THOMSON REUTERS STREETEVENTS EDITED TRANSCRIPT GRA - W. R. Grace & Co Discussion of Deferred Payment Obligations Settlement

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1 THOMSON REUTERS STREETEVENTS EDITED TRANSCRIPT GRA - W. R. Grace & Co Discussion of Deferred Payment EVENT DATE/TIME: AUGUST 04, 2014 / 12:30PM GMT OVERVIEW: On 08/01/14, Co. announced settlement of its deferred payment obligations to PI Trust for $632m. 1

2 C O R P O R A T E P A R T I C I P A N TS Mark Sutherland W.R. Grace & Company - VP of IR Hudson La Force W.R. Grace & Company - SVP & CFO C O N F E R E N C E C A L L P A R T I C I P A N T S Brian Maguire Goldman Sachs - Analyst Mike Ritzenthaler Piper Jaffray & Co. - Analyst Jim Barrett CL King & Associates - Analyst P R E S E N T A T I O N Good day, ladies and gentlemen, and welcome to the W.R. Grace discussion of deferred payment obligation settlement conference call. At this time, all participants are in listen-only mode. Later in the call, we will conduct a question-and-answer session. ( Instructions) I would now like to turn the conference over to Mr. Mark Sutherland, Vice President of Investor Relations. Mark Sutherland - W.R. Grace & Company - VP of IR Thank you, Gwen. Hello, everyone, and thank you for joining us today, August 4, 2014 for a discussion of Grace's settlement agreement with the asbestos personal injury trust regarding our deferred payment obligations. Joining me on today's call is Hudson La Force, our Senior Vice President and Chief Financial Officer. At the conclusion of Hudson's remarks, we will open the phone lines for questions. An 8-K on this settlement agreement was filed at the close of business on Friday, August 1. A corresponding presentation is available on our website. To download copies, go to and click on the investor page. A link to the slide deck is available under the events navigation tab. As you know, some of our comments today will be forward-looking and are made under the Private Security Litigation Reform Act of Actual results may differ materially from those projected or implied due to a variety of factors. Please see our recent SEC filings for more details on the risks that could impact Grace's future operating results and financial conditions. Our comments on forward-looking statements apply both to the prepared remarks and to the Q&A. We want to remind everyone that this webcast contains time-sensitive information that is accurate only as of today. Any redistribution, retransmission, or reproduction of the call without Company consent is prohibited. With that, I will turn the call over to Hudson. Thank you, Mark. Thank you to everyone for joining us this morning. Friday afternoon, we'd announced the settlement of our deferred payment obligations to the PI trust for $632 million. We want to highlight a few key points of the settlement, and then we'll take your questions. First, we see this as a significant positive for Grace. We settled the DPO at a favorable discount rate, simplified our capital structure, and will save an estimated $239 million over the life of the DPO. The settlement also accelerates the tax benefits of the DPO adding $632 million to our NOL and extending our low cash tax rate to Our NOL now totals about $1.3 billion and will increase by another $490 million when we settle the warrant. In connection with the settlement, we are planning a $1 billion debt financing in September. This will provide the cash needed to settle the DPO, an additional $240 million needed to settle the warrant, and a small amount of additional liquidity. You will recall that we already have $250 million of liquidity in place for the warrant in 2

3 the form of a delayed draw term loan. We still think the most likely timing settling the warrant is February, We have not finally decided on the structure of the financing, but I would assume a cost of about 5% beginning in mid-september. We expect to launch the financing after Labor Day and can give you more specifics then. Pro forma for the financing, the DPO settlement, and the warrant settlement, our net debt and leverage will increase just slightly. On a pro forma basis, net debt will be just under $2 billion. Net leverage based on the midpoint of our 2014 adjusted EBITDA range will be about 2.5 times. Gross debt and gross leverage will be higher until we settle the warrant. Following the financing and the warrant settlement, we expect to have our revolver fully available. The settlement does not change adjusted EBIT but will change adjusted EPS this year and going forward. Assuming we settle the DPO in September, Q3 will include about $34 million of additional pretax costs related to the settlement. The biggest part of that is additional interest accretion to increase the book value of the DPO to the settlement value. Also included in that number is interest on the financing and some transaction costs. In Q4 and going forward, interest accretion on the DPO would be zero, and we'd have the interest on the financing. Let me answer one obvious question first, and then we'll open the call for your questions. Why $632 million? This amount represents the present value of the DPO as of October 31, updated for recent interest rates. Interest rates have decreased since we set the discount rate at emergence, and the present value of the DPO has increased accordingly. Okay. Let's take your questions. Q U E S T I O N A N D A N S W E R ( Instructions) Our first question comes from the line of Brian Maguire with Goldman Sachs. Please proceed. Thank you. Good morning. Hi Brian. Congratulations. Looks like a good settlement for all parties. Maybe you could just explain from the trust perspective, what kind of incentive they had do the settlement and what kind of negotiating or point of view that they came from? Well, I am not going to comment on the negotiations, Brian, but the trust had two objectives in doing this. One, when the trust was formed they had a highly concentrated portfolio, a significant exposure to Grace, and from a fiduciary perspective, they needed to diversify away from that exposure. And, because of the very long-term nature of the DPO, it was not a liquid instrument. And so, they also sought to monetize the DPO now to improve their liquidity. Great. Could you just comment if there has been any restrictions on your share repurchase authorization because of this? Or, if you expect any because of the debt offering coming up? 3

4 No. We expect to continue our share repurchase program as previously described. Okay. Great. Thanks very much. Our next question comes from the line of Mike Ritzenthaler with Piper Jaffray. Please proceed. Yes. Good morning. Just as a point of clarification since the agreement is dated in 3Q and the closing of the obligation termination is in 4Q, I just wanted to make sure there will be a DPO accretion charge on the 3Q P&L in addition to the $34 million charge. Yes, Mike. Good question. A couple points here. We have a deadline of settling this, which is October 31, but our intention is to execute the financing in September and settle in September, assuming everything goes as planned with the financing. And so based on that, what you will see in the third quarter is the accretion -- I will call it the normal accretion or the regular accretion that you would have seen anyway [of $40 million] (technical difficulty) plus that additional $34 million, which is the catch-up accretion plus a little bit for those two weeks we expect to have the financing in place, and some transaction costs. Okay. And then, if it does for whatever reason slip into the fourth quarter -- not expected, but if it does -- then we'll have the normal DPO accretion in 3Q and then in 4Q that will essentially evaporate with the interest? Yes, yes. That's right, Mike. Okay. Then just one quick follow-up then. On the $239 million in cash savings over the life of the DPO. That calculation, I am assuming it includes the effect on the cash tax rate going through 2021 as well as non-cash stock --. That's a pretax number. As you know, we have no US cash taxes through 2021, but after that point, we would become a taxpayer again. The $239 million is pretax to keep it apples and apples. 4

5 Okay. Perfect. Thank you. Our next question comes from Jim Barrett with CL King & Associates. Please proceed. Jim Barrett - CL King & Associates - Analyst Can you take us more specifically through the math relating to the cash savings of $239 million, is it all reflected due to the NOL and taxes? Sure. What we did is just compare two cash flow streams. The first one was the DPO cash flow stream, the $1.55 billion that would be paid from 2019 through And then, in comparison to that, we took the principle amount, the $632 million of the settlement, plus interest on that amount through 2033 and for the initial time period, we assume 10 years -- our base case with the financing is a 10-year financing. Jim Barrett - CL King & Associates - Analyst Okay. At this 5% rate. Then, using the forward treasury curve, we assumed a renewal or a refinancing interest rate for the remaining term of the DPO and calculated the cash interest on that. When you compared those two numbers, the difference or the advantage of the settlement was the $239 million. Jim Barrett - CL King & Associates - Analyst That's helpful, Hudson. Thank you very much. I would now like to turn the call back over to Mr. Mark Sutherland for closing remarks. Mark Sutherland - W.R. Grace & Company - VP of IR Thank you, Gwen. First off, I'd like to remind everyone that they can feel free to contact me at for any follow-up questions or clarification. Also, I'd like to provide two additional updates for Grace. The first is our conference schedule for the quarter. Next week on August 12, Chief Operating Officer, Greg Poling, will be presenting at the Jefferies Industrial Conference in New York. Greg's webcast presentation will be in the afternoon, and the meeting schedule is already set and very well subscribed. Then, on September 9, Hudson La Force, our CFO, will be at the KeyBanc Basic Materials conference in Boston. And also in September on the 16th, CEO Fred Festa will be at the Credit Suisse conference in New York. The next update pertains to some personal news which is my retirement from Grace later this month. Simply put, having celebrated what we call a milestone birthday earlier in the year, I looked at the calendar and determined it was time to start the so-called next chapter. It has been a privilege and a pleasure working not only with the Grace team but also with you all. As Hudson stated at our Investor Day, we sincerely appreciate our smart shareholders who help us think critically about our business, 5

6 and my interaction, whatever form that has taken, has been a highlight of that role. In closing, I'd just like to say thank you for your past personal support and your continuing interest in supporting Grace. Thank you., we will end the call now. Ladies and gentlemen, thank you for your participation in today's conference. This concludes the presentation. You may now disconnect. Have a wonderful day. D I S C L A I M E R Thomson Reuters reserves the right to make changes to documents, content, or other information on this web site without obligation to notify any person of such changes. In the conference calls upon which Event Transcripts are based, companies may make projections or other forward-looking statements regarding a variety of items. Such forward-looking statements are based upon current expectations and involve risks and uncertainties. Actual results may differ materially from those stated in any forwardlooking statement based on a number of important factors and risks, which are more specifically identified in the companies' most recent SEC filings. Although the companies may indicate and believe that the assumptions underlying the forward-looking statements are reasonable, any of the assumptions could prove inaccurate or incorrect and, therefore, there can be no assurance that the results contemplated in the forward-looking statements will be realized. THE INFORMATION CONTAINED IN EVENT TRANSCRIPTS IS A TEXTUAL REPRESENTATION OF THE APPLICABLE COMPANY'S CONFERENCE CALL AND WHILE EFFORTS ARE MADE TO PROVIDE AN ACCURATE TRANSCRIPTION, THERE MAY BE MATERIAL ERRORS, OMISSIONS, OR INACCURACIES IN THE REPORTING OF THE SUBSTANCE OF THE CONFERENCE CALLS. IN NO WAY DOES THOMSON REUTERS OR THE APPLICABLE COMPANY ASSUME ANY RESPONSIBILITY FOR ANY INVESTMENT OR OTHER DECISIONS MADE BASED UPON THE INFORMATION PROVIDED ON THIS WEB SITE OR IN ANY EVENT TRANSCRIPT. USERS ARE ADVISED TO REVIEW THE APPLICABLE COMPANY'S CONFERENCE CALL ITSELF AND THE APPLICABLE COMPANY'S SEC FILINGS BEFORE MAKING ANY INVESTMENT OR OTHER DECISIONS Thomson Reuters. All Rights Reserved. 6