SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
(Mark One)
[X] Annual Report pursuant to Section 15(d) of the Securities Exchange Act of
1934 for the fiscal year ended December 31, 2006
OR
[ ] Transition Report pursuant to Section 15(d) of the Securities Exchange Act
of 1934 for the transition period from _________ to _________
Commission File Number 1-5627
A. Full title of the plan and the address of the plan, if different from that
of the issuer named below:
ITT SALARIED INVESTMENT AND SAVINGS PLAN
B. Name of issuer of the securities held pursuant to the plan and the address
of its principal executive office:
ITT CORPORATION
4 WEST RED OAK LANE, WHITE PLAINS, NY 10604
ITT SALARIED INVESTMENT AND SAVINGS PLAN
PAGE
-----------
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM F-1
FINANCIAL STATEMENTS:
Statements of Net Assets Available for Benefits as of December
31, 2006 and 2005 F-2
Statement of Changes in Net Assets Available for Benefits
for the Year Ended December 31, 2006 F-3
Notes to Financial Statements as of December 31, 2006 and 2005
and For the Year Ended December 31, 2006 F-4 - F-11
SUPPLEMENTAL SCHEDULE-
Form 5500, Schedule H, Part IV, Line 4i - Schedule of Assets
(Held at End of Year) as of December 31, 2006 F-12 - F-22
Exhibit 23 - Consent of Independent Registered Public Accounting
Firm F-23
All other schedules required by Section 2520.103-10 of the Department of Labor's
Rules and Regulations for Reporting and Disclosures under the Employee
Retirement Income Security Act of 1974 have been omitted because they are not
applicable.
These financial statements have been prepared from the Company's books and
records after making all necessary adjustments thereto, and they represent the
final statements for the period ended December 31, 2006.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Investment and Savings Plan Committee has duly caused this annual report to be
signed on its behalf by the undersigned hereunto duly authorized.
ITT SALARIED INVESTMENT AND SAVINGS PLAN
BY: /s/ Geovanna Chan
------------------------------------
(Geovanna Chan, Director Benefits
Administration & Financial
Reporting)
June 26, 2007
----------------------------------------
(Date)
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Trustees and Participants of the
ITT Salaried Investment and Savings Plan
White Plains, New York
We have audited the accompanying statements of net assets available for benefits
of the ITT Salaried Investment and Savings Plan (the "Plan") as of December 31,
2006 and 2005, and the related statement of changes in net assets available for
benefits for the year ended December 31, 2006. 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 in accordance with 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. The Plan is not required to have,
nor were we engaged to perform, an audit of its internal control over financial
reporting. Our audits included consideration of internal control over financial
reporting as a basis for designing audit procedures that are appropriate in the
circumstances, 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. An audit also 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, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, such financial statements present fairly, in all material
respects, the net assets available for benefits of the Plan as of December 31,
2006 and 2005, and the changes in net assets available for benefits for the year
ended December 31, 2006 in conformity with accounting principles generally
accepted in the United States of America.
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) as of December 31, 2006, is presented for the purpose of
additional analysis and is not a required part of the basic 2006 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 schedule is the responsibility of
the Plan's management. Such schedule has been subjected to the auditing
procedures applied in our audit of the basic 2006 financial statements and, in
our opinion, is fairly stated in all material respects when considered in
relation to the basic 2006 financial statements taken as a whole.
/s/ Deloitte & Touche LLP
Stamford, Connecticut
June 22, 2007
F-1
ITT SALARIED INVESTMENT AND SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
($ IN THOUSANDS)
December 31,
-----------------------
2006 2005
---------- ----------
Assets:
Cash $ -- $ 208
Investments - At fair value 2,239,484 2,086,099
Receivables:
Dividends 1,537 1,466
Interest 481 3,089
Employer contributions 896 890
Participant contributions 2,713 2,678
Unsettled security sales 1,769 --
---------- ----------
Total Receivables 7,396 8,123
---------- ----------
Liabilities:
Accrued financial services expense 1,258 --
Unsettled security purchases 265 --
---------- ----------
Total Liabilities 1,523 --
---------- ----------
Net Assets Available for Benefits At Fair Value 2,245,357 2,094,430
Adjustment from fair value to contract value for
fully benefit-responsive investment contracts 1,219 4,395
---------- ----------
Net Assets Available for Benefits $2,246,576 $2,098,825
========== ==========
The accompanying notes to financial statements are an integral part of the above
statements.
F-2
ITT SALARIED INVESTMENT AND SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
($ IN THOUSANDS)
Year ended
December
31, 2006
----------
ADDITIONS:
Investment income:
Net appreciation in fair value of investments $ 144,324
Dividends 28,317
Interest 34,322
----------
Total investment income 206,963
----------
Contributions:
Participants 75,713
Employer 23,966
----------
Total contributions 99,679
----------
Asset rollovers 5,586
----------
Total additions 312,228
----------
DEDUCTIONS:
Withdrawals and distributions (159,073)
Investment management expenses (3,173)
Administrative expenses (2,231)
----------
Total deductions (164,477)
----------
INCREASE IN NET ASSETS 147,751
NET ASSETS AVAILABLE FOR BENEFITS:
Beginning of year 2,098,825
----------
End of year $2,246,576
==========
The accompanying notes to financial statements are an integral part of the above
statement.
F-3
ITT SALARIED INVESTMENT AND SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS AS OF DECEMBER 31, 2006 AND 2005, AND
FOR THE YEAR ENDED DECEMBER 31, 2006
($ IN THOUSANDS)
1. DESCRIPTION OF THE PLAN
The following description of the ITT Salaried Investment and 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 generally covering all regular
salaried U.S. employees of ITT Corporation (the "Company"). Employees are
eligible to join the Plan on the first day of the calendar month following
completion of one month of service. The Plan is subject to the provisions of the
Employee Retirement Income Security Act of 1974 ("ERISA").
CONTRIBUTIONS--
EMPLOYEE--An eligible employee as defined in the Plan ("Member") may generally
elect to contribute 2% to 25% of base salary. A Member may designate his/her
savings as Before-Tax Savings, After-Tax Savings, or any combination of the two.
A Member who is considered a Highly Compensated Employee under the Plan may
elect Plan savings up to a maximum of 14% of base salary as either Before-Tax
Savings, After-Tax Savings, or any combination subject to the dollar limitation
contained in section 402(g) of the Internal Revenue Code (the "Code") in order
to satisfy the Internal Revenue Service ("IRS") Non-Discrimination Test.
Effective January 1, 2006, the Plan has been amended to provide that all
salaried employees who first satisfy the eligibility requirements for
participation in the Plan on or after January 1, 2006 and who have not elected a
contribution rate, shall be deemed to have elected a 2% before-tax employee
contribution rate, provided however, that at any time, such employee may elect
to contribute at a different rate, including 0%, in accordance with the terms of
the Plan.
EMPLOYER--An amount equal to 50% of a Member's first 6% of base salary saved is
matched by the Company. In addition, the Company contributes 1/2 of 1% of base
salary to the Floor Company Contribution Account, as defined by the Plan, of
each eligible Member. All Members have the ability to invest their Company
contributions in any of the Plan's investment options.
All Company contributions, if directed by Members into the ITT Stock Fund,
including the future Company contributions to the Plan, have been deposited into
the Employee Stock Ownership account (ESOP). All dividends associated with the
Company contribution held in the ITT Stock Fund in the Plan are immediately 100%
vested. In addition, Members can make an election regarding the payment of their
ESOP dividends. Members can elect to have their ESOP dividends either reinvested
in the ITT Stock Fund or paid to them in cash on a quarterly basis.
Effective April 1, 2006, the Plan has been amended to limit the amount that may
be held in the ITT Stock Fund to 20% of a Member's balance. Members whose
investment in the ITT Stock Fund exceeded 20% of their total account balance
immediately preceding the effective date of the amendment are permitted to
remain invested in the stock fund at the level in effect immediately preceding
the effective date. Members whose investment in the ITT Stock Fund are 20% or
more immediately following the effective date of the amendment or on the last
day of any quarter thereafter are not permitted to designate any new employee or
company contributions to the stock fund.
F-4
INVESTMENT DIRECTION--A Member may direct employee contributions and Company
contributions, in any whole percentage, among any of fifteen investment options,
and the Member can change his/her future savings and reallocate his/her
accumulated investments in 1% increments on a daily basis among the fifteen
funds, however, limited to a maximum of four fund reallocations or transfers in
any calendar month, as defined below. The fifteen funds are as follows:
ITT Stock Fund
JPMorgan Managed Equity Index Fund
Stable Value Fund
Balanced Fund
Long Term Bond Fund
Equity Value Fund
Aggressive Growth Fund
Global Equity Fund
Small Cap Equity Fund
JPMCB SmartRetirement Income Fund
JPMCB SmartRetirement Fund 2010
JPMCB SmartRetirement Fund 2015
JPMCB SmartRetirement Fund 2020
JPMCB SmartRetirement Fund 2030
Self-Directed Brokerage Account Fund
MEMBER ACCOUNTS--Each Member's account is credited with the Member's
contributions, Company contributions and an allocation of Plan earnings, net of
administrative expenses and investment management fees. Allocations are based on
Member account balances, as defined in the Plan document. The benefit to which a
Member is entitled is the benefit that can be provided from the Member's vested
account.
Plan accounts are valued and reconciled between the trustee and record keeper
daily. Members can initiate transactions by using the Plan's web site, the
automated voice response system, or by speaking to a Plan representative at the
ITT Benefits Center ("Benefits Center").
A Member or deferred Member* may perform a maximum of four fund reallocations or
transfers in any calendar month. A reallocation or a transfer shall be defined
as a single reallocation or a single transfer, or as a series of reallocations
and/or transfers taking place on a single business day.
* A Member who has terminated employment with the Company and the Member has
elected to either defer his account or did not make any election and
therefore, his account was automatically deferred, the spouse beneficiary
of a deceased Member or deferred Member, or an alternate payee designated
as such pursuant to a domestic relations order as qualified by the Plan.
F-5
VESTING--Members are immediately vested in their contributions and the Company
floor contributions plus earnings thereon. Member's interests in matching
Company contributions vest according to the following schedule, except as noted
previously with respect to dividends on ESOP shares which are 100% vested:
Non-forfeitable
Years of Service Percentage
---------------- ---------------
Less than 1 year.......... 0%
1 but less than 2 years... 20%
2 but less than 3 years... 40%
3 but less than 4 years... 60%
4 but less than 5 years... 80%
5 or more years........... 100%
As of December 31, 2006 and 2005, the cumulative matching Company contributions
and floor Company contributions made on behalf of all Members, including a
pro-rata share of investment income, were as follows:
2006 2005
-------- --------
Vested $885,394 $847,506
Non-vested 6,842 6,202
-------- --------
$892,236 $853,708
======== ========
FORFEITURES--At December 31, 2006 and 2005, forfeited nonvested accounts totaled
$463 and $457, respectively. During the year ended December 31, 2006, employer
contributions were reduced by $463 from forfeited invested accounts.
MEMBER LOANS--A Member may request a loan in any specified whole dollar amount
which must be at least one thousand dollars but which may not exceed the lesser
of 50% of the vested share or fifty thousand dollars, reduced by the Member's
highest outstanding loan balance, if any, during the prior one-year period. The
interest rate charged by the Plan is based on the prime rate plus 1%, set at the
date of the loan origination, and remains the same throughout the term of the
loan. General purpose loan terms range from one to sixty months. If the loan is
used in the purchase of a primary residence, the loan term can be for a period
of up to one hundred eighty months. Members may have two loans outstanding at
the same time. Loans to Members at December 31, 2006 and 2005 were $24,956 and
$24,701, respectively. The loans are secured by the balance in the Member's
account.
A terminated Member may continue to make periodic repayment on their loans after
separation by contacting the Plan's Benefits Center. However, no new loans can
be requested after termination of employment.
PAYMENT OF BENEFITS--On termination of employment (including death, disability,
or retirement), a Member or his/her surviving spouse beneficiary may elect to
receive a lump-sum amount equal to the value of the Member's vested interest in
his/her account paid in cash or as a rollover to another qualified plan or an
Individual Retirement Account ("IRA"), or periodic payments under one of two
alternative installment options. In any case, a Member or his/her surviving
spouse beneficiary whose vested account balance is more than five thousand
dollars may elect to keep his/her account balance in the Plan until the year in
which the Member reaches/would have reached age 70 1/2. Upon the death of a
Member, with a non-spouse beneficiary, the distribution must be made within five
years from the Member's date of death in the form of a lump sum payment or
annual fixed period installments, provided that the number of installments does
not extend beyond five years from the date of the Member's death.
F-6
DIRECT ROLLOVER OF CERTAIN DISTRIBUTIONS - If a Member leaves the Company for
any reason, the Member is entitled to receive a distribution of the total vested
value of his/her account. The distribution can be in a form of a rollover as
follows:
(1) Elective Rollover - A Member may elect a rollover distribution paid
directly to not more than two eligible retirement plans as specified by the
Member.
(2) Mandatory Rollover - If a Member's account balance is greater than one
thousand dollars but less than five thousand and one dollars and the Member
fails to make an affirmative election to either receive the lump sum
payment or have it directly rolled over to an another qualified plan or an
IRA within the election period, the account balance will be automatically
rolled over to an IRA established in the Member's name.
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.
USE OF ESTIMATES, RISKS AND UNCERTAINTIES--The preparation of financial
statements in conformity with accounting principles generally accepted in the
United States of America requires management to make estimates and assumptions
that affect the reported amounts of net assets available for benefits and
changes therein. Actual results could differ from those estimates. The Plan
utilizes various investment securities. Investment securities, in general, are
exposed to various risks, such as interest rate, credit, and overall market
volatility. Due to the level of risk associated with certain investment
securities, it is reasonably possible that changes in the values of investment
securities will occur in the near term and those changes could materially affect
the amounts reported in the financial statements.
INVESTMENT VALUATION AND INCOME RECOGNITION--The Plan's investments are stated
at fair value except for its benefit-responsive investment contract investments
which are stated at fair value and then adjusted to contract value (Note 6).
Quoted market prices are used to value investments except investments in common
collective trusts, which are stated at estimated fair values based on the unit
values of the underlying funds. Shares of registered investment companies are
valued at the net asset value of shares held by the Plan at year-end. The stable
value fund includes synthetic guaranteed investment contracts whose underlying
investments are stated at fair value. Fair value of the underlying investments
is determined by the issuer of the synthetic Guaranteed Investment Contract
("GIC") based on quoted market prices and a fair value estimate of the wrapper
contracts. Fair market value of the wrappers is estimated by converting the
basis points assigned to the wrap fees into dollars. Purchases and sales of
securities are recorded on a trade-date basis. Interest income is recorded on
the accrual basis. Dividends are recorded on the ex-dividend date. Member
loans are valued at the outstanding loan balances (See Note 6).
EXPENSES--The Plan pays for the administrative expenses of the Plan up to 0.25%
of the market value of trust assets. In 2006, these expenses amounted to 0.10%
of trust assets. These expenses are limited to services provided by unrelated
vendors. The Company pays Plan administrative expenses which are not paid by the
Plan. In addition to the administrative expense charge, an investment management
fee is charged to each investment fund except for the ITT Stock Fund and the
Self-Directed Brokerage Account Fund.
F-7
PAYMENT OF BENEFITS--Benefit payments to Members are recorded upon distribution.
Amounts allocated to accounts of persons who have elected to withdraw from the
Plan but have not yet been paid were $73 and $120 at December 31, 2006 and 2005,
respectively.
ADOPTION OF NEW ACCOUNTING GUIDANCE-The financial statements reflect the
retroactive adoption of Financial Accounting Standards Board Staff Position, FSP
AAG INV-1 and SOP 94-4-1, Reporting of Fully Benefit-Responsive Contracts Held
by Certain Investment Companies Subject to the AICPA Investment Company Guide
and Defined-Contribution Health and Welfare and Pension Plans (the "FSP"). As
required by the FSP, the statement of net assets available for benefits present
investment contracts at fair value as well as an additional line item showing an
adjustment of fully benefit contracts from fair value to contract value. The
statement of changes in net assets available for benefit is presented on a
contract value basis and was not affected by the adoption of the FSP. The
adoption of the FSP did not impact the amount of net assets available for
benefits at December 31, 2006 and 2005.
3. INVESTMENTS
The following presents investments that represent 5 percent or more of the
Plan's net assets available for benefits:
December 31,
-------------------
2006 2005
-------- --------
*ITT Corporation Common Stock, 12,010,688 and 14,587,992 shares
(2005 restated for two-for-one stock split effective
February 21, 2006), respectively, at fair value $682,447 $749,969
Investment Contract with Bank of America, at contract value** $197,095 $186,776
Investment Contract with IXIS Financial Products Inc. formerly,
Caisse des Depots et Consignations (CDC), at contract value** $178,108 $167,978
Investment Contract with Monumental Life Insurance Company,
at contract value** $176,804 $178,394
*JP Morgan Chase Bank US Smart Index Fund, (Managed Equity
Index Fund) 8,460,749 and 8,211,843 shares respectively,
at fair value $232,587 $194,292
American Global New Perspective Fund (Global Equity Fund),
4,621,664 shares, at fair value $146,692 ***
* Permitted party-in-interest
** These investment contracts are part of the Stable Value fund investment
option
*** This investment represents less than 5 percent of Plan net assets at
December 31, 2005
During 2006, the Plan's investments (including gains and losses on investments
bought and sold, as well as held during the year) appreciated in value by
$144,324, as follows:
Mutual funds $ 3,503
Common stock 97,701
Common/collective trust 43,094
U.S. notes (73)
Corporate notes 89
Other 10
--------
Net appreciation $144,324
========
F-8
4. PLAN TRUSTEE
Effective January 1, 2006, the Plan changed its Trustee from State Street Bank
and Trust Company to Wells Fargo Bank NA. Wells Fargo Bank, NA served as the
Plan's Trustee for the period from January 1, 2006 to December 31, 2006. Fees
paid by the Plan for Trustee services provided by Wells Fargo Bank, NA amounted
to $164 for the year ended December 31, 2006.
5. FEDERAL INCOME TAX STATUS
The Internal Revenue Service has determined and informed the Company by letter
dated February 12, 2004 that the Plan and related trust are designed in
accordance with applicable sections of the Code. The Plan has been amended since
receiving the determination letter. However, the Plan Administrator and the
Plan's tax counsel believe that the Plan is designed and is currently being
operated in compliance with the applicable requirements of the Code and the Plan
and the related trust continue to be tax-exempt. Therefore, no provision for
income taxes has been included in the Plan's financial statements.
6. INVESTMENT CONTRACTS WITH INSURANCE AND OTHER FINANCIAL INSTITUTIONS
The Plan provides a self managed stable value investment option to Members that
includes a synthetic guaranteed investment contract which simulates the
performance of a guaranteed investment contract through an issuer's guarantee of
a specific interest rate (the wrapper contract) and a portfolio of financial
instruments that are owned by the Plan. The synthetic GIC includes underlying
assets which are held in trust owned by the Plan and utilizes a
benefit-responsive wrapper contracts issued by Bank of America, N.A., BRIC/IXIS,
IXIS Financial Products, Inc., JP Morgan Chase Bank and Monumental Life
Insurance Co. The contract provides that the Members execute plan transactions
at contract value. Contract value represents contributions made to the fund,
plus earnings, less Member withdrawals. The interest rates are reset quarterly
based on market rates of other similar investments, the current yield of the
underlying investments and the spread between the market value and contract
value, but the rate can not be less than 2%. Certain events such as plan
termination or a plan merger initiated by the Company may limit the ability of
the Plan to transact at contract value or may allow for the termination of the
wrapper contract at less than current value. The Company does not believe that
any events that may limit the ability of the Plan to transact at contract value
are probable.
2006 2005
---- ----
Average yields:
Based on annualized earnings (1) 5.53% 4.86%
Based on interest rate credited to Members (2) 4.95% 4.48%
(1) Computed by dividing the quarterly average market value weight yield of the
contract during the plan year by the fair value of the fund.
(2) Computed by dividing the annualized earnings credited to Members during the
plan year by the quarterly average fair value of the investments.
F-9
7. EXEMPT PARTY-IN-INTEREST TRANSACTIONS
At December 31, 2006 and 2005, the Plan held 12,010,688 and 14,587,992* shares
outstanding, respectively, of common stock of ITT Corporation, the Plan sponsor,
with a cost basis of $276,266 and $329,450, respectively. During the year ended
December 31, 2006, the Plan recorded related dividend income of $5,797 and net
appreciation of $69,692.
Certain administrative functions are performed by the officers and employees of
the Company (who may also be Members in the Plan) at no cost to the Plan.
Certain Plan investments are shares of common stock and common collective trusts
managed by JP Morgan Chase Bank, the record keeper of the Plan. The balance of
these investments at December 31, 2006 and 2005 were $502,963 and $367,764,
respectively. These investments earned $60,167 for the year ended December 31,
2006.
Wells Fargo Bank, NA, the Trustee of the Plan maintained short term investments
of $23,151 as of December 31, 2006.
These transactions are not deemed prohibited party-in-interest transactions,
because they are covered by statutory or administrative exemptions from the Code
and ERISA's rules on prohibited transactions.
* Restated for two-for-one stock split effective February 21, 2006.
8. PLAN TERMINATION
Although it has not expressed any intent to do so, the Company has the right
under the Plan to discontinue its contributions at any time and to terminate the
Plan subject to the provisions of ERISA. In the event of Plan termination,
Members will become 100% vested in their accounts.
9. ASSET TRANSFERS /ROLLOVERS
During 2006, no assets were transferred out and $5,586 was rolled over into the
Plan.
F-10
10. RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500
The following is a reconciliation of net assets available for benefits according
to the financial statements to the Plan's Form 5500:
As of
December 31,
-----------------------
2006 2005
---------- ----------
Net assets available for benefits per the financial statements $2,246,576 $2,098,825
Amounts allocated to withdrawing Members (73) (120)
Adjustment from fair value to contract value for fully benefit
responsive investment contracts (1,219) --
---------- ----------
Net assets available for benefits per the Form 5500 $2,245,284 $2,098,705
========== ==========
For the 2005 statement of assets available for benefits, the form 5500
investments line item differs from the investment line item on the financial
statements by $4,395. This amount represents the difference between investments
at fair market value per the financial statements versus contract value as
presented on the Form 5500.
As of
December 31, 2006
-----------------
Increase in net assets per the financial statements $147,751
Adjustment from contract value to fair value for
fully benefit responsive investment contracts (1,219)
Add: Amounts allocated to withdrawing Members at December 31, 2005 120
Less: Amounts allocated to withdrawing Members at December 31, 2006 (73)
--------
Net income per Form 5500 $146,579
========
The following is a reconciliation of withdrawals and distributions to Members
according to the financial statements to the Form 5500:
Year Ended
December 31, 2006
-----------------
Withdrawals and distributions per the financial statements $159,073
Add: Amounts allocated to withdrawing Members at December 31, 2006 73
Less: Amounts allocated to withdrawing Members at December 31, 2005 (120)
--------
Withdrawals and distributions per the Form 5500 $159,026
========
11. SUBSEQUENT EVENTS
Effective September 4, 2007, the Plan's record keeper, JP Morgan Chase Bank will
be succeeded by Affiliated Computer Services, Inc. (ACS).
Effective, July 2007, the Plan will add several new fund choices.
F-11
EIN: 13-5158950
PN: 100
ITT SALARIED INVESTMENT AND SAVINGS PLAN
SCHEDULE H, PART IV, LEVEL 4i - SCHEDULE OF ASSETS (HELD AT END OF YEAR)
AS OF DECEMBER 31, 2006
(C) DESCRIPTION OF INVESTMENT, INCLUDING
(B) IDENTITY OF ISSUER, BORROWER, MATURITY DATE, RATE OF INTEREST, (D) (E) CURRENT
(A) LESSER OR SIMILAR PARTY COLLATERAL, AND PAR OR MATURITY VALUE COST VALUE
--- --------------------------------- ---------------------------------------- ---- -------------
* JP Morgan Liquidity Fund Money Market 568,947
* Wells Fargo Short Term Investment Fund Money Market 23,151,235
United States Treasury Bonds US Government Security, Par - 2,230,000 ** 2,388,714
Maturity 2/15/31, Interest 5.375%
United States Treasury Bonds US Government Security, Par - 4,885,000 ** 6,475,678
Maturity 11/15/21, Interest 8%
United States Treasury Notes US Government Security, Par - 20,410,000 ** 20,357,383
Maturity 2/28/07, Interest 3.375%
United States Treasury Notes US Government Security, Par - 5,090,000 ** 5,066,937
Maturity 4/30/07, Interest 3.625%
Amgen Corporate Bond Corporate Bond, Par - 1,075,000 ** 1,048,125
Maturity 2/1/11, Interest .125%
Abbott Laboratories Common Stock ** 1,417,461
Allied Waste Industries Common Stock ** 1,723,058
Alpha Natural Resources, Inc Common Stock ** 543,586
Altria Group Inc Common Stock ** 3,655,932
American Electric Power Inc Common Stock ** 604,636
American International Group Inc Common Stock ** 7,610,292
Amerisourcebergen Corp Common Stock ** 1,308,336
F-12
EIN: 13-5158950
PN: 100
ITT SALARIED INVESTMENT AND SAVINGS PLAN
SCHEDULE H, PART IV, LEVEL 4i - SCHEDULE OF ASSETS (HELD AT END OF YEAR)
AS OF DECEMBER 31, 2006
(C) DESCRIPTION OF INVESTMENT, INCLUDING
(B) IDENTITY OF ISSUER, BORROWER, MATURITY DATE, RATE OF INTEREST, (D) (E) CURRENT
(A) LESSER OR SIMILAR PARTY COLLATERAL, AND PAR OR MATURITY VALUE COST VALUE
--- --------------------------------- ---------------------------------------- ---- -------------
Amgen Inc Common Stock ** 498,663
AT&T Common Stock ** 1,826,825
Axis Capital Holdings Ltd Common Stock ** 520,572
Baker Hughes Inc Common Stock ** 709,270
Bally Technologies Inc Common Stock ** 607,100
Bank of America Corp Common Stock ** 3,666,825
Bank of New York Inc Common Stock ** 1,913,382
BEA Systems Inc Common Stock ** 554,778
BellSouth Corporation Common Stock ** 485,233
Benfield Group Limited Common Stock ** 662,900
Black & Decker Manufacturing, Inc Common Stock ** 1,119,580
H&R Block, Inc Common Stock ** 792,576
Blockbuster Inc Common Stock ** 582,958
Boeing Co Common Stock ** 2,327,608
Borg Warner Inc Common Stock ** 826,280
Boyd Gaming Corporation Common Stock ** 647,933
BP PLC - ADR Sponsored ADR ** 3,086,600
F-13
EIN: 13-5158950
PN: 100
ITT SALARIED INVESTMENT AND SAVINGS PLAN
SCHEDULE H, PART IV, LEVEL 4i - SCHEDULE OF ASSETS (HELD AT END OF YEAR)
AS OF DECEMBER 31, 2006
(C) DESCRIPTION OF INVESTMENT, INCLUDING
(B) IDENTITY OF ISSUER, BORROWER, MATURITY DATE, RATE OF INTEREST, (D) (E) CURRENT
(A) LESSER OR SIMILAR PARTY COLLATERAL, AND PAR OR MATURITY VALUE COST VALUE
--- --------------------------------- ---------------------------------------- ---- -------------
Cadbury Schweppes PLC Sponsored ADR ** 1,043,199
Career Education Corporation Common Stock ** 765,702
CBS Corporation Common Stock ** 3,152,298
Chevron Corp Common Stock ** 4,345,623
Chubb Corp Common Stock ** 1,571,427
Cisco Systems Inc. Common Stock ** 951,084
Citigroup Inc Common Stock ** 7,357,970
Clorox Co Common Stock ** 1,212,435
Comcast Corp New Common Stock ** 2,860,404
Conagra Foods Inc. Common Stock ** 1,277,100
ConocoPhillips Common Stock ** 3,072,265
Corning Inc. Common Stock ** 710,980
Countrywide Financial Corporation Common Stock ** 394,785
Crown Castle Intl Corp Common Stock ** 410,210
CSX Corp Common Stock ** 1,311,783
DaimlerChrysler AG-ADR Sponsored ADR ** 1,228,200
DeVry Inc Common Stock ** 775,600
F-14
EIN: 13-5158950
PN: 100
ITT SALARIED INVESTMENT AND SAVINGS PLAN
SCHEDULE H, PART IV, LEVEL 4i - SCHEDULE OF ASSETS (HELD AT END OF YEAR)
AS OF DECEMBER 31, 2006
(C) DESCRIPTION OF INVESTMENT, INCLUDING
(B) IDENTITY OF ISSUER, BORROWER, MATURITY DATE, RATE OF INTEREST, (D) (E) CURRENT
(A) LESSER OR SIMILAR PARTY COLLATERAL, AND PAR OR MATURITY VALUE COST VALUE
--- --------------------------------- ---------------------------------------- ---- -------------
Diebold Inc. Common Stock ** 1,411,980
Discovery Holding Co Common Stock ** 1,364,432
Dover Corp Common Stock ** 1,083,342
Du Pont EI De Nemours & Co Common Stock ** 1,412,590
Eaton Vance Corporation Common Stock ** 1,208,166
Electronic Data System Corp Common Stock ** 878,845
Endo Pharmaceutical Holdings Inc Common Stock ** 750,176
Entergy Corp Common Stock ** 1,209,392
Exxon Mobil Corp Common Stock ** 4,268,291
Fair Isaac, Inc. Common Stock ** 1,268,280
Federal Home Loan Mortgage Corp Common Stock ** 3,007,970
Federal National Mortgage Assn Common Stock ** 2,322,149
Flextronics International Ltd Common Stock ** 730,128
Gemstar TV Guide Intl Inc Common Stock ** 608,718
General Electric Co Common Stock ** 4,919,162
Genworth Financial Inc Common Stock ** 1,929,444
Goldman Sachs Group Inc Common Stock ** 1,255,905
F-15
EIN: 13-5158950
PN: 100
ITT SALARIED INVESTMENT AND SAVINGS PLAN
SCHEDULE H, PART IV, LEVEL 4i - SCHEDULE OF ASSETS (HELD AT END OF YEAR)
AS OF DECEMBER 31, 2006
(C) DESCRIPTION OF INVESTMENT, INCLUDING
(B) IDENTITY OF ISSUER, BORROWER, MATURITY DATE, RATE OF INTEREST, (D) (E) CURRENT
(A) LESSER OR SIMILAR PARTY COLLATERAL, AND PAR OR MATURITY VALUE COST VALUE
--- --------------------------------- ---------------------------------------- ---- -------------
Hartford Financial Services Group Common Stock ** 718,487
Honeywell International Inc. Common Stock ** 895,752
Huntsman Corp Common Stock ** 1,039,556
IAC InterActiveCorp Common Stock ** 982,882
Idearc Inc. Common Stock ** 73,487
IDT Corporation Common Stock ** 500,964
Ingersoll-Rand Company LTD Common Stock ** 1,232,595
Integrated Device Technology Inc Common Stock ** 883,908
Interpublic Group Cos Inc Common Stock ** 718,488
* ITT Industries, Inc Common Stock ** 682,447,292
* JP Morgan Chase & Co Common Stock ** 5,047,350
Kellogg Co Common Stock ** 805,966
Kimberley Clark Corporation Common Stock ** 890,145
Kroger Co Common Stock ** 2,593,068
Lazard Ltd Common Stock ** 771,642
Liberty Global Inc Common Stock ** 1,248,324
Limited Brands Inc Common Stock ** 732,182
F-16
EIN: 13-5158950
PN: 100
ITT SALARIED INVESTMENT AND SAVINGS PLAN
SCHEDULE H, PART IV, LEVEL 4i - SCHEDULE OF ASSETS (HELD AT END OF YEAR)
AS OF DECEMBER 31, 2006
(C) DESCRIPTION OF INVESTMENT, INCLUDING
(B) IDENTITY OF ISSUER, BORROWER, MATURITY DATE, RATE OF INTEREST, (D) (E) CURRENT
(A) LESSER OR SIMILAR PARTY COLLATERAL, AND PAR OR MATURITY VALUE COST VALUE
--- --------------------------------- ---------------------------------------- ---- -------------
Manhattan Associates Inc Common Stock ** 664,768
Massey Energy Corporation Common Stock ** 971,014
MBIA Inc Common Stock ** 1,285,856
McDonalds Corp Common Stock ** 1,569,282
Medicis Pharmaceutical Corp Common Stock ** 663,957
Merck & Co Inc Common Stock ** 1,220,800
Merrill Lynch & Co Inc Common Stock ** 4,021,920
MetLife Inc Common Stock ** 1,770,300
Microsoft Corp Common Stock ** 3,695,175
Mittal Steel Company Common Stock ** 1,181,040
Molson Coors Brewing Co Common Stock ** 229,320
Nalco Holding Co Common Stock ** 1,434,246
National City Corp Common Stock ** 990,776
National Oilwell Varco Inc Common Stock ** 728,042
Navigant Consulting Co Common Stock ** 790,400
Nokia Corp Common Stock ** 1,032,256
Northrop Grumman Corp Common Stock ** 1,042,580
F-17
EIN: 13-5158950
PN: 100
ITT SALARIED INVESTMENT AND SAVINGS PLAN
SCHEDULE H, PART IV, LEVEL 4i - SCHEDULE OF ASSETS (HELD AT END OF YEAR)
AS OF DECEMBER 31, 2006
(C) DESCRIPTION OF INVESTMENT, INCLUDING
(B) IDENTITY OF ISSUER, BORROWER, MATURITY DATE, RATE OF INTEREST, (D) (E) CURRENT
(A) LESSER OR SIMILAR PARTY COLLATERAL, AND PAR OR MATURITY VALUE COST VALUE
--- --------------------------------- ---------------------------------------- ---- -------------
Novartis AG ADR ** 746,720
NRG Energy Inc. Common Stock ** 1,781,118
Nuveen Investments Inc Common Stock ** 752,260
Occidental Petroleum Corp Common Stock ** 810,578
Office Depot Inc Common Stock ** 771,034
Omnicare Inc Common Stock ** 764,874
OSI Restaurant Partners Inc Common Stock ** 686,000
Owens Illinois Inc Common Stock ** 396,675
Pearson PLC Common Stock ** 1,340,880
Pepsico Inc Common Stock ** 1,369,845
Performance Food Group Co Common Stock ** 1,384,764
Pfizer Inc Common Stock ** 4,809,630
Procter & Gamble Co Common Stock ** 1,548,907
Radio One Inc Common Stock ** 472,474
Range Res Corporation Common Stock ** 1,037,988
Rockwood Holdings Inc Common Stock ** 775,482
Royal Bank of Scotland Group Common Stock ** 1,154,696
F-18
EIN: 13-5158950
PN: 100
ITT SALARIED INVESTMENT AND SAVINGS PLAN
SCHEDULE H, PART IV, LEVEL 4i - SCHEDULE OF ASSETS (HELD AT END OF YEAR)
AS OF DECEMBER 31, 2006
(C) DESCRIPTION OF INVESTMENT, INCLUDING
(B) IDENTITY OF ISSUER, BORROWER, MATURITY DATE, RATE OF INTEREST, (D) (E) CURRENT
(A) LESSER OR SIMILAR PARTY COLLATERAL, AND PAR OR MATURITY VALUE COST VALUE
--- --------------------------------- ---------------------------------------- ---- -------------
Safeway Inc Common Stock ** 1,524,096
Sanmina Sci Corp Common Stock ** 244,950
Sara Lee Corp Common Stock ** 1,604,226
Schlumberger Ltd Common Stock ** 1,414,784
Schwab Charles Corp Common Stock ** 1,320,922
Sempra Energy Common Stock ** 716,416
Servicemaster Co Common Stock ** 336,927
SLM Corp Common Stock ** 1,009,539
Smurfit Stone Container Corp Common Stock ** 358,639
Solectron Corp Common Stock ** 359,996
Sprint Nextel Corp Common Stock ** 2,657,823
SPX Corp Common Stock ** 587,136
ST Jude Medical Inc Common Stock ** 906,688
Stancorp Financial Group Inc Common Stock ** 828,920
State Street Corp Common Stock ** 762,072
SunTrust Banks Inc Common Stock ** 1,156,965
Target Corp Common Stock ** 330,890
F-19
EIN: 13-5158950
PN: 100
ITT SALARIED INVESTMENT AND SAVINGS PLAN
SCHEDULE H, PART IV, LEVEL 4i - SCHEDULE OF ASSETS (HELD AT END OF YEAR)
AS OF DECEMBER 31, 2006
(C) DESCRIPTION OF INVESTMENT, INCLUDING
(B) IDENTITY OF ISSUER, BORROWER, MATURITY DATE, RATE OF INTEREST, (D) (E) CURRENT
(A) LESSER OR SIMILAR PARTY COLLATERAL, AND PAR OR MATURITY VALUE COST VALUE
--- --------------------------------- ---------------------------------------- ---- -------------
Tech Data Corp Common Stock ** 677,873
Temple Inland Inc Common Stock ** 543,154
The St Paul Companies, Inc Common Stock ** 1,101,397
Tibco Software Inc Common Stock ** 822,224
Time Warner Inc Common Stock ** 2,681,118
Tribune Co Common Stock ** 1,061,910
UnitedHealth Group Inc Common Stock ** 1,552,797
Urban Outfitters Incorporated Common Stock ** 865,928
Verizon Communications Common Stock ** 1,910,412
Viacom Inc Common Stock ** 1,031,248
Wachovia Corp Common Stock ** 1,178,865
Wal Mart Stores Inc Common Stock ** 1,371,546
Waste Management Inc Common Stock ** 1,161,932
Watson Pharmaceuticals Inc Common Stock ** 963,110
Wisconsin Energy Corp Common Stock ** 996,660
XL Capital Ltd Common Stock ** 727,402
F-20
EIN: 13-5158950
PN: 100
ITT SALARIED INVESTMENT AND SAVINGS PLAN
SCHEDULE H, PART IV, LEVEL 4i - SCHEDULE OF ASSETS (HELD AT END OF YEAR)
AS OF DECEMBER 31, 2006
(C) DESCRIPTION OF INVESTMENT, INCLUDING
(B) IDENTITY OF ISSUER, BORROWER, MATURITY DATE, RATE OF INTEREST, (D) (E) CURRENT
(A) LESSER OR SIMILAR PARTY COLLATERAL, AND PAR OR MATURITY VALUE COST VALUE
--- --------------------------------- ---------------------------------------- ---- -------------
* Participants Loans Participant Loans ** 24,956,187
The Loan interest rate ranges varied
from 4% - 10.5%, with scheduled maturity
dates from 2/28/2006 - 10/31/2028
Self-Directed Brokerage Fund Other ** 5,202,422
* JP Morgan Chase Bank International Bond Fund Common/Collective Trusts ** 383,927
* JP Morgan Chase Bank Mortgage Private Placement Common/Collective Trusts ** 8,494,818
* JP Morgan Chase Bank Public Bonds Fund Common/Collective Trusts ** 37,814,572
American Century Mutual Funds Inc Registered Investment Company ** 59,694,585
American Century Small Companies Registered Investment Company ** 88,666,342
American Global New Perspective Fund Registered Investment Company ** 146,691,613
* JP Morgan Chase Bank Smart Index Fund Common Collective Trust ** 232,586,546
* JP Morgan Chase Bank Smart Retirement 2010 Common Collective Trust ** 13,949,377
* JP Morgan Chase Bank Smart Retirement 2015 Common Collective Trust ** 18,819,966
* JP Morgan Chase Bank Smart Retirement 2020 Common Collective Trust ** 29,065,422
* JP Morgan Chase Bank Smart Retirement 2030 Common Collective Trust ** 20,077,814
* JP Morgan Chase Bank Smart Retirement Income Common Collective Trust ** 11,516,040
F-21
EIN: 13-5158950
PN: 100
ITT SALARIED INVESTMENT AND SAVINGS PLAN
SCHEDULE H, PART IV, LEVEL 4i - SCHEDULE OF ASSETS (HELD AT END OF YEAR)
AS OF DECEMBER 31, 2006
(C) DESCRIPTION OF INVESTMENT, INCLUDING
(B) IDENTITY OF ISSUER, BORROWER, MATURITY DATE, RATE OF INTEREST, (D) (E) CURRENT
(A) LESSER OR SIMILAR PARTY COLLATERAL, AND PAR OR MATURITY VALUE COST VALUE
--- --------------------------------- ---------------------------------------- ---- -------------
Stable Value Fund investments and wrapper contracts:
Bank of America N.A. Bank Investment Contract
Interest 5.33% ** 196,846,520
Wrapper Contract --
BRIC/IXIS Insurance Company General Account
Interest 5.009% ** 9,007,621
Wrapper Contract --
IXIS Financial Products, Inc. (formerly CDC) Insurance Company General Account
Interest 5.74% ** 180,591,602
Wrapper Contract --
* JP Morgan Chase Bank Bank Investment Contract
Maturity 5/31/18, Interest 4.394% ** 41,849,512
Wrapper Contract --
Monumental Life Insurance Co Insurance Company General Account
Maturity 5/31/18, Interest 4.66% ** 174,203,500
Wrapper Contract --
-------------
TOTAL INVESTMENTS ** 2,239,484,134
=============
* Party-in-interest to the Plan
** Cost information is not required for participant directed investments and,
therefore, is not included.
F-22