<PAGE>
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, 1998
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.
<PAGE>
Audited Financial Statements
The IT Corporation
Retirement Plan
Years ended December 31, 1998 and 1997
with Report of Independent Auditors
<PAGE>
The IT Corporation Retirement Plan
Audited Financial Statements
Years ended December 31, 1998 and 1997
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
Line 27a--Schedule of Assets Held for Investment Purposes.................. 14
Line 27d--Schedule of Reportable Transactions.............................. 15
<PAGE>
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 as of December 31, 1998 and 1997, 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, 1998 and 1997, 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 performed for the purpose of forming an opinion on the financial
statements taken as a whole. The accompanying supplemental schedules of assets
held for investment purposes as of December 31, 1998, and reportable
transactions for the year then ended, are presented for purposes of additional
analysis and are not a required part of the financial statements but are
supplementary information required by the Department of Labor's Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974. The supplemental schedules are the responsibility of the
Plan's management. The supplemental schedules have been subjected to the
auditing procedures applied in our audits of the financial statements and, in
our opinion, are fairly stated in all material respects in relation to the
financial statements taken as a whole.
Ernst & Young LLP
Pittsburgh, Pennsylvania
May 28, 1999
-1-
<PAGE>
The IT Corporation Retirement Plan
Statements of Net Assets Available for Benefits
<TABLE>
<CAPTION>
December 31
1998 1997
------------------------------
<S> <C> <C>
Assets
Investments, at fair value $132,612,109 $105,679,016
Receivables:
Employer contributions 2,323,793 2,310,561
Employee contributions 634,532 561,728
------------------------------
2,958,325 2,872,289
------------------------------
Net assets available for benefits $135,570,434 $108,551,305
=============================
</TABLE>
See accompanying notes.
-2-
<PAGE>
The IT Corporation Retirement Plan
Statements of Changes in Net Assets Available for Benefits
<TABLE>
<CAPTION>
Year Ended December 31
1998 1997
------------------------------
<S> <C> <C>
Additions:
Investment income:
Interest and dividend income $7,239,112 $6,356,791
Net realized and unrealized appreciation in
fair value of investments 13,044,761 11,942,887
------------------------------
20,283,873 18,299,678
Contributions:
Employer contributions 3,481,269 3,582,958
Employee contributions 7,302,584 6,844,668
------------------------------
Total additions 31,067,726 28,727,304
Deductions:
Benefit and withdrawal payments to participants 11,515,100 12,823,519
------------------------------
Increase prior to transfers 19,552,626 15,903,785
Net transfers to (from) the Plan 7,466,503 2,233,886
------------------------------
Net additions 27,019,129 18,137,671
Net assets available for benefits, beginning of year 108,551,305 90,413,634
------------------------------
Net assets available for benefits, end of year $135,570,434 $108,551,305
==============================
</TABLE>
See accompanying notes.
-3-
<PAGE>
The IT Corporation Retirement Plan
Notes to Financial Statements
December 31, 1998
1. Description of Plan
The following description of The IT Corporation Retirement Plan (the Plan)
provides only general information. Participants should refer to the summary plan
description 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 The IT Group, Inc. (the Company).
The Plan is subject to the provisions of the Employee Retirement Income Security
Act of 1974 (ERISA).
During 1997, approximately $2,300,000 of participant accounts were transferred
into the Plan in connection with several acquisitions by the Company.
On February 3, 1998, approximately $2,795,000 of participant accounts were
transferred into the Plan, in connection with the Company's acquisition of
Pacific Environmental Group, Inc. In addition, approximately $6,577,000 of
participant accounts were transferred into the Plan on May 1, 1998 in connection
with the Company's acquisition of Jellinek, Schwartz, and Connolly, Inc. Lastly,
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. In April 1999, subsequent to year-end, approximately
$51,851,063 of participant accounts were transferred into the Plan from OHM
Corporation's Retirement Savings Plan.
Contributions
The Company contributes 3% of each participant's eligible compensation to the
Plan ("fixed contribution"). The Plan permits annual employee contributions of
between 1% and 15% of participants' eligible compensation. In addition to the
fixed contribution, the Company matches employee contributions ("matching
contribution") up to 2% of participants' eligible compensation by matching 50%
of each participant's contribution (up to 4% of eligible compensation) to the
Plan.
-4-
<PAGE>
The IT Corporation Retirement Plan
Notes to Financial Statements (continued)
1. Description of Plan (continued)
Contributions (continued)
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, 1998 or
1997.
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.
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, with the exception of the Company common stock fund:
Fidelity Asset Manager Fund--Invests in domestic and foreign stocks, bonds and
short-term instruments of the U.S. and foreign issuers.
Fidelity Asset Manager Growth Fund--Invests in stocks, bonds and short-term
instruments.
-5-
<PAGE>
The IT Corporation Retirement Plan
Notes to Financial Statements (continued)
1. Description of Plan (continued)
Investment Options (continued)
Fidelity 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 The IT Group,
Inc. The remainder is held in cash or short-term instruments.
Fidelity Equity Income Fund--Invests in income-producing common and preferred
stocks and bonds.
Fidelity Intermediate Bond Fund--Invests in corporate debt obligations and
U.S. Government or agency obligations.
Fidelity Magellan Fund--Invests in common stocks and securities convertible to
common stock issued by companies operating in the U.S. or abroad.
Fidelity Overseas Fund--Invests in common stocks and debt instruments of
foreign business and governments.
Fidelity 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. Prior
to May 27, 1998, loan terms ranged from six months to three years. The Plan was
amended May 27, 1998 to permit loans of at least $2,000 to be repaid over a
period not to exceed five full years. The loans are secured by the balance in
the participant's account and bear interest at rates between 9.25% and 10%.
Principal and interest is paid ratably through monthly payroll deductions.
-6-
<PAGE>
The IT Corporation Retirement Plan
Notes to Financial Statements (continued)
1. Description of Plan (continued)
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.
Investment Valuation and Income Recognition
The Plan's investments are stated at fair value. Investments in registered
investment companies 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.
-7-
<PAGE>
The IT Corporation Retirement Plan
Notes to Financial Statements (continued)
3. Investments
The net assets available for benefits as of December 31, 1998 and 1997 with fund
information is as follows:
<TABLE>
<CAPTION>
December 31, 1998
------------------------------------------------------------------------------------------------------------
Fidelity Fidelity Fidelity
Fidelity Asset Asset Fidelity Fidelity Retirement
Asset Manager Manager Company Equity Intermediate Fidelity Fidelity Money
Manager Growth Income Stock Income Bond Magellan Overseas Market
Fund Fund Fund Fund Fund Fund Fund Fund Fund
-------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
ASSETS
Investments, at
fair value $2,197,241 $4,819,057 $1,251,133 $944,089 $33,917,077 $7,494,143 $52,666,850 $5,403,853 $22,459,118
Participant notes
receivable -- -- -- -- -- -- -- -- --
------------------------------------------------------------------------------------------------------------
Total investments 2,197,241 4,819,057 1,251,133 944,089 33,917,077 7,494,143 52,666,850 5,403,853 22,459,118
------------------------------------------------------------------------------------------------------------
Receivables:
Employer's
contributions 52,276 151,501 24,887 19,171 328,125 113,097 846,086 138,123 650,527
Employee
contributions 13,963 43,991 5,486 4,585 141,177 24,725 203,272 35,985 161,348
------------------------------------------------------------------------------------------------------------
Total receivables 66,239 195,492 30,373 23,756 469,302 137,822 1,049,358 174,108 811,875
------------------------------------------------------------------------------------------------------------
Net assets available
for benefits $2,263,480 $5,014,549 $1,281,506 $967,845 $34,386,379 $7,631,965 $53,716,208 $5,577,961 $23,270,993
============================================================================================================
</TABLE>
<TABLE>
<CAPTION>
December 31, 1998
------------------------
Loan
Fund Total
-------------------------
<S> <C> <C>
ASSETS
Investments, at
fair value $ -- $131,152,561
Participant notes
receivable 1,459,548 1,459,548
------------------------
Total investments 1,459,548 132,612,109
------------------------
Receivables:
Employer's
contributions -- 2,323,793
Employee
contributions -- 634,532
------------------------
Total receivables -- 2,958,325
------------------------
Net assets available
for benefits $1,459,548 $135,570,434
========================
</TABLE>
-8-
<PAGE>
The IT Corporation Retirement Plan
Notes to Financial Statements (continued)
3. Investments (continued)
The net assets available for benefits as of December 31, 1998 and 1997 with fund
information is as follows:
<TABLE>
<CAPTION>
December 31, 1997
------------------------------------------------------------------------------------------------------------
Fidelity Fidelity Fidelity
Fidelity Asset Asset Fidelity Fidelity Retirement
Asset Manager Manager Company Equity Intermediate Fidelity Fidelity Money
Manager Growth Income Stock Income Bond Magellan Overseas Market
Fund Fund Fund Fund Fund Fund Fund Fund Fund
-------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
ASSETS
Investments, at
fair value $1,045,857 $2,993,805 $444,825 $402,604 $30,652,302 $5,923,176 $39,194,864 $4,733,770 $18,850,454
Participant notes
receivable -- -- -- -- -- -- -- -- --
------------------------------------------------------------------------------------------------------------
Total investments 1,045,857 2,993,805 444,825 402,604 30,652,302 5,923,176 39,194,864 4,733,770 18,850,454
------------------------------------------------------------------------------------------------------------
Receivables:
Employer's
contributions 33,287 97,242 11,623 11,738 524,674 106,442 694,903 142,022 688,630
Employee
contributions 10,406 35,447 3,880 2,201 150,600 24,854 186,433 38,589 109,318
------------------------------------------------------------------------------------------------------------
Total receivables 43,693 132,689 15,503 13,939 675,274 131,296 881,336 180,611 797,948
------------------------------------------------------------------------------------------------------------
Net assets available
for benefits $1,089,550 $3,126,494 $460,328 $416,543 $31,327,576 $6,054,472 $40,076,200 $4,914,381 $19,648,402
============================================================================================================
</TABLE>
<TABLE>
<CAPTION>
December 31, 1997
------------------------
Loan
Fund Total
-------------------------
<S> <C> <C>
ASSETS
Investments, at
fair value $ -- $104,241,657
Participant notes
receivable 1,437,359 1,437,359
------------------------
Total investments 1,437,359 105,679,016
------------------------
Receivables:
Employer's
contributions -- 2,310,561
Employee
contributions -- 561,728
------------------------
Total receivables -- 2,872,289
------------------------
Net assets available
for benefits $1,437,359 $108,551,305
========================
</TABLE>
-9-
<PAGE>
The IT Corporation Retirement Plan
Notes to Financial Statements (continued)
3. Investments (continued)
For the years ended December 31, 1998 and 1997, the changes in net assets
available for benefits of each investment fund are as follows:
<TABLE>
<CAPTION>
December 31, 1998
-----------------------------------------------------------------------------------------------------------
Fidelity Fidelity Fidelity
Fidelity Asset Asset Fidelity Fidelity Retirement
Asset Manager Manager Company Equity Intermediate Fidelity Fidelity Money
Manager Growth Income Stock Income Bond Magellan Overseas Market
Fund Fund Fund Fund Fund Fund Fund Fund Fund
-----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Additions:
Investment income:
Interest and dividends $389,621 $673,660 $104,835 $2,072 $1,962,293 $383,414 $2,493,872 $115,577 $1,113,768
Net realized and
unrealized
appreciation
(depreciation) in
fair value of
investments (139,099) (22,381) (10,010) 365,337 1,622,513 57,134 10,680,591 490,676 --
Contributions:
Employer 78,764 234,093 35,124 30,433 395,704 135,645 1,121,179 197,216 1,253,111
Employee 161,007 520,784 64,775 51,194 1,843,382 277,172 2,379,335 445,662 1,559,273
-----------------------------------------------------------------------------------------------------------
Total additions 490,293 1,406,156 194,724 449,036 5,823,892 853,365 16,674,977 1,249,131 3,926,152
Deductions:
Benefit and withdrawal
payments 83,975 528,231 23,431 87,647 3,367,583 684,881 3,509,323 535,482 2,545,894
-----------------------------------------------------------------------------------------------------------
Increase (decrease)
prior to transfers 406,318 877,925 171,293 361,389 2,456,309 168,484 13,165,654 713,649 1,380,258
Interfund transfers
(net) 410,755 680,283 13,915 148,707 (1,057,087) 1,062,862 566,604 (129,413) (1,779,906)
Net transfers to
(from) the Plan 356,857 329,847 635,970 41,206 1,659,581 346,147 (92,250) 79,344 4,022,239
-----------------------------------------------------------------------------------------------------------
Net increase 1,173,930 1,888,055 821,178 551,302 3,058,803 1,577,493 13,640,008 663,580 3,622,591
Net assets available
for benefits,
beginning of year 1,089,550 3,126,494 460,328 416,543 31,327,576 6,054,472 40,076,200 4,914,381 19,648,402
-----------------------------------------------------------------------------------------------------------
Net assets available for
benefits, end of year $2,263,480 $5,014,549 $1,281,506 $967,845 $34,386,379 $7,631,965 $53,716,208 $5,577,961 $23,270,993
===========================================================================================================
</TABLE>
<TABLE>
<CAPTION>
December 31, 1998
------------------------
Loan
Fund Total
-------------------------
<S> <C> <C>
Additions:
Investment income:
Interest and dividends $ -- $ 7,239,112
Net realized and
unrealized appreciation
(depreciation) in
fair value of
investments -- 13,044,761
Contributions:
Employer -- 3,481,269
Employee -- 7,302,584
------------------------
Total additions -- 31,067,726
Deductions:
Benefit and withdrawal
payments 148,653 11,515,100
------------------------
Increase (decrease)
prior to transfers (148,653) 19,552,626
Interfund transfers (net) 83,280 --
Net transfers to (from)
the Plan 87,562 7,466,503
------------------------
Net increase 22,189 27,019,129
Net assets available
for benefits,
beginning of year 1,437,359 108,551,305
------------------------
Net assets available for
benefits, end of year $1,459,548 $135,570,434
========================
</TABLE>
-10-
<PAGE>
The IT Corporation Retirement Plan
Notes to Financial Statements (continued)
3. Investments (continued)
<TABLE>
<CAPTION>
December 31, 1997
---------------------------------------------------------------------------------------------------------
Fidelity Fidelity Fidelity
Fidelity Asset Asset Fidelity Fidelity Retirement
Asset Manager Manager Company Equity Intermediate Fidelity Fidelity Money
Manager Growth Income Stock Income Bond Magellan Overseas Market
Fund Fund Fund Fund Fund Fund Fund Fund Fund
---------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Additions:
Investment income:
Interest and dividends $87,712 $315,257 $27,884 $1,460 $1,716,831 $378,809 $2,576,723 $247,496 $1,004,619
Net realized and
unrealized
appreciation
(depreciation) in
fair value of
investments 64,723 220,153 12,681 (38,564) 5,515,753 45,358 5,861,194 261,589 --
Contributions:
Employer 49,680 150,650 17,958 18,993 658,037 137,066 973,530 204,504 1,372,540
Employee 136,566 356,433 108,579 29,356 1,710,270 331,768 2,220,758 500,659 1,450,279
---------------------------------------------------------------------------------------------------------
Total additions 338,681 1,042,493 167,102 11,245 9,600,891 893,001 11,632,205 1,214,248 3,827,438
Deductions:
Benefit and withdrawal
payments 60,425 337,843 11,345 19,846 4,046,276 630,640 3,812,541 696,269 2,923,122
---------------------------------------------------------------------------------------------------------
Increase (decrease)
prior to transfers 278,256 704,650 155,757 (8,601) 5,554,615 262,361 7,819,664 517,979 904,316
Interfund transfers (net) 296,364 1,052,824 100,053 38,994 1,065,433 (397,379) (2,674,839) (67,996) 235,023
Net transfers to (from)
the Plan 201,810 -- -- (50) 1,417,340 -- 574,391 -- 39,855
---------------------------------------------------------------------------------------------------------
Net increase (decrease) 776,430 1,757,474 255,810 30,343 8,037,388 (135,018) 5,719,756 449,983 1,179,194
Net assets available for
benefits, beginning
of year 313,120 1,369,020 204,518 386,200 23,290,188 6,189,490 34,356,444 4,464,398 18,469,208
---------------------------------------------------------------------------------------------------------
Net assets available for
benefits, end of year $1,089,550 $3,126,494 $460,328 $416,543 $31,327,576 $6,054,472 $40,076,200 $4,914,381 $19,648,402
=========================================================================================================
</TABLE>
<TABLE>
<CAPTION>
December 31, 1997
-------------------------
Loan
Fund Total
--------------------------
<S> <C> <C>
Additions:
Investment income:
Interest and dividends $ -- $ 6,356,791
Net realized and
unrealized
appreciation
(depreciation) in
fair value of
investments -- 11,942,887
Contributions:
Employer -- 3,582,958
Employee -- 6,844,668
--------------------------
Total additions -- 28,727,304
Deductions:
Benefit and withdrawal
payments 285,212 12,823,519
--------------------------
Increase (decrease)
prior to transfers (285,212) 15,903,785
Interfund transfers (net) 351,523 --
Net transfers to (from)
the Plan -- 2,233,886
--------------------------
Net increase (decrease) 66,311 18,137,671
Net assets available for
benefits, beginning
of year 1,371,048 90,413,634
--------------------------
Net assets available for
benefits, end of year $1,437,359 $108,551,305
==========================
</TABLE>
-11-
<PAGE>
The IT Corporation Retirement Plan
Notes to Financial Statements (continued)
4. 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 to maintain its qualification. The Plan Sponsor has
indicated that it will take the necessary steps, if any, to maintain the Plan's
qualified status.
5. Year 2000 (Unaudited)
The Plan Sponsor has determined that it will be necessary to take certain steps
in order to ensure that the Plan's information systems are prepared to handle
Year 2000 dates. The Plan Sponsor is taking a two-phase approach. The first
phase addresses internal systems that must be modified or replaced to function
properly. Both internal and external resources are being utilized to replace or
modify existing software applications, and test the software and equipment for
the Year 2000 modifications. The Plan Sponsor anticipates substantially
completing this phase of the project by June 1999. Costs associated with
modifying software and equipment are not estimated to be significant and will be
paid by the Plan Sponsor.
For the second phase of the project, plan management established formal
communications with its third party service providers to determine that they
have developed plans to address their own Year 2000 problems as they relate to
the Plan's operations. All third party service providers have indicated that
they will be Year 2000 compliant by mid-1999. If modification of data processing
systems of either the Plan, the Plan Sponsor, or its service providers are not
completed timely, the Year 2000 problem could have a material impact on the
operations of the Plan. Plan management has not developed a contingency plan,
because they are confident that all systems will be Year 2000 ready.
6. Subsequent Events
Effective January 1, 1999, the Company amended the Plan to discontinue the fixed
contribution and to revise the matching contribution, whereby the Company will
contribute up to 4% of a participant's contribution by matching 100% of each
participant's contribution (up to 4% of eligible compensation).
Effective January 1, 1999, the Company, at its discretion, may direct that any
or all of the employer matching contribution for any plan year be made in or
invested in the Company Stock Fund.
Additionally, as of January 1, 1999, the Plan will allow a participant to make
one withdrawal per calendar quarter upon incurring a hardship as determined by
the Company in accordance with the rules of uniform application which the
Company may from time to time prescribe.
-12-
<PAGE>
Supplemental Schedules
-13-
<PAGE>
The IT Corporation Retirement Plan
EIN #94-1259053 Plan #002
Line 27a--Schedule of Assets Held for Investment Purposes
December 31, 1998
<TABLE>
<CAPTION>
Number Current
Description of Investment of Shares Cost Value
- --------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Interest in Registered Investment Company:
- ------------------------------------------
*Fidelity Asset Manager Fund 126,351 $ 2,299,962 $ 2,197,241
*Fidelity Asset Manager Growth Fund 257,980 4,820,016 4,819,057
*Fidelity Asset Manager Income Fund 101,553 1,256,611 1,251,133
*Fidelity Equity Income Fund 610,568 25,724,367 33,917,077
*Fidelity Intermediate Bond Fund 729,712 7,472,151 7,494,143
*Fidelity Magellan Fund 435,912 35,694,391 52,666,850
*Fidelity Overseas Fund 150,190 4,707,954 5,403,853
*Fidelity Retirement Money Market Fund 22,459,118 22,459,118 22,459,118
*Company Stock Fund 95,293 770,177 944,089
Participant loans (9.25% to 10.75%) -- -- 1,459,548
------------------------------
Total $105,204,747 $132,612,109
==============================
</TABLE>
*Party-in-interest
-14-
<PAGE>
The IT Corporation Retirement Plan
EIN #94-1259053 Plan #002
Line 27d--Schedule of Reportable Transactions
Year ended December 31, 1998
<TABLE>
<CAPTION>
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:
- ---------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Fidelity Equity Income Fund $10,860,101 $ -- $10,860,101 $10,860,101 $ --
Fidelity Equity Income Fund -- 9,217,837 7,402,305 9,217,837 1,815,532
Fidelity Intermediate Bond Fund 4,651,134 -- 4,651,134 4,651,134 --
Fidelity Intermediate Bond Fund -- 3,137,300 3,134,920 3,137,300 2,380
Fidelity Magellan Fund 13,166,557 -- 13,166,557 13,166,557 --
Fidelity Magellan Fund -- 10,375,162 8,681,783 10,375,162 1,693,379
Fidelity Overseas Fund 4,633,443 -- 4,633,443 4,633,443 --
Fidelity Overseas Fund -- 4,454,037 4,254,822 4,454,037 199,215
Fidelity Retirement Money Market Fund 18,854,409 -- 18,854,409 18,854,409 --
Fidelity Retirement Money Market Fund -- 15,245,745 15,245,745 15,245,745 --
</TABLE>
There were no category (i), (ii) or (iv) reportable transactions during 1998.
-15-
<PAGE>
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, 1999
/s/ ANTHONY J. DELUCA
-----------------------------------
Anthony J. DeLuca
Chief Executive Officer and President
-16-
<PAGE>
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, 1999, 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, 1998.
/s/ Ernst & Young LLP
---------------------
Ernst & Young LLP
Pittsburgh, Pennsylvania
June 25, 1999
