|
1-13953
|
|
65-0773649
|
(Commission File Number)
|
|
(IRS Employer Identification No.)
|
7500 Grace Drive
|
|
|
Columbia, Maryland
|
|
21044
|
(Address of Principal Executive Offices)
|
|
(Zip Code)
|
|
Item 8.01
|
Other Events
|
Item 9.01.
|
Financial Statements and Exhibits.
|
Exhibit No.
|
|
Description of Exhibit
|
|
10.1
|
|
|
Form of Nonstatutory Stock Option Grant Agreement
|
10.2
|
|
|
Form of Performance Based Unit Grant Agreement (including Administrative Practices)
|
10.3
|
|
|
Form of Restricted Stock Unit Grant Agreement (including Administrative Practices)
|
99.1
|
|
|
Unaudited Pro Forma Condensed Consolidated Financial Information.
|
|
|
W. R. GRACE & CO.
|
|
|
(Registrant)
|
|
|
|
|
By
|
/s/ Hudson La Force III
|
|
|
|
|
|
Hudson La Force III
|
|
|
President, Chief Operating Officer and
|
|
|
Chief Financial Officer
|
|
|
|
Dated: February 9, 2016
|
|
|
Exhibit No.
|
|
Description of Exhibit
|
|
10.1
|
|
|
Form of Nonstatutory Stock Option Grant Agreement
|
10.2
|
|
|
Form of Performance Based Unit Grant Agreement (including Administrative Practices)
|
10.3
|
|
|
Form of Restricted Stock Unit Grant Agreement (including Administrative Practices)
|
99.1
|
|
|
Unaudited Pro Forma Condensed Consolidated Financial Information.
|
(b)
|
Notwithstanding any provision of the Plan:
|
(c)
|
In the event you should become incapacitated or die and neither you nor your legal representative(s) or other person(s) is entitled to exercise this Option to the fullest extent possible on or before its termination, then the Company shall pay you, your legal representative(s) or such other person(s), as the case may be, an amount of money equal to the Fair Market Value (as defined under the Plan) of any shares remaining subject to this Option on the last date it could have been exercised, less the aggregate purchase price of such shares.
|
1.
|
Noncompetition
.
|
2.
|
Nonsolicitation of Customers
|
3.
|
Nonsolicitation of Employees
. You agree that during the [____] period immediately following cessation of your employment with the Company for any reason whatsoever, you shall not, on your behalf or on behalf of any person, firm, partnership, association, corporation or business organization, entity or enterprise, without the prior written consent of an authorized officer of the Company, recruit, solicit, or induce, or attempt to recruit, solicit, or induce, any employee of the Company (with whom you had contact or supervised during the term of your employment with the Company) to terminate their employment relationship with the Company or to perform services for any other person, firm, corporation or business organization or entity.
|
4.
|
You acknowledge that were you to breach the provisions of any of these restrictive covenants, the injury to the Company would be substantial, irreparable, and impossible to measure and compensate in money damages alone. You therefore agree that, in addition to provable damages, the Company may seek, and agrees that a court of competent jurisdiction should grant, preliminary and permanent injunctive relief prohibiting any conduct by you that violates any of these covenants.
|
1.
|
Noncompetition
|
2.
|
Nonsolicitation of Customers
|
3.
|
Nonsolicitation of Employees
. The Participant agrees that during the [___] period immediately following cessation of the Participant’s employment with the Company for any reason whatsoever, the Participant shall not, on the Participant’s own behalf or on behalf of any person, firm, partnership, association, corporation or business organization, entity or enterprise, without the prior written consent of an authorized officer of the Company, recruit, solicit, or induce, or attempt to recruit, solicit, or induce, any employee of the Company (with whom the Participant had contact or supervised during the term of the Participant’s employment with the Company) to terminate their employment relationship with the Company or to perform services for any other person, firm, corporation or business organization or entity.
|
4.
|
The Participant acknowledges that were the Participant to breach the provisions of any of these restrictive covenants, the injury to the Company would be substantial, irreparable, and impossible to measure and compensate in money damages alone. The Participant therefore agrees that, in addition to provable damages, the Company may seek, and agrees that a court of competent jurisdiction should grant, preliminary and permanent injunctive relief prohibiting any conduct by the Participant that violates any of these covenants.
|
•
|
the transfer to GCP of Grace's assets and liabilities that are specifically identifiable or otherwise allocable to GCP;
|
•
|
the elimination of Grace’s equity interest in GCP;
|
•
|
the removal of certain non-recurring separation costs directly related to the Separation and Distribution;
|
•
|
the cash distribution from GCP to Grace; and
|
•
|
the reduction in Grace's debt using the cash received from GCP.
|
(In millions, except per share amounts)
|
Historical Grace
(as reported)
|
|
Discontinued Operations(A)
|
|
Pro Forma Adjustments(B)
|
|
Pro Forma Grace Continuing Operations
|
||||||||
Net sales
|
$
|
2,292.8
|
|
|
$
|
(1,089.4
|
)
|
|
|
|
$
|
1,203.4
|
|
||
Cost of goods sold
|
1,412.0
|
|
|
(690.1
|
)
|
|
|
|
721.9
|
|
|||||
Gross profit
|
880.8
|
|
|
(399.3
|
)
|
|
|
|
|
481.5
|
|
||||
Selling, general and administrative expenses
|
409.4
|
|
|
(184.3
|
)
|
|
|
|
225.1
|
|
|||||
Research and development expenses
|
53.2
|
|
|
(16.8
|
)
|
|
|
|
36.4
|
|
|||||
Interest expense and related financing costs
|
74.9
|
|
|
(1.1
|
)
|
|
(11.9
|
)
|
|
61.9
|
|
||||
Interest accretion on deferred payment obligations
|
0.6
|
|
|
—
|
|
|
|
|
0.6
|
|
|||||
Loss in Venezuela
|
60.8
|
|
|
(60.8
|
)
|
|
|
|
—
|
|
|||||
Repositioning expenses
|
34.3
|
|
|
(28.2
|
)
|
|
(6.1
|
)
|
|
—
|
|
||||
Equity in earnings of unconsolidated affiliate
|
(12.1
|
)
|
|
—
|
|
|
|
|
(12.1
|
)
|
|||||
Gain on termination and curtailment of postretirement plans
|
(4.5
|
)
|
|
—
|
|
|
|
|
(4.5
|
)
|
|||||
Chapter 11 expenses, net
|
4.3
|
|
|
—
|
|
|
|
|
4.3
|
|
|||||
Other expense, net
|
13.1
|
|
|
(11.2
|
)
|
|
6.1
|
|
|
8.0
|
|
||||
Total costs and expenses
|
634.0
|
|
|
(302.4
|
)
|
|
(11.9
|
)
|
|
319.7
|
|
||||
Income from continuing operations before income taxes
|
246.8
|
|
|
(96.9
|
)
|
|
11.9
|
|
|
161.8
|
|
||||
Provision for income taxes on continuing operations
|
(122.4
|
)
|
|
69.3
|
|
|
(4.4
|
)
|
|
(57.5
|
)
|
||||
Net income from continuing operations
|
124.4
|
|
|
(27.6
|
)
|
|
7.5
|
|
|
104.3
|
|
||||
Less: Net (income) loss attributable to noncontrolling interests
|
(0.5
|
)
|
|
0.6
|
|
|
|
|
0.1
|
|
|||||
Net income from continuing operations attributable to W. R. Grace & Co. shareholders
|
$
|
123.9
|
|
|
$
|
(27.0
|
)
|
|
$
|
7.5
|
|
|
$
|
104.4
|
|
Earnings Per Share From Continuing Operations Attributable to W. R. Grace & Co. Shareholders
|
|
|
|
|
|
|
|
||||||||
Basic earnings per share:
|
|
|
|
|
|
|
|
||||||||
Net income from continuing operations attributable to W. R. Grace & Co. shareholders
|
$
|
1.71
|
|
|
|
|
|
|
$
|
1.44
|
|
||||
Weighted average number of basic shares
|
72.5
|
|
|
|
|
|
|
72.5
|
|
||||||
Diluted earnings per share:
|
|
|
|
|
|
|
|
||||||||
Net income from continuing operations attributable to W. R. Grace & Co. shareholders
|
$
|
1.69
|
|
|
|
|
|
|
$
|
1.43
|
|
||||
Weighted average number of diluted shares
|
73.1
|
|
|
|
|
|
|
73.1
|
|
(In millions, except per share amounts)
|
Historical Grace
(as reported)
|
|
Discontinued Operations(A)
|
|
Pro Forma Adjustments(B)
|
|
Pro Forma Grace Continuing Operations
|
||||||||
Net sales
|
$
|
3,243.0
|
|
|
$
|
(1,485.7
|
)
|
|
|
|
$
|
1,757.3
|
|
||
Cost of goods sold
|
2,050.6
|
|
|
(957.0
|
)
|
|
|
|
1,093.6
|
|
|||||
Gross profit
|
1,192.4
|
|
|
(528.7
|
)
|
|
|
|
|
663.7
|
|
||||
Selling, general and administrative expenses
|
664.0
|
|
|
(248.9
|
)
|
|
|
|
415.1
|
|
|||||
Research and development expenses
|
79.5
|
|
|
(27.9
|
)
|
|
|
|
51.6
|
|
|||||
Interest expense and related financing costs
|
61.5
|
|
|
(3.9
|
)
|
|
(15.3
|
)
|
|
42.3
|
|
||||
Interest accretion on deferred payment obligations
|
65.7
|
|
|
—
|
|
|
|
|
65.7
|
|
|||||
Gain on termination of postretirement plans
|
(39.5
|
)
|
|
—
|
|
|
|
|
(39.5
|
)
|
|||||
Chapter 11 expenses, net
|
11.0
|
|
|
—
|
|
|
|
|
11.0
|
|
|||||
Asbestos and bankruptcy-related charges, net
|
7.1
|
|
|
—
|
|
|
|
|
7.1
|
|
|||||
Equity in earnings of unconsolidated affiliate
|
(19.7
|
)
|
|
—
|
|
|
|
|
(19.7
|
)
|
|||||
Other expense, net
|
28.5
|
|
|
(17.8
|
)
|
|
|
|
10.7
|
|
|||||
Total costs and expenses
|
858.1
|
|
|
(298.5
|
)
|
|
(15.3
|
)
|
|
544.3
|
|
||||
Income from continuing operations before income taxes
|
334.3
|
|
|
(230.2
|
)
|
|
15.3
|
|
|
119.4
|
|
||||
Benefit from (provision for) income taxes on continuing operations
|
(57.0
|
)
|
|
69.4
|
|
|
(5.6
|
)
|
|
6.8
|
|
||||
Net income from continuing operations
|
277.3
|
|
|
(160.8
|
)
|
|
9.7
|
|
|
126.2
|
|
||||
Less: Net income attributable to noncontrolling interests
|
(1.0
|
)
|
|
1.2
|
|
|
|
|
0.2
|
|
|||||
Net income from continuing operations attributable to W. R. Grace & Co. shareholders
|
$
|
276.3
|
|
|
$
|
(159.6
|
)
|
|
$
|
9.7
|
|
|
$
|
126.4
|
|
Earnings Per Share From Continuing Operations Attributable to W. R. Grace & Co. Shareholders
|
|
|
|
|
|
|
|
||||||||
Basic earnings per share:
|
|
|
|
|
|
|
|
||||||||
Net income from continuing operations attributable to W. R. Grace & Co. shareholders
|
$
|
3.67
|
|
|
|
|
|
|
$
|
1.68
|
|
||||
Weighted average number of basic shares
|
75.3
|
|
|
|
|
|
|
75.3
|
|
||||||
Diluted earnings per share:
|
|
|
|
|
|
|
|
||||||||
Net income from continuing operations attributable to W. R. Grace & Co. shareholders
|
$
|
3.63
|
|
|
|
|
|
|
$
|
1.66
|
|
||||
Weighted average number of diluted shares
|
76.2
|
|
|
|
|
|
|
76.2
|
|
(In millions, except per share amounts)
|
Historical Grace
(as reported)
|
|
Discontinued Operations(A)
|
|
Pro Forma Grace Continuing Operations
|
||||||
Net sales
|
$
|
3,060.7
|
|
|
$
|
(1,451.2
|
)
|
|
$
|
1,609.5
|
|
Cost of goods sold
|
1,918.6
|
|
|
(945.5
|
)
|
|
973.1
|
|
|||
Gross profit
|
1,142.1
|
|
|
(505.7
|
)
|
|
636.4
|
|
|||
Selling, general and administrative expenses
|
505.7
|
|
|
(252.2
|
)
|
|
253.5
|
|
|||
Research and development expenses
|
65.2
|
|
|
(24.3
|
)
|
|
40.9
|
|
|||
Interest expense and related financing costs
|
43.8
|
|
|
(3.2
|
)
|
|
40.6
|
|
|||
Chapter 11 expenses, net of interest income
|
15.3
|
|
|
—
|
|
|
15.3
|
|
|||
Default interest settlement
|
129.0
|
|
|
—
|
|
|
129.0
|
|
|||
Asbestos and bankruptcy-related charges, net
|
21.9
|
|
|
—
|
|
|
21.9
|
|
|||
Equity in earnings of unconsolidated affiliate
|
(22.9
|
)
|
|
—
|
|
|
(22.9
|
)
|
|||
Other expense, net
|
23.5
|
|
|
(14.3
|
)
|
|
9.2
|
|
|||
Total costs and expenses
|
781.5
|
|
|
(294.0
|
)
|
|
487.5
|
|
|||
Income from continuing operations before income taxes
|
360.6
|
|
|
(211.7
|
)
|
|
148.9
|
|
|||
Provision for income taxes on continuing operations
|
(102.9
|
)
|
|
73.7
|
|
|
(29.2
|
)
|
|||
Net income from continuing operations
|
257.7
|
|
|
(138.0
|
)
|
|
119.7
|
|
|||
Less: Net income attributable to noncontrolling interests
|
(1.6
|
)
|
|
1.6
|
|
|
—
|
|
|||
Net income from continuing operations attributable to W. R. Grace & Co. shareholders
|
$
|
256.1
|
|
|
$
|
(136.4
|
)
|
|
$
|
119.7
|
|
Earnings Per Share From Continuing Operations Attributable to W. R. Grace & Co. Shareholders
|
|
|
|
|
|
||||||
Basic earnings per share:
|
|
|
|
|
|
||||||
Net income from continuing operations attributable to W. R. Grace & Co. shareholders
|
$
|
3.35
|
|
|
|
|
$
|
1.57
|
|
||
Weighted average number of basic shares
|
76.4
|
|
|
|
|
76.4
|
|
||||
Diluted earnings per share:
|
|
|
|
|
|
||||||
Net income from continuing operations attributable to W. R. Grace & Co. shareholders
|
$
|
3.30
|
|
|
|
|
$
|
1.54
|
|
||
Weighted average number of diluted shares
|
77.7
|
|
|
|
|
77.7
|
|
(In millions, except per share amounts)
|
Historical Grace
(as reported)
|
|
Discontinued Operations(A)
|
|
Pro Forma Grace Continuing Operations
|
||||||
Net sales
|
$
|
3,155.5
|
|
|
$
|
(1,417.7
|
)
|
|
$
|
1,737.8
|
|
Cost of goods sold
|
2,041.1
|
|
|
(945.8
|
)
|
|
1,095.3
|
|
|||
Gross profit
|
1,114.4
|
|
|
(471.9
|
)
|
|
642.5
|
|
|||
Selling, general and administrative expenses
|
635.2
|
|
|
(272.3
|
)
|
|
362.9
|
|
|||
Research and development expenses
|
64.5
|
|
|
(24.2
|
)
|
|
40.3
|
|
|||
Interest expense and related financing costs
|
46.5
|
|
|
(1.6
|
)
|
|
44.9
|
|
|||
Chapter 11 expenses, net of interest income
|
16.6
|
|
|
—
|
|
|
16.6
|
|
|||
Asbestos and bankruptcy-related charges, net
|
384.6
|
|
|
—
|
|
|
384.6
|
|
|||
Equity in earnings of unconsolidated affiliate
|
(18.5
|
)
|
|
—
|
|
|
(18.5
|
)
|
|||
Other expense, net
|
6.1
|
|
|
(2.2
|
)
|
|
3.9
|
|
|||
Total costs and expenses
|
1,135.0
|
|
|
(300.3
|
)
|
|
834.7
|
|
|||
(Loss) income from continuing operations before income taxes
|
(20.6
|
)
|
|
(171.6
|
)
|
|
(192.2
|
)
|
|||
Benefit from (provision for) income taxes on continuing operations
|
61.6
|
|
|
58.2
|
|
|
119.8
|
|
|||
Net income (loss) from continuing operations
|
41.0
|
|
|
(113.4
|
)
|
|
(72.4
|
)
|
|||
Less: Net (income) loss attributable to noncontrolling interests
|
(1.0
|
)
|
|
1.1
|
|
|
0.1
|
|
|||
Net income (loss) from continuing operations attributable to W. R. Grace & Co. shareholders
|
$
|
40.0
|
|
|
$
|
(112.3
|
)
|
|
$
|
(72.3
|
)
|
Earnings Per Share From Continuing Operations Attributable to W. R. Grace & Co. Shareholders
|
|
|
|
|
|
||||||
Basic earnings per share:
|
|
|
|
|
|
||||||
Net income (loss) from continuing operations attributable to W. R. Grace & Co. shareholders
|
$
|
0.53
|
|
|
|
|
$
|
(0.97
|
)
|
||
Weighted average number of basic shares
|
74.9
|
|
|
|
|
74.9
|
|
||||
Diluted earnings per share:
|
|
|
|
|
|
||||||
Net income (loss) from continuing operations attributable to W. R. Grace & Co. shareholders
|
$
|
0.52
|
|
|
|
|
$
|
(0.95
|
)
|
||
Weighted average number of diluted shares
|
76.3
|
|
|
|
|
76.3
|
|
(In millions, except par value and shares)
|
Historical Grace
(as reported) |
|
Discontinued Operations(A)
|
|
Pro Forma Adjustments
|
|
Pro Forma Grace Continuing Operations
|
||||||||
ASSETS
|
|
|
|
|
|
|
|
||||||||
Current Assets
|
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents
|
$
|
331.1
|
|
|
$
|
(99.9
|
)
|
|
$
|
250.0
|
|
(C)
|
$
|
481.2
|
|
Trade accounts receivable, net
|
455.2
|
|
|
(234.4
|
)
|
|
|
|
220.8
|
|
|||||
Inventories
|
323.1
|
|
|
(114.2
|
)
|
|
|
|
208.9
|
|
|||||
Deferred income taxes
|
239.6
|
|
|
(8.5
|
)
|
|
|
|
231.1
|
|
|||||
Other current assets
|
77.3
|
|
|
(32.2
|
)
|
|
|
|
45.1
|
|
|||||
Total Current Assets
|
1,426.3
|
|
|
(489.2
|
)
|
|
250.0
|
|
|
1,187.1
|
|
||||
Properties and equipment, net
|
813.9
|
|
|
(187.1
|
)
|
|
|
|
626.8
|
|
|||||
Goodwill
|
439.9
|
|
|
(102.8
|
)
|
|
|
|
337.1
|
|
|||||
Technology and other intangible assets, net
|
265.7
|
|
|
(34.2
|
)
|
|
|
|
231.5
|
|
|||||
Deferred income taxes
|
545.6
|
|
|
(15.7
|
)
|
|
|
|
529.9
|
|
|||||
Overfunded defined benefit pension plans
|
44.7
|
|
|
(44.7
|
)
|
|
|
|
—
|
|
|||||
Investment in unconsolidated affiliate
|
112.1
|
|
|
—
|
|
|
|
|
112.1
|
|
|||||
Other assets
|
59.3
|
|
|
(7.6
|
)
|
|
(8.0
|
)
|
(C)
|
43.7
|
|
||||
Total Assets
|
$
|
3,707.5
|
|
|
$
|
(881.3
|
)
|
|
$
|
242.0
|
|
|
$
|
3,068.2
|
|
LIABILITIES AND EQUITY
|
|
|
|
|
|
|
|
||||||||
Current Liabilities
|
|
|
|
|
|
|
|
||||||||
Debt payable within one year
|
$
|
72.0
|
|
|
$
|
(10.2
|
)
|
|
$
|
(11.2
|
)
|
(C)
|
$
|
50.6
|
|
Accounts payable
|
262.3
|
|
|
(117.5
|
)
|
|
|
|
144.8
|
|
|||||
Other current liabilities
|
380.8
|
|
|
(126.3
|
)
|
|
47.8
|
|
(D)
|
302.3
|
|
||||
Total Current Liabilities
|
715.1
|
|
|
(254.0
|
)
|
|
36.6
|
|
|
497.7
|
|
||||
Debt payable after one year
|
2,143.8
|
|
|
—
|
|
|
(487.9
|
)
|
(C)
|
1,655.9
|
|
||||
Deferred income taxes
|
17.7
|
|
|
(21.5
|
)
|
|
|
|
(3.8
|
)
|
|||||
Income tax contingencies
|
22.5
|
|
|
(12.5
|
)
|
|
|
|
10.0
|
|
|||||
Underfunded and unfunded defined benefit pension plans
|
440.0
|
|
|
(76.9
|
)
|
|
|
|
363.1
|
|
|||||
Other liabilities
|
111.0
|
|
|
(8.2
|
)
|
|
|
|
102.8
|
|
|||||
Total Liabilities
|
3,450.1
|
|
|
(373.1
|
)
|
|
(451.3
|
)
|
|
2,625.7
|
|
||||
Equity
|
|
|
|
|
|
|
|
||||||||
Common stock issued, par value $0.01; 300,000,000 shares authorized; outstanding: 71,354,446
|
0.8
|
|
|
—
|
|
|
|
|
0.8
|
|
|||||
Paid-in capital
|
491.1
|
|
|
—
|
|
|
|
|
|
491.1
|
|
||||
Retained earnings
|
416.0
|
|
|
(592.2
|
)
|
|
693.3
|
|
(E)
|
517.1
|
|
||||
Treasury stock, at cost: shares: 6,102,179
|
(581.3
|
)
|
|
—
|
|
|
|
|
(581.3
|
)
|
|||||
Accumulated other comprehensive loss
|
(73.6
|
)
|
|
87.1
|
|
|
|
|
13.5
|
|
|||||
Total W. R. Grace & Co. Shareholders' Equity
|
253.0
|
|
|
(505.1
|
)
|
|
693.3
|
|
|
441.2
|
|
||||
Noncontrolling interests
|
4.4
|
|
|
(3.1
|
)
|
|
|
|
1.3
|
|
|||||
Total Equity
|
257.4
|
|
|
(508.2
|
)
|
|
693.3
|
|
|
442.5
|
|
||||
Total Liabilities and Equity
|
$
|
3,707.5
|
|
|
$
|
(881.3
|
)
|
|
$
|
242.0
|
|
|
$
|
3,068.2
|
|
|
Nine Months Ended September 30, 2015
|
|
Year Ended
|
||||||||
(In millions, except per share amounts)
|
|
December 31, 2014
|
|
December 31, 2013
|
|||||||
Net sales:
|
|
|
|
|
|
||||||
Catalysts Technologies
|
$
|
855.6
|
|
|
$
|
1,246.8
|
|
|
$
|
1,124.0
|
|
Materials Technologies
|
347.8
|
|
|
510.5
|
|
|
485.5
|
|
|||
Total Grace net sales
|
$
|
1,203.4
|
|
|
$
|
1,757.3
|
|
|
$
|
1,609.5
|
|
Net sales by region:
|
|
|
|
|
|
||||||
North America
|
$
|
366.5
|
|
|
$
|
546.0
|
|
|
$
|
462.6
|
|
Europe Middle East Africa
|
463.9
|
|
|
701.0
|
|
|
702.7
|
|
|||
Asia Pacific
|
286.0
|
|
|
366.5
|
|
|
318.5
|
|
|||
Latin America
|
87.0
|
|
|
143.8
|
|
|
125.7
|
|
|||
Total net sales by region
|
$
|
1,203.4
|
|
|
$
|
1,757.3
|
|
|
$
|
1,609.5
|
|
Profitability performance measures:
|
|
|
|
|
|
||||||
Adjusted EBIT(F)(G):
|
|
|
|
|
|
||||||
Catalysts Technologies segment operating income
|
$
|
246.7
|
|
|
$
|
378.3
|
|
|
$
|
327.5
|
|
Materials Technologies segment operating income
|
70.9
|
|
|
101.2
|
|
|
92.5
|
|
|||
Corporate costs
|
(65.3
|
)
|
|
(95.3
|
)
|
|
(82.7
|
)
|
|||
Gain on termination of postretirement plans related to current businesses
|
1.9
|
|
|
23.6
|
|
|
—
|
|
|||
Certain pension costs(H)
|
(15.4
|
)
|
|
(24.5
|
)
|
|
(22.1
|
)
|
|||
Adjusted EBIT
|
238.8
|
|
|
383.3
|
|
|
315.2
|
|
|||
Benefit (costs) related to Chapter 11 and asbestos, net
|
0.9
|
|
|
(26.3
|
)
|
|
(46.1
|
)
|
|||
Pension MTM adjustment and other related costs, net
|
(4.2
|
)
|
|
(137.6
|
)
|
|
58.8
|
|
|||
Gain on termination of postretirement plans related to divested businesses
|
2.6
|
|
|
15.9
|
|
|
—
|
|
|||
Restructuring expenses and asset impairments
|
(8.8
|
)
|
|
(4.1
|
)
|
|
(5.1
|
)
|
|||
Repositioning expenses
|
(6.1
|
)
|
|
—
|
|
|
—
|
|
|||
Gain (loss) on sale of product line
|
—
|
|
|
0.2
|
|
|
(1.0
|
)
|
|||
Income and expense items related to divested businesses
|
1.0
|
|
|
(5.2
|
)
|
|
(4.1
|
)
|
|||
Default interest settlement
|
—
|
|
|
—
|
|
|
(129.0
|
)
|
|||
Interest expense, net
|
(62.3
|
)
|
|
(106.6
|
)
|
|
(39.8
|
)
|
|||
Benefit from (provision for) income taxes
|
(57.5
|
)
|
|
6.8
|
|
|
(29.2
|
)
|
|||
Net income from continuing operations attributable to W. R. Grace & Co. shareholders
|
$
|
104.4
|
|
|
$
|
126.4
|
|
|
$
|
119.7
|
|
|
Nine Months Ended September 30, 2015
|
|
Year Ended
|
||||||||
(In millions, except per share amounts)
|
|
December 31, 2014
|
|
December 31, 2013
|
|||||||
Adjusted profitability performance measures:
|
|
|
|
|
|
||||||
Adjusted Gross Margin:
|
|
|
|
|
|
|
|
||||
Catalysts Technologies
|
41.9
|
%
|
|
42.8
|
%
|
|
40.1
|
%
|
|||
Materials Technologies
|
38.4
|
%
|
|
37.9
|
%
|
|
36.3
|
%
|
|||
Adjusted Gross Margin
|
40.9
|
%
|
|
41.4
|
%
|
|
38.9
|
%
|
|||
Pension costs in cost of goods sold
|
(0.9
|
)%
|
|
(3.8
|
)%
|
|
0.7
|
%
|
|||
Total Grace
|
40.0
|
%
|
|
37.6
|
%
|
|
39.6
|
%
|
|||
Adjusted EBIT:
|
|
|
|
|
|
||||||
Catalysts Technologies
|
$
|
246.7
|
|
|
$
|
378.3
|
|
|
$
|
327.5
|
|
Materials Technologies
|
70.9
|
|
|
101.2
|
|
|
92.5
|
|
|||
Corporate
|
(78.8
|
)
|
|
(96.2
|
)
|
|
(104.8
|
)
|
|||
Total Grace
|
238.8
|
|
|
383.3
|
|
|
315.2
|
|
|||
Depreciation and amortization:
|
|
|
|
|
|
||||||
Catalysts Technologies
|
$
|
51.2
|
|
|
$
|
66.3
|
|
|
$
|
54.2
|
|
Materials Technologies
|
17.6
|
|
|
26.2
|
|
|
25.7
|
|
|||
Corporate
|
6.0
|
|
|
10.2
|
|
|
7.9
|
|
|||
Total Grace
|
74.8
|
|
|
102.7
|
|
|
87.8
|
|
|||
Adjusted EBITDA:
|
|
|
|
|
|
||||||
Catalysts Technologies
|
$
|
297.9
|
|
|
$
|
444.6
|
|
|
$
|
381.7
|
|
Materials Technologies
|
88.5
|
|
|
127.4
|
|
|
118.2
|
|
|||
Corporate
|
(72.8
|
)
|
|
(86.0
|
)
|
|
(96.9
|
)
|
|||
Total Grace
|
313.6
|
|
|
486.0
|
|
|
403.0
|
|
|||
Operating margin:
|
|
|
|
|
|
||||||
Catalysts Technologies
|
28.8
|
%
|
|
30.3
|
%
|
|
29.1
|
%
|
|||
Materials Technologies
|
20.4
|
%
|
|
19.8
|
%
|
|
19.1
|
%
|
|||
Total Grace
|
19.8
|
%
|
|
21.8
|
%
|
|
19.6
|
%
|
|||
Adjusted EBITDA margin:
|
|
|
|
|
|
||||||
Catalysts Technologies
|
34.8
|
%
|
|
35.7
|
%
|
|
34.0
|
%
|
|||
Materials Technologies
|
25.4
|
%
|
|
25.0
|
%
|
|
24.3
|
%
|
|||
Total Grace
|
26.1
|
%
|
|
27.7
|
%
|
|
25.0
|
%
|
(A)
|
Reflects the discontinued operations of Grace. Includes the removal of the assets, liabilities, equity and results of operations of GCP and non-recurring costs directly related to the Separation and Distribution transactions. Does not adjust for certain general corporate overhead expenses that were not specifically related to GCP and did not meet the discontinued operations criteria.
|
(B)
|
Reflects a reduction of interest expense related to the repayment of debt by Grace as part of Grace’s post-separation capital structure. Interest expense was not adjusted for the years ended December 31, 2013 and 2012, as a result of Grace's status as a debtor under Chapter 11.
|
(C)
|
Reflects the $750 million cash distributions from GCP to Grace and the repayment of $500 million of U.S. dollar and euro term loans issued in February 2014. Also reflects the write-off of deferred financing fees associated with the term loans.
|
(D)
|
Reflects the expected one-time Separation-related costs incurred subsequent to September 30, 2015. These costs primarily relate to non-recurring professional fees incurred in connection with the Separation.
|
(E)
|
Reflects the impact to Grace's Retained Earnings from the pro forma adjustments described in notes (C) and (D) above.
|
(F)
|
In the above charts, Grace presents its results of operations by operating segment and for adjusted operations. Adjusted EBIT means net income from continuing operations adjusted for: interest income and expense; income taxes; costs related to Chapter 11 and asbestos; restructuring and repositioning expenses and related asset impairments; pension costs other than service and interest costs, expected returns on plan assets, and amortization of prior service costs/credits; income and expense items related to divested businesses, product lines, and certain other investments; gains and losses on sales of businesses, product lines, and certain other investments; and certain other unusual or infrequent items that are not representative of underlying trends. Adjusted EBITDA means Adjusted EBIT adjusted for depreciation and amortization. Grace uses Adjusted EBIT as a performance measure in significant business decisions. Adjusted Gross Margin means gross margin adjusted for pension-related costs included in cost of goods sold. Adjusted EBIT, Adjusted EBITDA, and Adjusted Gross Margin do not purport to represent income or liquidity measures as defined under United States generally accepted accounting principles, and should not be considered as alternatives to such measures as an indicator of Grace's performance. These measures are provided to distinguish the operating results of Grace's current business base from the costs of Grace's Chapter 11 proceedings, asbestos liabilities, restructuring and repositioning activities, and divested businesses.
|
(G)
|
Grace's segment operating income includes only Grace's share of income from consolidated and unconsolidated joint ventures.
|
(H)
|
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 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.
|