NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2017 AND 2016
NOTE 1
DESCRIPTION OF THE PLAN
The following description of the ITT Retirement Savings Plan (the "Plan") is provided for general information purposes only. Participants should refer to the Plan document for more complete information.
General
The Plan is a defined contribution plan covering substantially all salaried and certain hourly U.S. employees of ITT Inc. (the "Company"). The Benefits Administration Committee, as appointed by the Board of Directors of the Company, controls and manages the operation and administration of the Plan. Great-West Trust Company ("Trustee") is the trustee of the Plan and Empower Retirement ("recordkeeper") serves as the Plan recordkeeper.
The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 ("ERISA") and the Internal Revenue Code ("IRC").
Eligibility
All full time salaried and certain hourly U.S. citizen employees of the Company are eligible to participate in the Plan upon hire and are automatically enrolled in the Plan. All part time and temporary U.S. citizen employees are eligible to participate upon completion of one year of service. One year of service is defined as completion of at least 1,000 hours of service in the twelve month period beginning on the date hired by the Company, or 1,000 hours of service in the course of any calendar year after the calendar year in which hired. All non-U.S. citizen employees are eligible to participate upon hire or when they begin working in the continental U.S. as an employee.
Participant Contributions
Participants are permitted to contribute 1% to 50% of their pre-tax or after-tax eligible pay during each pay period, subject to certain IRC limitations for highly compensated employees. Eligible pay is defined as base salary and any other compensation, such as overtime, shift differentials, regular commissions, regularly occurring incentive pay and differential wage payments, but does not include the cost of any public or private employee benefit plan, foreign service allowances, special bonuses or commissions, and other special pay or allowances of a similar nature.
Participants may elect to make pre-tax or after-tax contributions to the Plan and may direct those contributions into any investment option available within the Plan. In
2017
, the maximum annual pre-tax contributions to the Plan is $18,000, except for participants that attain the age of 50 by December 31st who may elect to make an additional pre-tax "catch-up" contribution, not to exceed $6,000 during the calendar year. Participants may also contribute rollover amounts to the Plan representing distributions from other qualified defined benefit or defined contribution plans.
Participants are also able to make Roth 401(k) contributions. Roth 401(k) contributions are made on an after-tax basis. Roth 401(k) contributions are eligible for Company matching contributions. The combined Roth 401(k) and pre-tax 401(k) contributions cannot exceed the annual IRS or Plan limits specified above. Distributions from the Roth 401(k) account are free from income tax, as long as it has been at least five tax years since the participant first made a Roth contribution to the Plan and the participant is at least age 59 1/2.
Employer Contributions
The Company makes a "matching" contribution equal to 50% of each participant’s elective contributions, up to 6% of eligible pay. The Company also provides a "core" contribution of 3% of eligible pay to participants whose age plus years of service as of January 1st of each year is less than 50 and provides a core contribution equal to 4% of eligible pay to participants whose age plus years of service is 50 or greater. In addition, a "transition credit" contribution is provided to certain Lancaster union employees. This credit had been available to a larger number of eligible employees prior to the credit's expiration for a majority of employees on 10/31/2016. The transition credit, paid in March 2018, was included in the year end Plan receivable totaling $28,290.
Participant Accounts
Each participant has an individual account, which is maintained by the Plan's recordkeeper, reflective of the participant’s contributions and withdrawals, the Company’s contributions, the participant's share of investment gains and losses based on the participant's investment direction, and an allocation of Plan administrative expenses. Plan recordkeeping fees are $8 per quarter and administrative fees are generally $7.75 per quarter. These costs are reviewed annually.
Investments
Participants direct the investment of their account balance into various investment options offered by the Plan. The Plan currently offers collective trust funds ("CTs"), mutual funds, a separately managed ITT Stock Fund, and a self-directed brokerage account as investment options for participants. In 2017, the Plan discontinued offering a separately managed balanced fund consisting of equities and bonds. The ITT Stock Fund has been designated as an Employee Stock Ownership Plan ("ESOP"). Under the terms of the ESOP, plan participants are given the option to make an election regarding the dividends on all contributions (participant and company) that are invested in the ITT Stock Fund. These dividends, when declared, can either be reinvested in the Plan or paid in cash on a quarterly basis. Participants are allowed to invest a maximum of 20% of their total plan account balance in the ITT Stock Fund. On a daily basis, participants may transfer amounts between investment options subject to certain restrictions and fees.
Participants are entitled to exercise voting rights on the shares of ITT common stock held in the ITT Stock Fund. Prior to each annual or certain special meetings of ITT shareholders, the Trustee is required to notify participants of such voting rights and request instructions on how to vote shares held in the participant accounts. Once instructions are received, the Trustee votes whole and proportional shares as authorized. Shares with no valid voting instructions are voted in the same manner and in the same proportion as the shares that are voted.
Investment securities, in general, are exposed to various risks, such as interest rate risk, credit risk, and overall market volatility. Due to the level of risk associated with certain investment securities held by the Plan, it is reasonably possible that values realized at the time of sale could materially differ from amounts reported in the financial statements.
Vesting
Participants are immediately vested in their contributions and Company contributions, plus actual earnings thereon, except for certain former ITT Engineered Valves - Lancaster Savings Plan employees that vest over three years in their Company contributions.
Notes Receivable from Participants
The Plan allows
participants to borrow from their accounts subject to certain limitations. Participants may have up to two loans outstanding at the same time and may borrow in increments of $1,000 up to an aggregate maximum equal to the lesser of $50,000 or 50% of their account balance. The loans are secured by the balance in the participant’s account and accrue interest at a rate equal to prime plus 1%. General purpose loan terms range from one to 60 months. If the loan is used for the purchase of a primary residence, the loan term can be for a period of up to 180 months. Principal and interest are paid ratably through monthly or quarterly payroll deductions. A terminated participant is not permitted to continue making loan repayments after separation and must either pay the loan in full within 90 days or default. If an active or terminated participant defaults, the outstanding loan balance is considered a taxable distribution. No new loans can be requested after termination of employment. Outstanding loans at
December 31, 2017
have interest rates ranging from
4.25
% to
9.25
% and mature through
December 2032
.
Payment of Benefits
Upon termination of employment (including death, disability or retirement), if account balances are $1,000 or less, the participant or surviving beneficiary will receive a lump sum distribution. If account balances are greater than $1,000 but less than or equal to $5,000, and payment is not requested within 90 days following termination, account balances will be rolled over to an Individual Retirement Account in the participant's name at Millennium Trust Company, LLC. If account balances exceed $5,000, the participant or surviving beneficiary may elect to leave the benefits in the Plan or have the benefits distributed through a lump sum, take installment distributions not to exceed a period longer than his or her life expectancy, or direct a rollover of the account balance to another qualified plan or individual retirement account. Participants must begin distribution of their account by no later than December 31 of the year in which they attain age 70 1/2.
Plan Merger
Effective January 1, 2017 the Wolverine Advanced Materials Salaried 401(k) Plan ("Wolverine Salaried") and the Wolverine Advanced Materials Hourly 401(k) Plan ("Wolverine Hourly") (collectively the "Wolverine Plans") merged into the Plan and former participants of the Wolverine Plans became participants in the Plan. On February 1, 2017, the Wolverine Hourly and Wolverine Salaried plan assets and loans totaling $2,908,321 and $8,887,073, respectively, transferred into the Plan.
Plan Termination
Although it has not expressed any intention to do so, the Company has the right under the Plan, in certain circumstances, to discontinue its contributions at any time and to terminate the Plan subject to the provisions set forth in ERISA. In the event that the Plan is terminated, participant balances would become immediately vested.
NOTE 2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Accounting
The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP").
Use of Estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, and changes therein. Actual results could differ from those estimates.
Investment Valuation and Income Recognition
The Plan’s investments are all stated at fair value. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.
Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded on the accrual basis. Dividend income is recorded on the ex-dividend date. The net appreciation (depreciation) in fair value of investments includes both realized gains (losses) and unrealized appreciation (depreciation).
Notes Receivable from Participants
Notes receivables from participants are measured at their unpaid principal balance plus any accrued interest. Delinquent participant loans are reclassified as distributions based upon the terms of the Plan document. The financial statements include the delinquent loan balances until specifically written off. Form 5500 reflects the delinquent loans as distributions. See Note 7 for the reconciliation of the Plan's financial statements to Form 5500.
Administrative Expenses & Investment Provider Fees
Plan administration fees charged to the Plan for investments in mutual funds and CTs are paid by participants via a quarterly administrative fee. Investment provider fees are paid from the assets of the plan and allocated to each participant based on the participant's choice of investments.
Payment of Benefits
Benefit payments to participants are recorded upon distribution.
NOTE 3
INVESTMENTS
In measuring plan assets at fair value, a fair value hierarchy is applied which categorizes and prioritizes the inputs used to estimate fair value into three levels. The fair value hierarchy is based on maximizing the use of observable inputs and minimizing the use of unobservable inputs when measuring fair value. Classification within the fair value hierarchy is based on the lowest level input that is significant to the fair value measurement. The three levels of the fair value hierarchy are defined as follows:
|
|
|
|
•
|
Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities.
|
|
|
|
|
•
|
Level 2 inputs are other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. Level 2 inputs include quoted prices (in non-active markets or in active markets for similar assets or liabilities), inputs other than quoted prices that are observable, and inputs that are derived principally from or corroborated by observable market data by correlation or other means.
|
|
|
|
|
•
|
Level 3 inputs are unobservable inputs for the assets or liabilities. The Plan did not have any investments classified as Level 3 as of December 31, 2017 or 2016.
|
The following is a description of the valuation methodologies used to measure Plan assets at fair value as of the measurement date.
Collective Trust Funds (CTs) - Fair value is estimated based on net asset value ("NAV"), as provided by the Trustee, as a proxy to fair value. There are no unfunded commitments related to the CTs and investments in CTs can be redeemed on a daily basis without restriction and are not subject to redemption notification provisions.
Mutual funds - Valued at quoted market prices that represent the NAV of shares held by the Plan at the measurement date. Mutual funds are classified within level 1 of the fair value hierarchy.
Separately managed accounts - Valued based on underlying assets, which consist of cash equivalents, equities and U.S. government securities and corporate bonds held directly by the Plan.
|
|
|
|
•
|
Equities
- Common stock is valued at the closing price reported on the major market on which the individual securities are traded at the measurement date. These are classified within level 1 of the fair value hierarchy.
|
|
|
|
|
•
|
Bonds
- U.S. government securities are generally valued using matrix pricing or fair value is estimated using quoted prices of securities with similar characteristics. Corporate bonds are generally valued by using pricing models (e.g. discounted cash flows), quoted prices of securities with similar characteristics or broker quotes. These are classified within level 2 of the fair value hierarchy.
|
|
|
|
|
•
|
Cash and cash equivalents
are valued at NAV of shares held by the Plan at the measurement date. The cash and cash equivalents represent either a core holding in the Balanced Fund totaling $0 and $471,245, or held in a short-term money market within the ITT Stock Fund totaling $146,280 and $106,029 as of
December 31, 2017
and
2016
, respectively. These are classified within level 2 of the fair value hierarchy.
|
|
|
|
|
•
|
Employer stock
- The ITT Stock Fund is a separately managed account that invests primarily in ITT's common stock. The stock is traded on the New York Stock Exchange (NYSE) under the ticker symbol ITT and is valued at its quoted price. The NAV of the stock fund is computed based on the closing price of the common stock reported by the NYSE at the measurement date, plus the NAV of the short-term money market included in the stock fund, plus any receivables or payables, divided by the number of units outstanding. The employer stock portion of the fund is classified within level 1 of the fair value hierarchy and the remaining portion is classified within level 2.
|
Brokerage account - Securities held in the CISC Self-Directed Brokerage account are valued at the closing price reported on the major market on which the individual securities are traded at the measurement date. These are classified within level 1 of the fair value hierarchy.
The valuation methods described above may produce a fair value measurement that may not be indicative of net realizable value or reflective of future fair values. There have been no changes in the methodologies used as of December 31, 2017 and 2016. Furthermore, while the Plan believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value could result in a different fair value measurement at the reporting date.
The following tables present the major categories of Plan assets measured at fair value by classification within the fair value hierarchy, as of December 31,
2017
and
2016
:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Quoted Prices in Active Markets for Identical Assets (Level 1)
|
Significant Other Observable Inputs (Level 2)
|
Total
|
|
Investments at fair value - December 31, 2017:
|
|
|
|
|
|
|
|
CTs
(a)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
321,947,011
|
|
|
Mutual funds
|
|
92,287,182
|
|
|
—
|
|
|
92,287,182
|
|
|
Separately managed accounts
(b)
|
|
9,575,165
|
|
|
146,280
|
|
|
9,721,445
|
|
|
CISC Self-directed Brokerage Account
|
|
1,565,421
|
|
|
—
|
|
|
1,565,421
|
|
|
Total investments at fair value - December 31, 2017
|
|
$
|
103,427,768
|
|
|
$
|
146,280
|
|
|
$
|
425,521,059
|
|
|
Investments at fair value - December 31, 2016:
|
|
|
|
|
|
|
|
CTs
(a)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
256,207,493
|
|
|
Mutual funds
|
|
76,450,470
|
|
|
—
|
|
|
76,450,470
|
|
|
Separately managed accounts
(c)
|
|
15,511,506
|
|
|
5,865,231
|
|
|
21,376,737
|
|
|
CISC Self-directed Brokerage Account
|
|
1,067,223
|
|
|
—
|
|
|
1,067,223
|
|
|
Total investments at fair value - December 31, 2016
|
|
$
|
93,029,199
|
|
|
$
|
5,865,231
|
|
|
$
|
355,101,923
|
|
|
|
|
|
(a)
|
CTs are valued at NAV as a practical expedient and thus are not classified in the fair value hierarchy, but are included in the totals column to assist in reconciling to the Statements of Net Assets Available for Benefits.
|
|
|
|
|
(b)
|
Separately managed accounts at the 2017 measurement date identified as level 1 assets represent ITT common stock of $9,575,165. Level 2 assets represent cash and cash equivalents held in the employer stock fund of $146,280.
|
|
|
|
|
(c)
|
Separately managed accounts at the 2016 measurement date identified as level 1 assets represent total equities and ITT common stock of $7,814,554 and $7,696,952, respectively. Level 2 assets represent total bonds of $5,287,957 and cash and cash equivalents held in the Balanced Fund and employer stock fund of $471,245 and $106,029, respectively.
|
NOTE 4
PARTY-IN-INTEREST TRANSACTIONS
Participant loans qualify as party-in-interest transactions and amounted to $8,921,903 and $8,364,322 as of
December 31, 2017
and
2016
, respectively.
The Plan held $9,575,165 and $7,696,952 of the Company’s stock in the ITT Stock Fund as of
December 31, 2017
and
2016
, respectively. In 2017, the net appreciation in the ITT Stock Fund was $2,750,559 and the Plan received Company stock dividends totaling $95,966.
NOTE 5
FEDERAL INCOME TAX STATUS
The IRS has determined and informed the Plan Sponsor by a letter dated July 6, 2017, that the Plan and related trust were designed in accordance with the applicable regulations of the IRC. The plan has since been amended but the Plan Sponsor and Plan management believe that the Plan is currently designed and operated in compliance with the applicable requirements of the IRC, and the Plan and related trust continue to be tax-exempt.
The Company evaluates tax positions taken by the Plan and recognizes a tax liability if the Plan has taken an uncertain position that more likely than not would not be sustained upon examination by the IRS. The Plan administrator has analyzed the tax positions taken by the Plan, and has concluded that as of
December 31, 2017
and
2016
, there are no uncertain positions taken or expected to be taken that would require recognition of a liability or disclosure in the financial statements. The Plan is no longer subject to tax examinations for years prior to 2014.
NOTE 6
RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500
The following is a reconciliation of net assets available for benefits reflected in the financial statements to the Plan’s Form 5500 as of
December 31, 2017
and 2016, respectively, and the net change in net assets pursuant to the financial statements to the Plan’s Form 5500 for the year end
December 31, 2017
.
|
|
|
|
|
|
|
|
|
|
|
|
2017
|
2016
|
|
Net assets available for benefits pursuant to the financial statements
|
$
|
434,910,826
|
|
$
|
365,094,300
|
|
|
Less amounts deemed distributed for tax purposes
|
(269,216
|
)
|
(274,216
|
)
|
|
Net assets available for benefits pursuant to Form 5500
|
$
|
434,641,610
|
|
$
|
364,820,084
|
|
|
|
|
|
|
|
|
|
|
2017
|
|
Net change in net assets available for benefits prior to merger
|
$
|
58,021,132
|
|
|
Amounts deemed distributed for tax purposes — December 31, 2016
|
274,216
|
|
|
Amounts deemed distributed for tax purposes — December 31, 2017
|
(269,216
|
)
|
|
Net increase pursuant to Form 5500
|
$
|
58,026,132
|
|
ITT RETIREMENT SAVINGS PLAN
FORM 5500, SCHEDULE H, PART IV, LINE 4i - SCHEDULE OF ASSETS (HELD AT END OF YEAR)
AS OF
DECEMBER 31, 2017
|
|
|
|
|
|
|
|
|
|
Identity of Issuer
|
Description of Investment
|
Cost**
|
Current Value
|
|
JPMorgan
|
US SmartIndex
|
|
$
|
60,408,395
|
|
|
JPMorgan
|
JPMCB Smart Retirement 2025
|
|
50,123,637
|
|
|
JPMorgan
|
JPMCB Smart Retirement 2020
|
|
46,117,101
|
|
|
JPMorgan
|
JPMCB Smart Retirement 2030
|
|
40,671,425
|
|
|
T Rowe Price
|
T Rowe Price Stable Value Common Trust
|
|
33,455,617
|
|
|
JPMorgan
|
JPMCB Smart Retirement Income
|
|
31,110,568
|
|
|
JPMorgan
|
JPMCB Smart Retirement 2035
|
|
23,560,671
|
|
|
JPMorgan
|
JPMCB Smart Retirement 2040
|
|
11,712,243
|
|
|
JPMorgan
|
JPMCB Smart Retirement 2045
|
|
9,483,070
|
|
|
JPMorgan
|
JPMCB Smart Retirement 2050
|
|
8,885,644
|
|
|
Principal
|
Principal Mid Cap Equity Fund
|
|
6,414,908
|
|
|
JPMorgan
|
JPMCB Smart Retirement 2055
|
|
3,108
|
|
|
JPMorgan
|
JPMCB Smart Retirement 2060
|
|
624
|
|
|
Total collective trust funds
|
|
321,947,011
|
|
|
American Funds
|
American Funds New Perspective - R6
|
|
22,361,035
|
|
|
Baird
|
Baird Aggregate Bond Inst
|
|
12,938,778
|
|
|
American Funds
|
American Funds Europacific Growth - R6
|
|
12,839,685
|
|
|
Vanguard
|
Vanguard Total Bond Market Index Adm
|
|
10,971,113
|
|
|
Vanguard
|
Vanguard Total Intl Stock Index Adm
|
|
8,933,394
|
|
|
Hartford
|
Hartford Small Cap Growth HLS-IA
|
|
6,163,605
|
|
|
Dimensional Fund Advisors
|
DFA U.S. Targeted Value Portfolio
|
|
5,720,892
|
|
|
Vanguard
|
Vanguard Extended Market IDX Adm
|
|
4,749,435
|
|
|
Dimensional Fund Advisors
|
DFA Emerging Markets I
|
|
3,875,249
|
|
|
Vanguard
|
Vanguard Short Term Inflation Protected Index
|
|
3,733,996
|
|
|
Total registered investment companies (mutual funds)
|
|
92,287,182
|
|
|
*ITT Common Stock
|
ITT Common Stock
|
|
9,721,445
|
|
|
Total employer stock
|
|
|
9,721,445
|
|
|
CISC
|
CISC Self-directed Brokerage Account
|
|
1,565,421
|
|
|
Total self-directed brokerage accounts
|
|
1,565,421
|
|
|
Total investments at fair value
|
|
$
|
425,521,059
|
|
|
*Notes receivable from participants interest rates from 4.25% to 9.25% maturing at various dates through 2032
|
|
$
|
8,921,903
|
|
* Represents a party-in-interest
** Cost information is not required for member directed investments and, therefore, is not included.
See accompanying Report of Independent Registered Public Accounting Firm.