|
Delaware
|
|
65-0773649
|
(State or other jurisdiction of incorporation or organization)
|
|
(I.R.S. Employer Identification No.)
|
Large accelerated filer
|
☑
|
|
Accelerated filer
|
☐
|
Non-accelerated filer
|
☐
|
|
Smaller reporting company
|
☐
|
|
|
|
Emerging growth company
|
☐
|
|
PART I
|
|
|
|
||
PART II
|
|
|
PART III
|
|
|
PART IV
|
|
|
•
|
Invest to accelerate growth and extend our competitive advantages;
|
•
|
Invest in great people to strengthen our high-performance culture;
|
•
|
Execute the Grace Value Model to drive operating excellence; and
|
•
|
Acquire to build our technology and manufacturing capabilities for our customers.
|
|
Year Ended December 31,
|
|||||||||||||||||||
|
2019
|
|
2018
|
|
2017
|
|||||||||||||||
(In millions)
|
Sales
|
|
% of Grace Revenue
|
|
Sales
|
|
% of Grace Revenue
|
|
Sales
|
|
% of Grace Revenue
|
|||||||||
Refining catalysts
|
$
|
791.4
|
|
|
40.4
|
%
|
|
$
|
802.0
|
|
|
41.5
|
%
|
|
$
|
758.1
|
|
|
44.2
|
%
|
Polyolefin and chemical catalysts
|
705.3
|
|
|
36.0
|
%
|
|
661.5
|
|
|
34.2
|
%
|
|
518.4
|
|
|
30.2
|
%
|
|||
Total
|
$
|
1,496.7
|
|
|
76.4
|
%
|
|
$
|
1,463.5
|
|
|
75.7
|
%
|
|
$
|
1,276.5
|
|
|
74.4
|
%
|
Products and Services
|
|
Overview/Use
|
|
Key Brands
|
Refining Technologies
|
|
|
|
|
FCC Catalysts
|
|
Crack the hydrocarbon chains in distilled crude oil to produce transportation fuels, such as gasoline and diesel fuels, and feeds for production of petrochemicals
|
|
MIDAS® • IMPACT® • NEKTOR™ • GENESIS® • ACHIEVE® • FUSION™ • VIP‑R™ • RIVE TECHNOLOGY® • MOLECULAR HIGHWAY®
|
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
|
|
D-PRISM® • GSR® • SURCA® • ZAVANTI™ • OLEFINSULTRA® • DESOX® • DENOX® • CP®
|
Hydroprocessing Catalysts (HPC)
|
|
Marketed through the ART joint venture with Chevron (discussed below), these catalysts are used in process reactors to upgrade heavy oils into lighter, more useful products, enabling less expensive feedstock usage in the petroleum refining process and to produce products that meet more stringent environmental regulations; our catalysts and solutions allow our customers to improve their profitability in the production of cleaner petroleum-based fuels to meet regulatory and fuel quality standards
|
|
ICR® • GR® • SmART Catalyst System® • APART® • LS™ Catalyst Platform • HSLS® Catalyst Platform • HCRC™ Catalyst Platform
|
Polyolefin and Chemical Catalysts (also referred to as Specialty Catalysts)
|
|
|
|
|
Polyethylene Catalysts/Polypropylene Catalysts/Catalyst Supports
|
|
Used in the production of polyethylene (PE) and polypropylene (PP) 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; non-phthalate catalysts allow our customers to produce phthalate-free PP products; includes catalysts that allow for the lightweighting of automobiles by replacing steel parts with PP while meeting demanding performance standards of automakers
|
|
PE Brands -
MAGNAPORE® • SYLOPOL® • LYNX®
PP Brands -
CONSISTA® • SHAC® • LYNX® • POLYTRAK® • HYAMPP®
|
Gas-Phase Polypropylene Process Technology Licensing
|
|
Provides licensees with a proven, cost-effective, flexible, and reliable capability to manufacture polypropylene products having a wide spectrum of performance attributes enabling customers to manufacture products for a broad array of end-use applications
|
|
UNIPOL® PP Process Technology • UNIPOL UNIPPAC® Process Control Software
|
Chemical Catalysts
|
|
Used in a variety of petrochemical chain conversions and fine chemical production
|
|
RANEY® • DAVICAT®
|
|
Year Ended December 31,
|
|||||||||||||||||||
|
2019
|
|
2018
|
|
2017
|
|||||||||||||||
(In millions)
|
Sales
|
|
% of Grace Revenue
|
|
Sales
|
|
% of Grace Revenue
|
|
Sales
|
|
% of Grace Revenue
|
|||||||||
Consumer/Pharma
|
$
|
144.6
|
|
|
7.4
|
%
|
|
$
|
132.6
|
|
|
6.9
|
%
|
|
$
|
123.3
|
|
|
7.2
|
%
|
Coatings
|
139.8
|
|
|
7.1
|
%
|
|
155.4
|
|
|
8.1
|
%
|
|
142.2
|
|
|
8.3
|
%
|
|||
Chemical process
|
156.1
|
|
|
8.0
|
%
|
|
157.3
|
|
|
8.1
|
%
|
|
153.5
|
|
|
8.9
|
%
|
|||
Other
|
20.9
|
|
|
1.1
|
%
|
|
23.3
|
|
|
1.2
|
%
|
|
21.0
|
|
|
1.2
|
%
|
|||
Total
|
$
|
461.4
|
|
|
23.6
|
%
|
|
$
|
468.6
|
|
|
24.3
|
%
|
|
$
|
440.0
|
|
|
25.6
|
%
|
Products and Services
|
|
Overview/Use
|
|
Key Brands
|
Consumer/Pharma
|
|
Specialized materials used as additives and intermediates for pharmaceuticals, nutraceuticals, beer, toothpaste, food, and cosmetic segments, including:
|
|
|
|
|
Toothpaste abrasives and thickening agents
|
|
SYLODENT® • SYLOBLANC® • SIDENT®
|
|
|
Free-flow agents, anticaking agents, heating agents,
tabletting aids, cosmetic additives and flavor carriers
|
|
PERKASIL® • SYLOID® • SYLOSIV® • ZEOFLO® • ZEOFOAM™
|
|
|
Edible oil refining agents, stabilizers and clarification aids for beer, juices and other beverages; for beer stabilization, our products allow our customers to reduce their environmental footprint using water more efficiently and reducing waste sent to solid landfills
|
|
TRISYL® • DARACLAR®
|
|
|
Pharmaceutical excipients and drug delivery
|
|
SYLOID® FP • SYLOID® XDP • SILSOL®
|
|
|
Fine chemical intermediates and regulatory starting materials
|
|
|
|
|
Chromatography purification media
|
|
DAVISIL® • VYDAC®
|
Coatings
|
|
Functional additives for wood and architectural coatings that provide surface effects and corrosion protection for metal substrates, including:
|
|
|
|
|
Matting agents, anticorrosion pigments, TiO2 extenders and moisture scavengers for paints and lacquers; our products allow our customers to reformulate their anti-corrosive coating products to eliminate heavy metals
|
|
SYLOID® • SHIELDEX® • SYLOSIV® • SYLOWHITE™
|
|
|
Additives for matte, semi-glossy and glossy ink receptive coatings on high performance ink jet papers, photo paper, and commercial wide-format print media
|
|
SYLOJET® • DURAFILL® • LUDOX®
|
|
|
Paper retention aids, functional fillers, paper frictionizers
|
|
DURAFILL® • LUDOX®
|
|
|
Defoamers
|
|
ZEOFLO® • ZEOFOAM™
|
Chemical Process
|
|
Functional materials for use in plastics, rubber, tire, metal casting, and adsorbent products for petrochemical and natural gas applications, including:
|
|
|
|
|
Reinforcing agents for rubber and tires
|
|
PERKASIL®
|
|
|
Inorganic binders and surface smoothening aids for precision investment casting and refractory applications; also enable our customers to produce automotive catalytic converters for automakers to meet emissions control regulations
|
|
LUDOX®
|
|
|
Static adsorbents for dual pane windows and refrigerant applications, moisture scavengers, and package desiccants
|
|
PHONOSORB® • SYLOSIV® • CRYOSIV® • PROTEKSORB®
|
|
|
Chemical metal polishing aids and formulations for chemical mechanical planarization/electronics applications
|
|
POLIEDGE®
|
|
|
Antiblocking additives for plastic films to prevent adhesion of layers in manufacturing
|
|
SYLOBLOC®
|
|
|
Process adsorbents used in petrochemical and natural gas processes for such applications as ethylene-cracked-gas-drying, natural gas drying and sulfur removal
|
|
SYLOBEAD®
|
(In millions)
|
Operation of
Facilities and
Waste Disposal
|
|
Capital
Expenditures
|
|
Site
Remediation
|
||||||
2017
|
$
|
51
|
|
|
$
|
7
|
|
|
$
|
20
|
|
2018
|
56
|
|
|
8
|
|
|
18
|
|
|||
2019
|
54
|
|
|
7
|
|
|
14
|
|
|||
2020(1)
|
60
|
|
|
26
|
|
|
23
|
|
|||
2021(1)
|
61
|
|
|
17
|
|
|
22
|
|
(1)
|
Amounts are based on environmental response matters for which sufficient information is available to estimate costs. We do not have sufficient information to estimate all of our possible future environmental response costs. As we receive new information, our estimate of such costs may change materially.
|
•
|
Products designed for use-phase efficiency — defined by the Sustainability Accounting Standards Board (SASB) as products that “through their use—can be shown to improve energy efficiency, eliminate or lower greenhouse gas (GHG) emissions, reduce raw materials consumption, increase product longevity, and/or reduce water consumption,” either through:
|
◦
|
Improved products — by increasing the efficiency of a product during its use phase, or
|
◦
|
Improved processes — by increasing the efficiency of the manufacturing processes used to make products, and
|
•
|
Stricter Environmental Standards — products that directly enable customers to meet environmental regulatory/legal requirements applicable to their products or manufacturing processes.
|
•
|
Reduced Consumption/Sustainable — products that enable customers to reformulate their products to avoid or reduce to de minimis levels substances of concern to their customers.
|
•
|
commercial agreements may be more difficult to enforce and receivables more difficult to collect;
|
•
|
intellectual property rights may be more difficult to enforce;
|
•
|
increased shipping costs, disruptions in shipping or reduced availability of freight transportation;
|
•
|
difficulty transferring our profits or capital from foreign operations to other countries where such funds could be more profitably deployed;
|
•
|
unexpected adverse changes in export duties, quotas and tariffs, and difficulties in obtaining export licenses;
|
•
|
additional withholding and other taxes or restrictions on foreign trade or investment, including import, currency exchange and capital controls, charges and limitations;
|
•
|
foreign governments may nationalize private enterprises;
|
•
|
political or economic repercussions on a domestic, country-specific or global level from terrorist activities and the response to such activities;
|
•
|
unexpected adverse changes in foreign laws or regulatory requirements;
|
•
|
increased cash taxes in the event of a change in tax laws, regulations or interpretations in one or more foreign jurisdictions, could adversely affect our business, financial condition, results of operations, or liquidity; and
|
•
|
geopolitical risk, where unexpected changes in global, regional, or local political or social conditions could adversely affect our foreign operations.
|
•
|
long-term supply contracts;
|
•
|
contracts with customers that permit adjustments for changes in prices of commodity-based materials and energy;
|
•
|
forward buying programs that layer in our expected requirements systematically over time; and
|
•
|
limited use of financial instruments.
|
•
|
the diversion of management’s attention from our existing businesses to integrate the operations and personnel of the acquired or combined business or joint venture;
|
•
|
possible adverse effects on our operating results during the integration process;
|
•
|
failure of the acquired business to achieve expected financial, operational, and other objectives;
|
•
|
possible assumption of unexpected liabilities; and
|
•
|
inability to obtain indemnification from other parties to transactions.
|
•
|
require us to dedicate a substantial portion of our cash flow to principal and interest payments, thereby reducing funds available for working capital, capital expenditures, acquisitions, research and development, distributions to shareholders (which fall within the discretion of our Board of Directors taking into account financial, liquidity and other considerations), share repurchase programs and other purposes;
|
•
|
restrict us from making strategic acquisitions or taking advantage of favorable business opportunities;
|
•
|
limit our flexibility in planning for, or reacting to, changes in our business and the industries in which we operate;
|
•
|
increase our vulnerability to adverse economic, credit and industry conditions, including recessions;
|
•
|
make it more difficult for us to satisfy our other obligations;
|
•
|
place us at a competitive disadvantage compared to our competitors that have relatively less debt; and
|
•
|
limit our ability to borrow additional funds, or to dispose of assets to raise funds, if needed, for working capital, capital expenditures, acquisitions, research and development and other purposes.
|
•
|
incur certain liens;
|
•
|
enter into sale and leaseback transactions; and
|
•
|
consolidate, merge or sell all or substantially all of our assets or the assets of our guarantors.
|
|
Number of Facilities(1)
|
|||||||||||||
|
North America
|
|
Europe Middle East Africa (EMEA)
|
|
Asia Pacific
|
|
Latin America
|
|
Total
|
|||||
Catalysts Technologies
|
10
|
|
|
3
|
|
|
2
|
|
|
—
|
|
|
15
|
|
Owned
|
8
|
|
|
1
|
|
|
2
|
|
|
—
|
|
|
11
|
|
Leased
|
2
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
4
|
|
Materials Technologies
|
4
|
|
|
2
|
|
|
1
|
|
|
1
|
|
|
8
|
|
Owned
|
3
|
|
|
1
|
|
|
1
|
|
|
—
|
|
|
5
|
|
Leased
|
1
|
|
|
1
|
|
|
—
|
|
|
1
|
|
|
3
|
|
(1)
|
Shared facilities are counted in both reportable segments. The total number of facilities included in the above table, without regard to sharing between reportable segments, is 20, of which we own 13 and lease 7.
|
Catalysts Technologies
|
|
Materials Technologies
|
Aiken, South Carolina
|
|
Dueren, Germany*
|
Baton Rouge, Louisiana*
|
|
East Chicago, Indiana*
|
Chattanooga, Tennessee
|
|
Hesperia, California
|
Chicago, Illinois
|
|
Kuantan, Malaysia
|
Lake Charles, Louisiana
|
|
Sorocaba, Brazil*
|
Norco, Louisiana*
|
|
|
Pasadena, Texas
|
|
|
Qingdao, China**
|
|
|
Stenungsund, Sweden*
|
|
Shared
|
Tarragona, Spain*
|
|
Albany, Oregon
|
Valleyfield, Quebec, Canada
|
|
Curtis Bay, Maryland
|
Yeosu, South Korea
|
|
Worms, Germany
|
*
|
Denotes leased site.
|
**
|
Facility was idled in 2019.
|
Name and Age
|
|
Office
|
|
First Elected
|
Hudson La Force (55)
|
|
President and Chief Executive Officer
Director
|
|
November 8, 2018
November 2, 2017
|
William C. Dockman (60)
|
|
Senior Vice President and Chief Financial Officer
|
|
May 8, 2019
|
Elizabeth C. Brown (56)
|
|
Senior Vice President and Chief Human Resources Officer
|
|
January 21, 2015
|
Keith N. Cole (61)
|
|
Senior Vice President, Government Relations and Environment, Health and Safety
|
|
February 10, 2014
|
Mark A. Shelnitz (61)
|
|
Senior Vice President, General Counsel and Secretary
|
|
April 27, 2005
|
|
|
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)
|
||||
10/1/2019 - 10/31/2019
|
|
—
|
|
|
—
|
|
|
—
|
|
|
109.1
|
|
11/1/2019 - 11/30/2019
|
|
—
|
|
|
—
|
|
|
—
|
|
|
109.1
|
|
12/1/2019 - 12/31/2019
|
|
1,434
|
|
|
69.59
|
|
|
1,434
|
|
|
109.0
|
|
Total
|
|
1,434
|
|
|
69.59
|
|
|
1,434
|
|
|
|
|
|
2014
|
|
2015
|
|
2016
|
|
2017
|
|
2018
|
|
2019
|
||||||||||||
W. R. Grace & Co.(1)
|
$
|
100
|
|
|
$
|
104
|
|
|
$
|
89
|
|
|
$
|
93
|
|
|
$
|
88
|
|
|
$
|
96
|
|
S&P 500 Index
|
100
|
|
|
101
|
|
|
113
|
|
|
138
|
|
|
132
|
|
|
174
|
|
||||||
S&P 1500 Specialty Chemicals
|
100
|
|
|
98
|
|
|
110
|
|
|
137
|
|
|
129
|
|
|
153
|
|
||||||
S&P 1500 Diversified Chemicals
|
100
|
|
|
101
|
|
|
118
|
|
|
152
|
|
|
116
|
|
|
103
|
|
(1)
|
W. R. Grace & Co. stock value at December 31, 2014, reflects the adjusted post-Separation market value.
|
(In millions, except per share amounts and shareholders)
|
2019
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
||||||||||
Statement of Operations
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales
|
$
|
1,958.1
|
|
|
$
|
1,932.1
|
|
|
$
|
1,716.5
|
|
|
$
|
1,598.6
|
|
|
$
|
1,628.2
|
|
Income (loss) from continuing operations(1)(2)
|
126.7
|
|
|
166.8
|
|
|
10.4
|
|
|
107.0
|
|
|
123.9
|
|
|||||
Financial Position
|
|
|
|
|
|
|
|
|
|
||||||||||
Total assets
|
3,932.6
|
|
|
3,565.3
|
|
|
2,907.0
|
|
|
2,911.8
|
|
|
3,645.7
|
|
|||||
Debt payable after one year
|
1,957.3
|
|
|
1,961.0
|
|
|
1,523.8
|
|
|
1,507.6
|
|
|
2,111.5
|
|
|||||
Shareholders’ equity
|
402.2
|
|
|
337.0
|
|
|
263.3
|
|
|
372.4
|
|
|
212.5
|
|
|||||
Data Per Common Share
|
|
|
|
|
|
|
|
|
|
||||||||||
Income (loss) from continuing operations—basic
|
$
|
1.89
|
|
|
$
|
2.49
|
|
|
$
|
0.16
|
|
|
$
|
1.53
|
|
|
$
|
1.72
|
|
Income (loss) from continuing operations—diluted
|
1.89
|
|
|
2.49
|
|
|
0.16
|
|
|
1.52
|
|
|
1.71
|
|
|||||
Dividends declared
|
1.08
|
|
|
0.96
|
|
|
0.84
|
|
|
0.51
|
|
|
—
|
|
|||||
Other Statistics
|
|
|
|
|
|
|
|
|
|
||||||||||
Common shareholders of record
|
3,749
|
|
|
4,369
|
|
|
4,646
|
|
|
4,895
|
|
|
5,142
|
|
(1)
|
Adjustments related to our legacy liabilities, Chapter 11, and pension mark-to-market accounting are included in and affect the period-to-period comparability of “income (loss) from continuing operations” and the related data per common share. See Note 18 to the Consolidated Financial Statements for a detail of these items.
|
(2)
|
For 2017, “Income (loss) from continuing operations” includes a charge of $143.0 million related to the estimated impacts of the U.S. Tax Cuts and Jobs Act of 2017.
|
•
|
Net sales increased 1.3% to $1,958.1 million.
|
•
|
Net income attributable to Grace shareholders decreased to $126.3 million.
|
•
|
Adjusted EBIT1 increased 3.6% to $473.2 million.
|
•
|
Diluted earnings per share from continuing operations decreased to $1.89 per diluted share.
|
•
|
Adjusted EPS1 increased 5.8% to $4.38 per diluted share.
|
Analysis of Operations
(In millions, except per share amounts)
|
2019
|
|
2018
|
|
% Change
|
|
2017
|
|
% Change
|
||||||||
Net sales:
|
|
|
|
|
|
|
|
|
|
||||||||
Catalysts Technologies
|
$
|
1,496.7
|
|
|
$
|
1,463.5
|
|
|
2.3
|
%
|
|
$
|
1,276.5
|
|
|
14.6
|
%
|
Materials Technologies
|
461.4
|
|
|
468.6
|
|
|
(1.5
|
)%
|
|
440.0
|
|
|
6.5
|
%
|
|||
Total Grace net sales
|
$
|
1,958.1
|
|
|
$
|
1,932.1
|
|
|
1.3
|
%
|
|
$
|
1,716.5
|
|
|
12.6
|
%
|
Net sales by region:
|
|
|
|
|
|
|
|
|
|
||||||||
North America
|
$
|
597.8
|
|
|
$
|
581.7
|
|
|
2.8
|
%
|
|
$
|
486.0
|
|
|
19.7
|
%
|
Europe Middle East Africa
|
791.6
|
|
|
752.2
|
|
|
5.2
|
%
|
|
667.7
|
|
|
12.7
|
%
|
|||
Asia Pacific
|
475.4
|
|
|
481.5
|
|
|
(1.3
|
)%
|
|
459.8
|
|
|
4.7
|
%
|
|||
Latin America
|
93.3
|
|
|
116.7
|
|
|
(20.1
|
)%
|
|
103.0
|
|
|
13.3
|
%
|
|||
Total net sales by region
|
$
|
1,958.1
|
|
|
$
|
1,932.1
|
|
|
1.3
|
%
|
|
$
|
1,716.5
|
|
|
12.6
|
%
|
Performance measures:
|
|
|
|
|
|
|
|
|
|
||||||||
Adjusted EBIT(A):
|
|
|
|
|
|
|
|
|
|
||||||||
Catalysts Technologies segment operating income
|
$
|
466.5
|
|
|
$
|
440.5
|
|
|
5.9
|
%
|
|
$
|
395.4
|
|
|
11.4
|
%
|
Materials Technologies segment operating income
|
97.8
|
|
|
105.6
|
|
|
(7.4
|
)%
|
|
100.6
|
|
|
5.0
|
%
|
|||
Corporate costs
|
(72.7
|
)
|
|
(73.5
|
)
|
|
1.1
|
%
|
|
(69.0
|
)
|
|
(6.5
|
)%
|
|||
Certain pension costs(B)(C)
|
(18.4
|
)
|
|
(15.9
|
)
|
|
(15.7
|
)%
|
|
(13.0
|
)
|
|
(22.3
|
)%
|
|||
Adjusted EBIT
|
473.2
|
|
|
456.7
|
|
|
3.6
|
%
|
|
414.0
|
|
|
10.3
|
%
|
|||
Costs related to legacy matters
|
(103.5
|
)
|
|
(82.3
|
)
|
|
|
|
(33.1
|
)
|
|
|
|||||
Pension MTM adjustment and other related costs, net(B)(C)
|
(85.9
|
)
|
|
15.2
|
|
|
|
|
(51.1
|
)
|
|
|
|||||
Restructuring and repositioning expenses
|
(13.7
|
)
|
|
(46.4
|
)
|
|
|
|
(26.7
|
)
|
|
|
|||||
Benefit plan adjustment
|
(5.0
|
)
|
|
—
|
|
|
|
|
—
|
|
|
|
|||||
Write-off of MTO inventory(D)
|
(3.6
|
)
|
|
—
|
|
|
|
|
—
|
|
|
|
|||||
Third-party acquisition-related costs
|
(3.6
|
)
|
|
(7.3
|
)
|
|
|
|
(2.9
|
)
|
|
|
|||||
Amortization of acquired inventory fair value adjustment
|
—
|
|
|
(6.9
|
)
|
|
|
|
—
|
|
|
|
|||||
Loss on early extinguishment of debt
|
—
|
|
|
(4.8
|
)
|
|
|
|
—
|
|
|
|
|||||
Accounts receivable reserve—Venezuela
|
—
|
|
|
—
|
|
|
|
|
(10.0
|
)
|
|
|
|||||
Interest expense, net
|
(74.8
|
)
|
|
(78.5
|
)
|
|
4.7
|
%
|
|
(78.5
|
)
|
|
—
|
%
|
|||
(Provision for) benefit from income taxes
|
(56.8
|
)
|
|
(78.1
|
)
|
|
27.3
|
%
|
|
(200.5
|
)
|
|
61.0
|
%
|
|||
Net income (loss) attributable to W. R. Grace & Co. shareholders
|
$
|
126.3
|
|
|
$
|
167.6
|
|
|
(24.6
|
)%
|
|
$
|
11.2
|
|
|
NM
|
|
Diluted EPS
|
$
|
1.89
|
|
|
$
|
2.49
|
|
|
(24.1
|
)%
|
|
$
|
0.16
|
|
|
NM
|
|
Adjusted EPS
|
$
|
4.38
|
|
|
$
|
4.14
|
|
|
5.8
|
%
|
|
$
|
3.40
|
|
|
21.8
|
%
|
Analysis of Operations
(In millions)
|
2019
|
|
2018
|
|
% Change
|
|
2017
|
|
% Change
|
||||||||
Adjusted performance measures:
|
|
|
|
|
|
|
|
|
|
||||||||
Gross Margin:
|
|
|
|
|
|
|
|
|
|
||||||||
Catalysts Technologies
|
42.8
|
%
|
|
41.7
|
%
|
|
1.1 pts
|
|
|
40.8
|
%
|
|
0.9 pts
|
|
|||
Materials Technologies
|
36.5
|
%
|
|
37.8
|
%
|
|
(1.3) pts
|
|
|
37.9
|
%
|
|
(0.1) pts
|
|
|||
Adjusted Gross Margin
|
41.4
|
%
|
|
40.7
|
%
|
|
0.7 pts
|
|
|
40.1
|
%
|
|
0.6 pts
|
|
|||
Pension costs in cost of goods sold
|
(0.7
|
)%
|
|
(0.7
|
)%
|
|
0.0 pts
|
|
|
(0.7
|
)%
|
|
0.0 pts
|
|
|||
Write-off of MTO inventory(D)
|
(0.2
|
)%
|
|
—
|
%
|
|
NM
|
|
|
—
|
%
|
|
0.0 pts
|
|
|||
Amortization of acquired inventory fair value adjustment
|
—
|
%
|
|
(0.3
|
)%
|
|
NM
|
|
|
—
|
%
|
|
(0.3) pts
|
|
|||
Total Grace
|
40.5
|
%
|
|
39.7
|
%
|
|
0.8 pts
|
|
|
39.4
|
%
|
|
0.3 pts
|
|
|||
Adjusted EBIT:
|
|
|
|
|
|
|
|
|
|
||||||||
Catalysts Technologies
|
$
|
466.5
|
|
|
$
|
440.5
|
|
|
5.9
|
%
|
|
$
|
395.4
|
|
|
11.4
|
%
|
Materials Technologies
|
97.8
|
|
|
105.6
|
|
|
(7.4
|
)%
|
|
100.6
|
|
|
5.0
|
%
|
|||
Corporate, pension, and other
|
(91.1
|
)
|
|
(89.4
|
)
|
|
(1.9
|
)%
|
|
(82.0
|
)
|
|
(9.0
|
)%
|
|||
Total Grace
|
473.2
|
|
|
456.7
|
|
|
3.6
|
%
|
|
414.0
|
|
|
10.3
|
%
|
|||
Depreciation and amortization:
|
|
|
|
|
|
|
|
|
|
||||||||
Catalysts Technologies
|
$
|
81.9
|
|
|
$
|
81.7
|
|
|
0.2
|
%
|
|
$
|
87.1
|
|
|
(6.2
|
)%
|
Materials Technologies
|
14.2
|
|
|
15.5
|
|
|
(8.4
|
)%
|
|
19.6
|
|
|
(20.9
|
)%
|
|||
Corporate
|
4.2
|
|
|
3.6
|
|
|
16.7
|
%
|
|
4.8
|
|
|
(25.0
|
)%
|
|||
Total Grace
|
100.3
|
|
|
100.8
|
|
|
(0.5
|
)%
|
|
111.5
|
|
|
(9.6
|
)%
|
|||
Adjusted EBITDA:
|
|
|
|
|
|
|
|
|
|
||||||||
Catalysts Technologies
|
$
|
548.4
|
|
|
$
|
522.2
|
|
|
5.0
|
%
|
|
$
|
482.5
|
|
|
8.2
|
%
|
Materials Technologies
|
112.0
|
|
|
121.1
|
|
|
(7.5
|
)%
|
|
120.2
|
|
|
0.7
|
%
|
|||
Corporate, pension, and other
|
(86.9
|
)
|
|
(85.8
|
)
|
|
(1.3
|
)%
|
|
(77.2
|
)
|
|
(11.1
|
)%
|
|||
Total Grace
|
573.5
|
|
|
557.5
|
|
|
2.9
|
%
|
|
525.5
|
|
|
6.1
|
%
|
|||
Adjusted EBIT margin:
|
|
|
|
|
|
|
|
|
|
||||||||
Catalysts Technologies
|
31.2
|
%
|
|
30.1
|
%
|
|
1.1 pts
|
|
|
31.0
|
%
|
|
(0.9) pts
|
|
|||
Materials Technologies
|
21.2
|
%
|
|
22.5
|
%
|
|
(1.3) pts
|
|
|
22.9
|
%
|
|
(0.4) pts
|
|
|||
Total Grace
|
24.2
|
%
|
|
23.6
|
%
|
|
0.6 pts
|
|
|
24.1
|
%
|
|
(0.5) pts
|
|
|||
Adjusted EBITDA margin:
|
|
|
|
|
|
|
|
|
|
||||||||
Catalysts Technologies
|
36.6
|
%
|
|
35.7
|
%
|
|
0.9 pts
|
|
|
37.8
|
%
|
|
(2.1) pts
|
|
|||
Materials Technologies
|
24.3
|
%
|
|
25.8
|
%
|
|
(1.5) pts
|
|
|
27.3
|
%
|
|
(1.5) pts
|
|
|||
Total Grace
|
29.3
|
%
|
|
28.9
|
%
|
|
0.4 pts
|
|
|
30.6
|
%
|
|
(1.7) pts
|
|
Analysis of Operations
(In millions)
|
2019
|
|
2018
|
|
2017
|
||||||
Calculation of Adjusted EBIT Return On Invested Capital (trailing four quarters):
|
|
|
|
|
|
||||||
Adjusted EBIT
|
$
|
473.2
|
|
|
$
|
456.7
|
|
|
$
|
414.0
|
|
Net Income
|
126.3
|
|
|
167.6
|
|
|
11.2
|
|
|||
|
|
|
|
|
|
||||||
Total equity
|
402.2
|
|
|
337.0
|
|
|
263.3
|
|
|||
Reconciliation to Adjusted Invested Capital:
|
|
|
|
|
|
||||||
Debt
|
1,980.4
|
|
|
1,983.3
|
|
|
1,543.9
|
|
|||
Underfunded and unfunded defined benefit pension plans
|
519.8
|
|
|
433.1
|
|
|
502.4
|
|
|||
Liabilities related to legacy matters
|
206.7
|
|
|
126.9
|
|
|
70.6
|
|
|||
Cash, cash equivalents, and restricted cash
|
(282.9
|
)
|
|
(201.0
|
)
|
|
(163.5
|
)
|
|||
Net income tax assets
|
(501.6
|
)
|
|
(517.3
|
)
|
|
(543.1
|
)
|
|||
Other items
|
19.7
|
|
|
21.6
|
|
|
22.1
|
|
|||
Adjusted Invested Capital
|
$
|
2,344.3
|
|
|
$
|
2,183.6
|
|
|
$
|
1,695.7
|
|
|
|
|
|
|
|
||||||
GAAP Return on Equity
|
31.4
|
%
|
|
49.7
|
%
|
|
4.3
|
%
|
|||
Adjusted EBIT ROIC
|
20.2
|
%
|
|
20.9
|
%
|
|
24.4
|
%
|
(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.
|
(C)
|
“Defined benefit pension expense” as measured under U.S. GAAP includes actuarial gains and losses and actual returns on assets. Adjusted EBIT includes expected returns on assets but excludes both actuarial gains and losses and actual returns on assets. The table below presents expected and actual returns on plan assets for U.S. and non-U.S. plans for the years ended December 31, 2019, 2018, and 2017.
|
|
2019
|
|
2018
|
|
2017
|
||||||||||||||||||
(In millions)
|
U.S. Plans
|
|
Non-U.S. Plans
|
|
U.S. Plans
|
|
Non-U.S. Plans
|
|
U.S. Plans
|
|
Non-U.S. Plans
|
||||||||||||
Actual return on plan assets
|
$
|
154.6
|
|
|
$
|
4.1
|
|
|
$
|
(41.9
|
)
|
|
$
|
(1.7
|
)
|
|
$
|
112.7
|
|
|
$
|
1.6
|
|
Actual return on plan assets
|
18.90
|
%
|
|
20.00
|
%
|
|
(3.51
|
)%
|
|
(8.01
|
)%
|
|
11.20
|
%
|
|
8.62
|
%
|
||||||
Expected return on plan assets
|
$
|
48.2
|
|
|
$
|
0.9
|
|
|
$
|
57.2
|
|
|
$
|
1.0
|
|
|
$
|
57.5
|
|
|
$
|
0.9
|
|
Expected return on plan assets
|
5.75
|
%
|
|
4.43
|
%
|
|
5.25
|
%
|
|
4.69
|
%
|
|
5.50
|
%
|
|
4.69
|
%
|
•
|
Refining Technologies: an FCC catalysts customer’s bankruptcy following a fire resulting in the closure of its refinery;
|
•
|
Specialty Catalysts: customer-specific temporary reductions in operating rates and catalyst usage due to reduced feedstock supply following an attack in the Middle East; and
|
•
|
Materials Technologies: an equipment failure in one of our silicas manufacturing lines (operations fully restored by mid-July).
|
|
2018 as a Percentage Increase (Decrease) from 2017
|
||||||||||
Net Sales Variance Analysis
|
Volume
|
|
Price
|
|
Currency
Translation
|
|
Total
|
||||
Catalysts Technologies
|
12.1
|
%
|
|
1.6
|
%
|
|
0.9
|
%
|
|
14.6
|
%
|
Materials Technologies
|
3.1
|
%
|
|
1.6
|
%
|
|
1.8
|
%
|
|
6.5
|
%
|
Net sales
|
9.8
|
%
|
|
1.6
|
%
|
|
1.2
|
%
|
|
12.6
|
%
|
By Region:
|
|
|
|
|
|
|
|
||||
North America
|
17.6
|
%
|
|
2.1
|
%
|
|
—
|
%
|
|
19.7
|
%
|
Europe Middle East Africa
|
6.8
|
%
|
|
2.7
|
%
|
|
3.2
|
%
|
|
12.7
|
%
|
Asia Pacific
|
4.0
|
%
|
|
0.4
|
%
|
|
0.3
|
%
|
|
4.7
|
%
|
Latin America
|
19.0
|
%
|
|
(2.2
|
)%
|
|
(3.5
|
)%
|
|
13.3
|
%
|
|
2019
|
||||||||||||||
(In millions, except per share amounts)
|
Pre-Tax
|
|
Tax Effect
|
|
After-Tax
|
|
Per Share
|
||||||||
Diluted Earnings Per Share
|
|
|
|
|
|
|
$
|
1.89
|
|
||||||
Costs related to legacy matters
|
$
|
103.5
|
|
|
$
|
25.2
|
|
|
$
|
78.3
|
|
|
1.17
|
|
|
Pension MTM adjustment and other related costs, net
|
85.9
|
|
|
24.0
|
|
|
61.9
|
|
|
0.93
|
|
||||
Restructuring and repositioning expenses
|
13.7
|
|
|
3.0
|
|
|
10.7
|
|
|
0.16
|
|
||||
Benefit plan adjustment
|
5.0
|
|
|
1.1
|
|
|
3.9
|
|
|
0.06
|
|
||||
Write-off of MTO inventory
|
3.6
|
|
|
—
|
|
|
3.6
|
|
|
0.05
|
|
||||
Third-party acquisition-related costs
|
3.6
|
|
|
0.9
|
|
|
2.7
|
|
|
0.04
|
|
||||
Income tax expense related to historical tax attributes(1)
|
|
|
(8.6
|
)
|
|
8.6
|
|
|
0.13
|
|
|||||
Discrete tax items, including adjustments to uncertain tax positions
|
|
|
3.6
|
|
|
(3.6
|
)
|
|
(0.05
|
)
|
|||||
Adjusted EPS
|
|
|
|
|
|
|
|
$
|
4.38
|
|
(1)
|
Our historical tax attribute carryforwards (net operating losses and tax credits) unfavorably affected our tax expense with respect to certain provisions of the TCJA. To normalize the effective tax rate, an adjustment was made to eliminate the tax expense impact associated with the historical tax attributes.
|
|
2018
|
||||||||||||||
(In millions, except per share amounts)
|
Pre-Tax
|
|
Tax Effect
|
|
After-Tax
|
|
Per Share
|
||||||||
Diluted Earnings Per Share
|
|
|
|
|
|
|
$
|
2.49
|
|
||||||
Costs related to legacy matters
|
$
|
82.3
|
|
|
$
|
17.7
|
|
|
$
|
64.6
|
|
|
0.96
|
|
|
Restructuring and repositioning expenses
|
46.4
|
|
|
10.0
|
|
|
36.4
|
|
|
0.54
|
|
||||
Pension MTM adjustment and other related costs, net
|
(15.2
|
)
|
|
(3.4
|
)
|
|
(11.8
|
)
|
|
(0.18
|
)
|
||||
Third-party acquisition-related costs
|
7.3
|
|
|
1.6
|
|
|
5.7
|
|
|
0.08
|
|
||||
Amortization of acquired inventory fair value adjustment
|
6.9
|
|
|
1.5
|
|
|
5.4
|
|
|
0.08
|
|
||||
Loss on early extinguishment of debt
|
4.8
|
|
|
1.0
|
|
|
3.8
|
|
|
0.06
|
|
||||
Income tax expense related to historical tax attributes(1)
|
|
|
(25.6
|
)
|
|
25.6
|
|
|
0.38
|
|
|||||
Provisional charge related to the U.S. Tax Cuts and Jobs Act of 2017
|
|
|
17.1
|
|
|
(17.1
|
)
|
|
(0.25
|
)
|
|||||
Discrete tax items, including adjustments to uncertain tax positions
|
|
|
1.4
|
|
|
(1.4
|
)
|
|
(0.02
|
)
|
|||||
Adjusted EPS
|
|
|
|
|
|
|
$
|
4.14
|
|
(1)
|
Our historical tax attribute carryforwards (net operating losses and tax credits) unfavorably affected our tax expense with respect to certain provisions of the TCJA. To normalize the effective tax rate, an adjustment was made to eliminate the tax expense impact associated with the historical tax attributes.
|
|
2017
|
||||||||||||||
(In millions, except per share amounts)
|
Pre-Tax
|
|
Tax Effect
|
|
After-Tax
|
|
Per Share
|
||||||||
Diluted Earnings Per Share
|
|
|
|
|
|
|
$
|
0.16
|
|
||||||
Pension MTM adjustment and other related costs, net
|
$
|
51.1
|
|
|
$
|
17.4
|
|
|
$
|
33.7
|
|
|
0.49
|
|
|
Costs related to legacy matters
|
33.1
|
|
|
12.3
|
|
|
20.8
|
|
|
0.30
|
|
||||
Restructuring and repositioning expenses
|
26.7
|
|
|
8.9
|
|
|
17.8
|
|
|
0.26
|
|
||||
Accounts receivable reserve—Venezuela
|
10.0
|
|
|
3.5
|
|
|
6.5
|
|
|
0.10
|
|
||||
Third-party acquisition-related costs
|
2.9
|
|
|
1.1
|
|
|
1.8
|
|
|
0.03
|
|
||||
Provisional charge related to the U.S. Tax Cuts and Jobs Act of 2017
|
|
|
(143.0
|
)
|
|
143.0
|
|
|
2.10
|
|
|||||
Discrete tax items, including adjustments to uncertain tax positions
|
|
|
2.7
|
|
|
(2.7
|
)
|
|
(0.04
|
)
|
|||||
Adjusted EPS
|
|
|
|
|
|
|
$
|
3.40
|
|
|
Year Ended December 31,
|
||||||||||
(In millions)
|
2019
|
|
2018
|
|
2017
|
||||||
Third-party costs of manufacturing and business transformation programs
|
$
|
7.4
|
|
|
$
|
13.7
|
|
|
$
|
8.2
|
|
Employee severance and accelerated stock compensation
|
5.8
|
|
|
12.3
|
|
|
13.5
|
|
|||
Costs related to plant closures
|
—
|
|
|
13.4
|
|
|
0.6
|
|
|||
Write-off of engineering costs
|
—
|
|
|
8.5
|
|
|
—
|
|
|||
Costs related to the Separation
|
—
|
|
|
0.2
|
|
|
0.9
|
|
|||
Other
|
0.5
|
|
|
(1.7
|
)
|
|
3.5
|
|
|||
Total restructuring and repositioning expenses
|
$
|
13.7
|
|
|
$
|
46.4
|
|
|
$
|
26.7
|
|
(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.
|
(In millions)
|
Maximum
Borrowing
Amount
|
|
Available
Liquidity
|
|
Expiration Date
|
||||
China
|
$
|
11.9
|
|
|
$
|
9.5
|
|
|
April 3, 2023
|
Singapore
|
18.0
|
|
|
9.1
|
|
|
April 3, 2023
|
||
Other countries
|
21.3
|
|
|
20.4
|
|
|
April 3, 2023, as well as open-ended
|
||
Total
|
$
|
51.2
|
|
|
$
|
39.0
|
|
|
|
|
Year Ended December 31,
|
||||||||||
(In millions)
|
2019
|
|
2018
|
|
2017
|
||||||
Net cash provided by (used for) operating activities from continuing operations
|
$
|
392.1
|
|
|
$
|
342.0
|
|
|
$
|
319.2
|
|
Net cash provided by (used for) investing activities from continuing operations
|
(210.1
|
)
|
|
(618.5
|
)
|
|
(129.2
|
)
|
|||
Net cash provided by (used for) financing activities from continuing operations
|
(99.4
|
)
|
|
316.5
|
|
|
(134.8
|
)
|
|||
Effect of currency exchange rate changes on cash and cash equivalents
|
(0.7
|
)
|
|
(2.5
|
)
|
|
7.7
|
|
|||
Net increase (decrease) in cash and cash equivalents
|
81.9
|
|
|
37.5
|
|
|
62.9
|
|
|||
Cash and cash equivalents, beginning of period
|
201.0
|
|
|
163.5
|
|
|
100.6
|
|
|||
Cash and cash equivalents, end of period
|
$
|
282.9
|
|
|
$
|
201.0
|
|
|
$
|
163.5
|
|
|
Payments Due by Period
|
||||||||||||||||||
(In millions)
|
Total
|
|
1 Year or Less
|
|
2-3
Years
|
|
4-5
Years
|
|
More Than 5 Years
|
||||||||||
Debt
|
$
|
1,980.4
|
|
|
$
|
23.1
|
|
|
$
|
735.1
|
|
|
$
|
330.5
|
|
|
$
|
891.7
|
|
Expected interest payments on debt(1)
|
343.3
|
|
|
93.2
|
|
|
139.3
|
|
|
101.6
|
|
|
9.2
|
|
|||||
Operating lease obligations
|
47.1
|
|
|
11.1
|
|
|
13.6
|
|
|
5.7
|
|
|
16.7
|
|
|||||
Operating commitments(2)
|
176.8
|
|
|
143.9
|
|
|
31.0
|
|
|
1.9
|
|
|
—
|
|
|||||
Pension funding requirements per ERISA(3)
|
5.5
|
|
|
0.5
|
|
|
1.1
|
|
|
3.9
|
|
|
—
|
|
|||||
Funding requirements for non-U.S. retirement plans(4)
|
48.3
|
|
|
9.1
|
|
|
19.0
|
|
|
20.2
|
|
|
—
|
|
|||||
Total Contractual Obligations
|
$
|
2,601.4
|
|
|
$
|
280.9
|
|
|
$
|
939.1
|
|
|
$
|
463.8
|
|
|
$
|
917.6
|
|
(1)
|
Amounts are based on current interest rates as of December 31, 2019, for principal debt outstanding as of December 31, 2019. Actual interest payments may vary based on any interest rate swaps in effect.
|
(2)
|
Amounts do not include open purchase commitments, which are routine in nature and normally settle within 90 days, or obligations to employees under annual or long-term incentive programs.
|
(3)
|
Based on the U.S. qualified pension plans’ status as of December 31, 2019, minimum funding requirements under ERISA have been estimated for the next five years. Amounts in subsequent years or additional payments have not yet been determined.
|
(4)
|
Based on the non-U.S. retirement plans’ status as of December 31, 2019, funding requirements have been estimated for the next five years. Amounts in subsequent years have not yet been determined.
|
|
Fully-Funded
Pension Plans(1)
|
|
Underfunded
Pension Plans(1)
|
|
Unfunded
Pension Plans(2)
|
||||||||||||||||||
(In millions)
|
2019
|
|
2018
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||||||
Projected benefit obligation
|
$
|
35.6
|
|
|
$
|
32.4
|
|
|
$
|
1,022.8
|
|
|
$
|
920.3
|
|
|
$
|
448.5
|
|
|
$
|
380.0
|
|
Fair value of plan assets
|
44.1
|
|
|
38.1
|
|
|
936.7
|
|
|
852.5
|
|
|
—
|
|
|
—
|
|
||||||
Funded status (PBO basis)
|
$
|
8.5
|
|
|
$
|
5.7
|
|
|
$
|
(86.1
|
)
|
|
$
|
(67.8
|
)
|
|
$
|
(448.5
|
)
|
|
$
|
(380.0
|
)
|
(1)
|
Plans intended to be advance-funded.
|
(2)
|
Plans intended to be pay-as-you-go.
|
(In millions)
|
2019
|
|
2018
|
|
2017
|
||||||
U.S. advance-funded plans
|
$
|
0.1
|
|
|
$
|
50.0
|
|
|
$
|
2.1
|
|
U.S. pay-as-you-go plans
|
6.6
|
|
|
6.9
|
|
|
7.5
|
|
|||
Non-U.S. advance-funded plans
|
1.5
|
|
|
1.9
|
|
|
1.1
|
|
|||
Non-U.S. pay-as-you-go plans
|
7.6
|
|
|
7.7
|
|
|
7.1
|
|
|||
Total Cash Contributions
|
$
|
15.8
|
|
|
$
|
66.5
|
|
|
$
|
17.8
|
|
Change in Assumption
(In millions)
|
Effect on 2020
Pre-Tax Pension
Expense
|
|
Effect on December 31, 2019 PBO
|
||||
25 basis point decrease in discount rate
|
$
|
(1
|
)
|
|
$
|
35
|
|
25 basis point increase in discount rate
|
1
|
|
|
(33
|
)
|
||
25 basis point decrease in expected return on plan assets
|
2
|
|
|
—
|
|
||
25 basis point increase in expected return on plan assets
|
(2
|
)
|
|
—
|
|
(In millions)
|
2020
|
|
2021
|
||||
Payable—interest and principal in euro
|
€
|
5.8
|
|
|
€
|
174.4
|
|
Receivable—interest and principal in U.S. dollars
|
$
|
9.8
|
|
|
$
|
197.6
|
|
(In millions)
|
December 31,
2019 |
||
Current asset
|
$
|
3.1
|
|
Noncurrent liability
|
(4.0
|
)
|
|
Net fair value
|
$
|
(0.9
|
)
|
(In millions)
|
2020
|
|
2021
|
|
2022
|
|
2023
|
||||||||
Payable—interest and principal in euro
|
€
|
14.6
|
|
|
€
|
14.5
|
|
|
€
|
14.4
|
|
|
€
|
505.9
|
|
Receivable—interest and principal in U.S. dollars
|
$
|
28.2
|
|
|
$
|
27.9
|
|
|
$
|
27.6
|
|
|
$
|
579.9
|
|
(In millions)
|
December 31,
2019 |
||
Current asset
|
$
|
10.2
|
|
Noncurrent liability
|
(6.8
|
)
|
|
Net fair value
|
$
|
3.4
|
|
/s/ HUDSON LA FORCE
|
|
/s/ WILLIAM C. DOCKMAN
|
Hudson La Force
President and Chief Executive Officer
(Principal Executive Officer)
|
|
William C. Dockman
Senior Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) |
Date: February 27, 2020
|
|
|
|
Year Ended December 31,
|
||||||||||
(In millions, except per share amounts)
|
2019
|
|
2018
|
|
2017
|
||||||
Net sales
|
$
|
1,958.1
|
|
|
$
|
1,932.1
|
|
|
$
|
1,716.5
|
|
Cost of goods sold
|
1,164.4
|
|
|
1,165.4
|
|
|
1,040.4
|
|
|||
Gross profit
|
793.7
|
|
|
766.7
|
|
|
676.1
|
|
|||
Selling, general and administrative expenses
|
299.0
|
|
|
300.4
|
|
|
268.4
|
|
|||
Research and development expenses
|
64.5
|
|
|
62.7
|
|
|
56.3
|
|
|||
Costs related to legacy matters
|
103.5
|
|
|
82.3
|
|
|
33.1
|
|
|||
Restructuring and repositioning expenses
|
13.7
|
|
|
46.4
|
|
|
26.7
|
|
|||
Equity in earnings of unconsolidated affiliate
|
(27.8
|
)
|
|
(31.8
|
)
|
|
(25.9
|
)
|
|||
Interest expense and related financing costs
|
76.7
|
|
|
80.2
|
|
|
79.5
|
|
|||
Other (income) expense, net
|
80.6
|
|
|
(18.4
|
)
|
|
27.1
|
|
|||
Total costs and expenses
|
610.2
|
|
|
521.8
|
|
|
465.2
|
|
|||
Income (loss) before income taxes
|
183.5
|
|
|
244.9
|
|
|
210.9
|
|
|||
(Provision for) benefit from income taxes
|
(56.8
|
)
|
|
(78.1
|
)
|
|
(200.5
|
)
|
|||
Net income (loss)
|
126.7
|
|
|
166.8
|
|
|
10.4
|
|
|||
Less: Net (income) loss attributable to noncontrolling interests
|
(0.4
|
)
|
|
0.8
|
|
|
0.8
|
|
|||
Net income (loss) attributable to W. R. Grace & Co. shareholders
|
$
|
126.3
|
|
|
$
|
167.6
|
|
|
$
|
11.2
|
|
Earnings Per Share Attributable to W. R. Grace & Co. Shareholders
|
|
|
|
|
|
||||||
Basic earnings per share:
|
|
|
|
|
|
||||||
Net income (loss)
|
$
|
1.89
|
|
|
$
|
2.49
|
|
|
$
|
0.16
|
|
Weighted average number of basic shares
|
66.8
|
|
|
67.2
|
|
|
68.1
|
|
|||
Diluted earnings per share:
|
|
|
|
|
|
||||||
Net income (loss)
|
$
|
1.89
|
|
|
$
|
2.49
|
|
|
$
|
0.16
|
|
Weighted average number of diluted shares
|
66.9
|
|
|
67.3
|
|
|
68.2
|
|
|||
Dividends per common share
|
$
|
1.08
|
|
|
$
|
0.96
|
|
|
$
|
0.84
|
|
|
Year Ended December 31,
|
||||||||||
(In millions)
|
2019
|
|
2018
|
|
2017
|
||||||
Net income (loss)
|
$
|
126.7
|
|
|
$
|
166.8
|
|
|
$
|
10.4
|
|
Other comprehensive income (loss), net of income taxes:
|
|
|
|
|
|
||||||
Defined benefit pension and other postretirement plans
|
(0.7
|
)
|
|
(0.9
|
)
|
|
(1.3
|
)
|
|||
Currency translation adjustments
|
16.5
|
|
|
32.4
|
|
|
(26.0
|
)
|
|||
Gain (loss) from hedging activities
|
(4.9
|
)
|
|
(5.7
|
)
|
|
0.8
|
|
|||
Total other comprehensive income (loss), net of income taxes
|
10.9
|
|
|
25.8
|
|
|
(26.5
|
)
|
|||
Comprehensive income (loss)
|
137.6
|
|
|
192.6
|
|
|
(16.1
|
)
|
|||
Less: comprehensive (income) loss attributable to noncontrolling interests
|
(0.4
|
)
|
|
0.8
|
|
|
0.8
|
|
|||
Comprehensive income (loss) attributable to W. R. Grace & Co. shareholders
|
$
|
137.2
|
|
|
$
|
193.4
|
|
|
$
|
(15.3
|
)
|
|
Year Ended December 31,
|
||||||||||
(In millions)
|
2019
|
|
2018
|
|
2017
|
||||||
OPERATING ACTIVITIES
|
|
|
|
|
|
||||||
Net income (loss)
|
$
|
126.7
|
|
|
$
|
166.8
|
|
|
$
|
10.4
|
|
Reconciliation to net cash provided by (used for) operating activities:
|
|
|
|
|
|
||||||
Depreciation and amortization
|
100.3
|
|
|
100.8
|
|
|
111.5
|
|
|||
Equity in earnings of unconsolidated affiliate
|
(27.8
|
)
|
|
(31.8
|
)
|
|
(25.9
|
)
|
|||
Dividends received from unconsolidated affiliate
|
—
|
|
|
—
|
|
|
19.0
|
|
|||
Costs related to legacy product, environmental, and other claims
|
103.5
|
|
|
82.3
|
|
|
33.1
|
|
|||
Cash paid for legacy product, environmental, and other claims
|
(19.3
|
)
|
|
(22.9
|
)
|
|
(54.5
|
)
|
|||
Provision for (benefit from) income taxes
|
56.8
|
|
|
78.1
|
|
|
200.5
|
|
|||
Cash paid for income taxes
|
(52.8
|
)
|
|
(54.0
|
)
|
|
(61.8
|
)
|
|||
Income tax refunds received
|
10.5
|
|
|
0.7
|
|
|
34.2
|
|
|||
Defined benefit pension expense (income)
|
104.3
|
|
|
0.7
|
|
|
64.1
|
|
|||
Cash paid under defined benefit pension arrangements
|
(15.8
|
)
|
|
(66.5
|
)
|
|
(17.8
|
)
|
|||
Stock compensation expense
|
14.6
|
|
|
18.6
|
|
|
11.0
|
|
|||
Loss on early extinguishment of debt
|
—
|
|
|
4.8
|
|
|
—
|
|
|||
Accounts receivable reserve—Venezuela
|
—
|
|
|
—
|
|
|
10.0
|
|
|||
Changes in assets and liabilities, excluding effect of currency translation and acquisitions:
|
|
|
|
|
|
||||||
Trade accounts receivable
|
(18.7
|
)
|
|
2.5
|
|
|
(4.9
|
)
|
|||
Inventories
|
(30.1
|
)
|
|
(26.1
|
)
|
|
4.4
|
|
|||
Accounts payable
|
28.0
|
|
|
24.2
|
|
|
(2.5
|
)
|
|||
Deferred revenue
|
(5.3
|
)
|
|
35.6
|
|
|
4.7
|
|
|||
All other items, net
|
17.2
|
|
|
28.2
|
|
|
(16.3
|
)
|
|||
Net cash provided by (used for) operating activities
|
392.1
|
|
|
342.0
|
|
|
319.2
|
|
|||
INVESTING ACTIVITIES
|
|
|
|
|
|
||||||
Capital expenditures
|
(194.1
|
)
|
|
(216.3
|
)
|
|
(125.2
|
)
|
|||
Business acquired, net of cash acquired
|
(22.8
|
)
|
|
(418.0
|
)
|
|
(3.5
|
)
|
|||
Other investing activities
|
6.8
|
|
|
15.8
|
|
|
(0.5
|
)
|
|||
Net cash provided by (used for) investing activities
|
(210.1
|
)
|
|
(618.5
|
)
|
|
(129.2
|
)
|
|||
FINANCING ACTIVITIES
|
|
|
|
|
|
||||||
Borrowings under credit arrangements
|
13.0
|
|
|
1,024.0
|
|
|
114.4
|
|
|||
Repayments under credit arrangements
|
(24.2
|
)
|
|
(587.8
|
)
|
|
(143.9
|
)
|
|||
Cash paid for debt financing costs
|
—
|
|
|
(11.8
|
)
|
|
—
|
|
|||
Cash paid for repurchases of common stock
|
(29.8
|
)
|
|
(80.0
|
)
|
|
(65.0
|
)
|
|||
Proceeds from exercise of stock options
|
19.1
|
|
|
6.7
|
|
|
16.4
|
|
|||
Dividends paid to shareholders
|
(72.6
|
)
|
|
(64.6
|
)
|
|
(57.3
|
)
|
|||
Cash received from hedge settlement
|
—
|
|
|
33.1
|
|
|
—
|
|
|||
Other financing activities
|
(4.9
|
)
|
|
(3.1
|
)
|
|
0.6
|
|
|||
Net cash provided by (used for) financing activities
|
(99.4
|
)
|
|
316.5
|
|
|
(134.8
|
)
|
|||
Effect of currency exchange rate changes on cash and cash equivalents
|
(0.7
|
)
|
|
(2.5
|
)
|
|
7.7
|
|
|||
Net increase (decrease) in cash and cash equivalents
|
81.9
|
|
|
37.5
|
|
|
62.9
|
|
|||
Cash, cash equivalents, and restricted cash, beginning of period
|
201.0
|
|
|
163.5
|
|
|
100.6
|
|
|||
Cash, cash equivalents, and restricted cash, end of period
|
$
|
282.9
|
|
|
$
|
201.0
|
|
|
$
|
163.5
|
|
|
|
|
|
|
|
||||||
Supplemental disclosure of cash flow information
|
|
|
|
|
|
||||||
Cash paid for interest, net of amounts capitalized
|
$
|
67.7
|
|
|
$
|
75.2
|
|
|
$
|
68.7
|
|
Capital expenditures included in accounts payable
|
49.8
|
|
|
31.0
|
|
|
41.4
|
|
|||
Expenditures for other investing activities included in accounts payable
|
16.2
|
|
|
16.9
|
|
|
2.7
|
|
|||
Net share settled stock option exercises
|
9.7
|
|
|
8.2
|
|
|
1.2
|
|
|
December 31,
|
||||||
(In millions, except par value and shares)
|
2019
|
|
2018
|
||||
ASSETS
|
|
|
|
||||
Current Assets
|
|
|
|
||||
Cash and cash equivalents
|
$
|
282.5
|
|
|
$
|
200.5
|
|
Restricted cash and cash equivalents
|
0.4
|
|
|
0.5
|
|
||
Trade accounts receivable, less allowance of $13.3 (2018—$11.6)
|
307.0
|
|
|
288.5
|
|
||
Inventories
|
309.9
|
|
|
281.1
|
|
||
Other current assets
|
235.1
|
|
|
86.7
|
|
||
Total Current Assets
|
1,134.9
|
|
|
857.3
|
|
||
Properties and equipment, net of accumulated depreciation and amortization of $1,497.0 (2018—$1,482.8)
|
1,143.8
|
|
|
1,011.7
|
|
||
Goodwill
|
556.9
|
|
|
540.4
|
|
||
Technology and other intangible assets, net
|
342.8
|
|
|
356.5
|
|
||
Deferred income taxes
|
517.6
|
|
|
529.4
|
|
||
Investment in unconsolidated affiliate
|
181.9
|
|
|
156.1
|
|
||
Other assets
|
54.7
|
|
|
113.9
|
|
||
Total Assets
|
$
|
3,932.6
|
|
|
$
|
3,565.3
|
|
LIABILITIES AND EQUITY
|
|
|
|
||||
Current Liabilities
|
|
|
|
||||
Debt payable within one year
|
$
|
23.1
|
|
|
$
|
22.3
|
|
Accounts payable
|
302.3
|
|
|
248.6
|
|
||
Other current liabilities
|
419.7
|
|
|
243.5
|
|
||
Total Current Liabilities
|
745.1
|
|
|
514.4
|
|
||
Debt payable after one year
|
1,957.3
|
|
|
1,961.0
|
|
||
Unfunded defined benefit pension plans
|
434.6
|
|
|
366.0
|
|
||
Underfunded defined benefit pension plans
|
85.2
|
|
|
67.1
|
|
||
Other liabilities
|
308.2
|
|
|
319.8
|
|
||
Total Liabilities
|
3,530.4
|
|
|
3,228.3
|
|
||
Commitments and Contingencies—Note 10
|
|
|
|
||||
Equity
|
|
|
|
||||
Common stock issued, par value $0.01; 300,000,000 shares authorized; outstanding: 66,735,913 (2018—66,792,968)
|
0.7
|
|
|
0.7
|
|
||
Paid-in capital
|
477.9
|
|
|
481.1
|
|
||
Retained earnings
|
730.5
|
|
|
676.7
|
|
||
Treasury stock, at cost: shares: 10,720,720 (2018—10,663,659)
|
(892.2
|
)
|
|
(895.5
|
)
|
||
Accumulated other comprehensive income (loss)
|
78.8
|
|
|
67.9
|
|
||
Total W. R. Grace & Co. Shareholders’ Equity
|
395.7
|
|
|
330.9
|
|
||
Noncontrolling interests
|
6.5
|
|
|
6.1
|
|
||
Total Equity
|
402.2
|
|
|
337.0
|
|
||
Total Liabilities and Equity
|
$
|
3,932.6
|
|
|
$
|
3,565.3
|
|
(In millions)
|
Common
Stock and
Paid-in
Capital
|
|
Retained
Earnings
|
|
Treasury
Stock
|
|
Accumulated
Other
Comprehensive
(Loss) Income
|
|
Noncontrolling
Interests
|
|
Total
Equity
|
||||||||||||
Balance, December 31, 2016
|
$
|
488.0
|
|
|
$
|
619.3
|
|
|
$
|
(804.9
|
)
|
|
$
|
66.4
|
|
|
$
|
3.6
|
|
|
$
|
372.4
|
|
Net income (loss)
|
—
|
|
|
11.2
|
|
|
—
|
|
|
—
|
|
|
(0.8
|
)
|
|
10.4
|
|
||||||
Repurchase of common stock
|
—
|
|
|
—
|
|
|
(65.0
|
)
|
|
—
|
|
|
—
|
|
|
(65.0
|
)
|
||||||
Stock-based compensation
|
11.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11.0
|
|
||||||
Exercise of stock options
|
(18.9
|
)
|
|
—
|
|
|
35.0
|
|
|
—
|
|
|
—
|
|
|
16.1
|
|
||||||
Payments in consideration of employee tax obligations related to stock-based compensation
|
(2.5
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2.5
|
)
|
||||||
Shares issued
|
(2.1
|
)
|
|
—
|
|
|
2.8
|
|
|
—
|
|
|
—
|
|
|
0.7
|
|
||||||
Dividends declared
|
—
|
|
|
(57.4
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(57.4
|
)
|
||||||
Contribution from joint venture partner
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4.1
|
|
|
4.1
|
|
||||||
Other comprehensive income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
(26.5
|
)
|
|
—
|
|
|
(26.5
|
)
|
||||||
Balance, December 31, 2017
|
475.5
|
|
|
573.1
|
|
|
(832.1
|
)
|
|
39.9
|
|
|
6.9
|
|
|
263.3
|
|
||||||
Net income (loss)
|
—
|
|
|
167.6
|
|
|
—
|
|
|
—
|
|
|
(0.8
|
)
|
|
166.8
|
|
||||||
Repurchase of common stock
|
—
|
|
|
—
|
|
|
(80.0
|
)
|
|
—
|
|
|
—
|
|
|
(80.0
|
)
|
||||||
Stock-based compensation
|
18.6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
18.6
|
|
||||||
Exercise of stock options
|
(4.2
|
)
|
|
—
|
|
|
10.6
|
|
|
—
|
|
|
—
|
|
|
6.4
|
|
||||||
Payments in consideration of employee tax obligations related to stock-based compensation
|
(2.9
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2.9
|
)
|
||||||
Shares issued
|
(5.2
|
)
|
|
—
|
|
|
6.0
|
|
|
—
|
|
|
—
|
|
|
0.8
|
|
||||||
Dividends declared
|
—
|
|
|
(64.3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(64.3
|
)
|
||||||
Other comprehensive income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
25.8
|
|
|
—
|
|
|
25.8
|
|
||||||
Effect of adopting ASC 606
|
—
|
|
|
2.5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2.5
|
|
||||||
Effect of adopting ASU 2018-02
|
—
|
|
|
(2.2
|
)
|
|
—
|
|
|
2.2
|
|
|
—
|
|
|
—
|
|
||||||
Balance, December 31, 2018
|
481.8
|
|
|
676.7
|
|
|
(895.5
|
)
|
|
67.9
|
|
|
6.1
|
|
|
337.0
|
|
||||||
Net income (loss)
|
—
|
|
|
126.3
|
|
|
—
|
|
|
—
|
|
|
0.4
|
|
|
126.7
|
|
||||||
Repurchase of common stock
|
—
|
|
|
—
|
|
|
(29.8
|
)
|
|
—
|
|
|
—
|
|
|
(29.8
|
)
|
||||||
Stock-based compensation
|
14.6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
14.6
|
|
||||||
Exercise of stock options
|
(5.0
|
)
|
|
—
|
|
|
24.1
|
|
|
—
|
|
|
—
|
|
|
19.1
|
|
||||||
Payments in consideration of employee tax obligations related to stock-based compensation
|
(4.9
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4.9
|
)
|
||||||
Shares issued
|
(7.9
|
)
|
|
—
|
|
|
9.0
|
|
|
—
|
|
|
—
|
|
|
1.1
|
|
||||||
Dividends declared
|
—
|
|
|
(72.5
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(72.5
|
)
|
||||||
Other comprehensive income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
10.9
|
|
|
—
|
|
|
10.9
|
|
||||||
Balance, December 31, 2019
|
$
|
478.6
|
|
|
$
|
730.5
|
|
|
$
|
(892.2
|
)
|
|
$
|
78.8
|
|
|
$
|
6.5
|
|
|
$
|
402.2
|
|
•
|
Realization values of net deferred tax assets, which depend on projections of future taxable income (see Note 7);
|
•
|
Pension and postretirement liabilities, which depend on assumptions regarding participant life spans, future inflation, discount rates and total returns on invested funds (see Note 8);
|
•
|
Carrying values of goodwill and other intangible assets, which depend on assumptions of future earnings and cash flows (see Note 4 and Note 20); and
|
•
|
Contingent liabilities, which depend on an assessment of the probability of loss and an estimate of ultimate obligation, such as litigation, environmental remediation, and other legacy liabilities (see Note 10).
|
|
December 31,
|
||||||
(In millions)
|
2019
|
|
2018
|
||||
Raw materials
|
$
|
64.2
|
|
|
$
|
56.3
|
|
In process
|
55.7
|
|
|
49.1
|
|
||
Finished products
|
154.4
|
|
|
144.5
|
|
||
Other
|
35.6
|
|
|
31.2
|
|
||
|
$
|
309.9
|
|
|
$
|
281.1
|
|
|
December 31,
|
||||||
(In millions)
|
2019
|
|
2018
|
||||
Land
|
$
|
29.5
|
|
|
$
|
28.4
|
|
Buildings
|
438.9
|
|
|
425.0
|
|
||
Information technology and equipment
|
131.3
|
|
|
142.9
|
|
||
Machinery, equipment and other
|
1,754.5
|
|
|
1,668.9
|
|
||
Projects under construction
|
286.6
|
|
|
229.3
|
|
||
Properties and equipment, gross
|
2,640.8
|
|
|
2,494.5
|
|
||
Accumulated depreciation and amortization
|
(1,497.0
|
)
|
|
(1,482.8
|
)
|
||
Properties and equipment, net
|
$
|
1,143.8
|
|
|
$
|
1,011.7
|
|
(in millions)
|
Amount
|
|
Balance Sheet Location
|
||
Operating lease right of use asset
|
$
|
34.9
|
|
|
Other assets
|
Operating lease liability—current
|
9.3
|
|
|
Other current liabilities
|
|
Operating lease liability—noncurrent
|
26.2
|
|
|
Other liabilities
|
(In millions)
|
Year Ended December 31, 2019
|
||
Operating lease cost
|
$
|
12.1
|
|
Short-term and variable lease cost
|
17.9
|
|
|
Total lease cost
|
$
|
30.0
|
|
|
|
||
Cash payments related to operating leases
|
$
|
12.0
|
|
Right-of-use assets obtained in exchange for new operating lease liabilities
|
17.0
|
|
|
December 31,
2019 |
|
Weighted average discount rate
|
6.4
|
%
|
Weighted average remaining lease term
|
8.2
|
|
|
(In millions)
|
||
2020
|
$
|
11.1
|
|
2021
|
8.0
|
|
|
2022
|
5.6
|
|
|
2023
|
3.2
|
|
|
2024
|
2.5
|
|
|
Thereafter
|
16.7
|
|
|
Total undiscounted lease payments
|
47.1
|
|
|
Less: imputed interest
|
11.6
|
|
|
Present value of lease liabilities
|
$
|
35.5
|
|
(In millions)
|
Catalysts Technologies
|
|
Materials Technologies
|
|
Total Grace
|
||||||
Balance, December 31, 2017
|
$
|
357.7
|
|
|
$
|
44.7
|
|
|
$
|
402.4
|
|
Goodwill acquired during the year
|
140.6
|
|
|
—
|
|
|
140.6
|
|
|||
Foreign currency translation
|
(2.0
|
)
|
|
(0.6
|
)
|
|
(2.6
|
)
|
|||
Balance, December 31, 2018
|
496.3
|
|
|
44.1
|
|
|
540.4
|
|
|||
Goodwill acquired during the year
|
17.8
|
|
|
—
|
|
|
17.8
|
|
|||
Foreign currency translation
|
(1.0
|
)
|
|
(0.3
|
)
|
|
(1.3
|
)
|
|||
Balance, December 31, 2019
|
$
|
513.1
|
|
|
$
|
43.8
|
|
|
$
|
556.9
|
|
|
12/31/2019
|
|
12/31/2018
|
||||||||||||
(In millions)
|
Gross Carrying
Amount
|
|
Accumulated
Amortization
|
|
Gross Carrying
Amount |
|
Accumulated
Amortization |
||||||||
Technology
|
$
|
232.5
|
|
|
$
|
63.6
|
|
|
$
|
226.2
|
|
|
$
|
52.4
|
|
Customer lists
|
161.2
|
|
|
23.9
|
|
|
161.2
|
|
|
15.7
|
|
||||
Trademarks
|
31.7
|
|
|
5.5
|
|
|
29.8
|
|
|
4.0
|
|
||||
Other
|
16.1
|
|
|
5.7
|
|
|
16.1
|
|
|
4.7
|
|
||||
Total
|
$
|
441.5
|
|
|
$
|
98.7
|
|
|
$
|
433.3
|
|
|
$
|
76.8
|
|
|
(In millions)
|
||
2020
|
$
|
22.1
|
|
2021
|
21.8
|
|
|
2022
|
21.7
|
|
|
2023
|
21.7
|
|
|
2024
|
21.7
|
|
|
Thereafter
|
233.8
|
|
|
|
$
|
342.8
|
|
|
December 31,
|
||||||
(In millions)
|
2019
|
|
2018
|
||||
2018 U.S. dollar term loan, net of unamortized debt issuance costs of $7.2 at December 31, 2019 (2018—$8.7)
|
$
|
930.9
|
|
|
$
|
938.9
|
|
5.125% senior notes due 2021, net of unamortized debt issuance costs of $2.7 at December 31, 2019 (2018—$4.2)
|
697.3
|
|
|
695.8
|
|
||
5.625% senior notes due 2024, net of unamortized debt issuance costs of $2.4 at December 31, 2019 (2018—$3.0)
|
297.6
|
|
|
297.0
|
|
||
Debt payable to unconsolidated affiliate
|
47.4
|
|
|
48.1
|
|
||
Other borrowings(1)
|
7.2
|
|
|
3.5
|
|
||
Total debt
|
1,980.4
|
|
|
1,983.3
|
|
||
Less debt payable within one year
|
23.1
|
|
|
22.3
|
|
||
Debt payable after one year
|
$
|
1,957.3
|
|
|
$
|
1,961.0
|
|
Weighted average interest rates on total debt
|
3.8
|
%
|
|
3.9
|
%
|
(1)
|
Represents borrowings under various lines of credit and other borrowings, primarily by non-U.S. subsidiaries.
|
|
(In millions)
|
||
2020
|
$
|
23.1
|
|
2021
|
716.6
|
|
|
2022
|
18.5
|
|
|
2023
|
17.5
|
|
|
2024
|
313.0
|
|
|
Thereafter
|
891.7
|
|
|
Total debt
|
$
|
1,980.4
|
|
(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.
|
(a)
|
$700 million in aggregate principal amount of Notes due 2021 at a coupon rate of 5.125%, and
|
(b)
|
$300 million in aggregate principal amount of Notes due 2024 at a coupon rate of 5.625%.
|
|
December 31, 2019
|
|
December 31, 2018
|
||||||||||||
(In millions)
|
Carrying Amount
|
|
Fair Value
|
|
Carrying Amount
|
|
Fair Value
|
||||||||
2018 U.S. dollar term loan(1)
|
$
|
930.9
|
|
|
$
|
938.1
|
|
|
$
|
938.9
|
|
|
$
|
914.8
|
|
5.125% senior notes due 2021(2)
|
697.3
|
|
|
727.1
|
|
|
695.8
|
|
|
697.5
|
|
||||
5.625% senior notes due 2024(2)
|
297.6
|
|
|
329.2
|
|
|
297.0
|
|
|
301.8
|
|
||||
Other borrowings
|
54.6
|
|
|
54.6
|
|
|
51.6
|
|
|
51.6
|
|
||||
Total debt
|
$
|
1,980.4
|
|
|
$
|
2,049.0
|
|
|
$
|
1,983.3
|
|
|
$
|
1,965.7
|
|
(1)
|
Carrying amounts are net of unamortized debt issuance costs and discounts of $7.2 million and $8.7 million as of December 31, 2019 and 2018, respectively.
|
(2)
|
Carrying amounts are net of unamortized debt issuance costs of $2.7 million and $2.4 million at December 31, 2019, and $4.2 million and $3.0 million as of December 31, 2018, related to the 5.125% senior notes due 2021 and 5.625% senior notes due 2024, respectively.
|
|
Fair Value Measurements at December 31, 2019, Using
|
||||||||||||||
(In millions)
|
Total
|
|
Quoted Prices in Active Markets for Identical Assets or Liabilities
(Level 1)
|
|
Significant Other Observable Inputs
(Level 2)
|
|
Significant Unobservable Inputs
(Level 3)
|
||||||||
Assets
|
|
|
|
|
|
|
|
||||||||
Currency derivatives
|
$
|
6.1
|
|
|
$
|
—
|
|
|
$
|
6.1
|
|
|
$
|
—
|
|
Variable-to-fixed cross-currency derivatives
|
3.4
|
|
|
—
|
|
|
3.4
|
|
|
—
|
|
||||
Total Assets
|
$
|
9.5
|
|
|
$
|
—
|
|
|
$
|
9.5
|
|
|
$
|
—
|
|
Liabilities
|
|
|
|
|
|
|
|
||||||||
Currency derivatives
|
$
|
0.9
|
|
|
$
|
—
|
|
|
$
|
0.9
|
|
|
$
|
—
|
|
Interest rate derivatives
|
3.4
|
|
|
—
|
|
|
3.4
|
|
|
—
|
|
||||
Total Liabilities
|
$
|
4.3
|
|
|
$
|
—
|
|
|
$
|
4.3
|
|
|
$
|
—
|
|
|
Fair Value Measurements at December 31, 2018, Using
|
||||||||||||||
(In millions)
|
Total
|
|
Quoted Prices in Active Markets for Identical Assets or Liabilities
(Level 1) |
|
Significant Other Observable Inputs
(Level 2) |
|
Significant Unobservable Inputs
(Level 3) |
||||||||
Assets
|
|
|
|
|
|
|
|
||||||||
Currency derivatives
|
$
|
3.7
|
|
|
$
|
—
|
|
|
$
|
3.7
|
|
|
$
|
—
|
|
Total Assets
|
$
|
3.7
|
|
|
$
|
—
|
|
|
$
|
3.7
|
|
|
$
|
—
|
|
Liabilities
|
|
|
|
|
|
|
|
||||||||
Currency derivatives
|
$
|
10.5
|
|
|
$
|
—
|
|
|
$
|
10.5
|
|
|
$
|
—
|
|
Variable-to-fixed cross-currency derivatives
|
3.6
|
|
|
|
|
|
3.6
|
|
|
|
|
||||
Interest rate derivatives
|
0.8
|
|
|
—
|
|
|
0.8
|
|
|
—
|
|
||||
Total Liabilities
|
$
|
14.9
|
|
|
$
|
—
|
|
|
$
|
14.9
|
|
|
$
|
—
|
|
|
Asset Derivatives
|
|
Liability Derivatives
|
||||||||
December 31, 2019
(In millions) |
Balance Sheet
Location
|
|
Fair
Value
|
|
Balance Sheet
Location
|
|
Fair
Value
|
||||
Derivatives designated as hedging instruments under ASC 815:
|
|
|
|
|
|
|
|
||||
Currency contracts
|
Other current assets
|
|
$
|
2.1
|
|
|
Other current assets
|
|
$
|
(3.1
|
)
|
Currency contracts
|
Other assets
|
|
4.0
|
|
|
Other liabilities
|
|
4.0
|
|
||
Interest rate contracts
|
Other current assets
|
|
—
|
|
|
Other current liabilities
|
|
1.0
|
|
||
Interest rate contracts
|
Other assets
|
|
—
|
|
|
Other liabilities
|
|
2.4
|
|
||
Variable-to-fixed cross-currency swaps
|
Other current assets
|
|
10.2
|
|
|
Other current liabilities
|
|
—
|
|
||
Variable-to-fixed cross-currency swaps
|
Other liabilities
|
|
(6.8
|
)
|
|
Other liabilities
|
|
—
|
|
||
Derivatives not designated as hedging instruments under ASC 815:
|
|
|
|
|
|
|
|
||||
Currency contracts
|
Other current assets
|
|
—
|
|
|
Other current assets
|
|
(0.2
|
)
|
||
Currency contracts
|
Other current assets
|
|
—
|
|
|
Other current liabilities
|
|
0.2
|
|
||
Total derivatives
|
|
|
$
|
9.5
|
|
|
|
|
$
|
4.3
|
|
|
Asset Derivatives
|
|
Liability Derivatives
|
||||||||
December 31, 2018
(In millions) |
Balance Sheet
Location
|
|
Fair
Value
|
|
Balance Sheet
Location
|
|
Fair
Value
|
||||
Derivatives designated as hedging instruments under ASC 815:
|
|
|
|
|
|
|
|
||||
Currency contracts
|
Other current assets
|
|
$
|
2.4
|
|
|
Other current assets
|
|
$
|
(2.9
|
)
|
Currency contracts
|
Other assets
|
|
1.3
|
|
|
Other liabilities
|
|
12.9
|
|
||
Interest rate contracts
|
Other current assets
|
|
—
|
|
|
Other current liabilities
|
|
0.1
|
|
||
Interest rate contracts
|
Other assets
|
|
—
|
|
|
Other liabilities
|
|
0.7
|
|
||
Variable-to-fixed cross-currency swaps
|
Other current assets
|
|
—
|
|
|
Other current assets
|
|
(15.4
|
)
|
||
Variable-to-fixed cross-currency swaps
|
Other assets
|
|
—
|
|
|
Other liabilities
|
|
19.0
|
|
||
Derivatives not designated as hedging instruments under ASC 815:
|
|
|
|
|
|
|
|
||||
Currency contracts
|
Other current assets
|
|
—
|
|
|
Other current assets
|
|
(0.1
|
)
|
||
Currency contracts
|
Other current assets
|
|
—
|
|
|
Other current liabilities
|
|
0.6
|
|
||
Total derivatives
|
|
|
$
|
3.7
|
|
|
|
|
$
|
14.9
|
|
Year Ended December 31, 2019
(In millions) |
Amount of Gain (Loss) Recognized in OCI on Derivatives
|
|
Location of Gain (Loss) Reclassified from Accumulated OCI into Income
|
|
Amount of Gain (Loss) Reclassified from Accumulated OCI into Income
|
||||
Derivatives in ASC 815 cash flow hedging relationships:
|
|
|
|
|
|
||||
Interest rate contracts
|
$
|
(2.9
|
)
|
|
Interest expense
|
|
$
|
(0.3
|
)
|
Currency contracts(1)
|
2.4
|
|
|
Other expense
|
|
1.4
|
|
||
Variable-to-fixed cross-currency swaps
|
9.1
|
|
|
Interest expense
|
|
13.2
|
|
||
Variable-to-fixed cross-currency swaps
|
12.5
|
|
|
Other expense
|
|
12.5
|
|
||
Total derivatives
|
$
|
21.1
|
|
|
|
|
$
|
26.8
|
|
|
|
|
|
|
|
||||
|
|
Location of Gain (Loss) Recognized in Income on Derivatives
|
|
Amount of Gain (Loss) Recognized in Income on Derivatives
|
|||||
Derivatives not designated as hedging instruments under ASC 815:
|
|
|
|
|
|||||
Currency contracts
|
|
Other expense
|
|
$
|
(0.4
|
)
|
(1)
|
Amount of gain (loss) recognized in OCI includes $0.6 million excluded from the assessment of effectiveness for which the difference between changes in fair value and periodic amortization is recorded in OCI.
|
(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.
|
Year Ended December 31, 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 Accumulated OCI into Income
|
||||
Derivatives in ASC 815 cash flow hedging relationships:
|
|
|
|
|
|
||||
Interest rate contracts
|
$
|
0.9
|
|
|
Interest expense
|
|
$
|
(2.7
|
)
|
Currency contracts(1)
|
(3.6
|
)
|
|
Other expense
|
|
(2.9
|
)
|
||
Total derivatives
|
$
|
(2.7
|
)
|
|
|
|
$
|
(5.6
|
)
|
|
|
|
|
|
|
||||
|
|
Location of Gain (Loss) Recognized in Income on Derivatives
|
|
Amount of Gain (Loss) Recognized in Income on Derivatives
|
|||||
Derivatives not designated as hedging instruments under ASC 815:
|
|
|
|
|
|||||
Currency contracts
|
|
Other expense
|
|
$
|
1.0
|
|
(1)
|
Amount of gain (loss) recognized in OCI includes $(0.6) million excluded from the assessment of effectiveness for which the difference between changes in fair value and periodic amortization is recorded in OCI.
|
|
Year Ended December 31,
|
||||||||||||||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||||||||||||||
(In millions)
|
Interest expense
|
|
Other income (expense)
|
|
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
|
$
|
(76.7
|
)
|
|
$
|
(80.6
|
)
|
|
$
|
(80.2
|
)
|
|
$
|
18.4
|
|
|
$
|
(79.5
|
)
|
|
$
|
(27.1
|
)
|
Gain (loss) on cash flow hedging relationships in ASC 815
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest rate contracts
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Gain (loss) reclassified from accumulated OCI into income
|
$
|
(0.3
|
)
|
|
$
|
—
|
|
|
$
|
(0.6
|
)
|
|
$
|
—
|
|
|
$
|
(2.7
|
)
|
|
$
|
—
|
|
Variable-to-fixed cross-currency swaps
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Gain (loss) reclassified from AOCI
|
13.2
|
|
|
12.5
|
|
|
9.7
|
|
|
40.5
|
|
|
—
|
|
|
—
|
|
||||||
Currency contracts
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Gain (loss) reclassified from accumulated OCI into income
|
—
|
|
|
1.4
|
|
|
—
|
|
|
6.3
|
|
|
—
|
|
|
(2.9
|
)
|
||||||
Amount excluded from effectiveness testing recognized in earnings based on amortization approach (included in above)
|
—
|
|
|
2.8
|
|
|
—
|
|
|
3.0
|
|
|
—
|
|
|
0.6
|
|
|
Year Ended December 31,
|
||||||||||
(In millions)
|
2019
|
|
2018
|
|
2017
|
||||||
Derivatives in ASC 815 net investment hedging relationships:
|
|
|
|
|
|
||||||
Cross-currency swap
|
$
|
9.1
|
|
|
$
|
6.0
|
|
|
$
|
(21.9
|
)
|
Non-derivatives in ASC 815 net investment hedging relationships:
|
|
|
|
|
|
||||||
Foreign currency denominated debt
|
$
|
—
|
|
|
$
|
(4.4
|
)
|
|
$
|
(11.2
|
)
|
Foreign currency denominated deferred intercompany royalties
|
0.1
|
|
|
0.5
|
|
|
(6.5
|
)
|
|||
|
$
|
0.1
|
|
|
$
|
(3.9
|
)
|
|
$
|
(17.7
|
)
|
(In millions)
|
2019
|
|
2018
|
|
2017
|
||||||
Income from continuing operations before income taxes:
|
|
|
|
|
|
||||||
Domestic
|
$
|
79.2
|
|
|
$
|
82.2
|
|
|
$
|
28.3
|
|
Foreign
|
104.3
|
|
|
162.7
|
|
|
182.6
|
|
|||
Total
|
$
|
183.5
|
|
|
$
|
244.9
|
|
|
$
|
210.9
|
|
Benefit from (provision for) income taxes:
|
|
|
|
|
|
||||||
Federal—current
|
$
|
(6.3
|
)
|
|
$
|
(4.9
|
)
|
|
$
|
—
|
|
Federal—deferred
|
(19.8
|
)
|
|
(29.3
|
)
|
|
(144.6
|
)
|
|||
State and local—current
|
(0.5
|
)
|
|
1.6
|
|
|
0.2
|
|
|||
State and local—deferred
|
(5.8
|
)
|
|
(3.5
|
)
|
|
(1.7
|
)
|
|||
Foreign—current
|
(42.4
|
)
|
|
(49.9
|
)
|
|
(50.8
|
)
|
|||
Foreign—deferred
|
18.0
|
|
|
7.9
|
|
|
(3.6
|
)
|
|||
Total
|
$
|
(56.8
|
)
|
|
$
|
(78.1
|
)
|
|
$
|
(200.5
|
)
|
(In millions)
|
2019
|
|
2018
|
|
2017
|
||||||
Tax provision at U.S. federal income tax rate
|
$
|
(38.5
|
)
|
|
$
|
(51.4
|
)
|
|
$
|
(73.8
|
)
|
Change in benefit (provision) resulting from:
|
|
|
|
|
|
||||||
U.S. taxes on foreign earnings
|
(16.7
|
)
|
|
(30.9
|
)
|
|
(1.2
|
)
|
|||
Decrease (increase) in valuation allowance
|
(4.2
|
)
|
|
(6.3
|
)
|
|
(0.3
|
)
|
|||
Research and development credit
|
3.4
|
|
|
9.4
|
|
|
5.1
|
|
|||
State and local income taxes, net
|
(3.4
|
)
|
|
(1.9
|
)
|
|
(1.8
|
)
|
|||
Provision to return adjustments
|
3.0
|
|
|
(0.7
|
)
|
|
6.4
|
|
|||
Effect of tax rate differential in foreign jurisdictions
|
(2.9
|
)
|
|
(11.3
|
)
|
|
13.3
|
|
|||
Nontaxable income/non-deductible expenses
|
(2.5
|
)
|
|
(1.6
|
)
|
|
(2.6
|
)
|
|||
Unrecognized tax benefit (accruals) releases
|
2.3
|
|
|
5.7
|
|
|
—
|
|
|||
Compensation-related adjustments
|
(1.7
|
)
|
|
(3.4
|
)
|
|
2.7
|
|
|||
Benefits (charges) related to U.S. tax reform
|
—
|
|
|
17.1
|
|
|
(143.0
|
)
|
|||
Other
|
4.4
|
|
|
(2.8
|
)
|
|
(5.3
|
)
|
|||
Benefit from (provision for) income taxes
|
$
|
(56.8
|
)
|
|
$
|
(78.1
|
)
|
|
$
|
(200.5
|
)
|
|
December 31,
|
||||||
(In millions)
|
2019
|
|
2018
|
||||
Deferred tax assets:
|
|
|
|
||||
Tax credit carryforwards
|
$
|
294.7
|
|
|
$
|
291.0
|
|
Pension liabilities
|
107.7
|
|
|
82.7
|
|
||
Net operating loss carryforwards
|
60.3
|
|
|
102.9
|
|
||
Environmental remediation liabilities
|
47.0
|
|
|
29.3
|
|
||
Research and development
|
26.6
|
|
|
24.6
|
|
||
Reserves and allowances
|
14.8
|
|
|
22.8
|
|
||
Unrealized currency gains and losses
|
12.1
|
|
|
12.8
|
|
||
Operating lease liabilities
|
8.1
|
|
|
—
|
|
||
Prepaid royalties
|
6.3
|
|
|
3.0
|
|
||
Compensation-related
|
5.4
|
|
|
6.5
|
|
||
Other
|
6.9
|
|
|
6.5
|
|
||
Total deferred tax assets
|
$
|
589.9
|
|
|
$
|
582.1
|
|
Deferred tax liabilities:
|
|
|
|
||||
Intangible assets
|
$
|
(27.7
|
)
|
|
$
|
(24.9
|
)
|
Properties and equipment
|
(18.6
|
)
|
|
(13.2
|
)
|
||
Operating lease assets
|
(8.0
|
)
|
|
—
|
|
||
Other
|
(1.4
|
)
|
|
(5.6
|
)
|
||
Total deferred tax liabilities
|
$
|
(55.7
|
)
|
|
$
|
(43.7
|
)
|
Valuation allowances
|
(24.1
|
)
|
|
(19.9
|
)
|
||
Net deferred tax assets
|
$
|
510.1
|
|
|
$
|
518.5
|
|
|
December 31,
|
||||||
(In millions)
|
2019
|
|
2018
|
||||
Net operating loss carryforwards
|
|
|
|
||||
U.S. state net operating losses
|
$
|
49.5
|
|
|
$
|
52.9
|
|
U.S. federal net operating losses
|
1.2
|
|
|
44.3
|
|
||
Foreign net operating losses
|
9.6
|
|
|
5.7
|
|
||
Net operating loss carryforwards
|
$
|
60.3
|
|
|
$
|
102.9
|
|
|
|
|
|
||||
Net operating loss—valuation allowances
|
|
|
|
||||
U.S. state—NOL valuation allowances
|
$
|
(10.1
|
)
|
|
$
|
(6.6
|
)
|
Foreign—NOL valuation allowances
|
(8.0
|
)
|
|
(4.2
|
)
|
||
Net operating loss—valuation allowances
|
$
|
(18.1
|
)
|
|
$
|
(10.8
|
)
|
|
December 31,
|
||||||||||
(In millions)
|
2019
|
|
2018
|
|
2017
|
||||||
Balance at beginning of year
|
$
|
14.1
|
|
|
$
|
17.7
|
|
|
$
|
18.7
|
|
Increase (decrease) in positions taken in prior periods
|
2.6
|
|
|
1.2
|
|
|
(1.8
|
)
|
|||
Positions taken in the current period
|
2.9
|
|
|
0.9
|
|
|
0.8
|
|
|||
Decrease due to settlements with tax authorities
|
(4.2
|
)
|
|
(5.7
|
)
|
|
—
|
|
|||
Balance at end of year
|
$
|
15.4
|
|
|
$
|
14.1
|
|
|
$
|
17.7
|
|
|
December 31,
|
||||||
(In millions)
|
2019
|
|
2018
|
||||
Overfunded defined benefit pension plans
|
$
|
8.5
|
|
|
$
|
5.7
|
|
Underfunded defined benefit pension plans
|
(85.2
|
)
|
|
(67.1
|
)
|
||
Unfunded defined benefit pension plans
|
(434.6
|
)
|
|
(366.0
|
)
|
||
Total underfunded and unfunded defined benefit pension plans
|
(519.8
|
)
|
|
(433.1
|
)
|
||
Pension liabilities included in other current liabilities
|
(14.8
|
)
|
|
(14.7
|
)
|
||
Net funded status
|
$
|
(526.1
|
)
|
|
$
|
(442.1
|
)
|
|
Defined Benefit Pension Plans
|
||||||||||||||||||||||
|
U.S.
|
|
Non-U.S.
|
|
Total
|
||||||||||||||||||
(In millions)
|
2019
|
|
2018
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||||||
Change in Projected Benefit Obligation:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Benefit obligation at beginning of year
|
$
|
1,027.1
|
|
|
$
|
1,325.6
|
|
|
$
|
305.6
|
|
|
$
|
323.1
|
|
|
$
|
1,332.7
|
|
|
$
|
1,648.7
|
|
Service cost
|
15.7
|
|
|
19.2
|
|
|
8.6
|
|
|
9.5
|
|
|
24.3
|
|
|
28.7
|
|
||||||
Interest cost
|
38.3
|
|
|
40.9
|
|
|
5.4
|
|
|
5.0
|
|
|
43.7
|
|
|
45.9
|
|
||||||
Settlements
|
—
|
|
|
(160.9
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(160.9
|
)
|
||||||
Acquisitions
|
—
|
|
|
—
|
|
|
—
|
|
|
0.6
|
|
|
—
|
|
|
0.6
|
|
||||||
Actuarial (gain) loss—change in rates
|
144.1
|
|
|
(90.0
|
)
|
|
58.2
|
|
|
(23.2
|
)
|
|
202.3
|
|
|
(113.2
|
)
|
||||||
Actuarial (gain) loss—other changes
|
(10.7
|
)
|
|
(12.6
|
)
|
|
4.1
|
|
|
11.3
|
|
|
(6.6
|
)
|
|
(1.3
|
)
|
||||||
Benefits paid
|
(76.7
|
)
|
|
(95.1
|
)
|
|
(8.4
|
)
|
|
(8.4
|
)
|
|
(85.1
|
)
|
|
(103.5
|
)
|
||||||
Currency exchange translation adjustments
|
—
|
|
|
—
|
|
|
(4.3
|
)
|
|
(12.3
|
)
|
|
(4.3
|
)
|
|
(12.3
|
)
|
||||||
Benefit obligation at end of year
|
$
|
1,137.8
|
|
|
$
|
1,027.1
|
|
|
$
|
369.2
|
|
|
$
|
305.6
|
|
|
$
|
1,507.0
|
|
|
$
|
1,332.7
|
|
Change in Plan Assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Fair value of plan assets at beginning of year
|
$
|
871.1
|
|
|
$
|
1,109.8
|
|
|
$
|
19.5
|
|
|
$
|
21.5
|
|
|
$
|
890.6
|
|
|
$
|
1,131.3
|
|
Actual return on plan assets
|
154.6
|
|
|
(41.9
|
)
|
|
4.1
|
|
|
(1.7
|
)
|
|
158.7
|
|
|
(43.6
|
)
|
||||||
Employer contributions
|
6.7
|
|
|
56.9
|
|
|
9.1
|
|
|
9.6
|
|
|
15.8
|
|
|
66.5
|
|
||||||
Settlements
|
—
|
|
|
(158.6
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(158.6
|
)
|
||||||
Benefits paid
|
(76.7
|
)
|
|
(95.1
|
)
|
|
(8.4
|
)
|
|
(8.4
|
)
|
|
(85.1
|
)
|
|
(103.5
|
)
|
||||||
Currency exchange translation adjustments
|
—
|
|
|
—
|
|
|
0.9
|
|
|
(1.5
|
)
|
|
0.9
|
|
|
(1.5
|
)
|
||||||
Fair value of plan assets at end of year
|
$
|
955.7
|
|
|
$
|
871.1
|
|
|
$
|
25.2
|
|
|
$
|
19.5
|
|
|
$
|
980.9
|
|
|
$
|
890.6
|
|
Funded status at end of year (PBO basis)
|
$
|
(182.1
|
)
|
|
$
|
(156.0
|
)
|
|
$
|
(344.0
|
)
|
|
$
|
(286.1
|
)
|
|
$
|
(526.1
|
)
|
|
$
|
(442.1
|
)
|
Amounts recognized in the Consolidated Balance Sheets consist of:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Noncurrent assets
|
$
|
8.5
|
|
|
$
|
5.7
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
8.5
|
|
|
$
|
5.7
|
|
Current liabilities
|
(7.3
|
)
|
|
(7.0
|
)
|
|
(7.5
|
)
|
|
(7.7
|
)
|
|
(14.8
|
)
|
|
(14.7
|
)
|
||||||
Noncurrent liabilities
|
(183.3
|
)
|
|
(154.7
|
)
|
|
(336.5
|
)
|
|
(278.4
|
)
|
|
(519.8
|
)
|
|
(433.1
|
)
|
||||||
Net amount recognized
|
$
|
(182.1
|
)
|
|
$
|
(156.0
|
)
|
|
$
|
(344.0
|
)
|
|
$
|
(286.1
|
)
|
|
$
|
(526.1
|
)
|
|
$
|
(442.1
|
)
|
Amounts recognized in Accumulated Other Comprehensive (Income) Loss consist of:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Prior service credit
|
$
|
(2.6
|
)
|
|
$
|
(3.2
|
)
|
|
$
|
(0.1
|
)
|
|
$
|
(0.1
|
)
|
|
$
|
(2.7
|
)
|
|
$
|
(3.3
|
)
|
Net amount recognized
|
$
|
(2.6
|
)
|
|
$
|
(3.2
|
)
|
|
$
|
(0.1
|
)
|
|
$
|
(0.1
|
)
|
|
$
|
(2.7
|
)
|
|
$
|
(3.3
|
)
|
|
Defined Benefit Pension Plans
|
||||||||||
|
U.S.
|
|
Non-U.S.
|
||||||||
2019
|
|
2018
|
|
2019
|
|
2018
|
|||||
Weighted Average Assumptions Used to Determine Benefit Obligations as of December 31:
|
|
|
|
|
|
|
|
||||
Discount rate
|
3.13
|
%
|
|
4.22
|
%
|
|
1.41
|
%
|
|
2.17
|
%
|
Rate of compensation increase
|
4.50
|
%
|
|
4.10
|
%
|
|
2.59
|
%
|
|
2.59
|
%
|
Weighted Average Assumptions Used to Determine Net Periodic Benefit Cost for Years Ended December 31:
|
|
|
|
|
|
|
|
||||
Discount rate for determining service cost
|
4.46
|
%
|
|
3.77
|
%
|
|
2.42
|
%
|
|
1.99
|
%
|
Discount rate for determining interest cost
|
3.86
|
%
|
|
3.20
|
%
|
|
1.84
|
%
|
|
1.57
|
%
|
Expected return on plan assets
|
5.75
|
%
|
|
5.25
|
%
|
|
4.43
|
%
|
|
4.69
|
%
|
Rate of compensation increase
|
4.10
|
%
|
|
4.10
|
%
|
|
2.59
|
%
|
|
2.64
|
%
|
(In millions)
|
2019
|
|
2018
|
|
2017
|
||||||||||||||||||
U.S.
|
|
Non-U.S.
|
|
U.S.
|
|
Non-U.S.
|
|
U.S.
|
|
Non-U.S.
|
|||||||||||||
Net Periodic Benefit Cost (Income)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Service cost
|
$
|
15.7
|
|
|
$
|
8.6
|
|
|
$
|
19.2
|
|
|
$
|
9.5
|
|
|
$
|
17.1
|
|
|
$
|
8.4
|
|
Interest cost
|
38.3
|
|
|
5.4
|
|
|
40.9
|
|
|
5.0
|
|
|
42.0
|
|
|
4.4
|
|
||||||
Expected return on plan assets
|
(48.2
|
)
|
|
(0.9
|
)
|
|
(57.2
|
)
|
|
(1.0
|
)
|
|
(57.5
|
)
|
|
(0.9
|
)
|
||||||
Amortization of prior service cost (credit)
|
(0.6
|
)
|
|
—
|
|
|
(0.6
|
)
|
|
—
|
|
|
(0.4
|
)
|
|
—
|
|
||||||
Annual mark-to-market adjustment (gain) loss
|
26.8
|
|
|
59.1
|
|
|
(3.4
|
)
|
|
(9.2
|
)
|
|
36.0
|
|
|
13.2
|
|
||||||
Net curtailment and settlement gain
|
—
|
|
|
—
|
|
|
(2.3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Net periodic benefit cost (income)
|
$
|
32.0
|
|
|
$
|
72.2
|
|
|
$
|
(3.4
|
)
|
|
$
|
4.3
|
|
|
$
|
37.2
|
|
|
$
|
25.1
|
|
Other Changes in Plan Assets and Benefit Obligations Recognized in OCI
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Amortization of prior service cost (credit)
|
$
|
0.6
|
|
|
$
|
—
|
|
|
$
|
0.6
|
|
|
$
|
—
|
|
|
$
|
0.4
|
|
|
$
|
—
|
|
Total recognized in OCI
|
0.6
|
|
|
—
|
|
|
0.6
|
|
|
—
|
|
|
0.4
|
|
|
—
|
|
||||||
Total recognized in net periodic benefit cost (income) and OCI
|
$
|
32.6
|
|
|
$
|
72.2
|
|
|
$
|
(2.8
|
)
|
|
$
|
4.3
|
|
|
$
|
37.6
|
|
|
$
|
25.1
|
|
Funded Status of U.S. Pension Plans
|
Fully-Funded U.S. Qualified
Pension Plans(1)
|
|
Underfunded U.S.
Qualified Pension Plans(1)
|
|
Unfunded Pay-As-You-Go
U.S. Nonqualified Plans(2)
|
||||||||||||||||||
(In millions)
|
2019
|
|
2018
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||||||
Projected benefit obligation
|
$
|
35.6
|
|
|
$
|
32.4
|
|
|
$
|
993.8
|
|
|
$
|
897.6
|
|
|
$
|
108.3
|
|
|
$
|
97.1
|
|
Fair value of plan assets
|
44.1
|
|
|
38.1
|
|
|
911.5
|
|
|
833.0
|
|
|
—
|
|
|
—
|
|
||||||
Funded status (PBO basis)
|
$
|
8.5
|
|
|
$
|
5.7
|
|
|
$
|
(82.3
|
)
|
|
$
|
(64.6
|
)
|
|
$
|
(108.3
|
)
|
|
$
|
(97.1
|
)
|
Funded Status of Non-U.S. Pension Plans
|
Underfunded Non-U.S.
Pension Plans(1)
|
|
Unfunded Pay-As-You-Go
Non-U.S. Pension Plans(2)
|
||||||||||||
(In millions)
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Projected benefit obligation
|
$
|
29.0
|
|
|
$
|
22.7
|
|
|
$
|
340.2
|
|
|
$
|
282.9
|
|
Fair value of plan assets
|
25.2
|
|
|
19.5
|
|
|
—
|
|
|
—
|
|
||||
Funded status (PBO basis)
|
$
|
(3.8
|
)
|
|
$
|
(3.2
|
)
|
|
$
|
(340.2
|
)
|
|
$
|
(282.9
|
)
|
(1)
|
Plans intended to be advance-funded.
|
(2)
|
Plans intended to be pay-as-you-go. The U.S. unfunded plan is a Supplemental Executive Retirement Plan, and the non-U.S. plans primarily relate to an unfunded German pension plan.
|
(In millions)
|
U.S.
|
|
Non-U.S.
|
|
Total
|
||||||||||||||||||
2019
|
|
2018
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
|||||||||||||
Projected benefit obligation
|
$
|
1,102.1
|
|
|
$
|
994.8
|
|
|
$
|
342.1
|
|
|
$
|
284.5
|
|
|
$
|
1,444.2
|
|
|
$
|
1,279.3
|
|
Accumulated benefit obligation
|
1,058.6
|
|
|
960.1
|
|
|
306.7
|
|
|
253.2
|
|
|
1,365.3
|
|
|
1,213.3
|
|
||||||
Fair value of plan assets
|
911.6
|
|
|
833.0
|
|
|
0.8
|
|
|
0.7
|
|
|
912.4
|
|
|
833.7
|
|
Estimated Expected Future Benefit Payments Including Future Service for the Fiscal Years Ending
(In millions)
|
Pension Plans
|
|
Total
Payments
|
||||||||
U.S.
|
|
Non-U.S.(1)
|
|
||||||||
Benefit
Payments
|
|
Benefit
Payments
|
|
||||||||
2020
|
$
|
82.4
|
|
|
$
|
8.3
|
|
|
$
|
90.7
|
|
2021
|
77.5
|
|
|
8.4
|
|
|
85.9
|
|
|||
2022
|
76.5
|
|
|
8.7
|
|
|
85.2
|
|
|||
2023
|
75.6
|
|
|
9.0
|
|
|
84.6
|
|
|||
2024
|
74.8
|
|
|
9.3
|
|
|
84.1
|
|
|||
2025 - 2029
|
352.0
|
|
|
53.4
|
|
|
405.4
|
|
(1)
|
Non-U.S. estimated benefit payments for 2020 and future periods have been translated at the applicable December 31, 2019, exchange rates.
|
•
|
Liability hedging portfolio: primarily invested in intermediate-term and long-term investment grade corporate bonds in actively managed strategies.
|
•
|
Return-seeking portfolio: invested in a diversified set of assets designed to deliver performance in excess of the underlying liabilities with controls regarding the level of risk.
|
•
|
Global public equities: the portfolio contains both domestic U.S. and non-U.S. equities that are both passively and actively managed. Benchmarks for individual managers include S&P 500 and Russell 2000 benchmarks as well as MSCI ACWI ex US index.
|
•
|
Other investments: may include (a) high yield bonds: fixed income portfolio of securities below investment grade including non-U.S. issuers. These portfolios combine income generation and capital appreciation opportunities globally.
|
•
|
Liquidity portfolio: invested in short-term assets intended to pay periodic plan benefits and expenses.
|
|
Target
Allocation
|
|
Percentage of Plan Assets
December 31,
|
|||||
U.S. Qualified Pension Plans Asset Category
|
2019
|
|
2019
|
|
2018(1)
|
|||
Global equities
|
22
|
%
|
|
22
|
%
|
|
14
|
%
|
Multi-asset credit
|
3
|
%
|
|
3
|
%
|
|
2
|
%
|
Liability-hedging assets
|
75
|
%
|
|
75
|
%
|
|
84
|
%
|
Total
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
(1)
|
In light of the two settlement transactions that occurred in 2018, the risk management strategy of the U.S. qualified pension plans was updated in 2019 to increase the return-seeking allocation, add diversification through rebalancing to global equity weights, increase the duration of the liability-hedging portfolio, and reduce interest rate sensitivity through adding long duration credit.
|
|
Fair Value Measurements at December 31, 2019, Using
|
||||||||||||||
(In millions)
|
Total
|
|
Quoted Prices in Active Markets for Identical Assets or Liabilities
(Level 1)
|
|
Significant Other Observable Inputs
(Level 2) |
|
Significant Unobservable Inputs
(Level 3) |
||||||||
Common/collective trust funds
|
$
|
8.0
|
|
|
$
|
—
|
|
|
$
|
8.0
|
|
|
$
|
—
|
|
Annuity and immediate participation contracts
|
20.5
|
|
|
—
|
|
|
20.5
|
|
|
—
|
|
||||
|
$
|
28.5
|
|
|
$
|
—
|
|
|
$
|
28.5
|
|
|
$
|
—
|
|
Investments measured at net asset value(1)
|
927.2
|
|
|
|
|
|
|
|
|||||||
Total Assets at Fair Value
|
$
|
955.7
|
|
|
|
|
|
|
|
(1)
|
In accordance with ASC 820-10, certain investments that are measured at net asset value (“NAV”) per share (or its equivalent) have not been classified in the fair value hierarchy. NAV is provided by the investment account manager as a practical expedient to estimate fair value. Fair values presented in the table are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the Consolidated Balance Sheets.
|
|
Fair Value Measurements at December 31, 2018, Using
|
||||||||||||||
(In millions)
|
Total
|
|
Quoted Prices in Active Markets for Identical Assets or Liabilities
(Level 1) |
|
Significant Other Observable Inputs
(Level 2) |
|
Significant Unobservable Inputs
(Level 3) |
||||||||
Common/collective trust funds
|
$
|
10.5
|
|
|
$
|
—
|
|
|
$
|
10.5
|
|
|
$
|
—
|
|
Annuity and immediate participation contracts
|
19.8
|
|
|
—
|
|
|
19.8
|
|
|
—
|
|
||||
|
$
|
30.3
|
|
|
$
|
—
|
|
|
$
|
30.3
|
|
|
$
|
—
|
|
Investments measured at net asset value(1)
|
840.8
|
|
|
|
|
|
|
|
|||||||
Total Assets at Fair Value
|
$
|
871.1
|
|
|
|
|
|
|
|
(1)
|
In accordance with ASC 820-10, certain investments that are measured at NAV per share (or its equivalent) have not been classified in the fair value hierarchy. NAV is provided by the investment account manager as a practical expedient to estimate fair value. Fair values presented in the table are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the Consolidated Balance Sheets.
|
|
Target
Allocation
|
|
Percentage of Plan Assets
December 31,
|
|||||
Canadian Pension Plan Asset Category
|
2019
|
|
2019
|
|
2018
|
|||
Equity securities
|
23
|
%
|
|
25
|
%
|
|
28
|
%
|
Bonds
|
65
|
%
|
|
62
|
%
|
|
58
|
%
|
Other investments
|
12
|
%
|
|
13
|
%
|
|
14
|
%
|
Total
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
Fair Value Measurements at December 31, 2019, Using
|
||||||||||||||
(In millions)
|
Total
|
|
Quoted Prices in Active Markets for Identical Assets or Liabilities
(Level 1) |
|
Significant Other Observable Inputs
(Level 2) |
|
Significant Unobservable Inputs
(Level 3) |
||||||||
Corporate bonds
|
$
|
0.4
|
|
|
$
|
—
|
|
|
$
|
0.4
|
|
|
$
|
—
|
|
Insurance contracts and other investments
|
0.5
|
|
|
—
|
|
|
0.5
|
|
|
—
|
|
||||
Cash
|
0.1
|
|
|
0.1
|
|
|
—
|
|
|
—
|
|
||||
|
$
|
1.0
|
|
|
$
|
0.1
|
|
|
$
|
0.9
|
|
|
$
|
—
|
|
Investments measured at net asset value(1)
|
24.2
|
|
|
|
|
|
|
|
|||||||
Total Assets at Fair Value
|
$
|
25.2
|
|
|
|
|
|
|
|
(1)
|
In accordance with ASC 820-10, certain investments that are measured at NAV per share (or its equivalent) have not been classified in the fair value hierarchy. NAV is provided by the investment account manager as a practical expedient to estimate fair value. Fair values presented in the table are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the Consolidated Balance Sheets.
|
|
Fair Value Measurements at December 31, 2018, Using
|
||||||||||||||
(In millions)
|
Total
|
|
Quoted Prices in Active Markets for Identical Assets or Liabilities
(Level 1) |
|
Significant Other Observable Inputs
(Level 2)
|
|
Significant Unobservable Inputs
(Level 3)
|
||||||||
Corporate bonds
|
$
|
0.4
|
|
|
$
|
—
|
|
|
$
|
0.4
|
|
|
$
|
—
|
|
Insurance contracts and other investments
|
0.4
|
|
|
—
|
|
|
0.4
|
|
|
—
|
|
||||
Cash
|
0.1
|
|
|
0.1
|
|
|
—
|
|
|
—
|
|
||||
|
$
|
0.9
|
|
|
$
|
0.1
|
|
|
$
|
0.8
|
|
|
$
|
—
|
|
Investments measured at net asset value(1)
|
18.6
|
|
|
|
|
|
|
|
|||||||
Total Assets at Fair Value
|
$
|
19.5
|
|
|
|
|
|
|
|
(1)
|
In accordance with ASC 820-10, certain investments that are measured at NAV per share (or its equivalent) have not been classified in the fair value hierarchy. NAV is provided by the investment account manager as a practical expedient to estimate fair value. Fair values presented in the table are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the Consolidated Balance Sheets.
|
|
December 31,
|
||||||
(In millions)
|
2019
|
|
2018
|
||||
Other Current Assets
|
|
|
|
||||
Plant under construction—unconsolidated affiliate (see Note 19)
|
$
|
173.9
|
|
|
$
|
—
|
|
Non-trade accounts receivable
|
24.1
|
|
|
37.9
|
|
||
Fair value of currency, interest rate, and commodity contracts (see Note 6)
|
15.6
|
|
|
21.4
|
|
||
Income taxes receivable (see Note 7)
|
4.2
|
|
|
10.1
|
|
||
Other current assets
|
17.3
|
|
|
17.3
|
|
||
|
$
|
235.1
|
|
|
$
|
86.7
|
|
|
December 31,
|
||||||
(In millions)
|
2019
|
|
2018
|
||||
Other Current Liabilities
|
|
|
|
||||
Liability to unconsolidated affiliate for plant under construction (see Note 19)
|
$
|
173.9
|
|
|
$
|
—
|
|
Accrued compensation
|
53.6
|
|
|
62.4
|
|
||
Deferred revenue (see Note 17)
|
35.0
|
|
|
40.6
|
|
||
Environmental contingencies (see Note 10)
|
17.8
|
|
|
19.5
|
|
||
Pension liabilities (see Note 8)
|
14.8
|
|
|
14.7
|
|
||
Accrued interest (see Note 5)
|
13.3
|
|
|
13.3
|
|
||
Operating lease liabilities (see Note 3)
|
9.3
|
|
|
—
|
|
||
Income taxes payable (see Note 7)
|
8.6
|
|
|
11.3
|
|
||
Liability for dam spillway replacement (see Note 10)
|
4.7
|
|
|
—
|
|
||
Other accrued liabilities
|
88.7
|
|
|
81.7
|
|
||
|
$
|
419.7
|
|
|
$
|
243.5
|
|
|
December 31,
|
||||||
(In millions)
|
2019
|
|
2018
|
||||
Other Liabilities
|
|
|
|
||||
Environmental contingencies (see Note 10)
|
$
|
97.5
|
|
|
$
|
106.9
|
|
Liability for dam spillway replacement (see Note 10)
|
61.7
|
|
|
—
|
|
||
Deferred revenue (see Note 17)
|
29.5
|
|
|
29.2
|
|
||
Operating lease liabilities (see Note 3)
|
26.2
|
|
|
—
|
|
||
Legacy product liability (see Note 10)
|
24.0
|
|
|
—
|
|
||
Fair value of currency and interest rate contracts (see Note 6)
|
13.2
|
|
|
32.6
|
|
||
Retained obligations of divested businesses
|
12.7
|
|
|
10.0
|
|
||
Asset retirement obligation
|
9.4
|
|
|
8.8
|
|
||
Deferred income taxes (see Note 7)
|
7.5
|
|
|
10.9
|
|
||
Unrecognized tax benefits (see Note 7)
|
4.1
|
|
|
—
|
|
||
Liability to unconsolidated affiliate for plant under construction (see Note 19)
|
—
|
|
|
98.8
|
|
||
Other noncurrent liabilities
|
22.4
|
|
|
22.6
|
|
||
|
$
|
308.2
|
|
|
$
|
319.8
|
|
•
|
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 and with respect to certain products sold to customers in the ordinary course of business. Grace accrues a performance guarantee liability on a transaction-specific basis depending on the individual facts and circumstances related to each sale. Grace has not established a liability for performance guarantees offered under licensing arrangements based on past performance.
|
•
|
Licenses of intellectual property by Grace to third parties in which Grace has agreed to indemnify the licensee against third party infringement claims.
|
•
|
Contracts providing for the sale or spin-off of a former business unit or product line in which Grace has agreed to indemnify the buyer or resulting entity against certain liabilities related to activities prior to the closing of the transaction, including environmental, tax, and employee liabilities.
|
•
|
Guarantees of real property lease obligations of third parties, typically arising out of (a) leases entered into by former subsidiaries of Grace, or (b) the assignment or sublease of a lease by Grace to a third party.
|
|
Year Ended December 31,
|
||||||||||
(In millions)
|
2019
|
|
2018
|
|
2017
|
||||||
Catalysts Technologies
|
$
|
1.6
|
|
|
$
|
13.7
|
|
|
$
|
3.7
|
|
Materials Technologies
|
1.0
|
|
|
0.5
|
|
|
(0.1
|
)
|
|||
Corporate
|
—
|
|
|
(0.2
|
)
|
|
7.9
|
|
|||
Total restructuring expenses
|
$
|
2.6
|
|
|
$
|
14.0
|
|
|
$
|
11.5
|
|
(In millions)
|
Total
|
||
Balance, December 31, 2016
|
$
|
9.6
|
|
Accruals for severance and other costs
|
11.4
|
|
|
Payments
|
(14.4
|
)
|
|
Currency translation adjustments and other
|
0.1
|
|
|
Balance, December 31, 2017
|
$
|
6.7
|
|
Accruals for severance and other costs
|
10.1
|
|
|
Payments
|
(6.1
|
)
|
|
Balance, December 31, 2018
|
$
|
10.7
|
|
Accruals for severance and other costs
|
2.6
|
|
|
Payments
|
(10.2
|
)
|
|
Currency translation adjustments and other
|
0.7
|
|
|
Balance, December 31, 2019
|
$
|
3.8
|
|
|
Year Ended December 31,
|
||||||||||
(In millions)
|
2019
|
|
2018
|
|
2017
|
||||||
Defined benefit pension (income) expense other than service cost
|
$
|
79.9
|
|
|
$
|
(27.8
|
)
|
|
$
|
38.6
|
|
Business interruption insurance recoveries
|
(10.7
|
)
|
|
—
|
|
|
(26.6
|
)
|
|||
Net (gain) loss on sales of investments and disposals of assets
|
4.5
|
|
|
4.9
|
|
|
1.6
|
|
|||
Third-party acquisition-related costs
|
3.6
|
|
|
7.3
|
|
|
2.9
|
|
|||
Currency transaction effects
|
(0.8
|
)
|
|
(3.6
|
)
|
|
3.8
|
|
|||
Loss on early extinguishment of debt
|
—
|
|
|
4.8
|
|
|
—
|
|
|||
Accounts receivable reserve—Venezuela
|
—
|
|
|
—
|
|
|
10.0
|
|
|||
Other miscellaneous expense (income)
|
4.1
|
|
|
(4.0
|
)
|
|
(3.2
|
)
|
|||
Total other (income) expense, net
|
$
|
80.6
|
|
|
$
|
(18.4
|
)
|
|
$
|
27.1
|
|
Year Ended December 31, 2019
(In millions) |
Pre-Tax Amount
|
|
Tax Benefit/ (Expense)
|
|
After-Tax Amount
|
||||||
Amortization of net prior service credit included in net periodic benefit cost and other costs (credits), net
|
$
|
(0.9
|
)
|
|
$
|
0.2
|
|
|
$
|
(0.7
|
)
|
Currency translation adjustments
|
18.5
|
|
|
(2.0
|
)
|
|
16.5
|
|
|||
Gain (loss) from hedging activities
|
(7.0
|
)
|
|
2.1
|
|
|
(4.9
|
)
|
|||
Other comprehensive income (loss) attributable to W. R. Grace & Co. shareholders
|
$
|
10.6
|
|
|
$
|
0.3
|
|
|
$
|
10.9
|
|
Year Ended December 31, 2018
(In millions) |
Pre-Tax Amount
|
|
Tax Benefit/ (Expense)
|
|
After-Tax Amount
|
||||||
Amortization of net prior service credit included in net periodic benefit cost and other costs (credits), net
|
$
|
(1.2
|
)
|
|
$
|
0.3
|
|
|
$
|
(0.9
|
)
|
Currency translation adjustments
|
34.6
|
|
|
(2.2
|
)
|
|
32.4
|
|
|||
Gain (loss) from hedging activities
|
(10.0
|
)
|
|
4.3
|
|
|
(5.7
|
)
|
|||
Other comprehensive income (loss) attributable to W. R. Grace & Co. shareholders
|
$
|
23.4
|
|
|
$
|
2.4
|
|
|
$
|
25.8
|
|
Year Ended December 31, 2017
(In millions) |
Pre-Tax Amount
|
|
Tax Benefit/ (Expense)
|
|
After-Tax Amount
|
||||||
Amortization of net prior service credit included in net periodic benefit cost and other costs (credits), net
|
$
|
(2.0
|
)
|
|
$
|
0.7
|
|
|
$
|
(1.3
|
)
|
Currency translation adjustments
|
(23.1
|
)
|
|
(2.9
|
)
|
|
(26.0
|
)
|
|||
Gain (loss) from hedging activities
|
2.9
|
|
|
(2.1
|
)
|
|
0.8
|
|
|||
Other comprehensive income (loss) attributable to W. R. Grace & Co. shareholders
|
$
|
(22.2
|
)
|
|
$
|
(4.3
|
)
|
|
$
|
(26.5
|
)
|
|
Defined Benefit Pension and Other Postretirement Plans
|
|
Currency Translation Adjustments
|
|
Gain (Loss) from Hedging Activities
|
|
Total
|
||||||||
Balance, December 31, 2016
|
$
|
2.2
|
|
|
$
|
67.6
|
|
|
$
|
(3.4
|
)
|
|
$
|
66.4
|
|
OCI before reclassifications
|
(0.1
|
)
|
|
(26.0
|
)
|
|
(2.7
|
)
|
|
(28.8
|
)
|
||||
Amounts reclassified from accumulated OCI
|
(1.2
|
)
|
|
—
|
|
|
3.5
|
|
|
2.3
|
|
||||
Net current-period other comprehensive income (loss)
|
(1.3
|
)
|
|
(26.0
|
)
|
|
0.8
|
|
|
(26.5
|
)
|
||||
Balance, December 31, 2017
|
$
|
0.9
|
|
|
$
|
41.6
|
|
|
$
|
(2.6
|
)
|
|
$
|
39.9
|
|
OCI before reclassifications
|
—
|
|
|
32.4
|
|
|
11.1
|
|
|
43.5
|
|
||||
Amounts reclassified from accumulated OCI
|
(0.9
|
)
|
|
—
|
|
|
(16.8
|
)
|
|
(17.7
|
)
|
||||
Net current-period other comprehensive income (loss)
|
(0.9
|
)
|
|
32.4
|
|
|
(5.7
|
)
|
|
25.8
|
|
||||
Effect of adopting ASU 2018-02
|
0.2
|
|
|
2.2
|
|
|
(0.2
|
)
|
|
2.2
|
|
||||
Balance, December 31, 2018
|
$
|
0.2
|
|
|
$
|
76.2
|
|
|
$
|
(8.5
|
)
|
|
$
|
67.9
|
|
OCI before reclassifications
|
—
|
|
|
16.5
|
|
|
14.0
|
|
|
30.5
|
|
||||
Amounts reclassified from accumulated OCI
|
(0.7
|
)
|
|
—
|
|
|
(18.9
|
)
|
|
(19.6
|
)
|
||||
Net current-period other comprehensive income (loss)
|
(0.7
|
)
|
|
16.5
|
|
|
(4.9
|
)
|
|
10.9
|
|
||||
Balance, December 31, 2019
|
$
|
(0.5
|
)
|
|
$
|
92.7
|
|
|
$
|
(13.4
|
)
|
|
$
|
78.8
|
|
(In millions, except shares)
|
Number of Shares
|
|
Aggregate Proceeds
|
|||
Balance of outstanding shares, December 31, 2016
|
68,309,431
|
|
|
|
||
Stock options exercised
|
386,300
|
|
|
$
|
16.4
|
|
Shares issued
|
49,897
|
|
|
|
||
Shares forfeited through net share exercise
|
(29,783
|
)
|
|
|
||
Shares repurchased
|
(935,435
|
)
|
|
|
||
Balance of outstanding shares, December 31, 2017
|
67,780,410
|
|
|
|
||
Stock options exercised
|
243,502
|
|
|
$
|
6.7
|
|
Shares issued
|
72,590
|
|
|
|
||
Shares forfeited through net share exercise
|
(132,393
|
)
|
|
|
||
Shares repurchased
|
(1,171,141
|
)
|
|
|
||
Balance of outstanding shares, December 31, 2018
|
66,792,968
|
|
|
|
||
Stock options exercised
|
388,174
|
|
|
$
|
19.1
|
|
Shares issued
|
94,796
|
|
|
|
||
Shares forfeited through net share exercise
|
(130,256
|
)
|
|
|
||
Shares repurchased
|
(409,769
|
)
|
|
|
||
Balance of outstanding shares, December 31, 2019
|
66,735,913
|
|
|
|
|
Number Of
Shares
|
|
Weighted-
Average
Grant Date
Fair Value
|
|||
Nonvested options outstanding at beginning of year
|
664,363
|
|
|
$
|
12.88
|
|
Granted
|
189,787
|
|
|
17.94
|
|
|
Vested
|
(237,758
|
)
|
|
16.98
|
|
|
Forfeited
|
(109,799
|
)
|
|
19.25
|
|
|
Nonvested options outstanding at end of year
|
506,593
|
|
|
14.81
|
|
Exercise Price Range
|
Number Outstanding
|
|
Number Exercisable
|
|
Outstanding Weighted- Average Remaining Contractual Life (Years)
|
|
Exercisable Weighted- Average Exercise Price
|
|||
$60 - $70
|
668,479
|
|
|
428,259
|
|
|
2.23
|
|
67.98
|
|
$70 - $80
|
897,130
|
|
|
630,757
|
|
|
2.66
|
|
75.59
|
|
|
1,565,609
|
|
|
1,059,016
|
|
|
|
|
|
|
2019
|
|
2018
|
|
2017
|
Expected volatility
|
22.7% - 23.1%
|
|
22.9% - 24.4%
|
|
23.8% - 25.1%
|
Weighted average expected volatility
|
23.0%
|
|
23.7%
|
|
24.8%
|
Expected term
|
5.5 - 6.5 years
|
|
3.0 - 6.5 years
|
|
3.0 - 4.0 years
|
Risk-free rate
|
2.58%
|
|
2.55%
|
|
1.66%
|
Dividend yield
|
1.4%
|
|
1.4%
|
|
1.2%
|
|
2019
|
|
2018
|
|
2017
|
|||
PBUs granted under the LTIP
|
88,174
|
|
|
93,216
|
|
|
115,158
|
|
RSUs granted under the LTIP
|
57,900
|
|
|
86,698
|
|
|
57,600
|
|
Shares covered by awards forfeited under the LTIP
|
17,323
|
|
|
44,279
|
|
|
16,395
|
|
Weighted average grant date fair value of PBUs
|
$78.11
|
|
$67.39
|
|
$71.37
|
|||
Weighted average grant date fair value of RSUs
|
$76.91
|
|
$67.54
|
|
$71.37
|
|||
Approximate percentage of awards expected to settle in common stock(1)
|
96
|
%
|
|
94
|
%
|
|
93
|
%
|
Approximate percentage of awards expected to settle in cash(1)
|
4
|
%
|
|
6
|
%
|
|
7
|
%
|
(In millions, except per share amounts)
|
2019
|
|
2018
|
|
2017
|
||||||
Numerators
|
|
|
|
|
|
||||||
Net income (loss) attributable to W. R. Grace & Co. shareholders
|
$
|
126.3
|
|
|
$
|
167.6
|
|
|
$
|
11.2
|
|
Denominators
|
|
|
|
|
|
||||||
Weighted average common shares—basic calculation
|
66.8
|
|
|
67.2
|
|
|
68.1
|
|
|||
Dilutive effect of employee stock options
|
0.1
|
|
|
0.1
|
|
|
0.1
|
|
|||
Weighted average common shares—diluted calculation
|
66.9
|
|
|
67.3
|
|
|
68.2
|
|
|||
Basic earnings per share
|
$
|
1.89
|
|
|
$
|
2.49
|
|
|
$
|
0.16
|
|
Diluted earnings per share
|
$
|
1.89
|
|
|
$
|
2.49
|
|
|
$
|
0.16
|
|
Year Ended December 31, 2019
(In millions) |
North America
|
|
Europe Middle East Africa (EMEA)
|
|
Asia Pacific
|
|
Latin America
|
|
Total
|
||||||||||
Refining Catalysts
|
$
|
291.4
|
|
|
$
|
288.4
|
|
|
$
|
171.7
|
|
|
$
|
39.9
|
|
|
$
|
791.4
|
|
Polyolefin and Chemical Catalysts
|
191.4
|
|
|
283.0
|
|
|
213.7
|
|
|
17.2
|
|
|
705.3
|
|
|||||
Total Catalysts Technologies
|
$
|
482.8
|
|
|
$
|
571.4
|
|
|
$
|
385.4
|
|
|
$
|
57.1
|
|
|
$
|
1,496.7
|
|
Consumer/Pharma
|
$
|
45.2
|
|
|
$
|
59.1
|
|
|
$
|
20.1
|
|
|
$
|
20.2
|
|
|
$
|
144.6
|
|
Coatings
|
25.9
|
|
|
67.8
|
|
|
36.9
|
|
|
9.2
|
|
|
139.8
|
|
|||||
Chemical process
|
38.1
|
|
|
79.1
|
|
|
32.3
|
|
|
6.6
|
|
|
156.1
|
|
|||||
Other
|
5.8
|
|
|
14.2
|
|
|
0.7
|
|
|
0.2
|
|
|
20.9
|
|
|||||
Total Materials Technologies
|
$
|
115.0
|
|
|
$
|
220.2
|
|
|
$
|
90.0
|
|
|
$
|
36.2
|
|
|
$
|
461.4
|
|
Total Grace
|
$
|
597.8
|
|
|
$
|
791.6
|
|
|
$
|
475.4
|
|
|
$
|
93.3
|
|
|
$
|
1,958.1
|
|
Year Ended December 31, 2018
(In millions) |
North America
|
|
EMEA
|
|
Asia Pacific
|
|
Latin America
|
|
Total
|
||||||||||
Refining Catalysts
|
$
|
282.8
|
|
|
$
|
266.0
|
|
|
$
|
193.4
|
|
|
$
|
59.8
|
|
|
$
|
802.0
|
|
Polyolefin and Chemical Catalysts
|
192.6
|
|
|
255.4
|
|
|
193.2
|
|
|
20.3
|
|
|
661.5
|
|
|||||
Total Catalysts Technologies
|
$
|
475.4
|
|
|
$
|
521.4
|
|
|
$
|
386.6
|
|
|
$
|
80.1
|
|
|
$
|
1,463.5
|
|
Consumer/Pharma
|
$
|
36.2
|
|
|
$
|
58.0
|
|
|
$
|
19.0
|
|
|
$
|
19.4
|
|
|
$
|
132.6
|
|
Coatings
|
28.1
|
|
|
75.3
|
|
|
43.3
|
|
|
8.7
|
|
|
155.4
|
|
|||||
Chemical process
|
35.2
|
|
|
81.6
|
|
|
32.2
|
|
|
8.3
|
|
|
157.3
|
|
|||||
Other
|
6.8
|
|
|
15.9
|
|
|
0.4
|
|
|
0.2
|
|
|
23.3
|
|
|||||
Total Materials Technologies
|
$
|
106.3
|
|
|
$
|
230.8
|
|
|
$
|
94.9
|
|
|
$
|
36.6
|
|
|
$
|
468.6
|
|
Total Grace
|
$
|
581.7
|
|
|
$
|
752.2
|
|
|
$
|
481.5
|
|
|
$
|
116.7
|
|
|
$
|
1,932.1
|
|
Year Ended December 31, 2017
(In millions) |
North America
|
|
EMEA
|
|
Asia Pacific
|
|
Latin America
|
|
Total
|
||||||||||
Refining Catalysts
|
$
|
269.5
|
|
|
$
|
236.4
|
|
|
$
|
199.3
|
|
|
$
|
52.9
|
|
|
$
|
758.1
|
|
Polyolefin and Chemical Catalysts
|
117.4
|
|
|
218.1
|
|
|
166.4
|
|
|
16.5
|
|
|
518.4
|
|
|||||
Total Catalysts Technologies
|
$
|
386.9
|
|
|
$
|
454.5
|
|
|
$
|
365.7
|
|
|
$
|
69.4
|
|
|
$
|
1,276.5
|
|
Consumer/Pharma
|
$
|
38.2
|
|
|
$
|
48.3
|
|
|
$
|
17.8
|
|
|
$
|
19.0
|
|
|
$
|
123.3
|
|
Coatings
|
26.0
|
|
|
66.9
|
|
|
41.3
|
|
|
8.0
|
|
|
142.2
|
|
|||||
Chemical process
|
28.5
|
|
|
83.7
|
|
|
34.8
|
|
|
6.5
|
|
|
153.5
|
|
|||||
Other
|
6.4
|
|
|
14.3
|
|
|
0.2
|
|
|
0.1
|
|
|
21.0
|
|
|||||
Total Materials Technologies
|
$
|
99.1
|
|
|
$
|
213.2
|
|
|
$
|
94.1
|
|
|
$
|
33.6
|
|
|
$
|
440.0
|
|
Total Grace(1)
|
$
|
486.0
|
|
|
$
|
667.7
|
|
|
$
|
459.8
|
|
|
$
|
103.0
|
|
|
$
|
1,716.5
|
|
(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.
|
|
December 31,
|
||||||
(In millions)
|
2019
|
|
2018
|
||||
Current
|
$
|
35.0
|
|
|
$
|
40.6
|
|
Noncurrent
|
29.5
|
|
|
29.2
|
|
||
Total
|
$
|
64.5
|
|
|
$
|
69.8
|
|
Year
|
|
Approximate percentage of revenue related to remaining performance obligations recognized
|
|
2020
|
|
25
|
%
|
2021
|
|
27
|
%
|
2022
|
|
20
|
%
|
2023
|
|
14
|
%
|
Thereafter through 2027
|
|
14
|
%
|
|
|
100
|
%
|
|
Year Ended December 31,
|
||||||||||
(In millions)
|
2019
|
|
2018
|
|
2017
|
||||||
Net Sales
|
|
|
|
|
|
||||||
Catalysts Technologies
|
$
|
1,496.7
|
|
|
$
|
1,463.5
|
|
|
$
|
1,276.5
|
|
Materials Technologies
|
461.4
|
|
|
468.6
|
|
|
440.0
|
|
|||
Total
|
$
|
1,958.1
|
|
|
$
|
1,932.1
|
|
|
$
|
1,716.5
|
|
Adjusted EBIT
|
|
|
|
|
|
||||||
Catalysts Technologies segment operating income
|
$
|
466.5
|
|
|
$
|
440.5
|
|
|
$
|
395.4
|
|
Materials Technologies segment operating income
|
97.8
|
|
|
105.6
|
|
|
100.6
|
|
|||
Corporate costs
|
(72.7
|
)
|
|
(73.5
|
)
|
|
(69.0
|
)
|
|||
Certain pension costs
|
(18.4
|
)
|
|
(15.9
|
)
|
|
(13.0
|
)
|
|||
Total
|
$
|
473.2
|
|
|
$
|
456.7
|
|
|
$
|
414.0
|
|
Depreciation and Amortization
|
|
|
|
|
|
||||||
Catalysts Technologies
|
$
|
81.9
|
|
|
$
|
81.7
|
|
|
$
|
87.1
|
|
Materials Technologies
|
14.2
|
|
|
15.5
|
|
|
19.6
|
|
|||
Corporate
|
4.2
|
|
|
3.6
|
|
|
4.8
|
|
|||
Total
|
$
|
100.3
|
|
|
$
|
100.8
|
|
|
$
|
111.5
|
|
Capital Expenditures
|
|
|
|
|
|
||||||
Catalysts Technologies
|
$
|
114.6
|
|
|
$
|
150.3
|
|
|
$
|
100.9
|
|
Materials Technologies
|
68.8
|
|
|
56.1
|
|
|
20.9
|
|
|||
Corporate
|
10.7
|
|
|
9.9
|
|
|
3.4
|
|
|||
Total
|
$
|
194.1
|
|
|
$
|
216.3
|
|
|
$
|
125.2
|
|
Total Assets
|
|
|
|
|
|
||||||
Catalysts Technologies
|
$
|
2,556.1
|
|
|
$
|
2,326.6
|
|
|
$
|
1,757.1
|
|
Materials Technologies
|
430.3
|
|
|
375.9
|
|
|
326.8
|
|
|||
Corporate
|
946.2
|
|
|
862.8
|
|
|
823.1
|
|
|||
Total
|
$
|
3,932.6
|
|
|
$
|
3,565.3
|
|
|
$
|
2,907.0
|
|
|
Year Ended December 31,
|
||||||||||
(In millions)
|
2019
|
|
2018
|
|
2017
|
||||||
Grace Adjusted EBIT
|
$
|
473.2
|
|
|
$
|
456.7
|
|
|
$
|
414.0
|
|
Costs related to legacy product, environmental and other claims
|
(103.5
|
)
|
|
(82.3
|
)
|
|
(33.1
|
)
|
|||
Pension MTM adjustment and other related costs, net
|
(85.9
|
)
|
|
15.2
|
|
|
(51.1
|
)
|
|||
Restructuring and repositioning expenses
|
(13.7
|
)
|
|
(46.4
|
)
|
|
(26.7
|
)
|
|||
Benefit plan adjustment
|
(5.0
|
)
|
|
—
|
|
|
—
|
|
|||
Third-party acquisition-related costs
|
(3.6
|
)
|
|
(7.3
|
)
|
|
(2.9
|
)
|
|||
Write-off of MTO inventory
|
(3.6
|
)
|
|
—
|
|
|
—
|
|
|||
Amortization of acquired inventory fair value adjustment
|
—
|
|
|
(6.9
|
)
|
|
—
|
|
|||
Loss on early extinguishment of debt
|
—
|
|
|
(4.8
|
)
|
|
—
|
|
|||
Accounts receivable reserve—Venezuela
|
—
|
|
|
—
|
|
|
(10.0
|
)
|
|||
Interest expense, net
|
(74.8
|
)
|
|
(78.5
|
)
|
|
(78.5
|
)
|
|||
Net income (loss) attributable to noncontrolling interests
|
0.4
|
|
|
(0.8
|
)
|
|
(0.8
|
)
|
|||
Income (loss) before income taxes
|
$
|
183.5
|
|
|
$
|
244.9
|
|
|
$
|
210.9
|
|
|
Year Ended December 31,
|
||||||||||
(In millions)
|
2019
|
|
2018
|
|
2017
|
||||||
Net Sales
|
|
|
|
|
|
||||||
United States
|
$
|
540.2
|
|
|
$
|
533.8
|
|
|
$
|
437.3
|
|
Canada
|
57.6
|
|
|
47.9
|
|
|
48.7
|
|
|||
Total North America
|
597.8
|
|
|
581.7
|
|
|
486.0
|
|
|||
Europe Middle East Africa
|
791.6
|
|
|
752.2
|
|
|
667.7
|
|
|||
Asia Pacific
|
475.4
|
|
|
481.5
|
|
|
459.8
|
|
|||
Latin America
|
93.3
|
|
|
116.7
|
|
|
103.0
|
|
|||
Total
|
$
|
1,958.1
|
|
|
$
|
1,932.1
|
|
|
$
|
1,716.5
|
|
Long-Lived Assets(1)
|
|
|
|
|
|
||||||
United States
|
$
|
937.9
|
|
|
$
|
793.0
|
|
|
$
|
599.8
|
|
Canada
|
18.9
|
|
|
16.5
|
|
|
15.5
|
|
|||
Total North America
|
956.8
|
|
|
809.5
|
|
|
615.3
|
|
|||
Germany
|
228.2
|
|
|
172.5
|
|
|
142.2
|
|
|||
Rest of Europe Middle East Africa
|
45.2
|
|
|
48.9
|
|
|
45.3
|
|
|||
Total Europe Middle East Africa
|
273.4
|
|
|
221.4
|
|
|
187.5
|
|
|||
Asia Pacific
|
80.3
|
|
|
72.9
|
|
|
21.1
|
|
|||
Latin America
|
7.2
|
|
|
6.7
|
|
|
7.9
|
|
|||
Total
|
$
|
1,317.7
|
|
|
$
|
1,110.5
|
|
|
$
|
831.8
|
|
(1)
|
Long-lived assets include properties and equipment and the current asset related to a hydroprocessing catalyst plant to be transferred to ART upon completion. (See Note 19.)
|
|
December 31,
|
||||||
(In millions)
|
2019
|
|
2018
|
||||
Summary Balance Sheet information:
|
|
|
|
||||
Current assets
|
$
|
300.7
|
|
|
$
|
307.4
|
|
Noncurrent assets
|
237.8
|
|
|
160.2
|
|
||
Total assets
|
$
|
538.5
|
|
|
$
|
467.6
|
|
|
|
|
|
||||
Current liabilities
|
$
|
177.1
|
|
|
$
|
158.3
|
|
Noncurrent liabilities
|
0.3
|
|
|
0.3
|
|
||
Total liabilities
|
$
|
177.4
|
|
|
$
|
158.6
|
|
|
Year Ended December 31,
|
||||||||||
(In millions)
|
2019
|
|
2018
|
|
2017
|
||||||
Summary Statement of Operations information:
|
|
|
|
|
|
||||||
Net sales
|
$
|
527.5
|
|
|
$
|
487.5
|
|
|
$
|
447.3
|
|
Costs and expenses applicable to net sales
|
453.4
|
|
|
410.6
|
|
|
379.8
|
|
|||
Income before income taxes
|
59.0
|
|
|
65.5
|
|
|
53.6
|
|
|||
Net income
|
56.5
|
|
|
64.2
|
|
|
52.1
|
|
|
Year Ended December 31,
|
||||||||||
(In millions)
|
2019
|
|
2018
|
|
2017
|
||||||
Product manufactured for ART
|
$
|
260.8
|
|
|
$
|
229.1
|
|
|
$
|
213.8
|
|
Mark-up on product manufactured for ART included as a reduction of Grace’s cost of goods sold
|
5.1
|
|
|
4.5
|
|
|
4.2
|
|
|||
Charges for fixed costs; research and development; selling, general and administrative services; and depreciation to ART
|
51.1
|
|
|
41.8
|
|
|
41.7
|
|
|
December 31,
|
||||||
(in millions)
|
2019
|
|
2018
|
||||
Accounts receivable
|
$
|
17.5
|
|
|
$
|
16.2
|
|
Current asset
|
173.9
|
|
|
—
|
|
||
Noncurrent asset
|
—
|
|
|
98.8
|
|
||
Accounts payable
|
37.7
|
|
|
32.0
|
|
||
Debt payable within one year
|
9.9
|
|
|
9.8
|
|
||
Debt payable after one year
|
37.5
|
|
|
38.3
|
|
||
Current liability
|
173.9
|
|
|
—
|
|
||
Noncurrent liability
|
—
|
|
|
98.8
|
|
|
Amount
(In millions)
|
|
Weighted Average Amortization Period
(in years)
|
||
Customer Lists
|
$
|
105.4
|
|
|
20.0
|
Technology
|
11.5
|
|
|
15.0
|
|
Trademarks
|
4.3
|
|
|
15.0
|
|
Total
|
$
|
121.2
|
|
|
19.3
|
(In millions, except per share amounts)
|
March 31(2)
|
|
June 30
|
|
September 30
|
|
December 31(3)
|
||||||||
2019
|
|
|
|
|
|
|
|
||||||||
Net sales
|
$
|
469.5
|
|
|
$
|
513.6
|
|
|
$
|
470.5
|
|
|
$
|
504.5
|
|
Gross profit
|
188.6
|
|
|
209.4
|
|
|
191.0
|
|
|
204.7
|
|
||||
Net income (loss)
|
24.6
|
|
|
76.4
|
|
|
53.8
|
|
|
(28.1
|
)
|
||||
Net income (loss) attributable to W. R. Grace & Co. shareholders
|
24.7
|
|
|
76.2
|
|
|
53.7
|
|
|
(28.3
|
)
|
||||
Net income (loss) per share:(1)
|
|
|
|
|
|
|
|
||||||||
Basic earnings (loss) per share:
|
$
|
0.37
|
|
|
$
|
1.14
|
|
|
$
|
0.81
|
|
|
$
|
(0.42
|
)
|
Diluted earnings (loss) per share:
|
0.37
|
|
|
1.14
|
|
|
0.80
|
|
|
(0.42
|
)
|
||||
Dividends declared per share
|
0.27
|
|
|
0.27
|
|
|
0.27
|
|
|
0.27
|
|
(1)
|
Per share results for the four quarters may differ from full-year per share results, as a separate computation of the weighted average number of shares outstanding is made for each quarter presented.
|
(2)
|
First quarter “net income (loss),” “net income (loss) attributable to W. R. Grace & Co. shareholders,” and the related earnings per share data include the effects of a pre-tax charge of $45.0 million for the estimated costs to construct a new dam spillway at the former vermiculite mine site in Libby, Montana.
|
(3)
|
Fourth quarter “net income (loss),” “net income (loss) attributable to W. R. Grace & Co. shareholders,” and the related earnings per share data include the effects of the annual pension mark-to-market adjustment, as well as charges related to legacy items (see Note 10).
|
(In millions, except per share amounts)
|
March 31
|
|
June 30
|
|
September 30(2)
|
|
December 31(3)
|
||||||||
2018
|
|
|
|
|
|
|
|
||||||||
Net sales
|
$
|
431.5
|
|
|
$
|
485.7
|
|
|
$
|
494.9
|
|
|
$
|
520.0
|
|
Gross profit
|
169.5
|
|
|
198.7
|
|
|
202.2
|
|
|
196.3
|
|
||||
Net income (loss)
|
43.4
|
|
|
38.6
|
|
|
15.9
|
|
|
68.9
|
|
||||
Net income (loss) attributable to W. R. Grace & Co. shareholders
|
43.6
|
|
|
38.8
|
|
|
16.1
|
|
|
69.1
|
|
||||
Net income (loss) per share:(1)
|
|
|
|
|
|
|
|
||||||||
Basic earnings (loss) per share:
|
$
|
0.64
|
|
|
$
|
0.58
|
|
|
$
|
0.24
|
|
|
$
|
1.03
|
|
Diluted earnings (loss) per share:
|
0.64
|
|
|
0.58
|
|
|
0.24
|
|
|
1.03
|
|
||||
Dividends declared per share
|
0.24
|
|
|
0.24
|
|
|
0.24
|
|
|
0.24
|
|
(1)
|
Per share results for the four quarters may differ from full-year per share results, as a separate computation of the weighted average number of shares outstanding is made for each quarter presented.
|
(2)
|
Third quarter “net income (loss),” “net income (loss) attributable to W. R. Grace & Co. shareholders,” and the related earnings per share data include the effects of a pre-tax charge of $70.0 million for the estimated costs of future remediation-related activities at the former vermiculite mine site in Libby, Montana.
|
(3)
|
Fourth quarter “net income (loss),” “net income (loss) attributable to W. R. Grace & Co. shareholders,” and the related earnings per share data include the effects of the annual pension mark-to-market adjustment.
|
(In millions)
|
|
Balance at beginning of period
|
|
Additions charged to costs and expenses
|
|
Deductions
|
|
Other,
net(1)
|
|
Balance at end of period
|
||||||||||
Valuation and qualifying accounts deducted from assets:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Allowances for notes and accounts receivable
|
|
$
|
12.0
|
|
|
$
|
3.2
|
|
|
$
|
(1.5
|
)
|
|
$
|
—
|
|
|
$
|
13.7
|
|
Valuation allowance for deferred tax assets(2)
|
|
19.9
|
|
|
9.2
|
|
|
(5.0
|
)
|
|
—
|
|
|
24.1
|
|
(In millions)
|
|
Balance at beginning of period
|
|
Additions charged to costs and expenses
|
|
Deductions
|
|
Other,
net(1)
|
|
Balance at end of period
|
||||||||||
Valuation and qualifying accounts deducted from assets:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Allowances for notes and accounts receivable
|
|
$
|
12.0
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
12.0
|
|
Valuation allowance for deferred tax assets(3)
|
|
12.0
|
|
|
10.7
|
|
|
(2.8
|
)
|
|
—
|
|
|
19.9
|
|
(In millions)
|
|
Balance at beginning of period
|
|
Additions charged to costs and expenses
|
|
Deductions
|
|
Other,
net(1)
|
|
Balance at end of period
|
||||||||||
Valuation and qualifying accounts deducted from assets:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Allowances for notes and accounts receivable(4)
|
|
$
|
2.8
|
|
|
$
|
10.6
|
|
|
$
|
(1.3
|
)
|
|
$
|
(0.1
|
)
|
|
$
|
12.0
|
|
Valuation allowance for deferred tax assets(5)
|
|
31.4
|
|
|
0.3
|
|
|
(19.7
|
)
|
|
—
|
|
|
12.0
|
|
(1)
|
Effects of currency translation.
|
(2)
|
The valuation allowance increased $4.2 million from December 31, 2018, to December 31, 2019. The increase was primarily due to the projected taxable income in certain foreign jurisdictions.
|
(3)
|
The valuation allowance increased $7.9 million from December 31, 2017, to December 31, 2018. The increase was primarily due to changes in expected foreign tax credit utilization.
|
(4)
|
The allowance for accounts receivable increased primarily due to a $10.0 million charge to fully reserve for a trade receivable from a Venezuela-based customer related to increased economic uncertainty and the recent political unrest and sanctions.
|
(5)
|
The valuation allowance decreased $19.4 million from December 31, 2016, to December 31, 2017. The decrease was primarily due to the effects of U.S. tax reform.
|
•
|
are not statements of fact, but rather are used to allocate risk to one of the parties if the statements prove to be inaccurate;
|
•
|
may have been qualified by disclosures that were made to the other parties in connection with the negotiation of the applicable agreement, which disclosures are not necessarily reflected in the agreement;
|
•
|
may apply standards of materiality in a way that is different from what may be viewed as material to you or other investors; and
|
•
|
were made only as of the date of the applicable agreement or such other date or dates as may be specified in the agreement and do not reflect more recent developments.
|
Exhibit No.
|
|
Exhibit
|
|
Location
|
|
2.1
|
|
|
|
Exhibit 2.01 to Form 8-K (filed 2/07/14) SEC File No.: 001-13953
|
|
2.2
|
|
|
|
Exhibit 2.02 to Form 8-K (filed 2/07/14) SEC File No.: 001-13953
|
|
2.3
|
|
|
|
Exhibit 2.1 to Form 8-K (filed 1/28/16) SEC File No.: 001-13953
|
|
2.4
|
|
|
|
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 4.01 to Form 8-K (filed 2/07/14) SEC File No.: 001-13953
|
Exhibit No.
|
|
Exhibit
|
|
Location
|
|
4.2
|
|
|
|
Exhibit 10.1 to Form 8-K (filed 11/25/15) SEC File No.: 001-13953
|
|
4.3
|
|
|
|
Exhibit 4.04 to Form 8-K (filed 2/07/14) SEC File No.: 001-13953
|
|
4.4
|
|
|
|
Exhibit 4.05 to Form 8-K (filed 2/07/14) SEC File No.: 001-13953
|
|
4.5
|
|
|
|
Exhibit 4.06 to Form 8-K (filed 2/07/14) SEC File No.: 001-13953
|
|
4.6
|
|
|
|
Exhibit 4.07 to Form 8-K (filed 2/07/14) SEC File No.: 001-13953
|
|
4.7
|
|
|
|
Exhibit 4.08 to Form 8-K (filed 2/07/14) SEC File No.: 001-13953
|
|
4.8
|
|
|
|
Exhibit 4.1 to Form 8-K (filed 9/19/14) SEC File No.: 001-13953
|
|
4.9
|
|
|
|
Exhibit 4.2 to Form 8-K (filed 9/19/14) SEC File No.: 001-13953
|
|
4.10
|
|
|
|
Exhibit 4.3 (included as Exhibit A-1 to Exhibit 4.2) to Form 8-K (filed 9/19/14) SEC File No.: 001-13953
|
|
4.11
|
|
|
|
Exhibit 4.4 (included as Exhibit A-2 to Exhibit 4.2) to Form 8-K (filed 9/19/14) SEC File No.: 001-13953
|
|
4.12
|
|
|
|
Exhibit 4.1 to Form 8-K (filed 4/03/18) SEC File No.: 001-13953
|
|
4.13
|
|
|
|
Exhibit 4.2 to Form 10-Q (filed 5/09/18) SEC File No.: 001-13953
|
|
4.14
|
|
|
|
Filed herewith.
|
|
10.1
|
|
|
|
Exhibit 10.02 to Form 8-K (filed 2/07/14) SEC File No.: 001-13953
|
|
10.2
|
|
|
|
Exhibit 10.03 to Form 8-K (filed 2/07/14) SEC File No.: 001-13953*
|
|
10.3
|
|
|
|
Exhibit 10.2 to Form 8-K (filed 2/09/16) SEC File No.: 001-13953*
|
|
10.4
|
|
|
|
Exhibit 10.1 to Form 8-K (filed 2/09/16) SEC File No.: 001-13953*
|
|
10.5
|
|
|
|
Exhibit 10.3 to Form 8-K (filed 2/09/16) SEC File No.: 001-13953*
|
|
10.6
|
|
|
|
Exhibit 10.7 to Form 10-K (filed 3/28/02) SEC File No.: 001-13953*
|
|
10.7
|
|
|
|
Exhibit 10.8 to Form 10-K (filed 3/28/02) SEC File No.: 001-13953*
|
Exhibit No.
|
|
Exhibit
|
|
Location
|
|
10.8
|
|
|
|
Exhibit 10.17 to Form 10-K (filed 3/13/03) SEC File No.: 001-13953*
|
|
10.9
|
|
|
|
Exhibit 10.2 to Form 8-K (filed 2/04/16) SEC File No.: 001-13953*
|
|
10.10
|
|
|
|
Exhibit 10.1 to Form 8-K (filed 5/12/15) SEC File No.: 001-13953*
|
|
10.11
|
|
|
|
Exhibit 10.1 to Form 8-K (filed 1/28/16) SEC File No.: 001-13953
|
|
10.12
|
|
|
|
Exhibit 10.1 to Form 8-K (filed 3/07/08) SEC File No.: 001-13953*
|
|
10.13
|
|
|
|
Exhibit 10.20 to Form 10-K (filed 2/25/15) SEC File No.: 001-13953*
|
|
10.14
|
|
|
|
Exhibit 10.1 to Form 10-Q (filed 5/07/15) SEC File No.: 001-13953*
|
|
10.15
|
|
|
|
Exhibit 10.1 to Form 10-Q (filed 5/09/18) SEC File No.: 001-13953*
|
|
10.16
|
|
|
|
Exhibit 10.2 to Form 10-Q (filed 5/09/18) SEC File No.: 001-13953*
|
|
10.17
|
|
|
|
Exhibit 10.1 to Form 8-K (filed 5/14/18) SEC File No.: 001-13953*
|
|
10.18
|
|
|
|
Exhibit 10.2 to Form 10-Q (filed 8/08/18) SEC File No.: 001-13953*
|
|
10.19
|
|
|
|
Exhibit 10.3 to Form 10-Q (filed 8/08/18) SEC File No.: 001-13953*
|
|
10.20
|
|
|
|
Exhibit 10.4 to Form 10-Q (filed 8/08/18) SEC File No.: 001-13953*
|
|
10.21
|
|
|
|
Exhibit 10.5 to Form 10-Q (filed 8/08/18) SEC File No.: 001-13953*
|
|
10.22
|
|
|
|
Exhibit 99.1 to Form 8-K (filed 2/20/19) SEC File No.: 001-13953*
|
|
21
|
|
|
|
Filed herewith
|
|
23
|
|
|
|
Filed herewith
|
|
24
|
|
|
|
Filed herewith
|
|
31(i).1
|
|
|
|
Filed herewith
|
|
31(i).2
|
|
|
|
Filed herewith
|
|
32
|
|
|
|
Furnished herewith
|
|
95
|
|
|
|
Filed herewith
|
|
101.INS
|
|
|
Inline XBRL Instance Document
|
|
The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
|
101.SCH
|
|
|
Inline XBRL Taxonomy Extension Schema
|
|
Filed herewith
|
101.CAL
|
|
|
Inline XBRL Taxonomy Extension Calculation Linkbase
|
|
Filed herewith
|
101.DEF
|
|
|
Inline XBRL Taxonomy Extension Definition Linkbase
|
|
Filed herewith
|
Exhibit No.
|
|
Exhibit
|
|
Location
|
|
101.LAB
|
|
|
Inline XBRL Taxonomy Extension Label Linkbase
|
|
Filed herewith
|
101.PRE
|
|
|
Inline XBRL Taxonomy Extension Presentation Linkbase
|
|
Filed herewith
|
104
|
|
|
Cover Page Interactive Data File (formatted as Inline XBRL and included in Exhibit 101)
|
|
Filed herewith
|
*
|
Management contracts and compensatory plans, contracts or arrangements required to be filed as exhibits to this Report.
|
|
W. R. GRACE & CO.
|
|
|
By:
|
/s/ HUDSON LA FORCE
|
|
|
Hudson La Force
President and Chief Executive Officer
(Principal Executive Officer)
|
|
By:
|
/s/ WILLIAM C. DOCKMAN
|
|
|
William C. Dockman
Senior Vice President and Chief Financial Officer
(Principal Financial Officer and
Principal Accounting Officer)
|
Signature
|
|
|
|
Title
|
R. F. Cummings, Jr.*
|
|
}
|
|
|
D. H. Gulyas*
|
|
}
|
|
|
J. Fasone Holder*
|
|
}
|
|
|
J. N. Quinn*
|
|
}
|
|
|
K. G. Reiland*
|
|
}
|
|
Directors
|
H. R. Slack*
|
|
}
|
|
|
C. J. Steffen*
|
|
}
|
|
|
M. E. Tomkins*
|
|
}
|
|
|
S. Yanai*
|
|
}
|
|
|
/s/ HUDSON LA FORCE
|
|
President and Chief Executive Officer and Director
(Principal Executive Officer)
|
Hudson La Force
|
|
|
/s/ WILLIAM C. DOCKMAN
|
|
Senior Vice President and Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer)
|
William C. Dockman
|
|
*
|
By signing his name hereto, Mark A. Shelnitz is signing this document on behalf of each of the persons indicated above pursuant to powers of attorney duly executed by such persons and filed with the Securities and Exchange Commission.
|
|
By:
|
/s/ MARK A. SHELNITZ
|
|
|
Mark A. Shelnitz
(Attorney-in-Fact)
|
1.
|
prior to the date of the business combination, the Board of Directors of the corporation approved either the business combination or the transaction which resulted in the stockholder becoming an interested stockholder;
|
2.
|
upon consummation of the transaction that resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced, excluding for purposes of determining the voting stock outstanding (but not the outstanding voting stock owned by the interested stockholder) (a) shares owned by persons who are directors and also officers and (b) shares owned by employee stock plans in which employee participants do not have the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer; or
|
3.
|
at or subsequent to the date of the business combination, the business combination is approved by the Board of Directors and authorized at an annual or special meeting of stockholders, and not by written consent, by the affirmative vote of at least 66-2/3% of the outstanding voting stock which is not owned by the interested stockholder.
|
SUBSIDIARY NAME
|
STATE OF INCORPORATION
|
Alltech Associates, Inc.
|
IL
|
Gloucester New Communities Company, Inc.
|
NJ
|
Grace Chemical Company of Cuba
|
IL
|
Grace Collections, Inc.
|
DE
|
Grace Energy Corporation
|
DE
|
Grace Management Services, Inc.
|
DE
|
Grace PAR Corporation
|
DE
|
Grace Technologies, Inc.
|
DE
|
Guanica-Caribe Land Development Corporation
|
DE
|
Kootenai Development Company
|
MT
|
W. R. Grace Capital Corporation
|
NY
|
W. R. Grace International LLC
|
DE
|
W. R. Grace & Co.-Conn.
|
CT
|
W. R. Grace Land Corporation
|
NY
|
COUNTRY/
SUBSIDIARY NAME
|
ABU DHABI FREE ZONE
|
Grace Refining Technologies Middle East Trading Ltd.
|
AUSTRALIA
|
Alltech Associates (Australia) Pty. Ltd.
|
BRAZIL
|
W. R. Grace Brasil Indústria e Comércio de Produtos Quimicos Ltda.
|
CANADA
|
GEC Divestment Corporation Ltd.
|
W. R. Grace Canada Corp.
|
CHINA – PEOPLE’S REPUBLIC OF
|
Grace Catalysts (Qingdao) Company Limited
|
Grace Trading (Shanghai) Co. Ltd.
|
CUBA
|
Envases Industriales y Comerciales, S.A.
|
Papelera Camagueyana, S.A.
|
FRANCE
|
Alltech France S.A.R.L.
|
GERMANY
|
Alltech Grom GmbH
|
Grace Germany GmbH (fka Grace Energy GmbH)
|
Grace Europe Holding GmbH
|
Grace GmbH (fka Grace GmbH & Co. KG)
|
Grace GP GmbH
|
Grace Management GP GmbH
|
Grace Silica GmbH
|
Mertus 366.GmbH
|
HONG KONG
|
W. R. Grace Trading (Hong Kong) Limited
|
HUNGARY
|
Grace Értékesito Kft.
|
INDIA
|
Grace Davison Chemicals India Pvt. Ltd.
|
IRELAND
|
Grace European Finance (Dublin) Limited
|
ITALY
|
Alltech Italia S.R.L.
|
Grace Italy S.r.l.
|
JAPAN
|
W. R. Grace Japan K.K.
|
KOREA
|
W. R. Grace Korea Inc.
|
W. R. Grace Korea Limited
|
COUNTRY/
SUBSIDIARY NAME
|
LUXEMBOURG
|
Grace Luxembourg S.à r.l.
|
MALAYSIA
|
W. R. Grace Specialty Chemicals (Malaysia) Sdn. Bhd.
|
MEXICO
|
Grace Holdings, S.A. de C.V.
|
NETHERLANDS
|
Alltech Applied Science B.V.
|
Denac Nederland B.V.
|
Grace Netherlands B.V.
|
OMAN
|
Grace Catalysts LLC
|
PHILIPPINES
|
Grace Global Operations Center (Philippines) Inc.
|
RUSSIA
|
Grace CIS LLC
|
SINGAPORE
|
Grace Products (Singapore) Private Limited
|
SOUTH AFRICA
|
Grace Products South Africa (Private) Limited
|
SPAIN
|
Grace Catalysts & Materials S.L.U.
|
SWEDEN
|
Grace Catalyst AB
|
THAILAND
|
W. R. Grace Trading (Thailand) Limited
|
TURKEY
|
Grace Turkey Kimyevi Madde Hizmetleri Anonim Sirketi (Grace Turkey Chemicals Services Inc.)
|
UNITED KINGDOM
|
Alltech Associates Applied Science Limited
|
Robert F. Cummings, Jr.
|
/s/ Robert F. Cummings, Jr.
|
Julie Fasone Holder
|
/s/ Julie Fasone Holder
|
Diane H. Gulyas
|
/s/ Diane H. Gulyas
|
Jeffry N. Quinn
|
/s/ Jeffry N. Quinn
|
Kathleen G. Reiland
|
/s/ Kathleen G. Reiland
|
Henry R. Slack
|
/s/ Henry R. Slack
|
Christopher J. Steffen
|
/s/ Christopher J. Steffen
|
Mark E. Tomkins
|
/s/ Mark E. Tomkins
|
Shlomo Yanai
|
/s/ Shlomo Yanai
|
1.
|
I have reviewed this annual report on Form 10-K 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.
|
|
|
/s/ WILLIAM C. DOCKMAN
|
|
|
William C. Dockman
Senior Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) |
1.
|
I have reviewed this annual report on Form 10-K 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.
|
|
|
/s/ HUDSON LA FORCE
|
|
|
Hudson La Force
President and Chief Executive Officer
(Principal Executive Officer)
|
/s/ HUDSON LA FORCE
|
|
|
Hudson La Force
President and Chief Executive Officer
(Principal Executive Officer)
|
|
|
|
|
|
/s/ WILLIAM C. DOCKMAN
|
|
|
William C. Dockman
Senior Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) |
|
|
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
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
242
|
|
—
|
|
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.
|
Mine
|
|
Pending as of
December 31, 2019
(#)
|
|
Instituted during fiscal year 2019
(#)
|
|
Resolved during fiscal year 2019
(#)
|
Clay Mine
Aiken, SC
|
|
—
|
|
—
|
|
—
|
*
|
29 CFR part 2700.
|