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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, 2005
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
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
---------------
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, 2005 and December 31, 2004 4
Statement of Changes in Net Assets Available for Benefits -
For the Year Ended December 31, 2005 5
Notes to Financial Statements 6-14
Supplemental Schedule:
Schedule of Assets (Held at End of Year) -
Schedule H, Line 4(i)* 15-16
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, 2005.
-2-
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, 2005 and 2004, and the changes in net assets available for benefits for the
year ended December 31, 2005 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 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 26, 2006
-3-
HARSCO RETIREMENT SAVINGS AND INVESTMENT PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
(dollars in thousands)
December 31, 2005 and December 31, 2004
Assets December 31 December 31
2005 2004
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Participant directed Investments, at fair value $ 161,074 $ 135,623
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Contributions Receivable:
Employer's 50 50
Participants' 142 128
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Total receivables 192 178
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Net assets available for benefits $ 161,266 $ 135,801
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The accompanying notes are an integral part of the financial statements.
-4-
HARSCO RETIREMENT SAVINGS AND INVESTMENT PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
(dollars in thousands)
For the Year Ended December 31, 2005
Additions to net assets attributed to:
Investment income
Net appreciation in the fair value of investments $ 15,185
Dividends 3,808
Interest - money market fund 313
Interest - participant loans 190
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19,496
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Contributions:
Employer's 5,188
Participants' 8,028
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13,216
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Other transfers in from Harsco Corporation Savings
Plan due to employee classification change 409
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Total additions 33,121
Deductions:
Withdrawals (7,477)
Transfers out to Harsco Corporation Savings Plan
due to employee classification change (179)
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Net increase in net assets available for benefits 25,465
Net assets available for benefits:
December 31, 2004 135,801
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December 31, 2005 $ 161,266
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The accompanying notes are an integral part of the financial statements.
-5-
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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General
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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), with the
exception of Air-X-Changers salaried, 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.
Contributions
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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
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NOTES TO FINANCIAL STATEMENTS, continued
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2. General Description of Plan: (continued)
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or (c) Pre-Tax Contributions exceed the amount specified by the Internal
Revenue Service (IRS) code which were $14,000 and $13,000 for the years
ended December 31, 2005 and 2004, 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 $18,000 and $16,000 in 2005 and 2004,
respectively, as a result of an additional $4,000 and $3,000 "catch-up
contributions" allowed by law in 2005 and 2004, 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.
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.
Vesting
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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.
Administration
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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.
-7-
NOTES TO FINANCIAL STATEMENTS, continued
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2. General Description of Plan: (continued)
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Participant Loans
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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, 2005. 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.
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.
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NOTES TO FINANCIAL STATEMENTS, continued
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2. General Description of Plan: (continued)
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(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.
(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.
-9-
NOTES TO FINANCIAL STATEMENTS, continued
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2. General Description of Plan: (continued)
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(16) Putnam Retirement Ready Funds (2010-2050) - 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 1,802 participants at December 31, 2005 who participated in
one or more of the 35 investment funds. At December 31, 2005 the number
of participants selecting each of the investment funds for their
contributions was as follows:
Harsco Corporation Common Stock Fund................ 1,660
Putnam Money Market Fund............................ 834
Vanguard Institutional Index Fund................... 771
Putnam New Opportunities Fund....................... 558
Putnam Voyager Fund................................. 555
EuroPacific Growth Fund R4.......................... 545
Neuberger Berman Genesis Fund....................... 408
-10-
NOTES TO FINANCIAL STATEMENTS, continued
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2. General Description of Plan: (continued)
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Putnam Growth & Income Fund......................... 398
Dodge & Cox Stock Fund.............................. 363
Pimco Total Return Fund............................. 336
Morgan Stanley Institutional Fund, Inc. U.S.
Real Estate Fund.............................. 258
Putnam Income Fund.................................. 242
Growth Fund of America R4........................... 215
Ariel Appreciation Fund............................. 170
Putnam Retirement Ready 2020........................ 113
Putnam Retirement Ready 2015........................ 101
Putnam Retirement Ready 2025........................ 97
Putnam Bond Index Fund.............................. 80
Putnam Retirement Ready 2010........................ 68
Putnam Retirement Ready 2030........................ 68
Putnam Retirement Ready 2035........................ 55
Putnam Retirement Ready 2040........................ 35
T Rowe Price Retirement 2020........................ 31
Putnam Retirement Ready 2045........................ 27
Putnam Retirement Ready Maturity.................... 26
T Rowe Price Retirement 2015........................ 21
T Rowe Price Retirement 2030........................ 21
T Rowe Price Retirement 2010........................ 19
T Rowe Price Retirement 2025........................ 19
T Rowe Price Retirement 2040........................ 18
T Rowe Price Retirement 2035........................ 13
T Rowe Price Retirement Income...................... 5
T Rowe Price Retirement 2005........................ 1
Putnam Retirement Ready 2050........................ 1
T Rowe Price Retirement 2045........................ 0
Plan Termination
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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.
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:
---------------------
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.
-11-
NOTES TO FINANCIAL STATEMENTS, continued
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3. Summary of Significant Accounting Policies: (continued)
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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.
Income Recognition:
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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 2005,
forfeited amounts of $32,945 were used to offset Company matching
contributions and $7,283 remained in a money market fund at December 31,
2005 to be used to offset future Company matching contributions.
-12-
NOTES TO FINANCIAL STATEMENTS, continued
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4. Investments:
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The following table separately identifies those investments which
represent five percent or more of the Plan's net assets at December 31,
2005 with comparable information for 2004:
(in thousands) December 31 December 31
2005 2004
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Harsco Corporation Common Stock Fund $ 62,194 $ 53,201
Vanguard Institutional Index Fund 14,071 13,453
Putnam Money Market Fund 11,697 10,912
Neuberger Berman Genesis Fund 9,529 7,375
Putnam Voyager Fund (a) 7,288 7,288
Other 56,295 43,394
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$ 161,074 $ 135,623
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(a) Shown for comparative purposes.
During 2005, the Plan's investments (including gains and losses on
investments bought and sold, as well as held during the year) appreciated
in value by $15,185 (in thousands) as follows:
(in thousands)
Common stock $ 11,274
Mutual funds 3,903
Common collective trust 8
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$ 15,185
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5. Related-Party Transactions:
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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.
-13-
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.
The Company amended the Plan effective March 28, 2005, to limit the
amount that can automatically be paid out in a lump sum payment to $1,000
and to allow a voluntary election of a lump sum payment of amounts not
exceeding $5,000 without the consent of the Participant's spouse.
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:
-------------------------------------------------
On January 24, 2006, the Board of Directors of Harsco Corporation
approved a discretionary contribution totaling $1.9 million equal to 2%
of the compensation paid to Plan participants in 2005. The discretionary
contribution was made in February 2006 and will be recorded as a 2006
contribution.
9. Risks and Uncertanties
----------------------
The plan invests in various investment securities. Investment securities
are exposed to various risks such as interest risk, 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 statement of
net assets available for benefits.
-14-
HARSCO RETIREMENT SAVINGS AND INVESTMENT PLAN
SCHEDULE H, LINE 4(i) - SCHEDULE OF ASSETS (HELD AT END OF YEAR)
FORM 5500
December 31, 2005
(dollars in thousands)
(a) (b) & (c) (d) (e)
Party In Shares Current
Interest or Units Identity of Issue and Description of Investment Cost Value
---------- ---------- ----------------------------------------------- ---------- ----------
Common Stock:
* 921,258 Harsco Corp. Common Stock, par value $ $ 29,167 $ 62,194
---------- ----------
N/A Participant Loans (1) 3,112 3,112
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Mutual Funds:
123,423 Vanguard Institutional Index Fund 12,775 14,071
* 418,874 Putnam Voyager Fund 6,700 7,288
* 11,697,495 Putnam Money Market 11,697 11,697
* 130,050 Putnam New Opportunities Fund 5,018 5,938
178,525 American Europacific Growth Fund R-4 6,433 7,253
* 171,920 Putnam Fund for Growth and Income 3,121 3,392
196,274 Neuberger Berman Genesis Trust Fund 7,824 9,529
* 276,901 Putnam Income Fund 1,875 1,872
516,955 Pimco Total Return Fund 5,533 5,428
54,012 Dodge & Cox Stock Fund 6,638 7,412
Morgan Stanley Institutional Fund, Inc. U.S.
158,224 Real Estate Fund 3,306 3,672
47,488 Ariel Appreciation Fund 2,142 2,219
112,737 Growth Fund of America 3,101 3,459
* 31,074 Putnam Bond Index Fund 433 446
* 12,774 Putnam Retirement Ready Maturity 723 723
* 24,630 Putnam Retirement Ready 2010 Fund 1,408 1,435
* 38,872 Putnam Retirement Ready 2015 Fund 2,456 2,527
* 26,019 Putnam Retirement Ready 2020 Fund 1,605 1,696
* 13,859 Putnam Retirement Ready 2025 Fund 933 989
-15-
HARSCO RETIREMENT SAVINGS AND INVESTMENT PLAN
SCHEDULE H, LINE 4(i) - SCHEDULE OF ASSETS (HELD AT END OF YEAR)
FORM 5500
(Continued)
December 31, 2005
(dollars in thousands)
(a) (b) & (c) (d) (e)
Party In Shares Current
Interest or Units Identity of Issue and Description of Investment Cost Value
---------- ---------- ----------------------------------------------- ---------- ----------
* 13,427 Putnam Retirement Ready 2030 Fund 851 911
* 6,184 Putnam Retirement Ready 2035 Fund 398 424
* 3,392 Putnam Retirement Ready 2040 Fund 227 238
* 2,353 Putnam Retirement Ready 2045 Fund 159 165
* 11 Putnam Retirement Ready 2050 Fund 1 1
4,417 T Rowe Income 54 55
6,611 T Rowe Price Retirement 2005 70 72
45,339 T Rowe Price Retirement 2010 639 661
60,978 T Rowe Price Retirement 2015 643 684
48,824 T Rowe Price Retirement 2020 712 763
23,671 T Rowe Price Retirement 2025 263 272
14,495 T Rowe Price Retirement 2030 216 239
7,343 T Rowe Price Retirement 2035 83 85
5,811 T Rowe Price Retirement 2040 86 96
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Total Mutual Funds 88,123 95,712
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N/A Cash 56 56
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Total Assets Held for Investment Purposes $ 120,458 $ 161,074
========== ==========
* 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%.
-16-
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 26, 2006
-17-