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FORM 11-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 [NO FEE REQUIRED]
For the fiscal year ended December 31, 2004
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OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from _____________ to _____________
Commission File Number 1-3970
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HARSCO CORPORATION SAVINGS PLAN
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(Full title of the Plan)
HARSCO CORPORATION
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(Name of issuer of the securities held pursuant to the Plan)
350 Poplar Church Road
Camp Hill, PA 17011
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(Address of principal executive office)
Telephone - (717) 763-7064
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HARSCO CORPORATION SAVINGS PLAN
INDEX TO
FORM 11-K ANNUAL REPORT
-----------------------
Form 11-K
Pages
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Report of Independent Registered Public Accounting Firm 3
Financial Statements:
Statements of Net Assets Available for Benefits -
December 31, 2004 and December 31, 2003 4
Statement of Changes in Net Assets Available for Benefits -
For the Year Ended December 31, 2004 5
Notes to Financial Statements 6-14
Supplemental Schedule:
Schedule of Assets (Held at End of Year) - Schedule H, Line 4(i)* 15
Exhibits:
Exhibit 23 - Consent of Independent Registered Public Accounting Firm
* Refers to item number in Form 5500 (Annual Return/Report of Employee
Benefit Plan) for the plan year ended December 31, 2004.
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Participants and the Plan Administrative Committee of
the Harsco Corporation Savings Plan:
In our opinion, the accompanying statements of net assets available for benefits
and the related statement of changes in net assets available for benefits
present fairly, in all material respects, the net assets available for benefits
of the Harsco Corporation Savings Plan (the "Plan") at December 31, 2004 and
2003, and the changes in net assets available for benefits for the year ended
December 31, 2004 in conformity with accounting principles generally accepted in
the United States of America. 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 of these
statements in accordance with the standards of the Public Company Accounting
Oversight Board (United States). Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and significant estimates
made by management, and evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedule of assets held
for investment purposes is presented for the purpose of additional analysis and
is not a required part of the basic financial statements but is supplementary
information required by the Department of Labor's Rules and Regulations for
Reporting and Disclosure under the Employee Retirement Income Security Act of
1974. This supplemental schedule is the responsibility of the Plan's management.
The supplemental schedule has been subjected to the auditing procedures applied
in the audits of the basic financial statements and, in our opinion, is fairly
stated in all material respects in relation to the basic financial statements
taken as a whole.
/S/ PricewaterhouseCoopers LLP
Philadelphia, Pennsylvania
June 24, 2005
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HARSCO CORPORATION SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
(dollars in thousands)
December 31, 2004 and December 31, 2003
Assets
December 31 December 31
2004 2003
--------- ---------
Participant directed investments, at fair value $ 119,190 $ 224,478
Contributions Receivable:
Employer's 9 18
Participants' 100 75
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Total receivables 109 93
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Net assets available for benefits $ 119,299 $ 224,571
========= =========
The accompanying notes are an integral part of the financial statements.
-4-
HARSCO CORPORATION SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
(dollars in thousands)
For the Year Ended December 31, 2004
Additions to net assets attributed to:
Investment income:
Net appreciation in the fair value of investments $ 16,229
Dividends 1,894
Interest - money market fund 87
Interest - participant loans 323
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18,533
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Contributions:
Employer's 903
Participants' 4,168
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Transfers in from Harsco Retirement Savings
and Investment Plan (HRSIP) due to
Employee classification change 36
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Total additions 23,640
Deductions:
Withdrawals (16,780)
Transfer to HRSIP (110,891)
Other transfers out to HRSIP due to employee
classification change (1,241)
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Net decrease in net assets available for benefits (105,272)
Net assets available for benefits:
December 31, 2003 224,571
---------
December 31, 2004 $ 119,299
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The accompanying notes are an integral part of the financial statements.
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NOTES TO FINANCIAL STATEMENTS
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1. General Description of Plan:
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The following description of the Harsco Corporation Savings 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.
The Plan is a defined contribution plan designed to comply with the
requirements of the Employee Retirement Income Security Act of 1974
("ERISA") and with the requirements for qualification under Sections 401(a)
and 401(k) of the Internal Revenue Code (the "Code").
As of January 1, 2004, all U.S. hourly and Air-X-Changers salaried
employees who are employed by Harsco Corporation (the "Company") or any
subsidiary of either the Company or a subsidiary which adopts this Plan
with the approval of the Company shall be covered by, or remain covered by
this Plan, are deemed "Eligible Employees." Also eligible are employees
covered by a collective bargaining agreement where the agreement provides
for the employees' eligibility to participate in the Plan. Prior to January
1, 2004, in addition to hourly employees, eligible employees also included
all U.S. employees (including officers) who received a stated weekly,
monthly, or annual rate of compensation. New employees deemed Eligible
Employees under this Plan are eligible to participate in the Plan as of the
first payroll of January, April, July or October after the date of hire.
To participate in the Plan, an Eligible Employee must elect to contribute
to the Plan through payroll deductions each pay period. Contributions are
in whole percentages from 1% to 75% of compensation received for services
as an employee of the Company or any subsidiary of the Company. The
participant shall designate what percentage of such contributions will be
"Pre-Tax Contributions" and what percentage will be "After-Tax
Contributions." A participant who makes Matched Pre-Tax and/or Matched
After-Tax Contributions in an aggregate amount of 6% of his or her
compensation may also elect to contribute from 1% to 69% of his or her
compensation as an Unmatched Pre-Tax Contribution and from 1% to 16% of his
or her compensation as an Unmatched After-Tax Contribution, subject to IRS
and Plan limitations. In no event during the year may (a) Matched Pre-Tax
and Matched After-Tax Contributions exceed 6% of compensation, (b)
Unmatched Pre-Tax and Unmatched After-Tax Contribution exceed 69% of
compensation or (c) Pre-Tax Contributions exceed the amount specified by
the Internal Revenue Service (IRS) code which was $13,000 and $12,000 for
the years ended December 31, 2004 and 2003, respectively, for participants
under 50 years of age. For participants who turned 50 on or before the end
of the calendar year, the pretax limit was $16,000 and $14,000 in 2004 and
2003, respectively, as a result of an additional $3,000 and $2,000 of
"catch-up contributions" allowed by law in 2004 and 2003, respectively.
Pre-Tax Contributions shall constitute a reduction in the participant's
taxable income for purposes of Section 401(k) of the Code. After-Tax
Contributions will be considered to be the participant's contributions to
the Plan and shall not constitute a reduction in the participant's taxable
income for the purposes of Section 401(k) of the Code.
-6-
NOTES TO FINANCIAL STATEMENTS, continued
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1. General Description of Plan: (continued)
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Pursuant to the Plan, the Company will make contributions in cash to the
trustee for the account of each participant in an amount equal to 50% of
the first 6% of such participant's compensation designated as Matched
Pre-Tax Contributions and/or Matched After-Tax Contributions. These
contributions are referred to as "Company Matching Contributions".
Participants are immediately vested in their contributions plus actual
earnings thereon. Vesting in the Company's Matching Accounts is based on
years of vesting service. A participant is 100% vested after three years of
credited service.
The Company pays administrative fees related to maintaining the Plan as a
whole. Fees for investment management are subtracted from fund performance
reported by each fund. Loan setup fees, quarterly loan fees and withdrawal
fees are paid by the participant. Transfers in and out of the Harsco
Corporation Common Stock Fund are assessed a $0.03 commission per share
transferred.
Participants may borrow from their fund accounts a minimum of $500 to a
maximum of 50% of their vested account balance, not to exceed $50,000. Loan
transactions are treated as a transfer to (from) the respective investment
fund(s) from (to) the Participant Loans fund. The participant may choose
the loan repayment period, not to exceed five years. However, the term may
be for any period not to exceed 15 years if the purpose of the loan is to
acquire the participant's principal residence. The loans are collateralized
only by the portion of the participant's account from which the loan is
made and bear interest at a rate commensurate with local prevailing rates
as determined periodically by the Plan administrator. Interest rates on
outstanding loans, based on the trustee's prime rate plus one percent,
ranged from 5.00% to 10.5% at December 31, 2004. Principal and interest is
paid ratably through payroll deductions.
On termination of service, a participant or beneficiary may elect one of
three options. The participant or beneficiary may elect to receive either a
lump-sum amount equal to the value of the participant's vested interest in
his or her account; a portion paid in a lump-sum, and the remainder paid
later; or annual installments over not more than fifteen years.
-7-
NOTES TO FINANCIAL STATEMENTS, continued
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1. General Description of Plan: (continued)
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While the Company has not expressed any intent to discontinue the Plan, it
reserves the right to terminate the Plan at any time or discontinue
contributions thereunder. In the event such discontinuance resulted in the
termination of the Plan, the accounts of each affected employee who has not
yet incurred a break in service shall be fully vested. Complete
distributions or withdrawals would be distributed to Plan participants and
beneficiaries in proportion to their respective account balances.
2. Summary of Significant Accounting Policies:
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Basis of Accounting:
The financial statements of the Plan are prepared under the accrual basis
of accounting.
Investment Valuation:
---------------------
The Harsco Corporation Common Stock Fund is stated at market value, which
represents the closing price of the stock on the Composite Reporting Tape
of the stock exchanges on the last day of trading of the calendar year.
Shares in the American Funds EuroPacific Growth Fund, American Funds Growth
Fund of America, Ariel Appreciation Fund, Dodge & Cox Stock Fund, Morgan
Stanley Institutional Fund, Inc. U.S. Real Estate Fund, Neuberger Berman
Genesis Fund, PIMCO Total Return Fund, Putnam Bond Index Fund, Putnam Fund
for Growth and Income, Putnam Income Fund, Putnam Money Market Fund, Putnam
New Opportunities Fund, Putnam Voyager Fund, Vanguard Institutional Index
Fund, Putnam Retirement Ready Funds and T. Rowe Price Retirement Funds are
valued at net asset value, which represents fair value. Cash, which
represents funds held until purchases of common stock are completed, is
stated at fair value. Participant loans are valued at cost which
approximates fair value
Payment of Benefits:
--------------------
Benefit payments to participants are recorded when paid.
Use of Estimates:
-----------------
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosures of contingent assets and liabilities at the date of the
financial statements and the reported amounts of additions and deductions
during the reporting period. Actual results could differ from those
estimates.
Other:
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The Plan presents in the Statement of Changes in Net Assets Available for
Benefits the net appreciation (depreciation) in the market value of its
investments which consists of the realized gains or losses and the
unrealized appreciation (depreciation) on those investments.
-8-
NOTES TO FINANCIAL STATEMENTS, continued
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2. Summary of Significant Accounting Policies: (continued)
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The purchase and sale of investments are recorded on a trade-date basis.
Dividend income is recorded on the ex-dividend date. Income from other
investments is recorded as earned on an accrual basis. Both participant
contributions and Company matching contributions are accrued in the period
of the related payroll deductions. Forfeitures, a result of participant
withdrawals prior to their full vesting in the Plan, are used to reduce the
amount of future Company matching contributions. In 2004, forfeited amounts
of $433,181 were used to offset Company matching contributions and $253,745
remained in a money market fund at December 31, 2004 to be used to offset
future Company matching contributions.
3. Investment Options:
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The Plan, comprised of participant directed contributions, contains the
following investment options:
(1) Harsco Corporation Common Stock Fund - a fund consisting of Common
Stock of Harsco Corporation purchased in the open market or through
privately negotiated transactions to the extent permitted by rules of
the New York Stock Exchange and the Securities and Exchange
Commission.
(2) American Funds EuroPacific Growth Fund - a long-term growth oriented
fund consisting primarily of stocks of issuers located in Europe and
the Pacific Basin.
(3) American Funds Growth Fund of America - a long-term growth oriented
fund consisting primarily of stocks that American Funds management
believes offer superior opportunities for growth of capital.
(4) Ariel Appreciation Fund - a long-term growth oriented fund consisting
primarily of medium sized company stocks.
(5) Dodge & Cox Stock Fund - a fund consisting principally of common stock
with a primary objective of long-term growth and income. The fund's
secondary objective is to achieve a reasonable current income.
(6) Morgan Stanley Institutional Fund, Inc. U.S. Real Estate Fund - a fund
consisting primarily of equity securities of companies in the U.S.
real estate industry, including real estate investment trusts. The
fund seeks to provide above average current income and long-term
capital appreciation.
(7) Neuberger Berman Genesis Fund - a fund consisting mainly of common
stock of small capitalization companies that offer potential for
capital growth.
-9-
NOTES TO FINANCIAL STATEMENTS, continued
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3. Investment Options: (continued)
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(8) PIMCO Total Return Fund - a fund consisting, under normal
circumstances, of at least 65% of its assets in a diversified
portfolio of fixed income instruments of varying maturities. The fund
seeks maximum total returns, consistent with preservation of capital
and prudent investment management.
(9) Putnam Bond Index Fund - a fund consisting of a sample of securities
included in the Lehman Brothers Aggregate Bond Index. The fund's goal
is to achieve a return, before the assessment of any fees that closely
approximates the index.
(10) Putnam Fund for Growth and Income - a fund consisting primarily of
common stocks located mainly in the United States that offer potential
for capital growth, current income, or both.
(11) Putnam Income Fund - a fund seeking high current income consistent
with what Putnam management believes to be prudent risk. The fund
includes principally investments in bonds and other debt securities.
Bonds include both corporate and government bonds.
(12) Putnam Money Market Fund - a fund seeking as high a rate of current
income as Putnam's management believes is consistent with preservation
of capital and maintenance of liquidity. The fund consists of
short-term high-quality money market securities. Investments in this
fund are neither insured nor guaranteed by the U.S. government.
(13) Putnam New Opportunities Fund - a fund consisting primarily of
investments in common stock of U.S. companies within certain industry
groups that Putnam management believes have high growth potential.
(14) Putnam Voyager Fund - a fund consisting mainly of investments in stock
of midsized to large companies expected to grow over time. The fund
invests all or a portion of its assets in companies located mainly
inside the United States.
(15) Vanguard Institutional Index Fund - a fund consisting of investments
in the same stocks and in substantially the same percentages as the
S&P 500 Index.
(16) Putnam Retirement Ready Funds (2010-2045) - a fund employing an asset
allocation strategy based on investors' projected retirement year. The
fund seeks capital appreciation and current income.
(17) T. Rowe Price Retirement Funds (2005-2040) - a fund employing an asset
allocation strategy based on investors' projected retirement year. The
fund invests in a combination of T. Rowe Price mutual funds
representing different types of stocks and bonds.
-10-
NOTES TO FINANCIAL STATEMENTS, continued
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3. Investment Options: (continued)
-------------------------------
The Plan provides for various investment options as described above.
Investment securities are exposed to various risks, such as interest rate,
market, and credit. Due to the level of risk associated with certain
investment securities and the level of uncertainty related to changes in
the value of investment securities, it is at least reasonably possible that
changes in risks in the near term could materially affect participants'
account balances and the amounts reported in the statement of net assets
available for plan benefits and the statement of changes in net assets
available for plan benefits.
There were 3,368 participants at December 31, 2004 who participated in one
or more of the 33 investment funds. At December 31, 2004 the number of
participants selecting each of the investment funds for their contributions
was as follows:
Harsco Corporation Common Stock Fund....................... 3,089
Putnam Money Market Fund................................... 1,798
Vanguard Institutional Index Fund.......................... 1,620
Putnam Voyager Fund........................................ 1,293
Putnam New Opportunities Fund.............................. 1,201
American Funds EuroPacific Growth Fund..................... 844
Putnam Fund for Growth and Income.......................... 698
Putnam Income Fund......................................... 445
Neuberger Berman Genesis Fund.............................. 322
PIMCO Total Return Fund.................................... 236
Dodge & Cox Stock Fund..................................... 136
Morgan Stanley Institutional Fund, Inc. U.S.
Real Estate Fund......................................... 126
Ariel Appreciation Fund.................................... 59
American Funds Growth Fund of America...................... 53
Putnam Bond Index Fund..................................... 50
Putnam Retirement Ready Maturity........................... 75
Putnam Retirement Ready 2010............................... 112
Putnam Retirement Ready 2015............................... 146
Putnam Retirement Ready 2020............................... 155
Putnam Retirement Ready 2025............................... 164
Putnam Retirement Ready 2030............................... 146
Putnam Retirement Ready 2035............................... 104
Putnam Retirement Ready 2040............................... 66
Putnam Retirement Ready 2045............................... 30
T Rowe Price Retirement Income............................. 1
T Rowe Price Retirement 2005............................... 2
T Rowe Price Retirement 2010............................... 3
T Rowe Price Retirement 2015............................... 5
T Rowe Price Retirement 2020............................... 4
T Rowe Price Retirement 2025............................... 9
T Rowe Price Retirement 2030............................... 6
-11-
NOTES TO FINANCIAL STATEMENTS, continued
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3. Investment Options: (continued)
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T Rowe Price Retirement 2035............................... 5
T Rowe Price Retirement 2040............................... 12
The following table separately identifies those investments which represent five
percent or more of the Plan's net assets at December 31, 2004 with comparable
information for 2003:
(in thousands) December 31 December 31
2004 2003
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Harsco Corporation Common Stock Fund $ 56,701 $ 93,942
Vanguard Institutional Index Fund 13,549 26,291
Putnam Money Market Fund 9,638 21,257
Putnam Voyager Fund 7,813 15,903
Putnam New Opportunities Fund 6,250 11,788
Other 25,239 55,297
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$ 119,190 $ 224,478
========= =========
4. Related-Party Transactions:
---------------------------
Certain Plan investments are shares of mutual funds managed by Putnam
Investments. Putnam Investments is the trustee as defined by the Plan, and
therefore, transactions in these funds qualify as party-in-interest
transactions. Transactions in the Harsco Corporation Common Stock Fund also
qualify as party-in-interest transactions.
5. Plan Amendments:
----------------
The Company amended the Plan effective January 1, 2004, to include rollover
contributions when determining whether a Participant's account exceeds
$5,000. This threshold is used to determine if a Participant's balance will
be immediately paid-out to the participant upon the participant leaving
employment with the Company or if it will remain in the Plan until the
Participant chooses to withdraw it.
-12-
NOTES TO FINANCIAL STATEMENTS, continued
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6. Federal Income Taxes:
---------------------
The Company received a determination letter from the Internal Revenue
Service on May 15, 2003, that the Plan, as amended March 28, 2003, is a
qualified plan under Sections 401(a) and 401(k) of the Internal Revenue
Code and is therefore exempt from Federal income taxes under the provisions
of Section 501(a). The determination letter renewed the IRS's previous
favorable determination made on December 26, 2000. The Plan has been
amended since the IRS made its latest determination. However, the Plan
administrator and the Plan's tax counsel believe that the Plan is designed
and is currently being operated in compliance with the applicable
provisions of the Internal Revenue Code.
7. Transfers to Harsco Retirement Savings and Investment Plan:
-----------------------------------------------------------
Effective January 1, 2004, the account balances of salaried employees in
the Plan totaling $110.9 million were transferred to a new plan titled,
"Harsco Retirement Savings and Investment Plan" (HRSIP). The creation of
the HRSIP and transfer were made in connection with the Company
restructuring salaried employees' pension benefit plans from principally
defined benefit to principally defined contribution. Hourly and salaried
Air-X-Changers employees remain in the Plan. Other than this change, there
have not been any structural changes to the Plan with regards to investment
options, employee contributions or the Company's matching of employee
contributions.
During 2004 there were transfers of $1.2 million to the HRSIP due to
employee classification changes whereby employees' classification changed
from hourly to salaried.
-13-
HARSCO CORPORATION SAVINGS PLAN
SCHEDULE H, LINE 4(i) - SCHEDULE OF ASSETS (HELD AT END OF YEAR)
FORM 5500
December 31, 2004
(dollars in thousands)
(a) (b) & (c) (d) (e)
Party Shares or Current
In Interest Units Identity of Issue and Description of Investment Cost Value
----------- --------- ----------------------------------------------- --------- ---------
Common Stock:
* 1,017,241 Harsco Corp. Common Stock, par value $ $ 26,150 $ 56,701
--------- ---------
N/A Participant Loans (1) 3,166 3,166
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Mutual Funds:
122,383 Vanguard Institutional Index Fund 12,684 13,549
* 470,384 Putnam Voyager Fund 9,713 7,813
* 9,638,276 Putnam Money Market 9,638 9,638
* 150,495 Putnam New Opportunities Fund 7,544 6,250
103,661 American Europacific Growth Fund R-3 3,005 3,655
* 122,660 Putnam Fund for Growth and Income 2,221 2,380
62,714 Neuberger Berman Genesis Trust Fund 2,010 2,676
* 227,755 Putnam Income Fund 1,520 1,558
128,307 Pimco Total Return Fund 1,379 1,369
7,123 Dodge & Cox Stock Fund 796 927
38,856 Morgan Stanley Institutional Fund, Inc.
U.S. Real Estate Fund 728 895
9,295 Ariel Appreciation Fund 383 443
10,263 Growth Fund of America 257 278
* 10,470 Putnam Bond Index Fund 140 147
* 17,939 Putnam Retirement Ready Maturity 1,004 1,022
* 21,048 Putnam Retirement Ready 2010 Fund 1,196 1,230
* 26,991 Putnam Retirement Ready 2015 Fund 1,693 1,769
* 21,311 Putnam Retirement Ready 2020 Fund 1,295 1,369
* 13,735 Putnam Retirement Ready 2025 Fund 904 964
* 7,882 Putnam Retirement Ready 2030 Fund 492 525
* 4,386 Putnam Retirement Ready 2035 Fund 275 296
-14-
HARSCO CORPORATION SAVINGS PLAN
SCHEDULE H, LINE 4(i) - SCHEDULE OF ASSETS (HELD AT END OF YEAR)
FORM 5500
(Continued)
December 31, 2004
(dollars in thousands)
(a) (b) & (c) (d) (e)
Party Shares or Current
In Interest Units Identity of Issue and Description of Investment Cost Value
----------- --------- ----------------------------------------------- --------- ---------
* 1,245 Putnam Retirement Ready 2040 Fund 79 85
* 487 Putnam Retirement Ready 2045 Fund 31 33
339 T Rowe Price Retirement Income 4 4
10,147 T Rowe Price Retirement 2005 101 107
8,876 T Rowe Price Retirement 2010 115 125
3,980 T Rowe Price Retirement 2015 39 43
101 T Rowe Price Retirement 2020 1 2
7,491 T Rowe Price Retirement 2025 74 81
2,073 T Rowe Price Retirement 2030 32 32
636 T Rowe Price Retirement 2035 6 7
902 T Rowe Price Retirement 2040 13 14
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Total Mutual Funds 59,372 59,286
--------- ---------
N/A Cash 37 37
--------- ---------
Total Assets Held for Investment Purposes $ 88,725 $ 119,190
========= =========
* Represents party in interest
(1) Participant Loans range up to 15 years to maturity and interest rates
on these loans ranged from 5.00% to 10.5%.
-15-
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Plan Administrative Committee has duly caused this annual report to be signed by
the undersigned thereunto duly authorized.
HARSCO CORPORATION SAVINGS PLAN
BY: /S/ Mark E. Kimmel
---------------------------------
Mark E. Kimmel
General Counsel & Corporate Secretary
June 28, 2005
-16-