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HARSCO CORP Form 10-K Annual Report Filed 2013-02-26pdf. FORM 10-K Annual report pursuant to section

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  • Business Address 350 POPLAR CHURCH ROAD CAMP HILL PA 17011 7177637064

    Mailing Address 350 POPLAR CHURCH ROAD CAMP HILL PA 17011

    SECURITIES AND EXCHANGE COMMISSION

    FORM 10-K Annual report pursuant to section 13 and 15(d)

    Filing Date: 2013-02-26 | Period of Report: 2012-12-31 SEC Accession No. 0000045876-13-000041

    (HTML Version on secdatabase.com)

    FILER HARSCO CORP CIK:45876| IRS No.: 231483991 | State of Incorp.:DE | Fiscal Year End: 1231 Type: 10-K | Act: 34 | File No.: 001-03970 | Film No.: 13643032 SIC: 3440 Fabricated structural metal products

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  • Table of Contents

    UNITED STATES SECURITIES AND EXCHANGE COMMISSION

    Washington, D.C. 20549

    FORM 10-K

    ý ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2012

    OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

    Commission File Number 001-03970

    HARSCO CORPORATION (Exact name of registrant as specified in its charter)

    Delaware (State or other jurisdiction of incorporation or organization)

    23-1483991 (I.R.S. employer identification number)

    350 Poplar Church Road, Camp Hill, Pennsylvania (Address of principal executive offices)

    17011 (Zip Code)

    Registrant's telephone number, including area code 717-763-7064

    Securities registered pursuant to Section 12(b) of the Act:

    Title of each class Name of each exchange on which registered

    Common stock, par value $1.25 per share Preferred stock purchase rights

    New York Stock Exchange

    Securities registered pursuant to Section 12(g) of the Act: NONE

    Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ý No o

    Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No ý

    Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý No o

    Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ý No o

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

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

    Large accelerated filer ý Accelerated filer o Non-accelerated filer o (Do not check if a

    smaller reporting company)

    Smaller reporting company o

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

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  • The aggregate market value of the Company's voting stock held by non-affiliates of the Company as of June 30, 2012 was $1,641,906,000.

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

    Class Outstanding at January 31, 2013

    Common stock, par value $1.25 per share 80,648,786

    DOCUMENTS INCORPORATED BY REFERENCE

    Selected portions of the 2013 Proxy Statement are incorporated by reference into Part III of this Report.

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  • Table of Contents

    HARSCO CORPORATION FORM 10-K

    INDEX

    Page

    PART I Item 1. Business. 1 Item 1A. Risk Factors. 6 Item 1B. Unresolved Staff Comments. 14 Item 2. Properties. 15 Item 3. Legal Proceedings. 16 Item 4. Mine Safety Disclosures. 16 Supplementary

    Item. Executive Officers of the Registrant (Pursuant to Instruction 3 to Item 401(b) of Regulation S- K).

    16

    PART II Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of

    Equity Securities. 18

    Item 6. Selected Financial Data. 19 Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations. 20 Item 7A. Quantitative and Qualitative Disclosures About Market Risk. 44 Item 8. Financial Statements and Supplementary Data. 45 Item 9. Changes In and Disagreements With Accountants on Accounting and Financial Disclosure. 96 Item 9A. Controls and Procedures. 96 Item 9B. Other Information. 96 PART III Item 10. Directors, Executive Officers and Corporate Governance. 97 Item 11. Executive Compensation. 97 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder

    Matters. 97

    Item 13. Certain Relationships and Related Transactions, and Director Independence. 97 Item 14. Principal Accounting Fees and Services. 97 PART IV Item 15. Exhibits and Financial Statement Schedules. 98 SIGNATURES 104

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  • Table of Contents

    PART I

    Item 1. Business.

    (a) General Development of Business

    Harsco Corporation (the "Company") is a diversified, multinational provider of industrial services and engineered products serving global industries that are fundamental to worldwide economic growth and infrastructure development. The Company's operations fall into four reportable segments: Harsco Metals & Minerals, Harsco Infrastructure, Harsco Rail and Harsco Industrial. The Company has locations in approximately 50 countries, including the United States. The Company was incorporated in 1956.

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

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

    Principal Lines of Business Principal Business Drivers

    Outsourced, on-site services to steel mills and other metals producers

    Global metals production and capacity utilization

    Outsourcing of services by metals producers Demand for high-value specialty steel and ferro alloys

    Resource recovery technologies for the re-use of industrial waste stream by-products (environmental services)

    Demand for environmental solutions for metals and minerals waste streams

    Industrial abrasives and roofing granules Industrial and infrastructure surface preparation and restoration Residential roofing shingles

    Engineered scaffolding, concrete forming and shoring, and other access-related services, rentals and sales

    Demand for infrastructure and non-residential construction

    Industrial plant maintenance requirements Railway track maintenance services and equipment Global railway track maintenance-of-way capital spending

    Outsourcing of track maintenance and new track construction by railroads

    Industrial grating products Industrial plant and warehouse construction and expansion Off-shore drilling and new rig construction

    Air-cooled heat exchangers Demand for natural gas processing and compression Heat transfer products Demand for commercial and institutional boilers and water

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