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CONDENSED CONSOLIDATED STATEMENTS OF INCOME - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2010	Sep. 30, 2009	Sep. 30, 2010	Sep. 30, 2009
Revenues from continuing operations:
Service revenues	$ 627,901	$ 612,432	$ 1,865,333	$ 1,791,081
Product revenues	124,500	131,789	415,994	427,005
Total revenues	752,401	744,221	2,281,327	2,218,086
Costs and expenses from continuing operations:
Cost of services sold	493,181	472,943	1,481,099	1,385,054
Cost of products sold	81,569	81,652	263,597	279,061
Selling, general and administrative expenses	131,405	125,443	401,496	381,354
Research and development expenses	1,293	861	2,979	2,236
Other (income) expense	883	6,898	(2,020)	6,427
Total costs and expenses	708,331	687,797	2,147,151	2,054,132
Operating income from continuing operations	44,070	56,424	134,176	163,954
Interest income	737	888	1,849	1,944
Interest expense	(15,709)	(15,822)	(47,239)	(46,621)
Income from continuing operations before income taxes and equity income	29,098	41,490	88,786	119,277
Income tax expense	(7,391)	(6,525)	(23,295)	(20,508)
Equity in income of unconsolidated entities, net	120	128	309	280
Income from continuing operations	21,827	35,093	65,800	99,049
Discontinued operations:
Loss from discontinued business	(1,406)	(17,183)	(6,195)	(21,094)
Income tax benefit	511	5,391	2,716	6,609
Loss from discontinued operations	(895)	(11,792)	(3,479)	(14,485)
Net Income	20,932	23,301	62,321	84,564
Less: Net income attributable to noncontrolling interests	(753)	(3,119)	(4,445)	(5,182)
Net income attributable to Harsco Corporation common stockholders	20,179	20,182	57,876	79,382
Amounts attributable to Harsco Corporation common stockholders:
Income from continuing operations, net of tax	21,074	31,974	61,355	93,867
Loss from discontinued operations, net of tax	(895)	(11,792)	(3,479)	(14,485)
Net income attributable to Harsco Corporation common stockholders	$ 20,179	$ 20,182	$ 57,876	$ 79,382
Weighted average shares of common stock outstanding (in shares)	80,574	80,315	80,559	80,285
Basic earnings per common share attributable to Harsco Corporation common stockholders:
Continuing operations (in dollars per share)	$ 0.26	$ 0.40	$ 0.76	$ 1.17
Discontinued operations (in dollars per share)	(0.01)	(0.15)	(0.04)	(0.18)
Basic earnings per share attributable to Harsco Corporation common stockholders (in dollars per share)	$ 0.25	$ 0.25	$ 0.72	$ 0.99
Diluted weighted average shares of common stock outstanding (in shares)	80,762	80,631	80,747	80,557
Diluted earnings per common share attributable to Harsco Corporation common stockholders:
Continuing operations (in dollars per share)	$ 0.26	$ 0.40	$ 0.76	$ 1.17
Discontinued operations (in dollars per share)	(0.01)	(0.15)	(0.04)	(0.18)
Diluted earnings per share attributable to Harsco Corporation common stockholders (in dollars per share)	0.25	0.25	0.72	0.99
Cash dividends declared per common share (in dollars per share)	$ 0.205	$ 0.200	$ 0.615	$ 0.600

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	9 Months Ended	12 Months Ended
	Sep. 30, 2010	Dec. 31, 2009
Current assets:
Cash and cash equivalents	$ 330,337	$ 94,184
Trade accounts receivable, net	657,880	598,318
Other receivables	28,848	30,865
Inventories	278,922	291,174
Other current assets	163,818	154,797
Total current assets	1,459,805	1,169,338
Property, plant and equipment, net	1,428,705	1,510,801
Goodwill	698,261	699,041
Intangible assets, net	129,157	150,746
Other assets	128,819	109,314
Total assets	3,844,747	3,639,240
Current liabilities:
Short-term borrowings	4,960	57,380
Current maturities of long-term debt	319,803	25,813
Accounts payable	237,275	215,504
Accrued compensation	84,047	67,652
Income taxes payable	26,655	5,931
Dividends payable	16,503	16,473
Insurance liabilities	24,764	25,533
Advances on contracts	101,625	149,413
Other current liabilities	209,414	187,403
Total current liabilities	1,025,046	751,102
Long-term debt	850,586	901,734
Deferred income taxes	76,593	90,993
Insurance liabilities	64,417	61,660
Retirement plan liabilities	231,553	250,075
Other liabilities	58,755	73,842
Total liabilities	$ 2,306,950	$ 2,129,406
COMMITMENTS AND CONTINGENCIES
Harsco Corporation stockholders' equity:
Common stock	$ 139,497	$ 139,234
Additional paid-in capital	140,737	137,746
Accumulated other comprehensive loss	(182,571)	(201,684)
Retained earnings	2,141,560	2,133,297
Treasury stock	(737,106)	(735,016)
Total Harsco Corporation stockholders' equity	1,502,117	1,473,577
Noncontrolling interests	35,680	36,257
Total equity	1,537,797	1,509,834
Total liabilities and equity	$ 3,844,747	$ 3,639,240

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2010	Sep. 30, 2009
Cash flows from operating activities:
Net income	$ 62,321	$ 84,564
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation	209,428	208,014
Amortization	27,033	20,627
Equity in income of unconsolidated entities, net	(309)	(280)
Dividends or distributions from unconsolidated entities	176	200
Other, net	(17,271)	2,688
Changes in assets and liabilities, net of acquisitions and dispositions of businesses:
Accounts receivable	(57,299)	55,251
Inventories	8,606	23,230
Accounts payable	14,524	(55,162)
Accrued interest payable	21,252	20,935
Accrued compensation	16,429	(19,439)
Other assets and liabilities	(48,910)	(63,934)
Net cash provided by operating activities	235,980	276,694
Cash flows from investing activities:
Purchases of property, plant and equipment	(129,942)	(123,072)
Purchases of businesses, net of cash acquired	(27,643)	(12,732)
Proceeds from sales of assets	18,421	11,521
Other investing activities	(3,093)	(3,016)
Net cash used by investing activities	(142,257)	(127,299)
Cash flows from financing activities:
Short-term borrowings, net	(50,919)	(84,303)
Current maturities and long-term debt:
Additions	499,267	292,996
Reductions	(251,646)	(296,854)
Cash dividends paid on common stock	(49,460)	(47,750)
Dividends paid to noncontrolling interests	(5,020)	(2,466)
Purchase of noncontrolling interest	(1,159)	(12,953)
Contributions of equity from noncontrolling interests	442	5,332
Common stock issued-options	820	444
Other financing activities	(369)
Net cash provided (used) by financing activities	141,956	(145,554)
Effect of exchange rate changes on cash	474	2,530
Net increase in cash and cash equivalents	236,153	6,371
Cash and cash equivalents at beginning of period	94,184	91,336
Cash and cash equivalents at end of period	$ 330,337	$ 97,707

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2010	Sep. 30, 2009	Sep. 30, 2010	Sep. 30, 2009
Increase (Decrease) in Stockholders' Equity
Balance			$ 1,509,834	$ 1,449,972
Net income	$ 20,932	$ 23,301	62,321	84,564
Cash dividends declared:
Common @ $0.615 and $0.600 per share in 2010 and 2009, respectively			(49,613)	(48,178)
Dividends paid to noncontrolling interests			(5,020)	(2,466)
Translation adjustments, net of deferred income taxes of $5,214 and ($15,654) in 2010 and 2009, respectively	90,599	44,565	(8,493)	94,575
Cash flow hedging instrument adjustments, net of deferred income taxes of $(3,590) and $10,121 in 2010 and 2009, respectively			10,576	(27,486)
Contributions of equity from noncontrolling interests			442	5,332
Purchase of subsidiary shares from noncontrolling interest			(1,159)	(13,046)
Pension liability adjustments, net of deferred income taxes of $(6,965) and $4,775 in 2010 and 2009, respectively	(8,745)	9,334	16,741	(10,569)
Marketable securities unrealized gains, net of deferred income taxes of ($1) and ($5) in 2010 and 2009, respectively			1	9
Stock options exercised,101,698 and 54,000 shares in 2010 and 2009, respectively			1,023	507
Net issuance of stock - vesting of restricted stock units, 69,515 and 101,918 shares in 2010 and 2009, respectively			(1,306)	(1,812)
Amortization of unearned compensation on restricted stock units, net of forfeitures			2,450	2,735
Balance	1,537,797	1,534,137	1,537,797	1,534,137
Common Stock Issued
Increase (Decrease) in Stockholders' Equity
Balance			139,234	138,925
Cash dividends declared:
Stock options exercised,101,698 and 54,000 shares in 2010 and 2009, respectively			127	67
Net issuance of stock - vesting of restricted stock units, 69,515 and 101,918 shares in 2010 and 2009, respectively			136	194
Balance	139,497	139,186	139,497	139,186
Common Stock Treasury
Increase (Decrease) in Stockholders' Equity
Balance			(735,016)	(733,203)
Cash dividends declared:
Stock options exercised,101,698 and 54,000 shares in 2010 and 2009, respectively			(836)	(423)
Net issuance of stock - vesting of restricted stock units, 69,515 and 101,918 shares in 2010 and 2009, respectively			(1,254)	(1,390)
Balance	(737,106)	(735,016)	(737,106)	(735,016)
Additional Paid-in Capital
Increase (Decrease) in Stockholders' Equity
Balance			137,746	137,083
Cash dividends declared:
Purchase of subsidiary shares from noncontrolling interest			(1,003)	(3,905)
Stock options exercised,101,698 and 54,000 shares in 2010 and 2009, respectively			1,732	863
Net issuance of stock - vesting of restricted stock units, 69,515 and 101,918 shares in 2010 and 2009, respectively			(188)	(616)
Amortization of unearned compensation on restricted stock units, net of forfeitures			2,450	2,735
Balance	140,737	136,160	140,737	136,160
Retained Earnings
Increase (Decrease) in Stockholders' Equity
Balance			2,133,297	2,079,170
Net income			57,876	79,382
Cash dividends declared:
Common @ $0.615 and $0.600 per share in 2010 and 2009, respectively			(49,613)	(48,178)
Balance	2,141,560	2,110,374	2,141,560	2,110,374
Accumulated Other Comprehensive Income (Loss)
Increase (Decrease) in Stockholders' Equity
Balance			(201,684)	(208,299)
Cash dividends declared:
Translation adjustments, net of deferred income taxes of $5,214 and ($15,654) in 2010 and 2009, respectively			(8,205)	94,278
Cash flow hedging instrument adjustments, net of deferred income taxes of $(3,590) and $10,121 in 2010 and 2009, respectively			10,576	(27,486)
Pension liability adjustments, net of deferred income taxes of $(6,965) and $4,775 in 2010 and 2009, respectively			16,741	(10,569)
Marketable securities unrealized gains, net of deferred income taxes of ($1) and ($5) in 2010 and 2009, respectively			1	9
Balance	(182,571)	(152,067)	(182,571)	(152,067)
Noncontrolling Interests
Increase (Decrease) in Stockholders' Equity
Balance			36,257	36,296
Net income			4,445	5,182
Cash dividends declared:
Dividends paid to noncontrolling interests			(5,020)	(2,466)
Translation adjustments, net of deferred income taxes of $5,214 and ($15,654) in 2010 and 2009, respectively			(288)	297
Contributions of equity from noncontrolling interests			442	5,332
Purchase of subsidiary shares from noncontrolling interest			(156)	(9,141)
Balance	$ 35,680	$ 35,500	$ 35,680	$ 35,500

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY (Parenthetical) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2010	Sep. 30, 2009
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY
Cash dividends declared per common share (in dollars per share)	$ 0.615	$ 0.600
Translation adjustments, deferred income taxes	$ 5,214	$ (15,654)
Cash flow hedging instrument adjustments, deferred income taxes	(3,590)	10,121
Pension liability adjustments, deferred income taxes	(6,965)	4,775
Marketable securities unrealized gains, deferred income taxes	$ (1)	$ (5)
Stock options exercised (in shares)	101,698	54,000
Net issuance of stock - vesting of restricted stock units (in shares)	69,515	101,918

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2010	Sep. 30, 2009	Sep. 30, 2010	Sep. 30, 2009
Statement
Net income	$ 20,932	$ 23,301	$ 62,321	$ 84,564
Other comprehensive income (loss):
Foreign currency translation adjustments	90,599	44,565	(8,493)	94,575
Net gains (losses) on cash flow hedging instruments, net of deferred income taxes of ($382) and $779 for the three months ended and ($3,580) and $9,325 for the nine months ended September 30, 2010 and 2009, respectively	1,089	(1,902)	10,560	(26,010)
Reclassification adjustment for (gains) losses on cash flow hedging instruments included in net income, net of deferred income taxes ($325) for the three months ended September 30, 2009 and ($10) and $796 for the nine months ended September 30, 2010 and 2009, respectively	1	606	16	(1,476)
Pension liability adjustments, net of deferred income taxes of $4,130 and ($4,221) for the three months ended and ($6,965) and $4,775 for the nine months ended September 30, 2010 and 2009, respectively	(8,745)	9,334	16,741	(10,569)
Unrealized gain on marketable securities, net of deferred income taxes of ($3) and ($7) for the three months ended and ($2) and $(5) for the nine months ended September 30, 2010 and 2009, respectively	4	13	3	9
Reclassification adjustment for gain on marketable securities, net of deferred income taxes of $1 for nine months ended September 30, 2010			(2)
Total other comprehensive income	82,948	52,616	18,825	56,529
Total comprehensive income	103,880	75,917	81,146	141,093
Less: Comprehensive income attributable to noncontrolling interests	(1,616)	(3,005)	(4,157)	(5,479)
Comprehensive income attributable to Harsco Corporation	$ 102,264	$ 72,912	$ 76,989	$ 135,614

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Parenthetical) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2010	Sep. 30, 2009	Sep. 30, 2010	Sep. 30, 2009
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
Net gains (losses) on cash flow hedging instruments, deferred income taxes	$ (382)	$ 779	$ (3,580)	$ 9,325
Reclassification adjustment for (gains) losses on cash flow hedging instruments included in net income, deferred income taxes		(325)	(10)	796
Pension liability adjustments, deferred income taxes	4,130	(4,221)	(6,965)	4,775
Unrealized gain on marketable securities, deferred income taxes	$ (3)	$ (7)	(2)	$ (5)
Reclassification adjustment for gain on marketable securities, deferred income taxes			$ 1

Basis of Presentation

9 Months Ended

Sep. 30, 2010

Basis of Presentation

Basis of Presentation

A. Basis of Presentation

The unaudited condensed consolidated financial statements and notes included in this report have been prepared by management of Harsco Corporation (the “Company”). In the opinion of management, all adjustments (all of which are of a normal recurring nature) that are necessary for a fair presentation are reflected in the condensed consolidated financial statements and notes. The December 31, 2009 Condensed Consolidated Balance Sheet information contained in this Form 10-Q was derived from the 2009 audited financial statements, but does not include all disclosures required by accounting principles generally accepted in the United States of America for a year-end report. The unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements, including the notes thereto, included in the Company’s 2009 Annual Report on Form 10-K.

The Company is involved in the normal course of business with variable interest entities (“VIE”) that are operating entities in the Harsco Infrastructure and Harsco Metals Segments. Generally, VIEs are utilized in countries with foreign ownership requirements or to facilitate the Company’s entry into targeted growth markets. The Company considers itself to be the primary beneficiary in substantially all VIEs in which it is involved and accordingly, consolidates them in its financial statements. VIEs in which the Company is not considered to be the primary beneficiary are accounted for under the equity method and reported in the Company’s Consolidated Balance Sheet as other assets. The Company’s maximum exposure to loss with respect to all VIEs is limited to the carrying amounts reported in the Company’s Co nsolidated Balance Sheet and any unfunded commitment. Neither the carrying amounts nor the unfunded commitments related to these VIEs are considered material.

During the third quarter of 2009, the Company recorded non-cash, out-of-period adjustments that had the net effect of reducing after-tax income by $9 million or $0.11 per diluted share. The adjustments corrected errors generated principally by the improper recognition of certain revenues and the delayed recognition of certain expenses by one subsidiary, in one country, during the prior three years. Based upon the Company’s investigation, which was completed by December 31, 2009, these errors primarily related to the failure to receive advance customer agreement and to invoice on a timely basis for additional work performed for two customers. The Company assessed the individual and aggregate impact of these adjustments on 2009 and all prior periods and determined that the cumulative effect of the adjustments was not material to the full year 2009 resul ts and did not result in a material misstatement to any previously issued annual or quarterly financial statements. Consequently, the Company recorded the $9 million net adjustment in the third quarter of 2009 and did not revise any previously issued annual financial statements or interim financial data.

Segment information for prior periods has been reclassified to conform with the current presentation. The Harsco Rail operating segment, which was previously a component of the All Other Category, is now reported separately.

The Company’s management has evaluated all activity of the Company and concluded that subsequent events are properly reflected in the Company’s unaudited condensed consolidated financial statements and notes as required by standards for accounting and disclosure of subsequent events.

Operating results and cash flows for the three and nine months ended September 30, 2010 are not necessarily indicative of the results that may be expected for the year ending December 31, 2010.

Review of Operations by Segment

9 Months Ended

Sep. 30, 2010

Review of Operations by Segment

Review of Operations by Segment

B. Review of Operations by Segment

	Three Months Ended September 30, 2010					Three Months Ended September 30, 2009
(In thousands)	Revenues		Operating Income (Loss)			Revenues		Operating Income (Loss)

Harsco Infrastructure Segment	$	253,569	$	(13,643	)	$	279,450	$	22,503

Harsco Metals Segment	313,214		19,443			275,093		(4,420		)

Harsco Rail Segment	70,675		14,401			77,237		14,785

Segment Totals	637,458		20,201			631,780		32,868

All Other Category - Harsco Minerals & Harsco Industrial	114,863		24,928			112,381		24,839

General Corporate	80		(1,059		)	60		(1,283		)

Total	$	752,401	$	44,070		$	744,221	$	56,424

	Nine Months Ended September 30, 2010					Nine Months Ended September 30, 2009
(In thousands)	Revenues		Operating Income (Loss)			Revenues		Operating Income (Loss)

Harsco Infrastructure Segment	$	766,851	$	(46,467	)	$	871,962	$	66,267

Harsco Metals Segment	927,104		55,674			772,958		(3,014		)

Harsco Rail Segment	252,404		56,429			231,378		44,005

Segment Totals	1,946,359		65,636			1,876,298		107,258

All Other Category - Harsco Minerals & Harsco Industrial	334,788		70,777			341,608		61,720

General Corporate	180		(2,237		)	180		(5,024		)

Total	$	2,281,327	$	134,176		$	2,218,086	$	163,954

Reconciliation of Segment Operating Income to Consolidated Income from Continuing Operations

Before Income Taxes and Equity Income

	Three Months Ended September 30						Nine Months Ended September 30
(In thousands)	2010			2009			2010			2009

Segment Operating Income	$	20,201		$	32,868		$	65,636		$	107,258

All Other Category - Harsco Minerals & Harsco Industrial	24,928			24,839			70,777			61,720

General Corporate	(1,059		)	(1,283		)	(2,237		)	(5,024		)

Operating income from continuing operations	44,070			56,424			134,176			163,954

Interest income	737			888			1,849			1,944

Interest expense	(15,709		)	(15,822		)	(47,239		)	(46,621		)

Income from continuing operations before income taxes and equity income	$	29,098		$	41,490		$	88,786		$	119,277

Accounts Receivable and Inventories

9 Months Ended

Sep. 30, 2010

Accounts Receivable and Inventories

Accounts Receivable and Inventories

C. Accounts Receivable and Inventories

At September 30, 2010 and December 31, 2009, Trade accounts receivable of $657.9 million and $598.3 million, respectively, were net of allowances for doubtful accounts of $21.2 million and $24.5 million, respectively. The provision for doubtful accounts was $2.3 million and $2.6 million for the three months ended September 30, 2010 and 2009, respectively. For the nine months ended September 30, 2010 and 2009, the provision for doubtful accounts was $7.0 million and $10.8 million, respectively. Other receivables of $28.8 million and $30.9 million at September 30, 2010 and December 31, 2009, respectively, include insurance claim receivables, employee receivables, tax claim receivables and other miscellaneous receivables not included in Trade accounts receivable, net.

	Inventories
(In thousands)	September 30 2010		December 31 2009

Finished goods	$	129,449	$	146,104
Work-in-process	26,484		19,381
Raw materials and purchased parts	82,421		84,542
Stores and supplies	40,568		41,147

Total inventories	$	278,922	$	291,174

Property, Plant and Equipment

9 Months Ended

Sep. 30, 2010

Property, Plant and Equipment

Property, Plant and Equipment

D. Property, Plant and Equipment

(In thousands)	September 30 2010			December 31 2009
Land and improvements	$	47,269		$	46,198
Buildings and improvements	199,587			207,280
Machinery and equipment	3,138,000			3,146,358
Uncompleted construction	60,855			50,252
Gross property, plant and equipment	3,445,711			3,450,088
Less accumulated depreciation	(2,017,006		)	(1,939,287		)
Property, plant and equipment, net	$	1,428,705		$	1,510,801

Goodwill and Other Intangible Assets

9 Months Ended

Sep. 30, 2010

Goodwill and Other Intangible Assets

Goodwill and Other Intangible Assets

E. Goodwill and Other Intangible Assets

Goodwill by Segment

(In thousands)	Harsco Infrastructure Segment			Harsco Metals Segment			Harsco Rail Segment		All Other Category – Harsco Minerals & Harsco Industrial		Consolidated Totals
Balance as of December 31, 2009	$	266,119		$	315,745		$	8,979	$	108,198	$	699,041

Goodwill acquired during year (a)	11,419			—			—		—		11,419

Changes to Goodwill (b)	(1,587		)	—			320		—		(1,267		)

Foreign currency translation	(6,679		)	(4,533		)	—		280		(10,932		)

Balance as of September 30, 2010	$	269,272		$	311,212		$	9,299	$	108,478	$	698,261

(a) Relates to the acquisition of Bell Scaffolding Group, see Note F, “Acquisitions.”

(b) Relates to opening balance sheet adjustments.

The Company determined that as of September 30, 2010, no interim impairment testing was necessary. The Company’s annual goodwill impairment testing will be completed during the fourth quarter of 2010. There can be no assurance that goodwill impairment testing will not result in a charge to earnings. Should the Company experience a further degradation in the overall markets served by the Harsco Infrastructure Segment, impairment losses for assets associated with this Segment may be required. Any necessary impairment could result in the write down of the carrying value of goodwill to its implied fair value.

Intangible Assets by Category

	September 30, 2010				December 31, 2009
(In thousands)	Gross Carrying Amount		Accumulated Amortization		Gross Carrying Amount		Accumulated Amortization
Customer relationships	$	162,485	$	77,629	$	165,092	$	61,547

Non-compete agreements	1,378		1,304		1,440		1,346

Patents	6,989		4,811		7,043		4,597

Other	78,398		36,349		73,143		28,336

Total	$	249,250	$	120,093	$	246,718	$	95,826

Acquired Intangible Assets (a)

(In thousands)	Gross Carrying Amount		Residual Value	Weighted-average Amortization Period

Customer relationships	$	211	None	7 years

Trade name	4,592		None	5 years

Total	$	4,803

(a) Relates to the acquisition of Bell Scaffolding Group, see Note F, “Acquisitions.”

Amortization expense for intangible assets was $8.3 million and $24.8 million for the third quarter and first nine months of 2010, respectively. This compares with $6.5 million and $19.0 million for the third quarter and first nine months of 2009, respectively. The following table shows the estimated amortization expense for the next five fiscal years based on current intangible assets. These estimated amortization expense amounts do not reflect the potential effect of future foreign currency exchange rate fluctuations.

(In thousands)	2010		2011		2012		2013		2014

Estimated amortization expense	$	32,700	$	30,800	$	17,200	$	15,400	$	13,700

Acquisitions

9 Months Ended

Sep. 30, 2010

Acquisitions

Acquisitions

F. Acquisitions

In January 2010, the Company acquired Bell Scaffolding Group (“Bell”), an Australia-based infrastructure solutions provider serving the industrial, infrastructure and commercial construction sectors. Bell’s capabilities range from technical design and support through supply and erect contracts. Bell generated revenues of approximately $40 million in 2009 and has been included in the Harsco Infrastructure Segment.

Inclusion of the pro-forma financial information for this transaction is not necessary due to the immaterial size of the acquisition.

Certain of the Company’s acquisitions include contingent consideration features for which defined goals must be met by the acquired business in order for payment of the consideration. Each quarter until settlement of the contingency, the Company assesses the likelihood that an acquired business will achieve the goals and the resulting fair value of the contingency. The Company has consummated acquisitions whereby the purchase price included contingent consideration based on the performance of the business during 2010 and 2011. As of September 30, 2010, the Company’s assessment of these performance goals resulted in a reduction to the previously recognized contingent consideration liability of $1.0 million and $10.6 million for the three months and nine months ended September 30, 2010, respectively. These reductions result f rom, among other things, difficult end-market conditions for the business, which are expected to continue for the remainder of 2010. In accordance with accounting standards for acquisitions, this adjustment was recognized in operating income in the Condensed Consolidated Income Statement as a component of the Other (income) expense line item. As the fair value is evaluated on a quarterly basis, any future adjustments (increases or decreases) will also be included in operating income.

Net Income Attributable to the Company and Transfers to Noncontrolling Interest

The purpose of the following schedule is to disclose the effects of changes in the Company’s ownership interest in its subsidiaries on the Company’s equity. In September 2010, the Company acquired an increased ownership share of a consolidated subsidiary located in the United Arab Emirates from a noncontrolling interest partner. The acquisition was accounted for as an equity transaction since the Company retained its controlling interest in the subsidiary.

	Three Months Ended September 30						Nine Months Ended September 30
(In thousands)	2010			2009			2010			2009

Net income attributable to the Company	$	20,179		$	20,182		$	57,876		$	79,382
Decrease in the Company’s paid-in capital for purchase of partnership interests	(1,003		)	(1,681		)	(1,003		)	(3,905		)

Change from net income attributable to the Company and transfers to noncontrolling interest	$	19,176		$	18,501		$	56,873		$	75,477

Debt and Credit Agreements

9 Months Ended

Sep. 30, 2010

Debt and Credit Agreements

Debt and Credit Agreements

G. Debt and Credit Agreements

In September 2010, the Company completed a $250 million bond offering that bears interest at 2.7% and matures in October 2015. The net proceeds of this issuance were used to repay, in part, 200 million British pound sterling-denominated notes (approximately $316 million) that matured October 27, 2010. Additional commercial paper borrowings were made to repay the remainder of the British pound sterling-denominated notes in excess of the proceeds from the 2010 bond issuance.

Commitments and Contingencies

9 Months Ended

Sep. 30, 2010

Commitments and Contingencies

Commitments and Contingencies

H. Commitments and Contingencies

Environmental

The Company is involved in a number of environmental remediation investigations and cleanups and, along with other companies, has been identified as a “potentially responsible party” for certain waste disposal sites. While each of these matters is subject to various uncertainties, it is probable that the Company will agree to make payments toward funding certain of these activities and it is possible that some of these matters will be decided unfavorably to the Company. The Company has evaluated its potential liability, and its financial exposure is dependent upon such factors as the continuing evolution of environmental laws and regulatory requirements; the availability and application of technology; the allocation of cost among potentially responsible parties; the years of remedial activity required and the remediation methods selected. The Condense d Consolidated Balance Sheets at September 30, 2010 and December 31, 2009 included accruals in Other current liabilities of $3.6 million and $3.1 million, respectively, for environmental matters. The amount charged against pre-tax income related to environmental matters totaled $0.9 million for the third quarter of 2010. There was less than $0.1 million charged against pre-tax income related to environmental matters for the third quarter of 2009. Amounts charged against pre-tax income for the first nine months of 2010 and 2009 totaled $1.6 million and $1.2 million, respectively.

The Company evaluates its liability for future environmental remediation costs on a quarterly basis. Actual costs to be incurred at identified sites in future periods may vary from the estimates, given inherent uncertainties in evaluating environmental exposures. The Company does not expect that any sum it may have to pay in connection with environmental matters in excess of the amounts recorded or disclosed above would have a material adverse effect on its financial position, results of operations or cash flows.

Gas Technologies Divestiture

In October 2009, the Company and Taylor-Wharton International (“TWI”), the purchaser of the Company’s Gas Technologies business, satisfactorily resolved certain claims and counterclaims that had been submitted to arbitration. The claims and counterclaims related both to net working capital adjustments associated with the divestiture and to alleged breach of certain representations and warranties made by the Company. The settlement and related costs and fees were reflected in the $15.1 million after-tax loss from discontinued operations recorded by the Company for the twelve months ended December 31, 2009.

In November 2009, TWI filed for bankruptcy protection under Chapter 11 of the U.S. Bankruptcy Code. As part of its filing, TWI filed a motion to reject certain executory contracts, including the parties’ Asset and Stock Purchase Agreement dated as of December 7, 2007 (the “ASPA”). TWI, however, did not seek to reject the settlement agreement finalized in October 2009 between the Company and TWI.

In May and June 2010, the bankruptcy court entered orders confirming TWI’s plan of reorganization and approving TWI’s rejection of certain executory contracts, including the ASPA. On June 15, 2010, reorganized TWI emerged from bankruptcy.

The Company recorded a pre-tax charge of $5.0 million in the second quarter of 2010 related to potential and contingent claims arising as a result of the rejection of the ASPA. This charge was recorded in Loss from Discontinued Operations. Claims are inherently uncertain and, as a result, potential claims could be resolved at an amount significantly above the amount recorded.

Value-Added Tax Dispute

The Company is involved in a value-added and services (“ICMS”) tax dispute with the State Revenue Authorities from the State of São Paulo, Brazil (the “SPRA”). In October 2009, the Company received notification of the SPRA’s administrative decision regarding the levying of ICMS in the State of São Paulo in relation to services provided to one of the Company’s customers in the State between January 2004 and May 2005. The assessment from the SPRA is approximately $12 million, including tax, penalty and interest and could increase to reflect additional interest accrued since December 2007.

The Company believes that it does not have liability for this assessment and will vigorously contest it under various alternatives, including judicial appeal. Any ultimate final determination of this assessment is not likely to have a material adverse effect on the Company’s annual results of operations, cash flows or financial condition.

Other

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

The Company believes that the claims against it are without merit. The Company has never been a producer, manufacturer or processor of asbestos fibers. Any component within a Company product that may have contained asbestos would have been purchased from a supplier. Based on scientific and medical evidence, the Company believes that any asbestos exposure arising from normal use of any Company product never presented any harmful levels of airborne asbestos exposure, and moreover, the type of asbestos contained in any component that was used in those products was protectively encapsulated in other materials and is not associated with the types of injuries alleged in the pending suits. Finally, in most of the depositions taken of plaintiffs to date in the litigation against the Company, plaintiffs have failed to specifically identify any Company products as the source of their asbestos exposure.

The majority of the asbestos complaints pending against the Company have been filed in New York. Almost all of the New York complaints contain a standard claim for damages of $20 million or $25 million against the approximately 90 defendants, regardless of the individual plaintiff’s alleged medical condition, and without specifically identifying any Company product as the source of plaintiff’s asbestos exposure.

As of September 30, 2010, there are 20,085 pending asbestos personal injury claims filed against the Company. Of these cases, 19,593 are pending in the New York Supreme Court for New York County in New York State. The other claims, totaling 492, are filed in various counties in a number of state courts, and in certain Federal District Courts (including New York), and those complaints generally assert lesser amounts of damages than the New York State court cases or do not state any amount claimed.

As of September 30, 2010, the Company has obtained dismissal by stipulation, or summary judgment prior to trial, in 24,573 cases.

In view of the persistence of asbestos litigation nationwide, the Company expects to continue to receive additional claims. However, there have been developments during the past several years, both by certain state legislatures and by certain state courts, which could favorably affect the Company’s ability to defend these asbestos claims in those jurisdictions. These developments include procedural changes, docketing changes, proof of damage requirements and other changes that require plaintiffs to follow specific procedures in bringing their claims and to show proof of damages before they can proceed with their claim. An example is the action taken by the New York Supreme Court (a trial court), which is responsible for managing all asbestos cases pending within New York County in the State of New York. This Court issued an order in December ;2002 that created a Deferred or Inactive Docket for all pending and future asbestos claims filed by plaintiffs who cannot demonstrate that they have a malignant condition or discernable physical impairment, and an Active or In Extremis Docket for plaintiffs who are able to show such medical condition. As a result of this order, the majority of the asbestos cases filed against the Company in New York County have been moved to the Inactive Docket until such time as the plaintiffs can show that they have incurred a physical impairment. As of September 30, 2010, the Company has been listed as a defendant in 750 Active or In Extremis asbestos cases in New York County. The Court’s Order has been challenged by plaintiffs.

Except with regard to the legal costs in a few limited, exceptional cases, the Company’s insurance carrier has paid all legal and settlement costs and expenses to date. The Company has liability insurance coverage under various primary and excess policies that the Company believes will be available, if necessary, to substantially cover any liability that might ultimately be incurred on these claims.

The Company intends to continue its practice of vigorously defending these cases as they are listed for trial. It is not possible to predict the ultimate outcome of asbestos-related lawsuits, claims and proceedings due to the unpredictable nature of personal injury litigation. Despite this uncertainty, and although results of operations and cash flows for a given period could be adversely affected by asbestos-related lawsuits, claims and proceedings, management believes that the ultimate outcome of these cases will not have a material adverse effect on the Company’s financial condition, results of operations or cash flows.

The Company is subject to various other claims and legal proceedings covering a wide range of matters that arose in the ordinary course of business. In the opinion of management, all such matters are adequately covered by insurance or by accruals, and if not so covered, are without merit or are of such kind, or involve such amounts, as would not have a material adverse effect on the financial position, results of operations or cash flows of the Company.

Insurance liabilities are recorded when it is probable that a liability has been incurred for a particular event and the amount of loss associated with the event can be reasonably estimated. Insurance reserves have been estimated based primarily upon actuarial calculations and reflect the undiscounted estimated liabilities for ultimate losses including claims incurred but not reported. Inherent in these estimates are assumptions that are based on the Company’s history of claims and losses, a detailed analysis of existing claims with respect to potential value, and current legal and legislative trends. If actual claims differ from those projected by management, changes (either increases or decreases) to insurance reserves may be required and would be recorded through income in the period the change was determined. When a recognized liability is covere d by third-party insurance, the Company records an insurance claim receivable to reflect the covered liability. Insurance claim receivables are included in Other receivables in the Company’s Consolidated Balance Sheets. See Note 1, “Summary of Significant Accounting Policies,” of the Company’s Form 10-K for the year ended December 31, 2009, for additional information on Accrued Insurance and Loss Reserves.

Reconciliation of Basic and Diluted Shares

9 Months Ended

Sep. 30, 2010

Reconciliation of Basic and Diluted Shares

Reconciliation of Basic and Diluted Shares

I. Reconciliation of Basic and Diluted Shares

	Three Months Ended				Nine Months Ended
	September 30				September 30
(In thousands, except per share amounts)	2010		2009		2010		2009

Income from continuing operations attributable to Harsco Corporation common stockholders	$	21,074	$	31,974	$	61,355	$	93,867

Weighted average shares outstanding - basic	80,574		80,315		80,559		80,285

Dilutive effect of stock-based compensation	188		316		188		272

Weighted average shares outstanding - diluted	80,762		80,631		80,747		80,557

Earnings from continuing operations per common share, attributable to Harsco Corporation common stockholders:
Basic	$	0.26	$	0.40	$	0.76	$	1.17

Diluted	$	0.26	$	0.40	$	0.76	$	1.17

At September 30, 2010, approximately 500 and 12,000 restricted stock units outstanding were not included in the three months and nine months computation of diluted earnings per share, respectively, because the effect was antidilutive. At September 30, 2009, all restricted stock units outstanding were included in the three months calculation of diluted earnings per share, but approximately 29,000 restricted stock units were not included in the nine months calculation because the effect was antidilutive.

Employee Benefit Plans

9 Months Ended

Sep. 30, 2010

Employee Benefit Plans

Employee Benefit Plans

J. Employee Benefit Plans

	Three Months Ended September 30
Defined Benefit Net Periodic Pension Cost	U. S. Plans						International Plans
(In thousands)	2010			2009			2010			2009

Defined benefit plans:
Service cost	$	518		$	447		$	1,009		$	1,062
Interest cost	3,500			3,523			11,925			11,296
Expected return on plan assets	(4,146		)	(3,647		)	(11,567		)	(10,939		)
Recognized prior service costs	84			88			90			92
Recognized losses	650			857			3,023			2,477
Amortization of transition liability	—			—			14			9
Curtailment/settlement (gain) loss	179			—			17			(79		)
Defined benefit plans net periodic pension cost	$	785		$	1,268		$	4,511		$	3,918

	Nine Months Ended September 30
Defined Benefit Net Periodic Pension Cost	U. S. Plans						International Plans
(In thousands)	2010			2009			2010			2009

Defined benefit plans:
Service cost	$	1,558		$	1,311		$	2,999		$	2,998
Interest cost	10,522			10,331			35,129			32,245
Expected return on plan assets	(12,463		)	(10,693		)	(34,059		)	(31,212		)
Recognized prior service costs	254			257			269			264
Recognized losses	1,954			2,512			8,897			6,756
Amortization of transition liability	—			—			41			23
Curtailment/settlement (gain) loss	179			—			50			(79		)
Defined benefit plans net periodic pension cost	$	2,004		$	3,718		$	13,326		$	10,995

In the quarter ended September 30, 2010, the Company contributed $0.5 million and $3.5 million for the U.S. and international defined benefit pension plans, respectively. In the nine months ended September 30, 2010, the Company contributed $1.3 million and $13.3 million for the U.S. and international defined benefit pension plans, respectively. The Company currently anticipates contributing an additional $0.9 million and $14.6 million for the U.S. and international defined benefit pension plans, respectively, during the remainder of 2010.

In the quarter ended September 30, 2010, the Company’s contributions to multi-employer and defined contribution pension plans were $5.4 million and $4.7 million, respectively. In the nine months ended September 30, 2010, the Company contributed $16.4 million and $10.3 million to multiemployer and defined contribution plans, respectively.

Recently Adopted and Recently Issued Accounting Standards

9 Months Ended

Sep. 30, 2010

Recently Adopted and Recently Issued Accounting Standards

Recently Adopted and Recently Issued Accounting Standards

K. Recently Adopted and Recently Issued Accounting Standards

The following accounting standards were adopted in 2010:

On January 1, 2010, the Company adopted changes issued by the Financial Accounting Standards Board (“FASB”) on accounting for variable interest entities (“VIE”). These changes require an enterprise to perform an analysis to determine whether the enterprise’s variable interest or interests give it a controlling financial interest in a VIE; to require ongoing reassessments of whether an enterprise is the primary beneficiary of a VIE; to eliminate the solely quantitative approach previously required for determining the primary beneficiary of a VIE; to add an additional reconsideration event for determining whether an entity is a VIE when any changes in facts and circumstances occur such that holders of the equity investment at risk, as a group, lose the power from voting rights or similar rights of those investments to direct the activiti es of the entity that most significantly impact the entity’s economic performance; and to require enhanced disclosures that will provide users of financial statements with more transparent information about an enterprise’s involvement in a VIE. Other than additional disclosure requirements concerning VIEs, the adoption of these changes had no impact on the Company’s consolidated financial statements.

Effective January 1, 2010, the Company adopted changes to the FASB’s previously-issued guidance on accounting for noncontrolling interests in consolidated financial statements. These changes were issued by the FASB on January 6, 2010 and clarify the accounting and reporting guidance for noncontrolling interests and changes in ownership interests of a consolidated subsidiary. An entity is required to deconsolidate a subsidiary when the entity ceases to have a controlling financial interest in the subsidiary. Upon deconsolidation of a subsidiary, an entity recognizes a gain or loss on the transaction and measures any retained investment in the subsidiary at fair value. The gain or loss includes any gain or loss associated with the difference between the fair value of the retained investment in the subsidiary and its carrying amount at the date the subsidiary is deconsolidated. In contrast, an entity is required to account for a decrease in its ownership interest of a subsidiary that does not result in a change of control of the subsidiary as an equity transaction. The adoption of these changes had no impact on the Company’s consolidated financial statements.

Effective January 1, 2010, the Company adopted changes issued by the FASB on January 21, 2010 related to disclosure requirements for fair value measurements. The changes require a reporting entity to disclose separately the amounts of significant transfers in and out of Level 1 and Level 2 fair value measurements and describe the reasons for the transfers. The changes also clarify existing disclosure requirements related to how assets and liabilities should be grouped by class and valuation techniques used for recurring and nonrecurring fair value measurements. The adoption of these changes had no impact on the Company’s consolidated financial statements.

Effective January 1, 2010, the Company adopted changes issued by the FASB on February 24, 2010 to the accounting for and disclosure of events that occur after the balance sheet date, but before financial statements are issued or are available to be issued, generally referred to as “subsequent events.” These changes clarified that an entity that is required to file or furnish its financial statements with the Securities and Exchange Commission is not required to disclose the date through which subsequent events have been evaluated. Other than the elimination of disclosing this date, the adoption of these changes had no impact on the Company’s consolidated financial statements.

The following accounting standards have been issued and become effective for the Company at various future dates:

In October 2009, the FASB issued changes related to the accounting for revenue recognition when multiple-deliverable revenue arrangements are present. The changes eliminate the residual method of revenue allocation and require revenue to be allocated using the relative selling price method. This method requires a vendor to use its best estimate of selling price if neither vendor-specific objective evidence nor third-party evidence of selling price exists when evaluating multiple deliverable arrangements. These changes must be adopted no later than January 1, 2011 and may be adopted prospectively for revenue arrangements entered into or materially modified after the date of adoption or retrospectively for all revenue arrangements for all periods presented. Management is currently evaluating the requirements of these changes and has not yet de termined the impact on the Company’s consolidated financial statements.

In January 2010, the FASB issued changes to disclosure requirements for fair value measurements. The changes require a reporting entity to disclose, in the reconciliation of fair value measurements using significant unobservable inputs (Level 3), separate information about purchases, sales, issuances, and settlements (that is, on a gross basis rather than as one net number). These changes become effective for the Company beginning January 1, 2011. Other than the additional disclosure requirements, management has determined these changes will not have an impact on the Company’s consolidated financial statements.

Derivative Instruments, Hedging Activities and Fair Value

9 Months Ended

Sep. 30, 2010

Derivative Instruments, Hedging Activities and Fair Value

Derivative Instruments, Hedging Activities and Fair Value

L. Derivative Instruments, Hedging Activities and Fair Value

The Company uses derivative instruments, including swaps and forward contracts, to manage certain foreign currency, commodity price and interest rate exposures. Derivative instruments are viewed as risk management tools by the Company and are not used for trading or speculative purposes.

All derivative instruments are recorded on the Condensed Consolidated Balance Sheet at fair value. Changes in the fair value of derivatives used to hedge foreign-currency-denominated balance sheet items are reported directly in earnings along with offsetting transaction gains and losses on the items being hedged. Derivatives used to hedge forecasted cash flows associated with foreign currency commitments or forecasted commodity purchases may be accounted for as cash flow hedges as deemed appropriate and if the criteria for hedge accounting are met. Gains and losses on derivatives designated as cash flow hedges are deferred as a separate component of equity and reclassified to earnings in a manner that matches the timing of the earnings impact of the hedged transactions. Generally, at September 30, 2010, such deferred gains and losses will be reclassi fied to earnings within three months for commodity contract derivatives and over 10 to 15 years for foreign currency forward exchange contracts. The ineffective portion of all hedges, if any, is recognized currently in earnings.

The fair values of outstanding derivative contracts recorded as assets and liabilities in the accompanying Condensed Consolidated Balance Sheets were as follows:

	Fair Values of Derivative Contracts
(In thousands)	Other current assets		Other assets		Other current liabilities

At September 30, 2010:
Derivatives designated as hedging instruments:
Commodity contracts	$	36	$	—	$	—
Cross-currency interest rate swap	—		32,406		—
Foreign currency forward exchange contracts	—		—		5
Total derivatives designated as hedging instruments	$	36	$	32,406	$	5

Derivatives not designated as hedging instruments:
Foreign currency forward exchange contracts	$	2,820	$	—	$	4,040

At December 31, 2009:
Derivatives designated as hedging instruments:
Foreign currency forward exchange contracts	$	—	$	—	$	14
Cross-currency interest rate swap	—		7,357		—
Total derivatives designated as hedging instruments	$	—	$	7,357	$	14

Derivatives not designated as hedging instruments:
Foreign currency forward exchange contracts	$	2,187	$	—	$	590

The effect of derivative instruments on the Condensed Consolidated Statements of Income and the Condensed Consolidated Statements of Comprehensive Income for the three and nine months ended September 30, 2010 and 2009 was as follows:

Derivatives Designated as Hedging Instruments

(In thousands)	Amount of Gain (Loss) Recognized in Other Comprehensive Income (“OCI”) on Derivative - Effective Portion			Location of Gain (Loss) Reclassified from Accumulated OCI into Income - Effective Portion	Amount of Gain (Loss) Reclassified from Accumulated OCI into Income - Effective Portion			Location of Gain (Loss) Recognized in Income on Derivative - -Ineffective Portion and Amount Excluded from Effectiveness Testing	Amount of Gain (Loss) Recognized in Income on Derivative - - Ineffective Portion and Amount Excluded from Effectiveness Testing
For the three months ended September 30, 2010:
Foreign currency forward exchange contracts	$	5			$	—			$	—
Commodity contracts	40			Cost of services and products sold	(1		)	Cost of services and products sold	26
Cross-currency interest rate swap	1,426				—			Cost of services and products sold	(23,052		) (a)

	$	1,471			$	(1	)		$	(23,026	)

For the three months ended September 30, 2009:
Foreign currency forward exchange contracts	$	(57	)	Cost of services and products sold	$	(8	)		$	—
Commodity contracts	(1,130		)	Service revenues	(923		)	Service revenues	259
Cross-currency interest rate swap	(1,494		)		—			Cost of services and products sold	(7,920		) (a)

	$	(2,681	)		$	(931	)		$	(7,661	)

(a) These losses offset foreign currency fluctuation effects on the debt principal.

Derivatives Designated as Hedging Instruments

(In thousands)	Amount of Gain (Loss) Recognized in Other Comprehensive Income (“OCI”) on Derivative - Effective Portion			Location of Gain (Loss) Reclassified from Accumulated OCI into Income - Effective Portion	Amount of Gain (Loss) Reclassified from Accumulated OCI into Income - Effective Portion			Location of Gain (Loss) Recognized in Income on Derivative - - Ineffective Portion and Amount Excluded from Effectiveness Testing	Amount of Gain (Loss) Recognized in Income on Derivative - - Ineffective Portion and Amount Excluded from Effectiveness Testing
For the nine months ended September 30, 2010:
Foreign currency forward exchange contracts	$	144			$	—			$	—
Commodity contracts	7			Cost of services and products sold	(26		)	Cost of services and products sold	6
Cross-currency interest rate swap	13,989				—			Cost of services and products sold	11,059		(a)

	$	14,140			$	(26	)		$	11,065

For the nine months ended September 30, 2009:
Foreign currency forward exchange contracts	$	(54	)		$	—			$	—
Commodity contracts	(3,334		)	Service revenues	2,272			Service revenues	(243		)
Cross-currency interest rate swap	(31,947		)		—			Cost of services and products sold	(9,707		) (a)

	$	(35,335	)		$	2,272			$	(9,950	)

(a) These gains (losses) offset foreign currency fluctuation effects on the debt principal.

Derivatives Not Designated as Hedging Instruments

	Location of Gain (Loss) Recognized in	Amount of Gain (Loss) Recognized in Income on Derivative for the Three Months Ended September 30 (a)
(In thousands)	Income on Derivative	2010			2009

Foreign currency forward exchange contracts	Cost of services and products sold	$	(5,495	)	$	(1,946	)

(a) These losses offset amounts recognized in cost of service and products sold principally as a result of intercompany or third party foreign currency exposures.

Derivatives Not Designated as Hedging Instruments

	Location of Gain (Loss) Recognized in	Amount of Gain (Loss) Recognized in Income on Derivative for the Nine Months Ended September 30 (a)
(In thousands)	Income on Derivative	2010		2009

Foreign currency forward exchange contracts	Cost of services and products sold	$	2,591	$	(8,704	)

(a) 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.

Commodity Derivatives

The Company periodically uses derivative instruments to hedge cash flows associated with purchase or selling price exposure to certain commodities. The Company’s commodity derivative activities are subject to the management, direction and control of the Company’s Risk Management Committee, which approves the use of all commodity derivative instruments.

At September 30, 2010, the Company’s open commodity derivative contract positions qualified as cash flow hedges under the requirements for hedge accounting and consisted of unsecured swap contracts maturing in December 2010. The notional value of these contracts is equal to the hedged volume multiplied by the strike price of the derivative and totaled $0.3 million. All contracts are with major financial institutions. In the event of non-performance by the other parties to the contracts, the Company may be exposed to credit loss. The Company evaluates the credit-worthiness of the counterparties and does not expect default by them. There were no commodity derivative contracts outstanding at December 31, 2009.

Although earnings volatility may occur between fiscal quarters due to hedge ineffectiveness, or if the derivatives do not qualify as cash flow hedges under hedge accounting standards, the economic substance of the derivatives provides more predictable cash flows by reducing the Company’s exposure to the commodity price fluctuations.

Foreign Currency Forward Exchange Contracts

The Company conducts business in multiple currencies and, accordingly, is subject to the inherent risks associated with foreign exchange rate movements. The financial position and results of operations of substantially all of the Company’s foreign subsidiaries are measured using the local currency as the functional currency. Foreign currency denominated assets and liabilities are translated into U.S. dollars at the exchange rates existing at the respective balance sheet dates, and income and expense items are translated at the average exchange rates during the respective periods. The aggregate effects of translating the balance sheets of these subsidiaries are deferred and recorded in Accumulated other comprehensive loss, which is a separate component of equity.

The Company uses derivative instruments to hedge cash flows related to foreign currency fluctuations. At September 30, 2010 and December 31, 2009, the Company had $301.9 million and $122.1 million, respectively, of contracted notional amounts of unsecured foreign currency forward exchange contracts outstanding. These contracts are part of a worldwide program to minimize foreign currency exchange operating income and balance sheet exposure by offsetting foreign currency exposures of certain future payments between the Company and its various subsidiaries, vendors or customers. The contracts outstanding at September 30, 2010 mature at various times within five months and are with major financial institutions. The Company may be exposed to credit loss in the event of non-performance by the contract counterparties. The Company evaluates the credit worthiness of the counterparties and does not expect default by them. Foreign currency forward exchange contracts are used to hedge commitments, such as foreign currency debt, firm purchase commitments and foreign currency cash flows for certain export sale transactions.

The following tables summarize, by major currency, the contractual notional amounts of the Company’s foreign currency forward exchange contracts in U.S. dollars at September 30, 2010 and December 31, 2009. The “Buy” amounts represent the U.S. dollar equivalent of commitments to purchase foreign currencies, and the “Sell” amounts represent the U.S. dollar equivalent of commitments to sell foreign currencies. Recognized gains and losses offset amounts recognized in cost of services and products sold principally as a result of intercompany or third party foreign currency exposures.

Foreign Currency Forward Exchange Contracts

At September 30, 2010
(In thousands)	Type	U.S. Dollar Equivalent		Maturity	Recognized Gain (Loss)
British pounds sterling	Sell	$	38,770	October 2010	$	(303	)
British pounds sterling	Buy	30,430		October 2010	445
Euros	Sell	104,278		October 2010 through November 2010	(3,373		)
Euros	Buy	112,201		October 2010 through November 2010	1,877
Other currencies	Sell	8,486		October 2010 through February 2011	(130		)
Other currencies	Buy	7,749		October 2010	259
Total		$	301,914		$	(1,225	)

Foreign Currency Forward Exchange Contracts

At December 31, 2009
(In thousands)	Type	U.S. Dollar Equivalent		Maturity	Recognized Gain (Loss)
British pounds sterling	Sell	$	715	January 2010 through March 2010	$	(18	)
British pounds sterling	Buy	3,354		January 2010	67
Euros	Sell	72,068		January 2010 through February 2010	1,820
Euros	Buy	38,967		January 2010	(346		)
Other currencies	Sell	4,155		January 2010 through February 2010	72
Other currencies	Buy	2,867		January 2010 through March 2010	(12		)
Total		$	122,126		$	1,583

In addition to foreign currency forward exchange contracts, the Company designates certain loans as hedges of net investments in foreign subsidiaries. The Company recorded gains of $36.6 million and $15.0 million during the three months ended September 30, 2010 and 2009, respectively, and a loss of $15.5 million and a gain of $15.0 million during the nine months ended September 30, 2010 and 2009, respectively, in Accumulated other comprehensive loss, which is a separate component of stockholders’ equity, related to hedges of net investments.

Cross-Currency Interest Rate Swap

In May 2008, the Company entered into a ten-year, $250.0 million cross-currency interest rate swap in conjunction with a debt issuance in order to lock in a fixed euro interest rate for $250.0 million of the issuance. Under the swap, the Company receives interest based on a fixed U.S. dollar rate and pays interest on a fixed euro rate on the outstanding notional principal amounts in dollars and euros, respectively. The cross-currency interest rate swap is recorded in the Condensed Consolidated Balance Sheets at fair value, with changes in value attributed to the effect of the swaps’ interest spread recorded in Accumulated other comprehensive loss, which is a separate component of equity. Changes in value attributed to the effect of foreign currency fluctuations are recorded in the Condensed Consolidated Income Statement and offset currency fluctuation effects on the debt principal.

Fair Value of Derivative Assets and Liabilities and Other Financial Instruments

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (an exit price). The Company utilizes market data or assumptions that the Company believes market participants would use in pricing the asset or liability, including assumptions about risk and the risks inherent in the inputs to the valuation technique.

The fair value hierarchy distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are described below:

· Level 1—Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.

· Level 2—Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates); and inputs that are derived principally from or corroborated by observable market data by correlation or other means.

· Level 3—Inputs that are both significant to the fair value measurement and unobservable.

In instances in which multiple levels of inputs are used to measure fair value, hierarchy classification is based on the lowest level input that is significant to the fair value measurement in its entirety. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the asset or liability.

The following table indicates the different financial instruments of the Company at September 30, 2010 and December 31, 2009.

Level 2 Fair Value Measurements

(In thousands)	September 30 2010		December 31 2009
Assets
Foreign currency forward exchange contracts	$	2,820	$	2,187
Commodity derivatives	36		—
Cross-currency interest rate swap	32,406		7,357

Liabilities
Foreign currency forward exchange contracts	4,045		604

Level 3 Fair Value Measurements

(In thousands)	September 30 2010		December 31 2009
Liabilities
Contingent consideration for acquisitions	$	3,620	$	9,735

The following table reconciles the beginning and ending balances for liabilities measured on a recurring basis using unobservable inputs (Level 3) for the three months and nine months ended September 30, 2010. There were no Level 3 liabilities for the corresponding periods in 2009.

Level 3 Liabilities - Contingent Consideration

(In thousands)	Three Months Ended September 30 2010			Nine Months Ended September 30 2010
Balance at beginning of period	$	4,722		$	9,735
Acquisitions during the period	—			4,618
Fair value adjustments included in earnings	(1,102		)	(10,733		)
Balance September 30, 2010	$	3,620		$	3,620

The Company primarily applies the market approach for recurring fair value measurements and endeavors to utilize the best available information. Accordingly, the Company utilizes valuation techniques that maximize the use of observable inputs, such as forward rates, interest rates, the Company’s credit risk and counterparties’ credit risks, and minimize the use of unobservable inputs. The Company is able to classify fair value balances based on the observability of those inputs. Commodity derivatives, foreign currency forward exchange contracts and cross-currency interest rate swaps are classified as Level 2 fair value based upon pricing models using market-based inputs. Model inputs can be verified, and valuation techniques do not involve significant management judgment.

The carrying amounts of cash and cash equivalents, accounts receivable, accounts payable, accrued liabilities, and short-term borrowings approximate fair value due to the short-term maturities of these assets and liabilities. At September 30, 2010, and December 31, 2009, total fair value of long-term debt, including current maturities, was $1,237.7 million and $965.5 million, respectively, compared to carrying value of $1,170.4 million and $927.5 million, respectively. Fair values for debt are based on quoted market prices for the same or similar issues or on the current rates offered to the Company for debt of the same remaining maturities.

Restructuring Programs

9 Months Ended

Sep. 30, 2010

Restructuring Programs

Restructuring Programs

M. Restructuring Programs

2010 Restructuring Program

As a result of the continued financial and economic downturn, the Company implemented additional actions in 2010 to further reduce its cost structure and close certain facilities. The Harsco Infrastructure and Harsco Metals Segments recorded net pre-tax restructuring charges totaling $2.4 million and $14.4 million in the quarter and nine months ended September 30, 2010, respectively, in the Other (income) expense line of the Condensed Consolidated Income Statements. These restructuring actions are expected to be completed over the next 12 months, but principally during the remainder of 2010.

Through September 30, 2010, the Company completed workforce reductions related to these actions of 261 employees of a total expected workforce reduction of 416 employees. Remaining workforce reductions and costs to exit activities are targeted for completion during the remainder of 2010.

The Company anticipates that a comprehensive restructuring plan will be developed, approved and announced in the fourth quarter of 2010 with resulting cost reductions that should benefit the operating results for 2011 and beyond in the Harsco Infrastructure Segment. The plan is being developed to further streamline and reduce the cost base in this business to better align it to expected near-term end-market conditions and could materially impact the fourth quarter 2010 results. In October 2010, a plan to rationalize certain North America products was approved. This will result in the disposal of rental assets and reduce pre-tax income by approximately $9 million (net of scrap or sale proceeds) in the fourth quarter of 2010.

2008 Restructuring Program

The 2008 program was designed to improve organizational efficiency and enhance profitability and stockholder value by generating sustainable operating expense savings. Under this program, the Company principally exited certain underperforming contracts with customers, closed certain facilities and reduced the global workforce. Restructuring costs were incurred primarily in the Harsco Metals and Harsco Infrastructure Segments and recorded in the Other (income) expense line of the Condensed Consolidated Income Statements. In the fourth quarter of 2008, the Company recorded net pre-tax restructuring and other related charges totaling $36.1 million, including $28.0 million in Other expense, $5.8 million reduction in services revenue, a net $1.5 million related to pension curtailments and $0.8 million of other costs.

Through September 30, 2010, the Company has completed substantially all workforce reductions under the 2008 restructuring program totaling 1,429 employees related to this restructuring program. Remaining exit activities relate to the Harsco Metals Segment and are targeted for completion during 2010. These restructuring activities were not completed in 2009 due to continued negotiations with labor unions and customers that resulted in changes to estimates of the amount of restructuring costs and the timing of their settlement.

The restructuring accrual at September 30, 2010 and the activity for the nine months then ended by segment is as follows:

(In thousands)	Accrual December 31 2009		2010 Restructuring Program Charges		Adjustments to Previously Recorded Restructuring Charges (a)			Cash Expenditures			Remaining Accrual September 30 2010

Harsco Infrastructure Segment
Employee termination benefit costs	$	122	$	6,306	$	—		$	(5,269	)	$	1,159
Cost to exit activities	—		5,139		—			(4,374		)	765
Total Harsco Infrastructure Segment	122		11,445		—			(9,643		)	1,924

Harsco Metals Segment
Employee termination benefit costs	3,317		2,180		(7		)	(4,667		)	823
Cost to exit activities	186		786		(55		)	(268		)	649
Total Harsco Metals Segment	3,503		2,966		(62		)	(4,935		)	1,472

Total	$	3,625	$	14,411	$	(62	)	$	(14,578	)	$	3,396

(a) Adjustments to previously recorded cost to exit activities resulted from changes in facts and circumstances in the implementation of these activities.

The majority of the remaining cash expenditures of $3.4 million related to these actions are expected to be paid throughout the remainder of 2010. There were no significant restructuring actions in 2009.

Income Taxes

9 Months Ended

Sep. 30, 2010

Income Taxes

Income Taxes

N. Income Taxes

Income tax expense from continuing operations increased due to lower earnings from continuing operations in jurisdictions with lower tax rates, resulting in an increase in the effective income tax rate from continuing operations. The effective income tax rate relating to continuing operations for the three and nine months ended September 30, 2010 was 25.4% and 26.2%, respectively, compared with 15.7% and 17.2%, respectively, for the three and nine months ended September 30, 2009. The effective income tax rate for the first nine months of 2009 reflected net discrete tax benefits recognized in the first quarter related to a change in the permanent reinvestment of prior-year undistributed earnings.

An income tax benefit from an uncertain tax position may be recognized when it is more-likely-than-not that the position will be sustained upon examination, including resolutions of any related appeals or litigation processes, based on technical merits. The unrecognized income tax benefit at September 30, 2010 was $47.6 million including interest and penalties. Within the next twelve months, it is reasonably possible that up to $8.3 million of such amount will be recognized upon settlement of tax examinations and the expiration of various statutes of limitation.

Other (Income) Expense

9 Months Ended

Sep. 30, 2010

Other (Income) Expense

Other (Income) Expense

O. Other (Income) Expense

This income statement classification includes restructuring costs for employee termination benefits and costs to exit activities; impaired asset write-downs; net gains or losses on the disposal of non-core assets; and business combination accounting adjustments related to recent acquisitions by the Company.

	Three Months Ended September 30						Nine Months Ended September 30
(In thousands)	2010			2009			2010			2009

Restructuring costs	$	2,089		$	7,199		$	14,494		$	12,387

Gains from sale of non-core assets	(758		)	(969		)	(6,612		)	(6,754		)

Contingent consideration adjustments	(989		)	—			(10,620		)	—

Other	541			668			718			794

Other (income) expense	$	883		$	6,898		$	(2,020	)	$	6,427

For the three months and nine months ended September 30, 2010, restructuring costs were incurred principally in the Harsco Infrastructure Segment.

Document and Entity Information - shares	9 Months Ended
Document and Entity Information - shares	Sep. 30, 2010	Oct. 31, 2010
Document and Entity Information
Entity Registrant Name	HARSCO CORP
Entity Central Index Key	0000045876
Document Type	10-Q
Document Period End Date	Sep. 30, 2010
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Current Reporting Status	Yes
Entity Filer Category	Large Accelerated Filer
Entity Common Stock, Shares Outstanding		80,506,644
Document Fiscal Year Focus	2010
Document Fiscal Period Focus	Q3