1 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] OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED] For the fiscal year ended December 31, 1999 HARSCO CORPORATION SAVINGS PLAN (Full title of the Plan) HARSCO CORPORATION (Name of issuer of the securities held pursuant to the Plan) Camp Hill, PA 17001-8888 (Address of principal executive office) Telephone - (717) 763-7064 -1-
2 Financial Statements and Consent of Independent Accountants (a) Financial Statements The financial statements filed as part of this report are listed in the Index to Financial Statements included herein. (b) Consent of Independent Accountants - 2 -
3 HARSCO CORPORATION SAVINGS PLAN INDEX TO FINANCIAL STATEMENTS FORM 11-K ANNUAL REPORT --------------- Form 11-K Pages ----- Report of Independent Accountants 4 Financial Statements: Statements of Net Assets Available for Benefits with Fund Information: December 31, 1999 - Non-Participant Directed: Harsco Common Stock Fund - Participant Directed: Harsco Common Stock Fund, Vanguard Index Trust 500 Portfolio, The Putnam Fund for Growth and Income, Putnam Income Fund, Putnam Voyager Fund, Putnam New Opportunities Fund, Putnam Asset Allocation - Growth Portfolio, Putnam Asset Allocation - Balanced Portfolio, Putnam Asset Allocation - Conservative Portfolio, Putnam International Growth Fund, Putnam Money Market Fund, and Participant Loans 5 December 31, 1998 - Non-Participant Directed: Harsco Common Stock Fund - Participant Directed: Harsco Common Stock Fund, Vanguard Index Trust 500 Portfolio, The Putnam Fund for Growth and Income, Putnam Income Fund, Putnam Voyager Fund, Putnam New Opportunities Fund, Putnam Asset Allocation - Growth Portfolio, Putnam Asset Allocation - Balanced Portfolio, Putnam Asset Allocation - Conservative Portfolio, Putnam International Growth Fund, Putnam Money Market Fund, and Participant Loans 6 Statement of Changes in Net Assets Available for Benefits with Fund Information for the year ended: December 31, 1999 - Non-Participant Directed: Harsco Common Stock Fund - Participant Directed: Harsco Common Stock Fund, Vanguard Index Trust 500 Portfolio, The Putnam Fund for Growth and Income, Putnam Income Fund, Putnam Voyager Fund, Putnam New Opportunities Fund, Putnam Asset Allocation - Growth Portfolio, Putnam Asset Allocation - Balanced Portfolio, Putnam Asset Allocation - Conservative Portfolio, Putnam International Growth Fund, Putnam Money Market Fund, and Participant Loans 7 Notes to Financial Statements of Savings Plan 8-13 Supplemental Schedules: Assets Held for Investment Purposes as of December 31, 1999 - 4(i)* 14 Reportable Transactions for the year ended December 31, 1999 - 4(j)* 15 * Refers to item numbers in Form 5500 (Annual Return/Report of Employee Benefit Plan) for the plan year ended December 31, 1999. - 3 -
4 REPORT OF INDEPENDENT ACCOUNTANTS To the Plan Administrative Committee of the Harsco Corporation Savings Plan: In our opinion, the accompanying statements of net assets available for benefits with fund information and the related statements of changes in net assets available for benefits with fund information present fairly, in all material respects, the net assets available for benefits with fund information of the Harsco Corporation Savings Plan (the "Plan") at December 31, 1999 and 1998, and the changes in net assets available for benefits with fund information for the year ended December 31, 1999 in conformity with accounting principles generally accepted in the United States. 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 auditing standards generally accepted in the United States, which 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 the opinion expressed above. Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedules of assets held for investment purposes and reportable transactions are presented for the purpose of additional analysis and are not a required part of the basic financial statements but are 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. The fund information in the Statement of Changes in Net Assets Available for Benefits with Fund Information is presented for purposes of additional analysis rather than to present the net assets available for plan benefits and changes in net assets available for plan benefits of each fund. The supplemental schedules and fund information are the responsibility of the Plan's management. The supplemental schedules and fund information have been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, are fairly stated in all material respects in relation to the basic financial statements taken as a whole. PricewaterhouseCoopers LLP Philadelphia, Pennsylvania June 12, 2000 - 4 -
5 HARSCO CORPORATION SAVINGS PLAN STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION (Dollars in thousands) December 31, 1999 Non-Participant Directed Participant Directed --------------- --------------------------------------------------- Harsco Harsco Common Common Vanguard Putnam Fund Stock Stock Index Trust for Growth Total Fund Fund 500 Portfolio and Income ------------ ------------ ------------ ----------- ----------- Assets Investments, at fair value: Harsco Corporation 2,470,573 shares of common stock $ 78,441 $ 31,091 $ 47,350 $ - $ - Mutual Funds 125,428 - - 32,954 4,274 Cash 98 - 98 - - Participant loans 9,365 - - - - ------------ ------------ ------------ ------------ ------------ Total investments 213,332 31,091 47,448 32,954 4,274 ------------ ------------ ------------ ------------ ------------ Contributions Receivable: Employer's 48 41 7 - - Participants' 215 - 63 51 9 ------------ ------------ ------------ ------------ ------------ Total receivables 263 41 70 51 9 ------------ ------------ ------------ ------------ ------------ Net assets available for benefits $ 213,595 $ 31,132 $ 47,518 $ 33,005 $ 4,283 ============ ============ ============ ============ ============ Participant Directed ------------------------------------------------------------------------------------------ Putnam Asset Putnam Asset Putnam Putnam Putnam New Allocation- Allocation- Income Voyager Opportunities Growth Balanced Fund Fund Fund Portfolio Portfolio ----------- ----------- ----------- ----------- ----------- Assets Investments, at fair value: Harsco Corporation 2,470,573 shares of common stock $ - $ - $ - $ - $ - Mutual Funds 1,932 32,467 19,222 2,843 9,495 Cash - - - - - Participant loans - - - - - ------------ ------------ ------------ ------------ ------------ Total investments 1,932 32,467 19,222 2,843 9,495 ------------ ------------ ------------ ------------ ------------ Contributions Receivable: Employer's - - - - - Participants' 3 31 27 6 8 ------------ ------------ ------------ ------------ ------------ Total receivables 3 31 27 6 8 ------------ ------------ ------------ ------------ ------------ Net assets available for benefits $ 1,935 $ 32,498 $ 19,249 $ 2,849 $ 9,503 ============ ============ ============ ============ ============ Participant Directed ---------------------------------------------------------------------- Putnam Asset Putnam Putnam Allocation- International Money Conservative Growth Market Loan Portfolio Fund Fund Fund ----------- ----------- ----------- ----------- Assets Investments, at fair value: Harsco Corporation 2,470,573 shares of common stock $ - $ - $ - $ - Mutual Funds 1,206 6,879 14,156 - Cash - - - - Participant loans - - - 9,365 ------------ ------------ ------------ ------------ Total investments 1,206 6,879 14,156 9,365 ------------ ------------ ------------ ------------ Contributions Receivable: Employer's - - - - Participants' 1 9 7 - ------------ ------------ ------------ ------------ Total receivables 1 9 7 - ------------ ------------ ------------ ------------ Net assets available for benefits $ 1,207 $ 6,888 $ 14,163 $ 9,365 ============ ============ ============ ============ The accompanying notes are an integral part of the financial statements. - 5 -
6 HARSCO CORPORATION SAVINGS PLAN STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION (Dollars in thousands) December 31, 1998 Non-Participant Directed Participant Directed --------------- ------------------------------------------------- Harsco Harsco Common Common Vanguard Putnam Fund Stock Stock Index Trust for Growth Total Fund Fund 500 Portfolio and Income ------------ ------------ ------------ ------------ ------------ Assets Investments, at fair value: Harsco Corporation 2,547,300 shares of common stock $ 77,533 $ 29,435 $ 48,098 $ - $ - Mutual Funds 90,396 - - 27,313 3,180 Cash 4 - 4 - - Participant loans 8,842 - - - - ------------ ------------ ------------ ------------ ------------ Total investments 176,775 29,435 48,102 27,313 3,180 ------------ ------------ ------------ ------------ ------------ Contributions Receivable: Employer's 98 86 12 - - Participants' 403 - 139 85 17 ------------ ------------ ------------ ------------ ------------ Total receivables 501 86 151 85 17 ------------ ------------ ------------ ------------ ------------ Net assets available for benefits $ 177,276 $ 29,521 $ 48,253 $ 27,398 $ 3,197 ============ ============ ============ ============ ============ Participant Directed ------------------------------------------------------------------------------------------ Putnam Asset Putnam Asset Putnam Putnam Putnam New Allocation- Allocation- Income Voyager Opportunities Growth Balanced Fund Fund Fund Portfolio Portfolio ------------ ------------ ------------ ------------ ------------ Assets Investments, at fair value: Harsco Corporation 2,547,300 shares of common stock $ - $ - $ - $ - $ - Mutual Funds 2,253 20,874 9,438 2,276 8,721 Cash - - - - - Participant loans - - - - - ------------ ------------ ------------ ------------ ------------ Total investments 2,253 20,874 9,438 2,276 8,721 ------------ ------------ ------------ ------------ ------------ Contributions Receivable: Employer's - - - - - Participants' 7 50 49 12 14 ------------ ------------ ------------ ------------ ------------ Total receivables 7 50 49 12 14 ------------ ------------ ------------ ------------ ------------ Net assets available for benefits $ 2,260 $ 20,924 $ 9,487 $ 2,288 $ 8,735 ============ ============ ============ ============ ============ Participant Directed ---------------------------------------------------------------------- Putnam Asset Putnam Putnam Allocation- International Money Conservative Growth Market Loan Portfolio Fund Fund Fund ------------ ------------ ----------- ----------- Assets Investments, at fair value: Harsco Corporation 2,547,300 shares of common stock $ - $ - $ - $ - Mutual Funds 1,031 3,821 11,489 - Cash - - - - Participant loans - - - 8,842 ------------ ------------ ----------- ----------- Total investments 1,031 3,821 11,489 8,842 ------------ ------------ ----------- ----------- Contributions Receivable: Employer's - - - - Participants' 4 12 14 - ------------ ------------ ----------- ----------- Total receivables 4 12 14 - ------------ ------------ ----------- ----------- Net assets available for benefits $ 1,035 $ 3,833 $ 11,503 $ 8,842 ============ ============ ============ ============ The accompanying notes are an integral part of the financial statements. - 6 -
7 HARSCO CORPORATION SAVINGS PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION (Dollars in thousands) December 31, 1999 Non-Participant Directed Participant Directed ---------------- ------------------------------------------------------- Harsco Harsco Common Common Vanguard Putnam Fund Stock Stock Index Trust for Growth Total Fund Fund 500 Portfolio and Income ---------------- ---------------- ---------------- ---------------- ---------------- Additions to net assets attributed to: Investment income Net appreciation/(depreciation) in the fair value of investments $ 26,367 $ 474 $ 2,781 $ 5,304 $ (419) Dividends 9,071 873 1,381 592 425 Interest - collective investment fund 578 - - - - Interest - participant loans 726 - - - - ---------------- ---------------- ---------------- ---------------- ---------------- 36,742 1,347 4,162 5,896 6 Contributions: Employer's 4,274 3,576 567 41 8 Participant's 15,710 - 4,283 3,400 943 ---------------- ---------------- ---------------- ---------------- ---------------- Total additions 56,726 4,923 9,012 9,337 957 ---------------- ---------------- ---------------- ---------------- ---------------- Deductions: Deductions from net assets attributed to withdrawals 20,407 2,288 4,769 3,291 507 ---------------- ---------------- ---------------- ---------------- ---------------- Net increase/(decrease) prior to Interfund transfers 36,319 2,635 4,243 6,046 450 Interfund transfers - (1,024) (4,978) (439) 636 ---------------- ---------------- ---------------- ---------------- ---------------- Net increase/(decrease) 36,319 1,611 (735) 5,607 1,086 Net assets available for benefits: December 31, 1998 177,276 29,521 48,253 27,398 3,197 ---------------- ---------------- ---------------- ---------------- ---------------- December 31, 1999 $ 213,595 $ 31,132 $ 47,518 $ 33,005 $ 4,283 ================ ================ ================ ================ ================ Participant Directed -------------------------------------------------------------------------------------------- Putnam Asset Putnam Asset Putnam Putnam Putnam New Allocation- Allocation- Income Voyager Opportunities Growth Balanced Fund Fund Fund Portfolio Portfolio ---------------- ---------------- ---------------- ---------------- ---------------- Additions to net assets attributed to: Investment income Net appreciation/(depreciation) in the fair value of investments $ (176) $ 8,877 $ 6,287 $ 279 $ 689 Dividends 131 2,823 1,416 288 799 Interest - collective investment fund - - - - - Interest - participant loans - - - - - ---------------- ---------------- ---------------- ---------------- --------------- (45) 11,700 7,703 567 1,488 Contributions: Employer's 5 19 19 2 10 Participant's 398 1,962 1,955 502 831 ---------------- ---------------- ---------------- ---------------- --------------- Total additions 358 13,681 9,677 1,071 2,329 ---------------- ---------------- ---------------- ---------------- --------------- Deductions: Deductions from net assets attributed to withdrawals 111 2,458 1,251 247 846 ---------------- ---------------- ---------------- ---------------- --------------- Net increase/(decrease) prior to Interfund transfers 247 11,223 8,426 824 1,483 Interfund transfers (572) 351 1,336 (263) (715) ---------------- ---------------- ---------------- ---------------- --------------- Net increase/(decrease) (325) 11,574 9,762 561 768 Net assets available for benefits: December 31, 1998 2,260 20,924 9,487 2,288 8,735 ---------------- ---------------- ---------------- ---------------- --------------- December 31, 1999 $ 1,935 $ 32,498 $ 19,249 $ 2,849 $ 9,503 ================ ================ ================ ================ =============== Participant Directed --------------------------------------------------------------------------- Putnam Asset Putnam Putnam Allocation- International Money Conservative Growth Market Loan Portfolio Fund Fund Fund ---------------- ---------------- ---------------- ---------------- Additions to net assets attributed to: Investment income Net appreciation/(depreciation) in the fair value of investments $ 18 $ 2,253 $ - $ - Dividends 91 252 - - Interest - collective investment fund - - 578 - Interest - participant loans - - - 726 ---------------- ---------------- ---------------- ----------------- 109 2,505 578 726 Contributions: Employer's 5 8 14 - Participant's 176 614 646 - ---------------- ---------------- ---------------- ----------------- Total additions 290 3,127 1,238 726 ---------------- ---------------- ---------------- ----------------- Deductions: Deductions from net assets attributed to withdrawals 216 470 3,057 896 ---------------- ---------------- ---------------- ----------------- Net increase/(decrease) prior to Interfund transfers 74 2,657 (1,819) (170) Interfund transfers 98 398 4,479 693 ---------------- ---------------- ---------------- ----------------- Net increase/(decrease) 172 3,055 2,660 523 Net assets available for benefits: December 31, 1998 1,035 3,833 11,503 8,842 ---------------- ---------------- ---------------- ----------------- December 31, 1999 $ 1,207 $ 6,888 $ 14,163 $ 9,365 ================ ================ ================ ================= The accompanying notes are an integral part of the financial statements. - 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8 NOTES TO FINANCIAL STATEMENTS OF SAVINGS PLAN 1. General Description of Plan: The following description of the Harsco Corporation Savings Plan (the "Plan") provides only general information. Participants should refer to the Plan agreement 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 employees (including officers) who receive a stated weekly, hourly, monthly, or annual rate of compensation and 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 16% 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 10% of his or her compensation as an Unmatched Pre-Tax and/or Unmatched After-Tax Contribution. 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 10% of compensation or (c) Pre-Tax Contributions exceed the amount specified by the Internal Revenue Service (IRS) code which was $10,000 for the years ended December 31, 1998 and 1999. Pre-Tax Contributions shall constitute a reduction in the participant's taxable income for purposes of Section 401(k) of the Code but for the purpose of the Company's tax deductions, shall be considered contributions made by the Company. 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. - 8 -
9 NOTES TO FINANCIAL STATEMENTS OF SAVINGS PLAN, continued 1. General Description of Plan: (Continued) Pursuant to the Plan, the Company will make contributions in cash to the Trustee for the account of each participant in an amount equal to 50% of the first 6% of such participant's compensation designated as Matched Pre-Tax Contributions and/or Matched After-Tax Contributions. These contributions are referred to as "Company Matching Contributions". Participants are immediately vested in their contributions plus actual earnings thereon. Vesting in the Company's Matching Accounts is based on years of vesting service. A participant is 100% vested after five years of credited service. The Company pays all administrative fees related to maintaining the Plan as a whole. Fees for investment management are subtracted from fund performance reported by each fund. Participant directed investment fund change fees and Plan record keeping fees are paid by the Company. Loan setup fees are paid by the participant setting up the loan. 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 7.25% to 10% at December 31, 1999. Principal and interest is paid ratably through payroll deductions. On termination of service due to death, disability, or retirement, a participant may elect one of three options. The participant 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. For termination of service for other reasons, a participant may receive the value of the vested interest in his or her account as a lump-sum distribution. 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. - 9 -
10 NOTES TO FINANCIAL STATEMENTS OF SAVINGS PLAN, continued 2. Summary of Significant Accounting Policies: Basis of Accounting: The financial statements of the Plan are prepared under the accrual basis of accounting. Investment Valuation: The Harsco Corporation Common Stock 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 Vanguard Index Trust 500 Portfolio, Putnam Fund for Growth and Income, Putnam Income Fund, Putnam Voyager Fund, Putnam New Opportunities Fund, Putnam Asset Allocation Growth - Portfolio, Putnam Asset Allocation - Balanced Portfolio, Putnam Asset Allocation - Conservative Portfolio, Putnam International Growth Fund, and Putnam Money Market Fund, are all stated at fair value, which represents the closing price on the last day of trading of the calendar year. 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. Use of Estimates: The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of additions and deductions during the reporting period. Actual results could differ from those estimates. Other: The Plan presents in the Statement of Changes in Net Assets Available for Benefits with Fund Information 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 participants' and Company 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. - 10 -
11 NOTES TO FINANCIAL STATEMENTS OF SAVINGS PLAN, continued 3. Investment Options: The Plan, comprised of participants' and Company contributions, contains the following investment options: (1) Harsco Common Stock Fund - (consisting of Common Stock purchased with Company and participant directed contributions): 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) Vanguard Index Trust 500 Portfolio - (consisting of investments purchased with participant directed contributions): a fund consisting of investments in the same stocks and in substantially the same percentages as the S&P 500 Index. (3) Putnam Fund for Growth and Income - (consisting of investments purchased with participant directed contributions): a fund consisting primarily of common stocks located mainly in the United States that offer potential for capital growth, current income, or both. (4) Putnam Income Fund - (consisting of investments purchased with participant directed contributions): a fund consisting of investments in bonds and other debt securities, and, to a lesser degree, in preferred stocks. Bonds include both Corporate and government bonds. (5) Putnam Voyager Fund - (consisting of investments purchased with participant directed contributions): a fund consisting of investments in stock of small to medium sized companies expected to grow over time as well as stocks of larger, more established corporations. The fund invests all or a portion of its assets in small to midsize companies located mainly inside the United States. (6) Putnam New Opportunities Fund - (consisting of investments purchased with participant directed contributions): a fund consisting primarily of investments in common stock of companies within certain industry groups that Putnam management believes offer above-average long-term growth potential. (7) Putnam Asset Allocation: Growth Portfolio - (consisting of investments purchased with participant directed contributions): a fund consisting of 55 - 85% investments in stock that Putnam Management believes have the potential for capital appreciation and consisting of 15 - 45% investments in a diversified portfolio of fixed-income securities, including both government and corporate bonds. - 11 -
12 NOTES TO FINANCIAL STATEMENTS OF SAVINGS PLAN, continued 3. Investment Options (continued): (8) Putnam Asset Allocation - Balanced Portfolio - (consisting of investments purchased with participant directed contributions): a fund consisting of 45 - 75% investments in stocks and 25 - 55% investments in a diversified portfolio of fixed-income securities, including both government and corporate bonds. (9) Putnam Asset Allocation: Conservative Portfolio - (consisting of investments purchased with participant directed contributions): a fund consisting of 0 - 30% investments in stocks and 70 - 100% investments in a diversified portfolio of fixed-income securities, including both government and corporate bonds. (10) Putnam International Growth Fund - (consisting of investments purchased with participant directed contributions): a growth oriented fund consisting of investments in a diversified portfolio of stocks of companies located mainly outside the United States. (11) Putnam Money Market Fund - (consisting of investments purchased with participant directed contributions): a fund consisting of short-term high-quality money market securities. Investments in this fund are neither insured nor guaranteed by the U.S. government. 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 6,449 participants at December 31, 1999 who participated in one or more of the eleven investment funds. At December 31, 1999 the number of participants selecting each of the investment funds for their contributions was as follows: Harsco Corporation Common Stock Fund..................... 6,249 Vanguard Index Trust 500 Portfolio....................... 3,473 Putnam Fund for Growth and Income........................ 1,120 Putnam Income Fund....................................... 628 Putnam Voyager Fund...................................... 2,875 Putnam New Opportunities Fund............................ 2,573 Putnam Asset Allocation - Growth Portfolio............... 744 Putnam Asset Allocation - Balanced Portfolio............. 1,262 Putnam Asset Allocation - Conservative Portfolio......... 319 Putnam International Growth Fund......................... 1,550 Putnam Money Market Fund................................. 1,999 - 12 -
13 NOTES TO FINANCIAL STATEMENTS OF SAVINGS PLAN, continued 4. Related-Party Transactions: Certain Plan investments are shares of mutual funds managed by Putnam Investments. Putnam Investments is the trustee as defined by the Plan, and therefore, transactions in these funds qualify as party-in-interest transactions. Transactions in the Harsco Stock Fund also qualify as party-in-interest transactions. 5. Federal Income Taxes: The Company received a determination letter from the Internal Revenue Service on April 15, 1995, that the Plan, as amended September 15, 1994, 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 receiving the determination letter. The Company has submitted the Plan as amended to the Internal Revenue Service for a determination of continued qualification. 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. - 13 -
14 HARSCO CORPORATION SAVINGS PLAN LINE 4i - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES FORM 5500 December 31, 1999 (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: * 2,470,573 Harsco Corp. Common Stock, par value $1.25 $ 47,604 $ 78,441 -------- -------- N/A Participant Loans (1) 9,365 9,365 -------- -------- Mutual Funds: 243,505 Vanguard Index Trust 500 Portfolio 26,178 32,954 * 227,965 Putnam Fund for Growth and Income 4,770 4,274 * 303,782 Putnam Income Fund 2,111 1,932 * 1,048,677 Putnam Voyager Fund 23,792 32,467 * 211,320 Putnam New Opportunities Fund 12,791 19,222 * 187,048 Putnam Asset Allocation-Growth Portfolio 2,581 2,843 * 732,668 Putnam Asset Allocation-Balanced Portfolio 8,916 9,495 * 114,438 Putnam Asset Allocation-Conservative Portfolio 1,202 1,206 * 231,753 Putnam International Growth Fund 4,804 6,879 * 14,156,355 Putnam Money Market Fund 14,156 14,156 -------- -------- Total Mutual Funds 101,301 125,428 -------- -------- N/A Cash 98 98 -------- -------- Total Assets Held for Investment Purposes $158,368 $213,332 ======== ======== (1) Participant Loans range up to fifteen years to maturity and interest rates on these loans ranged from 7.25% to 10.0%. - 14 -
15 HARSCO CORPORATION SAVINGS PLAN LINE 4j - SCHEDULE OF REPORTABLE (5%) TRANSACTIONS FORM 5500 For the year ended December 31, 1999 (Dollars in Thousands) (a) (b) (c), (d) Total Dollar Total Number of Value of Identity of Description Purchases (P) Purchases party involved of Asset and/or Sales (S) and/or Sales - -------------------------------------- ----------------------------------- ------------------------------ --------------------- Harsco Corporation, Harsco Common (P) 769 $ 15,849 plan sponsor Stock Fund (S) 1,097 18,200 Harsco Corporation, Vanguard S&P (P) 600 8,438 plan sponsor Index Fund (S) 732 8,099 Harsco Corporation, Putnam Voyager (P) 570 7,244 plan sponsor Fund (S) 692 4,528 Harsco Corporation, Putnam New (P) 585 6,563 plan sponsor Opportunities Fund (S) 672 3,066 Harsco Corporation, Putnam Money (P) 792 10,475 plan sponsor Market Fund (S) 687 7,838 Harsco Corporation, Loan Fund (P) 448 5,733 plan sponsor (S) 348 5,227 (e) (f) (g) (h) (i) Current Value of Asset on Transaction Net Gain or Lease Rental Expenses Cost of Asset Date (Loss) - ----------------- ------------------- ------------------ ---------------------- -------------------- - - $ 15,849 $ 15,849 $ - - 13,108 18,200 5,092 - - 8,438 8,438 - - 7,159 8,099 940 - - 7,244 7,244 - - 4,080 4,528 448 - - 6,563 6,563 - - 2,646 3,066 420 - - 10,475 10,475 - - 7,838 7,838 - - - 5,733 5,733 - - 5,227 5,227 - - 15 -
16 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Plan Administrative Committee has duly caused this annual report to be signed by the undersigned thereunto duly authorized. HARSCO CORPORATION SAVINGS PLAN BY /s/ P. C. Coppock P. C. Coppock Senior Vice President, Chief Administrative Officer, General Counsel and Secretary June 20, 2000 - 16 -
17 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in the Post Effective Amendment No. 2 to the Registration Statement on Form S-8 (No. 33-5300) of Harsco Corporation of our report dated June 12, 2000 relating to the financial statements of the Harsco Corporation Savings Plan, which appears in this Form 11-K. Our report includes explanatory paragraphs regarding supplemental schedules and fund information. /S/PricewaterhouseCoopers LLP PricewaterhouseCoopers LLP Philadelphia, Pennsylvania June 20, 2000 - 17 -