Item 1.    Business.

Harsco Corporation (the "Company") is a diversified, multinational provider of industrial services and engineered products serving global industries that are fundamental to worldwide economic growth and infrastructure development. The Company's operations fall into four reportable segments: Harsco Metals & Minerals, Harsco Infrastructure, Harsco Rail and Harsco Industrial. The Company has locations in approximately 35 countries, including the United States. The Company was incorporated in 1956.

On November 26, 2013, the Company consummated the previously announced transaction to sell the Company’s Harsco Infrastructure Segment into a strategic venture with Clayton, Dubilier & Rice (“CD&R”) as part of a transaction that combines the Harsco Infrastructure Segment with Brand Energy & Infrastructure Services, Inc., which CD&R simultaneously acquired (the “Infrastructure transaction”). The Company has contributed substantially all of the Company’s equity interests in, and the net assets of, the Harsco Infrastructure Segment to the strategic venture in exchange for approximately $300 million in cash, subject to working capital and other adjustments, and an approximate 29% equity interest in the resulting entity (the "Infrastructure strategic venture" or "Brand"). The Company’s equity interest in the Infrastructure strategic venture will be accounted for under the equity method of accounting as prescribed by accounting principles generally accepted in the United States of America ("U.S. GAAP"). Please see Note 1, Summary of Significant Accounting Policies, and Note 5, Equity Method Investments, to the Consolidated Financial Statements under Part II, Item 8, "Financial Statements and Supplementary Data" for additional information on equity method investments.

The Company's executive offices are located at 350 Poplar Church Road, Camp Hill, Pennsylvania 17011 and the Company's main telephone number is (717) 763-7064. The public may read and copy any material the Company files with the Securities and Exchange Commission ("SEC") at their Public Reference Room at 100 F Street, NE, Washington, DC 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The Company's Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and any amendments to such reports filed with or furnished to the SEC under Sections 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, are available free of charge on the SEC's Internet website at www.sec.gov and on the Company's Internet website at www.harsco.com as soon as reasonably practicable after such reports are electronically filed with the SEC. The information posted on the Company's website is not incorporated into the Company's SEC filings.

The Company's principal lines of business and related principal business drivers are as follows:

(a) The Engineered scaffolding, concrete forming and shoring, and other access-related services, rentals and sales product group is associated with the Harsco Infrastructure Segment, which was disposed of as part of the Infrastructure transaction. See Note 3, Acquisitions and Dispositions, to the Consolidated Financial Statements under Part II, Item 8, "Financial Statements and Supplementary Data," for additional information on the Infrastructure transaction.

The Company reports segment information using the "management approach," based on the way management organizes and reports the segments within the enterprise for making operating decisions and assessing performance. The Company's reportable segments are identified based upon differences in products, services and markets served. These segments and the types of products and services offered are more fully described in section (c) below.

In 2013 , 2012 and 2011 , the United States contributed total revenues of $1.0 billion , $1.1 billion and $1.1 billion , equal to 35% , 36% and 33% of total revenues, respectively. The Company's euro-currency countries contributed total revenues of $0.7 billion , $0.8 billion and $0.8 billion , equal to 25% of total revenues each year in 2013 , 2012 and 2011 , respectively. The United Kingdom contributed total revenues of $0.4 billion , $0.3 billion and $0.4 billion in 2013 , 2012 and 2011 , equal to 12% , 11% and 12% of total revenues, respectively. One customer, ArcelorMittal, represented approximately 9% of the Company's revenues during 2013 , 9% in 2012 and 11% in 2011 . There were no significant inter-segment revenues.

Financial information concerning industry segments is included in Note 16, Information by Segment and Geographic Area, to the Consolidated Financial Statements under Part II, Item 8, "Financial Statements and Supplementary Data," which information is incorporated herein by reference.

(1)   A narrative description of the businesses by reportable segment is as follows:

Harsco Metals & Minerals Segment— 47% of consolidated revenues for 2013

The Harsco Metals & Minerals Segment is one of the world's largest providers of on-site, outsourced services to the global metals industries. The Metals business provides its services and solutions on a long-term contract basis, supporting each stage of the metal-making process from initial raw material handling to post-production slag processing and metal recovery. The Metals business' multi-year contracts had estimated future revenues of $5.4 billion at expected production levels at December 31, 2013 . This provides the Company with a substantial base of long-term revenues. Approximately 19% of these revenues are expected to be recognized by December 31, 2014, approximately 42% of these revenues are expected to be recognized between January 1, 2015 and December 31, 2017, approximately 20% of these revenues are expected to be recognized between January 1, 2018 and December 31, 2020 and the remaining revenues are expected to be recognized thereafter. There are no significant metals services contracts for which the costs to complete the contract are currently estimated to exceed the revenue to be realized included in the above estimated future revenues.

The Minerals business extracts high-value metallic content from stainless steel by-products and also specializes in the development of minerals technologies for commercial applications, including agriculture fertilizers. The Minerals business also produces industrial abrasives and roofing granules from power-plant utility coal slag at a number of locations throughout the United States. Harsco Minerals' BLACK BEAUTY® abrasives are used for industrial surface preparation, such as rust removal and cleaning of bridges, ship hulls and various structures. Roofing granules are sold to residential roofing shingle manufacturers, primarily for the replacement roofing market. This business is one of the United States' largest producers of slag abrasives and residential roofing granules.

As part of the Segment's initiatives to develop new products and services, in particular environmental solutions, the Segment's technology office is involved with several initiatives and technology alliances focused on developing greater environmental sustainability in steel making, through the recovery of resources from production by-products and waste streams.

The Harsco Metals & Minerals Segment operates in approximately 35 countries. In 2013 and 2012 , this Segment's revenues were generated in the following regions:

For 2013 , 2012 and 2011 , the Harsco Metals & Minerals Segment's percentage of the Company's consolidated revenues were 47% , 46% and 48% , respectively.

Harsco Infrastructure Segment— 30% of consolidated revenues for 2013

On November 26, 2013, the Company consummated the previously announced Infrastructure transaction. The Company has contributed substantially all of the Company’s equity interests in, and the net assets of, the Harsco Infrastructure Segment to the strategic venture in exchange for approximately $300 million in cash, subject to working capital and other adjustments, and an approximate 29% equity interest in the Infrastructure strategic venture. The Company’s approximate 29% equity interest in the Infrastructure strategic venture will be accounted for under the equity method of accounting as prescribed by U.S. GAAP. See Note 3, Acquisitions and Dispositions, to the Consolidated Financial Statements under Part II, Item 8, "Financial Statements and Supplementary Data," for additional information on the Infrastructure transaction.

The Harsco Infrastructure Segment was one of the world's most complete global organizations for the rental and sale of engineered scaffolding, shoring, concrete forming and other access-related solutions for major construction projects as well as industrial plant maintenance programs. The Segment operated from a network of branches throughout the world, including North America, Latin America, Europe, the Gulf Region of the Middle East, Africa and Asia-Pacific using highly mobile equipment that was controlled via a global inventory system. Major services included the provision of concrete shoring and forming systems; scaffolding for non-residential and infrastructure construction projects and industrial maintenance requirements; and a variety of other infrastructure services including project engineering and design, equipment erection and dismantling services, industrial insulation and painting services and equipment sales.

The Company's infrastructure services were provided through branch locations in approximately 30 countries plus export sales worldwide. In 2013 and 2012 , this Segment's revenues were generated in the following regions:

For 2013 , 2012 and 2011 , the Harsco Infrastructure Segment's percentage of the Company's consolidated revenues were 30% , 31% and 34% , respectively.

Harsco Rail Segment— 10% of consolidated revenues for 2013

The Harsco Rail Segment is a global provider of equipment and services for the maintenance, repair and construction of railway track. The Segment's equipment and services support private and government-owned railroads and urban transit systems worldwide.

The Segment's rail products are produced in three countries and products and services are provided worldwide. In 2013 , 2012 and 2011 , export product sales from the United States for the Harsco Rail Segment were $109.3 million , $177.9 million and $119.4 million , respectively.

For 2013 , 2012 and 2011 , the Harsco Rail Segment's percentage of the Company's consolidated revenues were 10% , 11% and 9% , respectively.

Harsco Industrial Segment— 13% of consolidated revenues for 2013

This Segment includes the Harsco Industrial IKG, Harsco Industrial Air-X-Changers and Harsco Industrial Patterson-Kelley businesses. Approximately 91% of this Segment's revenues originate in North America.

Harsco Industrial IKG manufactures a varied line of industrial grating products at several plants in the United States and international plants located in Mexico and China. These products include a full range of bar grating configurations, which are used mainly in industrial flooring, as well as safety and security applications in the energy, paper, chemical, refining and processing industries.

Harsco Industrial Air-X-Changers is a leading supplier of custom-designed and manufactured air-cooled heat exchangers for the natural gas industry from plants in the United States and Australia. Harsco Industrial Air-X-Changers' heat exchangers are the primary apparatus used to condition natural gas during recovery, compression and transportation from underground reserves through the major pipeline distribution channels.

Harsco Industrial Patterson-Kelley is a leading manufacturer of energy-efficient heat transfer products such as boilers and water heaters for commercial and institutional applications.

For 2013 , 2012 and 2011 , this Segment's percentage of the Company's consolidated revenues were 13% , 12% and 9% , respectively.

(1)(i)  The products and services of the Company are generated through a number of product groups. These product groups are more fully discussed in Note 16, Information by Segment and Geographic Area, to the Consolidated Financial Statements under Part II, Item 8, "Financial Statements and Supplementary Data." The product groups that contributed 10% or more as a percentage of consolidated revenues in any of the last three fiscal years are set forth in the following table:

(1)(ii)  New products and services are added from time to time; however, in 2013 , 2012 and 2011 none required the investment of a material amount of the Company's assets.

(1)(iii)  The manufacturing requirements of the Company's operations are such that no unusual sources of supply for raw materials are required. The raw materials used by the Company for its limited product manufacturing include principally steel and, to a lesser extent, aluminum, which are usually readily available. The profitability of the Company's manufactured products is affected by changing purchase prices of steel and other materials and commodities.

(1)(iv)  While the Company has a number of trademarks, patents and patent applications, it does not consider that any material part of its business is dependent upon them.

(1)(v)  The Company furnishes products, materials and certain industrial services within the Harsco Industrial Segment, and historically the Harsco Infrastructure Segment, that are seasonal in nature. As a result, the Company's revenues and results of operations for the first quarter ending March 31 are normally lower than the second, third and fourth quarters. Additionally, the Company has historically generated the majority of its cash flows in the second half of the year. This is a result of normally higher income during the latter part of the year. The Company's historical revenue patterns and cash provided by operating activities are as follows:

Historical Pattern of Revenue from Continuing Operations

Historical Pattern of Cash Provided (Used) by Operations

(1)(vi)  The practices of the Company relating to working capital are similar to those practices of other industrial service providers or manufacturers servicing both domestic and international industrial customers and commercial markets. These practices include the following:

(1)(vii)  In 2013 , 2012 and 2011 , sales to one customer, ArcelorMittal, principally in the Harsco Metals & Minerals Segment, were $268.6 million , $283.3 million and $361.9 million , respectively. For 2011, this amount represented more than 10% of the Company's consolidated revenues. These revenues were provided under multiple long-term contracts at several mill sites. In addition, the Harsco Metals & Minerals Segment is dependent largely on the global steel industry, and in 2013 , 2012 and 2011 there were two customers, including ArcelorMittal, that each provided in excess of 10% of this Segment's revenues under multiple long-term contracts at several mill sites. The loss of any one of the contracts would not have a material adverse effect upon the Company's financial position or cash flows; however, it could have a significant effect on quarterly or annual results of operations. Additionally, these customers have significant accounts receivable balances. Further consolidation in the global steel industry is possible. Should transactions occur involving some of the Company's larger steel industry customers, it would result in an increase in concentration of revenues and credit risk for the Company. If a large customer were to experience financial difficulty, or file for bankruptcy protection, it could adversely impact the Company's income, cash flows and asset valuations. As part of its credit risk management practices, the Company closely monitors the credit standing and accounts receivable position of its customer base. One of the Company's large steel mill customers in Europe has filed for receivership. It should be noted that the Company has approximately $11 million of receivables due from the customer that is in receivership. During the fourth quarter of 2013, the Company recorded a bad debt reserve of $2.6 million related to this receivable. Although the Company believes the remaining amounts are collectible, should there be an adverse change in the Company's view on collectability there could be a charge against income in future periods.

In 2013 and 2011 , the Harsco Rail Segment had two customers and in 2012 one customer that provided in excess of 10% of the Segments' revenues. In 2013 , 2012 , and 2011 , the Harsco Industrial Segment had one customer that provided in excess of 10% of the Segment's revenues. The loss of any of these customers would not have a material adverse impact on the Company's financial positions or cash flows.

(1)(viii)  At December 31, 2013 , the Company's metals services contracts had estimated future revenues of $5.4 billion at expected production levels, compared with $4.9 billion at December 31, 2012 . This increase is primarily due to a number of new contracts and contract extensions signed with various customers during 2013. At December 31, 2013 , the Harsco Rail Segment had an estimated order backlog of $229.4 million , compared with $180.3 million at December 31, 2012 . This increase is primarily due a contract award worth over $100 million through 2016 from the SBB, the federal railway system of Switzerland, partially offset by shipments during 2013. In addition, at December 31, 2013 , the Company had an estimated order backlog of $83.9 million in its Harsco Industrial Segment, compared with $98.4 million at December 31, 2012 . The decrease from December 31, 2012 is due principally to decreased demand in natural gas markets.

At December 31, 2013 , approximately $113.2 million or 36% of the Company's manufactured products order backlog is not expected to be filled in 2014. The majority of this backlog is expected to be filled in 2015. This is exclusive of long-term metals industry services contracts, roofing granules and industrial abrasives products, and minerals and metal recovery technologies services.

(1)(ix)  At December 31, 2013 , the Company had no material contracts that were subject to renegotiation of profits or termination at the election of the United States Government.

(1)(x)  The Company's competitive environment is complex because of the wide diversity of services and products it provides and the global breadth and depth of markets served. No single service provider or manufacturer competes with the Company with respect to all services provided or products manufactured and sold. In general, on a global basis, the Company's segments are among the market leaders in their respective sectors and compete with a range of global, regional and local businesses of varying size and scope.

Harsco Metals & Minerals Segment —This Segment provides outsourced on-site services to the global metals industries in more than 35 countries, with its largest operations focused in the United Kingdom, the United States and Brazil. The Company believes it is one of the world's largest providers of on-site, outsourced services to the global metals industries. This Segment's key competitive factors are innovative resource recovery solutions, significant industry experience, technology, safety

performance, service and value. This Segment competes principally with a number of privately-held businesses for services outsourced by its customers. Additionally, due to the nature of this Segment's services, it encounters a certain degree of "competition" from potential new customers' desire to perform similar services themselves instead of using an outsourced solution.

Harsco Infrastructure Segment —Historically, this Segment provided rental and sales of engineered scaffolding, shoring, concrete forming and other access-related solutions through a global branch network comprising approximately 30 countries. As part of the 2011/2012 Restructuring Program, this Segment exited certain underperforming markets in 2012. The Company believes it was one of the world's most complete global organizations for infrastructure-related access and concrete forming solutions. Its largest operations were based in the United States, the Netherlands and the United Kingdom. The Segment's key competitive factors were engineering expertise, customer service, on-time delivery, product quality, safety performance, global availability of mobile equipment and value. Primary competitors for forming and shoring in the United States, Europe and globally were a limited number of privately-held global providers. Competition in the scaffolding market was more fragmented and regionally focused with a large number of local competitors, principally competing for smaller commercial construction projects, and a limited number of national competitors, principally competing in the industrial markets and for larger construction projects.

On November 26, 2013, the Company consummated the previously announced Infrastructure transaction. The Company has contributed substantially all of the Company’s equity interests in, and the net assets of, the Harsco Infrastructure Segment to the Infrastructure strategic venture in exchange for approximately $300 million in cash, subject to working capital and other adjustments, and an approximate 29% equity interest in the Infrastructure strategic venture. The Company’s approximate 29% equity interest in the Infrastructure strategic venture will be accounted for under the equity method of accounting as prescribed by U.S. GAAP. Additional information related to the Infrastructure transaction is included in Note 3, Acquisitions and Dispositions, to the Consolidated Financial Statements under Part II, Item 8, "Financial Statements and Supplementary Data."

Harsco Rail Segment —This Segment manufactures and sells highly-engineered railway track maintenance equipment produced primarily in the United States for customers throughout the world. Additionally, this Segment provides railway track maintenance services principally in the United States and the United Kingdom. This Segment's key competitive factors are quality, technology, customer service and value. Primary competitors for both products and services are privately-held global businesses as well as certain regional competitors.

Harsco Industrial Segment —This Segment includes manufacturing businesses located principally in the United States with an increasing focus on international growth. During 2011, strategic venture operations were established in China and Australia. Key competitive factors include quality, value, technology and energy-efficiency. Primary competitors are U.S.-based manufacturers of similar products.

(1)(xi)  The Company's expense for research and development activities was $9.6 million , $9.1 million and $6.0 million in 2013 , 2012 and 2011 , respectively. This excludes technology development and engineering costs classified in cost of services and products sold or selling, general and administrative expense. For additional information regarding research and development activities, see the Research and Development section included in Part II, Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations."

(1)(xii)  The Company has become subject to, as have others, stringent air and water quality control legislation. In general, the Company has not experienced substantial difficulty complying with these environmental regulations, and does not anticipate making any material capital expenditures for environmental control facilities. While the Company expects that environmental regulations may expand, and that its expenditures for air and water quality control will continue, it cannot predict the effect on its business of such expanded regulations. For additional information regarding environmental matters see Note 12, Commitments and Contingencies, to the Consolidated Financial Statements included in Part II, Item 8, "Financial Statements and Supplementary Data."

(1)(xiii)  At December 31, 2013 , the Company had approximately 12,300 employees.

Financial information concerning international and domestic operations is included in Note 16, Information by Segment and Geographic Area, to the Consolidated Financial Statements under Part II, Item 8, "Financial Statements and Supplementary Data," which information is incorporated herein by reference. Export sales from the United States totaled $143.7 million , $214.4 million and $160.7 million in 2013 , 2012 and 2011 , respectively.

Information is provided in Part I, Item 1 (a), "General Development of Business."