Carl J. Lukach
EVP & Chief Financial Officer
T +1.331.777.6060
F +1.331.777.6293
July 15, 2019
Via EDGAR Submission
Securities and Exchange Commission
Division of Corporate Finance
100 F Street, N.E.
Washington, D.C. 20549
Attention: | Terence O’Brien Tracie Mariner | |||
Re: | Univar Inc. Form10-K for Fiscal Year Ended December 31, 2018 Filed February 21, 2019 Form8-K Filed February 8, 2019 File No. 001-37443 |
Ladies and Gentlemen:
On behalf of Univar Inc. (the “Company”), please find below the Company’s response to the comment letter to Carl J. Lukach from the Staff of the Securities and Exchange Commission (the “Commission”), dated June 19, 2019, regarding the Company’s Fourth Quarter and Year End Earnings Release on Form8-K filed on February 8, 2019 (the “Form8-K”). The Staff’s comment is reproduced below in italics. Capitalized terms used in this letter but not otherwise defined have the meanings assigned to them in the Form8-K.
Form8-K Filed February 8, 2019
Exhibit 99.1, page 1
1. | We note you disclosed 2019 guidance of Adjusted EBITDA and Free Cash Flow in your earnings release. Please expand your disclosure to provide reconciliations to the respective corresponding GAAP amounts in accordance with Item 10(e)(1)(i)(B) of RegulationS-K and Question 102.10 of the Compliance and Disclosure Interpretations. This issue also applies to your first quarter press release included in Exhibit 99.1 and your first quarter 2019 earnings presentation included in Exhibit 99.2 to your Form8-K filed on May 9, 2019. |
Response:The Company acknowledges the Staff’s comment. In future press releases and earnings presentations furnished as exhibits to the Company’s Form8-K, the Company will provide reconciliations of Adjusted EBITDA and Free Cash Flow to the respective corresponding GAAP amounts.
Univar Solutions | 3075 Highland Parkway - #200 | Downers Grove, IL 60515 | USA
The schedule below presents the reconciliations the Company intends to include in future press releases and earnings presentations furnished as exhibits to the Company’s Form8-K:
Quarter ending September 30, 2019 | Year ending December 31, 2019 | |||||||||||||||
Low | High | Low | High | |||||||||||||
Reconciliation of GAAP Net Income (Loss) to Adjusted EBITDA Guidance | ||||||||||||||||
Net Income (Loss) | $ | XXX | $ | XXX | $ | XXX | $ | XXX | ||||||||
Other operating expenses, net | XXX | XXX | XXX | XXX | ||||||||||||
Depreciation | XXX | XXX | XXX | XXX | ||||||||||||
Amortization | XXX | XXX | XXX | XXX | ||||||||||||
Interest expense, net | XXX | XXX | XXX | XXX | ||||||||||||
Loss on extinguishment of debt | XXX | XXX | XXX | XXX | ||||||||||||
Other expense, net | XXX | XXX | XXX | XXX | ||||||||||||
Income tax expense (benefit) | XXX | XXX | XXX | XXX | ||||||||||||
Earnings from discontinued operations (net of tax) | XXX | XXX | XXX | XXX | ||||||||||||
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Adjusted EBITDA | $ | XXX | $ | XXX | $ | XXX | $ | XXX | ||||||||
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Year Ending December 31, 2019 | ||||||||||||||||
Low | High | |||||||||||||||
Reconciliation of GAAP Cash Flow from Operations to Free Cash Flow Guidance | �� | |||||||||||||||
Cash Flow From Operations |
| $ | XXX | $ | XXX | |||||||||||
Capital expenditures |
| XXX | XXX | |||||||||||||
Transaction fees |
| XXX | XXX | |||||||||||||
One-time integration costs |
| XXX | XXX | |||||||||||||
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Free Cash Flow |
| $ | XXX | $ | XXX | |||||||||||
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I hope that the foregoing has been responsive to the Staff’s comment. If you have any questions or require additional information regarding this response, please direct them to me at (331)777-6060.
Sincerely, |
/s/ Carl J. Lukach |
Carl J. Lukach |
Executive Vice President and Chief Financial Officer |
Univar Inc. |
cc: | Jeffrey W. Carr, Senior Vice President, General Counsel and Secretary, Univar Inc. |
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