GRA 10-K Annual Report Dec. 31, 2018 | Alphaminr

GRA 10-K Fiscal year ended Dec. 31, 2018

W R GRACE & CO
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TABLE OF CONTENTS
Part IItem 1. BusinessItem 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 2. PropertiesItem 3. Legal ProceedingsItem 4. Mine Safety DisclosuresPart IIItem 5. Market For Registrant S Common Equity, Related Shareholder Matters and Issuer Purchases Of Equity SecuritiesItem 6. Selected Financial DataItem 7. Management S Discussion and Analysis Of Financial Condition and Results Of OperationsItem 7A. Quantitative and Qualitative Disclosures About Market RiskItem 8. Financial Statements and Supplementary DataItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A. Controls and ProceduresItem 9B. Other InformationPart IIIItem 10. Directors, Executive Officers and Corporate GovernanceItem 11. Executive CompensationItem 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13. Certain Relationships and Related Transactions, and Director IndependenceItem 14. Principal Accountant Fees and ServicesPart IVItem 15. Exhibits, Financial Statement SchedulesItem 16. Form 10-k Summary

Exhibits

2.1 Joint Plan of Reorganization of W.R.Grace&Co. and its Debtor Subsidiaries. Exhibit2.01 to Form8-K (filed 2/07/14) SEC File No.: 001-13953 2.2 Order Confirming Joint Plan of Reorganization. Exhibit2.02 to Form8-K (filed 2/07/14) SEC File No.: 001-13953 2.3 Separation and Distribution Agreement, dated as of January 27, 2016, by and among W. R. Grace & Co., W. R. Grace & Co.Conn. and GCP Applied Technologies Inc. Exhibit2.1 to Form8-K (filed 1/28/16) SEC File No.: 001-13953 2.4 Amended and Restated Sale and Purchase Agreement, dated as of February 21, 2018, by and between Albemarle Corporation and W. R. Grace & Co.Conn. Exhibit 2.4 to Form 10-K (filed 2/22/18) SEC File No.: 001-13953 3.1 Amended and Restated Certificate of Incorporation. Exhibit3.01 to Form8-K (filed 2/07/14) SEC File No.: 001-13953 3.2 Amended and Restated By-laws. Exhibit3.01 to Form8-K (filed 1/23/15) SEC File No.: 001-13953 4.1 Receivables Purchase Agreement, dated as of January23, 2007, between GraceGmbH&Co. KG and Coface FinanzGmbH. Exhibit4.10 to Form10-K (filed 3/02/07) SEC File No.: 001-13953 4.2 Credit Agreement, dated as of February 3, 2014, by and among W.R. Grace & Co., W. R. Grace & Co.-Conn., Grace GmbH & Co. KG, a Federal Republic of Germany limited partnership, each lender from time to time party thereto, and Goldman Sachs Bank USA, as Administrative Agent. Exhibit4.01 to Form8-K (filed 2/07/14) SEC File No.: 001-13953 4.3 First Amendment and Consent to Credit Agreement and First Amendment to Security Agreement, dated as of November 25, 2015, by and among W. R. Grace & Co., W. R. Grace & Co.Conn., Grace GmbH & Co. KG, Alltech Associates, Inc., each lender from time to time party thereto, and Goldman Sachs Bank USA, as Administrative Agent and lender. Exhibit10.1 to Form8-K (filed 11/25/15) SEC File No.: 001-13953 4.4 Deferred Payment Agreement (PD), dated as of February 3, 2014, by and between W. R. Grace & Co.Conn. and the WRG Asbestos PD Trust. Exhibit4.04 to Form8-K (filed 2/07/14) SEC File No.: 001-13953 4.5 Guarantee Agreement (PD), dated as of February 3, 2014, by and between W. R. Grace & Co. and the WRG Asbestos PD Trust. Exhibit4.05 to Form8-K (filed 2/07/14) SEC File No.: 001-13953 4.6 Deferred Payment Agreement (PD-ZAI), dated as of February 3, 2014, by and between W. R. Grace & Co.Conn. and the WRG Asbestos PD Trust. Exhibit4.06 to Form8-K (filed 2/07/14) SEC File No.: 001-13953 4.7 Guarantee Agreement (PD-ZAI), dated as of February 3, 2014, by and between W. R. Grace & Co. and the WRG Asbestos PD Trust. Exhibit4.07 to Form8-K (filed 2/07/14) SEC File No.: 001-13953 4.8 Share Issuance Agreement, dated as of February 3, 2014, by and among W. R. Grace & Co., the WRG Asbestos PD Trust and the WRG Asbestos PI Trust. Exhibit4.08 to Form8-K (filed 2/07/14) SEC File No.: 001-13953 4.9 Indenture, dated as of September 16, 2014, by and among W. R. Grace & Co.Conn., the guarantors party there to and Wilmington Trust, National Association, as trustee. Exhibit 4.1 to Form 8-K (filed 9/19/14) SEC File No.: 001-13953 4.10 First Supplemental Indenture, dated as of September 16, 2014, by and among W. R. Grace & Co.Conn., the guarantors party thereto and Wilmington Trust, National Association, as trustee. Exhibit 4.2 to Form 8-K (filed 9/19/14) SEC File No.: 001-13953 4.11 Form of 5.125% Note due 2021 (included as Exhibit A-1 to Exhibit 4.10). Exhibit 4.3 (included as Exhibit A-1 to Exhibit 4.2) to Form 8-K (filed 9/19/14) SEC File No.: 001-13953 4.12 Form of 5.625% Note due 2024 (included as Exhibit A-2 to Exhibit 4.10). Exhibit 4.4 (included as Exhibit A-2 to Exhibit 4.2) to Form 8-K (filed 9/19/14) SEC File No.: 001-13953 4.13 Credit Agreement, dated as of April 3, 2018, by and among W. R. Grace & Co., W. R. Grace & Co.Conn., certain subsidiaries thereof, Goldman Sachs Bank USA, as Administrative Agent and Collateral Agent, and the other lenders from time to time party thereto. Exhibit 4.1 to Form 8-K (filed 4/03/18) SEC File No.: 001-13953 4.14 Second Supplemental Indenture, dated as of April 3, 2018, by and among W. R. Grace & Co.Conn., the guarantors party thereto and Wilmington Trust, National Association, as trustee. Exhibit 4.2 to Form 10-Q (filed 5/09/18) SEC File No.: 001-13953 10.1 WRG Asbestos Property Damage Settlement Trust Agreement, dated as of February 3, 2014, by and between W. R. Grace & Co., the Asbestos PD Future Claimants Representative, the Official Committee of Asbestos Property Damage Claimants, the Asbestos PD Trustees, Wilmington Trust Company, and the members of the Zonolite Attic Insulation Trust Advisory Committee. Exhibit10.02 to Form8-K (filed 2/07/14) SEC File No.: 001-13953 10.2 W. R. Grace & Co. 2014 Stock Incentive Plan. Exhibit10.03 to Form8-K (filed 2/07/14) SEC File No.: 001-13953* 10.3 Form of Performance-based Unit Agreement (2016). Exhibit10.2 to Form 8-K (filed 2/09/16) SEC File No.: 001-13953* 10.4 Form of Stock Option Award Agreement (2016). Exhibit10.1 to Form 8-K (filed 2/09/16) SEC File No.: 001-13953* 10.5 Form of Restricted Stock Award Agreement (2016). Exhibit10.3 to Form 8-K (filed 2/09/16) SEC File No.: 001-13953* 10.9 Severance Plan for Leadership Team Officers of W. R. Grace & Co. Exhibit10.2 to Form8-K (filed 2/04/16) SEC File No.: 001-13953* 10.10 2015 Executive Annual Incentive Compensation Plan. Exhibit 10.1 to Form 8-K (filed 5/12/15) SEC File No.: 001-13953* 10.11 Tax Sharing Agreement, dated as of January 27, 2016, by and among W. R. Grace & Co., W. R. Grace & Co.Conn. and GCP Applied Technologies Inc. Exhibit 10.1 to Form 8-K (filed 1/28/16) SEC File No.: 001-13953 10.12 Letter Agreement dated February28, 2008, between Fred Festa, on behalf of Grace, and Hudson La Force III (includes indemnification provision). Exhibit10.1 to Form8-K (filed 3/07/08) SEC File No.: 001-13953* 10.13 Letter Agreement dated November 13, 2013, between Fred Festa, on behalf of Grace, and Keith N. Cole (includes indemnification provision). Exhibit10.20 to Form10-K (filed 2/25/15) SEC File No.: 001-13953* 10.14 Letter Agreement dated December 3, 2014, between Fred Festa, on behalf of Grace, and Elizabeth C. Brown (includes indemnification provision). Exhibit10.1 to Form10-Q (filed 5/07/15) SEC File No.: 001-13953* 10.15 Restricted Stock Unit Award Agreement, dated February 22, 2018, between W. R. Grace & Co. and Fred Festa, in connection with transition to Non-executive Chairman. Exhibit 10.1 to Form 10-Q (filed 5/09/18) SEC File No.: 001-13953* 10.16 Stock Option Award Agreement, dated February 22, 2018, between W. R. Grace & Co. and Fred Festa, in connection with transition to Non-Executive Chairman. Exhibit 10.2 to Form 10-Q (filed 5/09/18) SEC File No.: 001-13953* 10.17 W. R. Grace & Co. 2018 Stock Incentive Plan Exhibit 10.1 to Form 8-K (filed 5/14/18) SEC File No.: 001-13953* 10.18 Form of W. R. Grace & Co. Performance-Based Units (PBUs) Grant Agreement (2018). Exhibit 10.2 to Form 10-Q (filed 8/08/18) SEC File No.: 001-13953* 10.19 Form of W. R. Grace & Co. Restricted Share Units (RSUs) Grant Agreement (2018). Exhibit 10.3 to Form 10-Q (filed 8/08/18) SEC File No.: 001-13953* 10.20 Form of W. R. Grace & Co. Nonstatutory Stock Option (NSOs) Grant Agreement (2018). Exhibit 10.4 to Form 10-Q (filed 8/08/18) SEC File No.: 001-13953* 10.21 Separation Agreement and General Release, dated as of May 31, 2018, by and between W. R. Grace & Co.Conn., et al., and Thomas E. Blaser. Exhibit 10.5 to Form 10-Q (filed 8/08/18) SEC File No.: 001-13953* 10.22 Letter Agreement, dated as of February 20, 2019, by and among W. R. Grace & Co., 40 North Management LLC, 40 North GP III LLC, 40 North Latitude Master Fund Ltd. and 40 North Latitude Fund LP. Exhibit 99.1 to Form 8-K (filed 2/20/19) SEC File No.: 001-13953* 21 List of Subsidiaries of W. R. Grace&Co. Filed herewith 23 Consent of Independent Registered Public Accounting Firm. Filed herewith 24 Powers of Attorney. Filed herewith 31(i).1 Certification of Periodic Report by Chief Executive Officer under Section302 of the Sarbanes-Oxley Act of 2002. Filed herewith 31(i).2 Certification of Periodic Report by Chief Financial Officer under Section302 of the Sarbanes-Oxley Act of 2002. Filed herewith 32 Certification of Periodic Report by Chief Executive Officer and Chief Financial Officer under Section906 of the Sarbanes-Oxley Act of 2002. Filed herewith 95 Mine Safety Disclosure Exhibit. Filed herewith