Table of Contents

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
FORM 10-Q
ý
QUARTERLY REPORT PURSUANT TO SECTION 13 or 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the Quarterly Period Ended June 30, 2016
or
¨
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from            to          
Commission File Number  001-03970
HARSCO CORPORATION
(Exact name of registrant as specified in its charter) 
Delaware
23-1483991
(State or other jurisdiction of incorporation or organization)
(I.R.S. employer identification number)
 
 
350 Poplar Church Road, Camp Hill, Pennsylvania
17011
(Address of principal executive offices)
(Zip Code)

Registrant’s telephone number, including area code  717-763-7064  
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  YES ý  NO o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).   YES  ý  NO  o
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  ý
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 Exchange Act).  YES o  NO  ý
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 July 29, 2016
Common stock, par value $1.25 per share
 
80,174,963


Table of Contents

HARSCO CORPORATION
FORM 10-Q
INDEX
 
 
 
Page
 
 
 
 
3  
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

2
Table of Contents

PART I — FINANCIAL INFORMATION

ITEM 1.       FINANCIAL STATEMENTS

HARSCO CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited)
(In thousands)
 
June 30
2016
 
December 31
2015
ASSETS
 
 

 
 

Current assets:
 
 

 
 

Cash and cash equivalents
 
$
69,238

 
$
79,756

Trade accounts receivable, net
 
265,241

 
254,877

Other receivables
 
16,875

 
30,395

Inventories
 
208,243

 
216,967

Other current assets
 
80,503

 
82,527

Total current assets
 
640,100

 
664,522

Investments
 
236,112

 
252,609

Property, plant and equipment, net
 
531,292

 
564,035

Goodwill
 
394,423

 
400,367

Intangible assets, net
 
47,078

 
53,043

Other assets
 
110,016

 
126,621

Total assets
 
$
1,959,021

 
$
2,061,197

LIABILITIES
 
 

 
 

Current liabilities:
 
 

 
 

Short-term borrowings
 
$
10,129

 
$
30,229

Current maturities of long-term debt
 
35,588

 
25,084

Accounts payable
 
113,532

 
136,018

Accrued compensation
 
40,736

 
38,899

Income taxes payable
 
7,192

 
4,408

Dividends payable
 
—

 
4,105

Insurance liabilities
 
11,927

 
11,420

Advances on contracts and other customer advances
 
107,912

 
107,250

Due to unconsolidated affiliate
 
7,715

 
7,733

Unit adjustment liability
 
11,681

 
22,320

Other current liabilities
 
121,536

 
118,657

Total current liabilities
 
467,948

 
506,123

Long-term debt
 
832,339

 
845,621

Deferred income taxes
 
15,364

 
12,095

Insurance liabilities
 
25,078

 
30,400

Retirement plan liabilities
 
210,482

 
241,972

Due to unconsolidated affiliate
 
14,138

 
13,674

Unit adjustment liability
 
52,510

 
57,614

Other liabilities
 
40,213

 
42,895

Total liabilities
 
1,658,072

 
1,750,394

COMMITMENTS AND CONTINGENCIES
 


 


HARSCO CORPORATION STOCKHOLDERS’ EQUITY
 
 

 
 

Preferred stock
 
—

 
—

Common stock
 
140,622

 
140,503

Additional paid-in capital
 
169,048

 
170,699

Accumulated other comprehensive loss
 
(488,302
)
 
(515,688
)
Retained earnings
 
1,199,313

 
1,236,355

Treasury stock
 
(760,391
)
 
(760,299
)
Total Harsco Corporation stockholders’ equity
 
260,290

 
271,570

Noncontrolling interests
 
40,659

 
39,233

Total equity
 
300,949

 
310,803

Total liabilities and equity
 
$
1,959,021

 
$
2,061,197


See accompanying notes to unaudited condensed consolidated financial statements.

3
Table of Contents

HARSCO CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
 
 
Three Months Ended
 
Six Months Ended
 
 
June 30
 
June 30
(In thousands, except per share amounts)
 
2016
 
2015
 
2016
 
2015
Revenues from continuing operations:
 
 

 
 

 
 
 
 
Service revenues
 
$
249,626

 
$
292,209

 
$
475,120

 
$
579,637

Product revenues
 
120,307

 
163,538

 
248,094

 
327,689

Total revenues
 
369,933

 
455,747

 
723,214

 
907,326

Costs and expenses from continuing operations:
 
 

 
 

 
 
 
 
Cost of services sold
 
191,508

 
243,838

 
381,325

 
489,699

Cost of products sold
 
125,388

 
116,561

 
218,632

 
231,782

Selling, general and administrative expenses
 
49,520

 
58,463

 
100,304

 
122,365

Research and development expenses
 
956

 
1,514

 
1,838

 
2,433

Other (income) expenses
 
1,247

 
(358
)
 
10,370

 
(13,563
)
Total costs and expenses
 
368,619

 
420,018

 
712,469

 
832,716

Operating income from continuing operations
 
1,314

 
35,729

 
10,745

 
74,610

Interest income
 
552

 
431

 
1,087

 
687

Interest expense
 
(13,805
)
 
(11,818
)
 
(26,168
)
 
(23,702
)
Change in fair value to the unit adjustment liability and loss on dilution of equity method investment
 
(1,489
)
 
(2,164
)
 
(13,706
)
 
(4,409
)
Income (loss) from continuing operations before income taxes and equity income (loss)
 
(13,428
)
 
22,178

 
(28,042
)
 
47,186

Income tax expense
 
(12,000
)
 
(7,105
)
 
(9,834
)
 
(19,960
)
Equity in income (loss) of unconsolidated entities, net
 
(694
)
 
(7,584
)
 
2,481

 
(3,501
)
Income (loss) from continuing operations
 
(26,122
)
 
7,489

 
(35,395
)
 
23,725

Discontinued operations:
 
 

 
 

 
 
 
 
Income (loss) on disposal of discontinued business
 
2,886

 
434

 
2,380

 
(212
)
Income tax benefit (expense) related to discontinued business
 
(1,065
)
 
(161
)
 
(878
)
 
78

Income (loss) from discontinued operations
 
1,821

 
273

 
1,502

 
(134
)
Net income (loss)
 
(24,301
)
 
7,762

 
(33,893
)
 
23,591

Less: Net income attributable to noncontrolling interests
 
(1,872
)
 
(1,187
)
 
(3,149
)
 
(1,752
)
Net income (loss) attributable to Harsco Corporation
 
$
(26,173
)
 
$
6,575

 
$
(37,042
)
 
$
21,839

Amounts attributable to Harsco Corporation common stockholders:
Income (loss) from continuing operations, net of tax
 
$
(27,994
)
 
$
6,302

 
$
(38,544
)
 
$
21,973

Income (loss) from discontinued operations, net of tax
 
1,821

 
273

 
1,502

 
(134
)
Net income (loss) attributable to Harsco Corporation common stockholders
 
$
(26,173
)
 
$
6,575

 
$
(37,042
)
 
$
21,839

 
 
 
 
 
 
 
 
 
Weighted-average shares of common stock outstanding
 
80,337

 
80,221

 
80,288

 
80,230

Basic earnings (loss) per common share attributable to Harsco Corporation common stockholders:
Continuing operations
 
$
(0.35
)
 
$
0.08

 
$
(0.48
)
 
$
0.27

Discontinued operations
 
0.02

 
—

 
0.02

 
—

Basic earnings (loss) per share attributable to Harsco Corporation common stockholders
 
$
(0.33
)
 
$
0.08


$
(0.46
)
 
$
0.27

 
 
 
 
 
 
 
 
 
Diluted weighted-average shares of common stock outstanding
 
80,337

 
80,418

 
80,288

 
80,385

Diluted earnings (loss) per common share attributable to Harsco Corporation common stockholders:
Continuing operations
 
$
(0.35
)
 
$
0.08

 
$
(0.48
)
 
$
0.27

Discontinued operations
 
0.02

 
—

 
0.02

 
—

Diluted earnings (loss) per share attributable to Harsco Corporation common stockholders
 
$
(0.33
)
 
$
0.08


$
(0.46
)
 
$
0.27

 
 
 
 
 
 
 
 
 
Cash dividends declared per common share
 
$
—

 
$
0.205

 
$
—

 
$
0.410



See accompanying notes to unaudited condensed consolidated financial statements.

4
Table of Contents

HARSCO CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (Unaudited)
 
 
 
 
 
 
 
Three Months Ended
 
 
June 30
(In thousands)
 
2016
 
2015
Net income (loss)
 
$
(24,301
)
 
$
7,762

Other comprehensive income (loss):
 
 

 
 

Foreign currency translation adjustments, net of deferred income taxes of $(4,977) and $4,542 in 2016 and 2015, respectively
 
(14,394
)
 
(8,975
)
Net loss on cash flow hedging instruments, net of deferred income taxes of $401 and $984 in 2016 and 2015, respectively
 
(144
)
 
(1,693
)
Pension liability adjustments, net of deferred income taxes of $(517) and $(469) in 2016 and 2015, respectively
 
21,855

 
(17,077
)
Unrealized gain on marketable securities, net of deferred income taxes of $(2) and $(1) in 2016 and 2015, respectively
 
4

 
4

Total other comprehensive income (loss)
 
7,321

 
(27,741
)
Total comprehensive loss
 
(16,980
)
 
(19,979
)
Less: Comprehensive income attributable to noncontrolling interests
 
(1,183
)
 
(846
)
Comprehensive loss attributable to Harsco Corporation
 
$
(18,163
)
 
$
(20,825
)
 
 
 
 
 
 
 
Six Months Ended
 
 
June 30
(In thousands)
 
2016
 
2015
Net income (loss)
 
$
(33,893
)
 
$
23,591

Other comprehensive income (loss):
 
 

 
 

Foreign currency translation adjustments, net of deferred income taxes of $(8,554) and $2,892 in 2016 and 2015, respectively
 
(2,773
)
 
(37,817
)
Net gain (loss) on cash flow hedging instruments, net of deferred income taxes of $415 and $(538) in 2016 and 2015, respectively
 
(2,551
)
 
5,881

Pension liability adjustments, net of deferred income taxes of $(1,034) and $(939) in 2016 and 2015, respectively
 
32,295

 
8,216

Unrealized loss on marketable securities, net of deferred income taxes of $2 and $3 in 2016 and 2015, respectively
 
(3
)
 
(4
)
Total other comprehensive income (loss)
 
26,968

 
(23,724
)
Total comprehensive loss
 
(6,925
)
 
(133
)
Less: Comprehensive income attributable to noncontrolling interests
 
(2,731
)
 
(647
)
Comprehensive loss attributable to Harsco Corporation
 
$
(9,656
)
 
$
(780
)

See accompanying notes to unaudited condensed consolidated financial statements.

5
Table of Contents

HARSCO CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
 
 
Six Months Ended
 
 
June 30
(In thousands)
 
2016
 
2015
Cash flows from operating activities:
 
 

 
 

Net income (loss)
 
$
(33,893
)
 
$
23,591

Adjustments to reconcile net income (loss) to net cash provided by operating activities:
 
 

 
 

Depreciation
 
65,736

 
73,507

Amortization
 
5,926

 
6,073

Change in fair value to the unit adjustment liability and loss on dilution of equity method investment
 
13,706

 
4,409

Deferred income tax expense (benefit)
 
(2,857
)
 
2,355

Equity in (income) loss of unconsolidated entities, net
 
(2,481
)
 
3,501

Dividends from unconsolidated entities
 
16

 
—

Contract loss provision for Harsco Rail Segment
 
40,050

 
—

Other, net
 
4,257

 
(17,473
)
Changes in assets and liabilities:
 
 

 
 

Accounts receivable
 
3,011

 
(10,698
)
Inventories
 
(23,791
)
 
(31,192
)
Accounts payable
 
(16,399
)
 
11,437

Accrued interest payable
 
(36
)
 
(163
)
Accrued compensation
 
1,237

 
(6,870
)
Advances on contracts and other customer advances
 
(1,109
)
 
8,246

Harsco 2011/2012 Restructuring Program accrual
 
—

 
(101
)
Other assets and liabilities
 
(24,791
)
 
(21,404
)
Net cash provided by operating activities
 
28,582

 
45,218

 
 
 
 
 
Cash flows from investing activities:
 
 

 
 

Purchases of property, plant and equipment
 
(32,176
)
 
(63,246
)
Proceeds from sales of assets
 
5,115

 
13,351

Purchases of businesses, net of cash acquired
 
(26
)
 
(7,757
)
Payment of unit adjustment liability
 
—

 
(11,160
)
Other investing activities, net
 
(616
)
 
(4,783
)
Net cash used by investing activities
 
(27,703
)
 
(73,595
)
 
 
 
 
 
Cash flows from financing activities:
 
 

 
 

Short-term borrowings, net
 
1,949

 
(3,046
)
Current maturities and long-term debt:
 
 

 
 

Additions
 
50,019

 
92,980

Reductions
 
(75,608
)
 
(16,152
)
Cash dividends paid on common stock
 
(4,105
)
 
(32,891
)
Dividends paid to noncontrolling interests
 
(1,702
)
 
(1,559
)
Purchase of noncontrolling interests
 
(4,731
)
 
—

Common stock acquired for treasury
 
—

 
(12,143
)
Proceeds from cross-currency interest rate swap termination
 
16,625

 
—

Other financing activities, net
 
(895
)
 
(2,192
)
Net cash provided (used) by financing activities
 
(18,448
)
 
24,997

 
 
 
 
 
Effect of exchange rate changes on cash
 
7,051

 
7,685

Net increase (decrease) in cash and cash equivalents
 
(10,518
)
 
4,305

Cash and cash equivalents at beginning of period
 
79,756

 
62,843

Cash and cash equivalents at end of period
 
$
69,238

 
$
67,148

 
See accompanying notes to unaudited condensed consolidated financial statements.

6
Table of Contents

HARSCO CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY (Unaudited)
 
 
Harsco Corporation Stockholders’ Equity
 
 
 
 
 
 
Common Stock
 
Additional Paid-in Capital
 
Retained
Earnings
 
Accumulated Other
Comprehensive
Loss
 
Noncontrolling
Interests
 
 
(In thousands, except share 
amounts)
 
Issued
 
Treasury
 
 
 
 
 
Total
Balances, January 1, 2015
 
$
140,444

 
$
(749,815
)
 
$
165,666

 
$
1,283,549

 
$
(532,256
)
 
$
44,322

 
$
351,910

Net income
 
 

 
 

 
 

 
21,839

 
 

 
1,752

 
23,591

Cash dividends declared:
 
 

 
 

 
 

 
 

 
 

 
 

 
 

Common @ $0.41 per share
 
 

 
 

 
 

 
(32,797
)
 
 

 
 

 
(32,797
)
   Noncontrolling interests
 
 
 
 
 
 
 
 
 
 
 
(1,559
)
 
(1,559
)
Total other comprehensive loss, net of deferred income taxes of $1,418
 
 
 
 
 
 
 
 
 
(22,619
)
 
(1,105
)
 
(23,724
)
Contributions from noncontrolling interests
 
 

 
 

 
 

 
 

 
 

 
2,100

 
2,100

Sale of investment in consolidated subsidiary
 
 
 
 
 
 
 
 
 
 
 
200

 
200

Vesting of restricted stock units and other stock grants, net 30,705 shares
 
58

 
(259
)
 
(97
)
 
 

 
 

 
 

 
(298
)
Treasury shares repurchased, 596,632 shares
 
 
 
(10,220
)
 
 
 
 
 
 
 
 
 
(10,220
)
Amortization of unearned portion of stock-based compensation, net of forfeitures
 
 

 
 

 
2,255

 
 

 
 

 
 

 
2,255

Balances, June 30, 2015
 
$
140,502

 
$
(760,294
)
 
$
167,824

 
$
1,272,591

 
$
(554,875
)
 
$
45,710

 
$
311,458

 
 
Harsco Corporation Stockholders’ Equity
 
 
 
 
(In thousands)
 
Common Stock
 
Additional Paid-in Capital
 
Retained
Earnings
 
Accumulated Other
Comprehensive
Loss
 
Noncontrolling
Interests
 
 
 
Issued
 
Treasury
 
 
 
 
 
Total
Balances, January 1, 2016
 
$
140,503

 
$
(760,299
)
 
$
170,699

 
$
1,236,355

 
$
(515,688
)
 
$
39,233

 
$
310,803

Net income (loss)
 
 

 
 

 
 

 
(37,042
)
 
 

 
3,149

 
(33,893
)
Cash dividends declared:
 
 

 
 

 
 

 
 

 
 

 
 

 
 

Noncontrolling interests
 
 

 
 

 
 

 
 

 
 

 
(1,702
)
 
(1,702
)
Total other comprehensive income (loss), net of deferred income taxes of $(9,171)
 
 
 
 
 
 
 
 
 
27,386

 
(418
)
 
26,968

Purchase of subsidiary shares from noncontrolling interest
 
 
 
 
 
(5,128
)
 
 
 
 
 
397

 
(4,731
)
Vesting of restricted stock units and other stock grants, net 80,598 shares
 
119

 
(92
)
 
(595
)
 
 

 
 

 
 

 
(568
)
Amortization of unearned portion of stock-based compensation, net of forfeitures
 
 

 
 

 
4,072

 
 

 
 

 
 

 
4,072

Balances, June 30, 2016
 
$
140,622

 
$
(760,391
)
 
$
169,048

 
$
1,199,313

 
$
(488,302
)
 
$
40,659

 
$
300,949

 
See accompanying notes to unaudited condensed consolidated financial statements.

7
Table of Contents

HARSCO CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

1.     Basis of Presentation
Harsco Corporation (the “Company”) has prepared these unaudited condensed consolidated financial statements based on Securities and Exchange Commission rules that permit reduced disclosure for interim periods.  In the opinion of management, all adjustments (all of which are of a normal recurring nature) that are necessary for a fair statement are reflected in the unaudited condensed consolidated financial statements.  The December 31, 2015 Condensed Consolidated Balance Sheet information contained in this Quarterly Report on Form 10-Q was derived from the 2015 audited consolidated financial statements, but does not include all disclosures required by accounting principles generally accepted in the U.S. (“U.S. GAAP”) for an annual report.  The unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements, including the notes thereto, included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2015 .
Operating results and cash flows for the three and six months ended June 30, 2016 are not indicative of the results that may be expected for the year ending December 31, 2016 .
Reclassifications
Certain reclassifications have been made to prior year amounts to conform with current year classifications.

Significant Accounting Policies - Revenue Recognition
Product revenues are recognized when they are realized or realizable and when earned. Revenue is realized or realizable and earned when all of the following criteria are met: persuasive evidence of an arrangement exists, delivery has occurred or services have been rendered, the Company's price to the buyer is fixed or determinable and collectability is reasonably assured. Product revenues include the Harsco Industrial Segment and the product revenues of the Harsco Metals & Minerals and Harsco Rail Segments.

Certain contracts within the Harsco Rail Segment, which meet specific criteria established in U.S. GAAP, are accounted for as long-term contracts. The Company recognizes revenues on two contracts from the federal railway system of Switzerland ("SBB") based on the percentage of completion (units-of-delivery) method of accounting, whereby revenues and estimated average costs of the units to be produced under the contracts are recognized as deliveries are made or accepted. Contract revenues and cost estimates are reviewed and revised, at a minimum quarterly, and adjustments are reflected in the accounting period as such amounts are determined.

Change in Estimates
Accounting for contracts using the percentage-of-completion method requires judgment relative to assessing risks, estimating contract revenues and costs (including estimating any liquidating damages or penalties related to performance) and making assumptions for schedule and technical items. Due to the number of years it may take to complete these contracts and the scope and nature of the work required to be performed on those contracts, estimating total sales and costs at completion is inherently complicated and subject to many variables and, accordingly estimates are subject to change. When adjustments in estimated total contract sales or estimated total costs are required, any changes from prior estimates are recognized in the current period for the inception-to-date effect of such changes. When estimates of total costs to be incurred on a contract, using the percentage-of-completion method, exceed estimates of total sales to be earned, a provision for the entire loss on the contract is recorded in the period in which the loss is determined.

During the second quarter of 2016, as a result of increased vendor costs, ongoing discussions with the customer, and increased estimates for commissioning, certification and testing costs, as well as expected settlements with respect to the customer, the Company has concluded it will have a loss on the contracts with SBB. The majority of the equipment deliveries and related revenue recognition under these contracts are expected in 2017 through 2020. The Company recognized an estimated loss provision related to the SBB contracts of $40.1 million at June 30, 2016 in the caption Costs of products sold in the Condensed Consolidated Statements of Operations. There was no loss provision at December 31, 2015. See Note 3, Accounts Receivable and Inventories, for additional information related to the SBB contracts.







8

2.     Recently Adopted and Recently Issued Accounting Standards
The following accounting standards have been adopted in 2016 :
On January 1, 2016, the Company adopted changes issued by the Financial Accounting Standards Board ("FASB") related to reporting extraordinary and unusual items. The changes simplified income statement presentation by eliminating the concept of extraordinary items. The changes became effective for the Company on January 1, 2016. The adoption of these changes did not have an impact on the Company's condensed consolidated financial statements.
On January 1, 2016, the Company adopted changes issued by the FASB related to consolidation. The changes updated consolidation analysis and affected reporting entities that are required to evaluate whether they should consolidate certain legal entities. The changes became effective for the Company on January 1, 2016. The adoption of these changes did not have a material impact on the Company's condensed consolidated financial statements.
On January 1, 2016, the Company adopted changes issued by the FASB related to simplifying the presentation of debt issuance costs. The changes required that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct reduction from the carrying amount of that debt liability. In August 2015, the FASB added guidance about the presentation and subsequent measurement of debt issuance costs associated with line-of-credit arrangements. The changes became effective for the Company on January 1, 2016. The adoption of these changes resulted in the reclassification of approximately $10 million in deferred financing costs from Other assets to Long-term debt on the Company's Condensed Consolidated Balance Sheets for all periods presented.
On January 1, 2016, the Company adopted changes issued by the FASB related to the determination of whether a cloud computing arrangement includes a software license. If a cloud computing arrangement is determined to include a software license, then the customer accounts for the software license element consistent with the acquisition of other software licenses. If the arrangement is determined not to contain a software license, the customer should account for the arrangement as a service contract. The changes became effective for the Company on January 1, 2016. The adoption of these changes did not have a material impact on the Company's condensed consolidated financial statements.
On January 1, 2016, the Company adopted changes issued by the FASB simplifying the accounting for measurement period adjustments for business combinations. The changes resulted in an acquirer no longer being required to retrospectively reflect adjustments to provisional amounts during the measurement period as if they were recognized as of the acquisition date. Instead the acquirer would record the effect of the change to the provisional amounts during the measurement period in which the adjustment is identified. The changes also required additional disclosure related to such measurement period adjustments. The changes became effective for the Company on January 1, 2016. The adoption of these changes did not have an impact on the Company's condensed consolidated financial statements; however in the future will have an effect on how the Company reports adjustments to provisional amounts during the measurement period.
The following accounting standards have been issued and become effective for the Company at a future date:
In May 2014, the FASB issued changes related to the recognition of revenue from contracts with customers. The changes clarify the principles for recognizing revenue and develop a common revenue standard. The core principle of the changes is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The changes also require additional disclosures related to revenue recognition. In July 2015, the FASB deferred the effective date of these changes by one year, but will permit entities to adopt one year earlier. During 2016, the FASB clarified the implementation guidance for principal versus agent considerations, identifying performance obligations, accounting for intellectual property licenses, collectability, non-cash consideration and the presentation of sales and other similar taxes, as well as introduced practical expedients related to disclosures of remaining performance obligations. These changes become effective for the Company on January 1, 2018. Management is currently evaluating these changes.
In August 2014, the FASB issued changes related to management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern and to provide related footnote disclosures. The changes become effective for the Company for the annual period ending December 31, 2016 and interim periods thereafter. Management has evaluated these changes and does not expect these changes will have a material impact on the Company's condensed consolidated financial statements.



9

In July 2015, the FASB issued changes related to the simplification of the measurement of inventory. The changes require entities to measure most inventory at the lower of cost and net realizable value, thereby simplifying the current guidance under which an entity must measure inventory at the lower of cost or market. The changes do not apply to inventories that are measured using either the last-in, first-out method or the retail inventory method. The changes become effective for the Company on January 1, 2017. Management has determined that these changes will not have a material impact on the Company's condensed consolidated financial statements.
In November 2015, the FASB issued changes that require deferred tax assets and liabilities to be classified as noncurrent in a classified statement of financial position. The changes apply to all entities that present a classified statement of financial position. The current requirement that deferred tax assets and liabilities of a tax-paying component of an entity be offset and presented as a single amount is not affected. The changes become effective for the Company on January 1, 2017. Had these changes been adopted, the Company's working capital would have decreased by approximately $34 million and $38 million at June 30, 2016 and December 31, 2015, respectively.
In February 2016, the FASB issued changes in accounting for leases. The changes introduce a lessee model that brings most leases on the balance sheet. The changes also align many of the underlying principles of the new lessor model with those in the FASB’s new revenue recognition standard. Furthermore, the changes address other concerns related to the current leases model such as eliminating the requirement in current guidance for an entity to use bright-line tests in determining lease classification. The changes also require lessors to increase the transparency of their exposure to changes in value of their residual assets and how they manage that exposure. The changes become effective for the Company on January 1, 2019. The Company is currently evaluating the impact of these changes on its condensed consolidated financial statements.

In March 2016, the FASB issued changes related to the simplification of several aspects of the accounting for employee share-based payment transactions, including the accounting for income taxes, forfeitures, and statutory tax withholding requirements, as well as classification in the statement of cash flows. The changes become effective for the Company on January 1, 2017. The Company is currently evaluating the impact of these changes on its condensed consolidated financial statements.


3.    Accounts Receivable and Inventories
Accounts receivable consist of the following:
(In thousands)
 
June 30
2016
 
December 31
2015
Trade accounts receivable
 
$
278,424

 
$
280,526

Less: Allowance for doubtful accounts
 
(13,183
)
 
(25,649
)
Trade accounts receivable, net
 
$
265,241

 
$
254,877

 
 
 
 
 
Other receivables (a)
 
$
16,875

 
$
30,395

(a) Other receivables include insurance claim receivables, employee receivables, tax claim receivables, receivables from affiliates and other miscellaneous receivables not included in Trade accounts receivable, net. 
The decrease in Allowance for doubtful accounts in 2016 is due to the write-off of previously reserved accounts receivable balances.
The provision for doubtful accounts related to trade accounts receivable was as follows:
 
 
Three Months Ended
 
Six Months Ended
 
 
June 30
 
June 30
(In thousands)
 
2016
 
2015
 
2016
 
2015
Provision for doubtful accounts related to trade accounts receivable
 
$
323

 
$
414

 
$
177

 
$
610







10

Inventories consist of the following:
(In thousands)
 
June 30
2016
 
December 31
2015
Finished goods
 
$
38,207

 
$
32,586

Work-in-process
 
29,349

 
30,959

Contracts-in-process
 
44,335

 
55,786

Raw materials and purchased parts
 
69,975

 
70,755

Stores and supplies
 
26,377

 
26,881

Inventories
 
$
208,243

 
$
216,967


Contracts-in-process consist of the following:
(In thousands)
 
June 30
2016
 
December 31
2015
Contract costs accumulated to date
 
78,922

 
55,786

Estimated loss provisions for contracts-in-process (a)
 
(34,587
)
 
—

Contracts-in-process
 
44,335

 
55,786

(a)
To the extent that the estimated loss provision exceeds accumulated contract costs it is included in the caption Other current liabilities on the Condensed Consolidated Balance Sheets. At June 30, 2016 this amount totaled $5.5 million .

At June 30, 2016 and December 31, 2015, the Company has $84.7 million and $82.7 million , of customer advances related to contracts-in-process. These amounts are included in the caption Advances on contracts and other customer advances on the Condensed Consolidated Balance Sheets.


4. Equity Method Investments

In November 2013, the Company sold the Company's Harsco Infrastructure Segment into a strategic venture with Clayton, Dubilier & Rice ("CD&R") as part of a transaction that combined the Harsco Infrastructure Segment with Brand Energy & Infrastructure Services, Inc., which CD&R simultaneously acquired (the "Infrastructure Transaction"). As a result of the Infrastructure Transaction, the Company retained an equity interest in Brand Energy & Infrastructure Service, Inc. and Subsidiaries ("Brand" or the "Infrastructure strategic venture") which is accounted for as an equity method investment in accordance with U.S. GAAP. The Company's equity interest in Brand at June 30, 2016 and December 31, 2015 was approximately 26% and approximately 29% , respectively.

As part of the Infrastructure Transaction, the Company is required to make a quarterly payment to the Company's partner in the Infrastructure strategic venture, either (at the Company's election) (i) in cash, with total payments to equal approximately $22 million per year on a pre-tax basis (approximately $15 million per year after-tax), or (ii) in kind, through the transfer of approximately 3% of the Company's ownership interest in the Infrastructure strategic venture on an annual basis (the "unit adjustment liability"). The Company will recognize the change in fair value to the unit adjustment liability each period until the Company is no longer required to make these payments or chooses not to make these payments. The change in fair value to the unit adjustment liability is a non-cash expense.

In March 2016, the Company elected not to make the quarterly cash payments to the Company's partner in the Infrastructure strategic venture for the remainder of 2016. Instead, the Company will transfer approximately 3% of its ownership interest in satisfaction of the Company's 2016 obligation related to the unit adjustment liability. As a result of not making the quarterly cash payments for 2016, the Company's ownership interest in the Infrastructure strategic venture decreased by approximately 3% and the value of the unit adjustment liability was updated to reflect this change. Accordingly, the book value of the Company's equity method investment in Brand decreased by $29.4 million and the unit adjustment liability decreased by
$19.1 million . The resulting net loss of $10.3 million was recognized in the Condensed Consolidated Statement of Operations caption Change in fair value to the unit adjustment liability and loss on dilution of equity method investment. This net loss is non-cash expense.








11

For the three and six months ended June 30, 2016 , the Company recognized $1.5 million and $3.4 million , respectively, of change in fair value to the unit adjustment liability, exclusive of the fair value adjustment resulting from the decision not to make the quarterly payments in 2016, in the Condensed Consolidated Statement of Operations caption Change in fair value to the unit adjustment liability and loss on dilution of equity method investment. This compared to $2.2 million and $4.4 million for the three and six months ended June 30, 2015, respectively. The Condensed Consolidated Balance Sheets as of
June 30, 2016 and December 31, 2015 include balances related to the unit adjustment liability of $64.2 million and
$79.9 million , respectively, in the current and non-current captions, Unit adjustment liability. A reconciliation of beginning and ending balances related to the unit adjustment liability is included in Note 11, Derivative Instruments, Hedging Activities and Fair Value.

The Company will continue to evaluate whether to make payments in cash or in kind in 2017 and beyond based upon performance of the Infrastructure strategic venture and the Company's liquidity and capital resources. Should the Company decide not to make additional cash payments in 2017 and beyond, the value of both the equity method investment in Brand and the related unit adjustment liability may be further impacted, and the change may be reflected in earnings in that period.

The book value of the Company's equity method investment in Brand at June 30, 2016 and December 31, 2015 was
$233.9 million and $250.1 million , respectively. The Company's proportionate share of Brand's net income or loss is recorded one quarter in arrears.

Brand's results of operations are summarized as follows:
 
 
 
 
 
Three Months Ended
 
Six Months Ended
 
 
June 30
 
June 30
(In thousands)
 
2016
 
2015
 
2016
 
2015
Net revenues
 
$
750,394

 
$
677,527

 
$
1,551,146

 
$
1,481,726

Gross profit
 
148,972

 
134,705

 
329,549

 
331,946

Net income (loss) attributable to Brand Energy & Infrastructure Services, Inc. and Subsidiaries
 
(2,682
)
 
(26,418
)
 
8,378

 
(12,201
)
 
 
 
 
 
 
 
 
 
Harsco's equity in income (loss) of Brand
 
(694
)
 
(7,584
)
 
2,481

 
(3,501
)

Balances related to transactions between the Company and Brand are as follows:
(In thousands)
 
June 30
2016
 
December 31
2015
Balances due from Brand
 
$
1,101

 
$
1,557

Balances due to Brand
 
21,853

 
21,407


The remaining balances between the Company and Brand, at June 30, 2016 , relate primarily to transition services and the funding of certain transferred defined benefit pension plan obligations through 2018. There is not expected to be any significant level of revenue or expense between the Company and Brand on an ongoing basis.


5.     Property, Plant and Equipment
Property, plant and equipment consists of the following:
(In thousands)
 
June 30
2016
 
December 31
2015
Land
 
$
11,006

 
$
10,932

Land improvements
 
15,216

 
15,277

Buildings and improvements
 
189,376

 
191,356

Machinery and equipment
 
1,649,620

 
1,661,914

Construction in progress
 
25,877

 
36,990

Gross property, plant and equipment
 
1,891,095

 
1,916,469

Less: Accumulated depreciation
 
(1,359,803
)
 
(1,352,434
)
Property, plant and equipment, net
 
$
531,292

 
$
564,035




12

6.     Goodwill and Other Intangible Assets
The following table reflects the changes in carrying amounts of goodwill by segment for the six months ended June 30, 2016 :
(In thousands)
 
Harsco Metals  & Minerals Segment
 
Harsco Industrial Segment
 
Harsco Rail
Segment
 
Consolidated
Totals
Balance at December 31, 2015
 
$
380,761

 
$
6,806

 
$
12,800

 
$
400,367

Changes to goodwill
 
—

 
33

 
226

 
259

Foreign currency translation
 
(6,203
)
 
—

 
—

 
(6,203
)
Balance at June 30, 2016
 
$
374,558

 
$
6,839

 
$
13,026

 
$
394,423

The Company’s 2015 annual goodwill impairment testing did not result in any impairment of the Company’s goodwill. The fair value of the Harsco Metals & Minerals Segment exceeded the carrying value by approximately 15%.  The Company tests for goodwill impairment annually or more frequently if indicators of impairment exist, or if a decision is made to dispose of a business.  The Company performs the annual goodwill impairment test as of October 1 and monitors for triggering events on an ongoing basis.  The Company determined that, as of June 30, 2016 , no interim goodwill impairment testing was necessary.  There can be no assurance that the Company’s annual goodwill impairment testing will not result in a charge to earnings. Should the Company’s analysis indicate further degradation in the overall markets served by the Harsco Metals & Minerals Segment, impairment losses for associated assets could be required. Any impairment could result in the write-down of the carrying value of goodwill to its implied fair value.
Intangible assets included in the captions, Other current assets and Intangible assets, net, on the Condensed Consolidated Balance Sheets consist of the following:
 
 
June 30, 2016
 
December 31, 2015
(In thousands)
 
Gross Carrying
Amount
 
Accumulated
Amortization
 
Gross Carrying
Amount
 
Accumulated
Amortization
Customer related
 
$
150,916

 
$
112,933

 
$
153,287

 
$
111,227

Non-compete agreements
 
1,095

 
1,095

 
1,092

 
1,092

Patents
 
5,827

 
5,519

 
5,882

 
5,495

Technology related
 
25,892

 
24,727

 
25,559

 
23,089

Trade names
 
8,310

 
4,379

 
8,303

 
4,194

Other
 
8,690

 
4,999

 
8,701

 
4,669

Total
 
$
200,730

 
$
153,652

 
$
202,824

 
$
149,766


Amortization expense for intangible assets was as follows:
 
 
Three Months Ended
 
Six Months Ended
 
 
June 30
 
June 30
(In thousands)
 
2016
 
2015
 
2016
 
2015
Amortization expense for intangible assets
 
$
2,050

 
$
2,179

 
$
4,155

 
$
4,316


The estimated amortization expense for the next five fiscal years based on current intangible assets is as follows:
(In thousands)
 
2016
 
2017
 
2018
 
2019
 
2020
Estimated amortization expense (a)
 
$
8,000

 
$
5,500

 
$
5,250

 
$
4,750

 
$
4,500

(a) These estimated amortization expense amounts do not reflect the potential effect of future foreign currency exchange fluctuations.















13

7.  Employee Benefit Plans
 
 
Three Months Ended
 
 
June 30
Defined Benefit Pension Plans Net Periodic Pension Cost
 
U.S. Plans
 
International Plans
(In thousands)
 
2016
 
2015
 
2016
 
2015
Service cost
 
$
946

 
$
722

 
$
405

 
$
453

Interest cost
 
2,545

 
3,089

 
6,984

 
9,140

Expected return on plan assets
 
(3,601
)
 
(4,203
)
 
(11,219
)
 
(12,611
)
Recognized prior service costs
 
15

 
20

 
45

 
48

Recognized loss
 
1,372

 
1,230

 
3,142

 
4,223

Defined benefit pension plans net periodic pension cost (income)
 
$
1,277

 
$
858

 
$
(643
)
 
$
1,253

 
 
Six Months Ended
 
 
June 30
Defined Benefit Pension Plans Net Periodic Pension Cost
 
U.S. Plans
 
International Plans
(In thousands)
 
2016
 
2015
 
2016
 
2015
Service costs
 
$
1,892

 
$
1,444

 
$
809

 
$
892

Interest cost
 
5,090

 
6,179

 
14,107

 
18,329

Expected return on plan assets
 
(7,202
)
 
(8,406
)
 
(22,682
)
 
(25,285
)
Recognized prior service costs
 
31

 
40

 
89

 
97

Recognized loss
 
2,744

 
2,459

 
6,360

 
8,457

Defined benefit pension plans net periodic pension cost (income)
 
$
2,555

 
$
1,716

 
$
(1,317
)
 
$
2,490


The Company has changed the method utilized to estimate the 2016 service cost and interest cost components of net periodic pension cost ("NPPC") for defined benefit pension plans. The more precise application of discount rates for measuring both service costs and interest costs employs yield curve spot rates on a year-by-year expected cash flow basis, using the same yield curves that the Company has previously used. This change in method represented a change in accounting estimate and has been accounted for in the period of change. This change in method decreased the Company's NPPC by approximately
$2 million and approximately $4 million for the three and six months ended June 30, 2016 , respectively, compared to what NPPC would have been under the prior method.
 
 
 
 
 
 
 
 
 
 
 
Three Months Ended
 
Six Months Ended
Company Contributions
 
June 30
 
June 30
(In thousands)
 
2016
 
2015
 
2016
 
2015
Defined benefit pension plans (U.S.)
 
$
470

 
$
592

 
$
940

 
$
1,274

Defined benefit pension plans (International)
 
3,254

 
4,165

 
13,052

 
20,231

Multiemployer pension plans
 
505

 
741

 
1,026

 
1,306

Defined contribution pension plans
 
2,476

 
2,817

 
5,302

 
6,265

The Company's estimate of expected contributions to be paid during the remainder of 2016 for the U.S. and international defined benefit plans are $1.1 million and $5.3 million , respectively.

8.     Income Taxes  

The income tax expense related to continuing operations for the three and six months ended June 30, 2016 was $12.0 million and $9.8 million , respectively, compared with $7.1 million and $20.0 million for the three and six months ended June 30, 2015 , respectively.

An income tax benefit from an uncertain tax position may be recognized when it is more likely than not that the position will be sustained upon examination, based on technical merits, including resolutions of any related appeals or litigation processes. The unrecognized income tax benefit at June 30, 2016 was $6.7 million , including interest and penalties.  Within the next twelve months, it is reasonably possible that no unrecognized income tax benefits will be recognized upon settlement of tax examinations and the expiration of various statutes of limitations.



14

9.   Commitments and Contingencies

Environmental        
The Company is involved in a number of environmental remediation investigations and cleanups and, along with other companies, has been identified as a “potentially responsible party” for certain waste disposal sites.  While each of these matters is subject to various uncertainties, it is probable that the Company will agree to make payments toward funding certain of these activities and it is possible that some of these matters will be decided unfavorably to the Company.  The Company has evaluated its potential liability, and its financial exposure is dependent upon such factors as the continuing evolution of environmental laws and regulatory requirements, the availability and application of technology, the allocation of cost among potentially responsible parties, the years of remedial activity required and the remediation methods selected.  The Company did not have any material accruals or record any material expenses related to environmental matters during the periods presented.

The Company evaluates its liability for future environmental remediation costs on a quarterly basis. Although actual costs to be incurred at identified sites in future periods may vary from the estimates (given inherent uncertainties in evaluating environmental exposures), the Company does not expect that any costs that are reasonably possible to be incurred by the Company in connection with environmental matters in excess of the amounts accrued would have a material adverse effect on the Company's financial condition, results of operations or cash flows.

Brazilian Tax Disputes
The Company is involved in a number of tax disputes with federal, state and municipal tax authorities in Brazil. These disputes are at various stages of the legal process, including the administrative review phase and the collection action phase, and include assessments of fixed amounts of principal and penalties, plus interest charges that increase at statutorily determined amounts per month and are assessed on the aggregate amount of the principal and penalties. In addition, the losing party at the collection action or court of appeals phase could be subject to a charge to cover statutorily mandated legal fees, which are generally calculated as a percentage of the total assessed amounts due, inclusive of penalty and interest. A large number of the claims relate to value-added ("ICMS") services and social security ("INSS") tax disputes. The largest proportion of the assessed amounts relate to ICMS claims filed by the State Revenue Authorities from the State of São Paulo, Brazil (the "SPRA"), encompassing the period from January 2002 to May 2005.
In October 2009, the Company received notification of the SPRA’s final administrative decision regarding the levying of ICMS in the State of São Paulo in relation to services provided to a customer in the State between January 2004 and May 2005.  As of June 30, 2016 , the principal amount of the tax assessment from the SPRA with regard to this case is approximately $2 million , with penalty, interest and fees assessed to date increasing such amount by an additional $23 million .  Any change in the aggregate amount since the Company’s last Annual Report on Form 10-K for the year ended December 31, 2015 is due to an increase in assessed interest and statutorily mandated legal fees for the period as well as foreign currency translation.
Another ICMS tax case involving the SPRA refers to the tax period from January 2002 to December 2003, and is still pending at the administrative phase. The aggregate amount assessed by the tax authorities in August 2005 was $7.8 million (the amounts with regard to this claim are valued as of the date of the assessment since it has not yet reached the collection phase), composed of a principal amount of $1.9 million , with penalty and interest assessed through that date increasing such amount by an additional $6.0 million .  All such amounts include the effect of foreign currency translation.
The Company continues to believe it is not probable that it will incur a loss for these assessments by the SPRA. The Company also continues to believe that sufficient coverage for these claims exists as a result of the Company’s customer’s indemnification obligations and such customer’s pledge of assets in connection with the October 2009 notice, as required by Brazilian procedure.
The Company intends to continue its practice of vigorously defending itself against these tax claims under various alternatives, including judicial appeal. The Company will continue to evaluate its potential liability with regard to these claims on a quarterly basis; however, it is not possible to predict the ultimate outcome of these tax-related disputes in Brazil. No loss provision has been recorded in the Company's condensed consolidated financial statements for the disputes described above because the loss contingency is not deemed probable, and the Company does not expect that any costs that are reasonably possible to be incurred by the Company in connection with Brazilian tax disputes would have a material adverse effect on the Company's financial condition, results of operations or cash flows.
Brazilian Labor Disputes
The Company is subject to collective bargaining and individual labor claims in Brazil through the Harsco Metals & Minerals Segment which allege, among other things, the Company's failure to pay required amounts for overtime and vacation at certain sites. The Company is vigorously defending itself against these claims; however, litigation is inherently unpredictable, particularly in foreign jurisdictions. While the Company does not currently expect that the ultimate resolution of these claims

15

will have a material adverse effect on the Company’s financial condition, results of operations or cash flows, it is not possible to predict the ultimate outcome of these labor-related disputes.

The Company is continuing to review all known labor claims and as of June 30, 2016 and December 31, 2015 , the Company has established reserves of $8.7 million and $6.9 million , respectively, on the Company's Condensed Consolidated Balance Sheets for amounts considered to be probable and estimable. As the Company continues to evaluate these claims and takes actions to address them, the amount of established reserves may be impacted.

Customer Disputes
The Company, through its Harsco Metals & Minerals Segment, may, in the normal course of business, become involved in commercial disputes with subcontractors or customers.

During the first quarter of 2015, a rail grinder manufactured by the Company's Harsco Rail Segment and operated by a subcontractor caught fire, causing a customer to incur monetary damages.  There is a legal action pending to determine the cause of the incident.  Depending on the cause of the fire and the extent of insurance coverage, the Company's results of operations and cash flows may be impacted in future periods.

Although results of operations and cash flows for a given period could be adversely affected by a negative outcome in these or other lawsuits, claims or proceedings, management believes that the ultimate outcome of these matters will not have a material adverse effect on the Company's financial condition, results of operations or cash flows.

Lima Refinery Litigation
On April 8, 2016, Lima Refining Company filed a lawsuit against the Company in the District Court of Harris County, Texas related to a January 2015 explosion at an oil refinery operated by Lima Refining Company. The action seeks approximately $95 million in property damages and $250 million in lost profits and business interruption damages. The action alleges the explosion occurred because of a defect in a heat exchange cooler manufactured by Hammco Corporation ("Hammco") in 2009, prior to the Company’s acquisition of Hammco in 2014. The Company plans to vigorously contest the allegations against it both as to liability for the accident and the amount of the claimed damages. As a result, the Company believes the situation does not result in a probable loss. The Company has both an indemnity right from the sellers of Hammco and liability insurance coverage under various primary and excess policies that the Company believes will be available, if necessary, to cover substantially all of any such liability that might ultimately be incurred in the above action.

Other
The Company is named as one of many defendants (approximately 90 or more in most cases) in legal actions in the U.S. alleging personal injury from exposure to airborne asbestos over the past several decades.  In their suits, the plaintiffs have named as defendants, among others, many manufacturers, distributors and installers of numerous types of equipment or products that allegedly contained asbestos.

The Company believes that the claims against it are without merit. The Company has never been a producer, manufacturer or processor of asbestos fibers. Any asbestos-containing part of a Company product used in the past was purchased from a supplier and the asbestos encapsulated in other materials such that airborne exposure, if it occurred, was not harmful and is not associated with the types of injuries alleged in the pending actions.
At June 30, 2016 , there were 17,096 pending asbestos personal injury actions filed against the Company.  Of those actions, 16,767 were filed in the New York Supreme Court (New York County), 125 were filed in other New York State Supreme Court Counties and 204 were filed in courts located in other states.
The complaints in most of those actions generally follow a form that contains a standard damages demand of $20 million or $25 million , regardless of the individual plaintiff’s alleged medical condition, and without identifying any specific Company product.
At June 30, 2016 , 16,752 of the actions filed in New York Supreme Court (New York County) were on the Deferred/Inactive Docket created by the court in December 2002 for all pending and future asbestos actions filed by persons who cannot demonstrate that they have a malignant condition or discernible physical impairment. The remaining 15 cases in New York County are pending on the Active or In Extremis Docket created for plaintiffs who can demonstrate a malignant condition or physical impairment.


16

The Company has liability insurance coverage under various primary and excess policies that the Company believes will be available, if necessary, to substantially cover any liability that might ultimately be incurred in the asbestos actions referred to above. The Company believes that a substantial portion of the costs and expenses of the asbestos actions will be paid by the Company’s insurers.
In view of the persistence of asbestos litigation in the U.S., the Company expects to continue to receive additional claims in the future. The Company intends to continue its practice of vigorously defending these claims and cases. At June 30, 2016 , the Company has obtained dismissal in 27,864 cases by stipulation or summary judgment prior to trial.
It is not possible to predict the ultimate outcome of asbestos-related actions in the U.S. due to the unpredictable nature of this litigation, and no loss provision has been recorded in the Company's condensed consolidated financial statements because a loss contingency is not deemed probable or estimable. Despite this uncertainty, and although results of operations and cash flows for a given period could be adversely affected by asbestos-related actions, the Company does not expect that any costs that are reasonably possible to be incurred by the Company in connection with asbestos litigation would have a material adverse effect on the Company's financial condition, results of operations or cash flows.
The Company is subject to various other claims and legal proceedings covering a wide range of matters that arose in the ordinary course of business. In the opinion of management, all such matters are adequately covered by insurance or by established reserves, and, if not so covered, are without merit or are of such kind, or involve such amounts, as would not have a material adverse effect on the financial condition, results of operations or cash flows of the Company.
Insurance liabilities are recorded when it is probable that a liability has been incurred for a particular event and the amount of loss associated with the event can be reasonably estimated. Insurance reserves have been estimated based primarily upon actuarial calculations and reflect the undiscounted estimated liabilities for ultimate losses, including claims incurred but not reported. Inherent in these estimates are assumptions that are based on the Company's history of claims and losses, a detailed analysis of existing claims with respect to potential value, and current legal and legislative trends. If actual claims differ from those projected by management, changes (either increases or decreases) to insurance reserves may be required and would be recorded through income in the period the change was determined. When a recognized liability is covered by third-party insurance, the Company records an insurance claim receivable to reflect the covered liability. Insurance claim receivables are included in Other receivables on the Company's Condensed Consolidated Balance Sheets. See Note 1, Summary of Significant Accounting Policies, to the Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2015 for additional information on Accrued insurance and loss reserves.

10.  Reconciliation of Basic and Diluted Shares
 
 
Three Months Ended
 
Six Months Ended
 
 
June 30
 
June 30
(In thousands, except per share amounts)
 
2016
 
2015
 
2016
 
2015
Income (loss) from continuing operations attributable to Harsco Corporation common stockholders
 
$
(27,994
)
 
$
6,302

 
$
(38,544
)
 
$
21,973

 
 
 
 
 
 
 
 
 
Weighted-average shares outstanding - basic
 
80,337

 
80,221

 
80,288

 
80,230

Dilutive effect of stock-based compensation
 
—

 
197

 
—

 
155

Weighted-average shares outstanding - diluted
 
$
80,337

 
$
80,418

 
$
80,288

 
$
80,385

 
 
 
 
 
 
 
 
 
Earnings (loss) from continuing operations per common share, attributable to Harsco Corporation common stockholders:
Basic
 
$
(0.35
)
 
$
0.08

 
$
(0.48
)
 
$
0.27

 
 
 
 
 
 
 
 
 
Diluted
 
$
(0.35
)
 
$
0.08

 
$
(0.48
)
 
$
0.27


The following average outstanding stock-based compensation units were not included in the computation of diluted earnings (loss) per share because the effect was antidilutive:
 
 
Three Months Ended
 
Six Months Ended
 
 
June 30
 
June 30
(In thousands)
 
2016
 
2015
 
2016
 
2015
Restricted stock units
 
957

 
—

 
694

 
—

Stock options
 
90

 
100

 
90

 
107

Stock appreciation rights
 
1,641

 
1,334

 
1,364

 
1,100

Performance share units
 
835

 
350

 
572

 
236



17

11.   Derivative Instruments, Hedging Activities and Fair Value

Derivative Instruments and Hedging Activities
The Company uses derivative instruments, including foreign currency exchange forward contracts and cross-currency interest rate swaps ("CCIRs"), to manage certain foreign currency and interest rate exposures.  Derivative instruments are viewed as risk management tools by the Company and are not used for trading or speculative purposes.
All derivative instruments are recorded on the Condensed Consolidated Balance Sheets at fair value.  Changes in the fair value of derivatives used to hedge foreign currency denominated balance sheet items are reported directly in earnings, along with offsetting transaction gains and losses on the items being hedged.  Derivatives used to hedge forecasted cash flows associated with foreign currency commitments or forecasted commodity purchases may be accounted for as cash flow hedges, as deemed appropriate, if the criteria for hedge accounting are met.  Gains and losses on derivatives designated as cash flow hedges are deferred as a separate component of equity and reclassified to earnings in a manner that matches the timing of the earnings impact of the hedged transactions.  Generally, at June 30, 2016 , deferred gains and losses related to asset purchases are reclassified to earnings over 10 to 15 years from the balance sheet date and those related to revenue are deferred until the revenue is recognized.  The ineffective portion of all hedges, if any, is recognized currently in earnings.
The fair value of outstanding derivative contracts recorded as assets and liabilities on the Condensed Consolidated Balance Sheets were as follows:
 
 
Asset Derivatives
 
Liability Derivatives
(In thousands)
 
Balance Sheet Location
 
Fair Value
 
Balance Sheet Location
 
Fair Value
June 30, 2016
 
 
 
 
 
 
 
 
Derivatives designated as hedging instruments:
Foreign currency exchange forward contracts
 
Other current assets
 
$
92

 
Other current liabilities
 
$
31

Cross-currency interest rate swaps
 
Other assets
 
825

 

 
—

Total derivatives designated as hedging instruments
 
 
 
$
917

 
 
 
$
31

 
 
 
 
 
 
 
 
 
Derivatives not designated as hedging instruments :
Foreign currency exchange forward contracts
 
Other current assets
 
$
8,982

 
Other current liabilities
 
$
4,108

 
 
Asset Derivatives
 
Liability Derivatives
(In thousands)
 
Balance Sheet Location
 
Fair Value
 
Balance Sheet Location
 
Fair Value
December 31, 2015
 
 
 
 
 
 
 
 
Derivatives designated as hedging instruments:
Foreign currency exchange forward contracts
 
Other current assets
 
$
1,640

 

 
$
—

Cross-currency interest rate swaps
 
Other assets
 
15,417

 

 
—

Total derivatives designated as hedging instruments
 
 
 
$
17,057

 
 
 
$
—

 
 
 
 
 
 
 
 
 
Derivatives not designated as hedging instruments :
Foreign currency exchange forward contracts
 
Other current assets
 
$
4,188

 
Other current liabilities
 
$
1,738


All of the Company's derivatives are recorded in the Condensed Consolidated Balance Sheets at gross amounts and not offset. All of the Company's CCIRs and certain foreign currency exchange forward contracts are transacted under International Swaps and Derivatives Association ("ISDA") documentation. Each ISDA master agreement permits the net settlement of amounts owed in the event of default. The Company's derivative assets and liabilities subject to enforceable master netting arrangements did not result in a net asset or net liability at either June 30, 2016 or December 31, 2015 .







18

The effect of derivative instruments on the Condensed Consolidated Statements of Operations and the Condensed Consolidated Statements of Comprehensive Loss was as follows:
Derivatives Designated as Hedging Instruments (a)
(In thousands)
 
Amount of  Gain (Loss) Recognized in Other
Comprehensive
Income  (“OCI”)  on Derivative -
Effective  Portion
 
Location of Gain
Reclassified
from Accumulated
OCI into Income -
Effective Portion
 
Amount of
Gain
Reclassified  from
Accumulated OCI into  Income -
Effective  Portion
 
Location of Loss  Recognized  in Income on  Derivative - Ineffective Portion
and Amount
Excluded from
Effectiveness Testing
 
Amount of  Loss  Recognized  in Income  on Derivative - Ineffective  Portion and  Amount
Excluded from
Effectiveness  Testing
 
Three Months Ended June 30, 2016:
Foreign currency exchange forward contracts
 
$
(305
)
 
Cost of services and products sold
 
$
1

 
 
 
$
—

 
Cross-currency interest rate swaps
 
407

 
 
 
—

 
Cost of services and products sold
 
(42
)
(b)
 
 
$
102

 
 
 
$
1

 
 
 
$
(42
)
 
 
 
 
 
 
 
 
 
 
 
 
 
Three Months Ended June 30, 2015:
Foreign currency exchange forward contracts
 
$
519

 
Cost of services and products sold
 
$
1

 

 
$
—

 
Cross-currency interest rate swaps
 
(2,536
)
 
 
 
—

 
Cost of services and products sold
 
(19,090
)
(b)
 
 
$
(2,017
)
 
 
 
$
1

 
 
 
$
(19,090
)
 
(In thousands)
 
Amount of  Gain (Loss)Recognized in  OCI  on Derivative -
Effective  Portion
 
Location of Gain
Reclassified
from Accumulated
OCI into Income -
Effective Portion
 
Amount of
Gain
Reclassified  from
Accumulated  OCI into  Income -
Effective  Portion
 
Location of Gain Recognized  in Income on  Derivative - Ineffective Portion
and Amount
Excluded from
Effectiveness Testing
 
Amount of  Gain   Recognized  in Income  on Derivative - Ineffective  Portion and  Amount
Excluded from
Effectiveness  Testing
 
Six Months Ended June 30, 2016:
Foreign currency forward exchange contracts
 
$
(630
)
 
Product revenues / Cost of services and products sold
 
$
409

 
 
 
$
—

 
Cross currency interest rate swaps
 
(2,084
)
 
 
 
—

 
Cost of services and products sold
 
4,219

(b)
 
 
$
(2,714
)
 
 
 
$
409

 
 
 
$
4,219

 
 
 
 
 
 
 
 
 
 
 
 
 
Six Months Ended June 30, 2015:
Foreign currency forward exchange contracts
 
$
1,600

 
Cost of services and products sold
 
$
2

 

 
$
—

 
Cross currency interest rate swaps
 
6,085

 
 
 
—

 
Cost of services and products sold
 
11,652

(b)
 
 
$
7,685

 
 
 
$
2

 
 
 
$
11,652

 
(a) Reflects only the activity of the Company and excludes derivative designated as hedging instruments held by the Company's equity method investments.
(b)  These gains offset foreign currency fluctuation effects on the debt principal.

Derivatives Not Designated as Hedging Instruments
 
 
Location of Gain
(Loss) Recognized in
Income on Derivative
 
Amount of Gain (Loss) Recognized in
Income on Derivative for the
Three Months Ended June 30 (c)
(In thousands)
 
 
2016
 
2015
Foreign currency exchange forward contracts
 
Cost of services and products sold
 
$
8,583

 
$
(11,989
)

19

 
 
Location of Gain
(Loss) Recognized in
Income on Derivative
 
Amount of Gain (Loss) Recognized in
Income on Derivative for the
Six Months Ended June 30 (c)
(In thousands)
 
 
2016
 
2015
Foreign currency forward exchange contracts
 
Cost of services and products sold
 
$
1,739

 
$
(7,234
)
(c)  These gains (losses) offset amounts recognized in cost of services and products sold principally as a result of intercompany or third party foreign currency exposures.

Foreign Currency Exchange Forward Contracts
The Company conducts business in multiple currencies and, accordingly, is subject to the inherent risks associated with foreign exchange rate movements.  The financial position and results of operations of substantially all of the Company’s foreign subsidiaries are measured using the local currency as the functional currency.  Foreign currency-denominated assets and liabilities are translated into U.S. dollars at the exchange rates existing at the respective balance sheet dates, and income and expense items are translated at the average exchange rates during the respective periods.  The aggregate effects of translating the balance sheets of these subsidiaries are deferred and recorded in Accumulated other comprehensive loss, which is a separate component of equity.
The Company uses derivative instruments to hedge cash flows related to foreign currency fluctuations.  Foreign currency exchange forward contracts outstanding are part of a worldwide program to minimize foreign currency exchange operating income and balance sheet exposure by offsetting foreign currency exposures of certain future payments between the Company and various subsidiaries, suppliers or customers.  These unsecured contracts are with major financial institutions.  The Company may be exposed to credit loss in the event of non-performance by the contract counterparties.  The Company evaluates the creditworthiness of the counterparties and does not expect default by them.  Foreign currency exchange forward contracts are used to hedge commitments, such as foreign currency debt, firm purchase commitments and foreign currency cash flows for certain export sales transactions.
The following tables summarize, by major currency, the contractual amounts of the Company’s foreign currency exchange forward contracts in U.S. dollars.  The “Buy” amounts represent the U.S. dollar equivalent of commitments to purchase foreign currencies, and the “Sell” amounts represent the U.S. dollar equivalent of commitments to sell foreign currencies.  The recognized gains and losses offset amounts recognized in cost of services and products sold principally as a result of intercompany or third party foreign currency exposures.
Contracted Amounts of Foreign Currency Exchange Forward Contracts Outstanding at June 30, 2016 :
(In thousands)
 
Type
 
U.S. Dollar
Equivalent
 
Maturity
 
Recognized
Gain (Loss)
British pounds sterling
 
Sell
 
$
41,995

 
July 2016
 
$
3,309

British pounds sterling
 
Buy
 
1,061

 
July 2016 through September 2016
 
(33
)
Euros
 
Sell
 
310,051

 
July 2016 through December 2016
 
(1,675
)
Euros
 
Buy
 
138,899

 
July 2016 through January 2018
 
3,511

Other currencies
 
Sell
 
35,952

 
July 2016 through March 2017
 
(198
)
Other currencies
 
Buy
 
8,521

 
September 2016
 
21

Total
 
 
 
$
536,479

 
 
 
$
4,935

Contracted Amounts of Foreign Currency Exchange Forward Contracts Outstanding at December 31, 2015 :
(In thousands)
 
Type
 
U.S. Dollar
Equivalent
 
Maturity
 
Recognized
Gain (Loss)
British pounds sterling
 
Sell
 
$
43,511

 
January 2016
 
$
822

British pounds sterling
 
Buy
 
2,062

 
January 2016
 
(54
)
Euros
 
Sell
 
336,397

 
January 2016 through December 2016
 
547

Euros
 
Buy
 
167,037

 
January 2016 through August 2016
 
2,497

Other currencies
 
Sell
 
35,426

 
January 2016 through March 2016
 
316

Other currencies
 
Buy
 
7,981

 
January 2016
 
(38
)
Total
 
 
 
$
592,414

 
 
 
$
4,090

 
In addition to foreign currency exchange forward contracts, the Company designates certain loans as hedges of net investments in international subsidiaries.  The Company recorded pre-tax net losses of $16.4 million and $20.3 million during the three and six months ended June 30, 2016 , respectively, and pre-tax net gains of $1.5 million and $4.6 million during the three and six months ended June 30, 2015 , respectively, into Accumulated other comprehensive loss .

20

Cross-Currency Interest Rate Swaps
The Company uses CCIRs in conjunction with certain debt issuances in order to secure a fixed local currency interest rate.  Under these CCIRs, the Company receives interest based on a fixed or floating U.S. dollar rate and pays interest on a fixed local currency rate based on the contractual amounts in dollars and the local currency, respectively.  At maturity, there is also the payment of principal amounts between currencies. The CCIRs are recorded on the Condensed Consolidated Balance Sheets at fair value, with changes in value attributed to the effect of the swaps’ interest spread and changes in the credit worthiness of the counter-parties recorded in the caption, Accumulated other comprehensive loss.  Changes in value attributed to the effect of foreign currency fluctuations are recorded in the Condensed Consolidated Statements of Operations and offset currency fluctuation effects on the debt principal. The following table indicates the contractual amounts of the Company's CCIRs at June 30, 2016 :
 
 
 
 
Interest Rates
(In millions)
 
Contractual Amount
 
Receive
 
Pay
Maturing 2016 through 2017
 
$
4.9

 
Floating U.S. dollar rate
 
Fixed rupee rate
During March 2016, the Company effected the early termination of the British pound sterling CCIR with an original maturity date of 2020. The Company received $16.6 million in cash related to this termination. There was no gain or loss recorded on the termination as any change in value attributable to the effect of foreign currency translation was previously recognized in the Condensed Consolidated Statements of Operations.

Fair Value of Derivative Assets and Liabilities and Other Financial Instruments
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (an exit price).  The Company utilizes market data or assumptions that the Company believes market participants would use in valuing the asset or liability, including assumptions about risk and the risks inherent in the inputs to the valuation technique.
The fair value hierarchy distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs), and (2) an entity’s own assumptions about market participant assumptions based on the best information available in the circumstances (unobservable inputs).  The fair value hierarchy consists of three broad levels, which give the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). 
The three levels of the fair value hierarchy are described below:
•
Level 1—Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.
•
Level 2—Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates); and inputs that are derived principally from or corroborated by observable market data by correlation or other means.
•
Level 3—Inputs that are both significant to the fair value measurement and unobservable. 
In instances in which multiple levels of inputs are used to measure fair value, hierarchy classification is based on the lowest level input that is significant to the fair value measurement in its entirety.  The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the asset or liability. The following table indicates the fair value hierarchy of the financial instruments of the Company:
Level 2 Fair Value Measurements
(In thousands)
 
June 30
2016
 
December 31
2015
Assets
 
 

 
 

Foreign currency exchange forward contracts
 
$
9,074

 
$
5,828

Cross-currency interest rate swaps
 
825

 
15,417

Liabilities
 
 

 
 

Foreign currency exchange forward contracts
 
4,139

 
1,738


21

The following table reconciles the beginning and ending balances for liabilities measured on a recurring basis using unobservable inputs (Level 3):
Level 3 Liabilities—Unit Adjustment Liability (d) for the Six Months Ended June 30
(In thousands)
 
Six Months Ended
 
 
June 30
 
 
2016
 
2015
 
Balance at beginning of period
 
$
79,934

 
$
93,762

 
Reduction in the fair value related to election not to make 2016 payments
 
(19,145
)
 
—

 
Payments
 
—

 
(11,160
)
 
Change in fair value to the unit adjustment liability
 
3,402

 
4,409

 
Balance at end of period
 
$
64,191

 
$
87,012

(e)
(d)
During the quarter ended March 31, 2016, the Company decided that it will not make the four quarterly payments to CD&R for 2016. This resulted in the Company revaluing the Unit Adjustment Liability. See Note 4, Equity Method Investments, for additional information related to the unit adjustment liability.
(e)
Does not total due to rounding.
The Company primarily applies the market approach for recurring fair value measurements and endeavors to utilize the best available information.  Accordingly, the Company utilizes valuation techniques that maximize the use of observable inputs, such as forward rates, interest rates, the Company’s credit risk and counterparties’ credit risks, and which minimize the use of unobservable inputs.  The Company is able to classify fair value balances based on the ability to observe those inputs.  Foreign currency exchange forward contracts and CCIRs are classified as Level 2 fair value based upon pricing models using market-based inputs.  Model inputs can be verified, and valuation techniques do not involve significant management judgment.
The carrying amounts of cash and cash equivalents, accounts receivable, accounts payable, accrued liabilities and short-term borrowings approximate fair value due to the short-term maturities of these assets and liabilities.  At June 30, 2016 and December 31, 2015 , the total fair value of long-term debt (excluding deferred financing costs), including current maturities, was $845.5 million and $834.6 million , respectively, compared with a carrying value of $877.7 million and $880.8 million , respectively.  Fair values for debt are based on quoted market prices for the same or similar issues, or on the current rates offered to the Company for debt of the same remaining maturities (Level 2).

12. Review of Operations by Segment  
 
 
Three Months Ended
 
Six Months Ended
 
 
June 30
 
June 30
(In thousands)
 
2016
 
2015
 
2016
 
2015
Revenues From Continuing Operations
 
 

 
 

 
 
 
 
Harsco Metals & Minerals
 
$
253,560

 
$
294,336

 
$
483,232

 
$
585,534

Harsco Industrial
 
66,270

 
91,881

 
128,139

 
190,684

Harsco Rail
 
50,103

 
69,530

 
111,843

 
131,108

Total revenues from continuing operations
 
$
369,933

 
$
455,747

 
$
723,214

 
$
907,326

 
 
 
 
 
 
 
 
 
Operating Income (Loss) From Continuing Operations
Harsco Metals & Minerals
 
$
30,927

 
$
18,599

 
$
37,868

 
$
29,182

Harsco Industrial
 
7,300

 
14,419

 
13,771

 
31,446

Harsco Rail
 
(31,948
)
 
11,400

 
(27,042
)
 
33,033

Corporate
 
(4,965
)
 
(8,689
)
 
(13,852
)
 
(19,051
)
Total operating income from continuing operations
 
$
1,314

 
$
35,729

 
$
10,745

 
$
74,610

 
 
 
 
 
 
 
 
 
Depreciation and Amortization
 
 
 
 
 
 
 
 
Harsco Metals & Minerals
 
$
30,662

 
$
34,841

 
$
61,687

 
$
69,732

Harsco Industrial
 
1,850

 
1,365

 
3,568

 
2,652

Harsco Rail
 
1,361

 
1,638

 
2,795

 
3,194

Corporate
 
1,744

 
1,845

 
3,612

 
4,002

Total Depreciation and Amortization
 
$
35,617

 
$
39,689

 
$
71,662

 
$
79,580

 
 
 
 
 
 
 
 
 
Capital Expenditures
 
 
 
 
 
 
 
 
Harsco Metals & Minerals
 
$
13,305

 
$
27,715

 
$
28,725

 
$
49,543

Harsco Industrial
 
1,162

 
1,584

 
2,296

 
8,805

Harsco Rail
 
767

 
688

 
1,139

 
1,225

Corporate
 
(9
)
 
1,629

 
16

 
3,673

Total Capital Expenditures
 
$
15,225

 
$
31,616

 
$
32,176

 
$
63,246


22

Reconciliation of Segment Operating Income to Income (Loss) From Continuing Operations Before Income Taxes and Equity Income (Loss)
 
 
Three Months Ended
 
Six Months Ended
 
 
June 30
 
June 30
(In thousands)
 
2016
 
2015
 
2016
 
2015
Segment operating income
 
$
6,279

 
$
44,418

 
$
24,597

 
$
93,661

General Corporate expense
 
(4,965
)
 
(8,689
)
 
(13,852
)

(19,051
)
Operating income from continuing operations
 
1,314

 
35,729

 
10,745

 
74,610

Interest income
 
552

 
431

 
1,087

 
687

Interest expense
 
(13,805
)
 
(11,818
)
 
(26,168
)
 
(23,702
)
Change in fair value to the unit adjustment liability and loss on dilution of equity method investment
 
(1,489
)
 
(2,164
)
 
(13,706
)
 
(4,409
)
Income (loss) from continuing operations before income taxes and equity income (loss)
 
$
(13,428
)
 
$
22,178

 
$
(28,042
)
 
$
47,186



13.   Other (Income) Expenses

The major components of this Condensed Consolidated Statements of Operations caption are as follows:
 
 
Three Months Ended
 
Six Months Ended
 
 
June 30
 
June 30
(In thousands)
 
2016
 
2015
 
2016
 
2015
Employee termination benefit costs
 
$
1,194

 
$
1,105

 
$
6,966

 
$
2,508

Harsco Metals & Minerals Segment separation costs
 
10

 
—

 
3,297

 
—

Net gains (a)
 
(105
)
 
(2,942
)
 
(757
)
 
(6,732
)
Foreign currency gains related to Harsco Rail Segment advances on contracts and other customer advances
 
—

 
—

 
—

 
(10,940
)
Other
 
148

 
1,479

 
864

 
1,601

Other (income) expenses
 
$
1,247

 
$
(358
)
 
$
10,370

 
$
(13,563
)
(a)
Net gains result from the sales of redundant properties (primarily land, buildings and related equipment) and non-core assets.


14. Components of Accumulated Other Comprehensive Loss
Accumulated other comprehensive loss is included on the Condensed Consolidated Statements of Equity. The components of Accumulated other comprehensive loss, net of the effect of income taxes, and activity for the six months ended June 30, 2015 and 2016 was as follows:
 
 
Components of Accumulated Other Comprehensive Income (Loss) - Net of Tax
(In thousands)
 
Cumulative Foreign Exchange Translation Adjustments
 
Effective Portion of Derivatives Designated as Hedging Instruments
 
Cumulative Unrecognized Actuarial Losses on Pension Obligations
 
Unrealized Loss on Marketable Securities
 
Total
Balance at December 31, 2014
 
$
(39,938
)
 
$
(9,025
)
 
$
(483,278
)
 
$
(15
)
 
$
(532,256
)
Other comprehensive income (loss) before reclassifications
 
(23,957
)
(a)
6,681

(b)
(2,493
)
(a)
(4
)
 
(19,773
)
Realized (gains) losses reclassified from accumulated other comprehensive loss, net of tax
 
—

 
(2
)
 
10,114

 
—

 
10,112

Other comprehensive income (loss) from equity method investee
 
(13,860
)
 
(798
)
 
595

 
—

 
(14,063
)
Total other comprehensive income (loss)
 
(37,817
)
 
5,881

 
8,216

 
(4
)
 
(23,724
)
Less: Other comprehensive loss attributable to noncontrolling interests
 
1,091

 
14

 
—

 
—

 
1,105

Other comprehensive income (loss) attributable to Harsco Corporation
 
(36,726
)
 
5,895

 
8,216

 
(4
)
 
(22,619
)
Balance at June 30, 2015
 
$
(76,664
)
 
$
(3,130
)
 
$
(475,062
)
 
$
(19
)
 
$
(554,875
)

23

 
 
Components of Accumulated Other Comprehensive Income (Loss) - Net of Tax
(In thousands)
 
Cumulative Foreign Exchange Translation Adjustments
 
Effective Portion of Derivatives Designated as Hedging Instruments
 
Cumulative Unrecognized Actuarial Losses on Pension Obligations
 
Unrealized Loss on Marketable Securities
 
Total
Balance at December 31, 2015
 
$
(125,561
)
 
$
(400
)
 
$
(389,696
)
 
$
(31
)
 
$
(515,688
)
Other comprehensive income (loss) before reclassifications
 
(9,502
)
(a)
(2,133
)
(b)
23,873

(a)
(3
)
 
12,235

Realized (gains) losses reclassified from accumulated other comprehensive loss, net of tax
 
—

 
(258
)
 
8,190

 
—

 
7,932

Realized (gains) losses reclassified from accumulated other comprehensive loss in connection with loss on dilution of equity method investment (See Note 4, Equity Method Investments)
 
3,079

 
106

 
(148
)
 
—

 
3,037

Other comprehensive income (loss) from equity method investee
 
3,650

 
(266
)
 
380

 
—

 
3,764

Total other comprehensive income (loss)
 
(2,773
)
 
(2,551
)
 
32,295

 
(3
)
 
26,968

Less: Other comprehensive (income) loss attributable to noncontrolling interests
 
425

 
(7
)
 
—

 
—

 
418

Other comprehensive income (loss) attributable to Harsco Corporation
 
(2,348
)
 
(2,558
)
 
32,295

 
(3
)
 
27,386

Balance at June 30, 2016
 
$
(127,909
)
 
$
(2,958
)
 
$
(357,401
)
 
$
(34
)
 
$
(488,302
)
(a)
Principally foreign currency fluctuation.
(b)
Net change from periodic revaluations.

Realized (gains) losses reclassified from accumulated other comprehensive loss are as follows:
(In thousands)
 
Three Months Ended
 
Six Months Ended
 
Affected Caption in the Condensed Consolidated Statements of Operations
 
June 30
2016
 
June 30
2015
 
June 30
2016
 
June 30
2015
Amortization of cash flow hedging instruments:
Foreign currency exchange forward contracts
 
$
—

 
$
—

 
$
(408
)
 
$
—

 
Product revenues
Foreign currency exchange forward contracts
 
(1
)
 
(1
)
 
(1
)
 
(2
)
 
Cost of services and products sold
Tax expense
 
—

 
—

 
151

 
—

 
 
Total reclassification of cash flow hedging instruments, net of tax
 
$
(1
)
 
$
(1
)
 
$
(258
)
 
$
(2
)
 
 
 
 
 
 
 
 
 
 
 
 
 
Amortization of defined benefit pension items:
Actuarial losses (c)
 
$
2,285

 
$
3,995

 
$
4,661

 
$
7,942

 
Selling, general and administrative expenses
Actuarial losses (c)
 
2,229

 
1,456

 
4,443

 
2,974

 
Cost of services and products sold
Prior-service costs (benefits) (c)
 
(3
)
 
31

 
(4
)
 
62

 
Selling, general and administrative expenses
Prior-service costs (c)
 
63

 
37

 
124

 
75

 
Cost of services and products sold
Total before tax
 
4,574

 
5,519

 
9,224

 
11,053

 
 
Tax benefit
 
(517
)
 
(469
)
 
(1,034
)
 
(939
)
 
 
Total reclassification of defined benefit pension items, net of tax
 
$
4,057

 
$
5,050

 
$
8,190

 
$
10,114

 
 
(c) These accumulated other comprehensive loss components are included in the computation of net periodic pension costs. See Note 7, Employee Benefit Plans, for additional details.







24

Realized (gains) losses reclassified from accumulated other comprehensive loss in connection with loss on dilution of equity method investment are as follows:
(In thousands)
 
Six Months Ended
 
Affected Caption in the Condensed Consolidated Statements of Operations
 
June 30
2016
 
Foreign exchange translation adjustments
 
$
4,880

 
Change in fair value to the adjustment liability and loss on dilution of equity method investment
Cash flow hedging instruments
 
168

 
Change in fair value to the adjustment liability and loss on dilution of equity method investment
Defined benefit pension obligations
 
(235
)
 
Change in fair value to the adjustment liability and loss on dilution of equity method investment
Total before tax
 
4,813

 
 
Tax benefit
 
(1,776
)
 
 
Total amounts reclassified from accumulated other comprehensive loss in connection with loss on dilution of equity method investment
 
$
3,037

 
 


15.   Restructuring Programs
In recent years, the Company has instituted restructuring programs to balance short-term profitability goals with long-term strategies. A primary objective of these programs has been to establish platforms upon which the affected businesses can grow with reduced fixed investment and generate annual operating expense savings.  The restructuring programs have been instituted in response to the continuing impact of global financial and economic uncertainty on the Company’s end markets. Restructuring costs incurred in these programs were recorded as part of the caption, Other expenses, of the Condensed Consolidated Statements of Operations. The timing of associated cash payments is dependent on the type of restructuring cost and can extend over a multi-year period.
Project Orion
Under the Harsco Metals & Minerals Segment's Improvement Plan ("Project Orion"), the Harsco Metals & Minerals Segment made organizational and process improvement changes that are expected to improve its return on capital and deliver a higher and more consistent level of service to customers. These changes include improving several core processes and simplifying the organizational structure. During the fourth quarter of 2015, Project Orion was expanded with additional targeted workforce and operational savings of $20 million to $25 million . The majority of these benefits are expected to be realized in 2016.

The restructuring accrual for Project Orion at June 30, 2016 and the activity for the six months ended June 30, 2016 were as follows:
(In thousands)
 
Employee Termination Benefit Costs
Balance, December 31, 2015
 
$
5,807

Cash expenditures
 
(3,902
)
Foreign currency translation
 
70

Other adjustments
 
160

Balance, June 30, 2016
 
$
2,135


The remaining accrual related to Project Orion is expected to be paid principally through the second half of 2016.


25

ITEM 2.                  MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion should be read in conjunction with the accompanying unaudited condensed consolidated financial statements as well as the audited consolidated financial statements of Harsco Corporation (the "Company"), including the notes thereto, included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2015 which includes additional information about the Company’s critical accounting policies, contractual obligations, practices and the transactions that support the financial results, and provides a more comprehensive summary of the Company’s outlook, trends and strategies for 2016 and beyond.
Certain amounts included in Item 2 of this Quarterly Report on Form 10-Q are rounded in millions and all percentages are calculated based on actual amounts.  As a result, minor differences may exist due to rounding.
Forward-Looking Statements
The nature of the Company's business and the many countries in which it operates subject it to changing economic, competitive, regulatory and technological conditions, risks and uncertainties. In accordance with the "safe harbor" provisions of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, the Company provides the following cautionary remarks regarding important factors that, among others, could cause future results to differ materially from the results contemplated by forward-looking statements, including the expectations and assumptions expressed or implied herein. Forward-looking statements contained herein could include, among other things, statements about management's confidence in and strategies for performance; expectations for new and existing products, technologies and opportunities; and expectations regarding growth, sales, cash flows, and earnings. Forward-looking statements can be identified by the use of such terms as "may," "could," "expect," "anticipate," "intend," "believe," "likely," "estimate," "plan" or other comparable terms.
Factors that could cause actual results to differ, perhaps materially, from those implied by forward-looking statements include, but are not limited to: (1) changes in the worldwide business environment in which the Company operates, including general economic conditions; (2) changes in currency exchange rates, interest rates, commodity and fuel costs and capital costs;(3) changes in the performance of equity and bond markets that could affect, among other things, the valuation of the assets in the Company's pension plans and the accounting for pension assets, liabilities and expenses; (4) changes in governmental laws and regulations, including environmental, occupational health and safety, tax and import tariff standards; (5) market and competitive changes, including pricing pressures, market demand and acceptance for new products, services and technologies; (6) the Company's inability or failure to protect its intellectual property rights from infringement in one or more of the many countries in which the Company operates; (7) failure to effectively prevent, detect or recover from breaches in the Company's cybersecurity infrastructure; (8) unforeseen business disruptions in one or more of the many countries in which the Company operates due to political instability, civil disobedience, armed hostilities, public health issues or other calamities; (9) disruptions associated with labor disputes and increased operating costs associated with union organization; (10) the seasonal nature of the Company's business; (11) the Company's ability to successfully enter into new contracts and complete new acquisitions or strategic ventures in the time-frame contemplated, or at all; (12) the integration of the Company's strategic acquisitions; (13) the amount and timing of repurchases of the Company's common stock, if any; (14) the prolonged recovery in global financial and credit markets and economic conditions generally, which could result in the Company's customers curtailing development projects, construction, production and capital expenditures, which, in turn, could reduce the demand for the Company's products and services and, accordingly, the Company's revenues, margins and profitability; (15) the outcome of any disputes with customers, contractors and subcontractors; (16) the financial condition of the Company's customers, including the ability of customers (especially those that may be highly leveraged and those with inadequate liquidity) to maintain their credit availability; (17) the Company's ability to successfully implement and receive the expected benefits of cost-reduction and restructuring initiatives, including the achievement of expected cost savings in the expected time frame; (18) the ability to successfully implement the Company's strategic initiatives and portfolio optimization and the impact of such initiatives, such as the Harsco Metals & Minerals Segment's Improvement Plan ("Project Orion"); (19) the amount ultimately realized from the Company's exit from the strategic venture between the Company and Clayton, Dubilier & Rice and the timing of such exit; (20) implementation of environmental remediation matters; (21) risk and uncertainty associated with intangible assets; (22) the impact of a transaction, if any, resulting from the Company's determination to explore strategic options for the separation of the Harsco Metals & Minerals Segment; and (23) other risk factors listed from time to time in the Company's SEC reports. A further discussion of these, along with other potential risk factors, can be found in Part I, Item 1A, "Risk Factors," of the Company's Annual Report on Form 10-K for the year ended December 31, 2015 and Part II, Item 1A, Risk Factors herein. The Company cautions that these factors may not be exhaustive and that many of these factors are beyond the Company's ability to control or predict. Accordingly, forward-looking statements should not be relied upon as a prediction of actual results. The Company undertakes no duty to update forward-looking statements except as may be required by law.

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Table of Contents

Executive Overview

During the second quarter of 2016, the Harsco Rail Segment recorded an estimated loss provision of $40.1 million related to the Company's contracts with the federal railway system of Switzerland ("SBB"). The estimated loss provision resulted from increased vendor costs, ongoing discussions with the customer, and increased estimates for commissioning, certification and testing costs, as well as expected settlements with respect to the customer. See Note 1, Basis of Presentation - Change in Estimates, in Part I, Item 1, Financial Statements for additional information. Also, results for the six months ended
June 30, 2015, included a $10.9 million foreign exchange gain that was not repeated in 2016. Additionally, the Harsco Rail Segment continues to be impacted by continued weakness in the North American market.

Although energy markets have demonstrated some fundamental improvement, the Harsco Industrial Segment’s air-cooled heat exchangers and industrial grating businesses expect recent low oil prices to continue to impact capital expenditures and overall spending by customers in the upstream, midstream, and downstream oil and gas markets. Accordingly, these factors will impact revenue and operating income during the near-term in the Harsco Industrial Segment.

Although steel markets have demonstrated some fundamental improvement, the Harsco Metals & Minerals Segment continues to be negatively impacted by lower customer steel production, weak commodity prices and site exits. In addition, the Harsco Metals & Minerals Segment recorded severance costs of $5.1 million resulting from a probable site exit in the first quarter of 2016. These impacts have been offset by the savings and benefits achieved as part of Project Orion including lower compensation costs and the impact of exited underperforming contracts. During the fourth quarter of 2015, Project Orion was expanded with additional targeted workforce and operational savings of $20 million to $25 million. The majority of these benefits are expected to be realized in 2016. See Note 15, Restructuring Programs, in Part I, Item 1, Financial Statements for additional information. The Company remains focused on achieving additional cost reductions and operational improvements to enhance returns for the Harsco Metals & Minerals Segment.
The Company has announced its intention to pursue strategic options for the separation of the Harsco Metals & Minerals Segment from the rest of the Company. A separation of the Harsco Metals & Minerals Segment would allow each of the Company's businesses to benefit from dedicated capital structures, execute tailored and flexible strategic priorities and optimize capital return policies consistent with each business's unique priorities. There is no specific timetable related to this initiative and there can be no assurance that a sale, spin-off or any other transaction will take place. The Company incurred $3.3 million of expenses during the first six months of 2016 related to the separation, which are included as part of the Corporate caption in the Company's segment results.
 
 
Three Months Ended
Revenues by Segment
 
June 30
(In millions)
 
2016
 
2015
 
Change
 
%
Harsco Metals & Minerals
 
$
253.6

 
$
294.3

 
$
(40.8
)
 
(13.9
)%
Harsco Industrial
 
66.3

 
91.9

 
(25.6
)
 
(27.9
)
Harsco Rail
 
50.1

 
69.5

 
(19.4
)
 
(27.9
)
Total revenues
 
$
369.9

 
$
455.7

 
$
(85.8
)
 
(18.8
)%
 
 
Six Months Ended
Revenues by Segment
 
June 30
(In millions)
 
2016
 
2015
 
Change
 
%
Harsco Metals & Minerals
 
$
483.2

 
$
585.5

 
$
(102.3
)
 
(17.5
)%
Harsco Industrial
 
128.1

 
190.7

 
(62.6
)
 
(32.8
)
Harsco Rail
 
111.8

 
131.1

 
(19.3
)
 
(14.7
)
Total revenues
 
$
723.2

 
$
907.3

 
$
(184.1
)
 
(20.3
)%
 
 
Three Months Ended
Revenues by Region
 
June 30
(In millions)
 
2016
 
2015
 
Change
 
%
North America
 
$
159.4

 
$
215.2

 
$
(55.8
)
 
(25.9
)%
Western Europe
 
110.6

 
129.4

 
(18.8
)
 
(14.5
)
Latin America (includes Mexico)
 
45.0

 
47.0

 
(2.0
)
 
(4.2
)
Asia-Pacific
 
34.5

 
38.9

 
(4.4
)
 
(11.3
)
Middle East and Africa
 
12.2

 
13.0

 
(0.7
)
 
(5.7
)
Eastern Europe
 
8.2

 
12.3

 
(4.1
)
 
(33.5
)
Total revenues
 
$
369.9

 
$
455.7

 
$
(85.8
)
 
(18.8
)%

27
Table of Contents

 
 
Six Months Ended
Revenues by Region
 
June 30
(In millions)
 
2016
 
2015
 
Change
 
%
North America
 
$
321.7

 
$
425.4

 
$
(103.7
)
 
(24.4
)%
Western Europe
 
218.9

 
253.1

 
(34.2
)
 
(13.5
)
Latin America (included Mexico)
 
79.7

 
98.5

 
(18.8
)
 
(19.1
)
Asia-Pacific
 
66.2

 
77.3

 
(11.1
)
 
(14.4
)
Middle East and Africa
 
21.5

 
28.8

 
(7.3
)
 
(25.4
)
Eastern Europe
 
15.2

 
24.3

 
(9.1
)
 
(37.3
)
Total revenues
 
$
723.2

 
$
907.3

 
$
(184.1
)
 
(20.3
)%

Revenues for the Company during the second quarter and first six months of 2016 were $369.9 million and $723.2 million , respectively, compared with $455.7 million and $907.3 million , respectively, in the second quarter and first six months of 2015. The change is primarily related to the impact of price and volume changes across all segments; exited contracts in the Harsco Metals & Minerals Segment; and the impacts of foreign currency translation. Foreign currency translation decreased revenues by $13.4 million and $32.1 million , respectively, for the second quarter and first six months of 2016 compared with the same periods in the prior year.
 
 
Three Months Ended
Operating Income (Loss) by Segment
 
June 30
(In millions)
 
2016
 
2015
 
Change
 
%
Harsco Metals & Minerals
 
$
30.9

 
$
18.6

 
$
12.3

 
66.3
 %
Harsco Industrial
 
7.3

 
14.4

 
(7.1
)
 
(49.4
)
Harsco Rail
 
(31.9
)
 
11.4

 
(43.3
)
 
(380.2
)
Corporate
 
(5.0
)
 
(8.7
)
 
3.7

 
42.9

Total operating income
 
$
1.3

 
$
35.7

 
$
(34.4
)
 
(96.3
)%
 
 
Six Months Ended
Operating Income (Loss) by Segment
 
June 30
(In millions)
 
2016
 
2015
 
Change
 
%
Harsco Metals & Minerals
 
$
37.9

 
$
29.2

 
$
8.7

 
29.8
 %
Harsco Industrial
 
13.8

 
31.4

 
(17.7
)
 
(56.2
)
Harsco Rail
 
(27.0
)
 
33.0

 
(60.1
)
 
(181.9
)
Corporate
 
(13.9
)
 
(19.1
)
 
5.2

 
27.3

Total operating income
 
$
10.7

 
$
74.6

 
$
(63.9
)
 
(85.6
)%
 
 
Three Months Ended
 
Six Months Ended
 
 
June 30
 
June 30
Operating Margin by Segment
 
2016
 
2015
 
2016
 
2015
Harsco Metals & Minerals
 
12.2
 %
 
6.3
%
 
7.8
 %
 
5.0
%
Harsco Industrial
 
11.0

 
15.7

 
10.7

 
16.5

Harsco Rail
 
(63.8
)
 
16.4

 
(24.2
)
 
25.2

Consolidated operating margin
 
0.4
 %
 
7.8
%
 
1.5
 %
 
8.2
%
Operating income from continuing operations for the second quarter and first six months of 2016 was $1.3 million and
$10.7 million , respectively, compared with $35.7 million and $74.6 million , respectively, in the second quarter and first six months of 2015 .  Refer to the Segment discussions below for information pertaining to factors positively affecting and negatively impacting operating income from continuing operations.


Harsco Metals & Minerals Segment:
Significant Impacts on Revenues
 
Three Months Ended
 
Six Months Ended
(In millions)
 
June 30, 2016
 
June 30, 2016
Revenues — 2015
 
$
294.3

 
$
585.5

Net impact of new and lost contracts (including exited underperforming contracts).
 
(27.7
)
 
(54.2
)
Impact of foreign currency translation.
 
(11.7
)
 
(28.9
)
Net impacts of price/volume changes, primarily attributable to volume changes.
 
(1.3
)
 
(19.2
)
Revenues — 2016
 
$
253.6

 
$
483.2


28
Table of Contents

Factors Positively Affecting Operating Income:
•
Incremental Project Orion restructuring benefits, related to compensation savings, of approximately $3.7 million and $6.7 million during the second quarter and first six months of 2016, respectively, associated with the recent expansion of Project Orion.
•
The effect of exited underperforming contracts, lower maintenance, fuel and pension costs.
•
Increased volumes in the roofing granules and industrial abrasives business, due partly to favorable weather conditions during the first six months of 2016.

Factors Negatively Impacting Operating Income:
•
Decreased global steel production and scrap metal prices.  Overall, steel production by customers under services contracts, including the impact of exited contracts, decreased by 14% and 16% for the second quarter and first six months of 2016, respectively, compared to the same periods in prior year. Excluding the impact of exited contracts, steel production by customers under services contracts decreased by 3% and 4% for the second quarter and first six months of 2016, respectively, compared with the same periods in prior year.
•
Decreased income attributable to the impact of exited contracts and reduced nickel prices and demand. Nickel prices decreased 32% and 37% during the second quarter and first six months of 2016, respectively, compared with the same periods in prior year.
•
Severance costs resulting from a probable site exit decreased operating income by $5.1 million during the first quarter of 2016.

Harsco Industrial Segment:
Significant Impacts on Revenues
 
Three Months Ended
 
Six Months Ended
(In millions)
 
June 30, 2016
 
June 30, 2016
Revenues — 2015
 
$
91.9

 
$
190.7

Net impacts of price/volume changes, primarily attributable to volume changes.
 
(24.8
)
 
(60.9
)
Impact of foreign currency translation.
 
(0.8
)
 
(1.7
)
Revenues — 2016
 
$
66.3

 
$
128.1


Factors Positively Affecting Operating Income:
•
Operating income was aided by $2.4 million and $5.5 million of lower selling, general and administrative costs in the second quarter and first six months of 2016, respectively, compared with the same periods in prior year.
•
The effect of delivering a portion of the Mexico City International Airport order in the second quarter of 2016.

Factors Negatively Impacting Operating Income:
•
Lower volumes in the air-cooled heat exchangers business resulting in decreased operating income during 2016, primarily attributable to continued energy price declines which impacted capital spending by customers in the oil and natural gas industries served by the Company.
•
The first quarter of 2015 included gains from sales of assets of $3.6 million which did not repeat during the first quarter of 2016.

Harsco Rail Segment:
Significant Impacts on Revenues
 
Three Months Ended
 
Six Months Ended
(In millions)
 
June 30, 2016
 
June 30, 2016
Revenues — 2015
 
$
69.5

 
$
131.1

Net effects of price/volume changes, primarily attributable to volume changes.
 
(18.5
)
 
(17.7
)
Impact of foreign currency translation.
 
(0.9
)
 
(1.6
)
Revenues — 2016
 
$
50.1

 
$
111.8


Factors Positively Affecting Operating Income (Loss):
•
Higher international equipment sales.






29
Table of Contents

Factors Negatively Impacting Operating Income (Loss):
•
During the second quarter of 2016, the Harsco Rail Segment recorded an estimated loss provision of $40.1 million related to the Company's contracts with the SBB. See Note 1, Basis of Presentation - Change in Estimates, in Part I, Item 1, Financial Statements for additional information.
•
Foreign currency gain of $10.9 million recognized during the first quarter of 2015 which did not repeat in the first quarter of 2016.
•
Decreased volumes in North America and an unfavorable mix of equipment sales decreased operating income (loss) during the second quarter and first six months of 2016 compared with the same periods in prior year, partially offset by lower selling and administrative costs.


Outlook, Trends and Strategies

In addition to the items noted in the Company's Annual Report on Form 10-K for the year ended December 31, 2015 , the following significant items, risks, trends and strategies are expected to affect the Company for the remainder of 2016 and beyond:
•
The Company will focus on providing returns above its cost of capital for its stockholders by balancing its portfolio of businesses, and by executing its strategic and operational practices with reasonable amounts of financial leverage.
•
The Company will continue to build and develop strong core capabilities and develop an active and lean corporate center that balances costs with value added services.
•
The Company will continue to assess capital needs in the context of operational trends and strategic initiatives. Management will continue to be selective and disciplined in allocating capital by rigorously analyzing projects and utilizing a return-based capital allocation process.
•
The Company expects its operational effective income tax rate to approximate 39% to 41% in 2016, excluding the tax impact on equity income (loss) related to Brand Energy & Infrastructure Services Inc. and Subsidiaries (the "Infrastructure strategic venture").
•
The potential consequences related to uncertainty surrounding the United Kingdom's proposed exit from the European Union may have an impact on the Company results of operations, cash flows and asset valuations in any period particularly in the Harsco Metals & Minerals Segment. Please see Part II, Item 1A, Risk Factors for additional information.

Harsco Metals & Minerals Segment:
•
Although steel markets have demonstrated some fundamental improvement, the Company anticipates reduced steel production; weaker commodity prices; the impact of site exits; customer production curtailments; and the impact of foreign currency translation to negatively impact revenue and operating income in the near term in the Harsco Metals & Minerals Segment.  These impacts will be partially offset by savings and benefits achieved as part of Project Orion and other operational savings as well as new contracts awarded. 
•
The Company will continue to focus on ensuring that forecasted profits and other requirements for contracts meet certain established standards and deliver returns above its cost of capital. Project Orion's focus has enabled the Company to address underperforming contracts more rapidly with targeted actions to improve the efficiencies of the business. These actions include central protocols to monitor activities, structures and systems that aid in decision making, and processes designed to identify the best operational and commercial actions available to address underperforming contracts and its overall contract portfolio. In connection with this focus, the possibility exists that the Company may take strategic actions that result in exit costs and non-cash asset impairment charges that may have an adverse effect on the Company's results of operations and liquidity.
•
As the Company has previously disclosed, over the past several years the Company has been in discussions with officials at the Supreme Council for Environment in Bahrain ("Bahrain Council") with regard to a processing by-product ("salt cakes") located at Hafeera. During 2015, the Company recorded a charge of $7.0 million, payable over five to seven years, related to the estimated cost of processing and disposal of the salt cakes. The Company's Bahrain operations are operated under a strategic venture for which its strategic venture partner has a 35% minority interest. The Company is awaiting final approval from the Bahrain Council regarding the proposed processing and disposal method. If the Bahrain Council does not approve the proposed method or mandates alternative solutions, the Company’s estimated liability could change, and such change could be material in any one period.
•
In February 2016, the Company announced a new 15-year contract with China's largest steel maker with anticipated revenues totaling approximately $125 million over the life of the contract. Additionally, during March 2016, the Company secured a contract extension for steel mill services in Belgium with projected revenues totaling more than $100 million.



30
Table of Contents

•
In March 2016, one of the Company's customers announced its intention to sell its steel making operations in the U.K. and in July 2016 introduced the possibility of strategic collaborations through a joint venture. Depending on the outcome of any potential transactions, there could be a material impact on the Company's results of operations, cash flows and asset valuations in any one period.
•
One of the Company's customers in Australia has begun the process of voluntary administration under Australian law, the purpose of which is to focus on long-term solvency. The customer is continuing its operations during the voluntary administration proceedings. The Company had approximately $5 million of receivables with the customer prior to the start of the voluntary administration and continues to believe that these amounts are collectible because the Company is viewed as an important supplier, continues to provide services to the customer and continues to collect on post-administration invoices timely. However the administration process is uncertain in nature and length, with the next creditors' meeting not scheduled until the first quarter of 2017. As such a loss on the pre-administration receivables is reasonably possible, and if there was a change in the Company's view on collectability, there could be a charge against income in future periods. Moreover, if the site were to close, additional costs may be incurred and asset valuations may be impacted, which may be significant in any one period.
•
During 2014, the Company accrued costs related to disposing certain slag material accumulated as part of a customer operation in Latin America because it had not received the necessary permits from the local government to sell the slag. This accrual is approximately $6 million at June 30, 2016. The Company has reengaged the local government to obtain the necessary permits, and if these permits are obtained, the reversal of accrued disposal costs may be either partially or fully recognized in income for that period.

Harsco Industrial Segment:
•
Although energy markets have demonstrated some fundamental improvement, the Company expects recent low oil prices to continue to impact capital expenditures and overall spending by customers in the upstream, midstream, and downstream oil and gas markets. Accordingly, these factors will negatively impact revenue and operating income in the near-term in the Harsco Industrial Segment.
•
During the second quarter of 2016, the Company announced a significant new order for twelve gas compression coolers to be delivered by the end of 2016. This is the fifth large midstream compression project for the Company within the past 24 months, totaling approximately $30 million in projected revenues.
•
The Company will continue to focus on product innovation and development to drive strategic growth in its businesses. The Company recently introduced GrateGuard TM , a new fencing solution for first-line physical security in the Industrial grating business.
•
During the first quarter of 2016, the Company received an order worth approximately $10 million to supply security fencing for the new Mexico City International Airport.
•
The Company will focus on growing the Harsco Industrial Segment through disciplined organic expansion and acquisitions that improve competitive positioning in core markets or adjacent markets.

Harsco Rail Segment:
•
The global demand for railway maintenance-of-way equipment, parts and services continues to be generally positive, though North American markets are experiencing weakness due to reduced capital and operating spending by Class I railways.  In total, the Company anticipates modest organic growth in its after-market parts business and its expected deliveries of existing equipment orders.
•
During April 2016, the Company was awarded a multi-year rail grinding services contract-extension in the U.K. with anticipated revenues of at least $40 million.
•
In prior years, the Company secured two contract awards with initial contract values totaling approximately $200 million from SBB. The majority of deliveries under these contracts are anticipated to occur during 2017 through 2020. During the second quarter of 2016, the Company recorded an estimated loss provision of $40.1 million which resulted from increased vendor costs, ongoing discussions with the customer, and increased estimates for commissioning, certification and testing costs, as well as expected settlements with respect to the customer.  It is possible that the Company's overall estimate of costs to complete these contracts may increase which would result in an additional loss provision at such time. See Note 1, Basis of Presentation - Change in Estimates, in Part I, Item 1, Financial Statements for additional information.
•
The Company will focus on growing the Harsco Rail Segment through disciplined organic expansion and acquisitions that improve competitive positioning in core markets or adjacent markets.



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Table of Contents

Results of Operations
 
 
Three Months Ended
 
Six Months Ended
 
 
June 30
 
June 30
(In millions, except per share amounts)
 
2016
 
2015
 
2016
 
2015
Total revenues
 
$
369.9

 
$
455.7

 
$
723.2

 
$
907.3

Cost of services and products sold
 
316.9

 
360.4

 
600.0

 
721.5

Selling, general and administrative expenses
 
49.5

 
58.5

 
100.3

 
122.4

Research and development expenses
 
1.0

 
1.5

 
1.8

 
2.4

Other (income) expenses
 
1.2

 
(0.4
)
 
10.4

 
(13.6
)
Operating income from continuing operations
 
1.3

 
35.7

 
10.7

 
74.6

Interest income
 
0.6

 
0.4

 
1.1

 
0.7

Interest expense
 
(13.8
)
 
(11.8
)
 
(26.2
)
 
(23.7
)
Change in fair value to the unit adjustment liability and loss on dilution of equity method investment
 
(1.5
)
 
(2.2
)
 
(13.7
)
 
(4.4
)
Income tax expense from continuing operations
 
(12.0
)
 
(7.1
)
 
(9.8
)
 
(20.0
)
Equity in income (loss) of unconsolidated entities, net
 
(0.7
)
 
(7.6
)
 
2.5

 
(3.5
)
Income (loss) from continuing operations
 
(26.1
)
 
7.5

 
(35.4
)
 
23.7

Diluted earnings (loss) per common share from continuing operations attributable to Harsco Corporation common stockholders
 
(0.35
)
 
0.08

 
(0.48
)
 
0.27

Effective income tax rate for continuing operations
 
(89.4
)%
 
32.0
%
 
(35.1
)%
 
42.3
%

Comparative Analysis of Consolidated Results

Revenues
Revenues for the second quarter of 2016 decreased $85.8 million or 18.8% from the second quarter of 2015 . Revenues for the first six months of 2016 decreased $184.1 million or 20.3% from the first six months of 2015 . Changes in revenues for the periods presented were attributable to the following significant items:
Change in Revenues — 2016 vs. 2015
 
Three Months Ended
 
Six Months Ended
(In millions)
 
June 30, 2016
 
June 30, 2016
Net impacts of price/volume changes in the Harsco Industrial Segment, primarily attributable to volume changes.
 
$
(24.8
)
 
(60.9
)
Net impact of new and lost contracts (including exited underperforming contracts) in the Harsco Metals & Minerals Segment.
 
(27.7
)
 
(54.2
)
Impact of foreign currency translation.
 
(13.4
)
 
(32.1
)
Net impacts of price/volume changes in the Harsco Metals & Minerals Segment, primarily attributable to volume changes.
 
(1.3
)
 
(19.2
)
Net impacts of price/volume changes in the Harsco Rail Segment, primarily attributable to volume changes.
 
(18.5
)
 
(17.7
)
Other.
 
(0.1
)
 
—

Total change in revenues — 2016 vs. 2015
 
$
(85.8
)
 
$
(184.1
)

Cost of Services and Products Sold
Cost of services and products sold for the second quarter of 2016 decreased $43.5 million or 12.1% from the second quarter of 2015 . Cost of services and products sold for the first six months of 2016 decreased $121.5 million or 16.8% from the first six months of 2015 . Changes in cost of services and products sold for the periods presented were attributable to the following significant items:
Change in Cost of Services and Products Sold — 2016 vs. 2015
 
Three Months Ended
 
Six Months Ended
(In millions)
 
June 30, 2016
 
June 30, 2016
Decreased costs due to changes in revenues (exclusive of the effects of foreign currency translation and fluctuations in commodity costs included in selling prices).
 
$
(66.0
)
 
(123.2
)
Impact of foreign currency translation.
 
(12.6
)
 
$
(30.7
)
Other.
 
(5.0
)
 
(7.7
)
Increased costs due to estimated loss provision in the Harsco Rail Segment. (a)
 
40.1

 
40.1

Total change in cost of services and products sold — 2016 vs. 2015
 
$
(43.5
)
 
$
(121.5
)
(a) See Note 1, Basis of Presentation - Change in Estimates, in Part I, Item 1, Financial Statements for additional information.


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Table of Contents

Selling, General and Administrative Expenses
Selling, general and administrative expenses for the second quarter of 2016 decreased $8.9 million or 15.3% from the second quarter of 2015 .  Selling, general and administrative expenses for the first six months of 2016 decreased $22.1 million or 18.0% from the first six months of 2015 . This decreases were primarily related to the impact of lower compensation costs associated with Project Orion in the Harsco Metals & Minerals Segment as well as for Corporate; lower professional fees; decreased agent and broker commissions in the Harsco Industrial Segment due to lower volume; lower pension expense; and foreign currency translation.

Other (Income) Expenses
This income statement classification includes: net gains on disposal of non-core assets, certain foreign currency gains, employee termination benefit costs, costs associated with the potential separation of the Harsco Metals & Minerals Segment, impaired asset write-downs and other costs to exit activities. Additional information on Other (income) expenses is included in Note 13, Other (Income) Expenses, in Part I, Item 1, Financial Statements.
 
 
Three Months Ended
 
Six Months Ended
 
 
June 30
 
June 30
(In thousands)
 
2016
 
2015
 
2016
 
2015
Employee termination benefit costs
 
$
1,194

 
$
1,105

 
$
6,966

 
$
2,508

Harsco Metals & Minerals Segment separation costs
 
10

 
—

 
3,297

 
—

Net gains (a)
 
(105
)
 
(2,942
)
 
(757
)
 
(6,732
)
Foreign currency gains related to Harsco Rail Segment advances on contracts and other customer advances
 
—

 
—

 
—

 
(10,940
)
Other
 
148

 
1,479

 
864

 
1,601

Other (income) expenses
 
$
1,247

 
$
(358
)
 
$
10,370

 
$
(13,563
)
(a) Net gains result from the sales of redundant properties (primarily land, buildings and related equipment) and non-core assets.

Interest Expense
Interest expense during the second quarter and first six months of 2016 increased $2.0 million and $2.5 million , respectively, from the second quarter and first six months of 2015.  The increase primarily relates to increased interest rates associated with the Company's Senior Secured Credit Facilities and other financing costs partially offset by lower debt levels.

Change in Fair Value to the Unit Adjustment Liability and Loss on Dilution of Equity Method Investment
The Change in fair value to the unit adjustment liability and loss on dilution of equity method investment decreased during the second quarter of 2016 by $0.7 million compared to the second quarter of 2015 but increased during the first six months of 2016 by $9.3 million compared to the first six months of 2015. The increase in the first six months of 2016 resulted from the Company's election not to make the quarterly cash payments to the Company's partner in the Infrastructure strategic venture for the remainder of 2016. Instead, the Company will transfer approximately 3% of its ownership interest in satisfaction of the Company's 2016 obligation related to the unit adjustment liability. This is a non-cash expense. See Note 4, Equity Method Investments and Note 11, Derivative Instruments, Hedging Activities and Fair Value, in Part I, Item 1, Financial Statements for additional information.

Income Tax Expense
Income tax expense related to continuing operations for the second quarter and first six months of 2016 was $12.0 million and $9.8 million , respectively, compared with $7.1 million and $20.0 million for the second quarter and first six months of 2015 , respectively. The income tax expense for the second quarter of 2016 compared with the second quarter of 2015 increased primarily due to the change in mix of income, as well as reduction in the income tax benefit on the Company's equity loss in unconsolidated entities. The income tax expense for the first six months of 2016 compared with the first six months of 2015 decreased primarily due to the decrease in income in profitable jurisdictions, as well as the expiration of statute of limitations for uncertain tax positions in certain foreign jurisdictions in 2016.

Income (Loss) from Continuing Operations
The Loss from continuing operations was $26.1 million in the second quarter of 2016 compared with Income from continuing operations of $7.5 million in the second quarter of 2015 . This change is primarily related to decreased operating income from continuing operations, including the Harsco Rail Segment's estimated loss provision of $40.1 million related to the Company's contracts with the SBB, and increased income tax expense, partially offset by decreased equity in loss of unconsolidated entities.



33
Table of Contents

The Loss from continuing operations was $35.4 million in the first six months of 2016 compared with Income from continuing operations of $23.7 million in the first six months of 2015 . This change is primarily related to decreased operating income from continuing operations, including the Harsco Rail Segment's estimated loss provision of $40.1 million related to the Company's contracts with the SBB, and the loss on dilution of the Company's equity method investment in the Infrastructure strategic venture, partially offset by decreased income tax expense and increased equity in income of unconsolidated entities.


Liquidity and Capital Resources
Overview  
The Company continues to have adequate financial liquidity and borrowing capacity.  The Company currently expects operational and business needs to be met by cash provided by operations supplemented with borrowings from time to time due to historical patterns of seasonal cash flow and for the funding of various projects. The Company continues to assess its capital needs in the context of operational trends and strategic initiatives.
The Company continues to implement and perform capital efficiency initiatives to enhance liquidity.  These initiatives have included: prudent allocation of capital spending to those projects where the highest results can be achieved; optimization of worldwide cash positions; reductions in discretionary spending; and frequent evaluation of customer and business-partner credit risk. 
The Company continues to focus on improving working capital efficiency. The Company's Continuous Improvement initiatives include improving the effective and efficient use of working capital, particularly in accounts receivable and inventories.
During the first six months of 2016 , the Company generated $28.6 million in operating cash flow, a decrease from the
$45.2 million generated in the first six months of 2015 . In the first six months of 2016 , the Company invested $32.2 million in capital expenditures, mostly for the Harsco Metals & Minerals Segment, compared with $63.2 million in the first six months of 2015 . The Company generated $5.1 million in cash flow from asset sales in the first six months of 2016 compared with
$13.4 million in the first six months of 2015 . Asset sales have been a normal part of the Company's business model, primarily for the Harsco Metals & Minerals Segment. The Company paid $4.1 million and $32.9 million in dividends to stockholders in the first six months of 2016 and 2015 , respectively. The Company has suspended the quarterly dividend to preserve financial flexibility. The Board of Directors will continue to evaluate the Company's dividend policy each quarter.
The Company's net cash payments on debt were $23.6 million in the first six months of 2016 , principally due to the utilization of operating cash flow and proceeds from the termination of a cross-currency interest rate swap ("CCIR"). The Company’s consolidated net debt to consolidated EBITDA ratio (as defined by the Credit Agreement) was 2.9 to 1.0 at June 30, 2016 .
Sources and Uses of Cash
On December 2, 2015, the Company, entered into (i) an amendment and restatement agreement (the “Amendment Agreement”) and (ii) a second amended and restated credit agreement (the “Credit Agreement” and, together with the Amendment Agreement, the “Financing Agreements”). The Financing Agreements increased the Company's overall borrowing capacity from $500 million to $600 million by (i) amending and restating the Company’s existing credit agreement, (ii) establishing a term loan facility in an initial aggregate principal amount of $250 million, by converting a portion of the outstanding balance under the Initial Credit Agreement on a dollar-for-dollar basis (such facility, the “Term Loan Facility”) and (iii) reducing the revolving credit facility limit to $350 million (the “Revolving Credit Facility” and together with the Term Loan Facility, the “Senior Secured Credit Facilities”).

The Company’s principal sources of liquidity are cash provided by operations and borrowings under its Senior Secured Credit Facilities, augmented by cash proceeds from asset sales.  The primary drivers of the Company’s cash flow from operations are the Company’s revenues and income.  Cash returns on capital investments made in the prior years, for which limited cash is currently required, are a significant source of cash provided by operations.  Depreciation expense related to these investments is a non-cash charge. 
 
The Company plans to redeploy discretionary cash primarily for debt reduction and secondarily for potential growth opportunities, such as disciplined organic growth and higher-return service contracts opportunities for the Harsco Metals & Minerals Segment, and strategic investments or possible acquisitions in the Harsco Rail and Harsco Industrial Segments that improve competitive positioning in core markets or adjacent markets.




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Table of Contents

Resources available for cash requirements for operations and growth initiatives
In addition to utilizing cash provided by operations and cash proceeds from asset sales, the Company has bank credit facilities available throughout the world.  The Company also utilizes capital leases to finance the acquisition of certain equipment when appropriate, which allows the Company to minimize capital expenditures. The Company expects to continue to utilize all of these sources to meet future cash requirements for operations and growth initiatives.
The following table illustrates the Company's available credit at June 30, 2016 :
 
 
June 30, 2016
(In millions)
 
Facility Limit
 
Outstanding
Balance
 
Outstanding Letters of Credit
 
Available
Credit
Multi-year revolving credit agreement
 
$
350.0

 
$
152.0

 
$
43.5

 
$
154.5


At June 30, 2016 , the Company had $395.8 million of borrowings under the Senior Secured Credit Facilities consisting of $243.8 million under the Term Loan Facility and $152.0 million under the Revolving Credit Facility. At June 30, 2016 , of this balance, $377.0 million was classified as long-term debt and $18.8 million was classified as current maturities of long-term debt in the Condensed Consolidated Balance Sheets. At December 31, 2015, the Company had $415.0 million of borrowings under the Senior Secured Credit Facilities consisting of $250.0 million under the Term Loan Facility and $165.0 million under the Revolving Credit Facility. At December 31, 2015, of this balance, $380.5 million was classified as long-term debt,
$22.0 million was classified as short-term borrowings and $12.5 million was classified as current maturities of long-term debt in the Condensed Consolidated Balance Sheets.

Working Capital Position
Changes in the Company’s working capital are reflected in the following table:
(Dollars in millions)
 
June 30
2016
 
December 31
2015
 
Increase
(Decrease)
Current Assets
 
 

 
 

 
 

Cash and cash equivalents
 
$
69.2

 
$
79.8

 
$
(10.5
)
Trade accounts receivable, net
 
265.2

 
254.9

 
10.4

Other receivables
 
16.9

 
30.4

 
(13.5
)
Inventories
 
208.2

 
217.0

 
(8.7
)
Other current assets
 
80.5

 
82.5

 
(2.0
)
Total current assets
 
640.1

 
664.5

 
(24.4
)
Current Liabilities
 
 

 
 

 
 

Short-term borrowings and current maturities
 
45.7

 
55.3

 
(9.6
)
Accounts payable
 
113.5

 
136.0

 
(22.5
)
Accrued compensation
 
40.7

 
38.9

 
1.8

Income taxes payable
 
7.2

 
4.4

 
2.8

Advances on contracts and other customer advances
 
107.9

 
107.3

 
0.7

Due to unconsolidated affiliate
 
7.7

 
7.7

 
—

Unit adjustment liability
 
11.7

 
22.3

 
(10.6
)
Other current liabilities
 
133.5

 
134.2

 
(0.7
)
Total current liabilities
 
467.9

 
506.1

 
(38.2
)
Working Capital
 
$
172.2

 
$
158.4

 
$
13.8

Current Ratio (a)
 
1.4
:1
 
1.3
:1
 
 

 
(a) Calculated as Total current assets divided by Total current liabilities.
Working capital increased $13.8 million or 8.7% for the first six months of 2016 due primarily to the following factors:
•
Working capital was positively affected by a decrease in Accounts payable of $22.5 million primarily due to the timing of payments.
•
Working capital was positively affected by a decrease in the Unit adjustment liability of $10.6 million due to the Company's decision not to make cash payments to the Company's partner in the Infrastructure strategic venture. See Note 4, Equity Method Investments and Note 11, Derivative Instruments, Hedging Activities and Fair Value, in Part I, Item 1, Financial Statements for additional information.

These working capital increases were partially offset by the following factor:
•
Working capital was negatively impacted by a decrease in Other receivables of $13.5 million primarily due to income tax refunds received and the timing of proceeds received from certain asset sales; and


35
Table of Contents

Certainty of Cash Flows
The certainty of the Company's future cash flows is underpinned by the long-term nature of the Company's metals services contracts; the order backlog for the Company's railway track maintenance services and equipment; and overall discretionary cash flows (operating cash flows plus cash from asset sales in excess of the amounts necessary for capital expenditures to maintain current revenue levels) generated by the Company. Historically, the Company has utilized these discretionary cash flows for growth-related capital expenditures, strategic acquisitions, debt repayment and dividend payments.
The types of products and services that the Company provides are not subject to rapid technological change, which increases the stability of related cash flows. Additionally, the Company believes each business in its portfolio is a leader in the industries and major markets the Company serves. Due to these factors, the Company is confident in the Company's future ability to generate positive cash flows from operations.
The Company has historically generated the majority of its cash flows in the second half of the year.  Additionally, the Company’s cash flows have been negatively impacted in the near term by reduced steel production, weaker commodity prices and demand, and the impact of site exits in the Harsco Metals & Minerals Segment.
Cash Flow Summary
The Company’s cash flows from operating, investing and financing activities, as reflected in the Condensed Consolidated Statements of Cash Flows, are summarized in the following table:
 
 
Six Months Ended
 
 
June 30
(In millions)
 
2016
 
2015
Net cash provided (used) by:
 
 

 
 

Operating activities
 
$
28.6

 
$
45.2

Investing activities
 
(27.7
)
 
(73.6
)
Financing activities
 
(18.4
)
 
25.0

Effect of exchange rate changes on cash
 
7.1

 
7.7

Net change in cash and cash equivalents
 
$
(10.5
)
 
$
4.3

 
Cash provided by operating activities — Net cash provided by operating activities in the first six months of 2016 was $28.6 million , a decrease of $16.6 million from cash provided by operating activities in the first six months of 2015 .  The decrease is primarily attributable to timing of accounts payable and lower cash net income partially offset by the timing of accounts receivable invoicing and collections, an increase in accrued compensation and timing of inventory purchases.
Included in the Cash flows from operating activities section of the Condensed Consolidated Statement of Cash Flows is the caption Other, net. For the first six months ended June 30, 2015 , this caption included the Harsco Rail Segment foreign exchange gain which is reflected in the Effect of exchange rate changes on cash caption.
Also included in the Cash flows from operating activities section of the Condensed Consolidated Statements of Cash Flows is the caption, Other assets and liabilities. For the first six months ended June 30, 2016 and 2015 , the decreases in this caption were $24.8 million and $21.4 million , respectively. A summary of the major components of this caption for the periods presented is as follows:
 
 
Six Months Ended
 
 
June 30
(In millions)
 
2016
 
2015
Net cash provided (used) by:
 
 
 
 
  Change in net defined benefit pension liabilities
 
$
(13.9
)
 
$
(18.1
)
  Change in noncurrent insurance liabilities
 
(5.2
)
 
(3.9
)
  Other
 
(5.7
)
 
0.6

  Total
 
$
(24.8
)
 
$
(21.4
)
Cash used by investing activities — Net cash used by investing activities in the first six months of 2016 was $27.7 million , a decrease of $45.9 million from the cash used by investing activities in the first six months of 2015 .  The decrease was primarily due to a lower level of capital expenditures in the Harsco Metals & Minerals Segment and the Company's decision not to make cash payments, during 2016, to the Company's partner in the Infrastructure strategic venture. See Note 4, Equity Method Investments and Note 11, Derivative Instruments, Hedging Activities and Fair Value, in Part I, Item 1, Financial Statements for additional information.

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Table of Contents

Cash provided (used) by financing activities — Net cash used by financing activities in the first six months of 2016 was $18.4 million , an increase of $43.4 million from cash provided by financing activities in the first six months of 2015 .  The change was primarily due to net cash payments on debt of $23.6 million in the first six months of 2016 compared with net cash borrowings of $73.8 million in the first six months of 2015 . This was partially offset by proceeds from the termination of a CCIR, lower cash dividends and no repurchases of the Company's common stock occurring the first six months of 2016 .
Debt Covenants
The Credit Agreement contains a consolidated net debt to consolidated EBITDA ratio covenant, which is not to exceed
4.0 to 1.0, and a minimum consolidated EBITDA to consolidated interest charges ratio covenant, which is not to be less than 3.0 to 1.0. The consolidated net debt to consolidated EBITDA ratio covenant is reduced to 3.75 to 1.0 after December 31, 2016 and to 3.5 to 1.0 after June 30, 2017. Additionally, upon the completion of the potential separation of the Harsco Metals & Minerals Segment, the Company would be required to repay the Term Loan Facility, and the consolidated net debt to consolidated EBITDA ratio would be reduced to 3.0 to 1.0 for the Credit Agreement. The Company’s 5.75% notes include covenants that require the Company to offer to repurchase the notes at 101% of par in the event of a change of control of the Company or disposition of substantially all of the Company’s assets in combination with a downgrade in the Company’s credit rating to non-investment grade.  At June 30, 2016 , the Company was in compliance with these covenants, as the total net debt to consolidated EBITDA ratio was 2.9 to 1.0 and total consolidated EBITDA to consolidated interest charges was 5.8 to 1.0. Based on balances and covenants in effect at June 30, 2016 , the Company could increase net debt by $312.7 million and still be in compliance with these debt covenants.  The Company expects to continue to be in compliance with these debt covenants for at least the next twelve months.

Cash Management
The Company has various cash management systems throughout the world that centralize cash in various bank accounts where it is economically justifiable and legally permissible to do so. These centralized cash balances are then redeployed to other operations to reduce short-term borrowings and to finance working capital needs or capital expenditures. Due to the transitory nature of cash balances, they are normally invested in bank deposits that can be withdrawn at will or in very liquid short-term bank time deposits and government obligations. The Company's policy is to use the largest banks in the various countries in which the Company operates. The Company monitors the creditworthiness of banks and when appropriate will adjust banking operations to reduce or eliminate exposure to less creditworthy banks.

At June 30, 2016 , the Company's consolidated cash and cash equivalents included $67.5 million held by non-U.S. subsidiaries. At June 30, 2016 , approximately 12% of the Company's consolidated cash and cash equivalents had regulatory restrictions that would preclude the transfer of funds with and among subsidiaries. The cash and cash equivalents held by non-U.S. subsidiaries also included $16.8 million held in consolidated strategic ventures. The strategic venture agreements may require strategic venture partner approval to transfer funds with and among subsidiaries. While the Company's remaining non-U.S. cash and cash equivalents can be transferred with and among subsidiaries, the majority of these non-U.S. cash balances will be used to support the ongoing working capital needs and continued growth of the Company's non-U.S. operations.
The Company's financial position and debt capacity should enable it to meet current and future requirements. The Company continues to assess its capital needs in the context of operational trends, capital market conditions and strategic initiatives.

Recently Adopted and Recently Issued Accounting Standards
 
Information on recently adopted and recently issued accounting standards is included in Note 2, Recently Adopted and Recently Issued Accounting Standards, in Part I, Item 1, Financial Statements.

 
ITEM 3      QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
 
Market risks have not changed significantly from those disclosed in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2015 .

 

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Table of Contents

ITEM 4.         CONTROLS AND PROCEDURES
 
Based on the evaluation required by Securities Exchange Act Rules 13a-15(b) and 15d-15(b), the Company’s management, including the Chief Executive Officer and Chief Financial Officer, conducted an evaluation of the effectiveness of disclosure controls and procedures, as defined in Securities Exchange Act Rules 13a-15(e) and 15d-15(e), at June 30, 2016 .  Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the disclosure controls and procedures were effective at June 30, 2016 .  There have been no changes in internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, internal control over financial reporting during the second quarter of 2016 .

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Table of Contents

PART II — OTHER INFORMATION  

ITEM 1.         LEGAL PROCEEDINGS
Information on legal proceedings is included in Note 9, Commitments and Contingencies, in Part I, Item 1, Financial Statements.

ITEM 1A.      RISK FACTORS
Economic conditions and regulatory changes following the United Kingdom’s referendum on withdrawal from the European Union could have a negative impact on our business and results of operations.

In June 2016, a majority of voters in the U.K. approved a withdrawal from the European Union ("EU") in a national referendum (often referred to as Brexit). The referendum was advisory, and the terms of any withdrawal are subject to a negotiation period that could last at least two years after the government of the U.K. formally initiates a withdrawal process. Nevertheless, the referendum has created significant uncertainty about the future relationship between the U.K. and the EU, including with respect to the laws and regulations that will apply as the U.K. determines which EU laws to replace or replicate in the event of a withdrawal. The referendum has also given rise to calls for the governments of other EU member states to consider withdrawal. These developments, or the perception that any of them could occur, have had and may continue to have a material adverse effect on global economic conditions and the stability of global financial markets.

Our business, particularly the Company's Harsco Metals & Minerals Segment, whose headquarters is in the U.K., could be adversely impacted by the likely exit of the U.K. from the EU. Adverse consequences such as deterioration in economic conditions and volatility in currency exchange rates could have a negative impact on our operations, financial condition and results of operations. In addition, incremental regulatory controls and regulations governing trade between the U.K. and the rest of the EU could have adverse consequences on the steel industry in the U.K. and/or the EU, and could negatively impact our operations and financial condition.

ITEM 6.         EXHIBITS

See the Exhibit Index following the signature page to this Quarterly Report on Form 10-Q for a list of exhibits filed or furnished with this report, which Exhibit Index is incorporated herein by reference.

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Table of Contents

SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
 
 
 
 
HARSCO CORPORATION
 
 
 
(Registrant)
 
 
 
 
 
 
 
 
 
 
 
 
DATE
August 4, 2016
 
/s/ PETER F. MINAN
 
 
 
Peter F. Minan
 
 
 
Senior Vice President and Chief Financial Officer
 
 
 
(On behalf of the registrant and as Principal Financial and Chief Accounting Officer)

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Table of Contents

EXHIBIT INDEX

Exhibit
Number
 
Description
10.1
 
2016 Non-Employee Directors’ Long-Term Equity Compensation Plan (incorporated by reference to the Company’s Form S-8 dated May 6, 2016, Commission File Number 001-03970).
10.2
 
First Amendment to 2016 Non-Employee Directors' Long-Term Equity Compensation Plan.
10.3
 
Form of Restricted Stock Units Agreement (Non-Employee Director).
31.1
 
Certification Pursuant to Rule 13a-14(a) or 15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Chief Executive Officer).
31.2
 
Certification Pursuant to Rule 13a-14(a) or 15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Chief Financial Officer).
32
 
Certifications Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Chief Executive Officer and Chief Financial Officer).
101
 
The following financial statements from Harsco Corporation's Quarterly Report on Form 10-Q for the quarter ended June 30, 2016 filed with the Securities and Exchange Commission on August 4, 2016, formatted in XBRL (Extensible Business Reporting Language): (i) the Condensed Consolidated Balance Sheets; (ii) the Condensed Consolidated Statements of Operations; (iii) the Condensed Consolidated Statements of Comprehensive Loss; (iv) the Condensed Consolidated Statements of Cash Flows; (v) the Condensed Consolidated Statements of Equity; and (vi) the Notes to Condensed Consolidated Financial Statements.



41
Exhibit 10.2


HARSCO CORPORATION
2016 Non-Employee Directors’
Long-Term Equity Compensation Plan

First Amendment
Pursuant to Article XIII, the Board of Directors of Harsco Corporation hereby amends the 2016 Non-Employee Directors’ Long-Term Equity Compensation Plan, effective July 27, 2016, as follows:
1. Section II(V) (Period of Restriction) is amended by deleting the current section in its entirety and replacing it with the following:

V.      “Period of Restriction” means the period, if any, during which the transfer of Shares of Restricted Stock or Restricted Stock Units is limited in some way (based on the passage of time or upon the occurrence of other events as determined by the Committee, at its discretion, as specified in the Award Agreement), and the Shares are subject to a substantial risk of forfeiture, as provided herein.

2. Section VIII(D) (Other Restrictions) is amended by deleting the current section in its entirety and replacing it with the following:

D.      OTHER RESTRICTIONS. Subject to the terms hereof, the Committee may impose such other conditions and/or restrictions on any Shares of Restricted Stock granted pursuant to the Plan as it may deem advisable including, without limitation, a requirement that Participants pay a stipulated purchase price for each Share of Restricted Stock, time-based restrictions on vesting and/or restrictions under applicable federal or state securities laws.

3. Section VIII(G) (Vesting of Restricted Stock Awards) is amended by deleting the current section in its entirety and replacing it with the following:

G.      VESTING OF RESTRICTED STOCK AWARDS. Unless otherwise provided in the Plan or under an Award Agreement, all Awards of Restricted Stock that vest based on the passage of time which are granted to a Participant shall vest no more rapidly than one (1) year from the date of grant; provided, however, up to five percent (5%) of the Restricted Stock Awards, may by designation of the Committee (as reflected in the Award Agreement), be subject to a more accelerated time-based vesting schedule. Notwithstanding the foregoing, if such an award was not previously vested or forfeited, it shall vest and become non-forfeitable on an accelerated basis upon the termination of the Participant's service as a director due to death, Disability or retirement under the Company’s then-applicable mandatory retirement policy.


Exhibit 10.3



HARSCO CORPORATION
FORM OF
RESTRICTED STOCK UNITS AGREEMENT
(Directors)

This Agreement (the “Agreement”) is made as of this __th day of ____ 201_ (the “Date of Grant”) by and between Harsco Corporation, a Delaware corporation (the “Company”) and ______________________, a non-employee director of the Company (the “Grantee”).

1.
Grant of Restricted Stock Units. Subject to and upon the terms, conditions and restrictions set forth in this Agreement and in the Company’s 2016 Non-Employee Directors’ Long-Term Equity Compensation Plan (the “Plan”), the Company hereby grants to the Grantee as of the Date of Grant the amount of _______________________________________ (____________) Restricted Stock Units (the “Restricted Stock Units”). The Restricted Stock Units shall become vested in accordance with Section 3 hereof. Each Restricted Stock Unit shall represent one hypothetical share of Common Stock, $1.25 par value of the Company (the “Common Stock”) and shall at all times be equal in value to one share of Common Stock. The Restricted Stock Units will be credited to the Grantee in an account established for the Grantee until payment in accordance with Section 4 hereof.

2.
Restrictions on Transfer of Restricted Stock Units. Neither the Restricted Stock Units granted hereby nor any interest therein or in the Common Stock related thereto shall be transferable prior to vesting.

3.
Vesting of Restricted Stock Units. The Restricted Stock Units shall become vested and non-forfeitable as set forth in Section IX. of the Plan (such date the Restricted Stock Units vest, the “Vesting Date”).

4.
Issuance of the Common Stock.

(a)
The Company will issue to the Grantee the Common Stock underlying the vested Restricted Stock Units, together with cash in lieu of any fractional share, as soon as practicable following the Vesting Date.

(b)
The Company’s obligations to the Grantee with respect to the Restricted Stock Units will be satisfied in full upon the issuance of shares of Common Stock corresponding to such Restricted Stock Units.

5.
Dividend, Voting and Other Rights.

(a)
The Grantee shall have no rights of ownership in the Restricted Stock Units and shall have no right to vote Restricted Stock Units until the date on which the Restricted Stock Units are transferred to the Grantee pursuant to Section 4 above and a stock certificate (or certificates) representing such shares of Common Stock is issued to the Grantee.

(b)
Whenever dividends are paid or distributions made with respect to the Common Stock, the Grantee shall be entitled to dividend equivalents in an amount equal in value to the amount of the dividend paid or property distributed on a single share of Common Stock multiplied by the number of Restricted Stock Units (including any fractional share) credited to the Grantee’s account as of the record date for such dividend or distribution.



Exhibit 10.3

(c)
The obligations of the Company under this Agreement will be merely that of an unfunded and unsecured promise of the Company to deliver shares of Common Stock in the future, and the rights of the Grantee will be no greater than that of an unsecured general creditor. No assets of the Company will be held or set aside as security for the obligations of the Company under this Agreement.

6.
Adjustments. The number of shares of Common Stock issuable pursuant to the Restricted Stock Units is subject to adjustment as provided in Section XIII. of the Plan.

7.
Compliance with Law. The Company shall make reasonable efforts to comply with all applicable federal and state securities laws; provided , however , notwithstanding any other provision of this Agreement, the Company shall not be obligated to issue any shares of Common Stock pursuant to this Agreement if the issuance thereof would result in a violation of any such law.

8.
Compliance with Section 409A of the Code. To the extent applicable, it is intended that this Agreement and the Plan comply with the provisions of Section 409A of the Code. This Agreement and the Plan shall be administered in a manner consistent with this intent, and any provision that would cause this Agreement or the Plan to fail to satisfy Section 409A of the Code shall have no force or effect until amended to comply with Section 409A of the Code (which amendment may be retroactive to the extent permitted by Section 409A of the Code and may be made by the Company without the consent of the Grantee).

9.
Interpretation. Any reference in this Agreement to Section 409A of the Code will also include any proposed, temporary or final regulations, or any other guidance, promulgated with respect to such Section by the U.S. Department of the Treasury or the Internal Revenue Service. Except as expressly provided in this Agreement, capitalized terms used herein will have the meaning ascribed to such terms in the Plan.

10.
No Right to Continue as a Director. This award will not confer upon the Grantee any right with respect to continuance of service as a director of the Company.

11.
Amendments. Any amendment to the Plan shall be deemed to be an amendment to this Agreement to the extent that the amendment is applicable hereto; provided , however , that no amendment shall adversely affect the rights of the Grantee under this Agreement without the Grantee’s consent.

12.
Severability. In the event that one or more of the provisions of this Agreement shall be invalidated for any reason by a court of competent jurisdiction, any provision so invalidated shall be deemed to be separable from the other provisions hereof, and the remaining provisions hereof shall continue to be valid and fully enforceable.

13.
Relation to Plan. This Agreement is subject to the terms and conditions of the Plan. In the event of any inconsistency between the provisions of this Agreement and the Plan, the Plan shall govern. The Board acting pursuant to the Plan, as constituted from time to time, shall, except as expressly provided otherwise herein, have the right to determine any questions which arise in connection with the grant of the Restricted Stock Units.









Exhibit 10.3

This Agreement is executed by the Company on the day and year first set forth above.

HARSCO CORPORATION
 
 
By:
 
 
Russell C. Hochman
 
Senior Vice President and General Counsel, Chief Compliance Officer & Secretary


The undersigned hereby acknowledges receipt of an executed original of this Agreement and accepts the award of Restricted Stock Units granted hereunder on the terms and conditions set forth herein and in the Company’s 2016 Non-Employee Directors’ Long-Term Equity Compensation Plan.



Date: ________________, 201_          _______________________________
                            





Exhibit 31.1
 
HARSCO CORPORATION
CERTIFICATION PURSUANT TO RULE 13a-14(a) OR 15d-14(a)
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
 
I, F. Nicholas Grasberger, III, certify that:
1.               I have reviewed this Quarterly Report on Form 10-Q of Harsco Corporation;
2.               Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.               Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.               The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)          Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)          Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)           Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)          Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.               The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a)          All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)          Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. 
August 4, 2016
 
 
 
/s/ F. NICHOLAS GRASBERGER, III
 
F. Nicholas Grasberger, III
 
President and Chief Executive Officer
 
 
 





Exhibit 31.2
 
HARSCO CORPORATION
CERTIFICATION PURSUANT TO RULE 13a-14(a) OR 15d-14(a)
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
 
I, Peter F. Minan, certify that:
1.               I have reviewed this Quarterly Report on Form 10-Q of Harsco Corporation;
2.               Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.               Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.               The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)          Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; 
(b)          Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)           Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)          Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and 
5.               The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a)          All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)          Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. 
August 4, 2016
 
 
 
/s/ PETER F. MINAN
 
Peter F. Minan
 
Senior Vice President and Chief Financial Officer
 






Exhibit 32

HARSCO CORPORATION
CERTIFICATIONS PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Harsco Corporation (the "Company") on Form 10-Q for the period ending June 30, 2016 , as filed with the Securities and Exchange Commission on the date hereof (the "Report"), we certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of our knowledge:
(1)
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
August 4, 2016
/s/ F. NICHOLAS GRASBERGER, III
F. Nicholas Grasberger, III
President and Chief Executive Officer
/s/ PETER F. MINAN
Peter F. Minan
Senior Vice President and Chief Financial Officer

A signed original of this written statement required by Section 906 has been provided to Harsco Corporation and will be retained by Harsco Corporation and furnished to the Securities and Exchange Commission or its staff upon request.