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, 2004 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, 2004 AND 2003 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 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"), at December 31, 2004 and 2003, 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 the standards of the Public Company Accounting Oversight Board (United States). Those standards 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. 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 McLean, Virginia June 24, 2005 -1- W. R. GRACE & CO. SAVINGS AND INVESTMENT PLAN STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS -------------------------------------------------------------------------------- DECEMBER 31, --------------------------- 2004 2003 ------------ ------------ ASSETS Investments, at fair value Guaranteed Investment Contracts $259,153,667 $243,668,794 Mutual Funds 240,513,708 205,217,070 Grace Common Stock -- 20,921,043 Participant Loans 6,822,870 5,870,377 Receivables Contributions Receivable Participants 92,510 236,359 Employer 55,035 95,313 ------------ ------------ 147,545 331,672 ------------ ------------ 506,637,790 476,008,956 LIABILITIES Accrued Administrative Expenses 31,236 8,870 ------------ ------------ NET ASSETS AVAILABLE FOR BENEFITS $506,606,554 $476,000,086 ============ ============ The accompanying notes are an 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, --------------------------- 2004 2003 ------------ ------------ ADDITIONS Additions to net assets attributable to: Contributions Participants $ 19,714,794 $ 19,342,655 Employer 11,465,468 11,475,402 ------------ ------------ 31,180,262 30,818,057 ------------ ------------ Investment income: Interest and dividends 16,885,516 14,418,848 Net appreciation in fair value of investments 25,516,207 46,856,191 ------------ ------------ 42,401,723 61,275,039 ------------ ------------ TOTAL ADDITIONS 73,581,985 92,093,096 ------------ ------------ DEDUCTIONS Deductions from net assets attributable to: Participant withdrawals 42,911,265 33,782,608 Administrative expenses 64,252 236,995 ------------ ------------ TOTAL DEDUCTIONS 42,975,517 34,019,603 ------------ ------------ NET INCREASE 30,606,468 58,073,493 NET ASSETS AVAILABLE FOR BENEFITS Beginning of year 476,000,086 417,926,593 ------------ ------------ END OF YEAR $506,606,554 $476,000,086 ============ ============ The accompanying notes are an 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"). 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 documents governing the Plan. 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"). Fidelity Management Trust Company ("Fidelity" or "Trustee") administers the Plan's recordkeeping and serves as the Plan's trustee and custodian. ELIGIBILITY AND VESTING Any salaried and hourly employee of Grace or its U.S. subsidiaries who is in an eligible employment classification and who has completed three months of service is eligible for participation. A participant's interest (employee contributions, Company contributions, and earnings thereon) in the Plan is always fully vested. CONTRIBUTIONS Effective July 1, 2004, participants may elect to contribute to the Plan 2% to 25% of their compensation (which, for purposes of the Plan, consists of salary and/or commissions, incentive compensation, and bonus awards (excluding long-term incentive bonuses and retention bonuses)). Prior to July 1, 2004, participants could elect to contribute to the Plan 2% to 16% of their compensation, as defined. 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 $13,000 and $12,000 for 2004 and 2003, respectively. Federal income tax law limited the annual compensation on which tax-qualified plan benefits may be based to $205,000 and $200,000 for 2004 and 2003, 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. -4- W. R. GRACE & CO. SAVINGS AND INVESTMENT PLAN NOTES TO FINANCIAL STATEMENTS -------------------------------------------------------------------------------- Company contributions are allocated to investment options in accordance with the participant's investment election. The Plan offers 27 mutual funds and a Fixed Income Fund comprised principally of guaranteed investment contracts as investment options for participants. The Plan offered Grace Common Stock as an investment option for participants until February 27, 2004. 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. MANAGEMENT OF GRACE COMMON STOCK On December 15, 2003, Grace retained State Street Bank and Trust Company ("State Street") to act as the investment manager and independent fiduciary of the Grace Common Stock within the Grace Savings and Investment Plan. The Bankruptcy Court approved the retention of State Street. In February 2004, State Street commenced selling Grace common stock on the open market. Under this selling program, State Street directed the sale of approximately 932,000 shares of Grace common stock (ranging in price from $2.75 to $3.19 per share) on the open market and further negotiated and executed the sale of all of the remaining shares (approximately 6,273,000) of Grace common stock on April 16, 2004 at a price of $3.50 per share. In addition, approximately 935,000 shares were sold in participant-directed transactions during the period from January 1, 2004 through April 7, 2004. 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 limited to the vested 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. Active loans bear interest rates that range from 6.0% to 11.5% with maturity dates ranging from 2005 through 2024. Interest paid on loans is credited to the individual investment options from which the loan was taken. -5- W. R. GRACE & CO. SAVINGS AND INVESTMENT PLAN NOTES TO FINANCIAL STATEMENTS -------------------------------------------------------------------------------- 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"). 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. Interest income is accrued when earned. Income of each investment option is reinvested in that option. 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. Prior to April 14, 2003, the Plan recorded 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 was determined on the basis of average cost, and a gain or loss was recorded equal to the difference between average cost and the sale price. On April 14, 2003, the Grace Stock Fund converted from the unitized method of trading to real time trading, which allowed participants to sell Grace common stock by directly submitting orders to the stock market. Accordingly, effective April 14, 2003, participants held shares rather than units of Grace common stock. At December 31, 2003 the value of Grace's common stock was $2.57 per share. On April 16, 2004 State Street sold all the remaining shares of Grace common stock at a price of $3.50 per share; see Note 1 for further information. The Plan presents in the Statement of Changes in Net Assets Available for Benefits the net appreciation 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. -6- W. R. GRACE & CO. SAVINGS AND INVESTMENT PLAN NOTES TO FINANCIAL STATEMENTS -------------------------------------------------------------------------------- RECLASSIFICATIONS Certain amounts in prior years' Financial Statements have been reclassified to conform to the 2004 presentation. 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 and changes therein, and disclosures of contingent 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 participants' account balances and 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, -------------------------- 2004 2003 ----------- ----------- Guaranteed Investment Contracts ("GICs") State Street Bank & Trust Co., 5.10% and 5.93%, respectively $89,431,509 $78,810,840 AEGON Institutional Markets, 4.33% and 4.72%, respectively 87,242,024 83,634,410 CDC IXIS, 5.76% and 5.04%, respectively 74,274,190 62,523,169 Fidelity Management Trust Company Fidelity Contrafund, 805,341 and 779,670 shares, respectively 45,695,023 38,476,688 Fidelity Growth and Income Fund, 741,463 and 715,963 shares, respectively 28,331,297 25,509,757 Fidelity Balanced Fund, 1,738,868 and 1,622,205 shares, respectively 30,986,633 27,171,941 Fidelity Blue Chip Fund, 1,298,342 and 1,414,927 shares, respectively 54,153,860 56,073,565 Grace Common Stock, 0 and 8,140,484 shares, respectively -- 20,921,043 During 2004 and 2003, the Plan's investments (including gains and losses on investments bought and sold, as well as held during the year) appreciated in value as follows: FOR THE YEAR FOR THE YEAR ENDED ENDED DECEMBER 31, DECEMBER 31, 2004 2003 ------------ ------------ Mutual Funds $19,038,406 $40,242,325 Common Stock 6,477,801 6,613,866 ----------- ----------- $25,516,207 $46,856,191 =========== =========== -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 interest, less benefit payments and administrative expenses. Listed below are the Plan's investments in GICs: <TABLE> VALUE AT DECEMBER 31, --------------------------- MATURITY ISSUER RATE 2004 2003 DATE ------ ---- ------------ ------------ -------- GUARANTEED INVESTMENT CONTRACTS ("GICs") ---------------------------------------- SEI Trust Co. 4.44% $ 5,957,273 $ 10,625,759 various ------------ ------------ Total Traditional GICs 5,957,273 10,625,759 SYNTHETIC GICs -------------- CDC IXIS 5.76% Wrapper Contract (2,636,133) (872,181) various Underlying Assets: Interest in the UAM Trust Co. Dwight Target 2 Fund Master Trust 76,910,323 63,395,350 AEGON Institutional Markets 4.33% Wrapper Contract (1,152,983) (2,356,212) various Underlying Assets: Interest in the UAM Trust Co. Dwight Target 2 Fund Master Trust 71,487,783 69,836,689 Interest in the UAM Trust Co. Dwight Target 5 Fund Master Trust 16,907,224 16,153,933 State Street Bank & Trust Co. 5.10% Wrapper Contract (2,743,142) (5,251,090) various Underlying Assets: Interest in the UAM Trust Co. Dwight Target 2 Fund Master Trust 83,018,016 40,153,652 Interest in the UAM Trust Co. Dwight Target 5 Fund Master Trust 9,156,635 43,908,278 ------------ ------------ Contract Value 250,947,723 224,968,419 ------------ ------------ Total Contracts 256,904,996 235,594,178 Commercial Paper 1.90% 2,248,671 8,074,616 various ------------ ------------ TOTAL FIXED INCOME FUND $259,153,667 $243,668,794 ============ ============ </TABLE> -9- W. R. GRACE & CO. SAVINGS AND INVESTMENT PLAN NOTES TO FINANCIAL STATEMENTS -------------------------------------------------------------------------------- 5. RELATED-PARTY TRANSACTIONS Certain Plan investments are shares of mutual funds managed by Fidelity. 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 $64,252 and $236,995 for the years ended December 31, 2004 and 2003, respectively. Grace, as Plan sponsor, is also a related party. The Grace Common Stock Fund included shares of Grace common stock. At December 31, 2004, no shares of Grace common stock were held. At December 31, 2003, the Plan held 8,140,484 shares of Grace common stock. The fair value of the Grace Common Stock Fund was $20,921,043 at December 31, 2003. No purchases were made during 2004. Purchases of $19,596,606 (9,289,777 shares) were made during 2003. Sales of $27,398,844 (8,140,484 shares) and $3,640,434 (1,149,295 shares) of Grace common stock were made during 2004 and 2003, respectively. 6. FEDERAL INCOME TAXES On August 8, 2003, the Internal Revenue Service ("IRS") issued a determination 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; however, Grace believes that the Plan remains in compliance with those requirements. 7. 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. 8. LEGAL PROCEEDINGS In June 2004, a purported class action complaint (Evans v. Akers et al.) was filed in U.S. District Court for the District of Massachusetts against Grace's Board of Directors, certain current and former Grace officers and employees, and others, relating to the Plan. The complaint alleges that the decline in the price of Grace common stock from July 1999 through February 2004 resulted in significant losses to Plan participants. The complaint further alleges that the defendants breached their fiduciary duties under the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), by failing to sell or take other appropriate action with regard to Grace common stock held by the Plan during that period, and by failing to disclose to Plan participants the risk of investing in Grace common stock. The complaint seeks compensatory damages for the Plan from the defendants. On October 26, 2004, a purported class action complaint (Bunch et al. v. W. R. Grace & Co. et al.) also related to the Plan was filed in the U.S. District Court for the Eastern District of Kentucky against Grace, the Grace Investment and Benefits Committee, Grace's Board of Directors, certain current and former Grace officers and employees, and others. The complaint alleges that Grace and its investment advisors breached fiduciary duties under ERISA by selling Grace common stock from the Plan at a distressed price. The complaint further alleges that Grace breached fiduciary duties under ERISA by hiring State Street Bank and Trust Company, the investment manager for the Plan -10- W. R. GRACE & CO. SAVINGS AND INVESTMENT PLAN NOTES TO FINANCIAL STATEMENTS -------------------------------------------------------------------------------- that was retained by Grace in December 2003, to rapidly liquidate all of the employees' Grace common stock investment at an artificially low sales price. The defendants in these cases have moved to transfer the Bunch action to the U.S. District Court for the District of Massachusetts and will seek to consolidate it with the Evans action. Grace likely would have an obligation to indemnify the other defendants for any liability arising out of either of these lawsuits. However, Grace believes that the allegations in both lawsuits are without merit and that, in any event, any liability arising therefrom would be covered by its fiduciary liability insurance. 9. SUBSEQUENT EVENTS In August 2004, Grace, through its subsidiary The Separations Group, acquired Alltech International Holdings, Inc. As a result of this acquisition, the assets from the Alltech Associates, Inc. Employees' Profit Sharing Plan and Trust will be transferred to the W. R. Grace & Co. Savings and Investment Plan during the third quarter of 2005. Beginning March 28, 2005 a terminated participant with a balance greater than $1,000 and less than $5,000 will be directly rolled over to an IRA account with Fidelity. -11- W. R. GRACE & CO. SAVINGS AND INVESTMENT PLAN SCHEDULE OF ASSETS (HELD AT END OF YEAR) DECEMBER 31, 2004 -------------------------------------------------------------------------------- <TABLE> IDENTITY OF ISSUER, BORROWER, DESCRIPTION OF INVESTMENT INCLUDING MATURITY DATE, CURRENT LESSOR, OR SIMILAR PARTY RATE OF INTEREST, COLLATERAL, PAR, OR MATURITY VALUE COST** VALUE ----------------------------- ---------------------------------------------------- ------- ------------ Fidelity Management Trust Company* Mutual Funds: PIMCO Total Return ADM, 265,878 shares $ 2,836,921 Franklin Small/Mid-Cap Growth A, 97,025 shares 3,314,357 Templeton Foreign A, 135,578 shares 1,667,607 AIM Core Stock, 20,397 shares 219,471 AM Cent International Growth, 104,981 shares 951,132 JPM US Small Company Institutional, 66,833 shares 920,297 Fidelity Contrafund, 805,341 shares 45,695,023 Fidelity Equity Inc, 73,521 shares 3,880,426 Fidelity Investment Growth BD, 234,437 shares 1,765,308 Fidelity Growth and Income, 741,463 shares 28,331,297 Fidelity OTC Portfolio, 610,916 shares 21,192,674 Fidelity Europe, 72,746 shares 2,484,276 Fidelity Balanced, 1,738,868 shares 30,986,633 Fidelity Blue Chip, 1,298,342 shares 54,153,860 Fidelity Low PR Stock, 524,599 shares 21,115,096 Fidelity Diverse International, 228,791 shares 6,552,566 Fidelity Freedom Income, 61,073 shares 688,291 Fidelity Freedom 2000, 8,740 shares 105,576 Fidelity Freedom 2010, 121,181 shares 1,650,480 Fidelity Freedom 2020, 113,542 shares 1,585,043 Fidelity Freedom 2030, 63,443 shares 893,278 Spartan Total Market Index, 75,309 shares 2,488,955 Spartan Extended Market Index, 38,993 shares 1,246,984 Spartan International Index, 21,651 shares 693,261 Spartan US Equity Index, 72,847 shares 3,122,201 Fidelity US Bond Index, 149,964 shares 1,670,604 Fidelity Freedom 2040, 36,528 shares 302,091 </TABLE> -12- W. R. GRACE & CO. SAVINGS AND INVESTMENT PLAN SCHEDULE OF ASSETS (HELD AT END OF YEAR) DECEMBER 31, 2004 -------------------------------------------------------------------------------- <TABLE> IDENTITY OF ISSUER, BORROWER, DESCRIPTION OF INVESTMENT INCLUDING MATURITY DATE, CURRENT LESSOR, OR SIMILAR PARTY RATE OF INTEREST, COLLATERAL, PAR, OR MATURITY VALUE COST** VALUE ----------------------------- ---------------------------------------------------- ------ ------------- Guaranteed Investment Contracts: State Street Bank & Trust Co. Interest rate of 5.10%, various maturity dates 89,431,509 AEGON Institutional Markets Interest rate of 4.33%, open maturity dates 87,242,024 CDC IXIS Interest rate of 5.76%, open maturity dates 74,274,190 SEI Trust Co. Interest rate of 4.44%, open maturity dates 5,957,273 STIF, held by Colchester Street Trust Interest rate of 1.90% 2,248,671 Loans: Participant Loans * Interest Rates Vary from 6.0% to 11.5%, maturity dates ranging from Jan-2005 to Oct-2024 6,822,870 ------------ $506,490,245 ============ </TABLE> * - Denotes a party-in-interest ** - Cost is not required as all amounts are participant directed -13- SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Investment and Benefits 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 By: /s/ Robert M. Tarola ----------------------------------- Robert M. Tarola Senior Vice President and Chief Financial Officer Date: June 24, 2005 II-1 EXHIBIT INDEX EXHIBIT NO. DESCRIPTION OF EXHIBIT ----------- ---------------------- 23 Consent of Independent Registered Public Accounting Firm II-2