These terms and conditions govern your use of the website alphaminr.com and its related services.
These Terms and Conditions (“Terms”) are a binding contract between you and Alphaminr, (“Alphaminr”, “we”, “us” and “service”). You must agree to and accept the Terms. These Terms include the provisions in this document as well as those in the Privacy Policy. These terms may be modified at any time.
Your subscription will be on a month to month basis and automatically renew every month. You may terminate your subscription at any time through your account.
We will provide you with advance notice of any change in fees.
You represent that you are of legal age to form a binding contract. You are responsible for any
activity associated with your account. The account can be logged in at only one computer at a
time.
The Services are intended for your own individual use. You shall only use the Services in a
manner that complies with all laws. You may not use any automated software, spider or system to
scrape data from Alphaminr.
Alphaminr is not a financial advisor and does not provide financial advice of any kind. The service is provided “As is”. The materials and information accessible through the Service are solely for informational purposes. While we strive to provide good information and data, we make no guarantee or warranty as to its accuracy.
TO THE EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES SHALL ALPHAMINR BE LIABLE TO YOU FOR DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR INVESTMENT LOSSES, LOSS OF DATA, OR ACCURACY OF DATA, OR FOR ANY AMOUNT, IN THE AGGREGATE, IN EXCESS OF THE GREATER OF (1) FIFTY DOLLARS OR (2) THE AMOUNTS PAID BY YOU TO ALPHAMINR IN THE SIX MONTH PERIOD PRECEDING THIS APPLICABLE CLAIM. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL OR CERTAIN OTHER DAMAGES, SO THE ABOVE LIMITATION AND EXCLUSIONS MAY NOT APPLY TO YOU.
If any provision of these Terms is found to be invalid under any applicable law, such provision shall not affect the validity or enforceability of the remaining provisions herein.
This privacy policy describes how we (“Alphaminr”) collect, use, share and protect your personal information when we provide our service (“Service”). This Privacy Policy explains how information is collected about you either directly or indirectly. By using our service, you acknowledge the terms of this Privacy Notice. If you do not agree to the terms of this Privacy Policy, please do not use our Service. You should contact us if you have questions about it. We may modify this Privacy Policy periodically.
When you register for our Service, we collect information from you such as your name, email address and credit card information.
Like many other websites we use “cookies”, which are small text files that are stored on your computer or other device that record your preferences and actions, including how you use the website. You can set your browser or device to refuse all cookies or to alert you when a cookie is being sent. If you delete your cookies, if you opt-out from cookies, some Services may not function properly. We collect information when you use our Service. This includes which pages you visit.
We use Google Analytics and we use Stripe for payment processing. We will not share the information we collect with third parties for promotional purposes. We may share personal information with law enforcement as required or permitted by law.
|
ý
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Delaware
(State or other jurisdiction of incorporation or organization)
|
65-0773649
(I.R.S. Employer Identification No.)
|
Large accelerated filer
ý
|
|
Accelerated filer
o
|
Non-accelerated filer
o
(Do not check if a smaller reporting company)
|
|
Smaller reporting company
o
|
Emerging growth company
o
|
|
|
Securities registered pursuant to Section 12(b) of the Exchange Act:
|
||||
Title of each class
|
|
Trading Symbol(s)
|
|
Name of each exchange on which registered
|
Common Stock, $.01 par value per share
|
|
|
|
New York Stock Exchange, Inc.
|
Preferred Stock Purchase Rights
|
|
|
|
|
Class
|
|
Outstanding at April 30, 2019
|
|
Common Stock, $0.01 par value per share
|
|
|
shares
|
|
|
||||
|
||||
|
|
|||
|
|
|||
|
|
|||
|
|
|||
|
|
|||
|
|
|||
|
|
|
||
|
|
|||
|
|
|||
|
|
|||
|
|
|||
|
|
|||
|
|
|||
|
|
|||
|
|
|||
|
|
|||
|
|
|||
|
|
|||
|
|
|||
|
|
|||
|
|
|||
|
|
|||
|
|
|||
|
||||
|
||||
|
||||
|
||||
|
||||
|
||||
|
||||
|
||||
|
||||
|
|
|
Three Months Ended March 31,
|
||||||
(In millions, except per share amounts)
|
2019
|
|
2018
|
||||
Net sales
|
$
|
|
|
|
$
|
|
|
Cost of goods sold
|
|
|
|
|
|
||
Gross profit
|
|
|
|
|
|
||
Selling, general and administrative expenses
|
|
|
|
|
|
||
Research and development expenses
|
|
|
|
|
|
||
Costs related to legacy matters
|
|
|
|
|
|
||
Equity in earnings of unconsolidated affiliate
|
(
|
)
|
|
(
|
)
|
||
Restructuring and repositioning expenses
|
|
|
|
|
|
||
Interest expense and related financing costs
|
|
|
|
|
|
||
Other (income) expense, net
|
(
|
)
|
|
(
|
)
|
||
Total costs and expenses
|
|
|
|
|
|
||
Income (loss) before income taxes
|
|
|
|
|
|
||
(Provision for) benefit from income taxes
|
(
|
)
|
|
(
|
)
|
||
Net income (loss)
|
|
|
|
|
|
||
Less: Net (income) loss attributable to noncontrolling interests
|
|
|
|
|
|
||
Net income (loss) attributable to W. R. Grace & Co. shareholders
|
$
|
|
|
|
$
|
|
|
Earnings Per Share Attributable to W. R. Grace & Co. Shareholders
|
|
|
|
||||
Basic earnings per share:
|
|
|
|
||||
Net income (loss)
|
$
|
|
|
|
$
|
|
|
Weighted average number of basic shares
|
|
|
|
|
|
||
Diluted earnings per share:
|
|
|
|
||||
Net income (loss)
|
$
|
|
|
|
$
|
|
|
Weighted average number of diluted shares
|
|
|
|
|
|
||
Dividends per common share
|
$
|
|
|
|
$
|
|
|
|
Three Months Ended March 31,
|
||||||
(In millions)
|
2019
|
|
2018
|
||||
Net income (loss)
|
$
|
|
|
|
$
|
|
|
Other comprehensive income (loss), net of income taxes:
|
|
|
|
||||
Defined benefit pension and other postretirement plans
|
(
|
)
|
|
(
|
)
|
||
Currency translation adjustments
|
|
|
|
(
|
)
|
||
Gain (loss) from hedging activities
|
(
|
)
|
|
|
|
||
Total other comprehensive income (loss)
|
|
|
|
(
|
)
|
||
Comprehensive income (loss)
|
|
|
|
|
|
||
Less: comprehensive (income) loss attributable to noncontrolling interests
|
|
|
|
|
|
||
Comprehensive income (loss) attributable to W. R. Grace & Co. shareholders
|
$
|
|
|
|
$
|
|
|
|
Three Months Ended March 31,
|
||||||
(In millions)
|
2019
|
|
2018
|
||||
OPERATING ACTIVITIES
|
|
|
|
||||
Net income (loss)
|
$
|
|
|
|
$
|
|
|
Reconciliation to net cash provided by (used for) operating activities:
|
|
|
|
||||
Depreciation and amortization
|
|
|
|
|
|
||
Equity in earnings of unconsolidated affiliate
|
(
|
)
|
|
(
|
)
|
||
Costs related to legacy matters
|
|
|
|
|
|
||
Cash paid for legacy matters
|
(
|
)
|
|
(
|
)
|
||
Provision for (benefit from) income taxes
|
|
|
|
|
|
||
Cash paid for income taxes
|
(
|
)
|
|
(
|
)
|
||
Income tax refunds received
|
|
|
|
|
|
||
Interest expense and related financing costs
|
|
|
|
|
|
||
Cash paid for interest
|
(
|
)
|
|
(
|
)
|
||
Defined benefit pension expense
|
|
|
|
|
|
||
Cash paid under defined benefit pension arrangements
|
(
|
)
|
|
(
|
)
|
||
Changes in assets and liabilities, excluding effect of currency translation and acquisitions:
|
|
|
|
||||
Trade accounts receivable
|
|
|
|
|
|
||
Inventories
|
(
|
)
|
|
(
|
)
|
||
Accounts payable
|
|
|
|
|
|
||
All other items, net
|
(
|
)
|
|
(
|
)
|
||
Net cash provided by (used for) operating activities
|
|
|
|
|
|
||
INVESTING ACTIVITIES
|
|
|
|
||||
Cash paid for capital expenditures
|
(
|
)
|
|
(
|
)
|
||
Other investing activities, net
|
(
|
)
|
|
|
|
||
Net cash provided by (used for) investing activities
|
(
|
)
|
|
(
|
)
|
||
FINANCING ACTIVITIES
|
|
|
|
||||
Borrowings under credit arrangements
|
|
|
|
|
|
||
Repayments under credit arrangements
|
(
|
)
|
|
(
|
)
|
||
Cash paid for repurchases of common stock
|
(
|
)
|
|
(
|
)
|
||
Proceeds from exercise of stock options
|
|
|
|
|
|
||
Dividends paid to shareholders
|
(
|
)
|
|
(
|
)
|
||
Other financing activities, net
|
(
|
)
|
|
(
|
)
|
||
Net cash provided by (used for) financing activities
|
(
|
)
|
|
(
|
)
|
||
Effect of currency exchange rate changes on cash, cash equivalents, and restricted cash
|
(
|
)
|
|
|
|
||
Net increase (decrease) in cash, cash equivalents, and restricted cash
|
|
|
|
(
|
)
|
||
Cash, cash equivalents, and restricted cash, beginning of period
|
|
|
|
|
|
||
Cash, cash equivalents, and restricted cash, end of period
|
$
|
|
|
|
$
|
|
|
|
|
|
|
||||
Supplemental disclosure of cash flow information
|
|
|
|
||||
Capital expenditures in accounts payable
|
$
|
|
|
|
$
|
|
|
(In millions, except par value and shares)
|
March 31,
2019 |
|
December 31,
2018 |
||||
ASSETS
|
|
|
|
||||
Current Assets
|
|
|
|
||||
Cash and cash equivalents
|
$
|
|
|
|
$
|
|
|
Restricted cash and cash equivalents
|
|
|
|
|
|
||
Trade accounts receivable, less allowance of $11.7 (2018—$11.6)
|
|
|
|
|
|
||
Inventories
|
|
|
|
|
|
||
Other current assets
|
|
|
|
|
|
||
Total Current Assets
|
|
|
|
|
|
||
Properties and equipment, net of accumulated depreciation and amortization of $1,495.1 (2018—$1,482.8)
|
|
|
|
|
|
||
Goodwill
|
|
|
|
|
|
||
Technology and other intangible assets, net
|
|
|
|
|
|
||
Deferred income taxes
|
|
|
|
|
|
||
Investment in unconsolidated affiliate
|
|
|
|
|
|
||
Other assets
|
|
|
|
|
|
||
Total Assets
|
$
|
|
|
|
$
|
|
|
LIABILITIES AND EQUITY
|
|
|
|
||||
Current Liabilities
|
|
|
|
||||
Debt payable within one year
|
$
|
|
|
|
$
|
|
|
Accounts payable
|
|
|
|
|
|
||
Other current liabilities
|
|
|
|
|
|
||
Total Current Liabilities
|
|
|
|
|
|
||
Debt payable after one year
|
|
|
|
|
|
||
Unfunded defined benefit pension plans
|
|
|
|
|
|
||
Underfunded defined benefit pension plans
|
|
|
|
|
|
||
Other liabilities
|
|
|
|
|
|
||
Total Liabilities
|
|
|
|
|
|
||
Commitments and Contingencies—Note 8
|
|
|
|
||||
Equity
|
|
|
|
||||
Common stock issued, par value $0.01; 300,000,000 shares authorized; outstanding: 66,915,399 (2018—66,792,968)
|
|
|
|
|
|
||
Paid-in capital
|
|
|
|
|
|
||
Retained earnings
|
|
|
|
|
|
||
Treasury stock, at cost: shares: 10,541,234 (2018—10,663,659)
|
(
|
)
|
|
(
|
)
|
||
Accumulated other comprehensive income (loss)
|
|
|
|
|
|
||
Total W. R. Grace & Co. Shareholders’ Equity
|
|
|
|
|
|
||
Noncontrolling interests
|
|
|
|
|
|
||
Total Equity
|
|
|
|
|
|
||
Total Liabilities and Equity
|
$
|
|
|
|
$
|
|
|
(In millions)
|
Common Stock and Paid-in Capital
|
|
Retained Earnings
|
|
Treasury Stock
|
|
Accumulated Other Comprehensive Income (Loss)
|
|
Noncontrolling Interests
|
|
Total Equity
|
||||||||||||
Balance, December 31, 2018
|
$
|
|
|
|
$
|
|
|
|
$
|
(
|
)
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
Net income (loss)
|
|
|
|
|
|
|
|
|
|
|
|
|
(
|
)
|
|
|
|
||||||
Repurchase of common stock
|
|
|
|
|
|
|
(
|
)
|
|
|
|
|
|
|
|
(
|
)
|
||||||
Payments in consideration of employee tax obligations related to stock-based compensation
|
(
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(
|
)
|
||||||
Stock-based compensation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Exercise of stock options
|
(
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Shares issued
|
(
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(
|
)
|
||||||
Dividends declared
|
|
|
|
(
|
)
|
|
|
|
|
|
|
|
|
|
|
(
|
)
|
||||||
Other comprehensive (loss) income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Balance, March 31, 2019
|
$
|
|
|
|
$
|
|
|
|
$
|
(
|
)
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
(In millions)
|
Common Stock and Paid-in Capital
|
|
Retained Earnings
|
|
Treasury Stock
|
|
Accumulated Other Comprehensive Income (Loss)
|
|
Noncontrolling Interests
|
|
Total Equity
|
||||||||||||
Balance, December 31, 2017
|
$
|
|
|
|
$
|
|
|
|
$
|
(
|
)
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
Net income (loss)
|
|
|
|
|
|
|
|
|
|
|
|
|
(
|
)
|
|
|
|
||||||
Repurchase of common stock
|
|
|
|
|
|
|
(
|
)
|
|
|
|
|
|
|
|
(
|
)
|
||||||
Payments in consideration of employee tax obligations related to stock-based compensation
|
(
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(
|
)
|
||||||
Stock-based compensation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Exercise of stock options
|
(
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Shares issued
|
(
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Dividends declared
|
|
|
|
(
|
)
|
|
|
|
|
|
|
|
|
|
|
(
|
)
|
||||||
Other comprehensive (loss) income
|
|
|
|
|
|
|
|
|
|
(
|
)
|
|
|
|
|
(
|
)
|
||||||
Effect of adopting ASC 606
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Balance, March 31, 2018
|
$
|
|
|
|
$
|
|
|
|
$
|
(
|
)
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
•
|
Realization values of net deferred tax assets and the effective tax rate, which depend on projections of future taxable income;
|
•
|
Pension and postretirement liabilities, which depend on assumptions regarding participant life spans, future inflation, discount rates and total returns on invested funds (see Note 6);
|
•
|
Carrying values of goodwill and other intangible assets, which depend on assumptions of future earnings and cash flows; and
|
•
|
|
(in millions)
|
Amount
|
|
Balance Sheet Location
|
||
Operating lease right of use asset
|
$
|
|
|
|
Other assets
|
Operating lease liability—current
|
|
|
|
Other current liabilities
|
|
Operating lease liability—noncurrent
|
|
|
|
Other liabilities
|
(In millions)
|
Three Months Ended March 31, 2019
|
||
Operating lease cost
|
$
|
|
|
Short-term and variable lease cost
|
|
|
|
Total lease cost
|
$
|
|
|
|
|
||
Cash payments related to operating leases
|
$
|
|
|
Right-of-use assets obtained in exchange for new operating lease liabilities
|
|
|
|
March 31,
2019 |
|
Weighted average discount rate
|
|
%
|
Weighted average remaining lease term
|
|
|
|
(In millions)
|
||
2019
|
$
|
|
|
2020
|
|
|
|
2021
|
|
|
|
2022
|
|
|
|
2023
|
|
|
|
Thereafter
|
|
|
|
Total undiscounted lease payments
|
|
|
|
Less: imputed interest
|
|
|
|
Present value of lease liabilities
|
$
|
|
|
(In millions)
|
March 31,
2019 |
|
December 31,
2018 |
||||
Raw materials
|
$
|
|
|
|
$
|
|
|
In process
|
|
|
|
|
|
||
Finished products
|
|
|
|
|
|
||
Other
|
|
|
|
|
|
||
Total inventory
|
$
|
|
|
|
$
|
|
|
(In millions)
|
March 31,
2019 |
|
December 31,
2018 |
||||
2018 U.S. dollar term loan, net of unamortized debt issuance costs of $8.4 (2018—$8.7)
|
$
|
|
|
|
$
|
|
|
5.125% senior notes due 2021, net of unamortized debt issuance costs of $3.8 (2018—$4.2)
|
|
|
|
|
|
||
5.625% senior notes due 2024, net of unamortized debt issuance costs of $2.8 (2018—$3.0)
|
|
|
|
|
|
||
Debt payable to unconsolidated affiliate
|
|
|
|
|
|
||
Other borrowings(1)
|
|
|
|
|
|
||
Total debt
|
|
|
|
|
|
||
Less debt payable within one year
|
|
|
|
|
|
||
Debt payable after one year
|
$
|
|
|
|
$
|
|
|
Weighted average interest rates on total debt
|
|
%
|
|
|
%
|
|
(In millions)
|
||
2019
|
$
|
|
|
2020
|
|
|
|
2021
|
|
|
|
2022
|
|
|
|
2023
|
|
|
|
Thereafter
|
|
|
|
Total debt
|
$
|
|
|
|
3/31/2019
|
|
12/31/2018
|
||||||||||||
(In millions)
|
Carrying Amount
|
|
Fair Value
|
|
Carrying Amount
|
|
Fair Value
|
||||||||
2018 U.S. dollar term loan(1)
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
5.125% senior notes due 2021(2)
|
|
|
|
|
|
|
|
|
|
|
|
||||
5.625% senior notes due 2024(2)
|
|
|
|
|
|
|
|
|
|
|
|
||||
Other borrowings
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total debt
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
(1)
|
Carrying amounts are net of unamortized debt issuance costs and discounts of
$
|
(2)
|
|
|
Fair Value Measurements at March 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)
|
||||||||
Assets
|
|
|
|
|
|
|
|
||||||||
Currency derivatives
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
Variable-to-fixed cross-currency swaps
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total Assets
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
Liabilities
|
|
|
|
|
|
|
|
||||||||
Currency derivatives
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
Interest rate derivatives
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total Liabilities
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
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)
|
||||||||
Assets
|
|
|
|
|
|
|
|
||||||||
Currency derivatives
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
Total Assets
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
Liabilities
|
|
|
|
|
|
|
|
||||||||
Currency derivatives
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
Interest rate derivatives
|
|
|
|
|
|
|
|
|
|
|
|
||||
Variable-to-fixed cross-currency swaps
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total Liabilities
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
March 31, 2019
(In millions) |
Asset Derivatives
|
|
Liability Derivatives
|
||||||||
Balance Sheet
Location
|
|
Fair Value
|
|
Balance Sheet
Location
|
|
Fair Value
|
|||||
Derivatives designated as hedging instruments under ASC 815:
|
|
|
|
|
|
|
|
||||
Currency contracts
|
Other current assets
|
|
$
|
|
|
|
Other current assets
|
|
$
|
(
|
)
|
Interest rate contracts
|
Other current assets
|
|
|
|
|
Other current liabilities
|
|
|
|
||
Variable-to-fixed cross-currency swaps
|
Other current assets
|
|
|
|
|
Other current liabilities
|
|
|
|
||
Currency contracts
|
Other assets
|
|
|
|
|
Other liabilities
|
|
|
|
||
Interest rate contracts
|
Other assets
|
|
|
|
|
Other liabilities
|
|
|
|
||
Variable-to-fixed cross-currency swaps
|
Other liabilities
|
|
(
|
)
|
|
Other liabilities
|
|
|
|
||
Derivatives not designated as hedging instruments under ASC 815:
|
|
|
|
|
|
|
|
||||
Currency contracts
|
Other current assets
|
|
|
|
|
Other current liabilities
|
|
|
|
||
Currency contracts
|
Other current liabilities
|
|
(
|
)
|
|
Other liabilities
|
|
|
|
||
Total derivatives
|
|
|
$
|
|
|
|
|
|
$
|
|
|
December 31, 2018
(In millions) |
Asset Derivatives
|
|
Liability Derivatives
|
||||||||
Balance Sheet
Location
|
|
Fair Value
|
|
Balance Sheet
Location
|
|
Fair Value
|
|||||
Derivatives designated as hedging instruments under ASC 815:
|
|
|
|
|
|
|
|
||||
Currency contracts
|
Other current assets
|
|
$
|
|
|
|
Other current assets
|
|
$
|
(
|
)
|
Interest rate contracts
|
Other current assets
|
|
|
|
|
Other current liabilities
|
|
|
|
||
Variable-to-fixed cross-currency swaps
|
Other current assets
|
|
|
|
|
Other current assets
|
|
(
|
)
|
||
Currency contracts
|
Other assets
|
|
|
|
|
Other liabilities
|
|
|
|
||
Interest rate contracts
|
Other assets
|
|
|
|
|
Other liabilities
|
|
|
|
||
Variable-to-fixed cross-currency swaps
|
Other assets
|
|
|
|
|
Other liabilities
|
|
|
|
||
Derivatives not designated as hedging instruments under ASC 815:
|
|
|
|
|
|
|
|
||||
Currency contracts
|
Other current assets
|
|
|
|
|
Other current assets
|
|
(
|
)
|
||
Currency contracts
|
Other current assets
|
|
|
|
|
Other current liabilities
|
|
|
|
||
Total derivatives
|
|
|
$
|
|
|
|
|
|
$
|
|
|
Three Months Ended March 31, 2019
(In millions) |
Amount of Gain (Loss) Recognized in OCI on Derivatives
|
|
Location of Gain (Loss) Reclassified from Accumulated OCI into Income
|
|
Amount of Gain (Loss) Reclassified from OCI into Income
|
||||
Derivatives in ASC 815 cash flow hedging relationships:
|
|
|
|
|
|||||
Interest rate contracts
|
$
|
(
|
)
|
|
Interest expense
|
|
$
|
|
|
Currency contracts(1)
|
|
|
|
Other expense
|
|
|
|
||
Variable-to-fixed cross-currency swaps
|
|
|
|
Interest expense
|
|
|
|
||
Variable-to-fixed cross-currency swaps
|
|
|
|
Other expense
|
|
|
|
||
Total derivatives
|
$
|
|
|
|
|
|
$
|
|
|
|
|
|
|
|
|
||||
|
|
Location of Gain (Loss) Recognized in Income on Derivatives
|
|
Amount of Gain (Loss) Recognized in Income on Derivatives
|
|||||
Derivatives not designated as hedging instruments under ASC 815:
|
|
|
|
|
|||||
Currency contracts
|
|
Other expense
|
|
$
|
(
|
)
|
(1)
|
Amount of gain (loss) recognized in OCI includes
$
|
Three Months Ended March 31, 2018
(In millions) |
Amount of Gain (Loss) Recognized in OCI on Derivatives
|
|
Location of Gain (Loss) Reclassified from Accumulated OCI into Income
|
|
Amount of Gain (Loss) Reclassified from OCI into Income
|
||||
Derivatives in ASC 815 cash flow hedging relationships:
|
|
|
|
|
|||||
Interest rate contracts
|
$
|
|
|
|
Interest expense
|
|
$
|
(
|
)
|
Currency contracts(1)
|
(
|
)
|
|
Other expense
|
|
(
|
)
|
||
Total derivatives
|
$
|
(
|
)
|
|
|
|
$
|
(
|
)
|
|
|
|
|
|
|
||||
|
|
Location of Gain (Loss) Recognized in Income on Derivatives
|
|
Amount of Gain (Loss) Recognized in Income on Derivatives
|
|||||
Derivatives not designated as hedging instruments under ASC 815:
|
|
|
|
|
|||||
Currency contracts
|
|
Other expense
|
|
$
|
(
|
)
|
(1)
|
Amount of gain (loss) recognized in OCI includes
$(
|
|
Three Months Ended March 31,
|
||||||||||||||
|
2019
|
|
2018
|
||||||||||||
(In millions)
|
Interest expense
|
|
Other income (expense)
|
|
Interest expense
|
|
Other income (expense)
|
||||||||
Total amounts of income and expense line items in the Consolidated Statements of Operations in which the effects of cash flow hedges are recorded
|
$
|
(
|
)
|
|
$
|
|
|
|
$
|
(
|
)
|
|
$
|
|
|
Gain (loss) on cash flow hedging relationships in ASC 815
|
|
|
|
|
|
|
|
||||||||
Interest rate contracts
|
|
|
|
|
|
|
|
||||||||
Amount of gain (loss) reclassified from accumulated OCI into income
|
$
|
|
|
|
$
|
—
|
|
|
$
|
(
|
)
|
|
$
|
—
|
|
Variable-to-fixed cross-currency swaps
|
|
|
|
|
|
|
|
||||||||
Amount of gain (loss) reclassified from accumulated OCI into income
|
|
|
|
|
|
|
|
|
|
|
|
||||
Currency contracts
|
|
|
|
|
|
|
|
||||||||
Amount of gain (loss) reclassified from accumulated OCI into income
|
—
|
|
|
|
|
|
—
|
|
|
(
|
)
|
||||
Amount excluded from effectiveness testing recognized in earnings based on amortization approach (included in above)
|
—
|
|
|
|
|
|
—
|
|
|
|
|
|
Three Months Ended March 31,
|
||||||
(In millions)
|
2019
|
|
2018
|
||||
Derivatives in ASC 815 net investment hedging relationships:
|
|
|
|
||||
Cross-currency swaps
|
$
|
|
|
|
$
|
(
|
)
|
Non-derivatives in ASC 815 net investment hedging relationships:
|
|
|
|
||||
Foreign currency denominated debt
|
$
|
|
|
|
$
|
(
|
)
|
Foreign currency denominated deferred intercompany royalties
|
|
|
|
(
|
)
|
||
|
$
|
|
|
|
$
|
(
|
)
|
(In millions)
|
March 31,
2019 |
|
December 31,
2018 |
||||
Overfunded defined benefit pension plans
|
$
|
|
|
|
$
|
|
|
Underfunded defined benefit pension plans
|
(
|
)
|
|
(
|
)
|
||
Unfunded defined benefit pension plans
|
(
|
)
|
|
(
|
)
|
||
Total underfunded and unfunded defined benefit pension plans
|
(
|
)
|
|
(
|
)
|
||
Pension liabilities included in other current liabilities
|
(
|
)
|
|
(
|
)
|
||
Net funded status
|
$
|
(
|
)
|
|
$
|
(
|
)
|
|
Three Months Ended March 31,
|
||||||||||||||
|
2019
|
|
2018
|
||||||||||||
(In millions)
|
U.S.
|
|
Non-U.S.
|
|
U.S.
|
|
Non-U.S.
|
||||||||
Service cost
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
Interest cost
|
|
|
|
|
|
|
|
|
|
|
|
||||
Expected return on plan assets
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
||||
Amortization of prior service credit
|
(
|
)
|
|
|
|
|
(
|
)
|
|
|
|
||||
Net periodic benefit cost (income)
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
(In millions)
|
March 31,
2019 |
|
December 31,
2018 |
||||
Other Current Assets
|
|
|
|
||||
Plant under construction—unconsolidated affiliate (see Note 15)
|
$
|
|
|
|
$
|
|
|
Non-trade accounts receivable
|
|
|
|
|
|
||
Fair value of currency, interest rate, and commodity contracts (see Note 4)
|
|
|
|
|
|
||
Income taxes receivable
|
|
|
|
|
|
||
Other current assets
|
|
|
|
|
|
||
|
$
|
|
|
|
$
|
|
|
(In millions)
|
March 31,
2019 |
|
December 31,
2018 |
||||
Other Current Liabilities
|
|
|
|
||||
Liability to unconsolidated affiliate for plant under construction (see Note 15)
|
$
|
|
|
|
$
|
|
|
Deferred revenue (see Note 13)
|
|
|
|
|
|
||
Accrued compensation
|
|
|
|
|
|
||
Accrued interest (see Note 3)
|
|
|
|
|
|
||
Environmental contingencies (see Note 8)
|
|
|
|
|
|
||
Income taxes payable (see Note 5)
|
|
|
|
|
|
||
Pension liabilities (see Note 6)
|
|
|
|
|
|
||
Operating lease liabilities (see Note 1)
|
|
|
|
|
|
||
Liability for dam spillway replacement (see Note 8)
|
|
|
|
|
|
||
Other accrued liabilities
|
|
|
|
|
|
||
|
$
|
|
|
|
$
|
|
|
(In millions)
|
March 31,
2019 |
|
December 31,
2018 |
||||
Other Liabilities
|
|
|
|
||||
Environmental contingencies (see Note 8)
|
$
|
|
|
|
$
|
|
|
Liability for dam spillway replacement (see Note 8)
|
|
|
|
|
|
||
Deferred revenue (see Note 13)
|
|
|
|
|
|
||
Fair value of currency and interest rate contracts (see Note 4)
|
|
|
|
|
|
||
Operating lease liabilities (see Note 1)
|
|
|
|
|
|
||
Deferred income taxes
|
|
|
|
|
|
||
Asset retirement obligation
|
|
|
|
|
|
||
Postemployment liability
|
|
|
|
|
|
||
Liability to unconsolidated affiliate for plant under construction (see Note 15)
|
|
|
|
|
|
||
Other noncurrent liabilities
|
|
|
|
|
|
||
|
$
|
|
|
|
$
|
|
|
•
|
Product warranties with respect to certain products sold to customers in the ordinary course of business. These warranties typically provide that products will conform to specifications. Grace accrues a warranty liability on a transaction-specific basis depending on the individual facts and circumstances related to each sale.
|
•
|
Performance guarantees offered to customers under certain licensing arrangements. Grace has not established a liability for these arrangements based on past performance.
|
•
|
Licenses of intellectual property by Grace to third parties in which Grace has agreed to indemnify the licensee against third party infringement claims.
|
•
|
Contracts providing for the sale or spin-off of a former business unit or product line in which Grace has agreed to indemnify the buyer or resulting entity against certain liabilities related to activities prior to the closing of the transaction, including environmental, tax, and employee liabilities.
|
•
|
Guarantees of real property lease obligations of third parties, typically arising out of (a) leases entered into by former subsidiaries of Grace, or (b) the assignment or sublease of a lease by Grace to a third party.
|
|
Three Months Ended March 31,
|
||||||
(In millions)
|
2019
|
|
2018
|
||||
Catalysts Technologies
|
$
|
|
|
|
$
|
|
|
Materials Technologies
|
|
|
|
|
|
||
Corporate
|
(
|
)
|
|
|
|
||
Total restructuring expenses
|
$
|
|
|
|
$
|
|
|
|
(In millions)
|
||
Balance, December 31, 2018
|
$
|
|
|
Accruals for severance and other costs
|
|
|
|
Payments
|
(
|
)
|
|
Balance, March 31, 2019
|
$
|
|
|
|
Three Months Ended March 31,
|
||||||
(In millions)
|
2019
|
|
2018
|
||||
Defined benefit pension (income) expense other than service cost
|
$
|
(
|
)
|
|
$
|
(
|
)
|
Third-party acquisition-related costs
|
|
|
|
|
|
||
Currency transaction effects
|
(
|
)
|
|
(
|
)
|
||
Net (gain) loss on sales of investments and disposals of assets
|
|
|
|
|
|
||
Other miscellaneous (income) expense
|
(
|
)
|
|
(
|
)
|
||
Total other (income) expense, net
|
$
|
(
|
)
|
|
$
|
(
|
)
|
Three Months Ended March 31, 2019
(In millions) |
Pre-Tax Amount
|
|
Tax Benefit/ (Expense)
|
|
After-Tax Amount
|
||||||
Defined benefit pension and other postretirement plans:
|
|
|
|
|
|
||||||
Amortization of net prior service credit included in net periodic benefit cost
|
$
|
(
|
)
|
|
$
|
|
|
|
$
|
(
|
)
|
Amortization of net deferred actuarial loss included in net periodic benefit cost
|
|
|
|
|
|
|
|
|
|||
Benefit plans, net
|
(
|
)
|
|
|
|
|
(
|
)
|
|||
Currency translation adjustments
|
|
|
|
(
|
)
|
|
|
|
|||
Gain (loss) from hedging activities
|
(
|
)
|
|
|
|
|
(
|
)
|
|||
Other comprehensive income (loss) attributable to W. R. Grace & Co. shareholders
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
Three Months Ended March 31, 2018
(In millions) |
Pre-Tax Amount
|
|
Tax Benefit/ (Expense)
|
|
After-Tax Amount
|
||||||
Defined benefit pension and other postretirement plans:
|
|
|
|
|
|
||||||
Amortization of net prior service credit included in net periodic benefit cost
|
$
|
(
|
)
|
|
$
|
|
|
|
$
|
(
|
)
|
Amortization of net deferred actuarial loss included in net periodic benefit cost
|
|
|
|
|
|
|
|
|
|||
Benefit plans, net
|
(
|
)
|
|
|
|
|
(
|
)
|
|||
Currency translation adjustments
|
(
|
)
|
|
|
|
|
(
|
)
|
|||
Gain (loss) from hedging activities
|
|
|
|
(
|
)
|
|
|
|
|||
Other comprehensive income (loss) attributable to W. R. Grace & Co. shareholders
|
$
|
(
|
)
|
|
$
|
|
|
|
$
|
(
|
)
|
Three Months Ended March 31, 2019
(In millions) |
Defined Benefit Pension and Other Postretirement Plans
|
|
Currency Translation Adjustments
|
|
Gain (Loss) from Hedging Activities
|
|
Total
|
||||||||
Beginning balance
|
$
|
|
|
|
$
|
|
|
|
$
|
(
|
)
|
|
$
|
|
|
Other comprehensive income (loss) before reclassifications
|
|
|
|
|
|
|
|
|
|
|
|
||||
Amounts reclassified from accumulated other comprehensive income (loss)
|
(
|
)
|
|
|
|
|
(
|
)
|
|
(
|
)
|
||||
Net current-period other comprehensive income (loss)
|
(
|
)
|
|
|
|
|
(
|
)
|
|
|
|
||||
Ending balance
|
$
|
|
|
|
$
|
|
|
|
$
|
(
|
)
|
|
$
|
|
|
Three Months Ended March 31, 2018
(In millions) |
Defined Benefit Pension and Other Postretirement Plans
|
|
Currency Translation Adjustments
|
|
Gain (Loss) from Hedging Activities
|
|
Total
|
||||||||
Beginning balance
|
$
|
|
|
|
$
|
|
|
|
$
|
(
|
)
|
|
$
|
|
|
Other comprehensive income (loss) before reclassifications
|
|
|
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
||||
Amounts reclassified from accumulated other comprehensive income (loss)
|
(
|
)
|
|
|
|
|
|
|
|
|
|
||||
Net current-period other comprehensive income (loss)
|
(
|
)
|
|
(
|
)
|
|
|
|
|
(
|
)
|
||||
Ending balance
|
$
|
|
|
|
$
|
|
|
|
$
|
(
|
)
|
|
$
|
|
|
|
Three Months Ended March 31,
|
||||||
(In millions, except per share amounts)
|
2019
|
|
2018
|
||||
Numerators
|
|
|
|
||||
Net income (loss) attributable to W. R. Grace & Co. shareholders
|
$
|
|
|
|
$
|
|
|
Denominators
|
|
|
|
||||
Weighted average common shares—basic calculation
|
|
|
|
|
|
||
Dilutive effect of employee stock options
|
|
|
|
|
|
||
Weighted average common shares—diluted calculation
|
|
|
|
|
|
||
Basic earnings per share
|
$
|
|
|
|
$
|
|
|
Diluted earnings per share
|
$
|
|
|
|
$
|
|
|
Three Months Ended March 31, 2019
(In millions) |
North America
|
|
Europe Middle East Africa (EMEA)
|
|
Asia Pacific
|
|
Latin America
|
|
Total
|
||||||||||
Refining Catalysts
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
Polyolefin and Chemical Catalysts
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Total Catalysts Technologies
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Coatings
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Consumer/Pharma
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Chemical process
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Other
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Total Materials Technologies
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Total Grace
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
Three Months Ended March 31, 2018
(In millions) |
North America
|
|
EMEA
|
|
Asia Pacific
|
|
Latin America
|
|
Total
|
||||||||||
Refining Catalysts
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
Polyolefin and Chemical Catalysts
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Total Catalysts Technologies
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Coatings
|
|
|
|
|
|
|
|
|
|
$
|
|
|
|
$
|
|
|
|||
Consumer/Pharma
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Chemical process
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Other
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Total Materials Technologies
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Total Grace
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
(In millions)
|
March 31,
2019 |
|
December 31,
2018 |
||||
Current
|
$
|
|
|
|
$
|
|
|
Noncurrent
|
|
|
|
|
|
||
Total
|
$
|
|
|
|
$
|
|
|
Year
|
|
Approximate percentage of revenue related to remaining performance obligations recognized
|
|
2019
|
|
|
%
|
2020
|
|
|
%
|
2021
|
|
|
%
|
Thereafter through 2025
|
|
|
%
|
|
|
|
%
|
|
Three Months Ended March 31,
|
||||||
(In millions)
|
2019
|
|
2018
|
||||
Net Sales
|
|
|
|
||||
Catalysts Technologies
|
$
|
|
|
|
$
|
|
|
Materials Technologies
|
|
|
|
|
|
||
Total
|
$
|
|
|
|
$
|
|
|
Adjusted EBIT
|
|
|
|
||||
Catalysts Technologies segment operating income
|
$
|
|
|
|
$
|
|
|
Materials Technologies segment operating income
|
|
|
|
|
|
||
Corporate costs
|
(
|
)
|
|
(
|
)
|
||
Certain pension costs
|
(
|
)
|
|
(
|
)
|
||
Total
|
$
|
|
|
|
$
|
|
|
|
Three Months Ended March 31,
|
||||||
(In millions)
|
2019
|
|
2018
|
||||
Grace Adjusted EBIT
|
$
|
|
|
|
$
|
|
|
Costs related to legacy matters
|
(
|
)
|
|
(
|
)
|
||
Restructuring and repositioning expenses
|
(
|
)
|
|
(
|
)
|
||
Third-party acquisition-related costs
|
(
|
)
|
|
(
|
)
|
||
Interest expense, net
|
(
|
)
|
|
(
|
)
|
||
Net income (loss) attributable to noncontrolling interests
|
(
|
)
|
|
(
|
)
|
||
Income (loss) before income taxes
|
$
|
|
|
|
$
|
|
|
|
Three Months Ended March 31,
|
||||||
(In millions)
|
2019
|
|
2018
|
||||
Net Sales
|
|
|
|
||||
United States
|
$
|
|
|
|
$
|
|
|
Canada
|
|
|
|
|
|
||
Total North America
|
|
|
|
|
|
||
Europe Middle East Africa
|
|
|
|
|
|
||
Asia Pacific
|
|
|
|
|
|
||
Latin America
|
|
|
|
|
|
||
Total
|
$
|
|
|
|
$
|
|
|
(In millions)
|
March 31,
2019 |
|
December 31,
2018 |
||||
Summary Balance Sheet information:
|
|
|
|
||||
Current assets
|
$
|
|
|
|
$
|
|
|
Noncurrent assets
|
|
|
|
|
|
||
Total assets
|
$
|
|
|
|
$
|
|
|
|
|
|
|
||||
Current liabilities
|
$
|
|
|
|
$
|
|
|
Noncurrent liabilities
|
|
|
|
|
|
||
Total liabilities
|
$
|
|
|
|
$
|
|
|
|
Three Months Ended March 31,
|
||||||
(In millions)
|
2019
|
|
2018
|
||||
Summary Statement of Operations information:
|
|
|
|
||||
Net sales
|
$
|
|
|
|
$
|
|
|
Costs and expenses applicable to net sales
|
|
|
|
|
|
||
Income before income taxes
|
|
|
|
|
|
||
Net income
|
|
|
|
|
|
|
Three Months Ended March 31,
|
||||||
(In millions)
|
2019
|
|
2018
|
||||
Product manufactured for ART
|
$
|
|
|
|
$
|
|
|
Mark-up on product manufactured for ART included as a reduction of Grace’s cost of goods sold
|
|
|
|
|
|
||
Charges for fixed costs; research and development; selling, general and administrative services; and depreciation to ART
|
|
|
|
|
|
(in millions)
|
March 31,
2019 |
|
December 31,
2018 |
||||
Accounts receivable
|
$
|
|
|
|
$
|
|
|
Current asset
|
|
|
|
|
|
||
Noncurrent asset
|
|
|
|
|
|
||
Accounts payable
|
|
|
|
|
|
||
Debt payable within one year
|
|
|
|
|
|
||
Debt payable after one year
|
|
|
|
|
|
||
Current liability
|
|
|
|
|
|
||
Noncurrent liability
|
|
|
|
|
|
•
|
Net sales
increased
8.8%
to
$469.5 million
.
|
•
|
Net income attributable to Grace shareholders
decreased
43.3%
to
$24.7 million
.
|
•
|
Adjusted EBIT
increased
9.0%
to
$104.4 million
.
|
•
|
Diluted earnings per share
decreased
42.2%
to
$0.37
per diluted share.
|
•
|
Adjusted EPS
increased
13.4%
to
$0.93
per diluted share.
|
•
|
Fluid catalytic cracking catalysts,
also called FCC catalysts, that help to "crack" the hydrocarbon chains in distilled crude oil to produce transportation fuels, such as gasoline and diesel fuels, and feeds for production of petrochemicals;
FCC additives
used to reduce sulfur in gasoline, maximize propylene production from refinery FCC units, and reduce emissions of sulfur oxides, nitrogen oxides, and carbon monoxide from refinery FCC units; and
Methanol-to-Olefins (MTO) catalysts
, used to convert methanol, often derived from coal, into petrochemical feeds such as ethylene and propylene.
|
•
|
Hydroprocessing catalysts (HPC),
most of which are marketed through our Advanced Refining Technologies LLC (“ART”) joint venture with Chevron Products Company (“Chevron”), that are used in process reactors to upgrade heavy oils into lighter, more useful products, enabling less expensive feedstock usage in the petroleum refining process, and to produce products that meet more stringent environmental regulations. (We hold a 50% economic interest in ART, which is not consolidated in our financial statements so ART's sales are excluded from our sales.)
|
•
|
Polyolefin catalysts and catalyst supports,
also called specialty catalysts (SC), for the production of polyethylene and polypropylene thermoplastic resins, which can be customized to enhance the performance of a wide range of industrial and consumer end-use applications including high pressure pipe, geomembranes, food packaging, automotive parts, medical devices, and textiles; and
chemical catalysts
used in a variety of petrochemical chain conversions and fine chemical production.
|
•
|
Gas-phase polypropylene process technology,
which provides our licensees with a proven, cost-effective, flexible, and reliable capability to manufacture polypropylene products having a wide spectrum of performance attributes enabling customers to manufacture products for a broad array of end-use applications.
|
•
|
Consumer/Pharma,
specialized materials used as additives and intermediates for pharmaceuticals, nutraceuticals, beer, toothpaste, food and cosmetic segments.
|
•
|
Chemical process,
functional materials for use in plastics, rubber, tire, metal casting, and adsorbent products for petrochemical and natural gas applications.
|
•
|
Coatings,
functional additives for wood and architectural coatings that provide surface effects and corrosion protection for metal substrates.
|
Analysis of Operations
(In millions, except per share amounts)
|
Three Months Ended March 31,
|
|||||||||
2019
|
|
2018
|
|
% Change
|
||||||
Net sales:
|
|
|
|
|
|
|||||
Catalysts Technologies
|
$
|
349.7
|
|
|
$
|
315.8
|
|
|
10.7
|
%
|
Materials Technologies
|
119.8
|
|
|
115.7
|
|
|
3.5
|
%
|
||
Total Grace net sales
|
$
|
469.5
|
|
|
$
|
431.5
|
|
|
8.8
|
%
|
Net sales by region:
|
|
|
|
|
|
|||||
North America
|
$
|
144.5
|
|
|
$
|
126.0
|
|
|
14.7
|
%
|
Europe Middle East Africa
|
194.6
|
|
|
178.7
|
|
|
8.9
|
%
|
||
Asia Pacific
|
109.2
|
|
|
100.2
|
|
|
9.0
|
%
|
||
Latin America
|
21.2
|
|
|
26.6
|
|
|
(20.3
|
)%
|
||
Total net sales by region
|
$
|
469.5
|
|
|
$
|
431.5
|
|
|
8.8
|
%
|
Performance measures:
|
|
|
|
|
|
|||||
Adjusted EBIT(A):
|
|
|
|
|
|
|||||
Catalysts Technologies segment operating income
|
$
|
101.4
|
|
|
$
|
92.1
|
|
|
10.1
|
%
|
Materials Technologies segment operating income
|
24.0
|
|
|
24.1
|
|
|
(0.4
|
)%
|
||
Corporate costs
|
(16.2
|
)
|
|
(16.6
|
)
|
|
2.4
|
%
|
||
Certain pension costs(B)
|
(4.8
|
)
|
|
(3.8
|
)
|
|
(26.3
|
)%
|
||
Adjusted EBIT
|
104.4
|
|
|
95.8
|
|
|
9.0
|
%
|
||
Costs related to legacy matters
|
(46.9
|
)
|
|
(2.0
|
)
|
|
|
|||
Restructuring and repositioning expenses
|
(2.3
|
)
|
|
(5.6
|
)
|
|
|
|||
Third-party acquisition-related costs
|
(0.3
|
)
|
|
(0.9
|
)
|
|
|
|||
Interest expense, net
|
(19.3
|
)
|
|
(18.9
|
)
|
|
(2.1
|
)%
|
||
(Provision for) benefit from income taxes
|
(10.9
|
)
|
|
(24.8
|
)
|
|
56.0
|
%
|
||
Income (loss) attributable to W. R. Grace & Co. shareholders
|
$
|
24.7
|
|
|
$
|
43.6
|
|
|
(43.3
|
)%
|
Diluted EPS
|
$
|
0.37
|
|
|
$
|
0.64
|
|
|
(42.2
|
)%
|
Adjusted EPS
|
$
|
0.93
|
|
|
$
|
0.82
|
|
|
13.4
|
%
|
Analysis of Operations
(In millions)
|
Three Months Ended March 31,
|
|||||||||
2019
|
|
2018
|
|
% Change
|
||||||
Adjusted performance measures:
|
|
|
|
|
|
|||||
Gross Margin:
|
|
|
|
|
|
|||||
Catalysts Technologies
|
42.4
|
%
|
|
41.5
|
%
|
|
0.9 pts
|
|
||
Materials Technologies
|
36.4
|
%
|
|
36.3
|
%
|
|
0.1 pts
|
|
||
Adjusted Gross Margin
|
40.9
|
%
|
|
40.1
|
%
|
|
0.8 pts
|
|
||
Pension costs in cost of goods sold
|
(0.7
|
)%
|
|
(0.8
|
)%
|
|
0.1 pts
|
|
||
Total Grace
|
40.2
|
%
|
|
39.3
|
%
|
|
0.9 pts
|
|
||
Adjusted EBIT:
|
|
|
|
|
|
|
|
|
||
Catalysts Technologies
|
$
|
101.4
|
|
|
$
|
92.1
|
|
|
10.1
|
%
|
Materials Technologies
|
24.0
|
|
|
24.1
|
|
|
(0.4
|
)%
|
||
Corporate, pension, and other
|
(21.0
|
)
|
|
(20.4
|
)
|
|
(2.9
|
)%
|
||
Total Grace
|
104.4
|
|
|
95.8
|
|
|
9.0
|
%
|
||
Depreciation and amortization:
|
|
|
|
|
|
|
|
|
||
Catalysts Technologies
|
$
|
20.5
|
|
|
$
|
19.4
|
|
|
5.7
|
%
|
Materials Technologies
|
3.5
|
|
|
4.7
|
|
|
(25.5
|
)%
|
||
Corporate
|
0.9
|
|
|
0.9
|
|
|
—
|
%
|
||
Total Grace
|
24.9
|
|
|
25.0
|
|
|
(0.4
|
)%
|
||
Adjusted EBITDA:
|
|
|
|
|
|
|
|
|
||
Catalysts Technologies
|
$
|
121.9
|
|
|
$
|
111.5
|
|
|
9.3
|
%
|
Materials Technologies
|
27.5
|
|
|
28.8
|
|
|
(4.5
|
)%
|
||
Corporate, pension, and other
|
(20.1
|
)
|
|
(19.5
|
)
|
|
(3.1
|
)%
|
||
Total Grace
|
129.3
|
|
|
120.8
|
|
|
7.0
|
%
|
||
Adjusted EBIT margin:
|
|
|
|
|
|
|||||
Catalysts Technologies
|
29.0
|
%
|
|
29.2
|
%
|
|
(0.2) pts
|
|
||
Materials Technologies
|
20.0
|
%
|
|
20.8
|
%
|
|
(0.8) pts
|
|
||
Total Grace
|
22.2
|
%
|
|
22.2
|
%
|
|
0.0 pts
|
|
||
Adjusted EBITDA margin:
|
|
|
|
|
|
|
|
|
||
Catalysts Technologies
|
34.9
|
%
|
|
35.3
|
%
|
|
(0.4) pts
|
|
||
Materials Technologies
|
23.0
|
%
|
|
24.9
|
%
|
|
(1.9) pts
|
|
||
Total Grace
|
27.5
|
%
|
|
28.0
|
%
|
|
(0.5) pts
|
|
Analysis of Operations
(In millions)
|
Four Quarters Ended March 31,
|
||||||
2019
|
|
2018
|
|||||
Calculation of Adjusted EBIT Return On Invested Capital (trailing four quarters):
|
|||||||
Adjusted EBIT
|
$
|
465.3
|
|
|
$
|
423.0
|
|
Invested Capital:
|
|
|
|
||||
Trade accounts receivable
|
257.8
|
|
|
269.1
|
|
||
Inventories
|
316.2
|
|
|
256.2
|
|
||
Accounts payable
|
(257.5
|
)
|
|
(217.3
|
)
|
||
|
316.5
|
|
|
308.0
|
|
||
Other current assets (excluding income taxes)
|
183.3
|
|
|
43.9
|
|
||
Properties and equipment, net
|
1,043.7
|
|
|
829.4
|
|
||
Goodwill
|
540.3
|
|
|
405.2
|
|
||
Technology and other intangible assets, net
|
351.1
|
|
|
251.6
|
|
||
Investment in unconsolidated affiliate
|
159.5
|
|
|
132.2
|
|
||
Other assets (excluding capitalized financing fees)
|
42.9
|
|
|
44.3
|
|
||
Other current liabilities (excluding income taxes, legacy matters, accrued interest, and restructuring)
|
(278.2
|
)
|
|
(157.8
|
)
|
||
Other liabilities (excluding income taxes and legacy matters)
|
(109.8
|
)
|
|
(142.7
|
)
|
||
Total invested capital
|
$
|
2,249.3
|
|
|
$
|
1,714.1
|
|
Adjusted EBIT Return On Invested Capital
|
20.7
|
%
|
|
24.7
|
%
|
(A)
|
Grace’s segment operating income includes only Grace’s share of income of consolidated and unconsolidated joint ventures.
|
(B)
|
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. Catalysts Technologies and Materials Technologies segment operating income and corporate costs do not include any amounts for pension expense. Other pension-related costs including annual mark-to-market (MTM) adjustments and actuarial gains and losses are excluded from Adjusted EBIT. These amounts are not used by management to evaluate the performance of Grace’s businesses and significantly affect the peer-to-peer and period-to-period comparability of our financial results. Mark-to-market adjustments and actuarial gains and losses relate primarily to changes in financial market values and actuarial assumptions and are not directly related to the operation of Grace’s businesses.
|
|
Three Months Ended March 31, 2019
as a Percentage Increase (Decrease) from Three Months Ended March 31, 2018 |
||||||||||
Net Sales Variance Analysis
|
Volume
|
|
Price
|
|
Currency Translation
|
|
Total
|
||||
Catalysts Technologies
|
10.1
|
%
|
|
2.2
|
%
|
|
(1.6
|
)%
|
|
10.7
|
%
|
Materials Technologies
|
6.0
|
%
|
|
2.4
|
%
|
|
(4.9
|
)%
|
|
3.5
|
%
|
Net sales
|
9.1
|
%
|
|
2.2
|
%
|
|
(2.5
|
)%
|
|
8.8
|
%
|
By Region:
|
|
|
|
|
|
|
|
||||
North America
|
11.2
|
%
|
|
3.5
|
%
|
|
—
|
%
|
|
14.7
|
%
|
Europe Middle East Africa
|
11.5
|
%
|
|
2.3
|
%
|
|
(4.9
|
)%
|
|
8.9
|
%
|
Asia Pacific
|
10.4
|
%
|
|
(0.8
|
)%
|
|
(0.6
|
)%
|
|
9.0
|
%
|
Latin America
|
(22.4
|
)%
|
|
7.6
|
%
|
|
(5.5
|
)%
|
|
(20.3
|
)%
|
|
Three Months Ended March 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 earnings per share
|
|
|
|
|
|
|
|
|
|
$
|
0.37
|
|
|
|
|
|
|
|
|
$
|
0.64
|
|
|||||||||
Costs related to legacy matters
|
$
|
46.9
|
|
|
$
|
10.9
|
|
|
$
|
36.0
|
|
|
0.54
|
|
|
$
|
2.0
|
|
|
$
|
0.3
|
|
|
$
|
1.7
|
|
|
0.03
|
|
||
Restructuring and repositioning expenses
|
2.3
|
|
|
0.6
|
|
|
1.7
|
|
|
0.03
|
|
|
5.6
|
|
|
1.1
|
|
|
4.5
|
|
|
0.07
|
|
||||||||
Third-party acquisition-related costs
|
0.3
|
|
|
0.1
|
|
|
0.2
|
|
|
—
|
|
|
0.9
|
|
|
0.3
|
|
|
0.6
|
|
|
0.01
|
|
||||||||
Income tax expense related to historical tax attributes(1)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
(4.7
|
)
|
|
4.7
|
|
|
0.07
|
|
||||||||||
Discrete tax items
|
|
|
1.0
|
|
|
(1.0
|
)
|
|
(0.01
|
)
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||||
Adjusted EPS
|
|
|
|
|
|
|
$
|
0.93
|
|
|
|
|
|
|
|
|
$
|
0.82
|
|
(1)
|
Our historical tax attribute carryforwards (net operating losses and tax credits) unfavorably affected our tax expense with respect to certain provisions of the Tax Cuts and Jobs Act of 2017. To normalize the effective tax rate, an adjustment was made to eliminate the tax expense impact associated with the historical tax attributes in 2018. Grace expects to be in a U.S. taxable income position in 2019 and, as such, does not anticipate that these historical tax attribute carryforwards will have a significant effect on its net income. These projections of U.S. taxable income may change in subsequent quarters, which could change Grace's U.S. GAAP tax expense and net income for 2019.
|
|
Three Months Ended March 31,
|
||||||
(in millions)
|
2019
|
|
2018
|
||||
Third-party costs of manufacturing and business transformation programs
|
$
|
1.1
|
|
|
$
|
3.3
|
|
Employee severance
|
1.5
|
|
|
1.2
|
|
||
Other
|
(0.3
|
)
|
|
1.1
|
|
||
Total restructuring and repositioning expenses
|
$
|
2.3
|
|
|
$
|
5.6
|
|
(In millions)
|
Maximum Borrowing Amount
|
|
Available Liquidity
|
|
Expiration Date
|
||||
China
|
$
|
23.0
|
|
|
$
|
21.1
|
|
|
April 3, 2023
|
Other countries
|
28.3
|
|
|
16.7
|
|
|
April 3, 2023, as well as open-ended
|
||
Total
|
$
|
51.3
|
|
|
$
|
37.8
|
|
|
|
|
Three Months Ended March 31,
|
||||||
(In millions)
|
2019
|
|
2018
|
||||
Net cash provided by (used for) operating activities
|
$
|
71.0
|
|
|
$
|
89.0
|
|
Net cash provided by (used for) investing activities
|
(46.1
|
)
|
|
(48.5
|
)
|
||
Net cash provided by (used for) financing activities
|
(21.8
|
)
|
|
(55.1
|
)
|
||
Effect of currency exchange rate changes on cash, cash equivalents, and restricted cash
|
(0.3
|
)
|
|
2.4
|
|
||
Net increase (decrease) in cash, cash equivalents, and restricted cash
|
2.8
|
|
|
(12.2
|
)
|
||
Cash, cash equivalents, and restricted cash, beginning of period
|
201.0
|
|
|
163.5
|
|
||
Cash, cash equivalents, and restricted cash, end of period
|
$
|
203.8
|
|
|
$
|
151.3
|
|
|
Three Months Ended March 31,
|
||||||
(In millions)
|
2019
|
|
2018
|
||||
U.S. pay-as-you-go plans
|
$
|
1.7
|
|
|
$
|
1.7
|
|
Non-U.S. advance-funded plans
|
0.4
|
|
|
—
|
|
||
Non-U.S. pay-as-you-go plans
|
1.9
|
|
|
2.0
|
|
||
Total Cash Contributions
|
$
|
4.0
|
|
|
$
|
3.7
|
|
Period
|
|
Total number of shares purchased
(#)
|
|
Average price paid per share
($/share)
|
|
Total number of shares purchased as part of publicly announced plans or programs
(#)
|
|
Approximate dollar value of shares that may yet be purchased under the plans or programs
($ in millions)
|
||||
1/1/2019 - 1/31/2019
|
|
53,416
|
|
|
67.10
|
|
|
53,416
|
|
|
135.3
|
|
2/1/2019 - 2/28/2019
|
|
16,444
|
|
|
72.72
|
|
|
16,444
|
|
|
134.1
|
|
3/1/2019 - 3/31/2019
|
|
—
|
|
|
—
|
|
|
—
|
|
|
134.1
|
|
Total
|
|
69,860
|
|
|
68.42
|
|
|
69,860
|
|
|
|
•
|
Are not statements of fact, but rather are used to allocate risk to one of the parties if the statements prove to be inaccurate;
|
•
|
May have been qualified by disclosures that were made to the other parties in connection with the negotiation of the applicable agreement, which disclosures are not necessarily reflected in the agreement;
|
•
|
May apply standards of materiality in a way that is different from what may be viewed as material to you or other investors; and
|
•
|
Were made only as of the date of the applicable agreement or such other date or dates as may be specified in the agreement and do not reflect more recent developments.
|
Exhibit No.
|
|
Description of Exhibit
|
|
Location
|
3.1
|
|
|
Exhibit 3.01 to Form 8-K (filed 2/07/14) SEC File No.: 001-13953
|
|
3.2
|
|
|
Exhibit 3.01 to Form 8-K (filed 1/23/15) SEC File No.: 001-13953
|
|
10.1
|
|
|
Exhibit 99.1 to Form 8-K (filed 2/20/19) SEC File No.: 001-13953*
|
|
15
|
|
|
Filed herewith
|
|
31(i).1
|
|
|
Filed herewith
|
|
31(i).2
|
|
|
Filed herewith
|
|
32
|
|
|
Filed herewith
|
|
95
|
|
|
Filed herewith
|
|
101.INS
|
|
XBRL Instance Document
|
|
The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
|
Exhibit No.
|
|
Description of Exhibit
|
|
Location
|
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
|
*
|
Management contracts and compensatory plans, contracts or arrangements required to be filed as exhibits to this Report.
|
|
W. R. GRACE & CO.
(Registrant)
|
|
|
|
|
Date: May 8, 2019
|
By:
|
/s/ HUDSON LA FORCE
|
|
|
Hudson La Force
President and Chief Executive Officer
(Principal Executive Officer)
|
|
|
|
Date: May 8, 2019
|
By:
|
/s/ WILLIAM C. DOCKMAN
|
|
|
William C. Dockman
Senior Vice President and Chief Financial Officer
(Principal Financial Officer)
|
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
No Customers Found
Suppliers
Supplier name | Ticker |
---|---|
Thermo Fisher Scientific Inc. | TMO |
CSX Corporation | CSX |
Illinois Tool Works Inc. | ITW |
Union Pacific Corporation | UNP |
ABB Ltd | ABB |
Celanese Corporation | CE |
Price
Yield
Owner | Position | Direct Shares | Indirect Shares |
---|