The following discussion should be read in conjunction with the accompanying
unaudited condensed consolidated financial statements as well as the audited
consolidated financial statements of the Company, including the notes thereto,
included in the Company's Annual Report on Form 10-K for the year ended
December 31, 2021 which includes additional information about the Company's
critical accounting policies, contractual obligations, practices and the
transactions that support the financial results, and provides a more
comprehensive summary of the Company's outlook, trends and strategies for 2022
and beyond.

Certain amounts included in Item 2 of this Quarterly Report on Form 10-Q are
rounded in millions and all percentages are calculated based on actual amounts.
As a result, minor differences may exist due to rounding.

Forward-Looking Statements
The nature of the Company's business, together with the number of countries in
which it operates, subject it to changing economic, competitive, regulatory and
technological conditions, risks and uncertainties. In accordance with the "safe
harbor" provisions of Section 27A of the Securities Act of 1933 and Section 21E
of the Securities Exchange Act of 1934, the Company provides the following
cautionary remarks regarding important factors that, among others, could cause
future results to differ materially from the results contemplated by
forward-looking statements, including the expectations and assumptions expressed
or implied herein. Forward-looking statements contained herein could include,
among other things, statements about management's confidence in and strategies
for performance; expectations for new and existing products, technologies and
opportunities and expectations regarding growth, sales, cash flows, and
earnings. Forward-looking statements can be identified by the use of such terms
as "may," "could," "expect," "anticipate," "intend," "believe," "likely,"
"estimate," "outlook," "plan" or other comparable terms.

Factors that could cause actual results to differ, perhaps materially, from
those implied by forward-looking statements include, but are not limited to:
(1) changes in the worldwide business environment in which the Company operates,
including changes in general economic conditions or changes due to COVID-19 and
governmental and market reactions to COVID-19; (2) changes in currency exchange
rates, interest rates, commodity and fuel costs and capital costs; (3) changes
in the performance of equity and bond markets that could affect, among other
things, the valuation of the assets in the Company's pension plans and the
accounting for pension assets, liabilities and expenses; (4) changes in
governmental laws and regulations, including environmental, occupational health
and safety, tax and import tariff standards and amounts; (5) market and
competitive changes, including pricing pressures, market demand and acceptance
for new products, services and technologies; (6) the Company's inability or
failure to protect its intellectual property rights from infringement in one or
more of the many countries in which the Company operates; (7) failure to
effectively prevent, detect or recover from breaches in the Company's
cybersecurity infrastructure; (8) unforeseen business disruptions in one or more
of the many countries in which the Company operates due to political
instability, civil disobedience, armed hostilities, public health issues or
other calamities; (9) disruptions associated with labor disputes and increased
operating costs associated with union organization; (10) the seasonal nature of
the Company's business; (11) the Company's ability to successfully enter into
new contracts and complete new acquisitions or strategic ventures in the
time-frame contemplated, or at all; (12) the Company's ability to negotiate,
complete, and integrate strategic transactions; (13) failure to complete a
process for the divestiture of the Rail division, as announced on November 2,
2021 on satisfactory terms, or at all; (14) potential severe volatility in the
capital or commodity markets; (15) failure to retain key management and
employees; (16) the outcome of any disputes with customers, contractors and
subcontractors; (17) the financial condition of the Company's customers,
including the ability of customers (especially those that may be highly
leveraged, have inadequate liquidity or whose business is significantly impacted
by COVID-19) to maintain their credit availability; (18) implementation of
environmental remediation matters; (19) risk and uncertainty associated with
intangible assets; (20) the risk that the Company may be unable to implement
fully and successfully the expected incremental actions at the Harsco Clean
Earth Segment due to market conditions or otherwise and may fail to deliver the
expected resulting benefits; and (21) other risk factors listed from time to
time in the Company's SEC reports. A further discussion of these, along with
other potential risk factors, can be found in Part II, Item 1A, "Risk Factors,"
below, as well as Part I, Item 1A, "Risk Factors," of the Company's Annual
Report on Form 10-K for the year ended December 31, 2021. The Company cautions
that these factors may not be exhaustive and that many of these factors are
beyond the Company's ability to control or predict. Accordingly, forward-looking
statements should not be relied upon as a prediction of actual results. The
Company undertakes no duty to update forward-looking statements except as may be
required by law.
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Executive Overview

The Company is a market-leading, global provider of environmental solutions for
industrial, retail and medical waste streams. The Company's operations consist
of two reportable segments: Harsco Environmental and Harsco Clean Earth. The
Harsco Environmental Segment operates primarily under long-term contracts,
providing critical environmental services and material processing to the global
steel and metals industries, including zero waste solutions for manufacturing
byproducts within the metals industry. The Harsco Clean Earth Segment provides
waste management services including transportation, specialty waste processing,
recycling and beneficial reuse solutions for hazardous waste and soil and
dredged materials. The Company has locations in approximately 30 countries,
including the U.S. The Company was incorporated in 1956.

The Company maintains a positive long-term outlook across all businesses
supported by favorable underlying growth characteristics in its businesses and
investments by the Company to further supplement growth. The Company's view for
the remainder of 2022 and beyond is supported by the below factors, which should
be considered in the context of other risks, trends and strategies in the
Company's Annual Report on Form 10-K for the year ended December 31, 2021.

•Harsco Environmental's 2022 results are expected to be below prior-year
performance primarily due to the impacts of inflation, foreign exchange
translation, exited contracts, lower service and ecoproducts volumes largely
attributable to the energy-crisis in Europe and certain items recognized in the
prior year such as the recovery of Brazil non-income tax expense and asset sale
gains not repeating, partially offset by higher environmental services demand at
certain sites. The global steel market is currently experiencing a period of
volatility due to the Russian-Ukraine conflict and the resulting energy crisis
in Europe, as well as a change to the economic conditions due to rising interest
rates which is expected to impact Harsco Environmental's performance in the
coming quarters. To mitigate the impact of the pressures, the Company is taking
action through lowering overall spending and capital expenditures to support its
financial results and cash flows. Over the longer-term, the Company expects that
the Harsco Environmental Segment's growth will be driven by economic growth that
supports higher global steel consumption as well as investments and innovation
that support the environmental solutions needs of customers.

•Harsco Clean Earth results in 2022 are anticipated to be below prior-year
levels due to unprecedented inflation in certain operating costs, including
transportation, containers and disposal, and challenges related to labor
availability. These impacts will be partially offset by commercial initiatives
and cost-reduction actions. Clean Earth has implemented a number of actions that
have improved profitability in the third quarter of 2022 and are expected to
support financial results for the remainder of the year. These actions include
price increases and additional cost and efficiency initiatives focused on
mitigating the impact of these inflationary costs. Long-term, the Company
expects this segment to benefit from positive underlying market trends,
supported by increased environmental regulation, further growth opportunities
and its attractive asset position, as well as from the less cyclical and
recurring nature of this business.

Results of Operations

Segment Results
                                           Three Months Ended             Nine Months Ended
                                              September 30                   September 30
(In millions, except percentages)          2022           2021           2022            2021
Revenues:
   Harsco Environmental                $   264.7       $ 269.9       $   804.4       $   800.4
   Harsco Clean Earth                      222.2         200.5           616.4           585.9

Total Revenues                         $   486.9       $ 470.4       $ 1,420.8       $ 1,386.3
Operating Income (Loss):
   Harsco Environmental                $    22.1       $  27.6       $    63.9       $    83.8
   Harsco Clean Earth                       17.3           9.9           (95.7)           20.5

   Corporate                                (9.3)        (10.6)          (27.4)          (31.9)
Total Operating Income                 $    30.1       $  26.9       $   (59.2)      $    72.4
Operating Margins:
   Harsco Environmental                      8.4  %       10.2  %          7.9  %         10.5  %
   Harsco Clean Earth                        7.8  %        4.9  %        (15.5) %          3.5  %

Consolidated Operating Margin                6.2  %        5.7  %         (4.2) %          5.2  %



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Harsco Environmental Segment:

                                                                                September 30, 2022
                                                                                                 Nine Months
Significant Effects on Revenues (In millions)                         Three Months Ended            Ended
Revenues - 2021                                                      $        269.9             $     800.4

Net effects of price/volume changes, primarily attributable to volume changes

                                                                 19.3                    65.1
Impact of foreign currency translation                                        (24.1)                  (50.9)
Net impact of new and lost contracts                                            0.1                    (8.7)

Other                                                                          (0.5)                   (1.5)
Revenues - 2022                                                      $        264.7             $     804.4

The following factors contributed to the changes in operating income during the three and nine months ended September 30, 2022.



Factors Positively Affecting Operating Income:
•Operating income was positively affected by increased revenue under
environmental services contracts due, in part, to higher overall service levels
at certain sites for the three and nine months ended September 30, 2022.

Factors Negatively Impacting Operating Income:
•Impact of cost increases relating to raw materials, labor, maintenance, and
freight due to inflation, including the impact of increased fuel costs on
existing contracts of $5.3 million and $14.3 million for the three and nine
months ended September 30, 2022, respectively.
•Lower asset sale gains of $1.2 million and $7.0 million during the three and
nine months ended September 30, 2022, respectively, as compared to the three and
nine months ended September 30, 2021.
•Foreign currency translation reduced operating income by $2.8 million and $5.7
million during the three and nine months ended September 30, 2022, respectively.
•Lower recovery of Brazil non-income tax expense of $2.4 million during the nine
months ended September 30, 2022, as compared to the nine months ended September
30, 2021.

Harsco Clean Earth Segment:

                                                                                 September 30, 2022
                                                                                                  Nine Months
Significant Effects on Revenues (In millions)                          Three Months Ended            Ended
Revenues-2021                                                         $        200.5             $     585.9
Net effects of price/volume changes                                             21.8                    30.8
Other                                                                           (0.1)                   (0.3)
Revenues - 2022                                                       $        222.2             $     616.4

The following factors contributed to the changes in operating income (loss) during the three and nine months ended September 30, 2022.



Factors Positively Affecting Operating Income:
•Favorable changes in pricing and cost reductions, offset by the impact of cost
inflation on transportation, disposal, container and fuel costs, in the
hazardous waste business of $8.7 million during the three months ended September
30, 2022 .
•Lower selling, general and administrative expense ("SG&A") of $2.2 million and
$4.3 million during the three and nine months ended September 30, 2022,
respectively, due principally to lower incentive compensation expense and
professional fees, when compared to the same periods in 2021.

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Factors Negatively Impacting Operating Income:
•Goodwill impairment charge of $104.6 million recorded during the nine months
ended September 30, 2022.
•The impact of cost inflation on transportation, disposal, container and fuel
costs, in addition to lower volume, net of favorable changes due to price
increases and cost reductions, decreased operating income by $7.3 million in the
hazardous waste business for the nine months ended September 30, 2022.
•The impact of cost inflation on transportation, disposal and labor costs in the
soil and dredged material business decreased operating income by $2.4 million
and $3.7 million during the three and nine months ended September 30, 2022,
respectively.

Consolidated Results

                                                                                                                September 30
                                                                                          Three Months Ended                    Nine Months Ended
(In millions, except per share amounts and percentages)                                  2022              2021              2022               2021
Total revenues                                                              

$ 486.9 $ 470.4 $ 1,420.8 $ 1,386.3 Cost of services and products sold

                                                       392.8            375.3            1,173.0            1,108.2
Selling, general and administrative expenses                                              64.1             70.6              201.2              213.0
Research and development expenses                                                          0.2              0.3                0.5                0.8
Goodwill impairment charge                                                                   -                -              104.6                  -
Other (income) expenses, net                                                              (0.4)            (2.8)               0.5               (8.0)
Operating income (loss) from continuing operations                                        30.1             26.9              (59.1)              72.3
Interest income                                                                            1.0              0.5                2.3                1.7
Interest expense                                                                         (19.8)           (15.7)             (51.5)             (47.6)
Facility fees and debt-related income (expense)                                           (2.5)            (0.2)              (0.9)              (5.5)

Defined benefit pension income                                                             2.1              3.9                6.8               11.8

Income (loss) from continuing operations before income taxes and equity income

            10.9             15.4             (102.5)              

32.6


Income tax benefit (expense) from continuing operations                                   (9.4)            (7.8)              (7.5)             (14.7)
Equity income (loss) of unconsolidated entities, net                                      (0.1)            (0.3)              (0.4)              (0.5)
Income (loss) from continuing operations                                                   1.4              7.3             (110.4)              17.4

Income (loss) from discontinued businesses                                                 2.0              1.3              (35.2)              12.9
Income tax benefit (expense) related to discontinued operations                           (0.5)             1.2                5.3               (3.8)
Income (loss) from discontinued operations, net of tax                                     1.5              2.5              (29.9)               9.1
Net income (loss)                                                                          2.9              9.8             (140.3)              26.5
Total other comprehensive income (loss)                                                  (25.6)            (9.0)             (42.7)              10.1
Total comprehensive income (loss)                                                        (22.7)             0.8             (183.0)              36.6

Diluted earnings (loss) per common share from continuing operations attributable to Harsco Corporation common stockholders

$ 0.01 $ 0.06 $ (1.43) $ 0.15 Effective income tax rate for continuing operations


              85.8  %          50.7  %            (7.3) %            45.1  %


Comparative Analysis of Consolidated Results

Revenues


Revenues for the third quarter of 2022 increased $16.5 million, or 3.5%, from
the third quarter of 2021. Revenues for the nine months ended September 30, 2022
increased $34.4 million, or 2.5%, from the six months ended September 30, 2021.
Foreign currency translation decreased revenues by $24.1 million and $50.9
million for the third quarter and nine months ended September 30, 2022,
respectively, compared with the same period in the prior year. Refer to the
discussion of segment results above for information pertaining to factors
positively affecting and negatively impacting revenues.

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Cost of Services and Products Sold
Cost of services and products sold for the third quarter of 2022 increased $17.5
million, or 4.7%, from the third quarter of 2021. Costs of services and products
sold for the nine months ended September 30, 2022 increased $64.8 million, or
5.9%, from the nine months ended September 30, 2021. The changes in cost of
services and products sold were attributable to the following significant items:

                                                                                  September 30, 2022
                                                                                                   Nine Months
(In millions)                                                           Three Months Ended            Ended
Change in costs due to changes in revenues volume                      $       13.3               $      45.7

Changes in costs due to change in prices, including materials, labor, fuel, transportation and maintenance

                                    23.1                      54.7
Impact of foreign currency translation                                        (20.2)                    (43.2)
Other                                                                           1.3                       7.6

Total change in cost of services and products sold - 2022 vs.
2021                                                                   $       17.5               $      64.8



Selling, General and Administrative Expenses
SG&A for the third quarter of 2022 decreased $6.5 million, or 9.2%, from the
third quarter of 2021. SG&A for the nine months ended September 30, 2022
decreased $11.8 million, or 5.5%, from the nine months ended September 30, 2021.
The decreases include a $6.1 million reduction in compensation expense for the
both three and nine months ended September 30, 2022, principally for incentive
compensation. In addition, the nine months ended September 30, 2022 included a
$5.1 million decrease in professional fees, principally in the Company's Clean
Earth and Corporate segments.

Goodwill Impairment Charge
The Company recorded a goodwill impairment charge of $104.6 million in the
Harsco Clean Earth Segment during the nine months ended September 30, 2022. See
Note 8, Goodwill and Other Intangible Assets, in Part I, Item 1, Financial
Statements for further discussion regarding the goodwill impairment charge.

Other (Income) Expenses, Net
The major components of this Condensed Consolidated Statements of Operations
caption are as follows:

                                            Three Months Ended            Nine Months Ended
                                               September 30                 September 30
(In thousands)                              2022           2021          2022           2021

Employee termination benefit costs $ 1,412 $ (65) $ 1,707 $ 1,102



Other costs to exit activities                 239           (27)         1,299           611
Impaired asset write-downs                       4            41            359           203

Net gains                                   (1,077)       (1,575)        (2,981)       (8,622)
Other                                         (929)       (1,209)           131        (1,287)
Other (income) expenses, net            $     (351)     $ (2,835)     $     515      $ (7,993)



Interest Expense
Interest expense during the third quarter of 2022 increased by $4.0 million,
compared to the third quarter of 2021. Interest expense during the nine months
ended September 30, 2022 increased by $3.9 million, compared with the nine
months ended September 30, 2021. The increase during the three and nine months
ended September 30, 2022 primarily relates to higher weighted average interest
rates, in addition to higher borrowings, related to the amended Senior Secured
Credit Facilities.

Facility Fees and Debt-Related Income (Expense)
During the three and nine months ended September 30, 2022, the Company
recognized expense of $2.5 million and $0.9 million, respectively, which
included fees related to amending its Senior Secured Credit Facilities and fees
related to the Company's Account Receivable Securitization Facility. A $2.3
million gain on the repurchase of $25.0 million of Senior Notes recognized
during the nine months ended September 30, 2022 partially offset these expenses.
See Note 9, Debt and Credit Agreements, in Part I, Item 1, Financial Statements.

During the three and nine months ended September 30, 2021, the Company recognized $0.2 million and $5.5 million, respectively, of fees and other costs primarily related to the amended Senior Secured Credit Facilities.


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Defined Benefit Pension Income
Defined benefit pension income for the third quarter of 2022 was $2.1 million,
compared with defined benefit pension income of $3.9 million during the third
quarter of 2021. Defined benefit pension income for the nine months ended
September 30, 2022 was $6.8 million, compared with defined benefit pension
income of $11.8 million for the nine months ended September 30, 2021. The
decrease is primarily the result of a lower assumed rate of return on plan
assets at December 31, 2021.

Income Tax Benefit (Expense)
Income tax expense from continuing operations for the three and nine months
ended September 30, 2022 was $9.4 million and $7.5 million, respectively,
compared with $7.8 million and $14.7 million for the three and nine months ended
September 30, 2021, respectively. Income tax expense from continuing operations
for the three months ended September 30, 2022 compared with the three months
ended September 30, 2021 increased primarily due to disallowed interest expense
in U.S. due to lower taxable income, offset by lower operating income as a
result of cost increases due to inflation. Income tax expense from continuing
operations for the nine months ended September 30, 2022 compared with the nine
months ended September 30, 2021 decreased primarily from lower operating income
as a result of cost increases due to inflation and labor shortages, and the tax
benefit on a portion of the Harsco Clean Earth Segment goodwill impairment.

Income (Loss) from Continuing Operations
Income (loss) from continuing operations was $1.4 million and $(110.4) million
for the three and nine months ended September 30, 2022, respectively, compared
to income from continuing operations of $7.3 million and $17.4 million for the
three and nine months ended September 30, 2021, respectively. The primary
drivers for these increases are noted above.

Income (Loss) from Discontinued Operations
The operating results of the former Harsco Rail Segment and costs directly
attributable to the sale of the business, have been reflected as discontinued
operations in the Company's Condensed Consolidated Statement of Operations for
all periods presented. In addition, this caption includes costs directly
attributable to retained contingent liabilities of other previously disposed
businesses. The decrease in income during the nine months ended September 30,
2022 was related primarily to the recognition of additional forward estimated
loss provisions of $35.9 million for certain contracts in the Rail business, as
well lower business performance due to reduced revenue for railway track
maintenance equipment, when compared to the nine months ended September 30,
2021. It is possible that the Company's overall estimate of liquidated damages,
penalties and costs to complete these contracts may increase, which would result
in an additional estimated forward loss provision at such time. See Note 3,
Dispositions, in Part I, Item 1, Financial Statements.

Total Other Comprehensive Income (Loss)
Total other comprehensive loss was $25.6 million and $42.7 million in the three
and nine months ended September 30, 2022, respectively, compared with total
other comprehensive income of $9.0 million and $10.1 million in the three and
nine months ended of September 30, 2021, respectively. The primary driver of
these decreases is the strengthening of the U.S. dollar against certain
currencies inclusive of the impact of foreign currency translation of cumulative
unrecognized actuarial losses on the Company's pension obligations, reflective
of the strengthening of the U.S dollar during the nine months ended September
30, 2022.


Liquidity and Capital Resources



Cash Flow Summary
The Company currently expects to have sufficient financial liquidity and
borrowing capacity to support the strategies within each of its businesses and
its current operating and debt service needs. The Company currently expects
operational and business needs to be met by cash provided by operations
supplemented with borrowings from time to time, principally under the Senior
Secured Credit Facilities. The Company supplements the cash provided by
operations with borrowings from time to time due to historical patterns of
seasonal cash flow and the funding of various projects. The Company regularly
assesses capital needs in the context of operational trends and strategic
initiatives.

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The Company's cash flows from operating, investing and financing activities, as
reflected on the Condensed Consolidated Statements of Cash Flows, are summarized
in the following table:

                                                                                    Nine Months Ended
                                                                                      September 30
(In millions)                                                                    2022                 2021
Net cash provided (used) by:
Operating activities                                                       $    131.2             $    46.8
Investing activities                                                            (73.7)                (88.8)
Financing activities                                                            (50.8)                 44.2

Effect of exchange rate changes on cash and cash equivalents, including restricted cash

                                                        (8.8)                 (1.8)

Net change in cash and cash equivalents, including restricted cash $ (2.1)

$     0.4


Net cash provided by operating activities - Net cash provided by operating
activities in the first nine months of 2022 was $131.2 million, an increase in
cash flows of $84.4 million from the first nine months of 2021. The primary
drivers of this increase is due to the sale of $145.0 million of its accounts
receivable through its AR Facility with PNC, partially offset by lower cash net
income.

Net cash used by investing activities - Net cash used by investing activities in
the first nine months of 2022 was $73.7 million, an increase in cash flows of
$15.1 million from the cash used in the first nine months of 2021. The increase
is primarily due to decreased capital expenditure purchases and higher net
proceeds received from the settlement of foreign currency forward exchange
contracts, partially offset by a decrease in the proceeds from sales of assets
in the Harsco Environmental Segment and payments made for settlements of
interest rate swaps.

Net cash (used) provided by financing activities - Net cash used by financing
activities in the first nine months of 2022 was $50.8 million, a decrease of
$95.0 million from the first nine months of 2021. The decrease was primarily due
to lower net cash borrowings of $98.9 million in the first nine months of 2022,
resulting from the use of the AR Facility proceeds to reduce long-term debt.

Effect of exchange rate changes on cash and cash equivalents, including
restricted cash - The decrease is due to the impact of the significant
strengthening of the U.S. dollar against certain currencies during the first
nine months of 2022 on the global cash balances held by the Company in these
currencies, including balances held in the Company's multicurrency cash pool.

Sources and Uses of Cash



The Company's principal sources of liquidity are cash provided by operations on
an annual basis and borrowings under the Senior Secured Credit Facilities,
augmented by cash proceeds from asset sales. In addition, the Company has other
bank credit facilities available throughout the world.  The Company expects to
continue to utilize all of these sources to meet future cash requirements for
operations and growth initiatives.

AR Facility
The Company maintains a trade receivables securitization facility to accelerate
cash flows from trade accounts receivable. Under the AR Facility, the Company
and its designated subsidiaries continuously sell their trade receivables as
they are originated to the wholly-owned bankruptcy-remote SPE. The SPE transfers
ownership and control of qualifying receivables to PNC up to a maximum purchase
commitment of $150.0 million. During the nine months ended September 30, 2022,
the Company received proceeds of $145.0 million related to the facility.

Summary of Senior Secured Credit Facilities and Notes: September 30

    December 31
(In millions)                                                    2022               2021
By type:
   New Term Loan                                            $       493.8      $      497.5
   Revolving Credit Facility                                        353.0             362.0
5.75% Senior Notes                                                  475.0             500.0
   Total                                                    $     1,321.8      $    1,359.5
By classification:
Current                                                     $         5.0      $        5.0
Long-term                                                         1,316.8           1,354.5
Total                                                       $     1,321.8      $    1,359.5



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                                                                                       September 30, 2022
                                                                                Outstanding            Outstanding             Available
(In millions)                                          Facility Limit             Balance           Letters of Credit           Credit

Revolving credit facility (a U.S.-based               $        700.0          $      353.0          $          32.2          $    314.8
program)



Debt Covenants
The Senior Secured Credit Facilities contain a consolidated net debt to
Consolidated Adjusted EBITDA ratio covenant, which is not to exceed 5.50x for
the quarter ending September 30, 2022 and through and including the quarter
ended December 31, 2023 and then decreasing quarterly until reaching 4.00x on
December 31, 2024. The Company's required coverage of consolidated interest
charges is set at a minimum of 2.75x. The total net leverage ratio covenant
applicable to the third quarter of 2024 and earlier is subject to a 0.50x
decrease upon divestiture of the former Harsco Rail segment.  At September 30,
2022 the Company was in compliance with these covenants, as the total net debt
to Consolidated Adjusted EBITDA ratio (as defined in the Credit Agreement) was
5.03x and total interest coverage ratio was 3.67x. Based on balances and
covenants in effect at September 30, 2022 the Company could increase net debt by
$120.3 million and remain in compliance with these debt covenants.
Alternatively, Consolidated Adjusted EBITDA could decrease by $21.9 million, and
the Company would remain in compliance with these covenants. The Company
believes it will continue to maintain compliance with these covenants based on
its current outlook.  However, the Company's estimates of compliance with these
covenants could change in the future with a continued deterioration in economic
conditions or an inability to successfully execute its plans to realize
increased pricing and to implement cost reduction initiatives that substantially
mitigate the impacts of inflation and other factors adversely impacting its
realized operating margins.

Cash Management
The Company has various cash management systems throughout the world that
centralize cash in various bank accounts where it is economically justifiable
and legally permissible to do so. These centralized cash balances are then
redeployed to other operations to reduce short-term borrowings and to finance
working capital needs or capital expenditures. Due to the transitory nature of
cash balances, they are normally invested in bank deposits that can be withdrawn
at will or in very liquid short-term bank time deposits and government
obligations. The Company's policy is to use the largest banks in the various
countries in which the Company operates. The Company monitors the
creditworthiness of banks and, when appropriate, will adjust banking operations
to reduce or eliminate exposure to less creditworthy banks.

At September 30, 2022, the Company's consolidated cash and cash equivalents
included $78.5 million held by non-U.S. subsidiaries and approximately 17% of
the Company's consolidated cash and cash equivalents had regulatory restrictions
that would preclude the transfer of funds with and among subsidiaries. Non-U.S.
subsidiaries also held $16.4 million of cash and cash equivalents in
consolidated strategic ventures. The strategic venture agreements may require
strategic venture partner approval to transfer funds with and among
subsidiaries. While the Company's remaining non-U.S. cash and cash equivalents
can be transferred with and among subsidiaries, the majority of these non-U.S.
cash balances will be used to support the ongoing working capital needs and
continued growth of the Company's non-U.S. operations.


Recently Adopted and Recently Issued Accounting Standards

Information on recently adopted and recently issued accounting standards is included in Note 2, Recently Adopted and Recently Issued Accounting Standards, in Part I, Item 1, Financial Statements.

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