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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, 2006
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OR
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from _____________ to _____________
Commission File Number 1-3970
HARSCO CORPORATION SAVINGS 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 CORPORATION SAVINGS PLAN
INDEX TO
FORM 11-K ANNUAL REPORT
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Form 11-K
Pages
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Report of Independent Registered Public Accounting Firm 3
Financial Statements:
Statements of Net Assets Available for Benefits -
December 31, 2006 and December 31, 2005 4
Statement of Changes in Net Assets Available for Benefits -
For the Year Ended December 31, 2006 5
Notes to Financial Statements 6-13
Supplemental Schedule:
Schedule of Assets (Held at End of Year) - Schedule H, Line 4(i)* 14-15
Exhibits:
Exhibit 23 - Consent of Independent Registered Public Accounting Firm
* Refers to item number in Form 5500 (Annual Return/Report of Employee
Benefit Plan) for the plan year ended December 31, 2006.
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Participants and the Plan Administrative Committee of
the Harsco Corporation Savings Plan:
In our opinion, the accompanying statement 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 Corporation Savings Plan (the "Plan") at December 31, 2006 and
2005, and the changes in net assets available for benefits for the year ended
December 31, 2006 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 for
investment purpose 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 audits 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 27, 2007
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HARSCO CORPORATION SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
(dollars in thousands)
Assets December 31 December 31
2006 2005
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Participant directed investments, at fair value $ 135,961 $ 128,028
Contributions Receivable:
Employer's 26 50
Participants' 102 212
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Total contribution receivables 128 262
Dividends Receivable 323 --
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Net assets available for benefits $ 136,412 $ 128,290
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The accompanying notes are an integral part of the financial statements.
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HARSCO CORPORATION SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
(dollars in thousands)
For the Year Ended December 31, 2006
Additions:
Investment income:
Net appreciation in the fair value of investments $ 11,904
Dividends 3,887
Interest - money market fund 494
Interest - participant loans 352
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Total investment income 16,637
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Contributions:
Employer's 1,472
Participants' 4,809
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Total contribtions 6,281
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Conversion Credit 24
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Total additions 22,942
Deductions:
Withdrawals (13,865)
Net transfers out to HRSIP due to employee
classification change (955)
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Net increase in net assets available for benefits 8,122
Net assets available for benefits:
December 31, 2005 128,290
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December 31, 2006 $ 136,412
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The accompanying notes are an integral part of the financial statements.
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NOTES TO FINANCIAL STATEMENTS
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1. General Description of Plan:
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General
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The following description of the Harsco Corporation Savings Plan (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").
As of January 1, 2005, all U.S. hourly and 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 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. Prior to January 1, 2005, in addition to hourly employees, eligible
employees also included all U.S. employees (including officers) who
received a stated weekly, monthly, or annual rate of compensation. 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 to HRSIP," on the
Statement of Changes in Net Assets Available for Benefits.
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 or (c) Pre-Tax Contributions exceed the amount specified by
the Internal Revenue Service (IRS) code which was $15,000 and $14,000 for
the years ended December 31, 2006 and 2005, 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 $20,000 and
$18,000 in 2006 and 2005, respectively, as a result of an additional
$5,000 and $4,000 of
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NOTES TO FINANCIAL STATEMENTS, continued
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1. General Description of Plan: (continued)
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"catch-up contributions" allowed by law in 2006 and 2005, 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 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".
Vesting
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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 three 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, 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
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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 4.25% to 10.5% at
December 31, 2006. 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.
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NOTES TO FINANCIAL STATEMENTS, continued
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1. General Description of Plan: (continued)
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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.
(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.
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NOTES TO FINANCIAL STATEMENTS, continued
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1. General Description of Plan: (continued)
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(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.
(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 (2005-2045) - 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.
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NOTES TO FINANCIAL STATEMENTS, continued
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1. General Description of Plan: (continued)
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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.
2. 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:
--------------------
Benefit payments to participants are recorded when paid.
Use of Estimates:
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The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities
and disclosures of contingent assets and liabilities at the date of the
financial statements and the reported amounts of additions and deductions
during the reporting period. Actual results could differ from those
estimates.
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.
-10-
NOTES TO FINANCIAL STATEMENTS, continued
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2. Summary of Significant Accounting Policies: (continued)
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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 2006,
forfeited amounts of $60,064 were used to offset Company matching
contributions and $6,221 remained in a money market fund at December 31,
2006 to be used to offset future Company matching contributions.
3. 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,
2006 with comparable information for 2005:
(in thousands) December 31 December 31
2006 2005
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Harsco Corporation Common Stock Fund $ 65,239 $ 62,753
Vanguard Institutional Index Fund 13,048 12,488
Putnam Money Market Fund 10,594 10,298
Putnam Voyager Fund (a) 6,685 7,218
Other 40,395 35,271
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$ 135,961 $ 128,028
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(a) Shown for comparative purposes.
During 2006, the Plan's investments (including gains and losses on
investments bought and sold, as well as held during the year) appreciated
in value by $11,904 (in thousands) as follows:
(in thousands)
Common stock $ 2,486
Mutual funds 9,418
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$ 11,904
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NOTES TO FINANCIAL STATEMENTS, continued
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4. 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. The Plan purchased $12,315,765 and sold
$16,612,632 of Company stock during the year ended December 31, 2006.
5. Plan Amendments:
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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.
March 28, 2005, the Plan was amended 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. In addition, the Company
amended the Plan effective December 29, 2005, to provide Company
contributions as required under collective bargaining agreements for the
newly acquired participants of the Brambles USA, Inc Company.
January 1, 2006, the Plan was amended to allow for profit sharing
contributions to groups of employees as either required under collective
bargaining agreements or as determined by the Board, to permit profit
sharing contributions to be available for loans as required under
collective bargaining agreements, to permit expanded safe harbor hardship
withdrawals for funeral and casualty expenses and expedited hardship
withdrawals for certain participants impacted by the effects of Hurricane
Katrina, to suspend contributions for 6 months following hardship
withdrawals, to comply with the requirement that Non-Discrimination
Testing procedures must be included in the Plan document, and to grant to
the Benefits Committee to adopt Plan amendments which are needed due to
regulatory changes and which have no substantial adverse financial impact
upon the Employer of the Plan.
6. Federal Income Taxes:
---------------------
The Company received a determination letter from the Internal Revenue
Service on May 15, 2003, that the Plan, as amended March 28, 2003, 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 December 26, 2000. During
January 2007 the Plan and all amendments to date were submitted to the
IRS for a new determination letter. At the time of this report, the new
determination letter has not been received, 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.
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NOTES TO FINANCIAL STATEMENTS, continued
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7. Subsequent Events:
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The Plan's investment composition was modified effective April 16, 2007.
The following table details the investments removed from the Plan, the
investment funds they were transferred to and new investment options
added to the Plan:
FUND REMOVED FROM PLAN BALANCE TRANSFERRED TO
Ariel Appreciation Fund *CRM Mid Cap Value Fund Investor Share Class
Putnam Growth & Income Fund Class A Dodge & Cox Stock Fund
Putnam Retirement Ready 2010 Fund Class A T. Rowe Price Retirement 2010 Fund Retail
Putnam Retirement Ready 2015 Fund Class A T. Rowe Price Retirement 2015 Fund Retail
Putnam Retirement Ready 2020 Fund Class A T. Rowe Price Retirement 2020 Fund Retail
Putnam Retirement Ready 2025 Fund Class A T. Rowe Price Retirement 2025 Fund Retail
Putnam Retirement Ready 2030 Fund Class A T. Rowe Price Retirement 2030 Fund Retail
Putnam Retirement Ready 2035 Fund Class A T. Rowe Price Retirement 2035 Fund Retail
Putnam Retirement Ready 2040 Fund Class A T. Rowe Price Retirement 2040 Fund Retail
Putnam Retirement Ready 2045 Fund Class A T. Rowe Price Retirement 2045 Fund Retail
Putnam Retirement Ready 2050 Fund Class A *T. Rowe Price Retirement 2050 Fund Retail
Putnam Retirement Ready Maturity Fund Class A T. Rowe Price Retirement Income Fund Retail
Putnam Voyager Fund Class A American Funds Growth Fund of America Class
* In addition to Thornburg Core Growth Fund and T. Rowe Price Retirement
Ready 2055, these funds were added as new investment options for
participants effective April 16, 2007.
8. Risks and Uncertainties:
------------------------
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.
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HARSCO CORPORATION SAVINGS PLAN
SCHEDULE H, LINE 4(i) - SCHEDULE OF ASSETS (HELD AT END OF YEAR)
FORM 5500
December 31, 2006
(dollars in thousands)
(a) (b) & (c) (d)
Party Current
In Interest Identity of Issue and Description of Investment Value
----------- ----------------------------------------------- ------------
Common Stock:
* Harsco Corp. Common Stock, par value $ $ 65,239
------------
Participant Loans (1) 5,065
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Mutual Funds:
Vanguard Institutional Index Fund 13,048
* Putnam Voyager Fund 6,685
* Putnam Money Market 10,594
* Putnam New Opportunities Fund 5,639
American Europacific Growth Fund 5,310
* Putnam Fund for Growth and Income 2,591
Neuberger Berman Genesis Trust Fund 2,986
* Putnam Income Fund 1,263
Pimco Total Return Fund 1,546
Dodge & Cox Stock Fund 2,114
Morgan Stanley Institutional Fund, Inc. U.S.
Real Estate Fund 2,431
Ariel Appreciation Fund 352
Growth Fund of America 1,024
* Putnam Bond Index Fund 139
* Putnam Retirement Ready Maturity 819
* Putnam Retirement Ready 2010 Fund 1,256
* Putnam Retirement Ready 2015 Fund 1,976
* Putnam Retirement Ready 2020 Fund 1,796
* Putnam Retirement Ready 2025 Fund 1,230
* Putnam Retirement Ready 2030 Fund 718
* Putnam Retirement Ready 2035 Fund 321
-14-
HARSCO CORPORATION SAVINGS PLAN
SCHEDULE H, LINE 4(i) - SCHEDULE OF ASSETS (HELD AT END OF YEAR)
FORM 5500
(Continued)
December 31, 2006
(dollars in thousands)
(a) (b) & (c) (d)
Party Current
In Interest Identity of Issue and Description of Investment Value
----------- ----------------------------------------------- ------------
* Putnam Retirement Ready 2040 Fund 193
* Putnam Retirement Ready 2045 Fund 62
* Putnam Retirement Ready 2050 Fund 5
T Rowe Price Retirement Income 171
T Rowe Price Retirement 2005 56
T Rowe Price Retirement 2010 260
T Rowe Price Retirement 2015 274
T Rowe Price Retirement 2020 108
T Rowe Price Retirement 2025 194
T Rowe Price Retirement 2030 247
T Rowe Price Retirement 2035 75
T Rowe Price Retirement 2040 136
T Rowe Price Retirement 2045 36
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Total Mutual Funds 65,655
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Cash 2
------------
Total Assets Held for Investment Purposes $ 135,961
============
* Represents party in interest
(1) Participant Loans range up to 15 years to maturity and interest rates on
these loans ranged from 4.25% to 10.5%.
-15-
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Plan Administrative Committee has duly caused this annual report to be signed by
the undersigned thereunto duly authorized.
HARSCO CORPORATION SAVINGS PLAN
BY /s/ Mark E. Kimmel
-------------------------------------
Mark E. Kimmel
General Counsel & Corporate Secretary
June 27, 2007
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