W. R. Grace & Co. Settlement of PI Trust Deferred Payment Obligations

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1 W. R. Grace & Co. Settlement of PI Trust Deferred Payment Obligations August 4, 2014

2 Disclaimer Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995 This presentation contains forward-looking statements, that is, information related to future, not past, events. Such statements generally include the words believes, plans, intends, targets, will, expects, suggests, anticipates, outlook, continues or similar expressions. Forward-looking statements include, without limitation, expected financial positions; results of operations; cash flows; financing plans; business strategy; operating plans; capital and other expenditures; competitive positions; growth opportunities for existing products; benefits from new technology and cost reduction initiatives, plans and objectives; and markets for securities. For these statements, Grace claims the protection of the safe harbor for forwardlooking statements contained in the Private Securities Litigation Reform Act of Like other businesses, Grace is subject to risks and uncertainties that could cause its actual results to differ materially from its projections or that could cause other forward-looking statements to prove incorrect. Factors that could cause actual results to materially differ from those contained in the forward-looking statements include, without limitation: risks related to foreign operations, especially in emerging regions, the cost and availability of raw materials and energy, the effectiveness of its research and development and growth investments, acquisitions and divestitures of assets and gains and losses from dispositions, developments affecting Grace's funded and unfunded pension obligations, its legal and environmental proceedings, costs of compliance with environmental regulation and those additional factors set forth in Grace's most recent Annual Report on Form 10-K, 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 Reported results should not be considered as an indication of future performance. Readers are cautioned not to place undue reliance on Grace's projections and forward-looking statements, which speak only as the date thereof. Grace undertakes no obligation to publicly release any revision to the projections and forward-looking statements contained in this announcement, or to update them to reflect events or circumstances occurring after the date of this announcement..

3 Agreement reached with the Asbestos Personal Injury Trust to settle the Deferred Payment Obligations Background As part of the Joint Plan of Reorganization, Grace agreed to pay $1.55 billion to the Asbestos PI Trust via a series of deferred payments (PI DPO): $110 million per year for 5 years beginning in 2019 $100 million per year for 10 years beginning in 2024 Grace has recorded the liability on a present value basis: $593 million present value as of 7/31/14 $607 million present value as of 10/31/14 Both based on the 9.67% discount rate set at emergence Key elements of the PI DPO settlement agreement Grace will pay $632 million by October 31 to settle in full all obligations of the PI DPO Payment to be funded via debt financing planned for early September No change in leverage: debt equivalent to be replaced by debt No change to Property Damage Trust obligations: $30 million due in 2017

4 Implications of the PI DPO Settlement Agreement Economic Impact PI DPO settled at 9.2% discount rate compared with significantly lower financing cost Cash savings estimated at $239 million over the life of the PI DPO Earnings Impact In Q3: ~$34 million in incremental costs, primarily additional interest accretion due to the PV effect of lower interest rates since emergence Going forward: non-cash interest accretion at 9.67% replaced by cash interest expense at significantly lower rate Tax Impact Settlement payment of $632 million adds to Grace s NOL Extends Grace s projected low cash tax rate of 10-15% to mid-2021 Settlement agreement is a win-win Allows PI Trust to diversify their exposure to Grace and increase liquidity to pay claims Simplifies Grace capital structure at a favorable discount rate

5 For additional information, please visit or contact: J. Mark Sutherland Vice President, Investor Relations David Joseph Finance Manager, Investor Relations

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