Table of Contents

 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
ý
 
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended March 31, 2018
or
o
 
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File Number 1-13953
W. R. GRACE & CO.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation or organization)
65-0773649
(I.R.S. Employer Identification No.)
7500 Grace Drive, Columbia, Maryland 21044-4098
(Address of principal executive offices) (Zip code)
(410) 531-4000
(Registrant’s telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý    No o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ý    No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ý
 
Accelerated filer o
Non-accelerated filer o (Do not check if a smaller reporting company)
 
Smaller reporting company o
Emerging growth company o
 
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o    No ý
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes ý    No o
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
Class
 
Outstanding at April 30, 2018
Common Stock, $0.01 par value per share
 
67,296,308 shares
 


Table of Contents

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

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PART I. FINANCIAL INFORMATION
Item 1.    Financial Statements
Review by Independent Registered Public Accounting Firm
With respect to the interim consolidated financial statements included in this Quarterly Report on Form 10-Q for the quarter ended March 31, 2018, PricewaterhouseCoopers LLP, the Company’s independent registered public accounting firm, has applied limited procedures in accordance with professional auditing standards for a review of such information. Their report on the interim consolidated financial statements, which follows, states that they did not audit and they do not express an opinion on the unaudited interim consolidated financial statements. Accordingly, the degree of reliance on their report on the unaudited interim consolidated financial statements should be restricted in light of the limited nature of the review procedures applied. This report is not considered a “report” within the meaning of Sections 7 and 11 of the Securities Act of 1933, and, therefore, the independent accountants’ liability under Section 11 does not extend to it.

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

Results of Review of Financial Statements

We have reviewed the accompanying consolidated balance sheet of W. R. Grace & Co. and its subsidiaries as of March 31, 2018, and the related consolidated statements of operations, of comprehensive income (loss), of equity, and of cash flows for the three-month periods ended March 31, 2018 and 2017, including the related notes (collectively referred to as the “interim financial statements”). Based on our reviews, we are not aware of any material modifications that should be made to the accompanying interim financial statements for them to be in conformity with accounting principles generally accepted in the United States of America.

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

Basis for Review Results

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


/s/ PricewaterhouseCoopers LLP
Baltimore, Maryland
May 9, 2018


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W. R. Grace & Co. and Subsidiaries
Consolidated Statements of Operations (unaudited)
 
Three Months Ended March 31,
(In millions, except per share amounts)
2018
 
2017
Net sales
$
431.5

 
$
398.0

Cost of goods sold
262.0

 
244.8

Gross profit
169.5

 
153.2

Selling, general and administrative expenses
69.3

 
65.5

Research and development expenses
14.7

 
13.9

Provision for environmental remediation, net
0.1

 
—

Equity in earnings of unconsolidated affiliate
(5.4
)
 
(7.0
)
Restructuring and repositioning expenses
5.6

 
2.3

Interest expense and related financing costs
19.3

 
19.5

Other (income) expense, net
(2.3
)
 
(1.9
)
Total costs and expenses
101.3

 
92.3

Income (loss) before income taxes
68.2

 
60.9

(Provision for) benefit from income taxes
(24.8
)

(18.0
)
Net income (loss)
43.4

 
42.9

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

 
—

Net income (loss) attributable to W. R. Grace & Co. shareholders
$
43.6

 
$
42.9

Earnings Per Share Attributable to W. R. Grace & Co. Shareholders
 
 
 
Basic earnings per share:
 
 
 
Net income (loss)
$
0.64

 
$
0.63

Weighted average number of basic shares
67.6


68.3

Diluted earnings per share:
 
 
 
Net income (loss)
$
0.64

 
$
0.63

Weighted average number of diluted shares
67.7

 
68.5

Dividends per common share
$
0.24

 
$
0.21


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

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W. R. Grace & Co. and Subsidiaries
Consolidated Statements of Comprehensive Income (Loss) (unaudited)
 
Three Months Ended March 31,
(In millions)
2018
 
2017
Net income (loss)
$
43.4

 
$
42.9

Other comprehensive income (loss), net of income taxes:
 
 
 
Defined benefit pension and other postretirement plans
(0.2
)
 
(0.3
)
Currency translation adjustments
(18.2
)
 
(1.4
)
Gain (loss) from hedging activities
1.8

 
0.7

Total other comprehensive income (loss)
(16.6
)
 
(1.0
)
Comprehensive income (loss)
26.8

 
41.9

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

 
—

Comprehensive income (loss) attributable to W. R. Grace & Co. shareholders
$
27.0

 
$
41.9


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

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W. R. Grace & Co. and Subsidiaries
Consolidated Statements of Cash Flows (unaudited)
 
Three Months Ended March 31,
(In millions)
2018
 
2017
OPERATING ACTIVITIES
 
 
 
Net income (loss)
$
43.4

 
$
42.9

Reconciliation to net cash provided by (used for) operating activities:
 
 
 
Depreciation and amortization
25.0

 
27.1

Equity in earnings of unconsolidated affiliate
(5.4
)
 
(7.0
)
Costs related to legacy product, environmental and other claims
1.5


2.1

Cash paid for legacy product, environmental and other claims
(6.3
)
 
(40.7
)
Provision for (benefit from) income taxes
24.8

 
18.0

Cash paid for income taxes
(8.9
)
 
(15.4
)
Income tax refunds received
—

 
0.8

Interest expense and related financing costs
19.3


19.5

Cash paid for interest
(5.3
)
 
(4.9
)
Defined benefit pension expense
3.8

 
5.0

Cash paid under defined benefit pension arrangements
(3.7
)
 
(3.8
)
Changes in assets and liabilities, excluding effect of currency translation and acquisitions:
 
 
 
Trade accounts receivable
20.1

 
19.8

Inventories
(23.0
)
 
(4.4
)
Accounts payable
10.5

 
10.1

All other items, net
(6.8
)
 
(33.2
)
Net cash provided by (used for) operating activities
89.0

 
35.9

INVESTING ACTIVITIES
 
 
 
Capital expenditures
(50.1
)
 
(31.0
)
Other investing activities
1.6

 
0.1

Net cash provided by (used for) investing activities
(48.5
)
 
(30.9
)
FINANCING ACTIVITIES
 
 
 
Borrowings under credit arrangements
8.6

 
38.9

Repayments under credit arrangements
(11.7
)
 
(41.7
)
Cash paid for repurchases of common stock
(35.0
)
 
(10.0
)
Proceeds from exercise of stock options
0.8

 
6.0

Dividends paid to shareholders
(16.2
)
 
(14.3
)
Other financing activities
(1.6
)
 
(0.3
)
Net cash provided by (used for) financing activities
(55.1
)
 
(21.4
)
Effect of currency exchange rate changes on cash, cash equivalents, and restricted cash
2.4

 
2.2

Net increase (decrease) in cash and cash equivalents
(12.2
)

(14.2
)
Cash, cash equivalents, and restricted cash, beginning of period(1)
163.5

 
100.6

Cash, cash equivalents, and restricted cash, end of period(2)
$
151.3

 
$
86.4

 
 
 
 
Supplemental disclosure of cash flow information
 
 
 
Capital expenditures in accounts payable
$
29.6

 
$
21.2

Net share settled stock option exercises
—

 
1.2

___________________________________________________________________________________________________________________
(1)
Includes $10.7 million and $10.0 million of restricted cash and cash equivalents at December 31, 2017 and 2016, respectively.
(2)
Includes $1.4 million and $10.0 million of restricted cash and cash equivalents at March 31, 2018 and 2017, respectively.

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

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W. R. Grace & Co. and Subsidiaries
Consolidated Balance Sheets (unaudited)
(In millions, except par value and shares)
March 31,
2018
 
December 31,
2017
ASSETS
 
 
 
Current Assets
 
 
 
Cash and cash equivalents
$
149.9

 
$
152.8

Restricted cash and cash equivalents
1.4

 
10.7

Trade accounts receivable, less allowance of $11.7 (2017—$11.7)
269.1

 
285.2

Inventories
256.2

 
230.9

Other current assets
51.0


49.0

Total Current Assets
727.6

 
728.6

Properties and equipment, net of accumulated depreciation and amortization of $1,497.9 (2017—$1,463.4)
829.4

 
799.1

Goodwill
405.2

 
402.4

Technology and other intangible assets, net
251.6

 
255.4

Deferred income taxes
550.6

 
556.5

Investment in unconsolidated affiliate
132.2

 
125.9

Other assets
48.5


39.1

Total Assets
$
2,945.1

 
$
2,907.0

LIABILITIES AND EQUITY
 
 
 
Current Liabilities
 
 
 
Debt payable within one year
$
14.8

 
$
20.1

Accounts payable
217.3

 
210.3

Other current liabilities
233.5

 
217.8

Total Current Liabilities
465.6

 
448.2

Debt payable after one year
1,531.7

 
1,523.8

Underfunded and unfunded defined benefit pension plans
516.0

 
502.4

Other liabilities
185.9

 
169.3

Total Liabilities
2,699.2

 
2,643.7

Commitments and Contingencies—Note 8
 
 
 
Equity
 
 
 
Common stock issued, par value $0.01; 300,000,000 shares authorized; outstanding: 67,295,704 (2017—67,780,410)
0.7

 
0.7

Paid-in capital
476.1

 
474.8

Retained earnings
603.7

 
573.1

Treasury stock, at cost: shares: 10,160,923 (2017—9,676,217)
(864.6
)
 
(832.1
)
Accumulated other comprehensive income (loss)
23.3

 
39.9

Total W. R. Grace & Co. Shareholders’ Equity
239.2

 
256.4

Noncontrolling interests
6.7

 
6.9

Total Equity
245.9

 
263.3

Total Liabilities and Equity
$
2,945.1

 
$
2,907.0


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

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

 
$
619.3

 
$
(804.9
)
 
$
66.4

 
$
3.6

 
$
372.4

Net income (loss)
—

 
42.9

 
—

 
—

 
—

 
42.9

Repurchase of common stock
—

 
—

 
(10.0
)
 
—

 
—

 
(10.0
)
Payments to taxing authorities in consideration of employee tax obligations related to stock-based compensation arrangements
(2.2
)
 
—

 
—

 
—

 
—

 
(2.2
)
Stock-based compensation
2.4

 
—

 
—

 
—

 
—

 
2.4

Exercise of stock options
(8.8
)
 
—

 
14.4

 
—

 
—

 
5.6

Other comprehensive (loss) income
—

 
—

 
—

 
(1.0
)
 
—

 
(1.0
)
Dividends declared
—

 
(14.4
)
 
—

 
—

 
—

 
(14.4
)
Balance, March 31, 2017
$
479.4

 
$
647.8

 
$
(800.5
)
 
$
65.4

 
$
3.6

 
$
395.7

Balance, December 31, 2017
$
475.5

 
$
573.1

 
$
(832.1
)
 
$
39.9

 
$
6.9

 
$
263.3

Net income (loss)
—

 
43.6

 
—

 
—

 
(0.2
)
 
43.4

Repurchase of common stock
—

 
—

 
(35.0
)
 
—

 
—

 
(35.0
)
Payments to taxing authorities in consideration of employee tax obligations related to stock-based compensation arrangements
(0.7
)
 
—

 
—

 
—

 
—

 
(0.7
)
Stock-based compensation
3.7

 
—

 
—

 
—

 
—

 
3.7

Exercise of stock options
(0.4
)
 
—

 
1.2

 
—

 
—

 
0.8

Shares issued
(1.3
)
 
—

 
1.3

 
—

 
—

 
—

Dividends declared
—

 
(16.2
)
 
—

 
—

 
—

 
(16.2
)
Other comprehensive (loss) income
—

 
—

 
—

 
(16.6
)
 
—

 
(16.6
)
Adjustment to retained earnings for adoption of ASC 606
—

 
3.2

 
—

 
—

 
—

 
3.2

Balance, March 31, 2018
$
476.8

 
$
603.7

 
$
(864.6
)
 
$
23.3

 
$
6.7

 
$
245.9


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

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Table of Contents

Notes to Consolidated Financial Statements
1. Basis of Presentation and Summary of Significant Accounting and Financial Reporting Policies
W. R. Grace & Co., through its subsidiaries, is engaged in specialty chemicals and specialty materials businesses on a global basis through two reportable segments: Grace Catalysts Technologies, which includes catalysts and related products and technologies used in refining, petrochemical and other chemical manufacturing applications; and Grace Materials Technologies, which includes specialty materials, including silica-based and silica-alumina-based materials, used in coatings, consumer, industrial, and pharmaceutical applications.
W. R. Grace & Co. conducts all of its business through a single wholly owned subsidiary, W. R. Grace & Co.–Conn. (“Grace–Conn.”). Grace–Conn. owns all of the assets, properties and rights of W. R. Grace & Co. on a consolidated basis, either directly or through subsidiaries.
As used in these notes, the term “Company” refers to W. R. Grace & Co. The term “Grace” refers to the Company and/or one or more of its subsidiaries and, in certain cases, their respective predecessors.
Basis of Presentation    The interim Consolidated Financial Statements presented herein are unaudited and should be read in conjunction with the Consolidated Financial Statements presented in the Company’s 2017 Annual Report on Form 10-K. Such interim Consolidated Financial Statements reflect all adjustments that, in the opinion of management, are necessary for a fair statement of the results of the interim periods presented; all such adjustments are of a normal recurring nature except for the impacts of adopting new accounting standards as discussed below. All significant intercompany accounts and transactions have been eliminated.
The results of operations for the three-month interim period ended March 31, 2018, are not necessarily indicative of the results of operations to be attained for the year ending December 31, 2018.
Use of Estimates    The preparation of financial statements in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the Consolidated Financial Statements, and the reported amounts of revenues and expenses for the periods presented. Actual amounts could differ from those estimates, and the differences could be material. Changes in estimates are recorded in the period identified. Grace’s accounting measurements that are most affected by management’s estimates of future events are:
•
Realization values of net deferred tax assets, which depend on projections of future taxable income (see Note 5);
•
Pension and postretirement liabilities, which depend on assumptions regarding participant life spans, future inflation, discount rates and total returns on invested funds (see Note 6);
•
Carrying values of goodwill and other intangible assets, which depend on assumptions of future earnings and cash flows; and
•
Contingent liabilities, which depend on an assessment of the probability of loss and an estimate of ultimate obligation, such as litigation (see Note 8), income taxes (see Note 5), and environmental remediation (see Note 8).
Reclassifications    Certain amounts in prior years’ Consolidated Financial Statements have been reclassified to conform to the current year presentation. Such reclassifications have not materially affected previously reported amounts in the Consolidated Financial Statements.
Long-Lived Assets    During the 2018 first quarter, Grace, with the assistance of an outside accounting firm, completed a study to evaluate the useful lives of its operating machinery and equipment, including a review of historical asset retirement data as well as review and analysis of relevant industry practices. As a result of this study, effective January 1, 2018, Grace revised the accounting useful lives of certain machinery and equipment, which was determined to be a change in accounting estimate and is being applied prospectively. As a result of this change in accounting estimate, Grace’s depreciation expense with respect to such machinery and equipment was reduced by $2.7 million, resulting in an increase to net income of $2.1 million or $0.03 per diluted share, for the three months ended March 31, 2018. Estimated useful lives for operating machinery and equipment, which previously ranged from 3 to 10 years, now range from 5 to 25 years.

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Notes to Consolidated Financial Statements (Continued)

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

Recently Issued Accounting Standards    In February 2016, the FASB issued ASU 2016-02 “Leases (Topic 842).” This update is intended to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. The core principle of Topic 842 is that a lessee should recognize the assets and liabilities that arise from leases. A lessee should recognize in the statement of financial position a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying asset for the lease term, including optional payments where they are reasonably certain to occur. Currently, as a lessee, Grace is a party to a number of leases which, under existing guidance, are classified as operating leases and not recorded on the balance sheet but expensed as incurred. Under the new standard, many of these leases will be recorded on the Consolidated Balance Sheets. Grace will adopt the standard in the 2019 first quarter. Grace has begun its evaluation of the new standard and at this time cannot reasonably estimate the effect of adoption.
In January 2017, the FASB issued ASU 2017-04 “Intangibles—Goodwill and Other (Topic 350).” This update modifies the concept of impairment from the condition that exists when the carrying amount of goodwill exceeds its implied fair value to the condition that exists when the carrying amount of a reporting unit exceeds its fair value. An entity no longer will determine goodwill impairment by calculating the implied fair value of goodwill by assigning the fair value of a reporting unit to all of its assets and liabilities as if that reporting unit had been acquired in a business combination (“Step 2”). Because these amendments eliminate Step 2 from the goodwill impairment test, they should reduce the cost and complexity of evaluating goodwill for impairment. Grace is required to adopt the amendments in this update on January 1, 2020. Early adoption is permitted. Grace is currently evaluating the timing of adoption and does not expect the update to have a material effect on the Consolidated Financial Statements.
In January 2018, the FASB issued ASU 2018-01 “Leases (Topic 842): Land Easement Practical Expedient for Transition to Topic 842.” This update provides an optional transition practical expedient that allows an entity to elect not to evaluate under Topic 842 existing or expired land easements not previously accounted for as leases. All land easements entered into or modified after the adoption of Topic 842 must be evaluated under Topic 842. Grace, which typically does not account for easements under current lease accounting, will use the transition practical expedient when adopting Topic 842 in the 2019 first quarter and at this time cannot reasonably estimate the effect of adoption.
In February 2018, the FASB issued ASU 2018-02 “Income Statement—Reporting Comprehensive Income (Topic 220).” This update addresses the revaluation of deferred tax assets and liabilities due to the Tax Cuts and Jobs Act of 2017 impacting income from continuing operations, even if the initial income tax effects were recognized in other comprehensive income. The update allows entities to reclassify the tax effects that were originally in other comprehensive income from accumulated other comprehensive income to retained earnings. The update requires entities to disclose whether the election was made and a description of the income tax effects. The update can be: (a) applied to the period of adoption, or (b) applied retrospectively to each period in which the Tax Cuts and Jobs Act of 2017 is in effect. Grace is required to adopt the amendments in this update for on January 1, 2019, with early adoption permitted. Grace is currently evaluating the timing and effect of adoption.
Recently Adopted Accounting Standards    In November 2016, the FASB issued ASU 2016-18 “Statement of Cash Flows (Topic 230): Restricted Cash,” which requires that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Therefore, amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. Grace adopted the update in the 2018 first quarter. Restricted cash included in the Consolidated Balance Sheets as of March 31, 2018, was $1.4 million.
In January 2017, the FASB issued ASU 2017-01 “Business Combinations (Topic 805),” which provides a screen to determine when an integrated set of assets and activities is not a business. The screen requires that when substantially all of the fair value of the gross assets acquired (or disposed of) is concentrated in a single identifiable asset or a group of similar identifiable assets, the set is not a business. This screen reduces the number of transactions that need to be further evaluated. If the screen is not met, the amendments in this update

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Notes to Consolidated Financial Statements (Continued)

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

(1) require that to be considered a business, a set must include, at a minimum, an input and a substantive process that together significantly contribute to the ability to create output, and (2) remove the evaluation of whether a market participant could replace missing elements. The amendments in this update also narrow the definition of the term “output” so that the term is consistent with how outputs are described in ASC 606. Grace adopted the update in the 2018 first quarter, and it did not have an effect on the Consolidated Financial Statements.
In May 2017, the FASB issued ASU 2017-09 “Compensation—Stock Compensation (Topic 718).” This update clarifies the existing definition of the term “modification,” which is currently defined as “a change in any of the terms or conditions of a share-based payment award.” The update requires entities to account for modifications of share-based payment awards unless the (1) fair value, (2) vesting conditions, and (3) classification as an equity instrument or a liability instrument of the modified award are the same as of the original award before modification. Grace adopted the update in the 2018 first quarter, and it did not have an effect on the Consolidated Financial Statements.
Revenue Recognition
In May 2014, the FASB issued ASU 2014-09 “Revenue from Contracts with Customers (Topic 606)” (“ASC 606”). This update was intended to remove inconsistencies and weaknesses in revenue requirements; provide a more robust framework for addressing revenue issues; improve comparability of revenue recognition practices across entities, industries, jurisdictions and capital markets; provide more useful information to users of financial statements through improved disclosure requirements; and simplify the preparation of financial statements by reducing the number of requirements to which an entity must refer. Grace adopted ASC 606 with a date of initial application of January 1, 2018. Grace applied the standard to all customer contracts. As a result, Grace has changed its accounting policy for revenue recognition as detailed below.
Grace applied ASC 606 using the modified retrospective method, that is, by recognizing the cumulative effect of initially applying ASC 606 as an adjustment to “retained earnings” at the date of initial application. Results for periods beginning after December 31, 2017, are presented under ASC 606, while the comparative information has not been adjusted and continues to be reported in accordance with Grace’s historical accounting under ASC 605 "Revenue Recognition" (“ASC 605”).
Under ASC 606, revenue from customer arrangements is recognized when control is transferred to the customer. For product sales, control is transferred at the point in time at which risk of loss and title have transferred to the customer, which is determined based on shipping terms. Terms of delivery and terms of payment are generally included in customer contracts of sale, order confirmation documents, and invoices. Grace defers revenue recognition until no other significant Grace obligations remain. Grace’s customer arrangements do not contain significant acceptance provisions. For Grace’s licensed technology business, revenue is recognized ratably over the period of performance of the contract, as the customer simultaneously receives and consumes the benefits provided by Grace’s technology licensing engineers before and during the licensee’s plant construction. Contract periods range from three to seven years, depending on the scope of the licensee’s project.
Certain of Grace's contracts with customers include multiple performance obligations, particularly in the licensed technology business. For such arrangements, where applicable and material, Grace allocates revenue to each performance obligation based on its relative standalone selling price. Grace generally determines standalone selling prices based on the negotiated, contractual prices charged to customers. In instances where individual deliverables within a bundle of goods and/or services are not distinct, the bundle is accounted for as a single performance obligation. Revenue for the bundled deliverables is recognized when control is transferred to the customer, which can be at a point in time or over a period of time.
In its implementation of ASC 606, Grace assessed its customer arrangements at the operating segment level, and based on the similarity of arrangements, Grace elected to use the portfolio method practical expedient. Based on the promises made to customers, exclusive of its licensed technology business, Grace determined that it has a performance obligation to manufacture and deliver products to its customers. For Grace’s licensed

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Notes to Consolidated Financial Statements (Continued)

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

technology business, Grace determined that the customer arrangements contain multiple performance obligations, including licensing the technology and providing engineering design packages and technical services to the customers to enable them to realize the benefit of the technology. Grace makes certain other promises in its customer arrangements that are immaterial in the context of the contracts.
Generally, transaction prices charged to Grace’s customers are fixed at the time of invoicing, and Grace expects to collect the fixed amount according to its customer payment terms. For product sales, payment is generally due within 30 to 60 days of invoicing. Grace invoices its technology license customers as certain project milestones are achieved, and payment terms are similar to those of Grace’s product sales.
Grace offers various incentives to its customers that result in variable consideration, including but not limited to volume discounts, which reward bulk purchases by lowering the price for future purchases, and volume rebates, which encourage customers to purchase volume levels that would reduce their current prices. These incentives are immaterial to the Consolidated Financial Statements.
Taxes that Grace collects that are assessed by a governmental authority, and that are both imposed on and concurrent with any of its revenue-producing activities, are excluded from revenue. Grace considers shipping and handling activities that it performs as activities to fulfill the sales of its products. Amounts billed for shipping and handling are included in net sales, while costs incurred for shipping and handling are included in cost of sales, in accordance with the practical expedient provided by ASC 606.
Except for the changes below, Grace has consistently applied its accounting policy for revenue recognition to all periods presented in the Consolidated Financial Statements.
Grace recorded a net increase to “retained earnings” of $3.2 million as of January 1, 2018, which represents the cumulative impact of adopting ASC 606, with a corresponding reduction to “other liabilities.” The cumulative adjustment results from a change in accounting for contingent revenue related to technology licensing arrangements. Under ASC 605, certain revenue was not realized until a contractual contingency was resolved. Upon adoption of ASC 606, Grace estimates all forms of variable consideration, including contingent amounts, at the inception of the arrangement and recognizes it over the period of performance.
The tables below present the effect of the adoption of ASC 606 on Grace’s Consolidated Statements of Operations and Consolidated Balance Sheets.
Consolidated Statements of Operations
 
Three months ended March 31, 2018
(In millions)
Under ASC 605
 
As Reported (ASC 606)
 
Effect of Change
Net sales
$
431.4

 
$
431.5

 
$
0.1

Gross profit
169.4

 
169.5

 
0.1

Income (loss) before income taxes
68.1

 
68.2

 
0.1

Net income (loss)
43.3

 
43.4

 
0.1

Net income (loss) attributable to W. R. Grace & Co. Shareholders
43.5

 
43.6

 
0.1

Consolidated Balance Sheets
 
March 31, 2018
(In millions)
Under ASC 605
 
As Reported (ASC 606)
 
Effect of Change
Other liabilities
$
189.2

 
$
185.9

 
$
(3.3
)
Retained earnings
600.4

 
603.7

 
3.3


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Notes to Consolidated Financial Statements (Continued)

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

ASU 2017-07 “Compensation—Retirement Benefits (Topic 715)”
In March 2017, the FASB issued ASU 2017-07 “Compensation—Retirement Benefits (Topic 715).” This update requires that the service cost component of net benefit cost be presented with other compensation costs arising from services rendered. The remaining net benefit cost is either presented as a line item in the statement of operations outside of a subtotal for income from operations, if presented, or disclosed separately. In addition, only the service cost component of net benefit cost can be capitalized. Grace adopted the update in the 2018 first quarter.
The changes in classification of net benefit costs within the Consolidated Statements of Operations have been retrospectively applied to all periods presented. The change in costs capitalizable into inventory was applied prospectively in accordance with the update. The impacts of all adjustments made to previously reported amounts are summarized below:
Consolidated Statements of Operations
 
Three months ended March 31, 2017
(In millions)
Previously Reported
 
Revised
 
Effect of Change
Selling, general and administrative expenses
$
66.5

 
$
67.0

 
$
0.5

Research and development expenses
13.2

 
13.9

 
0.7

Other (income) expense
(2.2
)
 
(3.4
)
 
(1.2
)
2. Inventories
Inventories are stated at the lower of cost or net realizable value, and cost is determined using FIFO. Inventories consisted of the following at March 31, 2018, and December 31, 2017:
(In millions)
March 31,
2018
 
December 31,
2017
Raw materials
$
52.1

 
$
48.8

In process
39.4

 
33.0

Finished products
138.8

 
124.7

Other
25.9

 
24.4

Total inventory
$
256.2

 
$
230.9


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Notes to Consolidated Financial Statements (Continued)

3. Debt

Components of Debt
(In millions)
March 31,
2018
 
December 31,
2017
5.125% senior notes due 2021, net of unamortized debt issuance costs of $5.4 at March 31, 2018 (2017—$5.8)
$
694.6

 
$
694.2

U.S. dollar term loan, net of unamortized debt issuance costs and discounts of $4.1 at March 31, 2018 (2017—$4.3)
404.3

 
404.1

5.625% senior notes due 2024, net of unamortized debt issuance costs of $3.3 at March 31, 2018 (2017—$3.5)
296.7

 
296.5

Euro term loan, net of unamortized debt issuance costs and discounts of $0.9 at March 31, 2018 (2017—$1.0)
98.4

 
94.0

Debt payable to unconsolidated affiliate
45.6

 
42.4

Other borrowings(1)
6.9

 
12.7

Total debt
1,546.5

 
1,543.9

Less debt payable within one year
14.8

 
20.1

Debt payable after one year
$
1,531.7

 
$
1,523.8

Weighted average interest rates on total debt
4.8
%
 
4.7
%
___________________________________________________________________________________________________________________
(1)    Represents borrowings under various lines of credit and other borrowings, primarily by non-U.S. subsidiaries.
See Note 4 for a discussion of the fair value of Grace’s debt.
The principal maturities of debt outstanding at March 31, 2018, were as follows:
 
(In millions)
2018
$
12.5

2019
9.3

2020
8.0

2021
1,203.9

2022
5.7

Thereafter
307.1

Total debt
$
1,546.5

Grace also maintained a $300 million revolving credit facility. As of March 31, 2018, the available credit under this facility was reduced to $267.3 million by outstanding letters of credit. On April 3, 2018, Grace refinanced its U.S. dollar and euro term loans and replaced its revolving credit facility with a new facility. (See Note 16.)
4. Fair Value Measurements and Risk
Certain of Grace’s assets and liabilities are reported at fair value on a gross basis. ASC 820 “Fair Value Measurements and Disclosures” defines fair value as the value that would be received at the measurement date in the principal or “most advantageous” market. Grace uses principal market data, whenever available, to value assets and liabilities that are required to be reported at fair value.
Grace has identified the following financial assets and liabilities that are subject to the fair value analysis required by ASC 820:

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Notes to Consolidated Financial Statements (Continued)

4. Fair Value Measurements and Risk (Continued)

Fair Value of Debt and Other Financial Instruments    Debt payable is recorded at carrying value. Fair value is determined based on Level 2 inputs, including expected future cash flows (discounted at market interest rates), estimated current market prices and quotes from financial institutions.
At March 31, 2018, the carrying amounts and fair values of Grace’s debt were as follows:
 
March 31, 2018
 
December 31, 2017
(In millions)
Carrying Amount
 
Fair Value
 
Carrying Amount
 
Fair Value
5.125% senior notes due 2021(1)
$
694.6

 
$
712.8

 
$
694.2

 
$
728.7

U.S. dollar term loan(2)
404.3

 
403.8

 
404.1

 
409.7

5.625% senior notes due 2024(1)
296.7

 
305.6

 
296.5

 
321.3

Euro term loan(2)
98.4

 
98.3

 
94.0

 
93.7

Other borrowings
52.5

 
52.5

 
55.1

 
55.1

Total debt
$
1,546.5

 
$
1,573.0

 
$
1,543.9

 
$
1,608.5

___________________________________________________________________________________________________________________
(1)
Carrying amounts are net of unamortized debt issuance costs of $5.4 million and $3.3 million as of March 31, 2018, and $5.8 million and $3.5 million as of December 31, 2017, related to the 5.125% senior notes due 2021 and 5.625% senior notes due 2024, respectively.
(2)
Carrying amounts are net of unamortized debt issuance costs and discounts of $4.1 million and $0.9 million as of March 31, 2018, and $4.3 million and $1.0 million as of December 31, 2017, related to the U.S. dollar term loan and euro term loan, respectively.
At March 31, 2018, the recorded values of other financial instruments such as cash equivalents and trade receivables and payables approximated their fair values, based on the short-term maturities and floating rate characteristics of these instruments.
Currency Derivatives    Because Grace operates and/or sells to customers in over 60 countries and in over 30 currencies, its results are exposed to fluctuations in currency exchange rates. Grace seeks to minimize exposure to these fluctuations by matching sales in volatile currencies with expenditures in the same currencies, but it is not always possible to do so. From time to time, Grace uses financial instruments such as currency forward contracts, options, swaps, or combinations thereof to reduce the risk of certain specific transactions. However, Grace does not have a policy of hedging all exposures, because management does not believe that such a level of hedging would be cost-effective. Forward contracts with maturities of not more than 36 months are used and designated as cash flow hedges of forecasted repayments of intercompany loans. The effective portion of gains and losses on these currency hedges is recorded in "accumulated other comprehensive income (loss)" and reclassified into “other (income) expense, net” to offset the remeasurement of the underlying hedged loans. Excluded components (forward points) on these hedges are amortized to income on a systematic basis.
Grace also enters into foreign currency forward contracts to hedge a portion of its net outstanding monetary assets and liabilities. These forward contracts are not designated as hedging instruments under applicable accounting guidance, and therefore all changes in the fair value of the forward contracts are recorded in "other (income) expense, net," in the Consolidated Statements of Operations. These forward contracts are intended to offset the foreign currency gains or losses associated with the underlying monetary assets and liabilities.
The valuation of Grace’s currency exchange rate forward contracts and swaps is determined using an income approach. Inputs used to value currency exchange rate forward contracts consist of: (1) spot rates, which are quoted by various financial institutions; (2) forward points, which are primarily affected by changes in interest rates; and (3) discount rates used to present value future cash flows, which are based on the London Interbank Offered Rate (LIBOR) curve or overnight indexed swap rates. Total notional amounts for forward contracts outstanding as of March 31, 2018, were $187.9 million.
Debt and Interest Rate Swap Agreements    Grace uses interest rate swaps designated as cash flow hedges to manage fluctuations in interest rates on variable rate debt. The effective portion of gains and losses on

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Notes to Consolidated Financial Statements (Continued)

4. Fair Value Measurements and Risk (Continued)

these interest rate cash flow hedges is recorded in “accumulated other comprehensive income (loss)” and reclassified into “interest expense and related financing costs” during the hedged interest period.
In connection with its emergence financing, Grace entered into interest rate swaps beginning on February 3, 2015, and maturing on February 3, 2020, fixing the LIBOR component of the interest on $250 million of Grace’s term debt at a rate of 2.393%. The valuation of these interest rate swaps is determined using an income approach, using prevailing market interest rates and discount rates to present value future cash flows based on the forward LIBOR yield curves. Credit risk is also incorporated into derivative valuations. The interest rate swaps were de-designated and terminated in April 2018 in connection with Grace’s entry into a new credit agreement. (See Note 16.)
The following tables present the fair value hierarchy for financial assets and liabilities measured at fair value on a recurring basis as of March 31, 2018, and December 31, 2017:
 
Fair Value Measurements at March 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
$
2.6

 
$
—

 
$
2.6

 
$
—

Interest rate derivatives
0.6

 
—

 
0.6

 
—

Total Assets
$
3.2

 
$
—

 
$
3.2

 
$
—

Liabilities
 
 
 
 
 
 
 
Interest rate derivatives
$
0.2

 
$
—

 
$
0.2

 
$
—

Currency derivatives
41.3

 
—

 
41.3

 
—

Total Liabilities
$
41.5

 
$
—

 
$
41.5

 
$
—

 
Fair Value Measurements at December 31, 2017, Using

(In millions)
Total
 
Quoted Prices in Active Markets for Identical Assets or Liabilities
(Level 1)
 
Significant Other Observable Inputs
(Level 2)
 
Significant Unobservable Inputs
(Level 3)
Assets
 
 
 
 
 
 
 
Currency derivatives
$
3.1

 
$
—

 
$
3.1

 
$
—

Total Assets
$
3.1

 
$
—

 
$
3.1

 
$
—

Liabilities
 
 
 
 
 
 
 
Interest rate derivatives
$
1.8

 
$
—

 
$
1.8

 
$
—

Currency derivatives
23.8

 
—

 
23.8

 
—

Total Liabilities
$
25.6

 
$
—

 
$
25.6

 
$
—


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Notes to Consolidated Financial Statements (Continued)

4. Fair Value Measurements and Risk (Continued)

The following tables present the location and fair values of derivative instruments included in the Consolidated Balance Sheets as of March 31, 2018, and December 31, 2017:
March 31, 2018
(In millions)
Asset Derivatives
 
Liability Derivatives
Balance Sheet
Location
 
Fair Value
 
Balance Sheet
Location
 
Fair Value
Derivatives designated as hedging instruments under ASC 815:
 
 
 
 
 
 
 
Currency contracts
Other current assets
 
$
2.5

 
Other current liabilities
 
$
4.4

Interest rate contracts
Other current assets
 
—

 
Other current liabilities
 
0.2

Currency contracts
Other assets
 
—

 
Other liabilities
 
35.8

Interest rate contracts
Other assets
 
0.6

 
Other liabilities
 
—

Derivatives not designated as hedging instruments under ASC 815:
 
 
 
 
 
 
 
Currency contracts
Other current assets
 
0.1

 
Other current liabilities
 
1.1

Total derivatives
 
 
$
3.2

 
 
 
$
41.5

December 31, 2017
(In millions)
Asset Derivatives
 
Liability Derivatives
Balance Sheet
Location
 
Fair Value
 
Balance Sheet
Location
 
Fair Value
Derivatives designated as hedging instruments under ASC 815:
 
 
 
 
 
 
 
Currency contracts
Other current assets
 
$
2.7

 
Other current liabilities
 
$
1.4

Interest rate contracts
Other current assets
 
—

 
Other current liabilities
 
1.3

Currency contracts
Other assets
 
—

 
Other liabilities
 
22.2

Interest rate contracts
Other assets
 
—

 
Other liabilities
 
0.5

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

 
Other current liabilities
 
0.2

Total derivatives
 
 
$
3.1

 
 
 
$
25.6

The following tables present the location and amount of gains and losses on derivative instruments included in the Consolidated Statements of Operations or, when applicable, gains and losses initially recognized in other comprehensive income (loss) (“OCI”) for the three months ended March 31, 2018 and 2017:
Three Months Ended March 31, 2018
(In millions)
Amount of Gain (Loss) Recognized in OCI on Derivatives
 
Location of Gain (Loss) Reclassified from Accumulated OCI into Income
 
Amount of Gain (Loss) Reclassified from OCI into Income
Derivatives in ASC 815 cash flow hedging relationships:
 
 
 
 
Interest rate contracts
$
1.5

 
Interest expense
 
$
(0.2
)
Currency contracts(1)
(6.6
)
 
Other expense
 
(6.1
)
Total derivatives
$
(5.1
)
 
 
 
$
(6.3
)
___________________________________________________________________________________________________________________
(1)
Amount of gain (loss) recognized in OCI includes $(0.8) million excluded from the assessment of effectiveness for which the difference between changes in fair value and periodic amortization is recorded in OCI.

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Notes to Consolidated Financial Statements (Continued)

4. Fair Value Measurements and Risk (Continued)

Three Months Ended March 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 OCI into Income
Derivatives in ASC 815 cash flow hedging relationships:
 
 
 
 
Interest rate contracts
$
0.1

 
Interest expense
 
$
(0.9
)
Currency contracts
(0.1
)
 
Other expense
 
—

Total derivatives
$
—

 
 
 
$
(0.9
)
The following table presents the total amounts of income and expense line items presented in the Consolidated Statements of Operations in which the effects of cash flow hedges are reported.
 
Three Months Ended March 31,
 
2018
 
2017
(In millions)
Interest expense
 
Other income (expense)
 
Interest expense
 
Other income (expense)
Total amounts of income and expense line items in the Consolidated Statements of Operations in which the effects of cash flow hedges are recorded
$
19.3

 
$
(2.3
)
 
$
19.5

 
$
(1.9
)
Gain (loss) on cash flow hedging relationships in ASC 815
 
 
 
 
 
 
 
Interest rate contracts
 
 
 
 
 
 
 
Amount of gain (loss) reclassified from accumulated OCI into income
$
(0.2
)
 
$
—

 
$
(0.9
)
 
$
—

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

 
(6.1
)
 
—

 
—

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

 
0.9

 
—

 
—

Net Investment Hedges    Grace uses cross-currency swaps as derivative hedging instruments in certain net investment hedges of its non-U.S. subsidiaries. The effective portion of gains and losses attributable to these net investment hedges is recorded net of tax to “currency translation adjustments” within “accumulated other comprehensive income (loss)” to offset the change in the carrying value of the net investment being hedged. Recognition in earnings of amounts previously recorded to “currency translation adjustments” is limited to circumstances such as complete or substantially complete liquidation of the net investment in the hedged foreign operation. At March 31, 2018, the notional amount of €170.0 million of Grace’s cross-currency swaps was designated as a hedging instrument of its net investment in its European subsidiaries.
Grace also uses foreign currency denominated debt and deferred intercompany royalties as non-derivative hedging instruments in certain net investment hedges. The effective portion of gains and losses attributable to these net investment hedges is recorded to “currency translation adjustments” within “accumulated other comprehensive income (loss).” Recognition in earnings of amounts previously recorded to “currency translation adjustments” is limited to circumstances such as complete or substantially complete liquidation of the net investment in the hedged foreign operation. At March 31, 2018, €80.1 million of Grace’s term loan principal was designated as a hedging instrument of its net investment in its European subsidiaries. At March 31, 2018, €28.1 million of Grace’s deferred intercompany royalties was designated as a hedging instrument of its net investment in its European subsidiaries. The term loan principal was de-designated and repaid in April 2018 in connection with Grace’s entry into a new credit agreement. (See Note 16.)
The following table presents the amount of gains and losses on derivative and non-derivative instruments designated as net investment hedges, recorded to “currency translation adjustments” within “accumulated other comprehensive income (loss)” for the three months ended March 31, 2018 and 2017. There were no reclassifications of the effective portion of net investment hedges out of OCI and into earnings for the periods presented in the tables below.

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Notes to Consolidated Financial Statements (Continued)

4. Fair Value Measurements and Risk (Continued)

 
Three Months Ended March 31,
(In millions)
2018

2017
Derivatives in ASC 815 net investment hedging relationships:
 
 
 
Cross-currency swap
$
(11.3
)
 
$
(2.5
)
Non-derivatives in ASC 815 net investment hedging relationships:
 
 
 
Foreign currency denominated debt
$
(4.4
)
 
$
(2.3
)
Foreign currency denominated deferred intercompany royalties
(1.7
)
 
(1.5
)
 
$
(6.1
)
 
$
(3.8
)
Credit Risk    Grace is exposed to credit risk in its trade accounts receivable. Customers in the petroleum refining industry represent the greatest exposure. Grace’s credit evaluation policies mitigate credit risk exposures, and it has a history of minimal credit losses. Grace does not generally require collateral for its trade accounts receivable but may require a bank letter of credit in certain instances, particularly when selling to customers in cash-restricted countries.
Grace may also be exposed to credit risk in its derivatives contracts. Grace monitors counterparty credit risk and currently does not anticipate nonperformance by counterparties to its derivatives. Grace’s derivative contracts are with internationally recognized commercial financial institutions.
5. Income Taxes
The provision for income taxes for the three months ended March 31, 2018 and 2017, was $24.8 million and $18.0 million, respectively. The $6.8 million increase is primarily due to the Tax Cuts and Jobs Act of 2017 (the “Act”) Global Intangible Low Taxed Income (“GILTI”) 2018 first quarter tax charge of $5.9 million and a $2.5 million discrete benefit primarily related to share-based compensation deductions in the 2017 first quarter that did not repeat in 2018, offset by $1.6 million primarily related to the tax impact of the change of Grace’s geographic mix of income.
On December 22, 2017, the Act was signed into law, making significant changes to the Internal Revenue Code. Changes include a federal corporate tax rate decrease from 35% to 21% for tax years beginning after December 31, 2017, the transition of U.S. international taxation from a worldwide tax system to a territorial system, and a one-time transition tax on the mandatory deemed repatriation of foreign earnings.
On December 22, 2017, the SEC issued Staff Accounting Bulletin No. 118 (“SAB 118”) to address the application of U.S. GAAP in situations when a registrant does not have the necessary information available, prepared, or analyzed (including computations) in reasonable detail to complete the accounting for certain income tax effects of the Act. In accordance with SAB 118, Grace recorded the provisional income tax effects of the Act. Additional detailed analyses are needed in order to complete the accounting for certain income tax aspects of the Act. Any subsequent adjustment to these amounts will be recorded to current tax expense in the quarter during which the analysis is completed, which is expected to be during the second half of 2018. In January 2018, the FASB released guidance on the accounting for tax on the GILTI provisions of the Act. Grace has not completed its analysis in order to make a policy decision on accounting for GILTI.

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Notes to Consolidated Financial Statements (Continued)

6. Pension Plans and Other Postretirement Benefit Plans

Pension Plans    The following table presents the funded status of Grace’s underfunded and unfunded pension plans:
(In millions)
March 31,
2018
 
December 31,
2017
Underfunded defined benefit pension plans
$
(110.1
)
 
$
(110.5
)
Unfunded defined benefit pension plans
(405.9
)
 
(391.9
)
Total underfunded and unfunded defined benefit pension plans
(516.0
)
 
(502.4
)
Pension liabilities included in other current liabilities
(15.3
)
 
(15.0
)
Net funded status
$
(531.3
)
 
$
(517.4
)
Underfunded plans include a group of advance-funded plans that are underfunded on a projected benefit obligation (“PBO”) basis. Unfunded plans include several plans that are funded on a pay-as-you-go basis, and therefore, the entire PBO is unfunded.
The following table presents the components of net periodic benefit cost (income).
 
Three Months Ended March 31,
 
2018
 
2017
(In millions)
U.S.
 
Non-U.S.
 
U.S.
 
Non-U.S.
Service cost
$
4.8

 
$
2.4

 
$
4.3

 
$
2.0

Interest cost
10.3

 
1.3

 
10.5

 
1.0

Expected return on plan assets
(14.5
)
 
(0.3
)
 
(14.4
)
 
(0.2
)
Amortization of prior service credit
(0.2
)
 
—

 
(0.1
)
 
—

Net periodic benefit cost (income)
$
0.4

 
$
3.4

 
$
0.3

 
$
2.8

Plan Contributions and Funding    Grace intends to satisfy its funding obligations under the U.S. qualified pension plans and to comply with all of the requirements of the Employee Retirement Income Security Act of 1974 (“ERISA”). For ERISA purposes, funded status is calculated on a different basis than under U.S. GAAP. On April 6, 2018, Grace contributed $50.0 million to its U.S. qualified pension plans.
Grace intends to fund non-U.S. pension plans based on applicable legal requirements and actuarial recommendations.
Defined Contribution Retirement Plan    Grace sponsors a defined contribution retirement plan for its employees in the United States. This plan is qualified under section 401(k) of the U.S. tax code. Currently, Grace contributes an amount equal to 100% of employee contributions, up to 6% of an individual employee’s salary or wages. Grace’s cost related to this benefit plan for the three months ended March 31, 2018, was $2.8 million compared with $2.7 million for the prior-year quarter. The U.S. salaried pension plan is closed to new entrants after January 1, 2017. U.S. salaried employees and certain U.S. hourly employees hired on or after January 1, 2017, and employees in Germany hired on or after January 1, 2016, will participate in enhanced defined contribution plans instead of defined benefit pension plans.

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Notes to Consolidated Financial Statements (Continued)

7. Other Balance Sheet Accounts

(In millions)
March 31,
2018
 
December 31,
2017
Other Current Liabilities
 
 
 
Accrued compensation
$
39.0

 
$
60.7

Accrued interest
29.9

 
16.5

Deferred revenue
29.6

 
19.5

Environmental contingencies
22.4

 
23.5

Income taxes payable
17.9

 
12.2

Pension liabilities
15.3

 
15.0

Other accrued liabilities
79.4

 
70.4

 
$
233.5

 
$
217.8

Accrued compensation includes salaries and wages as well as estimated current amounts due under the annual and long-term incentive programs.
(In millions)
March 31,
2018
 
December 31,
2017
Other Liabilities
 
 
 
Environmental contingencies
$
42.6

 
$
46.8

Liability to unconsolidated affiliate
38.5

 
32.7

Fair value of currency and interest rate contracts
35.8

 
22.7

Deferred revenue
17.1

 
14.9

Asset retirement obligation
9.6

 
10.4

Deferred income taxes
8.3

 
8.2

Postemployment liability
5.0

 
5.2

Other noncurrent liabilities
29.0

 
28.4

 
$
185.9

 
$
169.3

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

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8. Commitments and Contingent Liabilities (Continued)

Trust in respect of ZAI PD Claims fall below $10 million during the preceding year. Grace has not accrued for the 10 additional payments as Grace does not have sufficient information to conclude that they are probable. Grace is not obligated to make additional payments to the PD Trust in respect of ZAI PD Claims beyond the payments described above. Grace has satisfied all of its financial obligations with respect to Canadian ZAI PD Claims.
With respect to other asbestos property damage claims (“Other PD Claims”), claims unresolved as of the Effective Date are to be litigated in the bankruptcy court and any future claims are to be litigated in a federal district court, in each case pursuant to procedures approved by the bankruptcy court. To the extent any such Other PD Claims are determined to be allowed claims, they are to be paid in cash by the PD Trust. Grace is obligated to make a payment to the PD Trust every six months in the amount of any Other PD Claims allowed during the preceding six months plus interest (if applicable) and the amount of PD Trust expenses for the preceding six months (the “PD Obligation”). Grace has not paid any Other PD Claims since emergence. Annual expenses have been approximately $0.2 million per year. The aggregate amount to be paid under the PD Obligation is not capped and Grace may be obligated to make additional payments to the PD Trust in respect of the PD Obligation. Grace has accrued for those unresolved Other PD Claims that it believes are probable and estimable. Grace has not accrued for other unresolved or unasserted Other PD Claims as it does not believe that payment is probable.
All payments to the PD Trust required after the Effective Date are secured by the Company’s obligation to issue 77,372,257 shares of Company common stock to the PD Trust in the event of default, subject to customary anti-dilution provisions.
This summary of the commitments and contingencies related to the Chapter 11 proceeding does not purport to be complete and is qualified in its entirety by reference to the plan of reorganization and the exhibits and documents related thereto, which have been filed with the Securities and Exchange Commission (the “SEC”).
Legacy Environmental Liabilities    Grace is subject to loss contingencies resulting from extensive and evolving federal, state, local and foreign environmental laws and regulations relating to its manufacturing operations. Grace has procedures in place to minimize such contingencies; nevertheless, it has liabilities associated with past operations and additional claims may arise in the future. To address its legacy liabilities, Grace accrues for anticipated costs of response efforts where an assessment has indicated that a probable liability has been incurred and the cost can be reasonably estimated. These accruals do not take into account any discounting for the time value of money.
Grace’s environmental liabilities are reassessed regularly and adjusted when circumstances become better defined or response efforts and their costs can be better estimated, typically as a matter moves through the life-cycle of environmental investigation and remediation. These liabilities are evaluated based on currently available information, relating to the nature and extent of contamination, risk assessments, feasibility of response actions, and apportionment amongst other potentially responsible parties, all evaluated in light of prior experience.
At March 31, 2018, Grace’s estimated liability for legacy environmental response costs totaled $65.0 million, compared with $70.3 million at December 31, 2017, and was included in “other current liabilities” and “other liabilities” in the Consolidated Balance Sheets. These amounts are based on agreements in place or on Grace’s estimate of costs where no formal remediation plan exists, yet there is sufficient information to estimate response costs.
Vermiculite-Related Matters
Grace purchased a vermiculite mine in Libby, Montana, in 1963 and operated it until 1990. Vermiculite concentrate from the Libby mine was used in the manufacture of attic insulation and other products. Some of the vermiculite ore contained naturally occurring asbestos.
Grace is engaged with the U.S. Environmental Protection Agency (the “EPA”) and other federal, state and local governmental agencies in a remedial investigation and feasibility study (“RI/FS”) of the Libby mine and the surrounding area. In its 2017 Annual Project Update for the Libby Asbestos Superfund Site, the EPA announced a narrowing of its focus from the former “OU3 Study Area” to a smaller Operable Unit 3 (“OU3”). Within this revised

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Notes to Consolidated Financial Statements (Continued)

8. Commitments and Contingent Liabilities (Continued)

area, the RI/FS will determine the specific areas requiring remediation and will identify possible remedial action alternatives. Possible remedial actions within OU3 are wide-ranging, from institutional controls such as land use restrictions, to more active measures involving soil removal, containment projects, or other protective measures. When meaningful new information becomes available, Grace will reevaluate estimated liability for the costs for remediation of the mine and surrounding area and adjust its reserves accordingly. Based on communications from regulatory agencies, Grace expects the RI/FS and a record of decision to be completed by the end of 2019.
The EPA is also investigating or remediating formerly owned or operated sites that processed Libby vermiculite into finished products. Grace is cooperating with the EPA on these investigation and remediation activities, and has recorded a liability to the extent that its review has indicated that a probable liability has been incurred and the cost is estimable. These liabilities cover the estimated cost of investigations and, to the extent an assessment has indicated that remediation is necessary, the estimated cost of response actions. Response actions typically involve soil excavation and removal, and replacement with clean fill. The EPA may commence additional investigations in the future at other sites that processed Libby vermiculite, but Grace does not believe, based on its knowledge of prior and current operations and site conditions, that liability for remediation at such other sites is probable.
Grace’s total estimated liability for response costs that are currently estimable for the Libby mine and surrounding area, and at vermiculite processing sites outside of Libby, at March 31, 2018, and December 31, 2017, was $20.9 million and $25.8 million, respectively. It is probable that Grace’s ultimate liability for these vermiculite-related matters will exceed current estimates by material amounts.
Non-Vermiculite-Related Matters
At March 31, 2018, and December 31, 2017, Grace’s estimated legacy environmental liability for response costs at sites not related to its former vermiculite mining and processing activities was $44.1 million and $44.5 million, respectively. This liability relates to Grace’s former businesses or operations, including its share of liability at off-site disposal facilities. Grace’s estimated liability is based upon regulatory requirements and environmental conditions at each site. As Grace receives new information, its estimated liability may change materially.
Commercial and Financial Commitments and Contingencies
Purchase Commitments    Grace uses purchase commitments to ensure supply and to minimize the volatility of major components of direct manufacturing costs including natural gas, certain metals, rare earths, and other materials. Such commitments are for quantities that Grace fully expects to use in its normal operations.
Guarantees and Indemnification Obligations    Grace is a party to many contracts containing guarantees and indemnification obligations. These contracts primarily consist of:
•
Product warranties with respect to certain products sold to customers in the ordinary course of business. These warranties typically provide that products will conform to specifications. Grace accrues a warranty liability on a transaction-specific basis depending on the individual facts and circumstances related to each sale.
•
Performance guarantees offered to customers under certain licensing arrangements. Grace has not established a liability for these arrangements based on past performance.
•
Licenses of intellectual property by Grace to third parties in which Grace has agreed to indemnify the licensee against third party infringement claims.
•
Contracts providing for the sale or spin-off of a former business unit or product line in which Grace has agreed to indemnify the buyer or resulting entity against certain liabilities related to activities prior to the closing of the transaction, including environmental, tax, and employee liabilities.
•
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.

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Notes to Consolidated Financial Statements (Continued)

8. Commitments and Contingent Liabilities (Continued)

Financial Assurances    Financial assurances have been established for a variety of purposes, including insurance and environmental matters, trade-related commitments and other matters. At March 31, 2018, Grace had gross financial assurances issued and outstanding of $141.6 million, composed of $67.8 million of surety bonds issued by various insurance companies and $73.8 million of standby letters of credit and other financial assurances issued by various banks.
9. Restructuring Expenses and Repositioning Expenses
Restructuring Expenses    In the 2018 first quarter, Grace incurred costs from restructuring actions, primarily related to workforce reductions as a result of changes in the business environment and its business structure, which are included in “restructuring and repositioning expenses” in the Consolidated Statements of Operations. Restructuring costs in the 2018 first quarter primarily related to plant exit costs and sales force reorganization. Restructuring costs in the 2017 first quarter primarily related to workforce reduction programs in manufacturing, supply chain, finance and IT.
The following table presents restructuring expenses by reportable segment for the three months ended March 31, 2018.
 
Three Months Ended March 31,
(In millions)
2018
 
2017
Catalysts Technologies
$
0.4

 
$
0.4

Materials Technologies
0.4

 
0.3

Corporate
0.2

 
2.1

Total restructuring expenses
$
1.0

 
$
2.8

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

Accruals for severance and other costs
1.4

Payments
(2.8
)
Balance, March 31, 2018
$
5.3

Repositioning Expenses    Repositioning expenses primarily include third-party costs related to transformative productivity programs and costs incurred to complete the Separation. Pretax repositioning expenses for the three months ended March 31, 2018, were $4.6 million compared with a benefit of $0.5 million for the prior-year quarter. Expenses incurred in 2018 primarily related to costs for a multi-year program to transform manufacturing and business processes to extend our competitive advantages and improve our cost position. Substantially all of these costs have been or are expected to be settled in cash.

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Notes to Consolidated Financial Statements (Continued)

10. Other (Income) Expense, net

Components of other (income) expense, net are as follows:
 
Three Months Ended March 31,
(In millions)
2018
 
2017
Defined benefit pension expense other than service cost
$
(3.4
)
 
$
(1.2
)
Third-party acquisition-related costs
0.9

 
—

Chapter 11 expenses, net
0.5

 
0.9

Currency transaction effects
(0.4
)
 
0.5

Net (gain) loss on sales of investments and disposals of assets
0.4

 
0.4

Other miscellaneous (income) expense
(0.3
)
 
(2.5
)
Total other (income) expense, net
$
(2.3
)
 
$
(1.9
)
11. Other Comprehensive Income (Loss)
The following tables present the pre-tax, tax, and after-tax components of Grace’s other comprehensive income (loss) for the three months ended March 31, 2018 and 2017:
Three Months Ended March 31, 2018
(In millions)
Pre-Tax Amount
 
Tax Benefit/ (Expense)
 
After-Tax Amount
Defined benefit pension and other postretirement plans:
 
 
 
 
 
Amortization of net prior service credit included in net periodic benefit cost
$
(0.4
)
 
$
0.1

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

 
—

 
0.1

Benefit plans, net
(0.3
)
 
0.1

 
(0.2
)
Currency translation adjustments
(20.8
)
 
2.6

 
(18.2
)
Gain (loss) from hedging activities
2.2

 
(0.4
)
 
1.8

Other comprehensive income (loss) attributable to W. R. Grace & Co. shareholders
$
(18.9
)
 
$
2.3

 
$
(16.6
)
Three Months Ended March 31, 2017
(In millions)
Pre-Tax Amount
 
Tax Benefit/ (Expense)
 
After-Tax Amount
Defined benefit pension and other postretirement plans:
 
 
 
 
 
Amortization of net prior service credit included in net periodic benefit cost
$
(0.6
)
 
$
0.2

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

 
—

 
0.1

Benefit plans, net
(0.5
)
 
0.2

 
(0.3
)
Currency translation adjustments
(1.4
)
 
—

 
(1.4
)
Gain (loss) from hedging activities
0.9

 
(0.2
)
 
0.7

Other comprehensive income (loss) attributable to W. R. Grace & Co. shareholders
$
(1.0
)
 
$
—

 
$
(1.0
)

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Notes to Consolidated Financial Statements (Continued)

11. Other Comprehensive Income (Loss) (Continued)

The following tables present the changes in accumulated other comprehensive income (loss), net of tax, for the three months ended March 31, 2018 and 2017:
Three Months Ended March 31, 2018
(In millions)
Defined Benefit Pension and Other Postretirement Plans
 
Currency Translation Adjustments
 
Gain (Loss) from Hedging Activities
 
Total
Beginning balance
$
0.9

 
$
41.6

 
$
(2.6
)
 
$
39.9

Other comprehensive income (loss) before reclassifications
—

 
(18.2
)
 
(5.4
)
 
(23.6
)
Amounts reclassified from accumulated other comprehensive income (loss)
(0.2
)
 
—

 
7.2

 
7.0

Net current-period other comprehensive income (loss)
(0.2
)
 
(18.2
)
 
1.8

 
(16.6
)
Ending balance
$
0.7

 
$
23.4

 
$
(0.8
)
 
$
23.3

Three Months Ended March 31, 2017
(In millions)
Defined Benefit Pension and Other Postretirement Plans
 
Currency Translation Adjustments
 
Gain (Loss) from Hedging Activities
 
Total
Beginning balance
$
2.2

 
$
67.6

 
$
(3.4
)
 
$
66.4

Other comprehensive income (loss) before reclassifications
—

 
(1.4
)
 
—

 
(1.4
)
Amounts reclassified from accumulated other comprehensive income (loss)
(0.3
)
 
—

 
0.7

 
0.4

Net current-period other comprehensive income (loss)
(0.3
)
 
(1.4
)
 
0.7

 
(1.0
)
Ending balance
$
1.9

 
$
66.2

 
$
(2.7
)
 
$
65.4

Grace is a global enterprise operating in many countries with local currency generally deemed to be the functional currency for accounting purposes. The currency translation amount represents the adjustments necessary to translate the balance sheets valued in local currencies to the U.S. dollar as of the end of each period presented, and to translate revenues and expenses at average exchange rates for each period presented.
See Note 4 for a discussion of hedging activities. See Note 6 for a discussion of pension plans and other postretirement benefit plans.

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Notes to Consolidated Financial Statements (Continued)

12. Earnings Per Share

The following table shows a reconciliation of the numerators and denominators used in calculating basic and diluted earnings per share.
 
Three Months Ended March 31,
(In millions, except per share amounts)
2018
 
2017
Numerators
 
 
 
Net income (loss) attributable to W. R. Grace & Co. shareholders
$
43.6

 
$
42.9

Denominators
 
 
 
Weighted average common shares—basic calculation
67.6

 
68.3

Dilutive effect of employee stock options
0.1

 
0.2

Weighted average common shares—diluted calculation
67.7


68.5

Basic earnings per share
$
0.64

 
$
0.63

Diluted earnings per share
$
0.64

 
$
0.63

There were 1.7 million anti-dilutive options outstanding for the three months ended March 31, 2018, compared with 1.4 million for the prior-year quarter.
On February 5, 2015, the Company announced that its Board of Directors had authorized a share repurchase program of up to $500 million, which it completed on July 10, 2017. On February 8, 2017, the Company announced that its Board of Directors authorized an additional share repurchase program of up to $250 million, expected to be completed over the next 24 to 36 months at the discretion of management. The timing of the repurchases and the actual amount repurchased will depend on a variety of factors, including the market price of the Company’s shares, the strategic deployment of capital, and general market and economic conditions. During the three months ended March 31, 2018 and 2017, the Company repurchased 514,141 shares and 142,371 shares of Company common stock for $35.0 million and $10.0 million, respectively, pursuant to the terms of the share repurchase programs. As of March 31, 2018, $183.9 million remained under the current authorization.
13. Revenues
Grace generates revenues from customer arrangements primarily by manufacturing and delivering specialty chemicals and specialty materials through its two reportable segments. See Note 14 for additional information about Grace’s reportable segments.
Disaggregation of Revenue    The following table presents Grace's revenues by geography and product group, within its respective reportable segments, for the three months ended March 31, 2018 and 2017.

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Notes to Consolidated Financial Statements (Continued)

13. Revenues (Continued)

Three Months Ended March 31, 2018
(In millions)
North America
 
Europe Middle East Africa (EMEA)
 
Asia Pacific
 
Latin America
 
Total
Catalysts Technologies:
 
 
 
 
 
 
 
 
 
Refining Catalysts
$
69.9

 
$
61.3

 
$
38.8

 
$
13.4

 
$
183.4

Polyolefin and Chemical Catalysts
32.2

 
58.4

 
38.0

 
3.8

 
132.4

Total
$
102.1

 
$
119.7

 
$
76.8

 
$
17.2

 
$
315.8

Materials Technologies:
 
 
 
 
 
 
 
 
 
Coatings
$
7.1

 
$
20.5

 
$
11.8

 
$
2.3

 
$
41.7

Consumer/Pharma
7.7

 
13.2

 
4.3

 
4.7

 
29.9

Chemical process
7.4

 
20.8

 
7.2

 
2.3

 
37.7

Other
1.7

 
4.5

 
0.1

 
0.1

 
6.4

Total
$
23.9

 
$
59.0

 
$
23.4

 
$
9.4

 
$
115.7

Three Months Ended March 31, 2017
(In millions)
North America
 
EMEA
 
Asia Pacific
 
Latin America
 
Total
Catalysts Technologies:
 
 
 
 
 
 
 
 
 
Refining Catalysts
$
61.8

 
$
54.1

 
$
41.7

 
$
20.8

 
$
178.4

Polyolefin and Chemical Catalysts
27.6

 
44.2

 
38.6

 
5.0

 
115.4

Total
$
89.4

 
$
98.3

 
$
80.3

 
$
25.8

 
$
293.8

Materials Technologies:
 
 
 
 
 
 
 
 
 
Coatings
$
7.0

 
$
16.6

 
$
9.5

 
$
2.0

 
$
35.1

Consumer/Pharma
10.3

 
12.2

 
3.2

 
4.8

 
30.5

Chemical process
7.4

 
18.6

 
6.8

 
1.1

 
33.9

Other
1.6

 
3.0

 
0.1

 
—

 
4.7

Total(1)
$
26.3

 
$
50.4

 
$
19.6

 
$
7.9

 
$
104.2

___________________________________________________________________________________________________________________
(1)
Under the modified retrospective method, prior-period information has not been adjusted and continues to be reported in accordance with Grace’s historical accounting under ASC 605.
Contract Balances    Grace invoices customers for product sales once performance obligations have been satisfied, generally at the point of delivery, at which point payment becomes unconditional. Accordingly, Grace's product sales contracts generally do not give rise to material contract assets or liabilities under ASC 606; however, from time to time certain customers may pay in advance. In the technology licensing business, Grace invoices licensees based on milestones achieved but has obligations to provide services in future periods, which results in contract liabilities.
The following table presents Grace’s deferred revenue balances as of March 31, 2018, and December 31, 2017:
(In millions)
March 31,
2018
 
December 31,
2017
Current
$
29.6

 
$
19.5

Noncurrent
17.1

 
14.9

Total
$
46.7

 
$
34.4

These amounts are included as deferred revenue in “other current liabilities” and “other liabilities” in Grace's Consolidated Balance Sheets. Grace records deferred revenues when cash payments are received or due in

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Notes to Consolidated Financial Statements (Continued)

13. Revenues (Continued)

advance of performance. The increase in deferred revenue reflects cash payments from customers received or due in advance of satisfying performance obligations, offset by $6.3 million of revenue recognized that was included in the deferred revenue balance as of December 31, 2017, and the $3.2 million cumulative adjustment recorded to retained earnings as part of the adoption of ASC 606.
The noncurrent portion of the technology licensing revenue will be recognized as performance obligations under the technology licensing agreements are satisfied; the noncurrent balance is expected to be recognized over the next four years.
Remaining performance obligations represent the estimated revenue expected to be recognized in the future related to performance obligations that are unsatisfied (or partially unsatisfied). The aggregate amount of the transaction price allocated to remaining performance obligations for such contracts with a duration of more than one year was approximately $103 million as of March 31, 2018, and includes certain amounts reported as deferred revenue above. In accordance with the practical expedient in ASC 606-10-50-14, Grace does not disclose information about remaining performance obligations that have original expected durations of one year or less. Grace expects to recognize revenue related to remaining performance obligations over several years, as follows:
Year
 
Approximate percentage of revenue related to remaining performance obligations recognized
2018
 
21
%
2019
 
28
%
2020
 
20
%
Thereafter through 2024
 
31
%
 
 
100
%
For the three months ended March 31, 2018, revenue recognized from performance obligations related to prior periods was not material. Grace has not capitalized any costs to obtain or fulfill contracts with customers under ASC 606. No material impairment losses have been recognized on any receivables or contract assets arising from contracts with customers.
14. Segment Information
Grace is a global producer of specialty chemicals and specialty materials. Grace’s two reportable business segments are Grace Catalysts Technologies and Grace Materials Technologies. Grace Catalysts Technologies includes catalysts and related products and technologies used in refining, petrochemical and other chemical manufacturing applications. Advanced Refining Technologies (“ART”), Grace’s joint venture with Chevron Products Company, a division of Chevron U.S.A. Inc. (“Chevron”), is managed in this segment. (See Note 15.) Grace Catalysts Technologies comprises two operating segments, Grace Refining Technologies and Grace Specialty Catalysts, which are aggregated into one reportable segment based upon similar economic characteristics, the nature of the products and production processes, type and class of customer, and channels of distribution. Grace Materials Technologies includes specialty materials, including silica-based and silica-alumina-based materials, used in coatings, consumer, industrial, and pharmaceutical applications. The table below presents information related to Grace’s reportable segments. Only those corporate expenses directly related to the reportable segments are allocated for reporting purposes. All remaining corporate items are reported separately and labeled as such.
Grace excludes defined benefit pension expense from the calculation of segment operating income. Grace believes that the exclusion of defined benefit pension expense provides a better indicator of its reportable segment performance as defined benefit pension expense is not managed at a reportable segment level.
Grace defines Adjusted EBIT to be net income attributable to W. R. Grace & Co. shareholders adjusted for interest income and expense; income taxes; costs related to legacy product, environmental and other claims; restructuring and repositioning expenses and asset impairments; pension costs other than service and interest

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14. Segment Information (Continued)

costs, expected returns on plan assets, and amortization of prior service costs/credits; income and expense items related to divested businesses, product lines, and certain other investments; gains and losses on sales of businesses, product lines, and certain other investments; third-party acquisition-related costs and the amortization of acquired inventory fair value adjustment; and certain other items that are not representative of underlying trends.
Reportable Segment Data
 
Three Months Ended March 31,
(In millions)
2018
 
2017
Net Sales
 
 
 
Catalysts Technologies
$
315.8

 
$
293.8

Materials Technologies
115.7

 
104.2

Total
$
431.5

 
$
398.0

Adjusted EBIT
 
 
 
Catalysts Technologies segment operating income
$
92.1

 
$
81.2

Materials Technologies segment operating income
24.1

 
24.8

Corporate costs
(16.6
)
 
(16.1
)
Certain pension costs
(3.8
)
 
(3.1
)
Total
$
95.8

 
$
86.8

Corporate costs include corporate support function costs and other corporate costs such as professional fees and insurance premiums. Certain pension costs include only ongoing costs recognized quarterly, which include service and interest costs, expected returns on plan assets, and amortization of prior service costs/credits.
Reconciliation of Reportable Segment Data to Financial Statements    Grace Adjusted EBIT for the three months ended March 31, 2018 and 2017, is reconciled below to “income (loss) before income taxes” presented in the accompanying Consolidated Statements of Operations.
 
Three Months Ended March 31,
(In millions)
2018
 
2017
Grace Adjusted EBIT
$
95.8

 
$
86.8

Restructuring and repositioning expenses
(5.6
)
 
(2.3
)
(Costs) benefit related to legacy product, environmental and other claims
(1.5
)
 
(2.1
)
Third-party acquisition-related costs
(0.9
)
 
—

Income and expense items related to divested businesses
(0.5
)
 
(0.3
)
Pension MTM adjustment and other related costs, net
—

 
(1.9
)
Interest expense, net
(18.9
)
 
(19.3
)
Net income (loss) attributable to noncontrolling interests
(0.2
)
 
—

Income (loss) before income taxes
$
68.2

 
$
60.9


31

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Notes to Consolidated Financial Statements (Continued)

14. Segment Information (Continued)

Geographic Area Data    The table below presents information related to the geographic areas in which Grace operates. Sales are attributed to geographic areas based on customer location.
 
Three Months Ended March 31,
(In millions)
2018
 
2017
Net Sales
 
 
 
United States
$
112.4

 
$
103.7

Canada
13.6

 
12.0

Total North America
126.0

 
115.7

Europe Middle East Africa
178.7

 
148.7

Asia Pacific
100.2

 
99.9

Latin America
26.6

 
33.7

Total
$
431.5

 
$
398.0

15. Unconsolidated Affiliate
Grace accounts for its 50% ownership interest in ART, its joint venture with Chevron, using the equity method of accounting. Grace’s investment in ART amounted to $132.2 million and $125.9 million as of March 31, 2018, and December 31, 2017, respectively, and the amount included in “equity in earnings of unconsolidated affiliate” in the accompanying Consolidated Statements of Operations totaled $5.4 million for the three months ended March 31, 2018, compared with $7.0 million for the prior-year quarter. ART is a private, limited liability company, taxed as a partnership, and accordingly does not have a quoted market price available.
The following summary presents ART’s assets, liabilities and results of operations.
(In millions)
March 31,
2018
 
December 31,
2017
Summary Balance Sheet information:
 
 
 
Current assets
$
241.9

 
$
239.8

Noncurrent assets
100.9

 
91.5

Total assets
$
342.8

 
$
331.3

 
 
 
 
Current liabilities
$
81.5

 
$
82.4

Noncurrent liabilities
0.3

 
0.3

Total liabilities
$
81.8

 
$
82.7

 
Three Months Ended March 31,
(In millions)
2018
 
2017
Summary Statement of Operations information:
 
 
 
Net sales
$
85.2

 
$
97.4

Costs and expenses applicable to net sales
70.7

 
78.9

Income before income taxes
11.3

 
14.2

Net income
11.5

 
14.0

Grace and ART transact business on a regular basis and maintain several agreements in order to operate the joint venture. These agreements are treated as related party activities with an unconsolidated affiliate. Product manufactured by Grace for ART is accounted for on a net basis, with a mark-up, in “cost of goods sold” in the Consolidated Statements of Operations. Grace also receives reimbursement from ART for fixed costs, research

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Notes to Consolidated Financial Statements (Continued)

15. Unconsolidated Affiliate (Continued)

and development, selling, general and administrative services, and depreciation. Grace records reimbursements against the respective line items on Grace’s Consolidated Statement of Operations. The table below presents summary financial data related to transactions between Grace and ART.
 
Three Months Ended March 31,
(In millions)
2018
 
2017
Product manufactured for ART
$
51.9

 
$
51.4

Mark-up on product manufactured for ART included as a reduction of Grace’s cost of goods sold
1.0

 
1.0

Charges for fixed costs; research and development; selling, general and administrative services; and depreciation to ART
10.7

 
10.4

The table below presents Grace balances related to ART.
(in millions)
March 31,
2018
 
December 31,
2017
Accounts receivable
$
19.7

 
$
20.1

Noncurrent asset
38.5

 
32.7

Accounts payable
27.9

 
22.3

Debt payable within one year
8.9

 
8.6

Debt payable after one year
36.7

 
33.8

Noncurrent liability
38.5

 
32.7

The noncurrent asset and noncurrent liability in the table above represent spending to date related to a planned residue hydroprocessing catalyst production plant in Lake Charles, Louisiana. Grace manages the design and construction of the plant, and the asset will continue to be included in “other assets” in Grace’s Consolidated Balance Sheets until construction is completed. Grace has likewise recorded a liability for the transfer of the asset to ART upon completion, included in “other liabilities” in the Consolidated Balance Sheets.
Grace and Chevron provide lines of credit in the amount of $15.0 million each at a commitment fee of 0.1% of the credit amount. These agreements have been approved by the ART Executive Committee for renewal until February 2019. No amounts were outstanding at March 31, 2018, and December 31, 2017.
16. Subsequent Events
On April 3, 2018, Grace entered into a Credit Agreement (the “Credit Agreement”), which provides for new senior secured credit facilities, consisting of:
(a)
a $950 million term loan due in 2025, with interest at LIBOR +175 basis points, and
(b)
a $400 million revolving credit facility due in 2023, with interest at LIBOR +175 basis points.
The term loan will amortize in equal quarterly installments in aggregate annual amounts equal to 1.00% of the original principal amount thereof.
The Credit Agreement contains customary affirmative covenants, including, but not limited to: (i) maintenance of existence, and compliance with laws; (ii) delivery of consolidated financial statements and other information; (iii) payment of taxes; (iv) delivery of notices of defaults and certain other material events; and (v) maintenance of adequate insurance. The Credit Agreement also contains customary negative covenants, including but not limited to restrictions on: (i) dividends on, and redemptions of, equity interests and other restricted payments; (ii) liens; (iii) loans and investments; (iv) the sale, transfer or disposition of assets and businesses; (v) transactions with affiliates; and (vi) a maximum first lien leverage ratio.

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Table of Contents


Notes to Consolidated Financial Statements (Continued)

16. Subsequent Events (Continued)


Events of default under the Credit Agreement include, but are not limited to: (i) failure to pay principal, interest, fees or other amounts under the Credit Agreement when due, taking into account any applicable grace period: (ii) any representation or warranty proving to have been incorrect in any material respect when made; (iii) failure to perform or observe covenants or other terms of the Credit Agreement subject to certain grace periods; (iv) a cross-default and cross-acceleration with certain other material debt; (v) bankruptcy events; (vi) certain defaults under ERISA; and (vii) the invalidity or impairment of security interests.
To secure its obligations under the Credit Agreement, Grace and certain of its U.S. subsidiaries have granted security interests in substantially all equity and debt interests in Grace–Conn. or any other Grace subsidiary owned by them and in substantially all their non-real estate assets and property.
The foregoing is a summary of the Credit Agreement. Grace has filed the full text of the Credit Agreement with the SEC, which is readily available on the Internet at www.sec.gov.
Grace used a portion of the proceeds to repay in full the borrowings outstanding under its 2014 credit agreement, which was terminated, as well as to make a voluntary $50.0 million accelerated contribution to the U.S. qualified pension plans. In connection with the repayment of debt, Grace recorded a loss on debt extinguishment of approximately $5 million in the 2018 second quarter.
Additionally, on April 3, 2018, Grace acquired the polyolefin catalysts business of Albemarle Corporation for approximately $421 million, net of cash acquired.
In connection with the financing, Grace de-designated and cash settled its existing interest rate swap. Grace also de-designated the €80.1 million of term loan principal that had been designated as a net investment hedge.
Also in connection with the financing, Grace entered into a new interest rate swap, beginning on April 3, 2018, and maturing on March 31, 2023, fixing $100.0 million of term debt at 2.775%. Grace also entered into a new cross currency swap to synthetically convert $600 million of U.S. dollar-denominated floating rate debt into €490 million euro-denominated debt fixed at 2.0231%. These swaps have been designated as cash flow hedges, with gains and losses reported in “other comprehensive income (loss)” until the underlying transactions affect earnings.

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Table of Contents

ITEM 2.    MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
We generally refer to the quarter ended March 31, 2018, as the “first quarter” and the quarter ended March 31, 2017, as the “prior-year quarter.” See Analysis of Operations for a discussion of our non-GAAP performance measures. Our references to “emerging regions” refer to emerging and developing regions as defined by the International Monetary Fund.
Results of Operations
First Quarter Performance Summary
Following is a summary of our financial performance for the first quarter compared with the prior-year quarter.
•
Net sales increased 8.4% to $431.5 million.
•
Net income attributable to Grace increased 1.6% to $43.6 million.
•
Diluted earnings per share increased 1.6% to $0.64 per diluted share.
•
Adjusted EPS increased 20.6% to $0.82 per diluted share.
•
Adjusted EBIT increased 10.4% to $95.8 million.
Summary Description of Business
We are engaged in specialty chemicals and specialty materials businesses on a worldwide basis through our two reportable segments.
Grace Catalysts Technologies produces and sells catalysts and related products and technologies used in refining, petrochemical and other chemical manufacturing applications, as follows:
•
Fluid catalytic cracking catalysts, also called FCC catalysts, that help to "crack" the hydrocarbon chain in distilled crude oil to produce transportation fuels, such as gasoline and diesel fuels, and other petroleum-based products; FCC additives used to reduce sulfur in gasoline, maximize propylene production from refinery FCC units, and reduce emissions of sulfur oxides, nitrogen oxides and carbon monoxide from refinery FCC units; and Methanol-to-Olefins (MTO) catalysts, used to convert methanol, often derived from coal, into petrochemical feeds such as ethylene and propylene.
•
Hydroprocessing catalysts (HPC), most of which are marketed through our Advanced Refining Technologies LLC, or ART, joint venture with Chevron Products Company (“Chevron”), that are used in process reactors to upgrade heavy oils into lighter, more useful products that comply with rising environmental standards by removing impurities such as nitrogen, sulfur and heavy metals, allowing less expensive feedstocks to be used in the petroleum refining process. (We hold a 50% economic interest in ART, which is not consolidated in our financial statements so ART's sales are excluded from our sales.)
•
Polyolefin catalysts and catalyst supports, also called specialty catalysts (SC), for the production of polypropylene and polyethylene thermoplastic resins, which can be customized to enhance the performance of a wide range of industrial and consumer end-use applications including high pressure pipe, geomembranes, food packaging, automotive parts, medical devices, and textiles; and chemical catalysts used in a variety of industrial, environmental and consumer applications.
•
Gas-phase polypropylene process technology, which provides our licensees with a cost-effective, flexible, and reliable capability to manufacture polypropylene products across a wide spectrum of performance attributes enabling customers to manufacture products for a broad array of end-use applications.

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Table of Contents

Grace Materials Technologies produces and sells specialty materials, including silica-based and silica-alumina-based materials, used in coatings, consumer, industrial, and pharmaceutical applications, as follows:
•
Coatings, functional additives for wood and architectural coatings that provide surface effects and corrosion protection for metal substrates.
•
Consumer/Pharma, specialized materials used as additives and intermediates for pharmaceuticals, nutraceuticals, beer, toothpaste, food and cosmetic segments.
•
Chemical process, functional materials for use in plastics, rubber, tire, metal casting and adsorbent products for petrochemical and natural gas applications.
Global Scope
We operate our business on a global scale with approximately 75% of our annual 2017 sales and 74% of our first quarter sales to customers located outside the United States. We operate and/or sell to customers in over 60 countries and do business in over 30 currencies. We manage our operating segments on a global basis, to serve global markets. Currency fluctuations affect our reported results of operations, cash flows, and financial position.
Analysis of Operations
We have set forth in the table below our key operating statistics with percentage changes for the first quarter compared with the prior-year quarter. Please refer to this Analysis of Operations when reviewing this Management’s Discussion and Analysis of Financial Condition and Results of Operations. In the table we present financial information in accordance with U.S. GAAP, as well as the non-GAAP financial information described below. We believe that the non-GAAP financial information provides useful supplemental information about the performance of our businesses, improves period-to-period comparability and provides clarity on the information our management uses to evaluate the performance of our businesses. In the table, we have provided reconciliations of these non-GAAP financial measures to the most directly comparable financial measure calculated and presented in accordance with U.S. GAAP. The non-GAAP financial measures should not be considered as a substitute for financial measures calculated in accordance with U.S. GAAP, and the financial results calculated in accordance with U.S. GAAP and reconciliations from those results should be evaluated carefully.
We define Adjusted EBIT (a non-GAAP financial measure) to be net income attributable to W. R. Grace & Co. shareholders adjusted for interest income and expense; income taxes; costs related to legacy product, environmental and other claims; restructuring and repositioning expenses and asset impairments; pension costs other than service and interest costs, expected returns on plan assets, and amortization of prior service costs/credits; income and expense items related to divested businesses, product lines, and certain other investments; gains and losses on sales of businesses, product lines, and certain other investments; third-party acquisition-related costs and the amortization of acquired inventory fair value adjustment; and certain other items that are not representative of underlying trends.
We define Adjusted EBITDA (a non-GAAP financial measure) to be Adjusted EBIT adjusted for depreciation and amortization.
We define Adjusted EBIT Return On Invested Capital (a non-GAAP financial measure) to be Adjusted EBIT (on a trailing four quarters basis) divided by the sum of net working capital, properties and equipment and certain other assets and liabilities.
We define Adjusted Gross Margin (a non-GAAP financial measure) to be gross margin adjusted for pension-related costs included in cost of goods sold and the amortization of acquired inventory fair value adjustment.
We define Adjusted Earnings Per Share (EPS) (a non-GAAP financial measure) to be diluted EPS adjusted for costs related to legacy product, environmental and other claims; restructuring and repositioning expenses and asset impairments; pension costs other than service and interest costs, expected returns on plan assets, and amortization of prior service costs/credits; income and expense items related to divested businesses, product lines, and certain other investments; gains and losses on sales of businesses, product lines and certain other investments; third-party acquisition-related costs and the amortization of acquired inventory fair value adjustment; certain other items that are not representative of underlying trends; and certain discrete tax items.

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Table of Contents

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

37

Table of Contents

Analysis of Operations
(In millions, except per share amounts)
Three Months Ended March 31,
2018
 
2017
 
% Change
Net sales:
 
 
 
 
 
Catalysts Technologies
$
315.8

 
$
293.8

 
7.5
 %
Materials Technologies
115.7

 
104.2

 
11.0
 %
Total Grace net sales
$
431.5

 
$
398.0

 
8.4
 %
Net sales by region:
 
 
 
 
 
North America
$
126.0

 
$
115.7

 
8.9
 %
Europe Middle East Africa
178.7

 
148.7

 
20.2
 %
Asia Pacific
100.2

 
99.9

 
0.3
 %
Latin America
26.6

 
33.7

 
(21.1
)%
Total net sales by region
$
431.5

 
$
398.0

 
8.4
 %
Performance measures:
 
 
 
 
 
Adjusted EBIT(A):
 
 
 
 
 
Catalysts Technologies segment operating income
$
92.1

 
$
81.2

 
13.4
 %
Materials Technologies segment operating income
24.1

 
24.8

 
(2.8
)%
Corporate costs
(16.6
)
 
(16.1
)
 
(3.1
)%
Certain pension costs(B)
(3.8
)
 
(3.1
)
 
(22.6
)%
Adjusted EBIT
95.8

 
86.8

 
10.4
 %
Restructuring and repositioning expenses
(5.6
)
 
(2.3
)
 
 
(Costs) benefit related to legacy product, environmental and other claims
(1.5
)
 
(2.1
)
 
 
Third-party acquisition-related costs
(0.9
)
 
—

 
 
Income and expense items related to divested businesses
(0.5
)
 
(0.3
)
 
 
Pension MTM adjustment and other related costs, net
—

 
(1.9
)
 
 
Interest expense, net
(18.9
)
 
(19.3
)
 
2.1
 %
(Provision for) benefit from income taxes
(24.8
)
 
(18.0
)
 
(37.8
)%
Income (loss) attributable to W. R. Grace & Co. shareholders
$
43.6

 
$
42.9

 
1.6
 %
Diluted EPS
$
0.64

 
$
0.63

 
1.6
 %
Adjusted EPS
$
0.82

 
$
0.68

 
20.6
 %

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Table of Contents

Analysis of Operations
(In millions)
Three Months Ended March 31,
2018
 
2017
 
% Change
Adjusted performance measures:
 

 
 

 
 

Gross Margin:
 

 
 

 
 

Catalysts Technologies
41.5
 %
 
39.2
 %
 
2.3 pts

Materials Technologies
36.3
 %
 
39.1
 %
 
(2.8) pts

Adjusted Gross Margin
40.1
 %
 
39.2
 %
 
0.9 pts

Pension costs in cost of goods sold
(0.8
)%
 
(0.7
)%
 
(0.1) pts

Total Grace
39.3
 %
 
38.5
 %
 
0.8 pts

Adjusted EBIT:
 

 
 

 
 

Catalysts Technologies
$
92.1

 
$
81.2

 
13.4
 %
Materials Technologies
24.1

 
24.8

 
(2.8
)%
Corporate, pension, and other
(20.4
)
 
(19.2
)
 
(6.3
)%
Total Grace
95.8

 
86.8

 
10.4
 %
Depreciation and amortization:
 

 
 

 
 

Catalysts Technologies
$
19.4

 
$
21.3

 
(8.9
)%
Materials Technologies
4.7

 
4.7

 
—
 %
Corporate
0.9

 
1.1

 
(18.2
)%
Total Grace
25.0

 
27.1

 
(7.7
)%
Adjusted EBITDA:
 

 
 

 
 

Catalysts Technologies
$
111.5

 
$
102.5

 
8.8
 %
Materials Technologies
28.8

 
29.5

 
(2.4
)%
Corporate, pension, and other
(19.5
)
 
(18.1
)
 
(7.7
)%
Total Grace
120.8

 
113.9

 
6.1
 %
Adjusted EBIT margin:
 

 
 

 
 

Catalysts Technologies
29.2
 %
 
27.6
 %
 
1.6 pts

Materials Technologies
20.8
 %
 
23.8
 %
 
(3.0) pts

Total Grace
22.2
 %
 
21.8
 %
 
0.4 pts

Adjusted EBITDA margin:
 

 
 

 
 

Catalysts Technologies
35.3
 %
 
34.9
 %
 
0.4 pts

Materials Technologies
24.9
 %
 
28.3
 %
 
(3.4) pts

Total Grace
28.0
 %
 
28.6
 %
 
(0.6) pts


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Table of Contents

Analysis of Operations
(In millions)
Four Quarters Ended
March 31,
2018
 
December 31, 2017
Calculation of Adjusted EBIT Return On Invested Capital (trailing four quarters):
Adjusted EBIT
$
423.0

 
$
414.0

Invested Capital:
 
 
 
Trade accounts receivable
269.1

 
285.2

Inventories
256.2

 
230.9

Accounts payable
(217.3
)
 
(210.3
)
 
308.0

 
305.8

Other current assets (excluding income taxes)
43.9

 
42.1

Properties and equipment, net
829.4

 
799.1

Goodwill
405.2

 
402.4

Technology and other intangible assets, net
251.6

 
255.4

Investment in unconsolidated affiliate
132.2

 
125.9

Other assets (excluding capitalized financing fees)
44.3

 
37.4

Other current liabilities (excluding income taxes, legacy environmental matters, accrued interest, and restructuring)
(157.8
)
 
(158.6
)
Other liabilities (excluding income taxes and legacy environmental matters)
(142.7
)
 
(113.7
)
Total invested capital
$
1,714.1

 
$
1,695.8

Adjusted EBIT Return On Invested Capital
24.7
%
 
24.4
%
___________________________________________________________________________________________________________________
Amounts may not add due to rounding.
(A)
Grace’s segment operating income includes only Grace’s share of income of consolidated and unconsolidated joint ventures.
(B)
Certain pension costs include only ongoing costs recognized quarterly, which include service and interest costs, expected returns on plan assets, and amortization of prior service costs/credits. Catalysts Technologies and Materials Technologies segment operating income and corporate costs do not include any amounts for pension expense. Other pension related costs including annual mark-to-market 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.

40

Table of Contents

Grace Overview
Following is an overview of our financial performance for the first quarter compared with the prior-year quarter.
Net Sales and Gross Margin
Sales were $431.5 million for the first quarter compared with $398.0 million for the prior-year quarter. Gross margin was 39.3% for the first quarter compared with 38.5% for the prior-year quarter. Adjusted Gross Margin was 40.1% for the first quarter compared with 39.2% for the prior-year quarter.
chart-96cad7d1129a5e2a974.jpg
The following tables identify the year-over-year increase or decrease in sales attributable to changes in sales volume and/or mix, product price, and the impact of currency translation.
 
Three Months Ended March 31, 2018
as a Percentage Increase (Decrease) from
Three Months Ended March 31, 2017
Net Sales Variance Analysis
Volume
 
Price
 
Currency Translation
 
Total
Catalysts Technologies
2.8
 %
 
1.7
 %
 
3.0
%
 
7.5
 %
Materials Technologies
2.8
 %
 
0.6
 %
 
7.6
%
 
11.0
 %
Net sales
2.7
 %
 
1.5
 %
 
4.2
%
 
8.4
 %
By Region:
 
 
 
 
 
 
 
North America
8.4
 %
 
0.5
 %
 
—
%
 
8.9
 %
Europe Middle East Africa
6.3
 %
 
3.0
 %
 
10.9
%
 
20.2
 %
Asia Pacific
(3.0
)%
 
2.6
 %
 
0.7
%
 
0.3
 %
Latin America
(15.7
)%
 
(5.4
)%
 
—
%
 
(21.1
)%
Sales for the first quarter increased 8.4%, up 4.2% on constant currency, compared with the prior-year quarter. Higher sales volumes in Catalysts Technologies were primarily due to higher demand in North America and the Middle East, partially offset by lower demand in Europe, Latin America, and Asia. Favorable currency translation and improved pricing drove the remainder of the sales increase in Catalysts Technologies. Sales in Materials Technologies were up, primarily driven by favorable currency translation and higher sales volumes in Asia.
Gross margin increased 80 basis points to 39.3% for the first quarter. Adjusted Gross Margin increased 90 basis points to 40.1% for the first quarter. The increases were primarily due to higher sales volumes and improved

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Table of Contents

pricing, favorable product and regional mix, and lower depreciation expense, partially offset by higher raw materials and energy costs.
During the 2018 first quarter, we completed a study to evaluate the useful lives of our operating machinery and equipment, including a review of historical asset retirement data as well as review and analysis of relevant industry practices. As a result of this study, effective January 1, 2018, we revised the useful lives of certain machinery and equipment. The change was determined to be a change in accounting estimate and is being applied prospectively. As a result of this change in accounting estimate, our depreciation expense with respect to such machinery and equipment was reduced by $2.7 million, resulting in an increase to net income of $2.1 million or $0.03 per diluted share, for the three months ended March 31, 2018, and is expected to decrease by approximately $23 million for the year ended December 31, 2018. Estimated useful lives for operating machinery and equipment, which previously ranged from 3 to 10 years, now range from 5 to 25 years.
Grace Net Income
chart-de2cac84ebf158a5b7c.jpg
Net income attributable to Grace was $43.6 million for the first quarter, an increase of 1.6% compared with $42.9 million for the prior-year quarter. The increase was primarily due to higher Adjusted EBIT, partially offset by a higher provision for income taxes and higher restructuring and repositioning expenses.
Adjusted EBIT
chart-e6408e3fd5c1523d81f.jpg
Adjusted EBIT was $95.8 million for the first quarter, an increase of 10.4% compared with the prior-year quarter. The increase was primarily due to higher sales volumes, improved pricing, favorable currency translation, favorable product and regional mix, and lower depreciation expense, partially offset by higher raw materials and energy costs, higher operating expenses, and lower income from our ART joint venture.

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Table of Contents

Adjusted EPS
The following table reconciles our Diluted EPS to our Adjusted EPS:
 
Three Months Ended March 31,
 
2018
 
2017
(In millions, except per share amounts)
Pre-
Tax
 
Tax Effect
 
After-
Tax
 
Per
Share
 
Pre-
Tax
 
Tax Effect
 
After-
Tax
 
Per
Share
Diluted earnings per share
 

 
 

 
 

 
$
0.64

 
 

 
 

 
 

 
$
0.63

Restructuring and repositioning expenses
$
5.6

 
$
1.1

 
$
4.5

 
0.07

 
$
2.3

 
$
0.8

 
$
1.5

 
0.02

Costs (benefit) related to legacy product, environmental and other claims
1.5

 
0.4

 
1.1

 
0.02

 
2.1

 
0.8

 
1.3

 
0.02

Third-party acquisition-related costs
0.9

 
0.3

 
0.6

 
0.01

 
—

 
—

 
—

 
—

Income and expense items related to divested businesses
0.5

 
0.1

 
0.4

 
0.01

 
0.3

 
0.1

 
0.2

 
—

Pension MTM adjustment and other related costs, net
—

 
—

 
—

 
—

 
1.9

 
0.7

 
1.2

 
0.02

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

 
0.07

 
 
 
—

 
—

 
—

Discrete tax items
 

 
—

 
—

 
—

 
 

 
0.5

 
(0.5
)
 
(0.01
)
Adjusted EPS
 

 
 

 
 

 
$
0.82

 
 

 
 

 
 

 
$
0.68

___________________________________________________________________________________________________________________
(1)
Our historical tax attribute carryforwards (net operating losses and tax credits) unfavorably affect our tax expense with respect to certain provisions of the Act. To normalize the effective tax rate, an adjustment is made to eliminate the tax expense impact associated with the historical tax attributes.
Adjusted EBIT Return On Invested Capital
chart-4d0828b3e3925ee296f.jpg
Adjusted EBIT Return On Invested Capital for the first quarter was 24.7% on a trailing four quarters basis compared with 24.4% on the same basis as of December 31, 2017.
We manage our operations with the objective of maximizing sales, earnings and cash flow over time. Doing so requires that we successfully balance our growth, profitability and working capital and other investments to support sustainable, long-term financial performance. We use Adjusted EBIT Return On Invested Capital as a performance measure in evaluating operating results, in making operating and investment decisions and in balancing the growth and profitability of our operations.
Grace Value Model
In March 2018, we introduced to investors the Grace Value Model (“GVM”), our framework for creating and delivering value to customers, investors, and employees going forward. At the company level, we create value through our focused portfolio, strong strategic position, and disciplined capital allocation. At the business level, we create value through customer-driven innovation, commercial excellence, and operating excellence. Great talent, our high-performance culture, and integrated business management processes support all of our activities and are a source of competitive advantage.

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The GVM framework also encompasses our multi-year initiatives to transform our manufacturing and business processes to extend our competitive advantages and improve our cost position. We expect to significantly improve our manufacturing performance, reduce our manufacturing costs, and improve our integrated business management capabilities. We also expect to invest significant capital in our manufacturing plants to accelerate growth and improve manufacturing performance. Our investments in commercial excellence continue and are yielding positive results in account management, pipeline management and conversion, and pricing.
Segment Overview—Grace Catalysts Technologies
Following is an overview of the financial performance of Catalysts Technologies for the first quarter compared with the prior-year quarter.
Net Sales—Grace Catalysts Technologies
chart-522a17667b3659d79b3.jpg
Sales were $315.8 million for the first quarter, an increase of 7.5%, or 4.5% on constant currency, compared with the prior-year quarter. The increase on a constant currency basis was due to higher sales volumes (+2.8%) and improved pricing (+1.7%). Higher sales volumes were driven by specialty catalysts, partially offset by lower volumes in refining catalysts. Sales volumes of specialty catalysts increased compared with the prior-year quarter primarily due to higher demand for polypropylene and polyethylene catalysts in the Middle East and higher demand for chemical catalysts and polyethylene catalysts in North America. Sales volumes of refining catalysts decreased compared with the prior-year quarter, primarily due to lower bid business and lower sales volumes in Latin America. Pricing improved in both product groups compared with the prior-year quarter. Favorable currency translation affected both product groups as the U.S. dollar weakened against multiple currencies, especially the euro, compared with the prior-year quarter.

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Segment Operating Income (SOI) and Margin—Grace Catalysts Technologies
chart-a2158ecaf5055ec0a0f.jpg
Gross profit was $130.9 million for the first quarter, an increase of 13.5% compared with the prior-year quarter. Gross margin of 41.5% increased 230 basis points from 39.2% for the prior-year quarter. The increase in gross margin was primarily due to higher sales volumes and improved pricing, lower manufacturing costs, and lower depreciation expense, partially offset by 140 basis points related to higher raw materials and energy costs.
Operating income was $92.1 million for the first quarter, an increase of 13.4% compared with the prior-year quarter, primarily due to higher sales volumes, improved pricing, favorable currency translation, and lower depreciation expense, partially offset by higher raw materials and energy costs, higher operating expenses, lower income from our ART joint venture, and the absence of business interruption insurance recoveries that were included in the prior-year quarter. The ART joint venture contributed $5.4 million to operating income, a decrease of $1.6 million compared with the prior-year quarter. Operating margin for the first quarter was 29.2%, an increase of 160 basis points compared with the prior-year quarter.
Segment Overview—Grace Materials Technologies
Following is an overview of the financial performance of Materials Technologies for the first quarter compared with the prior-year quarter.
Net Sales—Grace Materials Technologies
chart-f78debc618e65c839aa.jpg
Sales were $115.7 million for the first quarter, an increase of 11.0%, or 3.4% on constant currency, compared with the prior-year quarter. The increase on a constant currency basis was due to higher sales volumes (+2.8%)

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and improved pricing (+0.6%). Sales volumes increased, primarily driven by higher coatings sales in Asia and chemical process (adsorbents) sales in Latin America, partially offset by lower pharma fine chemicals sales in North America primarily due to order timing. Favorable currency translation was due to the U.S. dollar weakening against multiple currencies, especially the euro, compared with the prior-year quarter.
Segment Operating Income (SOI) and Margin—Grace Materials Technologies
chart-cfbf4bd2b49a59e4a04.jpg
Gross profit was $42.0 million for the first quarter, an increase of 3.2% compared with the prior-year quarter. Gross margin was 36.3% compared with 39.1% for the prior-year quarter. Lower sales of high-margin pharma fine chemicals products accounted for approximately half of the decline. Higher manufacturing costs, including 90 basis points related to higher raw materials and energy costs, partially offset by improved pricing, accounted for the remainder of the decline.
Operating income was $24.1 million for the first quarter, a decrease of 2.8% compared with the prior-year quarter, primarily due to higher manufacturing costs including higher raw materials and energy costs, and higher operating expenses, partially offset by favorable currency translation, higher sales volumes, and improved pricing. Operating margin for the first quarter was 20.8%, a decrease of 300 basis points compared with the prior-year quarter, primarily due to lower gross margins and higher operating expenses.
Corporate Costs
chart-21b072c0d6cf50eebc5.jpg
Corporate costs include corporate functional costs and other corporate costs such as professional fees and insurance premiums. Corporate costs for the first quarter were $16.6 million, an increase of $0.5 million from the prior-year quarter.

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Restructuring and Repositioning Expenses
During the first quarter, we incurred $1.0 million of restructuring expenses primarily related to plant exit costs and sales force reorganization, compared with $2.8 million in the prior-year quarter that was related to workforce reduction programs in manufacturing, supply chain, finance and IT. Substantially all costs related to the restructuring programs are expected to be paid by September 30, 2018.
During the first quarter, we incurred $4.6 million of repositioning expenses primarily related to costs for a multi-year program to transform manufacturing and business processes to extend our competitive advantages and improve our cost position. Substantially all of these costs have been or are expected to be settled in cash in 2018.
Defined Benefit Pension Expense
Certain pension costs for the first quarter were $3.8 million compared with $3.1 million for the prior-year quarter. The increase was primarily due to a decrease in discount rates.
Interest and Financing Expenses
Net interest and financing expenses were $18.9 million for the first quarter, a decrease of 2.1% compared with the prior-year quarter.
Income Taxes
The provision for income taxes for the three months ended March 31, 2018 and 2017, was $24.8 million and $18.0 million, respectively. The $6.8 million increase is primarily due to the GILTI tax of $5.9 million and a $2.5 million discrete benefit primarily related to share-based compensation deductions in the 2017 first quarter that did not repeat in 2018, offset by $1.6 million primarily related to the tax impact of our geographic mix of income.
See Note 5 to the Consolidated Financial Statements for additional information regarding income taxes.
Financial Condition, Liquidity, and Capital Resources
Following is an analysis of our financial condition, liquidity and capital resources at March 31, 2018.
Our principal uses of cash are generally capital investments and acquisitions; working capital investments; compensation paid to employees, including contributions to our defined benefit pension plans and defined contribution plans; the repayment of debt and interest payments thereon; and the return of cash to shareholders through repurchase of shares and dividends.
On February 8, 2017, we announced that the Board of Directors had authorized a new share repurchase program of up to $250 million. Under this program, during the first quarter we repurchased 514,141 shares of Company common stock for $35.0 million. As of March 31, 2018, $183.9 million remained under the current authorization.
We paid cash dividends of $16.2 million during the first quarter. On February 8, 2018, we announced that the Board of Directors had approved an increase in the annual dividend rate, to $0.96 per share of Company common stock, effective with the dividend paid March 22, 2018.
We believe that the cash we expect to generate during 2018 and thereafter, together with other available liquidity and capital resources, are sufficient to finance our operations, growth strategy, share repurchase program and expected dividend payments, and to meet our debt and pension obligations.
On April 3, 2018, we entered into the Credit Agreement, which provides for new secured credit facilities, consisting of:
(a)
a $950 million term loan due in 2025, with interest at LIBOR +175 basis points, and
(b)
a $400 million revolving credit facility due in 2023, with interest at LIBOR +175 basis points.
We used the proceeds from the term loan to repay in full the outstanding borrowings under our 2014 credit agreement, to fund the previously announced acquisition of the polyolefin catalysts business of Albemarle Corporation for $421 million, and to make a voluntary $50.0 million accelerated contribution to our U.S. qualified

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pension plans. See Note 16 to the Consolidated Financial Statements for additional information related to the credit agreement.
Cash Resources and Available Credit Facilities
At March 31, 2018, we had available liquidity of $453.3 million, consisting of $149.9 million in cash and cash equivalents ($64.0 million in the U.S.), $267.3 million available under our revolving credit facility, and $36.1 million of available liquidity under various non-U.S. credit facilities. The $300 million revolving credit facility included a $150 million sublimit for letters of credit. Under the Credit Agreement, the $300 million revolving credit facility was replaced with a new $400 million revolving credit facility, which includes a $100 million sublimit for letters of credit.
Our non-U.S. credit facilities are extended to various subsidiaries that use them primarily to issue bank guarantees supporting trade activity and to provide working capital during occasional cash shortfalls. We generally renew these credit facilities as they expire.
The following table summarizes our non-U.S. credit facilities as of March 31, 2018:

(In millions)
Maximum Borrowing Amount
 
Available Liquidity
 
Expiration Date
China
$
23.2

 
$
20.5

 
Various through 2020
Other countries
28.4

 
15.6

 
Various through 2020, as well as open-ended
Total
$
51.6

 
$
36.1

 
 
Analysis of Cash Flows
The following table summarizes our cash flows for the first quarter and prior-year quarter:
 
Three Months Ended March 31,
(In millions)
2018
 
2017
Net cash provided by (used for) operating activities
$
89.0

 
$
35.9

Net cash provided by (used for) investing activities
(48.5
)
 
(30.9
)
Net cash provided by (used for) financing activities
(55.1
)
 
(21.4
)
Effect of currency exchange rate changes on cash, cash equivalents, and restricted cash
2.4

 
2.2

Net increase (decrease) in cash and cash equivalents
(12.2
)
 
(14.2
)
Cash, cash equivalents, and restricted cash, beginning of period
163.5

 
100.6

Cash, cash equivalents, and restricted cash, end of period
$
151.3

 
$
86.4

Net cash provided by operating activities for the first quarter was $89.0 million compared with $35.9 million for the prior-year quarter. The year-over-year change in cash flow was primarily due to the $30.0 million payment to fund the PD Trust in the prior-year quarter, the timing of advance payments from customers, and lower net cash paid for income taxes, partially offset by cash used for a planned build up of inventory.
Net cash used for investing activities for the first quarter was $48.5 million compared with $30.9 million for the prior-year quarter. The year-over-year change in cash flow was primarily due to capital spending of $50.1 million during the first quarter compared with $31.0 million in the prior-year quarter.
Net cash used for financing activities for the first quarter was $55.1 million compared with $21.4 million in the prior-year quarter. The year-over-year change in cash flow was primarily due to cash paid for repurchases of common stock of $35.0 million during the first quarter compared with $10.0 million in the prior-year quarter.
Included in net cash provided by (used for) operating activities are legacy product, environmental and other claims paid of $6.3 million and $40.7 million, repositioning expenses paid of $4.6 million and $0.6 million, and restructuring expenses paid of $3.2 million and $3.8 million for the first quarter and prior-year quarter, respectively; and cash paid for third-party acquisition-related costs of $2.1 million for the first quarter. These cash

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flows totaled $16.2 million and $45.1 million for the first quarter and prior-year quarter, respectively. We do not include these cash flows when evaluating the performance of our businesses.
Debt and Other Contractual Obligations
Total debt outstanding at March 31, 2018, was $1,546.5 million. Grace entered into a credit agreement on April 3, 2018, pursuant to which Grace’s U.S. dollar and euro term loans were repaid in full. The credit agreement also provides for new senior secured credit facilities, consisting of a $950 million term loan due in 2025 and $400 million revolving credit facility due in 2023. (See Note 16 to the Consolidated Financial Statements.)
See Note 8 to the Consolidated Financial Statements for a discussion of Financial Assurances.
Employee Benefit Plans
See Note 6 to the Consolidated Financial Statements for further discussion of Pension Plans and Other Postretirement Benefit Plans.
Defined Benefit Pension Plans
The following table presents the components of cash contributions for the advance-funded and pay-as-you-go plans:
 
Three Months Ended March 31,
(In millions)
2018
 
2017
U.S. pay-as-you-go plans
$
1.7

 
$
1.9

Non-U.S. advance-funded plans
—

 
0.3

Non-U.S. pay-as-you-go plans
2.0

 
1.6

Total Cash Contributions
$
3.7

 
$
3.8

We intend to fund non-U.S. pension plans based upon applicable legal requirements and actuarial and trustee recommendations. We contributed $2.0 million and $1.9 million to these plans during the first quarter and the prior-year quarter.
Other Contingencies
See Note 8 to the Consolidated Financial Statements for a discussion of our other contingent matters.
Inflation
We recognize that inflationary pressures may have an adverse effect on us through higher asset replacement costs and higher raw materials and other operating costs. We experienced raw materials cost inflation during the 2017 second half and expect to see continued inflation in 2018. We try to minimize these impacts through effective control of operating expenses, productivity improvements, and hedging purchases of certain raw materials, as well as price increases on our products.
Critical Accounting Estimates
See the “Critical Accounting Estimates” heading in Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Form 10-K for the year ended December 31, 2017, for a discussion of our critical accounting estimates, incorporated by reference into Item 7 thereof.
Recent Accounting Pronouncements
See Note 1 to the Consolidated Financial Statements for a discussion of recent accounting pronouncements and their effect on us.
Forward Looking Statements
This document contains, and our other public communications may contain, forward-looking statements, that is, information related to future, not past, events. Such statements generally include the words “believes,” “plans,”

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“intends,” “targets,” “will,” “expects,” “suggests,” “anticipates,” “outlook,” “continues,” or similar expressions. Forward-looking statements include, without limitation, expected financial positions; results of operations; cash flows; financing plans; business strategy; operating plans; capital and other expenditures; competitive positions; growth opportunities for existing products; benefits from new technology and cost reduction initiatives, plans and objectives; and markets for securities. For these statements, we claim the protections of the safe harbor for forward-looking statements contained in Section 27A of the Securities Act and Section 21E of the Exchange Act. Like other businesses, we are subject to risks and uncertainties that could cause our actual results to differ materially from our projections or that could cause other forward-looking statements to prove incorrect. Factors that could cause actual results to differ materially from those contained in the forward-looking statements include, without limitation: risks related to foreign operations, especially in emerging regions; the costs and availability of raw materials, energy and transportation; the effectiveness of Grace’s research and development and growth investments; acquisitions and divestitures of assets and businesses; developments affecting Grace’s outstanding indebtedness; developments affecting Grace’s pension obligations; Grace’s legal and environmental proceedings; environmental compliance costs; the inability to establish or maintain certain business relationships; the inability to hire or retain key personnel; natural disasters such as storms and floods, and force majeure events; changes in tax laws and regulations; the potential effects of cyberattacks; and those additional factors set forth in our most recent Annual Report on Form 10-K, this quarterly report on Form 10-Q and current reports on Form 8-K, which have been filed with the Securities and Exchange Commission and are readily available on the Internet at www.sec.gov. Our reported results should not be considered as an indication of our future performance. Readers are cautioned not to place undue reliance on our projections and forward-looking statements, which speak only as of the dates those projections and statements are made. We undertake no obligation to release publicly any revision to the projections and forward-looking statements contained in this document, or to update them to reflect events or circumstances occurring after the date of this document.

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Item 3.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
With respect to information disclosed in the “Quantitative and Qualitative Disclosures About Market Risk” section of our Annual Report on Form 10-K for the year ended December 31, 2017, more recent numerical measures and other information are available in the “Financial Statements” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of this Report. These more recent measures and information are incorporated herein by reference.
Item 4.    CONTROLS AND PROCEDURES
EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES
As of March 31, 2018, Grace carried out an evaluation of the effectiveness of the design and operation of its disclosure controls and procedures pursuant to Rule 13a-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Based upon that evaluation, Grace’s Chief Executive Officer and Chief Financial Officer concluded that Grace’s disclosure controls and procedures are effective to ensure that information required to be disclosed in Grace’s Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that material information relating to Grace is made known to management, including Grace’s Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.
CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING
Effective January 1, 2018, Grace adopted ASC 606, “Revenue From Contracts With Customers.” Although the standard did not have a material impact on Grace’s Consolidated Financial Statements, Grace implemented changes to its revenue recognition processes and internal controls, including new policies related to the five-step model included in the revenue standard, enhanced contract review, and ongoing monitoring activities.
There were no other changes in Grace’s internal control over financial reporting during the quarter ended March 31, 2018, that have materially affected, or are reasonably likely to materially affect, Grace’s internal control over financial reporting.

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PART II. OTHER INFORMATION
Item 1.    LEGAL PROCEEDINGS
Note 8 to the interim Consolidated Financial Statements in Part I of this Report is incorporated herein by reference.
Item 1A.    RISK FACTORS
In addition to the other information set forth below and elsewhere in this Report, you should carefully consider the risk factors discussed in the “Risk Factors” section of our Annual Report on Form 10-K for the year ended December 31, 2017, which could materially affect our business, financial condition or future results. The risks described in this Report and in our Annual Report on Form 10-K are not the only risks facing Grace. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition or future results. With respect to certain risk factors discussed in our Annual Report on Form 10-K, more recent numerical measures and other information are available in the “Financial Statements” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of this Report. These more recent measures and information are incorporated herein by reference.
The global scope of our operations subjects us to the risks of doing business in foreign countries, and with other parties located in foreign jurisdictions, which could adversely affect our business, financial condition and results of operations.
In addition to the risks and uncertainties that we discussed in our Annual Report on Form 10-K, recent world events have increased the risks posed by international trade disputes, tariffs, and sanctions. We procure a wide spectrum of commodities globally to support our production. For materials sourced from nations that could be impacted by trade disputes, tariffs or sanctions, we could potentially face increased costs, supply disruptions and/or costs associated with securing alternative materials. We view geopolitical risk along with other potential supply chain risks, and work actively to diversify and mitigate these potential impacts; however, such events could adversely affect our business, financial condition and results of operations.
Item 2.    UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Share Repurchase Program
On February 8, 2017, we announced that our Board of Directors had authorized a share repurchase program of up to $250 million. Repurchases under the program may be made through one or more open market transactions at prevailing market prices; unsolicited or solicited privately negotiated transactions; accelerated share repurchase programs; or through any combination of the foregoing, or in such other manner as determined by management. The timing of the repurchases and the actual amount repurchased will depend on a variety of factors, including the market price of the Company’s shares, the strategic deployment of capital, and general market and economic conditions.
The following table presents information regarding the repurchase of Company common stock by or on behalf of Grace or any “affiliated purchaser” of Grace during the three months ended March 31, 2018:
Period
 
Total number of shares purchased
(#)
 
Average price paid per share
($/share)
 
Total number of shares purchased as part of publicly announced plans or programs
(#)
 
Approximate dollar value of shares that may yet be purchased under the plans or programs
($ in millions)
1/1/2018 - 1/31/2018
 
94,100

 
72.80

 
94,100

 
212.0

2/1/2018 - 2/28/2018
 
269,615

 
67.19

 
269,615

 
193.9

3/1/2018 - 3/31/2018
 
150,426

 
66.46

 
150,426

 
183.9

Total
 
514,141

 
68.00

 
514,141

 
 

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Item 4.    MINE SAFETY DISCLOSURES
Information concerning mine safety violations or other regulatory matters required by Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 104 of Regulation S-K (17 CFR 229.104) is included in Exhibit 95 to this Report.
Item 6.    EXHIBITS
In reviewing the agreements included as exhibits to this and other Reports filed by Grace with the Securities and Exchange Commission (the “SEC”), please remember they are included to provide you with information regarding their terms and are not intended to provide any other factual or disclosure information about Grace or other parties to the agreements. The agreements generally contain representations and warranties by each of the parties to the applicable agreement. These representations and warranties have been made solely for the benefit of the other parties to the applicable agreement. These representations and warranties:
•
Are not statements of fact, but rather are used to allocate risk to one of the parties if the statements prove to be inaccurate;
•
May have been qualified by disclosures that were made to the other parties in connection with the negotiation of the applicable agreement, which disclosures are not necessarily reflected in the agreement;
•
May apply standards of materiality in a way that is different from what may be viewed as material to you or other investors; and
•
Were made only as of the date of the applicable agreement or such other date or dates as may be specified in the agreement and do not reflect more recent developments.
Accordingly, these representations and warranties may not describe the actual state of affairs as of the date they were made or at any other time. Additional information about Grace may be found elsewhere in this report and Grace’s other public filings, which are available without charge through the SEC’s website at http://www.sec.gov.
The following is a list of Exhibits filed as part of this Quarterly Report on Form 10-Q:
Exhibit No.
 
Description of Exhibit
 
Location
2.1
 
 
Exhibit 2.4 to Form 10-K (filed 2/22/18) SEC File No.: 001-13953
3.1
 
 
Exhibit 3.01 to Form 8-K (filed 2/07/14) SEC File No.: 001-13953
3.2
 
 
Exhibit 3.01 to Form 8-K (filed 1/23/15) SEC File No.: 001-13953
4.1
 
 
Exhibit 4.1 to Form 8-K (filed 4/03/18) SEC File No.: 001-13953
4.2
 
 
Filed herewith
10.1
 
 
Filed herewith*
10.2
 
 
Filed herewith*

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Exhibit No.
 
Description of Exhibit
 
Location
15
 
 
Filed herewith
31(i).1
 
 
Filed herewith
31(i).2
 
 
Filed herewith
32
 
 
Filed herewith
95
 
 
Filed herewith
101.INS
 
XBRL Instance Document
 
Filed herewith
101.SCH
 
XBRL Taxonomy Extension Schema
 
Filed herewith
101.CAL
 
XBRL Taxonomy Extension Calculation Linkbase
 
Filed herewith
101.DEF
 
XBRL Taxonomy Extension Definition Linkbase
 
Filed herewith
101.LAB
 
XBRL Taxonomy Extension Label Linkbase
 
Filed herewith
101.PRE
 
XBRL Taxonomy Extension Presentation Linkbase
 
Filed herewith
___________________________________________________________________________________________________________________
*
Management contracts and compensatory plans, contracts or arrangements required to be filed as exhibits to this Report.

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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized.
 
W. R. GRACE & CO.
(Registrant)
 
 
 
Date: May 9, 2018
By:
/s/ A. E. FESTA
 
 
A. E. Festa
(Chairman and
Chief Executive Officer)
 
 
 
Date: May 9, 2018
By:
/s/ THOMAS E. BLASER
 
 
Thomas E. Blaser
(Senior Vice President and
Chief Financial Officer)
 
 
 
Date: May 9, 2018
By:
/s/ WILLIAM C. DOCKMAN
 
 
William C. Dockman
(Vice President and Controller)

55



Exhibit 4.2
SECOND SUPPLEMENTAL INDENTURE
SECOND SUPPLEMENTAL INDENTURE (this “Second Supplemental Indenture”), dated as of April 3, 2018, by and among Grace Management Services, Inc., a Delaware corporation (“Grace Management”), and Grace Technologies, Inc., a Delaware Corporation, (together with Grace Management, the “New Guarantors”), each a subsidiary of W. R. Grace & Co.-Conn. (or its successor), a Connecticut corporation (the “Company”), the Company and Wilmington Trust, National Association, as trustee under the indenture referred to below (the “Trustee”).
W I T N E S S E T H:
WHEREAS the Company, the Trustee and W. R. Grace & Co. are parties to that certain Base Indenture (the “Base Indenture”), as supplemented by the First Supplemental Indenture (the “First Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), each dated as of September 16, 2014;
WHEREAS Section 4.10 of the First Supplemental Indenture provides that if a Domestic Subsidiary guarantees Senior Indebtedness of the Company under the Credit Agreement, then the Company will cause such Domestic Subsidiary to execute and deliver a supplemental indenture to the Trustee pursuant to which such Domestic Subsidiary will guarantee payment of the Notes on the same terms and conditions as the original Guarantees from the initial Guarantors with such limitations as are as set forth in the Triggering Guarantee;
WHEREAS Section 10.06 of the Base Indenture provides that under certain circumstances the Company is required to cause the New Guarantors to execute and deliver to the Trustee a supplemental indenture pursuant to which the New Guarantors shall unconditionally guarantee all the Company’s Obligations under the Notes and the Indenture pursuant to a Note Guarantee on the terms and conditions set forth herein;
WHEREAS Section 10.02(b)(iii) of the Base Indenture and Section 4.10(b)(iii) of the First Supplemental Indenture provides that a Guarantee by any Guarantor shall automatically be released and terminate and be of no further force or effect and such Guarantor shall be deemed to be released from all obligations under Article X of the Base Indenture if such Guarantor no longer guarantees the Senior Indebtedness of the Company under the Credit Agreement and no Default has occurred and is continuing with respect to which the Guarantee is being released;
WHEREAS, as of the date hereof, Alltech Associates, Inc., an Illinois corporation (the “Released Guarantor”), no longer guarantees the Senior Indebtedness of the Company under the Credit Agreement and no Default has occurred and is continuing with respect to which the Guarantee is being released;




WHEREAS pursuant to Section 9.01 of the Base Indenture and the First Supplemental Indenture, the Company and the Trustee may amend or supplement the Indenture to evidence the release of any guarantor pursuant to the terms of the Indenture without the consent of Holders; and
WHEREAS pursuant to Section 9.01 of the Base Indenture and the First Supplemental Indenture, the Trustee and the Company are authorized to execute and deliver this Second Supplemental Indenture without the consent of Holders.
NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the New Guarantors, the Company and the Trustee mutually covenant and agree for the equal and ratable benefit of Holders as follows:
1.    Defined Terms. As used in this Second Supplemental Indenture, terms defined in the Indenture or in the preamble or recital hereto are used herein as therein defined, except that the term “holders” in this Second Supplemental Indenture shall refer to the term “holders” as defined in the Indenture and the Trustee acting on behalf of and for the benefit of such holders. The words “herein,” “hereof” and “hereby” and other words of similar import used in this Second Supplemental Indenture refer to this Second Supplemental Indenture as a whole and not to any particular section hereof.
2.    Agreement to Guarantee. The New Guarantors hereby agree, jointly and severally with all existing guarantors (if any), to unconditionally guarantee the Company’s Obligations under the Notes and the Indenture on the terms and subject to the conditions set forth in Article X of the Base Indenture, including without limitation the release provisions thereof, and to be bound by all other applicable provisions of the Indenture and the Notes and to perform all of the obligations and agreements of a Guarantor under the Indenture.
3.    Release of Guarantee. The Trustee hereby acknowledges that the guarantee of the Released Guarantor has been terminated as of the date hereof and shall be of no further force or effect, and the Released Guarantor has been released from all obligations under the Indenture, the Notes and such guarantee.
4.    Amendment of Indenture. Article 10 of the First Supplemental Indenture is hereby replaced in full by the following text: “Article X of the Base Indenture shall control.”
5.    Notices. All notices or other communications to the New Guarantors shall be given as provided in Section 11.02 of the Base Indenture.
6.    Ratification of Indenture; Supplemental Indentures Part of Indenture. Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Second Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder heretofore or hereafter authenticated and delivered shall be bound hereby.

    2


7.    Governing Law. THIS SECOND SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW.
8.    Trustee Makes No Representation. The Trustee makes no representation as to the validity or sufficiency of this Second Supplemental Indenture or with respect to the recitals contained herein, all of which recitals are made solely by the other parties hereto.
9.    Counterparts. The parties may sign any number of copies of this Second Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. The exchange of copies of this Second Supplemental Indenture and of signature pages by facsimile or PDF transmissions shall constitute effective execution and delivery of this Second Supplemental Indenture as to the parties hereto and may be used in lieu of the original Second Supplemental Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or PDF shall be deemed to be their original signatures for all purposes.
10.    Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction thereof.
[Signature page follows]

    3





    4


IN WITNESS WHEREOF, the parties hereto have caused this Second Supplemental Indenture to be duly executed as of the date first above written.

W. R. GRACE & CO.-CONN.

By: /s/ Jeremy Rohen         
Name: Jeremy Rohen
Title: Assistant Treasurer


GRACE MANAGEMENT SERVICES, INC., as New Guarantor

By: /s/ Jeremy Rohen     
Name: Jeremy Rohen
Title: Assistant Treasurer

GRACE TECHNOLOGIES, INC., as New Guarantor

By: /s/ Jeremy Rohen     
Name: Jeremy Rohen
Title: Treasurer



    [Signature page to the Second Supplemental Indenture]



WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee

By: /s/ Jospeh P. O’Donnell     
Name: Joseph P. O’Donnell
Title: Vice President


    [Signature page to the Second Supplemental Indenture]

                

Exhibit 10.1
RSU Grant Agreement/Stock (Festa)


Granted to:            ALFRED FESTA
Date of Grant:            February 22, 2018
Grant Date “Value”:        $67.335
RSUs Granted:         31,559
Settlement:            Stock


Units shall become vested on the following dates:
10,520 units on February 22, 2019

10,520 units on February 21, 2020

10,519 units on February 22, 2021


1.    Grant of RSUs. Under the long-term incentive program of W.R. Grace & Co. (the “Company”), the Compensation Committee (the “Committee”) of the Board of Directors of Grace has granted you a number of restricted share units (“RSUs”), as specified above. Each RSU represents the right to receive one share of Company common stock. The RSUs are hereby granted pursuant to, and in accordance with, the 2014 Stock Incentive Plan (the “Plan”), the terms of which are made a part of this grant agreement (which grant agreement includes the Administrative Practices set forth in the attached Annex A (as modified herein), and the Restrictive Covenants set forth in the attached Annex B (as modified herein)). In the event of a conflict between this agreement and the Plan, the terms of the Plan will control. In the event of a conflict between the attached Annexes (as modified herein) and this agreement, this agreement shall control. Capitalized terms used in this grant agreement but not defined herein are as defined in the Administrative Practices set forth in the attached Annex A or otherwise in the Plan.

2.    Settlement of RSU Grant. The stock award related to your RSU Grant will be made to you as soon as practical after the Vesting/Stock Valuation Date (but within 60 days of that Date, in any event), regardless of your employment status with Grace or Grace Board membership, as on any such date, provided that (1) you do not voluntarily retire from employment with Grace prior to October 1, 2018, without the consent of the Committee and (2) you continue to adhere to the restrictive covenants of Annex B (as modified below). (Note that the provisions herein shall control to the extent these provisions are inconsistent with those regarding the consequences of a change in or termination of your employment status under Annex A.) Please note that, while it is intended that your RSUs be settled in stock as described herein, Grace reserves the right to instead settle the RSUs in cash, based on the closing price of a share of its stock on the Vesting/Stock Valuation Date, depending on an evaluation of circumstances at that time.

3.    Other Conditions to Vesting of RSU Grant. Your RSU Grant is governed by the terms of this Agreement and the attached Annex A (as modified herein) and the Plan. In addition, the grant, vesting, and settlement of the RSUs shall be subject to your continued compliance with the restrictive covenants as set forth in Annex B (as modified in this paragraph). All references in those covenants to your term of “employment” and the date you are no longer “employed” shall apply to your service with Grace as an employee as well as your service as a member of the Grace Board; which means - for avoidance of doubt – that the date you are no longer “employed”, for

                

the purposes of those covenants, shall occur on your last date of employment or the last date of your service as a member of the Grace Board, whichever occurs later. The Annexes (as modified herein) are incorporated by reference herein.

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

Please read and acknowledge this agreement through E-Trade as specified in the accompanying cover memo.

W. R. Grace & Co.
                        
By: /s Elizabeth Brown


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


                


Annex A
W.R. Grace & Co.
Administrative Practices - RSU Grants


Definitions

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

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

"Participant”: A Key Employee who is a recipient of a RSU Grant.

"RSU Grant": A "restricted share unit” granted to a Participant, which would entitle him or her to a cash payment (or stock award), in accordance with his or her 2018 RSU Grant Agreement.

"Stock Incentive Plan": the W. R. Grace & Co. 2014 Stock Incentive Plan.

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

Administration and Amendment

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

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



A- 1


                

Annex A

RSU Grant

Each Participant's RSU Grant is made pursuant to a RSU Grant Agreement that specifies the number of RSUs granted to the Participant, the manner of settlement related to any RSU awards that become payable, and such other terms and conditions as the Committee shall approve, inclusive of the provisions of this Annex A, which are incorporated into the RSU Grant Agreement to which this Annex A is attached.

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

Termination or Change in Employment Status

A Participant shall forfeit all rights to any cash payment (or stock award) related to a RSU Grant, if, prior to the Vesting/Stock Valuation Date specified by his or her RSU Grant Agreement, the Participant's employment terminates for any reason other than as provided below, unless the Committee (or the designee of the Committee, which may include the Chief Executive Officer of the Company) determines to make an exception.

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

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


                

Annex A

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

Code Section 409A

Notwithstanding any other provision of any RSU Grant Agreement or this Annex A, RSU Grants shall be settled in a manner intended to comply with the provisions of Section 409A of the Code, which shall include (i) RSUs that become vested on the Vesting/Stock Valuation Date being settled not later than the last day of the calendar year of the applicable Vesting/Stock Valuation Date (as defined in the 2017 RSU Grant Agreement) and (ii) RSUs held by a “specified employee" (as defined under Code Section 409A) that become vested, and are to be settled upon a Participant's "separation from service" (as defined in Code Section 409A), being settled on the first business day following the date that is six months after the effective date of such separation from service.

Calculation of Cash Payments or Stock Awards

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

In the event the Company issues cash dividends on the common stock of the Company during the Service Period, the Committee may, but shall not be obligated to, make any adjustments to RSU Grants, which the Committee deems appropriate in its sole discretion to account for such dividends.

Treatment of Corporate Acquisitions and Divestments and Extraordinary Events

Consistent with the provisions of Section 15 of the Stock Incentive Plan, in the event acquisitions or divestments, or substantial changes in tax or other laws or in accounting principles or practices, or natural disasters or other extraordinary events, then the Committee may, but shall not be obligated to, amend any RSU Grant, in any manner the Committee deems appropriate, so that the Participants may earn a cash payment or stock award (as appropriate) consistent with the objectives of the RSU Grants, as determined by the Committee in its sole discretion.

Notwithstanding any other provision of these Administrative Practices (or the Stock Incentive Plan, as appropriate) to the contrary, in the event a Change in Control of the Company (within the meaning of the Stock Incentive Plan) shall occur during a "Service Period" (as defined below), then each unvested portion of the Participant's RSU Grant (with respect to that Service Period) shall thereupon fully vest, and he or she shall be entitled to receive any cash payment or stock award (as appropriate) he or she would otherwise have received as soon as administratively practical after the Change in


A-3


                

Annex A

Control, calculated using the date of such Change in Control as the Vesting/Stock Valuation Date. "Service Period” means the period of February 22, 2018 to February 22, 2021.

General

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

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

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

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

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

A RSU Grant to an employee of a Subsidiary shall be contingent on the approval of the Subsidiary and the Subsidiary's agreement that (a) the Company may administer the RSU Grant on its behalf and (b) the Subsidiary will make, or reimburse the Company for, the cash payments or stock awards related to the RSU Grant. The provisions of this paragraph and the obligations of the Subsidiary so undertaken may be waived, in whole or in the part, from time to time by the Company.

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


A-4




Annex B
    

W.R. Grace & Co.
Restrictive Covenants - RSU Grants

1.Noncompetition
 
(a)    For a period of 24 months after a Participant is no longer employed (for any reason whatsoever) by the Company, the Participant will not, without the prior written consent of an authorized officer of the Company, (a) directly or indirectly engage in or (b) assist or have any active interest in (whether as a proprietor, partner, stockholder, officer, director or any type of principal whatsoever (provided that ownership of not more than 2% of the outstanding stock of a corporation traded on a national securities exchange shall not of itself be viewed as assisting or having an active interest), or (c) enter the employment of or act as an agent, broker or distributor for or adviser or consultant to any person, firm, corporation or business entity that is (or is about to become) directly or indirectly engaged in the development, manufacture or sale of any product that competes with or is similar to any product manufactured, sold or under development by the Company at any time while the Participant was employed by the Company, in any area of the world in which such product is, at the time the Participant ceases to be employed, manufactured or sold by the company; provided that this restriction shall apply only with respect to the products with whose development, manufacture, or sale the Participant was concerned or connected in any way during the 12 month period immediately prior to the Participant ceasing to be an employee of the Company.

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

2.
Nonsolicitation of Customers

(a)    The Participant agrees that during the 24 month period immediately following cessation of the Participant's employment with the Company for any reason whatsoever, the Participant shall not, on the Participant's own behalf or on behalf of any person, firm, partnership, association, corporation or business organization, entity or enterprise, without the prior written consent of an authorized officer of the Company, solicit, contact, call upon, communicate with or attempt to communicate with any customer or prospect of the Company, or any representative of any customer or prospect of the Company, with a view to

B- 1



Annex B

sell or provide any product, equipment, or service competitive or potentially competitive with any product, equipment, or service sold or provided or under development by Company during the 12 months immediately preceding cessation of the Participant's employment with the Company; provided that the restrictions set forth in this paragraph shall apply only to customers or prospects of the Company, or representative of customers or prospects of the Company, with whom the Participant had contact during such 12-month period. The actions prohibited by this section shall not be engaged in by the Participant directly or indirectly, whether as manager, salesman, agent, sales or service representative, engineer, technician or otherwise.

3.
Nonsolicitation of Employees. The Participant agrees that during the 24 month period immediately following cessation of the Participant's employment with the Company for any reason whatsoever, the Participant shall not, on the Participant's own behalf or on behalf of any person, firm, partnership, association, corporation or business organization, entity or enterprise, without the prior written consent of an authorized officer of the Company, recruit, solicit, or induce, or attempt to recruit, solicit, or induce, any employee of the Company (with whom the Participant had contact or supervised during the term of the Participant's employment with the Company) to terminate their employment relationship with the Company or to perform services for any other person, firm, corporation or business organization or entity.

4.
The Participant acknowledges that were the Participant to breach the provisions of any of these restrictive covenants, the injury to the Company would be substantial, irreparable, and impossible to measure and compensate in money damages alone. The Participant therefore agrees that, in addition to provable damages, the Company may seek, and agrees that a court of competent jurisdiction should grant, preliminary and permanent injunctive relief prohibiting any conduct by the Participant that violates any of these covenants.





Exhibit 10.2
W. R. GRACE & CO. (the "Company")
NONSTATUTORY STOCK OPTION - Festa

The W. R. Grace & Co. 2014 Stock Incentive Plan ("Plan")
Granted To:    ALFRED FESTA    
Date of Grant:    February 22, 2018
Expiration Date:    February 22, 2023    
In accordance with the Plan (a copy of which is attached), you have been granted an Option to purchase 173,572 shares of Common Stock, as defined in the Plan ("Option"), upon the following terms and conditions:
(1)The purchase price is $67.335
(2)Subject to the other provisions hereof, this Option shall become exercisable as follows:
57,858 shares on February 22, 2019
57,857 shares on February 21, 2020
57,857 shares on February 22, 2021
Once exercisable, an installment may be exercised at any time, in whole or in part, until the expiration or termination of this Option.
(3)This Option shall not be treated as an Incentive Stock Option (as such term is defined in the Plan).
(4)This Option may be exercised only by accessing your account at www.etrade.com/stockplans. E*Trade Financial can also be reached by phone at (800) 838-0908 or (650) 599-0125 if calling from outside the United States and Canada. E*Trade Financial will coordinate the exercise with the Company. The purchase price shall be paid in cash or, with the permission of the Company (which may be subject to certain conditions), in shares of Common Stock or in a combination of cash and such shares (see section 6(a) of the Plan).
(5)Neither this Option nor any right thereunder nor any interest therein may be assigned or transferred by you, except by will or the laws of descent and distribution. This Option is exercisable during your lifetime only by you. If you cease to serve the Company or a Subsidiary (as defined in the Plan), this Option shall terminate as provided in section 6 of the Plan, subject, however, to the following:
(a) Notwithstanding the provisions of the Plan, each portion of this Option shall continue to vest as specified herein (even if your service as an employee or member of the Grace Board ceases before any applicable vesting date), and you shall have the full term in the normal course to exercise each portion of this Option, provided that (1) you do not voluntarily retire from employment with Grace prior to October 1, 2018, without the consent of the Committee and (2) you continue to adhere to the restrictive covenants of Annex A (as modified below). Note that the provision herein shall control to the extent




these provisions are inconsistent with those of the Plan regarding the consequences of a change in or termination of your employment.
(b)    In the event you should become incapacitated or die and neither you nor your legal representative(s) or other person(s) is entitled to exercise this Option to the fullest extent possible on or before its termination, then the Company shall pay you, your legal representative(s) or such other person(s), as the case may be, an amount of money equal to the Fair Market Value (as defined under the Plan) of any shares remaining subject to this Option on the last date it could have been exercised, less the aggregate purchase price of such shares.
(6)With respect to this Option, if you are an executive officer or any other employee of the Company who is subject to stock ownership guidelines (“Company Officers”), then you may elect “Net Settlement” (as defined in the next sentence) upon the exercise of any portion of this Option (which is otherwise vested and exercisable). “Net Settlement” means the satisfaction (at the election of the employee) of the exercise price and tax withholding due in respect to the exercise of any portion of this Option, by delivering shares of the Company’s common stock to the Company, which would otherwise be delivered to the employee upon such exercise.
(7)If you are or become an employee of a Subsidiary, the Company's obligations hereunder shall be contingent on the Subsidiary's agreement that (a) the Company may administer this Plan on its behalf and, (b) upon the exercise of this Option, the Subsidiary will purchase from the Company the shares subject to exercise at their Fair Market Value on the date of exercise, such shares to be then transferred by the Subsidiary to you upon your payment of the purchase price to the Subsidiary. Where appropriate, such approval and agreement of the Subsidiary shall be indicated by its signature below. The provisions of this paragraph and the obligations of the Subsidiary so undertaken may be waived by the Company, in whole or in part, at any time or from time to time.
(8)The grant, vesting, and exercise of this Option shall be subject to your continued compliance with the restrictive covenants as set forth in Annex A (as modified in this paragraph). All references in those covenants to your term of “employment” and the date you are no longer “employed” shall apply to your service with Grace as an employee as well as your service as a member of the Grace Board; which means – for avoidance of doubt – that the date you are no longer “employed”, for purposes of those covenants, shall occur on your last date of employment or the last date of your service as a member of the Grace Board whichever occurs later. Annex A (as modified herein) is incorporated by reference herein.
(9)The Plan is hereby incorporated by reference (subject to the modification of the provisions of the Plan specified herein). Terms defined in the Plan shall have the same meaning herein. This Option is granted subject to the Plan (as modified herein) and shall be construed in conformity with the Plan (as modified herein).
W. R. GRACE & CO.
                

            
By: /s Elizabeth Brown








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


Annex A



Restrictive Covenants-Option Grants


1.
Noncompetition.

(a) For a period of 24 months after you are no longer employed (for any reason whatsoever) by the Company, you will not, without the prior written consent of an authorized officer of the Company, (a) directly or indirectly engage in or (b) assist or have any active interest in (whether as a proprietor, partner, stockholder, officer, director or any type of principal whatsoever (provided that ownership of not more than 2% of the outstanding stock of a corporation traded on a national securities exchange shall not of itself be viewed as assisting or having an active interest), or (c) enter the employment of or act as an agent, broker or distributor for or adviser or consultant to any person, firm, corporation or business entity that is (or is about to become) directly or indirectly engaged in the development, manufacture or sale of any product that competes with or is similar to any product manufactured, sold or under development by the Company at any time while you are employed by the Company, in any area of the world in which such product is, at the time you cease to be employed, manufactured or sold by the company; provided that this restriction shall apply only with respect to the products with whose development, manufacture, or sale you were concerned or connected in any way during the 12 month period immediately prior to your ceasing to be an employee of the Company.

(b) You hereby acknowledge and confirm that the business of the Company extends throughout substantial areas of the world. During the course of your employment with the Company, your involvement with the business of the Company may vary as to products and geographic area. It is the Company’s practice to enforce this noncompetition covenant only to the extent necessary to protect the Company’s legitimate interests commensurate with your involvement with the business of the Company during your employment, and you acknowledge and confirm that the Company may enforce this noncompetition covenant consistent with such practice.
    
2.
Nonsolicitation of Customers

(a)You agree that during the 24 month period immediately following cessation of the your employment with the Company for any reason whatsoever, you shall not, on your own behalf or on behalf of any person, firm, partnership, association, corporation or business organization, entity or enterprise, without the prior written consent of an authorized officer of the Company, solicit, contact, call upon, communicate with or attempt to communicate with any customer or prospect of the Company, or any representative of any customer or prospect of the Company, with a view to sell or provide any product, equipment, or service competitive or potentially competitive with any product, equipment, or service sold or provided or under development by Company during the 12 months immediately preceding cessation of your employment with the Company; provided that the restrictions set forth in this paragraph shall apply only to customers or prospects of the Company, or representative of customers or prospects of the Company, with whom you had contact during such 12 month period. The actions prohibited by this covenant shall not be engaged in by you


Annex A


directly or indirectly, whether as manager, salesman, agent, sales or service representative, engineer, technician or otherwise.

3.     Nonsolicitation of Employees. You agree that during the 24 month period immediately following cessation of your employment with the Company for any reason whatsoever, you shall not, on your behalf or on behalf of any person, firm, partnership, association, corporation or business organization, entity or enterprise, without the prior written consent of an authorized officer of the Company, recruit, solicit, or induce, or attempt to recruit, solicit, or induce, any employee of the Company (with whom you had contact or supervised during the term of your employment with the Company) to terminate their employment relationship with the Company or to perform services for any other person, firm, corporation or business organization or entity.

4.     You acknowledge that were you to breach the provisions of any of these restrictive covenants, the injury to the Company would be substantial, irreparable, and impossible to measure and compensate in money damages alone. You therefore agree that, in addition to provable damages, the Company may seek, and agrees that a court of competent jurisdiction should grant, preliminary and permanent injunctive relief prohibiting any conduct by you that violates any of these covenants.




Exhibit 15





May 9, 2018


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

Commissioners:

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


Very truly yours,



/s/ PricewaterhouseCoopers LLP
Baltimore, Maryland



EXHIBIT 31(i).1

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

I, A. E. Festa, certify that:

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

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

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

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

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

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

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

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

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

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

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

Date: May 9, 2018

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


Exhibit 31(i).2

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

I, Thomas E. Blaser, certify that:

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

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

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

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

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

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

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

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

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

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

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

Date: May 9, 2018

 
 
/s/ THOMAS E. BLASER
 
 
Thomas E. Blaser
Senior Vice President and Chief Financial Officer



Exhibit 32

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

        Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350), the undersigned certifies that (1) this Quarterly Report of W. R. Grace & Co. (the "Company") on Form 10-Q for the period ended March 31, 2018, as filed with the Securities and Exchange Commission on the date hereof (this "Report"), fully complies with the requirements of Sections 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, and (2) the information contained in this Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ A. E. FESTA
 
 
A. E. Festa
Chief Executive Officer
 
 
 
 
 
/s/ THOMAS E. BLASER
 
 
Thomas E. Blaser
Senior Vice President and Chief Financial Officer
 
 
Date: May 9, 2018

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






EXHIBIT 95

MINE SAFETY DISCLOSURES

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


v3.8.0.1
Document and Entity Information - shares
 3 Months Ended
Mar. 31, 2018
Apr. 30, 2018
Document and Entity Information    
Entity Registrant Name W R GRACE & CO  
Entity Central Index Key 0001045309  
Document Type 10-Q  
Document Period End Date Mar. 31, 2018  
Amendment Flag false  
Current Fiscal Year End Date --12-31  
Entity Current Reporting Status Yes  
Entity Filer Category Large Accelerated Filer  
Entity Common Stock, Shares Outstanding   67,296,308
Document Fiscal Year Focus 2018  
Document Fiscal Period Focus Q1  

v3.8.0.1
Consolidated Statements of Operations (unaudited) - USD ($)
shares in Millions, $ in Millions
 3 Months Ended
Mar. 31, 2018
Mar. 31, 2017
Income Statement [Abstract]    
Net sales $ 431.5 $ 398.0
Cost of goods sold 262.0 244.8
Gross profit 169.5 153.2
Selling, general and administrative expenses 69.3 65.5
Research and development expenses 14.7 13.9
Provision for environmental remediation, net 0.1 0.0
Equity in earnings of unconsolidated affiliate (5.4) (7.0)
Restructuring and repositioning expenses 5.6 2.3
Interest expense and related financing costs 19.3 19.5
Other (income) expense, net 2.3 1.9
Total costs and expenses 101.3 92.3
Income (loss) before income taxes 68.2 60.9
(Provision for) benefit from income taxes (24.8) (18.0)
Net income (loss) 43.4 42.9
Less: Net (income) loss attributable to noncontrolling interests 0.2 0.0
Net income (loss) attributable to W. R. Grace & Co. shareholders $ 43.6 $ 42.9
Basic earnings per share:    
Net income (loss) $ 0.64 $ 0.63
Weighted average number of basic shares 67.6 68.3
Diluted earnings per share:    
Net income (loss) $ 0.64 $ 0.63
Weighted average number of diluted shares 67.7 68.5
Dividends per common share $ 0.24 $ 0.21

v3.8.0.1
Consolidated Statements of Comprehensive (Loss) Income (unaudited) - USD ($)
$ in Millions
 3 Months Ended
Mar. 31, 2018
Mar. 31, 2017
Statement of Comprehensive Income [Abstract]    
Net income (loss) $ 43.4 $ 42.9
Other comprehensive income (loss), net of income taxes:    
Defined benefit pension and other postretirement plans (0.2) (0.3)
Currency translation adjustments (18.2) (1.4)
Gain (loss) from hedging activities 1.8 0.7
Total other comprehensive income (loss) (16.6) (1.0)
Comprehensive income (loss) 26.8 41.9
Less: comprehensive (income) loss attributable to noncontrolling interests 0.2 0.0
Comprehensive income (loss) attributable to W. R. Grace & Co. shareholders $ 27.0 $ 41.9

v3.8.0.1
Consolidated Statements of Cash Flows (unaudited) - USD ($)
$ in Millions
 3 Months Ended
Mar. 31, 2018
Mar. 31, 2017
OPERATING ACTIVITIES    
Net income (loss) $ 43.4 $ 42.9
Reconciliation to net cash provided by (used for) operating activities:    
Depreciation and amortization 25.0 27.1
Equity in earnings of unconsolidated affiliate (5.4) (7.0)
(Costs) benefit related to legacy product, environmental and other claims 1.5 2.1
Cash paid for legacy product, environmental and other claims 6.3 40.7
Provision for (benefit from) income taxes 24.8 18.0
Cash paid for income taxes 8.9 15.4
Income tax refunds received 0.0 0.8
Interest expense and related financing costs 19.3 19.5
Cash paid for interest (5.3) (4.9)
Defined benefit pension expense 3.8 5.0
Cash paid under defined benefit pension arrangements (3.7) (3.8)
Changes in assets and liabilities, excluding effect of currency translation and acquisitions:    
Trade accounts receivable 20.1 19.8
Inventories (23.0) (4.4)
Accounts payable 10.5 10.1
All other items, net (6.8) (33.2)
Net Cash Provided by (Used in) Operating Activities 89.0 35.9
INVESTING ACTIVITIES    
Capital expenditures (50.1) (31.0)
Other investing activities 1.6 0.1
Net Cash Provided by (Used in) Investing Activities (48.5) (30.9)
FINANCING ACTIVITIES    
Borrowings under credit arrangements 8.6 38.9
Repayments under credit arrangements (11.7) (41.7)
Cash paid for repurchases of common stock 35.0 10.0
Proceeds from exercise of stock options 0.8 6.0
Dividends paid to shareholders (16.2) (14.3)
Other financing activities (1.6) (0.3)
Net Cash Provided by (Used in) Financing Activities (55.1) (21.4)
Effect of currency exchange rate changes on cash, cash equivalents, and restricted cash 2.4 2.2
Net increase (decrease) in cash and cash equivalents (12.2) (14.2)
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents [1] 163.5 100.6
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents [2] 151.3 86.4
Restricted cash and cash equivalents 1.4 10.0
Supplemental Cash Flow Information [Abstract]    
Capital expenditures in accounts payable 29.6 21.2
Net share settled stock option exercises $ 0.0 $ 1.2
[1] (1)Includes $10.7 million and $10.0 million of restricted cash and cash equivalents at December 31, 2017 and 2016, respectively.
[2] (2)Includes $1.4 million and $10.0 million of restricted cash and cash equivalents at March 31, 2018 and 2017, respectively.

v3.8.0.1
Consolidated Balance Sheets (unaudited) - USD ($)
$ in Millions
Mar. 31, 2018
Dec. 31, 2017
Current Assets    
Cash and cash equivalents $ 149.9 $ 152.8
Restricted cash and cash equivalents 1.4 10.7
Trade accounts receivable, less allowance of $11.7 (2017—$11.7) 269.1 285.2
Inventories 256.2 230.9
Other current assets 51.0 49.0
Total Current Assets 727.6 728.6
Properties and equipment, net of accumulated depreciation and amortization of $1,497.9 (2017—$1,463.4) 829.4 799.1
Goodwill 405.2 402.4
Technology and other intangible assets, net 251.6 255.4
Deferred income taxes 550.6 556.5
Investment in unconsolidated affiliate 132.2 125.9
Other assets 48.5 39.1
Total Assets 2,945.1 2,907.0
Current Liabilities    
Debt payable within one year 14.8 20.1
Accounts payable 217.3 210.3
Other current liabilities 233.5 217.8
Total Current Liabilities 465.6 448.2
Debt payable after one year 1,531.7 1,523.8
Underfunded and unfunded defined benefit pension plans 516.0 502.4
Other liabilities 185.9 169.3
Total Liabilities 2,699.2 2,643.7
Equity    
Common stock issued, par value $0.01; 300,000,000 shares authorized; outstanding: 67,295,704 (2017—67,780,410) 0.7 0.7
Paid-in capital 476.1 474.8
Retained earnings 603.7 573.1
Treasury stock, at cost: shares: 10,160,923 (2017—9,676,217) (864.6) (832.1)
Accumulated other comprehensive income (loss) 23.3 39.9
Total W. R. Grace & Co. Shareholders’ Equity 239.2 256.4
Noncontrolling interests 6.7 6.9
Total Equity 245.9 263.3
Total Liabilities and Equity $ 2,945.1 $ 2,907.0

v3.8.0.1
Consolidated Balance Sheets (unaudited) (Parenthetical) - USD ($)
$ in Millions
Mar. 31, 2018
Dec. 31, 2017
Statement of Financial Position [Abstract]    
Trade accounts receivable, less allowance of $11.7 (2017—$11.7) $ 11.7 $ 11.7
Properties and equipment, net of accumulated depreciation and amortization of $1,497.9 (2017—$1,463.4) $ 1,497.9 $ 1,463.4
Common stock issued, par value (in dollars per share) $ 0.01 $ 0.01
Common stock issued, shares authorized 300,000,000 300,000,000
Common stock issued, shares outstanding 67,295,704 67,780,410
Treasury stock, at cost (shares) 10,160,923 9,676,217

v3.8.0.1
Consolidated Statements of Equity (unaudited) - USD ($)
$ in Millions
Total
Common Stock and Paid-in Capital
Retained Earnings
Treasury Stock
Accumulated Other Comprehensive Income (Loss)
Noncontrolling Interests
Beginning balance at Dec. 31, 2016 $ 372.4 $ 488.0 $ 619.3 $ (804.9) $ 66.4 $ 3.6
Increase (Decrease) in Stockholders' Equity            
Net income 42.9   42.9      
Repurchase of common stock (10.0)     (10.0)    
Payments to taxing authorities in consideration of employee tax obligations related to stock-based compensation arrangements (2.2) (2.2)        
Stock-based compensation 2.4 2.4        
Exercise of stock options 5.6 (8.8)   14.4    
Other comprehensive (loss) income (1.0)       (1.0)  
Dividends declared 14.4   14.4      
Ending balance at Mar. 31, 2017 395.7 479.4 647.8 (800.5) 65.4 3.6
Increase (Decrease) in Stockholders' Equity            
Cumulative Effect of New Accounting Principle in Period of Adoption 3.2          
Beginning balance at Dec. 31, 2017 263.3 475.5 573.1 (832.1) 39.9 6.9
Increase (Decrease) in Stockholders' Equity            
Net income 43.4   43.6     (0.2)
Repurchase of common stock (35.0)     (35.0)    
Payments to taxing authorities in consideration of employee tax obligations related to stock-based compensation arrangements (0.7) (0.7)        
Stock-based compensation 3.7 3.7        
Exercise of stock options 0.8 (0.4)   1.2    
Shares issued 0.0 (1.3)   1.3    
Other comprehensive (loss) income (16.6)       (16.6)  
Dividends declared 16.2   16.2      
Ending balance at Mar. 31, 2018 $ 245.9 $ 476.8 $ 603.7 $ (864.6) $ 23.3 $ 6.7

v3.8.0.1
Basis of Presentation and Summary of Significant Accounting and Financial Reporting Policies
 3 Months Ended
Mar. 31, 2018
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Basis of Presentation and Summary of Significant Accounting and Financial Reporting Policies
W. R. Grace & Co., through its subsidiaries, is engaged in specialty chemicals and specialty materials businesses on a global basis through two reportable segments: Grace Catalysts Technologies, which includes catalysts and related products and technologies used in refining, petrochemical and other chemical manufacturing applications; and Grace Materials Technologies, which includes specialty materials, including silica-based and silica-alumina-based materials, used in coatings, consumer, industrial, and pharmaceutical applications.
W. R. Grace & Co. conducts all of its business through a single wholly owned subsidiary, W. R. Grace & Co.–Conn. (“Grace–Conn.”). Grace–Conn. owns all of the assets, properties and rights of W. R. Grace & Co. on a consolidated basis, either directly or through subsidiaries.
As used in these notes, the term “Company” refers to W. R. Grace & Co. The term “Grace” refers to the Company and/or one or more of its subsidiaries and, in certain cases, their respective predecessors.
Basis of Presentation    The interim Consolidated Financial Statements presented herein are unaudited and should be read in conjunction with the Consolidated Financial Statements presented in the Company’s 2017 Annual Report on Form 10-K. Such interim Consolidated Financial Statements reflect all adjustments that, in the opinion of management, are necessary for a fair statement of the results of the interim periods presented; all such adjustments are of a normal recurring nature except for the impacts of adopting new accounting standards as discussed below. All significant intercompany accounts and transactions have been eliminated.
The results of operations for the three-month interim period ended March 31, 2018, are not necessarily indicative of the results of operations to be attained for the year ending December 31, 2018.
Use of Estimates    The preparation of financial statements in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the Consolidated Financial Statements, and the reported amounts of revenues and expenses for the periods presented. Actual amounts could differ from those estimates, and the differences could be material. Changes in estimates are recorded in the period identified. Grace’s accounting measurements that are most affected by management’s estimates of future events are:
•
Realization values of net deferred tax assets, which depend on projections of future taxable income (see Note 5);
•
Pension and postretirement liabilities, which depend on assumptions regarding participant life spans, future inflation, discount rates and total returns on invested funds (see Note 6);
•
Carrying values of goodwill and other intangible assets, which depend on assumptions of future earnings and cash flows; and
•
Contingent liabilities, which depend on an assessment of the probability of loss and an estimate of ultimate obligation, such as litigation (see Note 8), income taxes (see Note 5), and environmental remediation (see Note 8).
Reclassifications    Certain amounts in prior years’ Consolidated Financial Statements have been reclassified to conform to the current year presentation. Such reclassifications have not materially affected previously reported amounts in the Consolidated Financial Statements.
Long-Lived Assets    During the 2018 first quarter, Grace, with the assistance of an outside accounting firm, completed a study to evaluate the useful lives of its operating machinery and equipment, including a review of historical asset retirement data as well as review and analysis of relevant industry practices. As a result of this study, effective January 1, 2018, Grace revised the accounting useful lives of certain machinery and equipment, which was determined to be a change in accounting estimate and is being applied prospectively. As a result of this change in accounting estimate, Grace’s depreciation expense with respect to such machinery and equipment was reduced by $2.7 million, resulting in an increase to net income of $2.1 million or $0.03 per diluted share, for the three months ended March 31, 2018. Estimated useful lives for operating machinery and equipment, which previously ranged from 3 to 10 years, now range from 5 to 25 years.
Recently Issued Accounting Standards    In February 2016, the FASB issued ASU 2016-02 “Leases (Topic 842).” This update is intended to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. The core principle of Topic 842 is that a lessee should recognize the assets and liabilities that arise from leases. A lessee should recognize in the statement of financial position a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying asset for the lease term, including optional payments where they are reasonably certain to occur. Currently, as a lessee, Grace is a party to a number of leases which, under existing guidance, are classified as operating leases and not recorded on the balance sheet but expensed as incurred. Under the new standard, many of these leases will be recorded on the Consolidated Balance Sheets. Grace will adopt the standard in the 2019 first quarter. Grace has begun its evaluation of the new standard and at this time cannot reasonably estimate the effect of adoption.
In January 2017, the FASB issued ASU 2017-04 “Intangibles—Goodwill and Other (Topic 350).” This update modifies the concept of impairment from the condition that exists when the carrying amount of goodwill exceeds its implied fair value to the condition that exists when the carrying amount of a reporting unit exceeds its fair value. An entity no longer will determine goodwill impairment by calculating the implied fair value of goodwill by assigning the fair value of a reporting unit to all of its assets and liabilities as if that reporting unit had been acquired in a business combination (“Step 2”). Because these amendments eliminate Step 2 from the goodwill impairment test, they should reduce the cost and complexity of evaluating goodwill for impairment. Grace is required to adopt the amendments in this update on January 1, 2020. Early adoption is permitted. Grace is currently evaluating the timing of adoption and does not expect the update to have a material effect on the Consolidated Financial Statements.
In January 2018, the FASB issued ASU 2018-01 “Leases (Topic 842): Land Easement Practical Expedient for Transition to Topic 842.” This update provides an optional transition practical expedient that allows an entity to elect not to evaluate under Topic 842 existing or expired land easements not previously accounted for as leases. All land easements entered into or modified after the adoption of Topic 842 must be evaluated under Topic 842. Grace, which typically does not account for easements under current lease accounting, will use the transition practical expedient when adopting Topic 842 in the 2019 first quarter and at this time cannot reasonably estimate the effect of adoption.
In February 2018, the FASB issued ASU 2018-02 “Income Statement—Reporting Comprehensive Income (Topic 220).” This update addresses the revaluation of deferred tax assets and liabilities due to the Tax Cuts and Jobs Act of 2017 impacting income from continuing operations, even if the initial income tax effects were recognized in other comprehensive income. The update allows entities to reclassify the tax effects that were originally in other comprehensive income from accumulated other comprehensive income to retained earnings. The update requires entities to disclose whether the election was made and a description of the income tax effects. The update can be: (a) applied to the period of adoption, or (b) applied retrospectively to each period in which the Tax Cuts and Jobs Act of 2017 is in effect. Grace is required to adopt the amendments in this update for on January 1, 2019, with early adoption permitted. Grace is currently evaluating the timing and effect of adoption.
Recently Adopted Accounting Standards    In November 2016, the FASB issued ASU 2016-18 “Statement of Cash Flows (Topic 230): Restricted Cash,” which requires that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Therefore, amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. Grace adopted the update in the 2018 first quarter. Restricted cash included in the Consolidated Balance Sheets as of March 31, 2018, was $1.4 million.
In January 2017, the FASB issued ASU 2017-01 “Business Combinations (Topic 805),” which provides a screen to determine when an integrated set of assets and activities is not a business. The screen requires that when substantially all of the fair value of the gross assets acquired (or disposed of) is concentrated in a single identifiable asset or a group of similar identifiable assets, the set is not a business. This screen reduces the number of transactions that need to be further evaluated. If the screen is not met, the amendments in this update (1) require that to be considered a business, a set must include, at a minimum, an input and a substantive process that together significantly contribute to the ability to create output, and (2) remove the evaluation of whether a market participant could replace missing elements. The amendments in this update also narrow the definition of the term “output” so that the term is consistent with how outputs are described in ASC 606. Grace adopted the update in the 2018 first quarter, and it did not have an effect on the Consolidated Financial Statements.
In May 2017, the FASB issued ASU 2017-09 “Compensation—Stock Compensation (Topic 718).” This update clarifies the existing definition of the term “modification,” which is currently defined as “a change in any of the terms or conditions of a share-based payment award.” The update requires entities to account for modifications of share-based payment awards unless the (1) fair value, (2) vesting conditions, and (3) classification as an equity instrument or a liability instrument of the modified award are the same as of the original award before modification. Grace adopted the update in the 2018 first quarter, and it did not have an effect on the Consolidated Financial Statements.
Revenue Recognition
In May 2014, the FASB issued ASU 2014-09 “Revenue from Contracts with Customers (Topic 606)” (“ASC 606”). This update was intended to remove inconsistencies and weaknesses in revenue requirements; provide a more robust framework for addressing revenue issues; improve comparability of revenue recognition practices across entities, industries, jurisdictions and capital markets; provide more useful information to users of financial statements through improved disclosure requirements; and simplify the preparation of financial statements by reducing the number of requirements to which an entity must refer. Grace adopted ASC 606 with a date of initial application of January 1, 2018. Grace applied the standard to all customer contracts. As a result, Grace has changed its accounting policy for revenue recognition as detailed below.
Grace applied ASC 606 using the modified retrospective method, that is, by recognizing the cumulative effect of initially applying ASC 606 as an adjustment to “retained earnings” at the date of initial application. Results for periods beginning after December 31, 2017, are presented under ASC 606, while the comparative information has not been adjusted and continues to be reported in accordance with Grace’s historical accounting under ASC 605 "Revenue Recognition" (“ASC 605”).
Under ASC 606, revenue from customer arrangements is recognized when control is transferred to the customer. For product sales, control is transferred at the point in time at which risk of loss and title have transferred to the customer, which is determined based on shipping terms. Terms of delivery and terms of payment are generally included in customer contracts of sale, order confirmation documents, and invoices. Grace defers revenue recognition until no other significant Grace obligations remain. Grace’s customer arrangements do not contain significant acceptance provisions. For Grace’s licensed technology business, revenue is recognized ratably over the period of performance of the contract, as the customer simultaneously receives and consumes the benefits provided by Grace’s technology licensing engineers before and during the licensee’s plant construction. Contract periods range from three to seven years, depending on the scope of the licensee’s project.
Certain of Grace's contracts with customers include multiple performance obligations, particularly in the licensed technology business. For such arrangements, where applicable and material, Grace allocates revenue to each performance obligation based on its relative standalone selling price. Grace generally determines standalone selling prices based on the negotiated, contractual prices charged to customers. In instances where individual deliverables within a bundle of goods and/or services are not distinct, the bundle is accounted for as a single performance obligation. Revenue for the bundled deliverables is recognized when control is transferred to the customer, which can be at a point in time or over a period of time.
In its implementation of ASC 606, Grace assessed its customer arrangements at the operating segment level, and based on the similarity of arrangements, Grace elected to use the portfolio method practical expedient. Based on the promises made to customers, exclusive of its licensed technology business, Grace determined that it has a performance obligation to manufacture and deliver products to its customers. For Grace’s licensed technology business, Grace determined that the customer arrangements contain multiple performance obligations, including licensing the technology and providing engineering design packages and technical services to the customers to enable them to realize the benefit of the technology. Grace makes certain other promises in its customer arrangements that are immaterial in the context of the contracts.
Generally, transaction prices charged to Grace’s customers are fixed at the time of invoicing, and Grace expects to collect the fixed amount according to its customer payment terms. For product sales, payment is generally due within 30 to 60 days of invoicing. Grace invoices its technology license customers as certain project milestones are achieved, and payment terms are similar to those of Grace’s product sales.
Grace offers various incentives to its customers that result in variable consideration, including but not limited to volume discounts, which reward bulk purchases by lowering the price for future purchases, and volume rebates, which encourage customers to purchase volume levels that would reduce their current prices. These incentives are immaterial to the Consolidated Financial Statements.
Taxes that Grace collects that are assessed by a governmental authority, and that are both imposed on and concurrent with any of its revenue-producing activities, are excluded from revenue. Grace considers shipping and handling activities that it performs as activities to fulfill the sales of its products. Amounts billed for shipping and handling are included in net sales, while costs incurred for shipping and handling are included in cost of sales, in accordance with the practical expedient provided by ASC 606.
Except for the changes below, Grace has consistently applied its accounting policy for revenue recognition to all periods presented in the Consolidated Financial Statements.
Grace recorded a net increase to “retained earnings” of $3.2 million as of January 1, 2018, which represents the cumulative impact of adopting ASC 606, with a corresponding reduction to “other liabilities.” The cumulative adjustment results from a change in accounting for contingent revenue related to technology licensing arrangements. Under ASC 605, certain revenue was not realized until a contractual contingency was resolved. Upon adoption of ASC 606, Grace estimates all forms of variable consideration, including contingent amounts, at the inception of the arrangement and recognizes it over the period of performance.
The tables below present the effect of the adoption of ASC 606 on Grace’s Consolidated Statements of Operations and Consolidated Balance Sheets.
Consolidated Statements of Operations
 
Three months ended March 31, 2018
(In millions)
Under ASC 605
 
As Reported (ASC 606)
 
Effect of Change
Net sales
$
431.4

 
$
431.5

 
$
0.1

Gross profit
169.4

 
169.5

 
0.1

Income (loss) before income taxes
68.1

 
68.2

 
0.1

Net income (loss)
43.3

 
43.4

 
0.1

Net income (loss) attributable to W. R. Grace & Co. Shareholders
43.5

 
43.6

 
0.1

Consolidated Balance Sheets
 
March 31, 2018
(In millions)
Under ASC 605
 
As Reported (ASC 606)
 
Effect of Change
Other liabilities
$
189.2

 
$
185.9

 
$
(3.3
)
Retained earnings
600.4

 
603.7

 
3.3


ASU 2017-07 “Compensation—Retirement Benefits (Topic 715)”
In March 2017, the FASB issued ASU 2017-07 “Compensation—Retirement Benefits (Topic 715).” This update requires that the service cost component of net benefit cost be presented with other compensation costs arising from services rendered. The remaining net benefit cost is either presented as a line item in the statement of operations outside of a subtotal for income from operations, if presented, or disclosed separately. In addition, only the service cost component of net benefit cost can be capitalized. Grace adopted the update in the 2018 first quarter.
The changes in classification of net benefit costs within the Consolidated Statements of Operations have been retrospectively applied to all periods presented. The change in costs capitalizable into inventory was applied prospectively in accordance with the update. The impacts of all adjustments made to previously reported amounts are summarized below:
Consolidated Statements of Operations
 
Three months ended March 31, 2017
(In millions)
Previously Reported
 
Revised
 
Effect of Change
Selling, general and administrative expenses
$
66.5

 
$
67.0

 
$
0.5

Research and development expenses
13.2

 
13.9

 
0.7

Other (income) expense
(2.2
)
 
(3.4
)
 
(1.2
)

v3.8.0.1
Inventories
 3 Months Ended
Mar. 31, 2018
Inventory Disclosure [Abstract]  
Inventories
Inventories are stated at the lower of cost or net realizable value, and cost is determined using FIFO. Inventories consisted of the following at March 31, 2018, and December 31, 2017:
(In millions)
March 31,
2018
 
December 31,
2017
Raw materials
$
52.1

 
$
48.8

In process
39.4

 
33.0

Finished products
138.8

 
124.7

Other
25.9

 
24.4

Total inventory
$
256.2

 
$
230.9

v3.8.0.1
Debt
 3 Months Ended
Mar. 31, 2018
Debt Disclosure [Abstract]  
Debt
Components of Debt
(In millions)
March 31,
2018
 
December 31,
2017
5.125% senior notes due 2021, net of unamortized debt issuance costs of $5.4 at March 31, 2018 (2017—$5.8)
$
694.6

 
$
694.2

U.S. dollar term loan, net of unamortized debt issuance costs and discounts of $4.1 at March 31, 2018 (2017—$4.3)
404.3

 
404.1

5.625% senior notes due 2024, net of unamortized debt issuance costs of $3.3 at March 31, 2018 (2017—$3.5)
296.7

 
296.5

Euro term loan, net of unamortized debt issuance costs and discounts of $0.9 at March 31, 2018 (2017—$1.0)
98.4

 
94.0

Debt payable to unconsolidated affiliate
45.6

 
42.4

Other borrowings(1)
6.9

 
12.7

Total debt
1,546.5

 
1,543.9

Less debt payable within one year
14.8

 
20.1

Debt payable after one year
$
1,531.7

 
$
1,523.8

Weighted average interest rates on total debt
4.8
%
 
4.7
%

___________________________________________________________________________________________________________________
(1)    Represents borrowings under various lines of credit and other borrowings, primarily by non-U.S. subsidiaries.
See Note 4 for a discussion of the fair value of Grace’s debt.
The principal maturities of debt outstanding at March 31, 2018, were as follows:
 
(In millions)
2018
$
12.5

2019
9.3

2020
8.0

2021
1,203.9

2022
5.7

Thereafter
307.1

Total debt
$
1,546.5


Grace also maintained a $300 million revolving credit facility. As of March 31, 2018, the available credit under this facility was reduced to $267.3 million by outstanding letters of credit. On April 3, 2018, Grace refinanced its U.S. dollar and euro term loans and replaced its revolving credit facility with a new facility. (See Note 16.)

v3.8.0.1
Fair Value Measurements and Risk
 3 Months Ended
Mar. 31, 2018
Fair Value Disclosures [Abstract]  
Fair Value Measurements and Risk
Certain of Grace’s assets and liabilities are reported at fair value on a gross basis. ASC 820 “Fair Value Measurements and Disclosures” defines fair value as the value that would be received at the measurement date in the principal or “most advantageous” market. Grace uses principal market data, whenever available, to value assets and liabilities that are required to be reported at fair value.
Grace has identified the following financial assets and liabilities that are subject to the fair value analysis required by ASC 820:
Fair Value of Debt and Other Financial Instruments    Debt payable is recorded at carrying value. Fair value is determined based on Level 2 inputs, including expected future cash flows (discounted at market interest rates), estimated current market prices and quotes from financial institutions.
At March 31, 2018, the carrying amounts and fair values of Grace’s debt were as follows:
 
March 31, 2018
 
December 31, 2017
(In millions)
Carrying Amount
 
Fair Value
 
Carrying Amount
 
Fair Value
5.125% senior notes due 2021(1)
$
694.6

 
$
712.8

 
$
694.2

 
$
728.7

U.S. dollar term loan(2)
404.3

 
403.8

 
404.1

 
409.7

5.625% senior notes due 2024(1)
296.7

 
305.6

 
296.5

 
321.3

Euro term loan(2)
98.4

 
98.3

 
94.0

 
93.7

Other borrowings
52.5

 
52.5

 
55.1

 
55.1

Total debt
$
1,546.5

 
$
1,573.0

 
$
1,543.9

 
$
1,608.5

___________________________________________________________________________________________________________________
(1)
Carrying amounts are net of unamortized debt issuance costs of $5.4 million and $3.3 million as of March 31, 2018, and $5.8 million and $3.5 million as of December 31, 2017, related to the 5.125% senior notes due 2021 and 5.625% senior notes due 2024, respectively.
(2)
Carrying amounts are net of unamortized debt issuance costs and discounts of $4.1 million and $0.9 million as of March 31, 2018, and $4.3 million and $1.0 million as of December 31, 2017, related to the U.S. dollar term loan and euro term loan, respectively.
At March 31, 2018, the recorded values of other financial instruments such as cash equivalents and trade receivables and payables approximated their fair values, based on the short-term maturities and floating rate characteristics of these instruments.
Currency Derivatives    Because Grace operates and/or sells to customers in over 60 countries and in over 30 currencies, its results are exposed to fluctuations in currency exchange rates. Grace seeks to minimize exposure to these fluctuations by matching sales in volatile currencies with expenditures in the same currencies, but it is not always possible to do so. From time to time, Grace uses financial instruments such as currency forward contracts, options, swaps, or combinations thereof to reduce the risk of certain specific transactions. However, Grace does not have a policy of hedging all exposures, because management does not believe that such a level of hedging would be cost-effective. Forward contracts with maturities of not more than 36 months are used and designated as cash flow hedges of forecasted repayments of intercompany loans. The effective portion of gains and losses on these currency hedges is recorded in "accumulated other comprehensive income (loss)" and reclassified into “other (income) expense, net” to offset the remeasurement of the underlying hedged loans. Excluded components (forward points) on these hedges are amortized to income on a systematic basis.
Grace also enters into foreign currency forward contracts to hedge a portion of its net outstanding monetary assets and liabilities. These forward contracts are not designated as hedging instruments under applicable accounting guidance, and therefore all changes in the fair value of the forward contracts are recorded in "other (income) expense, net," in the Consolidated Statements of Operations. These forward contracts are intended to offset the foreign currency gains or losses associated with the underlying monetary assets and liabilities.
The valuation of Grace’s currency exchange rate forward contracts and swaps is determined using an income approach. Inputs used to value currency exchange rate forward contracts consist of: (1) spot rates, which are quoted by various financial institutions; (2) forward points, which are primarily affected by changes in interest rates; and (3) discount rates used to present value future cash flows, which are based on the London Interbank Offered Rate (LIBOR) curve or overnight indexed swap rates. Total notional amounts for forward contracts outstanding as of March 31, 2018, were $187.9 million.
Debt and Interest Rate Swap Agreements    Grace uses interest rate swaps designated as cash flow hedges to manage fluctuations in interest rates on variable rate debt. The effective portion of gains and losses on these interest rate cash flow hedges is recorded in “accumulated other comprehensive income (loss)” and reclassified into “interest expense and related financing costs” during the hedged interest period.
In connection with its emergence financing, Grace entered into interest rate swaps beginning on February 3, 2015, and maturing on February 3, 2020, fixing the LIBOR component of the interest on $250 million of Grace’s term debt at a rate of 2.393%. The valuation of these interest rate swaps is determined using an income approach, using prevailing market interest rates and discount rates to present value future cash flows based on the forward LIBOR yield curves. Credit risk is also incorporated into derivative valuations. The interest rate swaps were de-designated and terminated in April 2018 in connection with Grace’s entry into a new credit agreement. (See Note 16.)
The following tables present the fair value hierarchy for financial assets and liabilities measured at fair value on a recurring basis as of March 31, 2018, and December 31, 2017:
 
Fair Value Measurements at March 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
$
2.6

 
$
—

 
$
2.6

 
$
—

Interest rate derivatives
0.6

 
—

 
0.6

 
—

Total Assets
$
3.2

 
$
—

 
$
3.2

 
$
—

Liabilities
 
 
 
 
 
 
 
Interest rate derivatives
$
0.2

 
$
—

 
$
0.2

 
$
—

Currency derivatives
41.3

 
—

 
41.3

 
—

Total Liabilities
$
41.5

 
$
—

 
$
41.5

 
$
—

 
Fair Value Measurements at December 31, 2017, Using

(In millions)
Total
 
Quoted Prices in Active Markets for Identical Assets or Liabilities
(Level 1)
 
Significant Other Observable Inputs
(Level 2)
 
Significant Unobservable Inputs
(Level 3)
Assets
 
 
 
 
 
 
 
Currency derivatives
$
3.1

 
$
—

 
$
3.1

 
$
—

Total Assets
$
3.1

 
$
—

 
$
3.1

 
$
—

Liabilities
 
 
 
 
 
 
 
Interest rate derivatives
$
1.8

 
$
—

 
$
1.8

 
$
—

Currency derivatives
23.8

 
—

 
23.8

 
—

Total Liabilities
$
25.6

 
$
—

 
$
25.6

 
$
—


The following tables present the location and fair values of derivative instruments included in the Consolidated Balance Sheets as of March 31, 2018, and December 31, 2017:
March 31, 2018
(In millions)
Asset Derivatives
 
Liability Derivatives
Balance Sheet
Location
 
Fair Value
 
Balance Sheet
Location
 
Fair Value
Derivatives designated as hedging instruments under ASC 815:
 
 
 
 
 
 
 
Currency contracts
Other current assets
 
$
2.5

 
Other current liabilities
 
$
4.4

Interest rate contracts
Other current assets
 
—

 
Other current liabilities
 
0.2

Currency contracts
Other assets
 
—

 
Other liabilities
 
35.8

Interest rate contracts
Other assets
 
0.6

 
Other liabilities
 
—

Derivatives not designated as hedging instruments under ASC 815:
 
 
 
 
 
 
 
Currency contracts
Other current assets
 
0.1

 
Other current liabilities
 
1.1

Total derivatives
 
 
$
3.2

 
 
 
$
41.5

December 31, 2017
(In millions)
Asset Derivatives
 
Liability Derivatives
Balance Sheet
Location
 
Fair Value
 
Balance Sheet
Location
 
Fair Value
Derivatives designated as hedging instruments under ASC 815:
 
 
 
 
 
 
 
Currency contracts
Other current assets
 
$
2.7

 
Other current liabilities
 
$
1.4

Interest rate contracts
Other current assets
 
—

 
Other current liabilities
 
1.3

Currency contracts
Other assets
 
—

 
Other liabilities
 
22.2

Interest rate contracts
Other assets
 
—

 
Other liabilities
 
0.5

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

 
Other current liabilities
 
0.2

Total derivatives
 
 
$
3.1

 
 
 
$
25.6


The following tables present the location and amount of gains and losses on derivative instruments included in the Consolidated Statements of Operations or, when applicable, gains and losses initially recognized in other comprehensive income (loss) (“OCI”) for the three months ended March 31, 2018 and 2017:
Three Months Ended March 31, 2018
(In millions)
Amount of Gain (Loss) Recognized in OCI on Derivatives
 
Location of Gain (Loss) Reclassified from Accumulated OCI into Income
 
Amount of Gain (Loss) Reclassified from OCI into Income
Derivatives in ASC 815 cash flow hedging relationships:
 
 
 
 
Interest rate contracts
$
1.5

 
Interest expense
 
$
(0.2
)
Currency contracts(1)
(6.6
)
 
Other expense
 
(6.1
)
Total derivatives
$
(5.1
)
 
 
 
$
(6.3
)
___________________________________________________________________________________________________________________
(1)
Amount of gain (loss) recognized in OCI includes $(0.8) million excluded from the assessment of effectiveness for which the difference between changes in fair value and periodic amortization is recorded in OCI.
Three Months Ended March 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 OCI into Income
Derivatives in ASC 815 cash flow hedging relationships:
 
 
 
 
Interest rate contracts
$
0.1

 
Interest expense
 
$
(0.9
)
Currency contracts
(0.1
)
 
Other expense
 
—

Total derivatives
$
—

 
 
 
$
(0.9
)

The following table presents the total amounts of income and expense line items presented in the Consolidated Statements of Operations in which the effects of cash flow hedges are reported.
 
Three Months Ended March 31,
 
2018
 
2017
(In millions)
Interest expense
 
Other income (expense)
 
Interest expense
 
Other income (expense)
Total amounts of income and expense line items in the Consolidated Statements of Operations in which the effects of cash flow hedges are recorded
$
19.3

 
$
(2.3
)
 
$
19.5

 
$
(1.9
)
Gain (loss) on cash flow hedging relationships in ASC 815
 
 
 
 
 
 
 
Interest rate contracts
 
 
 
 
 
 
 
Amount of gain (loss) reclassified from accumulated OCI into income
$
(0.2
)
 
$
—

 
$
(0.9
)
 
$
—

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

 
(6.1
)
 
—

 
—

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

 
0.9

 
—

 
—


Net Investment Hedges    Grace uses cross-currency swaps as derivative hedging instruments in certain net investment hedges of its non-U.S. subsidiaries. The effective portion of gains and losses attributable to these net investment hedges is recorded net of tax to “currency translation adjustments” within “accumulated other comprehensive income (loss)” to offset the change in the carrying value of the net investment being hedged. Recognition in earnings of amounts previously recorded to “currency translation adjustments” is limited to circumstances such as complete or substantially complete liquidation of the net investment in the hedged foreign operation. At March 31, 2018, the notional amount of €170.0 million of Grace’s cross-currency swaps was designated as a hedging instrument of its net investment in its European subsidiaries.
Grace also uses foreign currency denominated debt and deferred intercompany royalties as non-derivative hedging instruments in certain net investment hedges. The effective portion of gains and losses attributable to these net investment hedges is recorded to “currency translation adjustments” within “accumulated other comprehensive income (loss).” Recognition in earnings of amounts previously recorded to “currency translation adjustments” is limited to circumstances such as complete or substantially complete liquidation of the net investment in the hedged foreign operation. At March 31, 2018, €80.1 million of Grace’s term loan principal was designated as a hedging instrument of its net investment in its European subsidiaries. At March 31, 2018, €28.1 million of Grace’s deferred intercompany royalties was designated as a hedging instrument of its net investment in its European subsidiaries. The term loan principal was de-designated and repaid in April 2018 in connection with Grace’s entry into a new credit agreement. (See Note 16.)
The following table presents the amount of gains and losses on derivative and non-derivative instruments designated as net investment hedges, recorded to “currency translation adjustments” within “accumulated other comprehensive income (loss)” for the three months ended March 31, 2018 and 2017. There were no reclassifications of the effective portion of net investment hedges out of OCI and into earnings for the periods presented in the tables below.
 
Three Months Ended March 31,
(In millions)
2018

2017
Derivatives in ASC 815 net investment hedging relationships:
 
 
 
Cross-currency swap
$
(11.3
)
 
$
(2.5
)
Non-derivatives in ASC 815 net investment hedging relationships:
 
 
 
Foreign currency denominated debt
$
(4.4
)
 
$
(2.3
)
Foreign currency denominated deferred intercompany royalties
(1.7
)
 
(1.5
)
 
$
(6.1
)
 
$
(3.8
)
Credit Risk    Grace is exposed to credit risk in its trade accounts receivable. Customers in the petroleum refining industry represent the greatest exposure. Grace’s credit evaluation policies mitigate credit risk exposures, and it has a history of minimal credit losses. Grace does not generally require collateral for its trade accounts receivable but may require a bank letter of credit in certain instances, particularly when selling to customers in cash-restricted countries.
Grace may also be exposed to credit risk in its derivatives contracts. Grace monitors counterparty credit risk and currently does not anticipate nonperformance by counterparties to its derivatives. Grace’s derivative contracts are with internationally recognized commercial financial institutions.

v3.8.0.1
Income Taxes
 3 Months Ended
Mar. 31, 2018
Income Tax Disclosure [Abstract]  
Income Taxes
The provision for income taxes for the three months ended March 31, 2018 and 2017, was $24.8 million and $18.0 million, respectively. The $6.8 million increase is primarily due to the Tax Cuts and Jobs Act of 2017 (the “Act”) Global Intangible Low Taxed Income (“GILTI”) 2018 first quarter tax charge of $5.9 million and a $2.5 million discrete benefit primarily related to share-based compensation deductions in the 2017 first quarter that did not repeat in 2018, offset by $1.6 million primarily related to the tax impact of the change of Grace’s geographic mix of income.
On December 22, 2017, the Act was signed into law, making significant changes to the Internal Revenue Code. Changes include a federal corporate tax rate decrease from 35% to 21% for tax years beginning after December 31, 2017, the transition of U.S. international taxation from a worldwide tax system to a territorial system, and a one-time transition tax on the mandatory deemed repatriation of foreign earnings.
On December 22, 2017, the SEC issued Staff Accounting Bulletin No. 118 (“SAB 118”) to address the application of U.S. GAAP in situations when a registrant does not have the necessary information available, prepared, or analyzed (including computations) in reasonable detail to complete the accounting for certain income tax effects of the Act. In accordance with SAB 118, Grace recorded the provisional income tax effects of the Act. Additional detailed analyses are needed in order to complete the accounting for certain income tax aspects of the Act. Any subsequent adjustment to these amounts will be recorded to current tax expense in the quarter during which the analysis is completed, which is expected to be during the second half of 2018. In January 2018, the FASB released guidance on the accounting for tax on the GILTI provisions of the Act. Grace has not completed its analysis in order to make a policy decision on accounting for GILTI.

v3.8.0.1
Pension Plans and Other Postretirement Benefit Plans
 3 Months Ended
Mar. 31, 2018
Pension and Other Postretirement Benefits Cost (Reversal of Cost) [Abstract]  
Pension Plans and Other Postretirement Benefit Plans
Pension Plans    The following table presents the funded status of Grace’s underfunded and unfunded pension plans:
(In millions)
March 31,
2018
 
December 31,
2017
Underfunded defined benefit pension plans
$
(110.1
)
 
$
(110.5
)
Unfunded defined benefit pension plans
(405.9
)
 
(391.9
)
Total underfunded and unfunded defined benefit pension plans
(516.0
)
 
(502.4
)
Pension liabilities included in other current liabilities
(15.3
)
 
(15.0
)
Net funded status
$
(531.3
)
 
$
(517.4
)

Underfunded plans include a group of advance-funded plans that are underfunded on a projected benefit obligation (“PBO”) basis. Unfunded plans include several plans that are funded on a pay-as-you-go basis, and therefore, the entire PBO is unfunded.
The following table presents the components of net periodic benefit cost (income).
 
Three Months Ended March 31,
 
2018
 
2017
(In millions)
U.S.
 
Non-U.S.
 
U.S.
 
Non-U.S.
Service cost
$
4.8

 
$
2.4

 
$
4.3

 
$
2.0

Interest cost
10.3

 
1.3

 
10.5

 
1.0

Expected return on plan assets
(14.5
)
 
(0.3
)
 
(14.4
)
 
(0.2
)
Amortization of prior service credit
(0.2
)
 
—

 
(0.1
)
 
—

Net periodic benefit cost (income)
$
0.4

 
$
3.4

 
$
0.3

 
$
2.8


Plan Contributions and Funding    Grace intends to satisfy its funding obligations under the U.S. qualified pension plans and to comply with all of the requirements of the Employee Retirement Income Security Act of 1974 (“ERISA”). For ERISA purposes, funded status is calculated on a different basis than under U.S. GAAP. On April 6, 2018, Grace contributed $50.0 million to its U.S. qualified pension plans.
Grace intends to fund non-U.S. pension plans based on applicable legal requirements and actuarial recommendations.
Defined Contribution Retirement Plan    Grace sponsors a defined contribution retirement plan for its employees in the United States. This plan is qualified under section 401(k) of the U.S. tax code. Currently, Grace contributes an amount equal to 100% of employee contributions, up to 6% of an individual employee’s salary or wages. Grace’s cost related to this benefit plan for the three months ended March 31, 2018, was $2.8 million compared with $2.7 million for the prior-year quarter. The U.S. salaried pension plan is closed to new entrants after January 1, 2017. U.S. salaried employees and certain U.S. hourly employees hired on or after January 1, 2017, and employees in Germany hired on or after January 1, 2016, will participate in enhanced defined contribution plans instead of defined benefit pension plans.

v3.8.0.1
Other Balance Sheet Accounts
 3 Months Ended
Mar. 31, 2018
Other Balance Sheet Accounts [Abstract]  
Other Balance Sheet Accounts
(In millions)
March 31,
2018
 
December 31,
2017
Other Current Liabilities
 
 
 
Accrued compensation
$
39.0

 
$
60.7

Accrued interest
29.9

 
16.5

Deferred revenue
29.6

 
19.5

Environmental contingencies
22.4

 
23.5

Income taxes payable
17.9

 
12.2

Pension liabilities
15.3

 
15.0

Other accrued liabilities
79.4

 
70.4

 
$
233.5

 
$
217.8


Accrued compensation includes salaries and wages as well as estimated current amounts due under the annual and long-term incentive programs.
(In millions)
March 31,
2018
 
December 31,
2017
Other Liabilities
 
 
 
Environmental contingencies
$
42.6

 
$
46.8

Liability to unconsolidated affiliate
38.5

 
32.7

Fair value of currency and interest rate contracts
35.8

 
22.7

Deferred revenue
17.1

 
14.9

Asset retirement obligation
9.6

 
10.4

Deferred income taxes
8.3

 
8.2

Postemployment liability
5.0

 
5.2

Other noncurrent liabilities
29.0

 
28.4

 
$
185.9

 
$
169.3

v3.8.0.1
Commitments and Contingent Liabilities
 3 Months Ended
Mar. 31, 2018
Commitments and Contingencies Disclosure [Abstract]  
Commitments and Contingent Liabilities
Over the years, Grace operated numerous types of businesses that are no longer part of its business portfolio. As Grace divested or otherwise ceased operating these businesses, it retained certain liabilities and obligations, which we refer to as legacy liabilities. The principal legacy liabilities are product and environmental liabilities. Although the outcome of each of the matters discussed below cannot be predicted with certainty, Grace has assessed its risk and has made accounting estimates as required under U.S. GAAP.
Legacy Product and Environmental Liabilities
Legacy Product Liabilities    Grace emerged from an asbestos-related Chapter 11 bankruptcy on February 3, 2014 (the “Effective Date”). Under its plan of reorganization, all pending and future asbestos-related claims are channeled for resolution to either a personal injury trust (the “PI Trust”) or a property damage trust (the “PD Trust”). The trusts are the sole recourse for holders of asbestos-related claims. The channeling injunctions issued by the bankruptcy court prohibit holders of asbestos-related claims from asserting such claims directly against Grace.
Grace has satisfied all of its financial obligations to the PI Trust. Grace has contingent financial obligations remaining to the PD Trust. With respect to property damage claims related to Grace’s former Zonolite attic insulation product installed in the U.S. (“ZAI PD Claims”), the PD Trust was funded with $34.4 million on the Effective Date and $30.0 million on February 3, 2017. Grace is also obligated to make up to 10 contingent deferred payments of $8 million per year to the PD Trust in respect of ZAI PD Claims during the 20-year period beginning on the fifth anniversary of the Effective Date, with each such payment due only if the assets of the PD Trust in respect of ZAI PD Claims fall below $10 million during the preceding year. Grace has not accrued for the 10 additional payments as Grace does not have sufficient information to conclude that they are probable. Grace is not obligated to make additional payments to the PD Trust in respect of ZAI PD Claims beyond the payments described above. Grace has satisfied all of its financial obligations with respect to Canadian ZAI PD Claims.
With respect to other asbestos property damage claims (“Other PD Claims”), claims unresolved as of the Effective Date are to be litigated in the bankruptcy court and any future claims are to be litigated in a federal district court, in each case pursuant to procedures approved by the bankruptcy court. To the extent any such Other PD Claims are determined to be allowed claims, they are to be paid in cash by the PD Trust. Grace is obligated to make a payment to the PD Trust every six months in the amount of any Other PD Claims allowed during the preceding six months plus interest (if applicable) and the amount of PD Trust expenses for the preceding six months (the “PD Obligation”). Grace has not paid any Other PD Claims since emergence. Annual expenses have been approximately $0.2 million per year. The aggregate amount to be paid under the PD Obligation is not capped and Grace may be obligated to make additional payments to the PD Trust in respect of the PD Obligation. Grace has accrued for those unresolved Other PD Claims that it believes are probable and estimable. Grace has not accrued for other unresolved or unasserted Other PD Claims as it does not believe that payment is probable.
All payments to the PD Trust required after the Effective Date are secured by the Company’s obligation to issue 77,372,257 shares of Company common stock to the PD Trust in the event of default, subject to customary anti-dilution provisions.
This summary of the commitments and contingencies related to the Chapter 11 proceeding does not purport to be complete and is qualified in its entirety by reference to the plan of reorganization and the exhibits and documents related thereto, which have been filed with the Securities and Exchange Commission (the “SEC”).
Legacy Environmental Liabilities    Grace is subject to loss contingencies resulting from extensive and evolving federal, state, local and foreign environmental laws and regulations relating to its manufacturing operations. Grace has procedures in place to minimize such contingencies; nevertheless, it has liabilities associated with past operations and additional claims may arise in the future. To address its legacy liabilities, Grace accrues for anticipated costs of response efforts where an assessment has indicated that a probable liability has been incurred and the cost can be reasonably estimated. These accruals do not take into account any discounting for the time value of money.
Grace’s environmental liabilities are reassessed regularly and adjusted when circumstances become better defined or response efforts and their costs can be better estimated, typically as a matter moves through the life-cycle of environmental investigation and remediation. These liabilities are evaluated based on currently available information, relating to the nature and extent of contamination, risk assessments, feasibility of response actions, and apportionment amongst other potentially responsible parties, all evaluated in light of prior experience.
At March 31, 2018, Grace’s estimated liability for legacy environmental response costs totaled $65.0 million, compared with $70.3 million at December 31, 2017, and was included in “other current liabilities” and “other liabilities” in the Consolidated Balance Sheets. These amounts are based on agreements in place or on Grace’s estimate of costs where no formal remediation plan exists, yet there is sufficient information to estimate response costs.
Vermiculite-Related Matters
Grace purchased a vermiculite mine in Libby, Montana, in 1963 and operated it until 1990. Vermiculite concentrate from the Libby mine was used in the manufacture of attic insulation and other products. Some of the vermiculite ore contained naturally occurring asbestos.
Grace is engaged with the U.S. Environmental Protection Agency (the “EPA”) and other federal, state and local governmental agencies in a remedial investigation and feasibility study (“RI/FS”) of the Libby mine and the surrounding area. In its 2017 Annual Project Update for the Libby Asbestos Superfund Site, the EPA announced a narrowing of its focus from the former “OU3 Study Area” to a smaller Operable Unit 3 (“OU3”). Within this revised area, the RI/FS will determine the specific areas requiring remediation and will identify possible remedial action alternatives. Possible remedial actions within OU3 are wide-ranging, from institutional controls such as land use restrictions, to more active measures involving soil removal, containment projects, or other protective measures. When meaningful new information becomes available, Grace will reevaluate estimated liability for the costs for remediation of the mine and surrounding area and adjust its reserves accordingly. Based on communications from regulatory agencies, Grace expects the RI/FS and a record of decision to be completed by the end of 2019.
The EPA is also investigating or remediating formerly owned or operated sites that processed Libby vermiculite into finished products. Grace is cooperating with the EPA on these investigation and remediation activities, and has recorded a liability to the extent that its review has indicated that a probable liability has been incurred and the cost is estimable. These liabilities cover the estimated cost of investigations and, to the extent an assessment has indicated that remediation is necessary, the estimated cost of response actions. Response actions typically involve soil excavation and removal, and replacement with clean fill. The EPA may commence additional investigations in the future at other sites that processed Libby vermiculite, but Grace does not believe, based on its knowledge of prior and current operations and site conditions, that liability for remediation at such other sites is probable.
Grace’s total estimated liability for response costs that are currently estimable for the Libby mine and surrounding area, and at vermiculite processing sites outside of Libby, at March 31, 2018, and December 31, 2017, was $20.9 million and $25.8 million, respectively. It is probable that Grace’s ultimate liability for these vermiculite-related matters will exceed current estimates by material amounts.
Non-Vermiculite-Related Matters
At March 31, 2018, and December 31, 2017, Grace’s estimated legacy environmental liability for response costs at sites not related to its former vermiculite mining and processing activities was $44.1 million and $44.5 million, respectively. This liability relates to Grace’s former businesses or operations, including its share of liability at off-site disposal facilities. Grace’s estimated liability is based upon regulatory requirements and environmental conditions at each site. As Grace receives new information, its estimated liability may change materially.
Commercial and Financial Commitments and Contingencies
Purchase Commitments    Grace uses purchase commitments to ensure supply and to minimize the volatility of major components of direct manufacturing costs including natural gas, certain metals, rare earths, and other materials. Such commitments are for quantities that Grace fully expects to use in its normal operations.
Guarantees and Indemnification Obligations    Grace is a party to many contracts containing guarantees and indemnification obligations. These contracts primarily consist of:
•
Product warranties with respect to certain products sold to customers in the ordinary course of business. These warranties typically provide that products will conform to specifications. Grace accrues a warranty liability on a transaction-specific basis depending on the individual facts and circumstances related to each sale.
•
Performance guarantees offered to customers under certain licensing arrangements. Grace has not established a liability for these arrangements based on past performance.
•
Licenses of intellectual property by Grace to third parties in which Grace has agreed to indemnify the licensee against third party infringement claims.
•
Contracts providing for the sale or spin-off of a former business unit or product line in which Grace has agreed to indemnify the buyer or resulting entity against certain liabilities related to activities prior to the closing of the transaction, including environmental, tax, and employee liabilities.
•
Guarantees of real property lease obligations of third parties, typically arising out of (a) leases entered into by former subsidiaries of Grace, or (b) the assignment or sublease of a lease by Grace to a third party.
Financial Assurances    Financial assurances have been established for a variety of purposes, including insurance and environmental matters, trade-related commitments and other matters. At March 31, 2018, Grace had gross financial assurances issued and outstanding of $141.6 million, composed of $67.8 million of surety bonds issued by various insurance companies and $73.8 million of standby letters of credit and other financial assurances issued by various banks.

v3.8.0.1
Restructuring Expenses and Repositioning Expenses
 3 Months Ended
Mar. 31, 2018
Restructuring and Related Activities [Abstract]  
Restructuring Expenses and Repositioning Expenses
Restructuring Expenses    In the 2018 first quarter, Grace incurred costs from restructuring actions, primarily related to workforce reductions as a result of changes in the business environment and its business structure, which are included in “restructuring and repositioning expenses” in the Consolidated Statements of Operations. Restructuring costs in the 2018 first quarter primarily related to plant exit costs and sales force reorganization. Restructuring costs in the 2017 first quarter primarily related to workforce reduction programs in manufacturing, supply chain, finance and IT.
The following table presents restructuring expenses by reportable segment for the three months ended March 31, 2018.
 
Three Months Ended March 31,
(In millions)
2018
 
2017
Catalysts Technologies
$
0.4

 
$
0.4

Materials Technologies
0.4

 
0.3

Corporate
0.2

 
2.1

Total restructuring expenses
$
1.0

 
$
2.8


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

Accruals for severance and other costs
1.4

Payments
(2.8
)
Balance, March 31, 2018
$
5.3


Repositioning Expenses    Repositioning expenses primarily include third-party costs related to transformative productivity programs and costs incurred to complete the Separation. Pretax repositioning expenses for the three months ended March 31, 2018, were $4.6 million compared with a benefit of $0.5 million for the prior-year quarter. Expenses incurred in 2018 primarily related to costs for a multi-year program to transform manufacturing and business processes to extend our competitive advantages and improve our cost position. Substantially all of these costs have been or are expected to be settled in cash.

v3.8.0.1
Other Expense (Income), net
 3 Months Ended
Mar. 31, 2018
Other Income and Expenses [Abstract]  
Other Expense (Income), net
Components of other (income) expense, net are as follows:
 
Three Months Ended March 31,
(In millions)
2018
 
2017
Defined benefit pension expense other than service cost
$
(3.4
)
 
$
(1.2
)
Third-party acquisition-related costs
0.9

 
—

Chapter 11 expenses, net
0.5

 
0.9

Currency transaction effects
(0.4
)
 
0.5

Net (gain) loss on sales of investments and disposals of assets
0.4

 
0.4

Other miscellaneous (income) expense
(0.3
)
 
(2.5
)
Total other (income) expense, net
$
(2.3
)
 
$
(1.9
)

v3.8.0.1
Other Comprehensive Loss
 3 Months Ended
Mar. 31, 2018
Equity [Abstract]  
Other Comprehensive Income (Loss)
The following tables present the pre-tax, tax, and after-tax components of Grace’s other comprehensive income (loss) for the three months ended March 31, 2018 and 2017:
Three Months Ended March 31, 2018
(In millions)
Pre-Tax Amount
 
Tax Benefit/ (Expense)
 
After-Tax Amount
Defined benefit pension and other postretirement plans:
 
 
 
 
 
Amortization of net prior service credit included in net periodic benefit cost
$
(0.4
)
 
$
0.1

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

 
—

 
0.1

Benefit plans, net
(0.3
)
 
0.1

 
(0.2
)
Currency translation adjustments
(20.8
)
 
2.6

 
(18.2
)
Gain (loss) from hedging activities
2.2

 
(0.4
)
 
1.8

Other comprehensive income (loss) attributable to W. R. Grace & Co. shareholders
$
(18.9
)
 
$
2.3

 
$
(16.6
)

Three Months Ended March 31, 2017
(In millions)
Pre-Tax Amount
 
Tax Benefit/ (Expense)
 
After-Tax Amount
Defined benefit pension and other postretirement plans:
 
 
 
 
 
Amortization of net prior service credit included in net periodic benefit cost
$
(0.6
)
 
$
0.2

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

 
—

 
0.1

Benefit plans, net
(0.5
)
 
0.2

 
(0.3
)
Currency translation adjustments
(1.4
)
 
—

 
(1.4
)
Gain (loss) from hedging activities
0.9

 
(0.2
)
 
0.7

Other comprehensive income (loss) attributable to W. R. Grace & Co. shareholders
$
(1.0
)
 
$
—

 
$
(1.0
)
The following tables present the changes in accumulated other comprehensive income (loss), net of tax, for the three months ended March 31, 2018 and 2017:
Three Months Ended March 31, 2018
(In millions)
Defined Benefit Pension and Other Postretirement Plans
 
Currency Translation Adjustments
 
Gain (Loss) from Hedging Activities
 
Total
Beginning balance
$
0.9

 
$
41.6

 
$
(2.6
)
 
$
39.9

Other comprehensive income (loss) before reclassifications
—

 
(18.2
)
 
(5.4
)
 
(23.6
)
Amounts reclassified from accumulated other comprehensive income (loss)
(0.2
)
 
—

 
7.2

 
7.0

Net current-period other comprehensive income (loss)
(0.2
)
 
(18.2
)
 
1.8

 
(16.6
)
Ending balance
$
0.7

 
$
23.4

 
$
(0.8
)
 
$
23.3

Three Months Ended March 31, 2017
(In millions)
Defined Benefit Pension and Other Postretirement Plans
 
Currency Translation Adjustments
 
Gain (Loss) from Hedging Activities
 
Total
Beginning balance
$
2.2

 
$
67.6

 
$
(3.4
)
 
$
66.4

Other comprehensive income (loss) before reclassifications
—

 
(1.4
)
 
—

 
(1.4
)
Amounts reclassified from accumulated other comprehensive income (loss)
(0.3
)
 
—

 
0.7

 
0.4

Net current-period other comprehensive income (loss)
(0.3
)
 
(1.4
)
 
0.7

 
(1.0
)
Ending balance
$
1.9

 
$
66.2

 
$
(2.7
)
 
$
65.4


Grace is a global enterprise operating in many countries with local currency generally deemed to be the functional currency for accounting purposes. The currency translation amount represents the adjustments necessary to translate the balance sheets valued in local currencies to the U.S. dollar as of the end of each period presented, and to translate revenues and expenses at average exchange rates for each period presented.
See Note 4 for a discussion of hedging activities. See Note 6 for a discussion of pension plans and other postretirement benefit plans.

v3.8.0.1
Earnings Per Share
 3 Months Ended
Mar. 31, 2018
Earnings Per Share [Abstract]  
Earnings Per Share
The following table shows a reconciliation of the numerators and denominators used in calculating basic and diluted earnings per share.
 
Three Months Ended March 31,
(In millions, except per share amounts)
2018
 
2017
Numerators
 
 
 
Net income (loss) attributable to W. R. Grace & Co. shareholders
$
43.6

 
$
42.9

Denominators
 
 
 
Weighted average common shares—basic calculation
67.6

 
68.3

Dilutive effect of employee stock options
0.1

 
0.2

Weighted average common shares—diluted calculation
67.7


68.5

Basic earnings per share
$
0.64

 
$
0.63

Diluted earnings per share
$
0.64

 
$
0.63


There were 1.7 million anti-dilutive options outstanding for the three months ended March 31, 2018, compared with 1.4 million for the prior-year quarter.
On February 5, 2015, the Company announced that its Board of Directors had authorized a share repurchase program of up to $500 million, which it completed on July 10, 2017. On February 8, 2017, the Company announced that its Board of Directors authorized an additional share repurchase program of up to $250 million, expected to be completed over the next 24 to 36 months at the discretion of management. The timing of the repurchases and the actual amount repurchased will depend on a variety of factors, including the market price of the Company’s shares, the strategic deployment of capital, and general market and economic conditions. During the three months ended March 31, 2018 and 2017, the Company repurchased 514,141 shares and 142,371 shares of Company common stock for $35.0 million and $10.0 million, respectively, pursuant to the terms of the share repurchase programs. As of March 31, 2018, $183.9 million remained under the current authorization.

v3.8.0.1
Operating Segment Information
 3 Months Ended
Mar. 31, 2018
Segment Reporting [Abstract]  
Operating Segment Information
Grace is a global producer of specialty chemicals and specialty materials. Grace’s two reportable business segments are Grace Catalysts Technologies and Grace Materials Technologies. Grace Catalysts Technologies includes catalysts and related products and technologies used in refining, petrochemical and other chemical manufacturing applications. Advanced Refining Technologies (“ART”), Grace’s joint venture with Chevron Products Company, a division of Chevron U.S.A. Inc. (“Chevron”), is managed in this segment. (See Note 15.) Grace Catalysts Technologies comprises two operating segments, Grace Refining Technologies and Grace Specialty Catalysts, which are aggregated into one reportable segment based upon similar economic characteristics, the nature of the products and production processes, type and class of customer, and channels of distribution. Grace Materials Technologies includes specialty materials, including silica-based and silica-alumina-based materials, used in coatings, consumer, industrial, and pharmaceutical applications. The table below presents information related to Grace’s reportable segments. Only those corporate expenses directly related to the reportable segments are allocated for reporting purposes. All remaining corporate items are reported separately and labeled as such.
Grace excludes defined benefit pension expense from the calculation of segment operating income. Grace believes that the exclusion of defined benefit pension expense provides a better indicator of its reportable segment performance as defined benefit pension expense is not managed at a reportable segment level.
Grace defines Adjusted EBIT to be net income attributable to W. R. Grace & Co. shareholders adjusted for interest income and expense; income taxes; costs related to legacy product, environmental and other claims; restructuring and repositioning expenses and asset impairments; pension costs other than service and interest costs, expected returns on plan assets, and amortization of prior service costs/credits; income and expense items related to divested businesses, product lines, and certain other investments; gains and losses on sales of businesses, product lines, and certain other investments; third-party acquisition-related costs and the amortization of acquired inventory fair value adjustment; and certain other items that are not representative of underlying trends.
Reportable Segment Data
 
Three Months Ended March 31,
(In millions)
2018
 
2017
Net Sales
 
 
 
Catalysts Technologies
$
315.8

 
$
293.8

Materials Technologies
115.7

 
104.2

Total
$
431.5

 
$
398.0

Adjusted EBIT
 
 
 
Catalysts Technologies segment operating income
$
92.1

 
$
81.2

Materials Technologies segment operating income
24.1

 
24.8

Corporate costs
(16.6
)
 
(16.1
)
Certain pension costs
(3.8
)
 
(3.1
)
Total
$
95.8

 
$
86.8

Corporate costs include corporate support function costs and other corporate costs such as professional fees and insurance premiums. Certain pension costs include only ongoing costs recognized quarterly, which include service and interest costs, expected returns on plan assets, and amortization of prior service costs/credits.
Reconciliation of Reportable Segment Data to Financial Statements    Grace Adjusted EBIT for the three months ended March 31, 2018 and 2017, is reconciled below to “income (loss) before income taxes” presented in the accompanying Consolidated Statements of Operations.
 
Three Months Ended March 31,
(In millions)
2018
 
2017
Grace Adjusted EBIT
$
95.8

 
$
86.8

Restructuring and repositioning expenses
(5.6
)
 
(2.3
)
(Costs) benefit related to legacy product, environmental and other claims
(1.5
)
 
(2.1
)
Third-party acquisition-related costs
(0.9
)
 
—

Income and expense items related to divested businesses
(0.5
)
 
(0.3
)
Pension MTM adjustment and other related costs, net
—

 
(1.9
)
Interest expense, net
(18.9
)
 
(19.3
)
Net income (loss) attributable to noncontrolling interests
(0.2
)
 
—

Income (loss) before income taxes
$
68.2

 
$
60.9


Geographic Area Data    The table below presents information related to the geographic areas in which Grace operates. Sales are attributed to geographic areas based on customer location.
 
Three Months Ended March 31,
(In millions)
2018
 
2017
Net Sales
 
 
 
United States
$
112.4

 
$
103.7

Canada
13.6

 
12.0

Total North America
126.0

 
115.7

Europe Middle East Africa
178.7

 
148.7

Asia Pacific
100.2

 
99.9

Latin America
26.6

 
33.7

Total
$
431.5

 
$
398.0

v3.8.0.1
Unconsolidated Affiliate
 3 Months Ended
Mar. 31, 2018
Equity Method Investments and Joint Ventures [Abstract]  
Unconsolidated Affiliate
Grace accounts for its 50% ownership interest in ART, its joint venture with Chevron, using the equity method of accounting. Grace’s investment in ART amounted to $132.2 million and $125.9 million as of March 31, 2018, and December 31, 2017, respectively, and the amount included in “equity in earnings of unconsolidated affiliate” in the accompanying Consolidated Statements of Operations totaled $5.4 million for the three months ended March 31, 2018, compared with $7.0 million for the prior-year quarter. ART is a private, limited liability company, taxed as a partnership, and accordingly does not have a quoted market price available.
The following summary presents ART’s assets, liabilities and results of operations.
(In millions)
March 31,
2018
 
December 31,
2017
Summary Balance Sheet information:
 
 
 
Current assets
$
241.9

 
$
239.8

Noncurrent assets
100.9

 
91.5

Total assets
$
342.8

 
$
331.3

 
 
 
 
Current liabilities
$
81.5

 
$
82.4

Noncurrent liabilities
0.3

 
0.3

Total liabilities
$
81.8

 
$
82.7

 
Three Months Ended March 31,
(In millions)
2018
 
2017
Summary Statement of Operations information:
 
 
 
Net sales
$
85.2

 
$
97.4

Costs and expenses applicable to net sales
70.7

 
78.9

Income before income taxes
11.3

 
14.2

Net income
11.5

 
14.0


Grace and ART transact business on a regular basis and maintain several agreements in order to operate the joint venture. These agreements are treated as related party activities with an unconsolidated affiliate. Product manufactured by Grace for ART is accounted for on a net basis, with a mark-up, in “cost of goods sold” in the Consolidated Statements of Operations. Grace also receives reimbursement from ART for fixed costs, research and development, selling, general and administrative services, and depreciation. Grace records reimbursements against the respective line items on Grace’s Consolidated Statement of Operations. The table below presents summary financial data related to transactions between Grace and ART.
 
Three Months Ended March 31,
(In millions)
2018
 
2017
Product manufactured for ART
$
51.9

 
$
51.4

Mark-up on product manufactured for ART included as a reduction of Grace’s cost of goods sold
1.0

 
1.0

Charges for fixed costs; research and development; selling, general and administrative services; and depreciation to ART
10.7

 
10.4


The table below presents Grace balances related to ART.
(in millions)
March 31,
2018
 
December 31,
2017
Accounts receivable
$
19.7

 
$
20.1

Noncurrent asset
38.5

 
32.7

Accounts payable
27.9

 
22.3

Debt payable within one year
8.9

 
8.6

Debt payable after one year
36.7

 
33.8

Noncurrent liability
38.5

 
32.7

The noncurrent asset and noncurrent liability in the table above represent spending to date related to a planned residue hydroprocessing catalyst production plant in Lake Charles, Louisiana. Grace manages the design and construction of the plant, and the asset will continue to be included in “other assets” in Grace’s Consolidated Balance Sheets until construction is completed. Grace has likewise recorded a liability for the transfer of the asset to ART upon completion, included in “other liabilities” in the Consolidated Balance Sheets.
Grace and Chevron provide lines of credit in the amount of $15.0 million each at a commitment fee of 0.1% of the credit amount. These agreements have been approved by the ART Executive Committee for renewal until February 2019. No amounts were outstanding at March 31, 2018, and December 31, 2017.

v3.8.0.1
Revenues (Notes)
 3 Months Ended
Mar. 31, 2018
Revenues [Abstract]  
Revenue from Contract with Customer [Text Block]
Grace generates revenues from customer arrangements primarily by manufacturing and delivering specialty chemicals and specialty materials through its two reportable segments. See Note 14 for additional information about Grace’s reportable segments.
Disaggregation of Revenue    The following table presents Grace's revenues by geography and product group, within its respective reportable segments, for the three months ended March 31, 2018 and 2017.
Three Months Ended March 31, 2018
(In millions)
North America
 
Europe Middle East Africa (EMEA)
 
Asia Pacific
 
Latin America
 
Total
Catalysts Technologies:
 
 
 
 
 
 
 
 
 
Refining Catalysts
$
69.9

 
$
61.3

 
$
38.8

 
$
13.4

 
$
183.4

Polyolefin and Chemical Catalysts
32.2

 
58.4

 
38.0

 
3.8

 
132.4

Total
$
102.1

 
$
119.7

 
$
76.8

 
$
17.2

 
$
315.8

Materials Technologies:
 
 
 
 
 
 
 
 
 
Coatings
$
7.1

 
$
20.5

 
$
11.8

 
$
2.3

 
$
41.7

Consumer/Pharma
7.7

 
13.2

 
4.3

 
4.7

 
29.9

Chemical process
7.4

 
20.8

 
7.2

 
2.3

 
37.7

Other
1.7

 
4.5

 
0.1

 
0.1

 
6.4

Total
$
23.9

 
$
59.0

 
$
23.4

 
$
9.4

 
$
115.7

Three Months Ended March 31, 2017
(In millions)
North America
 
EMEA
 
Asia Pacific
 
Latin America
 
Total
Catalysts Technologies:
 
 
 
 
 
 
 
 
 
Refining Catalysts
$
61.8

 
$
54.1

 
$
41.7

 
$
20.8

 
$
178.4

Polyolefin and Chemical Catalysts
27.6

 
44.2

 
38.6

 
5.0

 
115.4

Total
$
89.4

 
$
98.3

 
$
80.3

 
$
25.8

 
$
293.8

Materials Technologies:
 
 
 
 
 
 
 
 
 
Coatings
$
7.0

 
$
16.6

 
$
9.5

 
$
2.0

 
$
35.1

Consumer/Pharma
10.3

 
12.2

 
3.2

 
4.8

 
30.5

Chemical process
7.4

 
18.6

 
6.8

 
1.1

 
33.9

Other
1.6

 
3.0

 
0.1

 
—

 
4.7

Total(1)
$
26.3

 
$
50.4

 
$
19.6

 
$
7.9

 
$
104.2

___________________________________________________________________________________________________________________
(1)
Under the modified retrospective method, prior-period information has not been adjusted and continues to be reported in accordance with Grace’s historical accounting under ASC 605.
Contract Balances    Grace invoices customers for product sales once performance obligations have been satisfied, generally at the point of delivery, at which point payment becomes unconditional. Accordingly, Grace's product sales contracts generally do not give rise to material contract assets or liabilities under ASC 606; however, from time to time certain customers may pay in advance. In the technology licensing business, Grace invoices licensees based on milestones achieved but has obligations to provide services in future periods, which results in contract liabilities.
The following table presents Grace’s deferred revenue balances as of March 31, 2018, and December 31, 2017:
(In millions)
March 31,
2018
 
December 31,
2017
Current
$
29.6

 
$
19.5

Noncurrent
17.1

 
14.9

Total
$
46.7

 
$
34.4


These amounts are included as deferred revenue in “other current liabilities” and “other liabilities” in Grace's Consolidated Balance Sheets. Grace records deferred revenues when cash payments are received or due in advance of performance. The increase in deferred revenue reflects cash payments from customers received or due in advance of satisfying performance obligations, offset by $6.3 million of revenue recognized that was included in the deferred revenue balance as of December 31, 2017, and the $3.2 million cumulative adjustment recorded to retained earnings as part of the adoption of ASC 606.
The noncurrent portion of the technology licensing revenue will be recognized as performance obligations under the technology licensing agreements are satisfied; the noncurrent balance is expected to be recognized over the next four years.
Remaining performance obligations represent the estimated revenue expected to be recognized in the future related to performance obligations that are unsatisfied (or partially unsatisfied). The aggregate amount of the transaction price allocated to remaining performance obligations for such contracts with a duration of more than one year was approximately $103 million as of March 31, 2018, and includes certain amounts reported as deferred revenue above. In accordance with the practical expedient in ASC 606-10-50-14, Grace does not disclose information about remaining performance obligations that have original expected durations of one year or less. Grace expects to recognize revenue related to remaining performance obligations over several years, as follows:
Year
 
Approximate percentage of revenue related to remaining performance obligations recognized
2018
 
21
%
2019
 
28
%
2020
 
20
%
Thereafter through 2024
 
31
%
 
 
100
%

For the three months ended March 31, 2018, revenue recognized from performance obligations related to prior periods was not material. Grace has not capitalized any costs to obtain or fulfill contracts with customers under ASC 606. No material impairment losses have been recognized on any receivables or contract assets arising from contracts with customers.

v3.8.0.1
Subsequent Events (Notes)
 3 Months Ended
Mar. 31, 2018
Subsequent Events [Abstract]  
Subsequent Events [Text Block]
On April 3, 2018, Grace entered into a Credit Agreement (the “Credit Agreement”), which provides for new senior secured credit facilities, consisting of:
(a)
a $950 million term loan due in 2025, with interest at LIBOR +175 basis points, and
(b)
a $400 million revolving credit facility due in 2023, with interest at LIBOR +175 basis points.
The term loan will amortize in equal quarterly installments in aggregate annual amounts equal to 1.00% of the original principal amount thereof.
The Credit Agreement contains customary affirmative covenants, including, but not limited to: (i) maintenance of existence, and compliance with laws; (ii) delivery of consolidated financial statements and other information; (iii) payment of taxes; (iv) delivery of notices of defaults and certain other material events; and (v) maintenance of adequate insurance. The Credit Agreement also contains customary negative covenants, including but not limited to restrictions on: (i) dividends on, and redemptions of, equity interests and other restricted payments; (ii) liens; (iii) loans and investments; (iv) the sale, transfer or disposition of assets and businesses; (v) transactions with affiliates; and (vi) a maximum first lien leverage ratio.
Events of default under the Credit Agreement include, but are not limited to: (i) failure to pay principal, interest, fees or other amounts under the Credit Agreement when due, taking into account any applicable grace period: (ii) any representation or warranty proving to have been incorrect in any material respect when made; (iii) failure to perform or observe covenants or other terms of the Credit Agreement subject to certain grace periods; (iv) a cross-default and cross-acceleration with certain other material debt; (v) bankruptcy events; (vi) certain defaults under ERISA; and (vii) the invalidity or impairment of security interests.
To secure its obligations under the Credit Agreement, Grace and certain of its U.S. subsidiaries have granted security interests in substantially all equity and debt interests in Grace–Conn. or any other Grace subsidiary owned by them and in substantially all their non-real estate assets and property.
The foregoing is a summary of the Credit Agreement. Grace has filed the full text of the Credit Agreement with the SEC, which is readily available on the Internet at www.sec.gov.
Grace used a portion of the proceeds to repay in full the borrowings outstanding under its 2014 credit agreement, which was terminated, as well as to make a voluntary $50.0 million accelerated contribution to the U.S. qualified pension plans. In connection with the repayment of debt, Grace recorded a loss on debt extinguishment of approximately $5 million in the 2018 second quarter.
Additionally, on April 3, 2018, Grace acquired the polyolefin catalysts business of Albemarle Corporation for approximately $421 million, net of cash acquired.
In connection with the financing, Grace de-designated and cash settled its existing interest rate swap. Grace also de-designated the €80.1 million of term loan principal that had been designated as a net investment hedge.
Also in connection with the financing, Grace entered into a new interest rate swap, beginning on April 3, 2018, and maturing on March 31, 2023, fixing $100.0 million of term debt at 2.775%. Grace also entered into a new cross currency swap to synthetically convert $600 million of U.S. dollar-denominated floating rate debt into €490 million euro-denominated debt fixed at 2.0231%. These swaps have been designated as cash flow hedges, with gains and losses reported in “other comprehensive income (loss)” until the underlying transactions affect earnings.

v3.8.0.1
Basis of Presentation and Summary of Significant Accounting and Financial Reporting Policies (Policies)
 3 Months Ended
Mar. 31, 2018
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Basis of Presentation
Basis of Presentation    The interim Consolidated Financial Statements presented herein are unaudited and should be read in conjunction with the Consolidated Financial Statements presented in the Company’s 2017 Annual Report on Form 10-K. Such interim Consolidated Financial Statements reflect all adjustments that, in the opinion of management, are necessary for a fair statement of the results of the interim periods presented; all such adjustments are of a normal recurring nature except for the impacts of adopting new accounting standards as discussed below. All significant intercompany accounts and transactions have been eliminated.
Use of Estimates
Use of Estimates    The preparation of financial statements in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the Consolidated Financial Statements, and the reported amounts of revenues and expenses for the periods presented. Actual amounts could differ from those estimates, and the differences could be material. Changes in estimates are recorded in the period identified. Grace’s accounting measurements that are most affected by management’s estimates of future events are:
•
Realization values of net deferred tax assets, which depend on projections of future taxable income (see Note 5);
•
Pension and postretirement liabilities, which depend on assumptions regarding participant life spans, future inflation, discount rates and total returns on invested funds (see Note 6);
•
Carrying values of goodwill and other intangible assets, which depend on assumptions of future earnings and cash flows; and
•
Contingent liabilities, which depend on an assessment of the probability of loss and an estimate of ultimate obligation, such as litigation (see Note 8), income taxes (see Note 5), and environmental remediation (see Note 8).
Reclassifications
Reclassifications    Certain amounts in prior years’ Consolidated Financial Statements have been reclassified to conform to the current year presentation. Such reclassifications have not materially affected previously reported amounts in the Consolidated Financial Statements.
Long-lived assets
Long-Lived Assets    During the 2018 first quarter, Grace, with the assistance of an outside accounting firm, completed a study to evaluate the useful lives of its operating machinery and equipment, including a review of historical asset retirement data as well as review and analysis of relevant industry practices. As a result of this study, effective January 1, 2018, Grace revised the accounting useful lives of certain machinery and equipment, which was determined to be a change in accounting estimate and is being applied prospectively. As a result of this change in accounting estimate, Grace’s depreciation expense with respect to such machinery and equipment was reduced by $2.7 million, resulting in an increase to net income of $2.1 million or $0.03 per diluted share, for the three months ended March 31, 2018. Estimated useful lives for operating machinery and equipment, which previously ranged from 3 to 10 years, now range from 5 to 25 years.
Effect of New Accounting Standards
Recently Issued Accounting Standards    In February 2016, the FASB issued ASU 2016-02 “Leases (Topic 842).” This update is intended to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. The core principle of Topic 842 is that a lessee should recognize the assets and liabilities that arise from leases. A lessee should recognize in the statement of financial position a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying asset for the lease term, including optional payments where they are reasonably certain to occur. Currently, as a lessee, Grace is a party to a number of leases which, under existing guidance, are classified as operating leases and not recorded on the balance sheet but expensed as incurred. Under the new standard, many of these leases will be recorded on the Consolidated Balance Sheets. Grace will adopt the standard in the 2019 first quarter. Grace has begun its evaluation of the new standard and at this time cannot reasonably estimate the effect of adoption.
In January 2017, the FASB issued ASU 2017-04 “Intangibles—Goodwill and Other (Topic 350).” This update modifies the concept of impairment from the condition that exists when the carrying amount of goodwill exceeds its implied fair value to the condition that exists when the carrying amount of a reporting unit exceeds its fair value. An entity no longer will determine goodwill impairment by calculating the implied fair value of goodwill by assigning the fair value of a reporting unit to all of its assets and liabilities as if that reporting unit had been acquired in a business combination (“Step 2”). Because these amendments eliminate Step 2 from the goodwill impairment test, they should reduce the cost and complexity of evaluating goodwill for impairment. Grace is required to adopt the amendments in this update on January 1, 2020. Early adoption is permitted. Grace is currently evaluating the timing of adoption and does not expect the update to have a material effect on the Consolidated Financial Statements.
In January 2018, the FASB issued ASU 2018-01 “Leases (Topic 842): Land Easement Practical Expedient for Transition to Topic 842.” This update provides an optional transition practical expedient that allows an entity to elect not to evaluate under Topic 842 existing or expired land easements not previously accounted for as leases. All land easements entered into or modified after the adoption of Topic 842 must be evaluated under Topic 842. Grace, which typically does not account for easements under current lease accounting, will use the transition practical expedient when adopting Topic 842 in the 2019 first quarter and at this time cannot reasonably estimate the effect of adoption.
In February 2018, the FASB issued ASU 2018-02 “Income Statement—Reporting Comprehensive Income (Topic 220).” This update addresses the revaluation of deferred tax assets and liabilities due to the Tax Cuts and Jobs Act of 2017 impacting income from continuing operations, even if the initial income tax effects were recognized in other comprehensive income. The update allows entities to reclassify the tax effects that were originally in other comprehensive income from accumulated other comprehensive income to retained earnings. The update requires entities to disclose whether the election was made and a description of the income tax effects. The update can be: (a) applied to the period of adoption, or (b) applied retrospectively to each period in which the Tax Cuts and Jobs Act of 2017 is in effect. Grace is required to adopt the amendments in this update for on January 1, 2019, with early adoption permitted. Grace is currently evaluating the timing and effect of adoption.
Recently Adopted Accounting Standards    In November 2016, the FASB issued ASU 2016-18 “Statement of Cash Flows (Topic 230): Restricted Cash,” which requires that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Therefore, amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. Grace adopted the update in the 2018 first quarter. Restricted cash included in the Consolidated Balance Sheets as of March 31, 2018, was $1.4 million.
In January 2017, the FASB issued ASU 2017-01 “Business Combinations (Topic 805),” which provides a screen to determine when an integrated set of assets and activities is not a business. The screen requires that when substantially all of the fair value of the gross assets acquired (or disposed of) is concentrated in a single identifiable asset or a group of similar identifiable assets, the set is not a business. This screen reduces the number of transactions that need to be further evaluated. If the screen is not met, the amendments in this update (1) require that to be considered a business, a set must include, at a minimum, an input and a substantive process that together significantly contribute to the ability to create output, and (2) remove the evaluation of whether a market participant could replace missing elements. The amendments in this update also narrow the definition of the term “output” so that the term is consistent with how outputs are described in ASC 606. Grace adopted the update in the 2018 first quarter, and it did not have an effect on the Consolidated Financial Statements.
In May 2017, the FASB issued ASU 2017-09 “Compensation—Stock Compensation (Topic 718).” This update clarifies the existing definition of the term “modification,” which is currently defined as “a change in any of the terms or conditions of a share-based payment award.” The update requires entities to account for modifications of share-based payment awards unless the (1) fair value, (2) vesting conditions, and (3) classification as an equity instrument or a liability instrument of the modified award are the same as of the original award before modification. Grace adopted the update in the 2018 first quarter, and it did not have an effect on the Consolidated Financial Statements.
Revenue Recognition
In May 2014, the FASB issued ASU 2014-09 “Revenue from Contracts with Customers (Topic 606)” (“ASC 606”). This update was intended to remove inconsistencies and weaknesses in revenue requirements; provide a more robust framework for addressing revenue issues; improve comparability of revenue recognition practices across entities, industries, jurisdictions and capital markets; provide more useful information to users of financial statements through improved disclosure requirements; and simplify the preparation of financial statements by reducing the number of requirements to which an entity must refer. Grace adopted ASC 606 with a date of initial application of January 1, 2018. Grace applied the standard to all customer contracts. As a result, Grace has changed its accounting policy for revenue recognition as detailed below.
Grace applied ASC 606 using the modified retrospective method, that is, by recognizing the cumulative effect of initially applying ASC 606 as an adjustment to “retained earnings” at the date of initial application. Results for periods beginning after December 31, 2017, are presented under ASC 606, while the comparative information has not been adjusted and continues to be reported in accordance with Grace’s historical accounting under ASC 605 "Revenue Recognition" (“ASC 605”).
Under ASC 606, revenue from customer arrangements is recognized when control is transferred to the customer. For product sales, control is transferred at the point in time at which risk of loss and title have transferred to the customer, which is determined based on shipping terms. Terms of delivery and terms of payment are generally included in customer contracts of sale, order confirmation documents, and invoices. Grace defers revenue recognition until no other significant Grace obligations remain. Grace’s customer arrangements do not contain significant acceptance provisions. For Grace’s licensed technology business, revenue is recognized ratably over the period of performance of the contract, as the customer simultaneously receives and consumes the benefits provided by Grace’s technology licensing engineers before and during the licensee’s plant construction. Contract periods range from three to seven years, depending on the scope of the licensee’s project.
Certain of Grace's contracts with customers include multiple performance obligations, particularly in the licensed technology business. For such arrangements, where applicable and material, Grace allocates revenue to each performance obligation based on its relative standalone selling price. Grace generally determines standalone selling prices based on the negotiated, contractual prices charged to customers. In instances where individual deliverables within a bundle of goods and/or services are not distinct, the bundle is accounted for as a single performance obligation. Revenue for the bundled deliverables is recognized when control is transferred to the customer, which can be at a point in time or over a period of time.
In its implementation of ASC 606, Grace assessed its customer arrangements at the operating segment level, and based on the similarity of arrangements, Grace elected to use the portfolio method practical expedient. Based on the promises made to customers, exclusive of its licensed technology business, Grace determined that it has a performance obligation to manufacture and deliver products to its customers. For Grace’s licensed technology business, Grace determined that the customer arrangements contain multiple performance obligations, including licensing the technology and providing engineering design packages and technical services to the customers to enable them to realize the benefit of the technology. Grace makes certain other promises in its customer arrangements that are immaterial in the context of the contracts.
Generally, transaction prices charged to Grace’s customers are fixed at the time of invoicing, and Grace expects to collect the fixed amount according to its customer payment terms. For product sales, payment is generally due within 30 to 60 days of invoicing. Grace invoices its technology license customers as certain project milestones are achieved, and payment terms are similar to those of Grace’s product sales.
Grace offers various incentives to its customers that result in variable consideration, including but not limited to volume discounts, which reward bulk purchases by lowering the price for future purchases, and volume rebates, which encourage customers to purchase volume levels that would reduce their current prices. These incentives are immaterial to the Consolidated Financial Statements.
Taxes that Grace collects that are assessed by a governmental authority, and that are both imposed on and concurrent with any of its revenue-producing activities, are excluded from revenue. Grace considers shipping and handling activities that it performs as activities to fulfill the sales of its products. Amounts billed for shipping and handling are included in net sales, while costs incurred for shipping and handling are included in cost of sales, in accordance with the practical expedient provided by ASC 606.
Except for the changes below, Grace has consistently applied its accounting policy for revenue recognition to all periods presented in the Consolidated Financial Statements.
Grace recorded a net increase to “retained earnings” of $3.2 million as of January 1, 2018, which represents the cumulative impact of adopting ASC 606, with a corresponding reduction to “other liabilities.” The cumulative adjustment results from a change in accounting for contingent revenue related to technology licensing arrangements. Under ASC 605, certain revenue was not realized until a contractual contingency was resolved. Upon adoption of ASC 606, Grace estimates all forms of variable consideration, including contingent amounts, at the inception of the arrangement and recognizes it over the period of performance.
The tables below present the effect of the adoption of ASC 606 on Grace’s Consolidated Statements of Operations and Consolidated Balance Sheets.
Consolidated Statements of Operations
 
Three months ended March 31, 2018
(In millions)
Under ASC 605
 
As Reported (ASC 606)
 
Effect of Change
Net sales
$
431.4

 
$
431.5

 
$
0.1

Gross profit
169.4

 
169.5

 
0.1

Income (loss) before income taxes
68.1

 
68.2

 
0.1

Net income (loss)
43.3

 
43.4

 
0.1

Net income (loss) attributable to W. R. Grace & Co. Shareholders
43.5

 
43.6

 
0.1

Consolidated Balance Sheets
 
March 31, 2018
(In millions)
Under ASC 605
 
As Reported (ASC 606)
 
Effect of Change
Other liabilities
$
189.2

 
$
185.9

 
$
(3.3
)
Retained earnings
600.4

 
603.7

 
3.3


ASU 2017-07 “Compensation—Retirement Benefits (Topic 715)”
In March 2017, the FASB issued ASU 2017-07 “Compensation—Retirement Benefits (Topic 715).” This update requires that the service cost component of net benefit cost be presented with other compensation costs arising from services rendered. The remaining net benefit cost is either presented as a line item in the statement of operations outside of a subtotal for income from operations, if presented, or disclosed separately. In addition, only the service cost component of net benefit cost can be capitalized. Grace adopted the update in the 2018 first quarter.
The changes in classification of net benefit costs within the Consolidated Statements of Operations have been retrospectively applied to all periods presented. The change in costs capitalizable into inventory was applied prospectively in accordance with the update. The impacts of all adjustments made to previously reported amounts are summarized below:
Consolidated Statements of Operations
 
Three months ended March 31, 2017
(In millions)
Previously Reported
 
Revised
 
Effect of Change
Selling, general and administrative expenses
$
66.5

 
$
67.0

 
$
0.5

Research and development expenses
13.2

 
13.9

 
0.7

Other (income) expense
(2.2
)
 
(3.4
)
 
(1.2
)
Revenue Recognition
Under ASC 606, revenue from customer arrangements is recognized when control is transferred to the customer. For product sales, control is transferred at the point in time at which risk of loss and title have transferred to the customer, which is determined based on shipping terms. Terms of delivery and terms of payment are generally included in customer contracts of sale, order confirmation documents, and invoices. Grace defers revenue recognition until no other significant Grace obligations remain. Grace’s customer arrangements do not contain significant acceptance provisions. For Grace’s licensed technology business, revenue is recognized ratably over the period of performance of the contract, as the customer simultaneously receives and consumes the benefits provided by Grace’s technology licensing engineers before and during the licensee’s plant construction. Contract periods range from three to seven years, depending on the scope of the licensee’s project.
Certain of Grace's contracts with customers include multiple performance obligations, particularly in the licensed technology business. For such arrangements, where applicable and material, Grace allocates revenue to each performance obligation based on its relative standalone selling price. Grace generally determines standalone selling prices based on the negotiated, contractual prices charged to customers. In instances where individual deliverables within a bundle of goods and/or services are not distinct, the bundle is accounted for as a single performance obligation. Revenue for the bundled deliverables is recognized when control is transferred to the customer, which can be at a point in time or over a period of time.
In its implementation of ASC 606, Grace assessed its customer arrangements at the operating segment level, and based on the similarity of arrangements, Grace elected to use the portfolio method practical expedient. Based on the promises made to customers, exclusive of its licensed technology business, Grace determined that it has a performance obligation to manufacture and deliver products to its customers. For Grace’s licensed technology business, Grace determined that the customer arrangements contain multiple performance obligations, including licensing the technology and providing engineering design packages and technical services to the customers to enable them to realize the benefit of the technology. Grace makes certain other promises in its customer arrangements that are immaterial in the context of the contracts.
Generally, transaction prices charged to Grace’s customers are fixed at the time of invoicing, and Grace expects to collect the fixed amount according to its customer payment terms. For product sales, payment is generally due within 30 to 60 days of invoicing. Grace invoices its technology license customers as certain project milestones are achieved, and payment terms are similar to those of Grace’s product sales.
Grace offers various incentives to its customers that result in variable consideration, including but not limited to volume discounts, which reward bulk purchases by lowering the price for future purchases, and volume rebates, which encourage customers to purchase volume levels that would reduce their current prices. These incentives are immaterial to the Consolidated Financial Statements.
Taxes that Grace collects that are assessed by a governmental authority, and that are both imposed on and concurrent with any of its revenue-producing activities, are excluded from revenue. Grace considers shipping and handling activities that it performs as activities to fulfill the sales of its products. Amounts billed for shipping and handling are included in net sales, while costs incurred for shipping and handling are included in cost of sales, in accordance with the practical expedient provided by ASC 606.

v3.8.0.1
Basis of Presentation and Summary of Significant Accounting and Financial Reporting Policies Recently Adopted Accounting Standards (Tables)
 3 Months Ended
Mar. 31, 2018
Accounting Standards Update 2014-09 [Member]  
New Accounting Pronouncements or Change in Accounting Principle [Line Items]  
Schedule of New Accounting Pronouncements and Changes in Accounting Principles [Table Text Block]
The tables below present the effect of the adoption of ASC 606 on Grace’s Consolidated Statements of Operations and Consolidated Balance Sheets.
Consolidated Statements of Operations
 
Three months ended March 31, 2018
(In millions)
Under ASC 605
 
As Reported (ASC 606)
 
Effect of Change
Net sales
$
431.4

 
$
431.5

 
$
0.1

Gross profit
169.4

 
169.5

 
0.1

Income (loss) before income taxes
68.1

 
68.2

 
0.1

Net income (loss)
43.3

 
43.4

 
0.1

Net income (loss) attributable to W. R. Grace & Co. Shareholders
43.5

 
43.6

 
0.1

Consolidated Balance Sheets
 
March 31, 2018
(In millions)
Under ASC 605
 
As Reported (ASC 606)
 
Effect of Change
Other liabilities
$
189.2

 
$
185.9

 
$
(3.3
)
Retained earnings
600.4

 
603.7

 
3.3
Accounting Standards Update 2017-07 [Member]  
New Accounting Pronouncements or Change in Accounting Principle [Line Items]  
Schedule of New Accounting Pronouncements and Changes in Accounting Principles [Table Text Block]
The impacts of all adjustments made to previously reported amounts are summarized below:
Consolidated Statements of Operations
 
Three months ended March 31, 2017
(In millions)
Previously Reported
 
Revised
 
Effect of Change
Selling, general and administrative expenses
$
66.5

 
$
67.0

 
$
0.5

Research and development expenses
13.2

 
13.9

 
0.7

Other (income) expense
(2.2
)
 
(3.4
)
 
(1.2
)

v3.8.0.1
Inventories (Tables)
 3 Months Ended
Mar. 31, 2018
Inventory Disclosure [Abstract]  
Schedule of inventories
Inventories consisted of the following at March 31, 2018, and December 31, 2017:
(In millions)
March 31,
2018
 
December 31,
2017
Raw materials
$
52.1

 
$
48.8

In process
39.4

 
33.0

Finished products
138.8

 
124.7

Other
25.9

 
24.4

Total inventory
$
256.2

 
$
230.9

v3.8.0.1
Debt (Tables)
 3 Months Ended
Mar. 31, 2018
Debt Disclosure [Abstract]  
Disclosure of debt
Components of Debt
(In millions)
March 31,
2018
 
December 31,
2017
5.125% senior notes due 2021, net of unamortized debt issuance costs of $5.4 at March 31, 2018 (2017—$5.8)
$
694.6

 
$
694.2

U.S. dollar term loan, net of unamortized debt issuance costs and discounts of $4.1 at March 31, 2018 (2017—$4.3)
404.3

 
404.1

5.625% senior notes due 2024, net of unamortized debt issuance costs of $3.3 at March 31, 2018 (2017—$3.5)
296.7

 
296.5

Euro term loan, net of unamortized debt issuance costs and discounts of $0.9 at March 31, 2018 (2017—$1.0)
98.4

 
94.0

Debt payable to unconsolidated affiliate
45.6

 
42.4

Other borrowings(1)
6.9

 
12.7

Total debt
1,546.5

 
1,543.9

Less debt payable within one year
14.8

 
20.1

Debt payable after one year
$
1,531.7

 
$
1,523.8

Weighted average interest rates on total debt
4.8
%
 
4.7
%

___________________________________________________________________________________________________________________
(1)    Represents borrowings under various lines of credit and other borrowings, primarily by non-U.S. subsidiaries.
Schedule of Maturities of Long-term Debt
The principal maturities of debt outstanding at March 31, 2018, were as follows:
 
(In millions)
2018
$
12.5

2019
9.3

2020
8.0

2021
1,203.9

2022
5.7

Thereafter
307.1

Total debt
$
1,546.5

v3.8.0.1
Fair Value Measurements and Risk (Tables)
 3 Months Ended
Mar. 31, 2018
Fair Value Disclosures [Abstract]  
Schedule of Carrying Values and Estimated Fair Values of Debt Instruments
At March 31, 2018, the carrying amounts and fair values of Grace’s debt were as follows:
 
March 31, 2018
 
December 31, 2017
(In millions)
Carrying Amount
 
Fair Value
 
Carrying Amount
 
Fair Value
5.125% senior notes due 2021(1)
$
694.6

 
$
712.8

 
$
694.2

 
$
728.7

U.S. dollar term loan(2)
404.3

 
403.8

 
404.1

 
409.7

5.625% senior notes due 2024(1)
296.7

 
305.6

 
296.5

 
321.3

Euro term loan(2)
98.4

 
98.3

 
94.0

 
93.7

Other borrowings
52.5

 
52.5

 
55.1

 
55.1

Total debt
$
1,546.5

 
$
1,573.0

 
$
1,543.9

 
$
1,608.5

___________________________________________________________________________________________________________________
(1)
Carrying amounts are net of unamortized debt issuance costs of $5.4 million and $3.3 million as of March 31, 2018, and $5.8 million and $3.5 million as of December 31, 2017, related to the 5.125% senior notes due 2021 and 5.625% senior notes due 2024, respectively.
(2)
Carrying amounts are net of unamortized debt issuance costs and discounts of $4.1 million and $0.9 million as of March 31, 2018, and $4.3 million and $1.0 million as of December 31, 2017, related to the U.S. dollar term loan and euro term loan, respectively.
Schedule of Fair Value of Assets and Liabilities Measured on a Recurring Basis
The following tables present the fair value hierarchy for financial assets and liabilities measured at fair value on a recurring basis as of March 31, 2018, and December 31, 2017:
 
Fair Value Measurements at March 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
$
2.6

 
$
—

 
$
2.6

 
$
—

Interest rate derivatives
0.6

 
—

 
0.6

 
—

Total Assets
$
3.2

 
$
—

 
$
3.2

 
$
—

Liabilities
 
 
 
 
 
 
 
Interest rate derivatives
$
0.2

 
$
—

 
$
0.2

 
$
—

Currency derivatives
41.3

 
—

 
41.3

 
—

Total Liabilities
$
41.5

 
$
—

 
$
41.5

 
$
—

 
Fair Value Measurements at December 31, 2017, Using

(In millions)
Total
 
Quoted Prices in Active Markets for Identical Assets or Liabilities
(Level 1)
 
Significant Other Observable Inputs
(Level 2)
 
Significant Unobservable Inputs
(Level 3)
Assets
 
 
 
 
 
 
 
Currency derivatives
$
3.1

 
$
—

 
$
3.1

 
$
—

Total Assets
$
3.1

 
$
—

 
$
3.1

 
$
—

Liabilities
 
 
 
 
 
 
 
Interest rate derivatives
$
1.8

 
$
—

 
$
1.8

 
$
—

Currency derivatives
23.8

 
—

 
23.8

 
—

Total Liabilities
$
25.6

 
$
—

 
$
25.6

 
$
—
Schedule of the Location and Fair Values of Derivative Instruments Included in the Consolidated Balance Sheets
The following tables present the location and fair values of derivative instruments included in the Consolidated Balance Sheets as of March 31, 2018, and December 31, 2017:
March 31, 2018
(In millions)
Asset Derivatives
 
Liability Derivatives
Balance Sheet
Location
 
Fair Value
 
Balance Sheet
Location
 
Fair Value
Derivatives designated as hedging instruments under ASC 815:
 
 
 
 
 
 
 
Currency contracts
Other current assets
 
$
2.5

 
Other current liabilities
 
$
4.4

Interest rate contracts
Other current assets
 
—

 
Other current liabilities
 
0.2

Currency contracts
Other assets
 
—

 
Other liabilities
 
35.8

Interest rate contracts
Other assets
 
0.6

 
Other liabilities
 
—

Derivatives not designated as hedging instruments under ASC 815:
 
 
 
 
 
 
 
Currency contracts
Other current assets
 
0.1

 
Other current liabilities
 
1.1

Total derivatives
 
 
$
3.2

 
 
 
$
41.5

December 31, 2017
(In millions)
Asset Derivatives
 
Liability Derivatives
Balance Sheet
Location
 
Fair Value
 
Balance Sheet
Location
 
Fair Value
Derivatives designated as hedging instruments under ASC 815:
 
 
 
 
 
 
 
Currency contracts
Other current assets
 
$
2.7

 
Other current liabilities
 
$
1.4

Interest rate contracts
Other current assets
 
—

 
Other current liabilities
 
1.3

Currency contracts
Other assets
 
—

 
Other liabilities
 
22.2

Interest rate contracts
Other assets
 
—

 
Other liabilities
 
0.5

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

 
Other current liabilities
 
0.2

Total derivatives
 
 
$
3.1

 
 
 
$
25.6
Schedule of Gain (Loss) on Derivative Instruments
The following tables present the location and amount of gains and losses on derivative instruments included in the Consolidated Statements of Operations or, when applicable, gains and losses initially recognized in other comprehensive income (loss) (“OCI”) for the three months ended March 31, 2018 and 2017:
Three Months Ended March 31, 2018
(In millions)
Amount of Gain (Loss) Recognized in OCI on Derivatives
 
Location of Gain (Loss) Reclassified from Accumulated OCI into Income
 
Amount of Gain (Loss) Reclassified from OCI into Income
Derivatives in ASC 815 cash flow hedging relationships:
 
 
 
 
Interest rate contracts
$
1.5

 
Interest expense
 
$
(0.2
)
Currency contracts(1)
(6.6
)
 
Other expense
 
(6.1
)
Total derivatives
$
(5.1
)
 
 
 
$
(6.3
)
___________________________________________________________________________________________________________________
(1)
Amount of gain (loss) recognized in OCI includes $(0.8) million excluded from the assessment of effectiveness for which the difference between changes in fair value and periodic amortization is recorded in OCI.
Three Months Ended March 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 OCI into Income
Derivatives in ASC 815 cash flow hedging relationships:
 
 
 
 
Interest rate contracts
$
0.1

 
Interest expense
 
$
(0.9
)
Currency contracts
(0.1
)
 
Other expense
 
—

Total derivatives
$
—

 
 
 
$
(0.9
)

The following table presents the total amounts of income and expense line items presented in the Consolidated Statements of Operations in which the effects of cash flow hedges are reported.
 
Three Months Ended March 31,
 
2018
 
2017
(In millions)
Interest expense
 
Other income (expense)
 
Interest expense
 
Other income (expense)
Total amounts of income and expense line items in the Consolidated Statements of Operations in which the effects of cash flow hedges are recorded
$
19.3

 
$
(2.3
)
 
$
19.5

 
$
(1.9
)
Gain (loss) on cash flow hedging relationships in ASC 815
 
 
 
 
 
 
 
Interest rate contracts
 
 
 
 
 
 
 
Amount of gain (loss) reclassified from accumulated OCI into income
$
(0.2
)
 
$
—

 
$
(0.9
)
 
$
—

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

 
(6.1
)
 
—

 
—

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

 
0.9

 
—

 
—
Schedule of Gain (Loss) on Nonderivative Instruments
The following table presents the amount of gains and losses on derivative and non-derivative instruments designated as net investment hedges, recorded to “currency translation adjustments” within “accumulated other comprehensive income (loss)” for the three months ended March 31, 2018 and 2017. There were no reclassifications of the effective portion of net investment hedges out of OCI and into earnings for the periods presented in the tables below.
 
Three Months Ended March 31,
(In millions)
2018

2017
Derivatives in ASC 815 net investment hedging relationships:
 
 
 
Cross-currency swap
$
(11.3
)
 
$
(2.5
)
Non-derivatives in ASC 815 net investment hedging relationships:
 
 
 
Foreign currency denominated debt
$
(4.4
)
 
$
(2.3
)
Foreign currency denominated deferred intercompany royalties
(1.7
)
 
(1.5
)
 
$
(6.1
)
 
$
(3.8
)

v3.8.0.1
Pension Plans and Other Postretirement Benefit Plans (Tables)
 3 Months Ended
Mar. 31, 2018
Pension and Other Postretirement Benefits Cost (Reversal of Cost) [Abstract]  
Schedule of net funded status of fully funded, underfunded, and unfunded pension plans
The following table presents the funded status of Grace’s underfunded and unfunded pension plans:
(In millions)
March 31,
2018
 
December 31,
2017
Underfunded defined benefit pension plans
$
(110.1
)
 
$
(110.5
)
Unfunded defined benefit pension plans
(405.9
)
 
(391.9
)
Total underfunded and unfunded defined benefit pension plans
(516.0
)
 
(502.4
)
Pension liabilities included in other current liabilities
(15.3
)
 
(15.0
)
Net funded status
$
(531.3
)
 
$
(517.4
)
Components of net periodic benefit cost (income)
 
Three Months Ended March 31,
 
2018
 
2017
(In millions)
U.S.
 
Non-U.S.
 
U.S.
 
Non-U.S.
Service cost
$
4.8

 
$
2.4

 
$
4.3

 
$
2.0

Interest cost
10.3

 
1.3

 
10.5

 
1.0

Expected return on plan assets
(14.5
)
 
(0.3
)
 
(14.4
)
 
(0.2
)
Amortization of prior service credit
(0.2
)
 
—

 
(0.1
)
 
—

Net periodic benefit cost (income)
$
0.4

 
$
3.4

 
$
0.3

 
$
2.8

v3.8.0.1
Other Balance Sheet Accounts (Tables)
 3 Months Ended
Mar. 31, 2018
Other Balance Sheet Accounts [Abstract]  
Schedule of Other Assets and Other Liabilities
(In millions)
March 31,
2018
 
December 31,
2017
Other Current Liabilities
 
 
 
Accrued compensation
$
39.0

 
$
60.7

Accrued interest
29.9

 
16.5

Deferred revenue
29.6

 
19.5

Environmental contingencies
22.4

 
23.5

Income taxes payable
17.9

 
12.2

Pension liabilities
15.3

 
15.0

Other accrued liabilities
79.4

 
70.4

 
$
233.5

 
$
217.8


Accrued compensation includes salaries and wages as well as estimated current amounts due under the annual and long-term incentive programs.
(In millions)
March 31,
2018
 
December 31,
2017
Other Liabilities
 
 
 
Environmental contingencies
$
42.6

 
$
46.8

Liability to unconsolidated affiliate
38.5

 
32.7

Fair value of currency and interest rate contracts
35.8

 
22.7

Deferred revenue
17.1

 
14.9

Asset retirement obligation
9.6

 
10.4

Deferred income taxes
8.3

 
8.2

Postemployment liability
5.0

 
5.2

Other noncurrent liabilities
29.0

 
28.4

 
$
185.9

 
$
169.3

v3.8.0.1
Restructuring Expenses and Repositioning Expenses (Tables)
 3 Months Ended
Mar. 31, 2018
Restructuring and Related Activities [Abstract]  
Schedule of restructuring expenses and asset impairments
The following table presents restructuring expenses by reportable segment for the three months ended March 31, 2018.
 
Three Months Ended March 31,
(In millions)
2018
 
2017
Catalysts Technologies
$
0.4

 
$
0.4

Materials Technologies
0.4

 
0.3

Corporate
0.2

 
2.1

Total restructuring expenses
$
1.0

 
$
2.8
Schedule of restructuring liability
 
(In millions)
Balance, December 31, 2017
$
6.7

Accruals for severance and other costs
1.4

Payments
(2.8
)
Balance, March 31, 2018
$
5.3

v3.8.0.1
Other Expense (Income), net (Tables)
 3 Months Ended
Mar. 31, 2018
Other Income and Expenses [Abstract]  
Schedule of other (income) expense, net
Components of other (income) expense, net are as follows:
 
Three Months Ended March 31,
(In millions)
2018
 
2017
Defined benefit pension expense other than service cost
$
(3.4
)
 
$
(1.2
)
Third-party acquisition-related costs
0.9

 
—

Chapter 11 expenses, net
0.5

 
0.9

Currency transaction effects
(0.4
)
 
0.5

Net (gain) loss on sales of investments and disposals of assets
0.4

 
0.4

Other miscellaneous (income) expense
(0.3
)
 
(2.5
)
Total other (income) expense, net
$
(2.3
)
 
$
(1.9
)

v3.8.0.1
Other Comprehensive Loss (Tables)
 3 Months Ended
Mar. 31, 2018
Equity [Abstract]  
Disclosure of pre-tax, tax, and after-tax components of other comprehensive income (loss)
The following tables present the pre-tax, tax, and after-tax components of Grace’s other comprehensive income (loss) for the three months ended March 31, 2018 and 2017:
Three Months Ended March 31, 2018
(In millions)
Pre-Tax Amount
 
Tax Benefit/ (Expense)
 
After-Tax Amount
Defined benefit pension and other postretirement plans:
 
 
 
 
 
Amortization of net prior service credit included in net periodic benefit cost
$
(0.4
)
 
$
0.1

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

 
—

 
0.1

Benefit plans, net
(0.3
)
 
0.1

 
(0.2
)
Currency translation adjustments
(20.8
)
 
2.6

 
(18.2
)
Gain (loss) from hedging activities
2.2

 
(0.4
)
 
1.8

Other comprehensive income (loss) attributable to W. R. Grace & Co. shareholders
$
(18.9
)
 
$
2.3

 
$
(16.6
)

Three Months Ended March 31, 2017
(In millions)
Pre-Tax Amount
 
Tax Benefit/ (Expense)
 
After-Tax Amount
Defined benefit pension and other postretirement plans:
 
 
 
 
 
Amortization of net prior service credit included in net periodic benefit cost
$
(0.6
)
 
$
0.2

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

 
—

 
0.1

Benefit plans, net
(0.5
)
 
0.2

 
(0.3
)
Currency translation adjustments
(1.4
)
 
—

 
(1.4
)
Gain (loss) from hedging activities
0.9

 
(0.2
)
 
0.7

Other comprehensive income (loss) attributable to W. R. Grace & Co. shareholders
$
(1.0
)
 
$
—

 
$
(1.0
)
Schedule of components of accumulated other comprehensive loss
The following tables present the changes in accumulated other comprehensive income (loss), net of tax, for the three months ended March 31, 2018 and 2017:
Three Months Ended March 31, 2018
(In millions)
Defined Benefit Pension and Other Postretirement Plans
 
Currency Translation Adjustments
 
Gain (Loss) from Hedging Activities
 
Total
Beginning balance
$
0.9

 
$
41.6

 
$
(2.6
)
 
$
39.9

Other comprehensive income (loss) before reclassifications
—

 
(18.2
)
 
(5.4
)
 
(23.6
)
Amounts reclassified from accumulated other comprehensive income (loss)
(0.2
)
 
—

 
7.2

 
7.0

Net current-period other comprehensive income (loss)
(0.2
)
 
(18.2
)
 
1.8

 
(16.6
)
Ending balance
$
0.7

 
$
23.4

 
$
(0.8
)
 
$
23.3

Three Months Ended March 31, 2017
(In millions)
Defined Benefit Pension and Other Postretirement Plans
 
Currency Translation Adjustments
 
Gain (Loss) from Hedging Activities
 
Total
Beginning balance
$
2.2

 
$
67.6

 
$
(3.4
)
 
$
66.4

Other comprehensive income (loss) before reclassifications
—

 
(1.4
)
 
—

 
(1.4
)
Amounts reclassified from accumulated other comprehensive income (loss)
(0.3
)
 
—

 
0.7

 
0.4

Net current-period other comprehensive income (loss)
(0.3
)
 
(1.4
)
 
0.7

 
(1.0
)
Ending balance
$
1.9

 
$
66.2

 
$
(2.7
)
 
$
65.4

v3.8.0.1
Earnings Per Share (Tables)
 3 Months Ended
Mar. 31, 2018
Earnings Per Share [Abstract]  
Schedule of reconciliation of the numerators and denominators used in calculating basic and diluted earnings per share
The following table shows a reconciliation of the numerators and denominators used in calculating basic and diluted earnings per share.
 
Three Months Ended March 31,
(In millions, except per share amounts)
2018
 
2017
Numerators
 
 
 
Net income (loss) attributable to W. R. Grace & Co. shareholders
$
43.6

 
$
42.9

Denominators
 
 
 
Weighted average common shares—basic calculation
67.6

 
68.3

Dilutive effect of employee stock options
0.1

 
0.2

Weighted average common shares—diluted calculation
67.7


68.5

Basic earnings per share
$
0.64

 
$
0.63

Diluted earnings per share
$
0.64

 
$
0.63

v3.8.0.1
Operating Segment Information (Tables)
 3 Months Ended
Mar. 31, 2018
Segment Reporting [Abstract]  
Schedule of operating segment data
Reportable Segment Data
 
Three Months Ended March 31,
(In millions)
2018
 
2017
Net Sales
 
 
 
Catalysts Technologies
$
315.8

 
$
293.8

Materials Technologies
115.7

 
104.2

Total
$
431.5

 
$
398.0

Adjusted EBIT
 
 
 
Catalysts Technologies segment operating income
$
92.1

 
$
81.2

Materials Technologies segment operating income
24.1

 
24.8

Corporate costs
(16.6
)
 
(16.1
)
Certain pension costs
(3.8
)
 
(3.1
)
Total
$
95.8

 
$
86.8
Schedule of reconciliation of operating segment data to financial statements
Grace Adjusted EBIT for the three months ended March 31, 2018 and 2017, is reconciled below to “income (loss) before income taxes” presented in the accompanying Consolidated Statements of Operations.
 
Three Months Ended March 31,
(In millions)
2018
 
2017
Grace Adjusted EBIT
$
95.8

 
$
86.8

Restructuring and repositioning expenses
(5.6
)
 
(2.3
)
(Costs) benefit related to legacy product, environmental and other claims
(1.5
)
 
(2.1
)
Third-party acquisition-related costs
(0.9
)
 
—

Income and expense items related to divested businesses
(0.5
)
 
(0.3
)
Pension MTM adjustment and other related costs, net
—

 
(1.9
)
Interest expense, net
(18.9
)
 
(19.3
)
Net income (loss) attributable to noncontrolling interests
(0.2
)
 
—

Income (loss) before income taxes
$
68.2

 
$
60.9
Schedule of geographic area data
The table below presents information related to the geographic areas in which Grace operates. Sales are attributed to geographic areas based on customer location.
 
Three Months Ended March 31,
(In millions)
2018
 
2017
Net Sales
 
 
 
United States
$
112.4

 
$
103.7

Canada
13.6

 
12.0

Total North America
126.0

 
115.7

Europe Middle East Africa
178.7

 
148.7

Asia Pacific
100.2

 
99.9

Latin America
26.6

 
33.7

Total
$
431.5

 
$
398.0

v3.8.0.1
Unconsolidated Affiliate (Tables)
 3 Months Ended
Mar. 31, 2018
Equity Method Investments and Joint Ventures [Abstract]  
Summary of financial information of equity method investee
The following summary presents ART’s assets, liabilities and results of operations.
(In millions)
March 31,
2018
 
December 31,
2017
Summary Balance Sheet information:
 
 
 
Current assets
$
241.9

 
$
239.8

Noncurrent assets
100.9

 
91.5

Total assets
$
342.8

 
$
331.3

 
 
 
 
Current liabilities
$
81.5

 
$
82.4

Noncurrent liabilities
0.3

 
0.3

Total liabilities
$
81.8

 
$
82.7

 
Three Months Ended March 31,
(In millions)
2018
 
2017
Summary Statement of Operations information:
 
 
 
Net sales
$
85.2

 
$
97.4

Costs and expenses applicable to net sales
70.7

 
78.9

Income before income taxes
11.3

 
14.2

Net income
11.5

 
14.0
Schedule of financial data related to transactions between Grace and ART
The table below presents summary financial data related to transactions between Grace and ART.
 
Three Months Ended March 31,
(In millions)
2018
 
2017
Product manufactured for ART
$
51.9

 
$
51.4

Mark-up on product manufactured for ART included as a reduction of Grace’s cost of goods sold
1.0

 
1.0

Charges for fixed costs; research and development; selling, general and administrative services; and depreciation to ART
10.7

 
10.4


The table below presents Grace balances related to ART.
(in millions)
March 31,
2018
 
December 31,
2017
Accounts receivable
$
19.7

 
$
20.1

Noncurrent asset
38.5

 
32.7

Accounts payable
27.9

 
22.3

Debt payable within one year
8.9

 
8.6

Debt payable after one year
36.7

 
33.8

Noncurrent liability
38.5

 
32.7

v3.8.0.1
Revenues (Tables)
 3 Months Ended
Mar. 31, 2018
Revenues [Abstract]  
Disaggregation of Revenue [Table Text Block]
 The following table presents Grace's revenues by geography and product group, within its respective reportable segments, for the three months ended March 31, 2018 and 2017.
Three Months Ended March 31, 2018
(In millions)
North America
 
Europe Middle East Africa (EMEA)
 
Asia Pacific
 
Latin America
 
Total
Catalysts Technologies:
 
 
 
 
 
 
 
 
 
Refining Catalysts
$
69.9

 
$
61.3

 
$
38.8

 
$
13.4

 
$
183.4

Polyolefin and Chemical Catalysts
32.2

 
58.4

 
38.0

 
3.8

 
132.4

Total
$
102.1

 
$
119.7

 
$
76.8

 
$
17.2

 
$
315.8

Materials Technologies:
 
 
 
 
 
 
 
 
 
Coatings
$
7.1

 
$
20.5

 
$
11.8

 
$
2.3

 
$
41.7

Consumer/Pharma
7.7

 
13.2

 
4.3

 
4.7

 
29.9

Chemical process
7.4

 
20.8

 
7.2

 
2.3

 
37.7

Other
1.7

 
4.5

 
0.1

 
0.1

 
6.4

Total
$
23.9

 
$
59.0

 
$
23.4

 
$
9.4

 
$
115.7

Three Months Ended March 31, 2017
(In millions)
North America
 
EMEA
 
Asia Pacific
 
Latin America
 
Total
Catalysts Technologies:
 
 
 
 
 
 
 
 
 
Refining Catalysts
$
61.8

 
$
54.1

 
$
41.7

 
$
20.8

 
$
178.4

Polyolefin and Chemical Catalysts
27.6

 
44.2

 
38.6

 
5.0

 
115.4

Total
$
89.4

 
$
98.3

 
$
80.3

 
$
25.8

 
$
293.8

Materials Technologies:
 
 
 
 
 
 
 
 
 
Coatings
$
7.0

 
$
16.6

 
$
9.5

 
$
2.0

 
$
35.1

Consumer/Pharma
10.3

 
12.2

 
3.2

 
4.8

 
30.5

Chemical process
7.4

 
18.6

 
6.8

 
1.1

 
33.9

Other
1.6

 
3.0

 
0.1

 
—

 
4.7

Total(1)
$
26.3

 
$
50.4

 
$
19.6

 
$
7.9

 
$
104.2

___________________________________________________________________________________________________________________
(1)
Under the modified retrospective method, prior-period information has not been adjusted and continues to be reported in accordance with Grace’s historical accounting under ASC 605.
Contract with Customer, Asset and Liability [Table Text Block]
The following table presents Grace’s deferred revenue balances as of March 31, 2018, and December 31, 2017:
(In millions)
March 31,
2018
 
December 31,
2017
Current
$
29.6

 
$
19.5

Noncurrent
17.1

 
14.9

Total
$
46.7

 
$
34.4
Remaining Performance Obligations [Table Text Block]
Grace expects to recognize revenue related to remaining performance obligations over several years, as follows:
Year
 
Approximate percentage of revenue related to remaining performance obligations recognized
2018
 
21
%
2019
 
28
%
2020
 
20
%
Thereafter through 2024
 
31
%
 
 
100
%

v3.8.0.1
Basis of Presentation and Summary of Significant Accounting and Financial Reporting Policies (Details)
 3 Months Ended
Mar. 31, 2018
segment
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Number of Reportable Segments 2

v3.8.0.1
Basis of Presentation and Summary of Significant Accounting and Financial Reporting Policies Recently Adopted Accounting Standards (Details) - USD ($)
$ / shares in Units, $ in Millions
 3 Months Ended 12 Months Ended
Mar. 31, 2018
Mar. 31, 2017
Dec. 31, 2017
Jan. 01, 2018
Dec. 31, 2016
New Accounting Pronouncements or Change in Accounting Principle [Line Items]          
Depreciation and amortization $ (25.0) $ (27.1)      
Restricted cash and cash equivalents $ 1.4 10.0 $ 10.7   $ 10.0
Revenue, Performance Obligation, Description of Payment Terms For product sales, payment is generally due within 30 to 60 days of invoicing. Grace invoices its technology license customers as certain project milestones are achieved, and payment terms are similar to those of Grace’s product sales.        
Revenue, Net $ 431.5 398.0      
Gross profit 169.5 153.2      
Income (loss) before income taxes 68.2 60.9      
Net income (loss) $ 43.4 $ 42.9      
Net income (loss) $ 0.64 $ 0.63      
Net Income (Loss) Attributable to Parent $ 43.6 $ 42.9      
Retained earnings 603.7   573.1    
Other liabilities 185.9   $ 169.3    
Selling, general and administrative expenses 69.3 65.5      
Research and development expenses 14.7 13.9      
Other (income) expense, net $ (2.3) (1.9)      
Scenario, Previously Reported [Member]          
New Accounting Pronouncements or Change in Accounting Principle [Line Items]          
Selling, general and administrative expenses   66.5      
Research and development expenses   13.2      
Other (income) expense, net   (2.2)      
Accounting Standards Update 2017-07 [Member] | Restatement Adjustment [Member]          
New Accounting Pronouncements or Change in Accounting Principle [Line Items]          
Selling, general and administrative expenses   0.5      
Research and development expenses   0.7      
Other (income) expense, net   (1.2)      
Accounting Standards Update 2017-07 [Member] | Pro Forma [Member]          
New Accounting Pronouncements or Change in Accounting Principle [Line Items]          
Selling, general and administrative expenses   67.0      
Research and development expenses   13.9      
Other (income) expense, net   $ (3.4)      
Minimum [Member]          
New Accounting Pronouncements or Change in Accounting Principle [Line Items]          
Revenue, Performance Obligation, Description of Timing P3Y        
Maximum [Member]          
New Accounting Pronouncements or Change in Accounting Principle [Line Items]          
Revenue, Performance Obligation, Description of Timing P7Y        
Machinery and Equipment [Member] | Minimum [Member]          
New Accounting Pronouncements or Change in Accounting Principle [Line Items]          
Property, Plant and Equipment, Useful Life     3 years    
Machinery and Equipment [Member] | Maximum [Member]          
New Accounting Pronouncements or Change in Accounting Principle [Line Items]          
Property, Plant and Equipment, Useful Life     10 years    
Service Life [Member] | Machinery and Equipment [Member]          
New Accounting Pronouncements or Change in Accounting Principle [Line Items]          
Depreciation and amortization $ 2.7        
Net income (loss) $ 2.1        
Net income (loss) $ 0.03        
Service Life [Member] | Machinery and Equipment [Member] | Minimum [Member]          
New Accounting Pronouncements or Change in Accounting Principle [Line Items]          
Property, Plant and Equipment, Useful Life 5 years        
Service Life [Member] | Machinery and Equipment [Member] | Maximum [Member]          
New Accounting Pronouncements or Change in Accounting Principle [Line Items]          
Property, Plant and Equipment, Useful Life 25 years        
Calculated under Revenue Guidance in Effect before Topic 606 [Member]          
New Accounting Pronouncements or Change in Accounting Principle [Line Items]          
Revenue, Net $ 431.4        
Gross profit 169.4        
Income (loss) before income taxes 68.1        
Net income (loss) 43.3        
Net Income (Loss) Attributable to Parent 43.5        
Retained earnings 600.4        
Other liabilities 189.2        
Difference between Revenue Guidance in Effect before and after Topic 606 [Member]          
New Accounting Pronouncements or Change in Accounting Principle [Line Items]          
Revenue, Net 0.1        
Gross profit 0.1        
Income (loss) before income taxes 0.1        
Net income (loss) 0.1        
Net Income (Loss) Attributable to Parent 0.1        
Retained earnings 3.3     $ 3.2  
Other liabilities $ (3.3)     $ (3.2)  

v3.8.0.1
Inventories (Details) - USD ($)
$ in Millions
Mar. 31, 2018
Dec. 31, 2017
Inventory Disclosure [Abstract]    
Raw materials $ 52.1 $ 48.8
In process 39.4 33.0
Finished products 138.8 124.7
Other 25.9 24.4
Total inventories $ 256.2 $ 230.9

v3.8.0.1
Debt - Components of Debt (Details) - USD ($)
$ in Millions
Mar. 31, 2018
Dec. 31, 2017
Debt Instrument [Line Items]    
Debt payable—unconsolidated affiliate $ 45.6 $ 42.4
Total debt 1,546.5 1,543.9
Debt payable within one year 14.8 20.1
Debt payable after one year $ 1,531.7 $ 1,523.8
Weighted average interest rates on total debt 4.80% 4.70%
5.125% Senior Notes, Due 2021    
Debt Instrument [Line Items]    
Interest rate (percent) 5.125% 5.125%
Unamortized discount and debt issuance costs $ 5.4 $ 5.8
Total debt 694.6 694.2
Term Loan B (USD)    
Debt Instrument [Line Items]    
Unamortized discount and debt issuance costs 4.1 4.3
Total debt $ 404.3 $ 404.1
5.625% Senior Notes, Due 2024    
Debt Instrument [Line Items]    
Interest rate (percent) 5.625% 5.625%
Unamortized discount and debt issuance costs $ 3.3 $ 3.5
Total debt 296.7 296.5
Term Loan B (EUR)    
Debt Instrument [Line Items]    
Unamortized discount and debt issuance costs 0.9 1.0
Total debt 98.4 94.0
Other borrowings    
Debt Instrument [Line Items]    
Total debt [1] $ 6.9 $ 12.7
[1] (1) Represents borrowings under various lines of credit and other borrowings, primarily by non-U.S. subsidiaries.

v3.8.0.1
Debt - Debt Maturity Schedule (Details) - USD ($)
$ in Millions
Mar. 31, 2018
Dec. 31, 2017
Maturities of Long-term Debt [Abstract]    
2018 $ 12.5  
2019 9.3  
2020 8.0  
2021 1,203.9  
2022 5.7  
Thereafter 307.1  
Total debt $ 1,546.5 $ 1,543.9

v3.8.0.1
Debt - Narrative (Details) - Revolving Credit Facility
Mar. 31, 2018
USD ($)
Debt Instrument [Line Items]  
Maximum Borrowing Capacity $ 300,000,000
Line of Credit Facility, Current Borrowing Capacity $ 267,300,000

v3.8.0.1
Fair Value Measurements and Risk - Carrying Amounts and Fair Values of Debt (Details) - USD ($)
$ in Millions
 3 Months Ended
Mar. 31, 2018
Mar. 31, 2017
Dec. 31, 2017
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]      
Total debt $ 1,546.5   $ 1,543.9
Fair Value      
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]      
Other borrowings 52.5   55.1
Total debt 1,573.0   1,608.5
Carrying Amount      
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]      
Other borrowings 52.5   55.1
Total debt 1,546.5   1,543.9
Term Loan B (USD)      
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]      
Unamortized discount and debt issuance costs 4.1   4.3
Term Loan B (USD) | Fair Value      
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]      
Total debt 403.8   409.7
Term Loan B (USD) | Carrying Amount      
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]      
Total debt [1] 404.3   404.1
Term Loan B (EUR)      
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]      
Unamortized discount and debt issuance costs 0.9   1.0
Term Loan B (EUR) | Fair Value      
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]      
Total debt 98.3   93.7
Term Loan B (EUR) | Carrying Amount      
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]      
Total debt [1] 98.4   94.0
5.125% Senior Notes, Due 2021      
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]      
Unamortized discount and debt issuance costs 5.4   5.8
Total debt $ 694.6   $ 694.2
Interest rate (percent) 5.125%   5.125%
5.125% Senior Notes, Due 2021 | Fair Value      
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]      
Total debt $ 712.8   $ 728.7
5.125% Senior Notes, Due 2021 | Carrying Amount      
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]      
Total debt [2] 694.6   694.2
5.625% Senior Notes, Due 2024      
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]      
Unamortized discount and debt issuance costs 3.3   3.5
Total debt $ 296.7   $ 296.5
Interest rate (percent) 5.625%   5.625%
5.625% Senior Notes, Due 2024 | Fair Value      
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]      
Total debt $ 305.6   $ 321.3
5.625% Senior Notes, Due 2024 | Carrying Amount      
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]      
Total debt [2] 296.7   $ 296.5
Net Investment Hedging      
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]      
Derivative Instruments, Gain (Loss) Reclassified from Accumulated OCI into Income, Effective Portion, Net $ 0.0 $ 0.0  
[1] (2)Carrying amounts are net of unamortized debt issuance costs and discounts of $4.1 million and $0.9 million as of March 31, 2018, and $4.3 million and $1.0 million as of December 31, 2017, related to the U.S. dollar term loan and euro term loan, respectively.
[2] (1)Carrying amounts are net of unamortized debt issuance costs of $5.4 million and $3.3 million as of March 31, 2018, and $5.8 million and $3.5 million as of December 31, 2017, related to the 5.125% senior notes due 2021 and 5.625% senior notes due 2024, respectively.

v3.8.0.1
Fair Value Measurements and Risk - Narrative (Details) - 3 months ended Mar. 31, 2018
€ in Millions
EUR (€)
Currency
country
USD ($)
Currency
country
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Number of countries in which entity operates | country 60 60
Number of currencies used | Currency 30 30
Maximum Remaining Maturity of Foreign Currency Derivatives 36 months  
Deferred intercompany royalties designated as hedging instrument € 28.1  
Term Loan B (EUR)    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Term loan principal designated as hedging instrument € 80.1  
Currency contracts    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Total contract value | $   $ 187,900,000
Interest rate swap    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Total contract value | $   $ 250,000,000
Fixed interest rate 2.393% 2.393%
Currency Swap [Member]    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Total contract value € 170.0  

v3.8.0.1
Fair Value Measurements and Risk - Financial Asset and Liabilities (Details) - USD ($)
$ in Millions
Mar. 31, 2018
Dec. 31, 2017
Assets    
Total Assets $ 3.2 $ 3.1
Liabilities    
Total Liabilities 41.5 25.6
Fair Value, Measurements, Recurring    
Assets    
Currency derivatives 2.6 3.1
Interest rate derivatives 0.6  
Total Assets 3.2 3.1
Liabilities    
Interest rate derivatives 0.2 1.8
Currency derivatives 41.3 23.8
Total Liabilities 41.5 25.6
Fair Value, Measurements, Recurring | Significant Other Observable Inputs (Level 2)    
Assets    
Currency derivatives 2.6 3.1
Interest rate derivatives 0.6  
Total Assets 3.2 3.1
Liabilities    
Interest rate derivatives 0.2 1.8
Currency derivatives 41.3 23.8
Total Liabilities $ 41.5 $ 25.6

v3.8.0.1
Fair Value Measurements and Risk - Derivative Instruments (Details) - USD ($)
$ in Millions
Mar. 31, 2018
Dec. 31, 2017
Asset Derivatives    
Total derivatives $ 3.2 $ 3.1
Liability Derivatives    
Total derivatives 41.5 25.6
Designated as Hedging Instrument | Other current assets    
Asset Derivatives    
Currency contracts 2.5 2.7
Interest rate contracts 0.0 0.0
Designated as Hedging Instrument | Other assets    
Asset Derivatives    
Currency contracts 0.0 0.0
Interest rate contracts 0.6 0.0
Designated as Hedging Instrument | Other current liabilities    
Liability Derivatives    
Currency contracts 4.4 1.4
Interest rate derivatives 0.2 1.3
Designated as Hedging Instrument | Other liabilities    
Liability Derivatives    
Currency contracts 35.8 22.2
Interest rate derivatives 0.0 0.5
Not Designated as Hedging Instrument | Other current assets    
Asset Derivatives    
Currency contracts 0.1 0.4
Not Designated as Hedging Instrument | Other current liabilities    
Liability Derivatives    
Currency contracts $ 1.1 $ 0.2

v3.8.0.1
Fair Value Measurements and Risk - Gain (Loss) on Derivative Instruments (Details) - USD ($)
$ in Millions
 3 Months Ended
Mar. 31, 2018
Mar. 31, 2017
Gains and losses on derivative instruments    
Interest expense and related financing costs $ 19.3 $ 19.5
Other (income) expense, net (0.3) (2.5)
Cash Flow Hedging    
Gains and losses on derivative instruments    
Amount of Gain (Loss) Recognized in OCI on Derivatives (5.1) 0.0
Amount of Gain (Loss) Reclassified from OCI into Income 6.3 0.9
Cash Flow Hedging | Interest rate contracts    
Gains and losses on derivative instruments    
Amount of Gain (Loss) Recognized in OCI on Derivatives 1.5 0.1
Cash Flow Hedging | Interest rate contracts | Interest expense    
Gains and losses on derivative instruments    
Amount of Gain (Loss) Reclassified from OCI into Income 0.2 0.9
Cash Flow Hedging | Currency contracts    
Gains and losses on derivative instruments    
Amount of Gain (Loss) Recognized in OCI on Derivatives (6.6) [1] (0.1)
Derivative instruments, Gain (Loss) Recognized in OCI, Amount Excluded from Effectiveness Testing, Net (0.8)  
Cash Flow Hedging | Currency contracts | Other expense    
Gains and losses on derivative instruments    
Amount of Gain (Loss) Reclassified from OCI into Income 6.1 0.0
Derivative Instruments, Gain (Loss) Recognized in Income, Ineffective Portion and Amount Excluded from Effectiveness Testing, Net $ 0.9 $ 0.0
[1] (1)Amount of gain (loss) recognized in OCI includes $(0.8) million excluded from the assessment of effectiveness for which the difference between changes in fair value and periodic amortization is recorded in OCI.

v3.8.0.1
Fair Value Measurements and Risk - Gain (Loss) on Nonderivative Instrument (Details) - Net Investment Hedging - USD ($)
$ in Millions
 3 Months Ended
Mar. 31, 2018
Mar. 31, 2017
Derivative Instruments, Gain (Loss) [Line Items]    
Derivative Instruments, Gain (Loss) Reclassified from Accumulated OCI into Income, Effective Portion, Net $ 0.0 $ 0.0
Nonderivative Instruments, Gain (Loss) Recognized in Other Comprehensive Income (Loss), Effective Portion, Net (6.1) (3.8)
Cross-currency swap [Member]    
Derivative Instruments, Gain (Loss) [Line Items]    
Amount of Gain (Loss) Recognized in OCI on Derivatives (11.3) (2.5)
Foreign currency denominated debt [Member]    
Derivative Instruments, Gain (Loss) [Line Items]    
Nonderivative Instruments, Gain (Loss) Recognized in Other Comprehensive Income (Loss), Effective Portion, Net (4.4) (2.3)
Foreign currency denominated deferred intercompany royalties [Member]    
Derivative Instruments, Gain (Loss) [Line Items]    
Nonderivative Instruments, Gain (Loss) Recognized in Other Comprehensive Income (Loss), Effective Portion, Net $ (1.7) $ (1.5)

v3.8.0.1
Income Taxes (Details) - USD ($)
$ in Millions
 3 Months Ended 12 Months Ended
Mar. 31, 2018
Mar. 31, 2017
Dec. 31, 2017
Income Tax Disclosure [Abstract]      
Provision for (benefit from) income taxes $ 24.8 $ 18.0  
Increase (Decrease) in Income Taxes 6.8    
Tax Cuts and Jobs Act of 2017 GILTI Provisional Tax Expense 5.9    
Other Tax Expense (Benefit) $ 1.6 $ 2.5  
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent 21.00%   35.00%

v3.8.0.1
Pension Plans and Other Postretirement Benefit Plans - Pension Plans and Other Postretirement Benefit (Details) - USD ($)
$ in Millions
 3 Months Ended
Jun. 30, 2018
Mar. 31, 2018
Dec. 31, 2017
Funded status of fully funded, underfunded, and unfunded pension plans:      
Underfunded and unfunded defined benefit pension plans   $ 516.0 $ 502.4
Pension liabilities included in other current liabilities   15.3 15.0
Net funded status   (531.3) (517.4)
Unfunded defined benefit pension plans [Member]      
Funded status of fully funded, underfunded, and unfunded pension plans:      
Underfunded and unfunded defined benefit pension plans   405.9 391.9
Underfunded defined benefit pension plans [Member]      
Funded status of fully funded, underfunded, and unfunded pension plans:      
Underfunded and unfunded defined benefit pension plans   $ 110.1 $ 110.5
Subsequent Event [Member]      
Pension plans and other postretirement benefit plans      
Defined Benefit Plan, Plan Assets, Contributions by Employer $ 50.0    

v3.8.0.1
Pension Plans and Other Postretirement Benefit Plans - Components of Net Periodic Benefit Cost (Income) (Details) - USD ($)
$ in Millions
 3 Months Ended
Mar. 31, 2018
Mar. 31, 2017
Defined contribution retirement plan    
Percentage that the employer contributes of employee contributions under 401(k) plan 100.00%  
Maximum percentage of employee compensation match by employer to defined contribution plan 6.00%  
Costs related to defined contribution retirement plan $ 2.8 $ 2.7
Foreign Plan [Member]    
Net Periodic Benefit Cost    
Service cost 2.4 2.0
Interest cost 1.3 1.0
Expected return on plan assets (0.3) (0.2)
Amortization of prior service credit 0.0 0.0
Net periodic benefit cost (income) 3.4 2.8
Domestic Plan [Member]    
Net Periodic Benefit Cost    
Service cost 4.8 4.3
Interest cost 10.3 10.5
Expected return on plan assets (14.5) (14.4)
Amortization of prior service credit (0.2) (0.1)
Net periodic benefit cost (income) $ 0.4 $ 0.3

v3.8.0.1
Other Balance Sheet Accounts (Details) - USD ($)
$ in Millions
Mar. 31, 2018
Dec. 31, 2017
Other Current Liabilities    
Accrued compensation $ 39.0 $ 60.7
Accrued interest 29.9 16.5
Deferred revenue 29.6 19.5
Environmental contingencies 22.4 23.5
Income taxes payable 17.9 12.2
Pension liabilities included in other current liabilities 15.3 15.0
Other accrued liabilities 79.4 70.4
Total Other Current Liabilities 233.5 217.8
Other Liabilities, Noncurrent [Abstract]    
Environmental contingencies 42.6 46.8
Liability to unconsolidated affiliate 38.5 32.7
Fair value of currency and interest rate contracts 35.8 22.7
Deferred revenue 17.1 14.9
Asset Retirement Obligation 9.6 10.4
Deferred income taxes 8.3 8.2
Postemployment liability 5.0 5.2
Other noncurrent liabilities 29.0 28.4
Other Liabilities, Noncurrent $ 185.9 $ 169.3

v3.8.0.1
Commitments and Contingent Liabilities - Asbestos-Related Liabilities (Details)
$ in Millions
 3 Months Ended
Mar. 31, 2018
USD ($)
payment
shares
Dec. 31, 2017
USD ($)
Feb. 03, 2017
USD ($)
Feb. 03, 2014
USD ($)
Other Commitments Chapter 11 [Abstract]        
ZAI PD account funding       $ 34.4
ZAI P D Account, Payment on Third Anniversary of Effective Date of Joint Plan     $ 30.0  
ZAI P D account, maximum number of contingent deferred payments | payment 10      
ZAI P D account, deferred payments, each year for twenty years $ 8.0      
Period in which ZAI PD contingent deferred payments will be made 20 years      
Minimum ZAI P D account assets for condition in relation to contingent obligation payments $ 10.0      
Frequency of PD trust payments 6 months      
Estimated annual expenses related to PD Trust $ 0.2      
Number of shares issuable under warrant (in shares) | shares 77,372,257      
Environmental remediation        
Estimated liability for environmental investigative and remediation costs $ 65.0 $ 70.3    
Vermiculite Related Matters [Member]        
Environmental remediation        
Estimated liability for environmental investigative and remediation costs 20.9 25.8    
Non-Vermiculite Related Matters [Member]        
Environmental remediation        
Estimated liability for environmental investigative and remediation costs $ 44.1 $ 44.5    

v3.8.0.1
Commitments and Contingent Liabilities - Financial Assurances (Details)
$ in Millions
Mar. 31, 2018
USD ($)
Financial Guarantee  
Financial assurances  
Gross financial assurances issued and outstanding $ 141.6
Surety Bonds [Member]  
Financial assurances  
Gross financial assurances issued and outstanding 67.8
Standby Letters of Credit [Member]  
Financial assurances  
Gross financial assurances issued and outstanding $ 73.8

v3.8.0.1
Restructuring Expenses and Repositioning Expenses - Narrative (Details) - USD ($)
$ in Millions
 3 Months Ended
Mar. 31, 2018
Mar. 31, 2017
Restructuring and Related Activities [Abstract]    
Repositioning expenses $ 4.6 $ (0.5)

v3.8.0.1
Restructuring Expenses and Repositioning Expenses - Expenses and Asset Impairments (Details) - USD ($)
$ in Millions
 3 Months Ended
Mar. 31, 2018
Mar. 31, 2017
Restructuring Cost and Reserve [Line Items]    
Restructuring expenses $ 1.0 $ 2.8
Grace Catalysts Technologies [Member]    
Restructuring Cost and Reserve [Line Items]    
Restructuring expenses 0.4 0.4
Grace Materials Technologies [Member]    
Restructuring Cost and Reserve [Line Items]    
Restructuring expenses 0.4 0.3
Corporate, Non-Segment [Member]    
Restructuring Cost and Reserve [Line Items]    
Restructuring expenses $ 0.2 $ 2.1

v3.8.0.1
Restructuring Expenses and Repositioning Expenses - Liability Rollforward (Details)
$ in Millions
 3 Months Ended
Mar. 31, 2018
USD ($)
Restructuring Reserve [Roll Forward]  
Balance, December 31, 2017 $ 6.7
Accruals for severance and other costs 1.4
Payments (2.8)
Balance, March 31, 2018 $ 5.3

v3.8.0.1
Other Expense (Income), net (Details) - USD ($)
$ in Millions
 3 Months Ended
Mar. 31, 2018
Mar. 31, 2017
Other Income and Expenses [Abstract]    
Net periodic benefit (income) cost other than service cost $ (3.4) $ (1.2)
Third-party acquisition-related costs 0.9 0.0
Chapter 11 expenses, net 0.5 0.9
Currency transaction effects (0.4) 0.5
Net (gain) loss on sales of investments and disposals of assets 0.4 0.4
Other miscellaneous (income) expense (0.3) (2.5)
Total other (income) expense, net $ (2.3) $ (1.9)

v3.8.0.1
Other Comprehensive Loss - OCI Components (Details) - USD ($)
$ in Millions
 3 Months Ended
Mar. 31, 2018
Mar. 31, 2017
Accumulated Defined Benefit Plans Adjustment, Net Prior Service Attributable to Parent [Member]    
Accumulated Other Comprehensive Income (Loss) [Line Items]    
Pre-Tax Amount $ (0.4) $ (0.6)
Tax Benefit/ (Expense) 0.1 0.2
After-Tax Amount (0.3) (0.4)
Defined Benefit Pension and Other Postretirement Plans    
Accumulated Other Comprehensive Income (Loss) [Line Items]    
Pre-Tax Amount 0.1 0.1
Tax Benefit/ (Expense) 0.0 0.0
After-Tax Amount 0.1 0.1
Accumulated Defined Benefit Plans Adjustment Attributable to Parent [Member]    
Accumulated Other Comprehensive Income (Loss) [Line Items]    
Pre-Tax Amount (0.3) (0.5)
Tax Benefit/ (Expense) 0.1 0.2
After-Tax Amount (0.2) (0.3)
Currency Translation Adjustments    
Accumulated Other Comprehensive Income (Loss) [Line Items]    
Pre-Tax Amount (20.8) (1.4)
Tax Benefit/ (Expense) 2.6 0.0
After-Tax Amount (18.2) (1.4)
Gain (Loss) from Hedging Activities    
Accumulated Other Comprehensive Income (Loss) [Line Items]    
Pre-Tax Amount 2.2 0.9
Tax Benefit/ (Expense) (0.4) (0.2)
After-Tax Amount 1.8 0.7
AOCI Attributable to Parent    
Accumulated Other Comprehensive Income (Loss) [Line Items]    
Pre-Tax Amount (18.9) (1.0)
Tax Benefit/ (Expense) 2.3 0.0
After-Tax Amount $ (16.6) $ (1.0)

v3.8.0.1
Other Comprehensive Loss - AOCI (Details) - USD ($)
$ in Millions
 3 Months Ended
Mar. 31, 2018
Mar. 31, 2017
AOCI Attributable to Parent, Net of Tax [Roll Forward]    
Beginning balance $ 263.3 $ 372.4
Total other comprehensive income (loss) (16.6) (1.0)
Ending balance 245.9 395.7
Defined Benefit Pension and Other Postretirement Plans    
AOCI Attributable to Parent, Net of Tax [Roll Forward]    
Beginning balance 0.9 2.2
Other comprehensive income (loss) before reclassifications 0.0 0.0
Amounts reclassified from accumulated other comprehensive income (loss) (0.2) (0.3)
Total other comprehensive income (loss) (0.2) (0.3)
Ending balance 0.7 1.9
Currency Translation Adjustments    
AOCI Attributable to Parent, Net of Tax [Roll Forward]    
Beginning balance 41.6 67.6
Other comprehensive income (loss) before reclassifications (18.2) (1.4)
Amounts reclassified from accumulated other comprehensive income (loss) 0.0 0.0
Total other comprehensive income (loss) (18.2) (1.4)
Ending balance 23.4 66.2
Gain (Loss) from Hedging Activities    
AOCI Attributable to Parent, Net of Tax [Roll Forward]    
Beginning balance (2.6) (3.4)
Other comprehensive income (loss) before reclassifications (5.4) 0.0
Amounts reclassified from accumulated other comprehensive income (loss) 7.2 0.7
Total other comprehensive income (loss) 1.8 0.7
Ending balance (0.8) (2.7)
AOCI Attributable to Parent    
AOCI Attributable to Parent, Net of Tax [Roll Forward]    
Beginning balance 39.9 66.4
Other comprehensive income (loss) before reclassifications (23.6) (1.4)
Amounts reclassified from accumulated other comprehensive income (loss) 7.0 0.4
Total other comprehensive income (loss) (16.6) (1.0)
Ending balance $ 23.3 $ 65.4

v3.8.0.1
Earnings Per Share (Details) - USD ($)
 3 Months Ended
Mar. 31, 2018
Mar. 31, 2017
Feb. 08, 2017
Feb. 05, 2015
Numerators        
Net income (loss) attributable to W. R. Grace & Co. shareholders $ 43,600,000 $ 42,900,000    
Denominators        
Weighted average common shares—basic calculation (in shares) 67,600,000 68,300,000    
Dilutive effect of employee stock options (in shares) 100,000 200,000    
Weighted average common shares—diluted calculation (in shares) 67,700,000 68,500,000    
Basic earnings per share attributable to W. R. Grace & Co. shareholders        
Basic earnings per share $ 0.64 $ 0.63    
Diluted earnings per share attributable to W. R. Grace & Co. shareholders        
Diluted earnings per share $ 0.64 $ 0.63    
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]        
Anti-dilutive options outstanding 1,700,000 1,400,000    
Stock Repurchase Program, Authorized Amount     $ 250,000,000 $ 500,000,000
Stock repurchased during period (in shares) 514,141 142,371    
Cash paid for repurchases of common stock $ 35,000,000 $ 10,000,000    
Stock Repurchase Program, Remaining Authorized Repurchase Amount $ 183,900,000      
Minimum [Member]        
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]        
Stock Repurchase Program, Period in Force 24 months      
Maximum [Member]        
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]        
Stock Repurchase Program, Period in Force 36 months      

v3.8.0.1
Operating Segment Information - Reportable Segment Data (Details)
$ in Millions
 3 Months Ended
Mar. 31, 2018
USD ($)
segment
Mar. 31, 2017
USD ($)
Operating segment information    
Number of Reportable Segments | segment 2  
Net Sales    
Net sales $ 431.5 $ 398.0
Adjusted EBIT    
Total 95.8 86.8
Reconciliation of operating segment data to financial statements    
(Costs) benefit related to legacy product, environmental and other claims 1.5 2.1
Restructuring and repositioning expenses 5.6 2.3
Pension MTM adjustment and other related costs, net 0.0 1.9
Income and expense items related to divested businesses 0.5 0.3
Third-party acquisition-related costs 0.9 0.0
Interest expense, net (18.9) (19.3)
Net income (loss) attributable to noncontrolling interests 0.2 0.0
Income (loss) before income taxes $ 68.2 60.9
Grace Catalysts Technologies [Member]    
Operating segment information    
Number of Reportable Segments | segment 1  
Number of operating segments | segment 2  
Net Sales    
Net sales $ 315.8 293.8
Adjusted EBIT    
Operating income 92.1 81.2
Grace Materials Technologies [Member]    
Net Sales    
Net sales 115.7 104.2 [1]
Adjusted EBIT    
Operating income 24.1 24.8
Corporate, Non-Segment [Member]    
Adjusted EBIT    
Operating income (16.6) (16.1)
Certain pension costs $ (3.8) $ (3.1)
[1] (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.

v3.8.0.1
Operating Segment Information - Geographic Area Data (Details) - USD ($)
$ in Millions
 3 Months Ended
Mar. 31, 2018
Mar. 31, 2017
Geographic Area Data    
Net sales $ 431.5 $ 398.0
United States    
Geographic Area Data    
Net sales 112.4 103.7
CANADA    
Geographic Area Data    
Net sales 13.6 12.0
Total North America    
Geographic Area Data    
Net sales 126.0 115.7
Europe Middle East Africa    
Geographic Area Data    
Net sales 178.7 148.7
Asia Pacific    
Geographic Area Data    
Net sales 100.2 99.9
Latin America    
Geographic Area Data    
Net sales $ 26.6 $ 33.7

v3.8.0.1
Unconsolidated Affiliate (Details) - USD ($)
 3 Months Ended
Mar. 31, 2018
Mar. 31, 2017
Dec. 31, 2017
Equity Method Investments and Joint Ventures [Abstract]      
Equity method investment ownership interest (percent) 50.00%    
Investment in unconsolidated affiliate $ 132,200,000   $ 125,900,000
Equity in earnings of unconsolidated affiliate 5,400,000 $ 7,000,000  
ART's assets, liabilities and results of operations      
Current assets 241,900,000   239,800,000
Noncurrent assets 100,900,000   91,500,000
Total assets 342,800,000   331,300,000
Current liabilities 81,500,000   82,400,000
Noncurrent liabilities 300,000   300,000
Total liabilities 81,800,000   82,700,000
Net sales 85,200,000 97,400,000  
Costs and expenses applicable to net sales 70,700,000 78,900,000  
Income before income taxes 11,300,000 14,200,000  
Net income 11,500,000 14,000,000  
Related Party Transactions [Abstract]      
Product manufactured for ART 51,900,000 51,400,000  
Mark-up on product manufactured for ART included as a reduction of Grace’s cost of goods sold 1,000,000 1,000,000  
Charges for fixed costs; research and development; selling, general and administrative services; and depreciation to ART 10,700,000 $ 10,400,000  
Investment in unconsolidated affiliates      
Accounts receivable 19,700,000   20,100,000
Noncurrent asset 38,500,000   32,700,000
Accounts payable 27,900,000   22,300,000
Debt payable within one year 8,900,000   8,600,000
Debt payable after one year 36,700,000   33,800,000
Liability to unconsolidated affiliate 38,500,000   32,700,000
Grace      
Investment in unconsolidated affiliates      
Line of credit facility, maximum provided by Grace and Chevron each $ 15,000,000.0    
Commitment fee on credit facility (as a percent) 0.10%    
Credit facility amount outstanding $ 0   $ 0
Chevron      
Investment in unconsolidated affiliates      
Line of credit facility, maximum provided by Grace and Chevron each $ 15,000,000.0    
Commitment fee on credit facility (as a percent) 0.10%    

v3.8.0.1
Acquisitions (Details) - USD ($)
$ in Millions
Mar. 31, 2018
Dec. 31, 2017
Business Acquisition [Line Items]    
Goodwill $ 405.2 $ 402.4

v3.8.0.1
Revenues Disaggregation of Revenue (Details)
$ in Millions
 3 Months Ended
Mar. 31, 2018
USD ($)
segment
Mar. 31, 2017
USD ($)
Disaggregation of Revenue [Line Items]    
Net sales $ 431.5 $ 398.0
Number of Reportable Segments | segment 2  
Total North America    
Disaggregation of Revenue [Line Items]    
Net sales $ 126.0 115.7
Europe Middle East Africa    
Disaggregation of Revenue [Line Items]    
Net sales 178.7 148.7
Asia Pacific    
Disaggregation of Revenue [Line Items]    
Net sales 100.2 99.9
Latin America    
Disaggregation of Revenue [Line Items]    
Net sales 26.6 33.7
Grace Catalysts Technologies [Member]    
Disaggregation of Revenue [Line Items]    
Net sales $ 315.8 293.8
Number of Reportable Segments | segment 1  
Grace Catalysts Technologies [Member] | Total North America    
Disaggregation of Revenue [Line Items]    
Net sales $ 102.1 89.4
Grace Catalysts Technologies [Member] | Europe Middle East Africa    
Disaggregation of Revenue [Line Items]    
Net sales 119.7 98.3
Grace Catalysts Technologies [Member] | Asia Pacific    
Disaggregation of Revenue [Line Items]    
Net sales 76.8 80.3
Grace Catalysts Technologies [Member] | Latin America    
Disaggregation of Revenue [Line Items]    
Net sales 17.2 25.8
Grace Catalysts Technologies [Member] | Refining Catalysts [Member]    
Disaggregation of Revenue [Line Items]    
Net sales 183.4 178.4
Grace Catalysts Technologies [Member] | Refining Catalysts [Member] | Total North America    
Disaggregation of Revenue [Line Items]    
Net sales 69.9 61.8
Grace Catalysts Technologies [Member] | Refining Catalysts [Member] | Europe Middle East Africa    
Disaggregation of Revenue [Line Items]    
Net sales 61.3 54.1
Grace Catalysts Technologies [Member] | Refining Catalysts [Member] | Asia Pacific    
Disaggregation of Revenue [Line Items]    
Net sales 38.8 41.7
Grace Catalysts Technologies [Member] | Refining Catalysts [Member] | Latin America    
Disaggregation of Revenue [Line Items]    
Net sales 13.4 20.8
Grace Catalysts Technologies [Member] | Polyolefin and Chemical Catalysts [Member]    
Disaggregation of Revenue [Line Items]    
Net sales 132.4 115.4
Grace Catalysts Technologies [Member] | Polyolefin and Chemical Catalysts [Member] | Total North America    
Disaggregation of Revenue [Line Items]    
Net sales 32.2 27.6
Grace Catalysts Technologies [Member] | Polyolefin and Chemical Catalysts [Member] | Europe Middle East Africa    
Disaggregation of Revenue [Line Items]    
Net sales 58.4 44.2
Grace Catalysts Technologies [Member] | Polyolefin and Chemical Catalysts [Member] | Asia Pacific    
Disaggregation of Revenue [Line Items]    
Net sales 38.0 38.6
Grace Catalysts Technologies [Member] | Polyolefin and Chemical Catalysts [Member] | Latin America    
Disaggregation of Revenue [Line Items]    
Net sales 3.8 5.0
Grace Materials Technologies [Member]    
Disaggregation of Revenue [Line Items]    
Net sales 115.7 104.2 [1]
Grace Materials Technologies [Member] | Total North America    
Disaggregation of Revenue [Line Items]    
Net sales 23.9 26.3 [1]
Grace Materials Technologies [Member] | Europe Middle East Africa    
Disaggregation of Revenue [Line Items]    
Net sales 59.0 50.4 [1]
Grace Materials Technologies [Member] | Asia Pacific    
Disaggregation of Revenue [Line Items]    
Net sales 23.4 19.6 [1]
Grace Materials Technologies [Member] | Latin America    
Disaggregation of Revenue [Line Items]    
Net sales 9.4 7.9 [1]
Grace Materials Technologies [Member] | Coatings [Member]    
Disaggregation of Revenue [Line Items]    
Net sales 41.7 35.1
Grace Materials Technologies [Member] | Coatings [Member] | Total North America    
Disaggregation of Revenue [Line Items]    
Net sales 7.1 7.0
Grace Materials Technologies [Member] | Coatings [Member] | Europe Middle East Africa    
Disaggregation of Revenue [Line Items]    
Net sales 20.5 16.6
Grace Materials Technologies [Member] | Coatings [Member] | Asia Pacific    
Disaggregation of Revenue [Line Items]    
Net sales 11.8 9.5
Grace Materials Technologies [Member] | Coatings [Member] | Latin America    
Disaggregation of Revenue [Line Items]    
Net sales 2.3 2.0
Grace Materials Technologies [Member] | Consumer/Pharma [Member]    
Disaggregation of Revenue [Line Items]    
Net sales 29.9 30.5
Grace Materials Technologies [Member] | Consumer/Pharma [Member] | Total North America    
Disaggregation of Revenue [Line Items]    
Net sales 7.7 10.3
Grace Materials Technologies [Member] | Consumer/Pharma [Member] | Europe Middle East Africa    
Disaggregation of Revenue [Line Items]    
Net sales 13.2 12.2
Grace Materials Technologies [Member] | Consumer/Pharma [Member] | Asia Pacific    
Disaggregation of Revenue [Line Items]    
Net sales 4.3 3.2
Grace Materials Technologies [Member] | Consumer/Pharma [Member] | Latin America    
Disaggregation of Revenue [Line Items]    
Net sales 4.7 4.8
Grace Materials Technologies [Member] | Chemical process [Member]    
Disaggregation of Revenue [Line Items]    
Net sales 37.7 33.9
Grace Materials Technologies [Member] | Chemical process [Member] | Total North America    
Disaggregation of Revenue [Line Items]    
Net sales 7.4 7.4
Grace Materials Technologies [Member] | Chemical process [Member] | Europe Middle East Africa    
Disaggregation of Revenue [Line Items]    
Net sales 20.8 18.6
Grace Materials Technologies [Member] | Chemical process [Member] | Asia Pacific    
Disaggregation of Revenue [Line Items]    
Net sales 7.2 6.8
Grace Materials Technologies [Member] | Chemical process [Member] | Latin America    
Disaggregation of Revenue [Line Items]    
Net sales 2.3 1.1
Grace Materials Technologies [Member] | Other materials [Member]    
Disaggregation of Revenue [Line Items]    
Net sales 6.4 4.7
Grace Materials Technologies [Member] | Other materials [Member] | Total North America    
Disaggregation of Revenue [Line Items]    
Net sales 1.7 1.6
Grace Materials Technologies [Member] | Other materials [Member] | Europe Middle East Africa    
Disaggregation of Revenue [Line Items]    
Net sales 4.5 3.0
Grace Materials Technologies [Member] | Other materials [Member] | Asia Pacific    
Disaggregation of Revenue [Line Items]    
Net sales 0.1 0.1
Grace Materials Technologies [Member] | Other materials [Member] | Latin America    
Disaggregation of Revenue [Line Items]    
Net sales $ 0.1 $ 0.0
[1] (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.

v3.8.0.1
Revenues Contract with Customers (Details) - USD ($)
$ in Millions
 3 Months Ended
Mar. 31, 2018
Jan. 01, 2018
Dec. 31, 2017
Deferred Revenue Arrangement [Line Items]      
Current $ 29.6   $ 19.5
Noncurrent 17.1   14.9
Total 46.7   34.4
Contract with Customer, Liability, Revenue Recognized 6.3    
Retained earnings $ 603.7   $ 573.1
Contract with Customer, Expected Timing of Satisfaction, Period 4 years    
Difference between Revenue Guidance in Effect before and after Topic 606 [Member]      
Deferred Revenue Arrangement [Line Items]      
Retained earnings $ 3.3 $ 3.2  

v3.8.0.1
Revenues Remaining Performance Obligations (Details)
$ in Millions
 3 Months Ended
Mar. 31, 2018
USD ($)
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]  
Revenue, Remaining Performance Obligation $ 103
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2018-04-01  
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]  
Revenue Remaining Performance Obligation Expected Timing of Satisfaction, Remaining of Fiscal Year 21.00%
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2019-01-01  
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]  
Revenue Remaining Performance Obligation Expected Timing of Satisfaction, in Year Two 28.00%
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-01-01  
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]  
Revenue Remaining Performance Obligation Expected Timing of Satisfaction, in Year Three 20.00%
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-01-01  
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]  
Revenue Remaining Performance Obligation Expected Timing of Satisfaction, After Year Three 31.00%
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: (nil)  
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]  
Revenue Remaining Performance Obligation Expected Timing of Satisfaction, Total Percentage 100.00%

v3.8.0.1
Subsequent Events (Details)
€ in Millions
 3 Months Ended
Jun. 30, 2018
USD ($)
Mar. 31, 2018
EUR (€)
Apr. 03, 2018
EUR (€)
Apr. 03, 2018
USD ($)
Mar. 31, 2018
USD ($)
Subsequent Event [Line Items]          
Subsequent Event, Date   Apr. 03, 2018      
Subsequent Event [Member]          
Subsequent Event [Line Items]          
Defined Benefit Plan, Plan Assets, Contributions by Employer $ 50,000,000        
Loss on early extinguishment of debt (5,000,000)        
Business acquired $ 421,000,000        
2025 Term Loan [Member] | Subsequent Event [Member]          
Subsequent Event [Line Items]          
Senior Notes       $ 950,000,000  
Debt instrument, Periodic Payment, Interest Rate     1.00% 1.00%  
Debt Instrument, Basis Spread on Variable Rate 1.75%        
2023 Revolving Credit Facility [Member] | Subsequent Event [Member]          
Subsequent Event [Line Items]          
Senior Notes       $ 400,000,000  
Debt Instrument, Basis Spread on Variable Rate 1.75%        
Interest rate swap          
Subsequent Event [Line Items]          
Derivative, Notional Amount         $ 250,000,000
Fixed interest rate   2.393%     2.393%
Interest rate swap | Subsequent Event [Member]          
Subsequent Event [Line Items]          
Derivative, Notional Amount       $ 100,000,000  
Fixed interest rate     2.775% 2.775%  
Currency Swap [Member]          
Subsequent Event [Line Items]          
Derivative, Notional Amount | €   € 170.0      
Currency Swap [Member] | Subsequent Event [Member]          
Subsequent Event [Line Items]          
Derivative, Notional Amount | €     € 490.0    
Fixed interest rate     2.0231% 2.0231%  
Currency Swap [Member] | Term Loan B (USD) | Subsequent Event [Member]          
Subsequent Event [Line Items]          
Senior Secured Credit Facilities to Fund Emergence       $ 600,000,000  

v3.8.0.1
Label Element Value
Retained Earnings [Member]  
Cumulative Effect of New Accounting Principle in Period of Adoption us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption $ 3,200,000