SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
ANNUAL REPORT
PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Year Ended December 31, 2002
Commission File Number 1-13953
W. R. GRACE & CO.
SAVINGS AND INVESTMENT PLAN
W. R. GRACE & CO.
7500 GRACE DRIVE
COLUMBIA, MARYLAND 21044
W. R. GRACE & CO.
SAVINGS AND INVESTMENT PLAN
DECEMBER 31, 2002 AND 2001
REPORT OF INDEPENDENT AUDITORS
To the Participants and Administrative Committee of the
W. R. Grace & Co. Savings and Investment Plan:
In our opinion, the accompanying statements of net assets available for benefits
and the related statements of changes in net assets available for benefits
present fairly, in all material respects, the net assets available for benefits
of the W. R. Grace & Co. Savings and Investment Plan (the "Plan"), formerly
known as the W. R. Grace & Co. Salaried Employees Savings and Investment Plan,
at December 31, 2002 and 2001, and the changes in net assets available for
benefits for the years then ended, in conformity with accounting principles
generally accepted in the United States of America. These financial statements
are the responsibility of the Plan's management; our responsibility is to
express an opinion on these financial statements based on our audits. We
conducted our audits of these statements in accordance with auditing standards
generally accepted in the United States of America, which require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and significant estimates
made by management, and evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental Schedule of Assets (Held
at End of Year) is presented for the purpose of additional analysis and is not a
required part of the basic financial statements, but is supplementary
information required by the Department of Labor's Rules and Regulations for
Reporting and Disclosure under the Employee Retirement Income Security Act of
1974, as amended. This supplemental schedule is the responsibility of the Plan's
Management. The supplemental schedule has been subjected to the auditing
procedures applied in the audits of the basic financial statements and, in our
opinion, is fairly stated in all material respects in relation to the basic
financial statements taken as a whole.
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Baltimore, Maryland
June 27, 2003
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W. R. GRACE & CO.
SAVINGS AND INVESTMENT PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
--------------------------------------------------------------------------------
DECEMBER 31,
2002 2001
ASSETS
Investments, at fair value
Guaranteed Investment Contracts $ 237,402,476 $ 225,046,859
Mutual Funds 151,041,578 184,608,222
Grace Common Stock Fund 24,101,477 17,065,769
Participant Loans, at cost 5,217,747 5,144,781
Receivables
Contributions Receivable 166,381 4,011
Due from Hourly Plan - 259,259
---------------- ----------------
417,929,659 432,128,901
LIABILITIES
Accrued Administrative Expenses (3,066) (4,825)
---------------- ----------------
NET ASSETS AVAILABLE FOR BENEFITS $ 417,926,593 $ 432,124,076
---------------- ----------------
The accompanying notes are in integral part of these financial statements.
-2-
W. R. GRACE & CO.
SAVINGS AND INVESTMENT PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
--------------------------------------------------------------------------------
FOR THE YEAR ENDED
DECEMBER 31,
2002 2001
ADDITIONS
Additions to net assets attributable to:
Contributions
Participants $ 18,384,878 $ 12,670,992
Employer 11,028,369 7,750,963
---------------- ----------------
29,413,247 20,421,955
---------------- ----------------
Investment income (loss):
Interest in the investment loss of the W. R. Grace & Co.
Savings Plan Master Trust - (22,529,432)
Interest and dividends 15,557,079 -
Net depreciation in fair value of investments (29,074,955) -
---------------- ----------------
(13,517,876) (22,529,432)
---------------- ----------------
TOTAL 15,895,371 (2,107,477)
---------------- ----------------
DEDUCTIONS
Deductions from net assets attributable to:
Participant withdrawals 29,863,564 59,520,997
Administrative expenses 229,290 71,168
---------------- ----------------
TOTAL 30,092,854 59,592,165
---------------- ----------------
NET DECREASE PRIOR TO TRANSFERS FROM OTHER PLANS (14,197,483) (61,699,642)
Net transfers from other plans - 38,700,529
---------------- ----------------
NET DECREASE (14,197,483) (22,999,113)
NET ASSETS AVAILABLE FOR BENEFITS
Beginning of year 432,124,076 455,123,189
---------------- ----------------
END OF YEAR $ 417,926,593 $ 432,124,076
---------------- ----------------
The accompanying notes are in integral part of these financial statements.
-3-
W. R. GRACE & CO.
SAVINGS AND INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------
1. DESCRIPTION OF THE PLAN
The following description of the W. R. Grace & Co. Savings and Investment
Plan (the "Plan") provides only general information. Participants should
refer to the text of the Plan, the Summary Plan Description, and the
Prospectus Supplement for the Plan for more complete information.
GENERAL
On April 2, 2001, W. R. Grace & Co. ("Grace") and 61 of its U.S. subsidiaries
and affiliates (collectively, the "Company") filed voluntary petitions for
reorganization under Chapter 11 of the Bankruptcy Code in the United States
Bankruptcy Court for the District of Delaware. The Bankruptcy Court approved
on April 2, 2001 an order that authorized the debtors and debtors in
possession under the bankruptcy filing, to pay, in their sole discretion,
employee benefits, including employer contributions under the Plan. Under the
Court's authorization, Grace has continued to meet its obligations under the
Plan. Should the Plan terminate as a result of Chapter 11 proceedings,
Company contributions would cease and the net assets of the Plan would be
distributed in accordance with the provisions of the Plan document.
The Plan is a defined contribution plan originally adopted effective
September 1, 1976, and has been amended from time to time. The Plan is
subject to certain provisions of the Employee Retirement Income Security Act
of 1974, as amended ("ERISA").
Effective December 31, 2001, the W. R. Grace & Co. Hourly Employees Savings
and Investment Plan ("Hourly Plan") was merged with and into the Plan.
Effective on the date of the merger $34,303,697 was transferred from the
Hourly Plan to the Plan. On January 1, 2002, the Plan was renamed the W. R.
Grace & Co. Savings and Investment Plan.
Effective January 31, 2001, assets of the ICI Americas Inc. Retirement
Savings Plan (the "ICI Plan"), in the amount of $4,055,195, were transferred
to the Plan. This amount represented the account balances of the participants
of the ICI Plan who became Grace employees as a result of Grace's purchase of
the hydroprocessing catalyst business of ICI.
Additionally, there are from time to time other plan mergers that occur in
the normal course of plan operations. These smaller mergers amounted to
$341,637 for the year ended December 31, 2001.
ELIGIBILITY AND VESTING
Prior to the merger of the Hourly Plan, Grace and its subsidiaries designated
as eligible participants in the Plan, any salaried employee (or any salesman
paid on a commission basis) and any other employee in an eligible employment
classification who has completed three months of service. Effective January
1, 2002, hourly employees are also available to participate in the Plan,
subject to the same eligibility terms and conditions.
A participant's interest (employee contributions, Company contributions, and
earnings thereon) in the Plan is always fully vested.
-4
W. R. GRACE & CO.
SAVINGS AND INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------
CONTRIBUTIONS
Each year, participants may elect to contribute to the Plan 2% to 16% of
their compensation (which, for purposes of the Plan, consists of salary
and/or commissions, incentive compensation, and tips and bonus awards
(excluding long-term incentive bonuses and retention bonuses)).
Participant contributions may be made from before-tax and/or after-tax
income, as provided under Sections 401(k) and 401(m) of the Internal Revenue
Code of 1986, as amended (the "Code"), subject to an annual dollar limit on
before-tax contributions of $11,000 and $10,500 for 2002 and 2001,
respectively. Federal income tax law limited the annual compensation on which
tax-qualified plan benefits may be based to $200,000 and $170,000 for 2002
and 2001, respectively.
The Company contributes 100% of the first 6% of base compensation that a
participant contributes to the Plan. Therefore, the maximum Company
contribution is 6% of a participant's compensation.
For periods after January 1, 2001, Company contributions are allocated to
investment options in accordance with the participant's investment election.
The Plan currently offers 27 mutual funds, the Grace Common Stock Fund, and a
Fixed Income Fund comprised principally of guaranteed investment contracts as
investment options for participants.
The Plan provides that a statement of each participant's account be sent to
the participant not less frequently than once in each Plan year.
Additionally, on any business day, participants may allocate their future
contributions among any of the investment options and may transfer the
amounts related to their prior contributions in any of the investment options
to other investment options. All investment options are participant-directed.
PARTICIPANT ACCOUNTS
Each participant's account is credited with the participant's contribution,
the applicable allocation of the Company's contribution, and an appropriate
allocation of Plan earnings (losses), and charged with an allocation for
administrative expenses. Allocations are based on participant earnings or
account balances, as defined. The benefit to which a participant is entitled
is the benefit that can be provided from the participant's account.
PARTICIPANT LOANS
Participants may borrow up to one-half of the value of their account balance
up to $50,000. Loans may be for a term of one to five years for a
general-purpose loan and up to twenty years for a loan to purchase a
principal residence. The interest rate on the loan is set on the application
date and equals the prime interest rate on the last business day of the
preceding calendar quarter plus 2 percent. The interest rate and repayment
amounts for the loans are fixed for the term of the loan; loans are repaid in
periodic installments, depending on the loan provisions. Participants can
repay the outstanding loan balance in full at any time without penalty. Loans
are considered to be in default and treated as a distribution for tax
purposes if no payment is received for ninety days. If employment with the
Company ends, any outstanding loan balance will be considered a distribution
if not repaid within ninety days.
-5-
W. R. GRACE & CO.
SAVINGS AND INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------
Interest paid on loans is credited to the individual investment options from
which the loan was taken.
PAYMENT OF BENEFITS
Upon disability, retirement, or other termination of service, a participant
who is not eligible to elect or who does not elect to defer the distribution
may elect to receive his/her vested benefit in the form of a single lump sum
payment or annual or quarterly installment payments if the vested balance
exceeds $5,000. For amounts less than $5,000, a single lump sum payment is
made.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The accounts of the Plan are maintained on the accrual basis of accounting,
which is acceptable under U.S. Department of Labor Regulations and is in
accordance with accounting principles generally accepted in the United States
of America ("GAAP").
RECLASSIFICATIONS
Prior to December 31, 2001, the assets of the Plan were commingled in the
W.R. Grace & Co. Savings Plan Master Trust (the "Master Trust") with the
assets of the W. R. Grace & Co. Hourly Employees Savings and Investment Plan.
The Master Trust was administered by the Fidelity Management Trust Company
("Fidelity" or "Trustee"). The participating plans had a specific interest in
the Master Trust's net assets. Fidelity continues to serve as the Trustee for
the surviving W. R. Grace & Co. Savings and Investment Plan.
As a result of the merger of the Hourly Plan with and into the Plan on
December 31, 2001, the Plan became the sole participant in the Master Trust;
therefore the investment balances were reclassified in the prior year's
statement of net assets available for benefits to reflect plan-level
accounting versus Master Trust-level accounting.
INVESTMENT VALUATION AND INCOME RECOGNITION
Investments in publicly traded securities and mutual funds are stated at fair
value. Investments in publicly traded securities are valued at the last
reported sales price on the last day of the year. Shares of mutual funds are
valued at the net asset value of shares held by the Plan at year-end.
Investments in guaranteed investment contracts held in the Fixed Income Fund
(see Note 4) are stated at contract value, which represents contributions
made under the contract plus interest at the contract rate, less funds used
for withdrawals. Participant loans are valued at cost, which approximates
fair value.
Purchases and sales of publicly traded securities are recorded on a
trade-date basis. Dividends are recorded on the ex-dividend date.
Income of each investment option is reinvested in that option. The Trustee
manages the Grace Common Stock Fund and the Employee Stock Ownership Plan
("ESOP") portion of the Plan by purchasing shares of Grace common stock and
by selling shares to the extent necessary to obtain cash for disbursements
and transfers to the other funds. Investment management of the Fixed Income
Fund and investment oversight of the Fidelity Mutual Funds is the
responsibility of the Investment and Benefits Committee appointed by the
Grace Board of Directors, or as delegated by that Committee.
-6-
W. R. GRACE & CO.
SAVINGS AND INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------
The Plan records a realized gain or loss on Grace Common Stock Fund units
distributed to participants in an amount equal to the difference between the
market value at the distribution date and the average cost of the units
distributed. The cost of securities sold is determined on the basis of
average cost, and a gain or loss is recorded equal to the difference between
average cost and the sale price. Accordingly, participants hold units in the
fund and not shares, the value of which is $1.02 and $0.81 per unit at
December 31, 2002 and 2001, respectively, versus Grace common stock which is
valued at $1.96 and $1.55 per share at December 31, 2002 and 2001,
respectively.
The Plan presents in the Statement of Changes in Net Assets Available for
Benefits the net appreciation (depreciation) in the fair value of its
investments, which consists of the realized gains or losses and the
unrealized appreciation (depreciation) on those investments.
PAYMENT OF BENEFITS
The Plan recognizes benefits when paid.
USE OF ESTIMATES
The preparation of financial statements in conformity with GAAP requires the
Plan fiduciaries to make estimates and assumptions that affect the reported
amounts of assets and liabilities on the date of the financial statements.
Actual amounts may differ from the estimates used.
RISKS AND UNCERTAINTIES
The Plan provides for various investment options. Investments are exposed to
various risks, such as interest, market, and credit risks. Due to the level
of risk associated with certain investments, it is at least reasonably
possible that changes in the values of investments will occur in the near
term and that such changes could materially affect the amounts reported in
the Statement of Net Assets Available for Benefits.
-7-
W. R. GRACE & CO.
SAVINGS AND INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------
3. INVESTMENTS
The following presents investments that represent five percent or more of the
Plan's net assets available for benefits.
=========================================================================================================
DECEMBER 31,
-------------------------------------
2002 2001
=========================================================================================================
Guaranteed Investment Contracts (GICs)
State Street Bank & Trust Co., 6.03%,
various maturity dates $ 74,411,704 $ 86,396,415
AEGON Institutional Markets, 5.30% 58,587,036 -
Pacific Life Insurance Co., 6.09% 21,361,975 -
CDC IXIS, 3.14% 22,027,970 -
Metropolitan Life Insurance Co., 6.94% - 31,616,342
Fidelity Management Trust Company
Fidelity Contrafund, 776,321 and 806,156 shares,
respectively 29,965,984 34,479,301
Fidelity Growth and Income Fund, 697,154 and
729,423 shares, respectively 21,130,752 27,265,840
Fidelity Balanced Fund, 1,629,172 and 1,687,356
shares, respectively 21,651,700 25,141,612
Fidelity Blue Chip Fund, 1,359,154 and 1,343,618
shares, respectively 43,411,402 57,694,952
Grace Common Stock Fund, 23,703,537 units 24,101,477 -
=========================================================================================================
During 2002, the Plan's investments (including gains and losses on
investments bought and sold, as well as held during the year) depreciated in
value by $29,074,955 as follows:
==========================================================================
FOR THE YEAR ENDED
DECEMBER 31, 2002
==========================================================================
Mutual Funds $ (34,146,657)
Common Stocks 5,071,702
--------------------
$ (29,074,955)
==========================================================================
-8-
W. R. GRACE & CO.
SAVINGS AND INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------
4. GUARANTEED INVESTMENT CONTRACTS
Investments in the participant-directed Fixed Income Fund consist primarily
of benefit-responsive guaranteed investment contracts ("GICs") issued by
various insurance companies. The Plan's GICs are stated at contract value,
which approximates fair value. Contract value includes principal invested,
plus earnings, less benefit payments and administrative expenses. Listed
below are the Plan's investments in GICs:
===================================================================================================================
VALUE AT DECEMBER 31,
------------------------------------------ MATURITY
ISSUER RATE 2002 2001 DATE
===================================================================================================================
GUARANTEED INVESTMENT CONTRACTS (GICS)
--------------------------------------
Metropolitan Life Insurance Co. 6.94% $ 8,875,261 $ 31,616,342 Mar-03
Peoples Security Life Insurance Co. 6.40% -- 10,612,574 Dec-02
Transamerica Occidental Life Insurance Co. 6.13% 5,266,072 14,885,722 Mar-03
New York Life Investment Management LLC 6.63% 11,195,742 20,944,053 Jun-03
Pacific Life Insurance Co. 6.87% -- 8,176,221 Jun-02
6.09% 21,361,975 20,135,708 Dec-03
MassMutual Financial Group 6.98% 6,009,323 5,617,240 Dec-03
SEI Trust Co. 5.88% 12,487,874 11,365,190 various
Principal Life Insurance Co. 6.10% 13,001,700 12,254,194 Sep-03
------------------------------------
Total Traditional GICs 78,197,947 135,607,244
SYNTHETIC GICS
--------------
CDC IXIS 3.14%
Wrapper Contract (92,115) - various
Underlying Assets:
Interest in the UAM Trust Co. Dwight
Target 2 Fund Master Trust 22,120,085 -
AEGON Institutional Markets 5.30%
Wrapper Contract (3,258,487) - various
Underlying Assets:
Interest in the UAM Trust Co. Dwight
Target 2 Fund Master Trust 10,129,036 -
Interest in the UAM Trust Co. Dwight
Target 5 Fund Master Trust 51,716,487 -
State Street Bank & Trust Co. 6.03%
Wrapper Contract (6,528,729) (2,359,402) various
Underlying Assets:
Interest in the UAM Trust Co. Dwight
Target 5 Fund Master Trust 80,940,433 88,755,817
------------------------------------
Contract Value 155,026,710 86,396,415
------------------------------------
Total Contracts 233,224,657 222,003,659
Commercial Paper 4,177,819 3,043,200 various
------------------------------------
TOTAL FIXED INCOME FUND $ 237,402,476 $ 225,046,859
===================================================================================================================
-9-
W. R. GRACE & CO.
SAVINGS AND INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------
5. MASTER TRUST
Prior to December 31, 2001, the Plan's investments were held in the Master
Trust, which was established for the investment of assets of the Plan,
formerly known as the W. R. Grace & Co. Salaried Employees Savings and
Investment Plan, and the W. R. Grace & Co. Hourly Employees Savings and
Investment Plan. Each participating retirement plan had a specific interest
in the Master Trust. The assets of the Master Trust were held by the Trustee.
Effective with the Hourly Plan merger on December 31, 2001, the Plan had a
100% interest in the Master Trust at December 31, 2001. As a result of the
Plan's 100% ownership interest in the Master Trust, the statement of net
assets available for benefits presents the net assets at the Plan level.
Contributions and benefit payments were specifically allocated to the
operation of the appropriate plan. However, other plan income and expenses
were allocated to the respective plans' participants using methods outlined
in the Master Trust agreement. The record keeper of the Master Trust
allocated trust income and expenses between the participants of the
participating plans on a monthly basis in relation to the market value of
each participant's account at the beginning of the month for each Master
Trust investment account. The statement of changes in net assets available
for benefits for the year ended December 31, 2001 reflects the Plan's share
of the Master Trust activities using this allocation method.
The following table presents the total net investment loss for both the Plan
and the Hourly Plan which are included in the Master Trust for the year ended
December 31, 2001:
===========================================================================
===========================================================================
INVESTMENT INCOME
Interest and Dividends $ 17,548,754
NET DEPRECIATION IN FAIR VALUE OF INVESTMENTS
W.R. Grace & Co. Common Stock (12,161,369)
Mutual Funds (31,007,165)
------------------
$ (25,619,780)
===========================================================================
The Plan's interest in the investment income (loss) of the Master Trust for
the year ended December 31, 2001 was as follows:
===========================================================================
===========================================================================
INVESTMENT INCOME
Interest and Dividends $ 16,346,727
NET DEPRECIATION IN FAIR VALUE OF INVESTMENTS
Mutual Funds (29,220,829)
Common Stocks (9,655,330)
------------------
$ (22,529,432)
===========================================================================
-10-
W. R. GRACE & CO.
SAVINGS AND INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------
6. RELATED-PARTY TRANSACTIONS
Certain Plan investments are shares of mutual funds managed by the Fidelity
Management Trust Company. Fidelity is the trustee as defined by the Plan,
and, therefore, these transactions qualify as party-in-interest transactions.
Fees paid by the Plan for the investment management services amounted to
$229,290 and $71,168 for the years ended December 31, 2002 and 2001,
respectively.
W. R. Grace & Co., as plan sponsor, is also a related party. The Grace Common
Stock Fund includes shares of Grace common stock, along with cash reserve
amounts. At December 31, 2002 and 2001, the Plan held 23,703,537 and
21,168,553 units of Grace stock, respectively. The fair value of the Grace
Common Stock Fund was $24,101,477 and $17,065,769 at December 31, 2002 and
2001, respectively. Purchases of $15,229,192 (13,838,034 units) and
$7,965,879 (8,217,641 units) and sales of $13,265,186 (11,303,050 units) and
$6,371,448 (5,488,149 units) of Grace common stock were made during 2002 and
2001, respectively.
7. FEDERAL INCOME TAXES
On July 13, 1995, the Internal Revenue Service ("IRS") issued a letter
stating that the Plan, as then in effect, was in compliance with the
applicable requirements of the Code. The Plan has been amended since the
issuance of this determination letter. On February 28, 2002 the Plan
administrator submitted an application to the IRS for a new determination
letter. A response has not yet been received; however, the Plan fiduciaries
believe that the Plan is currently designed and operated in compliance with
the applicable requirements of the Code. Therefore, the Plan fiduciaries
believe the Plan continues to be qualified, and the related trust continues
to be tax exempt.
8. PLAN TERMINATION
Grace anticipates that the Plan will continue indefinitely, but reserves the
right to amend or discontinue the Plan at any time. A participating business
unit may terminate its participation in the Plan with the approval of Grace's
Board of Directors. In the event the Plan terminates, participants would
receive the value of their account balances at the time of distribution.
9. SUBSEQUENT EVENTS
On March 17, 2003, Grace notified participants in the Plan of changes in the
operation of the Grace Common Stock Fund. In recognition that the value of
Grace common stock is more likely to be affected by speculation as Grace
progresses toward a plan of reorganization in its Chapter 11 proceeding,
commencing on April 16, 2003, Grace prohibited participants from directing
payroll contributions into the Grace Stock Fund. Participants were permitted
to redirect such contributions to any other available investment option at
any time and, in the absence of any election, such contributions were
directed into the Fixed Income Fund. Additionally, effective April 21, 2003,
participants were prohibited from making transfers from other investment
options into the Grace Stock Fund. However, participants in the Plan will
continue to be able to transfer existing balances out of the Grace Stock Fund
into the other available investment options offered by the Plan.
On March 26, 2003, Fidelity temporarily suspended the ability of participants
with investment balances held in the Grace Common Stock Fund to redeem (i.e.,
sell or transfer to another investment option) any interests in Grace common
stock. This temporary suspension was necessitated due to heavy requests for
redemptions and market conditions that did not provide sufficient liquidity
-11-
W. R. GRACE & CO.
SAVINGS AND INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------
to execute each redemption request. The suspension enabled the Grace Stock
Fund to sell off the backlog of orders and to replenish the Grace Stock
Fund's cash component in accordance with its investment objectives and
policies. The suspension ended on April 14, 2003. During the suspension, the
Grace Stock Fund converted from the unitized method of trading to real time
trading, which allows participants to sell Grace common stock by
directly submitting orders to the stock market.
-12-
W. R. GRACE & CO.
SAVINGS AND INVESTMENT PLAN
SCHEDULE OF ASSETS (HELD AT END OF YEAR)
DECEMBER 31, 2002
--------------------------------------------------------------------------------------------------------------------------------
IDENTITY OF ISSUER, BORROWER, LESSOR, DESCRIPTION OF INVESTMENT INCLUDING MATURITY DATE, CURRENT
OR SIMILAR PARTY RATE OF INTEREST, COLLATERAL, PAR, OR MATURITY VALUE COST ** VALUE
--------------------------------------------------------------------------------------------------------------------------------
Fidelity Management Trust Company *
Mutual Funds:
PIMCO Total Return ADM, 126,930 shares $ 1,354,339
Franklin Small/Mid-Cap Growth A, 65,670 shares 1,441,452
Templeton Foreign A, 43,644 shares 362,678
Invesco Core Equity, 31,302 shares 299,553
AM Cent International Growth, 108,245 shares 690,602
JPM US Small Company Institutional, 37,057 shares 368,715
Fidelity Contrafund, 776,321 shares 29,965,984
Fidelity Equity Inc, 37,174 shares 1,474,697
Fidelity Investment Growth BD, 145,257 shares 1,099,592
Fidelity Growth and Income, 697,154 shares 21,130,752
Fidelity OTC Portfolio, 620,057 shares 14,825,568
Fidelity Europe, 17,425 shares 319,220
Fidelity Balanced, 1,629,172 shares 21,651,700
Fidelity Blue Chip, 1,359,154 shares 43,411,402
Fidelity Low PR Stock, 240,026 shares 6,041,454
Fidelity Diverse International, 54,060 shares 927,672
Fidelity Freedom Income, 32,737 shares 347,010
Fidelity Freedom 2000, 11,343 shares 124,889
Fidelity Freedom 2010, 52,327 shares 598,617
Fidelity Freedom 2020, 46,675 shares 496,625
Fidelity Freedom 2030, 15,604 shares 159,790
Spartan Total Market Index, 12,730 shares 293,433
Spartan Extended Market Index, 4,331 shares 83,285
Spartan International Index, 5,559 shares 111,966
Spartan US Equity Index, 48,437 shares 1,508,814
Fidelity US Bond Index, 173,603 shares 1,951,299
Fidelity Freedom 2040, 80 shares 470
Common Stock Fund:
Grace Common Stock Fund* Grace Common Stock, 23,703,537 units 24,101,477
-13-
W. R. GRACE & CO.
SAVINGS AND INVESTMENT PLAN
SCHEDULE OF ASSETS (HELD AT END OF YEAR)
DECEMBER 31, 2002
------------------------------------------------------------------------------------------------------------------------------
IDENTITY OF ISSUER, BORROWER, LESSOR, DESCRIPTION OF INVESTMENT INCLUDING MATURITY DATE, CURRENT
OR SIMILAR PARTY RATE OF INTEREST, COLLATERAL, PAR, OR MATURITY VALUE COST ** VALUE
------------------------------------------------------------------------------------------------------------------------------
Guaranteed Investment Contracts:
State Street Bank & Trust Co. Interest rate of 6.03%, various maturity dates 74,411,705
AEGON Institutional Markets Interest rate of 5.30%, open maturity dates 48,991,673
CDC IXIS Interest rate of 3.14%, open maturity dates 22,027,970
Pacific Life Insurance Co. Interest rate of 6.09%, December 2003 21,361,975
Principal Life Insurance Co. Interest rate of 6.10%, September 2003 13,001,700
SEI Trust Co. Interest rate of 5.34%, open maturity dates 12,487,874
New York Life Investment
Management LLC Interest rate of 6.63%, June 2003 11,195,742
AEGON Institutional Markets Interest rate of 5.30%, open maturity dates 9,595,362
Metropolitan Life Insurance Co. Interest rate of 6.94%, March 2003 8,875,261
MassMutual Financial Group Interest rate of 6.98%, December 2003 6,009,323
Transamerica Occidental
Life Insurance Co. Interest rate of 6.13%, March 2003 5,266,072
STIF Interest rate of 1.35% 4,177,819
Loans:
Participant Loans * Interest Rates Vary from 6.0% to 11.5% 5,217,747
------------
$417,763,278
============
* - Denotes a party-in-interest
** - Cost is not required as all amounts are participant directed
-14-
SIGNATURES
----------
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Administrative Committee has duly caused this annual report to be signed on its
behalf by the undersigned thereunto duly authorized.
W. R. GRACE & CO.
SAVINGS AND INVESTMENT PLAN
By: /s/ W. Brian McGowan
--------------------
W. Brian McGowan
Senior Vice President
Corporate Administration
Date: June 27, 2003
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EXHIBIT INDEX
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EXHIBIT NO. DESCRIPTION OF EXHIBIT
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23 Consent of Independent Accountants
99 Certification under Section 906 of the Sarbanes-Oxley Act of 2002
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