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CONDENSED CONSOLIDATED STATEMENTS OF INCOME - USD ($) shares in Thousands, $ in Thousands	3 Months Ended
	Mar. 31, 2011	Mar. 31, 2010
Revenues from continuing operations:
Service revenues	$ 653,527	$ 599,046
Product revenues	125,528	143,360
Total revenues	779,055	742,406
Costs and expenses from continuing operations:
Cost of services sold	525,978	486,632
Cost of products sold	84,441	92,801
Selling, general and administrative expenses	137,789	136,327
Research and development expenses	1,340	916
Other expenses (income)	471	(2,509)
Total costs and expenses	750,019	714,167
Operating income from continuing operations	29,036	28,239
Interest income	720	461
Interest expense	(11,935)	(16,119)
Income from continuing operations before income taxes and equity income	17,821	12,581
Income tax expense	(4,400)	(3,034)
Equity in income of unconsolidated entities, net	211	130
Income from continuing operations	13,632	9,677
Discontinued operations:
Loss on disposal of discontinued business	(1,328)	(163)
Income tax benefit related to discontinued business	503	414
Income (loss) from discontinued operations	(825)	251
Net Income	12,807	9,928
Less: Net income attributable to noncontrolling interests	(1,376)	(1,894)
Net income attributable to Harsco Corporation	11,431	8,034
Amounts attributable to Harsco Corporation common stockholders:
Income from continuing operations, net of tax	12,256	7,783
Income (loss) from discontinued operations, net of tax	(825)	251
Net income attributable to Harsco Corporation common stockholders	$ 11,431	$ 8,034
Weighted average shares of common stock outstanding (in shares)	80,695	80,543
Basic earnings per common share attributable to Harsco Corporation common stockholders:
Continuing operations (in dollars per share)	$ 0.15	$ 0.10
Discontinued operations (in dollars per share)	(0.01)
Basic earnings per share attributable to Harsco Corporation common stockholders (in dollars per share)	$ 0.14	$ 0.10
Diluted weighted average shares of common stock outstanding (in shares)	80,944	80,743
Diluted earnings per common share attributable to Harsco Corporation common stockholders:
Continuing operations (in dollars per share)	$ 0.15	$ 0.10
Discontinued operations (in dollars per share)	(0.01)
Diluted earnings per share attributable to Harsco Corporation common stockholders (in dollars per share)	0.14	0.10
Cash dividends declared per common share (in dollars per share)	$ 0.205	$ 0.205

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2011	Dec. 31, 2010
Current assets:
Cash and cash equivalents	$ 101,312	$ 124,238
Trade accounts receivable, net	643,390	585,301
Other receivables	27,738	29,299
Inventories	289,907	271,617
Other current assets	134,711	144,491
Total current assets	1,197,058	1,154,946
Property, plant and equipment, net	1,403,548	1,366,973
Goodwill	708,101	690,787
Intangible assets, net	114,986	120,959
Other assets	126,817	135,555
Total assets	3,550,510	3,469,220
Current liabilities:
Short-term borrowings	60,787	31,197
Current maturities of long-term debt	3,868	4,011
Accounts payable	285,149	261,509
Accrued compensation	76,268	83,928
Income taxes payable	8,464	9,718
Dividends payable	16,535	16,505
Insurance liabilities	25,769	25,844
Advances on contracts	115,609	128,794
Other current liabilities	216,888	206,358
Total current liabilities	809,337	767,864
Long-term debt	854,495	849,724
Deferred income taxes	42,541	35,642
Insurance liabilities	61,517	62,202
Retirement plan liabilities	215,862	223,777
Other liabilities	65,828	61,866
Total liabilities	$ 2,049,580	$ 2,001,075
COMMITMENTS AND CONTINGENCIES
HARSCO CORPORATION STOCKHOLDERS' EQUITY
Preferred stock
Common stock	139,732	139,514
Additional paid-in capital	143,263	141,298
Accumulated other comprehensive loss	(150,558)	(185,932)
Retained earnings	2,068,803	2,073,920
Treasury stock	(738,114)	(737,106)
Total Harsco Corporation stockholders' equity	1,463,126	1,431,694
Noncontrolling interests	37,804	36,451
Total equity	1,500,930	1,468,145
Harsco Corporation stockholders' equity:
Total liabilities and equity	$ 3,550,510	$ 3,469,220

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2011	Mar. 31, 2010
Cash flows from operating activities:
Net income	$ 12,807	$ 9,928
Adjustments to reconcile net income to net cash provided (used) by operating activities:
Depreciation	67,929	71,857
Amortization	8,593	9,078
Equity in income of unconsolidated entities, net	(211)	(130)
Dividends or distributions from unconsolidated entities	88	88
Other, net	(4,372)	(12,853)
Changes in assets and liabilities, net of acquisitions and dispositions of businesses:
Accounts receivable	(38,681)	(53,212)
Inventories	(14,313)	5,748
Accounts payable	10,547	8,324
Accrued interest payable	6,199	9,817
Accrued compensation	(9,704)	8,697
Harsco Infrastructure Segment Restructuring Program accrual	(9,116)
Other assets and liabilities	(16,626)	(27,287)
Net cash provided by operating activities	13,140	30,055
Cash flows from investing activities:
Purchases of property, plant and equipment	(67,257)	(29,849)
Proceeds from sale of property, plant and equipment	6,017	8,873
Purchases of businesses, net of cash acquired		(27,584)
Proceeds from sale of businesses	600
Other investing activities	4,733	(4,386)
Net cash used by investing activities	(55,907)	(52,946)
Cash flows from financing activities:
Short-term borrowings, net	29,431	31,736
Current maturities and long-term debt:
Additions	70,482	96,577
Reductions	(66,566)	(95,601)
Cash dividends paid on common stock	(16,507)	(16,472)
Dividends paid to noncontrolling interests	(600)	(1,825)
Contributions of equity from noncontrolling interests	333	161
Common stock issued-options	1,239	108
Net cash provided by financing activities	17,812	14,684
Effect of exchange rate changes on cash	2,029	(583)
Net decrease in cash and cash equivalents	(22,926)	(8,790)
Cash and cash equivalents at beginning of period	124,238	94,184
Cash and cash equivalents at end of period	$ 101,312	$ 85,394

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2011	Mar. 31, 2010
Increase (Decrease) in Stockholders' Equity
Balances	$ 1,468,145	$ 1,509,834
Net income	12,807	9,928
Cash dividends declared:
Common @ $0.205 and $0.205 per share in 2011 and 2010, respectively	(16,548)	(16,602)
Noncontrolling interests	(600)	(1,825)
Translation adjustments, net of deferred income taxes of $(6,508) and $11,165 in 2011 and 2010, respectively	34,812	(35,521)
Cash flow hedging instrument adjustments, net of deferred income taxes of $(1,517) and $450 in 2011 and 2010, respectively	5,777	(1,176)
Contributions of equity from noncontrolling interests	333	161
Pension liability adjustments, net of deferred income taxes of $2,105 and $(9,864) in 2011 and 2010, respectively	(4,971)	22,670
Marketable securities unrealized gains, net of deferred income taxes of $(4)		5
Stock options exercised, 80,442 and 47,420 shares in 2011 and 2010, respectively	1,239	190
Net issuance of stock - vesting of restricted stock units, 31,552 and 69,515 shares in 2011 and 2010, respectively	(1,008)	(1,306)
Amortization of unearned portion of stock-based compensation, net of forfeitures	944	1,082
Balances	1,500,930	1,487,440
Common Stock Issued
Increase (Decrease) in Stockholders' Equity
Balances	139,514	139,234
Cash dividends declared:
Stock options exercised, 80,442 and 47,420 shares in 2011 and 2010, respectively	100	59
Net issuance of stock - vesting of restricted stock units, 31,552 and 69,515 shares in 2011 and 2010, respectively	118	136
Balances	139,732	139,429
Common Stock Treasury
Increase (Decrease) in Stockholders' Equity
Balances	(737,106)	(735,016)
Cash dividends declared:
Stock options exercised, 80,442 and 47,420 shares in 2011 and 2010, respectively		(836)
Net issuance of stock - vesting of restricted stock units, 31,552 and 69,515 shares in 2011 and 2010, respectively	(1,008)	(1,254)
Balances	(738,114)	(737,106)
Additional Paid-in Capital
Increase (Decrease) in Stockholders' Equity
Balances	141,298	137,746
Cash dividends declared:
Stock options exercised, 80,442 and 47,420 shares in 2011 and 2010, respectively	1,139	967
Net issuance of stock - vesting of restricted stock units, 31,552 and 69,515 shares in 2011 and 2010, respectively	(118)	(188)
Amortization of unearned portion of stock-based compensation, net of forfeitures	944	1,082
Balances	143,263	139,607
Retained Earnings
Increase (Decrease) in Stockholders' Equity
Balances	2,073,920	2,133,297
Net income	11,431	8,034
Cash dividends declared:
Common @ $0.205 and $0.205 per share in 2011 and 2010, respectively	(16,548)	(16,602)
Balances	2,068,803	2,124,729
Accumulated Other Comprehensive Income (Loss)
Increase (Decrease) in Stockholders' Equity
Balances	(185,932)	(201,684)
Cash dividends declared:
Translation adjustments, net of deferred income taxes of $(6,508) and $11,165 in 2011 and 2010, respectively	34,568	(35,013)
Cash flow hedging instrument adjustments, net of deferred income taxes of $(1,517) and $450 in 2011 and 2010, respectively	5,777	(1,176)
Pension liability adjustments, net of deferred income taxes of $2,105 and $(9,864) in 2011 and 2010, respectively	(4,971)	22,670
Marketable securities unrealized gains, net of deferred income taxes of $(4)		5
Balances	(150,558)	(215,198)
Noncontrolling Interests
Increase (Decrease) in Stockholders' Equity
Balances	36,451	36,257
Net income	1,376	1,894
Cash dividends declared:
Noncontrolling interests	(600)	(1,825)
Translation adjustments, net of deferred income taxes of $(6,508) and $11,165 in 2011 and 2010, respectively	244	(508)
Contributions of equity from noncontrolling interests	333	161
Balances	$ 37,804	$ 35,979

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY (Parenthetical) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2011	Mar. 31, 2010
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY
Cash dividends declared per common share (in dollars per share)	$ 0.205	$ 0.205
Translation adjustments, deferred income taxes	$ (6,508)	$ 11,165
Cash flow hedging instrument adjustments, deferred income taxes	(1,517)	450
Pension liability adjustments, deferred income taxes	$ 2,105	(9,864)
Marketable securities unrealized gains, deferred income taxes		$ (4)
Stock options exercised (in shares)	80,442	47,420
Net issuance of stock - vesting of restricted stock units (in shares)	31,552	69,515

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2011	Mar. 31, 2010
Statement
Net income	$ 12,807	$ 9,928
Other comprehensive income (loss):
Foreign currency translation adjustments, net of deferred income taxes	34,812	(35,521)
Net gain (loss) on cash flow hedging instruments, net of deferred income taxes of $(1,517) and $450 in 2011 and 2010, respectively	5,777	(1,176)
Pension liability adjustments, net of deferred income taxes of $2,105 and $(9,864) in 2011 and 2010, respectively	(4,971)	22,670
Unrealized gain on marketable securities, net of deferred income taxes of $0 and $(5) in 2011 and 2010, respectively		7
Reclassification adjustment for gain on marketable securities, net of deferred income taxes of $0 and $1 in 2011 and 2010, respectively		(2)
Total other comprehensive income (loss)	35,618	(14,022)
Total comprehensive income (loss)	48,425	(4,094)
Less: Comprehensive income attributable to noncontrolling interests	(1,620)	(1,386)
Comprehensive income (loss) attributable to Harsco Corporation	$ 46,805	$ (5,480)

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Parenthetical) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2011	Mar. 31, 2010
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
Net gain (loss) on cash flow hedging instruments, deferred income taxes	$ (1,517)	$ 450
Pension liability adjustments, deferred income taxes	2,105	(9,864)
Unrealized gain on marketable securities, deferred income taxes	0	(5)
Reclassification adjustment for gain on marketable securities, deferred income taxes	$ 0	$ 1

Basis of Presentation

3 Months Ended

Mar. 31, 2011

Basis of Presentation

Basis of Presentation

1. Basis of Presentation

Harsco Corporation (the “Company”) has prepared these unaudited condensed consolidated financial statements based on Securities and Exchange Commission rules that permit reduced disclosure for interim periods. In the opinion of management, all adjustments (all of which are of a normal recurring nature) that are necessary for a fair presentation are reflected in the unaudited condensed consolidated financial statements. The December 31, 2010 Condensed Consolidated Balance Sheet information contained in this Form 10-Q was derived from the 2010 audited consolidated financial statements, but does not include all disclosures required by accounting principles generally accepted in the United States of America (“U.S. GAAP”) 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 2010 Annual Report on Form 10-K.

Segment information for prior periods has been reclassified to conform with the current presentation. Beginning with the fourth quarter of 2010, the Harsco Minerals businesses, which were previously a component of an “All Other” Category, are reported with the Harsco Metals Segment to form the Harsco Metals & Minerals Segment. This reflects the increasing operating synergies of these businesses within the Company’s global markets as well as the combined management of these businesses. The remaining businesses of the “All Other” Category are reported as the Harsco Industrial operating segment, which also reflects the combined management of these businesses. The “All Other” Category is no longer utilized.

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 U.S. GAAP.

Operating results and cash flows for the three months ended March 31, 2011 are not indicative of the results that may be expected for the year ending December 31, 2011.

Recently Adopted and Recently Issued Accounting Standards

3 Months Ended

Mar. 31, 2011

Recently Adopted and Recently Issued Accounting Standards

Recently Adopted and Recently Issued Accounting Standards

2. Recently Adopted and Recently Issued Accounting Standards

The following accounting standards were adopted in 2011:

On January 1, 2011, the Company adopted Financial Accounting Standards Board (“FASB”) issued changes related to the accounting for revenue recognition when multiple-deliverable revenue arrangements are present. The changes eliminated the residual method of revenue allocation and requires 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. The adoption of these changes did not have a material impact on the Company’s consolidated financial statements.

On January 1, 2011, the Company adopted FASB issued changes to disclosure requirements for fair value measurements. The changes required 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). The adoption of these changes did not have a material impact on the Company’s consolidated financial statements.

Additional accounting standards which have been issued and become effective for the Company at various future dates are not expected to have a material impact on the Company’s consolidated financial statements.

Acquisitions and Dispositions

3 Months Ended

Mar. 31, 2011

Acquisitions and Dispositions

Acquisitions and Dispositions

3. Acquisitions and Dispositions

Acquisitions

Certain of the Company’s acquisitions in prior years included contingent consideration features for which defined goals needed to be met by the acquired business in order for payment of the consideration. Each quarter until settlement of these contingencies, the Company assessed the likelihood that an acquired business would achieve the goals and the resulting fair value of the contingency. In the first quarter of 2011 and 2010, the Company recorded a $4.0 million and $8.3 million reduction, respectively, to the previously recognized contingent consideration liability. The first quarter 2011 adjustment was the result of a settlement of the contingency and the first quarter 2010 adjustment was a result of the ongoing assessment of performance goals. In accordance with accounting standards for business combinations, these adjustments were recognized in operating income in the Condensed Consolidated Statements of Income as a component of the Other expenses (income) line item. All contingent consideration liabilities have been settled and there was no recorded contingent consideration liability as of March 31, 2011. The recorded contingent consideration liability was $3.9 million at December 31, 2010.

Dispositions - Assets Held-for-Sale

Throughout the past several years and in conjunction with the Fourth Quarter 2010 restructuring of the Harsco Infrastructure Segment, management approved the sale of certain long-lived assets throughout the Company’s operations. At March 31, 2011 and December 31, 2010, assets held-for-sale of $23.0 million and $24.8 million, respectively were recorded as Other current assets. Assets held-for-sale at March 31, 2011 and December 31, 2010 represent the estimated net realizable value of the assets of two lines of business in the Harsco Infrastructure Segment.

Accounts Receivable and Inventories

3 Months Ended

Mar. 31, 2011

Accounts Receivable and Inventories

Accounts Receivable and Inventories

4. Accounts Receivable and Inventories

Accounts receivable consist of the following:

	Accounts Receivable
(In thousands)	March 31 2011			December 31 2010
Trade accounts receivable	$	664,484		$	605,584
Less: Allowance for doubtful accounts	(21,094		)	(20,283		)
Trade accounts receivable, net	$	643,390		$	585,301

Other receivables (a)	$	27,738		$	29,299

(a) Other receivables include insurance claim receivables, employee receivables, tax claim receivables and other miscellaneous receivables not included in Trade accounts receivable, net.

The provision for doubtful accounts related to trade accounts receivable was $2.2 million and $2.3 million for the three months ended March 31, 2011 and 2010, respectively.

Inventories consist of the following:

	Inventories
(In thousands)	March 31 2011		December 31 2010
Finished goods	$	127,718	$	124,771
Work-in-process	30,665		28,266
Raw materials and purchased parts	90,803		79,420
Stores and supplies	40,721		39,160
Total inventories	$	289,907	$	271,617

Property, Plant and Equipment

3 Months Ended

Mar. 31, 2011

Property, Plant and Equipment

Property, Plant and Equipment

5. Property, Plant and Equipment

Property, plant and equipment consists of the following:

	Property, Plant and Equipment
(In thousands)	March 31 2011			December 31 2010
Land	$	29,823		$	29,456
Land improvements	18,644			18,141
Buildings and improvements	202,260			196,777
Machinery and equipment	3,137,507			3,045,335
Uncompleted construction	82,075			74,873
Gross property, plant and equipment	3,470,309			3,364,582
Less: Accumulated depreciation	(2,066,761		)	(1,997,609		)
Property, plant and equipment, net	$	1,403,548		$	1,366,973

Goodwill and Other Intangible Assets

3 Months Ended

Mar. 31, 2011

Goodwill and Other Intangible Assets

Goodwill and Other Intangible Assets

6. Goodwill and Other Intangible Assets

The following table reflects the changes in carrying amounts of goodwill by segment (there is no goodwill associated with the Harsco Industrial Segment) for the three months ended March 31, 2011:

Goodwill by Segment

(In thousands)	Harsco Metals & Minerals Segment		Harsco Infrastructure Segment		Harsco Rail Segment		Consolidated Totals
Balance at December 31, 2010	$	418,276	$	263,212	$	9,299	$	690,787
Changes to Goodwill	—		147		—		147
Foreign currency translation	8,916		8,240		11		17,167
Balance at March 31, 2011	$	427,192	$	271,599	$	9,310	$	708,101

The Company determined that as of March 31, 2011, no interim goodwill impairment testing was necessary. The Company’s annual goodwill impairment testing will be completed during the fourth quarter of 2011. 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

	March 31, 2011				December 31, 2010
(In thousands)	Gross Carrying Amount		Accumulated Amortization		Gross Carrying Amount		Accumulated Amortization
Customer related	$	187,683	$	105,447	$	184,864	$	98,104
Non-compete agreements	1,392		1,323		1,386		1,317
Patents	7,067		5,008		6,976		4,868
Technology related	30,144		12,733		29,821		11,863
Trade names	18,844		6,106		18,635		5,188
Other	8,166		7,693		8,095		7,478
Total	$	253,296	$	138,310	$	249,777	$	128,818

Amortization expense for intangible assets was $7.9 million and $8.3 million for the three months ended March 31, 2011 and 2010, 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)		2011			2012			2013			2014			2015
Estimated amortization expense		$	31,000		$	17,000		$	15,000		$	13,000		$	8,000

Employee Benefit Plans

3 Months Ended

Mar. 31, 2011

Employee Benefit Plans

Employee Benefit Plans

7. Employee Benefit Plans

	Three Months Ended March 31
Defined Benefit Net Periodic Pension Cost	U. S. Plans						International Plans
(In thousands)	2011			2010			2011			2010
Defined benefit plans:
Service cost	$	392		$	520		$	1,094		$	1,020
Interest cost	3,389			3,510			11,983			11,821
Expected return on plan assets	(4,147		)	(4,159		)	(12,533		)	(11,446		)
Recognized prior service costs	62			85			104			92
Recognized losses	750			652			2,778			2,988
Amortization of transition liability	—			—			14			13
Settlement loss	—			—			30			17
Defined benefit plans net periodic pension cost	$	446		$	608		$	3,470		$	4,505

In the three months ended March 31, 2011, the Company contributed $0.4 million and $16.9 million for the U.S. and international defined benefit pension plans, respectively. The Company currently anticipates contributing an additional $2.6 million and $12.5 million for the U.S. and international plans, respectively, during the remainder of 2011.

In the three months ended March 31, 2011, the Company’s contributions to multi-employer and defined contribution pension plans were $5.9 million and $2.6 million, respectively.

Income Taxes

3 Months Ended

Mar. 31, 2011

Income Taxes

Income Taxes

8. Income Taxes

Income tax expense from continuing operations increased primarily due to higher earnings from continuing operations for the three months ended March 31, 2011 compared with the three months ended March 31, 2010. The effective income tax rate related to continuing operations for the three months ended March 31, 2011 was 24.7% compared with 24.1% for the three months ended March 31, 2010. The effective income tax rate increased slightly due to changes in expected earnings mix within the geographies in which the Company conducts business.

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 March 31, 2011 was $48.5 million including interest and penalties. Within the next twelve months, it is reasonably possible that up to $10.5 million of such amount will be recognized upon settlement of tax examinations and the expiration of various statutes of limitation.

Commitments and Contingencies

3 Months Ended

Mar. 31, 2011

Commitments and Contingencies

Commitments and Contingencies

9. Commitments and Contingencies

Environmental

The Company is involved in a number of environmental remediation investigations and cleanups and, along with other companies, has been identified as a “potentially responsible party” for certain waste disposal sites. While each of these matters is subject to various uncertainties, it is probable that the Company will agree to make payments toward funding certain of these activities and it is possible that some of these matters will be decided unfavorably to the Company. The Company has evaluated its potential liability, and its financial exposure is dependent upon such factors as the continuing evolution of environmental laws and regulatory requirements, the availability and application of technology, the allocation of cost among potentially responsible parties, the years of remedial activity required and the remediation methods selected. The Condensed Consolidated Balance Sheets at March 31, 2011 and December 31, 2010 include accruals in Other current liabilities of $2.4 million and $4.2 million, respectively, for environmental matters. The amounts charged against pre-tax income related to environmental matters totaled $0.2 million and $0.4 million for the three months ended March 31, 2011 and 2010, respectively.

In January 2010, the Company received a Notification of Penalty (“NOP”) from the United States Environmental Protection Agency (the “EPA”) with respect to its Saxonburg, Pennsylvania (no longer in existence) and Sarver, Pennsylvania facilities of the Harsco Metals & Minerals Segment. The EPA issued the NOP for the Company’s alleged failure to file certain reports relating to the storage of certain chemicals commonly used by the business, with the appropriate state and local agencies. The Company settled the matter with the EPA pursuant to the terms of a Consent Agreement and Final Order, which included the Company paying a penalty of approximately $146,000.

In December 2010, the EPA issued a Notice of Violation in connection with the Warren, Ohio site of the Company’s Harsco Metals & Minerals Segment. The EPA and the Company have entered into negotiations to settle this matter. The penalties associated with settling this matter could exceed $100,000 but are not expected to be material.

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 at 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, the reorganized TWI emerged from bankruptcy. On August 23, 2010, TWI commenced an adversary proceeding against the Company and certain third party tort plaintiffs in the Bankruptcy Court seeking an order declaring that the rejection order excuses TWI’s contractual assumption of the assumed liabilities. On November 23, 2010, the Bankruptcy Court issued an opinion and entered an order granting the Company’s motion to dismiss and holding that TWI’s assumption of certain assumed liabilities was not rejected during the bankruptcy. On February 8, 2011, TWI, the Company and certain insurers reached a settlement regarding these matters, the terms of which are confidential.

The Company recorded a pre-tax charge of $5.0 million in 2010 related to potential and contingent third party tort claims and this charge was recorded in Loss on disposal of discontinued business. The Company believes that sufficient coverage for claims relating to these matters exists, both as a result of the settlement and reserves established prior to the settlement. 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. As of March 31, 2011, the tax assessment from the SPRA is approximately $4 million, with penalty, interest and fees assessed to date increasing such amount by an additional $29 million. All such amounts include the effect of foreign currency translation. The increase in such amount since the Company’s last Annual Report filed on Form 10-K is due primarily to an increase in the assessed interest (which increases at a statutorily determined amount per month), plus the inclusion by the SPRA of statutorily mandated legal fees, which are calculated as a percentage of the total assessed amounts due, inclusive of penalty and interest.

The Company continues to believe that it does not have liability for this assessment, believes that sufficient coverage for these claims exists as a result of certain third party indemnification obligations and will continue to evaluate its liability with regard to this dispute on a quarterly basis. The Company intends to vigorously contest this dispute under various alternatives, including judicial appeal. Although results of operations and cash flows for a given period could be adversely affected by this dispute, management believes that the ultimate outcome of this dispute will not have a material adverse effect on the Company’s 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.

At March 31, 2011, there are 19,293 pending asbestos personal injury claims filed against the Company. Of these cases, 18,786 are pending in the New York Supreme Court for New York County in New York State. The other claims, totaling 507, 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 March 31, 2011, the Company has obtained dismissal by stipulation, or summary judgment prior to trial, in 25,381 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. At March 31, 2011, the Company has been listed as a defendant in 1,042 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 covered by third-party insurance, the Company records an insurance claim receivable to reflect the covered liability. Insurance claim receivables are included in Other receivables in the Company’s Condensed Consolidated Balance Sheets. See Note 1, “Summary of Significant Accounting Policies,” of the Company’s Form 10-K for the year ended December 31, 2010, for additional information on Accrued Insurance and Loss Reserves.

Reconciliation of Basic and Diluted Shares

3 Months Ended

Mar. 31, 2011

Reconciliation of Basic and Diluted Shares

Reconciliation of Basic and Diluted Shares

10. Reconciliation of Basic and Diluted Shares

	Three Months Ended March 31
(In thousands, except per share amounts)	2011		2010
Income from continuing operations attributable to Harsco Corporation common stockholders	$	12,256	$	7,783

Weighted average shares of common stock outstanding - basic	80,695		80,543
Dilutive effect of stock-based compensation	249		200
Weighted average shares of common stock outstanding - diluted	80,944		80,743

Earnings from continuing operations per common share, attributable to Harsco Corporation common stockholders:
Basic	$	0.15	$	0.10

Diluted	$	0.15	$	0.10

At March 31, 2011, all outstanding stock-based compensation units were included in the computation of diluted earnings per share. At March 31, 2010, there were 36,318 restricted stock units outstanding that were not included in the computation of diluted earnings per share because the effect was antidilutive.

Derivative Instruments, Hedging Activities and Fair Value

3 Months Ended

Mar. 31, 2011

Derivative Instruments, Hedging Activities and Fair Value

Derivative Instruments, Hedging Activities and Fair Value

11. Derivative Instruments, Hedging Activities and Fair Value

The Company uses derivative instruments, including foreign currency forward exchange contracts, commodity contracts and cross-currency interest rate swaps, 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 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 March 31, 2011, these deferred gains and losses will be reclassified to earnings over 10 to 15 years from the balance sheet date. The ineffective portion of all hedges, if any, is recognized currently in earnings.

The fair value of outstanding derivative contracts recorded as assets and liabilities in the Condensed Consolidated Balance Sheets at March 31, 2011 and December 31, 2010 were as follows:

	Asset Derivatives			Liability Derivatives
(In thousands)	Balance Sheet Location	Fair Value		Balance Sheet Location	Fair Value
March 31, 2011
Derivatives designated as hedging instruments:
Foreign currency forward exchange contracts	Other current assets	$	3	Other current liabilities	$	4
Cross-currency interest rate swaps	Other assets	23,516		Other liabilities	6,504
Total derivatives designated as hedging instruments		$	23,519		$	6,508

Derivates not designated as hedging instruments:
Foreign currency forward exchange contracts	Other current assets	$	1,199	Other current liabilities	$	751

	Asset Derivatives			Liability Derivatives
(In thousands)	Balance Sheet Location	Fair Value		Balance Sheet Location	Fair Value
December 31, 2010
Derivatives designated as hedging instruments:
Foreign currency forward exchange contracts	Other current assets	$	—	Other current liabilities	$	29
Cross-currency interest rate swaps	Other assets	31,803		Other liabilities	3,831
Total derivatives designated as hedging instruments		$	31,803		$	3,860

Derivates not designated as hedging instruments:
Foreign currency forward exchange contracts	Other current assets	$	2,787	Other current liabilities	$	1,042

The effect of derivative instruments on the Condensed Consolidated Statements of Income and the Condensed Consolidated Statements of Comprehensive Income for the three months ended March 31, 2011 and 2010 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 March 31, 2011:
Foreign currency forward exchange contracts	$	(527	)		$	—		$	—
Cross-currency interest rate swaps	7,821				—		Cost of services and products sold	(18,781		)(a)

	$	7,294			$	—		$	(18,781	)

For the three months ended March 31, 2010:
Foreign currency forward exchange contracts	$	139			$	—		$	—
Cross-currency interest rate swap	(1,765		)		—		Cost of services and products sold	14,504		(a)

	$	(1,626	)		$	—		$	14,504

(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 March 31 (a)
(In thousands)	Income on Derivative	2011			2010

Foreign currency forward exchange contracts	Cost of services and products sold	$	(5,121	)	$	2,680

(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.

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 stockholders’ equity.

The Company uses derivative instruments to hedge cash flows related to foreign currency fluctuations. At March 31, 2011 and December 31, 2010, the Company had $270.3 million and $214.2 million of contracted amounts, respectively, of foreign currency forward exchange contracts outstanding. These contracts are part of a worldwide program to minimize foreign currency exchange-related 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 unsecured contracts outstanding at March 31, 2011 mature at various times within eight 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 creditworthiness 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 sales transactions.

The following tables summarize, by major currency, the contractual amounts of the Company’s foreign currency forward exchange contracts in U.S. dollars at March 31, 2011 and December 31, 2010. The “Buy” amounts represent the U.S. dollar equivalent of commitments to purchase foreign currencies, and the “Sell” amounts represent the U.S. dollar equivalent of commitments to sell foreign currencies. The recognized gains and losses offset amounts recognized in cost of services and products sold principally as a result of intercompany or third party foreign currency exposures.

March 31, 2011
(In thousands)	Type	U.S. Dollar Equivalent		Maturity	Recognized Gain (Loss)
British pounds sterling	Sell	$	31,485	April 2011 through June 2011	$	93
British pounds sterling	Buy	2,326		April 2011 through May 2011	(47		)
Euros	Sell	106,602		April 2011 through June 2011	136
Euros	Buy	69,818		April 2011 through May 2011	153
Hong Kong dollar	Sell	22,904		April 2011	—
Hong Kong dollar	Buy	22,909		April 2011	1
Other currencies	Sell	8,510		April 2011 through November 2011	(30		)
Other currencies	Buy	5,784		April 2011	141
Total		$	270,338		$	447

December 31, 2010
(In thousands)	Type	U.S. Dollar Equivalent		Maturity	Recognized Gain (Loss)
British pounds sterling	Sell	$	54,479	January 2011 through May 2011	$	1,806
British pounds sterling	Buy	208		January 2011 through May 2011	(2		)
Euros	Sell	93,831		January 2011 through February 2011	(104		)
Euros	Buy	44,571		January 2011 through February 2011	(338		)
Other currencies	Sell	5,314		January 2011 through November 2011	(86		)
Other currencies	Buy	15,748		January 2011	441
Total		$	214,151		$	1,717

In addition to foreign currency forward exchange contracts, the Company designates certain loans as hedges of net investments in foreign subsidiaries. The Company recorded pre-tax net losses of $6.9 million and pre-tax net gains of $19.2 million related to hedges of net investments during the three months ended March 31, 2011 and 2010, respectively, into Accumulated other comprehensive loss, which is a separate component of stockholders’ equity.

Cross-Currency Interest Rate Swaps

The Company uses cross-currency interest rate swaps in conjunction with certain debt issuances in order to secure a fixed local currency interest rate. Under these cross-currency interest rate swaps, the Company receives interest based on a fixed U.S. dollar rate and pays interest on a fixed local currency rate based on the contractual amounts in dollars and the local currency, respectively. The cross-currency interest rate swaps are 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 income statement and offset currency fluctuation effects on the debt principal.

Cross-Currency Interest	Contractual		Interest Rates
Rate Swap	Amount		Receive	Pay
Maturing 2018	$	250,000	Fixed U.S. dollar rate	Fixed euro rate
Maturing 2020	220,000		Fixed U.S. dollar rate	Fixed British pound sterling rate

Fair Value of Derivative Assets and Liabilities and Other Financial Instruments

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

The fair value hierarchy distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity’s own assumptions about market participant assumptions 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 March 31, 2011 and December 31, 2010:

Level 2 Fair Value Measurements

(In thousands)	March 31 2011		December 31 2010
Assets
Foreign currency forward exchange contracts	$	1,202	$	2,787
Cross-currency interest rate swaps	23,516		31,803

Liabilities
Foreign currency forward exchange contracts	755		1,071
Cross-currency interest rate swaps	6,504		3,831

Level 3 Fair Value Measurements

(In thousands)	March 31 2011		December 31 2010
Liabilities
Contingent consideration for acquisitions	$	—	$	3,872

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 ended March 31:

Level 3 Liabilities - Contingent Consideration for the Three Months Ended March 31

(In thousands)	2011			2010
Balance at beginning of period	$	3,872		$	9,735
Acquisitions during the period	—			4,618
Fair value adjustments included in earnings	(3,966		)	(8,264		)
Effect of exchange rate changes	94			(317		)
Balance at end of period	$	—		$	5,772

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 March 31, 2011 and December 31, 2010, the total fair value of long-term debt, including current maturities, was $906.9 million and $905.0 million, respectively, compared to carrying value of $858.4 million and $853.7 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.

Review of Operations by Segment

3 Months Ended

Mar. 31, 2011

Review of Operations by Segment

Review of Operations by Segment

12. Review of Operations by Segment

	Three Months Ended March 31
(In thousands)	2011			2010
Revenues From Continuing Operations
Harsco Metals & Minerals	$	391,737		$	344,262
Harsco Infrastructure	261,567			250,629
Harsco Rail	62,602			95,402
Harsco Industrial	63,149			52,053
Corporate	—			60
Total Revenues From Continuing Operations	$	779,055		$	742,406

Operating Income (Loss) From Continuing Operations
Harsco Metals & Minerals	$	28,605		$	19,284
Harsco Infrastructure	(17,491		)	(19,273		)
Harsco Rail	8,123			20,414
Harsco Industrial	10,674			8,378
Corporate	(875		)	(564		)
Total Operating Income From Continuing Operations	$	29,036		$	28,239

Reconciliation of Segment Operating Income to Consolidated Income From Continuing Operations Before Income Taxes and Equity Income

	Three Months Ended March 31
(In thousands)	2011			2010
Segment operating income	$	29,911		$	28,803
General Corporate expense	(875		)	(564		)
Operating income from continuing operations	29,036			28,239
Interest income	720			461
Interest expense	(11,935		)	(16,119		)
Income from continuing operations before income taxes and equity income	$	17,821		$	12,581

Other Expenses (Income)

3 Months Ended

Mar. 31, 2011

Other Expenses (Income)

Other Expenses (Income)

13. Other Expenses (Income)

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 March 31
(In thousands)	2011			2010
Restructuring costs	$	4,836		$	9,337
Net gains from sale of non-core assets	(1,056		)	(3,669		)
Contingent consideration adjustments	(3,966		)	(8,264		)
Other	657			87
Other expenses (income)	$	471		$	(2,509	)

Restructuring Programs

3 Months Ended

Mar. 31, 2011

Restructuring Programs

Restructuring Programs

14. Restructuring Programs

Fourth Quarter 2010 Harsco Infrastructure Program

On December 8, 2010, the Company approved a restructuring plan for the Harsco Infrastructure Segment (the “Fourth Quarter 2010 Harsco Infrastructure Program”). This restructuring initiative was in response to global economic and financial conditions that were adversely affecting this Segment’s end markets. These conditions included such factors as the following:

· a continued lack of meaningful commercial and multi-family construction activity in various regions of the world served by the Harsco Infrastructure Segment;

· pricing pressures as customers worldwide continued to seek lower cost solutions; and

· postponements, deferrals and cancellation of jobs and projects.

This restructuring initiative is part of an ongoing transformation strategy within the Harsco Infrastructure Segment to improve organizational efficiency and enhance profitability and stockholder value. The strategy includes optimizing the Segment as a more streamlined, efficient, cost-effective, disciplined and market-focused global platform. Objectives of the program include balancing short-term profitability goals with long-term strategies to establish a platform upon which the business can grow with limited fixed investment and generate annual operating expense savings to strengthen 2011 and future performance. Under this restructuring program, the Harsco Infrastructure Segment further reduced its branch structure; consolidated and/or closed administrative office locations; further reduced its global workforce; and rationalized its product lines.

At March 31, 2011, the Company completed workforce reductions of 309 employees of a total expected workforce reduction of 494 employees. The remaining workforce reductions and exit activities are targeted for completion during the remainder of 2011.

The restructuring accrual for the Fourth Quarter 2010 Harsco Infrastructure Program at March 31, 2011 and the activity for the three months then ended are as follows:

(In thousands)	Accrual December 31 2010		Adjustments to Previously Recorded Restructuring Charges (a)			Cash Expenditures			Foreign Currency Translation		Remaining Accrual March 31 2011
Employee termination benefit costs	$	9,254	$	(667	)	$	(3,115	)	$	313	$	5,785
Cost to exit activities	21,449		2,631			(7,141		)	284		17,223
Other	97		—			(56		)	—		41
Total	$	30,800	$	1,964		$	(10,312	)	$	597	$	23,049

(a) Adjustments to previously recorded restructuring charges resulted from changes in facts and circumstances in the implementation of these activities as well as the timing of additional expenses recognized under U.S. GAAP.

The majority of the remaining cash expenditures of $23.0 million related to these actions are expected to be paid throughout 2011 and 2012.

Prior Restructuring Programs

As a result of the continued financial and economic downturn, the Company implemented other actions throughout 2010 to further reduce its cost structure and close certain facilities. These actions were in addition to the Fourth Quarter 2010 Harsco Infrastructure Program, which is described above. Through March 31, 2011, the Company completed workforce reductions related to these actions of 232 employees of a total expected workforce reduction of 249 employees for the Harsco Infrastructure Segment; and reductions of 76 employees of a total expected workforce reduction of 242 employees for the Harsco Metals & Minerals Segment. Remaining workforce reductions and costs to exit activities are targeted for completion during the remainder of 2011.

The restructuring accrual for the previous restructuring programs at March 31, 2011 and the activity for the three months then ended are as follows:

(In thousands)	Accrual December 31 2010		Cash Expenditures			Foreign Currency Translation		Remaining Accrual March 31 2011
Harsco Infrastructure Segment
Employee termination benefit costs	$	905	$	(421	)	$	15	$	499
Cost to exit activities	413		(246		)	10		177
Total Harsco Infrastructure Segment	1,318			(667	)		25	676

Harsco Metals & Minerals Segment
Employee termination benefit costs	2,109			(551	)		8	1,566
Cost to exit activities	864		(68		)	29		825
Total Harsco Metals & Minerals Segment	2,973			(619	)		37	2,391
Total	$	4,291	$	(1,286	)	$	62	$	3,067

The majority of the remaining cash expenditures of $3.1 million related to these actions are expected to be paid throughout 2011.

Document and Entity Information - shares	3 Months Ended
Document and Entity Information - shares	Mar. 31, 2011	Apr. 29, 2011
Document and Entity Information
Entity Registrant Name	HARSCO CORP
Entity Central Index Key	0000045876
Document Type	10-Q
Document Period End Date	Mar. 31, 2011
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		80,670,645
Document Fiscal Year Focus	2011
Document Fiscal Period Focus	Q1