Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  x

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer  x	Accelerated filer  o
Non-accelerated filer  o (Do not check if a smaller reporting company)	Smaller reporting company  o

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).  YES  o    NO  x

 

The aggregate market value of the Company’s voting stock held by non-affiliates of the Company as of June 30, 2008 was $4,586,440,131.

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date.

 

Class	Outstanding at January 31, 2009
Common stock, par value $1.25 per share	80,325,891

DOCUMENTS INCORPORATED BY REFERENCE

Selected portions of the 2008 Proxy Statement are incorporated by reference into Part III of this Report.

The Exhibit Index (Item No. 15) located on pages 108 to 113 incorporates several documents by reference as indicated therein.

 

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HARSCO CORPORATION

FORM 10-K

INDEX

 

			Page
PART I
Item 1.	Business.		3 – 8
Item 1A.	Risk Factors.		8 – 16
Item 1B.	Unresolved Staff Comments.		16
Item 2.	Properties.		17
Item 3.	Legal Proceedings.		17
Item 4.	Submission of Matters to a Vote of Security Holders.		18
Supplementary Item.	Executive Officers of the Registrant (Pursuant to Instruction 3 to Item 401(b) of Regulation S-K).		18 –19
PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchase of Equity Securities.		20
Item 6.	Selected Financial Data.		21
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.		21 – 49
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk.		49
Item 8.	Financial Statements and Supplementary Data.		50 – 103
Item 9.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.		103
Item 9A.	Controls and Procedures.		103
Item 9B.	Other Information.		103
PART III
Item 10.	Directors, Executive Officers and Corporate Governance.		104
Item 11.	Executive Compensation.		104
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.		104 – 105
Item 13.	Certain Relationships and Related Transactions, and Director Independence.		105
Item 14.	Principal Accounting Fees and Services.		105
PART IV
Item 15.	Exhibits, Financial Statement Schedules.		106 – 113
SIGNATURES			114

 

 

 

 

2

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PART I

 

Harsco Corporation common stock is listed on the New York Stock Exchange.  At the end of 2008, there were 80,174,536 shares outstanding.  In 2008, the Company’s common stock traded in a range of $17.55 to $64.75 and closed at $27.68 at year-end.  At December 31, 2008 there were approximately 22,000 stockholders.  There are no significant limitations on the payment of dividends included in the Company’s loan agreements.  For additional information regarding Harsco common stock market price and dividends declared, see Dividend Action under Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and the Common Stock Price and Dividend Information under Part II, Item 8, “Financial Statements and Supplementary Data.”  For additional information on the Company’s equity compensation plans see Part III, Item 11, “Executive Compensation.”

(c)  Issuer Purchases of Equity Securities

Period		Total Number of Shares Purchased				Average Price Paid per Share				Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs				Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs
October 1, 2008 – October 31, 2008			53,500			$	23.39				53,500				4,892,867
November 1, 2008 – November 30, 2008			3,336,220				22.16				3,336,220				1,556,647
December 1, 2008 – December 31, 2008			20,000				21.83				20,000				1,536,647
Total			3,409,720			$	22.18				3,409,720

The Company’s share repurchase program was extended by the Board of Directors in September 2008.  The Board authorized an increase of 4,000,000 shares to the 946,367 remaining from the Board’s previous stock repurchase authorization.  The repurchase program expires January 31, 2010.  As of December 31, 2008, there are 1,536,647 authorized shares remaining in the program.  Repurchases are made in open market transactions at times and amounts as management deems appropriate, depending on market conditions.  Repurchases may be discontinued at any time.

 

 

 

 

 

 

20

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