Commitments and contingencies | 13. Commitments and contingencies Litigation In the ordinary course of business, the Company is subject to pending or threatened claims, lawsuits, regulatory matters, and administrative proceedings from time to time. Where appropriate the Company has recorded provisions in the consolidated financial statements for these matters. The liabilities for injuries to persons or property are in some instances covered by liability insurance, subject to various deductibles and self-insured retentions. Other than as disclosed, the Company is not aware of any claims, lawsuits, regulatory matters, or administrative proceedings, pending or threatened, that are likely to have a material effect on its overall financial position, results of operations, or cash flows. However, the Company cannot predict the outcome of any present or future claims or litigation or the potential for future claims or litigation and adverse developments could negatively impact earnings or cash flows in a particular future period. Asbestos Claims The Company is subject to liabilities from claims alleging personal injury from exposure to asbestos. The claims result primarily from an indemnification obligation related to Univar Solutions USA Inc.’s (“Univar”) 1986 purchase of McKesson Chemical Company from McKesson Corporation (“McKesson”). Univar is pursuing insurance coverage for certain matters under McKesson's historical insurance coverage to partially offset the impact of any fees, settlements, or judgments that Univar is obligated to pay because of its obligation to McKesson. As of June 30, 2023, there were approximately 260 asbestos-related cases for which Univar has the obligation to defend and indemnify; however, this number tends to fluctuate up and down over time. Historically, the vast majority of these asbestos cases have been dismissed without payment or with a nominal payment. While the Company is unable to predict the outcome of these matters, it does not believe, based upon currently available facts, that the ultimate resolution of any of these matters will have a material effect on its overall financial position, results of operations, or cash flows. Canada Revenue Agency In October 2022, the Company received notice from the Canada Revenue Agency ("CRA") proposing that certain historical financing transactions between one of the Company's Canadian subsidiaries (Univar Canada Ltd.) and one of the Company's US subsidiaries (Univar Holdco Canada LLC) should be recharacterized as equity and not debt for the 2015 and 2016 tax years. The CRA has proposed that certain deductions claimed by the Canadian entity should be denied, resulting in additional tax due, as well as interest and penalties on the unpaid tax. The proposed assessment against the Company, inclusive of interest and penalties of Canadian Dollar ("C$") 20.0 million, totals C$49.2 million. It is possible that the CRA might take a similar position in relation to two additional tax years (2017 and 2018), but the Company has not received a proposal in relation to those years. The transactions that are being challenged by the CRA for 2015 and 2016 do not apply in periods after 2018. The Company believes that the tax position previously taken was proper and it will defend itself as appropriate. The Company has not recorded any liabilities in its consolidated financial statements for this matter, as it believes it is more likely than not that the Company's position will be sustained. Stockholder Litigation In connection with the Merger Agreement, complaints were filed as individual actions in federal court, captioned O’Dell v. Univar Solutions Inc., et al. , No. 1:23-cv-03314 (S.D.N.Y., April 20, 2023); Wang v. Univar Solutions Inc., et al. , No. 1:23-cv-03370 (S.D.N.Y., April 21, 2023); Carlisle v. Univar Solutions Inc., et al., No. 1:23-cv-04131 (S.D.N.Y., May 18, 2023); and Jones v. Univar Solutions Inc., et al., No. 1:23-cv-00545-UNA (D. Del., May 18, 2023) (the "Federal Complaints"). In addition, one complaint was filed in Illinois state court in connection with the Merger Agreement, captioned Paul Berger Revocable Trust v. Braca, et al., No. 2023CH000094 (DuPage County Circuit Court, Chancery Division, Illinois, May 4, 2023) (the "State Complaint"). Finally, on April 25, 2023, May 1, 2023, May 2, 2023, May 19, 2023, May 22, 2023, May 23, 2023, May 25, 2023, and May 26, 2023, purported stockholders of the Company sent demand letters in connection with the Merger Agreement (the "Demands," and together with the Federal Complaints and the State Complaint, the "Shareholder Actions"). The Federal Complaints and Demands generally alleged that the preliminary proxy statement filed by the Company on April 13, 2023 in connection with the Merger Agreement (the “Preliminary Proxy Statement”), or the definitive proxy statement filed by the Company on May 2, 2023 (the "Definitive Proxy Statement"), misrepresent and/or omit certain purportedly material information, and assert violations of Section 14(a) and 20(a) of the Exchange Act and Rule 14a-9 promulgated thereunder by the Company and the members of its Board of Directors. The State Complaint generally alleged, in connection with the Preliminary Proxy Statement and/or the Definitive Proxy Statement, violations of the Illinois Securities Act of 1953 (815 ILCS 5/12), fraudulent misrepresentation and concealment under Illinois law, and negligent misrepresentation and concealment under Illinois law. The Shareholder Actions sought, among other things: to enjoin the consummation of the transactions contemplated by the Merger Agreement unless and until the purportedly material information omitted from the Preliminary Proxy Statement or Definitive Proxy Statement is disclosed; rescission or rescissory damages in the event the transactions contemplated by the Merger Agreement are consummated; a declaration of violation and/or wrongdoing; direction for an accounting to the plaintiffs for all damages suffered as a result of the purported wrongdoing; an award of costs and disbursements of the actions, including reasonable attorneys’ and expert fees and expenses; and any other relief the court may deem just and proper. As of June 16, 2023, all of the Federal Complaints and the State Complaint have been dismissed. Environmental The Company is subject to various federal, state, and local environmental laws and regulations that require environmental assessment or remediation efforts (collectively “environmental remediation work”) and from time to time the Company becomes aware of compliance matters regarding possible or alleged violations of these laws or regulations. For example, over the years, the Company has been identified as a “potentially responsible party” (“PRP”) under the Comprehensive Environmental Response, Compensation, and Liability Act and/or similar state laws that impose liability for costs relating to environmental remediation work at various sites. As a PRP, the Company may be required to pay a share of the costs of investigation and cleanup of certain sites. The Company is currently engaged in environmental remediation work at approximately 127 locations, some that are now or were previously Company-owned/occupied and some that were never Company-owned/occupied (“non-owned sites”). The Company’s environmental remediation work at some sites is being conducted pursuant to governmental proceedings or investigations. At other sites, the Company, with appropriate state or federal agency oversight and approval, is conducting the environmental remediation work voluntarily. The Company is currently undergoing remediation efforts or is in the process of active review of the need for potential remediation efforts at approximately 107 current or formerly Company-owned/occupied sites. In addition, the Company may be liable as a PRP for a share of the clean-up of approximately 20 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 liabilities, the Company considers several factors such as information obtained from investigatory studies; the scope of remediation (including any changes over time); the interpretation, application, and enforcement of laws and regulations; changes in the costs of remediation programs; the development of alternative cleanup technologies and methods; and the relative level of the Company’s involvement at various sites for which the Company is allegedly associated. The level of annual expenditures for remedial, monitoring, and investigatory activities will change in the future as major components of planned remediation activities are completed and the scope, timing, and costs of existing activities are changed. Project lives, and therefore cash flows, may range from 2 to 30 years, depending on the specific site and type of remediation project. Although the Company believes that its accruals are adequate for environmental contingencies, it is possible, due to the uncertainties noted above, that additional accruals could be required in the future that could have a material effect on the overall financial position, results of operations, or cash flows in a particular period. Changes in total environmental liabilities, which were measured on an undiscounted basis, were as follows: (in millions) Environmental liabilities as of December 31, 2022 $ 90.9 Revised obligation estimates 7.1 Payments (12.7) Environmental liabilities as of June 30, 2023 $ 85.3 (in millions) Balance Sheet Classification June 30, 2023 December 31, 2022 Current environmental liabilities Other accrued expenses $ 27.5 $ 36.5 Long-term environmental liabilities Other long-term liabilities 57.8 54.4 As of June 30, 2023, receivables for insurance recoveries of $6.4 million and $7.0 million were recorded within prepaid expenses and other current assets and other assets, respectively, in the condensed consolidated balance sheets. As of December 31, 2022, receivables for insurance recoveries of $6.7 million and $9.3 million were recorded within prepaid expenses and other current assets and other assets, respectively, in the condensed consolidated balance sheets. No insurance recoveries were recorded in the condensed consolidated statements of operations for the three and six months ended June 30, 2023. Insurance recoveries of $9.2 million were recorded within warehousing, selling, and administrative expenses in the condensed consolidated statements of operations for the three and six months ended June 30, 2022. |