0000045876-17-000004.txt : 20170224 0000045876-17-000004.hdr.sgml : 20170224 20170224074340 ACCESSION NUMBER: 0000045876-17-000004 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20170224 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20170224 DATE AS OF CHANGE: 20170224 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HARSCO CORP CENTRAL INDEX KEY: 0000045876 STANDARD INDUSTRIAL CLASSIFICATION: FABRICATED STRUCTURAL METAL PRODUCTS [3440] IRS NUMBER: 231483991 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-03970 FILM NUMBER: 17634772 BUSINESS ADDRESS: STREET 1: 350 POPLAR CHURCH ROAD CITY: CAMP HILL STATE: PA ZIP: 17011 BUSINESS PHONE: 7177637064 MAIL ADDRESS: STREET 1: 350 POPLAR CHURCH ROAD CITY: CAMP HILL STATE: PA ZIP: 17011 8-K 1 a8-kfeb2017earningsrelease.htm 8-K Document

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 
FORM 8-K
 

CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) February 24, 2017

Harsco Corporation
(Exact name of registrant as specified in its charter)
 
Delaware 
 
 
001-03970 
 
 
23-1483991 
(State or other jurisdiction
of incorporation)
 
(Commission File Number)
 
(IRS Employer Identification No.)

 
 
350 Poplar Church Road, Camp Hill, Pennsylvania
 
 
17011 
 
 
(Address of principal executive offices)
 
(Zip Code)
 
Registrant's telephone number, including area code:   717-763-7064


________________________________________________________________________________
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: 
 
[   ]
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
[   ]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
[   ]
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
[   ]
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))




Item 2.02. Results of Operations and Financial Condition.
On February 24, 2017, Harsco Corporation issued a Press Release announcing its earnings for the fourth quarter ended December 31, 2016. Among other things, the Press Release reports:
Diluted loss per share from continuing operations of $0.19 and $0.08 in the fourth quarter of 2016 and 2015, respectively;
Diluted loss per share from continuing operations of $1.07 for the year ended December 31, 2016 compared to diluted earnings per share from continuing operations of $0.09 for the year ended December 31, 2015;
Operating income from continuing operations of $24.1 million and $6.2 in the fourth quarter of 2016 and 2015, respectively;
Operating income from continuing operations of $63.5 million and $88.5 for the year ended December 31, 2016 and 2015, respectively;
Net cash provided by operating activities of $55.0 million and $32.4 million in the fourth quarter of 2016 and 2015, respectively;
Net cash provided by operating activities of $159.8 million and $121.5 million for the year ended December 31, 2016 and 2015, respectively; and
Total debt of $659.1 million and $900.9 million at December 31, 2016 and 2015, respectively.
A copy of the Press Release is attached hereto as Exhibit 99.1. This information is being furnished in this report and shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act") or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933 or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
The following exhibit is furnished as part of the Current Report on Form 8-K:
Exhibit 99.1.       Press release dated February 24, 2017.




SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
Harsco Corporation 


February 24, 2017

(Date)
 
/s/ Peter F. Minan

Peter F. Minan  
Senior Vice President and Chief Financial Officer





 
Exhibit Index
 
99.1
Press release dated February 24, 2017


EX-99.1 2 pressreleasefinancialstate.htm EXHIBIT 99.1 Exhibit

Exhibit 99.1
Investor Contact 
David Martin
717.612.5628
damartin@harsco.com
Media Contact
Kenneth Julian
717.730.3683
kjulian@harsco.com
image1a04.gif


FOR IMMEDIATE RELEASE

HARSCO CORPORATION REPORTS FOURTH QUARTER AND FULL-YEAR 2016 RESULTS

Q4 GAAP Operating Income of $24 Million

Q4 Adjusted Operating Income of $28 Million Within Guidance Range; Strong Performance in Metals & Minerals and Lower Corporate Spending Supported Results Toward High-End of Range

Net Cash Provided by Operating Activities Totaled $55 Million in Q4 and $160 Million for 2016

Free Cash Flow Totaled $38 Million in Q4 and Reached $100 Million for the Full-Year

Net Debt at Year-End Totaled $587 Million, Down More Than $230 Million in 2016; Liquidity Approximated $330 Million at Year-End

2017 GAAP and Adjusted Operating Income Expected Between $100 Million and $120 Million; Free Cash Flow Anticipated Within a Range of $60 Million to $80 Million


CAMP HILL, PA (February 24, 2017) . . . Harsco Corporation (NYSE: HSC) today reported fourth quarter and full-year 2016 results. On a U.S. GAAP (“GAAP”) basis, fourth quarter 2016 diluted loss per share from continuing operations was $0.19, which included costs and charges related to the early extinguishment of debt and an adjustment to the forward loss provision related to the Company's railway maintenance contracts with SBB. The forward loss provision of $5 million primarily relates to a refinement of certain cost estimates for the second contract with SBB as conceptual designs were finalized. These costs relate to the life of the contract through 2020. Excluding unusual items, adjusted diluted earnings per share from continuing operations in the fourth quarter of 2016 were $0.16. These figures compare with a GAAP diluted loss per share from continuing operations of $0.08 and adjusted diluted earnings per share from continuing operations of $0.11 in the fourth quarter of 2015.

Operating income from continuing operations for the fourth quarter of 2016 was $24 million. Excluding unusual items, operating income for the fourth quarter of 2016 was $28 million, which was within the guidance range of $20 million to $29 million previously provided by the Company.

“We ended the year with a strong quarter and I am very pleased with our accomplishments during the year,” said President and CEO Nick Grasberger. “2016 proved to be a turning point for Harsco. We exceeded the key financial targets established at the beginning of the year, despite persistent end-market weakness. Much of our success can be attributed to Metals & Minerals, where we completed the major transformation actions contemplated in M&M. Our M&M initiatives led to a meaningful improvement in performance during 2016 and enabled the business to achieve the targeted objectives we established nearly three years ago. Also, our Corporate costs declined significantly compared with 2015, our free cash flow reached a multi-year high and our balance sheet is now the healthiest it has been in years.”


1


“As we enter 2017, economic conditions are more favorable in most relevant markets, and we currently expect our three businesses to see an improvement in underlying performance over the course of the year. However, our expectations are tempered by the financial impacts of a stronger U.S. dollar and uncertainty regarding the timing and pace of potential improvements in select markets. As a result, our 2017 operating income is anticipated to improve only modestly at the top-end of our guidance range. We will maintain our operational and capital discipline and utilize our free cash flow to further strengthen our financial flexibility. Lastly, we remain optimistic about the earnings and value potential of our businesses and will continue to focus on our strategies to improve returns."


Harsco Corporation—Selected Fourth Quarter Results
($ in millions, except per share amounts)
 
Q4 2016
 
Q4 2015
Revenues
 
$
360

 
$
387

Operating income from continuing operations - GAAP
 
$
24

 
$
6

Operating margin from continuing operations - GAAP
 
6.7
%
 
1.6
%
Diluted EPS from continuing operations
 
$
(0.19
)
 
$
(0.08
)
Unusual items per diluted share
 
$
0.34

 
$
0.19

Adjusted operating income - excluding unusual items
 
$
28

 
$
26

Adjusted operating margin - excluding unusual items
 
7.8
%
 
6.6
%
Adjusted diluted EPS from continuing operations - excluding unusual items (1)
 
$
0.16

 
$
0.11

Return on invested capital (TTM) - excluding unusual items
 
6.9
%
 
6.3
%
(1) Q4 2016 does not total due to rounding
 
 
 
 

Consolidated Fourth Quarter Operating Results

Total revenues were $360 million, with the decrease attributable to lower revenues in the Company’s Industrial and Metals & Minerals segments, as expected. Foreign currency translation negatively impacted fourth quarter 2016 revenues by approximately $10 million.

GAAP operating income from continuing operations for the fourth quarter of 2016 was $24 million, while operating income from continuing operations excluding unusual items was $28 million in the fourth quarter of 2016. These figures compare with GAAP operating income of $6 million and adjusted operating income of $26 million in the same quarter last year. Adjusted operating income in Metals & Minerals improved in comparison with the prior-year quarter. Adjusted operating income in the Rail segment was similar to the prior-year quarter, while operating income declined in the Industrial segment. Meanwhile, Corporate costs declined versus the prior-year period. Lastly, adjusted operating margin increased 120 basis points versus the adjusted operating margin in fourth quarter of 2015.


Harsco Corporation - Selected 2016 Results
($ in millions, except per share amounts)
 
2016
 
2015
Revenues
 
$
1,451

 
$
1,723

Operating income/(loss) from continuing operations - GAAP
 
$
63

 
$
89

Operating margin from continuing operations - GAAP
 
4.4
%
 
5.1
%
Diluted EPS from continuing operations
 
$
(1.07
)
 
$
0.09

Unusual items per diluted share
 
$
1.55

 
$
0.46

Adjusted operating income - excluding unusual items
 
$
116

 
$
135

Adjusted operating margin - excluding unusual items
 
8.0
%
 
7.9
%
Adjusted diluted EPS from continuing operations - excluding unusual items (1)
 
$
0.48

 
$
0.56

Return on invested capital (TTM) - excluding unusual items
 
6.9
%
 
6.3
%
(1) 2015 does not total due to rounding
 
 
 
 



2


Consolidated 2016 Results

Total revenues were $1.5 billion in 2016, compared with $1.7 billion in 2015, with the decline primarily the result of lower revenues in the Company's Metals & Minerals and Industrial segments. Metals & Minerals' revenues were negatively impacted by site exits and foreign exchange rate changes as well as reduced steel output and commodities pricing, while revenues in the Industrial segment decreased due to lower customer demand for both heat exchangers and industrial grating. Foreign currency translation negatively impacted revenues by $51 million in 2016.

GAAP operating income from continuing operations was $63 million in 2016, while operating income from continuing operations excluding unusual items in 2016 was $116 million. These figures compare with GAAP operating income of $89 million and adjusted operating income of $135 million in 2015. During the year, adjusted operating income in Metals & Minerals improved mainly as a result of workforce reductions, a better mix of contracts and operating cost improvements. Meanwhile, operating income in Industrial decreased compared with 2015 due lower customer demand for heat exchangers and industrial grating, while adjusted operating income in Rail also declined, partially given that the segment's 2015 operating income benefited from a foreign exchange gain on cash advances of $11 million. Lastly, Corporate costs decreased significantly versus 2015.

On a GAAP basis, diluted loss per share from continuing operations in 2016 was $1.07, which included a site exit charge, Metals & Minerals Separation costs, debt refinancing costs and charges, a loss related to the selling of the Company's remaining interest in Brand Energy, and a forward loss provision related to the Company's railway maintenance equipment contracts with SBB. Excluding unusual items, adjusted diluted earnings per share from continuing operations were $0.48 in 2016. These figures compare with GAAP diluted earnings per share from continuing operations of $0.09 and adjusted diluted earnings per share from continuing operations of $0.56 in 2015.


Fourth Quarter Business Review

Metals & Minerals
($ in millions)
 
Q4 2016
 
Q4 2015
 
%Change
Revenues
 
$
235

 
$
243

 
(4
)%
Operating income - GAAP
 
$
20

 
$

 
nmf

Operating margin - GAAP
 
8.4
%
 
0.2
%
 
 
Adjusted operating income - excluding unusual items
 
$
19

 
$
12

 
59
 %
Adjusted operating margin - excluding unusual items
 
7.9
%
 
4.8
%
 
 
Customer liquid steel tons (millions)
 
34.5

 
33.5

 
3
 %
nmf=not meaningful
 
 
 
 
 
 

Revenues decreased 4 percent to $235 million, as the impacts from exiting certain contracts and foreign exchange translation offset higher steel output and service levels as well as increased nickel-related sales. GAAP operating income totaled $20 million in comparison with GAAP operating income of less than $1 million in the prior-year quarter. The recently completed quarter included a site exit adjustment while the prior-year quarter included Project Orion Phase 3 implementation costs and underperforming site exit charges. Meanwhile, adjusted operating income increased 59 percent to $19 million mainly as a result of workforce reductions and operating cost improvements as well as increased steel production and nickel-related profits. As a result, the segment's adjusted operating margin improved by 310 basis points to 7.9 percent versus last year’s fourth quarter.








3


Industrial
($ in millions)
 
Q4 2016
 
Q4 2015
 
%Change
Revenues
 
$
56

 
$
75

 
(26
)%
Operating income - GAAP
 
$
3

 
$
12

 
(73
)%
Operating margin - GAAP
 
5.5
%
 
15.4
%
 


Revenues declined 26 percent to $56 million, principally due to lower demand for industrial grating as well as heat exchangers from U.S. energy customers. Operating income also declined due to these factors as well as product sales mix. As a result, the segment’s operating margin decreased to 5.5 percent compared with 15.4 percent in the comparable quarter last year.

Rail
($ in millions)
 
Q4 2016
 
Q4 2015
 
%Change
Revenues
 
$
70

 
$
69

 
1
 %
Operating income - GAAP
 
$
5

 
$
10

 
(51
)%
Operating margin - GAAP
 
7.1
%
 
14.6
%
 
 
Adjusted operating income - excluding unusual items (1)
 
$
10

 
$
10

 
nmf

Adjusted operating margin - excluding unusual items (1)
 
14.2
%
 
14.6
%
 
 
nmf=not meaningful
 
 
 
 
 
 
(1) no unusual items in Q4 2015
 
 
 
 
 
 

Revenues increased 1 percent to $70 million as an increase in after-market parts sales was offset by lower contract services. GAAP operating income totaled $5 million including the SBB forward loss provision. Excluding this item, adjusted operating income totaled $10 million and the adjusted operating margin was 14.2 percent, both of which are consistent with the prior-year period as a result of the above trends.


Cash Flow

Net cash provided by operating activities totaled $55 million in the fourth quarter of 2016, compared with $32 million in the prior-year period. For the full-year, net cash provided by operating activities was $160 million, compared with $122 million in 2015.

Free cash flow was $38 million in the fourth quarter of 2016, compared with $6 million in the prior-year period. For the full-year, free cash flow was $100 million, compared with $24 million in 2015. The cash flow improvement for the fourth quarter and full-year resulted from increased net cash provided by operating activities, as detailed above, and reduced capital expenditures.


Financial Position

At the end of the fourth quarter, the Company maintained net debt of approximately $587 million, a modest decrease from the third quarter of 2016. Meanwhile, the Company's Credit Agreement net debt to adjusted EBITDA ratio was 2.3x, as compared with a maximum leverage covenant of 4.0x under the Company's Credit Agreement. The Company's borrowing capacity and available cash totaled approximately $330 million at the end of the year.









4


2017 Outlook

The Company’s 2017 Guidance reflects an overall mixed outlook across its services and products portfolio combined with the expected financial impacts from a stronger U.S. dollar against various currencies. For Metals & Minerals, adjusted operating income is anticipated to be comparable with 2016 as operational savings, new sites and a modest increase in customer steel output and commodity prices are expected to be offset by foreign exchange impacts, services mix and lower nickel and Applied Products volumes. Meanwhile, Industrial earnings are projected to slightly increase as improved demand for heat exchangers and commercial boilers are expected to offset a less favorable product mix and lower industrial grating demand, and in Rail, adjusted earnings are also expected to modestly increase as higher contributions from after-market parts, Intelligent Solutions offerings, and international equipment sales are only partially offset by weaker North American market demand and lower contract services contributions. Both Industrial and Rail enter 2017 with modest backlogs and performance in each segment is projected to improve as relevant markets strengthen during the year. Lastly, Corporate spending is projected to increase compared with 2016 as a result of pension and various investments. Key highlights in the Outlook are included below.

Full Year 2017
GAAP and adjusted operating income for the full year is expected to range from $100 million to $120 million; this compares with GAAP operating income of $63 million and adjusted operating income of $116 million in 2016.
Free cash flow is expected in the range of $60 million to $80 million, including net capital expenditures of between $80 million and $90 million; compared with free cash flow of $100 million and net capital expenditures of $60 million in 2016.
Net interest expense is forecasted to range from $45 million to $47 million.
Effective tax rate is expected to range from 39 percent to 41 percent.
GAAP and adjusted earnings per share for the full year are currently expected in the range of $0.32 to $0.50; this compares with GAAP loss per share of $1.07 and adjusted earnings per share of $0.48 per share in 2016.
Adjusted return on invested capital is expected to range from 8.0 percent to 9.0 percent; compared with 6.9 percent in 2016.

Q1 2017
Adjusted operating income of $15 million to $20 million; compared with $18 million in the prior-year quarter.
Adjusted (loss) earnings per share of $(0.01) to $0.04; compared with $0.03 in the prior-year quarter.


Conference Call

The Company will hold a conference call today at 9:00 a.m. Eastern Time to discuss its results and respond to questions from the investment community. The conference call will be broadcast live through the Harsco Corporation website at www.harsco.com. The Company will refer to a slide presentation that accompanies its formal remarks. The slide presentation will be available on the Company’s website.

The call can also be accessed by telephone by dialing (800) 611-4920, or (973) 200-3957 for international callers. Enter Conference ID number 51879990. Listeners are advised to dial in at least five minutes prior to the call.

Replays will be available via the Harsco website and also by telephone through March 10, 2017 by dialing (800) 585-8367, (855) 859-2056 or (404) 537-3406.


Forward-Looking Statements

The nature of the Company's business and the many countries in which it operates subject it to changing economic, competitive, regulatory and technological conditions, risks and uncertainties. In accordance with the "safe harbor" provisions of Section 27A of the Securities Act of 1933 and Section 21E of the Securities

5


Exchange Act of 1934, the Company provides the following cautionary remarks regarding important factors that, among others, could cause future results to differ materially from the results contemplated by forward-looking statements, including the expectations and assumptions expressed or implied herein. Forward-looking statements contained herein could include, among other things, statements about management's confidence in and strategies for performance; expectations for new and existing products, technologies and opportunities; and expectations regarding growth, sales, cash flows, and earnings. Forward-looking statements can be identified by the use of such terms as "may," "could," "expect," "anticipate," "intend," "believe," "likely," "estimate," "plan" or other comparable terms.

Factors that could cause actual results to differ, perhaps materially, from those implied by forward-looking statements include, but are not limited to: (1) changes in the worldwide business environment in which the Company operates, including general economic conditions; (2) changes in currency exchange rates, interest rates, commodity and fuel costs and capital costs; (3) changes in the performance of equity and bond markets that could affect, among other things, the valuation of the assets in the Company's pension plans and the accounting for pension assets, liabilities and expenses; (4) changes in governmental laws and regulations, including environmental, occupational health and safety, tax and import tariff standards; (5) market and competitive changes, including pricing pressures, market demand and acceptance for new products, services and technologies; (6) the Company's inability or failure to protect its intellectual property rights from infringement in one or more of the many countries in which the Company operates; (7) failure to effectively prevent, detect or recover from breaches in the Company's cybersecurity infrastructure; (8) unforeseen business disruptions in one or more of the many countries in which the Company operates due to political instability, civil disobedience, armed hostilities, public health issues or other calamities; (9) disruptions associated with labor disputes and increased operating costs associated with union organization; (10) the seasonal nature of the Company's business; (11) the Company's ability to successfully enter into new contracts and complete new acquisitions or strategic ventures in the time-frame contemplated, or at all; (12) the integration of the Company's strategic acquisitions; (13) the amount and timing of repurchases of the Company's common stock, if any; (14) the prolonged recovery in global financial and credit markets and economic conditions generally, which could result in the Company's customers curtailing development projects, construction, production and capital expenditures, which, in turn, could reduce the demand for the Company's products and services and, accordingly, the Company's revenues, margins and profitability; (15) the outcome of any disputes with customers, contractors and subcontractors; (16) the financial condition of the Company's customers, including the ability of customers (especially those that may be highly leveraged and those with inadequate liquidity) to maintain their credit availability; (17) the Company's ability to successfully implement and receive the expected benefits of cost-reduction and restructuring initiatives, including the achievement of expected cost savings in the expected time frame; (18) implementation of environmental remediation matters; (19) risk and uncertainty associated with intangible assets; (20) the impact of a transaction, if any, resulting from the Company's determination to explore strategic options for the separation of the Harsco Metals & Minerals Segment; and (21) other risk factors listed from time to time in the Company's SEC reports. A further discussion of these, along with other potential risk factors, can be found in Part I, Item 1A, "Risk Factors," of the Company's Annual Report on Form 10-K for the year ended December 31, 2015 and Part II, Item 1A, Risk Factors of the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 2016. The Company cautions that these factors may not be exhaustive and that many of these factors are beyond the Company's ability to control or predict. Accordingly, forward-looking statements should not be relied upon as a prediction of actual results. The Company undertakes no duty to update forward-looking statements except as may be required by law.


About Harsco

Harsco Corporation serves key industries that are fundamental to worldwide economic development, including steel and metals production, railways and energy. Harsco’s common stock is a component of the S&P SmallCap 600 Index and the Russell 2000 Index. Additional information can be found at www.harsco.com.

# # #



6


HARSCO CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
 
 
Three Months Ended
 
Twelve Months Ended
 
 
December 31
 
December 31
(In thousands, except per share amounts)
 
2016
 
2015
 
2016
 
2015
Revenues from continuing operations:
 
 
 
 
 
 
 
 
   Service revenues
 
$
224,952

 
$
240,625

 
$
939,129

 
$
1,092,725

   Product revenues
 
135,270

 
146,807

 
512,094

 
630,367

      Total revenues
 
360,222

 
387,432

 
1,451,223

 
1,723,092

Costs and expenses from continuing operations:
 
 

 
 

 
 
 
 
   Cost of services sold 
 
184,983

 
195,708

 
759,120

 
909,995

   Cost of products sold 
 
99,212

 
102,541

 
411,343

 
446,366

   Selling, general and administrative expenses
 
49,838

 
55,221

 
200,391

 
242,112

   Research and development expenses
 
1,532

 
1,020

 
4,280

 
4,510

   Loss on disposal of the Harsco Infrastructure Segment
 

 

 

 
1,000

   Other expenses
 
509

 
26,744

 
12,620

 
30,573

      Total costs and expenses
 
336,074

 
381,234

 
1,387,754

 
1,634,556

      Operating income from continuing operations
 
24,148

 
6,198

 
63,469

 
88,536

Interest income
 
715

 
623

 
2,475

 
1,574

Interest expense
 
(11,660
)
 
(11,992
)
 
(51,584
)
 
(46,804
)
Loss on early extinguishment of debt
 
(35,337
)
 

 
(35,337
)
 

Change in fair value to unit adjustment liability and loss on dilution and sale of equity method investment
 

 
(1,999
)
 
(58,494
)
 
(8,491
)
      Income (loss) from continuing operations before income taxes and equity income
 
(22,134
)
 
(7,170
)
 
(79,471
)
 
34,815

Income tax benefit (expense)
 
8,276

 
(733
)
 
(6,637
)
 
(27,678
)
Equity in income of unconsolidated entities, net
 

 
571

 
5,686

 
175

      Income (loss) from continuing operations
 
(13,858
)
 
(7,332
)
 
(80,422
)
 
7,312

Discontinued operations:
 
 
 
 
 
 
 
 
   Income (loss) on disposal of discontinued business
 
(727
)
 
(704
)
 
1,061

 
(1,553
)
   Income tax benefit (expense) related to discontinued business
 
269

 
260

 
(392
)
 
573

      Income (loss) from discontinued operations
 
(458
)
 
(444
)
 
669

 
(980
)
Net income (loss)
 
(14,316
)
 
(7,776
)
 
(79,753
)
 
6,332

   Less: Net (income) loss attributable to noncontrolling interests
 
(1,322
)
 
781

 
(5,914
)
 
(144
)
Net income (loss) attributable to Harsco Corporation
 
$
(15,638
)
 
$
(6,995
)
 
$
(85,667
)
 
$
6,188

Amounts attributable to Harsco Corporation common stockholders:
 
 

 
 

 
 
 
 
   Income (loss) from continuing operations, net of tax
 
$
(15,180
)
 
$
(6,551
)
 
$
(86,336
)
 
$
7,168

   Income (loss) from discontinued operations, net of tax
 
(458
)
 
(444
)
 
669

 
(980
)
   Net income (loss) attributable to Harsco Corporation common stockholders
 
$
(15,638
)
 
$
(6,995
)
 
$
(85,667
)
 
$
6,188

 
 
 
 
 
 
 
 
 
Weighted-average shares of common stock outstanding
 
80,379

 
80,238

 
80,333

 
80,234

Basic earnings (loss) per common share attributable to Harsco Corporation common stockholders:
   Continuing operations
 
$
(0.19
)
 
$
(0.08
)
 
$
(1.07
)
 
$
0.09

   Discontinued operations
 
(0.01
)
 
(0.01
)
 
0.01

 
(0.01
)
Basic earnings (loss) per share attributable to Harsco Corporation common stockholders
 
$
(0.19
)
(a)
$
(0.09
)
 
$
(1.07
)
(a)
$
0.08

 
 
 
 
 
 
 
 
 
Diluted weighted-average shares of common stock outstanding
 
80,379

 
80,238

 
80,333

 
80,365

Diluted earnings (loss) per common share attributable to Harsco Corporation common stockholders:
   Continuing operations
 
$
(0.19
)
 
$
(0.08
)
 
$
(1.07
)
 
$
0.09

   Discontinued operations
 
(0.01
)
 
(0.01
)
 
0.01

 
(0.01
)
Diluted earnings (loss) per share attributable to Harsco Corporation common stockholders
 
$
(0.19
)
(a)
$
(0.09
)
 
$
(1.07
)
(a)
$
0.08

(a) Does not total due to rounding.

7


HARSCO CORPORATION
CONSOLIDATED BALANCE SHEETS (Unaudited)

 
 
 
 

(In thousands)
 
December 31
2016
 
December 31
2015
ASSETS
 
 
 
 
Current assets:
 
 
 
 
   Cash and cash equivalents
 
$
71,879

 
$
79,756

   Trade accounts receivable, net
 
236,554

 
254,877

   Other receivables
 
21,053

 
30,395

   Inventories
 
187,681

 
216,967

   Other current assets
 
60,523

 
82,527

      Total current assets
 
577,690

 
664,522

Investments
 
1,944

 
252,609

Property, plant and equipment, net
 
490,255

 
564,035

Goodwill
 
382,251

 
400,367

Intangible assets, net
 
41,567

 
53,043

Other assets
 
87,679

 
126,621

      Total assets
 
$
1,581,386

 
$
2,061,197

LIABILITIES
 
 
 
 
Current liabilities:
 
 
 
 
   Short-term borrowings
 
$
4,259

 
$
30,229

   Current maturities of long-term debt
 
25,574

 
25,084

   Accounts payable
 
107,954

 
136,018

   Accrued compensation
 
46,658

 
38,899

   Income taxes payable
 
4,301

 
4,408

   Dividends payable
 

 
4,105

   Insurance liabilities
 
11,850

 
11,420

   Advances on contracts and other customer advances
 
117,329

 
107,250

   Due to unconsolidated affiliate
 

 
7,733

   Unit adjustment liability
 

 
22,320

   Other current liabilities
 
110,029

 
118,657

      Total current liabilities
 
427,954

 
506,123

Long-term debt
 
629,239

 
845,621

Deferred income taxes
 
2,621

 
12,095

Insurance liabilities
 
25,265

 
30,400

Retirement plan liabilities
 
319,597

 
241,972

Due to unconsolidated affiliate
 

 
13,674

Unit adjustment liability
 

 
57,614

Other liabilities
 
39,147

 
42,895

      Total liabilities
 
1,443,823

 
1,750,394

HARSCO CORPORATION STOCKHOLDERS' EQUITY
 
 
 
 
   Common stock
 
140,625

 
140,503

   Additional paid-in capital
 
172,101

 
170,699

   Accumulated other comprehensive loss
 
(606,722
)
 
(515,688
)
   Retained earnings
 
1,150,688

 
1,236,355

   Treasury stock
 
(760,391
)
 
(760,299
)
   Total Harsco Corporation stockholders’ equity
 
96,301

 
271,570

Noncontrolling interests
 
41,262

 
39,233

      Total equity
 
137,563

 
310,803

      Total liabilities and equity
 
$
1,581,386


$
2,061,197


8


HARSCO CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
 
 
Three Months Ended
 
Twelve Months Ended
 
 
December 31
 
December 31
(In thousands)
 
2016
 
2015
 
2016
 
2015
Cash flows from operating activities:
 
 
 
 
 
 
 
 
   Net income (loss)
 
$
(14,316
)
 
$
(7,776
)
 
$
(79,753
)
 
$
6,332

   Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation
 
30,799

 
34,309

 
129,083

 
144,652

Amortization
 
2,400

 
2,820

 
12,403

 
11,823

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

 
1,999

 
58,494

 
8,491

Contract estimated forward loss provision for Harsco Rail Segment
 
5,000

 

 
45,050

 

Loss on early extinguishment of debt
 
35,337

 

 
35,337

 

Deferred income tax expense (benefit)
 
(5,639
)
 
(4,824
)
 
(7,654
)
 
5,174

Equity in income of unconsolidated entities, net
 

 
(571
)
 
(5,686
)
 
(175
)
Dividends from unconsolidated entities
 

 
28

 
16

 
28

Other, net
 
5,761

 
5,916

 
2,085

 
(6,429
)
Changes in assets and liabilities:
 
 
 
 
 
 
 
 

               Accounts receivable
 
11,986

 
32,489

 
16,041

 
41,650

               Inventories
 
11,982

 
(8,334
)
 
(12,313
)
 
(44,806
)
               Accounts payable
 
(9,454
)
 
2,945

 
(20,285
)
 
(401
)
               Accrued interest payable
 
(9,442
)
 
(10,411
)
 
(3,197
)
 
(2,753
)
               Accrued compensation
 
4,384

 
(6,679
)
 
8,865

 
(10,319
)
               Advances on contracts and other customer advances
 
(867
)
 
(8,343
)
 
14,485

 
(795
)
               Retirement plan liabilities, net
 
(3,269
)
 
(3,478
)
 
(20,420
)
 
(24,593
)
               Harsco 2011/2012 Restructuring Program accrual
 

 
(93
)
 

 
(398
)
               Other assets and liabilities
 
(9,632
)
 
2,408

 
(12,766
)
 
(5,974
)
Net cash provided by operating activities
 
55,030

 
32,405

 
159,785

 
121,507

Cash flows from investing activities:
 
 
 
 
 
 
 
 
   Purchases of property, plant and equipment
 
(19,394
)
 
(31,969
)
 
(69,340
)
 
(123,552
)
   Proceeds from sales of assets
 
2,127

 
5,189

 
9,305

 
25,966

   Purchases of businesses, net of cash acquired
 

 
(83
)
 
(26
)
 
(7,788
)
   Proceeds from sale of equity investment
 

 

 
165,640

 

   Payment of unit adjustment liability
 

 
(5,580
)
 

 
(22,320
)
   Other investing activities, net
 
10,250

 
5,296

 
17,308

 
(2,679
)
Net cash provided (used) by investing activities
 
(7,017
)
 
(27,147
)
 
122,887

 
(130,373
)
Cash flows from financing activities:
 
 
 
 
 
 
 
 
   Short-term borrowings, net
 
(823
)
 
17,664

 
(2,350
)
 
18,875

   Current maturities and long-term debt:
 
 
 
 
 
 
 
 

         Additions
 
669,892

 
335,003

 
720,727

 
427,996

         Reductions
 
(703,799
)
 
(297,854
)
 
(979,567
)
 
(399,533
)
   Cash dividends paid on common stock
 

 
(16,419
)
 
(4,105
)
 
(65,730
)
   Dividends paid to noncontrolling interests
 

 
(2,939
)
 
(1,702
)
 
(4,498
)
   Purchase of noncontrolling interests
 

 

 
(4,731
)
 
(395
)
   Common stock acquired for treasury
 

 

 

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

 

 
16,625

 
75,057

Deferred pension underfunding payment to unconsolidated affiliate
 

 
(7,688
)
 
(20,640
)
 
(7,688
)
Deferred financing costs
 
(15,584
)
 
(6,880
)
 
(16,530
)
 
(9,487
)
Net cash provided (used) by financing activities
 
(50,314
)
 
20,887

 
(292,273
)
 
22,454

Effect of exchange rate changes on cash
 
(5,731
)
 
(4,383
)
 
1,724

 
3,325

Net increase (decrease) in cash and cash equivalents
 
(8,032
)
 
21,762

 
(7,877
)

16,913

Cash and cash equivalents at beginning of period
 
79,911

 
57,994

 
79,756

 
62,843

Cash and cash equivalents at end of period
 
$
71,879

 
$
79,756

 
$
71,879

 
$
79,756


9


HARSCO CORPORATION
REVIEW OF OPERATIONS BY SEGMENT (Unaudited)

 
 
Three Months Ended
 
Three Months Ended
 
 
December 31, 2016
 
December 31, 2015
(In thousands)
 
Revenues
 
Operating
Income (Loss)
 
Revenues
 
Operating Income (Loss)
Harsco Metals & Minerals
 
$
234,617

 
$
19,700

 
$
243,261

 
$
438

Harsco Industrial
 
55,981

 
3,099

 
75,373

 
11,640

Harsco Rail
 
69,590

 
4,916

 
68,798

 
10,077

General Corporate
 
34

 
(3,567
)
 

 
(15,957
)
Consolidated Totals
 
$
360,222

 
$
24,148

 
$
387,432

 
$
6,198

 
 
 
 
 
 
 
 
 
 
 
Twelve Months Ended
 
Twelve Months Ended
 
 
December 31, 2016
 
December 31, 2015
(In thousands)
 
Revenues
 
Operating
Income (Loss)
 
Revenues
 
Operating Income (Loss)
Harsco Metals & Minerals
 
$
965,540

 
$
81,634

 
$
1,106,162

 
$
26,289

Harsco Industrial
 
247,542

 
23,182

 
357,256

 
57,020

Harsco Rail
 
238,107

 
(17,527
)
 
259,674

 
50,896

General Corporate
 
34

 
(23,820
)
 

 
(45,669
)
Consolidated Totals
 
$
1,451,223

 
$
63,469

 
$
1,723,092

 
$
88,536




10




HARSCO CORPORATION
RECONCILIATION OF NET DEBT TO TOTAL DEBT AS REPORTED(Unaudited)
(In thousands)
 
December 31
2016
 
December 31
2015
Short-term borrowings
 
$
4,259

 
$
30,229

Current maturities of long-term debt
 
25,574

 
25,084

Long-term debt
 
629,239

 
845,621

Total debt
 
659,072

 
900,934

Less: Cash and cash equivalents
 
(71,879
)
 
(79,756
)
Net debt
 
587,193

 
821,178


The Company believes that the presentation of Net debt provides useful information to investors because management reviews Net debt as part of the management of the Company's overall liquidity, financial flexibility, capital structure and leverage. Furthermore, certain debt rating agencies, creditors and credit analysts monitor the Company's Net debt as part of their assessments of the Company's business.


11


HARSCO CORPORATION
RECONCILIATION OF ADJUSTED DILUTED EARNINGS PER SHARE FROM CONTINUING OPERATIONS EXCLUDING UNUSUAL ITEMS TO DILUTED EARNINGS (LOSS) PER SHARE FROM CONTINUING OPERATIONS AS REPORTED (Unaudited)

 
 
 
Three Months Ended
 
Twelve Months Ended
 
 
 
December 31
 
December 31
 
 
 
2016
 
2015
 
2016
 
2015
 
Diluted earnings (loss) per share from continuing operations as reported
 
$
(0.19
)
 
$
(0.08
)
 
$
(1.07
)
 
$
0.09

 
Net loss on dilution and sale of equity investment (a)
 

 

 
0.66

 

 
Harsco Rail Segment forward contract loss provision (b)
 
0.06

 

 
0.56

 

 
Loss on early extinguishment of debt (c)
 
0.43

 

 
0.44

 

 
Harsco Metals & Minerals Segment site exit and underperforming contract charges, net (d)
 

 
0.08

 
0.06

 
0.06

 
Harsco Metals & Minerals Segment separation costs (e)
 

 
0.10

 
0.04

 
0.12

 
Expense of deferred financing costs (f)
 

 

 
0.01

 

 
Harsco Metals & Minerals Segment cumulative translation adjustment liquidation (g)
 
(0.01
)
 

 
(0.01
)
 

 
Harsco Metals & Minerals Segment contract termination charges (h)
 

 

 

 
0.17

 
Harsco Metals & Minerals Segment salt cake processing and disposal charges (i)
 

 

 

 
0.06

 
Harsco Metals & Minerals Segment Project Orion charges (j)
 

 
0.06

 

 
0.06

 
Harsco Metals & Minerals Segment subcontractor settlement charge (k)
 

 

 

 
0.05

 
Harsco Metals & Minerals Segment multi-employer pension plan
        charge (l)
 

 

 

 
0.01

 
Harsco Infrastructure Segment loss on disposal (m)
 

 

 

 
0.01

 
Taxes on above unusual items (n)
 
(0.14
)
 
(0.05
)
 
(0.21
)
 
(0.08
)
 
Adjusted diluted earnings per share from
continuing operations excluding unusual items
 
$
0.16

(o)
$
0.11

 
$
0.48

 
$
0.56

(o)

(a)
Loss on the dilution and sale of the Company's investment in Brand Energy & Infrastructure Services recorded at Corporate (Full year 2016 $53.8 million pre-tax).
(b)
Harsco Rail Segment forward contract loss provision related the Company's contracts with the federal railway system of Switzerland (Q4 2016 $5.0 million pre-tax; Full year 2016 $45.1 million pre-tax).
(c)
Loss on early extinguishment of debt recorded at Corporate (Q4 and Full year 2016 $35.3 million pre-tax).
(d)
Harsco Metals & Minerals Segment charges primarily attributable to site exit and underperforming contract costs (Full year 2016 $5.1 million pre-tax; Q4 2015 $6.4 million pre-tax; Full year 2015 $5.0 million pre-tax).
(e)
Costs associated with Harsco Metals & Minerals Segment separation recorded at Corporate (Full year 2016 $3.3 million pre-tax; Q4 2015 $8.2 million pre-tax; Full year $9.9 million pre-tax).
(f)
Expense of deferred financing costs associated with the Company's repayment of approximately $85 million on its Term Loan Facility recorded at Corporate (Full year 2016 $1.1 million pre-tax).
(g)
Harsco Metals & Minerals Segment gain related to the liquidation of cumulated translation adjustment related to an exited country (Q4 and Full year 2016 $1.2 million pre-tax).
(h)
Harsco Metals & Minerals Segment charges related to a contract terminations (Q4 2015 $0.3 pre-tax income; Full Year 2015 $13.5 million pre-tax loss).
(i)
Harsco Metals & Minerals Segment charges incurred in connection with the processing and disposal of salt cakes (Full year 2015 $7.0 million pre-tax). The Company's Bahrain operations are operated under a strategic venture for which its strategic venture partner has a 35% minority interest. Accordingly, the net impact of the charge to the Company's Net income (loss) attributable to Harsco Corporation was $4.6 million.
(j)
Harsco Metals & Minerals Segment Project Orion restructuring charges (Q4 and Full year 2015 $5.1 million pre-tax).
(k)
Harsco Metals & Minerals Segment charges related to a settlement with a subcontractor (Full year 2015 $4.2 million pre-tax).
(l)
Harsco Metals & Minerals Segment charges related to a multi-employer pension plan (Full year 2015 $1.1 million pre-tax).
(m)
Loss resulting from the Harsco Infrastructure Transaction, which was consummated in the fourth quarter of 2013 (Full year 2015 $1.0 million pre-tax).
(n)
Unusual items are tax effected at the global effective tax rate, before discrete items, in effect at the time the unusual item is recorded except for unusual items from countries where no tax benefit can be realized, in which case a zero percent tax rate is used.
(o)
Does not total due to rounding.

The Company’s management believes Adjusted diluted earnings per share from continuing operations excluding unusual items, which is a non-U.S. GAAP financial measure, is useful to investors because it provides an overall understanding of the Company’s historical and future prospects. Exclusion of unusual items permits evaluation and comparison of results for the Company’s core business operations, and it is on this basis that management internally assesses the Company’s performance. This measure should be considered in addition to, rather than as a substitute for, other information provided in accordance with U.S. GAAP.

12



HARSCO CORPORATION
RECONCILIATION OF ADJUSTED DILUTED EARNINGS PER SHARE FROM CONTINUING OPERATIONS EXCLUDING UNUSUAL ITEMS TO DILUTED EARNINGS (LOSS) PER SHARE FROM CONTINUING OPERATIONS AS REPORTED (Unaudited)

 
 
 
 
Three Months Ended
 
 
March 31
 
 
2016
Diluted earnings (loss) per share from continuing operations as reported
 
$
(0.13
)
Net loss on dilution of equity method investment (a)
 
0.13

Harsco Metals & Minerals Segment site exit charges (b)
 
0.06

Harsco Metals & Minerals Segment separation costs (c)
 
0.04

Taxes on above unusual items (d)
 
$
(0.07
)
Adjusted diluted earnings per share from
continuing operations excluding unusual items
 
$
0.03


(a)
Loss on the dilution of the Company's investment in Brand recorded at Corporate (Q1 2016 $10.3 million pre-tax).
(b)
Harsco Metals & Minerals Segment charges primarily attributable to site exit costs (Q1 2016 $5.1 million pre-tax).
(c)
Costs associated with Harsco Metals & Minerals Segment separation recorded at Corporate (Q1 2016 $3.3 million pre-tax).
(d)
Unusual items are tax effected at the global effective tax rate, before discrete items, in effect at the time the unusual item is recorded except for unusual items from countries where no tax benefit can be realized, in which case a zero percent tax rate is used.

The Company’s management believes Adjusted diluted earnings per share from continuing operations excluding unusual items, which is a non-U.S. GAAP financial measure, is useful to investors because it provides an overall understanding of the Company’s historical and future prospects. Exclusion of unusual items permits evaluation and comparison of results for the Company’s core business operations, and it is on this basis that management internally assesses the Company’s performance. This measure should be considered in addition to, rather than as a substitute for, other information provided in accordance with U.S. GAAP.


13


HARSCO CORPORATION
REVIEW OF OPERATIONS BY SEGMENT EXCLUDING UNUSUAL ITEMS (Unaudited)




(In thousands)
 
Harsco
Metals & Minerals
 
Harsco
Industrial
 
Harsco 
Rail
 
Corporate
 
Consolidated Totals
 
 
 
 
 
 
 
 
 
 
 
Three Months Ended December 31, 2016:
 
 
 
 
 
 
 
 
 
 
Adjusted operating income (loss) excluding special items
 
$
18,543

 
$
3,099

 
$
9,916

 
$
(3,567
)
 
$
27,991

Revenues as reported
 
$
234,617

 
$
55,981

 
$
69,590

 
$
34

 
$
360,222

Operating margin (%)
 
7.9
%
 
5.5
%
 
14.2
%
 
 
 
7.8
%
 
 
 
 
 
 
 
 
 
 
 
Three Months Ended December 31, 2015:
 
 
 
 
 
 
 
 
 
 
Adjusted operating income (loss) excluding unusual items
 
$
11,654

 
$
11,640

 
$
10,077

 
$
(7,788
)
 
$
25,583

Revenues as reported
 
$
243,261

 
$
75,373

 
$
68,798

 
$

 
$
387,432

Adjusted operating margin (%) excluding unusual items
 
4.8
%
 
15.4
%
 
14.6
%
 
 
 
6.6
%
 
 
 
 
 
 
 
 
 
 
 
Twelve Months Ended December 31, 2016:
 
 
 
 
 
 
 
 
Adjusted operating income (loss) excluding unusual items
 
$
85,577

 
$
23,182

 
$
27,523

 
$
(20,533
)
 
$
115,749

Revenues as reported
 
$
965,540

 
$
247,542

 
$
238,107

 
$
34

 
$
1,451,223

Adjusted operating margin (%) excluding unusual items
 
8.9
%
 
9.4
%
 
11.6
%
 
 
 
8.0
%
 
 
 
 
 
 
 
 
 
 
 
Twelve Months Ended December 31, 2015:
 
 
 
 
 
 
 
 
Adjusted operating income (loss) excluding unusual items
 
$
62,162

 
$
57,020

 
$
50,896

 
$
(34,747
)
 
$
135,331

Revenues as reported
 
$
1,106,162

 
$
357,256

 
$
259,674

 
$

 
$
1,723,092

Adjusted operating margin (%) excluding unusual items
 
5.6
%
 
16.0
%
 
19.6
%
 
 
 
7.9
%

The Company’s management believes Adjusted operating margin (%) excluding unusual items, which is a non-U.S. GAAP financial measure, is useful to investors because it provides an overall understanding of the Company’s historical and future prospects. Exclusion of unusual items permits evaluation and comparison of results for the Company’s core business operations, and it is on this basis that management internally assesses the Company’s performance. This measure should be considered in addition to, rather than as a substitute for, other information provided in accordance with U.S. GAAP.



14


HARSCO CORPORATION
RECONCILIATION OF ADJUSTED OPERATING INCOME (LOSS) EXCLUDING UNUSUAL ITEMS BY SEGMENT TO OPERATING INCOME (LOSS) AS REPORTED BY SEGMENT (Unaudited)

(In thousands)
 
Harsco
Metals & Minerals
 
Harsco
Industrial
 
Harsco 
Rail
 
Corporate
 
Consolidated Totals
 
 
 
 
 
 
 
 
 
 
 
Three Months Ended December 31, 2016:
 
 
 
 
 
 
 
 
Operating income as reported
 
$
19,700

 
$
3,099

 
$
4,916

 
$
(3,567
)
 
$
24,148

Harsco Rail Segment forward contract loss provision
 

 

 
5,000

 

 
5,000

Harsco Metals & Minerals Segment cumulative translation adjustment liquidation
 
(1,157
)
 

 

 

 
(1,157
)
Adjusted operating income (loss), excluding unusual items
 
$
18,543

 
$
3,099

 
$
9,916

 
$
(3,567
)
 
$
27,991

Revenues as reported
 
$
234,617

 
$
55,981

 
$
69,590

 
$
34

 
$
360,222

 
 
 
 
 
 
 
 
 
 
 
Three Months Ended December 31, 2015:
 
 
 
 
 
 
 
 
Operating income (loss) as reported
 
$
438

 
$
11,640

 
$
10,077

 
$
(15,957
)
 
$
6,198

Harsco Metals & Minerals Segment separation costs
 

 

 

 
8,169

 
8,169

Harsco Metals & Minerals Segment site exit and underperforming contract charges, net
 
6,399

 

 

 

 
6,399

Harsco Metals & Minerals Segment Project Orion charges
 
5,070

 

 

 

 
5,070

Harsco Metals & Minerals Segment contract termination charges
 
(253
)
 

 

 

 
(253
)
Adjusted operating income (loss) excluding unusual items
 
$
11,654

 
$
11,640

 
$
10,077

 
$
(7,788
)
 
$
25,583

Revenues as reported
 
$
243,261

 
$
75,373

 
$
68,798

 
$

 
$
387,432


The Company’s management believes Adjusted operating income (loss) excluding unusual items, which is a non-U.S. GAAP financial measure, is useful to investors because it provides an overall understanding of the Company’s historical and future prospects. Exclusion of unusual items permits evaluation and comparison of results for the Company’s core business operations, and it is on this basis that management internally assesses the Company’s performance. This measure should be considered in addition to, rather than as a substitute for, other information provided in accordance with U.S. GAAP.



15


HARSCO CORPORATION
RECONCILIATION OF ADJUSTED OPERATING INCOME (LOSS) EXCLUDING UNUSUAL ITEMS BY SEGMENT TO OPERATING INCOME (LOSS) AS REPORTED BY SEGMENT (Unaudited)

(In thousands)
 
Harsco
Metals & Minerals
 
Harsco
Industrial
 
Harsco 
Rail
 
Corporate
 
Consolidated Totals
 
 
 
 
 
 
 
 
 
 
 
 
 
Twelve Months Ended December 31, 2016:
 
 
 
 
 
 
 
 
 
Operating income (loss) as reported
 
$
81,634

 
$
23,182

 
$
(17,527
)
 
$
(23,820
)
 
$
63,469

 
Harsco Rail Segment forward contract loss provision
 

 

 
45,050

 

 
45,050

 
Harsco Metals & Minerals Segment site exit
 
5,100

 

 

 

 
5,100

 
Harsco Metals & Minerals Segment separation costs
 

 

 

 
3,287

 
3,287

 
Harsco Metals & Minerals Segment cumulative translation adjustment liquidation
 
(1,157
)
 

 

 

 
(1,157
)
 
Adjusted operating income (loss), excluding unusual items
 
$
85,577

 
$
23,182

 
$
27,523

 
$
(20,533
)
 
$
115,749

 
Revenues as reported
 
$
965,540

 
$
247,542

 
$
238,107

 
$
34

 
$
1,451,223

 
 
 
 
 
 
 
 
 
 
 
 
 
Twelve Months Ended December 31, 2015:
 
 
 
 
 
 
 
 
 
Operating income (loss) as reported
 
$
26,289

 
$
57,020

 
$
50,896

 
$
(45,669
)
 
$
88,536

 
Harsco Metals & Minerals Segment contract termination charges, net
 
13,484

 

 

 

 
13,484

 
Harsco Metals & Minerals Segment separation costs
 

 

 

 
9,922

 
9,922

 
Harsco Metals & Minerals Segment salt cake processing and disposal charges
 
7,000

 

 

 

 
7,000

 
Harsco Metals & Minerals Segment Project Orion charges
 
5,070

 

 

 

 
5,070

 
Harsco Metals & Minerals Segment site exit and underperforming contract charges
 
4,977

 

 

 

 
4,977

 
Harsco Metals & Minerals Segment subcontractor settlement charge
 
4,220

 

 

 

 
4,220

 
Harsco Metals & Minerals Segment multi-employer pension plan charge
 
1,122

 

 

 

 
1,122

 
Harsco Infrastructure Segment loss on disposal
 

 

 

 
1,000

 
1,000

 
Adjusted operating income (loss) excluding unusual items
 
$
62,162

 
$
57,020

 
$
50,896

 
$
(34,747
)
 
$
135,331

 
Revenues as reported
 
$
1,106,162

 
$
357,256

 
$
259,674

 
$

 
$
1,723,092

 

The Company’s management believes Adjusted operating income (loss) excluding unusual items, which is a non-U.S. GAAP financial measure, is useful to investors because it provides an overall understanding of the Company’s historical and future prospects. Exclusion of unusual items permits evaluation and comparison of results for the Company’s core business operations, and it is on this basis that management internally assesses the Company’s performance. This measure should be considered in addition to, rather than as a substitute for, other information provided in accordance with U.S. GAAP.


16



HARSCO CORPORATION
RECONCILIATION OF ADJUSTED OPERATING INCOME (LOSS) EXCLUDING UNUSUAL ITEMS BY SEGMENT TO OPERATING INCOME (LOSS) AS REPORTED BY SEGMENT (Unaudited)

(In thousands)
 
Harsco
Metals & Minerals
 
Harsco
Industrial
 
Harsco 
Rail
 
Corporate
 
Consolidated Totals
 
 
 
 
 
 
 
 
 
 
 
Three Months Ended March 31, 2016:
 
 
 
 
 
 
 
 
Operating income (loss) as reported
 
$
6,941

 
$
6,471

 
$
4,906

 
$
(8,887
)
 
$
9,431

Harsco Metals & Minerals Segment site exit charges
 
5,100

 

 

 

 
5,100

Harsco Metals & Minerals Segment separation costs
 

 

 

 
3,287

 
3,287

Adjusted operating income (loss), excluding unusual items
 
$
12,041

 
$
6,471

 
$
4,906

 
$
(5,600
)
 
$
17,818

Revenues as reported
 
$
229,672

 
$
61,869

 
$
61,740

 
$

 
$
353,281


The Company’s management believes Adjusted operating income (loss) excluding unusual items, which is a non-U.S. GAAP financial measure, is useful to investors because it provides an overall understanding of the Company’s historical and future prospects. Exclusion of unusual items permits evaluation and comparison of results for the Company’s core business operations, and it is on this basis that management internally assesses the Company’s performance. This measure should be considered in addition to, rather than as a substitute for, other information provided in accordance with U.S. GAAP.


17


HARSCO CORPORATION
RECONCILIATION OF FREE CASH FLOW TO NET CASH PROVIDED BY OPERATING ACTIVITIES (Unaudited)

 
 
Three Months Ended
 
Twelve Months Ended
 
 
December 31
 
December 31
(In thousands)
 
2016
 
2015
 
2016
 
2015
Net cash provided by operating activities
 
$
55,030

 
$
32,405

 
$
159,785

 
$
121,507

Less capital expenditures
 
(19,394
)
 
(31,969
)
 
(69,340
)
 
(123,552
)
Plus capital expenditures for strategic ventures (a)
 
58

 
129

 
170

 
439

Plus total proceeds from sales of assets (b)
 
2,127

 
5,189

 
9,305

 
25,966

Free cash flow
 
$
37,821

 
$
5,754

 
$
99,920

 
$
24,360


(a)
Capital expenditures for strategic ventures represent the partner’s share of capital expenditures in certain ventures consolidated in the Company’s financial statements.
(b)
Asset sales are a normal part of the business model, primarily for the Harsco Metals & Minerals Segment.

The Company's management believes that Free cash flow, which is a non-U.S. GAAP financial measure, is meaningful to investors because management reviews cash flows generated from (used in) operations less capital expenditures net of asset sales proceeds. It is important to note that free cash flow does not represent the total residual cash flow available for discretionary expenditures since other non-discretionary expenditures, such as mandatory debt service requirements, are not deducted from the measure. This measure should be considered in addition to, rather than as a substitute for, other information provided in accordance with U.S. GAAP.






18


HARSCO CORPORATION
RECONCILIATION OF FREE CASH FLOW TO NET CASH PROVIDED BY OPERATING ACTIVITIES (Unaudited)

 
 
Projected
Twelve Months Ending
December 31
 
 
2017
(In millions)
 
Low
 
High
Net cash provided by operating activities
 
$
149

 
$
158

Less capital expenditures
 
(90
)
 
(80
)
Plus total proceeds from asset sales and capital expenditures for strategic ventures
 
1

 
2

Free Cash Flow
 
$
60

 
$
80



The Company's management believes that free cash flow, which is a non-U.S. GAAP financial measure, is meaningful to investors because management reviews cash flows generated from operations less capital expenditures net of asset sales proceeds. It is important to note that free cash flow does not represent the total residual cash flow available for discretionary expenditures since other non-discretionary expenditures, such as mandatory debt service requirements, are not deducted from the measure. This measure should be considered in addition to, rather than as a substitute for, other information provided in accordance with U.S. GAAP.



19


HARSCO CORPORATION
RECONCILIATION OF RETURN ON INVESTED CAPITAL EXCLUDING UNUSUAL ITEMS TO NET LOSS FROM CONTINUING OPERATIONS AS REPORTED (a) (Unaudited)

 
 
Year Ended December 31
(In thousands)
 
2016
 
2015
Income (loss) from continuing operations
 
$
(80,422
)
 
$
7,312

Unusual items:
 
 
 
 
Net loss on dilution and sale of equity investment
 
53,822

 

Harsco Rail Segment forward contract loss provision
 
45,050

 

Loss on early extinguishment of debt
 
35,337

 

Harsco Metals & Minerals Segment site exit and underperforming contract charges, net
 
5,100

 
4,977

Harsco Metals & Minerals Segment separation costs
 
3,287

 
9,922

Expense of deferred financing costs
 
1,125

 

Harsco Metals & Minerals Segment cumulative translation adjustment liquidation
 
(1,157
)
 

Harsco Metals & Minerals Segment contract termination charges
 

 
13,484

Harsco Metals & Minerals Segment salt cake processing and disposal charges
 

 
7,000

Harsco Metals & Minerals Segment Project Orion charges
 

 
5,070

Harsco Metals & Minerals Segment subcontractor settlement charge
 

 
4,220

Harsco Metals & Minerals Segment multi-employer pension plan charge
 

 
1,122

Harsco Infrastructure Segment loss on disposal
 

 
1,000

Taxes on above unusual items (b)
 
(17,335
)
 
(6,198
)
Net income from continuing operations, as adjusted
 
44,807

 
47,909

After-tax interest expense (c)
 
31,790

 
29,486

 
 
 
 
 
Net operating profit after tax as adjusted
 
$
76,597

 
$
77,395

 
 
 
 
 
Average equity
 
$
290,995

 
$
308,182

Plus average debt
 
821,559

 
910,955

Average capital
 
$
1,112,554

 
$
1,219,137

 
 
 
 
 
Return on invested capital excluding unusual items
 
6.9
%
 
6.3
%
(a)
Return on invested capital excluding unusual items is net income (loss) from continuing operations excluding unusual items, and after-tax interest expense, divided by average capital for the year. The Company uses a trailing twelve month average for computing average capital.
(b)
Unusual items are tax effected at the global effective tax rate, before discrete items, in effect at the time the unusual item is recorded except for unusual items from countries where no tax benefit can be realized, in which case a zero percent tax rate is used.
(c)
The Company’s effective tax rate approximated 37% on an adjusted basis for both periods for interest expense.

The Company’s management believes Return on invested capital excluding unusual items, which is a non-U.S. GAAP financial measure, is meaningful in evaluating the efficiency and effectiveness of the capital invested in the Company’s business. Exclusion of unusual items permits evaluation and comparison of results for the Company’s core business operations, and it is on this basis that management internally assesses the Company’s performance. This measure should be considered in addition to, rather than as a substitute for, net income or other information provided in accordance with U.S. GAAP.

20
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