-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, BncD6YcWFo8bg2tGT46w5bmaM7wOdTf+nxwedLR50CEew2Yauk5QWyvqv3wLsvZs PQS2/qS9WBKwPg7JP7YBZQ== 0000950128-98-000887.txt : 19980630 0000950128-98-000887.hdr.sgml : 19980630 ACCESSION NUMBER: 0000950128-98-000887 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19971231 FILED AS OF DATE: 19980629 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: INTERNATIONAL TECHNOLOGY CORP CENTRAL INDEX KEY: 0000731190 STANDARD INDUSTRIAL CLASSIFICATION: HAZARDOUS WASTE MANAGEMENT [4955] IRS NUMBER: 330001212 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 11-K SEC ACT: SEC FILE NUMBER: 001-09037 FILM NUMBER: 98656915 BUSINESS ADDRESS: STREET 1: 2790 MOSSIDE BLVD CITY: MONROEVILLE STATE: PA ZIP: 15146 BUSINESS PHONE: 4123727701 MAIL ADDRESS: STREET 1: 23456 HAWTHORNE BLVD CITY: TORRANCE STATE: CA ZIP: 90505 11-K 1 INTERNATIONAL TECHNOLOGY CORPORATION 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 11-K ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED] FOR THE FISCAL YEAR ENDED DECEMBER 31, 1997 COMMISSION FILE NUMBER 1-9037 A. Full title of the Plan and the address of the Plan, if different from that of the issuer named below: The IT Corporation Retirement Plan. B. Name of issuer of the securities held pursuant to the Plan and the address of its principal executive office: International Technology Corporation, 2790 Mosside Boulevard, Monroeville, PA 15146. 2 Audited Financial Statements and Supplemental Schedules The IT Corporation Retirement Plan Years ended December 31, 1997 and 1996 with Report of Independent Auditors 3 The IT Corporation Retirement Plan Audited Financial Statements and Supplemental Schedules Years ended December 31, 1997 and 1996 CONTENTS Report of Independent Auditors.........................................1 Audited Financial Statements Statements of Net Assets Available for Benefits........................2 Statements of Changes in Net Assets Available for Benefits.............3 Notes to Financial Statements..........................................4 Supplemental Schedules Item 27a--Schedule of Assets Held for Investment Purposes.............14 Item 27d--Schedule of Reportable Transactions.........................15 4 Report of Independent Auditors IT Corporation as Plan Administrator of The IT Corporation Retirement Plan We have audited the accompanying statements of net assets available for benefits of The IT Corporation Retirement Plan (the Plan) as of December 31, 1997 and 1996, and the related statements of changes in net assets available for benefits for the years then ended. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan at December 31, 1997 and 1996, and the changes in its net assets available for benefits for the years then ended, in conformity with generally accepted accounting principles. Our audits were made for the purpose of forming an opinion on the basic financial statements taken as a whole. The accompanying supplemental schedule of assets held for investment purposes as of December 31, 1997, and schedule of reportable transactions for the year then ended, are presented for purposes of complying with the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974, and are not a required part of the basic financial statements. The supplemental schedules have been subjected to the auditing procedures applied in our audits of the basic financial statements and, in our opinion, are fairly stated in all material respects in relation to the basic financial statements taken as a whole. Ernst & Young LLP Pittsburgh, Pennsylvania May 28, 1998 -1- 5 The IT Corporation Retirement Plan Statements of Net Assets Available for Benefits
DECEMBER 31 1997 1996 --------------------------------- ASSETS Investments, at fair value $105,679,016 $88,262,190 Receivables: Employer contributions 2,310,561 1,643,637 Employee contributions 561,728 507,807 ------------ ----------- 2,872,289 2,151,444 ------------ ----------- Net assets available for benefits $108,551,305 $90,413,634 ============ ===========
See accompanying notes. -2- 6 The IT Corporation Retirement Plan Statements of Changes in Net Assets Available for Benefits
YEAR ENDED DECEMBER 31 1997 1996 --------------------------------- Additions to net assets attributed to: Investment income: Interest and dividend income $ 6,356,791 $ 8,735,917 Net appreciation in market value of investments 11,942,887 403,261 ------------ ----------- Net investment income 18,299,678 9,139,178 Contributions: Employer contributions 3,582,958 3,608,665 Employee contributions 6,844,668 6,020,201 Transfers in 2,233,886 315 ------------ ----------- Total additions 30,961,190 18,768,359 Deductions from net assets attributed to benefit and withdrawal payments to participants 12,823,519 8,247,221 ------------ ----------- Net increase in net assets available for benefits 18,137,671 10,521,138 Net assets available for benefits: Beginning of year 90,413,634 79,892,496 ------------ ----------- End of year $108,551,305 $90,413,634 ============ ===========
See accompanying notes. -3- 7 The IT Corporation Retirement Plan Notes to Financial Statements December 31, 1997 1. DESCRIPTION OF PLAN The following description of The IT Corporation Retirement Plan (the Plan) provides only general information. Participants should refer to the plan agreement for a more complete description of the Plan's provisions. GENERAL The IT Corporation Retirement Plan is a defined contribution profit sharing plan which covers substantially all employees of International Technology Corporation (the Company). The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA). CONTRIBUTIONS The Plan requires a minimum annual employee contribution of 3% of participants' eligible compensation, and a maximum annual contribution of up to 15% of eligible compensation. Additionally, the Company contributes up to 2% of participants' eligible compensation by matching 50% of each participant's contribution (up to 4% of eligible compensation) to the Plan. In addition, the Company may, in its sole discretion, contribute a discretionary amount determined by the Company's board of directors based on the financial success of the Company. This amount is allocated to participants' accounts based on the amount of compensation deferred by each participant. No discretionary contributions were made by the Company for the years ended December 31, 1997 or 1996. PARTICIPANT ACCOUNTS Each participant elects a fund or a combination of funds for the investment of their account. The income of the Plan, together with any gains in the value of the investments, increases participants' accounts proportionately based on their account balances to total account balances. Losses reduce participants' accounts in the same manner. Forfeited balances of terminated participants' nonvested accounts are used to reduce future company contributions and to pay administrative expenses of the Plan. -4- 8 The IT Corporation Retirement Plan Notes to Financial Statements (continued) 1. DESCRIPTION OF PLAN (CONTINUED) VESTING Employees are eligible to become participants of the Plan one year after their hire date. Participants are immediately vested in their contributions plus actual earnings thereon. Participants become vested in employer contributions at the rate of 20% after two years of service and an additional 20% for each year of service thereafter until participants are 100% vested after six years of service. INVESTMENT OPTIONS Upon enrollment in the Plan, a participant may direct employer and employee contributions in any of nine investment options, all of which are managed by Fidelity Investments: Asset Manager Fund--Invests in domestic and foreign stocks, bonds and short-term instruments of the U.S. and foreign issuers. Asset Manager Growth Fund--Invests in stocks, bonds and short-term instruments. Asset Manager Income Fund--Invests in bonds and short-term instruments and a small amount of common stock. Company Stock Fund--Invests primarily in the common stock of International Technology Corporation. The remainder is held in cash or short-term instruments. Equity Income Fund--Invests in income-producing common and preferred stocks and bonds. Intermediate Bond Fund--Invests in corporate debt obligations and U.S. Government or agencies obligations. Magellan Fund--Invests in common stocks and securities convertible to common stock issued by companies operating in the U.S. or abroad. Overseas Fund--Invests in common stocks and debt instruments of foreign business and governments. -5- 9 The IT Corporation Retirement Plan Notes to Financial Statements (continued) 1. DESCRIPTION OF PLAN (CONTINUED) INVESTMENT OPTIONS (CONTINUED) Retirement Money Market Fund--Invests in high quality, U.S. dollar-denominated money market instruments of U.S. and foreign issuers. Participants may change their investment options on a daily basis. PARTICIPANT NOTES RECEIVABLE Participants may borrow from their fund accounts a minimum of $1,000 up to a maximum of the lesser of $50,000 or 50% of their vested account balance. Loan terms range from six months to three years. The loans are secured by the balance in the participant's account and bear interest at rates between 9.75% and 10%. Principal and interest is paid ratably through monthly payroll deductions. PLAN TERMINATION Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA. In the event of plan termination, participants will become 100% vested in their accounts. 2. SUMMARY OF ACCOUNTING POLICIES BASIS OF ACCOUNTING The accounting records of the Plan are maintained on the accrual basis. -6- 10 The IT Corporation Retirement Plan Notes to Financial Statements (continued) 2. SUMMARY OF ACCOUNTING POLICIES (CONTINUED) INVESTMENT VALUATION AND INCOME RECOGNITION The Plan's investments are stated at fair value. Investments in mutual funds and common stock are valued at quoted market prices on the last business day of the plan year. The participant notes receivable are valued at cost, which approximates fair value. INVESTMENT TRANSACTIONS GAINS AND LOSSES Purchases and sales of investments are reflected on the trade dates. Realized gains and losses from investment transactions represent the difference between the proceeds received and the weighted average cost of the securities sold. Unrealized gains and losses on investments are measured by the change in the difference between the market value of the investments held at the beginning and end of the plan year. Cash dividends are recorded on the ex-dividend dates and interest is recorded as earned on the accrual basis. USE OF ESTIMATES The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. 3. INCOME TAX STATUS The Plan has received a determination letter from the Internal Revenue Service dated June 27, 1996 stating that the Plan is qualified under Section 401(a) of the Internal Revenue Code of 1986 (the Code) and that the trust, therefore, is exempt from taxation. Once qualified, the Plan is required to operate in conformity with the Code and ERISA to maintain its tax-exempt status. The Plan has been amended subsequent to the issuance of the determination letter; however, the administrator is not aware of any course of action or series of events that have occurred that might adversely affect the Plan's qualified status. -7- 11 The IT Corporation Retirement Plan Notes to Financial Statements (continued) 4. INVESTMENTS The fair value of individual investments that represent 5% or more of the Plan's net assets is as follows:
DECEMBER 31 1997 1996 ------------------------------- Equity Income Fund $30,652,302 $22,868,527 Intermediate Bond Fund 5,923,176 6,021,658 Magellan Fund 39,194,864 33,417,649 Retirement Money Market Fund 18,850,454 18,141,528
-8- 12 The IT Corporation Retirement Plan Notes to Financial Statements (continued) 4. INVESTMENTS (CONTINUED) The net assets available for benefits as of December 31, 1997 and 1996 for each investment fund are as follows:
DECEMBER 31, 1997 WITH FUND INFORMATION ------------------------------------------------------------------------------------ ASSET ASSET ASSET MANAGER MANAGER COMPANY EQUITY INTERMEDIATE MANAGER GROWTH INCOME STOCK INCOME BOND FUND FUND FUND FUND FUND FUND ------------------------------------------------------------------------------------ ASSETS Investments, at fair value $1,045,857 $2,993,805 $444,825 $402,604 $30,652,302 $5,923,176 Participant notes receivable -- -- -- -- -- -- ------------------------------------------------------------------------------------ Total investments 1,045,857 2,993,805 444,825 402,604 30,652,302 5,923,176 ------------------------------------------------------------------------------------ Receivables: Employer's contributions 33,287 97,242 11,623 11,738 524,674 106,442 Employees' contributions 10,406 35,447 3,880 2,201 150,600 24,854 ------------------------------------------------------------------------------------ Total receivables 43,693 132,689 15,503 13,939 675,274 131,296 ------------------------------------------------------------------------------------ Net assets available for benefits $1,089,550 $3,126,494 $460,328 $416,543 $31,327,576 $6,054,472 ====================================================================================
DECEMBER 31, 1997 WITH FUND INFORMATION --------------------------------------------------------------------------- RETIREMENT MONEY MAGELLAN OVERSEAS MARKET LOAN FUND FUND FUND FUND TOTAL --------------------------------------------------------------------------- ASSETS Investments, at fair $39,194,864 $4,733,770 $18,850,454 $ -- $104,241,657 value Participant notes receivable -- -- -- 1,437,359 1,437,359 --------------------------------------------------------------------------- Total investments 39,194,864 4,733,770 18,850,454 1,437,359 105,679,016 --------------------------------------------------------------------------- Receivables: Employer's contributions 694,903 142,022 688,630 -- 2,310,561 Employees' contributions 186,433 38,589 109,318 -- 561,728 --------------------------------------------------------------------------- Total receivables 881,336 180,611 797,948 -- 2,872,289 --------------------------------------------------------------------------- Net assets available for benefits $40,076,200 $4,914,381 $19,648,402 $1,437,359 $108,551,305 ===========================================================================
-9- 13 The IT Corporation Retirement Plan Notes to Financial Statements (continued) 4. INVESTMENTS (CONTINUED)
DECEMBER 31, 1996 WITH FUND INFORMATION ----------------------------------------------------------------------------------- ASSET ASSET ASSET MANAGER MANAGER COMPANY EQUITY INTERMEDIATE MANAGER GROWTH INCOME STOCK INCOME BOND FUND FUND FUND FUND FUND FUND ----------------------------------------------------------------------------------- ASSETS Investments, at fair $290,224 $1,299,593 $194,772 $371,249 $22,868,527 $6,021,658 value Participant notes receivable -- -- -- -- -- -- ----------------------------------------------------------------------------------- Total investments 290,224 1,299,593 194,772 371,249 22,868,527 6,021,658 ----------------------------------------------------------------------------------- Receivables: Employer's contributions 18,275 53,837 7,816 12,006 296,182 136,856 Employees' contributions 4,621 15,590 1,930 2,945 125,479 30,976 ----------------------------------------------------------------------------------- Total receivables 22,896 69,427 9,746 14,951 421,661 167,832 ----------------------------------------------------------------------------------- Net assets available for benefits $313,120 $1,369,020 $204,518 $386,200 $23,290,188 $6,189,490 ===================================================================================
DECEMBER 31, 1996 WITH FUND INFORMATION ----------------------------------------------------------------------- RETIREMENT MONEY MAGELLAN OVERSEAS MARKET LOAN FUND FUND FUND FUND TOTAL ----------------------------------------------------------------------- ASSETS Investments, at fair $33,417,649 $4,285,942 $18,141,528 $ -- $86,891,142 value Participant notes receivable -- -- -- 1,371,048 1,371,048 ----------------------------------------------------------------------- Total investments 33,417,649 4,285,942 18,141,528 1,371,048 88,262,190 ----------------------------------------------------------------------- Receivables: Employer's contributions 757,711 143,011 217,943 - 1,643,637 Employees' contributions 181,084 35,445 109,737 - 507,807 ---------------------------------------------------------------------- Total receivables 938,795 178,456 327,680 - 2,151,444 ---------------------------------------------------------------------- Net assets available for benefits $34,356,444 $4,464,398 $18,469,208 $1,371,048 $90,413,634 ======================================================================
14 The IT Corporation Retirement Plan Notes to Financial Statements (continued) 4. INVESTMENTS (CONTINUED) For the years ended December 31, 1997 and 1996, the changes in net assets available for plan benefits of each investment fund are as follows:
DECEMBER 31, 1997 -------------------------------------------------------------------------------------- ASSET ASSET ASSET MANAGER MANAGER COMPANY EQUITY INTERMEDIATE MANAGER GROWTH INCOME STOCK INCOME BOND FUND FUND FUND FUND FUND FUND --------------------------------------------------------------------------------------- Additions to net assets attributed to: Investment income: Interest and dividends $ 87,712 $ 315,257 $ 27,884 $ 1,460 $ 1,716,831 $ 378,809 Net appreciation (depreciation) in market value of investments 64,723 220,153 12,681 (38,564) 5,515,753 45,358 Contributions: Employer 49,680 150,650 17,958 18,993 658,037 137,066 Employee 136,566 356,433 108,579 29,356 1,710,270 331,768 Transfers in 201,810 -- -- (50) 1,417,340 -- --------------------------------------------------------------------------------------- Total additions 540,491 1,042,493 167,102 11,195 11,018,231 893,001 Deductions from net assets attributed to: Benefit and withdrawal payments 60,425 337,843 11,345 19,846 4,046,276 630,640 --------------------------------------------------------------------------------------- Increase (decrease) prior to interfund transfers 480,066 704,650 155,757 (8,651) 6,971,955 262,361 Interfund transfers (net) 296,364 1,052,824 100,053 38,994 1,065,433 (397,379) --------------------------------------------------------------------------------------- Net increase (decrease) 776,430 1,757,474 255,810 30,343 8,037,388 (135,018) Net assets available for benefits: Beginning of year 313,120 1,369,020 204,518 386,200 23,290,188 6,189,490 --------------------------------------------------------------------------------------- End of year $1,089,550 $3,126,494 $460,328 $ 416,543 $31,327,576 $ 6,054,472 =======================================================================================
DECEMBER 31, 1997 ------------------------------------------------------------------------------------ RETIREMENT MONEY MAGELLAN OVERSEAS MARKET LOAN FUND FUND FUND FUND TOTAL ------------------------------------------------------------------------------------ Additions to net assets attributed to: Investment income: Interest and dividends $ 2,576,723 $ 247,496 $ 1,004,619 $ -- $ 6,356,791 Net appreciation (depreciation) in market value of investments 5,861,194 261,589 -- -- 11,942,887 Contributions: Employer 973,530 204,504 1,372,540 -- 3,582,958 Employee 2,220,758 500,659 1,450,279 -- 6,844,668 Transfers in 574,931 -- 39,855 -- 2,233,886 ------------------------------------------------------------------------------------ Total additions 12,207,136 1,214,248 3,867,293 -- 30,961,190 Deductions from net assets attributed to: Benefit and withdrawal payments 3,812,541 696,269 2,923,122 285,212 12,823,519 ------------------------------------------------------------------------------------ Increase (decrease) prior to interfund transfers 8,394,595 517,979 944,171 (285,212) 18,137,671 Interfund transfers (net) (2,674,839) (67,996) 235,023 351,523 -- ------------------------------------------------------------------------------------ Net increase (decrease) 5,719,756 449,983 1,179,194 66,311 18,137,671 Net assets available for benefits: Beginning of year 34,356,444 4,464,398 18,469,208 1,371,048 90,413,634 ------------------------------------------------------------------------------------ End of year $ 40,076,200 $ 4,914,381 $19,648,402 $ 1,437,359 $108,551,305 ====================================================================================
-11- 15 The IT Corporation Retirement Plan Notes to Financial Statements (continued) 4. INVESTMENTS (CONTINUED)
DECEMBER 31, 1996 -------------------------------------------------------------------------------- ASSET ASSET ASSET MANAGER MANAGER COMPANY EQUITY INTERMEDIATE MANAGER GROWTH INCOME STOCK INCOME BOND FUND FUND FUND FUND FUND FUND -------------------------------------------------------------------------------- Additions to net assets attributed to: Investment income: Interest and dividends $ 19,006 $ 103,271 $ 5,396 $ 438 $ 1,415,255 $ 440,716 Net appreciation (depreciation) in market value of investments (831) 6,111 (79) (69,515) 2,333,378 (211,654) Contributions: Employer 23,349 69,065 9,952 15,858 438,171 159,205 Employee 34,533 109,419 34,097 28,794 1,334,840 399,875 Transfers in -- -- -- -- 305 -- --------------------------------------------------------------------------------- Total additions (deductions) 76,057 287,866 49,366 (24,425) 5,521,949 788,142 Deductions from net assets attributed to: Benefit and withdrawal payments 12,125 40,729 4,265 2,874 1,682,896 785,201 --------------------------------------------------------------------------------- Increase (decrease) prior to interfund transfers 63,932 247,137 45,101 (27,299) 3,839,053 2,941 Interfund transfers (net) 247,372 1,120,806 159,102 413,499 3,339,222 (659,483) --------------------------------------------------------------------------------- Net increase (decrease) 311,304 1,367,943 204,203 386,200 7,178,275 (656,542) Net assets available for benefits: Beginning of year 1,816 1,077 315 -- 16,111,913 6,846,032 --------------------------------------------------------------------------------- End of year $ 313,120 $1,369,020 $ 204,518 $ 386,200 $23,290,188 $ 6,189,490 =================================================================================
DECEMBER 31, 1996 ------------------------------------------------------------------------ RETIREMENT MONEY MAGELLAN OVERSEAS MARKET LOAN FUND FUND FUND FUND TOTAL ------------------------------------------------------------------------ Additions to net assets attributed to: Investment income: Interest and dividends $ 5,554,604 $ 267,210 $ 930,021 $ -- $ 8,735,917 Net appreciation (depreciation) in market value of investments (1,867,263) 213,114 -- -- 403,261 Contributions: Employer 1,023,894 185,034 1,684,137 -- 3,608,665 Employee 2,339,139 434,732 1,304,772 -- 6,020,201 Transfers in -- -- 10 -- 315 ------------------------------------------------------------------------ Total additions (deductions) 7,050,374 1,100,090 3,918,940 -- 18,768,359 Deductions from net assets attributed to: Benefit and withdrawal payments 2,999,928 319,275 2,266,382 133,546 8,247,221 ------------------------------------------------------------------------ Increase (decrease) prior to interfund transfers 4,050,446 780,815 1,652,558 (133,546) 10,521,138 Interfund transfers (net) (3,981,246) 462,579 (1,780,130) 678,279 -- ------------------------------------------------------------------------ Net increase (decrease) 69,200 1,243,394 (127,572) 544,733 10,521,138 Net assets available for benefits: Beginning of year 34,287,244 3,221,004 18,596,780 826,315 79,892,496 ------------------------------------------------------------------------ End of year $ 34,356,444 $4,464,398 $18,469,208 $1,371,048 $90,413,634 ========================================================================
-12- 16 The IT Corporation Retirement Plan Notes to Financial Statements (continued) 5. SUBSEQUENT EVENTS Subsequent to December 31, 1997, approximately $9,372,000 of participant accounts were transferred into the Plan, in connection with the Company's acquisitions of Pacific Environmental Group, Inc. and Jellinek, Schwartz, and Connolly, Inc. In addition, approximately $2,372,000 of participant accounts were transferred out of the Plan in February 1998 in connection with the Company's divestiture of its Wilmington, California remediation services division. In February 1998, the Company acquired OHM Corporation, a publicly-traded provider of technology-based, on-site hazardous waste remediation services in the United States. The Company plans to merge the participant accounts from OHM Corporation's Retirement Savings Plan into The IT Corporation Retirement Plan effective January 1, 1999. Net assets available for benefits in the OHM Corporation Retirement Savings Plan approximated $51,233,000 as of December 31, 1997 (unaudited). 6. YEAR 2000 (UNAUDITED) The Company has initiated formal communications with its significant service provider (plan trustee and recordkeeper) to determine the extent to which the Plan's systems or operations are vulnerable to the service provider's failure to resolve its own Year 2000 issues. In addition, the Company completed a review of its internal systems that impact the processing of employee benefits. IT Corporation was notified by the vendor that provides its internal systems that their systems are Year 2000 compliant. The Plan's service provider has indicated that it is presently taking steps to ensure that the Plan's systems and operations will be Year 2000 compliant. -13- 17 SUPPLEMENTAL SCHEDULES 18 The IT Corporation Retirement Plan EIN #94-1259053 Plan #002 Item 27a--Schedule of Assets Held for Investment Purposes December 31, 1997
NUMBER CURRENT DESCRIPTION OF INVESTMENT OF SHARES COST VALUE - -------------------------------------------------------------------------------------------------------------------- Fidelity Funds: - --------------- *Fidelity Asset Manager Fund 56,995 $ 1,001,509 $ 1,045,857 *Fidelity Asset Manager Growth Fund 162,002 2,885,458 2,993,805 *Fidelity Asset Manager Income Fund 36,521 435,114 444,825 *Fidelity Equity Income Fund 584,856 22,266,572 30,652,302 *Fidelity Intermediate Bond Fund 582,417 5,955,938 5,923,176 *Fidelity Magellan Fund 411,408 31,209,617 39,194,864 *Fidelity Overseas Fund 145,475 4,329,333 4,733,770 *Fidelity Retirement Money Market Fund 18,850,454 18,850,454 18,850,454 *Company Stock Fund 59,481 497,741 402,604 Participant loans (9.75% to 10%) -- -- 1,437,359 --------------------------------- Total assets held for investment purposes $87,431,736 $105,679,016 ================================= *Party-in-interest
-14- 19 The IT Corporation Retirement Plan EIN #94-1259053 Plan #002 Item 27d--Schedule of Reportable Transactions Year ended December 31, 1997
CURRENT VALUE OF ASSET ON IDENTITY OF PARTY TRANSACTION AND ASSET DESCRIPTION PURCHASES SALES COST OF ASSET DATE NET GAIN - ------------------------------------------------------------------------------------------------------------------------- Category (iii)--Series of transactions in excess of 5% of plan assets: - ---------------------------------------------------------------------- Fidelity Equity Income Fund $12,293,753 $ -- $12,293,753 $12,293,753 $ -- Fidelity Equity Income Fund -- 10,025,730 8,324,755 10,025,730 1,700,975 Fidelity Magellan Fund 10,531,562 -- 10,531,562 10,531,562 -- Fidelity Magellan Fund -- 10,615,541 9,187,001 10,615,541 1,428,540 Fidelity Overseas Fund 5,861,475 -- 5,861,475 5,861,475 -- Fidelity Overseas Fund -- 5,675,236 5,478,740 5,675,236 196,496 Fidelity Retirement Money Market Fund 12,716,674 -- 12,716,674 12,716,674 -- Fidelity Retirement Money Market Fund -- 12,007,747 12,007,747 12,007,747 --
There were no category (i), (ii) or (iv) reportable transactions during the year ended 1997. -15- 20 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Plan's sponsors have duly caused this annual report to be signed on their behalf by the undersigned thereunto duly authorized. The IT Corporation Retirement Plan Date: June 29, 1998 /s/ ANTHONY J. DELUCA ------------------------------------- Anthony J. DeLuca Chief Executive Officer and President -16- EX-23 2 INTERNATIONAL TECHNOLOGY CORPORATION 1 Exhibit 23 Consent of Independent Auditors We consent to the incorporation by reference in the Registration Statement (Form S-8 No. 333-00651) pertaining to the IT Corporation Retirement Plan of our report dated May 28, 1998, with respect to the financial statements and schedules of the IT Corporation Retirement Plan included in this Annual Report (Form 11-K) for the year ended December 31, 1997. Ernst & Young LLP Pittsburgh, Pennsylvania June 25, 1998 -17- -----END PRIVACY-ENHANCED MESSAGE-----