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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; and 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;

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Hydroprocessing catalysts, most of which are marketed through our Advanced Refining Technologies LLC, or ART, joint venture with Chevron Products Company in which we hold a 50% economic interest, that are used in process reactors to upgrade heavy oils into lighter, more useful products by removing impurities such as nitrogen, sulfur and heavy metals, allowing less expensive feedstocks to be used in the petroleum refining process (ART is not consolidated in our financial statements, so ART's sales are excluded from our sales);

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Polyolefin catalysts and catalyst supports, 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; and

•	Gas-phase polypropylene process technology which provides our licensees with a reliable capability to manufacture polypropylene products for a broad array of end-use applications.

•	Silica-based engineered materials, including silica-based and silica-alumina-based materials, used in:

•	Coatings and print media applications, including functional additives that provide matting effects and corrosion protection for industrial and consumer coatings and media and paper products to enhance quality in ink jet coatings;

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•	Consumer applications, as a free-flow agent, carrier or processing aid in food and personal care products; as a toothpaste abrasive and thickener; and for the processing and stabilization of edible oils and beverages;

•	Industrial applications, such as tires and rubber, precision investment casting, refractory, insulating glass windows, biofuels, and drying applications, fulfilling various functions such as reinforcement, high temperature binding and moisture scavenging;

•	Pharmaceutical, life science and related applications including silica-based separation media, excipients and pharmaceutical intermediates; complementary purification products, chromatography consumables, and instruments; and CO2 adsorbents used in anesthesiology and mine safety applications; and

•	Packaging materials, including can and closure sealants used to seal and enhance the shelf life of can and bottle contents; coatings for cans and closures that prevent metal corrosion, protect package contents from the influence of metal and ensure proper adhesion of sealing compounds; and scavenging technologies designed to reduce off-taste and extend the shelf-life of packaged products.

•	Construction chemicals including concrete admixtures and fibers used to modify the rheology, improve the durability and enhance various other properties of concrete, mortar, masonry and other cementitious construction materials; and additives used in cement processing to improve energy efficiency in manufacturing, enhance the characteristics of finished cement and improve ease of use; and

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Building materials used in both new construction and renovation/repair projects. The products protect buildings and civil engineering structures from water, vapor and air penetration. The portfolio includes waterproofing membranes for commercial and residential buildings, specialty grouts for use in waterproofing and soil stabilization applications, air and vapor barriers, and other products to solve the specialized needs of preventative and repair applications.

•	invest in research and development activities, with the goal of introducing new high-performance, technically differentiated products and services and enhancing manufacturing processes and operations;

•	expand sales and manufacturing into emerging regions, including China, India, other economies in Asia, Eastern Europe, the Middle East and Latin America;

•	pursue selected acquisitions and alliances that complement our current product offerings or provide opportunities for faster penetration of desirable market or geographic segments; and

•	continue our commitment to process and productivity improvements and cost-management, such as rigorous controls on working capital and capital spending, integration of functional support services worldwide, and programs for improving operations and supply chain management.

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•	value-added products, technologies and services, sold at competitive prices;

•	customer service, including rapid response to changing customer needs;

•	technological leadership (resulting from investment in research and development and technical customer service); and

•	reliability of product and supply.

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*	Amounts are based on site remediation matters for which sufficient information is available to estimate remediation costs. We do not have sufficient information to estimate all of Grace's possible future remediation costs. As we receive new information, our estimate of remediation costs may change materially.

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•	commercial agreements may be more difficult to enforce and receivables more difficult to collect;

•	intellectual property rights may be more difficult to enforce;

•	increased shipping costs, disruptions in shipping or reduced availability of freight transportation;

•	we may have difficulty transferring our profits or capital from foreign operations to other countries where such funds could be more profitably deployed;

•	we may experience unexpected adverse changes in export duties, quotas and tariffs and difficulties in obtaining export licenses;

•	some foreign countries have adopted, and others may impose, additional withholding taxes or adopt other restrictions on foreign trade or investment, including currency exchange and capital controls;

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•	foreign governments may nationalize private enterprises;

•	our business and profitability in a particular country could be affected by political or economic repercussions on a domestic, country specific or global level from terrorist activities and the response to such activities;

•	we may be affected by unexpected adverse changes in foreign laws or regulatory requirements; and

•	unanticipated events, such as geopolitical changes, could adversely affect these operations.

•	long-term supply contracts;

•	contracts with customers that permit adjustments for changes in prices of commodity-based materials and energy;

•	forward buying programs that layer in our expected requirements systematically over time; and

•	limited use of financial instruments.

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•	reduce or delay planned capital expenditures, research and development spending or acquisitions;

•	obtain additional financing or restructure or refinance all or a portion of our debt on or before maturity;

•	sell assets or businesses; and

•	sell additional equity.

•	require us to dedicate a substantial portion of our cash to payments on our debt, thereby reducing the availability of cash to fund working capital, capital expenditures and other general operating requirements;

•	restrict us from making strategic acquisitions or taking advantage of favorable business opportunities;

•	limit our flexibility to plan for, or react to, changes in our business and the industries in which we operate, which may adversely affect our operating results and ability to meet our debt service obligations with respect to our outstanding debt; and

•	increase our vulnerability to adverse general economic and industry conditions, including recessions.

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•	the diversion of management's attention from our existing businesses to integrate the operations and personnel of the acquired or combined business or joint venture;

•	possible adverse effects on our operating results during the integration process;

•	failure of the acquired business to achieve expected operational objectives; and

•	our possible inability to achieve the intended objectives of the transaction.

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•	10 days after an acquiring person, comprised of an individual or group, has acquired beneficial ownership of 20% or more of the outstanding Grace common stock or

•	10 business days (or a later date fixed by the Board of Directors) after an acquiring person commences (or announces the intention to commence) a tender offer or exchange offer for beneficial ownership of 20% or more of the outstanding Grace common stock.

•	will initially entitle the holder to buy from Grace one hundredth of a share of the Grace Junior Participating Preferred Stock, at an exercise price of $100, subject to adjustment;

•	will entitle such holder to receive upon exercise, in lieu of shares of Grace junior preferred stock, that number of shares of Grace common stock having a market value of two times the exercise price of the right; and

•	may be exchanged by Grace for one share of Grace common stock or one hundredth of a share of Grace junior preferred stock, subject to adjustment.

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•

Performance Based Units-We revised our long-term incentive program, which was made up entirely of stock options in 2012, such that 50% of the award value is made up of shares of Grace common stock that are subject to both time-based and performance-based vesting criteria and 50% of the award value is made up of stock options. This change was made to provide a stronger link between Grace performance and executive pay.

•	Stock Ownership Guidelines-We implemented guidelines that Grace directors and certain Grace executives maintain an ownership position in Grace common stock that is a multiple of their cash retainer for Grace directors or pay for officers.

•	Director Compensation-We revised our director compensation program to better align pay with shareholder interests by eliminating meeting fees and including a recurring annual grant of Grace common stock as a portion of the annual retainer that was previously paid entirely in cash.

•	Adjusted Earnings Before Interest and Taxes (Adjusted EBIT) (weighted 75%) This metric is the primary performance measure for the AICP and has been over the past several years.

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Working Capital Days (weighted 25%) This metric measures the change in the average Working Capital Days for the three months ending December 31, 2013, from the average Working Capital Days for the prior year quarter. Working Capital Days is the sum of the average days that accounts receivable from sales are outstanding before collection and the average days inventory is held before sale less the average days accounts payable are outstanding before payment. This metric is designed to assess operational excellence and improvements in working capital management as Grace continues to integrate its operations on a global basis.

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•	base salary;

•	annual incentive compensation;

•	long-term incentive compensation;

•	employment agreements;

•	severance arrangements;

•	change-in-control agreements; and

•	any special or supplemental benefits not generally available to salaried employees.

•	participation in selected committee meetings;

•	preparation of market compensation data for executives and outside directors;

•	input on current market trends and practices; and

•	assessment of the competitiveness of our executive compensation.

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•	the individual's AICP target amount;

•	the funding of the AICP incentive pool based on our performance; and

•	the individual's personal performance.

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*	Adjusted to reflect Grace’s adoption of mark-to-market pension accounting in the 2013 fourth quarter as described in this Report in Item 8 (Financial Statements and Supplementary Data) in the Financial Supplement under Note 1 (Basis of Presentation and Summary of Significant Accounting and Financial Reporting Policies) to the Consolidated Financial Statements.

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•	the individual’s PBU target share amount;

•	the growth in our LTIP Adjusted EBIT over the three-year performance period; and

•	the value of Grace common stock on the payout date.

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(a)

Amounts reflect the aggregate grant date fair value of performance-based unit awards (in the “Stock Awards” column) and option awards (in the “Option Awards” column), in each case computed in accordance with FASB ASC Topic 718, "Compensation-Stock Compensation." In the case of performance-based units, the amounts shown in the Stock Awards column are based on the probable outcome of performance conditions, consistent with the estimate of aggregate compensation cost to be recognized over the service period determined as of the grant date under FASB ASC Topic 718, excluding the effect of estimated forfeitures. The values of the performance-based unit awards at the grant date if the highest level of performance conditions were to be achieved would be as follows: Mr. Festa - $3,699,984; Mr. La Force - $799,972; Mr. Poling - $1,499,985; Mr. Shelnitz - $550,076; and Ms. Wagoner - $449,965. The assumptions used to calculate the compensation expense reported for 2013 are described in this Report in Item 8 (Financial Statements and Supplementary Data) in the Financial Supplement under Note 18 (Stock Incentive Plans) to the Consolidated Financial Statements and are incorporated herein by reference.

(b)	The 2013 amount consists of payments that we expect to make in March 2014 pursuant to the 2013 Annual Incentive Compensation Plan (AICP). Since the 2010-2012 LTIP, for which a final payment was made in March 2013, we have not awarded cash LTIPs.

(c)

The 2013 amount consists of the aggregate change in the actuarial present value of the individual's accumulated benefit under the Grace Pension Plan and Grace Supplemental Executive Retirement Plan (SERP) from December 31, 2012, to December 31, 2013, assuming a 4.76% discount rate and retirement at age 62 with benefits payable on a straight life annuity basis and other assumptions used for financial reporting purposes under generally accepted accounting principles as described in this Report in Item 8 (Financial Statements and Supplementary Data) in the Financial Supplement under Note 11 (Pension Plans and Other Postretirement Benefits Plans) to the Consolidated Financial Statements as follows:

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(d)	The 2013 amount consists of the following:

*	Consists of our aggregate incremental cost of providing personal benefits if the aggregate amount of personal benefits provided to the individual equaled or exceeded $10,000.

**	Consists of personal use of Grace-provided aircraft, calculated based on personal-use flight hours as a percentage of total flight hours charged to Grace, ($49,673) and participation in the executive physical examination program ($2,120).

(a)	Actual payments pursuant to the 2013 AICP that we expect to pay in March 2014 have been determined and are reflected in the Summary Compensation Table.

(b)	Amounts are based upon base salary actually paid during 2013.

(c)	The number of performance-based units that are earned, if any, will be based on performance for fiscal years 2013 to 2015 and will be determined after the close of fiscal year 2015.

(d)	Options are exercisable in one-third increments on May 2, 2014, May 1, 2015 and May 2, 2016.

(e)	The exercise price was determined based on the average of the high and low trading prices of Grace common stock on the New York Stock Exchange on the grant date.

(f)	The grant date fair value is generally the amount that Grace would expense in its financial statements over the award's service period, but does not include a reduction for forfeitures.

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(a)

Market value of performance-based units that have not been earned is based on the December 31, 2013 closing market price of Grace common stock of $98.87 per share. The performance-based units will be earned or forfeited based on Grace performance from fiscal year 2013 through fiscal year 2015. Performance for fiscal year 2013 was at a level in excess of one-third of the performance threshold; therefore, the target amounts are shown.

(b)	Options are exercisable in one-third increments on May 2, 2014, May 1, 2015 and May 2, 2016.

(c)	Options are exercisable in one-third increments on June 28, 2013, June 28, 2014 and June 28, 2015.

(d)	Options are exercisable in one-third increments on May 4, 2012, May 3, 2013 and May 5, 2014.

(e)	Options are exercisable in one-third increments on November 2, 2012, November 1, 2013 and November 3, 2014.

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*

Amounts comprise the actuarial present value of the executive officer's accumulated benefit under the Pension Plan and SERP as of December 31, 2013, assuming a 4.76% discount rate and retirement at age 62 with benefits payable on a straight life annuity basis and other assumptions used for financial reporting purposes under generally accepted accounting principles as described in this Report in Item 8 (Financial Statements and Supplementary Data) in the Financial Supplement under Note 11 (Pension Plans and Other Postretirement Benefits Plans) to the Consolidated Financial Statements. The Pension Plan and SERP provide for a reduction in pension benefits to employees that elect early retirement ranging from a 17% reduction for retirement at age 55 to no reduction for retirement at age 62.

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(a)	Amount represents the increase in value of 9,420.8496 shares of Grace common stock held in the plan based on the closing prices of Grace common stock on December 31, 2012, of $67.23 and December 31, 2013, of $98.87. Amounts reflected are not included in the "Summary Compensation Table" because the earnings are not "above market."

(b)	Amount represents the value of 9,420.8496 shares of Grace common stock held in the plan based on the closing price of Grace common stock on December 31, 2013, of $98.87.

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(a)

Consists: (i) in the case of Mr. Festa, of minimum severance payments pursuant to his employment agreement as described below under "—Termination and Change-in-Control Arrangements—CEO Severance Arrangements;" and (ii) in the case of the other executive officers, minimum severance payments pursuant to severance agreements as described below under "—Termination and Change-in-Control Arrangements—Other Executive Officer Severance Arrangements." Amount excludes cash LTIP payments (in amounts set forth below in footnote (c)) and/or AICP payments that executive officers may receive in the discretion of the Compensation Committee as described below under "—Termination and Change-in-Control Arrangements."

(b)	Upon change-in-control, stock options immediately become fully vested and exercisable. Amount shown represents the in-the-money value of unvested stock options as of December 31, 2013.

(c)	Includes payments under the 2013-2015 Performance-based Units (PBUs) calculated as described below under "--Termination and Change-in-Control Arrangements--Long Term Incentive Program (PBU Awards)" under the assumption that the 2013 PBUs pay out at the target amount as follows:

(d)	Includes contractual payments pursuant to each executive's respective Change-in-Control Severance Agreement calculated under the assumption that no excise tax will apply as follows:

(e)

Includes the sum of payments under the Grace Executive Salary Protection Plan (ESPP) during the first year following death. Amount excludes AICP payments executive officers may receive under certain circumstances in the discretion of the Compensation Committee as described below under "—Termination and Change-in-Control Arrangements." During subsequent years after death until the specified termination year (reflecting the executive officer's age as of December 31, 2013), the sum of payments each year would be as follows:

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*	Payments terminate 10 years following death; provided however, if the executive officer is over age 55 at the time of death, the duration of payments is reduced.

(f)

Includes sum of payments under the Grace Executive Salary Protection Plan during the first year following disability, assuming the executive officer remains disabled for at least 12 consecutive months. Amounts reflect the offset of expected payments under Grace's long-term and short-term disability plans that are based, in part, on the duration of the executive officer's employment. Amount excludes AICP payments they may receive under certain circumstances in the discretion of the Compensation Committee as described below under "—Termination and Change-in-Control Arrangements—Annual Incentive Compensation Plan." During subsequent years after disability until the specified termination year or earlier death or end of disability, the sum of payments each year would be:

*	Due to the offset of expected payments under Grace's long-term and short-term disability plans, Grace expects that the other named executive officers would not receive any additional payments under the ESPP after the first year of disability.

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•	voluntary termination without the consent of the Compensation Committee;

•	retirement under a Grace retirement plan prior to age 62 without the consent of the Compensation Committee; or

•	termination for cause.

•	retirement under a Grace retirement plan either at or after age 62;

•	death or disability; or

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involuntary termination after a change in control of Grace ("change in control" means that a person beneficially owns 20% or more of the outstanding Grace common stock (but not if such ownership is the result of the sale of Grace common stock by Grace that has been approved by the Board or pursuant to a plan of reorganization that is confirmed and effective), the failure of Board-nominated directors to constitute a majority of any class of the Board of Directors, the occurrence of a corporate transaction in which the Grace shareholders immediately preceding such transaction do not own more than 50% of the combined voting power of the entity resulting from such transaction, or the liquidation or dissolution of Grace).

•	when employment terminates, if employment terminates voluntarily, without the consent of the Compensation Committee, or for cause;

•	three years after employment terminates, if employment terminates due to death or incapacity;

•	three years after employment terminates, if employment terminates due to retirement under a Grace retirement plan, provided the employee continues to serve Grace until the first installment of the stock option becomes exercisable; or

•	three months (subject to extension by the Compensation Committee for up to three years) after employment terminates, if employment terminates for another reason; provided however, if the holder dies or becomes incapacitated during the three-month period (or such longer period as the Compensation Committee approves) the option shall terminate three years after employment termination.

•	the acquisition of 20% or more of the outstanding Grace Common Stock (but not if such acquisition is the result of the sale of Grace common stock by Grace that has been approved by the Board);

•	the failure of Board-nominated directors to constitute a majority of any class of the Board of Directors;

•	the occurrence of a transaction in which the Grace shareholders immediately preceding such transaction do not own more than 50% of the combined voting power of the entity resulting from such transaction; or

•	the liquidation or dissolution of Grace.

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(a)	John F. Akers resigned from the Board of Directors and all committees effective January 17, 2014.

(b)

Amount consists of annual cash retainer in the amount of $80,000 and additional payments to: Mr. Akers and Mr. Quinn for serving as Chair of the Compensation Committee in the amounts of $5,000; Mr. Tomkins for serving as Chair of the Audit Committee in the amount of $15,000; and Mr. Steffen for serving as Chair of the Nominating and Governance Committee and Lead Independent Director in the amount of $30,000.

(c)	Grace paid an aggregate of $1,909 in premiums for business travel accident insurance coverage for all directors during 2013.

(d)	Consists of charitable contributions paid during 2013 to academic institutions at the request of the director pursuant to the Grace Foundation's Matching Grants Program.

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•	each person that we know is the beneficial owner of more than 5% of the outstanding shares of Grace common stock;

•	each current director;

•	each of the executive officers named in the Summary Compensation Table set forth in Item 11 above; and

•	all directors and all executive officers as a group.

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(W)	Shares covered by warrant exercisable in the event a tender offer, or other proposed transaction that would result in a change in control of the Grace, is announced.

(O)	Shares covered by stock options exercisable on or within 60 days after January 31, 2014.

(T)	Shares owned by trusts and other entities as to which the person has the power to direct voting and/or investment.

(1)	The address of each of our directors and executive officers is c/o Secretary, W. R. Grace & Co., 7500 Grace Drive, Columbia, MD 21044.

(2)	John F. Akers resigned from the Board of Directors and all committees effective January 17, 2014.

(3)	Except as otherwise indicated, to our knowledge, each individual, along with his or her spouse, has sole voting and investment power over the shares.

(4)	Based on 77,063,385 shares of Grace common stock outstanding on January 31, 2014.

(5)

The ownership information set forth is based in its entirety on material contained in a Schedule 13D filed with the SEC by the WRG Asbestos PI Trust (the “PI Trust”), the Trust Advisory Committee (the “TAC”) and Roger Frankel, the Asbestos PI Future Claimants’ Representative (the “FCR”) on February 11, 2014. The Trust is the holder of a warrant to acquire 10 million shares of Common Stock at an exercise price of $17.00 per share, expiring February 3, 2015 (the “PI Warrant”). Grace has entered into an agreement to settle the PI Warrant in cash on or prior to February 3, 2015. The settlement is terminable by the PI Trust in the event a tender offer, or other proposed transaction that would result in a change in control of Grace, is announced on or prior to February 3, 2015. In such event, the PI Warrant would be settled in shares of Common Stock. The PI Trust is administered through three trustees, Harry Huge, Lewis Sifford and Dean M. Trafelet. The TAC is a four member advisory committee made up of Russell W. Budd, John D. Cooney, Joseph F. Rice and Perry Weitz. The PI Trust (acting through its trustees) has sole investment power over the shares held by the PI Trust. Under its trust agreement, the PI Trust must obtain the consent of the TAC (acting through its members) and the FCR to vote shares held by the PI Trust solely for purposes of electing members of the Grace Board of Directors. For additional information regarding the PI Warrant and the warrant settlement, see disclosure provided in this Report in Item 8 (Financial Statements and Supplementary Data)

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(6)

The ownership information set forth is based in its entirety on material contained in a Schedule 13G/A filed with the SEC by Iridian Asset Management LLC ("Iridian"), David L. Cohen and Harold J. Levy on February 4, 2014. Iridian is majority owned by Arovid Associates LLC. Arovid is owned and controlled by the following: 12.5% by Mr. Cohen, 12.5% by Mr. Levy, 37.5% by LLMD LLC and 37.5% by ALHERO LLC. LLMD LLC is owned 1% by Mr. Cohen and 99% by a family trust controlled by Mr. Cohen. ALHERO LLC is owned 1% by Mr. Levy and 99% by a family trust controlled by Mr. Levy. Iridian has shared voting and investment power with respect to 4,774,915 shares held in accounts for which it serves as the investment adviser. Messrs. Cohen and Levy may be deemed to possess beneficial ownership of the shares of Common Stock beneficially owned by Iridian by virtue of their indirect controlling ownership of Iridian and having the shared voting and investment power over shares of Common Stock owned by Iridian as joint Chief Investment Officers of Iridian. Messrs. Cohen and Levy disclaim beneficial ownership of such shares.

(7)

The ownership information set forth is based in its entirety on material contained in a Schedule 13G filed with the SEC by The Vanguard Group, Inc. ("VGI") on February 12, 2014. VGI has sole voting power over 47,794 shares and sole and shared investment power over 4,096,435 and 42,894 shares, respectively. Vanguard Fiduciary Trust Company, a wholly-owned subsidiary of VGI, is the beneficial owner of 42,894 shares as a result of serving as investment manager of collective trust accounts. Vanguard Investments Australia, Ltd., a wholly-owned subsidiary of VGI, is the beneficial owner of 4,900 shares as a result of its serving as investment manager of Australian investment offerings.

(8)

The ownership information set forth is based in its entirety on material contained in a Schedule 13G filed with the SEC jointly by FMR LLC ("FMR") and Edward C. Johnson 3d ("Mr. Johnson") on February 14, 2014. FMR and Mr. Johnson have sole voting power with respect to 27,133 shares and sole investment power with respect to 4,080,235 shares. Mr. Johnson is Chairman of FMR and members of Mr. Johnson's family may be deemed a controlling group with respect to FMR due to their ownership of FMR voting shares and their entry into a voting agreement with respect to such shares. Fidelity Management & Research Company ("Fidelity") 245 Summer Street, Boston MA 02210 and Fidelity SelectCo, LLC (“SelectCo”) 1225 17th Street, Suite 1100, Denver, Colorado 80202 are each wholly-owned subsidiaries of FMR. Mr. Johnson and FMR, through its control of Fidelity and SelectCo, respectively, each has sole investment power over 2,866,650 shares and 1,181,370 shares owned by various investment companies for which Fidelity and SelectCo, respectively, serves as investment advisor. Strategic Advisors, Inc. ("SAI") 245 Summer Street, Boston MA 02210, is a wholly-owned subsidiary of FMR. Mr. Johnson and FMR, through its control of SAI, each has beneficial ownership of 1,624 shares owned by accounts managed by SAI. Pyramis Global Advisors, LLC ("PGA"), 900 Salem Street, Smithfield, Rhode Island 02917, is a wholly-owned indirect subsidiary of FMR. Mr. Johnson and FMR, through its control of PGA, each has sole investment power over 440 shares owned by accounts or funds advised by PGATC. Pyramis Global Advisors Trust Company ("PGATC"), 900 Salem Street, Smithfield, Rhode Island 02917, is a wholly-owned indirect subsidiary of FMR. Mr. Johnson and FMR, through its control of PGATC, each has sole investment power over 21,981 shares and sole voting power over 17,291 shares owned by institutional accounts managed by PGATC. Mr. Johnson is Chairman of FIL Limited ("FIL"), Pembroke Hall, 42 Crow Lane, Hamilton, Bermuda, and partnerships controlled predominantly by members of Mr. Johnson's family, or trusts for their benefit, own FIL shares representing between 25% and 50% of the total votes which may be cast by all holders of FIL voting stock. FMR and FIL disclaim that they are acting as a "group" for purposes of Section 13(d) under the Securities Exchange Act of 1934. FIL and various foreign-based subsidiaries provide investment advisory and management services to a number of non-U.S. investment companies and certain institutional investors. FIL is the beneficial owner of 8,170 shares.

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(1)

The 2000 Stock Incentive Plan was approved by stockholders at an annual meeting of Grace stockholders on May 10, 2000. The 2011 Stock Incentive Plan and the Amended and Restated 2011 Stock Incentive Plan were approved on behalf of Grace stockholders by the Official Committee of Equity Security Holders in the Grace Chapter 11 case and by the U.S. Bankruptcy Court for the District of Delaware on April 8, 2011 and April 16, 2013, respectively.

(2)

Under the 2000 Plan, there are 898,467 shares of Grace common stock to be issued upon the exercise of outstanding options, the weighted-average exercise price of outstanding options is $22.68 and no shares of Grace common stock are available for future issuance (excluding shares to be issued upon exercise of outstanding options). Under the 2011 Plan, there are 1,585,983 shares of Grace common stock to be issued upon the exercise of outstanding options, the weighted-average exercise price of outstanding options is $45.28 and no shares of Grace common stock are available for future issuance (excluding shares to be issued upon exercise of outstanding options). Under the Amended 2011 Plan, there are 399,252 shares of Grace common stock to be issued upon the exercise of outstanding options and 114,802 shares to be issued upon completion of the performance period for stock-settled performance-based unit awards (PBUs) (assuming the maximum number of shares are earned in respect of outstanding PBUs), the weighted-average exercise price of outstanding options is $76.70 and 269,506 shares of Grace common stock are available for future issuance (excluding shares to be issued upon exercise of outstanding options and completion of the performance period for PBUs).

(3)	The calculation of weighted-average exercise price does not take outstanding PBUs into account.

•	none of these directors, nor any member of their immediate families is (or at any time during the last three years was) a Grace executive officer or employee and none of these directors is an employee, and no member of their immediate families is an executive officer of any other entity with whom we do any material amount of business;

•	none of these directors or any member of their immediate families has, during the last three years, received more than $50,000 in direct compensation from Grace (other than director and committee fees); and

•	none of these directors serve, or within the last three years served, as an executive officer, director, trustee or fiduciary of any charitable organization to which we made any material charitable donation.

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•	Grace is a participant;

•	the amount involved exceeds $120,000; and

•	any related person, such as a Grace executive officer, director, director nominee, 5% stockholder or any of their respective family members, has a direct or indirect material interest.

•	the disinterested members of the Audit Committee, if the disinterested members of the Audit Committee constitute a majority of the members of the Audit Committee; or

•	the disinterested members of the Board.

*	For 2013, amounts are current estimates in respect of services received for which final invoices have not been submitted.

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•	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.

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*	Management contracts and compensatory plans, contracts or arrangements required to be filed as exhibits to this Report.

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*	By signing his name hereto, Mark A. Shelnitz is signing this document on behalf of each of the persons indicated above pursuant to powers of attorney duly executed by such persons and filed with the Securities and Exchange Commission.

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•	Contingent liabilities, which depend on an assessment of the probability of loss and an estimate of ultimate resolution cost, such as asbestos-related matters and litigation (see Note 2), income taxes (see Note 10), and environmental remediation (see Note 13);

•	Pension and postretirement liabilities that depend on assumptions regarding participant life spans, future inflation, discount rates and total returns on invested funds (see Note 11);

•	Realization values of net deferred tax assets, which depend on projections of future taxable income; and

•	Recoverability of goodwill, which depends on assumptions used to value reporting units, such as observable market inputs, projections of future cash flows and weighted average cost of capital.

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(1)	Includes only those items which relate to the change in accounting method to mark-to-market accounting.

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•	$557.7 million in cash from Grace (includes $464.1 million of cash from Grace and $93.6 million of cash from insurance proceeds that were held in escrow);

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•	A warrant to acquire 10 million shares of Company common stock at an exercise price of $17.00 per share, expiring one year after the Effective Date (the "PI Warrant") (this obligation is expected to be settled in cash with the PI Trust as discussed below);

•	Rights to all proceeds under all of Grace’s insurance policies that are available for payment of PI Claims;

•	$42.1 million in cash from a subsidiary of Fresenius AG, pursuant to the terms of a settlement agreement resolving asbestos-related, successor liability and fraudulent transfer claims against Fresenius; and

•	$856.8 million in cash and 18 million shares of Sealed Air Corporation common stock paid by Cryovac, Inc., a wholly owned subsidiary of Sealed Air, pursuant to the terms of a settlement agreement resolving asbestos-related, successor liability and fraudulent transfer claims against Cryovac and Sealed Air.

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(1)	As of December 31, 2013 and 2012, approximately $10.3 million and $10.1 million, respectively, of certain pension and postretirement benefit obligations subject to compromise have been presented in "other current liabilities" in the Consolidated Balance Sheets in accordance with ASC 715 "Compensation—Retirement Benefits".

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1.	Borrowings Under New Credit Agreements—Reflects $900 million of debt borrowed on the Effective Date. Cash proceeds were approximately $873 million after approximately $27 million of origination fees and other costs of the exit financing, including original issue discount.

2.

Consideration to the Asbestos Trusts—Reflects the transfer by Grace to the PI Trust and the PD Trust of (i) cash (including restricted cash) of approximately $512 million, (ii) the PI Deferred Payment Obligations, (iii) the PD Deferred Payment Obligation, (iv) the warrant, and (v) rights to proceeds from Grace's asbestos-related insurance coverage. See Note 2 for a discussion of this consideration. The related deferred income tax assets are reclassified from temporary differences to NOL carryforward.

3.

Payment of Remaining Pre-Petition Liabilities and Adjustment for Additional Expenses—Reflects the payment of pre-petition bank debt, drawn letters of credit, environmental settlements, income tax settlements, amounts due to vendors and other non-asbestos claims, accrued interest for certain of these items, and other emergence costs on the Effective Date. The related deferred income tax assets are reclassified from temporary differences to NOL carryforward. Also reflects approximately $12 million of emergence costs, which are assumed fully deductible for tax purposes.

4.

NOLs and Future Tax Deductions—Reflects U.S. Federal and state income tax deductions attributable to the payment of certain bankruptcy claims. U.S. Federal and state NOL carryforwards are assumed to increase to approximately $670 million (tax effected at approximately $252 million). In addition, under current U.S. Federal and state income tax law, future deductions are expected in the amount of $1,580 million when the deferred payments are made and $490 million when the warrant is settled.

5.

Reclassification of Liabilities Subject to Compromise—Reflects certain items that were classified as Liabilities Subject to Compromise as of December 31, 2013, and were not paid at emergence, which were reclassified to the appropriate liability accounts at emergence. This includes income tax contingencies, postretirement benefits, and environmental contingencies that will be paid as they come due after emergence.

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•	In April 2013, Grace acquired the assets of Chemind Construction Products, a privately held specialty manufacturer and distributor of waterproofing coatings technologies and materials for the design and construction industry.

•	In December 2013, Grace acquired the assets of the UNIPOL® Polypropylene Process Technology Licensing and Catalysts business of The Dow Chemical Company. The acquisition is complementary to Grace's specialty catalysts business and significantly enhances the company’s position as a leading supplier of polyolefin catalysts and technologies.

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(1)	Represents borrowings under various lines of credit and other borrowings, primarily by non-U.S. subsidiaries. At December 31, 2013, the fair value of Grace's debt payable within one year not subject to compromise approximated the recorded value of $76.6 million.

(2)	At December 31, 2013, the carrying value of Grace's bank debt subject to compromise plus interest was $1,137.8 million. The estimated fair value of the bank debt approximates the carrying value and is estimated using Level 2 inputs. These amounts were paid in full on February 3, 2014.

(3)

Under bank revolving credit agreements in effect prior to the Filing, Grace could borrow up to $500 million at interest rates based upon the prevailing prime, federal funds and/or Eurodollar rates. Of that amount, $250 million was available under short-term facilities that expired in May 2001, and $250 million was available under a long-term facility that expired in May 2003. As a result of the Filing, Grace was not permitted to make payments under the bank revolving credit agreements, and accordingly, the balance as of the Filing Date was reclassified to debt subject to compromise in the Consolidated Balance Sheets.

(4)	On December 31, 2013, Grace entered into an agreement to settle the final appeal pending in its Chapter 11 bankruptcy with the holders of the company’s pre-petition bank debt (the “Bank Lenders”). The settlement calls for Grace to pay the Bank Lenders $129.0 million, plus interest from December 31, 2013, in addition to the distributions provided in the Joint Plan.

(5)	Amounts drawn on letters of credit pursuant to settled but unpaid claims.

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(a)	a $400 million revolving credit facility due in 2019, with interest at LIBOR +175 bps;

(b)	a $700 million term loan due in 2021, with interest at LIBOR +225 bps with a 75 bps floor;

(c)	a €150 million term loan due in 2021 with interest at EURIBOR +250 bps with a 75 bps floor; and

(d)	a $250 million delayed draw term loan facility available for 12 months, with amounts drawn due in 2021, with interest at LIBOR +225 bps with a 75 bps floor.

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(1)

On November 3, 2011, Grace received notice from the Canadian Revenue Agency that they had completed a review of Grace's Canadian transfer pricing for the years 2002, 2003, and 2004. As a result, Grace reversed $10.6 million of uncertain tax positions because they were effectively settled pursuant to ASC 740-10-25. A tax matter is effectively settled through examination when the taxing authority has completed an examination; the entity does not intend to appeal or litigate any aspect of a particular tax position for the completed examination; and based on a tax authority's widely understood policy, the entity considers it remote that the taxing authority would subsequently examine or reexamine any of the positions once the examination process is completed.

(2)	In 2011, $6.7 million of uncertain tax positions representing pre-petition federal and state settlements were reclassified to income taxes payable.

(3)	In 2012, $1.0 million of uncertain tax positions representing withholding taxes due were paid as a result of the completion of Grace's Canadian audit for the years 2002, 2003, and 2004.

(4)	In 2013, $9.6 million of uncertain tax positions representing agreed adjustments resulting from the 2007-2009 IRS examination were reclassified to income taxes payable.

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(1)	Includes federal, state, provincial or local jurisdictions, as applicable.

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(1)	Plans intended to be advance-funded.

(2)	Plans intended to be pay-as-you-go.

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(1)

Effective January 1, 2008, lump sum distributions from certain U.S. qualified pension plans were restricted based on the provisions of the Pension Protection Act of 2006 (the "Act"). The Act prohibited the distribution of lump sums to retiring participants while the Company was operating under Chapter 11 of the U.S. Bankruptcy Code and when the plan was less than 100% funded. After emergence from Chapter 11, the plan is permitted to distribute lump sums to retiring participants under the Act when the plan is at least 80% funded.

(2)	Non-U.S. estimated benefit payments for 2014 and future periods have been translated at the applicable December 31, 2013, exchange rates.

(3)	Includes approximately $28 million of benefit payments from nonqualified plans that were previously restricted by the Bankruptcy Court while the Company was in Chapter 11 and are expected to be paid in 2014.

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•	Liability hedging portfolio: primarily invested in intermediate-term and long-term investment grade corporate bonds in actively managed strategies.

•	Growth portfolio: invested in a diversified set of assets designed to deliver performance in excess of the underlying liabilities with controls regarding the level of risk.

•	U.S. equity securities: the portfolio contains domestic equities that are passively managed to the S&P 500 and Russell 2000 benchmark and an allocation to an active portfolio benchmarked to the Russell 2000.

•	Non-U.S. equity securities: the portfolio contains non-U.S. equities in an actively managed strategy. Currency futures and forward contracts may be held for the sole purpose of hedging existing currency risk in the portfolio.

•

Other investments: may include (a) high yield bonds: fixed income portfolio of securities below investment grade including up to 30% of the portfolio in non-U.S. issuers; and (b) global real estate securities: portfolio of diversified REIT and other liquid real estate related securities. These portfolios combine income generation and capital appreciation opportunities from developed markets globally.

•	Liquidity portfolio: invested in short-term assets intended to pay periodic plan benefits and expenses.

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•

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 generally does not establish a liability for product warranty based on a percentage of sales or other formula. Grace accrues a warranty liability on a transaction-specific basis depending on the individual facts and circumstances related to each sale. Both the liability and annual expense related to product warranties are immaterial to the Consolidated Financial Statements.

•	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 of a former business unit or product line in which Grace has agreed to indemnify the buyer against liabilities arising prior to the closing of the transaction, including environmental 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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(1)	The retrospective application of the change in method of accounting relating to our global defined benefit pension plans in fourth quarter 2013, resulted in first quarter 2013 decrease to Gross profit of $4.8 million, and increases to Net income of $6.2 million, Basic earnings per share of $0.08 and Diluted earnings per share of $0.08.

(2)	The retrospective application of the change in method of accounting relating to our global defined benefit pension plans in fourth quarter 2013, resulted in second quarter 2013 decrease to Gross profit of $2.4 million, and increases to Net income of $7.5 million, Basic earnings per share of $0.10 and Diluted earnings per share of $0.10.

(3)	The retrospective application of the change in method of accounting relating to our global defined benefit pension plans in fourth quarter 2013, resulted in third quarter 2013 decrease to Gross profit of $2.3 million, and increases to Net income of $7.6 million, Basic earnings per share of $0.10 and Diluted earnings per share of $0.10.

(4)	Per share results for the four quarters may differ from full-year per share results, as a separate computation of the weighted average number of shares outstanding is made for each quarter presented.

(5)	Principal market: New York Stock Exchange.

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(1)	The retrospective application of the change in method of accounting relating to our global defined benefit pension plans in fourth quarter 2013, resulted in first quarter 2012 decrease to Gross profit of $4.6 million, and increases to Net income of $5.9 million, Basic earnings per share of $0.08 and Diluted earnings per share of $0.08.

(2)	The retrospective application of the change in method of accounting relating to our global defined benefit pension plans in fourth quarter 2013, resulted in second quarter 2012 decrease to Gross profit of $2.7 million, and increases to Net income of $6.1 million, Basic earnings per share of $0.08 and Diluted earnings per share of $0.08.

(3)	The retrospective application of the change in method of accounting relating to our global defined benefit pension plans in fourth quarter 2013, resulted in third quarter 2012 decrease to Gross profit of $2.6 million, and increases to Net income of $6.6 million, Basic earnings per share of $0.09 and Diluted earnings per share of $0.09.

(4)	The retrospective application of the change in method of accounting relating to our global defined benefit pension plans in fourth quarter 2013, resulted in a fourth quarter 2012 decreases to Gross profit of $42.0 million,, Net income of $72.7 million, Basic earnings per share of $0.96 and Diluted earnings per share of $0.96.

(5)	Per share results for the four quarters may differ from full-year per share results, as a separate computation of the weighted average number of shares outstanding is made for each quarter presented.

(6)	Principal market: New York Stock Exchange.

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(1)	Certain prior-year amounts have been reclassified to conform to the 2013 presentation.

(2)	Amounts have been revised as a result of our fourth quarter change to mark-to-market pension accounting. See Note 1 to the Consolidated Financial Statements for more information.

(3)	Adjustments related to our asbestos-related liability, Chapter 11, and pension mark-to-market accounting are included in and affect the period-to-period comparability of Income before income taxes. See Note 20 to the Consolidated Financial Statements for a detail of these items.

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•	Net sales decreased 3.0% to $3,060.7 million, as improved base pricing and higher sales volumes were offset by lower rare earth surcharges and unfavorable currency translation.

•	Segment Gross Margin increased 10 basis points to 37.1%.

•	Adjusted EBIT decreased 1.3% to $550.8 million.

•	Grace net income increased to $256.1 million or $3.30 per diluted share primarily due to a favorable mark-to-market pension adjustment in 2013 compared with an unfavorable adjustment in the prior year, and a reduction in the amount of asbestos and bankruptcy-related charges, partially offset by a $129.0 million charge in 2013 related to the default interest settlement.

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(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, Materials Technologies, and Construction Products 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.

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(A)

During the bankruptcy, we had significant intercompany loans between our non-U.S. subsidiaries and our U.S. debtor subsidiaries that were not related to our operating activities. In addition, we accumulated significant cash during bankruptcy. Accordingly, income and expense items related to the intercompany loans and the cash balances are categorized as costs related to Chapter 11. These intercompany loans were paid in full when we emerged from bankruptcy, and the excess cash balances were used to fund a significant portion of our emergence from bankruptcy.

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(a)	a $400 million revolving credit facility due in 2019, with interest at LIBOR +175 bps;

(b)	a $700 million term loan due in 2021, with interest at LIBOR +225 bps with a 75 bps floor;

(c)	a €150 million term loan due in 2021 with interest at EURIBOR +250 bps with a 75 bps floor; and

(d)	a $250 million delayed draw term loan facility available for 12 months, with amounts drawn due in 2021, with interest at LIBOR +225 bps with a 75 bps floor.

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(A)	Cash collateral related to these facilities is included in restricted cash in the Consolidated Balance Sheets.

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(1)	Excludes liabilities subject to compromise, which were paid as described in Note 2 to the Consolidated Financial Statements. Also excludes debt borrowed on February 3, 2014, in conjunction with our exit from bankruptcy, and the interest thereon, as described in Note 8 to the Consolidated Financial Statements.

(2)	Amounts do not include open purchase commitments, which are routine in nature and normally settle within 90 days, or obligations to employees under annual or long-term incentive programs.

(3)	Based on the U.S. qualified pension plans' status as of December 31, 2013, minimum funding requirements under ERISA have been estimated for the next five years. Amounts in subsequent years or additional payments have not yet been included.

(4)	Based on the non-U.S. pension plans' status as of December 31, 2013, funding requirements have been estimated for the next five years. Amounts in subsequent years have not yet been determined.

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(1)	Plans intended to be advance-funded.

(2)	Plans intended to be pay-as-you-go.

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(1)	Various miscellaneous adjustments against reserves and effects of currency translation.

(2)

The valuation allowance decreased $22.5 million from December 31, 2012, to December 31, 2013. In the 2013 fourth quarter, Grace determined that it is more likely than not that its deductions generated at emergence will be used before their expiration. Accordingly, Grace recorded a $24.4 million release of its valuation allowance on its state deferred tax assets. Further decreases in Grace’s deferred tax assets resulted from the utilization and expiration of state net operating losses ("NOLs") in the current year, and the reduction of NOLs resulting from prior-year adjustments to taxable income. These decreases were partially offset by the recording of valuation allowance on deferred tax assets associated with certain U.S. federal foreign tax credits. The reduction in the valuation allowance during 2012 related in part to a $44.0 million release of the valuation allowance as Grace determined that it is more likely than not that a substantial portion of its state net operating losses will be used before their expiration; the remainder of the release related to the utilization and expiration of state net operating losses in the current year, and the reduction of net operating losses resulting from prior-year adjustments made to income by the Internal Revenue Service. The reduction in 2011 primarily related to the utilization and expiration of state net operating losses.

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(1)	Grace did not have preferred stock from 2009 through 2013.

(2)	The 2012 ratio of earnings to fixed charges is below a one-to-one ratio. An additional $33.9 million in earnings would be needed to attain a one-to-one ratio.

(3)	Amounts have been revised as a result of our fourth quarter change to mark-to-market pension accounting. See Note 1 to the Consolidated Financial Statements for more information.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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