WWW.EXFILE.COM, INC. -- 888-775-4789 -- HARSCO CORPORATION RETIREMENT SAVINGS AND INVESTMENT PLAN -- FORM 11-K
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
11-K
x ANNUAL REPORT PURSUANT
TO SECTION 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
For the
fiscal year ended December 31,
2008
OR
o TRANSITION REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
For the
transition period from _____________ to _____________
Commission
File Number 1-3970
HARSCO
RETIREMENT SAVINGS AND INVESTMENT PLAN
HARSCO
CORPORATION
350
Poplar Church Road
Camp
Hill, PA 17011
Telephone
(717) 763-7064
HARSCO
RETIREMENT SAVINGS AND INVESTMENT PLAN
FORM 11-K
INDEX
|
Page
|
|
|
Report
of Independent Registered Public Accounting Firm
|
3
|
|
|
Financial
Statements:
|
|
Statements
of Net Assets Available for Benefits -
|
|
December
31, 2008 and 2007
|
4
|
|
|
Statement
of Changes in Net Assets Available for Benefits -
|
|
For
the Year Ended December 31, 2008
|
5
|
|
|
Notes
to Financial Statements
|
6-14
|
|
|
Supplemental
Schedule:
|
|
Schedule
of Assets (Held at End of Year) - Schedule H, Line 4(i)*
|
15
|
|
|
Signature
|
16
|
|
|
Exhibit
Index:
|
|
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,
2008.
|
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, 2008
and 2007, and the changes in net assets available for benefits for the year
ended December 31, 2008 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 schedule of assets held 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 29,
2009
HARSCO
RETIREMENT SAVINGS AND INVESTMENT PLAN
STATEMENTS
OF NET ASSETS AVAILABLE FOR BENEFITS
(dollars
in thousands)
Assets
|
|
December
31
|
|
|
December
31
|
|
|
|
2008
|
|
|
2007
|
|
|
|
|
|
|
|
|
Participant
directed Investments, at fair value
|
|
$ |
140,828 |
|
|
$ |
253,518 |
|
|
|
|
|
|
|
|
|
|
Contributions
receivable:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Employer
|
|
|
104 |
|
|
|
2,185 |
|
|
|
|
|
|
|
|
|
|
Participants
|
|
|
277 |
|
|
|
283 |
|
|
|
|
|
|
|
|
|
|
Total
contributions receivable
|
|
|
381 |
|
|
|
2,468 |
|
|
|
|
|
|
|
|
|
|
Dividends
receivable
|
|
|
342 |
|
|
|
348 |
|
|
|
|
|
|
|
|
|
|
Net
assets available for benefits
|
|
$ |
141,551 |
|
|
$ |
256,334 |
|
|
The
accompanying notes are an integral part of the financial
statements.
|
HARSCO
RETIREMENT SAVINGS AND INVESTMENT PLAN
STATEMENT
OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
(dollars
in thousands)
For the
Year Ended December 31, 2008
Investment
income (loss):
|
|
|
|
|
|
|
|
Net
depreciation in the fair value of investments
|
|
$ |
(101,925 |
) |
|
|
|
|
|
Dividends
|
|
|
5,127 |
|
|
|
|
|
|
Interest
– money market fund
|
|
|
505 |
|
|
|
|
|
|
Interest
- participant loans
|
|
|
278 |
|
|
|
|
|
|
Total
investment loss
|
|
|
(96,015 |
) |
|
|
|
|
|
Contributions:
|
|
|
|
|
|
|
|
|
|
Employer
|
|
|
3,691 |
|
|
|
|
|
|
Participants
|
|
|
9,428 |
|
|
|
|
|
|
Total
contributions
|
|
|
13,119 |
|
|
|
|
|
|
Conversion
credit, net (See Note 1)
|
|
|
1,757 |
|
|
|
|
|
|
Net
transfers in from Harsco Corporation Savings Plan due to employee
classification change (See Note 1)
|
|
|
244 |
|
|
|
|
|
|
Withdrawals
|
|
|
(33,888 |
) |
|
|
|
|
|
Net
decrease in net assets available for benefits
|
|
|
(114,783 |
) |
|
|
|
|
|
Net
assets available for benefits:
|
|
|
|
|
|
|
|
|
|
December
31, 2007
|
|
|
256,334 |
|
|
|
|
|
|
December
31, 2008
|
|
$ |
141,551 |
|
|
The
accompanying notes are an integral part of the financial
statements.
|
HARSCO
RETIREMENT SAVINGS AND INVESTMENT PLAN
NOTES TO FINANCIAL
STATEMENTS
The
following description of the Harsco Retirement Savings and Investment Plan (the
“Plan”) provides only an abbreviated summary of the general provisions of the
Plan. Participants should refer to the Summary Plan Description and
the Plan document for a more complete description of the Plan’s
provisions.
The Plan
is a defined contribution plan providing retirement benefits to eligible
employees. The Plan is 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), with the exception of
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 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.
Throughout
the year, employees are transferred to various positions within the Company,
which may result in a transfer between various retirement plans. This
is shown as, “Net transfers in from Harsco Corporation Savings Plan due to
employee classification change” on the Statement of Changes in Net Assets
Available for Benefits.
Participant
accounts may be transferred in or out of the Plan when the Company acquires or
sells a subsidiary. These transfers are shown as a “Conversion credit, net” on
the Statement of Changes in Net Assets Available for
Benefits.
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 designates 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 Internal
Revenue Service (“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 Code which was $15,500 for the year ended December 31, 2008 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 $20,500 in 2008 as a result
of an additional $5,000 “catch-up contributions” allowed by the
Code. Pre-Tax Contributions constitute a reduction in the
participant’s taxable income for purposes of Section 401(k) of the
Code. After-Tax Contributions are considered to be the participant’s
contributions to the Plan and do not constitute a reduction in the participant’s
taxable income for the purposes of Section 401(k) of the
Code. Particpants may also contribute amounts representing
distributions from other qualified retirement plans.
Pursuant
to the Plan, the Company makes 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
Company matching contributions to the Plan. Vesting in the Company’s
discretionary contributions are based on years of vesting service. A
participant is 100% vested in the Company’s discretionary contributions after
five years of credited service for any discretionary contributions made to the
Plan for Plan years ending on or before December 31, 2006. For years
commencing on and after January 1, 2007, the participant is 100% vested in the
Company’s discretionary contributions after three years of credited
service. For amounts transferred from the Harsco Corporation Savings
Plan, a participant is vested in the Company’s matching accounts after three
years of credited service.
The
Company pays administration fees related to maintaining the Plan as a
whole. Fees for investment management, which include recordkeeper
fees, 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.
Participant
Loans
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 prime rate plus one percent, ranged from 5.00% to 10.50% at
December 31, 2008. 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.
Forfeitures
Forfeitures,
which are a result of participant withdrawals prior to their full vesting in the
Plan, are used to restore accounts, to pay Plan fees and expenses, and to reduce
the amount of future Company matching contributions or Company discretionary
contributions as directed by the Plan Administrator.
Investment
Options
The Plan,
comprised of participant directed contributions, contains the following
investment options at December 31, 2008:
|
(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)
|
Thornburg
Core Growth Fund – a fund consisting primarily of investments in domestic
equity securities selected for their growth potential. However,
the fund may own a variety of securities including foreign equity
securities and debt
securities.
|
|
(5)
|
CRM
Mid Cap Value Fund – a fund seeking long-term capital
appreciation. The fund normally invests at least 80% of its
total assets in a diversified portfolio of equity or equity-related
securities including common and preferred stocks of companies that have a
market capitalization equal to those of companies in the Russell Midcap
Value Index and those publicly traded on a U.S. securities
market.
|
|
(6)
|
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 reasonable current
income.
|
|
(7)
|
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.
|
|
(8)
|
Neuberger
Berman Genesis Trust Fund – a fund consisting mainly of common stock of
small capitalization companies that offer potential for capital
growth.
|
|
(9)
|
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.
|
|
(10)
|
Putnam
Bond Index Fund – a fund consisting of a sample of securities included in
the Barclay’s Aggregate Bond Index. The fund’s goal is to
achieve a return, before the assessment of any fees that closely
approximates the index.
|
|
(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)
|
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.
|
|
(15)
|
T.
Rowe Price Retirement Funds (2005-2055) – a series of funds 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 statements of net assets available for plan
benefits and the statement of changes in net assets available for plan
benefits.
Plan
Termination
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:
|
The
financial statements of the Plan are prepared under the accrual basis of
accounting.
Effective
January 1, 2008, the Plan adopted Statement of Financial Accounting Standards
(SFAS) No. 157, Fair Value
Measurements, which defines fair value under U.S. generally accepted
accounting principles as the price that would be received to sell an asset or
paid to transfer a liability in the principal market for the asset or liability
or, in the absence of a principal market, the most advantageous market for the
asset or liability, in an orderly transaction between market participants at the
measurement date. The adoption of SFAS No. 157 did not have any
impact on the Plan’s financial statements.
The
framework established within SFAS No. 157 provides a fair value hierarchy that
prioritizes the inputs to valuation techniques used to measure fair
value. The hierarchy gives the highest priority to unadjusted quoted
prices in active markets for identical assets or liabilities (Level 1
measurements) and the lowest priority to unobservable inputs (Level 3
measurements). The three levels of the fair value hierarchy under
SFAS No. 157 are described below:
|
Level
1
|
Inputs
to the valuation methodology are unadjusted quoted prices for identical
assets or liabilities in active markets that the Plan has the ability to
access.
|
|
Level
2
|
Inputs
to the valuation methodology
include:
|
·
|
Quoted
prices for similar assets or liabilities in active
markets;
|
·
|
Quoted
prices for identical or similar assets or liabilities in inactive
markets;
|
·
|
Inputs
other than quoted prices that are observable for the asset or
liability;
|
·
|
Inputs
that are derived principally from or corroborated by observable market
data by correlation or other means.
|
|
If
the asset or liability has a specified (contractual) term, the Level 2
input must be observable for substantially the full term of the asset or
liability.
|
|
Level
3
|
Inputs
to the valuation methodology are unobservable and significant to the fair
value measurement.
|
The
asset’s or liability’s fair value measurement level within the fair value
hierarchy is based on the lowest level of any input that is significant to the
fair value measurement. Valuation techniques used need to maximize
the use of observable inputs and minimize inputs and minimize the use of
unobservable inputs.
The Plan
primarily applies the market approach for fair value measurements and endeavors
to utilize the best available information. Accordingly, the Plan
utilizes valuation techniques that maximize the use of observable inputs, such
as quoted prices in active markets, and minimize the use of unobservable
inputs. The Plan is able to classify fair value balances based on the
observability of those inputs. The employer common stock fund and net
asset value of mutual funds are classified as Level 1 fair value based on quoted
prices in active markets. The value of the collective trust that has
investments in fully benefit-responsive investment contract is determined using
the market price of the underlying securities and the value of the investment
contracts. The value of the collective trust is classified
as Level 2 fair value based on information reported by the investment advisor
using the audited financial statements of the common collective trust at
year-end. Participant loans are classified as Level 3 fair value
based on the Plan’s determination of the collectability of outstanding balances
and valued at amortized cost, which approximates fair value.
The Plan
recognizes the methods described above may produce a fair value calculation that
may not be indicative of net realizable value or reflective of future fair
values. While the Plan believes its valuation methods are
appropriate and consistent with other market participants for the Plan, the use
of different methodologies or assumptions to determine the fair value of certain
financial instruments could result in a different fair value
measurement.
The
following table sets forth by level, within the fair value hierarchy, the Plan’s
assets at fair value as of December 31, 2008:
|
|
December 31, 2008 Fair Value of
Assets
|
|
(in
thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
|
Total
|
|
Mutual
funds
|
|
$ |
88,370 |
|
|
|
— |
|
|
|
— |
|
|
$ |
88,370 |
|
Common
stock fund - employer
|
|
|
48,470 |
|
|
|
— |
|
|
|
— |
|
|
|
48,470 |
|
Collective
trust
|
|
|
— |
|
|
|
1,426 |
|
|
|
— |
|
|
|
1,426 |
|
Participant
loans
|
|
|
— |
|
|
|
— |
|
|
|
2,562 |
|
|
|
2,562 |
|
Total
assets
|
|
$ |
136,840 |
|
|
|
1,426 |
|
|
|
2,562 |
|
|
|
140,828 |
|
The
following table sets forth a summary of changes in the fair value of the Plan’s
Level 3 assets for the year ended December 31, 2008 (in
thousands):
|
|
Participant Loans
|
|
Beginning
balance
|
|
$ |
3,566 |
|
Transfers
in (out) of level 3, net
|
|
|
— |
|
Issuances
and settlements (net)
|
|
|
(1,004 |
) |
Ending
balance
|
|
$ |
2,562 |
|
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.
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:
Participant
withdrawals prior to their full vesting in the Plan result in
forfeitures. In 2008 and 2007, forfeited amounts of $164,445 and
$112,129, respectively, were used to offset Company matching contributions,
while $4,887 and $4,720 remained in a money market fund at December 31, 2008 and
2007, respectively, to be used to offset future Company matching
contributions.
The
following table separately identifies those investments which represent five
percent or more of the Plan’s net assets at December 31, 2008 with comparable
information for 2007:
(in
thousands)
|
|
December
31
|
|
|
December
31
|
|
|
|
2008
|
|
|
2007
|
|
|
|
|
|
|
|
|
Harsco
Corporation Common Stock Fund
|
|
$ |
48,470 |
|
|
$ |
114,266 |
|
Putnam
Money Market Fund
|
|
|
20,057 |
|
|
|
23,832 |
|
Vanguard
Institutional Index Fund
|
|
|
9,488 |
|
|
|
17,256 |
|
American
Funds EuroPacific Growth Fund
|
|
|
7,605 |
|
|
|
14,450 |
|
American
Funds Growth Fund of America
|
|
|
7,574 |
|
|
|
13,416 |
|
Dodge
& Cox Stock Fund (a)
|
|
|
6,515 |
|
|
|
13,657 |
|
(a) Shown for comparative
purposes.
During
2008, the Plan’s investments (including gains and losses on investments bought
and sold, as well as held during the year) depreciated in value by $101.9
million. Financial markets throughout the world experienced extreme
disruption in the last half of 2008 and into 2009, including, among other
things, significant volatility in equities and uncertainty about economic
stability. The decline in investment value experienced by the Plan
during 2008 reflects the impact of the financial turmoil.
|
Decrease
in Plan Assets –
Year
ended December 31, 2008
|
|
|
(in
thousands)
|
|
|
|
|
|
|
|
|
|
Common
stock
|
|
$ |
(61,530 |
) |
|
Mutual
funds
|
|
|
(40,395 |
) |
|
|
|
$ |
(101,925 |
) |
|
|
|
|
|
|
4.
|
Parties-in-Interest
Transactions:
|
Certain
Plan investments are shares of mutual funds managed by Putnam
Investments. Putnam Investments is a sister company of Mercer Human
Resource Services which is the trustee and record keeper for the
plan. 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. The Plan purchased $24,905,054 and sold $27,154,443 of
Company stock during the year ended December 31, 2008.
Effective
January 1, 2007, the Plan was amended to change the vesting of Company
discretionary contributions. For years ending prior to January 1,
2007, vesting of Company discretionary contributions continues to be after five
years of credited service. For years ending after January 1, 2007, a
participant’s Company discretionary contributions will vest upon three years of
credited service.
Effective
August 1, 2007, the Plan was amended to provide that an employee’s service with
Zeta Tech (a Company acquisition during 2007) be counted for purposes of
determining his vesting service under the Plan.
On
December 22, 2008, the Plan was amended to permit certain plan participants, who
ceased to be employees of the Company as a result of the sale of its Gas
Technologies business group, to directly roll over their outstanding loans to a
defined contribution plan established or maintained by the buyer or its
affiliates. The amendment was effective as of December 7, 2007 (the
date of the sale), however the option to rollover participant loans to the
buyer’s plan went into effect January 18, 2008.
The
Company received a determination letter from the IRS dated May 8, 2009, that the
Plan, as amended January 29, 2007, 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 May 19,
2005.
7.
|
Risks and
Uncertainties
|
The plan
invests in various investment securities. Investment securities are
exposed to various risks such as interest, market and credit
risks. Due to the level of risk associated with certain investment
securities, it is at least 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 available
for benefits.
Global
financial markets experienced extreme disruption in the last half of 2008 and
into 2009, including, among other things, significant volatility in equities,
rating agency downgrades, severely diminished liquidity and credit availability
for many business entities, declines in consumer confidence, negative economic
growth, and uncertainty about economic stability. This led to a
global recession. Governments across the globe have taken
unprecedented actions, including economic stimulus programs, intended to address
these difficult market conditions. The Plan is unable to predict the
likely duration and severity of the current disruptions in the credit and
financial markets and adverse global economic conditions, all of which can
affect risks to investment securities in which the Plan invests. If
current uncertain economic conditions continue or further deteriorate, it is at
least reasonably possible that changes in the values of investment securities
will occur and that such changes could materially affect the amounts reported in
the statements of net assets available for benefits.
In
February 2009, investment options for the Plan were modified as part of a
continuous evaluation to provide participants with the opportunity to customize
a portfolio based on each individual’s unique investment goals and risk
tolerance. The Putnam Income Fund and the Putnam New Opportunities
Fund were closed with any existing participant balances and future contributions
transferred to the PIMCO Total Return Fund and the American Funds Growth Fund of
America, respectively.
HARSCO
RETIREMENT SAVINGS AND INVESTMENT PLAN
SCHEDULE
H, LINE 4(i) - SCHEDULE OF ASSETS (HELD AT END OF YEAR)
FORM
5500
December
31, 2008
(dollars
in thousands)
|
|
(b)
& (c)
Identity of Issue and Description of
Investment
|
|
(d)
Current
Value
|
|
|
*
|
|
Common
Stock Fund – Employer:
Harsco
Corp. Common Stock
|
|
$ |
48,470 |
|
|
*
|
|
Participant
Loans (1)
|
|
|
2,562 |
|
|
|
|
Mutual
Funds:
Vanguard
Institutional Index Fund
|
|
|
9,488 |
|
|
*
|
|
Putnam
Money Market
|
|
|
20,057 |
|
|
*
|
|
Putnam
New Opportunities Fund
|
|
|
3,403 |
|
|
|
|
American
Funds Europacific Growth Fund
|
|
|
7,605 |
|
|
|
|
Neuberger
Berman Genesis Trust Fund
|
|
|
6,289 |
|
|
*
|
|
Putnam
Income Fund
|
|
|
1,927 |
|
|
|
|
PIMCO
Total Return Fund
|
|
|
6,709 |
|
|
|
|
Dodge
& Cox Stock Fund
|
|
|
6,515 |
|
|
|
|
Morgan
Stanley Institutional Fund, Inc. U.S.
Real
Estate Fund
|
|
|
2,159 |
|
|
|
|
CRM
Mid Cap Value Fund
|
|
|
1,572 |
|
|
|
|
Core
Growth Fund
|
|
|
255 |
|
|
|
|
American
Funds Growth Fund of America
|
|
|
7,574 |
|
|
*
|
|
Putnam
Bond Index Fund (Collective Trust)
|
|
|
1,426 |
|
|
|
|
T
Rowe Price Retirement Income
|
|
|
593 |
|
|
|
|
T
Rowe Price Retirement 2005
|
|
|
459 |
|
|
|
|
T
Rowe Price Retirement 2010
|
|
|
1,942 |
|
|
|
|
T
Rowe Price Retirement 2015
|
|
|
3,317 |
|
|
|
|
T
Rowe Price Retirement 2020
|
|
|
3,126 |
|
|
|
|
T
Rowe Price Retirement 2025
|
|
|
1,884 |
|
|
|
|
T
Rowe Price Retirement 2030
|
|
|
1,439 |
|
|
|
|
T
Rowe Price Retirement 2035
|
|
|
906 |
|
|
|
|
T
Rowe Price Retirement 2040
|
|
|
685 |
|
|
|
|
T
Rowe Price Retirement 2045
|
|
|
358 |
|
|
|
|
T
Rowe Price Retirement 2050
|
|
|
77 |
|
|
|
|
T
Rowe Price Retirement 2055
|
|
|
31 |
|
|
|
|
Total
Mutual Funds
|
|
|
89,796 |
|
|
|
|
Total
Assets Held for Investment Purposes
|
|
$ |
140,828 |
|
* 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%.
|
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
|
|
|
|
|
Date
|
June
29, 2009
|
|
/S/
Mark E. Kimmel
|
|
|
|
Mark
E. Kimmel
|
|
|
|
General
Counsel & Corporate
Secretary
|