-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, DyV2YAUzPlTokZVPdS5nc1SLfxPmkXeyALHhS0+BAZeEVh9ZDv+9a/Q6XXDPmEZV zVvXg+zsy1YAaizsNg2GBQ== 0001104659-07-086296.txt : 20071130 0001104659-07-086296.hdr.sgml : 20071130 20071130144013 ACCESSION NUMBER: 0001104659-07-086296 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 7 CONFORMED PERIOD OF REPORT: 20071130 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20071130 DATE AS OF CHANGE: 20071130 FILER: COMPANY DATA: COMPANY CONFORMED NAME: W R GRACE & CO CENTRAL INDEX KEY: 0001045309 STANDARD INDUSTRIAL CLASSIFICATION: CHEMICALS & ALLIED PRODUCTS [2800] IRS NUMBER: 650773649 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-13953 FILM NUMBER: 071277502 BUSINESS ADDRESS: STREET 1: 7500 GRACE DRIVE CITY: COLUMBIA STATE: MD ZIP: 21044 BUSINESS PHONE: 410 531 4000 MAIL ADDRESS: STREET 1: 7500 GRACE DRIVE CITY: COLUMBIA STATE: MD ZIP: 21044 FORMER COMPANY: FORMER CONFORMED NAME: GRACE SPECIALTY CHEMICALS INC DATE OF NAME CHANGE: 19970902 8-K 1 a07-29126_18k.htm 8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT PURSUANT

TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): November 30, 2007

W. R. GRACE & CO.

(Exact Name of Registrant as Specified in Its Charter)

Delaware

(State or Other Jurisdiction of Incorporation)


1-13953		65-0773649
(Commission File Number)		(IRS Employer Identification No.)

7500 Grace Drive
Columbia, Maryland		21044
(Address of Principal Executive Offices)		(Zip Code)

(410) 531-4000

(Registrant’s Telephone Number, Including Area Code)

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d - -2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

W. R. GRACE & CO.

FORM 8-K

CURRENT REPORT

Item 8.01. Other Events

Furnished as Exhibit 100 to this report are the following materials from W. R. Grace & Co.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2006, originally filed with the Securities and Exchange Commission on March 2, 2007 formatted in XBRL (eXtensible Business Reporting Language): (i) Consolidated Statements of Operations for the years ended December 31, 2006, 2005 and 2004, (ii) Consolidated Statements of Cash Flows for the years ended December 31, 2006, 2005 and 2004, (iii) Consolidated Balance Sheets as of December 31, 2006 and 2005, (iv) Consolidated Statements of Shareholders’ Equity (Deficit) for the years ended December 31, 2006, 2005 and 2004, and (v) Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, 2006, 2005 and 2004.

Users of this data are advised pursuant to Rule 401 of Regulation S-T that the financial information contained in the XBRL documents is unaudited and these are not the official publicly filed financial statements of W. R. Grace & Co. The purpose of submitting these XBRL formatted documents is to test the related format and technology and, as a result, investors should continue to rely on the official filed version of the furnished documents and not rely on this information in making investment decisions.

In accordance with Rule 402 of Regulation S-T, the information in this Current Report on Form 8-K, including the Exhibits, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement, filing or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such registration statement, filing or other document.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

Exhibit No.		Description
99		Report of Independent Registered Public Accounting Firm on XBRL-Related Documents

100.INS		XBRL Report Instance Document

100.LAB		XBRL Taxonomy Label Linkbase Document

100.SCH		XBRL Taxonomy Extension Schema Document

100.CAL		XBRL Taxonomy Calculation Linkbase Document

100.PRE		XBRL Taxonomy Presentation Linkbase Document

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed by the undersigned, thereunto duly authorized.

	W. R. GRACE & CO.
	(Registrant)

	By	/s/ ROBERT M. TAROLA
		Robert M. Tarola
		Senior Vice President and Chief Financial Officer

Dated: November 30, 2007

EX-99 2 a07-29126_1ex99.htm EX-99

Exhibit 99

Report of Independent Registered Public Accounting Firm on XBRL-Related Documents

To the Shareholders and Board of Directors of W. R. Grace & Co.:

We have examined the accompanying XBRL-Related Documents of W. R. Grace & Co. and its subsidiaries (the “Company”), presented as Exhibit 100 to the Company’s Current Report on Form 8-K dated November 30, 2007, which reflect the data presented in the consolidated balance sheets and the related consolidated statements of operations, of cash flows, of shareholders’ equity (deficit) and of comprehensive income (loss) included in Part II, Item 8 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2006. The Company’s management is responsible for the XBRL-Related Documents. Our responsibility is to express an opinion based on our examination.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets as of December 31, 2006 and 2005, and the related consolidated statements of operations, of cash flows and of shareholders’ equity (deficit) for the three years in the period ended December 31, 2006, and in our report dated March 1, 2007, we expressed an unqualified opinion thereon. In addition, our opinion included the following modification: “On April 2, 2001, the Company and substantially all of its domestic subsidiaries voluntarily filed for protection under Chapter 11 of the United States Bankruptcy Code, which raises substantial doubt about the Company’s ability to continue as a going concern in its present form.”

Our examination was conducted in accordance with the standards of the Public Company Accounting Oversight Board (United States) and, accordingly, included examining, on a test basis, evidence supporting the XBRL-Related Documents. Our examination also included evaluating the XBRL-Related Documents for conformity with the applicable XBRL taxonomies and specifications and the content and format requirements of the Securities and Exchange Commission. We believe that our examination provides a reasonable basis for our opinion.

In our opinion, the XBRL-Related Documents of W. R. Grace & Co. referred to above accurately reflect, in all material respects, the data presented in the consolidated balance sheets and the related consolidated statements of operations, of cash flows, of shareholders’ equity (deficit) and of comprehensive income (loss) included in Part II, Item 8 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2006, in conformity with the US GAAP - Commercial and Industrial Taxonomy, extensions specific to W. R. Grace & Co. (as included in Exhibit 100.SCH) and the XBRL Specifications (Version 2.1).

/s/ PricewaterhouseCoopers LLP

McLean, Virginia

November 30, 2007

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Treasury stock, at cost: shares: 2006 - 8,064,738; (2005 - 10,057,564)

10057564

Treasury stock, at cost: shares: 2006 - 8,064,738; (2005 - 10,057,564)

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EX-100.LAB 4 gra-20061231_lab.xml EX-100.LAB Selling, general and administrative expenses, exclusive of net pension expense and depreciation and amortization shown separately below Net sales Net income (loss) Provision for Income Taxes - Total Basic earnings (loss) per share Weighted average number of basic shares Diluted earnings (loss) per share Weighted average number of diluted shares Cost of goods sold, exclusive of depreciation and amortization shown separately below Costs incurred to produce goods for sale. May include direct materials, direct labor, overhead, and other. Excludes depreciation and amortization. Costs recognized as an expense related to defined benefit pension plans. Net pension expense Other (income) expense, net Income (loss) before income taxes and minority interest Chapter 11 expenses, net of interest income Expenses, realized gains and losses, and provisions for losses related to voluntary bankruptcy filing under Chapter 11 of the United States Bankruptcy Code, net of interest income earned on cash balances of filing entities. Income (loss) before Chapter 11 expenses, income taxes, and minority interest Income (loss) before Chapter 11 expenses, income taxes, and minority interest Cash and cash equivalents Inventories Deferred income taxes Other current assets Total Current Assets Other assets Estimated value of asbestos-related insurance based on recorded asbestos-related liability. Asbestos-related insurance Other current liabilities Total Current Liabilities Debt payable after one year Debt payable within one year Other liabilities Non-controlling equity interest in a subsidiary or joint venture partner in a variable interest entity (consolidated pursuant to FIN 46). Minority interest in consolidated entities Deferred income taxes Total Liabilities Not Subject to Compromise in Grace's Chapter 11 proceedings. Total Liabilities Not Subject to Compromise Pre-petition liabilities that are "subject to compromise" as a result of Chapter 11 bankruptcy proceedings, including fixed obligations, as well as estimates of costs related to contingent liabilities and accrued interest where applicable. Liabilities Subject to Compromise Total Liabilities Paid-in capital Accumulated deficit Accumulated other comprehensive income (loss) Total Shareholders' Equity (Deficit) Total Liabilities and Shareholders' Equity (Deficit) Total Assets Expenses, realized gains and losses, and provisions for losses related to voluntary bankruptcy filing under Chapter 11 of the United States Bankruptcy Code, net of interest income earned on cash balances of filing entities. Chapter 11 expenses, net of interest income Gain/(Loss) on Sale of Business Proceeds from sale of business Proceeds from sales of investments and disposals of assets Proceeds from sales of investments and disposals of assets Proceeds from exercise of stock options Net payments of loans secured by cash value of life insurance policies Net payment of loans secured by cash value of life insurance policies Fees paid under debtor-in-possession credit facility Fees paid under debtor-in-possession facility Net cash provided by (used for) financing activities Net cash provided by (used for) investing activities Deferred Income Taxes The portion of a subsidiary's or a joint venture partner's income (consolidated pursuant to FIN 46) attributable to the consolidating entity, net of taxes. Minority interest in consolidated entities The portion of a subsidiary's or a joint venture partner's income (consolidated pursuant to FIN 46) attributable to the consolidating entity, net of taxes. Minority interest in consolidated entities Interest accrued on pre-petition liabilities subject to compromise Interest accrued on pre-petition liabilities subject to compromise Net (gain) loss on sales of investments and disposals of assets Net (gain) loss on sales of investments and disposals of assets Costs recognized as an expense related to defined benefit pension plans. Net pension expense Cash contributions to funded defined benefit pension arrangements and payments to participants of unfunded defined benefit pension plans. Payments under defined benefit pension arrangements Earnings on corporate-owned life insurance policy assets less interest on policy loans. Net income from life insurance policies Payments under postretirement benefit plans other than pension plans. Payments under postretirement benefit plans Cash expenditures for environmental remediation Expenditures for environmental remediation Cash expenditures for retained obligations of divested businesses Expenditures for retained obligations of divested businesses Changes in working capital items (trade accounts receivable, inventories, and accounts payable), excluding effect of businesses acquired/divested and foreign currency translation. Working capital items (trade accounts receivable, inventories and accounts payable) Changes in other accruals and non-cash items, excluding effect of businesses acquired/divested. Other accruals and non-cash items Income taxes paid, net of refunds Income taxes paid, net of refunds Net cash provided by (used for) operating activities before Chapter 11 expenses and settlements Net cash provided by (used for) operating activities before Chapter 11 expenses and settlements Provision for uncollectible receivables Provision for uncollectible receivables Cash paid to resolve contingencies subject to compromise under Grace's Chapter 11 proceedings. Cash paid to resolve contingencies subject to Chapter 11 Cash paid for Chapter 11-related expenses Chapter 11 expenses paid Proceeds from Life Insurance policies Net (repayments) borrowings under credit arrangements Net (repayments) borrowings under credit arrangements Stock plan activity Other comprehensive income (loss) Changes in equity accounts resulting from the issuance or repurchase of common stock and/or treasury stock. Stock plan activity Increase/(Decrease) in Common Stock and Paid-in Capital Increase/(Decrease) in Common Stock and Paid-in Capital Common Stock and Paid-in Capital - Beginning Balance Common Stock and Paid-in Capital - Beginning Balance Changes in equity accounts resulting from the issuance or repurchase of common stock. Stock plan activity Common Stock and Paid-in Capital - Ending Balance Common Stock and Paid-in Capital - Ending Balance Comprehensive income (loss) determined in accordance with FAS130 Comprehensive income (loss) Cash value of life insurance policies, net of policy loans Unfunded defined benefit pension liability Loss on sale of business Loss on sale of business Depreciation and Amortization - Total Capital expenditures Research and development expenses Interest expense and related financing costs Provision for environmental remediation Depreciation and amortization Net cash provided by (used for) operating activities Businesses acquired, net of cash acquired Purchase of Life Insurance Policies Effect of currency exchange rate changes on cash and cash equivalents Accounts payable Expense - Total Accounts Payable - Trade Accumulated Deficit - Beginning Balance Premiums and interest paid on company-owned life insurance policies, net of death benefits received. Net investment in life insurance policies Deferred income taxes Accumulated Deficit - Ending Balance The increase or decrease in value of investments in foreign subsidiaries that have a functional currency other than the parent's functional currency, net of tax effects. Foreign currency translation adjustments The change in accumulated gains and losses from hedges that meet hedge criteria are generally recognized in current income when gains and losses on the hedged item are reported in current income. Net of tax effect. Gain (loss) from hedging activities, net of income taxes The net change in the cumulative amount for comprehensive income other than net income (loss) during an accounting period; including net changes in foreign currency translation adjustment, in fair value of cash flow hedges, and in minimum pension liability. Other comprehensive income (loss) The amount of expense charged against earnings by a company to write off the cost of fixed assets over their useful lives, giving consideration to wear and tear, obsolescence, and salvage value and/or the amount of expense charged against earnings by a company to write off the cost of intangible assets (a non-current asset). Depreciation and amortization Trade accounts receivable, gross Allowance for doubtful accounts Trade accounts receivable, net Properties and equipment, gross Accumulated depreciation and amortization Properties and equipment, net Income taxes payable Increase (decrease) in cash and cash equivalents Cash and cash equivalents, beginning of period Cash and cash equivalents, end of period Accumulated Other Comprehensive Income (Loss) - Beginning Balance Accumulated Other Comprehensive Income (Loss) - Ending Balance Total Shareholders' Equity (Deficit) - Beginning Balance Total Shareholders' Equity (Deficit) - Ending Balance Costs of goods sold plus operating and nonoperating expenses. Total costs and expenses Provision for all current and deferred income taxes. Benefit from (provision for) income taxes Provision for all current and deferred income taxes. (Benefit from) provision for income taxes Cash received as a result of the termination of company-owned life insurance policies. Proceeds from termination of life insurance policies Provision for asbestos-related litigation, net of insurance Provision for asbestos-related litigation, net of insurance Net gain from litigation settlement Net gain from litigation settlement Cash received from litigation settlement Cash received from litigation settlement Provision for asbestos-related litigation, net of insurance Provision for asbestos-related litigation, net of insurance Dividends paid to minority interests in consolidated entities Dividends paid to minority interests in consolidated entities The aggregate funded status of defined benefit pension plans that are overfunded Pension assets Pension liabilities The aggregate funded status of defined benefit pension plans that are unfunded or underfunded Adoption of FASB Statement No. 158 Adoption of FASB Statement No. 158 Additional Paid in Capital - Beginning Balance Common Stock - Value Treasury Stock Value - Beginning Balance Treasury Stock Value - Ending Balance Minimum pension liability adjustments, net of income taxes Treasury Stock Value EX-100.SCH 5 gra-20061231.xsd EX-100.SCH EX-100.CAL 6 gra-20061231_cal.xml EX-100.CAL EX-100.PRE 7 gra-20061231_pre.xml EX-100.PRE -----END PRIVACY-ENHANCED MESSAGE-----