All other schedules required by Section 2520.103-10 of the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974 have been omitted because they are not applicable.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Plan Administrator, Trustees and Participants of the
ITT Retirement Savings Plan
Stamford, Connecticut
Opinion on the Financial Statements
We have audited the accompanying statements of net assets available for benefits of ITT Retirement Savings Plan (the "Plan") as of December 31, 2021 and 2020, the related statement of changes in net assets available for benefits for the year ended December 31, 2021, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2021 and 2020, and the changes in net assets available for benefits for the year ended December 31, 2021, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on the Plan's financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Plan in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Plan is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Plan’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Supplemental Information
The supplemental Schedule H, Part IV, Line 4i – Schedule of Assets (Held at End of Year) as of December 31, 2021 has been subjected to audit procedures performed in conjunction with the audit of ITT Retirement Savings Plan’s financial statements. The supplemental schedule is the responsibility of the Plan’s management. Our audit procedures included determining whether the information presented in the supplemental schedule reconciles to the financial statements or the underlying accounting and other records, as applicable, and performing procedures to test the completeness and accuracy of the information presented in the supplemental schedule. In forming our opinion on the supplemental schedule, we evaluated whether the supplemental schedule, including its form and content, is presented in conformity with the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. In our opinion, the supplemental schedule is fairly stated in all material respects in relation to the financial statements as a whole.
/s/ Crowe LLP
We have served as the Plan's auditor since 2015
Crowe LLP
New York, New York
June 24, 2022
1
ITT RETIREMENT SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
December 31
2021
2020
Total investments at fair value
$
591,079,354
$
547,723,390
Receivables:
Notes receivable from participants
10,270,173
10,656,713
Employer contributions
654,649
3,057,421
Participant contributions
549,021
402,719
Total receivables
11,473,843
14,116,853
Total assets
602,553,197
561,840,243
Administrative expenses payable
(70,500)
(67,920)
Net assets available for benefits
$
602,482,697
$
561,772,323
The accompanying Notes to the Financial Statements are an integral part of the above Statements of Net Assets Available for Benefits.
2
ITT RETIREMENT SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
For the Year Ended December 31
2021
Investment activity:
Net appreciation in fair value of investments
$
61,065,118
Dividend income
5,855,024
Total investment activity
66,920,142
Additions to net assets attributable to:
Interest income on notes receivable from participants
519,857
Contributions:
Participant contributions
20,984,358
Employer contributions
14,195,753
Participant rollover contributions
2,753,558
Total contributions
37,933,669
Total additions to net assets
105,373,668
Deductions from net assets attributable to:
Benefits paid to participants
(63,610,925)
Administration expense
(1,052,369)
Total deductions from net assets
(64,663,294)
Total change in net assets available for benefits
40,710,374
Net assets available for benefits - beginning of year
561,772,323
Net assets available for benefits - end of year
$
602,482,697
The accompanying Notes to the Financial Statements are an integral part of the above Statement of Changes in Net Assets Available for Benefits.
3
ITT RETIREMENT SAVINGS PLAN
NOTES TO THE FINANCIAL STATEMENTS
DECEMBER 31, 2021 and 2020
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 U.S. employees of ITT Inc. (the "Company"). The Benefits Administration Committee, consisting of certain executive officers and employees 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
Certain full-time salaried and hourly U.S. and non-U.S. citizen employees of the Company are eligible to participate upon hire in the continental U.S. and are automatically enrolled in the Plan. Certain part-time and temporary U.S. citizen employees are eligible to participate upon completion of one year of service in the continental U.S. One year of service is defined as completion of at least 1,000 hours of service in the continental U.S. in the twelve month period beginning on the date hired by the Company, or at least 1,000 hours of service in the course of any calendar year after the calendar year in which hired.
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. 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 2021, the maximum annual pre-tax contributions to the Plan was $19,500, except for participants that were age 50 or older by December 31st who could elect to make an additional pre-tax "catch-up" contribution, not to exceed $6,500, 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 generally makes a "matching" contribution equal to 50% of each participant’s elected contribution, up to 6% of eligible pay, except for unionized employees at the Industrial Process Seneca Falls facility who are eligible for a "matching" company contribution equal to 100% of each participant's elective contributions, up to 3% of eligible pay. The Company also generally 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. Certain unionized employees at the Industrial Process Seneca Falls facility are eligible for a "core" contribution of 6% of eligible pay. Effective May 2, 2020, the Company suspended employer contributions for non-union employees in response to COVID-19. On December 30, 2020, employer contributions were reinstated for the 2021 plan year and the Company implemented a one-time discretionary contribution equal to 2.5% of each participant's eligible earnings from May 3, 2020 to December 31, 2020. The one-time discretionary contribution of $2,655,322 was funded in 2021 and was reflected as a receivable to the Plan as of December 31, 2020.
4
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 election, and an allocation of Plan administrative expenses. Plan recordkeeping fees are $13.50 per quarter and administrative fees are $8.25 per quarter. Recordkeeping fees are renegotiated every three years and administrative fees 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. 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 and materially affect participants' account balances.
Vesting
Participants are immediately vested in their contributions and Company contributions, plus actual earnings thereon.
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 payroll deductions. A terminated participant is permitted to continue making loan repayments after separation and may either pay the loan in full, continue to make loan payments 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, 2021 have interest rates ranging from 4.25% to 9.25% maturing at various dates through 2036.
Effective April 6, 2020, the Plan adopted the Coronavirus Aid, Relief, and Economic Security ("CARES") Act, which temporarily increased the aggregate maximum loan amount to $100,000 or 100% of the participant's account balance and delayed certain loan repayments for loans taken through September 22, 2020. The CARES Act also allowed new or existing loan repayments occurring between March 27, 2020, and December 31, 2020 to be delayed. Beginning in 2021, any applicable loans under these provisions were re-amortized and the loan maturity date was extended to reflect these repayments delays, plus accrued interest.
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 ("IRA") 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
5
to another qualified plan or IRA. Participants reaching age 70 ½ in 2020 and thereafter must take their first required minimum distribution by April 1 of the year they reach 72.
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 6 for a reconciliation of the Plan's financial statements to Form 5500.
Administrative Expenses and 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, 2021 or 2020.
The following is a description of the valuation methodologies used to measure Plan assets at fair value as of the measurement date.
6
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 account - Valued based on underlying assets, which consist of cash equivalents and employer stock held directly by the Plan.
•Cash and cash equivalents are valued at NAV of shares held by the Plan at the measurement date. 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, 2021 and 2020. 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, 2021 and 2020:
Quoted Prices in Active Markets for Identical Assets (Level 1)
Significant Other Observable Inputs (Level 2)
Total
Investments at fair value - December 31, 2021:
CTs(a)
$
—
$
—
$
432,935,995
Mutual funds
142,197,154
—
142,197,154
Separately managed account (b)
12,956,670
130,307
13,086,977
CISC Self-directed Brokerage Account
2,859,228
—
2,859,228
Total investments at fair value - December 31, 2021
$
158,013,052
$
130,307
$
591,079,354
Investments at fair value - December 31, 2020:
CTs(a)
$
—
$
—
$
402,266,288
Mutual funds
131,912,732
—
131,912,732
Separately managed account (b)
10,842,799
126,453
10,969,252
CISC Self-directed Brokerage Account
2,575,118
—
2,575,118
Total investments at fair value - December 31, 2020
$
145,330,649
$
126,453
$
547,723,390
(a) CTs are valued at NAV and therefore are not classified within 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) The separately managed account balances at the 2021 and 2020 measurement dates identified as level 1 assets represent ITT common stock and level 2 assets represent cash and cash equivalents held within the employer stock fund.
7
NOTE 4
PARTY-IN-INTEREST TRANSACTIONS
Participant loans qualify as party-in-interest transactions and amounted to $10,270,173 and $10,656,713 as of December 31, 2021 and 2020, respectively.
The Plan held $12,956,670 and $10,842,799 of the Company’s stock in the ITT Stock Fund as of December 31, 2021 and 2020, respectively. In 2021, the net appreciation in the ITT Stock Fund was $3,424,360 and the Plan received Company stock dividends totaling $115,704.
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 and restated 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, 2021 and 2020, 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 2018.
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, 2021 and 2020, 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, 2021.
2021
2020
Net assets available for benefits pursuant to the financial statements
$
602,482,697
$
561,772,323
Less: Amounts deemed distributed for tax purposes
(1,469,765)
(1,343,126)
Net assets available for benefits pursuant to Form 5500
$
601,012,932
$
560,429,197
2021
Total change in net assets available for benefits
$
40,710,374
Amounts deemed distributed for tax purposes — 2020
1,343,126
Amounts deemed distributed for tax purposes — 2021
(1,469,765)
Net increase pursuant to Form 5500
$
40,583,735
NOTE 7
SUBSEQUENT EVENTS
Effective January 1, 2022, the Matrix Composites, Inc. Profit Sharing Plan (the "merged Plan") was merged into the Plan. Assets totaling $1,789,759 transferred into the Plan and participants of the merged Plan became participants of the Plan on the effective date. The Company acquired Matrix Composites, Inc. in 2019.
8
ITT RETIREMENT SAVINGS PLAN
FORM 5500, SCHEDULE H, PART IV, LINE 4i - SCHEDULE OF ASSETS (HELD AT END OF YEAR)
AS OF DECEMBER 31, 2021
Identity of Issuer
Description of Investment
Cost**
Current Value
JPMorgan
US SmartIndex
$
91,031,691
State Street
State St Target Ret 2025
61,355,186
State Street
State St Target Ret 2030
57,752,066
State Street
State St Target Ret 2020
49,335,659
T Rowe Price
T Rowe Price Stable Value Common Trust
40,721,581
State Street
State St Target Ret 2035
38,375,033
State Street
State St Target Ret Income
26,544,375
State Street
State St Target Ret 2040
18,736,008
State Street
State St Target Ret 2050
17,497,313
State Street
State St Target Ret 2045
16,960,664
Principal
Principal Mid Cap Equity Fund
10,347,396
State Street
State St Target Ret 2055
2,674,654
State Street
State St Target Ret 2060
1,353,164
State Street
State St Target Ret 2065
251,205
Total collective trust funds
432,935,995
Vanguard
Vanguard Total Bond Market Index Instl
28,727,584
Vanguard
Vanguard Total Intl Stock Index Instl
25,083,131
American Funds
American Funds New Perspective - R6
21,139,009
Vanguard
Vanguard Extended Market IDX Instl
19,453,766
Baird
Baird Aggregate Bond Inst
16,345,442
Hartford
Hartford Small Cap Growth HLS-IA
9,211,121
Dimensional Fund Advisors
DFA U.S. Targeted Value I
7,675,788
American Funds
American Funds Europacific Growth - R6
7,344,642
Vanguard
Vanguard Short Term Inflation Protected Index
4,709,877
Dimensional Fund Advisors
DFA Emerging Markets I
2,506,794
Total registered investment companies (mutual funds)
142,197,154
*ITT Common Stock
ITT Common Stock
13,086,977
Total employer stock
13,086,977
CISC
CISC Self-directed Brokerage Account
2,859,228
Total self-directed brokerage accounts
2,859,228
Total investments at fair value
591,079,354
*Notes receivable from participants interest rates from 4.25% to 9.25% maturing at various dates through 2036
$
8,800,408
* 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.
9
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Benefits Administration Committee has duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.
ITT RETIREMENT SAVINGS PLAN
(As Amended and Restated Effective January 1, 2020)
