which related to the write-off of capitalized software costs, previously included in work in progress, in connection with the Company’s decision to abandon the implementation of a global enterprise resource planning system.
Capitalized interest on capital projects was $0.5 million, $2.4 million and $4.6 million in the years ended December 31, 2014, 2013 and 2012, respectively.
12. Goodwill and intangible assets
Goodwill
Changes in the carrying amount of goodwill are as follows:

 	  	Year ended December 31,	 	
(in millions)	  	      2014      	 	  	      2013      	 	
Net book value at January 1	  	$	1,788.4	  	  	$	1,883.0	  	
Additions	  	 	26.6	  	  	 	35.0	  	
Impairment	  	 	—    	  	  	 	(73.3	) 	
Purchase price adjustments	  	 	—    	  	  	 	(12.0	) 	
Foreign exchange	  	 	(47.4	) 	  	 	(44.3	) 	
	  	 	 	 	  	 	 	 	
Net book value at December 31		$	1,767.6	  		$	1,788.4	  	
	  	 	 	 	  	 	 	 	
Additions to goodwill in 2014 related to the acquisition of D’Altomare Quimica Ltda. (“D’Altomare”) and in 2013 related to the acquisition of Quimicompuestos S.A. de C.V. (“Quimicompuestos”). Impairment of goodwill in 2013 related to the Rest of World reporting unit. The purchase price adjustments in 2013 relate to the Magnablend Holdings, Inc. (“Magnablend”) acquisition. Refer to “Note 17: Business Combinations” for further information. Accumulated impairment losses on goodwill were $250.9 million at January 1, 2013. Accumulated impairment losses on goodwill were $296.6 million and $331.9 million at December 31, 2014 and 2013, respectively.
 
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
 
The following is a summary of the activity in goodwill by segment.

(in millions)	  	USA	 	 	Canada	 	 	EMEA	 	  	Rest of
World	 	 	Total	 	
Balance, January 1, 2013	  	$	1,266.0	  	 	$	570.3	  	 	$	—  	  	  	$	46.7	  	 	$	1,883.0	  	
Additions	  	 	—  	  	 	 	—  	  	 	 	—  	  	  	 	35.0	  	 	 	35.0	  	
Impairment	  	 	—  	  	 	 	—  	  	 	 	—  	  	  	 	(73.3	) 	 	 	(73.3	) 	
Purchase price adjustments	  	 	(12.0	) 	 	 	—  	  	 	 	—  	  	  	 	—  	  	 	 	(12.0	) 	
Foreign exchange	  	 	—  	  	 	 	(35.9	) 	 	 	—  	  	  	 	(8.4	) 	 	 	(44.3	) 	
	  	 	 	 	 	 	 	 	 	 	 	 	  	 	 	 	 	 	 	 	
Balance, December 31, 2013		$	1,254.0	  		$	534.4	  		$	—  	  		$	—  	  		$	1,788.4	  	
Additions		 	—  	  		 	—  	  		 	—  	  		 	26.6	  		 	26.6	  	
Foreign exchange		 	—  	  		 	(45.7	) 		 	—  	  		 	(1.7	) 		 	(47.4	) 	
	  	 	 	 	 	 	 	 	 	 	 	 	  	 	 	 	 	 	 	 	
Balance, December 31, 2014		$	1,254.0	  		$	488.7	  		$	—  	  		 	24.9	  		$	1,767.6	  	
	  	 	 	 	 	 	 	 	 	 	 	 	  	 	 	 	 	 	 	 	
Goodwill is tested for impairment at a reporting unit level using a two-step test. Under the first step of the goodwill impairment test, the Company’s estimate of fair value of each reporting unit is compared with its carrying value (including goodwill). If the fair value of the reporting unit is less than its carrying value, an indication of goodwill impairment exists for the reporting unit and the Company must perform step two of the impairment test (measurement). Step two of the impairment test, if necessary, would require the identification and estimation of the fair value of the reporting unit’s individual assets, including currently unrecognized intangible assets and liabilities in order to calculate the implied fair value of the reporting unit’s goodwill. Under step two, an impairment loss is recognized to the extent the carrying amount of the reporting unit’s goodwill exceeds the implied fair value.
To determine fair value, the Company relies on two valuation techniques: the income approach and the market approach. The results of these two approaches are given equal weighting in determining the fair value of each reporting unit.
The income approach is a valuation technique used to convert future expected cash flows to a present value. The income approach is dependent on several management assumptions, including estimates of future sales growth, gross margins, operating costs, terminal growth rates, capital expenditures, changes in working capital requirements and the weighted average cost of capital (discount rate). Expected cash flows used under the income approach are developed in conjunction with the Company’s budgeting and forecasting process and are based on the latest five-year projections approved by management. Based on the use of unobservable inputs, as described above, the fair value measurement is classified as Level 3 under the fair-value hierarchy.
The discount rates used in the income approach are an estimate, based in part, on the rate of return that a market participant would expect of each reporting unit. The discount rates are based on short-term interest rates and the yields of long-term corporate and government bonds, as well as the typical capital structure of companies in the industry. The discount rates used for each reporting unit may vary depending on the risk inherent in the cash flow projections, as well as the risk level that would be perceived by a market participant. The discount rates applied to cash flow projections for testing the impairment of goodwill ranged from 10.0% to 10.5% in 2014 and 10.5% to 14.0% in 2013.
A terminal value is included at the end of the projection period used in the discounted cash flow analysis in order to reflect the remaining value that each reporting unit is expected to generate. The terminal value represents the present value subsequent to the last year of the projection period of cash flows into perpetuity. The terminal growth rate is a key assumption used in determining the terminal value as it represents the annual growth of all subsequent cash flows into perpetuity. The terminal growth rate for each reporting unit was 2.5% in the 2014 goodwill impairment tests and 2.5% to 4.0% in the 2013 goodwill impairment tests.
 
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UNIVAR INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
 
The market approach measures fair value based on prices generated by market transactions involving identical or comparable assets or liabilities. Under the market approach, the Company estimates fair value by applying earnings before interest, taxes, depreciation and amortization (“EBITDA”) market multiples of comparable companies to each reporting unit. Comparable companies are identified based on a review of publicly traded companies in the Company’s line of business. The comparable companies were selected after consideration of several factors, including whether the companies are subject to similar financial and business risks.
As of October 1, 2014, the Company performed its annual impairment review and concluded the fair value substantially exceeded the carrying value for all reporting units with goodwill balances. There were no events or circumstances from the date of the assessment through December 31, 2014 that would affect this conclusion.
On September 1, 2013, the Company determined it was more likely than not that the fair value of the Rest of World reporting unit was less than its carrying amount based on the deterioration in general economic conditions within some of the reporting unit’s significant locations and revised financial projections. As a result, the Company performed step one of the goodwill impairment test for the Reset of World reporting unit as of September 1, 2013. The reporting unit’s carrying value exceeded its fair value in the step one test. Thus, the Company performed step two of the goodwill impairment test in order to calculate the implied fair value of the reporting unit’s goodwill and recorded an impairment charge of $73.3 million.
Subsequent to the Company’s annual testing date of October 1, 2012, the performance of the EMEA reporting unit worsened and the Company determined it was necessary to review the EMEA reporting unit for impairment at December 31, 2012. The Company concluded that an indication of impairment existed at December 31, 2012 as the carrying value of the EMEA reporting unit exceeded fair value. The Company performed step two of the goodwill impairment test in order to calculate the implied fair value of the reporting unit’s goodwill and recorded an impairment charge of $75.0 million in the year ended December 31, 2012.
Determining the fair value of a reporting unit requires judgment and involves the use of significant estimates and assumptions by management. The Company can provide no assurance that a material impairment charge will not occur in a future period. The Company’s estimates of future cash flows may differ from actual cash flows that are subsequently realized due to many factors, including future worldwide economic conditions and the expected benefits of the Company’s initiatives. Any of these potential factors, or other unexpected factors, may cause the Company to re-evaluate the carrying value of goodwill.
Intangible assets, net
The gross carrying amounts and accumulated amortization of the Company’s intangible assets were as follows:

 	  	December 31, 2014	 	  	December 31, 2013	 	
(in millions)	  	Gross	 	  	Accumulated
amortization	 	  	Net	 	  	Gross	 	  	Accumulated
amortization	 	  	Net	 	
Intangible assets (subject to amortization):	  				  				  				  				  				  				
Customer relationships	  	$	930.7	  	  	$	390.8	  	  	$	539.9	  	  	$	959.8	  	  	$	323.0	  	  	$	636.8	  	
Other	  	 	161.6	  	  	 	126.6	  	  	 	35.0	  	  	 	158.6	  	  	 	113.3	  	  	 	45.3	  	
	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	
Total intangible assets		$	1,092.3	  		$	517.4	  		$	574.9	  		$	1,118.4	  		$	436.3	  		$	682.1	  	
	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	
Other intangible assets consist of intellectual property trademarks, trade names, supplier relationships, non-compete agreements and exclusive distribution rights.
 
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UNIVAR INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
 
The estimated annual amortization expense in each of the next five years is as follows:

(in millions)	  	 	 	
2015	  	$	91.4	  	
2016	  	 	83.8	  	
2017	  	 	74.2	  	
2018	  	 	61.7	  	
2019	  	 	56.8	  	
13. Other accrued expenses
Other accrued expenses that were greater than five percent of total current liabilities consisted of customer prepayments and deposits, which were $83.2 million and $85.5 million as of December 31, 2014 and 2013, respectively.
14. Debt
Short-term financing
Short-term financing consisted of the following:

 	  	December 31,	 	
(in millions)	  	2014	 	  	2013	 	
Amounts drawn under credit facilities	  	$	32.7	  	  	$	46.0	  	
Bank overdrafts	  	 	28.4	  	  	 	51.5	  	
	  	 	 	 	  	 	 	 	
Total		$	61.1	  		$	97.5	  	
	  	 	 	 	  	 	 	 	
The weighted average interest rate on short-term financing was 2.7% and 3.1% as of December 31, 2014 and 2013, respectively.
As of December 31, 2014 and 2013, the Company had approximately $185 million and $150 million, respectively, in outstanding letters of credit and guarantees.
 
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UNIVAR INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
 
Long-term debt
Long-term debt consisted of the following:

 	  	December 31,	 	
(in millions)	  	2014	 	  	2013	 	
Senior Term Loan Facilities:	  				  				
Term B Loan due 2017, variable interest rate of 5.00% at December 31, 2014 and 2013	  	$	2,683.2	  	  	$	2,711.1	  	
Euro Tranche Term Loan due 2017, variable interest rate of 5.25% at December 31, 2014 and 2013	  	 	154.6	  	  	 	177.0	  	
Asset Backed Loan (ABL) Facilities:	  				  				
North American ABL Facility due 2018, variable interest rate of 2.10% and 2.96% at December 31, 2014 and 2013, respectively	  	 	266.0	  	  	 	68.5	  	
North American ABL Term Loan due 2016, variable interest rate of 3.51% and 3.50% at December 31, 2014 and 2013, respectively	  	 	50.0	  	  	 	100.0	  	
European ABL Facility due 2019 (“Euro ABL due 2019”), variable interest rate of 2.01% at December 31, 2014	  	 	36.3	  	  	 	—  	  	
European ABL Facility due 2016 (“Euro ABL due 2016”), variable interest rate of 2.67% at December 31, 2013	  	 	—  	  	  	 	61.6	  	
Senior Subordinated Notes:	  				  				
Senior Subordinated Notes due 2017, fixed interest rate of 10.50% at December 31, 2014 and 2013	  	 	600.0	  	  	 	600.0	  	
Senior Subordinated Notes due 2018, fixed interest rate of 10.50% at December 31, 2014 and 2013	  	 	50.0	  	  	 	50.0	  	
Capital lease obligations	  	 	2.6	  	  	 	—  	  	
	  	 	 	 	  	 	 	 	
Total long-term debt before discount		 	3,842.7	  		 	3,768.2	  	
Less: discount on debt		 	(22.5	) 		 	(31.4	) 	
	  	 	 	 	  	 	 	 	
Total long-term debt		 	3,820.2	  		 	3,736.8	  	
Less: current maturities		 	(80.7	) 		 	(79.7	) 	
	  	 	 	 	  	 	 	 	
Total long-term debt, excluding current maturities		$	3,739.5	  		$	3,657.1	  	
	  	 	 	 	  	 	 	 	
Future contractual maturities of the long-term debt at December 31, 2014 are as follows:

(in millions)	  	 	 	
2015	  	 	80.7	  	
2016	  	 	30.3	  	
2017	  	 	3,379.4	  	
2018	  	 	316.0	  	
2019	  	 	36.3	  	
Long-term debt restructurings
On March 24, 2014, certain of the Company’s European subsidiaries (the “Borrowers”) entered into a five year €200 million Euro ABL Credit facility ($275.4 million). The Euro ABL is a revolving credit facility pursuant to which the Borrowers may request loan advances and make loan repayments until the maturity date of
 
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UNIVAR INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
 
March 22, 2019. Loan advances may be made in multiple currencies. Each loan advance under this facility has a variable interest rate based on the current benchmark rate (IBOR) for that currency plus a credit spread. The credit spread is determined by a pricing grid that is based on average availability of the facility.
Simultaneously with the execution of the Euro ABL due 2019, certain of the Company’s European subsidiaries terminated a €68 million secured asset-based lending credit facility maturing December 31, 2016. As a result of this termination, the Company recognized a loss on extinguishment of $1.2 million in the consolidated statement of operations.
On July 30, 2013, the Company entered into interest rate swap contracts with $2.0 billion in notional value under which the Company will pay a fixed interest rate and receive a variable interest rate related to the Term B Loan. Refer to “Note 16: Derivatives” for more information regarding the interest rate swap.
On March 27, 2013, the Company made a $350.0 million prepayment on the $400.0 million principal balance of the Senior Subordinated Notes due 2018. As a result of this prepayment, the Company wrote off a total of $6.1 million of unamortized deferred financing fees and discount, and paid a $21.0 million prepayment premium, both of which are included in interest expense. The interest rate on the remaining $650.0 million Senior Subordinated Notes was reduced from a 12.00% to a 10.50% per annum fixed rate.
On March 25, 2013, the Company modified its North American ABL Facility to increase the committed amount from $1.1 billion to $1.3 billion and extend the maturity date of the revolving credit lines from November 30, 2015 to March 23, 2018. The North American ABL Facility has a variable interest rate calculated as a function of the current benchmark rate (LIBOR) plus a credit spread. This credit spread is determined by a pricing grid that is based on average combined availability of the facility. As a result of this refinancing, the Company recognized a loss on extinguishment of debt of $2.5 million. In addition, on March 25, 2013, the Company entered into a $100.0 million North American ABL Term Loan which matures on March 25, 2016. The North American ABL Term Loan has a variable interest rate calculated as a function of the current benchmark rate (LIBOR) plus a credit spread.
On February 22, 2013, the Company amended terms of the Term B Loan to borrow an additional $250.0 million on the existing Term B Loan, which is payable in installments of $7.0 million per quarter, with the remaining principal balance due on June 30, 2017. In addition, the Company issued a new Euro-denominated tranche in the amount of €130.0 million ($173.6 million). The Euro Tranche Term Loan has a variable interest rate based on the current benchmark rate (LIBOR) and a credit spread of 3.75%, with a LIBOR floor of 1.50% and is payable in installments of €0.3 million per quarter, with the remaining principal balance due on June 30, 2017. As a result of this refinancing, the Company recognized expenses of $6.2 million for third party and arranger fees in other income (expenses), net in the consolidated statement of operations.
On October 3, 2012, the Company completed an additional refinancing of its Term B Loan to borrow an additional $550.0 million and to amend certain terms, including an increase in the permitted foreign subsidiary debt and additional flexibility for future debt issuances. The Term B Loan has a variable interest rate based on the current benchmark rate London Interbank Offered Rate (“LIBOR”) and a credit spread of 3.50%, with a LIBOR floor of 1.50%. As a result of this refinancing, the Company recognized a loss on extinguishment of $0.5 million and additional expenses of $7.2 million for third party fees in other income (expenses), net in the consolidated statement of operations.
Borrowing availability and assets pledged as collateral
As of December 31, 2014, availability of the entire $1.3 billion in North American ABL Facility credit commitments is determined based on the periodic reporting of available qualifying collateral, as defined in the
 
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UNIVAR INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
 
North American ABL Facility credit agreement. At December 31, 2014 and 2013, $577.4 million and $710.5 million were available under the North American ABL Facility, respectively. An unused line fee of 0.50% was in effect at December 31, 2014 and 2013.
As of December 31, 2014, availability of the entire €200 million Euro ABL due 2019 is determined based on the periodic reporting of available qualifying collateral, as defined in the Euro ABL credit agreement. The Euro ABL due 2019 is secured by the accounts receivable and inventory of the Borrowers and certain additional collateral. At December 31, 2014, $99.2 million was available under the Euro ABL. An unused line fee of 0.50% is in effect at December 31, 2014.
The North American ABL Facility and North American ABL Term Loan are secured by substantially all of the assets of the US and Canadian operating subsidiaries of the Company. The Senior Term Loan Facilities are also secured by substantially all of the assets of the US operating and management subsidiaries. With respect to shared collateral, the North American ABL Facility, North American ABL Term Loan and the Senior Term Loan Facilities are secured by accounts receivable and inventories of the US operating subsidiaries of the Company. The obligations under the North American ABL Facility and North American ABL Term Loan are secured by a first priority lien on such accounts receivable and inventory, and the obligations under the Senior Term Loan Facilities are secured by a second priority lien on such accounts receivable and inventory. Under the North American ABL Facility, Canadian entities secure the obligations of the Canadian borrower. In addition, 65% of the shares of all first-tier foreign subsidiaries owned by the US subsidiaries have been pledged as security to the lenders in respect of all obligations. The Euro ABL is primarily secured by accounts receivable and inventories of the Company’s subsidiaries in Belgium, France, Germany, the Netherlands, Switzerland and United Kingdom.
Assets pledged under the North American ABL Facility, North American ABL Term Loan, Senior Term Loan Facilities and the Euro ABL are as follows:

 	  	December 31,	 	
(in millions)	  	2014	 	  	2013	 	
Cash	  	$	91.1	  	  	$	32.1	  	
Trade accounts receivable, net	  	 	1,054.6	  	  	 	898.9	  	
Inventories	  	 	805.7	  	  	 	616.5	  	
Prepaids and other current assets	  	 	142.1	  	  	 	95.8	  	
Property, plant and equipment, net	  	 	821.9	  	  	 	844.4	  	
	  	 	 	 	  	 	 	 	
Total		$	2,915.4	  		$	2,487.7	  	
	  	 	 	 	  	 	 	 	
Debt covenants
The Company’s subsidiaries noted as borrowers and guarantors under the North American ABL Facility and North American ABL Term Loan are subject, under certain limited circumstances, to comply with a fixed charge coverage ratio maintenance covenant. Such covenant is calculated based on the consolidated financial results of the Company. As of December 31, 2014 and 2013, such covenant was not in effect but the Company would have been in compliance if it was then in effect. The Company and its subsidiaries are also subject to a significant number of non-financial covenants in each of the credit facilities and the Senior Subordinated Notes that restrict the operations of the Company and its subsidiaries, including, without limitation, requiring that the net proceeds from certain dispositions and capital market debt issuances must be used as mandatory prepayments and restrictions on the incurrence of financial indebtedness outside of these facilities (including restrictions on secured indebtedness), prepaying subordinated debt, making dividend payments, making certain investments, making certain asset dispositions, certain transactions with affiliates and certain mergers and acquisitions.
 
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UNIVAR INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
 
15. Fair value measurements
The Company classifies its financial instruments according to the fair value hierarchy described in “Note 2: Significant accounting policies.”
Items measured at fair value on a recurring basis
The following table presents the Company’s assets and liabilities that are measured at fair value on a recurring basis:

 	  	Level 2	 	  	Level 3	 	
 	  	December 31,	 	  	December 31,	 	
(in millions)	  	2014	 	  	2013	 	  	2014	 	  	2013	 	
Financial current assets:	  				  				  				  				
Forward currency contracts	  	$	0.5	  	  	$	0.3	  	  	$	—  	  	  	$	—  	  	
Financial noncurrent assets:	  				  				  				  				
Interest rate swap contracts	  	 	1.6	  	  	 	2.9	  	  	 	—  	  	  	 	—  	  	
Financial current liabilities:	  				  				  				  				
Forward currency contracts	  	 	0.9	  	  	 	0.7	  	  	 	—  	  	  	 	—  	  	
Interest rate swap contracts	  	 	7.3	  	  	 	7.5	  	  	 	—  	  	  	 	—  	  	
Financial noncurrent liabilities:	  				  				  				  				
Contingent consideration	  	 	—  	  	  	 	—  	  	  	 	—  	  	  	 	1.0	  	
Derivative financial instruments are recorded in the consolidated balance sheets as either an asset or liability at fair value. For derivative contracts with the same counterparty where the Company has a master netting arrangement with the counterparty, the fair value of the asset/liability is presented on a net basis within the consolidated balance sheets. The amounts related to forward currency contracts are presented in the above table on a gross basis. The net amounts included in prepaid and other current assets were $0.1 million and included in other accrued expenses were $0.5 million as of both December 31, 2014 and 2013.
The fair value of forward currency contracts is calculated by reference to current forward exchange rates for contracts with similar maturity profiles. The fair value of interest rate 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. The fair value of the contingent consideration is based on a real options approach, which took into account management’s best estimate of the acquiree’s performance, as well as achievement risk.
The following table is a reconciliation of the fair value measurements that use significant unobservable inputs (Level 3), which consists of contingent considerations related to prior acquisitions.

(in millions)	  	2014	 	  	2013	 	
Fair value as of January 1	  	$	1.0	  	  	$	25.5	  	
Additions	  	 	—  	  	  	 	0.2	  	
Fair value adjustments	  	 	(1.0	) 	  	 	(24.7	) 	
	  	 	 	 	  	 	 	 	
Fair value as of December 31		$	—  	  		$	1.0	  	
	  	 	 	 	  	 	 	 	
The 2013 additions related to the fair value of the contingent consideration associated with the Company’s acquisition of Quimicompuestos. Refer to “Note 17: Business Combinations” for more information regarding the acquisition.
 
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UNIVAR INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
 
The fair value adjustments related to the reduction of the contingent consideration liabilities associated with the 2012 Magnablend and 2013 Quimicompuestos acquisitions. The reductions were based on actual 2014 and 2013 financial performances, which resulted in no payouts. The fair value adjustments are recorded within other operating expenses, net in the consolidated statement of operations. Refer to “Note 17: Business Combinations” for more information regarding the acquisitions.
Financial instruments not carried at fair value
The estimated fair market values of financial instruments not carried at fair value in the consolidated balance sheets were as follows:

 	  	December 31, 2014	 	  	December 31, 2013	 	
(in millions)	  	Carrying
amount	 	  	Fair
value	 	  	Carrying
amount	 	  	Fair
value	 	
Financial liabilities:	  				  				  				  				
Long-term debt including current portion (Level 2)	  	$	3,820.2	  	  	$	3,780.4	  	  	$	3,736.8	  	  	$	3,767.0	  	
The fair values of the long-term debt, including the current portions, were based on current market quotes for similar borrowings and credit risk adjusted for liquidity, margins, and amortization, as necessary.
Fair value of other financial instruments
The carrying value of cash and cash equivalents, trade accounts receivable, trade accounts payable and short-term financing included in the consolidated balance sheets approximates fair value due to their short-term nature.
16. Derivatives
Interest rate swaps
At December 31, 2014, the Company had interest rate swap contracts in place with a total notional amount of $2.0 billion, whereby a fixed rate of interest (weighted average of 1.64%) is paid and a variable rate of interest (greater of 1.25% or three-month LIBOR) is received on the notional amount.
The objective of the hedging instruments is to offset the variability of cash flows in three-month LIBOR indexed debt interest payments, subject to a 1.50% floor, attributable to changes in the aforementioned benchmark interest rate from September 16, 2013 to June 15, 2017 related to the Term B Loan. Changes in the cash flows of each interest rate swap are expected to be highly effective in offsetting the changes in interest payments on a principal balance equal to the notional amount of the derivative, attributable to the hedged risk. The Company applies hedge accounting related to the interest rate swap contracts and has designated the entire derivative instrument as a cash flow hedge.
As of December 31, 2014, $7.3 million of deferred, net losses on derivative instruments included in accumulated other comprehensive loss are expected to be recognized in earnings during the next 12 months, coinciding with when the hedged items are expected to impact earnings.
The interest rate floor related to the Senior Term Loan Facility (1.50%) is not identical to the interest rate floor of the interest rate swap contracts (1.25%), which may result in hedge ineffectiveness. During the years
 
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UNIVAR INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
 
ended December 31, 2014 and 2013, a $0.2 million gain and a $0.2 million loss related to hedge ineffectiveness was recognized within other income (expense), net within the statement of operations, respectively. Refer to “Note 6: Other income (expense), net” for more information.
The effective portion of the gains and losses related to the interest rate swap contracts are initially recorded in accumulated other comprehensive loss and then reclassified into earnings consistent with the underlying hedged item (interest payments). The fair value of interest rate swaps is recorded either in prepaids and other current assets, other assets, other accrued expenses or other long-term liabilities in the consolidated balance sheets. As of December 31, 2014 and 2013, the current liability of $7.3 million and $7.5 million was included in other accrued expenses, respectively. As of December 31, 2014 and 2013, the noncurrent asset of $1.6 million and $2.9 million was included in other assets, respectively.
During the year ended December 31, 2012, the Company had one interest rate swap contract in place with a notional amount of $500.0 million, whereby a fixed rate of interest (1.781%) was paid and a variable rate of interest (equal to one-month LIBOR) was received on the notional amount. Prior to the debt refinancing on November 30, 2010, hedge accounting was applied as the swap contract hedged the interest rate risk under the Company’s credit facilities. As a result of the debt refinancing, hedge accounting was discontinued on October 1, 2010. The cumulative loss of $13.7 million was amortized to interest expense from accumulated other comprehensive loss over the remaining term of the swap. The interest rate swap expired on December 31, 2012.
Interest rate caps
During 2013 and 2012, the Company had two interest rate caps in place, each with a notional amount of $250.0 million. To the extent the quarterly LIBOR exceeded 2.25%, the Company would have received payment based on the notional amount and the interest rate spread. The Company did not apply hedge accounting for the interest rate caps, which expired on December 31, 2013. The interest rate cap liability was reported in other accrued expenses in the consolidated balance sheets and fair value adjustments were included in other income (expense), net in the statements of operations.
Foreign currency derivatives
The Company uses forward currency contracts to hedge earnings from the effects of foreign exchange relating to certain of the Company’s intercompany and third-party receivables and payables denominated in a foreign currency. These derivative instruments are not formally designated as hedges by the Company and the terms of these instruments range from one to three months. Forward currency contracts are recorded at fair value in either prepaid expenses and other current assets or other accrued expenses in the consolidated balance sheets, reflecting their short-term nature. The fair value adjustments and gains and losses are included in other income (expense), net within the consolidated statements of operations. Refer to “Note 6: Other income (expense), net” for more information. The total notional amount of undesignated forward currency contracts were $127.4 million and $127.7 million as of December 31, 2014 and 2013, respectively.
17. Business combinations
Year ended December 31, 2014
Acquisition of D’Altomare Quimica Ltda.
On November 3, 2014, the Company completed an acquisition of 100% of the equity interest in D’Altomare, a Brazilian distributor of specialty chemicals and ingredients. This acquisition expands the Company’s geographic footprint and market presence in Brazil and across Latin America. The acquisition purchase price and operating results subsequent to the acquisition date did not have a significant impact on the consolidated financial statements of the Company.
 
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UNIVAR INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
 
Year ended December 31, 2013
Acquisition of Quimicompuestos
On May 16, 2013, the Company completed an acquisition of 100% of the equity interest in Quimicompuestos, a leading distributor of commodity chemicals in Mexico. The acquisition provides the Company with a strong platform for future growth in Mexico and enables the Company to offer its customers and suppliers the complete end to end value proposition with both specialty chemical and commodity offerings. The final fair values of assets acquired and liabilities assumed for Quimicompuestos are as follows:

(in millions)	  	 	 	
Purchase price:	  				
Cash consideration	  	$	92.2	  	
Fair value of contingent consideration	  	 	0.2	  	
	  	 	 	 	
		 	92.4	  	
Allocation:					
Cash and cash equivalents		 	3.5	  	
Trade accounts receivable		 	31.2	  	
Inventories		 	12.9	  	
Prepaid expenses and other current assets		 	9.0	  	
Property, plant and equipment, net		 	18.6	  	
Definite lived intangible assets		 	30.6	  	
Deferred tax assets		 	0.7	  	
Goodwill		 	35.0	  	
Trade accounts payable		 	(25.3	) 	
Accrued compensation and other accrued expenses		 	(15.0	) 	
Deferred tax liabilities		 	(8.8	) 	
	  	 	 	 	
		$	92.4	  	
	  	 	 	 	
Pursuant to the terms of the purchase agreement, the Company was conditionally obligated to make an earnout payment of $5.0 million based on Quimicompuestos’ performance in 2013. As part of the allocation of the purchase price, the Company recognized $0.2 million in other accrued expenses related to the fair value of Quimicompuestos’ contingent consideration on the date of acquisition. The contingent consideration was recognized at fair value based on a real options approach, which took into account management’s best estimate of Quimicompuestos’ performance in 2013, as well as achievement risk. For the year ended December 31, 2013, Quimicompuestos did not achieve the required performance target, which resulted in no earnout payment.
Costs of $7.5 million directly attributable to the acquisition, consisting of legal and consultancy fees, were expensed as incurred in other operating expenses, net within the consolidated statements of operations.
Substantially all of the goodwill recognized above was attributed to the expected synergies from combining the assets and activities of Quimicompuestos with those of the Company’s Rest of World segment. The goodwill arising on the Quimicompuestos acquisition is not tax-deductible. The intangible assets recognized primarily consisted of customer relationships of $19.9 million, which are being amortized on an accelerated basis over a period of 11 years, and non-compete agreements of $10.0 million, which are being amortized on a straight line basis over a period of 3 years. The weighted average amortization period for intangibles related to the acquisition is 8.2 years.
The consolidated financial statements include the results of Quimicompuestos from the acquisition date. Had the acquisition occurred on January 1, 2012, there would not have been a significant change to the
 
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UNIVAR INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
 
Company’s net sales and net loss. Additionally, net sales and net income contributed by Quimicompuestos to the Company post-acquisition were not significant in the year ended December 31, 2013.
Year ended December 31, 2012
Acquisition of Magnablend Holdings, Inc.
On December 11, 2012, the Company completed an acquisition of 100% of the equity interest in Magnablend, a Texas-based provider of custom specialty chemical manufacturing, blending and packaging solutions. The acquisition provides the Company with a strong platform for future growth in the North American oil and gas market.
Summarized financial information
In 2013, the Company finalized its purchase accounting and recorded adjustments related to working capital that were previously provisionally determined. The net impact of these adjustments was a decrease of $12.0 million to goodwill. The final fair values of assets acquired and liabilities assumed for Magnablend are as follows:

(in millions)	  	 	 	
Purchase price:	  				
Cash consideration	  	$	491.5	  	
Fair value of contingent consideration	  	 	25.5	  	
	  	 	 	 	
		 	517.0	  	
Allocation:					
Cash and cash equivalents		 	3.0	  	
Trade accounts receivable		 	56.8	  	
Inventories		 	60.0	  	
Prepaid expenses and other current assets		 	13.0	  	
Deferred tax assets		 	2.0	  	
Property, plant and equipment		 	35.7	  	
Other assets		 	1.6	  	
Definite lived intangible assets		 	198.2	  	
Goodwill		 	259.0	  	
Trade accounts payable		 	(23.4	) 	
Accrued compensation and other accrued expenses		 	(16.4	) 	
Deferred tax liabilities		 	(72.5	) 	
	  	 	 	 	
		$	517.0	  	
	  	 	 	 	
Pursuant to the terms of the purchase agreement, the Company was conditionally obligated to make an earnout payment of up to $50.0 million based on Magnablend’s performance in 2013 and 2014. As part of the allocation of the purchase price, the Company recognized $25.5 million in other long-term liabilities related to the fair value of Magnablend’s contingent consideration on the date of acquisition. The contingent consideration was recognized at fair value based on a real options approach, which took into account management’s best estimate of Magnablend’s performance in 2013 and 2014, as well as achievement risk.
For the years ended December 31, 2014 and 2013, the liability was re-measured and resulted in a $1.0 million and $24.5 million adjustment, respectively, which was included in other operating expenses, net. The
 
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UNIVAR INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
 
adjustments were attributable to Magnablend not achieving the required 2014 and 2013 performance targets and, therefore, resulted in no earnout payments being made.
Costs of $6.5 million directly attributable to the acquisition, consisting of legal and consultancy fees, were expensed as incurred in other operating expenses, net within the consolidated statements of operations.
Substantially all of the goodwill recognized above was attributed to the expected synergies from combining the assets and activities of Magnablend with those of the Company’s USA segment. The goodwill arising on the Magnablend acquisition is not tax-deductible. The intangible assets recognized were primarily customer relationships of $192.5 million, which are being amortized on an accelerated basis over a period of 13 years. The weighted average amortization period for intangibles related to the acquisition is 12.9 years.
The consolidated financial statements include the results of Magnablend from the acquisition date. Net sales and net loss of Magnablend included in the consolidated statement of operations for the year ended December 31, 2012, were $14.4 million and $4.9 million, respectively.
Supplemental pro forma information (unaudited)
The following table presents summarized pro forma results of the Company had the acquisition date of Magnablend been on January 1, 2012:

(in millions, except per share data)	  	Year ended
December 31,
2012	 	
Net sales	  	$	10,112.5	  	
Net loss	  	 	(181.5	) 	
Loss per common share—basic and diluted	  	$	(0.93	) 	
The supplemental pro forma information presents the combined operating results of the Company and the business acquired, adjusted to exclude acquisition-related costs, include the additional depreciation and amortization expense associated with the effect of fair value adjustments recognized, and to include interest expense and amortization of debt issuance costs related to the Company’s borrowings used to fund the acquisition.
18. Commitments and contingencies
Operating lease commitments
Minimum rental commitments at December 31, 2014, under non-cancelable operating leases with lease terms in excess of one year are as follows:

(in millions)	  	Minimum rental
commitments	 	
2015	  	$	73.6	  	
2016	  	 	59.9	  	
2017	  	 	49.1	  	
2018	  	 	38.2	  	
2019	  	 	32.7	  	
More than five years	  	 	79.3	  	
	  	 	 	 	
Total		$	332.8	  	

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UNIVAR INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
 
Rental and lease expense for the years ended December 31, 2014, 2013 and 2012 were $107.4 million, $104.4 million, and $92.7 million, respectively. Rental and lease commitments related to land, buildings and fleet.
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 claims or litigation or the potential for future claims or litigation.
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 USA Inc.’s 1986 purchase of McKesson Chemical Company from McKesson Corporation (“McKesson”). Univar USA’s obligation to indemnify McKesson for settlements and judgments arising from asbestos claims is the amount which is in excess of applicable insurance coverage, if any, which may be available under McKesson’s historical insurance coverage. Univar USA is also a defendant in a small number of asbestos claims. As of December 31, 2014, there were fewer than 170 asbestos-related claims for which the Company has liability for defense and indemnity pursuant to the indemnification obligation. Historically, the vast majority of the claims against both McKesson and Univar USA have been dismissed without 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. However, the Company cannot predict the outcome of any present or future claims or litigation and adverse developments could negatively impact earnings or cash flows in a particular future period.
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”) at approximately 124 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, while the Company, with appropriate state or federal agency oversight and approval, is conducting the environmental remediation work at other sites voluntarily. The Company is currently undergoing remediation efforts or is in the process of active review of the need for potential remediation efforts at approximately 106 current or formerly Company-owned/occupied sites. In addition, the Company may be liable for a share of the clean-up of approximately 18 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.
 
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UNIVAR INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
 
In determining the appropriate level of environmental reserves, the Company considers several factors such as information obtained from investigatory studies; changes in the scope of remediation; 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. This additional loss or range of losses cannot be recorded at this time, as it is not reasonably estimable.
Changes in total environmental liabilities are as follows:

(in millions)	  	2014	 	  	2013	 	
Environmental liabilities at January 1	  	$	137.0	  	  	$	146.6	  	
Revised obligation estimates	  	 	1.9	  	  	 	4.3	  	
Environmental payments	  	 	(17.5	) 	  	 	(14.4	) 	
Foreign exchange and other	  	 	(1.1	) 	  	 	0.5	  	
	  	 	 	 	  	 	 	 	
Environmental liabilities at December 31		$	120.3	  		$	137.0	  	
	  	 	 	 	  	 	 	 	
Environmental liabilities of $31.1 million and $30.4 million were classified as current in other accrued expenses in the consolidated balance sheets as of December 31, 2014 and 2013, respectively. The long-term portion of environmental liabilities is recorded in other long-term liabilities in the consolidated balance sheets.
The Company manages estimated cash flows by project. These estimates are subject to change if there are modifications to the scope of the remediation plan or if other factors, both external and internal, change the timing of the remediation activities. The Company periodically reviews the status of all existing or potential environmental liabilities and adjusts its accruals based on all available, relevant information. Based on current estimates, the expected payments for environmental remediation for the next five years and thereafter at December 31, 2014 are as follows, with projects for which timing is uncertain included in the 2015 estimated amount of $12.5 million:

(in millions)	  	 	 	
2015	  	$	31.1	  	
2016	  	 	17.2	  	
2017	  	 	12.7	  	
2018	  	 	9.9	  	
2019	  	 	9.1	  	
Thereafter	  	 	42.5	  	
	  	 	 	 	
Total		$	122.5	  	
	  	 	 	 	
Competition
At the end of May 2013, the Autorité de la concurrence, France’s competition authority, fined the Company $19.91 million (€15.18 million) for alleged price fixing. The price fixing was alleged to have occurred prior to 2006. The Company will not appeal the fine which was paid in full during the year ended December 31, 2013.
 
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UNIVAR INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
 
Customs and International Trade Laws
In April 2012, the US Department of Justice (“DOJ”) issued a civil investigative demand to the Company in connection with an investigation into the Company’s compliance with applicable customs and international trade laws and regulations relating to the importation of saccharin from 2002 through 2012. The Company also became aware in 2010 of an investigation being conducted by US Customs and Border Patrol (“CBP”) into the Company’s importation of saccharin. Finally, the Company learned that a civil plaintiff had, at the same time, sued the Company and two other defendants in a Qui Tam proceeding, such filing having been made under seal, and this plaintiff had requested that the DOJ intervene in its lawsuit.
The US government, through the DOJ, declined to intervene in the Qui Tam proceeding in November 2013 and, as a result, the DOJ’s inquiry related to the Qui Tam lawsuit is now finished. On February 26, 2014, the Qui Tam plaintiff also voluntarily dismissed its lawsuit against the Company.
CBP, however, continues its investigation on the importation of saccharin by the Company’s subsidiary, Univar USA Inc. On July 21, 2014, CBP sent the Company a “Pre-Penalty Notice” indicating the imposition of a penalty against Univar USA Inc. in the amount of approximately $84 million. Univar USA Inc. has responded to CBP that the proposed penalty is not justified and on October 1, 2014, the CBP issued a penalty notice to Univar USA Inc. for $84 million. The Company continues to defend this matter vigorously. Univar USA Inc. has not recorded a liability related to this investigation as the Company believes a loss is not probable.
19. Related party transactions
CD&R and CVC charged the Company a total of $5.9 million, $5.2 million and $5.2 million in the years ended December 31, 2014, 2013 and 2012, respectively, for advisory services provided to the Company pertaining strategic consulting. These amounts were recorded in other operating expenses, net.
A member of the Company’s Board of Directors is also on the Board of Directors of Premera Blue Cross. Premera assists the Company with administering its medical and other health care benefits for employees. Excluding payments related to the medical and employee benefits, the Company incurred expenses of $2.2 million, $2.0 million and $1.9 million during the years ended December 31, 2014, 2013 and 2012, respectively, for the administrative services rendered by Premera. The Company also paid LifeWise, a subsidiary of Premera, $1.1 million, $0.9 million and $0.7 million during the years ended December 31, 2014, 2013, and 2012, respectively, for insurance premiums related to stop loss coverage on these employee benefits. These administrative fees and stop loss insurance premium expenses are included in warehousing, selling and administrative expenses on the statements of operations. The amounts included in the tables below exclude the amounts related to the Company, Premera and its subsidiaries.
The following table summarizes the Company’s sales and purchases with related parties:

 	  	Year ended December 31,	 	
(in millions)	  	2014	 	  	2013	 	  	2012	 	
CVC:	  				  				  				
Sales to affiliate companies	  	$	9.1	  	  	$	10.5	  	  	$	23.1	  	
Purchases from affiliate companies	  	 	10.2	  	  	 	19.0	  	  	 	13.3	  	
CD&R:	  				  				  				
Sales to affiliate companies	  	 	20.9	  	  	 	3.5	  	  	 	11.5	  	
Purchases from affiliate companies	  	 	21.6	  	  	 	0.4	  	  	 	0.4	  	
Board of Directors and Executives:	  				  				  				
Sales to affiliate companies	  	 	16.4	  	  	 	5.2	  	  	 	—  	  	
Purchases from affiliate companies	  	 	0.5	  	  	 	0.2	  	  	 	—  	  	
 
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UNIVAR INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
 
The following table summarizes the Company’s receivables due from and payables due to related parties:

 	  	December 31,	 	
(in millions)	  	2014	 	  	2013	 	
Due from affiliates	  	$	3.9	  	  	$	1.9	  	
Due to affiliates	  	 	1.7	  	  	 	0.7	  	
The Senior Subordinated Notes are held by indirect stockholders of the Company and are therefore considered due to related parties. Refer to “Note 14: Debt” for further information regarding the Senior Subordinated Notes.
20. Segments
Management monitors the operating results of its operating segments separately for the purpose of making decisions about resource allocation and performance assessment. Management evaluates performance on the basis of Adjusted EBITDA. Adjusted EBITDA is defined as consolidated net loss, plus the sum of: interest expense, net of interest income; income tax (benefit) expense; depreciation; amortization; other operating expenses, net; impairment charges; loss on extinguishment of debt; and other income (expense), net.
Transfer prices between operating 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 operating segments. Allocable operating expenses are identified through a review process by management. These costs are allocated to the operating segments on a basis that reasonably approximates the use of services. This is typically measured on a weighted distribution of margin, asset, headcount or time spent.
Other/Eliminations represents the elimination of inter-segment transactions as well as unallocated corporate costs consisting of costs specifically related to parent company operations that do not directly benefit segments, either individually or collectively.
 
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UNIVAR INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
 
Financial information for the Company’s segments is as follows:

(in millions)	 	USA	 	 	Canada	 	 	EMEA	 	 	Rest of
World	 	 	Other/
Eliminations	 	 	Consolidated	 	
Year ended December 31, 2014	 				 				 				 				 				 				
Net sales:	 				 				 				 				 				 				
External customers	 	$	6,081.4	  	 	$	1,512.1	  	 	$	2,230.1	  	 	$	550.3	  	 	$	—  	  	 	$	10,373.9	  	
Inter-segment	 	 	121.8	  	 	 	10.0	  	 	 	4.5	  	 	 	—  	  	 	 	(136.3	) 	 	 	—  	  	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Total net sales		 	6,203.2	  		 	1,522.1	  		 	2,234.6	  		 	550.3	  		 	(136.3	) 		 	10,373.9	  	
Cost of goods sold (exclusive of depreciation)		 	5,041.0	  		 	1,271.5	  		 	1,797.9	  		 	469.1	  		 	(136.3	) 		 	8,443.2	  	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Gross profit		 	1,162.2	  		 	250.6	  		 	436.7	  		 	81.2	  		 	—  	  		 	1,930.7	  	
Outbound freight and handling		 	233.3	  		 	46.4	  		 	75.5	  		 	10.3	  		 	—  	  		 	365.5	  	
Warehousing, selling and administrative		 	490.9	  		 	97.4	  		 	276.2	  		 	53.3	  		 	5.7	  		 	923.5	  	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Adjusted EBITDA		$	438.0	  		$	106.8	  		$	85.0	  		$	17.6	  		$	(5.7	) 		$	641.7	  	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Other operating expenses, net																						 	197.1	  	
Depreciation																						 	133.5	  	
Amortization																						 	96.0	  	
Impairment charges																						 	0.3	  	
Loss on extinguishment of debt																						 	1.2	  	
Interest expense, net																						 	250.6	  	
Other income, net																						 	(1.1	) 	
Income tax benefit																						 	(15.8	) 	
	 				 				 				 				 				 	 	 	 	
Net loss																						$	(20.1	) 	
	 				 				 				 				 				 	 	 	 	
Total assets		$	4,130.4	  		$	1,986.5	  		$	1,059.2	  		$	310.8	  		$	(1,410.3	) 		$	6,076.6	  	
Property, plant and equipment, net		 	621.6	  		 	135.8	  		 	189.4	  		 	25.1	  		 	60.4	  		 	1,032.3	  	
Capital expenditures		 	73.1	  		 	9.3	  		 	24.9	  		 	5.1	  		 	1.5	  		 	113.9	  	
 
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UNIVAR INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(in millions)	 	USA	 	 	Canada	 	 	EMEA	 	 	Rest of
World	 	 	Other/
Eliminations	 	 	Consolidated	 	
Year ended December 31, 2013	 				 				 				 				 				 				
Net sales:	 				 				 				 				 				 				
External customers	 	$	5,964.5	  	 	$	1,558.7	  	 	$	2,326.8	  	 	$	474.6	  	 	$	—  	  	 	$	10,324.6	  	
Inter-segment	 	 	116.5	  	 	 	8.0	  	 	 	4.0	  	 	 	—  	  	 	 	(128.5	) 	 	 	—  	  	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Total net sales		 	6,081.0	  		 	1,566.7	  		 	2,330.8	  		 	474.6	  		 	(128.5	) 		 	10,324.6	  	
Cost of goods sold (exclusive of depreciation)		 	4,953.4	  		 	1,316.6	  		 	1,902.9	  		 	404.3	  		 	(128.5	) 		 	8,448.7	  	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Gross profit		 	1,127.6	  		 	250.1	  		 	427.9	  		 	70.3	  		 	—  	  		 	1,875.9	  	
Outbound freight and handling		 	201.3	  		 	41.6	  		 	76.1	  		 	7.0	  		 	—  	  		 	326.0	  	
Warehousing, selling and administrative		 	492.6	  		 	102.4	  		 	299.3	  		 	48.3	  		 	9.1	  		 	951.7	  	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Adjusted EBITDA		$	433.7	  		$	106.1	  		$	52.5	  		$	15.0	  		$	(9.1	) 		$	598.2	  	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Other operating expenses, net																						 	12.0	  	
Depreciation																						 	128.1	  	
Amortization																						 	100.0	  	
Impairment charges																						 	135.6	  	
Loss on extinguishment of debt																						 	2.5	  	
Interest expense, net																						 	294.5	  	
Other expense, net																						 	17.6	  	
Income tax benefit																						 	(9.8	) 	
	 				 				 				 				 				 	 	 	 	
Net loss																						$	(82.3	) 	
	 				 				 				 				 				 	 	 	 	
Total assets		$	4,127.2	  		$	1,780.2	  		$	1,441.6	  		$	268.9	  		$	(1,400.9	) 		$	6,217.0	  	
Property, plant and equipment, net		 	621.9	  		 	147.6	  		 	226.7	  		 	26.0	  		 	74.9	  		 	1,097.1	  	
Capital expenditures		 	59.9	  		 	15.8	  		 	23.8	  		 	3.0	  		 	38.8	  		 	141.3	  	
 
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UNIVAR INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(in millions)	 	USA	 	 	Canada	 	 	EMEA	 	 	Rest of
World	 	 	Other/
Eliminations	 	 	Consolidated	 	
Year ended December 31, 2012	 				 				 				 				 				 				
Net sales	 				 				 				 				 				 				
External customers	 	$	5,659.2	  	 	$	1,494.4	  	 	$	2,283.0	  	 	$	310.5	  	 	$	—  	  	 	$	9,747.1	  	
Inter-segment	 	 	138.2	  	 	 	16.0	  	 	 	4.3	  	 	 	—  	  	 	 	(158.5	) 	 	 	—  	  	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Total net sales		 	5,797.4	  		 	1,510.4	  		 	2,287.3	  		 	310.5	  		 	(158.5	) 		 	9,747.1	  	
Cost of goods sold (exclusive of depreciation)		 	4,728.7	  		 	1,242.0	  		 	1,851.1	  		 	261.3	  		 	(158.5	) 		 	7,924.6	  	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Gross profit		 	1,068.7	  		 	268.4	  		 	436.2	  		 	49.2	  		 	—  	  		 	1,822.5	  	
Outbound freight and handling		 	186.1	  		 	38.1	  		 	77.7	  		 	6.3	  		 	—  	  		 	308.2	  	
Warehousing, selling and administrative		 	456.6	  		 	103.8	  		 	298.8	  		 	39.2	  		 	8.7	  		 	907.1	  	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Adjusted EBITDA		$	426.0	  		$	126.5	  		$	59.7	  		$	3.7	  		$	(8.7	) 		$	607.2	  	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Other operating expenses, net																						 	177.7	  	
Depreciation																						 	111.7	  	
Amortization																						 	93.3	  	
Impairment charges																						 	75.8	  	
Loss on extinguishment of debt																						 	0.5	  	
Interest expense, net																						 	268.1	  	
Other expense, net																						 	1.9	  	
Income tax expense																						 	75.6	  	
	 				 				 				 				 				 	 	 	 	
Net loss																						$	(197.4	) 	
	 				 				 				 				 				 	 	 	 	
Total assets		$	4,049.6	  		$	1,812.1	  		$	1,446.5	  		$	218.2	  		$	(995.9	) 		$	6,530.5	  	
Property, plant and equipment, net		 	630.4	  		 	153.9	  		 	240.3	  		 	9.1	  		 	119.1	  		 	1,152.8	  	
Capital expenditures		 	35.4	  		 	14.7	  		 	53.7	  		 	1.9	  		 	64.4	  		 	170.1	  	
Business line information
Over 95% of the Company’s net sales from external customers relate to its industrial chemical business. Other sales to external customers relate to pest control products and equipment related to the pest management industry and services for collecting and arranging for the transportation of hazardous and nonhazardous waste.
Risks and concentrations
No single customer accounted for more than 10% of net sales in any of the years presented.
The Company is exposed to credit loss and loss of liquidity availability if the financial institutions or counterparties issuing us debt securities fail to perform. We minimize exposure to these credit risks by dealing with a diversified group of investment grade financial institutions. We manage credit risk by monitoring the credit ratings and market indicators of credit risk of our lending counterparties. We do not anticipate any nonperformance by any of the counterparties.
The Company has portions of its labor force that are a part of collective bargaining agreements. A work stoppage or other limitation on operations could occur as a result of disputes under existing collective bargaining agreements with labor unions or government based work counsels or in connection with negotiation of new collective bargaining agreements. As of December 31, 2014 and 2013, approximately 26 percent and 29 percent of the Company’s labor force is covered by a collective bargaining agreement, respectively. As of December 31, 2014, approximately 6 percent of the Company’s labor force is covered by a collective bargaining agreement that will expire within one year.
 
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UNIVAR INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
 
21. Quarterly financial information (unaudited)
The following tables contain selected unaudited statement of operations information for each quarter of the year ended December 31, 2014 and 2013. The tables include all adjustments, consisting only of normal recurring adjustments, that is necessary for fair presentation of the consolidated financial position and operating results for the quarters presented. Our business is affected by seasonality, which historically has resulted in higher sales volume during our second and third quarter.
Unaudited quarterly results for the year ended December 31, 2014 are as follows:

 	  	Year ended December 31, 2014	 	
(in millions, except share and per share data)	  	March 31	 	 	June 30	 	  	September 30	 	  	December 31 1	 	
Net sales	  	$	2,516.4	  	 	$	2,861.4	  	  	$	2,608.9	  	  	$	2,387.2	  	
Gross profit	  	 	472.4	  	 	 	500.5	  	  	 	493.1	  	  	 	464.7	  	
Income (loss) before income taxes	  	 	2.6	  	 	 	29.3	  	  	 	48.0	  	  	 	(115.8	) 	
Income tax expense (benefit)	  	 	5.4	  	 	 	9.8	  	  	 	2.2	  	  	 	(33.2	) 	
Net income (loss)	  	 	(2.8	) 	 	 	19.5	  	  	 	45.8	  	  	 	(82.6	) 	
Income (loss) per share:	  				 				  				  				
Basic and diluted	  	$	(0.01	) 	 	$	0.10	  	  	$	0.23	  	  	$	(0.42	) 	
Shares used in computation of income (loss) per share:	  				 				  				  				
Basic	  	 	197,746,968	  	 	 	197,880,599	  	  	 	197,933,204	  	  	 	198,007,605	  	
Diluted	  	 	197,746,968	  	 	 	199,169,871	  	  	 	199,537,190	  	  	 	198,007,605	  	

(1)	Included in the fourth quarter of 2014 was a loss of $117.8 million relating to the annual mark to market adjustment on the defined benefit pension and postretirement plans. Refer to the “Note 8: Employee benefit plans” for further information. Also, included in the fourth quarter of 2014 was a net gain of $18.4 million relating to the release of unrealized tax benefits due to the statute of limitations expiration. Refer to “Note 7: Income taxes” for further information.	
Unaudited quarterly results for the year ended December 31, 2013 are as follows:

 	  	Year ended December 31, 2013	 	
(in millions, except share and per share data)	  	March 31 1	 	 	June 30 2	 	 	September 30 3	 	 	December 31 4	 	
Net sales	  	$	2,490.5	  	 	$	2,795.2	  	 	$	2,619.6	  	 	$	2,419.3	  	
Gross profit	  	 	464.3	  	 	 	483.6	  	 	 	471.2	  	 	 	456.8	  	
Income (loss) before income taxes	  	 	(58.5	) 	 	 	(27.0	) 	 	 	(50.3	) 	 	 	43.7	  	
Income tax expense (benefit)	  	 	(5.3	) 	 	 	(10.0	) 	 	 	(0.2	) 	 	 	5.7	  	
Net income (loss)	  	 	(53.2	) 	 	 	(17.0	) 	 	 	(50.1	) 	 	 	38.0	  	
Income (loss) per share:	  				 				 				 				
Basic and diluted	  	$	(0.27	) 	 	$	(0.09	) 	 	$	(0.25	) 	 	$	0.19	  	
Shares used in computation of income (loss) per share:	  				 				 				 				
Basic	  	 	197,019,812	  	 	 	197,020,378	  	 	 	196,958,482	  	 	 	197,242,550	  	
Diluted.	  	 	197,019,812	  	 	 	197,020,378	  	 	 	196,958,482	  	 	 	197,402,747	  	

(1)	Included in the first quarter of 2013 within interest expense were $27.1 million of fees associated with the March 2013 early payment on the Subordinated Notes of $350.0 million.	
(2)	Included in the second quarter of 2013 was the impairment of a global enterprise resource planning system of $58.0 million. Refer to the “Note 11: Property, plant and equipment, net” for further information.	
 
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UNIVAR INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
 
(3)	Included in the third quarter of 2013 was the Rest of World goodwill impairment charge of $73.3 million. Refer to the “Note 12: Goodwill and intangible assets” for further information.	
(4)	Included in the fourth quarter of 2013 was a gain of $73.5 million relating to the annual mark to market adjustment on the defined benefit pension and postretirement plans. Refer to the “Note 8: Employee benefit plans” for further information.	
22. Subsequent events
The Company has evaluated subsequent events through February 27, 2015, the date that these financial statements were available to be issued.
 
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                Shares
Univar Inc.
Common Stock

 
 
PROSPECTUS

Deutsche Bank Securities
Goldman, Sachs & Co.
BofA Merrill Lynch
Barclays
Credit Suisse
J.P. Morgan
Jefferies
Morgan Stanley
                , 2015

Through and including the 25th day after the date of this prospectus, all dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers’ obligations to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

 

Table of Contents
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
 
ITEM 13.	OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.	
The following table sets forth the estimated expenses payable by us in connection with the sale and distribution of the securities registered hereby, other than underwriting discounts or commissions. All amounts are estimates except for the SEC registration fee and the FINRA filing fee.

SEC Registration Fee		$	12,880	  	
FINRA Filing Fee		$	15,500	  	
Stock Exchange Listing Fee		$	*    	  	
Printing Fees and Expenses		$	*    	  	
Accounting Fees and Expenses		$	*    	  	
Legal Fees and Expenses		$	*    	  	
Transfer Agent Fees and Expenses		$	*    	  	
Miscellaneous		$	*    	  	
Total		$	*    	  	

* To be filed by amendment.
 
ITEM 14.	INDEMNIFICATION OF DIRECTORS AND OFFICERS	
Delaware General Corporation Law
Univar Inc. is incorporated under the laws of the state of Delaware.
Section 145(a) of the General Corporation Law of the State of Delaware, or the DGCL, provides that a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit or proceeding if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the person’s conduct was unlawful.
Section 145(b) of the DGCL provides that a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees) actually and reasonably incurred by the person in connection with the defense or settlement of such action or suit if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Delaware Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all of the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Delaware Court of Chancery or such other court shall deem proper.
 
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Section 145(c) of the DGCL provides that to the extent that a present or former director or officer of a corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in subsections (a) and (b) of Section 145 of the DGCL, or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith.
Section 145(e) of the DGCL provides that expenses, including attorneys’ fees, incurred by an officer or director of the corporation in defending any civil, criminal, administrative or investigative action, suit or proceeding may be paid by the corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified by the corporation as authorized in Section 145 of the DGCL. Such expenses, including attorneys’ fees, incurred by former directors and officers or other persons serving at the request of the corporation as directors, officers, employees or agents of another corporation, partnership, joint venture, trust or other enterprise may be so paid upon such terms and conditions, if any, as the corporation deems appropriate.
Section 145(g) of the DGCL specifically allows a Delaware corporation to purchase liability insurance on behalf of its directors and officers and to insure against potential liability of such directors and officers regardless of whether the corporation would have the power to indemnify such directors and officers under Section 145 of the DGCL.
Our Third Amended and Restated Certificate of Incorporation will contain provisions permitted under Delaware General Corporation Law relating to the liability of directors. These provisions will eliminate a director’s personal liability to the fullest extent permitted by the DGCL for monetary damages resulting from a breach of fiduciary duty, except in circumstances involving:
 
 	•	 	any breach of the director’s duty of loyalty;	
 
 	•	 	acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of the law;	
 
 	•	 	under Section 174 of the DGCL (unlawful dividends); or	
 
 	•	 	any transaction from which the director derives an improper personal benefit.	
Our Third Amended and Restated Certificate of Incorporation and our Second Amended and Restated By-laws will require us to indemnify and advance expenses to our directors and officers to the fullest extent not prohibited by the DGCL and other applicable law, except in the case of a proceeding instituted by the director without the approval of our board of directors. Our Third Amended and Restated Certificate of Incorporation and our Second Amended and Restated By-laws will provide that we are required to indemnify our directors and officers, to the fullest extent permitted by law, for all judgments, fines, settlements, legal fees and other expenses incurred in connection with pending or threatened legal proceedings because of the director’s or officer’s positions with us or another entity that the director or officer serves at our request, subject to various conditions, and to advance funds to our directors and officers to enable them to defend against such proceedings. To receive indemnification, the director or officer must have been successful in the legal proceeding or have acted in good faith and in what was reasonably believed to be a lawful manner in our best interest and, with respect to any criminal proceeding, had no reasonable cause to believe his or her conduct was unlawful.
Section 102(b)(7) of the DGCL permits a Delaware corporation to include a provision in its certificate of incorporation eliminating or limiting the personal liability of directors to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director. This provision, however, may not eliminate or limit a director’s liability (1) for breach of the director’s duty of loyalty to the corporation or its stockholders, (2) for acts or omissions not in good faith or involving intentional misconduct or a knowing violation of law, (3) under Section 174 of the DGCL, or (4) for any transaction from which the director derived an improper personal benefit. Our Third Amended and Restated Certificate of Incorporation will contain such a provision.
 
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Indemnification Agreements
Prior to the completion of this offering, we will enter into indemnification agreements with our directors and executive officers. The indemnification agreements will provide the directors and executive officers with contractual rights to the indemnification and expense advancement rights provided under our Second Amended and Restated by-laws, as well as contractual rights to additional indemnification as provided in the indemnification agreements.
We have entered into indemnification agreements with the Equity Sponsors, pursuant to which we indemnify the Equity Sponsors and their respective affiliates, directors, officers, partners, members, employees, agents, representatives and controlling persons, against certain liabilities arising out of performance of the consulting agreement, securities offerings by us and certain other claims and liabilities.
Directors’ and Officers’ Liability Insurance
We have obtained directors’ and officers’ liability insurance which insures against certain liabilities that our directors and officers and our subsidiaries, may, in such capacities, incur.
Underwriting Agreement
The underwriting agreement filed as Exhibit 1.1 to this registration statement will provide for indemnification by the underwriters of us and our officers and directors for certain liabilities arising under the Securities Act or otherwise.
 
ITEM 15.	RECENT SALES OF UNREGISTERED SECURITIES	
In November 2012, we issued 9,648 shares of our common stock to certain former employees upon exercise of vested options at a purchase price of $10.00 per share.
In December 2012, we issued 89,571 shares of our common stock to one of our former employees upon exercise of vested options at a purchase price of $10.00 per share.
In January 2013, we issued 5,031 shares of our common stock to one of our former employees upon exercise of vested options at a purchase price of $10.00 per share.
In August 2014, we issued 6,951 shares of our common stock to one of our former employees upon exercise of vested options at a purchase price of $8.73 per share.
In August 2014, we issued 1,187 shares of our common stock to one of our former employees upon exercise of vested options at a purchase price of $7.32 per share.
In November 2014, we issued 49,648 shares of our common stock to one of our former employees upon exercise of vested options at a purchase price of $10.00 per share.
In December 2014, we issued 38,812 shares of our common stock to one of our former employees upon exercise of vested options at a purchase price of $9.14 per share.
In February 2015, we issued 18,000 shares of our common stock to one of our former employees upon exercise of vested options at a purchase price of $10.00 per share.
In November 2012, we issued 1,000,000 restricted shares of our common stock to one of our executive officers with a value of $10.62 per share.
 
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In November 2012, we issued 700,000 restricted shares of our common stock to certain executive officers with a value of $9.34 per share.
On November 11, 2013, we issued 447,600 shares of our common stock to several of our executive officers in exchange for approximately $3.3 million in cash.
On December 13, 2013, we issued 15,000 shares of our common stock to one of our executive officers in exchange for $109,800 in cash.
On February 1, 2014, we issued 100,000 shares of our common stock to one of our executive officers in exchange for $932,000 in cash.
On February 3, 2014, we issued 80,165 shares of our common stock to several of our executive officers in exchange for approximately $750,000 in cash.
On February 10, 2014, we issued 50,000 shares of our common stock to one of our executive officers in exchange for $467,000 in cash.
On March 1, 2014, we issued 50,000 shares of our common stock to one of our executive officers in exchange for $467,000 in cash.
On April 1, 2014, we issued 20,000 shares of our common stock to one of our executive officers in exchange for $225,800 in cash.
On April 11, 2014, we issued 1,000 shares of our common stock to one of our executive officers in exchange for $11,290 in cash.
On February 18, 2015, we issued 95,602 shares of our common stock to one of our executive officers in exchange for approximately $1 million in cash.
The sales of the above securities were deemed to be exempt from registration under the Securities Act in reliance upon Section 4(a)(2) of the Securities Act (or Regulation D or Regulation S promulgated thereunder), or Rule 701 promulgated under Section 3(b) of the Securities Act as transactions by an issuer not involving any public offering or pursuant to benefit plans and contracts relating to compensation as provided under Rule 701. The recipients of the securities in each of these transactions represented their intentions to acquire the securities for investment only and not with a view to or for sale in connection with any distribution thereof, and appropriate legends were placed upon the stock certificates issued in these transactions. All recipients had adequate access, through their relationships with us, to information about us. The sales of these securities were made without any general solicitation or advertising.
There were no underwriters employed in connection with any of the transactions set forth in this Item 15.
 
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ITEM 16.	EXHIBITS AND FINANCIAL STATEMENT SCHEDULES	
(a) Exhibits.
The following exhibits are included as exhibits to this Registration Statement.
Exhibit List

Exhibit
Number	  	Exhibit Description	
1.1*	  	Form of Underwriting Agreement.	
		
3.1*	  	Form of Third Amended and Restated Certificate of Incorporation to be effective upon completion of the offering	
		
3.2*	  	Form of Second Amended and Restated Bylaws to be effective upon completion of the offering	
		
4.1*	  	Form of Common Stock Certificate	
		
4.2**	  	Indenture, dated as of October 11, 2007, by and among Univar Inc., the guarantors party thereto and Wells Fargo Bank, National Association, as trustee	
		
4.3**	  	First Supplemental Indenture, dated as of October 19, 2007, by and among Univar Inc., UnivarHoldco Inc. and Wells Fargo Bank, National Association, as trustee	
		
4.4**	  	Second Supplemental Indenture, dated as of September 20, 2010, by and among Univar Inc., the guarantors party thereto and Wells Fargo Bank, National Association, as trustee	
		
4.5**	  	Amendment to the Second Supplemental Indenture, dated as of October 8, 2010, by and among Univar Inc., the guarantors party thereto and Wells Fargo Bank, National Association, as trustee	
		
4.6**	  	Second Amendment to the Second Supplemental Indenture, dated as of October 28, 2010, by and among Univar Inc., the guarantors party thereto and Wells Fargo Bank, National Association, as trustee	
		
4.7**	  	Third Supplemental Indenture, dated as of November 15, 2010, by and among Univar Inc., the guarantors party thereto and Wells Fargo Bank, National Association, as trustee	
		
4.8**	  	Fourth Supplemental Indenture, dated as of December 20, 2010, by and among Univar Inc., the guarantors party thereto and Wells Fargo Bank, National Association, as trustee	
		
4.9**	  	Fifth Supplemental Indenture, dated as of October 1, 2012, by and among Univar Inc., the guarantors party thereto and Wells Fargo Bank, National Association, as trustee	
		
4.10**	  	Sixth Supplemental Indenture, dated as of February 4, 2013, by and among Univar Inc., the guarantors party thereto and Wells Fargo Bank, National Association, as trustee	
		
4.11**	  	Seventh Supplemental Indenture, dated as of March 27, 2013, by and among Univar Inc., the guarantors party thereto and Wells Fargo Bank, National Association, as trustee	
		
4.12**	  	Indenture, dated as of December 20, 2010, by and among Univar Inc., the guarantors party thereto and Wells Fargo Bank, National Association, as trustee	
		
4.13**	  	Supplemental Indenture, dated as of October 1, 2012, by and among Univar Inc., the guarantors party thereto and Wells Fargo Bank, National Association, as trustee	
		
4.14**	  	Second Supplemental Indenture, dated as of February 4, 2013, by and among Univar Inc., the guarantors party thereto and Wells Fargo Bank, National Association, as trustee	
		
4.15**	  	Third Supplemental Indenture, dated as of March 18, 2013, by and among Univar Inc., the guarantors party thereto and Wells Fargo Bank, National Association, as trustee	
 
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Exhibit
Number	  	Exhibit Description	
4.16**	  	Registration Rights Agreement, dated as of December 20, 2010, by and among Univar Inc., the guarantors party thereto, Apollo Investment Corporation, AIE EuroLux S.à.r.l., GSLP I Offshore Holdings Fund A, L.P., GSLP I Offshore Holdings Fund B, L.P., GSLP I Offshore Holdings Fund C, L.P., GSLP Onshore Holdings Fund, L.L.C., FS Investment Corporation, GSO COF Facility LLC, Highbridge Principal Strategies—Mezzanine Partners Delaware Subsidiary, LLC, Highbridge Principal Strategies—Institutional Mezzanine Partners Subsidiary, L.P., Highbridge Principal Strategies—Offshore Mezzanine Partners Master Fund, L.P., Highbridge Mezzanine Partners LLC and JPM Mezzanine Capital, LLC	
		
  4.17*	  	Form of Fourth Amended and Restated Stockholders’ Agreement	
		
  5.1*	  	Opinion of Debevoise & Plimpton LLP	
		
10.1**	  	Fourth Amended and Restated Credit Agreement, dated as of February 22, 2013, by and among Univar Inc., as borrower, Bank of America, N.A., as administrative agent, joint lead arranger and joint bookrunner, and Deutsche Bank Securities Inc., Goldman Sachs Lending Partners LLC, HSBC Securities (USA) Inc., J.P. Morgan Securities LLC, Morgan Stanley Senior Funding, Inc. and Wells Fargo Securities, LLC, as joint lead arrangers and joint bookrunners	
		
10.2**	  	Amended and Restated Security Agreement, dated as of October 11, 2007 and amended and restated as of February 28, 2011, by and among Univar Inc., the grantors party thereto and Bank of America, N.A., as collateral agent	
		
10.3**	  	Supplement No. 1 to the Amended and Restated Security Agreement, dated as of October 31, 2009, by and among the grantors party thereto and Bank of America, N.A., as collateral agent	
		
10.4**	  	Supplement No. 2 to the Amended and Restated Security Agreement, dated as of February 12, 2013, by and among the grantors party thereto and Bank of America, N.A., as collateral agent	
		
10.5**	  	Amended and Restated Guarantee, dated as of October 11, 2007, as reaffirmed on September 20, 2010 and further amended and restated as of February 28, 2011, by the guarantors party thereto and Bank of America, N.A., as administrative agent	
		
10.6**	  	Second Amended and Restated Senior ABL Credit Agreement, dated as of March 25, 2013, by and among Univar Inc., as U.S. parent borrower, the borrowers party thereto, Univar Canada, Ltd., as Canadian borrower, the facility guarantors party thereto, Bank of America, N.A. as U.S. administrative agent, U.S. swingline lender and collateral agent, Bank of America, N.A. (acting through its Canada branch) as Canadian administrative agent, Canadian swingline lender and Canadian letter of credit issuer, the lenders from time to time party thereto, Wells Fargo Capital Finance, LLC, J.P, Morgan Securities LLC and Deutsche Bank Securities Inc. as co-syndication agents, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Wells Fargo Capital Finance LLC as joint lead arrangers, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Wells Fargo Capital Finance LLC, Deutsche Bank Securities Inc. and J.P. Morgan Securities LLC as joint bookrunners, and HSBC Bank USA, N.A., Union Bank, N.A., Morgan Stanley Senior Funding, Inc. and SunTrust Bank, as co-documentation agents	
		
10.7**	  	ABL Pledge and Security Agreement, dated as of October 11, 2007, by and among Univar Inc., the grantors party thereto and Bank of America, N.A., as collateral agent	
		
10.8**	  	Supplement No. 1 to the ABL Pledge and Security Agreement, dated as of October 31, 2009, by and among the grantors party thereto and Bank of America, N.A., as collateral agent	
		
10.9**	  	Supplement No. 2 to the ABL Pledge and Security Agreement, dated as of February 12, 2013, by and among the grantors party thereto and Bank of America, N.A., as collateral agent	
		
10.10**	  	ABL Patent Security Agreement, dated as of October 11, 2007, by Univar USA Inc. in favor of Bank of America, N.A., in its capacity as collateral agent	
 
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Exhibit
Number	 	Exhibit Description	
10.11**	 	ABL Copyright Security Agreement, dated as of October 11, 2007, by Univar USA Inc. in favor of Bank of America, N.A., in its capacity as collateral agent	
		
10.12**	 	ABL Trademark Security Agreement, dated as of October 11, 2007, by and among ChemPoint.com, Inc., Univar North American Corporation and Univar USA Inc. in favor of Bank of America, N.A., in its capacity as collateral agent	
		
10.13**	 	Canadian ABL Pledge and Security Agreement, dated as of October 11, 2007, among Univar Canada Ltd., each grantor party thereto and Bank of America, N.A., as collateral agent	
		
10.14**	 	Intercreditor Agreement, dated as of October 11, 2007, between Bank of America, N.A., in its capacities as administrative agent and collateral agent under the ABL Credit Agreement, and Bank of America, N.A., in its capacities as administrative agent and collateral agent under the Term Credit Agreement	
		
10.15**	 	Amendment No. 1 to the Intercreditor Agreement, dated as of November 30, 2010, between Bank of America, N.A., in its capacities as administrative agent and collateral agent under the ABL Credit Agreement, and Bank of America, N.A., in its capacities as administrative agent and collateral agent under the Term Credit Agreement	
		
10.16**	 	European ABL Facility Agreement, dated as of March 24, 2014, by and among Univar B.V., the other borrowers from time to time party thereto, Univar Inc., as guarantor, J.P. Morgan Securities LLC, as sole lead arranger and joint bookrunner, Bank of America, N.A., as joint bookrunner and syndication agent, and J.P. Morgan Europe Limited, as administrative agent and collateral agent	
		
10.17**	 	Consulting Agreement, dated as of November 30, 2010, by and among Univar Inc., Univar USA Inc. and Clayton, Dubilier & Rice, LLC	
		
10.18**	 	Implementation and Facilitation Agreement, dated as of November 30, 2010, among Univar, Inc., Univar USA, Inc., CVC European Equity IV (AB) Limited, CVC European Equity IV (CDE) Limited and CVC Europe Equity Tandem GP Limited	
		
10.19**	 	Monitoring Agreement, dated as of November 30, 2010, among Univar Inc., Univar USA Inc. and CVC Capital Partners Advisory Company (Luxembourg) S.à.r.l.	
		
10.20**	 	Univar Expense Reimbursement Agreement, dated as of December 31, 2013, by and between Univar N.V. and Univar Inc.	
		
10.21**	 	Expense Reimbursement Agreement, dated as of December 31, 2013, by and among CVC Capital Partners Advisory Company (Luxembourg) S.à.r.l., Clayton, Dubilier & Rice, LLC, Univar USA Inc. and Univar Inc.	
		
10.22**†	 	Letter Agreement, dated January 31, 2013, by and among Univar N.V., CD&R Univar Holdings, L.P. and Mark J. Byrne	
		
10.23**†	 	Employment Agreement, dated as of April 19, 2012, by and between Univar Inc. and J. Erik Fyrwald	
		
10.24**†	 	Employment Agreement, dated as of December 20, 2012, by and between Univar Inc. and D. Beatty D’Alessandro	
		
10.25**†	 	Employment Agreement, dated as of April 14, 2008, by and between Univar Inc. and Steven Nielsen	
		
10.26**†	 	Amendment to Employment Agreement, dated as of April 9, 2009, by and between Univar Inc. and Steven Nielsen	
		
10.27**†	 	Release, dated as of January 15, 2013, by and between Univar Inc. and Steven Nielsen	
		
10.28†	 	Offer Letter and Non-Compete, dated as of February 26, 2013, by and between Univar Inc. and George J. Fuller	
 
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Exhibit
Number	 	Exhibit Description	
10.29**†	 	Employment Agreement, effective as of January 18, 2010, by and between Univar Inc. and Edward A. Evans	
		
10.30**†	 	Release Agreement, dated as of December 31, 2013, by and between Univar Inc. and Edward A. Evans	
		
10.31**†	 	Univar Inc. Management Incentive Plan	
		
10.32**†	 	Univar Inc. 2011 Stock Incentive Plan, effective as of March 28, 2011	
		
10.33**†	 	Amendment No. 1 to the Univar Inc. 2011 Stock Incentive Plan, dated as of November 30, 2012	
		
10.34**†	 	Form of Employee Stock Option Agreement	
		
10.35**†	 	Employee Restricted Stock Agreement, dated as of November 30, 2012, by and between Univar Inc. and J. Erik Fyrwald	
		
10.36†	 	Amended and Restated Stockholders Agreement, dated as of November 30, 2010, among Ulysses Luxembourg S.ar.l., Ulysses Participation S.ar.l., Parcom Buy Out Fund II B.V., GSMP V Onshore US. Ltd., GSMP V Offshore US. Ltd., GSMP V Institutional US, Ltd., Société Générale Bank & Trust and the other stockholders party thereto.	
		
10.37**†	 	Univar USA Inc. Supplemental Valued Investment Plan, dated as of July 1, 2010	
		
10.38**†	 	First Amendment to the Univar USA Inc. Supplemental Valued Investment Plan, dated as of February 9, 2011	
		
10.39**†	 	Second Amendment to the Univar USA Inc. Supplemental Valued Investment Plan, dated as of May 2, 2011	
		
10.40**†	 	Third Amendment to the Univar USA Inc. Supplemental Valued Investment Plan, dated as of June 15, 2011	
		
10.41**†	 	Fourth Amendment to the Univar USA Inc. Supplemental Valued Investment Plan, dated as of September 7, 2011	
		
10.42**†	 	Fifth Amendment to the Univar USA Inc. Supplemental Valued Investment Plan, dated as of December 15, 2011	
		
10.43**†	 	Sixth Amendment to the Univar USA Inc. Supplemental Valued Investment Plan, dated as of June 18, 2012	
		
10.44**†	 	Univar USA Inc. Retirement Plan, dated as of January 1, 2012	
		
10.45**†	 	Univar USA Inc. Supplemental Benefits Plan, dated as of July 1, 2004	
		
10.46**†	 	Fourth Amendment to the Univar USA Inc. Supplemental Retirement Plan, dated as of December 6, 2007	
		
10.47**†	 	Form of Univar Inc. 2015 Omnibus Equity Incentive Plan	
		
10.48†	 	Employment Agreement, dated as of December 8, 2014, by and between Univar Inc. and Carl J. Lukach	
		
10.49†	 	Release, dated as of December 8, 2014, by and between Univar Inc. and D. Beatty D’Alessandro	
		
10.50†	 	Employment Agreement, dated as of November 30, 2012, by and between Univar Inc. and David E. Flitman	
		
10.51†	 	Amended and Restated Employment Agreement, dated as of February 1, 2014, by and between Univar Inc. and Mark J. Byrne	
		
10.52†	 	Consulting Agreement, dated as of February 1, 2015, by and between Univar Inc. and Mark J. Byrne	
		
10.53†	 	Employment Agreement, dated as of January 10, 2011, by and between Univar Europe Limited and David Jukes	
 
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Exhibit
Number	  	Exhibit Description	
10.54	  	Indemnification Agreement, dated as of November 30, 2010, by and among CVC European Equity Partners IV (A) L.P., CVC European Equity Partners IV (B) L.P., CVC European Equity Partners IV (C) L.P., CVC European Equity Partners IV (D) L.P., CVC European Equity Partners IV (E) L.P., CVC European Equity Partners Tandem Fund (A) L.P., CVC European Equity Partners Tandem Fund (B) L.P., CVC European Equity Partners Tandem Fund (C) L.P., CVC European Equity IV (AB) Limited, CVC European Equity IV (CDE) Limited, CVC European Equity Tandem GP Limited, CVC Capital Partners Advisory Company (Luxembourg) S.à.r.l, Univar Inc. and Univar USA Inc.	
		
10.55	  	Indemnification Agreement, dated as of November 30, 2010, by and among CD&R Univar Holdings, L.P., Clayton, Dubilier & Rice Fund VIII, L.P., CD&R Friends & Family Fund VIII, L.P., CD&R Advisor Univar Co-Investor, L.P., CD&R Univar Co-Investor, L.P., CD&R Univar Co-Investor II, L.P., CD&R Univar NEP VIII Co-Investor, LLC, CD&R Univar NEP IX Co-Investor, LLC, Clayton, Dubilier & Rice, LLC, Univar Inc. and Univar USA Inc.	
		
10.56*	  	Form of Indemnification Agreement	
		
10.57*	  	Form of Termination Agreement by and among Univar Inc., Univar USA Inc. and Clayton, Dubilier & Rice, LLC	
		
10.58*	  	Form of Termination Agreement by and among Univar, Inc., Univar USA, Inc., CVC European Equity IV (AB) Limited, CVC European Equity IV (CDE) Limited and CVC Europe Equity Tandem GP Limited	
		
10.59*	  	Form of Termination Agreement by and among Univar, Inc., Univar USA, Inc., and CVC Capital Partners Advisory Company (Luxembourg) S.à.r.l	
		
10.60†	  	Employment Agreement, dated as of November 19, 2012, by and between Univar Inc. and Christopher Oversby	
		
10.61†	  	First Amendment to Employment Agreement, dated as of August 8, 2013, by and between Univar Inc. and Christopher Oversby	
		
10.62†	  	2014 Form of Employee Stock Option Agreement	
		
10.63†	  	2014 Form of Employee Restricted Stock Agreement	
		
21.1**	  	List of Subsidiaries	
		
23.1*	  	Consent of Debevoise & Plimpton LLP (included in Exhibit 5.1)	
		
23.2	  	Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm	
		
24.1**	  	Power of Attorney (contained in signature pages to the Registration Statement on Form S-1)	

*	To be filed by amendment.	
**	Previously filed.	
†	Identifies each management compensation plan or arrangement.	
(b) Financial Statement Schedules.
No financial statement schedules are included herein. All other schedules for which provision is made in the applicable accounting regulations of the SEC are not required under the related instructions, are inapplicable or the information is included in the consolidated financial statements and has not therefore been omitted here.
 
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ITEM 17.	UNDERTAKINGS	
(a) The undersigned registrant hereby undertakes to provide to the underwriters at the closing specified in the underwriting agreements certificates in such denominations and registered in such names as required by the underwriters to permit prompt delivery to each purchaser.
(b) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.
(c) The undersigned registrant hereby undertakes that:
 
 	(1)	For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.	
 
 	(2)	For the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.	
 
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, Univar Inc. has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Downers Grove, Illinois, on May 26, 2015.

UNIVAR INC.	
		
By:	 	/s/ Stephen N. Landsman	
	 	Name: Stephen N. Landsman	
	 	Title: Executive Vice President, General Counsel and Secretary	
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Jeffrey H. Siegel and Steven N. Landsman, and each of them, his true and lawful attorneys-in-fact and agents, with full power to act separately and full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and all post-effective amendments thereto, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-facts and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as they or he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or his or their substitute or substitutes may lawfully do or cause to be done by virtue hereof.
This Power of Attorney shall not revoke any powers of attorney previously executed by the undersigned. This Power of Attorney shall not be revoked by any subsequent power of attorney that the undersigned may execute, unless such subsequent power of attorney specifically provides that it revokes this Power of Attorney by referring to the date of the undersigned’s execution of this Power of Attorney. For the avoidance of doubt, whenever two or more powers of attorney granting the powers specified herein are valid, the agents appointed on each shall act separately unless otherwise specified.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on May 26 , 2015 by the following persons in the capacities indicated.

Signature	  	Title	
		
*
J. Erik Fyrwald	  	President and Chief
Executive Officer (Principal Executive Officer), Director	
		
*
Carl J. Lukach	  	Executive Vice President and Chief Financial Officer
(Principal Financial Officer)	
		
*
Jeffrey H. Siegel	  	Senior Vice President and Chief Accounting Officer
(Principal Accounting Officer)	
 
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Signature	  	Title	
		
*
William S. Stavropoulos	  	Director	
		
*
Richard A. Jalkut	  	Director	
		
*
Richard P. Fox	  	Director	
		
*
George K. Jaquette	  	Director	
		
*
Christopher J. Stadler	  	Director	
		
*
Lars Haegg	  	Director	
		
*
David H. Wasserman	  	Director	
		
*
Mark J. Byrne	  	Director	
		
*
Stephen D. Newlin	  	Director	
		
/s/ Christopher D. Pappas
Christopher D. Pappas	  	Director	

*By:	 	/s/ Stephen N. Landsman	
	 	Stephen N. Landsman	
	 	as Attorney-in-Fact	
 
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EXHIBIT INDEX
Exhibit List

Exhibit
Number	  	Exhibit Description	
1.1*	  	Form of Underwriting Agreement.	
		
3.1*	  	Form of Third Amended and Restated Certificate of Incorporation to be effective upon completion of the offering	
		
3.2*	  	Form of Second Amended and Restated Bylaws to be effective upon completion of the offering	
		
4.1*	  	Form of Common Stock Certificate	
		
4.2**	  	Indenture, dated as of October 11, 2007, by and among Univar Inc., the guarantors party thereto and Wells Fargo Bank, National Association, as trustee	
		
4.3**	  	First Supplemental Indenture, dated as of October 19, 2007, by and among Univar Inc., UnivarHoldco Inc. and Wells Fargo Bank, National Association, as trustee	
		
4.4**	  	Second Supplemental Indenture, dated as of September 20, 2010, by and among Univar Inc., the guarantors party thereto and Wells Fargo Bank, National Association, as trustee	
		
4.5**	  	Amendment to the Second Supplemental Indenture, dated as of October 8, 2010, by and among Univar Inc., the guarantors party thereto and Wells Fargo Bank, National Association, as trustee	
		
4.6**	  	Second Amendment to the Second Supplemental Indenture, dated as of October 28, 2010, by and among Univar Inc., the guarantors party thereto and Wells Fargo Bank, National Association, as trustee	
		
4.7**	  	Third Supplemental Indenture, dated as of November 15, 2010, by and among Univar Inc., the guarantors party thereto and Wells Fargo Bank, National Association, as trustee	
		
4.8**	  	Fourth Supplemental Indenture, dated as of December 20, 2010, by and among Univar Inc., the guarantors party thereto and Wells Fargo Bank, National Association, as trustee	
		
4.9**	  	Fifth Supplemental Indenture, dated as of October 1, 2012, by and among Univar Inc., the guarantors party thereto and Wells Fargo Bank, National Association, as trustee	
		
4.10**	  	Sixth Supplemental Indenture, dated as of February 4, 2013, by and among Univar Inc., the guarantors party thereto and Wells Fargo Bank, National Association, as trustee	
		
4.11**	  	Seventh Supplemental Indenture, dated as of March 27, 2013, by and among Univar Inc., the guarantors party thereto and Wells Fargo Bank, National Association, as trustee	
		
4.12**	  	Indenture, dated as of December 20, 2010, by and among Univar Inc., the guarantors party thereto and Wells Fargo Bank, National Association, as trustee	
		
4.13**	  	Supplemental Indenture, dated as of October 1, 2012, by and among Univar Inc., the guarantors party thereto and Wells Fargo Bank, National Association, as trustee	
		
4.14**	  	Second Supplemental Indenture, dated as of February 4, 2013, by and among Univar Inc., the guarantors party thereto and Wells Fargo Bank, National Association, as trustee	
		
4.15**	  	Third Supplemental Indenture, dated as of March 18, 2013, by and among Univar Inc., the guarantors party thereto and Wells Fargo Bank, National Association, as trustee	
		
4.16**	  	Registration Rights Agreement, dated as of December 20, 2010, by and among Univar Inc., the guarantors party thereto, Apollo Investment Corporation, AIE EuroLux S.à.r.l., GSLP I Offshore Holdings Fund A, L.P., GSLP I Offshore Holdings Fund B, L.P., GSLP I Offshore Holdings Fund C,	
 
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Exhibit
Number	  	Exhibit Description	
		
	  	L.P., GSLP Onshore Holdings Fund, L.L.C., FS Investment Corporation, GSO COF Facility LLC, Highbridge Principal Strategies—Mezzanine Partners Delaware Subsidiary, LLC, Highbridge Principal Strategies—Institutional Mezzanine Partners Subsidiary, L.P., Highbridge Principal Strategies—Offshore Mezzanine Partners Master Fund, L.P., Highbridge Mezzanine Partners LLC and JPM Mezzanine Capital, LLC	
		
  4.17*	  	Form of Fourth Amended and Restated Stockholders’ Agreement	
		
  5.1*	  	Opinion of Debevoise & Plimpton LLP	
		
10.1**	  	Fourth Amended and Restated Credit Agreement, dated as of February 22, 2013, by and among Univar Inc., as borrower, Bank of America, N.A., as administrative agent, joint lead arranger and joint bookrunner, and Deutsche Bank Securities Inc., Goldman Sachs Lending Partners LLC, HSBC Securities (USA) Inc., J.P. Morgan Securities LLC, Morgan Stanley Senior Funding, Inc. and Wells Fargo Securities, LLC, as joint lead arrangers and joint bookrunners	
		
10.2**	  	Amended and Restated Security Agreement, dated as of October 11, 2007 and amended and restated as of February 28, 2011, by and among Univar Inc., the grantors party thereto and Bank of America, N.A., as collateral agent	
		
10.3**	  	Supplement No. 1 to the Amended and Restated Security Agreement, dated as of October 31, 2009, by and among the grantors party thereto and Bank of America, N.A., as collateral agent	
		
10.4**	  	Supplement No. 2 to the Amended and Restated Security Agreement, dated as of February 12, 2013, by and among the grantors party thereto and Bank of America, N.A., as collateral agent	
		
10.5**	  	Amended and Restated Guarantee, dated as of October 11, 2007, as reaffirmed on September 20, 2010 and further amended and restated as of February 28, 2011, by the guarantors party thereto and Bank of America, N.A., as administrative agent	
		
10.6**	  	Second Amended and Restated Senior ABL Credit Agreement, dated as of March 25, 2013, by and among Univar Inc., as U.S. parent borrower, the borrowers party thereto, Univar Canada, Ltd., as Canadian borrower, the facility guarantors party thereto, Bank of America, N.A. as U.S. administrative agent, U.S. swingline lender and collateral agent, Bank of America, N.A. (acting through its Canada branch) as Canadian administrative agent, Canadian swingline lender and Canadian letter of credit issuer, the lenders from time to time party thereto, Wells Fargo Capital Finance, LLC, J.P, Morgan Securities LLC and Deutsche Bank Securities Inc. as co-syndication agents, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Wells Fargo Capital Finance LLC as joint lead arrangers, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Wells Fargo Capital Finance LLC, Deutsche Bank Securities Inc. and J.P. Morgan Securities LLC as joint bookrunners, and HSBC Bank USA, N.A., Union Bank, N.A., Morgan Stanley Senior Funding, Inc. and SunTrust Bank, as co-documentation agents	
		
10.7**	  	ABL Pledge and Security Agreement, dated as of October 11, 2007, by and among Univar Inc., the grantors party thereto and Bank of America, N.A., as collateral agent	
		
10.8**	  	Supplement No. 1 to the ABL Pledge and Security Agreement, dated as of October 31, 2009, by and among the grantors party thereto and Bank of America, N.A., as collateral agent	
		
10.9**	  	Supplement No. 2 to the ABL Pledge and Security Agreement, dated as of February 12, 2013, by and among the grantors party thereto and Bank of America, N.A., as collateral agent	
		
10.10**	  	ABL Patent Security Agreement, dated as of October 11, 2007, by Univar USA Inc. in favor of Bank of America, N.A., in its capacity as collateral agent	
 
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Exhibit
Number	 	Exhibit Description	
10.11**	 	ABL Copyright Security Agreement, dated as of October 11, 2007, by Univar USA Inc. in favor of Bank of America, N.A., in its capacity as collateral agent	
		
10.12**	 	ABL Trademark Security Agreement, dated as of October 11, 2007, by and among ChemPoint.com, Inc., Univar North American Corporation and Univar USA Inc. in favor of Bank of America, N.A., in its capacity as collateral agent	
		
10.13**	 	Canadian ABL Pledge and Security Agreement, dated as of October 11, 2007, among Univar Canada Ltd., each grantor party thereto and Bank of America, N.A., as collateral agent	
		
10.14**	 	Intercreditor Agreement, dated as of October 11, 2007, between Bank of America, N.A., in its capacities as administrative agent and collateral agent under the ABL Credit Agreement, and Bank of America, N.A., in its capacities as administrative agent and collateral agent under the Term Credit Agreement	
		
10.15**	 	Amendment No. 1 to the Intercreditor Agreement, dated as of November 30, 2010, between Bank of America, N.A., in its capacities as administrative agent and collateral agent under the ABL Credit Agreement, and Bank of America, N.A., in its capacities as administrative agent and collateral agent under the Term Credit Agreement	
		
10.16**	 	European ABL Facility Agreement, dated as of March 24, 2014, by and among Univar B.V., the other borrowers from time to time party thereto, Univar Inc., as guarantor, J.P. Morgan Securities LLC, as sole lead arranger and joint bookrunner, Bank of America, N.A., as joint bookrunner and syndication agent, and J.P. Morgan Europe Limited, as administrative agent and collateral agent	
		
10.17**	 	Consulting Agreement, dated as of November 30, 2010, by and among Univar Inc., Univar USA Inc. and Clayton, Dubilier & Rice, LLC	
		
10.18**	 	Implementation and Facilitation Agreement, dated as of November 30, 2010, among Univar, Inc., Univar USA, Inc., CVC European Equity IV (AB) Limited, CVC European Equity IV (CDE) Limited and CVC Europe Equity Tandem GP Limited	
		
10.19**	 	Monitoring Agreement, dated as of November 30, 2010, among Univar Inc., Univar USA Inc. and CVC Capital Partners Advisory Company (Luxembourg) S.à.r.l.	
		
10.20**	 	Univar Expense Reimbursement Agreement, dated as of December 31, 2013, by and between Univar N.V. and Univar Inc.	
		
10.21**	 	Expense Reimbursement Agreement, dated as of December 31, 2013, by and among CVC Capital Partners Advisory Company (Luxembourg) S.à.r.l., Clayton, Dubilier & Rice, LLC, Univar USA Inc. and Univar Inc.	
		
10.22**†	 	Letter Agreement, dated January 31, 2013, by and among Univar N.V., CD&R Univar Holdings, L.P. and Mark J. Byrne	
		
10.23**†	 	Employment Agreement, dated as of April 19, 2012, by and between Univar Inc. and J. Erik Fyrwald	
		
10.24**†	 	Employment Agreement, dated as of December 20, 2012, by and between Univar Inc. and D. Beatty D’Alessandro	
		
10.25**†	 	Employment Agreement, dated as of April 14, 2008, by and between Univar Inc. and Steven Nielsen	
		
10.26**†	 	Amendment to Employment Agreement, dated as of April 9, 2009, by and between Univar Inc. and Steven Nielsen	
		
10.27**†	 	Release, dated as of January 15, 2013, by and between Univar Inc. and Steven Nielsen	
 
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Exhibit
Number	 	Exhibit Description	
10.28†	 	Offer Letter and Non-Compete, dated as of February 26, 2013, by and between Univar Inc. and George J. Fuller	
		
10.29**†	 	Employment Agreement, effective as of January 18, 2010, by and between Univar Inc. and Edward A. Evans	
		
10.30**†	 	Release Agreement, dated as of December 31, 2013, by and between Univar Inc. and Edward A. Evans	
		
10.31**†	 	Univar Inc. Management Incentive Plan	
		
10.32**†	 	Univar Inc. 2011 Stock Incentive Plan, effective as of March 28, 2011	
		
10.33**†	 	Amendment No. 1 to the Univar Inc. 2011 Stock Incentive Plan, dated as of November 30, 2012	
		
10.34**†	 	Form of Employee Stock Option Agreement	
		
10.35**†	 	Employee Restricted Stock Agreement, dated as of November 30, 2012, by and between Univar Inc. and J. Erik Fyrwald	
		
10.36†	 	Amended and Restated Stockholders Agreement, dated as of November 30, 2010, among Ulysses Luxembourg S.ar.l., Ulysses Participation S.ar.l., Parcom Buy Out Fund II B.V., GSMP V Onshore US. Ltd., GSMP V Offshore US. Ltd., GSMP V Institutional US, Ltd., Société Générale Bank & Trust and the other stockholders party thereto.	
		
10.37**†	 	Univar USA Inc. Supplemental Valued Investment Plan, dated as of July 1, 2010	
		
10.38**†	 	First Amendment to the Univar USA Inc. Supplemental Valued Investment Plan, dated as of February 9, 2011	
		
10.39**†	 	Second Amendment to the Univar USA Inc. Supplemental Valued Investment Plan, dated as of May 2, 2011	
		
10.40**†	 	Third Amendment to the Univar USA Inc. Supplemental Valued Investment Plan, dated as of June 15, 2011	
		
10.41**†	 	Fourth Amendment to the Univar USA Inc. Supplemental Valued Investment Plan, dated as of September 7, 2011	
		
10.42**†	 	Fifth Amendment to the Univar USA Inc. Supplemental Valued Investment Plan, dated as of December 15, 2011	
		
10.43**†	 	Sixth Amendment to the Univar USA Inc. Supplemental Valued Investment Plan, dated as of June 18, 2012	
		
10.44**†	 	Univar USA Inc. Retirement Plan, dated as of January 1, 2012	
		
10.45**†	 	Univar USA Inc. Supplemental Benefits Plan, dated as of July 1, 2004	
		
10.46**†	 	Fourth Amendment to the Univar USA Inc. Supplemental Retirement Plan, dated as of December 6, 2007	
		
10.47**†	 	Form of Univar Inc. 2014 Omnibus Equity Incentive Plan	
		
10.48†	 	Employment Agreement, dated as of December 8, 2014, by and between Univar Inc. and Carl J. Lukach	
		
10.49†	 	Release, dated as of December 8, 2014, by and between Univar Inc. and D. Beatty D’Alessandro	
		
10.50†	 	Employment Agreement, dated as of November 30, 2012, by and between Univar Inc. and David E. Flitman	
		
10.51†	 	Amended and Restated Employment Agreement, dated as of February 1, 2014, by and between Univar Inc. and Mark J. Byrne	
		
10.52†	 	Consulting Agreement, dated as of February 1, 2015, by and between Univar Inc. and Mark J. Byrne	
 
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Exhibit
Number	  	Exhibit Description	
10.53†	  	Employment Agreement, dated as of January 10, 2011, by and between Univar Europe Limited and David Jukes	
		
10.54	  	Indemnification Agreement, dated as of November 30, 2010, by and among CVC European Equity Partners IV (A) L.P., CVC European Equity Partners IV (B) L.P., CVC European Equity Partners IV (C) L.P., CVC European Equity Partners IV (D) L.P., CVC European Equity Partners IV (E) L.P., CVC European Equity Partners Tandem Fund (A) L.P., CVC European Equity Partners Tandem Fund (B) L.P., CVC European Equity Partners Tandem Fund (C) L.P., CVC European Equity IV (AB) Limited, CVC European Equity IV (CDE) Limited, CVC European Equity Tandem GP Limited, CVC Capital Partners Advisory Company (Luxembourg) S.à.r.l, Univar Inc. and Univar USA Inc.	
		
10.55	  	Indemnification Agreement, dated as of November 30, 2010, by and among CD&R Univar Holdings, L.P., Clayton, Dubilier & Rice Fund VIII, L.P., CD&R Friends & Family Fund VIII, L.P., CD&R Advisor Univar Co-Investor, L.P., CD&R Univar Co-Investor, L.P., CD&R Univar Co-Investor II, L.P., CD&R Univar NEP VIII Co-Investor, LLC, CD&R Univar NEP IX Co-Investor, LLC, Clayton, Dubilier & Rice, LLC, Univar Inc. and Univar USA Inc.	
		
10.56*	  	Form of Indemnification Agreement	
		
10.57*	  	Form of Termination Agreement by and among Univar Inc., Univar USA Inc. and Clayton, Dubilier & Rice, LLC	
		
10.58*	  	Form of Termination Agreement by and among Univar, Inc., Univar USA, Inc., CVC European Equity IV (AB) Limited, CVC European Equity IV (CDE) Limited and CVC Europe Equity Tandem GP Limited	
		
10.59*	  	Form of Termination Agreement by and among Univar, Inc., Univar USA, Inc., and CVC Capital Partners Advisory Company (Luxembourg) S.à.r.l	
		
10.60†	  	Employment Agreement, dated as of November 19, 2012, by and between Univar Inc. and Christopher Oversby	
		
10.61†	  	First Amendment to Employment Agreement, dated as of August 8, 2013, by and between Univar Inc. and Christopher Oversby	
		
10.62†	  	2014 Form of Employee Stock Option Agreement	
		
10.63†	  	2014 Form of Employee Restricted Stock Agreement	
		
21.1**	  	List of Subsidiaries	
		
23.1*	  	Consent of Debevoise & Plimpton LLP (included in Exhibit 5.1)	
		
23.2	  	Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm	
		
24.1**	  	Power of Attorney (contained in signature pages to the Registration Statement on Form S-1)	

*	To be filed by amendment.	
**	Previously filed.	
†	Identifies each management compensation plan or arrangement.	
 
II-17

Exhibit 10.28
AGREEMENT – NON COMPETE
 
This Agreement (“Agreement”) is entered into this 26 day of Feb, 2013 between Employee and Univar Inc., including its subsidiaries and affiliates (collectively “Univar”).
1. Employment Relationship . Univar agrees to employ or continue to employ Employee in accordance with the terms of this Agreement. Employee acknowledges that a condition of Employee’s initial employment or continued employment with Univar is Employee’s entering into this Agreement.
2. Terms and Conditions of Employment . Univar agrees that Employee shall be entitled to the payment of compensation; to an annual paid vacation; and to participate in such other compensation and benefit plans as may be maintained by Univar for its employees in accordance with the terms of such plans, as they may be amended by Univar from time to time. Except as otherwise specifically provided in this Agreement, Employee’s duties and responsibilities, hours of work, compensation, vacation and other benefits, and other terms and conditions of employment shall be determined, and from time to time may be changed, by Univar.
3. Notice of Termination . In consideration for Employee entering into this Agreement, Employee shall be offered separation benefits in accordance with the policy then in effect at the time of separation from employment.
4. Full Energies . Employee agrees that during Employee’s employment with Univar, Employee will devote Employee’s full energies, abilities, attention, and business time to the performance of Employee’s employment duties and responsibilities for Univar, and will not engage in any activity which, in the sole discretion of Univar, conflicts or interferes with, or in any way compromises, the performance of such duties and responsibilities.
5. Confidential and Proprietary Information . Employee recognizes that by virtue of Employee’s employment with Univar, Employee will be granted otherwise prohibited access to trade secrets and other confidential and proprietary information which is not known to its competitors or within the industry generally, which was developed by Univar over a long period of time and/or at substantial expense, and which is confidential in nature or otherwise of great competitive value to Univar. This information (“Confidential and Proprietary Information”) includes, but is not limited to, Univar’s trade
secrets; information relating to Univar’s production practices and methods of doing business; sales, marketing, and service strategies, programs, and procedures; contract expiration dates, customers and prospective customers, including, but not limited to, their particularized requirements and preferences, and the identity, authority, and responsibilities of their key contact persons; service and product costs; pricing structures and incentive plans; vendors; financial position and business plans; computer programs and databases; research projects; new product and service developments; and any other information of Univar or any of its vendors or customers that Univar informs Employee, or which Employee should know by virtue of Employee’s position or the circumstances in which Employee learned it, is to be kept confidential. Confidential and Proprietary Information does not include information that is (i) in the public domain (except as a result of a breach of this Agreement or Employee’s obligations under a statutory or common law obligation) or (ii) obtained by Employee from a third party subsequent to the termination of Employee’s employment with Univar (except where the third party obtains the information in violation of a contractual, statutory, or common law obligation).
6. Duty Regarding Confidential and Proprietary Information . Employee agrees that: (a) Employee will not, at any time during or after Employee’s employment with Univar, disclose, use or permit others to use any Confidential and Proprietary Information, except as required in the course of Employee’s employment for the benefit of Univar; and (b) Employee will take all reasonable measures, in accordance with Univar’s policies, procedures, and instructions, to protect the Confidential and Proprietary Information from any accidental or unauthorized disclosure or use.
7. At-Will Employment . Employee and Univar understand and agree that the employment relationship is at the will of both parties and that each party has the right to terminate the employment relationship with or without warning, notice or cause to the other party.
8. Return of Company Property and Materials . Employee agrees that, upon termination of Employee’s employment with Univar, Employee will promptly return to Univar all literature, correspondence, memoranda, reports, summaries, manuals, proposals,

contracts, documents, records, including records containing contact information for customers and vendors, computer diskettes, CD-ROMS, other optically or magnetically stored media, and programs, and other materials of any kind which relate to the business of Univar or any of its affiliates, including specifically, but not exclusively, all materials that in whole or in part comprise or refer to Univar’s Confidential and Proprietary Information. It is understood and agreed that all such materials are, and will remain, the exclusive property of Univar and that Employee will not retain, either in hard copy or electronically, any copy, facsimile or note memorializing any such materials or the contents thereof.
9. Nature of Univar’s Business . Employee acknowledges that Univar is and will be engaged in chemical wholesaling, distribution, blending, packaging, labeling, just-in-time delivery and waste management; and in the pest control supply business. Employee further acknowledges at the time this Agreement was entered into, Univar did business throughout the entirety of the United States.
10. Noninterference and Non-Solicitation . Employee agrees that during Employee’s employment with Univar and for the one (1) year period thereafter, Employee will not engage in the following: (a) Outside of the context of fulfilling Employee’s employment duties and obligations to Univar, directly or indirectly, solicit or accept business from, or provide products or services to, any Customer, Prospective Customer or Vendor of Univar, where such business, products or services would be competitive with any aspect of Univar’s business, products or services; (b) Do any act or thing that may interfere with or adversely affect the relationship (contractual or otherwise) of Univar with any Customer, Prospective Customer or Vendor of Univar or induce any Customer, Prospective Customer, or Vendor of Univar to cease doing business with or otherwise diminish its business relationship with Univar; or (c) Outside of the context of fulfilling Employee’s employment duties and obligations to Univar, directly or indirectly, solicit, request, entice, or induce any Company Person to terminate his or her employment with Univar or otherwise interfere with or adversely affect the relationship of Univar and any Company Person. For purposes of this paragraph 10 of this Agreement, “Customer” and “Prospective Customer” means any customer or prospective customer of Univar with whom Employee dealt during the last twelve (12) months of Employee’s employment
with Univar or about whom Employee has Confidential and Proprietary Information. “Vendor” includes suppliers with whom Employee dealt during the last twelve (12) months of Employee’s employment with Univar or about whom Employee has Confidential and Proprietary Information. “Company Person” means any employee of Univar whom Employee interacted with as a part of Employee’s duties at any time during the last twelve (12) months of Employee’s employment with Univar.
11. Non-Competition . For twelve (12) months following termination of employment, Employee will not , without Univar’s prior written consent, engage directly or indirectly in any Competing Business, whether as an employer, officer, director, owner, stockholder, employee, partner, joint venturer or consultant in substantially the same capacity as employed by Univar in the preceding twelve (12) months. A “Competing Business” is any person, company, partnership or entity that competes with Univar in the sale, marketing, production, distribution, research or development of Competing Products in the same market as described in paragraph 9 above. “Competing Products” are any product or service in existence or under development that competes with any product or service of Univar about which Employee obtained Confidential or Proprietary Information or for which Employee had sales, marketing, production, distribution, research or development responsibilities in the last two years of Employee’s employment with Univar. Where a Competing Business is part of a larger company, only that part of the company which actually produces or provides Competing Products shall be considered a Competing Business subject to the restrictions of this paragraph. Employee acknowledges that Univar does business throughout the United States and that to protect Univar’s Confidential and Proprietary Information and business relationships, which are valuable regardless of Employee’s location, the geographic reach of this non-competition agreement shall be the United States. Nothing in this Agreement prevents the Employee from owning not more than 5% of the equity of a publicly traded entity.
12. Univar’s Right to Injunctive Relief . Employee recognizes that the rights and privileges granted to him/her by this Agreement, and Employee’s corresponding covenants to Univar, are of a special,

2

unique, and extraordinary character, the loss of which cannot reasonably or adequately be compensated for in damages in any action at law or through the offset or withholding of any monies to which Employee might be entitled from Univar. Accordingly, Employee understands and agrees that Univar shall be entitled to equitable relief, including a temporary restraining order and preliminary and permanent injunctive relief, to prevent or enjoin a breach of this Agreement. Employee also understands and agrees that any such equitable relief shall be in addition to, and not in substitution for, any other relief to which Univar may be entitled.
13. Modification By a Court and Severability . The provisions of this Agreement are intended to be interpreted in a manner which makes them valid, legal, and enforceable. In the event any provision of this Agreement is found to be partially or wholly invalid, illegal or unenforceable, that provision shall be modified or restricted to the extent and in the manner necessary to render it valid, legal, and enforceable. It is expressly understood and agreed between Employee and Univar that the modification or restriction of any provision in this Agreement may be accomplished by mutual accord between the parties or, alternatively, by disposition of a court. If the invalid, illegal or unenforceable provision cannot under any circumstances be so modified or restricted, it shall be excised from this Agreement without affecting the validity, legality or enforceability of any of the remaining provisions.
14. No Waiver by Univar . The failure by Univar to require the performance of any provision of this Agreement shall in no way affect the rights of Univar to enforce the same in the future, nor shall the waiver by Univar of any breach or evasion of any provision of this Agreement be interpreted as a waiver with respect to any subsequent breach or evasion.
15. Survival of Certain Obligations . Employee understands and agrees that Employee’s obligations set forth in paragraphs 6, 8, 10 and 11 of this Agreement shall apply regardless of the reason for the termination of Employee’s employment, whether such termination was voluntary or involuntary, and whether such termination was with or without cause.
16. Entire Agreement . This Agreement supersedes all Company policies and practices, and all previous oral and written agreements, understandings and communications
between Employee and Univar, to the extent they are inconsistent with the terms of this Agreement.
17. Successors and Assigns . This Agreement shall inure to the benefit of and shall be binding upon the successors and assigns of Univar, and may be assigned by Company without consent of Employee.
18. Waiver, Modification and Amendment of Agreement . No waiver, modification or amendment of this Agreement shall be valid and enforceable unless it is in writing, is specifically designated as a waiver, modification or amendment of this Agreement, and is signed by Employee and Univar’s Chief Executive Officer.
19. Choice of Law . This Agreement and any amendments hereto shall be governed by and interpreted in accordance with the laws of the State of Washington.
20. Headings . The headings in this Agreement are for convenience only and are not to be used in the interpretation or construction of this Agreement.

EMPLOYEE	  		
		
     	  	2/26/13	
Signature	  	Date	
George J. Fuller	  		

Print Name	  		
		
UNIVAR INC.	  		

Signature	  	Date	

Print Name	  		

Job Title	  		
3/9/11 A - Univar Inc.

3

					
Date	 	February 22, 2013	  		
 
To	 	 
George J. Fuller	  		
 
From	 	 
Mark Byrne	  		
 
Re	 	 
Job Offer of President – BCS	  		

I am pleased to offer you the position of President - BCS within Univar Inc., effective on or before April 1, 2013, reporting directly to me as Executive Chairman of BCS. We would expect this position to be located in our new Chicago office opening later this summer. Our offer includes the following:
1. Salary : Annual base salary of $387,500 per year.
2. Annual Bonus : Participation in a management incentive plan with an annual bonus target of 70% of your base salary. You can earn up to 140% of your base salary should Univar over-perform on our goals. Your bonus will be tied to BCS’s and Univar’s global financial performance. Any bonus payable pursuant to the applicable management incentive plan shall be paid between January 1st and March 15th of the year immediately following the year to which the bonus relates.
3. Stock Incentive : Participation in the Univar Inc. 2011 Stock Incentive Plan with an initial option grant of 350,000 shares (subject to formal approval of the Compensation Committee). The complete terms of the award are contained in the Plan, the Employee Stock Option Agreement, and the Employee Stock Subscription Agreement, which will be provided to you shortly.
4. Car Allowance : We will provide you with a car allowance of $1,465 per month.
5. Sign on Bonus : A sign on bonus of $50,000 to be paid within 30 days of your hire date. A second bonus of $75,000 will be considered earned and paid following nine months of active employment.
6. Relocation : An executive level relocation package to Chicago pursuant to the enclosed relocation policy.
7. Severance Pay : A commitment to provide a severance payment in a lump sum amount equal to twelve months of base salary plus your target bonus if Univar were to terminate your employment without Cause, or you were to resign for Good Reason. You will not be eligible for this severance payment if your employment terminates due to your death or Total Disability. Your entitlement to this severance payment also would be conditioned upon your execution of a separation and release agreement in a form provided by Univar. If applicable, the

severance payment would be paid in a lump sum within 90 days of the termination of your employment and subject to applicable withholdings and deductions. For purposes of this severance pay commitment, the following definitions apply:
a. “Cause” shall mean your (i) willful and continued failure to perform your material duties which continues beyond 15 business days after a written demand for substantial performance is delivered to you by Univar, (ii) conviction of or plea of nolo contendere to (A) the commission of a felony or (B) any misdemeanor that is a crime of moral turpitude, (iii) willful and gross misconduct in connection with your employment duties, or (iv) a breach of your obligations to Univar pursuant to the “Agreement – Noncompete” (discussed below).
b. “Good Reason” shall mean (i) a material reduction in your base salary or annual incentive compensation opportunity from the levels specified in this offer, in each case other than (a) any isolated or inadvertent failure by Univar that is not in bad faith and is cured within 30 business days after you give Univar notice of such event, or (b) a reduction which is applicable to all employees in the same salary grade; or (ii) the failure of a successor to have assumed in connection with any sale of the business the severance commitment set forth in this offer, where such assumption does not occur by operation of law. In order for an event described above to constitute Good Reason, you must provide written notice to Univar within 90 business days of the initial existence of such event.
c. “Total Disability” shall have the same meaning as the term “Total Disability” as used in Univar’s long-term disability policy in effect at the time of termination, if one exists. If Univar does not have a long-term disability policy in effect at such time, the term “Total Disability” shall mean your inability (with or without such accommodation as may be required by law protecting persons with disabilities) to perform the essential functions of your duties hereunder for a period aggregating to 90 calendar days in a 12-month period.
8. Benefits : Coverage under our Univar benefit plans for you and your family, subject to the eligibility requirements of those benefit plans. We offer comprehensive medical, dental, vision, disability and life insurance. Our 401(k) plan provides a 4% matching contribution with immediate vesting, plus an additional 4% retirement contribution with three year cliff vesting. Our non-qualified savings plan provides these same contributions above the IRS qualified plan compensation limit. As an experienced hire, you will be eligible for five weeks of vacation per year. For details, please see the attached summary.
This offer is contingent upon the following:
 
 	•	 	Your execution of the attached Agreement – Non Compete.	
 
 	•	 	Your successful completion of a pre-employment background check.	
 
 	•	 	Proof of your legal right to work in the U.S. On your first day of employment, you must provide documentation to verify your identity and employment eligibility. A list of acceptable documents is provided on the attached page.	

This offer does not constitute a guarantee of employment for any definite period of time. Continued employment is based on performance and company needs.
Please sign below to indicate your acceptance of this offer and return the offer, as well as a signed copy of the Agreement – Noncompete, to Ed Evans, our Chief Human Resources Officer. If you have any questions about the offer, or if i can be of assistance in any way, please give me a call. I look forward to having you as part of our management team.

ACCEPTED:	 		  	DATE:	
			
   	 		  	2/26/13	
George J. Fuller	 		  		

Exhibit 10.36
CONFIDENTIAL
AMENDED AND RESTATED STOCKHOLDERS AGREEMENT
by and among
ULYSSES LUXEMBOURG S.A R.L.
ULYSSES PARTICIPATION S.A R.L.
PARCOM BUY OUT FUND II B.V.
GSMP V ONSHORE US, LTD.
GSMP V OFFSHORE US, LTD.
GSMP V INSTITUTIONAL US, LTD.
SOCIÉTÉ GÉNÉRALE BANK & TRUST
and
EACH OF THE PERSONS NAMED IN ANNEX I HERETO

Dated as of November 30, 2010

TABLE OF CONTENTS

 	 	 	  	Page	 	
ARTICLE I	  	
	
DEFINITIONS; RULES OF CONSTRUCTION	  	
Section 1.01	 	Definitions	  	 	5	  	
Section 1.02	 	Other Terms	  	 	16	  	
Section 1.03	 	Rules of Construction	  	 	18	  	
	
ARTICLE II	  	
	
REPRESENTATIONS AND WARRANTIES	  	
Section 2.01	 	Authority; Enforceability	  	 	19	  	
Section 2.02	 	Consent	  	 	19	  	
	
ARTICLE III	  	
	
SHARE TRANSFERS	  	
Section 3.01	 	Restrictive Legend	  	 	19	  	
Section 3.02	 	Securities Laws Restrictions on Transfer	  	 	20	  	
Section 3.03	 	Additional Restrictions on Transfer	  	 	20	  	
Section 3.04	 	Approval of Transfers	  	 	23	  	
Section 3.05	 	Improper Transfer	  	 	23	  	
	
ARTICLE IV	  	
	
CALL AND PUT OPTIONS OF CERTAIN STOCKHOLDERS	  	
Section 4.01	 	Definitions	  	 	23	  	
Section 4.02	 	Call by the Company	  	 	26	  	
Section 4.03	 	Call by Other Managers	  	 	26	  	
Section 4.04	 	Put by the Manager	  	 	26	  	
Section 4.05	 	Closing of a Purchase by the Company	  	 	27	  	
Section 4.06	 	Closing of a Purchase by Managers	  	 	28	  	
Section 4.07	 	Designation by the Company of an Alternative Purchaser	  	 	28	  	
	
ARTICLE V	  	
	
TAG-ALONG, DRAG-ALONG, PRE-EMPTIVE AND EXCHANGE RIGHTS OF
CERTAIN STOCKHOLDERS; CAPITAL CONTRIBUTIONS; EQUITY CURE	  
  	
Section 5.01	 	Tag-Along Rights	  	 	29	  	
Section 5.02	 	Drag-Along Rights	  	 	32	  	
Section 5.03	 	Preemptive Rights	  	 	34	  	
Section 5.04	 	Exchange and Other Rights	  	 	35	  	
Section 5.05	 	Proceeds of a Subsidiary Offering or Trade Sale	  	 	36	  	
 
i

							
Section 5.06		Dilutive Actions		 	37	  	
Section 5.07		No Additional Capital Contributions		 	38	  	
Section 5.08		Equity Cure		 	38	  	
Section 5.09		Reserved		 	39	  	
Section 5.10		Tax Indemnification Events; Tax Matters Agreement Events		 	39	  	
	
ARTICLE VI	  	
	
OTHER RIGHTS OF CERTAIN STOCKHOLDERS	  	
Section 6.01		Composition of the Board and the Operating Company Board; Casting Vote		 	43	  	
Section 6.02		Right to Observers		 	47	  	
Section 6.03		Information		 	48	  	
Section 6.04		Reserved		 	49	  	
Section 6.05		Tax Advances		 	49	  	
Section 6.06		Tax Matters		 	50	  	
Section 6.07		Redemption of Capital Stock held by Goldman Sachs		 	50	  	
	
ARTICLE VII	  	
	
OTHER COVENANTS RELATING TO MANAGERS	  	
Section 7.01		Employment and Related Agreements		 	52	  	
Section 7.02		Non-Competition		 	52	  	
Section 7.03		Non-Solicitation of Employees		 	53	  	
Section 7.04		Non-Solicitation of Customers		 	53	  	
Section 7.05		Operation of Sections 7.01 to 7.04		 	53	  	
Section 7.06		Unauthorized Disclosure		 	53	  	
Section 7.07		Return of Documents		 	54	  	
Section 7.08		Work Product		 	54	  	
Section 7.09		Tax Indemnity		 	55	  	
	
ARTICLE VIII	  	
	
REGISTRATION RIGHTS, MARKET STAND-OFF AND PROCEEDS	  	
Section 8.01		Company Registration		 	56	  	
Section 8.02		Demand Registration Rights		 	59	  	
Section 8.03		Registration Procedures		 	62	  	
Section 8.04		Registration Expenses		 	66	  	
Section 8.05		Indemnification		 	66	  	
Section 8.06		Holdback Agreements		 	69	  	
Section 8.07		Participation in Registrations		 	70	  	
Section 8.08		Rule 144		 	70	  	
	
ARTICLE IX	  	
	
MISCELLANEOUS	  	
Section 9.01		Additional Securities Subject to Agreement		 	70	  	
 
ii

							
Section 9.02		Expenses		 	71	  	
Section 9.03		Termination of Certain Provisions		 	71	  	
Section 9.04		Notices		 	71	  	
Section 9.05		Successors and Assigns		 	71	  	
Section 9.06		Governing Law; Submission to Jurisdiction		 	72	  	
Section 9.07		Enforcement		 	72	  	
Section 9.08		Headings		 	72	  	
Section 9.09		Amendments and Waivers		 	72	  	
Section 9.10		Severability		 	73	  	
Section 9.11		Counterparts		 	73	  	
Section 9.12		Waiver of Jury Trial		 	73	  	
Section 9.13		Distributions and Payments		 	73	  	
Section 9.14		Use of Name and Logo		 	73	  	
Section 9.15		Confidentiality		 	74	  	
Section 9.16		Power of Attorney – Company		 	74	  	
Section 9.17		Power of Attorney – Chief Executive Officer and General Counsel		 	75	  	
Section 9.18		Waiver of Tag Along and Similar Rights		 	76	  	
Section 9.19		Effectiveness of this Agreement		 	76	  	
Section 9.20		Ratification of Prior Actions and Documents		 	76	  	
 
iii

AMENDED AND RESTATED STOCKHOLDERS AGREEMENT
THIS AMENDED AND RESTATED STOCKHOLDERS AGREEMENT (the “ Agreement ”) is made, subject to Section 9.19, effective as of November 30, 2010 by and among Ulysses Luxembourg S.à r.l. (the “ Company ”), a société à responsabilité limitée organized under the laws of the Grand Duchy of Luxembourg with registered office at 20 avenue Monterey, L-2163 Luxembourg (registered with the Trade and Companies’ Register of Luxembourg under B125646), Ulysses Participation S.à r.l. (“ CVC ”), a société à responsabilité limitée organized under the laws of the Grand Duchy of Luxembourg with registered office at 20 avenue Monterey, L-2163 Luxembourg (registered with the Trade and Companies’ Register of Luxembourg under section B number 136220), Parcom Buy Out Fund II B.V., a company incorporated under the laws of the Netherlands, recorded with the Register of the Chamber of Commerce of Amsterdam under the number 32123585 (“ Parcom ”), GSMP V Onshore US, Ltd., an exempted company incorporated in the Cayman Islands with limited liability, GSMP V Offshore US, Ltd., an exempted company incorporated in the Cayman Islands with limited liability, and GSMP V Institutional US, Ltd., an exempted company incorporated in the Cayman Islands with limited liability (collectively, “ Goldman Sachs ”), Société Générale Bank & Trust (“ Société Générale ”), a banking institution organized under the laws of the Grand Duchy of Luxembourg with registered office at 11, avenue Emile Reuter, L-2420 Luxembourg (registered with the Trade and Companies’ Register of Luxembourg under section B number 6061) in its capacity as fiduciary for each of the Persons named in Part 1 of Annex I hereto (each such Person, together with each Person subsequently executing a Joinder Agreement - Manager, individually, a “ Manager ” and, collectively, the “ Managers ”) and each of the Persons named in Part 2 of Annex I hereto. Each of CVC, Parcom, Goldman Sachs, Société Générale, and each of the Persons named in Part 2 of Annex I hereto is, together with each Person that subsequently executes a Joinder Agreement - Stockholder, individually referred to herein as a “ Stockholder ” and all of them are collectively referred to herein as the “ Stockholders ”.
W I T N E S S E T H :
WHEREAS, each of the Stockholders holds Company Capital Stock;
WHEREAS, pursuant to the Fiduciary Agreements, Société Générale holds its Company Capital Stock as fiduciary for each of the Persons named in Annex I hereto;
WHEREAS, each of the Persons named in Annex I hereto is employed by, or a director or advisory board member of, the Company or its Affiliate;
WHEREAS, each of the parties is currently party to a Stockholders Agreement dated as of January 8, 2008, as amended prior to the date hereof (the “ Original Agreement ”), which sets forth certain rights and restrictions with respect to the Company Capital Stock and the Managers’ employment;

WHEREAS, the parties acknowledge and agree that, in the event that the Sponsor Closing is achieved, the Sponsor will acquire certain rights and obligations as an owner of Capital Stock of the Univar Inc. as set forth in the Sponsor Stock Purchase Agreement; and
WHEREAS, the parties desire to enter into this Agreement to, effective concurrently with the Sponsor Closing, inter alia , amend and restate the terms of the Original Agreement so as to provide for certain amended and restated rights and restrictions with respect to the Company Capital Stock and the Managers’ employment;
NOW, THEREFORE, the parties mutually agree as follows:
ARTICLE I
DEFINITIONS; RULES OF CONSTRUCTION
Section 1.01 Definitions . The following terms, as used herein, have the following meanings:
“ Affiliate ” of any specified Person means any other Person directly or indirectly controlling, controlled by or under direct or indirect common control with such specified Person. For the purposes of this definition, “ control ”, when used with respect to any Person, means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “ controlling ” and “ controlled ” have meanings correlative to the foregoing. No Person shall be deemed to be an Affiliate of another Person solely by virtue of the fact that both Persons own shares of the Company Capital Stock. For the avoidance of doubt, Univar Inc. is an Affiliate of the Company for purposes of this Agreement.
“ Agreement ” is defined in the preamble to this Agreement.
“ Board ” means the Board of Directors of the Company.
“ Business ” means the global chemical distribution business of the Company and its Subsidiaries.
“ Business Day ” means each day other than a Saturday or Sunday or a day on which banking institutions in the Grand Duchy of Luxembourg or the City of New York are authorized or obligated by law or executive order to close.
“ Capital Stock ” means, with respect to any Person, any and all shares, interests, participations, rights in or other equivalents (however designated) of such Person’s capital stock, and any rights, warrants or options exercisable or exchangeable for or convertible into such capital stock.
 
- 5 -

“ Cause ” shall mean any one or more of the following: (i) the Manager’s willful and continued failure to perform his or her material duties with respect to the Company or its Affiliates (except where due to a physical or mental incapacity) which continues beyond ten (10) Business Days after a written demand for substantial performance is delivered to the Manager by the Company or its Affiliate, (ii) the Manager’s conviction of or plea nolo contendere to (A) the commission of a felony, or (B) any misdemeanor that is a crime of moral turpitude, (iii) willful and gross misconduct by the Manager in connection with his duties as an employee of the Company or its Affiliate, or (iv) breach of any non-competition, non-solicitation or confidentiality obligations owed by the Manager to the Company or its Affiliate; provided , that no act or omission on the part of the Manager shall be deemed “ willful ” if done, or omitted to be done, by the Manager in good faith and in the reasonable belief that such action or omission was in the best interest of the Company or its Affiliate, and no failure of the Manager or the Company or its Affiliate to achieve performance goals, in and of itself, shall be treated as a basis for the termination of a Manager’s employment by the Company or its Affiliate for “ Cause ”. Notwithstanding anything herein to the contrary, no termination shall be treated as for “ Cause ” (and any such termination shall instead be treated as without “ Cause ”) unless (i) the Manager has been given not less than ten (10) Business Days’ written notice by the Operating Company CEO on behalf of the Operating Company of its intention to terminate that Manager’s employment for Cause, such notice to state in detail the particular act or acts or failure or failures to act that constitute the grounds on which the proposed termination for Cause is based, (ii) such notice is delivered not later than sixty (60) days after the Operating Company CEO’s learning of such act or acts or failure or failures to act, and (iii) the Operating Company CEO has thereafter provided that Manager with a written confirmation (after the Manager has been given a reasonable opportunity, together with counsel, to be heard by the Operating Company CEO) of the fact that, in the judgment of the Operating Company CEO, grounds for Cause on the basis of the original notice exist, and no cure was timely effected; provided , that if such Manager is the Operating Company CEO, the references to the Operating Company CEO that precede this proviso shall mean the Operating Company Board.
“ Change in Control ” means any one or more of the following: (i) the sale or disposition, in one or a series of related transactions, of all or substantially all of the assets of the Company to any “person” or “group” (as such terms are defined in Sections 13(d)(3) and 14(d)(2) of the 1934 Act) other than CVC or its Affiliate being an Affiliate of which CVC directly or indirectly owns 50% or more of the voting securities or interests, the Company, any Manager, or any employee benefit plan or trust of the Company or its Affiliate (each a “ Permitted Change in Control Transferee ”); (ii) any person or group, other than the Permitted Change in Control Transferee, is or becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the 1934 Act), directly or indirectly, of more than 50% of the voting securities of the Company, including by
 
- 6 -

way of merger, consolidation or otherwise (other than an Initial Public Offering); or (iii) the sale or disposition, in one or a series of related transactions, of the voting securities of the Company, other than to a Permitted Change in Control Transferee, as a result of which CVC (either directly or indirectly) (A) is no longer the single largest holder of voting securities of the Company, or (B) holds less than 25% of the total voting securities of the Company.
“ Closing ” means the completion of the acquisition of the majority of the issued and outstanding ordinary shares of Univar N.V. by the Company’s Affiliate Ulixes Holding BV on October 11, 2007.
“ Code ” means the Internal Revenue Code of 1986 and the rules and regulations promulgated thereunder, as amended and in effect from time to time.
“ Commission ” means the U.S. Securities and Exchange Commission.
“ Company ” is defined in the preamble to this Agreement.
“ Company Capital Stock ” means Capital Stock of the Company.
“ Conditions ” means any required material third-party or governmental approvals, compliance with applicable laws and the absence of any injunction or similar legal order preventing such transaction.
“ CVC ” is defined in the preamble to this Agreement.
“ CVC Funds Report ” means the report(s) prepared by or on behalf of CVC or its Affiliate for the investors in the funds managed by CVC or its Affiliate with respect to matters including the value of the Company Capital Stock.
“ CVC Investors ” means CVC and its Related Persons and their Permitted Transferees.
“ Date of Termination ” means (i) if the Manager’s employment is terminated by his death, the date of his death, (ii) if the Manager’s employment is terminated by the Company or its Affiliate for Cause, the date on which Notice of Termination is given or, if later, the effective date of termination specified in such Notice of Termination, and (iii) if the Manager’s employment is terminated by the Company or its Affiliate without Cause, due to the Manager’s Total Disability or by the Manager for any reason, the date specified in the applicable Notice of Termination provided that such date shall not be less than 30 days nor more than 60 days after the date on which Notice of Termination is given.
“ Demand Holder ” means, collectively, the CVC Investors.
 
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“ Effective Period ” means the period from and including the date of this Agreement until to and including the earlier of (1) such date as is determined by holders of a majority of the Ordinary Shares and specified by written notice from the Company to the Stockholders and (2) January 1, 2012.
“ Eligible Offering ” means an offer by the Company after the date hereof to Transfer to any Person or Persons (including any of the Stockholders) for cash, any Capital Stock (or debt convertible into Capital Stock) of the Company, other than:
(i) in an underwritten public offering registered under the 1933 Act or pursuant to a Rule 144A offering under the 1933 Act;
(ii) pursuant to any stock option, warrant, stock purchase plan or agreement or other benefit plans approved by the Board to employees, officers, independent directors, consultants and/or advisors to the Company or its Affiliate;
(iii) as consideration to any third party seller in connection with the bona fide acquisition by the Company or its Affiliate of the assets or securities of any Person in any transaction approved by the Board; and
(iv) as an inducement to a third party investor (in its capacity as a lender) in connection with any bona fide debt financing, subject to terms and conditions approved by the Board (but only if there are no Stockholders or Affiliates thereof who are providing any portion of such debt financing).
“ Encumbrance ” means any claim, lien, pledge, option, charge, easement, security interest, deed of trust, mortgage, conditional sales agreement, encumbrance or other right of third parties, voluntarily incurred or arising by operation of law, and includes any agreement to give any of the foregoing in the future, and any contingent sale or other title retention agreement or lease in the nature thereof.
“ Exempt Transfer ” means any Transfer of shares of Company Capital Stock by the CVC Investors that does not exceed, when taken together with all other Exempt Transfers, 15% of the number of shares of Company Capital Stock beneficially owned by the CVC Investors as of the date hereof.
“ Fair Market Value ” means:
(i) if the applicable Company Capital Stock is publicly traded, the value of the applicable shares of Company Capital Stock reasonably derived by the Board from the closing market price per share of the Company Capital Stock on the applicable securities exchange as of the date preceding the date of determination of Fair Market Value;
 
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(ii) in any other case, the value that is reasonably derived by the Board for the applicable shares of Company Capital Stock with reference to the most recent valuation of the Capital Stock of the Operating Company by an independent valuation firm that was performed within the preceding six months; provided , that in the absence of any such valuation, such value shall equal the value per share of the applicable Company Capital Stock as of the date preceding the date of determination of Fair Market Value as shown in the CVC Funds Report most recently delivered prior to the date of determination, as adjusted for any events affecting valuation that occur subsequent to the date of such CVC Funds Report. In determining Fair Market Value pursuant to this clause (ii), no upward adjustment or discount shall be taken relating to the fact that the Company Capital Stock is subject to the restrictions and entitled to the rights provided hereunder. Notwithstanding anything set forth herein, in each instance in which the Company Capital Stock of a Manager is to be purchased at Fair Market Value pursuant to Sections 4.02, 4.03 and 4.04, the Manager may deliver to the Company, not later than fourteen (14) days after delivery of the Call Notice, Management Call Notice or Put Notice, as applicable, a written objection to the initial Fair Market Value of the Call Securities or Put Securities as applicable as determined by the Board. If the Board and the Manager thereafter agree on a Fair Market Value of the Call Securities or Put Securities as applicable, such Fair Market Value shall be the Call Price or Put Price as applicable. If the Board and the Manager are unable to agree on the Fair Market Value within fourteen (14) days of delivery by the Manager of the aforementioned written objection, the Manager may deliver to the Company, not later than seventeen (17) days after delivery of the aforementioned written objection, a demand that the Board retain an independent appraiser, mutually acceptable to the Company and the Manager, having substantial knowledge and experience in valuing private companies and the financial markets, and such appraiser will be retained to determine the Fair Market Value of the Call Securities or Put Securities as applicable. The determination of such appraiser shall be binding on the Company and the Manager. In the event that the Fair Market Value ultimately determined by the appraiser is greater than 105% of that initially determined by the Board, the Company shall bear the costs of the appraiser. In the event that the Fair Market Value ultimately determined by the appraiser is equal to or less than 105% of that initially determined by the Board based upon the CVC Funds Report, the Manager shall bear the costs of the appraisal and the Fair Market Value shall be the Fair Market Value as initially determined by the Board.
“ Fiduciary Agreements ” means the Fiduciary Agreements made by and among Société Générale and the Managers and/or Settlors (as defined therein), each in substantially the form attached to the Original Agreement as Exhibit E .
“ GAAP ” means generally accepted accounting principles, consistently applied, in the United States.
“ GS Holders ” means Goldman Sachs, its Affiliates and their Permitted Transferees.
 
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“ Goldman Sachs ” is defined in the preamble to this Agreement.
“ Goldman Sachs Note Purchase Agreement ” means the Note Purchase Agreement dated as of October 11, 2007, as amended from time to time in accordance with its terms, by and among the Company, Ulysses Finance S.à r.l., Ulysses Acquisition B.V., Univar Inc. and Goldman Sachs Investments Ltd.
“ Good Reason ” means any one or more of the following without the written consent of the Manager: (i) a reduction in the Manager’s base salary or a material reduction in the Manager’s annual incentive compensation opportunity, in each case other than any isolated or inadvertent failure by the Company or its Affiliate that is not in bad faith and cured within ten (10) Business Days after the Manager gives the Operating Company notice of such event; (ii) a substantial diminution in the Manager’s title, duties and responsibilities, other than any isolated or inadvertent failure by the Company or its Affiliate that is not in bad faith and cured within ten (10) Business Days after the Manager gives the Operating Company notice of such event; (iii) a transfer of the Manager’s primary workplace by more than thirty-five (35) miles from his or her current workplace; or (iv) the failure of a purchaser of the Business to assume a Manager’s employment contract in connection with the sale of the Business (where such assumption does not occur by operation of law).
“ Initial Public Offering ” means a bona fide underwritten initial public offering of Ordinary Shares pursuant to an effective registration statement filed under the 1933 Act (excluding registration statements filed on Form S-8, any similar successor form or another form used for a purpose similar to the intended use for such forms).
“ Insolvency Event ” means a party being unable to pay its debts as they fall due or the taking of any steps by such party or any other person relating to any of the following: (i) the presentation of a petition for winding up of such party, petition in bankruptcy or similar proceeding seeking its reorganization liquidation, which petition is not dismissed within 28 days; (ii) such other party being the subject of an order, or an effective resolution is passed for winding up the company; (iii) the application for an order or application for the appointment of a receiver (including an administrative receiver), administrator, trustee, liquidator or similar officer in respect of such other party, which application is not dismissed within 28 days; (iv) an execution creditor, encumbrance, receiver (including an administrative receiver) or other similar officer taking possession of the whole or any substantial part of such other party’s property or assets; (v) such other party making a compromise with its creditors generally or making a general assignment for the benefit of its creditors; (vi) the filing of a voluntary petition in bankruptcy or similar proceeding seeking liquidation or the filing of a written admission of its inability to pays its debts as they become due; (vii) filing a petition or answer seeking reorganization or an arrangement with creditors or taking advantage of any bankruptcy or insolvency law; or (viii) such other party goes into liquidation.

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“ Joinder Agreement ” means a Joinder Agreement - Stockholder or a Joinder Agreement - Manager.
“ Joinder Agreement - Stockholder ” means a joinder agreement in the form attached hereto as Exhibit A .
“ Joinder Agreement - Manager ” means a joinder agreement in the form attached hereto as Exhibit B .
“ Manager ” and “ Managers ” is defined in the preamble to this Agreement.
“ 1933 Act ” means the Securities Act of 1933, as amended, or any similar federal statute, and the rules and regulations of the Commission thereunder, all as the same shall be in effect at the time.
“ 1934 Act ” means the Securities Exchange Act of 1934, as amended, or any similar federal statute, and the rules and regulations of the Commission thereunder, all as the same shall be in effect at the time.
“ Notice of Termination ” means the notice stating that the Manager or the Company or its Affiliate, as the case may be, is electing to terminate the Manager’s employment by the Company or its Affiliate, as the case may be, stating the proposed effective date of such termination, indicating the specific provision(s) under which such termination is being effected and, if applicable, setting forth in reasonable detail the circumstances claimed to provide the basis for such termination.
“ Operating Company ” means Univar Inc., being the Company’s Affiliate having effective managerial control of the Business; provided , however, that it is understood and agreed that the term “ Operating Company ” shall further include an Affiliate of Univar Inc., but only if and for so long as (A) the board or other equivalent governing body of that Affiliate has assumed and is consistently exercising the power to direct the management and policies of the commonly controlled “Univar” group of companies of which Univar Inc. is a member, and (B) such Affiliate is not Univar N.V. and does not directly or indirectly control Univar N.V.
“ Operating Company Board ” means the Board of Directors of the Operating Company.
“ Operating Company CEO ” means John J. Zillmer or his successor from time to time as Chief Executive Officer of the Operating Company.
“ Ordinary Shares ” means ordinary shares, par value €0.01 per share, of the Company.
“ Original Agreement ” is defined in the recitals to this Agreement.

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“ Parcom ” is defined in the preamble to this Agreement.
“ Permitted Transferee ” means:
(i) with respect to any Stockholder who is a natural person, (a) any member of such Stockholder’s immediate family and (b) one or more trusts, for the benefit of such Stockholder or members of such Stockholder’s immediate family and (c) if that Stockholder is a director, officer or employee of the Company or its Affiliate, the Company, its Affiliate or any CVC Investor in their respective capacity as lender to such Stockholder in connection with the pledge of such Stockholder’s rights to or interests in Company Capital Stock or foreclosure thereon;
(ii) with respect to any Stockholder that is not a natural person, any Affiliate or Related Person of such Stockholder;
(iii) to the extent such Stockholder is an investment fund, (a) any Related Person of such Stockholder, and (b) any Person acquiring all or substantially all of the investment portfolio of such Stockholder; and
(iv) with respect to Goldman Sachs and each of its Affiliates that is a Stockholder, its lender(s) in the ordinary course in connection with the pledge of such Stockholders’ assets or foreclosure thereon.
“ Person ” means an individual, a corporation, a general or limited partnership, a limited liability company, a joint stock company, an association, a trust or any other entity or organization, including a government, a political subdivision or an agency or instrumentality thereof.
“ PPB ” means the profit participating bonds in an aggregate amount of EUR 714,727,272 issued by Ulysses Finance S.à r.l. on or about October 11, 2007.
“ Preferred Shares ” means preferred shares, par value €0.01 per share, of the Company (if any).
“ Pro Rata Portion ” means (i) with respect to any Tag-Along Stockholder, such portion of the Ordinary Shares and/or Preferred Shares, as the case may be, held by it or by Société Générale as its fiduciary as is equal (when expressed as a percentage of such stockholding) to the percentage that the total number of shares of Ordinary Shares and/or Preferred Shares proposed to be sold by CVC represents to the total number of shares of Ordinary Shares and/or Preferred Shares then held by CVC, and (ii) in any other case, with respect to any class of the Company Capital Stock held by a Stockholder or by Société Générale as its fiduciary as of any date of determination, a fraction, the numerator of which is the number of shares of the same class of Company Capital Stock owned by such Stockholder or by Société Générale as its fiduciary and the denominator of which is the number of shares of the same class of Company Capital Stock owned by all Stockholders.
 
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“ Qualified Investor ” means the CVC Investors, Parcom, Goldman Sachs and any other Stockholder which, together with its Related Persons, at the date of determination, owns at least 15% of the then outstanding Ordinary Shares.
“ Qualified Percentage ” means, (i) for the CVC Investors, 41%, (ii) for Parcom, 100%, and (iii) for Goldman Sachs, 35%.
“ Qualified Public Offering ” means a bona fide underwritten initial public offering of Ordinary Shares pursuant to an effective registration statement filed under the 1933 Act (excluding registration statements filed on Form S-8, any similar successor form or another form used for a purpose similar to the intended use for such forms) in which the net proceeds received by the Company (after underwriting discounts and commissions and transaction expenses) are at least $50,000,000.
“ Registrable Securities ” shall mean any of (i) the shares of Ordinary Shares owned by any Stockholder at the time of determination, and (ii) any other securities issued or issuable with respect to such shares of Ordinary Shares by way of a stock split, stock dividend, reclassification, subdivision or reorganization, recapitalization or similar event. As to any particular Registrable Securities, such securities shall cease to be Registrable Securities when (a) a registration statement with respect to the offering of such securities by the holder thereof shall have been declared effective under the 1933 Act and such securities shall have been disposed of by such holder pursuant to such registration statement, (b) such securities have been sold to the public pursuant to Rule 144 (or any similar provision then in force) promulgated under the 1933 Act, (c) except for purposes of Section 8.02, such securities shall have been otherwise transferred and new certificates for such securities not bearing a legend restricting further transfer shall have been delivered by the Company or its transfer agent and any subsequent disposition of such securities shall not require registration or qualification under the 1933 Act or any similar state law then in force or (d) such securities shall have ceased to be outstanding.
“ Regulatory Actions ” means any actions taken in good faith by Goldman Sachs or its affiliates to bring their activities into compliance (or into anticipated prospective compliance) with the Dodd-Frank Wall Street Reform and Consumer Protection Act, as it may be amended from time to time, and the regulations to be promulgated thereunder, without regard to the effective date thereof or the date by which compliance thereunder is required.
“ Related Person ” means, with respect to any Person, (a) an Affiliate of such Person, and (b) any investment fund whose investment manager, investment advisor or general partner is such Person or an Affiliate of such Person; provided , however , that no Person shall be deemed an Affiliate of another Person solely by virtue of the fact that both Persons own shares of the Company Capital Stock.
 
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“ Senior Credit Facilities ” means the senior secured credit facilities procured by the Company or its Affiliates for purposes of the Closing, as the same may be amended, modified, waived, refinanced or replaced from time to time with other indebtedness or receivables financing (whether under a new credit agreement, indenture, note or otherwise).
“ Société Générale ” is defined in the preamble to this Agreement.
“ Sponsor ” means CD&R Univar Holdings, L.P., a Cayman Islands exempted limited partnership.
“ Sponsor Closing ” means the consummation of the Sponsor Transaction on the terms and subject to the conditions set forth in the Sponsor Stock Purchase Agreement.
“ Sponsor Stock Purchase Agreement ” means that Stock Purchase Agreement, dated as of August 31, 2010, by and among Univar N.V., Univar Inc. and CDR Ulysses, LLC, a limited liability company organized under the laws of Delaware, as such agreement is amended, restated or modified from time to time in accordance with its terms.
“ Sponsor Transaction ” means the transactions contemplated in the Sponsor Stock Purchase Agreement.
“ Sponsor Transaction Stockholders Agreement ” means the Stockholders Agreement, to be entered into concurrently with the Sponsor Closing by and among Univar Inc., Univar N.V., Sponsor and/or certain of its affiliates and certain other parties, including; for the limited purpose of the Observer rights set forth in Section 4.02(d) thereof, Parcom, Parcom Buy Out Fund II B.V. and Goldman Sachs; and, for the limited purpose of Section 6.02(c) thereof, Clayton Dubilier & Rice, LLC and CVC European Equity Tandem GP Limited, CVC European Equity IV (AB) Limited and CVC European Equity IV (CDE) Limited, as such agreement is amended, restated or modified from time to time in accordance with its terms.
“ Solicit ” and “ Solicitation ” mean any communication of any kind whatsoever, regardless of by whom initiated, inviting, encouraging or requesting any Person to take or refrain from taking any action.
“ Spousal Consent ” means a spousal consent, a form of which is attached hereto as Exhibit C .
“ Stockholder ” and “ Stockholders ” is defined in the preamble to this Agreement.

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“ Subsidiary ” means, with respect to any Person, (a) any corporation more than fifty percent (50%) of the stock of any class or classes of which having by the terms thereof ordinary voting power to elect a majority of the directors of such corporation (irrespective of whether or not at the time stock of any class or classes of such corporation shall have or might have voting power by reason of the happening of any contingency) is owned by such Person directly or indirectly through one (1) or more Subsidiaries of such Person and (b) any partnership, association, joint venture or other entity in which such Person directly or indirectly through one (1) or more Subsidiaries of such Person has more than a fifty percent (50%) equity interest and (c) any Affiliate of such Person the management and direction of which such Person manifestly and indisputably controls by virtue of contract rights, board (or like controlling body) membership and/or stock ownership.
“ Tag-Along Stockholder ” means a Stockholder (including Société Générale as fiduciary for any Manager) that elects to participate in a Tag-Along Sale pursuant to Section 5.01 hereof.
“ Tax Amount ” means, with respect to a fiscal year and with respect to a Manager, an amount equal to the anticipated U.S. income taxes imposed on the Manager with respect to the Company income allocated to such Manager for such fiscal year for U.S. federal income tax purposes. All calculations of anticipated taxes pursuant to this definition shall assume that (i) each Manager is subject to the highest applicable marginal U.S. federal, state and local tax rates to which an individual residing in Redmond, Washington is subject, taking into account the deductibility (subject to applicable limitations) of U.S. state and local taxes, and the character of any income, gains, deductions, losses or credits, (ii) for purposes of determining the tax benefit of a deduction, loss or credit, each Manager’s only income, gains, losses, deductions and credits for such fiscal year and each prior fiscal year are income, gains, deductions, losses and credits attributable to its ownership interest in the Company, and (iii) any losses allocated to such Manager in prior periods but not previously utilized as an offset against income or gains pursuant to this paragraph are available for offset against income and gains (to the extent permitted by applicable tax law) with respect to such fiscal year.
“ Taxes ” means all federal, state or local and all foreign taxes, including income, gross receipts, windfall profits, value added, severance, property, production, sales, use, duty, license, excise, franchise, employment, withholding or similar taxes, together with any interest, additions or penalties with respect thereto and any interest in respect of such additions or penalties.
“ Third Party ” means, with respect to any Stockholder, any Person other than an Affiliate of such Stockholder.
“ Total Disability ” shall have the meaning set forth in Univar N.V.’s long-term disability policy in effect at the time of termination, if one exists. If Univar N.V. does not have a long-term disability policy in effect at such time, the term “Total
 
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Disability” shall mean the Manager’s inability (with or without such accommodation as may be required by law protecting persons with disabilities) to perform the essential functions of the Manager’s position for a period aggregating to one hundred eighty-one (181) calendar days in a twelve (12) month period, provided , however , that this period may be extended in the sole discretion of the Operating Company CEO (for Managers other than the Operating Company CEO) or the Board (for the Operating Company CEO).
“ Transfer ” means the offer, sale, lease, donation, assignment (as collateral or otherwise), mortgage, pledge, grant, hypothecation, encumbrance, gift, bequest or transfer or disposition of any security (including transfer by reorganization, merger, sale of substantially all of the assets or by operation of law).
“ Transferee ” means any Person who acquires shares of Company Capital Stock from a Stockholder and who is not a Permitted Transferee.
“ Univar N.V. ” means Univar N.V., a limited liability company ( naamloze vennotschap ) organized under the laws of the Netherlands and with corporate seat in Rotterdam, the Netherlands, or any successor entity thereto.
“ U.S.-Netherlands Treaty ” means the Convention for the Avoidance of Double Taxation and the Prevention of Fiscal Evasion with Respect to Taxes on Income between the United States of America and the Kingdom of the Netherlands, signed on December 18, 1992, as amended by the Protocol between the United States of America and the Kingdom of the Netherlands, signed on March 8, 2004.
Section 1.02 Other Terms . In addition to the terms defined in Section 1.01, the following terms shall have the respective meaning assigned thereto in the Sections indicated below (it being understood that other terms may be defined elsewhere in the text of this Agreement and, unless otherwise indicated, shall have such meaning throughout this Agreement):

Defined Term	  	Section	 	
		
Additional Stock	  	 	Section 5.03(a)	  	
Additional Subscribing Stockholder	  	 	Section 5.08(b)	  	
Adverse Tax Determination	  	 	Section 4.04	  	
Applicable Tax Jurisdiction	  	 	Section 7.09	  	
Bad Leaver Event	  	 	Section 4.01(a)	  	
Call Event	  	 	Section 4.01(b)	  	
Call Notice	  	 	Section 4.02	  	
Call Option	  	 	Section 4.02	  	
Call Price	  	 	Section 4.01(c)	  	
Call Securities	  	 	Section 4.02	  	
Called Manager	  	 	Section 4.02	  	
Company	  	 	Section 7.09	  	
 
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Confidential Information		 	Section 7.06(b)	  	
CVC Sold Percentage		 	Section 8.01(d)	  	
Default Event		 	Section 4.01(d)	  	
Delay Notice		 	Section 8.02(a)	  	
Demand Registration		 	Section 8.02(a)	  	
Designated Employee		 	Section 4.07	  	
Designated Employees		 	Section 4.07	  	
Developments		 	Section 7.08	  	
Drag-Along Sale		 	Section 5.02(a)	  	
Effective Date		 	Section 8.01(d)	  	
Effectiveness Period		 	Section 8.02(a)	  	
Emergency Liquidity Event		 	Section 4.01(e)	  	
Equity Cure		 	Section 5.08(a)	  	
Equity Cure Request		 	Section 5.08(a)	  	
Excess Amount		 	Section 5.09(a)(ii)	  	
Failed Subscription		 	Section 5.08(b)	  	
Final Disposition		 	Section 6.05	  	
Good Leaver Event		 	Section 4.01(f)	  	
Hedging Transaction		 	Section 8.01(d)	  	
Indemnified Taxes		 	Section 7.09	 	
Investment Plus Interest Price		 	Section 4.01(g)	  	
Investment Price		 	Section 4.01(g)	  	
IPO		 	Section 5.04(a)	  	
IPO Conversion		 	Section 5.04(a)	  	
IPO Corporation		 	Section 5.04(a)	  	
Lock-up Period		 	Section 8.06(a)	  	
Losses		 	Section 7.09	 	
Management Call Notice		 	Section 4.03	  	
Management Call Option		 	Section 4.03	  	
Manager’s Securities		 	Section 8.01(d)(i)(A)	  	
Non-Subscribing Stockholder		 	Section 5.08(b)	  	
Observer		 	Section 6.02(a)	  	
Own		 	Section 3.03(e)(i)(A)	  	
PFIC		 	Section 6.06(e)	  	
Piggyback Holder		 	Section 8.01(a)	  	
Piggyback Registration		 	Section 8.01(a)	  	
Preemptive Notice		 	Section 5.03(a)	  	
Proceeds		 	Section 5.09(a)(vi)	  	
Prohibited Payment		 	Section 4.05	  	
Purchaser		 	Section 5.01(a)	  	
Put Event		 	Section 4.04	  	
Put Notice		 	Section 4.04	  	
Put Option		 	Section 4.04	  	
Put Price		 	Section 4.01(h)	  	
 
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Put Securities		 	Section 4.04	  	
Putting Manager		 	Section 4.04	  	
Qualified Persons		 	Section 3.03(e)(i)(A)	  	
Registration		 	Section 8.03	  	
Request Notice		 	Section 8.02(a)	  	
Restricted Territory		 	Section 7.02	  	
Restriction Period		 	Section 7.02	  	
Retirement Leaver Event		 	Section 4.01(i)	  	
Subscribing Stockholder		 	Section 5.08(c)(i)	  	
Supplemental Agreement		 	Section 7.01	  	
Tag-Along Notice		 	Section 5.01(a)	  	
Tag-Along Offered Shares		 	Section 5.01(a)(i)	  	
Tag-Along Right		 	Section 5.01(a)(v)	  	
Tag-Along Sale		 	Section 5.01(a)	  	
Tax Advance		 	Section 6.05	 	
Third Party Valuation		 	Section 5.08(d)	  	
Total Capital Stock Value		 	Section 5.09(a)(vii)	  	
Total Equity Value		 	Section 5.09(a)(viii)	  	
Valid Business Reason		 	Section 8.02(a)	  	
Section 1.03 Rules of Construction .
(a) For purposes of this Agreement, whenever a threshold for the amount invested in Company Capital Stock or the percentage of ownership of Company Capital Stock is to be determined as to a Stockholder, the investments and the beneficial ownership of Permitted Transferees of such Stockholder shall be aggregated with the investments and beneficial ownership of such Stockholder.
(b) Any provision of this Agreement which refers to the words “ include ”, “ includes ” or “ including ” shall be deemed to be followed by the words “without limitation.”
(c) In the event that any claim is made by any Person relating to any conflict, omission or ambiguity in this Agreement, no presumption or burden of proof or persuasion shall be implied by virtue of the fact that this Agreement was prepared by or at the request of a particular Person or its counsel.
(d) References to numbered or lettered articles, sections and subsections refer to articles, sections and subsections, respectively, of this Agreement unless expressly stated otherwise. All references to this Agreement include, whether or not expressly referenced, the annexes and exhibits attached hereto.
(e) The terms defined in the singular have a comparable meaning when used in the plural, and vice versa.
 
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ARTICLE II
REPRESENTATIONS AND WARRANTIES
Each of the parties hereby severally represents and warrants to each of the other parties as follows:
Section 2.01 Authority; Enforceability . Such party (i) has the legal capacity or organizational power and authority to execute, deliver and perform its obligations under this Agreement and (ii) (in the case of parties that are not natural persons) is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. This Agreement has been duly executed and delivered by such party and constitutes a legal, valid and binding obligation of such party, enforceable against it in accordance with the terms of this Agreement, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles.
Section 2.02 Consent . No consent, waiver, approval, authorization, exemption, registration, license or declaration is required to be made or obtained by such party, other than those that have been made or obtained on or prior to the date hereof, in connection with (i) the execution or delivery of this Agreement or (ii) the consummation of any of the transactions contemplated hereby. To the extent that such party is a natural person, either no Spousal Consent is required in connection with the transactions contemplated hereby or such party has delivered to the Company a Spousal Consent executed by his or her spouse.
ARTICLE III
SHARE TRANSFERS
Section 3.01 Restrictive Legend . Each certificate representing shares of Company Capital Stock held by a Stockholder will bear a legend in substantially the following form (with such additions thereto or changes therein as the Company may be advised by counsel are required by law or necessary to give full effect to this Agreement):
“THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE OFFERED, PLEDGED, SOLD, ASSIGNED OR OTHERWISE TRANSFERRED (“TRANSFER”) EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS OR AN APPLICABLE EXEMPTION FROM REGISTRATION THEREUNDER.
 
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THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS AND CONDITIONS OF A STOCKHOLDERS AGREEMENT, DATED AS OF JANUARY 8, 2008, AS IT MAY BE AMENDED FROM TIME TO TIME. THE STOCKHOLDERS AGREEMENT CONTAINS, AMONG OTHER THINGS, SIGNIFICANT RESTRICTIONS ON THE TRANSFER OF THE SECURITIES OF THE COMPANY AND CERTAIN TAG-ALONG AND DRAG-ALONG RIGHTS AND RESTRICTIONS APPLICABLE TO THE SECURITIES. A COPY OF THE STOCKHOLDERS AGREEMENT IS AVAILABLE UPON REQUEST FROM THE COMPANY.”
Section 3.02 Securities Laws Restrictions on Transfer . No Stockholder shall Transfer any shares of Company Capital Stock unless and until:
(a) there is in effect a registration statement under the 1933 Act covering such proposed Transfer and such Transfer is made in accordance with such registration statement; or
(b) such Stockholder has notified the Company of the proposed Transfer and has furnished the Company with (i) a reasonable description of the circumstances surrounding the proposed Transfer; and (ii) if requested by the Company, an opinion of counsel, in form and substance reasonably satisfactory to the Company, that such Transfer shall not require registration of such shares under the 1933 Act.
Section 3.03 Additional Restrictions on Transfer . Further to the restrictions on Transfer imposed under Section 3.02:
(a) prior to an Initial Public Offering, no Stockholder other than the CVC Investors shall Transfer any shares of Company Capital Stock, other than
(i) a Transfer to one of its Permitted Transferees; provided , that such Permitted Transferee, if not already a party hereto, shall execute a Joinder Agreement - Stockholder prior to such Transfer; or
(ii) a Transfer in accordance with Article IV or Article V;
(b) prior to an Initial Public Offering, no Stockholder shall Transfer any shares of Company Capital Stock if such Transfer would necessitate the registration of the Company Capital Stock under Section 12 of the 1934 Act;
 
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(c) no Stockholder shall Transfer (including, for the avoidance of doubt, a Transfer pursuant to Article IV, Section 5.01 or Section 5.02) any of its shares of the Capital Stock of the Company without concurrently Transferring to the same Person, in the same transaction and in the same proportion (as nearly as practicable) if the Stockholder is to Transfer Ordinary Shares, its Preferred Shares (and vice versa) ; and
(d) notwithstanding any other provision of this Agreement, no Stockholder shall Transfer any of its shares of Company Capital Stock if such Transfer would cause the Company to be treated as a publicly traded partnership within the meaning of Section 7704 of the Code and Treas. Reg. § 1.7704-1.
(e) Notwithstanding any other provision of this Agreement:
(i) Each Qualified Investor:
(A) represents that, for purposes of the U.S.- Netherlands Treaty, “qualified persons” referenced in Article 26(2)(f)(i) of the U.S. Netherlands Treaty (“ Qualified Persons ”) own, directly or indirectly, within the meaning of the U.S.-Netherlands Treaty (“ Own ”) in the aggregate Company Capital Stock representing at least the Qualified Percentage (for such Qualified Investor) of the aggregate value of the Company Capital Stock owned by such Qualified Investor;
(B) shall, except to the extent prohibited by law, take such actions as are necessary (including, without limitation, imposing appropriate transfer restrictions on its direct and indirect shareholders, partners or other owners) and that it is able to take to cause the representation made by such Qualified Investor in the foregoing clause (A) to remain true at all times during the Effective Period; provided , that, notwithstanding anything in this Section 3.03(e) to the contrary, (x) Goldman Sachs shall not be required to take any action restricting any Regulatory Action and Goldman Sachs shall not be restricted from taking any Regulatory Action, and (y) the restrictions imposed by this Section 3.03(e) shall apply to Goldman Sachs only with respect to the period ending on the earlier of (i) the Redemption Date and (ii) February 1, 2011; provided , however , for the avoidance of doubt, that the representations, warranties and covenants in this Section 3.03(e) made with respect to such applicable period will continue to survive following the Redemption Date or February 1, 2011, as applicable; and
 
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(C) shall notify the other Qualified Investors and the Company within two Business Days after becoming aware that the representation made by such Qualified Investor in the foregoing clause (A) has ceased to be true at any time during the Effective Period.
(ii) Unless otherwise approved by holders of a majority of the Ordinary Shares, no Stockholder shall knowingly, and for the avoidance of doubt no Manager shall knowingly cause Société Générale to, take, or cause to be taken, any action otherwise contemplated or permitted by this Agreement that would cause the aggregate percentage of the value of the Company Capital Stock, or the aggregate percentage of the value of the capital stock of Univar N.V., Owned by Qualified Persons to be less than 51.0% at any time during the Effective Period; provided , however , that this restriction shall not apply to the extent such reduction is attributable to any Non-Subscribing Stockholders in connection with an Equity Cure.
(iii) Without limiting the generality of the foregoing clauses (i) and (ii), unless otherwise approved by holders of a majority of the Ordinary Shares, during the Effective Period no Stockholder shall, and for the avoidance of doubt no Manager shall cause Société Générale to, Transfer any Company Capital Stock to any Person, including to any Permitted Transferee, if such Transfer would reduce the aggregate percentage of Company Capital Stock that is Owned by Qualified Persons (assuming for this purpose that the percentage of each Qualified Investor’s Company Capital Stock that is Owned by Qualified Persons immediately before such Transfer is equal to the Qualified Percentage for such Qualified Investor).
(iv) Each Stockholder and each Manager shall cooperate with the Company and the other Stockholders to promptly provide such information as the Company may request from time to time concerning such Stockholder or Manager (including, except to the extent prohibited by contract in effect on the date of this Agreement, the identity and percentage ownership interest of any investors in such Stockholder) for purposes of verifying, to the extent of such Stockholder’s Qualified Percentage in the case of a Qualified Investor, the extent of Ownership of Company Capital Stock, or of capital stock of Univar N.V., by Qualified Persons. Each Qualified Investor may elect to provide any such requested information (subject to a confidentiality agreement reasonably acceptable to such Qualified Investor) to an internationally recognized accounting firm selected by the Company to assist with making the necessary determinations. For the avoidance of doubt, the obligations of this Section 3.03(e)(iv) shall continue to bind any Person who is or was a Stockholder after such Person ceases to be a Stockholder, but only with respect to the period of time during which such Person was a Stockholder.
 
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Section 3.04 Approval of Transfers . In the event that any Transfer otherwise permitted by this Article III requires any consent or approval of the Company and/or the Stockholders under applicable law, this Agreement or otherwise, each of the Stockholders hereby agrees to promptly approve any such Transfer and to vote all of its Company Capital Stock in favor of any such Transfer. In addition to the foregoing, the parties acknowledge and agree that CVC may from time to time Transfer shares of Company Capital Stock to Société Générale as fiduciary for employee(s), directors and/or advisory board members of the Company or its Affiliates, and the Company and the Stockholders hereby approve any such Transfer of shares; provided , that no Transfer of shares may be made pursuant to this sentence of this Section 3.04 if it would cause the aggregate number of shares held by Société Générale as fiduciary for the Managers (including such employee(s), directors and/or advisory board members) to exceed 10.0% of the number of shares of Company Capital Stock; provided , further, that (i) any employee in respect of whom CVC proposes to Transfer shares to Société Générale as fiduciary pursuant to this Section 3.04 shall execute a Joinder Agreement – Manager prior to such Transfer, whereupon such employee shall be deemed a “Manager” and shall have the same rights and be bound by the same obligations as the Managers hereunder, and Société Générale, as fiduciary for such Person, shall have the same rights and be bound by the same obligations, in that capacity, as it has as fiduciary for the Managers hereunder, and (ii) any other Person to whom CVC proposes to Transfer shares (or in respect of whom the Company proposes to Transfer shares to Société Générale as fiduciary) pursuant to this Section 3.04 shall execute a Joinder Agreement – Stockholder prior to such Transfer, whereupon such Person shall be deemed a “Stockholder” and shall have the same rights and be bound by the same obligations as the Stockholders hereunder.
Section 3.05 Improper Transfer . Any attempt to Transfer any shares of Company Capital Stock other than in accordance with this Agreement shall be null and void and no right, title or interest in or to such Company Capital Stock shall be Transferred to the purported transferee, buyer, donee, assignee or encumbrance holder. The Company will not give, and will not permit the Company’s transfer agent (if any) to give, any effect to such attempted Transfer on its stock records.
ARTICLE IV
CALL AND PUT OPTIONS OF CERTAIN STOCKHOLDERS
Section 4.01 Definitions . For purposes of this Agreement:
(a) “ Bad Leaver Event ” means the termination of the employment of any Manager with the Company or its Affiliate:
(i) by the Company or its Affiliate for Cause; or
(ii) by the Manager without Good Reason prior to October 11, 2011;
 
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(b) “ Call Event ” means a Bad Leaver Event, a Default Event, a Good Leaver Event or a Retirement Leaver Event;
(c) “ Call Price ” means:
(i) if the Call Event is a Bad Leaver Event, the lower of the Investment Plus Interest Price and the Fair Market Value of the Call Securities;
(ii) if the Call Event is a Default Event or a Good Leaver Event, the Fair Market Value of the Call Securities;
(iii) if the Call Event is a Retirement Leaver Event:
(A) that occurs between October 11, 2009 and October 11, 2010, then the sum of 50% of the Fair Market Value of the Call Securities and 50% of the Investment Plus Interest Price;
(B) that occurs between October 11, 2010 and October 11, 2011, then the sum of 75% of the Fair Market Value of the Call Securities and 25% of the Investment Plus Interest Price; and
(C) after October 11, 2011, then the Fair Market Value of the Call Securities;
provided , however , that notwithstanding anything to the contrary in this Agreement, if the Company exercises the Call Option on a date that is more than 6 months after the date of the Call Event, “ Call Price ” shall mean the higher of the prices calculated in accordance with clauses (i), (ii) or (iii) as applicable, as of each of (A) the date on which the Call Event occurred and (B) the date on which the Call Securities are ultimately purchased from the Manager under Section 4.02; and
(d) “ Default Event ” means an Insolvency Event occurring with respect to any Manager or the creation of an Encumbrance over the interest of any Manager in the Company Capital Stock (other than a pledge in favor of a CVC Investor or the Company or its Affiliate as lender to such Manager);
(e) “ Emergency Liquidity Event ” means the occurrence, as declared by the Board in its sole discretion, of a grave and unforeseen emergency with respect to any Manager.
(f) “ Good Leaver Event ” means the termination of the employment of any Manager with the Company or its Affiliate:
(i) due to the death of the Manager;
 
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(ii) due to the Total Disability of the Manager;
(iii) by the Company or its Affiliate without Cause;
(iv) by the Manager for Good Reason; or
(v) by the Company or its Affiliate or the Manager for any reason other than Cause on or after October 11, 2011;
(g) “ Investment Plus Interest Price ” means an amount per share of Call Securities or Put Securities as the case may be equal to the price (the “ Investment Price ”) paid by the Manager for such share at the time of the initial purchase thereof (subject to appropriate adjustments for stock splits, recapitalizations and the like), plus the amount of interest which would have accrued on such Investment Price if such Investment Price had borne interest, compounded daily, at a per annum rate of 3% from the date of the investment to the date of determination;
(h) “ Put Price ” means:
(i) if the Put Event is a Good Leaver Event constituted by the death or Total Disability of the Manager, or the retirement of a Manager who has attained at least 65 years of age as of the date of such retirement, and such Good Leaver Event or retirement:
(A) occurs between October 11, 2009 and October 11, 2010, then the sum of 50% of the Fair Market Value of the Put Securities and 50% of the Investment Plus Interest Price;
(B) occurs between October 11, 2010 and October 11, 2011, then 75% of the Fair Market Value of the Put Securities and 25% of the Investment Plus Interest Price; and
(C) after October 11, 2011, then the Fair Market Value of the Put Securities; and
(ii) if the Put Event is (A) an Emergency Liquidity Event or (B) a Good Leaver Event constituted by the termination of the employment of any Manager without Cause, for Good Reason, or for any reason other than Cause on or after October 11, 2011, then, in the case of either clause (A) or (B), the lower of the Investment Plus Interest Price and the Fair Market Value of the Put Securities;
provided , however , that notwithstanding anything to the contrary in this Agreement, if the Put Event occurs on or before the last day of the Effective Period and the Board makes an Adverse Tax Determination preventing the applicable Manager from exercising such Manager’s Put Option until after the last day of the Effective Period, “ Put Price ”
 
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shall mean the higher of the prices calculated in accordance with clause (i) or clause (ii), as applicable, as of each of (A) the date on which the Put Event occurred and (B) the date on which the Put Securities are ultimately purchased from the Manager under Section 4.05; and
(i) “ Retirement Leaver Event ” means the termination of the employment of any Manager by the Company or its Affiliate due to the retirement of such Manager, where the Manager has attained 58 years of age on or before the date of his or her retirement and such retirement occurs on or after October 11, 2009.
Section 4.02 Call by the Company . Until the earlier to occur of an Initial Public Offering and a Change in Control, upon the occurrence of a Call Event with respect to a Manager, the Company shall have the right to purchase or procure the purchase by its designee (the “ Call Option ”), by delivery of a written notice (the “ Call Notice ”) to the applicable Manager (the “ Called Manager ”) and to Société Générale as fiduciary for the same no later than the later of (i) 6 months after the date of such Call Event and (ii) the last day of the Effective Period, and the Called Manager shall be obliged in that event to sell or procure the sale by Société Générale to the Company or its designee of, all or a portion of the Company Capital Stock which is owned by the Called Manager or by Société Générale as fiduciary for the Called Manager or by or on behalf of any Permitted Transferee of the Called Manager on the date of the Call Event (the “ Call Securities ”) at a price per share equal to the Call Price of such Call Securities as of the date of such Call Event.
Section 4.03 Call by Other Managers . If the Company does not exercise its Call Option in accordance with Section 4.02, Société Générale as fiduciary for each of the Managers other than the Called Manager shall have the right to purchase on behalf of any Manager other than the Called Manager (the “ Management Call Option ”), by delivery of a written notice (the “ Management Call Notice ”) to the Company and the Called Manager no later than 30 days after the expiration of the Company’s Call Option, and Société Générale as fiduciary for the Called Manager shall be obliged in that event to sell on behalf of the Called Manager, the Call Securities on the same terms and conditions as would apply to the Company if the Company had exercised the Call Option. If Société Générale exercises the Management Call Option as fiduciary for more than one Manager, Société Générale as fiduciary for each such Manager shall have the right to purchase a pro rata portion of the Call Securities, calculated based on the number of shares of Ordinary Shares held by Société Générale as fiduciary for each such Manager as of the date of the Call Event as compared to the aggregate number of shares of Ordinary Shares held by Société Générale as fiduciary for all such Managers on such date.
Section 4.04 Put by the Manager . Until the earlier to occur of an Initial Public Offering and a Change in Control, upon the occurrence of an Emergency Liquidity Event or a Good Leaver Event with respect to a Manager or upon the retirement of a Manager that has reached the age of 65 years (each a “ Put Event ”), Société Générale as
 
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fiduciary for the applicable Manager (the “ Putting Manager ”) shall have the right to require the Company or its designee to purchase (the “ Put Option ”), by delivery of a written notice (the “ Put Notice ”) to the Company (i) if the Put Event occurs on or before the last day of the Effective Period and within ten (10) Business Days of the Company’s receipt of a purported Put Notice the Board determines that permitting the Putting Manager to exercise the Put Option may lead to an adverse Tax impact upon the Company or its Affiliates under the U.S.-Netherlands Treaty (an “ Adverse Tax Determination ”), then during the period beginning the day after the last day of the Effective Period and ending on the later of 30 days thereafter or 6 months after the date of the Put Event, and (ii) if the Put Event occurs (A) after the Effective Period, or (B) on or before the last day of the Effective Period and the Board does not make an Adverse Tax Determination within ten (10) Business Days of the Company’s receipt of a purported Put Notice, then no later than 6 months after the date of such event. Upon its receipt of a valid Put Notice, subject to the foregoing conditions, the Company shall be obliged to purchase or procure that its designee purchases, all of the Company Capital Stock which is owned by the Putting Manager or by Société Générale as fiduciary for the Putting Manager or by or on behalf of any Permitted Transferee of the Putting Manager on the date of the Put Event (the “ Put Securities ”) at a price per share equal to the Put Price of such Put Securities as of the date of such Put Event (except as otherwise stated in the proviso to the definition of “Put Price” in Section 4.01(h)). Any Manager may at any time request in writing that the Board declare an Emergency Liquidity Event with respect to such Manager. The applicable Manager shall deliver to the Board all such information related to such request as the Board requires in connection with its consideration of such request, and the Board shall make its determination no later than ten (10) Business Days after receipt of such information. Notwithstanding anything to the contrary in this Agreement, any Put Notice with respect to a Put Event arising from an Emergency Liquidity Event must be delivered no later than ten (10) Business Days after the Board notifies the applicable Manager of its declaration of an Emergency Liquidity Event with respect to such Manager.
Section 4.05 Closing of a Purchase by the Company . The closing of any purchase of Call Securities or Put Securities by the Company or its designee pursuant to Section 4.02 or Section 4.04 shall take place at the principal office of the Company no later than (i) the 60 th day after the delivery of a Call Notice or Put Notice as the case may be or (ii) in the event that an independent appraiser is retained to determine the Fair Market Value of the applicable securities as contemplated in the definition of “Fair Market Value” set forth in Section 1.01 of this Agreement, the 14 th day after the determination of such appraiser. At such closing, Société Générale as fiduciary for the Called Manager or Putting Manager as the case may be shall deliver to the Company a duly signed counterpart of any such share transfer agreement as the Company may reasonably require to document such purchase, together with original stock certificates and stock powers duly endorsed in favor of the Company representing the Call Securities or Put Securities as the case may be, against delivery by the Company or its designee of consideration in the amount equal to the aggregate Call Price or Put Price payable in respect of such Call Securities or Put Securities in immediately available funds; provided ,
 
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however , that in the event that such payment under this Section 4.05 would cause the Company or its Affiliate to be in violation of applicable law (a “ Prohibited Payment ”), the Company shall pay the Call Price or Put Price as the case may be, plus interest thereon (as set forth below), on the first date following the first period of twelve consecutive months during which such payment would not have been a Prohibited Payment. In the event that the Call Price or Put Price as the case may be is not paid on or prior to (i) the 60 th day after the delivery of a Call Notice or Put Notice as the case may be or (ii) in the event that an independent appraiser is retained to determine the Fair Market Value of the applicable securities as contemplated in the definition of “Fair Market Value” set forth in Section 1.01 of this Agreement, the 14 th day after the determination of such appraiser, interest will accrue on the Call Price or Put Price at a rate equal to the applicable federal rate commencing on such date until the Call Price or Put Price plus all accrued interest has been paid.
Section 4.06 Closing of a Purchase by Managers . The closing of any purchase of Call Securities by Société Générale as fiduciary for a Manager pursuant to Section 4.03 shall take place at the principal office of Société Générale no later than the 120th day after the expiration of the Company’s Call Option. At such closing, Société Générale as fiduciary for the Called Manager shall deliver to Société Générale as fiduciary for the purchasing Managers a duly signed counterpart of any such share transfer agreement as the Company may reasonably require to document such purchase together with original stock certificates and stock powers duly endorsed in favor of Société Générale as fiduciary for the purchasing Managers representing the Call Securities, against delivery by Société Générale as fiduciary for the purchasing Managers of consideration in the amount equal to the aggregate Call Price payable in respect of the Call Securities in immediately available funds.
Section 4.07 Designation by the Company of an Alternative Purchaser . Notwithstanding anything set forth in this Article IV to the contrary, insofar as this Article IV entitles the Company to designate a Person to purchase Call Securities or Put Securities, the Board may designate one or more employees of the Company or its Affiliate (individually a “ Designated Employee ” and collectively, the “ Designated Employees ”) or any Stockholder(s) as its designee(s) for that purpose. Each designee shall thereupon have the right, but not the obligation, to acquire, in lieu of the Company, the Call Securities or Put Securities that the Company is entitled or obliged to purchase hereunder, or such portion as the Company allocates to such designee, on the same terms and conditions as apply to the purchase of such Call Securities or Put Securities by the Company, except that all payments pursuant to this Section 4.07 shall be made in immediately available funds or by certified or cashier’s check. Concurrently with and as a condition precedent to any such purchase of Call Securities or Put Securities by a designee of the Company:
(a) if such designee is a Designated Employee, such designee shall: (1) engage Société Générale as its fiduciary for the purposes hereof and enter by joinder into the Fiduciary Agreements or such other agreement as Société Générale may require
 
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with respect to its engagement; (2) evidence, by way of documentation in form and substance satisfactory to the Called Manager or Putting Manager, as the case may be, acting reasonably, its financial capacity to fund the purchase of such Call Securities or Put Securities as the case may be; (3) execute a Joinder Agreement – Manager in connection therewith, whereupon such designee shall be deemed a “Manager” and shall have the same rights and be bound by the same obligations as the Managers hereunder, and Société Générale, as fiduciary for such designee, shall have the same rights and be bound by the same obligations, in that capacity, as it has as fiduciary for the Managers hereunder; and
(b) if such designee is not an employee of the Company or its Affiliate, and is not already a party hereto, such designee shall execute a Joinder Agreement – Stockholder in connection therewith, whereupon such designee shall be deemed a “Stockholder” and shall have the same rights and be bound by the same obligations as the Stockholders hereunder.
For the avoidance of doubt, insofar as this Article IV entitles the Company to designate a Person to purchase Call Securities or Put Securities, such designation shall in no way constitute a “Transfer” by the Company for purposes of this Agreement.
ARTICLE V
TAG-ALONG, DRAG-ALONG, PRE-EMPTIVE AND EXCHANGE RIGHTS OF
CERTAIN STOCKHOLDERS; CAPITAL CONTRIBUTIONS; EQUITY CURE
Section 5.01 Tag-Along Rights .
(a) Other than with respect to an Exempt Transfer or a Transfer proposed and made in accordance with Section 3.04, Section 5.02 or Article VIII, if any CVC Investors propose, in any transaction or series of related transactions, directly or indirectly, to Transfer any shares of Company Capital Stock to a Person (the “ Purchaser ”) (such proposed Transfer being a “ Tag-Along Sale ”), such CVC Investor(s) shall give written notice (a “ Tag-Along Notice ”) of such proposed Transfer to the other Stockholders at least 30 days prior to the consummation of such proposed Tag-Along Sale setting forth:
(i) the total number and class of shares of Company Capital Stock proposed to be Transferred to the Purchaser (the “ Tag-Along Offered Shares ”) and the purchase price per share of Company Capital Stock;
(ii) the identity of the Purchaser;
(iii) any other material terms and conditions of the proposed Transfer;
(iv) the expected date of the proposed Transfer;
 
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(v) an undertaking that each such Stockholder shall have the right (the “ Tag-Along Right ”) to elect to sell up to its Pro Rata Portion of such Tag-Along Offered Shares in accordance with the procedures set forth in Section 5.01(b); and
(vi) such notice shall be accompanied by a substantially complete draft of any written agreement related to the Tag-Along Sale.
(b) Upon delivery of a Tag-Along Notice, each Stockholder receiving such notice, including Société Générale as fiduciary for each Manager for whom it is fiduciary, shall have the right, but not the obligation, to sell up to its Pro Rata Portion of the Tag-Along Offered Shares at the same price per share, for the same form of consideration and pursuant to the same terms and conditions (including time of payment) as set forth in the Tag-Along Notice. If a Stockholder (other than the CVC Investors) or Société Générale as fiduciary for a Manager wishes to participate in the Tag-Along Sale, then such Stockholder, or Société Générale as fiduciary for such Manager, shall provide written notice to the selling CVC Investors no less than 10 ten days after the date of the Tag-Along Notice, indicating its election to sell up to that Stockholder or Manager’s Pro Rata Portion of such Tag-Along Offered Shares. Such notice shall set forth the number of shares of Company Capital Stock that such Stockholder or Société Générale as fiduciary for the relevant Manager elects to include in the Tag-Along Sale, which number shall not exceed its Pro Rata Portion of the Tag-Along Offered Shares, and such notice shall constitute such Stockholder’s or Société Générale’s binding agreement to sell such shares of Company Capital Stock on the terms and subject to the conditions applicable to the Tag-Along Sale; provided , however , that in the event that there is any material adverse change in the terms and conditions of such Tag-Along Sale applicable to a Tag- Along Stockholder (including any decrease in the purchase price that occurs other than pursuant to an adjustment mechanism set forth in the agreement relating to the Tag- Along Sale) after such Tag-Along Stockholders gives its notice to participate in the Tag- Along Sale, then, notwithstanding anything herein to the contrary, such Tag-Along Stockholder shall have the right to withdraw from participation in the Tag-Along Sale with respect to all of its shares of Company Capital Stock affected thereby. The CVC Investors shall not consummate the Tag-Along Sale unless the Purchaser purchases all of the shares of Company Capital Stock requested to be included in the Tag-Along Sale by the Tag-Along Stockholders on the same terms and conditions applicable to the CVC Investors; provided , however , that in the event that the number of shares of Company Capital Stock which the CVC Investors and the Tag-Along Stockholders desire to sell in the Tag-Along Sale is more than the Tag-Along Offered Shares, to the extent that the Purchaser does not elect to purchase such excess shares of Company Capital Stock the number of shares of Company Capital Stock to be sold by CVC and each Tag-Along Stockholder shall be reduced on a pro rata basis according to the proportion which the number of shares of Company Capital Stock which each such party desires to have included in the Tag-Along Sale bears to the total number of shares of Company Capital Stock desired by all such parties to have included in the Tag-Along Sale.
 
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(c) No Tag-Along Stockholder shall be required to make any representations and warranties in connection with such sale (i) which are not being made by the CVC Investors and the other Tag-Along Stockholders or (ii) which relate to the CVC Investors or any other Tag-Along Stockholder (and Société Générale shall not be required to make any representations and warranties in connection with such sale). No Tag-Along Stockholder shall be liable in respect of any indemnification provided in connection with a Tag-Along Sale:
(i) in excess of the consideration received by such Tag-Along Stockholder in such Tag-Along Sale;
(ii) for the breach of any representations or warranties made by any other Stockholder;
(iii) other than on a several (and not a joint and several) basis with the other Stockholders; or
(iv) to the extent that CVC and Parcom are not severally liable to the same extent or on terms more onerous than the indemnification terms to which CVC and Parcom are bound.
(d) No Tag-Along Stockholder shall be required to participate in any escrow relating to such Tag-Along Sale in excess of such Tag-Along Stockholder’s pro rata participation in the Tag-Along Sale (based on proceeds to be received by all Stockholders including the CVC Investors).
(e) No Manager who is a Tag-Along Stockholder shall be required in connection with such sale to agree to any non-competition covenant that is more restrictive than such Manager’s then existing non-competition covenants to the Company or the Operating Company, as applicable (and if both are applicable, then whichever is the more restrictive).
(f) If, upon delivery of a Tag-Along Notice, no Stockholder elects to sell shares of Company Capital Stock pursuant to this Section 5.01, CVC Investors shall have the right for a period of 90 days (which period may be extended to satisfy any Conditions) after the expiration of the 10 day period referred to in Section 5.01(b) to Transfer the Tag-Along Offered Shares subject to the Tag-Along Notice to the Purchaser at a price not greater than the price contained in, and otherwise on terms and conditions no more favorable to the CVC Investors than those set forth in, the Tag-Along Notice. After the end of the 90 day period referred to in this Section 5.01(f) (including any permitted extension thereof), the CVC Investors will not effect a Transfer of any shares of Company Capital Stock that are the subject of the Tag-Along Notice without commencing de novo the procedures set forth in this Section 5.01.
(g) If any shares of Company Capital Stock are Transferred pursuant to this Section 5.01 to any Person that is not a party to this Agreement, such Person shall execute a Joinder Agreement - Stockholder as a condition to the purchase of such shares and such shares shall continue to be subject to the provisions of this Agreement.
 
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Section 5.02 Drag-Along Rights .
(a) If the CVC Investors propose, in any transaction or series of related transactions, directly or indirectly, to Transfer to a Third Party (the “ Drag-Along Sale ”) more than 50% of the aggregate number of shares of issued and outstanding Ordinary Shares, then the CVC Investors shall have the right (but not the obligation) to require each other Stockholder to:
(i) sell the portion of its Company Capital Stock that represents the same percentage of the total number of shares of Ordinary Shares as the total number of shares of Ordinary Shares being sold by the CVC Investors represents to the total number of shares of Ordinary Shares held by the CVC Investors, at the same prices per share and on the same terms and conditions (including time of payment and form of consideration) as are to be paid to the CVC Investors;
(ii) vote all of its Company Capital Stock in favor of the transactions constituting such Drag-Along Sale, to the extent required or solicited;
(iii) waive any appraisal or dissenters’ rights that it has with respect to such Drag-Along Sale; and
(iv) otherwise, participate in such Drag-Along Sale to the extent reasonably requested by CVC.
(b) Each Stockholder affirms that its agreement to vote for the approval of any transaction constituting a Drag-Along Sale under this Section 5.02 is given as a condition of this Agreement and as such is coupled with an interest and is irrevocable. This voting agreement shall remain in full force and effect throughout the time that this Section 5.02 is in effect.
(c) The CVC Investors shall, promptly upon determining the terms of the Drag-Along Sale, deliver to the other Stockholders written notice specifying the material terms of the Drag-Along Sale (including the identity of the purchaser to which the Drag-Along Sale is proposed to be made and the price per share to be paid).
(d) In connection with the Drag-Along Sale:
(i) the Managers and Parcom shall make or agree to the same representations and warranties (with respect to all matters other than those relating to the CVC Investors or any other Stockholder), covenants, indemnities and agreements as the CVC Investors make or agree to make;
 
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(ii) Goldman Sachs shall make a representation and warranty as to its unencumbered ownership of the shares of Company Capital Stock being sold by it;
(iii) if the Drag-Along Sale is consummated, each Stockholder shall pay its pro rata share (assuming CVC pays its pro rata share) of the reasonable costs incurred in connection with the Drag-Along Sale (including reasonable legal fees and expenses) to the extent not paid or reimbursed by the Company or the relevant Third Party; and
(iv) each Stockholder shall participate on a pro rata basis (assuming CVC participates on a pro rata basis) in any hold-back, escrow, contingent consideration or other similar items relating to the Drag-Along Sale (based on proceeds to be received by all Stockholders, including the CVC Investors).
(e) No Stockholder shall be liable in respect of any indemnification in connection with a Drag-Along Sale:
(i) in excess of the consideration received by such Stockholder therefrom;
(ii) for the breach of any representations or warranties made by the CVC Investors, any other Stockholder or the Managers;
(iii) other than on a several (and not a joint and several) basis with other Stockholders; or
(iv) to the extent that CVC and Parcom are not severally liable to the same extent or on terms more onerous than the indemnification terms to which CVC and Parcom are bound.
(f) No Stockholder shall be required to participate in any hold-back, escrow, contingent consideration or other similar items relating to a Drag-Along Sale in excess of such Stockholder’s pro rata participation therein (based on proceeds to be received by all Stockholders, including the CVC Investors).
(g) No Manager shall be required in connection with such Sale to agree to any non-competition covenant that is more restrictive than such Manager’s then existing non-competition covenants to the Company or the Operating Company, as applicable (and if both are applicable, then whichever is the more restrictive).
(h) Each of the Stockholders agrees that it will deliver, at the closing of a Drag-Along Sale, certificates evidencing the shares of Company Capital Stock to be sold by such Stockholder in the Drag-Along Sale duly endorsed in blank or accompanied by written instruments of transfer (or affidavits of loss) in form and substance reasonably
 
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satisfactory to the CVC Investors, and each Stockholder agrees that it shall execute such other documents as the CVC Investors may reasonably request in order to consummate the Drag-Along Sale at the time specified by the CVC Investors.
(i) Except as expressly provided in this Section 5.02, the CVC Investors shall have no obligation to any Stockholder with respect to the sale of any shares of Company Capital Stock owned by such Stockholder in connection with the Drag-Along Sale. Notwithstanding anything herein to the contrary, the CVC Investors shall have no obligation to any other Stockholder as a result of any decision by the CVC Investors to accept or consummate, or not to accept or consummate, any Drag-Along Sale (it being understood that any and all such decisions shall be made by the CVC Investors in their sole discretion).
(j) The provisions of this Section 5.02 shall apply regardless of the form of consideration received in the Drag-Along Sale; provided that, if the consideration for such Drag-Along Sale includes securities that are not publicly traded, the Stockholders shall be entitled to registration rights with respect to such securities that are as favorable to them as the registration rights set forth in Article VIII of this Agreement.
Section 5.03 Preemptive Rights .
(a) Subject to Sections 5.03(c) and 9.03, in the event that the Company proposes to Transfer (or issue pursuant to a Transfer constituted by an offer) any shares of, or securities convertible into or exercisable or exchangeable for any shares of, Company Capital Stock (“ Additional Stock ”) pursuant to an Eligible Offering, the Company shall deliver a written notice (a “ Preemptive Notice ”) thereof to each Stockholder at least twenty days prior to the consummation of such Eligible Offering. The Preemptive Notice shall:
(i) state the Company’s bona fide intention to offer such Additional Stock;
(ii) state the number and class of shares of such Additional Stock to be offered;
(iii) state the price and terms upon which it proposes to offer such Additional Stock; and
(iv) contain an offer to sell to each Stockholder at the same price and for the same consideration to be paid by purchasers in the Eligible Offering, an amount sufficient for such Stockholder to maintain its Pro Rata Portion of the Company Capital Stock prior to the issuance of Company Capital Stock pursuant to the Eligible Offering.
 
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(b) For a period of 15 days following the delivery of such Preemptive Notice, each Stockholder (including Société Générale as fiduciary for each Manager severally) shall be entitled, by written notice to the Company, to elect to purchase all or part of the Additional Securities described therein. To the extent that an election pursuant to this Section 5.03 is not made by a Stockholder within such 15 day period, such Stockholder (and each Manager) shall be deemed to have rejected such offer. In the event that any such offer is accepted by any Stockholder or by Société Générale as fiduciary for any Manager, the Company shall sell to such Stockholder, and such Stockholder shall purchase from the Company (in the case of Société Générale, as fiduciary for such Manager), for the consideration and on the terms set forth in the Preemptive Notice, the securities that such Stockholder or Société Générale has elected to purchase at the same time as the consummation of the Eligible Offering.
(c) This Section 5.03 shall not apply to the Transfer (or the issuance pursuant to a Transfer constituted by an offer) by the Company from time to time of additional shares of the Company Capital Stock to Société Générale as fiduciary for employees, directors and/or advisory board members of the Company or its Affiliates, unless such Transfer would cause the aggregate number of shares held by Société Générale as fiduciary for the Managers (including such employees, directors and/or advisory board members) to exceed 10.0% of the number of shares of Company Capital Stock; provided , that (i) any employee in respect of whom the Company proposes to Transfer shares to Société Générale as fiduciary pursuant to this Section 5.03(c) shall execute a Joinder Agreement – Manager prior to such Transfer, whereupon such employee shall be deemed a “Manager” and shall have the same rights and be bound by the same obligations as the Managers hereunder, and Société Générale, as fiduciary for such Person, shall have the same rights and be bound by the same obligations, in that capacity, as it has as fiduciary for the Managers hereunder, and (ii) any other Person to whom the Company proposes to Transfer shares (or in respect of whom the Company proposes to Transfer shares to Société Générale as fiduciary) pursuant to this Section 5.03 shall execute a Joinder Agreement – Stockholder prior to such Transfer, whereupon such Person shall be deemed a “Stockholder” and shall have the same rights and be bound by the same obligations as the Stockholders hereunder.
(d) This Section 5.03 shall not apply to an issuance of Company Capital Stock made pursuant to Section 5.08.
(e) The Stockholders shall in respect of any issuance of securities required to be issued pursuant to this Section 5.03 effect such increases in the authorized Company Capital Stock as may be necessary to permit such issuance. The Company shall use commercially reasonable efforts to comply with any applicable securities laws before issuing any securities pursuant to this Section 5.03.
Section 5.04 Exchange and Other Rights .
(a) In the event that the Company proposes to conduct or procure that its Subsidiary conducts a bona fide underwritten initial public offering in any jurisdiction, the Company may take any and all actions to create and implement that IPO and IPO
 
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Conversion (each as defined below), including (i) amendment of this Agreement, including amendments that alter the capital structure of the Company, whether through the issuance, conversion or exchange of equity securities or otherwise, (ii) merger, conversion or consolidation of the Company, (iii) the reorganization or formation of Subsidiaries and the distribution to Stockholders of equity or other interests in such Subsidiaries, (iv) transferring, domesticating or otherwise moving the Company or a Subsidiary to another jurisdiction, and (v) taking such other steps necessary, advisable or convenient to create a suitable vehicle for the IPO (as defined below), in each such case (the resulting entity, the “ IPO Corporation ”), and in each case for the express purpose of the initial public offering of the securities of such IPO Corporation for sale to the public (the “ IPO ”, and any such action, an “ IPO Conversion ”). If any steps taken with respect to an IPO Conversion have the effect of diluting or diminishing a Stockholder’s economic interest, governance, priority and other rights and privileges (including rights in the nature of registration rights) with respect to the Company Capital Stock prior to such IPO Conversion, such Stockholder shall be entitled to receive, prior to the IPO, shares of the Capital Stock of the IPO Corporation, and other rights in connection with such IPO Conversion, substantially equivalent to such economic interest, governance, priority and other rights and privileges (including rights in the nature of registration rights), and the Company shall ensure that such Stockholder’s rights and privileges shall be reflected in the organizational and other documents of the IPO Corporation, including by entering into a stockholders or similar agreement containing such restrictions on transfer of such shares and such other rights and obligations as are provided for herein with respect to the Company Capital Stock. In the event that the Company should engage in an IPO Conversion, CVC and the Stockholders will use commercially reasonable efforts to cooperate with each other so the IPO Conversion is undertaken in a tax-efficient manner for all Stockholders.
(b) In the event that an IPO Conversion is to be implemented, the Company shall cause the IPO Corporation (if not the Company) to become a party to this Agreement and the IPO Corporation shall have the duties of the Company under Article VIII herein.
Section 5.05 Proceeds of a Subsidiary Offering or Trade Sale . In the event that the Company proposes to (i) procure that its Subsidiary conducts a bona fide underwritten initial public offering in any jurisdiction, or (ii) conduct a sale on bona fide arm’s length terms of a majority of the business, assets and undertaking of the Business (other than pursuant to an intra-group reorganization), then, unless the Board shall unanimously resolve to the contrary, the Company shall procure that the proceeds of any such offering or sale (less any proceeds used by such Subsidiary to repay the indebtedness of such Subsidiary and less all related costs, commissions and expenses) are distributed by any Subsidiary of the Company that conducts such offering or sale (indirectly via its Affiliates if necessary) to the Company and Ulysses Finance S.à r.l. in proportion to their shares in the Capital Stock of Ulixes Holding BV.
 
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Section 5.06 Dilutive Actions .
(a) In the event that any securities of the Company are issued in respect of, in exchange for, or in substitution for, any shares of Ordinary Shares by reason of any reorganization, recapitalization, reclassification, merger, consolidation, spin-off, partial or complete liquidation, stock dividend, split-up, sale of assets, distribution to Stockholders or combination of the shares of Ordinary Shares or any other change in the Company’s capital structure, appropriate adjustments shall be made to the provisions of this Agreement to the extent necessary so as to fairly and equitably preserve, as far as practicable, the original rights and obligations of the parties hereto under this Agreement.
(b) Without limiting Section 5.06(a), in the event that a recapitalization of the Company and Ulysses Finance S.à r.l. or their controlled Affiliates (including the Operating Company) includes or results in a repurchase, redemption, exchange, conversion or cancellation of any Capital Stock of the Company and Ulysses Finance S.à r.l. by the Company and Ulysses Finance S.à r.l., the Company will ensure that all Stockholders are afforded, by the Company and Ulysses Finance S.à r.l., an opportunity to participate pro ratably in such recapitalization based on the proportion that (1) the par value of the aggregate Capital Stock of the Company and Ulysses Finance S.à r.l. held by such Stockholders immediately prior to such recapitalization bears to (2) the par value of all outstanding Capital Stock of the Company and Ulysses Finance S.à r.l. (including, for the avoidance of doubt, any preferred shares) immediately prior to such recapitalization. 1
(c) Neither the Company, the CVC Investors, nor any other Stockholder, will take or support any actions (including the creation of new classes of Company Capital Stock or new equity instruments by the Company) that would dilute the value of the Ordinary Shares held as of the Closing by Société Générale as fiduciary for the Managers relative to the entire outstanding Ordinary Shares as of the Closing, other than in connection with a Qualified Public Offering or other offering of new securities by the Company made on a basis such that the dilution experienced by Société Générale as fiduciary for the Managers is no less favorable than the dilution experienced by the CVC Investors (which, for the avoidance of doubt, shall be determined after taking into account any securities issued to, or issuable upon conversion of any other security held by, any CVC Investor).

1  	Thus, for illustrative purposes only, in determining the participation ratio of the Managers, if Société Générale as fiduciary for the Managers holds Capital Stock of the Company and Ulysses Luxembourg S.à r.l. with par value of EUR 14.5 million, and the par value of all outstanding Capital Stock of the Company and Ulysses Luxembourg S.à r.l. prior to such recapitalization is EUR 165 million, the Manager’s participation ratio in such recapitalization will be 14.5 million : 165 million.	
 
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Section 5.07 No Additional Capital Contributions . Except as required by applicable law, without limiting Section 5.08 or Section 5.10, no Stockholder shall at any time be required to make any additional capital contribution to the Company.
Section 5.08 Equity Cure .
(a) If CVC determines in good faith, after consultation with the Board, that it is necessary that the Stockholders subscribe for additional Company Capital Stock in order to prevent or cure or enable the Company to prevent or cure a breach in respect of any of the Senior Credit Facilities (an “ Equity Cure ”), CVC may cause the Board to request (an “ Equity Cure Request ”) that each Stockholder subscribe for additional Company Capital Stock in respect of such Equity Cure. Such Equity Cure Request must (i) be made in writing to all of the Stockholders; (ii) provide for at least ten (10) Business Days’ advance notice before the amount requested is due and payable and (iii) apportion the amount of the Equity Cure Request among the Stockholders pro rata in proportion to their respective Pro Rata Portion. Within ten (10) Business Days after receipt of such Equity Cure Request (or such later date as may be specified in the particular request), each Stockholder that desires to subscribe for additional Capital Stock in response to such Equity Cure Request shall pay in cash to the Company an amount equal to such Stockholder’s Pro Rata Portion thereof and deliver to the Company contemporaneously therewith a duly signed counterpart of any such agreement as the Company may reasonably require to document such subscription. For the avoidance of doubt, no Stockholder shall be required to subscribe for additional Company Capital Stock in response to an Equity Cure Request.
(b) If a Stockholder fails to subscribe for additional Company Capital Stock in response to an Equity Cure Request within the 10 Business Day period and in the manner otherwise specified in Section 5.08(a) (each such Stockholder, a “ Non- Subscribing Stockholder ”), the Company shall provide notice thereof to those of CVC, Parcom and Goldman Sachs that are not Non-Subscribing Stockholders, each of whom may elect to subscribe for all or a portion of the aggregate amount of the Equity Cure Request not subscribed by all Non-Subscribing Stockholders (the sum of all such amounts, the “ Failed Subscription ”; and each of CVC, Parcom and Goldman Sachs, if it elects to subscribe for any portion thereof, an “ Additional Subscribing Stockholder ”) in such proportions as they may agree or, failing agreement, pro rata in proportion to their respective Pro Rata Portions. Each such additional subscription shall be made by the Additional Subscribing Stockholder within ten (10) Business Days after notification of the Failed Subscription (or such later date as the Company may agree with each of the Additional Subscribing Stockholders), by payment in cash and by delivery to the Company contemporaneously therewith of a duly signed counterpart of any such agreement as the Company may reasonably require to document such additional subscription.
 
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(c) Effective as of the return date applicable to the Equity Cure Request or, if Section 5.08(b) applies, the next Business Day after the return date applicable to subscriptions in response to the notice of Failed Subscription:
(i) the Company shall issue new shares of Company Capital Stock to each of the Stockholders that subscribed for additional Company Capital Stock in response to the Equity Cure Request (each a “ Subscribing Stockholder ”); and
(ii) the new shares of Company Capital Stock issued pursuant to Section 5.08(c)(i) shall be:
(A) issued in the same class as the shares of Company Capital Stock held by such Subscribing Stockholder prior to such request (or the same classes and in even proportions, if shares were held in more than one class); and
(B) issued in such number equal to such Subscribing Stockholder’s respective subscription amount divided by the quotient obtained when (1) the Fair Market Value is divided by (2) the number of issued and outstanding shares of Company Capital Stock.
(d) For the avoidance of doubt, Section 5.03 shall not apply to an issuance of Company Capital Stock made pursuant to this Section 5.08.
Section 5.09 Reserved .
Section 5.10 Tax Indemnification Events; Tax Matters Agreement Events .
(a) If, in connection with a Triggering Distribution, Univar N.V. is required to make a payment to a governmental or tax authority pursuant to the Code (a “ Tax Indemnification Event ”, and the total amount of such required payment, plus any penalties, interest and additions to tax as well as attorneys’ and accountants’ fees incurred in defending against any such liability, the “ Tax Indemnification Cost ”), each Person that is a Stockholder at the time of such Triggering Distribution (or, in the case of a deemed payment giving rise to the Triggering Distribution, at such later time at which the amount corresponding to such Triggering Distribution is actually distributed to Univar N.V.) agrees that within ten (10) Business Days of being notified of such Tax Indemnification Event, such Stockholder will deliver to Univar N.V. a cash payment (the “ Tax Indemnification Payment ”) in an amount equal to such Stockholder’s applicable Specified Amount.
 
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(b) If a Stockholder (a “ Forfeiting Stockholder ”) fails to deliver the Tax Indemnification Payment within ten (10) Business Days after the date on which such Tax Indemnification Payment is required to be delivered, a portion of such Forfeiting Stockholder’s Company Capital Stock with an aggregate Value equal to the Specified Amount shall be redeemed without compensation and the Company has a right to call the relevant portion of such Forfeiting Stockholder’s Company Capital Stock in satisfaction of the Tax Indemnification Payment. For the avoidance of doubt, to the extent such Specified Amount exceeds the Value of the Company Capital Stock then held by and so redeemed from such Forfeiting Stockholder, the Forfeiting Stockholder shall pay such excess to the Company in cash.
(c) If, in connection with a Triggering Distribution, Univar N.V. makes a payment (a “ Tax Matters Agreement Event ”, and the total amount of such payment the “ Tax Matters Agreement Cost ”) of cash or Capital Stock of the Operating Company pursuant to Section 2 of the Tax Matters Agreement, each Person that is a Stockholder at the time of such Triggering Distribution (or, in the case of a deemed payment giving rise to the Triggering Distribution, at such later time at which the amount corresponding to such Triggering Distribution is actually distributed to Univar N.V.) and is a Breaching Stockholder with respect to such Tax Matters Agreement Event agrees that within ten (10) Business Days of being notified of such Tax Matters Agreement Event, such Breaching Stockholder will deliver to each Non-Breaching Stockholder a payment (the “ Tax Matters Agreement Payment ”) equal to the applicable Tax Matters Agreement Amount. For the avoidance of doubt, no Non-Breaching Stockholder shall be required to make any payment or be liable in any amount to a Breaching Stockholder as a result of a Tax Matters Agreement Event whether pursuant to this Section 5.10(c) or otherwise pursuant to this Agreement.
(d) If a Stockholder (a “ Tax Matters Forfeiting Stockholder ”) fails to deliver a Tax Matters Agreement Payment within ten (10) Business Days after the date on which such Tax Matters Agreement Payment is required to be made, a portion of such Tax Matters Forfeiting Stockholder’s Company Capital Stock with an aggregate Value equal to the applicable Tax Matters Agreement Amount shall be redeemed without compensation and the Company has a right to call the relevant portion of such Tax Matters Forfeiting Stockholder’s Company Capital Stock in satisfaction of such Tax Matters Agreement Payment (and the amount of Company Capital Stock held by the Non-Breaching Stockholder to which such Tax Matters Agreement Payment would have been delivered shall be increased by the amount of such redeemed Capital Stock). For the avoidance of doubt, to the extent such Tax Matters Agreement Payment exceeds the Value of the Company Capital Stock then held by and so redeemed from such Tax Matters Forfeiting Stockholder, the Tax Matters Forfeiting Stockholder shall pay such excess to the applicable Non-Breaching Stockholder in cash.
(e) If, following the Redemption, Univar N.V. becomes obligated to satisfy a Tax Matters Agreement Cost by delivering cash or Capital Stock of the Operating Company, then Goldman Sachs shall deliver to Univar N.V. (or, at Univar N.V.’s direction (or at the request of Sponsor if Goldman Sachs shall fail to comply with this Section 5.10(e)), to the Sponsor), not later than one business day before the amount
 
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required pursuant to Section 2 of the Tax Matters Agreement is due and payable, the same type of consideration as Univar N.V. will deliver in satisfaction of such Tax Matters Agreement Cost and which shall be equal to the amount by which the Value of the indirect interest of Goldman Sachs in the Operating Company would have been reduced pursuant to the Tax Matters Agreement and this Agreement had the Redemption not occurred. If Goldman Sachs fails to comply with this Section 5.10(e) and Sponsor is thereby prejudiced, or to the extent Univar N.V. incurs a Tax Matters Agreement Cost and Univar N.V. fails to pay Sponsor the amount required pursuant to Section 2 of the Tax Matters Agreement when such payment is due and payable because of such failure by Goldman Sachs, Sponsor may enforce the provisions of this Section 5.10(e) directly against Goldman Sachs as if Sponsor were a party hereto. If Sponsor delivers cash or Capital Stock of the Operating Company to Univar N.V. pursuant to Section 3 of the Tax Matters Agreement (a “ Clawback Amount ”), then to the extent such Clawback Amount is attributable to a prior indemnification payment to Sponsor pursuant to Section 2 of the Tax Matters Agreement with respect to which Goldman Sachs provided its share of such indemnification payment pursuant to this Section 5.10(e), the Company shall cause Univar N.V. promptly to deliver to Goldman Sachs its pro rata share of such Clawback Amount.
(f) All Tax Indemnification Payments and Tax Matters Agreement Payments shall be by wire transfer of immediately available funds to an account designated by the Company in its notice of the Tax Indemnification Event or Tax Matters Agreement Event, as applicable. For all Tax purposes, to the extent permitted by law, the parties to this agreement agree to treat all Tax Indemnification Payments as deemed contributions to the capital of the Company.
(g) The indemnity provided under this Section 5.10 shall be the sole remedy for any breach of the representations and covenants contained in Section 3.03(e).
(h) In this Agreement:
(i) “ Breaching Stockholder ” means a stockholder that is or has been in breach of this Agreement and such breach is or was reasonably related to, caused, or otherwise gave rise to a Tax Indemnification Event or a Tax Matters Agreement Event.
(ii) “ Liquidation Percentage ” shall mean, for any Stockholder, the fraction determined by dividing (A) the distributions that such Stockholder would receive from the Company if the Operating Company were liquidated for an amount equal to its fair market value and the portion of the proceeds therefrom (net of fees and expenses) attributable to the Company were distributed to the Stockholders in accordance with this Agreement by (B) the aggregate proceeds (net of fees and expenses) that would be distributed by Ulixes Holding BV to the Company and Ulysses Finance S.à r.l. in connection with such liquidation.
 
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(iii) “ Non-Breaching Stockholder ” means a stockholder that has not been in breach of this Agreement or, if such Stockholder is or has been in breach of this Agreement, any such breach is not and was not reasonably related to, caused, or otherwise gave rise to a Tax Indemnification Event or a Tax Matters Agreement Event.
(iv) “ Specified Amount ” with respect to a Tax Indemnification Cost shall mean:
(A) in the case of a Non-Breaching Stockholder, (I) the amount that the aggregate distributions by the Company to such Non-Breaching Stockholder would have been reduced if the Tax Indemnification Cost had been incurred by Univar N.V. immediately before the related Triggering Distribution was made, less (II) such Non-Breaching Stockholder’s pro rata share (based on the respective amounts payable by the Non-Breaching Stockholders in the absence of this clause (II)) of the portion of the Specified Amount payable by each Breaching Stockholder in excess of the amount such Breaching Stockholder would have paid under clause (I) of this Section 5.10(g)(iv)(A) had it been a Non- Breaching Stockholder; and
(B) in the case of a Breaching Stockholder, the greater of (I) the product of (w) the amount that the aggregate distributions by the Company to such Breaching Stockholder would have been reduced if the Tax Indemnification Cost had been incurred by Univar N.V. immediately before the related Triggering Distribution was made and (x) three (3), and (II) the sum of (y) the amount described in the foregoing clause (I)(w) and (z) the product of (1) the Tax Indemnification Cost and (2) such Breaching Stockholder’s Liquidation Percentage.
For purposes of this definition, any Triggering Distribution shall be assumed to have been distributed in cash by Ulixes Holding BV.
(v) “ Tax Matters Agreement ” shall mean the Tax Matters Agreement dated as of November 30, 2010 between Univar N.V. and Sponsor.
(vi) “ Tax Matters Agreement Amount ” shall mean with respect to each Non-Breaching Stockholder, an amount equal to (A) such Non-Breaching Stockholder’s Liquidation Percentage, multiplied by (B) the Tax Matters Agreement Cost, multiplied by (C) the lesser of (I) 300% of such Breaching Stockholder’s Liquidation Percentage and (II) 100%.
(vii) “ Triggering Distribution ” shall mean any actual or deemed payment of interest, dividends or other amounts to Univar N.V. to which a Tax Indemnification Cost or Tax Matters Agreement Cost, as applicable, is attributable.
 
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(viii) “ Value ” shall mean shall mean, (A) with respect to Company Capital Stock at a particular time, the Fair Market Value of such Company Capital Stock at such time, (B) with respect to the Capital Stock of the Operating Company at a particular time, the fair market value of such Capital Stock at such time (with such fair market value being determined on a basis consistent with the determination of the Fair Market Value of Company Capital Stock) and (C) in the case of Capital Stock of Ulysses Finance S.à r.l. at a particular time, the “Value” of such Capital Stock, as defined in the stockholders agreement of Ulysses Finance S.à r.l; provided that in the case of clause (A) and (B), the holder of the Company Capital Stock or Capital Stock of the Operating Company subject to such determination of Value shall have the right to object to, and to resolve any dispute with respect to, the Board’s determination of such Value in the same manner as otherwise provided in the definition of Fair Market Value for resolution of disputes between a Manager and the Board regarding a valuation of Capital Stock for purposes of this Agreement.
(i) The provisions of this Section 5.10 shall survive the transfer or other disposition by any Stockholder of its Company Capital Stock.
Section 5.11 Redemption .
(a) The Company hereby represents and warrants to Parcom that, the Value, immediately following the Redemption, of the Company Capital Stock held by Parcom will not be less than the Value, immediately prior to the Redemption, of the Company Capital Stock held by Parcom.
(b) If any party hereto becomes aware that, solely as a result of the Redemption, the Value, immediately following the Redemption, of the Company Capital Stock held by Parcom would be less than the Value, immediately prior to the Redemption, of the Company Capital Stock held by Parcom, the parties hereto shall use commercially reasonable efforts to find and implement an alternate form of the Redemption which achieves the same end result as the Redemption, without such reduction in Value of the Company Capital Stock held by Parcom.
ARTICLE VIOTHER RIGHTS OF CERTAIN STOCKHOLDERS
Section 6.01 Composition of the Board and the Operating Company Board; Casting Vote .
(a) Composition of the Board . At each annual or special meeting of Stockholders called for the election of directors to the Board, and whenever the Stockholders act by written consent with respect to the election of directors, each Stockholder agrees to vote or otherwise give such Stockholder’s consent in respect of all
 
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shares of the Company Capital Stock (whether now owned or hereafter acquired) owned by such Stockholder, and take all other appropriate action and the Company shall take all necessary and desirable actions (and, following an Initial Public Offering, as permitted by any applicable securities exchange or equivalent listing requirements), to cause:
(i) the Articles of Association of the Company to provide that the authorized number of directors on the Board shall be as recommended by CVC in its sole discretion, but consistent with the requirements of this Section 6.01(a) and the other terms and provisions of this Agreement, which initially shall be fixed at five directors;
(ii) the election to the Board of all directors, as designated by CVC (being, as of October 11, 2007, Mr. Richard Perris, Mr. Gijsbert C. Vuursteen, Mrs. Emanuela Brero, Mr. Guy Harles and Mr. Jean-Marc Ueberecken); all of which persons shall hold office, subject to their earlier removal in accordance with clause (iii) below, the Articles of Association of the Company and applicable corporate law, until their respective successors shall have been elected and shall have qualified; it being understood that, (1) CVC European Equity Partners IV(A) L.P. shall have the sole and exclusive right to exercise all rights of CVC with respect to one of the directors referred to in this Section 6.01(a)(ii); and (2) the directors are appointed by the Stockholders in general meeting, where each Stockholder shall vote according to the provisions of this Section;
(iii) the removal from the Board of any director elected in accordance with clause (ii), with or without cause, upon the written request of CVC; it being understood that the directors are removed by the Stockholders in general meeting, where each Stockholder shall vote according to the provisions of this Section; and
(iv) upon any vacancy in the Board as a result of any individual designated as provided in clause (ii) above ceasing to be a member of the Board, whether by resignation or otherwise, the election to the Board as promptly as possible of an individual designated by CVC.
(b) Composition of Operating Company Board prior to Sponsor Closing . Prior to the Sponsor Closing, each of the Stockholders shall, and CVC shall unless prohibited by applicable law cause the individuals designated as provided in Section 6.01(a)(ii) above to, take all necessary and appropriate action and the Company shall take all necessary and desirable actions (and, following an Initial Public Offering, as permitted by any applicable securities exchange or equivalent listing requirements), to cause:
(i) the Certificate of Incorporation and By-Laws or equivalent constituent documents of the Operating Company (as necessary) to provide that
 
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the authorized number of directors on the Operating Company Board shall be as recommended by CVC in its sole discretion, but consistent with the requirements of this Section 6.01(b) and the other terms and provisions of this Agreement, which initially shall be fixed at six (6) directors;
(ii) the election to the Operating Company Board of: (1) at least one of every six directors, as designated by Société Générale as fiduciary for the Managers (2) at least one of every six directors, as designated by Parcom; (3) at least one of every six directors, an individual independent of each of the Stockholders and their Affiliates; and (4) all remaining directors, as designated by CVC; all of which persons shall hold office, subject to their earlier removal in accordance with clause (iii) below, the Articles of Association, Charter, By-Laws or equivalent constituent documents of the Operating Company and applicable corporate law, until their respective successors shall have been elected and shall have qualified; it being understood that:
(A) CVC European Equity Partners IV(A) L.P. shall have the sole and exclusive right to exercise all rights of CVC with respect to one of the directors referred to in Section 6.01(b)(ii)(4); and
(B) the directors are appointed by the Stockholders in general meeting, where each Stockholder shall vote according to the provisions of this Section;
(iii) the removal from the Operating Company Board of any director elected in accordance with subpart (1) of clause (ii), with or without cause, upon the written request of Société Générale as fiduciary for the Managers; the removal from the Operating Company Board of any director elected in accordance with subpart (2) of clause (ii), with or without cause, upon the written request of Parcom; the removal from the Operating Company Board of any director elected in accordance with subpart (3) of clause (ii), with or without cause, upon the written request of the Operating Company Board; and the removal from the Operating Company Board of any director elected in accordance with subpart (4) of clause (ii), with or without cause, upon the written request of CVC; it being understood that the directors are removed by the Stockholders in general meeting, where each Stockholder shall vote according to the provisions of this Section; and
(iv) upon any vacancy in the Operating Company Board: (1) as a result of any individual designated as provided in subpart (1) of clause (ii) above ceasing to be a member of the Operating Company Board, whether by resignation or otherwise, the election to the Operating Company Board as promptly as possible of an individual designated by Société Générale as fiduciary for the Managers; (2) as a result of any individual designated as provided in subpart
 
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(2) of clause (ii) above ceasing to be a member of the Operating Company Board, whether by resignation or otherwise, the election to the Operating Company Board as promptly as possible of an individual designated by Parcom; (3) as a result of any individual designated as provided in subpart (3) of clause (ii) above ceasing to be a member of the Operating Company Board, whether by resignation or otherwise, the election to the Operating Company Board as promptly as possible of a qualified individual approved by the Operating Company Board; and (4) as a result of any individual designated as provided in subpart (4) of clause (ii) above ceasing to be a member of the Operating Company Board, whether by resignation or otherwise, the election to the Operating Company Board as promptly as possible of an individual designated by CVC.
(c) Casting Vote prior to Sponsor Closing . Prior to the Sponsor Closing, unless otherwise required by this Stockholders Agreement or applicable law, all matters arising for the determination of the Operating Company Board shall be decided on a majority of the Directors voting at such meeting and, in the event of an equality of votes, one of the individuals designated by CVC as provided in subpart (4) of Section 6.01(b)(ii) above shall have a casting vote.
(d) Composition of Operating Company Board after Sponsor Closing . With effect from and after the Sponsor Closing, each of the Stockholders shall, and CVC shall unless prohibited by applicable law cause the individuals designated as provided in Section 6.01(a)(ii) above to, take all necessary and appropriate action and the Company shall take all necessary and desirable actions (and, following an Initial Public Offering, as permitted by any applicable securities exchange or equivalent listing requirements), to cause:
(i) the Certificate of Incorporation and By-Laws or equivalent constituent documents of the Operating Company (as necessary) to be in such form as are required from time to time under the Sponsor Transaction Stockholders Agreement;
(ii) the Operating Company Board to be composed of such Persons as are required from time to time under the Sponsor Stock Purchase Agreement or Sponsor Transaction Stockholders Agreement, as the case may be; and
(iii) any equality of votes among the members of the Operating Company Board to be resolved in such manner as is provided for in the Sponsor Transaction Stockholders Agreement;
provided , however , that, without limiting the foregoing and except as otherwise provided in the Sponsor Transaction Stockholders Agreement or any other agreement to which any Affiliates of the Company may from time to time become party with respect to the Capital Stock of the Operating Company, all rights of the Company to appoint and remove (or cause the appointment or removal) of directors of the Operating Company shall be exercised by CVC in its sole discretion on behalf of the Stockholders from time to time.
 
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Section 6.02 Right to Observers .
(a) Each Qualified Investor shall have the right to send one representative on its behalf (an “ Observer ”) to attend all meetings of the Operating Company Board, solely in a non-voting observer capacity. Notwithstanding the foregoing, the Operating Company Board shall be entitled to recuse itself into “executive session” without an Observer to consider matters if it determines in good faith that confidential information or information that could give rise to a conflict should be discussed without the presence of an Observer or that the presence of the Observer would result in the forfeiture of any attorney-client privilege.
(b) An Observer may participate in discussions of matters under consideration by the Operating Company Board but will not be entitled to vote on any matter presented to the Operating Company Board; provided , that if the Operating Company proposes to take any action by written consent in lieu of a meeting of the Operating Company Board, the form of such written consent shall be forwarded to the Observer at the same time as the members of the Operating Company Board.
(c) The Company shall use commercially reasonable efforts to ensure that the Operating Company’s directors’ and officers’ liability insurance covers any Observers. To the extent such insurance covers an Observer, such Observer shall be entitled to the same indemnification as the Operating Company’s directors under the Operating Company’s By-Laws.
(d) The Company and Operating Company shall respectively furnish to an Observer copies of all notices, minutes, consents and other materials that it generally makes available to its directors unless the Board or Operating Company Board as the case may be determines in good faith that such material contains confidential information or information that could give rise to a conflict or that the furnishing of such materials would result in the forfeiture of any attorney-client privilege.
(e) In the event of any conflict between the provisions of this Section 6.02 and the provisions of the Goldman Sachs Note Purchase Agreement, the provisions of the Goldman Sachs Note Purchase Agreement shall prevail to the extent of such conflict, but solely with respect to Goldman Sachs and only for so long as the Goldman Sachs Note Purchase Agreement remains effective.
 
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Section 6.03 Information .
(a) The Company shall deliver to each Qualified Investor and to Société Générale as fiduciary for the Managers:
(i) as soon as available after the end of each calendar month (but in no event later than the earlier of the date delivered under the Senior Credit Facilities and 60 days after the end of each calendar month), copies of:
(A) unaudited consolidated balance sheets of the Company and its Subsidiaries as at the end of such calendar month, and
(B) unaudited consolidated statements of income, stockholders’ equity and cash flows of the Company and its Subsidiaries, for such calendar and for the portion of such fiscal year and the prior fiscal year ending with such calendar month,
in each case prepared in accordance with GAAP applicable to periodic financial statements generally, fairly presenting, in all material respects, the financial position of the Persons being reported on and their results of operations and cash flows, subject to changes resulting from normal year-end adjustments; and
(ii) as soon as available after the end of each fiscal year of the Company (but in no event later than the earlier of the date delivered under the Senior Credit Facilities and 120 days after the end of each fiscal year), copies of:
(A) audited consolidated balance sheets of the Company and its Subsidiaries as at the end of such year, and
(B) audited consolidated statements of income, stockholders’ equity and cash flows of the Company and its Subsidiaries for such year,
in each case prepared in accordance with GAAP, fairly presenting, in all material respects, the financial position of the Persons being reported on and their results of operations and cash flows, and accompanied by an opinion thereon of independent certified public accountants of recognized national standing, which opinion shall state that such financial statements present fairly, in all material respects, the financial position of the Persons being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAP.
(b) A Qualified Investor shall be provided with (i) a reasonable opportunity to discuss the business and affairs of the Company with the Company’s senior managers, directors, officers and senior employees upon reasonable advance notice during normal business hours, (ii) in the case of CVC and each Qualified Investor that comprises Goldman Sachs, within 90 days after the end of each calendar year (or if earlier, the end of each fiscal year), or as soon as reasonably practicable thereafter, the Company’s U.S. Internal Revenue Service Form 1065 Schedule K-1 for such Qualified Investor for such fiscal year, and (iii) such other information (including other information
 
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necessary to enable the Qualified Investor to make required tax filings) as such Qualified Investor shall reasonably request. Within 90 days after the end of each calendar year (or if earlier, the end of each fiscal year), or as soon as reasonably practicable thereafter, the Company shall deliver to each Manager who is a U.S. citizen or resident (1) the Company’s U.S. Internal Revenue Service Form 1065 Schedule K-1 for such Manager for such fiscal year, and (2) such other information as the Manager may reasonably request to enable the Manager to make a required tax filing.
(c) In the event of any conflict between the provisions of this Section 6.03 and the provisions of the Goldman Sachs Note Purchase Agreement, the provisions of the Goldman Sachs Note Purchase Agreement shall prevail to the extent of such conflict, but solely with respect to Goldman Sachs and only for so long as the Goldman Sachs Note Purchase Agreement remains effective.
Section 6.04 Reserved .
Section 6.05 Tax Advances . The Company shall make loans (each a “ Tax Advance ”) to each Manager with respect to each fiscal year (and at such times to enable to Manager to satisfy quarterly estimated tax obligations for such year) in an aggregate amount equal to the excess , if any, of (i) such Manager’s cumulative Tax Amounts for all fiscal years (including the anticipated Tax Amount for the current fiscal year), over (ii) the cumulative amount of Tax Advances and distributions (other than distributions used to repay prior Tax Advances) previously made by the Company to such Manager. Each Tax Advance shall bear interest at the “applicable federal rate” for a “demand loan”, as determined under Treas. Reg. § 1.482-2(a)(2)(iii)(C)(3). If any Tax Advances are made to a Manager, any amount thereafter distributable to the Manager (or to Société Générale, as fiduciary for the Manager) from the Company shall be applied to repay the principal amount of such Tax Advance(s) and all accrued interest thereon. Each Manager shall repay in full all outstanding Tax Advances at or before the time the Company is liquidated or the Manager (or Société Générale, as fiduciary for the Manager) otherwise disposes of his or her Capital Stock of the Company (the “ Final Disposition ”). Notwithstanding the foregoing, a Manager shall not be obligated to repay Tax Advances in an amount that exceeds the sum of (i) the aggregate distributions made by the Company to the Manager (or to Société Générale, as fiduciary for such Manager) during the life of the Company (other than distributions that reduced the amount of total Tax Advances to which the Manager would have been otherwise entitled to receive) and all proceeds from disposition of the Manager’s Capital Stock of the Company plus (ii) the amount of any tax benefit actually realized by the Manager in or before the third year following the year of the Final Disposition arising from any losses (x) allocated by the Company to the Manager (to the extent not taken into account in calculating any Tax Advance) or (y) incurred on such liquidation or disposition of Company Capital Stock.
 
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Section 6.06 Tax Matters .
(a) The Company did file an election under Treas. Reg. § 301.7701-3 to elect to be treated as a partnership, effective as of the date of formation of the Company, has not since elected to be treated as a corporation and will not elect to be treated as a corporation.
(b) The Company and each Manager (1) shall treat the Capital Stock of the Company acquired by such Manager (or Société Générale, as fiduciary for such Manager) on the date of purchase as a “profits interest,” to the extent permitted by U.S. Internal Revenue Service Revenue Procedures 93-27 and 2001-43, for U.S. federal income tax purposes, (2) shall value such Company Capital Stock for purposes of Section 83 of the Code as equal to the amount of cash paid for it pursuant to U.S. Internal Revenue Service Revenue Procedures 93-27 and 2001-43, and (3) if the Manager has made a timely election under Section 83(b) of the Code with respect to such Company Capital Stock, shall treat such Manager as the owner of such Company Capital Stock on the date of purchase for U.S. federal income tax purposes.
(c) Each Manager will timely file an election under Section 83(b) of the Code with respect to such Manager’s acquisition of Company Capital Stock.
(d) Unless otherwise required by applicable law, or by an Applicable Tax Jurisdiction in connection with a Tax audit or other proceeding, the Company and each Manager shall report, act, and file Tax returns in all respects and for all purposes consistent with the foregoing Sections 6.06(a) and (b).
(e) The Company will notify the Stockholders if it determines, based on the advice of its independent accountants or other tax advisors, that any non-U.S. Subsidiary of the Company that is taxed as a corporation for U.S. federal income tax purposes is or becomes a “passive foreign investment company” as defined in Section 1297 of the Code (a “ PFIC ”) with respect to a fiscal year. Commencing with the first fiscal year for which any such Subsidiary is so determined to be a PFIC, the Company, upon written request by a Stockholder, shall within 90 days after the end of such fiscal year (or as soon as practicable thereafter) use commercially reasonable efforts to furnish to such Stockholder (i) information necessary to permit such Stockholder (or its direct or indirect owners) to complete U.S. Internal Revenue Service Form 8621 with respect to its interest in such PFIC and (ii) a PFIC Annual Information Statement intended to comply with Section 1295(b) of the Code with respect to such PFIC. The Company will be entitled to rely conclusively on the advice of its independent accountant or other tax advisor in making any determination or providing any information pursuant to this paragraph.
Section 6.07 Redemption of Capital Stock held by Goldman Sachs .
(a) On or about the date hereof, effective upon the Sponsor Closing, the Company shall cause the net proceeds from the sale by Univar N.V. of the Holdings
 
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Transferred Shares (as defined in the Sponsor Stock Purchase Agreement) to the Sponsor on the Sponsor Closing to be (i) distributed to Ulysses Finance S.à r.l. in partial satisfaction of the outstanding Profit Participating Bond held by the Ulysses Finance S.à r.l. in Ulixes Holding B.V. and (ii) then used by Ulysses Finance S.à r.l. to repay a pro rata portion of the PPBs held by the Ulysses Finance S.à r.l. stockholders who own such PPBs. In addition, the Company shall cause the net proceeds from any amounts paid by the Operating Company to Univar N.V. in respect of the Intercompany Notes (as defined in the Stock Purchase Agreement) to be distributed by Univar N.V. to the Company and Ulysses Finance S.à r.l. in accordance with their relative rights. Further, the Company agrees, not later than five Business Days following the completion of the distributions contemplated by the preceding sentence, (x) to cause the Company’s interests in Ulixes Holding BV to be contributed to an existing or newly-formed Dutch subsidiary (“ DutchCo ”) (which contribution is intended to be contemporaneous with a contribution of Ulysses Finance S.à r.l.’s interests in Ulixes Holding BV to such DutchCo) that will be wholly-owned by the Company and Ulysses Finance S.à r.l. and that will thereby directly own all of the shares of Ulixes Holding BV and indirectly own all the shares of Univar N.V., (y) to cause the Company Capital Stock then held by Goldman Sachs (the “ GS Interests ”) to be redeemed in exchange for a non-pro-rata distribution by the Company to Goldman Sachs of the GS Percentage (as defined below) of the number of shares of each class of securities of DutchCo then held by the Company and (z) thereafter to cause Ulixes Holding B.V. to (i) acquire the portion of the stock of the Operating Company then held by Univar N.V. necessary to effect the purchase described in clause (ii) of this clause (z), and (ii) purchase such DutchCo shares from Goldman Sachs in exchange for payment to Goldman Sachs of a number of shares of Capital Stock of the Operating Company which, when aggregated with the shares of Capital Stock of the Operating Company sold to Goldman Sachs pursuant to Section 6.07 of the Amended and Restated Stockholders Agreement of Ulysses Finance S.à r.l., dated as of the date hereof, is equal to the GS Percentage of the number of shares of Capital Stock of the Operating Company held by Univar N.V. immediately prior to the steps described in this clause (z) (the transactions described in clauses (y) and (z), the “ Redemption ”, and the date of the exchange described in clause (z)(ii), the “ Redemption Date ”); provided that, if any party hereto becomes aware that the steps described in clauses (x) – (z) above result in adverse tax consequences to any Stockholder, the parties hereto shall use commercially reasonable efforts to find and implement an alternate series of steps which achieves the same end result as the Redemption, without such adverse tax consequences (it being understood, for this purpose, that the recognition by Goldman Sachs of built-in gain on the Redemption will not be deemed an adverse tax consequence). For purposes hereof, the “ GS Percentage ” shall mean 4.7445090%; provided, however, that if at such time any PPBs remain outstanding, then “GS Percentage” for purposes of clause (z) of the preceding sentence shall mean the percentage that (A) the Value of the Company Capital Stock, PPBs and Capital Stock of Ulysses Finance S.à r.l. held by Goldman Sachs at such time bears to (B) the Value of the Company Capital Stock, PPBs and Capital Stock of Ulysses Finance S.à r.l. held by all Stockholders at such time.
 
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(b) The transfer of Capital Stock of the Company by Goldman Sachs pursuant to the Redemption and the other transactions contemplated by this Section 6.07 shall not be subject to the restrictions on transfer otherwise applicable under this Agreement, and the Stockholders hereby consent to the Redemption and such other transactions and waive any rights they may have under this Agreement or under the applicable law to participate in such transactions.
(c) On or prior to the Redemption Date, the Company shall cause the Sponsor Transaction Stockholders Agreement to be amended to reflect the terms set forth in Schedule 6.07 and otherwise to be in the form of the Sponsor Transaction Stockholders Agreement as is entered into at Closing, with such changes (i) required pursuant to the Amended and Restated Commitment Letter among Univar Inc. and the Purchasers named therein in connection with the BCS Financing Commitments (as such term is defined in the Sponsor Transaction Stockholder Agreement) and/or (ii) that do not, by their terms, adversely affect the rights or obligations of Goldman Sachs in a manner that is not substantially similar to the manner in which they adversely affect the other Stockholders. For the avoidance of doubt, on or prior to the Redemption occurring, Goldman Sachs will enter into the Sponsor Transaction Stockholders Agreement on the terms set forth in the prior sentence.
ARTICLE VII
OTHER COVENANTS RELATING TO MANAGERS
Section 7.01 Employment and Related Agreements . To the extent that a Manager was, on October 11, 2007, employed by Univar N.V. or its Affiliate pursuant to an effective written employment agreement or entitled to benefits under any non-qualified defined benefit and defined contribution agreements entered into by Univar N.V. or any of its Subsidiaries prior to October 11, 2007, then if such employment agreement or other agreement is among those agreements (and all amendments thereto) listed on Exhibit D to the Original Agreement (each a “ Supplemental Agreement ”), the Company and its Affiliates will honor and procure that Univar N.V. or its Affiliate (as appropriate) honors that Supplemental Agreement.
Section 7.02 Non-Competition . During the period of each Manager’s employment by the Company or its Affiliate and, following any termination thereof, the period ending on the date being 18 months after the Date of Termination (such period, the “ Restriction Period ”), such Manager shall not, directly or indirectly, become employed by, engage in business with, serve as an agent or consultant to, or become a partner, member, principal, stockholder or other owner (other than a holder of less than 3% of the outstanding voting shares of any publicly held company) of, any Person that competes or has a reasonable potential for competing, anywhere in the world (the “ Restricted Territory ”), with the Business.
 
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Section 7.03 Non-Solicitation of Employees . During the Restriction Period, each Manager shall not, directly or indirectly, for his own account or for the account of any other Person, anywhere in the Restricted Territory:
(a) Solicit for employment, employ or otherwise interfere with the relationship of the Company or its Affiliate with any natural person throughout the world who is or was employed by or otherwise engaged to perform services for the Company or its Affiliate during the six-month period immediately prior to the Date of Termination, other than any such Solicitation or employment on behalf of the Company or its Affiliate during the Manager’s employment with the Company or its Affiliate; or
(b) induce any employee of the Company or its Affiliate who is a member of management to engage in any activity which the Manager is prohibited from engaging in under this Article VII or to terminate his employment with the Company or its Affiliate.
Notwithstanding anything herein to the contrary, a Manager’s direct or indirect publication of a general advertisement that is not targeted at employees of the Company or its Affiliate shall not constitute “Soliciting”, “interfering” or “inducing” for purposes of this Section 7.03.
Section 7.04 Non-Solicitation of Customers . During the Restriction Period, each Manager shall not, directly or indirectly, for his own account or for the account of any other Person, anywhere in the Restricted Territory, Solicit or otherwise attempt to establish any business relationship of a nature that is competitive with the business or relationship of the Company or its Affiliate with any Person which is or was a customer, client or distributor of the Company or its Affiliate at any time during the six-month period immediately prior to the Date of Termination, other than any such Solicitation on behalf of the Company or its Affiliate during the Manager’s employment with the Company or its Affiliate.
Section 7.05 Operation of Sections 7.01 to 7.04 . To the extent that a Supplemental Agreement binding upon a Manager provides for either or both a non-compete or non-solicit (pertaining to either employees or customers) covenant, the provisions of Sections 7.02 through 7.03 shall not apply, but solely for such Manager and only for so long as such Supplemental Agreement remains effective.
Section 7.06 Unauthorized Disclosure . During the period of each Manager’s employment with the Company or its Affiliate and following any termination of such employment, without the prior written consent of the Operating Company Board or its authorized representative, except to the extent required by an order of a court having jurisdiction or under subpoena from an appropriate government agency, in which event, such Manager shall use his best efforts to consult with the Operating Company Board prior to responding to any such order or subpoena, and except as required in the appropriate performance of his duties hereunder, the Manager shall not disclose any
 
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confidential or proprietary trade secrets, customer lists, drawings, designs, programs, software, protocols, information regarding product development, marketing plans, sales plans, manufacturing plans, management organization information (including data and other information relating to members of the Board of Directors of the Company or its Affiliate or to management of the Company or its Affiliate), operating policies or manuals, business plans, financial records, packaging design or other financial, commercial, business or technical information:
(a) relating to the Company or its Affiliate; or
(b) that the Company or its Affiliate may receive belonging to suppliers, customers or others who do business with the Company or its Affiliate (collectively, “ Confidential Information ”) to any third person.
Notwithstanding anything herein to the contrary, a Manager’s obligations under this Section 7.06 shall not apply to any information that is in the public domain or hereafter enters the public domain, in each case without the breach by the Manager of this Section 7.06.
Section 7.07 Return of Documents . In the event of the termination of a Manager’s employment for any reason, such Manager shall deliver to the Company or its Affiliate as his or her employer all of the property of the Company and its Affiliates and the non-personal documents and data of any nature and in whatever medium of each of the Company and its Affiliates, and he shall not take with him any such property, documents or data or any reproduction thereof, or any documents containing or pertaining to any Confidential Information.
Section 7.08 Work Product . Each Manager agrees to disclose in confidence to the Company or its Affiliate as his or her employer any and all inventions, improvements, designs, original works of authorship, formulas, processes, computer software programs, databases and trade secrets (including market information and marketing designs, proposals and concepts) (all taken together, the “ Developments ”) that such Manager makes, conceives, first reduces to practice, or creates, either alone or jointly with others while the Manager is employed by the Company or its Affiliate and that:
(a) result from any work performed by the Manager for the Company or its Affiliate, whether or not in the normal course of the Manager’s duties or during normal business hours;
(b) reasonably relate to the actual or anticipated business, services, products, research or development of the Manager; or
(c) are developed with the use of the Company’s or its Affiliate’s time, equipment, supplies or facilities.
 
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The Manager must promptly disclose Developments to the Company or its Affiliate as his or her employer whether or not such Developments are patentable, copyrightable or protectable as trade secrets. The Manager understands and agrees that all Developments shall be the sole and exclusive property of the Company or its Affiliate as his or her employer and shall constitute “work made for hire” (as that term is defined under Section 101 of the U.S. Copyright Act, 17 U.S.C. § 101) with the Company or its Affiliate as his or her employer being the person for whom the work was prepared and that all intellectual property rights therein shall be the sole and exclusive property of the Company or its Affiliate as his or her employer, and that in the event that any such Development is deemed not to be a “work made for hire,” the Manager hereby irrevocably assigns, transfers and conveys to the Company or its Affiliate as his or her employer, exclusively and perpetually, all right, title and interest which the Manager may have or acquire in and to such Development throughout the world, including any copyrights and patents, and the right to secure registrations, renewals, reissues, and extensions thereof. The Manager agrees to sign any documents and to do all things necessary, without additional compensation, whether during the Manager’s employment or after, to assist the Company or its Affiliate to register, perfect, maintain and/or enforce the Company’s or its Affiliate’s rights in any Development, including any patent, copyright, trade secret or other right or interest. All reasonable expenses incurred in connection with a Manager’s performance of his obligations pursuant to this Section 7.08 shall be borne by the Company or its Affiliate.
Section 7.09 Tax Indemnity . Each Manager shall be liable for and shall indemnify the Company and its Affiliates (referred to collectively in this Section 7.09 as the “ Company ”) against all losses of the Company or its Affiliate incurred by reason of Indemnified Taxes (defined below) imposed on the Company or its Affiliate in connection with such Manager’s (or Société Générale’s, as fiduciary for such Manager) acquisition of Company Capital Stock. Such losses shall be (i) net of the tax benefit actually realized by the Company or its Affiliate from any deduction available to the Company in connection with such acquisition, and (ii) increased by any tax detriment incurred by the Company or its Affiliate as a result of any indemnification payments made hereunder. For this purpose, “ Indemnified Taxes ” with respect to a Manager means Taxes imposed by any jurisdiction in which (1) the Manager is a citizen or resident, (2) the Manager’s employer is organized or conducts business, or (3) the Manager is present and provides material services (each, an “ Applicable Tax Jurisdiction ”), but in each case only to the extent that (a) the Company or its Affiliate is subject to a legal obligation (as determined by the Company in its sole discretion) to withhold or otherwise pay over such Taxes to an Applicable Tax Jurisdiction, (b) the Company or its Affiliate has failed to withhold or pay over such Taxes, and (c) an Applicable Tax Jurisdiction has notified the Company or its Affiliate that such Taxes should have been withheld or paid over; provided , however , that Indemnified Taxes with respect to a Manager shall in no event include (x) “Excise Taxes” described in the provisions, if any, of the Manager’s employment agreement pertaining to the “Gross-Up of Excise Taxes” or (y) income taxes and Excise Taxes imposed on any payments described therein as “Gross-up Payments” or their equivalent. The Company has the
 
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right to satisfy any liability of a Manager for indemnifiable losses pursuant to this Section 7.09 (“ Losses ”) by reducing (i) amounts otherwise distributable to such Manager (or to Société Générale, as fiduciary for the Manager), including any Tax Advances, and/or (ii) the net proceeds from any disposition of such Manager’s Capital Stock of the Company. Prior to the making of any such reduction, the Company shall use commercially reasonable efforts to furnish each affected Manager with at least five (5) days advance written notice of the Company’s intent to make such reduction, and a calculation showing the basis therefore. The Company agrees to notify a Manager in writing within ten (10) Business Days (or as soon as practicable thereafter) upon receiving notice from an Applicable Tax Jurisdiction that the Manager’s acquisition of Company Capital Stock resulted in a Tax to the Company or its Affiliate or the Manager; provided , however , that the failure by the Company to timely give such notice shall not affect a Manager’s obligations hereunder except to the extent the Manager is actually prejudiced by such delay. The Company shall, upon a Manager’s reasonable request and at such Manager’s expense, use commercially reasonable efforts to (a) mitigate the Company’s or its Affiliate’s indemnifiable losses under this paragraph, including where appropriate by seeking a refund or reduction of Indemnifiable Taxes, and (b) cooperate with the Managers in their defense against claims that their acquisition of Company Capital Stock results in Tax to them, in each case so long as such efforts would not, in the sole determination of the Company, result in any unreimbursed costs, risks or administrative burdens or be otherwise disadvantageous to the Company or its Affiliate. Nothing in this paragraph shall prohibit the Company or its Affiliate from paying any Taxes asserted as owing by an Applicable Tax Jurisdiction.
ARTICLE VIII
REGISTRATION RIGHTS, MARKET STAND-OFF AND PROCEEDS
Section 8.01 Company Registration .
(a) Right to Piggyback on Registration of Stock . Subject to Section 8.01(c), if at any time or from time to time following an Initial Public Offering (or, if any Stockholder is selling Ordinary Shares in an Initial Public Offering, in such Initial Public Offering) the Company proposes to register the Ordinary Shares under the 1933 Act in connection with a public offering of such Ordinary Shares on any form other than Form S-4 or Form S-8 or any similar successor forms or another form used for a purpose similar to the intended use for such forms (a “ Piggyback Registration ”), whether for its own account or for the account of one or more Stockholders, the Company shall give each Stockholder written notice of such determination (i) at least 30 days prior to the anticipated effective date of such Piggyback Registration and (ii) within ten (10) Business Days after the Company’s receipt of any notice of an exercise of demand registration rights. Upon the written request of any Stockholder (the “ Piggyback Holder ”) given within ten (10) Business Days after receipt of any such notice by the Company, the Company shall use its reasonable best efforts to cause to be registered under the 1933 Act all of the Registrable Securities held by such Stockholder that the Stockholder has
 
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requested to be registered; provided , that if, at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register or to delay registration of all such securities, the Company may, at its election, give written notice of such determination to each Piggyback Holder and (i) in the case of a determination not to register all of such securities, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from any obligation of the Company to pay the registration expenses in connection therewith); and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities for the same period as the delay in registering such other securities. No registration effected under this Section 8.01 shall relieve the Company of its obligation to effect any registration upon demand under Section 8.02.
(b) Selection of Underwriters . If any Piggyback Registration involves an underwritten primary offering of the Company’s securities, the Company shall have the right to select any underwriter or underwriters to manage such Piggyback Registration.
(c) Priority on Piggyback Registrations . In the event that the Piggyback Registration includes an underwritten offering, the Company shall so advise the Stockholders as part of the written notice given pursuant to Section 8.01(a) and the registration rights provided in Section 8.01(a) shall be subject to the condition that if the managing underwriter or underwriters of a Piggyback Registration advise the Company that in its opinion the number of Registrable Securities proposed to be sold in such Piggyback Registration exceeds the number that can be sold without adversely affecting the marketability, proposed offering price, timing, distribution method or probability of success of the offering, the Company and the Stockholders, as the case may be, will include in such registration only the number of Registrable Securities which, in the opinion of such underwriter or underwriters can be sold in such offering without such adverse effect. The Registrable Securities so included in such Piggyback Registration shall be apportioned as follows: (a) first, to any shares of Ordinary Shares that the Company proposes to sell and (b) second, pro rata among shares of the Registrable Securities included in such Piggyback Registration, in each case according to the total number of shares of the Registrable Securities requested for inclusion by the Piggyback Holders, or in such other proportions as shall mutually be agreed to among the Piggyback Holders. Notwithstanding anything to the contrary herein, if the underwriter reasonably determines that marketing factors require the exclusion of particular Stockholder(s) (other than Goldman Sachs) from participating in an underwritten offering, the Company shall so advise such Stockholder(s) and such Stockholder’s Ordinary Shares shall be excluded from such registration.
(d) Market Stand-Off . In connection with an Initial Public Offering, unless the Company shall have notified the Managers (or, if the Fiduciary Agreements remain operative, Société Générale as fiduciary for the Managers) in writing that the
 
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Company elects (in its absolute discretion) to waive the operation of this Section 8.01(d) or, with respect to a particular Manager, if such Manager’s employment agreement with the Operating Company provides otherwise, each Manager (or Société Générale as fiduciary for each Manager) shall not, directly or indirectly, offer, sell, pledge, contract to sell (including any short sale), grant any option to purchase or otherwise transfer or dispose of any securities of the Company held by it or enter into any Hedging Transaction (except with respect to a disposal to a Permitted Transferee with the prior written approval of the Company) relating to any securities of the Company on or following the effective date of the applicable Registration for such Initial Public Offering (the “ Effective Date ”); provided, however that:
(i) notwithstanding the foregoing, each Manager (or Société Générale, as fiduciary for each Manager) may sell or otherwise transfer or dispose of:
(A) up to such number of the securities of the Company held by such Manager (or Société Générale, as fiduciary for such Manager) (the securities as a whole being the “ Manager’s Securities ”) as represents, when aggregated with the number of securities previously disposed of by such Manager (or by Société Générale, as fiduciary for such Manager), not more than 50% of the CVC Sold Percentage of such securities from time to time, on or following the date being six months after the Effective Date;
(B) all or any portion of the Manager’s Securities, in the event of the death or Total Disability of the Manager, on or following the Effective Date;
(C) all or any portion of the Manager’s Securities, in the event of the termination of the employment of that Manager with the Company or its Affiliate by the Company or its Affiliate on or following the Effective Date without Cause or by the Manager for Good Reason, after the Company files its next required annual or quarterly report pursuant to the 1934 Act;
(D) all or any portion of the Manager’s Securities, on the termination of the employment of that Manager with the Company or its Affiliate on or following the Effective Date by such Manager without Good Reason, on or following the date being 270 days after the date of such termination; and
(ii) the preceding restrictions shall operate only until the date being six months after the date on which the CVC Investors no longer hold any securities of the Company.
 
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The Company agrees and undertakes to each Manager that it shall, in connection with an Initial Public Offering, file and keep current a Form S-8 with re-offer prospectus or similar successor form in order to facilitate the disposal of securities by the Managers (or, if the Fiduciary Agreements remain operative, by Société Générale as fiduciary for the Managers) in accordance with this Section 8.01(d). For purposes of this Section 8.01(d):
“ CVC Sold Percentage ” means the percentage equal to the fraction:
(X - Y) / X
where “X” equals the sum of (1) the number of Company Capital Stock disposed of by the CVC Investors prior to the Initial Public Offering pursuant to either an Exempt Transfer, a Tag-Along Sale or a Drag-Along Sale and (2) the number of Company Capital Stock owned by the CVC Investors on the date prior to the Initial Public Offering, and “Y” equals the total number of Company Capital Stock owned by the CVC Investors on the date of determination of the CVC Sold Percentage; it being understood that each such number shall be adjusted on the date of determination as necessary to reflect any stock distribution (scrip dividend), subdivision, split, combination or reclassification made by the Company in the intervening period; and
“ Hedging Transaction ” means any short sale (whether or not against the box) or any purchase, sale or grant of any right (including any put or call option) with respect to any security (other than a broad-based market basket or index) that includes, relates to or derives any significant part of its value from the Ordinary Shares.
Section 8.02 Demand Registration Rights .
(a) Right to Demand . Subject to Section 8.02(b) below, the Demand Holder may, individually or collectively, make a written request, which request will specify the aggregate number of Registrable Securities to be registered and will also specify the intended methods of disposition thereof (the “ Request Notice ”) to the Company for registration with the Commission under and in accordance with the provisions of the 1933 Act of all or part of the Registrable Securities then owned by the Demand Holder (a “ Demand Registration ”); provided , that (i) the Company may, if the Board so determines that due to a pending or contemplated material acquisition or disposition or public offering or other material event involving the Company or any of its Subsidiaries (a “ Valid Business Reason ”) it would be inadvisable to effect such Demand Registration at such time (but in no event after such registration statement has become effective), the Company may, upon providing the Demand Holder written notice (the “ Delay Notice ”), defer such Demand Registration for a single period set forth in such Delay Notice with respect to such Demand Registration not to exceed 90 days; and the Company shall not postpone or delay a Demand Registration under this Section 8.02 more than once in any 12-month period. A registration pursuant to this Section 8.02 will be on such appropriate form of the Commission as shall be selected by the Demand Holder and be reasonably acceptable to the Company and as shall permit the intended method or methods of distribution specified by the Demand Holder, including a distribution to, and resale by, the partners of any of the Demand Holder.
 
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The Company shall not be obligated to maintain a registration statement pursuant to a Demand Registration effective for more than (x) 360 days or (y) such shorter period when all of the Registrable Securities covered by such registration statement have been sold pursuant thereto (the “ Effectiveness Period ”). Notwithstanding the foregoing, the Company shall not be obligated to effect more than one Demand Registration in any 90 day period following an Effectiveness Period or such longer period not to exceed 180 days as requested by an underwriter pursuant to Section 8.06. Upon any such request for a Demand Registration, the Company will deliver any notices required by Section 8.01 and thereupon the Company will, subject to Section 8.01(c) and 8.02(f) hereof, use its reasonable best efforts to effect the prompt registration under the 1933 Act of:
(i) the Registrable Securities which the Company has been so requested to register by the Demand Holder as contained in the Request Notice and
(ii) all other Registrable Securities which the Company has been requested to register by the Piggyback Holders,
all to the extent required to permit the disposition of the Registrable Securities so to be registered in accordance with the intended method or methods of disposition of each seller of such Registrable Securities.
(b) Number of Demand Registrations . The Company will not be required to effect more than five registrations pursuant to this Section 8.02 on behalf of the Demand Holder; provided that, at any time in which the Company is eligible to register shares of Ordinary Shares on Form S-3 (or any successor form), the Demand Holder shall have an unlimited number of demand registrations on Form S-3.
(c) Revocation . The Demand Holder may, at any time prior to the effective date of the registration statement relating to such Demand Registration, revoke such request by providing a written notice thereof to the Company and only if they comply with this Section 8.02(c). Subject to Section 8.02(d), the Demand Holder shall reimburse the Company for all its reasonable out-of-pocket expenses incurred in the preparation, filing and processing of the Registration Statement. If pursuant to the terms of this Section 8.02(c), the Demand Holder reimburse the Company for its reasonable out-of-pocket expenses incurred in the preparation, filing and processing of the Registration Statement or if the Demand Holder are not required to pay such expenses pursuant to Section 8.02(d), the attempted registration shall not be deemed to be a Demand Registration.
 
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(d) Effective Registration . A registration will not count as a Demand Registration and the Demand Holder shall not be required to reimburse the Company for its expenses incurred in the preparation, filing and processing of any registration statement pursuant to Section 8.02(c):
(i) if the Demand Holder determines in its good faith judgment to withdraw the proposed registration of any Registrable Securities requested to be registered by the Demand Holder due to a material adverse change in the Company (other than as a result of any action by the Demand Holder);
(ii) if such registration is interfered with by any stop order, injunction or other order or requirement of the Commission or other governmental agency or court for any reason (other than as a result of any act by the Demand Holder) and the Company fails to have such stop order, injunction or other order or requirement removed, withdrawn or resolved to the Demand Holder’s satisfaction;
(iii) if the Demand Holder requests that the Company withdraw the registration at any time during the period specified in a Delay Notice or within 10 days thereafter; or
(iv) the conditions to closing specified in the underwriting agreement or purchase agreement entered into in connection with the registration relating to any such demand are not satisfied (other than as a result of a default or breach thereunder by the Demand Holder).
(e) Selection of Underwriters . If any of the Registrable Securities covered by a Demand Registration are to be sold in an underwritten offering, the Demand Holder will have the right to select the managing underwriter(s) to administer the offering subject to the approval of the Company, which approval will not be unreasonably withheld, conditioned or delayed.
(f) Priority on Demand Registrations . If the managing underwriter or underwriters of a Demand Registration advise the Company in writing that in its or their opinion the number of Registrable Securities proposed to be sold in such Demand Registration exceeds the number which can be sold without adversely affecting the marketability, proposed offering price, timing, distribution method or probability of success of the offering, the Company will include in such registration only the number of Registrable Securities which, in the opinion of such underwriter or underwriters, can be sold in such offering without such material adverse effect. The Registrable Securities to be included in such Demand Registration shall be apportioned in the following priority:
(i) first, to any Ordinary Shares that the Demand Holder and the GS Holders propose to sell, pro rata on the basis of the number of Registrable Securities requested to be included by such holders; and
 
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(ii) second, pro rata among the Piggyback Holders (excluding the GS Holders) in each case according to the total number of shares of the Registrable Securities requested for inclusion by such Piggyback Holders, or in such other proportions as shall mutually be agreed to among such Piggyback Holders.
Notwithstanding anything to the contrary herein, if the underwriter reasonably determines that marketing factors require the exclusion of particular Stockholder(s) (other than Goldman Sachs) from participating in such offering, the Company shall so advise such Stockholder(s) and such Stockholder’s Ordinary Shares shall be excluded from such registration.
Section 8.03 Registration Procedures . It shall be a condition precedent to the obligations of the Company to take any action pursuant to this Article VIII that the Stockholders requesting inclusion in any Piggyback Registration or Demand Registration (a “ Registration ”) shall furnish to the Company such information regarding them, the Registrable Securities held by them, the intended method of disposition of such Registrable Securities, and such agreements regarding indemnification, disposition of such securities and other matters referred to in and consistent with this Article VIII, as the Company shall reasonably request and as shall be required in connection with the action to be taken by the Company (such intended method of distribution may include a distribution to, and resale by, the partners of the holders of any Registrable Securities). With respect to any Registration which includes Registrable Securities held by a Stockholder, the Company will, subject to Sections 8.01 and 8.02:
(a) as promptly as possible (in the case of a Demand Registration, no more than 45 days after the Company’s receipt of a Request Notice that is not for a registration on Form S-3 or any successor or comparable form or in connection with an Initial Public Offering, no more than 60 days after the Company’s receipt of a Request Notice that is for a registration in connection with an Initial Public Offering and no more than 30 days after the Company’s receipt of a Request Notice that is for a registration on Form S-3 or any successor or comparable form) prepare and file with the Commission a registration statement on the appropriate form prescribed by the Commission for such intended method of disposition, use its reasonable best efforts to cause such registration statement to become effective as soon as practicable thereafter; provided , that before filing a registration statement or prospectus or any amendments or supplements thereto, the Company shall furnish to counsel representing the Stockholders selling Registrable Securities under such Registration copies of all documents proposed to be filed, which documents shall be subject to the review and reasonable comments of such counsel; provided , further , that the Company shall not be obligated to maintain such registration effective for a period longer than the Effectiveness Period;
(b) prepare and file with the Commission such amendments and post-effective amendments to such registration statement and any documents required to be incorporated by reference therein as may be necessary to keep the registration statement effective for a period of not less than the Effectiveness Period (but not prior to the expiration of the time period referred to in Section 4(3) of the 1933 Act and Rule 174
 
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thereunder, if applicable); cause the prospectus to be supplemented by any required prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 under the 1933 Act and comply with the 1933 Act in a timely manner; and comply with the provisions of the 1933 Act applicable to it with respect to the disposition of all Registrable Securities covered by such registration statement during the applicable period in accordance with the intended method or methods of disposition by the sellers thereof set forth in such registration statement or supplement to the prospectus;
(c) promptly incorporate in a prospectus supplement or post-effective amendment such information as the underwriter(s) or the Demand Holder reasonably request to be included therein relating to the plan of distribution with respect to such Registrable Securities; and make all required filings of such prospectus supplements or post-effective amendments as soon as practical after being notified of the matters to be incorporated in such supplement or amendment;
(d) furnish to such Stockholder, without charge, such number of conformed copies of the registration statement and any post-effective amendment thereto, as such Stockholder may reasonably request, and such number of copies of the prospectus (including each preliminary prospectus) and any amendments or supplements thereto, and any documents incorporated by reference therein, as the Stockholder or underwriter or underwriters, if any, may request in order to facilitate the disposition of the securities being sold by the Stockholder (it being understood that the Company consents to the use of the prospectus and any amendment or supplement thereto by the Stockholder covered by the registration statement and the underwriter or underwriters, if any, in connection with the offering and sale of the securities covered by the prospectus or any amendments or supplements thereto);
(e) notify such Stockholder, at any time when a prospectus relating thereto is required to be delivered under the 1933 Act, when the Company becomes aware of the happening of any event as a result of which the prospectus included in such registration statement (as then in effect) contains any untrue statement of material fact or omits to state a material fact necessary to make the statements therein (in the case of the prospectus or any preliminary prospectus, in the light of the circumstances under which they were made) not misleading and, as promptly as practicable thereafter, prepare and file with the Commission and furnish a supplement or amendment to such prospectus so that, as thereafter delivered to the investors of such securities, such prospectus will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading;
(f) provide a CUSIP number for all Registrable Securities no later than the effective date of the Registration and provide the applicable transfer agent and registrar for all such Registrable Securities with printed certificates representing the Registrable Securities that are in a form eligible for deposit with The Depositary Trust Company not later than the effective date of the registration statement;
 
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(g) use its reasonable best efforts to cause all securities included in such registration statement to be listed, by the date of the first sale of securities pursuant to such registration statement, on any national securities exchange, quotation system or other market on which the Ordinary Shares is then listed or proposed to be listed by the Company, if any, or, failing that, to arrange for at least two market makers to register as such with respect to such securities with FINRA;
(h) make generally available to its security holders an earnings statement, which need not be audited, satisfying the provisions of Section 11(a) of the 1933 Act as soon as reasonably practicable after the end of the 12 month period beginning with the first month of the Company’s first fiscal quarter commencing after the effective date of the registration statement, which statement shall cover said 12 month period;
(i) after the filing of a registration statement, (i) notify each Stockholder holding Registrable Securities covered by such registration statement of any stop order issued or, to the Company’s knowledge, threatened by the Commission and of the receipt by the Company of any notification with respect to the suspension of the qualification of any Registrable Securities for sale under the applicable securities or blue sky laws of any jurisdiction and (ii) take all reasonable actions to obtain the withdrawal of any order suspending the effectiveness of the registration statement or the qualification of any Registrable Securities at the earliest possible moment;
(j) in connection with the preparation and filing of each Registration, the Company shall give each holder of Registrable Securities included in such Registration, the underwriter(s) and their respective counsel, accountants and other representatives and agents the opportunity to participate in the preparation of each registration statement, each prospectus included therein or filed with the Commission, and each amendment thereof or supplement thereto and comparable statements under the securities or blue sky laws of any jurisdiction and give each of the foregoing Persons access to the books and records, pertinent corporate and business documents and properties of the Company and its Subsidiaries and such opportunities to discuss the business and affairs of the Company and its Subsidiaries with the respective directors, officers, employees, agents, representatives and the independent public accountants who have certified the Company’s consolidated financial statements, and supply all other information and respond to all other inquiries requested by such holders, underwriter(s), counsel, accountants and other representatives and agents as shall be necessary or appropriate, in the opinion of such holders or underwriter(s), to conduct a reasonable investigation within the meaning of the 1933 Act, and the Company shall not file any registration statement or amendment thereto or any prospectus or supplement thereto to which such holder or such underwriter(s) shall object;
(k) cause its or its Affiliate’s employees to participate in “road shows” and other presentations as reasonably requested by the underwriters in connection with such Registration;
 
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(l) deliver promptly to counsel representing the Stockholders selling Registrable Securities under such Registration and each underwriter, if any, participating in the offering of the Registrable Securities, copies of all correspondence between the Commission and the Company, its counsel or auditors, and all memoranda relating to discussions with the Commission or its staff with respect to such Registration; and
(m) on or prior to the date on which the registration statement is declared effective, use its reasonable best efforts to (i) register or qualify, and cooperate with such underwriter or underwriters, if any, and their counsel in connection with the registration or qualification of, the securities covered by the registration statement for offer and sale under the securities or blue sky laws of each state and other jurisdiction of the United States as the managing underwriter or underwriters, if any, requests in writing, to use its reasonable best efforts to keep each such registration or qualification effective, including through new filings, or amendments or renewals, during the Effectiveness Period and do any and all other acts or things necessary or advisable to enable the disposition in all such jurisdictions of the Registrable Securities covered by the applicable registration statement; provided , that the Company will not be required to qualify generally to do business in any jurisdiction where it is not then so qualified or to take any action which would subject it to general service of process in any such jurisdiction where it is not then so subject, (ii) obtain a cold comfort letter from the Company’s independent public accountants in customary form and covering such matters of the type customarily covered by cold comfort letters, which letter shall be addressed to the underwriters, and the Company shall use its reasonable best efforts to cause such cold comfort letter to also be addressed to the holders of such Registrable Securities, (iii) obtain an opinion from the Company’s outside counsel in customary form and covering such matters of the type customarily covered by such opinions, which opinion shall be addressed to the underwriters and the holders of such Registrable Securities, and (iv) enter into and perform its obligations under such customary agreements (including underwriting agreements in customary form) and take all such other actions as the holders of a majority of the Registrable Securities included in the Request Notice, in the case of a Demand Registration, or the holders of a majority of the Registrable Securities being sold or the underwriters, if any, in the case of a Piggyback Registration, reasonably request in order to expedite or facilitate the disposition of such Registrable Securities (including effecting a stock split, combination of shares, recapitalization, or reorganization).
The Stockholders, upon receipt of any notice from the Company of the happening of any event of the kind described in subsection (e) of this Section 8.03, will forthwith discontinue disposition of the Registrable Securities until the Stockholders’ receipt of the copies of the supplemented or amended prospectus contemplated by subsection (e) of this Section 8.03 or until it is advised in writing by the Company that the use of the prospectus may be resumed, and has received copies of any additional or supplemental filings which are incorporated by reference in the prospectus, and, if so directed by the Company, each Stockholder will, or will request the managing underwriter or underwriters, if any, to, deliver, to the Company (at the Company’s sole expense) all copies, other than permanent file copies then in such Stockholder’s possession, of the prospectus covering such securities current at the time of receipt of such notice.
 
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No holder of Registrable Securities shall be required to make any representations or warranties to or agreements with the Company, other than representations and warranties regarding such holder, such holder’s ownership of and title to the Registrable Securities to be sold in such offering, and its intended method of distribution and any liability of any such holder under such underwriting agreement shall be limited to liability arising from breach of its representations and warranties therein and shall be limited to an amount equal to the net amount received by such holder from the sale of Registrable Securities pursuant to such registration statement.
Section 8.04 Registration Expenses .
(a) Subject to Section 8.02(c), in the case of any Registration, the Company shall bear all expenses incident to the Company’s performance of or compliance with Sections 8.01, 8.02 and 8.03 of this Agreement, including all Commission and stock exchange or National Association of Securities Dealers, Inc. registration and filing fees and expenses, fees and expenses of compliance with securities or blue sky laws (including reasonable fees and disbursements of counsel in connection with blue sky qualifications of the Registrable Securities), rating agency fees, printing expenses, messenger, telephone and delivery expenses, fees and disbursements of counsel for the Company and all independent certified public accountants and any fees and disbursements of underwriters customarily paid by issuers or sellers of securities (but not including any underwriting discounts or commissions, or transfer taxes, if any, attributable to the sale of Registrable Securities by a selling Stockholder or fees and expenses of more than one counsel representing the Stockholders selling Registrable Securities under such Registration as set forth in Section 8.04(b) below).
(b) In connection with each registration initiated hereunder (whether a Demand Registration or a Piggyback Registration), the Company shall reimburse the holders covered by such registration for the reasonable fees and disbursements of one law firm chosen by a majority of the number of shares of Registrable Securities included in the Request Notice, in the event of a Demand Registration, and, in the case of a Piggyback Registration, the holders of a majority of the number of shares of Registrable Securities included in such registration.
Section 8.05 Indemnification .
(a) Indemnification by the Company . The Company agrees to indemnify and hold harmless each Stockholder, the underwriters selling such Stockholder’s Registrable Securities and their respective officers, directors, Affiliates and agents and each Person who controls (within the meaning of the 1933 Act or the 1934 Act) any of them, including any general partner or manager of any thereof, against all losses, claims, damages, liabilities and expenses (including reasonable out-of-pocket
 
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counsel fees and disbursements) arising out of or based upon any untrue or alleged untrue statement of a material fact contained in any registration statement, prospectus or preliminary prospectus, or any amendment thereof or supplement thereto, in which such Stockholder participates in an offering of Registrable Securities or in any document incorporated by reference therein or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of the prospectus or any preliminary prospectus, in the light of the circumstances under which they were made) not misleading, except insofar as the same are made in reliance on and in conformity with any information with respect to such Stockholder furnished in writing to the Company by such Stockholder expressly for use therein; provided , that the foregoing indemnity agreement with respect to any preliminary prospectus shall not inure to the benefit of any Stockholder from whom the Person asserting such loss, claim, damage or liability purchased the securities if it is determined that such loss, claim, damage or liability was caused by such Stockholder’s failure to deliver to such Stockholder’s immediate purchaser a current copy of the prospectus (if the current copy of the prospectus was required by applicable law to be so delivered) after the Company has timely furnished such Stockholder with a sufficient number of copies of such prospectus.
(b) Indemnification by the Stockholders . In connection with any registration statement in which a Stockholder is participating, each such Stockholder will furnish to the Company in writing such information and affidavits with respect to such Stockholder as the Company reasonably requests for use in connection with any registration statement or prospectus covering the Registrable Securities of such Stockholder and to the extent permitted by law agrees to indemnify and hold harmless the Company, its directors, officers and agents and each Person who controls (within the meaning of the 1933 Act or the 1934 Act) the Company, against any losses, claims, damages, liabilities and expenses arising out of or based upon any untrue statement of a material fact or any omission to state a material fact required to be stated therein or necessary to make the statements in the registration statement, prospectus or preliminary prospectus (in the case of the prospectus or preliminary prospectus, in light of the circumstances under which they were made) not misleading, to the extent, but only to the extent, that such untrue statement or omission is made in reliance on and in conformity with the information or affidavit with respect to such Stockholder so furnished in writing by such Stockholder expressly for use in the registration statement or prospectus; provided , that the obligation to indemnify shall be several, not joint and several, among such Stockholders and the liability of each such Stockholder shall be in proportion to and limited to the net amount received by such Stockholder from the sale of Registrable Securities pursuant to such registration statement in accordance with the terms of this Agreement. The indemnity agreement contained in this Section 8.05(b) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability, action or proceeding if such settlement is effected without the consent of such Stockholder. The Company and the holders of the Registrable Securities hereby acknowledge and agree that, unless otherwise expressly agreed to in writing by such holders, the only information furnished or to be furnished to the Company for use in any registration
 
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statement or prospectus relating to the Registrable Securities or in any amendment, supplement or preliminary materials associated therewith are statements specifically relating to (i) the beneficial ownership of shares of Company Capital Stock by such holder and its Affiliates, (ii) the name and address of such holder and (iii) any additional information about such holder or the plan of distribution (other than for an underwritten offering) required by law or regulation to be disclosed in any such document.
(c) Conduct of Indemnification Proceedings . Any Person entitled to indemnification hereunder will (i) give prompt written notice to the indemnifying party of any claim with respect to which it seeks indemnification and (ii) unless in such indemnified party’s reasonable judgment a conflict of interest may exist between such indemnified and indemnifying parties with respect to such claim, permit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party. The failure to so notify the indemnifying party shall not relieve the indemnifying party from any liability hereunder with respect to the action, except to the extent that such indemnifying party is materially prejudiced by the failure to give such notice; provided, that any such failure shall not relieve the indemnifying party from any other liability which it may have to any other party or to such indemnified party other than pursuant to this Section 8.05. No indemnifying party in the defense of any such claim or litigation, shall, except with the consent of such indemnified party, which consent shall not be unreasonably withheld, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect of such claim or litigation. An indemnifying party who is not entitled to, or elects not to, assume the defense of a claim will not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified party there may be one or more legal or equitable defenses available to such indemnified party which are in addition to or may conflict with those available to any other of such indemnified parties with respect to such claim, in which event the indemnifying party shall be obligated to pay the reasonable fees and expenses of such additional counsel or counsels.
(d) Contribution . If for any reason the indemnification provided for in the preceding paragraphs (a) and (b) of this Section 8.05 is unavailable to an indemnified party as contemplated by the preceding paragraphs (a) and (b) of this Section 8.05 or is insufficient to hold such indemnified party harmless, then the indemnifying party shall contribute to the amount paid or payable by the indemnified party as a result of such loss, claim, damage or liability (i) in such proportion as is appropriate to reflect the relative benefits received by the indemnified party and the indemnifying party, or (ii) if the allocation provided by the preceding clause (i) is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in the preceding clause (i) but also the relative fault of the indemnified party and the indemnifying party, as well as any other relevant equitable considerations. The relative fault of the Company on the one hand and of the sellers of Registrable Securities and any
 
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other sellers participating in the registration statement on the other hand shall be determined by reference to, among other things, whether the untrue or alleged omission to state a material fact relates to information supplied by the Company or by the sellers of Registrable Securities or other sellers participating in the registration statement and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. In no event shall the liability of any such Stockholder be greater in amount than the amount of net proceeds received by such Stockholder upon such sale or the amount for which such indemnifying party would have been obligated to pay by way of indemnification if the indemnification provided in paragraph (b) of this Section 8.05 had been available.
Section 8.06 Holdback Agreements .
(a) Whenever the Company proposes to register any of its equity securities under the 1933 Act in an underwritten offering for its own account (other than on Form S-4 or S-8 or any similar successor form or another form used for a purpose similar to the intended use of such forms) or is required to use its reasonable efforts to effect the registration of any Registrable Securities under the 1933 Act pursuant to Section 8.01 or 8.02, each holder of Registrable Securities agrees by acquisition of such Registrable Securities not to effect any sale or distribution, including any sale pursuant to Rule 144 under the 1933 Act, or to request registration under Section 8.02 of any Registrable Securities for the time period reasonably requested by the managing underwriter for the underwritten offering; provided , that in no event shall such period exceed 180 days (in the case of an Initial Public Offering, or 90 days in connection with any other underwritten offering) (in either case, the “ Lock-up Period ”) after the effective date of the registration statement relating to such registration, except (i) as part of such registration or (ii) in the case of a private sale or distribution, unless the transferee agrees in writing to be subject to this Section 8.06. If requested by such managing underwriter, each holder of Registrable Securities agrees to execute a holdback agreement, in customary form, consistent with the terms of this Section 8.06(a); provided , that the form of the lock-up shall be substantially identical as to each similarly situated Stockholder. Notwithstanding the foregoing, no holder of Registrable Securities shall be subject to a Lock-up Period in excess of 180 days in any calendar year due to the registration of any Registrable Securities pursuant to Section 8.02.
(b) The Company agrees not to effect any sale or distribution of any of its equity securities or securities convertible into or exchangeable or exercisable for any such equity securities within the Lock-up Period (except as part of such underwritten registration or pursuant to registrations on Form S 8, S 4 or any successor forms thereto), except that such restriction shall not prohibit any such sale or distribution after the effective date of the registration statement (i) pursuant to any stock option, warrant, stock purchase plan or agreement or other benefit plans approved by the Board to officers, directors or employees of the Company or its Subsidiaries; (ii) pursuant to Section 4(2) of the 1933 Act or (iii) as consideration to any third party seller in connection with the bona fide acquisition by the Company or any Subsidiary of the Company of the assets or
 
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securities of any Person in any transaction approved by the Board. In addition, upon the request of the managing underwriter, the Company shall use its reasonable best efforts to cause each holder of its equity securities or any securities convertible into or exchangeable or exercisable for any of such securities whether outstanding on the date of this Agreement or issued at any time after the date of this Agreement (other than any such securities acquired in a public offering), to agree not to effect any such public sale or distribution of such securities during such period, except as part of any such registration if permitted, and to cause each such holder to enter into a similar agreement to such effect with the such managing underwriter. Notwithstanding the foregoing, the Company shall not be subject to a Lock-up Period in excess of 180 days in any calendar year due to the registration of any Registrable Securities pursuant to Section 8.02.
Section 8.07 Participation in Registrations . No Stockholder may participate in any Registration hereunder which is underwritten unless such Stockholder (a) agrees to sell its securities on the basis provided in any underwriting arrangements approved by the persons entitled hereunder to approve such arrangements, and (b) completes and executes all questionnaires, powers of attorney, underwriting agreements and other documents customarily required under the terms of such underwriting arrangements.
Section 8.08 Rule 144 . After the Initial Public Offering, the Company shall file any reports required to be filed by it under the 1933 Act and the 1934 Act and the rules and regulations adopted by the Commission thereunder, and it will (subject to the provisions of this Article VIII) take such further action as any holder may reasonably request to enable such holder to sell Registrable Securities without registration under the 1933 Act as permitted by (i) Rules 144 and 144A and Regulation S under the 1933 Act, as such Rules may be amended from time to time, or (ii) any similar rules or regulation hereafter adopted by the Commission. Upon the request of a holder of Registrable Securities, the Company, at its own expense, will deliver to such holder: (x) a written statement as to whether it has complied with the requirements that would make the exemption provided by such Rule or Rules available to such holder (and such holder shall be entitled to rely on the accuracy of such written statement); (y) a copy of the most recent annual or quarterly report of the Company; and (z) such other reports and documents as such holder may reasonably request in order to avail itself of any rule or regulation of the Commission allowing it to sell Registrable Securities without registration.
ARTICLE IX
MISCELLANEOUS
Section 9.01 Additional Securities Subject to Agreement . Each Stockholder agrees that any other shares of Company Capital Stock which it hereafter acquires by means of a stock split, stock dividend, distribution, exercise of options or warrants or otherwise (other than pursuant to a public offering) whether by merger,
 
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consolidation or otherwise (including shares of a surviving corporation into which the shares of Company Capital Stock are exchanged in such transaction) will be subject to the provisions of this Agreement to the same extent as if held on the date hereof, including for purposes of constituting Registrable Securities hereunder.
Section 9.02 Expenses . The Company shall pay or promptly reimburse the other parties hereto with respect to all reasonable legal fees and expenses incurred by the parties hereto in connection with the negotiation, preparation and execution of this Agreement. Each party hereto shall otherwise pay its own expenses incident to this Agreement and the transactions contemplated herein.
Section 9.03 Termination of Certain Provisions . Other than the rights set forth in Sections 6.01 and 6.02, the rights set forth in Article VIII and the provisions set forth in this Article IX, all rights and obligations under this Agreement will terminate and be of no force and effect upon the consummation of a Qualified Public Offering. Upon such time as any Manager is no longer employed by the Company or its Affiliate, the rights set forth in Section 5.03 shall terminate and be of no force and effect with respect to such Manager.
Section 9.04 Notices . Unless otherwise provided, any notice or other communication required or permitted to be given or effected under this Agreement shall be in writing and shall be deemed effective upon personal or facsimile delivery to the party to be notified or three Business Days after deposit with an internationally recognized courier service, delivery fees prepaid, and addressed to the party to be notified at its address or facsimile number set forth on the signature pages hereof or in the relevant Joinder Agreement or such other address or facsimile number as such party may hereafter specify in writing in accordance with this Section 9.04, or, in the case of a Manager, at the Manager’s last known address, as reflected in the Company’s records.
Section 9.05 Successors and Assigns . Except as otherwise expressly stated hereunder (i) this Agreement may not be assigned by any party without the prior written consent of each other party and the attempted or purported assignment shall be void, and (ii) nothing in this Agreement, express or implied, is intended to confer upon any party, other than the parties hereto or their respective successors and permitted assigns, any rights, remedies, obligations, or liabilities under or by reason of this Agreement; provided , however , that the Operating Company is intended to be a third-party beneficiary of Article VII, to the extent the matters covered therein relate to the Operating Company, conferring on the Operating Company the right to directly enforce such Article against the Managers; and provided, further, that Sponsor is intended to be a third-party beneficiary of Section 5.10(e) as expressly provided therein. A Permitted Transferee who executes a Joinder Agreement - Stockholder in accordance with the provisions hereof may be assigned any rights available hereunder. All of the rights offered a Stockholder under this Agreement who executes a Joinder Agreement - Stockholder are assignable to a Transferee.
 
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Section 9.06 Governing Law; Submission to Jurisdiction . This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to its principles of conflict of laws. The parties hereto irrevocably submit, in any legal action or proceeding relating to this Agreement, to the jurisdiction of the courts of the United States located in the State of New York or in any New York state court located in New York county and consent that any such action or proceeding may be brought in such courts and waive any objection that they may now or hereafter have to the venue of such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient forum.
Section 9.07 Enforcement . The parties agree that the provisions of this Agreement may be specifically enforced against each of the parties hereto in any court of competent jurisdiction.
Section 9.08 Headings . The headings used in this Agreement are for convenience only and are not to be considered in construing or interpreting this Agreement.
Section 9.09 Amendments and Waivers . This Agreement may not be amended, restated and/or modified in any respect except by written instrument executed by (a) in all cases, the Company and CVC, and (b) if such amendment, restatement and/or modification would reasonably be regarded as adversely affecting (i) Parcom, then Parcom, (ii) Goldman Sachs, then Goldman Sachs, (iii) Société Générale, then Société Générale, (iv) the Managers, then the General Counsel of the Operating Company from time to time acting with the consent of the holder(s) of a majority of the Company Capital Stock held by the Managers, and/or (v) any other Stockholders, then the General Counsel of the Operating Company from time to time acting with the consent of the holder(s) of a majority of the Company Capital Stock held by the Managers and/or such other Stockholders. Notwithstanding the foregoing, this Agreement may be amended, restated and/or modified by written instrument executed only by the Company and CVC if such amendment, restatement and/or modification is (1) made only for the purpose of curing a manifest error or ambiguity herein, (2) necessary or appropriate in the opinion of counsel for the Company in order for the Company to comply with an applicable law or regulation including the Code, (3) made in order to allow for the addition of a new Stockholder that has acquired Company Capital Stock and executed and delivered a Joinder Agreement as required hereunder or the removal of a Stockholder that has sold all its shares in the Company Capital Stock as permitted hereunder (at which time such Stockholder shall cease to be a Stockholder under this Agreement) in any such case; provided , that the issuance and/or Transfer of such shares of Capital Stock was made in accordance with this Agreement, or (4) made in order to reflect a change to an address for notices delivered to the Company in accordance with Section 9.04. The Company shall deliver a copy of any such amendment, restatement or modification to each Stockholder that is not a signatory to such written instrument; provided , that a failure of the Company to deliver such copy shall not by itself invalidate such amendment, restatement or modification. The failure at any time to enforce any of the provisions of this Agreement shall in no way be construed as a waiver of such provisions and shall not affect the right of any of the parties thereafter to enforce each and every provision hereof in accordance with its terms.
 
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Section 9.10 Severability . If one or more provisions of this Agreement are held to be unenforceable under applicable law, such provisions shall be excluded from this Agreement and the balance of this Agreement shall be interpreted as if such provision were so excluded and shall be enforceable in accordance with its terms.
Section 9.11 Counterparts . This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall be deemed to constitute one and the same instrument.
Section 9.12 Waiver of Jury Trial . EACH PARTY HERETO HEREBY WAIVES ITS RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT AND THE STOCKHOLDERS AGREEMENT. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL-ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. THIS SECTION 9.12 HAS BEEN FULLY DISCUSSED BY EACH OF THE PARTIES HERETO AND THESE PROVISIONS SHALL NOT BE SUBJECT TO ANY EXCEPTIONS. EACH PARTY HERETO HEREBY FURTHER WARRANTS AND REPRESENTS THAT SUCH PARTY HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL, AND THAT SUCH PARTY KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING, AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, SUPPLEMENTS OR MODIFICATIONS TO (OR ASSIGNMENTS OF) THIS AGREEMENT. IN THE EVENT OF LITIGATION, THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL (WITHOUT A JURY) BY THE COURT.
Section 9.13 Distributions and Payments . All payments or distributions to be made by the Company to the Stockholders under or pursuant to any provision of this Agreement shall be made in Euros.
Section 9.14 Use of Name and Logo . The Company hereby grants Goldman Sachs permission to use the name and logo of Univar Inc. (as submitted to Goldman Sachs by the Company in writing) solely in connection with Goldman Sachs’ or its Affiliates’ marketing materials until the termination of this Agreement. Goldman Sachs or its Affiliate, as applicable, shall include a trademark attribution notice giving notice of Univar Inc.’s ownership of its trademarks in the marketing materials in which
 
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Univar Inc.’s name and logo appear. As a further condition to such consent, Goldman Sachs agrees to discontinue or procure that its Affiliate discontinues any nonconforming use of the name and logo of Univar Inc. immediately upon notice by the Company.
Section 9.15 Confidentiality . Each Stockholder agrees to and shall keep strictly confidential and will not disclose or divulge any confidential, proprietary or secret information which such Stockholder has obtained in the course of the negotiation and consummation of the transactions contemplated hereby or may obtain from the Company, including financial statements, reports and other information and materials submitted by the Company as required hereunder, unless required to be disclosed by law or pursuant to any judgment, order, subpoena or decree of any court having competent jurisdiction, or unless such information is already known to the Stockholder or has become publicly known, or unless the Company gives its written consent to the Stockholder’s release of such information; except that such written information may be provided to (i) the Stockholder’s employees, auditors, investors, partners, creditors, lenders, rating agencies, advisors or counsel, in each case, to the extent such disclosure reasonably relates to the administration of the investment represented by its Company Capital Stock and such person has entered into a customary confidentiality agreement obligating such person to keep such information confidential or is otherwise bound by an appropriate confidentiality obligation, and (ii) any prospective or actual Transferee of any of the Company Capital Stock of such Purchaser, provided that any prospective Transferee has entered into a customary confidentiality agreement obligating such person to keep such information confidential or is otherwise bound by an appropriate confidentiality obligation.
Section 9.16 Power of Attorney – Company .
(a) Each of the Managers does hereby irrevocably constitute and appoint the Company, with full power of substitution, as its true and lawful attorney-in-fact, in its name, place and stead, to execute, acknowledge, swear to, deliver, record and file, as appropriate and in accordance with this Agreement all certificates and other instruments requiring execution by the Managers or any of them or by Société Générale as fiduciary for the Managers or any of them and deemed necessary or advisable by the Company to (i) qualify or continue the Company as a company wherein the Stockholders have limited liability in the jurisdictions where the Company may be conducting the Business, (ii) make or to implement any decision that the Company is entitled to make or implement in accordance with the provisions of this Agreement and applicable law, and (iii) give effect to the provisions of Section 4.02, 4.05, 4.07 and 5.02 of this Agreement.
(b) The powers of attorney granted pursuant to this Section 9.16 are coupled with an interest and shall be irrevocable and survive and not be affected by the subsequent death, incapacity, disability, bankruptcy or dissolution of the grantor; may be exercised by the Company either by signing separately as attorney-in-fact for each of the Managers and for Société Générale as fiduciary for the Managers or for all or some of them; and shall survive the delivery of an assignment by a Manager or by Société
 
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Générale as fiduciary for that Manager of the whole or any fraction of its interest in the Company Capital Stock, except that, where the whole of such interest has been assigned in accordance with this Agreement, the power of attorney of such Manager shall survive the delivery of such assignment for the sole purpose of enabling the Company to execute, acknowledge, swear to, deliver, record and file any instrument necessary or appropriate to effect such substitution. In the event of any conflict between this Agreement and any document, instrument, conveyance or certificate executed or filed by the Company pursuant to such power of attorney, this Agreement shall control.
(c) Each Manager and Société Générale as fiduciary for the Managers shall execute and deliver to the Company, within five days after the receipt of the Company’s request therefor, such further designations, powers of attorney and other instruments as the Company deems necessary or appropriate to carry out the provisions of this Section 9.16.
Section 9.17 Power of Attorney – Chief Executive Officer and General Counsel .
(a) Each of the Managers does hereby irrevocably constitute and appoint each of the Chief Executive Officer and the General Counsel of the Operating Company from time to time, severally, with full power of substitution, as its true and lawful attorney-in-fact, in its name, place and stead, to execute, acknowledge, swear to, deliver, record and file, as appropriate, the Fiduciary Agreements and all certificates and other instruments requiring execution by the Managers or any of them in order to give effect thereto.
(b) The powers of attorney granted pursuant to this Section 9.17 are coupled with an interest and shall be irrevocable and survive and not be affected by the subsequent death, incapacity, disability, bankruptcy or dissolution of the grantor; may be exercised by either attorney-in-fact either by signing separately as attorney-in-fact for each of the Managers or for all or some of them; and shall survive the Transfer by a Manager or by Société Générale as fiduciary for that Manager of the whole or any fraction of its interest in the Company Capital Stock, except that, where the whole of such interest has been Transferred in accordance with this Agreement, the power of attorney of such Manager shall survive the delivery of such assignment for the sole purpose of enabling the attorney-in-fact to execute, acknowledge, swear to, deliver, record and file any instrument necessary or appropriate to effect such substitution. In the event of any conflict between this Agreement and any document, instrument, conveyance or certificate executed or filed by the attorney-in-fact pursuant to such power of attorney, this Agreement shall control.
(c) Each Manager shall execute and deliver to the Company, within five days after the receipt of the Company’s request therefor, such further designations, powers of attorney and other instruments as the Company deems necessary or appropriate to carry out the provisions of this Section 9.17.
 
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Section 9.18 Waiver of Tag Along and Similar Rights . Each of the Stockholders hereby irrevocably waives any and all tag-along, pre-emptive, appraisal or other similar rights that such Stockholder may have otherwise had, pursuant to Article V of this Agreement or otherwise, in connection with the transactions expressly contemplated by the Sponsor Stock Purchase Agreement.
Section 9.19 Effectiveness of this Agreement . The parties acknowledge and agree that the effectiveness of this Agreement is conditioned upon the effectiveness of the Amended and Restated Stockholders’ Agreement among the holders of Capital Stock of Ulysses Finance S.à r.l., dated on or about the date hereof, in accordance with its terms.
Section 9.20 Ratification of Prior Actions and Documents . The parties acknowledge and agree that any actions and documents previously taken, certified, executed, acknowledged, filed or delivered by or in the name and on behalf of the Company consistent with this Agreement are hereby ratified and approved by the parties as the authorized and approved actions and documents of the Company, with the same force and effect as if each such action or document had been specifically authorized and approved in advance.
[ signature pages follow ]
 
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IN WITNESS WHEREOF, the Company and each Stockholder have executed this Agreement as of the day and year first above written.

ULYSSES LUXEMBOURG S.À R.L.	
		
By:		/s/ Emanuela Brero	
Name:		Emanuela Brero	
Title:		Director	
	
 Notices:	
	
20, avenue Monterey,
L-2163 Luxembourg	
Att:		Emanuela Brero, Director of
Corporate Administration	
Tel:		+352 26 86 60 24	
Fax:		+352 26 47 83 67	
	
With a copy (which shall not constitute notice) to:	
	
Sullivan & Cromwell LLP
125 Broad Street
New York, New York 10004	
Attn:		George J. Sampas	
Tel:		+1 212 558 4945	
Fax:		+1 212 558 3588	
 
Signatures - i

			
ULYSSES PARTICIPATION S.À R.L.	
		
By:		/s/ Emanuela Brero	
Name:		Emanuela Brero	
Title:		Director	
	
 Notices:	
	
20, avenue Monterey,
L-2163 Luxembourg	
Att:		Emanuela Brero, Director of
Corporate Administration	
Tel:		+352 26 86 60 24	
Fax:		+352 26 47 83 67	
	
With a copy (which shall not constitute notice) to:	
	
Sullivan & Cromwell LLP
125 Broad Street
New York, New York 10004	
Attn:		George J. Sampas	
Tel:		+1 212 558 4945	
Fax:		+1 212 558 3588	
 
Signatures - ii

			
PARCOM BUY OUT FUND II B.V.	
		
By:		/s/ E.J. Westerink	
Name:		E.J. Westerink	
Title:		CEO	
	
 Notices:	
	
Schiphol Boulevard 375
1118 BJ Schiphol Airport	
Att:		Erik Westerink	
Tel:		+31 35 646 44 40	
Fax:		+31 35 685 85 85	
	
With a copy (which shall not constitute notice) to:	
	
Loyens & Loeff
Fred. Roeskestraat 100
1076 ED Amsterdam
The Netherlands	
Att:		Hendrik Van Druten	
Tel:		+31 20 578 59 25	
Fax:		+31 20 578 58 43	
 
Signatures - iii

			
GSMP V ONSHORE US, LTD.	
		
By:		/s/ Thomas Connolly	
Name:		Thomas Connolly	
Title:		Vice President	
	
 Notices:	
	
c/o Goldman, Sachs & Co.
200 West Street
New York, New York 10282	
Att:		Oliver Thym / Eric Goldstein	
Tel:		+1 212 902 1000	
Fax:		+1 212 357 5505	
	
With a copy (which shall not constitute notice) to:	
	
Fried Frank Harris Shriver & Jacobson LLP
One New York Plaza
New York, NY 10004	
Att:		Emil Buchman	
Tel:		+1 212 859 8298	
Fax:		+1 212 859 8587	
Signature Page – Ulysses Luxembourg Amended & Restated Stockholders Agreement

			
GSMP V OFFSHORE US, LTD.	
		
By:		/s/ Thomas Connolly	
Name:		Thomas Connolly	
Title:		Vice President	
	
 Notices:	
	
c/o Goldman, Sachs & Co.
200 West Street
New York, New York 10282	
Att:		Oliver Thym / Eric Goldstein	
Tel:		+1 212 902 1000	
Fax:		+1 212 357 5505	
	
With a copy (which shall not constitute notice) to:	
	
Fried Frank Harris Shriver & Jacobson LLP
One New York Plaza
New York, NY 10004	
Att:		Emil Buchman	
Tel:		+1 212 859 8298	
Fax:		+1 212 859 8587	
Signature Page – Ulysses Luxembourg Amended & Restated Stockholders Agreement

			
GSMP V INSTITUTIONAL US, LTD.	
		
By:		/s/ Thomas Connolly	
Name:		Thomas Connolly	
Title:		Vice President	
	
 Notices:	
	
c/o Goldman, Sachs & Co.
200 West Street
New York, New York 10282	
Att:		Oliver Thym / Eric Goldstein	
Tel:		+1 212 902 1000	
Fax:		+1 212 357 5505	
	
With a copy (which shall not constitute notice) to:	
	
Fried Frank Harris Shriver & Jacobson LLP
One New York Plaza
New York, NY 10004	
Att:		Emil Buchman	
Tel:		+1 212 859 8298	
Fax:		+1 212 859 8587	
Signature Page – Ulysses Luxembourg Amended & Restated Stockholders Agreement

			
SOCIÉTÉ GÉNÉRALE BANK & TRUST	
		
By:		/s/ Lazzati Luca     /s/ C. BACCELI	
Name:		Lazzati Luca          C. BACCELI	
Title:		                               DIRECTEUR	
	
Notices:	
	
11, avenue Emilo Reuter
L-2420 Luxembourg	
Att:		Mr. Luca Lazzati	
Tel:			
Fax:		+352 22 43 01	
 
Signatures - vii

			
By:		/s/ Anthony Burgmans	
		Anthony Burgmans	
		
By:		/s/ Barbara Prutzman	
		Barbara Prutzman	
		
By:		/s/ Barry McGee	
		Barry McGee	
		
By:		/s/ Barry Nicholls	
		Barry Nicholls	
		
By:		/s/ Brian Rinehart	
		Brian Rinehart	
		
By:		/s/ Chip Hornsby	
		Chip Hornsby	
		
By:		/s/ Christophe Jacob	
		Christophe Jacob	
		
By:		/s/ Christophe Jeusse	
		Christophe Jeusse	
		
By:		/s/ Craig Lawson	
		Craig Lawson	
		
By:		/s/ Dave Strizzi	
		Dave Strizzi	
		
By:		/s/ David Cummings	
		David Cummings	
		
By:		/s/ David Jukes	
		David Jukes	
		
By:		/s/ Detlef Prangenberg	
		Detlef Prangenberg	
		
By:		/s/ Diane Weber	
		Diane Weber	
		
By:		/s/ Doug Drew	
		Doug Drew	
Signature Page
Amended and Restated Ulysses Luxemburg Stockholders Agreement

			
By:		/s/ Ed Evans	
		Ed Evans	
		
By:		/s/ Gary Pruitt	
		Gary Pruitt	
		
By:		/s/ Gerard Essink	
		Gerard Essink	
		
By:		/s/ Hermanus Vlug	
		Hermanus Vlug	
		
By:		/s/ J Nanninga	
		J Nanninga	
		
By:		/s/ Jane Campbell Wells	
		Jane Campbell Wells	
		
By:		/s/ Jeffrey Siegel	
		Jeffrey Siegel	
		
By:		/s/ Jeffrey Young	
		Jeffrey Young	
		
By:		/s/ Joel Kallner	
		Joel Kallner	
		
By:		/s/ John Bolanos	
		John Bolanos	
		
By:		/s/ John Ederer	
		John Ederer	
		
By:		/s/ John van Osch	
		John van Osch	
		
By:		/s/ John Zillmer	
		John Zillmer	
		
By:		/s/ Joseph Ripp	
		Joseph Ripp	
		
By:		/s/ Karel Vuursteen	
		Karel Vuursteen	
Signature Page
Amended and Restated Ulysses Luxemburg Stockholders Agreement

			
By:		/s/ Kendall Troutman	
		Kendall Troutman	
		
By:		/s/ Lee Tsouli	
		Lee Tsouli	
		
By:		/s/ Lynn Burgener	
		Lynn Burgener	
		
By:		/s/ Markus Theodor Hug	
		Markus Theodor Hug	
		
By:		/s/ Martin Jung	
		Martin Jung	
		
By:		/s/ Matthew Pescaia	
		Matthew Pescaia	
		
By:		/s/ Mirko Schnitzer	
		Mirko Schnitzer	
		
By:		/s/ Nicolas Lehmann	
		Nicolas Lehmann	
		
By:		/s/ Normand Goyer	
		Normand Goyer	
		
By:		/s/ Ola Tengroth	
		Ola Tengroth	
		
By:		/s/ Paul Julian	
		Paul Julian	
		
By:		/s/ Peter Heinz	
		Peter Heinz	
		
By:		/s/ Philip Scafido	
		Philip Scafido	
		
By:		/s/ R van den Bergh	
		R van den Bergh	
		
By:		/s/ Randy Craddock	
		Randy Craddock	
Signature Page
Amended and Restated Ulysses Luxemburg Stockholders Agreement

			
By:		/s/ Richard Jalkut	
		Richard Jalkut	
Signature Page
Amended and Restated Ulysses Luxembourg Stockholders Agreement

			
By:		/s/ Richard Jakult	
		Richard Jakult	
		
By:		/s/ Rick Fox	
		Rick Fox	
		
By:		/s/ Rick Pierson	
		Rick Pierson	
		
By:		/s/ Rob ter Haar	
		Rob ter Haar	
		
By:		/s/ Robert Bennett	
		Robert Bennett	
		
By:		/s/ Russell Willard Day	
		Russell Willard Day	
		
By:		/s/ Sabine Duyfies	
		Sabine Duyfies	
		
By:		/s/ Sarah Dixon	
		Sarah Dixon	
		
By:		/s/ Sheila Mowatt	
		Sheila Mowatt	
		
By:		/s/ Shirley Schumacher	
		Shirley Schumacher	
		
By:		/s/ Silvio Scarpanti	
		Silvio Scarpanti	
		
By:		/s/ Sonia Pires	
		Sonia Pires	
		
By:		/s/ Steven Nielson	
		Steven Nielson	
		
By:		/s/ Terry Hill	
		Terry Hill	
		
By:		/s/ Thomas McLelland	
		Thomas McLelland	
Signature Page
Amended and Restated Ulysses Luxemburg Stockholders Agreement

			
By:		/s/ Tom Schmitt	
		Tom Schmitt	
		
By:		/s/ W Jiskoot	
		W Jiskoot	
		
By:		/s/ Wido Waelput	
		Wido Waelput	
		
By:		/s/ Willy St. Cyr	
		Willy St. Cyr	
Signature Page
Amended and Restated Ulysses Luxemburg Stockholders Agreement

ANNEX I
LIST OF NON-INSTITUTIONAL STOCKHOLDERS
Part 1 – Managers
[to follow]
Part 2 – Directors and/or Advisory Board Members
[to follow]
 
Annex I - 1

EXHIBIT A
JOINDER AGREEMENT - STOCKHOLDER
[If Société Générale will not be holding the shares as fiduciary:]
[WHEREAS, simultaneously with the execution of this Agreement, the undersigned is acquiring Ordinary Shares, par value €0.01 per share, (the “ Acquired Capital Stock ”) in the capital of Ulysses Luxumbourg S.à. r.l. (the “ Company ”);
WHEREAS, as a condition to the acquisition of the Acquired Capital Stock, the undersigned has agreed to join in a certain Stockholders Agreement, dated as of January 8, 2008 (the “ Stockholders Agreement ”), among the Company and the Stockholders (as such term is defined in the Stockholders Agreement) party thereto;
WHEREAS, the undersigned understands that the execution of this Agreement is a condition precedent to its acquisition of the Acquired Capital Stock;]
[Or, if Société Générale will be holding the shares as fiduciary:]
[WHEREAS, the undersigned is or expects to contemporaneously herewith become party to that certain Fiduciary Agreement (the “ Fiduciary Agreement ”), dated on or about the date hereof, by and among Société Générale Bank & Trust (“ Société Générale ”), a banking institution organized under the laws of the Grand Duchy of Luxembourg, and the Settlors (as such term is defined in the Fiduciary Agreement) party thereto;
WHEREAS, Société Générale, in its capacity as fiduciary for the undersigned, has, in accordance with the undersigned’s written instructions, entered into an agreement to acquire certain Ordinary Shares, par value €0.01 per share, (the “ Acquired Capital Stock ”) in the capital of Ulysses Finance S.à r.l. (the “ Company ”);
WHEREAS, as a condition to the sale of the Acquired Capital Stock to Société Générale, the undersigned has agreed to join in a certain Stockholders Agreement, dated as of January 8, 2008, as amended and/or restated from time to time (the “ Stockholders Agreement ”), among the Company and the Stockholders (as such term is defined in the Stockholders Agreement) party thereto;
WHEREAS, the undersigned understands that the execution of this Agreement is a condition precedent to the sale of the Acquired Capital Stock to Société Générale;]
NOW, THEREFORE, as an inducement to both the transferor of the Acquired Capital Stock and the other Stockholders to Transfer (as such term is defined in the Stockholders Agreement) or allow the Transfer of the Acquired Capital Stock to the undersigned:
 
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EXHIBIT A
1. The undersigned hereby joins in the Stockholders Agreement and hereby agrees to adhere to and comply with and be subject to and bound by all of the provisions of the Stockholders Agreement in all respects as if the undersigned were party thereto as a Stockholder.
2. Without limiting Section 1 of this Agreement, the undersigned hereby agrees to use all reasonable endeavors to ensure that the provisions of the Stockholders Agreement and this Agreement are duly fulfilled and shall execute all such documents and do such acts and things as may be necessary or desirable to give effect thereto.
3. The undersigned hereby agrees that the certificate or certificates to be issued to the undersigned representing the Acquired Capital Stock shall be legended as follows:
“THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE OFFERED, PLEDGED, SOLD, ASSIGNED OR OTHERWISE TRANSFERRED (“TRANSFER”) EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS OR AN APPLICABLE EXEMPTION FROM REGISTRATION THEREUNDER.
THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS AND CONDITIONS OF A STOCKHOLDERS AGREEMENT, DATED AS OF JANUARY 8, 2008, AS IT MAY BE AMENDED FROM TIME TO TIME. THE STOCKHOLDERS AGREEMENT CONTAINS, AMONG OTHER THINGS, SIGNIFICANT RESTRICTIONS ON THE TRANSFER OF THE SECURITIES OF THE COMPANY AND CERTAIN TAG-ALONG AND DRAG-ALONG RIGHTS AND RESTRICTIONS APPLICABLE TO THE SECURITIES. A COPY OF THE STOCKHOLDERS AGREEMENT IS AVAILABLE UPON REQUEST FROM THE COMPANY.”
[ signature page follows ]
 
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EXHIBIT A
IN WITNESS WHEREOF, the undersigned has executed this Agreement this day of             , 20    .

By:		 	
Name:			
Title:			
Notices:			

—			
—			
Att:		     —	
Tel:		     —	
Fax:		     —	
[or, if an individual]

 	
Name:			
Title:			
Address:			
Tel:			
Fax:			
 
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EXHIBIT B
JOINDER AGREEMENT - MANAGER
WHEREAS, the undersigned is or expects to contemporaneously herewith become party to that certain Fiduciary Agreement (the “ Fiduciary Agreement ”), dated on or about the date hereof, by and among Société Générale Bank & Trust (“ Société Générale ”), a banking institution organized under the laws of the Grand Duchy of Luxembourg, and the Settlors (as such term is defined in the Fiduciary Agreement) party thereto;
WHEREAS, Société Générale, in its capacity as fiduciary for the undersigned, has, in accordance with the undersigned’s written instructions, entered into an agreement to acquire certain Ordinary Shares, par value €0.01 per share, (the “ Acquired Capital Stock ”) in the capital of Ulysses Luxembourg S.à r.l. (the “ Company ”);
WHEREAS, as a condition to the sale of the Acquired Capital Stock to Société Générale, the undersigned has agreed to join in a certain Stockholders Agreement, dated as of January 8, 2008, as amended and/or restated from time to time (the “ Stockholders Agreement ”), among the Company and the Stockholders (as such term is defined in the Stockholders Agreement) party thereto;
WHEREAS, the undersigned understands that the execution of this Agreement is a condition precedent to the sale of the Acquired Capital Stock to Société Générale;
NOW, THEREFORE, as an inducement to both the transferor of the Acquired Capital Stock and the other Stockholders to Transfer (as such term is defined in the Stockholders Agreement) or allow the Transfer of the Acquired Capital Stock to Société Générale, the undersigned agrees as follows:
1. The undersigned hereby joins in the Stockholders Agreement and hereby agrees, insofar and for so long as any Acquired Capital Stock is held by Société Générale or its substitute for the benefit of the undersigned on the terms and subject to the conditions of the Fiduciary Agreement, to adhere to and comply with and be subject to and bound by all of the provisions of the Stockholders Agreement in all respects as if the undersigned were party thereto as a Manager (as such term is defined in the Stockholders Agreement).
2. Without limiting Section 1 of this Agreement, the undersigned hereby agrees to use all reasonable endeavors to ensure that the provisions of the Stockholders Agreement and this Agreement are duly fulfilled and shall execute all such documents and do such acts and things as may be necessary or desirable to give effect thereto.
[ signature page follows ]
 
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EXHIBIT B
IN AGREEMENT AND ACKNOWLEDGEMENT WHEREOF, the undersigned has executed this Agreement this day of             , 20    .

     	
Signature	

Name (printed)	
 
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EXHIBIT C
SPOUSAL CONSENT
I,                     , spouse of                     , have read and hereby approve the Stockholders Agreement, dated as of January 8, 2008, as amended and/or restated from time to time (the “ Stockholders Agreement ”), among Ulysses Luxembourg S.à r.l. and the Stockholders party thereto. Insofar as I may have any rights in said Stockholders Agreement or any shares of Capital Stock (as such term is defined in the Stockholders Agreement) of Ulysses Luxembourg S.à r.l. under the community property laws or similar laws relating to marital property in effect in the jurisdiction of our residence as of the date of the signing of the Stockholders Agreement or from time to time thereafter, I hereby agree to adhere to and comply with and be subject to and bound by all of the provisions of the Stockholders Agreement.
IN AGREEMENT AND ACKNOWLEDGEMENT WHEREOF, the undersigned has executed this Spousal Consent this              day of             , 20    .

     	
Signature	

Name (printed)	
 
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CONFIDENTIAL
S CHEDULE 6.07
M INORITY S TOCKHOLDER R IGHTS R EGARDING S HARES O F U NIVAR I NC .

Purpose:		This Schedule 6.07 summarizes the rights that will be granted to (and the obligations that will be imposed upon) the Goldman Sachs funds currently holding Capital Stock in Ulysses Finance and Ulysses Luxembourg (the “ Minority Holders ”) with respect to shares of common stock of Univar Inc. (the “ Company ”) to be received upon the occurrence of the events (the “ Flip Down ”) described in (i) Section 6.07 of that certain Amended & Restated Stockholders Agreement, dated as of November 30, 2010, by and among Ulysses Finance S.à r.l. (“ Ulysses Finance ”) and the stockholders of Ulysses Finance named therein (the “ Ulysses Finance Stockholders Agreement ”) and (ii) Section 6.07 of that certain Amended & Restated Stockholders Agreement, dated as of November 30, 2010, by and among Ulysses Luxembourg S.à r.l. (“ Ulysses Luxembourg ”) and the stockholders of Ulysses Luxembourg named therein (the “ Ulysses Luxembourg Stockholders Agreement ” and, together with the Ulysses Finance Stockholders Agreement, the “ Ulysses Stockholders Agreements ”), to each of which this Schedule 6.07 is attached. Capitalized terms used but not defined herein shall have the meanings given to them in the Sponsor Transaction Stockholders Agreement (as such term is defined in the Ulysses Stockholders Agreements).	
		
		The terms contained herein, all of which have been approved by the Sponsor, will be reflected in appropriate amendments to the Sponsor Transaction Stockholders Agreement and each Minority Holder would be a “Stockholder” thereunder; it being understood and agreed that for purposes of the rights and obligations of the Minority Holders hereunder, the Minority Holders shall be deemed to be a single Minority Holder. It is also understood and agreed that each Minority Holder shall be obligated to comply with all obligations generally applicable to Stockholders under the terms and conditions of the Sponsor Transaction Stockholders Agreement.	
		
Restriction on Transfers:		The transfer restrictions set forth in Section 6.02 of the Sponsor Transaction Stockholders Agreement will be amended to provide for (i) the termination of such restrictions on transfer applicable to a Minority Holder upon the occurrence of an IPO and (ii) on and after January 1, 2016, the Minority Holders may transfer their Company stock subject to the restrictions set forth in Section 6.02(a)(iv) of the Sponsor Transaction Stockholders Agreement in the same manner as is applicable to all other Stockholders. The Minority Holders will not have the benefit of the de minimis transfer exception pursuant to Section 6.02(a)(v) of the Sponsor Transaction Stockholder Agreement.	

			
Right of First Offer:		The Minority Holders will be subject to the right of first offer, first, in favor of the Company and then, in favor of Univar NV and CD&R Investors, in each case, as contemplated by, and subject to the terms and conditions set forth in, Section 6.03 of the Sponsor Transaction Stockholders Agreement. For the avoidance of doubt, the Minority Holders shall not be “ROFO Recipients” nor entitled to purchase Company Capital Stock subject to the right of first offer.	
		
Tag Along Rights:		The Minority Holders will be entitled to receive a Tag-Along Notice, issue a Tag-Along Request and participate in any Proposed Tag Along Sale, and shall be subject to the tag along rights of the Tagging Stockholders in a Proposed Tag Along Sale, on the terms and conditions set forth in Section 6.04 of the Sponsor Transaction Stockholders Agreement, pro rata with all other Stockholders of the Company.	
		
Drag Along Rights:		The Minority Holders will be subject to the rights of the Dragging Stockholders in connection with any Proposed Drag-Along Sale on the terms and conditions set forth in Section 6.05 of the Sponsor Transaction Stockholders Agreement in the same manner as is applicable to all other Dragged-Along Stockholders; provided , that the only representations a Minority Holder shall be required to make in connection with the Drag- Along Sale will be those that relate to its ownership of the shares and the ability to transfer those shares (for the avoidance of doubt, it is being understood and agreed that the foregoing shall not limit the pro rata indemnity obligations of the Minority Holders in respect of any Drag- Along Sale under Section 6.05 of the Sponsor Transaction Stockholders Agreement).	
		
Preemptive Rights of the Stockholders:		The Minority Holders will be entitled to preemptive rights with respect to issuances of Additional Capital Stock in the manner and on the terms set forth in Section 6.07 of the Sponsor Transaction Stockholders Agreement pro rata with all other Stockholders.	
		
Registration Rights:		The Minority Holders will be entitled to “piggy back” registration rights on the terms and conditions set forth in Section 7.06 of the Sponsor Transaction Stockholders Agreement (including with respect to an IPO as contemplated by Section 7.04(c)); provided that the cutback provisions applicable to any registration statement in which any Stockholder may include Registrable Shares shall be amended so as to treat the Registrable Shares of the Minority Holders in the same manner, on a pro rata basis, with any Registrable Shares proposed to be included in any such Registration Statement by Univar NV and/or the CD&R Investor and their respective Affiliates. In addition, each Minority Holder will agree to be subject to the Holdback Agreements for periods and on terms set forth in Section 7.09 of the Sponsor Transaction Stockholders Agreement	
		
Confidentiality		The Minority Holders agree to be bound by the confidentiality provisions of Section 9.01; provided , however , that any information received by a Minority Holder in its capacity as a debt holder of the Company shall be subject to the confidentiality provisions of the agreement governing the applicable debt instrument.	
 
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Amendments, Waivers		No provision of the Sponsor Transaction Stockholders Agreement may be amended in the manner adverse to the Minority Holders which does not, by its terms, adversely affect the rights or obligations of other stockholders in a substantially similar manner, without the consent of Minority Holders holding at least 50% of the total Company stock held by the Minority Holders.	
 
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Exhibit 10.48
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (“Agreement”) is made as of the 8th day of December, 2014 (the “Effective Date”) between Univar Inc., a Delaware corporation (“Univar”), and Carl J. Lukach (“Employee”).
RECITALS
A. Univar is engaged in the chemical distribution business.
B. Univar wishes to employ Employee and Employee wishes to be employed by Univar in accordance with the terms and conditions set forth in this Agreement.
 
TERMS AND CONDITIONS
In consideration of the mutual covenants herein contained, and other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, Employee and Univar agree as follows:
1. Employment. As of the Effective Date, Univar hereby agrees to employ Employee, and Employee agrees to be employed by Univar, as its Executive Vice President and Chief Financial Officer Employee will report directly to the Chief Executive Officer, or such other position as may be designated by Univar from time to time. Employee will comply in all material respects with all rules, policies and procedures of Univar as modified from time to time to the extent that they are not inconsistent with this Agreement. Employee will perform all of Employee’s responsibilities in compliance with all applicable laws and with Company policies and procedures. During Employee’s employment, Employee will not engage in any other business activity that prevents Employee from carrying out Employee’s obligations under this Agreement, whether or not such activity is pursued for gain, profit or other pecuniary advantage.
2. At-Will Employment. Employment under this Agreement shall be terminable at-will, and, in such case either Employee or Univar may terminate Employee’s employment at any time with or without Cause or Good Reason, as defined in this Agreement, and without notice, subject to the requirements set forth in Section 3. Any termination of Employee’s employment by Employee or Univar (other than death) shall be communicated by written notice of termination to the other party in accordance with Section 14 of this Agreement.
3. Termination. The following provisions shall apply upon termination of Employee’s employment under applicable circumstances as set forth below. Any amount payable to Employee under this Section 3 shall be subject to all applicable federal, state and local withholdings, or payroll or other taxes. Except as set forth in this Section 3, upon termination of employment, Employee shall not be entitled to further payments, severance or other benefits arising under this Agreement or from Employee’s employment with Univar or its termination, except as required by law.
3.1 By Univar with Cause or by Employee without Good Reason . If Univar terminates Employee’s employment for Cause or if Employee terminates Employee’s employment without Good Reason, Employee shall be paid unpaid wages and unused accrued vacation earned through the termination date.
3.1.1. “Cause,” as used herein, shall mean Employee’s (i) willful and continued failure to perform her material duties with respect to Univar or its affiliates (except where due to a physical or mental incapacity) which continues beyond fifteen (15) business days after a written demand for substantial performance is delivered to Employee by Univar, (ii) conviction of or plea nolo contendere to (A) the commission of a felony by Employee, or (B) any misdemeanor that is a crime of moral turpitude, (iii) Employee’s willful or gross misconduct in connection with her employment duties, or (iv) breach of the non-competition, non-solicitation or confidentiality covenants to which Employee is subject. No act on Employee’s part shall be deemed “willful” unless done, or omitted to be done, by Employee not in good faith and without reasonable belief that such action was in the best interest of Univar. No failure of Employee or Univar to achieve performance goals, in and of itself, shall be treated as a basis for termination of Employee’s employment for Cause.

3.1.2. “Good Reason,” as used herein, shall mean (i) a material reduction in Employee’s base salary or a material reduction in annual incentive compensation opportunity, in each case other (a) than any isolated or inadvertent failure by Univar that is not in bad faith and is cured within thirty (30) business days after Employee gives Univar notice of such event and (b) a reduction which is applicable to all employees in the same salary grade as Employee; (ii) a material diminution in Employee’s title, duties and responsibilities, other than any isolated or inadvertent failure by Univar that is not in bad faith and is cured within thirty (30) business days after Employee gives Univar notice of such event; (iii) a transfer of Employee’s primary workplace by more than thirty-five (35) miles from her current workplace, or (iv) the failure of a successor to have assumed this Agreement in connection with any sale of the business, where such assumption does not occur by operation of law, provided that in order for an event described in this Section 3.1.2 to constitute Good Reason, Employee must provide notice to Univar (in accordance with Section 13 of this Agreement) within ninety (90) business days of the initial existence of such event.
3.2 By Univar other than for Cause or Total Disability or by Employee for Good Reason . If Univar terminates Employee’s employment other than for Cause or Total Disability or if Employee terminates Employee’s employment for Good Reason in the absence of Cause, Univar shall pay to Employee the amounts and benefits, and cause the vesting as set forth in this Section 3.2; provided, however, that Employee’s entitlement to the amounts described in Sections 3.2.2 and 3.2.3 is conditioned upon Employee executing and not revoking a release substantially in the form attached as Exhibit A (the “Release”) within the time period provided for therein (the “Applicable Release Period”); provided, however, that in any case where the first and last days of the Applicable Release Period are in two separate taxable years, any payments required to be made to Employee that are treated as deferred compensation for purposes of Code Section 409A shall be made in the later taxable year, promptly following the conclusion of the Applicable Release Period.
3.2.1 Unpaid wages and unused accrued vacation earned through the termination date;
3.2.2 A severance payment, paid through base salary and target incentive for a period of 12 months.
3.3 Total Disability . If Univar or Employee terminates Employee’s employment due to Employee’s Total Disability, Univar shall pay to Employee unpaid wages and unused accrued vacation earned through the termination date. “Total Disability” as used herein shall have the same meaning as the term “Total Disability” as used in Univar’s long-term disability policy in effect at the time of termination, if one exists. If Univar does not have a long-term disability policy in effect at such time, the term “Total Disability” shall mean Employee’s inability (with or without such accommodation as may be required by law protecting persons with disabilities) to perform the essential functions of Employee’s duties hereunder for a period aggregating to ninety (90) calendar days in a twelve (12) month period, provided, however, that this period may be extended in the sole discretion of the Chief Employee Officer.
3.4 Death . If Employee’s employment terminates due to death, Univar shall pay to Employee’s estate the unpaid wages and unused accrued vacation earned through the termination date.
4. Confidential Information
4.1 Employee recognizes that the success of Univar and its current or future Affiliates (as defined below in this Section 4) depends upon the protection of information or materials that are designated as confidential and/or proprietary at the time of disclosure or should, based on their nature or the circumstances surrounding such disclosure, reasonably be deemed confidential including, without limitation, information to which Employee has access while employed by Univar whether recorded in any medium or merely memorized (all such information being “Confidential Information”). “Confidential
 
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Information” includes without limitation, and whether or not such information is specifically designated as confidential or proprietary: all business plans and marketing strategies; information concerning existing and prospective markets, suppliers, and customers; financial information; information concerning the development of new products and services; and technical and non-technical data related to software programs, designs, specifications, compilations, inventions (as defined in Section 6.1), improvements, patent applications, studies, research, methods, devices, prototypes, processes, procedures and techniques. Confidential Information expressly includes information provided to Univar or Affiliates by third parties under circumstances that require them to maintain the confidentiality of such information. Notwithstanding the foregoing, Employee shall have no confidentiality obligation with respect to disclosure of any Confidential Information that (a) was, or at any time becomes, available in the public domain other than through a violation of this Agreement or (b) Employee can demonstrate by written evidence was furnished to Employee by a third party in lawful possession thereof and who was not under an obligation of confidentiality to Univar or any of its Affiliates.
4.2 Employee agrees that during Employee’s employment and after termination of employment irrespective of cause, Employee will use Confidential Information only for the benefit of Univar and its Affiliates and will not directly or indirectly use or divulge, or permit others to use or divulge, any Confidential Information for any reason, except as authorized by Univar or its Affiliates. Notwithstanding the foregoing, Employee may disclose Confidential Information as required pursuant to an order or requirement of a court, administrative agency or other government body, provided Employee has notified Univar or the applicable Affiliate immediately after receipt of such order or requirement and allowed Univar and/or the Affiliate a meaningful opportunity to apply for protective measures.
4.3 Employee hereby assigns to Univar any rights Employee may have or acquire in such Confidential Information and acknowledges that all Confidential Information shall be the sole property of Univar and/or its Affiliates or their assigns.
4.4 There are no rights granted or any understandings, agreements or representations between the parties hereto, express or implied, regarding Confidential Information that are not specified herein.
4.5 Employee’s obligations under this Section 4 are in addition to any obligations that Employee has under state or federal law.
4.6 Employee agrees that in the course of Employee’s employment with Univar, Employee will not violate in any way the rights that any entity, including former employers, has with regard to trade secrets or proprietary or confidential information.
4.7 For purposes of this Agreement, the term “Affiliate” means any entity currently existing or subsequently organized or formed that directly or indirectly controls, is controlled by or is under common control with Univar, whether through ownership of voting securities, by contract or otherwise.
4.8 Employee’s obligations under this Section  4 are indefinite in term and shall survive the termination of this Agreement.
5. Return of Company Property. Employee acknowledges that all tangible items containing any Confidential Information, including without limitation memoranda, photographs, records, reports, manuals, drawings, blueprints, prototypes, notes, documents, drawings, specifications, software, media and other materials, including any copies thereof (including electronically recorded copies), are the exclusive property of Univar or its applicable Affiliate, and Employee shall deliver to Univar all such material in Employee’s possession or control upon Univar’s request and in any event upon the termination of Employee’s employment with Univar. Employee shall also return any keys, equipment, identification or credit cards, or other property belonging to Univar or its Affiliates upon termination or request.
 
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6. Inventions.
6.1 Employee understands and agrees that all Inventions are the exclusive property of Univar. As used in this Agreement, “Inventions” shall include without limitation ideas, discoveries, developments, concepts, inventions, original works of authorship, trademarks, mask works, trade secrets, ideas, data, information, know-how, documentation, formulae, results, prototypes, designs, methods, processes, products, formulas and techniques, improvements to any of the foregoing, and all other matters ordinarily intended by the words “intellectual property,” whether or not patentable, copyrightable, or otherwise able to be registered, which are developed, created, conceived of or reduced to practice by Employee, alone or with others, during Employee’s employment with Univar or Affiliates, whether or not during working hours or within three (3) months thereafter and related to Univar’s then existing or proposed business. In recognition of Univar’s ownership of all Inventions, Employee shall make prompt and full disclosure to Univar of, will hold in trust for the sole benefit of Univar, and (subject to Section 6.2 below) hereby assigns, and agrees to assign in the future, exclusively to Univar all of Employee’s right, title, and interest in and to any and all such Inventions.
6.2 NOTICE REQUIRED BY REVISED CODE OF WASHINGTON 49.44.140 : Employee understands that Employee’s obligation to assign inventions shall not apply to any inventions for which no equipment, supplies, facilities, or trade secret information of Univar was used and that was developed entirely on Employee’s own time, unless (a) the invention relates (i) directly to the business of Univar, or (ii) to Univar’s actual or demonstrably anticipated research or development, or (b) the invention results from any work performed by Employee for Univar.
6.3 To the extent any works of authorship created by Employee made within the scope of employment may be considered “works made for hire” under United States copyright laws, they are hereby agreed to be works made for hire. To the extent any such works do not qualify as a “work made for hire” under applicable law, and to the extent they include material subject to copyright, Employee hereby irrevocably and exclusively assigns and conveys all rights, title and interests in such works to Univar subject to no liens, claims or reserved rights. Employee hereby waives any and all “moral rights” that may be applicable to any of the foregoing, for any and all uses, alterations, and exploitation thereof by Univar, or its Affiliates, or their successors, assignees or licensees. To the extent that any such “moral rights” may not be waived in accordance with law, Employee agrees not to bring any claims, actions or litigation against Univar or its Affiliates, or their successors, assignees or licensees, based on or to enforce such rights. Without limiting the preceding, Employee agrees that Univar may in its discretion edit, modify, recast, use, and promote any such works of authorship, and derivatives thereof, with or without the use of Employee’s name or image, without compensation to Employee other than that expressly set forth herein.
6.4 Employee hereby waives and quitclaims to Univar any and all claims of any nature whatsoever that Employee now or hereafter may have for infringement of any patent or patents from any patent applications for any Inventions. Employee agrees to cooperate fully with Univar and take all other such acts requested by Univar (including signing applications for patents, assignments, and other papers, and such things as Univar may require) to enable Univar to establish and protect its ownership in any Inventions and to carry out the intent and purpose of this Agreement, during Employee’s employment or thereafter. If Employee fails to execute such documents by reason of death, mental or physical incapacity or any other reason, Employee hereby irrevocably appoints Univar and its officers and agents as Employee’s agent and attorney-in-fact to execute such documents on Employee’s behalf.
6.5 Employee agrees that there are no Inventions made by Employee prior to Employee’s employment with Univar and belonging to Employee that Employee wishes to have excluded from this Section 6 (the “Excluded Inventions”). If during Employee’s employment with Univar, Employee uses in the specifications or development of, or otherwise incorporates into a product, process, service, technology, or machine of Univar or its Affiliates, or otherwise uses any invention, proprietary know-how, or other intellectual property in existence before the Effective Date owned by Employee or in which Employee has any interest (“Existing Know-How”), Univar or its Affiliates, as the case may be, is hereby granted and shall have a non-exclusive, royalty-free, fully paid up, perpetual, irrevocable, worldwide right and license under the Existing Know-How (including any patent or other intellectual property rights
 
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therein) to make, have made, use, sell, reproduce, distribute, make derivative works from, publicly perform and display, and import, and to sublicense any and all of the foregoing rights to that Existing Know-How (including the right to grant further sublicenses) without restriction as to the extent of Employee’s ownership or interest, for so long as such Existing Know-How is in existence and is licensable by Employee.
7. Nonsolicitation.
7.1 During Employee’s employment with Univar, and for a period expiring eighteen (18) months after the termination of Employee’s employment, regardless of the reason, if any, for such termination, Employee shall not, in the United States, Western Europe or Canada, directly or indirectly:
7.1.1 solicit or entice away or in any other manner persuade or attempt to persuade any officer, employee, consultant or agent of Univar or any of its Affiliates to alter or discontinue his or her relationship with Univar, or its Affiliate;
7.1.2 solicit from any person or entity that was a customer of Univar or any of its Affiliates during Employee’s employment with Univar, any business of a type or nature similar to the business of Univar or any of its Affiliates with such customer;
7.1.3 solicit, divert, or in any other manner persuade or attempt to persuade any supplier of Univar or any of its Affiliates to discontinue its relationship with Univar or its Affiliates;
7.1.4 solicit, divert, take away or attempt to solicit, divert or take away any customers of Univar or its Affiliates; or
7.1.5 engage in or participate in the chemical distribution or logistics business.
7.2 Nothing in Section 7.1 limits Employee’s ability to hire an employee of Univar or any of its Affiliates in circumstances under which such employee first contacts Employee regarding employment and Employee does not violate any of Sections 7.1.1, 7.1.2, 7.1.3, 7.1.4 or 7.1.5 herein.
7.3 Univar and Employee agree that the provisions of this Section 7 do not impose an undue hardship on Employee and are not injurious to the public; that this provision is necessary to protect the business of Univar and its Affiliates; that the nature of Employee’s responsibilities with Univar under this Agreement provide and/or will provide Employee with access to Confidential Information that is valuable and confidential to Univar and its Affiliates; that Univar would not employ Employee if Employee did not agree to the provisions of this Section 7; that this Section 7 is reasonable in terms of length of time and scope; and that adequate consideration supports this Section 7. In the event that a court determines that any provision of this Section 7 is unreasonably broad or extensive, Employee agrees that such Court should narrow such provision to the extent necessary to make it reasonable and enforce the provision as narrowed.
7.4 This Section 7 supplements and does not replace any other obligations the Employee may have with regard to the subject matter herein.
8. Remedies. Notwithstanding any other provisions of this Agreement regarding dispute resolution, including Section 8, Employee agrees that Employee’s violation of any of Sections 4, 5, 6 or 7 of this Agreement would cause Univar or its Affiliates irreparable harm which would not be adequately compensated by monetary damages and that an injunction may be granted by any court or courts having jurisdiction, restraining Employee from violation of the terms of this Agreement, upon any breach or threatened breach of Employee of the obligations set forth in any of Sections 4, 5, 6 or 7. The preceding sentence shall not be construed to limit Univar or its Affiliates from any other relief or damages to which it may be entitled as a result of Employee’s breach of any provision of this Agreement, including Sections 4, 5, 6 or 7.
 
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9. Venue. Except for proceedings for injunctive relief, the venue of any litigation arising out of Employee’s employment with Univar or interpreting or enforcing this Agreement shall lie in a court of appropriate jurisdiction in DuPage County, Illinois.
10. Disclosure. Employee agrees fully and completely to reveal the terms of the terms of Sections 4, 5, 6 or 7 of this Agreement to any future employer or business contacts of Employee and authorizes Univar and its Affiliates, at their election, to make such disclosure.
11. Representation of Employee. Employee represents and warrants to Univar that Employee is free to enter into this Agreement and has no commitment, arrangement or understanding to or with any party that restrains or is in conflict with Employee’s performance of the covenants, services and duties provided for in this Agreement. Employee shall not in the course of Employee’s employment violate any obligation that Employee may owe any third party, including former employers.
12. Fees. The prevailing party will be entitled to its costs and attorneys’ fees incurred in any litigation relating to the interpretation or enforcement of this Agreement.
13. Assignability. During Employee’s employment, this Agreement may not be assigned by either party without the written consent of the other; provided, however, that Univar may assign its rights and obligations under this Agreement without Employee’s consent to any of its Affiliates or to a successor by sale, merger or liquidation, if such successor carries on the business substantially in the form in which it is being conducted at the time of the sale, merger or liquidation and notwithstanding anything in this Agreement, such assignment and Employee’s transfer of employment thereunder shall not be deemed a termination of employment under Section 3.2 of this Agreement. This Agreement is binding upon Employee, Employee’s heirs, personal representatives and permitted assigns and on Univar, its successors and assigns.
14. Notices. Any notice required or permitted to be given hereunder is sufficient if in writing and delivered by e-mail, hand, by facsimile or by registered or certified mail, at a valid address of Employee on file with Univar, or in the case of Univar at the address of its principal Employee offices (attention: General Counsel), or such other address as may be provided to each party by the other.
15. Severability. If any provision of this Agreement or compliance by any of the parties with any provision of this Agreement constitutes a violation of any law, or is or becomes unenforceable or void, then such provision, to the extent only that it is in violation of law, unenforceable or void, shall be deemed modified to the extent necessary so that it is no longer in violation of law, unenforceable or void, and such provision will be enforced to the fullest extent permitted by law. If such modification is not possible, said provision, to the extent that it is in violation of law, unenforceable or void, shall be deemed severable from the remaining provisions of this Agreement, which provisions will remain binding on the parties.
16. Waivers. No failure on the part of either party to exercise, and no delay in exercising, any right or remedy hereunder will operate as a waiver thereof; nor will any single or partial waiver of a breach of any provision of this Agreement operate or be construed as a waiver of any subsequent breach; nor will any single or partial exercise of any right or remedy hereunder preclude any other or further exercise thereof or the exercise of any other right or remedy granted hereby or by law.
17. Governing Law. The validity, construction and performance of this Agreement shall be governed by the laws of the State of Illinois without regard to the conflicts of law provisions of such laws.
18. Survival. Notwithstanding anything to the contrary in this Agreement, the obligations of this Agreement shall survive a termination of this Agreement or the termination of Employee’s employment with Univar, except for obligations under Sections 1, 2, 3 and 4.
19. Entire Agreement. This instrument contains the entire agreement of Employee and Univar with respect to the subject matter herein and supersedes all prior such agreements and understandings, and there are no other such representations or agreements other than as stated in this Agreement related to the terms and conditions of Employee’s employment with Univar. This Agreement
 
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may be changed only by an agreement in writing signed by the party against whom enforcement of any waiver, change, modification, extension or discharge is sought, and any such modification agreed to by Univar must, in order to be binding upon Univar, be signed by the Chief Employee Officer of Univar.
20. Employee’s Recognition of Agreement. Employee acknowledges that Employee has read and understood this Agreement and agrees that its terms are necessary for the reasonable and proper protection of the business of Univar and its Affiliates. Employee acknowledges that Employee has been advised by Univar that Employee is entitled to have this Agreement reviewed by an attorney of her selection, at Employee’s expense, prior to signing, and that Employee has either done so or elected to forgo that right.
21. Delayed Payment under certain Circumstances. Notwithstanding anything in this Agreement to the contrary, to the extent required to avoid an excise tax under Internal Revenue Code Section 409A, the payment of any compensation pursuant to Sections 3.2.2, 3.2.3, 3.3 or 3.4, shall be delayed for a period of six (6) months after Employee’s separation from service if Employee is a “specified employee” as defined in Code Section 409A(a)(2)(B)(i). In such a circumstance, the payments that would otherwise have been made during such six (6) month period will be paid on the six-month anniversary of Employee’s separation from service.
IN WITNESS WHEREOF, the parties have duly signed and delivered this Agreement as of the day and year first above written.

UNIVAR INC.	  		  	EMPLOYEE	
				
By	  	/s/ Erik Fyrwald	  		  	/s/ Carl J. Lukach	
Name:	  	Erik Fyrwald	  		  	Carl J. Lukach	
Title:	  	Chief Executive Officer	  		  	Date: December 9, 2014	
 
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EXHIBIT A
RELEASE
This Release (“Release”) is entered into by                     (“Employee”) with respect to the termination of the employment relationship between Employee and Univar Inc. (the “Company”).
1. Employee’s last day of employment with the Company was                     (“Termination Date”). Employee shall not seek future employment or any right to future employment with the Company, its parent or any of its affiliates.
2. Employee has been provided all compensation and benefits earned Employee by virtue of employment with the Company, except to the extent that Employee may still be owed salary earned during the last pay period prior to the Termination Date and accrued unused vacation and excluding the amounts payable to Employee under the Employment Agreement between Employee and the Company (“Employment Agreement”).
3. As consideration for the obligations undertaken by the Company pursuant to the Employment Agreement, Employee hereby releases the Company, Univar N.V., and its affiliates, including without limitation Univar USA, Inc. (formerly Vopak USA Inc.) and their respective officers, directors, and employees, from any and all claims, causes of action, and liability for damages of whatever kind, known or unknown, arising from or relating to Employee’s employment and separation from employment (“Released Claims”). Released Claims include claims (including claims to attorneys’ fees), damages, causes of action, and disputes of any kind whatsoever, including without limitation all claims for wages, employee benefits, and damages arising out of any: contracts, express or implied (including the Employment Agreement); tort; discrimination; wrongful termination; any federal, state, local, or other governmental statute or ordinance, including, without limitation Title VII of the Civil Rights Act of 1964, as amended, the Age Discrimination in Employment Act, as amended (“ADEA”), Fair Labor Standards Act, the Washington Law Against Discrimination, the Washington Minimum Wage Act and the Employee Retirement Income Security Act of 1974, as amended (“ERISA”); and any other legal limitation on the employment relationship. Notwithstanding the foregoing, “Released Claims” do not include claims for breach or enforcement of this Release, claims that arise after the execution of this Release, claims to vested benefits under ERISA, workers’ compensation claims, or any other claims that may not be released under this Release in accordance with applicable law.
4. Employee represents and warrants that Employee has not filed any litigation based on any Released Claims. Employee covenants and promises never to file, press, or join in any lawsuit based on any Released Claim and agrees that any such claim, if filed by Employee, shall be dismissed, except that this covenant and promise does not apply to any claim of Employee challenging the validity of this Release in connection with claims arising under the ADEA. Employee represents and warrants that Employee is the sole owner of any and all Released Claims that Employee may have; and that Employee has not assigned or otherwise transferred Employee’s right or interest in any Released Claim.
5. Employee represents and warrants that Employee has turned over to the Company all property of the Company, including without limitation all files, memoranda, keys, manuals, equipment, data, records, and other documents, including electronically recorded documents and data that Employee received from the Company or its employees or that Employee generated in the course of employment with the Company.
6. Employee specifically agrees as follows:
a. Employee has carefully read this Release and finds that it is written in a manner that Employee understands;
b. Employee is knowingly and voluntarily entering into this Release;
 
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c. Employee acknowledges that the Company is providing benefits in the form of payments and compensation, to which Employee would not otherwise be entitled in the absence of Employee’s entry into this Release, as consideration for Employee’s entering into this Release;
d. Employee understands that this Release is waiving any potential claims under the ADEA and other discrimination statutes, except as provided in this Release;
e. Employee is hereby advised by this Release to consult with an attorney prior to executing this Release and has done so or has knowingly and voluntarily waived the right to do so;
f. Employee understands she has a period of twenty-one (21) days from the date a copy of this Release is provided to Employee in which to consider and sign the Release (during which the offer will remain open), and that Employee has an additional seven (7) days after signing this Release within which to revoke acceptance of the Release;
g. If during the twenty-one (21) day waiting period Employee should elect not to sign this Release, or during the seven (7) day revocation period Employee should revoke acceptance of the Release, then this Release shall be void. The effective date of this Release shall be the eighth day after Employee signs and delivers this Release, provided she has not revoked acceptance; and
h. Employee may accept this Release before the expiration of the twenty-one (21) days, in which case Employee shall waive the remainder of the 21-day waiting period.
7. Employee hereby acknowledges her obligation to comply with the obligations that survive termination of the Employment Agreement, including without limitation those obligations with respect to confidentiality, inventions and nonsolicitation.
8. Section 3 of this Release is integral to its purpose and may not be severed from this Release. In the event that any other provision of this Release shall be found to be unlawful or unenforceable, such provision shall be deemed narrowed to the extent required to make it lawful and enforceable. If such modification is not possible, such provision shall be severed from the Release and the remaining provisions shall remain fully valid and enforceable to the maximum extent consistent with applicable law. To the extent any terms of this Release are put into question, all provisions shall be interpreted in a manner that would make them consistent with current law.
9. With regard to the subject matter herein, this Release shall be interpreted pursuant to Washington law.

Employee:	

(Signature)	

(Print Name)	
	
Dated:                                                                                       	
 
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Exhibit 10.49
UNIVAR INC.
RELEASE
This Release (“Release”) is entered into this 8th day of December 2014 by D. Beatty D’Alessandro (“Executive”) with respect to the separation of the employment relationship between Executive and Univar Inc. (the “Company”).
1. Executive’s last day of employment with the Company will be December 8, 2014 (“Termination Date”).
2. Executive will be paid $1,973,164 representing 18 months base salary and 1.5 times his target level bonus (80% of base salary) under the Company’s management incentive plan and target level bonus for 2014 prorated through the Termination Date (collectively the “Separation Payment”). Other than the Separation Payment, the Executive and Employer have settled all compensation and benefits earned Executive by virtue of employment with Employer and agreements with Employer, except to the extent that Executive may still be owed: (a) salary earned during the last pay period prior to the Termination Date, (b) 167,808 vested stock options (the “Vested Options”), and (c) accrued unused vacation. The payment of the Separation Payment is conditioned upon Executive signing this Release Agreement and not revoking it within the applicable release period described below, and per Executive’s Employment Agreement, because the first and last days of the applicable release period are in two separate taxable year, the payment shall be made in the later year, promptly following the conclusion of the applicable release period (and otherwise in recognition of 409A).
3. Executive waives and releases any claims which he has to unvested stock options in the Company or affiliates, but retains, and does not hereby release, Executive’s rights and privileges with respect to the Vested Options. Executive hereby releases the Company, Univar N.V., and its affiliates, including without limitation Univar USA Inc. (formerly Vopak USA Inc.) and their respective officers, directors, and employees, from any and all claims, causes of action, and liability for damages of whatever kind, known or unknown, arising from or relating to Executive’s employment and separation from employment (“Released Claims”). Released Claims include claims (including claims to attorneys’ fees), damages, causes of action, and disputes of any kind whatsoever, including without limitation all claims for wages, employee benefits, and damages arising out of any: contracts, express or implied; tort; discrimination; wrongful termination; any federal, state, local, or other governmental statute or ordinance, including, without limitation Title VII of the Civil Rights Act of 1964, as amended, the Age Discrimination in Employment Act, as amended (“ADEA”), the Fair Labor Standards Act, the Washington Law Against Discrimination, the Washington Minimum Wage Act and the Employee Retirement Income Security Act of 1974, as amended (“ERISA”); and any other legal limitation on the employment relationship. Notwithstanding the foregoing, “Released Claims” do not include claims for breach or enforcement of this Agreement, claims that arise after the execution of this Agreement, claims to vested benefits under ERISA, workers’ compensation claims, claims challenging the validity of this Agreement under or any other claims that may not be released under this Agreement in accordance with applicable law. This waiver and release shall not apply to claims arising after Executive’s execution of this Release.

4. Executive represents and warrants that Executive has not filed any litigation based on any Released Claims. Executive covenants and promises never to file, press, or join in any lawsuit based on any Released Claim and agrees that any such claim, if filed by Executive, shall be dismissed, except that this covenant and promise does not apply to any claim of Executive challenging the validity of this Agreement in connection with claims arising under the ADEA. Executive represents and warrants that Executive is the sole owner of any and all Released Claims that Executive may have; and that Executive has not assigned or otherwise transferred Executive’s right or interest in any Released Claim.
5. Executive represents and warrants that Executive has turned over to Employer all property of Employer (except cell phone), including without limitation all files, memoranda, keys, manuals, equipment, data, records, and other documents, including electronically recorded documents and data that Executive received from Employer or its employees or that Executive generated in the course of employment with Employer.
6. Executive specifically agrees as follows:
a. Executive is knowingly and voluntarily entering into this Release;
b. Executive acknowledges that the Company is providing benefits in the form of payments and compensation, to which Executive would not otherwise be entitled in the absence of Executive’s entry into this Release, as consideration for Executive’s entering into this Release;
c. Executive is hereby advised by this Release to consult with an attorney prior to executing this Release;
d. Executive understands he has a period of at least twenty-one (21) days from the date a copy of this Release is provided to Executive in which to consider and sign the Release (during which the offer will remain open), and that Executive has an additional seven (7) days after signing this Release within which to revoke acceptance of the Release;
e. If during the twenty-one (21) day waiting period Executive should elect not to sign this Release, or during the seven (7) day revocation period Executive should revoke acceptance of the Release, then this Release shall be void and the effective date of this Release shall be the eighth day after Executive signs and delivers this Release, provided he has not revoked acceptance; and
f. Executive may accept this Agreement before the expiration of the twenty-one (21) days, in which case Executive shall waive the remainder of the 21-day waiting period.

7. Executive hereby acknowledges his obligation to comply with the obligations that survive termination of the Employment Agreement, including without limitation those obligations with respect to confidentiality, inventions and nonsolicitation.
8. With regard to the subject matter herein, this Release shall be interpreted pursuant to Washington law.

Executive:	
	
/s/ D. Beatty D’Alessandro	
(Signature)	

D. Beatty D’Alessandro	
Dated: 12-8-14	

Univar Inc.	
		
By:	 	/s/ J. Erik Fyrwald	
Title: Chief Executive Officer	
Dated: 12-8-14	

Exhibit 10.50
EXECUTION COPY
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (“Agreement”) is made this November 30, 2012 between Univar Inc., a Delaware corporation (“Univar Inc.”), and David E. Flitman (“Executive”).
RECITALS
A. Univar Inc., and Univar USA Inc., a Washington corporation, (collectively, “Univar”) are engaged in the chemical distribution business.
B. Univar wishes to employ Executive and Executive wishes to be employed by Univar in accordance with the terms and conditions set forth in this Agreement.
TERMS AND CONDITIONS
In consideration of the mutual covenants herein contained, and other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, Executive and Univar agree as follows:
1. Employment. As of November 30, 2012 (the “Effective Date”), Univar hereby agrees to employ Executive, and Executive agrees to be employed by Univar, as Executive Vice President, Univar Inc., and President, Univar USA Inc., a Washington corporation (“Univar USA”). Executive will report directly to the Chief Executive Officer of Univar Inc. Executive agrees to serve in the assigned position or in such other capacities as may be requested from time to time by the Chief Executive Officer or the Board of Directors of Univar Inc. (the “Board) as are consistent with his title and status. Executive’s responsibilities will include all those matters customarily assigned to a President and Executive Vice President, including as Executive Vice President of Univar Inc., leading the Global Supply Chain functions and the Latin America businesses. Executive will comply in all material respects with all rules, policies and procedures of Univar as modified from time to time to the extent that they are not inconsistent with this Agreement. Executive will perform all of Executive’s responsibilities in compliance with all applicable laws. During Executive’s employment, Executive will not engage in any other business activity that prevents Executive from carrying out Executive’s obligations under this Agreement, whether or not such activity is pursued for gain, profit or other pecuniary advantage.
2. Term of Employment. Employment under this Agreement shall be terminable at-will, and, in such case either Executive or Univar may terminate Executive’s employment at any time with or without Cause or Good Reason, as defined in this Agreement, and without notice, subject to the requirements set forth in Section 5. Any termination of Executive’s employment by Executive or Univar (other than death) shall be communicated by written notice of termination to the other party in accordance with Section 16 of this Agreement.

David E. Flitman Employment Agreement
Page 1					

3. Compensation. For the duration of Executive’s employment under this Agreement, Executive shall be entitled to compensation computed and paid pursuant to the following subparagraphs and subject to applicable withholdings and deductions:
3.1 Salary. Executive shall be paid a gross salary at the rate of $600,000 per year (the “Annual Base Salary”), with actual amounts paid to be prorated for the actual period of employment, payable in equal installments in accordance with Univar’s normal payroll practices. Univar may review Executive’s salary from time to time as part of a review of Executive’s performance and other relevant factors and may determine in its sole discretion whether any increase in salary shall be made. Any such increased amount shall thereafter be Executive’s “Annual Base Salary” for all purposes under this Agreement.
3.2 Annual Bonus. Beginning in 2013, Univar will provide Executive with the opportunity for annual cash bonus awards in accordance with its management incentive plans and the financial performance targets set for Executive thereunder (“Annual Bonus”), with a target amount equal to 100% (as may be increased at Univar’s discretion from time to time, the “Target Bonus Percentage”) of the Annual Base Salary (the target bonus as a percentage of Annual Base Salary, as in effect from time to time, is hereinafter referred to as the “Target Bonus”) and a maximum Annual Bonus equal to 200% of the Annual Base Salary. Any such increased amount shall thereafter be Executive’s “Target Bonus Percentage” for all purposes under this Agreement. Your bonus will be based on a combination of the financial results of Univar USA and the consolidated financial results of Univar. Any Annual Bonus payable thereunder shall be paid between January 1st and March 15th of the year immediately following the year to which such Annual Bonus relates. Executive’s 2012 Annual Bonus under the management incentive plan will be in the amount of $50,000.
4. Other Benefits.
4.1 Certain Benefits. Executive may participate in employee benefit programs established by Univar for personnel on a basis commensurate with Executive’s position and in accordance with Univar’s benefit plans and arrangements from time to time, including eligibility requirements, but nothing herein shall require the adoption or maintenance of any such plan.
4.2 Stock Options. On or about the Effective Date, Executive will be granted 600,000 stock options to purchase shares of Univar common stock pursuant to the Univar Inc. 2011 Stock Incentive Plan. The stock options will be non-qualified with an exercise price equal to the fair market value on the date of grant, and have a 10-year option term. The options will vest in equal annual installments over a period of four (4) years, beginning on the first anniversary date of the Effective Date, subject to Executive’s continued employment or acceleration of vesting on a termination under

David E. Flitman Employment Agreement
Page 2		-2-			

certain circumstances as provided in the applicable employee stock option agreement. The stock options will be granted pursuant to a form of employee stock option agreement as has been presented to Executive and agreed in connection with this Agreement (“Stock Option Agreement”).
4.3 Stock Purchase. Univar will cause Executive to be offered an opportunity to invest, and Executive desires and voluntarily agrees to invest, $1,000,000 in Univar’s shares. The terms of Executive’s investment will be set forth in a form of subscription agreement as has been presented to Executive and agreed in connection with this Agreement.
4.4. Vacation and Holidays. Executive shall be entitled to all public holidays observed by Univar. Vacation days shall be in accordance with the applicable provision of Univar’s vacation policy, provided, however, that Executive shall be granted not less than 20 vacation days per year.
4.5 Expenses. Univar shall reimburse Executive in accordance with Univar’s policies and procedures for reasonable expenses necessarily incurred in Executive’s performance of Executive’s duties against appropriate receipts and vouchers indicating the specific business purpose for each such expenditure. Executive shall be entitled to an automobile expense allowance subject to and in accordance with Univar policy. Univar will pay Executive a one-time allowance (grossed up for all taxes) for legal and financial planning (including negotiation and preparation of this Agreement and all agreements contemplated hereunder) in a gross amount not to exceed $15,000, which expenses shall be incurred not later than December 31, 2012 and paid to Executive in a manner that satisfies Internal Revenue Code Section 409A.
5. Termination. The following provisions shall apply upon termination of Executive’s employment under applicable circumstances as set forth below. Any amount payable to Executive under this Section 5 shall be subject to all applicable federal, state and local withholdings, or payroll or other taxes. Except as set forth in this Section 5, upon termination of employment, Executive shall not be entitled to further payments, severance or other benefits arising under this Agreement or from Executive’s employment with Univar or its termination, except as required by law.
5.1 By Univar with Cause or by Executive without Good Reason. If Univar terminates Executive’s employment for Cause or if Executive terminates Executive’s employment without Good Reason (and not due to Total Disability), Executive shall be paid (i) unpaid wages and unused accrued vacation earned through the termination date, (ii) all business expenses incurred through the date of termination and satisfying Section 4.5, and (iii) all accrued and vested benefits shall be payable in accordance with the applicable Univar employee benefit plans in which Executive is a participant (collectively, Executive’s “Accrued Benefits”).

David E. Flitman Employment Agreement
Page 3		-3-			

5.1.1. “Cause,” as used herein, shall mean Executive’s (i) willful and continued failure to perform his material duties (except where due to a physical or mental incapacity) with respect to Univar USA, or Univar Inc. or its Affiliates, which continues beyond fifteen (15) business days after a written demand for substantial performance is delivered to Executive by Univar, (ii) conviction of or plea of nolo contendere to (A) the commission of a felony by Executive, or (B) any misdemeanor that is a crime of moral turpitude, (iii) Executive’s willful and gross misconduct in connection with his employment duties, or (iv) breach of the non-competition, non-solicitation or confidentiality covenants to which Executive is subject hereunder. No act on Executive’s part shall be deemed “willful” unless done, or omitted to be done, by Executive not in good faith and without reasonable belief that such action was in the best interest of Univar. No failure of Executive or Univar to achieve performance goals, in and of itself, shall be treated as a basis for termination of Executive’s employment for Cause. Notwithstanding anything herein to the contrary, no termination shall be treated as for “Cause” (and any such termination shall instead be treated as without “Cause”) unless (1) Executive has been given not less than fifteen (15) business days’ written notice by the Board of its intention to terminate Executive’s employment for Cause, such notice to state in detail the particular act or acts or failure or failures to act that constitute the grounds on which the proposed termination for Cause is based (the “Board Notice”), (2) the Board Notice is delivered not later than sixty (60) days after the Board’s learning of such act or acts or failure or failures to act, and (3) the Board has thereafter provided Executive with a copy of a resolution duly adopted by the Board (after Executive has been given a reasonable opportunity, together with counsel, to be heard before the Board) confirming that, in its judgment, grounds for Cause on the basis of the original notice exist, and no cure was timely effected.
5.1.2. “Good Reason,” as used herein, shall mean (i) a material reduction in Executive’s Annual Base Salary or a material reduction in his annual incentive compensation opportunity, in each case other than (a) any isolated or inadvertent failure by Univar that is not in bad faith and is cured within thirty (30) business days after Executive gives Univar notice of such event and (b) a reduction which is applicable on the same proportionate basis to all employees in the same salary grade as Executive; or (ii) a material diminution in Executive’s title, duties and responsibilities, other than any isolated or inadvertent failure by Univar that is not in bad faith and is cured within thirty (30) business days after Executive gives Univar notice of such event; (iii) a transfer of Executive’s primary workplace by more than thirty-five (35) miles from his current workplace on the Effective Date; or (iv) the failure of a successor to have assumed this Agreement in connection with any sale of the business, where such assumption does not occur by operation of law; provided, that in order for an event described in this Section 5.1.2 to constitute Good Reason, Executive must provide notice to Univar (in accordance with Section 16 of this Agreement) within ninety (90) business days of his knowledge of the initial existence of such event.
5.2 By Univar other than for Cause or Total Disability or by Executive for Good Reason. If Univar terminates Executive’s employment other than for Cause, death or Total Disability, or if Executive terminates Executive’s employment for Good Reason in the absence of Cause or Total Disability, Univar shall pay to Executive the amounts and benefits described in Sections 5.2.1, 5.2.2 and 5.2.3; provided,

David E. Flitman Employment Agreement
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however, that Executive’s entitlement to the amounts described in Sections 5.2.2 and 5.2.3 is conditioned upon Executive executing and not revoking a release substantially in the form attached as Exhibit A (the “Release”) within the applicable twenty-eight (28) or fifty-two (52) day time period provided for therein (the “Applicable Release Period”), subject to reasonable revisions based on the particular circumstances of the termination not imposing any greater restrictions on Executive than apply under any agreement in effect on the date of such termination (including this Agreement and the Stock Option Agreement); provided, however, that in any case where the first and last days of the Applicable Release Period are in two separate taxable years, any payments required to be made to Executive that are treated as deferred compensation for purposes of Code Section 409A shall be made in the later taxable year, within 15 days following the conclusion of the Applicable Release Period.
5.2.1 Executive’s Accrued Benefits;
5.2.2 A severance payment, payable in a lump sum payment not later than fifteen (15) days following the expiration of the Applicable Release Period (subject to the foregoing proviso), an amount equal to one and one-half (1.5) times the sum of: (A) the Annual Base Salary plus (B) the Target Bonus Percentage multiplied by the Annual Base Salary; and
5.2.3 A prorated bonus for the year of termination, payable in a lump sum at the time such payment would be paid in accordance with Univar’s then current management incentive plan, equal to the product of (A) the Target Bonus that would have been earned had Executive remained employed until the end of the year of termination multiplied by (B) a fraction (i) the numerator of which is the number of days Executive was employed during the year in which Executive’s employment terminates and (ii) the denominator of which is 365 (the “Prorated Bonus”).
5.3 Total Disability. If Univar or Executive terminates Executive’s employment due to Executive’s Total Disability, Univar shall pay to Executive his Accrued Benefits and the Prorated Bonus. “Total Disability” as used herein shall have the same meaning as the term “Total Disability” as used in Univar’s long-term disability policy in effect at the time of termination, if one exists. If Univar does not have a long-term disability policy in effect at such time, the term “Total Disability” shall mean Executive’s inability (with or without such accommodation as may be required by law protecting persons with disabilities) to perform the essential functions of Executive’s duties hereunder for a period aggregating to ninety (90) calendar days in a twelve (12) month period, provided, however, that this period may be extended in the sole discretion of the Board.
5.4 Death. If Executive’s employment terminates due to death, Univar shall pay to Executive’s estate the Executive’s Accrued Benefits and the Prorated Bonus.

David E. Flitman Employment Agreement
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6. Confidential Information
6.1 Executive recognizes that the success of Univar and its current or future Affiliates (as defined below in this Section 6) depends upon the protection of information or materials that are designated as confidential and/or proprietary at the time of disclosure or should, based on their nature or the circumstances surrounding such disclosure, reasonably be deemed confidential including, without limitation, information to which Executive has access while employed by Univar whether recorded in any medium or merely memorized (all such information being “Confidential Information”). “Confidential Information” includes without limitation, and whether or not such information is specifically designated as confidential or proprietary: all business plans and marketing strategies; information concerning existing and prospective markets, suppliers, and customers; financial information; information concerning the development of new products and services; and technical and non-technical data related to software programs, designs, specifications, compilations, inventions (as defined in Section 8.1), improvements, patent applications, studies, research, methods, devices, prototypes, processes, procedures and techniques. Confidential Information expressly includes information provided to Univar or Affiliates by third parties under circumstances that require them to maintain the confidentiality of such information. Notwithstanding the foregoing, Executive shall have no confidentiality obligation with respect to disclosure of any Confidential Information that (a) was, or at any time becomes, available in the public domain other than through a violation of this Agreement or (b) Executive can demonstrate by written evidence was furnished to Executive by a third party in lawful possession thereof and who was not under an obligation of confidentiality to Univar or any of its Affiliates.
6.2 Executive agrees that during Executive’s employment and after termination of employment irrespective of cause, Executive will use Confidential Information only for the benefit of Univar and its Affiliates and will not directly or indirectly use or divulge, or permit others to use or divulge, any Confidential Information for any reason, except as required in Executive’s reasonable business judgment to discharge his duties hereunder or as authorized by Univar or its Affiliates. Notwithstanding the foregoing, Executive may disclose Confidential Information as required pursuant to an order or requirement of a court, administrative agency or other government body, provided Executive has notified Univar or the applicable Affiliate immediately after receipt of such order or requirement and allowed Univar and/or the Affiliate a meaningful opportunity to apply for protective measures.
6.3 Executive hereby assigns to Univar any rights Executive may have or acquire in such Confidential Information and acknowledges that all Confidential Information shall be the sole property of Univar and/or its Affiliates or their assigns.
6.4 There are no rights granted or any understandings, agreements or representations between the parties hereto, express or implied, regarding Confidential Information that are not specified herein, other than those set forth in the anticipated Stock Option Agreement.

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6.5 Executive’s obligations under this Section 6, and the anticipated Stock Option Agreement, are in addition to any obligations that Executive has under state or federal law.
6.6 Executive agrees that in the course of Executive’s employment with Univar, Executive will not violate in any way the rights that any entity, including former employers, has with regard to trade secrets or proprietary or confidential information.
6.7 For purposes of this Agreement, the term “Affiliate” means any entity currently existing or subsequently organized or formed that directly or indirectly controls, is controlled by or is under common control with Univar Inc., whether through ownership of voting securities, by contract or otherwise.
6.8 Executive’s obligations under this Section 6 are indefinite in term and shall survive the termination of Executive’s employment.
7. Return of Univar Property. Executive acknowledges that all tangible items containing any Confidential Information, including without limitation memoranda, photographs, records, reports, manuals, drawings, blueprints, prototypes, notes, documents, drawings, specifications, software, media and other materials, including any copies thereof (including electronically recorded copies), are the exclusive property of Univar or its applicable Affiliate, and Executive shall deliver to Univar all such material in Executive’s possession or control upon Univar’s request and in any event upon the termination of Executive’s employment with Univar. Executive shall also return any keys, equipment, identification or credit cards, or other property belonging to Univar or its Affiliates upon termination or request. Executive’s cellular telephone number is his personal property.

					
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8. Inventions.
8.1 Executive understands and agrees that all Inventions are the exclusive property of Univar. As used in this Agreement, “Inventions” shall include without limitation ideas, discoveries, developments, concepts, inventions, original works of authorship, trademarks, mask works, trade secrets, ideas, data, information, know-how, documentation, formulae, results, prototypes, designs, methods, processes, products, formulas and techniques, improvements to any of the foregoing, and all other matters ordinarily intended by the words “intellectual property,” whether or not patentable, copyrightable, or otherwise able to be registered, which are developed, created, conceived of or reduced to practice by Executive, alone or with others, during Executive’s employment with Univar or Affiliates (whether or not during working hours) or within three (3) months thereafter and related to Univar’s then existing or proposed business. In recognition of Univar’s ownership of all Inventions, Executive shall make prompt and full disclosure to Univar of, will hold in trust for the sole benefit of Univar, and (subject to Section 8.2 below) hereby assigns, and agrees to assign in the future, exclusively to Univar all of Executive’s right, title, and interest in and to any and all such Inventions.
8.2 NOTICE REQUIRED BY REVISED CODE OF WASHINGTON 49.44.140 : Executive understands that Executive’s obligation to assign inventions shall not apply to any inventions for which no equipment, supplies, facilities, or trade secret information of Univar was used and that was developed entirely on Executive’s own time, unless (a) the invention relates (i) directly to the business of Univar, or (ii) to Univar’s actual or demonstrably anticipated research or development, or (b) the invention results from any work performed by Executive for Univar.
8.3 To the extent any works of authorship created by Executive made within the scope of employment may be considered “works made for hire” under United States copyright laws, they are hereby agreed to be works made for hire. To the extent any such works do not qualify as a “work made for hire” under applicable law, and to the extent they include material subject to copyright, Executive hereby irrevocably and exclusively assigns and conveys all rights, title and interests in such works to Univar subject to no liens, claims or reserved rights. Executive hereby waives any and all “moral rights” that may be applicable to any of the foregoing, for any and all uses, alterations, and exploitation thereof by Univar, or its Affiliates, or their successors, assignees or licensees. To the extent that any such “moral rights” may not be waived in accordance with law, Executive agrees not to bring any claims, actions or litigation against Univar, its Affiliates, or their successors, assignees or licensees, based on or to enforce such rights. Without limiting the preceding, Executive agrees that Univar may in its discretion edit, modify, recast, use, and promote any such works of authorship, and derivatives thereof, with or without the use of Executive’s name or image, without compensation to Executive other than that expressly set forth herein.

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8.4 Executive hereby waives and quitclaims to Univar any and all claims of any nature whatsoever that Executive now or hereafter may have for infringement of any patent or patents from any patent applications for any Inventions. Executive agrees to cooperate fully with Univar and take all other such acts requested by Univar (including signing applications for patents, assignments, and other papers, and such things as Univar may require) to enable Univar to establish and protect its ownership in any Inventions and to carry out the intent and purpose of this Agreement, during Executive’s employment or thereafter. If Executive fails to execute such documents by reason of death, mental or physical incapacity or any other reason, Executive hereby irrevocably appoints Univar and its officers and agents as Executive’s agent and attorney-in-fact to execute such documents on Executive’s behalf.
8.5 Executive agrees that there are no Inventions made by Executive prior to Executive’s employment with Univar and belonging to Executive that Executive wishes to have excluded from this Section 8 (the “Excluded Inventions”). If during Executive’s employment with Univar, Executive uses in the specifications or development of, or otherwise incorporates into a product, process, service, technology, or machine of Univar or its Affiliates, or otherwise uses any invention, proprietary know-how, or other intellectual property in existence before the Effective Date owned by Executive or in which Executive has any interest (“Existing Know-How”), Univar or its Affiliates, as the case may be, is hereby granted and shall have a non-exclusive, royalty-free, fully paid up, perpetual, irrevocable, worldwide right and license under the Existing Know-How (including any patent or other intellectual property rights therein) to make, have made, use, sell, reproduce, distribute, make derivative works from, publicly perform and display, and import, and to sublicense any and all of the foregoing rights to that Existing Know-How (including the right to grant further sublicenses) without restriction as to the extent of Executive’s ownership or interest, for so long as such Existing Know-How is in existence and is licensable by Executive.
9. Nonsolicitation and Noncompetition.
9.1 During Executive’s employment with Univar, and for a period expiring eighteen (18) months after the termination of Executive’s employment, regardless of the reason, if any, for such termination, Executive shall not, in the United States, Western Europe, Canada or Latin America, directly or indirectly:
9.1.1 solicit or entice away or in any other manner persuade or attempt to persuade any officer, employee, consultant or agent of Univar or any of its Affiliates to alter or discontinue his or her relationship with Univar, or its Affiliates;
9.1.2 solicit from any person or entity that was a customer of Univar or any of its Affiliates during Executive’s employment with Univar, any business of a type or nature similar to the business of Univar or any of its Affiliates with such customer;
9.1.3 solicit, divert, or in any other manner persuade or attempt to persuade any supplier of Univar or any of its Affiliates to discontinue its relationship with Univar or its Affiliates;

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9.1.4 solicit, divert, take away or attempt to solicit, divert or take away any customers of Univar or its Affiliates; or
9.1.5 engage in or participate in the chemical distribution or logistics business.
9.2 Nothing in Section 9.1 limits Executive’s ability to hire an employee of Univar or any of its Affiliates in circumstances under which such employee first contacts Executive regarding employment and Executive does not violate any of Sections 9.1.1, 9.1.2, 9.1.3, 9.1.4 or 9.1.5 herein.
9.3 Univar and Executive agree that the provisions of this Section 9 do not impose an undue hardship on Executive and are not injurious to the public; that this provision is necessary to protect the business of Univar and its Affiliates; that the nature of Executive’s responsibilities with Univar under this Agreement provide and/or will provide Executive with access to Confidential Information that is valuable and confidential to Univar and its Affiliates; that Univar would not employ Executive if Executive did not agree to the provisions of this Section 9; that this Section 9 is reasonable in terms of length of time and scope; and that adequate consideration supports this Section 9. In the event that a court determines that any provision of this Section 9 is unreasonably broad or extensive, Executive agrees that such Court should narrow such provision to the extent necessary to make it reasonable and enforce the provision as narrowed.
10. Remedies. Notwithstanding any other provisions of this Agreement regarding dispute resolution, including Section 10, Executive agrees that Executive’s violation of any of Sections 6, 7, 8 or 9 of this Agreement would cause Univar or its Affiliates irreparable harm which would not be adequately compensated by monetary damages and that an injunction may be granted by any court or courts having jurisdiction, restraining Executive from violation of the terms of this Agreement, upon any breach or threatened breach of Executive of the obligations set forth in any of Sections 6, 7, 8 or 9. The preceding sentence shall not be construed to limit Univar or its Affiliates from any other relief or damages to which it may be entitled as a result of Executive’s breach of any provision of this Agreement, including Sections 6, 7, 8 or 9.
11. Venue. Except for proceedings for injunctive relief, the venue of any litigation arising out of Executive’s employment with Univar or interpreting or enforcing this Agreement shall lie in a court of appropriate jurisdiction in King County, Washington.
12. Fees. The prevailing party will be entitled to its costs and attorneys’ fees incurred in any litigation relating to the interpretation or enforcement of this Agreement.
13. Disclosure. Executive agrees fully and completely to reveal the terms of Sections 6, 7, 8 or 9 of this Agreement, as well as the restrictive covenants in the anticipated Stock Option Agreement, to any future employer or business contacts of Executive and authorizes Univar and its Affiliates, at their election, to make such disclosure.

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14. Representation of Executive. Executive represents and warrants to Univar that Executive is free to enter into this Agreement and has no commitment, arrangement or understanding to or with any party that restrains or is in conflict with Executive’s performance of the covenants, services and duties provided for in this Agreement. Executive shall not in the course of Executive’s employment violate any obligation that Executive may owe any third party, including former employers.
15. Assignability. During Executive’s employment, this Agreement may not be assigned by either party without the written consent of the other; provided, however, that Univar may assign its rights and obligations under this Agreement without Executive’s consent to any of its Affiliates or to a successor by sale, merger or liquidation, if such successor carries on the business substantially in the form in which it is being conducted at the time of the sale, merger or liquidation and notwithstanding anything in this Agreement, such assignment and Executive’s transfer of employment thereunder shall not be deemed a termination of employment under Section 5.2 of this Agreement. This Agreement is binding upon Executive, Executive’s heirs, personal representatives and permitted assigns and on Univar, its successors and assigns. In the event of Executive’s death, all accrued and vested amounts owing to Executive immediately prior to his death (including under Section 5) shall be paid to the legal representative of his estate.
16. Notices. Any notice required or permitted to be given hereunder is sufficient if in writing and delivered by e-mail, by hand, by facsimile or by registered or certified mail, at a valid address of the Executive on file with Univar, or in the case of Univar at the address of its principal executive offices attention to the General Counsel, or such other address as may be provided to each party by the other, and shall be considered given upon receipt except that any notice by registered or certified mail shall be considered given three (3) business days after the date of deposit thereof in the U.S. mail.
17. Severability. If any provision of this Agreement or compliance by any of the parties with any provision of this Agreement constitutes a violation of any law, or is or becomes unenforceable or void, then such provision, to the extent only that it is in violation of law, unenforceable or void, shall be deemed modified to the extent necessary so that it is no longer in violation of law, unenforceable or void, and such provision will be enforced to the fullest extent permitted by law. If such modification is not possible, said provision, to the extent that it is in violation of law, unenforceable or void, shall be deemed severable from the remaining provisions of this Agreement, which provisions will remain binding on the parties.

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18. Waivers. No failure on the part of either party to exercise, and no delay in exercising, any right or remedy hereunder will operate as a waiver thereof; nor will any single or partial waiver of a breach of any provision of this Agreement operate or be construed as a waiver of any subsequent breach; nor will any single or partial exercise of any right or remedy hereunder preclude any other or further exercise thereof or the exercise of any other right or remedy granted hereby or by law.
19. Governing Law. The validity, construction and performance of this Agreement shall be governed by the laws of the State of Washington without regard to the conflicts of law provisions of such laws.
20. Survival. Notwithstanding anything to the contrary in this Agreement, the obligations of this Agreement shall survive a termination of this Agreement or the termination of Executive’s employment with Univar, except for obligations under Sections 1, 2, 3 and 4.
21. Entire Agreement. This instrument, and all agreements contemplated hereunder, contain the entire agreement of Executive and Univar with respect to the subject matter herein and supersedes all prior such agreements and understandings, and there are no other such representations or agreements other than as stated in this Agreement related to the terms and conditions of Executive’s employment with Univar. This Agreement may be changed only by an agreement in writing signed by the party against whom enforcement of any waiver, change, modification, extension or discharge is sought, and any such modification agreed to by Univar must, in order to be binding upon Univar, be signed by the Chief Executive Officer of Univar Inc. or a person delegated authority by the Board.
22. Executive’s Recognition of Agreement. Executive acknowledges that Executive has read and understood this Agreement and agrees that its terms are necessary for the reasonable and proper protection of the business of Univar and its Affiliates. Executive acknowledges that Executive has been advised by Univar that Executive is entitled to have this Agreement reviewed by an attorney of his selection, at Executive’s expense, prior to signing, and that Executive has either done so or elected to forgo that right.
23. Delayed Payment under certain Circumstances. Notwithstanding anything in this Agreement to the contrary, to the extent required to avoid an additional income tax under Internal Revenue Code Section 409A, the payment of any compensation pursuant to Sections 5.2.2, 5.2.3, 5.3 or 5.4, due to Executive’s separation from service shall be delayed for a period of six (6) months if Executive is a “specified employee” as defined in Internal Revenue Code Section 409A(a)(2)(B)(i). In such a circumstance, the payments that would otherwise have been made during such six (6) month period will be paid on the six-month anniversary of Executive’s separation from service (or promptly upon any earlier death of Executive).
24. Indemnification; Insurance. Univar shall indemnify Executive and hold him harmless to the fullest extent permitted by the certificate of incorporation and bylaws of Univar and applicable law. Executive shall be an insured, during his employment and at all times thereafter during which Executive may be subject to any liability for which Executive may be indemnified above, under any contract of officers and directors liability insurance of Univar that insures officers of Univar.

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25. Inconsistency. This Agreement and the anticipated Stock Option Agreement shall be interpreted in a manner that avoids any conflict and allows both agreements to be given full effect and enforcement. If there is any unavoidable conflict between any provision(s) of this Agreement and any other plan, program, practice or agreement in which Executive is a party or a participant (including the Stock Option Agreement), and which inconsistency hereunder is adverse to Executive, this Agreement shall control unless such other plan, program, practice or agreement specifically refers to an applicable provision of this Agreement as not controlling.

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IN WITNESS WHEREOF , the parties have duly signed and delivered this Agreement as of the day and year first above written.

UNIVAR INC.	
		
By		/s/ J. Erik Fyrwald	
		J. Erik Fyrwald	
		President & Chief Executive Officer	
	
EXECUTIVE	
	
/s/ David E. Flitman	
David E. Flitman	

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EXHIBIT A
UNIVAR INC.
RELEASE
This Release (“Release”) is entered into by                     (“Executive”) with respect to the termination of the employment relationship between Executive and Univar Inc. (the “Company”).
1. Executive’s last day of employment with the Company was                     (“Termination Date”). Executive shall not seek future employment or any right to future employment with the Company, its parent or any of its affiliates.
2. Executive has been provided all compensation and benefits earned Executive by virtue of Executive’s employment with the Company, except to the extent that Executive may still be owed salary earned during the last pay period prior to the Termination Date and accrued unused vacation, and excluding amounts Executive may be eligible to receive pursuant to Section 5.2 of the Employment Agreement between Executive and the Company dated                     (“Employment Agreement”).
3. As consideration for the obligations undertaken by the Company pursuant to the Employment Agreement, including without limitation Section 5.2 thereof, Executive hereby releases the Company and its affiliates, including without limitation Univar USA Inc., and their respective officers, directors, and employees, from any and all claims, causes of action, and liability for damages of whatever kind, known or unknown, arising from or relating to Executive’s employment and separation from employment (“Released Claims”). Released Claims include claims (including claims to attorneys’ fees), damages, causes of action, and disputes of any kind whatsoever, including without limitation all claims for wages, employee benefits, and damages arising out of any: contracts, express or implied (including the Employment Agreement); tort; discrimination; wrongful termination; any federal, state, local, or other governmental statute or ordinance, including, without limitation Title VII of the Civil Rights Act of 1964, as amended, the Age Discrimination in Employment Act, as amended (“ADEA”), the Fair Labor Standards Act, the Washington Law Against Discrimination, the Washington Minimum Wage Act and the Employee Retirement Income Security Act of 1974, as amended (“ERISA”); and any other legal limitation on the employment relationship. Notwithstanding the foregoing, “Released Claims” do not include claims for breach or enforcement of this Release, claims by Executive challenging the validity of this Release in connection with claims arising under the ADEA, claims that arise after the execution of this Release, claims to vested benefits under ERISA, workers’ compensation claims, or any other claims that may not be released under this Release in accordance with applicable law. Additionally, “Released Claims” do not include any claims under Section 24 of the Employment Agreement (Indemnification) and under any directors and officers liability insurance under which Executive is covered as an insured or any claims as a shareholder of the Company.

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4. Executive represents and warrants that Executive has not filed any litigation based on any Released Claims. Executive covenants and promises never to file, press, or join in any lawsuit based on any Released Claim and agrees that any such claim, if filed by Executive, shall be dismissed, except that this covenant and promise does not apply to any claim of Executive challenging the validity of this Release in connection with claims arising under the ADEA. Moreover, while nothing in this Agreement restricts Executive from bringing before any fair employment practices agencies matters for which such agencies have jurisdiction, or cooperating in any investigation by any such agency, Executive covenants and promises that he waives, releases, and shall not accept any benefits of any administrative or agency action. Executive represents and warrants that Executive is the sole owner of any and all Released Claims that Executive may have; and that Executive has not assigned or otherwise transferred Executive’s right or interest in any Released Claim.
5. Executive represents and warrants that Executive has turned over to the Company all property of the Company and its affiliates, including without limitation all files, memoranda, keys, manuals, equipment, data, records, and other documents, including electronically recorded documents and data that Executive received from the Company or its affiliates or that Executive generated in the course of employment with the Company.
6. Executive specifically agrees as follows:
a. Executive has carefully read this Release [ (if applicable ), including the attached Exhibit A setting forth various disclosures regarding the applicable separation program as required by the ADEA,] and finds that it is written in a manner that Executive understands;
b. Executive is knowingly and voluntarily entering into this Release;
c. Executive acknowledges that the Company is providing benefits in the form of payments and compensation, to which Executive would not otherwise be entitled in the absence of Executive’s entry into this Release, as consideration for Executive’s entering into this Release;
d. Executive understands that this Release is waiving any potential claims under the ADEA and other discrimination statutes, except as provided in this Release;
e. Executive is hereby advised by this Release to consult with an attorney prior to executing this Release and has done so or has knowingly and voluntarily waived the right to do so;

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f. Executive understands he has a period of at least [twenty-one (21)] [forty-five (45)] days from the date a copy of this Release is provided to Executive in which to consider and sign the Release (during which the offer will remain open), and that Executive has an additional seven (7) days after signing this Release within which to revoke acceptance of the Release;
g. If during the [twenty-one (21)] [forty-five (45)]day waiting period Executive should elect not to sign this Release, or during the seven (7) day revocation period Executive should revoke acceptance of the Release, then this Release shall be void; the effective date of this Release shall be the eighth day after Executive signs and delivers this Release, provided he has not revoked acceptance; and
h. Executive may accept this Release before the expiration of the [twenty-one (21)] [forty-five (45)] days, in which case Executive shall waive the remainder of the [twenty-one (21)-day] [forty-five (45)-day] waiting period.
7. Executive hereby acknowledges his obligation to comply with any and all obligations that survive the termination of his employment with the Company pursuant to the Employment Agreement and/or operation of law, including without limitation obligations with respect to confidentiality, assignment of inventions, non-competition and non-solicitation.
8. Section 3 of this Release is integral to its purpose and may not be severed from this Release. In the event that any other provision of this Release shall be found to be unlawful or unenforceable, such provision shall be deemed narrowed to the extent required to make it lawful and enforceable. If such modification is not possible, such provision shall be severed from the Release and the remaining provisions shall remain fully valid and enforceable to the maximum extent consistent with applicable law. To the extent any terms of this Release are put into question, all provisions shall be interpreted in a manner that would make them consistent with current law.
9. With regard to the subject matter herein, this Release shall be interpreted pursuant to Washington law.
Executive:

 
(Signature)	

(Print Name)	
		
Dated:		 	

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Exhibit 10.51
EXECUTION VERSION
AMENDED AND RESTATED EMPLOYMENT AGREEMENT
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (“Amended Agreement”) is made this 1 st day of February, 2014 (the “Effective Date”), between Univar Inc., a Delaware corporation (“Univar”), and Mark J. Byrne (“Executive”).
RECITALS
A. Univar is engaged in the chemical distribution business.
B. Univar established a new business unit called BCS. Univar anticipates that the BCS business will focus on the following products: caustic soda, KOH, sodium hypochlorite (bleach), chlorine, HCl, sulfuric acid, sodium bisulfite and blends of these products (the “BCS Products”).
C. Univar established a “BCS Supervisory Board” to address strategy, performance and customer and supplier issues pertaining to the BCS business.
D. Univar entered into an Employment Agreement with Executive on January 31, 2013 (effective February 4, 2013) pursuant to which it engaged Executive to assist in the establishment of the BCS business and to serve as the Chairman of the BCS Supervisory Board (the “Employment Agreement”).
E. Univar and Executive wish to amend the terms of the Employment Agreement as of the Effective Date by entering into this Amended Agreement to replace the Employment Agreement.
TERMS AND CONDITIONS
In consideration of the mutual covenants herein contained, and other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, Executive and Univar agree as follows:
1. Employment.
1.1 Employment and Title. As of the Effective Date, Univar hereby agrees to employ Executive (either directly or through an Affiliate, as defined below in Section 6.7), and Executive agrees to be employed by Univar (or an Affiliate), as the Chairman of the Univar Commodities Oversight Board. In this role, Executive will report directly to the Chief Executive Officer of Univar. This Amended Agreement amends and restates, as of the Effective Date, in its entirety the Employment Agreement (which shall be of no further force or effect as of the Effective Date).
1.2 Work Location. Executive shall work from Executive’s home office in California, with travel as mutually agreed upon by Executive and Univar.

Mark J. Byrne Amended and Restated Employment Agreement		1	

1.3 Duties. Executive agrees to perform the duties and services pertaining to the Chairman position, which shall be mutually agreed upon by Executive and Univar but which are not expected to exceed five (5) days per month. While Executive shall be responsible for performing such duties and services, Executive shall not be required to work a specific number of days per month and shall have sole discretion as to the scheduling of his work and travel for Univar. Univar and Executive shall work cooperatively and in good faith to establish duties and objectives for Executive that are consistent with his position as a non-executive Chairman and his flexible work schedule, and such duties shall consist solely of providing guidance or advice to operating executives, and shall not include any operating or supervisory responsibilities. Executive understands and agrees that the compensation specified in this Amended Agreement fully compensates him for all hours worked for Univar, except that Executive shall receive additional compensation for any duties performed as a member of the Univar Board of Directors.
1.4 Expectations. Executive shall follow the reasonable instructions of the Chief Executive Officer of Univar and will comply in all material respects with all rules, policies and procedures of Univar as modified from time to time to the extent that they are not inconsistent with this Amended Agreement. Executive will perform all of Executive’s responsibilities in compliance with all applicable laws. Univar recognizes and agrees that Executive may engage in outside activities unrelated to his employment with Univar or an Affiliate pursuant to this Amended Agreement, including by way of example and without limitation service on one or more boards of directors of charitable, research and/or educational institutions or for profit businesses subject to the following proviso; provided, however, that Executive shall not engage in any other business activity while employed pursuant to this Amended Agreement that prevents him from carrying out his obligations under this Amended Agreement or otherwise conflicts with such obligations, whether or not such activity is pursued for gain, profit or other pecuniary advantage.
2. Term. Univar anticipates that Executive will remain employed pursuant to this Amended Agreement through December 31, 2014. Unless Executive’s employment is terminated earlier pursuant to Section 5 below, this Amended Agreement and Executive’s employment shall automatically terminate at the close of business on December 31, 2014. Notwithstanding the foregoing, Executive’s employment pursuant to this Amended Agreement shall be terminable at-will, and, in such case either Executive or Univar may terminate Executive’s employment at any time with or without Cause or Good Reason, as defined in this Amended Agreement, and without notice, subject to the requirements set forth below in Section 5. Any termination of Executive’s employment by Executive or Univar (other than by death) shall be communicated by written notice of termination to the other party in accordance with Section 16 of this Amended Agreement.

Mark J. Byrne Amended and Restated Employment Agreement		2	

3. Compensation. For the duration of Executive’s employment under this Amended Agreement, Executive shall be entitled to compensation computed and paid pursuant to the following subparagraphs and subject to applicable withholdings and deductions:
3.1 Salary . Executive shall be paid a gross salary at the rate of $300,000 per year (the “Annual Base Salary”), with actual amounts paid to be prorated for the actual period of employment and payable in equal installments in accordance with Univar’s normal payroll practices. Univar may review Executive’s salary from time to time as part of a review of Executive’s performance and other relevant factors, including roles and responsibilities, and may determine in its sole discretion whether any increase in the Annual Base Salary shall be made. For clarity, Executive shall continue to receive the Annual Base Salary under the Employment Agreement until the Effective Date of this Amended Agreement.
3.2 Annual Bonus . Univar will provide Executive with the opportunity for annual cash bonus awards in accordance with its management incentive plans and the financial performance targets set for Executive thereunder which shall be based on the performance of Univar versus the annual operating plan for Univar and shall be based upon the same metrics and criteria upon which the annual cash bonus of the chief executive officer is based (“Annual Bonus”), with a target amount equal to 100% of the Annual Base Salary (the target bonus as a percentage of Annual Base Salary for calendar year 2014, as in effect from time to time, is hereinafter referred to as the “Target Bonus”), and a maximum Annual Bonus equal to 200% of the Annual Base Salary in the event of overperformance of Univar versus the annual operating plan. Except as provided in Section 5.2.3, Executive’s Annual Bonus for 2014, if any, shall be prorated based on the percentage of the calendar year 2014 that Executive is employed pursuant to this Amended Agreement. Any Annual Bonus payable pursuant to the management incentive plan shall be paid between January 1st and March 15th of the year immediately following the year to which such Annual Bonus relates. The specific financial performance targets for 2014 will be mutually agreed upon by Executive and Univar within sixty (60) days after the Effective Date. In addition, Executive shall receive, not later than March 15, 2014, an Annual Bonus (as defined in the Employment Agreement) for 2013 in the amount of $554,736 and no Incentive Bonus (as defined in the Employment Agreement) for 2013.
3.3 Equity Purchase Opportunity . Executive shall have the opportunity (but not the obligation) to purchase up to 100,000 shares of Univar common stock at a purchase price of the Fair Market Value (as defined in the Equity Plan, and as reflected in the valuation of the common stock as of December 31, 2013 performed by an independent valuation firm in compliance with Section 409A) per share, such opportunity to be exercisable within four (4) weeks of the Effective Date (the “Equity Purchase Opportunity”). The terms and conditions and definitive agreements for the Equity Purchase Opportunity shall be substantially the same as the terms and conditions and definitive agreements of other senior executive purchases of Univar stock (including the applicable Subscription Agreement), and the Equity Purchase Opportunity shall be subject to the 2011 Univar Stock Incentive Plan (as amended, the “Equity Plan”) and the applicable Univar Stockholder Agreements.

Mark J. Byrne Amended and Restated Employment Agreement		3	

3.4 Stock Options. No later than ten (10) days following the Effective Date, the Company shall grant Executive options to purchase 500,000 shares of Univar common stock at a strike price equal to the Fair Market Value (as defined in the Equity Plan, and as reflected in the valuation of the common stock as of December 31, 2013 performed by an independent valuation firm in compliance with Section 409A) per share, vesting in twelve (12) equal installments on the last day of each calendar month of 2014 (the “Stock Options”). Except for the vesting schedule, the Stock Options shall be reflected in a Stock Option Agreement substantially the same as those of other options grants to Univar senior executives and shall be subject to the 2011 Univar Stock Incentive Plan (together with the documents referenced in Section 3.3, the “Equity Documents”) but excluding any additional noncompete or nonsolicit restrictions on the Executive.
4. Other Benefits.
4.1 Certain Benefits. With regard to medical, dental and vision insurance coverage, Univar shall continue to honor its obligations to Executive pursuant to Section 3 of the Separation Agreement between Executive and Univar dated September 30, 2011 (the “2011 Separation Agreement”) and no provision of this Amended Agreement or the employment of Executive hereunder shall modify or limit in any way Executive’s rights under the 2011 Separation Agreement. Executive may also participate in employee benefit programs established by Univar for personnel on a basis commensurate with Executive’s position and in accordance with and subject to the terms of Univar’s benefit plans and arrangements from time to time, including eligibility requirements, but nothing herein shall require the adoption, maintenance or modification of any such plan. Provided, however, that given Executive’s home-office work location, Executive will not be provided a car allowance.
4.2 Vacation and Holidays. Executive shall be entitled to all public holidays observed by Univar. Given Executive’s flexible work schedule and home office, Executive shall not be eligible for vacation days in accordance with the vacation policy applicable to regular employees of Univar.
4.3 Expenses. Univar shall reimburse Executive in accordance with Univar’s policies and procedures for reasonable expenses necessarily incurred in Executive’s performance of Executive’s duties against appropriate receipts and vouchers indicating the specific business purpose for each such expenditure. Univar will pay Executive a one-time allowance for legal and financial expenses incurred in the negotiation and preparation of this Amended Agreement in a gross amount not to exceed $10,000, which expenses shall be incurred not later than February 15, 2014 and paid to Executive within thirty (30) days of presentation of documentation evidence of the same in a manner that satisfies Internal Revenue Code Section 409A. In addition to Executive’s regular work-related travel expenses, Univar will pay the travel expenses of Executive’s spouse when she travels for the purposes of accompanying and/or visiting Executive when he travels in furtherance of his work for Univar.

Mark J. Byrne Amended and Restated Employment Agreement		4	

5. Termination. The following provisions shall apply upon termination of Executive’s employment under applicable circumstances as set forth below. Any amount payable to Executive under this Section 5 shall be subject to all applicable federal, state and local withholdings and deductions. Except as set forth in this Section 5, upon termination of employment, Executive shall not be entitled to further payments, severance or other benefits arising under this Amended Agreement or from Executive’s employment or its termination, except as required by law. For purposes of this Amended Agreement, to the extent required by Internal Revenue Code Section 409A (“Section 409A”), all payments to be made upon a termination of employment shall only be made upon a “separation from service” within the meaning of Section 409A.
5.1 By Univar with Cause or by Executive without Good Reason . If Univar terminates Executive’s employment for Cause or if Executive terminates Executive’s employment without Good Reason (and not due to Total Disability, as defined below in Section 5.3), Executive shall be paid unpaid Annual Base Salary earned through the termination date.
5.1.1. “Cause,” as used herein, shall mean Executive’s (i) willful and continued failure to perform his material duties (except where due to a physical or mental incapacity) with respect to Univar or its Affiliates, which continues beyond fifteen (15) business days after a written demand for substantial performance is delivered to Executive by Univar, (ii) conviction of or plea of nolo contendere to (A) the commission of a felony by Executive or (B) any misdemeanor that is a crime of moral turpitude, (iii) willful and gross misconduct in connection with his employment duties, or (iv) breach of the covenants to which Executive is subject pursuant to Section 6.06 of the Purchase and Sale Agreement, dated as of October 10, 2010, by and among Basic Chemical Solutions, L.L.C., each of the persons listed on Annex I of that agreement under the heading of “Seller,” and Univar Inc. (the “Purchase Agreement”). No act on Executive’s part shall be deemed “willful” unless done, or omitted to be done, by Executive not in good faith and without reasonable belief that such action was in the best interest of Univar. No failure of Executive, BCS, or Univar to achieve performance goals, in and of itself, shall be treated as a basis for termination of Executive’s employment for Cause. Notwithstanding anything herein to the contrary, no termination shall be treated as for “Cause” (and any such termination shall instead be treated as without “Cause”) unless (i) Executive has been given not less than fifteen (15) business days’ written notice by the Board of Directors of Univar (the “Board”) of its intention to terminate Executive’s employment for Cause, such notice to state in detail the particular act or acts or failure or failures to act that constitute the grounds on which the proposed termination for Cause is based (the “Board Notice”), (ii) the Board Notice is delivered not later than sixty (60) days after the Board’s learning of such act or acts or failure or failures to act, and (iii) the Board has thereafter provided Executive with a copy of a resolution duly adopted by the Board (after Executive has been given a reasonable opportunity, together with counsel, to be heard before the Board) confirming that, in its judgment, grounds for Cause on the basis of the original notice exist, and no cure was timely effected.

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5.1.2. “Good Reason,” as used herein, shall mean: (i) a material reduction in Executive’s Annual Base Salary or annual incentive compensation opportunity (including Executive’s opportunity with respect to the Annual Bonus under Section 3.2), in each case (a) other than any isolated or inadvertent failure by Univar that is not in bad faith and is cured within thirty (30) business days after Executive gives Univar notice of such event; (ii) a material diminution in Executive’s title, reporting relationship to the Chief Executive Officer, or duties and responsibilities, other than any isolated or inadvertent failure by Univar that is not in bad faith and is cured within thirty (30) business days after Executive gives Univar notice of such event; (iii) a transfer of Executive’s workplace from his home office; or (iv) the failure of a successor to have assumed this Amended Agreement in connection with any sale of Univar or the BCS business, where such assumption does not occur by operation of law; provided that in order for an event described in this Section 5.1.2 to constitute Good Reason, Executive must provide notice to Univar (in accordance with Section 16 of this Amended Agreement) within thirty (30) business days of the initial existence of such event.
5.2 By Univar other than for Cause, Death or Total Disability, or by Executive for Good Reason. If, prior to December 31, 2014, (a) Univar terminates Executive’s employment other than for Cause, death or Total Disability, or (b) Executive terminates Executive’s employment for Good Reason in the absence of Cause or Total Disability, Univar shall pay to Executive the amounts set forth below; provided, however, that Executive’s entitlement to the amount described in Section 5.2.2 is conditioned upon Executive executing and not revoking a release (which shall be provided to Executive not later than ten (10) calendar days from the date of such termination) substantially in the form attached as Exhibit A (the “Release”), subject to appropriate revisions based on the particular circumstances of the termination, within the applicable twenty-eight (28) or fifty-two (52) day time period provided for therein (the “Applicable Release Period”); provided, however, that in any case where the first and last days of the Applicable Release Period are in two separate taxable years, any payments required to be made to Executive that are treated as deferred compensation for purposes of Code Section 409A shall be made in the later taxable year, following the conclusion of the Applicable Release Period.
5.2.1 Unpaid Annual Base Salary earned through the termination date;
5.2.2 A severance payment, payable in a lump sum payment not later than fifteen (15) days following the expiration of the Applicable Release Period, in a gross amount equal to the Annual Base Salary for the year in which Executive’s employment terminates, less applicable withholdings and deductions (the “Severance Payment”); and
5.2.3 The full amount of any Annual Bonus, paid at the times for payment provided in Section 3.2, as if Executive were employed for the full calendar year in which Executive’s employment terminates pursuant to this Section 5.2.

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5.3 Total Disability. If Univar or Executive terminates Executive’s employment due to Executive’s Total Disability, Univar shall pay to Executive any unpaid Annual Base Salary earned through the termination date and (within 90 days of the date of termination) the Severance Payment. “Total Disability” as used herein shall have the same meaning as the term “Total Disability” as used in Univar’s long-term disability policy in effect at the time of termination, if one exists. If Univar does not have a long-term disability policy in effect at such time, the term “Total Disability” shall mean Executive’s inability (with or without such accommodation as may be required by law protecting persons with disabilities) to perform the essential functions of Executive’s duties hereunder for a period aggregating to ninety (90) calendar days in a twelve (12) month period, provided, however, that this period may be extended in the sole discretion of the Chief Executive Officer of Univar.
5.4 Death. If Executive’s employment terminates due to death, Univar shall pay to Executive’s estate the unpaid Annual Base Salary earned through the termination date and (within 90 days of the date of termination) the Severance Payment.
5.5 Automatic Termination after December 31, 2014 . If not terminated earlier pursuant to the preceding provisions of this Section 5, Executive’s employment with Univar (or an Affiliate, as applicable) pursuant to this Amended Agreement shall automatically terminate at the close of business on December 31, 2014. In the event of such termination, Executive shall not be entitled to the Severance Payment, but Univar shall pay to Executive the unpaid Annual Base Salary earned through the termination date, and the Annual Bonus (if any) shall be paid to Executive in accordance with the terms and payment timing set forth in Section 3.2.
6. Confidential Information
6.1 Executive recognizes that the success of Univar and its current and future Affiliates depends upon the protection of information or materials that are designated as confidential and/or proprietary at the time of disclosure or should, based on their nature or the circumstances surrounding such disclosure, reasonably be deemed confidential, including without limitation information to which Executive has access while employed by Univar, whether recorded in any medium or merely memorized (all such information being “Confidential Information”). “Confidential Information” includes without limitation, and whether or not such information is specifically designated as confidential or proprietary: all business plans and marketing strategies; information concerning existing and prospective markets, suppliers, and customers; financial information; information concerning the development of new products and services; and technical and non-technical data related to software programs, designs, specifications, compilations, inventions (as defined in Section 8.1), improvements, patent applications, studies, research, methods, devices, prototypes, processes, procedures and techniques. Confidential Information expressly includes information provided to Univar and its Affiliates by third parties under circumstances that require them to maintain the confidentiality of such information. Notwithstanding the foregoing, Executive shall have no confidentiality obligation with respect to disclosure of any Confidential Information that

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(a) was, or at any time becomes, available in the public domain, other than through a violation of this Amended Agreement or (b) Executive can demonstrate by written evidence was furnished to Executive by a third party in lawful possession thereof and who was not under an obligation of confidentiality to Univar or any of its Affiliates.
6.2 Executive agrees that during Executive’s employment and after termination of employment irrespective of cause, Executive will use Confidential Information only for the benefit of Univar and its Affiliates and will not directly or indirectly use or divulge, or permit others to use or divulge, any Confidential Information for any reason, except as authorized by Univar or its Affiliates. Notwithstanding the foregoing, Executive may disclose Confidential Information as required pursuant to an order or requirement of a court, administrative agency or other government body, provided Executive has notified Univar or the applicable Affiliate immediately after receipt of such order or requirement and allowed Univar and/or the Affiliate a meaningful opportunity to apply for protective measures.
6.3 Executive hereby assigns to Univar any rights Executive may have or acquire in such Confidential Information and acknowledges that all Confidential Information shall be the sole property of Univar and/or its Affiliates or their assigns.
6.4 There are no rights granted or any understandings, agreements or representations between the parties hereto, express or implied, regarding Confidential Information that are not specified herein, other than those set forth in Section 9 of the Consulting Agreement between Executive and Univar dated September 30, 2011 which, by the terms of that agreement, survive indefinitely beyond the prior termination of that agreement on September 30, 2012.
6.5 Executive’s obligations under this Section 6 are in addition to any obligations that Executive has under state or federal law.
6.6 Executive agrees that in the course of Executive’s employment, Executive will not violate in any way the rights that any entity, including without limitation any current or former employer, has with regard to trade secrets or proprietary or confidential information.
6.7 For purposes of this Amended Agreement, the term “Affiliate” means any entity currently existing or subsequently organized or formed that directly or indirectly controls, is controlled by or is under common control with Univar, whether through ownership of voting securities, by contract or otherwise.
6.8 Executive’s obligations under this Section 6 are indefinite in term and shall survive the termination of Executive’s employment.

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7. Return of Univar Property. Executive acknowledges that all tangible items containing any Confidential Information, including without limitation memoranda, photographs, records, reports, manuals, drawings, blueprints, prototypes, notes, documents, drawings, specifications, software, media and other materials, including any copies thereof (including electronically recorded copies), are the exclusive property of Univar or its applicable Affiliate, and Executive shall deliver to Univar all such material in Executive’s possession or control upon Univar’s request and in any event upon the termination of Executive’s employment. Executive shall also return any keys, equipment, identification or credit cards, or other property belonging to Univar or its Affiliates upon termination or request.
8. Inventions.
8.1 Executive understands and agrees that all Inventions are the exclusive property of Univar. As used in this Amended Agreement, “Inventions” shall include without limitation ideas, discoveries, developments, concepts, inventions, original works of authorship, trademarks, mask works, trade secrets, ideas, data, information, know-how, documentation, formulae, results, prototypes, designs, methods, processes, products, formulas and techniques, improvements to any of the foregoing, and all other matters ordinarily intended by the words “intellectual property,” whether or not patentable, copyrightable, or otherwise able to be registered, which are developed, created, conceived of or reduced to practice by Executive, alone or with others, during Executive’s employment with Univar or Affiliates (whether or not during working hours) or within three (3) months thereafter and related to the BCS business then existing or the BCS business then proposed. In recognition of Univar’s ownership of all Inventions, Executive shall make prompt and full disclosure to Univar of, will hold in trust for the sole benefit of Univar, and (subject to Section 8.2 below) hereby assigns, and agrees to assign in the future, exclusively to Univar all of Executive’s right, title, and interest in and to any and all such Inventions.
8.2 Executive understands that Executive’s obligation to assign inventions shall not apply to any invention for which no equipment, supplies, facilities, or trade secret information of Univar was used and that was developed entirely on Executive’s own time, unless (a) the invention relates (i) directly to the BCS business, or (ii) to Univar’s actual or demonstrably anticipated research or development, or (b) the invention results from any work performed by Executive for Univar.
8.3 To the extent any works of authorship created by Executive made within the scope of employment may be considered “works made for hire” under United States copyright laws, they are hereby agreed to be works made for hire. To the extent any such works do not qualify as a “work made for hire” under applicable law, and to the extent they include material subject to copyright, Executive hereby irrevocably and exclusively assigns and conveys all rights, title and interests in such works to Univar subject to no liens, claims or reserved rights. Executive hereby waives any and all “moral rights” that may be applicable to any of the foregoing, for any and all uses, alterations, and exploitation thereof by Univar, or its Affiliates, or their successors, assignees or licensees. To the extent that any such “moral rights” may not be waived in accordance with law, Executive agrees not to bring any claims, actions or litigation against Univar, its Affiliates, or their successors, assignees or licensees, based on or to enforce such rights.

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Without limiting the preceding, Executive agrees that Univar may in its discretion edit, modify, recast, use, and promote any such works of authorship, and derivatives thereof, with or without the use of Executive’s name or image, without compensation to Executive other than that expressly set forth herein.
8.4 Executive hereby waives and quitclaims to Univar any and all claims of any nature whatsoever that Executive now or hereafter may have for infringement of any patent or patents from any patent applications for any Inventions. Executive agrees to cooperate fully with Univar and take all other such acts requested by Univar (including signing applications for patents, assignments, and other papers, and such things as Univar may require) to enable Univar to establish and protect its ownership in any Inventions and to carry out the intent and purpose of this Amended Agreement, during Executive’s employment or thereafter. If Executive fails to execute such documents by reason of death, mental or physical incapacity or any other reason, Executive hereby irrevocably appoints Univar and its officers and agents as Executive’s agent and attorney-in-fact to execute such documents on Executive’s behalf.
8.5 Executive agrees that there are no Inventions made by Executive prior to Executive’s employment pursuant to this Amended Agreement and belonging to Executive that Executive wishes to have excluded from this Section 8 (the “Excluded Inventions”). If during Executive’s employment, Executive uses in the specifications or development of, or otherwise incorporates into a product, process, service, technology, or machine of Univar or its Affiliates, or otherwise uses in connection with his work for Univar, any invention, proprietary know-how, or other intellectual property in existence before the Effective Date owned by Executive or in which Executive has any interest (“Existing Know-How”), Univar or its Affiliate, as the case may be, is hereby granted and shall have a non-exclusive, royalty-free, fully paid up, perpetual, irrevocable, worldwide right and license under the Existing Know-How (including any patent or other intellectual property rights therein) to make, have made, use, sell, reproduce, distribute, make derivative works from, publicly perform and display, and import, and to sublicense any and all of the foregoing rights to that Existing Know-How (including the right to grant further sublicenses) without restriction as to the extent of Executive’s ownership or interest, for so long as such Existing Know-How is in existence and is licensable by Executive.
8.6 For clarification and the avoidance of doubt, any provision in this Section 8 requiring Executive to assign Inventions to Univar shall not apply to any invention of Executive that qualifies for exclusion from assignment under Revised Code of Washington 49.44.140 or California Labor Code §2870.
9. Non-Solicitation and Non-Competition. Executive acknowledges and agrees that he intended to be personally obligated, and is personally obligated, by the restrictions in Section 6.06 of the Purchase Agreement, and that these restrictions, as applicable to Executive pursuant to the terms of the Purchase Agreement, are not modified in any way by this Amended Agreement and shall continue until the Restricted Period (as that term is defined in the Purchase Agreement) has expired.

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10. Remedies. Notwithstanding any other provisions of this Amended Agreement regarding dispute resolution, Executive agrees that Executive’s violation of any of Sections 6, 7, 8 or 9 of this Amended Agreement would cause Univar or its Affiliates irreparable harm which would not be adequately compensated by monetary damages and that an injunction may be granted by any court or courts having jurisdiction restraining Executive from violation of the terms of this Amended Agreement upon any breach or threatened breach of Executive of the obligations set forth in any of Sections 6, 7, 8 or 9. The preceding sentence shall not be construed to limit Univar or its Affiliates from any other relief or damages to which it may be entitled as a result of Executive’s breach of any provision of this Amended Agreement, including Sections 6, 7, 8 or 9.
11. Fees. The prevailing party will be entitled to its costs and attorneys’ fees incurred in any litigation relating to the interpretation or enforcement of this Amended Agreement.
12. Disclosure. Executive agrees fully and completely to reveal the terms of Sections 6, 7, 8 and 9 of this Amended Agreement, as well as the restrictive covenants in Section 6.06 of the Purchase Agreement (if the Restricted Period as described in that agreement has not expired), to any future employer or consulting client of Executive and authorizes Univar and its Affiliates, at their election, to make such disclosure.
13. Representation of Executive. Executive represents and warrants to Univar that Executive is free to enter into this Amended Agreement and has no commitment, arrangement or understanding to or with any party that restrains or is in conflict with Executive’s performance of the covenants, services and duties provided for in this Amended Agreement. Executive shall not in the course of Executive’s employment violate any obligation that Executive may owe any third party, including former employers.
14. Assignability. During Executive’s employment, this Amended Agreement may not be assigned by either party without the written consent of the other; provided, however, that Univar may assign its rights and obligations under this Amended Agreement without Executive’s consent to a successor by sale, merger or liquidation, if such successor carries on the BCS business substantially in the form in which it is being conducted at the time of the sale, merger or liquidation and, notwithstanding anything in this Amended Agreement, to the extent consistent with Section 409A, such assignment and Executive’s transfer of employment thereunder shall not be deemed a termination of employment under Section 5.2 of this Amended Agreement. This Amended Agreement is binding upon Executive, Executive’s heirs, personal representatives and permitted assigns and on Univar, its successors and assigns.
15. Notices. Any notice required or permitted to be given hereunder is sufficient if in writing and delivered by e-mail, by hand, or by registered or certified mail, at a valid address of Executive on file with Univar, or in the case of Univar, at the address of its principal executive offices, attention to the General Counsel, or such other address as may be provided to each party by the other, and shall be considered given upon receipt except that any notice by registered or certified mail shall be considered given three (3) business days after the date of deposit thereof in the U.S. mail.

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16. Severability. If any provision of this Amended Agreement or compliance by any of the parties with any provision of this Amended Agreement constitutes a violation of any law, or is or becomes unenforceable or void, then such provision, to the extent only that it is in violation of law, unenforceable or void, shall be deemed modified to the extent necessary so that it is no longer in violation of law, unenforceable or void, and such provision will be enforced to the fullest extent permitted by law. If such modification is not possible, said provision, to the extent that it is in violation of law, unenforceable or void, shall be deemed severable from the remaining provisions of this Amended Agreement, which provisions will remain binding on the parties.
17. Waivers. No failure on the part of either party to exercise, and no delay in exercising, any right or remedy hereunder will operate as a waiver thereof; nor will any single or partial waiver of a breach of any provision of this Amended Agreement operate or be construed as a waiver of any subsequent breach; nor will any single or partial exercise of any right or remedy hereunder preclude any other or further exercise thereof or the exercise of any other right or remedy granted hereby or by law.
18. Governing Law. The validity, construction and performance of this Amended Agreement shall be governed by the laws of the State of California without regard to the conflicts of law provisions of such laws.
19. Survival. Notwithstanding anything to the contrary in this Amended Agreement, the obligations of this Amended Agreement shall survive a termination of this Amended Agreement or the termination of Executive’s employment, except for obligations under Sections 1, 2, 3 and 4.
20. Entire Agreement. This Amended Agreement and the other agreements expressly referenced herein (including the Equity Documents, Employment Agreement, the 2011 Separation Agreement and the Purchase Agreement) contain the entire agreement of Executive and Univar with respect to the subject matter herein and therein and supersedes all prior such agreements and understandings, and there are no other such representations or agreements other than as stated in this Amended Agreement related to the terms and conditions of Executive’s employment with Univar or any Affiliate or predecessor entity of Univar from and after the Effective Date; provided, however, that Executive and Univar understand and agree that the 2011 Separation Agreement and the parties’ obligations pursuant to the Purchase Agreement are not modified or affected in any way by this Amended Agreement or Executive’s employment with Univar or any Affiliate, nor shall this Amended Agreement or such employment be construed as a waiver of either parties’ rights pursuant to the Employment Agreement, the 2011 Separation Agreement or the Purchase Agreement. This Amended Agreement may be changed only by an agreement in writing signed by the party against whom enforcement of any waiver, change, modification, extension or discharge is sought, and any such modification agreed to by Univar must, in order to be binding upon Univar, be signed by the Chief Executive Officer of Univar or a person delegated responsibility by the Board.

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21. Executive’s Recognition of Agreement. Executive acknowledges that Executive has read and understood this Amended Agreement and agrees that its terms are necessary for the reasonable and proper protection of the business of Univar and its Affiliates. Executive acknowledges that Executive has been advised by Univar that Executive is entitled to have this Amended Agreement reviewed by an attorney of his selection, at Executive’s expense (but subject to Section 4.3), prior to signing, and that Executive has done so.
22. Delayed Payment under certain Circumstances. Notwithstanding anything in this Amended Agreement to the contrary, to the extent required to avoid an additional income tax under Internal Revenue Code Section 409A, the payment of any compensation pursuant to Sections 5.2.2, 5.3 or 5.4 due to Executive’s separation from service shall be delayed for a period of six (6) months if Executive is a “specified employee” as defined in Internal Revenue Code Section 409A(a)(2)(B)(i). In such a circumstance, the payments that would otherwise have been made during such six (6) month period will be paid on the six-month anniversary of Executive’s separation from service.
23. Section 409A. Notwithstanding the other provisions hereof, this Amended Agreement is intended to comply with the requirements of Section 409A. Accordingly, all provisions herein, or incorporated by reference, shall be construed and interpreted to comply with Section 409A and if necessary, any such provision shall be deemed amended to comply with Section 409A and the regulations thereunder. Further, for purposes of the limitations on nonqualified deferred compensation under Section 409A, each payment of compensation under this Amended Agreement shall be treated as a separate payment of compensation for purposes of applying the Section 409A deferral election rules and the exclusion from Section 409A for certain short-term deferral amounts, and accordingly, the right to a series of installment payments under this Amended Agreement shall be treated as a right to a series of separate payments. Any amounts payable solely on account of an involuntary separation from service within the meaning of Section 409A shall be excludible from the requirements of Section 409A, either as involuntary separation pay or as short-term deferral amounts to the maximum possible extent. Any reimbursements or in-kind benefits provided under this Amended Agreement shall be made or provided in accordance with the requirements of Section 409A, including, where applicable, the requirement that (i) any reimbursement is for expenses incurred during the period of time specified in this Amended Agreement (or if no such period is specified, during Executive’s lifetime), (ii) the amount of expenses eligible for reimbursement, or in kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in kind benefits to be provided, in any other calendar year, (iii) the reimbursement of an eligible expense will be made no later than the last day of the calendar year following the year in which the expense is incurred, and (iv) the right to reimbursement or in kind benefits is not subject to liquidation or exchange for another benefit.
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IN WITNESS WHEREOF, the parties have duly signed and delivered this Amended and Restated Employment Agreement as of the day and year first above written.
UNIVAR INC.

By	 	/s/ J. Erik Fyrwald	
	 	J. Erik Fyrwald	
	 	Chief Executive Officer	

EXECUTIVE	
	
/s/ Mark J. Byrne	
Mark J. Byrne	

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EXHIBIT A
UNIVAR INC.
RELEASE
This Release (“Release”) is entered into by                  (“Executive”) with respect to the termination of the employment relationship between Executive and Univar Inc., or any affiliate of Univar Inc., as applicable (the “Company”).
1. Executive’s last day of employment with the Company was                  (“Termination Date”). Executive shall not seek future employment or any right to future employment with the Company, its parent or any Affiliates (as defined below in Section 3).
2. Executive has been provided all compensation and benefits earned Executive by virtue of Executive’s employment with the Company, except to the extent that Executive may still be owed salary earned during the last pay period prior to the Termination Date, and excluding amounts Executive may be eligible to receive pursuant to Section 4.3 or Section 5.2 of the Amended Employment Agreement dated February 1, 2014 (the “Amended Agreement”) or benefits to which Executive may still be entitled pursuant to the Separation Agreement between Executive and the Company dated September 30, 2011 (the “2011 Separation Agreement”).
3. As consideration for the obligations undertaken by the Company pursuant to the Employment Agreement, including without limitation Section 5.2 of that agreement, Executive hereby releases the Company and Affiliates, including without limitation Univar USA Inc., and their respective officers, directors, and employees, from any and all claims, causes of action, and liability for damages of whatever kind, known or unknown, arising from or relating to Executive’s employment and separation from employment (“Released Claims”). Released Claims include claims (including claims to attorneys’ fees), damages, causes of action, and disputes of any kind whatsoever, including without limitation all claims for wages, employee benefits, and damages arising out of any: contracts, express or implied (including the Employment Agreement); tort; discrimination; wrongful termination; any federal, state, local, or other governmental statute or ordinance, including, without limitation Title VII of the Civil Rights Act of 1964, as amended, the Age Discrimination in Employment Act, as amended (“ADEA”), the Fair Labor Standards Act, the Washington Law Against Discrimination, the Washington Minimum Wage Act and the Employee Retirement Income Security Act of 1974, as amended (“ERISA”); and any other legal limitation on the employment relationship. Notwithstanding the foregoing, “Released Claims” do not include claims for breach or enforcement of this Release, the 2011 Separation Agreement, or Section 4.3 or Section 5.2 of the Employment Agreement, claims by Executive challenging the validity of this Release in connection with claims arising under the ADEA, claims that arise after the execution of this Release, claims to vested benefits under ERISA, workers’ compensation claims, or any other claims that may not be released under this Release in accordance with applicable law. This waiver and release shall not apply to claims arising after Executive’s execution of this Release. For purposes of this Release, the term “Affiliate” means any entity currently existing or subsequently organized or formed that directly or indirectly controls, is controlled by or is under common control with Univar Inc., whether through ownership of voting securities, by contract or otherwise.

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4. Executive represents and warrants that Executive has not filed any litigation based on any Released Claims. Executive covenants and promises never to file, press, or join in any lawsuit based on any Released Claim and agrees that any such claim, if filed by Executive, shall be dismissed, except that this covenant and promise does not apply to any claim of Executive challenging the validity of this Release in connection with claims arising under the ADEA. Moreover, while nothing in this Release restricts Executive from bringing before any fair employment practices agencies matters for which such agencies have jurisdiction, or cooperating in any investigation by any such agency, Executive covenants and promises that he waives, releases, and shall not accept any benefits of any administrative or agency action. Executive represents and warrants that Executive is the sole owner of any and all Released Claims that Executive may have; and that Executive has not assigned or otherwise transferred Executive’s right or interest in any Released Claim.
5. Executive represents and warrants that Executive has turned over to the Company all property of the Company and Affiliates, including without limitation all files, memoranda, keys, manuals, equipment, data, records, and other documents, including electronically recorded documents and data that Executive received from the Company or any its Affiliate or that Executive generated in the course of employment with the Company.
6. Executive specifically agrees as follows:
a. Executive has carefully read this Release [(if applicable), including the attached Exhibit A setting forth various disclosures regarding the applicable separation program as required by the ADEA,] and finds that it is written in a manner that Executive understands;
b. Executive is knowingly and voluntarily entering into this Release;
c. Executive acknowledges that the Company is providing benefits in the form of payments and compensation, to which Executive would not otherwise be entitled in the absence of Executive’s entry into this Release, as consideration for Executive’s entering into this Release;
d. Executive understands that this Release is waiving any potential claims under the ADEA and other discrimination statutes, except as provided in this Release;
e. Executive is hereby advised by this Release to consult with an attorney prior to executing this Release and has done so or has knowingly and voluntarily waived the right to do so;

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f. Executive understands he has a period of at least [twenty-one (21)] [forty-five (45)] days from the date a copy of this Release is provided to Executive in which to consider and sign the Release (during which the offer will remain open), and that Executive has an additional seven (7) days after signing this Release within which to revoke acceptance of the Release;
g. If during the [twenty-one (21)] [forty-five (45)]day waiting period Executive should elect not to sign this Release, or during the seven (7) day revocation period Executive should revoke acceptance of the Release, then this Release shall be void; the effective date of this Release shall be the eighth day after Executive signs and delivers this Release, provided he has not revoked acceptance; and
h. Executive may accept this Release before the expiration of the [twenty-one (21)] [forty-five (45)] days, in which case Executive shall waive the remainder of the [twenty-one (21 )-day] [forty-five (45)-day] waiting period.
7. Executive hereby acknowledges his obligation to comply with any and all obligations that survive the termination of his employment with the Company pursuant to the Employment Agreement, including without limitation obligations with respect to confidentiality, assignment of inventions, non-competition and non-solicitation.
8. Section 3 of this Release is integral to its purpose and may not be severed from this Release. In the event that any other provision of this Release shall be found to be unlawful or unenforceable, such provision shall be deemed narrowed to the extent required to make it lawful and enforceable. If such modification is not possible, such provision shall be severed from the Release and the remaining provisions shall remain fully valid and enforceable to the maximum extent consistent with applicable law. To the extent any terms of this Release are put into question, all provisions shall be interpreted in a manner that would make them consistent with current law.
9. With regard to the subject matter herein, this Release shall be interpreted pursuant to Washington law.

Executive:	

(Signature)	

(Print Name)	
		
Dated:	 	 	

Mark J. Byrne Amended and Restated Employment Agreement	  	17	

Exhibit 10.52
CONSULTING AGREEMENT
Mr. Mark J. Byrne
CONSULTING AGREEMENT (this “Agreement”), effective as of February 1 2015 (“Effective Date”), by and between Univar Inc., a Delaware corporation (the “Company” or “Univar”), and Mark J. Byrne (“Consultant”).
BACKGROUND:
Consultant has been a valued employee of the Company, its affiliates and subsidiaries, pursuant to an Amended and Restated Employment Agreement (the “Employment Agreement”) dated February 1, 2014, which expired on December 31, 2014 and was extended through January 31, 2015;
The Company wishes for Consultant to continue to provide certain services for the Company and its affiliates on a consulting basis;
The Company and Consultant desire to enter into this Agreement, effective as of the Effective Date, to set forth the terms and conditions of Consultant’s consulting relationship with the Company.
In consideration of the mutual covenants and promises contained herein, the Company and Consultant, agree:
1. Consulting Relationship . Subject to the terms and conditions set forth herein, the Company shall retain Consultant to perform the following services: provide consultation to the Chief Executive Officer and other senior executives and

members of the Board of Directors relating to commodity chemicals, and related consulting services. Collectively, Consultant’s activities under this Agreement shall be referred to as the “Services.” Consultant is not an employee of the Company and is and shall at all times be an independent contractor. Except as provided herein, Consultant shall not be entitled to any benefits, medical insurance, worker’ compensation or compensation benefits that are available to employees of the Company either by plan, agreement or policy. The Company shall not withhold any taxes or other amounts from the amounts paid hereunder or otherwise treat Consultant as if he were an employee. Consultant also serves on the Board of Directors for the Company for which he is separately compensated. Notwithstanding his engagement as a consultant to Univar hereunder, Consultant shall not be precluded from providing consulting services to or being employed by third parties or engaging in outside activities unrelated to his consultancy with Univar (subject to Consultant’s obligations under the Purchase Agreement), including by way of example and without limitation service on one or more boards of directors of charitable, research and/or educational institutions or for profit businesses subject to the following proviso; provided, however, that Consultant shall not engage in any other business activity during his engagement as a consultant hereunder that prevents him from carrying out his obligations under this Agreement or otherwise conflicts with such obligations, whether or not such activity is pursued for gain, profit or other pecuniary advantage.
2. Performance . During the Term, Consultant will serve the Company faithfully and to the best of his ability and will exercise his good faith efforts to perform the Services. Consultant shall not be expected to perform the Services more than five (5) business days per month. Consultant shall work from Consultant’s home office in California, with travel as mutually agreed upon by Consultant and the Company.

3. Term . The term of this Agreement shall begin upon the Effective Date and shall initially continue through December 31, 2015 (as extended by any renewal terms pursuant to the following sentence, the “Term”). The Agreement shall automatically renew for additional successive renewal terms of one year unless either party provides notice to the other of its intent not to automatically renew at least 90 days before the expiration of the Term or any renewal term thereafter. During the Term, either of the parties may terminate this Agreement at such party’s sole and absolute discretion by providing notice to the other party.
4. Compensation . During the Term, Consultant shall be paid a monthly fee of $20,833 per month (pro-rated for any partial months based upon the number of days elapsed and on the basis of a 30-day month), paid within fifteen (15) days after the conclusion of a month. The Company shall also reimburse Consultant for all his reasonable expenses actually incurred by Consultant in connection with the performance of the Services not later than thirty (30) days after Consultant’s submission of such expenses for reimbursement together with supporting documentation and evidence of such expenses. Consultant shall be reimbursed for first class air travel for all domestic flights exceeding one (1) hour in duration and for business class air travel for all international flights. In addition, Consultant shall be reimbursed for the travel expenses of Consultant’s spouse when she travels for the purpose of accompanying and/or visiting Consultant when he travels in connection with the performance of the Services.

5. Consultant’s Covenants
5.1 Consultant recognizes that the success of Univar and its current and future Affiliates depends upon the protection of information or materials that are designated as confidential and/or proprietary at the time of disclosure or should, based on their nature or the circumstances surrounding such disclosure, reasonably be deemed confidential, including without limitation information to which Consultant has access while performing the Services, whether recorded in any medium or merely memorized (all such information being “Confidential Information”). “Confidential Information” includes without limitation, and whether or not such information is specifically designated as confidential or proprietary: all business plans and marketing strategies; information concerning existing and prospective markets, suppliers, and customers; financial information; information concerning the development of new products and services; and technical and non-technical data related to software programs, designs, specifications, compilations, Inventions (as defined in Section 5.10), improvements, patent applications, studies, research, methods, devices, prototypes, processes, procedures and techniques. Confidential Information expressly includes information provided to Univar and its Affiliates by third parties under circumstances that require them to maintain the confidentiality of such information. Notwithstanding the foregoing, Consultant shall have no confidentiality obligation with respect to disclosure of any Confidential Information that (a) was, or at any time becomes, available in the public domain, other than through a violation of this Agreement or (b) Consultant can demonstrate by written evidence was furnished to Consultant by a third party in lawful possession thereof and who was not under an obligation of confidentiality to Univar or any of its Affiliates.

5.2 Consultant agrees that during this Agreement and after termination of this Agreement irrespective of cause, Consultant will use Confidential Information only for the benefit of Univar and its Affiliates and will not directly or indirectly use or divulge, or permit others to use or divulge, any Confidential Information for any reason, except as authorized by Univar or its Affiliates. Notwithstanding the foregoing, Consultant may disclose Confidential Information as required pursuant to an order or requirement of a court, administrative agency or other government body, provided Consultant has notified Univar or the applicable Affiliate immediately after receipt of such order or requirement and allowed Univar and/or the Affiliate a meaningful opportunity to apply for protective measures.
5.3 Consultant hereby assigns to Univar any right Consultant may have or acquire in such Confidential Information and acknowledges that all Confidential Information shall be the sole property of Univar and/or its Affiliates or their assigns.
5.4 There are no rights granted or any understandings, agreements or representations between the parties hereto, express or implied, regarding Confidential Information that are not specified herein, other than those set forth in Section 9 of the Consulting Agreement between Consultant and Univar dated September 30, 2011 which, by the terms of that agreement, survive indefinitely beyond the prior termination of that agreement on September 30, 2012, and those set forth in Section 6 of the Employment Agreement which, by the terms of the Employment Agreement, survive indefinitely beyond the expiration of the Employment Agreement on January 31, 2015.

5.5 Consultant’s obligations under this Section 5 are in addition to any obligations that Consultant has under state or federal law.
5.6 Consultant agrees that in performing the Services, Consultant will not violate in any way the rights that any entity, including without limitation any current or former employer, has with regard to trade secrets or proprietary or confidential information.
5.7 For purposes of this Agreement, the term “Affiliate” means any entity currently existing or subsequently organized or formed that directly or indirectly controls, is controlled by or is under common control with Univar, whether through ownership of voting securities, by contract or otherwise.
5.8 Consultant’s obligations under this Section 5 other than those in Section 5.16 are indefinite in term and shall survive the termination of this Agreement. Consultant’s obligations under Section 5.16 shall survive the termination of this Agreement until the Restricted Period has expired.
5.9. Return of Univar Property . Consultant acknowledges that all tangible items containing any Confidential Information, including without limitation memoranda, photographs, records, reports, manuals, drawings, blueprints, prototypes, notes, documents, drawings, specifications, software, media and other materials, including any copies thereof (including electronically recorded copies), are the exclusive property of Univar or its applicable Affiliate, and Consultant shall deliver to Univar all such material in

Consultant’s possession or control upon Univar’s request and in any event upon the termination of this Agreement. Consultant shall also return any keys, equipment, identification or credit cards, or other property belonging to Univar or its Affiliates upon termination or request.
5.10 Consultant understands and agrees that all Inventions are the exclusive property of Univar. As used in this Agreement, “Inventions” shall include without limitation ideas, discoveries, developments, concepts, inventions, original works of authorship, trademarks, mask works, trade secrets, ideas, data, information, know-how, documentation, formulae, results, prototypes, designs, methods, processes, products, formulas and techniques, improvements to any of the foregoing, and all other matters ordinarily intended by the words “intellectual property,” whether or not patentable, copyrightable, or otherwise able to be registered, which are developed, created, conceived of or reduced to practice by Consultant, alone or with others, during the term of this Agreement with Univar or Affiliates (whether or not during working hours) or within three (3) months thereafter and related to the business unit operated by Univar in continuation of the business previously conducted by Basic Chemical Solutions, L.L.C. (the “BCS business”) then existing or the BCS business then proposed. In recognition of Univar’s ownership of all Inventions, Consultant shall make prompt and full disclosure to Univar of, will hold in trust for the sole benefit of Univar, and (subject to Section 5.11 below) hereby assigns, and agrees to assign in the future, exclusively to Univar all of Consultant’s right, title, and interest in and to any and all such Inventions.

5.11 Consultant understands that Consultant’s obligation to assign inventions shall not apply to any invention for which no equipment, supplies, facilities, or trade secret information of Univar was used and that was developed entirely on Consultant’s own time, unless (a) the invention relates (i) directly to the BCS business, or (ii) to Univar’s actual or demonstrably anticipated research or development, or (b) the invention results from any work performed by Consultant for Univar.
5.12 To the extent any works of authorship created by Consultant made within the scope of this Agreement may be considered “works made for hire” under United States copyright laws, they are hereby agreed to be works made for hire. To the extent any such works do not qualify as a “work made for hire” under applicable law, and to the extent they include material subject to copyright, Consultant hereby irrevocably and exclusively assigns and conveys all rights, title and interests in such works to Univar subject to no liens, claims or reserved rights. Consultant hereby waives any and all “moral rights” that may be applicable to any of the foregoing, for any and all uses, alterations, and exploitation thereof by Univar, or its Affiliates, or their successors, assignees or licensees. To the extent that any such “moral rights” may not be waived in accordance with law, Consultant agrees not to bring any claims, actions or litigation against Univar, its Affiliates, or their successors, assignees or licensees, based on or to enforce such rights. Without limiting the preceding, Consultant agrees that Univar may in its discretion edit, modify, recast, use, and promote any such works of authorship, and derivatives thereof, with or without the use of Consultant’s name or image, without compensation to Consultant other than that expressly set forth herein.

5.13 Consultant hereby waives and quitclaims to Univar any and all claims of any nature whatsoever that Consultant now or hereafter may have for infringement of any patent or patents from any patent applications for any Inventions. Consultant agrees to cooperate fully with Univar and take all other such acts requested by Univar (including signing applications for patents, assignments, and other papers, and such things as Univar may require) to enable Univar to establish and protect its ownership in any Inventions and to carry out the intent and purpose of this Agreement, during this consulting or thereafter. If Consultant fails to execute such documents by reason of death, mental or physical incapacity or any other reason, Consultant hereby irrevocably appoints Univar and its officers and agents as Consultant’s agent and attorney-in-fact to execute such documents on Consultant’s behalf.
5.14 Consultant agrees that there are no Inventions made by Consultant prior to the Effective Date and belonging to Consultant that Consultant wishes to have excluded from this Section 5 (the “Excluded Inventions”). If during this Agreement, Consultant uses in the specifications or development of, or otherwise incorporates into a product, process, service, technology, or machine of Univar or its Affiliates, or otherwise uses in connection with his work for Univar, any invention, proprietary know-how, or other intellectual property in existence before the Effective Date owned by Consultant or in which Consultant has any interest (“Existing Know-How”), Univar or its Affiliate, as the case may be, is hereby granted and shall have a non-exclusive, royalty-free, fully paid up, perpetual, irrevocable, worldwide right and license under the Existing Know-How (including any patent or other intellectual property rights therein) to make, have made, use,

sell, reproduce, distribute, make derivative works from, publicly perform and display, and import, and to sublicense any and all of the foregoing rights to that Existing Know-How (including the right to grant further sublicenses) without restriction as to the extent of Consultant’s ownership or interest, for so long as such Existing Know-How is in existence and is licensable by Consultant.
5.15 For clarification and the avoidance of doubt, any provision in this Section 5 requiring Consultant to assign Inventions to Univar shall not apply to any invention of Consultant that qualifies for exclusion from assignment under Revised Code of Washington 49.44.140 or California Labor Code §2870.
5.16 Non-Solicitation and Non-Competition . Consultant acknowledges and agrees that he intended to be personally obligated, and is personally obligated, by the restrictions in Section 6.06 of the Purchase and Sale Agreement, dated as of October 10, 2010, by and among Basic Chemical Solutions, L.L.C., each of the persons listed on Annex I of that agreement under the heading of “Seller,” and Univar Inc. (the “Purchase Agreement”), and that these restrictions, as applicable to Consultant pursuant to the terms of the Purchase Agreement, are not modified in any way by this Agreement and shall continue until the Restricted Period (as that term is defined in the Purchase Agreement) has expired.
5.17. Remedies. Notwithstanding any other provisions of this Agreement regarding dispute resolution, Consultant agrees that Consultant’s violation of Section 5 of this Agreement would cause Univar or its Affiliates irreparable harm which would not be adequately compensated by monetary damages and that an injunction may be

granted by any court or courts having jurisdiction restraining Consultant from violation of the terms of this Agreement upon any breach or threatened breach of the obligations set forth in Section 5. The preceding sentence shall not be construed to limit Univar or its Affiliates from any other relief or damages to which it may be entitled as a result of Consultant’s breach of any provision of this Agreement, including Section 5.
6. Additional Provisions .
6.1 Univar shall reimburse Consultant for up to $10,000 in legal fees incurred by him in the negotiation and preparation of this Agreement.
6.2 With regard to medical, dental and vision insurance coverage, Univar shall continue to honor its obligations to Consultant pursuant to Section 3 of the Separation Agreement between Consultant and Univar dated September 30, 2011 (the “2011 Separation Agreement”) and no provision of this Agreement or the engagement of the Consultant hereunder shall modify or limit in any way Consultant’s rights under the 2011 Separation Agreement.
7. Notices. Any notices required or permitted hereunder shall be in writing and shall be deemed to have been given when personally delivered or three (3) business days after being mailed, certified or registered mail, postage prepaid, to the address of Consultant on file with Univar, or in the case of Univar, at the address of its principal executive offices, attention to the General Counsel, or such other address as may be provided to each party by the other.

8. General
8.1 Governing Law . The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State of California (without regard to the conflicts of law provisions thereof) applicable to contracts executed and to be performed entirely within said State.
8.2 Construction and Severability . If any provision of this Agreement shall be held invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired, and the parties undertake to implement all efforts which are necessary, desirable and sufficient to amend, supplement or substitute all and any such invalid, illegal or unenforceable provisions with enforceable and valid provisions which would produce as nearly as may be possible the result previously intended by the parties without renegotiation of any material terms and conditions stipulated herein. For purposes of this Agreement, subsidiaries shall be legal entities owned directly or indirectly by the Company and affiliates shall be legal entities which are under common control or common ownership, directly or indirectly, with the Company or legal entities which have a material relationship with the Company, including, without limitation, joint ventures, distributors and agents.
8.3 Assignability . Consultant may not assign his interest in or delegate his duties under this Agreement. This Agreement is for the Services of Consultant, personally, and the Services to be rendered by him under this Agreement must be rendered by him and no other person. Consultant represents and warrants to the Company that Consultant has no contracts or agreements of any nature that Consultant has entered into with any other

person, firm or corporation that contain any restraints on Consultant’s ability to perform his obligations under this Agreement. The Company may not assign its interests in or delegate its duties under this Agreement without Consultant’s written consent; provided, however, that Univar may assign its rights and obligations under this Agreement without Consultant’s consent to a successor by sale, merger or liquidation, if such successor carries on the BCS business substantially in the form in which it is being conducted at the time of the sale, merger or liquidation. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the Company and its successors and assigns and shall inure to the benefit of Consultant’s heirs and personal representatives.
8.4 Compliance with Rules and Policies . Consultant shall perform all Services in all material respects in accordance with the applicable policies, procedures and rules established by the Company, including, but not limited to, the Company’s Code of Ethics. In addition, Consultant, where applicable, shall comply in all material respects with all laws, rules and regulations that are generally applicable to the Company, and its employees, directors and officers. The Consultant agrees to comply with all applicable laws, including the U.S. Foreign Corrupt Practices Act (“FCPA”) and any other applicable anti-corruption laws. Notwithstanding any other provisions to the contrary, if Univar has reason to believe that Consultant has or may have engaged in conduct prohibited by the FCPA or in breach of this Agreement, Univar may immediately in its sole discretion terminate this Agreement but remain liable to pay Consultant for all fees and expenses earned or incurred by Consultant prior to termination.

8.5 Entire Agreement: Modification . This Agreement and the other agreements expressly referenced herein (including the 2011 Separation Agreement and the Purchase Agreement) contain the entire agreement of Consultant and Univar with respect to the subject matter herein and therein and supersedes all prior such agreements and understandings, and there are no other such representations or agreements other than as stated in this Agreement related to the terms and conditions of Consultant’s engagement as a consultant by Univar or any Affiliate or predecessor entity of Univar from and after the Effective Date; provided, however, that Consultant and Univar understand and agree that the 2011 Separation Agreement and the parties’ obligations pursuant to the Purchase Agreement are not modified or affected in any way by this Agreement or Consultant’s engagement as a consultant by Univar or any Affiliate, nor shall this Agreement or such consulting engagement be construed as a waiver of either parties’ rights pursuant to the 2011 Separation Agreement or the Purchase Agreement; provided further, that Consultant and Univar understand and agree that the Employment Agreement and the parties’ obligations under the Employment Agreement (including Univar’s obligation to pay Consultant’s annual bonus in respect of 2014 prior to March 15, 2015 according to the terms of the Employment Agreement) are not modified or affected in any way by this Agreement nor shall this Agreement be construed as a waiver of either parties’ rights pursuant to the Employment Agreement. This Amended Agreement may be changed only by an agreement in writing signed by the party against whom enforcement of any waiver, change, modification, extension or discharge is sought, and any such modification agreed to by Univar must, in order to be binding upon Univar, be signed by the Chief Executive Officer of Univar or a person delegated responsibility by the Board

8.6 Survival . The covenants set forth in Section 5 other than in Section 5.16 shall survive and shall continue to be binding upon the Consultant notwithstanding the termination of this Agreement for any reason whatsoever.
8.7 Waiver . No waiver by either party hereto of any of the requirements imposed by this Agreement on, or any breach of any condition or provision of this Agreement to be performed by, the other party shall be deemed a waiver of a similar or dissimilar requirement, provision or condition of this Agreement at the same or any prior or subsequent time. Any such waiver shall be express and in writing, and there shall be no waiver by conduct.
8.8 Counterparts . This Agreement may be executed in two or more counterparts, all of which taken together shall constitute one instrument.

IN WITNESS WHEREOF, the parties hereto, intending to be legally bound, have hereunto executed this Agreement as of the day and year first written above.

				UNIVAR INC.	
				
Date: February 4, 2015						/s/ J. Erik Fyrwald	
						Name: J. Erik Fyrwald	
						Title: CEO	

				CONSULTANT	
				
Date: February 4, 2015						/s/ Mark J. Byrne	
						Mark J. Byrne	

Exhibit 10.53

EMPLOYMENT CONTRACT
10 January 2011
between
UNIVAR EUROPE LIMITED
- and -
David Jukes

This Agreement shall be effective as of 10 January 2011 due to your promotion to become President of EMEA and shall therefore fully replace your current employment agreement dated 6 December 2004.
Between:-
(1) Univar Europe Limited of Aquarius House, 6 Mid Point Business Park, Thornbury, Bradford, BD3 7AY (the “ Company”); and
 
(2)	David Jukes of 11 Monument Green, Weybridge, Surrey KT13 8QS, United Kingdom (“ you ”)	
This Contract gives the particulars of the terms and conditions on which you are employed by Univar Europe Limited, as required by the Employment Rights Act 1996 from the date stated overleaf. You are asked to sign this statement to confirm you have received it and agree that it accurately reflects the terms of your contract of employment. You should retain a copy of the statement returning the other copy to HR at Peckover Street, Bradford.
Alteration to these terms and conditions will be notified to you within one month of any change.
 
1. 	Continuous Employment	
 
1.1	Your employment with the Company began on 1 August 2002. No employment with a previous employer counts as part of your continuous period of employment.	
 
2. 	Job Title, Place of Work and Duties	
 
2.1	The Company employs you as President EMEA. You accept that the Company may at its discretion require you to perform other duties or tasks not within the scope of your normal duties and you agree to perform those duties or undertake those tasks as if they were specifically required under this Agreement.	
 
2.2	Your base location will be Chertsey – United Kingdom; however, you agree to work anywhere else within EMEA as reasonably required by the Company for the proper performance of your duties under this Agreement.	
 
2.3	You shall not during your employment by the Company without the prior written consent of the Company be directly or indirectly employed, engaged, concerned or interested, whether as a director, employee, sub-contractor, partner, consultant, proprietor, agent or otherwise, in any other business, undertaking or occupation or the setting up of any other business, undertaking or occupation, or accept any other engagement or public office but you may nevertheless be or become a Minority Holder provided that you disclose this to the Company.	
 
3. 	Freedom/entitlement to take up employment	
 
3.1	You confirm that you are entitled to work in the UK without any additional approvals and will notify the Company immediately if you cease to be so entitled during your employment with the Company.	
 
3.2	You confirm that by taking up employment with the Company or performing your duties under this Agreement you will not be in breach of any contract or any other binding obligation.	
 
4. 	Normal Hours of Work	
 
4.1	Normal working hours are 9.00am to 5.00pm Monday to Friday with an unpaid lunch break of 1 hour. You will, however, be expected to work the hours necessary to do the job for which you are appointed and you will not be entitled to receive any additional remuneration for work outside normal business hours.	
 
5. 	Pay	
 
5.1	Your current rate of pay is £ 236,000 per annum paid monthly in arrears by credit transfer, on or about the 25 th of each month (the “ Salary ”) after any necessary deductions for income tax, national insurance or other authorised deductions have been made.	
 
5.2	The Company may at any time deduct any sums which you owe to the Company from your Salary or from any other payment due to be made to you by the Company. Such deductions include but are not limited to, any overpayments, loans or advances made to you by the Company, the cost of repairing any damage or loss to the Company’s property caused by you, any losses suffered by the Company as a result of any negligence or breach of duty by you, and any sums due under clause 11.4.	

7. 	Bonus	
 
7.1	During your employment the Company may in its absolute discretion decide to pay you, in addition to the Salary, bonuses of such amounts (if any) at such times and subject to such conditions as the Board may in its sole discretion decide. For the avoidance of doubt it is agreed that you shall have no contractual right to any bonus payment under this Clause.	
 
7.2	The Company shall apply the Univar Performance Bonus Scheme whereby the bonus on target shall be 80% of the yearly salary.	
 
8. 	Pension	
 
8.1	You will be eligible to participate in the Univar pension scheme, subject to the rules of such scheme as amended from time to time.	
 
8.2	If you join the scheme, the Company will be entitled to deduct contributions from your salary for payment into the scheme on your behalf in accordance with your instructions and subject to the rules of the scheme in force from time to time.	
 
8.3	The Company reserves the right to withdraw or amend any of the rules or benefits of the scheme and/or to terminate your participation in the scheme and/or to wind up the scheme itself.	
 
9. 	Flexible Benefits	
 
9.1	The Company operates a flexible benefit scheme called U-Flex (the “U-Flex Scheme”) enabling you to flex your benefits and/or purchase additional benefits available in the scheme at that time. You are entitled to take part in this scheme subject to its rules from time to time in force. Full details of the scheme are available from the HR Department.	
 
9.2	The Company reserves the right to withdraw or amend any of the rules or benefits of the U-Flex Scheme and/or to terminate your participation in the U-Flex Scheme and/or to terminate the U-Flex Scheme itself.	
 
10. 	Expenses, Car and Phones	
 
10.1	The Company will repay to you all reasonable travelling and other expenses properly incurred by you in the performance of your duties provided they are supported by appropriate and acceptable receipts.	
 
10.2	The Company shall provide you with:	
 
 	10.2.1	 A Company car (the “Company Car”) of a make and model determined by reference to the Company’s car policy in force from time to time for your business and private use. The provision of a Company Car is conditional upon you holding a valid driving licence at all times.	
 
10.3	In the event that a Company Car is provided to you, the Company will also pay all standing and some running expenses of that car, including a mileage allowance for use on Company business, but not including fuel used on private trips, including to and from your normal place of work. You must at all times take good care of the Company Car and procure that it is properly taxed and that the provisions and conditions of any policy of insurance relating to it are observed and that such policy is not rendered void or avoidable. You must also keep the Company Car in a road worthy condition (at the Company’s expense) and comply with all statutory and Company regulations as laid down from time to time with respect to motor vehicles. You shall also as soon as reasonably practicable notify the Company in writing of any accidents involving your Company Car and of any charges of driving offences which are brought against you.	
 
10.4	You shall forthwith return your Company Car in good condition together with all keys and documentation relating thereto to the Company:-	

 	10.4.1	on the termination of your employment, whether lawful or unlawful; or	
 
 	10.4.2	where you cease at any time during your employment to hold a current full United Kingdom driving licence.	
 
10.5	At the request of the Company you may be obliged to return the Company Car prior to the termination of your employment in return for compensation amounting to the lease value of the Company Car, payable on a monthly basis in arrears during the period of the continuance of your employment. You may not retain the Company Car for any reason, including in relation to any claim you may have against the Company.	
 
10.6	In the event that you are provided with a fully expensed mobile phone it is your responsibility to keep it secure at all times. Although personal use is permitted, this should not be excessive or inappropriate.	
 
11.	Holidays	
 
11.1	You are entitled to 38 days paid holiday, including statutory holidays, per calendar year. You must take statutory holidays from this entitlement when they fall on a working day. The holiday year commences on 1 st  April and ends on 31 st March. The Company reserves the right to set the dates of three days for the Christmas period, for which you will be required to take holiday. The dates of Company holidays and statutory holidays will be notified to you. You must not take any holiday unless you have obtained the prior approval of your line manager to the request.	
 
11.2	If your employment commences part way through the holiday year, your holiday entitlement during your first year of employment shall be calculated on a pro rata basis, rounded up to the nearest whole day.	
 
11.3	If for any reason you do not take all of your holiday entitlement in any holiday year, you will not be entitled to carry over your unused holiday entitlement into a subsequent holiday year and you will not be entitled to any payment in lieu.	
 
11.4	On termination of your employment you will be entitled to be paid in lieu of accrued but untaken holiday save that, where such termination is pursuant to clause 13.2 or follows your resignation in breach of clause 13.1 or 13.1 such accrued but untaken holiday shall be based on your minimum holiday entitlement under the Working Time Regulations. If you have taken more holiday than your accrued entitlement at the date of termination of your employment, the Company shall be entitled to deduct the appropriate amount from any payments due to you. The amount of any payment in lieu or deduction for the purposes of this clause shall be calculated on the basis that each day of paid holiday is equal to 1/260 of your annual basic salary.	
 
11.5	If you become ill or are injured during a period of statutory holiday and seek to reclassify all or any part of such holiday as sick leave, the Company reserves the right to require you to provide satisfactory (in the opinion of the Company) medical evidence from a recognised medical practitioner showing that you are unable to work due to illness or injury and such medical evidence should cover the duration of the illness or injury whilst on holiday. The cost of obtaining such medical evidence will not be reimbursed by the Company.	
 
11.6	The Company reserves the right to require you to take all or part of your holiday entitlement during your notice period.	
 
12.	Sickness, Absence and Sick Pay	
 
12.1	If you are absent from work for whatever reason you must contact your line manager within one hour of your start time on the first day of absence to inform them of the reason for your absence and its expected duration.	
 
12.2	If the absence is due to sickness or injury and lasts for 7 calendar days or less you must complete a self-certification form which will be provided to you by the Company.	
 
12.3	If the absence is due to sickness or injury and lasts for more than 7 calendar days you will be required to produce a medical certificate signed by your doctor stating the reason for absence by no later than the 8th calendar day of illness. A new medical certificate should be sent thereafter covering all periods of absence.	

12.4	Provided you comply with and satisfy the Company’s sick pay requirements and conditions, you will be eligible for sick pay comprising your normal basic salary for 260 working days in total in any 12 month rolling period (“Company Sick Pay”).	
 
13. 	Termination of Employment, Payment in Lieu of Notice and Garden Leave	
Notice and Summary Dismissal 
 
13.1	You are required to give and are entitled to receive 12 months notice of termination of employment.	
 
13.2	The Company has the right to terminate your employment without notice or pay in lieu of notice in the event of gross misconduct or some other fundamental breach of contract on your part.	
Garden Leave
 
13.3	Without prejudice to the provisions of Clause 13.2 (summary dismissal), the Company may, at any time during your employment require you to cease performing your job for such period or periods of your employment (including any notice period) as the Company shall in its absolute discretion determine. During any such period of garden leave:-	
 
 	13.3.1	The Company shall continue to pay the Salary and shall provide all benefits to which you are entitled under this Agreement;	
 
 	13.3.2	The Company shall be under no obligation to provide any work for you and shall be entitled to appoint any other person or persons to perform your duties under this Agreement whether on a temporary or a permanent basis;	
 
 	13.3.3	The Company may forbid you to enter any Group premises or to contact any employees, officers, customers, clients, agents or suppliers of the Group without its prior consent;	
 
 	13.3.4	You shall, at the request of the Company, immediately deliver to the Company all or any property in your possession or control which belongs to the Company or any Group Company or which relates to the business of the Company or any Group Company excluding any Company Car provided to you;	
 
 	13.3.5	You shall keep the Company informed of your whereabouts so that you can be called upon to perform any appropriate duties as required by the Company; and	
 
 	13.3.6	For the avoidance of doubt you shall continue to be bound by all your obligations under this Agreement insofar as they are compatible with you being on garden leave including, without limit, your duty of good faith and your duties under Clause 2.1.	
 
14. 	Confidentiality	
 
14.1	You acknowledge that in the ordinary course of your employment you will be exposed to information about the Company’s business, the business of other Group Companies and that of the Company’s and the Group’s suppliers, distributors, customers and other third parties. Such information may be a trade secret, confidential or commercially sensitive and may not be readily available to others engaged in a similar business to that of the Company or any of the Group or to the general public and which if disclosed will be liable to cause harm to the Company or the Group. Such information, whether recorded in writing, on computer disk or in any other medium or not recorded, is “Confidential Information” and you agree to accept the following restrictions.	
 
14.2	Confidential Information includes but is not limited to the following – internal financial & management accounts information; investment and pricing policies; access codes and computer passwords; product data; personnel information; customer, supplier and distributor information which includes their names and addresses, business and trading requirements, contact information, prices and discounts and margin or other financial information.	
 
14.3	You will not either during your employment or after its termination, without limit in time, use, divulge or communicate to any person, firm, company or organisation any Confidential information acquired or discovered during the course of your employment with the Company or the Group or make any statement or act in any way which may damage the reputation of the Company or Group. These provisions are without prejudice to your duties and obligations implied by common law.	

15. 	Restrictive Covenants	
 
15.1	For the purposes of this Clause the following words and expressions shall have the following meanings:	

“Business”	  	the business or businesses of the Company or any other Group Company in or with which you have been involved or concerned at any time during the period of 6 months prior to the Termination Date	
		
“directly or indirectly”	  	you acting either alone and on your own behalf or jointly with or on behalf of any other person, firm or company, whether as principal, partner, manager, employee, contractor, director, consultant, investor or otherwise	
		
“Key Personnel”	  	any person who is at the Termination Date or was at any time during the period of 6 months prior to the Termination Date employed, or engaged as a consultant, in the Business either (a) in a sales role or (b) in an executive or senior managerial capacity and in either case with whom you have had dealings other than in a de minimis way during the course of your employment	
		
“Prospective Customer”	  	any person, firm or company which has been engaged in negotiations, with which you have been personally involved, with the Company or any Group Company with a view to purchasing goods or services from the Company or any Group Company during the period of 6 months prior to the Termination Date	
		
“Relevant Area”	  	England, Wales, Scotland, Northern Ireland, Albania, Andorra, Armenia, Austria, Azerbaijan, Belarus, Belgium, Bosnia and Herzegovina, Bulgaria, Croatia, Cyprus, Czech Republic, Denmark, Estonia, Faroe Islands, Finland, France, Georgia, Germany, Gibraltar, Greece, Greenland, Hungary, Iceland, Republic of Ireland, Italy, Kazakhstan, Kyrgyzstan, Latvia, Liechtenstein, Lithuania, Luxembourg, Macedonia, Malta, Moldova, Monaco, Netherlands, Norway, Poland, Portugal, Romania, Russian Federation, San Marino, Serbia and Montenegro, Slovakia, Slovenia, Spain, Svalbard and Jan Mayen Islands, Sweden, Switzerland, Tajikistan, Turkey, Turkmenistan, Ukraine, Uzbekistan, Bahrain, British Indian Ocean Territory, Iran, Iraq, Israel, Jordan, Kuwait, Lebanon, Oman, Palestine, Qatar, Saudi Arabia, Syria, Turkey, United Arab Emirates, Yemen, Algeria, Angola, Benin, Botswana, Bouvet Island, Burkina Faso, Burundi, Cameroon, Cape Verde, Central African Republic, Chad, Comoros, Congo, Dem. Rep. Congo (Zaire), Cote d’Ivoire, Djibouti, Egypt, Equatorial Guinea, Eritrea, Ethiopia, Gabon, Gambia, Ghana, Guinea, Guinea-Bissau, Kenya, Lesotho, Liberia, Libya Madagascar, Malawi, Mali, Mauritania, Mauritius, Mayotte, Morocco, Mozambique, Namibia, Niger, Nigeria, Reunion, Rwanda, Sāo Tomé and Principe, Senegal, Seychelles, Sierra Leone, Somalia, South Africa, Sudan, Swaziland, Tanzania, Togo, Tunisia, Uganda, Western Sahara, Zambia, Zanzibar, Zimbabwe	
		
“Relevant Customer”	  	any person, firm or company which at any time during the 6 months prior to the Termination Date was a customer of the Company or any Group Company, with whom or which you dealt other than in a de minimis way or for whom or which you were responsible in a supervisory or managerial capacity on behalf of the Company or any Group Company at any time during the said period	
		
“Relevant Goods and Services”	  	any goods and services competitive with those supplied by the Company or any Group Company at any time during the 6 months prior to the Termination Date in the supply of which you were involved or concerned other than in a de minimis way at any time during the said period	
		
“Relevant Period”	  	the period of your employment and, for the purposes of Clause 15.2, the period of 3 months from the Termination Date, and for the purposes of Clauses 15.3 and 15.4, the period of 6 months from the Termination Date except that any period of garden leave served by you pursuant to Clause 13.3 during any period of notice prior to the Termination Date shall reduce the Relevant Period accordingly.	

			
“Relevant Supplier”	  	any person, firm or company which at any time during the 6 months prior to the Termination Date was a supplier of any goods or services (other than utilities and goods or services supplied for administrative purposes) to the Company or any Group Company and with whom or which you had personal dealings during your employment other than in a de minimis way	
		
“Termination Date”	  	the date on which your employment under this Agreement shall terminate	
 
15.2	Without prejudice to Clause 2.3 you shall not without the prior written consent of the Company directly or indirectly at any time within the Relevant Period engage or be concerned or interested in any business within the Relevant Area which (a) competes or (b) will at any time during the Relevant Period compete with the Business. Nothing in this sub-clause shall prevent you from being or becoming a Minority Holder provided that you disclose this to the Company.	
 
15.3	You shall not, other than during your employment in the ordinary and proper course of your duties and for the benefit of the Company, without the prior written consent of the Company, directly or Indirectly at any time within the Relevant Period:-	
 
 	15.3.1	solicit the custom of; or	
 
 	15.3.2	facilitate the solicitation of; or	
 
 	15.3.3	deal with	
any Relevant Customer in respect of any Relevant Goods and Services; or
 
 	15.3.4	solicit the custom of; or	
 
 	15.3.5	facilitate the solicitation of; or	
 
 	15.3.6	deal with	
any Prospective Customer in respect of any Relevant Goods and Services; or
 
 	15.3.7	interfere; or	
 
 	15.3.8	endeavour to interfere	
with the continuance of supplies to the Company and/or any Group Company (or the terms relating to those supplies) by any Relevant Supplier.
 
15.4	You shall not without the prior written consent of the Company directly or indirectly at any time during the Relevant Period:-	
 
 	15.4.1	entice away from the Company or any Group Company; or	
 
 	15.4.2	endeavour to entice away from the Company or any Group Company; or	
 
 	15.4.3	employ or engage	
any Key Personnel.
 
15.5	You acknowledge that because of the nature of your duties and the particular responsibilities arising as a result of such duties you have or will have knowledge of Confidential Information and have/will have developed relationships with and have knowledge of and influence over the Group’s customers and staff and are therefore in a position to harm the goodwill and interests of the Company and any Group Companies (the “ Interests ”) if you were to make use of such Confidential Information or knowledge or influence for your own purposes or the purposes of another. Accordingly, having regard to the above, you acknowledge that the provisions of this Clause are fair, reasonable and necessary to protect the Interests. Whilst the provisions of this Clause 15 have been framed with a view to ensuring that the Interests are adequately protected taking account of the Group’s legitimate expectations of the future	

 	development of the business, you acknowledge that the business may change over time and as a result it may become necessary to amend the provisions of this Clause in order to ensure that the Interests remain adequately protected. You, therefore, agree that the Company shall be entitled to amend the provisions of this Clause in accordance with Clause 15.6 below in order to protect the Interests.	
 
15.6	In order to amend the provisions of this Clause, the Company shall notify you in writing of why it believes it is necessary to amend this Clause and the amendments which it proposes. You shall then have a period of 14 calendar days in which to put forward any objections which you might have to the proposed amendments. In the event of that you do not put forward any such objections, this Clause shall take effect with the proposed amendments on the expiry of the 14 day period. In the event that you do put forward any objections, the Company shall endeavour to accommodate them, insofar as they are reasonable and where reasonably possible, given that the Company’s overriding objective must be to ensure adequate protection of the Interests, to agree the amendments with you. The Company shall then, having considered your objections, serve a further written notice on you informing you of the final amendments to this Clause which will thereafter take immediate effect.	
 
15.7	You acknowledge that the provisions of this Clause 15 shall constitute severable undertakings given to the Company for itself and for the benefit of and as trustee for each of the other Group Companies and the said undertakings may be enforced by the Company on its own behalf and on behalf of any of the Group Companies. Each of the obligations in this Clause 15 is an entire separate and independent restriction on you. If any part is found to be invalid or unenforceable the remainder will remain valid and enforceable. If any of the restrictions or obligations contained in this Clause is held not to be valid on the basis that it exceeds what is reasonable for the protection of the goodwill and interests of the Company or any Group Company but would be valid if part of the wording were deleted then such restrictions or obligations shall apply with such deletions as may be necessary to make it enforceable.	
 
15.8	You acknowledge and agree that you shall be obliged to draw the provisions of this Clause to the attention of any third party who may at any time before or after the termination of your employment offer to employ or engage you and for whom or with whom you intend to work during the Relevant Period.	
 
15.9	You shall, at the request and cost of the Company, enter into a direct agreement or undertaking with any Group Company to which you provide services whereby you will accept restrictions corresponding to the restrictions in this Clause (or such of them as may be appropriate in the circumstances) as the Company may require in the circumstances.	
 
15.10	You agree that if the Company transfers all or any part of its business to a third party (the “Transferee”), the restrictions contained in this Clause 15 shall, with effect from the date that you become an employee of the Transferee, apply to you as if references to the Company include the Transferee and references to any Group Company include any Group Company of the Transferee.	
 
16.	Company Property	
 
16.1	Any property and any original or copy documents (however recorded and whether retained electronically or on paper or otherwise) in your possession belonging or relating to the business of the Company shall be returned to your line manager at any time on request and in any event on the termination of the employment. You must not keep any copies in any form of those documents or any notes or extracts from them.	
 
16.2	You must also retrieve from any storage system of whatever nature (including any computer or database) all information or documents relating to the Group or its business and record them in a permanent and portable form accessible to the Company. Any such record must then be delivered to the Company immediately. Having retrieved that information and documents, all such information and documents still in your storage system must then be erased or removed and destroyed as the Company directs.	
 
17.	Company Handbooks	
 
17.1	A copy of the Company Handbook is available on the intranet site. You shall observe and be subject to its provisions insofar as they apply to your employment. For the avoidance of doubt the Company handbook does not constitute part of your contract of employment by reference and can be changed at any time.	

17.2	When driving a company vehicle you will be subject to the conditions in the Driver’s Handbook. For the avoidance of doubt the Driver’s Handbook does not constitute part of your contract of employment by reference and can be changed at any time.	
 
17.3	A hard copy of the Company Handbook and/or the Driver’s Handbook can be made available on request.	
 
18.	Disciplinary and Grievance Procedures	
 
18.1	The disciplinary rules that currently apply to your employment are set out in the Company Handbook, a copy of which is available on the Company’s intranet. For the avoidance of doubt the Company Discipline and Grievance procedure does not constitute part of your contract of employment by reference and can be changed at any time.	
 
18.2	You are also expected to comply with the obligations set out in the Company’s Code of Conduct, a copy of which is also available on the Company’s intranet.	
 
18.3	The Company reserves the right to suspend you at any time, with pay, whilst investigating any disciplinary matter or for a health and safety reason and/or to suspend you without pay as a disciplinary measure.	
 
18.4	The Company’s grievance procedure is to enable you to resolve any problems you may have about any aspect of your employment. You should first discuss the matter with your manager and only if you are unable to resolve the matter should you then take the steps set out in the grievance procedure.	
 
19.	Health and Safety	
 
19.1	The health and safety of all employees whilst at work is a matter of prime importance. It is the duty and responsibility of each employee to familiarise themselves with, and comply with, the Company’s health and safety policies and procedures.	
 
20.	Data Protection	
 
20.1	You are required at all times during your employment to comply with the provisions of the Data Protection Act 1998 and with any policy introduced by the Company to comply with the Act.	
 
20.2	You consent to the processing by the Company of personal data, including sensitive personal data, relating to you as necessary for the performance of your contract and/or the conduct of the Company’s business.	
 
21.	Miscellaneous	
 
21.1	There are no collective agreements relevant to your employment.	
 
21.2	It is not currently envisaged that you will be required to work outside the United Kingdom for a continuous period of more than 1 month. If this changes, and you are required to work outside the United Kingdom for more than 1 month, details of any changes required to be made to the terms of your employment, for example regarding holidays, benefits, currency of pay and any relocation allowances will be notified to you.	
 
21.3	Without prejudice to any specific powers of variation contained in this Agreement, the Company reserves the general right to make reasonable changes to this Agreement and any other agreed terms and conditions of employment on giving you reasonable notice in writing of any such change.	
 
21.4	This Agreement sets out the whole agreement between the parties with regard to its subject matter and supersedes any previous agreement (whether verbal or written) made between the parties at any time.	
 
21.5	The Company may at its sole discretion transfer this Agreement to any company in the Company’s Group at any time.	
 
21.6	This Agreement shall be governed by and construed in accordance with English law and the parties hereby submit to the exclusive jurisdiction of the English courts.	

22. 	Definitions	

“Associated
Company”	  	means a company or undertaking (which is not a Subsidiary or Holding Company of the Company or of a Group Company) of which more than 20 per cent of the Equity Share Capital is for the time being owned by the Company or a Group Company or which for the time being owns more than 20 per cent of the Equity Share Capital of the Company or a Group Company	
		
“Board”	  	means the Leadership Team of the Company from time to time	
		
“Company”	  	means Univar Limited	
		
’Equity Share Capital”	  	has the meaning given to it in section 548 of the Companies Act 2006	
		
“Group”	  	means
 
(i)       the Company
 
(ii)      any Holding Company for the time being of the Company
 
(iii)     any Subsidiary for the time being of the Company or of the Company’s Holding Company
 
(iv)     any Associated Company and
 
(v)      any other company or body corporate or other form of business entity the name of which is notified in writing to you by the Company as being a member of the Group	
		
“Group Company”	  	means any member of the Group, other than the Company, from time to time	
		
“Minority Holder”	  	means a person who, whether solely or jointly, holds or is beneficially interested in the shares or securities of any company quoted on any Recognised Investment Exchange provided that such holding or interest does not exceed 3 per cent of any single class of such shares or securities. In calculating whether a person is a Minority Holder there shall be aggregated with any shares or securities held by him or to which he is beneficially entitled any shares or securities of the same class which his spouse or Civil Partner or any dependent child holds or is beneficially entitled to	
		
“Holding Company” and “Subsidiary”	  	have the meanings given to them respectively in section 1159 of the Companies Act 2006	

SIGNED by David Jukes	 		 	/s/ David Jukes	
			
For and on behalf of the company	 		 		
			
SIGNED by John Zillmer
President & CEO Univar Group	 		 	/s/ John Zillmer	
			
SIGNED by Amy Weaver
EVP & General Counsel Univar Group	 		 	/s/ Amy Weaver	

Exhibit 10.54
EXECUTION VERSION
CONFIDENTIAL
INDEMNIFICATION AGREEMENT
This INDEMNIFICATION AGREEMENT, dated as of November 30, 2010 (the “ Agreement ”), is among Univar Inc., a Delaware corporation (the “ Company ”), Univar USA Inc., a Washington corporation (together with the Company, the “ Company Entities ”), CVC European Equity Partners IV (A) L.P. and CVC European Equity Partners IV (B) L.P., each a Cayman Islands exempted limited partnership (the “ AB Funds ”), CVC European Equity Partners IV (C) L.P., CVC European Equity Partners IV (D) L.P. and CVC European Equity Partners IV (E) L.P., each a Cayman Islands exempted limited partnership (the “ CDE Funds ”), CVC European Equity Partners Tandem Fund (A) L.P., CVC European Equity Partners Tandem Fund (B) L.P. and CVC European Equity Partners Tandem Fund (C) L.P., each a Cayman Islands exempted limited partnership (the “ Tandem Funds ” and, together with the AB Funds and the CDE Funds, the “ Funds ”), and CVC European Equity IV (AB) Limited, CVC European Equity IV (CDE) Limited and CVC European Equity Tandem GP Limited, each a limited company governed by the laws of Jersey and CVC Capital Partners Advisory Company (Luxembourg) S.à.r.l, a société à responsabilité limitée organized under the laws of the Grand Duchy of Luxembourg (each a “ Manager ”, collectively the “ Managers ”). Capitalized terms used herein without definition have the meanings set forth in Section 1 of this Agreement.
RECITALS
A. The Tandem Funds are managed by CVC European Equity Tandem GP Limited and the AB Funds and the CDE Funds are managed by CVC European Equity IV (AB) Limited and CVC European Equity IV (CDE) Limited, respectively. The general partners of the Tandem Funds, the AB Funds and the CDE Funds are CVC European Equity Tandem GP Limited, CVC European Equity IV (AB) Limited and CVC European Equity IV (CDE) Limited, respectively (the “ GPs of the Funds ” and, together with any other investment vehicle that is a direct or indirect stockholder in the Company and managed by the GPs of the Funds or its Affiliates, “ Manager Associates ”).
B. CDR Ulysses, LLC, a Delaware Limited Liability Company is an acquisition vehicle formed by Clayton, Dublilier & Rice, LLC, a Delaware limited liability company, that has executed a Stock Purchase Agreement, dated as of August 31, 2010 (as the same may be amended from time to time in accordance with its terms and the Stockholders Agreement (as defined below), the “ Stock Purchase Agreement ”), among CDR Ulysses, LLC, the Company, and Univar N.V., a company organized under the laws of the Netherlands (“ Holdings ”), pursuant to which CD&R Univar Holdings, L.P., a Cayman Islands exempted limited partnership and Affiliate of CDR Ulysses, LLC, and certain of its Affiliates have acquired shares of newly issued Company common stock from the Company (the “ Equity Offering ”) and shares of the Company’s common stock from Holding, in each case in the amount provided in the Stock Purchase Agreement (such acquisitions collectively, the “ Investment ”).

C. The Company, Univar N.V., CD&R Univar Holdings, L.P., the other CD&R Investor Parties (as defined therein) and for the limited purpose of the Observer Rights set for in Section 4.02 therein, Parcom Ulysses 2 S.à r.l., Parcom Buy Out Fund II B.V., GSMP V Onshore US, Ltd., GSMP V Offshore US, Ltd. and GSMP V Institutional US, Ltd., and for the limited purpose of Section 6.02(c) thereof, Clayton, Dubilier & Rice, LLC and CVC Capital Partners Advisory Company (Luxembourg) S.à.r.l have entered into a Stockholders Agreement (as the same may be amended from time to time in accordance with the terms thereof, the “ Stockholders Agreement ”), dated as of the date hereof, setting forth certain agreements with respect to, among other things, the management of the Company and transfers of its shares in various circumstances.
D. Concurrently with the execution and delivery of this Agreement, the Companies have entered into each of a Monitoring Agreement and Facilitation and Implementation Agreement with each of the Managers, each dated as of the date hereof (as the same may be amended from time to time in accordance with its terms and the Stockholders Agreement, the “ Services Agreements ”).
E. In connection with the Investment, certain Managers have performed certain services as described in Section 2(a) of the Monitoring Agreement (such services, the “ Initial Services ”).
F. In connection with the Investment, the Company and/or one or more of its wholly-owned Subsidiaries intends to consummate the New Financing and to cause the Amended Facilities to become effective.
G. In connection with the transactions contemplated by the Purchase Agreement, dated as of October 20, 2010, as the same may be amended from time to time in accordance with its terms, among the Company, Basic Chemical Solutions, LLC and the other parties thereto, the Company intends to consummate the transactions contemplated by the BCS Financing Commitments (the “ BCS Financing ”).
H. The Company or one or more of its Subsidiaries from time to time in the future may ( i ) offer and sell or cause to be offered and sold equity or debt securities or instruments (such offerings, collectively, the “ Subsequent Offerings ”), including without limitation ( x ) offerings of shares of capital stock of the Company or any of its Subsidiaries, and/or options to purchase such shares or other equity-linked instruments to employees, directors, managers, dealers, franchisees and consultants of and to the Company or any of its Subsidiaries (any such offering, a “ Management Offering ”), and ( y ) one or more offerings of debt securities or instruments for the purpose of refinancing any indebtedness of the Company or any of its Subsidiaries or for other corporate
 
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purposes, ( ii ) repurchase, redeem or otherwise acquire certain securities or instruments of the Company or any of its Subsidiaries or engage in recapitalization or structural reorganization transactions relating thereto (any such repurchase, redemption, acquisition, recapitalization or reorganization, a “ Redemption ”), in each case subject to the terms and conditions of the Stockholders Agreement and any other applicable agreement, and ( iii ) incur or assume indebtedness for borrowed money, assume, guarantee, endorse or otherwise become liable or responsible for (whether directly or contingently or otherwise) for the obligations of any other Person or make any loan or advance to any other Person (such indebtedness, assumptions, guarantees, endorsements, loans, advances and liabilities, collectively, “ Subsequent Financings ”).
I. The parties hereto recognize the possibility that claims might be made against and liabilities incurred by the Managers, the Funds, Manager Associates or related Persons or Affiliates under applicable securities laws or otherwise in connection with the Transactions (including the Initial Services) or the Offerings, or the Financings, or relating to other actions or omissions of or by members of the Company Group, or relating to the provision of certain monitoring, facilitation and implementation or other services, including service as an officer or director of any member of the Company Group (collectively, “ Services ”) to the Company Group by such Persons, and the parties hereto accordingly wish to provide for the Managers, the Funds, Manager Associates and related Persons and Affiliates to be indemnified in respect of any such claims and liabilities.
NOW, THEREFORE, in consideration of the foregoing premises, and the mutual agreements and covenants and provisions herein set forth, the parties hereto hereby agree as follows:
1. Definitions .
(a) “ Affiliate ” means, with respect to any Person, ( i ) any other Person directly or indirectly Controlling, Controlled by or under common Control with, such Person ( ii ) any Person directly or indirectly owning or Controlling 10% or more of any class of outstanding voting securities of such Person or ( iii ) any officer, director, general partner, special limited partner or trustee of any such Person described in clause (i) or (ii).
(b) “ Amended Facilities ” has the meaning specified in the Stock Purchase Agreement.
(c) “ BCS Financing ” has the meaning specified in the Recitals to this Agreement.
(d) “ BCS Financing Commitments ” has the meaning specified in the Stockholders Agreement.
 
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(e) “ Claim ” means, with respect to any Indemnitee, any claim by or against such Indemnitee involving any Obligation with respect to which such Indemnitee may be entitled to be indemnified by any member of the Company Group under this Agreement.
(f) “ Commission ” means the United States Securities and Exchange Commission or any successor entity thereto.
(g) “ Company ” has the meaning specified in the first paragraph of this Agreement.
(h) “ Company Group ” means the Company and each of its Subsidiaries.
(i) “ Control ” of any Person means the power to direct the management and policies of such Person (whether through the ownership of voting securities, by contract, as trustee or executor, as general partner, or otherwise).
(j) “ Equity Offering ” has the meaning specified in the Recitals to this Agreement.
(k) “ Exchange Act ” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.
(l) “ Expenses ” means all attorneys’ fees and expenses, retainers, court, arbitration and mediation costs, transcript costs, fees and expenses of experts, witness and public relations consultants, bonds, costs of collecting and producing documents, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees and all other disbursements, costs or expenses of the types customarily incurred in connection with prosecuting, defending, preparing to prosecute or defend, investigating, being or preparing to be a witness in, appealing or otherwise participating in a Proceeding.
(m) “ Financings ” means the Amended Facilities, the New Financing, the BCS Financing and any Subsequent Financing.
(n) “ Funds ” has the meaning specified in the first paragraph of this Agreement.
(o) “ GPs of the Funds ” has the meaning specified in the Recitals to this Agreement.
(p) “ Indemnifying Party ” has the meaning specified in Section 2(a) of this Agreement.
 
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(q) “ Indemnitee ” means each of the Managers, the Funds, the GPs of the Funds, their respective Affiliates (other than any member of the Company Group), their respective successors and assigns, and the respective directors, officers, partners, members, employees, agents, advisors, consultants, representatives and controlling persons (within the meaning of the Securities Act) of each of them, or of their partners, members and controlling persons, and each other person who is or becomes a director or an officer of any member of the Company Group and who is or becomes an employee of, or is nominated or designated to serve as a director or officer by, any of the foregoing, in each case irrespective of the capacity in which such person acts.
(r) “ Initial Services ” has the meaning specified in the Recitals to this Agreement.
(s) “ Investment ” has the meaning specified in the Recitals to this Agreement.
(t) “ Management Offering ” has the meaning specified in the Recitals to this Agreement.
(u) “ Managers ” has the meaning specified in the first paragraph of this Agreement.
(v) “ Manager Associates ” has the meaning specified in the Recitals to this Agreement.
(w) “ New Financing ” has the meaning specified in the Stock Purchase Agreement.
(x) “ Obligations ” means, collectively, any and all claims, obligations, liabilities, causes of actions, Proceedings, investigations, judgments, decrees, losses, damages (including punitive, consequential, special and exemplary damages), fees, fines, penalties, amounts paid in settlement, costs and Expenses (including without limitation interest, taxes, assessments and other charges in connection therewith and disbursements of attorneys, accountants, investment bankers and other professional advisors), in each case incurred, arising or existing with respect to third parties or otherwise, at any time or from time to time.
(y) “ Offerings ” means the Equity Offering, any Management Offering, any Redemption and any Subsequent Offering.
(z) “ Person ” means an individual, corporation, limited liability company, limited or general partnership, trust or other entity, including a governmental or political subdivision or an agency or instrumentality thereof.
 
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(aa) “ Proceeding ” means a threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, including without limitation a claim, demand, discovery request, formal or informal investigation, inquiry, administrative hearing, arbitration or other form of alternative dispute resolution, including an appeal from any of the foregoing.
(bb) “ Redemption ” has the meaning specified in the Recitals to this Agreement.
(cc) “ Related Document ” means any agreement, certificate, instrument or other document to which any member of the Company Group may be a party or by which it or any of its properties or assets may be bound or affected from time to time relating in any way to the Transactions or any Offering or Financing or any of the transactions contemplated thereby, including without limitation, in each case as the same may be amended from time to time, ( i ) any registration statement filed by or on behalf of any member of the Company Group with the Commission in connection with any Offering or Financing, including all exhibits, financial statements and schedules appended thereto, and any submissions to the Commission in connection therewith, ( ii ) any prospectus, preliminary, final, free writing or otherwise, included in such registration statements or otherwise filed by or on behalf of any member of the Company Group in connection with any Offering or used to offer or confirm sales of their respective securities or instruments in any Offering, ( iii ) any private placement or offering memorandum or circular, information statement or other information or materials distributed by or on behalf of any member of the Company Group or any placement agent or underwriter in connection with the Transactions or any Offering or Financing, ( iv ) any federal, state or foreign securities law or other governmental or regulatory filings or applications made in connection with any Offering, the Transactions or any of the transactions contemplated thereby, ( v ) any dealer-manager, underwriting, subscription, purchase, stockholders, option or registration rights agreement or plan entered into or adopted by any member of the Company Group in connection with the Transactions or any Offering or Financing, ( vi ) any purchase, repurchase, redemption, recapitalization or reorganization or other agreement entered into by any member of the Company Group in connection with any Redemption, or ( vii ) any quarterly, annual or current reports or other filing filed, furnished or supplementally provided by any member of the Company Group with or to the Commission or any securities exchange, including all exhibits, financial statements and schedules appended thereto, and any submission to the Commission or any securities exchange in connection therewith.
(dd) “ Securities Act ” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.
(ee) “ Services ” has the meaning specified in the Recitals to this Agreement.
 
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(ff) “ Services Agreements ” has the meaning specified in the Recitals to this Agreement.
(gg) “ Stock Purchase Agreement ” has the meaning specified in the Recitals to this Agreement.
(hh) “ Stockholders Agreement ” has the meaning specified in the Recitals to this Agreement.
(ii) “ Subsequent Financings ” has the meaning specified in the Recitals to this Agreement.
(jj) “ Subsequent Offerings ” has the meaning specified in the Recitals to this Agreement.
(kk) “ Subsidiary ” means each corporation or other Person in which a Person owns or Controls, directly or indirectly, capital stock or other equity interests representing more than 50% of the outstanding voting stock or other equity interests.
(ll) “ Transactions ” means the Investment (including the Equity Offering), the Amended Facilities, the New Financing and any other transaction for which Services are or have been provided to any member of the Company Group.
2. Indemnification .
(a) Each of the Company Entities (each, an “ Indemnifying Party ” and collectively, the “ Indemnifying Parties ”), jointly and severally, agrees to indemnify, defend and hold harmless each Indemnitee, to the fullest extent permitted by law, from and against any and all Obligations in any way resulting from, arising out of or in connection with, based upon or relating to ( i ) the Securities Act, the Exchange Act or any other applicable securities or other laws, in connection with the Transactions, any other Offering, any other Financing, any Related Document or any of the transactions contemplated thereby, ( ii ) any other action or failure to act of any member of the Company Group or any of their predecessors, whether such action or failure has occurred or is yet to occur, or ( iii ) the performance or failure to perform by a Manager or its Affiliates of Services for any member of the Company Group (whether prior to the date hereof or hereafter and whether pursuant to the Services Agreements or otherwise), ( iv ) the fact that such Indemnitee is or was a stockholder, director or officer of any member of the Company Group, or ( v ) any breach or alleged breach by such Indemnitee of any duty imposed on a stockholder, officer or director.
(b) Without in any way limiting the foregoing Section 2(a), each of the Indemnifying Parties, jointly and severally, agrees to indemnify, defend and hold harmless each Indemnitee from and against any and all Obligations resulting from,
 
7

arising out of or in connection with, based upon or relating to liabilities under the Securities Act, the Exchange Act or any other applicable securities or other laws, rules or regulations in connection with ( i ) the inaccuracy or breach of or default under any representation, warranty, covenant or agreement in any Related Document, or any allegation thereof, ( ii ) any untrue statement or alleged untrue statement of a material fact contained in any Related Document or ( iii ) any omission or alleged omission to state in any Related Document a material fact required to be stated therein or necessary to make the statements therein not misleading. Notwithstanding the foregoing, the Indemnifying Parties shall not be obligated to indemnify such Indemnitee from and against any such Obligation to the extent that such Obligation arises out of or is based upon an untrue statement or omission made in such Related Document in reliance upon and in conformity with written information furnished to the Company by such Indemnitee in an instrument duly executed by such Indemnitee and specifically stating that it is for use in the preparation of such Related Document.
(c) Without in any way limiting the foregoing, in the event that any Proceeding is initiated by an Indemnitee, any member of the Company Group or any other Person to enforce or interpret this Agreement or the Services Agreements, any rights of such Indemnitee to indemnification or advancement of Expenses (or related obligations of such Indemnitee) under any member of the Company Group’s certificate of incorporation or bylaws, any other agreement to which Indemnitee and any member of the Company Group are party, any vote of directors of any member of the Company Group, the Delaware General Corporation Law, any other applicable law or any liability insurance policy, or any rights or obligations under the Services Agreements, each of the Indemnifying Parties, jointly and severally, shall indemnify such Indemnitee against all costs and Expenses incurred by such Indemnitee or on such Indemnitee’s behalf (including but not limited to by any Manager Associates for all costs and Expenses incurred by it on such Indemnitee’s behalf) in connection with such Proceeding, whether or not such Indemnitee is successful in such Proceeding, except to the extent that the Person presiding over Proceeding determines that material assertions made by such Indemnitee in such Proceeding were in bad faith or were frivolous.
(d) Notwithstanding anything in this Section 2 to the contrary, it is understood and agreed that nothing in this Agreement is intended to provide for indemnification in respect of taxes imposed on the basis of income of an Indemnitee.
3. Contribution .
(a) If for any reason the indemnity specifically provided for in Section 2 is unavailable or is insufficient to hold harmless any Indemnitee from any Obligation covered by such indemnity, then each of the Indemnifying Parties, jointly and severally, shall contribute to the amount paid or payable by such Indemnitee as a result of such Obligation in such proportion as is appropriate to reflect ( i ) the relative fault of each of
 
8

the members of the Company Group, on the one hand, and such Indemnitee, on the other, in connection with the state of facts giving rise to such Obligation, ( ii ) the relative benefits received by the members of the Company Group, on the one hand, and such Indemnitee, on the other, from the Transaction, Offering, Financing or other circumstances giving rise to such Obligation and ( iii ) if required by applicable law, any other relevant equitable considerations.
(b) For purposes of Section 3(a), the relative fault of each member of the Company Group, on the one hand, and of an Indemnitee, on the other, shall be determined by reference to, among other things, ( i ) their respective relative intent, knowledge, access to information and opportunity to correct the state of facts giving rise to such Obligation, ( ii ) in the case of Section 2(b), whether the information whose inclusion in or omission from a Related Document resulted in the actual or alleged inaccuracy or breach of or default under any representation, warranty, covenant or agreement therein, or which is or is alleged to be untrue, required to be stated therein or necessary to make the statements therein not misleading, was supplied or should have been supplied by the members of the Company Group, on the one hand, or by such Indemnitee, on the other, and ( iii ) applicable law, and the relative benefits received by each member of the Company Group, on the one hand, and an Indemnitee, on the other, shall be determined by weighing the direct monetary proceeds to the Company Group, on the one hand, and such Indemnitee, on the other, from the Transaction, Offering, Financing or other circumstances giving rise to such Obligation.
(c) The parties hereto acknowledge and agree that it would not be just and equitable if the Indemnifying Parties’ contributions pursuant to Section 3 were determined by pro rata allocation or by any other method of allocation that does not take into account the equitable considerations referred to in such Section. No Indemnitee shall be entitled to contribution from any Indemnifying Party with respect to any Obligation covered by the indemnity specifically provided for in Section 2(b) in the event that such Indemnitee is finally determined to be guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) in connection with such Obligation and the Indemnifying Party is not guilty of such fraudulent misrepresentation.
4. Indemnification Procedures .
(a) Whenever any Indemnitee shall have actual knowledge of the assertion of a Claim against it, a Manager (acting on its own behalf or, if requested by any such Indemnitee other than itself, on behalf of such Indemnitee) or such Indemnitee shall notify the appropriate member of the Company Group in writing of the Claim (a “ Notice of Claim ”) with reasonable promptness after such Indemnitee has such knowledge relating to such Claim and has notified the Managers thereof, provided the failure or delay of the Managers or such Indemnitee to give such Notice of Claim shall not relieve any Indemnifying Party of its indemnification obligations under this Agreement except to
 
9

the extent that such omission results in a failure of actual notice to it and it is materially injured as a result of the failure to give such Notice of Claim. The Notice of Claim shall specify all material facts known to the Managers (or if given by such Indemnitee, such Indemnitee) relating to such Claim and the monetary amount or an estimate of the monetary amount of the Obligation involved if the Managers (or if given by such Indemnitee, such Indemnitee) has knowledge of such amount or a reasonable basis for making such an estimate. The Indemnifying Parties shall, at its expense, undertake the defense of such Claim with attorneys of their own choosing reasonably satisfactory in all respects to the Managers, subject to the right of the Managers to undertake such defense as hereinbelow provided. The Managers may participate in such defense with counsel of Managers’ choosing at the expense of the Indemnifying Parties. In the event that the Indemnifying Parties do not undertake the defense of the Claim within a reasonable time after the Managers (or if given by such Indemnitee, such Indemnitee) has given the Notice of Claim, or in the event that the Managers shall in good faith determine that the defense of any Claim by the Indemnifying Parties is inadequate or may conflict with the interest of any Indemnitee (including, without limitation, Claims brought by or on behalf of any member of the Company Group), the Managers may, at the expense of the Indemnifying Party, undertake the defense of the Claim and compromise or settle the Claim, all for the account of and at the risk of the Indemnifying Parties. In the defense of any Claim against an Indemnitee, the Indemnifying Party not shall, except with the prior written consent of the Managers, consent to entry of any judgment or enter into any settlement that includes any injunctive or other non-monetary relief or any payment of money by such Indemnitee, or that does not include as an unconditional term thereof the giving by the Person or Persons asserting such Claim to such Indemnitee of an unconditional release from all liability on any of the matters that are the subject of such Claim and an acknowledgement that such Indemnitee denies all wrongdoing in connection with such matters. The Indemnifying Parties shall not be obligated to indemnify an Indemnitee against amounts paid in settlement of a Claim if such settlement is effected by such Indemnitee without the prior consent of the Company (on its own behalf and on behalf of each other Indemnifying Party), which shall not be unreasonably withheld or delayed. In each case, the Managers and each other Indemnitee seeking indemnification hereunder will cooperate with the Indemnifying Party, so long as an Indemnifying Party is conducting the defense of the Claim, in the preparation for and the prosecution of the defense of such Claim, including making available evidence within the control of the Managers or such Indemnitee, as the case may be, and persons needed as witnesses who are employed by the Managers or such Indemnitee, as the case may be, in each case as reasonably needed for such defense and at cost, which cost, to the extent reasonably incurred, shall be paid by the Indemnifying Parties.
(b) The applicable Manager shall notify the Indemnifying Parties in writing of the amount requested for advances (a “ Notice of Advances ”). Each of the Indemnifying Parties, jointly and severally, agrees to advance all Expenses incurred by such Manager (acting on its own behalf or, if requested by any such Indemnitee other than itself, on
 
10

behalf of such Indemnitee) or any Indemnitee in connection with any Claim (but not for any Claim initiated or brought voluntarily by an Indemnitee other than a Proceeding contemplated by Section 2(c)) in advance of the final disposition of such Claim without regard to whether Indemnitee will ultimately be entitled to be indemnified for such Expenses upon receipt of an undertaking by or on behalf of a Manager or such Indemnitee to repay amounts so advanced if it shall ultimately and finally be determined, including through all challenges, if any, to the award rendered therein, that such Manager or such Indemnitee is not entitled to be indemnified by the Indemnifying Parties as authorized by this Agreement. Such repayment undertaking shall be unsecured and shall not bear interest. No Indemnifying Party shall impose on any Indemnitee additional conditions to advancement or require from such Indemnitee additional undertakings regarding repayment. The Indemnifying Parties shall make payment of such advances no later than 10 days after the receipt of the Notice of Advances.
(c) The applicable Manager shall notify the Indemnifying Parties in writing of the amount of any Obligation actually paid by such Manager or any Indemnitee on whose behalf such Manager is acting (a “ Notice of Payment ”). The amount of any Obligation actually paid by the applicable Manager or such Indemnitee shall bear simple interest at the rate equal to the JPMorgan Chase Bank, N.A. prime rate as of the date of such payment plus 2% per annum, from the date any Indemnifying Party receives the Notice of Payment to the date on which each of the Indemnifying Parties, jointly and severally, shall repay the amount of such Obligation plus interest thereon to such Manager or such Indemnitee. The Indemnifying Parties shall make indemnification payments to such Manager no later than 30 days after receipt of the Notice of Payment.
(d) Presumptions; Burden and Standard of Proof . In connection with any determination regarding the entitlement of any Indemnitee to be indemnified, or any review of any such determination, by any Person:
(i) It shall be a presumption that such Indemnitee has met any applicable standard of conduct and that indemnification of such Indemnitee is proper in the circumstances.
(ii) The burden of proof shall be on the Indemnifying Parties to overcome the presumption set forth in the preceding clause (i), and such presumption shall only be overcome if the Indemnifying Parties establish that there is no reasonable basis to support it.
(iii) The termination of any Proceeding by judgment, order, finding, award, settlement (whether with or without court approval) or conviction, or upon a plea of nolo contendere , or its equivalent, shall not create a presumption that indemnification is not proper or that an Indemnitee did not meet any applicable standard of conduct or that a court has determined that indemnification is not permitted by this Agreement or otherwise.
 
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5. Certain Covenants . The rights of each Indemnitee to be indemnified under any other agreement, document, certificate or instrument, by-laws or other organizational agreement or instrument, insurance policy or applicable law are independent of and in addition to any rights of such Indemnitee to be indemnified under this Agreement, provided that to the extent that an Indemnitee is entitled to be indemnified by the Indemnifying Parties under this Agreement and by any other Indemnitee under any other agreement, document, certificate, by-law or instrument, or by any insurer under a policy maintained by any other Indemnitee, the obligations of the Indemnifying Parties hereunder shall be primary, and the obligations of such other Indemnitee or insurer secondary, and no Indemnifying Party shall be entitled to contribution or indemnification from or subrogation against such other Indemnitee or insurer. Notwithstanding the foregoing, any Indemnitee may choose to seek indemnification from any potential source of indemnification regardless of whether such indemnitor is primary or secondary. An Indemnitee’s election to seek advancement of indemnified sums from any secondary indemnifying party will not limit the right of such Indemnitee, or any secondary indemnitor proceeding under subrogation rights or otherwise, from seeking indemnification from the Indemnifying Parties to the extent that the obligations of the Indemnifying Parties are primary, and each of the Indemnifying Parties, jointly and severally, shall indemnify each Indemnitee from and against, and shall pay to each Indemnitee, any amount paid or reimbursed by such Indemnitee to or on behalf of another indemnitee, pursuant to indemnification arrangements or otherwise, in respect of an Obligation referred to in Section 2. The rights of each Indemnitee and the obligations of each Indemnifying Party hereunder shall remain in full force and effect regardless of any investigation made by or on behalf of such Indemnitee. Following the Investment, each of the Company Entities and its corporate successors, shall implement and maintain in full force and effect any and all corporate charter and by-law provisions that may be necessary or appropriate to enable it to carry out its obligations hereunder to the fullest extent permitted by applicable law, including without limitation a provision of its certificate of incorporation (or comparable organizational document under its jurisdiction of incorporation) eliminating liability of a director for breach of fiduciary duty to the fullest extent permitted by applicable law, as amended from time to time. So long as the Company or any other member of the Company Group maintains liability insurance for any directors, officers, employees or agents of any such person, the Indemnifying Parties shall ensure that each Indemnitee serving or that has served in such capacity is covered by such insurance in such a manner as to provide Indemnitee the same rights and benefits as are accorded to the most favorably insured of the Company’s and the Company Group’s then current directors and officers. No Indemnifying Party shall seek or agree to any order of any court or other governmental authority that would prohibit or otherwise interfere, or take or fail to take any other action if such action or failure would reasonably be expected to have the effect of prohibiting or otherwise interfering, with the performance of any of the Indemnifying Party’s indemnification, advancement or other obligations under this Agreement.
 
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6. Notices . All notices and other communications hereunder shall be in writing and shall be delivered by certified or registered mail (first class postage prepaid and return receipt requested), telecopier, overnight courier or hand delivery, as follows:
(a) If to any Company Entity, to:
Univar Inc.
17425 NE Union Hill Road
Redmond, Washington 98052
Attention: General Counsel
Facsimile: (425) 889-3500
 
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(b) If to any Manager:
CVC Capital Partners Advisory Company
Luxembourg) S.à.r.l
20, Avenue Monterey
L-2163 Luxembourg, Grand-Duchy of Luxembourg
Attention: Emanuela Brero
Facsimile: + 352 26 47 8367
(c) If to the Tandem Funds:
CVC European Equity Tandem GP Limited
22 Grenville Street
St Helier, Jersey JE4 8PX
Channel Islands
Attention: Carl Hansen
(d) If to the AB Funds:
CVC European Equity IV (AB) Limited
22 Grenville Street
St Helier, Jersey JE4 8PX
Channel Islands
Attention: Carl Hansen
(e) If to the CDE Funds:
CVC European Equity IV (CDE) Limited
22 Grenville Street
St Helier, Jersey JE4 8PX
Channel Islands
Attention: Carl Hansen
or to such other address or such other person as any Company Entity, Manager, or Funds, as the case may be, shall have designated by notice to the other parties hereto. All communications hereunder shall be effective upon receipt by the party to which they are addressed. A copy of any notice or other communication given under this Agreement shall also be given to:
Sullivan & Cromwell LLP
125 Broad Street
New York, New York 10004
Attention: George Sampas, Esq.
Facsimile: (212) 291-9131
 
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7. Arbitration
(a) Any dispute, claim or controversy arising out of, relating to, or in connection with this contract, or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be finally determined by arbitration. The arbitration shall be administered by JAMS. If the disputed claim or counterclaim exceeds $250,000, not including interest or attorneys’ fees, the JAMS Comprehensive Arbitration Rules and Procedures (“ JAMS Comprehensive Rules ”) in effect at the time of the arbitration shall govern the arbitration, except as they may be modified herein or by mutual written agreement of the parties. If no disputed claim or counterclaim exceeds $250,000, not including interest or attorneys’ fees, the JAMS Streamlined Arbitration Rules and Procedures (“ JAMS Streamlined Rules ”) in effect at the time of the arbitration shall govern the arbitration, except as they may be modified herein or by mutual written agreement of the parties.
(b) The seat of the arbitration shall be New York, New York. The parties submit to jurisdiction in the state and federal courts of the State of New York for the limited purpose of enforcing this agreement to arbitrate.
(c) The arbitration shall be conducted by one neutral arbitrator unless the parties agree otherwise. The parties agree to seek to reach agreement on the identity of the arbitrator within 30 days after the initiation of arbitration. If the parties are unable to reach agreement on the identity of the arbitrator within such time, then the appointment of the arbitrator shall be made in accordance with the process set forth in JAMS Comprehensive Rule 15.
(d) The arbitration award shall be in writing, state the reasons for the award, and be final and binding on the parties. Subject to Section 2(c), the arbitrator may, in the award, allocate all or part of the fees incurred in and costs of the arbitration, including the fees of the arbitrator and the attorneys’ fees of the prevailing party. Judgment on the award may be entered by any court having jurisdiction thereof or having jurisdiction over the relevant party or its assets. Notwithstanding applicable state law, the arbitration and this agreement to arbitrate shall be governed by the Federal Arbitration Act, 9 U.S.C. § 1, et seq.
(e) The parties agree that the arbitration shall be kept confidential and that the existence of the Proceeding and any element of it (including but not limited to any pleadings, briefs or other documents submitted or exchanged, any testimony or other oral submissions, and any awards) shall not be disclosed beyond the tribunal, JAMS, the parties, their counsel, accountants and auditors, insurers and re-insurers, and any person necessary to the conduct of the Proceeding. The confidentiality obligations shall not apply ( i ) if disclosure is required by law, or in judicial or administrative proceedings, or ( ii ) as far as disclosure is necessary to enforce the rights arising out of the award.
 
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8. Governing Law . This Agreement shall be governed in all respects, including validity, interpretation and effect, by the law of the State of Delaware, regardless of the law that might be applied under principles of conflict of laws to the extent such principles would require or permit the application of the laws of another jurisdiction.
9. Severability . If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions hereof shall not in any way be affected or impaired thereby.
10. Successors; Binding Effect . Each Indemnifying Party will require its successor (whether direct or indirect, by purchase, merger, consolidation, reorganization or otherwise) to all or substantially all of the business and assets of such Indemnifying Party, by agreement in form and substance satisfactory to the Managers, expressly to assume and agree to perform this Agreement in the same manner and to the same extent as the Indemnifying Party (which shall not be released from its obligations). This Agreement shall be binding upon and inure to the benefit of each party hereto and its successors and permitted assigns, and each other Indemnitee, but neither this Agreement nor any right, interest or obligation hereunder shall be assigned, whether by operation of law or otherwise, by the Company without the prior written consent of the Managers. Insofar as any Indemnitee transfers all or substantially all of its assets to a third party, such third party shall thereupon be deemed an additional Indemnitee for all purposes of this Agreement, with the same effect as if it were a signatory to this Agreement in such capacity.
11. Miscellaneous . The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. This Agreement is not intended to confer any right or remedy hereunder upon any Person other than each of the parties hereto and their respective successors and permitted assigns and each other Indemnitee (each of whom is an intended third party beneficiary of this Agreement). Neither the waiver by any of the parties hereto or by any other Indemnitee of a breach of or a default under any of the provisions of this Agreement, nor the failure by any such party or Indemnitee, on one or more occasions, to enforce any of the provisions of this Agreement or to exercise any right or privilege hereunder, shall be construed as a waiver of any other breach or default of a similar nature, or as a waiver of any of such provisions, rights or privileges. No amendment, modification, supplement or discharge of this Agreement, and no waiver hereunder, shall be valid and binding unless set forth in writing and duly executed by the Company (on its own behalf and on behalf of each other Indemnifying Party) and the Managers (acting on their own behalf and on behalf of each other Indemnitee). This Agreement may be
 
16

executed in several counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument.
[The remainder of this page has been left blank intentionally.]
 
17

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement by their authorized representatives as of the date first above written.

CVC CAPITAL PARTNERS ADVISORY COMPANY (LUXEMBOURG) S.À.R.L	
		
By:		/s/ E. Brero	
Name:		E. Brero	
Title:		Director	
	
CVC EUROPEAN EQUITY IV (AB) LIMITED	
		
By:		 	
Name:			
Title:			
	
CVC EUROPEAN EQUITY IV (CDE) LIMITED	
		
By:		 	
Name:			
Title:			
	
CVC EUROPEAN EQUITY TANDEM GP LIMITED	
		
By:		 	
Name:			
Title:			
[ Signature Page to the Monitoring and Facilitation and Implementation Manager Indemnification Agreement ]

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement by their authorized representatives as of the date first above written.

CVC CAPITAL PARTNERS ADVISORY COMPANY
(LUXEMBOURG) S.À.R.L	
		
By:		/s/ Carl Hansen	
Name:		Carl Hansen	
Title:		Director	
	
CVC EUROPEAN EQUITY IV (AB) LIMITED	
		
By:		/s/ Carl Hansen	
Name:		Carl Hansen	
Title:		Director	
	
CVC EUROPEAN EQUITY IV (CDE) LIMITED	
		
By:		/s/ Carl Hansen	
Name:		Carl Hansen	
Title:		Director	
	
CVC EUROPEAN EQUITY TANDEM GP LIMITED	
		
By:		/s/ Carl Hansen	
Name:		Carl Hansen	
Title:		Director	
[ Signature Page to the Monitoring and Facilitation and Implementation Manager Indemnification Agreement ]

			
CVC EUROPEAN EQUITY PARTNERS TANDEM FUND (A) L.P.
represented by its general partner
CVC European Equity Tandem GP Limited	
		
By:		/s/ Carl Hansen	
Name:		Carl Hansen	
Title:		Director	
	
CVC EUROPEAN EQUITY PARTNERS TANDEM FUND (B) L.P.
represented by its general partner
CVC European Equity Tandem GP Limited	
		
By:		/s/ Carl Hansen	
Name:		Carl Hansen	
Title:		Director	
	
CVC EUROPEAN EQUITY PARTNERS TANDEM FUND (C) L.P.
represented by its general partner
CVC European Equity Tandem GP Limited	
		
By:		/s/ Carl Hansen	
Name:		Carl Hansen	
Title:		Director	
	
CVC EUROPEAN EQUITY PARTNERS IV (A) L.P.
represented by its general partner
CVC European Equity IV (AB) Limited	
		
By:		/s/ Carl Hansen	
Name:		Carl Hansen	
Title:		Director	
[ Signature Page to the Monitoring and Facilitation and Implementation Manager Indemnification Agreement ]

			
CVC EUROPEAN EQUITY PARTNERS IV (B) L.P. represented by its general partner
CVC European Equity IV (AB) Limited	
		
By:		/s/ Carl Hansen	
Name:		Carl Hansen	
Title:		Director	
	
CVC EUROPEAN EQUITY PARTNERS IV (C) L.P. represented by its general partner
CVC European Equity IV (CDE) Limited	
		
By:		/s/ Carl Hansen	
Name:		Carl Hansen	
Title:		Director	
	
CVC EUROPEAN EQUITY PARTNERS IV (D) L.P. represented by its general partner
CVC European Equity IV (CDE) Limited	
		
By:		/s/ Carl Hansen	
Name:		Carl Hansen	
Title:		Director	
	
CVC EUROPEAN EQUITY PARTNERS IV (E) L.P. represented by its general partner
CVC European Equity IV (CDE) Limited	
		
By:		/s/ Carl Hansen	
Name:		Carl Hansen	
Title:		Director	
[ Signature Page to the Monitoring and Facilitation and Implementation Manager Indemnification Agreement ]

			
UNIVAR, INC.	
		
By:			
Name:			
Title:			
	
UNIVAR USA, INC.	
		
By:			
Name:			
Title:			
[ Signature Page to the Monitoring and Facilitation and Implementation Manager Indemnification Agreement ]

Exhibit 10.55
EXECUTION VERSION
CONFIDENTIAL
INDEMNIFICATION AGREEMENT
This INDEMNIFICATION AGREEMENT, dated as of November 30, 2010 (the “ Agreement ”), is among Univar Inc., a Delaware corporation (the “ Company ”), Univar USA Inc., a Washington corporation (together with the Company, the “ Company Entities ”), CD&R Univar Holdings, L.P., a Cayman Islands exempted limited partnership (“ CD&R Investor ”), Clayton, Dubilier & Rice Fund VIII, L.P., a Cayman Islands exempted limited partnership (the “ Fund ”), CD&R Friends & Family Fund VIII, L.P., CD&R Advisor Univar Co-Investor, L.P., CD&R Univar Co-Investor, L.P., CD&R Univar Co-Investor II, L.P., each a Cayman Islands exempted limited partnership, CD&R Univar NEP VIII Co-Investor, LLC and CD&R Univar NEP IX Co-Investor, LLC, each a Delaware limited liability company (collectively, the “ Other CD&R Investors ”, and, together with CD&R Investor and the Fund, the “ CD&R Investor Parties ”), and Clayton, Dubilier & Rice, LLC, a Delaware limited liability company (“ Manager ”). Capitalized terms used herein without definition have the meanings set forth in Section 1 of this Agreement.
RECITALS
A. The Fund is managed by Manager, the general partner of the Fund is CD&R Associates VIII, Ltd., a Cayman Islands exempted company (the “ GP of the Fund ”), and the special limited partner of the Fund is CD&R Associates VIII, L.P., a Cayman Islands exempted limited partnership (together with the GP of the Fund, any general partner of the Other CD&R Investors and any other investment vehicle that is a direct or indirect stockholder in the Company and managed by Manager or its Affiliates, “ Manager Associates ”).
B. CDR Ulysses, LLC, a Delaware limited liability company, is an acquisition vehicle formed by Manager that has executed a Stock Purchase Agreement, dated as of August 31, 2010 (as the same may be amended from time to time in accordance with its terms, the “ Stock Purchase Agreement ”), among CDR Ulysses, LLC, the Company, and Univar N.V., a company organized under the laws of the Netherlands (“ Holdings ”), pursuant to which the CD&R Investor Parties have directly or indirectly acquired shares of newly issued Company common stock from the Company (the “ Equity Offering ”) and shares of the Company’s common stock from Holdings, representing in the aggregate 42.5% of the issued and outstanding shares of the Company’s common stock after giving effect to the Equity Offering (such acquisitions collectively, the “ Investment ”).

C. The Company, Holdings, CD&R Investor and certain other parties have entered into a Stockholders Agreement (as the same may be amended from time to time in accordance with the terms thereof, the “ Stockholders Agreement ”), dated as of the date hereof, setting forth certain agreements with respect to, among other things, the management of the Company and transfers of its shares in various circumstances.
D. Concurrently with the execution and delivery of this Agreement, the Company Entities have entered into a Fee Agreement (the “ Fee Agreement ”) and a Consulting Agreement with Manager, each dated as of the date hereof, as the same may be amended from time to time in accordance with their respective terms and the Stockholders Agreement (collectively, the “ Services Agreements ”).
E. In connection with the Investment, Manager has performed the Initial Services (as defined in the Fee Agreement).
F. In connection with the Investment, the Company and/or one or more of its wholly-owned Subsidiaries intends to consummate the New Financing and to cause the Amended Facilities to become effective.
G. In connection with the transactions contemplated by the Purchase Agreement, dated as of October 20, 2010, as the same may be amended from time to time in accordance with its terms, among the Company, Basic Chemical Solutions, LLC and the other parties thereto, the Company intends to consummate the transactions contemplated by the BCS Financing Commitments (the “ BCS Financing ”).
H. The Company or one or more of its Subsidiaries from time to time in the future may ( i ) offer and sell or cause to be offered and sold equity or debt securities or instruments (such offerings, collectively, the “ Subsequent Offerings ”), including without limitation ( x ) offerings of shares of capital stock of the Company or any of its Subsidiaries, and/or options to purchase such shares or other equity-linked instruments to employees, directors, managers, dealers, franchisees and consultants of and to the Company or any of its Subsidiaries (any such offering, a “ Management Offering ”), and ( y ) one or more offerings of debt securities or instruments for the purpose of refinancing any indebtedness of the Company or any of its Subsidiaries or for other corporate purposes, ( ii ) repurchase, redeem or otherwise acquire certain securities or instruments of the Company or any of its Subsidiaries or engage in recapitalization or structural reorganization transactions relating thereto (any such repurchase, redemption, acquisition, recapitalization or reorganization, a “ Redemption ”), in each case subject to the terms and conditions of the Stockholders Agreement and any other applicable agreement, and ( iii ) incur or assume indebtedness for borrowed money, assume, guarantee, endorse or otherwise become liable or responsible for (whether directly or contingently or otherwise) for the obligations of any other Person or make any loan or advance to any other Person (such indebtedness, assumptions, guarantees, endorsements, loans, advances and liabilities, collectively, “ Subsequent Financings ”).
 
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I. The parties hereto recognize the possibility that claims might be made against and liabilities incurred by Manager, the CD&R Investor Parties, Manager Associates or their related Persons or Affiliates under applicable securities laws or otherwise in connection with the Transactions (including the Initial Services), Offerings, or Financings, or relating to other actions or omissions of or by members of the Company Group, or relating to the provision of financial, investment banking, management, advisory, consulting, monitoring or other services, including service as an officer or director of any member of the Company Group (collectively, “ Services ”) to the Company Group by such Persons, and the parties hereto accordingly wish to provide for Manager, the CD&R Investor Parties, Manager Associates and their related Persons and Affiliates to be indemnified in respect of any such claims and liabilities.
NOW, THEREFORE, in consideration of the foregoing premises, and the mutual agreements and covenants and provisions herein set forth, the parties hereto hereby agree as follows:
1. Definitions .
(a) “ Affiliate ” means, with respect to any Person, ( i ) any other Person directly or indirectly Controlling, Controlled by or under common Control with, such Person ( ii ) any Person directly or indirectly owning or Controlling 10% or more of any class of outstanding voting securities of such Person or ( iii ) any officer, director, general partner, special limited partner or trustee of any such Person described in clause (i) or (ii).
(b) “ Amended Facilities ” has the meaning specified in the Stock Purchase Agreement.
(c) “ BCS Financing ” has the meaning specified in the Recitals to this Agreement.
(d) “ BCS Financing Commitments ” has the meaning specified in the Stockholders Agreement.
(e) “ CD&R Investor ” has the meaning specified in the first paragraph of this Agreement.
(f) “ CD&R Investor Parties ” has the meaning specified in the first paragraph of this Agreement.
(g) “ Claim ” means, with respect to any Indemnitee, any claim by or against such Indemnitee involving any Obligation with respect to which such Indemnitee may be entitled to be indemnified by any member of the Company Group under this Agreement.
 
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(h) “ Commission ” means the United States Securities and Exchange Commission or any successor entity thereto.
(i) “ Company ” has the meaning specified in the first paragraph of this Agreement.
(j) “ Company Group ” means the Company and each of its Subsidiaries.
(k) “ Services Agreements ” has the meaning specified in the Recitals to this Agreement.
(l) “ Control ” of any Person means the power to direct the management and policies of such Person (whether through the ownership of voting securities, by contract, as trustee or executor, as general partner, or otherwise).
(m) “ Equity Offering ” has the meaning specified in the Recitals to this Agreement.
(n) “ Exchange Act ” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.
(o) “ Expenses ” means all attorneys’ fees and expenses, retainers, court, arbitration and mediation costs, transcript costs, fees and expenses of experts, witness and public relations consultants, bonds, costs of collecting and producing documents, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees and all other disbursements, costs or expenses of the types customarily incurred in connection with prosecuting, defending, preparing to prosecute or defend, investigating, being or preparing to be a witness in, appealing or otherwise participating in a Proceeding.
(p) “ Fee Agreement ” has the meaning specified in the Recitals to this Agreement.
(q) “ Financings ” means the Amended Facilities, the New Financing, the BCS Financing, and any Subsequent Financing.
(r) “ Fund ” has the meaning specified in the first paragraph of this Agreement.
(s) “ GP of the Fund ” has the meaning specified in the Recitals to this Agreement.
(t) “ Indemnifying Party ” has the meaning specified in Section 2(a) of this Agreement.
 
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(u) “ Indemnitee ” means each of Manager, the CD&R Investor Parties, Manager Associates, their respective Affiliates (other than any member of the Company Group), their respective successors and assigns, and the respective directors, officers, partners, members, employees, agents, advisors, consultants, representatives and controlling persons (within the meaning of the Securities Act) of each of them, or of their partners, members and controlling persons, and each other person who is or becomes a director or an officer of any member of the Company Group and who is or becomes an employee of, or is nominated or designated to serve as a director or officer by, any of the foregoing, in each case irrespective of the capacity in which such person acts.
(v) “ Initial Services ” has the meaning specified in the Fee Agreement.
(w) “ Investment ” has the meaning specified in the Recitals to this Agreement.
(x) “ Management Offering ” has the meaning specified in the Recitals to this Agreement.
(y) “ Manager ” has the meaning specified in the first paragraph of this Agreement.
(z) “ Manager Associates ” has the meaning specified in the Recitals to this Agreement.
(aa) “ New Financing ” has the meaning specified in the Stock Purchase Agreement.
(bb) “ Obligations ” means, collectively, any and all claims, obligations, liabilities, causes of actions, Proceedings, investigations, judgments, decrees, losses, damages (including punitive, consequential, special and exemplary damages), fees, fines, penalties, amounts paid in settlement, costs and Expenses (including without limitation interest, taxes, assessments and other charges in connection therewith and disbursements of attorneys, accountants, investment bankers and other professional advisors), in each case incurred, arising or existing with respect to third parties or otherwise, at any time or from time to time.
(cc) “ Offerings ” means the Equity Offering, any Management Offering any Redemption and any Subsequent Offering.
(dd) “ Other CD&R Investors ” has the meaning specified in the first paragraph of this Agreement.
(ee) “ Person ” means an individual, corporation, limited liability company, limited or general partnership, trust or other entity, including a governmental or political subdivision or an agency or instrumentality thereof.
 
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(ff) “ Proceeding ” means a threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, including without limitation a claim, demand, discovery request, formal or informal investigation, inquiry, administrative hearing, arbitration or other form of alternative dispute resolution, including an appeal from any of the foregoing.
(gg) “ Redemption ” has the meaning specified in the Recitals to this Agreement.
(hh) “ Related Document ” means any agreement, certificate, instrument or other document to which any member of the Company Group may be a party or by which it or any of its properties or assets may be bound or affected from time to time relating in any way to the Transactions or any Offering or Financing or any of the transactions contemplated thereby, including without limitation, in each case as the same may be amended from time to time, ( i ) any registration statement filed by or on behalf of any member of the Company Group with the Commission in connection with any Offering or Financing, including all exhibits, financial statements and schedules appended thereto, and any submissions to the Commission in connection therewith, ( ii ) any prospectus, preliminary, final, free writing or otherwise, included in such registration statements or otherwise filed by or on behalf of any member of the Company Group in connection with any Offering or used to offer or confirm sales of their respective securities or instruments in any Offering, ( iii ) any private placement or offering memorandum or circular, information statement or other information or materials distributed by or on behalf of any member of the Company Group or any placement agent or underwriter in connection with the Transactions or any Offering or Financing, ( iv ) any federal, state or foreign securities law or other governmental or regulatory filings or applications made in connection with any Offering, the Transactions or any of the transactions contemplated thereby, ( v ) any dealer-manager, underwriting, subscription, purchase, stockholders, option or registration rights agreement or plan entered into or adopted by any member of the Company Group in connection with the Transactions or any Offering or Financing, ( vi ) any purchase, repurchase, redemption, recapitalization or reorganization or other agreement entered into by any member of the Company Group in connection with any Redemption, or ( vii ) any quarterly, annual or current reports or other filing filed, furnished or supplementally provided by any member of the Company Group with or to the Commission or any securities exchange, including all exhibits, financial statements and schedules appended thereto, and any submission to the Commission or any securities exchange in connection therewith.
(ii) “ Securities Act ” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.
(jj) “ Services ” has the meaning specified in the Recitals to this Agreement.
 
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(kk) “ Stock Purchase Agreement ” has the meaning specified in the Recitals to this Agreement.
(ll) “ Stockholders Agreement ” has the meaning specified in the Recitals to this Agreement.
(mm) “ Subsequent Financings ” has the meaning specified in the Recitals to this Agreement.
(nn) “ Subsequent Offerings ” has the meaning specified in the Recitals to this Agreement.
(oo) “ Subsidiary ” means each corporation or other Person in which a Person owns or Controls, directly or indirectly, capital stock or other equity interests representing more than 50% of the outstanding voting stock or other equity interests.
(pp) “ Transactions ” means the Investment (including the Equity Offering), the Amended Facilities, the New Financing and any other transaction for which Services are or have been provided to any member of the Company Group.
2. Indemnification .
(a) Each of the Company Entities (each, an “ Indemnifying Party ” and collectively, the “ Indemnifying Parties ”), jointly and severally, agrees to indemnify, defend and hold harmless each Indemnitee, to the fullest extent permitted by law, from and against any and all Obligations in any way resulting from, arising out of or in connection with, based upon or relating to ( i ) the Securities Act, the Exchange Act or any other applicable securities or other laws, in connection with the Transactions, any other Offering, any other Financing, any Related Document or any of the transactions contemplated thereby, ( ii ) any other action or failure to act of any member of the Company Group or any of their predecessors, whether such action or failure has occurred or is yet to occur, or ( iii ) the performance or failure to perform by Manager or its Affiliates of Services for any member of the Company Group (whether prior to the date hereof or hereafter and whether pursuant to the Services Agreements or otherwise), ( iv ) the fact that such Indemnitee is or was a stockholder, director or officer of any member of the Company Group, or ( v ) any breach or alleged breach by such Indemnitee of any duty imposed on a stockholder, officer or director.
(b) Without in any way limiting the foregoing Section 2(a), each of the Indemnifying Parties, jointly and severally, agrees to indemnify, defend and hold harmless each Indemnitee from and against any and all Obligations resulting from, arising out of or in connection with, based upon or relating to liabilities under the Securities Act, the Exchange Act or any other applicable securities or other laws, rules or regulations in connection with ( i ) the inaccuracy or breach of or default under any
 
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representation, warranty, covenant or agreement in any Related Document, or any allegation thereof, ( ii ) any untrue statement or alleged untrue statement of a material fact contained in any Related Document or ( iii ) any omission or alleged omission to state in any Related Document a material fact required to be stated therein or necessary to make the statements therein not misleading. Notwithstanding the foregoing, the Indemnifying Parties shall not be obligated to indemnify such Indemnitee from and against any such Obligation to the extent that such Obligation arises out of or is based upon an untrue statement or omission made in such Related Document in reliance upon and in conformity with written information furnished to the Company by such Indemnitee in an instrument duly executed by such Indemnitee and specifically stating that it is for use in the preparation of such Related Document.
(c) Without in any way limiting the foregoing, in the event that any Proceeding is initiated by an Indemnitee, any member of the Company Group or any other Person to enforce or interpret this Agreement, the Services Agreements, any rights of such Indemnitee to indemnification or advancement of Expenses (or related obligations of such Indemnitee) under any member of the Company Group’s certificate of incorporation or bylaws, any other agreement to which Indemnitee and any member of the Company Group are party, any vote of directors of any member of the Company Group, the Delaware General Corporation Law, any other applicable law or any liability insurance policy, or any rights or obligations under the Services Agreements, each of the Indemnifying Parties shall, jointly and severally, indemnify such Indemnitee against all costs and Expenses incurred by such Indemnitee or on such Indemnitee’s behalf (including but not limited to by any Manager Associate for all costs and Expenses incurred by it on such Indemnitee’s behalf) in connection with such Proceeding, whether or not such Indemnitee is successful in such Proceeding, except to the extent that the Person presiding over such Proceeding determines that material assertions made by such Indemnitee in such Proceeding were in bad faith or were frivolous.
(d) Notwithstanding anything in this Section 2 to the contrary, it is understood and agreed that nothing in this Agreement is intended to provide for indemnification in respect of taxes imposed on the basis of income of an Indemnitee.
3. Contribution .
(a) If for any reason the indemnity specifically provided for in Section 2 is unavailable or is insufficient to hold harmless any Indemnitee from any Obligation covered by such indemnity, then the Indemnifying Parties, jointly and severally, shall contribute to the amount paid or payable by such Indemnitee as a result of such Obligation in such proportion as is appropriate to reflect ( i ) the relative fault of each of the members of the Company Group, on the one hand, and such Indemnitee, on the other, in connection with the state of facts giving rise to such Obligation, ( ii ) the relative benefits received by the members of the Company Group, on the one hand, and such
 
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Indemnitee, on the other, from the Transaction, Offering, Financing or other circumstances giving rise to such Obligation and ( iii ) if required by applicable law, any other relevant equitable considerations.
(b) For purposes of Section 3(a), the relative fault of each member of the Company Group, on the one hand, and of an Indemnitee, on the other, shall be determined by reference to, among other things, ( i ) their respective relative intent, knowledge, access to information and opportunity to correct the state of facts giving rise to such Obligation, ( ii ) in the case of Section 2(b), whether the information whose inclusion in or omission from a Related Document resulted in the actual or alleged inaccuracy or breach of or default under any representation, warranty, covenant or agreement therein, or which is or is alleged to be untrue, required to be stated therein or necessary to make the statements therein not misleading, was supplied or should have been supplied by the members of the Company Group, on the one hand, or by such Indemnitee, on the other, and ( iii ) applicable law, and the relative benefits received by each member of the Company Group, on the one hand, and an Indemnitee, on the other, shall be determined by weighing the direct monetary proceeds to the Company Group, on the one hand, and such Indemnitee, on the other, from the Transaction, Offering, Financing or other circumstances giving rise to such Obligation.
(c) The parties hereto acknowledge and agree that it would not be just and equitable if the Indemnifying Parties’ contributions pursuant to Section 3 were determined by pro rata allocation or by any other method of allocation that does not take into account the equitable considerations referred to in such Section. No Indemnitee shall be entitled to contribution from any Indemnifying Party with respect to any Obligation covered by the indemnity specifically provided for in Section 2(b) in the event that such Indemnitee is finally determined to be guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) in connection with such Obligation and no Indemnifying Party is guilty of such fraudulent misrepresentation.
4. Indemnification Procedures .
(a) Whenever any Indemnitee shall have actual knowledge of the assertion of a Claim against it, Manager (acting on its own behalf or, if requested by any such Indemnitee other than itself, on behalf of such Indemnitee) or such Indemnitee shall notify the appropriate member of the Company Group in writing of the Claim (a “ Notice of Claim ”) with reasonable promptness after such Indemnitee has such knowledge relating to such Claim and has notified Manager thereof, provided the failure or delay of Manager or such Indemnitee to give such Notice of Claim shall not relieve any Indemnifying Party of its indemnification obligations under this Agreement except to the extent that such omission results in a failure of actual notice to it and it is materially injured as a result of the failure to give such Notice of Claim. The Notice of Claim shall specify all material facts known to Manager (or if given by such Indemnitee, such
 
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Indemnitee) relating to such Claim and the monetary amount or an estimate of the monetary amount of the Obligation involved if Manager (or if given by such Indemnitee, such Indemnitee) has knowledge of such amount or a reasonable basis for making such an estimate. The Indemnifying Parties shall, at their expense, undertake the defense of such Claim with attorneys of their own choosing reasonably satisfactory in all respects to Manager, subject to the right of Manager to undertake such defense as hereinbelow provided. Manager may participate in such defense with counsel of Manager’s choosing at the expense of the Indemnifying Parties. In the event that the Indemnifying Parties do not undertake the defense of the Claim within a reasonable time after Manager (or if given by such Indemnitee, such Indemnitee) has given the Notice of Claim, or in the event that Manager shall in good faith determine that the defense of any Claim by the Indemnifying Parties is inadequate or may conflict with the interest of any Indemnitee (including, without limitation, Claims brought by or on behalf of any member of the Company Group), Manager may, at the expense of the Indemnifying Parties, undertake the defense of the Claim and compromise or settle the Claim, all for the account of and at the risk of the Indemnifying Parties. In the defense of any Claim against an Indemnitee, no Indemnifying Party shall, except with the prior written consent of Manager, consent to entry of any judgment or enter into any settlement that includes any injunctive or other non-monetary relief or any payment of money by such Indemnitee, or that does not include as an unconditional term thereof the giving by the Person or Persons asserting such Claim to such Indemnitee of an unconditional release from all liability on any of the matters that are the subject of such Claim and an acknowledgement that such Indemnitee denies all wrongdoing in connection with such matters. The Indemnifying Parties shall not be obligated to indemnify an Indemnitee against amounts paid in settlement of a Claim if such settlement is effected by such Indemnitee without the prior consent of the Company (on its own behalf and on behalf of each other Indemnifying Party), which shall not be unreasonably withheld or delayed. In each case, Manager and each other Indemnitee seeking indemnification hereunder will cooperate with the Indemnifying Parties, so long as an Indemnifying Party is conducting the defense of the Claim, in the preparation for and the prosecution of the defense of such Claim, including making available evidence within the control of Manager or such Indemnitee, as the case may be, and persons needed as witnesses who are employed by Manager or such Indemnitee, as the case may be, in each case as reasonably needed for such defense and at cost, which cost, to the extent reasonably incurred, shall be paid by the Indemnifying Parties.
(b) The Manager shall notify the Indemnifying Parties in writing of the amount requested for advances (a “ Notice of Advances ”). Each of the Indemnifying Parties, jointly and severally, agrees to advance all Expenses incurred by Manager (acting on its own behalf or, if requested by any such Indemnitee other than itself, on behalf of such Indemnitee) or any Indemnitee in connection with any Claim (but not for any Claim initiated or brought voluntarily by an Indemnitee other than a Proceeding contemplated by Section 2(c)) in advance of the final disposition of such Claim without regard to whether Indemnitee will ultimately be entitled to be indemnified for such Expenses upon
 
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receipt of an undertaking by or on behalf of Manager or such Indemnitee to repay amounts so advanced if it shall ultimately and finally be determined, including through all challenges, if any, to the award rendered therein, that Manager or such Indemnitee is not entitled to be indemnified by the Indemnifying Parties as authorized by this Agreement. Such repayment undertaking shall be unsecured and shall not bear interest. No Indemnifying Party shall impose on any Indemnitee additional conditions to advancement or require from such Indemnitee additional undertakings regarding repayment. The Indemnifying Parties shall make payment of such advances no later than 10 days after the receipt of the Notice of Advances.
(c) Manager shall notify the Indemnifying Parties in writing of the amount of any Obligation actually paid by Manager or any Indemnitee on whose behalf Manager is acting (a “ Notice of Payment ”). The amount of any Obligation actually paid by Manager or such Indemnitee shall bear simple interest at the rate equal to the JPMorgan Chase Bank, N.A. prime rate as of the date of such payment plus 2% per annum, from the date any Indemnifying Party receives the Notice of Payment to the date on which each of the Indemnifying Parties, jointly and severally, shall repay the amount of such Obligation plus interest thereon to Manager or such Indemnitee. The Indemnifying Parties shall make indemnification payments to Manager no later than 30 days after receipt of the Notice of Payment.
(d) Presumptions; Burden and Standard of Proof . In connection with any determination regarding the entitlement of any Indemnitee to be indemnified, or any review of any such determination, by any Person:
(i) It shall be a presumption that such Indemnitee has met any applicable standard of conduct and that indemnification of such Indemnitee is proper in the circumstances.
(ii) The burden of proof shall be on the Indemnifying Parties to overcome the presumption set forth in the preceding clause (i), and such presumption shall only be overcome if the Indemnifying Parties establish that there is no reasonable basis to support it.
(iii) The termination of any Proceeding by judgment, order, finding, award, settlement (whether with or without court approval) or conviction, or upon a plea of nolo contendere , or its equivalent, shall not create a presumption that indemnification is not proper or that an Indemnitee did not meet any applicable standard of conduct or that a court has determined that indemnification is not permitted by this Agreement or otherwise.
 
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5. Certain Covenants . The rights of each Indemnitee to be indemnified under any other agreement, document, certificate or instrument, by-laws or other organizational agreement or instrument, insurance policy or applicable law are independent of and in addition to any rights of such Indemnitee to be indemnified under this Agreement, provided that to the extent that an Indemnitee is entitled to be indemnified by the Indemnifying Parties under this Agreement and by any other Indemnitee under any other agreement, document, certificate, by-law or instrument, or by any insurer under a policy maintained by any other Indemnitee, the obligations of the Indemnifying Parties hereunder shall be primary, and the obligations of such other Indemnitee or insurer secondary, and no Indemnifying Party shall be entitled to contribution or indemnification from or subrogation against such other Indemnitee or insurer. Notwithstanding the foregoing, any Indemnitee may choose to seek indemnification from any potential source of indemnification regardless of whether such indemnitor is primary or secondary. An Indemnitee’s election to seek advancement of indemnified sums from any secondary indemnifying party will not limit the right of such Indemnitee, or any secondary indemnitor proceeding under subrogation rights or otherwise, from seeking indemnification from the Indemnifying Parties to the extent that the obligations of the Indemnifying Parties are primary, and each of the Indemnifying Parties shall, jointly and severally, indemnify each Indemnitee from and against, and shall pay to each Indemnitee, any amount paid or reimbursed by such Indemnitee to or on behalf of another indemnitee, pursuant to indemnification arrangements or otherwise, in respect of an Obligation referred to in Section 2. The rights of each Indemnitee and the obligations of each Indemnifying Party hereunder shall remain in full force and effect regardless of any investigation made by or on behalf of such Indemnitee. Following the Investment, each of the Company Entities and its corporate successors, shall implement and maintain in full force and effect any and all corporate charter and by-law provisions that may be necessary or appropriate to enable it to carry out its obligations hereunder to the fullest extent permitted by applicable law, including without limitation a provision of its certificate of incorporation (or comparable organizational document under its jurisdiction of incorporation) eliminating liability of a director for breach of fiduciary duty to the fullest extent permitted by applicable law, as amended from time to time. So long as the Company or any other member of the Company Group maintains liability insurance for any directors, officers, employees or agents of any such person, the Indemnifying Parties shall ensure that each Indemnitee serving or that has served in such capacity is covered by such insurance in such a manner as to provide Indemnitee the same rights and benefits as are accorded to the most favorably insured of the Company’s and the Company Group’s then current directors and officers. No Indemnifying Party shall seek or agree to any order of any court or other governmental authority that would prohibit or otherwise interfere, or take or fail to take any other action if such action or failure would reasonably be expected to have the effect of prohibiting or otherwise interfering, with the performance of any of the Indemnifying Parties’ indemnification, advancement or other obligations under this Agreement.
 
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6. Notices . All notices and other communications hereunder shall be in writing and shall be delivered by certified or registered mail (first class postage prepaid and return receipt requested), telecopier, overnight courier or hand delivery, as follows:
(a) If to any Company Entity, to:
Univar Inc.
17425 NE Union Hill Road
Redmond, Washington 98052
Attention: General Counsel
Facsimile: (425) 889-3500
(b) If to Manager or any of the CD&R Investor Parties, to:
Clayton, Dubilier & Rice, LLC
375 Park Avenue
18th Floor
New York, New York 10152
Attention: Theresa A. Gore
Facsimile: (212) 893-7061
or to such other address or such other person as any Company Entity, Manager, or any of the CD&R Investor Parties, as the case may be, shall have designated by notice to the other parties hereto. All communications hereunder shall be effective upon receipt by the party to which they are addressed. A copy of any notice or other communication given under this Agreement shall also be given to:
Debevoise & Plimpton LLP
919 Third Avenue
New York, New York 10022
Attention: Paul S. Bird, Esq.
Jonathan E. Levitsky, Esq.
Facsimile: (212) 909-6836
7. Arbitration
(a) Any dispute, claim or controversy arising out of, relating to, or in connection with this contract, or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be finally determined by arbitration. The arbitration shall be administered by JAMS. If the disputed claim or counterclaim exceeds $250,000, not including interest or attorneys’ fees, the JAMS Comprehensive Arbitration Rules and Procedures (“ JAMS Comprehensive Rules ”) in effect at the time of the arbitration shall govern the arbitration, except as they may be modified herein or by mutual written
 
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agreement of the parties. If no disputed claim or counterclaim exceeds $250,000, not including interest or attorneys’ fees, the JAMS Streamlined Arbitration Rules and Procedures (“ JAMS Streamlined Rules ”) in effect at the time of the arbitration shall govern the arbitration, except as they may be modified herein or by mutual written agreement of the parties.
(b) The seat of the arbitration shall be New York, New York. The parties submit to jurisdiction in the state and federal courts of the State of New York for the limited purpose of enforcing this agreement to arbitrate.
(c) The arbitration shall be conducted by one neutral arbitrator unless the parties agree otherwise. The parties agree to seek to reach agreement on the identity of the arbitrator within 30 days after the initiation of arbitration. If the parties are unable to reach agreement on the identity of the arbitrator within such time, then the appointment of the arbitrator shall be made in accordance with the process set forth in JAMS Comprehensive Rule 15.
(d) The arbitration award shall be in writing, state the reasons for the award, and be final and binding on the parties. Subject to Section 2(c), the arbitrator may, in the award, allocate all or part of the fees incurred in and costs of the arbitration, including the fees of the arbitrator and the attorneys’ fees of the prevailing party. Judgment on the award may be entered by any court having jurisdiction thereof or having jurisdiction over the relevant party or its assets. Notwithstanding applicable state law, the arbitration and this agreement to arbitrate shall be governed by the Federal Arbitration Act, 9 U.S.C. § 1, et seq.
(e) The parties agree that the arbitration shall be kept confidential and that the existence of the Proceeding and any element of it (including but not limited to any pleadings, briefs or other documents submitted or exchanged, any testimony or other oral submissions, and any awards) shall not be disclosed beyond the tribunal, JAMS, the parties, their counsel, accountants and auditors, insurers and re-insurers, and any person necessary to the conduct of the Proceeding. The confidentiality obligations shall not apply ( i ) if disclosure is required by law, or in judicial or administrative proceedings, or ( ii ) as far as disclosure is necessary to enforce the rights arising out of the award.
8. Governing Law . This Agreement shall be governed in all respects, including validity, interpretation and effect, by the law of the State of Delaware, regardless of the law that might be applied under principles of conflict of laws to the extent such principles would require or permit the application of the laws of another jurisdiction.
 
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9. Severability . If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions hereof shall not in any way be affected or impaired thereby.
10. Successors; Binding Effect . Each Indemnifying Party will require its successor (whether direct or indirect, by purchase, merger, consolidation, reorganization or otherwise) to all or substantially all of the business and assets of such Indemnifying Party, by agreement in form and substance satisfactory to Manager, expressly to assume and agree to perform this Agreement in the same manner and to the same extent as such Indemnifying Party (which shall not be released from its obligations). This Agreement shall be binding upon and inure to the benefit of each party hereto and its successors and permitted assigns, and each other Indemnitee, but neither this Agreement nor any right, interest or obligation hereunder shall be assigned, whether by operation of law or otherwise, by the Company without the prior written consent of Manager. Insofar as any Indemnitee transfers all or substantially all of its assets to a third party, such third party shall thereupon be deemed an additional Indemnitee for all purposes of this Agreement, with the same effect as if it were a signatory to this Agreement in such capacity.
11. Miscellaneous . The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. This Agreement is not intended to confer any right or remedy hereunder upon any Person other than each of the parties hereto and their respective successors and permitted assigns and each other Indemnitee (each of whom is an intended third party beneficiary of this Agreement). Neither the waiver by any of the parties hereto or by any other Indemnitee of a breach of or a default under any of the provisions of this Agreement, nor the failure by any such party or Indemnitee, on one or more occasions, to enforce any of the provisions of this Agreement or to exercise any right or privilege hereunder, shall be construed as a waiver of any other breach or default of a similar nature, or as a waiver of any of such provisions, rights or privileges. No amendment, modification, supplement or discharge of this Agreement, and no waiver hereunder, shall be valid and binding unless set forth in writing and duly executed by the Company (on its own behalf and on behalf of each other Indemnifying Party) and the Manager (acting on its own behalf and on behalf of each other Indemnitee). This Agreement may be executed in several counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument.
[The remainder of this page has been left blank intentionally.]
 
15

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement by their authorized representatives as of the date first above written.

CLAYTON, DUBILIER & RICE, LLC	
		
By:		/s/ Theresa Gore	
Name:		Theresa Gore	
Title:		Vice President, Treasurer and
Assistant Secretary	
	
CD&R UNIVAR HOLDINGS, L.P.	
		
By:		CD&R Associates VIII, Ltd., its general partner	
		
By:		/s/ Theresa Gore	
Name:		Theresa Gore	
Title:		Vice President, Treasurer and
Assistant Secretary	
	
CLAYTON, DUBILIER & RICE FUND VIII, L.P.	
		
By:		CD&R Associates VIII Ltd., its general partner	
		
By:		/s/ Theresa Gore	
Name:		Theresa Gore	
Title:		Vice President, Treasurer and
Assistant Secretary	
[Signature Page to Indemnification Agreement (CD&R)]

			
CD&R UNIVAR CO-INVESTOR, L.P.	
		
By:		CD&R Associates VIII, Ltd., its general partner	
		
By:		/s/ Theresa Gore	
Name:		Theresa Gore	
Title:		Vice President, Treasurer and
Assistant Secretary	
	
CD&R UNIVAR CO-INVESTOR II, L.P.	
		
By:		CD&R Associates VIII, Ltd., its general partner	
		
By:		/s/ Theresa Gore	
Name:		Theresa Gore	
Title:		Vice President, Treasurer and
Assistant Secretary	
	
CD&R FRIENDS & FAMILY FUND VIII, L.P.	
		
By:		CD&R Associates VIII, Ltd., its general partner	
		
By:		/s/ Theresa Gore	
Name:		Theresa Gore	
Title:		Vice President, Treasurer and
Assistant Secretary	
[Signature Page to Indemnification Agreement (CD&R)]

			
CD&R ADVISOR UNIVAR CO-INVESTOR, L.P.	
		
By:		CD&R Associates VIII, Ltd., its general partner	
		
By:		/s/ Theresa Gore	
Name:		Theresa Gore	
Title:		Vice President, Treasurer and
Assistant Secretary	
	
CD&R UNIVAR NEP VIII CO-INVESTOR, LLC	
		
By:		CD&R Associates VIII Ltd., its manager	
		
By:		/s/ Theresa Gore	
Name:		Theresa Gore	
Title:		Vice President, Treasurer and
Assistant Secretary	
	
CD&R UNIVAR NEP IX CO-INVESTOR, LLC	
		
By:		CD&R Associates VIII Ltd., its manager	
		
By:		/s/ Theresa Gore	
Name:		Theresa Gore	
Title:		Vice President, Treasurer and
Assistant Secretary	
[Signature Page to Indemnification Agreement (CD&R)]

Exhibit 10.60
Execution Copy 
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (“Agreement”) is made as of the 19th day of November, 2012 (the “Effective Date”) between Univar Inc., a Delaware corporation (“Univar”), and Christopher Oversby (“Executive”).
RECITALS
A. Univar is engaged in the chemical distribution business.
B. Univar wishes to employ Executive and Executive wishes to be employed by Univar in accordance with the terms and conditions set forth in this Agreement.
TERMS AND CONDITIONS
In consideration of the mutual covenants herein contained, and other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, Executive and Univar agree as follows:
1. Employment. As of the Effective Date, Univar hereby agrees to employ Executive, and Executive agrees to be employed by Univar, as its Senior Vice President – Oil, Gas and Mining. Executive will report directly to the Chief Executive Officer of Univar or such other persons as may be designated by the Chief Executive Officer or the Univar Board of Directors from time to time. Executive agrees to serve in the assigned position or in such other senior officer capacities as may be requested from time to time by Univar. Executive agrees to perform diligently and to the best of Executive’s abilities the duties and services pertaining to such position as reasonably determined by Univar, as well as such additional or different duties and services appropriate to such positions which Executive from time to time may be reasonably directed to perform by Univar, which Univar currently anticipates may include responsibility for the Middle East, Africa and Latin America regions. Executive shall follow the reasonable instructions of Executive’s manager and will comply in all material respects with all rules, policies and procedures of Univar as modified from time to time to the extent that they are not inconsistent with this Agreement. Executive will perform all of Executive’s responsibilities in compliance with all applicable laws. During Executive’s employment, Executive will not engage in any other business activity that prevents Executive from carrying out Executive’s obligations under this Agreement, whether or not such activity is pursued for gain, profit or other pecuniary advantage.
2. Term of Employment. Employment under this Agreement shall be terminable at-will, and, in such case either Executive or Univar may terminate Executive’s employment at any time with or without Cause or Good Reason, as defined in this Agreement, and without notice, subject to the requirements set forth in Section 5. Any termination of Executive’s employment by Executive or Univar (other than death) shall be communicated by written notice of termination to the other party in accordance with Section 16 of this Agreement.
Oversby Employment Agreement

3. Compensation. For the duration of Executive’s employment under this Agreement, Executive shall be entitled to compensation computed and paid pursuant to the following subparagraphs and subject to applicable withholdings and deductions:
3.1 Salary. Executive shall be paid a gross salary at the rate of $400,000 per year (the “Annual Base Salary”), with actual amounts paid to be prorated for the actual period of employment, payable in equal installments in accordance with Univar’s normal payroll practices. Univar may review Executive’s salary from time to time as part of a review of Executive’s performance and other relevant factors, including roles and responsibilities, and may determine in its sole discretion whether any increase in salary shall be made.
3.2 Annual Bonus. Univar will provide Executive with the opportunity for annual cash bonus awards in accordance with its management incentive plans and the financial performance targets set for Executive thereunder (“Annual Bonus”), with a target amount equal to 80% of the Annual Base Salary (the target bonus as a percentage of Annual Base Salary, as in effect from time to time, is hereinafter referred to as the “Target Bonus”) and a maximum Annual Bonus equal to 160% of the Annual Base Salary. Any Annual Bonus payable thereunder shall be paid between January 1st and March 15th of the year immediately following the year to which such Annual Bonus relates. Notwithstanding the foregoing, for 2012, Executive will receive a bonus of $250,000 regardless of Univar’s performance. Such bonus will be paid at the same time as bonus payments are made under the 2012 management incentive plan.
3.3 Energy Vertical Incentive Plan. Beginning January 1, 2013, Univar will further provide Executive with the opportunity for annual cash bonus awards in accordance with its Energy Vertical Incentive Plan based on growth goals in Univar’s global energy markets and performance targets set by the Chief Executive Officer for Executive thereunder (“Energy Vertical Bonus”), with a target amount equal to $200,000 (the “Target Energy Vertical Bonus”) and a maximum payout of $300,000. Any Energy Vertical Bonus payable under the Energy Vertical Incentive Plan shall be paid between January 1st and March 15th of the year immediately following the year to which such Energy Vertical Bonus relates.
4. Other Benefits.
4.1 Certain Benefits. Executive may participate in employee benefit programs established by Univar for personnel on a basis commensurate with Executive’s position and in accordance with Univar’s benefit plans and arrangements from time to time, including eligibility requirements, but nothing herein shall require the adoption or maintenance of any such plan.
 
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4.2 Equity. Subject to approval by the Compensation Committee of the Board of Directors, Executive will be granted 300,000 stock options to purchase shares of Univar common stock pursuant to the Univar Inc. 2011 Stock Incentive Plan and the stock option agreement governing such award. The stock options will be non-qualified with an exercise price equal to the fair market value on the date of grant. The options will vest in equal installments over a period of four years, beginning on the first anniversary date of the Effective Date, subject to Executive’s continued employment.
4.3. Vacation and Holidays. Executive shall be entitled to all public holidays observed by Univar. Vacation days shall be in accordance with the applicable provision of Univar’s vacation policy, provided, however, that Executive shall be granted not less than 25 vacation days per year.
4.4 Expenses. Univar shall reimburse Executive in accordance with Univar’s policies and procedures for reasonable expenses necessarily incurred in Executive’s performance of Executive’s duties against appropriate receipts and vouchers indicating the specific business purpose for each such expenditure.
4.5 Signing Bonus. Executive shall be paid a signing bonus of $100,000 (“Signing Bonus”) less applicable taxes, withholdings and deductions. The Signing Bonus shall be paid to the Executive within 30 days of the Effective Date. If Executive resigns from Univar prior to the two year anniversary of the Effective Date, Executive must repay Univar a prorated amount of the Signing Bonus. The prorated amount shall be calculated as follows: $100,000 minus an amount equal to the product of (A) $100,000 multiplied by (B) a fraction (i) the numerator of which is the number of days Executive was employed by Univar and (ii) the denominator of which is 730.
5. Termination. The following provisions shall apply upon termination of Executive’s employment under applicable circumstances as set forth below. Any amount payable to Executive under this Section 5 shall be subject to all applicable federal, state and local withholdings, or payroll or other taxes. Except as set forth in this Section 5, upon termination of employment, Executive shall not be entitled to further payments, severance or other benefits arising under this Agreement or from Executive’s employment with Univar or its termination, except as required by law.
5.1 By Univar with Cause or by Executive without Good Reason. If Univar terminates Executive’s employment for Cause or if Executive terminates Executive’s employment without Good Reason, Executive shall be paid unpaid wages and unused accrued vacation earned through the termination date.
5.1.1. “Cause,” as used herein, shall mean Executive’s (i) willful and continued failure to perform his material duties with respect to Univar or its affiliates (except where due to a physical or mental incapacity) which continues beyond 15 business days after a written demand for substantial performance is delivered to Executive by Univar, (ii) conviction of or plea nolo contendere to (A) the commission of a felony by Executive, or (B) any misdemeanor that is a crime of moral turpitude, (iii)
 
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Executive’s willful and gross misconduct in connection with his employment duties, or (iv) breach of the non-competition, non-solicitation or confidentiality covenants to which Executive is subject. No act on Executive’s part shall be deemed “willful” unless done, or omitted to be done, by Executive not in good faith and without reasonable belief that such action was in the best interest of Univar. No failure of Executive or Univar to achieve performance goals, in and of itself, shall be treated as a basis for termination of Executive’s employment for Cause. Notwithstanding anything herein to the contrary, no termination shall be treated as for “Cause” (and any such termination shall instead be treated as without “Cause”) unless (i) Executive has been given not less than 15 business days’ written notice by the Board of its intention to terminate Executive’s employment for Cause, such notice to state in detail the particular act or acts or failure or failures to act that constitute the grounds on which the proposed termination for Cause is based (the “Board Notice”), (ii) the Board Notice is delivered not later than 60 days after the Board’s learning of such act or acts or failure or failures to act, and (iii) the Board has thereafter provided Executive with a copy of a resolution duly adopted by the Board (after Executive has been given a reasonable opportunity, together with counsel, to be heard before the Board) confirming that, in its judgment, grounds for Cause on the basis of the original notice exist, and no cure was timely effected.
5.1.2. “Good Reason,” as used herein, shall mean (i) a material reduction in Executive’s base salary or a material reduction in annual incentive compensation opportunity, in each case other than any isolated or inadvertent failure by Univar that is not in bad faith and is cured within 30 business days after Executive gives Univar notice of such event; (ii) a transfer of Executive’s primary workplace by more than 100 miles from Harris County, Texas, or (iii) the failure of a successor to have assumed this Agreement in connection with any sale of the business, where such assumption does not occur by operation of law, provided that in order for an event described in this Section 5.1.2 to constitute Good Reason, Executive must provide notice to Univar (in accordance with Section 16 of this Agreement) within 90 business days of the initial existence of such event.
5.2 By Univar other than for Cause or Total Disability or by Executive for Good Reason. If Univar terminates Executive’s employment other than for Cause or Total Disability or if Executive terminates Executive’s employment for Good Reason in the absence of Cause, Univar shall pay to Executive the amounts and benefits; provided, however, that Executive’s entitlement to the amounts described in Sections 5.2.2, 5.2.3 and 5.2.4 is conditioned upon Executive executing and not revoking a release substantially in the form attached as Exhibit A (the “Release”) within the applicable 28 or 52 day time period provided for therein (the “Applicable Release Period”); provided, however, that in any case where the first and last days of the Applicable Release Period are in two separate taxable years, any payments required to be made to Executive that are treated as deferred compensation for purposes of Code Section 409A shall be made in the later taxable year, promptly following the conclusion of the Applicable Release Period.
 
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5.2.1 Unpaid wages and unused accrued vacation earned through the termination date;
5.2.2 A severance payment, payable in a lump sum payment not later than 15 days following Executive’s termination date, an amount equal to the sum of (A) 12 months of the Annual Base Salary plus (B) one times the Target Bonus for the year in which Executive’s employment terminates;
5.2.3 A prorated bonus for the year of termination, payable in a lump sum at the time such payment would be paid in accordance with Univar’s then current management incentive plan, equal to the product of (A) the Target Bonus that would have been earned had Executive remained employed until the end of the year of termination multiplied by (B) a fraction (i) the numerator of which is the number of days Executive was employed during the year in which Executive’s employment terminates and (ii) the denominator of which is 365 (the “Prorated Bonus”); and
5.2.4 A prorated bonus for the year of termination, payable in a lump sum at the time such payment would be paid in accordance with Univar’s then current Energy Vertical Incentive Plan, equal to the product of (A) the Target Energy Vertical Bonus that would have been earned had Executive remained employed until the end of the year of termination multiplied by (B) a fraction (i) the numerator of which is the number of days Executive was employed during the year in which Executive’s employment terminates and (ii) the denominator of which is 365 (the “Prorated Energy Vertical Bonus”).
5.3 Total Disability. If Univar or Executive terminates Executive’s employment due to Executive’s Total Disability, Univar shall pay to Executive unpaid wages and unused accrued vacation earned through the termination date, the Prorated Bonus and the Prorated Energy Vertical Bonus. “Total Disability” as used herein shall have the same meaning as the term “Total Disability” as used in Univar’s long-term disability policy in effect at the time of termination, if one exists. If Univar does not have a long-term disability policy in effect at such time, the term “Total Disability” shall mean Executive’s inability (with or without such accommodation as may be required by law protecting persons with disabilities) to perform the essential functions of Executive’s duties hereunder for a period aggregating to 90 calendar days in a 12 month period, provided, however, that this period may be extended in the sole discretion of the Chief Executive Officer.
5.4 Death. If Executive’s employment terminates due to death, Univar shall pay to Executive’s estate the unpaid wages and unused accrued vacation earned through the termination date, the Prorated Bonus and the Prorated Energy Vertical Bonus.
 
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6. Confidential Information
6.1 Executive recognizes that the success of Univar and its current or future Affiliates (as defined below in this Section 6) depends upon the protection of information or materials that are designated as confidential and/or proprietary at the time of disclosure or should, based on their nature or the circumstances surrounding such disclosure, reasonably be deemed confidential including, without limitation, information to which Executive has access while employed by Univar whether recorded in any medium or merely memorized (all such information being “Confidential Information”). “Confidential Information” includes without limitation, and whether or not such information is specifically designated as confidential or proprietary: all business plans and marketing strategies; information concerning existing and prospective markets, suppliers, and customers; financial information; information concerning the development of new products and services; and technical and non-technical data related to software programs, designs, specifications, compilations, inventions (as defined in Section 8.1), improvements, patent applications, studies, research, methods, devices, prototypes, processes, procedures and techniques. Confidential Information expressly includes information provided to Univar or Affiliates by third parties under circumstances that require them to maintain the confidentiality of such information. Notwithstanding the foregoing, Executive shall have no confidentiality obligation with respect to disclosure of any Confidential Information that (a) was, or at any time becomes, available in the public domain other than through a violation of this Agreement or (b) Executive can demonstrate by written evidence was furnished to Executive by a third party in lawful possession thereof and who was not under an obligation of confidentiality to Univar or any of its Affiliates.
6.2 Executive agrees that during Executive’s employment and after termination of employment irrespective of cause, Executive will use Confidential Information only for the benefit of Univar and its Affiliates and will not directly or indirectly use or divulge, or permit others to use or divulge, any Confidential Information for any reason, except as authorized by Univar or its Affiliates. Notwithstanding the foregoing, Executive may disclose Confidential Information as required pursuant to an order or requirement of a court, administrative agency or other government body, provided Executive has notified Univar or the applicable Affiliate immediately after receipt of such order or requirement and allowed Univar and/or the Affiliate a meaningful opportunity to apply for protective measures.
6.3 Executive hereby assigns to Univar any rights Executive may have or acquire in such Confidential Information and acknowledges that all Confidential Information shall be the sole property of Univar and/or its Affiliates or their assigns.
6.4 There are no rights granted or any understandings, agreements or representations between the parties hereto, express or implied, regarding Confidential Information that are not specified herein.
6.5 Executive’s obligations under this Section 6 are in addition to any obligations that Executive has under state or federal law.
 
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6.6 Executive agrees that in the course of Executive’s employment with Univar, Executive will not violate in any way the rights that any entity, including former employers, has with regard to trade secrets or proprietary or confidential information.
6.7 For purposes of this Agreement, the term “Affiliate” means any entity currently existing or subsequently organized or formed that directly or indirectly controls, is controlled by or is under common control with Univar, whether through ownership of voting securities, by contract or otherwise.
6.8 Executive’s obligations under this Section 6 are indefinite in term and shall survive the termination of Executive’s employment.
7. Return of Univar Property. Executive acknowledges that all tangible items containing any Confidential Information, including without limitation memoranda, photographs, records, reports, manuals, drawings, blueprints, prototypes, notes, documents, drawings, specifications, software, media and other materials, including any copies thereof (including electronically recorded copies), are the exclusive property of Univar or its applicable Affiliate, and Executive shall deliver to Univar all such material in Executive’s possession or control upon Univar’s request and in any event upon the termination of Executive’s employment with Univar. Executive shall also return any keys, equipment, identification or credit cards, or other property belonging to Univar or its Affiliates upon termination or request.
8. Inventions.
8.1 Executive understands and agrees that all Inventions are the exclusive property of Univar. As used in this Agreement, “Inventions” shall include without limitation ideas, discoveries, developments, concepts, inventions, original works of authorship, trademarks, mask works, trade secrets, ideas, data, information, know-how, documentation, formulae, results, prototypes, designs, methods, processes, products, formulas and techniques, improvements to any of the foregoing, and all other matters ordinarily intended by the words “intellectual property,” whether or not patentable, copyrightable, or otherwise able to be registered, which are developed, created, conceived of or reduced to practice by Executive, alone or with others, during Executive’s employment with Univar or Affiliates, whether or not during working hours or within three (3) months thereafter and related to Univar’s then existing or proposed business. In recognition of Univar’s ownership of all Inventions, Executive shall make prompt and full disclosure to Univar of, will hold in trust for the sole benefit of Univar, and (subject to Section 8.2 below) hereby assigns, and agrees to assign in the future, exclusively to Univar all of Executive’s right, title, and interest in and to any and all such Inventions.
 
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8.2 NOTICE REQUIRED BY REVISED CODE OF WASHINGTON 49.44.140 : Executive understands that Executive’s obligation to assign inventions shall not apply to any inventions for which no equipment, supplies, facilities, or trade secret information of Univar was used and that was developed entirely on Executive’s own time, unless (a) the invention relates (i) directly to the business of Univar, or (ii) to Univar’s actual or demonstrably anticipated research or development, or (b) the invention results from any work performed by Executive for Univar.
8.3 To the extent any works of authorship created by Executive made within the scope of employment may be considered “works made for hire” under United States copyright laws, they are hereby agreed to be works made for hire. To the extent any such works do not qualify as a “work made for hire” under applicable law, and to the extent they include material subject to copyright, Executive hereby irrevocably and exclusively assigns and conveys all rights, title and interests in such works to Univar subject to no liens, claims or reserved rights. Executive hereby waives any and all “moral rights” that may be applicable to any of the foregoing, for any and all uses, alterations, and exploitation thereof by Univar, or its Affiliates, or their successors, assignees or licensees. To the extent that any such “moral rights” may not be waived in accordance with law, Executive agrees not to bring any claims, actions or litigation against Univar, its Affiliates, or their successors, assignees or licensees, based on or to enforce such rights. Without limiting the preceding, Executive agrees that Univar may in its discretion edit, modify, recast, use, and promote any such works of authorship, and derivatives thereof, with or without the use of Executive’s name or image, without compensation to Executive other than that expressly set forth herein.
8.4 Executive hereby waives and quitclaims to Univar any and all claims of any nature whatsoever that Executive now or hereafter may have for infringement of any patent or patents from any patent applications for any Inventions. Executive agrees to cooperate fully with Univar and take all other such acts requested by Univar (including signing applications for patents, assignments, and other papers, and such things as Univar may require) to enable Univar to establish and protect its ownership in any Inventions and to carry out the intent and purpose of this Agreement, during Executive’s employment or thereafter. If Executive fails to execute such documents by reason of death, mental or physical incapacity or any other reason, Executive hereby irrevocably appoints Univar and its officers and agents as Executive’s agent and attorney-in-fact to execute such documents on Executive’s behalf.
 
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8.5 Executive agrees that there are no Inventions made by Executive prior to Executive’s employment with Univar and belonging to Executive that Executive wishes to have excluded from this Section 8 (the “Excluded Inventions”). If during Executive’s employment with Univar, Executive uses in the specifications or development of, or otherwise incorporates into a product, process, service, technology, or machine of Univar or its Affiliates, or otherwise uses any invention, proprietary know-how, or other intellectual property in existence before the Effective Date owned by Executive or in which Executive has any interest (“Existing Know-How”), Univar or its Affiliates, as the case may be, is hereby granted and shall have a non-exclusive, royalty-free, fully paid up, perpetual, irrevocable, worldwide right and license under the Existing Know-How (including any patent or other intellectual property rights therein) to make, have made, use, sell, reproduce, distribute, make derivative works from, publicly perform and display, and import, and to sublicense any and all of the foregoing rights to that Existing Know- How (including the right to grant further sublicenses) without restriction as to the extent of Executive’s ownership or interest, for so long as such Existing Know-How is in existence and is licensable by Executive.
9. Nonsolicitation.
9.1 During Executive’s employment with Univar, and for a period expiring eighteen (18) months after the termination of Executive’s employment, regardless of the reason, if any, for such termination, Executive shall not, in the United States, Western Europe or Canada, directly or indirectly:
9.1.1 solicit or entice away or in any other manner persuade or attempt to persuade any officer, employee, consultant or agent of Univar or any of its Affiliates to alter or discontinue his or her relationship with Univar, or its Affiliates;
9.1.2 solicit from any person or entity that was a customer of Univar or any of its Affiliates during Executive’s employment with Univar, any business of a type or nature similar to the business of Univar or any of its Affiliates with such customer;
9.1.3 solicit, divert, or in any other manner persuade or attempt to persuade any supplier of Univar or any of its Affiliates to discontinue its relationship with Univar or its Affiliates;
9.1.4 solicit, divert, take away or attempt to solicit, divert or take away any customers of Univar or its Affiliates; or
9.1.5 engage in or participate in the chemical distribution or logistics business.
9.2 Nothing in Section 9.1 limits Executive’s ability to hire an employee of Univar or any of its Affiliates in circumstances under which such employee first contacts Executive regarding employment and Executive does not violate any of Sections 9.1.1, 9.1.2, 9.1.3, 9.1.4 or 9.1.5 herein.
 
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9.3 Univar and Executive agree that the provisions of this Section 9 do not impose an undue hardship on Executive and are not injurious to the public; that this provision is necessary to protect the business of Univar and its Affiliates; that the nature of Executive’s responsibilities with Univar under this Agreement provide and/or will provide Executive with access to Confidential Information that is valuable and confidential to Univar and its Affiliates; that Univar would not employ Executive if Executive did not agree to the provisions of this Section 9; that this Section 9 is reasonable in terms of length of time and scope; and that adequate consideration supports this Section 9. In the event that a court determines that any provision of this Section 9 is unreasonably broad or extensive, Executive agrees that such Court should narrow such provision to the extent necessary to make it reasonable and enforce the provision as narrowed.
10. Remedies. Notwithstanding any other provisions of this Agreement regarding dispute resolution, including Section 10, Executive agrees that Executive’s violation of any of Sections 6, 7, 8 or 9 of this Agreement would cause Univar or its Affiliates irreparable harm which would not be adequately compensated by monetary damages and that an injunction may be granted by any court or courts having jurisdiction, restraining Executive from violation of the terms of this Agreement, upon any breach or threatened breach of Executive of the obligations set forth in any of Sections 6, 7, 8 or 9. The preceding sentence shall not be construed to limit Univar or its Affiliates from any other relief or damages to which it may be entitled as a result of Executive’s breach of any provision of this Agreement, including Sections 6, 7, 8 or 9.
11. Venue. Except for proceedings for injunctive relief, the venue of any litigation arising out of Executive’s employment with Univar or interpreting or enforcing this Agreement shall lie in a court of appropriate jurisdiction in King County, Washington.
12. Fees. The prevailing party will be entitled to its costs and attorneys’ fees incurred in any litigation relating to the interpretation or enforcement of this Agreement.
13. Disclosure. Executive agrees fully and completely to reveal the terms of Sections 6, 7, 8 or 9 of this Agreement to any future employer or business contacts of Executive and authorizes Univar and its Affiliates, at their election, to make such disclosure.
14. Representation of Executive. Executive represents and warrants to Univar that Executive is free to enter into this Agreement and has no commitment, arrangement or understanding to or with any party that restrains or is in conflict with Executive’s performance of the covenants, services and duties provided for in this Agreement. Executive shall not in the course of Executive’s employment violate any obligation that Executive may owe any third party, including former employers.
 
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15. Assignability. During Executive’s employment, this Agreement may not be assigned by either party without the written consent of the other; provided, however, that Univar may assign its rights and obligations under this Agreement without Executive’s consent to any of its Affiliates or to a successor by sale, merger or liquidation, if such successor carries on the business substantially in the form in which it is being conducted at the time of the sale, merger or liquidation and notwithstanding anything in this Agreement, such assignment and Executive’s transfer of employment thereunder shall not be deemed a termination of employment under Section 5.2 of this Agreement. This Agreement is binding upon Executive, Executive’s heirs, personal representatives and permitted assigns and on Univar, its successors and assigns.
16. Notices. Any notice required or permitted to be given hereunder is sufficient if in writing and delivered by e-mail, by hand, by facsimile or by registered or certified mail, at a valid address of the Executive on file with the Univar, or in the case of Univar at the address of its principal executive offices attention to the General Counsel or Chief Executive Officer, or such other address as may be provided to each party by the other.
17. Severability. If any provision of this Agreement or compliance by any of the parties with any provision of this Agreement constitutes a violation of any law, or is or becomes unenforceable or void, then such provision, to the extent only that it is in violation of law, unenforceable or void, shall be deemed modified to the extent necessary so that it is no longer in violation of law, unenforceable or void, and such provision will be enforced to the fullest extent permitted by law. If such modification is not possible, said provision, to the extent that it is in violation of law, unenforceable or void, shall be deemed severable from the remaining provisions of this Agreement, which provisions will remain binding on the parties.
18. Waivers. No failure on the part of either party to exercise, and no delay in exercising, any right or remedy hereunder will operate as a waiver thereof; nor will any single or partial waiver of a breach of any provision of this Agreement operate or be construed as a waiver of any subsequent breach; nor will any single or partial exercise of any right or remedy hereunder preclude any other or further exercise thereof or the exercise of any other right or remedy granted hereby or by law.
19. Governing Law. The validity, construction and performance of this Agreement shall be governed by the laws of the State of Washington without regard to the conflicts of law provisions of such laws.
20. Survival. Notwithstanding anything to the contrary in this Agreement, the obligations of this Agreement shall survive a termination of this Agreement or the termination of Executive’s employment with Univar, except for obligations under Sections 1, 2, 3 and 4.
 
Oversby Employment Agreement
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21. Entire Agreement. This instrument contains the entire agreement of Executive and Univar with respect to the subject matter herein and supersedes all prior such agreements and understandings, and there are no other such representations or agreements other than as stated in this Agreement related to the terms and conditions of Executive’s employment with Univar. This Agreement may be changed only by an agreement in writing signed by the party against whom enforcement of any waiver, change, modification, extension or discharge is sought, and any such modification agreed to by Univar must, in order to be binding upon Univar, be signed by the Chief Executive Officer of Univar or a person delegated responsibility by the Board of Directors of Univar.
22. Executive’s Recognition of Agreement. Executive acknowledges that Executive has read and understood this Agreement and agrees that its terms are necessary for the reasonable and proper protection of the business of Univar and its Affiliates. Executive acknowledges that Executive has been advised by Univar that Executive is entitled to have this Agreement reviewed by an attorney of his selection, at Executive’s expense, prior to signing, and that Executive has either done so or elected to forgo that right.
23. Delayed Payment under certain Circumstances. Notwithstanding anything in this Agreement to the contrary, to the extent required to avoid an excise tax under Internal Revenue Code Section 409A, the payment of any compensation pursuant to Sections 5.2.2, 5.2.3, 5.2.4, 5.3 or 5.4, Executive’s separation from service shall be delayed for a period of six months if Executive is a “specified employee” as defined in Code Section 409A(a)(2)(B)(i). In such a circumstance, the payments that would otherwise have been made during such six month period will be paid on the six-month anniversary of Executive’s separation from service.
IN WITNESS WHEREOF, the parties have duly signed and delivered this Agreement as of the day and year first above written.

UNIVAR INC.	 		
			
By	 	/s/ J. Erik Fyrwald	 		
	 	J. Erik Fyrwald	 		
	 	President and Chief Executive Officer	 		
		
EXECUTIVE	 		
		
/s/ Christopher Oversby	 	11-8-12	
Christopher Oversby	 		
 
Oversby Employment Agreement
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Exhibit 10.61
1 st AMENDMENT TO
EMPLOYMENT AGREEMENT
THIS 1 ST AMENDMENT TO EMPLOYMENT AGREEMENT (“1 st Amendment”) is made as of August 8, 2013 (“Effective Date”) between Univar Inc., a Delaware corporation (“Univar”), and Christopher Oversby (“Executive”). It amends the Employment Agreement entered into between Univar and Executive on September 4, 2012 (“Employment Agreement”).
AMENDMENT
In consideration of the mutual covenants herein contained, and other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, Executive and Univar agree to amend the Employment Agreement, pursuant to Section 21 of such agreement, as follows:
Section 3.3 is eliminated in its entirety and a new Section 3.3 is inserted to read as follows:
3.3 One-Time Stock Option Grant . As of the effective date of this 1 st Amendment, Executive shall be granted 100,000 stock options to purchase shares of Univar common stock pursuant to the Univar Inc. 2011 Stock Incentive Plan and the stock option agreement governing such award. The stock options will be non-qualified with an exercise price equal to the fair market value on the date of grant. The options will vest annually in equal installments over a period of two years, beginning on the first anniversary date of the Effective Date, subject to Executive’s continued employment by Univar.
For purposes of Sections 5.2.4, 5.3 and 5.4, “Energy Vertical Bonus” and “Target Energy Vertical Bonus” shall each mean the amount of $200,000. This amount shall be used in calculating the amounts in Sections 5.2.4,5.3 and 5.3.
IN WITNESS WHEREOF, the parties have duly signed and delivered this 1 st Amendment as of the Effective Date.

UNIVAR INC.	
		
By		/s/ J. Erik Fyrwald	
		J. Erik Fyrwald	
		President and Chief Executive Officer	

EXECUTIVE	
	
/s/ Christopher Overby	
Christopher Overby	
Oversby 1 st Amendment to Employment Agreement

Exhibit 10.62
Employee Stock Option Agreement
This Employee Stock Option Agreement, dated as of April    , 2014, between Univar Inc., a Delaware corporation, and the Employee whose name appears on the signature page hereof, is being entered into pursuant to the Univar Inc. 2011 Stock Incentive Plan (the “ Plan ”). The meaning of capitalized terms may be found in Section 8.
The Company and the Employee hereby agree as follows:
Section 1. Grant of Options
(a) Confirmation of Grant . The Company hereby evidences and confirms, effective as of the date hereof, its grant to the Employee of Options to purchase the number of shares of Common Stock specified on the signature page hereof. The Options are not intended to be incentive stock options under the Code. This Agreement is entered into pursuant to, and the terms of the Options are subject to, the terms of the Plan.
(b) Option Price . Each share covered by an Option shall have the Option Price specified on the signature page hereof.
Section 2. Vesting and Exercisability
(a) Vesting . Except as otherwise provided in Section 6(a) or Section 2(b) of this Agreement, the Options shall become vested in four equal annual installments on each of the first through fourth anniversaries of the Grant Date, subject to the continuous employment of the Employee with the Company until the applicable vesting date; provided that ( i ) if the Employee’s employment with the Company is terminated in a Special Termination (i.e., by reason of the Employee’s death or Disability), any Options held by the Employee shall immediately vest as of the effective date of such Special Termination, and ( ii ) if the Employee’s employment with the Company is terminated by the Company without Cause or by the Employee with Good Reason, a number of Options shall vest as of the effective date of such termination of employment in an amount equal to the product of ( x ) the number of Options held by the Employee that would have vested if the Employee’s employment with the Company had continued until the next following anniversary of the Grant Date multiplied by ( y ) a fraction, the numerator of which is the number of days that have elapsed from the later of the Grant Date or the most recent anniversary of the Grant Date and the denominator of which is 365.

(b) Discretionary Acceleration . The Board, in its sole discretion, may accelerate the vesting or exercisability of all or a portion of the Options, at any time and from time to time.
(c) Exercise . Once vested in accordance with the provisions of this Agreement, the Options may be exercised at any time prior to the date such Options terminate pursuant to Section 3. Options may only be exercised with respect to whole shares of Common Stock and must be exercised in accordance with Section 4.
(d) No Other Accelerated Vesting . The vesting and exercisability provisions set forth in this Section 2 or in Section 6, or expressly set forth in the Plan, shall be the exclusive vesting and exercisability provisions applicable to the Options and shall supersede any other provisions relating to vesting and exercisability, unless such other such provision expressly refers to the Plan by name and this Agreement by name and date.
Section 3. Termination of Options
(a) Normal Termination Date . Unless earlier terminated pursuant to Section 3(b) or Section 6, the Options shall terminate on the tenth anniversary of the Grant Date (the “ Normal Termination Date ”), if not exercised prior to such date.
(b) Early Termination . If the Employee’s employment with the Company terminates for any reason, any Options held by the Employee that have not vested before the effective date of such termination of employment or that do not become vested on such date in accordance with Section 2 shall terminate immediately upon such termination of employment and, if the Employee’s employment is terminated for Cause, all Options (whether or not then vested or exercisable) shall automatically terminate immediately upon such termination. All vested Options held by the Employee following the effective date of a termination of employment shall remain exercisable until the first to occur of ( i ) the 90 th day following the effective date of the Employee’s termination of employment (the 180th day in the case of a Special Termination or a retirement from active service on or after the Employee reaches age 65), ( ii ) the Normal Termination Date or ( iii ) the cancellation of the Options pursuant to Section 6(a), and if not exercised within such period the Options shall automatically terminate upon the expiration of such period.
 
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Section 4. Manner of Exercise
(a) General . Subject to such reasonable administrative regulations as the Board may adopt from time to time, the Employee may exercise vested Options by giving prior written notice to the Secretary of the Company specifying the proposed date on which the Employee desires to exercise a vested Option (the “ Exercise Date ”), the number of whole shares with respect to which the Options are being exercised (the “ Exercise Shares ”) and the aggregate Option Price for such Exercise Shares (the “ Exercise Price ”); provided , that, prior to a Public Offering, the Employee shall provide at least 10 business days’ notice of exercise. On or before any Exercise Date that occurs prior to a Public Offering, if the Employee is not then a party to a Subscription Agreement, the Company and the Employee shall enter into a Subscription Agreement with respect to the Exercise Shares, in the form customarily used under the Plan. Unless otherwise determined by the Board, and subject to such other terms, representations and warranties as may be provided for in the Subscription Agreement, ( i ) on or before the Exercise Date the Employee shall deliver to the Company full payment for the Exercise Shares in United States dollars in cash, or cash equivalents satisfactory to the Company, in an amount equal to the Exercise Price plus any required withholding taxes or other similar taxes, charges or fees and ( ii ) the Company shall register the issuance of the Exercise Shares on its records (or direct such issuance to be registered by the Company’s transfer agent); provided that, notwithstanding clause (i) of this sentence, upon the exercise of Options following a termination of employment of the Employee prior to a Public Offering ( a ) in a Special Termination, ( b ) by the Company without Cause, or ( c ) by the Employee with Good Reason, the Participant may elect, in lieu of being required to exercise the Options and pay the Option exercise price in full at the time of exercise as aforesaid, to direct the Company to cancel all or a portion of the Options (to the extent then exercisable), and, in consideration of such cancellation, the Company shall ( i ) retain (i.e., not issue) a number of shares of Common Stock (the “ Unissued Option Shares ”) that have an aggregate Fair Market Value as of the date of cancellation equal to the aggregate Option exercise price of the portion of the Options so cancelled and ( ii ) issue to the Participant a number of shares of Common Stock equal to the portion of the Options so cancelled minus the number of Unissued Option Shares (it being understood that the Participant shall pay the Withholding Amounts in cash or cash equivalents at the time of exercise) provided, further, that the method of exercise set forth in the immediately preceding proviso
 
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shall not be made available if such method of exercise would result in a violation of the terms or provisions of, or a default or an event of default under, any of the Financing Agreements (as defined in the Subscription Agreement). The Company may require the Employee to furnish or execute such other documents as the Company shall reasonably deem necessary ( i ) to evidence such exercise, ( ii ) to determine whether registration is then required under the Securities Act or other applicable law or ( iii ) to comply with or satisfy the requirements of the Securities Act, applicable state or non-U.S. securities laws or any other law.
(b) Restrictions on Exercise . Notwithstanding any other provision of this Agreement, the Options may not be exercised in whole or in part, and no certificates representing Exercise Shares shall be delivered, ( A ) unless all requisite approvals and consents of any governmental authority of any kind shall have been secured, ( B ) unless the purchase of the Exercise Shares shall be exempt from registration under applicable U.S. federal and state securities laws, and applicable non-U.S. securities laws, or the Exercise Shares shall have been registered under such laws, and ( C ) unless all applicable U.S. federal, state and local and non-U.S. tax withholding requirements shall have been satisfied. The Company shall use its commercially reasonable efforts to obtain any consents or approvals referred to in clause (A) of the preceding sentence, but shall otherwise have no obligations to take any steps to prevent or remove any impediment to exercise described in such sentence.
(c) Tag-Along Notice . By reason of holding the Options, whether or not they are exercised, the Employee shall be entitled to receive a Sale Notice (as defined in the Subscription Agreement) at the time and in the manner prescribed by Section 6 of the Subscription Agreement in order to allow the Employee to participate in a Tag-Along Transaction (as defined in the Subscription Agreement).
Section 5. Employee’s Representations; Investment Intention . The Employee represents and warrants that the Options have been, and any Exercise Shares will be, acquired by the Employee solely for the Employee’s own account for investment and not with a view to or for sale in connection with any distribution thereof. The Employee represents and warrants that the Employee understands that none of the Exercise Shares may be transferred, sold, pledged, hypothecated or otherwise disposed of unless the provisions of the Subscription Agreement shall have been complied with or have expired.
 
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Section 6. Change in Control
(a) Vesting and Cancellation . Subject to Section 6(b), upon a Change in Control, all vested Options then outstanding shall be canceled in exchange for a payment having a value equal to the excess, if any, of ( i ) the product of the Change in Control Price multiplied by the aggregate number of shares covered by all such Options immediately prior to the Change in Control over ( ii ) the aggregate Option Price for all such shares, to be paid as soon as reasonably practicable, but in no event later than 30 days following the Change in Control.
(b) Alternative Award for Vested Options . Notwithstanding Section 6(a), no cancellation, termination, or settlement or other payment shall occur with respect to any Option if the Board reasonably determines prior to the Change in Control that the Employee shall receive an Alternative Award in respect of such Option.
(c) Unvested Options . Upon a Change in Control, any unvested Options then outstanding shall be treated as Alternative Awards with the same vesting schedule (i.e., honored or assumed) or, in the Board’s reasonable determination, canceled and substituted with new Alternative Awards with the same or better vesting schedule.
Section 7. Covenants . In consideration of the receipt of the Options granted pursuant to this Agreement, the Employee agrees to be bound by the covenants set forth in Exhibit A to this Agreement.
Section 8. Certain Definitions . As used in this Agreement, capitalized terms that are not defined herein have the respective meaning given in the Plan, and the following additional terms shall have the following meanings:
“ Agreement ” means this Employee Stock Option Agreement, as amended from time to time in accordance with the terms hereof.
“ Code ” means the United States Internal Revenue Code of 1986, as amended, and any successor thereto.
“ Company ” means Univar Inc., provided that for purposes of determining the status of Employee’s employment with the “Company,” such term shall include the Company and/or any of its Subsidiaries that employ the Employee.
 
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“ Data ” has the meaning given in Section 9(b)(ii).
“ Employee ” means the grantee of the Options, whose name is set forth on the signature page of this Agreement; provided that for purposes of Section 4 and Section 9, following such person’s death “Employee” shall be deemed to include such person’s beneficiary or estate and following such Person’s Disability, “Employee” shall be deemed to include such person’s legal representative.
“ Exercise Date ” has the meaning given in Section 4(a).
“ Exercise Price ” has the meaning given in Section 4(a).
“ Exercise Shares ” has the meaning given in Section 4(a).
“ Grant Date ” means «Grant_Date», which is the date on which the Options were granted to the Employee.
“ Group ” has the meaning given in Section 9(b)(i).
“ Normal Termination Date ” has the meaning given in Section 3(a).
“ Option ” means the right granted to the Employee hereunder to purchase one share of Common Stock for a purchase price equal to the Option Price subject to the terms of this Agreement and the Plan.
“ Option Price ” means, with respect to each share of Common Stock covered by an Option, the purchase price specified in Section 1(b) for which the Employee may purchase such share of Common Stock upon exercise of an Option; provided that the Option Price shall be subject to adjustment in the event the Board determines that Fair Market Value was higher than the specified Option Price on the Grant Date.
“ Plan ” means the Univar Inc. 2011 Stock Incentive Plan, as amended from time to time.
“ Securities Act ” means the United States Securities Act of 1933, as amended, or any successor statute, and the rules and regulations thereunder that are in effect at the time, and any reference to a particular section thereof shall include a reference to the corresponding section, if any, of such successor statute, and the rules and regulations.
 
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Section 9. Miscellaneous .
(a) Withholding . The Company or one of its Subsidiaries shall require the Employee to remit to the Company an amount in cash sufficient to satisfy any applicable U.S. federal, state and local and non-U.S. tax withholding or other similar charges or fees that may arise in connection with the exercise of the Options.
(b) Data Protection .
(i) The Employee hereby explicitly and unambiguously consents to the collection, use and transfer, in electronic or other form, of his or her personal data as described in this document by and among, as applicable, the Company and its Affiliates (the “ Group ”) for the exclusive purpose of implementing, administering and managing his or her participation in the Plan.
(ii) The Employee acknowledges that the Group holds certain personal information about him or her, including, but not limited to, his or her name, home address and telephone number, date of birth, national insurance number or other identification number, salary, nationality, job title, details of all Options or any other entitlements outstanding in the Employee’s favor, for the purpose of implementing, administering and managing the Plan (“Data”).
(iii) The Employee acknowledges and agrees that Data may be transferred to any third parties assisting in the implementation, administration and management of the Plan, that these recipients may be located in the Employee’s country of residence or elsewhere, and that the recipient’s country of residence may have different data privacy laws and protections to those of the Employee’s country. The Employee authorizes any such recipients to receive, use, retain and transfer the Data, in electronic or other form, for the purposes of implementing, administering and managing the Employee’s participation in the Plan, including any requisite transfer of such Data as may be required to a broker or other third party with whom the Employee may elect to deposit any shares of Common Stock acquired. The Employee understands that Data will be held only as long as is necessary to implement, administer and manage his participation in the Plan. The Employee understands that he or she may, at any time, view Data, request additional information about the storage and processing of Data, require any necessary amendments to Data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing his or her local human resources representative. The Employee understands, however, that refusing or withdrawing his or her consent may affect his or her ability to participate in the Plan.
 
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(c) No Rights as Stockholder; No Voting Rights . The Employee shall have no rights as a stockholder of the Company with respect to any Shares covered by the Options until the exercise of the Options and delivery of the Shares. No adjustment shall be made for dividends or other rights for which the record date is prior to the delivery of the Shares. Any Shares delivered in respect of the Options shall be subject to the Subscription Agreement and the Employee shall have no voting rights with respect to such Shares until such time as specified in the Subscription Agreement.
(d) Terms and Conditions of Employment .
(i) In executing this Agreement, the Employee acknowledges that (A) the Plan is established voluntarily by the Company and is discretionary in nature; (B) the grant of the Options is voluntary and occasional and does not create any contractual or other right for the Employee or any other person to receive future grants of stock options, benefits in lieu of stock options or other awards; and (C) the award of the Options is not part of the terms and conditions of the Employee’s employment.
(ii) Nothing in this Agreement or the Plan shall (A) give the Employee any right to continue in the employ of the Company or any Affiliate; (B) create any inference as to the length of employment of the Employee; or (C) affect the right of an employer to terminate the employment of the Employee at any time, with or without Cause.
(iii) If the Employee ceases to be an employee of the Company or any of its Affiliates for any reason, the Employee shall not be entitled by way of compensation for loss of office or otherwise howsoever to any sum or other benefit to compensate the Employee for the loss of any rights under this Agreement or the Plan.
(e) Non-Transferability of Options . The Options may be exercised only by the Employee. The Options are not assignable or transferable, in whole or in part, and they may not, directly or indirectly, be offered, transferred, sold, pledged, assigned, alienated, hypothecated or otherwise disposed of or encumbered (including, but not limited to, by gift, operation of law or otherwise) other than by will or by the laws of descent and distribution to the estate of the Employee upon the Employee’s death or with the Company’s consent.
 
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(f) Notices . All notices and other communications required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been given if delivered personally or sent by certified or express mail, return receipt requested, postage prepaid, or by any recognized international equivalent of such delivery, to the Company or the Employee, as the case may be, at the following addresses or to such other address as the Company or the Employee, as the case may be, shall specify by notice to the other:
(i) if to the Company, to it at:
Univar Inc.
17425 NE Union Hill Road
Redmond, Washington 98052
Attention : General Counsel
Facsimile: (425) 889-3500
(ii) if to the Employee, to the Employee at his or her most recent address as shown on the books and records of the Company or Subsidiary employing the Employee; and
copies of any notice or other communication given under this Agreement shall also be given to:
CD&R Univar Holdings, L.P.,
c/o Clayton, Dubilier & Rice, LLC
375 Park Avenue
18th Floor
New York, New York 10152
Attention : Theresa Gore
Facsimile: (212) 407-5252
and
CVC Capital Partners
712 Fifth Avenue, 43rd Floor
New York, New York 10019
Attention : Lars Haegg
Facsimile: (212) 265-6375
 
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with copies (each of which shall not by itself constitute notice hereunder) to:
Debevoise & Plimpton LLP
919 Third Avenue
New York, New York 10022
Attention : Paul Bird
Facsimile: (212) 521-7435
and
Sullivan & Cromwell LLP
125 Broad Street
New York, New York 10004
Attention : George Sampas
Facsimile: (212) 291-9131
All such notices and communications shall be deemed to have been received on the date of delivery if delivered personally or on the third business day after the mailing thereof.
(g) Binding Effect; Benefits . This Agreement shall be binding upon and inure to the benefit of the parties to this Agreement and their respective successors and assigns. Nothing in this Agreement, express or implied, is intended or shall be construed to give any person other than the parties to this Agreement or their respective successors or assigns any legal or equitable right, remedy or claim under or in respect of any agreement or any provision contained herein.
(h) Waiver; Amendment .
(i) Waiver . Any party hereto or beneficiary hereof may by written notice to the other parties ( A ) extend the time for the performance of any of the obligations or other actions of the other parties under this Agreement, ( B ) waive compliance with any of the conditions or covenants of the other parties contained in this Agreement and ( C ) waive or modify performance of any of the obligations of the other parties under this Agreement. Except as provided in the preceding sentence, no action taken pursuant to this Agreement, including, without limitation, any investigation by or on behalf of any party or beneficiary, shall be deemed to constitute a waiver by the party or beneficiary taking such action of compliance with any representations, warranties, covenants or agreements
 
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contained herein. The waiver by any party hereto or beneficiary hereof of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any preceding or succeeding breach and no failure by a party or beneficiary to exercise any right or privilege hereunder shall be deemed a waiver of such party’s or beneficiary’s rights or privileges hereunder or shall be deemed a waiver of such party’s or beneficiary’s rights to exercise the same at any subsequent time or times hereunder.
(ii) Amendment . This Agreement (including Exhibit A hereto) may not be amended, modified or supplemented orally, but only by a written instrument executed by the Employee and the Company.
(i) Assignability . Neither this Agreement nor any right, remedy, obligation or liability arising hereunder or by reason hereof shall be assignable by the Company or the Employee without the prior written consent of the other party.
(j) Applicable Law; Interpretation . This Agreement shall be governed by and construed in accordance with the law of the State of Delaware regardless of the application of rules of conflict of law that would apply the laws of any other jurisdiction. Notwithstanding the final and binding effect of the Board’s determinations, interpretations or other actions pursuant to Section 2.2 of the Plan, in the event of any proceeding where such determination, interpretation or other actions is at issue, no special deference shall be afforded to such determination as it applies to the Employee and it shall be reviewed de novo.
(k) Waiver of Jury Trial . Each party hereby waives, to the fullest extent permitted by applicable law, any right it may have to a trial by jury in respect of any suit, action or proceeding arising out of this Agreement or any transaction contemplated hereby. Each party ( i ) certifies that no representative, agent or attorney of any other party has represented, expressly or otherwise, that such other party would not, in the event of litigation, seek to enforce the foregoing waiver and ( ii ) acknowledges that it and the other parties have been induced to enter into the Agreement by, among other things, the mutual waivers and certifications in this Section 9(k).
(l) Section and Other Headings, etc . The section and other headings contained in this Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Agreement.
 
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(m) Counterparts . This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which together shall constitute one and the same instrument.
[Signature Page Follows]
 
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IN WITNESS WHEREOF, the Company and the Employee have executed this Agreement as of the date first above written.

UNIVAR INC.	
		
By:		 	
		Name:			
		Title:			
	
THE EMPLOYEE:

«Name»	

Exhibit A
Restrictive Covenants
Section 1 Confidential Information .
1.1 The Employee recognizes that the success of the Company and its current or future Affiliates depends upon the protection of information or materials that are designated as confidential and/or proprietary at the time of disclosure or should, based on their nature or the circumstances surrounding such disclosure, reasonably be deemed confidential including, without limitation, information to which the Employee has access while employed by the Company whether recorded in any medium or merely memorized (all such information being “ Confidential Information ”). “Confidential Information” includes without limitation, and whether or not such information is specifically designated as confidential or proprietary: all business plans and marketing strategies; information concerning existing and prospective markets, suppliers and customers; financial information; information concerning the development of new products and services; and technical and non-technical data related to software programs, design, specifications, compilations, Inventions (as defined in Section 3.1), improvements, patent applications, studies, research, methods, devices, prototypes, processes, procedures and techniques. Confidential Information expressly includes information provided to the Company or its Affiliates by third parties under circumstances that require them to maintain the confidentiality of such information. Notwithstanding the foregoing, the Employee shall have no confidentiality obligation with respect to disclosure of any Confidential Information that ( a ) was, or at any time becomes, available in the public domain other than through a violation of this Agreement or ( b ) the Employee can demonstrate by written evidence was furnished to the Employee by a third party in lawful possession thereof and who was not under an obligation of confidentiality to the Company or any of its Affiliates.
1.2 The Employee agrees that during the Employee’s employment and after termination of employment irrespective of cause, the Employee will use Confidential Information only for the benefit of the Company and its Affiliates. Notwithstanding the foregoing, the Employee may disclose Confidential Information as required pursuant to an order or requirement of a court, administrative agency or other government body, provided the Employee has notified the Company or the applicable Affiliate immediately after receipt of such order or requirement and allowed the Company and/or the Affiliate a meaningful opportunity to apply for protective measures.

1.3 The Employee hereby assigns to the Company any rights the Employee may have or acquire in such Confidential Information and acknowledges that all Confidential Information shall be the sole property of the Company and/or its Affiliates or their assigns.
1.4 There are no rights granted or any understandings, agreements or representations between the parties hereto, express or implied, regarding Confidential Information that are not specified herein.
1.5 The Employee’s obligations under this Section 1 are in addition to any obligations that the Employee has under state or federal law.
1.6 The Employee agrees that in the course of the Employee’s employment with the Company, the Employee will not violate in any way the rights that any entity, including former employers, has with regard to trade secrets or proprietary or confidential information.
1.7 The Employee’s obligations under this Section 1 are indefinite in term and shall survive the termination of this Agreement.
Section 2 Return of Company Property .
2.1 The Employee acknowledges that all tangible items containing any Confidential Information, including without limitation memoranda, photographs, records, reports, manuals, drawings, blueprints, prototypes, notes, documents, drawings, specifications, software, media and other materials, including any copies thereof (including electronically recorded copies), are the exclusive property of the Company or its applicable Affiliate, and the Employee shall deliver to the Company all such material in the Employee’s possession or control upon the Company’s request and in any event upon the termination of the Employee’s employment with the Company. The Employee shall also return any keys, equipment, identification or credit cards, or other property belonging to the Company or its Affiliates upon termination of the Employee’s employment or request.
Section 3 Inventions .
3.1 The Employee understands and agrees that all Inventions are the exclusive property of the Company. As used in this Agreement, “ Inventions ” shall include without limitation ideas, discoveries, developments, concepts, inventions, original works of authorship, trademarks, mask works, trade secrets, ideas, data, information, know-how, documentation, formulae, results, prototypes, designs, methods, processes, products, formulas and techniques, improvements to any of the foregoing, and all other matters ordinarily intended by the words “intellectual
 
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property,” whether or not patentable, copyrightable, or otherwise able to be registered, which are developed, created conceived of or reduced to practice by the Employee, alone or with others, during the Employee’s employment with the Company or Affiliates, whether or not during working hours or within three (3) months thereafter and related to the Company’s then existing or proposed business. In recognition of the Company’s ownership of all Inventions, the Employee shall make prompt and full disclosure to the Company of, will hold in trust for the sole benefit of the Company, and (subject to Section 3.2 below) herby assigns, and agrees to assign in the future, exclusively to the Company all of the Employee’s right, title, and interest in and to any and all such Inventions.
3.2 NOTICE REQUIRED BY REVISED CODE OF WASHINGTON 49.44.140 : The Employee understands that the Employee’s obligation to assign inventions shall not apply to any inventions for which no equipment, supplies, facilities, or trade secret information of the Company was used and that was developed entirely on the Employee’s own time, unless (a) the invention relates (i) directly to the business of the Company, or (ii) to the Company’s actual or demonstrably anticipated research or development, or (b) the invention results from any work performed by the Employee for the Company.
3.3 To the extent any works of authorship created by the Employee made within the scope of employment may be considered “works made for hire” under United States copyright laws, they are hereby agreed to be works made for hire. To the extent any such works do not qualify as a “work made for hire” under applicable law, and to the extent they include material subject to copyright, the Employee hereby irrevocably and exclusively assigns and conveys all rights, title and interests in such works to the Company subject to no liens, claims or reserved rights. The Employee hereby waives any and all “moral rights” that may be applicable to any of the foregoing, for any and all uses, alterations, and exploitation hereof by the Company, or its Affiliates, or their successors, assignees or licensees. To the extent that any such “moral rights” may not be waived in accordance with law, the Employee agrees not to bring any claims, actions or litigation against the Company or its Affiliates, or their successors, assignees or licensees, based on or to enforce such rights. Without limiting the preceding, the Employee agrees that the Company may in its discretion edit, modify, recast, use, and promote any such works of authorship, and derivatives thereof, with or without the use of the Employee’s name or image, without compensation to the Employee other than that expressly set forth herein.
3.4 The Employee hereby waives and quitclaims to the Company any and all claims of any nature whatsoever that the Employee now or hereafter may have for infringement of any patent or patents from any patent applications for any Inventions. The Employee agrees to cooperate fully with the Company and take
 
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all other such acts requested by the Company (including signing applications for patents, assignments, and other papers, and such things as the Company may require) to enable the Company to establish and protect its ownership in any Inventions and to carry out the intent and purpose of this Agreement, during the Employee’s employment or thereafter. If the Employee fails to execute such documents by reason of death, mental or physical incapacity or any other reason, the Employee hereby irrevocably appoints the Company and its officers and agents as the Employee’s agent and attorney-in-fact to execute such documents on the Employee’s behalf.
3.5 The Employee agrees that there are no Inventions made by the Employee prior to the Employee’s employment with the Company and belonging to the Employee that the Employee wishes to have excluded from this Section 3 (the “ Excluded Inventions ”). If during the Employee’s employment with the Company, the Employee uses in the specifications or development of, or otherwise incorporates into a product, process, service, technology, or machine of the Company or its Affiliates, or otherwise uses any invention, proprietary know-how, or other intellectual property in existence before the commencement date of Employee’s employment with the Company or any Affiliate owned by the Employee or in which the Employee has any interest (“ Existing Know-How ”), the Company or its Affiliates, as the case may be, is hereby granted and shall have a non-exclusive, royalty-free, fully paid up, perpetual, irrevocable, worldwide right and license under the Existing Know-How (including any patent or other intellectual property rights therein) to make, have made, use, sell, reproduce, distribute, make derivative works from, publicly perform and display, and import, and to sublicense any and all of the foregoing rights to that Existing Know-How (including the right to grant further sublicenses) without restriction as to the extent of the Employee’s ownership or interest, for so long as such Existing Know-How is in existence and is licensable by the Employee.
Section 4 Nonsolicitation and Noncompetition .
4.1 During the Employee’s employment with the Company, and for a period expiring eighteen (18) months after the termination of the Employee’s employment (the “ Restrictive Period ”), regardless of the reason, if any, for such termination, the Employee shall not, in the United States, Western Europe or Canada, directly or indirectly:
(a) solicit or entice away or in any other manner persuade or attempt to persuade any officer, employee, consultant or agent of the Company or any of its Affiliates to alter or discontinue his or her relationship with the Company or its Affiliates;
 
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(b) solicit from any person or entity that was a customer of the Company or any of its Affiliates during the Employee’s employment with the Company, any business of a type or nature similar to the business of the Company or any of its Affiliates with such customer;
(c) solicit, divert, or in any other manner persuade or attempt to persuade any supplier of the Company or any of its Affiliates to discontinue its relationship with the Company or its Affiliates;
(d) solicit, divert, take away or attempt to solicit, divert or take away any customers of the Company or its Affiliates; or
(e) engage in or participate in the chemical distribution or logistics business.
4.2 Nothing in Section 4.1 limits the Employee’s ability to hire an employee of the Company or any of its Affiliates in circumstances under which such employee first contacts the Employee regarding employment and the Employee does not violate any of subsections 4.1(a), 4.1(b), 4.1(c), 4.1(d) or 4.1(e) herein.
4.3 The Company and the Employee agree that the provisions of this Section 4 do not impose an undue hardship on the Employee and are not injurious to the public; that this provision is necessary to protect the business of the Company and its Affiliates; that the nature of the Employee’s responsibilities with the Company under this Agreement provide and/or will provide the Employee with access to Confidential Information that is valuable and confidential to the Company and its Affiliates; that the Company would not grant Options to the Employee if the Employee did not agree to the provisions of this Section 4; that this Section 4 is reasonable in terms of length of time and scope; and that adequate consideration supports this Section 4. In the event that a court determines that any provision of this Section 4 is unreasonably broad or extensive, the Employee agrees that such court should narrow such provision to the extent necessary to make it reasonable and enforce the provisions as narrowed.
4.4 Clawback .
(a) Without limiting the generality of the remedies available to the Company pursuant to Section 4.3, if, during the Restrictive Period, the Employee, except with the prior written consent of the Board, materially breaches the restrictive covenants contained in Section 4, the Employee shall pay to the Company in cash any gain the Employee realized in cash in connection with the exercise of the Options (and/or sale of Common Stock
 
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underlying the Options) within the eighteen-month period (or such other period as determined by the Board) ending on the date of the Employee’s breach. This right of recoupment is in addition to any other remedies the Company may have against the Employee for the Employee’s breach of the restrictive covenants contained in this Section 4. The Employee’s obligations under this Exhibit A shall be cumulative (but not duplicative, nor operate to extend the length of any such obligations) of any similar obligations the Employee has under the Plan, the Agreement or any other agreement with the Company or any Affiliate.
Section 5 Definitions . As used in this Exhibit A, capitalized terms that are not defined herein have the respective meaning given in the Plan or the Agreement.
 
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Exhibit 10.63
Employee Restricted Stock Agreement
This Employee Restricted Stock Agreement, dated as of April __, 2014, between Univar Inc., a Delaware corporation, and the employee whose name appears on the signature page hereof, is being entered into pursuant to the Univar Inc. 2011 Stock Incentive Plan. The meaning of capitalized terms may be found in Section 7.
The Company and the Employee hereby agree as follows:
Section 1. Grant of Restricted Stock . Subject to the terms of this Agreement, the Company hereby evidences and confirms, effective as of the date hereof, its grant to the Employee of the number of shares of Restricted Stock specified on the signature page hereof. This Agreement is entered into pursuant to, and the terms of the Restricted Stock are subject to, the terms of the Plan. Promptly after the date hereof, one or more stock certificates registered in the Employee’s name and representing the Restricted Stock will be delivered on behalf of the Employee to the Secretary of the Company, to be held in custody of the Secretary of the Company.
Section 2. Vesting and Forfeiture
(a) Based on Continued Employment . The Restricted Stock shall vest in four equal installments on the first through fourth anniversaries of the Grant Date, subject to the Employee’s continued employment with the Company or any Subsidiary through the applicable vesting date.
(b) Effect of a Change in Control . In the event of a Change in Control occurring prior to the fourth anniversary of the Grant Date, subject to the Employee’s continued employment with the Company or any Subsidiary from the Grant Date to the date of the Change in Control, 50% of each Restricted Stock installment that is then unvested (as determined by Section 2(a), without giving effect to this Section 2(b)) shall automatically become vested upon the occurrence of the Change in Control. Any Restricted Stock that remains unvested and outstanding after giving effect to the preceding sentence shall either, in the Board’s reasonable determination, be honored and assumed after the Change in Control with the same vesting schedule or canceled and substituted with new rights (an “ Alternative Award ”); provided that any Alternative Award must give the Employee rights and entitlements substantially equivalent to or better than the rights and terms applicable under such unvested Restricted Stock, including, but not limited to, an identical or better vesting schedule, and, if the Alternative Award or the securities underlying it are not publicly-traded, identical or better rights following a termination of the Employee’s employment to require the Company or the acquiror in such Change in Control to repurchase the Alternative Award or securities underlying such Alternative Award.
(c) Discretionary Acceleration . The Board, in its sole discretion, may accelerate the vesting of all or a portion of the Restricted Stock at any time and from time to time.

(d) Effect of Termination of Employment . If the Employee’s employment with the Company is terminated ( i ) by the Employee with Good Reason, ( ii ) by the Company without Cause or ( iii ) in a Special Termination (i.e., by reason of the Employee’s death or Disability), then ( A ) a number of shares of the Employee’s then-unvested Restricted Stock shall become vested as of the date of termination equal to the product of ( x ) the number of shares of Restricted Stock held by the Employee that would have vested if the Employee’s employment with the Company had continued until the next following anniversary of the Grant Date multiplied by ( y ) a fraction, the numerator of which is the number of days that have elapsed from the later of the Grant Date or the most recent anniversary of the Grant Date and the denominator of which is 365, and ( B ) any remaining shares of Restricted Stock held by the Employee after the application of clause (A) shall be forfeited as of the date of termination. Upon termination of the Employee’s employment with the Company and its Subsidiaries by the Company for Cause or by the Employee without Good Reason, any unvested Restricted Stock shall be forfeited as of the date of termination.
(e) No Other Accelerated Vesting . The vesting provisions set forth in this Section 2, or expressly set forth in the Plan, shall be the exclusive vesting provisions applicable to the shares of Restricted Stock and shall supersede any other provisions relating to vesting, unless such other such provision expressly refers to the Plan by name and this Agreement by name and date.
Section 3. Dividend Equivalents
If the Company pays any cash dividend or similar cash distribution on the Common Stock, the Company shall credit to the Employee’s account an amount equal to the product of ( x ) the number of shares of unvested Restricted Stock as of the record date for such distribution times ( y ) the per share amount of such dividend or similar cash distribution on Common Stock. Any cash amounts credited to the Employee’s account shall be paid to the Employee on the applicable Vesting Date (as defined below). If the Company makes any dividend or other distribution on the Common Stock in the form of Common Stock or other securities, the Company will credit the Employee’s account with that number of additional shares of Common Stock or other securities that would have been distributed with respect to that number of shares of Common Stock underlying the unvested Restricted Stock as of the record date thereof. Any such additional shares of Common Stock or other securities shall be subject to the same vesting restrictions as apply to the Restricted Stock.
Section 4. Vesting of Restricted Stock
On each date on which shares of Restricted Stock become vested pursuant to this Agreement (each, a “ Vesting Date ”), subject to Section 8(a), the shares of Restricted Stock that have then vested (the “ Vested Shares ”) shall cease to be subject to this Agreement and shall instead be subject to the terms and conditions of the Subscription Agreement.
 
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Section 5. Employee’s Representations and Warranties
(a) Access to Information, Etc. The Employee represents and warrants as follows:
(i) the Employee understands the terms and conditions that apply to the Restricted Stock and the risks associated with the Restricted Stock;
(ii) the Employee has a good understanding of the English language; and
(iii) as of the Grant Date, the Employee was an officer or employee of the Company or one of its Subsidiaries.
(b) No Right to Awards . The Employee acknowledges and agrees that the grant of any Restricted Stock ( i ) is being made on an exceptional basis and is not intended to be renewed or repeated, ( ii ) is entirely voluntary on the part of the Company and its Subsidiaries; and ( iii ) should not be construed as creating any obligation on the part of the Company or any of its Subsidiaries to offer any Restricted Stock in the future.
(c) Investment Intention . The Employee represents and warrants that the Employee has been awarded the Restricted Stock and any Vested Shares delivered in respect thereof for his or her own account for investment and not on behalf of any other person or with a view to, or for sale in connection with, any distribution of the Restricted Stock.
Section 6. Restriction on Transfer; Legending .
(a) The Restricted Stock is not assignable or transferable, in whole or in part, and it may not, directly or indirectly, be offered, transferred, sold, pledged, assigned, alienated, hypothecated or otherwise disposed of or encumbered (including, but not limited to, by gift, operation of law or otherwise). Any purported Transfer in violation of this Section 6 shall be void ab initio.
(b) Prior to the applicable Vesting Date, a restrictive legend shall be placed on any certificates representing the shares of Restricted Stock that makes clear that the shares are subject to the vesting conditions set forth in this Agreement and a notation shall be made in the appropriate records of the Company or any transfer agent indicating that the shares are subject to such restrictions. Following the Vesting Date, the Vested Shares shall contain such legends as are contemplated by the Subscription Agreement.
Section 7. Certain Definitions As used in this Agreement, capitalized terms that are not defined herein have the respective meanings given to them in the Plan, and the following additional terms shall have the following meanings:
“ Agreement ” means this Employee Restricted Stock Agreement, as amended from time to time in accordance with the terms hereof.
 
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“ Alternative Award ” has the meaning given in Section 2(b).
“ Company ” means Univar Inc., provided that for purposes of determining the status of Employee’s employment with the “Company,” such term shall include the Company and its Subsidiaries that employ the Employee.
“ Employee ” means the grantee of the Restricted Stock whose name is set forth on the signature page of this Agreement; provided that following such person’s death the “Employee” shall be deemed to include such person’s beneficiary or estate and following such person’s Disability, the “Employee” shall be deemed to include such person’s legal representative.
“ Grant Date ” means «Grant_Date».
“ Plan ” means the Univar Inc. 2011 Stock Incentive Plan, as previously adopted by the Company and as amended from time to time in accordance with its terms.
“ Restricted Stock ” means the Common Stock evidenced by (and subject to the terms and conditions of) this Agreement.
“ Securities Act ” means the United States Securities Act of 1933, as amended, or any successor statute, and the rules and regulations thereunder that are in effect at the time, and any reference to a particular section thereof shall include a reference to the corresponding section, if any, of such successor statute, and the rules and regulations.
“ Subscription Agreement ” means the Subscription Agreement attached hereto as Exhibit A.
“ Transfer ” has the meaning given in the Subscription Agreement.
“ Vested Shares ” has the meaning given in Section 4.
“ Vesting Date ” has the meaning given in Section 4.
Section 8. Miscellaneous
(a) Withholding . The Company or one of its Subsidiaries shall require the Employee to remit to the Company an amount in cash sufficient to satisfy any applicable U.S. federal, state and local and non-U.S. tax withholding obligations that may arise in connection with the vesting of the Restricted Stock.
(b) Authorization to Share Personal Data . The Employee authorizes any Affiliate of the Company that employs the Employee or that otherwise has or lawfully obtains personal data relating to the Employee to divulge such personal data to the Company if and to the extent appropriate in connection with this Agreement or the administration of the Plan.
 
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(c) Voting Proxy . Prior to the vesting thereof, the Employee hereby irrevocably grants to the Investors the same voting proxy with respect to the Restricted Stock as would apply pursuant to Section 3 of the Subscription Agreement if the shares of Restricted Stock were Vested Shares.
(d) No Right to Continued Employment . Nothing in this Agreement shall be deemed to confer on the Employee any right to continue in the employ of the Company or any Subsidiary, or to interfere with or limit in any way the right of the Company or any Subsidiary to terminate such employment at any time.
(e) Notices . All notices and other communications required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been given if delivered personally or sent by certified or express mail, return receipt requested, postage prepaid, or by any recognized international equivalent of such delivery, to the Company or the Employee, as the case may be, at the following addresses or to such other address as the Company or the Employee, as the case may be, shall specify by notice to the other:
(i) if to the Company, to it at:
Univar Inc.
17425 NE Union Hill Road
Redmond, Washington 98052
Attention : General Counsel
Facsimile: (425) 889-3500
(ii) if to the Employee, to the Employee at his or her most recent address as shown on the books and records of the Company or Subsidiary employing the Employee; and
copies of any notice or other communication given under this Agreement shall also be given to:
CD&R Univar Holdings, L.P.,
c/o Clayton, Dubilier & Rice, LLC
375 Park Avenue
18th Floor
New York, New York 10152
Attention : Theresa Gore
Facsimile: (212) 407-5252
and
CVC Capital Partners
712 Fifth Avenue, 43rd Floor
New York, New York 10019
Attention : Gijs Vuursteen
Facsimile: (212) 265-6375
 
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with copies (each of which shall not by itself constitute notice hereunder) to:
Debevoise & Plimpton LLP
919 Third Avenue
New York, New York 10022
Attention : Paul Bird
Facsimile: (212) 521-7435
and
Sullivan & Cromwell LLP
125 Broad Street
New York, New York 10004
Attention : George Sampas
Facsimile: (212) 291-9131
All such notices and communications shall be deemed to have been received on the date of delivery if delivered personally or on the third business day after the mailing thereof.
(f) Binding Effect; Benefits . This Agreement shall be binding upon and inure to the benefit of the parties to this Agreement and their respective successors and assigns. Nothing in this Agreement, express or implied, is intended or shall be construed to give any person other than the parties to this Agreement or their respective successors or assigns any legal or equitable right, remedy or claim under or in respect of any agreement or any provision contained herein.
(g) Waiver; Amendment .
(i) Waiver . Any party hereto or beneficiary hereof may by written notice to the other parties ( A ) extend the time for the performance of any of the obligations or other actions of the other parties under this Agreement, ( B ) waive compliance with any of the conditions or covenants of the other parties contained in this Agreement and ( C ) waive or modify performance of any of the obligations of the other parties under this Agreement. Except as provided in the preceding sentence, no action taken pursuant to this Agreement, including, without limitation, any investigation by or on behalf of any party or beneficiary, shall be deemed to constitute a waiver by the party or beneficiary taking such action of compliance with any representations, warranties, covenants or agreements contained herein. The waiver by any party hereto or beneficiary hereof of a breach of any provision of this Agreement shall not operate or be construed as a waiver of
 
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any preceding or succeeding breach and no failure by a party or beneficiary to exercise any right or privilege hereunder shall be deemed a waiver of such party’s or beneficiary’s rights or privileges hereunder or shall be deemed a waiver of such party’s or beneficiary’s rights to exercise the same at any subsequent time or times hereunder.
(ii) Amendment . This Agreement may not be amended, modified or supplemented orally, but only by a written instrument executed by the Employee and the Company.
(h) Assignability . Neither this Agreement nor any right, remedy, obligation or liability arising hereunder or by reason hereof shall be assignable by the Company or the Employee without the prior written consent of the other.
(i) Applicable Law; Interpretation . This Agreement shall be governed in all respects, including, but not limited to, as to validity, interpretation and effect, by the internal laws of the State of Delaware, without reference to principles of conflict of law that would require application of the law of another jurisdiction. Notwithstanding the final and binding effect of the Board’s determinations, interpretations or other actions pursuant to Section 2.2 of the Plan, in the event of any proceeding where such determination, interpretation or other actions is at issue, no special deference shall be afforded to such determination as it applies to the Employee and it shall be reviewed de novo.
(j) Section and Other Headings, etc. The section and other headings contained in this Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Agreement.
(k) Counterparts . This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which together shall constitute one and the same instrument.
[signature page follows]
 
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IN WITNESS WHEREOF, the Company and the Employee have executed this Agreement as of the date first above written.

UNIVAR INC.	
		
By:		 	
		Name:	
		Title:	

THE EMPLOYEE:	

		Name: «Name»	
 
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Exhibit A
Subscription Agreement
[attached]
 
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Exhibit 23.2
Consent of Independent Registered Public Accounting Firm
We consent to the reference to our firm under the caption “Experts” and to the use of our report dated February 27, 2015, in Amendment No. 5 to the Registration Statement (Form S-1 No. 333-197085) and related Prospectus of Univar Inc. for the registration of shares of its common stock.
/s/ Ernst & Young LLP
Chicago, Illinois
May 26, 2015