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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the fiscal year ended
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OR
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Commission File Number
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(State of Incorporation)
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(I.R.S. Employer Identification No.)
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol
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Name of each exchange on which registered
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☒
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Accelerated filer
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☐
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Non-accelerated filer
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☐
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Smaller reporting company
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Emerging growth company
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PART I
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PART II
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PART III
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PART IV
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•
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Leverage Global Presence and Construction Product Capabilities to Generate Sales Growth —
We utilize our worldwide sales and marketing organization, technical service and product support
,
research and development capabilities, and our manufacturing and sourcing operations to increase our geographic and customer penetration worldwide. We make targeted investments to expand our capabilities in product and market segments, technology and data analytics, and geographies where trends and economic cycles present the best opportunities.
|
|
•
|
Strengthen and Enhance Our Segment Positions with Product Innovation —
We seek to strengthen our position as an industry innovator by investing in research and development activities focused on commercializing differentiated products and solutions as well as creating new product categories. We introduce and support new construction material, chemistry, sensor and data analytic technologies and categories at our centralized research and development center in Cambridge, Massachusetts and at our regional global applications labs. Examples of our category creation and technology development successes include our multi-patented VERIFI
®
in-transit concrete management system, which provides in-transit data monitoring and management relative to concrete quality and truck delivery status, our PREPRUFE
®
fully
-
bonded pre-applied waterproofing technology, and our ICE & WATER SHIELD
®
self-adhesive underlayment for sloped roofs.
|
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•
|
Maintain Strong Customer Focus —
A key aspect of our strategy is to deliver product and technology solutions to our customers that help improve the performance and longevity of their products or the structures they build, as well as the productivity of their manufacturing operations or product application processes. We believe that maintaining a close partnership with our customers, which includes providing on-site technical support, allows us to effectively focus our innovation efforts and respond to their changing demands at a global, regional and local level. Our goal is to demonstrate the value we provide, which includes outstanding product performance and technical service, as well as savings through reduced application cost and improved life-cycle performance.
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•
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Grow through Strategic Acquisitions —
Consistent with our business strategies, we may seek strategic acquisitions, partnerships and alliances to accelerate our customer and geographic penetration, extend our product portfolio, advance our technological capabilities, and bolster our manufacturing capacity and capability. We have completed six acquisitions since our separation from Grace, adding product, technology and selling capabilities with each transaction.
|
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•
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Increase Productivity by Optimizing Global Operations and Supply Chain —
Our productivity strategies and processes focus on our global operations, including our logistics and supply chains, as well as our general and administrative functions. We have developed procurement and product formulation expertise to manage our product costs and production efficiencies. Product formulations are optimized at our regional development labs. These formulations are designed to meet specific customer needs while also considering the costs of different raw material inputs. Our global supply chain organization balances local raw material supply with global contracts that maximize our buying power while ensuring our supply requirements. Our global manufacturing network also maximizes production and delivery efficiencies.
|
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•
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Drive Cash Flow Conversion and Adjusted EBIT Return on Invested Capital to Deliver Long-Term Value to Our Shareholders —
We believe our strategies will allow us to accelerate our cash flow conversion to invest in product development, research and development activities, strategic acquisitions, technical service and sales organizations, manufacturing operations, and to return excess capital to shareholders over time.
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Year Ended December 31,
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2019
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2018
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2017
|
|||||||||||||||
|
(In millions)
|
Sales
|
|
% of GCP Revenue
|
|
Sales
|
|
% of GCP Revenue
|
|
Sales
|
|
% of GCP Revenue
|
|||||||||
|
Concrete
|
$
|
434.8
|
|
|
42.9
|
%
|
|
$
|
478.9
|
|
|
42.6
|
%
|
|
$
|
455.6
|
|
|
42.0
|
%
|
|
Cement
|
144.3
|
|
|
14.2
|
%
|
|
164.6
|
|
|
14.6
|
%
|
|
160.1
|
|
|
14.8
|
%
|
|||
|
Total SCC Revenue
|
$
|
579.1
|
|
|
57.1
|
%
|
|
$
|
643.5
|
|
|
57.2
|
%
|
|
$
|
615.7
|
|
|
56.8
|
%
|
|
|
Year Ended December 31,
|
|||||||||||||||||||
|
|
2019
|
|
2018
|
|
2017
|
|||||||||||||||
|
(In millions)
|
Sales
|
|
% of SCC Revenue
|
|
Sales
|
|
% of SCC Revenue
|
|
Sales
|
|
% of SCC Revenue
|
|||||||||
|
North America
|
$
|
278.0
|
|
|
48.0
|
%
|
|
$
|
286.7
|
|
|
44.6
|
%
|
|
$
|
256.4
|
|
|
41.6
|
%
|
|
Europe Middle East Africa (EMEA)
|
91.0
|
|
|
15.7
|
%
|
|
131.4
|
|
|
20.4
|
%
|
|
133.3
|
|
|
21.7
|
%
|
|||
|
Asia Pacific
|
152.5
|
|
|
26.3
|
%
|
|
165.9
|
|
|
25.8
|
%
|
|
160.9
|
|
|
26.1
|
%
|
|||
|
Latin America
|
57.6
|
|
|
10.0
|
%
|
|
59.5
|
|
|
9.2
|
%
|
|
65.1
|
|
|
10.6
|
%
|
|||
|
Total SCC Revenue
|
$
|
579.1
|
|
|
100.0
|
%
|
|
$
|
643.5
|
|
|
100.0
|
%
|
|
$
|
615.7
|
|
|
100.0
|
%
|
|
Products
|
|
Uses
|
|
Customers
|
|
Key Brands
|
|
Concrete admixtures
|
|
Chemicals and polymeric fibers used to reduce the production and in-place costs of concrete, increase the performance of concrete and improve the life cycle cost of structures
|
|
Ready-mix and precast concrete producers, engineers and specifiers
|
|
CONCERA
®
, CLARENA
®
, ADVA
®
, CLARENA
®
RC40, STRUX
®
, MIRA
®
, TYTRO
®
, POLARSET
®
, ECLIPSE
®
, DARACEM
®
, DARASET
®
, DCI
®
, RECOVER
®
, WRDA
®
, ZYLA
®
|
|
Admixtures for decorative concrete
|
|
Products for architectural concrete include surface retarders, coatings, pigments and release agents used by concrete producers and contractors to enhance the surface appearance and aesthetics of concrete
|
|
Precast concrete producers and architects
|
|
PIERI
®
|
|
Concrete production management and control systems
|
|
Proprietary sensors, algorithms and control systems which monitor and adjust the flow properties while in transit to construction sites, providing concrete producers quality control and operational efficiencies
|
|
Ready-mix concrete manufacturers, engineers, specifiers and contractors
|
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VERIFI
®
|
|
Engineered concrete slab systems
|
|
Proprietary systems designed to reduce the placement and life cycle cost of concrete slabs
|
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Contractors, engineers and specifiers; developers and owners of industrial warehouses and manufacturing facilities
|
|
DUCTILCRETE®
|
|
Cement additives
|
|
Formulated chemicals added to the milling stage of the cement manufacturing process to improve plant energy efficiency, enhance the performance of the finished cement, help our customers meet environmental regulations and reduce their CO
2
footprint
|
|
Cement manufacturers
|
|
OPTEVA
®
HE, TAVERO
®
VM, CBA
®
, SYNCHRO
®
, HEA2
®
, TDA
®
, ESE
®
|
|
|
Year Ended December 31,
|
|||||||||||||||||||
|
|
2019
|
|
2018
|
|
2017
|
|||||||||||||||
|
(In millions)
|
Sales
|
|
% of GCP Revenue
|
|
Sales
|
|
% of GCP Revenue
|
|
Sales
|
|
% of GCP Revenue
|
|||||||||
|
Building Envelope
|
$
|
246.3
|
|
|
24.3
|
%
|
|
$
|
284.4
|
|
|
25.3
|
%
|
|
$
|
263.3
|
|
|
24.3
|
%
|
|
Residential Building Products
|
81.2
|
|
|
8.0
|
%
|
|
80.9
|
|
|
7.2
|
%
|
|
80.3
|
|
|
7.4
|
%
|
|||
|
Specialty Construction Products
|
106.9
|
|
|
10.5
|
%
|
|
116.6
|
|
|
10.3
|
%
|
|
125.1
|
|
|
11.5
|
%
|
|||
|
Total SBM Revenue
|
$
|
434.4
|
|
|
42.8
|
%
|
|
$
|
481.9
|
|
|
42.8
|
%
|
|
$
|
468.7
|
|
|
43.2
|
%
|
|
|
Year Ended December 31,
|
|||||||||||||||||||
|
|
2019
|
|
2018
|
|
2017
|
|||||||||||||||
|
(In millions)
|
Sales
|
|
% of SBM Revenue
|
|
Sales
|
|
% of SBM Revenue
|
|
Sales
|
|
% of SBM Revenue
|
|||||||||
|
North America
|
$
|
259.4
|
|
|
59.7
|
%
|
|
$
|
284.3
|
|
|
59.0
|
%
|
|
$
|
283.8
|
|
|
60.6
|
%
|
|
Europe Middle East Africa (EMEA)
|
102.5
|
|
|
23.6
|
%
|
|
109.3
|
|
|
22.7
|
%
|
|
111.3
|
|
|
23.7
|
%
|
|||
|
Asia Pacific
|
70.0
|
|
|
16.1
|
%
|
|
79.7
|
|
|
16.5
|
%
|
|
68.3
|
|
|
14.6
|
%
|
|||
|
Latin America
|
2.5
|
|
|
0.6
|
%
|
|
8.6
|
|
|
1.8
|
%
|
|
5.3
|
|
|
1.1
|
%
|
|||
|
Total SBM Revenue
|
$
|
434.4
|
|
|
100.0
|
%
|
|
$
|
481.9
|
|
|
100.0
|
%
|
|
$
|
468.7
|
|
|
100.0
|
%
|
|
Products
|
|
Uses
|
|
Customers
|
|
Key Brands
|
|
Building envelope products
|
|
Structural barrier systems to prevent above and below ground water, vapor and air infiltration of the building envelope of commercial structures, including self-adhered sheet and liquid membranes, joint sealing materials, drainage composites and waterstops.
|
|
Architects, consultants and structural engineers; specialty waterproofing, masons, dry wall contractors and general contractors; specialty distributors
|
|
PREPRUFE
®
, BITUTHENE
®
,
ADPRUFE
®
, HYDRODUCT
®
, ADCOR
®
, SILCOR
®
, PERM-A-BARRIER
®
,
ELIMINATOR
®
, INTEGRITANK
®
|
|
Residential building products
|
|
Specialty roofing membranes and flexible flashings for windows, doors, decks and detail areas, including fully adhered roofing underlayments, synthetic underlayments and self-adhered flashing
|
|
Roofing contractors, home builders and remodelers; building material distributors, lumberyards and home centers; architects and specifiers
|
|
ICE & WATER SHIELD®, TRI-FLEX®, VYCOR®
|
|
Fire protection materials
|
|
Fire protection products spray-applied to the structural steel frame, encasing and insulating the steel and protecting the building in the event of fire and enhancing the heat resistance during a fire
|
|
Local contractors and specialty subcontractors and applicators; building materials distributors; industrial manufacturers; architects and structural engineers
|
|
MONOKOTE
®
|
|
Chemical grouts
|
|
Products for repair and remediation in waterproofing applications and soil stabilization
|
|
Contractors; specialty distributors; municipalities; and other owners of large infrastructure facilities
|
|
DE NEEF
®
, HYDRO ACTIVE
®
, SWELLSEAL
®
, DE NEEF
®
PURe™
|
|
Cementitious grouts and mortars
|
|
Cementitious grouts and mortars used for under filling and gap filling
|
|
Specialty contractors engaged in the repair of concrete, installation of new precast concrete elements and infrastructure repair
|
|
BETEC
®
|
|
Specialty flooring products
|
|
Flooring moisture barriers and installation products
|
|
Distributors; contractors; home centers; flooring manufacturers; and large commercial end users
|
|
KOVARA
®
,
ORCON
®
|
|
•
|
delay in overall project timing, which may be due to a wide variety of economic, political, project-specific, weather-related, or other factors;
|
|
•
|
customer decisions to switch to a competitor, which may be driven by product quality, performance, pricing or service;
|
|
•
|
a decision by a customer to self-manufacture, thereby replacing our products;
|
|
•
|
merger or acquisition activities by or involving our customer;
|
|
•
|
significant downturn in the overall construction demand.
|
|
•
|
the diversion of management's attention from our existing businesses to integrate the operations and personnel of the acquired or combined business or joint venture;
|
|
•
|
possible adverse effects on our operating results during the integration process;
|
|
•
|
failure of the acquired business to achieve expected operational objectives; and
|
|
•
|
our possible inability to achieve the intended objectives of the transaction.
|
|
•
|
long-term supply contracts;
|
|
•
|
customer contracts that permit adjustments for changes in prices of commodity-based materials and energy; and
|
|
•
|
forward buying programs that layer in our expected requirements systematically over time;
|
|
•
|
commercial agreements may be more difficult to enforce and receivables more difficult to collect;
|
|
•
|
intellectual property rights may be more difficult to enforce;
|
|
•
|
we may experience increased shipping costs, disruptions in shipping or reduced availability of freight transportation;
|
|
•
|
we may have difficulty transferring our profits or capital from foreign operations to other countries where such funds could be more profitably deployed;
|
|
•
|
we may experience unexpected adverse changes in export duties, quotas and tariffs and difficulties in obtaining export licenses;
|
|
•
|
some foreign countries have adopted, and others may impose, additional withholding taxes or other restrictions on foreign trade or investment, including currency exchange and capital controls;
|
|
•
|
foreign governments may nationalize private enterprises;
|
|
•
|
our business and profitability in a particular country could be affected by differing legal systems and customs and by political or economic repercussions on a domestic, country specific or global level from terrorist activities and the response to such activities.
|
|
•
|
require us to dedicate a substantial portion of our cash flow to debt payments, thereby reducing funds available for working capital, capital expenditures, acquisitions, research and development, distributions to holders of company common stock and other purposes;
|
|
•
|
restrict us from making strategic acquisitions or taking advantage of favorable business opportunities;
|
|
•
|
limit our flexibility in planning for or reacting to, changes in our business and the industries in which we operate;
|
|
•
|
increase our vulnerability to adverse economic, credit and industry conditions, including recessions;
|
|
•
|
make it more difficult for us to satisfy our debt service and other obligations;
|
|
•
|
place us at a competitive disadvantage compared to our competitors that have relatively less debt; and
|
|
•
|
limit our ability to borrow additional funds or to dispose of assets to raise funds, if needed, for working capital, capital expenditures, acquisitions, research and development and other purposes.
|
|
•
|
reduce or delay planned capital expenditures, research and development spending or acquisitions;
|
|
•
|
obtain additional financing or restructure or refinance all or a portion of our debt on or before maturity;
|
|
•
|
sell assets or businesses; and
|
|
•
|
sell additional equity.
|
|
•
|
incur certain liens;
|
|
•
|
enter into sale and leaseback transactions; and
|
|
•
|
consolidate, merge or sell all or substantially all of our assets or the assets of our guarantors.
|
|
•
|
the requirement to exclude from our quarterly worldwide effective income tax calculations losses in jurisdictions in which no tax benefit can be recognized;
|
|
•
|
actual and projected full-year pretax income;
|
|
•
|
changes in tax laws in various taxing jurisdictions;
|
|
•
|
audits by taxing authorities;
|
|
•
|
the establishment of valuation allowances against deferred tax assets if it is determined that it is more likely than not that future tax benefits will not be realized.
|
|
•
|
fluctuations in our quarterly or annual earnings results or those of other companies in our industry;
|
|
•
|
failures of our operating results to meet the estimates of security analysts or the expectations of shareholders or changes by security analysts in their estimates of our future earnings;
|
|
•
|
announcements made by us or our customers, suppliers or competitors;
|
|
•
|
changes in laws or regulations which adversely affect us or our industry;
|
|
•
|
changes in accounting standards, policies, guidance, interpretations or principles;
|
|
•
|
general economic, industry and stock market conditions;
|
|
•
|
future sales of company common stock by shareholders;
|
|
•
|
future issuances of our stock by us;
|
|
•
|
stockholder activism, which may disrupt operations, divert management and employee attention, cause uncertainty that could adversely affect our relationships with customers, suppliers and employees, and require us to incur significant fees and expenses; and
|
|
•
|
the other factors described in these “Risk Factors” and other parts of this Annual Report on this Form 10-K.
|
|
•
|
authorization of a large number of shares of common or preferred stock that are not yet issued, which may permit our Board of Directors to issue shares to persons friendly to current management, thereby protecting the continuity of the Company's management, or which could be used to dilute the stock ownership of persons seeking to obtain control of the Company;
|
|
•
|
prohibition on shareholders calling special meetings and taking action by written consent; and
|
|
•
|
advance notice requirements for nominations of candidates for election to the Company's Board of Directors and for proposing matters to be acted on by shareholders at the annual shareholder meetings; and
|
|
|
Total Number of Facilities—Occupied
|
||||||||
|
|
North America
|
|
Europe Middle East Africa (EMEA)
|
|
Asia Pacific
|
|
Latin America
|
|
Total
|
|
Specialty Construction Chemicals
|
9
|
|
6
|
|
13
|
|
7
|
|
35
|
|
Specialty Building Materials
|
5
|
|
3
|
|
2
|
|
—
|
|
10
|
|
Shared Facilities
|
3
|
|
1
|
|
4
|
|
1
|
|
9
|
|
|
17
|
|
10
|
|
19
|
|
8
|
|
54
|
|
|
Number of Facilities—Leased
|
||||||||
|
|
North America
|
|
Europe Middle East Africa (EMEA)
|
|
Asia Pacific
|
|
Latin America
|
|
Total
|
|
Specialty Construction Chemicals
|
3
|
|
2
|
|
10
|
|
4
|
|
19
|
|
Specialty Building Materials
|
1
|
|
3
|
|
1
|
|
—
|
|
5
|
|
Shared Facilities
|
—
|
|
1
|
|
4
|
|
1
|
|
6
|
|
|
4
|
|
6
|
|
15
|
|
5
|
|
30
|
|
|
Number of Facilities—Owned
|
||||||||
|
|
North America
|
|
Europe Middle East Africa (EMEA)
|
|
Asia Pacific
|
|
Latin America
|
|
Total
|
|
Specialty Construction Chemicals
|
6
|
|
4
|
|
3
|
|
3
|
|
16
|
|
Specialty Building Materials
|
4
|
|
—
|
|
1
|
|
—
|
|
5
|
|
Shared Facilities
|
3
|
|
—
|
|
—
|
|
—
|
|
3
|
|
|
13
|
|
4
|
|
4
|
|
3
|
|
24
|
|
Name
|
|
Age
|
|
Position
|
|
R. S. Dearth
|
|
56
|
|
President and Chief Executive Officer
|
|
C. A. Merrill
|
|
56
|
|
Vice President and Interim Chief Financial Officer
|
|
J. E. Thompson
|
|
59
|
|
Vice President, General Counsel and Secretary
|
|
K. R. Holland
|
|
58
|
|
Vice President and Chief Human Resources Officer
|
|
N. B. Srinivasan
|
|
47
|
|
Executive Vice President, Global Head of Specialty Building Materials
|
|
B. Van Lent
|
|
57
|
|
Executive Vice President, Global Head of Specialty Construction Chemicals
|
|
|
02/04/16
|
|
12/31/16
|
|
12/31/17
|
|
12/31/18
|
|
12/31/19
|
||||||||||
|
GCP Applied Technologies Inc.
|
$
|
100
|
|
|
$
|
158
|
|
|
$
|
189
|
|
|
$
|
145
|
|
|
$
|
134
|
|
|
S&P 1500 Specialty Chemicals Index
|
100
|
|
|
118
|
|
|
147
|
|
|
138
|
|
|
163
|
|
|||||
|
S&P 1000 Index
|
100
|
|
|
131
|
|
|
152
|
|
|
136
|
|
|
170
|
|
|||||
|
|
|
Year Ended December 31,
|
||||||||||||||||||
|
(In millions, except per share amounts)
|
|
2019
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Net sales
|
|
$
|
1,013.5
|
|
|
$
|
1,125.4
|
|
|
$
|
1,084.4
|
|
|
$
|
1,046.5
|
|
|
$
|
1,092.4
|
|
|
Income (loss) from continuing operations
(1)
|
|
41.0
|
|
|
(15.8
|
)
|
|
(110.4
|
)
|
|
28.6
|
|
|
0.6
|
|
|||||
|
Income from discontinued operations, net of income taxes
(2)
|
|
5.7
|
|
|
31.3
|
|
|
664.3
|
|
|
45.2
|
|
|
40.1
|
|
|||||
|
Net income
(1)(2)
|
|
46.7
|
|
|
15.5
|
|
|
553.9
|
|
|
73.8
|
|
|
40.7
|
|
|||||
|
Net income attributable to noncontrolling interests
|
|
(0.4
|
)
|
|
(0.3
|
)
|
|
(0.5
|
)
|
|
(1.0
|
)
|
|
(0.6
|
)
|
|||||
|
Net income attributable to GCP shareholders
(1)(2)
|
|
46.3
|
|
|
15.2
|
|
|
553.4
|
|
|
72.8
|
|
|
40.1
|
|
|||||
|
Income (loss) from continuing operations attributable to GCP shareholders
(1)
|
|
40.6
|
|
|
(16.1
|
)
|
|
(110.9
|
)
|
|
27.6
|
|
|
—
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Basic earnings (loss) per share
(3)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Income (loss) from continuing operations attributable to GCP shareholders
|
|
$
|
0.56
|
|
|
$
|
(0.22
|
)
|
|
$
|
(1.55
|
)
|
|
$
|
0.39
|
|
|
$
|
—
|
|
|
Income from discontinued operations, net of income taxes
|
|
$
|
0.08
|
|
|
$
|
0.43
|
|
|
$
|
9.29
|
|
|
$
|
0.64
|
|
|
$
|
0.57
|
|
|
Net income attributable to GCP shareholders
(4)
|
|
$
|
0.64
|
|
|
$
|
0.21
|
|
|
$
|
7.74
|
|
|
$
|
1.03
|
|
|
$
|
0.57
|
|
|
Weighted average number of basic shares
|
|
72.6
|
|
|
72.1
|
|
|
71.5
|
|
|
70.8
|
|
|
70.5
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Diluted earnings (loss) per share
(3)(5)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Income (loss) from continuing operations attributable to GCP shareholders
|
|
$
|
0.56
|
|
|
$
|
(0.22
|
)
|
|
$
|
(1.55
|
)
|
|
$
|
0.38
|
|
|
$
|
—
|
|
|
Income from discontinued operations, net of income taxes
|
|
$
|
0.08
|
|
|
$
|
0.43
|
|
|
$
|
9.29
|
|
|
$
|
0.63
|
|
|
$
|
0.57
|
|
|
Net income attributable to GCP shareholders
(4)
|
|
$
|
0.64
|
|
|
$
|
0.21
|
|
|
$
|
7.74
|
|
|
$
|
1.02
|
|
|
$
|
0.57
|
|
|
Weighted average number of diluted shares
|
|
72.9
|
|
|
72.1
|
|
|
71.5
|
|
|
71.7
|
|
|
70.5
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Financial Position
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Total assets
|
|
$
|
1,302.1
|
|
|
$
|
1,281.9
|
|
|
$
|
1,703.0
|
|
|
$
|
1,089.8
|
|
|
$
|
833.1
|
|
|
Long-term debt
|
|
346.5
|
|
|
346.1
|
|
|
520.3
|
|
|
783.0
|
|
|
—
|
|
|||||
|
(1)
|
GCP recognized a loss on debt refinancing of
$59.8 million
during the year ended December 31, 2018 and incurred an $81.7 million charge associated with the 2017 Tax Act during the year ended December 31, 2017.
|
|
(2)
|
GCP recognized a net gain on the sale of Darex of approximately
$678.9 million
during the year ended December 31, 2017.
|
|
(3)
|
GCP's earnings per share amounts for 2015 were calculated using the shares that were distributed to Grace shareholders immediately following the Separation. For periods prior to February 3, 2016, it is assumed that there are no dilutive equity instruments as there were no GCP equity awards outstanding prior to the legal separation from Grace.
|
|
(4)
|
Amounts may not sum due to rounding.
|
|
(5)
|
Dilutive effect only applicable to periods where there is net income from continuing operations.
|
|
•
|
Results of Operations
: This section provides an analysis of our financial results compared to the prior year.
|
|
•
|
Financial Condition, Liquidity and Capital Resources
: This section provides an analysis of our liquidity and changes in cash flows, as well as a discussion of available borrowings and contractual commitments.
|
|
•
|
Critical Accounting Policies and Estimates
. This section discusses accounting policies and estimates that require us to exercise significant judgments in their application. We believe these accounting policies and estimates are important to understanding the assumptions and judgments incorporated in our reported financial results.
|
|
•
|
Specialty Construction Chemicals.
Our Specialty Construction Chemicals ("SCC") operating segment provides products, services and technologies, such as in-transit monitoring and management systems, which reduce the cost and improve the performance and quality of cement, concrete, mortar, masonry, and other cementitious-based construction materials.
|
|
•
|
Net sales
decrease
d
9.9%
to
$1,013.5 million
.
|
|
•
|
Net income from continuing operations attributable to GCP shareholders was
$40.6 million
, or
$0.56
per diluted share, compared to a net loss of
$16.1 million
, or
$0.22
per diluted share, for the prior year. The change was primarily due to a loss on debt refinancing recognized during the prior-year and lower income taxes, partially offset by lower gross profit and a loss from pension mark-to-market adjustments compared to a gain during the prior-year.
|
|
•
|
Adjusted EPS was
$0.81
per diluted share compared to
$0.91
in the prior year.
|
|
•
|
Adjusted EBIT
decrease
d
14.4%
to
$101.8 million
.
|
|
•
|
Adjusted EBITDA
decrease
d
9.9%
to
$145.0 million
.
|
|
•
|
Adjusted EBIT (a non-GAAP financial measure)-
is defined as net income (loss) from continuing operations attributable to GCP shareholders adjusted for: (i) gains and losses on sales of businesses, product lines and certain other investments; (ii) currency and other financial losses in Venezuela; (iii) costs related to legacy product, environmental and other claims; (iv) restructuring and repositioning expenses, and asset impairments; (v) defined benefit plan costs other than service and interest costs, expected returns on plan assets and amortization of prior service costs/credits; (vi) third-party and other acquisition-related costs; (vii) other financing costs associated with the modification or extinguishment of debt; (viii) amortization of acquired inventory fair value adjustments; (ix) tax indemnification adjustments; (x) interest income, interest expense and related financing costs; (xi) income taxes; (xii) shareholder activism and other related costs; and (xiii) certain other items that are not representative of underlying trends. Adjusted EBIT Margin is defined as Adjusted EBIT divided by net sales. We use Adjusted EBIT to assess and measure our operating performance and determine performance-based employee compensation. We use Adjusted EBIT as a performance measure because it provides improved year-over-year comparability for decision-making and compensation purposes and allows management to measure the ongoing earnings results of our strategic and operating decisions.
|
|
•
|
Adjusted EBITDA (a non-GAAP financial measure)
- is defined as Adjusted EBIT adjusted for depreciation and amortization. Adjusted EBITDA Margin is defined as Adjusted EBITDA divided by net sales. We use Adjusted EBITDA as a performance measure in making significant business decisions.
|
|
•
|
Adjusted Earnings Per Share (a non-GAAP financial measure)-
is defined as earnings per share ("EPS") from continuing operations on a diluted basis adjusted for: (i) gains and losses on sales of businesses, product lines and certain other investments; (ii) currency and other financial losses in Venezuela; (iii) costs related to legacy product, environmental and other claims; (iv) restructuring and repositioning expenses and asset impairments; (v) defined benefit plan costs other than service and interest costs, expected returns on plan assets and amortization of prior service costs/credits; (vi) third-party and other acquisition-related costs; (vii) other financing costs associated with the modification or extinguishment of debt; (viii) amortization of acquired inventory fair value adjustments; (ix) tax indemnification adjustments; (x) shareholder activism and other related costs; (xi) certain discrete tax items; and (xii) certain other items that are not representative of underlying trends. We use Adjusted EPS as a performance measure to review our diluted earnings per share results on a consistent basis and in determining certain performance-based employee compensation.
|
|
•
|
Adjusted Gross Profit (a non-GAAP financial measure)
- is defined as gross profit adjusted for: (i) corporate and pension-related costs included in cost of goods sold; (ii) loss in Venezuela included in cost of goods sold; and (iii) amortization of acquired inventory fair value adjustment. Adjusted Gross Margin means Adjusted Gross Profit divided by net sales. We use this performance measure to understand trends and changes and to make business decisions regarding core operations.
|
|
•
|
Adjusted EBIT Return On Invested Capital (a non-GAAP financial measure)
- is defined as Adjusted EBIT (on a trailing four quarters basis) divided by stockholders' equity adjusted for: (i) cash and cash equivalents, (ii) debt, (iii) income tax assets and liabilities, (iv) defined benefit pension plan assets and liabilities, and (iv) certain other assets and liabilities. We manage our operations with the objective of maximizing sales, earnings and cash flow over time which requires that we successfully balance our growth, profitability and working capital and other investments to support sustainable, long-term financial performance. We use Adjusted EBIT Return On Invested Capital as a performance measure in evaluating operating results, making operating, investment and capital allocation decisions, and balancing the growth and profitability of our operations.
|
|
Analysis of Operations
(In millions, except per share amounts)
|
Year Ended December 31,
|
|
% Change 2019 vs 2018
|
|
% Change 2018 vs 2017
|
||||||||||||
|
2019
|
|
2018
|
|
2017
|
|
|
|||||||||||
|
Net sales:
|
|
|
|
|
|
|
|
|
|
||||||||
|
Specialty Construction Chemicals
|
$
|
579.1
|
|
|
$
|
643.5
|
|
|
$
|
615.7
|
|
|
(10.0
|
)%
|
|
4.5
|
%
|
|
Specialty Building Materials
|
434.4
|
|
|
481.9
|
|
|
468.7
|
|
|
(9.9
|
)%
|
|
2.8
|
%
|
|||
|
Total GCP net sales
|
$
|
1,013.5
|
|
|
$
|
1,125.4
|
|
|
$
|
1,084.4
|
|
|
(9.9
|
)%
|
|
3.8
|
%
|
|
Net sales by region:
|
|
|
|
|
|
|
|
|
|
||||||||
|
North America
|
$
|
537.4
|
|
|
$
|
571.0
|
|
|
$
|
540.7
|
|
|
(5.9
|
)%
|
|
5.6
|
%
|
|
Europe Middle East Africa (EMEA)
|
193.5
|
|
|
240.7
|
|
|
244.5
|
|
|
(19.6
|
)%
|
|
(1.6
|
)%
|
|||
|
Asia Pacific
|
222.5
|
|
|
245.6
|
|
|
229.2
|
|
|
(9.4
|
)%
|
|
7.2
|
%
|
|||
|
Latin America
|
60.1
|
|
|
68.1
|
|
|
70.0
|
|
|
(11.7
|
)%
|
|
(2.7
|
)%
|
|||
|
Total net sales by region
|
$
|
1,013.5
|
|
|
$
|
1,125.4
|
|
|
$
|
1,084.4
|
|
|
(9.9
|
)%
|
|
3.8
|
%
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
Adjusted EBIT(A):
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
Specialty Construction Chemicals segment operating income
|
$
|
56.6
|
|
|
$
|
40.2
|
|
|
$
|
63.4
|
|
|
40.8
|
%
|
|
(36.6
|
)%
|
|
Specialty Building Materials segment operating income
|
85.8
|
|
|
113.6
|
|
|
109.4
|
|
|
(24.5
|
)%
|
|
3.8
|
%
|
|||
|
Corporate costs(B)
|
(32.8
|
)
|
|
(27.3
|
)
|
|
(36.4
|
)
|
|
20.1
|
%
|
|
(25.0
|
)%
|
|||
|
Certain pension costs(C)
|
(7.8
|
)
|
|
(7.6
|
)
|
|
(9.0
|
)
|
|
2.6
|
%
|
|
(15.6
|
)%
|
|||
|
Adjusted EBIT (non-GAAP)
|
$
|
101.8
|
|
|
$
|
118.9
|
|
|
$
|
127.4
|
|
|
(14.4
|
)%
|
|
(6.7
|
)%
|
|
Loss on sale of product line
|
—
|
|
|
—
|
|
|
(2.1
|
)
|
|
—
|
%
|
|
100.0
|
%
|
|||
|
Currency and other financial losses in Venezuela
|
—
|
|
|
—
|
|
|
(39.1
|
)
|
|
—
|
%
|
|
100.0
|
%
|
|||
|
Currency losses in Argentina
|
—
|
|
|
(1.1
|
)
|
|
—
|
|
|
100.0
|
%
|
|
(100.0
|
)%
|
|||
|
Litigation settlement
|
—
|
|
|
—
|
|
|
(4.0
|
)
|
|
—
|
%
|
|
100.0
|
%
|
|||
|
Legacy product, environmental and other claims
|
(0.1
|
)
|
|
—
|
|
|
(0.6
|
)
|
|
(100.0
|
)%
|
|
100.0
|
%
|
|||
|
Repositioning expenses
|
(20.4
|
)
|
|
(9.6
|
)
|
|
(9.8
|
)
|
|
NM
|
|
|
(2.0
|
)%
|
|||
|
Restructuring expenses and asset impairments
|
(9.9
|
)
|
|
(14.8
|
)
|
|
(13.5
|
)
|
|
(33.1
|
)%
|
|
9.6
|
%
|
|||
|
Pension MTM adjustment and other related costs, net
|
(13.3
|
)
|
|
8.7
|
|
|
(14.1
|
)
|
|
NM
|
|
|
NM
|
|
|||
|
Gain on termination and curtailment of pension and other postretirement plans
|
1.2
|
|
|
0.2
|
|
|
6.6
|
|
|
NM
|
|
|
(97.0
|
)%
|
|||
|
Third-party and other acquisition-related costs
|
(0.1
|
)
|
|
(2.5
|
)
|
|
(6.8
|
)
|
|
(96.0
|
)%
|
|
(63.2
|
)%
|
|||
|
Other financing costs
|
—
|
|
|
—
|
|
|
(6.0
|
)
|
|
—
|
%
|
|
100.0
|
%
|
|||
|
Amortization of acquired inventory fair value adjustment
|
—
|
|
|
(0.2
|
)
|
|
(2.9
|
)
|
|
100.0
|
%
|
|
(93.1
|
)%
|
|||
|
Tax indemnification adjustments
|
(0.5
|
)
|
|
(0.5
|
)
|
|
(2.8
|
)
|
|
—
|
%
|
|
(82.1
|
)%
|
|||
|
Gain on Brazil tax recoveries, net (D)
|
0.6
|
|
|
—
|
|
|
—
|
|
|
100.0
|
%
|
|
—
|
%
|
|||
|
Shareholder activism and other related costs (E)
|
(5.3
|
)
|
|
—
|
|
|
—
|
|
|
(100.0
|
)%
|
|
—
|
%
|
|||
|
Interest expense, net
|
(20.0
|
)
|
|
(88.9
|
)
|
|
(61.1
|
)
|
|
(77.5
|
)%
|
|
45.5
|
%
|
|||
|
Income tax benefit (expense)
|
6.6
|
|
|
(26.3
|
)
|
|
(82.1
|
)
|
|
NM
|
|
|
(68.0
|
)%
|
|||
|
Net income (loss) from continuing operations attributable to GCP shareholders (GAAP)
|
$
|
40.6
|
|
|
$
|
(16.1
|
)
|
|
$
|
(110.9
|
)
|
|
NM
|
|
|
(85.5
|
)%
|
|
Diluted EPS from continuing operations (GAAP)
|
$
|
0.56
|
|
|
$
|
(0.22
|
)
|
|
$
|
(1.55
|
)
|
|
NM
|
|
|
(85.8
|
)%
|
|
Adjusted EPS (non-GAAP)
|
$
|
0.81
|
|
|
$
|
0.91
|
|
|
$
|
0.64
|
|
|
(11.0
|
)%
|
|
42.2
|
%
|
|
|
Year Ended December 31,
|
|
% Change 2019 vs 2018
|
|
% Change 2018 vs 2017
|
||||||||||||
|
Analysis of Operations
(In millions) |
2019
|
|
2018
|
|
2017
|
|
|
||||||||||
|
Gross Profit:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
Specialty Construction Chemicals
|
$
|
207.7
|
|
|
$
|
206.9
|
|
|
$
|
218.8
|
|
|
0.4
|
%
|
|
(5.4
|
)%
|
|
Specialty Building Materials
|
177.0
|
|
|
205.3
|
|
|
204.1
|
|
|
(13.8
|
)%
|
|
0.6
|
%
|
|||
|
Adjusted Gross Profit (non-GAAP)
|
$
|
384.7
|
|
|
$
|
412.2
|
|
|
$
|
422.9
|
|
|
(6.7
|
)%
|
|
(2.5
|
)%
|
|
Amortization of acquired inventory fair value adjustment
|
—
|
|
|
(0.2
|
)
|
|
(2.9
|
)
|
|
100.0
|
%
|
|
(93.1
|
)%
|
|||
|
Loss in Venezuela in cost of goods sold
|
—
|
|
|
—
|
|
|
(0.8
|
)
|
|
—
|
%
|
|
100.0
|
%
|
|||
|
Corporate costs and pension costs in cost of goods sold
|
(1.6
|
)
|
|
(1.9
|
)
|
|
(2.1
|
)
|
|
(15.8
|
)%
|
|
(9.5
|
)%
|
|||
|
Total GCP Gross Profit (GAAP)
|
$
|
383.1
|
|
|
$
|
410.1
|
|
|
$
|
417.1
|
|
|
(6.6
|
)%
|
|
(1.7
|
)%
|
|
Gross Margin:
|
|
|
|
|
|
|
|
|
|
||||||||
|
Specialty Construction Chemicals
|
35.9
|
%
|
|
32.2
|
%
|
|
35.5
|
%
|
|
3.7 pts
|
|
|
(3.3) pts
|
|
|||
|
Specialty Building Materials
|
40.7
|
%
|
|
42.6
|
%
|
|
43.5
|
%
|
|
(1.9) pts
|
|
|
(0.9) pts
|
|
|||
|
Adjusted Gross Margin (non-GAAP)
|
38.0
|
%
|
|
36.6
|
%
|
|
39.0
|
%
|
|
1.4 pts
|
|
|
(2.4) pts
|
|
|||
|
Amortization of acquired inventory fair value adjustment
|
—
|
%
|
|
—
|
%
|
|
(0.3
|
)%
|
|
0.0 pts
|
|
|
0.3 pts
|
|
|||
|
Loss in Venezuela in cost of goods sold
|
—
|
%
|
|
—
|
%
|
|
(0.1
|
)%
|
|
0.0 pts
|
|
|
0.1 pts
|
|
|||
|
Corporate costs and pension costs in cost of goods sold
|
(0.2
|
)%
|
|
(0.2
|
)%
|
|
(0.2
|
)%
|
|
0.0 pts
|
|
|
0.0 pts
|
|
|||
|
Total GCP Gross Margin (GAAP)
|
37.8
|
%
|
|
36.4
|
%
|
|
38.4
|
%
|
|
1.4 pts
|
|
|
(2.0) pts
|
|
|||
|
Adjusted EBIT(A)(B)(C):
|
|
|
|
|
|
|
|
|
|
||||||||
|
Specialty Construction Chemicals segment operating income
|
$
|
56.6
|
|
|
$
|
40.2
|
|
|
$
|
63.4
|
|
|
40.8
|
%
|
|
(36.6
|
)%
|
|
Specialty Building Materials segment operating income
|
85.8
|
|
|
113.6
|
|
|
109.4
|
|
|
(24.5
|
)%
|
|
3.8
|
%
|
|||
|
Corporate and certain pension costs
|
(40.6
|
)
|
|
(34.9
|
)
|
|
(45.4
|
)
|
|
16.3
|
%
|
|
(23.1
|
)%
|
|||
|
Total GCP Adjusted EBIT (non-GAAP)
|
$
|
101.8
|
|
|
$
|
118.9
|
|
|
$
|
127.4
|
|
|
(14.4
|
)%
|
|
(6.7
|
)%
|
|
Depreciation and amortization:
|
|
|
|
|
|
|
|
|
|
||||||||
|
Specialty Construction Chemicals
|
$
|
24.4
|
|
|
$
|
24.2
|
|
|
$
|
21.3
|
|
|
0.8
|
%
|
|
13.6
|
%
|
|
Specialty Building Materials
|
14.8
|
|
|
14.7
|
|
|
13.2
|
|
|
0.7
|
%
|
|
11.4
|
%
|
|||
|
Corporate
|
4.0
|
|
|
3.1
|
|
|
2.3
|
|
|
29.0
|
%
|
|
34.8
|
%
|
|||
|
Total GCP
|
$
|
43.2
|
|
|
$
|
42.0
|
|
|
$
|
36.8
|
|
|
2.9
|
%
|
|
14.1
|
%
|
|
Adjusted EBITDA:
|
|
|
|
|
|
|
|
|
|
||||||||
|
Specialty Construction Chemicals
|
$
|
81.0
|
|
|
$
|
64.4
|
|
|
$
|
84.7
|
|
|
25.8
|
%
|
|
(24.0
|
)%
|
|
Specialty Building Materials
|
100.6
|
|
|
128.3
|
|
|
122.6
|
|
|
(21.6
|
)%
|
|
4.6
|
%
|
|||
|
Corporate and certain pension costs
|
(36.6
|
)
|
|
(31.8
|
)
|
|
(43.1
|
)
|
|
15.1
|
%
|
|
(26.2
|
)%
|
|||
|
Total GCP Adjusted EBITDA (non-GAAP)
|
$
|
145.0
|
|
|
$
|
160.9
|
|
|
$
|
164.2
|
|
|
(9.9
|
)%
|
|
(2.0
|
)%
|
|
Adjusted EBIT Margin:
|
|
|
|
|
|
|
|
|
|
||||||||
|
Specialty Construction Chemicals
|
9.8
|
%
|
|
6.2
|
%
|
|
10.3
|
%
|
|
3.6 pts
|
|
|
(4.1) pts
|
|
|||
|
Specialty Building Materials
|
19.8
|
%
|
|
23.6
|
%
|
|
23.3
|
%
|
|
(3.8) pts
|
|
|
0.3 pts
|
|
|||
|
Total GCP Adjusted EBIT Margin (non-GAAP)
|
10.0
|
%
|
|
10.6
|
%
|
|
11.7
|
%
|
|
(0.6) pts
|
|
|
(1.1) pts
|
|
|||
|
Adjusted EBITDA Margin:
|
|
|
|
|
|
|
|
|
|
||||||||
|
Specialty Construction Chemicals
|
14.0
|
%
|
|
10.0
|
%
|
|
13.8
|
%
|
|
4.0 pts
|
|
|
(3.8) pts
|
|
|||
|
Specialty Building Materials
|
23.2
|
%
|
|
26.6
|
%
|
|
26.2
|
%
|
|
(3.4) pts
|
|
|
0.4 pts
|
|
|||
|
Total GCP Adjusted EBITDA Margin (non-GAAP)
|
14.3
|
%
|
|
14.3
|
%
|
|
15.1
|
%
|
|
0.0 pts
|
|
|
(0.8) pts
|
|
|||
|
|
Four Quarters Ended
|
||||||||||
|
Analysis of Operations
(In millions)
|
December 31, 2019
|
|
December 31, 2018
|
|
December 31, 2017
|
||||||
|
Calculation of Return on Stockholders' Equity and Adjusted EBIT Return On Invested Capital (trailing four quarters):
|
|
|
|
|
|
||||||
|
Income (loss) from continuing operations attributable to GCP shareholders (trailing four quarters):
|
$
|
40.6
|
|
|
$
|
(16.1
|
)
|
|
$
|
(110.9
|
)
|
|
Stockholders' Equity (end of period)
|
541.1
|
|
|
481.4
|
|
|
492.0
|
|
|||
|
Assets:
|
|
|
|
|
|
||||||
|
Cash and cash equivalents
|
(325.0
|
)
|
|
(326.1
|
)
|
|
(721.5
|
)
|
|||
|
Pension plans
|
(25.0
|
)
|
|
(22.5
|
)
|
|
(26.4
|
)
|
|||
|
Income taxes
|
(26.1
|
)
|
|
(25.5
|
)
|
|
(30.2
|
)
|
|||
|
Other current assets (F)
|
(8.2
|
)
|
|
(10.4
|
)
|
|
(6.0
|
)
|
|||
|
Other assets (G)
|
(3.1
|
)
|
|
(4.1
|
)
|
|
(3.2
|
)
|
|||
|
Assets held for sale*
|
(0.5
|
)
|
|
(4.1
|
)
|
|
(22.5
|
)
|
|||
|
Subtotal
|
(387.9
|
)
|
|
(392.7
|
)
|
|
(809.8
|
)
|
|||
|
Liabilities:
|
|
|
|
|
|
||||||
|
Debt*
|
349.2
|
|
|
356.7
|
|
|
544.3
|
|
|||
|
Income taxes
|
96.7
|
|
|
112.9
|
|
|
115.4
|
|
|||
|
Pension plans
|
67.5
|
|
|
48.1
|
|
|
57.1
|
|
|||
|
Other current liabilities (H)
|
20.3
|
|
|
50.4
|
|
|
210.2
|
|
|||
|
Other liabilities (I)
|
2.2
|
|
|
1.7
|
|
|
14.4
|
|
|||
|
Liabilities held for sale*
|
—
|
|
|
0.4
|
|
|
8.1
|
|
|||
|
Subtotal
|
535.9
|
|
|
570.2
|
|
|
949.5
|
|
|||
|
Total invested capital (end of period)
|
$
|
689.1
|
|
|
$
|
658.9
|
|
|
$
|
631.7
|
|
|
Return on Stockholders' Equity
|
7.5
|
%
|
|
(3.3
|
)%
|
|
(22.5
|
)%
|
|||
|
Adjusted EBIT (trailing four quarters)
|
$
|
101.8
|
|
|
$
|
118.9
|
|
|
$
|
127.4
|
|
|
Adjusted EBIT Return On Invested Capital (non-GAAP)
|
14.8
|
%
|
|
18.0
|
%
|
|
20.2
|
%
|
|||
|
(A)
|
Our segment operating income includes only our share of income of consolidated joint ventures.
|
|
(B)
|
Management allocates certain corporate costs to each operating segment to the extent such costs are directly attributable to the segments.
|
|
(C)
|
Certain pension costs include only ongoing costs, recognized quarterly, which include service and interest costs, expected returns on plan assets and amortization of prior service costs/credits. SCC and SBM segment operating income and corporate costs do not include any amounts for pension expense. Other pension-related costs, including annual mark-to-market adjustments, gains or losses from curtailments and terminations, as well as other related costs, are excluded from Adjusted EBIT. These amounts are not used by management to evaluate the performance of our businesses and significantly affect the peer-to-peer and period-to-period comparability of our financial results. Mark-to-market adjustments and other related costs are primarily attributable to changes in financial market values and actuarial assumptions and are not directly related to the operations of our businesses.
|
|
(D)
|
Gain on Brazil tax recoveries, net primarily consists of a $1.7 million pre-tax gain related to indirect tax recoveries, and $1.1 million of legal fees and other charges relating to indirect and income tax recoveries.
|
|
(E)
|
Shareholder activism and other related costs consist primarily of professional fees incurred in connection with the actions by certain of our shareholders seeking changes in the composition of our Board of Directors and nomination of candidates to stand for election at the 2019 and 2020 Annual Shareholders' Meetings, as well as other related matters.
|
|
(F)
|
Other current assets consist of income taxes receivable.
|
|
(G)
|
Other assets consist of capitalized financing fees.
|
|
(H)
|
Other current liabilities consist of income taxes, restructuring, repositioning, accrued interest and liabilities incurred in association with the Darex divestiture.
|
|
(I)
|
Other liabilities consist of other postretirement benefits liabilities and liabilities incurred in association with the Darex divestiture.
|
|
*
|
Consists of current and non-current components.
|
|
NM
|
Not meaningful.
|
|
|
Year Ended December 31,
|
||||||||||||||||||||||||
|
|
2019
|
|
2018
|
||||||||||||||||||||||
|
(In millions, except per share amounts)
|
Pre-Tax
|
|
Tax Effect
|
|
After-Tax
|
|
Per Share
|
|
Pre-Tax
|
|
Tax Effect
|
|
After-Tax
|
|
Per Share
|
||||||||||
|
Diluted EPS from continuing operations (GAAP)
|
|
|
|
|
|
|
$
|
0.56
|
|
|
|
|
|
|
|
|
|
|
$
|
(0.22
|
)
|
||||
|
Currency losses in Argentina
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1.1
|
|
|
—
|
|
|
1.1
|
|
|
0.02
|
|
||
|
Loss on debt refinancing
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
59.8
|
|
|
14.8
|
|
|
45.0
|
|
|
0.62
|
|
||
|
Legacy product, environmental and other claims
|
0.1
|
|
|
—
|
|
|
0.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
|
Repositioning expenses
|
20.4
|
|
|
5.1
|
|
|
15.3
|
|
|
0.21
|
|
|
9.6
|
|
|
2.4
|
|
|
7.2
|
|
|
0.10
|
|
||
|
Restructuring expenses
|
9.9
|
|
|
1.1
|
|
|
8.8
|
|
|
0.12
|
|
|
14.8
|
|
|
3.3
|
|
|
11.5
|
|
|
0.16
|
|
||
|
Pension MTM adjustment and other related costs, net
|
13.3
|
|
|
3.5
|
|
|
9.8
|
|
|
0.13
|
|
|
(8.7
|
)
|
|
(2.1
|
)
|
|
(6.6
|
)
|
|
(0.09
|
)
|
||
|
Gain on termination and curtailment of pension and other postretirement plans
|
(1.2
|
)
|
|
(0.3
|
)
|
|
(0.9
|
)
|
|
(0.01
|
)
|
|
(0.2
|
)
|
|
(0.1
|
)
|
|
(0.1
|
)
|
|
—
|
|
||
|
Third-party and other acquisition-related costs
|
0.1
|
|
|
—
|
|
|
0.1
|
|
|
—
|
|
|
2.5
|
|
|
0.6
|
|
|
1.9
|
|
|
0.03
|
|
||
|
Amortization of acquired inventory fair value adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.2
|
|
|
—
|
|
|
0.2
|
|
|
—
|
|
||
|
Shareholder activism and other related costs
|
5.3
|
|
|
1.3
|
|
|
4.0
|
|
|
0.05
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
|
Tax indemnification adjustments
|
0.5
|
|
|
—
|
|
|
0.5
|
|
|
0.01
|
|
|
0.5
|
|
|
(0.1
|
)
|
|
0.6
|
|
|
0.01
|
|
||
|
Discrete tax items, including adjustments to uncertain tax positions
(1)
|
—
|
|
|
18.6
|
|
|
(18.6
|
)
|
|
(0.26
|
)
|
|
—
|
|
|
(20.7
|
)
|
|
20.7
|
|
|
0.28
|
|
||
|
Gain on Brazil tax recoveries, net
|
(0.6
|
)
|
|
(0.2
|
)
|
|
(0.4
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
|
Adjusted EPS (non-GAAP)
|
|
|
|
|
|
|
$
|
0.81
|
|
|
|
|
|
|
|
|
|
|
|
$
|
0.91
|
|
|||
|
(1)
|
Discrete tax items consist primarily of tax benefits of $20.2 million in 2019 due to the release of uncertain tax benefit liabilities and charges of
$17.9 million
in 2018 related to the 2017 Tax Act. Please refer to Note 9, "Income Taxes," to our Consolidated Financial Statements included in Item 8, “Financial Statements and Supplementary Data” of this Form 10-K and "Income Taxes" below for additional discussion of the impact of the 2017 Tax Act and related uncertain tax benefits.
|
|
|
Year Ended December 31, 2019 as a Percentage Increase (Decrease) from the Year Ended December 31, 2018
|
||||||||||
|
Net Sales Variance Analysis
|
Volume
|
|
Price
|
|
Currency Translation
|
|
Total Change
|
||||
|
Specialty Construction Chemicals
|
(10.8
|
)%
|
|
3.5
|
%
|
|
(2.7
|
)%
|
|
(10.0
|
)%
|
|
Specialty Building Materials
|
(10.0
|
)%
|
|
1.7
|
%
|
|
(1.6
|
)%
|
|
(9.9
|
)%
|
|
Net sales
|
(10.5
|
)%
|
|
2.7
|
%
|
|
(2.1
|
)%
|
|
(9.9
|
)%
|
|
By Region:
|
|
|
|
|
|
|
|
||||
|
North America
|
(7.9
|
)%
|
|
2.1
|
%
|
|
(0.1
|
)%
|
|
(5.9
|
)%
|
|
Europe Middle East Africa
|
(18.1
|
)%
|
|
2.8
|
%
|
|
(4.3
|
)%
|
|
(19.6
|
)%
|
|
Asia Pacific
|
(8.5
|
)%
|
|
1.2
|
%
|
|
(2.1
|
)%
|
|
(9.4
|
)%
|
|
Latin America
|
(12.4
|
)%
|
|
13.1
|
%
|
|
(12.4
|
)%
|
|
(11.7
|
)%
|
|
|
|
Years Ended December 31,
|
||||||||||
|
(In millions)
|
|
2019
|
|
2018
|
|
2017
|
||||||
|
Certain pension costs
|
|
$
|
(7.8
|
)
|
|
$
|
(7.6
|
)
|
|
$
|
(9.0
|
)
|
|
Pension MTM adjustment and other related costs, net(1)
|
|
(13.3
|
)
|
|
8.7
|
|
|
(14.1
|
)
|
|||
|
Gain on termination and curtailment of pension and other postretirement plans
|
|
1.2
|
|
|
0.2
|
|
|
6.6
|
|
|||
|
(1)
|
During 2018, we recognized $1.2 million of other related costs from the initial recognition of a liability for a non-U.S. OPEB retiree health care plan.
|
|
|
Year Ended December 31,
|
||||||||||
|
(In millions)
|
2019
|
|
2018
|
|
2017
|
||||||
|
Severance and other employee costs
|
$
|
4.1
|
|
|
$
|
10.1
|
|
|
$
|
19.9
|
|
|
Facility exit costs
|
—
|
|
|
0.6
|
|
|
0.2
|
|
|||
|
Asset impairments
|
4.3
|
|
|
4.5
|
|
|
1.2
|
|
|||
|
Other associated costs
|
1.8
|
|
|
—
|
|
|
—
|
|
|||
|
Total restructuring expenses and asset impairments
|
$
|
10.2
|
|
|
$
|
15.2
|
|
|
$
|
21.3
|
|
|
Less: restructuring expenses and asset impairments reflected in discontinued operations
|
0.3
|
|
|
0.4
|
|
|
7.8
|
|
|||
|
Total restructuring expenses and asset impairments from continuing operations
|
$
|
9.9
|
|
|
$
|
14.8
|
|
|
$
|
13.5
|
|
|
|
Year Ended December 31, 2019
|
||||||||||||||||||||||
|
(In millions)
|
2019 Plan
(1)
|
|
2019 Phase 2 Plan
(2)
|
|
2018 Plan
(3)
|
|
2017 Plan
(4)
|
|
Strategic Alternatives Plan
(5)
|
|
Total
|
||||||||||||
|
Repositioning expenses
|
$
|
8.8
|
|
|
$
|
2.4
|
|
|
$
|
5.3
|
|
|
$
|
0.8
|
|
|
$
|
3.1
|
|
|
$
|
20.4
|
|
|
Cash paid for repositioning expenses
|
$
|
5.6
|
|
|
$
|
1.0
|
|
|
$
|
10.5
|
|
|
$
|
2.1
|
|
|
$
|
2.0
|
|
|
$
|
21.2
|
|
|
Cash paid for capital expenditures
|
$
|
0.6
|
|
|
$
|
—
|
|
|
$
|
0.8
|
|
|
$
|
4.6
|
|
|
$
|
—
|
|
|
$
|
6.0
|
|
|
(1)
|
As of
December 31, 2019
, cumulative repositioning costs and related cash payments, as well as cash paid for capital expenditures were
$8.8 million
,
$5.6 million
, and
$0.6 million
, respectively.
|
|
(2)
|
As of
December 31, 2019
, cumulative repositioning costs and related cash payments were
$2.4 million
and
$1.0 million
, respectively. There were no cash payments for capital expenditures since the Plan's inception.
|
|
(3)
|
As of
December 31, 2019
, cumulative repositioning costs and related cash payments, as well as cash paid for capital expenditures were
$10.6 million
,
$10.7 million
, and
$0.8 million
, respectively.
|
|
(4)
|
As of
December 31, 2019
, cumulative repositioning costs and related cash payments, as well as cash paid for capital expenditures were
$9.6 million
,
$9.4 million
, and
$11.3 million
, respectively.
|
|
(5)
|
As of
December 31, 2019
, cumulative repositioning costs and related cash payments were
$3.1 million
and
$2.0 million
, respectively. Repositioning costs consist primarily of professional service fees.
|
|
(In millions) |
Maximum Borrowing Amount
|
|
Available Liquidity
|
|
Expiration Date
|
||||
|
Singapore
|
$
|
6.0
|
|
|
$
|
6.0
|
|
|
2/3/2021
|
|
China
|
6.0
|
|
|
4.6
|
|
|
2/3/2021
|
||
|
Canada
|
5.8
|
|
|
5.8
|
|
|
2/3/2021
|
||
|
Australia
|
5.5
|
|
|
5.0
|
|
|
2/3/2021
|
||
|
Korea
|
5.0
|
|
|
5.0
|
|
|
2/3/2021
|
||
|
India
|
5.0
|
|
|
3.0
|
|
|
2/3/2021
|
||
|
Mexico
|
2.4
|
|
|
2.4
|
|
|
3/31/2020
|
||
|
Brazil
|
2.3
|
|
|
2.3
|
|
|
Open ended
|
||
|
Other countries
|
13.0
|
|
|
12.2
|
|
|
Open ended
|
||
|
Total
|
$
|
51.0
|
|
|
$
|
46.3
|
|
|
|
|
|
Year Ended December 31,
|
||||||||||
|
(In millions)
|
2019
|
|
2018
|
|
2017
|
||||||
|
Net cash provided by (used in) operating activities from continuing operations
|
$
|
78.0
|
|
|
$
|
75.4
|
|
|
$
|
(1.0
|
)
|
|
Net cash used in investing activities from continuing operations
|
(61.1
|
)
|
|
(86.9
|
)
|
|
(160.9
|
)
|
|||
|
Net cash used in financing activities from continuing operations
|
(5.0
|
)
|
|
(247.3
|
)
|
|
(292.0
|
)
|
|||
|
|
Payments Due By Period
|
||||||||||||||||||
|
(In millions)
|
Less than 1 Year
|
|
1-3
Years
|
|
3-5
Years
|
|
More Than 5 Years
|
|
Total
|
||||||||||
|
Contractual Cash Obligations:
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Debt and other borrowings
(1)
|
$
|
2.7
|
|
|
$
|
0.2
|
|
|
$
|
0.2
|
|
|
$
|
346.1
|
|
|
$
|
349.2
|
|
|
Expected interest payments on debt and other borrowings
(2)
|
20.6
|
|
|
38.5
|
|
|
38.5
|
|
|
38.5
|
|
|
136.1
|
|
|||||
|
Lease obligations
(3)
|
9.9
|
|
|
9.9
|
|
|
4.6
|
|
|
26.2
|
|
|
50.6
|
|
|||||
|
Transition income tax liability
(4)
|
—
|
|
|
5.2
|
|
|
21.1
|
|
|
15.1
|
|
|
41.4
|
|
|||||
|
Operating commitments
(5)
|
6.2
|
|
|
0.6
|
|
|
—
|
|
|
—
|
|
|
6.8
|
|
|||||
|
Pension funding requirements per ERISA (U.S.)
(6)
|
—
|
|
|
3.6
|
|
|
12.2
|
|
|
—
|
|
|
15.8
|
|
|||||
|
Pension funding requirements for pension plans (non-U.S.)
(7)
|
1.3
|
|
|
3.2
|
|
|
2.8
|
|
|
—
|
|
|
7.3
|
|
|||||
|
Total contractual cash obligations
|
$
|
40.7
|
|
|
$
|
61.2
|
|
|
$
|
79.4
|
|
|
$
|
425.9
|
|
|
$
|
607.2
|
|
|
Other Commercial Commitments:
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Standby letters of credit
|
2.7
|
|
|
3.2
|
|
|
—
|
|
|
—
|
|
|
5.9
|
|
|||||
|
Total commitments
|
$
|
43.4
|
|
|
$
|
64.4
|
|
|
$
|
79.4
|
|
|
$
|
425.9
|
|
|
$
|
613.1
|
|
|
(1)
|
Debt and other borrowings include principal maturities of the
$350.0 million
5.5%
Senior Notes due in 2026 and borrowings under various lines of credit, primarily by non-U.S. subsidiaries. Such amounts represent contractual cash obligations payable at maturity, net of debt issuance cost reductions of $3.9 million. Please refer to Note 8, "Debt and Other Borrowings," in the Notes to the Consolidated Financial Statements included in Item 8, "Financial Statements and Supplementary Data" of this Annual Report on Form 10‑K for further information on these arrangements.
|
|
(2)
|
Amounts are based on a 5.5% fixed interest rate for the 5.5% Senior Notes and variable interest rates in effect at
December 31, 2019
for the borrowings under various lines of credit outstanding as of
December 31, 2019
.
|
|
(3)
|
Includes undiscounted operating lease liability payments of $41.0 million and variable lease payments of $9.6 million which are not based on an index or a rate
|
|
(4)
|
Represents the Company's income tax liability of $
41.4 million
associated with the 2017 Tax Act, which will be paid over six years.
|
|
(5)
|
Amounts do not include open purchase commitments, which are routine in nature and normally settle within 90 days.
|
|
(6)
|
Based on the U.S. qualified pension plans' status as of December 31, 2019, minimum funding requirements under ERISA have been estimated for the next five years. Amounts in subsequent years or additional payments we may make at our discretion have not yet been determined.
|
|
(7)
|
Based on the non-U.S. pension plans' status as of
December 31, 2019
, funding requirements have been estimated for the next five years. Amounts in subsequent years have not yet been determined.
|
|
|
|
|
|
|
|
|
|
|
||
|
GCP Applied Technologies Inc.
Consolidated Statements of Operations |
|||||||||||
|
|
Year Ended December 31,
|
||||||||||
|
(In millions, except per share amounts)
|
2019
|
|
2018
|
|
2017
|
||||||
|
Net sales
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
Cost of goods sold
|
|
|
|
|
|
|
|
|
|||
|
Gross profit
|
|
|
|
|
|
|
|
|
|||
|
Selling, general and administrative expenses
|
|
|
|
|
|
|
|
|
|||
|
Research and development expenses
|
|
|
|
|
|
|
|
|
|||
|
Interest expense and related financing costs
|
|
|
|
|
|
|
|
|
|||
|
Repositioning expenses
|
|
|
|
|
|
|
|
|
|||
|
Restructuring expenses and asset impairments
|
|
|
|
|
|
|
|
|
|||
|
Loss in Venezuela
|
|
|
|
|
|
|
|
|
|||
|
Other expenses (income), net
|
|
|
|
(
|
)
|
|
(
|
)
|
|||
|
Total costs and expenses
|
|
|
|
|
|
|
|
|
|||
|
Income (loss) from continuing operations before income taxes
|
|
|
|
|
|
|
(
|
)
|
|||
|
Benefit (provision) for income taxes
|
|
|
|
(
|
)
|
|
(
|
)
|
|||
|
Income (loss) from continuing operations
|
|
|
|
(
|
)
|
|
(
|
)
|
|||
|
Income from discontinued operations, net of income taxes
|
|
|
|
|
|
|
|
|
|||
|
Net income
|
|
|
|
|
|
|
|
|
|||
|
Less: Net income attributable to noncontrolling interests
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|||
|
Net income attributable to GCP shareholders
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
Amounts Attributable to GCP Shareholders:
|
|
|
|
|
|
||||||
|
Income (loss) from continuing operations attributable to GCP shareholders
|
$
|
|
|
|
$
|
(
|
)
|
|
$
|
(
|
)
|
|
Income from discontinued operations, net of income taxes
|
|
|
|
|
|
|
|
|
|||
|
Net income attributable to GCP shareholders
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
Earnings (Loss) Per Share Attributable to GCP Shareholders:
|
|
|
|
|
|
||||||
|
Basic earnings (loss) per share:
|
|
|
|
|
|
||||||
|
Income (loss) from continuing operations attributable to GCP shareholders
|
$
|
|
|
|
$
|
(
|
)
|
|
$
|
(
|
)
|
|
Income from discontinued operations, net of income taxes
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
Net income attributable to GCP shareholders
(1)
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
Weighted average number of basic shares
|
|
|
|
|
|
|
|
|
|||
|
Diluted earnings (loss) per share:
(2)
|
|
|
|
|
|
||||||
|
Income (loss) from continuing operations attributable to GCP shareholders
|
$
|
|
|
|
$
|
(
|
)
|
|
$
|
(
|
)
|
|
Income from discontinued operations, net of income taxes
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
Net income attributable to GCP shareholders
(1)
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
Weighted average number of diluted shares
|
|
|
|
|
|
|
|
|
|||
|
(1)
|
Amounts may not sum due to rounding.
|
|
(2)
|
Dilutive effect is only applicable to the years during which GCP generated net income from continuing operations.
|
|
|
Year Ended December 31,
|
||||||||||
|
(In millions)
|
2019
|
|
2018
|
|
2017
|
||||||
|
Net income
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
||||||
|
Defined benefit pension and other postretirement plans, net of income taxes
|
(
|
)
|
|
(
|
)
|
|
|
|
|||
|
Currency translation adjustments, net of income taxes
|
|
|
|
(
|
)
|
|
|
|
|||
|
(Loss) gain from hedging activities, net of income taxes
|
(
|
)
|
|
|
|
|
(
|
)
|
|||
|
Total other comprehensive income (loss)
|
|
|
|
(
|
)
|
|
|
|
|||
|
Comprehensive income (loss)
|
|
|
|
(
|
)
|
|
|
|
|||
|
Less: Comprehensive income attributable to noncontrolling interests
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|||
|
Comprehensive income (loss) attributable to GCP shareholders
|
$
|
|
|
|
$
|
(
|
)
|
|
$
|
|
|
|
Consolidated Balance Sheets |
|||||||
|
(In millions, except par value and shares)
|
December 31,
2019 |
|
December 31,
2018 |
||||
|
ASSETS
|
|
|
|
||||
|
Current Assets
|
|
|
|
||||
|
Cash and cash equivalents
|
$
|
|
|
|
$
|
|
|
|
Trade accounts receivable (net of allowances of $7.5 million and $5.8 million, respectively)
|
|
|
|
|
|
||
|
Inventories, net
|
|
|
|
|
|
||
|
Other current assets
|
|
|
|
|
|
||
|
Current assets held for sale
|
|
|
|
|
|
||
|
Total Current Assets
|
|
|
|
|
|
||
|
Properties and equipment, net
|
|
|
|
|
|
||
|
Operating lease right-of-use assets
|
|
|
|
|
|
||
|
Goodwill
|
|
|
|
|
|
||
|
Technology and other intangible assets, net
|
|
|
|
|
|
||
|
Deferred income taxes
|
|
|
|
|
|
||
|
Overfunded defined benefit pension plans
|
|
|
|
|
|
||
|
Other assets
|
|
|
|
|
|
||
|
Non-current assets held for sale
|
|
|
|
|
|
||
|
Total Assets
|
$
|
|
|
|
$
|
|
|
|
LIABILITIES AND STOCKHOLDERS' EQUITY
|
|
|
|
||||
|
Current Liabilities
|
|
|
|
||||
|
Debt payable within one year
|
$
|
|
|
|
$
|
|
|
|
Operating lease obligations payable within one year
|
|
|
|
|
|
||
|
Accounts payable
|
|
|
|
|
|
||
|
Other current liabilities
|
|
|
|
|
|
||
|
Total Current Liabilities
|
|
|
|
|
|
||
|
Debt payable after one year
|
|
|
|
|
|
||
|
Operating lease obligations
|
|
|
|
|
|
||
|
Income taxes payable
|
|
|
|
|
|
||
|
Deferred income taxes
|
|
|
|
|
|
||
|
Unrecognized tax benefits
|
|
|
|
|
|
||
|
Underfunded and unfunded defined benefit pension plans
|
|
|
|
|
|
||
|
Other liabilities
|
|
|
|
|
|
||
|
Non-current liabilities held for sale
|
|
|
|
|
|
||
|
Total Liabilities
|
|
|
|
|
|
||
|
Commitments and Contingencies (Note 12)
|
|
|
|
||||
|
Stockholders' Equity
|
|
|
|
||||
|
Preferred stock, par value $0.01; authorized: 10,000,000 and 0 shares, respectively; no shares issued or outstanding (Note 13)
|
|
|
|
|
|
||
|
Common stock issued, par value $0.01; 300,000,000 shares authorized; outstanding: 72,850,268 and 72,176,324, respectively
|
|
|
|
|
|
||
|
Paid-in capital
|
|
|
|
|
|
||
|
Accumulated earnings
|
|
|
|
|
|
||
|
Accumulated other comprehensive loss
|
(
|
)
|
|
(
|
)
|
||
|
Treasury stock
|
(
|
)
|
|
(
|
)
|
||
|
Total GCP Stockholders' Equity
|
|
|
|
|
|
||
|
Noncontrolling interests
|
|
|
|
|
|
||
|
Total Stockholders' Equity
|
|
|
|
|
|
||
|
Total Liabilities and Stockholders' Equity
|
$
|
|
|
|
$
|
|
|
|
|
Common Stock
|
|
Treasury Stock
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
|
(In millions)
|
Number of Shares
|
|
Par Value
|
|
Number of Shares
|
|
Cost
|
|
Additional Paid-In Capital
|
|
Accumulated Earnings / (Deficit)
|
|
Accumulated Other Comprehensive Loss
|
|
Noncontrolling Interests
|
|
Total Stockholders' Equity (Deficit)
|
||||||||||||||||
|
Balance, December 31, 2016
|
|
|
|
$
|
|
|
|
|
|
|
$
|
(
|
)
|
|
$
|
|
|
|
$
|
(
|
)
|
|
$
|
(
|
)
|
|
$
|
|
|
|
$
|
(
|
)
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
—
|
|
|
|
|
|
|
|
|||||||
|
Issuance of common stock in connection with stock plans(1)
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
|
Share-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|||||||
|
Exercise of stock options
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|||||||
|
Share repurchases(2)
|
—
|
|
|
—
|
|
|
—
|
|
|
(
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(
|
)
|
|||||||
|
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
—
|
|
|
|
|
|||||||
|
Other changes to additional paid in capital(3)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|||||||
|
Dividends and other changes in noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(
|
)
|
|
(
|
)
|
|||||||
|
Balance, December 31, 2017
|
|
|
|
$
|
|
|
|
|
|
|
$
|
(
|
)
|
|
$
|
|
|
|
$
|
|
|
|
$
|
(
|
)
|
|
$
|
|
|
|
$
|
|
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
—
|
|
|
|
|
|
|
|
|||||||
|
Issuance of common stock in connection with stock plans(1)
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
|
Share-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|||||||
|
Exercise of stock options
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|||||||
|
Share repurchases(2)
|
—
|
|
|
—
|
|
|
|
|
|
(
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(
|
)
|
|||||||
|
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(
|
)
|
|
—
|
|
|
(
|
)
|
|||||||
|
Dividends and other changes in noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(
|
)
|
|
(
|
)
|
|||||||
|
Balance, December 31, 2018
|
|
|
|
$
|
|
|
|
|
|
|
$
|
(
|
)
|
|
$
|
|
|
|
$
|
|
|
|
$
|
(
|
)
|
|
$
|
|
|
|
$
|
|
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
—
|
|
|
|
|
|
|
|
|||||||
|
Issuance of common stock in connection with stock plans(1)
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
|
Share-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|||||||
|
Exercise of stock options
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|||||||
|
Share repurchases(2)
|
—
|
|
|
—
|
|
|
|
|
|
(
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(
|
)
|
|||||||
|
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
—
|
|
|
|
|
|||||||
|
Balance, December 31, 2019
|
|
|
|
$
|
|
|
|
|
|
|
$
|
(
|
)
|
|
$
|
|
|
|
$
|
|
|
|
$
|
(
|
)
|
|
$
|
|
|
|
$
|
|
|
|
(1)
|
|
|
(2)
|
During the years ended December 31, 2019, 2018 and 2017, GCP withheld and retained approximately
|
|
(3)
|
|
|
GCP Applied Technologies Inc.
|
|||||||||||
|
|
Year Ended December 31,
|
||||||||||
|
(In millions)
|
2019
|
|
2018
|
|
2017
|
||||||
|
OPERATING ACTIVITIES
|
|
|
|
|
|
||||||
|
Net income
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
Less: Income from discontinued operations
|
|
|
|
|
|
|
|
|
|||
|
Income (loss) from continuing operations
|
|
|
|
(
|
)
|
|
(
|
)
|
|||
|
Reconciliation to net cash provided by (used in) operating activities:
|
|
|
|
|
|
||||||
|
Depreciation and amortization
|
|
|
|
|
|
|
|
|
|||
|
Amortization of debt discount and financing costs
|
|
|
|
|
|
|
|
|
|||
|
Unrealized loss on foreign currency
|
|
|
|
|
|
|
|
|
|||
|
Stock-based compensation expense
|
|
|
|
|
|
|
|
|
|||
|
Gain on termination and curtailment of pension and other postretirement benefit plans
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|||
|
Currency and other losses in Venezuela
|
|
|
|
|
|
|
|
|
|||
|
Deferred income taxes
|
(
|
)
|
|
|
|
|
|
|
|||
|
Loss on debt refinancing
|
|
|
|
|
|
|
|
|
|||
|
Gain on disposal of property and equipment
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|||
|
Loss on sale of product line
|
|
|
|
|
|
|
|
|
|||
|
Changes in assets and liabilities, excluding effect of currency translation:
|
|
|
|
|
|
||||||
|
Trade accounts receivable
|
|
|
|
|
|
|
(
|
)
|
|||
|
Inventories
|
|
|
|
(
|
)
|
|
(
|
)
|
|||
|
Accounts payable
|
(
|
)
|
|
(
|
)
|
|
|
|
|||
|
Pension assets and liabilities, net
|
|
|
|
(
|
)
|
|
(
|
)
|
|||
|
Other assets and liabilities, net
|
(
|
)
|
|
(
|
)
|
|
|
|
|||
|
Net cash provided by (used in) operating activities from continuing operations
|
|
|
|
|
|
|
(
|
)
|
|||
|
Net cash used in operating activities from discontinued operations
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|||
|
Net cash provided by (used in) operating activities
|
|
|
|
(
|
)
|
|
(
|
)
|
|||
|
INVESTING ACTIVITIES
|
|
|
|
|
|
||||||
|
Capital expenditures
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|||
|
Businesses acquired, net of cash acquired
|
|
|
|
(
|
)
|
|
(
|
)
|
|||
|
Proceeds from sale of product line
|
|
|
|
|
|
|
|
|
|||
|
Other investing activities
|
|
|
|
(
|
)
|
|
|
|
|||
|
Net cash used in investing activities from continuing operations
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|||
|
Net cash (used in) provided by investing activities from discontinued operations
|
(
|
)
|
|
|
|
|
|
|
|||
|
Net cash (used in) provided by investing activities
|
(
|
)
|
|
(
|
)
|
|
|
|
|||
|
FINANCING ACTIVITIES
|
|
|
|
|
|
||||||
|
Borrowings under credit arrangements
|
|
|
|
|
|
|
|
|
|||
|
Repayments under credit arrangements
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|||
|
Proceeds from issuance of long term note obligations
|
|
|
|
|
|
|
|
|
|||
|
Repayments of long term note obligations
|
|
|
|
(
|
)
|
|
|
|
|||
|
Cash paid for debt financing costs
|
|
|
|
(
|
)
|
|
|
|
|||
|
Payments of tax withholding obligations related to employee equity awards
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|||
|
Proceeds from exercise of stock options
|
|
|
|
|
|
|
|
|
|||
|
Noncontrolling interest dividend
|
|
|
|
(
|
)
|
|
(
|
)
|
|||
|
Payments on finance lease obligations
|
(
|
)
|
|
|
|
|
|
|
|||
|
Other financing activities
|
(
|
)
|
|
(
|
)
|
|
|
|
|||
|
Net cash used in financing activities from continuing operations
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|||
|
Net cash provided by financing activities from discontinued operations
|
|
|
|
|
|
|
|
|
|||
|
Net cash used in financing activities
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|||
|
Effect of currency exchange rate changes on cash and cash equivalents
|
|
|
|
(
|
)
|
|
|
|
|||
|
(Decrease) increase in cash and cash equivalents
|
(
|
)
|
|
(
|
)
|
|
|
|
|||
|
Cash and cash equivalents, beginning of period
|
|
|
|
|
|
|
|
|
|||
|
Cash and cash equivalents, end of period
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
Supplemental disclosures of cash flow information:
|
|
|
|
|
|
||||||
|
Cash paid for income taxes, net of refunds
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
Cash paid for interest on note and credit arrangements
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
Supplemental disclosure of non-cash investing activities:
|
|
|
|
|
|
||||||
|
Property and equipment purchases unpaid and included in accounts payable
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
•
|
Goodwill and indefinite-lived intangible assets, which are subject to an impairment assessment on an annual basis or more frequently if events occur or circumstances change that would more likely than not reduce their fair values below carrying values. Such impairment assessment requires judgment based on market and operational conditions at the time it is conducted since it is based on estimates and assumptions related to determining fair values of reporting units and indefinite-lived intangible assets, including future expected cash flow projections, discount and royalty rates, as well as forecasts of long term sales growth rates (please refer to Note 7, "Goodwill and Other Intangible Assets");
|
|
•
|
Realization values of net deferred tax assets which depend on projections of future taxable income (please refer to Note 9, "Income Taxes");
|
|
•
|
Contingent liabilities, which depend on an assessment of the probability of loss occurrence and an estimate of ultimate resolution cost, that may arise from circumstances, such as legal disputes, environmental remediation, product liability claims, material commitments (please refer to Note 12, "Commitments and Contingencies") and income taxes (please refer to Note 9, "Income Taxes");
|
|
•
|
Pension and postretirement liabilities that depend on assumptions regarding participant life spans, future inflation, discount rates and return on plan assets (please refer to Note 10, "Pension Plans and Other Postretirement Benefit Plans");
|
|
•
|
Fair values of assets acquired and liabilities assumed in a business combination recognized based on the purchase method of accounting, including finite-lived intangible assets and their useful lives. Such fair value estimates depend on assumptions related to future expected cash flow projections, customer attrition rates, royalty cost savings, and appropriate discount rates used in computing present values (please refer to Note 20, "Acquisitions and Dispositions"); and
|
|
•
|
Stock-based compensation expense which requires making estimates of fair value of equity awards issued at the grant date, as well as expected forfeiture rates and awards expected to vest. Such estimates require significant judgment since they are based on the assumptions related to participant activity, market results and employee voluntary termination behavior. Additionally, the Company makes estimates related to the likelihood of achieving performance goals for performance-based units (the "PBUs") that vest upon the satisfaction of these goals. PBUs are remeasured during each reporting period based on the expected payout of the award. As a result, stock-based compensation expense related to these awards is subject to volatility until the payout is determined at the end of the performance period (please refer to Note 17, "Stock Incentive Plans").
|
|
|
Year Ended December 31,
|
||||||
|
(In millions)
|
2019
|
|
2018
|
||||
|
Lease revenue
(1)
:
|
|
|
|
||||
|
Lease payments revenue
|
$
|
|
|
|
$
|
|
|
|
Variable lease revenue
|
|
|
|
|
|
||
|
Total lease revenue
|
$
|
|
|
|
$
|
|
|
|
|
|
|
|
||||
|
Service revenue
(2)
:
|
|
|
|
||||
|
Fixed installation revenue
|
$
|
|
|
|
$
|
|
|
|
Variable revenue
|
|
|
|
|
|
||
|
Total service revenue
|
$
|
|
|
|
$
|
|
|
|
Total revenue
|
$
|
|
|
|
$
|
|
|
|
(1)
|
Lease revenue consists of dispensers lease revenue, as well as an allocated portion of VERIFI® fixed fees and variable slump management fees. Lease revenue is included within "Net Sales" in the Consolidated Statements of Operations.
|
|
(2)
|
Service revenue consists of an allocated portion of VERIFI® fixed fees and variable slump management fees. Service revenue is included within "Net Sales" in the Consolidated Statements of Operations.
|
|
|
December 31,
|
||||||
|
(In millions)
|
2019
|
|
2018
|
||||
|
Raw materials
|
$
|
|
|
|
$
|
|
|
|
In process
|
|
|
|
|
|
||
|
Finished products and other
|
|
|
|
|
|
||
|
Total inventories
|
$
|
|
|
|
$
|
|
|
|
(In millions)
|
|
December 31, 2019
|
||
|
Derivative asset
(1)
:
|
|
|
||
|
Foreign exchange forward contracts
|
|
$
|
|
|
|
(1)
|
The fair value of derivative instruments is measured based on expected future cash flows discounted at market interest rates using observable market inputs and classified as Level 2 within the fair value hierarchy. Fair value of derivative assets is recorded within "Other Current Assets" and "Other Assets" in the Consolidated Balance Sheets.
|
|
|
Year Ended December 31,
|
||||||
|
(In millions)
|
2019
|
||||||
|
|
Other expenses (income), net
|
|
Currency Translation Adjustments
(1)
|
||||
|
Gain on foreign exchange forward contracts
|
$
|
|
|
|
$
|
|
|
|
(1)
|
The amount is presented net of tax liability of
$
|
|
|
December 31,
|
||||||
|
(In millions)
|
2019
|
|
2018
|
||||
|
Land
|
$
|
|
|
|
$
|
|
|
|
Buildings
|
|
|
|
|
|
||
|
Machinery, equipment and other
|
|
|
|
|
|
||
|
Information technology and equipment
|
|
|
|
|
|
||
|
Projects under construction
|
|
|
|
|
|
||
|
Properties and equipment, gross
|
|
|
|
|
|
||
|
Accumulated depreciation
|
(
|
)
|
|
(
|
)
|
||
|
Properties and equipment, net
|
$
|
|
|
|
$
|
|
|
|
|
Year Ended December 31,
|
||
|
(In millions)
|
2019
|
||
|
Operating lease expense
|
$
|
|
|
|
Variable lease expense
|
|
|
|
|
Short-term lease expense
|
|
|
|
|
Total lease expense
|
$
|
|
|
|
(In millions)
|
|
Amount
|
||
|
2020
|
|
$
|
|
|
|
2021
|
|
|
|
|
|
2022
|
|
|
|
|
|
2023
|
|
|
|
|
|
2024
|
|
|
|
|
|
Thereafter
|
|
|
|
|
|
Total undiscounted lease payments
|
|
|
|
|
|
Less: imputed interest
|
|
(
|
)
|
|
|
Present value of lease payments
|
|
$
|
|
|
|
Less: operating lease obligations payable within one year
|
|
(
|
)
|
|
|
Long-term operating lease obligations
|
|
$
|
|
|
|
(In millions)
|
Amount
|
||
|
Cash paid for amounts included in the measurement of lease liabilities:
|
|
||
|
Operating cash flows from operating leases
|
$
|
|
|
|
Operating lease right of use assets obtained in exchange for new lease obligations:
|
|
||
|
Upon adoption of Topic 842, as of January 1, 2019
|
$
|
|
|
|
During the remainder of 2019
|
|
|
|
|
Total
|
$
|
|
|
|
(In millions)
|
|
|
||
|
Year ending December 31,
|
|
Amount
|
||
|
2019
|
|
$
|
|
|
|
2020
|
|
|
|
|
|
2021
|
|
|
|
|
|
2022
|
|
|
|
|
|
2023
|
|
|
|
|
|
Thereafter
|
|
|
|
|
|
Total
|
|
$
|
|
|
|
(In millions)
|
SCC
|
|
SBM
|
|
Total
GCP |
||||||
|
Balance, December 31, 2017
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
Foreign currency translation
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|||
|
Acquisitions
|
|
|
|
|
|
|
|
|
|||
|
Balance, December 31, 2018
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
Foreign currency translation
|
(
|
)
|
|
|
|
|
|
|
|||
|
Balance, December 31, 2019
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
|
December 31, 2019
|
|
December 31, 2018
|
||||||||||||||||||||
|
(In millions)
|
Gross Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net Book Value
|
|
Gross Carrying
Amount |
|
Accumulated
Amortization |
|
Net Book Value
|
||||||||||||
|
Customer relationships
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
Technology
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
Trademarks
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
Other
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
Total
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
(In millions)
|
Amount
|
||
|
Year ending December 31,
|
|
||
|
2020
|
$
|
|
|
|
2021
|
|
|
|
|
2022
|
|
|
|
|
2023
|
|
|
|
|
2024
|
|
|
|
|
Thereafter
|
|
|
|
|
Total
|
$
|
|
|
|
|
Year Ended December 31,
|
||||||
|
(In millions)
|
2019
|
|
2018
|
||||
|
5.5% Senior Notes due in 2026, net of unamortized debt issuance costs of $3.9 million and $4.4 million, respectively, at December 31, 2019 and 2018
|
$
|
|
|
|
$
|
|
|
|
Revolving credit facility due in 2023(1)
|
|
|
|
|
|
||
|
Other borrowings(2)
|
|
|
|
|
|
||
|
Total debt
|
|
|
|
|
|
||
|
Less debt payable within one year
|
|
|
|
|
|
||
|
Debt payable after one year
|
$
|
|
|
|
$
|
|
|
|
Weighted average interest rates on total debt obligations outstanding
|
|
%
|
|
|
%
|
||
|
(1)
|
Represents borrowings under the Revolving Credit Facility with an aggregate principal amount of
$
|
|
(2)
|
Represents borrowings of $
|
|
(In millions)
|
|
||
|
Year ending December 31,
|
Amount
|
||
|
2020
|
$
|
|
|
|
2021
|
|
|
|
|
2022
|
|
|
|
|
2023
|
|
|
|
|
2024
|
|
|
|
|
Thereafter
|
|
|
|
|
Total debt
|
$
|
|
|
|
|
December 31, 2019
|
|
December 31, 2018
|
||||||||||||
|
(In millions)
|
Carrying Amount
|
|
Fair Value
|
|
Carrying Amount
|
|
Fair Value
|
||||||||
|
5.5% Senior Notes due in 2026
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
Other borrowings
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
Total debt
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
|
Year Ended December 31,
|
||||||||||
|
(In millions)
|
2019
|
|
2018
|
|
2017
|
||||||
|
Income (loss) before income taxes:
|
|
|
|
|
|
||||||
|
Domestic
|
$
|
|
|
|
$
|
|
|
|
$
|
(
|
)
|
|
Foreign
|
|
|
|
|
|
|
(
|
)
|
|||
|
Total
|
$
|
|
|
|
$
|
|
|
|
$
|
(
|
)
|
|
(Benefit) provision for income taxes:
|
|
|
|
|
|
||||||
|
Federal—current
|
$
|
(
|
)
|
|
$
|
|
|
|
$
|
|
|
|
Federal—deferred
|
|
|
|
(
|
)
|
|
|
|
|||
|
State and local—current
|
|
|
|
(
|
)
|
|
(
|
)
|
|||
|
State and local—deferred
|
(
|
)
|
|
(
|
)
|
|
|
|
|||
|
Foreign—current
|
|
|
|
|
|
|
|
|
|||
|
Foreign—deferred
|
(
|
)
|
|
(
|
)
|
|
|
|
|||
|
Total
|
$
|
(
|
)
|
|
$
|
|
|
|
$
|
|
|
|
|
Year Ended December 31,
|
||||||||||
|
(In millions)
|
2019
|
|
2018
|
|
2017
|
||||||
|
Tax provision (benefit) at U.S. federal income tax rate
|
$
|
|
|
|
$
|
|
|
|
$
|
(
|
)
|
|
Change in provision resulting from:
|
|
|
|
|
|
||||||
|
Deconsolidation of Venezuela
(1)
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
Devaluation in Venezuela
|
|
|
|
|
|
|
|
|
|||
|
2017 Tax Act
|
|
|
|
(
|
)
|
|
|
|
|||
|
Recognition of outside basis differences
|
(
|
)
|
|
|
|
|
(
|
)
|
|||
|
U.S. foreign income inclusions
|
|
|
|
|
|
|
|
|
|||
|
Effect of tax rates in foreign jurisdictions
|
|
|
|
|
|
|
(
|
)
|
|||
|
Valuation allowance
|
|
|
|
|
|
|
|
|
|||
|
State and local income taxes, net
|
|
|
|
|
|
|
(
|
)
|
|||
|
Return to provision – change in estimate
|
(
|
)
|
|
(
|
)
|
|
|
|
|||
|
Nondeductible expenses and non-taxable items
|
|
|
|
|
|
|
|
|
|||
|
U.S. foreign income tax credits
|
(
|
)
|
|
(
|
)
|
|
|
|
|||
|
Research and other state credits
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|||
|
Unrecognized tax benefits (2)
|
(
|
)
|
|
|
|
|
(
|
)
|
|||
|
Equity compensation
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|||
|
Other
|
|
|
|
|
|
|
(
|
)
|
|||
|
(Benefit) provision for income taxes
|
$
|
(
|
)
|
|
$
|
|
|
|
$
|
|
|
|
(1)
|
Amount in 2017 is offset by the benefit resulting from outside basis differences primarily in Mexico and Venezuela, which is included in the table above in "Recognition of outside basis differences."
|
|
(2)
|
Amounts in 2018 and 2019 are primarily related to an unrecognized tax benefit increase of
$
|
|
(In millions)
|
December 31, 2019
|
|
December 31, 2018
|
||||
|
Deferred tax assets:
|
|
|
|
||||
|
Foreign net operating loss carryforwards
|
$
|
|
|
|
$
|
|
|
|
Research and development
|
|
|
|
|
|
||
|
Reserves and allowances
|
|
|
|
|
|
||
|
Pension benefits
|
|
|
|
|
|
||
|
Intangible assets/goodwill
|
|
|
|
|
|
||
|
Stock compensation
|
|
|
|
|
|
||
|
Interest Limitation Carryover
|
|
|
|
|
|
||
|
Operating Lease Obligations
|
|
|
|
—
|
|
||
|
Foreign tax credit carryforwards
|
|
|
|
|
|
||
|
Other
|
|
|
|
|
|
||
|
Total deferred tax assets
|
|
|
|
|
|
||
|
Deferred tax liabilities:
|
|
|
|
|
|||
|
Properties and equipment
|
(
|
)
|
|
(
|
)
|
||
|
Other
|
(
|
)
|
|
(
|
)
|
||
|
Operating Lease Right of Use
|
(
|
)
|
|
—
|
|
||
|
Intangible assets/goodwill
|
(
|
)
|
|
|
|
||
|
Outside basis difference in Verifi
®
|
(
|
)
|
|
(
|
)
|
||
|
Total deferred tax liabilities
|
(
|
)
|
|
(
|
)
|
||
|
Valuation Allowance:
|
|
|
|
||||
|
Foreign net operating loss carryforwards
|
(
|
)
|
|
(
|
)
|
||
|
Foreign tax credit carryforwards
|
(
|
)
|
|
|
|
||
|
Total Valuation Allowance
|
(
|
)
|
|
(
|
)
|
||
|
Net deferred tax assets
|
$
|
|
|
|
$
|
|
|
|
(In millions)
|
Unrecognized
Tax Benefits
|
||
|
Balance, December 31, 2016
|
$
|
|
|
|
Additions for prior year tax positions
|
|
|
|
|
Additions for current year tax positions
|
|
|
|
|
Reductions for expirations of statute of limitations
|
(
|
)
|
|
|
Reductions for prior year tax positions and reclassifications
|
(
|
)
|
|
|
Balance, December 31, 2017
|
$
|
|
|
|
Additions for prior year tax positions
|
|
|
|
|
Additions for current year tax positions
|
|
|
|
|
Reductions for expirations of statute of limitations
|
(
|
)
|
|
|
Reductions for prior year tax positions and reclassifications
|
(
|
)
|
|
|
Balance, December 31, 2018
|
$
|
|
|
|
Additions for prior year tax positions
|
|
|
|
|
Additions for current year tax positions
|
|
|
|
|
Reductions for expirations of statute of limitations
|
(
|
)
|
|
|
Reductions for prior year tax positions and reclassifications
|
(
|
)
|
|
|
Balance, December 31, 2019
|
$
|
|
|
|
(In millions)
|
December 31,
2019 |
|
December 31,
2018 |
||||
|
Overfunded defined benefit pension plans
|
$
|
|
|
|
$
|
|
|
|
Long-term pension liabilities:
|
|
|
|
||||
|
Underfunded defined benefit pension plans
|
(
|
)
|
|
(
|
)
|
||
|
Unfunded defined benefit pension plans
|
(
|
)
|
|
(
|
)
|
||
|
Total long-term pension liabilities related to underfunded and unfunded defined benefit pension plans
|
(
|
)
|
|
(
|
)
|
||
|
Pension liabilities included in other current liabilities
|
(
|
)
|
|
(
|
)
|
||
|
Net funded status
|
$
|
(
|
)
|
|
$
|
(
|
)
|
|
(In millions) |
|
Year Ended December 31, 2017
|
||
|
Net curtailment gains:
|
|
|
||
|
Plan amendments
|
|
$
|
|
|
|
Restructuring activities
|
|
|
|
|
|
Total net curtailment gains from continuing operations
|
|
$
|
|
|
|
Total net curtailment gains from discontinued operations
|
|
|
|
|
|
Total net curtailment gains
|
|
$
|
|
|
|
|
|
Year Ended December 31,
|
||||||||||
|
(In millions) |
|
2019
|
|
2018
|
|
2017
|
||||||
|
Total MTM (losses) gains
|
|
$
|
(
|
)
|
|
$
|
|
|
|
$
|
(
|
)
|
|
|
|
Year Ended December 31,
|
||||||||||
|
(In millions) |
|
2019
|
|
2018
|
|
2017
|
||||||
|
Net curtailment gains:
|
|
|
|
|
|
|
||||||
|
Total net curtailment gains from continuing operations
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
Total net curtailment gains from discontinued operations(1)
|
|
|
|
|
|
|
|
|
|
|||
|
Total net curtailment gains
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
(1)
|
During the year ended December 31, 2019, the Company recognized a curtailment gain of
$
|
|
|
|
Year Ended December 31,
|
||||||||||
|
(In millions) |
|
2019
|
|
2018
|
|
2017
|
||||||
|
Total MTM (losses) gains from continuing operations
|
|
$
|
(
|
)
|
|
$
|
|
|
|
$
|
|
|
|
Total MTM gains from discontinued operations
|
|
|
|
|
|
|
|
|
|
|||
|
Total MTM (losses) gains
|
|
$
|
(
|
)
|
|
$
|
|
|
|
$
|
|
|
|
|
Defined Benefit Pension Plans
|
||||||||||||||||||||||
|
(In millions) |
U.S.
|
|
Non-U.S.
|
|
Total
|
||||||||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
|||||||||||||
|
Change in Projected Benefit Obligation:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Benefit obligation at beginning of year
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
Service cost
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
Interest cost
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
Amendments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
Settlements/curtailments
|
|
|
|
|
|
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
||||||
|
Actuarial loss (gain)
|
|
|
|
(
|
)
|
|
|
|
|
(
|
)
|
|
|
|
|
(
|
)
|
||||||
|
Benefits paid
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
||||||
|
Currency exchange translation adjustments
|
|
|
|
|
|
|
|
|
|
(
|
)
|
|
|
|
|
(
|
)
|
||||||
|
Benefit obligation at end of year
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
Change in Plan Assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Fair value of plan assets at beginning of year
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
Actual return on plan assets
|
|
|
|
(
|
)
|
|
|
|
|
(
|
)
|
|
|
|
|
(
|
)
|
||||||
|
Employer contributions
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
Settlements
|
|
|
|
|
|
|
|
|
|
(
|
)
|
|
|
|
|
(
|
)
|
||||||
|
Benefits paid
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
||||||
|
Currency exchange translation adjustments
|
|
|
|
|
|
|
|
|
|
(
|
)
|
|
|
|
|
(
|
)
|
||||||
|
Fair value of plan assets at end of year
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
Funded status at end of year (PBO basis)
|
$
|
(
|
)
|
|
$
|
(
|
)
|
|
$
|
|
|
|
$
|
|
|
|
$
|
(
|
)
|
|
$
|
(
|
)
|
|
Amounts recognized in the Consolidated Balance Sheets:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Non-current assets
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
Current liabilities
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
||||||
|
Non-current liabilities
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
||||||
|
Non-current liabilities held-for-sale
|
|
|
|
|
|
|
|
|
|
(
|
)
|
|
|
|
|
(
|
)
|
||||||
|
Net amount recognized
|
$
|
(
|
)
|
|
$
|
(
|
)
|
|
$
|
|
|
|
$
|
|
|
|
$
|
(
|
)
|
|
$
|
(
|
)
|
|
Amounts recognized in Accumulated Other Comprehensive Loss:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Prior service credit
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
Net amount recognized
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
|
Defined Benefit Pension Plans
|
||||||||||
|
|
U.S.
|
|
Non-U.S.
|
||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
|||||
|
Weighted Average Assumptions Used to Determine Benefit Obligations as of December 31:
|
|
|
|
|
|
|
|
||||
|
Discount rate
|
|
%
|
|
|
%
|
|
|
%
|
|
|
%
|
|
Rate of compensation increase
|
|
%
|
|
|
%
|
|
|
%
|
|
|
%
|
|
Weighted Average Assumptions Used to Determine Net Periodic Benefit Cost for Years Ended December 31:
|
|
|
|
|
|
|
|
|
|
||
|
Discount rate
|
|
%
|
|
|
%
|
|
|
%
|
|
|
%
|
|
Expected return on plan assets
|
|
%
|
|
|
%
|
|
|
%
|
|
|
%
|
|
Rate of compensation increase
|
|
%
|
|
|
%
|
|
|
%
|
|
|
%
|
|
(In millions)
|
Year Ended December 31,
|
||||||||||||||||||||||
|
Components of Net Periodic Benefit Cost (Income) and Other Amounts Recognized in Other Comprehensive (Income) Loss
|
2019
|
|
2018
|
|
2017
|
||||||||||||||||||
|
|
U.S.
|
|
Non-U.S.
|
|
U.S.
|
|
Non-U.S.
|
|
U.S.
|
|
Non-U.S.
|
||||||||||||
|
Net Periodic Benefit Cost (Income):
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Service cost(1)
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
Interest cost
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
Expected return on plan assets
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
||||||
|
Amortization of prior service cost
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
Gain on termination, curtailment and settlement of pension plans
|
|
|
|
(
|
)
|
|
|
|
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
||||||
|
Pension mark-to-market adjustment
|
|
|
|
|
|
|
(
|
)
|
|
(
|
)
|
|
|
|
|
(
|
)
|
||||||
|
Net periodic benefit cost (income)
|
$
|
|
|
|
$
|
|
|
|
$
|
(
|
)
|
|
$
|
|
|
|
$
|
|
|
|
$
|
(
|
)
|
|
Less: Net periodic benefit income from discontinued operations
|
|
|
|
(
|
)
|
|
|
|
|
|
|
|
(
|
)
|
|
(
|
)
|
||||||
|
Net periodic benefit cost (income) from continuing operations
|
$
|
|
|
|
$
|
|
|
|
$
|
(
|
)
|
|
$
|
|
|
|
$
|
|
|
|
$
|
(
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Other Changes in Plan Assets and Benefit Obligations Recognized in Other Comprehensive Loss (Income):
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Net prior service cost (credit)
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
(
|
)
|
|
Amortization of prior service cost
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
Total recognized in other comprehensive (income) loss
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
(
|
)
|
|
Total recognized in net periodic benefit cost (income) and other comprehensive (income) loss
|
$
|
|
|
|
$
|
|
|
|
$
|
(
|
)
|
|
$
|
|
|
|
$
|
|
|
|
$
|
(
|
)
|
|
(1)
|
Service cost component of net periodic benefit cost (income) is included in "Selling, general and administrative expenses" and "Cost of goods sold" in the Consolidated Statements of Operations. All other components of net periodic benefit cost (income) are presented in "Other expenses (income), net," within the Consolidated Statements of Operations.
|
|
(In millions)
|
Pension Plans
|
|
Total
Payments |
||||||||
|
|
U.S.
|
|
Non-U.S.(1)
|
|
|||||||
|
Year ending December 31,
|
Benefit
Payments |
|
Benefit
Payments |
|
|||||||
|
2020
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
2021
|
|
|
|
|
|
|
|
|
|||
|
2022
|
|
|
|
|
|
|
|
|
|||
|
2023
|
|
|
|
|
|
|
|
|
|||
|
2024
|
|
|
|
|
|
|
|
|
|||
|
2025 - 2029
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
(1)
|
Non-U.S. estimated benefit payments for
2020
and future periods have been translated at the applicable
December 31, 2019
exchange rates.
|
|
•
|
Liability hedging portfolio
: primarily invested in intermediate-term and long-term investment grade corporate bonds in actively managed strategies.
|
|
•
|
Growth portfolio
: invested in a diversified set of assets designed to deliver performance in excess of the underlying liabilities with controls regarding the level of risk.
|
|
•
|
U.S. equity securities- the portfolio contains domestic equities, a portion of which are passively managed and benchmarked to the S&P 500 and Russell 2000 and the remainder of which is allocated to an active portfolio benchmarked to the Russell 2000.
|
|
•
|
Non-U.S. equity securities- the portfolio contains non-U.S. equities in an actively managed strategy. Currency futures and forward contracts may be held for the sole purpose of hedging existing currency risk in the portfolio.
|
|
•
|
Other investments- may include (a) high yield bonds - fixed income portfolio of securities below investment grade; and (b) bank loans and other floating-rate securities. These portfolios combine income generation and capital appreciation opportunities from developed markets globally.
|
|
•
|
Liquidity portfolio
: invested in short-term assets intended to pay periodic plan benefits and expenses.
|
|
|
Target
Allocation |
|
Actual Allocation of Plan Assets
December 31, |
|||||
|
U.S. Qualified Pension Plans Asset Category:
|
2019
|
|
2019
|
|
2018
|
|||
|
U.S. equity securities
|
|
%
|
|
|
%
|
|
|
%
|
|
Non-U.S. equity securities
|
|
%
|
|
|
%
|
|
|
%
|
|
Debt securities
|
|
%
|
|
|
%
|
|
|
%
|
|
Other investments
|
|
%
|
|
|
%
|
|
|
%
|
|
Total
|
|
%
|
|
|
%
|
|
|
%
|
|
|
Fair Value Measurements at December 31, 2019, Using
|
||||||||||||||
|
(In millions) |
Total
|
|
Quoted Prices in Active Markets for Identical Assets or Liabilities
(Level 1) |
|
Significant Other Observable Inputs
(Level 2) |
|
Significant Unobservable Inputs
(Level 3) |
||||||||
|
U.S. equity group trust funds
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
Non-U.S. equity group trust funds
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
Corporate bond group trust funds
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
Other fixed income group trust funds
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
Common/collective trust funds
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
Total Assets
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
|
Fair Value Measurements at December 31, 2018, Using
|
||||||||||||||
|
(In millions) |
Total
|
|
Quoted Prices in Active Markets for Identical Assets or Liabilities
(Level 1) |
|
Significant Other Observable Inputs
(Level 2) |
|
Significant Unobservable Inputs
(Level 3) |
||||||||
|
U.S. equity group trust funds
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
Non-U.S. equity group trust funds
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
Corporate bond group trust funds
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
Other fixed income group trust funds
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
Common/collective trust funds
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
Total Assets
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
|
Target
Allocation |
|
Actual Allocation of Plan Assets
December 31, |
|||||
|
United Kingdom Pension Plan Asset Category:
|
2019
|
|
2019
|
|
2018
|
|||
|
Diversified growth funds
|
|
%
|
|
|
%
|
|
|
%
|
|
Return-seeking fixed income investment
|
|
%
|
|
|
%
|
|
|
%
|
|
U.K. gilts
|
|
%
|
|
|
%
|
|
|
%
|
|
U.K. corporate bonds
|
|
%
|
|
|
%
|
|
|
%
|
|
Insurance contracts
|
|
%
|
|
|
%
|
|
|
%
|
|
Total
|
|
%
|
|
|
%
|
|
|
%
|
|
|
Fair Value Measurements at December 31, 2019, Using
|
||||||||||||||
|
(In millions)
|
Total
|
|
Quoted Prices in Active Markets for Identical Assets or Liabilities
(Level 1) |
|
Significant Other Observable Inputs
(Level 2) |
|
Significant Unobservable Inputs
(Level 3) |
||||||||
|
Common/collective trust funds
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
Government and agency securities
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
Corporate bonds
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
Insurance contracts and other investments(1)
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
Cash
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
Total Assets
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
(1)
|
At December 31, 2019, the fair value of the insurance contract has been determined using a discounted cash flow approach that maximizes observable inputs, such as current yields on similar instruments, but includes adjustments for certain risks that may not be observable, such as credit and liquidity risks.
|
|
|
Fair Value Measurements at December 31, 2018, Using
|
||||||||||||||
|
(In millions)
|
Total
|
|
Quoted Prices in Active Markets for Identical Assets or Liabilities
(Level 1) |
|
Significant Other Observable Inputs
(Level 2) |
|
Significant Unobservable Inputs
(Level 3) |
||||||||
|
Common/collective trust funds
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
Government and agency securities
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
Corporate bonds
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
Insurance contracts and other investments(1)
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
Cash
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
Total Assets
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
(1)
|
At December 31, 2018, the fair value of the insurance contract has been determined using a discounted cash flow approach that maximizes observable inputs, such as current yields on similar instruments, but includes adjustments for certain risks that may not be observable, such as credit and liquidity risks.
|
|
(In millions)
|
Insurance Contracts
|
||
|
Balance, December 31, 2017
|
$
|
|
|
|
Actual return on plan assets
|
|
|
|
|
Transfers out for benefits paid
|
(
|
)
|
|
|
Currency exchange translation adjustments
|
(
|
)
|
|
|
Balance, December 31, 2018
|
$
|
|
|
|
Actual return on plan assets
|
|
|
|
|
Transfers out for premium
|
(
|
)
|
|
|
Currency exchange translation adjustments
|
|
|
|
|
Balance, December 31, 2019
|
$
|
|
|
|
(In millions)
|
December 31,
2019 |
|
December 31,
2018 |
||||
|
Other Current Assets:
|
|
|
|
||||
|
Non-trade receivables
|
$
|
|
|
|
$
|
|
|
|
Prepaid expenses and other current assets
|
|
|
|
|
|
||
|
Income taxes receivable
|
|
|
|
|
|
||
|
Total other current assets
|
$
|
|
|
|
$
|
|
|
|
(In millions)
|
December 31,
2019 |
|
December 31,
2018 |
||||
|
Other Current Liabilities:
|
|
|
|
||||
|
Accrued customer volume rebates
|
$
|
|
|
|
$
|
|
|
|
Accrued compensation
(1)
|
|
|
|
|
|
||
|
Income taxes payable
|
|
|
|
|
|
||
|
Accrued interest
|
|
|
|
|
|
||
|
Restructuring liability
|
|
|
|
|
|
||
|
Pension liabilities
|
|
|
|
|
|
||
|
Other accrued liabilities
(2)
|
|
|
|
|
|
||
|
Total other current liabilities
|
$
|
|
|
|
$
|
|
|
|
(1)
|
Accrued compensation presented in the table above includes salaries and wages, as well as estimated current amounts due under the annual and long-term employee incentive programs.
|
|
(2)
|
Other accrued liabilities presented in the table above as of December 31,
2019
and
2018
include
$
|
|
•
|
Product warranties with respect to certain products sold to customers in the ordinary course of business. These warranties typically provide assurances that products will conform to their specifications. GCP accrues a general warranty liability at the time of sale based on historical experience and on a transaction-specific basis according to individual facts and circumstances. As of
December 31, 2019
and
2018
and during the periods then ended, warranty-related liabilities and the associated expenses were immaterial to the Consolidated Financial Statements.
|
|
•
|
Performance guarantees offered to customers. GCP has not established a liability for these arrangements based on historical experience.
|
|
•
|
Contracts providing for the sale of a business unit or a product line in which GCP has agreed to indemnify the buyer against certain liabilities for conditions that existed prior to the closing of the transaction, including environmental and tax liabilities.
|
|
•
|
The Tax Sharing Agreement, which may require GCP, in certain circumstances, to indemnify Grace if the Separation, together with certain related transactions, does not qualify under Section 355 and certain other relevant provisions of the Internal Revenue Code (the "Code"). If GCP is required to indemnify Grace under the Tax Sharing Agreement, it could be subject to significant tax liabilities. Please refer to Note 9, "Income Taxes", for further information on this arrangement.
|
|
|
Year Ended December 31,
|
||||||||||
|
(In millions)
|
2019
|
|
2018
|
|
2017
|
||||||
|
Severance and other employee costs
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
Facility exit costs
|
|
|
|
|
|
|
|
|
|||
|
Asset impairments
|
|
|
|
|
|
|
|
|
|||
|
Other associated costs
|
|
|
|
$
|
|
|
|
$
|
|
|
|
|
Total restructuring expenses and asset impairments
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
Less: restructuring expenses and asset impairments reflected in discontinued operations
|
|
|
|
|
|
|
|
|
|||
|
Total restructuring expenses and asset impairments from continuing operations
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
|
Year Ended December 31,
|
||||||||||
|
(In millions)
|
2019
|
|
2018
|
|
2017
|
||||||
|
SCC
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
SBM
|
|
|
|
|
|
|
|
|
|||
|
Corporate
|
|
|
|
|
|
|
|
|
|||
|
Total restructuring expenses and asset impairments from continuing operations
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
Restructuring expenses and asset impairments reflected in discontinued operations
|
|
|
|
|
|
|
|
|
|||
|
Total restructuring expenses and asset impairments
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
|
2019 Plan
|
|
2019 Phase 2 Plan
|
|
2018 Plan
|
|
2017 Plan
|
|
|
|
|
||||||||||||||||||||||||
|
(In millions)
|
Severance and other employee costs
|
|
Severance and other employee costs
|
|
Severance and other employee costs
|
|
Facility exit costs
|
|
Other Costs
|
|
Severance and other employee costs
|
|
Facility exit costs
|
|
Other plans
|
|
Total
|
||||||||||||||||||
|
Balance, December 31, 2016
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
Expenses
(1)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
Payments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(
|
)
|
|
|
|
|
(
|
)
|
|
(
|
)
|
|||||||||
|
Impact of foreign currency and other
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
Balance, December 31, 2017
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
Expenses
(1)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(
|
)
|
|
|
|
|
|
|
|
|
|
|||||||||
|
Payments
|
|
|
|
|
|
|
(
|
)
|
|
(
|
)
|
|
|
|
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|||||||||
|
Impact of foreign currency and other
|
|
|
|
|
|
|
(
|
)
|
|
|
|
|
|
|
|
(
|
)
|
|
|
|
|
|
|
|
(
|
)
|
|||||||||
|
Balance, December 31, 2018
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
Expenses
(1)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
Payments
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|
|
|
|
(
|
)
|
|
(
|
)
|
|||||||||
|
Impact of foreign currency and other
|
|
|
|
|
|
|
(
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(
|
)
|
|
(
|
)
|
|||||||||
|
Balance, December 31, 2019
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
(1)
|
Asset impairment charges of
$
|
|
|
Year Ended December 31, 2019
|
||||||||||
|
(In millions)
|
Pre-Tax Amount
|
|
Tax Benefit/(Expense)
|
|
After-Tax Amount
|
||||||
|
Defined benefit pension and other postretirement plans:
|
|
|
|
|
|
||||||
|
Net unrealized actuarial loss and prior service cost
|
$
|
(
|
)
|
|
$
|
|
|
|
$
|
(
|
)
|
|
Benefit plans, net
|
(
|
)
|
|
|
|
|
(
|
)
|
|||
|
Currency translation adjustments
(1)
|
|
|
|
(
|
)
|
|
|
|
|||
|
Loss from hedging activities
|
(
|
)
|
|
|
|
|
(
|
)
|
|||
|
Other comprehensive income attributable to GCP shareholders
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
|
Year Ended December 31, 2018
|
||||||||||
|
(In millions)
|
Pre-Tax Amount
|
|
Tax Benefit/(Expense)
|
|
After-Tax Amount
|
||||||
|
Defined benefit pension and other postretirement plans:
|
|
|
|
|
|
|
|||||
|
Assumption of net prior service cost
|
$
|
(
|
)
|
|
$
|
|
|
|
$
|
(
|
)
|
|
Benefit plans, net
|
(
|
)
|
|
|
|
|
(
|
)
|
|||
|
Currency translation adjustments
|
(
|
)
|
|
|
|
|
(
|
)
|
|||
|
Gain from hedging activities
|
|
|
|
|
|
|
|
|
|||
|
Other comprehensive loss attributable to GCP shareholders
|
$
|
(
|
)
|
|
$
|
|
|
|
$
|
(
|
)
|
|
|
Year Ended December 31, 2017
|
||||||||||
|
(In millions)
|
Pre-Tax
Amount |
|
Tax (Expense)/Benefit
|
|
After-Tax
Amount |
||||||
|
Defined benefit pension and other postretirement plans:
|
|
|
|
|
|
|
|||||
|
Amortization of net prior service credit
|
$
|
(
|
)
|
|
$
|
|
|
|
$
|
(
|
)
|
|
Assumption of net prior service credit
|
|
|
|
(
|
)
|
|
|
|
|||
|
Benefit plans, net
|
|
|
|
(
|
)
|
|
|
|
|||
|
Currency translation adjustments
|
|
|
|
|
|
|
|
|
|||
|
Loss from hedging activities
|
(
|
)
|
|
|
|
|
(
|
)
|
|||
|
Other comprehensive income attributable to GCP shareholders
|
$
|
|
|
|
$
|
(
|
)
|
|
$
|
|
|
|
(1)
|
Currency translation adjustments are presented net of income tax expense related to the net investment hedge, as discussed in Note 4, "Derivative Instruments."
|
|
|
Defined Benefit Pension and Other Postretirement Plans
|
|
Currency Translation Adjustments
|
|
Hedging Activities
|
|
Total
|
||||||||
|
(In millions)
|
|||||||||||||||
|
Balance, December 31, 2018
|
$
|
(
|
)
|
|
$
|
(
|
)
|
|
$
|
|
|
|
$
|
(
|
)
|
|
Current-period other comprehensive income (loss)
|
(
|
)
|
|
|
|
|
(
|
)
|
|
|
|
||||
|
Balance, December 31, 2019
|
$
|
(
|
)
|
|
$
|
(
|
)
|
|
$
|
(
|
)
|
|
$
|
(
|
)
|
|
(In millions)
|
Defined Benefit Pension and Other Postretirement Plans
|
|
Currency Translation Adjustments
|
|
Hedging Activities
|
|
Total
|
||||||||
|
Balance, December 31, 2017
|
$
|
|
|
|
$
|
(
|
)
|
|
$
|
(
|
)
|
|
$
|
(
|
)
|
|
Other comprehensive (loss) income before reclassifications
|
(
|
)
|
|
(
|
)
|
|
|
|
|
(
|
)
|
||||
|
Amounts reclassified from accumulated other comprehensive income
|
|
|
|
|
|
|
(
|
)
|
|
(
|
)
|
||||
|
Net current-period other comprehensive (loss) income
|
(
|
)
|
|
(
|
)
|
|
|
|
|
(
|
)
|
||||
|
Balance, December 31, 2018
|
$
|
(
|
)
|
|
$
|
(
|
)
|
|
$
|
|
|
|
$
|
(
|
)
|
|
(In millions) |
Defined Benefit Pension and Other Postretirement Plans
|
|
Currency Translation Adjustments
|
|
Hedging Activities
|
|
Total
|
||||||||
|
Balance, December 31, 2016
|
$
|
|
|
|
$
|
(
|
)
|
|
$
|
|
|
|
$
|
(
|
)
|
|
Other comprehensive income (loss) before reclassifications
|
|
|
|
|
|
|
(
|
)
|
|
|
|
||||
|
Amounts reclassified from accumulated other comprehensive income
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
Net current-period other comprehensive income (loss)
|
|
|
|
|
|
|
(
|
)
|
|
|
|
||||
|
Balance, December 31, 2017
|
$
|
|
|
|
$
|
(
|
)
|
|
$
|
(
|
)
|
|
$
|
(
|
)
|
|
|
Year Ended December 31,
|
||||
|
Assumptions used to calculate expense for stock options:
|
2019
|
|
2018
|
|
2017
|
|
Risk-free interest rate
|
1.70 -2.64%
|
|
2.68 - 2.80%
|
|
1.83 - 2.11%
|
|
Average life of options (years)
|
5.5 - 6.5
|
|
5.5 - 6.5
|
|
5.5 - 6.5
|
|
Volatility
|
28.02 - 28.59%
|
|
27.91 - 30.65%
|
|
31.42 - 31.96%
|
|
Weighted average grant date fair value per stock option
|
$
|
|
$
|
|
$
|
|
Stock Option Activity
|
Number Of
Shares (in thousands) |
|
Weighted
Average Exercise Price |
|
Weighted
Average Remaining Contractual Term (years) |
|
Aggregated
Intrinsic Value (in thousands) |
|||||
|
Outstanding, December 31, 2018
|
|
|
|
$
|
|
|
|
|
|
$
|
|
|
|
Options exercised
|
(
|
)
|
|
|
|
|
|
|
|
|
||
|
Options forfeited/expired/canceled
|
(
|
)
|
|
|
|
|
|
|
|
|
||
|
Options granted
|
|
|
|
|
|
|
|
|
|
|
||
|
Outstanding, December 31, 2019
|
|
|
|
$
|
|
|
|
|
|
$
|
|
|
|
Exercisable, December 31, 2019
|
|
|
|
$
|
|
|
|
|
|
$
|
|
|
|
Vested and expected to vest, December 31, 2019
|
|
|
|
$
|
|
|
|
|
|
$
|
|
|
|
RSU Activity:
|
Number Of
Shares (in thousands) |
|
Weighted
Average Grant Date Fair Value |
|||
|
Outstanding, December 31, 2018
|
|
|
|
$
|
|
|
|
RSU's settled
|
(
|
)
|
|
|
|
|
|
RSU's forfeited
|
(
|
)
|
|
|
|
|
|
RSU's granted
|
|
|
|
|
|
|
|
Outstanding, December 31, 2019
|
|
|
|
$
|
|
|
|
Expected to vest as of December 31, 2019
|
|
|
|
$
|
|
|
|
|
Year Ended December 31,
|
||||
|
Assumptions used to calculate expense for PBUs:
|
2019
|
|
2018
|
|
2017
|
|
Expected term (remaining performance period)
|
|
|
|
|
|
|
Expected volatility
|
|
|
|
|
|
|
Risk-free interest rate
|
|
|
|
|
|
|
Expected dividends
|
|
|
|
|
|
|
Correlation coefficient
|
|
|
|
|
|
|
Average correlation coefficient of constituents
|
|
|
|
|
|
|
PBU Activity:
|
Number Of
Shares (in thousands) |
|
Weighted
Average Grant Date Fair Value |
|||
|
Outstanding, December 31, 2018
|
|
|
|
$
|
|
|
|
PBU's settled
|
(
|
)
|
|
|
|
|
|
PBU's forfeited
|
(
|
)
|
|
|
|
|
|
PBU's granted
|
|
|
|
|
|
|
|
Outstanding, December 31, 2019
|
|
|
|
$
|
|
|
|
|
Year Ended December 31,
|
||||||||||
|
(In millions)
|
2019
|
|
2018
|
|
2017
|
||||||
|
Net Sales
|
|
|
|
|
|
||||||
|
Specialty Construction Chemicals
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
Specialty Building Materials
|
|
|
|
|
|
|
|
|
|||
|
Total net sales
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
Segment Operating Income
|
|
|
|
|
|
||||||
|
Specialty Construction Chemicals segment operating income
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
Specialty Building Materials segment operating income
|
|
|
|
|
|
|
|
|
|||
|
Total segment operating income
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
Depreciation and Amortization
|
|
|
|
|
|
||||||
|
Specialty Construction Chemicals
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
Specialty Building Materials
|
|
|
|
|
|
|
|
|
|||
|
Corporate
|
|
|
|
|
|
|
|
|
|||
|
Total depreciation and amortization
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
Capital Expenditures
|
|
|
|
|
|
|
|
||||
|
Specialty Construction Chemicals
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
Specialty Building Materials
|
|
|
|
|
|
|
|
|
|||
|
Corporate
|
|
|
|
|
|
|
|
|
|||
|
Total capital expenditures
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
Total Assets
|
|
|
|
|
|
||||||
|
Specialty Construction Chemicals
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
Specialty Building Materials
|
|
|
|
|
|
|
|
|
|||
|
Corporate
|
|
|
|
|
|
|
|
|
|||
|
Assets held for sale
|
|
|
|
|
|
|
|
|
|||
|
Total assets
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
|
Year Ended December 31,
|
||||||||||
|
(In millions)
|
2019
|
|
2018
|
|
2017
|
||||||
|
Total segment operating income
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
Corporate costs
(1)
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|||
|
Certain pension costs
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|||
|
Gain on Brazil tax recoveries, net
(2)
|
|
|
|
|
|
|
|
|
|||
|
Loss on sale of product line
|
|
|
|
|
|
|
(
|
)
|
|||
|
Currency and other financial losses in Venezuela
|
|
|
|
|
|
|
(
|
)
|
|||
|
Litigation settlement
|
|
|
|
|
|
|
(
|
)
|
|||
|
Legacy product, environmental and other claims
|
(
|
)
|
|
|
|
|
(
|
)
|
|||
|
Shareholder activism and other related costs
|
(
|
)
|
|
|
|
|
|
|
|||
|
Repositioning expenses
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|||
|
Restructuring expenses and asset impairments
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|||
|
Pension MTM adjustment and other related costs, net
|
(
|
)
|
|
|
|
|
(
|
)
|
|||
|
Gain on termination and curtailment of pension and other postretirement plans
|
|
|
|
|
|
|
|
|
|||
|
Third-party and other acquisition-related costs
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|||
|
Other financing costs
|
|
|
|
|
|
|
(
|
)
|
|||
|
Amortization of acquired inventory fair value adjustment
|
|
|
|
(
|
)
|
|
(
|
)
|
|||
|
Tax indemnification adjustments
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|||
|
Interest expense, net
(3)
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|||
|
Currency losses in Argentina
|
|
|
|
(
|
)
|
|
|
|
|||
|
Net income attributable to noncontrolling interests
|
|
|
|
|
|
|
|
|
|||
|
Income (loss) from continuing operations before income taxes
|
$
|
|
|
|
$
|
|
|
|
$
|
(
|
)
|
|
(1)
|
Management allocates certain corporate costs to each operating segment to the extent such costs are directly attributable to the segments. For the year ended December 31, 2017, corporate costs include approximately
$
|
|
(2)
|
Gain on Brazil tax recoveries, net primarily consists of a
$
|
|
(3)
|
Interest expense, net includes a loss of
$
|
|
|
Year Ended December 31,
|
||||||||||
|
(In millions)
|
2019
|
|
2018
|
|
2017
|
||||||
|
Specialty Construction Chemicals:
|
|
|
|
|
|
||||||
|
Concrete
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
Cement
|
|
|
|
|
|
|
|
|
|||
|
Total SCC Sales
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
Specialty Building Materials:
|
|
|
|
|
|
||||||
|
Building Envelope
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
Residential Building Products
|
|
|
|
|
|
|
|
|
|||
|
Specialty Construction Products
|
|
|
|
|
|
|
|
|
|||
|
Total SBM Sales
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
Total Sales
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
|
Year Ended December 31,
|
||||||||||
|
(In millions)
|
2019
|
|
2018
|
|
2017
|
||||||
|
Net Sales
|
|
|
|
|
|
||||||
|
United States
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
Canada and Other
|
|
|
|
|
|
|
|
|
|||
|
Total North America
|
|
|
|
|
|
|
|
|
|||
|
Europe Middle East Africa
|
|
|
|
|
|
|
|
|
|||
|
Asia Pacific
|
|
|
|
|
|
|
|
|
|||
|
Latin America
|
|
|
|
|
|
|
|
|
|||
|
Total
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
|
Year Ended December 31,
|
||||||
|
(In millions)
|
2019
|
|
2018
|
||||
|
Properties and Equipment, net
|
|
|
|
||||
|
United States
|
$
|
|
|
|
$
|
|
|
|
Canada and Other
|
|
|
|
|
|
||
|
Total North America
|
|
|
|
|
|
||
|
Europe Middle East Africa (EMEA)
|
|
|
|
|
|
||
|
Asia Pacific
|
|
|
|
|
|
||
|
Latin America
|
|
|
|
|
|
||
|
Total
|
$
|
|
|
|
$
|
|
|
|
Operating lease right-of-use assets
|
|
|
|
||||
|
United States
|
$
|
|
|
|
$
|
—
|
|
|
Canada
|
|
|
|
—
|
|
||
|
Total North America
|
|
|
|
—
|
|
||
|
Europe, Middle East, and Africa
|
|
|
|
—
|
|
||
|
Asia Pacific
|
|
|
|
—
|
|
||
|
Latin America
|
|
|
|
—
|
|
||
|
Total
|
$
|
|
|
|
$
|
—
|
|
|
Goodwill, Intangibles and Other Assets
|
|
|
|
||||
|
United States
|
$
|
|
|
|
$
|
|
|
|
Canada and Other
|
|
|
|
|
|
||
|
Total North America
|
|
|
|
|
|
||
|
Europe Middle East Africa (EMEA)
|
|
|
|
|
|
||
|
Asia Pacific
|
|
|
|
|
|
||
|
Latin America
|
|
|
|
|
|
||
|
Total
|
$
|
|
|
|
$
|
|
|
|
|
Year Ended December 31,
|
||||||||||
|
(In millions, except per share amounts)
|
2019
|
|
2018
|
|
2017
|
||||||
|
Numerators
|
|
|
|
|
|
||||||
|
Income (loss) from continuing operations attributable to GCP shareholders
|
$
|
|
|
|
$
|
(
|
)
|
|
$
|
(
|
)
|
|
Income from discontinued operations, net of income taxes
|
|
|
|
|
|
|
|
|
|||
|
Net income attributable to GCP shareholders
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
Denominators
|
|
|
|
|
|
|
|||||
|
Weighted average common shares—basic calculation
|
|
|
|
|
|
|
|
|
|||
|
Dilutive effect of employee stock awards
(1)
|
|
|
|
|
|
|
|
|
|||
|
Weighted average common shares—diluted calculation
|
|
|
|
|
|
|
|
|
|||
|
Basic earnings (loss) per share
|
|
|
|
|
|
||||||
|
Income (loss) from continuing operations attributable to GCP shareholders
|
$
|
|
|
|
$
|
(
|
)
|
|
$
|
(
|
)
|
|
Income from discontinued operations, net of income taxes
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
Net income attributable to GCP shareholders
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
Diluted earnings (loss) per share
(1)
|
|
|
|
|
|
||||||
|
Income (loss) from continuing operations attributable to GCP shareholders
|
$
|
|
|
|
$
|
(
|
)
|
|
$
|
(
|
)
|
|
Income from discontinued operations, net of income taxes
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
Net income attributable to GCP shareholders
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
(1)
|
Dilutive effect not applicable to the periods in which GCP generated a loss from continuing operations.
|
|
|
Year Ended December 31,
|
||||||
|
(In millions of shares)
|
2019
|
|
2018
|
|
2017
|
||
|
Dilutive effect:
(1)
|
|
|
|
|
|
||
|
Options
|
N/A
|
|
|
|
|
|
|
|
RSUs
|
N/A
|
|
|
|
|
|
|
|
(1)
|
N/A - Dilutive effect is included in computation of diluted earnings per share under the treasury stock method for periods in which GCP generated income from continuing operations.
|
|
(In millions)
|
Net Assets Acquired
|
||
|
Accounts receivable (approximates contractual value)
|
$
|
|
|
|
Inventories
|
|
|
|
|
Property, plant and equipment
|
|
|
|
|
Intangible assets
|
|
|
|
|
Goodwill
|
|
|
|
|
Accounts payable
|
(
|
)
|
|
|
Accrued liabilities
|
(
|
)
|
|
|
Deferred tax liabilities
|
(
|
)
|
|
|
Net assets acquired
|
$
|
|
|
|
|
Amount
(in millions)
|
|
Weighted-Average Amortization Period
(in years)
|
||
|
Customer relationships
|
$
|
|
|
|
|
|
Developed technology
|
|
|
|
|
|
|
Trademarks and trade names
|
|
|
|
|
|
|
Total
|
$
|
|
|
|
|
|
(In millions)
|
Net Assets Acquired
|
||
|
Accounts receivable
|
$
|
|
|
|
Other current assets
|
|
|
|
|
Properties and equipment
|
|
|
|
|
Goodwill
|
|
|
|
|
Intangible assets
|
|
|
|
|
Accounts payable
|
(
|
)
|
|
|
Net assets acquired
|
$
|
|
|
|
|
Amount
(In millions)
|
|
Weighted-Average Amortization Period
(in years)
|
||
|
Customer relationships
|
$
|
|
|
|
|
|
Technology
|
|
|
|
|
|
|
Trademarks
|
|
|
|
|
|
|
Total
|
$
|
|
|
|
|
|
(In millions)
|
Net Assets Acquired
|
||
|
Accounts receivable
|
$
|
|
|
|
Other current assets
|
|
|
|
|
Inventories
|
|
|
|
|
Properties and equipment
|
|
|
|
|
Goodwill
|
|
|
|
|
Intangible assets
|
|
|
|
|
Accounts payable
|
(
|
)
|
|
|
Other current liabilities
|
(
|
)
|
|
|
Other liabilities
|
(
|
)
|
|
|
Net assets acquired
|
$
|
|
|
|
|
Amount
(In millions)
|
|
Weighted-Average Amortization Period
(in years)
|
||
|
Customer relationships
|
$
|
|
|
|
|
|
Technology
|
|
|
|
|
|
|
Trademarks
|
|
|
|
|
|
|
Total
|
$
|
|
|
|
|
|
(In millions)
|
Pro forma year ended December 31, 2017 (unaudited)
|
||
|
Revenue
|
$
|
|
|
|
Loss from continuing operations
|
$
|
(
|
)
|
|
|
Year Ended December 31,
|
||||||||||
|
(In millions)
|
2019
|
|
2018
|
|
2017
|
||||||
|
Net proceeds included in gain
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
Transaction costs
|
|
|
|
|
|
|
(
|
)
|
|||
|
Net assets derecognized
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|||
|
Gain recognized before income taxes
|
|
|
|
|
|
|
|
|
|||
|
Tax effect of gain recognized
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|||
|
Gain recognized after income taxes
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
|
Year Ended December 31,
|
||||||||||
|
(In millions)
|
2019
|
|
2018
|
|
2017
|
||||||
|
Net sales
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
Cost of goods sold
|
|
|
|
|
|
|
|
|
|||
|
Gross profit
|
|
|
|
(
|
)
|
|
|
|
|||
|
Selling, general and administrative expenses
|
|
|
|
|
|
|
|
|
|||
|
Research and development expenses
|
|
|
|
|
|
|
|
|
|||
|
Restructuring expenses and asset impairments
|
|
|
|
|
|
|
|
|
|||
|
Loss in Venezuela
|
|
|
|
|
|
|
|
|
|||
|
Gain on sale of business
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|||
|
Other expenses (income), net
|
|
|
|
(
|
)
|
|
|
|
|||
|
Income from discontinued operations before income taxes
|
|
|
|
|
|
|
|
|
|||
|
Provision for income taxes
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|||
|
Less: Net income attributable to noncontrolling interests
|
|
|
|
|
|
|
(
|
)
|
|||
|
Income from discontinued operations, net of income taxes
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
(In millions)
|
December 31, 2019
|
|
December 31, 2018
|
||||
|
Trade accounts receivable
|
$
|
|
|
|
$
|
|
|
|
Inventories, net
|
|
|
|
|
|
||
|
Current assets held for sale
|
|
|
|
|
|
||
|
Properties and equipment, net
|
|
|
|
|
|
||
|
Other assets
|
|
|
|
|
|
||
|
Non-current assets held for sale
|
|
|
|
|
|
||
|
Underfunded and unfunded defined benefit pension plans
|
|
|
|
|
|
||
|
Non-current liabilities held for sale
|
$
|
|
|
|
$
|
|
|
|
|
|
Three Months Ended,
|
|
Year Ended,
|
||||||||||||||||
|
(In millions, except per share amounts)
|
|
March 31, 2019
(1)(2)
|
|
June 30, 2019
|
|
September 30, 2019
|
|
December 31, 2019
|
|
December 31, 2019
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Net sales
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
Gross profit
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
Net income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
Income from continuing operations attributable to GCP shareholders
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
Income (loss) from discontinued operations, net of income taxes
:
|
|
|
|
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|
|
|
|||||
|
Income attributable to GCP shareholders
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
Income (loss) per share
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Basic earnings (loss) per share:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Income from continuing operations attributable to GCP shareholders
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
Income (loss)
from discontinued operations, net of income taxes
|
|
$
|
|
|
|
$
|
(
|
)
|
|
$
|
(
|
)
|
|
$
|
|
|
|
$
|
|
|
|
Net income attributable to GCP shareholders
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
Diluted earnings (loss) per share
(3):
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Income from continuing operations
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
Income (loss)
from discontinued operations, net of income taxes
|
|
$
|
|
|
|
$
|
(
|
)
|
|
$
|
(
|
)
|
|
$
|
|
|
|
$
|
|
|
|
Net income attributable to GCP shareholders
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
(1)
|
During the three months ended March 31, 2019, GCP recognized a tax benefit of
$
|
|
(2)
|
During the three months ended March 31, 2019, GCP recognized an after tax gain of
$
|
|
(3)
|
Dilutive effect is only applicable to the periods during which GCP generated net income from continuing operations.
Per share results for the four quarters may differ from full-year per share results, as a separate computation of the weighted average number of shares outstanding is made for each quarter presented.
|
|
|
Three Months Ended,
|
|
Year Ended,
|
||||||||||||||||
|
(In millions, except per share amounts)
|
March 31, 2018
(2)
|
|
June 30, 2018
(1)
|
|
September 30, 2018
(2)
|
|
December 31, 2018
|
|
December 31, 2018
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Net sales
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
Gross profit
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
Net (loss) income
|
(
|
)
|
|
(
|
)
|
|
|
|
|
|
|
|
|
|
|||||
|
(Loss) income from continuing operations attributable to GCP shareholders
|
(
|
)
|
|
(
|
)
|
|
|
|
|
|
|
|
(
|
)
|
|||||
|
Income from discontinued operations, net of income taxes:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
(Loss) income attributable to GCP shareholders
|
$
|
(
|
)
|
|
$
|
(
|
)
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
(Loss) income per share:
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Basic (loss) earnings per share:
|
|
|
|
|
|
|
|
|
|
||||||||||
|
(Loss) income from continuing operations attributable to GCP shareholders
|
$
|
(
|
)
|
|
$
|
(
|
)
|
|
$
|
|
|
|
$
|
|
|
|
$
|
(
|
)
|
|
Income from discontinued operations, net of income taxes
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
Net (loss) income attributable to GCP shareholders
|
$
|
(
|
)
|
|
$
|
(
|
)
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
Diluted (loss) earnings per share
(3)
:
|
|
|
|
|
|
|
|
|
|
||||||||||
|
(Loss) income from continuing operations
|
$
|
(
|
)
|
|
$
|
(
|
)
|
|
$
|
|
|
|
$
|
|
|
|
$
|
(
|
)
|
|
Income from discontinued operations, net of income taxes
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
Net (loss) income attributable to GCP shareholders
|
$
|
(
|
)
|
|
$
|
(
|
)
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
(1)
|
GCP recognized a loss on debt refinancing of
$
|
|
(2)
|
During the three months ended March 31, 2018 and the three months ended September 30, 2018, GCP recognized an after tax gain of
$
|
|
(3)
|
Dilutive effect is only applicable to the periods during which GCP generated net income from continuing operations.
Per share results for the four quarters may differ from full-year per share results, as a separate computation of the weighted average number of shares outstanding is made for each quarter presented.
|
|
|
Balance at beginning of period
|
|
Additions charged to costs and expenses
|
|
Deductions
|
|
Other, net
(1)
|
|
Balance at end of period
|
||||||||||
|
Valuation and qualifying accounts deducted from assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Allowances for notes and accounts receivable
|
$
|
|
|
|
$
|
|
|
|
$
|
(
|
)
|
|
$
|
(
|
)
|
|
$
|
|
|
|
Inventory obsolescence reserve
|
$
|
|
|
|
|
|
|
(
|
)
|
|
|
|
|
$
|
|
|
|||
|
Valuation allowance for deferred tax assets
|
$
|
|
|
|
|
|
|
(
|
)
|
|
(
|
)
|
|
$
|
|
|
|||
|
(1)
|
Various miscellaneous adjustments against reserves and effects of currency translation.
|
|
|
Balance at beginning of period
|
|
Additions charged to costs and expenses
|
|
Deductions
(1)
|
|
Other, net
(2)
|
|
Balance at end of period
|
||||||||||
|
Valuation and qualifying accounts deducted from assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Allowances for notes and accounts receivable
|
$
|
|
|
|
$
|
|
|
|
$
|
(
|
)
|
|
$
|
(
|
)
|
|
$
|
|
|
|
Inventory obsolescence reserve
|
$
|
|
|
|
|
|
|
(
|
)
|
|
|
|
|
$
|
|
|
|||
|
Valuation allowance for deferred tax assets
|
$
|
|
|
|
|
|
|
(
|
)
|
|
(
|
)
|
|
$
|
|
|
|||
|
(1)
|
Deductions from valuation allowance for deferred tax assets include
$
|
|
(2)
|
Various miscellaneous adjustments against reserves and effects of currency translation.
|
|
|
Balance at beginning of period
|
|
Additions charged to costs and expenses
|
|
Deductions
|
|
Other, net
(1)
|
|
Balance at end of period
|
||||||||||
|
Valuation and qualifying accounts deducted from assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Allowances for notes and accounts receivable
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
Inventory obsolescence reserve
|
$
|
|
|
|
|
|
|
(
|
)
|
|
(
|
)
|
|
$
|
|
|
|||
|
Valuation allowance for deferred tax assets
|
$
|
|
|
|
|
|
|
(
|
)
|
|
|
|
|
$
|
|
|
|||
|
(1)
|
Various miscellaneous adjustments against reserves and effects of currency translation.
|
|
•
|
pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect our transactions and dispositions of our assets;
|
|
•
|
provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and
|
|
•
|
provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on our financial statements.
|
|
Plan Category
|
|
Number of securities to be issued upon exercise of outstanding options, warrants and rights (a)
(1)
|
|
Weighted-average exercise price of outstanding options, warrants and rights (b)
(2)
|
|
Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
(c)
|
||||
|
Equity compensation plans approved by security holders
|
|
1,981,727
|
|
|
$
|
22.66
|
|
|
7,893,866
|
|
|
Equity compensation plans not approved by security holders
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
Total
|
|
1,981,727
|
|
|
$
|
22.66
|
|
|
7,893,866
|
|
|
(1)
|
Under the Equity and Incentive Plan, there are
1,284,187
shares of GCP common stock to be issued upon the exercise of outstanding options,
541,702
shares to be issued upon completion of the performance period for stock-settled PBUs, based on achievement against the performance targets for PBUs granted during the year ended December 31,
2017
, and the maximum number of shares that could be earned with respect to PBUs granted during the years ended December 31,
2019
and
2018
, and
155,838
shares to be issued upon completion of the vesting period for stock-settled restricted stock unit awards (“RSUs”).
|
|
(2)
|
The calculation of weighted-average exercise price does not include outstanding PBUs and RSUs.
|
|
(1) and (2)
|
The required information is set forth in Item 8—"Financial Statements and Supplementary Data."
|
|
|
|
|
|
Incorporated by Reference
|
||||
|
Exhibit No.
|
|
Exhibit Description
|
|
Form
|
|
Exhibit
|
|
Filing Date
|
|
2.1
|
|
|
8-K
|
|
2.1
|
|
1/28/16
|
|
|
2.2
|
|
|
|
8-K
|
|
2.1
|
|
7/3/17
|
|
3.1
|
|
|
8-K
|
|
3.1
|
|
2/4/16
|
|
|
3.2
|
|
|
8-K
|
|
3.1
|
|
5/3/18
|
|
|
3.3
|
|
|
8-K
|
|
3.1
|
|
3/15/19
|
|
|
3.4
|
|
|
8-K
|
|
3.2
|
|
5/3/18
|
|
|
4.1
|
|
|
8-K
|
|
4.1
|
|
4/10/18
|
|
|
4.2
|
|
|
8-K
|
|
4.2
|
|
4/10/18
|
|
|
4.3
|
|
|
8-K
|
|
4.1
|
|
3/15/19
|
|
|
4.4
|
|
|
|
|
|
|
Filed herewith
|
|
|
10.1
|
|
|
8-K
|
|
10.1
|
|
1/28/16
|
|
|
10.2
|
|
|
8-K
|
|
10.2
|
|
1/28/16
|
|
|
10.3
|
|
|
8-K
|
|
10.3
|
|
1/28/16
|
|
|
10.4
|
|
|
8-K
|
|
10.4
|
|
1/28/16
|
|
|
10.5
|
|
|
8-K
|
|
10.5
|
|
1/28/16
|
|
|
10.6
|
|
|
8-K
|
|
10.1
|
|
2/4/16
|
|
|
|
|
|
|
Incorporated by Reference
|
||||
|
10.7
|
|
|
8-K
|
|
10.1
|
|
8/25/16
|
|
|
10.8
|
|
|
8-K
|
|
10.1
|
|
4/10/18
|
|
|
10.9
|
|
|
8-K
|
|
10.5
|
|
2/4/16
|
|
|
10.10
|
|
|
8-K
|
|
10.2
|
|
2/4/16
|
|
|
10.11
|
|
|
10-K
|
|
10.10
|
|
3/2/17
|
|
|
10.12
|
|
|
8-K
|
|
10.3
|
|
2/4/16
|
|
|
10.13
|
|
|
8-K
|
|
10.4
|
|
2/4/16
|
|
|
10.14
|
|
|
10-K
|
|
10.11
|
|
3/30/16
|
|
|
10.15
|
|
|
S-8
|
|
4.4
|
|
1/28/16
|
|
|
10.16
|
|
|
S-8
|
|
4.5
|
|
1/28/16
|
|
|
10.17
|
|
|
S-8
|
|
4.6
|
|
1/28/16
|
|
|
10.18
|
|
|
8-K
|
|
10.2
|
|
2/11/16
|
|
|
10.19
|
|
|
8-K
|
|
10.1
|
|
2/11/16
|
|
|
10.20
|
|
|
10-K
|
|
10.17
|
|
3/30/16
|
|
|
10.21
|
|
|
10-K
|
|
10.18
|
|
3/30/16
|
|
|
10.22
|
|
|
10-K
|
|
10.19
|
|
3/30/16
|
|
|
10.23
|
|
|
10-K
|
|
10.23
|
|
3/2/17
|
|
|
10.24
|
|
|
8-K
|
|
10.1
|
|
5/5/17
|
|
|
10.25
|
|
|
10-Q
|
|
10.1
|
|
5/9/17
|
|
|
10.26
|
|
|
10-Q
|
|
10.2
|
|
5/9/17
|
|
|
10.27
|
|
|
10-Q
|
|
10.3
|
|
5/9/17
|
|
|
10.28
|
|
|
8-K
|
|
10.1
|
|
7/12/18
|
|
|
10.29
|
|
|
10-Q
|
|
10.1
|
|
8/8/19
|
|
|
10.30
|
|
|
10-Q
|
|
10.2
|
|
8/8/19
|
|
|
10.31
|
|
|
|
|
|
|
Filed herewith
|
|
|
10.32
|
|
|
|
|
|
|
Filed herewith
|
|
|
21
|
|
|
|
|
|
|
Filed herewith
|
|
|
23
|
|
|
|
|
|
|
Filed herewith
|
|
|
31.1
|
|
|
|
|
|
|
Filed herewith
|
|
|
31.2
|
|
|
|
|
|
|
Filed herewith
|
|
|
|
|
|
|
Incorporated by Reference
|
||||
|
32
|
|
|
|
|
|
|
Filed herewith
|
|
|
101.INS
|
|
XBRL Instance Document
|
|
|
|
|
|
Filed herewith
|
|
101.SCH
|
|
XBRL Taxonomy Extension Schema
|
|
|
|
|
|
Filed herewith
|
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase
|
|
|
|
|
|
Filed herewith
|
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase
|
|
|
|
|
|
Filed herewith
|
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase
|
|
|
|
|
|
Filed herewith
|
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase
|
|
|
|
|
|
Filed herewith
|
|
|
GCP Applied Technologies Inc.
(Registrant)
|
|
|
|
|
|
|
|
By:
|
/s/ RANDALL S. DEARTH
|
|
|
|
Randall S. Dearth
President and Chief Executive Officer
(Principal Executive Officer)
|
|
|
|
|
|
|
By:
|
/s/ CRAIG A. MERRILL
|
|
|
|
Craig A. Merrill
Interim Chief Financial Officer
(Principal Financial Officer)
|
|
|
|
|
|
|
By:
|
/s/ KENNETH S. KOROTKIN
|
|
|
|
Kenneth S. Korotkin
Vice President, Controller and Chief Accounting Officer
(Principal Accounting Officer)
|
|
/s/ RANDALL S. DEARTH
|
|
President and Chief Executive Officer (Principal Executive Officer)
|
|
(Randall S. Dearth)
|
|
|
|
|
|
|
|
/s/ CRAIG A. MERRILL
|
|
Interim Chief Financial Officer (Principal Financial Officer)
|
|
(Craig A. Merrill)
|
|
|
|
|
|
|
|
/s/ KENNETH S. KOROTKIN
|
|
Vice President, Controller and Chief Accounting Officer
(Principal Accounting Officer)
|
|
(Kenneth S. Korotkin)
|
|
|
|
|
|
|
|
/s/ MARRAN H. OGILVIE
|
|
Director
|
|
(Marran H. Ogilvie)
|
|
|
|
|
|
|
|
/s/ CLAY KIEFABER
|
|
Director
|
|
(Clay Kiefaber)
|
|
|
|
|
|
|
|
/s/ GERALD G. COLELLA
|
|
Director
|
|
(Gerald G. Colella)
|
|
|
|
|
|
|
|
/s/ JANICE K. HENRY
|
|
Director
|
|
(Janice K. Henry)
|
|
|
|
|
|
|
|
/s/ JAMES F. KIRSCH
|
|
Director
|
|
(James F. Kirsch)
|
|
|
|
|
|
|
|
/s/ PHILLIP J. MASON
|
|
Director
|
|
(Phillip J. Mason)
|
|
|
|
|
|
|
|
/s/ ELIZABETH MORA
|
|
Non-Executive Chairman of the Board
|
|
(Elizabeth Mora)
|
|
|
|
|
|
|
|
/s/ DANNY R. SHEPHERD
|
|
Director
|
|
(Danny R. Shepherd)
|
|
|
No information found
* THE VALUE IS THE MARKET VALUE AS OF THE LAST DAY OF THE QUARTER FOR WHICH THE 13F WAS FILED.
| FUND | NUMBER OF SHARES | VALUE ($) | PUT OR CALL |
|---|
| DIRECTORS | AGE | BIO | OTHER DIRECTOR MEMBERSHIPS |
|---|
No information found
Customers
| Customer name | Ticker |
|---|---|
| Vulcan Materials Company | VMC |
No Suppliers Found
Price
Yield
| Owner | Position | Direct Shares | Indirect Shares |
|---|