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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 RETIREMENT SAVINGS AND INVESTMENT 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 RETIREMENT SAVINGS AND INVESTMENT PLAN
INDEX TO
FORM 11-K ANNUAL REPORT
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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 4
Statement of Changes in Net Assets Available for Benefits -
For the Year Ended December 31, 2004 5
Notes to Financial Statements 6-13
Supplemental Schedule:
Schedule of Assets (Held at End of Year) - Schedule H, Line 4(i)* 14-15
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 Retirement Savings and Investment 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 Retirement Savings and Investment Plan (the "Plan") at December
31, 2004, 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 audit. We conducted our audit
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 audit provides a reasonable basis for our opinion.
Our audit was 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 audit 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 RETIREMENT SAVINGS AND INVESTMENT PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
(dollars in thousands)
December 31, 2004
Assets
December 31
2004
Participant directed Investments, at fair value $ 135,623
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Contributions Receivable:
Employer's 50
Participants' 128
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Total receivables 178
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Net assets available for benefits $ 135,801
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The accompanying notes are an integral part of the financial statements.
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HARSCO RETIREMENT SAVINGS AND INVESTMENT 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 $ 17,549
Dividends 2,315
Interest - money market fund 99
Interest - participant loans 193
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20,156
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Contributions:
Employer's 3,178
Participants' 7,591
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10,769
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Transfer from Harsco Corporation Savings Plan 110,891
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Other transfers in from Harsco Corporation Savings
Plan due to employee classification change 1,241
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Total additions 143,057
Deductions:
Withdrawals (7,220)
Transfers out to Harsco Corporation Savings
Plan due to employee classification change (36)
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Net increase in net assets available for benefits 135,801
Net assets available for benefits:
December 31, 2003 --
---------
December 31, 2004 $ 135,801
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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. Transfer from Harsco Corporation Savings Plan and creation of the Plan:
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Effective January 1, 2004, the account balances of salaried employees in
the Harsco Corporation Savings Plan totaling $110.9 million were spun off
to create the Harsco Retirement Savings and Investment Plan (the "Plan").
The spin off was made in connection with the Company restructuring salaried
employees' defined benefit pension plans from principally defined benefit
to principally defined contribution. Hourly and salaried Air-X-Changers
employees remain in the Harsco Corporation Savings Plan.
2. General Description of Plan:
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The following description of 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").
All U.S. salaried non-union employees (including officers) 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. 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 for the year
ended December 31, 2004 for
-6-
NOTES TO FINANCIAL STATEMENTS, continued
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2. General Description of Plan: (continued)
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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 in 2004
as a result of an additional $3,000 "catch-up contributions" allowed by law
in 2004. 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.
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 100% of
the first 3% of such participant's compensation designated as Matched
Pre-Tax Contributions and/or Matched After-Tax Contributions, and 50% of
the sum of the next 2% of each eligible Participant's Matched Pre-Tax
Contributions and/or Matched After-Tax contributions for the period. These
contributions are referred to as "Company Matching Contributions".
As of December 31 of each plan year, the employer may make a Company
discretionary contribution to the Plan in an amount determined by the
Company's board of directors. Employer discretionary contributions are
allocated to the accounts of eligible participants in the proportion that
each eligible participant's compensation bears to the aggregate
compensation of all eligible participants who are entitled to an allocation
of the Company discretionary contribution for that Plan year.
Participants are immediately vested in their contributions plus actual
earnings thereon and current Company Matching Contributions to the Plan.
Vesting in the Company's Harsco Savings Matching Accounts and discretionary
contributions are based on years of vesting service. A participant is 100%
vested in the Company's Matching Accounts transferred from the Harsco
Savings Plan after three years of credited service. A participant is 100%
vested in the Company's discretionary contributions after five 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
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NOTES TO FINANCIAL STATEMENTS, continued
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2. General Description of Plan: (continued)
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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.
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.
3. Summary of Significant Accounting Policies:
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Basis of Accounting:
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The financial statements of the Plan are prepared under the accrual basis
of accounting.
Investment Valuation:
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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:
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Benefit payments to participants are recorded when paid.
-8-
NOTES TO FINANCIAL STATEMENTS, continued
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3. Summary of Significant Accounting Policies: (continued)
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Use of Estimates:
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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.
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 $91,298 were used to offset Company matching contributions and $14,348
remained in a money market fund at December 31, 2004 to be used to offset
future Company matching contributions.
4. 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.
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NOTES TO FINANCIAL STATEMENTS, continued
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4. Investment Options: (continued)
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(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.
(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.
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NOTES TO FINANCIAL STATEMENTS, continued
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4. Investment Options: (continued)
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(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.
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 1,847 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......................... 1,390
Putnam Money Market Fund..................................... 825
Vanguard Institutional Index Fund............................ 813
Putnam New Opportunities Fund................................ 619
Putnam Voyager Fund.......................................... 617
American Funds EuroPacific Growth Fund....................... 514
Putnam Fund for Growth and Income............................ 420
Neuberger Berman Genesis Fund................................ 378
PIMCO Total Return Fund...................................... 308
Dodge & Cox Stock Fund....................................... 299
Putnam Income Fund........................................... 244
Morgan Stanley Institutional Fund, Inc. U.S.
Real Estate Fund........................................... 219
Ariel Appreciation Fund...................................... 163
American Funds Growth Fund of America........................ 151
Putnam Bond Index Fund....................................... 76
Putnam Retirement Ready Maturity............................. 29
Putnam Retirement Ready 2010................................. 73
Putnam Retirement Ready 2015................................. 103
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NOTES TO FINANCIAL STATEMENTS, continued
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4. Investment Options: (continued)
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Putnam Retirement Ready 2020................................. 112
Putnam Retirement Ready 2025................................. 99
Putnam Retirement Ready 2030................................. 72
Putnam Retirement Ready 2035................................. 52
Putnam Retirement Ready 2040................................. 25
Putnam Retirement Ready 2045................................. 26
T Rowe Price Retirement Income............................... 1
T Rowe Price Retirement 2005................................. 0
T Rowe Price Retirement 2010................................. 10
T Rowe Price Retirement 2015................................. 11
T Rowe Price Retirement 2020................................. 21
T Rowe Price Retirement 2025................................. 8
T Rowe Price Retirement 2030................................. 10
T Rowe Price Retirement 2035................................. 5
T Rowe Price Retirement 2040................................. 10
The following table separately identifies those investments which represent five
percent or more of the Plan's net assets at December 31, 2004:
(in thousands) December 31
2004
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Harsco Corporation Common Stock Fund $ 53,201
Vanguard Institutional Index Fund 13,453
Putnam Money Market Fund 10,912
Neuberger Berman Genesis Fund 7,375
Putnam Voyager Fund 7,288
Other 43,394
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$ 135,623
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5. 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.
-12-
NOTES TO FINANCIAL STATEMENTS, continued
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6. Plan Amendment:
---------------
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.
7. Federal Income Taxes:
---------------------
The Company received a determination letter from the Internal Revenue
Service on May 19, 2005 that the Plan 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 Plan has
been amended since the IRS made its 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.
8. Subsequent Event - 2% Discretionary contribution:
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In February 2005, the Company made a discretionary contribution totaling
$1.8 million equal to 2% of the compensation paid to Plan participants in
2004. The discretionary contribution will be recorded as a 2005
contribution.
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HARSCO RETIREMENT SAVINGS AND INVESTMENT 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:
* 954,442 Harsco Corp. Common Stock, par value $ $ 26,059 $ 53,201
--------- ---------
N/A Participant Loans (1) 2,954 2,954
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Mutual Funds:
121,517 Vanguard Institutional Index Fund 12,413 13,453
* 438,761 Putnam Voyager Fund 6,973 7,288
* 10,912,428 Putnam Money Market 10,912 10,912
* 145,077 Putnam New Opportunities Fund 5,497 6,025
134,138 American Europacific Growth Fund R-3 4,117 4,730
* 173,405 Putnam Fund for Growth and Income 3,089 3,364
172,845 Neuberger Berman Genesis Trust Fund 6,545 7,375
* 246,479 Putnam Income Fund 1,664 1,686
318,157 Pimco Total Return Fund 3,422 3,395
39,244 Dodge & Cox Stock Fund 4,617 5,110
120,205 Morgan Stanley Institutional Fund, Inc. U.S.
Real Estate Fund 2,285 2,770
38,258 Ariel Appreciation Fund 1,685 1,824
64,928 Growth Fund of America 1,619 1,760
* 24,055 Putnam Bond Index Fund 331 338
* 9,051 Putnam Retirement Ready Maturity 507 516
* 28,071 Putnam Retirement Ready 2010 Fund 1,595 1,640
* 38,344 Putnam Retirement Ready 2015 Fund 2,404 2,513
* 21,664 Putnam Retirement Ready 2020 Fund 1,317 1,391
* 10,890 Putnam Retirement Ready 2025 Fund 717 764
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HARSCO RETIREMENT SAVINGS AND INVESTMENT 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
----------- --------- ----------------------------------------------- --------- ---------
* 11,617 Putnam Retirement Ready 2030 Fund 724 774
* 4,500 Putnam Retirement Ready 2035 Fund 282 303
* 1,442 Putnam Retirement Ready 2040 Fund 92 99
* 1,354 Putnam Retirement Ready 2045 Fund 86 93
18,676 T Rowe Price Retirement 2010 254 262
26,798 T Rowe Price Retirement 2015 268 288
29,964 T Rowe Price Retirement 2020 421 446
8,085 T Rowe Price Retirement 2025 85 88
7,052 T Rowe Price Retirement 2030 100 109
1,128 T Rowe Price Retirement 2035 12 12
3,629 T Rowe Price Retirement 2040 52 56
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Total Mutual Funds 74,085 79,384
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N/A Cash 84 84
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Total Assets Held for Investment Purposes $ 103,182 $ 135,623
========= =========
* 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-
SIGNATURE
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 RETIREMENT SAVINGS AND
INVESTMENT PLAN
BY: /S/ Mark E. Kimmel
---------------------------------
Mark E. Kimmel
General Counsel & Corporate Secretary
June 28, 2005
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