GENERAL FORM FOR REGISTRATION OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Indiana
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45-2080495 | |
(State or other jurisdiction
of incorporation or organization) |
(I.R.S. Employer Identification No.) |
|
1133 Westchester Avenue, Suite 2000
White Plains, New York (Address of Principal Executive Offices) |
10604 (Zip Code) |
Name of Each Exchange on Which |
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Title of Each Class to be so Registered
|
Each Class is to be Registered
|
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Common stock, par value $0.01 per share
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New York Stock Exchange |
Large accelerated filer o | Accelerated filer o | Non-accelerated filer þ | Smaller reporting company o |
Item 1. | Business |
Item 1A. | Risk Factors |
Item 2. | Financial Information |
Item 3. | Properties |
Item 4. | Security Ownership of Certain Beneficial Owners and Management |
Item 5. | Directors and Executive Officers |
Item 6. | Executive Compensation |
Item 7. | Certain Relationships and Related Transactions, and Director Independence |
Item 8. | Legal Proceedings |
Item 9. | Market Price of and Dividends on the Registrants Common Equity and Related Stockholder Matters |
Item 10. | Recent Sales of Unregistered Securities |
Item 11. | Description of Registrants Securities to be Registered |
Item 12. | Indemnification of Directors and Officers |
Item 13. | Financial Statements and Supplementary Data |
Item 14. | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure |
Item 15. | Financial Statements and Exhibits |
(a) | Financial Statements |
(b) | Exhibits |
Exhibit |
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No.
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Description
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2 | .1 | Form of Distribution Agreement among ITT Corporation, Exelis Inc. and Xylem Inc.* | ||
3 | .1 | Form of Amended and Restated Articles of Incorporation of Xylem Inc.* | ||
3 | .2 | Form of Amended and Restated By-Laws of Xylem Inc.* | ||
4 | .1 | Indenture between Xylem Inc. and Union Bank, National Association, as trustee | ||
10 | .1 | Form of Benefits and Compensation Matters Agreement among ITT Corporation, Exelis Inc. and Xylem Inc. | ||
10 | .2 | Form of Tax Matters Agreement among ITT Corporation, Exelis Inc. and Xylem Inc. | ||
10 | .3 | Form of Master Transition Services Agreement among ITT Corporation, Exelis Inc. and Xylem Inc. | ||
10 | .4 | Forms of Master Lease Agreement and Master Sublease Agreement | ||
10 | .5 | Form of GOULDS Trademark License Agreement between Goulds Pumps Incorporated and Xylem Inc. | ||
10 | .6 | Form of Xylem Inc. 2011 Omnibus Incentive Plan* | ||
10 | .7 | Credit Agreement among Xylem Inc., the lenders party thereto, and J.P. Morgan Securities LLC and Citigroup Global Markets Inc., as lead arrangers and lead bookrunners | ||
10 | .8 | Offer Letter between Frank R. Jimenez and ITT Corporation, dated April 2, 2009 | ||
21 | .1 | Subsidiaries of Xylem Inc.* | ||
99 | .1 | Information Statement, dated September 26, 2011 |
* | Previously Filed. |
By: |
/s/ Gretchen
W. McClain
|
Page | ||||
ARTICLE 1 | ||||
Definitions and Other Provisions of General Application | ||||
Section 1.01. Definitions |
1 | |||
Section 1.02. Officers Certificates and Opinions |
10 | |||
Section 1.03. Form of Documents Delivered to Trustee |
11 | |||
Section 1.04. Acts of Securityholders |
11 | |||
Section 1.05. Notices, etc., to Trustee and Company |
13 | |||
Section 1.06. Notice to Securityholders; Waiver |
13 | |||
Section 1.07. Conflict with Trust Indenture Act |
14 | |||
Section 1.08. Effect of Headings and Table of Contents |
14 | |||
Section 1.09. Successors and Assigns |
14 | |||
Section 1.10. Separability Clause |
14 | |||
Section 1.11. Benefits of Indenture |
14 | |||
Section 1.12. Governing Law |
14 | |||
Section 1.13. Counterparts |
14 | |||
Section 1.14. Judgment Currency |
14 | |||
Section 1.15. Legal Holidays |
15 | |||
ARTICLE 2 | ||||
Security Forms | ||||
Section 2.01. Forms Generally |
15 | |||
Section 2.02. Forms of Securities |
16 | |||
Section 2.03. Securities in Global Form |
16 | |||
Section 2.04. Form of Trustees Certificate of Authentication |
16 | |||
ARTICLE 3 | ||||
The Securities | ||||
Section 3.01. General Title; General Limitations; Issuable
in Series; Terms of Particular Series |
17 | |||
Section 3.02. Denominations and Currency |
21 | |||
Section 3.03. Execution, Authentication and Delivery, and Dating |
21 | |||
Section 3.04. Temporary Securities |
23 | |||
Section 3.05. Registration, Transfer and Exchange |
24 | |||
Section 3.06. Mutilated, Destroyed, Lost and Stolen Securities |
27 | |||
Section 3.07. Payment of Interest; Interest Rights Preserved |
28 | |||
Section 3.08. Persons Deemed Owners |
29 | |||
Section 3.09. Cancellation |
29 | |||
Section 3.10. Computation of Interest |
30 | |||
Section 3.11. CUSIP Numbers |
30 |
Page | ||||
ARTICLE 4 |
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Satisfaction And Discharge |
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Section 4.01. Satisfaction and Discharge of Indenture |
30 | |||
Section 4.02. Discharge and Defeasance |
32 | |||
Section 4.03. Covenant Defeasance |
32 | |||
Section 4.04. Conditions to Defeasance or Covenant Defeasance |
33 | |||
Section 4.05. Application of Trust Money; Excess Funds |
35 | |||
Section 4.06. Paying Agent to Repay Moneys Held |
35 | |||
Section 4.07. Return of Unclaimed Amounts |
36 | |||
Section 4.08. Reinstatement |
36 | |||
ARTICLE 5 |
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Remedies |
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Section 5.01. Events of Default |
36 | |||
Section 5.02. Acceleration of Maturity; Rescission, and Annulment |
38 | |||
Section 5.03. Collection of Indebtedness and Suits for Enforcement by
Trustee |
39 | |||
Section 5.04. Trustee May File Proofs of Claim |
40 | |||
Section 5.05. Trustee May Enforce Claims Without Possession of Securities |
41 | |||
Section 5.06. Application of Money Collected |
41 | |||
Section 5.07. Limitation on Suits |
42 | |||
Section 5.08. Unconditional Right of Securityholders to Receive
Principal, Premium, and Interest |
42 | |||
Section 5.09. Restoration of Rights and Remedies |
42 | |||
Section 5.10. Rights and Remedies Cumulative |
43 | |||
Section 5.11. Delay or Omission Not Waiver |
43 | |||
Section 5.12. Control by Securityholders |
43 | |||
Section 5.13. Waiver of Past Defaults |
43 | |||
Section 5.14. Undertaking for Costs |
44 | |||
Section 5.15. Waiver of Stay or Extension Laws |
44 | |||
ARTICLE 6 |
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The Trustee |
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Section 6.01. Certain Duties and Responsibilities of Trustee |
44 | |||
Section 6.02. Notice of Defaults |
46 | |||
Section 6.03. Certain Rights of Trustee |
46 | |||
Section 6.04. Not Responsible for Recitals or Issuance of Securities |
47 | |||
Section 6.05. May Hold Securities |
48 | |||
Section 6.06. Money Held in Trust |
48 | |||
Section 6.07. Compensation and Reimbursement |
48 | |||
Section 6.08. Disqualification; Conflicting Interests |
49 | |||
Section 6.09. Corporate Trustee Required; Eligibility |
49 | |||
Section 6.10. Resignation and Removal; Appointment of Successor |
49 | |||
Section 6.11. Acceptance of Appointment by Successor |
51 |
Page | ||||
Section 6.12. Merger, Conversion, Consolidation or Succession to Business |
52 | |||
Section 6.13. Preferential Collection of Claims Against Company |
52 | |||
Section 6.14. Appointment of Authenticating Agent |
52 | |||
ARTICLE 7 |
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Securityholders Lists and Reports by Trustee and Company |
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Section 7.01. Company to Furnish Trustee Names and Addresses of Securityholders |
54 | |||
Section 7.02. Preservation of Information; Communications to Securityholders |
54 | |||
Section 7.03. Reports by Trustee |
55 | |||
Section 7.04. Reports by Company |
56 | |||
ARTICLE 8 |
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Consolidation, Merger, Conveyance or Transfer |
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Section 8.01. Company May Consolidate, etc., Only on Certain Terms |
57 | |||
Section 8.02. Successor Corporation Substituted |
57 | |||
ARTICLE 9 |
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Supplemental Indentures |
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Section 9.01. Supplemental Indentures Without Consent of Securityholders |
58 | |||
Section 9.02. Supplemental Indentures With Consent of Securityholders |
59 | |||
Section 9.03. Execution of Supplemental Indentures |
61 | |||
Section 9.04. Effect of Supplemental Indentures |
61 | |||
Section 9.05. Conformity With the Trust Indenture Act |
61 | |||
Section 9.06. Reference in Securities to Supplemental Indentures |
61 | |||
ARTICLE 10 |
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Covenants |
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Section 10.01. Payment of Principal, Premium and Interest |
62 | |||
Section 10.02. Maintenance of Office or Agency |
62 | |||
Section 10.03. Money or Security Payments to Be Held in Trust |
62 | |||
Section 10.04. Certificate to Trustee |
63 | |||
Section 10.05. Corporate Existence |
63 | |||
Section 10.06. Waiver of Certain Covenants |
63 | |||
Section 10.07. Limitation on Liens |
64 | |||
Section 10.08. Limitation on Sale and Lease-Back Transactions |
65 | |||
ARTICLE 11 |
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Redemption of Securities |
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Section 11.01. Applicability of Article |
66 | |||
Section 11.02. Election to Redeem; Notice to Trustee |
66 | |||
Section 11.03. Selection by Trustee of Securities to be Redeemed |
66 |
Page | ||||
Section 11.04. Notice of Redemption |
67 | |||
Section 11.05. Deposit of Redemption Price |
68 | |||
Section 11.06. Securities Payable on Redemption Date |
68 | |||
Section 11.07. Securities Redeemed in Part |
68 | |||
Section 11.08. Provisions with Respect to any Sinking Funds |
69 | |||
ARTICLE 12 |
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Repayment at Option of Holders |
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Section 12.01. Applicability of Article |
70 | |||
Section 12.02. Repayment of Securities |
70 | |||
Section 12.03. Exercise of Option |
71 | |||
Section 12.04. When Securities Presented for Repayment Become Due and
Payable |
71 | |||
Section 12.05. Securities Repaid in Part |
71 | |||
ARTICLE 13 |
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Subordination of Subordinated Securities |
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Section 13.01. Agreement to Subordinate |
72 | |||
Section 13.02. Payment on Dissolution, Liquidation or Reorganization;
Default on Senior Indebtedness |
72 | |||
Section 13.03. Payment Prior to Dissolution or Default |
75 | |||
Section 13.04. Securityholders Authorize Trustee to Effectuate Subordination
of Securities |
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75 | ||||
Section 13.05. Right of Trustee to Hold Senior Indebtedness |
75 | |||
Section 13.06. Not to Prevent Events of Default |
75 | |||
Section 13.07. No Fiduciary Duty of Trustee to Holders of Senior Indebtedness |
76 | |||
ARTICLE 14 |
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Guarantee of Securities |
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Section 14.01. Guarantee |
76 | |||
Section 14.02. Waiver |
76 | |||
Section 14.03. Guarantee of Payment |
77 | |||
Section 14.04. No Discharge or Diminishment of Guarantee |
77 | |||
Section 14.05. Defenses of Company Waived |
77 | |||
Section 14.06. Continued Effectiveness |
78 | |||
Section 14.07. Subrogation |
78 | |||
Section 14.08. Subordination |
78 | |||
Section 14.09. Release of Guarantor and Termination of Guarantee |
79 | |||
Section 14.10. Limitation of Guarantors Liability |
79 | |||
Section 14.11. No Obligation to Take Action Against the Company |
80 | |||
Section 14.12. Execution and Delivery |
80 |
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applicants has the meaning specified in Section 7.02. |
2
3
Covenant Defeasance has the meaning specified in Section 4.03. | ||
Debt means any indebtedness for borrowed money. | ||
Defaulted Interest has the meaning specified in Section 3.07. | ||
Defeasance has the meaning specified in Section 4.02. |
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UNION BANK, N.A., as Trustee, |
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By: | ||||
Authorized Signatory | ||||
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UNION BANK, N.A., as Trustee |
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By: | ||||
As Authenticating Agent | ||||
By: | ||||
Authorized Signatory |
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XELM INC. |
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By: | /s/ Michale Speetzen | |||
Name: | Michale Speetzen | |||
Title: | Chief Financial Officer | |||
ITT CORPORATION, as Guarantor |
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By: | /s/ Colleen Ostrowski | |||
Name: | Colleen Ostrowski | |||
Title: | Vice President and Treasurer | |||
UNION BANK, N.A., as Trustee |
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By: | /s/ Eva Aryeetey | |||
Name: | Eva Aryeetey | |||
Title: | Vice President |
81
State of New York |
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ss.: | ||
County of |
/s/ Margaret A. Bersito | ||||
Notary Public |
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[Notarial Stamp] | ||||
82
State of New York |
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ss.: | ||
County of |
/s/ Margaret A. Bersito | ||||
Notary Public |
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[Notarial Stamp] | ||||
1
State of New York |
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ss.: | ||
County of New York |
/s/ Ivy L. Wegener | ||||
Notary Public |
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[Notarial Stamp] | ||||
Page | ||||
1. EMPLOYEES |
1 | |||
2. BENEFIT PROGRAM PARTICIPATION |
2 | |||
3. DEFINED BENEFIT PLANS |
4 | |||
4. DEFINED CONTRIBUTION PLANS |
8 | |||
5. EMPLOYEE HEALTH AND WELFARE BENEFIT PLANS |
11 | |||
6. INCENTIVE PLANS |
14 | |||
7. STOCK OPTIONS AND OTHER AWARDS |
15 | |||
8. COLI |
17 | |||
9. DIRECTOR PLANS |
18 | |||
10. COLLECTIVE BARGAINING AGREEMENTS |
18 | |||
11. TRANSITION SERVICES |
19 | |||
12. ALLOCATION OF BALANCE SHEET ACCOUNTS |
19 | |||
13. ACCESS TO INFORMATION AND DATA EXCHANGE |
20 | |||
14. NOTICES; COOPERATION |
21 | |||
15. FURTHER ASSURANCES |
22 | |||
16. INDEMNIFICATION |
22 | |||
17. DISPUTE RESOLUTION |
23 | |||
18. MISCELLANEOUS |
23 | |||
19. DEFINITIONS |
1 |
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ITT Corporation | ||||||
By: | ||||||
Name: | ||||||
Title: | ||||||
Xylem Inc. | ||||||
By: | ||||||
Name: | ||||||
Title: | ||||||
Exelis Inc. | ||||||
By: | ||||||
Name: | ||||||
Title: | ||||||
1
2
3
4
5
Page | ||||
Schedule 1(a)(i): ITT Employees to Water |
1 | |||
Schedule 1(a)(ii): ITT Employees to Defense |
3 | |||
Schedule 1(d): Employment Agreements |
5 | |||
Schedule 3(a)(i): List of US Qualified Defined Benefit Plans |
6 | |||
Schedule 3(a)(ii): List of US Non-Qualified Defined Benefit Plans |
7 | |||
Schedule 3(a)(iii): List of Non-US Defined Benefit Plans |
8 | |||
Schedule 3(b)(iv): Master Trust Interest |
10 | |||
Schedule 4(a)(i): List of US Qualified Defined Contribution Plans |
11 | |||
Schedule 4(a)(ii): List of US Non-Qualified Defined Contribution Plans |
12 | |||
Schedule 4(a)(iii): List of Non-US Defined Contribution Plans |
13 | |||
Schedule 4(c)(iii): Employees Under Deferred Compensation Plan |
14 | |||
Schedule 4(c)(iv): Employees Under Excess Savings Plan |
15 | |||
Schedule 5(a)(i): List of US Health & Welfare Plans |
16 | |||
Schedule 5(a)(ii): List of Non-US Health & Welfare Plans |
18 | |||
Schedule 6(a): List of Incentive Plans |
20 | |||
Schedule 7(a): List of ITT Stock Plans |
21 | |||
Schedule 8(a): COLI Policies |
22 | |||
Schedule 8(b): Executive Life Policies |
23 | |||
Schedule 9(a): List of ITT Director Plans |
24 | |||
Schedule 10(a): List of Collective Bargaining Agreements |
25 | |||
Schedule 16(a): Liabilities Assumed by ITT |
27 | |||
Schedule 16(b): Liabilities Assumed by Water |
27 | |||
Schedule 16(c): Liabilities Assumed by Defense |
27 | |||
Schedule 18(e): Miscellaneous Expenses |
28 |
i
1. | Individuals employed by the following legal entities: |
CURRENT OFFICIAL LEGAL ENTITY | CURRENT | CYCLE | PAYROLL | NEWCO LEGAL | NEW | |||||||||||||||||||
NAME | CURRENT FEIN | EMPLOYER NAME | INFINIUM | VC | CODE | NAME | ENTITY | NEWCO FEIN | INFINIUM | COUNTRY | ||||||||||||||
COMMON PARENT CORPORATION. ITT CORPORATION |
13-5158950 | ITT FLUID TECHNOLOGY | 800 | FC | FLOBW | FLOJET Bl WEEKLY | Flow Control LLC | 45-2115170 | 891 | US | ||||||||||||||
COMMON
PARENT CORPORATION. ITT CORPORATION |
13-5158950 | ITT FLUID TECHNOLOGY | 800 | RCW | BGSAL | BELL & GOSSETT | Fluid Handling, LLC | 45-2237289 | 894 | US | ||||||||||||||
COMMON PARENT CORPORATION. ITT CORPORATION |
13-5158950 | ITT FLUID TECHNOLOGY | 800 | RCW | BGUN | BELL & GOSSETT | Fluid Handling, LLC | 45-2237289 | 894 | US | ||||||||||||||
COMMON PARENT CORPORATION. ITT CORPORATION |
13-5158950 | ITT FLUID TECHNOLOGY | 800 | RCW | HTSAL | HEAT TRANSFER | Fluid Handling, LLC | 45-2237289 | 893 | US | ||||||||||||||
COMMON PARENT CORPORATION. ITT CORPORATION |
13-5158950 | ITT FLUID TECHNOLOGY | 800 | RCW | HTUN | HEAT TRANSFER | Fluid Handling, LLC | 45-2237289 | 893 | US | ||||||||||||||
COMMON PARENT CORPORATION. ITT CORPORATION |
13-5158950 | ITT FLUID TECHNOLOGY | 800 | RCW | RCSAL | R&CW HQ | Fluid Handling, LLC | 45-2237289 | 890 | US | ||||||||||||||
ITT WATER & WASTEWATER USA, INC. [FORMERL WEDECO,
|
23-2914590 | ADVANCED WATER TREATMENT | 870 | RCW | WPC | WATER POLUTION | Water Co US, Inc. | 45-2080074 | 870 | US | ||||||||||||||
ITT WATER & WASTEWATER USA,INC. [FORMERLY WEDECO,
|
23-2914590 | ITT FLYGT CORPORATION | 850 | WWW | CPSAL | CUSTOM PUMPS | Water Co US, Inc. | 45-2080074 | 850 | US | ||||||||||||||
ITT WATER & WASTEWATER USA,INC. [FORMERLY WEDECO,
|
23-2914590 | ITT FLYGT CORPORATION | 850 | WWW | FLSAL | FLYGT SALARY | Water Co US, Inc. | 45-2080074 | 850 | US | ||||||||||||||
ITT
WATER & WASTEWATER USA, INC. [FORMERLY WEDECD,
|
23-2914590 | WEDECO INC | 874 | WWW | WEDBW | WEDECO BW | Water Co US, Inc. | 45-2080074 | 874 | US | ||||||||||||||
RULE INDUSTRIES, INC.
|
04-2334630 | ITT FLOW CQNTROL, AMERICAS/RULE | 860 | FC | RUSAL | RULE SALARY | Flow Control LLC | 45-2115170 | 860 | US | ||||||||||||||
ITT WATER TECHNOLOGY (IX), LP/LLC
|
75-2623429 | ITT GOULDS PUMPS TEXAS | 830 | RCW | H9WSA | IX TURBINE & | Texas Turbine, LLC | 45-2116251 | 830 | US | ||||||||||||||
Goulds Pumps Canada (IPG) | CGO | CANADA | ||||||||||||||||||||||
Ontario Pro Services Center | CON | CANADA |
2. | Individuals associated with the following entities that will transfer to Water: |
Chile
|
1 | RCW | ||||
India
|
120 | Water | ||||
Mexico (Chihuahu
|
5 | FC | ||||
Mexico (Nogales)
|
80 | FC | ||||
Singapore
|
15 | RCW | ||||
South Korea
|
3 | RCW | ||||
Taiwan
|
1 | RCW | ||||
Thailand
|
2 | RCW | ||||
United Kingdom
|
15 | SS | ||||
United Kingdom (Basingstoke)
|
3 | IT | ||||
United Kingdom (Wniteley, Letcnwort
|
168 | FC |
ITT High Precision Manufactured
Products (Wuxi) Co., Ltd
|
63 | FC | ITT Water & Waste (Shenyang) Co., Ltd. Wuxi Branch Assets will also transfer | |||||
ITT (China) Investment. Shanghai Branch
|
51 | Water HQ | ITT (Shanghai) Trading Co., Ltd Assets will transfer | |||||
ITT (China) Investment
|
3 | ITT (Shanghai) Trading Co., Ltd, | ||||||
ITT (China) Investment
|
2 | ITT (Shanghai) Trading Co., Ltd, Beijing Branch | ||||||
ITT (China) Investment, Shanghai Branch
|
2 | ITT (Shanghai) Trading Co., Ltd Beijing Branch | ||||||
ITT (China) Investment, Shanghai Branch
|
1 | ITT (Nanjing) CO., Ltd | ||||||
ITT (China) Investment
|
1 | ITT (Shanghai) Trading Co., Ltd, |
1. Individuals employed by the following legal entities: |
CURRENT OFFICIAL LEGAL ENTITY | CURRENT | CYCLE | PAYROLL | NEW | ||||||||||||||||||||||||
NAME | CURRENT FEIN | CURRENT EMPLOYER NAME | INFINIUM | VC | CODE | NAME | NEWCO LEGAL ENTITY | NEWCO FEIN | INFINIUM | COUNTRY | ||||||||||||||||||
COMMON PARENT CORPORATION ITT CORPORATION |
13-5158950 | ITT ADVANCED ENGR AND SCIENCES | 150 | IS | BWAES | ADVANCED ENGR & | Exelis Inc. | 45-2083813 | 150 | US | ||||||||||||||||||
COMMON PARENT CORPORATION ITT CORPORATION |
13-5158950 | ITT ADVANCED ENGR AND SCIENCES | 150 | IS | BWIST | BI-WEEKLY IMPACT | 45-2083813 | 150 | US | |||||||||||||||||||
COMMON PARENT CORPORATION ITT CORPORATION |
13-5158950 | ITT ADVANCED ENGR AND SCIENCES | 150 | IS | BWPRO | AES PROFESSIO | Exelis Inc. | 45-2083813 | 150 | US | ||||||||||||||||||
COMMON PARENT CORPORATION ITT CORPORATION |
13-5158950 | ITT AES-ALM(EDO PROF SERV INC) | 152 | IS | BALM | ALM B1-WEEKLY | Exelis Inc. | 45-2083813 | 152 | US | ||||||||||||||||||
COMMON PARENT CORPORATION ITT CORPORATION |
13-5158950 | ITT COMMUNICATIONS SYSTEMS | 200 | ES | BIWK | FT WAYNE SALARIED- | Exelis Inc. | 45-2083813 | 200 | US | ||||||||||||||||||
COMMON PARENT CORPORATION ITT CORPORATION |
13-5158950 | ITT COMMUNICATIONS SYSTEMS | 200 | ES | BIWK1 | CLIFTON SALARIED - | Exelis Inc. | 45-2083813 | 200 | US | ||||||||||||||||||
COMMON PARENT CORPORATION
ITT CORPORATION |
13-5158950 | ITT COMMUNICATIONS SYSTEMS | 200 | ES | WEEK | FT WAYNE HOURLY- | Exelis Inc. | 45-2083813 | 200 | US | ||||||||||||||||||
COMMON PARENT CORPORATION
ITT CORPORATION |
13-5158950 | ITT CS CO SPRINGS | 230 | CS | BWCSC | COMM SYSTEMS | Exelis Inc. | 45-2083813 | 230 | US | ||||||||||||||||||
COMMON PARENT CORPORATION
ITT CORPORATION |
13-5158950 | ITT DEFENSE & ELECTRONICS | 120 | HQ | BWDT | BW DEFENSE & | Exelis Inc. | 45-2083813 | 120 | US | ||||||||||||||||||
COMMON PARENT CORPORATION
ITT CORPORATION |
13-5158950 | ITT ELECTRONIC SYSTEMS-EW | 100 | ES | BWAV | BIWEEKLY AVIONICS | Exelis Inc. | 45-2083813 | 100 | US | ||||||||||||||||||
COMMON PARENT CORPORATION
ITT CORPORATION |
13-5158950 | ITT ELECTRONIC SYSTEMS-EW | 100 | ES | WKAC | WEEKLY ACD | Exelis Inc. | 45-2083813 | 100 | US | ||||||||||||||||||
COMMON PARENT CORPORATION
ITT CORPORATION |
13-5158950 | ITT ELECTRONIC SYSTEMS-EW | 100 | ES | WKAV | WEEKLY AVIONICS | Exelis Inc. | 45-2083813 | 100 | US | ||||||||||||||||||
COMMON PARENT CORPORATION
ITT CORPORATION |
13-5158950 | ITT ELECTRONIC SYSTEMS-RADAR | 300 | ES | GILBW | GILFILLAN SALARIED | Exelis Inc. | 45-2083813 | 300 | US | ||||||||||||||||||
COMMON PARENT CORPORATION
ITT CORPORATION |
13-5158950 | ITT NIGHT VISION | 400 | GS | BWNV | BI-WK NIGHT | Exelis Inc. | 45-2083813 | 400 | US | ||||||||||||||||||
COMMON PARENT CORPORATION
ITT CORPORATION |
13-5158950 | ITT NIGHT VISION | 400 | GS | WKNV | WEEKLY NIGHT | Exelis Inc. | 45-2083813 | 400 | US |
2. | Individuals associated with the following entities that will transfer to Defense: |
Country | # of Empl. | VCs | ||
Australia |
1 | Def HQ | ||
Singapore |
1 | GS | ||
Taiwan |
1 | ES | ||
United
Kingdom |
3 | IT |
3. | Individual employees identified below: |
Present Co.# and | Going | |||||
Employee # | Location | To | New Co. # and Location | |||
100010195 |
Co. 600, McLean, Virgin | Exelis | Co. 120 McLean. Virginia | |||
100061314 |
Co. 600, White Plain, Ne | Exelis | Co. 120 Amityville, New York | |||
100001748 |
Co. 600, McLean, Virgin | Exelis | Co. 120 McLean, Virginia | |||
100001764 |
Co. 600, McLean, Virgin | Exelis | Co. 120 McLean, Virginia | |||
100017119 |
Co. 600, White Plain, Ne | Exelis | Co. 120 Amityville, New York | |||
100070510 |
Co. 600, McLean, Virgin | Exelis | Co. 120 McLean, Virginia | |||
100017082 |
Co. 600, White Plain, Ne | Exelis | Co. 120 Amityville, New York | |||
100055227 |
Co. 600, Wilmington, De | Exelis | Co. 120 Wilmington, Delaware | |||
100017627 |
632 TDS - PALM COAST, FL | Exelis | 200 Fort Wayne - PALM COAST, FL | |||
100076948 |
635, Hanover. MD | Exelis | IS/150, Herndon, VA | |||
100001763 |
Co. 600, McLean, Virgin | Exelis | Co. 120 McLean, Virginia | |||
100060962 |
Co. 600 McLean, Virgin; | EXELIS | Co. 120 McLean, Virginia | |||
100079380 |
632 TDS - PALM COAST, FL | Exelis | 200 Fort Wayne- PALM COAST, FL | |||
100054096 |
632 TDS -PALM COAST, FL | Exelis | 200 Fort Wayne- PALM COAST, FL | |||
100017013 |
Co. 600, White Plains, N | Exelis | Co. 120 Amityville, New York | |||
100005720 |
Company 600, White Pla | Exelis | Co. 120 McLean, Virginia | |||
100017190 |
Co. 600, Wilmington, De | Exelis | Co. 120 Wilmington. Delaware | |||
100081780 |
632 TDS -PALM COAST, FL | Exelis | 200 Fort Wayne- PALM COAST, FL | |||
100081347 |
815 FRC BAYARD ST FIN RE | Exelis | 200 Fort Wayne, Rochester, NY | |||
100073922 |
815 E-FRC BAYARD ST FIN RE | Exelis | 200 Fort Wayne, Rochester, NV | |||
100017103 |
Co. 600, Wilmington, De | Exelis | Co. 120 Wilmington, Delaware | |||
100061615 |
635, Hanover, MD | Exelis | 120 | |||
100017197 |
Co. 600, Wilmington, De | Exelis | Co. 120 Wilmington, Delaware | |||
100046485 |
Co. 600, Wilmington, De | Exelis | Co. 120 Wilmington, Delaware | |||
100058187 |
Co. 600, McLean, Virgin | Exelis | Co. 120 McLean, Virginia | |||
100053872 |
632 TDS -PALM COAST, FL | Exelis | 200 Fort Wayne- PALM COAST, FL | |||
100017192 |
Co. 600, Wilmington, De | Exelis | Co. 120 Wilmington, Delaware | |||
100077575 |
635, Hanover, MD | Exelis | 200 | |||
100058565 |
632 TDS - PALM COAST, FL | Exelis | 200 Fort Wayne- PALM COAST, FL | |||
100001736 |
Co. 600, White Plains, N | Exelis | Co. 120 McLean, Virginia | |||
100017083 |
Co. 600, White Plains, N | Exelis | Co. 120 McLean, Virginia | |||
100076089 |
Co. 600, McLean, Virgin | Exelis | Co. 120 McLean, Virginia | |||
100010822 |
Co. 600, Fort Wayne, In | Exelis | Co. 120 Fort Wayne, Indiana | |||
100013194 |
Co. 600, White Plains, N | Exelis | Co. 120 McLean, Virginia | |||
100069142 |
Co. 600, Fort Wayne, In | Exelis | Co. 120 McLean, Virginia | |||
100081906 |
Co. 600, McLean, Virgin | Exelis | Co. 120 McLean, Virginia | |||
100082567 |
Co. 600, White Plains, N | Exelis | Co. 120 McLean, Virginia | |||
100082832 |
635, Hanover, MD | Exelis | 200 | |||
100078747 |
Co. 600, McLean, Virgin | Exelis | Co. 120 McLean, Virginia | |||
100061697 |
Co. 600, McLean, Virgin | Exelis | Co. 120 McLean, Virginia | |||
100055286 |
250, Rochester | Exelis | 200 | |||
100081979 |
815 FRC BAYARD ST FIN RE | Exelis | 200 Fort Wayne, Rochester, NY | |||
100002142 |
Co. 600, White Plains, N | Exelis | Co. 120 McLean, Virginia | |||
100001776 |
Co. 600, McLean, Virgin | Exelis | Co. 120 McLean, Virginia | |||
100057776 |
632 TDS - PALM COAST, FL | Exelis | 200 Fort 'Wayne- PALM COAST, FL | |||
100017221 |
Co. 600, White Plains, N | Exelis | Co. 120 McLean, Virginia | |||
100076840 |
Co. 600, White Plains, N | Exelis | Co. 120 McLean, Virginia | |||
100017058 |
Co. 600, White Plains, N | Exelis | Co. 120 McLean, Virginia | |||
100016996 |
Co. 600, White Plain, Ne | Exelis | Co. 120 McLean, Virginia | |||
100017279 |
Co. 600, White Plain, Ne | Exelis | Co. 120 McLean, Virginia | |||
100080252 |
Co. 600, White Plains, N | Exelis | Co. 120 McLean, Virginia | |||
100059506 |
815 FRC BAYARD ST FIN RE | Exelis | 200 DEFENSE ROCHESTER, NY | |||
100017068 |
Co. 600, White Plain, Ne | Exelis | Co. 120 McLean, Virginia |
5
1. | Christopher C. Bernhardt |
2. | Denise Ramos |
3. | Frank Jimenez |
6
1. | 357- ITT Systems Corporation Pension Plan for Hourly Employees at Pacific Missile Range Facility | |
2. | 501- ITT Salaried Retirement Plan | |
3. | 505- ITT Avionics Division & ITT Aerospace/Communications Division Pension Plan | |
4. | 591- ITT Gilfillan Pension Plan for Hourly Employees | |
5. | 611- ITT Electronic Systems Pension Plan for Employees in the Bargaining Unit | |
6. | 630- Pension Plan for the Roanoke Plant Hourly Employees of ITT Night Vision | |
7. | 758- EDO Corporation Employees Pension Plan (frozen plan for former EDO employees) |
8. | 346- Engineered Valves CA Pure Flo Solutions Group Pension Plan for Hourly Employees at Simi Valley, CA | |
9. | 521- ITT Cannon Employees Retirement Plan for Hourly Non-Bargaining Production and Maintenance Employees | |
10. | 571- ITT Aerospace Controls Pension Plan for Hourly Employees | |
11. | 577- ITT Consolidated Hourly Pension Plan | |
12. | 638- ITT Conoflow Pension Plan for Non-Clerical, Non-Rep. Hourly Employees | |
13. | 640- ITT Engineered Valves Pension Plan for Hourly Employees at Amory, MS | |
14. | 642- ITT Engineered Valves Pension Plan for Local 36 Hourly Employees at Lancaster, PA | |
15. | 698- ITT Control Technologies Pension Plan for Hourly Employees | |
16. | 724- ITT Pension Plan for Bargaining Unit Employees Seneca Falls, New York [Xylem to replicate] | |
17. | 727- ITT Pension Plan for Hourly Employees at Vertical Pump Division, City of Industry, California | |
18. | 730- ITT Pension Plan for Bargaining Unit Employees, Ashland Operations, Ashland, PA |
19. | 520- ITT Bell & Gossett Hydonics Pension Plan for Hourly Employees | |
20. | 696- ITT Standard Hourly (Bargaining Unit) Pension Plan | |
21. | 728- ITT Pension Plan for Hourly Employees, Water Technologies Group-America, Turbine Division, Lubbock, TX | |
22. | 757- Retirement Plan for ITT Water & Wastewater Leopold Inc. For Hourly Paid Employees |
7
1. | 680- ITT Excess Plan, which includes the following plans: ITT Excess Pension Plan 1A, ITT Excess Pension Plan 1B, ITT Excess Pension Plan IIA and ITT Excess Pension Plan IIB | ||
2. | ITT Ex-Gratia Plan (with the exception of the liability accrued under the Plan for Steven R. Loranger, which shall remain with ITT) | ||
3. | 682- Federal Labs Unfunded 1 | ||
4. | 719- ITT Enhanced Pension Plan | ||
5. | 759- EDO Excess Plan SERP | ||
6. | Retirement Plan for Non-Management Directors of ITT Corp. (frozen as of October 1, 1995) | ||
7. | 656- Expatriate |
8. | 718- Cranston Unfunded | ||
9. | ITT Ex-Gratia Plan (only the liability accrued under the Plan for Steven R. Loranger, which shall remain with ITT) |
10. | None |
8
1. | None |
2. | 325- ITT Belgium Cannon (Belgium) | ||
3. | Gratuity Benefit Program (India) [Xylem to replicate] | ||
4. | 128- Cannon GmbH (Germany) [Unfunded] | ||
5. | 378- Cannon GmbH (Germany) [Unfunded] | ||
6. | 340- Cannon Japan (Japan) [Unfunded] | ||
7. | 735- Industries Management GmbH, Bad Camberg and former Fechenheim (Germany) [Unfunded] | ||
8. | Salary Sacrifice e.V Plan ITTG (Germany) |
9. | 323- ITT Belgium ITT Industries (Belgium) | ||
10. | 324- ITT Belgium Pension Plan (Belgium) | ||
11. | 166- Pension Plan for Union Employees of ITT Automotive, a division of ITT Industries of Canada Ltd. [Electrical Systems, North America] (Canada) | ||
12. | 200- Pension Plan for Hourly Employees of ITT Residential & Commercial Water (R&CW), a Division of ITT Industries of Canada L.P (Canada) | ||
13. | 203- Pension Plan for Hourly Employees of ITT Automotive, a division of ITT Industries of Canada Ltd. [Structural Systems and Components, North America (Toronto Stamping Plant)] (Canada) | ||
14. | 205- ITT Industries Canadian Pension Plan for Salaried Employees (Canada) | ||
15. | 350- ITT Canadian Excess Benefit Plan Unregistered (Canada) | ||
16. | 209- Pension Plan for Hourly Employees of ITT Fabri-Valve, a Division of ITT Industries of Canada Ltd. (Canada) | ||
17. | 221- Pension Plan for Union Employees of Ontario Malleable Iron Company Limited (Canada) | ||
18. | 223- Pension Plan for Union Employees of ITT Cannon, a Division of ITT Industries of Canada Ltd.(Canada) | ||
19. | 744- Pension Plan of ITT Water & Wastewater, a Division of ITT Industries of Canada L.P.(Canada) | ||
20. | 369- Industries Management GmbH, Ebernhahn (Division KONI) (Germany) | ||
21. | 756- Flygt Ireland (Ireland) | ||
22. | 186- ITT Industries General Pension Plan (UK) | ||
23. | 189- ITT Industries Pension Plan for UK Expatriates (UK) | ||
24. | 190- Godwin Pumps Limited Pension Scheme (UK) | ||
25. | 125- Industriebeteiligungsgesellschaft mbH (Germany) [Unfunded] | ||
26. | 738- DITTHA GmbH, Kempen (Germany) [Unfunded] | ||
27. | 126- DITTHA GmbH. Kempen (Germany) [Unfunded] |
9
28. | 366- Industries Management GmbH, Ebernhahn (Division KONI) (Germany) [Unfunded] | ||
29. | 111- ITT Flygt Pumpen GmbH, Langenhagen, jetzt ITT Water & Wastewater (Germany) [Unfunded] | ||
30. | Deutschland GmbH (Germany) [Unfunded] | ||
31. | 116- ITT Industriebeteiligungsgesellschaft mbH (Germany) [Unfunded] | ||
32. | 755- ITT Water & Wastewater, Herford (Germany) [Unfunded] | ||
33. | 760- Jabsco GmbH (Germany) [Unfunded] | ||
34. | 761- ebro Electronic GmbH & Co. KG (Germany) [Unfunded] | ||
35. | 762- SI Analytics GmbH Mainz Deferred Comp (Germany) [Unfunded] | ||
36. | 763- SI-FAS Pension Valuation (Germany) [Unfunded] | ||
37. | 764- WTW FAS Pension Plan (Germany) [Unfunded] | ||
38. | 765- ebro Electronics Instruments GmbH Ingolstadt Pension Plan (Germany) [Unfunded] | ||
39. | 370- Industries Management GmbH,former Regelungstechnik (Germany) [Unfunded] | ||
40. | 720- Industries Management GmbH,former Regelungstechnik (Germany) [Unfunded] | ||
41. | 731- Industries Management GmbH (Germany) [Unfunded] | ||
42. | 732- Industries Management GmbH (Germany) [Unfunded] | ||
43. | 734- Industries Management GmbH (Germany) [Unfunded] | ||
44. | 736- Industries Management GmbH, Bad Camberg and former Fechenheim (Germany) [Unfunded] | ||
45. | 713- Flygt S.p.a. Flygt Italy Plan (Italy) [Unfunded] | ||
46. | 766- ADIN Pension 28229 NOK (Norway) [Unfunded] | ||
47. | 767- ADI Storebrand 27835 NOK (Norway) [Unfunded] | ||
48. | 768- Storebrand 25000 NOK (Norway) [Unfunded] | ||
49. | 118- Grindex AB (Sweden) [Unfunded] | ||
50. | 120- Water & Wastewater AB General Pension Plan (ITP-Plan) (Sweden) [Unfunded] | ||
51. | 121- Water & Wastewater AB Individual Contracts (Not FPG/PRI) (Sweden) [Unfunded] | ||
52. | 754- Industries Holding AB General Pension Plan (ITP-Plan) (Sweden) [Unfunded] |
10
Plan Name | Plan # | 7/31/2011 Balance | ||||||
ITT Bell - Gossett |
520 | 26,179,521 | ||||||
ITT Standard Hourly |
696 | 14,215,802 | ||||||
Goulds Division Lubbock |
728 | 5,415,891 | ||||||
Leopold |
757 | 2,444,161 | ||||||
Total Xylem |
48,255,375 |
Plan Name | Plan # | 7/31/2011 Balance | ||||||
ITT Shertec Simi Valley |
346 | 376,902 | ||||||
ITT Cannon Electric |
521 | 25,380,063 | ||||||
ITT Aerospace Controls |
571 | 12,399,734 | ||||||
Consolidated Hourly Plans |
577 | 66,737,221 | ||||||
ITT Grinell Non-clerical |
638 | 1,280,183 | ||||||
ITT Fluid Tech. Lancaster |
642 | 5,743,973 | ||||||
ITT Fluid Tech. Amory Hourly |
640 | 2,040,563 | ||||||
ITT Control Technologies |
698 | 289,326.82 | ||||||
Goulds Beginning Unit Employees |
724 | 69,070,531 | ||||||
Goulds Vertical Pump Division |
727 | 4,191,936 | ||||||
Goulds Bargaining Unit Employees |
730 | 12,709,847 | ||||||
Total ITT |
200,220,281 |
11
1. | 100- ITT Salaried Investment and Savings Plan | |
2. | 178- ITT Avionics Division & ITT Aerospace/Communications Division Bargaining Unit Savings Plan | |
3. | 209- ITT Night Vision Savings Plan for Hourly Employees | |
4. | 227- ITT Electronic Systems Savings Plan for Hourly Employees | |
5. | 013- ITT Systems Corporation Retirement/Savings Plan | |
6. | 235- ITT Systems Corporation Pacific Missile Range Facility Savings Plan for Hourly Employees | |
7. | ITT Research Systems Inc. Employees Savings Plan | |
8. | 237- ITT Advanced Engineering and Sciences Professional Benefits Employees Savings Plan | |
9. | 003- EDO Corporation Employee Investment Plan | |
10. | 200- ITT Gilfillan Savings Plan for Hourly Employees |
11. | 193- ITT Aerospace Controls Savings Plan for Hourly Employees | |
12. | 196- ITT Cannon Savings Plan for Hourly Employees | |
13. | 216- ITT Engineered Valves Lancaster Savings Plan for Hourly Employees | |
14. | 009- Goulds Pumps, Inc. Retirement Savings and Investment Plan [Xylem to replicate] | |
15. | 201- ITT Conoflow Savings Plan for Hourly Employees | |
16. | 215- ITT Engineered Valves Fabri Savings Plan for Hourly Emp. At Amory, MS | |
17. | 225- ITT Engineered Valves CA Pure Flo Solutions Group Savings Plan for Hourly Employees | |
18. | 236- ITT BIW Connector Systems Employees Savings Plan | |
19. | 010- Procast And Goulds Pump Service Center Employee Savings Plan | |
20. | 240- Pure-Flo Precision Savings Plan for Hourly Employees | |
21. | 239- ITT Koni Friction Products Savings Plan for Hourly Employees | |
22. | 238- ITT Control Technologies Savings Plan for Hourly Employees | |
23. | Evolutionary Concepts Profit Sharing Plan (YE 6/30/2010) | |
24. | ECI/Alcon 401(k) Plan |
25. | 002- ITT Rule Savings Plan for Hourly Employees | |
26. | 203- ITT Bell & Gossett Savings Plan for Hourly Employees | |
27. | 226- ITT Heat Transfer Savings Plan for Hourly Employees | |
28. | 231- ITT Hydro Air Savings Plan for Hourly Employees | |
29. | 241- Flojet Corporation 401(k) Plan | |
30. | 001- F.B. Leopold Co., Inc. Savings Plan for Hourly Employees | |
31. | 001- F.B. Leopold Company, Inc. Retirement Savings Plan | |
32. | 001- Laing Thermotech, Inc. 401(k) Profit Sharing Plan | |
33. | Godwin Pumps of America, Inc. Profit Sharing Plan and Trust |
12
1. | EDO Deferred Compensation Plan |
2. | ITT Deferred Compensation Plan [Water and Defense will replicate] | ||
3. | ITT Excess Savings Plan [Water and Defense will replicate] |
4. | None |
13
1. | None |
2. | Superannuation Benefit Program ITT India (India) [Xylem to replicate] | ||
3. | Provident Fund ITT India (India) [Xylem to replicate] | ||
4. | Retirement IP (Taiwan) | ||
5. | C&K Switches Limited Pension Plan (UK) | ||
6. | C&K Switches Executive Pension Plan (UK) | ||
7. | Direct Insurance ITTG (Germany) [Exelis and Xylem to replicate] |
8. | Superannuation Fund WWW (Australia) | ||
9. | ITT Industries Canadian Investment Savings Plan for Salaried Employees ITT Canada (Canada) [ITT to replicate] | ||
10. | Insured Retirement- WWW (Denmark) [ITT to replicate] | ||
11. | Plan dEpargne Enterprise (PEE) ITT France (France) | ||
12. | Insured Retirement WWW (Netherlands) | ||
13. | Retirement WWW (South Africa) [ITT to replicate] | ||
14. | ITT Retirement Savings Plan ITT Industries (UK) [Exelis and ITT to replicate] | ||
15. | Wedeco Executive Pension Plan (UK) | ||
16. | Direct Insurance WWW (Germany) |
14
1. | 15 individuals identified as Water Employees or ITT Retirees on the records of the ITT Deferred Compensation Plan |
2. | 36 individuals identified as Defense Employees or ITT Retirees on the records of the ITT Deferred Compensation Plan |
15
1. | 13 individuals identified as Water Employees on the records of the Excess Savings Plan |
2. | 13 individuals identified as Defense Employees on the records of the Excess Savings Plan |
16
1. | 940- ITT Avionics Severance Plan for Exempt and Non-Exempt Salaried Employees | |
2. | 903- Avionics Postretirement Medical Plan | |
3. | 918- Avionics Postretirement Life Plan | |
4. | 942- ITT Night Vision Term. Pay for Salaried Exempt Employees | |
5. | 951- ITT A/CD Severance Pay Plan for Ex. And Non-Ex. Salaried Employees | |
6. | 502- EDO Corporation Medical, Dental, Vision and Salary Benefit Plan | |
7. | 503- EDO Corporation Life and Travel Accident Plan | |
8. | 506- EDO Corporation Sickness, STD, and LTD Plan | |
9. | 914- EDO Postretirement Medical & Life Plan | |
10. | 302- ITT Employee Benefit Trust | |
11. | 911- Space Systems Division Postretirement Medical | |
12. | 923- Space Systems Division Postretirement Life | |
13. | ITT Salaried Retiree Health Plan |
14. | 594- ITT Salaried Medical and Dental Program [Exelis and Xylem to replicate] | |
15. | ITT Corporation Special Senior Executive Severance Pay Plan | |
16. | ITT Corporation Enhanced Severance Pay | |
17. | ITT Corporation Senior Executive Severance Pay Plan | |
18. | ITT Industries Corporate Policies- Severance Policy 30-08 | |
19. | ITT Corporation Severance Plan | |
20. | 529- ITT Cannon Severance Pay Plan for Exempt and Non-Exempt Salaried Employees | |
21. | 717- ITT Salaried Voluntary Accident Plan [Exelis and Xylem to replicate] | |
22. | 801- Group Accident Insurance Plan for Salaried Employees [Exelis and Xylem to replicate] | |
23. | 802- ITT Corporation Long-Term Disability Plan for Salaried Employees [Exelis and Xylem to replicate] | |
24. | ITT Corporation Excess Long-Term Disability Plan [Exelis and Xylem to replicate] | |
25. | 999- ITT Corporate Welfare Plan | |
26. | 717- ITT Salaried Voluntary Travel Accident Plan [Exelis and Xylem to replicate] | |
27. | 514- Kentucky Carbon Corporation Sickness and Accident Plan (YE 10/31/2009) | |
28. | 503- ITT Carbon Employee Benefit Trust (YE 10/31/2009) | |
29. | 503- Moog Controls Inc. Voluntary Employees Beneficiary Trust | |
30. | 902- AC Pump Postretirement Medical Plan | |
31. | 905- Cannon Postretirement Medical Plan | |
32. | 906- Carbon Postretirement Medical Plan | |
33. | 907- Goulds Postretirement Medical Plan | |
34. | 908- Higbie Postretirement Medical Plan | |
35. | 909- Jackson Postretirement Medical Plan |
17
36. | 916- ITT Salaried Options C&D | |
37. | 917- AC Pump Postretirement Life Plan | |
38. | 920- Carbon Postretirement Life Plan | |
39. | 921- Goulds Postretirement Life plan | |
40. | 925- Engineered Products Postretirement Life Plan | |
41. | 926- Engineered Valve Postretirement Life Plan | |
42. | Active Salaried Life Insurance [Exelis and Xylem to replicate] | |
43. | Active Salaried Voluntary Plans [Exelis and Xylem to replicate] | |
44. | Active Salaried Long Term Care Plan | |
45. | Active Salaried United Healthcare/PacifiCare Plan [Exelis and Xylem to replicate] | |
46. | Active Salaried Kaiser Plan [Exelis and Xylem to replicate] | |
47. | Active Salaried Excellus BluePoint POS Plan [Xylem to replicate] |
48. | 520- ITT Water Technology, Inc. Health Reimbursement Arrangement | |
49. | 504- The F.B. Leopold Company, Inc. Welfare Benefits Plan | |
50. | 904- Bell & Gossett Postretirement Medical Plan | |
51. | 910- Leopold Postretirement Medical Plan | |
52. | 912- ITT Standard (Heat Transfer) Postretirement Medical Plan | |
53. | 918- Bell & Gossett Postretirement Life Plan | |
54. | 922- Leopold Postretirement Life Plan | |
55. | 924- ITT Standard (Heat Transfer) Postretirement Life Plan |
18
1. | None |
2. | Medical Cannon (Belgium) | |
3. | Life / AD&D IP (Brazil) | |
4. | Medical IP (Brazil) | |
5. | Life Insurance IP (Chile) | |
6. | Medical IP (Chile) | |
7. | Direct Insurance ITTG (Germany) [Exelis and Xylem to replicate] | |
8. | Accidental Insurance ITTG (Germany) [Exelis and Xylem to replicate] | |
9. | Employee Compensation Insurance ITT India (India) [Xylem to replicate] | |
10. | Personal Accident ITT India (India) [Xylem to replicate] | |
11. | Medical ITT India (India) [Xylem to replicate] | |
12. | Life Insurance ICS (Mexico) | |
13. | Medical ICS (Mexico) | |
14. | Medical IP (Mexico) | |
15. | AD&D IP (Singapore) | |
16. | Medical IP (Singapore) | |
17. | AD&D IP (South Korea) | |
18. | AD&D IP (Taiwan) | |
19. | Medical IP (Taiwan) | |
20. | AD&D IP (Thailand) | |
21. | Medical IP (Thailand) | |
22. | ITT Life Assurance ITT Industires (UK) [Exelis and Xylem to replicate] | |
23. | Medical ITT Industries (UK) [Exelis and Xylem to replicate] |
24. | Medical WWW (Belgium) | |
25. | Life / AD&D WWW (Brazil) | |
26. | Medical WWW (Brazil) | |
27. | ITT Canadian Salaried Group Insurance Program ITT Canada (Canada) [ITT to replicate] | |
28. | Life Insurance WWW (Chile) | |
29. | Medical WWW (Chile) | |
30. | Employer Liability Insurance ITT China (China) [ITT to replicate] | |
31. | Life Insurance / AD&D ITT China (China) [ITT to replicate] | |
32. | Medical/Dental ITT China (China) [ITT to replicate] | |
33. | Medical WWW (Denmark) [ITT to replicate] | |
34. | Life / AD&D / Disability (France) [ITT to replicate] | |
35. | Medical / Dental (France) [ITT to replicate] | |
36. | Direct Insurance WWW (Germany) |
19
37. | Accidental Insurance WWW (Germany) | |
38. | Life Insurance WWW (Mexico) | |
39. | Medical WWW (Mexico) | |
40. | Medical WWW (Russia) | |
41. | AD&D WWW (Singapore) | |
42. | Life / AD&D WWW (South Africa) [ITT to replicate] |
20
1. | 1997 ITT Industries Annual Incentive Plan | |
2. | 1997 Long-Term Incentive Plan | |
3. | ITT Corporation Annual Incentive Plan for Executive Officers | |
4. | ITT Corporation Retention Program |
21
1. | 1994 ITT Incentive Stock Plan | |
2. | ITT 1996 Restricted Stock Plan for Non-Employee Directors | |
3. | 2002 ITT Stock Option Plan for Non-Employee Directors | |
4. | 2003 ITT Equity Incentive Plan | |
5. | 2011 ITT Omnibus Incentive Plan | |
6. | Industries Ltd Share Incentive Plan (UK) | |
7. | ITT Flygt Ltd Share Incentive Plan (UK) |
22
Policy | ||||
Number | Carrier | |||
18395400 |
NM Life | |||
19127919 |
NM Life | |||
18395404 |
NM Life | |||
19127921 |
NM Life | |||
19127923 |
NM Life | |||
17448846 |
NM Life | |||
56906286 |
NY Life | |||
18696673 |
NM Life | |||
18395408 |
NM Life | |||
18696674 |
NM Life | |||
18395409 |
NM Life | |||
18395411 |
NM Life | |||
18395414 |
NM Life | |||
56906287 |
NYLife | |||
17448847 |
NM Life | |||
17448853 |
NM Life | |||
56906297 |
NYLife | |||
17961894 |
NM Life | |||
19127922 |
NM Life | |||
18696675 |
NM Life | |||
19127925 |
NM Life | |||
17448836 |
NM Life | |||
17616521 |
NM Life | |||
17448845 |
NM Life | |||
17961899 |
NM Life |
Policy Number | Carrier | |||
17961895 |
NM Life | |||
18395405 |
NM Life | |||
17616524 |
NM Life | |||
191279241 |
NM Life | |||
56906275 |
NYLife | |||
18395401 |
NM Life |
Policy Number | Carrier | |||
17616519 |
NM Life | |||
56906274 |
NYLife | |||
17448842 |
NM Life | |||
56906282 |
NYLife | |||
19127920 |
NM Life | |||
56906285 |
NYLife | |||
18395406 |
NM Life | |||
18395407 |
NM Life | |||
56906292 |
NYLife | |||
17448852 |
NM Life | |||
56906294 |
NYLife | |||
18395412 |
NM Life | |||
19127926 |
NM Life | |||
56906301 |
NYLife | |||
17448856 |
NM Life | |||
56906273 |
NYLife | |||
56906276 |
NYLife | |||
56906283 |
NYLife | |||
56906290 |
NYLife | |||
56906291 |
NYLife |
23
Block 1 | Policy | ||||||
1 |
9061446 | ||||||
2 |
9061445 | ||||||
3 |
9061444 | ||||||
4 |
9061438 | ||||||
5 |
9061443 | ||||||
6 |
9061452 | ||||||
7 |
9061450 | ||||||
8 |
9061440 | ||||||
9 |
9061433 | ||||||
10 |
9061434 | ||||||
11 |
9061435 | ||||||
12 |
9061447 |
Block 2 | Policy | |||
1 |
9096216 |
24
1. | ITT Corporation Deferred Compensation Plan for Non-Employee Directors | |
2. | ITT Group Accident Program that provides 24 hour accidental death and dismemberment coverage |
25
1. | Agreement dated August 28, 2010 between ITT Corporation, Electronic Systems, Fort Wayne, IN, a Division of ITT Corporation, Inc., and IUE, the industrial division of the Communication Workers of America, AFL CIO in behalf of and in conjunction with the IUE the industrial division of the Communication Workers of America, AFL CIO Local 84999 | |
2. | Agreement dated October 1, 2009 between ITT Electronics Systems/Integrated Electronic Warfare Systems and ITT Communications Systems and the I.U.E./CWA and its Local Union 81447 | |
3. | Agreement dated May 22, 2011 between ITT Corporation, Night Vision Roanoke Plant and IUE, the Industrial Division of the Communications Workers of America AFL-CIO and Local 82162 | |
4. | Agreement dated December 15, 2009 between Systems-Benning and Columbus Metal Trades Council | |
5. | Agreement dated December 15, 2009 between Systems-Benning and Sheet Metal Workers, Local 85 Security Guards | |
6. | Agreement dated November 1, 2009 between Systems DSN and IBEW Local 543 | |
7. | Agreement dated March 31, 2011 between Systems K-Town and (Ver.di) Vereinte Dienstleistungsgewerkschaft | |
8. | Agreement dated December 1, 2010 between Systems PMRF and IBEW Local 1260 Main | |
9. | Agreement dated December 1, 2010 between Systems PMRF and IBEW Local 1260 Security | |
10. | Agreement dated December 1, 2010 between Systems PMRF and IBU | |
11. | Agreement dated November 1, 2007 between Systems SLRS and IBEW Local 2088 | |
12. | Agreement dated September 1, 2007 between Systems SLRS and IAM Local 815 | |
13. | Agreement dated October 31, 2007 between Systems SLRS and IBT Local 381 | |
14. | Agreement dated October 1, 2008 between Systems TARS and CWA Local 3177 | |
15. | Agreement dated October 1, 2008 between Systems TARS (Rio Grande City, TX) and IBEW Local 66 | |
16. | Agreement dated October 1, 2008 between Systems TARS (Eagle Pass, TX) and IBEW Local 66 | |
17. | Agreement dated October 1, 2008 between Systems TARS and IBEW Local 583 | |
18. | Agreement dated October 1, 2008 between Systems TARS and IBEW Local 611 | |
19. | Agreement dated October 1, 2008 between Systems TARS (Ft. Huachuca, AZ) and IBEW Local 570 | |
20. | Agreement dated October 1, 2008 between Systems TARS (Yuma, AZ) and IBEW Local 570 | |
21. | Agreement dated December 1, 2010 between Systems Maxwell and USW Local 13350 | |
22. | Agreement dated July 1, 2009 between Systems Maxwell and USW Local 8405 |
26
23. | Agreement dated August 27, 2010 between Systems Wallops Island and IAM Local 2552 (Two units) | |
24. | Agreement dated April 9, 2011 between Systems White Sands and IAM Local 2515 | |
25. | Agreement dated December 1, 2010 between Systems TARS (Lajas, PR) and IUSW 6135 |
26. | Agreement dated March 1, 2011 between IP Pro shop and Steelworkers | |
27. | Agreement between IP/SFO and Steelworkers through July 28, 2012 | |
28. | Agreement dated May 16, 2009 between Industrial Process (Lancaster, Pennsylvania), a unit of ITT Corporation, and the Glass, Molders, Pottery and Plastics & Allied Workers International Union, Local No. 36, AFL-CIO, CLC. |
29. | Agreement dated August 1, 2010, between WATER SYSTEMS OPERTIONS (WSO) a unit of ITT Water Technology, Inc.*, and its successors, and the UNITED STEELWORKERS on behalf of itself and members of LOCAL UNION No. 3298 | |
30. | Agreement dated August 15, 2010, by and between ITT Residential & Commercial Water located in the Village of Morton Grove, and INTERNATIONAL UNION, UNITED AUTOMOBILE, AEROSPACE AND AGRICULTURAL IMPLEMENT WORKERS OF AMERICA and its LOCAL UNION NO. 890 | |
31. | Agreement between ITT RCW Heat Transfer, Buffalo, New York, and UNITED STEELWORKERS, AFL-CIO-CLC Local Number 897, 2010-2013 | |
32. | Agreement dated September 23, 2010 between ITT R&CW, a division of ITT Industries of Canada L.P. (for hourly union employees in Guelph, ON) and United Steel, Paper and Forestry, Rubber, Manufacturing, Energy, Allied Industrial and Service Workers International Union (United Steelworkers) Local 8614-05 | |
33. | Agreement dated April 22, 2010 between ITT W&WW, a division of ITT Industries of Canada L.P. (for hourly union shop employees in Pointe-Claire, QC) and National Automobile, Aerospace and Agricultural Implement Workers Union of Canada (CAW Canada) Local 698 | |
34. | Agreement dated May 1, 2010 between ITT W&WW, a division of ITT Industries of Canada L.P. (for hourly union shop employees in Surrey, BC) and International Union of Operating Engineers (IUOE) Local 115 | |
35. | Agreement dated May 1, 2008 between ITT W&WW, a division of ITT Industries of Canada L.P. (for salaried union office employees in Surrey, BC) and Canadian Office and Professional Employees Union (COPE) Local 15 |
27
1. | None |
2. | None |
3. | None |
28
1. | None |
Page | ||||
ARTICLE I DEFINITIONS AND INTERPRETATION |
2 | |||
Section 1.1 Definitions |
2 | |||
Section 1.2 References; Interpretation |
11 | |||
Section 1.3 Effective Time |
11 | |||
ARTICLE II PREPARATION AND FILING OF TAX RETURNS |
12 | |||
Section 2.1 Responsibility of ITT to Prepare and File Tax Returns |
12 | |||
Section 2.2 Responsibility of Parties to Prepare and File Covered Water Separate
U.S. Income Tax Returns and Covered Defense Separate U.S. Income Tax Returns |
12 | |||
Section 2.3 Responsibility of Parties to Prepare and File Post-Distribution Income
Tax Returns, Non-U.S. Income Tax Returns, and Non-Income Tax Returns |
14 | |||
Section 2.4 Time of Filing Tax Returns; Manner of Tax Return Preparation |
14 | |||
Section 2.5 Costs and Expenses |
14 | |||
ARTICLE III RESPONSIBILITY FOR PAYMENT OF TAXES |
15 | |||
Section 3.1 Responsibility of ITT for Taxes |
15 | |||
Section 3.2 Responsibility of Defense for Taxes |
15 | |||
Section 3.3 Responsibility of Water for Taxes |
15 | |||
Section 3.4 Timing of Payments of Taxes |
16 | |||
ARTICLE IV REFUNDS, CARRYBACKS AND AMENDED TAX RETURNS |
16 | |||
Section 4.1 Refunds |
16 | |||
Section 4.2 Carrybacks |
16 | |||
Section 4.3 Amended Tax Returns |
16 | |||
ARTICLE V DISTRIBUTION TAXES |
17 | |||
Section 5.1 Liability for Distribution Taxes |
17 | |||
Section 5.2 Definition of Fault |
17 | |||
Section 5.3 Limits on Proposed Acquisition Transactions and Other Transactions
During Restricted Period |
18 | |||
Section 5.4 IRS Ruling, Tax Representation Letters, and Tax Opinions; Consistency |
19 | |||
Section 5.5 Timing of Payment of Taxes |
19 | |||
ARTICLE VI GAIN RECOGNITION AGREEMENTS |
19 | |||
Section 6.1 Gain Recognition Agreement Compliance |
19 |
i
Page | ||||
Section 6.2 Gain Recognition Agreement Taxes |
20 | |||
Section 6.3 Timing of Payment of Taxes |
20 | |||
ARTICLE VII INDEMNIFICATION |
20 | |||
Section 7.1 Indemnification Obligations of ITT |
20 | |||
Section 7.2 Indemnification Obligations of Water |
20 | |||
Section 7.3 Indemnification Obligations of Defense |
21 | |||
ARTICLE VIII PAYMENTS |
21 | |||
Section 8.1 Payments |
21 | |||
Section 8.2 Treatment of Payments made Pursuant to Tax Matters Agreement |
21 | |||
Section 8.3 Payments Net of Tax Benefit Actually Realized and Tax Cost |
22 | |||
ARTICLE IX AUDITS |
22 | |||
Section 9.1 Notice |
22 | |||
Section 9.2 Audits |
22 | |||
Section 9.3 Payment of Audit Amounts |
25 | |||
ARTICLE X COOPERATION AND EXCHANGE OF INFORMATION |
29 | |||
Section 10.1 Cooperation and Exchange of Information |
29 | |||
Section 10.2 Retention of Records |
30 | |||
ARTICLE XI ALLOCATION OF TAX ATTRIBUTES AND OTHER TAX MATTERS |
30 | |||
Section 11.1 Allocation of Tax Attributes |
30 | |||
Section 11.2 Allocation of Tax Items |
30 | |||
ARTICLE XII DEFAULTED AMOUNTS |
31 | |||
Section 12.1 General |
31 | |||
Section 12.2 Subsidiary Funding |
32 | |||
ARTICLE XIII DISPUTE RESOLUTION |
32 | |||
Section 13.1 Resolution in Accordance with Distribution Agreement |
32 | |||
ARTICLE XIV MISCELLANEOUS |
32 | |||
Section 14.1 Counterparts |
32 | |||
Section 14.2 Survival |
32 | |||
Section 14.3 Notices |
32 | |||
Section 14.4 Waivers |
33 | |||
Section 14.5 Assignment |
33 | |||
Section 14.6 Successors and Assigns |
33 | |||
Section 14.7 Termination and Amendment |
33 |
ii
Page | ||||
Section 14.8 No Circumvention |
34 | |||
Section 14.9 Subsidiaries |
34 | |||
Section 14.10 Third Party Beneficiaries |
34 | |||
Section 14.11 Title and Headings |
34 | |||
Section 14.12 Exhibits and Schedules |
34 | |||
Section 14.13 Governing Law |
34 | |||
Section 14.14 Consent to Jurisdiction |
34 | |||
Section 14.15 Waiver of Jury Trial |
35 | |||
Section 14.16 Force Majeure |
35 | |||
Section 14.17 Interpretation |
35 | |||
Section 14.18 Changes in Law |
35 | |||
Section 14.19 Severability |
36 | |||
Section 14.20 Tax Sharing Agreements |
36 | |||
Section 14.21 Exclusivity |
36 | |||
Section 14.22 No Waiver |
36 | |||
Section 14.23 No Duplication; No Double Recovery |
36 |
Schedules |
||
Schedule 1.1(6)
|
List of ATOB Entities | |
Schedule 1.1(27)
|
List of Distributions | |
Schedule 1.1(88)
|
List of Section 355 Entities | |
Schedule 6.1
|
List of GRAs |
iii
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
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1) | ITT shall be liable for and shall pay or cause to be paid to the applicable Taxing Authority an amount equal to the ITT Federal Sharing Percentage of the additional Taxes due and payable as a result of such Audit for a Pre-Distribution Tax Period or that relate to the portion of a Straddle Tax Period ending on the Distribution Date (as determined under Section 11.2(a)). | ||
2) | Defense shall be liable for and shall pay or cause to be paid to ITT an amount equal to the Defense Federal Sharing Percentage of the additional Taxes |
25
due and payable as a result of such Audit for a Pre-Distribution Tax Period or that relate to the portion of a Straddle Tax Period ending on the Distribution Date, as determined under Section 11.2(a) (and ITT shall pay or cause to be paid such amounts to the applicable Taxing Authority). |
3) | Water shall be liable for and shall pay or cause to be paid to ITT an amount equal to the Water Federal Sharing Percentage of the additional Taxes due and payable as a result of such Audit for a Pre-Distribution Tax Period or that relate to the portion of a Straddle Tax Period ending on the Distribution Date, as determined under Section 11.2(a) (and ITT shall pay or cause to be paid such amounts to the applicable Taxing Authority). |
1) | ITT shall be liable for and shall pay or cause to be paid to the applicable Taxing Authority an amount equal to the ITT U.S. State Sharing Percentage of the additional Taxes due and payable as a result of such Audit for a Pre-Distribution Tax Period or that relate to the portion of a Straddle Tax Period ending on the Distribution Date (as determined under Section 11.2(a)). | ||
2) | Defense shall be liable for and shall pay or cause to be paid to ITT an amount equal to the Defense U.S. |
26
State Sharing Percentage of the additional Taxes due and payable as a result of such Audit for a Pre-Distribution Tax Period or that relate to the portion of a Straddle Tax Period ending on the Distribution Date, as determined under Section 11.2(a) (and ITT shall pay or cause to be paid such amounts to the applicable Taxing Authority). |
3) | Water shall be liable for and shall pay or cause to be paid to ITT an amount equal to the Water U.S. State Sharing Percentage of the additional Taxes due and payable as a result of such Audit for a Pre-Distribution Tax Period or that relate to the portion of a Straddle Tax Period ending on the Distribution Date, as determined under Section 11.2(a) (and ITT shall pay or cause to be paid such amounts to the applicable Taxing Authority). |
1) | ITT shall be liable for and shall pay or cause to be paid to the applicable Taxing Authority an amount equal to the ITT Non-U.S. Sharing Percentage of the additional Taxes due and payable as a result of such Audit for a Pre-Distribution Tax Period or that relate to the portion of a Straddle Tax Period ending on the Distribution Date (as determined under Section 11.2(a)). |
27
2) | Water shall be liable for and shall pay or cause to be paid to ITT an amount equal to the Water Non-U.S. Sharing Percentage of the additional Taxes due and payable as a result of such Audit for a Pre-Distribution Tax Period or that relate to the portion of a Straddle Tax Period ending on the Distribution Date, as determined under Section 11.2(a) (and ITT shall pay or cause to be paid such amounts to the applicable Taxing Authority). |
28
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30
31
32
33
34
35
36
ITT CORPORATION | ||||
Title: | ||||
XYLEM INC. | ||||
Title: | ||||
EXELIS INC. | ||||
Title: |
1. | ITT Italia Srl | |
2. | ITT Water & Wastewater AB | |
3. | ITT Defence Ltd. | |
4. | Goulds Pumps (Philippines), Inc. | |
5. | Goulds Pumps, Inc. | |
6. | Evolutionary Concepts, Inc. | |
7. | ITT Enidine, Inc. |
Equity Distributed | Distributing Entity | Distributee(s) | ||
Common stock and
convertible preferred equity
certificates of Remainco
International Sàrl
|
ITT Industries Sàrl | ITT International Sàrl | ||
Common stock and
convertible preferred equity
certificates of Missions
Systems International Sàrl
|
ITT Industries Sàrl | ITT International Sàrl | ||
Common stock and
convertible preferred equity
certificates of Remainco
International Sàrl
|
ITT International Sàrl | ITT Water Technology Delaware, Inc. | ||
Common stock and
convertible preferred equity
certificates of Missions
Systems International Sàrl
|
ITT International Sàrl | ITT Water Technology Delaware, Inc. | ||
Common stock of ITT
International Holdings, Inc.
|
ITT Water Technology Delaware, Inc. | ITT Industries Holdings, Inc. | ||
Common stock of ITT Water
Technology Delaware, Inc.
|
ITT Industries Holdings, Inc. | ITT Corporation | ||
Common stock of Exelis Inc.
|
ITT Water Technology Delaware, Inc. | ITT Corporation | ||
Common stock of Xylem Inc.
|
ITT Corporation | ITT Corporation shareholders | ||
Common stock of Exelis Inc.
|
ITT Corporation | ITT Corporation shareholders | ||
Common stock of Water
Technology Philippines Holding,
Inc.
|
Goulds Pumps, Inc. | GP Holding Company, Inc. | ||
Common stock of Water
Technology Philippines Holding,
Inc.
|
GP Holding Company, Inc. | ITT Corporation | ||
Common stock of
Evolutionary Concepts, Inc.
|
International Motion Control, Inc. | ITT Corporation |
1. | ITT Corporation | |
2. | Xylem Inc. | |
3. | Exelis Inc. | |
4. | Remainco International Sàrl | |
5. | Missions Systems International Sàrl | |
6. | ITT Industries Sàrl | |
7. | ITT International Sàrl | |
8. | ITT International Holdings, Inc. | |
9. | ITT Water Technology Delaware, Inc. | |
10. | ITT Industries Holdings, Inc. | |
11. | Water Technology Philippines Holding, Inc. | |
12. | Goulds Pumps, Inc. | |
13. | GP Holding Company, Inc. | |
14. | Evolutionary Concepts, Inc. | |
15. | International Motion Control, Inc. |
Name of Transferred | ||||||
Date of Transfer | Name of Transferor | Name of Transferee | Entity | |||
January 5, 2009
|
ITT Corporation | ITT International Sàrl | ITT Canada Company | |||
January 7, 2009, and
December 21, 2009
|
ITT Water Technology Delaware, Inc. | ITT International Sàrl | ITT Industries Sàrl | |||
July 23, 2009
|
ITT Water Technology Delaware, Inc. | ITT Germany GmbH | BVE Controls GmbH | |||
July 23, 2009
|
ITT Water Technology Delaware, Inc. | ITT Germany GmbH | Enidine Trading Company GmbH (later merged with BVE Controls GmbH) | |||
July 23, 2009
|
ITT Water Technology Delaware, Inc. | ITT Germany GmbH | ITT Control Technologies GmbH (f/k/a Cleveland Motion Controls GmbH) | |||
July 30, 2009
|
ITT Water Technology Delaware, Inc. | ITT International Sàrl | ITT Germany GmbH (f/k/a Enidine GmbH) | |||
December 12, 2010
|
Nova Analytics Corporation | ITT International Sàrl | ITT Analytics Deutschland GmbH |
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
ITT CORPORATION |
||||
By: | ||||
Name: | ||||
Title: | ||||
EXELIS INC. |
||||
By: | ||||
Name: | ||||
Title: | ||||
XYLEM INC. |
||||
By: | ||||
Name: | ||||
Title: | ||||
19
Name | Title | Phone | ||||
Philip Galluzzi ITT Corporation |
Manager, TDS Business Relationships & Corporate Travel |
phil.galluzzi@ittcorp.net | ||||
Mary Marts
Xylem Inc.
|
Sr. Financial Analyst, Fluid and Motion Control | mary.marts@itt.com |
1
Minimum Service | ||||||||||||
BAU Transaction | Period | |||||||||||
Service # | Service Name | Description of Service | Volume | (in mo.) | Service Charge | |||||||
Provide eBuyITT Invoice Processing Services: | ||||||||||||
eBuyITT Invoice Review The
Service Provider will receive designated
invoice submissions from the Service
Receivers eBuyITT enabled Suppliers (via
EDI transaction or manual entry) and prep
invoices and feed the submitted invoices to
Perfect Commerce. The Service Provider will
use the daily invoice feeds from Perfect
Commerce to prep invoices for financial
back office operations.
|
4,174 Hard Copy Invoices Annually* / 16,501 Invoices Annually |
|||||||||||
eBuyITT Exception Handling and
Resolution The Service Provider will
reconcile and re-validate invoices flagged
with validation errors. Once the invoice
is validated, the Service Provider will
process it as stated above. Mismatched
invoices will not be paid without
resolution.
|
1,300 Transactions Annually |
|||||||||||
Invoice Recording & Payment
Processing Service Provider will send the
balanced invoices to an internal business
unit within the Service Provider, on a
daily basis, for additional Accounts
Payable recording and payment processing
for the Service Receiver.
|
4,174 Hard Copy Invoices Annually* / 16,501 Invoices Annually |
|||||||||||
SS-eBuyITT01
|
eBuyITT Invoice Processing Services |
Vendor File Maintenance The
Service Provider will receive vendor master
data for new vendor setup from an internal
business unit to perform Vendor File
Maintenance.
|
As Needed Basis | 18 | Cost plus 2% - 10% | |||||||
Tax Exempt Certificate File
Maintenance The Service Provider will
receive Service Receiver Suppliers tax
exempt vendor certificates from an internal
business unit to maintain tax exempt master
file.
|
4,174 Hard Copy Invoices Annually* / 16,501 Invoices Annually |
|||||||||||
Cost Distribution Services
Service Provider will use validated
invoices as documented above to provide
Service Receiver a cost distribution file
transmitted via FTP and/or email, or
transmitted to an internal business unit
data and centralized tax services via the
current Purchase to pay distribution
process to all Service Receivers business
units that are currently on Purchase to
Pay. The Service Provider will provide cost
distribution and taxability indicators, per
agreed frequency to the Service Receivers
business units that are not currently
supported by the Shared Services Accounts
Payable (P2P) process).
|
As Needed Basis | |||||||||||
eBuyITT Aged-Invoice Workflow
Notification Service Provider will
perform routine communication of aged open
invoices requiring Service Receiver triage
and action.
|
As Needed Basis |
2
* | Note: The BAU transaction volume for hard copy invoices, and not the total invoice volume (i.e., both electronic and hard copy), will be used as the pre-distribution date baseline to calculate changes in service volumes (plus or minus 10%) as defined in the next section. |
Scenario | One-Time Setup Fees | Monthly Fees | ||
Service Volume within
BAU [Note: BAU
already includes +/-
10% of
pre-distribution date
volumes]
|
No incremental one-time fees when Service Receiver utilizes services and structure as-is with no changes under this agreement | Steady-State fee structure for requisite service as documented below | ||
Service Volume
greater or less than
BAU
|
Service Provider will develop a commercially reasonable quote for acceptance by the Service Receiver provided the Service Receiver utilizes services and structure as-is with no significant changes under this agreement | Service Provider will develop a commercially reasonable quote for acceptance by the Service Receiver incremental to the base service costs documented below for the requisite service |
3
Service # | Service Name | Description of Service | Service Charge ($/hour) | |||
Service Provider will make commercially reasonable efforts to assist Service Receiver in exiting of this agreement. These efforts include: | ||||||
Support of
data extraction
requests from the
Service Receiver |
||||||
SS-eBuyITT-02
|
eBuyITT Invoice Processing Services Migration |
Providing
Subject Matter
Expertise in helping
the Service Receiver
understand current
state business
processes, and
current state
functional data
mapping
|
Time and Materials Based on Additional Pricing Section | |||
Service Provider will provide the following knowledge transfer services: | ||||||
SS-eBuyITT-03
|
eBuyITT Invoice Processing Services Knowledge Transfer |
Existing
non-sensitive
documentation
maintained by the
Service Provider will
be given to the
Service Receiver as
it relates to eBuyITT
services
|
Time and Materials Based on Additional Pricing Section |
4
| Service Receiver will maintain current Cost Distribution data delivery methodologies (e.g., FTP drop site/email attachment receipt). | ||
| If Service Receiver or their suppliers provides inaccurate information to Service Provider it will be the responsibility of the Service Receiver to rectify any problems and bear any costs incurred to rectify the issue. | ||
| Security and access controls will be maintained as set forth in the Master Services Agreement. | ||
| Service Receiver must actively be engaged on the GSCS Service Agreement from Global Supply Chain Services (GSCS) and utilize Perfect Commerce as the eProcurement platform for the duration this agreement is in effect. |
5
Location | Low | Medium | High | |||||||||
USA |
$ | 75 | $ | 100 | $ | 125 | ||||||
Greece |
$ | 35 | $ | 46 | $ | 58 | ||||||
Mexico |
$ | 19 | $ | 25 | $ | 31 | ||||||
Sweden |
$ | 75 | $ | 100 | $ | 125 |
6
Name | Title | Phone | ||||
Philip Galluzzi ITT Corporation |
Manager, TDS Business Relationships & Corporate Travel |
phil.galluzzi@ittcorp.net | ||||
Mary Marts Xylem Inc. |
Sr. Financial Analyst, Fluid and Motion Control |
mary.marts@itt.com |
Minimum Service | ||||||||||||
BAU Transaction | Period | |||||||||||
Service # | Service Name | Description of Service | Volume | (in mo.) | Service Charge | |||||||
Provide P-Card Transaction Processing Services: | ||||||||||||
P-Card Invoice Review The Service
Provider will receive a notification and data
file from US Bank once monthly containing
transaction details and Company information
for Service Receivers P-Card holders. In
addition, the Service Provider will receive
from an internal business unit an
authorization to proceed with the P-Card File
download. The Service Provider will review
the file, format data for financial
processing, and validate invoices for
completeness and accuracy. The Service
Provider will flag invoices with validation
errors. The Service Provider will use booked
AP invoices to generate proprietary data files
to be sent via email to Service Receivers
Treasury Department for payment settlement.
|
125 Transactions Annually |
|||||||||||
SS-PCard Processing-01 |
P-Card Transaction Processing Services |
P-Card Exception Handling and
Resolution The Service Provider will
reconcile and re-validate invoices flagged
with validation errors. Once the invoice is
validated, the Service Provider will process
it as stated above. Mismatched invoices will
not be paid without resolution. For
processing credits, the Service Provider will
insure that management accounts have monthly
debit balances prior to transmission to
Service Receivers Treasury Department. If a
management account is received as a zero or
credit balance, the Service Provider will
remove credit transactions from being
processed in ascending order until the
management account reflects a debit balance.
The Service Provider will communicate the
removed credits to the internal business unit
for resolution.
|
40 Transactions Annually |
18 | Cost plus 2% - 10% | |||||||
P-Card Cost Distribution The
Service Provider will use validated invoices
as documented above to provide Service
Receiver a Cost Distribution file transmitted
via File Transfer Protocol (FTP) and/or email.
|
15 Transactions per Month | |||||||||||
P-Card File Maintenance The Service
Provider will perform file maintenance based
on internal business unit approval for new
and/or changes to P-Card holders. Only valid,
internal business unit-approved cardholder
transactions are processed. Three (3)
business days prior notice is required to
maintain P-Card file.
|
As Needed Basis |
2
Scenario | One-Time Setup Fees | Monthly Fees | ||
Service Volume within
BAU [Note: BAU
already includes +/-
10% of
pre-distribution date
volumes]
|
No incremental one-time fees when Service Receiver utilizes services and structure as-is with no changes under this agreement | Steady-State fee structure for requisite service as documented below | ||
Service Volume
greater or less than
BAU
|
Service Provider will develop a commercially reasonable quote for acceptance by the Service Receiver provided the Service Receiver utilizes services and structure as-is with no significant changes under this agreement | Service Provider will develop a commercially reasonable quote for acceptance by the Service Receiver incremental to the base service costs documented below for the requisite service |
3
Service # | Service Name | Description of Service | Service Charge ($/hour) | |||
Service Provider will make commercially reasonable efforts to assist Service Receiver in exiting of this agreement. These efforts include: | ||||||
SS-PCard Processing-02 |
P-Card Transaction Processing Migration |
Support of
data extraction
requests from the
Service Receiver
|
Time and Materials Based on Additional Pricing Section | |||
Providing
Subject Matter
Expertise in helping
the Service Receiver
understand current
state business
processes, and
functional data
mapping |
||||||
Service Provider will provide the following knowledge transfer services: | ||||||
SS-PCard Processing-03 |
P-Card Transaction Processing Knowledge Transfer |
Existing
non-sensitive
documentation
maintained by the
Service Provider will
be given to the
Service Receiver as
it relates to P-Card
Transaction
Processing services
|
Time and Materials Based on Additional Pricing Section |
4
| If Service Receiver, or their Supplier(s), provides inaccurate information to Service Provider it will be the responsibility of the Service Receiver to rectify any problems and bear any costs incurred to rectify the issue. | ||
| Service Receiver, in a separate and independent agreement, must utilize US Bank as the P-Card supplier for the duration this agreement is in effect. | ||
| Service Receiver must actively be engaged on the GSCS Service Agreement from Global Supply Chain Services (GSCS) for the duration this agreement is in effect. | ||
| Service Receiver must maintain current Cost Distribution data delivery methodologies (e.g., FTP drop site/email attachment receipt) and payment settlement interface (Treasury) for the duration this agreement is in effect. | ||
| Security and access controls will be maintained as set forth in the Master Services Agreement. |
5
Location | Low | Medium | High | |||||||||
USA |
$ | 75 | $ | 100 | $ | 125 | ||||||
Greece |
$ | 35 | $ | 46 | $ | 58 | ||||||
Mexico |
$ | 19 | $ | 25 | $ | 31 | ||||||
Sweden |
$ | 75 | $ | 100 | $ | 125 |
6
Name | Title | Phone | ||||
Philip Galluzzi ITT Corporation |
Manager, TDS Business Relationships & Corporate Travel |
phil.galluzzi@ittcorp.net | ||||
Mary Marts Xylem Inc. |
Sr. Financial Analyst, Fluid and Motion Control |
mary.marts@itt.com |
1
Minimum Service | |||||||||||||
BAU Transaction | Period | ||||||||||||
Service # | Service Name | Description of Service | Volume | (in mo.) | Service Charge | ||||||||
Provide Telecom Invoice Processing (TAPS) Services: | |||||||||||||
TAPS supplier
statements The
Service Provider will
receive Service
Receivers current
Primary Telecom
Service Supplier
statements monthly.
The statements are
transmitted via EDI,
or entered manually
via paper statements,
to the Service
Provider. To produce
balanced TAPS
statements, the
Service Provider will
perform various
validation and
duplication
protection routines
with criteria
including Master
Control Number,
Account number, and
AT&T Statement
numbers. Only total
current charges are
recognized in the
TAPS system for
processing each
month.
|
2,100 Transactions Annually |
||||||||||||
SS-TAPS-01
|
Telecom Invoice Processing Services (TAPS) |
TAPS
Exception Handling
and Resolution -
Service Provider will
reconcile accounts
that failed
validation. The
Service Provider will
make commercially
reasonable efforts to
gain resolution from
the Service Receiver,
to produce resolved
accounts that are
ready for financial
processing. Accounts
that fail validation
are not paid without
resolution.
|
60 Transactions Annually |
9 | Cost plus 2% - 10% | ||||||||
Invoice
Recording & Payment
Processing Service
Provider will send
the balanced invoices
to an internal
business unit within
the Service Provider,
on a monthly basis,
for additional
Accounts Payable
recording and payment
processing for the
Service Receiver.
|
2,100 Transactions Annually |
||||||||||||
TAPS Cost
Distribution The
Service Provider will
transmit to the
Service Receiver a
Cost Distribution
file from the
processed validated
Statements, Service
Provider will
transmit this file
via FTP and/or email
to the Service
Receiver.
|
15 Transactions per Month |
||||||||||||
TAPS Customer
File Maintenance
The Service Provider
will perform Customer
File Maintenance
after receiving a
Change Request from
the Service Receiver.
Only valid, ITT
Customer accounts and
Statements are
processed. Three (3)
business days prior
notice are required
to maintain the
Customer file.
|
30 Transactions Annually |
2
Scenario | One-Time Setup Fees | Monthly Fees | ||
Service Volume within
BAU [Note: BAU
already includes +/-
10% of
pre-distribution
volumes]
|
No incremental one-time fees when Service Receiver utilizes services and structure as-is with no changes under this agreement | Steady-State fee structure for requisite service as documented in this agreement | ||
Service Volume
greater or less than
BAU
|
Service Provider will develop a commercially reasonable quote for acceptance by the Service Receiver provided the Service Receiver utilizes services and structure as-is with no significant changes under this agreement | Service Provider will develop a commercially reasonable quote for acceptance by the Service Receiver incremental to the base service costs documented below for the requisite service |
3
Service # | Service Name | Description of Service | Service Charge ($/hour) | ||||
Service Provider will make commercially reasonable efforts to assist Service Receiver in exiting of this agreement. These efforts include: | |||||||
SS-TAPS-02
|
Telecom Invoice Processing (TAPS) Migration |
Support of
data extraction
requests from the
Service Receiver |
|||||
Providing
Subject Matter
Expertise in helping
the Service Receiver
understand current
state business
processes and
functional data
mapping
|
Time and Materials Based on Additional Pricing Section | ||||||
Service Provider will provide the following knowledge transfer services: | |||||||
SS-TAPS-03
|
Telcom Invoice Processing (TAPS) Knowledge Transfer |
Existing
non-sensitive
documentation
maintained by the
Service Provider will
be given to the
Service Receiver as
it relates to Telecom
Invoice Processing
(TAPS) services
|
Time and Materials Based on Additional Pricing Section |
4
| Security and access controls will be maintained as set forth in the Master Services Agreement. | |
| If Service Receiver, or their Supplier(s), sends inaccurate data to Service Provider it will be the responsibility of the Service Receiver to rectify any problems and bear any costs incurred to rectify the issue. | |
| Service Receiver must actively be engaged in the circuitry configuration and inventory control of their networks and have Subject Matter Experts (SME) available to assist with statement processing discrepancies. | |
| Service Receiver, in a separate and independent agreement, must utilize AT&T as the telecommunication data vendor. | |
| Service Receiver will maintain current Cost Distribution data delivery methodologies (e.g., FTP drop site/email attachment receipt). |
5
Location | Low | Medium | High | |||||||||
USA |
$ | 75 | $ | 100 | $ | 125 | ||||||
Greece |
$ | 35 | $ | 46 | $ | 58 | ||||||
Mexico |
$ | 19 | $ | 25 | $ | 31 | ||||||
Sweden |
$ | 75 | $ | 100 | $ | 125 |
6
Name | Title | Phone | ||||
Service Providers Contact |
Mgr, Benefits Planning and Administration | Deb.macchia@itt.com | ||||
ITT Corporation Deborah Macchia |
||||||
Lisa.munoz@itt.com | ||||||
Lisa Munoz | Benefits Analyst | |||||
Thomas Hickey | Manager, Benefits Financial Reporting | [ ] | Thomas.hickey@itt.com | |||
Service Recipients Contact | ||||||
Xylem Inc. | ||||||
Director, Global Benefits | ||||||
Keith Dick | Keith.dick@itt.com |
2
| Monthly Premium billing. | ||
| Monthly administrative services billing (for administrative services billed on an hourly basis. See Additional Pricing section for Hourly Rates). | ||
| See General Service Description for a description of payments and billing hereunder. See Pricing for a description of the Headcount True-Up (as defined below) and reconciliation for IBNR (as defined below) Claims. | ||
| Claims processing |
| All Vendor Claims process will remain unchanged from the process as used during the 12-month period prior to the Distribution Date. | ||
| The Claims appeal process will not change from the process as used during the 12-month period prior to the Distribution Date. Empire/Anthem/Medco, MetLife and SHPS will handle all appeals as provided under the Employee Retirement Income Security Act. Once all such appeals have been exhausted, escalations will be handled by Service Provider. | ||
| Service Provider will pay all Claims incurred during the 2011 Plan Year. |
| Eligibility |
| All eligibility adjustments (adding dependents, new hires, ect.) will be handled by local Service Recipient HR through the Infinium interface. | ||
| The Service Recipient may add or remove employees/dependants to coverage in accordance with the terms of the Plans, generally upon a qualifying event, new hire or termination. These rules will be the same rules in effect immediately prior to Distribution Date and will remain in effect until January 31, 2012. | ||
| Manual adjustments to eligibility will be handled directly with the Vendors by authorized Service Recipient local HR. These adjustments will be one off type adjustments that cannot be made through Infinium due to timing. | ||
| All file transmissions to Vendors will be handled by the Exelis Inc. Fort Wayne Shared Service team under the HR/Payroll/Benefits Transition Services Agreement. |
3
| All files normally maintained manually by the Service Recipient local HR departments during the twelve (12) month period prior to the Distribution Date will remain unchanged. | ||
| COBRA qualifying events notices will be handled by SHPS. Service Recipient Local HR department will notify SHPS of termination of employment (as is the current practice in the twelve (12) months prior to Distribution Date). SHPS will provide election notice to Covered Employees with appropriate coverages. There is a separate Letter of Intent with SHPS, attached as Appendix B. |
| Claims payment |
| All Covered Employee Claims made under the Plans and incurred for the 2011 Plan Year will be paid by Service Provider. | ||
| Vendor administrative service charges for the 2011 Plan Year will be paid by Service Provider. | ||
| Empire and MetLife maintain bank accounts which Service Provider funds daily to pay claims. Each Vendor will separate claims paid by claims incurred date. | ||
| Service Provider will pay all Medical and Dental Claims incurred for the 2011 Plan Year, but submitted for payment after the end of the 2011 Plan Year but no later than allowed under the terms of the applicable Plan. | ||
| MEDCO invoices bi-weekly for claims paid. Service Provider will pay for all MEDCO claims incurred for the 2011 Plan Year. |
| Service Recipient will provide accurate and timely employee enrollments via Infinium. | ||
| Service Recipient will research eligibility issues as needed. | ||
| In case of inaccurate data sent to Service Provider it will be the responsibility of the Service Recipient to rectify any problems and assessments incurred. | ||
| Local Human Resources/Benefits departments will support Covered Employees. |
4
5
Basic | ||||||||||||
Employee | Employee | |||||||||||
Rating Band | Only | + 1 | Family | |||||||||
Band 1 |
$ | $ | $ | |||||||||
Band 2 |
$ | $ | $ | |||||||||
Band 3 |
$ | $ | $ | |||||||||
Band 4 |
$ | $ | $ | |||||||||
Band 5 |
$ | $ | $ |
Enhanced | ||||||||||||
Employee | Employee | |||||||||||
Rating Band | Only | + 1 | Family | |||||||||
Band 1 |
$ | $ | $ | |||||||||
Band 2 |
$ | $ | $ | |||||||||
Band 3 |
$ | $ | $ | |||||||||
Band 4 |
$ | $ | $ | |||||||||
Band 5 |
$ | $ | $ |
EPO | ||||||||||||
Employee | Employee | |||||||||||
Rating Band | Only | + 1 | Family | |||||||||
Band 1 |
$ | $ | $ | |||||||||
Band 2 |
$ | $ | $ | |||||||||
Band 3 |
$ | $ | $ | |||||||||
Band 4 |
$ | $ | $ | |||||||||
Band 5 |
$ | $ | $ |
HDHP | ||||||||||||
Employee | Employee | |||||||||||
Rating Band | Only | + 1 | Family | |||||||||
Band 1 |
$ | $ | $ | |||||||||
Band 2 |
$ | $ | $ | |||||||||
Band 3 |
$ | $ | $ | |||||||||
Band 4 |
$ | $ | $ | |||||||||
Band 5 |
$ | $ | $ |
6
MetLife Dental | ||||||||
EE | EE+1 | Family | ||||||
$ | $ |
General Category of Employee | Hourly Rate | |||
1. Secretarial/Administrative |
$ | 50.00 | ||
2. Non-Executive |
$ | 100.00 | ||
3. Executive |
$ | 150.00 |
7
| Reconciliation for Incurred But Not Reported (IBNR) Claims |
| The premiums collected from Service Recipient hereunder will be credited to Service Providers active medical ledger. | ||
| The amount that Service Provider should hold in reserve to cover payment for all IBNR Claims incurred for the 2011 Plan Year shall be calculated in accordance with the following procedures: |
| This calculation will be made by June 30, 2012 using the same methods, assumptions, processes, etc. as used during the 12-month period prior to the Distribution Date to calculate the IBNR Claim reserve remaining to pay Claims incurred before January 1, 2012, but paid after June 30, 2012. | ||
| Service Provider and Service Recipient will engage Towers Watson, or such other person as the parties may agree to engage (the Calculation Agent), to calculate the target level of the IBNR claim reserve, whose determination shall be binding and conclusive on the Service Provider and Service Recipient. | ||
| The IBNR Claim reserve will have its final reconciliation calculated the Calculation Agent by June 30, 2012. |
| If the amount held for the IBNR Claim reserve is greater than the target level of the IBNR Claim reserve, as determined herein, within ten (10) Business Days of Service Provider being notified of such determination by the Calculation Agent, Service Provider shall pay its proportionate amount to Service Recipient (based upon Service Recipients number of Covered Employees (as of December 31, 2011) in relation to the total number of Covered Employees (for all of the Parties to the Agreement) in the IBNR Claim reserve pool (as of December 31, 2011) (the Proportionate Amount)), required, when included with the Proportionate Amounts to be paid to the other Parties to the Agreement, required to bring the amount held for the IBNR Claim reserve to its targeted level, as determined by the Calculation Agent. | ||
| If the amount held for the IBNR Claim reserve is less than the target level of the IBNR claim reserve, as determined herein, within ten (10) Business Days of Service Recipient being notified of such determination by the Calculation Agent and its Proportionate Amount by the Service Provider, Service Recipient shall pay its Proportionate Amount to Service Provider, required, when included with the Proportionate Amounts to be paid by the other Parties to the Agreement, |
8
necessary to bring the amount held for the IBNR Claim reserve to its targeted level, as determined by the Calculation Agent. |
9
Unit | Value Center | Grand Total | ||
FTC-HQ
|
HQ | |||
Motion and Flow Controls HQ
|
HQ | |||
ITT Heat Transfer
|
RCW | |||
ITT Bell & Gossett Division
|
RCW | |||
Rule Industries
|
Flow Controls | |||
Sanitaire (WPCC)
|
WWW | |||
AC Custom Pump
|
IP | |||
Flo-Jet
|
Flow Controls | |||
Sanitaire Royce
|
WWW | |||
Sanitaire WET
|
RCW | |||
Flowtronex
|
RCW | |||
RCW
|
RCW | |||
ITT Water Technology, Inc.
|
RCW | |||
Texas Turbine Operations-Lubbock
|
RCW | |||
Flygt Florida
|
WWW | |||
Leopold Salary
|
WWW | |||
WEDECO
|
WWW | |||
ITT Flygt Corp.
|
WWW | |||
Flygt-Indiana
|
WWW | |||
Laing
|
RCW | |||
Nova Analytics
|
ITT Analytics | |||
Global Water Instruments
|
ITT Analytics | |||
Bellingham and Stanley
|
ITT Analytics | |||
Aanderaa Data Instruments
|
ITT Analytics |
10
RE: | Trivestiture of ITT Corporation |
1. Services
|
Beginning on or about June 1, 2011, Company will begin implementation services to setup ITT and Water. Company will continue providing ongoing Services to the Client, including Defense, ITT and Water populations, until the Separation Date. | |
2. Termination Fee
|
Company agrees to defer implementation Fees in an amount of $ . Of this amount, $ shall be with respect to ITT ($ for COBRA and $ for FSA, respectively) and $ shall be with respect to Water ($ for COBRA and $ for FSA, respectively) (the Deferred Implementation Fees) over the period between January 1, 2012 and December 31, 2012, which will be included in the new agreements. In the event the Service Agreement is terminated for any reason prior to the expiration the Separation Date the Client shall pay Company the Deferred Implementation Fees in accordance with the payment terms set forth in the Service Agreement. |
11
Name | Title | Phone | ||||
Service Providers
Contact |
||||||
ITT Corporation
Conrad Arnold
|
Director Human Resources | Conrad.arnold@itt.com | ||||
Service Recipients
Contact Xylem Inc. Dawn DeRue |
Human Resources Mgr. | Dawn.derue@itt.com |
1
| Monthly premium billing. | ||
| Monthly administrative services billing (for administrative services billed on an hourly basis. See Additional Pricing section for Hourly Rates). |
2
| Administration as needed on daily basis for the Benefit Plans. The Service Provider will provide all services that were provided during the twelve (12) months prior to the Distribution Date. The Service Provider will maintain the same level of service provided during the twelve (12) months prior to the Distribution Date. |
| Answer any questions pertaining to medical coverage. | ||
| Assist in resolving any issues that may arise regarding, medical coverage, ex. Claims, Medicare questions, etc. | ||
| Add employees/dependents to the Medical coverage as needed. | ||
| Reconcile and pay premiums from Medical carriers pertaining to the Exelis employees. |
| Should the Service Recipient need services not provided during the twelve (12) months prior to the Distribution Date, the parties will negotiate in good faith to determine any additional cost involved in the services |
3
4
Coverage | Employee | |||||
(Invoicing for medical/dental premiums Only as noted below): | ||||||
BluePoint POS (FSS) Active |
||||||
Employee | $ | |||||
Employee + 1 | $ | |||||
Employee + Child(ren) | $ | |||||
Family | $ | |||||
Dental (FSS) Active |
||||||
Employee | $ | |||||
Employee + 1 | $ | |||||
Family | $ | |||||
MVP (Retirees Pre 65) |
||||||
Employee | $ | |||||
Employee + 1 | $ | |||||
Family | $ |
General Category of Employee
|
Hourly Rate | |||
1. Secretarial/Administrative
|
$ | 50.00 | ||
2. Non-Executive
|
$ | 100.00 | ||
3. Executive
|
$ | 150.00 |
5
Name | Title | Phone | ||||
Kevin Loucks ITT Corporation |
Manager, Transition Management Office |
kevin.loucks@itt.com | ||||
Eva Jakubowska Xylem Inc. |
RCW IT Director | eva.jakubowska@itt.com |
1
Minimum | ||||||||||||
Service | ||||||||||||
BAU Transaction | Period | |||||||||||
Service # | Service Name | Description of Service | Volume | (in mo.) | Service Charge | |||||||
Provide Epicor 9 Application support required to support Enterprise Resource Planning (ERP) services: | ||||||||||||
Access to
Epicor 9 Application
Service Provider
will provide access
to application for
authorized service
receiver users per
the security
guidelines outlined
in the Master
Services Agreement.
Service Provider
after receiving an
emailed Access
Request Form from the
Service Receiver,
will create new
application and
database users
pre-approved by
Service Recipient,
maintain application
and database
passwords, maintain
application and
database security to
meet security and
controls guidelines
identified in Master
Services Agreement,
as well as monitor
and restrict
unauthorized access
to source code and
data. Service
Provider will
maintain production
batch schedule,
production
Interfaces, execute
batch jobs, assess
impact of failed
batch jobs, and
adjust schedule to
account for batch job
failures and delays.
Service Provider will
execute web server
and application
server configuration
changes, monitor and
maintain application
administration. The
lead-time required
for these activities
is one day.
|
Three Requests per Month | |||||||||||
IT-Epicor 9-01
|
Epicor 9 Application Support Services |
Epicor 9
Application Support &
Maintenance
Service Provider will
monitor incident
resolution requests,
and recommend and
implement incident
resolution per the
SLA outlined in the
Service Level section
of this agreement.
Service Provider will
identify and
communicate breaks in
application
discovered by
automated or
monitoring system,
develop solution and
approach to address
break in application,
and implement fixes
to resolve break in
application.
|
12 | Cost plus 2% - 10% |
||||||||
The Service
Provider after
receiving an emailed
Epicor 9 Modification
Request Form from the
Service Receiver,
will create or modify
for the Service
Receiver Crystal
Reports, Business
Process Management
(BPM) procedures,
Business Activity
Queries (BAQ),
Dashboard, User
Defined fields, and
or propose and create
an alternate solution
as necessary. A
lead-time of 4 days
is required for these
Program Change
Requests.
|
40 Hours per Month | |||||||||||
The Service
Provider after
receiving an emailed
request will provide
training and
consulting on process
and Epicor 9 modules,
to the Service
Receivers users, as
needed and requested.
|
Two sessions per year, for 8 hours per session |
2
Minimum | ||||||||||||
Service | ||||||||||||
BAU Transaction | Period | |||||||||||
Service # | Service Name | Description of Service | Volume | (in mo.) | Service Charge | |||||||
Epicor 9
Application Database
Support Service
Provider on receipt
of an emailed Service
Request Form, will
trouble shoot
database related
incidents,
maintain
database schema if
necessary, bounce
databases as
required, perform
data cleanup
activities as needed,
monitor and maintain,
and provide support
for all database
issues in test/dev
environments, archive
and truncate database
tables as required,
compact databases as
required, backup,
restore, compress,
and delete old log
files as needed, and
conduct scheduled
maintenance
activities.
|
Daily Backups are performed
One Restore per week |
|||||||||||
The Service
Provider, after
receiving an emailed
Service Request Form
from the Service
Receiver, will create
or modify the
following: Progress
SQL database
interfaces,
Electronic Invoice
process, SQL
Reporting, and
Application tuning.
The lead-time for
these services will
be three weeks.
|
2 Service Requests per Month | |||||||||||
Access to
SICAF Electronic
Invoicing for Epicor
9 Application
Service Provider will
provide access to
application for
authorized service
receiver users per
the security
guidelines outlined
in the Master
Services Agreement.
Service Provider
after receiving an
emailed Access
Request Form from the
Service Receiver,
will create new
application and
database users
pre-approved by
Service Recipient,
maintain application
and database
passwords, maintain
application and
database security to
meet security and
controls guidelines
identified in Master
Services Agreement,
as well as monitor
and restrict
unauthorized access
to source code and
data. Service
Provider will
maintain production
batch schedule,
execute batch jobs,
assess impact of
failed batch jobs,
and adjust schedule
to account for batch
job failures and
delays.
|
2 Service Requests per Month | |||||||||||
SICAF
Electronic Invoicing
Application Support &
Maintenance
Service Provider will
monitor incident
resolution requests,
and recommend and
implement incident
resolution per the
SLA outlined in the
Service Level section
of this agreement.
Service Provider will
identify and
communicate breaks in
application
discovered by
automated or
monitoring system.
The Service Provider
will utilize the
SICAF Vendor for all
activities to develop
solutions and
approach to address
break in application.
The SICAF Vendor will
implement fixes to
resolve break in
application. |
3
Minimum | ||||||||||||
Service | ||||||||||||
BAU Transaction | Period | |||||||||||
Service # | Service Name | Description of Service | Volume | (in mo.) | Service Charge | |||||||
Provide MFG Pro Application support required to support Enterprise Resource Planning (ERP) services: | ||||||||||||
Access to MFG
Pro Application
Service Provider will
provide access to
application for
authorized service
receiver users per
the security
guidelines outlined
in the Master
Services Agreement.
Service Provider
after receiving an
emailed Access
Request Form from the
Service Receiver,
will create new
application and
database users
pre-approved by
Service Recipient,
maintain application
and database
passwords, maintain
application and
database security to
meet security and
controls guidelines
identified in Master
Services Agreement,
as well as monitor
and restrict
unauthorized access
to source code and
data. Service
Provider will
maintain production
batch schedule,
production
Interfaces, execute
batch jobs, assess
impact of failed
batch jobs, and
adjust schedule to
account for batch job
failures and delays.
Service Provider will
execute web server
and application
server configuration
changes, monitor and
maintain application
administration. The
lead-time required
for these activities
is one day.
|
One Request per Month | 3 | ||||||||||
IT-MFG Pro-01
|
MFG Pro Application Support Services |
MFG Pro
Application Support &
Maintenance
Service Provider will
monitor incident
resolution requests,
and recommend and
implement incident
resolution per the
SLA outlined in the
Service Level section
of this agreement.
Service Provider will
identify and
communicate breaks in
application
discovered by
automated or
monitoring system,
develop solution and
approach to address
break in application,
and implement fixes
to resolve break in
application. |
||||||||||
MFG Pro
Application Database
Support Service
Provider on receipt
of an emailed Service
Request Form, will
trouble shoot
database related
incidents, maintain
database schema if
necessary, bounce
databases as
required, perform
data cleanup
activities as needed,
monitor and maintain,
and provide support
for all database
issues in test/dev
environments, archive
and truncate database
tables as required,
compact databases as
required, backup,
restore, compress,
and delete old log
files as needed, and
conduct scheduled
maintenance
activities.
|
Daily Backups are performed
One Restore per Month |
4
Scenario | One-Time Setup Fees | Monthly Fees | ||
Service Volume within
BAU [Note: BAU
already includes +/-
10% of
pre-distribution date
volumes]
|
No incremental one-time fees when Service Receiver utilizes services and structure as-is with no changes under this agreement | Steady-State fee structure for requisite service as documented below | ||
Service Volume
greater or less than
BAU
|
Service Provider will develop a commercially reasonable quote for acceptance by the Service Receiver provided the Service Receiver utilizes services and structure as-is with no significant changes under this agreement | Service Provider will develop a commercially reasonable quote for acceptance by the Service Receiver incremental to the base service costs documented below for the requisite service |
5
Service # | Service Name | Description of Service | Service Charge ($/hour) | |||
Service Provider will make commercially reasonable efforts to assist Service Receiver in exiting of this agreement. These efforts include: | ||||||
IT-Epicor 9-03
|
Epicor 9 and MFG Pro Application Migration | Support of
data extraction
requests from the
Service Receiver
|
Time and Materials Based on Additional Pricing Section | |||
Providing
Subject Matter
Expertise in helping
the Service Receiver
understand current
state data schema and
configuration details |
||||||
Service Provider will provide the following knowledge transfer services: | ||||||
IT-Epicor 9-04
|
Epicor 9 and MFG Pro Application Knowledge Transfer | Existing
non-sensitive
documentation
maintained by the
Service Provider will
be given to the
Service Receiver as
it relates to the
Epicor 9 and MFG Pro
Application and
related interfaces
|
Time and Materials Based on Additional Pricing Section |
6
| Service Receiver will maintain the applications and interfaces documented in Attachment A. | |
| Service Receiver will maintain the current data delivery methodologies (e.g., FTP drop site/email) ensuring they are accessible and reachable to the Service Provider for the period of this TSA. | |
| Security and access controls will be maintained as set forth in the Master Services Agreement. | |
| Service Provider must keep the TSA Gateway active and accessible to the Service Receiver as needed for the period of this TSA. | |
| If Service Receiver provides inaccurate information to Service Provider, it will be the responsibility of the Service Receiver to rectify any problems and bear any costs incurred to rectify the issue. |
7
Location | Low | Medium | High | |||
USA | $75 | $100 | $125 | |||
Greece | $35 | $46 | $58 | |||
Mexico | $19 | $25 | $31 | |||
Sweden | $75 | $100 | $125 |
8
Interface Name | Business Purpose | Source System | Destination System | |||
Service Providers Epicor 9 application will create 2 flat files, one containing Sales Order header and one with Sales Order detail information. | ||||||
Sales Orders
|
This interface is executed from a daily Batch schedule, and runs at 3am Daily. | Epicor 9 | Service Receiver | |||
The flat files are transmitted with FTP to a Service Receivers FTP site. | ||||||
Service Providers Epicor 9 application will generate 2 flat files, one containing Invoice header and one with Invoice detail information. | ||||||
Invoicing
|
This interface is executed from a daily Batch schedule, and runs at 3am Daily. | Epicor 9 | Service Receiver | |||
The flat files are transmitted with FTP to a Service Receivers FTP site. |
9
Name | Title | Phone | ||||
Vassilis Gerardos ITT Corporation |
Knowledge Management Supervisor, Athens Group |
vasilis.gerardos@itt.com | ||||
Doug Olson Xylem Inc. |
eBusiness Manager ITT Residential & Commercial Water |
doug.olson@itt.com |
1
Minimum Service | ||||||||||
BAU Transaction | Period | |||||||||
Service # | Service Name | Description of Service | Volume | (in mo.) | Service Charge | |||||
Provide ePrism Application support services required to support Integrated Sales and Manufacturing, including a WEB based Sales and Manufacturing configuration capability set of services: | ||||||||||
ePrism
Knowledge Engineering
Service Provider,
after receiving a
service request from
the Service Receiver,
will update the
appropriate
information within
ePrism. |
||||||||||
ePrism Data
and Curve Management
Service Provider,
after receiving a
service request,
validated data, and
specifications will
maintain the
information within
ePrism.
|
350 Knowledge Engineer Hours per Month |
|||||||||
IT-ePrism-01
|
ePrism Application Support Services |
ePrism
Application Support &
Maintenance
Service Provider will
provide System
Administration
services to the
Service Receivers
ePrism application.
Service Provider will
provide Break/Fix
support and monitor
incident resolution
requests, and
recommend and
implement incident
resolution per the
Service Level
Agreement (SLA)
outlined in the
Service Level section
of this agreement.
Service Provider will
identify and
communicate breaks in
application
discovered by
automated or
monitoring system,
develop solution and
approach to address
break in application,
and implement fixes
to resolve break in
application. |
24* | Cost plus 2% - 10% | ||||||
The Service Provider
will only provide
modifications to the
Service Receivers
ePrism code in the
following situations
for the redesign and
modification of
existing products, as
listed in Attachment
A.
|
305 Programmer Hours per Month |
|||||||||
The Service
Provider will perform
code changes to the
Service Receivers
ePrism code stream if
the Service Provider
determines it is
appropriate and
necessary to address
with Product Specific
Requests that have
been approved by the
Joint ePrism
Committee. |
||||||||||
The Service Provider
will deliver these
changes to the
Service Receiver in a
Quarterly release
cycle. |
* | Beyond the minimum service period this agreement can be extended for another 12 months on a month-to-month basis |
2
Scenario | One-Time Setup Fees | Monthly Fees | ||
Service Volume within
BAU [Note: BAU
already includes +/-
10% of
pre-distribution date
volumes]
|
No incremental one-time fees when Service Receiver utilizes services and structure as-is with no changes under this agreement | Steady-State fee structure for requisite service as documented below | ||
Service Volume greater or less than BAU |
Service Provider will develop a commercially reasonable quote for acceptance by the Service Receiver provided the Service Receiver utilizes services and structure as-is with no significant changes under this agreement | Service Provider will develop a commercially reasonable quote for acceptance by the Service Receiver incremental to the base service costs documented below for the requisite service |
Service # | Service Name | Description of Service | Service Charge ($/hour) | |||
Service Provider will make commercially reasonable efforts to assist Service Receiver in exiting of this agreement. These efforts include: | ||||||
IT-ePrism-02
|
ePrism Application Migration |
Providing
Subject Matter
Expertise in helping
the Service Receiver
understand current
state data schema and
configuration details
|
Time and Materials Based on Additional Pricing Section | |||
IT-ePrism-03
|
ePrism Application Data Migration |
Service Provider will provide data and rule extraction services in a common understandable format to assist the Service Receiver to migrate from the ePrism application. | No Charge |
3
Service # | Service Name | Description of Service | Service Charge ($/hour) | |||
Service Provider will provide the following knowledge transfer services: | ||||||
IT-ePrism-04
|
ePrism Application Knowledge Transfer |
Existing
non-sensitive
documentation
maintained by the
Service Provider will
be given to the
Service Receiver as
it relates to the
ePrism application
support services and
related interfaces
|
Time and Materials Based on Additional Pricing Section |
| Service Receiver will maintain applications and interfaces required for the services documented in this agreement. | |
| If Service Receiver sends inaccurate data to Service Provider, it will be the responsibility of the Service Receiver to rectify any problems and bear any costs incurred to rectify the issue. |
4
| Service Receiver must provide access to secure VPN for the Service Providers staff, required at all times, for the period of this TSA. | |
| Service Receiver must implement the necessary hardware and have the appropriate support personnel in place. | |
| Service Provider must complete the in-process ePrism enhancements and projects as specified in Attachment B, prior to the Distribution Date, or as determined by the Joint ePrism Committee. | |
| Service Receiver, on termination of this TSA, must and will remove all versions of the ePrism executable code from the Service Receivers environment, located on online or offline storage. Service Receiver will provide appropriate notification upon removal completion to Service Provider. | |
| Service Provider, on termination of this TSA, must and will remove all versions and copies of the Service Receivers versions of the ePrism executable code, data and rule information, located online or offline storage. Service Provider will provide appropriate notification upon removal completion to the Service Receiver. | |
| Security and access controls will be maintained as set forth in the Master Services Agreement. |
5
Location | Low | Medium | High | |||||||||
USA |
$ | 75 | $ | 100 | $ | 125 | ||||||
Greece |
$ | 35 | $ | 46 | $ | 58 | ||||||
Mexico |
$ | 19 | $ | 25 | $ | 31 | ||||||
Sweden |
$ | 75 | $ | 100 | $ | 125 |
6
1. | Building Services |
a. | Waste Water Products |
b. | Water Supply |
2. | Vertical Turbine Products |
a. | All Vertical Turbine Products for Water and Industrial Applications |
7
8
Name | Title | Phone | ||||
Kevin Loucks ITT Corporation |
Manager, Transition Management Office |
kevin.loucks@itt.com | ||||
Eva Jakubowska Xylem Inc. |
RCW IT Director | eva.jakubowska@itt.com |
1
Minimum Service | ||||||||||||
BAU Transaction | Period | |||||||||||
Service # | Service Name | Description of Service | Volume | (in mo.) | Service Charge | |||||||
Provide hosting and ongoing application support for ERP-LX and Tango (Sarbanes-Oxley Auditing) for Baroda, India and the Hong Kong Trading Company: | ||||||||||||
Access to
ERP-LX &Tango
Applications
Service Provider will
provide access to the
application for
authorized service
receiver users per
the security
guidelines outlined
in the Master
Services Agreement.
Service Provider will
create new
application and
database users
pre-approved by
Service Recipient,
maintain application
and database
passwords, maintain
application and
database security to
meet security and
controls guidelines
identified in Master
Services Agreement,
as well as monitor
and restrict
unauthorized access
to source code and
data. Service
Provider will
maintain production
batch schedule,
execute batch jobs,
assess impact of
failed batch jobs,
and adjust schedule
to account for batch
job failures and
delays. Service
Provider will execute
web server and
application server
configuration
changes; and monitor
and maintain
application
administration. |
||||||||||||
IT-ERP- LX & Tango India -01 |
ERP-LX & Tango Application Support Services |
ERP-LX &Tango
Support & Maintenance
Service Provider
will monitor incident
resolution requests,
and recommend and
implement incident
resolution per the
SLA outlined in the
Service Level section
of this agreement.
Service Provider will
identify and
communicate breaks in
application
discovered by
automated or
monitoring system,
develop solution and
approach to address
break in application,
and implement fixes
to resolve break in
application. |
38 ERP-LX named users |
3 | Cost plus 2% 10% | |||||||
ERP-LX &
Tango Database
Support Service
Provider will trouble
shoot database
related incidents,
maintain database
schema if necessary,
bounce databases as
required, perform
data cleanup
activities as needed,
monitor and provide
support for all
database issues in
test/dev
environments, archive
and truncate database
tables as required,
compact databases as
required, backup,
compress, and delete
old log files as
needed, and conduct
scheduled maintenance
activities. |
||||||||||||
ERP-LX &
Tango Hosting
Services Service
Provider will provide
hosting for ERP-LX
environment from
Seneca Falls Data
Center (SFDC).
|
2
Scenario | One-Time Setup Fees | Monthly Fees | ||
Service Volume within
BAU [Note: BAU
already includes +/-
10% of
pre-distribution date
volumes]
|
No incremental one-time fees when Service Receiver utilizes services and structure as-is with no changes under this agreement | Steady-State fee structure for requisite service as documented below | ||
Service Volume greater or less than BAU |
Service Provider will develop a commercially reasonable quote for acceptance by the Service Receiver provided the Service Receiver utilizes services and structure as-is with no significant changes under this agreement | Service Provider will develop a commercially reasonable quote for acceptance by the Service Receiver incremental to the base service costs documented below for the requisite service |
3
Service # | Service Name | Description of Service | Service Charge ($/hour) | |||
Service Provider will make commercially reasonable efforts to assist Service Receiver in exiting of this agreement. These efforts include: | ||||||
Support of
data extraction
requests from the
Service Receiver |
||||||
IT-ERP- LX & Tango India -02 |
ERP-LX & Tango Application Migration |
Providing
Subject Matter
Expertise in helping
the Service Receiver
understand current
state data schema and
configuration details
|
Time and Materials Based on Additional Pricing Section | |||
Service Provider will provide the following knowledge transfer services: | ||||||
IT-ERP- LX & Tango India -03 |
ERP-LX & Tango Application Knowledge Transfer |
Existing
non-sensitive
documentation
maintained by the
Service Provider will
be given to the
Service Receiver as
it relates to the
ERP-LX and Tango
applications and
related interfaces
|
Time and Materials Based on Additional Pricing Section |
4
| Service Receiver will maintain the applications and interfaces documented in Attachment A. | ||
| If Service Receiver provides inaccurate information to Service Provider, it will be the responsibility of the Service Receiver to rectify any problems and bear any costs incurred to rectify the issue. | ||
| Service Receiver must have eLogia System active and maintained for the duration this agreement is in effect. | ||
| Security and access controls will be maintained as set forth in the Master Services Agreement. |
5
Location | Low | Medium | High | |||||||||
USA |
$ | 75 | $ | 100 | $ | 125 | ||||||
Greece |
$ | 35 | $ | 46 | $ | 58 | ||||||
Mexico |
$ | 19 | $ | 25 | $ | 31 | ||||||
Sweden |
$ | 75 | $ | 100 | $ | 125 |
6
Interface Name | Program Name | Business Purpose | Owner | Source | Destination | Frequency | ||||||
eLogia
|
ORDZ761C | Perform product configuration |
Water Co. | Wintel Emmaboda | iSeries Emmaboda | Continuous | ||||||
ePrism
|
ORD789 | Perform product configuration |
ITT Co. | Wintel ITT Co. | iSeries Emmaboda | Continuous | ||||||
Supplier Portal
|
PUR500 | Issue Purchase Orders via a Portal |
Water Co. | Wintel Emmaboda | iSeries Emmaboda | Continuous | ||||||
Supplier Portal
|
PUR500 | Issue Purchase Orders via a Portal |
Water Co. | iSeries Emmaboda | Wintel Emmaboda | Continuous | ||||||
7
Severity | Description | Resolution | ||
Urgent
|
Service Receiver is unable to enter orders or ship product. No work around is available for the issue. | Service Provider will provide a work around or permanent solution within four (4) hours for 95% of these incidents. | ||
High
|
Service Receiver is able to enter orders and ship product, but in a degraded mode and productivity is seriously impacted. | Service Provider will provide a work around or permanent solution within two (2) working days for 95% of these incidents. | ||
Medium
|
Service Receiver is able to function normally with minor impact from problem. | Service Provider will provide a permanent solution within five (5) working days for 95% of these incidents. | ||
Low
|
Service Receiver is able to function normally. Issue is an inconvenience. | Service Provider will provide a permanent solution within 30 working days for 95% of these issues. |
8
Name | Title | Phone | ||||
Ken Gill ITT Corporation |
Manager , Web, Social Media & Collaboration Solutions |
ken.gill@itt.com | ||||
Beth Davidovich Xylem Inc. |
Director, Corporate IT & Collaboration COE |
beth.davidovich@itt.com |
1
Minimum Service | ||||||||||
Period | ||||||||||
Service # | Service Name | Description of Service | Transaction Volume | (in mo.) | Service Charge | |||||
Provide hosting and ongoing myITT.com application support: | ||||||||||
Access to
myITT.com Application
Service Provider
will use help desk
tickets from Service
Receiver and provide
access to myITT.com
application for an
unlimited number of
authorized Service
Receiver users per
the security
guidelines outlined
in the Master
Services Agreement.
One business day is
required to respond
to the ticket after
receiving the
request. |
||||||||||
IT- myITT.com
Portal-01
|
myITT.com Maintenance Support Services | myITT.com
Support & Maintenance
Service Provider
will use help desk
tickets from Service
Receiver to support
closing the help
ticket within 1
business day of
request. Service
Provider will monitor
incident resolution
requests, and
recommend and
implement incident
resolution per the
SLA outlined in the
Service Level section
of this agreement.
Service Provider will
identify and
communicate breaks in
application
discovered by
automated or
monitoring system,
develop solution and
approach to address
break in application,
and implement fixes
to resolve break in
application.
|
40calls/month | 3 | Cost plus 2% - 10% |
| Creating new sites (on myITT.com) | |
| Updating functionality in existing sites | |
| Updating functionality or providing support on sites migrated to Connect beyond initial functionally ported over from myITT.com |
2
Scenario | One-Time Setup Fees | Monthly Fees | ||
Service Volume within
BAU [Note: BAU
already includes +/-
10% of
pre-distribution date
volumes]
|
No incremental one-time fees when Service Receiver utilizes services and structure as-is with no changes under this agreement | Steady-State fee structure for requisite service as documented in this agreement | ||
Service Volume greater or less than BAU |
Service Provider will develop a commercially reasonable quote for acceptance by the Service Receiver provided the Service Receiver utilizes services and structure as-is with no significant changes under this agreement | Service Provider will develop a commercially reasonable quote for acceptance by the Service Receiver incremental to the base service costs documented below for the requisite service |
Service # | Service Name | Description of Service | Service Charge ($/hour) | |||
Service Provider will make commercially reasonable efforts to assist Service Receiver in exiting of this agreement. These efforts include: | ||||||
Support of
data extraction
requests from the
Service Receiver or
third parties
authorized to act on
behalf of the Service
Receiver |
||||||
IT- myITT.com
Portal-02 |
myITT.com Migration |
Providing
Subject Matter
Expertise in helping
the Service Receiver
understand current
state business
processes, functional
data mapping, and
impacts of design
decisions
|
Time and Materials Based on Additional Pricing Section | |||
Service
Provider will support
Service Receiver or
third parties
authorized to act on
behalf of Service
Receiver in project
managing the
myITT.com site
migration |
||||||
Service Provider will provide the following knowledge transfer services: | ||||||
IT- myITT.com
Portal-03 |
myITT.com Knowledge Transfer | Existing
non-sensitive
documentation
maintained by the
Service Provider will
be given to the
Service Receiver as
it relates to myITT
services
|
Time and Materials Based on Additional Pricing Section |
3
| Service Receiver will maintain site, content and applications within the Oracle Webcenter Interaction Suite (formerly Plumtree) and interfaces to AD domains. | ||
| Service Receiver, in a separate independent agreement, must have project management, migration architect, developer etc. services active with Avanade for the period of time to complete the migration project. | ||
| Service Receiver will use its resources to support migration services for data clean up, testing and cleaning in a timely manner. | ||
| If Service Receiver sends inaccurate data to Service Provider it will be the responsibility of the Service Receiver to rectify any problems and bear any costs incurred to rectify the issue. |
4
| Security and access controls will be maintained as set forth in the Master Services Agreement. |
Service Provider will classify incidents at its own discretion. Such classifications shall be consistent with the priorities Service Provider set for itself as a recipient of services. Incidents classified using this methodology will be triaged as documented in Attachment A. |
Location | Low | Medium | High | |||||||||
USA |
$ | 75 | $ | 100 | $ | 125 | ||||||
Greece |
$ | 35 | $ | 46 | $ | 58 | ||||||
Mexico |
$ | 19 | $ | 25 | $ | 31 | ||||||
Sweden |
$ | 75 | $ | 100 | $ | 125 |
5
Scenario | Response Time | Description | ||
Non-Critical Remedy
ticket assignment on
Weekdays during Business
hours
|
3 Hrs. | Ticket will be picked-up or assigned to one of the team members within 3 hrs. | ||
Critical Remedy ticket
assignment on Weekdays
during Business hours
|
1 Hr. | Ticket will be picked-up or assigned to one of the team members within 1 hr. | ||
Non-Critical Remedy
ticket assignment on
Weekdays during
off-hours
|
Next Business Day | Ticket will be picked-up or assigned to one of the team members on Next Business Day | ||
Critical Remedy ticket
assignment on Weekdays
during off-hours
|
2 Hr. | Ticket will be picked-up or assigned to one of the team members within 2 hr. | ||
Non-Critical Remedy
ticket assignment on
Weekends and Holidays
|
Next Business Day | Ticket will be picked-up or assigned to one of the team members on Next Business Day | ||
Critical Remedy ticket
assignment on Weekends
and Holidays
|
2 Hr. | Ticket will be picked-up or assigned to one of the team members within 2 hr. |
Note: | ||
1. | Business hours are 8:00 am 5:00 pm ET | |
2. | Critical Incident The portal is completely down or inaccessible | |
3. | Non-Critical Incident All incidents which are not classified as critical as defined in this agreement |
6
Name | Title | Phone | ||||
Tom Restaino ITT Corporation |
Director, Information Technology Financial Shared Services | tom.restaino@ittcorp.com | ||||
Eva Jakubowska
Xylem Inc.
|
RCW IT Director | eva.jakubowska@itt.com |
1
Minimum Service | ||||||||||||
BAU Transaction | Period | |||||||||||
Service # | Service Name | Description of Service | Volume | (in mo.) | Service Charge | |||||||
Provide application support services for P2P Delivery Environment, which consists of SAP, Vendor Portal, Taxware, OpenText, and Interface Infrastructure MQ and XI (MQ support is only on Providers MQ): | ||||||||||||
Access to P2P
Delivery Environment
Service Provider
will provide access
to applications
through user request
form(s) submitted by
Service Receiver via
Service Provider P2P
Help Desk tickets for
authorized service
receiver users.
Service Provider will
maintain and reset
SAP user passwords
and application
security through
Provider P2P Help
Desk requests. ,
Service Provider will
monitor and restrict
unauthorized access
to source code and
data. User
add/update/delete
requests will be
completed within
three (3) business
days of receipt of
complete, approved
form. |
||||||||||||
IT-P2P-01
|
P2P Delivery Environment Application Support Services |
P2P Delivery
Environment Support &
Maintenance
Service Provider will
monitor incident
resolution requests;
and recommend and
implement incident
resolution. Service
Provider will
identify and
communicate breaks in
application, develop
solution to address
break, and implement
fixes to resolve
break. Service
Provide reserves the
right to charge time
and material for a
Service Receiver
initiated break which
requires greater than
8 hours to resolve.
Service Provider will
maintain production
batch schedule,
assess impact of
failed batch jobs,
and adjust schedule
to account for batch
job failures and
delays. Service
Provider will execute
web server and
application server
configuration
changes; and monitor
and maintain
application
administration.
Service Provider will
provide SAP Basis
support, development
support for the P2P
Delivery Environment,
and configuration
management in support
of business as usual
activities (excludes
enhancement requests
by Service Receiver).
Requests for support
and maintenance will
be submitted and
tracked via Service
Provider Help Desk
ticket. |
219 SAP Users 122,741 Invoice Postings per Year 64,008 New Purchase Orders Created per Year |
18 | Cost plus 2% - 10% | |||||||
Service Provider will
publish scheduled
down time which will
allow for normal
maintenance of the
P2P environment
including operating
system upgrades;
database maintenance,
and other tasks
required in order to
keep environment
running efficiently.
Ad-Hoc down time will
be communicated to
Service Receiver with
72 hours advance
notice where
possible. |
||||||||||||
P2P Delivery
Environment Testing
Support Support of
Receiver requested
testing cycles are
included in services
during the TSA with
the following
exceptions to be
treated as
supplemental services
and charged via Time
and Materials Based
on Additional Pricing
Section: |
2
Minimum Service | ||||||||||||
BAU Transaction | Period | |||||||||||
Service # | Service Name | Description of Service | Volume | (in mo.) | Service Charge | |||||||
Testing requiring a
client refresh more
than twice a year.
|
||||||||||||
Testing requiring
run and verification
of a full month-end
close where Provider
and Receiver arent
in consensus that the
change has an impact
to month-end close. |
||||||||||||
SAP Shared
Services Application
Master Programs,
Tables and Data
Maintenance The
Service Provider
reserves the right to
be the sole owner and
administrator of
Master Programs,
Tables, Data, and
Application Security
and Access controls
will as necessary get
joint approval from
all Service Receivers
for those proposed
changes that will
impact another
Service Receiver. |
||||||||||||
In addition, the
Provider will provide
the following
services: Complete
SAP Month End jobs
and reports to
support postings
(Vendor Banking
Approvals).
|
Scenario | One-Time Setup Fees | Monthly Fees | ||
Service Volume within
BAU [Note: BAU
already includes +/-
10% of
pre-distribution date
volumes]
|
No incremental one-time fees when Service Receiver utilizes services and structure as-is with no changes under this agreement | Steady-State fee structure for requisite service as documented below | ||
Service Volume
greater or less than
BAU
|
Service Provider will develop a commercially reasonable quote for acceptance by the Service Receiver provided the Service Receiver utilizes services and structure as-is with no significant changes under this agreement | Service Provider will develop a commercially reasonable quote for acceptance by the Service Receiver incremental to the base service costs documented below for the requisite service |
3
Service # | Service Name | Description of Service | Service Charge ($/hour) | |||
Service Provider will make commercially reasonable efforts to assist Service Receiver in exiting of this agreement. These efforts include: | ||||||
Support of
data extraction
requests from the
Service Receiver |
||||||
IT-P2P-02
|
P2P Delivery Environment Migration |
Providing
Subject Matter
Expertise in helping
the Service Receiver
understand current
state data schema and
configuration details
|
Time and Materials Based on Additional Pricing Section | |||
Service Provider will provide the following knowledge transfer services: | ||||||
IT-P2P-03
|
P2P Delivery Environment Knowledge Transfer |
Existing
non-sensitive
documentation
maintained by the
Service Provider will
be given to the
Service Receiver as
it relates to the P2P
Delivery Environment
and related
interfaces
|
Time and Materials Based on Additional Pricing Section |
4
| Service Receiver will maintain the interfaces documented in Attachment A. | |
| If Service Receiver, or the Service Receivers Supplier(s), provides inaccurate information to Service Provider, it will be the responsibility of the Service Receiver to rectify any problems and bear any costs incurred to rectify the issue. | |
| Service Receiver must have one of following the ERP systems active and maintained along with associated interfaces for the duration this agreement is in effect: Business Planning and Control System (BPCS), and PRMS. | |
| Service Receiver must have MQ Series active and maintained for the duration this agreement is in effect. | |
| Service Receiver must submit requests, into the Service Providers P2P Help Desk system. | |
| Service Receiver will support testing as required for changes implemented by Service Provider. | |
| Security and access controls will be maintained as set forth in the Master Services Agreement. |
5
Service Provider will classify incidents at its own discretion. Such classifications shall be consistent with the priorities Service Provider set for itself as a recipient of services. |
The P2P Delivery Environment scheduled downtime will be Mondays and Tuesdays from 10:00 PM to 3:30 AM ET and Sundays from 1:00 AM to 8:00 AM ET. |
Location | Low | Medium | High | |||||||||
USA |
$ | 75 | $ | 100 | $ | 125 | ||||||
Greece |
$ | 35 | $ | 46 | $ | 58 | ||||||
Mexico |
$ | 19 | $ | 25 | $ | 31 | ||||||
Sweden |
$ | 75 | $ | 100 | $ | 125 |
6
Interface Name | Business Purpose | Source | Destination | Frequency | ||||
Vendor
|
Central Vendor Master Maintenance | Service Provider | Service Receiver | Real-time | ||||
Purchase Order
|
Purchase Order add, change, delete | Service Receiver | Service Provider | Real-time | ||||
Receipts
|
Receipt posting and reversals | Service Receiver | Service Provider | Real-time | ||||
Invoice Posting
|
Invoice posting and reversals | Service Provider | Service Receiver | Real-time | ||||
Invoice Payment
|
Payment posting and reversals | Service Provider | Service Receiver | Real-time | ||||
Month End Reconciliation: | ||||||||
ME_APRECLS
|
ME A/P trade reclass | Service Provider | Service Receiver | Month End | ||||
ME_FCREVAL
|
ME Foreign Currency revaluation | Service Provider | Service Receiver | Month End | ||||
ME_HCR
|
ME Headquarter cash reclearing | Service Provider | Service Receiver | Month End | ||||
ME_ICRECFX
|
MW Intercompany FX reclass | Service Provider | Service Receiver | Month End | ||||
ME_ICRECLS
|
ME Intercompany Payables reclass | Service Provider | Service Receiver | Month End | ||||
ME_OCR
|
ME Uncleared Cash reclass | Service Provider | Service Receiver | Month End | ||||
ME_SMLDIFF
|
ME Small Difference balancing | Service Provider | Service Receiver | Month End | ||||
ME_SSF
|
ME Shared Service Fee - 2PP | Service Provider | Service Receiver | Month End | ||||
ME_SSFEBUY
|
ME Shared Service Fee eBuyITT | Service Provider | Service Receiver | Month End | ||||
ME_TAXRCLS
|
ME Sales & Use tax reclass (for self-assessed tax) | Service Provider | Service Receiver | Month End | ||||
ME_VDPFX
|
MW Vendor down payment | Service Provider | Service Receiver | Month End |
7
Name | Title | Phone | ||||
PRMS Shared Services |
||||||
Tom Restaino ITT Corporation |
Director, Information Technology Financial Shared Services |
tom.restaino@ittcorp.com | ||||
Shashank Patel Xylem Inc. |
RCW Controller | shashank.patel@itt.com | ||||
PRMS ERP Services |
||||||
Kevin Loucks ITT Corporation |
Manager, Transition Management Office |
kevin.loucks@itt.com | ||||
Eva Jakubowska
Xylem Inc.
|
RCW IT Director | eva.jakubowska@itt.com |
1
Minimum Service | ||||||||||||
BAU Transaction | Period | |||||||||||
Service # | Service Name | Description of Service | Volume | (in mo.) | Service Charge | |||||||
Provide PRMS Shared Services Application Support services e.g., Customer Master, Accounts Receivable (AR), General Ledger (GL), Cash Application, and Order Release: | ||||||||||||
IT-PRMS-01
|
PRMS Shared Services Application Support Services |
Access to PRMS Shared Services Application
Service Provider will provide access to
application for authorized Service Receiver per the
security guidelines outlined in the Master Services
Agreement. Service Provider will receive the PRMS
Shared Services Application User Access forms and
menu sets from Service Receiver to update menu sets
and user profiles; Service Provider will provide
periodic SOX access reports to allow Service
Receiver to conduct internal SOX user access
compliance certifications. Service Provider will
create new application and database users
pre-approved by Service Recipient, maintain
application and database passwords, maintain
application and database security to meet security
and controls guidelines identified in Master
Services Agreement, as well as monitor and restrict
unauthorized access to source code and data.
Security access will need a five day lead time, and
the SOX access reports will be performed no more
than twice a year. |
15 new or modified Users per Month |
18 | Cost plus 2% - 10% | |||||||
Access to PRMS Shared Services AutoClear
Service Provider will provide access to application
for authorized Service Receiver per the security
guidelines outlined in the Master Services
Agreement. Service Provider will use the PRMS Shared
Services AutoClear user access forms and menu sets
from Service Receiver to update menu sets and user
profiles; Service Provider will provide periodic SOX
access reports to allow Service Receiver to conduct
internal SOX user access compliance certifications.
Service Provider will create new application and
database users pre-approved by Service Recipient,
maintain application and database passwords,
maintain application and database security to meet
security and controls guidelines identified in
Master Services Agreement, as well as monitor and
restrict unauthorized access to source code and
data. Security access will need a five day lead
time, and the SOX access reports will be performed
no more than twice a year.
|
2
Minimum Service | ||||||||||||
BAU Transaction | Period | |||||||||||
Service # | Service Name | Description of Service | Volume | (in mo.) | Service Charge | |||||||
PRMS Shared Services Application Support &
Maintenance Service Provider will monitor Help
Desk incident resolution requests from the Service
Receiver, and recommend and implement incident
resolution per the SLA outlined in the Service Level
section of this agreement. Service Provider will
receive Help Desk ticket from Service Receiver to
update applications and ensure regulatory and
security compliance. Service Provider will identify
and communicate breaks in application discovered by
automated or monitoring system, develop solution and
approach to address break in application, and
implement fixes to resolve break in application.
Service Provider will maintain production batch
schedule, execute batch jobs, assess impact of
failed batch jobs, and adjust schedule to account
for batch job failures and delays. Service Provider
will execute web server and application server
configuration changes, monitor and maintain
application administration Robot and CL programs. |
||||||||||||
PRMS Shared Services Application Master
Programs, Tables and Data Maintenance The Service
Provider reserves the right to be the sole owner and
modifier of PRMS Master Programs, Tables and Data.
The Service Provider on receiving a Help Desk Master
Data change ticket form from the Service Receiver
will as necessary get joint approval from all
Service Receivers for those proposed changes that
will impact another Service Receiver, and then
maintain the PRMS Master Programs, Tables and Data
appropriately. |
||||||||||||
PRMS Shared Services Database Support
Service Providers IT staff and data center will
monitor incident resolution requests, and recommend
and implement incident resolution per the SLA
outlined in the Service Level section of this
agreement. Service Provider will identify and
communicate breaks in application discovered by
automated or monitoring system, develop solution and
approach to address break in application, and
implement fixes to resolve break in application. |
||||||||||||
PRMS Shared Service Application Capacity
Management The Service Provider will monitor the
environment and make recommendations for capacity
changes to the Service Receiver as necessary. |
||||||||||||
IT-PRMS-02
|
PRMS ERP Application Support Services |
Provide PRMS ERP Support services e.g. Materials Resource Planning (MRP), Enterprise Resource Planning (ERP), Order Processing and Invoicing, Debit and Credit Memo, Inventory, Forecasting, Purchasing and Receiving, Costing and Shipping and Manufacturing Operations: |
3
Minimum Service | ||||||||||||
BAU Transaction | Period | |||||||||||
Service # | Service Name | Description of Service | Volume | (in mo.) | Service Charge | |||||||
Access to PRMS ERP Application Service
Provider will provide access to application for
authorized Service Receiver per the security
guidelines outlined in the Master Services
Agreement. Service Provider will use the PRMS Shared
Services Application user access forms and menu sets
from Service Receiver to update menu sets and user
profiles; Service Provider will provide periodic SOX
access reports to allow Service Receiver to conduct
internal SOX user access compliance certifications.
Service Provider will create new application and
database users pre-approved by Service Recipient,
maintain application and database passwords,
maintain application and database security to meet
security and controls guidelines identified in
Master Services Agreement, as well as monitor and
restrict unauthorized access to source code and
data. Security access will need a five day lead
time, and the SOX access reports will be performed
no more than twice a year.
|
25 new or modified Users per Month |
9 | Cost plus 2% - 10% | |||||||||
PRMS ERP Support & Maintenance Service
Provider will monitor Help Desk incident resolution
requests from the Service Receiver, and recommend
and implement incident resolution per the SLA
outlined in the Service Level section of this
agreement. Service Provider will address all things
other than Applications incidents, identify and
communicate breaks in application discovered by
automated or monitoring system, develop solution and
approach to address break in application, and
implement fixes to resolve break in application.
Service Provider will maintain production batch
schedule, execute batch jobs, notification of failed
batch jobs, and adjust schedule to account for batch
job failures and delays. Service Provider will
execute web server and application server
configuration changes, monitor and maintain
application administration Robot and CL programs.
|
||||||||||||
The Service Provider after receiving Help Desk
production control requests and tested objects from
the Service Receiver will move the tested objects
into the PRMS ERP production environment. Should
the object fail in the process of being moved into
production, the Service Provider will work with the
Service Receiver to triage and troubleshoot the
issues, and move the corrected objects into the PRMS
ERP production environment. |
4
Minimum Service | ||||||||||||
BAU Transaction | Period | |||||||||||
Service # | Service Name | Description of Service | Volume | (in mo.) | Service Charge | |||||||
PRMS ERP Operating System and Database
Support Service Provider will monitor incident
resolution requests, and recommend and implement
incident resolution per the SLA outlined in the
Service Level section of this agreement. Service
Provider will identify and communicate breaks in OS
discovered by automated or monitoring system,
develop solution and approach to address break in
OS, and implement fixes to resolve break in OS. The
Service Provider on receiving Help Desk service
requests from the Service Receiver will perform the
following: |
||||||||||||
Create, add files to and Manage Journals | ||||||||||||
Perform program and database backups | ||||||||||||
Perform program and database restores | ||||||||||||
Reorganize Files | ||||||||||||
Create and add to Data Mirrors | ||||||||||||
PRMS ERP Capacity Management The Service
Provider will monitor the environment and make
recommendations for capacity changes to the Service
Receiver as necessary. |
Scenario | One-Time Setup Fees | Monthly Fees | ||
Service Volume within
BAU [Note: BAU
already includes +/-
10% of
pre-distribution date
volumes]
|
No incremental one-time fees when Service Receiver utilizes services and structure as-is with no changes under this agreement | Steady-State fee structure for requisite service as documented below | ||
Service Volume greater or less than BAU
|
Service Provider will develop a commercially reasonable quote for acceptance by the Service Receiver provided the Service Receiver utilizes services and structure as-is with no significant changes under this agreement | Service Provider will develop a commercially reasonable quote for acceptance by the Service Receiver incremental to the base service costs documented below for the requisite service |
5
Service # | Service Name | Description of Service | Service Charge ($/hour) | ||||
Service Provider will make commercially reasonable efforts to assist Service Receiver in exiting of this agreement. These efforts include: | |||||||
Support of
data extraction
requests from the
Service Receiver |
|||||||
IT-PRMS-03
|
PRMS Application Migration |
Providing
Subject Matter
Expertise in helping
the Service Receiver
understand current
state data schema and
configuration details
|
Time and Materials Based on Additional Pricing Section | ||||
Service Provider will provide the following knowledge transfer services: | |||||||
IT-PRMS-04
|
PRMS Application Knowledge Transfer |
Existing
non-sensitive
documentation
maintained by the
Service Provider will
be given to the
Service Receiver as
it relates to the
PRMS Shared Services
Application and
related interfaces
|
Time and Materials Based on Additional Pricing Section |
6
| Service Receiver will for the period of this TSA, maintain and have active the applications and interfaces documented in Attachment A. |
| If Service Receiver, or the Service Receivers Supplier(s), sends inaccurate information to Service Provider, it will be the responsibility of the Service Receiver to rectify any problems and bear any costs incurred to rectify the issue. |
| Service Receiver must have bank accounts in place prior to the Distribution Date. Changes or new bank accounts must be communicated to Service Provider and completed on a time and materials basis. |
| Service Receiver must have DDM, FTP, GetPaid and Custom.net Applications active and maintained for the duration this agreement is in effect. |
| Security and access controls will be maintained as set forth in the Master Services Agreement. |
| Service Receiver, in a separate and independent agreement, must have Websphere MQ systems active and maintained with the correct interfaces and data feeds to the Supplier Portal by the Service Receiver for the period of time in which this agreement is in effect. |
| Service Receiver must have Elogia, system active and maintained for the duration this agreement is in effect. |
| Service Receiver must have Electronic Data Interchange (EDI) active and maintained during the period in which this agreement is in effect. |
7
Location | Low | Medium | High | |||||||||
USA |
$ | 75 | $ | 100 | $ | 125 | ||||||
Greece |
$ | 35 | $ | 46 | $ | 58 | ||||||
Mexico |
$ | 19 | $ | 25 | $ | 31 | ||||||
Sweden |
$ | 75 | $ | 100 | $ | 125 |
8
Interface Name | Business Purpose | Source | Destination | Frequency | ||||
Credit Held Orders
|
Credit held orders for review and release (approval) by FSS | VC ERP System(s) | PRMS Shared Services Application |
Real-Time | ||||
Order Value Synchronization |
Weekly open order value synchronization with VCs to re-compute credit values | VC ERP System(s) | PRMS Shared Services Application |
Real-Time Weekly |
||||
Invoices
|
Invoice posting and reversals | VC ERP System(s) | PRMS Shared Services Application |
Daily | ||||
Customer
|
Central customer master administration | PRMS Shared Services Application |
VC ERP System(s) | Real-Time | ||||
Credit Values
|
Central credit administration (gross$, open orders, net available$) | PRMS Shared Services Application | VC ERP System(s) | Real-Time | ||||
Credit Held Orders
Released
|
Release (approval) to ship previously credit held order | PRMS Shared Services Application | VC ERP System(s) | Real-Time |
9
COST & SERVICE METRICS | TARGET PERFORMANCE | |
System Availability Percentage of hours the Seneca
Falls (SFDC) administered AS/400 processors were available
during production workdays for both batch and interactive
utilization, Monday through Saturday, 24 hours per day.
|
99.90% | |
Interactive Service Availability Percentage of hours
the Seneca Falls (SFDC) administered AS/400 processors were
available during production workdays for interactive
utilization; Monday through Friday ( 20 hours per day ) and
Saturday ( 14 hours per day ).
|
99.90% | |
85.0% < Day | ||
90.0% < Days | ||
95.0% < Days | ||
iSeries Service Requests 1) Running Robot Jobs 2) Requesting a Restore 3) Running Batch Jobs 4) Requesting a File Copy 5) Printing/ Re-Printing Reports 6) Permission to use EZVIEW and Query Commands 7) Requesting a Back Up 8) New printer configurations |
Service Commitment: Service requests are processed Monday through Friday between the hours of 6:00 AM to 9:00 PM (EST). Response Time is measured from the time the request is received and logged in at the Seneca Falls Data Center (SFDC). Turn around for ROBOT jobs is 2 weeks. No production changes will be made from the Wednesday before M/E until M/E processing is complete. No production changes will be made in December. | |
98.0% < Days | ||
99.0% < Days | ||
100.0% < Days | ||
iSeries User Profile Requests 1) Create new user accounts or 2) Change a current user account or 3) Deactivate a user account on the Seneca Falls AS/400s. |
Service Commitment: Service requests are processed Monday through Friday between the hours of 6:00 AM to 9:00 PM (EST). Response Time is measured from the time the request is received and logged in at the Seneca Falls Data Center (SFDC). Turn around time for user profiles is 3 business days |
10
Jean Lindsley | ||||||
Datacenter Services, | ||||||
Name | Chief of Technology | Supervisor Name | TBD | |||
Telephone Number
|
Telephone Number | |||||
Email Address
|
jean.lindsley@itt.com | Email Address | ||||
Customer Info Link |
11
Name | Title | Phone | ||||
Karla Viglasky ITT Corporation |
Chief Information Officer | karla.viglasky@itt.com | ||||
Peter Olive Xylem Inc. |
Chief Information Officer | peter.olive@itt.com |
1
Minimum | |||||||||||||
BAU | Service | ||||||||||||
Service | Transaction | Period | Service | ||||||||||
Service # | Name | Description of Service | Volume | (in mo.) | Charge | ||||||||
Provide Post Spin Hypercare support services: | |||||||||||||
Facility Shutdown Services Service Provider will provide Service Receiver with Facility Shutdown services that include: | |||||||||||||
Disposition of network and computer assets |
|||||||||||||
Disposition of furniture and miscellaneous
equipment; boxing of HR files, ITT logo, posters, etc. |
|||||||||||||
Maintain working environment for remaining
employees |
|||||||||||||
Control the activation and deactivation of
access cards |
|||||||||||||
Close all third party contracts with vendors,
such as food, vending machines, cable, printers,
cleaning, etc. |
|||||||||||||
Program Shutdown Services Service Provider will provide Service Receiver with Program Shutdown services that include: | |||||||||||||
IT-Hypercare-01
|
Hypercare Support Services |
Crisis management for final cutover, to ensure
all projects go live on spin date
|
3 * | Cost plus 2% - 10% | |||||||||
Command center support and ramp down |
|||||||||||||
Access to TPMO and IT-SS Connect sites through
ITT Co. Active Directory and VPN accounts for up to 20
people |
|||||||||||||
Financial Support Services Service Provider will provide Service Receiver with financial support services that include: | |||||||||||||
Purchase Order (invoice payment) and Contract
management for suppliers assisting with separation
|
|||||||||||||
Miscellaneous Support Services Service Provider will
provide Service Receiver with supplemental and
miscellaneous project support services that include: |
|||||||||||||
Project management, strategy development,
infrastructure consulting, etc. Prioritization and
resource allocation for these services will be jointly
agreed to by CIOs. |
|||||||||||||
All requests for support will be directed to and coordinated through Cindy Hoots. |
* | TSA duration will end on 12/31/2011 regardless of actual spin-date. | |
** | Costs represent salary expense (no retention or severance) and additional facility charges for the Hanover location. |
2
| Security and access controls will be maintained as set forth in the Master Services Agreement. | ||
| Travel and expenses will be paid by the requesting organization. |
3
Name | Title | Phone | ||||
Service Provider Aracili Europa Service Recipient Anna Guerrero |
Controller IP Mexico Bombas Goulds de Mèxico, S. de R.L. de C.V Controller, WWW Mexico ITT Water Technology Mexico, S. de R.L. de C.V. |
|
Araceli.europa@ittcorp.net Anna.Guerrero@fluidtechnology.net |
1. | Service Provider Bombas Goulds de Mèxico , S. de R.L. de C.V | |
2. | Service Recipient ITT Water Technology Mexico, S. de R.L. de C.V. |
1. | Finance & Accounting Services | |
2. | Payroll Services | |
3. | Accounts Payables Services | |
4. | Billing and Accounts Receivables Services | |
5. | Cost Accounting Services |
1. | Minimum Service Period 9 months Commencing on the Distribution Date | |
2. | The Monthly Costs are set forth below under Pricing & Payment Terms. The Service Recipient and Service Provider agree that, except as set forth in this Services TSA Schedule for Mexico (this TSA) no additional 2%, 10% or 4.5% increase in such pricing should be applied as set forth in Section 2 of the Agreement. | |
3. | Service Recipient shall have the option to renew at 1.10 times the monthly fixed charge as noted below for an additional 3 months if written notice is provided 60 days prior to the end of the Minimum Service Period. | |
4. | Service Recipient will have the option to terminate this agreement at any time, with no additional make-whole fee as required by Section 11(b) of the Agreement, after the 1st 3 months with 2 months advance written notice to the Service Provider |
J-1
1. | Finance and accounting services |
a. | Maintain general ledger and chart of accounts | ||
b. | Reconcile balance sheet accounts at a minimum of once per quarter | ||
c. | Reconcile Service Recipient legal entity bank accounts a minimum of once a month | ||
d. | Close books and prepare local financial statements monthly on a timely basis |
i. | US GAAP financial statements will be prepared as required by the Mexican Government | ||
ii. | Prepare all required JVs required to close the books on a monthly basis | ||
iii. | File required local statutory financial statements with the authorities in a timely manner | ||
iv. | File required US GAAP financial statements (P&L and Balance Sheet) in both local currency and on a US FAS 52 basis with the Service Recipients parent company by the 1st Monday after the closing date |
e. | Request cash when needed from the Service Recipients parent company in order to support business activities | ||
f. | Analyze cash requirements at a minimum of once per month and allocate funds to bank accounts (vendor invoices / purchase orders, payroll, tax payments, customer receipts, special unusual items) | ||
g. | Perform all bank account related maintenance (signatory changes, relationship management etc) | ||
h. | Prepare, file and pay (provided Service Recipient has made available to Service Provider sufficient funds) all required local statutory tax returns (including but not limited to income tax, sales tax, VAT, GST, payroll related, social security, housing, property taxes). Provide information to Service Recipient tax advisor in this regard. | ||
i. | Prepare and file all required statutory reports with the appropriate governmental authorities on a timely basis | ||
j. | Fixed Asset accounting |
i. | Maintain detailed fixed asset subsidiary ledger and reconcile to general ledger |
k. | Provide required support to Service Recipients internal & external auditors | ||
l. | Provide required support for government audits | ||
m. | Respond to special requests from service recipients legal advisors | ||
n. | Prepare monthly financial forecasts | ||
o. | Prepare annual budget, strategic plan, and operating plan financial statements | ||
p. | Prepare required business review meeting materials on a monthly basis | ||
q. | Respond to Service Recipients ad hoc requests for financial data in a timely manner within reason |
2. | Payroll Services |
a. | Process payroll on a bi weekly basis (provided Service Recipient has made available to Service Provider sufficient funds) | ||
b. | Download employee time clock information | ||
c. | Input employee information obtained from Service Recipients HR function |
i. | New Hires |
ii. | Terminations | ||
iii. | Vacations | ||
iv. | Salary changes | ||
v. | Validate approvals |
d. | Maintain and update payroll related files |
i. | Vacations | ||
ii. | Salary advances | ||
iii. | Child support | ||
iv. | Housing withholdings | ||
v. | Employee savings | ||
vi. | Leaving indemnity |
e. | Provide employees with bank cards | ||
f. | Calculate payroll via payroll software | ||
g. | Review printed payroll reports for accuracy | ||
h. | Make net pay file and submit to bank & validate deposits to employee bank accounts on a timely basis | ||
i. | Print and distribute pay stubs / advices to employees on a timely basis | ||
j. | File copies of pay stubs and file payroll booklet |
3. | Accounts Payable Services |
a. | Process vendor invoices for payment twice per week (provided Service Recipient has made available to Service Provider sufficient funds) | ||
b. | Perform 3 way match in Accounts payable system | ||
c. | Review invoice approvals | ||
d. | Maintain PO balance when partial shipments | ||
e. | Maintain form control over purchase orders (Note: all other purchasing department activities to be performed by the Service Recipient) | ||
f. | Invoice coding to general ledger account | ||
g. | Process vendor check run once per week | ||
h. | Process vendor wire transfers twice per week | ||
i. | Review and process travel expense reports and travel advances twice per week | ||
j. | Process payroll child support withholding payments on a weekly basis | ||
k. | Process employee savings fund withdrawal requests twice per week |
4. | Billing and Accounts Receivables Services |
a. | Generate customer invoices from ERP system on a daily basis | ||
b. | Review invoices for accuracy | ||
c. | Charge taxes (VAT, Sales) as required by law | ||
d. | Update and control customer master file based on information provided by Service Recipient | ||
e. | Recommend customer credit terms. | ||
f. | Maintain accounts receivable subsidiary ledger and reconcile to general ledger | ||
g. | Post billings to accounts receivable ledger on a daily basis | ||
h. | Post cash receipts to open accounts receivable ledger on a timely basis and follow up with customers when unable to identify cash received to open accounts receivables | ||
i. | Follow up as required with customers via telephone and email on past due receivables to ensure cash is collected as quickly as possible | ||
j. | Travel to customers in special circumstances only to facilitate collection of open accounts receivables | ||
k. | Recommend customers be places on credit hold or shipping hold when appropriate. Service Recipient must approve Service Providers recommendation |
l. | Prepare and analyze aged accounts receivables report and review monthly with Service Recipient | ||
m. | Recommend write offs of overdue accounts receivables |
5. | Cost Accounting Services |
a. | Prepare and review all plant inventory and manufacturing variance journal entries on a monthly basis | ||
b. | Reconciliation of perpetual inventory to general ledger | ||
c. | Prepare instructions and oversee annual physical inventory including test count audits | ||
d. | Reconcile physical inventory and record appropriate book to physical adjustment to general ledger | ||
e. | Coordination and oversight of cycle count program | ||
f. | Review of cycle count program adjustments and record adjustments in general ledger | ||
g. | Review and analysis of manufacturing variances on a monthly basis | ||
h. | Review of financial statement inventory balances on a monthly basis with comparison to prior month balances | ||
i. | Establish and substantiate appropriate inventory reserves (Excess and Obsolete, Lower of Cost or Market, Inventory revaluation) | ||
j. | Develop new standard costs once per year in Q4 of each year | ||
k. | Prepare annual cost of production statement for the Mexico Government in Q1-Q2 of each year | ||
l. | Prepare annual transfer price analysis in support of annual statutory audit in Q1-Q2 of each year |
1. | IP facility located at the following address; |
1. | Power of Attorney is granted to the IP Mexico Controller to execute banking transactions, and access RCW IT systems only. If approval is required from Service Recipient in advance of any filing with any governmental agency and approval is not obtained in a timely manner, the Service Recipient, in addition to its waiver of liability as set forth in Section 10 of the Agreement, waives all rights to make any claim for damages resulting from the late filing and agrees to pay and fines or penalties that result from the late filing(s).The Power of Attorney that is granted to the IP Mexico Controller will cease the date that this agreement is terminated | |
2. | Both the Service Provider and the Service Recipient agree to the month end closing dates for the 3 month period of this agreement | |
3. | If US GAAP compliant reporting is required by the Service Recipient, then the Service Recipient agrees to provide the Service Provider with the software to facilitate this reporting and to install the software and train Service Providers employees at Service Recipients cost prior to the commencement date of this agreement | |
4. | After the termination of this agreement, it may be necessary from time to time for the Service Provider, on behalf of the Service Recipient, to respond to inquiries made by government authorities about Service Recipients financial statements and tax filings, including providing support for audits. In this event, the Service Provider will contact the Service Recipient and agree on an appropriate course of action and response. To the extent that Service Providers resources are to be used to respond to the inquiries, the Service Provider will be entitled to invoice the Service Recipient at the following rates per hour provided if assistance is needed under this section after 2012, the parties will renegotiate such rates in good faith; |
a. | Clerical US$20.00 | ||
b. | Professional US$30.00 | ||
c. | Management US$77.00 |
5. | To the extent that the Service Provider is required to terminate any of its employees who are providing services solely to the Service Recipient (and not supporting any other aspect of the Service Providers business) under this agreement at the end of this agreement because of lack of work, the Service Recipient agrees to reimburse the Service Provider for any one time termination costs that are required to be paid as per government regulation or company policy. | |
6. | At the termination of this agreement, the Service Recipient will provide the necessary support at its own expense to transfer data to its own systems. The Service Provider will agree to provide training to the Service Recipients employees on the Service Providers premises or via conference call / web ex prior to the termination of the agreement. The Service Provider will not be required to send any of its employees to any other Service Recipient location. |
7. | Service Recipient is precluded from hiring Service Providers employees that provide the services under this agreement for the duration of this agreement plus for an additional two years after the agreement is terminated. | |
8. | In the event of 3rd party claims against the Service Recipient which are unrelated to this agreement, the Service Recipient agrees to indemnify the Service Provider for any costs that the Service Provider may incur in the event that the 3rd party elects to also claim damages against the Service Provider because of their relationship with the Service Recipient. The Service Recipient also agrees to defend the Service Provider at its sole cost to the extent permitted to do so under Mexican Law |
1. | Service Provider Payments received under the terms of this agreement will be considered taxable income in Mexico | |
2. | Service Recipient Payments made under the terms of this agreement will be tax deductible in Mexico | |
3. | VAT of 15% of the invoice amount will be charged by the service provider to the service recipient |
1. | Service Provider Joanne Scalard 1133 Westchester Ave White Plains, NY 10605 |
|
2. | Service Recipient Dan Kelly 1133 Westchester Avenue White Plains, NY 10605 |
No. | Third Party Provider | Prior Notice Requirement to Terminate Service |
||
None required | See Term and Option above | |||
1. | The monthly fixed charge for all services provided under this TSA will be $13,000 for the 1st 9 months of this agreement Payable in US Dollars | |
2. | Invoices will be prepared monthly and mailed to the service provider via email. | |
3. | There will be no additional backup attached to these invoices | |
4. | The 1st invoice will be dated the Commencement Date | |
5. | Invoice payment terms are net 30 days from invoice date. | |
6. | Subsequent invoices will follow every 30 days | |
7. | Exit costs as well as costs incurred to respond to inquiries by the authorities by the Service Provider on behalf of the Service Recipient will be billed by the Service Provider as soon as practicable with appropriate backup documentation |
Name | Title | Phone | ||||
Service Provider Arnulfo Soto |
Controller ICS Nogales Mexico |
Arnulfo.soto@ittcorp.net | ||||
Service Recipient John Sullivan |
Controller, Flow Control | John.sullivan@fluidtechnology.net. |
1. | Service Provider ITT Cannon de Mexico, S.A. de C.V. |
2. | Service Recipient Jabsco Sociedad de Responsabilidad Limitada de Capital Variable |
1. | Finance & Accounting Services | ||
2. | Payroll Services | ||
3. | Accounts Payables Services | ||
4. | Import / Export Services |
1. | Minimum Service Period 12 months Commencing on the Distribution Date | ||
2. | The Monthly Costs are set forth below under Pricing & Payment Terms. The Service Recipient and Service Provider agree that, except as set forth in this Services TSA Schedule for Nogales (this TSA) no additional 2%, 10% or 4.5% increase in such pricing should be applied as set forth in Section 2(a) of the Agreement. | ||
3. | Service Recipient shall have the option to renew at 1.15 times the monthly fixed charge as noted below for an additional 3 months if written notice is provided 60 days prior to the end of the Minimum Service Period. Service Recipient will have the option to terminate this agreement at any time, with no additional make-whole fee as required by Section 11(b) of the Agreement, after the 1st 6 months with 6 months advance written notice to the Service Provider |
a. | Maintain general ledger and chart of accounts | ||
b. | Reconcile balance sheet accounts at a minimum of once per quarter | ||
c. | Reconcile banks accounts a minimum of once a month | ||
d. | Close books and prepare local financial statements monthly on a timely basis |
i. | US GAAP financial statements will be prepared as required by the Mexican Government | ||
ii. | Prepare all required JVs required to close the books on a monthly basis | ||
iii. | File required local statutory financial statements with the authorities in a timely manner | ||
iv. | File required US GAAP financial statements (P&L and Balance Sheet) in both local currency and on a US FAS 52 basis with the Flow Control USA LLC parent company by the 1st Monday after the closing date |
e. | Request cash when needed from the Flow Control USA LLC parent company in order to support business activities via creation of maquilladora services invoice on a monthly basis | ||
f. | Analyze cash requirements at a minimum of once per month and allocate funds to bank accounts (vendor invoices / purchase orders, payroll, tax payments, customer receipts, special unusual items) | ||
g. | Perform all bank account related maintenance (signatory changes, relationship management etc) | ||
h. | Prepare, file and pay (provided Service Recipient has made available to Service Provider sufficient funds) all required local statutory tax returns (including but not limited to income tax, sales tax, VAT, GST, payroll related, social security, housing, property taxes). Provide information to Service Recipient tax advisor in this regard. | ||
i. | Prepare and file all required statutory reports with the appropriate governmental authorities on a timely basis | ||
j. | Fixed Asset accounting (leasehold improvements only) | ||
i. | Maintain detailed fixed asset subsidiary ledger and reconcile to general ledger | ||
k. | Provide required support to Tenants internal & external auditors | ||
l. | Provide required support for government audits |
2. | Payroll Services |
a. | Process payroll on a weekly basis (provided Service Recipient has made available to Service Provider sufficient funds) | ||
b. | Download employee time clock information | ||
c. | Input employee information obtained from Service Recipients on site HR manager |
i. | New Hires | ||
ii. | Terminations | ||
iii. | Vacations | ||
iv. | Salary changes | ||
v. | Validate approvals |
d. | Prepare and print weekly hours report | ||
e. | Distribute weekly hours report to employee supervisors and obtain |
i. | Employee signature | ||
ii. | Supervisor approvals |
f. | Maintain and update payroll related files |
i. | Vacations | ||
ii. | Salary advances | ||
iii. | Child support | ||
iv. | Housing withholdings | ||
v. | Employee savings | ||
vi. | Leaving indemnity |
g. | Provide employees with bank cards | ||
h. | Calculate payroll via payroll software | ||
i. | Review printed payroll reports for accuracy | ||
j. | Review time clocked vs. payroll report and resolve differences | ||
k. | Make net pay file and submit to bank & validate deposits to employee bank accounts on a timely basis | ||
l. | Print and distribute pay stubs / advices to employees on a timely basis | ||
m. | File copies of pay stubs and file payroll booklet |
3. | Accounts Payable Services |
a. | Process vendor invoices for payment, twice per month on the 10th and 25th of each month through the Peso ledger (provided Service Recipient has made available to Service Provider sufficient funds) | ||
b. | Perform 3 way match in Accounts payable system | ||
c. | Review invoice approvals | ||
d. | Maintain PO balance when partial shipments | ||
e. | Maintain form control over purchase orders and assignment of PO numbers (Note: all other purchasing department activities to be performed by the Service Recipient) | ||
f. | Invoice coding to general ledger account | ||
g. | Process vendor check run twice per month on the 10th and 25th of each month | ||
h. | Process vendor wire transfers | ||
i. | Review and process travel expense reports and travel advances as required | ||
j. | Review and process employee salary advances once per week | ||
k. | Process payroll child support withholding payments on a weekly basis |
4. | Import / Export Services |
a. | Supervise activities of Service Recipients personnel (Service Recipients personnel are required to perform the following activities) |
i. | Exports |
1. | Classify merchandise | ||
2. | Input parts and data to CAM system | ||
3. | Process pro forma invoice, packing list, pedimento | ||
4. | Review above for accuracy | ||
5. | Dispatch truck |
ii. | Imports |
1. | Review list of goods | ||
2. | Classify merchandise | ||
3. | Input parts and data to CAM system | ||
4. | Coordinate with counterpart broker | ||
5. | Process pro forma invoice, packing list, pedimento | ||
6. | Review above for accuracy | ||
7. | Dispatch truck |
iii. | Other Shipments (Chihuahua, Durango, Guadalajara) |
1. | Review list of goods | ||
2. | Classify merchandise | ||
3. | Input parts and data to CAM system | ||
4. | Coordinate with counterpart broker | ||
5. | Process pro forma invoice, packing list, pedimento | ||
6. | Review above for accuracy | ||
7. | Dispatch truck |
iv. | Virtual imports exports |
1. | Review list of goods | ||
2. | Classify merchandise | ||
3. | Input parts and data to CAM system | ||
4. | Coordinate with counterpart broker | ||
5. | Process pro forma invoice, packing list, pedimento | ||
6. | Review above for accuracy | ||
7. | Dispatch truck |
v. | In cases of customs inspection, coordinate with inspector for clearance of goods | ||
vi. | Tracking of open and close Pedimentos | ||
vii. | Process complimentary Pedimentos to pay duties | ||
viii. | Prepare paperwork required to comply with Anexo 24 | ||
ix. | Import / export record keeping |
b. | Provide support for classification of merchandise for US & Mexico customs purposes | ||
c. | Review import export shipment information for accuracy | ||
d. | Coordinate shipments and carriers to Service Recipient factories/customers in Mexico (Chihuahua, Durango, Guadalajara) | ||
e. | Coordinate virtual import/exports |
i. | Coordinate with counterpart broker | ||
ii. | Review documentation for accuracy | ||
iii. | Agree with data to be submitted |
f. | Coordination of customs shipment inspection activities to ensure timely resolution and clearance of goods | ||
g. | Record keeping |
i. | Ensure customs related documents are filed on a timely basis | ||
ii. | Assure easy access to customs documentation when needed |
h. | Coordinate with broker to ensure timely opening and closing of Mexican Pedimentos | ||
i. | Ensure Mexican Pedimento duties are paid on a timely basis | ||
j. | Maintain relationship with the Mexico Secretary of the Economy. Provide information as required. | ||
k. | Insure timely compliance with Anexo 24 | ||
l. | Completion and filing of annual report of Foreign Business Trnsactions | ||
m. | Process and file amendment applications for the Maquila Program | ||
n. | Provide information to the tax authorities as required or requested | ||
o. | Support D&T audits of customs activities |
i. | Attend meetings | ||
ii. | Provide information | ||
iii. | Maintain control over audits |
p. | Support customs audits |
i. | Attend meetings | ||
ii. | Provide information & review audit findings and comments |
a. | CAM applications support | ||
b. | Qualisys applications support | ||
c. | Timekeeping system support |
1. | ICS Nogales Mexico facility located at the following address; |
1. | New Flow Control Mexico legal entity is established and fully capable of legally conducting business by the commencement date of this agreement | |
2. | New Flow Control Mexico legal entity has registered with all of the appropriate governmental agencies and secured required permits (including but not limited to US and Mexico customs permits) | |
3. | New Flow Control Mexico legal entity Bank account(s) are established by the commencement date of this agreement | |
4. | Nogales Mexico Financial, HR/Payroll, and Import export hardware and software platforms are separated by the commencement date of this agreement. | |
5. | Power of Attorney is granted to the ICS Nogales Controller to execute banking transactions and access Flow Control IT systems for the purpose of providing all services contained in this agreement. The ICS Nogales Controller will not be granted Power of Attorney to file appropriate reports and tax returns with governmental authorities. If approval is required from Service Recipient in advance of any filing with any governmental agency and approval is not obtained in a timely manner, the Service Recipient, in addition to its waiver of liability as set forth in Section 10 of the Agreement, waives all rights to make any claim for damages resulting from the late filing and agrees to pay and fines or penalties that result from the late filing(s) The Power of Attorney that is granted to the ICS Nogales Controller under this provision will cease on the date that this agreement is terminated | |
6. | The Service Recipient agrees to provide Power of Attorney privileges to 2 of its employees as of the commencement date of this TSA, for the purpose of reviewing, authorizing and signing, tax returns and other statutory reports which are prepared by the Service Provider as per the services described in this agreement | |
7. | Both the Service Provider and the Service Recipient agree to the month end closing dates for the 1 year period of this agreement 8. If US GAAP compliant reporting is required by the Service Recipient, then the Service Recipient agrees to provide the Service Provider with the software to facilitate this reporting and to install the software and train Service Providers employees at Service Recipients cost prior to the commencement date of this agreement | |
9. | Service Recipient contracts with a tax advisor prior to the commencement of this agreement | |
10. | The Service Recipient will hire its own local Nogales HR Manager and Import Export Broker prior to the commencement date of this TSA. The Service Provider will assist in the proper training of these individuals prior to the commencement date of this TSA. If the Service Recipient fails to hire these employees by the commencement date of this agreement, the monthly fixed charge will increase based upon good faith negotiations |
between the parties, until such time as the positions are filled and Service Provider agrees to provide the services that would have been performed by these individuals during the time that the positions are vacant. |
11. | If during the term of this agreement, the Service Recipients HR Manager or Import Export clerical positions become vacant, the monthly fixed charge will increase based upon good faith negotiations between the parties, until such time as both positions are filled and Service Provider agrees to provide the services that would have been performed by these individuals during the time that the positions are vacant. | |
12. | After the termination of this agreement, it may be necessary from time to time for the Service Provider, on behalf of the Service Recipient, to respond to inquiries made by government authorities about Service Recipients financial statements and tax filings, including providing support for audits. In this event, the Service Provider will contact the Service Recipient and agree on an appropriate course of action and response. To the extent that Service Providers resources are to be used to respond to the inquiries, the Service Provider will be entitled to invoice the Service Recipient at the following rates per hour, provided if assistance is needed under this section 12 after 2012, the parties will renegotiate such rates in good faith; |
a. | Clerical 255 Mexico Pesos ($20.00 notional US$) | ||
b. | Professional 382.00 Mexico Pesos ($30.00 notional US$) | ||
c. | Management 980.00 Mexico Pesos($77.00 notional US$) |
13. | To the extent that the Service Provider terminates any of its employees who are providing services solely to the Service Recipient (and not supporting any other aspect of the Service Providers business) under this TSA at the end of this agreement because of lack of work, the Service Recipient agrees to reimburse the Service Provider for any one time termination costs that are required to be paid as per government regulation or company policy. | |
14. | At the termination of this agreement, the Service Recipient will provide the necessary support at its own expense to transfer data to its own systems. The Service Provider will agree to provide training to the Service Recipients employees on the Nogales premises or via conference call / web ex prior to the termination of the agreement. The Service Provider will not be required to send any of its employees to any other Service Recipient location. | |
15. | Service Recipient is precluded from hiring Service Providers employees that provide the services under this TSA for the duration of this TSA plus for an additional one year after the TSA is terminated. Notwithstanding the above, the Service Recipient will have the right to hire the ICS 2 import export clerks that are providing services to the Service Recipient under the terms of this agreement, upon termination of this agreement | |
16. | The Service Providers IT department will be allowed access to tenants designated areas as per the floor plan that forms a part of the Nogales facility rental TSA for purposes of providing the services that are included in this agreement. The landlords IT department will have the right to access the tenants IT data in order to provide the services that are included in this agreement The Service Recipient will hire an onsite IT support to oversee all of the Service Recipients IT operations. To the extent that the IT services listed in the services provided section of this TSA are required from the Service Provider, for whatever reason including but not limited to the inexperience of the Service Recipients IT Manager or the failure to the Service Recipient to hire an IT Manager by the commencement date of this agreement, the Service Recipient agrees that they will accept charges for services provided in accordance with the Pricing and Payment Terms provision #3 as shown in this agreement. |
1. | Service Provider Payments received under the terms of this agreement will be considered taxable income in Mexico | |
2. | Service Recipient Payments made under the terms of this agreement will be tax deductible in Mexico |
1. | Nogales, Sonora, Mexico |
All correspondence with respect to this agreement should be sent to the Service Owners listed above with copies to the following; |
1. | Service Provider Suzy Lee | ||
666 East Dyer Road | |||
Santa Ana, Ca. 92705 |
2. | Service Recipient Dan Kelly | ||
Xylem Inc. | |||
Suite 2000 | |||
1133 Westchester Avenue | |||
White Plains, NY 10605 |
Prior Notice Requirement to | ||||
No. | Third Party Provider | Terminate Service | ||
None required | See Term and Option above | |||
1. | The monthly fixed charge for finance, accounting, accounts payable and payroll services will be 216,393 Mexico Pesos ($16,998 notional US$) for the term of this agreement Payable in Mexico Pesos | |
2. | The monthly fixed charge for import and export services will be 126,696 Mexico Pesos ($9,952 notional US$) for the term of this agreement Payable in Mexico Pesos | |
3. | IT Services, as defined in this agreement, will be charged on a time and materials basis. Materials will be charged at Service Providers cost and required labor will be charged at a rate of 318.00 Mexico Pesos ($25.00 notional US$) per hour. Invoices will be prepared monthly and mailed to the Service Recipient via email. | |
4. | There will be no additional backup attached to these invoices for items 1 and 2 above. For item 3 copies of vendor invoices will be attached to the invoice to support the materials charges and timesheets showing the number of hours and dates worked by person will be attached to support labor charges | |
5. | VAT of 11% will be added to all invoices | |
6. | The 1st invoice will be dated the same date as the Distribution Date | |
7. | Invoice payment terms are net 30 days from invoice date. | |
8. | Subsequent invoices will follow every 30 days | |
9. | Exit costs as well as costs incurred to respond to inquiries by the authorities by the Service Provider on behalf of the Service Recipient will be invoiced & billed by the Service Provider as soon as practicable with appropriate backup documentation. |
Name | Title | Phone | ||||
Service Provider |
||||||
Paul Chen
and
|
Finance Controller Motion Tech Wuxi | paul.chen@ittcorp.net | ||||
Stephen Chan
|
China Share Service Manager | stephen.chan@itt.com | ||||
Service Recipient |
||||||
Meng Hing Chua
|
Vice President and Director of Finance | menghing.chua@itt.com |
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1. | Term. The Minimum Service Period for this Schedule commences on the Distribution Date to March 31, 2012 and, if Service Recipient has not served a notice on Service Provider to terminate the Service, shall be further extended to May 31, 2012 (the term of Service is hereinafter referred as the Term). Service Recipient may terminate the Service at any time prior to the end of the Term by providing thirty (30) days prior written notice without any additional make-whole fee as required by Section 11(b) of the Agreement. |
2. | Surviving clause. The following provisions of this Schedule shall survive the termination of this Schedule: (a) Indemnification, (b) paragraphs 6 and 7 of Pricing, Payment Terms (Audit, Post-termination Revenues and Expenses), (c) paragraph 4 of Term and Option (Access to Business Records After the Term,) (d) Insurance with respect to managing post Term claims and (e) Tax Status. |
3. | Access to the Premises and Business Records during the Term. In addition to the right of access given to Service Recipient pursuant to Section 3(a) of the Agreement, during the Term, Representatives of Service Recipient (or its designee) shall be given access to the Premises during regular business hours if and to the extent reasonably necessary to: |
3.1 | provide or receive any of the Services; | ||
3.2 | examine, copy or photocopy, at Service Recipients expense, the Business Records, the Business Contracts and the purchase orders, customer invoices and any other contracts and/or agreements signed with the relevant customers, suppliers, distributors and agents relating to or in connection with the Business, during business hours and on reasonable prior written notice, to enable Service Recipient to verify the information contained in the monthly balance sheet and the monthly profit and loss accounts that Service Provider furnishes to Service Recipient in accordance with Services to be Provided and to determine the amount of the Monthly Costs payable by Service Provider or Service Recipient, as the case may be; and | ||
3.3 | to inspect or examine the Assets, or otherwise transfer the Assets out of the Premises, as the case may be. |
4. | Access to Business Records after the Term. For a period of seven (7) years from the expiration date of the Term: |
4.1 | Service Provider shall make available, and allow Service Recipient (or its designee) to make copy of at Service Recipients expense, any books, accounts, returns and records (not delivered to Service Recipient (or its designee) prior to the expiration date of the Term (including, without limitation, Service Providers statutory books and accounting records, tax records, and all other records relating to the Business) which contain information which should be provided to Service Recipient (or its designee) or which is required for the purpose of the Business, any annual, tax or other returns, audits in connection with it for inspection by Representatives of Service Recipient (or its designee) during working hours on reasonable advance notice being given; | ||
4.2 | If any Business Information is not in the possession of Service Recipient (or its designee) or readily discoverable by Service Recipient (or its designee) but is in the possession or under the control of or available to Service Provider or any other member of its Group, Service |
2
Provider shall deliver copies of such Business Information to the Service Recipient promptly on request. |
1. | Export/Import |
2. | Materials Planner |
3. | Material and Logistics |
4. | Plant Purchasing |
5. | Warehouse (excluding bonded material) |
6. | Shipment |
7. | Logistics |
8. | IT Support |
9. | Customers Support |
10. | Accounts Payable Invoice Processing including bank disbursements and reconciliations |
11. | Accounts Receivable Invoice processing and collection |
12. | Manufacturing and assembly of the products the Business produces |
13. | Certain administrative and tax preparation/filing services |
14. | Facility and related services that enable to the Business to continue operations |
15. | Payroll and all HR services, for the employees Service Provider utilizes to operate and manage the Business |
16. | Foreign exchange verification |
17. | External audit and relating consulting services |
18. | Vendor and customer data maintenance |
19. | Accounting services to maintain accounting records |
20. | Security |
21. | Environmental, health and safety services |
22. | Administrative services, including office supplies and equipment, location assistant, reception and shuttle bus/car service |
23. | All other services which were provided to Service Recipient in the last twelve months |
24. | Invoice and payment. Service Provider shall maintain separate accounts for the Business during the Term. As promptly as practicable and in any event within ten (10) Business Days after the beginning of each calendar month, Service Provider shall prepare and deliver to Service Recipient a balance |
3
sheet as at the end of the preceding calendar month and the profit and loss account in respect of the preceding calendar month (including separate line items for the Monthly Costs, Monthly Expenses and Monthly Revenues) in respect of the Business, prepared in accordance with the Generally Accepted Accounting Principles of the PRC and certified by the Finance Manager of Service Provider. | ||
25. | Affixation of company chop. To the extent that any documents of Service Recipient (or its designee) need to be affixed with the company chop of Service Provider, Service Provider shall render all assistance to execute or affix its company chop on all such documents as Service Recipient (or its designee) may from time to time reasonably request for the purpose of vesting in it the full benefit of the Business, provided such request has been approved by the General Manager of Wuxi Flow Control Business and the Legal Counsel of Service Recipient (or its designee). |
1. | In addition to the Services to be provided by Service Provider to Service Recipient above, during the Term Service Provider shall supervise the Employees in accordance with the terms in this section. |
2. | Service Provider shall: |
2.1 | continue the employment of the Employees with Service Provider to ensure that the Business shall be carried on in the ordinary course of business; and | ||
2.2 | allow the Employees to perform their duties under the supervision of, fully comply with directions and instructions received from, and promptly carry out orders and assignments given by, any of the Representative of Service Recipient. Notwithstanding the forgoing, the Parties acknowledge and agree that the Employees shall comply with or otherwise subject to the policy (including compensation and benefits policy), handbook or guidelines as applicable to other employees of Service Provider. |
3. | Service Recipient and Service Provider acknowledge the importance of Employees to the ongoing success of the Business subsequent to the Distribution Date. |
4. | Upon Service Recipients request, Service Provider shall terminate, or procure its staffing agency to terminate, any of the Employees during the Term. Notwithstanding the foregoing, Service Provider may, without the prior approval of Service Recipient, terminate the employment of any Employee in good faith on reasonable grounds pursuant to the employment laws and regulations of the PRC provided that Service Provider shall notify Service Recipient forthwith its decision of termination. |
1. | |
4
2. | Service Provider and Service Recipient (or its designee) shall within fifteen (15) Business Days before the end of the Term jointly issue a written notice to all Employees, confirming the Employee Transfer Date and enclosing the new employment contract to be signed by Service Recipient (or its designee) with each of the Employees. |
3. | Service Provider shall pay Employees wages, bonuses, overtime pay, social insurance, statutory severance and housing fund contributions and other payments and benefits of such Employee in relation to his or her employment with Service Provider in accordance with the employment laws and regulations of the PRC during the Term up to and including the expiration date of the Term, provided that Service Recipient shall reimburse Service Provider all such payment incurred during the Term in accordance with Pricing and Payment Terms. |
4. |
1. | Notwithstanding the provisions of Section 10(b) of the Agreement and without prejudice to its express obligations under this Schedule, Service Provider agrees that during the Term, it will maintain, at Service Recipients expenses, insurance policies covering the Business similar in scope, amount and coverage as Service Provider maintained during the twelve month period prior to the Distribution Date. In the event any claim needs to be made under these insurance policies, Service Provider will make such claim on Service Recipients behalf and transfer to Service Recipient all funds received less any out of pocket costs incurred in collection of such funds. |
5
\
1. | Notwithstanding anything in the Agreement to the contrary, the indemnification obligations and procedures set forth in Article VII of the Distribution Agreement shall apply to any Indemnifiable Losses (as defined in the Distribution Agreement) Service Provider or any member of its Group incurs as a result of or in connection with providing the Services described in this Schedule. For the avoidance of doubt, Service Provider (or such member of its Group that has suffered an Indemnifiable Loss) shall be the Indemnitee and Service Recipient the Indemnifying Party, as such terms are defined in the Distribution Agreement. Notwithstanding the foregoing or anything in the Distribution Agreement to the contrary, Service Provider shall be permitted to consent to entry of judgment or settle any claim without the consent of Service Recipient and remain entitled to indemnification from Service Recipient; provided, that any such judgment or settlement is for a monetary amount under USD5,000; provided further that any such consent, judgment or settlement does not permit or provide for any injunction, declaratory relief, other order or other non-monetary relief to be entered against Service Recipient or any member of its Group. |
2. | For the period of seven (7) years from the expiration date of the Term, upon any claim being made against Service Provider, Service Recipient shall give such information and assistance to Service Provider for the purpose of avoiding, disputing, resisting, compromising, defending or contesting any such claim and liability, including: |
2.1 | assignment of a legal advisor or a Representative appointed by Service Recipient to work with Service Provider or its professional advisors in avoiding, disputing, resisting, compromising, defending or contesting any such claim and liability; and | ||
2.2 | access (during business hours and on reasonable prior written notice) such access to its personnel and to any relevant records and information in relation to the Business as Service Provider or its professional advisers reasonably request. |
The premises of Service Provider located at Building 3, No. 570 Yangda Road, Meicun, New District, Wuxi City, the PRC (Premises). |
1. | Service Provider and Service Recipient shall enter into an Asset Purchase Agreement dated _____________________, 2011 pursuant to which Service Recipient shall agree to purchase from Service Provider all of the Assets and assume all of the liabilities related to the Business. | ||
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1. | Monthly Costs received by Service Provider under this Schedule during the Term shall be considered taxable income in China. Service Provider shall: |
1.1 | duly file all tax returns and provided all information required or requested to be delivered to any tax authority. All such returns and information remain correct and complete and none is, or is likely to become, the subject of any investigation or dispute by or with any tax authority; | ||
1.2 | prepare, keep and preserve complete, accurate and up-to-date records both as required by law and to enable it to deliver correct and complete tax returns and to calculate any present or, so far as possible, future tax liability of Business or the entitlement of the Business to claim any relief. |
2. | Notwithstanding the foregoing, any tax payable by Service Provider arising from the provision of Service or the operation of the Business shall be borne by Service Recipient (or its designee) in accordance with Pricing and Payment Terms. |
All correspondence with respect to this agreement should be sent to the Service Owners listed above with copies to the following: |
SERVICE PROVIDER: |
Address: |
2405-6, 24/F, ING tower, 308 Dec Voeux Road Central, Hong Kong |
Fax: |
For the attention of: Mr. Stephen Chan, China Share Service Manager |
SERVICE RECIPIENT: |
Address: |
Suite 3011-3014, Floor 30, Tower A, Hongqiao Shanghai City, 100 Zunyi Road, Changning
District, Shanghai, the Peoples Republic of China |
Fax: |
For the attention of: Mr. Meng Hing Chua, Vice President and Director of Finance |
7
1. | The Parties agree that, notwithstanding the provisions of Section 2(a) of the Agreement, Service Recipient (or its designee) shall be entitled to all economic rights and benefits, and shall assume all economic loss, arising from and in connection with the conduct of the Business by Service Provider during the Term. |
2. | During the Term, Service Recipient or Service Provider, as the case may be, shall pay an amount equal to the Monthly Costs (Monthly Costs) to the other Party calculated in accordance with the following formula: |
Monthly Costs = Monthly Expenses plus RMB20,000 minus Monthly Revenues | |||
where: | |||
Monthly Expenses means the aggregate of: |
(a) | all documented, reasonable out-of-pocket costs and expenses incurred by Service Provider which are necessary to provide Services, provided, however, that any such expenses exceeding USD5,000 per month for each Service shall require advance approval of Service Recipient; plus | ||
(b) | all wages, bonuses, overtime pay, social insurance and housing fund contributions, and other payments, benefits, retention and severance payments due to any of the Employees retained by Service Provider for the purpose of providing the Services; plus | ||
(c) | all rents, rates, gas, water, electricity and other outgoings (including management fees) relating to or payable in respect of the Premises; plus | ||
(d) | any sales, services, value added or similar taxes, fees, charges, assessments, or income taxes (including any such taxes that are required to be withheld) arising from or in connection with the provision of Services; and | ||
Monthly Revenues means the aggregate of: | |||
(a) | all revenues, rebates, refunds or otherwise payments collected or received by Service Provider arising from or in connection with the Business, as the case may be, during the Term; plus | ||
(b) | all rents, rates, gas, water, electricity and other outgoings (including management fees) relating to the premises located at Room 902, E3 Building, Oriental Plaza, No.1 Changan Avenue, Beijing 100738, PRC and payable by ITT (China) Investment Company Limited in the amount of RMB32,060.82 per calendar month for the period from 31 October 2011 to 31 December 2011 and RMB34,173.63 per calendar month for the period from 1 January 2012 to the expiration date of the Term. In the event a total of RMB 511,059 is not added to Monthly Revenue over the life of the Term by the month prior to the end of the Term, the last month of the Term shall include that amount such that the total amount included in Monthly Revenue under this subsection (b) during the whole Term will equal RMB 511,059. |
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3. | An amount equal to the Monthly Costs shall be paid by Service Recipient or Service Provider, as the case may be, to the other Party in the following manner: |
3.1 | If the Monthly Costs is a positive number, then Service Recipient shall pay to Service Provider the Monthly Costs in accordance with section 2(b) of the Agreement | ||
3.2 | If the Monthly Costs is zero, then no payment is due from Service Recipient or Service Provider to the other Party. | ||
3.3 | If the Monthly Costs is a negative number, then Service Provider shall pay to Service Recipient the Monthly Costs in accordance with Section 2(b) of the Agreement. |
4. | For the avoidance of doubt, no additional mark-up or inflation rate, as specified in Section 2(a)(i) of the Agreement, shall apply to any sum payable by Service Recipient to Service Provider under this Schedule. |
5. | Taxes related to sums payable. Each Party shall pay all sums payable by it under this Schedule free and clear of all deductions or withholdings unless the law requires a deduction or withholding to be made. If a deduction or withholding is so required, the relevant Party shall pay such additional amount as will ensure that the net amount the payee receives equals the full amount which it would have received had the deduction or withholding not been required. |
6. | Audit. Service Provider and Service Recipient shall, as promptly as practicable and in any event within fifteen (15) Business Days following the expiration date of the Term, jointly appoint Deloitte & Touche, or such other accounting firm as may be agreed to (Auditors) to conduct an audit of the accounts of the Business. The auditor shall, within thirty (30) days from its engagement, prepare and deliver to the Parties an audited balance sheet to be made up as at the expiration date of the Term and an audited profit and loss account for the period from the Distribution Date to the expiration date of the Term in respect of the Business, in accordance with the Generally Accepted Accounting Principles of the PRC. The costs and expenses of engaging the Auditors shall be borne by Service Recipient (or its designee). The balance sheet and profit and loss account prepared by the Auditors shall, in the absence of manifest error, be final and binding on the Parties. The Auditors shall be deemed to act as an expert and not as an arbitrator. |
7. | Post-termination Revenues and Expenses. To the extent that any payment, rebate or refund is made to Service Provider in respect of the Business after the expiration date of the Term, Service Provider shall receive the same as trustee, place the same in a separate bank account, record the payment separately in its books, and account to Service Provider for the same within five (5) Business Days after the end of each calendar month for all funds collected during such calendar month. To the extent that any cost or expense is paid by Service Provider after the expiration date of the Term in connection with the Business arising from an act, event or circumstance that occurs during the Term, Service Provider shall provide Service Recipient with all relevant invoices, receipts and contracts, as the case may be, and Service Recipient shall, upon verifying the documents provided, pay to Service Provider within five (5) Business Days after the end of each calendar month for all payments made by Service Provider arising from or in connection with the Business during such calendar month. |
9
1. | Definitions and interpretation of words and expressions used in this Schedule shall be as set forth below: |
Auditors has the meaning set out in Pricing and Payment Terms. |
Assets means the assets of Service Provider relating primarily to, used primarily in, or arising primarily from, the Business, to be transferred to Service Recipient pursuant to the Asset Purchase Agreement, dated ___________________, 2011 between Service Provider and Service Recipient. |
Business has the meaning set out in General Service Description. |
Business Days means, for the purpose of this Schedule, a day (excluding Saturdays, Sundays and public holidays) on which banks generally are open in the PRC for the transaction of normal banking business. |
Business Contracts means customer contracts, supplier contracts, and all other contracts and engagements entered into and orders placed or received (a) on or before the Distribution Date by or on behalf of Service Provider in connection with the Business and which at Distribution Date remain (in whole or in part) to be performed; and (b) during the Term. |
Business Information means all information relating to the Business, existing at the Distribution Date or otherwise arising during the Term, including but not limited to details of customers, suppliers, distributors and agents, sales targets, sales statistics, market share statistics, market surveys and information relating to future business development or planning, information relating to discounts, commissions and rebates received and/or paid and litigation or legal advice, in whatever form (including computer disks or tapes) that information may be recorded or stored. |
Business Records means all books and records in whatever form (including computer disks or tapes) containing or relating to Business Information or on which Business Information is recorded or stored. |
Employees means the employees physically located at the Premises, employed by Service Provider to support the Business immediately prior to the Distribution Date, a list of whom is stated in the Annex. |
Employees Transfer Date has the meaning set out in Transfer of Employees. |
Monthly Costs has the meaning set out in Pricing and Payment Terms. |
Parties mean collectively, Service Provider and Service Recipient of this Schedule, and a Party means either of them. |
PRC means the Peoples Republic of China excluding, for the purpose of this Agreement, Hong Kong Special Administrative Region, Macau Special Administrative Region, and Taiwan. |
Premises has the meanings set out in Location. |
10
Representatives means, the Service Owners identified under the section entitled Service Owner or such other person(s) designated by Service Recipient (or its designee) from time to time. |
RMB means Renminbi, the lawful currency of the PRC. |
Service has the meaning set out in General Service Description. |
Term has the meaning set out in Term and Option. |
USD means United States Dollars, the lawful currency of the United States of America. |
11
Date of Commencement of Employment with | ||||
Name of Employees | Position | Service Provider | ||
12
Name | Title | Phone | ||||
Service
Providers Contact |
||||||
ITT Corporation |
||||||
Daryl Bowker
|
TSA Manager | Office: | Daryl.bowker@ittcorp.com | |||
Service Recipients
Contact |
||||||
Xylem Inc. |
||||||
Tim Coogan
|
TSA Manager | Office | Tim.Coogan@itt.com |
1
2
3
Service | Hourly Rate* | |
Hourly Rate Administrative/Secretarial.
|
$50 per hour | |
Hourly Rate for a Non Executive
|
$100 per hour | |
Hourly Rate for an Executive
|
$150 per hour |
* | Note: In cases where invoicing is done outside the United States, the above rates should be converted to local currency based on the exchange rate on the date the invoice is prepared. |
4
Name | Title | Phone | ||||
Service Provider
|
General Manager, ITT | |||||
Rabi Burman
|
Corporation India Pvt Ltd. | |||||
Plot No 731A, GIDC Savli, | ||||||
Manjusar, Savli Road. | ||||||
Vadodara, Gujarat 391 770 | Rabi.Burman@itt.com | |||||
Service Recipient
|
President, Xylem Water | |||||
Sam Yamdagni
|
Solutions India Pvt Ltd. | |||||
Plot No 731B, GIDC Savli, | ||||||
Manjusar, Savli Road. | ||||||
Vadodara, Gujarat 391 770 | Sam.Yamdagni@itt.com |
1. | Service Provider ITT Corporation India Pvt. Ltd. | ||
2. | Service Recipient Xylem Water Solutions India Pvt. Ltd. |
1. | Manufacturing of Xylem products | ||
2. | Finance & Accounting Services | ||
3. | Accounts Payables Services |
1. | Minimum Service Period 2 months Commencing on the Distribution Date | ||
2. | The Monthly Costs are set forth below under Pricing & Payment Terms. The Service Recipient and Service Provider agree that, except as set forth in this Manufacturing Services TSA Schedule for India (this TSA) no additional 2%, 10% or 4.5% increase in such pricing should be applied as set forth in Section 2 of the Agreement. | ||
3. | Service Recipient shall have the option to renew at 1.0 times the monthly fixed charge as noted below for an additional 3 months if written notice is provided 15 days prior to the end of the Minimum Service Period. |
1
4. | Service Recipient will have the option to terminate this agreement at any time, with no additional make-whole fee as required by Section 11(b) of the Agreement, after the 1st 3 months with 1 month advance written notice to the Service Provider |
1. | Manufacturing of Xylem products |
a. | Provide order acknowledgement to Xylem India for the orders placed | ||
b. | Manufacture Xylem products based on orders placed by Xylem India and supervised by Xylem India employees seconded to ITT | ||
c. | Use Xylem assets and processes currently employed in Baroda and manufacture products per SOPs | ||
d. | Manage the factory employees seconded to ITT by Xylem | ||
e. | Place orders to suppliers on a timely manner and manage inventories in order to properly supply & fulfill customer orders | ||
f. | Ship finished goods directly to Xylem customers as requested in the purchase order | ||
g. | Maintain records of purchase cost based on latest purchase price as per BOM, stores and spares and packing material purchased for products manufactured by Xylem Water Solutions India Private Limited | ||
h. | Invoice Xylem for the manufacturing services on a monthly basis |
2. | Finance and accounting services |
a. | Maintain general ledger and chart of accounts | ||
b. | Reconcile balance sheet accounts at a minimum of once per quarter | ||
c. | Close books and prepare local financial statements monthly on a timely basis |
i. | US GAAP financial statements will be prepared as required by the Indian Government | ||
ii. | File required local statutory financial statements with the authorities in a timely manner | ||
iii. | File required US GAAP financial statements (P&L and Balance Sheet) in both local currency and on a US FAS 52 basis with the Service Recipients parent company by the 1st Monday after the closing date |
d. | Prepare and file all required statutory reports with the appropriate governmental authorities on a timely basis | ||
e. | Fixed Asset accounting |
i. | Maintain detailed fixed asset subsidiary ledger and reconcile to general ledger |
f. | Provide required support to Service Recipients internal & external auditors | ||
g. | Provide required support for government audits | ||
h. | Respond to special requests from service recipients legal advisors | ||
i. | Prepare monthly financial forecasts | ||
j. | Respond to Service Recipients ad hoc requests for financial data in a timely manner within reason |
2
3. | Accounts Payable Services |
a. | Process vendor invoices for payment twice per week (provided Service Recipient has made available to Service Provider sufficient funds) | ||
b. | Perform 3 way match in Accounts payable system | ||
c. | Review invoice approvals | ||
d. | Maintain PO balance when partial shipments | ||
e. | Maintain form control over purchase orders (Note: all other purchasing department activities to be performed by the Service Recipient) | ||
f. | Invoice coding to general ledger account | ||
g. | Process vendor check run once per week | ||
h. | Process vendor wire transfers twice per week | ||
i. | Review and process travel expense reports and travel advances twice per week | ||
j. | Process payroll child support withholding payments on a weekly basis | ||
k. | Process employee savings fund withdrawal requests twice per week |
3
1. | IP facility located at the following address; |
1. | After the termination of this agreement, it may be necessary from time to time for the Service Provider, on behalf of the Service Recipient, to respond to inquiries made by government authorities about Service Recipients financial statements and tax filings, including providing support for audits. In this event, the Service Provider will contact the Service Recipient and agree on an appropriate course of action and response. To the extent that Service Providers resources are to be used to respond to the inquiries, the Service Provider will be entitled to invoice the Service Recipient at the following rates per hour provided if assistance is needed under this section after 2012, the parties will renegotiate such rates in good faith; |
a. | Clerical US$20.00 | ||
b. | Professional US$30.00 | ||
c. | Management US$77.00 |
2. | At the termination of this agreement, the Service Recipient will provide the necessary support at its own expense to transfer data to its own systems. The Service Provider will agree to provide training to the Service Recipients employees on the Service Providers premises or via conference call / web ex prior to the termination of the agreement. The Service Provider will not be required to send any of its employees to any other Service Recipient location. |
3. | In the event of 3rd party claims against the Service Recipient which are unrelated to this agreement, the Service Recipient agrees to indemnify the Service Provider for any costs that the Service Provider may incur in the event that the 3rd party elects to also claim damages against the Service Provider because of their relationship with the Service Recipient. The Service Recipient also agrees to defend the Service Provider at its sole cost to the extent permitted to do so under Indian Law. |
1. | Service Provider Payments received under the terms of this agreement will be considered taxable income in India | ||
2. | Service Recipient Payments made under the terms of this agreement will be tax deductible in India | ||
3. | Service Provider takes credit of service tax paid on employee secondment |
4
All correspondence with respect to this agreement should be sent to the Service Owners listed above with copies to the following; |
1. | Service Provider Joanne Scalard | ||
1133 Westchester Ave | |||
White Plains, NY 10605 | |||
2. | Service Recipient Dan Kelly | ||
1133 Westchester Avenue | |||
White Plains, NY 10605 |
Prior Notice Requirement to Terminate | ||||
No. | Third Party Provider | Service | ||
None required | See Term and Option above | |||
5
1. | The monthly charges for contract manufacturing services provided under this TSA will be calculated on actual basis and the Service Provider will add 15% margin to the actual costs incurred. |
a. | Service Recipient has an option to extend the TSA for another 3 months at the same monthly rate | ||
b. | Service provider calculates all variable costs monthly direct material and other costs (PPV, packaging, stores & spares, freight, customs, related to the manufacturing activity) and invoices the Service Recipient | ||
c. | Service Recipient will charge as service fee 5% of the cost of Direct Labor and Indirect Labor being supplied (seconded) to the Service Provider | ||
d. | Service Provider will credit Service Recipient labor fees from the overall monthly charges | ||
e. | Refer to the table below for monthly calculation for the contract manufacturing fees |
2. | All Invoices are payable in Indian Rupees (INR). | ||
3. | Invoices will be prepared monthly and mailed to the service recipient via email or regular mail. | ||
4. | Service Provider to attach additional backup of all variable costs (direct materials, attached to these invoices | ||
5. | The 1st invoice will be dated on the last day of the financial closing in November | ||
6. | Invoice payment terms are net 30 days from invoice date. | ||
7. | Subsequent invoices will follow every 30 days |
6
Name | Title | Phone | ||||
Service Provider John Veness |
General Manager | John.Veness@itt.com | ||||
Service Recipient Duncan Lewis |
General Manager | Duncan.Lewis@itt.com |
1. | Service Provider: ITT Industries Ltd. | ||
2. | Service Recipient: Lowara (UK) Ltd. |
1. | Operations Services | ||
2. | Import/Export Services | ||
3. | INTRASTAT Compliance Services |
1. | 24 months Commencing on the date of the separation into 3 companies | ||
2. | The 24 month Term shall not be extended. Service Recipient will have the option to terminate this agreement at any time after the 1st 12 months with 6 months advance written notice to the Service Provider. |
1. | Operations Services |
a. | Lowara may need the services of ITTs personnel for assistance with operations reporting. | ||
b. | Lowara may need the services of ITTs personnel for assistance with operational processes including quality control. |
2. | Import/Export Services |
1
a. | Lowara may require the assistance of ITT personnel in the matters of export and import processes. | ||
b. | Lowara may require the assistance of ITT personnel in the matters of export and import regulatory compliance. |
3. | INTRASTAT Services |
a. | Lowara may require the assistance of ITT personnel for collecting information for INTRASTAT. | ||
b. | Lowara may require the assistance of ITT personnel for reporting information to the governmental authorities for INTRASTAT. |
2
1. | Lowara facility located at the following address: |
1. | Real Estate Sublease is in effect. | |
2. | Service Recipient will follow all of Service Providers Environmental, Safety, & Health (ES&H) policies and procedures while using the pump testing facilities. Service Provider will provide its ES&H written policies to Service Recipient at the outset of this agreement and agrees to provide overview training prior to the Service Recipients use of the pump testing facilities. | |
3. | Service Recipients customers will be granted access to the test facility along with Service Recipients representatives for a customer witnessed pump test. | |
4. | Service recipient is precluded from hiring Service Providers employees that may provide these services under this agreement for the duration of this agreement plus an additional 1 year after the agreement is terminated. | |
5. | In the event of 3rd party claims against Service Recipient which are unrelated to this agreement, the Service Recipient agrees to indemnify the Service Provider for any costs that the Service Provider may incur in the event that the 3rd party elects to also claim damages against the Service Provider because of their relationship with the Service Recipient. The Service Recipient also agrees to defend the Service Provider at is sole cost the extent permitted to do so under United Kingdom law. |
1. | Service Provider Payments received under the terms of this agreement will be considered taxable income in the United Kingdom | |
2. | Service Recipient Payments made under the terms of this agreement will be tax deductible in the United Kingdom | |
3. | VAT of the current rate % of the invoice amount will be charged by the service provider to the service recipient |
Lowara (UK) Ltd. Millwey Rise Industrial Estate Axminster EX13 5HU, United Kingdom |
3
1. | Service Provider agrees to use reasonable care and diligence in the fulfillment of all services described above. Service Provider also agrees that it will promptly carry out services based on reasonable business practices and judgment. |
All correspondence with respect to this agreement should be sent to the Service Owners listed above. |
Prior Notice Requirement to | ||||
No. | Third Party Provider | Terminate Service | ||
N/A
|
None required | See Term and Option above |
1. | The hourly fixed charge for Operations services, Import/Export services, and INTERSTAT Compliance services will be Cost plus 2% - 10% per hour for the term of this agreement Payable in British Pounds. | |
2. | The fixed hourly rate of Cost plus 2% - 10% per hour shall be the minimum charge. Partial hour charges will be rounded up to include the entire hour. For example, a service provided in 2 hours and 20 minutes will be charged at 3 hours or Cost plus 2% - 10%. | |
3. | Invoices will be prepared monthly and mailed to the service provider via email. Invoices shall include the date services were provided, the name(s) of the person(s) who provided the service, and the number of hours spent providing the service. | |
4. | There will be no additional backup attached to these invoices. | |
5. | Invoice payment terms are net 30 days from invoice date. |
4
Name | Title | Phone | ||||
Service Provider Rabi Burman |
General Manager, ITT Corporation India Pvt Ltd. Plot No 731A, GIDC Savli, Manjusar, Savli Road. Vadodara, Gujarat 391 770 |
|
Rabi.Burman@itt.com | |||
Service Recipient Sam Yamdagni |
President, Xylem Water Solutions India Pvt Ltd. Plot No 731B, GIDC Savli, Manjusar, Savli Road. Vadodara, Gujarat 391 770 |
Sam.Yamdagni@itt.com |
1. | Service Provider ITT Corporation India Pvt. Ltd. | |
2. | Service Recipient Xylem Water Solutions India Pvt. Ltd. |
1. | Testing services for Xylem products using IP test bed infrastructure in the Baroda plant |
1. | Minimum Service Period 22 months Commencing on the Date of physical separation of Service Provider and Service Recipient. Physical separation occurs when Xylem manufacturing operations move in to the new Service Recipient plant. | |
2. | The Hourly Costs are set forth below under Pricing & Payment Terms. | |
3. | Service Recipient will have the option to terminate this agreement at any time, with no additional make-whole fee as required by Section 11(b) of the Agreement, after the 1st 12 months with 1 month advance written notice to the Service Provider | |
4. | This Agreement cannot be extended beyond 24 months after the Distribution Date. |
1
a. | Service Provider provides Service Recipient full access to the test bed and infrastructure to fully test pumps and other related products | ||
b. | Service Provider also provides tools, equipment and personnel to fully validate a product | ||
c. | Service Provider also fully tests the products per instructions from Service Recipient or its customers or its agents | ||
d. | Service Provider provides full report(s) on the results of the test and performance of the products | ||
e. | Service Provider personnel will take control of the products at the loading dock and transfer the products to the test bed, install them on the test bed, fully test the products, remove the products and package them and return as required by Service Recipient | ||
f. | Service Recipient or its agents or its customers will have access to the products while they are being prepared for testing, while products are being tested and while the products are being processed for return to Xylem | ||
g. | Service Recipient or its agents or its customers will have access to the control room in order to witness the test. | ||
h. | Only Service Provider personnel are allowed to run the test and operate all tools, machinery and controls related to the testing of these products |
2
1. | After the termination of this agreement, it may be necessary from time to time for the Service Provider, on behalf of the Service Recipient, to respond to inquiries made by customers or government authorities about Service Recipients financial statements and tax filings, including providing support for audits. In this event, the Service Provider will contact the Service Recipient and agree on an appropriate course of action and response. To the extent that Service Providers resources are to be used to respond to the inquiries, after the TSA ends, the Service Provider will be entitled to invoice the Service Recipient at the following rates per hour provided if assistance is needed under this section after 2012, the parties will renegotiate such rates in good faith; |
a. | Clerical US$20.00 | ||
b. | Professional US$30.00 | ||
c. | Management US$77.00 |
2. | At the termination of this agreement, the Service Recipient will provide the necessary support at its own expense to transfer data to its own systems. The Service Provider will agree to provide training to the Service Recipients employees on the Service Providers premises or via conference call / web ex prior to the termination of the agreement. The Service Provider will not be required to send any of its employees to any other Service Recipient location. 3. In the event of 3rd party claims against the Service Recipient which are unrelated to this agreement, the Service Recipient agrees to indemnify the Service Provider for any costs that the Service Provider may incur in the event that the 3rd party elects to also claim damages against the Service Provider because of their relationship with the Service Recipient. The Service Recipient also agrees to defend the Service Provider at its sole cost to the extent permitted to do so under Indian Law. |
1. | Service Provider Payments received under the terms of this agreement will be considered taxable income in India | |
2. | Service Recipient Payments made under the terms of this agreement will be tax deductible in India |
3
1. | Service Provider Joanne Scalard | |
1133 Westchester Ave | ||
White Plains, NY 10605 | ||
2. | Service Recipient Dan Kelly | |
1133 Westchester Avenue | ||
White Plains, NY 10605 |
Prior Notice Requirement to Terminate | ||||
No. | Third Party Provider | Service | ||
None required | See Term and Option above | |||
4
1. | The hourly fixed charge for testing services provided under this TSA will be cost plus 10% to 15% handling charges. |
a. | Year 1 handling charges: 10% to 15%. Year 2 handling charges: 10% to 15% |
2. | Refer to the table below for the pricing details | |
3. | All Invoices are payable in Indian Rupees (INR). | |
4. | Invoices will be prepared monthly and mailed to the service recipient via email or regular mail. | |
5. | The 1st invoice will be dated on the last day of the financial closing in December 2011 | |
6. | Invoice payment terms are net 30 days from invoice date. | |
7. | Subsequent invoices will follow every 30 days as long as there is activity. If Service Recipient doesnt use any testing services in any given month, Service Provider doesnt have to provide an invoice. |
5
Details | INR | USD | Source | |||||||||||||
Sale Value (To end Customer) |
| |||||||||||||||
Add | Taxes |
| ||||||||||||||
Total Sales Value |
| | ||||||||||||||
Less | Actual Cost of Material |
| ||||||||||||||
Less | PPV |
| ||||||||||||||
Less | Actual Cost of Packing Material |
| ||||||||||||||
Less | Actual Cost of Stores & Spares |
| ||||||||||||||
Less | Actual Cost of Freight |
| ||||||||||||||
Less | Actual Customs cost |
| ||||||||||||||
Total Cost |
| | ||||||||||||||
Margin |
| | ||||||||||||||
5 | % | Manpower Deputation Charges |
||||||||||||||
Debit Note Basic Value |
||||||||||||||||
Add | Service Tax |
|||||||||||||||
Xylem DN to ITTCo |
1 | Invoices shall be raised on a monthly basis | |
2 | All data will be from ERP Lx | |
3 | Freight & Customs data will be based on actual bills booked |
Xylem Manpower Deputation Charges | (INR) | |||||||
Salary Cost | Cost - Aug | Margin | ||||||
DL |
||||||||
Overheads |
||||||||
S&M |
| |||||||
G&A |
| |||||||
Total |
6
Name | Title | Phone | ||||
Kim Acker ITT Corporation |
ITT Shared Service Working Capital Manager |
kim.acker@itt.com | ||||
Elizabeth Webster Exelis Inc. |
Senior Business Analyst | elizabeth.webster@itt.com |
Minimum | ||||||||||||
BAU | Service | |||||||||||
Transaction | Period | Service | ||||||||||
Service # | Service Name | Description of Service | Volume | (in mo.) | Charge | |||||||
Provide Accounts Payable, Supplier Payment and Sales and Use Tax Services: | ||||||||||||
Sales and Use Tax Services The Service Provider will provide: | ||||||||||||
SS-AP-SP -01
|
Accounts Payable and Supplier Payment Processing Services | The Service Provider based on Sales and Use
tax data received in a predefined form from the
Service Receivers Business Units, will prepare the
Sales and Use Tax Returns. A list of all valid
Service Receiver Business Units is found in
Attachment A.
|
720 Returns per Year | |||||||||
The Service Provider will file all required
Sales and Use Tax Returns together with payments
that are required. The Service Provider will send
copies of the Returns to the appropriate Service
Receiver Business Units.
|
720 Returns per Year | |||||||||||
The Service Provider, on receipt of phone
calls and emails, will respond to routine inquiries
and correspondence from the various jurisdictions. |
||||||||||||
Taxware Configuration Support The
Service Provider on receiving Jurisdiction Change
information from the Service Receiver will
configure jurisdictional tax obligations. The
Service Provider on receipt of a request from the
Service Receiver will provide Use Tax information
(via the ZUSE_TAX report) to the Service Receiver. |
||||||||||||
Value Added Tax (VAT) Recovery Support
The Service Provider will review vendor invoices
for VAT charges, and submit VAT included invoices
to 3rd party (Meridian) for submission
to VAT Taxing Authorities. Upon receipt of a VAT
refund check from the Service Receivers
3rd party (Meridian), Service Provider
will provide the funds to the Service Receivers
Business Unit.
|
18 | Cost plus 2% - 10% | ||||||||||
Accounts Payable and Supplier Payment Vendor Master Data Maintenance: | ||||||||||||
The Service Provider on receiving Service
Receiver approved remit-to vendor set-ups and
update requests submitted via the vendor portal,
will utilize address standardization and duplicate
checking to review and approve or reject the vendor
request. If approved, the add/changed Vendor
information will be updated in the vendor master
within 1 hour between the hours of 8:00am and
5:00pm EST. |
||||||||||||
The Service Provider on receiving a Credit
Reference Request form, will forward the request to
the Service Providers Banking partner (Citibank)
where they process the request. |
||||||||||||
The Service Provider after receiving
electronic banking details from the Service
Receiver or their Vendor, adds all Banking Details.
The Service Provider requires complete (per
banking requirement instructions) electronic
banking details be sent to the Vendor
Administrator, and will be processed within 48
hours. |
2
Minimum | ||||||||||||
BAU | Service | |||||||||||
Transaction | Period | Service | ||||||||||
Service # | Service Name | Description of Service | Volume | (in mo.) | Charge | |||||||
The Service Provider reserves the right to
be the sole owner and administrator of Master
Programs, Tables, Data, and Application Security
and Access controls will as necessary get joint
approval from all Service Receivers for those
proposed changes that will impact another Service
Receiver. |
||||||||||||
In addition, the Provider will provide the following services: Complete SAP Month End jobs and reports to support postings. | ||||||||||||
Accounts Payable and Supplier Payment Document Management and Processing: | ||||||||||||
The Service Provider will pick up mail from
the Service Receivers Seneca Falls Post Office
Box.
|
159,878 Documents per Year |
|||||||||||
The Service Provider on receiving incoming
documents (e.g., mail, fax, non-Service Receiver
email) from the Service Receiver or Service
Receivers Suppliers, are opened, reviewed, and
scanned into SAP within 1 business day, and are
indexed within 2 business days. Priority documents
are indexed within 1 business day. The Service
Providers Document Processing and Help Desk Teams
determine priority. Upon completion of indexing,
the documents route to either the Check Request
portal for further input by the Service Receiver or
on to Document Processing for matching by the
Service Provider. |
||||||||||||
Non-compliant workflow handling Accounts
Payable document received by the Service Provider,
which does not contain sufficient information to be
indexed, is routed to the Service Receiver for
Non-Compliant Workflow review. The Service
Receiver must provide direction to the Service
Provider prior to any additional processing. |
||||||||||||
Duplicate Checking The Service Provider
for each Accounts Payable document received
compares it to previously received and processed
documents to ensure no duplicate invoices are
processed, and will delete duplicate as necessary. |
||||||||||||
The Service Provider will store all Service
Receivers Invoices and attachment information
onsite and off-site with an external document
storage vendor (Iron Mountain). |
||||||||||||
Accounts Payable and Supplier Payment Document Processing: | ||||||||||||
The Service Provider will for all Purchase
Order related invoices either 2 or 3 way match
them. Any documents found by the Service Provider
having exceptions or needing approvals, are parked
for review by the Service Receiver, all matched
documents are posted.
|
241,547 Documents per Year |
3
Minimum | ||||||||||||
BAU | Service | |||||||||||
Transaction | Period | Service | ||||||||||
Service # | Service Name | Description of Service | Volume | (in mo.) | Charge | |||||||
The Service Provider receives electronic
documents via interface from the Service Receiver
or an internal business group within Provider.
Documents are received and posted automatically
unless an exception exists. A combination of one
or more of these components: PO, tax review, and an
Accounts Payable document can be received from the
Service Receiver or an internal business group
within Provider. The Service Provider will retain
all hard copy invoices for DCAA audit requirements.
|
84,587 Documents per Year |
|||||||||||
For Service Receivers Business Units that
cannot support foreign currency payments through
Receivers Purchase Order systems, the Service
Provider requires additional processing prior to
payment. Invoices received in a currency other
than USD and CAD require an update to the Purchase
Order prior to invoice posting. The Service
Provider will provide the Service Receiver the
converted USD or CAD value, so that the Purchase
Order can be updated to match the provided amount. |
||||||||||||
The Service Provider determining any
Accounts Payable document that does not pass the 2
or 3 way match or requires approval, must be parked
for review by the Service Receiver. |
||||||||||||
The Service Provider on receiving returned
parked documents from the Service Receiver, will: |
||||||||||||
Process the returned corrective actions for
each parked document, specified by the Service
Receiver. The Service Receiver must review each
parked document. |
||||||||||||
Review the directions provided by the
Service Receiver and either post, delete, delete
and recreate, or re-park the document based on the
comments provided by the Service Receiver and the
ability to match the document |
||||||||||||
No item in the processing queue should
remain in the queue greater than 5 business days.
On a daily basis the processing team will also work
priorities based on status and due date. |
||||||||||||
The Service Provider will review upon
receipt of a One-Time Vendor check request
submitted via the check request portal from the
Service Receiver, will be reviewed by the Service
Provider, and sent to the Service Receivers
approver regardless of approval limit. |
||||||||||||
The Service Provider on receiving Stop
Payment and Void notifications from the Service
Receivers bank, will process Stop payments and
voids within SAP (in conjunction with Treasury
processing with the bank) and Invoice reversals
when necessary.
|
521 Requests per Year |
4
Minimum | ||||||||||||
BAU | Service | |||||||||||
Transaction | Period | Service | ||||||||||
Service # | Service Name | Description of Service | Volume | (in mo.) | Charge | |||||||
Accounts Payable and Supplier Payment Vendor Payment Processing: | ||||||||||||
The Service Provider will execute Payment
runs on Mondays, Wednesdays, and Fridays (excluding
USA and Canadian holidays) at 8:00am EST, for those
invoices, which have reached to their Due Dates,
and transmit Payment file to the Service Receivers
Bank.
|
1,368 Payment Runs per Year |
|||||||||||
The Service Provider will review any
exceptions from the payment process, and will
update the system accordingly. |
||||||||||||
The Service Provider on receipt of a Vendor
Refund request from the Service Receiver, or a
returned payment from the Post Office, will process
them appropriately |
||||||||||||
The Service Provider on receipt of an
Emergency request, will provide to the Service
Receiver Emergency payment services. These
services are processed from Seneca Falls, between
1:00pm and 2:00pm EST daily excluding USA/Canadian
Holidays. All overnight instructions are to be
provided in advance. This service should be
reserved for true emergencies only based on the
urgency of the transaction (shut-offs which
severely impact business operations) subject to
approval by Service Provider. Emergency Check
requests received by the Service Provider after
2:00pm EST are subject to additional charges. |
||||||||||||
The Service Provider will process
Intercompany Payments twice each month. |
||||||||||||
Accounts Payable and Supplier Payment Help Desk Processing The Service Provider will provide Help Desk services to the Service Receiver: | ||||||||||||
The Service Provider will receive inquiries
via Issuetrak from the Service Receiver or their
Vendors are received and recorded centrally. The
Service Provider will create Tickets, assign
priority and will be resolved by the Service
Provider Help Desk staff or appropriate resources.
|
4,376 Internal User Inquiries per Year |
|||||||||||
The Service Provider will receive approved
User ID requests through Issuetrak from the Service
Receiver, and will update the appropriate user
access information necessary to provide user
access. |
||||||||||||
The Service Provider will provide access to
applications through user request form(s) submitted
by Service Receiver via Service Provider P2P Help
Desk tickets for authorized service receiver users.
Service Provider will maintain and reset SAP user
passwords and application security through Provider
P2P Help Desk requests. Service Provider will
monitor and restrict unauthorized access to source
code and data. User add/update/delete requests will
be completed within three (3) business days of
receipt of complete, approved form.
|
176 Requests (Adds, Deletes, and Updates) per Year |
5
Minimum | ||||||||||||
BAU | Service | |||||||||||
Transaction | Period | Service | ||||||||||
Service # | Service Name | Description of Service | Volume | (in mo.) | Charge | |||||||
Tickets are assigned a priority of High,
Medium and Urgent. High tickets are resolved
within 1 business day, and Medium tickets are
resolved within 2 business Days. Urgent priority
tickets are responded to within 1 hour, during
normal Service Provider business day. Tickets
classified as User set-ups and others are completed
within 3 days. |
||||||||||||
The Service Provider will receive approved User ID requests through Issuetrak from the Service Receiver and will update the appropriate user. | ||||||||||||
Accounts Payable and Supplier Payment Reporting and Processing: | ||||||||||||
Daily Reporting The Service Provider will
continue to provide any daily reports currently
provided to the Service Receiver automatically
through email or SAP inbox.
|
11 Postings per Business Unit per Month (month-end processing) |
|||||||||||
Month-End Processing All transactions
posted throughout the month are accounted for at
month end and updates sent to the Service
Receivers Business Units for posting on their
ledger. Reports are sent to Service receiver via
an email or SAP inbox. |
||||||||||||
Year-End Processing All parked documents
as of 12/31 are completed and recreated in the new
fiscal year via an electronic message. |
||||||||||||
1099s Service Provider will consolidate
all transactions posted against vendors labeled as
1099 vendors throughout the year for 1099 issuance
and filing. Service Receiver must continue to
provide any non SAP 1099 data to the Service
Provider and review and obtain W-9 for all One Time
Vendor requests for 1099 compliance. |
||||||||||||
Accounts Payable and Supplier Payment Audit Support: | ||||||||||||
The Service Provider will continue to
provide existing reporting, invoice copies, and
payment information (in conjunction with Treasury)
upon audit request. Service Receiver will be
responsible for transactions for which Service
Provider systems are not the system of record. |
6
Minimum | ||||||||||||
BAU | Service | |||||||||||
Transaction | Period | Service | ||||||||||
Service # | Service Name | Description of Service | Volume | (in mo.) | Charge | |||||||
Provide application support services for P2P Delivery Environment, which consists of SAP, Vendor Portal, Taxware, OpenText, and Interface Infrastructure MQ and XI (MQ support is only on Providers MQ): | ||||||||||||
SS-AP-SP -02
|
P2P Delivery Environment Application Support Services |
P2P Delivery Environment Support &
Maintenance Service Provider will monitor
incident resolution requests; and recommend and
implement incident resolution. Service Provider
will identify and communicate breaks in
application, develop solution to address break, and
implement fixes to resolve break. Service Provide
reserves the right to charge time and material for
a Service Receiver initiated break which requires
greater than 8 hours to resolve. Service Provider
will maintain production batch schedule, assess
impact of failed batch jobs, and adjust schedule to
account for batch job failures and delays. Service
Provider will execute web server and application
server configuration changes; and monitor and
maintain application administration. Service
Provider will provide SAP Basis support,
development support for the P2P Delivery
Environment, and configuration management in
support of business as usual activities (excludes
enhancement requests by Service Receiver).
Requests for support and maintenance will be
submitted and tracked via Service Provider Help
Desk ticket.
|
534 SAP Users 241,547 Invoice Postings per Year 44,022 New Purchase Orders Created per Year |
|||||||||
Service Provider will publish scheduled down time
which will allow for normal maintenance of the P2P
environment including operating system upgrades;
database maintenance, and other tasks required in
order to keep environment running efficiently.
Ad-Hoc down time will be communicated to Service
Receiver with 3 business days advance notice where
possible. |
||||||||||||
P2P Delivery Environment Testing Support -
Support of Receiver requested testing cycles are
included in services during the TSA with the
following exceptions to be treated as supplemental
services and charged via Time and Materials Based
on Additional Pricing Section: |
||||||||||||
Testing requiring a client refresh more
than twice a year. |
||||||||||||
Test requiring run and verification of a
full month-end close where Provider and Receiver
are not in consensus that the change has an impact
to month-end close. |
7
Scenario | One-Time Setup Fees | Monthly Fees | ||
Service Volume within
BAU [Note: BAU
already includes +/-
10% of
pre-distribution date
volumes]
|
No incremental one-time fees when Service Receiver utilizes services and structure as-is with no changes under this agreement | Steady-State fee structure for requisite service as documented below | ||
Service Volume
greater or less than
BAU
|
Service Provider will develop a commercially reasonable quote for acceptance by the Service Receiver provided the Service Receiver utilizes services and structure as-is with no significant changes under this agreement | Service Provider will develop a commercially reasonable quote for acceptance by the Service Receiver incremental to the base service costs documented below for the requisite service |
8
Service # | Service Name | Description of Service | Service Charge ($/hour) | |||
SS-AP-SP -03
|
Accounts Payable and Supplier Payment & P2P Delivery Environment Migration | Service Provider will
make commercially
reasonable efforts to
assist Service
Receiver in exiting
of this agreement.
These efforts
include:
Support of
data extraction
requests from the
Service Receiver
Providing
Subject Matter
Expertise in helping
the Service Receiver
understand current
state business
processes, and
current state
functional data
mapping |
Time and Materials Based on Additional Pricing Section | |||
SS-AP-SP -04
|
Accounts Payable
and Supplier
Payment & P2P
Delivery Environment Knowledge Transfer |
Service Provider will
provide the following
knowledge transfer
services: Existing
non-sensitive
documentation
maintained by the
Service Provider will
be given to the
Service Receiver as
it relates to
Accounts Payable and
Supplier Payment;
Sales and Use Tax;
and P2P Delivery
Environment services |
Time and Materials Based on Additional Pricing Section |
9
| If Service Receiver or their Supplier(s) provides inaccurate information to Service Provider it will be the responsibility of the Service Receiver to rectify any problems and bear extraordinary cost and external fees incurred to rectify the issue. | |
| The Service Receiver, will strive to see that all invoices sent by their Suppliers are sent directly to Seneca Falls and must reference a valid Purchase Order number (where applicable), in order for the Service Provider to meet existing Service Levels. | |
| Any external fees associated with late returns due to the Service Receiver missing these requirements (3 bullets below) is the responsibility of the Service Receiver | |
| The Service Receiver will furnish to the Service Provider relevant and accurate Sales and Use tax data by the end of the second week after each month end closing or the 10th of the month, whichever comes first. | |
| The Service Receiver will be responsible to register with appropriate Taxing Authorities for any new locations (Business Units). The Service Receiver will ensure that the applicable tax registration information will be provided to the Service Provider in a timely fashion. | |
| The Service Receiver will be responsible for updating and maintaining any changes with existing registrations with Taxing Authorities. Notification of changes will be provided to the Service Provider, if applicable. | |
| The Service Receiver is required to ensure accuracy of the vendor master records used in the transactions including: address, and terms from the vendor master or Purchase Order. The Service Provider is responsible for vendor remit to maintenance and accuracy. | |
| The Service Receiver is responsible for the cost and outstanding liabilities of any additional Service Receiver location, not found in Attachment A, prior to the Service Provider providing services. | |
| Service Receiver will maintain the interfaces documented in Attachment B. | |
| Service Receiver must have one of following the ERP systems active and maintained along with associated interfaces for the duration this agreement is in effect: Order Management System (OMS) and Infinium. |
10
| Service Receiver must have MQ Series active and maintained for the duration this agreement is in effect. | |
| Service Receiver will support testing as required for changes implemented by Service Provider for BAU enhancements or where mandated by any 3rd party vendor support, e.g. SAP. Where enhancements require extensive testing by the Service Receiver, Service Provider will get approval from Service Receiver. | |
| Security and access controls will be maintained as set forth in the Master Services Agreement. |
11
Location | Low | Medium | High | |||||||||
USA |
$ | 75 | $ | 100 | $ | 125 | ||||||
Greece |
$ | 35 | $ | 46 | $ | 58 | ||||||
Mexico |
$ | 19 | $ | 25 | $ | 31 | ||||||
Sweden |
$ | 75 | $ | 100 | $ | 125 |
12
Pre-day 1 | ||||
Company Codes | Company name | City | ||
1005
|
ITT Communication Systems | Fort Wayne | ||
1010
|
ITT Electronic Warfare/Electronic Systems | Clifton | ||
1018
|
ITT Defense HQ | Seneca Falls | ||
1160
|
ITT Advanced Engineering & Sciences | Reston | ||
1165
|
ITT Radar Systems (Gilfillan) | Van Nuys | ||
1170
|
ITT Defense HQ | McLean | ||
1180
|
Night Vision | Roanoke | ||
1185
|
SSD | Rochester | ||
1186
|
SSD | Rochester | ||
1190
|
ITT Communication Information Systems (CIS) |
Colorado Springs | ||
1191
|
Systems HQ | Colorado Springs | ||
1195
|
Systems SSI | Colorado Springs | ||
1198
|
Systems FSIC | Colorado Springs | ||
1199
|
ITT Communication Systems Colorado Springs | Colorado Springs | ||
1200
|
ITT Communication Systems CNS | Charleston |
1) | All times noted are U.S. Eastern Time Zone | ||
2) | Hours quoted are business hours (i.e. Monday Friday excluding local Holidays) only, excludes Saturday and Sunday | ||
3) | A business day equals 24 hours |
13
Interface Name | Business Purpose | Source | Destination | Frequency | ||||
Vendor |
Central Vendor Master Maintenance | Service Provider | Service Receiver | Real-time | ||||
Purchase Order |
Purchase Order add, change, delete | Service Receiver | Service Provider | Real-time | ||||
Receipts |
Receipt posting and reversals | Service Receiver | Service Provider | Real-time | ||||
Invoice Posting |
Invoice posting and reversals | Service Provider | Service Receiver | Real-time | ||||
Invoice Payment |
Payment posting and reversals | Service Provider | Service Receiver | Real-time | ||||
Month End Reconciliation: | ||||||||
ME_APRECLS |
ME A/P trade reclass | Service Provider | Service Receiver | Month End | ||||
ME_FCREVAL |
ME Foreign Currency revaluation | Service Provider | Service Receiver | Month End | ||||
ME_HCR |
ME Headquarter cash reclearing | Service Provider | Service Receiver | Month End | ||||
ME_ICRECFX |
MW Intercompany FX reclass | Service Provider | Service Receiver | Month End | ||||
ME_ICRECLS |
ME Intercompany Payables reclass | Service Provider | Service Receiver | Month End | ||||
ME_OCR |
ME Uncleared Cash reclass | Service Provider | Service Receiver | Month End | ||||
ME_SMLDIFF |
ME Small Difference balancing | Service Provider | Service Receiver | Month End | ||||
ME_SSF |
ME Shared Service Fee P2P | Service Provider | Service Receiver | Month End | ||||
ME_SSFEBUY |
ME Shared Service Fee eBuyITT | Service Provider | Service Receiver | Month End | ||||
ME_TAXRCLS |
ME Sales & Use tax reclass (for self-assessed tax) |
Service Provider | Service Receiver | Month End | ||||
ME_VDPFX |
MW Vendor down payment | Service Provider | Service Receiver | Month End |
14
Name | Title | Phone | ||||
Philip Galluzzi ITT Corporation |
Manager, TDS
Business Relationships & Corporate Travel |
phil.galluzzi@ittcorp.net | ||||
Joe Daniel
|
TSA Manager | joe.daniel@itt.com | ||||
Exelis Inc. |
1
Minimum Service |
||||||||||||
BAU Transaction | Period | |||||||||||
Service # | Service Name | Description of Service | Volume | (in mo.) | Service Charge | |||||||
Provide eBuyITT Invoice Processing Services: | ||||||||||||
eBuyITT Invoice Review The
Service Provider will receive designated
invoice submissions from the Service
Receivers eBuyITT enabled Suppliers (via
EDI transaction or manual entry) and prep
invoices and feed the submitted invoices to
Perfect Commerce. The Service Provider will
use the daily invoice feeds from Perfect
Commerce to prep invoices for financial
back office operations.
|
8,418 Hard Copy Invoices Annually* / 34,693 Invoices Annually |
|||||||||||
eBuyITT Exception Handling and
Resolution The Service Provider will
reconcile and re-validate invoices flagged
with validation errors. Once the invoice
is validated, the Service Provider will
process it as stated above. Mismatched
invoices will not be paid without
resolution.
|
2,800 Transactions Annually |
|||||||||||
SS-eBuyITT- -01
|
eBuyITT Invoice Processing Services |
Invoice Recording & Payment
Processing Service Provider will send the
balanced invoices to an internal business
unit within the Service Provider, on a
daily basis, for additional Accounts
Payable recording and payment processing
for the Service Receiver.
|
8,418 Hard Copy Invoices Annually* / 34,693 Invoices Annually |
|||||||||
Vendor File Maintenance The
Service Provider will receive vendor master
data for new vendor setup from an internal
business unit to perform Vendor File
Maintenance.
|
As Needed Basis | 18 | Cost plus 2% - 10% | |||||||||
Tax Exempt Certificate File
Maintenance The Service Provider will
receive Service Receiver Suppliers tax
exempt vendor certificates from an internal
business unit to maintain tax exempt master
file.
|
8,418 Hard Copy Invoices Annually* / 34,693 Invoices Annually |
|||||||||||
Cost Distribution Services
Service Provider will use validated
invoices as documented above to provide
Service Receiver a cost distribution file
transmitted via FTP and/or email, or
transmitted to an internal business unit
data and centralized tax services via the
current Purchase to pay distribution
process to all Service Receivers business
units that are currently on Purchase to
Pay. The Service Provider will provide cost
distribution and taxability indicators, per
agreed frequency to the Service Receivers
business units that are not currently
supported by the Shared Services Accounts
Payable (P2P) process).
|
As Needed Basis | |||||||||||
eBuyITT Aged-Invoice Workflow
Notification Service Provider will
perform routine communication of aged open
invoices requiring Service Receiver triage
and action.
|
As Needed Basis |
2
* | Note: The BAU transaction volume for hard copy invoices, and not the total invoice volume (i.e., both electronic and hard copy), will be used as the pre-distribution date baseline to calculate changes in service volumes (plus or minus 10%) as defined in the next section. |
Scenario | One-Time Setup Fees | Monthly Fees | ||
Service Volume within
BAU [Note: BAU
already includes +/-
10% of
pre-distribution date
volumes]
|
No incremental one-time fees when Service Receiver utilizes services and structure as-is with no changes under this agreement | Steady-State fee structure for requisite service as documented below | ||
Service Volume greater or less than BAU |
Service Provider will develop a commercially reasonable quote for acceptance by the Service Receiver provided the Service Receiver utilizes services and structure as-is with no significant changes under this agreement | Service Provider will develop a commercially reasonable quote for acceptance by the Service Receiver incremental to the base service costs documented below for the requisite service |
3
Service # | Service Name | Description of Service | Service Charge ($/hour) | |||
Service Provider will make commercially reasonable efforts to assist Service Receiver in exiting of this agreement. These efforts include: | ||||||
SS-eBuyITT-02
|
eBuyITT Invoice Processing Services Migration |
Support of
data extraction
requests from the
Service Receiver |
||||
Providing
Subject Matter
Expertise in helping
the Service Receiver
understand current
state business
processes, and
current state
functional data
mapping
|
Time and Materials Based on Additional Pricing Section | |||||
SS-eBuyITT-03
|
eBuyITT Invoice Processing Services Knowledge Transfer |
Service Provider will provide the following knowledge transfer services: | ||||
Existing
non-sensitive
documentation
maintained by the
Service Provider will
be given to the
Service Receiver as
it relates to eBuyITT
services
|
Time and Materials Based on Additional Pricing Section |
4
| Service Receiver will maintain current Cost Distribution data delivery methodologies (e.g., FTP drop site/email attachment receipt). | |
| If Service Receiver or their suppliers provides inaccurate information to Service Provider it will be the responsibility of the Service Receiver to rectify any problems and bear any costs incurred to rectify the issue. | |
| Security and access controls will be maintained as set forth in the Master Services Agreement. | |
| Service Receiver must actively be engaged on the GSCS Service Agreement from Global Supply Chain Services (GSCS) and utilize Perfect Commerce as the eProcurement platform for the duration this agreement is in effect. |
5
Location | Low | Medium | High | |||||||||
USA |
$ | 75 | $ | 100 | $ | 125 | ||||||
Greece |
$ | 35 | $ | 46 | $ | 58 | ||||||
Mexico |
$ | 19 | $ | 25 | $ | 31 | ||||||
Sweden |
$ | 75 | $ | 100 | $ | 125 |
6
Name | Title | Phone | ||||
Philip Galluzzi ITT Corporation |
Manager, TDS Business Relationships & Corporate Travel |
phil.galluzzi@ittcorp.net | ||||
Joe Daniel
Exelis Inc. |
TSA Manager | joe.daniel@itt.com |
1
Minimum Service | ||||||||||||
BAU Transaction | Period | |||||||||||
Service # | Service Name | Description of Service | Volume | (in mo.) | Service Charge | |||||||
Provide P-Card Transaction Processing Services: | ||||||||||||
P-Card Invoice Review The Service
Provider will receive a notification and data
file from US Bank once monthly containing
transaction details and Company information
for Service Receivers P-Card holders. In
addition, the Service Provider will receive
from an internal business unit an
authorization to proceed with the P-Card File
download. The Service Provider will review
the file, format data for financial
processing, and validate invoices for
completeness and accuracy. The Service
Provider will flag invoices with validation
errors. The Service Provider will use booked
AP invoices to generate proprietary data files
to be sent via email to Service Receivers
Treasury Department for payment settlement.
|
410 Transactions Annually |
|||||||||||
SS-PCard Processing-01 |
P-Card Transaction Processing Services |
P-Card Exception Handling and
Resolution The Service Provider will
reconcile and re-validate invoices flagged
with validation errors. Once the invoice is
validated, the Service Provider will process
it as stated above. Mismatched invoices will
not be paid without resolution. For
processing credits, the Service Provider will
insure that management accounts have monthly
debit balances prior to transmission to
Service Receivers Treasury Department. If a
management account is received as a zero or
credit balance, the Service Provider will
remove credit transactions from being
processed in ascending order until the
management account reflects a debit balance.
The Service Provider will communicate the
removed credits to the internal business unit
for resolution.
|
130 Transactions Annually |
18 | Cost plus 2% - 10% | |||||||
P-Card Cost Distribution The
Service Provider will use validated invoices
as documented above to provide Service
Receiver a Cost Distribution file transmitted
via File Transfer Protocol (FTP) and/or email.
|
21 Transactions per Month |
|||||||||||
P-Card File Maintenance The Service
Provider will perform file maintenance based
on internal business unit approval for new
and/or changes to P-Card holders. Only valid,
internal business unit-approved cardholder
transactions are processed. Three (3)
business days prior notice is required to
maintain P-Card file.
|
As Needed Basis |
2
Scenario | One-Time Setup Fees | Monthly Fees | ||
Service Volume within
BAU [Note: BAU
already includes +/-
10% of
pre-distribution date
volumes]
|
No incremental one-time fees when Service Receiver utilizes services and structure as-is with no changes under this agreement | Steady-State fee structure for requisite service as documented below | ||
Service Volume
greater or less than
BAU
|
Service Provider will develop a commercially reasonable quote for acceptance by the Service Receiver provided the Service Receiver utilizes services and structure as-is with no significant changes under this agreement | Service Provider will develop a commercially reasonable quote for acceptance by the Service Receiver incremental to the base service costs documented below for the requisite service |
3
Service # | Service Name | Description of Service | Service Charge ($/hour) | |||
Service Provider will make commercially reasonable efforts to assist Service Receiver in exiting of this agreement. These efforts include: | ||||||
Support of
data extraction
requests from the
Service Receiver |
||||||
SS-PCard Processing-02 |
P-Card Transaction Processing Migration |
Providing
Subject Matter
Expertise in helping
the Service Receiver
understand current
state business
processes, and
functional data
mapping
|
Time and Materials Based on Additional Pricing Section | |||
Service Provider will provide the following knowledge transfer services: | ||||||
SS-PCard Processing-03 |
P-Card Transaction Processing Knowledge Transfer |
Existing
non-sensitive
documentation
maintained by the
Service Provider will
be given to the
Service Receiver as
it relates to P-Card
Transaction
Processing services
|
Time and Materials Based on Additional Pricing Section |
4
| If Service Receiver, or their Supplier(s), provides inaccurate information to Service Provider it will be the responsibility of the Service Receiver to rectify any problems and bear any costs incurred to rectify the issue. | ||
| Service Receiver, in a separate and independent agreement, must utilize US Bank as the P-Card supplier for the duration this agreement is in effect. | ||
| Service Receiver must actively be engaged on the GSCS Service Agreement from Global Supply Chain Services (GSCS) for the duration this agreement is in effect. | ||
| Service Receiver must maintain current Cost Distribution data delivery methodologies (e.g., FTP drop site/email attachment receipt) and payment settlement interface (Treasury) for the duration this agreement is in effect. | ||
| Security and access controls will be maintained as set forth in the Master Services Agreement. |
5
Location | Low | Medium | High | |||||||||
USA |
$ | 75 | $ | 100 | $ | 125 | ||||||
Greece |
$ | 35 | $ | 46 | $ | 58 | ||||||
Mexico |
$ | 19 | $ | 25 | $ | 31 | ||||||
Sweden |
$ | 75 | $ | 100 | $ | 125 |
6
Name | Title | Phone | ||||
Philip Galluzzi ITT Corporation |
Manager, TDS Business Relationships & Corporate Travel |
phil.galluzzi@ittcorp.net | ||||
Randy McElvain
Exelis Inc.
|
Director, Enterprise Infrastructure Operations |
randy.mcelvain@itt.com |
1
Minimum Service | ||||||||||||
BAU Transaction | Period | |||||||||||
Service # | Service Name | Description of Service | Volume | (in mo.) | Service Charge | |||||||
Provide Telecom Invoice Processing (TAPS) Services: | ||||||||||||
TAPS supplier
statements The
Service Provider will
receive Service
Receivers current
Primary Telecom
Service Supplier
statements monthly.
The statements are
transmitted via EDI,
or entered manually
via paper statements,
to the Service
Provider. To produce
balanced TAPS
statements, the
Service Provider will
perform various
validation and
duplication
protection routines
with criteria
including Master
Control Number,
Account number, and
AT&T Statement
numbers. Only total
current charges are
recognized in the
TAPS system for
processing each
month.
|
2,700 Transactions Annually |
|||||||||||
SS-TAPS-01
|
Telecom Invoice Processing Services (TAPS) |
TAPS
Exception Handling
and Resolution -
Service Provider will
reconcile accounts
that failed
validation. The
Service Provider will
make commercially
reasonable efforts to
gain resolution from
the Service Receiver,
to produce resolved
accounts that are
ready for financial
processing. Accounts
that fail validation
are not paid without
resolution.
|
90 Transactions Annually |
9 | Cost plus 2% - 10% | |||||||
Invoice
Recording & Payment
Processing Service
Provider will send
the balanced invoices
to an internal
business unit within
the Service Provider,
on a monthly basis,
for additional
Accounts Payable
recording and payment
processing for the
Service Receiver.
|
2,700 Transactions Annually |
|||||||||||
TAPS Cost
Distribution The
Service Provider will
transmit to the
Service Receiver a
Cost Distribution
file from the
processed validated
Statements, Service
Provider will
transmit this file
via FTP and/or email
to the Service
Receiver.
|
27 Transactions per Month |
|||||||||||
TAPS Customer
File Maintenance
The Service Provider
will perform Customer
File Maintenance
after receiving a
Change Request from
the Service Receiver.
Only valid, ITT
Customer accounts and
Statements are
processed. Three (3)
business days prior
notice are required
to maintain the
Customer file.
|
45 Transactions Annually |
2
Scenario | One-Time Setup Fees | Monthly Fees | ||
Service Volume within
BAU [Note: BAU
already includes +/-
10% of
pre-distribution
volumes]
|
No incremental one-time fees when Service Receiver utilizes services and structure as-is with no changes under this agreement | Steady-State fee structure for requisite service as documented in this agreement | ||
Service Volume greater or less than BAU |
Service Provider will develop a commercially reasonable quote for acceptance by the Service Receiver provided the Service Receiver utilizes services and structure as-is with no significant changes under this agreement | Service Provider will develop a commercially reasonable quote for acceptance by the Service Receiver incremental to the base service costs documented below for the requisite service |
3
Service # | Service Name | Description of Service | Service Charge ($/hour) | |||
Service Provider will make commercially reasonable efforts to assist Service Receiver in exiting of this agreement. These efforts include: | ||||||
Support of
data extraction
requests from the
Service Receiver |
||||||
SS-TAPS-02
|
Telecom Invoice Processing (TAPS) Migration |
Providing
Subject Matter
Expertise in helping
the Service Receiver
understand current
state business
processes and
functional data
mapping
|
Time and Materials Based on Additional Pricing Section | |||
Service Provider will provide the following knowledge transfer services: | ||||||
SS-TAPS-03
|
Telcom Invoice Processing (TAPS) Knowledge Transfer |
Existing
non-sensitive
documentation
maintained by the
Service Provider will
be given to the
Service Receiver as
it relates to Telecom
Invoice Processing
(TAPS) services
|
Time and Materials Based on Additional Pricing Section |
4
| Security and access controls will be maintained as set forth in the Master Services Agreement. | |
| If Service Receiver, or their Supplier(s), sends inaccurate data to Service Provider it will be the responsibility of the Service Receiver to rectify any problems and bear any costs incurred to rectify the issue. | |
| Service Receiver must actively be engaged on the Accounts Payable and Supplier Payment TSA for the duration this agreement is in effect. | |
| Service Receiver must actively be engaged in the circuitry configuration and inventory control of their networks and have Subject Matter Experts (SME) available to assist with statement processing discrepancies. | |
| Service Receiver, in a separate and independent agreement, must utilize AT&T as the telecommunication data vendor. | |
| Service Receiver will maintain current Cost Distribution data delivery methodologies (e.g., FTP drop site/email attachment receipt). |
5
Location | Low | Medium | High | |||||||||
USA |
$ | 75 | $ | 100 | $ | 125 | ||||||
Greece |
$ | 35 | $ | 46 | $ | 58 | ||||||
Mexico |
$ | 19 | $ | 25 | $ | 31 | ||||||
Sweden |
$ | 75 | $ | 100 | $ | 125 |
6
Name | Title | Phone | ||||
Service Providers Contact ITT Corporation Deborah Macchia Lisa Munoz Thomas Hickey Service Recipients Contact Exelis Inc. Bill Bonk John Brown |
Mgr, Benefits Planning and Administration Benefits Analyst Manager, Benefits Financial Reporting Director of Global Benefits Manager of Benefits Administration. |
[ ] |
Deb.macchia@itt.com Lisa.munoz@itt.com Thomas.hickey@itt.com Bill.bonk@itt.com John.Brown@itt.com |
2
| Monthly Premium billing. | ||
| Monthly administrative services billing (for administrative services billed on an hourly basis. See Additional Pricing section for Hourly Rates). | ||
| See General Service Description for a description of payments and billing hereunder. See Pricing for a description of the Headcount True-Up (as defined below) and reconciliation for IBNR (as defined below) Claims. | ||
| Claims processing |
| All Vendor Claims process will remain unchanged from the process as used during the 12-month period prior to the Distribution Date. | ||
| The Claims appeal process will not change from the process as used during the 12-month period prior to the Distribution Date. Empire/Anthem/Medco, MetLife and SHPS will handle all appeals as provided under the Employee Retirement Income Security Act. Once all such appeals have been exhausted, escalations will be handled by Service Provider. | ||
| Service Provider will pay all Claims incurred during the 2011 Plan Year. |
| Eligibility |
| All eligibility adjustments (adding dependents, new hires, ect.) will be handled by local Service Recipient HR through the Infinium interface. | ||
| The Service Recipient may add or remove employees/dependants to coverage in accordance with the terms of the Plans, generally upon a qualifying event, new hire or termination. These rules will be the same rules in effect immediately prior to Distribution Date and will remain in effect until January 31, 2012. | ||
| Manual adjustments to eligibility will be handled directly with the Vendors by authorized Service Recipient local HR. These adjustments will be one off type adjustments that cannot be made through Infinium due to timing. | ||
| All file transmissions to Vendors will be handled by the Exelis Inc. Fort Wayne Shared Service team under the HR/Payroll/Benefits Transition Services Agreement. |
3
| All files normally maintained manually by the Service Recipient local HR departments during the twelve (12) month period prior to the Distribution Date will remain unchanged. | ||
| COBRA qualifying events notices will be handled by SHPS. Service Recipient Local HR department will notify SHPS of termination of employment (as is the current practice in the twelve (12) months prior to Distribution Date). SHPS will provide election notice to Covered Employees with appropriate coverages. There is a separate Letter of Intent with SHPS, attached as Appendix B. |
| Claims payment |
| All Covered Employee Claims made under the Plans and incurred for the 2011 Plan Year will be paid by Service Provider. | ||
| Vendor administrative service charges for the 2011 Plan Year will be paid by Service Provider. | ||
| Empire and MetLife maintain bank accounts which Service Provider funds daily to pay claims. Each Vendor will separate claims paid by claims incurred date. | ||
| Service Provider will pay all Medical and Dental Claims incurred for the 2011 Plan Year, but submitted for payment after the end of the 2011 Plan Year but no later than allowed under the terms of the applicable Plan. | ||
| MEDCO invoices bi-weekly for claims paid. Service Provider will pay for all MEDCO claims incurred for the 2011 Plan Year. |
| Service Recipient will provide accurate and timely employee enrollments via Infinium. | ||
| Service Recipient will research eligibility issues as needed. | ||
| In case of inaccurate data sent to Service Provider it will be the responsibility of the Service Recipient to rectify any problems and assessments incurred. | ||
| Local Human Resources/Benefits departments will support Covered Employees. |
4
5
Basic | ||||||||||||
Rating | Employee | Employee | ||||||||||
Band | Only | +1 | Family | |||||||||
Band 1 |
||||||||||||
Band 2 |
||||||||||||
Band 3 |
||||||||||||
Sand 4 |
||||||||||||
Sand 5 |
Enhanced | ||||||||||||
Rating | Employee | Employee | ||||||||||
Band | Only | +1 | Family | |||||||||
Band 1 |
||||||||||||
Band 2 |
||||||||||||
Band 3 |
||||||||||||
Band 4 |
||||||||||||
Band 5 |
EPO | ||||||||||||
Rating | Employee | Employee | ||||||||||
Band | Only | +1 | Family | |||||||||
Band 1 |
||||||||||||
Band 2 |
||||||||||||
Band 3 |
||||||||||||
Band 4 |
||||||||||||
Band 5 |
HDHP | ||||||||||||
Rating | Employee | Employee | ||||||||||
Band | Only | +1 | Family | |||||||||
Band 1 |
||||||||||||
Band 2 |
||||||||||||
Band 3 |
||||||||||||
Sand 4 |
||||||||||||
Band 5 |
6
MetLife Dental | ||||||||||||
EE | EE+1 | Family | ||||||||||
General Category of Employee | Hourly Rate | |||
1. Secretarial/Administrative |
$ | 50.00 | ||
2. Non-Executive |
$ | 100.00 | ||
3. Executive |
$ | 150.00 |
7
| Reconciliation for Incurred But Not Reported (IBNR) Claims |
| The premiums collected from Service Recipient hereunder will be credited to Service Providers active medical ledger. | ||
| The amount that Service Provider should hold in reserve to cover payment for all IBNR Claims incurred for the 2011 Plan Year shall be calculated in accordance with the following procedures: |
| This calculation will be made by June 30, 2012 using the same methods, assumptions, processes, etc. as used during the 12-month period prior to the Distribution Date to calculate the IBNR Claim reserve remaining to pay Claims incurred before January 1, 2012, but paid after June 30, 2012. | ||
| Service Provider and Service Recipient will engage Towers Watson, or such other person as the parties may agree to engage (the Calculation Agent), to calculate the target level of the IBNR claim reserve, whose determination shall be binding and conclusive on the Service Provider and Service Recipient. | ||
| The IBNR Claim reserve will have its final reconciliation calculated the Calculation Agent by June 30, 2012. |
| If the amount held for the IBNR Claim reserve is greater than the target level of the IBNR Claim reserve, as determined herein, within ten (10) Business Days of Service Provider being notified of such determination by the Calculation Agent, Service Provider shall pay its proportionate amount to Service Recipient (based upon Service Recipients number of Covered Employees (as of December 31, 2011) in relation to the total number of Covered Employees (for all of the Parties to the Agreement) in the IBNR Claim reserve pool (as of December 31, 2011) (the Proportionate Amount)), required, when included with the Proportionate Amounts to be paid to the other Parties to the Agreement, required to bring the amount held for the IBNR Claim reserve to its targeted level, as determined by the Calculation Agent. | ||
| If the amount held for the IBNR Claim reserve is less than the target level of the IBNR claim reserve, as determined herein, within ten (10) Business Days of Service Recipient being notified of such determination by the Calculation Agent and its Proportionate Amount by the Service Provider, Service Recipient shall pay its Proportionate Amount to Service Provider, required, when included with the Proportionate Amounts to be paid by the other Parties to the Agreement, |
8
necessary to bring the amount held for the IBNR Claim reserve to its targeted level, as determined by the Calculation Agent. |
9
Unit | Value Center | Grand Total | ||
FTC-HQ
|
HQ | |||
Motion and Flow Controls HQ
|
HQ | |||
ITT Heat Transfer
|
RCW | |||
ITT Bell & Gossett Division
|
RCW | |||
Rule Industries
|
Flow Controls | |||
Sanitaire (WPCC)
|
WWW | |||
AC Custom Pump
|
IP | |||
Flo-Jet
|
Flow Controls | |||
Sanitaire Royce
|
WWW | |||
Sanitaire WET
|
RCW | |||
Flowtronex
|
RCW | |||
RCW
|
RCW | |||
ITT Water Technology, Inc.
|
RCW | |||
Texas Turbine Operations-Lubbock
|
RCW | |||
Flygt Florida
|
WWW | |||
Leopold Salary
|
WWW | |||
WEDECO
|
WWW | |||
ITT Flygt Corp.
|
WWW | |||
Flygt-Indiana
|
WWW | |||
Laing
|
RCW | |||
Nova Analytics
|
ITT Analytics | |||
Global Water Instruments
|
ITT Analytics | |||
Bellingham and Stanley
|
ITT Analytics | |||
Aanderaa Data Instruments
|
ITT Analytics |
10
1. Services
|
Beginning on or about June 1, 2011, Company will begin implementation services to set up ITT and Water. Company will continue providing ongoing Services to the Client, including Defense, ITT and Water populations, until the Separation Date. | |
2. Termination
Fee
|
Company agrees to defer implementation Fees in an amount of . Of this amount, shall be with respect to ITT ( for COBRA and for FSA, respectively) and shall be with respect to Water (for COBRA and for FSA, respectively) (the Deferred Implementation Fees) over the period between January 1, 2012 and December 31, 2012, which will be included in the new agreements. In the event the Service Agreement is terminated for any reason prior to the expiration the Separation Date the Client shall pay Company the Deferred Implementation Fees in accordance with the payment terms set forth in the Service Agreement. |
11
Name | Title | Phone | ||||
Service Providers
Contact |
||||||
ITT Corporation Conrad Arnold |
Director Human Resources | Conrad.arnold@itt.com | ||||
Service Recipients
Contact |
||||||
Exelis Inc.
Caroline Hunt
|
Sr. Mgr., Benefits. | Caroline.hunt@itt.com |
1
| Monthly premium billing. | ||
| Monthly administrative services billing (for administrative services billed on an hourly basis. See Additional Pricing section for Hourly Rates). |
| Administration as needed on daily basis for the Benefit Plans. The Service Provider will provide all services that were provided during the twelve (12) months prior to the |
2
Distribution Date. The Service Provider will maintain the same level of service provided during the twelve (12) months prior to the Distribution Date. |
| Answer any questions pertaining to medical coverage. | ||
| Assist in resolving any issues that may arise regarding, medical coverage, ex. Claims, Medicare questions, etc. | ||
| Add employees/dependents to the Medical coverage as needed. | ||
| Reconcile and pay premiums from Medical carriers pertaining to the Exelis employees. |
| Should the Service Recipient need services not provided during the twelve (12) months prior to the Distribution Date, the parties will negotiate in good faith to determine any additional cost involved in the services |
3
Coverage | Employee | |||||
(Invoicing for medical/dental premiums
Only as noted below): |
||||||
BluePoint POS (FSS) Active |
||||||
Employee | ||||||
Employee + 1 | ||||||
Employee + Child(ren) | ||||||
Family | ||||||
Dental (FSS) Active |
||||||
Employee | ||||||
Employee + 1 | ||||||
Family |
4
General Category of Employee | Hourly Rate | |||
1. Secretarial/Administrative |
$ | 50.00 | ||
2. Non-Executive |
$ | 100.00 | ||
3. Executive |
$ | 150.00 |
5
Name | Title | Phone | ||||
Karla Viglasky ITT Corporation |
Chief Information Officer | karla.viglasky@itt.com | ||||
Ray DeLuke
Exelis Inc. |
Chief Information Officer | ray.deluke@itt.com | ||||
1
Minimum | ||||||||||
BAU | Service | |||||||||
Service | Transaction | Period | Service | |||||||
Service # | Name | Description of Service | Volume | (in mo.) | Charge | |||||
Provide Post Spin Hypercare support services: | ||||||||||
Facility Shutdown Services Service Provider will provide Service Receiver with Facility Shutdown services that include: | ||||||||||
Disposition of network and computer assets |
||||||||||
Disposition of furniture and miscellaneous
equipment; boxing of HR files, ITT logo, posters, etc. |
||||||||||
Maintain working environment for remaining
employees |
||||||||||
Control the activation and deactivation of
access cards |
||||||||||
Close all third party contracts with vendors,
such as food, vending machines, cable, printers,
cleaning, etc. |
||||||||||
Program Shutdown Services Service Provider will provide Service Receiver with Program Shutdown services that include: |
||||||||||
IT-Hypercare-01
|
Hypercare Support Services |
Crisis management for final cutover, to ensure
all projects go live on spin date
|
3* | Cost plus 2% - 10% | ||||||
Command center support and ramp down |
||||||||||
Access to TPMO and IT-SS Connect sites through
ITT Co. Active Directory and VPN accounts for up to 20
people |
||||||||||
Financial Support Services Service Provider will provide Service Receiver with financial support services that include: | ||||||||||
Purchase Order (invoice payment) and Contract
management for suppliers assisting with separation |
||||||||||
Miscellaneous Support Services Service Provider will provide Service Receiver with supplemental and miscellaneous project support services that include: | ||||||||||
Project management, strategy development,
infrastructure consulting, etc. Prioritization and
resource allocation for these services will be jointly
agreed to by CIOs. |
||||||||||
All requests for support will be directed to and coordinated through Cindy Hoots. |
* | TSA duration will end on 12/31/2011 regardless of actual spin-date. | |
** | Costs represent salary expense (no retention or severance) and additional facility charges for the Hanover location. |
2
| Security and access controls will be maintained as set forth in the Master Services Agreement. | ||
| Travel and expenses will be paid by the requesting organization. |
3
Name | Title | Phone | ||||
Service Providers
Contact |
||||||
Daryl Bowker
|
Director, ITT Shared Services |
Daryl.Bowker@itt.com | ||||
William Feher
|
VP, ITT Internal Audit | William.Feher@itt.com | ||||
Service Recipients
Contact |
||||||
Joe Daniel
|
ITT Exelis, Asst Controller | Joe.Daniel@itt.com | ||||
Mark Quirk
|
ITT Exelis, Senior Compliance Mgr |
Mark.Quirk@itt.com |
A-1
| Related to the Service Provider Head Quarters (White Plains) records: |
| The attached work plan (Schedule XX.xls) has been developed to ensure all required records are copied prior to the separation of the Company. Continued access to these records are required after the split. | ||
| Access to the above identified Service Provider (White Plains NY) records is to enable Service Receiver personnel to retrieve, copy, and scan these records (2006 through 2011) to support future DCAA/DCMA audits. | ||
| In addition, the Service Provider agrees to provide supporting documentation in cases where the aforementioned work plan did not meet the needs of future DCAA/DCMA audit scope (i.e. DCAA asks for a consulting agreement or journal entry support that was not part of the scope the Service Receiver Data Retention Work Plan). See attached worksheet called DCAA Audit Records Work Plan. | ||
| The Service Provider agrees to retain, to the maximum extent possible, the contracts/consultant agreements that have been booked to the ITTHQ Incurred Cost General Ledger for the open audit years 2006 through 2011, as these documents as part of the DCAA audit universe. | ||
| The SREEs require a copier/scanner in order that the records can be copied and scanned. The ability to electronically scan records to an ITTCo archive location will also be required. |
| Related to the ITT Shared Services data and records, the following has been agreed upon: |
1. | Service Provider (ITT Shared Services which includes ITT Transportation and Distribution Services (TDS), ITT Financial Shared Services (FRC), ITT Enterprise Infrastructure (EI), and ITT Global Strategic Sourcing (GSS)) to provide the following system-generated General Ledgers in PDF format to Service Receiver, within 36 months after the Distribution Date: |
| Company 20 (TDS) GL Summary by Account CYs 2006 2011 | ||
| Company 30 (FRC) GL Summary by Account CYs 2006 2011 | ||
| Company 50 (EI) GL Summary by Account CYs 2006 2011 | ||
| Company 40 (GSS) GL Summary by Account CYs 2006-2011 (where applicable). |
The Service Provider and Service Receiver will work together to investigate the commercial feasibility of replicating and licensing an instance of PRMS to enable Service Receiver to obtain a soft copy of the General Ledgers by Account for the Shared Service Companies noted in 1 above (Companies 20. 30 50, and 40). All costs, including but not limited to, third party costs, costs for licensing, costs for pruning the data of IP & WTG data which also resides in the shared files, and costs incurred by the Provider for this effort shall be born 100% by the Service Receiver. | |||
2. | The Service Provider (ITT Shared Services) will provide the mapping and supporting documentation to the Service Receiver, as described in this Schedule for CYs 2008 through 2011. | ||
3. | Service Provider (ITT Shared Services) will provide Data Custodian Audit Support (supporting the DCAA audit without mapping and copying the supporting documentation for all applicable costs) for CYs 2006 2007. Service Provider will provide supporting documentation on a DCAA audit as required basis for CYs 2006 2007. | ||
4. | The Service Provider will provide the Service Receiver Knowledge Transfer as it relates to research, retrieval, explanation, and replication of the items listed in Section #s 6 through # 8 below for CYs 2008 through 2011. The Service Provider will use commercially reasonable efforts to transfer the knowledge held by its employees as it relates to research, retrieval, explanation and replication of the items listed in Sections 6 through 8 below for calendar years 2008 through 2011. The knowledge transfer shall take place through multiple meetings at the Service Providers location at mutually convenient times over the term of this Schedule. | ||
5. | The following items related to the Shared Service GLs listed above will be delivered in hardcopy or scanned format to Service Provider, within 36 months after the Distribution Date: |
a. | Company 20/30/40/50 Intercompany Statements for each year CY 2008 2011 for allocations to ITTHQ, DEHQ, and Defense Business Units. | ||
b. | Allocations process mapping, which includes the budgeted allocations, interim preliminary true up allocations, Final Year-end true ups, and adjustments throughout the year. |
c. | Both Parties will work together to jointly determine the items that make up the significant portion of the allocation (which shall not be less than 80% of the actual annual cost) in order that those items be copied/scanned and provided to the Service Receiver. This effort will be a Best Efforts Level of Effort, which means the Service Provider would be empowered to hire additional employees or temporary workers and contract for significant overtime to accomplish the effort and all such costs would be born 100% by the Service Receiver, but in no case is the Service Provider required to focus so much effort on this task that its business is disrupted. In addition, the Service Provider will provide supporting documentation in cases where the aforementioned work plan did not meet the needs of future DCAA/DCMA audit scope (i.e. DCAA asks for a consulting agreement or journal entry support that was not part of the scope the ITT Exelis Data Retention Work Plan). | ||
d. | Supporting Journal Entries (JE) and JE Source data for the Intercompany Statements listed in 6.a. above for those units that submit annual incurred cost submissions to the US Government. |
i. | This list of units is identified in the attachment called List of Defense Units for DCAA TSA. |
e. | Mapping of how the Annual GL amounts relate to the True-ups performed and allocated to ITTHQ, DEHQ, and the Defense BUs. | ||
f. | Related to the GL Summaries listed in 1 above, the Service Provider will provide the following JEs and documentation that supports the annual GLs for the respective Shared Service companies, the following is also required to be provided by the Service Provider: |
i. | Mapping and documenting the process of how the JEs were booked into each GL. | ||
ii. | Supporting JEs for each Cost Centers costs that were allocated to ITTHQ, DEHQ, and the Defense BUs. This list of Cost Centers is included in this TSA as an attachment called List of Defense Units for DCAA TSA.xls in Section 6.d.i. above. |
6. | Related to P2P and SAP invoices, for the years 2006-2011: |
a. | Service Provider will provide electronic SAP P2P Annual Reports of AP Detail by business unit to include such detail as SAP Document #, Invoice #, Account, Vendor, Date, Amount, et al. | ||
b. | Service Receiver will provide these SAP P2P reports, as needed, for the units in the attachment called Defense-SAP.xls, which will not include any additional units other than those supported in similar efforts in the past. | ||
c. | Service Receiver will develop at its own cost a process that will enable Service Receiver to retrieve the PDF version of the Invoice that is attributable to the specific SAP Document Number. These PDF invoices will be electronically copied from the FRC P2P System and maintained on a Service Receiver server for future use. |
d. | Service Provider will retain the original invoices (prior to scanning) for potential DCAA audits of the SAP P2P Imaging system and process until such time that those open audit years are closed., as required by FAR regulations. | ||
e. | A report will be developed jointly by Service Receiver and Service Provider to enable an audit trail linking the aforementioned SAP Document Number to the Citibank ACH for proof of payment to the DCAA auditors. | ||
f. | Service Provider will copy and provide Bank Statements to Service Receiver for use as 3rd party proof of payment for the DCAA auditors. |
7. | Related to Program BEST: |
a. | Service Provider will provide the basis of allocation of Program BEST CY 2008 through 2010 actuals to the 4 Defense Value Centers. |
i. | Service Provider will provide copies of GL ledger details (and supporting JEs and source documentation) to support the future DCAA audit of these Program BEST costs. |
b. | Service Provider to provide details and support for the disposition of Program BEST |
| Fixed assets on the books of the Service Provider as of the date of the Distribution Date will remain the property of the Service Provider during and at the end of the term. | ||
| Fixed assets on the books of the Service Receiver as of the Distribution Date will remain the property of the Service Receiver during and at the end of the term. | ||
| Service Receiver shall have the reasonable right to use, and Service Provider shall at all times have exclusive control of, and operate and maintain, the common areas including the pantry in the manner Service Provider may reasonably determine to be appropriate. |
| SREEs will be permitted in the common areas and the specific location assigned to them. They will be provided with ID badges which they must wear at all times. |
| Making any changes to the physical layout of the Premises or any capital improvements. | ||
| Inviting or permitting any other employee or agent or guest of Service Recipient to enter the Premises, other than employees who were former Service Provider employees.- Why would that make a difference? I would think they could not bring any additional folks on site without express written approval from Provider. Service Receiver assumes all responsibility for actions of its employees, agents and guests on the Premises. | ||
| Service Receiver will not be allowed to access the ITT computer network, except where is has been agreed that the Service Receiver will have a Guest ID in order to retrieve audit data/documents scanned to secure archive folders on the ITTCo network. This will be accomplished through the Service Receiver Employees having access to the aforementioned secure archive folder via an ITTCo laptop, setup for these purposes only. The SREEs will also be allowed to access Service Receivers own computer network via wireless or landline data connections on the Premises. | ||
| Service Receiver has no right to sublease, assign or transfer their space, except upon a change of control of Service Receiver in which case only former Service Provider employees will be permitted access to the Premises. | ||
| Service Receiver agrees not to put up any external or internal signs during the term of the agreement. |
| Service Receiver will be required to provide and pay for all support and services required to move out of the Premises at the end of the term. If Service Receiver requires contractors to assist them in moving out of the Premises, Service Receiver agrees to provide Service Provider with proof of adequate contractor insurance coverage prior to contractor entering into the facility and to perform such moves at a mutually agreeable time to the Service Provider. | ||
| Service Receiver agrees to remove all of their personal property from the Premises at the end of the term. Service Receiver must return rented space to pre move in condition, with the exception of the offices, which should be left in an as is condition. |
| Service Receiver agrees to abide by all rules and regulations of the 1133 building set by the landlord including but not limited to those included in the lease between the landlord of the Premises and the Service Provider. | ||
| Service Receiver agrees that all cabling that is used to attach Service Receivers PCs to the IT infrastructure will remain the property of the Service Provider and will not be removed by the Service Receiver at the end of the term. | ||
| The SREEs will be required to show proper identification to enter the Premises as determined by the Service Provider | ||
| Service Receiver will enter into its own contract for phone service at the Premises and all costs associated with this contract will be paid for by Service Receiver. |
During 2011
|
Cost plus 2% - 10% per month for SREEs space | |
Cost plus 2% - 10% per month for DCAAs space | ||
From January 1, 2012 through the
|
Cost plus 2% - 10% per month for SREEs space | |
Maximum Occupancy Term
|
Cost plus 2% - 10% per month for DCAAs space |
No early termination fee or make-whole fee will be due if the Service Receipient or the DCAA determines to leave the Premises early. The aforementioned pricing does not include the cost of a separate printer or scanner that may need to be separately leased. |
| Direct hours billed by level | ||
| T&M Billing rate | ||
| Detail of other direct reimbursable charges | ||
| Scope of work performed |
One (1) Staff-level Individual T&M Rate
|
Cost plus 2% - 10% | |||
One (1) Management-level Individual T&M Rate
|
Cost plus 2% - 10% |
One (1) Staff-level Individual T&M Rate
|
Cost plus 2% - 10% | |||
One (1) Management-level Individual T&M Rate
|
Cost plus 2% - 10% |
Year, if | Dept | Complete | ||||||||||||
# | Description | applicable | Affected | (Y/N) | Comments | |||||||||
1
|
Provide PMO (Gerstner) with1!st Draft of Work Plan | N/A | DEHQ | Y | ||||||||||
2
|
Send mass eMail to all affected parties, stating general overview | N/A | ALL | Y | ||||||||||
3
|
Meet with FRC to discuss scope | N/A | Seneca Falls Shared Services (FRC/EI/TDS) | Y | ||||||||||
4
|
Meet with FWSS (Acctg) to discuss scope | N/A | FWSS Acctg | |||||||||||
5
|
Meet withFWSS (Payroll)to discuss scope | N/A | FWSS Payroll | |||||||||||
6
|
Meet with FWSS (Travel)to discuss scope | N/A | FWSS Travel | |||||||||||
7
|
Meet with HQ Controllers to discuss scope | N/A | HQ Controllers | Y | ||||||||||
8
|
Meet withHQ Corp Responsibility to discuss scope | N/A | HQ Corp Responsibility | Y | ||||||||||
9
|
Meet with HQ Flight Ops Dept to discuss scope | N/A | HQ Flight Ops Dept | |||||||||||
10
|
Meet with HQ Human Resources to discuss scope | N/A | HQ Human Resources | Y | ||||||||||
11
|
Meet with Hq Internal Audit to discuss scope | N/A | HQ Internal Audit | Y | ||||||||||
12
|
Meet with HQ Legal Dept l to discuss scope | N/A | HQ Legal | Y |
Year, if | Dept | Complete | ||||||||||||
# | Description | applicable | Affected | (Y/N) | Comments | |||||||||
13
|
Meet with HQ Pension/Benefits Dept to discuss scope | N/A | HQ Pension Dept | Y | ||||||||||
14
|
Meet with HQ Tax Dept to discuss scope | N/A | HQ Tax | Y | ||||||||||
15
|
Meet with HQ Treasury Dept to discuss scope | N/A | HQ Treasury | Y | ||||||||||
16
|
Initiate contract with Interns to copy in-house ITT Records | N/A | HQ Human Resources | Y | ||||||||||
18
|
Initiate contract with NOVA to copy Archived ITT Records | N/A | GSS | |||||||||||
19
|
Download ITT HQ General Ledger (Company 600) (.PDF & .txt formats) | 2006 | HQ Controllers | |||||||||||
20
|
Download ITT HQ General Ledger (Company 600) (.PDF & .txt formats) | 2007 | HQ Controllers | |||||||||||
21
|
Download ITT HQ General Ledger (Company 600) (.PDF & .txt formats) | 2008 | HQ Controllers | |||||||||||
22
|
Download ITT HQ General Ledger (Company 600) (.PDF & .txt formats) | 2009 | HQ Controllers | |||||||||||
23
|
Download ITT HQ General Ledger (Company 600) (.PDF & .txt formats) | 2010 | HQ Controllers | |||||||||||
24
|
Download ITT HQ General Ledger (Company 600) (.PDF & .txt formats) | 2011 | HQ Controllers |
Year, if | Dept | Complete | ||||||||||||
# | Description | applicable | Affected | (Y/N) | Comments | |||||||||
25
|
Download ITT HQ A&G Summary Report (Company 600)(.PDF & ..txt formats) | 2006 | HQ Controllers | |||||||||||
26
|
Download ITT HQ A&G Summary Report (Company 600)(.PDF & ..txt formats) | 2007 | HQ Controllers | |||||||||||
27
|
Download ITT HQ A&G Summary Report (Company 600)(.PDF & ..txt formats) | 2008 | HQ Controllers | |||||||||||
28
|
Download ITT HQ A&G Summary Report (Company 600)(.PDF & ..txt formats) | 2009 | HQ Controllers | |||||||||||
29
|
Download ITT HQ A&G Summary Report (Company 600)(.PDF & ..txt formats) | 2010 | HQ Controllers | |||||||||||
30
|
Download ITT HQ A&G Summary Report (Company 600)(.PDF & ..txt formats) | 2011 | HQ Controllers | |||||||||||
31
|
Download ITT HQ A&G Detail Report (Company 600)(.PDF & .txt formats) | 2006 | HQ Controllers | |||||||||||
32
|
Download ITT HQ A&G Detail Report (Company 600)(.PDF & .txt formats) | 2007 | HQ Controllers | |||||||||||
33
|
Download ITT HQ A&G Detail Report (Company 600)(.PDF & .txt formats) | 2008 | HQ Controllers | |||||||||||
34
|
Download ITT HQ A&G Detail Report (Company 600)(.PDF & .txt formats) | 2009 | HQ Controllers | |||||||||||
35
|
Download ITT HQ A&G Detail Report (Company 600)(.PDF & .txt formats) | 2010 | HQ Controllers |
Year, if | Dept | Complete | ||||||||||||
# | Description | applicable | Affected | (Y/N) | Comments | |||||||||
36
|
Download ITT HQ A&G Detail Report (Company 600)(.PDF & .txt formats) | 2011 | HQ Controllers | |||||||||||
37
|
Copy ITT HQ Infinuim Voucher Registers (Hardcopy) | 2006 | HQ Controllers | |||||||||||
38
|
Copy ITT HQ Infinuim Voucher Registers (Hardcopy) | 2007 | HQ Controllers | |||||||||||
39
|
Original Hardcopy Invoices/Checks to support ITTHQ Infinium Voucher Registers (and .txt or .xls version, if available) | 2006 | HQ Controllers | |||||||||||
40
|
Original Hardcopy Invoices/Checks to support ITTHQ Infinium Voucher Registers (and .txt or .xls version, if available) | 2007 | HQ Controllers | |||||||||||
41
|
SAP P2P Voucher Register Invoice Listings for ITTHQ (CY 2007 -2011?) | 2007 | HQ Controllers | |||||||||||
42
|
SAP P2P Voucher Register Invoice Listings for ITTHQ (CY 2007 -2011?) | 2008 | HQ Controllers | |||||||||||
43
|
SAP P2P Voucher Register Invoice Listings for ITTHQ (CY 2007 -2011?) | 2009 | HQ Controllers | |||||||||||
44
|
SAP P2P Voucher Register Invoice Listings for ITTHQ (CY 2007 -2011?) | 2010 | HQ Controllers | |||||||||||
45
|
SAP P2P Voucher Register Invoice Listings for ITTHQ (CY 2007 -2011?) | 2011 | HQ Controllers |
Year, if | Dept | Complete | ||||||||||||
# | Description | applicable | Affected | (Y/N) | Comments | |||||||||
46
|
Original SAP Hardcopy and PDF Invoices for ITTHQ Co # 600 | 2007 | HQ Controllers | |||||||||||
47
|
Original SAP Hardcopy and PDF Invoices for ITTHQ Co # 600 | 2008 | HQ Controllers | |||||||||||
48
|
Original SAP Hardcopy and PDF Invoices for ITTHQ Co # 600 | 2009 | HQ Controllers | |||||||||||
49
|
Original SAP Hardcopy and PDF Invoices for ITTHQ Co # 600 | 2010 | HQ Controllers | |||||||||||
50
|
Original SAP Hardcopy and PDF Invoices for ITTHQ Co # 600 | 2011 | HQ Controllers | |||||||||||
51
|
ITT HQ Co 600 Voucher Reg Invoice Proof of Payment (check, EFT, etc) in SAP system | 2007 | HQ Controllers | |||||||||||
52
|
ITT HQ Co 600 Voucher Reg Invoice Proof of Payment (check, EFT, etc) in SAP system | 2008 | HQ Controllers | |||||||||||
53
|
ITT HQ Co 600 Voucher Reg Invoice Proof of Payment (check, EFT, etc) in SAP system | 2009 | HQ Controllers | |||||||||||
54
|
ITT HQ Co 600 Voucher Reg Invoice Proof of Payment (check, EFT, etc) in SAP system | 2010 | HQ Controllers | |||||||||||
55
|
ITT HQ Co 600 Voucher Reg Invoice Proof of Payment (check, EFT, etc) in SAP system | 2011 | HQ Controllers |
Year, if | Dept | Complete | ||||||||||||
# | Description | applicable | Affected | (Y/N) | Comments | |||||||||
56
|
All Journal Entries for ITTHQ General Ledger (Co # 600) | 2006 | HQ Controllers | |||||||||||
57
|
All Journal Entries for ITTHQ General Ledger (Co # 600) | 2007 | HQ Controllers | |||||||||||
58
|
All Journal Entries for ITTHQ General Ledger (Co # 600) | 2008 | HQ Controllers | |||||||||||
59
|
All Journal Entries for ITTHQ General Ledger (Co # 600) | 2009 | HQ Controllers | |||||||||||
60
|
All Journal Entries for ITTHQ General Ledger (Co # 600) | 2010 | HQ Controllers | |||||||||||
61
|
All Journal Entries for ITTHQ General Ledger (Co # 600) | 2011 | HQ Controllers | |||||||||||
62
|
All Supporting Source Documentss for the ITTHQ JEs | 2006 | HQ Controllers | |||||||||||
63
|
All Supporting Source Documentss for the ITTHQ JEs | 2007 | HQ Controllers | |||||||||||
64
|
All Supporting Source Documentss for the ITTHQ JEs | 2008 | HQ Controllers | |||||||||||
65
|
All Supporting Source Documentss for the ITTHQ JEs | 2009 | HQ Controllers | |||||||||||
66
|
All Supporting Source Documentss for the ITTHQ JEs | 2010 | HQ Controllers | |||||||||||
67
|
All Supporting Source Documentss for the ITTHQ JEs | 2011 | HQ Controllers | |||||||||||
68
|
ITT HQ Co # 600 INTERCOMPANY STATEMENT OFF ACCOUNT - ALL Defense Sites(Group, VCs, BUs), Entire Year (System-generated PDF & .xls formats) | 2006 | HQ Controllers |
Year, if | Dept | Complete | ||||||||||||
# | Description | applicable | Affected | (Y/N) | Comments | |||||||||
69
|
ITT HQ Co # 600 INTERCOMPANY STATEMENT OFF ACCOUNT - ALL Defense Sites(Group, VCs, BUs), Entire Year (System-generated PDF & .xls formats) | 2007 | HQ Controllers | |||||||||||
70
|
ITT HQ Co # 600 INTERCOMPANY STATEMENT OFF ACCOUNT - ALL Defense Sites(Group, VCs, BUs), Entire Year (System-generated PDF & .xls formats) | 2008 | HQ Controllers | |||||||||||
71
|
ITT HQ Co # 600 INTERCOMPANY STATEMENT OFF ACCOUNT - ALL Defense Sites(Group, VCs, BUs), Entire Year (System-generated PDF & .xls formats) | 2009 | HQ Controllers | |||||||||||
72
|
ITT HQ Co # 600 INTERCOMPANY STATEMENT OFF ACCOUNT - ALL Defense Sites(Group, VCs, BUs), Entire Year (System-generated PDF & .xls formats) | 2010 | HQ Controllers | |||||||||||
73
|
ITT HQ Co # 600 INTERCOMPANY STATEMENT OFF ACCOUNT - ALL Defense Sites(Group, VCs, BUs), Entire Year (System-generated PDF & .xls formats) | 2011 | HQ Controllers |
Year, if | Dept | Complete | ||||||||||||
# | Description | applicable | Affected | (Y/N) | Comments | |||||||||
74
|
All Supporting Journal Entries for ITTHQ Intercompany Statement of Account | 2006 | HQ Controllers | |||||||||||
75
|
All Supporting Journal Entries for ITTHQ Intercompany Statement of Account | 2007 | HQ Controllers | |||||||||||
76
|
All Supporting Journal Entries for ITTHQ Intercompany Statement of Account | 2008 | HQ Controllers | |||||||||||
77
|
All Supporting Journal Entries for ITTHQ Intercompany Statement of Account | 2009 | HQ Controllers | |||||||||||
78
|
All Supporting Journal Entries for ITTHQ Intercompany Statement of Account | 2010 | HQ Controllers | |||||||||||
79
|
All Supporting Journal Entries for ITTHQ Intercompany Statement of Account | 2011 | HQ Controllers | |||||||||||
80
|
All supporting Source Docs and DC Advices for the ITTHQ I/C Statement JEs | 2006 | HQ Controllers | |||||||||||
81
|
All supporting Source Docs and DC Advices for the ITTHQ I/C Statement JEs | 2007 | HQ Controllers | |||||||||||
82
|
All supporting Source Docs and DC Advices for the ITTHQ I/C Statement JEs | 2008 | HQ Controllers |
Year, if | Dept | Complete | ||||||||||||
# | Description | applicable | Affected | (Y/N) | Comments | |||||||||
83
|
All supporting Source Docs and DC Advices for the ITTHQ I/C Statement JEs | 2009 | HQ Controllers | |||||||||||
84
|
All supporting Source Docs and DC Advices for the ITTHQ I/C Statement JEs | 2010 | HQ Controllers | |||||||||||
85
|
All supporting Source Docs and DC Advices for the ITTHQ I/C Statement JEs | 2011 | HQ Controllers | |||||||||||
86
|
Internal Audit Plans /Schedules (ALL) | 2006 | HQ Internal Audit | |||||||||||
87
|
Internal Audit Plans /Schedules (ALL) | 2007 | HQ Internal Audit | |||||||||||
88
|
Internal Audit Plans /Schedules (ALL) | 2008 | HQ Internal Audit | |||||||||||
89
|
Internal Audit Plans /Schedules (ALL) | 2009 | HQ Internal Audit | |||||||||||
90
|
Internal Audit Plans /Schedules (ALL) | 2010 | HQ Internal Audit | |||||||||||
91
|
Internal Audit Plans /Schedules (ALL) | 2011 | HQ Internal Audit | |||||||||||
92
|
Internal Audit Reports, Including COSO | 2006 | HQ Internal Audit | |||||||||||
93
|
Internal Audit Reports, Including COSO | 2007 | HQ Internal Audit | |||||||||||
94
|
Internal Audit Reports, Including COSO | 2008 | HQ Internal Audit | |||||||||||
95
|
Internal Audit Reports, Including COSO | 2009 | HQ Internal Audit | |||||||||||
96
|
Internal Audit Reports, Including COSO | 2010 | HQ Internal Audit |
Year, if | Dept | Complete | ||||||||||||
# | Description | applicable | Affected | (Y/N) | Comments | |||||||||
97
|
Internal Audit Reports, Including COSO | 2011 | HQ Internal Audit | |||||||||||
98
|
Internal Audit Generic WPs, including COSO | 2006 | HQ Internal Audit | |||||||||||
99
|
Internal Audit Generic WPs, including COSO | 2007 | HQ Internal Audit | |||||||||||
100
|
Internal Audit Generic WPs, including COSO | 2008 | HQ Internal Audit | |||||||||||
101
|
Internal Audit Generic WPs, including COSO | 2009 | HQ Internal Audit | |||||||||||
102
|
Internal Audit Generic WPs, including COSO | 2010 | HQ Internal Audit | |||||||||||
103
|
Internal Audit Generic WPs, including COSO | 2011 | HQ Internal Audit | |||||||||||
104
|
Internal Audit Completed WPs, including COSO for all Defense, HQ, & FRC sites |
2006 | HQ Internal Audit | |||||||||||
105
|
Internal Audit Completed WPs, including COSO for all Defense, HQ, & FRC sites |
2007 | HQ Internal Audit | |||||||||||
106
|
Internal Audit Completed WPs, including COSO for all Defense, HQ, & FRC sites |
2008 | HQ Internal Audit | |||||||||||
107
|
Internal Audit Completed WPs, including COSO for all Defense, HQ, & FRC sites |
2009 | HQ Internal Audit | |||||||||||
108
|
Internal Audit Completed WPs, including COSO for all Defense, HQ, & FRC sites |
2010 | HQ Internal Audit | |||||||||||
109
|
Internal Audit Completed WPs, including COSO for all Defense, HQ, & FRC sites |
2011 | HQ Internal Audit |
Year, if | Dept | Complete | ||||||||||||
# | Description | applicable | Affected | (Y/N) | Comments | |||||||||
110
|
Binders that support the COSO Audit Reports | 2006 | HQ Internal Audit | |||||||||||
111
|
Binders that support the COSO Audit Reports | 2007 | HQ Internal Audit | |||||||||||
112
|
Binders that support the COSO Audit Reports | 2008 | HQ Internal Audit | |||||||||||
113
|
Binders that support the COSO Audit Reports | 2009 | HQ Internal Audit | |||||||||||
114
|
Binders that support the COSO Audit Reports | 2010 | HQ Internal Audit | |||||||||||
115
|
Binders that support the COSO Audit Reports | 2011 | HQ Internal Audit | |||||||||||
116
|
Internal Audit Risk Assessments | 2006 | HQ Internal Audit | |||||||||||
117
|
Internal Audit Risk Assessments | 2007 | HQ Internal Audit | |||||||||||
118
|
Internal Audit Risk Assessments | 2008 | HQ Internal Audit | |||||||||||
119
|
Internal Audit Risk Assessments | 2009 | HQ Internal Audit | |||||||||||
120
|
Internal Audit Risk Assessments | 2010 | HQ Internal Audit | |||||||||||
121
|
Internal Audit Risk Assessments | 2011 | HQ Internal Audit | |||||||||||
122
|
Internal Audit Year-end Mgmt Testing Memos | 2006 | HQ Internal Audit | |||||||||||
123
|
Internal Audit Year-end Mgmt Testing Memos | 2007 | HQ Internal Audit | |||||||||||
124
|
Internal Audit Year-end Mgmt Testing Memos | 2008 | HQ Internal Audit | |||||||||||
125
|
Internal Audit Year-end Mgmt Testing Memos | 2009 | HQ Internal Audit | |||||||||||
126
|
Internal Audit Year-end Mgmt Testing Memos | 2010 | HQ Internal Audit |
Year, if | Dept | Complete | ||||||||||||
# | Description | applicable | Affected | (Y/N) | Comments | |||||||||
127
|
Internal Audit Year-end Mgmt Testing Memos | 2011 | HQ Internal Audit | |||||||||||
128
|
Binders that support the IA Year-end Mgmt Testing Memos | 2006 | HQ Internal Audit | |||||||||||
129
|
Binders that support the IA Year-end Mgmt Testing Memos | 2007 | HQ Internal Audit | |||||||||||
130
|
Binders that support the IA Year-end Mgmt Testing Memos | 2008 | HQ Internal Audit | |||||||||||
131
|
Binders that support the IA Year-end Mgmt Testing Memos | 2009 | HQ Internal Audit | |||||||||||
132
|
Binders that support the IA Year-end Mgmt Testing Memos | 2010 | HQ Internal Audit | |||||||||||
133
|
Binders that support the IA Year-end Mgmt Testing Memos | 2011 | HQ Internal Audit | |||||||||||
134
|
internal Audit Year-end Fraud Testing Memos | 2006 | HQ Internal Audit | |||||||||||
135
|
internal Audit Year-end Fraud Testing Memos | 2007 | HQ Internal Audit | |||||||||||
136
|
internal Audit Year-end Fraud Testing Memos | 2008 | HQ Internal Audit | |||||||||||
137
|
internal Audit Year-end Fraud Testing Memos | 2009 | HQ Internal Audit | |||||||||||
138
|
internal Audit Year-end Fraud Testing Memos | 2010 | HQ Internal Audit | |||||||||||
139
|
internal Audit Year-end Fraud Testing Memos | 2011 | HQ Internal Audit | |||||||||||
140
|
Binders that support the IA Year-end Fraud Testing Memos | 2006 | HQ Internal Audit | |||||||||||
141
|
Binders that support the IA Year-end Fraud Testing Memos | 2007 | HQ Internal Audit |
Year, if | Dept | Complete | ||||||||||||
# | Description | applicable | Affected | (Y/N) | Comments | |||||||||
142
|
Binders that support the IA Year-end Fraud Testing Memos | 2008 | HQ Internal Audit | |||||||||||
143
|
Binders that support the IA Year-end Fraud Testing Memos | 2009 | HQ Internal Audit | |||||||||||
144
|
Binders that support the IA Year-end Fraud Testing Memos | 2010 | HQ Internal Audit | |||||||||||
145
|
Binders that support the IA Year-end Fraud Testing Memos | 2011 | HQ Internal Audit | |||||||||||
146
|
ITTHQ Generic SOX Templates | 2006 | HQ Internal Audit | |||||||||||
147
|
ITTHQ Generic SOX Templates | 2007 | HQ Internal Audit | |||||||||||
148
|
ITTHQ Generic SOX Templates | 2008 | HQ Internal Audit | |||||||||||
149
|
ITTHQ Generic SOX Templates | 2009 | HQ Internal Audit | |||||||||||
150
|
ITTHQ Generic SOX Templates | 2010 | HQ Internal Audit | |||||||||||
151
|
ITTHQ Generic SOX Templates | 2011 | HQ Internal Audit | |||||||||||
152
|
ITTHQ Code of Conduct 2006 (PDF version) | 2006 | HQ Corp Responsibility | Y | Located in Finance-DEHQ\DCAA Audit Records Retention Requirements (06-11)\HQ Corporate Responsibility | |||||||||
153
|
ITTHQ Code of Conduct 2009 (PDF version) | 2009 | HQ Corp Responsibility | Y | Located in Finance-DEHQ\DCAA Audit Records Retention Requirements (06-11)\HQ Corporate Responsibility | |||||||||
154
|
ITTHQ Code of Conduct 2011 (PDF version) | 2011 | HQ Corp Responsibility | |||||||||||
155
|
A copy of the Annual Code of Conduct Training Material | 2006 | HQ Corp Responsibility | |||||||||||
156
|
A copy of the Annual Code of Conduct Training Material | 2007 | HQ Corp Responsibility | |||||||||||
157
|
A copy of the Annual Code of Conduct Training Material | 2008 | HQ Corp Responsibility | |||||||||||
158
|
A copy of the Annual Code of Conduct Training Material | 2009 | HQ Corp Responsibility |
Year, if | Dept | Complete | ||||||||||||
# | Description | applicable | Affected | (Y/N) | Comments | |||||||||
159
|
A copy of the Annual Code of Conduct Training Material | 2010 | HQ Corp Responsibility | |||||||||||
160
|
A copy of the Annual Code of Conduct Training Material | 2011 | HQ Corp Responsibility | |||||||||||
161
|
Training Records to support that every ITT Employee has taken the Code of Conduct Training each year. | 2006 | HQ Corp Responsibility | |||||||||||
162
|
Training Records to support that every ITT Employee has taken the Code of Conduct Training each year. | 2007 | HQ Corp Responsibility | |||||||||||
163
|
Training Records to support that every ITT Employee has taken the Code of Conduct Training each year. | 2008 | HQ Corp Responsibility | |||||||||||
164
|
Training Records to support that every ITT Employee has taken the Code of Conduct Training each year. | 2009 | HQ Corp Responsibility | |||||||||||
165
|
Training Records to support that every ITT Employee has taken the Code of Conduct Training each year. | 2010 | HQ Corp Responsibility | |||||||||||
166
|
Training Records to support that every ITT Employee has taken the Code of Conduct Training each year. | 2011 | HQ Corp Responsibility |
Year, if | Dept | Complete | ||||||||||||
# | Description | applicable | Affected | (Y/N) | Comments | |||||||||
167
|
Evidence of CCRB Meetings (i.e. Agenda & Signed Roster of Attendees) | 2006 | HQ Corp Responsibility | |||||||||||
168
|
Evidence of CCRB Meetings (i.e. Agenda & Signed Roster of Attendees) | 2007 | HQ Corp Responsibility | |||||||||||
169
|
Evidence of CCRB Meetings (i.e. Agenda & Signed Roster of Attendees) | 2008 | HQ Corp Responsibility | |||||||||||
170
|
Evidence of CCRB Meetings (i.e. Agenda & Signed Roster of Attendees) | 2009 | HQ Corp Responsibility | |||||||||||
171
|
Evidence of CCRB Meetings (i.e. Agenda & Signed Roster of Attendees) | 2010 | HQ Corp Responsibility | |||||||||||
172
|
Evidence of CCRB Meetings (i.e. Agenda & Signed Roster of Attendees) | 2011 | HQ Corp Responsibility | |||||||||||
173
|
All Quarterly E&C Metrics Reports (Raven/Longo) | 2006 | HQ Corp Responsibility | |||||||||||
174
|
All Quarterly E&C Metrics Reports (Raven/Longo) | 2007 | HQ Corp Responsibility | |||||||||||
175
|
All Quarterly E&C Metrics Reports (Raven/Longo) | 2008 | HQ Corp Responsibility | |||||||||||
176
|
All Quarterly E&C Metrics Reports (Raven/Longo) | 2009 | HQ Corp Responsibility | |||||||||||
177
|
All Quarterly E&C Metrics Reports (Raven/Longo) | 2010 | HQ Corp Responsibility |
Year, if | Dept | Complete | ||||||||||||
# | Description | applicable | Affected | (Y/N) | Comments | |||||||||
178
|
All Quarterly E&C Metrics Reports (Raven/Longo) | 2011 | HQ Corp Responsibility | |||||||||||
179
|
Evidence of Hotline Posters & Ombudsman Info, and EthicsPoiint Mechanisms (i.e. Policy, Memo, & actual posters) | 2006 | HQ Corp Responsibility | |||||||||||
180
|
Evidence of Hotline Posters & Ombudsman Info, and EthicsPoiint Mechanisms (i.e. Policy, Memo, & actual posters) | 2007 | HQ Corp Responsibility | |||||||||||
181
|
Evidence of Hotline Posters & Ombudsman Info, and EthicsPoiint Mechanisms (i.e. Policy, Memo, & actual posters) | 2008 | HQ Corp Responsibility | |||||||||||
182
|
Evidence of Hotline Posters & Ombudsman Info, and EthicsPoiint Mechanisms (i.e. Policy, Memo, & actual posters) | 2009 | HQ Corp Responsibility | |||||||||||
183
|
Evidence of Hotline Posters & Ombudsman Info, and EthicsPoiint Mechanisms (i.e. Policy, Memo, & actual posters) | 2010 | HQ Corp Responsibility | |||||||||||
184
|
Evidence of Hotline Posters & Ombudsman Info, and EthicsPoiint Mechanisms (i.e. Policy, Memo, & actual posters) | 2011 | HQ Corp Responsibility |
Year, if | Dept | Complete | ||||||||||||
# | Description | applicable | Affected | (Y/N) | Comments | |||||||||
185
|
E&C Policies & Procedures/ Thud Book | 2006 | HQ Corp Responsibility | |||||||||||
186
|
E&C Policies & Procedures/ Thud Book | 2007 | HQ Corp Responsibility | |||||||||||
187
|
E&C Policies & Procedures/ Thud Book | 2008 | HQ Corp Responsibility | |||||||||||
188
|
E&C Policies & Procedures/ Thud Book | 2009 | HQ Corp Responsibility | |||||||||||
189
|
E&C Policies & Procedures/ Thud Book | 2010 | HQ Corp Responsibility | |||||||||||
190
|
E&C Policies & Procedures/ Thud Book | 2011 | HQ Corp Responsibility | |||||||||||
191
|
Listing of All ITT Board of Directors and their affiliations | 2006 | HQ Legal | |||||||||||
192
|
Listing of All ITT Board of Directors and their affiliations | 2007 | HQ Legal | |||||||||||
193
|
Listing of All ITT Board of Directors and their affiliations | 2008 | HQ Legal | |||||||||||
194
|
Listing of All ITT Board of Directors and their affiliations | 2009 | HQ Legal | |||||||||||
195
|
Listing of All ITT Board of Directors and their affiliations | 2010 | HQ Legal | |||||||||||
196
|
Listing of All ITT Board of Directors and their affiliations | 2011 | HQ Legal |
Year, if | Dept | Complete | ||||||||||||
# | Description | applicable | Affected | (Y/N) | Comments | |||||||||
197
|
ITT Board of Director Minutes (See Comments) | 2006 | HQ Legal | |||||||||||
198
|
ITT Board of Director Minutes (See Comments) | 2007 | HQ Legal | |||||||||||
199
|
ITT Board of Director Minutes (See Comments) | 2008 | HQ Legal | |||||||||||
200
|
ITT Board of Director Minutes (See Comments) | 2009 | HQ Legal | |||||||||||
201
|
ITT Board of Director Minutes (See Comments) | 2010 | HQ Legal | |||||||||||
202
|
ITT Board of Director Minutes (See Comments) | 2011 | HQ Legal | |||||||||||
203
|
ITT Board of Director Audit Committee Minutes (See Comments) | 2006 | HQ Legal | |||||||||||
204
|
ITT Board of Director Audit Committee Minutes (See Comments) | 2007 | HQ Legal | |||||||||||
205
|
ITT Board of Director Audit Committee Minutes (See Comments) | 2008 | HQ Legal | |||||||||||
206
|
ITT Board of Director Audit Committee Minutes (See Comments) | 2009 | HQ Legal | |||||||||||
207
|
ITT Board of Director Audit Committee Minutes (See Comments) | 2010 | HQ Legal | |||||||||||
208
|
ITT Board of Director Audit Committee Minutes (See Comments) | 2011 | HQ Legal |
Year, if | Dept | Complete | ||||||||||||
# | Description | applicable | Affected | (Y/N) | Comments | |||||||||
209
|
ITT Year-end Financial Report, including 10K & Proxy (4 copies) |
2006 | HQ Controllers | |||||||||||
210
|
ITT Year-end Financial Report, including 10K & Proxy (4 copies) |
2007 | HQ Controllers | |||||||||||
211
|
ITT Year-end Financial Report, including 10K & Proxy (4 copies) |
2008 | HQ Controllers | |||||||||||
212
|
ITT Year-end Financial Report, including 10K & Proxy (4 copies) |
2009 | HQ Controllers | |||||||||||
213
|
ITT Year-end Financial Report, including 10K & Proxy (4 copies) |
2010 | HQ Controllers | |||||||||||
214
|
ITT Year-end Financial Report, including 10K & Proxy (4 copies) |
2011 | HQ Controllers | |||||||||||
215
|
Federal Income Tax Returns (2 copies) | 2006 | HQ Tax | Y | ||||||||||
216
|
Federal Income Tax Returns (2 copies) | 2007 | HQ Tax | Y | ||||||||||
217
|
Federal Income Tax Returns (2 copies) | 2008 | HQ Tax | Y | ||||||||||
218
|
Federal Income Tax Returns (2 copies) | 2009 | HQ Tax | Y | ||||||||||
219
|
Federal Income Tax Returns (2 copies) | 2010 | HQ Tax | |||||||||||
220
|
Federal Income Tax Returns (2 copies) | 2011 | HQ Tax | |||||||||||
221
|
IRS Form 8109 (Federal Tax Deposit Coupon), Electronic Federal Tax Payment System (EFTPS), or other information to support ITTs timely payment of payroll taxes. | 2006 | HQ Tax |
Year, if | Dept | Complete | ||||||||||||
# | Description | applicable | Affected | (Y/N) | Comments | |||||||||
222
|
IRS Form 8109 (Federal Tax Deposit Coupon), Electronic Federal Tax Payment System (EFTPS), or other information to support ITTs timely payment of payroll taxes. | 2007 | HQ Tax | |||||||||||
223
|
IRS Form 8109 (Federal Tax Deposit Coupon), Electronic Federal Tax Payment System (EFTPS), or other information to support ITTs timely payment of payroll taxes. | 2008 | HQ Tax | |||||||||||
224
|
IRS Form 8109 (Federal Tax Deposit Coupon), Electronic Federal Tax Payment System (EFTPS), or other information to support ITTs timely payment of payroll taxes. | 2009 | HQ Tax | |||||||||||
225
|
IRS Form 8109 (Federal Tax Deposit Coupon), Electronic Federal Tax Payment System (EFTPS), or other information to support ITTs timely payment of payroll taxes. | 2010 | HQ Tax | |||||||||||
226
|
IRS Form 8109 (Federal Tax Deposit Coupon), Electronic Federal Tax Payment System (EFTPS), or other information to support ITTs timely payment of payroll taxes. | 2011 | HQ Tax |
Year, if | Dept | Complete | ||||||||||||
# | Description | applicable | Affected | (Y/N) | Comments | |||||||||
227
|
ITT Contract with Deloitte & Touche (External Auditors) | 2006 | HQ Controllers | |||||||||||
228
|
ITT Contract with Deloitte & Touche (External Auditors) | 2007 | HQ Controllers | |||||||||||
229
|
ITT Contract with Deloitte & Touche (External Auditors) | 2008 | HQ Controllers | |||||||||||
230
|
ITT Contract with Deloitte & Touche (External Auditors) | 2009 | HQ Controllers | |||||||||||
231
|
ITT Contract with Deloitte & Touche (External Auditors) | 2010 | HQ Controllers | |||||||||||
232
|
ITT Contract with Deloitte & Touche (External Auditors) | 2011 | HQ Controllers | |||||||||||
233
|
ITT Contract with Ernst & Young (Internal Auditors) | 2006 | HQ Internal Audit | |||||||||||
234
|
ITT Contract with Ernst & Young (Internal Auditors) | 2007 | HQ Internal Audit | |||||||||||
235
|
ITT Contract with Ernst & Young (Internal Auditors) | 2008 | HQ Internal Audit | |||||||||||
236
|
ITT Contract with Ernst & Young (Internal Auditors) | 2009 | HQ Internal Audit | |||||||||||
237
|
ITT Contract with Ernst & Young (Internal Auditors) | 2010 | HQ Internal Audit | |||||||||||
238
|
ITT Contract with Ernst & Young (Internal Auditors) | 2011 | HQ Internal Audit |
Year, if | Dept | Complete | ||||||||||||
# | Description | applicable | Affected | (Y/N) | Comments | |||||||||
239
|
Organization Charts for ALL ITTHQ Departments | 2006 | HQ Human Resources | |||||||||||
240
|
Organization Charts for ALL ITTHQ Departments | 2007 | HQ Human Resources | |||||||||||
241
|
Organization Charts for ALL ITTHQ Departments | 2008 | HQ Human Resources | |||||||||||
242
|
Organization Charts for ALL ITTHQ Departments | 2009 | HQ Human Resources | |||||||||||
243
|
Organization Charts for ALL ITTHQ Departments | 2010 | HQ Human Resources | |||||||||||
244
|
Organization Charts for ALL ITTHQ Departments | 2011 | HQ Human Resources | |||||||||||
245
|
Listing of All IITT HQ Employees by Department | 2006 | HQ Human Resources | |||||||||||
246
|
Listing of All IITT HQ Employees by Department | 2007 | HQ Human Resources | |||||||||||
247
|
Listing of All IITT HQ Employees by Department | 2008 | HQ Human Resources | |||||||||||
248
|
Listing of All IITT HQ Employees by Department | 2009 | HQ Human Resources | |||||||||||
249
|
Listing of All IITT HQ Employees by Department | 2010 | HQ Human Resources | |||||||||||
250
|
Listing of All IITT HQ Employees by Department | 2011 | HQ Human Resources | |||||||||||
251
|
Floor/Office Layout of ITTHQ Office | 2006 | HQ Human Resources | |||||||||||
252
|
Floor/Office Layout of ITTHQ Office | 2007 | HQ Human Resources | |||||||||||
253
|
Floor/Office Layout of ITTHQ Office | 2008 | HQ Human Resources |
Year, if | Dept | Complete | ||||||||||||
# | Description | applicable | Affected | (Y/N) | Comments | |||||||||
254
|
Floor/Office Layout of ITTHQ Office | 2009 | HQ Human Resources | |||||||||||
255
|
Floor/Office Layout of ITTHQ Office | 2010 | HQ Human Resources | |||||||||||
256
|
Floor/Office Layout of ITTHQ Office | 2011 | HQ Human Resources | |||||||||||
257
|
ITT Lease for 4 Red Oak Lane, White Plains NY | 2006 | HQ Controllers | |||||||||||
258
|
ITT Lease for 1133 Wesrchester Ave, White Plains NY | 2008 | HQ Controllers | |||||||||||
259
|
ITT HQ W-2s fpr All ITTHQ Executives (19 & above) | 2006 | FWSS Payroll | |||||||||||
260
|
ITT HQ W-2s fpr All ITTHQ Executives (19 & above) | 2007 | FWSS Payroll | |||||||||||
261
|
ITT HQ W-2s fpr All ITTHQ Executives (19 & above) | 2008 | FWSS Payroll | |||||||||||
262
|
ITT HQ W-2s fpr All ITTHQ Executives (19 & above) | 2009 | FWSS Payroll | |||||||||||
263
|
ITT HQ W-2s fpr All ITTHQ Executives (19 & above) | 2010 | FWSS Payroll | |||||||||||
264
|
ITT HQ W-2s fpr All ITTHQ Executives (19 & above) | 2011 | FWSS Payroll | |||||||||||
265
|
ITT HQ W-2s fpr All Remaining ITTHQ Employees (18 & below) | 2006 | FWSS Payroll | |||||||||||
266
|
ITT HQ W-2s fpr All Remaining ITTHQ Employees (18 & below) | 2007 | FWSS Payroll | |||||||||||
267
|
ITT HQ W-2s fpr All Remaining ITTHQ Employees (18 & below) | 2008 | FWSS Payroll |
Year, if | Dept | Complete | ||||||||||||
# | Description | applicable | Affected | (Y/N) | Comments | |||||||||
268
|
ITT HQ W-2s fpr All Remaining ITTHQ Employees (18 & below) | 2009 | FWSS Payroll | |||||||||||
269
|
ITT HQ W-2s fpr All Remaining ITTHQ Employees (18 & below) | 2010 | FWSS Payroll | |||||||||||
270
|
ITT HQ W-2s fpr All Remaining ITTHQ Employees (18 & below) | 2011 | FWSS Payroll | |||||||||||
271
|
ITTHQ Co 600 Payroll Register (System-generated PDF format) | 2006 | FWSS Payroll | |||||||||||
272
|
ITTHQ Co 600 Payroll Register (System-generated PDF format) | 2007 | FWSS Payroll | |||||||||||
273
|
ITTHQ Co 600 Payroll Register (System-generated PDF format) | 2008 | FWSS Payroll | |||||||||||
274
|
ITTHQ Co 600 Payroll Register (System-generated PDF format) | 2009 | FWSS Payroll | |||||||||||
275
|
ITTHQ Co 600 Payroll Register (System-generated PDF format) | 2010 | FWSS Payroll | |||||||||||
276
|
ITTHQ Co 600 Payroll Register (System-generated PDF format) | 2011 | FWSS Payroll | |||||||||||
277
|
ITT Executive Compensation Surveys, Bencharking, Analyses performed by ITT, and any other data used to justify the reasonableness of Executive Compensation (L. Thumen) | 2006 | HQ Human Resources |
Year, if | Dept | Complete | ||||||||||||
# | Description | applicable | Affected | (Y/N) | Comments | |||||||||
278
|
ITT Executive Compensation Surveys, Bencharking, Analyses performed by ITT, and any other data used to justify the reasonableness of Executive Compensation (L. Thumen) | 2007 | HQ Human Resources | |||||||||||
279
|
ITT Executive Compensation Surveys, Bencharking, Analyses performed by ITT, and any other data used to justify the reasonableness of Executive Compensation (L. Thumen) | 2008 | HQ Human Resources | |||||||||||
280
|
ITT Executive Compensation Surveys, Bencharking, Analyses performed by ITT, and any other data used to justify the reasonableness of Executive Compensation (L. Thumen) | 2009 | HQ Human Resources | |||||||||||
281
|
ITT Executive Compensation Surveys, Bencharking, Analyses performed by ITT, and any other data used to justify the reasonableness of Executive Compensation (L. Thumen) | 2010 | HQ Human Resources |
Year, if | Dept | Complete | ||||||||||||
# | Description | applicable | Affected | (Y/N) | Comments | |||||||||
282
|
ITT Executive Compensation Surveys, Bencharking, Analyses performed by ITT, and any other data used to justify the reasonableness of Executive Compensation (L. Thumen) | 2011 | HQ Human Resources | |||||||||||
283
|
ITTHQ Corporate Policies & Procedures (ALL) | 2006 | HQ Corp Responsibility | |||||||||||
284
|
ITTHQ Corporate Policies & Procedures (ALL) | 2007 | HQ Corp Responsibility | |||||||||||
285
|
ITTHQ Corporate Policies & Procedures (ALL) | 2008 | HQ Corp Responsibility | |||||||||||
286
|
ITTHQ Corporate Policies & Procedures (ALL) | 2009 | HQ Corp Responsibility | |||||||||||
287
|
ITTHQ Corporate Policies & Procedures (ALL) | 2010 | HQ Corp Responsibility | |||||||||||
288
|
ITTHQ Corporate Policies & Procedures (ALL) | 2011 | HQ Corp Responsibility | |||||||||||
289
|
SAS 70 Reports & Contract/Agreements for all 3rd Party Service Providers that ITTHQ uses. | 2006 | Mulitple HQ Depts | |||||||||||
290
|
SAS 70 Reports & Contract/Agreements for all 3rd Party Service Providers that ITTHQ uses. | 2007 | Mulitple HQ Depts |
Year, if | Dept | Complete | ||||||||||||
# | Description | applicable | Affected | (Y/N) | Comments | |||||||||
291
|
SAS 70 Reports & Contract/Agreements for all 3rd Party Service Providers that ITTHQ uses. | 2008 | Mulitple HQ Depts | |||||||||||
292
|
SAS 70 Reports & Contract/Agreements for all 3rd Party Service Providers that ITTHQ uses. | 2009 | Mulitple HQ Depts | |||||||||||
293
|
SAS 70 Reports & Contract/Agreements for all 3rd Party Service Providers that ITTHQ uses. | 2010 | Mulitple HQ Depts | |||||||||||
294
|
SAS 70 Reports & Contract/Agreements for all 3rd Party Service Providers that ITTHQ uses. | 2011 | Mulitple HQ Depts | |||||||||||
295
|
HFM Data Suppiort for 3 Factor Formala Calculations (System-generated PDF format) |
2006 | HQ Controllers | |||||||||||
296
|
HFM Data Suppiort for 3 Factor Formala Calculations (System-generated PDF format) |
2007 | HQ Controllers | |||||||||||
297
|
HFM Data Suppiort for 3 Factor Formala Calculations (System-generated PDF format) |
2008 | HQ Controllers | |||||||||||
298
|
HFM Data Suppiort for 3 Factor Formala Calculations (System-generated PDF format) |
2009 | HQ Controllers |
Year, if | Dept | Complete | ||||||||||||
# | Description | applicable | Affected | (Y/N) | Comments | |||||||||
299
|
HFM Data Suppiort for 3 Factor Formala Calculations (System-generated PDF format) |
2010 | HQ Controllers | |||||||||||
300
|
HFM Data Suppiort for 3 Factor Formala Calculations (System-generated PDF format) |
2011 | HQ Controllers | |||||||||||
301
|
Bonus Agreements/Approvals for ALL ITTHQ Employess (Non-Execs) |
2006 | HQ Human Resources | |||||||||||
302
|
Bonus Agreements/Approvals for ALL ITTHQ Employess (Non-Execs) |
2007 | HQ Human Resources | |||||||||||
303
|
Bonus Agreements/Approvals for ALL ITTHQ Employess (Non-Execs) |
2008 | HQ Human Resources | |||||||||||
304
|
Bonus Agreements/Approvals for ALL ITTHQ Employess (Non-Execs) |
2009 | HQ Human Resources | |||||||||||
305
|
Bonus Agreements/Approvals for ALL ITTHQ Employess (Non-Execs) |
2010 | HQ Human Resources | |||||||||||
306
|
Bonus Agreements/Approvals for ALL ITTHQ Employess (Non-Execs) |
2011 | HQ Human Resources | |||||||||||
307
|
Bonus Agreements/Approvals for All ITT Executives (HQ, SS, DEF) |
2006 | HQ Human Resources | |||||||||||
308
|
Bonus Agreements/Approvals for All ITT Executives (HQ, SS, DEF) |
2007 | HQ Human Resources |
Year, if | Dept | Complete | ||||||||||||
# | Description | applicable | Affected | (Y/N) | Comments | |||||||||
309
|
Bonus Agreements/Approvals for All ITT Executives (HQ, SS, DEF) | 2008 | HQ Human Resources | |||||||||||
310
|
Bonus Agreements/Approvals for All ITT Executives (HQ, SS, DEF) | 2009 | HQ Human Resources | |||||||||||
311
|
Bonus Agreements/Approvals for All ITT Executives (HQ, SS, DEF) | 2010 | HQ Human Resources | |||||||||||
312
|
Bonus Agreements/Approvals for All ITT Executives (HQ, SS, DEF) | 2011 | HQ Human Resources | |||||||||||
313
|
TSR Statements for ALL ITT HQ, SS, & DEFENSE Employees | 2006 | HQ Human Resources | |||||||||||
314
|
TSR Statements for ALL ITT HQ, SS, & DEFENSE Employees | 2007 | HQ Human Resources | |||||||||||
315
|
TSR Statements for ALL ITT HQ, SS, & DEFENSE Employees | 2008 | HQ Human Resources | |||||||||||
316
|
TSR Statements for ALL ITT HQ, SS, & DEFENSE Employees | 2009 | HQ Human Resources | |||||||||||
317
|
TSR Statements for ALL ITT HQ, SS, & DEFENSE Employees | 2010 | HQ Human Resources | |||||||||||
318
|
TSR Statements for ALL ITT HQ, SS, & DEFENSE Employees | 2011 | HQ Human Resources | |||||||||||
319
|
LTIP Calculations (M Hahn) w/supporting source documentation | 2006 | HQ Controllers |
Year, if | Dept | Complete | ||||||||||||
# | Description | applicable | Affected | (Y/N) | Comments | |||||||||
320
|
LTIP Calculations (M Hahn) w/supporting source documentation | 2007 | HQ Controllers | |||||||||||
321
|
LTIP Calculations (M Hahn) w/supporting source documentation | 2008 | HQ Controllers | |||||||||||
322
|
LTIP Calculations (M Hahn) w/supporting source documentation | 2009 | HQ Controllers | |||||||||||
323
|
LTIP Calculations (M Hahn) w/supporting source documentation | 2010 | HQ Controllers | |||||||||||
324
|
LTIP Calculations (M Hahn) w/supporting source documentation | 2011 | HQ Controllers | |||||||||||
325
|
Approvals/Supporting Docs for ALL ITTHQ Service Recognition Awards (To support expense booked in Co 600 A&G) |
2006 | HQ Controllers | |||||||||||
326
|
Approvals/Supporting Docs for ALL ITTHQ Service Recognition Awards (To support expense booked in Co 600 A&G) |
2007 | HQ Controllers | |||||||||||
327
|
Approvals/Supporting Docs for ALL ITTHQ Service Recognition Awards (To support expense booked in Co 600 A&G) |
2008 | HQ Controllers | |||||||||||
328
|
Approvals/Supporting Docs for ALL ITTHQ Service Recognition Awards (To support expense booked in Co 600 A&G) |
2009 | HQ Controllers |
Year, if | Dept | Complete | ||||||||||||
# | Description | applicable | Affected | (Y/N) | Comments | |||||||||
329
|
Approvals/Supporting Docs for ALL ITTHQ Service Recognition Awards (To support expense booked in Co 600 A&G) |
2010 | HQ Controllers | |||||||||||
330
|
Approvals/Supporting Docs for ALL ITTHQ Service Recognition Awards (To support expense booked in Co 600 A&G) |
2011 | HQ Controllers | |||||||||||
331
|
Approvals/Supporting Docs for ALL ITTHQ Tuition Reimburesments (To support expense booked in Co 600 A&G) |
2006 | HQ Controllers | |||||||||||
332
|
Approvals/Supporting Docs for ALL ITTHQ Tuition Reimburesments (To support expense booked in Co 600 A&G) |
2007 | HQ Controllers | |||||||||||
333
|
Approvals/Supporting Docs for ALL ITTHQ Tuition Reimburesments (To support expense booked in Co 600 A&G) |
2008 | HQ Controllers | |||||||||||
334
|
Approvals/Supporting Docs for ALL ITTHQ Tuition Reimburesments (To support expense booked in Co 600 A&G) |
2009 | HQ Controllers | |||||||||||
335
|
Approvals/Supporting Docs for ALL ITTHQ Tuition Reimburesments (To support expense booked in Co 600 A&G) |
2010 | HQ Controllers |
Year, if | Dept | Complete | ||||||||||||
# | Description | applicable | Affected | (Y/N) | Comments | |||||||||
336
|
Approvals/Supporting Docs for ALL ITTHQ Tuition Reimburesments (To support expense booked in Co 600 A&G) |
2011 | HQ Controllers | |||||||||||
337
|
PARs/Approvals for ALL Software Acquisiitions at ITTHQ Co # 600 |
2006 | HQ Controllers | |||||||||||
338
|
PARs/Approvals for ALL Software Acquisiitions at ITTHQ Co # 601 |
2007 | HQ Controllers | |||||||||||
339
|
PARs/Approvals for ALL Software Acquisiitions at ITTHQ Co # 602 |
2008 | HQ Controllers | |||||||||||
340
|
PARs/Approvals for ALL Software Acquisiitions at ITTHQ Co # 603 |
2009 | HQ Controllers | |||||||||||
341
|
PARs/Approvals for ALL Software Acquisiitions at ITTHQ Co # 604 |
2010 | HQ Controllers | |||||||||||
342
|
PARs/Approvals for ALL Software Acquisiitions at ITTHQ Co # 605 |
2011 | HQ Controllers | |||||||||||
343
|
PARs/Approvals for ALL Capital Expebdiures/Acquisiitions at ITT HQ Co 600 Locations |
2006 | HQ Controllers | |||||||||||
344
|
PARs/Approvals for ALL Capital Expebdiures/Acquisiitions at ITT HQ Co 600 Locations |
2007 | HQ Controllers | |||||||||||
345
|
PARs/Approvals for ALL Capital Expebdiures/Acquisiitions at ITT HQ Co 600 Locations |
2008 | HQ Controllers |
Year, if | Dept | Complete | ||||||||||||
# | Description | applicable | Affected | (Y/N) | Comments | |||||||||
346
|
PARs/Approvals for ALL Capital Expebdiures/Acquisiitions at ITT HQ Co 600 Locations |
2009 | HQ Controllers | |||||||||||
347
|
PARs/Approvals for ALL Capital Expebdiures/Acquisiitions at ITT HQ Co 600 Locations |
2010 | HQ Controllers | |||||||||||
348
|
PARs/Approvals for ALL Capital Expebdiures/Acquisiitions at ITT HQ Co 600 Locations |
2011 | HQ Controllers | |||||||||||
349
|
Fixed Assets Register for all ITT HQ Co 600 Fixed Assets | 2006 | HQ Controllers | |||||||||||
350
|
Fixed Assets Register for all ITT HQ Co 600 Fixed Assets | 2007 | HQ Controllers | |||||||||||
351
|
Fixed Assets Register for all ITT HQ Co 600 Fixed Assets | 2008 | HQ Controllers | |||||||||||
352
|
Fixed Assets Register for all ITT HQ Co 600 Fixed Assets | 2009 | HQ Controllers | |||||||||||
353
|
Fixed Assets Register for all ITT HQ Co 600 Fixed Assets | 2010 | HQ Controllers | |||||||||||
354
|
Fixed Assets Register for all ITT HQ Co 600 Fixed Assets | 2011 | HQ Controllers | |||||||||||
355
|
Depreciation Basis for ALL ITTHQ Co 600 Fixed Assets | 2006 | HQ Controllers | |||||||||||
356
|
Depreciation Basis for ALL ITTHQ Co 600 Fixed Assets | 2007 | HQ Controllers |
Year, if | Dept | Complete | ||||||||||||
# | Description | applicable | Affected | (Y/N) | Comments | |||||||||
357
|
Depreciation Basis for ALL ITTHQ Co 600 Fixed Assets | 2008 | HQ Controllers | |||||||||||
358
|
Depreciation Basis for ALL ITTHQ Co 600 Fixed Assets | 2009 | HQ Controllers | |||||||||||
359
|
Depreciation Basis for ALL ITTHQ Co 600 Fixed Assets | 2010 | HQ Controllers | |||||||||||
360
|
Depreciation Basis for ALL ITTHQ Co 600 Fixed Assets | 2011 | HQ Controllers | |||||||||||
361
|
Invoices for All Fixed Assers at ITTHQ Co 600 | 2006 | HQ Controllers | |||||||||||
362
|
Invoices for All Fixed Assers at ITTHQ Co 601 | 2007 | HQ Controllers | |||||||||||
363
|
Invoices for All Fixed Assers at ITTHQ Co 602 | 2008 | HQ Controllers | |||||||||||
364
|
Invoices for All Fixed Assers at ITTHQ Co 603 | 2009 | HQ Controllers | |||||||||||
365
|
Invoices for All Fixed Assers at ITTHQ Co 604 | 2010 | HQ Controllers | |||||||||||
366
|
Invoices for All Fixed Assers at ITTHQ Co 605 | 2011 | HQ Controllers | |||||||||||
367
|
Leasehold Improvememt Register for all ITT HQ Co 600 Leasehold Imps |
2006 | HQ Controllers | |||||||||||
368
|
Leasehold Improvememt Register for all ITT HQ Co 600 Leasehold Imps |
2007 | HQ Controllers | |||||||||||
369
|
Leasehold Improvememt Register for all ITT HQ Co 600 Leasehold Imps |
2008 | HQ Controllers | |||||||||||
370
|
Leasehold Improvememt Register for all ITT HQ Co 600 Leasehold Imps |
2009 | HQ Controllers |
Year, if | Dept | Complete | ||||||||||||
# | Description | applicable | Affected | (Y/N) | Comments | |||||||||
371
|
Leasehold Improvememt Register for all ITT HQ Co 600 Leasehold Imps |
2010 | HQ Controllers | |||||||||||
372
|
Leasehold Improvememt Register for all ITT HQ Co 600 Leasehold Imps |
2011 | HQ Controllers | |||||||||||
373
|
Amortization Basis for ALL ITTHQ Co 600 Leasehold Improvs | 2006 | HQ Controllers | |||||||||||
374
|
Amortization Basis for ALL ITTHQ Co 600 Leasehold Improvs | 2007 | HQ Controllers | |||||||||||
375
|
Amortization Basis for ALL ITTHQ Co 600 Leasehold Improvs | 2008 | HQ Controllers | |||||||||||
376
|
Amortization Basis for ALL ITTHQ Co 600 Leasehold Improvs | 2009 | HQ Controllers | |||||||||||
377
|
Amortization Basis for ALL ITTHQ Co 600 Leasehold Improvs | 2010 | HQ Controllers | |||||||||||
378
|
Amortization Basis for ALL ITTHQ Co 600 Leasehold Improvs | 2011 | HQ Controllers | |||||||||||
379
|
Invoices for All Leasehold Improvs at ITTHQ Co 600 | 2006 | HQ Controllers | |||||||||||
380
|
Invoices for All Leasehold Improvs at ITTHQ Co 600 | 2007 | HQ Controllers | |||||||||||
381
|
Invoices for All Leasehold Improvs at ITTHQ Co 600 | 2008 | HQ Controllers |
Year, if | Dept | Complete | ||||||||||||
# | Description | applicable | Affected | (Y/N) | Comments | |||||||||
382
|
Invoices for All Leasehold Improvs at ITTHQ Co 600 | 2009 | HQ Controllers | |||||||||||
383
|
Invoices for All Leasehold Improvs at ITTHQ Co 600 | 2010 | HQ Controllers | |||||||||||
384
|
Invoices for All Leasehold Improvs at ITTHQ Co 600 | 2011 | HQ Controllers | |||||||||||
385
|
Rental Agreements that support all Acct 451/455 Rental Expenses |
2006 | HQ Controllers | |||||||||||
386
|
Rental Agreements that support all Acct 451/455 Rental Expenses |
2007 | HQ Controllers | |||||||||||
387
|
Rental Agreements that support all Acct 451/455 Rental Expenses |
2008 | HQ Controllers | |||||||||||
388
|
Rental Agreements that support all Acct 451/455 Rental Expenses |
2009 | HQ Controllers | |||||||||||
389
|
Rental Agreements that support all Acct 451/455 Rental Expenses |
2010 | HQ Controllers | |||||||||||
390
|
Rental Agreements that support all Acct 451/455 Rental Expenses |
2011 | HQ Controllers | |||||||||||
391
|
Agreements/Contracts with Temporary Help & Temp Agencies (Acct 738) |
2006 | HQ Human Resources | |||||||||||
392
|
Agreements/Contracts with Temporary Help & Temp Agencies (Acct 738) |
2007 | HQ Human Resources |
Year, if | Dept | Complete | ||||||||||||
# | Description | applicable | Affected | (Y/N) | Comments | |||||||||
393
|
Agreements/Contracts with Temporary Help & Temp Agencies (Acct 738) |
2008 | HQ Human Resources | |||||||||||
394
|
Agreements/Contracts with Temporary Help & Temp Agencies (Acct 738) |
2009 | HQ Human Resources | |||||||||||
395
|
Agreements/Contracts with Temporary Help & Temp Agencies (Acct 738) |
2010 | HQ Human Resources | |||||||||||
396
|
Agreements/Contracts with Temporary Help & Temp Agencies (Acct 738) |
2011 | HQ Human Resources | |||||||||||
397
|
Agreements/Contracts with Employment Agencies, Search Agencies, and Executive Searches (i.e. Acct 741), for ALL employment searches | 2006 | HQ Human Resources | |||||||||||
398
|
Agreements/Contracts with Employment Agencies, Search Agencies, and Executive Searches (i.e. Acct 741), for ALL employment searches | 2007 | HQ Human Resources | |||||||||||
399
|
Agreements/Contracts with Employment Agencies, Search Agencies, and Executive Searches (i.e. Acct 741), for ALL employment searches | 2008 | HQ Human Resources |
Year, if | Dept | Complete | ||||||||||||
# | Description | applicable | Affected | (Y/N) | Comments | |||||||||
400
|
Agreements/Contracts with Employment Agencies, Search Agencies, and Executive Searches (i.e. Acct 741), for ALL employment searches | 2009 | HQ Human Resources | |||||||||||
401
|
Agreements/Contracts with Employment Agencies, Search Agencies, and Executive Searches (i.e. Acct 741), for ALL employment searches | 2010 | HQ Human Resources | |||||||||||
402
|
Agreements/Contracts with Employment Agencies, Search Agencies, and Executive Searches (i.e. Acct 741), for ALL employment searches | 2011 | HQ Human Resources | |||||||||||
403
|
Relocation Expense Supprting Docs (Acct 744) | 2006 | HQ Human Resources | |||||||||||
404
|
Relocation Expense Supprting Docs (Acct 744) | 2007 | HQ Human Resources | |||||||||||
405
|
Relocation Expense Supprting Docs (Acct 744) | 2008 | HQ Human Resources | |||||||||||
406
|
Relocation Expense Supprting Docs (Acct 744) | 2009 | HQ Human Resources | |||||||||||
407
|
Relocation Expense Supprting Docs (Acct 744) | 2010 | HQ Human Resources | |||||||||||
408
|
Relocation Expense Supprting Docs (Acct 744) | 2011 | HQ Human Resources |
Year, if | Dept | Complete | ||||||||||||
# | Description | applicable | Affected | (Y/N) | Comments | |||||||||
409
|
Contracts/Agreements for ALL ITT BOARD OF DIRECTORS (Acct 750) | 2006 | HQ Legal | |||||||||||
410
|
Contracts/Agreements for ALL ITT BOARD OF DIRECTORS (Acct 750) | 2007 | HQ Legal | |||||||||||
411
|
Contracts/Agreements for ALL ITT BOARD OF DIRECTORS (Acct 750) | 2008 | HQ Legal | |||||||||||
412
|
Contracts/Agreements for ALL ITT BOARD OF DIRECTORS (Acct 750) | 2009 | HQ Legal | |||||||||||
413
|
Contracts/Agreements for ALL ITT BOARD OF DIRECTORS (Acct 750) | 2010 | HQ Legal | |||||||||||
414
|
Contracts/Agreements for ALL ITT BOARD OF DIRECTORS (Acct 750) | 2011 | HQ Legal | |||||||||||
415
|
Supporting Docs for ALL ITT BOARD OF DIRECTORS FEES (Acct 750) | 2006 | HQ Legal | |||||||||||
416
|
Supporting Docs for ALL ITT BOARD OF DIRECTORS FEES (Acct 750) | 2007 | HQ Legal | |||||||||||
417
|
Supporting Docs for ALL ITT BOARD OF DIRECTORS FEES (Acct 750) | 2008 | HQ Legal | |||||||||||
418
|
Supporting Docs for ALL ITT BOARD OF DIRECTORS FEES (Acct 750) | 2009 | HQ Legal |
Year, if | Dept | Complete | ||||||||||||
# | Description | applicable | Affected | (Y/N) | Comments | |||||||||
419
|
Supporting Docs for ALL ITT BOARD OF DIRECTORS FEES (Acct 750) |
2010 | HQ Legal | |||||||||||
420
|
Supporting Docs for ALL ITT BOARD OF DIRECTORS FEES (Acct 750) |
2011 | HQ Legal | |||||||||||
421
|
G/L Support for ALL ITTHQ Co 600 Severance Expense (System-generated PDF and xls format) | 2006 | FWSS Payroll | |||||||||||
422
|
G/L Support for ALL ITTHQ Co 600 Severance Expense (System-generated PDF and xls format) | 2007 | FWSS Payroll | |||||||||||
423
|
G/L Support for ALL ITTHQ Co 600 Severance Expense (System-generated PDF and xls format) | 2008 | FWSS Payroll | |||||||||||
424
|
G/L Support for ALL ITTHQ Co 600 Severance Expense (System-generated PDF and xls format) | 2009 | FWSS Payroll | |||||||||||
425
|
G/L Support for ALL ITTHQ Co 600 Severance Expense (System-generated PDF and xls format) | 2010 | FWSS Payroll | |||||||||||
426
|
G/L Support for ALL ITTHQ Co 600 Severance Expense (System-generated PDF and xls format) | 2011 | FWSS Payroll | |||||||||||
427
|
Termination Agreements for ALL ITTHQ Co 600 Severed Employees |
2006 | HQ Human Resources | |||||||||||
428
|
Termination Agreements for ALL ITTHQ Co 600 Severed Employees |
2007 | HQ Human Resources |
Year, if | Dept | Complete | ||||||||||||
# | Description | applicable | Affected | (Y/N) | Comments | |||||||||
429
|
Termination Agreements for ALL ITTHQ Co 600 Severed Employees |
2008 | HQ Human Resources | |||||||||||
430
|
Termination Agreements for ALL ITTHQ Co 600 Severed Employees |
2009 | HQ Human Resources | |||||||||||
431
|
Termination Agreements for ALL ITTHQ Co 600 Severed Employees |
2010 | HQ Human Resources | |||||||||||
432
|
Termination Agreements for ALL ITTHQ Co 600 Severed Employees |
2011 | HQ Human Resources | |||||||||||
433
|
Concur Reports for ALL EXPENSES that are charged through Concur at ITTHQ (System-generated?) See Comments) | 2006 | FWSS Travel | |||||||||||
434
|
Concur Reports for ALL EXPENSES that are charged through Concur at ITTHQ (System-generated?) See Comments) | 2007 | FWSS Travel | |||||||||||
435
|
Concur Reports for ALL EXPENSES that are charged through Concur at ITTHQ (System-generated?) See Comments) | 2008 | FWSS Travel |
Year, if | Dept | Complete | ||||||||||||
# | Description | applicable | Affected | (Y/N) | Comments | |||||||||
436
|
Concur Reports for ALL EXPENSES that are charged through Concur at ITTHQ (System-generated?) See Comments) | 2009 | FWSS Travel | |||||||||||
437
|
Concur Reports for ALL EXPENSES that are charged through Concur at ITTHQ (System-generated?) See Comments) | 2010 | FWSS Travel | |||||||||||
438
|
Concur Reports for ALL EXPENSES that are charged through Concur at ITTHQ (System-generated?) See Comments) | 2011 | FWSS Travel | |||||||||||
439
|
Supporting Docs/Receipts fo ALL EXPENSES that are charged through Concur at ITTHQ | 2006 | FWSS Travel | |||||||||||
440
|
Supporting Docs/Receipts fo ALL EXPENSES that are charged through Concur at ITTHQ | 2007 | FWSS Travel | |||||||||||
441
|
Supporting Docs/Receipts fo ALL EXPENSES that are charged through Concur at ITTHQ | 2008 | FWSS Travel | |||||||||||
442
|
Supporting Docs/Receipts fo ALL EXPENSES that are charged through Concur at ITTHQ | 2009 | FWSS Travel |
Year, if | Dept | Complete | ||||||||||||
# | Description | applicable | Affected | (Y/N) | Comments | |||||||||
443
|
Supporting Docs/Receipts fo ALL EXPENSES that are charged through Concur at ITTHQ | 2010 | FWSS Travel | |||||||||||
444
|
Supporting Docs/Receipts fo ALL EXPENSES that are charged through Concur at ITTHQ | 2011 | FWSS Travel | |||||||||||
445
|
ALL Consultant Agreements/Contracts at ITTHQ Co 600 (Acct 734 & 735) |
2006 | Mulitple HQ Depts | |||||||||||
446
|
ALL Consultant Agreements/Contracts at ITTHQ Co 600 (Acct 734 & 735) |
2007 | Mulitple HQ Depts | |||||||||||
447
|
ALL Consultant Agreements/Contracts at ITTHQ Co 600 (Acct 734 & 735) |
2008 | Mulitple HQ Depts | |||||||||||
448
|
ALL Consultant Agreements/Contracts at ITTHQ Co 600 (Acct 734 & 735) |
2009 | Mulitple HQ Depts | |||||||||||
449
|
ALL Consultant Agreements/Contracts at ITTHQ Co 600 (Acct 734 & 735) |
2010 | Mulitple HQ Depts | |||||||||||
450
|
ALL Consultant Agreements/Contracts at ITTHQ Co 600 (Acct 734 & 735) |
2011 | Mulitple HQ Depts | |||||||||||
451
|
Pension Buck Reports | 2006 | HQ Pension Dept | |||||||||||
452
|
Pension Buck Reports | 2007 | HQ Pension Dept | |||||||||||
453
|
Pension Buck Reports | 2008 | HQ Pension Dept | |||||||||||
454
|
Pension Buck Reports | 2009 | HQ Pension Dept | |||||||||||
455
|
Pension Buck Reports | 2010 | HQ Pension Dept |
Year, if | Dept | Complete | ||||||||||||
# | Description | applicable | Affected | (Y/N) | Comments | |||||||||
456
|
Pension Buck Reports | 2011 | HQ Pension Dept | |||||||||||
457
|
Supporting Data that ITTHQ sent to Buck for the actualials to calculate CAS Complaint Pension Expenses & Contributions | 2006 | HQ Pension Dept | |||||||||||
458
|
Supporting Data that ITTHQ sent to Buck for the actualials to calculate CAS Complaint Pension Expenses & Contributions | 2007 | HQ Pension Dept | |||||||||||
459
|
Supporting Data that ITTHQ sent to Buck for the actualials to calculate CAS Complaint Pension Expenses & Contributions | 2008 | HQ Pension Dept | |||||||||||
460
|
Supporting Data that ITTHQ sent to Buck for the actualials to calculate CAS Complaint Pension Expenses & Contributions | 2009 | HQ Pension Dept | |||||||||||
461
|
Supporting Data that ITTHQ sent to Buck for the actualials to calculate CAS Complaint Pension Expenses & Contributions | 2010 | HQ Pension Dept | |||||||||||
462
|
Supporting Data that ITTHQ sent to Buck for the actualials to calculate CAS Complaint Pension Expenses & Contributions | 2011 | HQ Pension Dept | |||||||||||
463
|
IRS Form 5500 | 2006 | HQ Pension Dept |
Year, if | Dept | Complete | ||||||||||||
# | Description | applicable | Affected | (Y/N) | Comments | |||||||||
464
|
IRS Form 5500 | 2007 | HQ Pension Dept | |||||||||||
465
|
IRS Form 5500 | 2008 | HQ Pension Dept | |||||||||||
466
|
IRS Form 5500 | 2009 | HQ Pension Dept | |||||||||||
467
|
IRS Form 5500 | 2010 | HQ Pension Dept | |||||||||||
468
|
IRS Form 5500 | 2011 | HQ Pension Dept | |||||||||||
469
|
Trustee Report (Northern Master Trust?) and explanations for any significant withdrawals of pension assets. Need to ensure that Government contributed pension assets are protected. | 2006 | HQ Pension Dept | |||||||||||
470
|
Trustee Report (Northern Master Trust?) and explanations for any significant withdrawals of pension assets. Need to ensure that Government contributed pension assets are protected. | 2007 | HQ Pension Dept | |||||||||||
471
|
Trustee Report (Northern Master Trust?) and explanations for any significant withdrawals of pension assets. Need to ensure that Government contributed pension assets are protected. | 2008 | HQ Pension Dept | |||||||||||
472
|
Trustee Report (Northern Master Trust?) and explanations for any significant withdrawals of pension assets. Need to ensure that Government contributed pension assets are protected. | 2009 | HQ Pension Dept |
Year, if | Dept | Complete | ||||||||||||
# | Description | applicable | Affected | (Y/N) | Comments | |||||||||
473
|
Trustee Report (Northern Master Trust?) and explanations for any significant withdrawals of pension assets. Need to ensure that Government contributed pension assets are protected. | 2010 | HQ Pension Dept | |||||||||||
474
|
Trustee Report (Northern Master Trust?) and explanations for any significant withdrawals of pension assets. Need to ensure that Government contributed pension assets are protected. | 2011 | HQ Pension Dept | |||||||||||
475
|
Calculations of Post-Retirement Benefits (PRB) Allocation to HQ, DEHQ, Defense BUs. | 2006 | HQ Pension Dept | |||||||||||
476
|
Calculations of Post-Retirement Benefits (PRB) Allocation to HQ, DEHQ, Defense BUs. | 2007 | HQ Pension Dept | |||||||||||
477
|
Calculations of Post-Retirement Benefits (PRB) Allocation to HQ, DEHQ, Defense BUs. | 2008 | HQ Pension Dept | |||||||||||
478
|
Calculations of Post-Retirement Benefits (PRB) Allocation to HQ, DEHQ, Defense BUs. | 2009 | HQ Pension Dept |
Year, if | Dept | Complete | ||||||||||||
# | Description | applicable | Affected | (Y/N) | Comments | |||||||||
479
|
Calculations of Post-Retirement Benefits (PRB) Allocation to HQ, DEHQ, Defense BUs. | 2010 | HQ Pension Dept | |||||||||||
480
|
Calculations of Post-Retirement Benefits (PRB) Allocation to HQ, DEHQ, Defense BUs. | 2011 | HQ Pension Dept | |||||||||||
481
|
Supporting Source Docs for each element of the Calculations of PRBs Alllocation to HQ, DEHQ, Defense BUs. | 2006 | HQ Pension Dept | |||||||||||
482
|
Supporting Source Docs for each element of the Calculations of PRBs Alllocation to HQ, DEHQ, Defense BUs. | 2007 | HQ Pension Dept | |||||||||||
483
|
Supporting Source Docs for each element of the Calculations of PRBs Alllocation to HQ, DEHQ, Defense BUs. | 2008 | HQ Pension Dept | |||||||||||
484
|
Supporting Source Docs for each element of the Calculations of PRBs Alllocation to HQ, DEHQ, Defense BUs. | 2009 | HQ Pension Dept | |||||||||||
485
|
Supporting Source Docs for each element of the Calculations of PRBs Alllocation to HQ, DEHQ, Defense BUs. | 2010 | HQ Pension Dept |
Year, if | Dept | Complete | ||||||||||||
# | Description | applicable | Affected | (Y/N) | Comments | |||||||||
486
|
Supporting Source Docs for each element of the Calculations of PRBs Alllocation to HQ, DEHQ, Defense BUs. | 2011 | HQ Pension Dept | ACS emails? | ||||||||||
487
|
Support for the Medical & Dental Cost (i.e. Statements from the Trust and Proof of ITT Payment to fund the trust,, etc) | 2006 | HQ Pension Dept | |||||||||||
488
|
Support for the Medical & Dental Cost (i.e. Statements from the Trust and Proof of ITT Payment to fund the trust,, etc) | 2007 | HQ Pension Dept | |||||||||||
489
|
Support for the Medical & Dental Cost (i.e. Statements from the Trust and Proof of ITT Payment to fund the trust,, etc) | 2008 | HQ Pension Dept | |||||||||||
490
|
Support for the Medical & Dental Cost (i.e. Statements from the Trust and Proof of ITT Payment to fund the trust,, etc) | 2009 | HQ Pension Dept | |||||||||||
491
|
Support for the Medical & Dental Cost (i.e. Statements from the Trust and Proof of ITT Payment to fund the trust,, etc) | 2010 | HQ Pension Dept |
Year, if | Dept | Complete | ||||||||||||
# | Description | applicable | Affected | (Y/N) | Comments | |||||||||
492
|
Support for the Medical & Dental Cost (i.e. Statements from the Trust and Proof of ITT Payment to fund the trust,, etc) | 2011 | HQ Pension Dept | |||||||||||
493
|
Listing of Participants in the PRBs to support PRB eligibility | 2006 | HQ Pension Dept | Y | ||||||||||
494
|
Listing of Participants in the PRBs to support PRB eligibility | 2007 | HQ Pension Dept | |||||||||||
495
|
Listing of Participants in the PRBs to support PRB eligibility | 2008 | HQ Pension Dept | |||||||||||
496
|
Listing of Participants in the PRBs to support PRB eligibility | 2009 | HQ Pension Dept | Y | ||||||||||
497
|
Listing of Participants in the PRBs to support PRB eligibility | 2010 | HQ Pension Dept | Y | ||||||||||
498
|
Listing of Participants in the PRBs to support PRB eligibility | 2011 | HQ Pension Dept | |||||||||||
499
|
Acturial Reports for EDO Frozen Pension Costs | 2008 | HQ Pension Dept | Y | ||||||||||
500
|
Acturial Reports for EDO Frozen Pension Costs | 2009 | HQ Pension Dept | Y | ||||||||||
501
|
Acturial Reports for EDO Frozen Pension Costs | 2010 | HQ Pension Dept | Y | ||||||||||
502
|
Acturial Reports for EDO Frozen Pension Costs | 2011 | HQ Pension Dept | Y |
Year, if | Dept | Complete | ||||||||||||
# | Description | applicable | Affected | (Y/N) | Comments | |||||||||
503
|
Acturial Reports for EDO Frozen Pension Costs | 2012 | HQ Pension Dept | Y | ||||||||||
504
|
Supporting Data that ITT sent to Actuariials to calculate CAS Complaint EDO Frozen Pension Expenses & Contributions | 2008 | HQ Pension Dept | Y | ||||||||||
505
|
Supporting Data that ITT sent to Actuariials to calculate CAS Complaint EDO Frozen Pension Expenses & Contributions | 2009 | HQ Pension Dept | Y | ||||||||||
506
|
Supporting Data that ITT sent to Actuariials to calculate CAS Complaint EDO Frozen Pension Expenses & Contributions | 2010 | HQ Pension Dept | Y | ||||||||||
507
|
Supporting Data that ITT sent to Actuariials to calculate CAS Complaint EDO Frozen Pension Expenses & Contributions | 2011 | HQ Pension Dept | Y | ||||||||||
508
|
Supporting Data that ITT sent to Actuariials to calculate CAS Complaint EDO Frozen Pension Expenses & Contributions | 2012 | HQ Pension Dept | Y | ||||||||||
509
|
Agreements with Empire for the Administrtion of ITT Healthcare Costs | 2006 | HQ Pension Dept | |||||||||||
510
|
Agreements with Empire for the Administrtion of ITT Healthcare Costs | 2007 | HQ Pension Dept |
Year, if | Dept | Complete | ||||||||||||
# | Description | applicable | Affected | (Y/N) | Comments | |||||||||
511
|
Agreements with Empire for the Administrtion of ITT Healthcare Costs | 2008 | HQ Pension Dept | |||||||||||
512
|
Agreements with Empire for the Administrtion of ITT Healthcare Costs | 2009 | HQ Pension Dept | |||||||||||
513
|
Agreements with Empire for the Administrtion of ITT Healthcare Costs | 2010 | HQ Pension Dept | |||||||||||
514
|
Agreements with Empire for the Administrtion of ITT Healthcare Costs | 2011 | HQ Pension Dept | |||||||||||
515
|
Calculations of Healthcare Allocation to HQ, DEHQ, Defense BUs. | 2006 | HQ Pension Dept | |||||||||||
516
|
Calculations of Healthcare Allocation to HQ, DEHQ, Defense BUs. | 2007 | HQ Pension Dept | |||||||||||
517
|
Calculations of Healthcare Allocation to HQ, DEHQ, Defense BUs. | 2008 | HQ Pension Dept | |||||||||||
518
|
Calculations of Healthcare Allocation to HQ, DEHQ, Defense BUs. | 2009 | HQ Pension Dept | |||||||||||
519
|
Calculations of Healthcare Allocation to HQ, DEHQ, Defense BUs. | 2010 | HQ Pension Dept | |||||||||||
520
|
Calculations of Healthcare Allocation to HQ, DEHQ, Defense BUs. | 2011 | HQ Pension Dept |
Year, if | Dept | Complete | ||||||||||||
# | Description | applicable | Affected | (Y/N) | Comments | |||||||||
521
|
Calculations of Healthcare Rates (ii.e. EE, EE +1, EE +Family) for all types of H/C types | 2006 | HQ Pension Dept | |||||||||||
522
|
Calculations of Healthcare Rates (ii.e. EE, EE +1, EE +Family) for all types of H/C types | 2007 | HQ Pension Dept | |||||||||||
523
|
Calculations of Healthcare Rates (ii.e. EE, EE +1, EE +Family) for all types of H/C types | 2008 | HQ Pension Dept | |||||||||||
524
|
Calculations of Healthcare Rates (ii.e. EE, EE +1, EE +Family) for all types of H/C types | 2009 | HQ Pension Dept | |||||||||||
525
|
Calculations of Healthcare Rates (ii.e. EE, EE +1, EE +Family) for all types of H/C types | 2010 | HQ Pension Dept | |||||||||||
526
|
Calculations of Healthcare Rates (ii.e. EE, EE +1, EE +Family) for all types of H/C types | 2011 | HQ Pension Dept | |||||||||||
527
|
Supporting Source Docs for each element of the Calculations of IHealthcare Alllocation to HQ, DEHQ, Defense BUs. | 2006 | HQ Pension Dept | |||||||||||
528
|
Supporting Source Docs for each element of the Calculations of IHealthcare Alllocation to HQ, DEHQ, Defense BUs. | 2007 | HQ Pension Dept |
Year, if | Dept | Complete | ||||||||||||
# | Description | applicable | Affected | (Y/N) | Comments | |||||||||
529
|
Supporting Source Docs for each element of the Calculations of IHealthcare Alllocation to HQ, DEHQ, Defense BUs. | 2008 | HQ Pension Dept | |||||||||||
530
|
Supporting Source Docs for each element of the Calculations of IHealthcare Alllocation to HQ, DEHQ, Defense BUs. | 2009 | HQ Pension Dept | |||||||||||
531
|
Supporting Source Docs for each element of the Calculations of IHealthcare Alllocation to HQ, DEHQ, Defense BUs. | 2010 | HQ Pension Dept | |||||||||||
532
|
Supporting Source Docs for each element of the Calculations of IHealthcare Alllocation to HQ, DEHQ, Defense BUs. | 2011 | HQ Pension Dept | |||||||||||
533
|
Support for the Healthcare Partipants by BU. | 2006 | HQ Pension Dept | |||||||||||
534
|
Support for the Healthcare Partipants by BU. | 2007 | HQ Pension Dept | |||||||||||
535
|
Support for the Healthcare Partipants by BU. | 2008 | HQ Pension Dept | |||||||||||
536
|
Support for the Healthcare Partipants by BU. | 2009 | HQ Pension Dept | |||||||||||
537
|
Support for the Healthcare Partipants by BU. | 2010 | HQ Pension Dept | |||||||||||
538
|
Support for the Healthcare Partipants by BU. | 2011 | HQ Pension Dept | |||||||||||
539
|
Dependant Eligilbility Healthcare 3rd Party Audit and Results | 2011 | HQ Pension Dept |
Year, if | Dept | Complete | ||||||||||||
# | Description | applicable | Affected | (Y/N) | Comments | |||||||||
540
|
Agreements with Met Life for the Administrtion of ITT Healthcare Costs | 2006 | HQ Pension Dept | |||||||||||
541
|
Agreements with Met Life for the Administrtion of ITT Healthcare Costs | 2007 | HQ Pension Dept | |||||||||||
542
|
Agreements with Met Life for the Administrtion of ITT Healthcare Costs | 2008 | HQ Pension Dept | |||||||||||
543
|
Agreements with Met Life for the Administrtion of ITT Healthcare Costs | 2009 | HQ Pension Dept | |||||||||||
544
|
Agreements with Met Life for the Administrtion of ITT Healthcare Costs | 2010 | HQ Pension Dept | |||||||||||
545
|
Agreements with Met Life for the Administrtion of ITT Healthcare Costs | 2011 | HQ Pension Dept | |||||||||||
546
|
Calculations of Met Life Allocation to HQ, DEHQ, Defense BUs. | 2006 | HQ Pension Dept | |||||||||||
547
|
Calculations of Met Life Allocation to HQ, DEHQ, Defense BUs. | 2007 | HQ Pension Dept | |||||||||||
548
|
Calculations of Met Life Allocation to HQ, DEHQ, Defense BUs. | 2008 | HQ Pension Dept | |||||||||||
549
|
Calculations of Met Life Allocation to HQ, DEHQ, Defense BUs. | 2009 | HQ Pension Dept |
Year, if | Dept | Complete | ||||||||||||
# | Description | applicable | Affected | (Y/N) | Comments | |||||||||
550
|
Calculations of Met Life Allocation to HQ, DEHQ, Defense BUs. | 2010 | HQ Pension Dept | |||||||||||
551
|
Calculations of Met Life Allocation to HQ, DEHQ, Defense BUs. | 2011 | HQ Pension Dept | |||||||||||
552
|
Calculations of Met Life Rates (ii.e. EE, EE +1, EE +Family) for all types of H/C types | 2006 | HQ Pension Dept | |||||||||||
553
|
Calculations of Met Life Rates (ii.e. EE, EE +1, EE +Family) for all types of H/C types | 2007 | HQ Pension Dept | |||||||||||
554
|
Calculations of Met Life Rates (ii.e. EE, EE +1, EE +Family) for all types of H/C types | 2008 | HQ Pension Dept | |||||||||||
555
|
Calculations of Met Life Rates (ii.e. EE, EE +1, EE +Family) for all types of H/C types | 2009 | HQ Pension Dept | |||||||||||
556
|
Calculations of Met Life Rates (ii.e. EE, EE +1, EE +Family) for all types of H/C types | 2010 | HQ Pension Dept | |||||||||||
557
|
Calculations of Met Life Rates (ii.e. EE, EE +1, EE +Family) for all types of H/C types | 2011 | HQ Pension Dept | |||||||||||
558
|
Supporting Source Docs for each element of the Calculations of MetLife Dental Alllocation to HQ, DEHQ, Defense BUs. | 2006 | HQ Pension Dept |
Year, if | Dept | Complete | ||||||||||||
# | Description | applicable | Affected | (Y/N) | Comments | |||||||||
559
|
Supporting Source Docs for each element of the Calculations of MetLife Dental Alllocation to HQ, DEHQ, Defense BUs. | 2007 | HQ Pension Dept | |||||||||||
560
|
Supporting Source Docs for each element of the Calculations of MetLife Dental Alllocation to HQ, DEHQ, Defense BUs. | 2008 | HQ Pension Dept | |||||||||||
561
|
Supporting Source Docs for each element of the Calculations of MetLife Dental Alllocation to HQ, DEHQ, Defense BUs. | 2009 | HQ Pension Dept | |||||||||||
562
|
Supporting Source Docs for each element of the Calculations of MetLife Dental Alllocation to HQ, DEHQ, Defense BUs. | 2010 | HQ Pension Dept | |||||||||||
563
|
Supporting Source Docs for each element of the Calculations of MetLife Dental Alllocation to HQ, DEHQ, Defense BUs. | 2011 | HQ Pension Dept | |||||||||||
564
|
Support for the Met Life Partipants by BU. | 2006 | HQ Pension Dept | |||||||||||
565
|
Support for the Met Life Partipants by BU. | 2007 | HQ Pension Dept | |||||||||||
566
|
Support for the Met Life Partipants by BU. | 2008 | HQ Pension Dept |
Year, if | Dept | Complete | ||||||||||||
# | Description | applicable | Affected | (Y/N) | Comments | |||||||||
567
|
Support for the Met Life Partipants by BU. | 2009 | HQ Pension Dept | |||||||||||
568
|
Support for the Met Life Partipants by BU. | 2010 | HQ Pension Dept | |||||||||||
569
|
Support for the Met Life Partipants by BU. | 2011 | HQ Pension Dept | |||||||||||
570
|
Dependant Eligilbility Dental 3rd Party Audit and Results | 2011 | HQ Pension Dept | |||||||||||
571
|
ISP/401k Allocation Worksheets | 2006 | FWSS Acctg | |||||||||||
572
|
ISP/401k Allocation Worksheets | 2007 | FWSS Acctg | |||||||||||
573
|
ISP/401k Allocation Worksheets | 2008 | FWSS Acctg | |||||||||||
574
|
ISP/401k Allocation Worksheets | 2009 | FWSS Acctg | |||||||||||
575
|
ISP/401k Allocation Worksheets | 2010 | FWSS Acctg | |||||||||||
576
|
ISP/401k Allocation Worksheets | 2011 | FWSS Acctg | |||||||||||
577
|
Supporting Source Docs for each element of the Calculations of ISP/401k Alllocation to HQ, DEHQ, Defense BUs. | 2006 | FWSS Acctg | |||||||||||
578
|
Supporting Source Docs for each element of the Calculations of ISP/401k Alllocation to HQ, DEHQ, Defense BUs. | 2007 | FWSS Acctg | |||||||||||
579
|
Supporting Source Docs for each element of the Calculations of ISP/401k Alllocation to HQ, DEHQ, Defense BUs. | 2008 | FWSS Acctg |
Year, if | Dept | Complete | ||||||||||||
# | Description | applicable | Affected | (Y/N) | Comments | |||||||||
580
|
Supporting Source Docs for each element of the Calculations of ISP/401k Alllocation to HQ, DEHQ, Defense BUs. | 2009 | FWSS Acctg | |||||||||||
581
|
Supporting Source Docs for each element of the Calculations of ISP/401k Alllocation to HQ, DEHQ, Defense BUs. | 2010 | FWSS Acctg | |||||||||||
582
|
Supporting Source Docs for each element of the Calculations of ISP/401k Alllocation to HQ, DEHQ, Defense BUs. | 2011 | FWSS Acctg | |||||||||||
583
|
Support for the ISP/401k Partipants by BU. | 2006 | FWSS Acctg | |||||||||||
584
|
Support for the ISP/401k Partipants by BU. | 2007 | FWSS Acctg | |||||||||||
585
|
Support for the ISP/401k Partipants by BU. | 2008 | FWSS Acctg | |||||||||||
586
|
Support for the ISP/401k Partipants by BU. | 2009 | FWSS Acctg | |||||||||||
587
|
Support for the ISP/401k Partipants by BU. | 2010 | FWSS Acctg | |||||||||||
588
|
Support for the ISP/401k Partipants by BU. | 2011 | FWSS Acctg | |||||||||||
589
|
Support for the ISP/401k ITT Matching Payments (proof of payment) | 2006 | FWSS Acctg | |||||||||||
590
|
Support for the ISP/401k ITT Matching Payments (proof of payment) | 2007 | FWSS Acctg |
Year, if | Dept | Complete | ||||||||||||
# | Description | applicable | Affected | (Y/N) | Comments | |||||||||
591
|
Support for the ISP/401k ITT Matching Payments (proof of payment) | 2008 | FWSS Acctg | |||||||||||
592
|
Support for the ISP/401k ITT Matching Payments (proof of payment) | 2009 | FWSS Acctg | |||||||||||
593
|
Support for the ISP/401k ITT Matching Payments (proof of payment) | 2010 | FWSS Acctg | |||||||||||
594
|
Support for the ISP/401k ITT Matching Payments (proof of payment) | 2011 | FWSS Acctg | |||||||||||
595
|
3rd Party Provider agreements/contracts related to the Administration of ITT ISP/401k costs. | 2006 | HQ Pension Dept | |||||||||||
596
|
3rd Party Provider agreements/contracts related to the Administration of ITT ISP/401k costs. | 2007 | HQ Pension Dept | |||||||||||
597
|
3rd Party Provider agreements/contracts related to the Administration of ITT ISP/401k costs. | 2008 | HQ Pension Dept | |||||||||||
598
|
3rd Party Provider agreements/contracts related to the Administration of ITT ISP/401k costs. | 2009 | HQ Pension Dept |
Year, if | Dept | Complete | ||||||||||||
# | Description | applicable | Affected | (Y/N) | Comments | |||||||||
599
|
3rd Party Provider agreements/contracts related to the Administration of ITT ISP/401k costs. | 2010 | HQ Pension Dept | |||||||||||
600
|
3rd Party Provider agreements/contracts related to the Administration of ITT ISP/401k costs. | 2011 | HQ Pension Dept | |||||||||||
601
|
Copy of the Recurring Jourmal Entry Binders (S. Agustin) | 2006 | HQ Controllers | |||||||||||
602
|
Copy of the Recurring Jourmal Entry Binders (S. Agustin) | 2007 | HQ Controllers | |||||||||||
603
|
Copy of the Recurring Jourmal Entry Binders (S. Agustin) | 2008 | HQ Controllers | |||||||||||
604
|
Copy of the Recurring Jourmal Entry Binders (S. Agustin) | 2009 | HQ Controllers | |||||||||||
605
|
Copy of the Recurring Jourmal Entry Binders (S. Agustin) | 2010 | HQ Controllers | |||||||||||
606
|
Copy of the Recurring Jourmal Entry Binders (S. Agustin) | 2011 | HQ Controllers | |||||||||||
607
|
Excel Spreadshhet that supports the Recurring Jourmal Entry Binders (C. Lupincci)), including Y/E Trueups | 2006 | HQ Controllers |
Year, if | Dept | Complete | ||||||||||||
# | Description | applicable | Affected | (Y/N) | Comments | |||||||||
608
|
Excel Spreadshhet that supports the Recurring Jourmal Entry Binders (C. Lupincci)), including Y/E Trueups | 2007 | HQ Controllers | |||||||||||
609
|
Excel Spreadshhet that supports the Recurring Jourmal Entry Binders (C. Lupincci)), including Y/E Trueups | 2008 | HQ Controllers | |||||||||||
610
|
Excel Spreadshhet that supports the Recurring Jourmal Entry Binders (C. Lupincci)), including Y/E Trueups | 2009 | HQ Controllers | |||||||||||
611
|
Excel Spreadshhet that supports the Recurring Jourmal Entry Binders (C. Lupincci)), including Y/E Trueups | 2010 | HQ Controllers | |||||||||||
612
|
Excel Spreadshhet that supports the Recurring Jourmal Entry Binders (C. Lupincci)), including Y/E Trueups | 2011 | HQ Controllers |
Year, if | Dept | Complete | ||||||||||||
# | Description | applicable | Affected | (Y/N) | Comments | |||||||||
613
|
Executive Forum. HR Conference, Geneen Award, et al Charge-outs to ITTHQ, DEHQ, & Defense BUs | 2006 | HQ Controllers | |||||||||||
614
|
Executive Forum. HR Conference, Geneen Award, et al Charge-outs to ITTHQ, DEHQ, & Defense BUs | 2007 | HQ Controllers | |||||||||||
615
|
Executive Forum. HR Conference, Geneen Award, et al Charge-outs to ITTHQ, DEHQ, & Defense BUs | 2008 | HQ Controllers | |||||||||||
616
|
Executive Forum. HR Conference, Geneen Award, et al Charge-outs to ITTHQ, DEHQ, & Defense BUs | 2009 | HQ Controllers | |||||||||||
617
|
Executive Forum. HR Conference, Geneen Award, et al Charge-outs to ITTHQ, DEHQ, & Defense BUs | 2010 | HQ Controllers | |||||||||||
618
|
Executive Forum. HR Conference, Geneen Award, et al Charge-outs to ITTHQ, DEHQ, & Defense BUs | 2011 | HQ Controllers | |||||||||||
619
|
Supporting Source Docs for each element of the respectiuve traning expenses incurred and allocated to HQ, DEHQ, Defense BUs. | 2006 | HQ Controllers | |||||||||||
620
|
Supporting Source Docs for each element of the respectiuve traning expenses incurred and allocated to HQ, DEHQ, Defense BUs. | 2007 | HQ Controllers |
Year, if | Dept | Complete | ||||||||||||
# | Description | applicable | Affected | (Y/N) | Comments | |||||||||
621
|
Supporting Source Docs for each element of the respectiuve traning expenses incurred and allocated to HQ, DEHQ, Defense BUs. | 2008 | HQ Controllers | |||||||||||
622
|
Supporting Source Docs for each element of the respectiuve traning expenses incurred and allocated to HQ, DEHQ, Defense BUs. | 2009 | HQ Controllers | |||||||||||
623
|
Supporting Source Docs for each element of the respectiuve traning expenses incurred and allocated to HQ, DEHQ, Defense BUs. | 2010 | HQ Controllers | |||||||||||
624
|
Supporting Source Docs for each element of the respectiuve traning expenses incurred and allocated to HQ, DEHQ, Defense BUs. | 2011 | HQ Controllers | |||||||||||
625
|
Supporting Source Docs for each element of the Basis of Allocation for each Recurring JE Alllocation to HQ, DEHQ, Defense BUs. | 2006 | HQ Controllers | |||||||||||
626
|
Supporting Source Docs for each element of the Basis of Allocation for each Recurring JE Alllocation to HQ, DEHQ, Defense BUs. | 2007 | HQ Controllers |
Year, if | Dept | Complete | ||||||||||||
# | Description | applicable | Affected | (Y/N) | Comments | |||||||||
627
|
Supporting Source Docs for each element of the Basis of Allocation for each Recurring JE Alllocation to HQ, DEHQ, Defense BUs. | 2008 | HQ Controllers | |||||||||||
628
|
Supporting Source Docs for each element of the Basis of Allocation for each Recurring JE Alllocation to HQ, DEHQ, Defense BUs. | 2009 | HQ Controllers | |||||||||||
629
|
Supporting Source Docs for each element of the Basis of Allocation for each Recurring JE Alllocation to HQ, DEHQ, Defense BUs. | 2010 | HQ Controllers | |||||||||||
630
|
Supporting Source Docs for each element of the Basis of Allocation for each Recurring JE Alllocation to HQ, DEHQ, Defense BUs. | 2011 | HQ Controllers | |||||||||||
631
|
Clayton Young Spreadsheets detailing the calculatioan and alloction of the BIG 5 INSURANCE CATEGORIES (WAG/DBA,, Aircraft Products Lability, Property, Umbrella, Fiduciary/Other) | 2006 | HQ Treasury | Y |
Year, if | Dept | Complete | ||||||||||||
# | Description | applicable | Affected | (Y/N) | Comments | |||||||||
632
|
Clayton Young Spreadsheets detailing the calculatioan and alloction of the BIG 5 INSURANCE CATEGORIES (WAG/DBA,, Aircraft Products Lability, Property, Umbrella, Fiduciary/Other) | 2007 | HQ Treasury | |||||||||||
633
|
Clayton Young Spreadsheets detailing the calculatioan and alloction of the BIG 5 INSURANCE CATEGORIES (WAG/DBA,, Aircraft Products Lability, Property, Umbrella, Fiduciary/Other) | 2008 | HQ Treasury | |||||||||||
634
|
Clayton Young Spreadsheets detailing the calculatioan and alloction of the BIG 5 INSURANCE CATEGORIES (WAG/DBA,, Aircraft Products Lability, Property, Umbrella, Fiduciary/Other) | 2009 | HQ Treasury | |||||||||||
635
|
Clayton Young Spreadsheets detailing the calculatioan and alloction of the BIG 5 INSURANCE CATEGORIES (WAG/DBA,, Aircraft Products Lability, Property, Umbrella, Fiduciary/Other) | 2010 | HQ Treasury |
Year, if | Dept | Complete | ||||||||||||
# | Description | applicable | Affected | (Y/N) | Comments | |||||||||
636
|
Clayton Young Spreadsheets detailing the calculatioan and alloction of the BIG 5 INSURANCE CATEGORIES (WAG/DBA,, Aircraft Products Lability, Property, Umbrella, Fiduciary/Other) | 2011 | HQ Treasury | |||||||||||
637
|
Allocation Basis and Experience Support for each element of the Big 5 Insurance Allocations to ITTHQ, DEHQ, & Defense VCs & BUs. | 2006 | HQ Treasury | |||||||||||
638
|
Allocation Basis and Experience Support for each element of the Big 5 Insurance Allocations to ITTHQ, DEHQ, & Defense VCs & BUs. | 2007 | HQ Treasury | |||||||||||
639
|
Allocation Basis and Experience Support for each element of the Big 5 Insurance Allocations to ITTHQ, DEHQ, & Defense VCs & BUs. | 2008 | HQ Treasury | |||||||||||
640
|
Allocation Basis and Experience Support for each element of the Big 5 Insurance Allocations to ITTHQ, DEHQ, & Defense VCs & BUs. | 2009 | HQ Treasury | |||||||||||
641
|
Allocation Basis and Experience Support for each element of the Big 5 Insurance Allocations to ITTHQ, DEHQ, & Defense VCs & BUs. | 2010 | HQ Treasury |
Year, if | Dept | Complete | ||||||||||||
# | Description | applicable | Affected | (Y/N) | Comments | |||||||||
642
|
Allocation Basis and Experience Support for each element of the Big 5 Insurance Allocations to ITTHQ, DEHQ, & Defense VCs & BUs. | 2011 | HQ Treasury | |||||||||||
643
|
Copies of Big 5 Insurance Policies | 2006 | HQ Treasury | |||||||||||
644
|
Copies of Big 5 Insurance Policies | 2007 | HQ Treasury | |||||||||||
645
|
Copies of Big 5 Insurance Policies | 2008 | HQ Treasury | |||||||||||
646
|
Copies of Big 5 Insurance Policies | 2009 | HQ Treasury | |||||||||||
647
|
Copies of Big 5 Insurance Policies | 2010 | HQ Treasury | |||||||||||
648
|
Copies of Big 5 Insurance Policies | 2011 | HQ Treasury | |||||||||||
649
|
Copies of Big 5 Broker Agreements | 2006 | HQ Treasury | |||||||||||
650
|
Copies of Big 5 Broker Agreements | 2007 | HQ Treasury | |||||||||||
651
|
Copies of Big 5 Broker Agreements | 2008 | HQ Treasury | |||||||||||
652
|
Copies of Big 5 Broker Agreements | 2009 | HQ Treasury | |||||||||||
653
|
Copies of Big 5 Broker Agreements | 2010 | HQ Treasury | |||||||||||
654
|
Copies of Big 5 Broker Agreements | 2011 | HQ Treasury | |||||||||||
655
|
ITT HQ General Ledger Print-outs of the Insurance Charges (Big 5) and allocations to Def BUs (System-generated) (Fullan) | 2006 | HQ Controllers |
Year, if | Dept | Complete | ||||||||||||
# | Description | applicable | Affected | (Y/N) | Comments | |||||||||
656
|
ITT HQ General Ledger Print-outs of the Insurance Charges (Big 5) and allocations to Def BUs (System-generated) (Fullan) | 2007 | HQ Controllers | |||||||||||
657
|
ITT HQ General Ledger Print-outs of the Insurance Charges (Big 5) and allocations to Def BUs (System-generated) (Fullan) | 2008 | HQ Controllers | |||||||||||
658
|
ITT HQ General Ledger Print-outs of the Insurance Charges (Big 5) and allocations to Def BUs (System-generated) (Fullan) | 2009 | HQ Controllers | |||||||||||
659
|
ITT HQ General Ledger Print-outs of the Insurance Charges (Big 5) and allocations to Def BUs (System-generated) (Fullan) | 2010 | HQ Controllers | |||||||||||
660
|
ITT HQ General Ledger Print-outs of the Insurance Charges (Big 5) and allocations to Def BUs (System-generated) (Fullan) | 2011 | HQ Controllers | |||||||||||
661
|
JEs and Support for all Big 5 Insrance Charges on the GL and allocations to Defense | 2006 | HQ Controllers | |||||||||||
662
|
JEs and Support for all Big 5 Insrance Charges on the GL and allocations to Defense | 2007 | HQ Controllers |
Year, if | Dept | Complete | ||||||||||||
# | Description | applicable | Affected | (Y/N) | Comments | |||||||||
663
|
JEs and Support for all Big 5 Insrance Charges on the GL and allocations to Defense | 2008 | HQ Controllers | |||||||||||
664
|
JEs and Support for all Big 5 Insrance Charges on the GL and allocations to Defense | 2009 | HQ Controllers | |||||||||||
665
|
JEs and Support for all Big 5 Insrance Charges on the GL and allocations to Defense | 2010 | HQ Controllers | |||||||||||
666
|
JEs and Support for all Big 5 Insrance Charges on the GL and allocations to Defense | 2011 | HQ Controllers | |||||||||||
667
|
Documentation that shows that the Big 5 Insurance Polcies that ITT chose was a sound busniess decision (i.e. was it competed, analyses performed, etc) | 2006 | HQ Treasury | |||||||||||
668
|
Documentation that shows that the Big 5 Insurance Polcies that ITT chose was a sound busniess decision (i.e. was it competed, analyses performed, etc) | 2007 | HQ Treasury | |||||||||||
669
|
Documentation that shows that the Big 5 Insurance Polcies that ITT chose was a sound busniess decision (i.e. was it competed, analyses performed, etc) | 2008 | HQ Treasury |
Year, if | Dept | Complete | ||||||||||||
# | Description | applicable | Affected | (Y/N) | Comments | |||||||||
670
|
Documentation that shows that the Big 5 Insurance Polcies that ITT chose was a sound busniess decision (i.e. was it competed, analyses performed, etc) | 2009 | HQ Treasury | |||||||||||
671
|
Documentation that shows that the Big 5 Insurance Polcies that ITT chose was a sound busniess decision (i.e. was it competed, analyses performed, etc) | 2010 | HQ Treasury | |||||||||||
672
|
Documentation that shows that the Big 5 Insurance Polcies that ITT chose was a sound busniess decision (i.e. was it competed, analyses performed, etc) | 2011 | HQ Treasury | |||||||||||
673
|
FICA/FUTA/SUI Allocations to ITTHQ, DEHQ, and Defense BUs | 2006 | HQ Tax | |||||||||||
674
|
FICA/FUTA/SUI Allocations to ITTHQ, DEHQ, and Defense BUs | 2007 | HQ Tax | |||||||||||
675
|
FICA/FUTA/SUI Allocations to ITTHQ, DEHQ, and Defense BUs | 2008 | HQ Tax | |||||||||||
676
|
FICA/FUTA/SUI Allocations to ITTHQ, DEHQ, and Defense BUs | 2009 | HQ Tax |
Year, if | Dept | Complete | ||||||||||||
# | Description | applicable | Affected | (Y/N) | Comments | |||||||||
677
|
FICA/FUTA/SUI Allocations to ITTHQ, DEHQ, and Defense BUs | 2010 | HQ Tax | |||||||||||
678
|
FICA/FUTA/SUI Allocations to ITTHQ, DEHQ, and Defense BUs | 2011 | HQ Tax | |||||||||||
679
|
Supporting Source Docs for each element of the Calculations of FICA/FUTA/SUI Alllocation to HQ, DEHQ, Defense BUs. | 2006 | HQ Tax | |||||||||||
680
|
Supporting Source Docs for each element of the Calculations of FICA/FUTA/SUI Alllocation to HQ, DEHQ, Defense BUs. | 2007 | HQ Tax | |||||||||||
681
|
Supporting Source Docs for each element of the Calculations of FICA/FUTA/SUI Alllocation to HQ, DEHQ, Defense BUs. | 2008 | HQ Tax | |||||||||||
682
|
Supporting Source Docs for each element of the Calculations of FICA/FUTA/SUI Alllocation to HQ, DEHQ, Defense BUs. | 2009 | HQ Tax | |||||||||||
683
|
Supporting Source Docs for each element of the Calculations of FICA/FUTA/SUI Alllocation to HQ, DEHQ, Defense BUs. | 2010 | HQ Tax |
Year, if | Dept | Complete | ||||||||||||
# | Description | applicable | Affected | (Y/N) | Comments | |||||||||
684
|
Supporting Source Docs for each element of the Calculations of FICA/FUTA/SUI Alllocation to HQ, DEHQ, Defense BUs. | 2011 | HQ Tax | |||||||||||
685
|
FICA/FUTA/SUI tax returns that support the expense | 2006 | HQ Tax | |||||||||||
686
|
FICA/FUTA/SUI tax returns that support the expense | 2007 | HQ Tax | |||||||||||
687
|
FICA/FUTA/SUI tax returns that support the expense | 2008 | HQ Tax | |||||||||||
688
|
FICA/FUTA/SUI tax returns that support the expense | 2009 | HQ Tax | |||||||||||
689
|
FICA/FUTA/SUI tax returns that support the expense | 2010 | HQ Tax | |||||||||||
690
|
FICA/FUTA/SUI tax returns that support the expense | 2011 | HQ Tax | |||||||||||
691
|
Supporting Source Doumentation that supports the FICA/FUTA/SUI Tax Retruns |
2006 | HQ Tax | |||||||||||
692
|
Supporting Source Doumentation that supports the FICA/FUTA/SUI Tax Retruns |
2007 | HQ Tax | |||||||||||
693
|
Supporting Source Doumentation that supports the FICA/FUTA/SUI Tax Retruns |
2008 | HQ Tax | |||||||||||
694
|
Supporting Source Doumentation that supports the FICA/FUTA/SUI Tax Retruns |
2009 | HQ Tax |
Year, if | Dept | Complete | ||||||||||||
# | Description | applicable | Affected | (Y/N) | Comments | |||||||||
695
|
Supporting Source Doumentation that supports the FICA/FUTA/SUI Tax Retruns |
2010 | HQ Tax | |||||||||||
696
|
Supporting Source Doumentation that supports the FICA/FUTA/SUI Tax Retruns |
2011 | HQ Tax | |||||||||||
697
|
Proof of Payment to support the respective FICA?FUTA/SUI Tax expense | 2006 | HQ Tax | |||||||||||
698
|
Proof of Payment to support the respective FICA?FUTA/SUI Tax expense | 2007 | HQ Tax | |||||||||||
699
|
Proof of Payment to support the respective FICA?FUTA/SUI Tax expense | 2008 | HQ Tax | |||||||||||
700
|
Proof of Payment to support the respective FICA?FUTA/SUI Tax expense | 2009 | HQ Tax | |||||||||||
701
|
Proof of Payment to support the respective FICA?FUTA/SUI Tax expense | 2010 | HQ Tax | |||||||||||
702
|
Proof of Payment to support the respective FICA?FUTA/SUI Tax expense | 2011 | HQ Tax | |||||||||||
703
|
State Income & Franchise TaxI Allocations to ITTHQ, DEHQ, and Defense BUs | 2006 | HQ Tax |
Year, if | Dept | Complete | ||||||||||||
# | Description | applicable | Affected | (Y/N) | Comments | |||||||||
704
|
State Income & Franchise TaxI Allocations to ITTHQ, DEHQ, and Defense BUs | 2007 | HQ Tax | |||||||||||
705
|
State Income & Franchise TaxI Allocations to ITTHQ, DEHQ, and Defense BUs | 2008 | HQ Tax | |||||||||||
706
|
State Income & Franchise TaxI Allocations to ITTHQ, DEHQ, and Defense BUs | 2009 | HQ Tax | |||||||||||
707
|
State Income & Franchise TaxI Allocations to ITTHQ, DEHQ, and Defense BUs | 2010 | HQ Tax | |||||||||||
708
|
State Income & Franchise TaxI Allocations to ITTHQ, DEHQ, and Defense BUs | 2011 | HQ Tax | |||||||||||
709
|
Supporting Source Docs for each element of the Calculations of State Income & Franchine Tax Alllocations to HQ, DEHQ, Defense BUs. | 2006 | HQ Tax | |||||||||||
710
|
Supporting Source Docs for each element of the Calculations of State Income & Franchine Tax Alllocations to HQ, DEHQ, Defense BUs. | 2007 | HQ Tax | |||||||||||
711
|
Supporting Source Docs for each element of the Calculations of State Income & Franchine Tax Alllocations to HQ, DEHQ, Defense BUs. | 2008 | HQ Tax |
Year, if | Dept | Complete | ||||||||||||
# | Description | applicable | Affected | (Y/N) | Comments | |||||||||
712
|
Supporting Source Docs for each element of the Calculations of State Income & Franchine Tax Alllocations to HQ, DEHQ, Defense BUs. | 2009 | HQ Tax | |||||||||||
713
|
Supporting Source Docs for each element of the Calculations of State Income & Franchine Tax Alllocations to HQ, DEHQ, Defense BUs. | 2010 | HQ Tax | |||||||||||
714
|
Supporting Source Docs for each element of the Calculations of State Income & Franchine Tax Alllocations to HQ, DEHQ, Defense BUs. | 2011 | HQ Tax | |||||||||||
715
|
State Income & Franchise tax returns that support the expense, with Supporting Source Doumentation that supports the respective State Income & Franchise Tax Retruns |
2006 | HQ Tax | |||||||||||
716
|
State Income & Franchise tax returns that support the expense, with Supporting Source Doumentation that supports the respective State Income & Franchise Tax Retruns |
2007 | HQ Tax |
Year, if | Dept | Complete | ||||||||||||
# | Description | applicable | Affected | (Y/N) | Comments | |||||||||
717
|
State Income & Franchise tax returns that support the expense, with Supporting Source Doumentation that supports the respective State Income & Franchise Tax Retruns | 2008 | HQ Tax | |||||||||||
718
|
State Income & Franchise tax returns that support the expense, with Supporting Source Doumentation that supports the respective State Income & Franchise Tax Retruns | 2009 | HQ Tax | |||||||||||
719
|
State Income & Franchise tax returns that support the expense, with Supporting Source Doumentation that supports the respective State Income & Franchise Tax Retruns | 2010 | HQ Tax | |||||||||||
720
|
State Income & Franchise tax returns that support the expense, with Supporting Source Doumentation that supports the respective State Income & Franchise Tax Retruns | 2011 | HQ Tax |
Year, if | Dept | Complete | ||||||||||||
# | Description | applicable | Affected | (Y/N) | Comments | |||||||||
721
|
Proof of Payment to support the respective State Income & Franchise Tax expense | 2006 | HQ Tax | |||||||||||
722
|
Proof of Payment to support the respective State Income & Franchise Tax expense | 2007 | HQ Tax | |||||||||||
723
|
Proof of Payment to support the respective State Income & Franchise Tax expense | 2008 | HQ Tax | |||||||||||
724
|
Proof of Payment to support the respective State Income & Franchise Tax expense | 2009 | HQ Tax | |||||||||||
725
|
Proof of Payment to support the respective State Income & Franchise Tax expense | 2010 | HQ Tax | |||||||||||
726
|
Proof of Payment to support the respective State Income & Franchise Tax expense | 2011 | HQ Tax | |||||||||||
727
|
Environmental Database that supports the Enviromental Chargeouts to Defense BUs, including actual invoices, proof of payment, and any documentation that describes the requirement that this remediaiton is necessary | 2006 | HQ Controllers |
Year, if | Dept | Complete | ||||||||||||
# | Description | applicable | Affected | (Y/N) | Comments | |||||||||
728
|
Environmental Database that supports the Enviromental Chargeouts to Defense BUs, including actual invoices, proof of payment, and any documentation that describes the requirement that this remediaiton is necessary | 2007 | HQ Controllers | |||||||||||
729
|
Environmental Database that supports the Enviromental Chargeouts to Defense BUs, including actual invoices, proof of payment, and any documentation that describes the requirement that this remediaiton is necessary | 2008 | HQ Controllers | |||||||||||
730
|
Environmental Database that supports the Enviromental Chargeouts to Defense BUs, including actual invoices, proof of payment, and any documentation that describes the requirement that this remediaiton is necessary | 2009 | HQ Controllers |
Year, if | Dept | Complete | ||||||||||||
# | Description | applicable | Affected | (Y/N) | Comments | |||||||||
731
|
Environmental Database that supports the Enviromental Chargeouts to Defense BUs, including actual invoices, proof of payment, and any documentation that describes the requirement that this remediaiton is necessary | 2010 | HQ Controllers | |||||||||||
732
|
Environmental Database that supports the Enviromental Chargeouts to Defense BUs, including actual invoices, proof of payment, and any documentation that describes the requirement that this remediaiton is necessary | 2011 | HQ Controllers | |||||||||||
733
|
Flight Logs 2 Corporare Jets | 2006 | HQ Flight Ops Dept | |||||||||||
734
|
Flight Logs 2 Corporare Jets | 2007 | HQ Flight Ops Dept | |||||||||||
735
|
Flight Logs 2 Corporare Jets | 2008 | HQ Flight Ops Dept | |||||||||||
736
|
Flight Logs 2 Corporare Jets | 2009 | HQ Flight Ops Dept | |||||||||||
737
|
Flight Logs 2 Corporare Jets | 2010 | HQ Flight Ops Dept | |||||||||||
738
|
Flight Logs 2 Corporare Jets | 2011 | HQ Flight Ops Dept | |||||||||||
739
|
Lease Agreements for each Corporate Jet (assumption same jets since 2006), with lease amirization schedule & justification | 2011 | HQ Flight Ops Dept |
Year, if | Dept | Complete | ||||||||||||
# | Description | applicable | Affected | (Y/N) | Comments | |||||||||
740
|
Supporting Source Documents for Major CC 85100 (Aviation) expense accts (>$50k) |
2006 | HQ Flight Ops Dept | |||||||||||
741
|
Supporting Source Documents for Major CC 85100 (Aviation) expense accts (>$50k) |
2007 | HQ Flight Ops Dept | |||||||||||
742
|
Supporting Source Documents for Major CC 85100 (Aviation) expense accts (>$50k) |
2008 | HQ Flight Ops Dept | |||||||||||
743
|
Supporting Source Documents for Major CC 85100 (Aviation) expense accts (>$50k) |
2009 | HQ Flight Ops Dept | |||||||||||
744
|
Supporting Source Documents for Major CC 85100 (Aviation) expense accts (>$50k) |
2010 | HQ Flight Ops Dept | |||||||||||
745
|
Supporting Source Documents for Major CC 85100 (Aviation) expense accts (>$50k) |
2011 | HQ Flight Ops Dept | |||||||||||
746
|
Source Data related to # of miles flown by each Corporate Jet ( ) | 2006 | HQ Flight Ops Dept | |||||||||||
747
|
Source Data related to # of miles flown by each Corporate Jet ( ) | 2007 | HQ Flight Ops Dept |
Year, if | Dept | Complete | ||||||||||||
# | Description | applicable | Affected | (Y/N) | Comments | |||||||||
748
|
Source Data related to # of miles flown by each Corporate Jet (K Donnelly) | 2008 | HQ Flight Ops Dept | |||||||||||
749
|
Source Data related to # of miles flown by each Corporate Jet (K Donnelly) | 2009 | HQ Flight Ops Dept | |||||||||||
750
|
Source Data related to # of miles flown by each Corporate Jet (K Donnelly) | 2010 | HQ Flight Ops Dept | |||||||||||
751
|
Source Data related to # of miles flown by each Corporate Jet (K Donnelly) | 2011 | HQ Flight Ops Dept | |||||||||||
752
|
Fort Wayne Shared Service (FWSS) General Ledgers for all costs incurred by Cost Center/Department (System-generated PDF & xls format) |
2006 | FWSS Acctg | |||||||||||
753
|
Fort Wayne Shared Service (FWSS) General Ledgers for all costs incurred by Cost Center/Department (System-generated PDF & xls format) |
2007 | FWSS Acctg | |||||||||||
754
|
Fort Wayne Shared Service (FWSS) General Ledgers for all costs incurred by Cost Center/Department (System-generated PDF & xls format) |
2008 | FWSS Acctg |
Year, if | Dept | Complete | ||||||||||||
# | Description | applicable | Affected | (Y/N) | Comments | |||||||||
755
|
Fort Wayne Shared Service (FWSS) General Ledgers for all costs incurred by Cost Center/Department (System-generated PDF & xls format) |
2009 | FWSS Acctg | |||||||||||
756
|
Fort Wayne Shared Service (FWSS) General Ledgers for all costs incurred by Cost Center/Department (System-generated PDF & xls format) |
2010 | FWSS Acctg | |||||||||||
757
|
Fort Wayne Shared Service (FWSS) General Ledgers for all costs incurred by Cost Center/Department (System-generated PDF & xls format) |
2011 | FWSS Acctg | |||||||||||
758
|
All Journal Entries for FWSS Location Operations | 2006 | FWSS Acctg | |||||||||||
759
|
All Journal Entries for FWSS Location Operations | 2007 | FWSS Acctg | |||||||||||
760
|
All Journal Entries for FWSS Location Operations | 2008 | FWSS Acctg | |||||||||||
761
|
All Journal Entries for FWSS Location Operations | 2009 | FWSS Acctg | |||||||||||
762
|
All Journal Entries for FWSS Location Operations | 2010 | FWSS Acctg |
Year, if | Dept | Complete | ||||||||||||
# | Description | applicable | Affected | (Y/N) | Comments | |||||||||
763
|
All Journal Entries for FWSS Location Operations | 2011 | FWSS Acctg | |||||||||||
764
|
All Supporting Docs for the FWSS JEs | 2006 | FWSS Acctg | |||||||||||
765
|
All Supporting Docs for the FWSS JEs | 2007 | FWSS Acctg | |||||||||||
766
|
All Supporting Docs for the FWSS JEs | 2008 | FWSS Acctg | |||||||||||
767
|
All Supporting Docs for the FWSS JEs | 2009 | FWSS Acctg | |||||||||||
768
|
All Supporting Docs for the FWSS JEs | 2010 | FWSS Acctg | |||||||||||
769
|
All Supporting Docs for the FWSS JEs | 2011 | FWSS Acctg | |||||||||||
770
|
FWSS Infinuim Voucher Registers (CY 2006-2007?) | 2006 | FWSS Acctg | |||||||||||
771
|
FWSS Infinuim Voucher Registers (CY 2006-2007?) | 2007 | FWSS Acctg | |||||||||||
772
|
SAP P2P Voucher Register Invoice Listings for FWSS (CY 2007 -2011?) | 2007 | FWSS Acctg | |||||||||||
773
|
SAP P2P Voucher Register Invoice Listings for FWSS (CY 2007 -2011?) | 2008 | FWSS Acctg | |||||||||||
774
|
SAP P2P Voucher Register Invoice Listings for FWSS (CY 2007 -2011?) | 2009 | FWSS Acctg | |||||||||||
775
|
SAP P2P Voucher Register Invoice Listings for FWSS (CY 2007 -2011?) | 2010 | FWSS Acctg | |||||||||||
776
|
SAP P2P Voucher Register Invoice Listings for FWSS (CY 2007 -2011?) | 2011 | FWSS Acctg |
Year, if | Dept | Complete | ||||||||||||
# | Description | applicable | Affected | (Y/N) | Comments | |||||||||
777
|
FWSS SAP & Infinium Hardcopy Invoices & Invoice Proof of Payment (check, EFT, etc) | 2006 | FWSS Acctg | |||||||||||
778
|
FWSS SAP & Infinium Hardcopy Invoices & Invoice Proof of Payment (check, EFT, etc) | 2007 | FWSS Acctg | |||||||||||
779
|
FWSS SAP & Infinium Hardcopy Invoices & Invoice Proof of Payment (check, EFT, etc) | 2008 | FWSS Acctg | |||||||||||
780
|
FWSS SAP & Infinium Hardcopy Invoices & Invoice Proof of Payment (check, EFT, etc) | 2009 | FWSS Acctg | |||||||||||
781
|
FWSS SAP & Infinium Hardcopy Invoices & Invoice Proof of Payment (check, EFT, etc) | 2010 | FWSS Acctg | |||||||||||
782
|
FWSS SAP & Infinium Hardcopy Invoices & Invoice Proof of Payment (check, EFT, etc) | 2011 | FWSS Acctg | |||||||||||
783
|
Agreements/Contracts with Consultants, 3rd Part Service Providers, S/W & H/W Contracts, etc |
2006 | FWSS Acctg | |||||||||||
784
|
Agreements/Contracts with Consultants, 3rd Part Service Providers, S/W & H/W Contracts, etc |
2007 | FWSS Acctg |
Year, if | Dept | Complete | ||||||||||||
# | Description | applicable | Affected | (Y/N) | Comments | |||||||||
785
|
Agreements/Contracts with Consultants, 3rd Part Service Providers, S/W & H/W Contracts, etc |
2008 | FWSS Acctg | |||||||||||
786
|
Agreements/Contracts with Consultants, 3rd Part Service Providers, S/W & H/W Contracts, etc |
2009 | FWSS Acctg | |||||||||||
787
|
Agreements/Contracts with Consultants, 3rd Part Service Providers, S/W & H/W Contracts, etc |
2010 | FWSS Acctg | |||||||||||
788
|
Agreements/Contracts with Consultants, 3rd Part Service Providers, S/W & H/W Contracts, etc |
2011 | FWSS Acctg | |||||||||||
789
|
PARs/Approvals for ALL Software/Hardware Acquisiitions amd ALL Capital Expenditures/Acquisitions at All FWSS Locations |
2006 | FWSS Acctg | |||||||||||
790
|
PARs/Approvals for ALL Software/Hardware Acquisiitions amd ALL Capital Expenditures/Acquisitions at All FWSS Locations |
2007 | FWSS Acctg | |||||||||||
791
|
PARs/Approvals for ALL Software/Hardware Acquisiitions amd ALL Capital Expenditures/Acquisitions at All FWSS Locations |
2008 | FWSS Acctg |
Year, if | Dept | Complete | ||||||||||||
# | Description | applicable | Affected | (Y/N) | Comments | |||||||||
792
|
PARs/Approvals for ALL Software/Hardware Acquisiitions amd ALL Capital Expenditures/Acquisitions at All FWSS Locations |
2009 | FWSS Acctg | |||||||||||
793
|
PARs/Approvals for ALL Software/Hardware Acquisiitions amd ALL Capital Expenditures/Acquisitions at All FWSS Locations |
2010 | FWSS Acctg | |||||||||||
794
|
PARs/Approvals for ALL Software/Hardware Acquisiitions amd ALL Capital Expenditures/Acquisitions at All FWSS Locations |
2011 | FWSS Acctg | |||||||||||
795
|
Fixed Assets & Lease Register (incl Amortization sched), including any Leasehold Improvements, for all FWSS Locations Fixed Assets | 2006 | FWSS Acctg | |||||||||||
796
|
Fixed Assets & Lease Register (incl Amortization sched), including any Leasehold Improvements, for all FWSS Locations Fixed Assets | 2007 | FWSS Acctg | |||||||||||
797
|
Fixed Assets & Lease Register (incl Amortization sched), including any Leasehold Improvements, for all FWSS Locations Fixed Assets | 2008 | FWSS Acctg |
Year, if | Dept | Complete | ||||||||||||
# | Description | applicable | Affected | (Y/N) | Comments | |||||||||
798
|
Fixed Assets & Lease Register (incl Amortization sched), including any Leasehold Improvements, for all FWSS Locations Fixed Assets | 2009 | FWSS Acctg | |||||||||||
799
|
Fixed Assets & Lease Register (incl Amortization sched), including any Leasehold Improvements, for all FWSS Locations Fixed Assets | 2010 | FWSS Acctg | |||||||||||
800
|
Fixed Assets & Lease Register (incl Amortization sched), including any Leasehold Improvements, for all FWSS Locations Fixed Assets | 2011 | FWSS Acctg | |||||||||||
801
|
Depreciation Schedule and Basis for All FWSS Fixed Assets | 2006 | FWSS Acctg | |||||||||||
802
|
Depreciation Schedule and Basis for All FWSS Fixed Assets | 2007 | FWSS Acctg | |||||||||||
803
|
Depreciation Schedule and Basis for All FWSS Fixed Assets | 2008 | FWSS Acctg | |||||||||||
804
|
Depreciation Schedule and Basis for All FWSS Fixed Assets | 2009 | FWSS Acctg | |||||||||||
805
|
Depreciation Schedule and Basis for All FWSS Fixed Assets | 2010 | FWSS Acctg | |||||||||||
806
|
Depreciation Schedule and Basis for All FWSS Fixed Assets | 2011 | FWSS Acctg |
Year, if | Dept | Complete | ||||||||||||
# | Description | applicable | Affected | (Y/N) | Comments | |||||||||
807
|
Invoices for All Fixed Assers & Leasehold Improvements at All FW Shared Service Locations |
2006 | FWSS Acctg | |||||||||||
808
|
Invoices for All Fixed Assers & Leasehold Improvements at All FW Shared Service Locations |
2007 | FWSS Acctg | |||||||||||
809
|
Invoices for All Fixed Assers & Leasehold Improvements at All FW Shared Service Locations |
2008 | FWSS Acctg | |||||||||||
810
|
Invoices for All Fixed Assers & Leasehold Improvements at All FW Shared Service Locations |
2009 | FWSS Acctg | |||||||||||
811
|
Invoices for All Fixed Assers & Leasehold Improvements at All FW Shared Service Locations |
2010 | FWSS Acctg | |||||||||||
812
|
Invoices for All Fixed Assers & Leasehold Improvements at All FW Shared Service Locations |
2011 | FWSS Acctg | |||||||||||
813
|
Rental Agreements that support all FW Shared Service Rental Expenses |
2006 | FWSS Acctg | |||||||||||
814
|
Rental Agreements that support all FW Shared Service Rental Expenses |
2007 | FWSS Acctg | |||||||||||
815
|
Rental Agreements that support all FW Shared Service Rental Expenses |
2008 | FWSS Acctg |
Year, if | Dept | Complete | ||||||||||||
# | Description | applicable | Affected | (Y/N) | Comments | |||||||||
816
|
Rental Agreements that support all FW Shared Service Rental Expenses |
2009 | FWSS Acctg | |||||||||||
817
|
Rental Agreements that support all FW Shared Service Rental Expenses |
2010 | FWSS Acctg | |||||||||||
818
|
Rental Agreements that support all FW Shared Service Rental Expenses |
2011 | FWSS Acctg | |||||||||||
819
|
Payroll Registers for All FWSS Locations | 2006 | FWSS Acctg | |||||||||||
820
|
Payroll Registers for All FWSS Locations | 2007 | FWSS Acctg | |||||||||||
821
|
Payroll Registers for All FWSS Locations | 2008 | FWSS Acctg | |||||||||||
822
|
Payroll Registers for All FWSS Locations | 2009 | FWSS Acctg | |||||||||||
823
|
Payroll Registers for All FWSS Locations | 2010 | FWSS Acctg | |||||||||||
824
|
Payroll Registers for All FWSS Locations | 2011 | FWSS Acctg | |||||||||||
825
|
Concur Reports (with receiipts) related to all FW Shared Service Locations | 2006 | FWSS Acctg | |||||||||||
826
|
Concur Reports (with receiipts) related to all FW Shared Service Locations | 2007 | FWSS Acctg | |||||||||||
827
|
Concur Reports (with receiipts) related to all FW Shared Service Locations | 2008 | FWSS Acctg | |||||||||||
828
|
Concur Reports (with receiipts) related to all FW Shared Service Locations | 2009 | FWSS Acctg |
Year, if | Dept | Complete | ||||||||||||
# | Description | applicable | Affected | (Y/N) | Comments | |||||||||
829
|
Concur Reports (with receiipts) related to all FW Shared Service Locations | 2010 | FWSS Acctg | |||||||||||
830
|
Concur Reports (with receiipts) related to all FW Shared Service Locations | 2011 | FWSS Acctg | |||||||||||
831
|
FWSS INTERCOMPANY STATEMENT OFF ACCOUNT -to ITTHQ and ALL Defense Sites(Group, VCs, BUs), Entire Year (Syste,-generated PDF & XLS format) | 2006 | FWSS Acctg | |||||||||||
832
|
FWSS INTERCOMPANY STATEMENT OFF ACCOUNT -to ITTHQ and ALL Defense Sites(Group, VCs, BUs), Entire Year (Syste,-generated PDF & XLS format) | 2007 | FWSS Acctg | |||||||||||
833
|
FWSS INTERCOMPANY STATEMENT OFF ACCOUNT -to ITTHQ and ALL Defense Sites(Group, VCs, BUs), Entire Year (Syste,-generated PDF & XLS format) | 2008 | FWSS Acctg | |||||||||||
834
|
FWSS INTERCOMPANY STATEMENT OFF ACCOUNT -to ITTHQ and ALL Defense Sites(Group, VCs, BUs), Entire Year (Syste,-generated PDF & XLS format) | 2009 | FWSS Acctg |
Year, if | Dept | Complete | ||||||||||||
# | Description | applicable | Affected | (Y/N) | Comments | |||||||||
835
|
FWSS INTERCOMPANY STATEMENT OFF ACCOUNT -to ITTHQ and ALL Defense Sites(Group, VCs, BUs), Entire Year (Syste,-generated PDF & XLS format) | 2010 | FWSS Acctg | |||||||||||
836
|
FWSS INTERCOMPANY STATEMENT OFF ACCOUNT -to ITTHQ and ALL Defense Sites(Group, VCs, BUs), Entire Year (Syste,-generated PDF & XLS format) | 2011 | FWSS Acctg | |||||||||||
837
|
All Supporting Journal Entries for FWSS Intercompany Statement of Account, including ALL supporting Source Docs and DC Advices for the FWSS I/C Statement JEs | 2006 | FWSS Acctg | |||||||||||
838
|
All Supporting Journal Entries for FWSS Intercompany Statement of Account, including ALL supporting Source Docs and DC Advices for the FWSS I/C Statement JEs | 2007 | FWSS Acctg |
Year, if | Dept | Complete | ||||||||||||
# | Description | applicable | Affected | (Y/N) | Comments | |||||||||
839
|
All Supporting Journal Entries for FWSS Intercompany Statement of Account, including ALL supporting Source Docs and DC Advices for the FWSS I/C Statement JEs | 2008 | FWSS Acctg | |||||||||||
840
|
All Supporting Journal Entries for FWSS Intercompany Statement of Account, including ALL supporting Source Docs and DC Advices for the FWSS I/C Statement JEs | 2009 | FWSS Acctg | |||||||||||
841
|
All Supporting Journal Entries for FWSS Intercompany Statement of Account, including ALL supporting Source Docs and DC Advices for the FWSS I/C Statement JEs | 2010 | FWSS Acctg | |||||||||||
842
|
All Supporting Journal Entries for FWSS Intercompany Statement of Account, including ALL supporting Source Docs and DC Advices for the FWSS I/C Statement JEs | 2011 | FWSS Acctg |
Year, if | Dept | Complete | ||||||||||||
# | Description | applicable | Affected | (Y/N) | Comments | |||||||||
843
|
Supporting Allocation Calculations (with references to JEs/DCs by month) to all FWSS allocations and True-ups to ITTHQ, DEHQ, and the Defense VCs/BUs, including the following FWSS allocations: | 2006 | FWSS Acctg | |||||||||||
FWSS AP Allocation, Concur Travel User Fees, Defense Apps, Enterprise Apps, Payroll Alloc, 401(k) Hourly, ISP Salaried, ISP Salaried Excess, Metlife (STD & LIFE) Salaried, FICA/FMHI, FUTA, SUI |
||||||||||||||
844
|
Supporting Allocation Calculations (with references to JEs/DCs by month) to all FWSS allocations and True-ups to ITTHQ, DEHQ, and the Defense VCs/BUs, including the following FWSS allocations: | 2007 | FWSS Acctg | |||||||||||
FWSS AP Allocation, Concur Travel User Fees, Defense Apps, Enterprise Apps, Payroll Alloc, 401(k) Hourly, ISP Salaried, ISP Salaried Excess, Metlife (STD & LIFE) Salaried, FICA/FMHI, FUTA, SUI |
Year, if | Dept | Complete | ||||||||||||
# | Description | applicable | Affected | (Y/N) | Comments | |||||||||
845
|
Supporting Allocation Calculations (with references to JEs/DCs by month) to all FWSS allocations and True-ups to ITTHQ, DEHQ, and the Defense VCs/BUs, including the following FWSS allocations: | 2008 | FWSS Acctg | |||||||||||
FWSS AP Allocation, Concur Travel User Fees, Defense Apps, Enterprise Apps, Payroll Alloc, 401(k) Hourly, ISP Salaried, ISP Salaried Excess, Metlife (STD & LIFE) Salaried, FICA/FMHI, FUTA, SUI |
||||||||||||||
846
|
Supporting Allocation Calculations (with references to JEs/DCs by month) to all FWSS allocations and True-ups to ITTHQ, DEHQ, and the Defense VCs/BUs, including the following FWSS allocations: | 2009 | FWSS Acctg | |||||||||||
FWSS AP Allocation, Concur Travel User Fees, Defense Apps, Enterprise Apps, Payroll Alloc, 401(k) Hourly, ISP Salaried, ISP Salaried Excess, Metlife (STD & LIFE) Salaried, FICA/FMHI, FUTA, SUI |
Year, if | Dept | Complete | ||||||||||||
# | Description | applicable | Affected | (Y/N) | Comments | |||||||||
847
|
Supporting Allocation Calculations (with references to JEs/DCs by month) to all FWSS allocations and True-ups to ITTHQ, DEHQ, and the Defense VCs/BUs, including the following FWSS allocations: | 2010 | FWSS Acctg | |||||||||||
FWSS AP Allocation, Concur Travel User Fees, Defense Apps, Enterprise Apps, Payroll Alloc, 401(k) Hourly, ISP Salaried, ISP Salaried Excess, Metlife (STD & LIFE) Salaried, FICA/FMHI, FUTA, SUI |
||||||||||||||
848
|
Supporting Allocation Calculations (with references to JEs/DCs by month) to all FWSS allocations and True-ups to ITTHQ, DEHQ, and the Defense VCs/BUs, including the following FWSS allocations: | 2011 | FWSS Acctg | |||||||||||
FWSS AP Allocation, Concur Travel User Fees, Defense Apps, Enterprise Apps, Payroll Alloc, 401(k) Hourly, ISP Salaried, ISP Salaried Excess, Metlife (STD & LIFE) Salaried, FICA/FMHI, FUTA, SUI |
Year, if | Dept | Complete | ||||||||||||
# | Description | applicable | Affected | (Y/N) | Comments | |||||||||
849
|
Supporting Source Docs for each element of the Basis of Allocation for each FWSS Alllocation to HQ, DEHQ, Defense BUs listed above (i.e. System-generated Active Directory Listing, et al) | 2006 | FWSS Acctg | |||||||||||
850
|
Supporting Source Docs for each element of the Basis of Allocation for each FWSS Alllocation to HQ, DEHQ, Defense BUs listed above (i.e. System-generated Active Directory Listing, et al) | 2007 | FWSS Acctg | |||||||||||
851
|
Supporting Source Docs for each element of the Basis of Allocation for each FWSS Alllocation to HQ, DEHQ, Defense BUs listed above (i.e. System-generated Active Directory Listing, et al) | 2008 | FWSS Acctg |
Year, if | Dept | Complete | ||||||||||||
# | Description | applicable | Affected | (Y/N) | Comments | |||||||||
852
|
Supporting Source Docs for each element of the Basis of Allocation for each FWSS Alllocation to HQ, DEHQ, Defense BUs listed above (i.e. System-generated Active Directory Listing, et al) | 2009 | FWSS Acctg | |||||||||||
853
|
Supporting Source Docs for each element of the Basis of Allocation for each FWSS Alllocation to HQ, DEHQ, Defense BUs listed above (i.e. System-generated Active Directory Listing, et al) | 2010 | FWSS Acctg | |||||||||||
854
|
Supporting Source Docs for each element of the Basis of Allocation for each FWSS Alllocation to HQ, DEHQ, Defense BUs listed above (i.e. System-generated Active Directory Listing, et al) | 2011 | FWSS Acctg | |||||||||||
855
|
Seneca Falls Shared Service (FRC/EI/TDS) General Ledgers for all costs incurred by Cost Center/Department (System-generated PDF & xls format) |
2006 | Seneca Falls Shared Services (FRC/EI/TDS) |
Year, if | Dept | Complete | ||||||||||||
# | Description | applicable | Affected | (Y/N) | Comments | |||||||||
856
|
Seneca Falls Shared Service (FRC/EI/TDS) General Ledgers for all costs incurred by Cost Center/Department (System-generated PDF & xls format) |
2007 | Seneca Falls Shared Services (FRC/EI/TDS) | |||||||||||
857
|
Seneca Falls Shared Service (FRC/EI/TDS) General Ledgers for all costs incurred by Cost Center/Department (System-generated PDF & xls format) |
2008 | Seneca Falls Shared Services (FRC/EI/TDS) | |||||||||||
858
|
Seneca Falls Shared Service (FRC/EI/TDS) General Ledgers | 2009 | Seneca Falls Shared Services (FRC/EI/TDS) | |||||||||||
for all costs incurred by Cost Center/Department (System-generated PDF & xls format) |
||||||||||||||
859
|
Seneca Falls Shared Service (FRC/EI/TDS) General Ledgers for all costs incurred by Cost Center/Department (System-generated PDF & xls format) |
2010 | Seneca Falls Shared Services (FRC/EI/TDS) | |||||||||||
860
|
Seneca Falls Shared Service (FRC/EI/TDS) General Ledgers for all costs incurred by Cost Center/Department (System-generated PDF & xls format) |
2011 | Seneca Falls Shared Services (FRC/EI/TDS) |
Year, if | Dept | Complete | ||||||||||||
# | Description | applicable | Affected | (Y/N) | Comments | |||||||||
861
|
All Journal Entries for FRC/EI/TDS Location Operations | 2006 | Seneca Falls Shared Services (FRC/EI/TDS) | |||||||||||
862
|
All Journal Entries for FRC/EI/TDS Location Operations | 2007 | Seneca Falls Shared Services (FRC/EI/TDS) | |||||||||||
863
|
All Journal Entries for FRC/EI/TDS Location Operations | 2008 | Seneca Falls Shared Services (FRC/EI/TDS) | |||||||||||
864
|
All Journal Entries for FRC/EI/TDS Location Operations | 2009 | Seneca Falls Shared Services (FRC/EI/TDS) | |||||||||||
865
|
All Journal Entries for FRC/EI/TDS Location Operations | 2010 | Seneca Falls Shared Services (FRC/EI/TDS) | |||||||||||
866
|
All Journal Entries for FRC/EI/TDS Location Operations | 2011 | Seneca Falls Shared Services (FRC/EI/TDS) | |||||||||||
867
|
All Supporting Docs for the FRC/EI/TDS JEs | 2006 | Seneca Falls Shared Services (FRC/EI/TDS) | |||||||||||
868
|
All Supporting Docs for the FRC/EI/TDS JEs | 2007 | Seneca Falls Shared Services (FRC/EI/TDS) | |||||||||||
869
|
All Supporting Docs for the FRC/EI/TDS JEs | 2008 | Seneca Falls Shared Services (FRC/EI/TDS) | |||||||||||
870
|
All Supporting Docs for the FRC/EI/TDS JEs | 2009 | Seneca Falls Shared Services (FRC/EI/TDS) | |||||||||||
871
|
All Supporting Docs for the FRC/EI/TDS JEs | 2010 | Seneca Falls Shared Services (FRC/EI/TDS) | |||||||||||
872
|
All Supporting Docs for the FRC/EI/TDS JEs | 2011 | Seneca Falls Shared Services (FRC/EI/TDS) |
Year, if | Dept | Complete | ||||||||||||
# | Description | applicable | Affected | (Y/N) | Comments | |||||||||
873
|
SAP P2P Voucher Register Invoice Listings for FRC/EI/TDS (CY 2006 -2011?) | 2006 | Seneca Falls Shared Services (FRC/EI/TDS) | |||||||||||
874
|
SAP P2P Voucher Register Invoice Listings for FRC/EI/TDS (CY 2006 -2011?) | 2007 | Seneca Falls Shared Services (FRC/EI/TDS) | |||||||||||
875
|
SAP P2P Voucher Register Invoice Listings for FRC/EI/TDS (CY 2006 -2011?) | 2008 | Seneca Falls Shared Services (FRC/EI/TDS) | |||||||||||
876
|
SAP P2P Voucher Register Invoice Listings for FRC/EI/TDS (CY 2006 -2011?) | 2009 | Seneca Falls Shared Services (FRC/EI/TDS) | |||||||||||
877
|
SAP P2P Voucher Register Invoice Listings for FRC/EI/TDS (CY 2006 -2011?) | 2010 | Seneca Falls Shared Services (FRC/EI/TDS) | |||||||||||
878
|
SAP P2P Voucher Register Invoice Listings for FRC/EI/TDS (CY 2006 -2011?) | 2011 | Seneca Falls Shared Services (FRC/EI/TDS) | |||||||||||
879
|
FRC/EI/TDS SAP & Infinium Hardcopy Invoices & Invoice Proof of Payment (check, EFT, etc) | 2006 | Seneca Falls Shared Services (FRC/EI/TDS) | |||||||||||
880
|
FRC/EI/TDS SAP & Infinium Hardcopy Invoices & Invoice Proof of Payment (check, EFT, etc) | 2007 | Seneca Falls Shared Services (FRC/EI/TDS) | |||||||||||
881
|
FRC/EI/TDS SAP & Infinium Hardcopy Invoices & Invoice Proof of Payment (check, EFT, etc) | 2008 | Seneca Falls Shared Services (FRC/EI/TDS) |
Year, if | Dept | Complete | ||||||||||||
# | Description | applicable | Affected | (Y/N) | Comments | |||||||||
882
|
FRC/EI/TDS SAP & Infinium Hardcopy Invoices & Invoice Proof of Payment (check, EFT, etc) | 2009 | Seneca Falls Shared Services (FRC/EI/TDS) | |||||||||||
883
|
FRC/EI/TDS SAP & Infinium Hardcopy Invoices & Invoice Proof of Payment (check, EFT, etc) | 2010 | Seneca Falls Shared Services (FRC/EI/TDS) | |||||||||||
884
|
FRC/EI/TDS SAP & Infinium Hardcopy Invoices & Invoice Proof of Payment (check, EFT, etc) | 2011 | Seneca Falls Shared Services (FRC/EI/TDS) | |||||||||||
885
|
Agreements/Contracts with Consultants, 3rd Part Service Providers, S/W & H/W Contracts, etc |
2006 | Seneca Falls Shared Services (FRC/EI/TDS) | |||||||||||
886
|
Agreements/Contracts with Consultants, 3rd Part Service Providers, S/W & H/W Contracts, etc |
2007 | Seneca Falls Shared Services (FRC/EI/TDS) | |||||||||||
887
|
Agreements/Contracts with Consultants, 3rd Part Service Providers, S/W & H/W Contracts, etc |
2008 | Seneca Falls Shared Services (FRC/EI/TDS) | |||||||||||
888
|
Agreements/Contracts with Consultants, 3rd Part Service Providers, S/W & H/W Contracts, etc |
2009 | Seneca Falls Shared Services (FRC/EI/TDS) | |||||||||||
889
|
Agreements/Contracts with Consultants, 3rd Part Service Providers, S/W & H/W Contracts, etc |
2010 | Seneca Falls Shared Services (FRC/EI/TDS) |
Year, if | Dept | Complete | ||||||||||||
# | Description | applicable | Affected | (Y/N) | Comments | |||||||||
890
|
Agreements/Contracts with Consultants, 3rd Part Service Providers, S/W & H/W Contracts, etc |
2011 | Seneca Falls Shared Services (FRC/EI/TDS) | |||||||||||
891
|
PARs/Approvals for ALL Software/Hardware Acquisiitions amd ALL Capital Expenditures/Acquisitions at All FRC/EI/TDS Locations |
2006 | Seneca Falls Shared Services (FRC/EI/TDS) | |||||||||||
892
|
PARs/Approvals for ALL Software/Hardware Acquisiitions amd ALL Capital Expenditures/Acquisitions at All FRC/EI/TDS Locations |
2007 | Seneca Falls Shared Services (FRC/EI/TDS) | |||||||||||
893
|
PARs/Approvals for ALL Software/Hardware Acquisiitions amd ALL Capital Expenditures/Acquisitions at All FRC/EI/TDS Locations |
2008 | Seneca Falls Shared Services (FRC/EI/TDS) | |||||||||||
894
|
PARs/Approvals for ALL Software/Hardware Acquisiitions amd ALL Capital Expenditures/Acquisitions at All FRC/EI/TDS Locations |
2009 | Seneca Falls Shared Services (FRC/EI/TDS) | |||||||||||
895
|
PARs/Approvals for ALL Software/Hardware Acquisiitions amd ALL Capital Expenditures/Acquisitions at All FRC/EI/TDS Locations |
2010 | Seneca Falls Shared Services (FRC/EI/TDS) |
Year, if | Dept | Complete | ||||||||||||
# | Description | applicable | Affected | (Y/N) | Comments | |||||||||
896
|
PARs/Approvals for ALL Software/Hardware Acquisiitions amd ALL Capital Expenditures/Acquisitions at All FRC/EI/TDS Locations |
2011 | Seneca Falls Shared Services (FRC/EI/TDS) | |||||||||||
897
|
Fixed Assets & Lease Register (incl Amortization sched), including any Leasehold Improvements, for all FRC/EI/TDS Locations Fixed Assets | 2006 | Seneca Falls Shared Services (FRC/EI/TDS) | |||||||||||
898
|
Fixed Assets & Lease Register (incl Amortization sched), including any Leasehold Improvements, for all FRC/EI/TDS Locations Fixed Assets | 2007 | Seneca Falls Shared Services (FRC/EI/TDS) | |||||||||||
899
|
Fixed Assets & Lease Register (incl Amortization sched), including any Leasehold Improvements, for all FRC/EI/TDS Locations Fixed Assets | 2008 | Seneca Falls Shared Services (FRC/EI/TDS) | |||||||||||
900
|
Fixed Assets & Lease Register (incl Amortization sched), including any Leasehold Improvements, for all FRC/EI/TDS Locations Fixed Assets | 2009 | Seneca Falls Shared Services (FRC/EI/TDS) | |||||||||||
901
|
Fixed Assets & Lease Register (incl Amortization sched), including any Leasehold Improvements, for all FRC/EI/TDS Locations Fixed Assets | 2010 | Seneca Falls Shared Services (FRC/EI/TDS) |
Year, if | Dept | Complete | ||||||||||||
# | Description | applicable | Affected | (Y/N) | Comments | |||||||||
902
|
Fixed Assets & Lease Register (incl Amortization sched), including any Leasehold Improvements, for all FRC/EI/TDS Locations Fixed Assets | 2011 | Seneca Falls Shared Services (FRC/EI/TDS) | |||||||||||
903
|
Depreciation Schedule and Basis for All FRC/EI/TDS Fixed Assets | 2006 | Seneca Falls Shared Services (FRC/EI/TDS) | |||||||||||
904
|
Depreciation Schedule and Basis for All FRC/EI/TDS Fixed Assets | 2007 | Seneca Falls Shared Services (FRC/EI/TDS) | |||||||||||
905
|
Depreciation Schedule and Basis for All FRC/EI/TDS Fixed Assets | 2008 | Seneca Falls Shared Services (FRC/EI/TDS) | |||||||||||
906
|
Depreciation Schedule and Basis for All FRC/EI/TDS Fixed Assets | 2009 | Seneca Falls Shared Services (FRC/EI/TDS) | |||||||||||
907
|
Depreciation Schedule and Basis for All FRC/EI/TDS Fixed Assets | 2010 | Seneca Falls Shared Services (FRC/EI/TDS) | |||||||||||
908
|
Depreciation Schedule and Basis for All FRC/EI/TDS Fixed Assets | 2011 | Seneca Falls Shared Services (FRC/EI/TDS) | |||||||||||
909
|
Invoices for All Fixed Assers & Leasehold Improvements at All FW Shared Service Locations |
2006 | Seneca Falls Shared Services (FRC/EI/TDS) |
Year, if | Dept | Complete | ||||||||||||
# | Description | applicable | Affected | (Y/N) | Comments | |||||||||
910
|
Invoices for All Fixed Assers & Leasehold Improvements at All FW Shared Service Locations |
2007 | Seneca Falls Shared Services (FRC/EI/TDS) | |||||||||||
911
|
Invoices for All Fixed Assers & Leasehold Improvements at All FW Shared Service Locations |
2008 | Seneca Falls Shared Services (FRC/EI/TDS) | |||||||||||
912
|
Invoices for All Fixed Assers & Leasehold Improvements at All FW Shared Service Locations |
2009 | Seneca Falls Shared Services (FRC/EI/TDS) | |||||||||||
913
|
Invoices for All Fixed Assers & Leasehold Improvements at All FW Shared Service Locations |
2010 | Seneca Falls Shared Services (FRC/EI/TDS) | |||||||||||
914
|
Invoices for All Fixed Assers & Leasehold Improvements at All FW Shared Service Locations |
2011 | Seneca Falls Shared Services (FRC/EI/TDS) | |||||||||||
915
|
Rental Agreements that support all FW Shared Service Rental Expenses |
2006 | Seneca Falls Shared Services (FRC/EI/TDS) | |||||||||||
916
|
Rental Agreements that support all FW Shared Service Rental Expenses |
2007 | Seneca Falls Shared Services (FRC/EI/TDS) | |||||||||||
917
|
Rental Agreements that support all FW Shared Service Rental Expenses |
2008 | Seneca Falls Shared Services (FRC/EI/TDS) | |||||||||||
918
|
Rental Agreements that support all FW Shared Service Rental Expenses |
2009 | Seneca Falls Shared Services (FRC/EI/TDS) | |||||||||||
919
|
Rental Agreements that support all FW Shared Service Rental Expenses |
2010 | Seneca Falls Shared Services (FRC/EI/TDS) |
Year, if | Dept | Complete | ||||||||||||
# | Description | applicable | Affected | (Y/N) | Comments | |||||||||
920
|
Rental Agreements that support all FW Shared Service Rental Expenses |
2011 | Seneca Falls Shared Services (FRC/EI/TDS) | |||||||||||
921
|
Payroll Registers for All FRC/EI/TDS Locations | 2006 | Seneca Falls Shared Services (FRC/EI/TDS) | |||||||||||
922
|
Payroll Registers for All FRC/EI/TDS Locations | 2007 | Seneca Falls Shared Services (FRC/EI/TDS) | |||||||||||
923
|
Payroll Registers for All FRC/EI/TDS Locations | 2008 | Seneca Falls Shared Services (FRC/EI/TDS) | |||||||||||
924
|
Payroll Registers for All FRC/EI/TDS Locations | 2009 | Seneca Falls Shared Services (FRC/EI/TDS) | |||||||||||
925
|
Payroll Registers for All FRC/EI/TDS Locations | 2010 | Seneca Falls Shared Services (FRC/EI/TDS) | |||||||||||
926
|
Payroll Registers for All FRC/EI/TDS Locations | 2011 | Seneca Falls Shared Services (FRC/EI/TDS) | |||||||||||
927
|
Concur Reports (with receiipts) related to all FW Shared Service Locations | 2006 | Seneca Falls Shared Services (FRC/EI/TDS) | |||||||||||
928
|
Concur Reports (with receiipts) related to all FW Shared Service Locations | 2007 | Seneca Falls Shared Services (FRC/EI/TDS) | |||||||||||
929
|
Concur Reports (with receiipts) related to all FW Shared Service Locations | 2008 | Seneca Falls Shared Services (FRC/EI/TDS) | |||||||||||
930
|
Concur Reports (with receiipts) related to all FW Shared Service Locations | 2009 | Seneca Falls Shared Services (FRC/EI/TDS) |
Year, if | Dept | Complete | ||||||||||||
# | Description | applicable | Affected | (Y/N) | Comments | |||||||||
931
|
Concur Reports (with receiipts) related to all FW Shared Service Locations | 2010 | Seneca Falls Shared Services (FRC/EI/TDS) | |||||||||||
932
|
Concur Reports (with receiipts) related to all FW Shared Service Locations | 2011 | Seneca Falls Shared Services (FRC/EI/TDS) | |||||||||||
933
|
FRC/EI/TDS INTERCOMPANY STATEMENT OFF ACCOUNT -to ITTHQ and ALL Defense Sites(Group, VCs, BUs), Entire Year (Syste,-generated PDF & XLS format) | 2006 | Seneca Falls Shared Services (FRC/EI/TDS) | |||||||||||
934
|
FRC/EI/TDS INTERCOMPANY STATEMENT OFF ACCOUNT -to ITTHQ and ALL Defense Sites(Group, VCs, BUs), Entire Year (Syste,-generated PDF & XLS format) | 2007 | Seneca Falls Shared Services (FRC/EI/TDS) | |||||||||||
935
|
FRC/EI/TDS INTERCOMPANY STATEMENT OFF ACCOUNT -to ITTHQ and ALL Defense Sites(Group, VCs, BUs), Entire Year (Syste,-generated PDF & XLS format) | 2008 | Seneca Falls Shared Services (FRC/EI/TDS) | |||||||||||
936
|
FRC/EI/TDS INTERCOMPANY STATEMENT OFF ACCOUNT -to ITTHQ and ALL Defense Sites(Group, VCs, BUs), Entire Year (Syste,-generated PDF & XLS format) | 2009 | Seneca Falls Shared Services (FRC/EI/TDS) |
Year, if | Dept | Complete | ||||||||||||
# | Description | applicable | Affected | (Y/N) | Comments | |||||||||
937
|
FRC/EI/TDS INTERCOMPANY STATEMENT OFF ACCOUNT -to ITTHQ and ALL Defense Sites(Group, VCs, BUs), Entire Year (Syste,-generated PDF & XLS format) | 2010 | Seneca Falls Shared Services (FRC/EI/TDS) | |||||||||||
938
|
FRC/EI/TDS INTERCOMPANY STATEMENT OFF ACCOUNT -to ITTHQ and ALL Defense Sites(Group, VCs, BUs), Entire Year (Syste,-generated PDF & XLS format) | 2011 | Seneca Falls Shared Services (FRC/EI/TDS) | |||||||||||
939
|
All Supporting Journal Entries for FRC/EI/TDS Intercompany Statement of Account, including ALL supporting Source Docs and DC Advices for the FRC/EI/TDS I/C Statement JEs | 2006 | Seneca Falls Shared Services (FRC/EI/TDS) | |||||||||||
940
|
All Supporting Journal Entries for FRC/EI/TDS Intercompany Statement of Account, including ALL supporting Source Docs and DC Advices for the FRC/EI/TDS I/C Statement JEs | 2007 | Seneca Falls Shared Services (FRC/EI/TDS) |
Year, if | Dept | Complete | ||||||||||||
# | Description | applicable | Affected | (Y/N) | Comments | |||||||||
941
|
All Supporting Journal Entries for FRC/EI/TDS Intercompany Statement of Account, including ALL supporting Source Docs and DC Advices for the FRC/EI/TDS I/C Statement JEs | 2008 | Seneca Falls Shared Services (FRC/EI/TDS) | |||||||||||
942
|
All Supporting Journal Entries for FRC/EI/TDS Intercompany Statement of Account, including ALL supporting Source Docs and DC Advices for the FRC/EI/TDS I/C Statement JEs | 2009 | Seneca Falls Shared Services (FRC/EI/TDS) | |||||||||||
943
|
All Supporting Journal Entries for FRC/EI/TDS Intercompany Statement of Account, including ALL supporting Source Docs and DC Advices for the FRC/EI/TDS I/C Statement JEs | 2010 | Seneca Falls Shared Services (FRC/EI/TDS) | |||||||||||
944
|
All Supporting Journal Entries for FRC/EI/TDS Intercompany Statement of Account, including ALL supporting Source Docs and DC Advices for the FRC/EI/TDS I/C Statement JEs | 2011 | Seneca Falls Shared Services (FRC/EI/TDS) |
Year, if | Dept | Complete | ||||||||||||
# | Description | applicable | Affected | (Y/N) | Comments | |||||||||
945
|
Supporting Allocation Calculations (with references to
JEs/DCs by month) to all FRC/EI/TDS allocations and
True-ups to ITTHQ, DEHQ, and the Defense VCs/BUs, including
the following FRC/EI/TDS allocations: Freight, Corp Incentives (net any expense for entire TDS), Household Goods, TAPS/Telecom, Travel, EbuyITT, Collections, Credit, Cash Applications, Treasury Svces (Cash Mgmt), Acct Payable (P2P Fees), AP Special Projects, Mgmt Reporting, Unclaimed Prop, Sales & Use Tax, Data Center Midwest, Wintell (Midwest), Network Mgmt, Svc Center (Help Desk/Remedy System, Ent Sys/Svcs (email/MS), GSS, Network VPN, Global Directory Svcs, Voice Telecom, Collaborative System, InfoSec (EI & GIS Portion) |
2006 | Seneca Falls Shared Services (FRC/EI/TDS) |
Year, if | Dept | Complete | ||||||||||||
# | Description | applicable | Affected | (Y/N) | Comments | |||||||||
946
|
Supporting Allocation Calculations (with references to JEs/DCs by month) to all FRC/EI/TDS allocations and True-ups to ITTHQ, DEHQ, and the Defense VCs/BUs, including the following FRC/EI/TDS allocations: | 2007 | Seneca Falls Shared Services (FRC/EI/TDS) | |||||||||||
Freight, Corp Incentives (net any expense for entire TDS), Household Goods, TAPS/Telecom, Travel, EbuyITT, Collections, Credit, Cash Applications, Treasury Svces (Cash Mgmt), Acct Payable (P2P Fees), AP Special Projects, Mgmt Reporting, Unclaimed Prop, Sales & Use Tax, Data Center Midwest, Wintell (Midwest), Network Mgmt, Svc Center (Help Desk/Remedy System, Ent Sys/Svcs (email/MS), GSS, Network VPN, Global Directory Svcs, Voice Telecom, Collaborative System, InfoSec (EI & GIS Portion) |
Year, if | Dept | Complete | ||||||||||||
# | Description | applicable | Affected | (Y/N) | Comments | |||||||||
947
|
Supporting Allocation Calculations (with references to JEs/DCs by month) to all FRC/EI/TDS allocations and True-ups to ITTHQ, DEHQ, and the Defense VCs/BUs, including the following FRC/EI/TDS allocations: | 2008 | Seneca Falls Shared Services (FRC/EI/TDS) | |||||||||||
Freight, Corp Incentives (net any expense for entire TDS), Household Goods, TAPS/Telecom, Travel, EbuyITT, Collections, Credit, Cash Applications, Treasury Svces (Cash Mgmt), Acct Payable (P2P Fees), AP Special Projects, Mgmt Reporting, Unclaimed Prop, Sales & Use Tax, Data Center Midwest, Wintell (Midwest), Network Mgmt, Svc Center (Help Desk/Remedy System, Ent Sys/Svcs (email/MS), GSS, Network VPN, Global Directory Svcs, Voice Telecom, Collaborative System, InfoSec (EI & GIS Portion) |
Year, if | Dept | Complete | ||||||||||||
# | Description | applicable | Affected | (Y/N) | Comments | |||||||||
948
|
Supporting Allocation Calculations (with references to JEs/DCs by month) to all FRC/EI/TDS allocations and True-ups to ITTHQ, DEHQ, and the Defense VCs/BUs, including the following FRC/EI/TDS allocations: | 2009 | Seneca Falls Shared Services (FRC/EI/TDS) | |||||||||||
Freight, Corp Incentives (net any expense for entire TDS), Household Goods, TAPS/Telecom, Travel, EbuyITT, Collections, Credit, Cash Applications, Treasury Svces (Cash Mgmt), Acct Payable (P2P Fees), AP Special Projects, Mgmt Reporting, Unclaimed Prop, Sales & Use Tax, Data Center Midwest, Wintell (Midwest), Network Mgmt, Svc Center (Help Desk/Remedy System, Ent Sys/Svcs (email/MS), GSS, Network VPN, Global Directory Svcs, Voice Telecom, Collaborative System, InfoSec (EI & GIS Portion) |
Year, if | Dept | Complete | ||||||||||||
# | Description | applicable | Affected | (Y/N) | Comments | |||||||||
949
|
Supporting Allocation Calculations (with references to JEs/DCs by month) to all FRC/EI/TDS allocations and True-ups to ITTHQ, DEHQ, and the Defense VCs/BUs, including the following FRC/EI/TDS allocations: | 2010 | Seneca Falls Shared Services (FRC/EI/TDS) | |||||||||||
Freight, Corp Incentives (net any expense for entire TDS), Household Goods, TAPS/Telecom, Travel, EbuyITT, Collections, Credit, Cash Applications, Treasury Svces (Cash Mgmt), Acct Payable (P2P Fees), AP Special Projects, Mgmt Reporting, Unclaimed Prop, Sales & Use Tax, Data Center Midwest, Wintell (Midwest), Network Mgmt, Svc Center (Help Desk/Remedy System, Ent Sys/Svcs (email/MS), GSS, Network VPN, Global Directory Svcs, Voice Telecom, Collaborative System, InfoSec (EI & GIS Portion) |
Year, if | Dept | Complete | ||||||||||||
# | Description | applicable | Affected | (Y/N) | Comments | |||||||||
950
|
Supporting Allocation Calculations (with references to JEs/DCs by month) to all FRC/EI/TDS allocations and True-ups to ITTHQ, DEHQ, and the Defense VCs/BUs, including the following FRC/EI/TDS allocations: | 2011 | Seneca Falls Shared Services (FRC/EI/TDS) | |||||||||||
Freight, Corp Incentives (net any expense for entire TDS), Household Goods, TAPS/Telecom, Travel, EbuyITT, Collections, Credit, Cash Applications, Treasury Svces (Cash Mgmt), Acct Payable (P2P Fees), AP Special Projects, Mgmt Reporting, Unclaimed Prop, Sales & Use Tax, Data Center Midwest, Wintell (Midwest), Network Mgmt, Svc Center (Help Desk/Remedy System, Ent Sys/Svcs (email/MS), GSS, Network VPN, Global Directory Svcs, Voice Telecom, Collaborative System, InfoSec (EI & GIS Portion) |
Year, if | Dept | Complete | ||||||||||||
# | Description | applicable | Affected | (Y/N) | Comments | |||||||||
951
|
Supporting Source Docs for each element of the Basis of Allocation for each FRC/EI/TDS Alllocation to HQ, DEHQ, Defense BUs listed above (i.e. System-generated Active Directory Listing, et al) | 2006 | Seneca Falls Shared Services (FRC/EI/TDS) | |||||||||||
952
|
Supporting Source Docs for each element of the Basis of Allocation for each FRC/EI/TDS Alllocation to HQ, DEHQ, Defense BUs listed above (i.e. System-generated Active Directory Listing, et al) | 2007 | Seneca Falls Shared Services (FRC/EI/TDS) | |||||||||||
953
|
Supporting Source Docs for each element of the Basis of Allocation for each FRC/EI/TDS Alllocation to HQ, DEHQ, Defense BUs listed above (i.e. System-generated Active Directory Listing, et al) | 2008 | Seneca Falls Shared Services (FRC/EI/TDS) | |||||||||||
954
|
Supporting Source Docs for each element of the Basis of Allocation for each FRC/EI/TDS Alllocation to HQ, DEHQ, Defense BUs listed above (i.e. System-generated Active Directory Listing, et al) | 2009 | Seneca Falls Shared Services (FRC/EI/TDS) |
Year, if | Dept | Complete | ||||||||||||
# | Description | applicable | Affected | (Y/N) | Comments | |||||||||
955
|
Supporting Source Docs for each element of the Basis of Allocation for each FRC/EI/TDS Alllocation to HQ, DEHQ, Defense BUs listed above (i.e. System-generated Active Directory Listing, et al) | 2010 | Seneca Falls Shared Services (FRC/EI/TDS) | |||||||||||
956
|
Supporting Source Docs for each element of the Basis of Allocation for each FRC/EI/TDS Alllocation to HQ, DEHQ, Defense BUs listed above (i.e. System-generated Active Directory Listing, et al) | 2011 | Seneca Falls Shared Services (FRC/EI/TDS) | |||||||||||
957
|
Program BEST (GL, Approved PARs, Consultants Contracts/Agreements, SAP Agreements/Contracts/Invoices, Due Dilligence Reports, AP Docs, Travel Docs, Org Chart, Time Keeping Records, et al) |
2009 | FRC (Prog Best) | |||||||||||
958
|
Program BEST (GL, Approved PARs, Consultants Contracts/Agreements, SAP Agreements/Contracts/Invoices, Due Dilligence Reports, AP Docs, Travel Docs, Org Chart, Time Keeping Records, et al) |
2010 | FRC (Prog Best) |
Year, if | Dept | Complete | ||||||||||||
# | Description | applicable | Affected | (Y/N) | Comments | |||||||||
959
|
Program BEST (GL, Approved PARs, Consultants Contracts/Agreements, SAP Agreements/Contracts/Invoices, Due Dilligence Reports, AP Docs, Travel Docs, Org Chart, Time Keeping Records, et al) |
2011 | FRC (Prog Best) |
Count of | ||
Tasks/Acti | ||
Department Affected | vities | |
ALL |
1 | |
DEHQ |
1 | |
FWSS Acctg |
104 | |
FWSS Payroll |
25 | |
FWSS Travel |
13 | |
GSS |
1 | |
HQ Controllers |
208 | |
HQ Corp Responsibility |
46 | |
HQ Flight Ops Dept |
20 | |
HQ Human Resources |
68 | |
HQ Internal Audit |
73 | |
HQ Legal |
31 | |
HQ Pension Dept |
151 | |
HQ Tax |
67 | |
HQ Treasury |
31 | |
Mulitple HQ Depts |
12 | |
Seneca Falls Shared Serv |
104 | |
FRC (Prog Best) |
3 | |
Grand Total |
959 |
Count of | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Tasks/Acti | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Department Affected | vities | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Column | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Count of Dept Affected | Labels | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Seneca | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Falls | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
HQ | Shared | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
HQ | HQ | HQ | Hum | HQ | Service | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
FWSS | Con | Corp | Flight | an | HQ | Pens | HQ | Mulitpl | s | FRC | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
FWSS | Payro | FWSS | troll | Respon | Ops | Reso | Internal | HQ | ion | Treasu | e HQ | (FRC/EI | (Prog | Grand | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Row Labels | Acctg | ll | Travel | GSS | ers | sibility | Dept | urces | Audit | Legal | Dept | HQ Tax | ry | Depts | /TDS) | Best) | Total | |||||||||||||||||||||||||||||||||||||||||||||||||||
A Davidson |
40 | 40 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
B Fealing |
31 | 31 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
B Williams |
6 | 6 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
C Chan |
34 | 34 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
C Clark |
6 | 6 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
C Whisler |
25 | 25 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
C Young |
31 | 31 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
C
Young/?J Brown |
5 | 5 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Chan/Brown |
1 | 1 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Complete |
1 | 1 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
D Chandler |
5 | 5 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
D Faron |
13 | 13 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
J Browm |
116 | 116 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
K Donnelly |
20 | 20 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
L Parker |
19 | 19 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
L Thuman |
43 | 43 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
M Barlow |
3 | 3 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
M Hahn |
6 | 6 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
M Markle |
104 | 104 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
M. Quirk |
2 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
P Stellato |
73 | 73 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
S Cooperman |
1 | 1 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
S Marshall |
50 | 50 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
S Nixon |
104 | 104 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
S. Marshall |
141 | 6 | 147 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
T McDaniel |
6 | 6 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
V Carey |
67 | 67 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Grand Total |
104 | 25 | 13 | 1 | 208 | 46 | 20 | 68 | 73 | 31 | 151 | 67 | 31 | 12 | 104 | 3 | 959 | |||||||||||||||||||||||||||||||||||||||||||||||||||
FRC co. 30 | TDS co. 20 | |||||||
300216
|
Collections | 200101 | Freight | |||||
300217
|
Credit | 200101 | Corporate Incentives net Expenses for entire TDS | |||||
300215
|
Cash Application | 200101 | Household Goods | |||||
300220
|
Corporate Services | 200101 | Taps/Telecom | |||||
300230
|
Operations Management | 200101 | Travel | |||||
300222
|
Treasury Services (Cash Management) | 200101 | EbuyIT | |||||
300226
|
Accounts Payable (P2P Service Fees) | |||||||
300512
|
AP Special Projects | |||||||
300225
|
Management Reporting | |||||||
300235
|
Unclaimed Property | |||||||
300214
|
Sales and Use tax Compliance |
EI - co. 50 | GSS - co. 40 | |||
CC 500201
|
Data Center East | 400201 GSS Leadership | ||
CC 500202
|
Wintel Hosting East | 400301 GSS Americas | ||
CC 500203
|
Data Center Midwest | 400302 GSS Brazil | ||
CC 500204
|
Wintel Hosting Midwest | 400305 GSS China | ||
CC501251
|
Voice Comm | 400306 GSS Poland | ||
CC 501201
|
Network Americas | 400307 GSS India | ||
CC 501211
|
Network EMEA | 400308 GSS Italy | ||
CC 501221
|
Network ASPAC | 400401 GSS indirect | ||
CC501261
|
Directory Services | 400407 GSS Buying Channel Support | ||
CC 502241
|
Enterprise Systems | 400409 GSS Global Logistics | ||
CC 503201
|
Global Help Desk | 400413 GSS Supplier Quality | ||
CC 501231
|
Enterprise Infrastructure | |||
CC 83000
|
Global Info. Services | |||
CC 83400
|
Connect |
Defense vs. | ||||||
Co # | Commercial | New Company | ||||
1005
|
DEF | Defense | CS | |||
1009
|
DEF | Defense | Defense Custodials | |||
1010
|
DEF | Defense | ES EWS | |||
1101
|
CM | Defense | GIS | |||
1160
|
DEF | Defense | AES | |||
1165
|
DEF | Defense | ES/RDR Gil | |||
1170
|
DEF | Defense | Defense HQ | |||
1185
|
DEF | Defense | SSD Old | |||
1186
|
DEF | Defense | SSD | |||
1190
|
DEF | Defense | CIS | |||
1191
|
DEF | Defense | Systems HQ | |||
1195
|
DEF | Defense | SSI | |||
1198
|
DEF | Defense | Systems FSIC | |||
1199
|
DEF | Defense | CIS_CS | |||
1200
|
DEF | Defense | CNS |
Co # | ITT HQ & FSS | New Company | ||
1003
|
FSS | ITT | ||
1001
|
ITT HQ | ITT |
Name | Title | Phone | ||||
Service
Providers Contact |
||||||
ITT Corporation Daryl Bowker |
TSA Manager | Office: | Daryl.bowker@ittcorp.com | |||
Service Recipients
Contact |
||||||
Exelis Inc.
Joe Daniel |
TSA Manager | Office: | Joe.daniel@itt.com |
2
3
Service | Hourly Rate* | |
Hourly Rate Administrative/Secretarial.
|
$50 per hour | |
Hourly Rate for a Non Executive
|
$100 per hour | |
Hourly Rate for an Executive
|
$150 per hour |
* | Note: In cases where invoicing is done outside the United States, the above rates should be converted to local currency based on the exchange rate on the date the invoice is prepared. |
4
5
Name | Title | Phone | ||||
Service
Providers Contact
|
||||||
Barbara West
|
UK Benefits Manager | barbara.west@fluidtechnology.com | ||||
Service
Recipients Contact |
||||||
Roger Wearn |
Shared Services Manager | Roger Wearn@itt.com |
| Launch Flexible Benefits Package for Service Receivers United Kingdom locations including administration, communications, etc. | |
| Assistance in establishing Service Receivers policy for enrollment in Private Medical | |
| Assistance with administering the share incentive plan for the Service Receiver. | |
| Assistance with the administration and preparation for cessation of Service Receivers Defined Benefit Plan (General Pension Plan) and movement to a Defined Contribution Plan (ITT Retirement Savings Plan). | |
| Provide guidance in negotiating premiums with various Benefit Brokers to include interfacing with appropriate Benefits Vendors on behalf of Service Receiver, but not executing agreements on Service Receivers behalf. | |
| Facilitate the transition of the Benefits Vendor relationship to designated Service Receivers HR Benefits Manager | |
| Facilitate the transition of the daily benefit activities to the HR staff of Service Receiver in the United Kingdom | |
| Provide guidance on applicable British Laws versus Benefits provided, but not legal advice. | |
| All communications initially prepared by the Experts to Service Receivers employees will be reviewed by the Service Receivers Sr. Manager of Benefits and Service Receivers Vice President, Human Resources, or such other person as may be designated by Service Receiver | |
| The Experts will provide employees designated by the Service Receiver with monthly status reports. The Experts will work under a schedule mutually agreed to prior to October 1, 2011 which will average approximately four (4) hours per week during the first three (3) to six (6) months and then two (2) to four (4) hours thereafter. The Experts will utilize their current office and equipment at Service Provider, Basingstoke, England, unless Service Provider moves such employees, at its discretion. | |
| Such other services as the Experts have provided to ITT Corporations commercial business during the twelve (12) month period prior to October 1, 2011 and requested by Service Receiver, which shall not include legal or tax advice or the execution of any documentation for any governmental authority. |
Service | Hourly Rate | |||
Hourly Rate for Ms. West. |
Cost plus 2% - 10% during 2011 | |||
Cost plus 2% - 10% during 2012 | ||||
Cost plus 2% - 10% during 2013 | ||||
Hourly Rate for Ms. Frawley |
Cost plus 2% - 10% during 2011 | |||
Cost plus 2% - 10% during 2012 | ||||
Cost plus 2% - 10% during 2013 |
Name | Title | Phone | ||||
Eva Jakubowska Xylem Inc. |
RCW IT Director | eva.jakubowska@itt.com | ||||
Kevin Loucks ITT Corporation |
Manager, Transition Management Office |
kevin.loucks@itt.com |
1
Minimum | ||||||||||||
BAU | Service | |||||||||||
Service | Transaction | Period | ||||||||||
Service # | Name | Description of Service | Volume | (in mo.) | Service Charge | |||||||
Provide ongoing application support for ERP-LX and Tango (Sarbanes-Oxley Auditing) for Nanjing, China: | ||||||||||||
IT-ERP-LX- Tango Nanjing-01 |
ERP-LX & Tango Application Support Services |
Access to
ERP-LX & Tango
Application
Service Provider will
provide access to
application for
authorized service
receiver users per
the security
guidelines outlined
in the Master
Services Agreement.
Service Provider will
create new
application and
database users
pre-approved by
Service Recipient,
maintain application
and database
passwords, maintain
application and
database security to
meet security and
controls guidelines
identified in Master
Services Agreement,
as well as monitor
and restrict
unauthorized access
to source code and
data. Service
Provider will
maintain production
batch schedule,
execute batch jobs,
assess impact of
failed batch jobs,
and adjust schedule
to account for batch
job failures and
delays. Service
Provider will execute
web server and
application server
configuration
changes; and monitor
and maintain
application
administration. |
28 ERP-LX named users |
3 | Cost plus 2% - 10% | |||||||
ERP-LX &
Tango Application
Support & Maintenance
Service Provider
will monitor incident
resolution requests,
and recommend and
implement incident
resolution per the
SLA outlined in the
Service Level section
of this agreement.
Service Provider will
identify and
communicate breaks in
application
discovered by
automated or
monitoring system,
develop solution and
approach to address
break in application,
and implement fixes
to resolve break in
application. |
||||||||||||
ERP-LX &
Tango Database
Support Service
Provider will trouble
shoot database
related incidents,
maintain database
schema if necessary,
bounce databases as
required, perform
data cleanup
activities as needed,
monitor and provide
support for all
database issues in
test/dev
environments, archive
and truncate database
tables as required,
compact databases as
required, backup,
compress, and delete
old log files as
needed, and conduct
scheduled maintenance
activities.
|
2
Scenario | One-Time Setup Fees | Monthly Fees | ||
Service Volume within
BAU [Note: BAU
already includes +/-
10% of
pre-distribution date
volumes]
|
No incremental one-time fees when Service Receiver utilizes services and structure as-is with no changes under this agreement | Steady-State fee structure for requisite service as documented below |
||
Service Volume greater or less than BAU |
Service Provider will develop a commercially reasonable quote for acceptance by the Service Receiver provided the Service Receiver utilizes services and structure as-is with no significant changes under this agreement | Service Provider will develop a commercially reasonable quote for acceptance by the Service Receiver incremental to the base service costs documented below for the requisite service |
Service # | Service Name | Description of Service | Service Charge ($/hour) | |||
Service Provider will make commercially reasonable efforts to assist Service Receiver in exiting of this agreement. These efforts include: | ||||||
IT-ERP-LX-TangoNanjing-02
|
ERP-LX & Tango Application Migration |
Support of
data extraction
requests from the
Service Receiver |
Time and Materials Based on Additional Pricing Section | |||
Providing
Subject Matter
Expertise in helping
the Service Receiver
understand current
state business
processes, functional
data mapping, and
impacts of design
decisions
|
3
Service # | Service Name | Description of Service | Service Charge ($/hour) | |||
Service Provider will provide the following knowledge transfer services: | ||||||
IT-ERP-LX-TangoNanjing-03
|
ERP-LX & Tango Application Knowledge Transfer |
Existing
non-sensitive
documentation
maintained by the
Service Provider will
be given to the
Service Receiver as
it relates to the
ERP-LX and Tango
applications and
related interfaces
|
Time and Materials Based on Additional Pricing Section |
4
| Service Receiver will maintain the applications and interfaces documented in Attachment A. | ||
| If Service Receiver sends inaccurate information to Service Provider, it will be the responsibility of the Service Receiver to rectify any problems and bear any costs incurred to rectify the issue. | ||
| Security and access controls will be maintained as set forth in the Master Services Agreement. |
Location | Low | Medium | High | |||||||||
USA |
$ | 75 | $ | 100 | $ | 125 | ||||||
Greece |
$ | 35 | $ | 46 | $ | 58 | ||||||
Mexico |
$ | 19 | $ | 25 | $ | 31 | ||||||
Sweden |
$ | 75 | $ | 100 | $ | 125 |
5
Interface Name | Program Name | Business Purpose | Owner | Source | Destination | Frequency | ||||||
eLogia
|
ORDZ761C | Perform product configuration |
Water Co. | Wintel Emmaboda | iSeries Emmaboda | Continuous | ||||||
ePrism
|
ORD789 | Perform product configuration |
ITT Co. | Wintel ITT Co. | iSeries Emmaboda | Continuous | ||||||
Supplier Portal
|
PUR500 | Issue Purchase Orders via a Portal |
Water Co. | Wintel Emmaboda | iSeries Emmaboda | Continuous | ||||||
Supplier Portal
|
PUR500 | Issue Purchase Orders via a Portal |
Water Co. | iSeries Emmaboda | Wintel Emmaboda | Continuous |
6
Severity | Description | Resolution | ||
Urgent
|
Service Receiver is unable to enter orders or ship product. No work around is available for the issue. | Service Provider will provide a work around or permanent solution within four (4) hours for 95% of these incidents. | ||
High
|
Service Receiver is able to enter orders and ship product, but in a degraded mode and productivity is seriously impacted. | Service Provider will provide a work around or permanent solution within two (2) working days for 95% of these incidents. | ||
Medium
|
Service Receiver is able to function normally with minor impact from problem. | Service Provider will provide a permanent solution within five (5) working days for 95% of these incidents. | ||
Low
|
Service Receiver is able to function normally. Issue is an inconvenience. | Service Provider will provide a permanent solution within 30 working days for 95% of these issues. |
7
Name | Title | Phone | ||||
Vikram Nanwani | GECM Supervisor, | vikram.nanwani@itt.com | ||||
Xylem Inc. | GECM Group | |||||
Ken Gill | Manager , Web, Social Media & | ken.gill@itt.com | ||||
ITT Corporation | Collaboration Solutions |
1
Minimum Service | ||||||||||
BAU Transaction | Period | |||||||||
Service # | Service Name | Description of Service | Volume | (in mo.) | Service Charge | |||||
Provide content management and translation management services: | ||||||||||
Access to
Installation
Operation &
Maintenance Manuals
(IOM) Service
Provider receives a
request from Service
Receiver for access
to IOMs. Service
Provider will work
with 3rd
party to provide
access to application
for authorized
service receiver
users per the
security guidelines
outlined in the
Master Services
Agreement. Service
Receiver will have
access to IOMs in the
IOM Library in high
resolution PDF
format. Service
Receiver will have
access to IOMs listed
in Attachment A. |
||||||||||
IT-GECM-01
|
GECM Application & Business Process Support Services | Creation/Update
of
IOMs Service
Provider receives a
request from Service
Receiver to
create/update IOMs
listed in Attachment
A. Service Receiver
will collaborate with
Service Provider on
creation and/or
updating of IOMs.
Service Provider will
make available to the
Service Receiver the
updated IOM. Service
Provider will only
support IOMs for the
languages listed in
Attachment B.
|
35 Requests per 6-months | 6* | Cost plus 2% - 10% | |||||
Training/Mentoring
Service Provider will
provide training,
mentoring, and
knowledge transfer
for up to three
Service Receiver
staff as it relates
to Global Enterprise
Content Management.
|
60 Hours per 6-months |
* | See Attachment C for 6-month transition plan for supported IOMs. |
Scenario | One-Time Setup Fees | Monthly Fees | ||
Service Volume within
BAU [Note: BAU
already includes +/-
10% of
pre-distribution date
volumes]
|
No incremental one-time fees when Service Receiver utilizes services and structure as-is with no changes under this agreement | Steady-State fee structure for requisite service as documented below |
2
Scenario | One-Time Setup Fees | Monthly Fees | ||
Service Volume
greater or less than
BAU
|
Service Provider will develop a commercially reasonable quote for acceptance by the Service Receiver provided the Service Receiver utilizes services and structure as-is with no significant changes under this agreement | Service Provider will develop a commercially reasonable quote for acceptance by the Service Receiver incremental to the base service costs documented below for the requisite service |
Service # | Service Name | Description of Service | Service Charge ($/hour) | |||
Service Provider will make commercially reasonable efforts to assist Service Receiver in exiting of this agreement. These efforts include: | ||||||
Support of
data extraction
requests in PDF or
RTF formats from the
Service Receiver |
||||||
IT-GECM-02
|
GECM Business Process Migration |
Providing
Subject Matter
Expertise in helping
the Service Receiver
understand current
state Global
Enterprise Content
Management
application and
business process
|
Time and Materials Based on Additional Pricing Section | |||
Service Provider will provide the following knowledge transfer services: | ||||||
IT-GECM-03
|
GECM Business Process Knowledge Transfer |
Existing
non-sensitive
documentation
maintained by the
Service Provider will
be given to the
Service Receiver as
it relates to Global
Enterprise Content
Management
application and
business process
|
Time and Materials Based on Additional Pricing Section |
3
| If Service Receiver, or the Service Receivers Supplier(s), provides inaccurate information to Service Provider, it will be the responsibility of the Service Receiver to rectify any problems and bear any costs incurred to rectify the issue. | |
| Security and access controls will be maintained as set forth in the Master Services Agreement. |
4
Location | Low | Medium | High | |||||||||
USA |
$ | 75 | $ | 100 | $ | 125 | ||||||
Greece |
$ | 35 | $ | 46 | $ | 58 | ||||||
Mexico |
$ | 19 | $ | 25 | $ | 31 | ||||||
Sweden |
$ | 75 | $ | 100 | $ | 125 |
5
6
7
8
Valve | English Bookmap | English PDF | Total # of Manuals | Due Date | Engineering Due Date | Comment | Status | |||||||
In Production | 3/18/2011 | Completed | Spanish needed for project in May James Gillespie | Completed English and Spanish for Project. Never released or posted on the website. 3/24/11 - Sent to Hoffa and Steward for approval, 4/20 sent reminder | ||||||||||
In Production | 3/18/2011 | Completed | Spanish needed for project in May James Gillespie | Completed English and Spanish for Project. Never released or posted on the website. 3/24/11 - Sent to Hoffa and Steward for approval, 4/20 sent reminder | ||||||||||
In Production | 4/1/2011 | 3/18/2011 | Previously part of C132 IOM | Need recommended fasteners in Preinstallation section. 3/24/11 Sent to Hoffa and Steward for approval, 4/29 Sent final to Brian, John & Brandon for review | ||||||||||
In Production | 4/15/2011 | 4/1/2011 | Chinese needed for project in March |
Got new drawing from Engineering. Made corrections from Grant. 4/21 Sent to Hoffa and Steward for approval | ||||||||||
In Production | 4/29/2011 | 4/15/2011 | Draft created 4/2010. Waiting for list of parts and drawing from Engineering | |||||||||||
In Production | 5/6/2011 | Draft IOM will be used for Jorge Diaz. Need new steps for set the stroke for release of new product. Brian approved draft for temporary use | ||||||||||||
5/13/2011 | 5/3/2011 | |||||||||||||
5/13/2011 | 5/3/2011 | |||||||||||||
In Production | 5/13/2011 | 4/29/2011 | Draft created 9/2009. Items still needed are listed in Outlook task. |
9
Valve | English Bookmap |
English |
Total # of Manuals |
Due Date |
Engineering Due Date |
Comment | Status | |||||||
7/29/2011 | 6/10/2011 | |||||||||||||
7/29/2011 | 5/27/2011 | |||||||||||||
8/12/2011 | 7/8/2011 | |||||||||||||
In Production | 8/12/2011 | 6/24/2011 | Started May 2008. Need ID tag, exploded view and parts list to complete. | |||||||||||
8/26/2011 | 8/5/2011 | |||||||||||||
8/26/2011 | 7/22/2011 | |||||||||||||
8/26/2011 | 8/5/2011 | |||||||||||||
9/9/2011 | 8/19/2011 | |||||||||||||
9/16/2011 | 9/2/2011 | Previously same as C37 IOM |
Not started. Same as CF37 | |||||||||||
Published | Completed | Completed | Completed; Updated draft OK from Brian | |||||||||||
Published | Completed | Started October 2007 | Completed | |||||||||||
Published | Completed | Completed. Need to make changes before product launch | ||||||||||||
Published | Completed | |||||||||||||
Published | Completed | |||||||||||||
Published | Completed | Completed. Need to make changes before product launch | ||||||||||||
In Production | May-11 | Draft from 7/2009 | ||||||||||||
In Production | Sep-11 | |||||||||||||
In Production | Dec-11 | |||||||||||||
10
English Bookmap |
English |
Total # of Manuals |
Due Date |
Engineering Due Date |
Comment | Status | ||||||||
Published | Completed | Completed | ||||||||||||
Published | Completed | |||||||||||||
Published | Completed | This was part of the Advantage Actuator manual and will be updated at the same time | Completed | |||||||||||
Published | Completed | This was part of the Advantage Actuator manual and will be updated at the same time | Completed | |||||||||||
Published | Completed | This was part of the Advantage Actuator manual and will be updated at the same time | Completed |
Pumps | English Bookmap |
English |
Total # of Manuals |
Due Date |
Engineering Due Date |
Comment | Status | |||||||
Published | done | translations in production |
July | In production. Close to completion | ||||||||||
Published | done | translations in production |
July | In production. Close to completion | ||||||||||
Published | done | translations in production |
July | In production. Close to completion | ||||||||||
11
Pumps | English
Bookmap |
English |
Total # of Manuals |
Due Date | Engineering Due Date |
Comment | Status | |||||||
Published | done | translations in production |
July | In production. Close to completion | ||||||||||
Published | done | 14 languages | Completed | |||||||||||
NEW and working on now: | ||||||||||||||
August/September | August/Sept | 7-8 languages | October | technical data and drawings October | close to IC | Not started | ||||||||
August/September | August/Sept | 7-8 languages | October | technical data and drawings October | Not started | |||||||||
FUTURE IOMs: | ||||||||||||||
September | Sept | 7-8 languages | September | Not started | ||||||||||
September/October | Sept | ? | October | exist in words | Not started | |||||||||
September/October | Sept | ? | October | exist in words | Not started | |||||||||
October | October | 7-8 languages | November | Not started | ||||||||||
October | October | 7-8 languages | November | Not started | ||||||||||
November | November | 7-8 languages | December | Not started |
12
Priority | Description | Resolution | ||
Priority 1
|
A stop work condition which is any business critical function in which work cannot be performed by the Customer | If a Support Specialist cannot resolve a Priority 1 support request during the first contact with the Customer, the following escalation plan is employed: | ||
Support
Specialist researches the
request and contacts
Customer by phone or
email within one (1) hour
to report status. This
is done during Astoria
Softwares Support hours
of 8am 5pm (Pacific
Time). |
||||
If request is not
resolved, Support
Specialist escalates
request to Support
Coordinator for review.
Customer is contacted by
phone or email within one
(1) hour to report
status. This is done
during Astoria Softwares
Support hours of 8 am
5 pm (Pacific Time). |
||||
If request is not
resolved, the Support
Coordinator escalates the
request to the
appropriate service or
development manager, the
Customer is contacted by
phone or email within one
(1) hour, and a
resolution plan is
communicated to the
Customer. This is done
during Astoria Softwares
Support hours of 8 am
5 pm (Pacific Time). |
||||
If request is not
resolved the day it is
received, the Customer is
contacted by phone twice
daily (once at the
beginning of the business
day and once at the end
of the business day) for
status reports until
resolution is reached. |
13
Priority | Description | Resolution | ||
Priority 2
|
A business critical problem with a work around. This is any business critical function in which work cannot be performed by the Customer according to the Services specified manner but in which there is a way to complete the work by some other manner. | If a Support Specialist cannot resolve a Priority 2 support request during first contact with the Customer, the following escalation plan is employed: | ||
Support
Specialist researches
request and contacts
Customer by phone or
email within four (4)
hours to report status.
This is done during
Astoria Softwares
Support hours of 8 am
5 pm (Pacific Time). |
||||
If request is not
resolved, Support
Specialist escalates
request to Support
Coordinator for review.
Customer is contacted by
phone or email within
four (4) hours to report
status. This is done
during Astoria Softwares
Support hours of 8 am
5 pm (Pacific Time). |
||||
If request is not
resolved, the Support
Coordinator escalates the
request to the
appropriate service or
development manager, the
Customer is contacted by
phone or email within
four (4) hours, and a
resolution plan is
communicated to the
Customer. This is done
during Astoria Softwares
Support hours of 8 am
5 pm (Pacific Time). |
||||
If the request is
not resolved the 2nd day
the request is received,
the Customer is contacted
by web portal, email or
phone once daily (either
at the beginning of the
business day or at the
end of the business day,
whichever the customer
prefers) for status
reports until resolution
is reached. |
||||
Priority 3
|
A non-critical business problem. This is a non-critical business function in which work is impaired or cannot be performed by the Customer | If a Support Specialist cannot resolve a Priority 3 support request during first contact with the Customer, the following escalation plan is employed: | ||
Support
Specialist researches
request and contacts
Customer by the next
business day to report
status. This is done
during Astoria Softwares
Support hours of 8 am
5 pm (Pacific Time). |
||||
If request is not
resolved, Support
Specialist escalates
request to Support
Coordinator for review.
Customer is contacted by
web portal, phone or
email as needed until
resolution. |
14
Severity | Description | Initial Response Time | ||
Level 1
|
Software has experienced a significant production system problem that prevents operation or severely limits or is reasonably expected to severely limit the performance of the Subscriber causing significant loss to the customers business. No workaround appears to be available | Within four (4) hours | ||
Level 2
|
Software has experienced a significant non-conformity that does not prevent or severely limit use of the Software, but prevents the Software from performing one or more material functions making use of the Software significantly inconvenient and substantially reducing the value of the Software to the Subscriber. | Within one (1) business day |
||
Level 3
|
Software has experienced a problem that does not significantly affect performance, but does not function as described in documentation. | Within two (2) business days |
||
Level 4
|
General questions about Software that either are not covered in Documentation or require clarification. | Within five (5) business days |
15
Name | Title | Phone | ||||
Jason Pratt Xylem Inc. |
jason.pratt@itt.com | |||||
Ray Schussler ITT Corporation |
Global Engineering Systems Manager | ray.schussler@itt.com |
1
Minimum Service | ||||||||||||
BAU Transaction | Period | |||||||||||
Service # | Service Name | Description of Service | Volume | (in mo.) | Service Charge | |||||||
Provide Global Vault Professional Services to support the Windchill/PDMLink, ProjectLink, and MPMLink FMC Standard Product Data Lifecycle Management (PDLM) Platform: | ||||||||||||
Windchill/PDMLink,
ProjectLink and
MPMLink FMC Standard
Product Data
Lifecycle Management
(PDLM) Platform
Support & Maintenance
Service Provider
will receive ticket
requests from Service
Receiver, monitor
incident resolution
requests, and
recommend and
implement incident
resolution per the
SLA outlined in the
Service Level section
of this agreement.
Service Provider will
identify and
communicate breaks in
application
discovered by
automated or
monitoring system,
develop solution and
approach to address
break in application,
and implement fixes
to resolve break in
application.
|
Up to 30 hours per Month | |||||||||||
IT- Global Vault-01 |
Global Vault Professional Services |
Windchill/PDMLink,
ProjectLink and
MPMLink Standard
Product Data
Lifecycle Management
(PDLM) Platform
Database Support
Service Provider will
receive ticket
requests from Service
Receiver and will
trouble shoot
database related
incidents, maintain
database schema if
necessary, bounce
databases as
required, perform
data cleanup
activities as needed,
monitor and maintain,
provide support for
all database issues
in test/dev
environments, archive
and truncate database
tables as required,
compact databases as
required, compress,
and delete old log
files as needed, and
conduct scheduled
maintenance
activities.
|
12 | Time and Materials based on the Additional Pricing Section | ||||||||
Training/Mentoring
-
The Service Provider
after receiving a
request from the
Service Receiver,
will provide
Training, Mentoring,
and knowledge about
the ITT
implementation of
Windchill/ PDMLink to
the Service Receiver
|
Up to 20 hours per Month |
| Maintain staff of United States persons only |
2
Scenario | One-Time Setup Fees | Monthly Fees | ||
Service Volume within BAU [Note:
BAU already includes +/- 10% of pre-
distribution date volumes]
|
No incremental one-time fees when Service Receiver utilizes services and structure as-is with no changes under this agreement | Steady-State fee structure for requisite service as documented below |
||
Service Volume greater or less than BAU |
Service Provider will develop a commercially reasonable quote for acceptance by the Service Receiver provided the Service Receiver utilizes services and structure as-is with no significant changes under this agreement | Service Provider will develop a commercially reasonable quote for acceptance by the Service Receiver incremental to the base service costs documented below for the requisite service |
Service # | Service Name | Description of Service | Service Charge ($/hour) | |||
Service Provider will make commercially reasonable efforts to assist Service Receiver in exiting of this agreement. These efforts include: | ||||||
IT-Global Vault-02
|
Global Vault Professional Services Migration |
Support of
data extraction
requests from the
Service Receiver
|
Time and Materials Based on Additional Pricing Section | |||
Providing
Subject Matter
Expertise in helping
the Service Receiver
understand current
state data schema and
configuration details |
3
Service # | Service Name | Description of Service | Service Charge ($/hour) | |||
Service Provider will provide the following knowledge transfer services: | ||||||
IT-Global Vault-03
|
Global Vault Professional Services Knowledge Transfer |
Existing
non-sensitive
documentation
maintained by the
Service Provider will
be given to the
Service Receiver as
it relates to the
Global Vault
Application and
related interfaces
|
Time and Materials Based on Additional Pricing Section |
| If Service Receiver, or the Service Receivers Supplier(s), sends inaccurate information to Service Provider, it will be the responsibility of the Service Receiver to rectify any problems and bear any costs incurred to rectify the issue. | ||
| Service Receiver will remove all Service Receiver data from the Service Providers Global Vault instance. These services are included at $0 cost. | ||
| Service Provider will remove all Service Provider data from the Service Receivers Global Vault instance. These services are included at $0 cost. | ||
| Service Receiver must provide VPN access for specific Service Provider users to the Service Receivers servers. Service Provider must provide VPN access for specific Service Receiver users to the Service Providers servers. VPN access will be provided |
4
to allow data cleanup and removal. | |||
| Service Receiver must provide access, via secure VPN at all times or additional ports, to allow up to 10 Service Provider staff members to gain access to the Global Vault environment. The Service Receiver will need to provide these Service Provider staff members with the appropriate elevated privileges needed to complete the services requested, this will be required for the period of this TSA and should be consistent with the policies and procedures set forth by Service Receivers Service Delivery organization. | ||
| Security and access controls will be maintained as set forth in the Master Services Agreement. |
Location | Low | Medium | High | |||||||||
USA |
$ | 75 | $ | 100 | $ | 125 | ||||||
Greece |
$ | 35 | $ | 46 | $ | 58 | ||||||
Mexico |
$ | 19 | $ | 25 | $ | 31 | ||||||
Sweden |
$ | 75 | $ | 100 | $ | 125 |
5
Name | Title | Phone | ||||
Cecilia Akesson
|
Team Leader | cecilia.akesson@itt.com | ||||
Xylem Inc. |
||||||
Kevin Loucks
|
Manager, Transition | kevin.loucks@itt.com | ||||
ITT Corporation
|
Management Office |
1
Minimum Service | ||||||||||||
BAU Transaction | Period | |||||||||||
Service # | Service Name | Description of Service | Volume | (in mo.) | Service Charge | |||||||
Provide ongoing Supplier Portal service and application support: | ||||||||||||
Supplier
Portal Processing
The Service Provider
will operate the
Supplier Portal such
that the Service
Receivers staff and
Suppliers can access
the Supplier Portal
via the Web. The
Service Receivers
Suppliers access the
Supplier Portal to
review, create and
update various types
of Purchasing and
Shipping information
necessary to review
Purchase Orders;
create and send Order
Response, receive
Order Changes, review
Order
Acknowledgements,
review Supplier Data,
create Dispatch
Advice, and review
Goods Received
messages that
transmit to and from
the Service
Receivers ERP/MRP
system. |
||||||||||||
IT-Supplier Portal-01 |
Supplier Portal Application Support Services |
The Service
Providers Supplier
Portal will receive
Supplier Data
messages from the
Service Receivers
ERP/MRP system, and
create or update
Supplier Information
within the Supplier
Portal. An email is
sent back to the
Service Receiver
acknowledging the
updates. |
||||||||||
The Service
Providers Supplier
Portal will receive
Purchase Order
Register, Change and
Cancel messages from
the Service
Receivers ERP/MRP
system, to create or
change Purchase Order
information within
the Supplier Portal.
The Service
Providers Supplier
Portal sends an email
notification to the
designated Service
Receivers Supplier.
|
93,000 Purchase Orders Annually |
18 | Cost plus 2% 10% | |||||||||
The Service
Providers Portal
will allow the
Service Receivers
Suppliers to
acknowledge the
Orders on the
Supplier Portal, and
will send Order
Response messages to
the Service
Receivers ERP/MRP
system. |
||||||||||||
The Service
Providers Portal
will receive Order
Acknowledgement
messages from the
Service Receivers
ERP/MRP system, and
update and reflect
this on the Supplier
Portal. |
||||||||||||
The Service
Providers Supplier
Portal allows the
Receivers Suppliers
to create and update
Dispatch Advice
information in the
Supplier Portal, the
Supplier Portal sends
Dispatch Advice
messages to the
Service Receivers
ERP/MRP system. The
Supplier Portal, for
Bookings with No
Invoice Control,
will generate a PDF
report file, and
print it to a
designated default
printer at the
Service Receivers
Suppliers Forwarder.
|
2
Minimum Service | ||||||||||||
BAU Transaction | Period | |||||||||||
Service # | Service Name | Description of Service | Volume | (in mo.) | Service Charge | |||||||
In addition, the
Supplier Portal will,
once a Supplier has
created a shipment
and dispatched it,
create a packing
information
(Flag/Label) PDF
report and print it
on the designated
default printer that
the Supplier has set
up within the
Supplier Portal. |
||||||||||||
The Service
Providers Supplier
Portal will receive
Goods Received
messages and create
and update this
information in the
Supplier Portal. |
||||||||||||
The Service
Providers Supplier
Portal allows the
Service Receivers
Supplier to create
and update an Invoice
within the Service
Providers Supplier
Portal, the Supplier
Portal transmitts the
Invoice to the
Service Receivers
ERP/MRP system. |
||||||||||||
When the Service
Providers Supplier
Portal identifies a
corrupt message or
one with invalid or
bad data, the Service
Providers Supplier
Portal will generate
and send an email to
the designated
Service Receiver
contact. The Service
Receiver determines
how best to correct
the invalid message.
|
1,700 emails Monthly | |||||||||||
Access to
Supplier Portal
Application
Service Provider will
provide access to
application for
authorized Service
Receiver Suppliers
and staff per the
security guidelines
outlined in the
Master Services
Agreement. Service
Provider will create
new application and
database users
pre-approved by
Service Recipient,
maintain application
and database
passwords, maintain
application and
database security to
meet security and
controls guidelines
identified in Master
Services Agreement,
as well as monitor
and restrict
unauthorized access
to source code and
data. Service
Provider will
maintain production
batch schedule,
execute batch jobs,
assess impact of
failed batch jobs,
and adjust schedule
to account for batch
job failures and
delays. Service
Provider will execute
web server and
application server
configuration
changes, monitor and
maintain application
administration Cron
jobs and shell
scripts. |
||||||||||||
Supplier
Portal Support &
Maintenance
Service Provider will
monitor incident
resolution requests
from the Service
Receivers Superusers
and Staff, and
recommend and
implement incident
resolution
per the
SLA outlined in the
Service Level section
of this agreement.
Service Provider will
identify and
communicate breaks in
application
discovered by
automated or
monitoring system,
develop solution and
approach to address
break in application,
and implement fixes
to resolve break in
application.
|
150 Incidents Annually |
|||||||||||
Supplier
Portal Database
Support Service
Provider will monitor
incident resolution
requests, and
recommend and
implement incident
resolution |
3
Minimum Service | ||||||||||||
BAU Transaction | Period | |||||||||||
Service # | Service Name | Description of Service | Volume | (in mo.) | Service Charge | |||||||
per the
SLA outlined in the
Service Level section
of this agreement.
Service Provider will
identify and
communicate breaks in
application
discovered by
automated or
monitoring system,
develop solution and
approach to address
break in application,
and implement fixes
to resolve break in
application. |
Scenario | One-Time Setup Fees | Monthly Fees | ||
Service Volume within
BAU [Note: BAU
already includes +/-
10% of
pre-distribution date
volumes]
|
No incremental one-time fees when Service Receiver utilizes services and structure as-is with no changes under this agreement | Steady-State fee structure for requisite service as documented below | ||
Service Volume
greater or less than
BAU
|
Service Provider will develop a commercially reasonable quote for acceptance by the Service Receiver provided the Service Receiver utilizes services and structure as-is with no significant changes under this agreement | Service Provider will develop a commercially reasonable quote for acceptance by the Service Receiver incremental to the base service costs documented below for the requisite service |
4
Service # | Service Name | Description of Service | Service Charge ($/hour) | |||
Service Provider will make commercially reasonable efforts to assist Service Receiver in exiting of this agreement. These efforts include: | ||||||
IT-Supplier Portal-03 |
Supplier Portal Migration |
Support of
data extraction
requests from the
Service Receiver |
Time and Materials Based on Additional Pricing Section | |||
Providing
Subject Matter
Expertise in helping
the Service Receiver
understand current
state data schema and
configuration details
|
||||||
Service Provider will provide the following education and training services: | ||||||
IT-Supplier
Portal-04 |
Supplier Portal
Training |
Provide
training and
education to the
Service Receivers
staff to enhance
their capability to
stand alone and
manage a Portal
|
Time and Materials Based on Additional Pricing Section | |||
Service Provider will provide the following knowledge transfer services: | ||||||
IT-Supplier Portal-05 |
Supplier Portal Knowledge Transfer |
Existing
non-sensitive
documentation
maintained by the
Service Provider will
be given to the
Service Receiver as
it relates to the
Supplier Portal
Application and
related interfaces
|
Time and Materials Based on Additional Pricing Section |
5
| Service Receiver will maintain the applications and interfaces documented in Attachment A, within the Service Receivers systems and applications. | ||
| If Service Receiver, or the Service Receivers Supplier(s), sends inaccurate data to Service Provider, it will be the responsibility of the Service Receiver to rectify any problems and bear any costs incurred to rectify the issue. | ||
| The Service Receiver will continue to utilize and have available a Supplier Portal Superuser (senior buyer and business expert) to provide first line support for the Supplier Portal. | ||
| The Service Receivers Staff will need to have the Citrix client installed on their PC devices. | ||
| The Service Receivers must have one of the following ERP/MRP systems active in order to utilize the Service Providers Supplier Portal: Business Planning and Control System (BPCS), Planning Resource Management System (PRMS) or IDMS B&G systems. | ||
| Service Receiver, in a separate and independent agreement, must have Websphere MQ systems active and maintained with the correct interfaces and data feeds to Supplier Portal by the Service Receiver for the period of time in which this agreement is in effect. | ||
| Security and access controls will be maintained as set forth in the Master Services Agreement. |
6
Location | Low | Medium | High | |||||||||
USA |
$ | 75 | $ | 100 | $ | 125 | ||||||
Greece |
$ | 35 | $ | 46 | $ | 58 | ||||||
Mexico |
$ | 19 | $ | 25 | $ | 31 | ||||||
Sweden |
$ | 75 | $ | 100 | $ | 125 |
7
Message Name | Business Purpose | Source System | Destination System | |||
Supplier
|
Service Receiver Creates and Maintain Supplier data in the Supplier Portal | Service Receiver MRP/ERP |
Supplier Portal | |||
Orders
|
Service Receiver submits Purchase Orders to their Suppliers, via the Supplier Portal | Service Receiver MRP/ERP |
Supplier Portal | |||
Order Response
|
Supplier communicates to Service Receiver that the Order has been acknowledged | Supplier Portal | Service Receiver MRP/ERP |
|||
Order Response Acknowledgement |
Service Provide communicates to their Supplier that the Service Provider acknowledges the Response from their Supplier | Service Receiver MRP/ERP |
Supplier Portal | |||
Dispatch advice
|
Supplier communicates to the Service Receiver when the Purchase Order has been fulfilled, manufactured and/or Packed. Supplier communicates to the Service Receiver Pickup Orders, Ship Dates, and VMI Goods collection notifications | Supplier Portal | Service Receiver ERP/MRP |
|||
Good Received
|
Service Receiver communicates to their Supplier that the Shipment has been received | Service Receiver ERP/MRP |
Supplier Portal | |||
Invoice
|
Supplier communicates to the Service Receiver a Invoice for payment | Supplier Portal | Service Receiver ERP/MRP |
8
Name | Title | Phone | ||||
Service Provider
Duncan Lewis
|
General Manager | Duncan.Lewis@itt.com | ||||
Service Recipient
John Veness
|
General Manager | John.Veness@itt.com |
1. | Service Provider: Lowara (UK) Ltd. | |
2. | Service Recipient: ITT Industries Ltd. |
1. | Pump Testing Services | |
2. | Information Technology Services | |
3. | Finance Support Services |
1. | 24 months Commencing on the date of the separation into 3 companies | |
2. | Service Recipient will have the option to terminate this agreement at any time after the 1st 12 months with 6 months advance written notice to the Service Provider. |
1. | Pump Testing Services |
a. | ITT personnel shall follow Lowaras written pump test procedures when conducting tests. | ||
b. | ITT personnel who will use the test area must regularly attend an induction course on Lowaras environmental, safety & health (ESH) procedures. | ||
c. | Only the ITT personnel who have been trained in these regular ESH induction courses shall be eligible to carry out pump tests. |
1
d. | All ITT personnel and items/pumps that will use the test area must be logged into and out of the Lowara facility in accordance with Lowaras entrance and exit policies for non Lowara personnel. | ||
e. | Service recipient shall carry out a risk assessment in accordance with service providers on each occasion that recipient utilizes the test area. | ||
f. | The test area must be left in the same condition post testing as it was prior to the testing. | ||
g. | Lowara personnel working near the test area will not oversee or assist in the pump testing. |
2. | Information Technology Services |
a. | Provide day-to-day on-site IT support |
i. | If ITT BPCS network is not functioning properly provide troubleshooting and support. | ||
ii. | Provide BPCS permissions locally (rather than contacting Lowara support center in Italy). | ||
iii. | Provide troubleshooting and support for ITT employee laptop and desktop computers. | ||
iv. | Assist ITT with installing new software as needed. |
3. | Finance Services (Lowara support for ITT) |
a. | Provide day-to-day on-site Finance support related to the BPCS IT system |
i. | ITT is installing a new BPCS system. They have been relying on a similar system hosted by Lowara in Italy. | ||
ii. | ITT likely needs the system to collect the same information that the Lowara system generates today. | ||
iii. | ITT may require assistance from Lowara to collect information from the ITT Co / IP BPCS system. |
2
1. | Lowara facility located at the following address: |
1. | Real Estate Sublease is in effect. | |
2. | Service Recipient will follow all of Service Providers Environmental, Safety, & Health (ES&H) policies and procedures while using the pump testing facilities. Service Provider will provide its ES&H written policies to Service Recipient at the outset of this agreement and agrees to provide overview training prior to the Service Recipients use of the pump testing facilities. | |
3. | Service Recipients customers will be granted access to the test facility along with Service Recipients representatives for a customer witnessed pump test. | |
4. | Service recipient is precluded from hiring Service Providers employees that may provide these services under this agreement for the duration of this agreement plus an additional 1 year after the agreement is terminated. | |
5. | In the event of 3rd party claims against Service Recipient which are unrelated to this agreement, the Service Recipient agrees to indemnify the Service Provider for any costs that the Service Provider may incur in the event that the 3rd party elects to also claim damages against the Service Provider because of their relationship with the Service Recipient. The Service Recipient also agrees to defend the Service Provider at is sole cost the extent permitted to do so under United Kingdom law. |
1. | Service Provider Payments received under the terms of this agreement will be considered taxable income in the United Kingdom | |
2. | Service Recipient Payments made under the terms of this agreement will be tax deductible in the United Kingdom | |
3. | VAT of the current rate % of the invoice amount will be charged by the service provider to the service recipient |
Lowara (UK) Ltd. Millwey Rise Industrial Estate Axminster EX13 5HU, United Kingdom |
3
1. | Service Provider agrees to use reasonable care and diligence in the fulfillment of all services described above. Service Provider also agrees that it will promptly carry out services based on reasonable business practices and judgment. |
All correspondence with respect to this agreement should be sent to the Service Owners listed above. |
Prior Notice Requirement to | ||||
No. | Third Party Provider | Terminate Service | ||
N/A
|
None required | See Term and Option above | ||
1. | The hourly fixed charge for use of the pump testing area shall be Cost plus 2% - 10% per hour for the term of this agreement payable in British Pounds. | |
2. | The hourly fixed charge for Information Technology services and Finance Support services will be Cost plus 2% - 10% per hour for the term of this agreement Payable in British Pounds. | |
3. | The fixed hourly rate of Cost plus 2% - 10% per hour shall be the minimum charge. Partial hour charges will be rounded up to include the entire hour. For example, a service provided in 2 hours and 20 minutes will be charged at 3 hours or Cost plus 2% - 10%. | |
4. | Invoices will be prepared monthly and mailed to the service provider via email. Invoices shall include the date services were provided, the name(s) of the person(s) who provided the service, the number of hours spent providing the service, and the description of the product that was tested where applicable. | |
5. | There will be no additional backup attached to these invoices. | |
6. | Invoice payment terms are net 30 days from invoice date. |
4
Name | Title | Phone | ||||
Service Providers
Contact
Harald Rach
|
General Manager ITT Nanjing Co., Ltd. (Xylem Nanjing) Longyang Road, Luhe Economic Development Area, Luhe District, Nanjing, Jiangsu Province, China | Harald.rach@itt.com | ||||
Service Recipients
Contact
Carter Chan
|
General Manager, IP China ITT (China) Investment Company Limited 30F Tower A, City Center of Shanghai, 100 Zunyi Road Shanghai 200051 | Carter.Chan@itt.com |
1. | Service Provider ITT Nanjing Co., Ltd (Xylem Nanjing) | ||
2. | Service Recipient IP China / Shanghai Goulds Pump |
1. | Maximum Service Period 24 months Commencing on the Distribution date. |
1
2. | The Hourly rates are set forth below under Pricing & Payment Terms. There is an escalation in price after the 1st 12 months, as set forth in the pricing terms. | ||
3. | Service Recipient will have the option to terminate this agreement, with no additional make-whole fee as required by Section 11(b) of the Agreement, after the 1st 12 months with 1 month advance written notice to the Service Provider | ||
4. | This agreement cannot be extended beyond the term of 24 months. |
1. | Testing of IP China / SGP products |
a. | Service Provider provides Service Recipient full access to the test bed and infrastructure to fully test pumps and other related products | ||
b. | Service Provider also provides tools, equipment and personnel to fully validate a product as required by Service Recipient. | ||
c. | Service Provider also fully tests the products per instructions from Service Recipient or its customers or its agents | ||
d. | Service Provider provides full report(s) on the results of the test and performance of the products | ||
e. | Service Provider personnel will take control of the products at the loading dock and transfer the products to the test bed, install them on the test bed, fully test the products, remove the products and package them and return as required by Service Recipient | ||
f. | Service Recipient or its agents or its customers will have access to the products while they are being prepared for testing, while products are being tested and while the products are being processed for return to Service Recipient | ||
g. | Service Recipient or its agents or its customers will have access to the control room in order to witness the test. | ||
h. | Only Service Provider personnel are allowed to run the test and operate all tools, machinery and controls related to the testing of these products |
2. | Painting of IP China / SGP products |
a. | Service Provider provides paint services to Service Recipient utilizing existing paint booths at the Nanjing factory | ||
b. | Service Provider provides paint services according to Service Recipient requirements as agreed in the individual orders placed by Service Recipient | ||
c. | Service Provider personnel will take control of the products at the loading dock and transfer the products to the paint booth, prep the products properly before installing them in the paint booth, fully paint the products, remove the products from the paint booth and package them and return as required by Service Recipient | ||
d. | Service Recipient or its agents will have access to the products before and after the painting process in order to witness and accept the painted product. |
3. | Service Provider and Service Recipient agree on lead-times for testing and painting of each product at the time of placing of the order. Service Provider will make reasonable efforts to comply with the agreed lead-time and will communicate with the Service Recipient if there are any delays in fulfilling the order. |
2
1. | Service Provider Payments received under the terms of this agreement will be considered taxable income in China | ||
2. | Service Recipient Payments made under the terms of this agreement will be tax deductible in China |
1. | After the termination of this agreement, it may be necessary from time to time for the Service Provider, on behalf of the Service Recipient, to respond to inquiries made by customers or government authorities about Service Recipients financial statements and tax filings, including providing support for audits. In this event, the Service Provider will contact the Service Recipient and agree on an appropriate course of action and response. To the extent that Service Providers resources are to be used to respond to the inquiries, after the TSA ends, the Service Provider will be entitled to invoice the Service Recipient at the following rates per hour provided if assistance is needed under this section after 2012, the parties will renegotiate such rates in good faith; |
a. | Clerical US$20.00 | ||
b. | Professional US$30.00 | ||
c. | Management US$77.00 |
2. | At the termination of this agreement, the Service Recipient will provide the necessary support at its own expense to transfer data to its own systems. The Service Provider will agree to provide training to the Service Recipients employees on the Service Providers premises or via conference call / web ex prior to the termination of the agreement. The Service Provider will not be required to send any of its employees to any other Service Recipient location. | ||
3. | In the event of 3rd party claims against the Service Recipient which are unrelated to this agreement, the Service Recipient agrees to indemnify the Service Provider for any costs that the Service Provider may incur in the event that the 3rd party elects to also claim damages against the Service Provider because of their relationship with the Service Recipient. The Service Recipient also agrees to defend the Service Provider at its sole cost to the extent permitted to do so under Chinese Law. |
3
1. | Service Provider Dan Kelly | |
1133 Westchester Avenue | ||
Suite 2000 | ||
White Plains, NY 10605 | ||
2. | Service Recipient Joanne Scalard | |
1133 Westchester Ave | ||
Suite 3000 | ||
White Plains, NY 10605 |
Prior Notice Requirement to | ||||
No. | Third Party Provider | Terminate Service | ||
4
1. | The hourly fixed charge for testing services provided under this TSA |
a. | Specified by model as described in the attached table | ||
b. | The hourly rate has an escalation as described in the table |
2. | The hourly fixed charge for painting services provided under this TSA |
a. | Specified by model as described in the attached table | ||
b. | The hourly rate has an escalation as described in the table |
3. | Refer to the attached MS-Excel pricing document for the pricing details | |
4. | All Invoices are payable in Chinese Yuan (RMB). | |
5. | Invoices will be prepared monthly and mailed to the service recipient via email or regular mail. | |
6. | The 1st invoice will be dated on the last day of the financial closing in November 2011 | |
7. | Invoice payment terms are net 30 days from invoice date. | |
8. | Subsequent invoices will follow every 30 days as long as there is activity. If Service Recipient dont use any testing services in any given month, Service Provider doesnt have to provide an invoice. |
5
Need | ||||||||||||||||
hoisting | Total time | TSA Rate 2011 | TSA Testing | TSA Rate 2012 | TSA Testing | TSA Rate 2013 | TSA Testing | |||||||||
Model | machine | (Hr.s) | (USD/hr) | Price (USD) | (USD/hr) | Price (USD) | (USD/hr) | Price (USD) | ||||||||
3196Sti | No | 1.67 | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% | ||||||||
3196Mti/Lti | 1.67 | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% | |||||||||
3196X17/XLti | 1.67 | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% | |||||||||
3185S | No | 1.87 | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% | ||||||||
3185M | 1.87 | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% | |||||||||
3185L | 1.87 | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% | |||||||||
3185XL | 1.87 | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% | |||||||||
3180S | No | 1.87 | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% | ||||||||
3180M | 1.87 | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% | |||||||||
3180L | 1.87 | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% | |||||||||
3180XL | 1.87 | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% | |||||||||
3409S | No | 2.07 | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% | ||||||||
3409M | 2.07 | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% | |||||||||
3410S | No | 2.07 | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% | ||||||||
3410M | 2.07 | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% | |||||||||
3410L | 2.07 | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% | |||||||||
3171S/ST | No | 2.07 | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% | ||||||||
3171M/MT | 2.07 | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% | |||||||||
VIT 6~13 | NO | 4.67 | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% | ||||||||
VIT14~20 | No | 4.67 | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% | ||||||||
VIT 20 ~34 | yes, when the length | 7.87 | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% |
Painting Time | TSA Rate 2011 | TSA Painting | TSA Rate 2012 | TSA Painting | TSA Rate 2012 | TSA Painting | ||||||||||
Model | (Hr.s) | (USD/hr) | Price (USD) | (USD/hr) | Price (USD) | (USD/hr) | Price (USD) | |||||||||
3196Sti | 0.6 | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% | |||||||||
3196Mti/Lti | 0.7 | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% | |||||||||
3196X17/XLti | 0.8 | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% | |||||||||
3185S | 0.7 | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% | |||||||||
3185M | 0.8 | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% | |||||||||
3185L | 0.9 | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% | |||||||||
3185XL | 1.2 | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% | |||||||||
3180S | 0.7 | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% | |||||||||
3180M | 0.8 | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% | |||||||||
3180L | 0.9 | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% | |||||||||
3180XL | 1.2 | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% | |||||||||
3409S | 1 | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% | |||||||||
3409M | 1.5 | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% | |||||||||
3410S | 0.8 | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% | |||||||||
3410M | 1 | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% | |||||||||
3410L | 1.2 | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% | |||||||||
3171S/ST | 0.6 | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% | |||||||||
3171M/MT | 0.8 | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% | |||||||||
VIT 6~13 | 3 | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% | |||||||||
VIT14~20 | 4 | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% | |||||||||
VIT 21 ~34 | 4.5 | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% | Cost plus 2% - 10% |
6
Name | Title | Phone | ||||
Service Provider Kacy Litzy |
VP Director Global Operations |
Kacy.litzy@fluidtechnology.net | ||||
Service Recipient Alan Gilden |
Valencia Director of Operations | Alan.gilden@ittcorp.net |
1. | Service Provider Flow Control LLC | |
2. | Service Recipient Aerospace Controls LLC |
1. | Pass through of American Industries shelter plan expenses | |
2. | IT Services | |
3. | Environmental Health and Safety Services |
1. | Minimum Service Period 6 months Commencing on the Distribution Date | |
2. | The Monthly Costs are set forth below under Pricing & Payment Terms. The Service Recipient and Service Provider agree that, except as set forth in this Services TSA Schedule for Chihuahua (this TSA) no additional 2%, 10% or 4.5% increase in such pricing should be applied as set forth in Section 2(a)(i) of the Agreement. | |
3. | Service Recipient shall have the option to renew at 1.15 times the monthly fixed charge as noted below for an additional 3 months if written notice is provided 60 days prior to the end of the Minimum Service Period. Service Recipient will have the option to terminate this agreement at any time, with no additional make-whole fee as required by Section 11(b) of the Agreement, after the 1st 6 months with 1 months advance written notice to the Service Provider |
J-1
1. | Pass through of American Industries (the Shelter Plan Company) expenses including but not limited to the following; |
a. | Manage relationships with all Mexico government agencies | ||
b. | Human Resources |
i. | Recruit, selection and hiring of required personnel | ||
ii. | Labor administration |
1. | Employee contracts | ||
2. | Employee badge administration | ||
3. | Compensation package | ||
4. | Promotion policies & employee transfers | ||
5. | Maintain employee records | ||
6. | Employee conflict resolution | ||
7. | Manage relationship with Labor Board | ||
8. | Instruct personnel supervisors | ||
9. | Develop and manage collective work agreement | ||
10. | Ensure compliance with labor laws | ||
11. | Negotiate with labor union | ||
12. | Xpat support and administration |
iii. | Conduct required personnel training | ||
iv. | Payroll Services |
1. | Collect weekly payroll and timekeeping data | ||
2. | Gather supervisor approvals | ||
3. | Process payroll | ||
4. | Input of new hires into payroll system | ||
5. | Process employee terminations | ||
6. | Manage savings fund program | ||
7. | Administer food coupons | ||
8. | Make required payroll tax payments | ||
9. | Provide cost per hour reports on line | ||
10. | Timely payments to employees | ||
11. | Maintain payroll and HR software |
v. | Employee retention programs |
1. | Administer all employee retention programs (cafeteria, social security, medical, loans, day care etc) |
vi. | Infirmary Coordination |
1. | Manage dispensary services | ||
2. | Manage disability cases | ||
3. | Maintain medical records | ||
4. | Inspect cafeteria services |
vii. | General Services |
1. | Hire and manage cafeteria services |
2. | Hire and manage transportation services | ||
3. | Control access to facility through time and attendance system | ||
4. | Address maintenance and cleanliness concerns | ||
5. | Address any employee related issues with government agencies |
c. | Procurement, Accounting and Fiscal |
i. | Payment of all required Mexico corporate taxes | ||
ii. | Payment of all required payroll taxes | ||
iii. | Calculation and administration of employee profit sharing program | ||
iv. | Maintain fixed asset records | ||
v. | Process accounts payables (MR0) invoices on a timely basis and pay suppliers | ||
vi. | Obtain bids and proposals from suppliers and evaluate in a timely manner | ||
vii. | Manage vendor relationships | ||
viii. | Issue Purchase Orders to suppliers | ||
ix. | Track open purchase orders | ||
x. | Obtain required invoice approvals | ||
xi. | Code vendor invoices to proper account numbers | ||
xii. | Process and administrate employee travel expenses | ||
xiii. | Provide budget and actual spending reports | ||
xiv. | Maintain relationship with banks and bank account administration | ||
xv. | Prepare Shelter plan invoices that are sent to the service provider and pro rate expenses if necessary between the service provider and the service recipient | ||
xvi. | Resolve issues with government auditors | ||
xvii. | Keep required backup for statutory and audit purposes | ||
xviii. | Prepare required statutory financial statements and file on a timely basis | ||
xix. | Maintain general ledger software |
d. | Freight forwarding activities |
i. | Southbound |
1. | Receive and unload goods in port of entry | ||
2. | Verify identification data | ||
3. | Prepare wrap and weigh pallets | ||
4. | Forward documentation to Mexico customs broker | ||
5. | Prepare detailed reports on quantity of bundles on each truck | ||
6. | Ensure efficient customs clearance |
ii. | Northbound |
1. | Coordinate with service recipient for disposal of waste material returned from Mexico |
e. | Import and Export |
i-Exports |
1. | Process pro forma invoice, packing list, pedimento | ||
2. | Review above for accuracy | ||
3. | Dispatch truck | ||
4. | Traffic (Follow of the truck) | ||
5. | Invoice review for carriers and Customs brokerage | ||
6. | Payment requisitions for services |
ii-Imports |
1. | Review list of goods | ||
2. | Classify merchandise |
3. | Coordinate with counterpart broker | ||
4. | Process pro forma invoice, packing list, pedimento | ||
5. | Review above for accuracy | ||
6. | Dispatch truck |
iii. | Other Shipments (Valencia) |
1. | Review list of goods | ||
2. | Classify merchandise | ||
3. | Input parts and data to SOE system | ||
4. | Coordinate with counterpart broker | ||
5. | Process pro forma invoice, packing list, pedimento | ||
6. | Review above for accuracy | ||
7. | Dispatch truck |
iv. | Virtual imports exports |
1. | Review list of goods | ||
2. | Classify merchandise | ||
3. | Input parts and data to SOE system | ||
4. | Coordinate with counterpart broker | ||
5. | Process pro forma invoice, packing list, pedimento | ||
6. | Review above for accuracy | ||
7. | Dispatch truck |
v. | In cases of customs inspection, coordinate with inspector for clearance of goods | ||
vi. | Tracking of open and close Pedimentos | ||
vii. | Process complimentary Pedimentos to pay duties | ||
viii. | Prepare paperwork required to comply with Anexo 24 | ||
ix. | Import / export record keeping | ||
b. | Provide support for classification of merchandise for US & Mexico customs purposes | ||
c. | Review import export shipment information for accuracy | ||
d. | Coordinate shipments and carriers to Service Recipient factories/customers in Mexico | ||
e. | Coordinate virtual import/exports |
i. | Coordinate with counterpart broker | ||
ii. | Review documentation for accuracy | ||
iii. | Agree with data to be submitted |
f. | Coordination of customs shipment inspection activities to ensure timely resolution and clearance of goods | ||
g. | Record keeping | ||
i. | Ensure customs related documents are filed on a timely basis | ||
ii. | Assure easy access to customs documentation when needed | ||
h. | Coordinate with broker to ensure timely opening and closing of Mexican Pedimentos | ||
i. | Ensure Mexican Pedimento duties are paid on a timely basis | ||
j. | Maintain relationship with the Mexico Secretary of the Economy. Provide information as required. | ||
k. | Insure timely compliance with Anexo 24 |
l. | Completion and filing of annual report of Foreign Business Transactions | ||
m. | Process and file amendment applications for the Maquila Program | ||
n. | Provide information to the tax authorities as required or requested | ||
o. | Support D&T audits of customs activities |
i. | Attend meetings | ||
ii. | Provide information | ||
iii. | Maintain control over audits | ||
p. | Support customs audits | ||
i. | Attend meetings | ||
ii. | Provide information & review audit findings and comments |
Note: For a complete list of pass through services to be provided by the service provider to the service recipient please refer to the service providers contract with the Shelter Plan Provider- Scope of Shelter Services section of the contract |
2. | IT Services |
a. | Technical on site support for PCs, software and services as requested by Service Recipient |
3. | Environment Health and Safety Services (EH&S) |
a. | Water Management services | ||
b. | Reporting to government agencies in a timely and accurate manner | ||
c. | Obtain required permits | ||
d. | Chemical handling process | ||
e. | Sale of scrap handling | ||
f. | Ensure compliance with statutory legislation |
1. | Flow Control Chihuahua Mexico facility located at the following address; |
1. | The service provider will enter into a new shelter plan agreement with American Industries (the Shelter Plan Company) prior to the Distribution Date | |
2. | Service Recipient will sign all required EHS filings, permits etc. NO POA will be provided to the Service Provider | |
3. | Service Recipient is precluded from hiring Service Providers employees that provide the services under this TSA for the duration of this TSA plus for an additional one year after the TSA is terminated. | |
4. | At the expiration of this agreement, the Service Provider may hire any of the Service Recipients shelter plan (American Industries) employees, if it chooses to do so. | |
5. | The Service Providers IT department will be allowed access to service recipients designated areas as per the floor plan that forms a part of the Chihuahua facility rental TSA for purposes of providing the services that are included in this agreement. The Service Providers IT department will have the right to access the Service Recipients IT data in order to provide the services that are included in this agreement | |
6. | To the extent that the Shelter Plan Company does not fulfill its obligations to the service provider under the terms of its agreement with the service provider, the service provider will have a reasonable period of time to prepare and to implement an alternative action plan to provide the services as described in this TSA. Both parties will make good faith efforts to cooperate with each other in the foregoing process and will mutually agree on the alternative approach with regard to the provision of services, due to the nonperformance of the Shelter Plan Company. The failure of the Shelter Plan Company to fulfill its obligations will not excuse the service provider from providing the services that are being passed through to the service recipient under the terms of this TSA. | |
7. | Service recipient agrees to continue to pay any pass through expenses as per the Services To be Provided Item 1 section of this agreement that may be presented for payment by the service provider after this agreement is terminated due to logistical or other issues, provided appropriate backup documentation is sent with the service provider invoice | |
8. | To the extent that the Service Provider or the Shelter Plan Company terminates any of its employees who are providing services solely to the Service Recipient (and not supporting any other aspect of the Service Providers business) under this TSA at the end of this agreement because of lack of work, the Service Recipient agrees to reimburse the Service Provider for any one time termination costs that are required to be paid as per government regulation or company policy. |
1. | Service Provider Payments received under the terms of this agreement will be considered taxable income in the United States | |
2. | Service Recipient Payments made under the terms of this agreement will be tax deductible in the United States |
1. | Flow Control LLC Glouchester, Mass. USA |
1. | Service Provider Dan Kelly | |
1133 Westchester Avenue | ||
White Plains, NY 10605 | ||
2. | Service Recipient Alan Gilden | |
28150 Industry Drive | ||
Valencia, Ca. 91355 |
Prior Notice Requirement to | ||||
No. | Third Party Provider | Terminate Service | ||
American Industries | See Term and Option above | |||
1. | American Industries (the Shelter Plan Company) pass through expenses |
a. | Service Provider will invoice Service Recipient once a month immediately following receipt of invoices from the Shelter Plan Company and obtaining timely invoice approval from both the service provider and service recipient Mexico General Mangers. The monthly invoice from the service provider will be accompanied by all of the Shelter Plan Company invoices as substantiation for the invoice. All invoices will be payable in US Dollars. | ||
b. | There will be no changes to proration percentages used by the Shelter Plan Company to allocate pass through expenses between the service provider and service recipient during term of this agreement. The proration percentages used by the Shelter Plan Company immediately prior to the Distribution Date will be used for the term of this agreement. | ||
c. | The Service Recipients Mexico General Manager agrees that invoice approval must be completed within 5 days of receipt of the invoices from the Service Provider or reasons for non approval disclosed to the Service Provider. |
2. | IT Services, as defined in this agreement, will be charged on a time and materials basis. Materials will be charged at Service Providers cost and required labor will be charged at a rate of $25.00 per hour, payable in US Dollars. Invoices will be prepared monthly. Copies of vendor invoices will be attached to the invoice to support the materials charges and timesheets showing the number of hours and dates worked by person will be attached to support labor charges | |
3. | EH&S Services, as defined in this agreement, will be charged on a time and materials basis. Materials (example permit fees) will be charged at Service Providers cost and required labor will be charged at a rate of $25.00 per hour, payable in US Dollars. Invoices will be prepared monthly. Copies of vendor invoices will be attached to the invoice to support the materials charges and timesheets showing the number of hours and dates worked by person will be attached to support labor charges | |
4. | Invoices as per items 1-3 above and the associated backup will be physically mailed in one package once a month by the service provider to the service recipient. | |
5. | There will be no additional backup attached to these invoices for items 1 and 2 above. For item 3 copies of vendor invoices will be attached to the invoice to support the materials charges and timesheets showing the number of hours and dates worked by person will be attached to support labor charges | |
6. | Sales taxes will be charged if required by USA state law | |
7. | Invoice payment terms are net 30 days from invoice date. | |
8. | Payments over 10 days late will be charged interest at a rate of 10% per annum | |
9. | Exit costs as well as costs incurred to respond to inquiries by the authorities by the Service Provider on behalf of the Service Recipient which occur after this agreement has been terminated will be invoiced & billed by the Service Provider as soon as practicable with appropriate backup documentation. |
Name | Title | Phone | ||||
Service Providers Contact |
||||||
Xylem Inc. |
||||||
Tim Coogan
|
TSA Manager | Tim.Coogan@itt.com | ||||
Service Recipients Contact |
||||||
ITT Corporation |
||||||
Daryl Bowker
|
TSA Manager | Daryl.bowker@ittcorp.com |
1
Service | Hourly Rate* | |||
Hourly Rate Administrative/Secretarial. |
$50 per hour | |||
Hourly Rate for a Non Executive |
$100 per hour | |||
Hourly Rate for an Executive |
$150 per hour |
* | Note: In cases where invoicing is done outside the United States, the above rates should be converted to local currency based on the exchange rate on the date the invoice is prepared. |
Name | Title | Phone | ||||
Service
Providers Contact |
||||||
Xylem Inc. |
||||||
Tim Coogan
|
TSA Manager | Tim.Coogan@itt.com | ||||
Service Recipients
Contact |
||||||
Exelis Inc. |
||||||
Joe Daniel
|
TSA Manager | Joe.daniel@itt.com |
1
2
3
Service | Hourly Rate* | |
Hourly Rate Administrative/Secretarial.
|
$50 per hour | |
Hourly Rate for a Non Executive
|
$100 per hour | |
Hourly Rate for an Executive
|
$150 per hour |
* | Note: In cases where invoicing is done outside the United States, the above rates should be converted to local currency based on the exchange rate on the date the invoice is prepared. |
4
Name | Title | Phone | ||||
Service Providers
Contact
|
||||||
Gary Jollow
|
HR Director Water and Wastewater Singapore | Gary.Jollow@itt.com | ||||
Service Receivers
Contact |
||||||
Douglas Parks
|
Geospacial Systems, HR Director |
Douglas.Parks@itt.com |
1
2
3
Name | Title | Phone | ||||
Service Providers
Contact |
||||||
Barbara West
|
UK Benefits Manager | barbara.west@fluidtechnology.com | ||||
Service Recipients
Contact |
||||||
Caroline Hunt
|
Senior Benefits Manager | Caroline.hunt@itt.com |
| Completion of Harmonization of Benefits for Service Receivers Brighton location | ||
| Launch Flexible Benefits Package for Service Receivers Brighton and Basingstoke locations including administration, communications, etc. | ||
| Assistance in establishing Service Receivers policy for enrollment in Private Medical | ||
| Assistance with establishing, implementing and administering a share incentive plan for the Service Receivers. | ||
| Assistance with the administration and preparation for cessation of Service Receivers Defined Benefit Plan (General Pension Plan) and movement to a Defined Contribution Plan (ITT Retirement Savings Plan) | ||
| Provide guidance in negotiating premiums with various Benefit Brokers to include interfacing with appropriate Benefits Vendors on behalf of Service Receivers, but not executing agreements on Service Receivers behalf. | ||
| Facilitate the transition of the Benefits Vendor relationship to designated Service Receivers HR Benefits Manager | ||
| Facilitate the transition of the daily benefit activities to the HR staff of both Service Receivers in Basingstoke, UK and Brighton, UK | ||
| Provide guidance on applicable British Laws versus Benefits provided, but not legal advice. | ||
| All communications initially prepared by the Experts to Service Receivers employees will be reviewed by the Service Receivers Sr. Manager of Benefits and Service Receivers Vice President, Human Resources, or such other person as may be designated by Service Receivers | ||
| The Experts will provide employees designated by the Service Receivers with monthly status reports. The Experts will work under a schedule mutually agreed to prior to October 1, 2011 which will average approximately eight (8) hours per week during the first three (3) to six (6) months and then two (2) to four (4) hours thereafter. The Experts will utilize their current office and equipment at Service Provider, Basingstoke, England, unless Service Provider moves such employees, at its discretion. | ||
| Such other services as the Experts have provided to ITT Corporations Defense business during the twelve (12) month period prior to October 1, 2011 and requested by Service Receiver, which shall not include legal or tax advice or the execution of any documentation for any governmental authority. |
Service | Hourly Rate | |
Hourly Rate for Ms. West. |
Cost plus 2% - 10% during 2011 | |
Cost plus 2% - 10% during 2012 | ||
Cost plus 2% - 10% during 2013 | ||
Hourly Rate for Ms. Frawley |
Cost plus 2% - 10% during 2011 | |
Cost plus 2% - 10% during 2012 | ||
Cost plus 2% - 10% during 2013 |
Name | Title | Phone | ||||
Misty Markle | Accounting Manager | misty.markle@itt.com | ||||
Exelis Inc. | ||||||
Catherine Lupinacci ITT Corporation |
Manager of Corporate Accounting & Planning | catherine.lupinacci@ittcorp.net |
1
Minimum | ||||||||||||
BAU | Service | |||||||||||
Service | Service | Transaction | Period | Service | ||||||||
# | Name | Description of Service | Volume | (in mo.) | Charge | |||||||
Provide General Ledger Accounting Services to ITT Corp Headquarters: | ||||||||||||
Balance and Post Payroll Journal Entries
The Service Provider will use the Completed
Payroll Cycles from the Service Receiver to post
the Journal on ITT Co. HQ ledger. This will occur
three (3) business days after the payroll cycle
completes.
|
155 Annually | |||||||||||
Prepare Payroll Accrual Report The
Service Provider will receive a notification from
Service Receiver to produce the Payroll Accrual
Report in PDF format from Infinium for Service
Receiver. The report will be completed one (1)
business day after notification is received.
|
4 Annually | |||||||||||
SS-GLHQ-01
|
General Ledger Accounting Services ITT Co. HQ | Prepare Journal Entries for Infinium
Enterprise Application and Payroll Service Charges
The Service Provider will use the TSA Costs
from Service Receiver to post the Journal on ITT
Co. HQ ledger. This will be completed prior to
month end close.
|
50 Annually | |||||||||
Prepare Journal Entries for Fringe The
Service Provider will use the Payroll Month End
Close from Service Receiver to post the Journal on
ITT Co. HQ ledger. This will be completed prior
to month end close.
|
24 Annually | 18 | Cost plus 2% - 10% | |||||||||
Prepare Journal Entries for Environmental
Reserve The Service Provider will use the
Payroll Month End Close from Service Receiver to
post the Journal on ITT Co. HQ ledger. This will
be completed prior to month end close.
|
12 Annually | |||||||||||
Prepare Journal Entries for Medical
Insurance and Investment Savings Plan The
Service Provider will use the interface files as
documented in Attachment A to remit payment to
Vendor and post the Journal on ITT Co. HQ ledger.
This will be completed prior to month end close.
|
68 Annually | |||||||||||
Journalize ISP Surcharges The Service
Provider will use the interface files as
documented in Attachment A to remit payment to
Vendor and post the Journal on ITT Co. HQ ledger.
This will be completed prior to month end close.
|
52 Annually |
2
Minimum | ||||||||||||
BAU | Service | |||||||||||
Service | Service | Transaction | Period | Service | ||||||||
# | Name | Description of Service | Volume | (in mo.) | Charge | |||||||
Prepare Flexible Spending Account Report
and Create Journal Entry The Service Provider
will use the Payroll Month End Close to post the
Journal on ITT Co. HQ ledger and provide Service
Receiver with the report. This will be completed
15 days after the calendar month.
|
12 Annually | |||||||||||
Journalize CELCO Medical Premium Checks
The Service Provider will use a copy of Medical
Checks related to retirees paying their premium
from an internal business unit within Service
Provider which in-turn receives the actual check
from the retiree for Service Provider to post the
Journal on ITT Co. HQ ledger. This will be
completed prior to month end close.
|
12 Annually | |||||||||||
Assist in Payroll Salaries Account
Reconciliation The Service Provider will use
the (Month, Year) Payroll Reconciliation
spreadsheet from Service Receiver to create
queries to support general ledger account
reconciliation. This will be completed one (1)
business day after the request is received.
|
12 Annually | |||||||||||
Liability Calculation for Short Term
Disability The Service Provider will use a
query provided from an internal business unit
within Service Provider to calculate the liability
for short term disability and provide a report in
spreadsheet format.
|
1 Annually | |||||||||||
Prepare Clearing Journal Entries for
Entities within ITT Co. The Service Provider
will use the final month end intercompany balances
provided from an internal business unit within
Service Provider to prepare the clearing journal
entries for ITT Co. HQ ledger. This will be
posted before the last day of fiscal month.
|
12 Annually | |||||||||||
Provide General Ledger Accounting Services for ITT Co. HQ to close GIS GL: |
||||||||||||
SS-GLHQ-02
|
General Ledger Accounting Services ITT Co. HQ to close GIS GL | Provide eBuyITT Admin Services The
Service Provider will use monthly Transaction
Detail Reports from Service Receiver to post
journal entry in general ledger.
|
1 per Week | |||||||||
Provide P-Card Admin Services The
Service Provider will use monthly Transaction
Detail Reports from Service Receiver to post
journal entry in general ledger.
|
1 per Month | 6 | Cost plus 2% - 10% | |||||||||
P-Card Online Approval Services The
Service Provider will receive e-mail notification
to approve P-Card transactions from Service
Receiver. Service Provider will review online and
approve P-Card transactions.
|
2 per Month |
3
Minimum | ||||||||||||
BAU | Service | |||||||||||
Service | Service | Transaction | Period | Service | ||||||||
# | Name | Description of Service | Volume | (in mo.) | Charge | |||||||
Provide Delegation of Authority Admin
Services The Service Provider will receive an
e-mail notification from Manager or Director of
Service Receivers organization to update the
Delegation of Authority document. The Service
Provider will provide the approved Delegation of
Authority Document. This will be provided within
one (1) business day of receiving the e-mail
notification request.
|
1 per Month | |||||||||||
Reconcile Balance Sheet Accounts The
Service Provider will use the month end close
documents from Service Receiver to reconcile
General Ledger Accounts.
|
70 per Month | |||||||||||
Complete Month End General Ledger
Processing The Service Provider will use Month
End Checklist, Month End JE List, Month End Close,
Chart of Account Request Form, and other reports
from Service Receiver to provide Month End Close
services and feed this information to Hyperion.
|
1 per Month | |||||||||||
o Month End Prepare and post all journal
entries, setup and maintain chart of accounts,
maintain company controls and period controls. |
||||||||||||
o ZDAP Report Review and process accruals. |
||||||||||||
Complete Year End Close The Service
Provider will use the Completed Year End Close
data from Service Receiver to create Year End
journals, update retained earnings, and roll
forward of asset and liability account balances
for the next year.
|
1 per Year | |||||||||||
Tracking and Transfers of Fixed Assets
The Service Provider will receive request from
Service Receivers management to transfer assets
to New Co or impair and will provide journal entry
and/or invoice to the New Co.
|
5 per Month | |||||||||||
Complete Concur Journals and Transfers due
to Employee Movement The Service Provider will
use Concur feed data from Service Receiver to
provide journal entries and transfers due to
employee movement.
|
1 per Week | |||||||||||
Provide Purchasing related services |
||||||||||||
o Complete Finance Approval on Purchase
Requisitions The Service Provider will use
Purchase Requisition information from Service
Receiver to provide finance approval on Purchase
Requisitions. This will be provided within one
(1) business.
|
5 per Month | |||||||||||
o Review Purchase Order Commitment and Close
Active Purchase Orders The Service Provider
will use the Purchase Order Reconciliation Report
|
535 Open Purchase |
4
Minimum | ||||||||||||
BAU | Service | |||||||||||
Service | Service | Transaction | Period | Service | ||||||||
# | Name | Description of Service | Volume | (in mo.) | Charge | |||||||
from Service Receiver to e-mail Buyers requesting action to close purchase orders. All Purchase Orders will be closed by end of TSA period. | Order Lines | |||||||||||
Load Financials & Intercompany Balances
for Hyperion The Service Provider will use
completed Month End Close information from Service
Receiver to reconcile intercompany balances and
perform financial review.
|
1 per Month | |||||||||||
Prepare Cost Center Variance Monthly
Reports The Service Provider will use completed
Month End Close information from Service Receiver
to produce a monthly G&A expense detail report to
Managers.
|
1 per Month |
Scenario | One-Time Setup Fees | Monthly Fees | ||
Service Volume within
BAU [Note: BAU
already includes +/-
10% of
pre-distribution date
volumes]
|
No incremental one-time fees when Service Receiver utilizes services and structure as-is with no changes under this agreement | Steady-State fee structure for requisite service as documented in this agreement | ||
Service Volume
greater or less than
BAU
|
Service Provider will develop a commercially reasonable quote for acceptance by the Service Receiver provided the Service Receiver utilizes services and structure as-is with no significant changes under this agreement | Service Provider will develop a commercially reasonable quote for acceptance by the Service Receiver incremental to the base service costs documented below for the requisite service |
5
Service # | Service Name | Description of Service | Service Charge ($/hour) | |||
Service Provider will make commercially reasonable efforts to assist Service Receiver in exiting of this agreement. These efforts include: | ||||||
Support of
data extraction
requests from the
Service Receiver |
||||||
SS-GLHQ-02
|
General Ledger Accounting Support Services ITT Co. HQ Migration | Providing
Subject Matter
Expertise in helping
the Service Receiver
understand current
state business
processes, functional
data mapping, and
impacts of design
decisions
|
Time and Materials Based on Additional Pricing Section | |||
Service Provider will provide the following knowledge transfer services: | ||||||
SS-GLHQ-03
|
General Ledger Accounting ITT Co. HQ Knowledge Transfer | Existing
non-sensitive
documentation
maintained by the
Service Provider will
be given to the
Service Receiver as
it relates to this
agreement
|
Time and Materials Based on Additional Pricing Section |
6
| Security and access controls will be maintained as set forth in the Master Services Agreement. | ||
| If Service Receiver provides inaccurate information to Service Provider it will be the responsibility of the Service Receiver to rectify any problems and bear any costs incurred to rectify the issue. | ||
| Service Receiver must actively be engaged on the Infinium Application TSA for the duration this agreement is in effect. | ||
| Service Receiver must actively be engaged on the HR/Payroll/Benefits TSA for the duration this agreement is in effect. | ||
| Service Receiver (ITT HQ) general ledger must be in the current reporting period in order for the Service Provider to complete the services documented within this agreement. Service Receiver and Service Provider will work together to ensure that the current period is open to process transaction(s). |
7
Location | Low | Medium | High | |||||||||
USA |
$ | 75 | $ | 100 | $ | 125 | ||||||
Greece |
$ | 35 | $ | 46 | $ | 58 | ||||||
Mexico |
$ | 19 | $ | 25 | $ | 31 | ||||||
Sweden |
$ | 75 | $ | 100 | $ | 125 |
8
Journal Entry Type | Interface Name | Business Purpose | Vendor | Source | Frequency | |||||
Medical Insurance
MetLife
|
Report withholdings and premiums to the record keeper | JP MORGAN CHASE | Infinium | Monthly | ||||||
Medical Insurance
Health Savings
Account (HSA)
|
Report withholdings and premiums to the record keeper | Mellon | Infinium | Weekly | ||||||
Investment Plan
Savings (ISP) and
ISP Surcharges
|
Report withholdings and premiums to the record keeper | Wells Fargo / ACS | Infinium | Weekly |
9
Name | Title | Phone | ||||
Joe Daniel | TSA Manager | joe.daniel@itt.com | ||||
Exelis Inc. | ||||||
Daryl Bowker | Director, Shared Services | daryl.bowker@itt.com | ||||
ITT Corporation |
BAU | Minimum | |||||||||||
Service | Service | Transaction | Service Period | Service | ||||||||
# | Name | Description of Service | Volume | (in mo.) | Charge | |||||||
Provide payroll and tax configuration support required to support payroll services: | ||||||||||||
Income Codes Service Provider will use the
Income Request Form from the Service Receiver to
update tax, garnishment, eligibility, pension, and
401K with the provided income codes. 5 business
days prior notice are required to make the income
code changes. |
||||||||||||
Deduction Codes Service Provider will use
the Deduction Request Form from the Service Receiver
to update tax, Group Term Life (GTL), and other
accumulator requirements with the provided deduction
codes. 5 business days prior notice are required to
make the deduction code changes. |
||||||||||||
Paid Time Off (PTO) Accrual Controls
Service Provider will use the PTO Policy document
from the Service Receiver to accrual code and
schedule setups requested by the Service Receiver.
10 business days prior notice are required to make
the requested PTO Accrual Controls changes. |
||||||||||||
SS-Payroll-01
|
Payroll Services | Federal/State/Local Tax Table Service
Provider will use the Notification of
Federal/State/Local Tax Change provided by the
Service Receiver to update the local tax setup
within systems managed by Service Provider within 5
business days of the request.
|
100/month for all SS-Payroll-01 |
18 | Cost plus 2% 10% | |||||||
Federal/State/Local Tax Service Provider
will use the Request for Level Control provided by
automated systems to update the level control setup
within systems managed by Service Provider within 5
business days of the request. |
||||||||||||
Employer Codes Service Provider will use
the Request for New Employer Codes from the Service
Receiver to update employer codes in systems managed
by Service Provider within 5 business days of the
request. |
||||||||||||
User Defined Field Service Provider will
use the Request for User Defined Field provided by
the Service Receiver to update the necessary fields
within 5 business days of the request. |
||||||||||||
Level Control Service Provider will use
the Request for Level Control provided by the
Service Receiver to update the level control setup
within systems managed by Service Provider within 5
business days of the request. |
||||||||||||
Pay Cycle Service Provider will use the
Request Pay Cycle from the Service Receiver to setup
the pay cycle with the pay calendar where
applicable. 5 business days are |
2
BAU | Minimum | |||||||||||
Service | Service | Transaction | Service Period | Service | ||||||||
# | Name | Description of Service | Volume | (in mo.) | Charge | |||||||
required to make the pay cycle changes. Pre-distribution date pay cycle configuration is defined in Attachment B. | ||||||||||||
Employer Group Service Provider will use
the Request for Employer Group provided by the
Service Receiver to update the Employer Group within
systems managed by Service Provider within 5
business days of the request. |
||||||||||||
Cycle Group Service Provider will use the
Request for Cycle Group provided by the Service
Receiver to update the cycle group setup within
systems managed by Service Provider within 5
business days of the request. |
||||||||||||
Payroll Authorization Group Service
Provider will use the Request for Payroll
Authorization Group provided by the Service Receiver
to update the Payroll Authorization Group setup
within systems managed by Service Provider within 5
business days of the request. |
||||||||||||
Income Authorization Group Service
Provider will use the Request for Income
Authorization Group provided by the Service Receiver
to update the income authorization group setup
within systems managed by Service Provider within 5
business days of the request. |
||||||||||||
Deduction Authorization Group Service
Provider will use the Request for Deduction
Authorization Group provided by the Service Receiver
to update the deduction authorization group setup
within systems managed by Service Provider within 5
business days of the request. |
||||||||||||
Auto Pay Groups Service Provider will use
the Request for Auto Pay Groups provided by the
Service Receiver to update the auto pay groups setup
within systems managed by Service Provider within 5
business days of the request. |
||||||||||||
Labor/Income Cross Reference Table
Service Provider will use the Request for
Labor/Income Cross Reference Table Maintenance
provided by the Service Receiver to update the
Labor/Income Cross Reference Table setup within
systems managed by Service Provider within 5
business days of the request. |
||||||||||||
General Ledger Cross Reference Table
Service Provider will use the Request for General
Ledger Cross Reference Table maintenance provided by
the Service Receiver to update the general ledger
cross reference table setup within systems managed
by Service Provider within 5 business days of the
request. |
3
BAU | Minimum | |||||||||||
Service | Service | Transaction | Service Period | Service | ||||||||
# | Name | Description of Service | Volume | (in mo.) | Charge | |||||||
Provide garnishment, child support, tax levy, interrogatory correspondence, withholding and payments support required for payroll services: | ||||||||||||
Garnishment Letter Service Provider will
use the Garnishment Notification to provide a
garnishment letter to the garnishing agency during
the latter of 7 days after notification and the next
applicable payment cycle. |
||||||||||||
Garnishment Withholding Service Provider
will use the Garnishment Notification to adjust the
employee garnishment deduction setup during the
latter of 7 days after notification and the next
applicable payment cycle. |
New Transactions 200, Monthly Payments 700 | |||||||||||
Garnishment Payments Service Provider
will use the Garnishment Notification to update the
garnishment payments to agency during the latter of
7 days after notification and the next applicable
payment cycle. |
||||||||||||
Stop Garnishments Service Provider will
use the Garnishment Stop Notification to deactivate
the employee garnishment deduction and process
refund of any over-withholding during the latter of
7 days after notification and the next applicable
payment cycle. |
||||||||||||
Provide employee maintenance support where appropriate to support payroll processing: | ||||||||||||
W-4 Service Provider will use the W-4
Form from the Service Receiver to update employee
W-4 information with the provided information.
Service Receiver must provide such information at
least 2 business days prior to processing of payroll
to ensure inclusion in the current payroll run. |
||||||||||||
Home/Work State Update Service Provider
will use the employee change request for home/work
state maintenance from the Service Receiver to make
requested updates. Service Receiver must provide
such information at least 2 business days prior to
processing of payroll to ensure inclusion in the
current payroll run.
|
600/month | |||||||||||
Direct Deposit Service Provider will use
the Direct Deposit Form from the Service Receiver to
update employee direct deposit information with the
provided information. Service Receiver must provide
such information at least 2 business days prior to
processing of payroll to ensure inclusion in the
next payroll run. |
4
BAU | Minimum | |||||||||||
Service | Service | Transaction | Service Period | Service | ||||||||
# | Name | Description of Service | Volume | (in mo.) | Charge | |||||||
Provide college fund employee direct deposit maintenance required to support payroll processing upon receipt of notification of enrollment or change via email. Request will be processed within 7 days of notification in the next applicable payment cycle. | 30/month | |||||||||||
Provide executive excess savings plan updates to employee deduction code maintenance required to support payroll processing upon receipt of Service Receiver notification of employee. Request will be processed within 7 days of notification in the next applicable payment cycle. | 30/month | |||||||||||
Provide ACS 401k Interface Processing required to support payroll processing: | ||||||||||||
Saving Plan Deferral & Loan Service
Provider will use the ACS ISP Feedback File from the
Service Receivers 3rd party to update
employee deduction code information with the
provided information. Service Receivers
3rd party must provide such information
by Friday evening the week prior to requested
update. |
||||||||||||
Saving Plan Deferral & Loan Service
Provider will use the ACS ISP Feedback File from the
Service Receivers 3rd party to update
employee deduction code information with the
provided information. Service Receivers
3rd party must provide such information
by Friday evening the week prior to requested
update. |
||||||||||||
ACS Error Report Review Service Provider
will review the ACS ISP Feedback File from the
Service Receivers 3rd party provider to
review any fallout which may have occurred. Upon
fallout Service Provider will notify ACS to conduct
maintenance to rectify documented fallouts.
|
10 Monthly Interfaces Files & Reports | |||||||||||
ACS New Hire Service Provider will use a
report created from the ACS Interface File from the
Service Receivers 3rd party to validate
new hire processing. Service Receivers
3rd party must provide such information
by Friday evening the week prior to requested
validation. |
||||||||||||
ACS ISEV Service Provider will use the
ACS ISEV Status Change from the Service Receivers
3rd party to update employee deduction
code information with the provided information.
Service Receivers 3rd party must provide
such information by Friday evening the week prior to
requested update. |
5
BAU | Minimum | |||||||||||
Service | Service | Transaction | Service Period | Service | ||||||||
# | Name | Description of Service | Volume | (in mo.) | Charge | |||||||
Provide JPMorgan 401k Interface Processing required to support payroll processing | ||||||||||||
Saving Plan Deferral & Loan Service
Provider will use the JP Morgan ISP Feedback File
from the Service Receivers 3rd party to
update employee deduction code information with the
provided information. Service Receivers
3rd party must provide such information
by Friday evening the week prior to requested
update. |
||||||||||||
Saving Plan Deferral & Loan Service
Provider will use the JP Morgan ISP Feedback File
from the Service Receivers 3rd party to
update employee deduction code information with the
provided information. Service Receivers
3rd party must provide such information
by Friday evening the week prior to requested
update. |
||||||||||||
JP Morgan Error Report Review Service
Provider will review the JP Morgan ISP Feedback File
from the Service Receivers 3rd party
provider to review any errors which may have
occurred. Upon fallout Service Provider will notify
ACS to conduct maintenance to rectify documented
fallouts.
|
10 Monthly Interfaces Files & Reports | |||||||||||
JP Morgan New Hire Service Provider will
use a report created from the JP Morgan Interface
File from the Service Receivers 3rd
party to validate new hire processing. Service
Receivers 3rd party must provide such
information by Friday 5 pm EST or Thursday 5 pm EST
if Friday is not a business day the week prior to
requested validation. |
||||||||||||
JP Morgan ISEV Service Provider will use
the JP Morgan ISEV Status Change from the Service
Receivers 3rd party to update employee
deduction code information with the provided
information. Service Receivers 3rd
party must provide such information by Friday
evening the week prior to requested update. |
||||||||||||
Provide Principal Loan Processing required to support payroll processing upon receipt of notification by secured email and make the required employee deduction code changes. | Weekly Interface Files |
|||||||||||
Provide Marsh Benefit Processing required to support payroll processing upon receipt of interface file and make deduction code changes. Files must be received by the 17th of the month for processing by the end of the month. | Two Interface Files Per Month |
6
BAU | Minimum | |||||||||||
Service | Service | Transaction | Service Period | Service | ||||||||
# | Name | Description of Service | Volume | (in mo.) | Charge | |||||||
Provide John Hancock LTC Processing required to support payroll processing upon receipt of interface file and make deduction code changes. Files must be received by the 17th of the month for processing by the end of the month. | Two Interface Files Per Month |
|||||||||||
Provide Runzheimer Fix and Variable Auto Processing required to support payroll processing upon receipt of interface file and make employee negative deduction transactions for payroll Files must be received by the 9th of the month. | One Interface File Per Month |
|||||||||||
Provide Concur Travel Expense Reimbursement required to support payroll processing upon receipt of interface file and make employee negative deduction transactions. Files must be received by Thursday morning at 6 am EST to be processed in the next applicable pay cycle. | Weekly Interface Files |
|||||||||||
Provide executive deferral payment upon receipt of notification from Service Receiver for payout and make employee deferral payment. Files must be received by the 9th of the month. | One Monthly Deferral Processing |
|||||||||||
Provide excess group term life calculations upon receipt of notification from Service Receiver for payout and make employee deferral payment. Files must be received by the 9th of the month. | 240 Batch Processing Runs |
|||||||||||
Complete nightly Infinium Benefit Deduction updates. | 240 Batch Processing Runs |
|||||||||||
Provide payroll processing. | ||||||||||||
Automated Labor Upload Service
Provider
will use the interface from the Service Receivers
labor system and create the Infinium labor file for
payroll processing. Labor Code to Infinium Income
code cross reference file updated as required. |
||||||||||||
Labor Interface Validation Service
Provider will use the interface from the Service
Receivers labor system to get totals. Service
Provider will then match the Infinium and Service
Receivers Labor System file. Should discrepancies
exist, Service Provider will work with Service
Receiver to resolve the issue.
|
240 Pay Processing Cycles | |||||||||||
Payroll Cycle Processing
Service Provider
will then create Employee Processing Cycle |
7
BAU | Minimum | |||||||||||
Service | Service | Transaction | Service Period | Service | ||||||||
# | Name | Description of Service | Volume | (in mo.) | Charge | |||||||
File, listing of employees with pay, benefit, leave of absence and terminations. A review of employee changes will be conducted by Service Receiver and corrections made if applicable. Employee changes will be added to cycle validation routine for balancing. Delays in Service Receiver responsibilities will delay payroll processing. Service Provider will not be liable for such Service Receiver caused delays. | ||||||||||||
Close Upload Labor to Payroll Cycle
Service Provider will upload employee labor to
payroll cycle. |
||||||||||||
Gross to Net Calculation
Once Infinium
releases time sheet data Service Provider will
produce the payroll trial balance. |
||||||||||||
Payroll Adjustments Service
Provider will
update employee pay information and add adjustments
to validation routine for balancing as required. |
||||||||||||
Print Trial Balance/Approve
Payroll Using
the Infinium trial balance Service Provider will
create a trial balance report to post payroll and
print pay stubs. If Trial Balance does not balance
or has errors it must be corrected via update checks
and Trial Balance Reran until error free and
balanced. |
||||||||||||
Provide on-demand payroll processing of off-cycle check requests upon receipt of on-demand check request form from Service Provider. Form must be received by 5 pm for next day direct deposit or check delivery. | 570 Transactions Annually |
|||||||||||
Provide bonus cycle payroll processing of off-cycle bonus payments upon receipt of bonus specification from Service Recipient. Form must be received 5 business days prior to date of required bonus payment. | 7000 Transactions Annually |
|||||||||||
Provide manual W-2 earnings and deductions updates upon receipt of written notice and tax detail from Service Provider | 325 Transactions Annually |
|||||||||||
Provide stock option manual payroll upon receipt of Smith Barney stock transaction file using the daily interface from Service Provider | 80 Transactions Annually |
|||||||||||
Provide restricted stock manual payroll upon receipt of Smith Barney restricted stock transaction file using the daily interface from Service Provider | 110 Transactions Annually |
|||||||||||
Provide quarterly tax dividend payment upon receipt of Smith Barney dividend transaction file using the quarterly interface from Service Provider | 440 Transactions Annually |
|||||||||||
Provide Cartus quarterly relocation manual payroll upon receipt of Cartus Relocation Transaction file using the quarterly interface from Service Provider | 140 Transactions Annually |
8
BAU | Minimum | |||||||||||
Service | Service | Transaction | Service Period | Service | ||||||||
# | Name | Description of Service | Volume | (in mo.) | Charge | |||||||
Process payment for unused PTO time upon receipt of notification from systems during year-end | 1700 Transactions Annually |
|||||||||||
Void or re-issue employee checks upon receipt of notification from Service Receiver. May be processed with current payroll or via separate check processing. For inclusion with regular payroll request must be received two business days prior to start of payroll processing. Five business days notice is required for issuing as separate payroll process. [Service Provider will not be liable if funds have been disbursed prior to voidance.] | 850 Transactions Annually |
|||||||||||
Make adjustments to employee pay upon receipt of notification from Service Receiver. Notification must be received 2 business days prior to the next pay cycle. | 325 Transactions Annually |
|||||||||||
Process retro-active payments for delayed merit increase processing after receipt of notification from Service Receiver. May be processed with current payroll or via separate check processing. For inclusion with regular payroll request must be received Two business days prior to start of payroll processing. Five business day notice required for issuing as separate payroll process. | 350 Transactions Annually |
|||||||||||
Process special employee payments upon receipt of notification from Service Receiver. May be processed with current payroll or via separate check processing. For inclusion with regular payroll request must be received 2 days prior to start of payroll processing. Five day notice required for issuing as separate payroll process. | 900 Transactions Annually |
|||||||||||
Process relocation payment from employee paycheck upon receipt of notification from Service Receiver Processed with normal payroll. May be repaid over multiple payrolls or from one payroll per specification of Service Receiver. | 200 Transactions Annually |
|||||||||||
Provide executive excess savings plan distribution upon receipt of notification from Service Receiver May be processed with current payroll or via separate check processing. For inclusion with regular payroll request must be received 2 days prior to start of payroll processing. Five day notice required for issuing as separate payroll process. | 50 Transactions Annually |
|||||||||||
Service Provider will use commercially reasonable efforts to provide post-payroll | ||||||||||||
Print/Distribute Check,
Vouchers, & Reports
Printed Checks and Vouchers sealed and prepared
for shipping distribution per business units
instructions.
|
250 Cycles Per Month | |||||||||||
ACH Processing ACH transmitted
to clearing
house using the Infinium ACH extraction
process |
9
BAU | Minimum | |||||||||||
Service | Service | Transaction | Service Period | Service | ||||||||
# | Name | Description of Service | Volume | (in mo.) | Charge | |||||||
Bank Funding Wire Transfer to cover
payroll using the bank funding report option |
||||||||||||
Credit Union Processing File Transmission
to Credit Union using the Infinium direct deposit
extract |
||||||||||||
Union Reporting Union report transmitted
using the Union employees and Union dues report |
||||||||||||
Canadian Bond Processing Transmission of
Canadian Bond File to Royal Bank of Canada using the
Canadian bond extract |
||||||||||||
Positive Pay Positive pay file transmitted
to Wells Fargo using the positive pay extract file |
||||||||||||
Direct Deposit Fund Pullback Employee
funds pulled back or error report with insufficient
funds upon Service Receivers request to pull back
employee direct deposit. Service Provider will use
the Shared Service form submission to Wells Fargo to
pull back employee direct deposit. Insufficient
funds notices are communicated to employees HR
administrator for review of how to recover money |
||||||||||||
Provide Infinium month end close once a month rolling month totals, update monthly benefits (Marsh & John Hancock), and update monthly limit processing. This service will be performed after final payroll for month and prior to first payroll of new month. | 20 Companies Per Month |
|||||||||||
Process Infinium quarter end close once a quarter rolling quarter totals, update quarterly limit |
20 Companies Per Month | |||||||||||
Provide Infinium year-end processing. | ||||||||||||
Wage & Tax Balancing Using the wage Base
Report balance Employee Earnings and Taxes |
||||||||||||
United Way Deduction Infinium United Way
Deduction Change for deduction codes 00800 & 0805
clearing the United Way deduction for the new year |
||||||||||||
401K Limit Update -Deduction limit updated with values for year |
||||||||||||
Year End Payroll Register Use the
Infinium Year End Payroll Register to archive
historical payroll registers
|
20 Companies Per Month | |||||||||||
Hartford-JP Morgan Year End Use the
Infinium Save File to archive Hartford-JP Morgan
year end 401K values |
||||||||||||
ACS Use the Infinium Save File to archive
ACS year end 401K values |
||||||||||||
Infinium W2 Box Updates Use the Infinium
Income & Deduction Reporting Groups to make W2 Box
Reporting Reports |
||||||||||||
Infinium ADP W2 Box Update Use the ADP
interface for W2 Reporting to create the ADP W2 Box
Interface File |
||||||||||||
Local Tax Update Use the notification
from locality or Service Receiver to update the
local tax table |
10
BAU | Minimum | |||||||||||
Service | Service | Transaction | Service Period | Service | ||||||||
# | Name | Description of Service | Volume | (in mo.) | Charge | |||||||
Transfers Clear Q1 Information captured
for tax & 401K Limit processing for use in the W2
tax report |
||||||||||||
Vinny 1st day report Use the Infinium Day
1 Report for forecasting |
||||||||||||
Payroll Calendar Use the Infinium Cycle
Maintenance to create Service Receiver Payroll
Calendars |
||||||||||||
W2 Pension for Group Term Life (GTL)
Service Receiver provides files from ACS & Hartford
and Service Provider updates Pensioners W2s |
||||||||||||
Highly Compensated Employee Listing Using
an AS400 Query, employees meeting IRS Highly
Compensated Listing are found and 401K providers
updated with list of highly compensated employees |
||||||||||||
Executive Excess Saving Plan Employee Update
Service Receiver provides list of eligible
employees for executive excess saving plan which
Service Provider uses to update the Executive Excess
Saving Plan Employee List provided for roll over
into Excess Savings Plan |
||||||||||||
New Jersey Disability Year End Update
Using the New Jersey Final Disability Report;
Service Provider will update the New Jersey year end
payroll entries to record New Jersey final
disability entries. |
||||||||||||
Infinium Year End Close Year end close
rolls year to day information to previous year and
clear year-to-date dollars |
||||||||||||
ADP 4th Quarter & Year End Extract Using
the ADP Extract Program an ADP Year End Interface
File is created |
||||||||||||
ADP Balance Year Using the ADP Year End
Reports Year End Statutory Reports & W2 are output |
||||||||||||
W2Cs Using the value center post
year-end close entries to update the W2C |
||||||||||||
Amended Year End Use the ADP Extract
Program to amended statutory reporting |
||||||||||||
Provide US Tax Processing. | Registrations 10 per month | |||||||||||
ADP Company Profile Update Use the ADP
Tax Header Spreadsheet to update ADP tax reporting
set up
|
Interfaces daily | |||||||||||
ADP Code Mapping Use the ADP Mapping
Document to map ADP Tax Code to Infinium Tax Code
|
Tax Payments Daily & Quarterly Per Requirements | |||||||||||
Infinium ADP Deduction Table Maintenance
Use the Infinium ADP Tax Code file to output ADP
Interface File including the new tax code
|
Cobra Reporting Quarterly | |||||||||||
ADP Daily Interface File Use the ADP
Infinium Payroll Tax Extract to create the ADP
Receipt of Tax Payment Detail
|
Quarterly Reporting |
11
BAU | Minimum | |||||||||
Service | Service | Transaction | Service Period | Service | ||||||
# | Name | Description of Service | Volume | (in mo.) | Charge | |||||
Daily Tax Audit Report Use the Query: ADP
Tax Audit Report to validate ADP Daily Tax Interface
File |
||||||||||
ADP Daily Tax Funding Use the ADP
Invoice to create ADP Wire Payment
|
Tracer Transactions 20 Monthly | |||||||||
ADP Unemployment Rate Change Use the ADP
Tax Header Spreadsheet to calculate ADP -
Unemployment Payments with New Rate
|
Amendments 10 Monthly | |||||||||
ADP Monthly Charges Use the ADP Invoice
to process ADP Payment |
||||||||||
Barnett Monthly Charges Use the Barnett
Invoice to process Barnett Payment |
||||||||||
ADP Quarterly Communication Use the ADP
Quarterly Updates to update the Quarterly Calendar
Close Schedule |
||||||||||
Cobra Quarterly Tax Credit Entry Use the
SHPS Cobra Detail summarized and entered into ADP
Payroll Tax Input to update the 941 Cobra Credit |
||||||||||
Quarterly Interface File Use the ADP
Infinium Quarterly Tax Extract to create the ADP
Quarterly Tax Reporting File |
||||||||||
ADP TAX Reconciliation Use the Infinium
Quarterly Tax Report to reconcile ADP Quarterly Tax
Reports |
||||||||||
Quarter Close & Statutory Reporting Use
Service Receiver approval to ADP for Quarterly
Processing to make quarterly statutory payments and
reporting |
||||||||||
Quarterly Report Distribution ADP Use the
Quarterly Reports Posted to Web Site to distribute
Statement of Deposits, 941Cobra Credit, State &
Local Wage Detail |
||||||||||
Quarterly Invoice Payments Use ADP
Invoice to make ADP Wire Payments |
||||||||||
Quarterly Federal & State Tax Amendments
Use Quarterly Amendment Filing to amended reporting |
||||||||||
Amendment Payment Use the invoice to
create ADP Wire Payment |
||||||||||
Tracers Use agency notices to conduct ADP
research |
||||||||||
Tracer Payments ADP agency notice research
to make payment of Agency Notices |
||||||||||
Close Tax ID Use ADP header to close
company so no future reporting in ADP |
||||||||||
Close Tax ID Use the Agency notification
of account closed to conduct final reconciliation |
||||||||||
Provide Canadian Tax Processing. | ||||||||||
Canadian Tax Withholding Using Canadian
Tax Deductions provided by Service Receiver input
Service Provider will complete Employee/Employer Tax
Withholding/Liability
|
Weekly Tax Payments | |||||||||
Canadian Tax Payments Using Payroll
Registers provided by Service Receiver, Service
Provider will make Canadian Tax Payment
|
Annually T4, T4A & RL Reporting |
12
BAU | Minimum | |||||||||||
Service | Service | Transaction | Service Period | Service | ||||||||
# | Name | Description of Service | Volume | (in mo.) | Charge | |||||||
Year End Pension Calculation Using the
Canadian Pension Plan Policy provided by Service
Receiver, Service Provider will compute Pension Plan
Calculation |
||||||||||||
RL1 & T4 Reporting Using the Infinium
Canadian Year End Process, Service Provider will
complete T4 & RL1 Forms & XML Reporting |
||||||||||||
Provide Puerto Rico Tax Processing. | ||||||||||||
Puerto Rico Tax Withholding Using Tax
Deductions Service Provider will calculate tax
withholding for Service Receiver
|
Weekly Tax Payments | |||||||||||
Puerto Rico Tax Payments Using Payroll
Registers provided by Service Receiver, Service
Provider will make Puerto Rico Tax Payments
|
Annual W2P & W3P Reporting | |||||||||||
Puerto Rico Year End Reporting Using W2 &
W3 Reporting Service Provider will make Employee &
Employer Year End Tax Reporting |
||||||||||||
Support the legal/regulatory audits documented below. | ||||||||||||
ACE Worker Compensation Audit |
||||||||||||
Tax Audits |
||||||||||||
D&T Benefit Audit
|
4 Audits/Month | |||||||||||
SOX Audit |
||||||||||||
Disaster Recovery |
||||||||||||
ACS 401K Compliance Testing |
||||||||||||
JP Morgan 401K Compliance Testing |
||||||||||||
Data Mining Payroll |
||||||||||||
Service Provider will run the custom queries
documented in Attachment C once a month
|
Monthly | |||||||||||
Provide Guam Tax Processing. | ||||||||||||
GUAM Tax Withholding Using Tax Deductions
provided by Service Receiver, Service Provider will
calculate Tax withholding |
||||||||||||
GUAM Tax Payments Using the payroll
registers Service Provider will make GUAM tax
payments |
Annual W2G & W3G Reporting | |||||||||||
GUAM Year End Reporting Using W2 & W3
Reporting, Service Provider will make Employee &
Employer Year End Tax Reporting
|
||||||||||||
HR-Benefits-02
|
Human Resources, Benefits, Training, | Infinium and HRSS Support/Communication for handling of Service Receiver questions: | ||||||||||
& Compliance Support | ||||||||||||
Daily Service Receiver Issue Handling -
Service Receiver users can make a phone call or send
an email to ask questions related to
employee data and/or transactional history
stored in Infinium/HRSS; M-F 8-5pm EST except U.S.
holidays;
|
201/month | 18 | Cost plus 2% 10% | |||||||||
Data Input Questions Covered in User Manual |
||||||||||||
System Requirements-Upgrades/System Changes
Maintenance (Federal/State/Local) |
||||||||||||
Infinium Canned Reports are available for
the service receiver to access and review. Service
Provider will be responsible for ensuring that |
13
BAU | Minimum | |||||||||||
Service | Service | Transaction | Service Period | Service | ||||||||
# | Name | Description of Service | Volume | (in mo.) | Charge | |||||||
reports required for legal or regulatory requirements run. | ||||||||||||
Coordinate issue resolution as needed with
IT, Payroll, SS Accounting, HQ Benefits and/or third
party vendors. |
||||||||||||
Anything not covered above is considered a
special request to be handled using on a Time &
Materials basis as outlined in the Additional
Pricing Section of this document. |
||||||||||||
Benefit Administration and Reporting Internal/External: | ||||||||||||
Weekly vendor file feed resolution to
national carriers - Service Provider will accept
phone or email from Service Receiver or external
benefits provider and resubmit corrected file feed
or corrected actual employee record based on
request. |
||||||||||||
Salaried Pension Eligibility file feed
questions from field Service Receiver HR staff will
be triaged by Service Provider and assist Service
Receiver in data correction.
|
327/month | |||||||||||
Validation Reports from Health & Welfare and
Pension - Service Provider will receive reports
from 3rd party providers listing errors
related to health & welfare data and Service
Provider will assist Service Receiver HR field staff
to make appropriate changes |
||||||||||||
Services for Service Receiver supervisors on payrolls that are not administered via the Fort Wayne Infinium System: | ||||||||||||
Service Provider will create and/or update
Job/Position Codes upon request from the Service
Receiver |
||||||||||||
Service Provider will add an international
supervisor as a new hire upon request from the
Service Receiver |
||||||||||||
Service Provider will attach an
international supervisor to an Infinium Employee
record upon request from the Service Receiver
|
||||||||||||
Service Provider will add an international
supervisors Concur ID to the appropriate record
upon request from the Service Receiver
|
||||||||||||
Services for Service Receiver Business Units and/or Infinium Companies that are not supported by local HR staff but administered by HRMS staff in Fort Wayne: | 50/month | |||||||||||
Service Provider will create and or update
Job/Position Code upon request from the Service
Receiver |
||||||||||||
Service Provider will enter new hires on
personnel side as well as on payroll side upon
request from the Service Receiver |
||||||||||||
Service Provider will enter salary
changes/address changes/title
changes/transfers/terminations upon request from the
Service Receiver |
||||||||||||
Service Provider will perform annual merit
increase uploads upon request from the Service
Receiver |
14
BAU | Minimum | |||||||||||
Service | Service | Transaction | Service Period | Service | ||||||||
# | Name | Description of Service | Volume | (in mo.) | Charge | |||||||
Service Provider will communicate with
Service Receiver HR contacts from other Service
Receiver business units to coordinate both
transferring in and out of employees upon request
from the Service Receiver |
||||||||||||
Service Provider will enter payroll changes
including withholding changes/benefit deductions and
catch-ups upon request from the Service Receiver |
||||||||||||
Service Provider will enter benefit updates
including urgent updates upon request from the
Service Receiver
|
||||||||||||
Service Provider will make Address & Phone number
changes upon request from the Service Receiver |
||||||||||||
Service Provider will make Benefit Changes
due to qualifying event & Annual Open Enrollment
upon request from the Service Receiver |
||||||||||||
Service Provider will make Annual Salary
Merit Increases upon request from the Service
Receiver |
||||||||||||
Service Provider will make Annual Reviews
(if applicable) upon request from the Service
Receiver |
||||||||||||
Service Provider will make inquiries
relating to benefits and/or personnel information
upon request from the Service Receiver |
||||||||||||
Service Provider will produce Infinium
Canned Reports upon request from the Service
Receiver |
||||||||||||
Year-end Standard Benefit Enrollment Copy to
New Plan Year |
||||||||||||
Year-end Vendor Meetings for open enrollment
file feeds |
||||||||||||
Data Input Questions Covered in User Manual |
||||||||||||
Support Special Year End File Feeds to
National H&W Vendors |
||||||||||||
Standard Communication regarding Annual
Enrollment & Year End Dates
|
Each item in this table will be completed once a year | |||||||||||
Collaborate with Payroll, Finance and IT for
Year End Closing Processes using all input from
years changes and develop project plan to prepare
system for enrollment and year-end processing.
Project will then be started in July, and meetings
with vendors conducted as needed depending on data
from customers. ** Changing benefits providers in
2011 will be a special project using Time &
Materials rates with specific notification on
change. |
||||||||||||
HR-Benefits-03
|
Training | Service Provider will take requests from Service Receiver HR manager to conduct periodic WebEx training of how to use Infinium systems and conduct the training for the Service Receiver. | 1/month | 18 | Time and Materials | |||||||
SS-Payroll Acct-04
|
Payroll Accounting | Provide Payroll Accounting services. | ||||||||||
Payroll Journals Service Provider will use
the payroll register summary from the Service
Receiver to balance and post payroll journals for
each payroll cycle for the Service Receiver
|
1972 annually | 18 | Cost plus 2% - 10% |
15
BAU | Minimum | |||||||||||
Service | Service | Transaction | Service Period | Service | ||||||||
# | Name | Description of Service | Volume | (in mo.) | Charge | |||||||
Payroll Balance Sheet Accounts Service
Provider will use the payroll month end close
document from the Service Receiver to reconcile the
payroll balance sheet accounts for the Service
Receiver
|
3060 annually | |||||||||||
Employee Deductions Service Provider will
use completed payroll cycles document from Service
Receiver to remit employee deductions for the
Service Receiver
|
364 annually | |||||||||||
Employee Benefits for ISP,401 (K) and
Insurances Service Provider will use completed
payroll cycles document and payroll queries from
Service Receiver to validate, reconcile and remit
employee benefits for ISP, 401(k) and insurances for
the Service Receiver
|
205 annually | |||||||||||
ADP Payroll Taxes Service Provider will
use completed payroll cycles, payroll queries, and
ADP invoices from the Service Receiver to validate,
reconcile, and remit all Payroll Taxes to ADP
|
240 annually | |||||||||||
Interface File Transmission - Service
Provider will use completed payroll cycles and
payroll queries from the Service Receiver to
transmit interface files to 3rd party vendors on
behalf of the Service Receiver
|
195 annually | |||||||||||
Benefits Reporting Service Provider will
use the year end close information from the Service
Receiver to provide annual reporting of benefits to
the Service Receiver
|
10 annually | |||||||||||
ADP Federal and State Taxes Service
Provider will use tax extract and file feed from ADP
from Service Receiver to journalize ADP Federal and
State Tax Activity for the Service Receiver
|
240 annually | |||||||||||
ADP Mid Year Conversions Service Provider
will use YTD tax amounts information from Service
Receiver to perform ADP midyear conversions for the
Service Receiver
|
5 annually | |||||||||||
Non-supported ADP Service Provider will
use completed payroll cycles information from
Service Receiver to remit non-supported ADP taxes
for the Service Receiver
|
12 annually | |||||||||||
Control Files for 401(k) and ISP- Service
Provider will use information from business units or
HQs from the Service Receiver to maintain and
control files for 401(k) and ISP for the Service
Receiver
|
30 annually | |||||||||||
Payroll Bank Account Service Provider will
use bank account statements from the Service
Receiver to reconcile payroll bank accounts for the
Service Receiver
|
24 annually | |||||||||||
Unclaimed Payroll Property- Service Provider
will use bank account statements from Service
Receiver to manage unclaimed payroll property for
the Service Receiver
|
200 annually |
16
BAU | Minimum | |||||||||||
Service | Service | Transaction | Service Period | Service | ||||||||
# | Name | Description of Service | Volume | (in mo.) | Charge | |||||||
Automated Bank Functions- Service Provider
will use cleared bank files from the Service
Receiver to process post cleared checks in the
Infinium payroll
|
12 annually | |||||||||||
Year to Date Analysis for 401k The Service
Provider will use the Year End Payroll Close from an
internal business unit within the Service Provider
to calculate 401k Year to Date totals for employee,
employer, and loans and provide report by vendor to
the Service Receiver.
|
3 annually |
Scenario | One-Time Setup Fees | Monthly Fees | ||
Service Volume within
BAU [Note: BAU
already includes +/-
10% of
pre-distribution date
volumes]
|
No incremental one-time fees when Service Receiver utilizes services and structure as-is with no changes under this agreement | Steady-State fee structure for requisite service as documented below | ||
Service Volume
greater or less than
BAU
|
Service Provider will develop a commercially reasonable quote for acceptance by the Service Receiver provided the Service Receiver utilizes services and structure as-is with no significant changes under this agreement | Service Provider will develop a commercially reasonable quote for acceptance by the Service Receiver incremental to the base service costs documented below for the requisite service |
17
Service # | Service Name | Description of Service | Service Charge ($/hour) | |||
Service Provider will
make commercially
reasonable best
efforts to assist
Service Receiver in
exiting of this
agreement. These
efforts include: |
||||||
SS-Payroll-05
|
HR/Payroll/Benefits Migration |
Support
of data extraction
requests from the
Service Receiver
|
Time and Materials Based on Additional Pricing Section | |||
Providing
Subject Matter
Expertise in helping
the Service Receiver
understand current state
business processes,
functional data
mapping, and impacts
of design decisions |
||||||
Service Provider will provide the following
knowledge transfer services: |
||||||
SS-Payroll-06
|
HR/Payroll/Benefits Knowledge Transfer |
Existing
non-sensitive
documentation
maintained by Service
Provider will be
given to the Service
Receiver as it
relates to
Payroll/HR/Benefit
services
|
Time and Materials Based on Additional Pricing Section |
18
| Service Receiver will provide accurate and timely employee maintenance, time and attendance data and payroll adjustments required to produce pay checks. In conjunction with the preceding, Service Receiver will maintain the applications and interfaces documented in Attachment A. | ||
| Service Receiver will be responsible for providing new tax registration requirements to Service Provider. Applicable tax registration information will be provided to Service Provider as required to complete tax registration. | ||
| Service Receiver will be responsible for providing configuration changes to Service Provider including taxes, income, deductions, banking and benefits using the change request process and forms provided by Service Provider. | ||
| If Service Receiver sends inaccurate data to Service Provider it will be the responsibility of the Service Receiver to rectify any problems and bear any costs incurred to rectify the issue. | ||
| Service Receiver will setup and make available to Service Provider a disbursement account from which Service Provider utilizes draft authorization to process payroll. Service provider will request funding for payroll checks, payroll direct deposits, payroll taxes, and other benefit remittances from the Service Receiver Treasury Headquarter location. Service Provider will open and own payroll bank accounts for the payroll transactions. Funding is required in the bank account one day prior to the value date. Late funding of the payroll account by the Service Receiver may result in delay of payroll checks, applied 401(k) funds, and benefit payments. Any outstanding liabilities associated to payroll tax and benefits will remain on Service Providers general ledger at month end. Service Provider will retain interest earned, if any, on residual account balances and will pay all standard account related service fees. Any service fee associated with Non Sufficient Funds due to the Service Receiver will be the responsibility of the Service Receiver. Service provider will remit employee deductions from the Service Provider Accounts Payable bank account. Service Provider will collect the funds from the Service Receiver thru a 3rd party invoice. |
| Service Receiver must actively be engaged on the Infinium Application TSA and related Business Objects Universe for the duration this agreement is in effect. |
19
| Service Receiver, in a separate and independent agreement, must have the ADP application and interface active for the period of time in which this agreement is in effect. | ||
| Service receiver, in a separate and independent agreement, must have Concur and other Time and Attendance systems listed in Attachment A active and maintained with the correct interfaces and data feeds to Infinium by the Service Receiver for the period of time in which this agreement is in effect. | ||
| Security and access controls will be maintained as set forth in the Master Services Agreement. | ||
| The services documented within this agreement must be exited at the same time and as such cannot be exited in parts. |
SLA | Response Time | Resolution | ||
High
|
Within 24 hours of receiving notification during normal business hours | Within 24 48 hours of response during normal business hours | ||
Medium
|
Within 48 hours of receiving notification during normal business hours | Within 48 120 hours of response during normal business hours | ||
Low
|
Within 120 or more hours of receiving notification or as scheduled during normal business hours | Within 120 hours of response during normal business hours |
20
Location | Low | Medium | High | |||||||||
USA |
$ | 75 | $ | 100 | $ | 125 | ||||||
Greece |
$ | 35 | $ | 46 | $ | 58 | ||||||
Mexico |
$ | 19 | $ | 25 | $ | 31 | ||||||
Sweden |
$ | 75 | $ | 100 | $ | 125 |
21
Program | Source | Destination | ||||||||
Interface Name | Name | Business Purpose | Vendor | System | System | |||||
XRCISPDP | Dependents | ACS | Infinium | ACS | ||||||
XYCISP XYCISP2 |
ACS Salary ISP and Pension | ACS | Infinium | ACS | ||||||
XPRCADPCHK | Create ADP Tax Journal | ADP | Infinium | ADP | ||||||
XPRGMADPC | Maintain ADP Tax Controls | ADP | Infinium | ADP | ||||||
XPYCADPDWN | ADP Periodic &Qtrly File Downld | ADP | Infinium | ADP | ||||||
XPYGADPBAL | ADP Balance Report | ADP | Infinium | ADP | ||||||
XPYGADPCHG | Refresh ADP Employee Number | ADP | Infinium | ADP | ||||||
XECBRUC | Unemployement emps | Barnett | Infinium | Barnett | ||||||
US__RELOWAGE__UPDATE.CARTUS | CARTUS | Infinium | CARTUS | |||||||
XPYPCTWRC | Send Cartus Receipt of gr | CARTUS | Infinium | CARTUS | ||||||
XPYCEEMT | Concur Employee Master File Feed | Concur | Infinium | Concur | ||||||
TEG002C | Employee information | Concur | Infinium | Concur E-Xpense | ||||||
XPYCEEMT | FTP Employee information | Concur | Infinium | Concur | ||||||
XCHCEXTEMP | Export Employees to Concur | Concur | Infinium | Concur | ||||||
US Bank Concur Travel | Concur | Infinium | Concur | |||||||
Garnishments | County Government | Infinium | County Government | |||||||
XECEMED | Empire Eligbility and HDHP Mellon pass thru | Empire/Blue | Infinium | Empire/Blue | ||||||
XPYGKRONOS | 800 EVHR employee Infinium Data feed to (800)(Kronos) System | ITT | Infinium | Kronos | ||||||
NPYPCIMA | Employee feed 500 | ITT | Infinium | Cannon | ||||||
NPYCCIM1ST | Cannons Full Employee Master Update To Cim | ITT | Infinium | Cannon | ||||||
XYCEEMIPG | Download Employee Date to IPG Daily (ER 810 92SHR) | ITT | Infinium | Goulds |
22
Program | Source | Destination | ||||||||
Interface Name | Name | Business Purpose | Vendor | System | System | |||||
XPYG880D | Prudential Demographics 880 | Prudential | Infinium | Prudential | ||||||
XPYG881D | Prudential Demographics 881 | Prudential | Infinium | Prudential | ||||||
XPYPRUDEM | Send Prudential Demographics Systems | Prudential | Infinium | Prudential | ||||||
XPYP880D, 881D, 882D, 883D |
Prudential Systems Demographics(ENI, CAP, CMC, ECI) | Prudential | Infinium | Prudential | ||||||
XECNHC | Cobra New Hire | SHPS | Infinium | SHPS | ||||||
XRCFSA | FSA Deduction feed to SHPS | SHPS | Infinium | SHPS | ||||||
XPYCSBBLD | Stock Options Eligibility | Smith Barney | Infinium | Smith Barney | ||||||
XRCSBP | Smith Barney CODES FILE | Smith Barney | Infinium | Smith Barney | ||||||
XRCSBP | Smith Barney EMAIL ADDRESSES | Smith Barney | Infinium | Smith Barney | ||||||
XRCSBP | Smith Barney PARTICIPANTS | Smith Barney | Infinium | Smith Barney | ||||||
XPEGNH | New Hire | State of Indiana | Infinium | State of Indiana | ||||||
XPEGWEBMD | WebMD ELIGIBILITY | WebMD | Infinium | WebMD | ||||||
CCHCPWFTP | FTP CCUSECHD2 Well Fargo password change | Wells Fargo | Infinium | Wells Fargo | ||||||
XPYCWFPAY | CLP to send payroll ACH file to Wells Fargo | Wells Fargo | Infinium | Wells Fargo | ||||||
XPYCWFPOS | CLP to run entire Wells Fargo pos pay process | Wells Fargo | Infinium | Wells Fargo | ||||||
XYGEXTCA | modified International ACH file for ALL of CANADA | Wells Fargo | Infinium | Wells Fargo | ||||||
NWBPAYTRN | Direct deposit transmission | Wells Fargo | Infinium | Wells Fargo | ||||||
NWBCHK01 | Send Check Recon to bank | Wells Fargo | Infinium | Wells Fargo | ||||||
CCUCPWDR | Re-send check recon to bank | Wells Fargo | Infinium | Wells Fargo | ||||||
XPYCCTACH | Payroll ACH | Wells Fargo | Infinium | Wells Fargo |
23
Program | Source | Destination | ||||||||
Interface Name | Name | Business Purpose | Vendor | System | System | |||||
XRCECEMP1 | Active Directory | ITT | Infinium | ITT | ||||||
XEMGP2E | HM Update Health Mast Defense Companies | ITT-HM | Infinium | HM | ||||||
XPEGHYPR | Hyperion Planning- Build Transmission file | ITT Hyperion | Infinium | Hyperion | ||||||
XPYGMXLP | SAP AUTO PAY Benefit Deductions sent to Seneca Fall SAP system | ITT SAP | Infinium | SAP P2P | ||||||
XPECJHUP | Send file to Hancock | John Hancock | Infinium | John Hancock | ||||||
XECJHLT | John Hancock Eligbility | John Hancock | Infinium | John Hancock | ||||||
NEW Development | 401K Feedback file from JP Morgan | JP Morgan | Infinum | JP Morgan | ||||||
XECKMED | KAISER ELIGIBILITY | Kaiser Permanete | Infinium | Kaiser Permanete | ||||||
XECUBSOUT | Transmit file to Life Plus for Marsh | Marsh | Infinium | Marsh | ||||||
XPYCJH08 | Upload Life Plus file | Marsh | Infinium | Marsh | ||||||
XECLP | LifePlus Eligibility | Marsh | Infinium | Marsh | ||||||
XPYCHSA2 | HSA Send Extract File From Robot Job | Mellon | Infinium | Mellon | ||||||
XPYCMM | Medco Prescription | Merck Medco | Infinium | Merck Medco | ||||||
XPRCMLE | Metlife ltd/std mth - GL Advices | Metlife Advices | Infinium | Metlife | ||||||
XPRCML5SGL | Metlife LTD/STD ( Menu option) | Metlife Advices | Infinium | Metlife | ||||||
XRCMETDTF | Metlife Dental | Metlife Dental | Infinium | Metlife Dental | ||||||
XRGVA1 XRGVA3 XRGVA4 | Print Voluntary Accident Monthly report data | National Union Fire | Infinium | National Union Fire | ||||||
XECPMED | PACIFICARE ELIG | PACIFICARE | Infinium | PACIFICARE | ||||||
XPYPRURL1 | Prudential Loans Systems | Prudential | Infinium | Prudential | ||||||
XPYC880O | ENI Prudential Dollar Send - 800 | Prudential | Infinium | Prudential | ||||||
XPYC881O | CAP Prudential Dollar Send - 881 | Prudential | Infinium | Prudential | ||||||
XPYC883O | ECI Prudential Dollar Send - 883 | Prudential | Infinium | Prudential |
24
Paid | Required | |||||||||||||||
EMPLOYER | CYCLE CODE | NAME | FREQ | Paid Lag | Current | Process Day | NEWCO | By | ||||||||
GOULDS PUMPS CANADA (IPG)
|
CGOBW | BI WEEKLY CGO | B | X | Pay Week - Monday | ITTCO | Mon - 2pm | |||||||||
ONTARIO PRO SERVICES CENTER
|
CONBW | BI WEEKLY CON | B | X | Pay Week - Monday | ITTCO | Mon - 2pm | |||||||||
ITT CANNON
|
BIWBW | BIW BI WEEKLY | B | X | Pay Week - Tuesday | ITTCO | Tues - 2pm | |||||||||
ITT CANNON
|
BIWHR | BIW HOURLY | B | X | Pay Week - Tuesday | ITTCO | Tues - 2pm | |||||||||
ITT CANNON
|
BWCAN | BI WEEKLY CANNON | B | X | Pay Week - Monday | ITTCO | Tues - 2pm | |||||||||
ITT CANNON
|
HRCAN | CANNON HOURLY EMPLOYEES | B | X | Pay Week - Tuesday | ITTCO | Tues - 2pm | |||||||||
ITT VEAM, LLC
|
BWVEA | VEAM SALARY | B | X | Pay Week - Monday | ITTCO | Tues - 2pm | |||||||||
ITT VEAM, LLC
|
HRVEA | HOURLY VEAM | B | X | Pay Week - Monday | ITTCO | Tues - 2pm | |||||||||
ITT CORPORATION
|
BWIND | ITT INDUSTRIES BI - WEEKLY | B | X | Pay Week - Tuesday | Unknown | Tues - 2pm | |||||||||
COMPUTER & EQUIP LEASING CORP
|
CELBW | COMPUTER & EQUIP LEASING | B | X | Non Pay Week - Friday | Unknown | Tues - 2pm | |||||||||
ITT TRANSPORTATION DIST SVCS
|
BWGRP | TDS BW | B | X | Non Pay Week - Friday | Unknown | Tues - 2pm | |||||||||
ITT FLUID TECHNOLOGY
|
AERHR | AEROSPACE HOURLY AH | W | X | Pay Week - Monday | ITTCO | Tues - 2pm | |||||||||
ITT FLUID TECHNOLOGY
|
AESAL | AEROSPACE SALARY AP | B | X | Pay Week - Monday | ITTCO | Tues - 2pm | |||||||||
ITT FLUID TECHNOLOGY
|
AMOHR | AMORY HOURLY FH | W | X | Pay Week - Monday | ITTCO | Tues - 2pm | |||||||||
ITT FLUID TECHNOLOGY
|
AMSAL | AMORY SALARY FS | B | X | Pay Week - Tuesday | ITTCO | Tues - 2pm |
25
Paid | Required | |||||||||||||||
EMPLOYER | CYCLE CODE | NAME | FREQ | Paid Lag | Current | Process Day | NEWCO | By | ||||||||
ITT FLUID TECHNOLOGY
|
CTBW | CTREAT BW | B | X | Non Pay Week - Friday | ITTCO | Tues - 2pm | |||||||||
ITT FLUID TECHNOLOGY
|
EVHR | ENG VALVES HOURLY | W | X | Pay Week - Monday | ITTCO | Tues - 2pm | |||||||||
ITT FLUID TECHNOLOGY
|
EVSAL | ENG VALVES SALARY EV | B | X | Non Pay Week - Friday | ITTCO | Tues - 2pm | |||||||||
ITT FLUID TECHNOLOGY
|
GRSAL | GRINDEX SALARY GR | B | X | Non Pay Week - Friday | Unknown | Tues - 2pm | |||||||||
ITT FLUID TECHNOLOGY
|
MFCBW | MOTION FLOW CONTROL SALARY | B | X | Pay Week - Tuesday | ITTCO | Tues - 2pm | |||||||||
ITT FLUID TECHNOLOGY
|
SHBW | SHEROTEC BW | B | X | Non Pay Week - Friday | Unknown | Tues - 2pm | |||||||||
ITT FLUID TECHNOLOGY
|
SHHR | SHEROTEC HOURLY ST | W | X | Pay Week - Monday | Unknown | Tues - 2pm | |||||||||
ITT FLUID TECHNOLOGY
|
WTBW | WET | B | X | Pay Week - Monday | Unknown | Tues - 2pm | |||||||||
ITT GOULDS PUMPS
|
CARBN | CARBON INDUSTRIES | B | X | Non Pay Week - Friday | ITTCO | Tues - 2pm | |||||||||
ITT GOULDS PUMPS
|
EVZHR | DIV- IPG, UNITS VU,PJ,QU WEEKLY | W | X | Pay Week - Monday | ITTCO | Tues - 2pm | |||||||||
ITT GOULDS PUMPS
|
H9WPS | PRO SHOP SALARY TX - BI- WEEKLY | B | X | Pay Week - Monday | ITTCO | Tues - 2pm | |||||||||
ITT GOULDS PUMPS
|
PROBW | BI WEEKLY CYCLE | B | X | Non Pay Week - Friday | ITTCO | Tues - 2pm | |||||||||
ITT GOULDS PUMPS
|
9XLCS | CITY OF INDUSTRY SALARY | B | X | Non Pay Week - Friday | ITTCO | Tues - 2pm | |||||||||
ITT GOULDS PUMPS
|
9XLSA | GOULDS IPG BI-WEEKLY SALARY | B | X | Non Pay Week - Friday | ITTCO | Tues - 2pm | |||||||||
ITT GOULDS PUMPS
|
92SHR | SF UNION - IPG- SU,CPG- WU WKLY | W | X | Pay Week - Monday | ITTCO | Tues - 2pm |
26
Paid | Required | |||||||||||||||
EMPLOYER | CYCLE CODE | NAME | FREQ | Paid Lag | Current | Process Day | NEWCO | By | ||||||||
ITT CORPORATION(FRC)
|
FRCSA | GOULD SHARED SERVICES | B | X | Non Pay Week - Thursday | Unknown | Tues - 2pm | |||||||||
ITT GOULDS PUMPS PA
|
H9XSA | ASHLAND SALARY | B | X | Non Pay Week - Friday | Unknown | Tues - 2pm | |||||||||
ITT GOULDS PUMPS IPG
|
H9YSA | IPG SALARY | B | X | Non Pay Week - Thursday | ITTCO | Tues - 2pm | |||||||||
ITT ENERGY ABSORPTION(ENIDINE)
|
EAHR | ENIDINE WEEKLY HOURLY EA | W | X | Pay Week - Tuesday | ITTCO | Tues - 2pm | |||||||||
ITT ENERGY ABSORPTION (ENIDINE)
|
EASAL | ENIDINE BI-WEEKLY SALARY EA | B | X | Pay Week - Tuesday | ITTCO | Tues - 2pm | |||||||||
ITT ENERGY ABSORPTION (CAP)
|
CAHR | CAP WEEKLY HOURLY CA | W | X | Pay Week - Monday | ITTCO | Tues - 2pm | |||||||||
ITT ENERGY ABSORPTION (CAP)
|
CASAL | CAP BI-WEEKLY SALARY CA | B | X | Non Pay Week - Friday | ITTCO | Tues - 2pm | |||||||||
ITT CONTROLS (CMC)
|
BIHR | BILLERICA HOURLY CM | B | X | Pay Week - Tuesday | ITTCO | Tues - 2pm | |||||||||
ITT CONTROLS (CMC)
|
BISAL | BILLERICA BI-WEEKLY SALARY CM |
B | X | Pay Week - Tuesday | ITTCO | Tues - 2pm | |||||||||
ITT CONTROLS (CMC)
|
CMHR | CMC BI-WEEKLY HOURLY CM | B | X | Pay Week - Tuesday | ITTCO | Tues - 2pm | |||||||||
ITT CONTROLS (CMC)
|
CMSAL | CMC BI-WEEKLY SALARY CM | B | X | Pay Week - Tuesday | ITTCO | Tues - 2pm | |||||||||
ITT-KALIBURN INC.
|
KBHR | KALIBURN HOURLY (BI-WEEKLY) | B | X | Pay Week - Tuesday | ITTCO | Tues - 2pm | |||||||||
ITT-KALIBURN INC.
|
KBSAL | KALI BURN SALARY (BI-WEEKLY | B | X | Pay Week - Tuesday | ITTCO | Tues - 2pm | |||||||||
ITT KONI
|
BWFRI | KONI FRICTION SALARIED | B | X | Non Pay Week - Thursday | ITTCO | Tues - 2pm | |||||||||
ITT KONI
|
BWKON | Bl WEEKLY KONI | B | X | Non Pay Week - Thursday | ITTCO | Tues - 2pm |
27
Application Used to Produce | ||||||||
Query/Report Name | Information | Provider | Information Supplied | Frequency of Request | ||||
DWA87200_MonthYear
|
Infinium Query | Debbie Weeks | Salaries Information of employees on Severance (Income Codes 00140 and 00270) | Monthly | ||||
Payroll by Individual
|
Business Objects | Carol Whisler | Payroll information of HQ Employees with names and cost centers | Monthly | ||||
Headcount
|
Business Objects | Idania Miro | Payroll information of HQ Employees with names and cost centers | Monthly |
28
Name | Title | Phone | ||||
Phil Zaleski Exelis Inc. |
Business Area Manager, Cyber Security Programs |
phil.zaleski@itt.com | ||||
Bill Lavalette ITT Corporation |
Chief Information Security Officer | bill.lavalette@itt.com |
1
Minimum | ||||||||||||
BAU | Service | |||||||||||
Service | Transaction | Period | Service | |||||||||
Service # | Name | Description of Service | Volume | (in mo.) | Charge | |||||||
IT-SOC-01
|
Security Operations Center Support Services |
Provide IT Security event monitoring and intrusion detection; and serves as a single point for information security related issues: | ||||||||||
Environmental Awareness Service Provider
will provide environmental awareness activities,
including Risk/Threat Analysis
|
Analysis per Month | 3 | Cost plus 2% - 10% | |||||||||
Management and Administration of Global IDS/IDP
Security Devices Service Provider will manage and
administer Global IDS/IDP Security Devices.
|
Modifications per Month | |||||||||||
Network Data Aggregation, Normalization, and
Correlation .Service Provider will provide network
data aggregation, normalization, and correlation for
the Service Receiver. Service Provider will provide
centralized management of network and security event
logs collected from multiple sources. Log and/or event
monitoring sources will include, but not limited to,
technologies such as:
|
Security Events per Second | |||||||||||
o Firewalls |
||||||||||||
o VPN concentrators |
||||||||||||
o Intrusion Detection/Prevention appliances |
||||||||||||
o Content filters |
||||||||||||
o As well as other approved and agreed upon controlled
points that can provide insight and/or generate alerts
that detect real time threats to the enterprise |
||||||||||||
Service Provider will also leverage multiple levels of
alerting and threat identification to include: |
||||||||||||
o Predefined alerts |
||||||||||||
o Network anomaly detection rules |
||||||||||||
o Emerging cyber threat monitoring |
||||||||||||
Service Provider will ensure compliance with legal,
regulatory, and internal policies regarding records
management, incident documentation, and data retention
requirements for data within Service Providers
control. |
||||||||||||
Help Desk Service Provider will make
available the IT-SOC Help Desk, via phone or email, to
provide assistance for security-related issues or
concerns to the Service Receivers IT and/or Management
staff.
|
Contacts per Month | |||||||||||
Metrics/KPIs Reporting Service Provider will
provide metrics to communicate overall effectiveness of
IT-SOC activities and investigations. Service Provider
is able to organize, manage, and visualize data, as
well as produce reports that identify baselines and
projected targets; trending; and standardized key
metrics tailored to Service Receivers business needs.
|
Status Report per Week |
2
| Federal/State/Local Law Enforcement (Investigations) | ||
| Department of State / Department of Commerce (Compliance) | ||
| Department of Defense | ||
| The Defense Industrial Base (DIBNet-U and DIBNet-S) Interaction and Information Sharing |
Scenario | One-Time Setup Fees | Monthly Fees | ||
Service Volume within
BAU [Note: BAU
already includes +/-
10% of
pre-distribution date
volumes]
|
No incremental one-time fees when Service Receiver utilizes services and structure as-is with no changes under this agreement | Steady-State fee structure for requisite service as documented below | ||
Service Volume
greater or less than
BAU
|
Service Provider will develop a commercially reasonable quote for acceptance by the Service Receiver provided the Service Receiver utilizes services and structure as-is with no significant changes under this agreement | Service Provider will develop a commercially reasonable quote for acceptance by the Service Receiver incremental to the base service costs documented below for the requisite service |
3
Service # | Service Name | Description of Service | Service Charge ($/hour) | |||
IT-SOC-02
|
Security Operations Center Migration | Service Provider will make commercially reasonable efforts to assist Service Receiver in exiting of this agreement. These efforts include: | Time and Materials Based on Additional Pricing Section | |||
Support of
data extraction
requests from the
Service Receiver |
||||||
Providing
Subject Matter
Expertise in helping
the Service Receiver
understand current
state of the Security
Operations Center |
||||||
IT-SOC-03
|
Security Operations Center Knowledge Transfer | Service Provider will provide the following knowledge transfer services: | Time and Materials Based on Additional Pricing Section | |||
Existing
non-sensitive
documentation
maintained by the
Service Provider will
be given to the
Service Receiver as
it relates to the
Security Operations
Center |
4
| If Service Receiver provides inaccurate information to Service Provider, it will be the responsibility of the Service Receiver to rectify any problems and bear any costs incurred to rectify the issue. | ||
| Service Receiver must coordinate with Service Provider to ensure that either direct access to Receivers network is available, or access to a data collector in Receivers network is available for the period of this TSA. | ||
| Service Receiver must configure its appliances in order to forward data logs to Service Provider. | ||
| Service Receiver must provide appropriate global administrative credentials to Service Provider in order to manage intrusion prevention system. | ||
| Service Receiver must provide a list of appropriate contacts and points of escalation. | ||
| Security and access controls will be maintained as set forth in the Master Services Agreement. |
5
Location | Low | Medium | High | |||||||||
USA |
$ | 75 | $ | 100 | $ | 125 | ||||||
Greece |
$ | 35 | $ | 46 | $ | 58 | ||||||
Mexico |
$ | 19 | $ | 25 | $ | 31 | ||||||
Sweden |
$ | 75 | $ | 100 | $ | 125 |
6
1. | ITT IT Security Operations Center: Phone: (Mondays Fridays; 7 am5 pm ET) Email: |
2. | In instances where there is an emergency or suspected situation occurring, please contact the IT-SOC Director and/or Assistant Director directly, 24/7, utilizing the contact information below: |
| Director | ITT IT Security Operations Center |
| Assistant Director | ITT IT Security Operations Center |
7
Name | Title | Phone | ||||
Chris Westrick
Exelis Inc. |
Senior Systems Analyst | chris.westrick@itt.com | ||||
Mike Salvatore
ITT Corporation |
Global data and Reporting Services Manager | michael.salvatore@itt.com |
1
Minimum | ||||||||||||
BAU | Service | |||||||||||
Transaction | Period | Service | ||||||||||
Service # | Service Name | Description of Service | Volume | (in mo.) | Charge | |||||||
IT-BO-01
|
Business Objects Support Services | Provide Business Objects Professional Services to support Business Intelligence and Extract Transform Load (ETL) toolset support: | 12 | Time and Materials Based on Additional Pricing Section | ||||||||
Universe
Design & Architecture
- The Service
Provider, on receipt
of a Universe Design
& Architecture
request initiated by
phone or email from
the Service Receiver,
will record and track
the request in the
Service Providers
ticketing (ISR)
system. Included
with a request, the
Service Provider will
provide to the
Service Provider
source database
schema, end user
participation input
and other reporting
requirements in order
for the Service
Provider to provide
the Service Receiver
with a document
outlining best
practices and
recommendations for a
universe design,
given the provided
criteria. The
Service Receiver will
implement any and all
changes that they
deem necessary.
Note: Universe Design
& Architecture
service for one
Universe may take
between two weeks and
three months of
effort, depending on
complexity. |
Unlimited | |||||||||||
Security
Administration The
Service Provider, on
receipt of a Security
Administration
request initiated by
phone or email from
the Service Receiver,
will record and track
the request in the
Service Providers
ticketing (ISR)
system. The Service
Receiver will provide
to the Service
Provider access to
the CMC or a Service
Receiver BOE Admin,
with detailed
knowledge of current
security
configuration. Using
this access, resource
and information,
Service Provider will
analyze and trouble
shoot the Service
Receivers issue, and
provide a document
with recommendations
for security
configurations to the
Service Receiver.
The Service Receiver
will implement any
and all changes that
they deem necessary.
|
10-15/month |
2
Minimum | ||||||||||||
BAU | Service | |||||||||||
Transaction | Period | Service | ||||||||||
Service # | Service Name | Description of Service | Volume | (in mo.) | Charge | |||||||
Database
Utilization Analysis
The Service
Provider, on receipt
of a Database
Analysis request
initiated by phone or
email from the
Service Receiver,
will record and track
the request in the
Service Providers
ticketing (ISR)
system. Service
Receiver will provide
source database
schema, end user
participation input
and other reporting
requirements with
Source Database
Administrator
participation. Using
this information, the
Service Provider will
provide the Service
Receiver a document
detailing possible
adjustments to
improve performance
or accuracy if any
are able to be
determined.
|
1/month | |||||||||||
Connectivity
Troubleshooting
The Service Provider,
on receipt of a
Connectivity
Troubleshooting
request initiated by
phone or email from
the Service Receiver,
will record and track
the request in the
Service Providers
ticketing (ISR)
system. The Service
Receiver will provide
to the Service
Provider access and
use of Source
Database
Administrator,
Service Receiver BOE
Admin and possible
Network Administrator
participation to
exhaust all known
troubleshooting steps
and document
resolution of Service
Receivers complaint.
The Service Receiver
will implement any
and all changes that
they deem necessary.
|
1-3/month | |||||||||||
Business
Objects
Administration The
Service Provider, on
receipt of a Business
Objects
Administration
request, initiated by
phone or email from
the Service Receiver,
will record and track
the request in the
Service Providers
ticketing (ISR)
system. The Service
Provider will work
with any applicable
policy or standard
procedures and
reporting
expectations with
Service Receiver BOE
Admin or Server Admin
participation, to
provide the Service
Receiver with a
document detailing
recommendations for
settings,
configurations and
the set-up for
Business Objects
Enterprise. The
Service Receiver will
implement any and all
changes that they
deem necessary.
|
1-5/month |
3
Scenario | One-Time Setup Fees | Monthly Fees | ||
Service Volume within
BAU [Note: BAU
already includes +/-
10% of
pre-distribution date
volumes]
|
No incremental one-time fees when Service Receiver utilizes services and structure as-is with no changes under this agreement | Steady-State fee structure for requisite service as documented in this agreement | ||
Service Volume
greater or less than
BAU
|
Service Provider will develop a commercially reasonable quote for acceptance by the Service Receiver provided the Service Receiver utilizes services and structure as-is with no significant changes under this agreement | Service Provider will develop a commercially reasonable quote for acceptance by the Service Receiver incremental to the base service costs documented below for the requisite service |
Service # | Service Name | Description of Service | Service Charge ($/hour) | |||
IT-BO-02
|
Business Objects Knowledge Transfer | Service Provider will provide the following knowledge transfer services: | Time and Materials Based on Additional Pricing Section | |||
Existing
non-sensitive
documentation
maintained by the
Service Provider will
be given to the
Service Receiver as
it relates to the
Business Objects |
4
| Service Receiver will maintain the Business Objects application. | ||
| If Service Receiver provides inaccurate information to Service Provider it will be the responsibility of the Service Receiver to rectify any problems and bear any costs incurred to rectify the issue. | ||
| Security and access controls will be maintained as set forth in the Master Services Agreement. | ||
| Service Receiver must provide admin level rights to Service Provider as needed to Service Receivers maintained Business Objects application server. | ||
| Service Receiver must keep the TSA Gateway active and accessible to the Service Provider as needed for the period of this TSA. |
5
Location | Low | Medium | High | |||||||||
USA |
$ | 75 | $ | 100 | $ | 125 | ||||||
Greece |
$ | 35 | $ | 46 | $ | 58 | ||||||
Mexico |
$ | 19 | $ | 25 | $ | 31 | ||||||
Sweden |
$ | 75 | $ | 100 | $ | 125 |
6
Name | Title | Phone | ||||
Dan Johnston Exelis Inc. |
Enterprise Applications Manager | dan.johnston@itt.com | ||||
Ron DeBoer ITT Corporation |
Application Services Manager | ron.deboer@itt.com |
Minimum | ||||||||||||
BAU | Service | |||||||||||
Service | Transaction | Period | Service | |||||||||
Service # | Name | Description of Service | Volume | (in mo.) | Charge | |||||||
IT-Infinium-01
|
Infinium Application HR, Payroll and related GL Support Services | Provide Infinium
Application HR,
Payroll, and General
Ledger Related
Support Services: |
65 calls/ month 6 calls/ month |
18 |
Cost will be passed through as part of the HR/ Payroll/Benefits TSA | |||||||
Access to
Infinium Application
Service Provider
will provide access
to application
through form(s)
signed off by the
appropriate signing
authority or
designated Executive
per the Master
Services Agreement,
and submitted through
Remedy tickets.
Service Provider will
give access to the
requested menu
options. Service
Provider will provide
access to application
for authorized
service receiver
users per the
security guidelines
outlined in the
Master Services
Agreement. Service
Provider will create
new application and
database users
pre-approved by
Service Recipient,
maintain application
and database
passwords, maintain
application and
database security to
meet security and
controls guidelines
identified in Master
Services Agreement,
as well as monitor
and restrict
unauthorized access
to source code and
data. Service
Provider will
maintain production
batch schedule,
execute batch jobs,
assess impact of
failed batch jobs,
and adjust schedule
to account for batch
job failures and
delays. Service
Provider will execute
web server and
application server
configuration
changes, monitor and
maintain application
administration Cron
jobs and shell
scripts. Time
required to provide
access to the
application will be
within (5) five
business days. Infinium
Support & Maintenance
Service Provider
will monitor incident
resolution requests
as reported via
Remedy tickets,
recommend and notify
Service Receiver, and
implement incident
resolution or
expected fix from
vendor per the SLA
outlined in the
Service Level section
of this agreement.
Service Provider will
identify and
communicate breaks in
application
discovered by
automated or
monitoring system,
develop solution and
approach to address
break in application,
and implement fixes
to resolve break in
application. Infinium
Database Support
Service Provider will
trouble shoot
database related
incidents as reported
via Remedy tickets.
These activities
include maintaining
database schemas if
necessary, performing
data cleanup
activities as well as
scheduled maintenance
activities,
requesting
database/file
restores, and
providing support for
all database issues
in production and
test/development
environments. Custom
reports and data
extracts will be
provided as necessary
to support legal,
audit and |
2
Minimum | ||||||||||||
BAU | Service | |||||||||||
Service | Transaction | Period | Service | |||||||||
Service # | Name | Description of Service | Volume | (in mo.) | Charge | |||||||
compliance
tasks when requested
by authorized
individuals. Ad-Hoc
development/services
or processing of
reports consistent
with what was
provided in the 12
months prior to the
distribution date
will be supported as
part of this
agreement. Any new
Ad-Hoc reporting
requirements will be
considered
out-of-scope and will
be provided on a time
and materials basis
as described in the
Additional Pricing
section of this
agreement. Any
modification of
3rd Party
Interfaces consistent
with support of BAU
or seasonal business
processes which were
provided with
existing internal
resources in the 12
months prior to the
distribution date
will be supported as
part of this
agreement. Any
changes to 3rd party
relationships which
require new interface
modifications or
re-writes are not
included as part of
the scope of this
agreement and will be
provided on a time
and materials basis
as described in the
Additional Pricing
section of this
agreement. |
||||||||||||
Provide Infinium
Application General
Ledger Support for
Enterprise Accounting
Function: |
||||||||||||
IT-Infinium-02 |
Infinium Application GL Services for Enterprise Accounting Function Support Services | Access to
Infinium Application
Service Provider
will provide access
to application
through form(s)
signed off by the
appropriate signing
authority or
designated Executive
per the Master
Services Agreement,
and submitted through
Remedy tickets.
Service Provider will
give access to the
requested menu
options. Service
Provider will provide
access to application
for authorized
service receiver
users per the
security guidelines
outlined in the
Master Services
Agreement. Service
Provider will create
new application and
database users
pre-approved by
Service Recipient,
maintain application
and database
passwords, maintain
application and
database security to
meet security and
controls guidelines
identified in Master
Services Agreement,
as well as monitor
and restrict
unauthorized access
to source code and
data. Service
Provider will
maintain production
batch schedule,
execute batch jobs,
assess impact of
failed batch jobs,
and adjust schedule
to account for batch
job failures and
delays. Service
Provider will execute
web server and
application server
configuration
changes, monitor and
maintain application
administration Cron
jobs and shell
scripts. Time
required to provide
access to the
application will be
within (5) five
business days. Infinium
Support & Maintenance
Service Provider
will monitor incident
resolution |
18 | Cost will be passed through as part of General Ledger Accounting ITT HQ TSA |
3
Minimum | ||||||||||||
BAU | Service | |||||||||||
Service | Transaction | Period | Service | |||||||||
Service # | Name | Description of Service | Volume | (in mo.) | Charge | |||||||
requests
as reported via
Remedy tickets,
recommend and notify
Service Receiver, and
implement incident
resolution or
expected fix from
vendor per the SLA
outlined in the
Service Level section
of this agreement.
Service Provider will
identify and
communicate breaks in
application
discovered by
automated or
monitoring system,
develop solution and
approach to address
break in application,
and implement fixes
to resolve break in
application. Infinium
Database Support
Service Provider will
trouble shoot
database related
incidents as reported
via Remedy tickets.
These activities
include maintaining
database schemas if
necessary, performing
data cleanup
activities as well as
scheduled maintenance
activities,
requesting
database/file
restores, and
providing support for
all database issues
in production and
test/development
environments. Custom
reports and data
extracts will be
provided as necessary
to support legal,
audit and compliance
tasks when requested
by authorized
individuals. Ad-Hoc
development/services
or processing of
reports consistent
with what was
provided in the 12
months prior to the
distribution date
will be supported as
part of this
agreement. Any new
Ad-Hoc reporting
requirements will be
considered
out-of-scope and will
be provided on a time
and materials basis
as described in the
Additional Pricing
section of this
agreement. Any
modification of
3rd Party
Interfaces consistent
with support of BAU
or seasonal business
processes which were
provided with
existing internal
resources in the 12
months prior to the
distribution date
will be supported as
part of this
agreement. Any
changes to 3rd party
relationships which
require new interface
modifications or
re-writes are not
included as part of
the scope of this
agreement and will be
provided on a time
and materials basis
as described in the
Additional Pricing
section of this
agreement. |
65 calls/ month 6 calls/ month |
|||||||||||
IT-Infinium-03 |
Infinium Application AP and CM Support Services | Provide Infinium
Accounts Payable and
Currency Management
Support for
Enterprise Accounting
Function: |
18 | Cost will be passed through as part of General Ledger Accounting ITT HQ TSA | ||||||||
Access to
Infinium Application
Service Provider
will provide access
to application
through form(s)
signed off by the
appropriate signing
authority or
designated Executive
per the Master
Services Agreement,
and submitted through
Remedy tickets.
Service Provider will
give access to the
requested menu
options. Service
Provider will provide
access to |
4
Minimum | ||||||||||||
BAU | Service | |||||||||||
Service | Transaction | Period | Service | |||||||||
Service # | Name | Description of Service | Volume | (in mo.) | Charge | |||||||
application
for authorized
service receiver
users per the
security guidelines
outlined in the
Master Services
Agreement. Service
Provider will create
new application and
database users
pre-approved by
Service Recipient,
maintain application
and database
passwords, maintain
application and
database security to
meet security and
controls guidelines
identified in Master
Services Agreement,
as well as monitor
and restrict
unauthorized access
to source code and
data. Service
Provider will
maintain production
batch schedule,
execute batch jobs,
assess impact of
failed batch jobs,
and adjust schedule
to account for batch
job failures and
delays. Service
Provider will execute
web server and
application server
configuration
changes, monitor and
maintain application
administration Cron
jobs and shell
scripts. Time
required to provide
access to the
application will be
within (5) five
business days. Infinium
Support & Maintenance
Service Provider
will monitor incident
resolution requests
as reported via
Remedy tickets,
recommend and notify
Service Receiver, and
implement incident
resolution or
expected fix from
vendor per the SLA
outlined in the
Service Level section
of this agreement.
Service Provider will
identify and
communicate breaks in
application
discovered by
automated or
monitoring system,
develop solution and
approach to address
break in application,
and implement fixes
to resolve break in
application. Infinium
Database Support
Service Provider will
trouble shoot
database related
incidents as reported
via Remedy tickets.
These activities
include maintaining
database schemas if
necessary, performing
data cleanup
activities as well as
scheduled maintenance
activities,
requesting
database/file
restores, and
providing support for
all database issues
in production and
test/development
environments.
|
20 calls/ month 6 calls/ month |
* | BAU volumes will be calculated on a rolling 12-month average to account for seasonal fluctuations and any temporary spike in service volumes post-spin. | |
* | For BAU volumes, one incident will be considered the equivalent of one call (regardless of the number of phone conversations related to the same issue). |
| Employee Self Service Module (including Online Benefits Enrollment) |
5
Scenario | One-Time Setup Fees | Monthly Fees | ||
Service Volume within
BAU [Note: BAU
already includes +/-
10% of
pre-distribution date
volumes]
|
No incremental one-time fees when Service Receiver utilizes services and structure as-is with no changes under this agreement | Steady-State fee structure for requisite service as documented below | ||
Service Volume greater or less than BAU |
Service Provider will develop a commercially reasonable quote for acceptance by the Service Receiver provided the Service Receiver utilizes services and structure as-is with no significant changes under this agreement | Service Provider will develop a commercially reasonable quote for acceptance by the Service Receiver incremental to the base service costs documented below for the requisite service |
6
Service # | Service Name | Description of Service | Service Charge ($/hour) | |||
IT-Infinium-04
|
Infinium Migration |
Service Provider will
make commercially
reasonable best
efforts to assist
Service Receiver in
exiting of this
agreement. These
efforts include: Support of
data extraction
requests from the
Service Receiver Providing
Subject Matter
Expertise in helping
the Service Receiver
understand current
state data schema and
configuration details
|
Time and Materials Based on Additional Pricing Section | |||
IT-Infinium-05
|
Infinium Knowledge Transfer | Service Provider will
provide the following
knowledge transfer
services: Existing
non-sensitive
documentation
maintained by the
Service Provider will
be given to the
Service Receiver as
it relates to the
Infinium Application
and related
interfaces
|
Time and Materials Based on Additional Pricing Section |
7
| Service Receiver will maintain the applications and interfaces documented in Attachment A. | ||
| Any IT services required to support business services outlined in the HR/Payroll/Benefits TSA and which were provided in the 12 months prior to the distribution date will be supported as part of this agreement. | ||
| If Service Receiver sends inaccurate data to Service Provider it will be the responsibility of the Service Receiver to rectify any problems and bear any costs incurred to rectify the issue. | ||
| Security and access controls will be maintained as set forth in the Master Services Agreement. |
8
Location | Low | Medium | High | |||||||||
USA |
$ | 75 | $ | 100 | $ | 125 | ||||||
Greece |
$ | 35 | $ | 46 | $ | 58 | ||||||
Mexico |
$ | 19 | $ | 25 | $ | 31 | ||||||
Sweden |
$ | 75 | $ | 100 | $ | 125 |
9
Program Name |
Business Purpose | Vendor | Source System |
Destination System |
||||||
XYCISPACPU XYCISPAC |
AC ISP Rate change file | ACS | ACS | Infinium | ||||||
XPYCCT200 | Load and List wage request file from Cartus | CARTUS | CARTUS | Infinium | ||||||
XPYCCT200C | Load Cartus file and process-batch job | CARTUS | CARTUS | Infinium | ||||||
XPYCCT200P | Bring in Cartus Wage Request file | CARTUS | CARTUS | Infinium | ||||||
XPYCCT300C | Load Cartus Gross Ups | CARTUS | CARTUS | Infinium | ||||||
XYGCONCUP | Re-Apply Concur (PYPME History) to Payroll | Concur | Concur | Infinium | ||||||
XCHGLDEMP | Concur - Load Employees from INFIN | Concur | Concur | Infinium | ||||||
FPYCEEMTIN XYCEEMTIN XCHCCRTPA |
Expense transations | Concur | Concur | Infinium | ||||||
XYCEEMTIN | CONCUR - travel process expense records | Concur | Concur | Infinium | ||||||
FPYCACFTP | Labor feed 800 | Infinium | Aerospace | Infinium | ||||||
FPYCAMFTP | Labor feed 800 | Infinium | Amory | Infinium | ||||||
NPYCCNFTP | Labor feed 500 | Infinium | Cannon | Infinium | ||||||
NPRCNE | Cannon Salary Non-Exempt Employees | Infinium | Cannon | Infinium | ||||||
FPYCCAPFTP | Load Labor to Daily Time (CAP) | Infinium | CAP | Infinium | ||||||
FPYCBWSFTP | Lead Labor to Daily Time (CMC- BWS) | Infinium | CMC | Infinium | ||||||
FPYCFT8FTP | Load Labor to Daily Time (CMC- Ft8) | Infinium | CMC | Infinium | ||||||
FPYCEVFTP | Labor feed 800 | Infinium | Engvl | Infinium | ||||||
FPYVCENIFTP | Load Labor to Daily Time (ENI) | Infinium | ENI | Infinium | ||||||
FPYCGPFTP3 | Labor Feed to Infinium - Gould Pumps 3 - | Infinium | Gould | Infinium | ||||||
FPYCGPFTP | Labor feed | Infinium | Gould | Infinium |
10
Program Name | Business Purpose | Vendor | Source System |
Destination System |
||||||
FPYCGPFTP1 | Labor feed 810 | Infinium | Gould Pumps -92S | Infinium | ||||||
FPYCGPFTP2 | Labor feed 810 | Infinium | Gould Pumps -9XL | Infinium | ||||||
FPYCGPFTP3 | Labor feed 810 | Infinium | Gould Pumps -EVZ | Infinium | ||||||
FPYCKBHFTP | KAL hourly payroll feed | Infinium | Kalburn | Infinium | ||||||
? | Labor feed 905 | Infinium | Koni Hr | Infinium | ||||||
? | Labor feed 905 | Infinium | Koni Sal | Infinium | ||||||
XPEGPR | Promotions | Infinium | Excel | Infinium | ||||||
CPYCB1WBW | Labor Load (BIWBW) | Infinium | BIWBW | Infinium | ||||||
CPYCBIWHR | Labor Load (BIWHR) | Infinium | BIWHR | Infinium | ||||||
XPEG5C3 | Salary Changes | Infinium | Excel | Infinium | ||||||
NEW Development | 401K Hourly to JP Morgan | JP Morgan | JP Morgan | Infinium | ||||||
XPYCHCK01 | Receive Long Term Care file | John Hancock | John Hancock | Infinium | ||||||
Receive Long Term Care Billing file | John Hancock | John Hancock | Infinium | |||||||
XPYCJH01 | Copy from Tape J&HKVI data to file XPYPJHI | John Hancock | John Hancock | Infinium | ||||||
XPYCJH07 | Receive life plus file | John Hancock | John Hancock | Infinium | ||||||
XECUBSI | Receive Life Plus Input File | Marsh | Marsh | Infinium |
11
Interface Name |
Program Name | Business Purpose | Vendor | Source System |
Destination System |
|||||
Infinum HR Data to Payroll Vendor | Payroll Vendor | Infinium /SAP | Payroll Vendor | |||||||
Defense Labor feed to Payroll Vendor | Payroll Vendor | iSeries | Payroll Vendor | |||||||
ITT Labor Feed to Payroll Vendor | Payroll Vendor | iSeries | Payroll Vendor | |||||||
Water Labor Feed to Payroll Vendor | Payroll Vendor | iSeries | Payroll Vendor | |||||||
XYCRME | Receive and process autotime - car allowance | Runzheimer | Runzheimer | Infinium | ||||||
XYCRMEC | Receive and process Can AT- car allowance | Runzheimer | Runiheimer | Infinium | ||||||
XPYGRNZH MR | Re-Apply Runzheimer (PYPME History) to Payroll | Runzheimer | Runzheimer | Infinium | ||||||
XPYSBOPT1 | Receive Smith Barney Options | Smith Barney | Smith Barney | Infinium | ||||||
XPYSBRES1 | Receive Smith Barney Restricted | Smith Barney | Smith Barney | Infinium | ||||||
XPRGUNWA | United Way Upload to PYPDE | United Way | United Way | Infinium | ||||||
XPYCWFREC | CLP to receive check recon file from Wells F | Wells Fargo | Wells Fargo | Infinium | ||||||
XFVCWFREC | Receive Check recon | Wells Fargo | Wells Fargo | Infinium |
12
Priority | Accept | Resolve Incidents | ||
Urgent
|
30 mins | 1 hr | ||
High
|
1 hr | 4 hrs | ||
Medium
|
2 hrs | 8 hrs | ||
Low
|
4 hrs | 48 hrs |
13
Name | Title | Phone | ||||
Suleiman Walker Exelis Inc. |
Messaging Manager | sule.walker@itt.com | ||||
Larry Gremaux ITT Corporation |
Senior Technical Support Specialist |
larry.gremaux@itt.com |
1
Service | Transaction | Service | ||||||||||
Service # | Name | Description of Service | Volume | Duration | Charge | |||||||
IT-Email Forwarding-01 |
Email Forwarding Support Services |
Provide Email Forwarding services for email messages sent to ITT.com. Service Provider will forward messages to new Service Receiver domain addresses. | Unlimited number of emails forwarded | 18 | Cost plus 2% - 10% | |||||||
Service Provider will maintain Exchange contact objects in their Active Directory for all legacy ITT.com SMTP addresses. | ||||||||||||
The Service Provider will add additional contact objects within 48 hours of receiving the request from the Service Receiver. Escalations for 4 hour turnaround will be allowed for high profile users and accounts. Each escalation will require Exelis and ITT Corp Messaging Manager agreement before the committed 4 hour turnaround can be processed. |
| Filtering of spam beyond SenderBase reputation level | ||
| Legal holds Emails will not be saved as they will be forwarded to the Service Receiver, and it is the Service Receivers obligation to save emails if required by their legal counsel | ||
| Updating of Service Receivers domain changes |
| Unusual increase in volume of emails | ||
| Threats to security | ||
| Constraints to network resources |
2
| The Service Receiver will provide a list of obsolete contact objects that can be removed by the Service Provider on a monthly basis. | ||
| Service Providers Exchange Organization must be authoritative for the ITT.com (Simple Mail Transfer Protocol) SMTP address space and the Service Receivers Exchange Organization must not add itt.com to its Email Address Policy for the period of time which this agreement is in effect. | ||
| Service Receiver must continue to allow Service Provider to remain the mail exchanger (MX) and entry point for all ITT.com email for the period of time which this agreement is in effect. | ||
| The Service Receiver will not use the domain email.itt.com for the period of time which this agreement is in effect | ||
| The Service Receiver will coordinate all legacy messaging DNS record changes with the Service Provider. | ||
| Service Receiver must have Cisco Iron Port hardware and software licenses active and maintained for the period of time in which this agreement is in effect. | ||
| Service Receiver must have Transport Layer Security (TLS) enabled and maintained for the period of time in which this agreement is in effect. | ||
| Service Receiver must have Microsoft Exchange active and maintained for the period of time in which this agreement is in effect. | ||
| Security and access controls will be maintained as set forth in the Master Services Agreement. | ||
| Service Receiver must have a Technical Assistance Agreement in place with the U.S. Government for the period of time in which this TSA agreement is in effect for any non-US citizens who are Exchange Org Administrators and Enterprise Administrators administrating (or give themselves permission to) the Americas site from outside the US. |
3
Location | Low | Medium | High | |||||||||
USA |
$ | 75 | $ | 100 | $ | 125 | ||||||
Greece |
$ | 35 | $ | 46 | $ | 58 | ||||||
Mexico |
$ | 19 | $ | 25 | $ | 31 | ||||||
Sweden |
$ | 75 | $ | 100 | $ | 125 |
4
Name | Title | Phone | ||||
Service Providers Contact |
||||||
Exelis Inc. Joe Daniel |
TSA Manager | office: | Joe.daniel@itt.com | |||
Service Recipients Contact |
||||||
ITT Corporation Daryl Bowker |
TSA Manager | Office: | Daryl.bowker@ittcorp.com |
2
3
Service | Hourly Rate* | |
Hourly Rate Administrative/Secretarial.
|
$50 per hour | |
Hourly Rate for a Non Executive
|
$100 per hour | |
Hourly Rate for an Executive
|
$150 per hour |
* | Note: In cases where invoicing is done outside the United States, the above rates should be converted to local currency based on the exchange rate on the date the invoice is prepared. |
4
1 |
Scope | 3 | ||
2 |
Technical Support Requirements | 3 | ||
2.1 Routine Application Maintenance | 3 | |||
2.1.1 Routine Tasks | 3 | |||
2.1.2 Outages | 3 | |||
2.2 Change and Improvement Process | 4 | |||
2.2.1 Change Request Analysis | 4 | |||
2.2.2 Change Request Processing | 4 | |||
2.3 Testing | 4 | |||
3 |
Deliverables | 4 | ||
4 |
Training and Support | 4 | ||
5 |
Place of Performance | 5 | ||
6 |
Period of Performance | 5 | ||
7 |
Project Management | 5 | ||
8 |
Labor Categories and Rates | 5 |
The software application Due Diligence Manager (DDM) is a web-based, data-driven software application that provides the ITT Due Diligence staff with the capabilities that directly support the due diligence process. The SOW describes approach for identifying, scoping, estimating, developing, testing, deploying, and maintaining the software and application operation of the DDM application. | ||
This document describes the requirements for maintaining and modifying the ITT Due Diligence Manager software application, including the underlying database. |
ITT AIS Development Staff will perform all routine application sofware maintenance tasks to ensure that the DDM software application is available to the user community on an continuous basis. |
ITT AIS Development Staff will periodically identify and correct latent issues discovered during normal operations. These tasks include Application Server settings, configuration, software upgrades and patches. These tasks are typically background and housekeeping tasks that should not affect active users. |
In the event of a failure (outage, defined as non-availability of DDM application software functionality), the develop staff will make every attempt to restore software availability. | ||
For software-related outages, ITT AIS Development Staff will investigate the reported issue, determine the cause, correct the issue source, deploy a corrective update, verify the correction, and notify the issue initiator of the resolution. | ||
Outages that are not immediately identifiable as due to a DDM software issue, must be directed to the ITT organizations IT data center help desk, who will initiate a support ticket and process that ticket to resolve the issue based on internal processes defined by that organization. ITT AIS Development Staff will support that effort to determine the source of the outage. |
Requests for modifying the design, functionality or configuration of the DDM software application shall be presented to the development staff by the user community through a change request document. |
The ITT AIS development staff will review each request and develop an estimate for the level of effort required to implement the requested change. This activity may include dialogue with the initiating organization in order to ensure understanding of the objectives and outcomes of the requested change. |
ITT AIS staff will process the final RFC proposal through internal contracting offices, ultimately to be released to the requesting activity as a proposal for implementing the final change request. Once the requesting organization approves a proposal and the requisite contractual documentation is finalized, ITT AIS development staff will schedule and execute the finalized change request. Once the change is completed, ITT AIS will deploy the change to the live DDM server for review by the requesting organization. After completing a comprehensive review of the deployed application software change, and after providing ITT AIS Development Staff with approval, ITT AIS Development Staff will close the change request by initiating a contract closure letter to the requesting organization. |
Prior to deployment of all requested and approved changes, DDM software changes will be thoroughly tested using ITT AIS Development Staffs internal test process. The test objectives, steps, and results will be documented in an appropriate format to ensure that testing has been conducted and that any resultant software bugs have been resolved. |
For Change Requests that impact the DDM User Guide or DDM Administrator Guide ITT AIS Development Staff will update the affected documentation and release to the requesting organization an update in pdf format. |
For Change Requests that include signification changes where training on new fieatures and functionality are requested as part of the Change Request, ITT AIS Development Staff will schedule and conduct an on-line training course to cover the |
areas affected. Training will be addressed and included in the proposal for each Change Request as needed. | ||
If requested, the ITT AIS Development Staff will provide technical training to ITTs IT staff for further support and build-out the DDM application source code and application web server. This support will be estimated and quoted through the same process described above for change requests. |
All development tasks will be performed at ITT AIS site in Chesapeake, VA. |
The proposed project schedule will be provided on a case by case basts. The final schedule will be updated once the project is accepted by the requesting organization. |
ITT AIS Development Staff will identify DDM project manager who will be responsible for ensuring that the agreed-upon tasks identified in the final accepted proposal are scheduled, tracked, and completed in accordance with the project schedule. Any issues affecting cost, schedule, or technical performance will be brought to the attention of the client as soon as possible for resolution. |
Labor categories to be applied to tasks under this SOW are listed below. These rates are estimates. Each task order will require a formal quote issued by ITT AIS Contracts Office based on the level of effort estimates as described in paragraph 2.2. |
Labor Category | Estimated labor Rate | |||
Project Manager |
Cost plus 2% 10% | |||
Sr. Software Engineer |
Cost plus 2% 10% | |||
Software Engineer |
Cost plus 2% 10% |
Name | Title | Phone | ||||
Joe Daniel | TSA Manager | joe.daniel@itt.com | ||||
Exelis Inc. | ||||||
John Connolly | Director, Technical Accounting | john.connolly@itt.com | ||||
Xylem Inc. |
1
BAU | Minimum | |||||||||||
Service | Service | Transaction | Service Period | Service | ||||||||
# | Name | Description of Service | Volume | (in mo.) | Charge | |||||||
SS-Payroll-01
|
Payroll Services | Provide payroll and tax configuration support required to support payroll services:
Income Codes Service Provider will use the Income Request Form from the
Service Receiver to update tax, garnishment, eligibility, pension, and 401K with the provided income codes. 5 business days prior notice are required to make the income code changes. Deduction Codes Service Provider will use the Deduction Request Form
from the Service Receiver to update tax, Group Term Life (GTL), and other
accumulator requirements with the provided deduction codes. 5 business days prior
notice are required to make the deduction code changes. Paid Time Off (PTO) Accrual Controls Service Provider will use the PTO
Policy document from the Service Receiver to accrual code and schedule setups
requested by the Service Receiver. 10 business days prior notice are required to
make the requested PTO Accrual Controls changes. Federal/State/Local Tax Table Service Provider will use the Notification
of Federal/State/Local Tax Change provided by the Service Receiver to update the
local tax setup within systems managed by Service Provider within 5 business days
of the request. Federal/State/Local Tax Service Provider will use the Request for Level
Control provided by automated systems to update the level control setup within
systems managed by Service Provider within 5 business days of the request. Employer Codes Service Provider will use the Request for New Employer
Codes from the Service Receiver to update employer codes in systems managed by
Service Provider within 5 business days of the request. User Defined Field Service Provider will use the Request for User
Defined Field provided by the Service Receiver to update the necessary fields
within 5 business days of the request. Level Control Service Provider will use the Request for Level Control
provided by the Service Receiver to update the level control setup within systems
managed by Service Provider within 5 business days of the request. Pay Cycle Service Provider will use the Request Pay Cycle from the
Service Receiver to setup the pay cycle with the pay calendar where applicable. 5
business days are required to make the pay cycle changes. Pre-distribution date
pay cycle configuration is defined in Attachment B. |
100/month for all SS-Payroll-01 |
18 | TBD |
2
BAU | Minimum | |||||||||||
Service | Service | Transaction | Service Period | Service | ||||||||
# | Name | Description of Service | Volume | (in mo.) | Charge | |||||||
Employer Group Service Provider will use the Request for Employer Group
provided by the Service Receiver to update the Employer Group within systems
managed by Service Provider within 5 business days of the request. Cycle Group Service Provider will use the Request for Cycle Group
provided by the Service Receiver to update the cycle group setup within systems
managed by Service Provider within 5 business days of the request. Payroll Authorization Group Service Provider will use the Request for
Payroll Authorization Group provided by the Service Receiver to update the Payroll
Authorization Group setup within systems managed by Service Provider within 5
business days of the request. Income Authorization Group Service Provider will use the Request for
Income Authorization Group provided by the Service Receiver to update the income
authorization group setup within systems managed by Service Provider within 5
business days of the request. Deduction Authorization Group Service Provider will use the Request for
Deduction Authorization Group provided by the Service Receiver to update the
deduction authorization group setup within systems managed by Service Provider
within 5 business days of the request. Auto Pay Groups Service Provider will use the Request for Auto Pay
Groups provided by the Service Receiver to update the auto pay groups setup
within systems managed by Service Provider within 5 business days of the request. Labor/Income Cross Reference Table Service Provider will use the
Request for Labor/Income Cross Reference Table Maintenance provided by the Service
Receiver to update the Labor/Income Cross Reference Table setup within systems
managed by Service Provider within 5 business days of the request. General Ledger Cross Reference Table Service Provider will use the
Request for General Ledger Cross Reference Table maintenance provided by the
Service Receiver to update the general ledger cross reference table setup within
systems managed by Service Provider within 5 business days of the request. |
||||||||||||
Provide garnishment, child support, tax levy, interrogatory correspondence, withholding and payments support required for payroll services: | New Transactions 200, Monthly Payments 700 |
3
BAU | Minimum | |||||||||||
Service | Service | Transaction | Service Period | Service | ||||||||
# | Name | Description of Service | Volume | (in mo.) | Charge | |||||||
Garnishment Letter Service Provider will use the Garnishment
Notification to provide a garnishment letter to the garnishing agency during the
latter of 7 days after notification and the next applicable payment cycle. Garnishment Withholding Service Provider will use the Garnishment
Notification to adjust the employee garnishment deduction setup during the latter
of 7 days after notification and the next applicable payment cycle. Garnishment Payments Service Provider will use the Garnishment
Notification to update the garnishment payments to agency during the latter of 7
days after notification and the next applicable payment cycle.. Stop Garnishments Service Provider will use the Garnishment Stop
Notification to deactivate the employee garnishment deduction and process refund
of any over-withholding during the latter of 7 days after notification and the
next applicable payment cycle. |
||||||||||||
Provide employee maintenance support where appropriate to support payroll
processing W-4 Service Provider will use the W-4 Form from the Service Receiver to
update employee W-4 information with the provided information. Service Receiver
must provide such information at least 2 business days prior to processing of
payroll to ensure inclusion in the current payroll run. Home/Work State Update Service Provider will use the employee change
request for home/work state maintenance from the Service Receiver to make
requested updates. Service Receiver must provide such information at least 2
business days prior to processing of payroll to ensure inclusion in the current
payroll run. Direct Deposit Service Provider will use the Direct Deposit Form from
the Service Receiver to update employee direct deposit information with the
provided information. Service Receiver must provide such information at least 2
business days prior to processing of payroll to ensure inclusion in the next
payroll run. |
600/month | |||||||||||
Provide college fund employee direct deposit maintenance required to support payroll processing upon receipt of notification of enrollment or change via email. Request will be processed within 7 days of notification in the next applicable payment cycle. | 30/month | |||||||||||
Provide executive excess savings plan updates to employee deduction code maintenance required to support payroll processing upon receipt of Service Receiver notification of employee. Request will be processed within 7 days of notification in the next applicable payment cycle. | 30/month |
4
BAU | Minimum | |||||||||||
Service | Service | Transaction | Service Period | Service | ||||||||
# | Name | Description of Service | Volume | (in mo.) | Charge | |||||||
Provide ACS 401k Interface Processing required to support payroll processing Saving Plan Deferral & Loan Service Provider will use the ACS ISP
Feedback File from the Service Receivers 3rd party to update employee
deduction code information with the provided information. Service Receivers
3rd party must provide such information by Friday evening the week
prior to requested update. Saving Plan Deferral & Loan Service Provider will use the ACS ISP
Feedback File from the Service Receivers 3rd party to update employee
deduction code information with the provided information. Service Receivers
3rd party must provide such information by Friday evening the week
prior to requested update. ACS Error Report Review Service Provider will review the ACS ISP
Feedback File from the Service Receivers 3rd party provider to review
any fallout which may have occurred. Upon fallout Service Provider will notify
ACS to conduct maintenance to rectify documented fallouts. ACS New Hire Service Provider will use a report created from the ACS
Interface File from the Service Receivers 3rd party to validate new
hire processing. Service Receivers 3rd party must provide such
information by Friday evening the week prior to requested validation. ACS ISEV Service Provider will use the ACS ISEV Status Change from the
Service Receivers 3rd party to update employee deduction code
information with the provided information. Service Receivers 3rd
party must provide such information by Friday evening the week prior to requested
update. |
10 Monthly Interfaces Files & Reports |
|||||||||||
Provide JPMorgan 401k Interface Processing required to support payroll processing Saving Plan Deferral & Loan Service Provider will use the JP Morgan ISP
Feedback File from the Service Receivers 3rd party to update employee
deduction code information with the provided information. Service Receivers
3rd party must provide such information by Friday evening the week
prior to requested update. Saving Plan Deferral & Loan Service Provider will use the JP Morgan ISP
Feedback File from the Service Receivers 3rd party to update employee
deduction code information with the provided information. Service Receivers
3rd party must provide such information by Friday evening the week
prior to requested update. |
10 Monthly Interfaces Files & Reports |
5
BAU | Minimum | |||||||||||
Service | Service | Transaction | Service Period | Service | ||||||||
# | Name | Description of Service | Volume | (in mo.) | Charge | |||||||
JP Morgan Error Report Review Service Provider will review the JP
Morgan ISP Feedback File from the Service Receivers 3rd party provider
to review any errors which may have occurred. Upon fallout Service Provider will
notify ACS to conduct maintenance to rectify documented fallouts. JP Morgan New Hire Service Provider will use a report created from the
JP Morgan Interface File from the Service Receivers 3rd party to
validate new hire processing. Service Receivers 3rd party must
provide such information by Friday 5 pm EST or Thursday 5 pm EST if Friday is not
a business day the week prior to requested validation. JP Morgan ISEV Service Provider will use the JP Morgan ISEV Status
Change from the Service Receivers 3rd party to update employee
deduction code information with the provided information. Service Receivers
3rd party must provide such information by Friday evening the week
prior to requested update. |
||||||||||||
Provide Principal Loan Processing required to support payroll processing upon receipt of notification by secured email and make the required employee deduction code changes | Weekly Interface Files | |||||||||||
Provide Marsh Benefit Processing required to support payroll processing upon receipt of interface file and make deduction code changes. Files must be received by the 17th of the month for processing by the end of the month. | Two Interface Files Per Month |
|||||||||||
Provide John Hancock LTC Processing required to support payroll processing upon receipt of interface file and make deduction code changes. Files must be received by the 17th of the month for processing by the end of the month. | Two Interface Files Per Month |
|||||||||||
Provide Runzheimer Fix and Variable Auto Processing required to support payroll processing upon receipt of interface file and make employee negative deduction transactions for payroll Files must be received by the 9th of the month. | One Interface File Per Month |
|||||||||||
Provide Concur Travel Expense Reimbursement required to support payroll processing upon receipt of interface file and make employee negative deduction transactions. Files must be received by Thursday morning at 6 am EST to be processed in the next applicable pay cycle. | Weekly Interface Files | |||||||||||
Provide executive deferral payment upon receipt of notification from Service Receiver for payout and make employee deferral payment. Files must be received by the 9th of the month. | One Monthly Deferral Processing |
6
BAU | Minimum | |||||||||||
Service | Service | Transaction | Service Period | Service | ||||||||
# | Name | Description of Service | Volume | (in mo.) | Charge | |||||||
Provide excess group term life calculations upon receipt of notification from Service Receiver for payout and make employee deferral payment. Files must be received by the 9th of the month. | 240 Batch Processing Runs |
|||||||||||
Complete nightly Infinium Benefit Deduction updates. | 240 Batch Processing Runs |
|||||||||||
Provide payroll processing. Automated Labor Upload Service Provider will use the interface from the
Service Receivers labor system and create the Infinium labor file for payroll
processing. Labor Code to Infinium Income code cross reference file updated as
required. Labor Interface Validation Service Provider will use the interface from
the Service Receivers labor system to get totals. Service Provider will then
match the Infinium and Service Receivers Labor System file. Should discrepancies
exist, Service Provider will work with Service Receiver to resolve the issue. Payroll Cycle Processing Service Provider will then create Employee
Processing Cycle File, listing of employees with pay, benefit, leave of absence
and terminations. A review of employee changes will be conducted by Service
Receiver and corrections made if applicable. Employee changes will be added to
cycle validation routine for balancing. Delays in Service Receiver
responsibilities will delay payroll processing. Service Provider will not be
liable for such Service Receiver caused delays. Close Upload Labor to Payroll Cycle Service Provider will upload
employee labor to payroll cycle. Gross to Net Calculation Once Infinium releases time sheet data Service
Provider will produce the payroll trial balance. Payroll Adjustments Service Provider will update employee pay
information and add adjustments to validation routine for balancing as required. Print Trial Balance/Approve Payroll Using the Infinium trial balance
Service Provider will create a trial balance report to post payroll and print pay
stubs. If Trial Balance does not balance or has errors it must be corrected via
update checks and Trial Balance Reran until error free and balanced. |
240 Pay Processing Cycles |
|||||||||||
Provide on-demand payroll processing of off-cycle check requests upon receipt of on-demand check request form from Service Provider. Form must be received by 5 pm for next day direct deposit or check delivery. | 570 Transactions Annually |
7
BAU | Minimum | |||||||||||
Service | Service | Transaction | Service Period | Service | ||||||||
# | Name | Description of Service | Volume | (in mo.) | Charge | |||||||
Provide bonus cycle payroll processing of off-cycle bonus payments upon receipt of bonus specification from Service Recipient. Form must be received 5 business days prior to date of required bonus payment. | 7000 Transactions Annually |
|||||||||||
Provide manual W-2 earnings and deductions updates upon receipt of written notice and tax detail from Service Provider | 325 Transactions Annually |
|||||||||||
Provide stock option manual payroll upon receipt of Smith Barney stock transaction file using the daily interface from Service Provider | 80 Transactions Annually |
|||||||||||
Provide restricted stock manual payroll upon receipt of Smith Barney restricted stock transaction file using the daily interface from Service Provider | 110 Transactions Annually |
|||||||||||
Provide quarterly tax dividend payment upon receipt of Smith Barney dividend transaction file using the quarterly interface from Service Provider | 440 Transactions Annually |
|||||||||||
Provide Cartus quarterly relocation manual payroll upon receipt of Cartus Relocation Transaction file using the quarterly interface from Service Provider | 140 Transactions Annually |
|||||||||||
Process payment for unused PTO time upon receipt of notification from systems during year-end | 1700 Transactions Annually |
|||||||||||
Void or re-issue employee checks upon receipt of notification from Service Receiver. May be processed with current payroll or via separate check processing. For inclusion with regular payroll request must be received two business days prior to start of payroll processing. Five business days notice is required for issuing as separate payroll process. [Service Provider will not be liable if funds have been disbursed prior to voidance.] | 850 Transactions Annually |
|||||||||||
Make adjustments to employee pay upon receipt of notification from Service Receiver. Notification must be received 2 business days prior to the next pay cycle. | 325 Transactions Annually |
|||||||||||
Process retro-active payments for delayed merit increase processing after receipt of notification from Service Receiver. May be processed with current payroll or via separate check processing. For inclusion with regular payroll request must be received Two business days prior to start of payroll processing. Five business day notice required for issuing as separate payroll process. | 350 Transactions Annually |
|||||||||||
Process special employee payments upon receipt of notification from Service Receiver. May be processed with current payroll or via separate check processing. For inclusion with regular payroll request must be received 2 days prior to start of payroll processing. Five day notice required for issuing as separate payroll process. | 900 Transactions Annually |
8
BAU | Minimum | |||||||||||
Service | Service | Transaction | Service Period | Service | ||||||||
# | Name | Description of Service | Volume | (in mo.) | Charge | |||||||
Process relocation payment from employee paycheck upon receipt of notification from Service Receiver Processed with normal payroll. May be repaid over multiple payrolls or from one payroll per specification of Service Receiver. | 200 Transactions Annually |
|||||||||||
Provide executive excess savings plan distribution upon receipt of notification from Service Receiver May be processed with current payroll or via separate check processing. For inclusion with regular payroll request must be received 2 days prior to start of payroll processing. Five day notice required for issuing as separate payroll process. | 50 Transactions Annually |
|||||||||||
Service Provider will use commercially reasonable efforts to provide post-payroll Print/Distribute Check, Vouchers, & Reports Printed Checks and Vouchers
sealed and prepared for shipping distribution per business units instructions. ACH Processing ACH transmitted to clearing house using the Infinium ACH
extraction process Bank Funding Wire Transfer to cover payroll using the bank funding
report option Credit Union Processing File Transmission to Credit Union using the
Infinium direct deposit extract Union Reporting Union report transmitted using the Union employees and
Union dues report Canadian Bond Processing Transmission of Canadian Bond File to Royal
Bank of Canada using the Canadian bond extract Positive Pay Positive pay file transmitted to Wells Fargo using the
positive pay extract file Direct Deposit Fund Pullback Employee funds pulled back or error report
with insufficient funds upon Service Receivers request to pull back employee
direct deposit. Service Provider will use the Shared Service form submission to
Wells Fargo to pull back employee direct deposit. Insufficient funds notices are
communicated to employees HR administrator for review of how to recover money |
250 Cycles Per Month | |||||||||||
Provide Infinium month end close once a month rolling month totals, update monthly benefits (Marsh & John Hancock), and update monthly limit processing. This service will be performed after final payroll for month and prior to first payroll of new month. | 20 Companies Per Month | |||||||||||
Process Infinium quarter end close once a quarter rolling quarter totals, update quarterly limit |
20 Companies Per Month |
9
BAU | Minimum | |||||||||||
Service | Service | Transaction | Service Period | Service | ||||||||
# | Name | Description of Service | Volume | (in mo.) | Charge | |||||||
Provide Infinium year-end processing. Wage & Tax Balancing Using the wage Base Report balance Employee
Earnings and Taxes United Way Deduction Infinium United Way Deduction Change for deduction
codes 00800 & 0805 clearing the United Way deduction for the new year 401K Limit Update -Deduction limit updated with values for year Year End Payroll Register Use the Infinium Year End Payroll Register to
archive historical payroll registers Hartford-JP Morgan Year End Use the Infinium Save File to archive
Hartford-JP Morgan year end 401K values ACS Use the Infinium Save File to archive ACS year end 401K values Infinium W2 Box Updates Use the Infinium Income & Deduction Reporting
Groups to make W2 Box Reporting Reports Infinium ADP W2 Box Update Use the ADP interface for W2 Reporting to
create the ADP W2 Box Interface File Local Tax Update Use the notification from locality or Service Receiver
to update the local tax table Transfers Clear Q1 Information captured for tax & 401K Limit processing
for use in the W2 tax report Vinny 1st day report Use the Infinium Day 1 Report for forecasting Payroll Calendar Use the Infinium Cycle Maintenance to create Service
Receiver Payroll Calendars W2 Pension for Group Term Life (GTL) Service Receiver provides files
from ACS & Hartford and Service Provider updates Pensioners W2s Highly Compensated Employee Listing Using an AS400 Query, employees
meeting IRS Highly Compensated Listing are found and 401K providers updated with
list of highly compensated employees Executive Excess Saving Plan Employee Update Service Receiver provides
list of eligible employees for executive excess saving plan which Service Provider
uses to update the Executive Excess Saving Plan Employee List provided for roll
over into Excess Savings Plan New Jersey Disability Year End Update Using the New Jersey Final
Disability Report; Service Provider will update the New Jersey year end payroll
entries to record New Jersey final disability entries. Infinium Year End Close Year end close rolls year to day information to
previous year and clear year-to-date dollars |
20 Companies Per Month |
10
BAU | Minimum | |||||||||||
Service | Service | Transaction | Service Period | Service | ||||||||
# | Name | Description of Service | Volume | (in mo.) | Charge | |||||||
ADP 4th Quarter & Year End Extract Using the ADP Extract Program an ADP
Year End Interface File is created ADP Balance Year Using the ADP Year End Reports Year End Statutory
Reports & W2 are output W2Cs Using the value center post year-end close entries to update the
W2C Amended Year End Use the ADP Extract Program to amended statutory
reporting |
||||||||||||
Provide US Tax Processing. ADP Company Profile Update Use the ADP Tax Header Spreadsheet to update
ADP tax reporting set up ADP Code Mapping Use the ADP Mapping Document to map ADP Tax Code to
Infinium Tax Code Infinium ADP Deduction Table Maintenance Use the Infinium ADP Tax Code
file to output ADP Interface File including the new tax code ADP Daily Interface File Use the ADP Infinium Payroll Tax Extract to
create the ADP Receipt of Tax Payment Detail Daily Tax Audit Report Use the Query: ADP Tax Audit Report to validate
ADP Daily Tax Interface File ADP Daily Tax Funding Use the ADP Invoice to create ADP Wire Payment ADP Unemployment Rate Change Use the ADP Tax Header Spreadsheet to
calculate ADP Unemployment Payments with New Rate ADP Monthly Charges Use the ADP Invoice to process ADP Payment Barnett Monthly Charges Use the Barnett Invoice to process Barnett
Payment ADP Quarterly Communication Use the ADP Quarterly Updates to update the
Quarterly Calendar Close Schedule Cobra Quarterly Tax Credit Entry Use the SHPS Cobra Detail summarized
and entered into ADP Payroll Tax Input to update the 941 Cobra Credit Quarterly Interface File Use the ADP Infinium Quarterly Tax Extract to
create the ADP Quarterly Tax Reporting File ADP TAX Reconciliation Use the Infinium Quarterly Tax Report to
reconcile ADP Quarterly Tax Reports Quarter Close & Statutory Reporting Use Service Receiver approval to ADP
for Quarterly Processing to make quarterly statutory payments and reporting Quarterly Report Distribution ADP Use the Quarterly Reports Posted to
Web Site to distribute Statement of Deposits, 941Cobra Credit, State & Local Wage
Detail |
Registrations 10 per month Interfaces daily Tax Payments Daily & Quarterly Per Requirements Cobra Reporting Quarterly Quarterly Reporting Tracer Transactions 20 Monthly Amendments 10 Monthly |
11
BAU | Minimum | |||||||||||
Service | Service | Transaction | Service Period | Service | ||||||||
# | Name | Description of Service | Volume | (in mo.) | Charge | |||||||
Quarterly Invoice Payments Use ADP Invoice to make
ADP Wire Payments Quarterly Federal & State Tax Amendments Use Quarterly Amendment
Filing to amended reporting Amendment Payment Use the invoice to create ADP Wire Payment Tracers Use agency notices to conduct ADP research Tracer Payments ADP agency notice research to make payment of Agency
Notices Close Tax ID Use ADP header to close company so no future reporting in
ADP Close Tax ID Use the Agency notification of account closed to conduct
final reconciliation |
||||||||||||
Provide Canadian Tax Processing. Canadian Tax Withholding Using Canadian Tax Deductions provided by
Service Receiver input Service Provider will complete Employee/Employer Tax
Withholding/Liability Canadian Tax Payments Using Payroll Registers provided by Service
Receiver, Service Provider will make Canadian Tax Payment Year End Pension Calculation Using the Canadian Pension Plan Policy
provided by Service Receiver, Service Provider will compute Pension Plan
Calculation RL1 & T4 Reporting Using the Infinium Canadian Year End Process,
Service Provider will complete T4 & RL1 Forms & XML Reporting
|
Weekly Tax Payments Annually T4, T4A & RL Reporting |
|||||||||||
Provide Puerto Rico Tax Processing. Puerto Rico Tax Withholding Using Tax Deductions Service Provider will
calculate tax withholding for Service Receiver Puerto Rico Tax Payments Using Payroll Registers provided by Service
Receiver, Service Provider will make Puerto Rico Tax Payments Puerto Rico Year End Reporting Using W2 & W3 Reporting Service Provider
will make Employee & Employer Year End Tax Reporting
|
Weekly Tax Payments Annual W2P & W3P Reporting |
|||||||||||
Support the legal/regulatory audits documented below. ACE Worker Compensation Audit Tax Audits D&T Benefit Audit SOX Audit Disaster Recovery ACS 401K Compliance Testing JP Morgan 401K Compliance Testing Data Mining Payroll |
4 Audits/Month | |||||||||||
Service Provider will run the custom queries documented in Attachment C once a month |
Monthly |
12
BAU | Minimum | |||||||||||
Service | Service | Transaction | Service Period | Service | ||||||||
# | Name | Description of Service | Volume | (in mo.) | Charge | |||||||
Provide Guam Tax Processing. GUAM Tax Withholding Using Tax Deductions provided by Service Receiver,
Service Provider will calculate Tax withholding GUAM Tax Payments Using the payroll registers Service Provider will
make GUAM tax payments GUAM Year End Reporting Using W2 & W3 Reporting, Service Provider will
make Employee & Employer Year End Tax Reporting |
Annual W2G & W3G Reporting |
|||||||||||
Infinium and HRSS Support/Communication for handling of Service Receiver questions: |
||||||||||||
HR-Benefits-02
|
Human Resources, Benefits, Training, & Compliance Support |
Daily Service
Receiver Issue Handling Service Receiver users can make a
phone call or send an email to ask questions related to employee data and/or
transactional history stored in Infinium/HRSS; M-F 8-5pm EST except U.S. holidays; Data Input
Questions Covered in User Manual System Requirements-Upgrades/System Changes Maintenance
(Federal/State/Local) Infinium Canned Reports are
available for the service receiver to access
and review. Service Provider will be responsible for ensuring that reports
required for legal or regulatory requirements run. Coordinate issue resolution as needed
with IT, Payroll, SS Accounting, HQ
Benefits and/or third party vendors. Anything not covered above is considered a special request to be handled
using on a Time & Materials basis as outlined in the Additional Pricing Section of
this document.
|
201/month | 18 | Cost plus 2% - 10% | |||||||
Benefit Administration and Reporting Internal/External: Weekly vendor file feed resolution to national carriers - Service
Provider will accept phone or email from Service Receiver or external benefits
provider and resubmit corrected file feed or corrected actual employee record
based on request. Salaried Pension Eligibility file feed questions from field Service
Receiver HR staff will be triaged by Service Provider and assist Service Receiver
in data correction. Validation Reports from Health & Welfare and Pension - Service Provider
will receive reports from 3rd party providers listing errors related to
health & welfare data and Service Provider will assist Service Receiver HR field
staff to make appropriate changes
|
327/month | |||||||||||
Services for Service Receiver supervisors on payrolls that are not administered via the Fort Wayne Infinium System: | 50/month | |||||||||||
Service Provider will create and/or update Job/Position Codes upon request
from the Service Receiver |
13
BAU | Minimum | |||||||||||
Service | Service | Transaction | Service Period | Service | ||||||||
# | Name | Description of Service | Volume | (in mo.) | Charge | |||||||
Service Provider will add an international supervisor as a new hire upon
request from the Service Receiver Service Provider will attach an international supervisor to an Infinium
Employee record upon request from the Service Receiver Service Provider will add an international supervisors Concur ID to the
appropriate record upon request from the Service Receiver |
||||||||||||
Services for Service Receiver Business Units and/or Infinium Companies that are
not supported by local HR staff but administered by HRMS staff in Fort Wayne: |
||||||||||||
Service Provider will create and or update Job/Position Code upon request
from the Service Receiver Service Provider will enter new hires on personnel side as well as on
payroll side upon request from the Service Receiver Service Provider will enter salary changes/address changes/title
changes/transfers/terminations upon request from the Service Receiver Service Provider will perform annual merit increase uploads upon request
from the Service Receiver Service Provider will communicate with Service Receiver HR contacts from
other Service Receiver business units to coordinate both transferring in and out
of employees upon request from the Service Receiver Service Provider will enter payroll changes including withholding
changes/benefit deductions and catch-ups upon request from the Service Receiver Service Provider will enter benefit updates including urgent updates upon
request from the Service Receiver Service Provider will make Address & Phone number changes upon request from the Service Receiver Service Provider will make Benefit Changes due to qualifying event &
Annual Open Enrollment upon request from the Service Receiver Service Provider will make Annual Salary Merit Increases upon request from
the Service Receiver Service Provider will make Annual Reviews (if applicable) upon request
from the Service Receiver Service Provider will make inquiries relating to benefits and/or personnel
information upon request from the Service Receiver Service Provider will produce Infinium Canned Reports upon request from
the Service Receiver |
14
BAU | Minimum | |||||||||||
Service | Service | Transaction | Service Period | Service | ||||||||
# | Name | Description of Service | Volume | (in mo.) | Charge | |||||||
Year-end Standard Benefit Enrollment Copy to New Plan Year Year-end Vendor Meetings for open enrollment file feeds Data Input Questions Covered in User Manual Support Special Year End File Feeds to National H&W Vendors Standard Communication regarding Annual Enrollment & Year End Dates Collaborate with Payroll, Finance and IT for Year End Closing
Processes using all input from years changes and develop project plan to prepare system for
enrollment and year-end processing. Project will then be started in July, and
meetings with vendors conducted as needed depending on data from customers. **
Changing benefits providers in 2011 will be a special project using Time &
Materials rates with specific notification on change.
|
Each item in this table will be completed once a year |
|||||||||||
HR-Benefits-03
|
Training | Service Provider will take requests from Service Receiver HR manager to conduct periodic WebEx training of how to use Infinium systems and conduct the training for the Service Receiver. | 1/month | 18 | Time and Materials | |||||||
SS-PayrollAcct-04
|
Payroll Accounting | Provide Payroll Accounting services. Payroll Journals Service Provider will use the payroll register summary
from the Service Receiver to balance and post payroll journals for each payroll
cycle for the Service Receiver Payroll Balance Sheet Accounts Service Provider will use the payroll
month end close document from the Service Receiver to reconcile the payroll
balance sheet accounts for the Service Receiver Employee Deductions Service Provider will use completed payroll cycles
document from Service Receiver to remit employee deductions for the Service
Receiver Employee Benefits for ISP,401 (K) and Insurances Service Provider will
use completed payroll cycles document and payroll queries from Service Receiver to
validate, reconcile and remit employee benefits for ISP, 401(k) and insurances for
the Service Receiver ADP Payroll Taxes Service Provider will use completed payroll cycles,
payroll queries, and ADP invoices from the Service Receiver to validate,
reconcile, and remit all Payroll Taxes to ADP Interface File Transmission - Service Provider will use completed payroll
cycles and payroll queries from the Service Receiver to transmit interface files
to 3rd party vendors on behalf of the Service Receiver Benefits Reporting Service Provider will use the year end close
information from the Service Receiver to provide annual reporting of benefits to
the Service Receiver |
1616 annually 3060 annually 220 annually 205 annually 240 annually 195 annually 10 annually |
18 | Cost plus 2% - 10% |
15
BAU | Minimum | |||||||||||
Service | Service | Transaction | Service Period | Service | ||||||||
# | Name | Description of Service | Volume | (in mo.) | Charge | |||||||
ADP Federal and State Taxes Service Provider will use tax extract and
file feed from ADP from Service Receiver to journalize ADP Federal and State Tax
Activity for the Service Receiver ADP Mid Year Conversions Service Provider will use YTD tax amounts
information from Service Receiver to perform ADP midyear conversions for the
Service Receiver Non-supported ADP Service Provider will use completed payroll cycles
information from Service Receiver to remit non-supported ADP taxes for the Service
Receiver |
||||||||||||
Control Files for 401(k) and ISP- Service Provider will use information
from business units or HQs from the Service Receiver to maintain and control files
for 401(k) and ISP for the Service Receiver Payroll Bank Account Service Provider will use bank account statements
from the Service Receiver to reconcile payroll bank accounts for the Service
Receiver Unclaimed Payroll Property- Service Provider will use bank account
statements from Service Receiver to manage unclaimed payroll property for the
Service Receiver Automated Bank Functions- Service Provider will use cleared bank files
from the Service Receiver to process post cleared checks in the Infinium payroll Year to Date Analysis for 401k The Service Provider will use the Year
End Payroll Close from an internal business unit within the Service Provider to
calculate 401k Year to Date totals for employee, employer, and loans and provide
report by vendor to the Service Receiver. |
240 annually 5 annually 12 annually 30 annually 24 annually 200 annually 12 annually 3 annually |
Scenario | One-Time Setup Fees | Monthly Fees | ||
Service Volume within BAU [Note: BAU
already includes +/- 10% of
pre-distribution date volumes]
|
No incremental one-time fees when Service Receiver utilizes services and structure as-is with no changes under this agreement | Steady-State fee structure for requisite service as documented below |
16
Scenario | One-Time Setup Fees | Monthly Fees | ||
Service Volume greater or less than BAU
|
Service Provider will develop a commercially reasonable quote for acceptance by the Service Receiver provided the Service Receiver utilizes services and structure as-is with no significant changes under this agreement | Service Provider will develop a commercially reasonable quote for acceptance by the Service Receiver incremental to the base service costs documented below for the requisite service |
Service # | Service Name | Description of Service | Service Charge ($/hour) | |||
SS-Payroll-05
|
HR/Payroll/Benefits Migration |
Service Provider will make commercially reasonable best efforts to assist
Service Receiver in exiting of this agreement. These efforts include: Support of data extraction requests from the Service Receiver Providing Subject Matter Expertise in helping the Service
Receiver understand current state business processes, functional data
mapping, and impacts of design decisions |
Time and Materials Based on Additional Pricing Section | |||
SS-Payroll-06
|
HR/Payroll/Benefits | Service Provider will provide the following knowledge transfer services: Existing non-sensitive documentation maintained by Service
Provider will be given to the Service Receiver as it relates to
Payroll/HR/Benefit services |
Time and Materials Based on Additional Pricing Section |
17
| Service Receiver will provide accurate and timely employee maintenance, time and attendance data and payroll adjustments required to produce pay checks. In conjunction with the preceding, Service Receiver will maintain the applications and interfaces documented in Attachment A. | ||
| Service Receiver will be responsible for providing new tax registration requirements to Service Provider. Applicable tax registration information will be provided to Service Provider as required to complete tax registration. | ||
| Service Receiver will be responsible for providing configuration changes to Service Provider including taxes, income, deductions, banking and benefits using the change request process and forms provided by Service Provider. | ||
| If Service Receiver sends inaccurate data to Service Provider it will be the responsibility of the Service Receiver to rectify any problems and bear any costs incurred to rectify the issue. |
18
| Service Receiver will setup and make available to Service Provider a disbursement account from which Service Provider utilizes draft authorization to process payroll. Service provider will request funding for payroll checks, payroll direct deposits, payroll taxes, and other benefit remittances from the Service Receiver Treasury Headquarter location. Service Provider will open and own payroll bank accounts for the payroll transactions. Funding is required in the bank account one day prior to the value date. Late funding of the payroll account by the Service Receiver may result in delay of payroll checks, applied 401(k) funds, and benefit payments. Any outstanding liabilities associated to payroll tax and benefits will remain on Service Providers general ledger at month end. Service Provider will retain interest earned, if any, on residual account balances and will pay all standard account related service fees. Any service fee associated with Non Sufficient Funds due to the Service Receiver will be the responsibility of the Service Receiver. Service provider will remit employee deductions from the Service Provider Accounts Payable bank account. Service Provider will collect the funds from the Service Receiver thru a 3rd party invoice. |
| Service Receiver must actively be engaged on the Infinium Application TSA and related Business Objects Universe for the duration this agreement is in effect. | ||
| Service Receiver, in a separate and independent agreement, must have the ADP application and interface active for the period of time in which this agreement is in effect. | ||
| Service receiver, in a separate and independent agreement, must have Concur and other Time and Attendance systems listed in Attachment A active and maintained with the correct interfaces and data feeds to Infinium by the Service Receiver for the period of time in which this agreement is in effect. | ||
| Security and access controls will be maintained as set forth in the Master Services Agreement. | ||
| The services documented within this agreement must be exited at the same time and as such cannot be exited in parts. |
19
SLA | Response Time | Resolution | ||
High
|
Within 24 hours of receiving notification during normal business hours | Within 24 48 hours of response during normal business hours | ||
Medium
|
Within 48 hours of receiving notification during normal business hours | Within 48 120 hours of response during normal business hours | ||
Low
|
Within 120 or more hours of receiving notification or as scheduled during normal business hours | Within 120 hours of response during normal business hours |
| Fixed assets on the books of the Service Provider as of the date of the ITT separation will remain the property of the Service Provider during and at the end of the term. | ||
| Fixed assets on the books of the Service Receiver as of the date of the ITT separation will remain the property of the Service Receiver during and at the end of the term. | ||
| Service Receiver shall have the reasonable right to use, and Service Provider shall at all times have exclusive control of, and operate and maintain, the common areas including the pantry in the manner Service Provider may reasonably determine to be appropriate. | ||
| SREEs will be permitted in the common areas and the specific location assigned to them. They will be provided with ID badges which they must wear at all times. |
20
| Making any changes to the physical layout of the Premises or any capital improvements | ||
| Inviting or permitting any other employee or agent or guest of Service Recipient to enter the Premises, other than employees who were former ITT Corporation employees. Service Receiver assumes all responsibility for actions of its employees, agents and guests on the Premises. SREEs and their visitors must adhere to the facilitys access requirements at all times. | ||
| Service Receiver will not be allowed to access Service Providers computer network. The SREEs will be allowed to access Service Receivers own computer network via wireless or landline data connections on the Premises. | ||
| Service Receiver has no right to sublease, assign or transfer their space, except upon a change of control of Service Receiver in which case only former ITT Corporation employees will be permitted access to the Premises. Assignment of this agreement requires landlord approval in writing. | ||
| Service Receiver agrees not to put up any external or internal signs during the term of the agreement. |
| Service Receiver will be required to provide and pay for all support and services required to move out of the facility at the end of the term. If Service Receiver requires contractors to assist them in moving out of the facility, Service Receiver agrees to provide Service Provider with proof of adequate contractor insurance coverage prior to contractor entering into the facility. | ||
| Service Receiver agrees to remove all of their personal property from the Premises at the end of the term. Tenant must return rented space to pre move in condition, with the exception of the offices, which should be left in an as is condition. | ||
| Service Receiver agrees to abide by all rules and regulations set by the landlord including but not limited to those included in the lease between the landlord of the Premises and the Service Provider | ||
| Service Receiver agrees that all cabling that is used to attached Service Receivers PCs to the IT infrastructure will remain the property of the Service Provider and will not be removed by the Service Receiver at the end of the term. |
21
| The SREEs will be required to show proper identification to enter the Premises as determined by the Service Provider |
| The TSA for the Premises shall automatically expire 3 months after this TSA for Payroll Services, unless terminated earlier by notice to the Service Provider at least 90 days in advance of the date Service Receiver desires to terminate this portion of the TSA for space at the Premises. There shall be no make-whole or other fee due to Service Provider for early termination. |
During 2011
|
Cost plus 2% - 10% | |
From January 1, 2012 through December 31, 2012
|
Cost plus 2% - 10% | |
From January 1, 2013 through the end of the Term
|
Cost plus 2% - 10% |
22
Location | Low | Medium | High | |||||||||
USA |
$ | 75 | $ | 100 | $ | 125 | ||||||
Greece |
$ | 35 | $ | 46 | $ | 58 | ||||||
Mexico |
$ | 19 | $ | 25 | $ | 31 | ||||||
Sweden |
$ | 75 | $ | 100 | $ | 125 |
23
Program | Source | Destination | ||||||||
Name | Business Purpose | Vendor | System | System | ||||||
XRCISPDP | Dependents | ACS | Infinium | ACS | ||||||
XYCISP XYCISP2 | ACS Salary ISP and Pension | ACS | Infinium | ACS | ||||||
XPRCADPCHK | Create ADP Tax Journal | ADP | Infinium | ADP | ||||||
XPRGMADPC | Maintain ADP Tax Controls | ADP | Infinium | ADP | ||||||
XPYCADPDWN | ADP Periodic & Qtrly File Downld | ADP | Infinium | ADP | ||||||
XPYGADPBAL | ADP Balance Report | ADP | Infinium | ADP | ||||||
XPYGADPCHG | Refresh ADP Employee Number | ADP | Infinium | ADP | ||||||
XECBRUC | Unemployement emps | Barnett | Infinium | Barnett | ||||||
US RELOWAGE UPDATE.CARTUS | CARTUS | Infinium | CARTUS | |||||||
XPYPCTWRC | Send Cartus Receipt of gr | CARTUS | Infinium | CARTUS | ||||||
XPYCEEMT | Concur - Employee Master File Feed | Concur | Infinium | Concur | ||||||
TEG002C | Employee information | Concur | Infinium | Concur E-Xpense | ||||||
XPYCEEMT | FTP Employee information | Concur | Infinium | Concur | ||||||
XCHCEXTEMP | Export Employees to Concur | Concur | Infinium | Concur | ||||||
US Bank - ConcurTravel | Concur | Infinium | Concur | |||||||
Garnishments | County Government | Infinium | County Government | |||||||
XECEMED | Empire Eligbility and HDHP Mellon pass thru | Empire/Blue | Infinium | Empire/Blue | ||||||
800 EVHR employee Infinium Data | ITT | Infinium | Kronos | |||||||
XPYGKRONOS | feed to (800) (Kronos) System | |||||||||
NPYPCIMA | Employee feed 500 | ITT | Infinium | Cannon | ||||||
Cannons Full Employee Master | ||||||||||
NPYCCIM1ST | Update To Cim | ITT | Infinium | Cannon | ||||||
Download Employee Date to IPG | ||||||||||
XYCEEMIPG | - Daily (ER 810 92SHR) | ITT | Infinium | Goulds |
24
Program | Source | Destination | ||||||||
Name | Business Purpose | Vendor | System | System | ||||||
XPYG880D | Prudential Demographics 880 | Prudential | Infinium | Prudential | ||||||
XPYG881D | Prudential Demographics 331 | Prudential | Infinium | Prudential | ||||||
XPYPRUDEM | Send Prudential Demographics | Prudential | Infinium | Prudential | ||||||
Systems | ||||||||||
XPYP880D, 881D, | Prudential Systems | Prudential | Infinium | Prudential | ||||||
882D,883D | Demographics (ENI, CAP, CMC, | |||||||||
ECI) | ||||||||||
XECNHC | Cobra - New Hire | SHPS | Infinium | SHPS | ||||||
XRCFSA | FSA - Deduction feed to SHPS | SHPS | Infinium | SHPS | ||||||
XPYCSBBLD | Stock Options Eligibility | Smith Barney | Infinium | Smith Barney | ||||||
XRCSBP | Smith Barney CODES FILE | Smith Barney | Infinium | Smith Barney | ||||||
XRCSBP | Smith Barney EMAIL ADDRESSES | Smith Barney | Infinium | Smith Barney | ||||||
XRCSBP | Smith Barney PARTICIPANTS | Smith Barney | Infinium | Smith Barney | ||||||
XPEGNH | New Hire | State of Indiana | Infinium | State of Indiana | ||||||
XPEGWEBMD | WebMD ELIGIBILITY | WebMD | Infinium | WebMD | ||||||
CCHCPWFTP | FTP CCUSECHD2-Well Fargo | Wells Fargo | Infinium | Wells Fargo | ||||||
password change | ||||||||||
XPYCWFPAY | CLP to send payroll ACH file | Wells Fargo | Infinium | Wells Fargo | ||||||
to Wells Fargo | ||||||||||
XPYCWFPOS | CLP to run entire Wells Fargo | Wells Fargo | Infinium | Wells Fargo | ||||||
pos pay process | ||||||||||
XYGEXTCA | modified International ACH | Wells Fargo | Infinium | Wells Fargo | ||||||
file for ALL of CANADA | ||||||||||
NWBPAYTRN | Direct deposit transmission | Wells Fargo | Infinium | Wells Fargo | ||||||
NWBCHK01 | Send Check Recon to bank | Wells Fargo | Infinium | Wells Fargo | ||||||
CCUCPWDR | Re-send check recon to bank | Wells Fargo | Infinium | Wells Fargo | ||||||
XPYCCTACH | Payroll ACH | Wells Fargo | Infinium | Wells Fargo |
25
Program | Source | Destination | ||||||||
Name | Business Purpose | Vendor | System | System | ||||||
XRCECEMP1 | Active Directory | ITT | Infinium | ITT | ||||||
XEMGP2E | HM Update Health Mast - Defense Companies | ITT - HM | Infinium | HM | ||||||
XPEGHYPR | Hyperion Planning - Build Transmission file | ITT Hyperion | Infinium | Hyperion | ||||||
XPYGMXLP | SAP AUTO PAY Benefit Deductions sent to Seneca Fall SAP system | ITT SAP | Infinium | SAP P2P | ||||||
XPECJHUP | Send file to Hancock | John Hancock | Infinium | John Hancock | ||||||
XECJHLT | John Hancock Eligibility | John Hancock | Infinium | John Hancock | ||||||
NEW Development |
401K Feedback file from JP Morgan | JP Morgan | Infinium | JP Morgan | ||||||
XECKMED | KAISER ELIGIBILITY | Kaiser Permanete | Infinium | Kaiser Permanete | ||||||
XECUBSOUT | Transmit file to Life Plus for Marsh | Marsh | Infinium | Marsh | ||||||
XPYCJH08 | Upload Life Plus file | Marsh | Infinium | Marsh | ||||||
XECLP | LifePlus Eligibility | Marsh | Infinium | Marsh | ||||||
XPYCHSA2 | HSA Send Extract File From Robot Job | Mellon | Infinium | Mellon | ||||||
XPYCMM | Medco Prescription | Merck Medco | Infinium | Merck Medco | ||||||
XPRCMLE | Metlife ltd/std mth - GL Advices | Metlife Advices | Infinium | Metlife | ||||||
XPRCML5SGL | Metlife LTD/STD (Menu option) | Metlife Advices | Infinium | Metlife | ||||||
XRCMETDTF | Metlife Dental | Metlife Dental | Infinium | Metlife Dental | ||||||
XRGVA1 XRGVA3 XRGVA4 |
Print Voluntary Accident Monthly report data |
National Union Fire | Infinum | National Union Fire | ||||||
XECPMED | PACIFICARE ELIG | PACIFICARE | Infinium | PACIFICARE | ||||||
XPYPRURL1 | Prudential Loans Systems | Prudential | Infinium | Prudential | ||||||
XPYC880O | ENI Prudential Dollar Send - 800 | Prudential | Infinium | Prudential | ||||||
XPYC881O | CAP Prudential Dollar Send - 881 | Prudential | Infinium | Prudential | ||||||
XPYC883O | ECI Prudential Dollar Send - 883 | Prudential | Infinium | Prudential |
26
Program | Source | Destination | ||||||||
Name | Business Purpose | Vendor | System | System | ||||||
XYCISPACPU XYCISPAC | AC ISP Rate change file | ACS | ACS | Infinium | ||||||
XRCISPDP | Dependents | ACS | Infinium | ACS | ||||||
XYCISP XYCISP2 | ACS Salary ISP and Pension | ACS | Infinium | ACS | ||||||
XPRCADPCHK | Create ADP Tax Journal | ADP | Infinium | ADP | ||||||
XPRGADPQ1 | ADP Qtrly Unempl Process | ADP | ADP | Infiniium GL | ||||||
XPRGMADPC | Maintain ADP Tax Controls | ADP | Infinium | ADP | ||||||
XPYCADPDWN | ADP Periodic & Qtrly File Downld | ADP | Infinium | ADP | ||||||
XPYGADPBAL | ADP Balance Report | ADP | Infinium | ADP | ||||||
XPYGADPCHG | Refresh ADP Employee Number | ADP | Infinium | ADP | ||||||
XPYCCBSND | SAVINGS BOND CONT FL | BANK OF CANADA | Infinium | BANK OF CANADA | ||||||
XECBRUC | Unemployement emps | Barnett | Infinium | Barnett | ||||||
CPEGHERH CPEGHERU | To update Infinium HR; contains pension data | Buck | Buck | Infinium | ||||||
XPYCCT200 | Load and List wage request file from Cartus | CARTUS | CARTUS | Infinium | ||||||
XPYCCT200C | Load Cartus file and process-batch job | CARTUS | CARTUS | Infinium | ||||||
XPYCCT200P | Bring in Cartus Wage Request file | CARTUS | CARTUS | Infinium | ||||||
XPYCCT300C | Load Cartus Gross Ups | CARTUS | CARTUS | Infinium | ||||||
US_RELOWAGE - UPDATE.CARTUS | CARTUS | Infinium | CARTUS | |||||||
XPYPCTWRC | Send Cartus Receipt of gr | CARTUS | Infinium | CARTUS |
27
Program | Source | Destination | ||||||||
Name | Business Purpose | Vendor | System | System | ||||||
XYGCONCUR | Re-Apply Concur (PYPME History) to Payroll | Concur | Concur | Infinium | ||||||
XCHGLDEMP | Concur - Load Employees from INFIN | Concur | Concur | Infinium | ||||||
FPYCEEMTIN XYCEEMTIN XCHCCRTPAY |
Expense transations | Concur | Concur | Infinium | ||||||
XYCEEMTIN | CONCUR - travel process expense records | Concur | Concur | Infinium | ||||||
XPYCEEMT | Concur - Employee Master File Feed | Concur | Infinium | Concur | ||||||
TEG002C | Employee information | Concur | Infinium | Concur EXpense | ||||||
XPYCEEMT | FTP Employee information | Concur | Infinium | Concur | ||||||
XCHCEXTEMP | Export Employees to Concur | Concur | Infinium | Concur | ||||||
US Bank - Concur Travel | Concur | Infinum | Concur | |||||||
Garnishments | County Government | Infinium | County Government |
|||||||
XECEMED | Empire Eligbility and HDHP Mellon pass thru | Empire/Blue | Infinium | Empire/Blue | ||||||
FPYCBGFTP | Labor feed 800 | Infinium | B&G | Infinium | ||||||
NPYCCAFTP | Labor feed CQC | Infinium | Canada | Infinium | ||||||
FPYCKINT | Canadian Kronos Labor interface to Infinium | Infinium | Canada Krono | Infinium | ||||||
FPYCCPSFTP | Labor To Daily Time (CPSAL) | Infinium | CPSAL | Infinium | ||||||
FPYCFFSFTP | Labor Load (FFSAL) | Infinium | FFSAL | Infinium | ||||||
FPYCFISFTP | Labor Load(FISAL) | Infinium | FISAL | Infinium | ||||||
FPYCFTFTP | Labor feed 831 | Infinium | FLOBW | Infinium | ||||||
FPYCJOFTP | Labor feed 800 | Infinium | Flojet | Infinium | ||||||
FPYCFLSFTP | labor laod(FLSAL) | Infinium | FLSAL | Infinium | ||||||
FPYCGPFTP6 | Labor Load (GPH9V) | Infinium | G9H | Infinium | ||||||
FPYCGPFTP7 | Labor load (GPH9W) | Infinium | G9H | Infinium | ||||||
FPYCGPFTPA | Labor feed 835 | Infinium | Gould Pumps -WTG | Infinium | ||||||
FPYCHTFTP | Labor feed 800 | Infinium | Heat | Infinium | ||||||
XPYCGUN | After Posting CL-Create GL Interface Files |
Infinium | Infinium | Infinium | ||||||
FPYCLESFTP | Time(LEOSAL) | Infinium | LEOSAL | Infinium | ||||||
FPYCPISFTP | Time(PISAL) | Infinium | PISAL | Infinium |
28
Program | Source | Destination | ||||||||
Name | Business Purpose | Vendor | System | System | ||||||
FPYCRUHR | Labor feed 860 | Infinium | Rule Hr | Infinium | ||||||
FPYCRUSAL | Labor feed 860 | Infinium | Rule Sal | Infinium | ||||||
FPYCWPCFTP | Time(WPC) | Infinium | WCP | Infinium | ||||||
FPYCWBWFTP | Time(WEDBW) | Infinium | WEDBW | Infinium | ||||||
XPEGPR | Promotions | Infinium | Excel | Infinium | ||||||
XPEGSC3 | Salary Changes | Infinium | Excel | Infinium | ||||||
FPYCEEMDLY | FTC Employee Master to be FTP | ITT | Infinium | Infinium | ||||||
FPYCGLID | FTC GL to be sent out to FTC | ITT | Infinium | Infinium | ||||||
FPYCGLIG | Goulds GL to be FTP | ITT | Infinium | Infinium | ||||||
FPYCGLIGFL | Goulds Flowtronex GL to be FTP | ITT | Infinium | Infinium | ||||||
SPYCGLID | Creates and Builds GL recs for a Cycle code | ITT | Infinium | Infinium | ||||||
XPYC800WK | Employee information 800 | ITT | Infinium | B&G | ||||||
FRPECSV | Kronos employee download CQC | ITT | Infinium | Canadian companies |
||||||
XPYCGLIG | Generic GL Interface File | ITT | Infinium | Infinium | ||||||
XRCECEMP1 | Active Directory | ITT | Infinium | ITT | ||||||
FLYGT EMP FEED | ITT FLYGT | Infinium | FLYGT | |||||||
XEMGP2E | HM Update Health Mast - Defense Companies | ITT HM | Infinium | HM | ||||||
XPEGHYPR | Hyperion Planning - Build Transmission file | ITT Hyperion | Infinium | Hyperion | ||||||
XPYGMXLP | SAP AUTO PAY Benefit Deductions sent to Seneca Fall SAP system | ITT SAP | Infinium | SAP P2P | ||||||
XPECJHUP | Send file to Hancock | John Hancock | Infinium | John Hancock | ||||||
XECJHLT | John Hancock Eligbility | John Hancock | Infinium | John Hancock | ||||||
XPYCHCK01 | Receive Long Term Care file | John Hancock | John Hancock | Infinium | ||||||
Receive Long Term Care Billing file | John Hancock | John Hancock | Infinium | |||||||
XPYCJH01 | Copy from Tape J&HKVI data to file XPYPJHI | John Hancock | John Hancock | Infinium | ||||||
XPYCJH07 | Receive life plus file | John Hancock | John Hancock | Infinium | ||||||
NEW Development | 401K Feedback file from JP Morgan | JP Morgan | Infinum | JP Morgan | ||||||
NEW Development | 401K Hourly to JP Morgan | JP Morgan | JP Morgan | Infinium | ||||||
XECKMED | KAISER ELIGIBILITY | Kaiser Permanete | Infinium | Kaiser Permanete | ||||||
XECUBSOUT | Transmit file to Life Plus for Marsh | Marsh | Infinium | Marsh | ||||||
XPYCJH08 | Upload Life Plus file | Marsh | Infinium | Marsh | ||||||
XECLP | LifePlus Eligibility | Marsh | Infinium | Marsh | ||||||
XECUBSI | Receive Life Plus Input File | Marsh | Marsh | Infinium |
29
Program Name |
Business Purpose | Vendor | Source System |
Destination System |
||||||
XPYCMM | Medco Prescription | Merck Medco | Infinium | Merck Medco | ||||||
XPRCMLE | Metlife ltd/std mth - GL Advices | Metlife Advices | Infinium | Metlife | ||||||
XPRCML5SGL | Metlife LTD/STD ( Menu option) | Metlife Advices | Infinium | Metlife | ||||||
XRCMETDTF | Metlife Dental | Metlife Dental | Infinium | Metlife Dental | ||||||
XRGVA1 XRGVA3 XRGVA4 |
Print Voluntary Accident Monthly report data |
National Union Fire | Infinum | National Union Fire |
||||||
XECPMED | PACIFICARE ELIG | PACIFICARE | Infinium | PACIFICARE | ||||||
XYCRME | Receive and process autotime - car allowance | Runzheimer | Runzheimer | Infinium | ||||||
XYCRMEC | Receive and process Can AT - car allowance | Runzheimer | Runzheimer | Infinium | ||||||
XPYGRNZHMR | Re-Apply Runzheimer (PYPME History) to Payroll | Runzheimer | Runzheimer | Infinium | ||||||
XECNHC | Cobra - New Hire | SHPS | Infinium | SHPS | ||||||
XRCFSA | FSA - Deduction feed to SHPS | SHPS | Infinium | SHPS | ||||||
XPYCSBBLD | Stock Options Eligibility | Smith Barney | Infinium | Smith Barney | ||||||
XRCSBP | Smith Barney CODES FILE | Smith Barney | Infinium | Smith Barney | ||||||
XRCSBP | Smith Barney EMAIL ADDRESSES | Smith Barney | Infinium | Smith Barney | ||||||
XRCSBP | Smith Barney PARTICIPANTS | Smith Barney | Infinium | Smith Barney | ||||||
XPYSBOPT1 | Receive Smith Barney Options | Smith Barney | Smith Barney | Infinium | ||||||
XPYSBRES1 | Receive Smith Barney Restricted | Smith Barney | Smith Barney | Infinium | ||||||
XPEGNH | New Hire | State of Indiana | Infinium | State of Indiana | ||||||
XPRGUNWA | ||||||||||
XPYGUNF | United Way Upload to PYPDE | United Way | United Way | Infinium | ||||||
XPEGWEBMD | WebMD ELIGIBILITY | WebMD | Infinium | WebMD | ||||||
CCHCPWFTP | FTP CCUSECHD2 - Well Fargo password change | Wells Fargo | Infinium | Wells Fargo | ||||||
XPYCWFPAY | CLP to send payroll ACH file to Wells Fargo | Wells Fargo | Infinium | Wells Fargo | ||||||
XPYCWFPOS | CLP to run entire Wells Fargo pos pay process | Wells Fargo | Infinium | Wells Fargo | ||||||
XYGEXTCA | modified International ACH file for ALL of CANADA | Wells Fargo | Infinium | Wells Fargo | ||||||
NWBPAYTRN | Direct deposit transmission | Wells Fargo | Infinium | Wells Fargo | ||||||
NWBCHK01 | Send Check Recon to bank | Wells Fargo | Infinium | Wells Fargo | ||||||
CCUCPWDR | Re-send check recon to bank | Wells Fargo | Infinium | Wells Fargo | ||||||
XPYCCTACH | Payroll ACH | Wells Fargo | Infinium | Wells Fargo | ||||||
XPYCWFREC | CLP to receive check recon file from Wells Fargo | Wells Fargo | Wells Fargo | Infinium | ||||||
XPYCWFREC | Receive Check recon | Wells Fargo | Wells Fargo | Infinium |
30
Paid | Required | |||||||||||||||
EMPLOYER | CYCLE CODE | NAME | FREQ | Paid Lag | Current | Process Day | NEWCO | By | ||||||||
GOULDS PUMPS CANADA (IPG)
|
CGOBW | BI WEEKLY CGO | B | X | Pay Week -Monday | ITTCO | Mon - 2pm | |||||||||
ONTARIO PRO SERVICES CENTER
|
CONBW | BI WEEKLY CON | B | X | Pay Week -Monday | ITTCO | Mon - 2pm | |||||||||
ITT CANNON
|
BIWBW | BIW BI WEEKLY | B | X | Pay Week -Tuesday | ITTCO | Tues - 2pm | |||||||||
ITT CANNON
|
BIWHR | BIW HOURLY | B | X | Pay Week -Tuesday | ITTCO | Tues - 2pm | |||||||||
ITT CANNON
|
BWCAN | BI WEEKLY CANNON | B | X | Pay Week -Monday | ITTCO | Tues - 2pm | |||||||||
ITT CANNON
|
HRCAN | CANNON HOURLY EMPLOYEES | B | X | Pay Week -Tuesday | ITTCO | Tues - 2pm | |||||||||
ITT VEAM, LLC
|
BWVEA | VEAM SALARY | B | X | Pay Week -Monday | ITTCO | Tues - 2pm | |||||||||
ITT VEAM, LLC
|
HRVEA | HOURLY VEAM | B | X | Pay Week -Monday | ITTCO | Tues - 2pm | |||||||||
ITT CORPORATION
|
BWIND | ITT INDUSTRIES BI-WEEKLY | B | X | Pay Week -Tuesday | Unknown | Tues - 2pm | |||||||||
COMPUTERS, EQUIP LEASING
CORP
|
CELBW | COMPUTER & EQUIP LEASING | B | X | Non Pay Week -Friday | Unknown | Tues - 2pm | |||||||||
ITT TRANSPORTATlON DIST
SVCS
|
BWGRP | TDS BW | B | X | Non Pay Week -Friday | Unknown | Tues - 2pm | |||||||||
ITT FLUID TECHNOLOGY
|
AERHR | AEROSPACE HOURLY AH | W | X | Pay Week -Monday | ITTCO | Tues - 2pm | |||||||||
ITT FLUID TECHNOLOGY
|
AESAL | AEROSPACE SALARY AP | B | X | Pay Week -Monday | ITTCO | Tues - 2pm | |||||||||
ITT FLUID TECHNOLOGY
|
AMOHR | AMORY HOURLY FH | W | X | Pay Week -Monday | ITTCO | Tues - 2pm | |||||||||
ITT FLUID TECHNOLOGY
|
AMSAL | AMORY SALARY FS | B | X | Pay Week -Tuesday | ITTCO | Tues - 2pm |
31
Paid | Required | |||||||||||||||
EMPLOYER | CYCLE CODE | NAME | FREQ | Paid Lag | Current | Process Day | NEWCO | By | ||||||||
ITT R&CW CANADA
|
FPCAS | FLUID PRODUCTS | B | X | Pay Week -Monday | WaterCO | Mon - 2pm | |||||||||
ITT WATER & WASTEWATE
|
FLCAN | BI WEEKLY FLYGT | B | X | Non Pay Week - | WaterCO | Mon - 2pm | |||||||||
ITT CORPORATI
|
BWIND | ITT INDUSTRIES | B | X | Pay Week - Tuesday | Unknown | Tues - 2pm | |||||||||
COMPUTER & EQUIP
|
CELBW | COMPUTER & EQUIP | B | X | Non Pay Week - | Unknown | Tues - 2pm | |||||||||
ITT
|
BWGRP | TDS BW | B | X | Non Pay | Unknown | Tues - 2pm | |||||||||
ITT FLUID TECHNOLOGY
|
BGSAL | BELL & GOSSETT | B | X | Pay Week -Tuesday | WaterCO | Tues - 2pm | |||||||||
ITT
FLUID TECHNOLOGY
|
BGUN | BBLL & GOSSETT | B | X | Pay Week -Tuesday | WaterCO | Tues - 2pm | |||||||||
ITT FLUID TECHNOLOGY
|
CONHR | CONOFLOW HOURLY CH | W | X | Pay Week -Monday | WaterCO | Tues - 2pm | |||||||||
ITT FLUID TECHNOLOGY
|
COSAL | CONOFLOW SALARY CN | B | X | Non Pay Week - Friday | WaterCO | Tues - 2pm | |||||||||
ITT FLUID TECHNOLOGY
|
CPSAL | CUSTOM PUMPS SALARY | B | X | Non Pay Week - Thursday | WaterCO | Tues - 2pm | |||||||||
ITT FLUID TECHNOLOGY
|
FLOBW | FLOJET BI WEEKLY | B | X | Non Pay Week - | WaterCO | Tues - 2pm | |||||||||
ITT FLUID TECHNOLOGY
|
FTCBW | FTC BI WEEKLY | B | X | Pay Week -Tuesday | WaterCO | Tues - 2pm | |||||||||
ITT FLUID TECHNOLOGY
|
GRSAL | GRINDEX SALARY GR | B | X | Non Pay Week - Friday | Unknown | Tues - 2pm | |||||||||
ITT FLUID TECHNOLOGY
|
HTUN | HEAT TRANSFER | W | X | Pay Week -Monday | WaterCO | Tues - 2pm | |||||||||
ITT FLUID
|
RCSAL | R&CW HQ | B | X | Pay Week - | WaterCO | Tues - 2pm | |||||||||
ITT FLUID
|
SHBW | SHEROTEC | B | X | Non Pay | Unknown | Tues - 2pm | |||||||||
ITT FLUID TECHNOLOGY
|
SHHR | SHEROTEC HOURLY ST | W | X | Pay Week -Monday | Unknown | Tues - 2pm | |||||||||
ITT FLUID
|
WTBW | WET | B | X | Pay Week - | Unknown | Tues - 2pm | |||||||||
LAING
|
LTSAL | LAING | B | X | Pay Week - | WaterCO | Tues - 2pm | |||||||||
ITT CORPORATI
|
FRCSA | GOULD SHARED | B | X | Non Pay Week - | Unknown | Tues - 2pm | |||||||||
ITT GOULDS PUMPS PA
|
H9XSA | ASHLAND SALARY | B | X | Non Pay Week - | Unknown | Tues - 2pm | |||||||||
ITT GOULDS PUMPS TEXAS
|
H9WSA | TX TURBINE & PRO SHOP SALARY | B | X | Non Pay Week - Thursday | WaterCO | Tues - 2pm | |||||||||
FLOWTRONEX PSI INC
|
FLOBW | FLOWTRONEX PSI BW | B | X | Non Pay Week - | WaterCO | Tues - 2pm | |||||||||
ITT WATER
|
9XLWS | WATER TEC | B | X | Non Pay | WaterCO | Tues - 2pm |
32
Paid | Required | |||||||||||||||
EMPLOYER | CYCLE CODE | NAME | FREQ | Paid Lag | Current | Process Day | NEWCO | By | ||||||||
ITT WATER TECHNOLOG
|
92WTG | WATER TECH WEEKLY | W | X | Pay Week -Monday | WaterCO | Tues - 2pm | |||||||||
GODWIN PUMPS OF
|
WKGWP | GODWIN PUMP | W | X | Pay Week -Tuesday | WaterCO | Tues - 2pm | |||||||||
GODWIN PUMPS OF
|
BWGWP | GODWIN PUMP BI - | B | X | Pay Week -Tuesday | WaterCO | Tues - 2pm | |||||||||
ITT WATER & WASTE WATER
IN LLC
|
FISAL | MINERVA SALARY BI-WEEKLY | B | X | Non Pay Week - Friday | WaterCO | Tues - 2pm | |||||||||
ITT WATER & WASTEWATE
|
FFSAL | FLYGT FLORDA SAL | B | X | Non Pay Week - | WaterCO | Tues - 2pm | |||||||||
ITT RULE
|
RUSAL | RULE SALARY | B | X | Pay Week - | WaterCO | Tues - 2pm | |||||||||
ADVANCED WATER
|
WPC | WATER POLUTION | B | X | Pay Week -Monday | WaterCO | Tues - 2pm | |||||||||
SRP ACQUISITION CORP
|
ROYCE | SRP ACQUISITON CORP | B | X | Pay Week -Monday | WaterCO | Tues - 2pm | |||||||||
WEDECO INC
|
WEDBW | WEDECO BW | B | X | Pay Week - | WaterCO | Tues - 2pm | |||||||||
THE FB LEOPOLD
|
LEOSA | LEOPOLD BW | B | X | Pay Week -Monday | WaterCO | Tues - 2pm | |||||||||
NOVA ANALYTICS
|
BWEXE | Bi-Weekly Executive | B | X | Pay Week -Tuesday | WaterCO | Tues - 2pm | |||||||||
NOVA ANALYTICS EUROPE LLC
|
BWNAE | BW NOVA ANALYTICS EUROPE LLC | B | X | Pay Week -Tuesday | WaterCO | Tues - 2pm | |||||||||
GLOBAL WATER
INSTRUMENTATION
|
BWGWI | BW GLOBAL WATER INSTRUMENTATION | B | X | Non Pay Week Tuesday | WaterCO | Tues - 2pm | |||||||||
BELLINGHA M &
|
BWBSI | BELLINGHA M & | B | X | Pay Week -Tuesday | WaterCO | Tues - 2pm | |||||||||
AANDERAA DATA INSTRUMEN
|
BWADI | BW AANDERAA DATA | B | X | Pay Week -Tuesday | WaterCO | Tues - 2pm |
33
Paid | Required | |||||||||||||||
EMPLOYER | CYCLE CODE | NAME | FREQ | Paid Lag | Current | Process Day | NEWCO | By | ||||||||
ITT FLUID
TECHNOLOGY
|
CTBW | C TREAT BW | B | X | Non Pay Week -Friday | ITTCO | Tues - 2pm | |||||||||
ITT FLUID TECHNOLOGY
|
EVHR | ENG VALVES HOURLY | W | X | Pay Week -Monday | ITTCO | Tues - 2pm | |||||||||
ITT FLUID TECHNOLOGY
|
EVSAL | ENG VALVES SALARY EV | B | X | Non Pay Week -Friday | ITTCO | Tues - 2pm | |||||||||
ITT FLUID TECHNOLOGY
|
GRSAL | GRINDEX SALARY GR | B | X | Non Pay Week -Friday | Unknown | Tues - 2pm | |||||||||
ITT FLUID TECHNOLOGY
|
MFCBW | MOTION FLOW CONTROL SALARY | B | X | Pay Week -Tuesday | ITTCO | Tues - 2pm | |||||||||
ITT FLUID TECHNOLOGY
|
SHBW | sherotec BW | B | X | Non Pay Week -Friday | Unknown | Tues - 2pm | |||||||||
ITT FLUID TECHNOLOGY
|
SHHR | SHEROTEC HOURLY ST | W | X | Pay Week -Monday | Unknown | Tues - 2pm | |||||||||
ITT FLUID TECHNOLOGY
|
WTBW | WET | B | X | Pay Week -Monday | Unknown | Tues - 2pm | |||||||||
ITT GOULDS PUMPS
|
CARBN | CARBON INDUSTRIES | B | X | Non Pay Week -Friday | ITTCO | Tues - 2pm | |||||||||
ITT GOULDS PUMPS
|
EVZHR | DIV-IPG, UNITS VU,PJ,QU WEEKLY | W | X | Pay Week -Monday | ITTCO | Tues - 2pm | |||||||||
ITT GOULDS PUMPS
|
H9WPS | PRO SHOP SALARY TX-BI-WEEKLY | B | X | Pay Week -Monday | ITTCO | Tues - 2pm | |||||||||
ITT GOULDS PUMPS
|
PROBW | BI WEEKLY CYCLE | B | X | Non Pay Week -Friday | ITTCO | Tues - 2pm | |||||||||
ITT GOULDS PUMPS
|
9XLCS | CITY OF INDUSTRY SALARY | B | X | Non Pay Week -Friday | ITTCO | Tues - 2pm | |||||||||
ITT GOULDS PUMPS
|
9XLSA | GOULDS IPGBI-WEEKLY SALARY | B | X | Non Pay Week -Friday | ITTCO | Tues - 2pm | |||||||||
ITT GOULDS PUMPS
|
92SHR | SF UNION -IPG-SU, CPG WU WKLY | W | X | Pay Week -Monday | ITTCO | Tues - 2pm |
34
Paid | Required | |||||||||||||||
EMPLOYER | CYCLE CODE | NAME | FREQ | Paid Lag | Current | Process Day | NEWCO | By | ||||||||
ITT CORPORATION(FRC)
|
FRCSA | GOULD SHARED SERVICES | B | X | Non Pay Week -Thursday | Unknown | Tues - 2pm | |||||||||
ITT GOULDS PUMPS PA
|
H9XSA | ASHLAND SALARY | B | X | Non Pay Week -Friday | Unknown | Tues - 2pm | |||||||||
ITT GOULDS PUMPS IPG
|
H9YSA | IPG SALARY | B | X | Non Pay Week -Thursday | ITTCO | Tues - 2pm | |||||||||
ITT ENERGY
ABSORPTION(ENIDINE)
|
EAHR | ENIDINE WEEKLY HOURLY EA | W | X | Pay Week -Tuesday | ITTCO | Tues - 2pm | |||||||||
ITT ENERGY
ABSORPTION(ENIDINE)
|
EASAL | ENIDINE BI-WEEKLYSALARY EA | B | X | Pay Week -Tuesday | ITTCO | Tues - 2pm | |||||||||
ITT ENERGY ABSORPTION (CAP)
|
CAHR | CAP WEEKLY HOURLY CA | W | X | Pay Week -Monday | ITTCO | Tues - 2pm | |||||||||
ITT ENERGY ABSORPTION (CAP)
|
CASAL | CAP BI-WEEKLY SALARY CA | B | X | Non Pay Week -Friday | ITTCO | Tues - 2pm | |||||||||
ITT CONTROLS (CMC)
|
BIHR | BILLERICA HOURLY CM | B | X | Pay Week -Tuesday | ITTCO | Tues - 2pm | |||||||||
ITT CONTROLS (CMC)
|
BISAL | BILLERICA BI-WEEKLY SALARY CM | B | X | Pay Week -Tuesday | ITTCO | Tues - 2pm | |||||||||
ITT CONTROLS (CMC)
|
CMHR | CMC BI-WEEKLY HOURLY CM | B | X | Pay Week -Tuesday | ITTCO | Tues - 2pm | |||||||||
ITT CONTROLS (CMC)
|
CMSAL | CMC BI-WEEKLY SALARY CM | B | X | Pay Week -Tuesday | ITTCO | Tues - 2pm | |||||||||
ITT-KALIBURN INC.
|
KBHR | KALIBURN HOURLY(BI-WEEKLY) | B | X | Pay Week -Tuesday | ITTCO | Tues - 2pm | |||||||||
ITT-KALIBURN INC.
|
KBSAL | KALIBURN SALARY(BI-WEEKLY | B | X | Pay Week -Tuesday | ITTCO | Tues - 2pm | |||||||||
ITT KONI
|
BWFRI | KONI FRICTION SALARIED | B | X | Non Pay Week -Thursday | ITTCO | Tues - 2pm | |||||||||
ITT KONI
|
BWKON | BI WEEKLY KONI | B | X | Non Pay Week -Thursday | ITTCO | Tues - 2pm |
35
Application Used to Produce | ||||||||
Query/Report Name | Information | Provider | Information Supplied | Frequency of Request | ||||
DWA87200___ MonthYear
|
Infinium Query | Debbie Weeks | Salaries Information of employees on Severance (Income Codes 00140 and 00270) | Monthly | ||||
Payroll by Individual
|
Business Objects | Carol Whisler | Payroll information of HQ Employees with names and cost centers | Monthly | ||||
Headcount
|
Business Objects | Idania Miro | Payroll information of HQ Employees with names and cost centers | Monthly |
36
Name | Title | Phone | ||||
Phil Zaleski Exelis Inc. |
Business Area Manager, Cyber Security Programs | phil.zaleski@itt.com | ||||
John J. Germain Xylem Inc. |
Director, Information Security Architecture, Engineering & Operations | john.germain@itt.com |
1
Minimum | ||||||||||||
BAU | Service | |||||||||||
Service | Transaction | Period | Service | |||||||||
Service # | Name | Description of Service | Volume | (in mo.) | Charge | |||||||
IT-SOC-01
|
Security Operations Center Support Services | Provide IT Security event monitoring and intrusion detection; and serves as a single point for information security related issues: | ||||||||||
Environmental Awareness Service Provider
will provide environmental awareness activities,
including Risk/Threat Analysis
|
1 Analysis per Month | |||||||||||
Management and Administration of Global IDS/IDP
Security Devices Service Provider will manage and
administer Global IDS/IDP Security Devices.
|
40 Modifications per Month | |||||||||||
Network Data Aggregation, Normalization, and
Correlation .Service Provider will provide network
data aggregation, normalization, and correlation for
the Service Receiver. Service Provider will provide
centralized management of network and security event
logs collected from multiple sources. Log and/or event
monitoring sources will include, but not limited to,
technologies such as:
|
||||||||||||
o Firewalls |
||||||||||||
o VPN concentrators |
||||||||||||
o Intrusion Detection/Prevention appliances |
1500 Security Events per Second | |||||||||||
o Content filters |
||||||||||||
o As well as other approved and agreed upon controlled
points that can provide insight and/or generate alerts
that detect real time threats to the enterprise |
3 | Cost plus 2% - 10% | ||||||||||
Service Provider will also leverage multiple levels of
alerting and threat identification to include:
o Predefined alerts |
||||||||||||
o Network anomaly detection rules |
||||||||||||
o Emerging cyber threat monitoring |
||||||||||||
Service Provider will ensure compliance with legal,
regulatory, and internal policies regarding records
management, incident documentation, and data retention
requirements for data within Service Providers
control. |
||||||||||||
Help Desk Service Provider will make
available the IT-SOC Help Desk, via phone or email, to
provide assistance for security-related issues or
concerns to the Service Receivers IT and/or Management
staff.
|
30 Contacts per Month | |||||||||||
Metrics/KPIs Reporting Service Provider will
provide metrics to communicate overall effectiveness of
IT-SOC activities and investigations. Service Provider
is able to organize, manage, and visualize data, as
well as produce reports that identify baselines and
projected targets; trending; and standardized key
metrics tailored to Service Receivers business needs.
|
1 Status Report per Week |
2
| Federal/State/Local Law Enforcement (Investigations) | ||
| Department of State / Department of Commerce (Compliance) | ||
| Department of Defense | ||
| The Defense Industrial Base (DIBNet-U and DIBNet-S) Interaction and Information Sharing |
Scenario | One-Time Setup Fees | Monthly Fees | ||
Service Volume within
BAU [Note: BAU
already includes +/-
10% of
pre-distribution date
volumes]
|
No incremental one-time fees when Service Receiver utilizes services and structure as-is with no changes under this agreement | Steady-State fee structure for requisite service as documented below | ||
Service Volume
greater or less than
BAU
|
Service Provider will develop a commercially reasonable quote for acceptance by the Service Receiver provided the Service Receiver utilizes services and structure as-is with no significant changes under this agreement | Service Provider will develop a commercially reasonable quote for acceptance by the Service Receiver incremental to the base service costs documented below for the requisite service |
3
Service # | Service Name | Description of Service | Service Charge ($/hour) | |||
IT-SOC-02
|
Security Operations Center Migration | Service Provider will make commercially reasonable efforts to assist Service Receiver in exiting of this agreement. These efforts include: | Time and Materials Based on Additional Pricing Section | |||
Support of
data extraction
requests from the
Service Receiver |
||||||
Providing
Subject Matter
Expertise in helping
the Service Receiver
understand current
state of the Security
Operations Center |
||||||
IT-SOC-03
|
Security Operations Center Knowledge Transfer | Service Provider will provide the following knowledge transfer services: | Time and Materials Based on Additional Pricing Section | |||
Existing
non-sensitive
documentation
maintained by the
Service Provider will
be given to the
Service Receiver as
it relates to the
Security Operations
Center |
4
| If Service Receiver provides inaccurate information to Service Provider, it will be the responsibility of the Service Receiver to rectify any problems and bear any costs incurred to rectify the issue. | ||
| Service Receiver must coordinate with Service Provider to ensure that either direct access to Receivers network is available, or access to a data collector in Receivers network is available for the period of this TSA. | ||
| Service Receiver must configure its appliances in order to forward data logs to Service Provider. | ||
| Service Receiver must provide appropriate global administrative credentials to Service Provider in order to manage intrusion prevention system. | ||
| Service Receiver must provide a list of appropriate contacts and points of escalation. | ||
| Security and access controls will be maintained as set forth in the Master Services Agreement. |
5
Location | Low | Medium | High | |||||||||
USA |
$ | 75 | $ | 100 | $ | 125 | ||||||
Greece |
$ | 35 | $ | 46 | $ | 58 | ||||||
Mexico |
$ | 19 | $ | 25 | $ | 31 | ||||||
Sweden |
$ | 75 | $ | 100 | $ | 125 |
6
1. | ITT IT Security Operations Center: Phone: 800 (Mondays Fridays; 7 am5 pm ET) Email: |
2. | In instances where there is an emergency or suspected situation occurring, please contact the IT-SOC Director and/or Assistant Director directly, 24/7, utilizing the contact information below: |
Director | ITT IT Security Operations Center |
Assistant Director | ITT IT Security Operations Center |
7
Name | Title | Phone | ||||
Dan Johnston Exelis Inc. |
Enterprise Applications Manager |
|
dan.johnston@itt.com | |||
Donna Sanabria Xylem Inc. |
IT Director, Corporate Functions and PMO | donna.sanabria@itt.com |
Minimum | ||||||||||||
BAU | Service | |||||||||||
Service | Transaction | Period | Service | |||||||||
Service # | Name | Description of Service | Volume | (in mo.) | Charge | |||||||
Provide Infinium Application HR, Payroll, and General Ledger Related Support Services: | ||||||||||||
IT-Infinium-01
|
Infinium Application HR, Payroll and related GL Support Services | Access to
Infinium Application
Service Provider
will provide access
to application
through form(s)
signed off by the
appropriate signing
authority or
designated Executive
per the Master
Services Agreement,
and submitted through
Remedy tickets.
Service Provider will
give access to the
requested menu
options. Service
Provider will provide
access to application
for authorized
service receiver
users per the
security guidelines
outlined in the
Master Services
Agreement. Service
Provider will create
new application and
database users
pre-approved by
Service Recipient,
maintain application
and database
passwords, maintain
application and
database security to
meet security and
controls guidelines
identified in Master
Services Agreement,
as well as monitor
and restrict
unauthorized access
to source code and
data. Service
Provider will
maintain production
batch schedule,
execute batch jobs,
assess impact of
failed batch jobs,
and adjust schedule
to account for batch
job failures and
delays. Service
Provider will execute
web server and
application server
configuration
changes, monitor and
maintain application
administration Cron
jobs and shell
scripts. Time
required to provide
access to the
application will be
within (5) five
business days.
Infinium
Support & Maintenance
Service Provider
will monitor incident
resolution requests
as reported via
Remedy tickets,
recommend and notify
Service Receiver, and
implement incident
resolution or
expected fix from
vendor per the SLA
outlined in the
Service Level section
of this agreement.
Service Provider will
identify and
communicate breaks in
application
discovered by
automated or
monitoring system,
develop solution and
approach to address
break in application,
and implement fixes
to resolve break in
application.
Infinium
Database Support
Service Provider will
trouble shoot
database related
incidents as reported
via Remedy tickets.
These activities
include maintaining
database schemas if
necessary, performing
data cleanup
activities as well as
scheduled maintenance
activities,
requesting
database/file
restores, and
providing support for
all database issues
in production and
test/development
environments.
Custom
reports and data
extracts will be
provided as necessary
to support legal,
audit and compliance
tasks when requested
by authorized
individuals.
|
65 calls/ month 6 calls/ month |
18 | Costs will be passed through as part of the HR/Payroll/Benefits TSA |
2
Minimum | ||||||||||||
BAU | Service | |||||||||||
Service | Transaction | Period | Service | |||||||||
Service # | Name | Description of Service | Volume | (in mo.) | Charge | |||||||
Ad-Hoc
development/services
or processing of
reports consistent
with what was
provided in the 12
months prior to the
distribution date
will be supported as
part of this
agreement. Any new
Ad-Hoc reporting
requirements will be
considered
out-of-scope and will
be provided on a time
and materials basis
as described in the
Additional Pricing
section of this
agreement.
Any
modification of
3rd Party
Interfaces consistent
with support of BAU
or seasonal business
processes which were
provided with
existing internal
resources in the 12
months prior to the
distribution date
will be supported as
part of this
agreement. Any
changes to 3rd party
relationships which
require new interface
modifications or
re-writes are not
included as part of
the scope of this
agreement and will be
provided on a time
and materials basis
as described in the
Additional Pricing
section of this
agreement. |
||||||||||||
Provide Infinium Application General Ledger Support for Enterprise Accounting Function: | ||||||||||||
IT-Infinium-02
|
Infinium Application GL Services for Enterprise Accounting Function Support Services |
Access to
Infinium Application
Service Provider
will provide access
to application
through form(s)
signed off by the
appropriate signing
authority or
designated Executive
per the Master
Services Agreement,
and submitted through
Remedy tickets.
Service Provider will
give access to the
requested menu
options. Service
Provider will provide
access to application
for authorized
service receiver
users per the
security guidelines
outlined in the
Master Services
Agreement. Service
Provider will create
new application and
database users
pre-approved by
Service Recipient,
maintain application
and database
passwords, maintain
application and
database security to
meet security and
controls guidelines
identified in Master
Services Agreement,
as well as monitor
and restrict
unauthorized access
to source code and
data. Service
Provider will
maintain production
batch schedule,
execute batch jobs,
assess impact of
failed batch jobs,
and adjust schedule
to account for batch
job failures and
delays. Service
Provider will execute
web server and
application server
configuration
changes, monitor and
maintain application
administration Cron
jobs and shell
scripts. Time
required to provide
access to the
application will be
within (5) five
business days.
Infinium
Support & Maintenance
Service Provider
will monitor incident
resolution requests
as reported via
Remedy tickets,
recommend and notify
Service Receiver, and
implement incident
resolution or
expected fix from
vendor per the SLA
outlined in the
Service Level section
of this agreement.
Service Provider will
identify and
communicate breaks in
application
discovered by
automated or
monitoring system,
develop solution and
approach to address
break in application,
and implement fixes
to resolve break in
application.
|
65 calls/ month 6 calls/ month |
18 | Costs will be passed through as part of General Ledger Accounting ITT HQ TSA |
3
Minimum | ||||||||||||
BAU | Service | |||||||||||
Service | Transaction | Period | Service | |||||||||
Service # | Name | Description of Service | Volume | (in mo.) | Charge | |||||||
Infinium
Database Support
Service Provider will
trouble shoot
database related
incidents as reported
via Remedy tickets.
These activities
include maintaining
database schemas if
necessary, performing
data cleanup
activities as well as
scheduled maintenance
activities,
requesting
database/file
restores, and
providing support for
all database issues
in production and
test/development
environments.
Custom
reports and data
extracts will be
provided as necessary
to support legal,
audit and compliance
tasks when requested
by authorized
individuals.
Ad-Hoc
development/services
or processing of
reports consistent
with what was
provided in the 12
months prior to the
distribution date
will be supported as
part of this
agreement. Any new
Ad-Hoc reporting
requirements will be
considered
out-of-scope and will
be provided on a time
and materials basis
as described in the
Additional Pricing
section of this
agreement.
Any
modification of
3rd Party
Interfaces consistent
with support of BAU
or seasonal business
processes which were
provided with
existing internal
resources in the 12
months prior to the
distribution date
will be supported as
part of this
agreement. Any
changes to 3rd party
relationships which
require new interface
modifications or
re-writes are not
included as part of
the scope of this
agreement and will be
provided on a time
and materials basis
as described in the
Additional Pricing
section of this
agreement. |
||||||||||||
Provide Infinium Accounts Payable and Currency Management Support for Enterprise Accounting Function: | ||||||||||||
IT-Infinium-03
|
Infinium Application AP and CM Support Services | Access to
Infinium Application
Service Provider
will provide access
to application
through form(s)
signed off by the
appropriate signing
authority or
designated Executive
per the Master
Services Agreement,
and submitted through
Remedy tickets.
Service Provider will
give access to the
requested menu
options. Service
Provider will provide
access to application
for authorized
service receiver
users per the
security guidelines
outlined in the
Master Services
Agreement. Service
Provider will create
new application and
database users
pre-approved by
Service Recipient,
maintain application
and database
passwords, maintain
application and
database security to
meet security and
controls guidelines
identified in Master
Services Agreement,
as well as monitor
and restrict
unauthorized access
to source code and
data. Service
Provider will
maintain production
batch schedule,
execute batch jobs,
assess impact of
failed batch jobs,
and adjust
|
18 | Costs will be passed through as part of General Ledger Accounting ITT HQ TSA |
4
Minimum | ||||||||||||
BAU | Service | |||||||||||
Service | Transaction | Period | Service | |||||||||
Service # | Name | Description of Service | Volume | (in mo.) | Charge | |||||||
schedule
to account for batch
job failures and
delays. Service
Provider will execute
web server and
application server
configuration
changes, monitor and
maintain application
administration Cron
jobs and shell
scripts. Time
required to provide
access to the
application will be
within (5) five
business days.
Infinium
Support & Maintenance
Service Provider
will monitor incident
resolution requests
as reported via
Remedy tickets,
recommend and notify
Service Receiver, and
implement incident
resolution or
expected fix from
vendor per the SLA
outlined in the
Service Level section
of this agreement.
Service Provider will
identify and
communicate breaks in
application
discovered by
automated or
monitoring system,
develop solution and
approach to address
break in application,
and implement fixes
to resolve break in
application.
Infinium
Database Support
Service Provider will
trouble shoot
database related
incidents as reported
via Remedy tickets.
These activities
include maintaining
database schemas if
necessary, performing
data cleanup
activities as well as
scheduled maintenance
activities,
requesting
database/file
restores, and
providing support for
all database issues
in production and
test/development
environments. |
20 calls/ month 6 calls/ month |
* | BAU volumes will be calculated on a rolling 12-month average to account for seasonal fluctuations and any temporary spike in service volumes post-spin. | |
* | For BAU volumes, one incident will be considered the equivalent of one call (regardless of the number of phone conversations related to the same issue). |
| Employee Self Service Module (including Online Benefits Enrollment) |
Scenario | One-Time Setup Fees | Monthly Fees | ||
Service Volume within BAU [Note: BAU already includes +/- 10% of pre-distribution date volumes] | No incremental one-time fees when Service Receiver utilizes services and structure as-is with no changes under this agreement | Steady-State fee structure for requisite service as documented below |
5
Scenario | One-Time Setup Fees | Monthly Fees | ||
Service Volume greater or less than BAU | Service Provider will develop a commercially reasonable quote for acceptance by the Service Receiver provided the Service Receiver utilizes services and structure as-is with no significant changes under this agreement | Service Provider will develop a commercially reasonable quote for acceptance by the Service Receiver incremental to the base service costs documented below for the requisite service. |
Service # | Service Name | Description of Service | Service Charge ($/hour) | |||
Service Provider will make commercially reasonable best efforts to assist Service Receiver in exiting of this agreement. These efforts include: | ||||||
IT-Infinium-04 |
Infinium Migration | Support of
data extraction
requests from the
Service Receiver |
||||
Providing
Subject Matter
Expertise in helping
the Service Receiver
understand current
state data schema and
configuration details
|
Time and Materials Based on Additional Pricing Section | |||||
Service Provider will
provide the following
knowledge transfer
services: |
||||||
IT-Infinium-05
|
Infinium Knowledge Transfer |
Existing
non-sensitive
documentation
maintained by the
Service Provider will
be given to the
Service Receiver as
it relates to the
Infinium Application
and related
interfaces
|
Time and Materials Based on Additional Pricing Section |
6
| Service Receiver will maintain the applications and interfaces documented in Attachment A. | ||
| Any IT services required to support business services outlined in the HR/Payroll/Benefits TSA and which were provided in the 12 months prior to the distribution date will be supported as part of this agreement. | ||
| If Service Receiver sends inaccurate data to Service Provider it will be the responsibility of the Service Receiver to rectify any problems and bear any costs incurred to rectify the issue. | ||
| Security and access controls will be maintained as set forth in the Master Services Agreement. |
7
Location | Low | Medium | High | |||||||||
USA |
$ | 75 | $ | 100 | $ | 125 | ||||||
Greece |
$ | 35 | $ | 46 | $ | 58 | ||||||
Mexico |
$ | 19 | $ | 25 | $ | 31 | ||||||
Sweden |
$ | 75 | $ | 100 | $ | 125 |
8
Program | Source | Destination | ||||||||
Name | Business Purpose | Vendor | System | System | ||||||
XYCISPACPU XYCISPAC |
AC ISP Rate change file | ACS | ACS | Infinium | ||||||
CPEGHERH CPEGHERU CPEGSERA |
To update Infinium HR; contains pension data | Buck | Buck | Infinium | ||||||
XPYCCT200 | Load and List wage request file from Cartus | CARTUS | CARTUS | Infinium | ||||||
XPYCCT200C | Load Cartus file and process-batch job | CARTUS | CARTUS | Infinium | ||||||
XPYCCT200P | Bring in Cartus Wage Request file | CARTUS | CARTUS | Infinium | ||||||
XPYCCT300C | Load Cartus Gross Ups | CARTUS | CARTUS | Infinium | ||||||
XYGCONCUR | Re-Apply Concur (PYPME History) to Payroll | Concur | Concur | Infinium | ||||||
XCHGLDEMP | Concur Load Employees from INFIN | Concur | Concur | Infinium | ||||||
FPYCEEMTIN XYCEEMTIN XCHCCRTPAY |
Expense transations | Concur | Concur | Infinium | ||||||
XYCEEMTIN | CONCUR travel process expense records | Concur | Concur | Infinium | ||||||
FPYCBGFTP | Labor feed 800 | Infinium | B&G | Infinium | ||||||
NPYCCAFTP | Labor feed CQC | Infinium | Canada | Infinium | ||||||
FPYCKINT | Canadian Kronos Labor interface to Infinium | Infinium | Canada Krono |
Infinium | ||||||
FPYCCPSFTP | Labor To Daily Time (CPSAL) | Infinium | CPSAL | Infinium | ||||||
FPYCFFSFTP | Labor Load (FFSAL) | Infinium | FFSAL | Infinium | ||||||
FPYCFISFTP | Labor Load(FISAL) | Infinium | FISAL | Infinium |
9
Program | Source | Destination | ||||||||
Name | Business Purpose | Vendor | System | System | ||||||
FPYCFTFTP | Labor feed 831 | Infinium | FLOBW | Infinium | ||||||
FPYCJOFTP | Labor feed 800 | Infinium | Flojet | Infinium | ||||||
FPYCFLSFTP | labor laod(FLSAL) | Infinium | FLSAL | Infinium | ||||||
FPYCGPFTP6 | Labor Load (GPH9V) | Infinium | G9H | Infinium | ||||||
FPYCGPFTP3 | Labor feed 810 | Infinium | Gould Pumps - EVZ | Infinium | ||||||
FPYCGPFTPA | Labor feed 835 | Infinium | Gould Pumps - WTG |
Infinium | ||||||
FPYCHTFTP | Labor feed 800 | Infinium | Heat | Infinium | ||||||
? | Labor feed 905 | Infinium | Koni Sal | Infinium | ||||||
FPYCKBSFTP | Labor feed for Olympic | Infinium | Olympic | Infinium | ||||||
FPYCPISFTP | Time(PISAL) | Infinium | PISAL | Infinium | ||||||
FPYCRUHR | Labor feed 860 | Infinium | Rule Hr | Infinium | ||||||
FPYCRUSAL | Labor feed 860 | Infinium | Rule Sal | Infinium | ||||||
FPYCWPCFTP | Time(WPC) | Infinium | WCP | Infinium | ||||||
CPYCBIWHR | Labor Load (BIWHR) | Infinium | BIWHR | Infinium |
10
Program | Source | Destination | ||||||||
Name | Business Purpose | Vendor | System | System | ||||||
XPEGPR | Promotions | Infinium | Excel | Infinium | ||||||
XPEGSC3 | Salary Changes | Infinium | Excel | Infinium | ||||||
FPYCEEMDLY | FTC Employee Master to be FTP | ITT | Infinium | Infinium | ||||||
FPYCGLID | FTC GL to be sent out to FTC | ITT | Infinium | Infinium | ||||||
FPYCGLIG | Goulds GL to be FTP | ITT | Infinium | Infinium | ||||||
NPYCCIM1ST | Cannons Full Employee Master Update To Cim | ITT | Infinium | Cannon | ||||||
XPECJHUP | Send file to Hancock | John Hancock | Infinium | John Hancock | ||||||
XECJHLT | John Hancock Eligbility | John Hancock | Infinium | John Hancock | ||||||
XPYCHCK01 | Receive Long Term Care file | John Hancock | John Hancock |
Infinium | ||||||
Receive Long Term Care Billing file | John Hancock | John Hancock |
Infinium | |||||||
XPYCJH07 | Receive life plus file | John Hancock | John Hancock |
Infinium | ||||||
XPYCJH08 | Upload Life Plus file | Marsh | Infinium | Marsh | ||||||
XPYPRUDEM | Send Prudential Demographics Systems |
Prudential | Infinium | Prudential | ||||||
XPYP880D, 881D, 882D, 883D |
Prudential Systems Demographics(ENI, CAP, CMC, ECI) |
Prudential | Infinium | Prudential | ||||||
XYCRME | Receive and process autotime car allowance | Runzheimer | Runzheimer | Infinium | ||||||
XRCSBP | Smith Barney EMAIL ADDRESSES | Smith Barney | Infinium | Smith Barney | ||||||
XRCSBP | Smith Barney PARTICIPANTS | Smith Barney | Infinium | Smith Barney | ||||||
XPYSBRES1 | Receive Smith Barney Restricted | Smith Barney | Smith Barney |
Infinium | ||||||
CCUCPWDR | Re-send check recon to bank | Wells Fargo | Infinium | Wells Fargo | ||||||
XPYCCTACH | Payroll ACH | Wells Fargo | Infinium | Wells Fargo | ||||||
XPYCWFREC | CLP to receive check recon file from Wells Fargo | Wells Fargo | Wells Fargo | Infinium | ||||||
XPYCWFREC | Receive Check recon | Wells Fargo | Wells Fargo | Infinium |
11
Priority | Accept | Resolve Incidents | ||
Urgent | 30 mins | 1 hr | ||
High | 1 hr | 4 hrs | ||
Medium | 2 hrs | 8 hrs | ||
Low | 4 hrs | 48 hrs |
12
Name | Title | Phone | ||||
Suleiman Walker Exelis Inc. |
Messaging Manager | sule.walker@itt.com | ||||
Jakob Jakobsson Xylem Inc |
Manager Directory Services & Messaging | jakob.jakobsson@itt.com |
1
Service | Transaction | Service | ||||||||||
Service # | Name | Description of Service | Volume | Duration | Charge | |||||||
IT-Email Forwarding-01 |
Email Forwarding Support Services |
Provide Email Forwarding services for email messages sent to ITT.com. Service Provider will forward messages to new Service Receiver domain addresses. | Unlimited number of emails forwarded | 18 | Cost plus 2% - 10% |
| Filtering of spam beyond SenderBase reputation level | ||
| Legal holds Emails will not be saved as they will be forwarded to the Service Receiver, and it is the Service Receivers obligation to save emails if required by their legal counsel | ||
| Updating of Service Receivers domain changes |
| Unusual increase in volume of emails | ||
| Threats to security | ||
| Constraints to network resources |
2
| Service Receiver cannot create additional ITT.com email addresses | ||
| Service Receiver must have Cisco Iron Port hardware and software licenses active and maintained for the period of time in which this agreement is in effect. | ||
| Service Receiver must have Transport Layer Security (TLS) enabled and maintained for the period of time in which this agreement is in effect. | ||
| Service Receiver must have Microsoft Exchange active and maintained for the period of time in which this agreement is in effect. | ||
| Security and access controls will be maintained as set forth in the Master Services Agreement. | ||
| Service Receiver must have a Technical Assistance Agreement in place with the U.S. Government for the period of time in which this TSA agreement is in effect for any non-US citizens who are Exchange Org Administrators and Enterprise Administrators administrating (or give themselves permission to) the Americas site from outside the US. |
3
Location | Low | Medium | High | |||||||||
USA |
$ | 75 | $ | 100 | $ | 125 | ||||||
Greece |
$ | 35 | $ | 46 | $ | 58 | ||||||
Mexico |
$ | 19 | $ | 25 | $ | 31 | ||||||
Sweden |
$ | 75 | $ | 100 | $ | 125 | ||||||
4
Name | Title | Phone | ||||
Service Providers Contact |
||||||
Exelis Inc. Joe Daniel |
TSA Manager | Joe.daniel@itt.com | ||||
Service Recipients Contact |
||||||
Xylem Inc. Tim Coogan |
TSA Manager | Tim.Coogan@itt.com |
2
3
Service | Hourly Rate* | |
Hourly Rate Administrative/Secretarial
|
$50 per hour | |
Hourly Rate for a Non Executive
|
$100 per hour | |
Hourly Rate for an Executive
|
$150 per hour |
* | Note: In cases where invoicing is done outside the United States, the above rates should be converted to local currency based on the exchange rate on the date the invoice is prepared. |
4
1 Scope |
3 | |||
2 Technical Support Requirements |
3 | |||
2.1 Routine Application Maintenance |
3 | |||
2.1.1 Routine Tasks |
3 | |||
2.1.2 Outages |
3 | |||
2.2 Change and Improvement Process |
4 | |||
2.2.1 Change Request Analysis |
4 | |||
2.2.2 Change Request Processing |
4 | |||
2.3 Testing |
4 | |||
3 Deliverables |
4 | |||
4 Training and Support |
4 | |||
5 Place of Performance |
5 | |||
6 Period of Performance |
5 | |||
7 Project Management |
5 | |||
8 Labor Categories and Rates |
5 |
ITT Proprietary Information | Page ii |
1 | Scope |
The software application Due Diligence Manager (DDM) is a web-based, data-driven software application that provides the ITT Due Diligence staff with the capabilities that directly support the due diligence process. The SOW describes approach for identifying, scoping, estimating, developing, testing, deploying, and maintaining the software and application operation of the DDM application. |
This document describes the requirements for maintaining and modifying the ITT Due Diligence Manager software application, including the underlying database. |
2 | Technical Support Requirements |
2.1 | Routine Application Maintenance |
ITT AIS Development Staff will perform all routine application sofware maintenance tasks to ensure that the DDM software application is available to the user community on an continuous basis. |
2.1.1 | Routine Tasks |
ITT AIS Development Staff will periodically identify and correct latent issues discovered during normal operations. These tasks include Application Server settings, configuration, software upgrades and patches. These tasks are typically background and housekeeping tasks that should not affect active users. |
2.1.2 | Outages |
In the event of a failure (outage, defined as non-availability of DDM application software functionality), the develop staff will make every attempt to restore software availability. |
For software-related outages, ITT AIS Development Staff will investigate the reported issue, determine the cause, correct the issue source, deploy a corrective update, verify the correction, and notify the issue initiator of the resolution. |
Outages that are not immediately identifiable as due to a DDM software issue, must be directed to the ITT organizations IT data center help desk, who will initiate a support ticket and process that ticket to resolve the issue based on internal processes defined by that organization. ITT AIS Development Staff will support that effort to determine the source of the outage. |
ITT Proprietary Information | Page 3 |
2.2 | Change and Improvement Process |
Requests for modifying the design, functionality or configuration of the DDM software application shall be presented to the development staff by the user community through a change request document. |
2.2.1 | Change Request Analysis |
The ITT AIS development staff will review each request and develop an estimate for the level of effort required to implement the requested change. This activity may include dialogue with the initiating organization in order to ensure understanding of the objectives and outcomes of the requested change. |
2.2.2 | Change Request Processing |
ITT AIS staff will process the final RFC proposal through internal contracting offices, ultimately to be released to the requesting activity as a proposal for implementing the final change request. Once the requesting organization approves a proposal and the requisite contractual documentation is finalized, ITT AIS development staff will schedule and execute the finalized change request. Once the change is completed, ITT AIS will deploy the change to the live DDM server for review by the requesting organization. After completing a comprehensive review of the deployed application software change, and after providing ITT AIS Development Staff with approval ITT AIS Development Staff will close the change request by initiating a contract closure letter to the requesting organization. |
2.3 | Testing |
Prior to deployment of all requested and approved changes, DDM software changes will be thoroughly tested using ITT AIS Development Staffs internal test process. The test objectives, steps, and results will be documented in an appropriate format to ensure that testing has been conducted and that any resultant software bugs have been resolved. |
3 | Deliverables |
For Change Requests that impact the DDM User Guide or DDM Administrator Guide ITT AIS Development Staff will update the affected documentation and release to the requesting organization an update in pdf format. |
4 | Training and Support |
For Change Requests that include signification changes where training on new fieatures and functionality are requested as part of the Change Request, ITT AIS Development Staff will schedule and conduct an on-line training course to cover the |
ITT Proprietary Information | Page 4 |
areas affected. Training will be addressed and included in the proposal for each Change Request as needed. |
If requested, the ITT AIS Development Staff will provide technical training to ITTs IT staff for further support and build-out the DDM application source code and application web server. This support will be estimated and quoted through the same process desciribed above for change requests. |
5 | Place of Performance |
All development tasks will be performed at ITT AIS site in Chesapeake, VA. | ||
6 | Period of Performance |
The proposed project schedule will be provided on a case by case basis. The final schedule will be updated once the project is accepted by the requesting organization. |
7 | Project Management |
ITT AIS Development Staff will identify DDM project manager who will be responsible for ensuring that the agreed-upon tasks identified in the final accepted proposal are scheduled, tracked, and completed in accordance with the project schedule. Any issues affecting cost, schedule, or technical performance will be brought to the attention of the client as soon as possible for resolution. |
8 | Labor Categories and Rates |
Labor categories to be applied to tasks under this SOW are listed below. These rates are estimates. Each task order will require a formal quote issued by ITT AIS Contracts Office based on the level of effort estimates as described in paragraph 2.2. |
Labor Category | Estimated Labor Rate | |||
Project Manager |
Cost Plus 2% -10% | |||
Sr. Software Engineer |
Cost Plus 2% -10% | |||
Software Engineer |
Cost Plus 2% -10% |
ITT Proprietary Information | Page 5 |
1. | Payroll TSA = Payroll Processor, Cost, ITT 33.3%, Exelis 33.3%, Xylem 33.3%. | |
2. | Payroll TSA = Payroll Processor, Cost, ITT 33.3%, Exelis 33.3%, Xylem 33.3%. | |
3. | AP TSA = AP Processor, Cost, 100% Exelis. | |
4. | AP TSA, PRMS TSA, PAYROLL TSA, eBUYITT TSA, TELECOM TSA, PCARD TSA = Project Manager, Cost, ITT 33.3%, Exelis 33.3%, Xylem 33.3%. | |
5. | DATA CUSTODIAN TSA = Data Custodial Analyst, Cost, 100% Exelis. | |
6. | DATA CUSTODIAN TSA = Data Custodial Lead, Cost, 100% Exelis. | |
7. | AP TSA, PRMS TSA, PAYROLL TSA, eBUYITT TSA, TELECOM TSA, PCARD TSA = Business Analyst, Cost, ITT 33.3%, Exelis 33.3%, Xylem 33.3%. | |
8. | AP TSA, PRMS TSA, PAYROLL TSA, eBUYITT TSA, TELECOM TSA, PCARD TSA = Business Analyst, Cost, ITT 33.3%, Exelis 33.3%, Xylem 33.3%. | |
9. | Nogales Services TSA = General Accounting Manager Cost, Xylem 100% | |
10. | Nogales Services TSA = Payroll Accountant, Cost, Xylem 100% |
To Landlord:
|
as set forth on Exhibit L | |
w/copy to:
|
as set forth on Exhibit L | |
To Tenant:
|
as set forth on Exhibit L | |
w/copy to:
|
as set forth on Exhibit L |
LANDLORD: | ||||||||
By: | ||||||||
Name: | ||||||||
Title: | ||||||||
TENANT: | ||||||||
By: | ||||||||
Name: | ||||||||
Title: | ||||||||
Corresponding | ||||||||
Material Terms | ||||||||
Exhibit | Building/Premises | Landlord | Tenant/Sublessor | Sublessee | ||||
L-1
|
ITT Cannon de Mexico, S.A. de C.V. Avenida del Libre Comercio S/N Entre Calzada Industrial Nuevo Nogales y Calzeda del Raquet Club Col. Parque Industrial Nuevo Nogales Nogales, Sonora C.P. 84093 | ITT Cannon de Mexico, S.A. de C.V. | Jabsco Sociedad de Responsabilidad Limitada de Capital Variable |
NA | ||||
L-2
|
666 East Dyer Road Santa Ana, Ca. USA 92705 | ITT Cannon LLC | Flow Control LLC | NA | ||||
L-3
|
Millwey Rise Industrial Estate Axminster EX13 5HU, United Kingdom |
Lowara (UK) Ltd. | ITT Industries Ltd. | NA | ||||
L-4
|
#74 WSO Bayard St. Seneca Falls, NY | Xylem Inc. | ITT Corporation | NA |
1
Building
|
ITT Cannon de Mexico, S.A. de C.V. Avenida del Libre Comercio S/N Entre Calzada Industrial Nuevo Nogales y Calzeda del Raquet Club Col. Parque Industrial Nuevo Nogales Nogales, Sonora C.P. 84093 |
|
Prime Lease (as amended)
|
Not applicable facility is owned by ITT Cannon de Mexico, S.A. de C.V. | |
Landlord
|
ITT Cannon de Mexico, S.A. de C.V. | |
Tenant
|
Jabsco Sociedad de Responsabilidad Limitada de Capital Variable | |
Premises (square feet)
|
358,000 Sq Ft | |
Subleased Premises (square feet) |
59,541 square feet, as depicted on the floor plan attached hereto. Permitted uses general office, warehouse, computer servers, and assembly and pump sanitation. Fabrication ( examples machining, plating, molding, silk screening, die casting etc) activities are expressly not allowed | |
Term & Option
|
12 months Commencing on the Commencement Date | |
Tenant will have the option to renew at 1.15 times base rent as noted below for an additional 3 months, if written notice is provided to the Landlord 60 days prior to the termination of this agreement. Tenant will have the option to terminate this agreement at any time after the 1st 6 months with 6 months advance written notice to the landlord | ||
Base Rent
|
Cost plus 2% - 10% Mexican Pesos per month (Cost plus 2% - 10% notional US Dollars) payable in Mexican Pesos plus 11%VAT |
|
Sublessees
Proportionate Share of
Additional Rent
|
Not Applicable | |
Notices
|
Landlord Suzy Lee 666 East Dyer Road Santa Ana, Ca. 92705 Tenant Dan Kelly 1133 Westchester Avenue White Plains, NY 10605 |
2
Rent Payments
|
a. Unless otherwise directed by Landlord in writing, all Rent payments shall be made
to Landlord in Mexico Pesos at the address identified in the above Notice
provision. |
|
b. Rent payments are to be made monthly in advance upon presentation of invoice to
the Tenant. 1st rent payment is due within 5 days after Commencement Date.. Subsequent rent payments are due every 30 days. It is tenants full responsibility
to pay rent on a timely basis. |
||
c. Payments over 10 days late will be charged interest at a rate of 10% per annum |
||
Services to be
provided by
Landlord as a part
of the monthly base
rent
|
Building maintenance, fire protection, building security, janitorial, pest control, tenant parking, utilities, building insurance, real property taxes, grounds maintenance, and mail separation at the ICS reception desk. | |
Special Provisions
|
a. Tenant will be required to provide, install, and pay for any capital improvements
(building, furniture, computers, and equipment) required during the term of the
agreement. Installation of capital equipment requires landlord approval in advance. |
|
b. Tenant agrees to provide at its own expense building reception services via its
own entrance to the facility and mail room services |
||
c. Tenant will be required to provide and pay for all support and services required
to move out of the facility at the end of the lease term. If tenant requires
contractors to assist them in moving out of the facility, tenant agrees to provide
landlord with proof of adequate contractor insurance coverage prior to contractor
entering into the facility. |
||
d. Tenant agrees to remove all of their personal property from the Premises at the
end of the lease term. Tenant must return rented space to pre move in condition,
with the exception of the offices, which should be left in an as is condition. This
includes phones purchased directly by the Tenant, but excludes any phones provided by
the landlord. |
||
e. Tenant will be required to provide and pay for all support and services required
to move into a new facility at the end of the lease term. |
||
f. Landlord will provide tenant with 40 unassigned parking spaces in the Landlords
parking lot located on the facility grounds |
||
g. Tenant agrees that all cabling that is used to attached Tenants PCs to the IT
infrastructure will remain the property of the landlord and will not be removed by
the Tenant at the end of the lease term. |
||
h. All PC connection equipment will be designated as the property of the Tenant and
will be removed by the Tenant at Tenants expense at the end of the term of this
agreement |
3
i. Fixed assets on the books of the landlord as of the Commencement date will remain
the property of the Landlord during and at the end of the lease term. |
||
j. Fixed assets on the books of the Tenant as of the date of the ITT separation will
remain the property of the Tenant during and at the end of the lease term. |
||
k. Tenant agrees to provide all IT support necessary to maintain Tenants Server Room
at its own cost. Upon termination of this agreement, Tenant will provide all required
support at its own cost to shutdown, package and remove the servers from the
Premises. |
||
l. Tenant agrees to pay all personal property taxes associated with Tenants personal
property located on the Premises. If Landlord is required to pay personal property
taxes on Tenants personal property, Tenant agrees to immediately reimburse Landlord. |
||
m. Tenant will not be allowed to access the ICS computer network. Tenants employees
will be allowed to access Tenants own computer network via wireless or landline data
connections on the Premises |
||
n. Tenant shall have the reasonable right to use, and Landlord shall at all times
have exclusive control of, and operate and maintain, the Common Areas including, but
not limited to the cafeteria in the manner Landlord may reasonably determine to be
appropriate. |
||
o. Tenants employees will not be allowed access to any ICS / Landlord manufacturing
areas including but not limited to ITAR restricted areas. Tenants employees will be
required to show proper identification to enter the facility as determined by the
Landlord |
||
p. Tenants minimum General Liability Insurance Policy and Property insurance shall
be Two Million Dollars ($2,000,000) and must be paid for by tenant. |
||
q. Tenant has no right to sublease their space. |
||
r. Tenant agrees not to put up any external or internal signs during the term of the
agreement, except for signs related to the production and assembly of Tenants
products, which can be displayed in Tenants assembly area. |
||
s. Tenant will supply at Tenants cost, a phone PBX system and phones to be used by
Tenants employees during the course of this agreement. Tenant will enter into its
own contract for phone service at the facility and all costs associated with this
contract will be paid for by Tenant |
||
t. Tenant also agrees to enter into a contract for cafeteria services for its
employees located at the facility and all costs associated with this contract will be
paid for by Tenant |
||
u. Water Discharges |
||
i. Tenant must provide Landlord with copy of |
4
analysis of water discharges, Air
Emissions, Fire Risk, Hazardous materials, Hazardous waste as often as required by
the Safety and Environmental Laws and Regulations or upon reasonable request |
||
ii. Tenants Water discharge analysis must be performed in coordination with
Landlords EH&S department |
||
v. Tenant will have the right to transfer additional assembly lines into the
facility, provided that the following criteria are met; |
||
a. They can be fit into the existing space that is being rented under the terms of
this Lease |
||
b. The additional assembly line uses an assembly line process that is already being
used by the Tenant to assemble its products as of the Commencement Date |
||
c. The new assembly lines do not require significant additional utilities usage at
the plant (electric, water, sewer, gas, oil etc) |
||
w. If the assembly line to be transferred by Tenant into the Premises does not meet
the criteria as defined in section v above, Tenant cannot install new assembly lines
or new assembly processes at the Premises without the advance approval in writing
from the Landlord. Adequate time should be given to the Landlord to review any Tenant
proposal to install new assembly lines. |
||
x. If Landlord chooses to sell the building during the term of this Lease it must be
sold under condition that Tenant will remain in the building under the terms of this
Lease. |
||
Local Law Provisions
|
None | |
Governing Law
|
Nogales, Sonora, Mexico |
5
6
Building
|
666 East Dyer Road Santa Ana, Ca. USA 92705 |
|
Prime Lease (as amended)
|
Not applicable facility is owned by ITT Corp, ICS Div | |
Landlord
|
ITT Cannon LLC | |
Tenant
|
Flow Control LLC | |
Premises (square feet)
|
370,575 Sq Ft | |
Subleased Premises (square feet) |
17,052, square feet, as depicted on the floor plan attached hereto. Permitted uses general office and laboratory work | |
Term & Option
|
3 months Commencing on the Commencement Date Tenant will have the option to renew at 1.15 times base rent as noted below for an additional 3 months, if written notice is provided to the landlord 60 days prior to the termination of this agreement |
|
Base Rent
|
Cost plus 2% - 10% per month | |
Sublessees
Proportionate Share of
Additional Rent
|
Not Applicable | |
Notices
|
Landlord Suzy Lee 666 East Dyer Road Santa Ana, Ca. 92705 Tenant Dan Kelly 1133 Westchester Ave White Plains, NY 10605 |
|
Rent Payments
|
a. Unless otherwise directed by Landlord in writing, all Rent
payments shall be made to Landlord at the address identified in
the above Notice provision. |
|
b. Rent payments are to be made monthly in advance.1st
rent payment is due within 5 days of the Commencement Date.
Subsequent rent payments are due every 30 days. No invoices will
be provided by landlord. It is tenants full responsibility to pay
rent on a timely basis. |
||
c. Payments over 10 days late will be charged interest at a rate
of 10% per annum |
7
Services to be provided
by Landlord as a part
of the monthly base
rent
|
Building maintenance, fire protection, building security, janitorial, pest control, tenant parking, utilities, phone PBX, PC support, building insurance, receptionist, real property taxes, mail room, grounds maintenance, phone usage, tenant server maintenance and server backups, network closet support, | |
Special Provisions
|
a. Tenant will be required to provide, install, and pay for any
capital improvements (building, furniture, computers, and
equipment) required during the term of the agreement. Installation
of capital equipment requires landlord approval in advance. |
|
b. Tenant will be required to provide and pay for all support and
services required to move out of the facility at the end of the
lease term. If tenant requires contractors to assist them in
moving out of the facility, Tenant agrees to provide Landlord with
proof of adequate contractor insurance coverage prior to
contractor entering into the facility. |
||
c. Tenant agrees to remove all of their personal property from the
landlords premises at the end of the lease term. This includes
phones purchased directly by the tenant, but excludes any phones
provided by the landlord. |
||
d. Tenant will be required to provide and pay for all support and
services required to move into a new facility at the end of the
lease term. |
||
e. Landlord agrees to provide Tenant with unassigned parking
spaces in the rear (south side) of the facility. Landlord agrees
to provide Tenant with 7 identified parking spaces in the front
(north side) of the facility. Landlord agrees to provide Tenant
with 1 visitor parking space in the front (north side) of the
facility. |
||
f. Tenant agrees that all cabling that is used to attached
tenants PCs to the IT infrastructure will remain the property of
the landlord and will not be removed by the tenant at the end of
the lease term. |
||
g. All PC connection equipment will be designated as the property
of the tenant and will be removed by the tenant at tenants
expense at the end of the term of this agreement |
||
h. Fixed assets currently on the books of the landlord as of
Commencement Date will remain the property of the Landlord during
and at the end of the lease term. This would include all of the
furniture and partitions in the executive area that the tenant
will occupy during the term of this agreement |
||
i. Fixed assets currently on the books of the Tenant as of the
Commencement Date will remain the property of the tenant during
and at the end of the lease term. This would include all of the
furniture and partitions in areas other than the executive area
that the tenant will occupy during the term of this agreement. |
||
j. As a part of Tenants move out of the facility at the
expiration of this agreement, Landlords IT department will
shutdown Tenants |
8
servers and other IT equipment and make a back
up copy of all the data that is on the servers immediately prior
to the shutdown of the servers. Tennant will be charged for these
services by the landlord based on a rate of $50 per hour. Tennant
will be required to package and ship the servers and other IT
equipment at Tenants cost. |
||
k. The landlords IT department will be allowed access to Tenants
designated areas as per the attached floor plan for purposes of
providing the services that are included in the monthly base rent.
The landlords IT department will have the right to access the
tenants IT data in order to provide the services that are
included in the monthly base rent |
||
l. Tenant will be required to provide workers compensation
insurance at its own expense for the employees located at
landlords facility based on State of California requirements |
||
m. Tenant agrees to pay all personal property taxes associated
with tenants personal property located in landlords facility. If
Landlord is required to pay personal property taxes on tenants
personal property, tenant agrees to immediately reimburse
landlord. |
||
n. Tenants minimum General Liability Insurance Policy and
Property insurance shall be Two Million Dollars ($2,000,000) and
must be paid for by tenant. |
||
o. Tenant will not be allowed to access the ICS computer network.
Tenants employees will be allowed to access Tenants own
computer network via wireless or landline data connections on the
Leased Premises |
||
p. Tenant shall have the reasonable right to use, and Landlord
shall at all times have exclusive control of, and operate and
maintain, the Common Areas in the manner Landlord may reasonably
determine to be appropriate. |
||
q. Tenants employees will not be allowed access the east building
with exception of the cafeteria or to areas of the west building
that are not being rented under this agreement, except to gain
access to rented space. Tenants employees will be required to
show proper identification to enter the facility as determined by
the Landlord |
||
r. Tenant has no right to sublease their space. |
||
s. Tenant agrees not to put up any external or internal signs
during the term of the agreement On or prior to the Commencement
Date, Landlord will remove at Landlords expense, all of Tenants
pictures that are presently in the west lobby reception area and
give them to Tenant |
||
t. If Landlord chooses to sell the building during the term of
this Lease it must be sold under condition that Tenant can remain
in the Premises under the terms of this Lease. |
9
Local Law Provisions
|
Not applicable | |
Governing Law
|
State of California |
10
11
Building
|
Lowara (UK) Ltd. | |
Millwey Rise Industrial Estate | ||
Axminster EX13 5HU, United Kingdom | ||
Prime Lease (as amended)
|
Not applicable facility is owned by Lowara (UK) Ltd. | |
Landlord
|
Lowara (UK) Ltd. Division | |
Tenant
|
ITT Industries Ltd. | |
Premises (square feet)
|
57,000 Sq Ft (excludes car park) | |
Subleased Premises (square feet) |
16,000 square feet, as depicted on the floor plan attached hereto. Permitted uses general office, warehouse, light machining, impeller balancing, and pump assembly work which follow traditional engineering practices and are within the parameters of the effective insurance policy. | |
Term & Option
|
24 months Commencing on date of ITT separation into 3 companies Lease is up to 2 years. Tenant will have the option to terminate this agreement at any time after the 1st twelve months with 6 months advance written notice to the Landlord. | |
Base Rent & Related Costs
|
Base Rent of Cost plus 2% 10% per month, to be increased 4.5% after 1 year. The base rent excludes property taxes, property insurance, utilities (natural gas, electricity, and water services), and common services such as building maintenance and compressor usage. Property taxes, insurance, and utilities shall be invoiced separately on a monthly basis at the rate of 30% of the actual monthly cost. Common services will be invoiced at Cost plus 2% 10% per month. | |
Sublessees
Proportionate Share of
Additional Rent
|
Not Applicable | |
Notices
|
Notice for Landlord, Lowara UK, to local controller Norbert Rosser Notice for Tenant, ITT Industries LTD, to local controller Adrian Roberts. | |
The address for Tenant and Landlord is as follows: | ||
Millwey Rise Industrial Estate | ||
Axminster EX13 5HU, United Kingdom | ||
Rent & Related Payments
|
1. Unless otherwise directed by Landlord in writing, all Rent
and Utility payments shall be made to Landlord in British Pounds at the
address identified in the above Notice provision.
2. Rent payments are to be made monthly in advance upon
presentation of an invoice to the Tenant. 1st rent payment is |
12
due
on the date of ITT separation. Subsequent rent payments are due every 30
days. It is Tenants full responsibility to pay rent on a timely basis.
3. Utility payments shall be invoiced and paid following receipt
of each months utility bills. Tenants pro-rata share of each utility bill
shall be 30%. Utility payments will be due in 30 days.
4. Property tax and insurance payments shall be invoiced and
paid following receipt of each months bills. Tenants pro-rata share of
each bill shall be 30%. Payments will be due in 30 days.
5. Common services payments are to be made monthly upon
presentation of an invoice to the Tenant.
6. Payments over 10 days late will be charged interest at a rate
of 10% per annum. |
||
Services to be provided
by Landlord as a part of
the monthly base rent
|
Exterior structural building maintenance, fire protection, 32 tenant parking spaces, grounds maintenance, loading bay area access. | |
Special Provisions
|
1. Tenant will be required to provide, install, and pay for any
capital improvements (building, furniture, computers, and equipment) required
during the term of the agreement. Installation of capital equipment requires
landlord approval in advance.
2. Tenant shall make their own processes for fire alarm and fire
assembly point.
3. Tenant agrees to provide at its own expense building
reception services via its own entrance to the facility and its own mail room
services. These services are for admitting and discharging employees, and
authorized guests and customers visiting the facility and for providing mail
and package delivery to its own employees. This paragraph does not refer to
the construction of the reception area by the Landlord.
4. Tenant agrees to provide the following services at its own
expense: internal maintenance, shipping and receiving, janitorial services,
pest control, snow removal for its parking area ad walkways, ramp/access to
tenant loading bay area, security alarm system for tenant occupied area,
insurance for tenant owned assets, CCTV, waste removal, in/out system
connected to building fire system, upgrade and/or replace any fixtures or
fittings in tenant occupied area.
5. Tenant will supply at Tenants cost a phone system and phones
to be used by tenants employees during the course of this agreement. Tenant
will enter into its own contract for phone service at the facility and all
costs associated with this contract will be paid for by Tenant. |
13
6. Tenant will supply at Tenants cost an IT network and system
and personal computers to be used by tenants employees during the course of
this agreement. Tenant shall pay for all operating and maintenance costs
associated with this network during the course of this agreement. This
excludes electricity as this is provided by the Landlord in the base rent.
7. Landlord shall have entitled access to the Tenants space in
order to carry out maintenance and/or access equipment which affects the
entire building (for example, electrical junction boxes).
8. Tenant shall have entitled access to the Landlords area of
the building in order to carry out emissions tests on the spray booth.
9. Tenant will use the waste facilities on premises (belonging
to Landlord) for disposal of cardboard and wood.
10. If Landlord chooses to sell the building during the term of
this TSA it must be sold under condition that tenant will remain in the
building under the terms of this TSA.
11. Tenant will be required to provide and pay for all support
and services required to move out of the facility at the end of the lease
term. If Tenant requires contractors to assist them in moving out of the
facility, tenant agrees to provide landlord with proof of adequate contractor
insurance coverage prior to contractor entering into the facility.
12. Tenant agrees to remove all of their personal property from
the Landlords premises at the end of the lease term. Tenant must return
rented space to the condition of the leased area as of October 1, 2011.
13. Tenant will be required to provide and pay for all support
and services required to move into a new facility at the end of the lease
term.
14. Landlord agrees to provide Tenant with 32 unassigned parking
spaces in the Landlords parking lot located on the facility grounds.
15. Tenant agrees that all cabling and connection equipment that
is used to attached tenants PCs to the IT infrastructure will remain the
property of the Landlord and will not be removed by the tenant at the end of
the lease term.
16. Fixed assets remaining on the books of the Landlord as of
the date of the ITT separation will remain the property of the Landlord
during and at the end of the lease term.
17. Fixed assets remaining on the books of the tenant as of the
date of the ITT separation will remain the property of the Tenant during and
at the end of the lease term.
18. Tenant will be required to provide public liability
insurance at its own expense for the employees located at landlords facility
based on UK requirements.
19. Tenant agrees to pay all personal property taxes associated
with |
14
Tenants personal property located in Landlords facility. If Landlord
is required to pay personal property taxes on Tenants personal property,
Tenant agrees to immediately reimburse landlord.
20. Tenant will not be allowed to access the Lowara computer
network. Tenants employees will be allowed to access Tenants own computer
network via wireless or landline data connections on the Leased Premises.
21. Tenant shall have the reasonable right to use, and Landlord
shall at all times have exclusive control of, and operate and maintain, the
Common Areas in the manner Landlord may reasonably determine to be
appropriate.
22. Tenants employees will not be allowed access the areas of
the building that are not being rented under this agreement, except to gain
access to the pump test facility on a pre-agreed scheduled basis. Tenants
employees will be required to show proper identification to enter the
facility and the pump testing area as determined by the Landlord
23. Tenant has no right to sublease their space.
24. Assignment of this agreement requires Landlord approval in
writing.
25. Tenant and Landlord shall agree on the posting of external
signs during the term of the agreement, except for signs related to the
production and assembly of Tenants products which can be displayed in
Tenants assembly area.
26. On the commencement date of this agreement, Landlord will
remove at Landlords expense, all of Tenants pictures that are presently in
the reception and other areas of the building
27. Water Discharges
a. Tenant must provide landlord with copy of analysis of water
discharges, Air Emissions, Fire Risk, Hazardous materials, Hazardous waste as
often as required by the Safety and Environmental Laws and
Regulations
b. Tenants Water discharge analysis must be performed in
coordination with Landlords EH&S department
28. Tenant cannot install new assembly lines or new assembly
processes at the facility without the advance approval in writing from the
Landlord. Adequate time should be given to the Landlord to review any Tenant
proposal to install new assembly lines.
29. Choice of Law: The parties irrevocably agree that the
courts of England and Wales shall have exclusive jurisdiction to settle any
dispute or claim that arises out of or in connection with this lease or its
subject matter or formation.
30. The Tenant shall keep the Landlord indemnified against all
expenses, costs, claims, damage and loss which the Landlord |
15
shall incur as a
consequence or any breach of any Tenant covenants in this lease, or any act
or omission of the Tennant or its workers, contractors, agents and invitees.
31. As soon as the Tenant becomes aware of any defect in the
Property, it shall give the Landlord notice of it. The Tenant shall
indemnify the Landlord against any liability in relation to the Property by
reason of failure of the Tenant to comply with any of the tenant covenants in
this lease.
32. To the extent that the same are not provided by the Landlord
as at the date hereof the Tenant shall keep the Property equipped with such
fire prevention, detection and fire-fighting equipment which shall be
required under all relevant laws or required by the insurers of the Property
or reasonably recommended by them or reasonably required by the Landlord or
the Superior Landlord and shall keep that, equipment properly maintained and
available for inspection.
33. The Tenant shall provide Landlord with access to the
Tenants space for 1) planned maintenance work, and 2) in the case of an
emergency. Planned maintenance access shall be requested 24 hours in
advance. 24 hour advance notice is not required in the case of emergency
access. Landlord shall establish a lock box where a key to the Tenants area
shall be kept. A limited number of parties from both Landlord and Tennant
shall have access to the lock box.
34. The Tenant shall carry out Health and Safety operations as
per UK Government Guidelines HSG65 and GHG (greenhouse gas) Guidelines or its
successors, as applicable, and also cooperate with the Landlord in adhering
to its health and safety plan in common areas.
35. The Tenant shall carry out their Environmental obligations
and operations as per the Environment Agencys Pollution Prevention Guidance
documents as may be relevant, and cooperate with the Landlord in adhering to
any Environmental Management System the Landlord operates. |
||
Local Law Provisions
|
N/A | |
Governing Law
|
Please see paragraph 29. |
16
17
Building
|
#74 WSO Bayard St. Seneca Falls, NY | |
Prime Lease (as amended)
|
Not Applicable | |
Landlord
|
Xylem Inc. | |
Premises (square feet)
|
One story building consisting of office, light manufacturing, and warehouse space totaling approximately 200,000 square feet. | |
Leased Premises (square feet)
|
Approximately 13,974, square feet of office space, as depicted on the cross-hatched floor plan attached hereto. | |
Term
|
Lessee shall have a minimum term commencing on the date hereof through February 29, 2012 (Minimum Term) which may be extended through August 31, 2012, (Maximum Term) if written notice is provided to the Landlord by January 5, 2012. |
Base Rent | Period | Monthly Rent | ||||||
Through 12/31/11 |
Cost plus 2% 10% | |||||||
From 1/1/12 through 8/31/12 |
Cost plus 2% 10% |
Notices
|
To: Landlord | |
Dan Kelly | ||
1133 Westchester Avenue | ||
White Plains, NY 10547 | ||
To: Tenant | ||
Joanne Scalard | ||
1133 Westchester Avenue | ||
White Plains, NY 10547 | ||
Rent Payments
|
a. Unless otherwise directed by Lessor in writing, all Rent
payments shall be made to Lessee at the address identified in the above
Notice provision.
b. Rent payments are to be made monthly in
advance.1st rent payment is due within 5 days of the Commencement
Date. Subsequent rent payments are due every 30 days. No invoices will be
provided by landlord. It is tenants full responsibility to pay rent on a
timely basis.
c. Payments over 10 days late will be charged interest at a
rate of 10% per annum |
18
Services to be provided by
Landlord
|
Building maintenance, fire protection, building security, janitorial, pest control, tenant parking, utilities, building insurance, receptionist, real property taxes, mail room, grounds maintenance, and waste removal | |
a. If Landlord chooses to sell the building during the term of
this Lease it must be sold under condition that Tenant can remain in the
Premises under the terms of this Lease. |
||
Special Provisions
|
a. Tenant will be required to provide, install, and pay for any
capital improvements (building, furniture, computers, and equipment)
required during the term of the agreement. Installation of capital equipment
requires landlord approval in advance.
b. Tenant will be required to provide and pay for all support
and services required to move out of the facility at the end of the lease
term. If tenant requires contractors to assist them in moving out of the
facility, Tenant agrees to provide Landlord with proof of adequate
contractor insurance coverage prior to contractor entering into the
facility.
c. Tenant agrees to remove all of their personal property from
the landlords premises at the end of the lease term. This includes phones
purchased directly by the tenant, but excludes any phones provided by the
landlord. |
|
d. Tenant will be required to provide and pay for all support
and services required to move into a new facility at the end of the lease
term.
e. Landlord agrees to provide Tenant with unassigned parking
spaces in the parking lot to the East side of the facility.
f. All PC connection equipment will be designated as the
property of the tenant and will be removed by the tenant at tenants expense
at the end of the term of this agreement
g. Fixed assets currently on the books of the landlord as of
Commencement Date will remain the property of the Landlord during and at the
end of the lease term.
h. Fixed assets currently on the books of the Tenant as of the
Commencement Date will remain the property of the tenant during and at the
end of the lease term.
i. Tenant will be required to provide workers compensation
insurance at its own expense for the employees located at landlords
facility based on State of New York requirements.
j. Tenant agrees to pay all personal property taxes associated
with tenants personal property located in landlords facility. If Landlord
is required to pay personal property taxes on tenants personal property,
tenant agrees to immediately reimburse landlord. |
19
k. Tenants minimum General Liability Insurance Policy and
Property insurance shall be Two Million Dollars ($2,000,000) and must be
paid for by tenant.
l. Tenant will not be allowed to access the Xylem RCW computer
network. Tenants employees will be allowed to access Tenants own computer
network via wireless or landline data connections on the Leased Premises.
m. Tenant shall have the reasonable right to use, and Landlord
shall at all times have exclusive control of, and operate and maintain, the
Common Areas in the manner Landlord may reasonably determine to be
appropriate.
n. Tenants employees will not be allowed access the other
parts of the building that are not being rented under this agreement with
exception of the South cafeteria and central rest rooms, except to gain
access to rented space. Tenants employees will be required to show proper
identification to enter the facility as determined by the
Landlord
o. Tenant has no right to sublease their space.
p. Tenant agrees not to put up any external or internal signs
during the term of the agreement without prior approval of the Landlord. |
||
Local Law Provisions
|
New York law shall apply |
20
21
SUBLESSOR: [ ] |
||||||
By: | ||||||
Name: Title: |
||||||
SUBLESSEE: [ ] |
||||||
By: | ||||||
Name: Title |
Corresponding | ||||||||
Material | Tenant/Sublessor | Sublessee | ||||||
Terms Exhibit | Building/Premises | Landlord | (TSA Provider) | (TSA Receiver) | ||||
S-1
|
Savli Plant-Vadodara | Todays Petrotech Ltd | ITT Corporation India PVT. LTD. | Xylem Water Solutions India Pvt Ltd. | ||||
S-2
|
Lot B, of the agricultural and industrial area la Chimba at Antofagasta, described as Lot Number 252 of the year 1996, of the State Real Estate Record Office of Antofagasta. Mrs. Vilma Francisca Ramírez Cuevas acquired the property from Mrs. Magaly del R . Cortes Ossandon through a purchase agreement shown at the office of the Public Notary from Antofagasta of Mr. Luis H. Chávez Zambrano dated June 24, 1996. The property is registered in page 3.406 under number 4.674 of the Real Estate Records kept at the State Records of Antofagasta in the year 1997 Acantitita N° 597 B,Antofagasta, Chile | Vilma Francisca Ramirez Cuevas Industrial Compania Limitada |
ITT Fluid Technology S.A. | ITT Water and Wastewater Chile S.A. | ||||
S-3
|
Av. Washington # 3701, Edificio 8 Parque Industrial las Americas C.P. 31114 Chihuahua, Chih. Mexico 31200 | Grupo American Industries Ave. Washington #3701 Edificio. 18 Parque Industrial las Americas, Chihuahua, Chih. Mexico 31200 | Flow Control LLC | Aerospace Controls LLC |
Corresponding | ||||||||
Material | Tenant/Sublessor | Sublessee | ||||||
Terms Exhibit | Building/Premises | Landlord | (TSA Provider) | (TSA Receiver) | ||||
S4
|
1133 Westchester Avenue, First Floor, White Plains, New York 10604 |
1133-399 Westchester Avenue, LLC and and 1133-300 Westchester Avenue, LLC. | ITT Corporation | Xylem Inc. | ||||
S-5
|
New Delhi Sales Office |
Narayan Prasad Sharma & Kailash Chand Sharma |
Xylem Water Solutions India Pvt. LTD. | ITT Corporation India PVT. LTD. | ||||
Building
|
Savli Plant-Vadodara | |
Plot no 731, GIDC Savli, Manjusar-Savli GIDC, Vadodara 391770 | ||
Owner
|
Todays Petrotech Limited | |
Sub lessor
|
ITT Corporation India Pvt. LTD | |
Sub lessee
|
Xylem Water Solutions India Pvt Ltd. | |
Premises (square feet)
|
3,75,000 sq. ft. including offices, shed and common area | |
Term
|
Sublessee shall have a minimum term commencing on October 31, 2011 (the Commencement Date) through November 30, 2011 (Minimum Term) which may be extended upon 15 days prior written notice to Sublessor through March 31, 2012 | |
Rent is due by day 5 of each calendar month. Sublessees obligation to pay rent shall commence on the Commencement Date. | ||
Rental Payments
|
Base rent: Rs. Cost + 15% handling charge per month | |
Notices
|
Rabi Burman, General Manager | |
ITT Corporation India Private Limited | ||
Plot No. 731, GIDC Savli, Manjusar Savli Road, Vadodara 391770 | ||
Sam Yamdagni, President & Managing Director | ||
Xylem Water Solutions India Private Limited | ||
Plot No. 731, GIDC Savli, Manjusar Savli Road, Vadodara 391770 | ||
Services to be
provided by Sub
Lessor
|
Common Area, Plant and Office Space to be utilized by Sub Lessee for operations, functional management and space for employees and meetings. |
2
The Base rent covers the following items: | ||
a. Lease |
||
b. Security |
||
c. Canteen |
||
d. Horticulture |
||
e. Water |
||
f. Electricity |
||
g. Housekeeping |
||
h. Printing & Stationery |
||
i. Pantry |
||
j. Telephone |
||
k. Water |
||
l. DG Set |
||
m. Insurance |
||
Special Provisions
|
1. Any additional investment required for capital improvements (building,
furniture, computers, and equipment) during the period of the TSA by Sub
Lessee Limited shall need to be paid by Sub Lessee. Installation of capital
equipment requires ITT Corporation India Private Limited approval in advance. |
|
2. Capital expenditures and related expenses that are incurred by Sub Lessor
to prepare facility for Sub Lessee occupancy and usage of production facility
under the terms of this TSA, prior to the commencement date of the TSA, will
be paid for by Sub Lessor and either expensed or capitalized and the related
depreciation or amortization is considered to be a part of the Base Rent as
shown in this TSA |
||
3. Sub Lessee will be required to provide and pay for all support and services
required to move out of the facility at the end of the lease term. If Sub
Lessee requires contractors to assist them in moving out of the facility, Sub
Lessee agrees to provide landlord with proof of adequate contractor insurance
coverage prior to contractor entering into the facility. |
||
4. Sub Lessee agrees to remove all of their personal property from the Sub
Lessors premises at the end of the lease term. Sub Lessee must return rented
space to pre move in condition, with the exception of the offices, which
should be left in an as is condition. |
||
5. Sub Lessee will be required to provide and pay for all support and services
required to move into a new facility at the end of the lease term. |
||
6. Sub Lessor will provide Sub Lessee with sufficient Seating & parking spaces
in the parking lot. |
||
7. Sub Lessee agrees that all cabling and connection equipment that is used to
attached Sub Lessees PCs to the IT infrastructure will remain the property
of the Sub Lessor and will not be removed by the Sub Lessee at the end of the
TSA. |
3
8. Fixed assets on the books of the respective parties as of the date of the
ITT separation will remain the property of the respective parties during and
at the end of the TSA term. |
||
9. Sub Lessee shall have the reasonable right to use, and Sub Lessor shall at
all times have exclusive control of, and operate and maintain, the Common
Areas including the cafeteria in the manner Sub Lessor may reasonably
determine to be appropriate. |
||
10. Assignment of this agreement requires Sub Lessors approval in writing |
||
Local Law Provisions
|
Indian Contract Act, 1872 |
4
Building
|
Lot B, of the agricultural and industrial area la Chimba at Antofagasta, described as Lot Number 252 of the year 1996, of the State Real Estate Record Office of Antofagasta. Mrs. Vilma Francisca Ramírez Cuevas acquired the property from Mrs. Magaly del R . Cortes Ossandon through a purchase agreement shown at the office of the Public Notary from Antofagasta of Mr. Luis H. Chávez Zambrano dated June 24, 1996. The property is registered in page 3.406 under number 4.674 of the Real Estate Records kept at the State Records of Antofagasta in the year 1997 Acantitita N° 597 B Antofagasta, Chile | |
Prime Lease
(as amended)
|
(a) Leasing Contract dated Nov 1, 2002 | |
Landlord
|
Vilma Francisca Ramirez Cuevas Industrial Compania Limitada | |
Sub Lessor
|
ITT Fluid Technology S.A. | |
Sub Lessee
|
ITT Water and Wastewater Chile S.A. | |
Premises
(square feet)
|
2,776.95 Sq Meters | |
Subleased Premises
(square feet)
|
15 sq meters (office space) and 125 sq meters (warehouse space, as depicted on the floor plan attached hereto. Permitted uses general office, warehouse storage, packing, equipment distribution, shipping & pump assembly | |
Term & Option
|
3 months Commencing on October 31, 2011 (the Commencement Date) | |
Sub Lessee will have the option to renew at 1.15 times base rent as noted below for an additional 3 months, if written notice is provided to the Sub Lessor 60 days prior to the termination of this agreement. Sub Lessee will have the option to terminate this agreement at any time with 1 month advance written notice to the Sub Lessor | ||
Sublessees obligation to pay rent shall commence on the Commencement Date. | ||
Base Rent
|
Total Base Rent will be UF Cost plus 2% - 10% per month, payable in Chilean Pesos. The Base Rent includes a charge for other building related services 5.8% of space rent of UF Cost plus 2% - 10% or UF Cost plus 2% - 10% per month. The UF exchange rate to be used to convert invoices from UF to Chilean Pesos will be the rate as published in the newspaper El Mercurio on the invoice date. IVA taxes of 19% will be charged to sub lessee on each invoice. Sublessees |
5
obligation to pay rent hereunder shall commence on the Commencement Date. | ||
Sublessees
Security Deposit
|
Sub Lessor acknowledges that sub lessee has previously provided sub lessor with a one month security deposit of UF29.1, which will be returned within 30 days of the termination of this agreement, provided the sub lessee complies with the Special Provisions clauses b, c, f, and g of this agreement that relate to moving out of the facility | |
Notices
|
Sub Lessor Miguel Otarola Bawdehn | |
Camino de la Colina 1448 Parque Industrial, El Rosal | ||
Huechuraba, Santiago Chile | ||
Sub Lessee Javier Canala | ||
Alcalde Guzman 1480 | ||
Quilicura, Santiago Chile | ||
Rent Payments
|
a. Unless otherwise directed by Sub Lessor in writing, all Rent payments shall be
made to Sub Lessor by bank wire transfer to a Sub Lessor designated bank in Chile.
Rent payments are to be made monthly in advance upon presentation of
invoice to the Sub Lessee. 1st rent payment is due within 5 days after
Commencement Date. . Subsequent rent payments are due every 30 days. It is Sub
Lessees full responsibility to pay rent on a timely basis. |
|
b. Payments over 10 days late will be charged interest at a rate of 10% per annum |
||
Services to be
provided by Sub
Lessor as a part of
the monthly Base
Rent
|
Building maintenance, fire protection, building security, janitorial, pest control, utilities, minimal kitchen services, building insurance, real property taxes, grounds maintenance, internet access for 2 sub lessees employees, building reception service, and incoming mail distribution | |
Special Provisions
|
a. Sub Lessee will be required to provide, install, and pay for any capital
improvements (building, furniture, computers, and equipment) required during the term
of the agreement. Installation of capital equipment requires Sub Lessor approval in
advance. |
|
b. Sub Lessee will be required to provide and pay for all support and services
required to move out of the facility at the end of the lease term. If Sub Lessee
requires contractors to assist them in moving out of the facility, Sub Lessee agrees
to provide Sub Lessor with proof of adequate contractor insurance coverage prior to
contractor entering into the facility. |
||
c. Sub Lessee agrees to remove all of their personal property (including all
inventories) from the Premises at the end of the lease term. Sub Lessee must return
rented space to pre move in condition, with the exception of the offices, which
should be left in an as is condition. This includes phones purchased directly by
the Sub Lessee, but excludes any phones provided by the Sub Lessor. |
6
d. Sub Lessee will be required to provide and pay for all support and services
required to move into a new facility at the end of the lease term. |
||
e. Sub Lessee agrees to park its light trucks on the public street and will not park
these vehicles on the facility grounds |
||
f. Sub Lessee agrees that all cabling that is used to attached Sub Lessees PCs to
the IT infrastructure will remain the property of the Sub Lessor and will not be
removed by the Sub Lessee at the end of the lease term. |
||
g. All PC connection equipment will be designated as the property of the Sub Lessor
and will not be removed by the Sub Lessee at the end of the term of this agreement |
||
h. Sub Lessee agrees to maintain its PCs at its own cost. Sub Lessor will not
provide PC maintenance services to Sub Lessee during the term of this agreement. |
||
i. Fixed assets on the books of the Sub Lessor as of the Commencement date will
remain the property of the Sub Lessor during and at the end of the lease term. This
includes but is not limited to the 5 ton bridge crane and the central telephone
switching device located at the facility |
||
j. Fixed assets on the books of the Sub Lessee as of the date of the ITT separation
will remain the property of the Sub Lessee during and at the end of the lease term.
This includes but is not limited to the warehouse container, warehouse racking, and
furniture located in the warehouse container as well as furniture used in the office
area by sub lessees employees, and the cell phones used by sub lessees employees |
||
k. Minimal kitchen services are defined as coffee, hot water, sugar and other
condiments for coffee only. |
||
l. Sub Lessee agrees to pay all personal property taxes associated with Sub Lessees
personal property located on the Premises. If Sub Lessor is required to pay personal
property taxes on Sub Lessees personal property, Sub Lessee agrees to immediately
reimburse Sub Lessor. |
||
m. Sub Lessee will not be allowed to access the Sub Lessor computer network. Sub
Lessees employees will be allowed to access Sub Lessees own computer network and
the internet via wireless cell phones and USB memory stick. |
||
n. Sub Lessee shall have the reasonable right to use, and Sub Lessor shall at all
times have exclusive control of, and operate and maintain, the Common Areas
including, but not limited to the kitchen in the manner Sub Lessor may reasonably
determine to be appropriate. |
||
o. Sub Lessees employees will not be allowed access to any Sub Lessor manufacturing
areas. Sub Lessees employees will be required to show proper identification to enter
the facility as determined by the Sub Lessor. |
7
p. Sub Lessee agrees to provide the following insurance coverage for the duration of
this agreement |
||
Civil Responsible Coverage US$2.000.000.- (against third parties) |
||
Fire and Earthquake Coverage US$151.000 (physical assets), US$121.000
(equipment), US$30.000 (inventory) |
||
Life and accident insurance to each of our employees. UF 1000 (per person).
Equivalent to US$46.000 per person. |
||
q. Sub Lessee has no right to sublease their space. |
||
r. Sub Lessee agrees not to put up any external or internal signs during the term of
the agreement. Sub Lessee will be invoiced by Sub Lessor for the actual cost of long
distance calls made by Sub Lessee employees. Invoices will be sent monthly and Sub
Lessor will include as backup to the invoice an itemized list of the long distance
phone calls made by Sub Lessees employees as per the phone company records and phone
company invoice to the Sub Lessor. Payment will be made by the Sub Lessee via bank
wire transfer no later than 30 days after the invoice date (See Rent Payments item
a for bank account details. |
||
s. Sub Lessee will not have the right to transfer additional assembly lines or any
other employees or activities into the facility |
||
t. The Sub Lessor shall not be responsible to reimburse sub lessee in the event that
sub lessees property is stolen as a result of a robbery that may take place at the
property nor for damages that the sub lessees property may suffer as a result of
fire, floods, breakage of sewer, humidity or heat effects and all situations of
similar nature. |
||
Local Law Provisions
|
None | |
Governing Law
|
Antofagasta, Chile |
8
9
Building
|
Calle Washington # 3701 Building 8 Interior Ave de las Americas, Parque Industrial las Americas, Chihuahua, Chihuahua Mexico 31200 |
|
Prime Lease (as amended)
|
Lease contract dated Oct 7, 2005 as amended on March 14, 2006 | |
Landlord
|
Grupo American Industries | |
Sub Lessor
|
Flow Control LLC | |
Sub Lessee
|
Aerospace Controls LLC | |
Premises (square feet)
|
109,606 Sq Ft | |
Subleased Premises (square feet)
|
16,600 square feet, as depicted on the floor plan attached hereto. Permitted uses general office, warehouse and storage, quality labs, receiving and shipping, computer servers, machining, fabrication, and assembly. | |
Term & Option
|
6 months Commencing on October 31, 2011, (the Commencement Date) Sub lessee will have the option to renew at 1.15 times base rent as noted below for an additional 3 months, if written notice is provided to the Landlord 60 days prior to the termination of this agreement. Sub lessee will have the option to terminate this agreement at any time during, or after the 1st 6 months with 1 months advance written notice to the landlord. Sublessees obligation to pay rent hereunder shall commence on the Commencement Date. | |
Base Rent
|
Cost plus 2% - 10% per month fixed charge payable in US Dollars | |
Notices
|
Sub Lessor Alan Gilden 28150 Industry Drive Valencia, Ca. 91355 Sub Lessee Dan Kelly 1133 Westchester Avenue White Plains, NY 10605 |
|
Base Rent Payments
|
a. Unless otherwise directed by Sub Lessor in writing, all Base Rent payments shall be made to Sub Lessor in
US Dollars at the address identified in the above Notice provision. |
|
b. Base Rent payments are
to be made monthly in advance upon presentation of invoice to the Sub lessee.
1st base rent payment is due within 5 days after Commencement Date. Subsequent base rent payments
are due every 30 days. It is sub lessees full |
10
responsibility to pay base rent on a timely basis. |
||
c. Payments over 10 days late will be charged interest at a rate of 10% per annum |
||
Services to be provided by
Landlord as a part of the
monthly base rent
|
Building maintenance, fire protection, pest control, sub lessee parking, building insurance, real property taxes, grounds maintenance, mail delivery and receptionist services, | |
Facility Pass Through Expenses
Additional Rent Changes
|
a. All utilities, cafeteria, janitorial, security, waste disposal, telephone service, cell service T1 internet
line, and tutlar paging system will be passed through to sub lessee at sub lessors cost with no mark up
over and above amount charged by the landlord to the sub lessor. |
|
b. Sub lessor will invoice sub lessee once a month immediately following receipt of invoices from the landlord
and obtaining invoice approval from both the sub lessor and sub lesse Mexico General Mangers. The monthly
invoice from the sub lessor will be accompanied by all of the landlords invoices as substantiation for the
invoice. All invoices will be payable in US Dollars. |
||
c. Payment terms are net 30 days from sub lessor invoice date |
||
d. Payments over 10 days late will be charged interest at a rate of 10% per annum |
||
e. There will be no changes to proration percentages used by the landlord to allocate facility expenses
between the sub lessor and sub lessee during term of this agreement. The proration percentages used by the
landlord immediately prior to the Commencement Date will be used for the term of this agreement. |
||
f. The sub lessees General Manager agrees that invoice approval must be completed within 5 days of receipt of
the invoices from the sub lessor or reasons for non approval disclosed to the sub lessor |
||
Special Provisions
|
a) Sub lessee will be required to provide, install, and pay for any capital improvements (building,
furniture, computers, and equipment) required during the term of the agreement. Installation of capital
equipment requires sub lessor approval in advance. |
|
b) Sub lessee agrees to provide at its own expense an entrance to the facility which will be completed before
the Commencement Date. Sub lessees employees will only be allowed to enter the facility through this new
entrance. Sub lessee agrees that it will hire additional security services through the landlord in connection
with safeguarding this new entrance, and that these expenses will be paid for by the sub lessee |
||
c) Sub lessee will be required to provide and pay for all support and services required to move out of the
facility at the end of the lease term. If sub lessee requires contractors to assist them in moving out of the
facility, sub lessee agrees to provide sub lessor with proof of adequate contractor insurance coverage prior
to contractor entering into the facility. |
11
d) Sub lessee agrees to remove all of their personal property from the Premises at the end of the lease term.
Sub lessee must return rented space to pre move in condition, with the exception of walls, ducting, lighting,
other plumbing, and the offices, which should be left in an as is condition. |
||
e) Sub lessee will be required to provide and pay for all support and services required to move into a new
facility at the end of the lease term. |
||
f) Sub Lessor will provide sub lessee with 6 assigned parking spaces in the Landlords parking lot located on
the facility grounds inside the fence on the south side of the facility. |
||
g) Sub lessee will at its own expense create parking spaces for any additional required sub lessee vehicles on
the east side of the building. |
||
h) Sub lessee agrees that all cabling that is used to attached Sub lessees PCs to the IT infrastructure
before the Sub lessees Switch will remain the property of the sub lessor and will not be removed by the sub
lessee at the end of the lease term. |
||
i) All PC connection equipment will be designated as the property of the Sub lessee and will be removed by the
Sub lessee at Sub lessees expense at the end of the term of this agreement less office wiring and the like. |
||
j) Fixed assets on the books of the sub lessor (including the telephone switch) as of the Commencement date
will remain the property of the sub lessor during and at the end of the lease term. |
||
k) Fixed assets on the books of the Sub lessee as of the date of the ITT separation will remain the property
of the Sub lessee during and at the end of the lease term. |
||
l) Sub lessee agrees to provide all IT support necessary to maintain Sub lessees Server Room at its own cost.
Upon termination of this agreement, Sub lessee will provide all required support at its own cost to shutdown,
package and remove the servers from the Premises. |
||
m) Sub lessee agrees to pay all personal property taxes associated with Sub lessees personal property located
on the Premises. If sub lessor is required to pay personal property taxes on Sub lessees personal property,
Sub lessee agrees to immediately reimburse sub lessor. |
||
n) Sub lessee will not be allowed to access the Flow Control computer network and vice versa. Sub lessees
employees will be allowed to access Sub lessees own computer network via wireless or landline data
connections on the Premises. |
||
o) Sub lessee shall have the reasonable right to use, and sub lessor shall at all times have exclusive control
of, and operate and maintain, the Common Areas including, but not limited to the cafeteria in the manner sub
lessor may reasonably determine to be appropriate. |
||
p) Sub lessees employees will not be allowed access to any sub lessor manufacturing areas, except on an
escorted basis (examples nurse office, cafeteria, purchasing office etc.). Sub lessees employees will be
required to show proper identification to enter the facility as determined by the sub lessor |
||
q) Sub lessees minimum General Liability Insurance Policy and Property insurance shall be Two Million Dollars
($2,000,000) |
12
and must be paid for by sub lessee. |
||
r) Sub lessee has no right to sublease their space. |
||
s) Sub lessee agrees not to put up any external or internal signs during the term of the agreement, except for
signs related to the production and assembly of Sub lessees products, which can be displayed in Sub lessees
assembly area. |
||
t) Sub lessor agrees to take down any signs at the facility that contain the name ITT on them at its own
expense |
||
u) Sub lessee will have the right to transfer additional production into the facility, provided that the
following criteria are met; |
||
a. They can be fit into the existing space that is being rented under the terms of this Lease |
||
b. Advance written approval required by landlord, not to be unreasonably withheld |
||
v) Prior to the Commencement Date, sub lessee will put in the following at its own expense; |
||
a. Separate employee entrance |
||
b. Fencing required to separate the landlord and sub lessee employees and work areas |
||
w) Sub lessor agrees to provide sub lessee assess to sub lessors shipping / receiving dock for truck loading
and truck unloading purposes for the duration of this agreement |
||
Local Law Provisions
|
None | |
Governing Law
|
Chihuahua, Chihuahua, Mexico |
13
14
Building
|
1133 Westchester Avenue, White Plains, New York 10604 | |
Prime Lease (as amended)
|
Lease Agreement, dated as of October 31, 2011, between ITT Corporation and 1133-399 Westchester Avenue, LLC |
|
Landlord
|
1133-399 Westchester Avenue, LLC and and 1133-300 Westchester Avenue, LLC. | |
Tenant
|
ITT Corporation | |
Subtenant
|
Xylem Inc. | |
Premises
|
The space leased by ITT Corporation on or prior to the Commencement Date at the Building, including any additional storage space | |
Subleased Premises (square feet)
|
7114 rentable square feet, as depicted on the floor plan attached hereto as Annex A. | |
Tenant and Subtenant shall equally share and equally have the right to use the Subleased Premises in a manner similar to the way ITT Corporation utilized the space during the 12 months prior to October 31, 2011. | ||
Term & Option
|
Term: Commencing on the Distribution Date (the Commencement Date) and ending on October 31, 2013. Subtenant shall have the right to extend the Term through October 31, 2014 by providing notice on the same terms it provides the Landlord with respect to Subtenants lease of the second floor of 1133 Westchester Avenue, White Plains, NY | |
Base Rent
|
Cost
plus 2% - 10% per month during 2011 Cost plus 2% - 10% per month during 2012 Cost plus 2% - 10% per month during the period January 1, 2013 through and including July 31, 2013 Cost plus 2% - 10% per month from August 1, 2013 through the end of the Term, as may be extended |
|
Sublessees Proportionate Share
of CAM Charges
|
Subtenant will pay 50% of the maintenance, cleaning, heating, telephone, electrical and other utility costs, fire protection, plant service, holiday decorations, and shared mechanical systems for the Subleased Premises, otherwise known as common area maintenance (CAM) charges for the |
15
Subleased Premises. The Base Rent amount set forth above includes a 2% increase above actual costs for the calendar years 2012, 2013 and 2014. Tenant shall provide Subtenant with reasonable documentation supporting the CAM charges. | ||
Notices
|
Tenant: ITT Corporation 1133 Westchester Ave Suite 3000 White Plains, NY 10604 Attention: General Counsel |
|
Subtenant: Xylem Inc. 1133 Westchester Ave Suite 2000 White Plains, NY 10604 Attention: General Counsel |
||
Day to Day Contact Personnel | ||
Tenant Representative: ITT Corporation Tom McArdle Tom.McArdle@itt.com |
||
Subtenant Representative: Xylem Inc. Carolyn Clark Carolyn.Clark@itt.com |
||
Rent Payments
|
1) Unless otherwise directed by Landlord in writing, all
Rent payments and payments of CAM charges shall be made to
Tenant at the address identified in the above Notice
provision. |
|
2) Rent payments are to be made monthly in
advance.1st rent payment is due within 5 days of
the Commencement Date. Subsequent rent payments are due
every 30 days. It is Subtenants full responsibility to
pay rent on a timely basis. Subtenant shall pay the CAM
charges within 30 days of the date of an invoice (provided
by Tenant) describing such charges. |
||
3) Payments over 10 days late will be charged interest at a
rate of 10% per annum. |
||
Services to be provided by
Tenant as a part of the
monthly base rent
|
1) Tenant will maintain the Subleased Premises in a manner
similar to the way it was maintained during the twelve
months prior to October 31, 2011, including but not limited
to contracting for and providing CAM services. |
16
2) Tenant will provide security access to all perimeter
doors and coordinate with the Subtenant Representative,
identified above in connection with access to the Premises
and/or Sublease Premises during business and non-business
days. |
||
3) Subtenant and Tenant agree that the location and use of
the reception area of each company on the first floor of
the Subleased Premises shall be as depicted on Annex A. |
||
4) Subtenant and Tenant agree that Deloitte & Touche
(D&T) can share the space indicated on Annex A. In the
event, either Tenant or Subtenant changes it auditors, the
space currently configured for D&T shall be modified to
allow for the separation of the auditors of the Tenant and
Subtenant into equal space with equal access. The party to
this Sublease that changes their auditors shall be
responsible for all costs associated with the modification
of the Sublease Premises. |
||
5) Subtenant shall be permitted to brand a portion of the
lobby as agreed to with the Tenant and place a monument
within Tenants outdoor space in accordance with the terms
of the Prime Lease. |
||
6) Tenant and Subtenant shall cooperate and work together
in good faith to allow each other to transition into their
own space at the Premises, shall make tapes from the
security cameras available in the event of a investigation,
shall promptly return mail or other deliveries
inadvertently provided to the other and shall advise the
other party of activities or information impacting the
Premises they reasonably believe the other party would want
to know, provided, however, that such activities shall not
unduly burden or interfere with ether parties business and
operations. |
||
Special Provisions
|
1) Within 15 days after this TSA has ended Subtenant will
remove, at its cost, its logo and any and all improvements
or modifications made for the benefit of the Subtenant to
the Subleased Premises after September 15, 2011. |
|
2) Subtenant will be required to provide, install, and pay
for any capital improvements (building, furniture,
computers, and equipment) required by it during the term of
the agreement. Installation of capital equipment may
require Landlord approval in advance. |
17
3) Subtenant will be required to provide and pay for all
support and services required to move out of the Subleased
Premises at the end of the Term. If Subtenant requires
contractors to assist them in making capital improvements
or moving out of the Subleased Premises, Subtenant agrees
to provide Tenant with proof of adequate contractor
insurance coverage prior to contractor entering into the
facility. |
||
4) Subtenant agrees to remove all of their personal
property from the Sublease Premises at the end of the Term.
This includes phones purchased directly by the Subtenant,
but excludes any phones provided by the Landlord or Tenant.
Subtenant will restore the Subleased Premises to the
condition it was in prior to September 15, 2011 with
respect to actions it has taken that impact the Subleased
Premises after that date. |
||
5) Subtenant will be required to provide and pay for all
support and services required to move into a new facility
at the end of the Term. |
||
6) Subtenant agrees that all cabling that is used to
attached Subtenants PCs to the IT infrastructure will
remain the property of the Tenant and will not be removed
by the Subtenant at the end of the Term. |
||
7) Fixed assets currently on the books of the Tenant as of
Commencement Date will remain the property of the Tenant
during and at the end of the Term. |
||
8) Fixed assets currently on the books of the Subtenant as
of the Commencement Date will remain the property of the
Subtenant during and at the end of the Term. |
||
9) The Subtenants IT, maintenance and other appropriate
employees will be allowed access, upon reasonable notice,
to Tenants controlled areas at 1133 Westchester Avenue,
White Plains, NY, including the Subleased Premises, for
normal business purposes. |
||
10) The Tenants IT, maintenance and other appropriate
employees will be allowed access, upon reasonable notice,
to Subtenants controlled areas at 1133 Westchester Avenue,
White Plains, NY, for normal business purposes
Subtenants minimum General Liability Insurance Policy and
Property insurance shall be Two Million Dollars
($2,000,000) and must be paid for by Subtenant. |
18
11) Subtenant will be permitted to use during the Term one
of Tenants reserved spots in the back of the building. |
||
12) Subtenant will install a shut-off valve for the glycol
cooling system at the end of the Term. |
||
Local Law Provisions
|
Not applicable | |
Governing Law
|
State of New York |
19
20
Building
|
New Delhi India Sales Office H-20, Bali Nagar, New Delhi-1100015 |
|
Prime Lease (as amended)
|
Mr. Narayan Prasad Sharma & Kailash Chand Sharma | |
Landlord
|
Xylem Water Solutions India Private Limited | |
Premises (square feet) |
||
Subleased Premises (square feet)
|
Commercial office space of ground floor having super covered area appr. 900 sq. ft. | |
Term
|
Sublessee shall have a minimum term commencing on October 31, 2011 (the Commencement Date) through December 31, 2011 (Minimum Term) which may be extended upon 30 days prior written notice to Sublessor through December 31, 2012 Sublessees obligation to pay rent shall commence on the Commencement Date. | |
Monthly Rent
|
Base Rent : Rs. Cost + Service Tax + 2% Handling Cost Adm Chg : Rs. Cost + Service Tax + 2% Handling Cost | |
Notices
|
Sublessee : Rabi Burman, General Manager ITT Corporation India Pvt Ltd. (India) Plot No. 731, GIDC Savli, Manjusar Savli Road, Vadodara 391770 |
|
Sublessor : Sam Yamdagni, President & Managing Director Xylem Water Solutions India Pvt Ltd. Plot No. 731, GIDC Savli, Manjusar Savli Road, Vadodara 391770 |
||
Rent Payments
|
Rent payments are to be paid in advance within 5 days after the commencement of the lease (its pro rata share for the first month) and within 5 days of the beginning of every other month. | |
Unless otherwise directed by Sublessor in writing, all Rent payments shall be made to Sublessor at the address identified in the above Notice provision. | ||
Services to be provided by Sublessor
|
Common Office Area to be utilized by Sublessor and Sublessee. Permitted Common Expenses covered include the following (in quantities and quality as provided during the 12 months period prior to October 1, 2011) : | |
a. Electricity |
||
b. Housekeeping |
||
c. Printing |
||
d. Pantry |
||
e. Telephone |
||
f. Internet |
21
Special Provisions
|
1. Sublessee will provide, install, and pay for any capital improvements
(building, furniture, computers, and equipment) required by it during the term of
the agreement. Installation of capital equipment requires landlord and Sublessors
approval in advance. |
|
2. Sublessee will provide and pay for all support and services required to move
out of the facility at the end of the lease term. If Sublessee requires
contractors to assist them in moving out of the facility, Sublessee agrees to
provide landlord with proof of adequate contractor insurance coverage prior to
contractor entering into the facility. |
||
3. Landlord will provide tenant with sufficient parking spaces in the parking lot.
Sublessor will provide tenant with 25% of the parking spaces in the parking lot
allotted to Sublessor. Tenant agrees that all cabling and connection equipment
that is used to attached tenants PCs to the IT infrastructure will remain the
property of the landlord and will not be removed by the tenant at the end of the
lease term. |
||
4. Fixed assets on the books of the landlord as of the date of the ITT separation
will remain the property of the landlord during and at the end of the lease term. |
||
5. Fixed assets on the books of the tenant as of the date of the ITT separation
will remain the property of the tenant during and at the end of lease period |
||
6. As a part of tenants move out of the facility at the expiration of this
agreement, landlords IT department will shutdown tenants servers and make a back
up copy of all the data that is on these servers immediately prior to the shutdown
of the servers. |
||
7. Tenant shall have the reasonable right to use, and Landlord shall at all times
have exclusive control of, and operate and maintain, the Common Areas including
the cafeteria in the manner Landlord may reasonably determine to be appropriate. |
||
8. Tenant has no right to sublease their space. |
||
9. Assignment of this agreement requires landlord approval in writing. |
||
Local Law Provisions
|
Indian Contract Act, 1872 |
22
GOULDS PUMPS, INCORPORATED |
||||
By: | ||||
Name: | ||||
Title: | ||||
XYLEM INC. |
||||
By: | ||||
Name: | ||||
Title: | ||||
ARTICLE I |
||||
DEFINITIONS |
||||
SECTION 1.01. Defined Terms |
1 | |||
SECTION 1.02. Terms Generally |
24 | |||
SECTION 1.03. Accounting Terms; GAAP |
24 | |||
ARTICLE II |
||||
THE CREDITS |
||||
SECTION 2.01. Commitments |
25 | |||
SECTION 2.02. Loans |
25 | |||
SECTION 2.03. Competitive Bid Procedure |
27 | |||
SECTION 2.04. Revolving Borrowing Procedure |
29 | |||
SECTION 2.05. Letters of Credit |
30 | |||
SECTION 2.06. Conversion and Continuation of Revolving Loans |
34 | |||
SECTION 2.07. Fees |
35 | |||
SECTION 2.08. Repayment of Loans; Evidence of Debt |
36 | |||
SECTION 2.09. Interest on Loans |
37 | |||
SECTION 2.10. Default Interest |
38 | |||
SECTION 2.11. Alternate Rate of Interest |
38 | |||
SECTION 2.12. Termination, Reduction, Extension and Increase of Commitments |
38 | |||
SECTION 2.13. Prepayment |
41 | |||
SECTION 2.14. Reserve Requirements; Change in Circumstances |
41 | |||
SECTION 2.15. Change in Legality |
42 | |||
SECTION 2.16. Indemnity |
43 | |||
SECTION 2.17. Pro Rata Treatment |
44 | |||
SECTION 2.18. Sharing of Setoffs |
44 | |||
SECTION 2.19. Payments |
45 | |||
SECTION 2.20. Taxes |
45 | |||
SECTION 2.21. Duty to Mitigate; Assignment of Commitments Under Certain
Circumstances |
49 | |||
SECTION 2.22. Defaulting Lenders |
50 | |||
ARTICLE III |
||||
REPRESENTATIONS AND WARRANTIES |
||||
SECTION 3.01. Organization; Powers |
52 | |||
SECTION 3.02. Authorization |
52 | |||
SECTION 3.03. Enforceability |
52 | |||
SECTION 3.04. Governmental Approvals |
52 | |||
SECTION 3.05. Financial Statements and Projections |
52 |
2
SECTION 3.06. Litigation; Compliance with Laws |
53 | |||
SECTION 3.07. Federal Reserve Regulations |
53 | |||
SECTION 3.08. Investment Company Act |
54 | |||
SECTION 3.09. Use of Proceeds |
54 | |||
SECTION 3.10. Full Disclosure; No Material Misstatements |
54 | |||
SECTION 3.11. Taxes |
54 | |||
SECTION 3.12. Employee Pension Benefit Plans |
54 | |||
SECTION 3.13. OFAC |
55 | |||
ARTICLE IV |
||||
CONDITIONS OF LENDING |
||||
SECTION 4.01. All Extensions of Credit |
55 | |||
SECTION 4.02. Effective Date |
56 | |||
SECTION 4.03. First Borrowing by Each Borrowing Subsidiary |
58 | |||
ARTICLE V |
||||
AFFIRMATIVE COVENANTS |
||||
SECTION 5.01. Existence |
59 | |||
SECTION 5.02. Business and Properties |
59 | |||
SECTION 5.03. Financial Statements, Reports, etc |
59 | |||
SECTION 5.04. Insurance |
60 | |||
SECTION 5.05. Obligations and Taxes |
60 | |||
SECTION 5.06. Litigation and Other Notices |
61 | |||
SECTION 5.07. Maintaining Records; Access to Properties and Inspections |
61 | |||
SECTION 5.08. Use of Proceeds |
61 | |||
SECTION 5.09. Distribution Agreement and Related Agreements |
61 | |||
ARTICLE VI |
||||
NEGATIVE COVENANTS |
||||
SECTION 6.01. Priority Indebtedness |
61 | |||
SECTION 6.02. Liens |
62 | |||
SECTION 6.03. Sale and Lease-Back Transactions |
63 | |||
SECTION 6.04. Fundamental Changes |
64 | |||
SECTION 6.05. Restrictive Agreements |
64 | |||
SECTION 6.06. Leverage Ratio |
65 | |||
ARTICLE VII |
||||
EVENTS OF DEFAULT |
3
ARTICLE VIII |
||||
GUARANTEE |
||||
ARTICLE IX |
||||
THE ADMINISTRATIVE AGENT |
||||
ARTICLE X |
||||
MISCELLANEOUS |
||||
SECTION 10.01. Notices |
70 | |||
SECTION 10.02. Survival of Agreement |
70 | |||
SECTION 10.03. Binding Effect |
70 | |||
SECTION 10.04. Successors and Assigns |
70 | |||
SECTION 10.05. Expenses; Indemnity |
70 | |||
SECTION 10.06. APPLICABLE LAW |
70 | |||
SECTION 10.07. Waivers; Amendment |
70 | |||
SECTION 10.08. Entire Agreement |
70 | |||
SECTION 10.09. Severability |
70 | |||
SECTION 10.10. Counterparts |
70 | |||
SECTION 10.11. Headings |
70 | |||
SECTION 10.12. Right of Setoff |
70 | |||
SECTION 10.13. JURISDICTION; CONSENT TO SERVICE OF PROCESS |
70 | |||
SECTION 10.14. WAIVER OF JURY TRIAL |
70 | |||
SECTION 10.15. Borrowing Subsidiaries |
70 | |||
SECTION 10.16. Conversion of Currencies |
70 | |||
SECTION 10.17. USA PATRIOT Act |
70 | |||
SECTION 10.18. No Fiduciary Relationship |
70 | |||
SECTION 10.19. Non-Public Information |
70 |
4
EXHIBITS | ||
Exhibit A-1 | Form of Competitive Bid Request |
|
Exhibit A-2 | Form of Notice of Competitive Bid Request |
|
Exhibit A-3 | Form of Competitive Bid |
|
Exhibit A-4 | Form of Competitive Bid Accept/Reject Letter |
|
Exhibit A-5 | Form of Revolving Borrowing Request |
|
Exhibit B | Form of Assignment and Assumption |
|
Exhibit C-1 | Form of Opinion of Dewey & LeBoeuf, Counsel for Xylem Inc. |
|
Exhibit C-2 | Form of Opinion of Frank R. Jimenez, General Counsel and
Corporate Secretary of Xylem Inc. |
|
Exhibit D-1 | Form of Borrowing Subsidiary Agreement |
|
Exhibit D-2 | Form of Borrowing Subsidiary Termination |
|
Exhibit E | Form of Issuing Bank Agreement |
|
Exhibit F | Form of Note |
|
Exhibit G | Form of US Tax Certificate |
|
SCHEDULES | ||
Schedule 2.01 | Commitments |
|
Schedule 6.01 | Existing Indebtedness |
|
Schedule 6.02 | Existing Liens |
|
Schedule 6.05 | Existing Restrictive Agreements |
5
2
Eurocurrency | Alternate Base | Facility Fee | L/C Participation | |||||||||||||
Spread | Rate Spread | Percentage | Fee Percentage | |||||||||||||
Category 1 |
||||||||||||||||
A3 or higher by Moodys; A- or higher by S&P; A- or higher by Fitch |
0.900 | % | 0.000 | % | 0.1000 | % | 0.900 | % | ||||||||
Category 2 |
||||||||||||||||
Baa1 or higher by Moodys; BBB+ or higher by S&P; BBB+ or higher by Fitch |
1.000 | % | 0.000 | % | 0.1250 | % | 1.000 | % | ||||||||
Category 3 |
||||||||||||||||
Baa2 by Moodys; BBB by S&P; BBB by Fitch |
1.100 | % | 0.100 | % | 0.150 | % | 1.100 | % | ||||||||
Category 4 |
||||||||||||||||
Baa3 by Moodys; BBB- by S&P; BBB- by Fitch |
1.300 | % | 0.300 | % | 0.200 | % | 1.300 | % | ||||||||
Category 5 |
||||||||||||||||
Lower than Baa3 by Moodys; Lower than BBB- by S&P; Lower than BBB- by Fitch |
1.475 | % | 0.475 | % | 0.275 | % | 1.475 | % |
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XYLEM INC., as Borrower, |
||||
by | ||||
Name: | ||||
Title: | ||||
JPMORGAN CHASE BANK, N.A., individually and as Administrative Agent, |
||||
by | ||||
Name: | ||||
Title: | ||||
CITIBANK, N.A., |
||||
by | ||||
Name: | ||||
Title: | ||||
SIGNATURE PAGE TO XYLEM INC. CREDIT AGREEMENT DATED AS OF , 2011 |
||||
Lender: , |
||||
by | ||||
Name: | ||||
Title: | ||||
For any Lender requiring a second signature line: |
||||
by | ||||
Name: | ||||
Title: | ||||
(A) Date of Competitive Borrowing (which is a Business Day) |
|||
(B) Currency of Competitive Borrowing1 |
|||
(C) Principal amount
of Competitive Borrowing2 |
|||
(D) Interest rate basis3 |
|||
(E) Interest Period and the
last day thereof4 |
|||
1 | Dollar or a Non-US Currency. | |
2 | An integral multiple of 1,000,000 units of the applicable currency with a Dollar Equivalent of at least $10,000,000 but not greater than the Total Commitment then available. | |
3 | A Eurocurrency Borrowing or a Fixed Rate Borrowing. | |
4 | Shall be subject to the definition of the term Interest Period and end not later than the Maturity Date. |
Very truly yours, | ||||||
[NAME OF BORROWER], | ||||||
by | ||||||
Title: [Financial Officer] |
2
(A)
|
Date of Competitive Borrowing | |||||
(B)
|
Currency of Competitive Borrowing | |||||
(C)
|
Principal amount of Competitive Borrowing | |||||
(D)
|
Interest rate basis | |||||
(E)
|
Interest Period and the last day thereof. | |||||
1 | The Competitive Bid must be received by the Administrative Agent (i) in the case of Eurocurrency Competitive Loans, not later than 9:30 a.m., New York City time, three Business Days before a proposed Competitive Borrowing, and (ii) in the case of Fixed Rate Loans, not later than 9:30 a.m., New York City time, on the day of a proposed Competitive Borrowing. |
Very truly yours, JPMORGAN CHASE BANK, N.A., as Administrative Agent, |
||||
by | ||||
Name: | ||||
Title: |
(A)
|
Principal Amount 1 | |||||
(B)
|
Competitive Bid Rate 2 | |||||
(C)
|
Interest Period and last day thereof | |||||
1 | An integral multiple of 1,000,000 units of the applicable currency and may be equal to the entire principal amount of the Competitive Borrowing requested. Multiple bids will be accepted by the Administrative Agent. | |
2 | i.e., LIBO Rate + or -_%, in the case of Eurocurrency Competitive Loans, or %, in the case of Fixed Rate Loans. |
Very truly yours, [NAME OF LENDER], |
||||
by | ||||
Name: | ||||
Title: |
2
Principal Amount | Currency | Fixed Rate/Margin | Lender | |||||||||
[%]/[+/-.%] |
Principal Amount | Currency | Fixed Rate/Margin | Lender | |||||||||
[%]/[+/-.%] |
Very truly yours, [NAME OF BORROWER], |
||||
by | ||||
Name: | ||||
Title: |
(A)
|
Date of Revolving Borrowing (which is a Business Day) | |||||
(B)
|
Principal amount of Revolving Borrowing1 | |||||
(C)
|
Interest rate basis2 | |||||
(D)
|
Interest Period and the last day thereof 3 | |||||
1 | An integral multiple of $5,000,000 and not less than $10,000,000 (or an aggregate principal amount equal to the Total Commitment then available) but not greater than the Total Commitment then available. | |
2 | Eurocurrency Revolving Loan or ABR Loan. | |
3 | Shall be subject to the definition of the term Interest Period. |
Very truly yours, [NAME OF BORROWER], |
||||
by | ||||
Name: | ||||
Title: | [Financial Officer] |
1. | Assignor (the Assignor): | ||
2. | Assignee (the Assignee): |
3. | Borrowers: | ||
4. | Administrative Agent: | ||
5. | Assigned Interest: |
Aggregate Amount | Percentage | |||||||||||
of | Amount of | Assigned of | ||||||||||
Commitment/Loans | Commitment/Loans | Commitment/ | ||||||||||
of all Lenders | Assigned | Loans1 | ||||||||||
Commitment Assigned |
$ | $ | % | |||||||||
Revolving Loans |
$ | $ | % | |||||||||
Competitive Loans |
$ | $ | % |
1 | Set forth, to at least nine decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. |
2
[NAME OF ASSIGNOR], as Assignor, |
||||
by | ||||
Name: | ||||
Title: | ||||
[NAME OF ASSIGNEE], as Assignee, |
||||
by | ||||
Name: | ||||
Title: | ||||
Consented to: | ||||
JPMORGAN CHASE BANK, N.A. | ||||
as Administrative Agent, | ||||
by |
||||
Title: | ||||
Consented to: | ||||
[ ], as Issuing Bank, | ||||
by
|
||||
Title: | ||||
[Consented to: | ||||
Xylem Inc., | ||||
as the Company, | ||||
by |
||||
Title:]2 |
2 | No consent of the Company shall be required for an assignment to a Lender, an Affiliate of a Lender or, if an Event of Default has occurred and is continuing, any other assignee. |
3
2
1 | For opinion purposes, Loan Documents will be defined as those Loan Documents to be executed and delivered as of the Effective Date. |
2
XYLEM INC., |
||||
by | ||||
Name: | ||||
Title: | ||||
[NAME OF SUBSIDIARY], |
||||
by | ||||
Name: | ||||
Title: | ||||
Accepted as of the date first appearing above: | ||||
JPMORGAN CHASE BANK N.A., | ||||
as Administrative Agent, | ||||
by |
||||
Title: |
XYLEM INC., |
||||
by | ||||
Name: | ||||
Title: |
2
XYLEM INC., |
||||
by | ||||
Name: | ||||
Title: | ||||
[ISSUING BANK], |
||||
by | ||||
Name: | ||||
Title: | ||||
Accepted: | ||||
JPMORGAN CHASE BANK N.A., as | ||||
Administrative Agent, | ||||
by
|
||||
Title: |
A.
|
Issuing Bank: | |||
B.
|
Issuing Banks Address and Telecopy Number for Notices: | |||
C.
|
Time of Day by Which Notices Must be Received | A notice requesting the issuance of a Letter of Credit must be received by the Issuing Bank by 10:00 a.m. (New York time) not less than five Business Days prior to the proposed date of issuance. | ||
D.
|
Special Terms: | The aggregate L/C Exposure in respect of Letters of Credit issued pursuant to this Agreement shall not exceed $[ ]. | ||
E.
|
Issuing Bank Fronting Fee: | [ ]% per annum on the average daily undrawn amount of the Letters of Credit, payable on the same dates that L/C Participation Fees are payable under the Credit Agreement. | ||
F.
|
Issuing Banks Account for Payment of Issuing Bank Fees: |
[NAME OF BORROWER], |
||||
by | ||||
Name: | ||||
Title: |
Amount of Principal | Unpaid | Notations | ||||||
Date | Amount of Loan | Repaid | Principal Balance | Made By | ||||
2
By: |
||||
Title: |
By: |
||||
Title: |
By: |
||||
Title: |
By: |
||||
Title: |
Lender | Commitment | |||
JPMorgan Chase Bank, N.A. |
$ | 50,000,000 | ||
Citibank, N.A. |
$ | 50,000,000 | ||
Barclays Bank PLC |
$ | 50,000,000 | ||
Société Générale |
$ | 50,000,000 | ||
The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch |
$ | 40,000,000 | ||
The Royal Bank of Scotland plc |
$ | 40,000,000 | ||
U.S. Bank National Association |
$ | 40,000,000 | ||
Wells Fargo Bank, N.A. |
$ | 40,000,000 | ||
BNP Paribas |
$ | 25,000,000 | ||
ING Bank N.V. Dublin Branch |
$ | 25,000,000 | ||
Mizuho Corporate Bank (USA) |
$ | 25,000,000 | ||
Svenska Handelsbanken Ab (publ) |
$ | 25,000,000 | ||
The Northern Trust Company |
$ | 25,000,000 | ||
UBS Loan Finance LLC |
$ | 25,000,000 | ||
Australia and New Zealand Banking Group Limited |
$ | 15,000,000 | ||
Crédit Industriel et Commercial |
$ | 15,000,000 | ||
Intesa Sanpaolo S.p.A. New York |
$ | 15,000,000 | ||
SEB AG |
$ | 15,000,000 | ||
The Bank of New York Mellon |
$ | 15,000,000 | ||
The Governor and Company of the Bank of Ireland |
$ | 15,000,000 | ||
Total |
$ | 600,000,000 |
Borrower | Lender | Balance | ||
ITT do Brasil Ltda
|
Banco Citibank SA | BRL 22,332,497.81 |
![]() |
Scott A. Crum | |
Senior Vice President and | ||
Director, Human Resources | ||
ITT Corporation | ||
1133 Westchester Avenue | ||
White Plains, NY 10604 | ||
tel 914 641 2010 | ||
fax 914 696 2964 | ||
scott.crurn@itt.com |
Ø | Annual Base Salary: Your starting base salary will be $400,000 annually, payable in bi-weekly installments. | |
Ø | Annual Incentive: You will be eligible for participation in the ITT annual executive incentive program for performance year 2009 according to the approved parameters of the plan. Your standard bonus will be calculated at 60% of base salary. This discretionary bonus program is based on company and individual performance. For 2009, your bonus will be guaranteed at $200,000. Approved bonus awards for performance year 2009 will be payable in March 2010. | |
Ø | Sign-On Payment: You will receive a cash sign-on payment of $100,000 following completion of one month of service. This payment is not pensionable and will be subject to normal withholding. | |
Ø | Automobile Allowance: You will be eligible for a monthly automobile allowance of $1,300 under the ITT Corporate Policy 30-18, Company Vehicles and Allowances (U.S. Operations), attached. |
Mr. Frank R. Jimenez | -2- | April 2, 2009 |
Ø | Long-Term Incentives: You will be eligible to participate in the ITT Long-Term Incentive Award Program annually, according to the approved parameters of the program and approval by the Compensation and Personnel Committee of the Board of Directors. | |
For 2009, you will be granted a total target long-term incentive award of $500,000 which will be comprised as follows: |
o | One third of your total award will be in the form of a target cash award under the ITT 1997 Long-Term Incentive Plan. The measurement period for this award will be January 1, 2009 through December 31, 2011. Payment, if any, will be made early in the first quarter of 2012. The ultimate value of this award will be determined based on ITTs Total Shareholder Return (TSR) relative performance as measured against the S&P Industrials, in accordance with the terms of the Plan, administrative rules and award documents. | ||
o | One-third of your total award will be in the form of an ITT restricted stock award under the ITT 2003 Equity Incentive Plan. These shares will be subject to a three-year period of restriction, subject to your continued employment and the terms of the Plan. | ||
o | One-third of your total award will be in the form of a non-qualified stock option award under the ITT 2003 Equity Incentive Plan. The option exercise price will be the closing price of ITT common shares on the date of grant. These options will vest in one-third cumulative annual installments and will expire seven years from the date of grant, subject to your continued employment and the terms of the Plan. |
Ø | Relocation: Your relocation costs will be reimbursed in accordance with Section 30-11 of the attached ITT Policy. ITT will pay all appropriate closing costs associated with the purchase of a residence in the White Plains area as well as the referenced fees associated with the sale of your current home (if applicable) and the move of your household goods to your new residence. In conjunction with your relocation, we have agreed to provide you with a one-month settling in allowance on a tax protected basis. | |
Ø | Severance: You will be covered under the terms of the ITT Corporation Senior Executive Severance Pay Plan, copy attached. You will also be covered under the ITT Corporation Special Senior Executive Severance Pay Plan, copy attached. In the event of a change of control, you would receive severance pay |
Mr. Frank R. Jimenez | -3- | April 2, 2009 |
equivalent to the sum of two times the highest annual base salary rate paid and two times the highest bonus paid in respect of the three years preceding an Acceleration Event. | ||
Ø | Fitness Subsidy: You will be eligible for an annual fitness subsidy of $500 for membership in a health club. | |
Ø | Senior Financial Counseling and Tax Planning: You will be eligible to receive financial counseling and tax planning services which will be reimbursed by ITT on a tax-protected basis. | |
Ø | Vacation: You will be eligible for four weeks of paid vacation under the ITT Headquarters vacation policy. For 2009, you will be eligible for three weeks of paid vacation provided you join on June 8, 2009. In addition, please note that the ITT Corporate Headquarters will close for the December holiday from Thursday, December 24, through Thursday, December 31, 2009. Further explanation of our vacation policy and other corporate policies will be provided to you on your first day of work. | |
Ø | Benefits Plans: You will be eligible for coverage under the various plans comprising the ITT Corporation Salaried Benefits Program when you satisfy the participation conditions. The 2009 Benefits Highlights is enclosed and should provide valuable information concerning our plans and estimated health plan contributions. More detailed information describing the following plans will be provided on your first day of work: |
v | Salaried Medical Plan through Empire BlueCross BlueShield and Medco | ||
v | Salaried Vision Plan through EyeMed | ||
v | Salaried Dental Plan through Met Life | ||
v | Salaried Life Insurance Plan | ||
v | Salaried Investment and Savings Plan | ||
v | Salaried Short-Term Disability Plan | ||
v | Salaried Long-Term Disability Insurance Plan | ||
v | Salaried Retirement Plan | ||
v | Life Plus program (through Marsh@WorkSolutions) | ||
v | Long-Term Care Plan (through John Hancock) | ||
v | Flexible Spending Account Plan |
Mr. Frank R. Jimenez | -4- | April 2, 2009 |
Mr. Frank R. Jimenez | -5- | April 2, 2009 |
Very truly yours, | ||||
Enclosures
|
/s/ Scott A. Crum | |||
The above offer is accepted subject to the forgoing conditions. | ||||
/s/ Frank R. Jimenez
|
6 APRIL 2009 | |||
Date | ||||
8 JUNE 2009 |
||||
Start Date |
Information
contained herein is subject to completion or amendment. A
Registration Statement on Form 10 relating to these
securities has been filed with the Securities and Exchange
Commission under the Securities Exchange Act of 1934, as
amended. |
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156 | ||||
159 | ||||
161 | ||||
166 | ||||
F-1 |
1
2
3
4
Q: | What is the spin-off? | |
A: | The spin-off is the series of transactions by which Xylem will separate from ITT. To complete the spin-off, ITT will distribute to its shareholders all of the shares of Xylem common stock. We refer to this as the distribution. Following the spin-off, Xylem will be a separate company from ITT, and ITT will not retain any ownership interest in Xylem. | |
Q: | What will I receive in the spin-off? | |
A: | As a holder of ITT stock, you will retain your ITT shares and will receive one share of Xylem common stock for each share of ITT common stock you own as of the record date. You will also receive one share of common stock of Exelis Inc. in connection with the concurrent spin-off of that company. Your proportionate interest in ITT will not change as a result of the spin-off. See The Spin-Off. | |
Q: | What is Xylem? | |
A: | Xylem is a world leader in the design, manufacturing, and application of highly engineered technologies for the water industry. Xylem is currently a wholly owned subsidiary of ITT whose shares will be distributed to ITT shareholders if the spin-off is completed. After the spin-off is completed, Xylem will be a public company. | |
Q: | Why is the separation of Xylem structured as a spin-off? | |
A: | On January 11, 2011, the Board of Directors of ITT approved a plan to spin off its water-related businesses, which we refer to as ITTs Water business, and its Defense and Information Solutions segment, which we refer to as ITTs Defense business. ITT currently believes a spin-off is the most efficient way to accomplish a separation of the Water business for various reasons, including: (i) a spin-off would be a tax-free distribution of Xylem common stock to shareholders; (ii) a spin-off offers a higher degree of certainty of completion in a timely manner, lessening disruption to current Water business operations; and (iii) a spin-off provides greater assurance that decisions regarding Xylems capital structure support future financial stability. After consideration of strategic alternatives, including a sale, ITT believes that a tax-free spin-off will enhance the long-term value of both ITT and Xylem. See The Spin-Off Reasons for the Spin-Off. |
5
Q: | Can ITT decide to cancel the distribution of the Xylem common shares even if all the conditions have been met? | |
A: | Yes. The distribution of Xylem common stock is subject to the satisfaction or waiver of certain conditions. See The Spin-Off Conditions to the Spin-Off. ITT has the right not to complete the spin-off if, at any time prior to the distribution, the Board of Directors of ITT determines, in its sole discretion, that the spin-off is not in the best interests of ITT or its shareholders or other constituents, that a sale or other alternative is in the best interests of ITT or its shareholders or other constituents, or that it is not advisable at that time for Xylem to separate from ITT. | |
Q: | What is being distributed in the spin-off? | |
A: | Approximately 184 million shares of Xylem common stock will be distributed in the spin-off, based on the number of shares of ITT common stock expected to be outstanding as of , 2011, the record date. The exact number of shares of Xylem common stock to be distributed will be calculated on the record date, and assuming a distribution ratio of one-to-one. The shares of Xylem common stock to be distributed by ITT will constitute all of the issued and outstanding shares of Xylem common stock immediately prior to the distribution. For more information on the shares being distributed in the spin-off, see Description of Capital Stock Common Stock. | |
Q: | How will options and stock held by Xylem employees be affected as a result of the spin-off? | |
A: | At the time of the distribution, the exercise price of and number of shares subject to any outstanding option to purchase ITT stock, as well as the number of shares subject to any restricted stock right or other ITT equity award held by Xylems current and former employees on the distribution date, will be adjusted to reflect the value of the distribution such that the intrinsic value of such awards at the time of separation is held constant. In addition, existing performance criteria applicable to such awards will be modified appropriately to reflect the spin-off. | |
Additionally, Xylems current and former employees who hold accounts in the ITT 401(k) Plan on , 2011 will have their accounts transferred to the Xylem 401(k) Plan, as of , 2011, including any shares of ITT common stock held in the ITT Stock Fund under the ITT 401(k) Plan. On the distribution date, shares of Xylem common stock (as well as shares of Exelis common stock), based on the distribution ratio for each share of ITT common stock held in such employees ITT stock fund account, will be included in a new Xylem stock fund account under the Xylem 401(k) Plan. However, in conformity with the fiduciary responsibility requirements of the Employee Retirement Income Security Act of 1974 (ERISA), remaining shares of ITT common stock held in Xylems employees ITT stock fund accounts following the distribution will be disposed of and allocated to another investment alternative available under the Xylem 401(k) Plan if and when directed by participants, and any such shares remaining as of , 2012 will be automatically disposed of and the proceeds invested in another such investment alternative (but this will not prohibit diversified, collectively managed investment alternatives available under the Xylem 401(k) Plan from holding ITT common stock or prohibit employees who use self-directed accounts in the Xylem 401(k) Plan from investing their accounts in ITT common stock). | ||
In addition, current and former ITT employees who hold shares of ITT common stock in their ITT 401(k) Plan account as of the record date will receive shares of our common stock (as well as shares of Exelis common stock) in the distribution. Our shares (as well as shares of Exelis common stock) will be included in new, temporary stock funds under the ITT 401(k) Plan. In conformity with the fiduciary responsibility requirements of ERISA, remaining shares of our common stock (as well as shares of Exelis common stock) held in these temporary stock funds following the distribution will be disposed of and allocated to another investment alternative available under the ITT 401(k) Plan when directed by participants, and any such shares remaining as of , 2012 will be automatically disposed of and the proceeds invested in another such investment alternative (but this will not prohibit diversified, collectively managed investment alternatives available under the ITT 401(k) Plan from holding our common stock or prohibit employees who use self-directed accounts in the ITT 401(k) Plan from investing their accounts in our common stock). |
6
Q: | When is the record date for the distribution? | |
A: | The record date will be 5:00 p.m., New York time, on , 2011. | |
Q: | When will the distribution occur? | |
A: | The distribution date of the spin-off is , 2011. Xylem expects that it will take the distribution agent, acting on behalf of ITT, up to two weeks after the distribution date to fully distribute the shares of Xylem common stock to ITT shareholders. The ability to trade Xylem shares will not be affected during that time. | |
Q: | What do I have to do to participate in the spin-off? | |
A: | Nothing. You are not required to take any action, although you are urged to read this entire document carefully. No shareholder approval of the distribution is required or sought. You are not being asked for a proxy. No action is required on your part to receive your shares of Xylem common stock. You will neither be required to pay anything for the new shares nor be required to surrender any shares of ITT common stock to participate in the spin-off. | |
Q: | What are ITTs reasons for the spin-off? | |
A: | ITTs Board of Directors has determined that the spin-off is in the best interests of ITT and its shareholders and other constituents because the spin-off will provide the following key benefits: | |
Greater Strategic Focus of Financial Resources
and Managements Efforts. ITTs Water
business represents a discrete portion of ITTs overall
businesses. It has historically exhibited different financial
and operating characteristics than ITTs other businesses.
The spin-off will allow us to better align managements
attention, compensation and resources to pursue opportunities in
the water technology market and to manage our cost structure
more actively.
|
||
Enhanced Customer Focus. Both ITT
and we believe that, as a unified, commonly managed, stand-alone
water technology business, our management will be able to focus
solely on the needs of our own customers, without dilution
arising from a connection to a larger parent with diverse goals
and incentives.
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Direct and Differentiated Access to Capital
Resources. After the spin-off, we will no longer
need to compete with ITTs other businesses for capital
resources. As a long-cycle global industrial business with
strong global cash flow generation, our business has different
financial and operating characteristics from ITTs other
businesses.
|
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Enhanced Investor Choices by Offering Investment
Opportunities in Separate Entities. After the
spin-off, investors should be better able to evaluate our
financial performance, as well as our strategy within the
context of our markets, thereby enhancing the likelihood that we
will achieve an appropriate market valuation.
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Improved Management Incentive
Tools. It is expected that we will use our equity
to compensate current and future employees. In multi-business
companies such as ITT, it is difficult to structure incentives
that reward managers in a manner directly related to the
performance of their respective business units. By granting
equity linked to a specific business, equity compensation will
be more in line with the financial results of the managers
direct work product. In addition, reducing the conglomerate
discount that currently impacts ITT stock may provide our
business with a more attractive currency for equity-based
compensation.
|
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Utilization of Stock as an Acquisition
Currency. Although we are not currently
evaluating any acquisitions involving the use of our stock, the
spin-off will enable us to use our stock as currency to pursue
certain financial and strategic objectives, including tax-free
merger transactions. In addition, future strategic transactions
with similar businesses will be more easily facilitated through
the use of our stand-alone stock as consideration.
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ITTs Board of Directors also considered a number of potentially negative factors in evaluating the spin-off, including costs relating to the separation and risks relating to the capital structure of ITT and us following the spin-off. Notwithstanding these costs and risks, however, ITTs Board of Directors determined that the potential benefits of the spin-off outweighed these factors. See Risk Factors Risks Relating to the Spin-Off and The Spin-Off Reasons for the Spin-Off. |
7
Q: | What are the U.S. Federal income tax consequences of the spin-off? | |
A: | The spin-off is conditioned on the receipt by ITT of a ruling (IRS Ruling) from the Internal Revenue Service (IRS) that, for U.S. Federal income tax purposes, the distribution, together with certain related transactions, will be tax-free to ITT and ITTs shareholders under Sections 355 and 368(c)(1) of the Internal Revenue Code of 1986 (the Code). In addition, the spin-off is conditioned on the receipt of an opinion of tax counsel as to the satisfaction of certain requirements necessary for the distribution, together with certain related transactions, to receive tax-free treatment under Sections 355 and 368(a)(1)(D) of the Code upon which the IRS will not rule. ITT expects to receive such opinion at the time of the consummation of the spin-off. Although ITT has no intention to do, such conditions are solely for the benefit of ITT and may be waived by ITT in its sole discretion. The tax consequences of the distribution are described in more detail under The Spin-Off U.S. Federal Income Tax Consequences of the Spin-Off. | |
Q: | Will the Xylem common stock be listed on a stock exchange? | |
A: | Yes. Although there is not currently a public market for Xylem common stock, before completion of the spin-off, Xylem will apply to list its common stock on the New York Stock Exchange (NYSE) under the symbol XYL. It is anticipated that trading of Xylem common stock will commence on a when-issued basis at least two trading days prior to the record date. When-issued trading refers to a sale or purchase made conditionally because the security has been authorized but not yet issued. When-issued trades generally settle within four trading days after the distribution date. On the first trading day following the distribution date, any when-issued trading with respect to Xylem common stock will end and regular-way trading will begin. Regular-way trading refers to trading after a security has been issued and typically involves a transaction that settles on the third full trading day following the date of the transaction. See Trading Market. | |
Q: | Will my shares of ITT common stock continue to trade? | |
A: | Yes. ITT common stock will continue to be listed and trade on the NYSE under the symbol ITT. | |
Q: | If I sell, on or before the distribution date, shares of ITT common stock that I held on the record date, am I still entitled to receive shares of Xylem common stock distributable with respect to the shares of ITT common stock I sold? | |
A: | Beginning on or shortly before the record date and continuing through the distribution date for the spin-off, ITTs common stock will begin to trade in two markets on the NYSE: a regular-way market and an ex-distribution market. If you hold shares of ITT common stock as of the record date for the distribution and choose to sell those shares in the regular-way market after the record date for the distribution and on or before the distribution date, you also will be selling the right to receive the shares of Xylem common stock in connection with the spin-off. However, if you hold shares of ITT common stock as of the record date for the distribution and choose to sell those shares in the ex-distribution market after the record date for the distribution and on or before the distribution date, you will still receive the shares of Xylem common stock in the spin-off. | |
Q: | Will the spin-off affect the trading price of my ITT stock? | |
A: | Yes, the trading price of shares of ITT common stock immediately following the distribution is expected to be lower than immediately prior to the distribution because its trading price will no longer reflect the value of the Water and Defense businesses. However, we cannot provide you with any guarantees as to the price at which the ITT shares will trade following the spin-off. | |
Q: | What indebtedness will Xylem have following the spin-off? | |
A: | On September 20, 2011, Xylem issued $1.2 billion aggregate principal amount of senior notes, the net proceeds of which have funded a net cash transfer of approximately $817 million to ITT, with the balance to be used in connection with the YSI acquisition and for general corporate purposes. See Description of Material Indebtedness. |
8
Q: | What is the Contribution? | |
A: | As part of the internal reorganization, we have funded a net cash transfer of approximately $817 million to ITT, which is expected to be used to repay outstanding ITT indebtedness. Immediately following the Contribution, we expect that we will have approximately $200 million in cash and cash equivalents and long-term indebtedness of approximately $1.2 billion, which, together with the cash generated by our ongoing operations, we believe will provide us with sufficient liquidity and capital resources to meet our cash needs and allow us to finance our operations on acceptable terms and conditions. Exelis is also expected to have approximately $200 million in cash and cash equivalents and long-term indebtedness of approximately $890 million, which, together with the cash generated by its ongoing operations, is expected to provide Exelis, which will assume the ITT Salaried Retirement Plan and other postretirement benefit plans from ITT, with sufficient liquidity and capital resources to meet its cash needs and allow Exelis to finance its operations on acceptable terms and conditions. In addition, immediately following the Contribution, ITT is expected to have approximately $ million in cash and cash equivalents and no long-term indebtedness, which, together with the cash generated by ITTs ongoing operations, is expected to provide ITT, which will have a larger portion of net legacy liabilities, with sufficient liquidity to meet its cash needs and permit ITT to finance its operations on acceptable terms and conditions. Although we believe that the arrangements in place at the time of the distribution will permit us, Exelis and ITT to finance our and their operations on acceptable terms and conditions, our, Exeliss and ITTs access to, and the availability of, financing on acceptable terms and conditions in the future will be impacted by many factors, including credit ratings or absence of a credit rating, the liquidity of the overall capital markets, and the current state of the economy. | |
Q: | What will be the relationship between ITT and Xylem after the spin-off? | |
A: | Following the spin-off, Xylem will be an independent, publicly traded company and ITT will have no continuing stock ownership interest in Xylem. Xylem will have entered into a Distribution Agreement with ITT and Exelis and will enter into several other agreements for the purpose of allocating between Xylem, Exelis and ITT various assets, liabilities, rights and obligations (including employee benefits, intellectual property, insurance and tax-related assets and liabilities). These agreements will also govern Xylems relationship with ITT and Exelis following the spin-off and will provide arrangements for benefits and compensation matters, tax matters, intellectual property matters, insurance matters and other specified liabilities, rights and obligations attributable to periods before and, in some cases, after the spin-off. These agreements will also include arrangements with respect to transitional services to be provided by one or more of ITT, Xylem or Exelis to any other of them. The Distribution Agreement will provide, in general, that Xylem will indemnify ITT and Exelis, as the case may be, against any and all liabilities arising out of Xylems business as constituted in connection with the spin-offs and any other liabilities and obligations assumed by Xylem, and that ITT and Exelis will indemnify Xylem against any and all liabilities arising out of the businesses of ITT or Exelis, as the case may be, as constituted in connection with the spin-offs and any other liabilities and obligations assumed by ITT or Exelis, respectively. | |
Q: | What will Xylems dividend policy be after the spin-off? | |
A: | Following the distribution, we expect that initially Xylem will pay a dividend, although the timing, declaration, amount and payment of future dividends to our shareholders fall within the discretion of our Board of Directors and will depend on many factors, including our financial condition, results of operations and capital requirements, industry practice and other business considerations that Xylems Board of Directors considers relevant from time to time. In addition, the terms of the agreements governing our new debt or debt that we may incur in the future may limit or prohibit the payments of dividends. See Dividend Policy. | |
Q: | What are the anti-takeover effects of the spin-off? | |
A: | Some provisions of the amended and restated articles of incorporation of Xylem and the amended and restated by-laws of Xylem, Indiana law and possibly the agreements governing Xylems new debt, as each will be in effect immediately following the spin-off, may have the effect of making more difficult an acquisition of |
9
control of Xylem in a transaction not approved by Xylems Board of Directors. See Description of Capital Stock Provisions of Our Amended and Restated Articles of Incorporation and Amended and Restated By-Laws That Could Delay or Prevent a Change in Control. In addition, under the Tax Matters Agreement, Xylem will agree not to enter into any transaction for a period of two years following the distribution involving an acquisition (including issuance) of Xylem common stock or any other transaction (or, to the extent Xylem has the right to prohibit it, to permit any such transaction) that could cause the distribution to be taxable to ITT. Xylem will also agree to indemnify ITT for any tax resulting from any such transaction. Generally, ITT will recognize a taxable gain on the distribution if there are one or more acquisitions (including issuances) of Xylem capital stock representing 50% or more of Xylems then-outstanding stock, measured by vote or value, and the acquisitions are deemed to be part of a plan or series of related transactions that include the distribution. Any such acquisition of Xylem common stock within two years before or after the distribution (with exceptions, including public trading by less-than-5% shareholders and certain compensatory stock issuances) generally will be presumed to be part of such a plan unless that presumption is rebutted. As a result, Xylems obligations may discourage, delay or prevent a change of control of Xylem. | ||
Q: | What are the risks associated with the spin-off? | |
A: | There are a number of risks associated with the spin-off and ownership of Xylem common stock. These risks are discussed under Risk Factors. | |
Q: | How will the spin-off affect Xylems relationship with its customers? | |
A: | We believe we have well-established relationships with our principal customers. We believe the spin-off will enable us to better focus on those customers and to align our resources with their priorities. As we seek to enter into new contracts with our customers, we expect to continue to provide information to enable them to have ongoing confidence in our management, our workforce and our ability to perform, including our financial stability. | |
Q: | Where can I get more information? | |
A: | If you have any questions relating to the mechanics of the distribution, you should contact the distribution agent, The Bank of New York Mellon, at: |
ITT Corporation c/o BNY Mellon Shareowner Services P.O. Box 358015 Pittsburgh, PA 15252-8015 Phone: 800 254 2823 |
Before the spin-off, if you have any questions relating to the spin-off, you should contact ITT at: |
ITT Corporation Investor Relations Phone: +1 914 641 2030 Email: thomas.scalera@itt.com www.itt.com |
After the spin-off, if you have any questions relating to Xylem, you should contact Xylem at: |
Xylem Inc. Investor Relations Phone: +1 914 323 5930 Email: Phil.DeSousa@itt.com |
10
Distributing Company | ITT Corporation, an Indiana corporation. After the distribution, ITT will not own any shares of Xylem common stock. | |
Distributed Company | ITT Xylem Inc., an Indiana corporation and a wholly owned subsidiary of ITT. After the spin-off, Xylem will be an independent, publicly traded company. | |
Distributed Securities | All of the shares of Xylem common stock owned by ITT, which will be 100% of Xylem common stock issued and outstanding immediately prior to the distribution. | |
Record Date | The record date for the distribution is 5:00 p.m., New York time, on , 2011. | |
Distribution Date | The distribution date is , 2011. | |
Internal Reorganization | As part of the spin-off, ITT will undergo an internal reorganization, which we refer to as the internal reorganization, that will, among other things and subject to limited exceptions: | |
allocate and transfer to each of Xylem and Exelis
and their respective subsidiaries, as applicable, those assets,
and to allocate and assign responsibility for those liabilities,
in respect of the activities of the applicable businesses of
such entities; and
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allocate, transfer and assign, as applicable, those
assets and liabilities in respect of other current and former
businesses and activities of ITT and its current and former
subsidiaries.
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After completion of the spin-off: | ||
Xylem will own and operate ITTs water
infrastructure and applied water businesses;
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Exelis will own and operate ITTs command,
control, communications, computers, intelligence, surveillance
and reconnaissance (C4ISR) electronics and systems, and
informational and technical services businesses; and
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ITT will own and operate its industrial process,
motion technologies, interconnect solutions and control
technologies businesses.
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See The Spin-Off Manner of Effecting the Spin-Off Internal Reorganization. | ||
Incurrence of Debt | On September 20, 2011, Xylem issued $1.2 billion aggregate principal amount of senior notes, the net proceeds of which have funded a net cash transfer of approximately $817 million to ITT, with the balance to be used in connection with the YSI acquisition and for general corporate purposes. | |
Distribution Ratio | Each holder of ITT common stock will receive one share of Xylem common stock for each share of ITT common stock held on , 2011. | |
The Distribution | On the distribution date, ITT will release the shares of Xylem common stock to the distribution agent to distribute to ITT shareholders. The distribution of shares will be made in book-entry form, which means that no physical share certificates will be issued. It is |
11
expected that it will take the distribution agent up to two weeks to issue shares of Xylem common stock to you or to your bank or brokerage firm electronically on your behalf by way of direct registration in book-entry form. Trading of our shares will not be affected during that time. Following the spin-off, shareholders whose shares are held in book-entry form may request that their shares of Xylem common stock be transferred to a brokerage or other account at any time. You will not be required to make any payment, surrender or exchange your shares of ITT common stock, or take any other action to receive your shares of Xylem common stock. | ||
Conditions to the Spin-Off | Completion of the spin-off is subject to the satisfaction or waiver by ITT of the following conditions: | |
our Registration Statement on Form 10, of which
this Information Statement forms a part, shall have been
declared effective by the Securities and Exchange Commission
(the SEC), no stop order suspending the
effectiveness thereof shall be in effect, no proceedings for
such purpose shall be pending before or threatened by the SEC,
and this Information Statement shall have been mailed to the ITT
shareholders;
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Xylem common stock shall have been approved for
listing on the NYSE, subject to official notice of distribution;
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ITT shall have obtained an opinion from its tax
counsel, in form and substance satisfactory to ITT, as to the
satisfaction of certain requirements necessary for the
distribution, together with certain related transactions, to
qualify as a reorganization under Sections 355 and
368(a)(1)(D) of the Code upon which the IRS will not rule;
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ITT shall have obtained a private letter ruling from
the Internal Revenue Service, in form and substance satisfactory
to ITT, and such ruling shall remain in effect as of the
distribution date, to the effect, among other things, that the
distribution, together with certain related transactions, will
qualify as a reorganization under Sections 355 and
368(a)(1)(D) of the Code;
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the Board of Directors of ITT shall have obtained
opinions from a nationally recognized valuation firm, in form
and substance satisfactory to ITT, with respect to the capital
adequacy and solvency of each of ITT, Exelis and Xylem;
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ITT shall have obtained all government approvals and
other consents necessary to consummate the distribution;
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no order, injunction or decree issued by any
governmental entity of competent jurisdiction or other legal
restraint or prohibition preventing the consummation of all or
any portion of the distribution shall be pending, threatened,
issued or in effect, and no other event outside the control of
ITT shall have occurred or failed to occur that prevents the
consummation of all or any portion of the distribution;
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no other events or developments shall have occurred
or failed to occur that, in the judgment of the Board of
Directors of ITT, would result in the distribution having a
material adverse effect on ITT or its shareholders;
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the financing transactions described in this
Information Statement as having occurred prior to the
distribution shall have been consummated on or prior to the
distribution;
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the internal reorganization shall have been
completed, except for such steps as ITT in its sole discretion
shall have determined may be completed after the distribution
date;
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ITT shall have taken all necessary action, in the
judgment of the Board of Directors of ITT, to cause the Board of
Directors of Xylem to consist of the individuals identified in
this Information Statement as directors of Xylem;
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ITT shall have taken all necessary action, in the
judgment of the Board of Directors of ITT, to cause the officers
of Xylem to be the individuals identified as such in this
Information Statement;
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ITT shall have caused all its employees and any
employees of its subsidiaries (excluding any employees of any of
Xylem and its subsidiaries after the internal reorganization
(the Xylem Group)) to resign, effective as of the
distribution date, from all positions as officers or directors
of any member of the Xylem Group in which they serve, and Xylem
shall have caused all its employees and any employees of its
subsidiaries to resign, effective as of the distribution date,
from all positions as officers or directors of any of ITT,
Exelis or any of their respective subsidiaries after the
internal reorganization, in which they serve;
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all necessary actions shall have been taken to adopt
the form of amended and restated articles of incorporation and
amended and restated by-laws filed by Xylem with the SEC as
exhibits to the Registration Statement on Form 10, of which
this Information Statement forms a part;
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in the event the distribution is for any reason
postponed more than one hundred twenty days after the date of
the Distribution Agreement, the Board of Directors of ITT shall
have redetermined, as of such postponed distribution date, that
the distribution satisfies the requirements of Indiana Business
Corporation Law governing distributions;
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the Board of Directors of ITT shall have approved
the distribution, which approval may be given or withheld at its
absolute and sole discretion; and
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each of the Distribution Agreement, the Tax Matters
Agreement, the Benefits and Compensation Matters Agreement, the
Intellectual Property License Agreements, the Master Transition
Services Agreement and the other ancillary agreements shall have
been executed by each party.
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Completion of the spin-off of Exelis will be subject to similar conditions as those listed above. The fulfillment of the foregoing |
13
conditions will not create any obligation on ITTs part to effect the spin-off. We are not aware of any material federal, foreign or state regulatory requirements that must be complied with or any material approvals that must be obtained, other than compliance with SEC rules and regulations, the receipt of a private letter ruling from the Internal Revenue Service, approval for listing on the NYSE and the declaration of effectiveness of the Registration Statement on Form 10 by the SEC, in connection with the distribution. ITT has the right not to complete the spin-off if, at any time prior to the distribution, the Board of Directors of ITT determines, in its sole discretion, that the spin-off is not then in the best interests of ITT or its shareholders or other constituents, that a sale or other alternative is in the best interests of ITT or its shareholders or other constituents, or that it is not advisable for Xylem to separate from ITT at that time. For more information, see The Spin-Off Conditions to the Spin-Off. | ||
Trading Market and Symbol | We intend to file an application to list Xylem common stock on the NYSE under the ticker symbol XYL. We anticipate that, at least two trading days prior to the record date, trading of shares of Xylem common stock will begin on a when-issued basis and will continue up to and including the distribution date, and we expect regular-way trading of Xylem common stock will begin the first trading day after the distribution date. We also anticipate that, at least two trading days prior to the record date, there will be two markets in ITT common stock: a regular-way market on which shares of ITT common stock will trade with an entitlement for the purchaser of ITT common stock to shares of Xylem common stock to be distributed pursuant to the distribution, and an ex-distribution market on which shares of ITT common stock will trade without an entitlement for the purchaser of ITT common stock to shares of Xylem common stock. For more information, see Trading Market. | |
Tax Consequences | As a condition to the spin-off, ITT will receive an IRS Ruling stating that ITT and ITTs shareholders will not recognize any taxable income, gain or loss for U.S. Federal income tax purposes as a result of the spin-off. In addition, the spin-off is conditioned on the receipt of an opinion of tax counsel as to the satisfaction of certain requirements necessary for the spin-off to receive tax-free treatment upon which the IRS will not rule. See The Spin-Off U.S. Federal Income Tax Consequences of the Spin-Off. | |
Each shareholder is urged to consult his, her or its tax advisor as to the specific tax consequences of the spin-off to such shareholder, including the effect of any state, local or non-U.S. tax laws and of changes in applicable tax laws. | ||
Relationship with ITT after the Spin-Off | We will enter into a Distribution Agreement and other agreements with ITT and Exelis related to the spin-off. These agreements will govern the relationship between us, Exelis and ITT after completion of the spin-off and provide for the allocation between us, Exelis and ITT of various assets, liabilities, rights and obligations (including employee benefits, intellectual property, insurance and |
14
tax-related assets and liabilities). The Distribution Agreement will provide for the allocation of assets and liabilities among ITT, Exelis and Xylem and will establish the rights and obligations between and among the parties following the distribution. We intend to enter into one or more Transition Services Agreements with ITT and Exelis pursuant to which certain services will be provided on an interim basis following the distribution. We also intend to enter into a Benefits and Compensation Matters Agreement that will set forth the agreements between us, Exelis and ITT concerning certain employee compensation and benefit matters. Further, we intend to enter into a Tax Matters Agreement with Exelis and ITT regarding the sharing of taxes incurred before and after completion of the spin-off, certain indemnification rights with respect to tax matters and certain restrictions to preserve the tax-free status of the spin-off. In addition, to facilitate the ongoing use of various intellectual property, we intend to enter into a Technology License Agreement that will provide for certain reciprocal licensing arrangements with ITT and Exelis and certain trademark license agreements with ITT. We describe these arrangements in greater detail under Certain Relationships and Related Party Transactions Agreements with ITT and Exelis Related to the Spin-Off, and describe some of the risks of these arrangements under Risk Factors Risks Relating to the Spin-Off. | ||
Dividend Policy | Following the distribution, we expect that initially Xylem will pay a dividend, although, the timing, declaration, amount and payment of future dividends to our shareholders fall within the discretion of our Board of Directors and will depend on many factors, including our financial condition, results of operations and capital requirements, as well as applicable law, regulatory constraints, industry practice and other business considerations that Xylems Board of Directors considers relevant. In addition, the terms of the agreements governing our new debt or debt that we may incur in the future may limit or prohibit the payments of dividends. See Dividend Policy. | |
Transfer Agent | The Bank of New York Mellon | |
Risk Factors | We face both general and specific risks and uncertainties relating to our business, our relationship with ITT and Exelis and our being an independent, publicly traded company. We also are subject to risks relating to the spin-off. You should carefully read the risk factors set forth in the section entitled Risk Factors in this Information Statement. |
15
As of and for |
As of and for |
|||||||||||||||||||||||||||
Six Months Ended June 30 | Year Ended December 31 | |||||||||||||||||||||||||||
Pro Forma |
Pro Forma |
|||||||||||||||||||||||||||
2011 | 2011 | 2010 | 2010 | 2010 | 2009 | 2008 | ||||||||||||||||||||||
(In millions) | ||||||||||||||||||||||||||||
Net sales
|
$ | 1,861 | $ | 1,861 | $ | 1,461 | $ | 3,347 | $ | 3,202 | $ | 2,849 | $ | 3,291 | ||||||||||||||
Operating income
|
237 | 216 | 170 | 407 | 388 | 276 | 315 | |||||||||||||||||||||
Net income
|
151 | 150 | 141 | 314 | 329 | 263 | 224 | |||||||||||||||||||||
Total assets
|
4,074 | 3,949 | 2,873 | N/A* | 3,735 | 2,535 | 2,543 | |||||||||||||||||||||
Long-term debt (including capital lease obligations)
|
894 | 4 | 4 | N/A* | 4 | 4 | 2 |
16
| Possibility of unfavorable circumstances arising from host country laws or regulations; | |
| Currency exchange rate fluctuations and restrictions on currency repatriation; | |
| Potential negative consequences from changes to taxation policies; | |
| The disruption of operations from labor and political disturbances; |
17
| Changes in tariff and trade barriers and import and export licensing requirements; and | |
| Insurrection or war. |
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| our decision to repatriate non-U.S. earnings for which we have not previously provided for U.S. taxes; | |
| the jurisdictions in which profits are determined to be earned and taxed; | |
| sustainability of historical income tax rates in the jurisdictions in which we conduct business; | |
| the resolution of issues arising from tax audits with various tax authorities; and | |
| changes in the valuation of our deferred tax assets and liabilities, and changes in deferred tax valuation allowances. |
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| the sale of our shares by some ITT shareholders after the distribution because our business profile and market capitalization may not fit their investment objectives; | |
| actual or anticipated fluctuations in our operating results due to factors related to our business; | |
| success or failure of our business strategy; | |
| our quarterly or annual earnings, or those of other companies in our industry; | |
| our ability to obtain financing as needed; | |
| announcements by us or our competitors of significant new business awards; | |
| announcements by us or our competitors of significant acquisitions or dispositions; | |
| changes in accounting standards, policies, guidance, interpretations or principles; | |
| the failure of securities analysts to cover our common stock after the spin-off; | |
| changes in earnings estimates by securities analysts or our ability to meet those estimates; | |
| the operating and stock price performance of other comparable companies; | |
| investor perception of our company and the water technology industry; | |
| natural or environmental disasters that investors believe may affect us; | |
| overall market fluctuations; | |
| fluctuations in the budget of federal, state and local governmental entities around the world; | |
| results from any material litigation or government investigation; | |
| changes in laws and regulations affecting our business; and | |
| general economic conditions and other external factors. |
26
27
28
29
| we will be an independent, publicly traded company (NYSE: XYL), and will own and operate ITTs water infrastructure and applied water businesses; | |
| Exelis will be an independent, publicly traded company (NYSE: XLS) and will own and operate ITTs C4ISR electronics and systems, and informational and technical services businesses; and | |
| ITT will continue to be an independent, publicly traded company (NYSE: ITT) and will continue to own and operate its industrial process, motion technologies, interconnect solutions and control technologies businesses. |
30
| The decreased capital available for investment: The Company has historically relied upon ITT for working capital requirements on a short-term basis and for other financial support functions. After the spin-off, the Company will not be able to rely on the earnings, assets or cash flow of ITT, and the Company will be responsible for servicing its own debt, and obtaining and maintaining sufficient working capital. |
| The loss of synergies from operating as one company: As a current part of ITT, the Company takes advantage of ITTs size and purchasing power in procuring certain goods and services such as insurance and health care benefits, and technology such as computer software licenses. After the spin-off, as a separate, independent entity, the Company may be unable to obtain these goods, services and technologies at prices or on terms as favorable to us as those the Company obtained prior to the distribution. The Company may also incur costs for functions previously performed by ITT that are higher than the amounts reflected in the Companys historical financial statements, which could cause the Companys profitability to decrease. |
31
| Potential disruptions to the businesses as a result of the spin-off: Some of the Companys customers, prospective customers, and suppliers will need assurances that its financial stability on a stand-alone basis is sufficient to satisfy their requirements for doing or continuing to do business with them. If the Companys customers, prospective customers or suppliers are not satisfied with the Companys financial stability, it could have a material adverse effect on the Companys ability to bid for and obtain or retain projects, the Companys business, financial condition or results of operations. | |
| The potential effect of the spin-off on the anticipated credit ratings of the separated companies and risks associated with refinancing ITTs debt: Given the smaller relative size of the Company as compared to ITT, after the spin-off the Company may incur higher debt servicing costs on the new indebtedness than it would have incurred otherwise as a subsidiary of ITT or not have access to other less expensive sources of capital from short-term debt markets. | |
| Risks of being unable to achieve the benefits expected from the spin-off: By separating from ITT, the Company may be more susceptible to market fluctuations and other adverse events than the Company would have been were it still a part of ITT; actual or anticipated fluctuations in the Companys operating results due to factors related to the Companys business; competitive pressures by new or existing competitors of the Company; and investor perception of the company and its industry, among others. | |
| The reaction of ITTs shareholders to the spin-off: The market price of the Companys common stock may fluctuate widely, depending on many factors, some of which may be beyond the Companys control, including the sale of its shares by some ITT shareholders after the distribution because the Companys business profile and market capitalization may not fit their investment objectives. | |
| The risk that the plan of execution might not be completed and the one-time and ongoing costs of the spin-off: There are risks and uncertainties relating to the execution of the spin-off, including the timing and certainty of the completion of the internal reorganization prior to the distribution. In addition, the Company will incur costs in connection with the transition to being a stand-alone public company that relate primarily to accounting, tax and other professional costs; compensation, such as modifications to certain bonus awards, upon completion of the separation; relocation costs; recruiting and relocation costs associated with hiring key senior management personnel new to the Company; costs related to establishing a new brand in the marketplace; and costs to separate information systems. |
32
33
| no gain or loss will be recognized by, and no amount will be included in the income of, holders of ITT common stock upon their receipt of shares of our common stock (as well as Exelis common stock) in the distribution; | |
| the basis of ITT common stock immediately before the distribution will be allocated between the ITT common stock, the Exelis common stock and our common stock received in the distribution, in proportion with relative fair market values at the time of the distribution; | |
| the holding period of the Exelis common stock and our common stock received by each ITT shareholder will include the period during which the shareholder held the ITT common stock on which the distribution is made, provided that the ITT common stock is held as a capital asset on the distribution date; and | |
| no gain or loss will be recognized by ITT upon the distribution of our common stock. |
| a taxable dividend to the extent of the shareholders pro rata share of ITTs current and accumulated earnings and profits; | |
| a reduction in the shareholders basis in ITT common stock to the extent the amount received exceeds such shareholders share of earnings and profits; |
34
| taxable gain from the exchange of ITT common stock to the extent the amount received exceeds both the shareholders share of earnings and profits and the shareholders basis in ITT common stock; and | |
| basis in our stock equal to its fair market value on the date of the distribution. |
| the distribution does not qualify as tax-free under Section 355 of the Code; and | |
| there are one or more acquisitions (including issuances) of either our stock, the stock of Exelis, or the stock of ITT, representing 50% or more, measured by vote or value, of the then-outstanding stock of that corporation, and the acquisition or acquisitions are deemed to be part of a plan or series of related transactions that include the distribution. Any such acquisition of our stock, the stock of Exelis, or the stock of ITT within two years before or after the distribution (with exceptions, including public trading by less-than-5% shareholders and certain compensatory stock issuances) generally will be presumed to be part of such a plan unless that presumption is rebutted. |
35
36
| our Registration Statement on Form 10, of which this Information Statement forms a part, shall have been declared effective by the Securities and Exchange Commission (the SEC), no stop order suspending the effectiveness thereof shall be in effect, no proceedings for such purpose shall be pending before or threatened by the SEC, and this Information Statement shall have been mailed to the ITT shareholders; | |
| Xylem common stock shall have been approved for listing on the NYSE, subject to official notice of distribution; | |
| ITT shall have obtained an opinion from its tax counsel, in form and substance satisfactory to ITT, as to the satisfaction of certain requirements necessary for the distribution, together with certain related transactions, to qualify as a reorganization under Sections 355 and 368(a)(1)(D) of the Code upon which the IRS will not rule; | |
| ITT shall have obtained a private letter ruling from the Internal Revenue Service, in form and substance satisfactory to ITT, and such ruling shall remain in effect as of the distribution date, to the effect, among other things, that the distribution, together with certain related transactions, will qualify as a reorganization under Sections 355 and 368(a)(1)(D) of the Code; | |
| the Board of Directors of ITT shall have obtained opinions from a nationally recognized valuation firm, in form and substance satisfactory to ITT, with respect to the capital adequacy and solvency of each of ITT, Exelis and Xylem; | |
| ITT shall have obtained all government approvals and other consents necessary to consummate the distribution; | |
| no order, injunction or decree issued by any governmental entity of competent jurisdiction or other legal restraint or prohibition preventing the consummation of all or any portion of the distribution shall be pending, threatened, issued or in effect, and no other event outside the control of ITT shall have occurred or failed to occur that prevents the consummation of all or any portion of the distribution; | |
| no other events or developments shall have occurred or failed to occur that, in the judgment of the Board of Directors of ITT, would result in the distribution having a material adverse effect on ITT or its shareholders; | |
| the financing transactions described in this Information Statement as having occurred prior to the distribution shall have been consummated on or prior to the distribution; | |
| the internal reorganization shall have been completed, except for such steps as ITT in its sole discretion shall have determined may be completed after the distribution date; | |
| ITT shall have taken all necessary action, in the judgment of the Board of Directors of ITT, to cause the Board of Directors of Xylem to consist of the individuals identified in this Information Statement as directors of Xylem; |
37
| ITT shall have taken all necessary action, in the judgment of the Board of Directors of ITT, to cause the officers of Xylem to be the individuals identified as such in this Information Statement; | |
| ITT shall have caused all its employees and any employees of its subsidiaries (excluding any employees of any of Xylem and its subsidiaries after the internal reorganization (the Xylem Group)) to resign, effective as of the distribution date, from all positions as officers or directors of any member of the Xylem Group in which they serve, and Xylem shall have caused all its employees and any employees of its subsidiaries to resign, effective as of the distribution date, from all positions as officers or directors of any of ITT, Exelis or any of their respective subsidiaries after the internal reorganization, in which they serve; | |
| all necessary actions shall have been taken to adopt the form of amended and restated articles of incorporation and amended and restated by-laws filed by Xylem with the SEC as exhibits to the Registration Statement on Form 10, of which this Information Statement forms a part; | |
| in the event the distribution is for any reason postponed more than one hundred twenty days after the date of the Distribution Agreement, the Board of Directors of ITT shall have redetermined, as of such postponed distribution date, that the distribution satisfies the requirements of Indiana Business Corporation Law governing distributions; | |
| the Board of Directors of ITT shall have approved the distribution, which approval may be given or withheld at its absolute and sole discretion; and | |
| each of the Distribution Agreement, the Tax Matters Agreement, the Benefits and Compensation Matters Agreement, the Intellectual Property License Agreements, the Master Transition Services Agreement and the other ancillary agreements shall have been executed by each party. |
38
| under a registration statement that the SEC has declared effective under the Securities Act; or |
39
| under an exemption from registration under the Securities Act, such as the exemption afforded by Rule 144. |
| 1.0% of our common stock then outstanding; or | |
| the average weekly trading volume of our common stock on the NYSE during the four calendar weeks preceding the filing of a notice on Form 144 with respect to the sale. |
40
41
As of June 30, 2011 | ||||||||
Historical | Pro Forma | |||||||
(In millions) |
||||||||
(Unaudited) | ||||||||
Capitalization:
|
||||||||
Liabilities
|
||||||||
Long-term debt (including capital lease obligations)
|
4 | 894 | ||||||
Equity
|
||||||||
Common stock ($0.01 par value)
|
| 2 | ||||||
Additional paid in capital
|
| 1,699 | ||||||
Parent company investment(1)
|
2,362 | | ||||||
Accumulated other comprehensive income
|
502 | 295 | ||||||
Total capitalization
|
$ | 2,868 | $ | 2,890 | ||||
(1) | Historically, cash received by us has been transferred to ITT, and ITT has funded our disbursement accounts on an as-needed basis. The net effect of transfers of cash to and from the ITT cash management accounts is reflected in parent company investment in the combined balance sheets. |
42
As of and for |
||||||||||||||||||||||||||||
Six Months Ended |
||||||||||||||||||||||||||||
June 30 | As of and for Year Ended December 31 | |||||||||||||||||||||||||||
2011(1) | 2010 | 2010(1) | 2009 | 2008 | 2007 | 2006 | ||||||||||||||||||||||
(In millions) | ||||||||||||||||||||||||||||
Net sales
|
$ | 1,861 | $ | 1,461 | $ | 3,202 | $ | 2,849 | $ | 3,291 | $ | 3,068 | $ | 2,710 | ||||||||||||||
Operating income
|
216 | 170 | 388 | 276 | 315 | 288 | 293 | |||||||||||||||||||||
Net income
|
150 | 141 | 329 | 263 | 224 | 219 | 212 | |||||||||||||||||||||
Total assets
|
3,949 | 2,873 | 3,735 | 2,535 | 2,543 | 2,832 | 2,575 |
(1) | The increase in total assets as of June 30, 2011 as compared to June 30, 2010 is primarily attributable to the August 3, 2010 acquisition of Godwin Pumps. The increase in total assets as of December 31, 2010 as compared to December 31, 2009 is primarily attributable to the Godwin Pumps acquisition and the March 23, 2010 acquisition of Nova Analytics. The Godwin Pumps and Nova Analytics acquisitions also benefited net sales, operating income, and net income in the six months ended June 30, 2011 and for the year ended 2010. See Note 3, Acquisitions, in the Notes to the Combined Financial Statements. |
43
| the contribution by ITT to us, pursuant to the Distribution Agreement, of all the assets and liabilities that comprise our business; | |
| the expected transfer to us, upon the spin-off, of certain assets and liabilities that were not reflected in our historical combined financial statements; | |
| the results of operations for the period prior to our acquisition of Godwin Pumps on August 3, 2010; | |
| our anticipated post-separation capital structure, including (i) the issuance of up to approximately 184 million shares of our common stock to holders of ITT common shares (this number of shares is based upon the number of ITT common shares outstanding on June 30, 2011 and an assumed distribution ratio of one share of Xylem common stock for each ITT common share) and (ii) the incurrence of $890 million of indebtedness and the making of the $817 million Contribution. | |
| the impact of, and transactions contemplated by, a Tax Matters Agreement between us and ITT and the provisions contained therein; and | |
| settlement of intercompany account balances between us and ITT. |
44
| costs to perform financial reporting, tax, regulatory compliance, corporate governance, treasury, legal, internal audit and investor relations activities; | |
| compensation, including equity-based awards, and benefits with respect to new and existing positions; | |
| insurance premiums; | |
| depreciation and amortization related to information technology infrastructure investments; and | |
| the type and level of other costs expected to be incurred. |
| accounting, tax and other professional costs pertaining to our separation and establishment as a stand-alone public company; | |
| compensation, such as modifications to certain bonus awards, upon completion of the separation; | |
| relocation costs; | |
| recruiting and relocation costs associated with hiring key senior management personnel new to our company; | |
| costs related to establishing our new brand in the marketplace; and | |
| costs to separate information systems. |
45
Pro Forma for the |
||||||||||||||||
Historical |
Financing |
Separation and |
Financing and the |
|||||||||||||
(a) | Adjustments | Other Adjustments | Separation | |||||||||||||
(In millions, except per share amounts) | ||||||||||||||||
Net sales
|
$ | 1,861 | $ | $ | $ | 1,861 | ||||||||||
Costs of sales
|
1,145 | 1,145 | ||||||||||||||
Gross profit
|
716 | 716 | ||||||||||||||
Selling, general and administrative expenses
|
450 | (21 | )(c) | 429 | ||||||||||||
Research and development expenses
|
50 | 50 | ||||||||||||||
Operating income
|
216 | 21 | 237 | |||||||||||||
Interest expense
|
| 20 | (d) | 20 | ||||||||||||
Income (loss) before income tax expense
|
216 | (20 | ) | 21 | 217 | |||||||||||
Income tax expense (benefit)
|
66 | (6 | )(e) | 6 | (e) | 66 | ||||||||||
Net income (loss)
|
$ | 150 | $ | (14 | ) | $ | 15 | $ | 151 | |||||||
Basic earnings per share:
|
$ | 0.82 | (k) | |||||||||||||
Diluted earnings per share:
|
$ | 0.82 | (l) | |||||||||||||
Weighted average number of shares outstanding:
|
||||||||||||||||
Basic
|
184 | (k) | ||||||||||||||
Diluted
|
184 | (l) |
46
Godwin Pumps as |
Pro Forma for |
|||||||||||||||
Historical |
Adjusted |
Financing |
Godwin Pumps and the |
|||||||||||||
(a) | (b) | Adjustments | Financing | |||||||||||||
(In millions, except per share amounts) | ||||||||||||||||
Net sales
|
$ | 3,202 | $ | 145 | $ | $ | 3,347 | |||||||||
Costs of sales
|
1,988 | 74 | 2,062 | |||||||||||||
Gross profit
|
1,214 | 71 | 1,285 | |||||||||||||
Selling, general and administrative expenses
|
737 | 52 | 789 | |||||||||||||
Research and development expenses
|
74 | | 74 | |||||||||||||
Restructuring charges, net
|
15 | | | 15 | ||||||||||||
Operating income
|
388 | 19 | 407 | |||||||||||||
Interest expense
|
| | 39 | (d) | 39 | |||||||||||
Income (loss) before income tax expense
|
388 | 19 | (39 | ) | 368 | |||||||||||
Income tax expense (benefit)
|
59 | 7 | (12 | )(e) | 54 | |||||||||||
Net income (loss)
|
$ | 329 | $ | 12 | $ | (27 | ) | $ | 314 | |||||||
Basic earnings per share:
|
$ | 1.72 | (k) | |||||||||||||
Diluted earnings per share:
|
$ | 1.72 | (l) | |||||||||||||
Weighted average number of shares outstanding:
|
||||||||||||||||
Basic
|
183 | (k) | ||||||||||||||
Diluted
|
183 | (l) |
47
Pro Forma for the |
||||||||||||||||
Historical |
Financing |
Separation and |
Financing and the |
|||||||||||||
(a) | Adjustments | Other Adjustments | Separation | |||||||||||||
(In millions) | ||||||||||||||||
ASSETS
|
||||||||||||||||
Current assets:
|
||||||||||||||||
Cash and cash equivalents
|
$ | 138 | $ | 879 | (f) | $ | (817 | )(h) | $ | 200 | ||||||
Receivables, net
|
771 | 771 | ||||||||||||||
Inventories, net
|
436 | 436 | ||||||||||||||
Prepaid expenses
|
70 | 2 | (g) | 72 | ||||||||||||
Other current assets
|
56 | 28 | (g) | 84 | ||||||||||||
Total current assets
|
1,471 | 879 | (787 | ) | 1,563 | |||||||||||
Plant, property and equipment, net
|
467 | 11 | (g) | 478 | ||||||||||||
Goodwill
|
1,492 | 1,492 | ||||||||||||||
Other intangible assets, net
|
417 | 417 | ||||||||||||||
Other non-current assets
|
102 | 11 | (f) | 68 | (g) | 124 | ||||||||||
(57 | )(i) | |||||||||||||||
Total non-current assets
|
2,478 | 11 | 22 | 2,511 | ||||||||||||
Total assets
|
$ | 3,949 | $ | 890 | $ | (765 | ) | $ | 4,074 | |||||||
LIABILITIES AND EQUITY
|
||||||||||||||||
Current liabilities:
|
||||||||||||||||
Accounts payable
|
$ | 307 | $ | $ | 2 | (g) | $ | 309 | ||||||||
Accrued and other current liabilities
|
395 | 25 | (g) | 420 | ||||||||||||
Total current liabilities
|
702 | 27 | 729 | |||||||||||||
Postretirement benefits
|
174 | 92 | (g) | 266 | ||||||||||||
Deferred income tax liability
|
98 | 12 | (g) | 110 | ||||||||||||
Long-term obligations, less current portion
|
4 | 890 | (f) | 894 | ||||||||||||
Other non-current liabilities
|
107 | 13 | (g) | 79 | ||||||||||||
(41 | )(i) | |||||||||||||||
Total non-current liabilities
|
383 | 890 | 76 | 1,349 | ||||||||||||
Total liabilities
|
1,085 | 890 | 103 | 2,078 | ||||||||||||
Equity:
|
||||||||||||||||
Common stock
|
| 2 | (j) | 2 | ||||||||||||
Additional paid in capital
|
| 1,699 | (j) | 1,699 | ||||||||||||
Parent company investment
|
2,362 | 172 | (g) | | ||||||||||||
(817 | )(h) | |||||||||||||||
(16 | )(i) | |||||||||||||||
(1,701 | )(j) | |||||||||||||||
Accumulated other comprehensive income
|
502 | (207 | )(g) | 295 | ||||||||||||
Total equity
|
2,864 | (868 | ) | 1,996 | ||||||||||||
Total liabilities and equity
|
$ | 3,949 | $ | 890 | $ | (765 | ) | $ | 4,074 | |||||||
48
(a) | Our historical combined financial statements reflect the historical financial position and results of operations of the water equipment and services businesses of ITT, and do not reflect the impact of certain assets and liabilities that will be contributed to us by ITT in the spin-off and that are discussed separately in footnote (g). | |
(b) | Reflects the historical pre-acquisition results of Godwin Pumps during the period from January 1, 2010 to August 2, 2010, as adjusted by $10 million for depreciation and amortization related to the increase of property, plant and equipment and finite-lived identifiable intangible assets to their estimated fair value upon purchase. The estimated useful lives of the property, plant and equipment range from 3 to 10 years and the finite-lived intangible assets range from 10 to 20 years. The as-adjusted amounts also include the reversal of transaction costs incurred by us of $3 million directly related to the acquisition of Godwin Pumps and $6 million for the income tax impact of these pro forma adjustments and for the effect of the change in tax status of Godwin Pumps of America, Inc (GPA). Prior to the acquisition, GPA was taxed as a subchapter S-corporation under the Internal Revenue Code and following the acquisition became a C-corporation. | |
(c) | Reflects the removal of separation costs directly related to the spin-off transaction that were incurred during the historical period. These costs were primarily for tax, accounting, and other professional fees. | |
(d) | The adjustment of $20 million and $39 million in the six months ended June 30, 2011 and the fiscal year ended December 31, 2010, respectively, represents interest expense and amortization of debt issuance costs in connection with debt securities described in note (f) below. The pro forma impact was based on the incurrence of $890 million of indebtedness issued with an assumed weighted average interest rate of 4.24%, and an assumed weighted average life of approximately 7 years. We expect to capitalize debt issuance costs of approximately $11 million in connection with these debt arrangements. Not reflected in the adjustments is the debt of $310 million incurred in connection with the YSI acquisition. See Summary Recent Developments. | |
A 1/8% variance in the assumed interest rate on the new debt securities would change annual interest expense by $1 million. | ||
(e) | The provision for income taxes reflected in our historical financial statements was determined as if Xylem filed a separate, stand-alone consolidated income tax return. The pro forma adjustments were determined using the statutory tax rate in effect in the respective tax jurisdictions during the periods presented. Our effective tax rate reflects the historical assumption that we do not intend to repatriate non-U.S. earnings. The Company is in the process of evaluating its future expected tax rate, including tax implications resulting from its spin-off and any potential changes to our intention in repatriating non-U.S. earnings. |
(f) | Reflects the incurrence of $890 million of indebtedness, net of expected debt issuance costs of $11 million. The $890 million of indebtedness includes $600 million aggregate principal amount of 3.55% Senior Notes due in September 2016, $600 million aggregate principal amount of 4.875% Senior Notes due in October 2021, but excludes the $310 million incurred in connection with the YSI acquisition. The target debt balance at the time of separation was determined by senior management based on a review of a number of factors including credit ratings consideration, forecast liquidity and capital requirements, expected operating results, and general economic conditions. Cash on hand following the spin-off transaction is expected to be used for general corporate purposes. |
(g) | Reflects the impact of assets and liabilities that are expected to be contributed to us by ITT, primarily related to international postretirement benefit plans and associated deferred tax positions. Effective as of the distribution date, ITT expects to transfer to Xylem certain defined benefit pension and other postretirement benefit plans and Xylem expects to assume all liabilities and assets associated with such plans and become the plans sponsor. The net liabilities associated with such plans to be assumed by Xylem are approximately $77 million, excluding net deferred tax assets of $23 million. We estimate that every 25 basis point change in the discount rate in the postretirement benefit plans expected to be contributed to us would impact the aggregate funded status by approximately $13 million. |
49
(h) | Reflects the net Contribution to ITT of $817 million based upon the anticipated post-separation capital structure. |
(i) | Reflects adjustments to deferred income taxes and other liabilities including an adjustment of ($41 million) comprising contingent tax liabilities related to unresolved tax matters that will be retained by ITT in connection with the separation as set forth in the Tax Matters Agreement that will be entered into with ITT and an adjustment of ($57 million) related to tax attributes reflected in our historical financial statements that will not be retained after the distribution. Additionally, there will be certain indemnifications extended between ITT and us in accordance with the terms of the Tax Matters Agreement. At the time of separation, we will record a liability necessary to recognize the fair value of such indemnifications. The pro forma adjustment does not include such liability. We are currently in the process of determining the impact, if any, on the amount of any liability that may be recognized at the time of the separation. | |
(j) | Represents the reclassification of ITTs net investment in us, which was recorded in parent company equity, into additional paid-in-capital and the balancing entry to reflect the par value of approximately 184 million outstanding shares of common stock at a par value of $0.01 per share of outstanding common stock. We have assumed the number of outstanding shares of common stock based on the number of ITT common shares outstanding at June 30, 2011, which would result in approximately 184 million shares being distributed to holders of ITT common shares, at an assumed distribution ratio of one share of Xylem common stock for each ITT common share. |
(k) | Pro forma basic earnings per share and pro forma weighted-average basic shares outstanding are based on the number of ITT common shares outstanding on June 30, 2011 and December 31, 2010, respectively, adjusted for an assumed distribution ratio of one share of Xylem common stock for each ITT common share. |
(l) | Pro forma diluted earnings per share and pro forma weighted-average diluted shares outstanding reflect potential common shares from ITT equity plans in which our employees participate based on the distribution ratio. While the actual impact on a go-forward basis will depend on various factors, including employees who may change employment from one company to another, we believe the estimate yields a reasonable approximation of the future dilutive impact of Xylem equity plans. |
50
51
| Order growth of 24.2% over the prior year; organic orders were up 6.0% | |
| Revenue increase of 27.4% from 2010; organic revenue was up 8.7% | |
| Operating margins of 11.6% in 2011 and 2010 | |
| Adjusted net income of $165, an increase of $24 from 2010 | |
| Free cash flow generation of $134, up $40 from 2010 |
| Order growth of 13.7% over the prior year; organic orders were up 4.7% | |
| Revenue increase of 12.4% from 2009; organic revenue was up 3.4% | |
| Operating margin expansion of 240 bps to 12.1% as compared with 2009 | |
| Adjusted net income of $329, an increase of $124 from 2009 | |
| Deployment of more than $1 billion of capital into a number of strategic acquisitions in growth markets, most notably the acquisitions of Nova Analytics (Nova) and Godwin Pumps of America and Godwin Holdings Limited (collectively referred to as Godwin) |
52
| organic revenue and organic orders defined as revenue and orders, respectively, excluding the impact of foreign currency fluctuations and contributions from acquisitions and divestitures. Divestitures include sales of portions of our business that did not meet the criteria for classification as a discontinued operation or insignificant portions of our business that we did not classify as a discontinued operation. The period-over-period change resulting from foreign currency fluctuations assumes no change in exchange rates from the prior period. | |
| adjusted net income defined as net income, adjusted to exclude items that may include, but are not limited to, significant charges or credits that impact current results but are not related to our ongoing operations, unusual and infrequent non-operating items and non-operating tax settlements or adjustments. A reconciliation of adjusted net income is provided below. |
Six Months Ended | Years Ended | |||||||||||||||||||
June 2011 | June 2010 | 2010 | 2009 | 2008 | ||||||||||||||||
Net income
|
$ | 150 | $ | 141 | $ | 329 | $ | 263 | $ | 224 | ||||||||||
Tax-related special item(a)
|
| | | (58 | ) | | ||||||||||||||
Separation costs, net of tax
|
15 | | | | | |||||||||||||||
Adjusted net income
|
$ | 165 | $ | 141 | $ | 329 | $ | 205 | $ | 224 | ||||||||||
(a) | The 2009 tax-related special item is primarily attributable to the completion of a restructuring of certain international legal entities. |
| free cash flow defined as net cash provided by operating activities, as reported in the Statement of Cash Flows, less capital expenditures and other significant items that impact current results which management believes are not related to our ongoing operations and performance. Our definition of free cash flow does not consider certain non-discretionary cash payments, such as debt. A reconciliation of free cash flow is provided below. |
Six Months Ended | Years Ended | |||||||||||||||||||
June 2011 | June 2010 | 2010 | 2009 | 2008 | ||||||||||||||||
Net cash from operating activities
|
$ | 161 | $ | 118 | $ | 395 | $ | 370 | $ | 408 | ||||||||||
Capital expenditures(a)
|
(48 | ) | (24 | ) | (94 | ) | (62 | ) | (67 | ) | ||||||||||
Separation cash payments(b)
|
21 | | | | | |||||||||||||||
Free cash flow
|
$ | 134 | $ | 94 | $ | 301 | $ | 308 | $ | 341 | ||||||||||
(a) | Represents capital expenditures as reported in the Statement of Cash Flows, less capital expenditures associated with the Transformation of $5 and $0 for the six months ended June 30, 2011 and 2010, respectively, and $0 for the years ended December 31, 2010, 2009 and 2008. | |
(b) | Separation costs allocated by ITT have been treated as though they were settled in cash. |
| The global economic environment remains in a relative state of uncertainty. Although financial markets have recovered from their lows in 2009, we consider the overall global economic recovery to be a gradual, long-term process. In the United States, gradual improvements in credit availability, solid consumer spending, moderate job creation and less uncertainty about new regulations should work to reinforce the economic recovery. However, downside factors such as the challenges facing local, state |
53
and federal government finance and possible spillover of Europes sovereign debt crisis could limit or delay U.S. growth. Within Europe, the sovereign debt crisis has weakened the recovery process and created the potential for significant volatility during 2011. The potential for unforeseen adverse macroeconomic events remains a concern and the occurrence of such events could have a significant unfavorable effect on our business. |
| Approximately 63% of our Water Infrastructure segments revenue is derived from public utilities. European austerity measures and budget pressures within the United States have forced governments to plan for reductions in spending, reevaluate their priorities and postpone wastewater infrastructure projects. These actions have led to a reduction in demand, increased competition and pricing pressures. Our ability or inability to secure project orders in this challenging environment could significantly affect our Water Infrastructure segment results. | |
| Approximately 33% and 22% of the Applied Water segments revenue is attributable to commercial and residential end markets, respectively. Commercial construction build rates are expected to remain low during the majority of 2011 as the build versus buy indicator for real estate investors continues to favor investing in existing buildings due to depressed asset prices. Similarly, consensus expectations for residential homebuilding are mixed, reflecting uncertainty around the likelihood and magnitude of a recovery. The continued uncertainty and volatility within these markets could significantly affect the results of our Applied Water segment. | |
| Approximately 35% of our total revenues are attributable to applications within the general industrial market. Emerging markets have led a recovery in the global industrial market, most significantly within the mining industry as high metal prices have promoted robust demand for mining equipment. However, as long as global economic uncertainty remains it will be difficult to predict how the trends in industrial orders may be impacted. | |
| We anticipate significant expenditures associated with the planned spin-off transaction primarily consisting of employee-related costs, costs to start up certain stand-alone functions and information technology systems, and other transaction-related costs. |
Six Months Ended |
||||||||||||||||||||||||
June 30, | Annual | |||||||||||||||||||||||
2011 | 2010 | Change | 2010 | 2009 | Change | |||||||||||||||||||
Water Infrastructure
|
$ | 1,153 | $ | 820 | 40.6 | % | $ | 1,930 | $ | 1,651 | 16.9 | % | ||||||||||||
Applied Water
|
740 | 669 | 10.6 | % | 1,327 | 1,254 | 5.8 | % | ||||||||||||||||
Eliminations
|
(32 | ) | (28 | ) | | (55 | ) | (56 | ) | | ||||||||||||||
Total
|
$ | 1,861 | $ | 1,461 | 27.4 | % | $ | 3,202 | $ | 2,849 | 12.4 | % | ||||||||||||
54
$ |
% |
|||||||
Change | Change | |||||||
Revenue for the six months ended June 30, 2010
|
$ | 1,461 | ||||||
Organic growth
|
127 | 8.7 | % | |||||
Acquisitions/(divestitures), net
|
195 | 13.3 | % | |||||
Foreign currency translation
|
78 | 5.3 | % | |||||
Total change in revenue
|
400 | 27.4 | % | |||||
Revenue for the six months ended June 30, 2011
|
$ | 1,861 | ||||||
$ |
% |
|||||||
Change | Change | |||||||
2009 Revenue
|
$ | 2,849 | ||||||
Organic growth
|
96 | 3.4 | % | |||||
Acquisitions/(divestitures), net
|
263 | 9.2 | % | |||||
Foreign currency translation
|
(6 | ) | (0.2 | )% | ||||
Total change in revenue
|
353 | 12.4 | % | |||||
2010 Revenue
|
$ | 3,202 | ||||||
55
Six Months Ended June 30, | Annual | |||||||||||||||||||||||
2011 | 2010 | Change | 2010 | 2009 | Change | |||||||||||||||||||
Selling, general and administrative expenses
|
$ | 450 | $ | 334 | 34.7 | % | $ | 737 | $ | 667 | 10.5 | % | ||||||||||||
Research and development expenses
|
50 | 35 | 42.9 | % | 74 | 63 | 17.5 | % | ||||||||||||||||
Restructuring charges, net
|
| 7 | (100 | )% | 15 | 31 | (51.6 | )% | ||||||||||||||||
Total
|
$ | 500 | $ | 376 | 33.0 | % | $ | 826 | $ | 761 | 8.5 | % | ||||||||||||
56
Six Months Ended June 30, | Annual | |||||||||||||||||||||||
2011 | 2010 | Change | 2010 | 2009 | Change | |||||||||||||||||||
Water Infrastructure
|
$ | 158 | $ | 103 | 53.4 | % | $ | 276 | $ | 227 | 21.6 | % | ||||||||||||
Applied Water
|
97 | 92 | 5.4 | % | 158 | 109 | 45.0 | % | ||||||||||||||||
Segment operating income
|
255 | 195 | 30.8 | % | 434 | 336 | 29.2 | % | ||||||||||||||||
Other
|
(39 | ) | (25 | ) | 56.0 | % | (46 | ) | (60 | ) | 23.3 | % | ||||||||||||
Total operating income
|
$ | 216 | $ | 170 | 27.1 | % | $ | 388 | $ | 276 | 40.6 | % | ||||||||||||
Operating margin:
|
||||||||||||||||||||||||
Combined
|
11.6 | % | 11.6 | % | 0 | bps | 12.1 | % | 9.7 | % | 240 | bps | ||||||||||||
Water Infrastructure
|
13.7 | % | 12.6 | % | 110 | bps | 14.3 | % | 13.7 | % | 60 | bps | ||||||||||||
Applied Water
|
13.1 | % | 13.8 | % | (70 | ) bps | 11.9 | % | 8.7 | % | 320 | bps |
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2009 | 2008 | Change | ||||||||||
Water Infrastructure
|
$ | 1,651 | $ | 1,824 | (9.5 | )% | ||||||
Applied Water
|
1,254 | 1,527 | (17.9 | )% | ||||||||
Eliminations
|
(56 | ) | (60 | ) | | |||||||
Total
|
$ | 2,849 | $ | 3,291 | (13.4 | )% | ||||||
58
$ |
% |
|||||||
Change | Change | |||||||
2008 Revenue
|
$ | 3,291 | ||||||
Organic decline
|
(291 | ) | (8.8 | )% | ||||
Acquisitions/(divestitures), net
|
7 | 0.2 | % | |||||
Foreign currency translation
|
(158 | ) | (4.8 | )% | ||||
Total change in revenue
|
(442 | ) | (13.4 | )% | ||||
2009 Revenue
|
$ | 2,849 | ||||||
2009 | 2008 | Change | ||||||||||
Selling, general and administrative expenses
|
$ | 667 | $ | 721 | (7.5 | )% | ||||||
Research and development expenses
|
63 | 64 | (1.6 | )% | ||||||||
Restructuring and asset impairment charges, net
|
31 | 41 | (24.4 | )% | ||||||||
Total
|
$ | 761 | $ | 826 | (7.9 | )% | ||||||
59
2009 | 2008 | Change | ||||||||||
Water Infrastructure
|
$ | 227 | $ | 220 | 3.2 | % | ||||||
Applied Water
|
109 | 162 | (32.7 | )% | ||||||||
Segment operating income
|
336 | 382 | (12.0 | )% | ||||||||
Other
|
(60 | ) | (67 | ) | 10.4 | % | ||||||
Total operating income
|
$ | 276 | $ | 315 | (12.4 | )% | ||||||
Operating margin:
|
||||||||||||
Combined
|
9.7 | % | 9.6 | % | 10 | bps | ||||||
Water Infrastructure
|
13.7 | % | 12.1 | % | 160 | bps | ||||||
Applied Water
|
8.7 | % | 10.6 | % | (190 | ) bps |
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Six Months Ended | Annual | |||||||||||||||||||
2011 | 2010 | 2010 | 2009 | 2008 | ||||||||||||||||
Operating Activities
|
$ | 161 | $ | 118 | $ | 395 | $ | 370 | $ | 408 | ||||||||||
Investing Activities
|
(48 | ) | (414 | ) | (1,093 | ) | (84 | ) | (81 | ) | ||||||||||
Financing Activities
|
(112 | ) | 326 | 745 | (292 | ) | (341 | ) | ||||||||||||
Foreign Exchange
|
6 | (5 | ) | 3 | 6 | (9 | ) | |||||||||||||
Net change in cash and cash equivalents
|
$ | 7 | $ | 25 | $ | 50 | $ | | $ | (23 | ) | |||||||||
63
Payments Due By Period | ||||||||||||||||||||
Less Than |
More Than |
|||||||||||||||||||
Total | 1 Year | 1-3 Years | 3-5 Years | 5 Years | ||||||||||||||||
Contractual obligations(1)
|
||||||||||||||||||||
Operating leases(2)
|
$ | 176 | $ | 48 | $ | 67 | $ | 32 | $ | 29 | ||||||||||
Purchase obligations(3)
|
67 | 64 | 3 | | | |||||||||||||||
Other long-term obligations reflected on balance sheet(4)
|
42 | 3 | 9 | 5 | 25 | |||||||||||||||
Total
|
$ | 285 | $ | 115 | $ | 79 | $ | 37 | $ | 54 | ||||||||||
64
65
66
2010 | 2009 | |||||||||||||||
U.S. | Intl | U.S. | Intl | |||||||||||||
Obligation Assumptions:
|
||||||||||||||||
Discount rate
|
5.83 | % | 5.18 | % | 6.0 | % | 5.55 | % | ||||||||
Rate of future compensation increase
|
4.00 | % | 3.40 | % | 4.00 | % | 3.48 | % | ||||||||
Cost Assumptions:
|
||||||||||||||||
Discount rate
|
6.00 | % | 5.55 | % | 6.25 | % | 5.79 | % | ||||||||
Expected return on plan assets
|
9.00 | % | 7.20 | % | 9.00 | % | 6.97 | % | ||||||||
Rate of future compensation increase
|
4.00 | % | 3.41 | % | 4.00 | % | 3.48 | % |
67
2010 | 2009 | 2008 | ||||||||||
Expected long-term rate of return on plan assets
|
9.0 | % | 9.0 | % | 9.0 | % | ||||||
Actual rate of return on plan assets
|
14.1 | % | 24.1 | % | (31.2 | )% |
68
69
70
Figure 1: | Water Industry Supply Chain, based upon Global Water Intelligences Global Water Market 2011 and Management Estimates |
71
72
73
74
75
Market |
2010 |
% |
||||||||||||
Segment
|
Applications | Revenue | Revenue | Major Products | Primary Brands | |||||||||
Water Infrastructure
|
Transport Treatment Test |
$ |
1,436 377 117 $1,930 |
74 |
% 20% 6% 100% |
Water and
wastewater pumps
Filtration,
disinfection and biological treatment equipment
Test equipment
Controls
|
Flygt
Wedeco
Godwin Pumps
WTW
Sanitaire
AADI
Leopold
|
|||||||
Applied Water
|
Building Services Industrial Water Irrigation |
$ |
723 509 95 $1,327 |
55 |
% 38% 7% 100% |
Pumps
Valves
Heat exchangers
Controls
Dispensing
equipment systems |
Goulds
Bell & Gossett
AC Fire
Standard
Lowara
Jabsco
Flojet
Flowtronex
|
76
77
78
79
80
81
Year Ended December 31
|
2010 | 2009 | 2008 | |||||||||
Sales & Revenues
|
||||||||||||
United States
|
35 | % | 34 | % | 34 | % | ||||||
Europe
|
39 | % | 43 | % | 43 | % | ||||||
Asia Pacific
|
11 | % | 9 | % | 9 | % | ||||||
Other
|
15 | % | 14 | % | 14 | % | ||||||
100 | % | 100 | % | 100 | % | |||||||
Square Footage |
||||||||
Location
|
Segment | (in thousands) | Owned/Leased | |||||
Emmaboda, Sweden
|
Water Infrastructure | 1,156 | Owned | |||||
Morton Grove, Illinois
|
Applied Water | 530 | Owned | |||||
Montecchio, Italy
|
Applied Water | 379 | Owned | |||||
Auburn, New York
|
Applied Water | 298 | Leased | |||||
Lubbock, Texas
|
Applied Water | 229 | Owned | |||||
Shenyang, China
|
Water Infrastructure/ Applied Water | 149 | Owned | |||||
Cheektowaga, New York
|
Applied Water | 200 | Leased | |||||
Corporate Headquarters
|
||||||||
White Plains, New York
|
Corporate Headquarters | 46 | Leased |
82
83
84
85
Name
|
Age |
Position(s)
|
||||
Gretchen W. McClain
|
48 | Chief Executive Officer | ||||
Michael T. Speetzen
|
42 | Chief Financial Officer | ||||
Frank R. Jimenez
|
46 | General Counsel and Corporate Secretary | ||||
Angela A. Buonocore
|
53 | Chief Communications Officer | ||||
Kenneth Napolitano
|
49 | President, Residential and Commercial Water | ||||
Michael Kuchenbrod
|
47 | President, Water and Wastewater | ||||
Chris McIntire
|
47 | President, Analytics | ||||
Robyn Mingle
|
46 | Chief Human Resources Officer | ||||
Colin R. Sabol
|
44 | Chief Strategy and Growth Officer | ||||
Bob Wolpert
|
53 | President, Flow Control |
86
87
Name
|
Age |
Position(s)
|
||||
Markos I. Tambakeras
|
60 | Chairman | ||||
Curtis J. Crawford
|
63 | Director | ||||
John J. Hamre
|
60 | Director | ||||
Steven R. Loranger
|
59 | Director, chairman emeritus | ||||
Gretchen W. McClain
|
48 | Director | ||||
Surya N. Mohapatra
|
61 | Director |
88
89
90
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| A director who is an employee, or whose immediate family member (defined as a spouse, parent, child, sibling, father- and mother-in-law, son- and daughter-in-law, brother- and sister-in-law and anyone, other than a domestic employee, sharing the directors home) is an executive officer, of the company, would not be independent until three years after the end of such relationship. | |
| A director who receives, or whose immediate family member receives, more than $120,000 per year in direct compensation from the company, other than director and committee fees and pension or other forms of deferred compensation for prior services (provided such compensation is not contingent in any way on continued service) would not be independent until three years after ceasing to receive such amount. | |
| A director who is a partner of or employed by, or whose immediate family member is a partner of or employed by and personally works on the companys audit, a present or former internal or external auditor of the company would not be independent until three years after the end of the affiliation or the employment or auditing relationship. | |
| A director who is employed, or whose immediate family member is employed, as an executive officer of another company where any of the companys present executives serve on the other companys compensation committee would not be independent until three years after the end of such service or employment relationship. | |
| A director who is an employee, or whose immediate family member is an executive officer, of a company that makes payments to, or receives payments from, the company for property or services in an amount which, in any single fiscal year, exceeds the greater of $1 million, or 2% of such other companys consolidated gross revenues, would not be independent until three years after falling below such threshold. |
Fees Earned or |
Stock |
|||||||||||||||
Paid in Cash |
Awards |
Option Awards |
Total |
|||||||||||||
Name
|
$(a) | ($)(b) | ($)(b) | ($) | ||||||||||||
Curtis J. Crawford
|
90,000 | 90,192 | 40,126 | 220,318 | ||||||||||||
John J. Hamre
|
90,000 | 90,192 | 40,126 | 220,318 | ||||||||||||
Surya N. Mohapatra
|
90,000 | 90,192 | 40,126 | 220,318 | ||||||||||||
Markos I. Tambakeras
|
90,000 | 90,192 | 40,126 | 220,318 |
92
(a) | Fees earned were paid, at the election of the director, in cash or deferred cash. Non-employee directors could have irrevocably elected deferral into an interest-bearing cash account or an account that tracks an index of ITTs stock. | |
(b) | Awards reflect the grant date fair value computed in accordance with Financial Accounting Standards Board Accounting Standards Codification (FASB ASC) Topic 718, Stock Compensation. Non- employee directors do not receive differing amounts of equity compensation, the grant date fair value for restricted stock units was $52.59 per share and was determined on May 11, 2010, the date of the ITTs 2010 Annual Meeting. The grant price reflects the closing price of ITT stock on the grant date. The grant date fair value of non-qualified stock options was $14.03 per share, determined on March 5, 2010, the date on which director stock options were awarded. |
Outstanding |
Outstanding |
|||||||||||
Restricted Common |
Stock Option |
|||||||||||
Name
|
Stock Awards | Awards | ||||||||||
Curtis J. Crawford
|
22,160 | 26,130 | ||||||||||
John J. Hamre
|
14,224 | 26,130 | ||||||||||
Surya N. Mohapatra
|
3,412 | 10,470 | ||||||||||
Markos I. Tambakeras
|
4,674 | 26,130 |
93
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95
Annual Base |
Annual Incentive |
Long-Term |
Total |
|||||||||||||
Salary |
Target |
Incentive |
Compensation |
|||||||||||||
Position as |
Position as |
Position as |
Position as |
|||||||||||||
Percentage of |
Percentage of |
Percentage of |
Percentage of |
|||||||||||||
Named Executive |
Market Median |
Market Median |
Market Median |
Market Median |
||||||||||||
Officer and Title
|
Dollar Value | Dollar Value | Dollar Value | Dollar Value | ||||||||||||
Gretchen W. McClain,
Chief Executive Officer (formerly SVP and President, Fluid and Motion Control of ITT) |
96% | 94% |
84% (Below market median range) |
89% (Below market median range) |
||||||||||||
Michael T. Speetzen,
Chief Financial Officer(1) (formerly VP of Finance, Fluid and Motion Control of ITT) |
114% (Above market median range) |
111% (Above market median range) |
117% (Above market median range) |
122% (Above market median range) |
||||||||||||
Frank R. Jimenez,
General Counsel and Corporate Secretary (formerly Vice President and General Counsel of ITT) |
82% (Below market median range) |
66% (Below market median range) |
50% (Below market median range) |
61% (Below market median range) |
||||||||||||
Angela A. Buonocore,
Chief Communications Officer (formerly SVP and Chief Communications Officer of ITT) |
105% |
120% (Above market median range) |
133% (Above market median range) |
119% (Above market median range) |
||||||||||||
Kenneth Napolitano,
President, Residential and Commercial Water (formerly President, ITT Residential and Commercial Water) |
87% (Below market median range) |
71% (Below market median range) |
89% (Below market median range) |
85% (Below market median range) |
(1) | Mr. Speetzen also received 8,000 shares of restricted stock as a special retention award. |
| Annual performance reviews for the prior year, | |
| Base salary merit increases normally established in March, | |
| Annual Incentive Plans (AIP) target awards, and | |
| Long-term incentive target awards (including stock options, restricted stock or restricted stock units and target total shareholder return (TSR) awards). |
96
| Portfolio Repositioning, | |
| Differentiated Organic Growth, | |
| Strategic Execution, and | |
| Cultural Transformation. |
How We Achieve Our Objectives | ||||
Objective
|
General Principle
|
Specific Approach
|
||
Attract and retain well-rounded, capable leaders. | Design ITTs executive compensation program to attract, reward and retain capable executives. Design total executive compensation to provide a competitive balance of salary, short-term and long-term incentive compensation. | ITTs overarching philosophy is to target total compensation at the competitive median of the CDB. ITT considers total compensation (salary plus short-term and long-term compensation) when determining each component of NEO compensation. | ||
Match compensation components to ITTs short-term and long-term operating and strategic goals. | In addition to salary, ITT includes short-term and long-term performance incentives in its compensation program. | ITT believes the mix of short-term and long-term performance-based incentives focuses executive behavior on annual performance and operating goals, as well as strategic business objectives that will promote long-term shareholder value creation. | ||
Provide a clear link between at-risk compensation with business performance. | ITT believes the measures of performance in our compensation programs must be aligned with measures key to the success of its businesses. The clear link between compensation and performance is intended to provide incentives for achieving performance and business objectives and increasing the long-term value of ITTs stock. If ITTs businesses succeed, our shareholders will benefit. | ITT links compensation and performance through its long-term incentive program, comprising restricted stock or restricted stock unit awards, non-qualified stock options awards and TSR target awards. If performance goals are not met, at-risk compensation is reduced or not paid at all. |
97
How We Achieve Our Objectives | ||||
Objective
|
General Principle
|
Specific Approach
|
||
Align at-risk compensation with levels of executive responsibility. | As executives move to greater levels of responsibility, the proportion of compensation at risk, whether through annual incentive plans or long-term incentive programs, increases in relation to the increased level of responsibility. | NEO compensation is structured so that a substantial portion of compensation is at risk for executives with greater levels of responsibility. The ITT Compensation Committee considered allocation of short-term and long-term compensation, cash and non-cash compensation and different forms of non-cash compensation for NEOs based on its assessment of the proper compensation balance needed to achieve ITTs short-term and long-term goals. The Compensation Consultant compiled and analyzed data that the ITT Compensation Committee considered in weighting compensation components for each of the NEOs. | ||
Tie short-term executive compensation to specific business objectives. | The AIP performance metrics are designed to further ITTs total enterprise objectives. By linking AIP performance to total enterprise performance, collaboration across the enterprise is rewarded. | The AIP sets out short-term performance components. If specific short-term performance goals are met, cash payments that reflect performance across the enterprise may be awarded. | ||
Tie long-term executive compensation to increasing shareholder return. | The long-term incentive award programs link executive compensation to increases in absolute shareholder return or relative shareholder return against industrial peers. | Long-term executive compensation comprises restricted stock or restricted stock units, stock options and target TSR cash awards that are tied to the achievement of three-year relative total shareholder return goals. | ||
Provide reasonable and competitive benefits and perquisites. | Make sure that other employee benefits, including perquisites, are reasonable in the context of a competitive compensation program. | NEOs participate in many of the same benefit plans with the same benefit plan terms as other employees. Certain other benefit plans are available to NEOs and described more fully in Compensation Tables ITT Pension Benefits and Compensation Tables ITT Deferred Compensation Plan. The Compensation Consultant provides survey data on perquisites to the ITT Compensation Committee. Perquisites provided to NEOs are designed to be consistent with competitive practice and are regularly reviewed by the ITT Compensation Committee. |
98
General Principle
|
Specific Approach
|
|
A competitive salary provides a necessary element of stability. | Salary levels reflect comparable salary levels based on survey data provided by the Compensation Consultant. Salary levels are reviewed annually. | |
Base salary should recognize individual performance, market value of a position and the incumbents tenure, experience, responsibilities, contribution to ITT and growth in his or her role. | Merit increases are based on overall performance and relative competitive market position. |
General Principle
|
Specific Approach
|
|
The AIP award recognizes contributions to the years results and is determined by performance against specific premier metrics on the enterprise level, or, as applicable, Value Center level as well as qualitative factors, as described in more detail in Compensation Discussion and Analysis Our Executive Compensation Program Qualitative Considerations. The 2010 AIP is structured to reward and emphasize overall enterprise, or, as applicable, Value Center performance, and emphasizes collaboration among ITTs Groups. |
The AIP focuses on operating performance, targeting premier
metrics considered predictive of top-ranking operating
performance. 2010 AIP targets for Mses. McClain and Buonocore and Messrs. Speetzen and Jimenez were established based on the following four internal premier performance metrics: earnings per share performance, free cash flow, sum of Group return on invested capital, and the sum of Group revenue. |
|
2010 AIP targets for Mr. Napolitano were based on the following five internal performance metrics:
earnings per share performance,
Value Center and Group cash flow,
Group return on invested capital,
Value Center and Group revenue, and
Value Center operating margin.
|
||
Structure AIP target awards to achieve competitive compensation levels when targeted performance results are achieved. Use objective formulas to establish potential AIP performance awards. | ITTs AIP provides for an annual cash payment to participating executives established as a target percentage of base salary. AIP target awards are set with reference to the median of competitive practice based on the CDB. Any AIP payment is the product of the annual base salary rate multiplied by the target base salary percentage multiplied by the AIP annual performance factor based on the approved metrics. The ITT Compensation Committee may approve negative discretionary adjustments with respect to NEOs. |
99
General Principle
|
Specific Approach
|
|
Design long-term incentives for NEOs to link payouts to success in the creation of shareholder value over time. |
The ITT Compensation Committee believes that long-term incentives directly reward NEOs for success in the creation of long-term value creation and enhanced total shareholder return. The ITT Compensation Committee employed four considerations in designing the long-term incentive award program:
alignment of executive interests with shareholder interests,
a multi-year plan that balances short-term and long-term decision-making,
long-term awards included as part of a competitive total compensation package, and
retention.
|
|
For NEOs, long-term equity-based incentives should recognize current performance as well as the expectation of future contributions. | The ITT Compensation Committee grants restricted stock or restricted stock units and stock options awards to link executive compensation to absolute share price performance. It grants TSR awards to provide a link to ITTs total shareholder return relative to the TSR Performance Index. | |
Review award programs annually to provide for regular assessment. | As part of its annual compensation review, the ITT Compensation Committee determines long-term incentive award program components, the percentage weight of each component, and long-term award target amounts. | |
Use competitive market survey data provided by the Compensation Consultant from a sample of S&P® Industrial Companies to select long-term components designed to advance ITTs long-term business goals as well as determining competitive target amounts. | In 2010, the ITT Compensation Committee, based on management recommendations, used competitive market data for each of the NEO positions to determine the 2010 long-term award value for each NEO. | |
Balance absolute share price return and relative share price return. | The ITT Compensation Committee balanced long-term awards among awards designed to encourage relative share price performance and awards designed to encourage absolute share price performance. More information on this allocation is provided in Compensation Discussion and Analysis Long Term Incentive Awards Programs. | |
Consider the median of competitive market data, as well as individual contributions and business performance in determining target awards. | Specific target awards are set out in the Grants of Plan-Based Awards table below. |
100
3M Co. United Technologies Corp. Illinois Tool Works, Inc. |
General Electric Co. Emerson Electric Co. Danaher Corp. |
Premier Performance Metric
|
Why this Metric
|
|
Sum of Group revenue
|
Revenue reflects ITTs emphasis on growth. Revenue is defined as reported GAAP revenue excluding the impact of foreign currency fluctuations and contributions from acquisitions and divestitures. ITTs definition of revenue may not be comparable to similar measures utilized by other companies. Revenue is based on the local currency exchange. | |
Free cash flow
|
Free cash flow reflects ITTs emphasis on cash flow generation. Free cash flow is defined as GAAP net cash flow from operating activities, less capital expenditures and adjusted for other non-cash special items and discretionary pension contributions. Free cash flow should not be considered a substitute for cash flow data prepared in accordance with GAAP. ITTs definition of free cash flow may not be comparable to similar measures utilized by other companies. Management believes that free cash flow is an important measure of performance and it is utilized as a measure of ITTs ability to generate cash. | |
Sum of Group return on invested capital
(ROIC)
|
The ITT Compensation Committee considers ROIC to be an appropriate measurement of capital utilization in ITTs businesses and a key element of premier performance. ROIC is defined as EBITA divided by average invested capital. EBITA is equal to operating income plus amortization, which consists of software amortization and other intangible amortization. Invested capital is equal to total assets minus current liabilities, excluding interest bearing current liabilities. Average invested capital is calculated by averaging invested capital over the five most recent quarters. |
101
Premier Performance Metric
|
Why this Metric
|
|
Earnings per share (EPS)
performance
|
The ITT Compensation Committee believes that EPS performance is an appropriate measure of ITTs total performance and employed the ITT EPS performance metric to encourage focus on the achievement of premier earnings performance for the overall company. EPS performance is defined as GAAP net income from continuing operations per diluted share, adjusted to exclude items such as unusual and infrequent non-operating items, non-operating tax settlements or adjustments relating to prior periods and impacts from acquisitions and divestitures. |
Performance Metric
|
Why this Metric
|
|
Value Center and Group revenue
|
Value Center and Group revenue reflects ITTs emphasis on growth. Value Center and Group revenue is defined as reported GAAP revenue for a Value Center or Group excluding the impact of foreign currency fluctuations and contributions from acquisitions and divestitures. ITTs definition of revenue may not be comparable to similar measures utilized by other companies. Value Center and Group revenue is based on the local currency exchange. | |
Value Center and Group cash flow
|
Value Center and Group cash flow reflects ITTs emphasis on cash flow generation for a Value Center or Group. Cash flow is defined as GAAP net cash flow from operating activities, less capital expenditures and adjusted for other non-cash special items and discretionary pension contributions. Cash flow should not be considered a substitute for cash flow data prepared in accordance with GAAP. ITTs definition of Value Center and Group cash flow may not be comparable to similar measures utilized by other companies. Management believes that Value Center and Group cash flow is an important measure of performance and it is utilized as a measure of ITTs ability to generate cash. | |
Value Center operating margin
|
Operating margin is a metric for Value Center performance. It is defined as operating income divided by sales. This performance metric is employed to determine how the Value Center actually performed as compared to the applicable Value Center budget. |
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Performance Metric
|
Why this Metric
|
|
Group return on invested capital
(ROIC)
|
ROIC is an appropriate measurement of capital utilization in ITTs businesses and a key element of Group performance. ROIC is defined as EBITA divided by average invested capital. EBITA is equal to operating income plus amortization, which consists of software amortization and other intangible amortization. Invested capital is equal to total assets minus current liabilities, excluding interest bearing current liabilities. Average invested capital is calculated by averaging invested capital over the five most recent quarters. | |
Earnings per share (EPS)
performance
|
EPS performance is an appropriate measure of ITTs total performance. This performance metric is employed to encourage focus on the achievement of earnings performance for the overall enterprise. EPS performance is defined as GAAP net income from continuing operations per diluted share, adjusted to exclude items such as unusual and infrequent non-operating items, non-operating tax settlements or adjustments relating to prior periods and impacts from acquisitions and divestitures. |
Performance |
||||
2010 Metrics
|
Percentage | |||
Sum of Group Revenue
|
20 | % | ||
Free Cash Flow
|
20 | % | ||
Sum of Group ROIC
|
20 | % | ||
EPS Performance
|
40 | % |
Performance |
||||
2010 Metrics
|
Percentage | |||
Value Center and Group Revenue
|
20 | % | ||
Value Center and Group Cash Flow
|
20 | % | ||
Value Center Operating Margin
|
10 | % | ||
Group ROIC
|
10 | % | ||
EPS Performance
|
40 | % |
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Earnings Per Share Performance
|
$ | 3.75 | $ | 4.00 | $ | 4.50 | ||||||
Earnings Per Share Payout Percentage of Target
|
50 | % | 100 | % | 200 | % |
2010 AIP Attainment and Payout Design | ||||||||||||||||||||||||
Revenue | Remaining Metrics | |||||||||||||||||||||||
Performance Percentage of Target
|
90 | % | 100 | % | 110 | % | 85 | % | 100 | % | 120 | % | ||||||||||||
Payout Percentage of Target
|
50 | % | 100 | % | 200 | % | 50 | % | 100 | % | 200 | % |
Performance Target |
||||
Metric
|
at 100% Payment | |||
(All $ amounts in millions other |
||||
than earnings per share |
||||
performance) | ||||
EPS Performance
|
$ | 4.00 | ||
Free Cash Flow
|
$ | 740 | ||
Sum of Group Revenue
|
$ | 11,200 | ||
Sum of Group ROIC
|
21.1 | % |
Performance Target |
||||
Metric
|
at 100% Payment | |||
(All $ amounts in millions) | ||||
Group Cash Flow
|
$ | 440 | ||
Group Revenue
|
$ | 3,425 | ||
Group ROIC
|
19.2 | % |
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Performance Target |
||||
Metric
|
at 100% Payment | |||
(All $ amounts in millions) | ||||
Value Center Cash Flow
|
$ | 144 | ||
Value Center Revenue
|
$ | 1,134 |
Target Award |
Sum of |
ITT EPS |
Total |
|||||||||||||||||||||
Percentage of |
Sum of Group |
Free Cash |
Group ROIC |
Performance |
Enterprise |
|||||||||||||||||||
Named Executive Officer
|
Base Salary | Revenue(a) | Flow(b) | (c) | (d) | Performance | ||||||||||||||||||
Gretchen W. McClain
|
80 | % | 20 | % | 20 | % | 20 | % | 40 | % | a+b+c+d | |||||||||||||
Michael T. Speetzen
|
50 | % | 20 | % | 20 | % | 20 | % | 40 | % | a+b+c+d | |||||||||||||
Frank R. Jimenez
|
60 | % | 20 | % | 20 | % | 20 | % | 40 | % | a+b+c+d | |||||||||||||
Angela A. Buonocore
|
60 | % | 20 | % | 20 | % | 20 | % | 40 | % | a+b+c+d |
Target |
||||||||||||||||||||||||||||||||||||
Award |
Value Center Performance | Group Performance | ||||||||||||||||||||||||||||||||||
Percentage |
Cash |
Revenue |
Operating |
Cash |
Revenue |
ITT EPS |
||||||||||||||||||||||||||||||
of Base |
Flow |
Growth |
Margin |
Flow |
Growth |
ROIC |
Performance |
Total |
||||||||||||||||||||||||||||
Named Executive Officer
|
Salary | (a) | (b) | (c) | (d) | (e) | (f) | (g) | Performance | |||||||||||||||||||||||||||
Mr. Napolitano
|
50 | % | 10 | % | 10 | % | 10 | % | 10 | % | 10 | % | 10 | % | 40 | % | a+b+c+d+e+f+g |
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Adjusted |
||||||||||||||||
Performance |
Performance |
Payout |
||||||||||||||
Metric (all $ amounts in millions |
Target at 100% |
Adjusted 2010 |
Percentage of |
Percentage of |
||||||||||||
other than earnings per share performance)
|
Payment | Performance | Target | Target | ||||||||||||
EPS Performance
|
$ | 3.93 | $ | 4.34 | 110.4 | % | 182 | % | ||||||||
Free Cash Flow
|
$ | 720 | $ | 924 | 128.4 | % | 200 | % | ||||||||
Sum of Group Revenue
|
$ | 11,000 | $ | 10,831 | 98.5 | % | 93 | % | ||||||||
Sum of Group ROIC
|
21.2 | % | 21.86 | % | 103.0 | % | 115 | % |
Adjusted |
||||||||||||||||
Performance |
Performance |
Payout |
||||||||||||||
Target at 100% |
Adjusted 2010 |
Percentage of |
Percentage of |
|||||||||||||
Metric (all $ amounts in millions)
|
Payment | Performance | Target | Target | ||||||||||||
Group Cash Flow
|
$ | 440 | $ | 449 | 102.0 | % | 109.8 | % | ||||||||
Group Revenue
|
$ | 3,425 | $ | 3,454 | 100.9 | % | 108.6 | % | ||||||||
Group ROIC
|
19.2 | % | 19.8 | % | 103.3 | % | 116.5 | % |
Performance |
Performance |
Payout |
||||||||||||||
Target at 100% |
Adjusted 2010 |
Percentage of |
Percentage of |
|||||||||||||
Metric (all $ amounts in millions)
|
Payment | Performance | Target | Target | ||||||||||||
Value Center Cash Flow
|
$ | 144 | $ | 140 | 97.2 | % | 90.6 | % | ||||||||
Value Center Revenue
|
$ | 1,134 | $ | 1,133 | 99.9 | % | 99.5 | % |
Annual Base |
||||||||||||||||||||||||||||
Salary * |
Free Cash |
Sum of |
Total |
|||||||||||||||||||||||||
Target |
Sum of |
Flow |
Group |
ITT EPS |
Enterprise |
|||||||||||||||||||||||
Award |
Group |
Payout |
ROIC |
Performance |
Performance |
|||||||||||||||||||||||
Percentage |
Revenue |
Percentage |
Percentage |
Percentage |
Percentage |
Actual AIP 2010 |
||||||||||||||||||||||
of Base |
Percentage |
Achieved |
Achieved |
Achieved |
Achieved |
Awards (x) * |
||||||||||||||||||||||
Named Executive Officer
|
Salary(x) | Achieved(a) | (b) | (c) | (d) | (a+b+c+d) | (a+b+c+d) | |||||||||||||||||||||
Gretchen W. McClain
|
$ | 424,000 | 18.5 | % | 40 | % | 23.1 | % | 72.8 | % | 154.4 | % | $ | 654,700 | ||||||||||||||
Michael T. Speetzen
|
$ | 156,000 | 18.5 | % | 40 | % | 23.1 | % | 72.8 | % | 154.4 | % | $ | 260,100 | (1) | |||||||||||||
Frank R. Jimenez
|
$ | 249,000 | 18.5 | % | 40 | % | 23.1 | % | 72.8 | % | 154.4 | % | $ | 384,500 | ||||||||||||||
Angela A. Buonocore
|
$ | 204,000 | 18.5 | % | 40 | % | 23.1 | % | 72.8 | % | 154.4 | % | $ | 315,000 |
(1) | As described above, in recognition of his contributions to the strategic execution of the business, Mr. Speetzen was awarded a 2010 AIP Award that was 8% above the payout he would have received based on his Total |
106
Enterprise Performance Percentage Achieved. This additional payout of $19,200 is reflected in the Summary Compensation Table below as Bonus rather than Non-Equity Incentive Plan Compensation. |
Annual |
||||||||||||||||||||||||||||||||||||||||
Base Salary* |
||||||||||||||||||||||||||||||||||||||||
Target |
Value Center Performance | Group Performance | ||||||||||||||||||||||||||||||||||||||
Award |
Cash |
Revenue |
Operating |
Cash |
Revenue |
Total |
||||||||||||||||||||||||||||||||||
Percentage |
Flow |
Growth |
Margin |
Flow |
Growth |
ROIC |
ITT EPS |
Performance |
Actual |
|||||||||||||||||||||||||||||||
of Base |
Percentage |
Percentage |
Percentage |
Percentage |
Percentage |
Percentage |
Performance |
Percentage |
AIP 2010 |
|||||||||||||||||||||||||||||||
Salary |
Achieved |
Achieved |
Achieved |
Achieved |
Achieved |
Achieved |
Achieved |
Achieved |
Awards (x)* |
|||||||||||||||||||||||||||||||
Named Executive Officer | (x) | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (a+b+c+d+e+f+g) | (a+b+c+d+e+f+g) | ||||||||||||||||||||||||||||||
Kenneth Napolitano
|
156,000 | 12.8 | % | 10.0 | % | 7.9 | % | 11.0 | % | 10.9 | % | 11.6 | % | 72.8 | % | 136.9 | % | $ | 224,200 | (1) |
(1) | As described above, in recognition of his contributions to the strategic execution of his Value Center, Mr. Napolitano was awarded a 2010 AIP Award that was 5% above the payout he would have received based on his Total Performance Percentage Achieved. This additional payout of $10,600 is reflected in the Summary Compensation Table below as Bonus rather than Non-Equity Incentive Plan Compensation. |
Total Value Center Consolidated Operating Income
|
50 | % | ||
Total Value Center Operating Plan Cash Flow
|
30 | % | ||
Total Value Center Plan Revenue
|
20 | % |
Total Value Center Consolidated Operating Income
|
50 | % | ||
Total Value Center Operating Plan (comprised of):
|
50 | % | ||
Revenue 15%
|
||||
Operating Plan Cash Flow 20%
|
||||
Margin 15%
|
||||
100 | % |
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2011 AIP Attainment and Payout Design | ||||||||||||||||||||||||
Consolidated Operating Income | ||||||||||||||||||||||||
Remaining Metrics | ||||||||||||||||||||||||
Performance Percentage of Target
|
90 | % | 100 | % | 110 | % | 85 | % | 100 | % | 120 | % | ||||||||||||
Payout Percentage of Target
|
50 | % | 100 | % | 200 | % | 50 | % | 100 | % | 200 | % |
Total Value |
||||||||||||||||||||
Center |
Total Value |
|||||||||||||||||||
Target Award |
Consolidated |
Center |
Total Value |
Total Value |
||||||||||||||||
Percentage of |
Operating |
Operating Plan |
Center Plan |
Center |
||||||||||||||||
Named Executive Officer
|
Base Salary | Income (a) | Cash Flow (b) | Revenue (c) | Performance | |||||||||||||||
Gretchen W. McClain
|
85 | % | 50 | % | 30 | % | 20 | % | a+b+c | |||||||||||
Michael T. Speetzen
|
50 | % | 50 | % | 30 | % | 20 | % | a+b+c | |||||||||||
Frank R. Jimenez
|
60 | % | 50 | % | 30 | % | 20 | % | a+b+c | |||||||||||
Angela A. Buonocore
|
60 | % | 50 | % | 30 | % | 20 | % | a+b+c |
Total Value |
||||||||||||||||||||||||
Center |
||||||||||||||||||||||||
Target Award |
Consolidated |
Individual Value Center Operating Income Plan | ||||||||||||||||||||||
Percentage of |
Operating |
Operating Plan |
Total |
|||||||||||||||||||||
Named Executive Officer | Base Salary | Income (a) | Revenue (b) | Cash Flow (c) | Margin (d) | Performance | ||||||||||||||||||
Kenneth Napolitano
|
50 | % | 50 | % | 15 | % | 20 | % | 15 | % | a+b+c+d |
| Restricted stock or restricted stock unit awards. In 2010 the ITT Compensation Committee awarded restricted stock awards. In 2011 the ITT Compensation Committee determined to award restricted stock units, which will be settled in shares upon vesting. Restricted stock units provide the same economic risk or reward as restricted stock, but recipients do not have voting rights and do not receive cash dividends during the restriction period. Dividend equivalents are accrued and paid in cash upon vesting of the restricted stock units. The ITT Compensation Committee determined to award restricted stock units rather than restricted stock in 2011 because restricted stock unit awards provide consistent tax treatment for domestic and international employees, | |
| Non-qualified stock option awards, and | |
| Performance-based Cash Awards, referred to as TSR Awards. The TSR award plan provides a target cash incentive that directly links ITTs three-year total shareholder return performance to the same performance measure for each company included within the S&P 500 index, excluding companies in the utility, transportation service and financial service industries (described herein as the TSR Performance Index). The TSR Performance Index is adjusted to exclude companies that are added or |
108
deleted from the S&P 500 index during the performance period. As of December 31, 2010 the TSR Performance Index included between 312 and 365 companies, based on award year. |
TSR |
Non-Qualified |
|||||||||||
(Target Cash |
Stock Option |
Restricted Stock |
||||||||||
Award) |
Award |
Award |
||||||||||
Named Executive Officer
|
$ | # Options | # Shares | |||||||||
Gretchen W. McClain
|
360,000 | 24,049 | 7,503 | |||||||||
Michael T. Speetzen(1)
|
100,000 | 7,135 | 2,084 | |||||||||
8,000 | ||||||||||||
Frank R. Jimenez
|
166,700 | 11,890 | 3,474 | |||||||||
Angela A. Buonocore
|
135,000 | 9,019 | 2,814 | |||||||||
Kenneth Napolitano
|
141,700 | 10,105 | 2,953 |
(1) | As described in Compensation Tables Grants of Plan Based Awards, Mr. Speetzen received a special retention award of 8,000 shares of restricted stock in recognition of his strategic importance to the business. 2,400 shares vest on March 5, 2013 and 5,600 shares vest on March 5, 2014. |
| Holders of restricted stock have the right to receive dividends and vote the shares during the restriction period, | |
| Restricted stock generally is subject to a three-year restriction period, | |
| If an acceleration event occurs (as described in Compensation Tables Change of Control Arrangements) the restricted stock vests in full, |
109
| If an employee dies or becomes disabled, the restricted stock vests in full, | |
| If an employee leaves ITT prior to vesting, whether through resignation or termination for cause, the restricted stock is forfeited, and | |
| If an employee retires or is terminated other than for cause, a pro-rata portion of the restricted stock award vests. With respect to a termination other than for cause, the pro-rata portion includes vesting that reflects the applicable severance period. |
| The option exercise price of stock options awarded is the NYSE closing price of ITTs common stock on the date the award is approved by the ITT Compensation Committee, | |
| For options granted to new executives, the option exercise price of approved stock option awards is the closing price on the grant date, generally the day following the first day of employment, | |
| Options cannot be exercised prior to vesting, | |
| Three-year cliff vesting is required for executives at the level of senior vice president or above. Stock options vest in one-third cumulative annual installments for executives below the senior vice president level, | |
| If an acceleration event occurs (as described in Compensation Tables Change of Control Arrangements), the stock option award vests in full, | |
| Options awarded in 2010 and 2011 and prior to 2005 expire ten years after the grant date. Options awarded between 2005 and 2009 expire seven years after the grant date. In 2010, the seven-year option term was extended to ten years based on a review of competitive market practices, | |
| If an employee is terminated for cause, vested and unvested portions of the options expire on the date of termination, | |
| ITT Corporation 2003 Equity Incentive Plan (the 2003 Plan) and ITTs 2011 Omnibus Incentive Plan prohibit the repricing of, or exchange of, stock options and stock appreciation rights that are priced below the prevailing market price with lower-priced stock options or stock appreciation rights without shareholder approval, and | |
| There may be adjustments to the post-employment exercise period of an option grant if an employees tenure with ITT is terminated due to death, disability, retirement or termination by ITT other than for cause. Any post-employment exercise period, however, cannot exceed the original expiration date of the |
110
option. If employment is terminated due to an acceleration event or because the option holder believes in good faith that he or she would be unable to discharge his or her duties effectively after the acceleration event, the option expires on the earlier of the date seven months after the acceleration event or the normal expiration date. |
| Currently, no individual may receive more than 600,000 options under the 2003 Plan in any one year. |
Restricted Stock or Restricted Stock Units
|
Non-Qualified Stock Options
|
|
A restricted stock award is a grant of ITT stock, subject to certain vesting restrictions. A restricted stock unit award is a promise to deliver to the recipient, upon vesting, shares of ITT stock. Both restricted stock and restricted stock units carry the same economic risk and reward. | Non-qualified stock options provide the opportunity to purchase ITT stock at a specified price called the exercise price at a future date. | |
Holders of restricted stock, as shareholders of ITT, are entitled to vote the shares and receive dividends or dividend equivalents prior to vesting. Holders of restricted stock units are not entitled to vote the shares and do not receive cash dividends during the restriction period. Dividend equivalents are paid in cash upon restricted stock unit vesting beginning with the 2011 awards. | Stock option holders do not receive dividends on shares underlying options and cannot vote their shares. | |
Restricted stock and restricted stock units have intrinsic value on the day the award is received and retain some realizable value even if the share price declines during the restriction period. Since restricted stock and restricted stock units do not expire, each provides strong employee retention value even after vesting. | Non-qualified stock options increase focus on activities primarily related to absolute share price appreciation. ITTs non-qualified stock options expire ten or seven years after their grant date depending on the year of award. If the value of ITTs stock increases and the optionee exercises his or her option to buy at the exercise price, the optionee receives a gain in value equal to the difference between the option exercise price and the price of the stock on the exercise date. If the value of ITTs stock fails to increase or declines, the stock option has no realizable value. Stock options provide less retention value than restricted stock since stock options have realizable value only if the share price appreciates over the option exercise price before the options expire. |
111
Feature
|
Implementation
|
|
TSR rewards comparative stock price appreciation relative to that of the TSR Performance Index | The ITT Compensation Committee, at its discretion, determines the size and frequency of target TSR awards, performance measures and performance goals, in addition to performance periods. In determining the size of target TSR awards for executives, the ITT Compensation Committee considers comparative data provided by the Compensation Consultant and ITTs internal desired growth in share price. ITTs target TSR awards provided to NEOs are generally based on a participants position, competitive market data, individual performance and anticipated potential contributions to ITTs long-term goals. | |
Three-year performance period | A three-year TSR performance period encourages behaviors and performance geared to ITTs long-term goals and, in the view of the ITT Compensation Committee, discourages behaviors that might distract from the three-year period focus. The three-year performance period is consistent with ITTs business cycle because it allows sufficient time for focus on long-term goals and mutes market swings not based on performance. The three-year performance period is also somewhat independent of short-term market cycles. | |
Performance measurement and award frequency: | ITTs performance for purposes of the TSR awards is measured by ranking ITTs calculated total shareholder return (see TSR calculation feature) within the TSR performance index. Payouts, if any, are based on a non-discretionary formula and interpolated for values between the 35th and 80th percentile of performance. The ITT Compensation Committee felt these breakpoints were properly motivational and rewarded the desired behavior. The payout factor (percentage of target award) is 50% at the 35th percentile and 200% at the 80th percentile. | |
TSR awards are expressed as target cash awards and paid in cash. | Cash awards compensate relative performance while reducing share dilution. | |
Components of TSR |
The ITT Compensation Committee considered the components of a measurable return of value to shareholders, reviewed peer practices and received input from the Compensation Consultant. Based on that review the ITT Compensation Committee determined that the most significant factors to measure return of value to shareholders were:
dividend yields,
cumulative relative change in stock price, and
extraordinary shareholder payouts.
|
112
Feature
|
Implementation
|
|
TSR calculation | TSR = the sum of 1) dividends paid and reinvested and any other extraordinary shareholder payouts during the three-year performance period and 2) the cumulative change in stock price from the beginning to the end of the performance period as a percentage of beginning stock price. |
| If a participants employment terminates before the end of the three-year performance period, the award is forfeited except in two cases: 1) if a participant dies or becomes disabled, the TSR award vests in full and payment, if any, is made according to its original terms. Vesting in full in the case of death or disability reflects the inability of the participant to control the triggering event and is consistent with benefit plan provisions related to death and disability; and 2) if a participant retires or is terminated by ITT other than for cause, a pro-rata payout, if any, is provided based on the number of full months of employment during the measurement period divided by thirty-six months (the term of the three-year TSR). This pro-rated payout, if any, is provided because it reflects the participants service during the pro-rated period. | |
| ITTs performance for purposes of the TSR awards is measured by comparing the average stock price performance over the trading days in the month of December immediately prior to the start of the TSR three-year performance period to the average stock price performance over the trading days in the last month of the three-year cycle, including adjustments for dividends and extraordinary payments. (For example, trading days in the month of December 2010 are used as a base for 2011 TSR awards, which will be measured from January 1, 2011 to December 31, 2013). | |
| Payment, if any, of cash awards generally will be made following the end of the applicable three-year performance period and will be based on ITTs performance measured against the total shareholder return performance of the TSR Performance Index. | |
| Subject to the provisions of Section 409A, in the event of an acceleration event in a change of control (described in Compensation Tables Change of Control Arrangements), a pro-rata portion of outstanding awards will be paid through the date of the change of control based on actual performance and the balance of the award will be paid at target (100%). There may be up to three outstanding TSR awards at any time. | |
| Performance goals for the applicable TSR performance period are established in writing no later than ninety days after the beginning of the applicable performance period. |
If ITTs Total Shareholder Return |
||||
Rank Against the Companies that Comprise |
Payout Factor |
|||
the TSR Performance Index is
|
(% of Target Award) | |||
less than the 35(th) percentile
|
0 | % | ||
at the 35(th) percentile
|
50 | % | ||
at the 50(th) percentile
|
100 | % | ||
at the 80(th) percentile or more
|
200 | % |
113
If ITTs Total Shareholder Return |
||||
Rank Against the Companies that Comprise |
Payout Factor |
|||
the TSR Performance Index is
|
(% of Target Award) | |||
less than the 35(th) percentile
|
0 | % | ||
at the 35(th) percentile
|
50 | % | ||
at the 50(th) percentile
|
100 | % | ||
at the 80(th) percentile or more
|
200 | % |
TSR |
Non-Qualified |
|||||||||||
(Target Cash |
Stock Option |
Restricted Stock |
||||||||||
Award) |
Award |
Unit Award |
||||||||||
Named Executive Officer
|
$ | # Options | # Units | |||||||||
Gretchen W. McClain
|
533,300 | 33,459 | 9,111 | |||||||||
Michael T. Speetzen
|
110,000 | 7,640 | 1,879 | |||||||||
Frank R. Jimenez
|
233,300 | 16,205 | 3,986 | |||||||||
Angela A. Buonocore
|
166,700 | 10,456 | 2,847 | |||||||||
Kenneth Napolitano
|
141,700 | 9,840 | 2,420 |
114
Non-management directors
|
5 X Annual Retainer Amount | |
CEO
|
5 X Annual Base Salary | |
CFO
|
3 X Annual Base Salary | |
Senior Vice Presidents
|
2 X Annual Base Salary | |
Vice Presidents
|
1 X Annual Base Salary |
115
116
| the executive terminates his or her own employment, | |
| the executives employment is terminated for cause, | |
| termination occurs after the executives normal retirement date under the ITT Salaried Retirement Plan, or |
117
| termination occurs in certain divestiture instances if the executive accepts employment or refuses comparable employment. |
| provide for continuing cohesive operations as executives evaluate a transaction, which, without change of control protection, could be personally adverse to the executive, | |
| keep executives focused on preserving value for shareholders, | |
| retain key talent in the face of potential transactions, and | |
| aid in attracting talented employees in the competitive marketplace. |
118
119
Compensation Component or Policy
|
Risk Mitigation Factor
|
|
Salary |
Based on market rates.
|
|
Provides stability and minimizes
risk-taking incentives.
|
||
Annual Incentive Plan |
AIP design emphasizes overall
performance and collaboration among business Groups. ITTs
Fluid Technology, Motion & Flow Control and Defense &
Information Solutions businesses are each a business segment or
Group.
|
|
AIP components focus on metrics that
encourage operating performance and earnings per share
appreciation.
|
||
AIP design is tailored to meet unique
business considerations for Corporate headquarters and business
Groups.
|
||
Individual AIP components and total AIP
awards are capped.
|
||
Long-Term Incentive Awards | ||
Restricted Stock or Restricted Stock
Units
|
Restricted stock or restricted stock
units generally vest after three years.
|
|
Stock Options
|
Stock options vest after three years for
the Chief Executive Officer and for senior vice presidents and
in one-third cumulative annual installments after the first,
second and third anniversary of the grant date for other
optionees. Options awarded in 2010 and 2011 and options awarded
prior to 2005 expire ten years after the grant date. Options
awarded between 2005 and 2009 expire seven years after the grant
date.
|
120
Compensation Component or Policy
|
Risk Mitigation Factor
|
|
The three-year vesting threshold for
senior vice presidents and the Chief Executive Officer and seven
and ten-year option terms encourage long-term behaviors.
|
||
Total Shareholder Return Awards
|
The TSR long-term award is based on
three-year share price performance and encourages behaviors
focused on long-term goals, while discouraging behaviors focused
on short-term risks.
|
|
Perquisites | Limited perquisites are based on competitive market data. The ITT Compensation Committee has determined that tax reimbursements related to financial counseling and tax preparation for senior executives associated with the 2011 tax year will be eliminated. No salary increase will be provided to offset the elimination of tax reimbursement. | |
Severance and Pension benefits | Severance and pension benefits are in line with competitive market data. | |
Recoupment Policy | Provides mechanism for senior executive compensation recapture in certain situations involving fraud or willful misconduct. | |
Officer Share Ownership Guidelines | ITT officers are required to own ITT shares or share equivalents up to 5x base salary, depending on the level of the officer (discussed in Compensation Discussion and Analysis Stock Ownership Guidelines). Share ownership guidelines align executive and shareholder interests. ITT policy prohibits speculative trading in and out of ITT securities, including prohibitions on short sales and leverage transactions, such as puts, calls, and listed and unlisted options. |
121
Annual Base |
||||||||||||||||||
Salary |
||||||||||||||||||
Effective Upon |
Target 2012 Annual |
2012 Long-Term |
Anticipated Total |
|||||||||||||||
Annual Base |
Spin-Off as |
Incentive Award as |
Incentive Award as |
Compensation as |
||||||||||||||
Salary |
Percentage of |
Target 2012 |
Percentage of |
2012 Long-Term |
Percentage of |
Percentage of |
||||||||||||
Effective Upon |
Market Median |
Annual Incentive |
Market Median |
Incentive |
Market Median |
Marked Median |
||||||||||||
Named Executive Officer
|
Spin-Off | Dollar Value | Award | Dollar Value | Award | Dollar Value | Range | |||||||||||
Gretchen W. McClain
|
$ | 900,000 |
85% (Below market median range) |
100% of Annual Base Salary |
67% (Below market median range) |
$ | 3,400,000 |
72% (Below market median range) |
73% (Below market median range) |
|||||||||
Michael T. Speetzen
|
$ | 439,000 |
85% (Below market median range) |
80% of Annual Base Salary |
90% | $ | 746,000 |
65% (Below market median range) |
75% (Below market median range) |
|||||||||
Frank R. Jimenez
|
$ | 435,000 | 101% |
60% of Annual Base Salary |
98% | $ | 700,000 | 95% | 98% | |||||||||
Angela A. Buonocore
|
$ | 365,000 |
155% (Above market median range) |
60% of Annual Base Salary |
244% (Above market median range) |
$ | 500,000 |
385% (Above market median range) |
238% (Above market median range) |
|||||||||
Kenneth Napolitano
|
$ | 360,000 | 95% |
60% of Annual Base Salary |
90% | $ | 510,000 | 99% | 96% |
122
Transaction |
||||||||
Success |
||||||||
Founders |
Incentive |
|||||||
Named Executive Officer
|
Grant | Award | ||||||
Gretchen W. McClain
|
$ | 5,100,000 | $ | | ||||
Michael T. Speetzen
|
$ | 1,118,000 | $ | 160,000 | ||||
Frank R. Jimenez
|
$ | 1,050,000 | $ | 220,000 | ||||
Angela A. Buonocore
|
$ | 750,000 | $ | 550,000 | ||||
Kenneth Napolitano
|
$ | 765,000 | $ | 165,000 |
123
Change in |
||||||||||||||||||||||||||||||||||||
Pension |
||||||||||||||||||||||||||||||||||||
Value & |
||||||||||||||||||||||||||||||||||||
Non-Equity |
Non-Qualified |
|||||||||||||||||||||||||||||||||||
Incentive |
Deferred |
|||||||||||||||||||||||||||||||||||
Stock |
Option |
Plan |
Compensation |
All Other |
||||||||||||||||||||||||||||||||
Name and Principal |
Year |
Salary |
Bonus |
Awards |
Awards |
Compensation |
Earnings |
Compensation |
Total |
|||||||||||||||||||||||||||
(a)
|
(b) | ($)(c) | ($)(d) | ($)(e) | ($)(f) | ($)(g) | ($)(h) | ($)(i) | ($)(j) | |||||||||||||||||||||||||||
Gretchen W. McClain
|
2010 | 527,604 | | 761,335 | 372,279 | 654,700 | 97,308 | 74,141 | 2,487,367 | |||||||||||||||||||||||||||
Chief Executive Officer
|
2009 | 504,054 | 61,000 | 2,426,708 | 317,269 | 474,600 | 70,753 | 65,453 | 3,919,837 | |||||||||||||||||||||||||||
(formerly Senior Vice President
|
2008 | 426,462 | | 801,010 | 249,883 | 527,700 | 39,611 | 139,099 | 2,183,765 | |||||||||||||||||||||||||||
and President, Fluid and Motion Control of ITT)
|
||||||||||||||||||||||||||||||||||||
Michael T. Speetzen
|
2010 | 309,692 | 19,200 | 639,393 | 100,104 | 240,900 | 20,508 | 45,978 | 1,375,775 | |||||||||||||||||||||||||||
Chief Financial Officer (formerly Vice President of Finance for
Fluid and Motion Control of ITT)
|
||||||||||||||||||||||||||||||||||||
Frank R. Jimenez
|
2010 | 412,115 | | 352,524 | 166,817 | 384,500 | 47,578 | 54,855 | 1,418,389 | |||||||||||||||||||||||||||
General Counsel and Corporate Secretary (formerly Vice President
and General Counsel of ITT)
|
||||||||||||||||||||||||||||||||||||
Angela A. Buonocore
|
2010 | 338,077 | 15,700 | 285,521 | 139,614 | 315,000 | 64,169 | 41,785 | 1,199,866 | |||||||||||||||||||||||||||
Chief Communications Officer (formerly Senior Vice President and
Chief Communications Officer of ITT)
|
||||||||||||||||||||||||||||||||||||
Kenneth Napolitano,
|
2010 | 311,368 | 10,600 | 299,656 | 141,773 | 213,600 | 120,905 | 91,737 | 1,189,639 | |||||||||||||||||||||||||||
President, Residential and Commercial Water (formerly
President, ITT Residential and Commercial Water)
|
(d) | For the 2010 performance year, the ITT Compensation Committee awarded Ms. Buonocore a discretionary bonus of $15,700, which payment was outside the AIP plan. This award was in recognition of Ms. Buonocores strong contributions and strategic importance to the business. In addition, for the 2010 performance year, in recognition of their respective contributions to the strategic execution of the business, Messrs. Speetzen and Napolitano were awarded 2010 AIP Awards that were 8% and 5%, respectively, above the payout they would have received based on their respective Total Enterprise Performance Percentage Achieved and Total Performance Percentage Achieved (for further discussion see Compensation Discussion and Analysis-2010 AIP Awards Paid in 2011). For the 2009 performance year, the ITT Compensation Committee awarded Ms. McClain a discretionary bonus of $61,000, which payment was outside the AIP plan. This award was in recognition of Ms. McClains exceptional business leadership of the Fluid Technology and Motion and Flow Control business segments during difficult economic conditions. | |
(e) | Amounts in the Stock Awards column include the aggregate grant date fair value computed in accordance with FASB ASC Topic 718 for TSR units and restricted stock. The TSR is considered a liability plan under the provisions of FASB ASC Topic 718. A discussion of restricted stock units, restricted stock, and the TSR may be found in Note 4 to the Combined Financial Statements in this Information Statement. The values of TSR units at target for the 2010-2012 performance period for Ms. McClain, Mr. Speetzen, Mr. Jimenez, Ms. Buonocore and Mr. Napolitano were $360,000, $100,000, $166,700, $135,000 and $141,700 respectively. Assuming the maximum value at the highest level of achievement, Ms. McClain, Mr. Speetzen, Mr. Jimenez, Ms. Buonocore and Mr. Napolitano would receive TSR unit payouts of $720,000, $200,000, $333,400, $270,000 and $283,400, respectively, following the end of the performance period. | |
(f) | Amounts in the Option Awards column include the aggregate grant date fair value of: non-qualified stock option awards in the year of grant based on a binomial lattice value of $15.48 for Ms. McClain and Ms. Buonocore and $14.03 for Mr. Speetzen, Mr. Jimenez and Mr. Napolitano for the 2010 grant year; $10.53 |
124
for Ms. McClain, and $14.99 for Ms. McClain for the 2008 grant year. A discussion of assumptions relating to option awards may be found in Note 4 to the Combined Financial Statements in this Information Statement. | ||
(g) | Amounts in the Non-Equity Incentive Plan Compensation column represent AIP awards for performance year 2010, which to the extent not deferred by an executive, were paid out shortly after that date. | |
(h) | No NEO received preferential or above-market earnings on deferred compensation. The change in the present value in accrued pension benefits was determined by measuring the present value of the accrued benefit at the respective dates using a discount rate of 6.25% at December 31, 2008, 6.00% at December 31, 2009, and 5.75% at December 31, 2010 (corresponding to the discount rates used for the ITT Salaried Retirement Plan, which is a component of ITTs consolidated pension plans, as described in Note 13 to the Combined Financial Statements in this Information Statement and based on the assumption that retirement occurs at the earliest date the individual could retire with an unreduced retirement benefit.) | |
(i) | Amounts in this column for 2010 represent items specified in the All Other Compensation Table below. |
Other Compensation | ||||||||||||||||||||||||||||||||||||||||
Personal |
||||||||||||||||||||||||||||||||||||||||
Use of |
Excess Savings |
Tax |
Total All |
|||||||||||||||||||||||||||||||||||||
Corporate |
Financial |
Auto |
Total |
Plan Contri- |
Reimburse- |
401(K) |
Other |
|||||||||||||||||||||||||||||||||
Aircraft |
Counseling |
Relocation |
Allowances |
Perquisites |
butions |
ments |
Match |
Other |
Compensation |
|||||||||||||||||||||||||||||||
Name |
($) |
($) |
($) |
($) |
($) |
($) |
($) |
($) |
($) |
($) |
||||||||||||||||||||||||||||||
(a)
|
(b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | (k) | ||||||||||||||||||||||||||||||
Gretchen W. McClain
|
8,936 | 15,895 | 15,600 | 40,431 | 10,011 | 14,263 | 8,575 | 861 | 74,141 | |||||||||||||||||||||||||||||||
Michael T. Speetzen
|
| 730 | 15,868 | 13,200 | 29,798 | 1,315 | 10,878 | 3,675 | 312 | 45,978 | ||||||||||||||||||||||||||||||
Frank R. Jimenez
|
| 14,800 | 15,600 | 30,400 | 5,849 | 9,079 | 8,575 | 952 | 54,855 | |||||||||||||||||||||||||||||||
Angela A. Buonocore
|
| 8,635 | 15,600 | 24,235 | 3,258 | 4,922 | 8,575 | 795 | 41,785 | |||||||||||||||||||||||||||||||
Kenneth Napolitano
|
| 940 | 41,674 | 13,200 | 55,814 | 2,264 | 24,618 | 8,575 | 466 | 91,737 |
(b) | Amounts reflect the aggregate incremental cost to ITT for personal use of the corporate aircraft for Ms. McClain. Ms. McClains personal use of the corporate aircraft related to a trip where Ms. McClain was a passenger on a trip previously scheduled by Mr. Loranger. The aggregate incremental cost to ITT is determined on a per-flight basis and includes the cost of fuel, a pro-rata share of repairs and maintenance, landing and storage fees, crew-related expenses and other miscellaneous variable costs. A different value attributable to personal use of the corporate aircraft (as calculated in accordance with Internal Revenue Service guidelines) is included as compensation on the W-2 for Ms. McClain in the amount of $1,771. | |
(c) | Amounts represent financial counseling and tax service fees paid during 2010. Financial counseling and tax service fees reflect fees for invoices submitted during the calendar year. | |
(d) | For Mr. Speetzen amounts in this column represent relocation-related expenses. Mr. Napolitano received a company paid apartment in the amount of $41,674 under a relocation arrangement in 2010, which arrangement terminates October 31, 2011. | |
(e) | Auto allowances are provided to a range of executives, including the NEOs. | |
(g) | ITT contributions to the ITT Excess Savings Plan are unfunded and earnings accrue at the same rate as the Stable Value Fund available to participants in the ITT Salaried Investment and Savings Plan. | |
(h) | Amounts in this column are tax reimbursement allowances intended to offset the inclusion of taxable income of financial counseling and tax preparation services. Tax reimbursement for financial counseling has been eliminated for the 2011 tax year. No compensating salary increase will be provided. Mr. Jimenezs amount also includes a tax-related relocation reimbursement of $130. Amounts for Mr. Speetzen represent tax reimbursements related to a relocation. | |
(i) | Amounts represent the aggregate of ITTs floor and matching contributions to the participants ITT Salaried Investment and Savings Plan account. | |
(j) | Amounts include taxable group term-life insurance premiums attributable to each NEO. |
125
All Other |
All Other |
|||||||||||||||||||||||||||||||||||||||||||
Stock |
Option |
Grant Date |
||||||||||||||||||||||||||||||||||||||||||
Awards: |
Awards: |
Exercise or |
Fair Value of |
|||||||||||||||||||||||||||||||||||||||||
Estimated Future Payouts Under |
Estimated Future Payouts Under |
Number of |
Number of |
Base Price of |
Stock and |
|||||||||||||||||||||||||||||||||||||||
Non-Equity Incentive Plan Awards | Equity Incentive Plan Awards |
Shares |
Securities |
Option |
Option |
|||||||||||||||||||||||||||||||||||||||
Grant |
Threshold |
Target |
Maximum |
Threshold |
Target |
Maximum |
of Stock or |
Underlying |
Awards |
Awards |
||||||||||||||||||||||||||||||||||
Name |
Date |
($) |
($) |
($) |
(#) |
(#) |
(#) |
Units (#) |
Options (#) |
($/Sh) |
($) |
|||||||||||||||||||||||||||||||||
(a)
|
(b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | (k) | (l) | |||||||||||||||||||||||||||||||||
Gretchen W. McClain | 212,000 | 424,000 | 848,000 | |||||||||||||||||||||||||||||||||||||||||
05-Mar-10 | 180,000 | 360,000 | 720,000 | 360,000 | ||||||||||||||||||||||||||||||||||||||||
05-Mar-10 | 7,503 | 401,335 | ||||||||||||||||||||||||||||||||||||||||||
05-Mar-10 | 24,049 | 53.49 | 372,279 | |||||||||||||||||||||||||||||||||||||||||
Michael T. Speetzen | 78,000 | 156,000 | 312,000 | |||||||||||||||||||||||||||||||||||||||||
05-Mar-10 | 50,000 | 100,000 | 200,000 | 100,000 | ||||||||||||||||||||||||||||||||||||||||
05-Mar-10 | 2,084 | 111,473 | ||||||||||||||||||||||||||||||||||||||||||
05-Mar-10 | 8,000 | 427,920 | ||||||||||||||||||||||||||||||||||||||||||
05-Mar-10 | 7,135 | 53.49 | 100,104 | |||||||||||||||||||||||||||||||||||||||||
Frank R. Jimenez | 124,500 | 249,000 | 498,000 | |||||||||||||||||||||||||||||||||||||||||
05-Mar-10 | 83,350 | 166,700 | 333,400 | 166,700 | ||||||||||||||||||||||||||||||||||||||||
05-Mar-10 | 3,474 | 185,824 | ||||||||||||||||||||||||||||||||||||||||||
05-Mar-10 | 11,890 | 53.49 | 166,817 | |||||||||||||||||||||||||||||||||||||||||
Angela A. Buonocore | 102,000 | 204,000 | 408,000 | |||||||||||||||||||||||||||||||||||||||||
05-Mar-10 | 67,500 | 135,000 | 270,000 | 135,000 | ||||||||||||||||||||||||||||||||||||||||
05-Mar-10 | 2,814 | 150,521 | ||||||||||||||||||||||||||||||||||||||||||
05-Mar-10 | 9,019 | 53.49 | 139,614 | |||||||||||||||||||||||||||||||||||||||||
Kenneth Napolitano | 78,000 | 156,000 | 312,000 | |||||||||||||||||||||||||||||||||||||||||
05-Mar-10 | 70,850 | 141,700 | 283,400 | 141,700 | ||||||||||||||||||||||||||||||||||||||||
05-Mar-10 | 2,953 | 157,956 | ||||||||||||||||||||||||||||||||||||||||||
05-Mar-10 | 10,105 | 53.49 | 141,773 |
(c)(d)(e) | Amounts reflect the threshold, target and maximum payment levels, respectively, if an award payout is achieved under the 2010 AIP described above in Compensation Discussion and Analysis Overview of the AIP And Long-Term Incentive Target Awards) These potential payments are based on achievement of specific performance metrics and are completely at risk. The target award is computed based upon the applicable range of net estimated payments denominated in dollars where the target award is equal to 100% of the award potential, the threshold is equal to 50% of target and the maximum is equal to 200% of target. | |
(f)(g)(h) | Amounts reflect the threshold, target and maximum payment levels, if an award payout is achieved, under ITTs TSR Plan for the 2010-2012 performance period described above in |
126
Compensation Discussion and Analysis Long-Term Incentive Awards Program Total Shareholder Return (TSR) Awards Subcomponent. Each unit under the TSR Plan equals $1. Payments, if any, under the TSR Plan are paid in cash at the end of the performance period. The performance period for awards under ITTs TSR Plan, reflected in the Estimated Future Payouts Under Equity Incentive Plan Awards column, for the 2010-2012 performance period is January 1, 2010-December 31, 2012. | ||
(i) | Amounts reflect the number of shares of restricted stock granted in 2010 to the NEOs. The number of shares underlying restricted stock awards was determined by the average of the high and low stock price on the program valuation date of February 8, 2010. Restricted stock grants to NEOs generally vest in full at the end of the three-year restriction period following the grant date. During the restriction period, the holder receives dividends and may vote the shares. With respect to Mr. Speetzen, 2,400 of the 8,000 shares of restricted stock received on March 5, 2010 as a special retention award vest on March 5, 2013 and the remaining 5,600 shares vest on March 5, 2014. | |
(j) | Amounts reflect the number of non-qualified stock options granted in 2010 to the NEOs. The number of non-qualified stock options was determined by the lattice value on the program valuation date of February 8, 2010. Such non-qualified stock options generally become exercisable at the end of the three-year period following the grant date and expire ten years after the grant date. For Mr. Speetzen, Mr. Jimenez and Mr. Napolitano, one-third of non-qualified stock options granted in 2010 vest in 2011, one-third vest in 2012 and one-third vest in 2013. | |
(k) | The option exercise price for non-qualified stock options granted in 2010 was the closing price of ITT common stock on March 5, 2010, the date the non-qualified stock options were granted. | |
(l) | Amounts in this column represent the grant date fair value computed in accordance with FASB ASC Topic 718 for TSR target awards, restricted stock awards and non-qualified stock option awards granted to the NEOs in 2010. |
127
Option Awards | Stock Awards | |||||||||||||||||||||||||||||||||||
Equity |
||||||||||||||||||||||||||||||||||||
Incentive |
||||||||||||||||||||||||||||||||||||
Equity |
Plan |
|||||||||||||||||||||||||||||||||||
Incentive |
Awards: |
|||||||||||||||||||||||||||||||||||
Equity |
Plan |
Market or |
||||||||||||||||||||||||||||||||||
Incentive |
Awards: |
Payout |
||||||||||||||||||||||||||||||||||
Plan |
Number of |
Value of |
||||||||||||||||||||||||||||||||||
Number of |
Awards: |
Market |
Unearned |
Unearned |
||||||||||||||||||||||||||||||||
Securities |
Number of |
Number of |
Value of |
Shares, |
Shares, |
|||||||||||||||||||||||||||||||
Number of |
Underlying |
Securities |
Shares or |
Shares or |
Units or Other |
Units or Other |
||||||||||||||||||||||||||||||
Securities |
Unexercised |
Underlying |
Units of |
Units of |
Rights |
Rights |
||||||||||||||||||||||||||||||
Underlying |
Options (#) |
Unexercised |
Option |
Option |
Stock That |
Stock That |
That Have |
That Have |
||||||||||||||||||||||||||||
Unexercised |
Unexercis- |
Unearned |
Exercise |
Expiration |
Have Not |
Have Not |
Not Vested |
Not Vested |
||||||||||||||||||||||||||||
Name |
Options (#) |
able |
Options |
Price ($) |
Date |
Vested (#) |
Vested ($) |
(#) |
($) |
|||||||||||||||||||||||||||
(a)
|
Exercisable(b) | (c) | (#)(d) | (e) | (f) | (g) | (h) | (i) | (j) | |||||||||||||||||||||||||||
Gretchen W. McClain
|
33,333 | | | 55.59 | 9/19/2012 | 74,500 | 3,882,195 | 360,000 | 360,000 | |||||||||||||||||||||||||||
8,725 | | | 52.68 | 3/6/2013 | ||||||||||||||||||||||||||||||||
15,155 | | | 57.99 | 3/7/2014 | ||||||||||||||||||||||||||||||||
| 16,670 | | 53.09 | 3/10/2015 | ||||||||||||||||||||||||||||||||
| 30,130 | | 33.19 | 3/5/2016 | ||||||||||||||||||||||||||||||||
| 24,049 | | 53.49 | 3/5/2020 | ||||||||||||||||||||||||||||||||
Michael T. Speetzen
|
3,309 | 6,616 | 33.19 | 3/5/2016 | 12,723 | 662,996 | 100,000 | 100,000 | ||||||||||||||||||||||||||||
7,135 | 53.49 | 3/5/2020 | ||||||||||||||||||||||||||||||||||
Frank R. Jimenez
|
5,512 | 11,023 | | 45.81 | 6/9/2016 | 7,111 | 370,554 | 166,700 | 166,700 | |||||||||||||||||||||||||||
| 11,890 | | 53.49 | 3/5/2020 | ||||||||||||||||||||||||||||||||
Angela A. Buonocore
|
6,735 | | 57.99 | 3/7/2014 | 12,310 | 641,474 | 135,000 | 135,000 | ||||||||||||||||||||||||||||
5,537 | 2,768 | | 53.09 | 3/10/2015 | ||||||||||||||||||||||||||||||||
11,300 | | 33.19 | 3/5/2016 | |||||||||||||||||||||||||||||||||
9,019 | | 53.49 | 3/5/2020 | |||||||||||||||||||||||||||||||||
Kenneth Napolitano
|
5,600 | 37.46 | 2/2/2014 | 7,541 | 392,962 | 133,350 | 133,350 | |||||||||||||||||||||||||||||
5,000 | 45.47 | 3/8/2012 | ||||||||||||||||||||||||||||||||||
3,790 | 57.99 | 3/7/2014 | ||||||||||||||||||||||||||||||||||
3,690 | 1,845 | 53.09 | 3/10/2015 | |||||||||||||||||||||||||||||||||
4,135 | 8,270 | 33.19 | 3/5/2016 | |||||||||||||||||||||||||||||||||
10,105 | 53.49 | 3/5/2020 |
(c) | Vesting Schedule for Unexercisable Options (options vest on the applicable anniversary of the grant date.) |
128
Vesting Schedule (#s) | ||||||||||||||||
Name
|
Grant Date | Expiration Date | 2011 | 2012 | 2013 | |||||||||||
Gretchen W. McClain
|
3/10/2008 | 3/10/2015 | 16,670 | |||||||||||||
3/5/2009 | 3/5/2016 | 30,130 | ||||||||||||||
3/5/2010 | 3/5/2020 | 24,049 | ||||||||||||||
Michael T. Speetzen
|
3/5/2009 | 3/5/2016 | 3,308 | 3,308 | ||||||||||||
3/5/2010 | 3/5/2020 | 2,379 | 2,378 | 2,378 | ||||||||||||
Frank R. Jimenez
|
6/9/2009 | 6/9/2016 | 5,512 | 5,511 | ||||||||||||
3/5/2010 | 3/5/2020 | 3,964 | 3,963 | 3,963 | ||||||||||||
Angela A. Buonocore
|
3/10/2008 | 3/10/2015 | 2,768 | |||||||||||||
3/5/2009 | 3/5/2016 | 11,300 | ||||||||||||||
3/5/2010 | 3/5/2020 | 9,019 | ||||||||||||||
Kenneth Napolitano
|
3/10/2008 | 3/10/2015 | 1,845 | |||||||||||||
3/5/2009 | 3/5/2016 | 4,135 | 4,135 | |||||||||||||
3/5/2010 | 3/5/2020 | 3,369 | 3,368 | 3,368 |
(g) | Vesting Schedule for Restricted Stock (restricted stock vests on the applicable anniversary of the grant date.) |
Vesting Schedule (#) | ||||||||||||||||||||||
Name
|
Grant Date | 2011 | 2012 | 2013 | 2014 | 2015 | ||||||||||||||||
Gretchen W. McClain
|
3/10/2008 | 4,728 | ||||||||||||||||||||
3/5/2009 | 9,499 | |||||||||||||||||||||
3/5/2009 | 52,770 | |||||||||||||||||||||
3/5/2010 | 7,503 | |||||||||||||||||||||
Michael T. Speetzen
|
3/5/2009 | 2,639 | ||||||||||||||||||||
3/5/2010 | 2,084 | |||||||||||||||||||||
3/5/2010 | 2,400 | 5,600 | ||||||||||||||||||||
Frank R. Jimenez
|
6/9/2009 | 3,637 | ||||||||||||||||||||
3/5/2010 | 3,474 | |||||||||||||||||||||
Angela A. Buonocore
|
3/7/2007 | 4,000 | ||||||||||||||||||||
3/10/2008 | 1,934 | |||||||||||||||||||||
3/5/2009 | 3,562 | |||||||||||||||||||||
3/5/2010 | 2,814 | |||||||||||||||||||||
Kenneth Napolitano
|
3/10/2008 | 1,290 | ||||||||||||||||||||
3/5/2009 | 3,298 | |||||||||||||||||||||
3/5/2010 | 2,593 |
(h) | Reflects ITTs closing stock price of $52.11 on December 31, 2010. |
(i)(j) | Awards are typically expressed as target cash awards and payment, if any, is in cash following the end of the performance cycle. Column (i) represents the number of units at threshold levels (50% of target) based on ITTs stock price performance at year-end and column (j) represents the market or payout value of such units (each unit = $1). See Compensation Discussion and Analysis Long-Term Incentive Awards Program Total Shareholder Return (TSR) Awards Subcomponent for material terms of ITTs TSR grants. |
129
Target Award in |
Vesting Schedule | |||||||||||||
Equity Incentive Plan Awards
|
Approval Date(1) | Units (#) | 2011 | 2012 | ||||||||||
Gretchen W. McClain
|
3/5/2009 | 360,000 | 360,000 | |||||||||||
3/5/2010 | 360,000 | 360,000 | ||||||||||||
Michael T. Speetzen
|
3/5/2009 | 100,000 | 100,000 | |||||||||||
3/5/2010 | 100,000 | 100,000 | ||||||||||||
Frank R. Jimenez(2)
|
6/9/2009 | 166,700 | 166,700 | |||||||||||
3/5/2010 | 166,700 | 166,700 | ||||||||||||
Angela A. Buonocore
|
3/5/2009 | 135,000 | 135,000 | |||||||||||
3/5/2010 | 135,000 | 135,000 | ||||||||||||
Kenneth Napolitano
|
3/5/2009 | 125,000 | 125,000 | |||||||||||
3/5/2010 | 141,700 | 141,700 |
(1) | For purposes of the TSR, the grant date is January 1, the first day of the performance period for the year in which the award is approved. | |
(2) | Mr. Jimenez joined ITT on June 8, 2009. His target TSR award was granted effective on the next business day. |
Option Exercises & Stock Vested | ||||||||||||||||
Option Awards | Stock Awards | |||||||||||||||
Number of Shares |
Value Realized on |
Number of Shares |
Value Realized on |
|||||||||||||
Acquired on Exercise |
Exercise |
Acquired on Vesting |
Vesting |
|||||||||||||
Name |
(#) |
($) |
(#) |
($)(1) |
||||||||||||
(a)
|
(b) | (c) | (d) | (e) | ||||||||||||
Gretchen W. McClain
|
| | 3,671 | 195,150 | ||||||||||||
Michael T. Speetzen
|
| | | | ||||||||||||
Frank R. Jimenez
|
| | | | ||||||||||||
Angela A. Buonocore
|
| | 8,332 | 445,679 | ||||||||||||
Kenneth Napolitano
|
| | 918 | 49,104 |
(1) | Reflects aggregate dollar value upon vesting of restricted stock reflected in column (d). | |
(e) | With respect to all NEOs, the amount in column (e) does not include payment for the 2008-2010 TSR award, which vested on December 31, 2010, as ITTs relative share price appreciation did not meet the minimum threshold requirement for a payment. |
130
| 2% of his or her average final compensation (as described below) for each of the first 25 years of benefit service, plus | |
| 11/2% of his or her average final compensation for each of the next 15 years of benefit service, reduced by | |
| 11/4% of his or her primary Social Security benefit for each year of benefit service up to a maximum of 40 years. |
| 11/2% of his or her average final compensation (as defined below) for each year of benefit service up to 40 years, reduced by | |
| 11/4% of his or her primary Social Security benefit for each year of benefit service up to a maximum of 40 years. |
| the participants average annual base salary for the five calendar years of the last 120 consecutive calendar months of eligibility service that would result in the highest average annual base salary amount, plus | |
| the participants average annual pension eligible compensation, not including base salary, for the five calendar years of the participants last 120 consecutive calendar months of eligibility service that would result in the highest average annual compensation amount. |
131
132
Present Value of |
Present Value of |
|||||||||||||||||
Accumulated |
Accumulated |
|||||||||||||||||
Benefit at |
Benefit at |
|||||||||||||||||
Number of |
Normal |
Earliest Date for |
Payments |
|||||||||||||||
Years Credited |
Retirement |
Unreduced |
During Last |
|||||||||||||||
Service (#) |
($)(1) |
Benefit |
Fiscal Year ($) |
|||||||||||||||
Name(a)
|
Plan Name(b) | (c) | (d) | (e) | (f) | |||||||||||||
Gretchen W. McClain
|
ITT Salaried Retirement Plan | 5.29 | 72,062 | 72,062 | | |||||||||||||
ITT Excess Pension Plan | 5.29 | 193,588 | 193,588 | | ||||||||||||||
Michael T. Speetzen
|
ITT Salaried Retirement Plan | 2.0 | 17,205 | 17,205 | | |||||||||||||
ITT Excess Pension Plan | 2.0 | 13,562 | 13,562 | | ||||||||||||||
Frank R. Jimenez
|
ITT Salaried Retirement Plan | 1.56 | 17,912 | 17,912 | | |||||||||||||
ITT Excess Pension Plan | 1.56 | 29,666 | 29,666 | | ||||||||||||||
Angela A. Buonocore
|
ITT Salaried Retirement Plan | 3.83 | 70,464 | 70,464 | | |||||||||||||
ITT Excess Pension Plan | 3.83 | 113,340 | 113,340 | | ||||||||||||||
Kenneth Napolitano
|
ITT Salaried Retirement Plan | 26.25 | 433,689 | 698,064 | | |||||||||||||
ITT Excess Pension Plan | 12.08 | 182,557 | 282,670 | |
(1) | Assumptions used to determine present value as of December 31, 2010 are as follows: | |
Measurement date: December 31, 2010; Discount Rate: 5.75%; Mortality (pre-commencement): None; Mortality (post-commencement): UP-94 Mortality Table; Termination of Employment: Age 65 for all participants; Present value is based on the single life annuity payable beginning on the first day of the month at normal retirement age 65 (column (d)) or the earliest time at which a participant may retire under the plan without any benefit reduction due to age (column (e)). The six-month delay under the Pension Plan for specified employees as required under Section 409A of the Internal Revenue Code was disregarded for this purpose. All results shown are estimates only; actual benefits will be based on precise credited service and compensation history, which will be determined at termination of employment. | ||
The 2010 row of the column titled Change in Pension Plan Value & Nonqualified Deferred Compensation Earnings in the Summary Compensation Table quantifies the change in the present value of the Pension Plan benefit from December 31, 2009 to December 31, 2010. To determine the present value of the plan benefit as of December 31, 2009, the same assumptions that are described above to determine present value as of December 31, 2010 were used, except a 5.75% interest rate was used to determine the present value, as compared to a 6.00% interest rate as of December 31, 2009. | ||
(c) | Mr. Napolitano became a participant in the ITT Salaried Retirement Plan as of December 1, 1998 following the ITT acquisition of Goulds Pump Inc. Mr. Napolitanos services are calculated under the Goulds Retirement Plan provisions and such services are treated as a former benefit plan under the ITT Salaried Retirement Plan. Accordingly, the years of credited service for Mr. Napolitano include 14.17 years of service accrued as an employee of Goulds, which reflects breaks in service from his original hire date. The Goulds plan did not provide benefits in excess of the IRS limits. | |
(d) | The accumulated benefit is based on service and earnings (base salary and bonus and/or AIP payment) considered by the plans for the period through December 31, 2010, and represents the actuarial present value under ASC Topic 715 of pension earned to date and payable at the assumed normal retirement age for the named executives as defined under each plan, based upon actuarial factors and assumptions used in Note 13 to the Combined Financial Statements in this Information Statement and as described in (1) above, regardless of whether or not the executive has vested in this benefit. | |
(e) | The amounts represent the actuarial present value of the accumulated benefit at December 31, 2010, for the named executives under each plan based upon actuarial factors and assumptions used in Note 13 to the Combined Financial Statements in this Information Statement and as described in (1) above, where the retirement age is assumed to be the earliest age at which the individual can receive undiscounted early retirement benefits. |
133
134
2010 Nonqualified Deferred Compensation | ||||||||||||||||||||
Executive |
Registrant |
Aggregate |
Aggregate |
Aggregate |
||||||||||||||||
Contributions |
Contributions |
Earnings in |
Withdrawals/ |
Balance at Last |
||||||||||||||||
Name |
in Last FY ($) |
in Last FY ($) |
Last FY ($) |
Distributions ($) |
FYE ($) |
|||||||||||||||
(a)
|
(b) | (c) | (d) | (e) | (f) | |||||||||||||||
Gretchen W. McClain
|
||||||||||||||||||||
Non-qualified savings
|
16,956 | 10,011 | 2,498 | | 100,417 | |||||||||||||||
Deferred Compensation
|
229,145 | | 23,976 | | 612,990 | |||||||||||||||
Total
|
246,101 | 10,011 | 26,474 | | 713,407 | |||||||||||||||
Michael T. Speetzen
|
| |||||||||||||||||||
Non-qualified savings
|
2,254 | 1,315 | 21 | | 3,913 | |||||||||||||||
Deferred Compensation
|
| | 2,948 | | 72,397 | |||||||||||||||
Total
|
2,254 | 1,315 | 2,969 | | 76,310 | |||||||||||||||
Frank R. Jimenez
|
| |||||||||||||||||||
Non-qualified savings
|
10,027 | 5,849 | 105 | | 15,981 | |||||||||||||||
Deferred Compensation
|
| | | | | |||||||||||||||
Total
|
10,027 | 5,849 | 105 | | 15,981 | |||||||||||||||
Angela A. Buonocore
|
| |||||||||||||||||||
Non-qualified savings
|
5,585 | 3,258 | 598 | | 26,905 | |||||||||||||||
Deferred Compensation
|
283,478 | | 51,000 | | 1,221,131 | |||||||||||||||
Total
|
289,063 | 3,258 | 51,598 | | 1,248,036 | |||||||||||||||
Kenneth Napolitano Non-qualified savings | 3,882 | 2,264 | 23 | | 6,169 | |||||||||||||||
Deferred Compensation
|
| | | | | |||||||||||||||
Total
|
3,882 | 2,264 | 23 | | 6,169 |
(b) | Non-qualified savings amounts for Executive Contributions in Last Fiscal Year are included in the Salary column of the Summary Compensation Table and deferred compensation amounts for Ms. McClain and Ms. Buonocore represent the deferred portion of the 2010 AIP, which amounts were credited to the executives accounts in 2011, and are included in the Non-Equity Incentive Plan Compensation column of the Summary Compensation Table. | |
(c) | The amounts in column (c) for non-qualified savings are also reflected in column (g) of the All Other Compensation Table as Excess Savings Plan Contributions and included in the Summary Compensation Table. | |
(f) | With respect to Ms. McClain, includes $446,178 in executive and registrant contributions to the ITT Deferred Compensation Plan and the ITT Excess Savings Plan that were reported as compensation in the Summary Compensation Table in ITTs previously filed proxy statements. For Messrs. Speetzen, Jimenez and Napolitano and Ms. Buonocore, amounts in column (f) do not include any amounts reported in previous Summary Compensation Tables. |
135
Rate of |
Rate of |
|||||||||
Return |
Return |
|||||||||
1/1/10 |
1/1/10 |
|||||||||
Name of Fund
|
12/31/10 |
Name of Fund
|
12/31/10 | |||||||
Fixed Rate Option(1)
|
5.80 | % | Vanguard Developed Markets Index (VDMIX) | 8.54 | % | |||||
PIMCO Total Return Institutional (PTTRX)
|
8.86 | % | Artio International Equity A (BJBIX) | 8.52 | % | |||||
PIMCO Real Return Institutional (PRRIX)
|
7.68 | % | American Funds EuroPacific Growth (REREX) | 9.39 | % | |||||
T Rowe Price High Yield (PRHYX)
|
14.40 | % | First Eagle Overseas A (SGOVX) | 19.24 | % | |||||
Dodge & Cox Stock (DODGX)
|
13.49 | % | Lazard Emerging Markets Equity Open (LZOEX) | 22.43 | % | |||||
Vanguard 500 Index (VFINX)
|
14.91 | % | AIM Global Real Estate (AGREX) | 16.97 | % | |||||
American Funds Growth Fund of America R4 (RGAEX)
|
12.29 |
% |
Model Portfolio* Conservative |
8.11 |
% | |||||
Perkins Mid Cap Value (JMCVX)
|
14.81 | % | Model Portfolio* Moderate Conservative | 10.51 | % | |||||
Artisan Mid Cap (ARTMX)
|
31.57 | % | Model Portfolio* Moderate | 12.43 | % | |||||
American Century Small Cap Value (ASVIX)
|
24.15 | % | Model Portfolio* Moderate Aggressive | 13.45 | % | |||||
Perimeter Small Cap Growth (PSCGX)
|
25.14 | % | Model Portfolio* Aggressive | 14.70 | % | |||||
Harbor International (HIINX)
|
11.57 | % | ITT Corporation Stock Fund (ITT) | 6.97 | % | |||||
Vanguard Total Bond Market Index (VBMFX)
|
6.42 | % |
(1) | The Fixed Rate Option 5.80% rate is based on guaranteed contractual returns from the insurance ITT provider. | |
* | The returns shown in the model portfolio are not subsidized by ITT, but represent returns for a managed portfolio based on funds available to deferred compensation participants. |
136
| Accrued salary and vacation pay; | |
| Regular pension benefits under the ITT Salaried Retirement Plan; | |
| Health care benefits provided to retirees under the ITT Salaried Retirement Plan, including retiree medical and dental insurance. Employees who terminate prior to retirement are eligible for continued benefits under COBRA; and | |
| Distributions of plan balances under the ITT Salaried Investment and Savings Plan and amounts currently vested under the ITT Excess Savings Plan. |
| any accrued but unpaid base salary, bonus (AIP payment), unreimbursed expenses and employee benefits, including vacation; | |
| two or three times the highest annual base salary rate during the three fiscal years immediately preceding the date of termination and two or three times the highest AIP payment paid or awarded in the three years preceding an acceleration event or termination; | |
| continuation of health and life insurance benefits and certain perquisites at the same levels for two or three years; |
137
| a lump-sum payment equal to the difference between the total lump-sum value of his or her pension benefit under ITTs pension plans, or any successor pension plans (provided such plans are no less favorable to the executive than the ITT pension plans), and the total lump-sum value of his or her pension benefit under the pension plans after crediting an additional two or three years of age and eligibility and benefit service using the highest annual base salary rate and bonus for purposes of determining final average compensation under the pension plans; | |
| credit for an additional two or three years of age and two or three years of eligibility service under the retiree health and retiree life insurance benefits; | |
| a lump-sum payment equal to two or three times the highest annual base salary rate during the three years preceding termination or an acceleration event times the highest percentage rate of ITTs contributions to the ITT Salaried Investment and Savings Plan and the ITT Excess Savings Plan, such payment not to exceed 3.5% per year; and | |
| tax gross-up for excise taxes imposed on the covered employee; and | |
| one year of outplacement. |
138
| the 2011 Omnibus Incentive Plan; | |
| the 2003 Equity Incentive Plan; | |
| the 1994 Incentive Stock Plan; | |
| the 1996 Restricted Stock Plan for Non-Employee Directors; | |
| the 1997 Annual Incentive Plan for Executive Officers; | |
| the 1997 Annual Incentive Plan; | |
| the 1997 Long-Term Incentive Plan; | |
| the Special Senior Executive Severance Pay Plan; | |
| the Enhanced Severance Pay Plan; | |
| the Deferred Compensation Plan; | |
| the Excess Savings Plan; | |
| the Excess Pension Plans; and | |
| the Salaried Retirement Plan. |
139
Termination not |
||||||||||||||||||||||||
for Cause or |
||||||||||||||||||||||||
Gretchen W. McClain |
With Good |
|||||||||||||||||||||||
Termination for |
Termination |
Reason After |
||||||||||||||||||||||
Resignation |
Cause |
Death |
Disability |
not for |
Change of Control |
|||||||||||||||||||
$ |
$ |
$ |
$ |
Cause $ |
$ |
|||||||||||||||||||
(a) | (b) | (c) | (d) | (e) | (f) | |||||||||||||||||||
Cash Severance(1)
|
||||||||||||||||||||||||
Salary
|
| | | | 618,333 | 1,590,000 | ||||||||||||||||||
AIP
|
| | | | | 1,606,800 | ||||||||||||||||||
Total
|
| | | | 618,333 | 3,196,800 | ||||||||||||||||||
Unvested Non-Equity Units(2)
|
||||||||||||||||||||||||
2009 11 TSR Award
|
| | | | | 120,000 | ||||||||||||||||||
2010 12 TSR Award
|
| | | | | 240,000 | ||||||||||||||||||
Total
|
| | | | 360,000 | |||||||||||||||||||
Unvested Equity Awards(3)
|
||||||||||||||||||||||||
3/10/08 Stock Option
|
| | | | | | ||||||||||||||||||
3/10/08 Restricted Stock
|
| | 246,376 | 246,376 | 246,376 | 246,376 | ||||||||||||||||||
3/5/09 Stock Option
|
| | 570,060 | 570,060 | | 570,060 | ||||||||||||||||||
3/5/09 Restricted Stock
|
| | 3,244,838 | 3,244,838 | 2,085,319 | 3,244,838 | ||||||||||||||||||
3/5/10 Stock Option
|
| | | | | | ||||||||||||||||||
3/5/10 Restricted Stock
|
| | 390,981 | 390,981 | 249,794 | 390,981 | ||||||||||||||||||
Total
|
| | 4,452,255 | 4,452,255 | 2,581,489 | 4,452,255 | ||||||||||||||||||
Non-Qualified Retirement Benefits
|
||||||||||||||||||||||||
ITT Excess Pension Plan(4)
|
193,588 | 193,588 | 105,312 | | 193,588 | 1,057,111 | ||||||||||||||||||
ITT Excess Savings Plan(5)
|
| | | | | 55,650 | ||||||||||||||||||
Total
|
193,588 | 193,588 | 105,312 | | 193,588 | 1,112,761 | ||||||||||||||||||
Other Benefits
|
||||||||||||||||||||||||
Outplacement(6)
|
| | | | 75,000 | 75,000 | ||||||||||||||||||
Health & Welfare(7)
|
| | | | 3,465 | 8,910 | ||||||||||||||||||
IRC 280(g) Tax
Gross-Up(8)
|
| | | | | 2,747,791 | ||||||||||||||||||
Total
|
| | | | 78,465 | 2,831,701 | ||||||||||||||||||
Total
|
193,588 | 193,588 | 4,557,567 | 4,452,255 | 3,471,875 | 11,953,517 |
(1) | Ms. McClain is covered under ITTs Senior Executive Severance Pay Plan. Under that plan, described in Compensation Discussion and Analysis Post-Employment Compensation Severance Plan Arrangements, ITT will pay a severance benefit equal to 14 months of base salary if terminated other than for cause unless termination occurs after the normal retirement date. In the event of a change of control, Ms. McClain is covered under ITTs Special Senior Executive Severance Pay Plan, described in Compensation Discussion and Analysis Post-Employment Compensation Severance Plan Arrangements and, under the terms of the plan, would be paid a lump sum payment equal to the sum of three times her highest annual salary and three times the highest AIP award paid in the three years preceding a change of control. Further information regarding Ms. McClains post employment compensation is provided in the Non-Qualified Deferred Compensation and Pension Tables above. | |
(2) | Based on total shareholder return performance through December 31, 2010, outstanding TSR awards would not earn a payout. Should Ms. McClain resign or be terminated for cause, she would receive no TSR payment. In the event of death or disability, she would receive payment, if any, for outstanding TSR awards and in the event of termination without cause she would receive payment, if any, based on a pro-rata portion of the outstanding TSR awards as of the termination date, based on ITTs performance during the three-year period, in accordance with Section 409A. TSR awards provide that in the event of a change |
140
of control, a pro-rata portion of outstanding awards will be paid through the date of the change of control based on actual performance and the balance of the award will be paid at target (100%). | ||
(3) | Equity awards vest according to the terms described in Compensation Discussion and Analysis Long-Term Incentive Awards Program. Unvested equity awards reflect the market value of restricted stock and in-the-money value of options based on ITTs December 31, 2010 closing stock price of $52.11. | |
(4) | Column (a) and column (b) amounts reflect the present value of the annual vested benefit payable under the ITT Excess Pension Plan, as of December 31, 2010 assuming a retirement at age 65. Column (c) provides the value of the benefit payable to Ms. McClains beneficiary upon death. Column (d) is inapplicable because disability would not affect retirement benefits. Column (e) provides the present value of the benefit payable by ITT after imputing 24 months of eligibility service in the determination of the benefit. Column (f) provides the lump sum payable by ITT in accordance with the Special Senior Executive Severance Pay Plan in the event of a change of control. | |
(5) | No additional ITT Excess Savings Plan payments are made in the event of voluntary or involuntary termination, or termination for cause. In the case of death or disability, to the extent not already vested, the participant becomes 100% vested in the ITT match. Ms. McClain was fully vested in the ITT match as of December 31, 2010. Column (f) reflects the additional cash payment representing ITT contributions, which would be made following a change of control as described in the Special Senior Executive Severance Pay Plan in Compensation Discussion and Analysis Post-Employment Compensation Severance Plan Arrangements. | |
(6) | ITTs Senior Executive Severance Pay Plan includes one year of outplacement services. Amounts shown in columns (e) and (f) are based on a current competitive bid. | |
(7) | In the event of termination not for cause, ITT will pay the companys portion of medical and life insurance premiums for fourteen months ( $2,352 and $1,113 respectively) and in the event of a change of control, ITT will pay medical and life insurance premiums for three years ($6,048 and $2,862 respectively). | |
(8) | Amounts in column (f) assume termination occurs immediately upon a change of control based on ITTs December 31, 2010 closing stock price of $52.11. |
141
Termination |
||||||||||||||||||||||||
not for Cause |
||||||||||||||||||||||||
or with Good |
||||||||||||||||||||||||
Michael Speetzen |
Reason |
|||||||||||||||||||||||
Termination |
Termination |
After Change |
||||||||||||||||||||||
Resignation |
For Cause |
Death |
Disability |
Not For Cause |
of Control |
|||||||||||||||||||
$(a) | $(b) | $(c) | $(c) | $(e) | $(f) | |||||||||||||||||||
Cash Severance
|
||||||||||||||||||||||||
Salary(1)
|
| | | | 156,000 | 624,000 | ||||||||||||||||||
Bonus(1)
|
| | | | | 410,860 | ||||||||||||||||||
Total
|
| | | | 156,000 | 1,034,860 | ||||||||||||||||||
Unvested Non-Equity Awards(2)
|
||||||||||||||||||||||||
2009 11 TSR Award
|
| | | | | 33,333 | ||||||||||||||||||
2010 12 TSR Award
|
| | | | | 66,667 | ||||||||||||||||||
Total
|
| | | | | 100,000 | ||||||||||||||||||
Unvested Equity Awards(3)
|
||||||||||||||||||||||||
3/5/09 Stock Option
|
| | 125,175 | 125,175 | 62,587 | 125,175 | ||||||||||||||||||
3/5/09 Restricted Stock
|
| | 137,518 | 137,518 | 103,139 | 137,518 | ||||||||||||||||||
3/5/10 Stock Option
|
| | | | | | ||||||||||||||||||
3/5/10 Restricted Stock
|
| | 525,477 | 525,477 | 218,949 | 525,477 | ||||||||||||||||||
Total
|
| | 788,170 | 788,170 | 384,675 | 788,170 | ||||||||||||||||||
Non-Qualified Retirement Benefits
|
||||||||||||||||||||||||
ITT Excess Pension Plan(4)
|
| | | | | 166,471 | ||||||||||||||||||
ITT Excess Savings Plan(5)
|
| | 977 | 977 | | 21,678 | ||||||||||||||||||
Total
|
| | 977 | 977 | | 188,149 | ||||||||||||||||||
Other Benefits
|
||||||||||||||||||||||||
Outplacement(6)
|
| | | | | 75,000 | ||||||||||||||||||
Health & Welfare(7)
|
| | | | 3,715 | 12,736 | ||||||||||||||||||
IRC 280(g) Tax
Gross-Up(8)
|
| | | | | | ||||||||||||||||||
Total
|
| | | | 3,715 | 87,736 | ||||||||||||||||||
Total
|
| | 789,147 | 789,147 | 544,390 | 2,198,916 |
(1) | Mr. Speetzen is covered under the ITT Severance Pay Policy. Under that policy, described in Compensation Discussion and Analysis Post-Employment Compensation Severance Plan Arrangements, ITT will pay a severance benefit equal to 26 weeks of base salary if terminated other than for cause unless termination occurs after the normal retirement date. In the event of a change of control, Mr. Speetzen is covered under ITTs Special Senior Executive Severance Pay Plan, described in Compensation Discussion and Analysis Post-Employment Compensation Severance Plan Arrangements and, under the terms of the plan, would be paid a lump sum payment equal to the sum of two times his highest annual salary and two times the highest AIP award paid in the three years preceding a change of control. Further information regarding Mr. Speetzens post employment compensation is provided in the Non-Qualified Deferred Compensation and Pension Tables above. | |
(2) | Based on total shareholder return performance through December 31, 2010, outstanding TSR awards for the 2009-11 and the 2010-12 performance periods would not earn a payout. Should Mr. Speetzen resign or be terminated for cause, he would receive no TSR payment. In the event of death or disability, he would receive payment, if any, for outstanding TSR awards and in the event of termination without cause he would receive payment, if any, based on a pro-rata portion of the outstanding TSR awards as of the termination date, based on ITTs performance during the three-year period, in accordance with Section 409A. TSR awards provide that in the event of a change of control, a pro-rata portion of outstanding awards will be paid through the date of the change of control based on actual performance and the balance of the award will be paid at target (100%). |
142
(3) | Equity awards vest according to the terms described in Compensation Discussion and Analysis Long-Term Incentive Awards Program. Unvested equity awards reflect the market value of restricted stock and in-the-money value of options based on ITTs December 31, 2010 closing stock price of $52.11. | |
(4) | Mr. Speetzen has not yet accrued a vested pension benefit. Column (f) provides the lump sum payable by ITT in accordance with the Special Senior Executive Severance Pay Plan in the event of a change of control. | |
(5) | No additional ITT Excess Savings Plan payments are made in the event of voluntary or involuntary termination, or termination for cause. In the case of death or disability, the participant becomes 100% vested in the ITT match. Column (f) reflects the additional cash payment representing ITT contributions, which would be made following a change of control as described in the Special Senior Executive Severance Pay Plan in Compensation Discussion and Analysis Post-Employment Compensation Severance Plan Arrangements. | |
(6) | The Severance Policy includes outplacement services. Amounts shown in columns (f) are based on a current competitive bid. | |
(7) | In the event of termination not for cause, ITT will pay the companys portion of medical and life insurance premiums ($3,388 and $327, respectively) for seven months and in the event of a change of control, ITT will pay medical life insurance premiums ($11,616 and $1,120, respectively) for two years. | |
(8) | Amounts in column (f) assume termination occurs immediately upon a change of control based on ITTs December 31, 2010 closing stock price of $52.11. |
143
Termination |
||||||||||||||||||||||||
not for Cause |
||||||||||||||||||||||||
Frank R. Jimenez |
or with Good |
|||||||||||||||||||||||
Termination |
Reason After |
|||||||||||||||||||||||
Termination |
not for |
Change of |
||||||||||||||||||||||
Resignation |
for Cause |
Death |
Disability |
Cause |
Control |
|||||||||||||||||||
$ |
$ |
$ |
$ |
$ |
$ |
|||||||||||||||||||
(a) | (b) | (c) | (d) | (e) | (f) | |||||||||||||||||||
Cash Severance(1)
|
||||||||||||||||||||||||
Salary
|
| | | | 415,000 | 830,000 | ||||||||||||||||||
AIP
|
| | | | | 624,000 | ||||||||||||||||||
Total
|
| | | | 415,000 | 1,454,000 | ||||||||||||||||||
Unvested Non-Equity Units(2)
|
||||||||||||||||||||||||
2009 11 TSR Award
|
| | | | | 55,567 | ||||||||||||||||||
2010 12 TSR Award
|
| | | | | 111,133 | ||||||||||||||||||
Total
|
| | | | | 166,700 | ||||||||||||||||||
Unvested Equity Awards(3)
|
||||||||||||||||||||||||
6/9/09 Stock Option
|
| | 69,445 | 69,445 | 34,722 | 69,445 | ||||||||||||||||||
6/9/09 Restricted Stock
|
| | 189,524 | 189,524 | 157,937 | 189,524 | ||||||||||||||||||
3/5/10 Stock Options
|
| | | | | | ||||||||||||||||||
3/5/10 Restricted Stock
|
| | 181,030 | 181,030 | 105,601 | 181,030 | ||||||||||||||||||
Total
|
439,999 | 439,999 | 298,260 | 439,999 | ||||||||||||||||||||
Non-Qualified Retirement Benefits
|
||||||||||||||||||||||||
ITT Excess Pension Plan(4)
|
| | 463,661 | |||||||||||||||||||||
ITT Excess Savings Plan(5)
|
| | 4,037 | 4,037 | 29,050 | |||||||||||||||||||
Total
|
4,037 | 4,037 | | 492,711 | ||||||||||||||||||||
Other Benefits
|
||||||||||||||||||||||||
Outplacement(6)
|
| | | | 75,000 | 75,000 | ||||||||||||||||||
Health & Welfare(7)
|
| | | | 1,821 | 3,642 | ||||||||||||||||||
IRC 280(g) Tax
Gross-Up(8)
|
| | | | | | ||||||||||||||||||
Total
|
| | | | 76,821 | 78,642 | ||||||||||||||||||
Total
|
| | 444,036 | 444,036 | 790,081 | 2,632,052 |
(1) | Mr. Jimenez is covered under the Senior Executive Severance Pay Plan. Under that plan, ITT will pay a severance benefit equal to 12 months of base salary if terminated other than for cause unless termination occurs after the normal retirement date. In the event of a change of control, Mr. Jimenez is covered under ITTs Special Senior Executive Severance Pay Plan, described in Compensation Discussion and Analysis Severance Plan Arrangements Special Senior Executive Severance Pay Plan and, under the terms of the plan, would be paid a lump sum payment equal to two times his current salary plus two times the highest AIP award paid in the three years prior to a change of control. Further information regarding Mr. Jimenezs post employment compensation is provided in the Non-Qualified Deferred Compensation and Pension Tables above. | |
(2) | Based on total shareholder return performance through December 31, 2010, outstanding TSR awards for the 2009-11 and 2010-12 performance periods would not earn a payment. Should Mr. Jimenez resign or be terminated for cause, he would receive no TSR payment. In the event of death or disability, he would receive payment, if any, for outstanding TSR awards and in the event of termination without cause he would receive payment, if any, based on a pro-rata portion of the outstanding TSR awards as of the termination date, based on ITTs performance during the three-year period, in accordance with Section 409A. The TSR awards, in the event of a change of control, provide that a pro-rata portion of outstanding awards will be paid through the date of the change of control based on actual performance and the balance of the award will be paid at target (100%). |
144
(3) | Equity awards vest according to the terms described in Compensation Discussion and Analysis Long-Term Incentive Awards Program. Unvested equity awards reflect the market value of restricted stock and in-the-money value of options based on ITTs December 31, 2010 closing stock price of $52.11. | |
(4) | Mr. Jimenez has not yet accrued a vested pension benefit. Column (f) provides the lump sum payable by ITT in accordance with the Special Senior Executive Severance Pay Plan in the event of a change of control. | |
(5) | No additional ITT Excess Savings Plan payments are made in the event of voluntary or involuntary termination, or termination for cause. In the case of death or disability, the participant becomes 100% vested in the ITT match. Amounts in column (f) reflect the additional cash payment representing ITT contributions, which would be made following a change of control as described in the Special Senior Executive Severance Pay Plan in Compensation Discussion and Analysis Severance Plan Arrangements Special Senior Executive Severance Pay Plan. | |
(6) | ITTs Senior Executive Severance Pay Plan includes one year of outplacement services. Amounts shown in columns (e) and (f) are based on a current competitive bid. | |
(7) | In the event of termination not for cause, ITT will pay the companys portion of medical and life insurance premiums for one year ($1,074 and $747 respectively) and in the event of a change of control, ITT will pay medical and life insurance premiums for two years ($2,148 and $1,494 respectively). | |
(8) | Amounts in column (f) assume termination occurs immediately upon a change of control based on ITTs December 31, 2010 closing stock price of $52.11. |
145
Termination |
||||||||||||||||||||||||
not for Cause |
||||||||||||||||||||||||
Angela Buonocore |
or with Good |
|||||||||||||||||||||||
Termination |
Reason After |
|||||||||||||||||||||||
Termination |
not for |
Change of |
||||||||||||||||||||||
Resignation |
for Cause |
Death |
Disability |
Cause |
Control |
|||||||||||||||||||
$ |
$ |
$ |
$ |
$ |
$ |
|||||||||||||||||||
(a) | (b) | (c) | (d) | (e) | (f) | |||||||||||||||||||
Cash Severance
|
||||||||||||||||||||||||
Salary(1)
|
| | | | 340,000 | 1,020,000 | ||||||||||||||||||
Bonus(1)
|
| | | | | 1,155,000 | ||||||||||||||||||
Total
|
| | | | 340,000 | 2,175,000 | ||||||||||||||||||
Unvested Non-Equity Awards (2)
|
| | | | ||||||||||||||||||||
2009 11 TSR Award
|
| | | | | 45,000 | ||||||||||||||||||
2010 12 TSR Award
|
| | | | | 90,000 | ||||||||||||||||||
Total
|
| | | | | 135,000 | ||||||||||||||||||
Unvested Equity Awards (3)
|
||||||||||||||||||||||||
3/7/07 Restricted Stock
|
| | 208,440 | 208,440 | 208,440 | 208,440 | ||||||||||||||||||
3/10/08 Stock Option
|
| | | | | | ||||||||||||||||||
3/10/08 Restricted Stock
|
| | 100,781 | 100,781 | 100,781 | 100,781 | ||||||||||||||||||
3/5/09 Stock Options
|
| | 142,516 | 142,516 | 71,258 | 142,516 | ||||||||||||||||||
3/5/09 Restricted Stock
|
| | 185,616 | 185,616 | 170,148 | 185,616 | ||||||||||||||||||
3/5/10 Stock Option
|
| | | | | | ||||||||||||||||||
3/5/10 Restricted Stock
|
| | 146,638 | 146,638 | 85,539 | 146,638 | ||||||||||||||||||
Total
|
| | 783,991 | 783,991 | 636,166 | 783,991 | ||||||||||||||||||
Non-Qualified Retirement Benefits
|
||||||||||||||||||||||||
ITT Excess Pension Plan(4)
|
113,340 | 113,340 | 61,657 | | 113,340 | 630,762 | ||||||||||||||||||
ITT Excess Savings Plan(5)
|
| | 3,391 | 3,391 | | 23,800 | ||||||||||||||||||
Total
|
113,340 | 113,340 | 65,048 | 3,391 | 113,340 | 654,562 | ||||||||||||||||||
Other Benefits
|
||||||||||||||||||||||||
Outplacement(6)
|
| | | | | 75,000 | ||||||||||||||||||
Health & Welfare(7)
|
| | | | 2,564 | 7,692 | ||||||||||||||||||
IRC 280(g) Tax
Gross-Up(8)
|
| | | | | 1,493,206 | ||||||||||||||||||
Total
|
| | | | 2,564 | 1,575,898 | ||||||||||||||||||
Total
|
113,340 | 113,340 | 849,039 | 787,382 | 1,092,070 | 5,324,451 |
(1) | Ms. Buonocore is covered under the Senior Executive Severance Pay Plan. Under that plan, Ms. Buonocore will receive a severance benefit equal to 12 months base salary if terminated other than for cause unless termination occurs after the normal retirement date. In the event of a change of control, Ms. Buonocore is covered under ITTs Special Senior Executive Severance Pay Plan, described in Compensation Discussion and Analysis Severance Plan Arrangements Special Senior Executive Severance Pay Plan and, under the terms of the plan, would be paid a lump sum payment equal to the sum of three times her highest annual salary and three times the highest AIP award paid in the three years preceding a change of control. | |
(2) | Based on total shareholder return performance through December 31, 2010, outstanding TSR awards for the 2009-11 and 2010-12 performance periods would not earn a payout. Should Ms. Buonocore resign or be terminated for cause, she would receive no TSR payment. In the event of death or disability, she would receive payment, if any, for outstanding TSR awards and in the event of termination not for cause she would receive payment, if any, based on a pro-rata portion of the outstanding TSR awards as of the termination date, based on ITTs performance during the three-year period, in accordance with Section 409A. TSR awards provide that in the event of a change of control, a pro-rata portion of outstanding awards will |
146
be paid through the date of the change of control based on actual performance and the balance of the award will be paid at target (100%). | ||
(3) | Equity awards vest according to the terms described in Compensation Discussion and Analysis Long-Term Incentive Awards Program. Unvested equity awards reflect the market value of restricted stock and in-the-money value of options based on ITTs December 31, 2010 closing stock price of $52.11. | |
(4) | Column (a) and column (b) amounts reflect the present value of the annual vested benefit payable under the ITT Excess Pension Plan, as of December 31, 2010 assuming a retirement age at 65. Column (c) provides the value of the benefit payable to Ms. Buonocores beneficiary upon death. Column (d) is inapplicable because disability would not affect retirement benefits. Column (e) provides the present value of the benefit payable by ITT after imputing 24 months of eligibility service in the determination of the benefit. Column (f) provides the lump sum payable by ITT in accordance with the Special Senior Executive Severance Pay Plan in the event of a change of control. | |
(5) | No additional ITT Excess Savings Plan payments are made in the event of voluntary or involuntary termination, or termination for cause. In the case of death or disability, the participant becomes 100% vested in the ITT match. Column (f) reflects the additional cash payment representing ITT contributions, which would be made following a change of control as described in the Special Senior Executive Severance Pay Plan in Compensation Discussion and Analysis Severance Plan Arrangements Special Senior Executive Severance Pay Plan. | |
(6) | ITTs Senior Executive Severance Pay Plan includes one year of outplacement services. | |
(7) | In the event of termination not for cause, ITT will pay the companys portion of medical and life insurance premiums for one year ($1,950 and $614 respectively) and in the event of a change of control, ITT will pay medical and life insurance premiums for three years ($5,850 and $1,842 respectively). | |
(8) | Amounts in column (f) assume termination occurs immediately upon a change of control based on ITTs December 31, 2010 closing stock price of $52.11. |
147
Termination |
||||||||||||||||||||||||
not for Cause |
||||||||||||||||||||||||
Kenneth Napolitano |
or with Good |
|||||||||||||||||||||||
Termination |
Reason After |
|||||||||||||||||||||||
Termination |
not for |
Change of |
||||||||||||||||||||||
Resignation |
for Cause |
Death |
Disability |
Cause |
Control |
|||||||||||||||||||
$ |
$ |
$ |
$ |
$ |
$ |
|||||||||||||||||||
(a) | (b) | (c) | (d) | (e) | (f) | |||||||||||||||||||
Cash Severance
|
||||||||||||||||||||||||
Salary(1)
|
| | | | 312,000 | 624,000 | ||||||||||||||||||
Bonus(1)
|
| | | | | 528,000 | ||||||||||||||||||
Total
|
| | | | 312,000 | 1,152,000 | ||||||||||||||||||
Unvested Non-Equity Awards(2)
|
||||||||||||||||||||||||
2009 11 TSR Award
|
| | | | | 41,667 | ||||||||||||||||||
2010 12 TSR Award
|
| | | | | 94,467 | ||||||||||||||||||
Total
|
| | | | | 136,133 | ||||||||||||||||||
Unvested Equity Awards(3)
|
||||||||||||||||||||||||
3/10/08 Stock Option
|
| | | | | | ||||||||||||||||||
3/10/08 Restricted Stock
|
| | 67,222 | 67,222 | 67,222 | 67,222 | ||||||||||||||||||
3/5/09 Stock Options
|
| | 156,453 | 156,453 | 78,226 | 156,453 | ||||||||||||||||||
3/5/09 Restricted Stock
|
| | 171,859 | 171,859 | 157,537 | 171,859 | ||||||||||||||||||
3/5/10 Stock Option
|
| | | | | | ||||||||||||||||||
3/5/10 Restricted Stock
|
| | 153,881 | 153,881 | 89,764 | 153,881 | ||||||||||||||||||
Total
|
| | 549,414 | 549,414 | 392,749 | 549,414 | ||||||||||||||||||
Non-Qualified Retirement Benefits
|
||||||||||||||||||||||||
Non-Qualified Pension(4)
|
182,557 | 182,557 | 104,842 | | 182,557 | 945,080 | ||||||||||||||||||
Non-Qualified Savings Plan(5)
|
| | | 21,678 | ||||||||||||||||||||
Total
|
182,557 | 182,557 | 104,842 | | 182,557 | 966,758 | ||||||||||||||||||
Other Non-Qualified Benefits
|
||||||||||||||||||||||||
Outplacement(6)
|
| | | | | 75,000 | ||||||||||||||||||
Health & Welfare(7)
|
| | | | 4,300 | 8,600 | ||||||||||||||||||
IRC 280(g) Tax
Gross-Up(8)
|
| | | | | 930,484 | ||||||||||||||||||
Total
|
| | | | 4,300 | 1,014,084 | ||||||||||||||||||
Total
|
182,557 | 182,557 | 654,256 | 549,414 | 897,606 | 3,818,390 |
(1) | Mr. Napolitano is covered under the ITT Severance Pay Policy. Under that policy, described in Compensation Discussion and Analysis Post-Employment Compensation Severance Plan Arrangements, ITT will pay a severance benefit equal to 52 weeks of base salary if terminated other than for cause unless termination occurs after the normal retirement date. In the event of a change of control, Mr. Napolitano is covered under ITTs Special Senior Executive Severance Pay Plan, described in Compensation Discussion and Analysis Post-Employment Compensation Severance Plan Arrangements and, under the terms of the plan, would be paid a lump sum payment equal to the sum of two times his highest annual salary and two times the highest AIP award paid in the three years preceding a change of control. Further information regarding Mr. Napolitanos post employment compensation is provided in the Non-Qualified Deferred Compensation and Pension Tables above. | |
(2) | Based on total shareholder return performance through December 31, 2010, outstanding TSR awards for the 2009-11 and the 2010-12 performance periods would not earn a payout. Should Mr. Napolitano resign or be terminated for cause, he would receive no TSR payment. In the event of death or disability, he would receive payment, if any, for outstanding TSR awards and in the event of termination without cause he would receive payment, if any, based on a pro-rata portion of the outstanding TSR awards as of the termination date, based on ITTs performance during the three-year period, in accordance with Section 409A. TSR awards provide that in the event of a change of control, a pro-rata portion of outstanding awards will |
148
be paid through the date of the change of control based on actual performance and the balance of the award will be paid at target (100%). | ||
(3) | Equity awards vest according to the terms described in Compensation Discussion and Analysis Long-Term Incentive Awards Program. Unvested equity awards reflect the market value of restricted stock and in-the-money value of options based on ITTs December 31, 2010 closing stock price of $52.11. | |
(4) | Column (a) and column (b) amounts reflect the present value of the annual vested benefit payable under the ITT Excess Pension Plan, as of December 31, 2010 assuming a retirement at age 65. Column (c) provides the value of the benefit payable to Mr. Napolitanos beneficiary upon death. Column (d) is inapplicable because disability would not affect retirement benefits. Column (e) provides the present value of the benefit payable by ITT if Mr. Napolitano is terminated not for cause. Column (f) provides the lump sum payable by ITT in accordance with the Special Senior Executive Severance Pay Plan in the event of a change of control. | |
(5) | No additional ITT Excess Savings Plan payments are made in the event of voluntary or involuntary termination, or termination for cause. In the case of death or disability, to the extent not already vested, the participant becomes 100% vested in the ITT match. Mr. Napolitano was fully vested in the ITT match as of December 31, 2010. Column (f) reflects the additional cash payment representing ITT contributions, which would be made following a change of control as described in the Special Senior Executive Severance Pay Plan in Compensation Discussion and Analysis Post-Employment Compensation Severance Plan Arrangements. | |
(6) | The Severance Policy includes outplacement services. Amounts shown in columns (f) are based on a current competitive bid. | |
(7) | In the event of termination not for cause, ITT will pay the companys portion of medical and life insurance premiums ($3,740 and $560, respectively) for twelve months and in the event of a change of control, ITT will pay medical and life insurance premiums ($7,481 and $1,120, respectively) for two years. | |
(8) | Amounts in column (f) assume termination occurs immediately upon a change of control based on ITTs December 31, 2010 closing stock price of $52.11. |
149
150
| All of the assets and liabilities (including whether accrued, contingent or otherwise, and subject to certain exceptions) associated with the Water business of ITT will be retained by or transferred to us or one of our subsidiaries. | |
| All of the assets and liabilities (including whether accrued, contingent or otherwise, and subject to certain exceptions) associated with the Defense business of ITT will be retained by or transferred to Exelis or one of Exeliss subsidiaries. | |
| All other assets and liabilities (including whether accrued, contingent or otherwise, and subject to certain exceptions) of ITT will be retained by or transferred to ITT or one of its subsidiaries (other than us or one of our subsidiaries or Exelis and its subsidiaries). | |
| Liabilities (including whether accrued, contingent or otherwise) related to, arising out of or resulting from businesses of ITT that were previously terminated or divested will be allocated among the parties to the extent formerly owned or managed by or associated with such parties or their respective businesses. | |
| Each of Xylem and Exelis will assume or retain any liabilities (including under applicable federal and state securities laws) relating to, arising out of or resulting from the Form 10 registering its common stock to be distributed by ITT in the spin-off and from any disclosure documents that offer for sale the debt securities described under Description of Material Indebtedness, subject to exceptions for certain information for which ITT will retain liability. |
151
| Except as otherwise provided in the Distribution Agreement or any ancillary agreement, we will be responsible for any costs or expenses incurred by us in connection with the distribution, including costs and expenses relating to legal counsel, financial advisors and accounting advisory work related to the distribution. | |
| In addition, notwithstanding the allocation described above, we, Exelis and ITT will agree that (i) ITT will be responsible for, and indemnify us against, losses related to all of the contingent liabilities (and related costs and expenses) arising out of litigation and claims alleging exposure to asbestos prior to our separation from ITT (including those that are described in ITTs public filings with the Securities and Exchange Commission) and (ii) each party will, in accordance with each parties applicable percentage of responsibility, be responsible for losses related to certain contingent liabilities (and related costs and expenses) in accordance with the Distribution Agreement and any ancillary agreement. |
152
| the liabilities or alleged liabilities each such party assumed or retained pursuant to the Distribution Agreement; and | |
| any breach by such party of the Distribution Agreement or any ancillary agreement unless such ancillary agreement expressly provides for separate indemnification therein, in which case any such indemnification claims shall be made thereunder. |
153
154
| Whether terms or conditions of the transaction are generally available to third-parties under similar terms or conditions; | |
| Level of interest or benefit to the related person; | |
| Availability of alternative suppliers or customers; and | |
| Benefit to the Company. |
155
156
| Incur additional debt or issues guarantees; | |
| create liens; | |
| enter into certain sale and lease-back transactions; | |
| merge or consolidate with another person; | |
| sell, transfer, lease or otherwise dispose of assets; | |
| liquidate or dissolve; and | |
| enter into restrictive agreements. |
157
158
| each of our shareholders who we believe (based on the assumptions described below) will beneficially own more than 5% of Xylems outstanding common stock; | |
| each of our current directors and the directors following the spin-off; | |
| each officer named in the summary compensation table; and | |
| all of our directors and executive officers following the spin-off as a group. |
Amount and |
||||||||
Nature of |
||||||||
Beneficial |
||||||||
Name and Address of Beneficial Owner
|
Ownership | Percent of Class | ||||||
Barrow, Hanley, Mewhinney & Strauss, LLC
|
13,008,379(a | ) | 7.09 | %(a) | ||||
2200 Ross Avenue, 31st Floor | ||||||||
Dallas, TX 75201-2761 |
(a) | As reported on Schedule 13G dated filed on February 11, 2011, Barrow, Hanley, Mewhinney & Strauss, LLC has sole voting power with respect to 1,059,706 shares, shared voting power with respect to 11,948,673 shares, and sole dispositive power with respect to 13,008,379 shares. |
159
Shares of |
||||||||
Common Stock |
||||||||
Beneficially |
Percent of |
|||||||
Owned(1) | Class | |||||||
Non-Employee Directors
|
||||||||
Curtis J. Crawford
|
61,987 | (2) | * | |||||
Steven R. Loranger
|
881,302 | (3) | * | |||||
John J. Hamre
|
44,895 | (4) | * | |||||
Surya N. Mohapatra
|
16,136 | (5) | * | |||||
Markos I. Tambakeras
|
43,455 | (6) | * | |||||
Named Executive Officers
|
||||||||
Gretchen W. McClain
|
158,514 | (7) | * | |||||
Michael T. Speetzen
|
16,719 | (8) | * | |||||
Frank R. Jimenez
|
22,309 | (9) | * | |||||
Angela A. Buonocore
|
31,982 | (10) | * | |||||
Kenneth Napolitano
|
40,237 | (11) | * | |||||
Directors and Executive Officers as a Group (15 persons)
|
1,428,206 | (12) | * | |||||
* | Less than 1%. | |
(1) | With respect to certain Non-Employee Directors, includes restricted stock units that have vested but are deferred until the earlier of a later date or retirement. | |
(2) | Includes options exercisable into 22,901 shares within 60 days of August 31, 2011, 1,288 restricted stock units that vest within 60 days of August 31, 2011 and 3,550 vested but deferred restricted stock units. | |
(3) | Includes 50,551 shares held by a family trust of which Mr. Lorangers spouse is the trustee and as to which Mr. Loranger disclaims beneficial ownership and options exercisable into 721,967 shares within 60 days of August 31, 2011. | |
(4) | Includes options exercisable into 22,901 shares within 60 days of August 31, 2011, 1,288 restricted stock units that vest within 60 days of August 31, 2011 and 5,265 vested but deferred restricted stock units. | |
(5) | Includes options exercisable into 7,241 shares within 60 days of August 31, 2011, 1,288 restricted stock units that vest within 60 days of August 31, 2011 and 1,355 vested but deferred restricted stock units. | |
(6) | Includes 16,307 shares held by a family trust of which Mr. Tambakeras and his spouse are co-trustees and as to which Mr. Tambakeras disclaims beneficial ownership, options exercisable into 22,901 shares within 60 days of August 31, 2011 and 1,288 restricted stock units that vest within 60 days of August 31, 2011. | |
(7) | Includes options exercisable into 73,883 shares within 60 days of August 31, 2011. | |
(8) | Includes options exercisable into 3,996 shares within 60 days of August 31, 2011. | |
(9) | Includes options exercisable into 7,311 shares within 60 days of August 31, 2011. | |
(10) | Includes options exercisable into 15,040 shares within 60 days of August 31, 2011. | |
(11) | Includes options exercisable into 31,564 shares within 60 days of August 31, 2011. | |
(12) | Includes options exercisable into 1,035,867 shares within 60 days of August 31, 2011, 5,152 restricted stock units that vest within 60 days of August 31, 2011 and 10,170 vested but deferred restricted stock units. |
160
| diluting the voting power of shares of our common stock; | |
| affecting the market price of our common stock; | |
| delaying or preventing a change in control of Xylem; | |
| making removal of our present management more difficult; or | |
| restricting dividends and other distributions on our common stock. |
161
| a classified Board of Directors; | |
| the availability of capital stock for issuance from time to time at the discretion of our Board of Directors; | |
| the ability of our Board of Directors to increase the size of the board and to appoint directors to fill newly created directorships; | |
| prohibitions against shareholders calling a special meeting of shareholders; and | |
| requirements for advance notice for raising business or making nominations at shareholders meetings. |
162
| the name and address of the shareholder who intends to make the nomination and of the person or persons to be nominated; | |
| a representation that the shareholder is a holder of record of our stock entitled to vote at such meeting and intends to appear in person or by proxy at the meeting to nominate the person or persons specified in the notice; | |
| a description of all arrangements or understandings between the shareholder and each nominee and any other person or persons, naming such person or persons, pursuant to which the nomination or nominations are to be made by the shareholder; | |
| such other information regarding each nominee proposed by such shareholder as would have been required to be included in a proxy statement filed pursuant to the proxy rules of the Securities and Exchange Commission had each nominee been nominated, or intended to be nominated, by our board; | |
| the consent of each nominee to serve as a director if so elected; and | |
| if the shareholder intends to solicit proxies in support of such shareholders nominee(s), a representation to that effect. |
| a brief description of the proposal and the reasons therefor; | |
| if the proposal involves an amendment to our amended and restated articles of incorporation or amended and restated by-laws, the language of the amendment; | |
| any material interest of the shareholder in the proposal; and | |
| if the shareholder intends to solicit proxies with respect to the proposal, a representation to that effect. |
163
| one-fifth or more but less than one-third; | |
| one-third or more but less than a majority; or | |
| a majority or more. |
164
| in good faith; | |
| with the care an ordinarily prudent person in a like position would exercise under similar circumstances; and | |
| in a manner the directors reasonably believe to be in the best interests of the corporation. |
165
166
Item
|
Page | |||
The Water Equipment and Services Businesses of ITT
Corporation
|
||||
Combined Financial Statements
|
||||
F-2 | ||||
F-3 | ||||
F-4 | ||||
F-5 | ||||
F-6 | ||||
F-7 | ||||
Unaudited Interim Condensed Combined Financial Statements
|
||||
F-43 | ||||
F-44 | ||||
F-45 | ||||
F-46 | ||||
F-47 | ||||
F-48 | ||||
Godwin Pumps of America, Inc. and Godwin Holdings, Ltd. and
Subsidiary
|
||||
(Financial Statements of a Significant Acquired Business
provided pursuant to the Securities and Exchange
Commissions
Regulation S-X
Rule 3-05)
|
||||
Combined Consolidated Financial Statements
|
||||
F-59 | ||||
F-60 | ||||
F-61 | ||||
F-62 |
F-1
Stamford, Connecticut July 8, 2011 (August 22, 2011 as to Note 21) |
F-2
Year Ended December 31 | ||||||||||||
2010 | 2009 | 2008 | ||||||||||
(In millions) | ||||||||||||
Net sales
|
$ | 3,202 | $ | 2,849 | $ | 3,291 | ||||||
Costs of sales
|
1,988 | 1,812 | 2,150 | |||||||||
Gross profit
|
1,214 | 1,037 | 1,141 | |||||||||
Selling, general and administrative expenses
|
737 | 667 | 721 | |||||||||
Research and development expenses
|
74 | 63 | 64 | |||||||||
Restructuring charges, net
|
15 | 31 | 41 | |||||||||
Operating income
|
388 | 276 | 315 | |||||||||
Other income (expense), net
|
| 1 | (3 | ) | ||||||||
Income before income tax expense
|
388 | 277 | 312 | |||||||||
Income tax expense
|
59 | 14 | 88 | |||||||||
Net income
|
$ | 329 | $ | 263 | $ | 224 | ||||||
F-3
December 31 | ||||||||
2010 | 2009 | |||||||
(In millions) | ||||||||
ASSETS
|
||||||||
Current assets:
|
||||||||
Cash and cash equivalents
|
$ | 131 | $ | 81 | ||||
Receivables, net
|
690 | 599 | ||||||
Inventories, net
|
389 | 301 | ||||||
Prepaid expenses
|
79 | 53 | ||||||
Other current assets
|
47 | 54 | ||||||
Total current assets
|
1,336 | 1,088 | ||||||
Plant, property and equipment, net
|
454 | 334 | ||||||
Goodwill
|
1,437 | 970 | ||||||
Other intangible assets, net
|
416 | 91 | ||||||
Other non-current assets
|
92 | 52 | ||||||
Total non-current assets
|
2,399 | 1,447 | ||||||
Total assets
|
$ | 3,735 | $ | 2,535 | ||||
LIABILITIES AND PARENT COMPANY EQUITY
|
||||||||
Current liabilities:
|
||||||||
Accounts payable
|
$ | 309 | $ | 256 | ||||
Accrued and other current liabilities
|
340 | 315 | ||||||
Total current liabilities
|
649 | 571 | ||||||
Postretirement benefits
|
163 | 140 | ||||||
Deferred income tax liability
|
99 | 60 | ||||||
Other non-current liabilities
|
105 | 77 | ||||||
Total non-current liabilities
|
367 | 277 | ||||||
Total liabilities
|
1,016 | 848 | ||||||
Parent company equity:
|
||||||||
Parent company investment
|
2,361 | 1,272 | ||||||
Accumulated other comprehensive income
|
358 | 415 | ||||||
Total parent company equity
|
2,719 | 1,687 | ||||||
Total liabilities and parent company equity
|
$ | 3,735 | $ | 2,535 | ||||
F-4
Year Ended December 31 | ||||||||||||
2010 | 2009 | 2008 | ||||||||||
(In millions) | ||||||||||||
Operating Activities
|
||||||||||||
Net income
|
$ | 329 | $ | 263 | $ | 224 | ||||||
Non-cash adjustments to net income:
|
||||||||||||
Depreciation and amortization
|
92 | 70 | 62 | |||||||||
Deferred income taxes
|
(31 | ) | (36 | ) | 9 | |||||||
Share-based compensation
|
9 | 9 | 10 | |||||||||
Loss from sale of business
|
| | 4 | |||||||||
Restructuring charges, net
|
15 | 31 | 41 | |||||||||
Payments for restructuring
|
(22 | ) | (40 | ) | (30 | ) | ||||||
Changes in assets and liabilities (net of acquisitions):
|
||||||||||||
Change in receivables
|
(45 | ) | 45 | 37 | ||||||||
Change in inventories
|
7 | 62 | 28 | |||||||||
Change in accounts payable
|
41 | (38 | ) | (22 | ) | |||||||
Change in accrued liabilities
|
12 | (11 | ) | 13 | ||||||||
Change in accrued taxes
|
(17 | ) | (1 | ) | 22 | |||||||
Change in other assets
|
(6 | ) | (3 | ) | (1 | ) | ||||||
Change in other liabilities
|
1 | 1 | 4 | |||||||||
Other, net
|
10 | 18 | 7 | |||||||||
Net Cash Operating activities
|
395 | 370 | 408 | |||||||||
Investing Activities
|
||||||||||||
Capital expenditures
|
(94 | ) | (62 | ) | (67 | ) | ||||||
Acquisitions, net of cash acquired
|
(1,004 | ) | (33 | ) | (23 | ) | ||||||
Other, net
|
5 | 11 | 9 | |||||||||
Net Cash Investing activities
|
(1,093 | ) | (84 | ) | (81 | ) | ||||||
Financing Activities
|
||||||||||||
Net transfer from / (to) parent
|
745 | (292 | ) | (341 | ) | |||||||
Net Cash Financing activities
|
745 | (292 | ) | (341 | ) | |||||||
Exchange rate effects on cash and cash equivalents
|
3 | 6 | (9 | ) | ||||||||
Net change in cash and cash equivalents
|
50 | | (23 | ) | ||||||||
Cash and cash equivalents beginning of year
|
81 | 81 | 104 | |||||||||
Cash and Cash Equivalents End of Year
|
$ | 131 | $ | 81 | $ | 81 | ||||||
Supplemental Disclosures of Cash Flow Information
|
||||||||||||
Cash paid during the year for:
|
||||||||||||
Income taxes (net of refunds received)
|
$ | 110 | $ | 52 | $ | 94 |
F-5
Year Ended December 31 | ||||||||||||||||
Accumulated |
||||||||||||||||
Parent |
Other |
Total Parent |
||||||||||||||
Company |
Comprehensive |
Company |
Comprehensive |
|||||||||||||
Investment | Income | Equity | Income | |||||||||||||
(In millions) | ||||||||||||||||
Balance at December 31, 2007
|
$ | 1,382 | $ | 489 | $ | 1,871 | ||||||||||
Comprehensive income:
|
||||||||||||||||
Net income
|
224 | | 224 | $ | 224 | |||||||||||
Net change in postretirement benefit plans
|
| (14 | ) | (14 | ) | (14 | ) | |||||||||
Net foreign currency translation adjustments
|
| (138 | ) | (138 | ) | (138 | ) | |||||||||
$ | 72 | |||||||||||||||
Net (decrease) in parent company investment
|
(307 | ) | | (307 | ) | |||||||||||
Balance at December 31, 2008
|
$ | 1,299 | $ | 337 | $ | 1,636 | ||||||||||
Comprehensive income:
|
||||||||||||||||
Net income
|
263 | | 263 | $ | 263 | |||||||||||
Net change in postretirement benefit plans
|
| (3 | ) | (3 | ) | (3 | ) | |||||||||
Net foreign currency translation adjustments
|
| 81 | 81 | 81 | ||||||||||||
$ | 341 | |||||||||||||||
Net (decrease) in parent company investment
|
(290 | ) | | (290 | ) | |||||||||||
Balance at December 31, 2009
|
$ | 1,272 | $ | 415 | $ | 1,687 | ||||||||||
Comprehensive income:
|
||||||||||||||||
Net income
|
329 | | 329 | $ | 329 | |||||||||||
Net change in postretirement benefit plans
|
| (4 | ) | (4 | ) | (4 | ) | |||||||||
Net foreign currency translation adjustments
|
| (53 | ) | (53 | ) | (53 | ) | |||||||||
$ | 272 | |||||||||||||||
Net increase in parent company investment
|
760 | | 760 | |||||||||||||
Balance at December 31, 2010
|
$ | 2,361 | $ | 358 | $ | 2,719 | ||||||||||
F-6
NOTE 1 | SEPARATION FROM ITT CORPORATION, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
F-7
F-8
F-9
F-10
F-11
F-12
F-13
NOTE 2 | NEW ACCOUNTING PRONOUNCEMENTS |
F-14
F-15
NOTE 3 | ACQUISITIONS |
August 3, 2010 | ||||
Accounts receivable
|
$ | 44 | ||
Inventories
|
56 | |||
Other current assets
|
3 | |||
Plant, property and equipment
|
82 | |||
Deferred income taxes
|
1 | |||
Intangible assets(a)
|
||||
Customer relationships
|
107 | |||
Trademarks
|
46 | |||
Proprietary technology
|
14 | |||
Other non-current assets
|
4 | |||
Current liabilities
|
(19 | ) | ||
Noncurrent liabilities
|
(10 | ) | ||
Net tangible and intangible assets
|
$ | 328 | ||
Goodwill
|
252 | |||
Purchase Price
|
$ | 580 | ||
(a) | Trademarks are indefinite-lived intangibles. Customer relationships and proprietary technology are amortized over weighted average lives of 10 years and 20 years, respectively. |
F-16
Incremental |
||||||||||||||||||||||||
Pre-Acquisition |
Depreciation and |
Transaction |
||||||||||||||||||||||
Water Co As |
Godwin |
Amortization |
Costs |
Income |
Water Co Pro |
|||||||||||||||||||
2009
|
Reported | Operations(a) | Expense(b) | (c) | Taxes(d) | Forma | ||||||||||||||||||
Net Sales
|
$ | 2,849 | 197 | $ | 3,046 | |||||||||||||||||||
Net income
|
263 | 50 | (16 | ) | | (15 | ) | 282 |
Incremental |
||||||||||||||||||||||||
Pre-Acquisition |
Depreciation and |
Transaction |
||||||||||||||||||||||
Water Co As |
Godwin Operations |
Amortization |
Costs |
Income |
Water Co Pro |
|||||||||||||||||||
2010
|
Reported | (a) | Expense(b) | (c) | Taxes(d) | Forma | ||||||||||||||||||
Net Sales
|
$ | 3,202 | 145 | $ | 3,347 | |||||||||||||||||||
Net income
|
329 | 25 | (10 | ) | 3 | (6 | ) | 341 |
(a) | Godwin recognized sales of $197 and $270 during 2009 and 2010, respectively. | |
(b) | Incremental depreciation and amortization expense associated with the purchase price allocation to plant, property and equipment and finite lived intangible assets recognized as a result of the acquisition. | |
(c) | Reflects the reversal of transaction costs directly related to the acquisition of Godwin. | |
(d) | Reflects income tax impact of pro-forma adjustments and change in income tax status of Godwin Pumps of America, Inc. |
F-17
Nova |
||||
March 23, 2010 | ||||
Accounts receivable
|
$ | 16 | ||
Inventories
|
29 | |||
Other current assets
|
4 | |||
Plant, property and equipment
|
14 | |||
Deferred income taxes
|
(53 | ) | ||
Intangible assets(a)
|
||||
Distributor relationships
|
112 | |||
Trademarks
|
42 | |||
Proprietary technology
|
10 | |||
Other
|
2 | |||
Current liabilities
|
(15 | ) | ||
Non-current liabilities
|
(8 | ) | ||
Net tangible and intangible assets
|
$ | 153 | ||
Goodwill
|
232 | |||
Purchase Price
|
$ | 385 | ||
(a) | Trademarks are indefinite-lived intangibles. Customer relationships and proprietary technology are amortized over weighted average lives of 20 years and 10 years, respectively. |
F-18
NOTE 4 | SHARE-BASED PAYMENTS |
2010 | 2009 | 2008 | ||||||||||||||||||||||||||||||||||
Other |
Other |
Other |
||||||||||||||||||||||||||||||||||
Water Co |
Employee |
Water Co |
Employee |
Water Co |
Employee |
|||||||||||||||||||||||||||||||
Compensation Cost
|
Employees | Allocations | 2010 Total | Employees | Allocations | 2009 Total | Employees | Allocations | 2008 Total | |||||||||||||||||||||||||||
Equity based awards
|
$ | 4 | $ | 5 | $ | 9 | $ | 4 | $ | 5 | $ | 9 | $ | 4 | $ | 6 | $ | 10 | ||||||||||||||||||
Liability based awards
|
| (2 | ) | (2 | ) | | | | | 6 | 6 | |||||||||||||||||||||||||
Total
|
$ | 4 | $ | 3 | $ | 7 | $ | 4 | $ | 5 | $ | 9 | $ | 4 | $ | 12 | $ | 16 | ||||||||||||||||||
2010 | 2009 | 2008 | ||||||||||
Dividend yield
|
1.88 | % | 2.54 | % | 1.31 | % | ||||||
Expected volatility
|
27.06 | % | 38.77 | % | 28.69 | % | ||||||
Expected life (in years)
|
7.0 | 4.7 | 4.7 | |||||||||
Risk-free rates
|
3.06 | % | 2.20 | % | 2.31 | % | ||||||
Weighted-average grant date fair value
|
$ | 14.50 | $ | 9.60 | $ | 13.46 |
NOTE 5 | RESTRUCTURING CHARGES, NET |
F-19
2010 | 2009 | 2008 | ||||||||||
By component:
|
||||||||||||
Severance and other charges
|
$ | 17 | $ | 32 | $ | 41 | ||||||
Reversal of restructuring accruals
|
(2 | ) | (1 | ) | (- | ) | ||||||
Total net restructuring charge
|
$ | 15 | $ | 31 | $ | 41 | ||||||
By segment:
|
||||||||||||
Water Infrastructure
|
$ | 12 | $ | 15 | $ | 17 | ||||||
Applied Water
|
3 | 15 | 18 | |||||||||
Corporate and other(1)
|
| 1 | 6 |
(1) | Represents amounts allocated to Water Co |
2010 | 2009 | |||||||
Restructuring accruals 1/1
|
$ | 17 | $ | 27 | ||||
Severance and other
|
17 | 32 | ||||||
Cash payments
|
(22 | ) | (40 | ) | ||||
Other(1)
|
(3 | ) | (2 | ) | ||||
Restructuring accruals 12/31
|
$ | 9 | $ | 17 | ||||
By accrual type:
|
||||||||
Severance accrual
|
$ | 8 | $ | 16 | ||||
Facility carrying and other costs accrual
|
1 | 1 | ||||||
By segment:
|
||||||||
Water Infrastructure
|
$ | 6 | $ | 10 | ||||
Applied Water
|
3 | 6 | ||||||
Corporate and other(1)
|
| 1 |
(1) | Represents amounts allocated to Water Co |
2010 | 2009 | |||||||
Planned reductions 1/1
|
133 | 158 | ||||||
Additional planned reductions
|
259 | 502 | ||||||
Actual reductions
|
(345 | ) | (527 | ) | ||||
Planned reductions 12/31
|
47 | 133 | ||||||
F-20
NOTE 6 | INCOME TAXES |
2010 | 2009 | 2008 | ||||||||||
Income components:
|
||||||||||||
United States
|
$ | 65 | $ | 23 | $ | 52 | ||||||
Foreign
|
323 | 254 | 260 | |||||||||
Total pre-tax income
|
$ | 388 | $ | 277 | $ | 312 | ||||||
Income tax expense components:
|
||||||||||||
Current income tax provision:
|
||||||||||||
United States federal
|
$ | 29 | $ | (2 | ) | $ | 23 | |||||
United States state and local
|
3 | | 1 | |||||||||
Foreign
|
58 | 52 | 55 | |||||||||
Total current income tax provision
|
$ | 90 | $ | 50 | $ | 79 | ||||||
Deferred income tax provision:
|
||||||||||||
United States federal
|
$ | (41 | ) | $ | (44 | ) | $ | (9 | ) | |||
United States state and local
|
| 1 | | |||||||||
Foreign
|
10 | 7 | 18 | |||||||||
Total deferred income tax provision
|
$ | (31 | ) | $ | (36 | ) | $ | 9 | ||||
Total income tax expense
|
$ | 59 | $ | 14 | $ | 88 | ||||||
Effective income tax rate
|
15.2 | % | 5.1 | % | 28.2 | % | ||||||
F-21
2010 | 2009 | 2008 | ||||||||||
Tax provision at U.S. statutory rate
|
35.0 | % | 35.0 | % | 35.0 | % | ||||||
Foreign restructurings
|
| (20.8 | ) | | ||||||||
Tax exempt interest
|
(6.4 | ) | (5.4 | ) | (4.1 | ) | ||||||
Foreign tax rate differential
|
(5.1 | ) | (5.4 | ) | (1.6 | ) | ||||||
Effect of repatriation of foreign earnings, net of foreign tax
credits
|
(8.8 | ) | .2 | (1.3 | ) | |||||||
All other
|
0.5 | 1.4 | 0.2 | |||||||||
Effective income tax rate
|
15.2 | % | 5.0 | % | 28.2 | % | ||||||
2010 | 2009 | |||||||
Deferred Tax Assets:
|
||||||||
Employee benefits
|
$ | 33 | $ | 29 | ||||
Accrued expenses
|
24 | 31 | ||||||
Loss carryforwards
|
76 | 78 | ||||||
Inventory
|
3 | 2 | ||||||
Foreign tax credit
|
51 | | ||||||
Other
|
4 | 3 | ||||||
Subtotal
|
$ | 191 | $ | 143 | ||||
Valuation allowance
|
(68 | ) | (71 | ) | ||||
Net deferred tax assets
|
$ | 123 | $ | 72 | ||||
Deferred Tax Liabilities:
|
||||||||
Intangibles
|
$ | 122 | $ | 68 | ||||
Plant, property, and equipment
|
13 | 6 | ||||||
Total deferred tax liabilities
|
$ | 135 | $ | 74 | ||||
F-22
2010 | 2009 | |||||||
Current assets
|
$ | 47 | $ | 53 | ||||
Non-current assets
|
$ | 52 | $ | 16 | ||||
Current liabilities
|
$ | (12 | ) | $ | (11 | ) | ||
Other non-current liabilities
|
$ | (99 | ) | $ | (60 | ) |
Attribute:
|
Amount | First Year of Expiration | ||||||
U.S. net operating loss
|
$ | 22 | December 31, 2019 | |||||
State net operating loss
|
$ | 2 | December 31, 2022 | |||||
Federal and state capital loss
|
$ | 16 | December 31, 2013 | |||||
US tax credits
|
$ | 51 | December 31, 2020 | |||||
Foreign net operating loss
|
$ | 233 | December 31, 2011 |
2010 | 2009 | 2008 | ||||||||||
Unrecognized tax benefits 1/1
|
$ | 19 | $ | 20 | $ | 13 | ||||||
Additions for:
|
||||||||||||
Current year tax positions
|
20 | 1 | 7 | |||||||||
Prior year tax positions
|
| | 2 | |||||||||
Business combinations
|
5 | | | |||||||||
Reductions for:
|
||||||||||||
Prior year tax positions
|
(1 | ) | (2 | ) | (2 | ) | ||||||
Unrecognized tax benefits 12/31
|
$ | 43 | $ | 19 | $ | 20 | ||||||
F-23
Jurisdiction
|
Earliest Open Year | |||
Austria
|
2004 | |||
Canada
|
2006 | |||
Germany
|
2000 | |||
Italy
|
2005 | |||
Netherlands
|
2006 | |||
Sweden
|
2005 | |||
United Kingdom
|
2008 | |||
United States
|
2007 |
NOTE 7 | RECEIVABLES, NET |
2010 | 2009 | |||||||
Trade accounts receivable
|
$ | 703 | $ | 603 | ||||
Other
|
19 | 26 | ||||||
Receivables, gross
|
722 | 629 | ||||||
Allowance for doubtful accounts
|
(25 | ) | (24 | ) | ||||
Allowance for cash discounts
|
(7 | ) | (6 | ) | ||||
Receivables, net
|
$ | 690 | $ | 599 | ||||
2010 | 2009 | 2008 | ||||||||||
Allowance for doubtful accounts 1/1
|
$ | 24 | $ | 16 | $ | 17 | ||||||
Additions charged to expense
|
6 | 11 | 9 | |||||||||
Write-offs
|
(5 | ) | (3 | ) | (10 | ) | ||||||
Allowance for doubtful accounts 12/31
|
$ | 25 | $ | 24 | $ | 16 | ||||||
NOTE 8 | INVENTORIES, NET |
2010 | 2009 | |||||||
Finished goods
|
$ | 166 | $ | 128 | ||||
Work in process
|
32 | 20 | ||||||
Raw materials
|
191 | 153 | ||||||
Inventories, net
|
$ | 389 | $ | 301 | ||||
F-24
NOTE 9 | PLANT, PROPERTY AND EQUIPMENT, NET |
2010 | 2009 | |||||||
Land and improvements
|
$ | 20 | $ | 20 | ||||
Buildings and improvements
|
200 | 185 | ||||||
Machinery and equipment
|
567 | 537 | ||||||
Equipment held for lease or rental
|
129 | 54 | ||||||
Furniture, fixtures and office equipment
|
81 | 78 | ||||||
Construction work in progress
|
51 | 30 | ||||||
Other
|
15 | 11 | ||||||
Plant, property and equipment, gross
|
1,063 | 915 | ||||||
Less accumulated depreciation
|
(609 | ) | (581 | ) | ||||
Plant, property and equipment, net
|
$ | 454 | $ | 334 | ||||
NOTE 10 | GOODWILL AND OTHER INTANGIBLE ASSETS, NET |
Water |
||||||||||||
Infrastructure | Applied Water | Total | ||||||||||
Goodwill 1/1/2009
|
$ | 362 | $ | 573 | $ | 935 | ||||||
Goodwill acquired
|
| 17 | 17 | |||||||||
Foreign currency
|
27 | 1 | 28 | |||||||||
Other
|
| (10 | ) | (10 | ) | |||||||
Goodwill 12/31/2009
|
$ | 389 | $ | 581 | $ | 970 | ||||||
Goodwill acquired
|
493 | | 493 | |||||||||
Foreign currency
|
(9 | ) | (17 | ) | (26 | ) | ||||||
Goodwill 12/31/2010
|
$ | 873 | $ | 564 | $ | 1,437 | ||||||
F-25
December 31, 2010 | December 31, 2009 | |||||||||||||||||||||||
Gross Carrying |
Accumulated |
Gross Carrying |
Accumulated |
|||||||||||||||||||||
Amount | Amortization | Net Intangibles | Amount | Amortization | Net Intangibles | |||||||||||||||||||
Customer and distributor relationships
|
$ | 270 | $ | (29 | ) | $ | 241 | $ | 45 | $ | (17 | ) | $ | 28 | ||||||||||
Proprietary technology
|
68 | (18 | ) | 50 | 44 | (15 | ) | 29 | ||||||||||||||||
Trademarks
|
33 | (9 | ) | 24 | 24 | (7 | ) | 17 | ||||||||||||||||
Patents and other
|
21 | (13 | ) | 8 | 19 | (11 | ) | 8 | ||||||||||||||||
Indefinite-lived intangibles
|
93 | | 93 | 9 | | 9 | ||||||||||||||||||
Other intangibles
|
$ | 485 | $ | (69 | ) | $ | 416 | $ | 141 | $ | (50 | ) | $ | 91 | ||||||||||
2011
|
2012 | 2013 | 2014 | 2015 | ||||||||||||||
$ | 29 | $ | 29 | $ | 28 | $ | 27 | $ | 26 |
NOTE 11 | ACCOUNTS PAYABLE |
2010 | 2009 | |||||||
Trade accounts payable
|
$ | 297 | $ | 238 | ||||
Other
|
12 | 18 | ||||||
Accounts payable
|
$ | 309 | $ | 256 | ||||
NOTE 12 | ACCRUED AND OTHER CURRENT LIABILITIES |
2010 | 2009 | |||||||
Compensation and other employee-benefits
|
$ | 161 | $ | 135 | ||||
Customer-related liabilities
|
25 | 22 | ||||||
Accrued warranty costs
|
36 | 34 | ||||||
Accrued income taxes
|
20 | 25 | ||||||
Deferred income tax liability
|
12 | 11 | ||||||
Other
|
86 | 88 | ||||||
Accrued and other current liabilities
|
$ | 340 | $ | 315 | ||||
F-26
NOTE 13 | POSTRETIREMENT BENEFIT PLANS |
2010 | 2009 | |||||||||||||||||||||||
Other |
Other |
|||||||||||||||||||||||
Pension | Benefits | Total | Pension | Benefits | Total | |||||||||||||||||||
Fair value of plan assets
|
$ | 78 | $ | | $ | 78 | $ | 50 | $ | | $ | 50 | ||||||||||||
Projected benefit obligation
|
(233 | ) | (13 | ) | (246 | ) | (183 | ) | (11 | ) | (194 | ) | ||||||||||||
Funded status
|
$ | (155 | ) | $ | (13 | ) | $ | (168 | ) | $ | (133 | ) | $ | (11 | ) | $ | (144 | ) | ||||||
Amounts reported within:
|
||||||||||||||||||||||||
Accrued liabilities
|
$ | (4 | ) | $ | (1 | ) | $ | (5 | ) | $ | (3 | ) | $ | (1 | ) | $ | (4 | ) | ||||||
Non-current liabilities
|
(151 | ) | (12 | ) | (163 | ) | (130 | ) | (10 | ) | (140 | ) |
F-27
2010 | 2009 | |||||||||||||||||||||||
Other |
Other |
|||||||||||||||||||||||
Pension | Benefits | Total | Pension | Benefits | Total | |||||||||||||||||||
Net actuarial loss (gain)
|
$ | 47 | $ | | $ | 47 | $ | 44 | $(2 | ) | $ | 42 | ||||||||||||
Prior service cost
|
4 | | 4 | 3 | | 3 | ||||||||||||||||||
Total
|
$ | 51 | $ | | $ | 51 | $ | 47 | $(2 | ) | $ | 45 | ||||||||||||
2010 | 2009 | |||||||||||||||||||||||
U.S. | Intl | Total | U.S. | Intl | Total | |||||||||||||||||||
Change in benefit obligation
|
||||||||||||||||||||||||
Benefit obligation 1/1
|
$ | 58 | $ | 125 | $ | 183 | $ | 53 | $ | 106 | $ | 159 | ||||||||||||
Service cost
|
2 | 3 | 5 | 2 | 3 | 5 | ||||||||||||||||||
Interest cost
|
3 | 7 | 10 | 3 | 6 | 9 | ||||||||||||||||||
Amendments /other
|
2 | | 2 | | | | ||||||||||||||||||
Actuarial (gain)/loss
|
(1 | ) | 9 | 8 | 2 | 4 | 6 | |||||||||||||||||
Benefits paid
|
(3 | ) | (5 | ) | (8 | ) | (2 | ) | (3 | ) | (5 | ) | ||||||||||||
Liabilities assumed through acquisition
|
| 29 | 29 | | | | ||||||||||||||||||
Foreign currency translation
|
| 4 | 4 | | 9 | 9 | ||||||||||||||||||
Benefit obligation 12/31
|
$ | 61 | $ | 172 | $ | 233 | $ | 58 | $ | 125 | $ | 183 | ||||||||||||
2010 | 2009 | |||||||
Change in benefit obligation
|
||||||||
Benefit obligation 1/1
|
$ | 11 | $ | 11 | ||||
Interest cost
|
1 | 1 | ||||||
Actuarial loss
|
2 | | ||||||
Benefits paid
|
(1 | ) | (1 | ) | ||||
Benefit obligation 12/31
|
$ | 13 | $ | 11 | ||||
F-28
2010 | 2009 | |||||||||||||||||||||||
U.S. | Intl | Total | U.S. | Intl | Total | |||||||||||||||||||
Change in plan assets
|
||||||||||||||||||||||||
Plan assets 1/1
|
$ | 41 | $ | 9 | $ | 50 | $ | 33 | $ | 6 | $ | 39 | ||||||||||||
Actual return on plan assets
|
5 | 3 | 8 | 8 | 5 | 13 | ||||||||||||||||||
Employer contributions
|
| 2 | 2 | 3 | 1 | 4 | ||||||||||||||||||
Benefits paid
|
(3 | ) | | (3 | ) | (3 | ) | (4 | ) | (7 | ) | |||||||||||||
Assets acquired through acquisition
|
| 21 | 21 | | | | ||||||||||||||||||
Foreign currency translation
|
| | | | 1 | 1 | ||||||||||||||||||
Plan assets 12/31
|
$ | 43 | $ | 35 | $ | 78 | $ | 41 | $ | 9 | $ | 50 | ||||||||||||
Funded status at end of year
|
$ | (18 | ) | $ | (137 | ) | $ | (155 | ) | $ | (17 | ) | $ | (116 | ) | $ | (133 | ) | ||||||
2010 | 2009 | |||||||
Projected benefit obligation
|
$ | 209 | $ | 183 | ||||
Accumulated benefit obligation
|
192 | 166 | ||||||
Fair value of plan assets
|
54 | 49 |
F-29
2010 | 2009 | 2008 | ||||||||||||||||||||||||||||||||||
U.S. | Intl | Total | U.S. | Intl | Total | U.S. | Intl | Total | ||||||||||||||||||||||||||||
Net periodic benefit cost
|
||||||||||||||||||||||||||||||||||||
Service cost
|
$ | 2 | $ | 3 | $ | 5 | $ | 2 | $ | 3 | $ | 5 | $ | 1 | $ | 3 | $ | 4 | ||||||||||||||||||
Interest cost
|
3 | 7 | 10 | 3 | 6 | 9 | 3 | 7 | 10 | |||||||||||||||||||||||||||
Expected return on plan assets
|
(4 | ) | (1 | ) | (5 | ) | (4 | ) | (1 | ) | (5 | ) | (4 | ) | | (4 | ) | |||||||||||||||||||
Amortization of net actuarial loss
|
| 1 | 1 | | 1 | 1 | | 1 | 1 | |||||||||||||||||||||||||||
Amortization of prior service cost
|
1 | | 1 | 1 | | 1 | 1 | | 1 | |||||||||||||||||||||||||||
Total net periodic benefit cost
|
2 | 10 | 12 | 2 | 9 | 11 | 1 | 11 | 12 | |||||||||||||||||||||||||||
Other changes in plan assets and benefit obligations
recognized in other comprehensive income
|
||||||||||||||||||||||||||||||||||||
Net (gain)/loss
|
(2 | ) | 6 | 4 | (1 | ) | 6 | 5 | 19 | 4 | 23 | |||||||||||||||||||||||||
Prior service cost
|
2 | | 2 | | | | | | | |||||||||||||||||||||||||||
Amortization of net actuarial loss
|
| (1 | ) | (1 | ) | | (1 | ) | (1 | ) | | (1 | ) | (1 | ) | |||||||||||||||||||||
Amortization of prior service cost
|
(1 | ) | | (1 | ) | (1 | ) | | (1 | ) | (1 | ) | | (1 | ) | |||||||||||||||||||||
Total change recognized in other comprehensive income
|
(1 | ) | 5 | 4 | (2 | ) | 5 | 3 | 18 | 3 | 21 | |||||||||||||||||||||||||
Total impact from net periodic benefit cost and changes in other
comprehensive income
|
$ | 1 | $ | 15 | $ | 16 | $ | | $ | 14 | $ | 14 | $ | 19 | $ | 14 | $ | 33 | ||||||||||||||||||
2010 | 2009 | 2008 | ||||||||||
Net periodic benefit cost
|
||||||||||||
Interest cost
|
$ | 1 | $ | 1 | $ | 1 | ||||||
Total net periodic benefit cost
|
1 | 1 | 1 | |||||||||
Other changes in plan assets and benefit obligations recognized
in other comprehensive income
|
||||||||||||
Net loss (gain)
|
2 | | (1 | ) | ||||||||
Total changes recognized in other comprehensive income
|
2 | | (1 | ) | ||||||||
Total impact from net periodic benefit cost and changes in other
comprehensive income
|
$ | 3 | $ | 1 | $ | | ||||||
F-30
Other |
||||||||||||
Pension | Benefits | Total | ||||||||||
Net actuarial loss
|
$ | 1 | $ | | 1 | |||||||
Prior service cost
|
1 | | 1 | |||||||||
Total
|
2 | | 2 | |||||||||
2010 | 2009 | |||||||||||||||
U.S. | Intl | U.S. | Intl | |||||||||||||
Obligation Assumptions:
|
||||||||||||||||
Discount rate
|
5.83 | % | 5.18 | % | 6.00 | % | 5.55 | % | ||||||||
Rate of future compensation increase
|
4.00 | % | 3.40 | % | 4.00 | % | 3.48 | % | ||||||||
Cost Assumptions:
|
||||||||||||||||
Discount rate
|
6.00 | % | 5.55 | % | 6.25 | % | 5.79 | % | ||||||||
Expected return on plan assets
|
9.00 | % | 7.20 | % | 9.00 | % | 6.97 | % | ||||||||
Rate of future compensation increase
|
4.00 | % | 3.41 | % | 4.00 | % | 3.48 | % |
2010 | 2009 | |||||||
Obligation Assumptions:
|
||||||||
Discount rate
|
5.50 | % | 6.00 | % | ||||
Rate of future compensation increase
|
4.00 | % | 4.00 | % | ||||
Cost Assumptions:
|
||||||||
Discount rate
|
6.00 | % | 6.25 | % | ||||
Rate of future compensation increase
|
4.00 | % | 4.00 | % |
F-31
2010 | 2009 | 2008 | ||||||||||
Expected rate of return on plan assets
|
9.0 | % | 9.0 | % | 9.0 | % | ||||||
Actual rate of return on plan assets
|
14.1 | % | 24.1 | % | (31.2 | )% |
Allocation |
||||||||||||
2010 | 2009 | Range | ||||||||||
Domestic equities
|
25 | % | 25 | % | 25%-75% | |||||||
Alternative investments
|
47 | 47 | 20%-45% | |||||||||
International equities
|
18 | 17 | 10%-45% | |||||||||
Fixed income
|
2 | 4 | 0%-60% | |||||||||
Cash and other
|
8 | 7 | 0%-30% |
F-32
| 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. |
| Equity securities Equities (including common and preferred shares, domestic listed and foreign listed, closed end mutual funds and exchange traded funds) are generally valued at the closing price reported on the major market on which the individual securities are traded at the measurement date. As all equity securities held by the Company are publicly traded in active markets, the securities are classified within Level 1 of the fair value hierarchy. | |
| Open ended mutual funds, collective trusts and commingled funds Open ended mutual funds, collective trusts and commingled funds are measured at NAV. These funds are generally classified within Level 2 of the fair value hierarchy. | |
| Private equity The valuation of limited partnership interests in private equity funds may require significant management judgment. The NAV reported by the asset manager is adjusted when it is determined that NAV is not representative of fair value. In making such an assessment, a variety of factors are reviewed, including, but not limited to, the timeliness of NAV as reported by the asset manager and changes in general economic and market conditions subsequent to the last NAV reported by the asset manager. These funds are generally classified within Level 3 of the fair value hierarchy. | |
| Absolute return (hedge funds) The valuation of limited partnership interests in hedge funds may require significant management judgment. The NAV reported by the asset manager is adjusted when it is determined that NAV is not representative of fair value. In making such an assessment, a variety of factors are reviewed, including, but not limited to, the timeliness of NAV as reported by the asset manager and changes in general economic and market conditions subsequent to the last NAV reported by the asset manager. Depending on how these investments can be redeemed and the extent of any adjustments to NAV, hedge funds are classified within either Level 2 (redeemable within 90 days) or Level 3 (redeemable beyond 90 days) of the fair value hierarchy. |
F-33
2010 | 2009 | |||||||||||||||||||||||||||||||
Total | Level 1 | Level 2 | Level 3 | Total | Level 1 | Level 2 | Level 3 | |||||||||||||||||||||||||
Asset Category
|
||||||||||||||||||||||||||||||||
Equity securities
|
$ | 42 | $ | 32 | $ | 8 | $ | 2 | $ | 23 | $ | 14 | $ | 7 | $ | 2 | ||||||||||||||||
Private equity(a)
|
13 | | 2 | 11 | 11 | | | 11 | ||||||||||||||||||||||||
Absolute return (hedge funds)(b)
|
8 | | 3 | 5 | 8 | | 3 | 5 | ||||||||||||||||||||||||
Commodities, fixed income and other
|
15 | 1 | 13 | 1 | 8 | 1 | 6 | 1 | ||||||||||||||||||||||||
Total
|
$ | 78 | $ | 33 | $ | 26 | $ | 19 | $ | 50 | $ | 15 | $ | 16 | $ | 19 | ||||||||||||||||
(a) | Private equity includes a diversified range of strategies, including buyout funds, distressed funds, venture and growth equity funds and mezzanine funds. | |
(b) | Absolute return hedge funds primarily include fund of funds that invest in a diversified portfolio of other hedge funds that employ a range of investment strategies and fixed income/multi-strategy absolute return funds, which invest in multiple investment strategies with the intent of diversifying risk and reducing volatility. |
Equity |
Private |
Absolute |
||||||||||||||||||
Securities | Equity | Return | Other | Total | ||||||||||||||||
Level 3 balance 12/31/08
|
$ | 3 | $ | 10 | $ | 8 | $ | 1 | $ | 22 | ||||||||||
Unrealized gains, net
|
1 | | 1 | | 2 | |||||||||||||||
Purchases/(sales), net
|
| 1 | (2 | ) | | (1 | ) | |||||||||||||
Transfers out, net
|
(2 | ) | | (2 | ) | | (4 | ) | ||||||||||||
Level 3 balance 12/31/09
|
2 | 11 | 5 | 1 | 19 | |||||||||||||||
Realized gains, net
|
| 1 | | | 1 | |||||||||||||||
Transfers out, net
|
| (1 | ) | | | (1 | ) | |||||||||||||
Level 3 balance 12/31/10
|
$ | 2 | $ | 11 | $ | 5 | $ | 1 | $ | 19 | ||||||||||
F-34
Other |
||||||||
Pension | Benefits | |||||||
2011
|
$ | 8 | $ | 1 | ||||
2012
|
9 | 1 | ||||||
2013
|
9 | 1 | ||||||
2014
|
10 | 1 | ||||||
2015
|
11 | 1 | ||||||
2016 2020
|
64 | 6 |
F-35
NOTE 14 | COMPREHENSIVE INCOME |
Year Ended December 31, | ||||||||||||
2010 | 2009 | 2008 | ||||||||||
(In millions) | ||||||||||||
Net income
|
$ | 329 | $ | 263 | $ | 224 | ||||||
Other comprehensive (loss) income:
|
||||||||||||
Net foreign currency translation adjustment
|
(53 | ) | 81 | (138 | ) | |||||||
Net change in postretirement benefit plans, net of tax
|
(4 | ) | (3 | ) | (14 | ) | ||||||
Other comprehensive (loss) income
|
(57 | ) | 78 | (152 | ) | |||||||
Comprehensive income
|
$ | 272 | $ | 341 | $ | 72 | ||||||
Net change in postretirement benefit plans, net of tax:
|
||||||||||||
Prior service cost from plan amendment, net of tax benefit of $1
in 2010
|
$ | (2 | ) | $ | (1 | ) | $ | (1 | ) | |||
Net actuarial loss arising during the period, net of tax benefit
of $2, $2 and $7, respectively
|
(4 | ) | (3 | ) | (15 | ) | ||||||
Unrealized changes in postretirement benefit plans, net of tax:
|
||||||||||||
Amortization of prior service costs, net of tax
|
1 | 1 | 1 | |||||||||
Amortization of net actuarial loss, net of tax
|
1 | | 1 | |||||||||
Total amortization from accumulated other comprehensive income
into net periodic benefit cost, net of tax
|
2 | 1 | 2 | |||||||||
Net change in postretirement benefit plans, net of tax
|
$ | (4 | ) | $ | (3 | ) | $ | (14 | ) | |||
2010 | 2009 | |||||||
Post retirement benefit plans
|
$ | (36 | ) | $ | (32 | ) | ||
Cumulative currency translation adjustment
|
394 | 447 | ||||||
Total
|
358 | 415 | ||||||
NOTE 15 | OPERATING LEASES |
2011 | 2012 | 2013 | 2014 | 2015 | Thereafter | |||||||||||||||||||
Minimum rental payments
|
$ | 48 | $ | 39 | $ | 28 | $ | 17 | $ | 15 | $ | 29 |
NOTE 16 | WARRANTIES |
F-36
2010 | 2009 | 2008 | ||||||||||
Warranty accrual 1/1
|
$ | 34 | $ | 32 | $ | 32 | ||||||
Accruals for product warranties issued in the period
|
22 | 23 | 23 | |||||||||
Payments
|
(28 | ) | (18 | ) | (22 | ) | ||||||
Changes in pre-existing warranties
|
8 | (3 | ) | (1 | ) | |||||||
Warranty accrual 12/31
|
$ | 36 | $ | 34 | $ | 32 | ||||||
NOTE 17 | CONTINGENCIES AND OTHER LEGAL MATTERS |
F-37
NOTE 18 | RELATED PARTY TRANSACTIONS AND PARENT COMPANY EQUITY |
F-38
December 31, | ||||||||||||
2010 | 2009 | 2008 | ||||||||||
(In millions) | ||||||||||||
Intercompany sales and purchases, net
|
$ | 1 | $ | 5 | $ | 4 | ||||||
Intercompany dividends
|
(180 | ) | (110 | ) | (51 | ) | ||||||
Cash pooling and general financing activities
|
(235 | ) | (339 | ) | (417 | ) | ||||||
Cash transfers for acquisitions, divestitures and investments
|
1,012 | 29 | 14 | |||||||||
Corporate allocations including income taxes
|
162 | 125 | 143 | |||||||||
Total net transfers from/(to) parent
|
$ | 760 | $ | (290 | ) | $ | (307 | ) | ||||
NOTE 19 | SEGMENT INFORMATION |
F-39
Revenue | Operating Income | Operating Margin | ||||||||||||||||||||||||||||||||||
2010 | 2009 | 2008 | 2010 | 2009 | 2008 | 2010 | 2009 | 2008 | ||||||||||||||||||||||||||||
Water Infrastructure
|
$ | 1,930 | $ | 1,651 | $ | 1,824 | $ | 276 | $ | 227 | $ | 220 | 14.3 | % | 13.7 | % | 12.1 | % | ||||||||||||||||||
Applied Water
|
1,327 | 1,254 | 1,527 | 158 | 109 | 162 | 11.9 | % | 8.7 | % | 10.6 | % | ||||||||||||||||||||||||
Eliminations/Other(a)
|
(55 | ) | (56 | ) | (60 | ) | (46 | ) | (60 | ) | (67 | ) | | % | | % | | % | ||||||||||||||||||
Total
|
$ | 3,202 | $ | 2,849 | $ | 3,291 | $ | 388 | $ | 276 | $ | 315 | 12.1 | % | 9.7 | % | 9.6 | % | ||||||||||||||||||
(a) | Other consists of allocated ITT corporate office expenses including compensation, benefits, occupancy, depreciation, and other administrative costs, as well as charges related to certain matters, such as environmental liabilities, that are managed at a corporate level and are not included in the business segments in evaluating performance or allocating resources. |
Total Assets | Capital Expenditures | Depreciation and Amortization | ||||||||||||||||||||||||||||||
2010 | 2009 | 2010 | 2009 | 2008 | 2010 | 2009 | 2008 | |||||||||||||||||||||||||
Water Infrastructure
|
$ | 2,377 | $ | 1,278 | $ | 55 | $ | 33 | $ | 40 | $ | 60 | $ | 38 | $ | 33 | ||||||||||||||||
Applied Water
|
1,209 | 1,214 | 38 | 27 | 26 | 30 | 30 | 29 | ||||||||||||||||||||||||
Other(a)
|
149 | 43 | 1 | 2 | 1 | 2 | 2 | | ||||||||||||||||||||||||
Total
|
$ | 3,735 | $ | 2,535 | $ | 94 | $ | 62 | $ | 67 | $ | 92 | $ | 70 | $ | 62 | ||||||||||||||||
(a) | Other consists of allocated ITT corporate assets, which principally consist of deferred tax assets, certain property, plant and equipment, and other assets. |
Plant, Property & |
||||||||||||||||||||
Revenue(A) | Equipment, Net | |||||||||||||||||||
2010 | 2009 | 2008 | 2010 | 2009 | ||||||||||||||||
Geographic Information
|
||||||||||||||||||||
United States
|
$ | 1,125 | $ | 956 | $ | 1,104 | $ | 168 | $ | 73 | ||||||||||
Europe
|
1,262 | 1,217 | 1,416 | 219 | 196 | |||||||||||||||
Asia Pacific
|
343 | 269 | 303 | 49 | 46 | |||||||||||||||
Other
|
472 | 407 | 468 | 18 | 19 | |||||||||||||||
Total
|
$ | 3,202 | $ | 2,849 | $ | 3,291 | $ | 454 | $ | 334 | ||||||||||
(a) | Revenue to external customers is attributed to individual regions based upon the destination of product or service delivery. |
F-40
Revenue | ||||||||||||
2010 | 2009 | 2008 | ||||||||||
Pumps, accessories, parts and service
|
$ | 2,671 | $ | 2,376 | $ | 2,738 | ||||||
Other(a)
|
531 | 473 | 553 | |||||||||
Total
|
$ | 3,202 | $ | 2,849 | $ | 3,291 | ||||||
(a) | Other includes treatment equipment, analytical instrumentation, valves, heat exchangers, and controls |
NOTE 20 | SUBSEQUENT EVENT |
NOTE 21 | IMMATERIAL CORRECTIONS |
F-41
2009 | ||||||||||||
As |
||||||||||||
Previously |
As |
|||||||||||
Reported | Adjustments | Adjusted | ||||||||||
Adjustments to Combined Statement of Cash Flows:
|
||||||||||||
Changes in receivables
|
$ | 32 | $ | 13 | $ | 45 | ||||||
Net Cash Operating activities
|
357 | 13 | 370 | |||||||||
Net transfer from/(to) parent
|
(279 | ) | (13 | ) | (292 | ) | ||||||
Net Cash Financing activities
|
(279 | ) | (13 | ) | (292 | ) | ||||||
Adjustments to Combined Statement of Parent Company Equity
and Comprehensive Income:
|
||||||||||||
Net (decrease) in parent company investment
|
$ | (218 | ) | $ | (72 | ) | $ | (290 | ) | |||
Net foreign currency translation adjustments
|
22 | 59 | 81 | |||||||||
Comprehensive Income
|
282 | 59 | 341 |
2008 | ||||||||||||
As |
||||||||||||
Previously |
As |
|||||||||||
Reported | Adjustments | Adjusted | ||||||||||
Adjustments to Combined Statement of Cash Flows:
|
||||||||||||
Change in receivables
|
$ | 50 | $ | (13 | ) | $ | 37 | |||||
Net Cash Operating activities
|
421 | (13 | ) | 408 | ||||||||
Net transfer from/(to) parent
|
(397 | ) | 56 | (341 | ) | |||||||
Net Cash Financing activities
|
(397 | ) | 56 | (341 | ) | |||||||
Exchange rate effects on cash and cash equivalents
|
34 | (43 | ) | (9 | ) | |||||||
Adjustments to Combined Statement of Parent Company Equity
and Comprehensive Income:
|
||||||||||||
Net (decrease) in parent company investment
|
$ | (379 | ) | $ | 72 | $ | (307 | ) | ||||
Net foreign currency translation adjustments
|
(79 | ) | (59 | ) | (138 | ) | ||||||
Comprehensive Income
|
131 | (59 | ) | 72 | ||||||||
Parent Company Investment
|
1,227 | 72 | 1,299 | |||||||||
Accumulated Other Comprehensive Income
|
396 | (59 | ) | 337 | ||||||||
Total Parent Company Equity
|
1,623 | 13 | 1,636 |
F-42
Period Ended June 30
|
2011 | 2010 | ||||||
(Unaudited) |
||||||||
(In millions) | ||||||||
Net sales
|
$ | 1,861 | $ | 1,461 | ||||
Costs of sales
|
1,145 | 915 | ||||||
Gross profit
|
716 | 546 | ||||||
Selling, general and administrative expenses
|
450 | 334 | ||||||
Research and development expenses
|
50 | 35 | ||||||
Restructuring, net
|
| 7 | ||||||
Operating income
|
216 | 170 | ||||||
Other (expense), net
|
| (3 | ) | |||||
Income before income tax expense
|
216 | 167 | ||||||
Income tax expense
|
66 | 26 | ||||||
Net income
|
$ | 150 | $ | 141 | ||||
F-44
ITT |
||||||||||||
Dividend |
||||||||||||
Pro Forma |
||||||||||||
June 30, |
June 30, |
|||||||||||
2011 | 2011 | December 31, 2010 | ||||||||||
(Unaudited) |
||||||||||||
(In millions) | ||||||||||||
ASSETS
|
||||||||||||
Current assets:
|
||||||||||||
Cash and cash equivalents
|
$ | 138 | $ | 138 | $ | 131 | ||||||
Receivables, net
|
771 | 771 | 690 | |||||||||
Inventories, net
|
436 | 436 | 389 | |||||||||
Prepaid expenses
|
70 | 70 | 79 | |||||||||
Other current assets
|
56 | 56 | 47 | |||||||||
Total current assets
|
1,471 | 1,471 | 1,336 | |||||||||
Plant, property and equipment, net
|
467 | 467 | 454 | |||||||||
Goodwill
|
1,492 | 1,492 | 1,437 | |||||||||
Other intangible assets, net
|
417 | 417 | 416 | |||||||||
Other non-current assets
|
102 | 102 | 92 | |||||||||
Total non-current assets
|
2,478 | 2,478 | 2,399 | |||||||||
Total assets
|
$ | 3,949 | $ | 3,949 | $ | 3,735 | ||||||
LIABILITIES AND PARENT COMPANY EQUITY | ||||||||||||
Current liabilities:
|
||||||||||||
Accounts payable
|
$ | 307 | $ | 307 | $ | 309 | ||||||
Accrued and other current liabilities
|
395 | 395 | 340 | |||||||||
Total current liabilities
|
702 | 702 | 649 | |||||||||
Postretirement benefits
|
174 | 174 | 163 | |||||||||
Deferred income tax liability
|
98 | 98 | 99 | |||||||||
Dividend payable to ITT
|
817 | | | |||||||||
Other non-current liabilities
|
111 | 111 | 105 | |||||||||
Total non-current liabilities
|
1,200 | 383 | 367 | |||||||||
Total liabilities
|
1,902 | 1,085 | 1,016 | |||||||||
Parent company equity:
|
||||||||||||
Parent company investment
|
1,545 | 2,362 | 2,361 | |||||||||
Accumulated other comprehensive income
|
502 | 502 | 358 | |||||||||
Total parent company equity
|
2,047 | 2,864 | 2,719 | |||||||||
Total liabilities and parent company equity
|
$ | 3,949 | $ | 3,949 | $ | 3,735 | ||||||
F-45
Six Months Ended June 30
|
2011 | 2010 | ||||||
(Unaudited) | ||||||||
(In millions) | ||||||||
Operating Activities
|
||||||||
Net income
|
$ | 150 | $ | 141 | ||||
Non-cash adjustments to net income:
|
||||||||
Depreciation and amortization
|
68 | 39 | ||||||
Share-based compensation
|
5 | 5 | ||||||
Restructuring charges, net
|
| 7 | ||||||
Payments for restructuring
|
(6 | ) | (15 | ) | ||||
Changes in assets and liabilities (net of acquisitions):
|
||||||||
Change in receivables
|
(54 | ) | (45 | ) | ||||
Change in inventories
|
(31 | ) | (33 | ) | ||||
Change in accounts payable
|
(14 | ) | 26 | |||||
Change in accrued liabilities
|
3 | (4 | ) | |||||
Change in accrued taxes
|
26 | (11 | ) | |||||
Change in other assets
|
1 | (2 | ) | |||||
Change in other liabilities
|
10 | 5 | ||||||
Other, net
|
3 | 5 | ||||||
Net Cash Operating activities
|
161 | 118 | ||||||
Investing Activities
|
||||||||
Capital expenditures
|
(53 | ) | (24 | ) | ||||
Acquisitions, net of cash acquired
|
| (391 | ) | |||||
Other, net
|
5 | 1 | ||||||
Net Cash Investing activities
|
(48 | ) | (414 | ) | ||||
Financing Activities
|
||||||||
Net transfer (to)/from parent
|
(112 | ) | 326 | |||||
Net Cash Financing activities
|
(112 | ) | 326 | |||||
Exchange rate effects on cash and cash equivalents
|
6 | (5 | ) | |||||
Net change in cash and cash equivalents
|
7 | 25 | ||||||
Cash and cash equivalents beginning of year
|
131 | 81 | ||||||
Cash and Cash Equivalents End of Period
|
$ | 138 | $ | 106 | ||||
Supplemental Disclosures of Cash Flow Information
|
||||||||
Cash paid during the period for:
|
||||||||
Income taxes (net of refunds received)
|
$ | 18 | $ | 34 |
F-46
Six Months Ended June 30
|
2011 | 2010 | ||||||
(Unaudited) | ||||||||
Net income
|
$ | 150 | $ | 141 | ||||
Other comprehensive income (loss):
|
||||||||
Net change in postretirement benefit plans
|
1 | 1 | ||||||
Net foreign currency translation adjustment
|
143 | (144 | ) | |||||
Other comprehensive income (loss)
|
144 | (143 | ) | |||||
Comprehensive income
|
$ | 294 | $ | (2 | ) | |||
F-47
NOTE 1 | SEPARATION FROM ITT CORPORATION AND BASIS OF PRESENTATION |
F-48
F-49
NOTE 2 | NEW ACCOUNTING PRONOUNCEMENTS |
F-50
NOTE 3 | ACQUISITIONS |
NOTE 4 | INCOME TAXES |
F-51
NOTE 5 | RECEIVABLES, NET |
June 30, |
December 31, |
|||||||
2011 | 2010 | |||||||
Trade accounts receivable
|
$ | 782 | $ | 703 | ||||
Other
|
20 | 19 | ||||||
Receivables, gross
|
802 | 722 | ||||||
Allowance for doubtful accounts
|
(26 | ) | (25 | ) | ||||
Allowance for cash discounts
|
(5 | ) | (7 | ) | ||||
Receivables, net
|
$ | 771 | $ | 690 | ||||
NOTE 6 | INVENTORIES, NET |
June 30, |
December 31, |
|||||||
2011 | 2010 | |||||||
Finished goods
|
$ | 180 | $ | 166 | ||||
Work in process
|
33 | 32 | ||||||
Raw materials
|
223 | 191 | ||||||
Inventories, net
|
$ | 436 | $ | 389 | ||||
NOTE 7 | PLANT, PROPERTY AND EQUIPMENT, NET |
June 30, |
December 31, |
|||||||
2011 | 2010 | |||||||
Land and improvements
|
$ | 21 | $ | 20 | ||||
Buildings and improvements
|
214 | 200 | ||||||
Machinery and equipment
|
602 | 567 | ||||||
Equipment held for lease or rental
|
149 | 129 | ||||||
Furniture, fixtures and office equipment
|
84 | 81 | ||||||
Construction work in progress
|
48 | 51 | ||||||
Other
|
23 | 15 | ||||||
Plant, property and equipment, gross
|
1,141 | 1,063 | ||||||
Less accumulated depreciation
|
(674 | ) | (609 | ) | ||||
Plant, property and equipment, net
|
$ | 467 | $ | 454 | ||||
F-52
NOTE 8 | GOODWILL AND OTHER INTANGIBLE ASSETS, NET |
Water |
||||||||||||
Infrastructure | Applied Water | Total | ||||||||||
Goodwill 12/31/2010
|
$ | 873 | $ | 564 | $ | 1,437 | ||||||
Foreign currency
|
39 | 16 | 55 | |||||||||
Goodwill 6/30/2011
|
$ | 912 | $ | 580 | $ | 1,492 | ||||||
June 30, 2011 | December 31, 2010 | |||||||||||||||||||||||
Gross |
Gross |
|||||||||||||||||||||||
Carrying |
Accumulated |
Net |
Carrying |
Accumulated |
Net |
|||||||||||||||||||
Amount | Amortization | Intangibles | Amount | Amortization | Intangibles | |||||||||||||||||||
Customer and distributor relationships
|
$ | 282 | $ | (42 | ) | $ | 240 | $ | 270 | $ | (29 | ) | $ | 241 | ||||||||||
Proprietary technology
|
70 | (21 | ) | 49 | 68 | (18 | ) | 50 | ||||||||||||||||
Trademarks
|
34 | (10 | ) | 24 | 33 | (9 | ) | 24 | ||||||||||||||||
Patents and other
|
22 | (15 | ) | 7 | 21 | (13 | ) | 8 | ||||||||||||||||
Indefinite-lived intangibles
|
97 | | 97 | 93 | | 93 | ||||||||||||||||||
Other intangibles
|
$ | 505 | $ | (88 | ) | $ | 417 | $ | 485 | $ | (69 | ) | $ | 416 | ||||||||||
NOTE 9 | ACCOUNTS PAYABLE |
June 30, |
December 31, |
|||||||
2011 | 2010 | |||||||
Trade accounts payable
|
$ | 296 | $ | 297 | ||||
Other
|
11 | 12 | ||||||
Accounts payable
|
$ | 307 | $ | 309 | ||||
F-53
NOTE 10 | ACCRUED AND OTHER CURRENT LIABILITIES |
June 30, |
December 31, |
|||||||
2011 | 2010 | |||||||
Compensation and other employee-benefits
|
$ | 167 | $ | 161 | ||||
Customer-related liabilities
|
32 | 25 | ||||||
Accrued warranty costs
|
33 | 36 | ||||||
Accrued income taxes
|
58 | 20 | ||||||
Deferred income tax liability
|
15 | 12 | ||||||
Other accrued liabilities
|
90 | 86 | ||||||
Accrued and other current liabilities
|
$ | 395 | $ | 340 | ||||
NOTE 11 | POSTRETIREMENT BENEFIT PLANS |
2011 | 2010 | |||||||||||||||||||||||||||||||||||||||
Total |
Other |
Total |
Other |
|||||||||||||||||||||||||||||||||||||
U.S. | Intl | Pension | Benefits | Total | U.S. | Intl | Pension | Benefits | Total | |||||||||||||||||||||||||||||||
Net periodic benefit cost
|
||||||||||||||||||||||||||||||||||||||||
Service cost
|
$ | 1 | $ | 2 | $ | 3 | $ | | $ | 3 | $ | 1 | $ | 1 | $ | 2 | $ | | $ | 2 | ||||||||||||||||||||
Interest cost
|
2 | 4 | 6 | | 6 | 2 | 3 | 5 | | 5 | ||||||||||||||||||||||||||||||
Expected return on plan assets
|
(2 | ) | (1 | ) | (3 | ) | | (3 | ) | (2 | ) | | (2 | ) | | (2 | ) | |||||||||||||||||||||||
Amortization of net actuarial loss
|
| 1 | 1 | | 1 | | 1 | 1 | | 1 | ||||||||||||||||||||||||||||||
Net periodic benefit cost
|
$ | 1 | $ | 6 | $ | 7 | $ | | $ | 7 | $ | 1 | $ | 5 | $ | 6 | $ | | $ | 6 | ||||||||||||||||||||
NOTE 12 | SHARE-BASED PAYMENTS |
F-54
June 30, 2011 | June 30, 2010 | |||||||||||||||||||||||
Other |
Other |
|||||||||||||||||||||||
Water Co |
Employee |
Water Co |
Employee |
|||||||||||||||||||||
Compensation Cost
|
Employees | Allocations | 2011 Total | Employees | Allocations | 2010 Total | ||||||||||||||||||
Equity-based awards
|
$ | 1 | $ | 3 | $ | 4 | $ | 1 | $ | 3 | $ | 4 | ||||||||||||
Liability-based awards
|
1 | 1 | 2 | 1 | | 1 | ||||||||||||||||||
Total
|
$ | 2 | $ | 4 | $ | 6 | $ | 2 | $ | 3 | $ | 5 | ||||||||||||
NOTE 13 | WARRANTIES |
2011 | 2010 | |||||||
Warranty accrual 1/1
|
$ | 36 | $ | 34 | ||||
Accruals for product warranties issued in the period
|
8 | 15 | ||||||
Payments
|
(11 | ) | (12 | ) | ||||
Warranty accrual 6/30
|
$ | 33 | $ | 37 | ||||
NOTE 14 | RELATED PARTY TRANSACTIONS AND PARENT COMPANY EQUITY |
F-55
NOTE 15 | CONTINGENCIES AND OTHER LEGAL MATTERS |
F-56
NOTE 16 | SEGMENT INFORMATION |
Revenue | Operating Income | Operating Margin | ||||||||||||||||||||||
Six Months Ended June 30
|
2011 | 2010 | 2011 | 2010 | 2011 | 2010 | ||||||||||||||||||
Water Infrastructure
|
$ | 1,153 | $ | 820 | $ | 158 | $ | 103 | 13.7 | % | 12.6 | % | ||||||||||||
Applied Water
|
740 | 669 | 97 | 92 | 13.1 | % | 13.8 | % | ||||||||||||||||
Eliminations
|
(32 | ) | (28 | ) | | | | | ||||||||||||||||
Corporate and Other
|
| | (39 | ) | (25 | ) | | | ||||||||||||||||
Total
|
$ | 1,861 | $ | 1,461 | $ | 216 | $ | 170 | 11.6 | % | 11.6 | % | ||||||||||||
F-57
NOTE 17 | SUBSEQUENT EVENT |
F-58
F-59
(In thousands) | ||||
Product revenue
|
$ | 69,658 | ||
Rental and service revenue
|
75,559 | |||
Total revenues
|
145,217 | |||
Cost of product revenue
|
44,472 | |||
Cost of rental and service revenues
|
26,718 | |||
Total cost of revenues
|
71,190 | |||
Gross profit
|
74,027 | |||
Selling, general and administrative expenses
|
47,832 | |||
Operating income
|
26,195 | |||
Other expense:
|
||||
Loss on foreign currency forward contracts
|
290 | |||
Interest and other expense, net
|
242 | |||
Total other expense
|
532 | |||
Income before income taxes
|
25,663 | |||
Income tax expense
|
832 | |||
Net income
|
24,831 | |||
Retained earnings, beginning
|
144,305 | |||
Shareholders distributions
|
(37,138 | ) | ||
Retained earnings, ending
|
$ | 131,998 | ||
F-60
(In thousands) | ||||
Cash flows from operating activities
|
||||
Net income
|
$ | 24,831 | ||
Non-cash adjustments to reconcile net income to net cash
provided by operating activities:
|
||||
Depreciation and amortization
|
10,221 | |||
Deferred income taxes
|
(79 | ) | ||
Payments less than expense for retirement plan
|
(64 | ) | ||
Loss on foreign currency forward contracts
|
290 | |||
Change in:
|
||||
Accounts receivables
|
(608 | ) | ||
Inventories
|
3,162 | |||
Prepaid expenses and other assets
|
121 | |||
Accounts payables and accrued expense
|
928 | |||
Income taxes payable
|
630 | |||
Proceeds from settlement of foreign currency forward contracts
|
1,015 | |||
Cash provided by operating activities
|
$ | 40,447 | ||
Cash flows from investing activities
|
||||
Purchases of property and equipment
|
$ | (11,103 | ) | |
Proceeds from sale of property and equipment to third parties
|
1,912 | |||
Proceeds from sale of property and equipment to related party
|
1,700 | |||
Cash used in investing activities
|
$ | (7,491 | ) | |
Cash flows from financing activities
|
||||
Shareholders distributions
|
$ | (33,769 | ) | |
Repayments of borrowings to related parties
|
(2,411 | ) | ||
Repayments of borrowings to unrelated parties
|
(3,464 | ) | ||
Cash used in financing activities
|
(39,644 | ) | ||
Effect of exchange rates on cash and cash equivalents
|
(161 | ) | ||
Net decrease in cash and cash equivalents
|
(6,849 | ) | ||
Cash and cash equivalents, beginning of period
|
8,113 | |||
Cash and cash equivalents, end of period
|
$ | 1,264 | ||
Supplemental disclosure of cash flow information
|
||||
Cash paid for interest
|
$ | 13 | ||
Cash paid for taxes, net of refunds
|
$ | 692 | ||
Noncash investing and financing activities
|
||||
Distribution of net assets to Shareholders
|
$ | 3,354 | ||
Forgiveness of related party debt, recognized as a distribution
to shareholders
|
$ | 9,181 | ||
F-61
1. | Description of Business and Basis of Presentation |
2. | Summary of Significant Accounting Principles |
F-62
| Components and finished equipment actual cost | |
| Spare parts average cost (approximates the first-in, first-out method) |
Buildings and improvements
|
50 years | |
Machinery and equipment Rental
|
5 to 10 years | |
Hose, pipe and fittings Rental
|
3 to 5 years | |
Plant machinery and equipment
|
7 years | |
Vehicles
|
5 years | |
Office furniture and equipment
|
10 years | |
Leasehold improvements
|
Lease term |
F-63
Net income
|
$ | 24,831 | ||
Foreign currency translation adjustment
|
(1,750 | ) | ||
Pension liability adjustments
|
(255 | ) | ||
Total comprehensive income
|
$ | 22,826 | ||
F-64
3. | Derivative Financial Instrument |
4. | Income Taxes |
Current income taxes:
|
||||
State
|
$ | 167 | ||
Foreign
|
743 | |||
Total
|
910 | |||
Deferred income taxes:
|
||||
State
|
(6 | ) | ||
Foreign
|
(72 | ) | ||
Total
|
(78 | ) | ||
Total taxes
|
$ | 832 | ||
F-65
5. | Retirement Benefits |
Net periodic pension cost
|
$ | 427,000 | ||
Employer contributions
|
$ | 404,000 | ||
Participant contributions
|
$ | 139,000 | ||
Benefits paid
|
$ | 389,000 | ||
Related to net periodic pension cost:
|
||||
Weighted average discount rate
|
6.0 | % | ||
Expected long-term rate of return on plan assets
|
7.5 | % | ||
Expected rate of salary increases
|
2.9 | % |
6. | Related Party Transactions |
F-66
7. | Commitments and Contingencies |
Period from August 3 to December 31, 2010
|
$ | 2,239 | ||
2011
|
5,256 | |||
2012
|
4,453 | |||
2013
|
3,116 | |||
2014
|
1,649 | |||
2015
|
972 | |||
Total
|
$ | 17,685 | ||
F-67
8. | Subsequent Events |
F-68
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