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☒
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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OR
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☐
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
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23-1483991
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||
(State or other jurisdiction of incorporation or organization)
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(I.R.S. employer identification number)
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350 Poplar Church Road,
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Camp Hill,
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Pennsylvania
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17011
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(Address of principal executive offices)
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(Zip Code)
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common stock, par value $1.25 per share
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HSC
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New York Stock Exchange
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Large accelerated filer
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ý
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Accelerated filer
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o
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Non-accelerated filer
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o
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Smaller reporting company
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☐
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Emerging growth company
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☐
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Class
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Outstanding at January 31, 2020
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Common stock, par value $1.25 per share
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78,514,758
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Page
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•
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Further Penetrate Existing Sites. Given our broad services capabilities, we see significant potential for add-on services contracts at existing sites.
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•
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New Sites. We continue to pursue new services contracts in certain markets, particularly in emerging economies where out-sourcing opportunities are significant because of increased environmental awareness or where steel consumption (production) is set to grow.
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•
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Investment in Downstream Products. We see ample opportunities to expand certain products businesses, and our investment in a second SteelPhalt™ (road materials) plant in Europe is a recent example.
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•
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Innovation. We are at the forefront of innovation in our industry. Our Pure and Applied Innovation Programs are specifically focused on helping our customers solve their most pressing environmental challenges amid ever-increasing regulation. This initiative includes developing new customer or industry solutions, either in-house or externally, and expanding the usage of technologies that already exist within our business.
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•
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Serving Our Customers. We help our customers solve their most pressing sustainability challenges by providing services and products that meet their environmental and business objectives.
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•
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Preserving Our Environment. We strive to eliminate or reduce our global environmental impact by providing the highest-quality environmental management in our operations and improving our environmental footprint through continuous improvement efforts. Our Corporate Environmental Policy outlines our environmental stewardship commitments. We also expect all third parties that do business with the Company to share our environmental standards.
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•
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Protecting Our People. Safety is of paramount importance in everything we do - our goal, each and every day, is that our people return home unharmed. We are building a best-in-class Safety culture, and our cross-functional / cross-divisional Safety Committee is responsible for implementing best practices with a goal of eliminating all incidents within our business activities.
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•
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Investing in Our People & Communities. We invest in career development of our employees, knowing that diversity of perspective, backgrounds and talents strengthens our business. We are also committed to building strong, sustainable communities where we live and work.
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•
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Excellence in Corporate Governance. Our Code of Conduct and Core Values lie at the center of all we do. Through these policies and guidelines, we have equipped every employee with the tools, training, and guidance to always do the right things, the right way. Additionally, Environmental, Social and Governance ("ESG") oversight is provided by the Nominating & Corporate Governance Committee of the Company’s Board of Directors.
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•
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The Harsco Environmental Segment may be adversely impacted by prolonged slowdowns in steel mill production, excess production capacity, bankruptcy or receivership of steel producers and changes in outsourcing practices;
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•
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The resource recovery and slag optimization technologies business of the Harsco Environmental Segment can also be adversely impacted by prolonged slowdowns in customer production or a reduction in the selling prices of its materials, which are in some cases market-based and vary based upon the current fair value of the components being sold. Therefore, the revenue generated from the sale of such recycled materials varies based upon the fair value of the commodity components being sold;
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•
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The abrasives and roofing materials business of the Harsco Environmental Segment may be adversely impacted by economic conditions that slow the rate of residential roof replacement, or by slowdowns in the industrial and infrastructure refurbishment industries;
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•
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The Harsco Rail Segment may be adversely impacted by developments in the railroad industry that lead to lower capital spending or reduced track maintenance spending; and
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•
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Capital constraints and increased borrowing costs may also adversely impact the financial position and operations of the Company's customers across all business segments.
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•
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imposition of or increases in currency exchange controls and hard currency shortages;
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•
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customs matters and changes in trade policy or tariff regulations;
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•
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changes in regulatory requirements in the countries in which the Company does business;
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•
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changes in tax regulations, higher tax rates in certain jurisdictions and potentially adverse tax consequences including restrictions on repatriating earnings, adverse tax withholding requirements and "double taxation;"
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•
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longer payment cycles and difficulty in collecting accounts receivable;
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•
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complexities in complying with a variety of U.S. and foreign government laws, controls and regulations;
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•
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political, economic and social instability, civil and political unrest, terrorist actions and armed hostilities in the regions or countries in which, or adjacent to which, the Company does business;
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•
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increasingly complex laws and regulations concerning privacy and data security, including the European Union's ("EU") General Data Protection Regulation ("GDPR");
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•
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inflation rates in the countries in which the Company does business;
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•
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complying with complex labor laws in foreign jurisdictions;
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•
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laws in various international jurisdictions that limit the right and ability of subsidiaries to pay dividends and remit earnings to affiliated companies unless specified conditions are met;
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•
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sovereign risk related to international governments, including, but not limited to, governments stopping interest payments or repudiating their debt, nationalizing private businesses or altering foreign exchange regulations;
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•
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uncertainties arising from local business practices, cultural considerations and international political and trade tensions; and
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•
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public health issues or other calamities impacting regions or countries in which the Company operates, including travel to and/or imports or exports to or from such regions or countries.
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•
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British pound sterling weakened by 4%;
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•
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Euro weakened by 5%;
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•
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Chinese yuan weakened by 4%; and
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•
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Brazilian real weakened by 7%
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•
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British pound sterling strengthened by 4%;
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•
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Euro weakened by 2%;
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•
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Chinese yuan weakened by 1%; and
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•
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Brazilian real weakened by 3%
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•
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The Harsco Environmental Segment is sustained mainly through contract renewals and new contract signings. The Company may be unable to renew contracts at historical price levels or to obtain additional contracts at historical rates as a result of competition. If the Company is unable to renew its contracts at the historical rates or renewals are made at reduced prices, or if its customers terminate their contracts, revenue and results of operations may decline.
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•
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The Harsco Rail Segment competes with companies that manufacture similar products both internationally and domestically. Certain international competitors export their products into the U.S. and sell them at lower prices, which can be the result of lower labor costs and government subsidies for exports. In addition, certain competitors may from time to time sell their products below their cost of production in an attempt to increase their market share. Such practices may limit the prices the Company can charge for its products and services. Unfavorable foreign exchange rates can also adversely impact the Company's ability to match the prices charged by international competitors. If the Company is unable to match the prices charged by competitors, it may lose customers.
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•
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the continuing evolution of environmental laws and regulatory requirements;
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•
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the availability and application of technology;
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•
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the allocation of cost among potentially responsible parties;
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•
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the years of remedial activity required; and
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•
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the remediation methods selected.
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•
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the ability to manage attrition;
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•
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the ability to forecast the need for services, which allows the Company to maintain an appropriately sized workforce;
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•
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the ability to transition employees from completed projects to new projects or between segments; and
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•
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the need to devote resources to non-revenue generating activities such as training or business development.
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Location
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Principal Products \ Services
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Interest
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Harsco Environmental Segment
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Taiyuan City, China
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Environmental Services
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Leased
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Tangshan, China
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Environmental Services
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Leased
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Rotherham, U.K.
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Environmental Services
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Owned
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Drakesboro, Kentucky, U.S.
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Applied Products - Roofing Granules/Abrasives
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Owned
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Sarver, Pennsylvania, U.S.
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Environmental Services
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Owned
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Chesterfield, U.K.
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Aluminum Dross and Scrap Processing Systems
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Owned
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Harsco Clean Earth Segment
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Middlesex, New Jersey, U.S.
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Contaminated Materials Processing
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Leased
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Hudson, New Jersey, U.S.
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Hazardous Waste Processing
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Owned/Leased
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New Castle, Delaware, U.S.
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Contaminated Materials Processing
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Leased
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Prince Georges, Maryland, U.S.
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Contaminated Materials Processing
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Owned
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Marshall, Kentucky, U.S.
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Hazardous Waste Processing
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Owned
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Wayne, Michigan, U.S.
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Hazardous Waste Processing
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Owned
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Harsco Rail Segment
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Columbia, South Carolina, U.S.
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Rail Maintenance-of-way Equipment
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Owned
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Name
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Age
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Position with the Company
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Executive Officers:
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F. Nicholas Grasberger III
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56
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Chairman, President and Chief Executive Officer
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Peter F. Minan
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58
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Senior Vice President and Chief Financial Officer
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Samuel C. Fenice
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45
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Vice President and Corporate Controller
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Jeswant Gill
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57
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Senior Vice President and Group President - Harsco Rail
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Russell C. Hochman
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55
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Senior Vice President and General Counsel, Chief Compliance Officer & Corporate Secretary
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Tracey L. McKenzie
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52
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Senior Vice President and Chief Human Resources Officer
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December 2014
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December 2015
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December 2016
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December 2017
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December 2018
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December 2019
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||||||
Harsco Corporation
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100.00
|
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44.23
|
|
76.96
|
|
105.54
|
|
112.39
|
|
130.21
|
|
S&P Smallcap 600
|
100.00
|
|
98.03
|
|
124.06
|
|
140.48
|
|
128.56
|
|
157.85
|
|
Dow Jones US Diversified Industrials
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100.00
|
|
112.84
|
|
125.21
|
|
116.95
|
|
87.62
|
|
111.19
|
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Period
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Total Number of Shares Purchased
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Average Price Paid per Share
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Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
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Maximum Number (or Approximate Dollar Value) of Shares that May Yet Be Purchased Under the Plans or Programs
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||||||
October 1, 2019 - October 31, 2019
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349,270
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$
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17.42
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349,270
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$
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13,151,485
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(In thousands, except per share, employee information and percentages)
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2019 (b) (c)
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2018 (c)
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2017
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2016
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2015
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||||||||||
Statement of operations information
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||||||||||||||||||||
Revenues from continuing operations (a)
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$
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1,503,742
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$
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1,347,672
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$
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1,307,470
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|
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$
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1,203,681
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|
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$
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1,365,836
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Amounts attributable to Harsco Corporation common stockholders (a)
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||||||||||||||||||||
Income (loss) from continuing operations, net of tax (d)
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$
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28,231
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$
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100,578
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$
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(6,810
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)
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$
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(102,550
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)
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$
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(33,824
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)
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Income from discontinued operations (d)
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475,688
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36,479
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|
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14,632
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|
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16,883
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|
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40,012
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|
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|||||
Net income (loss) attributable to Harsco Corporation
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503,919
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|
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137,057
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|
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7,822
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(85,667
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)
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6,188
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|
|
|||||
Financial position and cash flow information
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|
||||||||||||||||||||
Working capital (e)
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$
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187,918
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$
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188,038
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|
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$
|
117,964
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|
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$
|
122,602
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|
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$
|
120,267
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|
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Total assets (f) (g)
|
|
2,367,467
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|
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1,632,867
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|
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1,578,685
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|
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1,581,338
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|
|
2,051,887
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|
|
|||||
Long-term debt (g)
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|
775,498
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|
|
585,662
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|
|
566,794
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|
|
629,239
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|
|
845,621
|
|
|
|||||
Total debt (g)
|
|
781,811
|
|
|
602,229
|
|
|
586,623
|
|
|
659,072
|
|
|
900,934
|
|
|
|||||
Depreciation and amortization (h)
|
|
138,395
|
|
|
132,785
|
|
|
129,937
|
|
|
141,486
|
|
|
156,475
|
|
|
|||||
Capital expenditures (h)
|
|
(184,973
|
)
|
|
(132,168
|
)
|
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(98,314
|
)
|
|
(69,340
|
)
|
|
(123,552
|
)
|
|
|||||
Cash provided (used) by operating activities (h)(i)
|
|
(163
|
)
|
|
192,022
|
|
|
176,892
|
|
|
159,876
|
|
|
121,772
|
|
|
|||||
Cash provided (used) by investing activities (h)
|
|
(132,192
|
)
|
|
(161,143
|
)
|
|
(103,325
|
)
|
|
122,887
|
|
|
(130,373
|
)
|
|
|||||
Cash provided (used) by financing activities (h)(i)
|
|
125,734
|
|
|
(25,538
|
)
|
|
(83,715
|
)
|
|
(292,364
|
)
|
|
22,189
|
|
|
|||||
Ratios
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Return on average equity (j)
|
|
100.2
|
%
|
|
50.7
|
%
|
|
4.1
|
%
|
|
(29.5
|
)%
|
|
2.3
|
%
|
|
|||||
Current ratio (f) (k)
|
|
1.4
|
:1
|
|
1.5
|
:1
|
|
1.2
|
:1
|
|
1.3
|
:1
|
|
1.2
|
:1
|
|
|||||
Per share information attributable to Harsco Corporation common stockholders (d)
|
|
||||||||||||||||||||
Basic—Income (loss) from continuing operations
|
|
$
|
0.35
|
|
|
$
|
1.25
|
|
|
$
|
(0.08
|
)
|
|
$
|
(1.28
|
)
|
|
$
|
(0.42
|
)
|
|
Income (loss) from discontinued operations
|
|
5.97
|
|
|
0.45
|
|
|
0.18
|
|
|
0.21
|
|
|
0.50
|
|
|
|||||
Net income (loss)
|
|
$
|
6.33
|
|
(m)
|
$
|
1.70
|
|
|
$
|
0.10
|
|
|
$
|
(1.07
|
)
|
|
$
|
0.08
|
|
|
Diluted—Income (loss) from continuing operations
|
|
$
|
0.35
|
|
|
$
|
1.20
|
|
|
$
|
(0.08
|
)
|
|
$
|
(1.28
|
)
|
|
$
|
0.42
|
|
|
Income (loss) from discontinued operations
|
|
5.85
|
|
|
0.44
|
|
|
0.18
|
|
|
0.21
|
|
|
0.50
|
|
|
|||||
Net income (loss)
|
|
$
|
6.19
|
|
(m)
|
$
|
1.64
|
|
|
$
|
0.10
|
|
|
$
|
(1.07
|
)
|
|
$
|
0.08
|
|
|
Other information
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Book value per share (l)
|
|
$
|
10.06
|
|
|
$
|
3.94
|
|
|
$
|
2.67
|
|
|
$
|
1.72
|
|
|
$
|
3.88
|
|
|
Cash dividends declared per share
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.666
|
|
|
|||||
Diluted weighted-average number of shares outstanding
|
|
81,375
|
|
|
83,595
|
|
|
80,553
|
|
|
80,333
|
|
|
80,234
|
|
|
|||||
Number of employees
|
|
10,500
|
|
|
9,900
|
|
|
9,400
|
|
|
9,400
|
|
|
10,800
|
|
|
(a)
|
On January 1, 2018, the Company adopted the new revenue recognition standard utilizing the modified retrospective transition method, including the use of practical expedients. Prior period comparative information has not been restated and continues to be reported under accounting principles generally accepted in the U.S. in effect for those periods.
|
(b)
|
Includes the effects of the acquisition of CEHI Acquisition Corporation and subsidiaries. See Note 3, Acquisitions and Dispositions, in Part II, Item 8, "Financial Statements and Supplementary Data" for additional information.
|
(c)
|
Includes the effects of the acquisition of Altek Europe Holdings Limited and its affiliated entities. See Note 3, Acquisitions and Dispositions, in Part II, Item 8, "Financial Statements and Supplementary Data" for additional information.
|
(d)
|
During 2019, the Company announced the sale of the businesses that comprised its former Industrial Segment. As a result, the operating results of the Harsco Industrial Segment, costs directly related to the disposals, an allocation of interest expense associated with mandatory debt repayments required as a result of the disposals and the write-off of deferred financing costs resulting from the mandatory repayment have been reflected in the Consolidated Statements of Operations as discontinued operations for all periods presented. See Note 3, Acquisitions and Dispositions, for additional information.
|
(e)
|
On January 1, 2017, the Company adopted changes issued by the Financial Accounting Standards Board ("FASB") related to the reclassification of current deferred tax assets and liabilities to non-current. As a result of these changes, the Company reclassified its net current deferred tax assets and liabilities to non-current, which reduced Net working capital by $27.1 million and $38.1 million at December 31, 2016 and 2015, respectively.
|
(f)
|
On January 1, 2019, the Company adopted changes issued by the FASB related to the accounting for leases which introduced a lessee model that brought most leases onto the balance sheet. The Company elected to apply the transition requirements at the January 1, 2019 effective date and therefore, comparative information has not been restated and continues to be reported under U.S. GAAP in effect for those periods. See Note 2, Recently Adopted and Recently Issued Accounting Standards, in Part II, Item 8, "Financial Statements and Supplementary Data" for additional information.
|
(g)
|
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. The Company reclassified debt issuance costs in the amount of $10.1 million at December 31, 2015.
|
(h)
|
Includes the Harsco Industrial Segment.
|
(i)
|
On January 1, 2017, the Company adopted changes issued by the FASB to the accounting for stock-based compensation. The Company reclassified employee taxes paid on stock compensation in the amount of $0.1 million and $0.3 million for the year ended December 31, 2016 and 2015, respectively, from Cash provided by operating activities to Cash provided (used) by financing activities on its Consolidated Statement of Cash Flows.
|
(j)
|
Return on average equity is calculated by dividing net income attributable to Harsco Corporation by average Harsco Corporation stockholders' equity throughout the year. The 2019 calculation includes the after-tax gains on the sale of AXC and PK of $453.6 million.
|
(k)
|
Current ratio is calculated by dividing total current assets by total current liabilities.
|
(l)
|
Book value per share is calculated by dividing total equity by shares outstanding.
|
(m)
|
Does not total due to rounding.
|
•
|
Revenues for the year ended December 31, 2019 increased approximately 12% compared with the year ended December 31, 2018. The primary drivers for this increase were the acquisition of Clean Earth; strong maintenance-of-way equipment sales in the Harsco Rail Segment; and new contract starts and the Altek acquisition in the Harsco Environmental Segment; partially offset by the impact of foreign currency translation.
|
•
|
Operating income from continuing operations for the year ended December 31, 2019 decreased approximately 20% compared with the year ended December 31, 2018. The primary drivers for this decrease were approximately
|
•
|
Diluted earnings per common share from continuing operations attributable to Harsco Corporation for the year ended December 31, 2019 were $0.35, a decrease of approximately 71% compared with the year ended December 31, 2018. In addition to the factors noted above for revenue and operating income from continuing operations, the primary drivers of these decreases were finance related costs associated with the Clean Earth acquisition and Term Loan Facility amendment, increased interest expense and increased defined benefit pension expense.
|
•
|
Cash flows used by operating activities for the year ended December 31, 2019 were $0.2 million, a decrease of $192.2 million compared with cash flows provided by operating activities the year ended December 31, 2018. The primary drivers for this decrease were lower net income (excluding the impacts of the AXC and PK sales), including approximately $29 million of strategic costs principally associated with the Clean Earth acquisition and sale of the Industrial businesses, a $103 million income tax payment related to the gain on the sale of AXC (the proceeds of the sale are reflected in cash flows from investing activities) as well as unfavorable changes in working capital.
|
•
|
The Harsco Environmental Segment experienced lower services demand and customer steel output during 2019, primarily in North America and Europe, resulting from supply-chain rebalancing and lower customer profitability. A number of internal actions are underway to support near-term financial performance. While this current weakness is expected to persist, Harsco Environmental expects modest improvements in operating results during 2020, primarily during the second-half of the year, driven by the positive affect of growth investments and contracts as well as improved services demand, partially offset by the impact of lost contracts.
|
•
|
As previously noted, a U.K.-based customer in the Harsco Environmental Segment entered administration, resulting in the Company recording a $6.2 million provision for doubtful accounts, related to pre-administration receivables, primarily during the second quarter of 2019. The Company continues to provide services to the customer and continues to collect on post-administration invoices timely while the customer seeks a buyer for its operations. Depending on the outcome of any potential transactions, there could be an impact on the Company's results of operations, cash flows and asset valuations in the future, which may be material in any one period.
|
•
|
The Harsco Clean Earth Segment has performed well since the acquisition. Operating results for 2020, exclusive of corporate allocations of administrative expenses, are expected to improve due to permit modifications and increased volumes for all lines of business. These improved operating results will be partially offset by a less favorable business mix during 2020.
|
•
|
The Harsco Rail Segment experienced commercial shipment delays and operating challenges related to consolidation of North American manufacturing operations during the latter part of 2019. A portion of the delayed shipments will be recognized during 2020 and actions are being taken to improve efficiency and increase productivity of the manufacturing operations. Overall, the Harsco Rail Segment expects improved operating results during 2020 resulting from strong maintenance-of-way equipment sales as well as growth in technology-safety products and contracting sales, partially offset by higher selling, general and administrative costs as well as increased research and development spending which are necessary to support anticipated volume increases. Backlog for the Harsco Rail Segment remains at record levels and the long-term outlook for this business remains strong.
|
•
|
Interest expense for 2020 is expected to increase due to higher average debt balances during 2020 and the impact of a higher weighted average interest rate resulting from the issuance of the Notes in 2019.
|
•
|
Net periodic pension cost ("NPPC") will decrease by approximately $13 million during 2020, which will primarily be reflected in the caption Defined benefit pension (income) expense on the consolidated statement of operations. The decrease is primarily the result of higher plan asset values at December 31, 2019.
|
(Dollars in millions)
|
|
2019
|
|
2018
|
|
Change
|
|
%
|
|||||||
Harsco Environmental
|
|
$
|
1,034.8
|
|
|
$
|
1,068.3
|
|
|
$
|
(33.5
|
)
|
|
(3.1
|
)%
|
Harsco Clean Earth
|
|
169.5
|
|
|
—
|
|
|
169.5
|
|
|
—
|
|
|||
Harsco Rail
|
|
299.4
|
|
|
279.3
|
|
|
20.1
|
|
|
7.2
|
|
|||
Corporate
|
|
—
|
|
|
0.1
|
|
|
(0.1
|
)
|
|
(100.0
|
)
|
|||
Total Revenues
|
|
$
|
1,503.7
|
|
|
$
|
1,347.7
|
|
|
$
|
156.1
|
|
|
11.6
|
%
|
(Dollars in millions)
|
|
2019
|
|
2018
|
|
Change
|
|
%
|
|||||||
North America
|
|
$
|
685.6
|
|
|
$
|
507.5
|
|
|
$
|
178.1
|
|
|
35.1
|
|
Western Europe
|
|
431.2
|
|
|
438.9
|
|
|
(7.7
|
)
|
|
(1.8
|
)
|
|||
Latin America (a)
|
|
148.6
|
|
|
155.9
|
|
|
(7.2
|
)
|
|
(4.6
|
)
|
|||
Asia-Pacific
|
|
159.4
|
|
|
167.9
|
|
|
(8.4
|
)
|
|
(5.0
|
)
|
|||
Middle East and Africa
|
|
60.4
|
|
|
50.0
|
|
|
10.4
|
|
|
20.8
|
|
|||
Eastern Europe
|
|
18.5
|
|
|
27.6
|
|
|
(9.1
|
)
|
|
(32.9
|
)
|
|||
Total Revenues
|
|
$
|
1,503.7
|
|
|
$
|
1,347.7
|
|
|
$
|
156.1
|
|
|
11.6
|
%
|
(a)
|
Includes Mexico.
|
(Dollars in millions)
|
|
2019
|
|
2018
|
|
Change
|
|
%
|
|||||||
Harsco Environmental
|
|
$
|
112.3
|
|
|
$
|
121.2
|
|
|
$
|
(8.9
|
)
|
|
(7.3
|
)%
|
Harsco Clean Earth
|
|
20.0
|
|
|
—
|
|
|
20.0
|
|
|
—
|
|
|||
Harsco Rail
|
|
23.7
|
|
|
37.3
|
|
|
(13.6
|
)
|
|
(36.5
|
)
|
|||
Corporate
|
|
(51.7
|
)
|
|
(27.8
|
)
|
|
(23.9
|
)
|
|
(85.8
|
)
|
|||
Total Operating Income
|
|
$
|
104.3
|
|
|
$
|
130.7
|
|
|
$
|
(26.4
|
)
|
|
(20.2
|
)%
|
|
|
2019
|
|
2018
|
||
Harsco Environmental
|
|
10.9
|
%
|
|
11.3
|
%
|
Harsco Clean Earth
|
|
11.8
|
|
|
—
|
|
Harsco Rail
|
|
7.9
|
|
|
13.4
|
|
Consolidated Operating Margin
|
|
6.9
|
%
|
|
9.7
|
%
|
Significant Effects on Revenues (In millions)
|
|
|
||
Revenues—2018
|
|
$
|
1,068.3
|
|
Foreign currency translation.
|
|
(37.6
|
)
|
|
Net impact of new contracts and lost contracts.
|
|
(10.0
|
)
|
|
Effect of Altek acquisition.
|
|
7.4
|
|
|
Net effects of price/volume changes, primarily attributable to volume changes.
|
|
6.4
|
|
|
Other.
|
|
0.3
|
|
|
Revenues—2019
|
|
$
|
1,034.8
|
|
•
|
New contract starts increased operating income during 2019 compared with prior year.
|
•
|
Lower selling, general and administrative expenses improved operating income by $3.0 million during 2019 when compared with prior year.
|
•
|
Operating results for 2019 were positively affected by contingent consideration adjustments related to the Altek acquisition of $8.5 million. The fair value adjustment resulted from the decreased probability of Altek achieving cumulative financial and non-financial performance goals within the required time frame. The Company currently expects that the future cash flows of the Altek business will be sufficient to recover the net book value of its long-lived assets. An impairment charge may be required in future periods should the performance of this business not meet current expectations.
|
•
|
Operating results for 2019 were positively affected by a $2.3 million gain during the first quarter of 2019 related to the recognition of a foreign currency cumulative translation adjustment resulting from the substantial liquidation of a subsidiary.
|
•
|
One-time costs associated with the Altek acquisition of approximately $1 million during 2018 which did not repeat during 2019.
|
•
|
The Company recorded a provision for doubtful accounts of $6.2 million related to a customer in the U.K. that entered administration during the second quarter of 2019 which represents a full write-off of pre-administration receivables.
|
•
|
Overall steel production by customers under services contracts for 2019 decreased by 2% compared with prior year.
|
•
|
Operating results for 2019 were negatively impacted by decreased stainless steel and ferrous scrap prices as well as the impact of contract exits.
|
•
|
Operating results for 2019 were also negatively impacted by costs associated with the continued integration and scaling of the Altek business acquired during 2018 including amortization expenses associated with intangible assets recognized as part of the acquisition.
|
•
|
Foreign currency translation decreased operating income by $3.9 million during 2019 compared with prior year.
|
•
|
Operating results for 2018 were positively affected by a $3.2 million adjustment to previously accrued amounts related to the disposal of certain slag material in Latin America due to obtaining the necessary permits.
|
Significant Effects on Revenues (In millions)
|
|
|
||
Revenues—2018
|
|
$
|
279.3
|
|
Net effects of price/volume changes, primarily attributable to volume changes.
|
|
23.4
|
|
|
Foreign currency translation.
|
|
(3.3
|
)
|
|
Revenues—2019
|
|
$
|
299.4
|
|
•
|
Improved demand for machine sales improved operating income during 2019 compared with prior year.
|
•
|
Results for 2018 included an additional forward contract loss provision related to the Company's first of two contracts with the federal railway system of Switzerland of $1.8 million, for which costs to complete exceeded original estimated costs.
|
•
|
Lower after-market parts, Protran safety equipment and contract service volumes decreased operating income during 2019 compared with prior year.
|
•
|
Operating income was negatively impacted by one-time costs associated with the initiative to improve manufacturing efficiency, including the consolidation of U.S. manufacturing and distribution into a single facility. These costs decreased operating income by $4.8 million during 2019 compared with prior year. Additionally, operational challenges and higher manufacturing costs resulting from this initiative negatively impacted operating income during 2019 compared with prior year.
|
•
|
Increased selling, general and administrative costs and research and development costs of $3.8 million during 2019 to support and execute the Company's growth strategy compared with prior year.
|
(In millions, except per share information and percentages)
|
|
2019
|
|
2018
|
|
2017
|
||||||
Total revenues
|
|
$
|
1,503.7
|
|
|
$
|
1,347.7
|
|
|
$
|
1,307.5
|
|
Cost of services and products sold
|
|
1,144.3
|
|
|
1,012.5
|
|
|
997.8
|
|
|||
Selling, general and administrative expenses
|
|
253.0
|
|
|
202.7
|
|
|
194.9
|
|
|||
Research and development expenses
|
|
4.8
|
|
|
3.9
|
|
|
2.7
|
|
|||
Other (income) expenses, net
|
|
(2.6
|
)
|
|
(2.2
|
)
|
|
7.3
|
|
|||
Operating income from continuing operations
|
|
104.3
|
|
|
130.7
|
|
|
104.7
|
|
|||
Interest income
|
|
2.0
|
|
|
2.2
|
|
|
2.5
|
|
|||
Interest expense
|
|
(36.6
|
)
|
|
(21.5
|
)
|
|
(26.9
|
)
|
|||
Unused debt commitment and amendment fees
|
|
(7.7
|
)
|
|
(1.1
|
)
|
|
(2.3
|
)
|
|||
Defined benefit pension income (expense)
|
|
(5.5
|
)
|
|
3.5
|
|
|
(2.6
|
)
|
|||
Income tax expense from continuing operations
|
|
(20.2
|
)
|
|
(5.5
|
)
|
|
(78.2
|
)
|
|||
Equity in income of unconsolidated entities, net
|
|
0.3
|
|
|
0.4
|
|
|
—
|
|
|||
Income (loss) from continuing operations
|
|
36.5
|
|
|
108.5
|
|
|
(2.8
|
)
|
|||
Gain on sale of discontinued businesses
|
|
569.1
|
|
|
—
|
|
|
—
|
|
|||
Income from discontinued businesses
|
|
27.5
|
|
|
43.9
|
|
|
20.4
|
|
|||
Income tax expense from discontinued businesses
|
|
(121.0
|
)
|
|
(7.5
|
)
|
|
(5.7
|
)
|
|||
Income from discontinued operations, net of tax
|
|
475.7
|
|
|
36.5
|
|
|
14.6
|
|
|||
Net income
|
|
512.2
|
|
|
145.0
|
|
|
11.8
|
|
|||
Total other comprehensive income (loss)
|
|
(0.1
|
)
|
|
(21.5
|
)
|
|
63.2
|
|
|||
Total comprehensive income (loss)
|
|
512.2
|
|
|
123.5
|
|
|
75.0
|
|
|||
Diluted income (loss) per common share from continuing operations attributable to Harsco Corporation common stockholders
|
|
0.35
|
|
|
1.20
|
|
|
(0.08
|
)
|
|||
Effective income tax rate from continuing operations
|
|
35.8
|
%
|
|
4.8
|
%
|
|
103.7
|
%
|
Changes in Revenues (In millions)
|
|
2019 vs. 2018
|
|
2018 vs. 2017
|
||||
Effect of the Clean Earth acquisition.
|
|
$
|
169.5
|
|
|
$
|
—
|
|
Net effect of price/volume changes, primarily attributable to volume changes in the Harsco Rail Segment.
|
|
23.4
|
|
|
(15.7
|
)
|
||
Effect of Altek acquisition in the Harsco Environmental Segment.
|
|
7.4
|
|
|
11.8
|
|
||
Net effect of price/volume changes in the Harsco Environmental Segment, primarily attributable to volume changes.
|
|
6.4
|
|
|
48.6
|
|
||
Foreign currency translation.
|
|
(40.9
|
)
|
|
(3.1
|
)
|
||
Net impact of new contracts and lost contracts (including exited underperforming contracts) in the Harsco Environmental Segment.
|
|
(10.0
|
)
|
|
(2.3
|
)
|
||
Other.
|
|
0.3
|
|
|
0.9
|
|
||
Total change in revenues
|
|
$
|
156.1
|
|
|
$
|
40.2
|
|
Change in Cost of Services and Products Sold (In millions)
|
|
2019 vs. 2018
|
|
2018 vs. 2017
|
||||
Impact of Clean Earth acquisition.
|
|
$
|
124.2
|
|
|
$
|
—
|
|
Increased costs due to changes in revenues; and product and service mix (exclusive of foreign currency translation and fluctuations in commodity costs included in selling prices).
|
|
47.2
|
|
|
14.4
|
|
||
Foreign currency translation.
|
|
(35.1
|
)
|
|
(1.3
|
)
|
||
Other.
|
|
(4.5
|
)
|
|
1.6
|
|
||
Total change in cost of services and products sold
|
|
$
|
131.8
|
|
|
$
|
14.7
|
|
|
|
Other Expenses
|
||||||||||
(In thousands)
|
|
2019
|
|
2018
|
|
2017
|
||||||
Contingent consideration adjustments
|
|
$
|
(7,681
|
)
|
|
$
|
(2,939
|
)
|
|
$
|
—
|
|
Net gains
|
|
(6,303
|
)
|
|
(3,868
|
)
|
|
(1,354
|
)
|
|||
Employee termination benefits costs
|
|
6,619
|
|
|
4,763
|
|
|
6,733
|
|
|||
Other costs to exit activities
|
|
4,208
|
|
|
170
|
|
|
1,262
|
|
|||
Impaired asset write-downs
|
|
773
|
|
|
104
|
|
|
874
|
|
|||
Other income
|
|
(237
|
)
|
|
(431
|
)
|
|
(188
|
)
|
|||
Total other (income) expenses, net
|
|
$
|
(2,621
|
)
|
|
$
|
(2,201
|
)
|
|
$
|
7,327
|
|
(In millions)
|
|
2019
|
|
2018
|
|
2017
|
||||||
Net cash provided (used) by:
|
|
|
|
|
|
|
||||||
Operating activities
|
|
$
|
(0.2
|
)
|
|
$
|
192.0
|
|
|
$
|
176.9
|
|
Investing activities
|
|
(132.2
|
)
|
|
(161.1
|
)
|
|
(103.3
|
)
|
|||
Financing activities
|
|
125.7
|
|
|
(25.5
|
)
|
|
(83.7
|
)
|
|||
Impact of exchange rate changes on cash
|
|
(0.8
|
)
|
|
(4.4
|
)
|
|
4.5
|
|
|||
Net change in cash and cash equivalents
|
|
$
|
(7.4
|
)
|
|
$
|
0.9
|
|
|
$
|
(5.7
|
)
|
(In millions)
|
|
2019
|
|
2018
|
|
2017
|
||||||
Net cash provided (used) by:
|
|
|
|
|
|
|
||||||
Change in income taxes
|
|
$
|
5.3
|
|
|
$
|
(15.3
|
)
|
|
$
|
0.9
|
|
Change in prepaid expenses
|
|
(13.0
|
)
|
|
2.1
|
|
|
(3.7
|
)
|
|||
Change in contingent consideration liabilities
|
|
(8.2
|
)
|
|
(2.9
|
)
|
|
—
|
|
|||
Other (a)
|
|
(8.7
|
)
|
|
(17.4
|
)
|
|
6.2
|
|
|||
Total change in other assets and liabilities
|
|
$
|
(24.6
|
)
|
|
$
|
(33.5
|
)
|
|
$
|
3.4
|
|
(a)
|
Other relates primarily to other accruals that are individually not significant.
|
|
|
|
|
Payments Due by Period
|
||||||||||||||||
(In millions)
|
|
Total
|
|
Less than
1 year
|
|
1-3
years
|
|
3-5
years
|
|
After 5
years
|
||||||||||
Short-term borrowings
|
|
$
|
3.6
|
|
|
$
|
3.6
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Long-term debt (including current maturities and finance leases)
|
|
795.0
|
|
|
2.7
|
|
|
4.1
|
|
|
288.2
|
|
|
500.0
|
|
|||||
Projected interest payments on long-term debt (c)
|
|
271.2
|
|
|
39.7
|
|
|
77.6
|
|
|
79.6
|
|
|
74.3
|
|
|||||
Purchase obligations (d)
|
|
127.2
|
|
|
88.5
|
|
|
37.7
|
|
|
1.0
|
|
|
—
|
|
|||||
Operating lease liabilities
|
|
73.3
|
|
|
15.0
|
|
|
18.3
|
|
|
8.1
|
|
|
31.9
|
|
|||||
Pension obligations (e)
|
|
33.6
|
|
|
33.6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Foreign currency exchange forward contracts (f)
|
|
0.9
|
|
|
0.9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Contingent consideration (g)
|
|
12.2
|
|
|
3.9
|
|
|
7.2
|
|
|
0.6
|
|
|
0.5
|
|
|||||
Total contractual obligations (h)
|
|
$
|
1,317.0
|
|
|
$
|
187.9
|
|
|
$
|
144.9
|
|
|
$
|
377.5
|
|
|
$
|
606.7
|
|
(b)
|
See Note 3, Acquisitions and Dispositions; Note 7, Debt and Credit Agreements; Note 8, Leases; Note 9, Employee Benefit Plans; Note 10, Income Taxes; and Note 14, Financial Instruments, in Part II, Item 8, "Financial Statements and Supplementary Data," for additional information on short-term borrowings and long-term debt (including finance leases); operating leases; employee benefit plans; income taxes; interest rate swaps and foreign currency exchange forward contracts, respectively.
|
(c)
|
The total projected interest payments on long-term debt are based upon borrowings, interest rates and foreign currency exchange rates at
|
(d)
|
Purchase obligations represent legally binding obligations to purchase property, plant and equipment, inventory and other commitments made in the normal course of business to meet operations requirements.
|
(e)
|
Amounts represent expected employer contributions to defined benefit pension plans for the next year.
|
(f)
|
Amounts represent the fair value of the foreign currency exchange contracts outstanding at December 31, 2019. Due to the nature of these contracts, based on fair values at December 31, 2019 there will be a net cash payable of $0.9 million comprised of cash receipts of $495.4 million and cash payments of $496.3 million. The foreign currency exchange contracts are recorded on the Consolidated Balance Sheets at fair value.
|
(g)
|
The Company acquired Clean Earth on June 28, 2019 and included in the liabilities acquired was a contingent consideration liability resulting from a prior Clean Earth acquisition. Also, included is a liability payable to Compass Diversified Holdings related to reimbursements related to future utilization of net operating losses by the Company.
|
(h)
|
At December 31, 2019, in addition to the above contractual obligations, the Company had $4.3 million of potential long-term tax liabilities, including interest and penalties, related to uncertain tax positions. Because of the high degree of uncertainty regarding the future cash flows associated with these potential long-term tax liabilities, the Company is unable to estimate the years in which settlement will occur with the respective taxing authorities.
|
|
|
|
|
Amount of Commercial Commitment Expiration Per Period
|
||||||||||||||||||||
(In millions)
|
|
Total
|
|
Less than
1 Year
|
|
1-3
Years
|
|
3-5
Years
|
|
Over 5
Years
|
|
Indefinite
Expiration
|
||||||||||||
Performance bonds
|
|
$
|
196.0
|
|
|
$
|
153.5
|
|
|
$
|
40.7
|
|
|
$
|
0.1
|
|
|
$
|
—
|
|
|
$
|
1.7
|
|
Standby letters of credit
|
|
46.4
|
|
|
32.3
|
|
|
7.3
|
|
|
2.1
|
|
|
4.7
|
|
|
—
|
|
||||||
Guarantees
|
|
41.3
|
|
|
4.4
|
|
|
—
|
|
|
4.1
|
|
|
18.9
|
|
|
13.9
|
|
||||||
Total commercial commitments
|
|
$
|
283.7
|
|
|
$
|
190.2
|
|
|
$
|
48.0
|
|
|
$
|
6.3
|
|
|
$
|
23.6
|
|
|
$
|
15.6
|
|
Summary of Senior Secured Credit Facilities and Notes:
(In millions)
|
|
December 31
2019 |
|
December 31
2018 |
||||
By type:
|
|
|
|
|
||||
Revolving Credit Facility
|
|
$
|
67.0
|
|
|
$
|
62.0
|
|
Term Loan Facility
|
|
218.2
|
|
|
541.8
|
|
||
5.75% Notes
|
|
500.0
|
|
|
—
|
|
||
Total
|
|
$
|
785.2
|
|
|
$
|
603.8
|
|
By classification:
|
|
|
|
|
||||
Current
|
|
$
|
—
|
|
|
$
|
5.4
|
|
Long-term
|
|
785.2
|
|
|
598.3
|
|
||
Total
|
|
$
|
785.2
|
|
|
$
|
603.8
|
|
|
|
December 31, 2019
|
||||||||||||||
(In thousands)
|
|
Facility
Limit
|
|
Outstanding
Balance
|
|
Outstanding Letters of Credit
|
|
Available
Credit
|
||||||||
Revolving Credit Facility (a U.S.-based program)
|
|
$
|
700,000
|
|
|
$
|
67,000
|
|
|
$
|
25,352
|
|
|
$
|
607,648
|
|
|
|
U.S. Plans
|
|
U.K. Plan
|
Discount rate
|
|
|
|
|
One-quarter percent increase
|
|
Increase of $0.1 million
|
|
Decrease of $0.1 million
|
One-quarter percent decrease
|
|
Decrease of $0.1 million
|
|
-
|
Expected long-term rate of return on plan assets
|
|
|
|
|
One-quarter percent increase
|
|
Decrease of $0.5 million
|
|
Decrease of $2.0 million
|
One-quarter percent decrease
|
|
Increase of $0.5 million
|
|
Increase of $2.0 million
|
|
|
Research and Development Expenses
|
||||||||||
(In millions)
|
|
2019
|
|
2018
|
|
2017
|
||||||
Harsco Environmental
|
|
$
|
0.9
|
|
|
$
|
1.6
|
|
|
$
|
1.3
|
|
Harsco Rail
|
|
3.9
|
|
|
2.3
|
|
|
1.4
|
|
|||
Total research and development expenses
|
|
$
|
4.8
|
|
|
$
|
3.9
|
|
|
$
|
2.7
|
|
|
Page
|
Consolidated Financial Statements of Harsco Corporation:
|
|
|
|
Supplementary Data (Unaudited):
|
|
•
|
Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect transactions and dispositions of assets of the Company;
|
•
|
Provide reasonable assurance that transactions are recorded as necessary to permit preparation of consolidated financial statements in accordance with accounting principles generally accepted in the United States of America, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and the directors of the Company; and
|
•
|
Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company's assets that could have a material effect on the Company's consolidated financial statements.
|
/s/ F. NICHOLAS GRASBERGER III
|
|
/s/ PETER F. MINAN
|
F. Nicholas Grasberger III
Chairman, President and Chief Executive Officer
|
|
Peter F. Minan
Senior Vice President and Chief Financial Officer
|
February 21, 2020
|
|
February 21, 2020
|
(In thousands, except share amounts)
|
|
December 31
2019 |
|
December 31
2018 |
||||
ASSETS
|
|
|
|
|
||||
Current assets:
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
57,259
|
|
|
$
|
64,260
|
|
Restricted cash
|
|
2,473
|
|
|
2,886
|
|
||
Trade accounts receivable, net
|
|
309,990
|
|
|
246,427
|
|
||
Insurance claim receivable
|
|
—
|
|
|
30,000
|
|
||
Other receivables
|
|
21,265
|
|
|
23,770
|
|
||
Inventories
|
|
156,991
|
|
|
116,185
|
|
||
Current portion of contract assets
|
|
31,166
|
|
|
12,130
|
|
||
Current portion of assets held-for-sale
|
|
22,093
|
|
|
75,232
|
|
||
Other current assets
|
|
51,575
|
|
|
34,144
|
|
||
Total current assets
|
|
652,812
|
|
|
605,034
|
|
||
Property, plant and equipment, net
|
|
561,786
|
|
|
432,793
|
|
||
Right-of-use assets, net
|
|
52,065
|
|
|
—
|
|
||
Goodwill
|
|
738,369
|
|
|
404,713
|
|
||
Intangible assets, net
|
|
299,082
|
|
|
69,207
|
|
||
Deferred income tax assets
|
|
14,288
|
|
|
48,551
|
|
||
Assets held-for-sale
|
|
32,029
|
|
|
55,331
|
|
||
Other assets
|
|
17,036
|
|
|
17,238
|
|
||
Total assets
|
|
$
|
2,367,467
|
|
|
$
|
1,632,867
|
|
LIABILITIES
|
|
|
|
|
||||
Current liabilities:
|
|
|
|
|
||||
Short-term borrowings
|
|
$
|
3,647
|
|
|
$
|
10,078
|
|
Current maturities of long-term debt
|
|
2,666
|
|
|
6,489
|
|
||
Accounts payable
|
|
176,755
|
|
|
124,984
|
|
||
Accrued compensation
|
|
37,992
|
|
|
50,201
|
|
||
Income taxes payable
|
|
18,692
|
|
|
2,634
|
|
||
Insurance liabilities
|
|
10,140
|
|
|
40,774
|
|
||
Current portion of advances on contracts
|
|
53,906
|
|
|
29,407
|
|
||
Current portion of operating lease liabilities
|
|
12,544
|
|
|
—
|
|
||
Current portion of liabilities of assets held-for-sale
|
|
11,344
|
|
|
39,410
|
|
||
Other current liabilities
|
|
137,208
|
|
|
113,019
|
|
||
Total current liabilities
|
|
464,894
|
|
|
416,996
|
|
||
Long-term debt
|
|
775,498
|
|
|
585,662
|
|
||
Insurance liabilities
|
|
18,515
|
|
|
19,575
|
|
||
Retirement plan liabilities
|
|
189,954
|
|
|
213,578
|
|
||
Advances on contracts
|
|
6,408
|
|
|
37,675
|
|
||
Operating lease liabilities
|
|
36,974
|
|
|
—
|
|
||
Liabilities of assets held-for-sale
|
|
12,152
|
|
|
555
|
|
||
Other liabilities
|
|
73,413
|
|
|
45,450
|
|
||
Total liabilities
|
|
1,577,808
|
|
|
1,319,491
|
|
||
COMMITMENTS AND CONTINGENCIES
|
|
|
|
|
||||
HARSCO CORPORATION STOCKHOLDERS' EQUITY
|
|
|
|
|
||||
Preferred stock, Series A junior participating cumulative preferred stock
|
|
—
|
|
|
—
|
|
||
Common stock, par value $1.25 (issued 114,720,347 and 113,473,951 shares at December 31, 2019 and 2018, respectively)
|
|
143,400
|
|
|
141,842
|
|
||
Additional paid-in capital
|
|
200,595
|
|
|
190,597
|
|
||
Accumulated other comprehensive loss
|
|
(587,622
|
)
|
|
(567,107
|
)
|
||
Retained earnings
|
|
1,824,100
|
|
|
1,298,752
|
|
||
Treasury stock, at cost (36,205,589 and 33,928,928 shares at December 31, 2019 and 2018, respectively)
|
|
(838,893
|
)
|
|
(795,821
|
)
|
||
Total Harsco Corporation stockholders' equity
|
|
741,580
|
|
|
268,263
|
|
||
Noncontrolling interests
|
|
48,079
|
|
|
45,113
|
|
||
Total equity
|
|
789,659
|
|
|
313,376
|
|
||
Total liabilities and equity
|
|
$
|
2,367,467
|
|
|
$
|
1,632,867
|
|
|
|
Years ended December 31
|
|
||||||||||
(In thousands, except per share amounts)
|
|
2019
|
|
2018
|
|
2017
|
|
||||||
Revenues from continuing operations:
|
|
|
|
|
|
|
|
||||||
Service revenues
|
|
$
|
1,081,473
|
|
|
$
|
955,464
|
|
|
$
|
934,282
|
|
|
Product revenues
|
|
422,269
|
|
|
392,208
|
|
|
373,188
|
|
|
|||
Total revenues
|
|
1,503,742
|
|
|
1,347,672
|
|
|
1,307,470
|
|
|
|||
Costs and expenses from continuing operations:
|
|
|
|
|
|
|
|
||||||
Cost of services sold
|
|
839,156
|
|
|
745,748
|
|
|
737,499
|
|
|
|||
Cost of products sold
|
|
305,134
|
|
|
266,792
|
|
|
260,347
|
|
|
|||
Selling, general and administrative expenses
|
|
252,970
|
|
|
202,713
|
|
|
194,906
|
|
|
|||
Research and development expenses
|
|
4,824
|
|
|
3,925
|
|
|
2,736
|
|
|
|||
Other (income) expenses, net
|
|
(2,621
|
)
|
|
(2,201
|
)
|
|
7,327
|
|
|
|||
Total costs and expenses
|
|
1,399,463
|
|
|
1,216,977
|
|
|
1,202,815
|
|
|
|||
Operating income from continuing operations
|
|
104,279
|
|
|
130,695
|
|
|
104,655
|
|
|
|||
Interest income
|
|
1,975
|
|
|
2,155
|
|
|
2,469
|
|
|
|||
Interest expense
|
|
(36,586
|
)
|
|
(21,531
|
)
|
|
(26,862
|
)
|
|
|||
Unused debt commitment and amendment fees
|
|
(7,704
|
)
|
|
(1,127
|
)
|
|
(2,265
|
)
|
|
|||
Defined benefit pension income (expense)
|
|
(5,493
|
)
|
|
3,457
|
|
|
(2,595
|
)
|
|
|||
Income from continuing operations before income taxes and equity income
|
|
56,471
|
|
|
113,649
|
|
|
75,402
|
|
|
|||
Income tax expense from continuing operations
|
|
(20,214
|
)
|
|
(5,499
|
)
|
|
(78,190
|
)
|
|
|||
Equity in income of unconsolidated entities, net
|
|
273
|
|
|
384
|
|
|
—
|
|
|
|||
Income (loss) from continuing operations
|
|
36,530
|
|
|
108,534
|
|
|
(2,788
|
)
|
|
|||
Discontinued operations:
|
|
|
|
|
|
|
|
||||||
Gain on sale of discontinued businesses
|
|
569,135
|
|
|
—
|
|
|
—
|
|
|
|||
Income from discontinued businesses
|
|
27,531
|
|
|
43,942
|
|
|
20,379
|
|
|
|||
Income tax expense from discontinued businesses
|
|
(120,978
|
)
|
|
(7,463
|
)
|
|
(5,747
|
)
|
|
|||
Income from discontinued operations, net of tax
|
|
475,688
|
|
|
36,479
|
|
|
14,632
|
|
|
|||
Net income
|
|
512,218
|
|
|
145,013
|
|
|
11,844
|
|
|
|||
Less: Net income attributable to noncontrolling interests
|
|
(8,299
|
)
|
|
(7,956
|
)
|
|
(4,022
|
)
|
|
|||
Net income attributable to Harsco Corporation
|
|
$
|
503,919
|
|
|
$
|
137,057
|
|
|
$
|
7,822
|
|
|
Amounts attributable to Harsco Corporation common stockholders:
|
|
|
|
|
|
|
|
||||||
Income (loss) from continuing operations, net of tax
|
|
$
|
28,231
|
|
|
$
|
100,578
|
|
|
$
|
(6,810
|
)
|
|
Income from discontinued operations, net of tax
|
|
475,688
|
|
|
36,479
|
|
|
14,632
|
|
|
|||
Net income attributable to Harsco Corporation common stockholders
|
|
$
|
503,919
|
|
|
$
|
137,057
|
|
|
$
|
7,822
|
|
|
|
|
|
|
|
|
|
|
||||||
Weighted average shares of common stock outstanding
|
|
79,632
|
|
|
80,716
|
|
|
80,553
|
|
|
|||
Basic earnings (loss) per share attributable to Harsco Corporation common stockholders:
|
|||||||||||||
Continuing operations
|
|
$
|
0.35
|
|
|
$
|
1.25
|
|
|
$
|
(0.08
|
)
|
|
Discontinued operations
|
|
5.97
|
|
|
0.45
|
|
|
0.18
|
|
|
|||
Basic earnings per share attributable to Harsco Corporation common stockholders
|
|
$
|
6.33
|
|
(a)
|
$
|
1.70
|
|
|
$
|
0.10
|
|
|
|
|
|
|
|
|
|
|
||||||
Diluted weighted average shares of common stock outstanding
|
|
81,375
|
|
|
83,595
|
|
|
80,553
|
|
|
|||
Diluted earnings (loss) per share attributable to Harsco Corporation common stockholders:
|
|||||||||||||
Continuing operations
|
|
$
|
0.35
|
|
|
$
|
1.20
|
|
|
$
|
(0.08
|
)
|
|
Discontinued operations
|
|
5.85
|
|
|
0.44
|
|
|
0.18
|
|
|
|||
Diluted earnings per share attributable to Harsco Corporation common stockholders
|
|
$
|
6.19
|
|
(a)
|
$
|
1.64
|
|
|
$
|
0.10
|
|
|
(a)
|
Does not total due to rounding.
|
|
|
Years ended December 31
|
||||||||||
(In thousands)
|
|
2019
|
|
2018
|
|
2017
|
||||||
Net income
|
|
$
|
512,218
|
|
|
$
|
145,013
|
|
|
$
|
11,844
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
|
||||||
Foreign currency translation adjustments, net of deferred income taxes of $2,507, $(2,167) and $3,471 in 2019, 2018 and 2017, respectively
|
|
15,498
|
|
|
(50,743
|
)
|
|
36,011
|
|
|||
Net gain (loss) on cash flow hedging instruments, net of deferred income taxes of $1,438, $(1,130) and $(759) in 2019, 2018 and 2017, respectively
|
|
(5,106
|
)
|
|
2,101
|
|
|
1,897
|
|
|||
Pension liability adjustments, net of deferred income taxes of $(3,244), $854 and $(4,084) in 2019, 2018 and 2017, respectively
|
|
(10,478
|
)
|
|
27,185
|
|
|
25,254
|
|
|||
Unrealized gain (loss) on marketable securities, net of deferred income taxes of $(11), $16 and $(12) in 2019, 2018 and 2017, respectively
|
|
28
|
|
|
(48
|
)
|
|
22
|
|
|||
Total other comprehensive income (loss)
|
|
(58
|
)
|
|
(21,505
|
)
|
|
63,184
|
|
|||
Total comprehensive income
|
|
512,160
|
|
|
123,508
|
|
|
75,028
|
|
|||
Less: Comprehensive income attributable to noncontrolling interests
|
|
(7,327
|
)
|
|
(5,454
|
)
|
|
(7,068
|
)
|
|||
Comprehensive income attributable to Harsco Corporation
|
|
$
|
504,833
|
|
|
$
|
118,054
|
|
|
$
|
67,960
|
|
HARSCO CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
|
||||||||||||
|
|
Years ended December 31
|
||||||||||
(In thousands)
|
|
2019
|
|
2018
|
|
2017
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
|
||||||
Net income
|
|
$
|
512,218
|
|
|
$
|
145,013
|
|
|
$
|
11,844
|
|
Adjustments to reconcile net income to net cash provided (used) by operating activities:
|
||||||||||||
Depreciation
|
|
119,803
|
|
|
122,135
|
|
|
121,839
|
|
|||
Amortization
|
|
18,592
|
|
|
10,650
|
|
|
8,098
|
|
|||
Loss on early extinguishment of debt
|
|
5,314
|
|
|
—
|
|
|
—
|
|
|||
Deferred income tax expense (benefit)
|
|
6,815
|
|
|
(6,522
|
)
|
|
57,349
|
|
|||
Equity income of unconsolidated entities, net
|
|
(273
|
)
|
|
(384
|
)
|
|
—
|
|
|||
Dividends from unconsolidated entities
|
|
125
|
|
|
88
|
|
|
93
|
|
|||
Gain on Sale from discontinued business
|
|
(569,135
|
)
|
|
—
|
|
|
—
|
|
|||
Other, net
|
|
1,764
|
|
|
2,666
|
|
|
749
|
|
|||
Changes in assets and liabilities, net of acquisitions and dispositions of businesses:
|
||||||||||||
Accounts receivable
|
|
(3,464
|
)
|
|
(16,881
|
)
|
|
(32,012
|
)
|
|||
Insurance receivable
|
|
195,000
|
|
|
—
|
|
|
—
|
|
|||
Inventories
|
|
(42,484
|
)
|
|
(14,706
|
)
|
|
19,557
|
|
|||
Contract assets
|
|
(21,795
|
)
|
|
(3,312
|
)
|
|
—
|
|
|||
Right-of-use-assets
|
|
15,164
|
|
|
—
|
|
|
—
|
|
|||
Accounts payable
|
|
13,407
|
|
|
18,347
|
|
|
12,554
|
|
|||
Accrued interest payable
|
|
14,723
|
|
|
(154
|
)
|
|
438
|
|
|||
Accrued compensation
|
|
(15,759
|
)
|
|
(1,127
|
)
|
|
11,126
|
|
|||
Advances on contracts and other customer advances
|
|
(4,172
|
)
|
|
3,057
|
|
|
(16,811
|
)
|
|||
Operating lease liabilities
|
|
(14,740
|
)
|
|
—
|
|
|
—
|
|
|||
Insurance liability
|
|
(195,000
|
)
|
|
—
|
|
|
—
|
|
|||
Income taxes payable - gain on sale of discontinued businesses
|
|
12,373
|
|
|
—
|
|
|
—
|
|
|||
Retirement plan liabilities, net
|
|
(24,022
|
)
|
|
(33,321
|
)
|
|
(21,300
|
)
|
|||
Other assets and liabilities
|
|
(24,617
|
)
|
|
(33,527
|
)
|
|
3,368
|
|
|||
Net cash provided (used) by operating activities
|
|
(163
|
)
|
|
192,022
|
|
|
176,892
|
|
|||
Cash flows from investing activities:
|
|
|
|
|
|
|
||||||
Purchases of property, plant and equipment
|
|
(184,973
|
)
|
|
(132,168
|
)
|
|
(98,314
|
)
|
|||
Proceeds from sale of businesses
|
|
658,414
|
|
|
—
|
|
|
—
|
|
|||
Purchase of businesses, net of cash acquired*
|
|
(623,495
|
)
|
|
(56,389
|
)
|
|
—
|
|
|||
Proceeds from sales of assets
|
|
17,022
|
|
|
11,887
|
|
|
13,418
|
|
|||
Expenditures for intangible assets
|
|
(1,311
|
)
|
|
—
|
|
|
—
|
|
|||
Purchase of equity method investment
|
|
(2,364
|
)
|
|
—
|
|
|
—
|
|
|||
Payments for interest rate swap terminations
|
|
(2,758
|
)
|
|
—
|
|
|
—
|
|
|||
Net proceeds (payments) from settlement of foreign currency forward exchange contracts
|
|
7,273
|
|
|
15,527
|
|
|
(18,429
|
)
|
|||
Net cash used by investing activities
|
|
(132,192
|
)
|
|
(161,143
|
)
|
|
(103,325
|
)
|
|||
Cash flows from financing activities:
|
|
|
|
|
|
|
||||||
Short-term borrowings, net
|
|
(5,398
|
)
|
|
1,932
|
|
|
5,061
|
|
|||
Current maturities and long-term debt:
|
|
|
|
|
|
|
||||||
Additions
|
|
848,314
|
|
|
128,858
|
|
|
27,985
|
|
|||
Reductions
|
|
(661,620
|
)
|
|
(116,988
|
)
|
|
(108,280
|
)
|
|||
Dividends paid to noncontrolling interests
|
|
(4,712
|
)
|
|
(5,480
|
)
|
|
(2,445
|
)
|
|||
Sale (purchase) of noncontrolling interests
|
|
4,026
|
|
|
477
|
|
|
(3,412
|
)
|
|||
Stock-based compensation - Employee taxes paid
|
|
(11,234
|
)
|
|
(3,730
|
)
|
|
(1,688
|
)
|
|||
Common stock acquired for treasury
|
|
(31,838
|
)
|
|
(30,011
|
)
|
|
—
|
|
|||
Deferred financing costs
|
|
(11,272
|
)
|
|
(596
|
)
|
|
(42
|
)
|
|||
Other investing activities, net
|
|
(532
|
)
|
|
—
|
|
|
(894
|
)
|
|||
Net cash provided (used) by financing activities
|
|
125,734
|
|
|
(25,538
|
)
|
|
(83,715
|
)
|
|||
Effect of exchange rate changes on cash, including restricted cash
|
|
(793
|
)
|
|
(4,404
|
)
|
|
4,478
|
|
|||
Net increase (decrease) in cash and cash equivalents, including restricted cash
|
|
(7,414
|
)
|
|
937
|
|
|
(5,670
|
)
|
|||
Cash and cash equivalents, including restricted cash, at beginning of period
|
|
67,146
|
|
|
66,209
|
|
|
71,879
|
|
|||
Cash and cash equivalents, including restricted cash, at end of period
|
|
$
|
59,732
|
|
|
$
|
67,146
|
|
|
$
|
66,209
|
|
|
|
|
|
|
|
|
HARSCO CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)
|
||||||||||||
|
|
Years ended December 31
|
||||||||||
(In thousands)
|
|
2019
|
|
2018
|
|
2017
|
||||||
Supplementary cash flow information:
|
|
|
|
|
|
|
||||||
Change in accrual for purchases of property, plant and equipment included in accounts payable
|
|
$
|
5,164
|
|
|
$
|
7,567
|
|
|
$
|
(666
|
)
|
|
|
|
|
|
|
|
||||||
*Purchase of businesses, net of cash acquired
|
|
|
|
|
|
|
||||||
Working capital
|
|
$
|
(26,663
|
)
|
|
$
|
1,295
|
|
|
$
|
—
|
|
Property, plant and equipment
|
|
(77,295
|
)
|
|
(3,327
|
)
|
|
—
|
|
|||
Goodwill
|
|
(330,230
|
)
|
|
(22,518
|
)
|
|
—
|
|
|||
Long-term debt acquired
|
|
605
|
|
|
335
|
|
|
—
|
|
|||
Other noncurrent assets and liabilities, net
|
|
(189,912
|
)
|
|
(32,174
|
)
|
|
—
|
|
|||
Net cash used to acquire businesses
|
|
$
|
(623,495
|
)
|
|
$
|
(56,389
|
)
|
|
$
|
—
|
|
HARSCO CORPORATION
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
|
||||||||||||||||||||||||||||
(In thousands, except share and per share amounts)
|
|
Common Stock
|
|
Additional
Paid-in Capital
|
|
Retained
Earnings
|
|
Accumulated Other
Comprehensive
Income (Loss)
|
|
Noncontrolling
Interests
|
|
|
||||||||||||||||
|
Issued
|
|
Treasury
|
|
Total
|
|||||||||||||||||||||||
Balances, January 1, 2017
|
|
$
|
140,625
|
|
|
$
|
(760,391
|
)
|
|
$
|
172,101
|
|
|
$
|
1,150,688
|
|
|
$
|
(606,722
|
)
|
|
$
|
41,262
|
|
|
$
|
137,563
|
|
Adoption of new accounting standard
|
|
|
|
|
|
1,106
|
|
|
(709
|
)
|
|
|
|
|
|
397
|
|
|||||||||||
Net income
|
|
|
|
|
|
|
|
7,822
|
|
|
|
|
4,022
|
|
|
11,844
|
|
|||||||||||
Cash dividends declared:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Noncontrolling interests
|
|
|
|
|
|
|
|
|
|
|
|
(2,445
|
)
|
|
(2,445
|
)
|
||||||||||||
Total other comprehensive income, net of deferred income taxes of $(1,384)
|
|
|
|
|
|
|
|
|
|
60,140
|
|
|
3,044
|
|
|
63,184
|
|
|||||||||||
Purchase of subsidiary shares from noncontrolling interest
|
|
|
|
|
|
(2,242
|
)
|
|
|
|
|
|
(1,194
|
)
|
|
(3,436
|
)
|
|||||||||||
Sale of investment in consolidated subsidiary
|
|
|
|
|
|
|
|
|
|
|
|
25
|
|
|
25
|
|
||||||||||||
Stock appreciation rights exercised, net 8,965 shares
|
|
16
|
|
|
(63
|
)
|
|
(16
|
)
|
|
|
|
|
|
|
|
(63
|
)
|
||||||||||
Vesting of restricted stock units and other stock grants, net 269,924 shares
|
|
469
|
|
|
(1,625
|
)
|
|
(469
|
)
|
|
|
|
|
|
|
|
(1,625
|
)
|
||||||||||
Amortization of unearned stock-based, compensation, net of forfeitures
|
|
|
|
|
|
9,721
|
|
|
|
|
|
|
|
|
9,721
|
|
||||||||||||
Balances, December 31, 2017
|
|
141,110
|
|
|
(762,079
|
)
|
|
180,201
|
|
|
1,157,801
|
|
|
(546,582
|
)
|
|
44,714
|
|
|
215,165
|
|
|||||||
Adoption of new accounting standard
|
|
|
|
|
|
|
|
|
3,894
|
|
|
(1,520
|
)
|
|
|
|
2,374
|
|
||||||||||
Net income
|
|
|
|
|
|
|
|
|
|
|
137,057
|
|
|
|
|
7,956
|
|
|
145,013
|
|
||||||||
Cash dividends declared:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Noncontrolling interests
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(5,534
|
)
|
|
(5,534
|
)
|
|||||||
Total other comprehensive loss, net of deferred income taxes of $(2,427)
|
|
|
|
|
|
|
|
|
|
(19,005
|
)
|
|
(2,500
|
)
|
|
(21,505
|
)
|
|||||||||||
Purchase of subsidiary shares from noncontrolling interest
|
|
|
|
|
|
|
|
|
|
|
|
|
477
|
|
|
477
|
|
|||||||||||
Stock appreciation rights exercised, net 28,109 shares
|
|
50
|
|
|
(282
|
)
|
|
(50
|
)
|
|
|
|
|
|
|
|
(282
|
)
|
||||||||||
Vesting of restricted stock units and other stock grants, net 384,134 shares
|
|
682
|
|
|
(3,449
|
)
|
|
(682
|
)
|
|
|
|
|
|
|
|
|
|
|
(3,449
|
)
|
|||||||
Treasury shares repurchased, 1,321,072 shares
|
|
|
|
(30,011
|
)
|
|
|
|
|
|
|
|
|
|
(30,011
|
)
|
||||||||||||
Amortization of unearned stock-based compensation, net of forfeitures
|
|
|
|
|
|
|
|
11,128
|
|
|
|
|
|
|
|
|
|
|
|
11,128
|
|
|||||||
Balances, December 31, 2018
|
|
141,842
|
|
|
(795,821
|
)
|
|
190,597
|
|
|
1,298,752
|
|
|
(567,107
|
)
|
|
45,113
|
|
|
313,376
|
|
|||||||
Adoption of new accounting standard (See Note 2)
|
|
|
|
|
|
|
|
|
21,429
|
|
|
(21,429
|
)
|
|
|
|
—
|
|
||||||||||
Net income
|
|
|
|
|
|
|
|
|
|
|
503,919
|
|
|
|
|
8,299
|
|
|
512,218
|
|
||||||||
Cash dividends declared:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Noncontrolling interests
|
|
|
|
|
|
|
|
|
|
|
|
(4,693
|
)
|
|
(4,693
|
)
|
||||||||||||
Total other comprehensive income (loss), net of deferred income taxes of $690
|
|
|
|
|
|
|
|
|
|
914
|
|
|
(972
|
)
|
|
(58
|
)
|
|||||||||||
Sale of noncontrolling interest
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,026
|
|
|
4,026
|
|
||||||||||
Strategic venture exit
|
|
|
|
|
|
|
|
|
|
|
|
(3,694
|
)
|
|
(3,694
|
)
|
||||||||||||
Stock appreciation rights exercised, net 11,246 shares
|
|
20
|
|
|
(117
|
)
|
|
(20
|
)
|
|
|
|
|
|
|
|
(117
|
)
|
||||||||||
Vesting of restricted stock units and other stock grants, net 196,102 shares
|
|
402
|
|
|
(2,882
|
)
|
|
(402
|
)
|
|
|
|
|
|
|
|
|
|
|
(2,882
|
)
|
|||||||
Vesting of performance share units, net 529,213 shares
|
|
1,136
|
|
|
(8,235
|
)
|
|
(1,149
|
)
|
|
|
|
|
|
|
|
(8,248
|
)
|
||||||||||
Treasury shares repurchased, 1,766,826 shares
|
|
|
|
(31,838
|
)
|
|
|
|
|
|
|
|
|
|
(31,838
|
)
|
||||||||||||
Amortization of unearned stock-based compensation, net of forfeitures
|
|
|
|
|
|
|
|
11,569
|
|
|
|
|
|
|
|
|
|
|
|
11,569
|
|
|||||||
Balances, December 31, 2019
|
|
$
|
143,400
|
|
|
$
|
(838,893
|
)
|
|
$
|
200,595
|
|
|
$
|
1,824,100
|
|
|
$
|
(587,622
|
)
|
|
$
|
48,079
|
|
|
$
|
789,659
|
|
•
|
Service revenues are recognized over time as the customer simultaneously receives the benefits provided by the Company's performance. The Company utilizes an output method based on work performed (liquid steel tons processed, weight of material handled, etc.) to measure progress, which is deemed to best depict the transfer of value to the customer and revenue earned by the Company. Transaction prices are based on contractual terms, which may include both fixed and variable portions. The fixed portion is recognized as earned (normally monthly) over the contractual period. The variable portion is recognized as services are performed and differs based on the volume of services performed. Given the long-term nature of these arrangements, most contracts permit periodic adjustment of either the variable or both the fixed and variable portions based on the changes in macroeconomic indicators, including changes in commodity prices. Transaction prices, when the standalone selling price is not directly observable, are allocated to performance obligations utilizing an expected cost plus a margin approach. Amounts are typically billed and payable on a monthly basis as services are performed.
|
•
|
Product revenues are recognized at the point when control transfers to the customer. Control generally transfers at the point of shipment for domestic orders and in accordance with the international commercial terms included in contracts for export sales. Transaction prices are based on contractual terms, which are generally fixed and when the standalone selling price is not directly observable, allocated to performance obligations utilizing an adjusted market assessment approach. Amounts are billed and payable upon completion of each transaction.
|
•
|
Product revenues in the aluminum dross and scrap process systems business are generally recognized over time as control is transferred to the customer. Control transfers over time because aluminum dross and scrap systems are customized, have no alternate use and the Company has an enforceable right to payment. The Company utilizes an input method based on costs incurred ("cost-to-cost method") to measure progress, which is deemed to best depict the transfer of value to the customer and revenue earned by the Company. Transaction prices are based on contractual terms, which are generally fixed, and when the standalone selling price is not directly observable, allocated to performance obligations utilizing an adjusted market assessment approach. The Company may receive periodic payments associated with key milestones with any remaining consideration billed and payable upon completion of the transaction.
|
•
|
Revenues are recognized over time as the customer simultaneously receives the benefits provided by the Company's performance. The Company utilizes an output method based on the amount of materials received for processing to measure progress, which is deemed to best depict the transfer of value to the customer and revenue earned by the Company. Transaction prices are based on contractual terms which are generally fixed for hazardous waste and contaminated materials and which is variable (based on volumes) for dredged material. Fixed amounts are recognized as earned over the contractual period and variable amounts are recognized as services are performed and differ based on the volume of services performed. Transaction prices, when the standalone selling price is not directly observable, are allocated to performance obligations utilizing an expected cost plus a margin approach. Amounts are typically billed and payable on a monthly basis.
|
•
|
For the majority of railway track maintenance equipment sales, revenue is recognized at the point when control transfers to the customer. Control generally transfers at the point of shipment for domestic orders and in accordance with the international commercial terms included in contracts for export sales. In certain railway track maintenance equipment sales, revenue is recognized over time because such equipment is highly customized, has no alternate use and the Company has an enforceable right to payment. The Harsco Rail Segment uses the cost-to-cost method to measure progress because it is the measure that best depicts the transfer of control to the customer, which occurs as the Harsco Rail Segment incurs costs under the contracts. Under the cost-to-cost method, the extent of progress towards completion is based on the ratio of costs incurred to total estimated costs at completion which includes both actual costs already incurred and the estimated costs to complete. Accounting for contracts with customers using the cost-to-cost method requires significant judgment relative to assessing risks, estimating contract revenues (including estimates of variable consideration, if applicable), estimating contract costs (including estimating any liquidating damages or penalties related to performance, engineering costs to design the machine and the material, labor and overhead manufacturing costs to build the machine); making assumptions for schedule and technical items; properly executing the engineering and design phases consistent with customer expectations; the availability and costs of labor and material resources; productivity; and evaluating whether a significant financing component is present. Due to the number of years it may take to complete certain contracts and the scope and nature of the work required to be performed on those contracts, primarily in the Harsco Rail Segment, estimating total revenues and costs at completion is inherently complicated and subject to many variables. Transaction prices are based on contracted terms, which are generally fixed, and when the standalone selling price is not directly observable, allocated to performance obligations utilizing either the adjusted market assessment or expected cost plus a margin approach. For certain transactions, the Company receives periodic payments associated with key milestones. In limited instances, those payments are intended to provide financing with such transactions being treated as including a significant financing component. Any remaining consideration is billed and payable upon completion of the transaction.
|
•
|
For after-market parts sales and safety equipment, revenue is recognized at the point when control transfers to the customer. Control generally transfer to the customer at the point of shipment for domestic orders and in accordance with the international commercial terms included in contracts for export sales. Transaction prices are based on contracted terms, which are generally fixed, and when the standalone selling price is not directly observable, allocated to performance obligations utilizing an adjusted market assessment approach. Amounts are billed and payable upon completion of each contract.
|
•
|
For railway track maintenance services, revenue is recognized over time as the customer simultaneously receives the benefits provided by the Company's performance. The Company utilizes an appropriate output method based on work performed (feet, miles, shifts worked, etc.) to measure progress, which is deemed to best depict the transfer of value to the customer and revenue earned by the Company. Transaction prices are based on contracted terms, which are generally variable. The variable portion is recognized as services are performed and differs based on the value of services. Given the long-term nature of these arrangements, most contracts permit periodic adjustment based on the changes in macroeconomic indicators. Transaction prices, when the standalone selling price is not directly observable, are allocated to performance obligations utilizing an expected cost plus a margin approach. Amounts are typically billed and payable on a monthly basis as services are performed.
|
•
|
The Company has not adjusted the promised amount of consideration for the effects of a significant financing component if the Company expects, at contract inception, that the period between when the Company transfers the promised good or services to the customer and when the customer pays for that good or service would be one year or less; and
|
•
|
The Company has elected to exclude disclosures related to unsatisfied performance obligations where the related contract has a duration of one year or less; or where the consideration is entirely variable. Accordingly, the Company's disclosure related to unsatisfied performance obligations is limited to the railway track maintenance equipment in the Harsco Rail Segment and the fixed portion of fees related to metals services in the Harsco Environmental Segment.
|
(In thousands)
|
|
2019
|
|
2018
|
|
2017
|
||||||
Warranty reserves, beginning of the year
|
|
$
|
5,243
|
|
|
$
|
5,486
|
|
|
$
|
6,001
|
|
Accruals for warranties issued during the year
|
|
4,134
|
|
|
3,837
|
|
|
4,533
|
|
|||
Reductions related to pre-existing warranties
|
|
(2,748
|
)
|
|
(3,320
|
)
|
|
(3,428
|
)
|
|||
Acquisitions (See Note 3)
|
|
—
|
|
|
249
|
|
|
—
|
|
|||
Warranties paid
|
|
(649
|
)
|
|
(942
|
)
|
|
(1,637
|
)
|
|||
Other (principally foreign currency translation)
|
|
(60
|
)
|
|
(67
|
)
|
|
17
|
|
|||
Warranty reserves, end of the year
|
|
$
|
5,920
|
|
|
$
|
5,243
|
|
|
$
|
5,486
|
|
|
|
Preliminary Valuation
|
||||||||||
(In millions)
|
|
June 28,
2019
|
|
Measurement Period Adjustments (a)
|
|
December 31
2019 |
||||||
Cash and cash equivalents (b)
|
|
$
|
42.8
|
|
|
$
|
(39.2
|
)
|
|
$
|
3.6
|
|
Trade accounts receivable, net
|
|
63.7
|
|
|
(1.2
|
)
|
|
62.5
|
|
|||
Other receivables
|
|
0.8
|
|
|
1.3
|
|
|
2.1
|
|
|||
Other current assets
|
|
8.7
|
|
|
(1.4
|
)
|
|
7.3
|
|
|||
Property, plant and equipment
|
|
75.6
|
|
|
1.7
|
|
|
77.3
|
|
|||
Right-of-use assets
|
|
14.4
|
|
|
11.4
|
|
|
25.8
|
|
|||
Goodwill
|
|
313.8
|
|
|
16.4
|
|
|
330.2
|
|
|||
Intangible assets
|
|
261.1
|
|
|
(18.9
|
)
|
|
242.2
|
|
|||
Other assets
|
|
4.0
|
|
|
(3.0
|
)
|
|
1.0
|
|
|||
Accounts payable
|
|
(23.0
|
)
|
|
(0.1
|
)
|
|
(23.1
|
)
|
|||
Acquisition consideration payable (b)
|
|
(39.2
|
)
|
|
39.2
|
|
|
—
|
|
|||
Other current liabilities
|
|
(18.0
|
)
|
|
(1.3
|
)
|
|
(19.3
|
)
|
|||
Net deferred taxes liabilities
|
|
(51.2
|
)
|
|
5.4
|
|
|
(45.8
|
)
|
|||
Operating lease liabilities
|
|
(11.1
|
)
|
|
(8.4
|
)
|
|
(19.5
|
)
|
|||
Other liabilities
|
|
(6.5
|
)
|
|
(2.1
|
)
|
|
(8.6
|
)
|
|||
Total identifiable net assets of Clean Earth
|
|
$
|
635.9
|
|
|
$
|
(0.2
|
)
|
|
$
|
635.7
|
|
(a)
|
The measurement period adjustments did not have a material impact on the Company's previously reported operating results.
|
(b)
|
Acquisition consideration payable represents a portion of the cash consideration not paid out until July 2019.
|
|
|
|
|
Preliminary Valuation
|
||||||||||
(Dollars in millions)
|
|
Weighted-Average Amortization Period
|
|
Preliminary
Valuation
June 28, 2019
|
|
Measurement Period Adjustments (c)
|
|
December 31
2019 |
||||||
Permits
|
|
18 years
|
|
$
|
176.1
|
|
|
$
|
(6.0
|
)
|
|
$
|
170.1
|
|
Customer relationships and backlog
|
|
7.5 years
|
|
33.4
|
|
|
(12.9
|
)
|
|
20.5
|
|
|||
Air rights
|
|
Usage based (d)
|
|
25.6
|
|
|
—
|
|
|
25.6
|
|
|||
Trade names
|
|
11.5 years
|
|
26.0
|
|
|
—
|
|
|
26.0
|
|
|||
Total identifiable intangible assets of Clean Earth
|
|
|
|
$
|
261.1
|
|
|
$
|
(18.9
|
)
|
|
$
|
242.2
|
|
(c)
|
The measurement period adjustments did not have a material impact on the Company's previously reported operating results.
|
(d)
|
The Company estimates that based on current usage that the expected useful life would be 26.5 years.
|
(In thousands)
|
|
2019
|
||
Balance at June 28, 2019
|
|
$
|
3,100
|
|
Payment
|
|
(525
|
)
|
|
Fair value adjustment
|
|
825
|
|
|
Balance at end of year
|
|
$
|
3,400
|
|
|
|
Year Ended December 31
|
||||||
(In millions)
|
|
2019
|
|
2018
|
||||
Pro forma revenues
|
|
$
|
1,635.9
|
|
|
$
|
1,614.6
|
|
Pro forma net income (including discontinued operations) (e)
|
|
517.6
|
|
|
116.1
|
|
(e)
|
Pro forma net income for 2019 includes a $453.6 million after-tax gain on the sale of AXC and PK.
|
|
|
Final Valuation
|
||||||||||
(In millions)
|
|
June 30
2018
|
|
Measurement Period Adjustments (f)
|
|
March 31
2019 |
||||||
Cash and cash equivalents
|
|
$
|
1.7
|
|
|
$
|
—
|
|
|
$
|
1.7
|
|
Net working capital
|
|
(1.5
|
)
|
|
0.2
|
|
|
(1.3
|
)
|
|||
Property, plant and equipment
|
|
3.3
|
|
|
—
|
|
|
3.3
|
|
|||
Intangible assets
|
|
52.5
|
|
|
0.2
|
|
|
52.7
|
|
|||
Goodwill
|
|
20.9
|
|
|
1.6
|
|
|
22.5
|
|
|||
Net deferred tax liabilities
|
|
(8.5
|
)
|
|
—
|
|
|
(8.5
|
)
|
|||
Other liabilities
|
|
(0.3
|
)
|
|
—
|
|
|
(0.3
|
)
|
|||
Total identifiable net assets of Altek
|
|
$
|
68.1
|
|
|
$
|
2.0
|
|
|
$
|
70.1
|
|
(f)
|
The measurement period adjustments did not have a material impact on the Company's previously reported operating results.
|
(In thousands)
|
|
2019
|
|
2018
|
||||
Balance at beginning of year
|
|
$
|
8,420
|
|
|
$
|
—
|
|
Recognition of contingent consideration
|
|
—
|
|
|
10,097
|
|
||
Measurement period adjustment (g)
|
|
—
|
|
|
1,958
|
|
||
Fair value adjustment (h)
|
|
(8,506
|
)
|
|
(2,939
|
)
|
||
Foreign currency translation
|
|
86
|
|
|
(696
|
)
|
||
Balance at end of year
|
|
$
|
—
|
|
|
$
|
8,420
|
|
(g)
|
Measurement period adjustment was recorded to goodwill on the Consolidated Balance Sheet.
|
(h)
|
The fair value adjustment resulted from the decreased probability of Altek achieving cumulative financial and non-financial performance goals within the required time frame. This amount is recorded in Other expenses, net on the Consolidated Statements of Operations.
|
(in thousands)
|
|
December 31, 2019(i)
|
|
December 31
2018 |
||||
Trade accounts receivable, net
|
|
$
|
10,982
|
|
|
$
|
44,786
|
|
Other receivables
|
|
78
|
|
|
412
|
|
||
Inventories
|
|
9,838
|
|
|
16,926
|
|
||
Current portion of contract assets
|
|
—
|
|
|
12,124
|
|
||
Other current assets
|
|
655
|
|
|
984
|
|
||
Property, plant and equipment, net
|
|
20,703
|
|
|
37,107
|
|
||
Right-of-use assets, net
|
|
11,230
|
|
|
—
|
|
||
Goodwill
|
|
—
|
|
|
6,839
|
|
||
Intangible assets, net
|
|
—
|
|
|
10,618
|
|
||
Deferred income tax assets
|
|
—
|
|
|
563
|
|
||
Other assets
|
|
96
|
|
|
204
|
|
||
Total assets
|
|
$
|
53,582
|
|
|
$
|
130,563
|
|
|
|
|
|
|
||||
Accounts payable
|
|
$
|
5,060
|
|
|
$
|
24,426
|
|
Accrued compensation
|
|
2,324
|
|
|
7,385
|
|
||
Current portion of advances on contracts
|
|
1,168
|
|
|
1,910
|
|
||
Current portion of operating lease liabilities
|
|
1,575
|
|
|
—
|
|
||
Other current liabilities
|
|
1,218
|
|
|
5,689
|
|
||
Operating lease liabilities
|
|
9,837
|
|
|
—
|
|
||
Other liabilities
|
|
2,314
|
|
|
555
|
|
||
Total liabilities
|
|
$
|
23,496
|
|
|
$
|
39,965
|
|
(i)
|
The decrease from December 31, 2018 is primarily related to the sale of AXC and PK.
|
(l)
|
The Company has allocated the $5.3 million write-off of deferred financing costs to discontinued operations as it is directly attributed to the mandatory repayment of the Term Loan Facility that resulted from the AXC disposal.
|
|
|
Years Ended December 31
|
||||||||||
(In millions)
|
|
2019
|
|
2018
|
|
2017
|
||||||
Non-cash operating items
|
|
|
|
|
|
|
||||||
Depreciation and amortization
|
|
$
|
3,301
|
|
|
$
|
7,729
|
|
|
$
|
7,360
|
|
Cash flows from investing activities
|
|
|
|
|
|
|
||||||
Purchases of property, plant and equipment
|
|
8,372
|
|
|
7,561
|
|
|
6,895
|
|
(In thousands)
|
|
December 31
2019 |
|
December 31
2018 |
||||
Trade accounts receivable
|
|
$
|
323,502
|
|
|
$
|
251,013
|
|
Less: Allowance for doubtful accounts
|
|
(13,512
|
)
|
|
(4,586
|
)
|
||
Trade accounts receivable, net
|
|
$
|
309,990
|
|
|
$
|
246,427
|
|
Insurance claim receivable (a)
|
|
$
|
—
|
|
|
$
|
30,000
|
|
Other receivables (b)
|
|
$
|
21,265
|
|
|
$
|
23,770
|
|
(a)
|
Relates to the Lima Refinery litigation. See Note 11, Commitments and Contingencies, for additional information.
|
(b)
|
Other receivables include employee receivables, tax claim receivables and other miscellaneous receivables not included in Trade accounts receivable, net.
|
|
|
Years Ended December 31
|
||||||||||
(In thousands)
|
|
2019
|
|
2018
|
|
2017
|
||||||
Provision for doubtful accounts related to trade accounts receivable
|
|
$
|
7,507
|
|
|
$
|
380
|
|
|
$
|
5,211
|
|
(In thousands)
|
|
December 31
2019 |
|
December 31
2018 |
||||
Finished goods
|
|
$
|
14,550
|
|
|
$
|
11,892
|
|
Work-in-process
|
|
13,088
|
|
|
20,839
|
|
||
Raw materials and purchased parts
|
|
104,488
|
|
|
61,547
|
|
||
Stores and supplies
|
|
24,865
|
|
|
21,907
|
|
||
Total inventories
|
|
$
|
156,991
|
|
|
$
|
116,185
|
|
Valued at lower of cost or market:
|
|
|
|
|
||||
LIFO basis
|
|
$
|
101,465
|
|
|
$
|
66,650
|
|
FIFO basis
|
|
7,473
|
|
|
5,719
|
|
||
Average cost basis
|
|
48,053
|
|
|
43,816
|
|
||
Total inventories
|
|
$
|
156,991
|
|
|
$
|
116,185
|
|
(In thousands)
|
|
Estimated
Useful Lives
|
|
December 31
2019 |
|
December 31
2018 |
||||
Land
|
|
—
|
|
$
|
30,409
|
|
|
$
|
10,143
|
|
Land improvements
|
|
5-20 years
|
|
19,155
|
|
|
15,961
|
|
||
Buildings and improvements (a)
|
|
5-40 years
|
|
182,795
|
|
|
163,037
|
|
||
Machinery and equipment
|
|
3-20 years
|
|
1,518,652
|
|
|
1,470,620
|
|
||
Uncompleted construction
|
|
—
|
|
55,592
|
|
|
36,968
|
|
||
Gross property, plant and equipment
|
|
|
|
1,806,603
|
|
|
1,696,729
|
|
||
Less: Accumulated depreciation
|
|
|
|
(1,244,817
|
)
|
|
(1,263,936
|
)
|
||
Property, plant and equipment, net
|
|
|
|
$
|
561,786
|
|
|
$
|
432,793
|
|
(In thousands)
|
|
Harsco Environmental
Segment
|
|
Harsco
Clean Earth
Segment
|
|
Harsco
Rail
Segment
|
|
Consolidated
Totals
|
||||||||
Balance at December 31, 2017
|
|
$
|
381,893
|
|
|
$
|
—
|
|
|
$
|
13,026
|
|
|
$
|
394,919
|
|
Changes to goodwill (a)
|
|
22,518
|
|
|
—
|
|
|
—
|
|
|
22,518
|
|
||||
Foreign currency translation
|
|
(12,724
|
)
|
|
—
|
|
|
—
|
|
|
(12,724
|
)
|
||||
Balance at December 31, 2018
|
|
391,687
|
|
|
—
|
|
|
13,026
|
|
|
404,713
|
|
||||
Changes to goodwill (b)
|
|
—
|
|
|
330,230
|
|
|
—
|
|
|
330,230
|
|
||||
Foreign currency translation
|
|
3,426
|
|
|
—
|
|
|
—
|
|
|
3,426
|
|
||||
Balance at December 31, 2019
|
|
$
|
395,113
|
|
|
$
|
330,230
|
|
|
$
|
13,026
|
|
|
$
|
738,369
|
|
(a)
|
Changes to goodwill in the Harsco Environmental Segment relate to the acquisition of Altek. See Note 3, Acquisitions and Dispositions.
|
(b)
|
The changes to goodwill related to the acquisition of Clean Earth. See Note 3, Acquisitions and Dispositions.
|
|
|
December 31, 2019
|
|
December 31, 2018
|
||||||||||||
(In thousands)
|
|
Gross Carrying
Amount
|
|
Accumulated
Amortization
|
|
Gross Carrying
Amount
|
|
Accumulated
Amortization
|
||||||||
Customer related
|
|
$
|
143,996
|
|
|
$
|
99,327
|
|
|
$
|
122,378
|
|
|
$
|
93,577
|
|
Permits
|
|
170,322
|
|
|
4,694
|
|
|
—
|
|
|
—
|
|
||||
Technology related
|
|
36,467
|
|
|
5,635
|
|
|
35,831
|
|
|
2,681
|
|
||||
Trade names
|
|
31,719
|
|
|
2,182
|
|
|
5,565
|
|
|
682
|
|
||||
Air rights
|
|
26,139
|
|
|
411
|
|
|
—
|
|
|
—
|
|
||||
Patents
|
|
249
|
|
|
168
|
|
|
2,598
|
|
|
2,503
|
|
||||
Other
|
|
3,765
|
|
|
1,158
|
|
|
4,214
|
|
|
1,936
|
|
||||
Total
|
|
$
|
412,657
|
|
|
$
|
113,575
|
|
|
$
|
170,586
|
|
|
$
|
101,379
|
|
(In thousands)
|
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
2024
|
||||||||||
Estimated amortization expense (a)
|
|
$
|
23,500
|
|
|
$
|
22,400
|
|
|
$
|
22,000
|
|
|
$
|
22,000
|
|
|
$
|
22,000
|
|
(a)
|
These estimated amortization expense amounts do not reflect the potential effect of future foreign currency exchange rate fluctuations.
|
(In thousands)
|
|
December 31
2019 |
|
December 31
2018 |
||||
Senior Secured Credit Facilities (a):
|
|
|
|
|
||||
Term Loan Facility with an interest rate of 4.1% and 4.8% at December 31, 2019 and 2018, respectively
|
|
$
|
218,188
|
|
|
$
|
541,788
|
|
Revolving Credit Facility with an average interest rate of 5.0% and 4.6% at December 31, 2019 and 2018, respectively
|
|
67,000
|
|
|
62,000
|
|
||
5.75% notes due July 31, 2027
|
|
500,000
|
|
|
—
|
|
||
Other financing payable (including capital leases) in varying amounts due principally through 2020 with a weighted-average interest rate of 3.9% at December 31, 2019 and 2018.
|
|
9,827
|
|
|
1,606
|
|
||
Total debt obligations
|
|
795,015
|
|
|
605,394
|
|
||
Less: deferred financing costs
|
|
(16,851
|
)
|
|
(13,243
|
)
|
||
Total debt obligations, net of deferred financing costs
|
|
778,164
|
|
|
592,151
|
|
||
Less: current maturities of long-term debt
|
|
(2,666
|
)
|
|
(6,489
|
)
|
||
Long-term debt
|
|
$
|
775,498
|
|
|
$
|
585,662
|
|
(a)
|
All amounts related to the Senior Secured Credit Facilities were reflected as Long-term debt at December 31, 2019. The current portion of long-term debt related to the Senior Secured Credit Facilities was $5.4 million with the remainder reflected as Long-term debt at December 31, 2018.
|
|
|
December 31, 2019
|
||||||||||||||
(In thousands)
|
|
Facility
Limit
|
|
Outstanding
Balance
|
|
Outstanding Letters of Credit
|
|
Available
Credit
|
||||||||
Revolving Credit Facility (a U.S.-based program)
|
|
$
|
700,000
|
|
|
$
|
67,000
|
|
|
$
|
25,352
|
|
|
$
|
607,648
|
|
|
|
Year Ended
|
||
(In thousands)
|
|
December 31
2019 |
||
Finance leases:
|
|
|
||
Amortization expense
|
|
$
|
1,234
|
|
Interest on lease liabilities
|
|
50
|
|
|
Operating leases
|
|
16,083
|
|
|
Short-term leases
|
|
22,281
|
|
|
Variable lease expense
|
|
1,189
|
|
|
Sublease income
|
|
(198
|
)
|
|
Total lease expense from continuing operations
|
|
$
|
40,639
|
|
|
|
Year Ended
|
||
(In thousands)
|
|
December 31
2019 |
||
Cash paid for amounts included in the measurement of lease liabilities:
|
|
|
||
Cash flows from operating activities - Operating leases
|
|
$
|
15,143
|
|
Cash flows from financing activities - Finance leases
|
|
1,317
|
|
|
Right-of-use assets obtained in exchange for lease obligations:
|
|
|
||
Operating leases (a)
|
|
$
|
65,525
|
|
Finance leases
|
|
2,658
|
|
(a)
|
Includes ROU assets of approximately $34 million that were recorded upon adoption at January 1, 2019 and $25.8 million that were recorded upon the acquisition of Clean Earth. See Note 2, Recently Adopted and Recently Issued Accounting Standards, and Note 3, Acquisitions and Dispositions, for additional information.
|
(In thousands)
|
|
December 31
2019 |
||
Operating Leases:
|
|
|
||
Operating lease right-of-use assets
|
|
$
|
52,065
|
|
Current portion of operating lease liabilities
|
|
12,544
|
|
|
Operating lease liabilities
|
|
36,974
|
|
|
Finance Leases:
|
|
|
||
Property, plant and equipment, net
|
|
$
|
3,519
|
|
Current maturities of long-term debt
|
|
1,237
|
|
|
Long-term debt
|
|
2,218
|
|
|
|
December 31
2019 |
|
Other information:
|
|
|
|
Weighted average remaining lease term - Operating leases (in years)
|
|
11.57
|
|
Weighted average remaining lease term - Finance leases (in years)
|
|
4.01
|
|
Weighted average discount rate - Operating leases
|
|
6.3
|
%
|
Weighted average discount rate - Finance leases
|
|
4.2
|
%
|
(In thousand)
|
|
Operating Leases
|
|
Finance
Leases
|
||||
Year Ending December 31st:
|
|
|
|
|
||||
2020
|
|
$
|
15,045
|
|
|
$
|
1,360
|
|
2021
|
|
11,159
|
|
|
908
|
|
||
2022
|
|
7,166
|
|
|
655
|
|
||
2023
|
|
5,044
|
|
|
477
|
|
||
2024
|
|
2,991
|
|
|
312
|
|
||
After 2024
|
|
31,932
|
|
|
3
|
|
||
Total lease payments
|
|
73,337
|
|
|
3,715
|
|
||
Less: Imputed interest
|
|
(23,819
|
)
|
|
(260
|
)
|
||
Total
|
|
$
|
49,518
|
|
|
$
|
3,455
|
|
(In thousands)
|
|
|
||
2019
|
|
$
|
10,761
|
|
2020
|
|
8,938
|
|
|
2021
|
|
6,235
|
|
|
2022
|
|
4,602
|
|
|
2023
|
|
3,083
|
|
|
After 2023
|
|
17,170
|
|
|
|
U.S. Plans
|
|
International Plans
|
||||||||||||
(In thousands)
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Change in benefit obligation:
|
|
|
|
|
|
|
|
|
||||||||
Benefit obligation at beginning of year
|
|
$
|
286,027
|
|
|
$
|
314,861
|
|
|
$
|
874,679
|
|
|
$
|
1,015,586
|
|
Service cost
|
|
39
|
|
|
42
|
|
|
1,447
|
|
|
1,669
|
|
||||
Interest cost
|
|
10,551
|
|
|
9,562
|
|
|
22,280
|
|
|
21,589
|
|
||||
Plan participants' contributions
|
|
—
|
|
|
—
|
|
|
36
|
|
|
49
|
|
||||
Amendments
|
|
—
|
|
|
—
|
|
|
1,254
|
|
|
11,238
|
|
||||
Actuarial (gain) loss
|
|
20,064
|
|
|
(21,474
|
)
|
|
93,330
|
|
|
(78,658
|
)
|
||||
Settlements/curtailments
|
|
—
|
|
|
—
|
|
|
(343
|
)
|
|
(313
|
)
|
||||
Benefits paid
|
|
(15,842
|
)
|
|
(16,964
|
)
|
|
(37,396
|
)
|
|
(37,721
|
)
|
||||
Effect of foreign currency
|
|
—
|
|
|
—
|
|
|
33,010
|
|
|
(58,760
|
)
|
||||
Acquisitions/divestitures
|
|
(6,146
|
)
|
|
—
|
|
|
(9
|
)
|
|
—
|
|
||||
Benefit obligation at end of year
|
|
$
|
294,693
|
|
|
$
|
286,027
|
|
|
$
|
988,288
|
|
|
$
|
874,679
|
|
|
|
U.S. Plans
|
|
International Plans
|
||||||||||||
(In thousands)
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Change in plan assets:
|
|
|
|
|
|
|
|
|
||||||||
Fair value of plan assets at beginning of year
|
|
$
|
205,388
|
|
|
$
|
229,941
|
|
|
$
|
744,538
|
|
|
$
|
842,717
|
|
Actual return on plan assets
|
|
37,665
|
|
|
(17,883
|
)
|
|
108,235
|
|
|
(30,004
|
)
|
||||
Employer contributions
|
|
8,306
|
|
|
10,294
|
|
|
21,121
|
|
|
18,415
|
|
||||
Plan participants' contributions
|
|
—
|
|
|
—
|
|
|
36
|
|
|
49
|
|
||||
Settlements/curtailments
|
|
—
|
|
|
—
|
|
|
(343
|
)
|
|
(313
|
)
|
||||
Benefits paid
|
|
(15,842
|
)
|
|
(16,964
|
)
|
|
(37,217
|
)
|
|
(37,570
|
)
|
||||
Effect of foreign currency
|
|
—
|
|
|
—
|
|
|
28,275
|
|
|
(48,756
|
)
|
||||
Acquisitions/divestitures
|
|
(9,249
|
)
|
|
—
|
|
|
(9
|
)
|
|
—
|
|
||||
Fair value of plan assets at end of year
|
|
$
|
226,268
|
|
|
$
|
205,388
|
|
|
$
|
864,636
|
|
|
$
|
744,538
|
|
Funded status at end of year
|
|
$
|
(68,425
|
)
|
|
$
|
(80,639
|
)
|
|
$
|
(123,652
|
)
|
|
$
|
(130,141
|
)
|
|
|
U.S. Plans
|
|
International Plans
|
||||||||||||
|
|
December 31
|
|
December 31
|
||||||||||||
(In thousands)
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Noncurrent assets
|
|
$
|
—
|
|
|
$
|
1,953
|
|
|
$
|
987
|
|
|
$
|
2,379
|
|
Current liabilities
|
|
1,980
|
|
|
1,954
|
|
|
697
|
|
|
643
|
|
||||
Noncurrent liabilities
|
|
64,465
|
|
|
80,638
|
|
|
123,942
|
|
|
131,876
|
|
||||
Liabilities of assets held-for-sale
|
|
1,980
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Accumulated other comprehensive loss
|
|
133,806
|
|
|
149,326
|
|
|
415,781
|
|
|
391,849
|
|
|
|
U.S. Plans
|
|
International Plans
|
||||||||||||
(In thousands)
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Net actuarial loss
|
|
$
|
133,806
|
|
|
$
|
149,326
|
|
|
$
|
408,709
|
|
|
$
|
384,666
|
|
Prior service cost
|
|
—
|
|
|
—
|
|
|
7,072
|
|
|
7,183
|
|
||||
Total
|
|
$
|
133,806
|
|
|
$
|
149,326
|
|
|
$
|
415,781
|
|
|
$
|
391,849
|
|
(In thousands)
|
|
U.S. Plans
|
|
International Plans
|
||||
Net actuarial loss
|
|
$
|
5,085
|
|
|
$
|
15,137
|
|
Prior service cost
|
|
—
|
|
|
392
|
|
||
Total
|
|
$
|
5,085
|
|
|
$
|
15,529
|
|
(In millions)
|
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
2024
|
|
2025-2029
|
||||||||||||
U.S. Plans
|
|
$
|
25.7
|
|
|
$
|
17.5
|
|
|
$
|
17.6
|
|
|
$
|
17.5
|
|
|
$
|
17.4
|
|
|
$
|
84.7
|
|
International Plans
|
|
38.9
|
|
|
39.8
|
|
|
40.2
|
|
|
41.3
|
|
|
42.1
|
|
|
224.8
|
|
|
|
U.S. Plans
December 31
|
|
International Plans
December 31
|
|
Global Weighted-Average
December 31
|
|||||||||||||||||||||
|
|
2019
|
|
2018
|
|
2017
|
|
2019
|
|
2018
|
|
2017
|
|
2019
|
|
2018
|
|
2017
|
|||||||||
Discount rates
|
|
4.2
|
%
|
|
3.5
|
%
|
|
4.0
|
%
|
|
2.9
|
%
|
|
2.6
|
%
|
|
2.8
|
%
|
|
3.2
|
%
|
|
2.8
|
%
|
|
3.1
|
%
|
Expected long-term rates of return on plan assets
|
|
7.3
|
%
|
|
7.3
|
%
|
|
7.3
|
%
|
|
5.5
|
%
|
|
5.6
|
%
|
|
5.9
|
%
|
|
5.9
|
%
|
|
6.0
|
%
|
|
6.2
|
%
|
|
|
U.S. Plans
|
|
International Plans
|
|
Global Weighted-Average
|
||||||||||||
|
|
December 31
|
|
December 31
|
|
December 31
|
||||||||||||
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||
Discount rates
|
|
3.2
|
%
|
|
4.2
|
%
|
|
2.1
|
%
|
|
2.9
|
%
|
|
2.4
|
%
|
|
3.2
|
%
|
|
|
U.S. Plans
|
|
International Plans
|
||||||||||||
|
|
December 31
|
|
December 31
|
||||||||||||
(In millions)
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Accumulated benefit obligation
|
|
$
|
294.7
|
|
|
$
|
286.0
|
|
|
$
|
982.7
|
|
|
$
|
869.4
|
|
|
|
U.S. Plans
|
|
International Plans
|
||||||||||||
|
|
December 31
|
|
December 31
|
||||||||||||
(In millions)
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Projected benefit obligation
|
|
$
|
294.7
|
|
|
$
|
279.2
|
|
|
$
|
966.3
|
|
|
$
|
831.7
|
|
Accumulated benefit obligation
|
|
294.7
|
|
|
279.2
|
|
|
961.1
|
|
|
828.9
|
|
||||
Fair value of plan assets
|
|
226.3
|
|
|
196.6
|
|
|
841.9
|
|
|
701.4
|
|
|
|
Target Long-Term
Allocation
|
|
Percentage of Plan Assets
December 31
|
||||
U.S. Plans Asset Category
|
|
|
2019
|
|
2018
|
|||
Domestic equity securities
|
|
26%-36%
|
|
30.8
|
%
|
|
30.6
|
%
|
International equity securities
|
|
20%-30%
|
|
25.3
|
%
|
|
22.0
|
%
|
Fixed income securities
|
|
31%-41%
|
|
34.8
|
%
|
|
42.9
|
%
|
Cash and cash equivalents
|
|
Less than 5%
|
|
0.8
|
%
|
|
0.7
|
%
|
Other (a)
|
|
4%-14%
|
|
8.3
|
%
|
|
3.8
|
%
|
(a)
|
Investments within this caption include diversified global asset allocation funds and credit collection fund.
|
International Plans Asset Category
|
|
Target Long-Term
Allocation
|
|
Percentage of Plan Assets
December 31
|
|||||
|
|
2019
|
|
2018
|
|||||
Equity securities
|
|
29.0
|
%
|
|
31.6
|
%
|
|
29.2
|
%
|
Fixed income securities
|
|
50.0
|
%
|
|
48.5
|
%
|
|
50.7
|
%
|
Cash and cash equivalents
|
|
—
|
|
|
0.3
|
%
|
|
0.3
|
%
|
Other (b)
|
|
21.0
|
%
|
|
19.6
|
%
|
|
19.8
|
%
|
(b)
|
Investments within this caption include diversified growth funds and real estate funds.
|
(In thousands)
|
|
Total
|
|
Level 1
|
|
Investments Valued at Net Asset Value (c)
|
||||||
Domestic equities:
|
|
|
|
|
|
|
||||||
Common stocks
|
|
$
|
8,285
|
|
|
$
|
8,285
|
|
|
$
|
—
|
|
Mutual funds—equities
|
|
61,346
|
|
|
61,346
|
|
|
—
|
|
|||
International equities:
|
|
|
|
|
|
|
|
|||||
Mutual funds—equities
|
|
57,188
|
|
|
57,188
|
|
|
—
|
|
|||
Fixed income investments:
|
|
|
|
|
|
|
||||||
Mutual funds—bonds
|
|
78,685
|
|
|
78,685
|
|
|
—
|
|
|||
Other—mutual funds
|
|
8,764
|
|
|
8,764
|
|
|
—
|
|
|||
Cash and money market accounts
|
|
1,816
|
|
|
1,816
|
|
|
—
|
|
|||
Other—partnerships/joint ventures
|
|
10,184
|
|
|
—
|
|
|
10,184
|
|
|||
Total
|
|
$
|
226,268
|
|
|
$
|
216,084
|
|
|
$
|
10,184
|
|
(c)
|
Certain investments that are measured at fair value using the Net Asset Value per share (or its equivalent) as a practical expedient have not been classified in the fair value hierarchy.
|
(In thousands)
|
|
Total
|
|
Level 1
|
|
Investments Valued at Net Asset Value
|
||||||
Domestic equities:
|
|
|
|
|
|
|
||||||
Common stocks
|
|
$
|
8,937
|
|
|
$
|
8,937
|
|
|
$
|
—
|
|
Mutual funds—equities
|
|
54,002
|
|
|
54,002
|
|
|
—
|
|
|||
International equities:
|
|
|
|
|
|
|
||||||
Mutual funds—equities
|
|
45,195
|
|
|
45,195
|
|
|
—
|
|
|||
Fixed income investments:
|
|
|
|
|
|
|
||||||
Mutual funds—bonds
|
|
88,107
|
|
|
88,107
|
|
|
—
|
|
|||
Other—mutual funds
|
|
7,703
|
|
|
7,703
|
|
|
—
|
|
|||
Cash and money market accounts
|
|
1,444
|
|
|
1,444
|
|
|
—
|
|
|||
Total
|
|
$
|
205,388
|
|
|
$
|
205,388
|
|
|
$
|
—
|
|
(In thousands)
|
|
Total
|
|
Level 1
|
|
Level 2
|
||||||
Equity securities:
|
|
|
|
|
|
|
||||||
Mutual funds—equities
|
|
$
|
273,568
|
|
|
$
|
—
|
|
|
$
|
273,568
|
|
Fixed income investments:
|
|
|
|
|
|
|
||||||
Mutual funds—bonds
|
|
413,249
|
|
|
—
|
|
|
413,249
|
|
|||
Insurance contracts
|
|
5,705
|
|
|
—
|
|
|
5,705
|
|
|||
Other:
|
|
|
|
|
|
|
||||||
Other mutual funds
|
|
169,886
|
|
|
—
|
|
|
169,886
|
|
|||
Cash and money market accounts
|
|
2,228
|
|
|
2,228
|
|
|
—
|
|
|||
Total
|
|
$
|
864,636
|
|
|
$
|
2,228
|
|
|
$
|
862,408
|
|
(In thousands)
|
|
Total
|
|
Level 1
|
|
Level 2
|
||||||
Equity securities:
|
|
|
|
|
|
|
||||||
Mutual funds—equities
|
|
$
|
217,321
|
|
|
$
|
—
|
|
|
$
|
217,321
|
|
Fixed income investments:
|
|
|
|
|
|
|
||||||
Mutual funds—bonds
|
|
372,094
|
|
|
—
|
|
|
372,094
|
|
|||
Insurance contracts
|
|
5,620
|
|
|
|
|
|
5,620
|
|
|||
Other:
|
|
|
|
|
|
|
||||||
Other mutual funds
|
|
147,313
|
|
|
—
|
|
|
147,313
|
|
|||
Cash and money market accounts
|
|
2,190
|
|
|
2,190
|
|
|
—
|
|
|||
Total
|
|
$
|
744,538
|
|
|
$
|
2,190
|
|
|
$
|
742,348
|
|
•
|
Level 1 Fair Value Measurements—Investments in interest-bearing cash are stated at cost, which approximates fair value. The fair values of money market accounts and certain mutual funds are based on quoted net asset values of the shares held by the plan at year-end. The fair values of domestic and international stocks and corporate bonds, notes and convertible debentures are valued at the closing price reported in the active market on which the individual securities are traded.
|
•
|
Level 2 Fair Value Measurements—The fair values of investments in mutual funds for which quoted net asset values in an active market are not available are valued by the investment advisor based on the current market values of the underlying assets of the mutual fund based on information reported by the investment consistent with audited financial statements of the mutual fund. Further information concerning these mutual funds may be obtained from their separate audited financial statements. Investments in U.S. Treasury notes and collateralized securities are valued based on yields currently available on comparable securities of issuers with similar credit ratings.
|
(In thousands)
|
|
2019
|
|
2018
|
|
2017
|
||||||
U.S.
|
|
$
|
(13,934
|
)
|
|
$
|
28,281
|
|
|
$
|
(9,235
|
)
|
International
|
|
70,405
|
|
|
85,368
|
|
|
84,637
|
|
|||
Total income (loss) from continuing operations before income taxes and equity income
|
|
$
|
56,471
|
|
|
$
|
113,649
|
|
|
$
|
75,402
|
|
(In thousands)
|
|
2019
|
|
2018
|
|
2017
|
||||||
Income tax expense (benefit):
|
|
|
|
|
|
|
||||||
Currently payable:
|
|
|
|
|
|
|
||||||
U.S. federal
|
|
$
|
903
|
|
|
$
|
(7
|
)
|
|
$
|
654
|
|
U.S. state
|
|
233
|
|
|
177
|
|
|
54
|
|
|||
International
|
|
23,775
|
|
|
17,127
|
|
|
19,763
|
|
|||
Total income taxes currently payable
|
|
24,911
|
|
|
17,297
|
|
|
20,471
|
|
|||
Deferred U.S. federal
|
|
(5,924
|
)
|
|
1,854
|
|
|
46,372
|
|
|||
Deferred U.S. state
|
|
(1,303
|
)
|
|
(10,911
|
)
|
|
1,121
|
|
|||
Deferred international
|
|
2,530
|
|
|
(2,741
|
)
|
|
10,226
|
|
|||
Total income tax expense from continuing operations
|
|
$
|
20,214
|
|
|
$
|
5,499
|
|
|
$
|
78,190
|
|
(In thousands)
|
|
2019
|
|
2018
|
|
2017
|
||||||
U.S. federal income tax expense
|
|
$
|
11,859
|
|
|
$
|
23,866
|
|
|
$
|
26,391
|
|
U.S. state income taxes, net of federal income tax benefit
|
|
(274
|
)
|
|
566
|
|
|
642
|
|
|||
U.S. other domestic deductions and credits
|
|
(1,322
|
)
|
|
(2,407
|
)
|
|
(364
|
)
|
|||
Difference in effective tax rates on international earnings and remittances
|
|
9,550
|
|
|
5,394
|
|
|
647
|
|
|||
Uncertain tax position contingencies and settlements
|
|
310
|
|
|
(1,180
|
)
|
|
(1,518
|
)
|
|||
Changes in realization on beginning of the year deferred tax assets
|
|
2,343
|
|
|
(6,937
|
)
|
|
1,983
|
|
|||
U.S. non-deductible expenses
|
|
2,554
|
|
|
1,128
|
|
|
609
|
|
|||
Impact of U.S. tax reform
|
|
1,643
|
|
|
(11,686
|
)
|
|
49,811
|
|
|||
State deferred tax rate change
|
|
(3,353
|
)
|
|
—
|
|
|
623
|
|
|||
Foreign derived intangible income deduction
|
|
—
|
|
|
(2,366
|
)
|
|
—
|
|
|||
Employee share-based payments
|
|
(3,064
|
)
|
|
(736
|
)
|
|
(346
|
)
|
|||
Other, net
|
|
(32
|
)
|
|
(143
|
)
|
|
(288
|
)
|
|||
Total income tax expense from continuing operations
|
|
$
|
20,214
|
|
|
$
|
5,499
|
|
|
$
|
78,190
|
|
|
|
2019
|
|
2018
|
||||||||||||
(In thousands)
|
|
Asset
|
|
Liability
|
|
Asset
|
|
Liability
|
||||||||
Depreciation and amortization (a)
|
|
$
|
—
|
|
|
$
|
58,229
|
|
|
$
|
—
|
|
|
$
|
8,714
|
|
Expense accruals
|
|
18,421
|
|
|
—
|
|
|
18,827
|
|
|
—
|
|
||||
Inventories
|
|
4,568
|
|
|
—
|
|
|
3,071
|
|
|
—
|
|
||||
Provision for receivables
|
|
1,109
|
|
|
—
|
|
|
689
|
|
|
—
|
|
||||
Deferred revenue
|
|
—
|
|
|
3,222
|
|
|
—
|
|
|
3,122
|
|
||||
Operating loss carryforwards
|
|
85,378
|
|
|
—
|
|
|
81,755
|
|
|
—
|
|
||||
Foreign tax credit carryforwards
|
|
24,219
|
|
|
—
|
|
|
25,814
|
|
|
—
|
|
||||
Capital loss carryforwards
|
|
—
|
|
|
—
|
|
|
9,759
|
|
|
—
|
|
||||
Pensions
|
|
38,766
|
|
|
—
|
|
|
40,442
|
|
|
—
|
|
||||
Currency adjustments
|
|
462
|
|
|
—
|
|
|
3,796
|
|
|
—
|
|
||||
Deferred financing costs
|
|
—
|
|
|
566
|
|
|
—
|
|
|
2,226
|
|
||||
Post-retirement benefits
|
|
411
|
|
|
—
|
|
|
471
|
|
|
—
|
|
||||
Stock based compensation
|
|
6,572
|
|
|
—
|
|
|
5,832
|
|
|
—
|
|
||||
Other
|
|
—
|
|
|
769
|
|
|
5,477
|
|
|
—
|
|
||||
Subtotal
|
|
179,906
|
|
|
62,786
|
|
|
195,933
|
|
|
14,062
|
|
||||
Valuation allowance
|
|
(127,074
|
)
|
|
—
|
|
|
(137,450
|
)
|
|
—
|
|
||||
Total deferred income taxes
|
|
$
|
52,832
|
|
|
$
|
62,786
|
|
|
$
|
58,483
|
|
|
$
|
14,062
|
|
(a)
|
The increase in 2019 is primarily related to the Clean Earth acquisition. See Note 3, Acquisitions and Dispositions, for additional information.
|
(In thousands)
|
|
2019
|
|
2018
|
||||
Deferred income tax assets
|
|
$
|
14,288
|
|
|
$
|
48,551
|
|
Other liabilities
|
|
24,242
|
|
|
4,130
|
|
(In thousands)
|
|
Unrecognized
Income Tax
Benefits
|
|
Deferred
Income Tax
Benefits
|
|
Unrecognized
Income Tax
Benefits, Net of
Deferred Income
Tax Benefits
|
||||||
Balances, January 1, 2017
|
|
$
|
4,582
|
|
|
$
|
(30
|
)
|
|
$
|
4,552
|
|
Additions for tax positions related to the current year (includes currency translation adjustment)
|
|
658
|
|
|
(2
|
)
|
|
656
|
|
|||
Other reductions for tax positions related to prior years
|
|
(321
|
)
|
|
—
|
|
|
(321
|
)
|
|||
Statutes of limitation expirations
|
|
(1,296
|
)
|
|
1
|
|
|
(1,295
|
)
|
|||
Balance at December 31, 2017
|
|
3,623
|
|
|
(31
|
)
|
|
3,592
|
|
|||
Additions for tax positions related to the current year (includes currency translation adjustment)
|
|
196
|
|
|
(1
|
)
|
|
195
|
|
|||
Statutes of limitation expirations
|
|
(1,397
|
)
|
|
6
|
|
|
(1,391
|
)
|
|||
Balance at December 31, 2018
|
|
2,422
|
|
|
(26
|
)
|
|
2,396
|
|
|||
Additions for tax positions related to the current year (includes currency translation adjustment)
|
|
414
|
|
|
(7
|
)
|
|
407
|
|
|||
Additions for tax positions related to prior years (includes currency translation adjustment)
|
|
681
|
|
|
—
|
|
|
681
|
|
|||
Statutes of limitation expirations
|
|
(326
|
)
|
|
2
|
|
|
(324
|
)
|
|||
Settlements
|
|
(62
|
)
|
|
9
|
|
|
(53
|
)
|
|||
Total unrecognized income tax benefits that, if recognized, would impact the effective income tax rate at December 31, 2019
|
|
$
|
3,129
|
|
|
$
|
(22
|
)
|
|
$
|
3,107
|
|
|
|
Shares
Issued
|
|
Treasury
Shares (a)
|
|
Outstanding
Shares
|
|||
Outstanding, January 1, 2017
|
|
112,499,874
|
|
|
32,324,911
|
|
|
80,174,963
|
|
Shares issued for vested restricted stock units
|
|
375,355
|
|
|
105,431
|
|
|
269,924
|
|
Stock appreciation rights exercised
|
|
12,897
|
|
|
3,932
|
|
|
8,965
|
|
Outstanding, December 31, 2017
|
|
112,888,126
|
|
|
32,434,274
|
|
|
80,453,852
|
|
Shares issued for vested restricted stock units
|
|
545,908
|
|
|
161,774
|
|
|
384,134
|
|
Stock appreciation rights exercised
|
|
39,917
|
|
|
11,808
|
|
|
28,109
|
|
Treasury shares purchased
|
|
—
|
|
|
1,321,072
|
|
|
(1,321,072
|
)
|
Outstanding, December 31, 2018
|
|
113,473,951
|
|
|
33,928,928
|
|
|
79,545,023
|
|
Shares issued for vested restricted stock units
|
|
321,965
|
|
|
125,863
|
|
|
196,102
|
|
Shares issued for vested performance stock units
|
|
908,566
|
|
|
379,353
|
|
|
529,213
|
|
Stock appreciation rights exercised
|
|
15,865
|
|
|
4,619
|
|
|
11,246
|
|
Treasury shares purchased
|
|
—
|
|
|
1,766,826
|
|
|
(1,766,826
|
)
|
Outstanding, December 31, 2019
|
|
114,720,347
|
|
|
36,205,589
|
|
|
78,514,758
|
|
(a)
|
The Company repurchases shares in connection with the issuance of shares under stock-based compensation programs and in accordance with Board authorized share repurchase programs.
|
(In thousands)
|
|
2019
|
|
2018
|
|
2017
|
|||
Restricted stock units
|
|
—
|
|
|
—
|
|
|
934
|
|
Stock options
|
|
—
|
|
|
—
|
|
|
52
|
|
Stock appreciation rights
|
|
491
|
|
|
306
|
|
|
1,737
|
|
Performance share units
|
|
124
|
|
|
—
|
|
|
948
|
|
|
|
RSUs (a)
|
|
Weighted Average Fair Value
|
|
Expense
|
|||||||||||||
(Dollars in thousands, except per unit)
|
|
|
|
2019
|
|
2018
|
|
2017
|
|||||||||||
Directors:
|
|
|
|
|
|
|
|
|
|
|
|||||||||
2016
|
|
109,998
|
|
|
$
|
7.00
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
257
|
|
2017
|
|
56,203
|
|
|
13.70
|
|
|
—
|
|
|
179
|
|
|
641
|
|
||||
2018
|
|
43,821
|
|
|
20.54
|
|
|
280
|
|
|
511
|
|
|
—
|
|
||||
2019
|
|
14,211
|
|
|
25.33
|
|
|
240
|
|
|
—
|
|
|
—
|
|
||||
Employees:
|
|
|
|
|
|
|
|
|
|
|
|||||||||
2014
|
|
190,832
|
|
|
25.21
|
|
|
—
|
|
|
—
|
|
|
295
|
|
||||
2015
|
|
239,679
|
|
|
16.53
|
|
|
—
|
|
|
193
|
|
|
498
|
|
||||
2016
|
|
536,773
|
|
|
7.09
|
|
|
290
|
|
|
835
|
|
|
909
|
|
||||
2017
|
|
286,251
|
|
|
13.70
|
|
|
832
|
|
|
910
|
|
|
1,325
|
|
||||
2018
|
|
242,791
|
|
|
19.93
|
|
|
1,208
|
|
|
1,546
|
|
|
—
|
|
||||
2019
|
|
270,864
|
|
|
22.25
|
|
|
1,620
|
|
|
—
|
|
|
—
|
|
||||
Total
|
|
|
|
|
|
|
|
$
|
4,470
|
|
|
$
|
4,174
|
|
|
$
|
3,925
|
|
(a)
|
Represents number of awards originally issued.
|
|
|
Number of Shares
|
|
Weighted Average
Grant-Date
Fair Value
|
|||
Non-vested at December 31, 2018
|
|
583,380
|
|
|
$
|
15.08
|
|
Granted
|
|
285,075
|
|
|
22.40
|
|
|
Vested
|
|
(348,572
|
)
|
|
13.38
|
|
|
Forfeited
|
|
(53,274
|
)
|
|
20.01
|
|
|
Non-vested at December 31, 2019
|
|
466,609
|
|
|
20.26
|
|
|
|
Risk-free Interest rate
|
|
Dividend Yield
|
|
Expected Life (Years)
|
|
Volatility
|
|
SAR Grant Price
|
|
Fair Value of SAR
|
|||||||
March 2017 Grant
|
|
2.17
|
%
|
|
—
|
%
|
|
6.0
|
|
43.9
|
%
|
|
$
|
13.70
|
|
|
$
|
6.13
|
|
March 2018 Grant
|
|
2.69
|
%
|
|
—
|
%
|
|
6.0
|
|
44.6
|
%
|
|
19.80
|
|
|
9.16
|
|
||
July 2018 Grant
|
|
2.87
|
%
|
|
—
|
%
|
|
6.0
|
|
44.7
|
%
|
|
24.65
|
|
|
11.48
|
|
||
March 2019 Grant
|
|
2.52
|
%
|
|
—
|
%
|
|
6.0
|
|
46.2
|
%
|
|
22.51
|
|
|
10.62
|
|
||
July 2019 Grant
|
|
1.84
|
%
|
|
—
|
%
|
|
6.0
|
|
47.1
|
%
|
|
27.39
|
|
|
12.80
|
|
|
|
Number of Shares
|
|
Weighted Average Exercise Price
|
|
Aggregate Intrinsic Value (in millions) (b)
|
|||||
Outstanding, December 31, 2018
|
|
1,745,447
|
|
|
$
|
15.73
|
|
|
$
|
8.9
|
|
Granted
|
|
229,344
|
|
|
22.79
|
|
|
|
|||
Exercised
|
|
(43,594
|
)
|
|
15.87
|
|
|
|
|||
Forfeited/Expired
|
|
(22,977
|
)
|
|
26.94
|
|
|
|
|||
Outstanding, December 31, 2019
|
|
1,908,220
|
|
|
16.44
|
|
|
13.0
|
|
(b)
|
Intrinsic value is defined as the difference between the current market value and the exercise price, for those SARs where the market price exceeds the exercise price.
|
|
|
SARs Outstanding
|
|
SARs Exercisable
|
|||||||||||||||
Range of exercisable prices
|
|
Vested
|
|
Non-vested
|
|
Weighted-Average Exercise Price per Share
|
|
Weighted-Average Remaining Contractual Life in Years
|
|
Number Exercisable
|
|
Weighted-Average Exercise Price per Share
|
|||||||
$7.00 - $13.70
|
|
624,693
|
|
|
83,654
|
|
|
$
|
9.42
|
|
|
6.65
|
|
624,693
|
|
|
$
|
8.85
|
|
$16.53 - $22.70
|
|
584,950
|
|
|
361,000
|
|
|
19.45
|
|
|
6.60
|
|
584,950
|
|
|
18.23
|
|
||
$23.03 - $26.92
|
|
248,841
|
|
|
5,082
|
|
|
24.78
|
|
|
4.45
|
|
248,841
|
|
|
24.79
|
|
||
|
|
1,458,484
|
|
|
449,736
|
|
|
16.44
|
|
|
6.33
|
|
1,458,484
|
|
|
15.33
|
|
|
|
Number of Shares
|
|
Weighted-Average Grant Date Fair Value
|
|||
Non-vested shares, December 31, 2018
|
|
467,478
|
|
|
$
|
6.65
|
|
Granted
|
|
229,344
|
|
|
10.75
|
|
|
Vested
|
|
(233,842
|
)
|
|
5.17
|
|
|
Forfeited
|
|
(13,244
|
)
|
|
12.80
|
|
|
Non-vested shares, December 31, 2019
|
|
449,736
|
|
|
9.32
|
|
|
|
Risk-free Interest rate
|
|
Dividend Yield
|
|
Expected Life (Years)
|
|
Volatility
|
|
Fair Value of PSU
|
|||||
March 2017 Grant
|
|
1.54
|
%
|
|
—
|
%
|
|
2.83
|
|
34.2
|
%
|
|
$
|
17.05
|
|
March 2018 Grant
|
|
2.36
|
%
|
|
—
|
%
|
|
2.83
|
|
34.7
|
%
|
|
29.56
|
|
|
July 2018 Grant
|
|
2.69
|
%
|
|
—
|
%
|
|
2.42
|
|
33.1
|
%
|
|
39.06
|
|
|
March 2019 Grant
|
|
2.48
|
%
|
|
—
|
%
|
|
2.82
|
|
33.8
|
%
|
|
29.04
|
|
|
July 2019 Grant
|
|
1.75
|
%
|
|
—
|
%
|
|
2.50
|
|
34.3
|
%
|
|
40.07
|
|
|
August 2019 Grant
|
|
1.57
|
%
|
|
—
|
%
|
|
2.41
|
|
34.9
|
%
|
|
23.38
|
|
|
|
Number of Shares
|
|
Weighted-Average Grant Date Fair Value
|
|||
Non-vested shares, December 31, 2018
|
|
494,882
|
|
|
$
|
23.13
|
|
Granted
|
|
277,307
|
|
|
28.51
|
|
|
Forfeited
|
|
(70,391
|
)
|
|
26.23
|
|
|
Vested, not issued (c)
|
|
(236,214
|
)
|
|
17.05
|
|
|
Non-vested shares, December 31, 2019
|
|
465,584
|
|
|
28.95
|
|
•
|
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 thousands)
|
|
Balance Sheet Location
|
|
Fair Value of Derivatives Designated as Hedging Instruments
|
|
Fair Value of Derivatives Not Designated as Hedging Instruments
|
|
Total Fair Value
|
||||||
December 31, 2019
|
|
|
|
|
|
|
|
|
||||||
Asset derivatives (Level 2):
|
|
|
|
|
|
|
|
|
||||||
Foreign currency exchange forward contracts
|
|
Other current assets
|
|
$
|
2,039
|
|
|
$
|
946
|
|
|
$
|
2,985
|
|
Total
|
|
|
|
$
|
2,039
|
|
|
$
|
946
|
|
|
$
|
2,985
|
|
Liability derivatives (Level 2):
|
||||||||||||||
Foreign currency exchange forward contracts
|
|
Other current liabilities
|
|
$
|
140
|
|
|
$
|
3,733
|
|
|
$
|
3,873
|
|
Interest rate swaps
|
|
Other current liabilities
|
|
2,098
|
|
|
—
|
|
|
2,098
|
|
|||
Interest rate swaps
|
|
Other liabilities
|
|
4,281
|
|
|
—
|
|
|
4,281
|
|
|||
Total
|
|
|
|
$
|
6,519
|
|
|
$
|
3,733
|
|
|
$
|
10,252
|
|
December 31, 2018
|
|
|
|
|
|
|
|
|
||||||
Asset derivatives (Level 2):
|
|
|
|
|
|
|
|
|
||||||
Foreign currency exchange forward contracts
|
|
Other current assets
|
|
$
|
2,970
|
|
|
$
|
589
|
|
|
$
|
3,559
|
|
Interest rate swaps
|
|
Other current assets
|
|
1,331
|
|
|
—
|
|
|
1,331
|
|
|||
Interest rate swaps
|
|
Other assets
|
|
128
|
|
|
—
|
|
|
128
|
|
|||
Total
|
|
|
|
$
|
4,429
|
|
|
$
|
589
|
|
|
$
|
5,018
|
|
Liability derivatives (Level 2):
|
||||||||||||||
Foreign currency exchange forward contracts
|
|
Other current liabilities
|
|
$
|
24
|
|
|
$
|
2,910
|
|
|
$
|
2,934
|
|
Interest rate swaps
|
|
Other liabilities
|
|
1,849
|
|
|
—
|
|
|
1,849
|
|
|||
Total
|
|
|
|
$
|
1,873
|
|
|
$
|
2,910
|
|
|
$
|
4,783
|
|
|
|
Amount Recognized in
Other Comprehensive
Income (“OCI”) on Derivatives
|
|
Location of Amount Reclassified
from Accumulated
OCI into Income
|
|
Amount Reclassified from
Accumulated OCI into Income - Effective Portion or Equity
|
||||||||||||||||||||
(In thousands)
|
|
2019
|
|
2018
|
|
2017
|
|
|
|
2019
|
|
2018
|
|
2017
|
||||||||||||
Foreign currency exchange forward contracts
|
|
$
|
(1,227
|
)
|
|
$
|
1,935
|
|
|
$
|
3,547
|
|
|
Product revenues/Cost of services sold
|
|
$
|
(506
|
)
|
|
$
|
(374
|
)
|
|
$
|
(954
|
)
|
Foreign currency exchange forward contracts (a)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Retained earnings (b)
|
|
—
|
|
|
(1,520
|
)
|
|
—
|
|
||||||
Interest rate swaps
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Income from discontinued businesses
|
|
2,741
|
|
|
—
|
|
|
—
|
|
||||||
Interest rate swaps
|
|
(8,209
|
)
|
|
1,451
|
|
|
(734
|
)
|
|
Interest expense
|
|
(520
|
)
|
|
(1,108
|
)
|
|
—
|
|
||||||
Cross-currency interest rate swaps (a)
|
|
(42
|
)
|
|
63
|
|
|
(205
|
)
|
|
Interest expense
|
|
1,219
|
|
|
1,264
|
|
|
1,002
|
|
||||||
|
|
$
|
(9,478
|
)
|
|
$
|
3,449
|
|
|
$
|
2,608
|
|
|
|
|
$
|
2,934
|
|
|
$
|
(1,738
|
)
|
|
$
|
48
|
|
(a)
|
Amounts represent changes in foreign currency translation related to balances in Accumulated other comprehensive loss.
|
(b)
|
The Company adopted the new revenue recognition standard utilizing the modified retrospective transition method, including use of practical expedients in 2018.
|
|
|
2019
|
||||||||||||||
(in thousands)
|
|
Product Revenues
|
|
Cost of Services Sold
|
|
Interest Expense
|
|
Income From Discontinued Businesses
|
||||||||
Total amounts of line items presented in the statement of operations in which the effects of cash flow hedges are recorded
|
|
$
|
422,269
|
|
|
$
|
839,156
|
|
|
$
|
(36,586
|
)
|
|
$
|
27,531
|
|
Interest rate swaps:
|
|
|
|
|
|
|
|
|
||||||||
Amount of gain (loss) reclassified from accumulated other comprehensive loss into income
|
|
—
|
|
|
—
|
|
|
520
|
|
|
—
|
|
||||
Amount of gain (loss) reclassified from accumulated other comprehensive loss into income as a result that a forecasted transaction is no longer probable of occurring
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,741
|
)
|
||||
Foreign exchange contracts:
|
|
|
|
|
|
|
||||||||||
Amount of gain (loss) reclassified from accumulated other comprehensive loss into income
|
|
550
|
|
|
(44
|
)
|
|
—
|
|
|
—
|
|
||||
Amount excluded from effectiveness testing recognized in earnings based on changes in fair value
|
|
509
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Cross-currency interest rate swaps:
|
|
|
|
|
|
|
||||||||||
Amount of gain (loss) reclassified from accumulated other comprehensive loss into income
|
|
—
|
|
|
—
|
|
|
(1,219
|
)
|
|
—
|
|
|
|
2018
|
||||||||||
(in thousands)
|
|
Product Revenues
|
|
Cost of Services Sold
|
|
Interest Expense
|
||||||
Total amounts of line items presented in the statement of operations in which the effects of cash flow hedges are recorded
|
|
$
|
392,208
|
|
|
$
|
745,748
|
|
|
$
|
(21,531
|
)
|
Interest rate swaps:
|
|
|
|
|
|
|
||||||
Amount of gain (loss) reclassified from accumulated other comprehensive loss into income
|
|
—
|
|
|
—
|
|
|
1,108
|
|
|||
Foreign exchange contracts:
|
|
|
|
|
|
|||||||
Amount of gain (loss) reclassified from accumulated other comprehensive loss into income
|
|
374
|
|
|
—
|
|
|
—
|
|
|||
Amount excluded from effectiveness testing recognized in earnings based on changes in fair value
|
|
(440
|
)
|
|
1
|
|
|
—
|
|
|||
Cross-currency interest rate swaps:
|
|
|
|
|
|
|||||||
Amount of gain (loss) reclassified from accumulated other comprehensive loss into income
|
|
—
|
|
|
—
|
|
|
(1,264
|
)
|
|
|
2017
|
||||||||||
(in thousands)
|
|
Product Revenues
|
|
Cost of Services Sold
|
|
Interest Expense
|
||||||
Total amounts of line items presented in the statement of operations in which the effects of cash flow hedges are recorded
|
|
$
|
373,188
|
|
|
$
|
737,499
|
|
|
$
|
(26,862
|
)
|
Foreign exchange contracts:
|
|
|
|
|
|
|||||||
Amount of gain (loss) reclassified from accumulated other comprehensive loss into income
|
|
936
|
|
|
18
|
|
|
—
|
|
|||
Amount excluded from effectiveness testing recognized in earnings based on changes in fair value
|
|
(105
|
)
|
|
—
|
|
|
—
|
|
|||
Cross-currency interest rate swaps:
|
|
|
|
|
|
|||||||
Amount of gain (loss) reclassified from accumulated other comprehensive loss into income
|
|
—
|
|
|
—
|
|
|
(1,002
|
)
|
|||
Amount excluded from the effectiveness testing recognized in earnings based an amortization approach
|
|
—
|
|
|
—
|
|
|
(420
|
)
|
|
|
Location of Gain (Loss) Recognized in Income on Derivatives
|
|
Amount of Gain (Loss) Recognized in Income on Derivatives for the Twelve Months Ended December 31(c)
|
||||||||||
(In thousands)
|
|
|
2019
|
|
2018
|
|
2017
|
|||||||
Foreign currency exchange forward contracts
|
|
Cost of services and products sold
|
|
$
|
6,807
|
|
|
$
|
17,262
|
|
|
$
|
(23,572
|
)
|
(c)
|
These gains (losses) offset amounts recognized in cost of service and products sold principally as a result of intercompany or third-party foreign currency exposures.
|
|
|
Revenues from Unaffiliated Customers
|
||||||||||
|
|
Year Ended December 31
|
||||||||||
(In thousands)
|
|
2019
|
|
2018
|
|
2017
|
||||||
U.S.
|
|
$
|
640,390
|
|
|
$
|
458,383
|
|
|
$
|
423,888
|
|
U.K.
|
|
144,689
|
|
|
143,346
|
|
|
146,624
|
|
|||
All Other
|
|
718,663
|
|
|
745,943
|
|
|
736,958
|
|
|||
Totals including Corporate
|
|
$
|
1,503,742
|
|
|
$
|
1,347,672
|
|
|
$
|
1,307,470
|
|
(a)
|
Revenues are attributed to individual countries based on the location of the facility generating the revenue.
|
|
|
Property, Plant and Equipment, Net
|
||||||||||
|
|
Balances at December 31
|
||||||||||
(In thousands)
|
|
2019
|
|
2018
|
|
2017
|
||||||
U.S.
|
|
$
|
193,692
|
|
|
$
|
98,851
|
|
|
$
|
86,266
|
|
China
|
|
99,369
|
|
|
89,502
|
|
|
95,562
|
|
|||
Brazil
|
|
37,047
|
|
|
36,960
|
|
|
54,704
|
|
|||
All Other
|
|
231,678
|
|
|
207,480
|
|
|
208,151
|
|
|||
Totals including Corporate
|
|
$
|
561,786
|
|
|
$
|
432,793
|
|
|
$
|
444,683
|
|
|
|
Twelve Months Ended
|
||||||||||
|
|
December 31
|
||||||||||
(In thousands)
|
|
2019
|
|
2018
|
|
2017
|
||||||
Revenues
|
|
|
|
|
|
|
||||||
Harsco Environmental
|
|
$
|
1,034,847
|
|
|
$
|
1,068,304
|
|
|
$
|
1,011,328
|
|
Harsco Clean Earth
|
|
169,522
|
|
|
—
|
|
|
—
|
|
|||
Harsco Rail
|
|
299,373
|
|
|
279,294
|
|
|
295,999
|
|
|||
Corporate
|
|
—
|
|
|
74
|
|
|
143
|
|
|||
Total Revenues
|
|
$
|
1,503,742
|
|
|
$
|
1,347,672
|
|
|
$
|
1,307,470
|
|
Operating Income (Loss)
|
|
|
|
|
|
|
||||||
Harsco Environmental
|
|
$
|
112,298
|
|
|
$
|
121,195
|
|
|
$
|
102,362
|
|
Harsco Clean Earth
|
|
20,009
|
|
|
—
|
|
|
—
|
|
|||
Harsco Rail
|
|
23,708
|
|
|
37,341
|
|
|
32,953
|
|
|||
Corporate
|
|
(51,736
|
)
|
|
(27,841
|
)
|
|
(30,660
|
)
|
|||
Total Operating Income
|
|
$
|
104,279
|
|
|
$
|
130,695
|
|
|
$
|
104,655
|
|
|
|
Twelve Months Ended
|
||||||||||
|
|
December 31
|
||||||||||
(In thousands)
|
|
2019
|
|
2018
|
|
2017
|
||||||
Total Assets
|
|
|
|
|
|
|
||||||
Harsco Environmental
|
|
$
|
1,296,061
|
|
|
$
|
1,230,152
|
|
|
$
|
1,184,280
|
|
Harsco Clean Earth
|
|
745,410
|
|
|
—
|
|
|
—
|
|
|||
Harsco Rail
|
|
246,377
|
|
|
186,049
|
|
|
237,135
|
|
|||
Corporate
|
|
26,037
|
|
|
53,342
|
|
|
43,860
|
|
|||
Discontinued Operations
|
|
53,582
|
|
|
163,324
|
|
|
113,410
|
|
|||
Total Assets
|
|
$
|
2,367,467
|
|
|
$
|
1,632,867
|
|
|
$
|
1,578,685
|
|
Depreciation and Amortization
|
|
|
|
|
|
|
|
|
|
|||
Harsco Environmental
|
|
$
|
112,126
|
|
|
$
|
115,059
|
|
|
$
|
112,329
|
|
Harsco Clean Earth
|
|
12,855
|
|
|
—
|
|
|
—
|
|
|||
Harsco Rail
|
|
4,875
|
|
|
4,287
|
|
|
4,221
|
|
|||
Corporate
|
|
5,238
|
|
|
5,710
|
|
|
6,027
|
|
|||
Total Depreciation and Amortization
|
|
$
|
135,094
|
|
|
$
|
125,056
|
|
|
$
|
122,577
|
|
Capital Expenditures
|
|
|
|
|
|
|
|
|
|
|||
Harsco Environmental
|
|
$
|
153,694
|
|
|
$
|
114,142
|
|
|
$
|
87,526
|
|
Harsco Clean Earth
|
|
5,870
|
|
|
—
|
|
|
—
|
|
|||
Harsco Rail
|
|
15,274
|
|
|
9,152
|
|
|
2,403
|
|
|||
Corporate
|
|
1,762
|
|
|
1,313
|
|
|
1,490
|
|
|||
Total Capital Expenditures
|
|
$
|
176,600
|
|
|
$
|
124,607
|
|
|
$
|
91,419
|
|
|
|
Twelve Months Ended
|
||||||||||
|
|
December 31
|
||||||||||
(In thousands)
|
|
2019
|
|
2018
|
|
2017
|
||||||
Segment operating income
|
|
$
|
156,015
|
|
|
$
|
158,536
|
|
|
$
|
135,315
|
|
General Corporate expense
|
|
(51,736
|
)
|
|
(27,841
|
)
|
|
(30,660
|
)
|
|||
Operating income from continuing operations
|
|
104,279
|
|
|
130,695
|
|
|
104,655
|
|
|||
Interest income
|
|
1,975
|
|
|
2,155
|
|
|
2,469
|
|
|||
Interest expense
|
|
(36,586
|
)
|
|
(21,531
|
)
|
|
(26,862
|
)
|
|||
Defined benefit pension income (expense)
|
|
(5,493
|
)
|
|
3,457
|
|
|
(2,595
|
)
|
|||
Loss on early extinguishment of debt
|
|
(7,704
|
)
|
|
(1,127
|
)
|
|
(2,265
|
)
|
|||
Income from continuing operations before income taxes and equity income
|
|
$
|
56,471
|
|
|
$
|
113,649
|
|
|
$
|
75,402
|
|
|
|
Twelve Months Ended
|
||||||||||||||||||
|
|
December 31, 2019
|
||||||||||||||||||
(In thousands)
|
|
Harsco Environmental Segment
|
|
Harsco Clean Earth Segment
|
|
Harsco Rail Segment
|
|
Corporate
|
|
Consolidated Totals
|
||||||||||
Primary Geographical Markets (a):
|
|
|
|
|
|
|
|
|
|
|
||||||||||
North America
|
|
$
|
294,367
|
|
|
$
|
169,522
|
|
|
$
|
221,724
|
|
|
$
|
—
|
|
|
$
|
685,613
|
|
Western Europe
|
|
386,593
|
|
|
—
|
|
|
44,569
|
|
|
—
|
|
|
431,162
|
|
|||||
Latin America (b)
|
|
146,040
|
|
|
—
|
|
|
2,588
|
|
|
—
|
|
|
148,628
|
|
|||||
Asia-Pacific
|
|
128,949
|
|
|
—
|
|
|
30,492
|
|
|
—
|
|
|
159,441
|
|
|||||
Middle East and Africa
|
|
60,402
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
60,402
|
|
|||||
Eastern Europe
|
|
18,496
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
18,496
|
|
|||||
Total Revenues (c)
|
|
$
|
1,034,847
|
|
|
$
|
169,522
|
|
|
$
|
299,373
|
|
|
$
|
—
|
|
|
$
|
1,503,742
|
|
Key Product and Service Groups:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Environmental services related to resource recovery for metals manufacturing; and related logistical services
|
|
$
|
881,696
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
881,696
|
|
Applied products
|
|
127,875
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
127,875
|
|
|||||
Environmental systems for aluminum dross and scrap processing
|
|
25,276
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
25,276
|
|
|||||
Railway track maintenance equipment
|
|
—
|
|
|
—
|
|
|
145,968
|
|
|
—
|
|
|
145,968
|
|
|||||
After-market parts and services; safety and diagnostic technology
|
|
—
|
|
|
—
|
|
|
132,249
|
|
|
—
|
|
|
132,249
|
|
|||||
Railway contracting services
|
|
—
|
|
|
—
|
|
|
21,156
|
|
|
—
|
|
|
21,156
|
|
|||||
Waste processing and reuse solutions
|
|
—
|
|
|
169,522
|
|
|
—
|
|
|
—
|
|
|
169,522
|
|
|||||
General Corporate
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total Revenues (c)
|
|
$
|
1,034,847
|
|
|
$
|
169,522
|
|
|
$
|
299,373
|
|
|
$
|
—
|
|
|
$
|
1,503,742
|
|
|
|
Twelve Months Ended
|
||||||||||||||||||
|
|
December 31, 2018
|
||||||||||||||||||
(In thousands)
|
|
Harsco Environmental Segment
|
|
Harsco Clean Earth Segment
|
|
Harsco Rail Segment
|
|
Corporate
|
|
Consolidated Totals
|
||||||||||
Primary Geographical Markets (a):
|
|
|
|
|
|
|
|
|
|
|
||||||||||
North America
|
|
$
|
302,238
|
|
|
$
|
—
|
|
|
$
|
205,212
|
|
|
$
|
74
|
|
|
$
|
507,524
|
|
Western Europe
|
|
390,840
|
|
|
—
|
|
|
48,016
|
|
|
—
|
|
|
438,856
|
|
|||||
Latin America (b)
|
|
151,886
|
|
|
—
|
|
|
3,977
|
|
|
—
|
|
|
155,863
|
|
|||||
Asia-Pacific
|
|
145,761
|
|
|
—
|
|
|
22,089
|
|
|
—
|
|
|
167,850
|
|
|||||
Middle East and Africa
|
|
50,003
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
50,003
|
|
|||||
Eastern Europe
|
|
27,576
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
27,576
|
|
|||||
Total Revenues (c)
|
|
$
|
1,068,304
|
|
|
$
|
—
|
|
|
$
|
279,294
|
|
|
$
|
74
|
|
|
$
|
1,347,672
|
|
Key Product and Service Groups:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Environmental services related to resource recovery for metals manufacturing; and related logistical services
|
|
$
|
924,766
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
924,766
|
|
Applied products
|
|
128,488
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
128,488
|
|
|||||
Environmental systems for aluminum dross and scrap processing
|
|
15,050
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
15,050
|
|
|||||
Railway track maintenance equipment
|
|
—
|
|
|
—
|
|
|
112,547
|
|
|
—
|
|
|
112,547
|
|
|||||
After-market parts and services; safety and diagnostic technology
|
|
—
|
|
|
—
|
|
|
139,020
|
|
|
—
|
|
|
139,020
|
|
|||||
Railway contracting services
|
|
—
|
|
|
—
|
|
|
27,727
|
|
|
—
|
|
|
27,727
|
|
|||||
Waste processing and reuse solutions
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
General Corporate
|
|
—
|
|
|
—
|
|
|
—
|
|
|
74
|
|
|
74
|
|
|||||
Total Revenues (c)
|
|
$
|
1,068,304
|
|
|
$
|
—
|
|
|
$
|
279,294
|
|
|
$
|
74
|
|
|
$
|
1,347,672
|
|
|
|
Twelve Months Ended
|
||||||||||||||||||
|
|
December 31, 2017
|
||||||||||||||||||
(In thousands)
|
|
Harsco Environmental Segment
|
|
Harsco Clean Earth Segment
|
|
Harsco Rail Segment
|
|
Corporate
|
|
Consolidated Totals
|
||||||||||
Primary Geographical Markets (a):
|
|
|
|
|
|
|
|
|
|
|
||||||||||
North America
|
|
$
|
274,476
|
|
|
$
|
—
|
|
|
$
|
196,567
|
|
|
$
|
143
|
|
|
$
|
471,186
|
|
Western Europe
|
|
369,763
|
|
|
—
|
|
|
78,698
|
|
|
—
|
|
|
448,461
|
|
|||||
Latin America (b)
|
|
159,130
|
|
|
—
|
|
|
2,827
|
|
|
—
|
|
|
161,957
|
|
|||||
Asia-Pacific
|
|
138,311
|
|
|
—
|
|
|
17,907
|
|
|
—
|
|
|
156,218
|
|
|||||
Middle East and Africa
|
|
42,700
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
42,700
|
|
|||||
Eastern Europe
|
|
26,948
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
26,948
|
|
|||||
Total Revenues (c)
|
|
$
|
1,011,328
|
|
|
$
|
—
|
|
|
$
|
295,999
|
|
|
$
|
143
|
|
|
$
|
1,307,470
|
|
Key Product and Service Groups:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Environmental services related to resource recovery for metals manufacturing; and related logistical services
|
|
$
|
890,371
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
890,371
|
|
Applied products
|
|
120,957
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
120,957
|
|
|||||
Environmental systems for aluminum dross and scrap processing
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Railway track maintenance equipment
|
|
—
|
|
|
—
|
|
|
146,267
|
|
|
—
|
|
|
146,267
|
|
|||||
After-market parts and services; safety and diagnostic technology
|
|
—
|
|
|
—
|
|
|
110,195
|
|
|
—
|
|
|
110,195
|
|
|||||
Railway contracting services
|
|
—
|
|
|
—
|
|
|
39,537
|
|
|
—
|
|
|
39,537
|
|
|||||
Waste processing and reuse solutions
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
General Corporate
|
|
—
|
|
|
—
|
|
|
—
|
|
|
143
|
|
|
143
|
|
|||||
Total Revenues (c)
|
|
$
|
1,011,328
|
|
|
$
|
—
|
|
|
$
|
295,999
|
|
|
$
|
143
|
|
|
$
|
1,307,470
|
|
(a)
|
Revenues are attributed to individual countries based on the location of the facility generating the revenue.
|
(b)
|
Includes Mexico.
|
(c)
|
The Company has adopted the new revenue recognition standard utilizing the modified retrospective transition method, including use of practical expedients. Comparative information has not been restated and continues to be reported under U.S. GAAP in effect for those periods. See Note 2, Recently Adopted and Recently Issued Accounting Standards for additional information.
|
(In thousands)
|
|
2019
|
|
2018
|
|
2017
|
||||||
Net gains
|
|
|
|
|
|
|
||||||
Harsco Environmental Segment
|
|
$
|
(6,303
|
)
|
|
$
|
(2,650
|
)
|
|
$
|
(1,354
|
)
|
Corporate
|
|
—
|
|
|
(1,218
|
)
|
|
—
|
|
|||
Total net gains
|
|
(6,303
|
)
|
|
(3,868
|
)
|
|
(1,354
|
)
|
|||
Employee termination benefit costs
|
|
|
|
|
|
|
||||||
Harsco Environmental Segment
|
|
1,254
|
|
|
2,853
|
|
|
4,411
|
|
|||
Clean Earth Segment
|
|
1,960
|
|
|
—
|
|
|
—
|
|
|||
Harsco Rail Segment
|
|
2,393
|
|
|
704
|
|
|
1,133
|
|
|||
Corporate
|
|
1,012
|
|
|
1,206
|
|
|
1,189
|
|
|||
Total employee termination benefit costs
|
|
6,619
|
|
|
4,763
|
|
|
6,733
|
|
|||
Other costs to exit activities
|
|
|
|
|
|
|
||||||
Harsco Environmental Segment
|
|
970
|
|
|
352
|
|
|
706
|
|
|||
Harsco Rail Segment
|
|
3,042
|
|
|
—
|
|
|
—
|
|
|||
Corporate
|
|
196
|
|
|
(182
|
)
|
|
556
|
|
|||
Total other costs to exit activities
|
|
4,208
|
|
|
170
|
|
|
1,262
|
|
|||
Impaired asset write-downs
|
|
|
|
|
|
|
||||||
Harsco Environmental Segment
|
|
632
|
|
|
104
|
|
|
706
|
|
|||
Harsco Rail Segment
|
|
141
|
|
|
—
|
|
|
—
|
|
|||
Corporate
|
|
—
|
|
|
—
|
|
|
168
|
|
|||
Total impaired asset write-downs
|
|
773
|
|
|
104
|
|
|
874
|
|
|||
Contingent consideration adjustments
|
|
|
|
|
|
|
||||||
Harsco Environmental Segment
|
|
(8,506
|
)
|
|
(2,939
|
)
|
|
—
|
|
|||
Harsco Clean Earth Segment
|
|
825
|
|
|
—
|
|
|
—
|
|
|||
Total contingent consideration adjustments
|
|
(7,681
|
)
|
|
(2,939
|
)
|
|
—
|
|
|||
Other income
|
|
(237
|
)
|
|
(431
|
)
|
|
(188
|
)
|
|||
Total other (income) expenses, net
|
|
$
|
(2,621
|
)
|
|
$
|
(2,201
|
)
|
|
$
|
7,327
|
|
|
|
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, 2017
|
|
$
|
(111,567
|
)
|
|
$
|
808
|
|
|
$
|
(435,840
|
)
|
|
$
|
17
|
|
|
$
|
(546,582
|
)
|
Adoption of new accounting standard
|
|
—
|
|
|
(1,520
|
)
|
|
—
|
|
|
—
|
|
|
(1,520
|
)
|
|||||
Balance at January 1, 2018
|
|
(111,567
|
)
|
|
(712
|
)
|
|
(435,840
|
)
|
|
17
|
|
|
(548,102
|
)
|
|||||
Other comprehensive income (loss) before reclassifications
|
|
(50,743
|
)
|
(a)
|
2,466
|
|
(b)
|
8,450
|
|
(c)
|
(48
|
)
|
|
(39,875
|
)
|
|||||
Amounts reclassified from accumulated other comprehensive loss, net of tax
|
|
—
|
|
|
(365
|
)
|
|
18,735
|
|
|
—
|
|
|
18,370
|
|
|||||
Total other comprehensive income (loss)
|
|
(50,743
|
)
|
|
2,101
|
|
|
27,185
|
|
|
(48
|
)
|
|
(21,505
|
)
|
|||||
Less: Other comprehensive loss attributable to noncontrolling interests
|
|
2,500
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,500
|
|
|||||
Other comprehensive income (loss) attributable to Harsco Corporation
|
|
(48,243
|
)
|
|
2,101
|
|
|
27,185
|
|
|
(48
|
)
|
|
(19,005
|
)
|
|||||
Balance at December 31, 2018
|
|
$
|
(159,810
|
)
|
|
$
|
1,389
|
|
|
$
|
(408,655
|
)
|
|
$
|
(31
|
)
|
|
$
|
(567,107
|
)
|
|
|
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, 2018
|
|
$
|
(159,810
|
)
|
|
$
|
1,389
|
|
|
$
|
(408,655
|
)
|
|
$
|
(31
|
)
|
|
$
|
(567,107
|
)
|
Adoption of new accounting standard (c)
|
|
—
|
|
|
—
|
|
|
(21,429
|
)
|
|
—
|
|
|
(21,429
|
)
|
|||||
Balance at January 1, 2019
|
|
(159,810
|
)
|
|
1,389
|
|
|
(430,084
|
)
|
|
(31
|
)
|
|
(588,536
|
)
|
|||||
Other comprehensive income (loss) before reclassifications
|
|
17,261
|
|
(a)
|
(7,050
|
)
|
(b)
|
(32,274
|
)
|
(c)
|
28
|
|
|
(22,035
|
)
|
|||||
Amounts reclassified from accumulated other comprehensive loss, net of tax
|
|
(1,763
|
)
|
|
1,944
|
|
|
21,796
|
|
|
—
|
|
|
21,977
|
|
|||||
Total other comprehensive income (loss)
|
|
15,498
|
|
|
(5,106
|
)
|
|
(10,478
|
)
|
|
28
|
|
|
(58
|
)
|
|||||
Less: Other comprehensive loss attributable to noncontrolling interests
|
|
972
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
972
|
|
|||||
Other comprehensive income (loss) attributable to Harsco Corporation
|
|
16,470
|
|
|
(5,106
|
)
|
|
(10,478
|
)
|
|
28
|
|
|
914
|
|
|||||
Balance at December 31, 2019
|
|
$
|
(143,340
|
)
|
|
$
|
(3,717
|
)
|
|
$
|
(440,562
|
)
|
|
$
|
(3
|
)
|
|
$
|
(587,622
|
)
|
(a)
|
Principally foreign currency fluctuation.
|
(b)
|
Principally net change from periodic revaluations.
|
(c)
|
Principally changes due to annual actuarial remeasurements and foreign currency translation.
|
|
|
Year Ended December 31 2019
|
|
Year Ended December 31 2018
|
|
Affected Caption on the Consolidated Statements of Operations
|
||||
(In thousands)
|
|
|||||||||
Amortization of defined benefit pension items (d):
|
||||||||||
Actuarial losses
|
|
$
|
19,806
|
|
|
$
|
20,014
|
|
|
Defined benefit pension income (expense)
|
Prior-service costs
|
|
326
|
|
|
(139
|
)
|
|
Defined benefit pension income (expense)
|
||
Pension asset transfer - discontinued businesses
|
|
3,200
|
|
|
—
|
|
|
Gain on sale of discontinued businesses
|
||
Settlement/curtailment losses
|
|
19
|
|
|
249
|
|
|
Defined benefit pension income (expense)
|
||
Total before tax
|
|
23,351
|
|
|
20,124
|
|
|
|
||
Tax benefit
|
|
(1,555
|
)
|
|
(1,389
|
)
|
|
|
||
Total reclassification of defined benefit pension items, net of tax
|
|
$
|
21,796
|
|
|
$
|
18,735
|
|
|
|
Recognition of cumulative foreign currency translation adjustments:
|
||||||||||
Gain on substantial liquidation of subsidiaries (e)
|
|
$
|
(2,425
|
)
|
|
$
|
—
|
|
|
Other (income) expenses, net
|
Loss on substantial liquidation of subsidiaries (e)
|
|
662
|
|
|
—
|
|
|
Gain on sale of discontinued business
|
||
Amortization of cash flow hedging instruments:
|
||||||||||
Foreign currency exchange forward contracts
|
|
$
|
(550
|
)
|
|
$
|
(374
|
)
|
|
Product revenues
|
Foreign currency exchange forward contracts
|
|
44
|
|
|
—
|
|
|
Cost of services and products sold
|
||
Cross-currency interest rate swaps
|
|
1,219
|
|
|
1,264
|
|
|
Interest expense
|
||
Interest rate swaps
|
|
(520
|
)
|
|
(1,108
|
)
|
|
Interest expense
|
||
Interest rate swaps
|
|
2,741
|
|
|
—
|
|
|
Income from discontinued businesses
|
||
Total before tax
|
|
2,934
|
|
|
(218
|
)
|
|
|
||
Tax benefit
|
|
(990
|
)
|
|
(147
|
)
|
|
|
||
Total reclassification of cash flow hedging instruments
|
|
$
|
1,944
|
|
|
$
|
(365
|
)
|
|
|
(d)
|
These accumulated other comprehensive loss components are included in the computation of NPPC. See Note 9, Employee Benefit Plans, for additional information.
|
(e)
|
No tax impact.
|
|
|
2019 (a)
|
|||||||||||||||
Quarterly
|
|
First
|
|
Second
|
|
Third
|
|
Fourth
|
|
||||||||
Revenues
|
|
$
|
329.9
|
|
|
$
|
350.9
|
|
|
$
|
423.2
|
|
|
$
|
399.8
|
|
|
Gross profit (b)
|
|
78.7
|
|
|
84.7
|
|
|
111.7
|
|
|
84.4
|
|
|
||||
Net income attributable to Harsco Corporation
|
|
20.7
|
|
|
8.6
|
|
|
435.4
|
|
|
39.2
|
|
|
||||
Basic income (loss) per share attributable to Harsco Corporation common stockholders:
|
|||||||||||||||||
Continuing operations
|
|
$
|
0.13
|
|
|
$
|
(0.04
|
)
|
|
$
|
0.22
|
|
|
$
|
0.04
|
|
|
Discontinued operations (c)
|
|
0.13
|
|
|
0.14
|
|
|
5.24
|
|
|
0.46
|
|
|
||||
Basic income per share attributable to Harsco Corporation common stockholders
|
|
$
|
0.26
|
|
|
$
|
0.11
|
|
(d)
|
$
|
5.46
|
|
|
$
|
0.50
|
|
|
Diluted income (loss) per share attributable to Harsco Corporation common stockholders:
|
|||||||||||||||||
Continuing operations
|
|
$
|
0.13
|
|
|
$
|
(0.04
|
)
|
|
$
|
0.22
|
|
|
$
|
0.03
|
|
|
Discontinued operations (c)
|
|
0.13
|
|
|
0.14
|
|
|
5.15
|
|
|
0.45
|
|
|
||||
Diluted income per share attributable to Harsco Corporation common stockholders
|
|
$
|
0.25
|
|
(d)
|
$
|
0.11
|
|
(d)
|
$
|
5.37
|
|
|
$
|
0.49
|
|
(d)
|
|
|
2018 (a)
|
|||||||||||||||
Quarterly
|
|
First
|
|
Second
|
|
Third
|
|
Fourth
|
|
||||||||
Revenues
|
|
$
|
324.4
|
|
|
$
|
339.9
|
|
|
$
|
351.6
|
|
|
$
|
331.8
|
|
|
Gross profit (b)
|
|
73.8
|
|
|
87.7
|
|
|
94.5
|
|
|
79.2
|
|
|
||||
Net income attributable to Harsco Corporation
|
|
17.8
|
|
|
40.5
|
|
|
32.8
|
|
|
45.9
|
|
|
||||
Basic income per share attributable to Harsco Corporation common stockholders:
|
|||||||||||||||||
Continuing operations
|
|
$
|
0.13
|
|
|
$
|
0.38
|
|
|
$
|
0.30
|
|
|
$
|
0.43
|
|
|
Discontinued operations (c)
|
|
0.09
|
|
|
0.12
|
|
|
0.10
|
|
|
0.14
|
|
|
||||
Basic income per share attributable to Harsco Corporation common stockholders
|
|
$
|
0.22
|
|
|
$
|
0.50
|
|
|
$
|
0.41
|
|
(d)
|
$
|
0.57
|
|
|
Diluted income per share attributable to Harsco Corporation common stockholders:
|
|||||||||||||||||
Continuing operations
|
|
$
|
0.13
|
|
|
$
|
0.37
|
|
|
$
|
0.29
|
|
|
$
|
0.41
|
|
|
Discontinued operations (c)
|
|
0.09
|
|
|
0.11
|
|
|
0.10
|
|
|
0.14
|
|
|
||||
Diluted income per share attributable to Harsco Corporation common stockholders
|
|
$
|
0.21
|
|
(d)
|
$
|
0.48
|
|
|
$
|
0.39
|
|
|
$
|
0.55
|
|
|
(a)
|
Sum of the quarters may not equal the total year due to rounding.
|
(b)
|
Gross profit is defined as Revenues less costs and expenses associated directly with or allocated to products sold or services rendered.
|
(c)
|
Discontinued operations related principally to the Company's former Harsco Industrial Segment.
|
(d)
|
Does not total due to rounding.
|
(a)
|
1. The Index to Consolidated Financial Statements and Supplementary Data is located under Part II, Item 8, "Financial Statements and Supplementary Data."
|
|
Page
|
Schedule II—Valuation and Qualifying Accounts for the years 2019, 2018 and 2017
|
COLUMN A
|
|
COLUMN B
|
|
COLUMN C
|
|
COLUMN D
|
|
COLUMN E
|
||||||||||||
|
|
|
|
Additions (Deductions)
|
|
Additions (Deductions)
|
|
|
||||||||||||
Description
|
|
Balance at
Beginning of
Period
|
|
Charged to
Cost and
Expenses
|
|
Due to
Currency
Translation
Adjustments
|
|
Other
|
|
Balance at End
of Period
|
||||||||||
For the year 2019:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Allowance for Doubtful Accounts
|
|
$
|
4,586
|
|
|
$
|
7,507
|
|
|
$
|
370
|
|
|
$
|
1,049
|
|
(a)
|
$
|
13,512
|
|
Deferred Tax Assets—Valuation Allowance
|
|
137,450
|
|
|
(7,395
|
)
|
|
448
|
|
|
(3,429
|
)
|
(b)
|
127,074
|
|
|||||
For the year 2018:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Allowance for Doubtful Accounts
|
|
$
|
4,470
|
|
|
$
|
380
|
|
|
$
|
(149
|
)
|
|
$
|
(115
|
)
|
(a)
|
$
|
4,586
|
|
Deferred Tax Assets—Valuation Allowance
|
|
172,846
|
|
|
(20,104
|
)
|
|
(8,612
|
)
|
|
(6,680
|
)
|
(b)
|
137,450
|
|
|||||
For the year 2017:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Allowance for Doubtful Accounts
|
|
$
|
11,558
|
|
|
$
|
5,211
|
|
|
$
|
524
|
|
|
$
|
(12,823
|
)
|
(a)
|
$
|
4,470
|
|
Deferred Tax Assets—Valuation Allowance
|
|
145,216
|
|
|
32,785
|
|
|
9,853
|
|
|
(15,008
|
)
|
(b)
|
172,846
|
|
(a)
|
Includes the write-off of previously reserved accounts receivable balances. Also, 2019 includes the acquisition of Clean Earth.
|
(b)
|
Includes a decrease of $5.6 million related to the loss of certain tax attributes in certain foreign dormant entities due to merger and liquidation, an increase of $0.9 million related to pension adjustments recorded through Accumulate other comprehensive loss and an increase of $0.8 million related to the investment tax credit which is unlikely to be used before expiration in certain foreign jurisdictions in 2019. Includes a decrease of $5.4 million related to a change in estimate of interest deductions and a decrease of $1.1 million due to capital loss carryforward expiring in the U.S. in 2018. Includes a decrease of $11.6 million related to pension adjustments recorded through Accumulated other comprehensive loss and a $4.6 million decrease related to a U.S. tax rate change in 2017.
|
|
|
Description of Exhibit
|
10(a)(v)
|
|
|
10(a)(vi)
|
|
|
10(a)(vii)
|
|
|
10(a)(viii)
|
|
|
10(a)(ix)
|
|
|
10(a)(x)
|
|
|
Material Contracts—Management Contracts and Compensatory Plans
|
||
10(b)
|
|
|
10(c)
|
|
Trust Agreement between Harsco Corporation and Dauphin Deposit Bank and Trust Company dated July 1, 1987 relating to the Supplemental Retirement Benefit Plan (incorporated by reference to the Company's Annual Report on Form 10-K for the period ended December 31, 1987, Commission File Number 001-03970).
|
10(d)
|
|
|
10(e)
|
|
|
10(f)
|
|
|
10(g)
|
|
|
10(h)(i)
|
|
|
10(h)(ii)
|
|
|
10(i)(i)
|
|
|
10(i)(ii)
|
|
|
|
Description of Exhibit
|
10(j)
|
|
|
10(k)
|
|
|
10(l)
|
|
|
10(m)
|
|
|
10(n)
|
|
|
10(o)
|
|
|
10(p)
|
|
|
10(q)
|
|
|
10(r)
|
|
|
10(s)(i)
|
|
|
10(s)(ii)
|
|
|
10(t)
|
|
|
10(u)
|
|
|
10(v)
|
|
|
10(w)
|
|
|
10(x)
|
|
|
10(y)
|
|
|
10(z)
|
|
|
10(aa)
|
|
|
10(ab)
|
|
|
|
Description of Exhibit
|
10(ac)
|
|
|
10(ad)
|
|
|
Director Indemnity Agreements
|
||
10(bb)
|
|
|
|
|
|
21
|
|
|
23
|
|
|
31.1
|
|
|
31.2
|
|
|
32
|
|
|
101.Def
|
|
Definition Linkbase Document
|
101.Pre
|
|
Presentation Linkbase Document
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101.Lab
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Labels Linkbase Document
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101.Cal
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Calculation Linkbase Document
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101.Sch
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Schema Document
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101.Ins
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Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
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HARSCO CORPORATION
(Registrant)
|
DATE
|
February 21, 2020
|
|
/s/ PETER F. MINAN
|
|
|
|
Peter F. Minan
Senior Vice President and Chief Financial Officer
(Principal Financial Officer)
|
|
|
|
|
DATE
|
February 21, 2020
|
|
/s/ SAMUEL C. FENICE
|
|
|
|
Samuel C. Fenice
Vice President and Corporate Controller
(Principal Accounting Officer)
|
Signature
|
|
Capacity
|
|
Date
|
/s/ F. NICHOLAS GRASBERGER III
|
|
Chairman, President, Chief Executive Officer and Director (Principal Executive Officer)
|
|
February 21, 2020
|
F. Nicholas Grasberger III
|
|
|
|
|
/s/ PETER F. MINAN
|
|
Senior Vice President and Chief Financial Officer (Principal Financial Officer)
|
|
February 21, 2020
|
Peter F. Minan
|
|
|
|
|
/s/ DAVID C. EVERITT
|
|
Lead Director
|
|
February 21, 2020
|
David C. Everitt
|
|
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/s/ JAMES F. EARL
|
|
Director
|
|
February 21, 2020
|
James F. Earl
|
|
|
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/s/ KATHY G. EDDY
|
|
Director
|
|
February 21, 2020
|
Kathy G. Eddy
|
|
|
|
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/s/ CAROLANN I. HAZNEDAR
|
|
Director
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|
February 21, 2020
|
Carolann I. Haznedar
|
|
|
|
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/s/ MARIO LONGHI
|
|
Director
|
|
February 21, 2020
|
Mario Longhi
|
|
|
|
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/s/ EDGAR M. PURVIS, JR.
|
|
Director
|
|
February 21, 2020
|
Edgar M. Purvis, Jr.
|
|
|
|
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/s/ PHILLIP C. WIDMAN
|
|
Director
|
|
February 21, 2020
|
Phillip C. Widman
|
|
|
|
|
HARSCO CORPORATION
|
|
Exhibit 21
|
Subsidiaries of Registrant
|
|
|
|
|
|
Subsidiary
|
Country of Incorporation
|
Ownership Percentage
|
|
|
|
Harsco Metals Argentina S.A.
|
Argentina
|
100%
|
Harsco (Australia) Pty. Limited
|
Australia
|
100%
|
Harsco Industrial Air-X-Changers Pty. Ltd.
|
Australia
|
100%
|
Harsco Metals Australia Pty. Ltd.
|
Australia
|
100%
|
Harsco Metals Australia Holding Investment Co. Pty. Ltd.
|
Australia
|
100%
|
Harsco Rail Pty. Ltd.
|
Australia
|
100%
|
Harsco Minerals Austria GmbH
|
Austria
|
100%
|
AluServ Middle East W.L.L.
|
Bahrain
|
65%
|
Harsco Belgium S.P.R.L.
|
Belgium
|
100%
|
Harsco Metals Belgium S.A.
|
Belgium
|
100%
|
Harsco Metals Emirates Partnership
|
Belgium
|
65%
|
Harsco Rail Emirates Maatschap/Societe de Droit Commun
|
Belgium
|
100%
|
Harsco Brazil Investments SPRL
|
Belgium
|
100%
|
Harsco Chile Investments SPRL
|
Belgium
|
100%
|
Harsco do Brasil Participacoes e Servicos Siderurgicos Ltda.
|
Brazil
|
100%
|
Harsco Metals Limitada
|
Brazil
|
100%
|
Harsco Minerais Limitada
|
Brazil
|
100%
|
Harsco Rail Ltda
|
Brazil
|
100%
|
Heckett Comercio de Rejeitos Industriais, Importacao e Exportacao Ltda
|
Brazil
|
100%
|
Harsco Canada Corporation Societe Harsco Canada
|
Canada
|
100%
|
Harsco Canada General Partner Limited
|
Canada
|
100%
|
Harsco Canada Limited Partnership
|
Canada
|
100%
|
Harsco Nova Scotia Holding Corporation
|
Canada
|
100%
|
Harsco Metals Chile S.A.
|
Chile
|
100%
|
Harsco (Beijing) Fertiliser Co., Ltd
|
China
|
100%
|
Harsco Metals (Ningbo) Pty. Ltd.
|
China
|
70%
|
Harsco Metals Zhejiang Co. Ltd.
|
China
|
70%
|
JiangSu Harsco Industrial Grating Company Limited
|
China
|
100%
|
Shanxi TISCO-Harsco Technology Co., Ltd.
|
China
|
60%
|
Harsco APAC Rail Machinery (Beijing) Co., Ltd.
|
China
|
100%
|
Harsco Technology China Co., Ltd.
|
China
|
100%
|
Harsco (Tangshan) Metallurgical Materials Technology Co., Ltd
|
China
|
65%
|
Harsco (Tangshan) Metallurgical Materials Technology Co., Ltd. - GuYe Branch
|
China
|
100%
|
Harsco (Tangshan) Metallurgical Materials Technology Co., Ltd. - Leting Branch
|
China
|
100%
|
Harsco (Tangshan) Renewable Resources Development Co., Ltd
|
China
|
51%
|
Harsco Infrastructure CZ s.r.o
|
Czech Republic
|
100%
|
Czech Slag- Nova Hut s.r.o.
|
Czech Republic
|
65%
|
Harsco Metals CZ s.r.o
|
Czech Republic
|
100%
|
Harsco Metals Middle East FZE
|
Dubai
|
100%
|
Harsco Metals Egypt L.L.C.
|
Egypt
|
100%
|
Heckett Bahna Co. For Industrial Operations S.A.E.
|
Egypt
|
65%
|
Heckett MultiServ Bahna S.A.E.
|
Egypt
|
65%
|
Slag Processing Company Egypt (SLAR) S.A.E.
|
Egypt
|
60%
|
MultiServ Oy
|
Finland
|
100%
|
HARSCO CORPORATION
|
|
Exhibit 21
|
Subsidiaries of Registrant
|
|
|
Subsidiary
|
Country of Incorporation
|
Ownership Percentage
|
Harsco Metals and Minerals France S.A.S.
|
France
|
100%
|
Harsco France S.A.S.
|
France
|
100%
|
Harsco Metals Germany GmbH
|
Germany
|
100%
|
Harsco Minerals Deutschland GmbH
|
Germany
|
100%
|
Harsco Rail Europe GmbH
|
Germany
|
100%
|
Harsco (Gibraltar) Holding Limited
|
Gibraltar
|
100%
|
Harsco Metals Guatemala S.A.
|
Guatemala
|
100%
|
Harsco China Holding Company Limited
|
Hong Kong
|
100%
|
Harsco Industrial Grating China Holding Co. Ltd.
|
Hong Kong
|
100%
|
Harsco Infrastructure Hong Kong Ltd
|
Hong Kong
|
100%
|
Harsco India Metals Private Limited
|
India
|
99.99%
|
Harsco India Private Ltd.
|
India
|
91.78%
|
Harsco India Services Private Ltd.
|
India
|
100%
|
Harsco Track Machines and Services Private Limited
|
India
|
100%
|
SGB Scafform Limited
|
Ireland
|
100%
|
Ilserv S.R.L.
|
Italy
|
65%
|
Harsco Metals Nord Italia S.R.L.
|
Italy
|
100%
|
Ballagio S.a.r.l.
|
Luxembourg
|
100%
|
Excell Africa Holdings, Ltd.
|
Luxembourg
|
100%
|
Harsco Luxembourg S.a.r.l
|
Luxembourg
|
100%
|
Harsco Metals Luxembourg S.A.
|
Luxembourg
|
100%
|
Harsco Metals Luxequip S.A.
|
Luxembourg
|
100%
|
Excell Americas Holdings Ltd S.a.r.L.
|
Luxembourg
|
100%
|
Harsco Americas Investments S.a.r.l.
|
Luxembourg
|
100%
|
Harsco International Finance S.a.r.l.
|
Luxembourg
|
100%
|
harsco Metals Kemaman Sdn Bhd
|
Malaysia
|
100%
|
Harsco Rail Malaysia Sdn Bhd
|
Malaysia
|
100%
|
Harsco Industrial IKG de Mexico, S.A. de C.V.
|
Mexico
|
100%
|
Harsco Metals de Mexico S.A. de C.V.
|
Mexico
|
100%
|
Irving, S.A. de C.V.
|
Mexico
|
100%
|
GasServ (Netherlands) VII B.V.
|
Netherlands
|
100%
|
Harsco (Mexico) Holdings B.V.
|
Netherlands
|
100%
|
Harsco Infrastructure Industrial Services B.V.
|
Netherlands
|
100%
|
Harsco Infrastructure B.V.
|
Netherlands
|
100%
|
Harsco Infrastructure Construction Services B.V.
|
Netherlands
|
100%
|
Harsco Investments Europe B.V.
|
Netherlands
|
100%
|
Harsco Metals Holland B.V.
|
Netherlands
|
100%
|
Harsco Metals Transport B.V.
|
Netherlands
|
100%
|
Harsco Metals Oostelijk Staal International B.V.
|
Netherlands
|
100%
|
Harsco Minerals Europe B.V.
|
Netherlands
|
100%
|
Harsco Nederland Slag B.V.
|
Netherlands
|
100%
|
Heckett MultiServ China B.V.
|
Netherlands
|
100%
|
Heckett MultiServ Far East B.V.
|
Netherlands
|
100%
|
Minerval Metallurgic Additives B.V.
|
Netherlands
|
100%
|
MultiServ Finance B.V.
|
Netherlands
|
100%
|
MultiServ International B.V.
|
Netherlands
|
100%
|
HARSCO CORPORATION
|
|
Exhibit 21
|
Subsidiaries of Registrant
|
|
|
Subsidiary
|
Country of Incorporation
|
Ownership Percentage
|
Slag Reductie (Pacific) B.V.
|
Netherlands
|
100%
|
Slag Reductie Nederland B.V.
|
Netherlands
|
100%
|
Harsco (Peru) Holdings B.V.
|
Netherlands
|
100%
|
Harsco Europa B.V.
|
Netherlands
|
100%
|
Harsco Finance B.V.
|
Netherlands
|
100%
|
Harsco Metals Limited
|
New Zealand
|
50%
|
Harsco Metals Norway A.S.
|
Norway
|
100%
|
Harsco Minerals Arabia LLC (FZC)
|
Oman
|
100%
|
Harsco Steel Mill Trading Arabia LLC
|
Oman
|
100%
|
Harsco Metals Peru S.A.
|
Peru
|
100%
|
Harsco Metals Polska SP Z.O.O.
|
Poland
|
100%
|
Harsco Metals CTS Prestacao de Servicos Tecnicos e Aluguer de Equipamentos LDA Unipessoal
|
Portugal
|
100%
|
Harsco Metals Saudi Arabia, Ltd.
|
Saudi Arabia
|
55%
|
Harsco Metals D.O.O. Smederevo
|
Serbia
|
100%
|
Harsco Infrastructure Slovensko s.r.o.
|
Slovak Republic
|
100%
|
Harsco Metals Slovensko s.r.o.
|
Slovak Republic
|
100%
|
Harsco Minerali d.o.o.
|
Slovenia
|
100%
|
Harsco Metals RSA Africa (Pty.) Ltd.
|
South Africa
|
100%
|
Harsco Metals South Africa (Pty.) Ltd.
|
South Africa
|
100%
|
Harsco Metals SRH Mill Services (Pty.) Ltd.
|
South Africa
|
100%
|
Harsco Metals SteelServ (Pty.) Ltd.
|
South Africa
|
100%
|
Harsco Metals Ilanga Pty. Ltd.
|
South Africa
|
100%
|
Harsco Infrastructure South Africa (Pty.) Ltd.
|
South Africa
|
100%
|
Heckett MultiServ (FS) Pty Ltd
|
South Africa
|
100%
|
Metal Reclamation SPV (Pty.) Ltd.
|
South Africa
|
100%
|
MultiServ Technologies (South Africa) Pty Ltd
|
South Africa
|
100%
|
Harsco Metals Gesmafesa S.A.
|
Spain
|
100%
|
Harsco Metals Lycrete S.A.
|
Spain
|
100%
|
Harsco Metals Reclamet S.A.
|
Spain
|
100%
|
Harsco Metals Sweden A.B.
|
Sweden
|
100%
|
MultiServ (Sweden) AB
|
Sweden
|
100%
|
Harsco Rail Switzerland GMBH
|
Switzerland
|
100%
|
Harsco Switzerland Finance GmbH
|
Switzerland
|
100%
|
Harsco Switzerland Holding GmbH
|
Switzerland
|
100%
|
Harsco Metals (Thailand) Company Ltd.
|
Thailand
|
100%
|
Harsco Metals Turkey Celik Limited Sirkety
|
Turkey
|
100%
|
Harsco Sun Demiryolu Ekipmanlari Uretim Ve Ticaret Limited Sirketi
|
Turkey
|
51%
|
Tosyali Harsco Geri Kazanim Teknolojileri Anonim Sirketi
|
Turkey
|
50%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
HARSCO CORPORATION
|
|
Exhibit 21
|
Subsidiaries of Registrant
|
|
|
Subsidiary
|
Country of Incorporation
|
Ownership Percentage
|
Altek Europe Holdings Ltd.
|
U.K.
|
100%
|
Altek Europe Limited
|
U.K.
|
100%
|
Altek Melting Solutions Limited
|
U.K.
|
100%
|
Altek MHD Limited
|
U.K.
|
100%
|
Alusalt Limited
|
U.K.
|
100%
|
Faber Prest Limited
|
U.K.
|
100%
|
Harsco (U.K.) Limited
|
U.K.
|
100%
|
Harsco (UK) Group Ltd
|
U.K.
|
100%
|
Harsco (York Place) Limited
|
U.K.
|
100%
|
Harsco Fairways Partnership
|
U.K.
|
100%
|
Harsco Infrastructure Group Ltd.
|
U.K.
|
100%
|
Harsco Infrastructure Services Ltd.
|
U.K.
|
100%
|
Harsco Investment Ltd.
|
U.K.
|
100%
|
Harsco Leatherhead Limited
|
U.K.
|
100%
|
Harsco Metals 373 Ltd
|
U.K.
|
100%
|
Harsco Metals 385 Ltd
|
U.K.
|
100%
|
Harsco Metals Group Limited
|
U.K.
|
100%
|
Harsco Metals Holdings Limited
|
U.K.
|
100%
|
Harsco Mole Valley Limited
|
U.K.
|
100%
|
Harsco Rail Limited
|
U.K.
|
100%
|
Harsco Track Technologies Ltd
|
U.K.
|
100%
|
HLWKH 517 Limited
|
U.K.
|
100%
|
Iductelec Limited
|
U.K.
|
100%
|
Mastclimbers Ltd
|
U.K.
|
100%
|
MultiServ Limited
|
U.K.
|
100%
|
MultiServ Logistics Limited
|
U.K.
|
100%
|
Nortal Limited
|
U.K.
|
100%
|
SGB Holdings Limited
|
U.K.
|
100%
|
SGB Investments Ltd.
|
U.K.
|
100%
|
Short Brothers (Plant) Ltd.
|
U.K.
|
100%
|
Accelerated Remediation Kinetics, LLC
|
U.S.A.
|
100%
|
Advanced Remediation & Disposal Technologies of Delaware, LLC
|
U.S.A.
|
100%
|
AES Asset Acquisition Corporation
|
U.S.A
|
100%
|
AERC Acquisition Corporation
|
U.S.A.
|
100%
|
Allied Environmental Group, LLC
|
U.S.A.
|
100%
|
Altek LLC
|
U.S.A.
|
100%
|
Altek International Sales Company
|
U.S.A.
|
100%
|
Assessment & Remedial Design Technologies, Inc
|
U.S.A.
|
100%
|
Calrissian Holdings LLC
|
U.S.A.
|
100%
|
Carteret Asphalt Corporation
|
U.S.A.
|
100%
|
CEHI Acquisition Corporation
|
U.S.A.
|
100%
|
CEI Holding Corporation
|
U.S.A.
|
100%
|
Clean Earth Dredging Technologies, LLC
|
U.S.A.
|
100%
|
Clean Earth Environmental Services, Inc.
|
U.S.A.
|
100%
|
Clean Earth Holdings, Inc.
|
U.S.A.
|
100%
|
Clean Earth, Inc.
|
U.S.A.
|
100%
|
Clean Earth of Alabama, Inc
|
U.S.A.
|
100%
|
Clean Earth of Carteret, LLC
|
U.S.A.
|
100%
|
Clean Earth of Maryland, LLC
|
U.S.A.
|
100%
|
Clean Earth of New Castle, LLC
|
U.S.A.
|
100%
|
Clean Earth of Georgia, LLC
|
U.S.A.
|
100%
|
Clean Earth of Greater Washington, LLC
|
U.S.A.
|
100%
|
Clean Earth of Michigan, LLC
|
U.S.A.
|
100%
|
Clean Earth Mobile Services, LLC
|
U.S.A.
|
100%
|
Clean Earth of North Jersey, Inc.
|
U.S.A.
|
100%
|
Clean Earth of Philadelphia, LLC
|
U.S.A.
|
100%
|
Clean Earth of Southeast Pennsylvania, LLC
|
U.S.A.
|
100%
|
Clean Earth of Southern Florida, LLC
|
U.S.A.
|
100%
|
Clean Earth of West Virginia, LLC
|
U.S.A.
|
100%
|
Clean Earth of Williamsport, LLC
|
U.S.A.
|
100%
|
Clean Rock Properties, Ltd
|
U.S.A.
|
100%
|
Environmental Soil Management, Inc
|
U.S.A.
|
100%
|
Environmental Soil Management of New York, LLC
|
U.S.A.
|
100%
|
Gardner Road Oil, LLC
|
U.S.A.
|
100%
|
Harsco Defense Holding, LLC
|
U.S.A.
|
100%
|
Harsco Financial Holdings Inc.
|
U.S.A.
|
100%
|
Harsco IKG, LLC
|
U.S.A.
|
100%
|
Harsco Holdings, Inc.
|
U.S.A.
|
100%
|
Harsco Infrastructure Holdings, Inc.
|
U.S.A.
|
100%
|
Harsco Metals Holding LLC
|
U.S.A.
|
100%
|
Harsco Metals Intermetal LLC
|
U.S.A.
|
100%
|
Harsco Metals Investment LLC
|
U.S.A.
|
100%
|
Harsco Metals Operations LLC
|
U.S.A.
|
100%
|
Harsco Metals SRI LLC
|
U.S.A.
|
100%
|
Harsco Metals VB LLC
|
U.S.A.
|
100%
|
Harsco Metro Rail, LLC
|
U.S.A.
|
100%
|
Harsco Minerals Technologies LLC
|
U.S.A.
|
100%
|
Harsco Minnesota Finance, Inc.
|
U.S.A.
|
100%
|
Harsco Minnesota LLC
|
U.S.A.
|
100%
|
Harsco Patterson-Kelley, LLC
|
U.S.A.
|
100%
|
Harsco Rail, LLC
|
U.S.A.
|
100%
|
Harsco Switzerland Finance GmbH, Inc
|
U.S.A.
|
100%
|
Harsco Technologies LLC
|
U.S.A.
|
100%
|
MKC Acquisition Corporation
|
U.S.A.
|
100%
|
Protran Technology LLC
|
U.S.A.
|
100%
|
Real Property Acquisition, LLC
|
U.S.A.
|
100%
|
United Retek of Connecticut, LLC
|
U.S.A.
|
100%
|
Heckett Multiserv MV & MS, CA
|
Venezuela
|
100%
|
|
|
|
HARSCO CORPORATION
|
|
Exhibit 21
|
Subsidiaries of Registrant
|
|
|
Company Name
|
Country of Incorporation
|
Ownership Percentage
|
|
|
|
P.T. Purna Baja Heckett
|
Indonesia
|
40%
|
February 21, 2020
|
|
|
|
/s/ F. NICHOLAS GRASBERGER III
|
|
F. Nicholas Grasberger III
|
|
Chairman, President and Chief Executive Officer
|
|
|
|
February 21, 2020
|
|
|
|
/s/ PETER F. MINAN
|
|
Peter F. Minan
|
|
Senior Vice President and Chief Financial Officer
|
|
(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.
|
/s/ F. NICHOLAS GRASBERGER III
|
F. Nicholas Grasberger III
|
Chairman, President and Chief Executive Officer
|
/s/ PETER F. MINAN
|
Peter F. Minan
|
Senior Vice President and Chief Financial Officer
|