Item 2.02. Results of Operations and Financial Condition.




On October 28, 2020, W. R. Grace & Co. issued a press release announcing its
financial results for the quarter ended September 30, 2020. A copy of the press
release is attached as Exhibit 99.1 to this Report and is incorporated herein by
reference. This information shall not be deemed "filed" for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), or incorporated by reference in any filing under the Exchange Act, or in
any filing under the Securities Act of 1933, as amended, except as shall be
expressly set forth by specific reference in such a filing.
Forward-looking statements
This report and the exhibits hereto contain 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, statements regarding
future: financial positions; results of operations; cash flows; financing plans;
business strategy; operating plans; capital and other expenditures; impact of
COVID-19 on Grace's business; competitive positions; growth opportunities for
existing products; benefits from new technology; benefits from cost reduction
initiatives; succession planning; and markets for securities. For these
statements, Grace claims the protections of the safe harbor for forward-looking
statements contained in Section 27A of the Securities Act and Section 21E of the
Exchange Act. Grace is subject to risks and uncertainties that could cause
actual results or events to differ materially from its projections or that could
cause other forward-looking statements to prove incorrect. Factors that could
cause actual results or events to differ materially from those contained in the
forward-looking statements include, without limitation: risks related to foreign
operations, especially in areas of active conflicts and in emerging regions; the
costs and availability of raw materials, energy and transportation; the
effectiveness of Grace's research and development and growth investments;
acquisitions and divestitures of assets and businesses; developments affecting
Grace's outstanding indebtedness; developments affecting Grace's pension
obligations; legacy matters (including product, environmental, and other legacy
liabilities) relating to past activities of Grace; its legal and environmental
proceedings; environmental compliance costs (including existing and potential
laws and regulations pertaining to climate change); the inability to establish
or maintain certain business relationships; the inability to hire or retain key
personnel; natural disasters such as storms and floods; fires and force majeure
events; the economics of our customers' industries, including the petroleum
refining, petrochemicals, and plastics industries, and shifting consumer
preferences; public health and safety concerns, including pandemics and
quarantines; changes in tax laws and regulations; international trade disputes,
tariffs, and sanctions; the potential effects of cyberattacks; and those
additional factors set forth in Grace's most recent Annual Report on Form 10-K,
quarterly reports on Form 10-Q, and current reports on Form 8-K, which have been
filed with the Securities and Exchange Commission and are readily available on
the internet at www.sec.gov. Grace's reported results should not be considered
as an indication of its future performance. Readers are cautioned not to place
undue reliance on Grace's projections and forward-looking statements, which
speak only as of the dates those projections and statements are made. Grace
undertakes no obligation to release publicly any revisions to the projections
and forward-looking statements contained in this report and the exhibits
thereto, or to update them to reflect events or circumstances occurring after
the date of this report.
Item 9.01. Financial Statements and Exhibits.


(d) Exhibits

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 Exhibit No.              Description of Exhibit                       Location
       99.1       Press release issued by W. R. Grace &      Filed herewith
                Co. announcing financial results for the
                quarter ended September 30, 2020
    101.INS     Inline XBRL Instance Document                The instance document does
                                                             not appear in the
                                                             Interactive Data File
                                                             because its XBRL tags are
                                                             embedded within the Inline
                                                             XBRL document.
    101.SCH     Inline XBRL Taxonomy Extension Schema        Filed herewith
    101.CAL     Inline XBRL Taxonomy Extension Calculation   Filed herewith
                Linkbase
    101.DEF     Inline XBRL Taxonomy Extension Definition    Filed herewith
                Linkbase
    101.LAB     Inline XBRL Taxonomy Extension Label         Filed herewith
                Linkbase
    101.PRE     Inline XBRL Taxonomy Extension               Filed herewith
                Presentation Linkbase
        104     Cover Page Interactive Data File             Filed herewith
                (formatted as Inline XBRL and included in
                Exhibit 101)



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