Management's Report On Internal Control Over Financial Reporting  Management of Minerals Technologies Inc. is responsible for the preparation, integrity and fair presentation of its  published consolidated financial statements. The financial statements have been prepared in accordance with U.S. generally  accepted accounting principles and, as such, include amounts based on judgments and estimates made by management. The  Company also prepared the other information included in the annual report and is responsible for its accuracy and  consistency with the consolidated financial statements.  Management is also responsible for establishing and maintaining effective internal control over financial reporting. The  Company's internal control over financial reporting includes those policies and procedures that pertain to the Company's  ability to record, process, summarize and report reliable financial data. The Company maintains a system of internal control  over financial reporting, which is designed to provide reasonable assurance to the Company's management and board of  directors regarding the preparation of reliable published financial statements and safeguarding of the Company's assets. The  system includes a documented organizational structure and division of responsibility, established policies and procedures,  including a code of conduct to foster a strong ethical climate, which are communicated throughout the Company, and the  careful selection, training and development of our people.  The Board of Directors, acting through its Audit Committee, is responsible for the oversight of the Company's accounting  policies, financial reporting and internal control. The Audit Committee of the Board of Directors is comprised entirely of  outside directors who are independent of management. The Audit Committee is responsible for the appointment and  compensation of the independent registered public accounting firm. It meets periodically with management, the independent  registered public accounting firm and the internal auditors to ensure that they are carrying out their responsibilities. The  Audit Committee is also responsible for performing an oversight role by reviewing and monitoring the financial, accounting  and auditing procedures of the Company in addition to reviewing the Company's financial reports. The independent  registered public accounting firm and the internal auditors have full and unlimited access to the Audit Committee, with or  without management, to discuss the adequacy of internal control over financial reporting, and any other matters which they  believe should be brought to the attention of the Audit Committee.  Management recognizes that there are inherent limitations in the effectiveness of any system of internal control over  financial reporting, including the possibility of human error and the circumvention or overriding of internal control.  Accordingly, even effective internal control over financial reporting can provide only reasonable assurance with respect to  financial statement preparation and may not prevent or detect misstatements. Further, because of changes in conditions, the  effectiveness of internal control over financial reporting may vary over time.  The Company assessed its internal control system as of December 31, 2013 in relation to criteria for effective internal  control over financial reporting described in "Internal Control - Integrated Framework (1992)" issued by the Committee of  Sponsoring Organizations of the Treadway Commission. Based on its assessment, the Company has determined that, as of  December 31, 2013, its system of internal control over financial reporting was effective.  The consolidated financial statements have been audited by the independent registered public accounting firm, which was  given unrestricted access to all financial records and related data, including minutes of all meetings of stockholders, the  Board of Directors and committees of the Board. Reports of the independent registered public accounting firm, which  includes the independent registered public accounting firm's attestation of the effectiveness of the Company's internal control  over financial reporting are also presented within this document.  February 21, 2014  F-34  /s/ Douglas T. Dietrich Senior Vice President, Finance and Treasury,  Chief Financial Officer  /s/ Robert S. Wetherbee President and Chief Executive Officer  /s/ Michael A. Cipolla Vice President, Corporate Controller   and Chief Accounting Officer 