|
A.
|
Full title of the plan and the address of the plan, if different from that of the issuer named below:
|
|
B.
|
Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:
|
|
MINERALS TECHNOLOGIES INC.
SAVINGS AND INVESTMENT PLAN
Statements of Net Assets Available for Benefits
(in thousands)
|
||||||||||
|
|
|
|
||||||||
|
December 31,
|
||||||||||
|
2011
|
2010
|
|||||||||
|
Assets:
|
||||||||||
|
Investments, at fair value (Notes 3 & 4):
|
||||||||||
|
Cash equivalents
|
$
|
494
|
$
|
729
|
||||||
|
|
In securities of participating employer
|
21,799
|
26,463
|
|||||||
|
In securities of unaffiliated issuers:
|
||||||||||
|
|
Common stock
|
14,437
|
14,195
|
|||||||
|
Common collective funds
|
26,644
|
27,167
|
||||||||
|
Pooled separate account
|
32,799
|
30,856
|
||||||||
|
Mutual funds
|
48,145
|
55,154
|
||||||||
|
Total investments, at fair value
|
144,318
|
154,564
|
||||||||
|
Notes receivable from participants
|
2,911
|
2,811
|
||||||||
|
Cash - non-interest bearing
|
617
|
583
|
||||||||
|
|
Net assets available for benefits, before adjustment below
|
147,846
|
157,958
|
|||||||
|
Adjustment from fair value to contract value for fully
|
||||||||||
|
benefit-responsive investment contracts (Note 3)
|
341
|
356
|
||||||||
|
Net assets available for benefits
|
$
|
148,187
|
$
|
158,314
|
||||||
|
MINERALS TECHNOLOGIES INC.
SAVINGS AND INVESTMENT PLAN
Statements of Changes in Net Assets Available for Benefits
(in thousands)
|
|||||||||||||
|
Year Ended December 31,
|
|||||||||||||
|
2011
|
2010
|
||||||||||||
|
Additions to net assets attributed to:
|
|||||||||||||
|
|
Investment income:
|
||||||||||||
|
|
Net appreciation (depreciation) in fair value of investments (Note 3)
|
$
|
(2,348
|
)
|
$
|
11,898
|
|||||||
|
Dividends
|
1,787
|
1,715
|
|||||||||||
|
Interest
|
816
|
828
|
|||||||||||
|
|
Investment income
|
255
|
14,441
|
||||||||||
|
Interest from notes receivable from participants
|
131
|
135
|
|||||||||||
|
|
Contributions:
|
||||||||||||
|
|
Participants
|
5,979
|
6,182
|
||||||||||
|
Employer
|
2,707
|
2,661
|
|||||||||||
|
|
Total contributions
|
8,686
|
8,843
|
||||||||||
|
Total additions
|
9,072
|
23,419
|
|||||||||||
|
Reductions from net assets attributed to:
|
|||||||||||||
|
|
Benefits paid to participants
|
19,137
|
15,971
|
||||||||||
|
Administrative expenses
|
63
|
96
|
|||||||||||
|
|
Total reductions
|
19,200
|
16,067
|
||||||||||
|
|
Net increase (decrease)
|
(10,127
|
)
|
7,352
|
|||||||||
|
Net assets available for benefits:
|
|||||||||||||
|
|
Beginning of year
|
158,314
|
150,962
|
||||||||||
|
End of year
|
$
|
148,187
|
$
|
158,314
|
|||||||||
|
(1)
|
Description of Plan
|
|
The following description of the Minerals Technologies Inc. Savings and Investment 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 Plan is a defined contribution plan sponsored by Minerals Technologies Inc. (the Plan Sponsor or Company). Employees become eligible to participate in the Plan on the date of their employment.
|
|
|
The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA).
|
|
|
Contributions
|
|
|
Participants may elect to contribute between 2% and 20% of eligible earnings. Contributions may be made on a before-tax basis, on an after-tax basis, or on a combined basis. Employee contributions of up to 2% of eligible compensation are matched 100% by the Company and the next 4% are matched 50% by the Company. Employee contributions in excess of 6% are not matched. While it is the Company’s intention to make matching contributions each payroll period, the Company’s Board of Directors reserves the right to increase, reduce or eliminate matching contributions for any Plan Year, or for any payroll period. The Company's matching contributions are invested solely in the Company's common stock. Participants can, at any time, transfer or reallocate amounts held in the MTI Common Stock Fund to another fund under the Plan.
On October 19, 2011, the Plan was amended to add a safe-harbor employer contribution feature to the Plan and increase the pre-tax contribution percentage for employees who are automatically enrolled. Employee contributions of the first 3% of the participant’s eligible contributions will be matched 100% by the Company and the next 2% will be matched 50% by the Company. Employee contributions in excess of 5% will not be matched. The plan amendment is effective January 1, 2012.
|
|
|
Participants may also contribute amounts representing distributions from other qualified defined benefit or defined contribution plans. Participants direct the investment of their contributions into various investment options offered by the Plan. The maximum before-tax contribution limit for participants under age 50 generally was $16,500 for 2011 and 2010. However, a participant's contributions may be further increased or reduced based on the rules and regulations of the Internal Revenue Code (IRC). All eligible employees who are projected to attain age 50 before the end of the year will be eligible to make catch-up contributions in accordance with certain regulations.
|
|
|
Participant Accounts
|
|
|
Each participant's account is credited with the participant's contributions and allocations of (a) the Company's contributions and (b) Plan earnings or loss, and charged with an allocation of administrative expenses. Allocations are based on participant earnings or account balances, as defined. The benefit to which a participant is entitled is the benefit that can be provided from the participant's account.
|
|
|
Vesting
|
|
|
Participants are fully vested in the entire value of their accounts at the time of contribution.
|
|
|
Investment Options
|
|
|
Each participant in the Plan elects to have contributions invested in any one or a combination of the following separate investment options as of December 31, 2011:
|
|
|
New York Life Insurance Anchor Account III: This fund is a New York Life Insurance Company pooled separate account which invests in fixed income securities.
|
|
|
Artio Total Return Bond Fund: This fund normally invests at least 80% of net assets in investment-grade fixed income securities issued by governments, supranational entities and corporations in developed and emerging markets. The fund also invests in derivatives and forward contracts.
|
|
SSgA Aged Based Strategy Funds: These funds are designed to incorporate a broad range of asset classes to provide diversification of returns and risks consistent with a stated time horizon. The Strategy Funds asset mix becomes progressively more conservative over time as the strategy target date grows nearer. The strategy target dates range from 2010 to 2045. The investments are in a combination of U.S. stocks, international stocks, bonds and cash.
|
|
|
American Beacon Large Cap Value Fund: The fund normally invests at least 80% of assets in equity securities of large market capitalization U.S. companies.
|
|
|
American Funds - Fundamental Investors Fund: This fund invests primarily in common stocks and may invest significantly in securities of issuers domiciled outside the U.S. and Canada and not included in the S&P 500 Index.
|
|
|
BlackRock Equity Index Fund: This fund invests in the same stocks held in the S & P 500 Index.
|
|
|
Mainstay Balanced Fund: This fund is invested in stocks, bonds and cash equivalents. Approximately 60% of the fund is invested in mid and large capitalization stocks, and 40% in fixed income securities and cash equivalents.
|
|
|
American Funds - The Growth Fund of America: This fund primarily invests in high potential growth companies. It may also invest up to 15% of assets in securities domiciled outside the U.S. and Canada and not included in the S&P 500 Index.
|
|
|
SSgA Russell 2000 Index Strategy Fund: This fund is designed to match the risk and return of the Russell 2000 Index, a broadly based average of the U.S. equity market.
|
|
|
SSgA S&P Midcap 400 Index Strategy Fund: This fund is designed to match the risk and return of the Standard & Poor's 400 Index, a broadly based average of the U.S. equity market.
|
|
|
MTI Common Stock Fund: This fund invests in the Company's common stock. The MTI Common Stock Fund is a participant-directed fund. All Company matching contributions are invested in this fund, and once deposited, the investments are participant-directed.
|
|
|
Pfizer Common Stock Fund: This fund invests in the common stock of Pfizer Inc. The fund holds contributions to the Pfizer Common Stock Fund, which were transferred from Pfizer Inc. when the Plan was established. No new contributions or transfers can be made into this fund, however, participants are allowed to transfer balances from this fund into other investment options.
|
|
|
Mainstay International Equity Fund: This fund invests in a broad range of international stocks traded in public markets.
|
|
|
TD Ameritrade Brokerage Account: This is a participant-directed brokerage account which invests primarily in a variety of publicly available mutual funds, common stock and cash and cash equivalents.
|
|
|
Notes Receivable from Participants
|
|
|
Participants may borrow from their accounts an amount up to $50,000 or 50 percent of their account balance, whichever is less. The minimum amount a participant may borrow is $1,000. The loan repayments and interest earned are allocated to each eligible investment option based upon the participant's current contribution election percentages.
|
|
|
Loans must be repaid over a period of not more than five years, however, if the loan is used to purchase a principal residence, the loan can be repaid over a period of not more than fifteen years. The loans are secured by the balance in the participant's account and bear interest at rates that range from 4.25% to 10.50%, which are fixed at the time of the loan and which are commensurate with prevailing rates as determined quarterly by the Plan administrator. At December 31, 2011, there were 313 individual loans outstanding, carrying an average interest rate of 5.11%, with maturities through 2026.
|
|
|
Payment of Benefits
|
|
|
On termination of service due to death, disability, retirement, or other reasons, a participant would receive a lump-sum amount equal to the value of the participant's account. In-service withdrawals may also be made under certain circumstances.
|
|
(2)
|
Summary of Significant Accounting Policies
|
|
Basis of Presentation
|
|
|
The accompanying financial statements have been prepared on the accrual basis of accounting.
|
|
|
Use of Estimates
|
|
|
The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and changes therein, and disclosure of contingent assets and liabilities. Actual results could differ from those estimates.
|
|
|
Asset Valuation and Income Recognition
|
|
|
The Plan's investments are stated at fair value. Short-term investments are recorded at cost, which approximates fair value. The common stock within the MTI Common Stock Fund, Pfizer Common Stock Fund, and the shares of the mutual funds held in the brokerage account are valued using quoted market prices. Common collective funds and the pooled separate account are stated at fair value reported by the fund manager based on the underlying investments within each fund and are expressed in units representing the net asset value of each fund. The value of a unit will fluctuate in response to various factors including, but not limited to, the price of the underlying shares, dividends paid, earnings and losses, and the mix of assets in the respective fund. These investments do not have a readily determinable fair value and as a practical expedient, the Fund relies on net asset values as the fair value for certain investments as of the Plan’s measurement date.
|
|
|
The funds in the pooled separate account are invested in benefit responsive investments contracts and are presented at fair value in the statements of net assets available for benefits with a corresponding adjustment to contract value and are presented at contract value in the statements of changes in net assets available for benefits. The fair value of fully benefit-responsive investment contracts is calculated using a discounted cash flow model which considers recent fee bids as determined by recognized dealers, discount rate and the duration of the underlying portfolio securities.
|
|
|
Purchases and sales of securities are recorded on a trade date basis. The net appreciation (depreciation) in fair value of investments consists of the net realized gains and losses from the sale of investments and the unrealized appreciation (depreciation) of the fair value for the investments remaining in the Plan.
|
|
|
Dividend income is recorded on the ex-dividend date. Interest income is recorded on an accrual basis.
|
|
|
Notes receivable from participants are measured at their unpaid principal balance plus any accrued but unpaid interest. Delinquent participant loans are reclassified as distributions based upon the terms of the plan agreement.
|
|
|
Fair Value of Financial Instruments
|
|
|
The carrying amounts of cash and cash equivalents approximate fair value because of the short maturities of those instruments. Notes receivable from participants are recorded at the outstanding balances plus accrued interest, which approximates fair value.
|
|
|
Payment of Benefits
|
|
|
Benefits are recorded when paid.
|
|
|
New Accounting Pronouncements
|
|
|
In January 2010, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2010-06, Fair Value Measurements and Disclosures (Topic 820), Improving Disclosures about Fair Value Measurements. ASU No. 2010-06 outlines certain new disclosures and clarifies some existing disclosure requirements about fair value measurement as set forth in Accounting Standards Codification (ASC) Topic 820-10. ASU No. 2010-06 amends ASC Topic 820-10 to now require that (a) a reporting entity disclose separately the amounts of significant transfers in and out of Level 1 and Level 2 fair value measurements and describe the reasons for the transfers; and (b) in the reconciliation for fair value measurements using significant unobservable inputs, a reporting entity should present separately information about purchases, sales, issuances, and settlements.
|
|
In addition, ASU No. 2010-06 clarifies existing disclosures on (a) how a reporting entity should provide fair value measurement disclosures for each class of assets and liabilities, and (b) how a reporting entity should provide disclosures about the valuation techniques and inputs used to measure fair value for both recurring and nonrecurring fair value measurements. ASU No. 2010-06 was effective for the Plan in 2010, except for the disclosures about purchases, sales, issuances, and settlements in the roll forward of activity in Level 3 fair value measurements. These disclosures became effective for the Plan in 2011. The required disclosures are included in Note 4.
In May 2011, the FASB issued ASU 2011-04, Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and International Financial Reporting Standards. ASU 2011-04 provides a consistent definition of fair value and ensures that the fair value measurement and disclosure requirements are similar between U.S. GAAP and International Financial Reporting Standards. ASU 2011-04 specifies that in the absence of a Level 1 input for a fair value measure, a reporting entity should apply premiums or discounts when market participants would take them into account when pricing the asset or liability. In addition, the guidance enhances the disclosure requirements that reporting entities must provide quantitative information about the inputs used in a fair value measurement, particularly information about unobservable inputs used within Level 3 of the fair value hierarchy. This guidance is effective for reporting periods beginning on or after December 15, 2011, with early adoption prohibited. The new guidance will require prospective application. The Plan is currently evaluating the effect, if any, the provisions of this guidance will have on its financial statements.
|
|
(3)
|
Investments
|
|
The following presents investments that represent 5 percent or more of the Plan's net assets:
|
|
(dollars in thousands)
|
December 31,
|
|||||||
|
2011
|
2010
|
|||||||
|
MTI Common Stock Fund,
|
||||||||
|
|
386 units and 405 units, respectively
|
$
|
21,799
|
$
|
26,463
|
|||
|
Pfizer Common Stock Fund,
|
||||||||
|
|
677 units and 810 units, respectively
|
$
|
14,437
|
$
|
14,180
|
|||
|
New York Life Insurance Anchor Account III,
|
||||||||
|
32,799 units and 30,384 units, respectively **
|
$
|
32,799
|
$
|
30,856
|
||||
|
American Funds - Fundamental Investors Fund,
|
||||||||
|
456 units and 497 units, respectively
|
$
|
16,124
|
$
|
18,220
|
||||
|
BlackRock Equity Index Fund,
|
||||||||
|
1,397 units and 1,554 units, respectively
|
$
|
17,672
|
$
|
19,236
|
||||
|
Mainstay Balanced Fund,
|
||||||||
|
430 units and 480 units, respectively
|
$
|
11,223
|
$
|
12,394
|
||||
|
Mainstay International Equity Fund
|
||||||||
|
734 units and 784 units, respectively*
|
$
|
7,388
|
$
|
9,756
|
||||
|
*
|
Shown for comparative purposes. Investment in 2011 is below 5 percent of the Plan’s net assets.
|
|
**
|
Contract value as of December 31, 2011 and 2010 of the New York Life Insurance Anchor Account was $33,140 and $31,212 respectively. Amounts presented in the table reflect fair value.
|
|
(dollars in thousands)
|
Year Ended December 31,
|
||||||||
|
2011
|
2010
|
||||||||
|
Common stock
|
$
|
(280
|
)
|
$
|
3,957
|
||||
|
Common collective funds
|
334
|
3,528
|
|||||||
|
Mutual funds
|
(2,402
|
)
|
4,413
|
||||||
|
|
Total
|
$
|
(2,348
|
)
|
$
|
11,898
|
|||
|
(4)
|
Fair Value Measurements
|
|
There is a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. These tiers include: Level 1, defined as observable inputs such as quoted prices in active markets; Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and Level 3, defined as unobservable inputs about which little or no market data exists, therefore requiring an entity to develop its own assumptions.
|
|
The following is a description of the valuation methodologies used for assets measured at fair value. There have been no changes in the methodologies used at December 31, 2011 or 2010.
|
|
Equity securities: The fair value is based on the unadjusted closing price reported on the active market on which the security is traded and is classified within Level 1 of the fair value hierarchy.
|
|
|
Mutual funds: Registered investment companies are public investment vehicles valued using net asset value (“NAV”) provided by the administrator of the mutual fund. These securities are valued using quoted market prices. The NAV is an unadjusted quoted price on an active market and classified within Level 1 of the fair value hierarchy.
|
|
|
Common collective funds: Valued at fair value reported by the fund manager based on the underlying investments within each fund and are expressed in units representing the net asset value of each fund. These are investment vehicles valued using the NAV provided by the fund trustee based on the value of the underlying assets owned by the trust, minus its liabilities, and then divided by the number of shares outstanding. These investments do not have a readily determinable fair value and as a practical expedient, the Fund relies on net asset values as the fair value for certain investments as of the Plan’s measurement date. There are no imposed redemption restrictions nor does the Plan have any contractual obligations to further invest in the common collective trust funds. The NAV is classified within Level 2 of the fair value hierarchy.
|
|
|
Pooled separate account: Valued at fair value reported by the fund manager based on the underlying investments within each fund and are expressed in units representing the net asset value of each fund by discounting the related cash flows based on current yields of similar instruments with comparable durations considering the credit-worthiness of the issuer. The NAV is classified within Level 2 of the fair value hierarchy. There are no imposed redemption restrictions.
|
|
|
Cash equivalents: The carrying value approximates fair value and is classified within Level 1 of the fair value hierarchy.
|
|
The following tables sets forth by level, the Plan's financial assets at fair value as of December 31, 2011 and 2010. Assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The Company's assessment of the significance of a particular input to the fair value measurement requires judgment, and may affect the valuation of fair value assets and liabilities and their placement within the fair value hierarchy levels. There were no transfers between level 1, 2 or 3 during 2011 and 2010.
|
|
(dollars in thousands)
|
|||||||||||||||
|
Investments at Fair Value as determined by Quoted Prices in active markets (Level I)
|
Valuation techniques based on observable market data (Level II)
|
Valuation techniques incorporating information other than observable market data (Level III)
|
Total Investments measured at Fair Value at December 31, 2011
|
||||||||||||
|
Cash equivalents
|
$
|
494
|
$
|
--
|
$
|
--
|
$
|
494
|
|||||||
|
Common collective funds
|
$
|
--
|
$
|
26,644
|
$
|
--
|
$
|
26,644
|
|||||||
|
Pooled separate account
|
$
|
--
|
$
|
32,799
|
$
|
--
|
$
|
32,799
|
|||||||
|
Mutual funds
|
|||||||||||||||
|
Fixed income funds
|
$
|
5,793
|
$
|
--
|
$
|
--
|
$
|
5,793
|
|||||||
|
Equity Funds
|
$
|
25,389
|
$
|
--
|
$
|
--
|
$
|
25,389
|
|||||||
|
Growth & Income funds
|
$
|
14,374
|
$
|
--
|
$
|
--
|
$
|
14,374
|
|||||||
|
Mutual funds - Participant-Directed Brokerage Account
|
|||||||||||||||
|
Equity Funds –Capital Growth
|
$
|
831
|
$
|
--
|
$
|
--
|
$
|
831
|
|||||||
|
Equity Funds – Current Income
|
$
|
114
|
$
|
--
|
$
|
--
|
$
|
114
|
|||||||
|
Balanced Funds
|
$
|
882
|
$
|
$
|
$
|
882
|
|||||||||
|
Fixed Income Funds
|
$
|
142
|
$
|
--
|
$
|
--
|
$
|
142
|
|||||||
|
Total Return Funds
|
$
|
321
|
$
|
$
|
$
|
321
|
|||||||||
|
International Funds
|
$
|
299
|
$
|
--
|
$
|
--
|
$
|
299
|
|||||||
|
Total mutual funds
|
$
|
48,145
|
$
|
--
|
$
|
--
|
$
|
48,145
|
|||||||
|
Common stock
|
|||||||||||||||
|
Pharmaceuticals
|
$
|
14,437
|
$
|
--
|
$
|
--
|
$
|
14,437
|
|||||||
|
Industrial
|
$
|
21,799
|
$
|
--
|
$
|
--
|
$
|
21,799
|
|||||||
|
Total common stock
|
$
|
36,236
|
$
|
--
|
$
|
--
|
$
|
36,236
|
|||||||
|
Total investments
|
$
|
84,875
|
$
|
59,443
|
$
|
--
|
$
|
144,318
|
|||||||
|
(dollars in thousands)
|
|||||||||||||||
|
Investments at Fair Value as determined by Quoted Prices in active markets (Level I)
|
Valuation techniques based on observable market data (Level II)
|
Valuation techniques incorporating information other than observable market data (Level III)
|
Total Investments measured at Fair Value at December 31, 2010
|
||||||||||||
|
Cash equivalents
|
$
|
729
|
$
|
--
|
$
|
--
|
$
|
729
|
|||||||
|
Common collective funds
|
$
|
--
|
$
|
27,167
|
$
|
--
|
$
|
27,167
|
|||||||
|
Pooled separate account
|
$
|
--
|
$
|
30,856
|
$
|
--
|
$
|
30,856
|
|||||||
|
Mutual funds
|
|||||||||||||||
|
Fixed income funds
|
$
|
5,099
|
$
|
--
|
$
|
--
|
$
|
5,099
|
|||||||
|
Equity Funds
|
$
|
29,957
|
$
|
--
|
$
|
--
|
$
|
29,957
|
|||||||
|
Growth & Income funds
|
$
|
15,882
|
$
|
--
|
$
|
--
|
$
|
15,882
|
|||||||
|
Mutual funds - Participant-Directed Brokerage Account
|
|||||||||||||||
|
Equity Funds –Capital Growth
|
$
|
1,439
|
$
|
--
|
$
|
--
|
$
|
1,439
|
|||||||
|
Equity Funds – Current Income
|
$
|
996
|
$
|
--
|
$
|
--
|
$
|
996
|
|||||||
|
Balanced Funds
|
$
|
615
|
$
|
$
|
$
|
615
|
|||||||||
|
Fixed Income Funds
|
$
|
153
|
$
|
--
|
$
|
--
|
$
|
153
|
|||||||
|
Total Return Funds
|
$
|
512
|
$
|
$
|
$
|
512
|
|||||||||
|
International Funds
|
$
|
501
|
$
|
--
|
$
|
--
|
$
|
501
|
|||||||
|
Total mutual funds
|
$
|
55,154
|
$
|
--
|
$
|
--
|
$
|
55,154
|
|||||||
|
Common stock
|
|||||||||||||||
|
Pharmaceuticals
|
$
|
14,180
|
$
|
--
|
$
|
--
|
$
|
14,180
|
|||||||
|
Industrial
|
$
|
26,463
|
$
|
--
|
$
|
--
|
$
|
26,463
|
|||||||
|
Common stock -
|
|||||||||||||||
|
Participant-Directed Brokerage Account
|
15
|
--
|
--
|
15
|
|||||||||||
|
Total common stock
|
$
|
40,658
|
$
|
--
|
$
|
--
|
$
|
40,658
|
|||||||
|
Total investments
|
$
|
96,541
|
$
|
58,023
|
$
|
--
|
$
|
154,564
|
|||||||
|
(5)
|
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 by action of the Company's Board of Directors, subject to the provisions of ERISA. Upon termination of the Plan, each participant thereby affected would receive the entire value of his or her account as though he or she had retired as of the date of such termination. No part of the assets in the investment funds established pursuant to the Plan would at any time revert to the Company.
|
|
|
(6)
|
Tax Status
|
|
The Internal Revenue Service (IRS) determined and informed the Company by a letter dated January 15, 2009, that the Plan and related Trust established thereunder are properly designed and, thus qualified and are tax exempt, respectively, within the meaning of Sections 401(a) and 501(a) of the Internal Revenue Code (IRC). Although the Plan has been amended since receiving the determination letter, the Company and legal counsel believe that the Plan is designed and is currently being operated in compliance with the applicable requirements of the IRC.
Accounting principles generally accepted in the United States of America require plan management to evaluate tax positions taken by the Plan and recognize a tax liability (or de-recognize an asset) if the plan has taken an uncertain position that more likely than not would not be sustained upon examination by the IRS. The plan administrator has analyzed the tax positions taken by the Plan, and has concluded that as of December 31, 2011 and 2010, there are no uncertain tax positions taken or expected to be taken that would require recognition of a liability (or de-recognition of an asset) or disclosure in the financial statements. The Plan is subject to routine audits by taxing jurisdictions; however, there are currently no audits for any tax periods in progress. The plan administrator believes it is no longer subject to income tax audits for years prior to 2008.
|
|
|
(7)
|
Administrative and Investment Advisor Costs
|
|
All costs of administering the Plan are paid by the Plan and amounted to $62,700 and $95,500 for the years ended December 31, 2011 and 2010, respectively. Participants are responsible for any origination and maintenance fees for each loan, and certain expenses for participating in the mutual fund window. Investment advisers are reimbursed for cost incurred or receive a management fee for providing investment advisory services. Investment advisory fees and costs are deducted and reflected in the net appreciation (depreciation) in the fair value of investments on the Statements of Changes in Net Assets Available for Benefits.
|
|
|
(8)
|
Related-Party Transactions
|
|
New York Life Insurance Company is Trustee and recordkeeper of the Plan. Certain Plan investments in the pooled separate account and mutual funds are managed by New York Life Investment Management LLC, an affiliate of New York Life insurance Company.
|
|
|
Certain Plan investments are shares of the Company's common stock, which qualify as party-in-interest transactions.
|
|
|
(9)
|
Concentration of Risks and Uncertainties
|
|
The Plan's exposure to a concentration of credit risk is limited by the diversification of investments across several participant-directed fund elections. Additionally, the investments within each participant-directed fund election are further diversified into varied financial instruments, with the exception of the MTI and Pfizer common stock funds, which principally invest in securities of a single issuer.
|
|
|
The Plan investments include a number of investment options including MTI and Pfizer common stock and a variety of investment funds, some of which are mutual funds. Investment securities, in general, are exposed to various risks, such as interest rate, credit, and overall market volatility risk. Due to the level of risk associated with certain investment securities, it is reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect the amounts reported in the statements of net assets for benefits and participant account balances. Plan investments included a variety of investment that may directly or indirectly invest in securities with contractual cash flows. The value, liquidity, and related income of these securities are sensitive to changes in economic conditions and may be adversely affected by shifts in the market’s perception of the issuers and changes in interest rates.
|
|
(10)
|
Reconciliation of Financial Statements to Form 5500
|
|
Notes receivable from participants are classified as investments per the Form 5500. The following is a reconciliation of total investments per the financial statements as of December 31, 2011 and 2010, respectively, to the Form 5500 (in thousands):
|
|
December 31,
|
||||||||
|
2011
|
2010
|
|||||||
|
Total investments, per financial statements
|
$
|
144,659
|
$
|
154,920
|
||||
|
Notes receivable from participants
|
2,911
|
2,811
|
||||||
|
Less: Adjustment from contract value to fair value for
|
||||||||
|
fully benefit-responsive investment contracts
|
(341
|
)
|
(356
|
)
|
||||
|
Total investments per the Form 5500
|
$
|
147,229
|
$
|
157,375
|
||||
|
December 31,
|
||||||||
|
2011
|
2010
|
|||||||
|
Total net increase (decrease), per the financial statements
|
$
|
(10,127
|
)
|
$
|
7,352
|
|||
|
Adjustment from contract value to fair value for fully benefit-
|
||||||||
|
responsive investment contracts - current year
|
(341
|
)
|
(356
|
)
|
||||
|
Adjustment from contract value to fair value for fully benefit-
|
||||||||
|
responsive investment contracts - prior year
|
356
|
1,641
|
||||||
|
Total net income (loss) per the Form 5500
|
$
|
(10,112
|
)
|
$
|
8,637
|
|||
|
(11)
|
Subsequent Events
|
|
The Company has evaluated subsequent events through the date these financials were issued, and determined that no subsequent events have occurred that would require recognition in the financial statements or disclosure in the notes thereto.
|
|
(a)
|
(b)
|
(c)
|
(d)
|
(e)
|
||||||||
|
Identity of issue, borrower,
lessor or similar party
|
Description of investment/interest
|
Cost
|
Current Value
|
|||||||||
|
Cash Equivalents:
|
||||||||||||
|
TD Ameritrade Participant-Directed Brokerage Account
|
various money market accounts
|
$
|
494
|
$
|
494
|
|||||||
|
Pooled Separate Account:
|
||||||||||||
|
*
|
New York Life Insurance Anchor Acct III
|
32,324
|
units
|
$
|
33,140
|
$
|
32,799
|
|||||
|
Common Collective Funds:
|
||||||||||||
|
Age Based 2010 Strategy
|
||||||||||||
|
SSgA Age Based 2010 Strategy Fund
|
13
|
units
|
$
|
235
|
$
|
253
|
||||||
|
Age Based 2015 Strategy
|
||||||||||||
|
SSgA Age Based 2015 Strategy
|
||||||||||||
|
|
Non-Lending Fund
|
65
|
units
|
$
|
762
|
$
|
827
|
|||||
|
Age Based 2020 Strategy
|
||||||||||||
|
SSgA Age Based 2020 Strategy
|
||||||||||||
|
|
Lending Fund
|
64
|
units
|
$
|
1,569
|
$
|
1,717
|
|||||
|
Age Based 2025 Strategy
|
||||||||||||
|
SSgA Age Based 2025 Strategy Fund
|
105
|
units
|
$
|
1,168
|
$
|
1,296
|
||||||
|
Age Based 2030 Strategy
|
||||||||||||
|
SSgA Age Based 2030 Strategy Fund
|
13
|
units
|
$
|
386
|
$
|
414
|
||||||
|
Age Based 2035 Strategy
|
||||||||||||
|
SSgA Age Based 2035 Strategy Fund
|
26
|
units
|
$
|
281
|
$
|
299
|
||||||
|
Age Based 2040 Strategy
|
||||||||||||
|
SSgA Age Based 2040 Strategy Fund
|
2
|
unit
|
$
|
73
|
$
|
79
|
||||||
|
Age Based 2045 Strategy
|
||||||||||||
|
SSgA Age Based 2045 Strategy Fund
|
22
|
units
|
$
|
253
|
$
|
263
|
||||||
|
BlackRock Equity Index Fund
|
1,397
|
units
|
$
|
17,420
|
$
|
17,672
|
||||||
|
SSgA Russell 2000 Index Strategy Fund
|
52
|
units
|
$
|
1,402
|
$
|
1,388
|
||||||
|
SSgA S&P Midcap 400 Index Strategy Fund
|
54
|
units
|
$
|
2,420
|
$
|
2,410
|
||||||
|
Age Based Lifetime Strategy
|
||||||||||||
|
SSgA Age Based Lifetime Income Strategy Fund
|
2
|
units
|
$
|
22
|
$
|
26
|
||||||
|
Total Common Collective Funds
|
$
|
25,991
|
$
|
26,644
|
||||||||
|
(a)
|
(b)
|
(c)
|
(d)
|
(e)
|
||||||||||
|
Identity of issue, borrower,
lessor or similar party
|
Description of investment/interest
|
Cost
|
Current Value
|
|||||||||||
|
Mutual Funds:
|
||||||||||||||
|
American Beacon Large Cap Value Fund
|
106
|
units
|
$
|
1,954
|
$
|
1,877
|
||||||||
|
Artio Total Return Bond Fund
|
423
|
units
|
$
|
5,804
|
$
|
5,793
|
||||||||
|
American Funds - Fundamental Investors Fund
|
456
|
units
|
$
|
17,818
|
$
|
16,124
|
||||||||
|
*
|
Mainstay Balanced Fund
|
430
|
units
|
$
|
11,209
|
$
|
11,223
|
|||||||
|
American Funds - The Growth Fund of America
|
110
|
units
|
$
|
3,160
|
$
|
3,151
|
||||||||
|
*
|
Mainstay International Equity Fund
|
734
|
units
|
$
|
10,704
|
$
|
7,388
|
|||||||
|
Mutual Fund Window
|
||||||||||||||
|
TD Ameritrade Participant-Directed Brokerage Account -
|
various mutual fund investments
|
$
|
2,589
|
$
|
2,589
|
|||||||||
|
Total Mutual Funds
|
$
|
53,238
|
$
|
48,145
|
||||||||||
|
Common Stock:
|
||||||||||||||
|
*
|
MTI Common Stock Fund
|
|||||||||||||
|
Minerals Technologies Inc.
|
||||||||||||||
|
|
Common Stock
|
386
|
units
|
$
|
23,033
|
$
|
21,799
|
|||||||
|
Pfizer Common Stock Fund
|
||||||||||||||
|
Pfizer Inc. Common Stock
|
667
|
units
|
$
|
16,205
|
$
|
14,437
|
||||||||
|
Total Common Stock
|
$
|
39,238
|
$
|
36,236
|
||||||||||
|
*
|
Notes receivable from participants
|
313 loans to participants with interest rates of 4.25% to 10.50% with various maturity dates through 2026
|
$
|
-
|
$
|
2,911
|
||||||||
|
|
Total
|
$
|
147,229
|
|||||||||||
|
By:
|
/s/ Douglas Dietrich
|
|
Douglas Dietrich
Senior Vice President - Finance and Treasury,
Chief Financial Officer
Member, Minerals Technologies Inc. Savings
and Investment Plan Committee
|