Table of Contents

 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
ý
 
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended June 30, 2018
or
o
 
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File Number 1-13953
W. R. GRACE & CO.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation or organization)
65-0773649
(I.R.S. Employer Identification No.)
7500 Grace Drive, Columbia, Maryland 21044-4098
(Address of principal executive offices) (Zip code)
(410) 531-4000
(Registrant’s telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes  ý     No  o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes  ý     No  o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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
 
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes  o     No  ý
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes  ý     No  o
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
Class
 
Outstanding at July 31, 2018
Common Stock, $0.01 par value per share
 
67,238,067 shares
 


Table of Contents

TABLE OF CONTENTS
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
_______________________________________________________________________________
GRACE ® , the GRACE ® logo and, except as otherwise indicated, the other trademarks, service marks or trade names used in the text of this Report are trademarks, service marks, or trade names of operating units of W. R. Grace & Co. or its subsidiaries and/or affiliates. Unless the context indicates otherwise, in this Report the terms “Grace,” “we,” “us,” or “our” mean W. R. Grace & Co. and/or its consolidated subsidiaries and affiliates, and the term the “Company” means W. R. Grace & Co. Unless otherwise indicated, the contents of websites mentioned in this report are not incorporated by reference or otherwise made a part of this Report.
The Financial Accounting Standards Board ® is referred to in this Report as the “FASB.” The FASB issues, among other things, the FASB Accounting Standards Codification ® (“ASC”) and Accounting Standards Updates (“ASU”). The U.S. Internal Revenue Service is referred to in this Report as the “IRS.”

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PART I. FINANCIAL INFORMATION
Item 1.    Financial Statements
Review by Independent Registered Public Accounting Firm
With respect to the interim consolidated financial statements included in this Quarterly Report on Form 10-Q for the quarter ended June 30, 2018 , PricewaterhouseCoopers LLP, the Company’s independent registered public accounting firm, has applied limited procedures in accordance with professional auditing standards for a review of such information. Their report on the interim consolidated financial statements, which follows, states that they did not audit and they do not express an opinion on the unaudited interim consolidated financial statements. Accordingly, the degree of reliance on their report on the unaudited interim consolidated financial statements should be restricted in light of the limited nature of the review procedures applied. This report is not considered a “report” within the meaning of Sections 7 and 11 of the Securities Act of 1933, and, therefore, the independent accountants’ liability under Section 11 does not extend to it.

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Report of Independent Registered Public Accounting Firm
To the Shareholders and Board of Directors of W. R. Grace & Co.:

Results of Review of Financial Statements

We have reviewed the accompanying consolidated balance sheet of W. R. Grace & Co. and its subsidiaries as of June 30, 2018, and the related consolidated statements of operations and comprehensive income (loss) for the three-month and six-month periods ended June 30, 2018 and 2017 and the consolidated statements of equity and of cash flows for the six-month periods ended June 30, 2018 and 2017, including the related notes (collectively referred to as the “interim financial statements”). Based on our reviews, we are not aware of any material modifications that should be made to the accompanying interim financial statements for them to be in conformity with accounting principles generally accepted in the United States of America.

We have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheet of the Company as of December 31, 2017, and the related consolidated statements of operations, of comprehensive income, of equity, and of cash flows for the year then ended (not presented herein), and in our report dated February 22, 2018, we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying consolidated balance sheet information as of December 31, 2017, is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived.

Basis for Review Results

These interim financial statements are the responsibility of the Company’s management. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our review in accordance with the standards of the PCAOB. A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the PCAOB, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.


/s/ PricewaterhouseCoopers LLP
Baltimore, Maryland
August 8, 2018


4


W. R. Grace & Co. and Subsidiaries
Consolidated Statements of Operations (unaudited)
 
Three Months Ended June 30,
 
Six Months Ended June 30,
(In millions, except per share amounts)
2018
 
2017
 
2018
 
2017
Net sales
$
485.7

 
$
429.5

 
$
917.2

 
$
827.5

Cost of goods sold
287.0

 
262.3

 
549.0

 
507.1

Gross profit
198.7

 
167.2

 
368.2

 
320.4

Selling, general and administrative expenses
82.2

 
69.3

 
151.5

 
134.8

Research and development expenses
16.1

 
13.6

 
30.8

 
27.5

Provision for environmental remediation, net
0.5

 
13.2

 
0.6

 
13.2

Equity in earnings of unconsolidated affiliate
(8.2
)
 
(6.1
)
 
(13.6
)
 
(13.1
)
Restructuring and repositioning expenses
18.8

 
5.4

 
24.4

 
7.7

Interest expense and related financing costs
19.9

 
20.1

 
39.2

 
39.6

Other (income) expense, net
5.8

 
(11.4
)
 
3.5

 
(13.3
)
Total costs and expenses
135.1

 
104.1

 
236.4

 
196.4

Income (loss) before income taxes
63.6

 
63.1

 
131.8

 
124.0

(Provision for) benefit from income taxes
(25.0
)

(19.6
)
 
(49.8
)
 
(37.6
)
Net income (loss)
38.6

 
43.5

 
82.0

 
86.4

Less: Net (income) loss attributable to noncontrolling interests
0.2

 
0.4

 
0.4

 
0.4

Net income (loss) attributable to W. R. Grace & Co. shareholders
$
38.8

 
$
43.9

 
$
82.4

 
$
86.8

Earnings Per Share Attributable to W. R. Grace & Co. Shareholders
 
 
 
 
 
 
 
Basic earnings per share:
 
 
 
 
 
 
 
Net income (loss)
$
0.58

 
$
0.64

 
$
1.22

 
$
1.27

Weighted average number of basic shares
67.3


68.3

 
67.4

 
68.3

Diluted earnings per share:
 
 
 
 
 
 
 
Net income (loss)
$
0.58

 
$
0.64

 
$
1.22

 
$
1.27

Weighted average number of diluted shares
67.4

 
68.4

 
67.5

 
68.5

Dividends per common share
$
0.24

 
$
0.21

 
$
0.48

 
$
0.42


The Notes to Consolidated Financial Statements are an integral part of these statements.

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W. R. Grace & Co. and Subsidiaries
Consolidated Statements of Comprehensive Income (Loss) (unaudited)
 
Three Months Ended June 30,
 
Six Months Ended June 30,
(In millions)
2018
 
2017
 
2018
 
2017
Net income (loss)
$
38.6

 
$
43.5

 
$
82.0

 
$
86.4

Other comprehensive income (loss), net of income taxes:
 
 
 
 
 
 
 
Defined benefit pension and other postretirement plans
(0.2
)
 
(0.4
)
 
(0.4
)
 
(0.7
)
Currency translation adjustments
37.9

 
(8.3
)
 
19.7

 
(9.7
)
Gain (loss) from hedging activities
(5.2
)
 
(0.2
)
 
(3.4
)
 
0.5

Total other comprehensive income (loss)
32.5

 
(8.9
)
 
15.9

 
(9.9
)
Comprehensive income (loss)
71.1

 
34.6

 
97.9

 
76.5

Less: comprehensive (income) loss attributable to noncontrolling interests
0.2

 
0.4

 
0.4

 
0.4

Comprehensive income (loss) attributable to W. R. Grace & Co. shareholders
$
71.3

 
$
35.0

 
$
98.3

 
$
76.9


The Notes to Consolidated Financial Statements are an integral part of these statements.

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W. R. Grace & Co. and Subsidiaries
Consolidated Statements of Cash Flows (unaudited)
 
Six Months Ended June 30,
(In millions)
2018
 
2017
OPERATING ACTIVITIES
 
 
 
Net income (loss)
$
82.0

 
$
86.4

Reconciliation to net cash provided by (used for) operating activities:
 
 
 
Depreciation and amortization
50.9

 
54.2

Equity in earnings of unconsolidated affiliate
(13.6
)
 
(13.1
)
Costs related to legacy product, environmental and other claims
4.3


17.0

Cash paid for legacy product, environmental and other claims
(12.6
)
 
(44.2
)
Provision for (benefit from) income taxes
49.8

 
37.6

Cash paid for income taxes
(16.7
)
 
(31.3
)
Income tax refunds received
0.1

 
29.7

Loss on early extinguishment of debt
4.8

 
—

Interest expense and related financing costs
39.2


39.6

Cash paid for interest
(39.6
)
 
(34.3
)
Defined benefit pension expense
7.8

 
8.2

Cash paid under defined benefit pension arrangements
(57.9
)
 
(7.8
)
Changes in assets and liabilities, excluding effect of currency translation and acquisitions:
 
 
 
Trade accounts receivable
14.8

 
4.3

Inventories
(50.8
)
 
(3.9
)
Accounts payable
34.0

 
7.4

All other items, net
22.5

 
(9.3
)
Net cash provided by (used for) operating activities
119.0

 
140.5

INVESTING ACTIVITIES
 
 
 
Capital expenditures
(90.8
)
 
(59.1
)
Business acquired, net of cash acquired
(420.9
)
 
—

Other investing activities
12.7

 
0.3

Net cash provided by (used for) investing activities
(499.0
)
 
(58.8
)
FINANCING ACTIVITIES
 
 
 
Borrowings under credit arrangements
983.2

 
98.8

Repayments under credit arrangements
(541.8
)
 
(61.5
)
Cash paid for debt financing costs
(11.8
)
 
(0.2
)
Cash paid for repurchases of common stock
(49.8
)
 
(30.0
)
Proceeds from exercise of stock options
6.4

 
12.2

Dividends paid to shareholders
(32.4
)
 
(28.7
)
Other financing activities
(3.5
)
 
(3.8
)
Net cash provided by (used for) financing activities
350.3

 
(13.2
)
Effect of currency exchange rate changes on cash, cash equivalents, and restricted cash
(1.0
)
 
3.5

Net increase (decrease) in cash and cash equivalents
(30.7
)

72.0

Cash, cash equivalents, and restricted cash, beginning of period
163.5

 
100.6

Cash, cash equivalents, and restricted cash, end of period
$
132.8

 
$
172.6

 
 
 
 
Supplemental disclosure of cash flow information
 
 
 
Capital expenditures in accounts payable
$
38.7

 
$
17.8



The Notes to Consolidated Financial Statements are an integral part of these statements.

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W. R. Grace & Co. and Subsidiaries
Consolidated Balance Sheets (unaudited)
(In millions, except par value and shares)
June 30,
2018
 
December 31,
2017
ASSETS
 
 
 
Current Assets
 
 
 
Cash and cash equivalents
$
131.5

 
$
152.8

Restricted cash and cash equivalents
1.3

 
10.7

Trade accounts receivable, less allowance of $11.7 (2017—$11.7)
277.5

 
285.2

Inventories
307.4

 
230.9

Other current assets
70.7


49.0

Total Current Assets
788.4

 
728.6

Properties and equipment, net of accumulated depreciation and amortization of $1,482.4 (2017—$1,463.4)
955.9

 
799.1

Goodwill
541.2

 
402.4

Technology and other intangible assets, net
364.5

 
255.4

Deferred income taxes
535.4

 
556.5

Investment in unconsolidated affiliate
138.7

 
125.9

Other assets
78.1


39.1

Total Assets
$
3,402.2

 
$
2,907.0

LIABILITIES AND EQUITY
 
 
 
Current Liabilities
 
 
 
Debt payable within one year
$
23.3

 
$
20.1

Accounts payable
262.5

 
210.3

Other current liabilities
217.3

 
217.8

Total Current Liabilities
503.1

 
448.2

Debt payable after one year
1,963.3

 
1,523.8

Underfunded and unfunded defined benefit pension plans
452.2

 
502.4

Other liabilities
188.7

 
169.3

Total Liabilities
3,107.3

 
2,643.7

Commitments and Contingencies—Note 8

 

Equity
 
 
 
Common stock issued, par value $0.01; 300,000,000 shares authorized; outstanding: 67,235,786 (2017—67,780,410)
0.7

 
0.7

Paid-in capital
472.1

 
474.8

Retained earnings
625.5

 
573.1

Treasury stock, at cost: shares: 10,220,841 (2017—9,676,217)
(865.7
)
 
(832.1
)
Accumulated other comprehensive income (loss)
55.8

 
39.9

Total W. R. Grace & Co. Shareholders’ Equity
288.4

 
256.4

Noncontrolling interests
6.5

 
6.9

Total Equity
294.9

 
263.3

Total Liabilities and Equity
$
3,402.2

 
$
2,907.0


The Notes to Consolidated Financial Statements are an integral part of these statements.

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W. R. Grace & Co. and Subsidiaries
Consolidated Statements of Equity (unaudited)
(In millions)
Common Stock and Paid-in Capital
 
Retained Earnings
 
Treasury Stock
 
Accumulated Other Comprehensive Income (Loss)
 
Noncontrolling Interests
 
Total Equity
Balance, December 31, 2016
$
488.0

 
$
619.3

 
$
(804.9
)
 
$
66.4

 
$
3.6

 
$
372.4

Net income (loss)
—

 
86.8

 
—

 
—

 
(0.4
)
 
86.4

Repurchase of common stock
—

 
—

 
(30.0
)
 
—

 
—

 
(30.0
)
Payments to taxing authorities in consideration of employee tax obligations related to stock-based compensation arrangements
(2.4
)
 
—

 
—

 
—

 
—

 
(2.4
)
Stock-based compensation
5.4

 
—

 
—

 
—

 
—

 
5.4

Exercise of stock options
(17.0
)
 
—

 
28.8

 
—

 
—

 
11.8

Shares issued
0.7

 
—

 
—

 
—

 
—

 
0.7

Other comprehensive (loss) income
—

 
—

 
—

 
(9.9
)
 
—

 
(9.9
)
Dividends declared
—

 
(28.8
)
 
—

 
—

 
—

 
(28.8
)
Balance, June 30, 2017
$
474.7

 
$
677.3

 
$
(806.1
)
 
$
56.5

 
$
3.2

 
$
405.6

Balance, December 31, 2017
$
475.5

 
$
573.1

 
$
(832.1
)
 
$
39.9

 
$
6.9

 
$
263.3

Net income (loss)
—

 
82.4

 
—

 
—

 
(0.4
)
 
82.0

Repurchase of common stock
—

 
—

 
(49.8
)
 
—

 
—

 
(49.8
)
Payments to taxing authorities in consideration of employee tax obligations related to stock-based compensation arrangements
(3.0
)
 
—

 
—

 
—

 
—

 
(3.0
)
Stock-based compensation
9.6

 
—

 
—

 
—

 
—

 
9.6

Exercise of stock options
(4.1
)
 
—

 
10.2

 
—

 
—

 
6.1

Shares issued
(5.2
)
 
—

 
6.0

 
—

 
—

 
0.8

Dividends declared
—

 
(32.5
)
 
—

 
—

 
—

 
(32.5
)
Other comprehensive (loss) income
—

 
—

 
—

 
15.9

 
—

 
15.9

Adjustment to retained earnings for adoption of ASC 606
—

 
2.5

 
—

 
—

 
—

 
2.5

Balance, June 30, 2018
$
472.8

 
$
625.5

 
$
(865.7
)
 
$
55.8

 
$
6.5

 
$
294.9


The Notes to Consolidated Financial Statements are an integral part of these statements.

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Table of Contents

Notes to Consolidated Financial Statements
1. Basis of Presentation and Summary of Significant Accounting and Financial Reporting Policies
W. R. Grace & Co., through its subsidiaries, is engaged in specialty chemicals and specialty materials businesses on a global basis through two reportable segments: Grace Catalysts Technologies, which includes catalysts and related products and technologies used in refining, petrochemical and other chemical manufacturing applications; and Grace Materials Technologies, which includes specialty materials, including silica-based and silica-alumina-based materials, used in coatings, consumer, industrial, and pharmaceutical applications.
W. R. Grace & Co. conducts all of its business through a single wholly owned subsidiary, W. R. Grace & Co.–Conn. (“Grace–Conn.”). Grace–Conn. owns all of the assets, properties and rights of W. R. Grace & Co. on a consolidated basis, either directly or through subsidiaries.
As used in these notes, the term “Company” refers to W. R. Grace & Co. The term “Grace” refers to the Company and/or one or more of its subsidiaries and, in certain cases, their respective predecessors.
Basis of Presentation     The interim Consolidated Financial Statements presented herein are unaudited and should be read in conjunction with the Consolidated Financial Statements presented in the Company’s 2017 Annual Report on Form 10-K. Such interim Consolidated Financial Statements reflect all adjustments that, in the opinion of management, are necessary for a fair statement of the results of the interim periods presented; all such adjustments are of a normal recurring nature except for the impacts of adopting new accounting standards as discussed below. All significant intercompany accounts and transactions have been eliminated.
The results of operations for the six-month interim period ended June 30, 2018 , are not necessarily indicative of the results of operations to be attained for the year ending December 31, 2018 .
Use of Estimates     The preparation of financial statements in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the Consolidated Financial Statements, and the reported amounts of revenues and expenses for the periods presented. Actual amounts could differ from those estimates, and the differences could be material. Changes in estimates are recorded in the period identified. Grace’s accounting measurements that are most affected by management’s estimates of future events are:
•
Realization values of net deferred tax assets, 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
•
Contingent liabilities, which depend on an assessment of the probability of loss and an estimate of ultimate obligation, such as litigation and environmental remediation (see Note 8).
Reclassifications     Certain amounts in prior years’ Consolidated Financial Statements have been reclassified to conform to the current year presentation. Such reclassifications have not materially affected previously reported amounts in the Consolidated Financial Statements.
Long-Lived Assets     During the 2018 first quarter, Grace, with the assistance of an outside accounting firm, completed a study to evaluate the useful lives of its operating machinery and equipment, including a review of historical asset retirement data as well as review and analysis of relevant industry practices. As a result of this study, effective January 1, 2018, Grace revised the accounting useful lives of certain machinery and equipment, which was determined to be a change in accounting estimate and is being applied prospectively. As a result of this change in accounting estimate, Grace’s depreciation expense with respect to such machinery and equipment was reduced by $6.2 million , resulting in an increase to net income of $4.8 million or $0.07 per diluted share, for the three months ended June 30, 2018 . For the six months ended June 30, 2018 , depreciation expense with respect to such machinery and equipment was reduced by $8.9 million , resulting in an increase to net income of $6.8 million or $0.10 per diluted share. Estimated useful lives for operating machinery and equipment, which previously ranged from 3 to 10 years, now range from 5 to 25 years.

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Table of Contents


Notes to Consolidated Financial Statements (Continued)

1. Basis of Presentation and Summary of Significant Accounting and Financial Reporting Policies (Continued)

Recently Issued Accounting Standards     In February 2016, the FASB issued ASU 2016-02 “Leases (Topic 842).” This update is intended to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. The core principle of Topic 842 is that a lessee should recognize the assets and liabilities that arise from leases. A lessee should recognize in the statement of financial position a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying asset for the lease term, including optional payments where they are reasonably certain to occur. Currently, as a lessee, Grace is a party to a number of leases which, under existing guidance, are classified as operating leases and not recorded on the balance sheet but expensed as incurred. Under the new standard, many of these leases will be recorded on the Consolidated Balance Sheets. Grace will adopt the standard in the 2019 first quarter. Grace has begun its implementation of the new standard and at this time cannot reasonably estimate the effect of adoption.
In January 2017, the FASB issued ASU 2017-04 “Intangibles—Goodwill and Other (Topic 350).” This update modifies the concept of impairment from the condition that exists when the carrying amount of goodwill exceeds its implied fair value to the condition that exists when the carrying amount of a reporting unit exceeds its fair value. An entity no longer will determine goodwill impairment by calculating the implied fair value of goodwill by assigning the fair value of a reporting unit to all of its assets and liabilities as if that reporting unit had been acquired in a business combination (“Step 2”). Because these amendments eliminate Step 2 from the goodwill impairment test, they should reduce the cost and complexity of evaluating goodwill for impairment. Grace is required to adopt the amendments in this update on January 1, 2020. Early adoption is permitted. Grace is currently evaluating the timing of adoption and does not expect the update to have a material effect on the Consolidated Financial Statements.
In January 2018, the FASB issued ASU 2018-01 “Leases (Topic 842): Land Easement Practical Expedient for Transition to Topic 842.” This update provides an optional transition practical expedient that allows an entity to elect not to evaluate under Topic 842 existing or expired land easements not previously accounted for as leases. All land easements entered into or modified after the adoption of Topic 842 must be evaluated under Topic 842. Grace, which typically does not account for easements under current lease accounting, will use the transition practical expedient when adopting Topic 842 in the 2019 first quarter and at this time cannot reasonably estimate the effect of adoption.
In February 2018, the FASB issued ASU 2018-02 “Income Statement—Reporting Comprehensive Income (Topic 220).” This update addresses the revaluation of deferred tax assets and liabilities due to the Tax Cuts and Jobs Act of 2017 impacting income from continuing operations, even if the initial income tax effects were recognized in other comprehensive income. The update allows entities to reclassify the tax effects that were originally in other comprehensive income from accumulated other comprehensive income to retained earnings. The update requires entities to disclose whether the election was made and a description of the income tax effects. The update can be: (a) applied to the period of adoption, or (b) applied retrospectively to each period in which the Tax Cuts and Jobs Act of 2017 is in effect. Grace is required to adopt the amendments in this update on January 1, 2019, with early adoption permitted. Grace is currently evaluating the timing and effect of adoption.
Recently Adopted Accounting Standards     In November 2016, the FASB issued ASU 2016-18 “Statement of Cash Flows (Topic 230): Restricted Cash,” which requires that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Therefore, amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. Grace adopted the update in the 2018 first quarter. The table below presents the effect of the adoption of ASU 2016-18 on previously reported amounts.

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Table of Contents


Notes to Consolidated Financial Statements (Continued)

1. Basis of Presentation and Summary of Significant Accounting and Financial Reporting Policies (Continued)

 
Six Months Ended June 30, 2017
(In millions)
Previously Reported
 
Revised
 
Effect of Change
Other investing activities
$
(0.5
)
 
$
0.3

 
$
0.8

Net cash provided by (used for) investing activities
(59.6
)
 
(58.8
)
 
0.8

Cash, cash equivalents, and restricted cash, beginning of period
90.6

 
100.6

 
10.0

Cash, cash equivalents, and restricted cash, end of period
161.8

 
172.6

 
10.8

In January 2017, the FASB issued ASU 2017-01 “Business Combinations (Topic 805),” which provides a screen to determine when an integrated set of assets and activities is not a business. The screen requires that when substantially all of the fair value of the gross assets acquired (or disposed of) is concentrated in a single identifiable asset or a group of similar identifiable assets, the set is not a business. This screen reduces the number of transactions that need to be further evaluated. If the screen is not met, the amendments in this update (1) require that to be considered a business, a set must include, at a minimum, an input and a substantive process that together significantly contribute to the ability to create output, and (2) remove the evaluation of whether a market participant could replace missing elements. The amendments in this update also narrow the definition of the term “output” so that the term is consistent with how outputs are described in ASC 606. Grace adopted the update in the 2018 first quarter and applied the new definition of a business to the acquisition completed during the 2018 second quarter.
In May 2017, the FASB issued ASU 2017-09 “Compensation—Stock Compensation (Topic 718).” This update clarifies the existing definition of the term “modification,” which is currently defined as “a change in any of the terms or conditions of a share-based payment award.” The update requires entities to account for modifications of share-based payment awards unless the (1) fair value, (2) vesting conditions, and (3) classification as an equity instrument or a liability instrument of the modified award are the same as the original award before modification. Grace adopted the update in the 2018 first quarter, and it did not have an effect on the Consolidated Financial Statements.
Revenue Recognition
In May 2014, the FASB issued ASU 2014-09 “Revenue from Contracts with Customers (Topic 606)” (“ASC 606”). This update was intended to remove inconsistencies and weaknesses in revenue requirements; provide a more robust framework for addressing revenue issues; improve comparability of revenue recognition practices across entities, industries, jurisdictions and capital markets; provide more useful information to users of financial statements through improved disclosure requirements; and simplify the preparation of financial statements by reducing the number of requirements to which an entity must refer. Grace adopted ASC 606 with a date of initial application of January 1, 2018. Grace applied the standard to all customer contracts. As a result, Grace has changed its accounting policy for revenue recognition as detailed below.
Grace applied ASC 606 using the modified retrospective method, that is, by recognizing the cumulative effect of initially applying ASC 606 as an adjustment to “retained earnings” at the date of initial application. Results for periods beginning after December 31, 2017, are presented under ASC 606, while the comparative information has not been adjusted and continues to be reported in accordance with Grace’s historical accounting under ASC 605 “Revenue Recognition” (“ASC 605”).
Grace generates revenues predominantly from sales of manufactured products to customers and in part from licensing of technology. Under ASC 606, revenue from customer arrangements is recognized when control is transferred to the customer.
Product Sales Revenue Recognition
In its implementation of ASC 606, Grace assessed its customer arrangements at the operating segment level, and based on the similarity of arrangements, Grace elected to use the portfolio method practical expedient.

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Table of Contents


Notes to Consolidated Financial Statements (Continued)

1. Basis of Presentation and Summary of Significant Accounting and Financial Reporting Policies (Continued)

Based on the promises made to customers in product sales arrangements, Grace determined that it has a performance obligation to manufacture and deliver products to its customers. Grace makes certain other promises in its customer arrangements that are immaterial in the context of the contracts. Revenue is recognized at amounts based on agreed upon prices in sales contracts and/or purchase orders. Grace offers various incentives to its product sales customers that result in variable consideration, including but not limited to volume discounts, which reward bulk purchases by lowering the price for future purchases, and volume rebates, which encourage customers to purchase volume levels that would reduce their current prices. These incentives are immaterial in the context of the contracts.
For product sales, control is transferred at the point in time at which risk of loss and title have transferred to the customer, which is determined based on shipping terms. Terms of delivery and terms of payment are generally included in customer contracts of sale, order confirmation documents, and invoices. Payment is generally due within 30 to 60 days of invoicing. Grace defers revenue recognition until no other significant Grace obligations remain. Grace’s customer arrangements do not contain significant acceptance provisions.
Taxes that Grace collects that are assessed by a governmental authority, and that are both imposed on and concurrent with any of its revenue-producing activities, are excluded from revenue. Grace considers shipping and handling activities that it performs as activities to fulfill the sales of its products. Amounts billed for shipping and handling are included in net sales, while costs incurred for shipping and handling are included in cost of sales, in accordance with the practical expedient provided by ASC 606.
Technology Licensing Revenue Recognition
For Grace’s technology licensing business, Grace determined that the customer arrangements contain multiple deliverables to enable licensees to realize the full benefit of the technology. These deliverables include licensing the technology itself; developing engineering design packages; and providing training, consulting, and technical services. Under these arrangements, the license grant is not a distinct performance obligation, as the licensee only can benefit from the license in conjunction with other integral services such as development of the engineering design package, training, consulting, or technical services provided over the contract period. Therefore, Grace accounts for the license grant and integral services as a single performance obligation. Certain deliverables and services not included in the core bundled deliverables are accounted for as separate performance obligations.
The transaction price is specified in the technology licensing agreements and is substantially fixed. Some services are priced on a per-diem basis, but these are not material in the context of the contracts. Grace invoices its technology licensing customers as certain project milestones are achieved. Payment terms are similar to those of Grace’s product sales.
Revenue for each performance obligation is recognized when control is transferred to the customer, which is generally over a period of time. As a result, Grace generally recognizes revenue for each performance obligation ratably over the period of the contract, which is up to seven years, depending on the scope of the licensee’s project. Based on the timing of payments, Grace records deferred revenue related to these agreements. See Note 13.
Impact of Adoption
Except for the changes below, Grace has consistently applied its accounting policy for revenue recognition to all periods presented in the Consolidated Financial Statements.
Grace recorded a net increase to “retained earnings” of $2.5 million as of January 1, 2018, which represents the cumulative impact of adopting ASC 606, with a $3.2 million reduction to “other liabilities” and a $0.7 million reduction to “deferred income taxes.” The cumulative adjustment results from a change in accounting for contingent revenue related to technology licensing arrangements. Under ASC 605, certain revenue was not realized until a contractual contingency was resolved. Upon adoption of ASC 606, Grace estimates all forms of

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Table of Contents


Notes to Consolidated Financial Statements (Continued)

1. Basis of Presentation and Summary of Significant Accounting and Financial Reporting Policies (Continued)

variable consideration, including contingent amounts, at the inception of the arrangement and recognizes it over the period of performance.
The tables below present the effect of the adoption of ASC 606 on Grace’s Consolidated Statements of Operations and Consolidated Balance Sheets.
Consolidated Statements of Operations
 
Three months ended June 30, 2018
(In millions)
Under ASC 605
 
As Reported (ASC 606)
 
Effect of Change
Net sales
$
485.4

 
$
485.7

 
$
0.3

Gross profit
198.4

 
198.7

 
0.3

Income (loss) before income taxes
63.3

 
63.6

 
0.3

Provision for income taxes
(24.9
)
 
(25.0
)
 
(0.1
)
Net income (loss)
38.4

 
38.6

 
0.2

Net income (loss) attributable to W. R. Grace & Co. Shareholders
38.6

 
38.8

 
0.2

 
Six Months Ended June 30, 2018
(In millions)
Under ASC 605
 
As Reported (ASC 606)
 
Effect of Change
Net sales
$
916.8

 
$
917.2

 
$
0.4

Gross profit
367.8

 
368.2

 
0.4

Income (loss) before income taxes
131.4

 
131.8

 
0.4

Provision for income taxes
(49.7
)
 
(49.8
)
 
(0.1
)
Net income (loss)
81.7

 
82.0

 
0.3

Net income (loss) attributable to W. R. Grace & Co. Shareholders
82.1

 
82.4

 
0.3

Consolidated Balance Sheets
 
June 30, 2018
(In millions)
Under ASC 605
 
As Reported (ASC 606)
 
Effect of Change
Deferred income taxes
$
536.2

 
$
535.4

 
$
(0.8
)
Other liabilities
192.3

 
188.7

 
(3.6
)
Retained earnings
622.7

 
625.5

 
2.8

ASU 2017-07 “Compensation—Retirement Benefits (Topic 715)”
In March 2017, the FASB issued ASU 2017-07 “Compensation—Retirement Benefits (Topic 715).” This update requires that the service cost component of net benefit cost be presented with other compensation costs arising from services rendered. The remaining net benefit cost is either presented as a line item in the statement of operations outside of a subtotal for income from operations, if presented, or disclosed separately. In addition, only the service cost component of net benefit cost can be capitalized. Grace adopted the update in the 2018 first quarter.
The changes in classification of net benefit costs within the Consolidated Statements of Operations have been retrospectively applied to all periods presented. The change in costs capitalizable into inventory was applied

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Table of Contents


Notes to Consolidated Financial Statements (Continued)

1. Basis of Presentation and Summary of Significant Accounting and Financial Reporting Policies (Continued)

prospectively in accordance with the update. The tables below present the effect of the adoption of ASU 2017-07 on previously reported amounts.
Consolidated Statements of Operations
 
Three Months Ended June 30, 2017
(In millions)
Previously Reported
 
Revised
 
Effect of Change
Cost of goods sold
$
260.2

 
$
262.3

 
$
2.1

Gross profit
169.3

 
167.2

 
(2.1
)
Selling, general and administrative expenses
70.3

 
70.8

 
0.5

Research and development expenses
12.9

 
13.6

 
0.7

Other (income) expense
(9.6
)
 
(12.9
)
 
(3.3
)
 
Six Months Ended June 30, 2017
(In millions)
Previously Reported
 
Revised
 
Effect of Change
Cost of goods sold
$
505.0

 
$
507.1

 
$
2.1

Gross profit
322.5

 
320.4

 
(2.1
)
Selling, general and administrative expenses
136.8

 
137.8

 
1.0

Research and development expenses
26.1

 
27.5

 
1.4

Other (income) expense
(11.8
)
 
(16.3
)
 
(4.5
)
2. Inventories
Inventories are stated at the lower of cost or net realizable value, and cost is determined using FIFO. Inventories consisted of the following at June 30, 2018 , and December 31, 2017 :
(In millions)
June 30,
2018
 
December 31,
2017
Raw materials
$
60.3

 
$
48.8

In process
56.8

 
33.0

Finished products
161.3

 
124.7

Other
29.0

 
24.4

Total inventory
$
307.4

 
$
230.9


15

Table of Contents


Notes to Consolidated Financial Statements (Continued)

3. Debt

Components of Debt
(In millions)
June 30,
2018
 
December 31,
2017
2018 U.S. dollar term loan, net of unamortized debt issuance costs of $9.7
$
940.3

 
$
—

5.125% senior notes due 2021, net of unamortized debt issuance costs of $5.0 (2017—$5.8)
695.0

 
694.2

5.625% senior notes due 2024, net of unamortized debt issuance costs of $3.2 (2017—$3.5)
296.8

 
296.5

Debt payable to unconsolidated affiliate
46.3

 
42.4

2014 U.S. dollar term loan, net of unamortized debt issuance costs and discounts (2017—$4.3)
—

 
404.1

2014 Euro term loan, net of unamortized debt issuance costs and discounts
(2017—$1.0)
—

 
94.0

Other borrowings(1)
8.2

 
12.7

Total debt
1,986.6

 
1,543.9

Less debt payable within one year
23.3

 
20.1

Debt payable after one year
$
1,963.3

 
$
1,523.8

Weighted average interest rates on total debt
3.8
%
 
4.7
%
___________________________________________________________________________________________________________________
(1)    Represents borrowings under various lines of credit and other borrowings, primarily by non-U.S. subsidiaries.
On April 3, 2018, Grace entered into a Credit Agreement (the “Credit Agreement”), which provides for new senior secured credit facilities, consisting of:
(a)
a $950 million term loan due in 2025, with interest at LIBOR + 175 basis points, and
(b)
a $400 million revolving credit facility due in 2023, with interest at LIBOR + 175 basis points.
The term loan will amortize in equal quarterly installments in aggregate annual amounts equal to 1.00% of the original principal amount thereof, with the first payment due on December 31, 2018.
The Credit Agreement contains customary affirmative covenants, including, but not limited to: (i) maintenance of existence, and compliance with laws; (ii) delivery of consolidated financial statements and other information; (iii) payment of taxes; (iv) delivery of notices of defaults and certain other material events; and (v) maintenance of adequate insurance. The Credit Agreement also contains customary negative covenants, including but not limited to restrictions on: (i) dividends on, and redemptions of, equity interests and other restricted payments; (ii) liens; (iii) loans and investments; (iv) the sale, transfer or disposition of assets and businesses; (v) transactions with affiliates; and (vi) a maximum first lien leverage ratio.
Events of default under the Credit Agreement include, but are not limited to: (i) failure to pay principal, interest, fees or other amounts under the Credit Agreement when due, taking into account any applicable grace period; (ii) any representation or warranty proving to have been incorrect in any material respect when made; (iii) failure to perform or observe covenants or other terms of the Credit Agreement subject to certain grace periods; (iv) a cross-default and cross-acceleration with certain other material debt; (v) bankruptcy events; (vi) certain defaults under ERISA; and (vii) the invalidity or impairment of security interests.
To secure its obligations under the Credit Agreement, Grace and certain of its U.S. subsidiaries have granted security interests in substantially all equity and debt interests in Grace–Conn. or any other Grace subsidiary owned by them and in substantially all their non-real estate assets and property.
The foregoing is a summary of the Credit Agreement. Grace has filed the full text of the Credit Agreement with the Securities and Exchange Commission (the “SEC”), which is readily available on the internet at www.sec.gov.

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Table of Contents


Notes to Consolidated Financial Statements (Continued)

3. Debt (Continued)

Grace used a portion of the proceeds to repay in full the borrowings outstanding under its 2014 credit agreement, which was terminated, as well as to make a voluntary  $50.0 million  accelerated contribution to its U.S. qualified pension plans. In connection with the repayment of debt, Grace recorded a $4.8 million loss on early extinguishment of debt. As of June 30, 2018 , the available credit under the revolving credit facility was reduced to $364.3 million by outstanding letters of credit.
See Note 4 for a discussion of the fair value of Grace’s debt.
The principal maturities of debt outstanding at June 30, 2018 , were as follows:
 
(In millions)
2018
$
14.0

2019
19.1

2020
17.9

2021
711.4

2022
15.5

Thereafter
1,208.7

Total debt
$
1,986.6

4. Fair Value Measurements and Risk
Certain of Grace’s assets and liabilities are reported at fair value on a gross basis. ASC 820 “Fair Value Measurements and Disclosures” defines fair value as the value that would be received at the measurement date in the principal or “most advantageous” market. Grace uses principal market data, whenever available, to value assets and liabilities that are required to be reported at fair value.
Grace has identified the following financial assets and liabilities that are subject to the fair value analysis required by ASC 820:     
Fair Value of Debt and Other Financial Instruments     Debt payable is recorded at carrying value. Fair value is determined based on Level 2 inputs, including expected future cash flows (discounted at market interest rates), estimated current market prices and quotes from financial institutions.
At June 30, 2018 , the carrying amounts and fair values of Grace’s debt were as follows:
 
June 30, 2018
 
December 31, 2017
(In millions)
Carrying Amount
 
Fair Value
 
Carrying Amount
 
Fair Value
2018 U.S. dollar term loan(1)
$
940.3

 
$
939.1

 
$
—

 
$
—

5.125% senior notes due 2021(2)
695.0

 
709.2

 
694.2

 
728.7

5.625% senior notes due 2024(2)
296.8

 
311.3

 
296.5

 
321.3

U.S. dollar term loan(3)
—

 
—

 
404.1

 
409.7

Euro term loan(3)
—

 
—

 
94.0

 
93.7

Other borrowings
54.5

 
54.5

 
55.1

 
55.1

Total debt
$
1,986.6

 
$
2,014.1

 
$
1,543.9

 
$
1,608.5

___________________________________________________________________________________________________________________
(1)
Carrying amounts are net of unamortized debt issuance costs and discounts of $9.7 million as of June 30, 2018 .
(2)
Carrying amounts are net of unamortized debt issuance costs of $5.0 million and $3.2 million as of June 30, 2018 , and $5.8 million and $3.5 million as of December 31, 2017 , related to the 5.125% senior notes due 2021 and 5.625% senior notes due 2024, respectively.
(3)
Carrying amounts are net of unamortized debt issuance costs and discounts of $4.3 million and $1.0 million as of December 31, 2017 , related to the U.S. dollar term loan and euro term loan, respectively.

17

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Notes to Consolidated Financial Statements (Continued)

4. Fair Value Measurements and Risk (Continued)

At June 30, 2018 , the recorded values of other financial instruments such as cash equivalents and trade receivables and payables approximated their fair values, based on the short-term maturities and floating rate characteristics of these instruments.
Currency Derivatives     Because Grace operates and/or sells to customers in over 60 countries and in over 30 currencies, its results are exposed to fluctuations in currency exchange rates. Grace seeks to minimize exposure to these fluctuations by matching sales in volatile currencies with expenditures in the same currencies, but it is not always possible to do so. From time to time, Grace uses financial instruments such as currency forward contracts, options, swaps, or combinations thereof to reduce the risk of certain specific transactions. However, Grace does not have a policy of hedging all exposures, because management does not believe that such a level of hedging would be cost-effective. Forward contracts with maturities of not more than 36 months are used and designated as cash flow hedges of forecasted repayments of intercompany loans. The effective portion of gains and losses on these currency hedges is recorded in “accumulated other comprehensive income (loss)” and reclassified into “other (income) expense, net” to offset the remeasurement of the underlying hedged loans. Excluded components (forward points) on these hedges are amortized to income on a systematic basis.
Grace also enters into foreign currency forward contracts to hedge a portion of its net outstanding monetary assets and liabilities. These forward contracts are not designated as hedging instruments under applicable accounting guidance, and therefore all changes in the fair value of the forward contracts are recorded in “other (income) expense, net,” in the Consolidated Statements of Operations. These forward contracts are intended to offset the foreign currency gains or losses associated with the underlying monetary assets and liabilities.
The valuation of Grace’s currency exchange rate forward contracts and swaps is determined using an income approach. Inputs used to value currency exchange rate forward contracts consist of: (1) spot rates, which are quoted by various financial institutions; (2) forward points, which are primarily affected by changes in interest rates; and (3) discount rates used to present value future cash flows, which are based on the London Interbank Offered Rate (LIBOR) curve or overnight indexed swap rates. Total notional amounts for forward contracts outstanding as of June 30, 2018 , were $67.1 million .
Cross-Currency Swap Agreements     Grace uses cross-currency swaps designated as cash flow hedges to manage fluctuations in currency exchange rates and interest rates on variable rate debt. The effective portion of gains and losses on these cash flow hedges is recorded in “accumulated other comprehensive income (loss)” and reclassified into “other (income) expense, net” and “interest expense and related financing costs” during the hedged interest period.
In April 2018, in connection with the Credit Agreement (see Note 3), Grace entered into new cross-currency swaps beginning on April 3, 2018, and maturing on March 31, 2023, to synthetically convert $600.0 million of U.S. dollar-denominated floating rate debt into €490.1 million of euro-denominated debt fixed at 2.0231% . The valuation of these cross-currency swaps is determined using an income approach, using LIBOR and EURIBOR swap curves, currency basis spreads, and euro/U.S. dollar exchange rates.
Debt and Interest Rate Swap Agreements     Grace uses interest rate swaps designated as cash flow hedges to manage fluctuations in interest rates on variable rate debt. The effective portion of gains and losses on these interest rate cash flow hedges is recorded in “accumulated other comprehensive income (loss)” and reclassified into “interest expense and related financing costs” during the hedged interest period.
In connection with its emergence financing, Grace entered into interest rate swaps beginning on February 3, 2015, and maturing on February 3, 2020, fixing the LIBOR component of the interest on $250.0 million of Grace’s term debt at a rate of 2.393% . These interest rate swaps were de-designated and terminated in April 2018 in connection with Grace’s entry into a new credit agreement.
In connection with the Credit Agreement (see Note 3), Grace entered into new interest rate swaps beginning on April 3, 2018, and maturing on March 31, 2023, fixing $100.0 million of term debt at 2.775% . The valuation of these interest rate swaps is determined using an income approach, using prevailing market interest rates and discount rates to present value future cash flows based on the forward LIBOR yield curves. Credit risk is also incorporated into derivative valuations.

18

Table of Contents


Notes to Consolidated Financial Statements (Continued)

4. Fair Value Measurements and Risk (Continued)

The following tables present the fair value hierarchy for financial assets and liabilities measured at fair value on a recurring basis as of June 30, 2018 , and December 31, 2017 :
 
Fair Value Measurements at June 30, 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
$
4.0

 
$
—

 
$
4.0

 
$
—

Interest rate derivatives
0.5

 
—

 
0.5

 
—

Variable-to-fixed cross-currency derivatives
21.4

 
—

 
21.4

 
—

Total Assets
$
25.9

 
$
—

 
$
25.9

 
$
—

Liabilities
 
 
 
 
 
 
 
Interest rate derivatives
$
0.2

 
$
—

 
$
0.2

 
$
—

Currency derivatives
20.9

 
—

 
20.9

 
—

Total Liabilities
$
21.1

 
$
—

 
$
21.1

 
$
—

 
Fair Value Measurements at December 31, 2017, 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
$
3.1

 
$
—

 
$
3.1

 
$
—

Total Assets
$
3.1

 
$
—

 
$
3.1

 
$
—

Liabilities
 
 
 
 
 
 
 
Interest rate derivatives
$
1.8

 
$
—

 
$
1.8

 
$
—

Currency derivatives
23.8

 
—

 
23.8

 
—

Total Liabilities
$
25.6

 
$
—

 
$
25.6

 
$
—


19

Table of Contents


Notes to Consolidated Financial Statements (Continued)

4. Fair Value Measurements and Risk (Continued)

The following tables present the location and fair values of derivative instruments included in the Consolidated Balance Sheets as of June 30, 2018 , and December 31, 2017 :
June 30, 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
 
$
3.3

 
Other current liabilities
 
$
—

Interest rate contracts
Other current assets
 
—

 
Other current liabilities
 
0.2

Variable-to-fixed cross-currency swaps
Other current assets
 
12.5

 
Other current liabilities
 
—

Currency contracts
Other assets
 
0.1

 
Other liabilities
 
19.1

Interest rate contracts
Other assets
 
0.5

 
Other liabilities
 
—

Variable-to-fixed cross-currency swaps
Other assets
 
8.9

 
Other liabilities
 
—

Derivatives not designated as hedging instruments under ASC 815:
 
 
 
 
 
 
 
Currency contracts
Other current assets
 
0.6

 
Other current liabilities
 
1.8

Total derivatives
 
 
$
25.9

 
 
 
$
21.1

December 31, 2017
(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
 
$
2.7

 
Other current liabilities
 
$
1.4

Interest rate contracts
Other current assets
 
—

 
Other current liabilities
 
1.3

Currency contracts
Other assets
 
—

 
Other liabilities
 
22.2

Interest rate contracts
Other assets
 
—

 
Other liabilities
 
0.5

Derivatives not designated as hedging instruments under ASC 815:
 
 
 
 
 
 
 
Currency contracts
Other current assets
 
0.4

 
Other current liabilities
 
0.2

Total derivatives
 
 
$
3.1

 
 
 
$
25.6

The following tables present the location and amount of gains and losses on derivative instruments included in the Consolidated Statements of Operations or, when applicable, gains and losses initially recognized in other comprehensive income (loss) (“OCI”) for the three and six months ended June 30, 2018 and 2017 :
Three Months Ended June 30, 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
$
0.3

 
Interest expense
 
$
0.1

Currency contracts(1)
10.4

 
Other expense
 
10.2

Variable-to-fixed cross-currency swaps
3.1

 
Interest expense
 
3.1

Variable-to-fixed cross-currency swaps
18.3

 
Other expense
 
29.3

Total derivatives
$
32.1

 
 
 
$
42.7

___________________________________________________________________________________________________________________
(1)
Amount of gain (loss) recognized in OCI includes $0.4 million excluded from the assessment of effectiveness for which the difference between changes in fair value and periodic amortization is recorded in OCI.

20

Table of Contents


Notes to Consolidated Financial Statements (Continued)

4. Fair Value Measurements and Risk (Continued)

Six Months Ended June 30, 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
$
1.8

 
Interest expense
 
$
(0.1
)
Currency contracts(1)
3.8

 
Other expense
 
4.1

Variable-to-fixed cross-currency swaps
3.1

 
Interest expense
 
3.1

Variable-to-fixed cross-currency swaps
18.3

 
Other expense
 
29.3

Total derivatives
$
27.0

 
 
 
$
36.4

___________________________________________________________________________________________________________________
(1)
Amount of gain (loss) recognized in OCI includes $(0.4) million excluded from the assessment of effectiveness for which the difference between changes in fair value and periodic amortization is recorded in OCI.
Three Months Ended June 30, 2017
(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
$
(1.1
)
 
Interest expense
 
$
(0.8
)
Currency contracts
—

 
Other expense
 
(0.1
)
Total derivatives
$
(1.1
)
 
 
 
$
(0.9
)
Six Months Ended June 30, 2017
(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
$
(1.0
)
 
Interest expense
 
$
(1.7
)
Currency contracts
(0.1
)
 
Other expense
 
(0.1
)
Total derivatives
$
(1.1
)
 
 
 
$
(1.8
)
The following tables present the total amounts of income and expense line items presented in the Consolidated Statements of Operations in which the effects of cash flow hedges are reported.
 
Three Months Ended June 30,
 
2018
 
2017
(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
$
(19.9
)
 
$
(5.8
)
 
$
(20.1
)
 
$
11.4

Gain (loss) on cash flow hedging relationships in ASC 815
 
 
 
 
 
 
 
Interest rate contracts
 
 
 
 
 
 
 
Amount of gain (loss) reclassified from accumulated OCI into income
$
0.1

 
$
—

 
$
(0.8
)
 
$
—

Variable-to-fixed cross-currency swaps
 
 
 
 
 
 
 
Amount of gain (loss) reclassified from accumulated OCI into income
3.1

 
29.3

 
—

 
—

Currency contracts
 
 
 
 
 
 
 
Amount of gain (loss) reclassified from accumulated OCI into income
—

 
10.2

 
—

 
(0.1
)
Amount excluded from effectiveness testing recognized in earnings based on amortization approach (included in above)
—

 
0.3

 
—

 
—


21

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Notes to Consolidated Financial Statements (Continued)

4. Fair Value Measurements and Risk (Continued)

 
Six Months Ended June 30,
 
2018
 
2017
(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
$
(39.2
)
 
$
(3.5
)
 
$
(39.6
)
 
$
13.3

Gain (loss) on cash flow hedging relationships in ASC 815
 
 
 
 
 
 
 
Interest rate contracts
 
 
 
 
 
 
 
Amount of gain (loss) reclassified from accumulated OCI into income
$
(0.1
)
 
$
—

 
$
(1.7
)
 
$
—

Variable-to-fixed cross-currency swaps
 
 
 
 
 
 
 
Amount of gain (loss) reclassified from accumulated OCI into income
3.1

 
29.3

 
—

 
—

Currency contracts
 
 
 
 
 
 
 
Amount of gain (loss) reclassified from accumulated OCI into income
—

 
4.1

 
—

 
(0.1
)
Amount excluded from effectiveness testing recognized in earnings based on amortization approach (included in above)
—

 
1.1

 
—

 
—

Net Investment Hedges     Grace uses cross-currency swaps as derivative hedging instruments in certain net investment hedges of its non-U.S. subsidiaries. The effective portion of gains and losses attributable to these net investment hedges is recorded net of tax to “currency translation adjustments” within “accumulated other comprehensive income (loss)” to offset the change in the carrying value of the net investment being hedged. Recognition in earnings of amounts previously recorded to “currency translation adjustments” is limited to circumstances such as complete or substantially complete liquidation of the net investment in the hedged foreign operation. At June 30, 2018 , the notional amount of €170.0 million of Grace’s cross-currency swaps was designated as a hedging instrument of its net investment in its European subsidiaries.
Grace also uses foreign currency-denominated debt and deferred intercompany royalties as non-derivative hedging instruments in certain net investment hedges. At June 30, 2018 , €22.5 million of Grace’s deferred intercompany royalties was designated as a hedging instrument of its net investment in its European subsidiaries. In April 2018, in connection with the Credit Agreement, Grace de-designated and repaid its euro-denominated term loan principal that had been designated as a hedge of its net investment in its European subsidiaries.
The following table presents the amount of gains and losses on derivative and non-derivative instruments designated as net investment hedges, recorded to “currency translation adjustments” within “accumulated other comprehensive income (loss)” for the three and six months ended June 30, 2018 and 2017 . There were no reclassifications of the effective portion of net investment hedges out of OCI and into earnings for the periods presented in the tables below.
 
Three Months Ended June 30,
 
Six Months Ended June 30,
(In millions)
2018

2017
 
2018
 
2017
Derivatives in ASC 815 net investment hedging relationships:
 
 
 
 
 
 
 
Cross-currency swap
$
13.3

 
$
(6.1
)
 
$
2.0

 
$
(8.6
)
Non-derivatives in ASC 815 net investment hedging relationships:
 
 
 
 
 
 

Foreign currency denominated debt
$
—

 
$
(4.9
)
 
$
(4.4
)
 
$
(7.2
)
Foreign currency denominated deferred intercompany royalties
1.9

 
(2.9
)
 
0.2

 
(4.4
)
 
$
1.9

 
$
(7.8
)
 
$
(4.2
)
 
$
(11.6
)
Credit Risk     Grace is exposed to credit risk in its trade accounts receivable. Customers in the petroleum refining industry represent the greatest exposure. Grace’s credit evaluation policies mitigate credit risk exposures, and it has a history of minimal credit losses. Grace does not generally require collateral for its trade accounts

22

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Notes to Consolidated Financial Statements (Continued)

4. Fair Value Measurements and Risk (Continued)

receivable but may require a bank letter of credit in certain instances, particularly when selling to customers in cash-restricted countries.
Grace may also be exposed to credit risk in its derivatives contracts. Grace monitors counterparty credit risk and currently does not anticipate nonperformance by counterparties to its derivatives. Grace’s derivative contracts are with internationally recognized commercial financial institutions.
5. Income Taxes
The provision for income taxes for the six months ended June 30, 2018 and 2017 , was $49.8 million and $37.6 million , respectively. The $12.2 million increase is primarily due to the Tax Cuts and Jobs Act of 2017 (the “Act”) Global Intangible Low Taxed Income (“GILTI”) 2018 tax charge of $12.0 million , partially offset by a $6.3 million benefit from the change in the federal tax rate under the Act. The 2017 first quarter also included $3.1 million in share-based compensation deductions that did not repeat in 2018.
The provision for income taxes for the three months ended June 30, 2018 and 2017, was $25.0 million and $19.6 million , respectively. The $5.4 million increase was primarily due to the $6.1 million GILTI tax charge and a $1.9 million net increase in discrete charges primarily related to stock compensation. These charges were partially offset by a $4.4 million benefit from the change in the federal tax rate.
On December 22, 2017, the Act was signed into law, making significant changes to the Internal Revenue Code. Changes include a federal corporate tax rate decrease from 35% to 21% for tax years beginning after December 31, 2017, the transition of U.S. international taxation from a worldwide tax system to a territorial system, and a one-time transition tax on the mandatory deemed repatriation of foreign earnings.
On December 22, 2017, the SEC issued Staff Accounting Bulletin No. 118 (“SAB 118”) to address the application of U.S. GAAP in situations when a registrant does not have the necessary information available, prepared, or analyzed (including computations) in reasonable detail to complete the accounting for certain income tax effects of the Act. In accordance with SAB 118, Grace recorded the provisional income tax effects of the Act. Additional detailed analyses are needed in order to complete the accounting for certain income tax aspects of the Act. Any subsequent adjustment to these amounts will be recorded to current tax expense in the quarter during which the analysis is completed, which is expected to be during the second half of 2018. In January 2018, the FASB released guidance on the accounting for tax on the GILTI provisions of the Act. Grace has not completed its analysis in order to make a policy decision on accounting for GILTI.
No material adjustments have been recorded to Grace’s provisional SAB 118 tax expense as of June 30, 2018. Further detailed analyses are needed in order to complete the accounting for certain income tax aspects of the Act. Any subsequent adjustment to these amounts will be recorded to current tax expense in the quarter during which the analysis is completed, which is expected to be during the second half of 2018.
6. Pension Plans and Other Postretirement Benefit Plans
Pension Plans     The following table presents the funded status of Grace’s pension plans:
(In millions)
June 30,
2018
 
December 31,
2017
Overfunded defined benefit pension plans
$
4.2

 
$
—

Underfunded defined benefit pension plans
(63.4
)
 
(110.5
)
Unfunded defined benefit pension plans
(388.8
)
 
(391.9
)
Total underfunded and unfunded defined benefit pension plans
(452.2
)
 
(502.4
)
Pension liabilities included in other current liabilities
(14.8
)
 
(15.0
)
Net funded status
$
(462.8
)
 
$
(517.4
)

23

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Notes to Consolidated Financial Statements (Continued)

6. Pension Plans and Other Postretirement Benefit Plans (Continued)

Underfunded plans include a group of advance-funded plans that are underfunded on a projected benefit obligation (“PBO”) basis. Unfunded plans include several plans that are funded on a pay-as-you-go basis, and therefore, the entire PBO is unfunded.
The following tables present the components of net periodic benefit cost (income).
 
Three Months Ended June 30,
 
2018
 
2017
(In millions)
U.S.
 
Non-U.S.
 
U.S.
 
Non-U.S.
Service cost
$
4.9

 
$
2.5

 
$
4.3

 
$
2.0

Interest cost
10.3

 
1.2

 
10.5

 
1.1

Expected return on plan assets
(14.6
)
 
(0.2
)
 
(14.4
)
 
(0.2
)
Amortization of prior service credit
(0.1
)
 
—

 
(0.1
)
 
—

Net periodic benefit cost (income)
$
0.5

 
$
3.5

 
$
0.3

 
$
2.9

 
Six Months Ended June 30,
 
2018
 
2017
(In millions)
U.S.
 
Non-U.S.
 
U.S.
 
Non-U.S.
Service cost
$
9.7

 
$
4.9

 
$
8.6

 
$
4.0

Interest cost
20.6

 
2.5

 
21.0

 
2.1

Expected return on plan assets
(29.1
)
 
(0.5
)
 
(28.8
)
 
(0.4
)
Amortization of prior service credit
(0.3
)
 
—

 
(0.2
)
 
—

Net periodic benefit cost (income)
$
0.9

 
$
6.9

 
$
0.6

 
$
5.7

Plan Contributions and Funding     Grace intends to satisfy its funding obligations under the U.S. qualified pension plans and to comply with all of the requirements of the Employee Retirement Income Security Act of 1974 (“ERISA”). For ERISA purposes, funded status is calculated on a different basis than under U.S. GAAP. On April 6, 2018, Grace contributed $50.0 million to its U.S. qualified pension plans.
Grace intends to fund non-U.S. pension plans based on applicable legal requirements and actuarial recommendations.
Defined Contribution Retirement Plan     Grace sponsors a defined contribution retirement plan for its employees in the United States. This plan is qualified under section 401(k) of the U.S. tax code. Currently, Grace contributes an amount equal to 100% of employee contributions, up to 6% of an individual employee’s salary or wages. Grace’s cost related to this benefit plan for the three and six months ended June 30, 2018 , was $3.3 million and $6.1 million compared with $3.0 million and $5.7 million for the corresponding prior-year periods .
The U.S. salaried pension plan is closed to new entrants after January 1, 2017. U.S. salaried employees and certain U.S. hourly employees hired on or after January 1, 2017, and employees in Germany hired on or after January 1, 2016, will participate in enhanced defined contribution plans instead of defined benefit pension plans.

24

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Notes to Consolidated Financial Statements (Continued)

7. Other Balance Sheet Accounts

(In millions)
June 30,
2018
 
December 31,
2017
Other Current Liabilities
 
 
 
Accrued compensation
$
45.2

 
$
60.7

Deferred revenue
26.0

 
19.5

Environmental contingencies
22.7

 
23.5

Income taxes payable
20.3

 
12.2

Pension liabilities
14.8

 
15.0

Accrued interest
13.3

 
16.5

Other accrued liabilities
75.0

 
70.4

 
$
217.3

 
$
217.8

Accrued compensation includes salaries and wages as well as estimated current amounts due under the annual and long-term incentive programs.
(In millions)
June 30,
2018
 
December 31,
2017
Other Liabilities
 
 
 
Liability to unconsolidated affiliate
$
56.0

 
$
32.7

Environmental contingencies
38.5

 
46.8

Deferred revenue
22.3

 
14.9

Fair value of currency and interest rate contracts
19.1

 
22.7

Asset retirement obligation
9.1

 
10.4

Deferred income taxes
8.0

 
8.2

Postemployment liability
4.9

 
5.2

Other noncurrent liabilities
30.8

 
28.4

 
$
188.7

 
$
169.3

8. Commitments and Contingent Liabilities
Over the years, Grace operated numerous types of businesses that are no longer part of its business portfolio. As Grace divested or otherwise ceased operating these businesses, it retained certain liabilities and obligations, which Grace refers to as legacy liabilities. The principal legacy liabilities are product and environmental liabilities. Although the outcome of each of the matters discussed below cannot be predicted with certainty, Grace has assessed its risk and has made accounting estimates as required under U.S. GAAP.
Legacy Product and Environmental Liabilities
Legacy Product Liabilities      Grace emerged from an asbestos-related Chapter 11 bankruptcy on February 3, 2014 (the “Effective Date”). Under its plan of reorganization, all pending and future asbestos-related claims are channeled for resolution to either a personal injury trust (the “PI Trust”) or a property damage trust (the “PD Trust”). The trusts are the sole recourse for holders of asbestos-related claims. The channeling injunctions issued by the bankruptcy court prohibit holders of asbestos-related claims from asserting such claims directly against Grace.
Grace has satisfied all of its financial obligations to the PI Trust. Grace has contingent financial obligations remaining to the PD Trust. With respect to property damage claims related to Grace’s former Zonolite attic insulation product installed in the U.S. (“ZAI PD Claims”), the PD Trust was funded with $34.4 million on the Effective Date and $30.0 million on February 3, 2017. Grace is also obligated to make up to 10 contingent deferred payments of $8 million per year to the PD Trust in respect of ZAI PD Claims during the 20 -year period beginning on the fifth anniversary of the Effective Date, with each such payment due only if the assets of the PD

25

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Notes to Consolidated Financial Statements (Continued)

8. Commitments and Contingent Liabilities (Continued)

Trust in respect of ZAI PD Claims fall below $10 million during the preceding year. Grace has not accrued for the 10 additional payments as Grace does not have sufficient information to conclude that they are probable. Grace is not obligated to make additional payments to the PD Trust in respect of ZAI PD Claims beyond the payments described above. Grace has satisfied all of its financial obligations with respect to Canadian ZAI PD Claims.
With respect to other asbestos property damage claims (“Other PD Claims”), claims unresolved as of the Effective Date are to be litigated in the bankruptcy court and any future claims are to be litigated in a federal district court, in each case pursuant to procedures approved by the bankruptcy court. To the extent any such Other PD Claims are determined to be allowed claims, they are to be paid in cash by the PD Trust. Grace is obligated to make a payment to the PD Trust every six months in the amount of any Other PD Claims allowed during the preceding six months plus interest (if applicable) and the amount of PD Trust expenses for the preceding six months (the “PD Obligation”). Grace has not paid any Other PD Claims since emergence. Annual expenses have been approximately $0.2 million per year. The aggregate amount to be paid under the PD Obligation is not capped and Grace may be obligated to make additional payments to the PD Trust in respect of the PD Obligation. Grace has accrued for those unresolved Other PD Claims that it believes are probable and estimable. Grace has not accrued for other unresolved or unasserted Other PD Claims as it does not believe that payment is probable.
All payments to the PD Trust required after the Effective Date are secured by the Company’s obligation to issue 77,372,257 shares of Company common stock to the PD Trust in the event of default, subject to customary anti-dilution provisions.
This summary of the commitments and contingencies related to the Chapter 11 proceeding does not purport to be complete and is qualified in its entirety by reference to the plan of reorganization and the exhibits and documents related thereto, which have been filed with the SEC and are readily available on the internet at www.sec.gov.
Legacy Environmental Liabilities     Grace is subject to loss contingencies resulting from extensive and evolving federal, state, local and foreign environmental laws and regulations relating to its manufacturing operations. Grace has procedures in place to minimize such contingencies; nevertheless, it has liabilities associated with past operations and additional claims may arise in the future. To address its legacy liabilities, Grace accrues for anticipated costs of response efforts where an assessment has indicated that a probable liability has been incurred and the cost can be reasonably estimated. These accruals do not take into account any discounting for the time value of money.
Grace’s environmental liabilities are reassessed regularly and adjusted when circumstances become better defined or response efforts and their costs can be better estimated, typically as a matter moves through the life-cycle of environmental investigation and remediation. These liabilities are evaluated based on currently available information, relating to the nature and extent of contamination, risk assessments, feasibility of response actions, and apportionment amongst other potentially responsible parties, all evaluated in light of prior experience.
At June 30, 2018 , Grace’s estimated liability for legacy environmental response costs totaled $61.2 million , compared with $70.3 million at December 31, 2017 , and was included in “other current liabilities” and “other liabilities” in the Consolidated Balance Sheets. These amounts are based on agreements in place or on Grace’s estimate of costs where no formal remediation plan exists, yet there is sufficient information to estimate response costs.
Vermiculite-Related Matters
Grace purchased a vermiculite mine in Libby, Montana, in 1963 and operated it until 1990. Vermiculite concentrate from the Libby mine was used in the manufacture of attic insulation and other products. Some of the vermiculite ore contained naturally occurring asbestos.
Grace is engaged with the U.S. Environmental Protection Agency (the “EPA”) and other federal, state and local governmental agencies in a remedial investigation and feasibility study (“RI/FS”) of the Libby mine and the surrounding area, known as Operable Unit 3 (“OU3”). The RI/FS will determine the specific areas within OU3

26

Table of Contents


Notes to Consolidated Financial Statements (Continued)

8. Commitments and Contingent Liabilities (Continued)

requiring remediation and will identify possible remedial action alternatives. Possible remedial actions within OU3 are wide-ranging, from institutional controls such as land use restrictions, to more active measures involving soil removal, containment projects, or other protective measures. When meaningful new information becomes available, Grace will reevaluate the estimated liability for the costs for remediation of the mine and surrounding area and adjust its reserves accordingly. Grace expects certain cost information based on the ongoing feasibility study to become available later in 2018 and, based on communications with regulatory agencies, anticipates that the EPA will issue the record of decision in or after 2020.
The EPA is also investigating or remediating formerly owned or operated sites that processed Libby vermiculite into finished products. Grace is cooperating with the EPA on these investigation and remediation activities, and has recorded a liability to the extent that its review has indicated that a probable liability has been incurred and the cost is estimable. These liabilities cover the estimated cost of investigations and, to the extent an assessment has indicated that remediation is necessary, the estimated cost of response actions. Response actions typically involve soil excavation and removal, and replacement with clean fill. The EPA may commence additional investigations in the future at other sites that processed Libby vermiculite, but Grace does not believe, based on its knowledge of prior and current operations and site conditions, that liability for remediation at such other sites is probable.
Grace’s total estimated liability for response costs that are currently estimable for the Libby mine and surrounding area, and at vermiculite processing sites outside of Libby, at June 30, 2018 , and December 31, 2017 , was $18.1 million and $25.8 million , respectively. It is probable that Grace’s ultimate liability for these vermiculite-related matters will exceed current estimates by material amounts.
Non-Vermiculite-Related Matters
At June 30, 2018 , and December 31, 2017 , Grace’s estimated legacy environmental liability for response costs at sites not related to its former vermiculite mining and processing activities was $43.1 million and $44.5 million , respectively. This liability relates to Grace’s former businesses or operations, including its share of liability at off-site disposal facilities. Grace’s estimated liability is based upon regulatory requirements and environmental conditions at each site. As Grace receives new information, its estimated liability may change materially.
Commercial and Financial Commitments and Contingencies
Purchase Commitments     Grace uses purchase commitments to ensure supply and to minimize the volatility of major components of direct manufacturing costs including natural gas, certain metals, rare earths, and other materials. Such commitments are for quantities that Grace fully expects to use in its normal operations.
Guarantees and Indemnification Obligations     Grace is a party to many contracts containing guarantees and indemnification obligations. These contracts primarily consist of:
•
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.

27

Table of Contents


Notes to Consolidated Financial Statements (Continued)

8. Commitments and Contingent Liabilities (Continued)

•
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.
Financial Assurances     Financial assurances have been established for a variety of purposes, including insurance and environmental matters, trade-related commitments and other matters. As of June 30, 2018 , Grace had gross financial assurances issued and outstanding of $141.3 million , composed of $67.8 million of surety bonds issued by various insurance companies and $73.5 million of standby letters of credit and other financial assurances issued by various banks.
9. Restructuring Expenses and Repositioning Expenses
Restructuring Expenses     Grace incurred costs from restructuring actions, primarily related to workforce reductions as a result of changes in the business environment and its business structure, which are included in “restructuring and repositioning expenses” in the Consolidated Statements of Operations. Restructuring costs in 2018 primarily related to plant exit costs and sales force reorganization. Restructuring costs in 2017 primarily related to workforce reduction programs in manufacturing, supply chain, finance and IT.
The following table presents restructuring expenses by reportable segment for the three and six months ended June 30, 2018 .
 
Three Months Ended June 30,
 
Six Months Ended June 30,
(In millions)
2018
 
2017
 
2018
 
2017
Catalysts Technologies
$
1.0

 
$
—

 
$
1.5

 
$
0.4

Materials Technologies
—

 
0.1

 
0.4

 
0.3

Corporate
—

 
1.9

 
0.1

 
4.1

Total restructuring expenses
$
1.0

 
$
2.0

 
$
2.0

 
$
4.8

These costs are not included in segment operating income. Substantially all costs related to the restructuring programs are expected to be paid by September 30, 2018 .
The following table presents components of the change in the restructuring liability from December 31, 2017 , to June 30, 2018 .
 
(In millions)
Balance, December 31, 2017
$
6.7

Accruals for severance and other costs
2.0

Payments
(5.1
)
Currency translation adjustments and other
0.1

Balance, June 30, 2018
$
3.7

Repositioning Expenses     Repositioning expenses primarily include third-party costs related to transformative productivity programs. Pretax repositioning expenses for the three and six months ended June 30, 2018 , were $17.8 million and $22.4 million , respectively, compared with $3.3 million and $2.8 million , respectively, for the corresponding prior-year periods .
Expenses incurred in 2018 primarily related to the 2018 second quarter write-off of $8.5 million of prior plant engineering costs as a result of terminating an expansion project no longer necessary due to the polyolefin catalysts acquisition (see Note 16), and $8.1 million for a multi-year program to transform manufacturing and business processes to extend Grace’s competitive advantages and improve its cost position, of which $4.9 million

28

Table of Contents


Notes to Consolidated Financial Statements (Continued)

9. Restructuring Expenses and Repositioning Expenses (Continued)

was recorded in the 2018 second quarter. Excluding asset write-offs, substantially all of these expenses have been or are expected to be settled in cash.
10. Other (Income) Expense, net
Components of other (income) expense, net are as follows:
 
Three Months Ended June 30,
 
Six Months Ended June 30,
(In millions)
2018
 
2017
 
2018
 
2017
Defined benefit pension (income) expense other than service cost
$
(3.4
)
 
$
(3.2
)
 
(6.8
)
 
(4.4
)
Third-party acquisition-related costs
5.8

 
—

 
6.7

 
—

Loss on early extinguishment of debt
4.8

 
—

 
4.8

 
—

Currency transaction effects
(2.7
)
 
1.5

 
(3.1
)
 
2.0

Net (gain) loss on sales of investments and disposals of assets
0.9

 
0.4

 
1.3

 
0.8

Chapter 11 expenses, net
0.5

 
0.6

 
1.0

 
1.5

Business interruption insurance recovery
—

 
(10.6
)
 
—

 
(13.1
)
Other miscellaneous (income) expense
(0.1
)
 
(0.1
)
 
(0.4
)
 
(0.1
)
Total other (income) expense, net
$
5.8

 
$
(11.4
)
 
$
3.5

 
$
(13.3
)
In January 2017, a Catalysts Technologies customer experienced an explosion and fire resulting in an extended outage. Grace received $25.0 million in payments from its third-party insurer in 2017, including $10.4 million through June 30, 2017 , under its business interruption insurance policy for lost profits as a result of the outage. The policy has a $25 million limit per event.
11. Other Comprehensive Income (Loss)
The following tables present the pre-tax, tax, and after-tax components of Grace’s other comprehensive income (loss) for the three and six months ended June 30, 2018 and 2017 :
Three Months Ended June 30, 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
$
(0.4
)
 
$
0.1

 
$
(0.3
)
Amortization of net deferred actuarial loss included in net periodic benefit cost
0.1

 
—

 
0.1

Benefit plans, net
(0.3
)
 
0.1

 
(0.2
)
Currency translation adjustments
40.6

 
(2.7
)
 
37.9

Gain (loss) from hedging activities
(8.2
)
 
3.0

 
(5.2
)
Other comprehensive income (loss) attributable to W. R. Grace & Co. shareholders
$
32.1

 
$
0.4

 
$
32.5


29

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Notes to Consolidated Financial Statements (Continued)

11. Other Comprehensive Income (Loss) (Continued)

Six Months Ended June 30, 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
$
(0.8
)
 
$
0.2

 
$
(0.6
)
Amortization of net deferred actuarial loss included in net periodic benefit cost
0.2

 
—

 
0.2

Benefit plans, net
(0.6
)
 
0.2

 
(0.4
)
Currency translation adjustments
19.8

 
(0.1
)
 
19.7

Gain (loss) from hedging activities
(5.6
)
 
2.2

 
(3.4
)
Other comprehensive income (loss) attributable to W. R. Grace & Co. shareholders
$
13.6

 
$
2.3

 
$
15.9

Three Months Ended June 30, 2017
(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
$
(0.6
)
 
$
0.2

 
$
(0.4
)
Amortization of net deferred actuarial loss included in net periodic benefit cost
0.1

 
(0.1
)
 
—

Benefit plans, net
(0.5
)
 
0.1

 
(0.4
)
Currency translation adjustments
(8.3
)
 
—

 
(8.3
)
Gain (loss) from hedging activities
(0.2
)
 
—

 
(0.2
)
Other comprehensive income (loss) attributable to W. R. Grace & Co. shareholders
$
(9.0
)
 
$
0.1

 
$
(8.9
)
Six Months Ended June 30, 2017
(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
$
(1.2
)
 
$
0.4

 
$
(0.8
)
Amortization of net deferred actuarial loss included in net periodic benefit cost
0.2

 
(0.1
)
 
0.1

Benefit plans, net
(1.0
)
 
0.3

 
(0.7
)
Currency translation adjustments
(9.7
)
 
—

 
(9.7
)
Gain (loss) from hedging activities
0.7

 
(0.2
)
 
0.5

Other comprehensive income (loss) attributable to W. R. Grace & Co. shareholders
$
(10.0
)
 
$
0.1

 
$
(9.9
)
The following tables present the changes in accumulated other comprehensive income (loss), net of tax, for the six months ended June 30, 2018 and 2017 :
Six Months Ended June 30, 2018
(In millions)
Defined Benefit Pension and Other Postretirement Plans
 
Currency Translation Adjustments
 
Gain (Loss) from Hedging Activities
 
Total
Beginning balance
$
0.9

 
$
41.6

 
$
(2.6
)
 
$
39.9

Other comprehensive income (loss) before reclassifications
—

 
19.7

 
20.0

 
39.7

Amounts reclassified from accumulated other comprehensive income (loss)
(0.4
)
 
—

 
(23.4
)
 
(23.8
)
Net current-period other comprehensive income (loss)
(0.4
)
 
19.7

 
(3.4
)
 
15.9

Ending balance
$
0.5

 
$
61.3

 
$
(6.0
)
 
$
55.8


30

Table of Contents


Notes to Consolidated Financial Statements (Continued)

11. Other Comprehensive Income (Loss) (Continued)

Six Months Ended June 30, 2017
(In millions)
Defined Benefit Pension and Other Postretirement Plans
 
Currency Translation Adjustments
 
Gain (Loss) from Hedging Activities
 
Total
Beginning balance
$
2.2

 
$
67.6

 
$
(3.4
)
 
$
66.4

Other comprehensive income (loss) before reclassifications
—

 
(9.7
)
 
(0.7
)
 
(10.4
)
Amounts reclassified from accumulated other comprehensive income (loss)
(0.7
)
 
—

 
1.2

 
0.5

Net current-period other comprehensive income (loss)
(0.7
)
 
(9.7
)
 
0.5

 
(9.9
)
Ending balance
$
1.5

 
$
57.9

 
$
(2.9
)
 
$
56.5

Grace is a global enterprise operating in many countries with local currency generally deemed to be the functional currency for accounting purposes. The currency translation amount represents the adjustments necessary to translate the balance sheets valued in local currencies to the U.S. dollar as of the end of each period presented, and to translate revenues and expenses at average exchange rates for each period presented.
See Note 4 for a discussion of hedging activities. See Note 6 for a discussion of pension plans and other postretirement benefit plans.
12. Earnings Per Share
The following table shows a reconciliation of the numerators and denominators used in calculating basic and diluted earnings per share.
 
Three Months Ended June 30,
 
Six Months Ended June 30,
(In millions, except per share amounts)
2018
 
2017
 
2018
 
2017
Numerators
 
 
 
 
 
 
 
Net income (loss) attributable to W. R. Grace & Co. shareholders
$
38.8

 
$
43.9

 
$
82.4

 
$
86.8

Denominators
 
 
 
 
 
 
 
Weighted average common shares—basic calculation
67.3

 
68.3

 
67.4

 
68.3

Dilutive effect of employee stock options
0.1

 
0.1

 
0.1

 
0.2

Weighted average common shares—diluted calculation
67.4


68.4


67.5


68.5

Basic earnings per share
$
0.58

 
$
0.64

 
$
1.22

 
$
1.27

Diluted earnings per share
$
0.58

 
$
0.64

 
1.22

 
1.27

There were 1.4 million and 1.7 million anti-dilutive options outstanding for the three and six months ended June 30, 2018 , compared with 1.6 million and 1.5 million for the corresponding prior-year periods .
On February 5, 2015, the Company announced that its Board of Directors had authorized a share repurchase program of up to $500 million , which it completed on July 10, 2017. On February 8, 2017, the Company announced that its Board of Directors authorized an additional share repurchase program of up to $250 million , expected to be completed over the next 24 to 36 months at the discretion of management. The timing of the repurchases and the actual amount repurchased will depend on a variety of factors, including the market price of the Company’s shares, the strategic deployment of capital, and general market and economic conditions. During the six months ended June 30, 2018 and 2017 , the Company repurchased 723,441 shares and 425,673 shares of Company common stock for $49.8 million and $30.0 million , respectively, pursuant to the terms of the share repurchase programs. As of June 30, 2018 , $169.1 million remained under the current authorization.

31

Table of Contents


Notes to Consolidated Financial Statements (Continued)

13. Revenues

Grace generates revenues from customer arrangements primarily by manufacturing and delivering specialty chemicals and specialty materials through its two reportable segments. See Note 14 for additional information about Grace’s reportable segments.
Disaggregation of Revenue     The following tables present Grace's revenues by geography and product group, within its respective reportable segments, for the three and six months ended June 30, 2018 and 2017 .
Three Months Ended June 30, 2018
(In millions)
North America
 
Europe Middle East Africa (EMEA)
 
Asia Pacific
 
Latin America
 
Total
Catalysts Technologies:
 
 
 
 
 
 
 
 
 
Refining Catalysts
$
67.2

 
$
61.0

 
$
53.4

 
$
14.5

 
$
196.1

Polyolefin and Chemical Catalysts
51.6

 
66.6

 
45.2

 
4.9

 
168.3

Total
$
118.8

 
$
127.6

 
$
98.6

 
$
19.4

 
$
364.4

Materials Technologies:
 
 
 
 
 
 
 
 
 
Coatings
$
7.7

 
$
19.7

 
$
11.4

 
$
2.4

 
$
41.2

Consumer/Pharma
8.9

 
13.5

 
5.9

 
4.7

 
33.0

Chemical process
10.1

 
20.9

 
8.0

 
2.3

 
41.3

Other
1.9

 
3.7

 
0.2

 
—

 
5.8

Total
$
28.6

 
$
57.8

 
$
25.5

 
$
9.4

 
$
121.3

Six Months Ended June 30, 2018
(In millions)
North America
 
EMEA
 
Asia Pacific
 
Latin America
 
Total
Catalysts Technologies:
 
 
 
 
 
 
 
 
 
Refining Catalysts
$
137.1

 
$
122.3

 
$
92.2

 
$
27.9

 
$
379.5

Polyolefin and Chemical Catalysts
83.8

 
125.0

 
83.2

 
8.7

 
300.7

Total
$
220.9

 
$
247.3

 
$
175.4

 
$
36.6

 
$
680.2

Materials Technologies:
 
 
 
 
 
 
 
 
 
Coatings
$
14.8

 
$
40.2

 
$
23.2

 
$
4.7

 
$
82.9

Consumer/Pharma
16.6

 
26.7

 
10.2

 
9.4

 
62.9

Chemical process
17.5

 
41.7

 
15.2

 
4.6

 
79.0

Other
3.6

 
8.2

 
0.3

 
0.1

 
12.2

Total
$
52.5

 
$
116.8

 
$
48.9

 
$
18.8

 
$
237.0


32

Table of Contents


Notes to Consolidated Financial Statements (Continued)

13. Revenues (Continued)

Three Months Ended June 30, 2017
(In millions)
North America
 
EMEA
 
Asia Pacific
 
Latin America
 
Total
Catalysts Technologies:
 
 
 
 
 
 
 
 
 
Refining Catalysts
$
64.8

 
$
53.9

 
$
50.2

 
$
17.8

 
$
186.7

Polyolefin and Chemical Catalysts
30.4

 
55.3

 
44.6

 
3.5

 
133.8

Total
$
95.2

 
$
109.2

 
$
94.8

 
$
21.3

 
$
320.5

Materials Technologies:
 
 
 
 
 
 
 
 
 
Coatings
$
6.1

 
$
17.9

 
$
9.1

 
$
2.0

 
$
35.1

Consumer/Pharma
11.1

 
10.4

 
4.2

 
4.4

 
30.1

Chemical process
7.0

 
23.1

 
7.4

 
1.5

 
39.0

Other
1.4

 
3.3

 
—

 
0.1

 
4.8

Total(1)
$
25.6

 
$
54.7

 
$
20.7

 
$
8.0

 
$
109.0

___________________________________________________________________________________________________________________
(1)
Under the modified retrospective method, prior-period information has not been adjusted and continues to be reported in accordance with Grace’s historical accounting under ASC 605.
Six Months Ended June 30, 2017
(In millions)
North America
 
EMEA
 
Asia Pacific
 
Latin America
 
Total
Catalysts Technologies:
 
 
 
 
 
 
 
 
 
Refining Catalysts
$
126.6

 
$
108.0

 
$
91.9

 
$
38.6

 
$
365.1

Polyolefin and Chemical Catalysts
58.0

 
99.5

 
83.2

 
8.5

 
249.2

Total
$
184.6

 
$
207.5

 
$
175.1

 
$
47.1

 
$
614.3

Materials Technologies:
 
 
 
 
 
 
 
 
 
Coatings
$
13.1

 
$
34.5

 
$
18.6

 
$
4.0

 
$
70.2

Consumer/Pharma
21.4

 
22.6

 
7.4

 
9.2

 
60.6

Chemical process
14.4

 
41.7

 
14.2

 
2.6

 
72.9

Other
3.0

 
6.3

 
0.1

 
0.1

 
9.5

Total(1)
$
51.9

 
$
105.1

 
$
40.3

 
$
15.9

 
$
213.2

___________________________________________________________________________________________________________________
(1)
Under the modified retrospective method, prior-period information has not been adjusted and continues to be reported in accordance with Grace’s historical accounting under ASC 605.
Contract Balances     Grace invoices customers for product sales once performance obligations have been satisfied, generally at the point of delivery, at which point payment becomes unconditional. Accordingly, Grace's product sales contracts generally do not give rise to material contract assets or liabilities under ASC 606; however, from time to time certain customers may pay in advance. In the technology licensing business, Grace invoices licensees based on milestones achieved but has obligations to provide services in future periods, which results in contract liabilities.
The following table presents Grace’s deferred revenue balances as of June 30, 2018 , and December 31, 2017 :
(In millions)
June 30,
2018
 
December 31,
2017
Current
$
26.0

 
$
19.5

Noncurrent
22.3

 
14.9

Total
$
48.3

 
$
34.4


33

Table of Contents


Notes to Consolidated Financial Statements (Continued)

13. Revenues (Continued)

These amounts are included as deferred revenue in “other current liabilities” and “other liabilities” in Grace's Consolidated Balance Sheets. Grace records deferred revenues when cash payments are received or due in advance of performance. The increase in deferred revenue reflects cash payments from customers received or due in advance of satisfying performance obligations, offset by $10.3 million of revenue recognized that was included in the deferred revenue balance as of December 31, 2017 , and the $3.2 million cumulative adjustment recorded to “retained earnings” as part of the adoption of ASC 606.
The noncurrent portion of the technology licensing revenue will be recognized as performance obligations under the technology licensing agreements are satisfied; the noncurrent balance is expected to be recognized over the next four years .
Remaining performance obligations represent the estimated revenue expected to be recognized in the future related to performance obligations that are unsatisfied (or partially unsatisfied). The aggregate amount of the transaction price allocated to remaining performance obligations for such contracts with a duration of more than one year was approximately $92 million as of June 30, 2018 , and includes certain amounts reported as deferred revenue above. In accordance with the practical expedient in ASC 606-10-50-14, Grace does not disclose information about remaining performance obligations that have original expected durations of one year or less. Grace expects to recognize revenue related to remaining performance obligations over several years, as follows:
Year
 
Approximate percentage of revenue related to remaining performance obligations recognized
2018
 
12
%
2019
 
29
%
2020
 
23
%
Thereafter through 2024
 
36
%
 
 
100
%
For the three and six months ended June 30, 2018 , revenue recognized from performance obligations related to prior periods was not material. Grace has not capitalized any costs to obtain or fulfill contracts with customers under ASC 606. No material impairment losses have been recognized on any receivables or contract assets arising from contracts with customers.
14. Segment Information
Grace is a global producer of specialty chemicals and specialty materials. Grace’s two reportable business segments are Grace Catalysts Technologies and Grace Materials Technologies. Grace Catalysts Technologies includes catalysts and related products and technologies used in refining, petrochemical and other chemical manufacturing applications. Advanced Refining Technologies (“ART”), Grace’s joint venture with Chevron Products Company, a division of Chevron U.S.A. Inc. (“Chevron”), is managed in this segment. (See Note 15.) Grace Catalysts Technologies comprises two operating segments, Grace Refining Technologies and Grace Specialty Catalysts, which are aggregated into one reportable segment based upon similar economic characteristics, the nature of the products and production processes, type and class of customer, and channels of distribution. Grace Materials Technologies includes specialty materials, including silica-based and silica-alumina-based materials, used in coatings, consumer, industrial, and pharmaceutical applications. The table below presents information related to Grace’s reportable segments. Only those corporate expenses directly related to the reportable segments are allocated for reporting purposes. All remaining corporate items are reported separately and labeled as such.
Grace excludes defined benefit pension expense from the calculation of segment operating income. Grace believes that the exclusion of defined benefit pension expense provides a better indicator of its reportable segment performance as defined benefit pension expense is not managed at a reportable segment level.
Grace defines Adjusted EBIT to be net income attributable to W. R. Grace & Co. shareholders adjusted for interest income and expense; income taxes; costs related to legacy product, environmental and other claims;

34

Table of Contents


Notes to Consolidated Financial Statements (Continued)

14. Segment Information (Continued)

restructuring and repositioning expenses and 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; third-party acquisition-related costs and the amortization of acquired inventory fair value adjustment; and certain other items that are not representative of underlying trends.
Reportable Segment Data
 
Three Months Ended June 30,
 
Six Months Ended June 30,
(In millions)
2018
 
2017
 
2018
 
2017
Net Sales
 
 
 
 
 
 
 
Catalysts Technologies
$
364.4

 
$
320.5

 
$
680.2

 
$
614.3

Materials Technologies
121.3

 
109.0

 
237.0

 
213.2

Total
$
485.7

 
$
429.5

 
$
917.2

 
$
827.5

Adjusted EBIT
 
 
 
 
 
 
 
Catalysts Technologies segment operating income
$
113.7

 
$
101.3

 
$
205.8

 
$
182.5

Materials Technologies segment operating income
29.6

 
24.2

 
53.7

 
49.0

Corporate costs
(19.8
)
 
(18.3
)
 
(36.4
)
 
(34.4
)
Certain pension costs
(4.0
)
 
(3.2
)
 
(7.8
)
 
(6.3
)
Total
$
119.5

 
$
104.0

 
$
215.3

 
$
190.8

Corporate costs include corporate support function costs and other corporate costs such as professional fees and insurance premiums. 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.
Reconciliation of Reportable Segment Data to Financial Statements     Grace Adjusted EBIT for the three and six months ended June 30, 2018 and 2017 , is reconciled below to “income (loss) before income taxes” presented in the accompanying Consolidated Statements of Operations.
 
Three Months Ended June 30,
 
Six Months Ended June 30,
(In millions)
2018
 
2017
 
2018
 
2017
Grace Adjusted EBIT
$
119.5

 
$
104.0

 
$
215.3

 
$
190.8

Restructuring and repositioning expenses
(18.8
)
 
(5.4
)
 
(24.4
)
 
(7.7
)
Third-party acquisition-related costs
(5.8
)
 
—

 
(6.7
)
 
—

Loss on early extinguishment of debt
(4.8
)
 
—

 
(4.8
)
 
—

Amortization of acquired inventory fair value adjustment
(4.6
)
 
—

 
(4.6
)
 
—

Costs related to legacy product, environmental and other claims
(2.8
)
 
(14.9
)
 
(4.3
)
 
(17.0
)
Income and expense items related to divested businesses
0.6

 
(0.7
)
 
0.1

 
(1.0
)
Pension MTM adjustment and other related costs, net
—

 
—

 
—

 
(1.9
)
Interest expense, net
(19.5
)
 
(19.5
)
 
(38.4
)
 
(38.8
)
Net income (loss) attributable to noncontrolling interests
(0.2
)
 
(0.4
)
 
(0.4
)
 
(0.4
)
Income (loss) before income taxes
$
63.6

 
$
63.1

 
$
131.8

 
$
124.0


35

Table of Contents


Notes to Consolidated Financial Statements (Continued)

14. Segment Information (Continued)

Geographic Area Data     The table below presents information related to the geographic areas in which Grace operates. Sales are attributed to geographic areas based on customer location.
 
Three Months Ended June 30,
 
Six Months Ended June 30,
(In millions)
2018
 
2017
 
2018
 
2017
Net Sales
 
 
 
 
 
 
 
United States
$
138.1

 
$
108.8

 
$
250.5

 
$
212.6

Canada
9.3

 
12.0

 
22.9

 
23.9

Total North America
147.4

 
120.8

 
273.4

 
236.5

Europe Middle East Africa
185.4

 
163.9

 
364.1

 
312.6

Asia Pacific
124.1

 
115.5

 
224.3

 
215.4

Latin America
28.8

 
29.3

 
55.4

 
63.0

Total
$
485.7

 
$
429.5

 
$
917.2

 
$
827.5

15. Unconsolidated Affiliate
Grace accounts for its 50% ownership interest in ART, its joint venture with Chevron, using the equity method of accounting. Grace’s investment in ART amounted to $138.7 million and $125.9 million as of June 30, 2018 , and December 31, 2017 , respectively, and the amount included in “equity in earnings of unconsolidated affiliate” in the accompanying Consolidated Statements of Operations totaled $8.2 million and $13.6 million for the three and six months ended June 30, 2018 , compared with $6.1 million and $13.1 million for the corresponding prior-year periods . ART is a private, limited liability company, taxed as a partnership, and accordingly does not have a quoted market price available.
The following summary presents ART’s assets, liabilities and results of operations.
(In millions)
June 30,
2018
 
December 31,
2017
Summary Balance Sheet information:
 
 
 
Current assets
$
293.0

 
$
239.8

Noncurrent assets
119.6

 
91.5

Total assets
$
412.6

 
$
331.3

 
 
 
 
Current liabilities
$
138.6

 
$
82.4

Noncurrent liabilities
0.3

 
0.3

Total liabilities
$
138.9

 
$
82.7

 
Three Months Ended June 30,
 
Six Months Ended June 30,
(In millions)
2018
 
2017
 
2018
 
2017
Summary Statement of Operations information:
 
 
 
 
 
 
 
Net sales
$
103.0

 
$
110.5

 
$
188.2

 
$
207.9

Costs and expenses applicable to net sales
84.0

 
94.7

 
154.7

 
173.6

Income before income taxes
16.9

 
12.6

 
28.2

 
26.8

Net income
16.2

 
12.2

 
27.7

 
26.2

Grace and ART transact business on a regular basis and maintain several agreements in order to operate the joint venture. These agreements are treated as related party activities with an unconsolidated affiliate. Product

36

Table of Contents


Notes to Consolidated Financial Statements (Continued)

15. Unconsolidated Affiliate (Continued)

manufactured by Grace for ART is accounted for on a net basis, with a mark-up, in “cost of goods sold” in the Consolidated Statements of Operations. Grace also receives reimbursement from ART for fixed costs, research and development, selling, general and administrative services, and depreciation. Grace records reimbursements against the respective line items on Grace’s Consolidated Statement of Operations. The table below presents summary financial data related to transactions between Grace and ART.
 
Three Months Ended June 30,
 
Six Months Ended June 30,
(In millions)
2018
 
2017
 
2018
 
2017
Product manufactured for ART
$
58.5

 
$
53.1

 
$
110.4

 
$
104.5

Mark-up on product manufactured for ART included as a reduction of Grace’s cost of goods sold
1.2

 
1.0

 
2.2

 
2.0

Charges for fixed costs; research and development; selling, general and administrative services; and depreciation to ART
10.4

 
10.4

 
21.1

 
20.8

The table below presents Grace balances related to ART.
(in millions)
June 30,
2018
 
December 31,
2017
Accounts receivable
$
15.5

 
$
20.1

Noncurrent asset
56.0

 
32.7

Accounts payable
32.6

 
22.3

Debt payable within one year
8.7

 
8.6

Debt payable after one year
37.6

 
33.8

Noncurrent liability
56.0

 
32.7

The noncurrent asset and noncurrent liability in the table above represent spending to date related to a residue hydroprocessing catalyst production plant that is under construction in Lake Charles, Louisiana. Grace manages the design and construction of the plant, and the asset will continue to be included in “other assets” in Grace’s Consolidated Balance Sheets until construction is completed. Grace has likewise recorded a liability for the transfer of the asset to ART upon completion, included in “other liabilities” in the Consolidated Balance Sheets.
Grace and Chevron provide lines of credit in the amount of $15.0 million each at a commitment fee of 0.1% of the credit amount. These agreements have been approved by the ART Executive Committee for renewal until February 2019. No amounts were outstanding at June 30, 2018 , and December 31, 2017 .
16. Acquisitions
On April 3, 2018, using cash on hand and borrowings under the Credit Agreement, Grace acquired the assets of the polyolefin catalysts business of Albemarle Corporation for $420.9 million , net of cash acquired. The business is included in the Specialty Catalysts operating segment of the Catalysts Technologies reportable segment. The acquisition is complementary to Grace's existing specialty catalysts business and strengthens Grace's commercial relationships, catalysts technology portfolio, and manufacturing network.
The acquisition purchase price has been preliminarily allocated to the tangible and identifiable intangible assets and liabilities acquired based on their estimated fair values at the acquisition date in accordance with ASC 805 “Business Combinations.” The excess of the purchase price over the fair value of the tangible and intangible assets acquired was recorded as goodwill. The goodwill recognized is attributable to the expected growth and operating synergies that Grace expects to realize from this acquisition. The full $139.7 million of goodwill generated from the acquisition will be deductible for U.S. income tax purposes. Due to the timing of the

37

Table of Contents


Notes to Consolidated Financial Statements (Continued)

16. Acquisitions (Continued)


acquisition closing, Grace has not had adequate time to finalize the purchase price allocation. Adjustments to the allocation, if applicable, will be recorded in the period in which they are identified.
The Consolidated Statements of Operations for the three and six months ended June 30, 2018, includes approximately $28 million of sales attributable to this acquisition. Disclosure of earnings attributable to this acquisition is not practicable due to the integration of operations into Grace’s existing business.
The table below presents the preliminary allocation of the acquisition purchase price.
 
(In millions)
Accounts receivable
$
13.9

Inventories
28.1

Other current assets
3.5

Properties and equipment
120.2

Goodwill
139.7

Intangible assets
118.2

Other assets
0.5

Liabilities assumed
(3.2
)
Net assets acquired, net of cash acquired
$
420.9

The table below presents the intangible assets acquired as part of the acquisition of the assets of Albemarle’s polyolefin catalysts business and the periods over which they will be amortized.
 
Amount
(In millions)
 
Weighted Average Amortization Period
(in years)
Customer Lists
$
102.4

 
20.0
Technology
11.5

 
15.0
Trademarks
4.3

 
15.0
Total
$
118.2

 
19.1
The carrying amount of goodwill attributable to each reportable segment and the changes in those balances during the six months ended June 30, 2018, are as follows:
(In millions)
Catalysts Technologies
 
Materials Technologies
 
Total Grace
Balance, December 31, 2017
$
357.7

 
$
44.7

 
$
402.4

Goodwill acquired during the year
139.7

 
—

 
139.7

Foreign currency translation
(0.7
)
 
(0.2
)
 
(0.9
)
Balance, June 30, 2018
$
496.7

 
$
44.5

 
$
541.2


38

Table of Contents

ITEM 2.    MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
We generally refer to the quarter ended June 30, 2018 , as the “ second quarter ” and the quarter ended June 30, 2017 , as the “prior-year quarter,” the quarter ended March 31, 2018, as the “2018 first quarter,” the six months ended June 30, 2018, as the “six months,” and the six months ended June 30, 2017, as the “prior-year period.” See Analysis of Operations for a discussion of our non-GAAP performance measures. Our references to “emerging regions” refer to emerging and developing regions as defined by the International Monetary Fund.
Results of Operations
Second Quarter Performance Summary
Following is a summary of our financial performance for the second quarter compared with the prior-year quarter.
•
Net sales increased 13.1% to $485.7 million .
•
Net income attributable to Grace decreased 11.6% to $38.8 million .
•
Adjusted EBIT increased 14.9% to $119.5 million .
•
Diluted earnings per share decreased 9.4% to $0.58 per diluted share.
•
Adjusted EPS increased 27.4% to $1.07 per diluted share.
Summary Description of Business
We are engaged in specialty chemicals and specialty materials businesses on a worldwide basis through our two reportable segments.
Grace Catalysts Technologies produces and sells catalysts and related products and technologies used in refining, petrochemical and other chemical manufacturing applications, as follows:
•
Fluid catalytic cracking catalysts, also called FCC catalysts, that help to "crack" the hydrocarbon chain in distilled crude oil to produce transportation fuels, such as gasoline and diesel fuels, and other petroleum-based products; 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, or ART, joint venture with Chevron Products Company (“Chevron”), that are used in process reactors to upgrade heavy oils into lighter, more useful products that comply with rising environmental standards by removing impurities such as nitrogen, sulfur and heavy metals, allowing less expensive feedstocks to be used in the petroleum refining process. (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 polypropylene and polyethylene 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 industrial, environmental and consumer applications.
•
Gas-phase polypropylene process technology, which provides our licensees with a cost-effective, flexible, and reliable capability to manufacture polypropylene products across a wide spectrum of performance attributes enabling customers to manufacture products for a broad array of end-use applications.

39

Table of Contents

Grace Materials Technologies produces and sells specialty materials, including silica-based and silica-alumina-based materials, used in coatings, consumer, industrial, and pharmaceutical applications, as follows:
•
Coatings, functional additives for wood and architectural coatings that provide surface effects and corrosion protection for metal substrates.
•
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.
Global Scope
We operate our business on a global scale with approximately 75% of our annual 2017 sales and 73% of our six months sales to customers located outside the United States. We operate and/or sell to customers in over 60 countries and do business in over 30 currencies. We manage our operating segments on a global basis, to serve global markets. Currency fluctuations affect our reported results of operations, cash flows, and financial position.
Analysis of Operations
We have set forth in the table below our key operating statistics with percentage changes for the second quarter and six months compared with the corresponding prior-year periods . Please refer to this Analysis of Operations when reviewing this Management’s Discussion and Analysis of Financial Condition and Results of Operations. In the table we present financial information in accordance with U.S. GAAP, as well as the non-GAAP financial information described below. We believe that the non-GAAP financial information provides useful supplemental information about the performance of our businesses, improves period-to-period comparability and provides clarity on the information our management uses to evaluate the performance of our businesses. In the table, we have provided reconciliations of these non-GAAP financial measures to the most directly comparable financial measure calculated and presented in accordance with U.S. GAAP. The non-GAAP financial measures should not be considered as a substitute for financial measures calculated in accordance with U.S. GAAP, and the financial results calculated in accordance with U.S. GAAP and reconciliations from those results should be evaluated carefully.
We define Adjusted EBIT (a non-GAAP financial measure) to be net income attributable to W. R. Grace & Co. shareholders adjusted for interest income and expense; income taxes; costs related to legacy product, environmental and other claims; restructuring and repositioning expenses and 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; third-party acquisition-related costs and the amortization of acquired inventory fair value adjustment; and certain other items that are not representative of underlying trends.
We define Adjusted EBITDA (a non-GAAP financial measure) to be Adjusted EBIT adjusted for depreciation and amortization.
We define Adjusted EBIT Return On Invested Capital (a non-GAAP financial measure) to be Adjusted EBIT (on a trailing four quarters basis) divided by the sum of net working capital, properties and equipment and certain other assets and liabilities.
We define Adjusted Gross Margin (a non-GAAP financial measure) to be gross margin adjusted for pension-related costs included in cost of goods sold and the amortization of acquired inventory fair value adjustment.
We define Adjusted Earnings Per Share (EPS) (a non-GAAP financial measure) to be diluted EPS adjusted for costs related to legacy product, environmental and other claims; restructuring and repositioning expenses and 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; third-party acquisition-related costs and the amortization of acquired inventory fair value adjustment; certain other items that are not representative of underlying trends; and certain discrete tax items.

40

Table of Contents

We define Net Sales, constant currency (a non-GAAP financial measure) to be the period-over-period change in net sales calculated using the foreign currency exchange rates that were in effect during the previous comparable period.
We use Adjusted EBIT as a performance measure in significant business decisions and in determining certain incentive compensation. We use Adjusted EBIT as a performance measure because it provides improved period-to-period comparability for decision making and compensation purposes, and because it better measures the ongoing earnings results of our strategic and operating decisions by excluding the earnings effects of our legacy product, environmental and other claims; restructuring and repositioning activities; divested businesses; the effects of acquisitions; and certain other items that are not representative of underlying trends.
We use Adjusted EBITDA, Adjusted EBIT Return On Invested Capital, Adjusted Gross Margin, and Adjusted EPS as performance measures and may use these measures in determining certain incentive compensation. We use Adjusted EBIT Return On Invested Capital in making operating and investment decisions and in balancing the growth and profitability of our operations.
We use Net Sales, constant currency as a performance measure to compare current period financial performance to historical financial performance by excluding the impact of foreign currency exchange rate fluctuations that are not representative of underlying business trends and are largely outside of our control.
Adjusted EBIT, Adjusted EBITDA, Adjusted EBIT Return On Invested Capital, Adjusted Gross Margin, Adjusted EPS, and Net Sales, constant currency do not purport to represent income measures as defined under U.S. GAAP and should not be used as alternatives to such measures as an indicator of our performance. These measures are provided to investors and others to improve the period-to-period comparability and peer-to-peer comparability of our financial results, and to ensure that investors understand the information we use to evaluate the performance of our businesses. They distinguish the operating results of Grace’s current business base from the costs of Grace’s legacy product, environmental and other claims; restructuring and repositioning activities; divested businesses; and certain other items. These measures may have material limitations due to the exclusion or inclusion of amounts that are included or excluded, respectively, in the most directly comparable measures calculated and presented in accordance with U.S. GAAP and thus investors and others should review carefully the financial results calculated in accordance with U.S. GAAP.
Adjusted EBIT has material limitations as an operating performance measure because it excludes costs related to legacy product, environmental and other claims, and may exclude income and expenses from restructuring and repositioning activities and divested businesses, which historically have been material components of our net income. Adjusted EBITDA also has material limitations as an operating performance measure because it excludes the impact of depreciation and amortization expense. Our business is substantially dependent on the successful deployment of capital, and depreciation and amortization expense is a necessary element of our costs. We compensate for the limitations of these measurements by using these indicators together with net income as measured under U.S. GAAP to present a complete analysis of our results of operations. Adjusted EBIT and Adjusted EBITDA should be evaluated together with net income and net income attributable to Grace shareholders, measured under U.S. GAAP, for a complete understanding of our results of operations.

41

Table of Contents

Analysis of Operations
(In millions, except per share amounts)
Three Months Ended June 30,
 
Six Months Ended June 30,
2018
 
2017
 
% Change
 
2018
 
2017
 
% Change
Net sales:
 
 
 
 
 
 
 
 
 
 
 
Catalysts Technologies
$
364.4

 
$
320.5

 
13.7
 %
 
$
680.2

 
$
614.3

 
10.7
 %
Materials Technologies
121.3

 
109.0

 
11.3
 %
 
237.0

 
213.2

 
11.2
 %
Total Grace net sales
$
485.7

 
$
429.5

 
13.1
 %
 
$
917.2

 
$
827.5

 
10.8
 %
Net sales by region:
 
 
 
 
 
 
 
 
 
 
 
North America
$
147.4

 
$
120.8

 
22.0
 %
 
$
273.4

 
$
236.5

 
15.6
 %
Europe Middle East Africa
185.4

 
163.9

 
13.1
 %
 
364.1

 
312.6

 
16.5
 %
Asia Pacific
124.1

 
115.5

 
7.4
 %
 
224.3

 
215.4

 
4.1
 %
Latin America
28.8

 
29.3

 
(1.7
)%
 
55.4

 
63.0

 
(12.1
)%
Total net sales by region
$
485.7

 
$
429.5

 
13.1
 %
 
$
917.2

 
$
827.5

 
10.8
 %
Performance measures:
 
 
 
 
 
 
 
 
 
 
 
Adjusted EBIT(A):
 
 
 
 
 
 
 
 
 
 
 
Catalysts Technologies segment operating income
$
113.7

 
$
101.3

 
12.2
 %
 
$
205.8

 
$
182.5

 
12.8
 %
Materials Technologies segment operating income
29.6

 
24.2

 
22.3
 %
 
53.7

 
49.0

 
9.6
 %
Corporate costs
(19.8
)
 
(18.3
)
 
(8.2
)%
 
(36.4
)
 
(34.4
)
 
(5.8
)%
Certain pension costs(B)
(4.0
)
 
(3.2
)
 
(25.0
)%
 
(7.8
)
 
(6.3
)
 
(23.8
)%
Adjusted EBIT
119.5

 
104.0

 
14.9
 %
 
215.3

 
190.8

 
12.8
 %
Restructuring and repositioning expenses
(18.8
)
 
(5.4
)
 
 
 
(24.4
)
 
(7.7
)
 
 
Third-party acquisition-related costs
(5.8
)
 
—

 
 
 
(6.7
)
 
—

 
 
Loss on early extinguishment of debt
(4.8
)
 
—

 
 
 
(4.8
)
 
—

 
 
Amortization of acquired inventory fair value adjustment
(4.6
)
 
—

 
 
 
(4.6
)
 
—

 
 
Costs related to legacy product, environmental and other claims
(2.8
)
 
(14.9
)
 
 
 
(4.3
)
 
(17.0
)
 
 
Income and expense items related to divested businesses
0.6

 
(0.7
)
 
 
 
0.1

 
(1.0
)
 
 
Pension MTM adjustment and other related costs, net
—

 
—

 
 
 
—

 
(1.9
)
 
 
Interest expense, net
(19.5
)
 
(19.5
)
 
—
 %
 
(38.4
)
 
(38.8
)
 
1.0
 %
(Provision for) benefit from income taxes
(25.0
)
 
(19.6
)
 
(27.6
)%
 
(49.8
)
 
(37.6
)
 
(32.4
)%
Income (loss) attributable to W. R. Grace & Co. shareholders
$
38.8

 
$
43.9

 
(11.6
)%
 
$
82.4

 
$
86.8

 
(5.1
)%
Diluted EPS
$
0.58

 
$
0.64

 
(9.4
)%
 
$
1.22

 
$
1.27

 
(3.9
)%
Adjusted EPS
$
1.07

 
$
0.84

 
27.4
 %
 
$
1.89

 
$
1.52

 
24.3
 %

42

Table of Contents

Analysis of Operations
(In millions)
Three Months Ended June 30,
 
Six Months Ended June 30,
2018
 
2017
 
% Change
 
2018
 
2017
 
% Change
Adjusted performance measures:
 

 
 

 
 

 
 
 
 
 
 
Gross Margin:
 

 
 

 
 

 
 
 
 
 
 
Catalysts Technologies
43.5
 %
 
40.4
 %
 
3.1 pts

 
42.5
 %
 
39.9
 %
 
2.6 pts

Materials Technologies
39.9
 %
 
37.4
 %
 
2.5 pts

 
38.2
 %
 
38.2
 %
 
0.0 pts

Adjusted Gross Margin
42.6
 %
 
39.6
 %
 
3.0 pts

 
41.4
 %
 
39.4
 %
 
2.0 pts

Amortization of acquired inventory fair value adjustment
(1.0
)%
 
—
 %
 
(1.0) pts

 
(0.5
)%
 
—
 %
 
(0.5) pts

Pension costs in cost of goods sold
(0.7
)%
 
(0.2
)%
 
(0.5) pts

 
(0.8
)%
 
(0.4
)%
 
(0.4) pts

Total Grace
40.9
 %
 
39.4
 %
 
1.5 pts

 
40.1
 %
 
39.0
 %
 
1.1 pts

Adjusted EBIT:
 

 
 

 
 

 
 

 
 

 
 

Catalysts Technologies
$
113.7

 
$
101.3

 
12.2
 %
 
$
205.8

 
$
182.5

 
12.8
 %
Materials Technologies
29.6

 
24.2

 
22.3
 %
 
53.7

 
49.0

 
9.6
 %
Corporate, pension, and other
(23.8
)
 
(21.5
)
 
(10.7
)%
 
(44.2
)
 
(40.7
)
 
(8.6
)%
Total Grace
119.5

 
104.0

 
14.9
 %
 
215.3

 
190.8

 
12.8
 %
Depreciation and amortization:
 

 
 

 
 

 
 

 
 

 
 

Catalysts Technologies
$
21.3

 
$
21.1

 
0.9
 %
 
$
40.7

 
$
42.4

 
(4.0
)%
Materials Technologies
3.7

 
4.8

 
(22.9
)%
 
8.4

 
9.5

 
(11.6
)%
Corporate
0.9

 
1.2

 
(25.0
)%
 
1.8

 
2.3

 
(21.7
)%
Total Grace
25.9

 
27.1

 
(4.4
)%
 
50.9

 
54.2

 
(6.1
)%
Adjusted EBITDA:
 

 
 

 
 

 
 

 
 

 
 

Catalysts Technologies
$
135.0

 
$
122.4

 
10.3
 %
 
$
246.5

 
$
224.9

 
9.6
 %
Materials Technologies
33.3

 
29.0

 
14.8
 %
 
62.1

 
58.5

 
6.2
 %
Corporate, pension, and other
(22.9
)
 
(20.3
)
 
(12.8
)%
 
(42.4
)
 
(38.4
)
 
(10.4
)%
Total Grace
145.4

 
131.1

 
10.9
 %
 
266.2

 
245.0

 
8.7
 %
Adjusted EBIT margin:
 

 
 

 
 

 
 
 
 
 
 
Catalysts Technologies
31.2
 %
 
31.6
 %
 
(0.4) pts

 
30.3
 %
 
29.7
 %
 
0.6 pts

Materials Technologies
24.4
 %
 
22.2
 %
 
2.2 pts

 
22.7
 %
 
23.0
 %
 
(0.3) pts

Total Grace
24.6
 %
 
24.2
 %
 
0.4 pts

 
23.5
 %
 
23.1
 %
 
0.4 pts

Adjusted EBITDA margin:
 

 
 

 
 

 
 

 
 

 
 

Catalysts Technologies
37.0
 %
 
38.2
 %
 
(1.2) pts

 
36.2
 %
 
36.6
 %
 
(0.4) pts

Materials Technologies
27.5
 %
 
26.6
 %
 
0.9 pts

 
26.2
 %
 
27.4
 %
 
(1.2) pts

Total Grace
29.9
 %
 
30.5
 %
 
(0.6) pts

 
29.0
 %
 
29.6
 %
 
(0.6) pts


43

Table of Contents

Analysis of Operations
(In millions)
Four Quarters Ended
June 30,
2018
 
June 30,
2017
Calculation of Adjusted EBIT Return On Invested Capital (trailing four quarters):
Adjusted EBIT
$
438.5

 
$
412.4

Invested Capital:
 
 
 
Trade accounts receivable
277.5

 
265.0

Inventories
307.4

 
236.5

Accounts payable
(262.5
)
 
(199.9
)
 
322.4

 
301.6

Other current assets (excluding income taxes)
62.2

 
35.7

Properties and equipment, net
955.9

 
749.7

Goodwill
541.2

 
397.5

Technology and other intangible assets, net
364.5

 
261.9

Investment in unconsolidated affiliate
138.7

 
131.9

Other assets (excluding capitalized financing fees)
74.9

 
31.2

Other current liabilities (excluding income taxes, legacy environmental matters, accrued interest, and restructuring)
(157.0
)
 
(124.1
)
Other liabilities (excluding income taxes and legacy environmental matters)
(149.6
)
 
(111.6
)
Total invested capital
$
2,153.2

 
$
1,673.8

Adjusted EBIT Return On Invested Capital
20.4
%
 
24.6
%
___________________________________________________________________________________________________________________
Amounts may not add due to rounding.
(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.

44

Table of Contents

Grace Overview
Following is an overview of our financial performance for the second quarter and six months compared with the corresponding prior-year periods .
Net Sales and Gross Margin
Sales were $485.7 million and $917.2 million for the second quarter and six months , respectively, compared with $429.5 million and $827.5 million for the corresponding prior-year periods . Gross margin was 40.9% and 40.1% for the second quarter and six months , respectively, compared with 39.4% and 39.0% for the corresponding prior-year periods . Adjusted Gross Margin was 42.6% and 41.4% for the second quarter and six months , respectively, compared with 39.6% and 39.4% for the corresponding prior-year periods .
CHART-EA97303647D35D1BBA8A02.JPG      CHART-1770C7649D4A6301004A02.JPG
The following tables identify the year-over-year increase or decrease in sales attributable to changes in sales volume and/or mix, product price, and the impact of currency translation.
 
Three Months Ended June 30, 2018
as a Percentage Increase (Decrease) from
Three Months Ended June 30, 2017
Net Sales Variance Analysis
Volume
 
Price
 
Currency Translation
 
Total
Catalysts Technologies
10.0
%
 
1.7
 %
 
2.0
 %
 
13.7
 %
Materials Technologies
5.4
%
 
1.7
 %
 
4.2
 %
 
11.3
 %
Net sales
8.9
%
 
1.7
 %
 
2.5
 %
 
13.1
 %
By Region:
 
 
 
 
 
 
 
North America
19.8
%
 
2.2
 %
 
—
 %
 
22.0
 %
Europe Middle East Africa
3.4
%
 
3.1
 %
 
6.6
 %
 
13.1
 %
Asia Pacific
7.0
%
 
(0.2
)%
 
0.6
 %
 
7.4
 %
Latin America
1.6
%
 
(1.3
)%
 
(2.0
)%
 
(1.7
)%
Sales for the second quarter increased 13.1% , up 10.6% on constant currency, compared with the prior-year quarter. Higher sales volumes in Catalysts Technologies were primarily due to the polyolefin catalysts acquisition. Favorable currency translation, improved pricing, and growth in the existing businesses drove the remainder of the sales increase in Catalysts Technologies. Sales volumes in Materials Technologies were up driven by growth in Asia and North America, partially offset by a decline in EMEA. Favorable currency translation and improved pricing drove the remainder of the sales increase in Materials Technologies.

45

Table of Contents

Gross margin increased 150 basis points to 40.9% for the second quarter . Adjusted Gross Margin increased 300 basis points to 42.6% for the second quarter . The increases were primarily due to product and regional mix, improved pricing, and lower depreciation expense, partially offset by higher raw materials and energy costs. Gross margin was unfavorably impacted by the amortization of the step-up to fair value of acquired inventory and by higher pension service costs included in cost of goods sold.
 
Six Months Ended June 30, 2018
as a Percentage Increase (Decrease) from
Six Months Ended June 30, 2017
Net Sales Variance Analysis
Volume
 
Price
 
Currency Translation
 
Total
Catalysts Technologies
6.5
 %
 
1.7
 %
 
2.5
 %
 
10.7
 %
Materials Technologies
4.1
 %
 
1.2
 %
 
5.9
 %
 
11.2
 %
Net sales
5.9
 %
 
1.6
 %
 
3.3
 %
 
10.8
 %
By Region:
 
 
 
 
 
 
 
North America
14.2
 %
 
1.4
 %
 
—
 %
 
15.6
 %
Europe Middle East Africa
4.9
 %
 
3.0
 %
 
8.6
 %
 
16.5
 %
Asia Pacific
2.4
 %
 
1.1
 %
 
0.6
 %
 
4.1
 %
Latin America
(7.7
)%
 
(3.5
)%
 
(0.9
)%
 
(12.1
)%
Sales for the six months increased 10.8% , up 7.5% on constant currency, compared with the prior-year period. Higher sales volumes in Catalysts Technologies were primarily due to the polyolefin catalysts acquisition. Favorable currency translation, improved pricing, and growth in the existing business in the Middle East, Africa and North America drove the remainder of the sales increase in Catalysts Technologies. Sales in Materials Technologies were up driven by favorable currency translation, higher sales volumes, and improved pricing. Sales volumes in Materials Technologies were up driven by growth in Asia and Latin America, partially offset by a decline in EMEA.
Gross margin increased 110 basis points to 40.1% for the six months from 39.0% for the prior-year period. Adjusted Gross Margin increased 200 basis points to 41.4% for the six months from 39.4% for the prior-year period. The increases were primarily due to regional and product mix, improved pricing, and lower depreciation expense, partially offset by higher raw materials and energy costs. Gross margin was unfavorably impacted by higher pension service costs included in cost of goods sold and by the amortization of the step-up to fair value of acquired inventory.
During the 2018 first quarter, we completed a study to evaluate the useful lives of our operating machinery and equipment, including a review of historical asset retirement data as well as review and analysis of relevant industry practices. As a result of this study, effective January 1, 2018, we revised the useful lives of certain machinery and equipment. The change was determined to be a change in accounting estimate and is being applied prospectively. As a result of this change in accounting estimate, our depreciation expense with respect to such machinery and equipment was reduced by $6.2 million , resulting in an increase to net income of $4.8 million or $0.07 per diluted share, for the three months ended June 30, 2018. For the six months ended June 30, 2018 , depreciation expense with respect to such machinery and equipment was reduced by $8.9 million , resulting in an increase to net income of $6.8 million or $0.10 per diluted share. Depreciation expense with respect to such machinery and equipment is expected to decrease by approximately $23 million for the year ended December 31, 2018. Estimated useful lives for operating machinery and equipment, which previously ranged from 3 to 10 years, now range from 5 to 25 years.

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Grace Net Income
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Net income attributable to Grace was $38.8 million for the second quarter , a decrease of 11.6% compared with $43.9 million for the prior-year quarter. Net income attributable to Grace was $82.4 million for the six months , a decrease of 5.1% compared with $86.8 million for the prior-year period. The decrease s were primarily due to higher repositioning expenses, a higher provision for income taxes, third-party costs incurred related to the polyolefin catalysts acquisition, the second-quarter loss on early extinguishment of debt and the amortization of the fair value adjustment on acquired inventory, partially offset by higher segment operating income and a lower provision for environmental remediation.
Adjusted EBIT
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Adjusted EBIT was $119.5 million for the second quarter , an increase of 14.9% compared with the prior-year quarter. The increase was due to higher sales volumes including the polyolefin catalysts acquisition, higher gross margin, favorable currency translation, and higher income from our ART joint venture, partially offset by business interruption insurance recoveries in the prior-year quarter that did not repeat in 2018 and higher operating expenses in the 2018 second quarter.
Adjusted EBIT was $215.3 million for the six months , an increase of 12.8% compared with the prior-year period. The increase was primarily due to higher sales volumes including the polyolefin catalysts acquisition, higher gross margin, and favorable currency translation, partially offset by business interruption insurance recoveries in the prior-year period that did not repeat in 2018 and higher operating expenses in the 2018 six months.

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Adjusted EPS
The following table reconciles our Diluted EPS to our Adjusted EPS:
 
Three Months Ended June 30,
 
2018
 
2017
(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
 

 
 

 
 

 
$
0.58

 
 

 
 

 
 

 
$
0.64

Restructuring and repositioning expenses
$
18.8

 
$
4.6

 
$
14.2

 
0.21

 
$
5.4

 
$
2.5

 
$
2.9

 
0.04

Third-party acquisition-related costs
5.8

 
1.3

 
4.5

 
0.07

 
—

 
—

 
—

 
—

Loss on early extinguishment of debt
4.8

 
1.1

 
3.7

 
0.05

 
—

 
—

 
—

 
—

Amortization of acquired inventory fair value adjustment
4.6

 
1.1

 
3.5

 
0.05

 
—

 
—

 
—

 
—

Costs related to legacy product, environmental and other claims
2.8

 
0.6

 
2.2

 
0.03

 
14.9

 
5.6

 
9.3

 
0.14

Income and expense items related to divested businesses
(0.6
)
 
(0.1
)
 
(0.5
)
 
(0.01
)
 
0.7

 
0.3

 
0.4

 
0.01

Discrete tax items:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Income tax expense related to historical tax attributes(1)
 
 
(4.7
)
 
4.7

 
0.07

 
 
 
—

 
—

 
—

Discrete tax items
 

 
(1.1
)
 
1.1

 
0.02

 
 

 
(0.9
)
 
0.9

 
0.01

Adjusted EPS
 

 
 

 
 

 
$
1.07

 
 

 
 

 
 

 
$
0.84

 
Six Months Ended June 30,
 
2018
 
2017
(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
 

 
 

 
 

 
$
1.22

 
 
 
 
 
 
 
$
1.27

Restructuring and repositioning expenses
$
24.4

 
$
5.7

 
$
18.7

 
0.28

 
$
7.7

 
$
3.3

 
$
4.4

 
0.06

Third-party acquisition-related costs
6.7

 
1.6

 
5.1

 
0.08

 
—

 
—

 
—

 
—

Loss on early extinguishment of debt
4.8

 
1.1

 
3.7

 
0.05

 
—

 
—

 
—

 
—

Amortization of acquired inventory fair value adjustment
4.6

 
1.1

 
3.5

 
0.05

 
—

 
—

 
—

 
—

Costs related to legacy product, environmental and other claims
4.3

 
1.0

 
3.3

 
0.05

 
17.0

 
6.4

 
10.6

 
0.15

Income and expense items related to divested businesses
(0.1
)
 
—

 
(0.1
)
 
—

 
1.0

 
0.4

 
0.6

 
0.01

Pension MTM adjustment and other related costs, net
—

 
—

 
—

 
—

 
1.9

 
0.7

 
1.2

 
0.02

Discrete tax items:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Income tax expense related to historical tax attributes(1)
 
 
(9.4
)
 
9.4

 
0.14

 
 
 
—

 
—

 
—

Discrete tax items
 
 
(1.1
)
 
1.1

 
0.02

 
 
 
(0.4
)
 
0.4

 
0.01

Adjusted EPS
 
 
 
 
 
 
$
1.89

 
 
 
 
 
 
 
$
1.52

___________________________________________________________________________________________________________________
(1)
Our historical tax attribute carryforwards (net operating losses and tax credits) unfavorably affect our tax expense with respect to certain provisions of the Act. To normalize the effective tax rate, an adjustment is made to eliminate the tax expense impact associated with the historical tax attributes.

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Adjusted EBIT Return On Invested Capital
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Adjusted EBIT Return On Invested Capital for the second quarter decreased to 20.4% on a trailing four quarters basis compared with 24.6% on the same basis as of June 30, 2017 , due to the polyolefin catalysts acquisition. That acquisition, which was completed on April 3, 2018, increased invested capital at that date, while Adjusted EBIT includes only one quarter of income from the acquired business.
We manage our operations with the objective of maximizing sales, earnings and cash flow over time. Doing so 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, in making operating and investment decisions, and in balancing the growth and profitability of our operations.
Grace Value Model
In March 2018, we introduced investors to the Grace Value Model (“GVM”), our framework for creating and delivering value to customers, investors, and employees. At the company level, we create value through our focused portfolio, strong strategic position, and disciplined capital allocation. At the business level, we create value through customer-driven innovation, commercial excellence, and operating excellence. Great talent, our high-performance culture, and integrated business management processes support all of our activities and are a source of competitive advantage.
The GVM framework also encompasses our multi-year initiatives to transform our manufacturing and business processes to extend our competitive advantages and improve our cost position. We expect to significantly improve our manufacturing performance, reduce our manufacturing costs, and improve our integrated business management capabilities. We also expect to invest significant capital in our manufacturing plants to accelerate growth and improve manufacturing performance. Our investments in commercial excellence are yielding positive results in account management, pipeline management and conversion, and pricing.

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Segment Overview—Grace Catalysts Technologies
Following is an overview of the financial performance of Catalysts Technologies for the second quarter and six months compared with the corresponding prior-year periods .
Net Sales—Grace Catalysts Technologies
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Sales were $364.4 million for the second quarter , an increase of 13.7% , or 11.7% on constant currency, compared with the prior-year quarter. The increase on a constant currency basis was due to higher sales volumes ( +10.0% ) and improved pricing ( +1.7% ). Higher sales volumes were driven by polyolefin catalysts due to the polyolefin catalysts acquisition and higher licensing revenues. Catalysts Technologies also benefited from favorable currency translation as the U.S. dollar weakened against multiple currencies, especially the euro, and improved pricing compared with the prior-year quarter.
Sales were $680.2 million for the six months , an increase of 10.7% , 8.2% on constant currency, compared with the prior-year period. The increase on a constant currency basis was due to higher sales volumes ( +6.5% ) and improved pricing ( +1.7% ). Higher sales volumes were driven by polyolefin catalysts primarily due to the polyolefin catalysts acquisition and growth in the existing business in the Middle East and North America, partially offset by lower volumes of refining catalysts in Latin America, China, and Europe. Catalysts Technologies also benefited from favorable currency translation as the U.S. dollar weakened against multiple currencies, especially the euro, compared with the prior-year period.
Segment Operating Income (SOI) and Margin—Grace Catalysts Technologies
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Gross profit was $158.4 million for the second quarter , an increase of 22.2% compared with the prior-year quarter. Gross margin of 43.5% increased 310 basis points from 40.4% for the prior-year quarter. The increase in gross margin was primarily due to product and regional mix, lower depreciation expense, and improved pricing, partially offset by a 180 basis point increase in raw materials and energy costs.
Operating income was $113.7 million for the second quarter , an increase of 12.2% compared with the prior-year quarter, primarily due to the polyolefin catalysts acquisition, higher gross margin, favorable currency translation, and higher income from the ART joint venture. The increase was partially offset by the absence of business interruption insurance recoveries that were included in the prior-year quarter and higher operating expenses. The ART joint venture contributed $8.2 million to operating income, an increase of $2.1 million compared with the prior-year quarter. Operating margin for the second quarter was 31.2% , a decrease of 40 basis points compared with the prior-year quarter.
Gross profit was $289.3 million for the six months , an increase of 18.1% compared with the prior-year period. Gross margin of 42.5% increased 260 basis points compared with 39.9% for the prior-year period. The increase in gross margin was primarily due to product and regional mix, improved pricing, and lower depreciation expense, partially offset by a 160 basis point increase in higher raw materials and energy costs.
Operating income was $205.8 million for the six months , an increase of 12.8% compared with the prior-year period, primarily due to higher gross margin, the polyolefin catalysts acquisition, favorable currency translation, and higher income from the ART joint venture. The increase was partially offset by the absence of business interruption insurance recoveries that were included in the prior-year quarter and higher operating expenses. The ART joint venture contributed $13.6 million to operating income, an increase of $0.5 million compared with the prior-year period. Operating margin for the six months was 30.3% , an increase of 60 basis points compared with the prior-year period.
Segment Overview—Grace Materials Technologies
Following is an overview of the financial performance of Materials Technologies for the second quarter and six months compared with the corresponding prior-year periods .
Net Sales—Grace Materials Technologies
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Sales were $121.3 million for the second quarter , an increase of 11.3% , or 7.1% on constant currency, compared with the prior-year quarter. The increase on a constant currency basis was due to higher sales volumes ( +5.4% ) and improved pricing ( +1.7% ). Sales volumes increased, primarily driven by higher coatings sales in Asia.
Sales were $237.0 million for the six months , an increase of 11.2% , or 5.3% on constant currency, compared with the prior-year period. The increase on a constant currency basis was due to higher sales volumes ( +4.1% ) and improved pricing ( +1.2% ). Sales volumes increased, primarily driven by higher coatings sales in Asia and higher chemical process sales in North America and Latin America.

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Segment Operating Income (SOI) and Margin—Grace Materials Technologies
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Gross profit was $48.4 million for the second quarter , an increase of 18.9% compared with the prior-year quarter. Gross margin of 39.9% increased 250 basis points compared with 37.4% for the prior-year quarter. The increase in gross margin was primarily due to product and regional mix with higher pharma fine chemicals sales and lower petrochemical sales, improved pricing, and lower depreciation expense, partially offset by a 100 basis point increase in raw materials and energy costs.
Operating income was $29.6 million for the second quarter , an increase of 22.3% compared with the prior-year quarter, primarily due to higher gross margin and favorable currency translation, partially offset by higher operating expenses. Operating margin for the second quarter was 24.4% , an increase of 220 basis points compared with the prior-year quarter.
Gross profit was $90.4 million for the six months , an increase of 11.1% compared with the prior-year period. Gross margin of 38.2% was flat compared with the prior-year period as favorable product and regional mix and improved pricing were offset by higher manufacturing costs including a 90 basis point increase in raw materials and energy costs.
Operating income was $53.7 million for the six months , an increase of 9.6% compared with the prior-year period, primarily due to favorable currency translation, higher sales volumes, improved pricing, and lower depreciation expense, partially offset by higher operating expenses. Operating margin for the six months was 22.7% , a decrease of 30 basis points compared with the prior-year period.
Corporate Costs
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Corporate costs include corporate functional costs and other corporate costs such as professional fees and insurance premiums. Corporate costs for the second quarter were $19.8 million , an increase of $1.5 million from the prior-year quarter, primarily due to higher accruals for incentive compensation. Corporate costs for the six months were $36.4 million , an increase of $2.0 million compared with the prior-year period, primarily due to higher accruals for incentive compensation.
Restructuring and Repositioning Expenses
During the second quarter and six months , we incurred $1.0 million and $2.0 million , respectively, of restructuring expenses primarily related to plant exit costs and business engineering and sales force reorganization, compared with $2.0 million and $4.8 million , respectively, in the corresponding prior-year periods that was related to workforce reduction programs in manufacturing, supply chain, finance and IT. Excluding non-cash 2018 plant exit costs of $1.1 million , substantially all costs related to the restructuring programs are expected to be paid by September 30, 2018.
Pretax repositioning expenses for the second quarter and six months were $17.8 million and $22.4 million , respectively, compared with $3.3 million and $2.8 million , respectively, in the corresponding prior-year periods . Expenses incurred in 2018 primarily related to the second quarter write-off of $8.5 million of prior engineering costs as a result of terminating an expansion project no longer necessary due to the polyolefin catalysts acquisition, and $8.1 million for a multi-year program to transform manufacturing and business processes to extend our competitive advantages and improve our cost position, of which $4.9 million was recorded in the second quarter. Excluding asset write-offs, substantially all of these expenses have been or are expected to be settled in cash.
The following table presents the major components of restructuring and repositioning expenses recorded in 2018.
(in millions)
Three Months Ended June 30, 2018
 
Six Months Ended June 30, 2018
Write-off of plant equipment and engineering costs
$
9.1

 
$
9.1

Third-party costs of manufacturing and business transformation programs
4.9

 
8.1

Employee severance
2.5

 
3.7

Other
2.3

 
3.5

Total restructuring and repositioning expenses
$
18.8

 
$
24.4

Defined Benefit Pension Expense
Certain pension costs for the second quarter and six months were $4.0 million and $7.8 million , respectively, compared with $3.2 million and $6.3 million , respectively, for the corresponding prior-year periods . The increases were primarily due to a decrease in discount rates.
Interest and Financing Expenses
Net interest and financing expenses were  $19.5 million  for the second quarter, flat with the prior-year quarter, and $38.4 million for the six months, a decrease of 1.0% compared with the prior-year period. During the second quarter , we incurred a loss on early extinguishment of debt of $4.8 million related to the repayment of our U.S. dollar and euro term loans. See Note 3 to the Consolidated Financial Statements.
Income Taxes
The provision for income taxes for the six months ended June 30, 2018 and 2017 , was $49.8 million and $37.6 million , respectively. The $12.2 million increase was primarily due to the $12.0 million GILTI tax charge recorded in 2018 under the Act, partially offset by a $6.3 million benefit from the federal tax rate change from 35% to 21%. The 2017 first quarter also included $3.1 million in share-based compensation deductions that did not repeat in 2018.
See Note 5 to the Consolidated Financial Statements for additional information regarding income taxes.

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Financial Condition, Liquidity, and Capital Resources
Following is an analysis of our financial condition, liquidity and capital resources at June 30, 2018 .
Our principal uses of cash are generally capital investments and acquisitions; working capital investments; compensation paid to employees, including contributions to our defined benefit pension plans and defined contribution plans; the repayment of debt and interest payments thereon; and the return of cash to shareholders through repurchase of shares and dividends.
On February 8, 2017, we announced that the Board of Directors had authorized a new share repurchase program of up to $250 million. Under this program, during the six months we repurchased 723,441 shares of Company common stock for $49.8 million . As of June 30, 2018 , $169.1 million remained under the current authorization.
We paid cash dividends of $32.4 million during the six months . On February 8, 2018, we announced that the Board of Directors had approved an increase in the annual dividend rate, to $0.96 per share of Company common stock, effective with the dividend paid March 22, 2018.
We believe that the cash we expect to generate during 2018 and thereafter, together with other available liquidity and capital resources, are sufficient to finance our operations, growth strategy, share repurchase program and expected dividend payments, and to meet our debt and pension obligations.
On April 3, 2018, we entered into the Credit Agreement, which provides for new secured credit facilities, consisting of:
(a)
a $950 million term loan due in 2025, with interest at LIBOR +175 basis points, and
(b)
a $400 million revolving credit facility due in 2023, with interest at LIBOR +175 basis points.
We used the proceeds from the term loan to repay in full the outstanding borrowings of $507.0 million under our 2014 credit agreement, to fund the polyolefin catalysts acquisition for $420.9 million, and to make a voluntary $50.0 million accelerated contribution to our U.S. qualified pension plans. See Note 3 to the Consolidated Financial Statements for additional information related to the Credit Agreement.
Cash Resources and Available Credit Facilities
At June 30, 2018 , we had available liquidity of $529.1 million , consisting of $131.5 million in cash and cash equivalents ($57.7 million in the U.S.), $364.3 million available under our revolving credit facility, and $33.3 million of available liquidity under various non-U.S. credit facilities. The $400 million revolving credit facility includes a $100 million sublimit for letters of credit.
Our non-U.S. credit facilities are extended to various subsidiaries that use them primarily to issue bank guarantees supporting trade activity and to provide working capital during occasional cash shortfalls. We generally renew these credit facilities as they expire.
The following table summarizes our non-U.S. credit facilities as of June 30, 2018 :

(In millions)
Maximum Borrowing Amount
 
Available Liquidity
 
Expiration Date
China
$
23.0

 
$
18.7

 
Various through 2023
Other countries
28.4

 
14.6

 
Various through 2023, as well as open-ended
Total
$
51.4

 
$
33.3

 
 

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Analysis of Cash Flows
The following table summarizes our cash flows for the six months and prior-year period :
 
Six Months Ended June 30,
(In millions)
2018
 
2017
Net cash provided by (used for) operating activities
$
119.0

 
$
140.5

Net cash provided by (used for) investing activities
(499.0
)
 
(58.8
)
Net cash provided by (used for) financing activities
350.3

 
(13.2
)
Effect of currency exchange rate changes on cash, cash equivalents, and restricted cash
(1.0
)
 
3.5

Net increase (decrease) in cash and cash equivalents
(30.7
)
 
72.0

Cash, cash equivalents, and restricted cash, beginning of period
163.5

 
100.6

Cash, cash equivalents, and restricted cash, end of period
$
132.8

 
$
172.6

Net cash provided by operating activities for the six months was $119.0 million compared with $140.5 million for the prior-year period . The year-over-year change in cash flow was primarily due to a $50.0 million accelerated contribution to the U.S. defined benefit pension plans and cash used for an increase in inventory, which is expected to decline in the 2018 second half, partially offset by the $30.0 million payment to fund the PD Trust in the prior year, lower net cash paid for income taxes in the prior year, and the timing of advance payments from customers in 2018.
Net cash used for investing activities for the six months was $499.0 million compared with $58.8 million for the prior-year period . The year-over-year change in cash flow was primarily due to the purchase of the polyolefin catalysts business of Albemarle Corporation for $420.9 million , as well as capital spending of $90.8 million during the six months compared with $59.1 million in the prior-year period .
Net cash provided by financing activities for the six months was $350.3 million compared with a use of cash of $13.2 million in the prior-year period . The year-over-year change in cash flow was primarily due to the borrowings under the 2018 credit agreement, offset by the repayment of the outstanding 2014 U.S. dollar and euro term loans.
Included in net cash provided by (used for) operating activities are legacy product, environmental and other claims paid of $12.6 million and $44.2 million ; repositioning expenses paid of $11.2 million and $2.8 million ; and restructuring expenses paid of $5.1 million and $7.2 million for the six months and prior-year period , respectively; and accelerated defined benefit pension plan contributions of $50.0 million and cash paid for third-party acquisition-related costs of $3.0 million for the six months . These cash flows totaled $81.9 million and $54.2 million for the six months and prior-year period , respectively. We do not include these cash flows when evaluating the performance of our businesses.
Debt and Other Contractual Obligations
Total debt outstanding at June 30, 2018 , was $1,986.6 million . The Credit Agreement we entered into on April 3, 2018, provides for new senior secured credit facilities, consisting of a $950 million term loan due in 2025 and a $400 million revolving credit facility due in 2023. In connection with the Credit Agreement, our previous U.S. dollar and euro term loans were repaid in full.
See Note 8 to the Consolidated Financial Statements for a discussion of Financial Assurances.
Employee Benefit Plans
See Note 6 to the Consolidated Financial Statements for further discussion of Pension Plans and Other Postretirement Benefit Plans.

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Defined Benefit Pension Plans
The following table presents the components of cash contributions for the advance-funded and pay-as-you-go plans:
 
Three Months Ended June 30,
 
Six Months Ended June 30,
(In millions)
2018
 
2017
 
2018
 
2017
U.S. advance-funded plans
$
50.0

 
$
—

 
$
50.0

 
$
—

U.S. pay-as-you-go plans
$
1.8

 
$
1.8

 
$
3.5

 
$
3.7

Non-U.S. advance-funded plans
0.5

 
0.2

 
0.5

 
0.5

Non-U.S. pay-as-you-go plans
1.9

 
2.0

 
3.9

 
3.6

Total Cash Contributions
$
54.2

 
$
4.0

 
$
57.9

 
$
7.8

We intend to fund non-U.S. pension plans based upon applicable legal requirements and actuarial and trustee recommendations. We contributed $4.4 million and $4.1 million to these plans during the six months and the prior-year period .
Other Contingencies
See Note 8 to the Consolidated Financial Statements for a discussion of our other contingent matters.
Inflation
We recognize that inflationary pressures may have an adverse effect on us through higher asset replacement costs and higher raw materials and other operating costs. We experienced raw materials cost inflation during the 2017 second half and expect to see continued inflation in 2018. We try to minimize these impacts through effective control of operating expenses, productivity improvements, and hedging purchases of certain raw materials, as well as price increases on our products.
Critical Accounting Estimates
See the “Critical Accounting Estimates” heading in Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Form 10-K for the year ended December 31, 2017 , for a discussion of our critical accounting estimates, incorporated by reference into Item 7 thereof.
Recent Accounting Pronouncements
See Note 1 to the Consolidated Financial Statements for a discussion of recent accounting pronouncements and their effect on us.
Forward-Looking Statements
This document contains, and our other public communications may contain, forward-looking statements, that is, information related to future, not past, events. Such statements generally include the words “believes,” “plans,” “intends,” “targets,” “will,” “expects,” “suggests,” “anticipates,” “outlook,” “continues,” or similar expressions. Forward-looking statements include, without limitation, expected financial positions; results of operations; cash flows; financing plans; business strategy; operating plans; capital and other expenditures; competitive positions; growth opportunities for existing products; benefits from new technology and cost reduction initiatives, plans and objectives; and markets for securities. For these statements, we claim the protections of the safe harbor for forward-looking statements contained in Section 27A of the Securities Act and Section 21E of the Exchange Act. Like other businesses, we are subject to risks and uncertainties that could cause our actual results to differ materially from our projections or that could cause other forward-looking statements to prove incorrect. Factors that could cause actual results to differ materially from those contained in the forward-looking statements include, without limitation: risks related to foreign operations, especially in emerging regions; the costs and availability of raw materials, energy and transportation; the effectiveness of Grace’s research and development and growth investments; acquisitions and divestitures of assets and businesses; developments affecting Grace’s outstanding indebtedness; developments affecting Grace’s pension obligations; Grace’s legal and environmental proceedings; environmental compliance costs; the inability to establish or maintain certain business relationships; the inability

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to hire or retain key personnel; natural disasters such as storms and floods, and force majeure events; changes in tax laws and regulations; international trade disputes, tariffs, and sanctions; the potential effects of cyberattacks; and those additional factors set forth in our most recent Annual Report on Form 10-K, quarterly reports on Form 10-Q, and current reports on Form 8-K, which have been filed with the Securities and Exchange Commission and are readily available on the Internet at www.sec.gov. Our reported results should not be considered as an indication of our future performance. Readers are cautioned not to place undue reliance on our projections and forward-looking statements, which speak only as of the dates those projections and statements are made. We undertake no obligation to release publicly any revision to the projections and forward-looking statements contained in this document, or to update them to reflect events or circumstances occurring after the date of this document.

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Item 3.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
With respect to information disclosed in the “Quantitative and Qualitative Disclosures About Market Risk” section of our Annual Report on Form 10-K for the year ended December 31, 2017 , more recent numerical measures and other information are available in the “Financial Statements” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of this Report. These more recent measures and information are incorporated herein by reference.
Item 4.    CONTROLS AND PROCEDURES
EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES
As of June 30, 2018 , Grace carried out an evaluation of the effectiveness of the design and operation of its disclosure controls and procedures pursuant to Rule 13a-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Based upon that evaluation, Grace’s Principal Executive Officer and Acting Principal Financial Officer concluded that Grace’s disclosure controls and procedures are effective to ensure that information required to be disclosed in Grace’s Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that material information relating to Grace is made known to management, including Grace’s Principal Executive Officer and Acting Principal Financial Officer, as appropriate to allow timely decisions regarding required disclosure.
CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING
There were no changes in Grace’s internal control over financial reporting during the quarter ended June 30, 2018 , that have materially affected, or are reasonably likely to materially affect, Grace’s internal control over financial reporting.

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PART II. OTHER INFORMATION
Item 1.    LEGAL PROCEEDINGS
Note 8 to the interim Consolidated Financial Statements in Part I of this Report is incorporated herein by reference.
Item 1A.    RISK FACTORS
In addition to the other information set forth below and elsewhere in this Report, you should carefully consider the risk factors discussed in the “Risk Factors” section of our Annual Report on Form 10-K for the year ended December 31, 2017 , which could materially affect our business, financial condition or future results. The risks described in this Report and in our Annual Report on Form 10-K are not the only risks facing Grace. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition or future results. With respect to certain risk factors discussed in our Annual Report on Form 10-K, more recent numerical measures and other information are available in the “Financial Statements” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of this Report. These more recent measures and information are incorporated herein by reference.
The global scope of our operations subjects us to the risks of doing business in foreign countries, and with other parties located in foreign jurisdictions, which could adversely affect our business, financial condition and results of operations.
In addition to the risks and uncertainties that we discussed in our Annual Report on Form 10-K, recent world events have increased the risks posed by international trade disputes, tariffs, and sanctions. We procure a wide spectrum of commodities globally to support our production. For materials sourced from nations that could be impacted by trade disputes, tariffs or sanctions, we could potentially face increased costs, supply disruptions and/or costs associated with securing alternative materials. Additionally, such disputes, tariffs, and sanctions could potentially lead to a reduction in our sales of products, technology, and services. We view geopolitical risk along with other potential supply chain and sales risks, and work actively to diversify and mitigate these potential impacts; however, such events could adversely affect our business, financial condition and results of operations.
Item 2.    UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Share Repurchase Program
On February 8, 2017, we announced that our Board of Directors had authorized a share repurchase program of up to $250 million. Repurchases under the program may be made through one or more open market transactions at prevailing market prices; unsolicited or solicited privately negotiated transactions; accelerated share repurchase programs; or through any combination of the foregoing, or in such other manner as determined by management. The timing of the repurchases and the actual amount repurchased will depend on a variety of factors, including the market price of the Company’s shares, the strategic deployment of capital, and general market and economic conditions.
The following table presents information regarding the repurchase of Company common stock by or on behalf of Grace or any “affiliated purchaser” of Grace during the three months ended June 30, 2018 :
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)
4/1/2018 - 4/30/2018
 
61,000

 
66.06

 
61,000

 
179.9

5/1/2018 - 5/31/2018
 
47,731

 
71.29

 
47,731

 
176.5

6/1/2018 - 6/30/2018
 
100,569

 
73.00

 
100,569

 
169.1

Total
 
209,300

 
70.59

 
209,300

 
 

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Item 4.    MINE SAFETY DISCLOSURES
Information concerning mine safety violations or other regulatory matters required by Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 104 of Regulation S-K (17 CFR 229.104) is included in Exhibit 95 to this Report.
Item 6.    EXHIBITS
In reviewing the agreements included as exhibits to this and other Reports filed by Grace with the Securities and Exchange Commission (the “SEC”), please remember they are included to provide you with information regarding their terms and are not intended to provide any other factual or disclosure information about Grace or other parties to the agreements. The agreements generally contain representations and warranties by each of the parties to the applicable agreement. These representations and warranties have been made solely for the benefit of the other parties to the applicable agreement. These representations and warranties:
•
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.
Accordingly, these representations and warranties may not describe the actual state of affairs as of the date they were made or at any other time. Additional information about Grace may be found elsewhere in this report and Grace’s other public filings, which are available without charge through the SEC’s website at http://www.sec.gov.
The following is a list of Exhibits filed as part of this Quarterly Report on Form 10-Q:
Exhibit No.
 
Description of Exhibit
 
Location
2.1
 
 
Exhibit 2.4 to Form 10-K (filed 2/22/18) SEC File No.: 001-13953
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
4.1
 
 
Exhibit 4.1 to Form 8-K (filed 4/03/18) SEC File No.: 001-13953
4.2
 
 
Exhibit 4.2 to Form 10-Q (filed 5/09/18) SEC File No.: 001-13953

10.1
 
 
Exhibit 10.1 to Form 8-K (filed 5/14/18) SEC File No.: 001-13953*
10.2
 
 
Filed herewith*
10.3
 
 
Filed herewith*

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Exhibit No.
 
Description of Exhibit
 
Location
10.4
 
 
Filed herewith*
10.5
 
 
Filed herewith*
15
 
 
Filed herewith
31(i).1
 
 
Filed herewith
31(i).2
 
 
Filed herewith
32
 
 
Filed herewith
95
 
 
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
___________________________________________________________________________________________________________________
*
Management contracts and compensatory plans, contracts or arrangements required to be filed as exhibits to this Report.

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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized.
 
W. R. GRACE & CO.
(Registrant)
 
 
 
Date: August 8, 2018
By:
/s/ A. E. FESTA
 
 
A. E. Festa
Chairman and Chief Executive Officer
(Principal Executive Officer)
 
 
 
Date: August 8, 2018
By:
/s/ HUDSON LA FORCE
 
 
Hudson La Force
President and Chief Operating Officer
(Acting Principal Financial Officer)
 
 
 
Date: August 8, 2018
By:
/s/ WILLIAM C. DOCKMAN
 
 
William C. Dockman
Vice President and Controller
(Principal Accounting Officer)

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20__-20__ PBU Grant Agreement/Stock

Granted to:        ___________________________
Effective Date of Grant:        _______________ _____, 20___
Grant Date Value:        $__________________________
Initial PBUs Granted:         ___________________________
Performance Period:        January 1, 20__ – December 31, 20__
Settlement:        Shares of Company Common Stock

Under the long-term incentive program of W. R. Grace & Co., the Compensation Committee of the Board of Directors of Grace has granted you a number of “performance-based units” for the 20__–20__ Performance Period (“PBUs”), as specified above (your “20__-20__ PBU Grant”), under the W. R. Grace & Co. 2018 Stock Incentive Plan.

Subject to your continued employment with the Company through the date that the 20__-20__ PBU grants are settled (anticipated to be in March 20__) (or as otherwise specified in the 20__-20__ PBU Grant Provisions (“PBU Grant Provisions”)), you are eligible for an award at settlement of a number of shares of Grace common stock equal to the number of final PBUs awarded to you. The number of final PBUs awarded to you will be based on the extent to which the performance objectives described in the 20__ LTIP Award Letter previously provided to you (the “20__ LTIP Letter”) for the Performance Period are met. If these performance objectives are achieved, then at settlement, you will receive a number of shares of Grace common stock equal to the Initial PBUs Granted as specified above. If those objectives are not achieved, only partially achieved, or are over-achieved, the number of shares of Grace common stock you will receive under this PBU Grant Agreement at settlement will be decreased (or eliminated) or increased, based on the calculation of the number of final PBUs awarded to you, as set forth in the 20__ LTIP Letter. (Also note that, although the Company intends to settle your 20__-20__ PBU Grant in shares of Grace common stock, the Company reserves the right to settle all or a part of your PBU Grant in cash (based on the average of the high and low prices of a share of Grace common stock as of the date that the Compensation Committee of the Grace Board approves the “T-Level” regarding the 20__-20__ PBU Grants), depending on an evaluation of the circumstances at the time of settlement.)

Your 20__-20__ PBU Grant is governed by the terms of this PBU Grant Agreement, the PBU Grant Provisions, the 20__ LTIP Letter, as well as the 2018 Stock Incentive Plan, which are all incorporated by reference herein.

Also, your 20__-20__ PBU Grant, its vesting, and settlement of the PBUs, shall be subject to your compliance with the “Restrictive Covenants” within the PBU Grant Provisions, which are incorporated by reference herein.

In addition, if the status of your employment changes before settlement of your 20__-20__ PBU Grant, special rules may apply (see “Termination or Change in Employment Status” in the 20__-20__ PBU Grant Provisions for more information).

PBUs are being granted only to a limited number of key employees. This grant should, therefore, be treated confidentially.

Please read, agree to, and acknowledge this Agreement through E-Trade.

W. R. Grace & Co.


By:    ______________________________

______________________________



This document constitutes part of a prospectus covering securities that have been registered under the Securities Act of 1933





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20__-20__ PBU Grant Provisions

Definitions

“Board of Directors”: The Board of Directors of the Company.

“Committee”: The Compensation Committee of the Board of Directors.

“Company”: W. R. Grace & Co., a Delaware corporation and/or, if applicable in the context, one or more of its Subsidiaries.

“Incomplete PBU Grants”: A PBU Grant for which the Performance Period has not been completed as of the date referenced.

“Key Employee”: An officer or other full-time employee of the Company, who, in the opinion of the Company, can contribute significantly to the growth and successful operations of the Company.

“LTIP Adjusted EPS”: Diluted EPS from continuing operations adjusted for costs related to legacy product, environmental and other claims; restructuring and repositioning expenses and 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; third-party acquisition-related costs and the amortization of acquired inventory fair value adjustment; certain other items that are not representative of underlying trends; and certain discrete tax items, as determined by the Committee.
 
“Participant”: A Key Employee who is a recipient of a PBU Grant.

“PBU Grant”: A performance-based unit for the Performance Period granted to a Participant, as further specified in the PBU Grant Agreement applicable to the Participant.
 

“Performance Period”: January 1, 20__ to December 31, 20__ (inclusive).


“Stock Incentive Plan”: The W. R. Grace & Co. 2018 Stock Incentive Plan.

“Subsidiary”: A corporation, partnership, limited liability company or other form of business association of which shares of common stock or other ownership interests (i) having more than 50% of the voting power regularly entitled to vote for directors (or equivalent management rights) or (ii) regularly entitled to receive more than 50% of the dividends (or their equivalents) paid on the common stock (or other ownership interests), are owned, directly or indirectly, by the Company.

The PBU Grants

Each Participant’s PBU Grant shall be evidenced by a 20__-20__ PBU Grant Agreement that specifies the number of PBUs initially granted to the Participant, the manner of settlement related to any final PBUs earned, and such other terms and conditions as the Committee shall approve, inclusive in this document as described under “PBU Grant Provisions.”

In the case of a Key Employee who becomes a Participant after the beginning of the Performance Period, the Committee may ratably reduce the cash payout or stock award (as applicable) covered by such Key Employee’s PBU Grant, or otherwise appropriately adjust the terms of the PBU Grant, to reflect the fact that the Key Employee is to be a Participant for only part of the Performance Period.

Subject to the administrative practices that apply to termination or change in employment status and to the amendment or discontinuance of PBU Grants, the performance objectives applicable to PBU Grants will remain unchanged during the Performance Period except as specified herein.
Termination or Change in Employment Status

A Participant shall forfeit all rights to any cash payment (or stock award) related to a 20__-20__ PBU Grant, if, prior to the date that the Compensation Committee of the Grace Board approves the “T-Level” regarding the 20__-20__ PBU Grants, the Participant’s employment terminates for any reason other than as provided below, unless the Committee (or the designee of the Committee, which may include the Chief

20__-20__ PBU Grant Provisions | Page 2




Executive Officer of the Company) determines to make an exception.

Any other provision of the Plan notwithstanding:
•
If a Participant ceases employment before age 55, the Participant will forfeit all rights to any cash payment or stock award related to this 20__-20__ PBU Grant.
•
If a Participant ceases employment at or after age 55 (at a time that the sum of his or her age and years of service total at least 60), or at or after age 62, or as a result of death or disability, during the Performance Period, then his or her PBU Grant shall thereupon vest, and he or she (or his or her estate or legal representative, as appropriate) shall be entitled to receive any cash payment or stock award (as appropriate) he or she would otherwise have received (at the time he or she would have otherwise received such payment or award), except that the amount of any such payment or award shall be reduced ratably in proportion to the portion of the Performance Period during which the Participant was not an employee (measured in whole calendar months ). If a Participant ceases employment with the Company for any of the reasons specified in this paragraph, after the completion of the applicable Performance Period (but before the cash payment or stock award is made), then his or her rights to his or her PBU Grant shall thereupon vest, and he or she shall be entitled to receive such cash payment or stock award at the time he or she would have otherwise received such payment or award.
•
Any other provision of this document notwithstanding, if a Participant is terminated from employment by the Company for “cause” (as defined in the next sentence), such Participant shall forfeit all rights to any cash payment (or stock award) related to a PBU Grant. “Cause” means the Participant engaging in actions that are injurious to the Company (monetarily or otherwise), or a Participant’s conviction for any criminal violation involving dishonesty or fraud or any crime which constitutes a felony.
A leave of absence, if approved by the Committee, shall not be deemed a termination or change of employment status for the purposes of this PBU Grant, but, unless the Committee otherwise directs, any cash payment or stock award related to the PBU Grant that a Participant would otherwise have received shall be reduced ratably in proportion to the portion of the
 
Performance Period during which the Participant was on such leave of absence.

Any consent, approval or direction that the Committee may give under this section in respect of an event or transaction may be given before or after the event or transaction.

Calculation of Cash Payments or Stock Awards

The Committee shall determine the extent to which the applicable performance objectives have been achieved during the Performance Period, and the amount of any cash payment or stock award earned regarding the PBU Grants. All calculations in this regard shall be made by the Company’s Finance Department, in accordance with the accounting principles customarily applied by the Company’s Finance Department, and shall be submitted to the Committee for its review and approval. The final determinations of the Committee in this regard shall be final and binding on all parties.

Treatment of Corporate Acquisitions and Divestments and Extraordinary Events

Consistent with the provisions of the Stock Incentive Plan, in the event acquisitions or divestments, or substantial changes in tax or other laws or in accounting principles or practices, or natural disasters or other extraordinary events, render fulfillment of the performance objectives of the PBU Grants impossible or impracticable, or result in the achievement of the performance objectives without appreciable effort by the Participants, as determined by the Committee in its sole discretion, then the Committee may, but shall not be obligated to, amend or change any PBU Grant, in any manner the Committee deems appropriate, so that the Participants may earn a cash payment or stock award (as appropriate) consistent with the objectives of the PBU Grants, as determined by the Committee in its sole discretion.


In addition, for the avoidance of doubt, in the event of a “Change in Control” of the Company (within the meaning of the Stock Incentive Plan), the provisions of Plan Section 15 (“Change in Control Provisions”) shall be applicable to this PBU Grant.

Dividends


20__-20__ PBU Grant Provisions | Page 3




In the event the Company issues a dividend or dividend equivalent to be paid in cash (or in stock) in respect of an unvested stock incentive, such dividends or dividend equivalents shall be retained by the Company and may be paid to a Participant subject to the same restrictions and vesting as are applicable to the underlying stock incentive.

Claw-Back Provisions

Consistent with the terms of section 13(i) of the Stock Incentive Plan, all PBU Grants (including any proceeds, gains or other economic benefit actually or constructively received by a Participant upon any receipt, vesting or exercise of any portion of any PBU Grant or upon the receipt or resale of any shares of Common Stock underlying any PBU Grant shall be subject to the provisions of any claw-back policy implemented by the Company, including, without limiting any claw-back policy adopted to comply with the requirements of applicable law, whether or not such claw-back policy was in place at the time of a PBU Grant (or any other PBU Grant Agreement), to the extent set forth in such claw-back policy and/or any other PBU Grant Agreement.
 
Code Section 409A

Notwithstanding any other provision of any PBU Grant Agreement or these PBU Grant provisions, PBU Grants shall be settled in a manner intended to comply with the provisions of Section 409A of the Internal Revenue Code (“Code”), which shall include the requirement that any PBUs held by a “specified employee” (as defined under Code Section 409A) that become vested, and are to be settled upon a Participant’s “separation from service” (as defined in Code Section 409A), being settled on the first business day following the date that is six months after the effective date of such separation from service.


Administration and Amendment

The Committee has full and exclusive authority to administer the PBU Grant, and to interpret the provisions of each Grant Agreement and the Administrative Practices specified herein, as well as the provisions of each PBU Grant Agreement. Decisions of the Committee regarding the interpretation and administration of the PBU Grant shall be final and binding on all parties.

The Administrative Practices for the PBU Grant specified herein may be amended by the Committee, provided that, no amendment or
 
discontinuance of PBU Grants shall, without a Participant’s consent, adversely affect his or her rights in any cash payment or stock award related thereto.

General

Nothing in this document nor in any instrument executed pursuant hereto shall confer upon a Participant any right to continue in the employ of the Company or a Subsidiary, or shall affect the right of the Company or a Subsidiary to terminate his or her employment with or without cause.

The Company or a Subsidiary may make such provisions as it may deem appropriate for the withholding or any taxes that the Company or a Subsidiary determines it is required to withhold in connection with any PBU Grant or any cash payment (or stock award) related thereto.

No PBU Grant, nor any cash payment or stock award related thereto, or other right thereunder, shall be subject in any manner to alienation, sale, transfer, assignment, pledge, encumbrance or charge, except by will or the laws of descent and distribution, or by the terms of a Participant’s Designation of Beneficiary, if any, on file with the Company.

Nothing in a PBU Grant is intended to be a substitute for, or shall preclude or limit the establishment or continuation of, any other plan, practice, or arrangement for the payment of compensation or benefits to employees generally, or to any class or group of employees, which the Company or a Subsidiary now has or may hereafter lawfully put into effect, including, without limitation, any retirement, pension, group insurance, annual bonus, stock purchase, stock bonus or stock option plan.


No cash amounts paid or stock awarded pursuant to any PBU Grant shall be included or counted as compensation for the purposes of any employee benefit plan of the Company or a Subsidiary where contributions to the plan, or the benefits received from the plan, are measured or determined in whole or in part, by the amount of the employee’s compensation.
A PBU Grant to an employee of a Subsidiary shall be contingent on the approval of the Subsidiary and the Subsidiary’s agreement that (a) the Company may administer the PBU Grant on its behalf and (b) the Subsidiary will make, or reimburse the Company for, the cash payments or stock awards related to the PBU Grant. The

20__-20__ PBU Grant Provisions | Page 4




provisions of this paragraph and the obligations of the Subsidiary so undertaken may be waived, in whole or in the part, from time to time by the Company.

The Chief Executive Officer of the Company may approve such technical changes and clarifications to the PBU Grants as necessary, provided such changes or clarifications do not vary substantially from the terms and conditions outlined herein or from the provisions of the 20__ LTIP Letter.


Restrictive Covenants

1.    Noncompetition
(a)
For a period of __ months after a Participant is no longer employed (for any reason whatsoever) by the Company, the Participant will not, without the prior written consent of an authorized officer of the Company, (a) directly or indirectly engage in or (b) assist or have any active interest in (whether as a proprietor, partner, stockholder, officer, director or any type of principal whatsoever; provided that ownership of not more than 2% of the outstanding stock of a corporation traded on a national securities exchange shall not of itself be viewed as assisting or having an active interest), or (c) enter the employment of or act as an agent, broker or distributor for or adviser or consultant to any person, firm, corporation or business entity that is (or is about to become) directly or indirectly engaged in the development, manufacture or sale of any product that competes with or is similar to any product manufactured, sold or under development by the Company at any time while the Participant was employed by the Company, in any area of the world in which such product is, at the time the Participant ceases to be employed, manufactured or sold by the Company; provided that this restriction shall apply only with respect to the products with whose development, manufacture, or sale the Participant was concerned or connected with in any way during the __-month period immediately prior to the Participant ceasing to be an employee of the Company.
(b)
The Participant hereby acknowledges and confirms that the business of the Company extends throughout substantial areas of the world. During the course of the Participant’s employment with the Company, the Participant’s involvement with the business of the Company may vary as to products and geographic area. It is the Company’s practice to enforce
 
this noncompetition covenant only to the extent necessary to protect the Company’s legitimate interests commensurate with the Participant’s involvement with the business of the Company during the Participant’s employment, and the Participant acknowledges and confirms that the Company may enforce this noncompetition covenant consistent with such practice.

2.    Nonsolicitation of Customers
The Participant agree that during the __-month 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, solicit, contact, call upon, communicate with or attempt to communicate with any customer or prospect of the Company, or any representative of any customer or prospect of the Company, with a view to sell or provide any product, equipment, or service competitive or potentially competitive with any product, equipment, or service sold or provided or under development by Company during the __ months immediately preceding cessation of the Participant’s employment with the Company; provided that the restrictions set forth in this paragraph shall apply only to customers or prospects of the Company, or representatives of customers or prospects of the Company, with whom the Participant had contact during such __-month period. The actions prohibited by this section shall not be engaged in by the Participant directly or indirectly, whether as manager, salesman, agent, sales or service representative, engineer, technician or otherwise.
3.     Nonsolicitation of Employees
The Participant agrees that during the __-month 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

20__-20__ PBU Grant Provisions | Page 5




Company or to perform services for any other person, firm, corporation or business organization or entity.

4.    Participant Acknowledgement
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.

20__-20__ PBU Grant Provisions | Page 6


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20__ RSU Grant Agreement/Stock


Granted to:        ___________________________
Date of Grant:        ________________ _____, 20__
Grant Date Value:        $__________________________
RSUs Granted:        ___________________________
Settlement:        Stock

Subject to other provisions hereof, units shall become vested on the following dates:
•
____________________________ units on ______________________________
•
____________________________ units on ______________________________
•
____________________________ units on ______________________________
(Each such date shall be regarded as a “Vesting/Valuation Date” for the applicable tranche.)

Under the long-term incentive program of W. R. Grace & Co. (“Grace”), the Compensation Committee of the Board of Directors of Grace has granted you a number of “restricted share units” (“RSUs”) specified above (your “20__ RSU Grant”), under the W. R. Grace & Co. 2018 Stock Incentive Plan. Each RSU represents the right to receive one share of Grace common stock.

The award related to your 20__ RSU Grant will be settled in Grace common stock (i.e., you will receive one share of Grace common stock for each RSU that vests, which will be valued based on the average of the high and low prices of such share on the applicable Vesting/Valuation Date), as soon as practical after the applicable Vesting/Stock Valuation Date (but within 60 days of that date, in any event), provided you are still employed on that date by Grace. (Please note, however, that while it is intended that your RSUs be settled in stock as described herein, Grace reserves the right to instead settle any RSUs in cash, based on the average of the high and low prices of a share of Grace common stock on the applicable Vesting/Stock Valuation Date, depending on an evaluation of circumstances at that time.)

Your 20__ RSU Grant is governed by the terms of this Agreement, and the 20__ RSU Grant Provisions, as well as the 2018 Stock Incentive Plan, which are all incorporated by reference herein.

Also, the grant, vesting, and exercise of this RSU Grant shall be subject to your compliance with the “Restrictive Covenants” within the 20__ RSU Grant Provisions, which are incorporated by reference herein.

In addition, if the status of your employment changes before settlement of your RSU Grant, special rules may apply (see “Termination or Change in Employment Status” in the 20__ RSU Grant Provisions for more information).

RSUs are being granted only to a limited number of key employees. This grant should, therefore, be treated confidentially.

Please read, agree to, and acknowledge this Agreement through E-Trade.
W. R. Grace & Co.

By:    ______________________________

______________________________

This document constitutes part of a prospectus covering securities that have been registered under the Securities Act of 1933




A2Q18EXHIBIT103IMAGE1.GIF

20__ RSU Grant Provisions

Definitions

“Board of Directors”: The Board of Directors of the Company.

“Committee”: The Compensation Committee of the Board of Directors.

“Company”: W. R. Grace & Co., a Delaware corporation and/or, if applicable in the context, one or more of its Subsidiaries.

“Key Person”: Either (i) an employee of the Company or a Subsidiary who, in the opinion of the Committee, has contributed or can contribute significantly to the growth and successful operations of the Company or one or more Subsidiaries, as determined by the Committee, or (ii) a Director or the Company’s Board of Directors. The award of an RSU Grant to an employee shall be deemed a determination by the Committee that such person is a Key Person.

“Participant”: A Key Person who is a recipient of an RSU Grant.

“RSU Grant”: A “restricted share unit” granted to a Participant, which would entitle him or her to a cash payment (or stock award), in accordance with his or her 20___ RSU Grant Agreement.

“Stock Incentive Plan” (or “Plan”): The W. R. Grace & Co. 2018 Stock Incentive Plan.

“Subsidiary”: A corporation, partnership, limited liability company or other form of business association of which shares of common stock or other ownership interests (i) having more than 50% of the voting power regularly entitled to vote for directors (or equivalent management rights) or (ii) regularly entitled to receive more than 50% of the dividends (or their equivalents) paid on the common stock (or other ownership interests), are owned, directly or indirectly, by the Company.

 
RSU Grant

Each Participant’s RSU Grant is made pursuant to an RSU Grant Agreement that specifies the number of RSUs granted to the Participant, the manner of settlement related to any RSU awards that become payable, and such other terms and conditions as the Committee shall approve, inclusive in this document.

For the avoidance of doubt, the RSU Grants that are scheduled to be settled as a stock award shall be granted under the Stock Incentive Plan, and the terms of this provisions under “RSU Grant Provisions,” shall be interpreted in a manner that is consistent with the terms of the Stock Incentive Plan such that the provisions contained in these RSU Grant Provisions shall be in addition to, and not in replacement of, the applicable terms of such Plan.

Termination or Change in Employment Status

Any other provision of the Plan notwithstanding:
•
If a Participant ceases employment at or after age 55 (at a time that the sum of his or her years of service and age total at least 60), or at or after age 62, or as a result of death or disability, prior to the Vesting/Stock Valuation Date specified by his or her RSU Grant Agreement, then he or she (or his or her estate or legal representative, as appropriate) shall be entitled to receive any cash payment or stock award (as appropriate), as soon as administratively practical after cessation of employment, calculated using the date of his or her cessation of employment as the Vesting/Stock Valuation Date, except that the amount of any such payment or award shall be reduced ratably in proportion to the portion of the Service Period during which the Participant was not an employee (measured in whole calendar months). If a Participant ceases employment with the Company for any of the reasons specified in this paragraph, after the designated Vesting/Stock Valuation Date (but before the cash payment or stock award is made), then his or her rights to his RSU Grant shall thereupon vest, and he or she shall be entitled to receive such cash payment or stock award at the time he or she would have otherwise received such payment or award.

20__ RSU Grant Provisions | Page 2


•

Any other provision of this document notwithstanding, if a Participant is terminated from employment by the Company for “cause” (as defined in the next sentence), such Participant shall forfeit all rights to any RSU Grant. “Cause” means the Participant engaging in actions that are injurious to the Company (monetarily or otherwise), or a Participant’s conviction for any criminal violation involving dishonesty or fraud or any crime which constitutes a felony.

A leave of absence, if approved by the Committee, shall not be deemed a termination or change of employment status for the purposes of the RSU Grant, but, unless the Committee otherwise directs, any cash payment or stock award related to the RSU Grant that a Participant would otherwise have received shall be reduced ratably in proportion to the portion of the Service Period during which the Participant was on such leave of absence.

Any consent, approval or direction that the Committee may give under this section in respect of an event or transaction may be given before or after the event or transaction.

Calculation of Cash Payments or Stock Awards

The calculations to determine any cash payment (or stock award) associated with an RSU Grant shall be performed by a designee of the Committee.

Treatment of Corporate Acquisitions and Divestments and Extraordinary Events

Consistent with the provisions of the Stock Incentive Plan, in the event acquisitions or divestments, or substantial changes in tax or other laws or in accounting principles or practices, or natural disasters or other extraordinary events, then the Committee may, but shall not be obligated to, amend any RSU Grant, in any manner the Committee deems appropriate, so that the Participants may earn a cash payment or stock award (as appropriate) consistent with the objectives of the RSU Grants, as determined by the Committee in its sole discretion.

In addition, for the avoidance of doubt, in the event of a “Change in Control” of the Company (within the meaning of the Plan), the provisions of Plan Section 15 (“Change in Control Provisions”) shall be applicable to this RSU Grant.
 


Dividends

In the event the Company issues a dividend or dividend equivalent to be paid in cash (or in stock) in respect of an unvested stock incentive, such dividends or dividend equivalents shall be retained by the Company and may be paid to a Participant subject to the same restrictions and vesting as are applicable to the underlying stock incentive.

Claw-Back Provisions

Consistent with the terms of section 13(i) of the Stock Incentive Plan, all RSU Grants (including any proceeds, gains or other economic benefit actually or constructively received by a Participant upon any receipt, vesting or exercise of any portion of any RSU Grant or upon the receipt or resale of any shares of Common Stock underlying any RSU Grant shall be subject to the provisions of any claw-back policy implemented by the Company, including, without limiting any claw-back policy adopted to comply with the requirements of applicable law, whether or not such claw-back policy was in place at the time of a RSU Grant (or any other RSU Grant Agreement), to the extent set forth in such claw-back policy and/or any other RSU Grant Agreement.

Code Section 409A

Notwithstanding any other provision of any RSU Grant Agreement or provision described under “RSU Grant Provisions,” RSU Grants shall be settled in a manner intended to comply with the provisions of Section 409A of the Internal Revenue Code (“Code”), which shall include (i) RSUs that become vested on the Vesting/Stock Valuation Date being settled not later than the last day of the calendar year of the applicable Vesting/Stock Valuation Date (as defined in the 20__ RSU Grant Agreement) and (ii) RSUs held by a “specified employee” (as defined under Code Section 409A) that become vested, and are to be settled upon a Participant’s “separation from service” (as defined in Code Section 409A), being settled on the first business day following the date that is six months after the effective date of such separation from service.


Administration and Amendment

The Committee has full and exclusive authority to administer the RSU Grant, and to interpret the provisions of each RSU Grant Agreement and

20__ RSU Grant Provisions | Page 3

these 20__ RSU Grant Provisions. Decisions of the Committee regarding the interpretation and administration of the RSU Grant shall be final and binding on all parties.

The 20__ RSU Grant Agreements and the 20__ RSU Grant Provisions may be amended by the Committee, provided that, no amendment or discontinuance of RSU Grants shall, without a Participant’s consent, adversely affect his or her rights in any cash payment or stock award related thereto.

General

Nothing in this document or in any instrument executed pursuant hereto shall confer upon a Participant any right to continue in the employ of the Company or a Subsidiary, or shall affect the right of the Company or a Subsidiary to terminate his or her employment with or without cause.

The Company or a Subsidiary may make such provisions as it may deem appropriate for the withholding or any taxes that the Company or a Subsidiary determines it is required to withhold in connection with any RSU Grant or any cash payment (or stock award) related thereto.

No RSU Grant, nor any cash payment or stock award related thereto, or other right thereunder, shall be subject in any manner to alienation, sale, transfer, assignment, pledge, encumbrance or charge, except by will or the laws of descent and distribution, or by the terms of a Participant’s Designation of Beneficiary, if any, on file with the Company.

Nothing in an RSU Grant is intended to be a substitute for, or shall preclude or limit the establishment or continuation of, any other plan, practice, or arrangement for the payment of compensation or benefits to employees generally, or to any class or group of employees, which the Company or a Subsidiary now has or may hereafter lawfully put into effect, including, without limitation, any retirement, pension, group insurance, annual bonus, stock purchase, stock bonus or stock option plan.

No cash amounts paid or stock awarded pursuant to any RSU Grant shall be included or counted as compensation for the purposes of any employee benefit plan of the Company or a Subsidiary where contributions to the plan, or the benefits received from the plan, are measured or determined in whole or in part, by the amount of the employee’s compensation.


The Chief Executive Officer of the Company may approve such technical changes and clarifications to the RSU Grants as necessary, provided that such changes or clarifications do
 
not vary substantially from the terms and conditions outlined herein.


Restrictive Covenants

1.    Noncompetition
(a)
For a period of __ months after (the Participant is no longer employed (for any reason whatsoever) by the Company, the Participant will not, without the prior written consent of an authorized officer of the Company, (a) directly or indirectly engage in or (b) assist or have any active interest in (whether as a proprietor, partner, stockholder, officer, director or any type of principal whatsoever; provided that ownership of not more than 2% of the outstanding stock of a corporation traded on a national securities exchange shall not of itself be viewed as assisting or having an active interest), or (c) enter the employment of or act as an agent, broker or distributor for or adviser or consultant to any person, firm, corporation or business entity that is (or is about to become) directly or indirectly engaged in the development, manufacture or sale of any product that competes with or is similar to any product manufactured, sold or under development by the Company at any time while the Participant was employed by the Company, in any area of the world in which such product is, at the time the Participant ceases to be employed, manufactured or sold by the Company; provided that this restriction shall apply only with respect to the products with whose development, manufacture, or sale the Participant was concerned or connected with in any way during the __-month period immediately prior to the Participant ceasing to be an employee of the Company.

(b) The Participant hereby acknowledges and confirms that the business of the Company extends throughout substantial areas of the world. During the course of the Participant’s employment with the Company, the Participant’s involvement with the business of the Company may vary as to products and geographic area. It is the Company’s practice to enforce this noncompetition covenant only to the extent necessary to protect

20__ RSU Grant Provisions | Page 4

the Company’s legitimate interests commensurate with the Participant’s involvement with the business of the Company during the Participant’s employment, and the Participant acknowledges and confirms that the Company may enforce this noncompetition covenant consistent with such practice.

2.    Nonsolicitation of Customers
The Participant agrees that during the __-month 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, solicit, contact, call upon, communicate with or attempt to communicate with any customer or prospect of the Company, or any representative of any customer or prospect of the Company, with a view to sell or provide any product, equipment, or service competitive or potentially competitive with any product, equipment, or service sold or provided or under development by Company during the __ months immediately preceding cessation of the Participant’s employment with the Company; provided that the restrictions set forth in this paragraph shall apply only to customers or prospects of the Company, or representatives of customers or prospects of the Company, with whom the Participant had contact during such __-month period. The actions prohibited by this section shall not be engaged in by the Participant directly or indirectly, whether as manager, salesman, agent, sales or service representative, engineer, technician or otherwise.


3.     Nonsolicitation of Employees
The Participant agrees that during the __-month 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.    Participant Acknowledgement
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.

20__ RSU Grant Provisions | Page 5


A2Q18EXHIBIT104IMAGE1.GIF

20__ Nonstatutory Stock Option (NSO) Agreement

Granted to:        ________________________
Date of Grant:        ____________ ______, 20__
Expiration Date:        ____________ ______, 20__


In accordance with the W. R. Grace & Co. 2018 Stock Incentive Plan (the “Plan”) and the 20__ Nonstatutory Stock Option (NSO) Grant Provisions (the “NSO Grant Provisions”), copies of which are attached, you have been granted an Option to purchase ___________________________ shares of Common Stock, as defined in the Plan (a "Stock Option"), upon the following terms and conditions:

The purchase price is $____________________.

Subject to the other provisions hereof, this Stock Option shall become exercisable as follows:
•
______________________ shares on ______________________________
•
______________________ shares on ______________________________
•
______________________ shares on ______________________________

Once exercisable, an installment may be exercised at any time, in whole or in part, until the expiration or termination of this Stock Option.

This Stock Option may be exercised only by accessing your account at www.etrade.com/stockplans. E*Trade Financial can also be reached by phone at (800) 838-0908 or at (650) 599-0125 if calling from outside the United States and Canada. E*Trade Financial will coordinate the exercise with the Company. The purchase price shall be paid in cash or, with the permission of the Company (which may be subject to certain conditions), in shares of Common Stock or in a combination of cash and such shares (see section 6(a) of the Plan).

With respect to this Stock Option, if you are an executive officer or any other employee of the Company who is subject to stock ownership guidelines (“Company Officers”), then you may elect “Net Settlement” (as defined in the next sentence) upon the exercise of any portion of this Option (which is otherwise vested and exercisable). “Net Settlement” means the satisfaction (at the election of the employee) of the exercise price and tax withholding due in respect to the exercise of any portion of this Option, by delivering shares of the Company’s common stock to the Company, which would otherwise be delivered to the employee upon such exercise.

This Stock Option is granted subject to the Plan and the NSO Grant Provisions and shall be construed in conformity therewith. The Plan and the NSO Grant Provisions are hereby incorporated by reference herein.

Also, the grant, vesting, and exercise of this Stock Option shall be subject to your compliance with the “Restrictive Covenants” within the 20__ NSO Grant Provisions, which are incorporated by reference herein.

Please read, and agree to, and acknowledge this Nonstatutory Stock Option Agreement through E-Trade.


W. R. Grace & Co.

By:    ______________________________

______________________________


This document constitutes part of a prospectus covering securities that have been registered under the Securities Act of 1933



A2Q18EXHIBIT104IMAGE1.GIF

20__ Nonstatutory Stock Option (NSO) Grant Provisions

Definitions

“Board of Directors”: The Board of Directors of the Company.

“Committee”: The Compensation Committee of the Board of Directors.

“Company”: W. R. Grace & Co., a Delaware corporation and/or, if applicable in the context, one or more of its Subsidiaries.

“Key Person”: Either (i) an employee of the Company or a Subsidiary who, in the opinion of the Committee, has contributed or can contribute significantly to the growth and successful operations of the Company or one or more Subsidiaries, as determined by the Committee, or (ii) a Director or the Company’s Board of Directors. The award of a Stock Option grant to an employee shall be deemed a determination by the Committee that such person is a Key Person.

“Participant”: A Key Person who is a recipient of a Stock Option grant.

“Stock Incentive Plan” (or “Plan”): The W. R. Grace & Co. 2018 Stock Incentive Plan.

“Stock Option”: A “nonstatutory stock option” granted to a Participant under the Plan, as specified by a “20__ Nonstatutory Stock Option (NSO) Agreement.” A Stock Option shall not be treated as an “Incentive Stock Option” (as such term is defined in the Plan).

“Subsidiary”: A corporation, partnership, limited liability company or other form of business association of which shares of common stock or other ownership interests (i) having more than 50% of the voting power regularly entitled to vote for directors (or equivalent management rights) or (ii) regularly entitled to receive more than 50% of the dividends (or their equivalents) paid on the common stock (or other ownership interests), are owned, directly or indirectly, by the Company.
 

Stock Option Grant

Each Stock Option grant to a Participant is made pursuant to a Nonstatutory Stock Option (NSO) Agreement that specifies the number of stock options granted to the Participant, and such other terms and conditions as the Committee shall approve.

For the avoidance of doubt, a Stock Option shall be granted under the Stock Incentive Plan, and the terms of the provisions under these “20__ Nonstatutory Stock Option (NSO) Grant Provisions,” shall be interpreted in a manner that is consistent with the terms of the Stock Incentive Plan such that the provisions contained in these Provisions shall be in addition to, and not in replacement of, the applicable terms of such Plan, except where explicitly specified otherwise herein.

Termination or Change in Employment Status

A Stock Option shall be exercisable during the lifetime of a Participant, only by the Participant. If the Participant ceases to serve the Company or a Subsidiary, a Stock Option shall terminate as provided in the Plan, subject, however, to the following.

Any other provision of the Plan notwithstanding:
•
In the event of a voluntary cessation of the Participant’s service without the consent of the Committee, any portion of the Stock Option that is vested as of the date of such cessation of service shall terminate as of the 45th day following the date of such cessation of service.
•

If the Participant retires or otherwise ceases employment, and, as of the Participant’s cessation of employment, the Participant has attained the age of 55 but not age 62 (and the sum of the Participant’s age and years of service equals or exceeds 60), then a pro-rated portion of the Stock Option grant (pro-rated as specified in the next sentence) shall vest and become exercisable as of the date of the Participant’s cessation of employment, provided that such portion shall terminate (and no longer be exercisable) the sooner of (1) the date such portion would expire in the normal course or (2) three years after the date of the Participant’s cessation of employment. Such pro-rated portion shall equal the total number of shares underlying the Stock Option grant multiplied by a

20__ Nonstatutory Stock Option (NSO) Grant Provisions | Page 2

fraction, the numerator of which is the number of whole calendar months elapsed since the date of grant and the denominator of which is the number of whole months in the vesting period.
•
If the Participant retires or otherwise ceases employment prior to the date on which the first installment of the Stock Option grant becomes exercisable and, as of the Participant’s cessation of employment, the Participant has attained age 62, a pro-rated portion of the Stock Option grant (pro-rated as specified in the next sentence) shall vest and become exercisable as of the date of the Participant’s cessation of employment, provided that such portion shall terminate (and no longer be exercisable) the sooner of (1) the date such portion would expire in the normal course or (2) three years after the date of the Participant’s cessation of employment. Such pro-rated portion shall equal the total number of shares underlying the Stock Option grant multiplied by a fraction, the numerator of which is the number of whole calendar months elapsed since the date of grant and the denominator of which is the number of whole calendar months in the vesting period.
•
If the Participant either (1) retires or otherwise ceases employment on or following the date on which the first installment of the Stock Option grant becomes exercisable, and as of the Participant’s cessation of employment, the Participant has attained age 62, or (2) dies or become incapacitated, then the Stock Option grant shall continue to vest and be exercisable in the normal course, provided that the Stock Option grant shall terminate (and no longer be exercisable) three years after the Participant ceases employment.
•

Any portion of the Stock Option grant that does not become exercisable in accordance with the preceding information shall terminate as of the date the Participant ceases employment.
•
Any other provision of this document notwithstanding, if a Participant is terminated from employment by the Company for “cause” (as defined in the next sentence), such Participant shall forfeit all rights to any Stock Option grant. “Cause” means the Participant engaging in actions that are injurious to the Company (monetarily or otherwise), or a Participant’s conviction for any criminal violation involving dishonesty or fraud or any crime which constitutes a felony.

In the event the Participant should become incapacitated or dies and neither the Participant
 
nor the Participant’s legal representative(s) or other person(s) is entitled to exercise the Stock Option grant to the fullest extent possible on or before its termination, then the Company shall pay the Participant, the Participant’s 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 the Stock Option grant on the last date it could have been exercised, less the aggregate purchase price of such shares.

A leave of absence, if approved by the Committee, shall not be deemed a termination or change of employment status for the purposes of the Stock Option grant, but, unless the Committee otherwise directs, any cash payment or stock award related to the Stock Option grant that a Participant would otherwise have received shall be reduced ratably in proportion to the portion of the Service Period during which the Participant was on such leave of absence.
Any consent, approval or direction that the Committee may give under this section in respect of an event or transaction may be given before or after the event or transaction.

Treatment of Corporate Acquisitions and Divestments and Extraordinary Events

Consistent with the provisions of the Stock Incentive Plan, in the event acquisitions or divestments, or substantial changes in tax or other laws or in accounting principles or practices, or natural disasters or other extraordinary events, then the Committee may, but shall not be obligated to, amend any Stock Option grant, in any manner the Committee deems appropriate, so that the Participants may earn a cash payment or stock award (as appropriate) consistent with the objectives of the Stock Option grants, as determined by the Committee in its sole discretion.

In addition, for the avoidance of doubt, in the event of a “Change in Control” of the Company (within the meaning of the Plan), the provisions of Plan Section 15 (“Change in Control Provisions”) shall be applicable to the Stock Option grant.

Claw-Back Provisions

Consistent with the terms of section 13(i) of the Stock Incentive Plan, all Stock Option grants (including any proceeds, gains or other economic benefit actually or constructively received by a Participant upon any receipt, vesting or exercise of any portion of any Stock Option (or of any other “Stock Incentive” as defined by the Plan) or upon the receipt or resale of any shares of Common Stock underlying any Stock Option (or such Stock Incentive) shall be subject to the provisions of any claw-back policy implemented by the Company, including, without limiting any claw-back policy adopted to comply with the requirements of

20__ Nonstatutory Stock Option (NSO) Grant Provisions | Page 3

applicable law, whether or not such claw-back policy was in place at the time of a Stock Option grant (or grant of other such Stock Incentive), to the extent set forth in such claw-back policy and/or any other Nonstatutory Stock Option (NSO) Agreement or any other “Stock Incentive Agreement” (as defined by the Plan).

Code Section 409A

Notwithstanding any other provision of any Stock Option grant agreement or provision described under these “20__ Nonstatutory Stock Option (NSO) Grant Provisions,” Stock Option grants shall be settled in a manner intended to comply with the provisions of Section 409A of the Internal Revenue Code.

Administration and Amendment

The Committee has full and exclusive authority to administer a Stock Option grant, and to interpret the provisions of each 20__ Nonstatutory Stock Option (NSO) Agreement and these 20__ Nonstatutory Stock Option (NSO) Grant Provisions. Decisions of the Committee regarding the interpretation and administration of Stock Option grants shall be final and binding on all parties.

The 20__ Nonstatutory Stock Option (NSO) Agreement and the 20__ Nonstatutory Stock Option (NSO) Grant Provisions may be amended by the Committee, provided that, no amendment or discontinuance of Stock Options shall, without a Participant’s consent, adversely affect his or her rights in any cash payment or stock award related thereto.


General

Nothing in this document or in any instrument executed pursuant hereto shall confer upon a Participant any right to continue in the employ of the Company or a Subsidiary, or shall affect the right of the Company or a Subsidiary to terminate his or her employment with or without cause.

The Company or a Subsidiary may make such provisions as it may deem appropriate for the withholding of any taxes that the Company or a Subsidiary determines it is required to withhold in connection with any Stock Option grant or any cash payment (or stock award) related thereto.

No Stock Option, nor any cash payment or stock award related thereto, or other right thereunder, shall be subject in any manner to alienation, sale, transfer, assignment, pledge, encumbrance or charge, except by will or the laws of descent and distribution, or by the terms of a Participant’s
 
Designation of Beneficiary, if any, on file with the Company.

Nothing in a Stock Option grant is intended to be a substitute for, or shall preclude or limit the establishment or continuation of, any other plan, practice, or arrangement for the payment of compensation or benefits to employees generally, or to any class or group of employees, which the Company or a Subsidiary now has or may hereafter lawfully put into effect, including, without limitation, any retirement, pension, group insurance, annual bonus, stock purchase, stock bonus or stock option plan.

No cash amounts paid or stock awarded pursuant to any Stock Option grant shall be included or counted as compensation for the purposes of any employee benefit plan of the Company or a Subsidiary where contributions to the plan, or the benefits received from the plan, are measured or determined in whole or in part, by the amount of the employee’s compensation.

If the Participant is or becomes an employee of a Subsidiary, the Company's obligations hereunder shall be contingent on the Subsidiary's agreement that (a) the Company may administer this Plan on its behalf and, (b) upon the exercise of this Stock Option, the Subsidiary will purchase from the Company the shares subject to exercise at their Fair Market Value on the date of exercise, such shares to be then transferred by the Subsidiary to the Participant upon the Participant’s payment of the purchase price to the Subsidiary. The provisions of this paragraph and the obligations of the Subsidiary so undertaken may be waived by the Company, in whole or in part, at any time or from time to time.


The Chief Executive Officer of the Company may approve such technical changes and clarifications to Stock Option grants as necessary, provided that such changes or clarifications do not vary substantially from the terms and conditions outlined herein.


Restrictive Covenants

1.    Noncompetition
(a)
For a period of __ months after a Participant is no longer employed (for any reason whatsoever) by the Company, the Participant will not, without the prior written consent of an authorized officer of

20__ Nonstatutory Stock Option (NSO) Grant Provisions | Page 4

the Company, (a) directly or indirectly engage in or (b) assist or have any active interest in (whether as a proprietor, partner, stockholder, officer, director or any type of principal whatsoever; provided that ownership of not more than 2% of the outstanding stock of a corporation traded on a national securities exchange shall not of itself be viewed as assisting or having an active interest), or (c) enter the employment of or act as an agent, broker or distributor for or adviser or consultant to any person, firm, corporation or business entity that is (or is about to become) directly or indirectly engaged in the development, manufacture or sale of any product that competes with or is similar to any product manufactured, sold or under development by the Company at any time while the Participant is employed by the Company, in any area of the world in which such product is, at the time the Participant ceases to be employed, manufactured or sold by the Company; provided that this restriction shall apply only with respect to the products with whose development, manufacture, or sale the Participant was concerned or connected with in any way during the __-month period immediately prior to the Participant’s ceasing to be an employee of the Company.

(b)
The Participant hereby acknowledges and confirms that the business of the Company extends throughout substantial areas of the world. During the course of the Participant’s employment with the Company, the Participant’s involvement with the business of the Company may vary as to products and geographic area. It is the Company’s practice to enforce this noncompetition covenant only to the extent necessary to protect the Company’s legitimate interests commensurate with the Participant’s involvement with the business of the Company during the Participant’s employment, and the Participant acknowledges and confirms that the Company may enforce this noncompetition covenant consistent with such practice.

2.    Nonsolicitation of Customers
The Participant agrees that during the __-month 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, solicit, contact, call upon, communicate with or attempt to communicate with any customer or prospect of the Company, or any representative of any customer or prospect of the Company, with a view to sell or provide any product, equipment, or service competitive or potentially competitive with any product, equipment, or service sold or provided or under development by Company during the __ months immediately preceding cessation of the Participant’s employment with the Company; provided that the restrictions set forth in this paragraph shall apply only to customers or prospects of the Company, or representatives of customers or prospects of the Company, with whom the Participant had contact during such __-month period. The actions prohibited by this covenant shall not be engaged in by the Participant directly or indirectly, whether as manager, salesman, agent, sales or service representative, engineer, technician or otherwise.


3.     Nonsolicitation of Employees
The Participant agrees that during the __-month period immediately following cessation of the Participant’s employment with the Company for any reason whatsoever, the Participant shall not, on the Participant’s 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.    Participant Acknowledgement
The Participant acknowledges that were the Participant to breach the provisions of any of

20__ Nonstatutory Stock Option (NSO) Grant Provisions | Page 5

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.


20__ Nonstatutory Stock Option (NSO) Grant Provisions | Page 6

EXHIBIT 10.5

SEPARATION AGREEMENT AND GENERAL RELEASE


This Separation Agreement and General Release (hereafter, the “Agreement”) is made and entered into this 31 st day of May, 2018 (hereafter referred to as the “Effective Date”), by W. R. GRACE & CO.-Conn., its parent (W. R. GRACE & CO.), and their subsidiaries and affiliates, and each of their representatives, officers, directors, shareholders, managers, supervisors, employees, agents, heirs, assigns and successors (hereafter referred to collectively as “GRACE”) and Thomas E. Blaser and all of his agents, heirs, assigns and successors (hereafter referred to collectively as “EMPLOYEE”).
On the occasion of EMPLOYEE’s separation from employment with GRACE (by mutual agreement), the parties to this Agreement desire to settle fully and finally all matters and potential differences between them arising out of the EMPLOYEE’s employment with GRACE, and the cessation of that employment. Therefore, in order to achieve this result, GRACE and EMPLOYEE agree to the following:
1. EMPLOYEE’s last date of employment with GRACE shall be May 31, 2018. Prior to that date, EMPLOYEE will be available to GRACE officials for advice and consultation, over the phone and, if requested, occasional meetings (as mutually convenient to EMPLOYEE and GRACE).
2. In consideration of the promises made by EMPLOYEE, subject to the paragraphs below:
(i) GRACE will pay EMPLOYEE severance pay, equal to $765,000 (i.e., one times EMPLOYEE’s annual base salary plus an amount equal to one-times EMPLOYEE’s targeted annual incentive compensation program bonus (“AICP”) for 2018), less any outstanding advances, paid in the form of a single lump-sum payment within 60 days after EMPLOYEE’s last date of employment, as specified under the Severance Plan for Leadership Team Officers of
W. R. Grace & Co. (the “Plan”);

1


(ii) EMPLOYEE will remain eligible to be considered for a pro-rated AICP bonus for 2018, as specified under the Plan. The pro-rated amount would reflect the portion of the 2018 calendar year that EMPLOYEE is employed by GRACE (i.e., 5 months/12 months). The amount of EMPLOYEE’s pro-rated bonus will depend on the extent that the applicable business performance goals are met (and will be subject to any applicable Grace Board approvals); and also on EMPLOYEE’s individual performance while still employed by GRACE, as determined by GRACE. Any pro-rated bonus to which EMPLOYEE becomes entitled will be paid at the same time as such bonuses are paid to actively working eligible employees in March 2019;
(iii) GRACE will, on May 31, 2018, vest each of the “restricted stock units” (“RSUs”) previously awarded to EMPLOYEE as part of his hire (sign-on) grant (a total of 7,656 RSUs), and those RSUs will be settled and paid to EMPLOYEE in the form of one share of GRACE common stock for each vested RSU, as soon as practical after that date;
(iv) GRACE will provide that the stock options previously awarded to EMPLOYEE as part of his hire (sign-on) grant (covering a total 7,273 shares of GRACE common stock with a “strike price” of $65.31 per share) will continue to vest and be exercisable in the normal course until May 31, 2020 (and any portion of that option that remains unexercised as of the day after that date (whether or not vested) shall be forfeited and EMPLOYEE shall receive no stock or cash related to that unexercised portion);
(v) GRACE will provide that (1) the stock options previously awarded to EMPLOYEE on February 11, 2016 that were vested prior to May 31, 2018 (covering a total of 14,546 shares of Grace with a “strike price” of $65.31), (2) the stock options previously awarded to EMPLOYEE on February 25, 2016 that were vested prior to May 31, 2018 (covering 10,406 shares of Grace common stock with a “strike price” of $68.47), and (3) the stock options previously awarded to EMPLOYEE in February 2017 that were vested prior to May 31, 2018 (covering a total of 4,814 shares of Grace common stock with a “strike price” of $71.41); will continue to be exercisable in the normal course until May 31, 2020 (and any portion of those options that remain unexercised

2


as of the day after that date shall be forfeited and EMPLOYEE shall receive no stock or cash related to those unexercised options).
(vi) EMPLOYEE shall retain a portion of the “Performance Based Units” (“PBUs”) for the 2016 to 2018 performance period (which were originally granted to him in February 2016), calculated by pro-rating the total number of PBUs granted to EMPLOYEE for that performance period, based on the number of months from the beginning of the performance period though the effective date of your cessation of employment with GRACE – that is, EMPLOYEE shall retain 4,412 PBUs for that performance period (i.e., a pro-ration of 5,477 (total PBUs granted) x 29/36); which shall be settled in GRACE stock in early 2019, at the same time and in the same manner as applicable to the PBUs for that performance period held by active GRACE employees;
(vii) EMPLOYEE shall be entitled to continue coverage for himself and his family under GRACE’s medical, dental and vision plans, under the same terms as applicable to GRACE’s active employees at its Columbia Maryland Headquarters (provided EMPLOYEE pays all required premiums on a timely basis and complies with all other requirements to maintain coverage applicable to such employees), subject to the provisions of the next sentence, for a period of up to 24 months commencing immediately after his last date of employment, but only to the extent EMPLOYEE (and his family) were under such coverages as of his last date of employment, as provided under the Plan. EMPLOYEE (a) shall pay the full active employee share of the required monthly premiums and (b) shall also pay the full GRACE (i.e., employer) share of the required monthly premiums (the “Remaining Portion”), through monthly payments made directly to a designee of GRACE, for each month that EMPLOYEE wishes to continue such coverages. In addition, EMPLOYEE shall be paid a cash amount equal to $38,885.52, which shall be paid in a lump sum within 60 days of his last date of employment (and shall be subject to normal income and other tax withholding). Finally, for the avoidance of doubt, the 24-month period specified above shall not count against the maximum period during which

3


EMPLOYEE may continue such coverage under the applicable “COBRA” continuation provisions (which means that EMPLOYEE shall have the right to elect to continue such coverage for up to such maximum period, consistent with those provisions, beginning after such 24-month period); and
(viii) GRACE will provide EMPLOYEE with outplacement services thru Right Management (Right Choice 12).
Notwithstanding the forgoing, no payment or other benefit described in this paragraph 2 (collectively, a “payment”) shall be made to EMPLOYEE at a time that such payment would fail to comply with Internal Revenue Code section 409A, in the reasonable judgement of GRACE; and any such payment not made as a result of the provisions of this sentence shall be made to EMPLOYEE as soon as possible after such payment is deemed by GRACE to not violate that Code section.
3. Except as specified in paragraph 2 above, EMPLOYEE agrees and understands that: (i) all other PBUs, RSUs and options for GRACE stock previously awarded to EMPLOYEE shall be forfeited as of his last day of employment (i.e., May 31, 2018), and he shall receive no stock or payment related thereto; and (ii) EMPLOYEE shall not be eligible for any other AICP bonus or incentive compensation opportunity.

4


1.      In consideration of the promises of GRACE, the EMPLOYEE (on his own behalf and on the behalf of his agents, heirs, personal representatives, and assigns) hereby releases and forever discharges GRACE from any and all claims, actions, demands and causes of action in law or in equity which EMPLOYEE may have had or may now have, which are based on or are in any way related to his employment with GRACE or the termination of that employment; the EMPLOYEE’s release of claims and actions includes, but is not limited to, actions arising under the Age Discrimination in Employment Act, Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act, the Fair Labor Standards Act, the Employee Retirement Income Security Act, the Consolidated Omnibus Budget Reconciliation Act, Article 49B of the Maryland Code; the Worker Adjustment and Retraining Notification (“WARN”) Act; and any and all other similar federal, state and local laws, statutes or constitutions; and any and all actions EMPLOYEE may have had or may now have in tort, contract, or under statutory, or the common law.

4. EMPLOYEE further promises and agrees not to file, cause to be filed, or join in the filing in any federal, state or local court, any grievance, claim or action, as an individual or as a member of a class, relating to his employment or the termination of his employment with GRACE, and he waives any right to legal or equitable relief which might be claimed on his behalf by any class representative or government agency with respect to his employment with GRACE. Notwithstanding any other provision of this Agreement, or any provision of any other agreement between EMPLOYEE and GRACE, including (but not limited to) the confidentiality provisions of this Agreement or any such other agreement: (a) EMPLOYEE shall not be prohibited or restricted from initiating an action against GRACE under the Older Workers Benefit Protection Act (“OWBPA”) challenging the release of his claims or his covenant not to file a claim or lawsuit under the ADEA or the right to file a charge with the Equal Employment Opportunity Commission or take part in any agency investigation (provided that, EMPLOYEE agrees, to the maximum extent permitted by law, that EMPLOYEE shall not obtain, and hereby waives any right or entitlement to obtain, any

5


financial relief or damages from such charge or claim filed with the EEOC or other agency); and (b) EMPLOYEE shall not be prohibited or restricted from reporting possible violations of securities law to a U.S. governmental agency or entity (nor from recovering a whistleblower award from such agency or entity), and EMPLOYEE shall not be required to inform GRACE if EMPLOYEE makes such a report.

5. During EMPLOYEE’s employment with GRACE, EMPLOYEE had access to confidential and proprietary information and trade secrets, including but not limited to information about GRACE’s employees, customers, business methods, programs, procedures, systems, and strategies (collectively referred to as “Confidential Information”), which information GRACE considers to be among its most valuable assets. As part of this Agreement, EMPLOYEE agrees not to disclose this Confidential Information to any person or entity, unless EMPLOYEE first obtains written authorization of an officer of GRACE. EMPLOYEE also agrees not to use, or allow any other person or entity to use this Confidential Information, without first obtaining written authorization of an officer of GRACE. EMPLOYEE understands and agrees that EMPLOYEE’s obligations described in this paragraph will remain in effect even after the expiration of the period that EMPLOYEE receives severance pay.
6. (i) EMPLOYEE agrees not to make any remarks, whether written or oral, including through electronic transmission such as e-mail or Internet, that may negatively reflect upon GRACE, its officers, directors, employees, customers or business, or otherwise take any action that could reasonably be anticipated to cause damage to the reputation, goodwill or business of GRACE or any of its officers, directors, or employees.
(ii) GRACE agrees that no member of its Board of Directors nor any of its Leadership Team officers shall make any remarks, whether written or oral, including through electronic transmission, such as e-mail or Internet, that may negatively reflect upon EMPLOYEE, or otherwise

6


take any action that could reasonably be anticipated to cause damage to the reputation of EMPLOYEE.
(iii) EMPLOYEE and GRACE understand and agree that the obligations specified in this paragraph will remain in effect even after the expiration of the period that EMPLOYEE receives severance pay or benefits under paragraph 2.
7. EMPLOYEE and GRACE agree not to disclose the terms of this Agreement or the fact of its execution to any person, except to the extent required by applicable law. This confidentiality provision does not apply to EMPLOYEE’s immediate family, attorney or tax advisor, so long as these excepted individuals are notified of this provision and agree to not further disclose the terms of the Agreement in accordance with the terms of this provision.
8. EMPLOYEE agrees that neither this Agreement nor the negotiations in pursuance thereof shall be construed or interpreted to render EMPLOYEE a prevailing party for any reason, including but not limited to an award of attorney’s fees, expenses or costs under any statute or otherwise.
9. EMPLOYEE acknowledges that GRACE has made no representations regarding the tax consequences of this Agreement. EMPLOYEE understands that GRACE will deduct from the payments referenced in Paragraph 2 applicable federal and state income tax withholding and all other lawful deductions including, but not limited to, ordinary employment taxes (as well as employee-paid premiums for benefits), and will report the payments referenced in Paragraph 2 to the Internal Revenue Service on Form W-2.
10. In the event that any party to this Agreement is forced to institute legal proceedings for breach of the terms of this Agreement, it is agreed that any trial shall be without a jury, venue shall be in Maryland, this Agreement shall be interpreted in accordance with the laws of the State of Maryland, and the prevailing party in any action shall be entitled to its costs, including reasonable attorney’s fees.

7


11. EMPLOYEE is hereby advised to consult with an attorney of his own choice prior to and in connection with the execution of this Agreement and EMPLOYEE acknowledges that he has been advised to consult with an attorney of his own choice prior to and in connection with the execution of this Agreement.
12. EMPLOYEE certifies that this Agreement constitutes a knowing and voluntary waiver of any and all rights or claims that exist or that he has or may claim to have under the Age Discrimination in Employment Act (“ADEA"), as amended by the Older Workers Benefit Protection Act of 1990. This release does not govern any rights or claims that might arise under the ADEA after the date this Agreement is signed by the EMPLOYEE. EMPLOYEE acknowledges that the consideration provided pursuant to this Agreement is in addition to any consideration that he would otherwise be entitled to receive. EMPLOYEE agrees that he has been informed that he has the right to consider this Agreement for a period of at least twenty-one (21) days prior to entering into this Agreement. EMPLOYEE also understands that he has the right to revoke this Agreement for a period of seven (7) days following its execution by providing written notice of revocation to: Kerrie Wolfe, Global HR Director, W. R. Grace & Co. 7500 Grace Drive, Columbia, MD 21044. Should EMPLOYEE revoke this Agreement, EMPLOYEE understands that he shall not be entitled to any of the benefits specified under Paragraph 2 above.
13. This Agreement shall not be construed as, or deemed to be, evidence of an admission of any liability whatsoever on the part of GRACE or any of its officers, directors, employees or agents.
14. No statements, promises or understandings of any party may alter the plain meaning of the terms of this Agreement.
15. The Parties agree that, to the extent that any provision of this Agreement is determined to be in violation of the OWBPA, it should be severed from the Agreement or modified to comply with the OWBPA, without affecting the validity or enforceability of any of the other terms or provisions of the Agreement.

8


16. Except as provided in the second sentence of this paragraph, this Agreement sets forth the entire Agreement and understanding of EMPLOYEE and GRACE concerning the subject matter of this Agreement, and supersedes all prior discussions, agreements, arrangements and understandings concerning such subject matter. Notwithstanding any other provision of this Agreement to the contrary, this Agreement does not supersede, but is in addition to, any confidentiality agreement or understanding between EMPLOYEE and GRACE. The rights and remedies of GRACE under this Agreement are independent of, and separate and distinct from its rights and remedies under any such other agreement or understanding, and no default or termination under any such other agreement or understanding shall in any way affect the obligations of EMPLOYEE or the rights and remedies of GRACE under this Agreement. Intending to be legally bound, the parties execute this Separation Agreement and General Release by their signatures below.
17. Further Covenants of Employee :
(i) Noncompetition
(a) For a period of twenty-four (24) months after EMPLOYEE is no longer employed (for any reason whatsoever) by GRACE, EMPLOYEE will not, without the prior written consent of an authorized officer of GRACE, (i) directly or indirectly engage in or (ii) assist or have any active interest in (whether as a proprietor, partner, stockholder, officer, director or any type of principal whatsoever (provided that ownership of not more than two (2) percent of the outstanding stock of a corporation traded on a national securities exchange shall not of itself be viewed as assisting or having an active interest) or (iii) enter the employment of or act as an agent, broker or distributor for or adviser or consultant to any person, firm, corporation or business entity that is (or is about to become) directly or indirectly engaged in the development, manufacture or sale of any product that competes with or is similar to any product manufactured, sold or under development by GRACE at any time while EMPLOYEE was employed by GRACE, in any area of the world in which such product is, at the time EMPLOYEE ceases to be employed, manufactured or sold by GRACE,

9


provided that this restriction shall apply only with respect to the products with whose development, manufacture, or sale EMPLOYEE was concerned or connected in any way during the twenty-four (24) month period immediately prior to EMPLOYEE’s ceasing to be an employee of GRACE.
(b) EMPLOYEE hereby acknowledges and confirms that the business of GRACE extends throughout substantial areas of the world. During the course of EMPLOYEE’s employment with GRACE, EMPLOYEE’s involvement with the business of GRACE may vary as to products and geographic area. It is GRACE’s practice to enforce this noncompetition covenant only to the extent necessary to protect GRACE’s legitimate interests commensurate with EMPLOYEE’s involvement with the business of GRACE during EMPLOYEE’s employment, and EMPOYEE acknowledges and confirms that GRACE may enforce this noncompetition covenant consistent with such practice.
(ii)    Nonsolicitation of Customers
EMPLOYEE agrees that during the twenty-four (24) month period immediately following cessation of EMPLOYEE’s employment with GRACE for any reason whatsoever, EMPLOYEE shall not, on EMPLOYEE’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 GRACE, solicit, contact, call upon, communicate with or attempt to communicate with any customer or prospect of GRACE, or any representative of any customer or prospect of GRACE, with a view to sell or provide any product, equipment, or service competitive or potentially competitive with any product, equipment, or service sold or provided or under development by GRACE during the twenty-four (24) months immediately preceding cessation of EMPLOYEE’s employment with GRACE; provided that the restrictions set forth in this paragraph shall apply only to customers or prospects of GRACE, or representative of customers or prospects of GRACE, with whom EMPLOYEE had contact during such 24-month period. The actions prohibited by this section shall not be engaged in by the EMPLOYEE directly or indirectly, whether as manager, salesman, agent, sales or service representative, engineer, technician or otherwise.

10


(iii)    Nonsolicitation of Employees
EMPLOYEE agrees that during the twenty-four (24) month period immediately following cessation of EMPLOYEE’s employment with GRACE for any reason whatsoever, EMPLOYEE shall not, on EMPLOYEE’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 GRACE, recruit, solicit, or induce, or attempt to recruit, solicit, or induce, any employee of GRACE (with whom EMPLOYEE had contact or supervised during the term of EMPLOYEE’s employment with GRACE) to terminate their employment relationship with GRACE or to perform services for any other person, firm, corporation or business organization or entity.
(iv)    Breaches
EMPLOYEE acknowledges that were EMPLOYEE to breach the provisions of any of these covenants of this paragraph 18, the injury to GRACE would be substantial, irreparable, and impossible to measure and compensate in money damages alone. EMPLOYEE therefore agrees that, in addition to provable damages, GRACE may seek, and agrees that a court of competent jurisdiction should grant, preliminary and permanent injunctive relief prohibiting any conduct by EMPLOYEE that violates any of these covenants.
Agreed:

/s/ Thomas E. Blaser
EMPLOYEE

6/1/18
Date

W. R. GRACE & CO.-CONN.

By: /s/ Kerrie L. Wolfe

6/4/18
Date

11

Exhibit 15





August 8, 2018


Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549

Commissioners:

We are aware that our report dated August 8, 2018 on our review of interim financial information of W. R. Grace & Co., which appears in this Quarterly Report on Form 10-Q, is incorporated by reference in its Registration Statements on Form S-8 dated May 12, 2000, April 28, 2011, May 2, 2013, February 27, 2014, February 23, 2017 and May 9, 2018.


Very truly yours,



/s/ PricewaterhouseCoopers LLP
Baltimore, Maryland



EXHIBIT 31(i).1

CERTIFICATION OF PERIODIC REPORT UNDER SECTION 302 OF
THE SARBANES-OXLEY ACT OF 2002

I, A. E. Festa, certify that:

1.
I have reviewed this quarterly report on Form 10-Q of W. R. Grace & Co.;

2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)
evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)
disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a)
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b)
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: August 8, 2018

 
 
/s/ A. E. FESTA
 
 
A. E. Festa
Chairman and Chief Executive Officer
(Principal Executive Officer)


Exhibit 31(i).2

CERTIFICATION OF PERIODIC REPORT UNDER SECTION 302 OF
THE SARBANES-OXLEY ACT OF 2002

I, Hudson La Force, certify that:

1.
I have reviewed this quarterly report on Form 10-Q of W. R. Grace & Co.;

2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)
evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)
disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a)
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b)
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: August 8, 2018

 
 
/s/ HUDSON LA FORCE
 
 
Hudson La Force
President and Chief Operating Officer
(Acting Principal Financial Officer)



Exhibit 32

CERTIFICATION UNDER SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

        Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350), the undersigned certifies that (1) this Quarterly Report of W. R. Grace & Co. (the "Company") on Form 10-Q for the period ended June 30, 2018 , as filed with the Securities and Exchange Commission on the date hereof (this "Report"), fully complies with the requirements of Sections 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, and (2) the information contained in this Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ A. E. FESTA
 
 
A. E. Festa
Chairman and Chief Executive Officer
(Principal Executive Officer)
 
 
 
 
 
/s/ HUDSON LA FORCE
 
 
Hudson La Force
President and Chief Operating Officer
(Acting Principal Financial Officer)
 
 
Date: August 8, 2018

        A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.






EXHIBIT 95

MINE SAFETY DISCLOSURES

The following table provides information about citations, orders and notices issued from the Mine Safety and Health Administration (the "MSHA") under the Federal Mine Safety and Health Act of 1977 (the "Mine Act") during the most recent fiscal quarter.
Mine
 
§104 S&S*
Citations
(#)
 
§104(b) Orders
(#)
 
§104(d) Citations and Orders
(#)
 
§110(b)(2) Violations
(#)
 
§107(a) Orders
(#)
 
Total Dollar Value of MSHA Assessments Proposed
($)
 
Total Number of Mining-Related Fatalities
(#)
 
Received Written Notice of Pattern of S&S* Violations under §104(e)
(yes/no)
 
Received Notice of Potential to have Pattern of S&S* Violations under §104(e)
(yes/no)
Clay Mine
Aiken, SC
 
—
 
—
 
—
 
—
 
—
 
354
 
—
 
No
 
No
____________________________________________________________________________________________________
*
S&S refers to violations of mandatory health or safety standards that could significantly and substantially contribute to the cause and effect of a coal or other mine safety or health hazard under §104 of the Mine Act.
The following tables provide information about legal actions before the Federal Mine Safety and Health Review Commission (the "FMSHRC") during the most recent fiscal quarter.
Mine
 
Pending as of the end of most recent fiscal quarter
(#)
 
Instituted during most recent fiscal quarter
(#)
 
Resolved during most recent fiscal quarter
(#)
Clay Mine
Aiken, SC
 
—
 
—
 
—
With Respect to Legal Actions Pending as of the end of most recent fiscal quarter
Mine
 
Contests of Citations and Orders per Subpart B*
(#)
 
Contests of Proposed Penalties per Subpart C*
(#)
 
Complaints for Compensation per Subpart D*
(#)
 
Complaints of Discharge, Discrimination or Interference per Subpart E*
(#)
 
Applications for Temporary Relief per Subpart F*
(#)
 
Appeals of Judge’s Decisions or Orders to the FMSHRC per Subpart H*
(#)
Clay Mine
Aiken, SC
 
—
 
—
 
—
 
—
 
—
 
—
____________________________________________________________________________________________________
*
29 CFR part 2700.