Harsco Corporation Announces Third Quarter 2002 Results


HARRISBURG, Pa., Oct. 24, 2002 (PRIMEZONE) --


 -- Third Quarter GAAP Diluted Earnings Per Share of $0.63
 -- Free Cash Flow Totals $102 Million Year-To-Date, Up 685 Percent
    from Last Year
 -- Debt Reduction of $73 Million Year-To-Date
 -- Debt-To-Capital Ratio  Down to 47.7 Percent at September 30,
    2002

Worldwide industrial services and products company Harsco Corporation (NYSE:HSC) today reported results for the third quarter and first nine months of 2002.

Third Quarter Results

Income and diluted earnings per share (EPS) for the third quarter were as follows:


                              $ Millions         Per Share - Diluted
                          Sept. 30   Sept. 30    Sept. 30   Sept. 30
 Quarter Ending             2002        2001       2002      2001
                           -----       -----       -----     -----
 Income from Continuing
  Operations               $24.7       $27.4       $0.61     $0.68
 Income (loss) from
  Discontinued
  Operations                 1.0        (0.6)       0.02     (0.01)
                           -----       -----       -----     -----
 Net Income (GAAP Basis)   $25.7       $26.8       $0.63     $0.67
                           =====       =====       =====     =====

 Reconciliation of Unusual Items to GAAP

 Income Excluding Net
  Unusual Costs,
  Special Charges
  and Gains                $25.2       $26.7       $0.62     $0.67
  Net Gains, After Tax       5.0         2.4        0.12      0.06
  Unusual Costs and
   Special Charges,
   After Tax                (4.5)       (2.3)      (0.11)     (0.06)
                           -----       -----       -----      -----
 Net Income
  (GAAP Basis)             $25.7       $26.8       $0.63      $0.67
                           =====       =====       =====      =====

Third quarter net income was negatively affected by higher pension expense of $3.4 million after-tax or $0.08 per share, which offset the elimination of $2.8 million after-tax or $0.07 per share in goodwill amortization under the Company's adoption of SFAS No. 142, "Goodwill and Other Intangible Assets," and a $0.5 million after-tax or $0.01 per share benefit from positive foreign currency translation due to the weaker U.S. dollar.

After-tax net unusual costs, special charges and gains resulted in a net gain of $0.5 million or $0.01 per share in the quarter. This amount includes a gain of $1.8 million after-tax or $0.05 per share on the sale of Heckett MultiServ International's minority equity interest in a state-controlled mill services venture in India. A gain of $1.4 million after-tax or $0.03 per share on the sale of a minor Harsco Track Technologies product line was also realized. These gains were offset by charges related primarily to employee severance costs, exit costs, and other unusual items in the quarter.

Third quarter sales from continuing operations of $511 million equaled those of the prior year period. Positive foreign currency translation increased sales by $10 million.

"This quarter's performance did not quite meet our expectations," said Harsco Chairman, President and Chief Executive Officer Derek C. Hathaway. "Results in the key month of September came in a little lower than envisioned. There were, however, a number of areas with stronger performance. Mill Services posted increased sales and operating income, underpinned by strong cash flows. We are further encouraged by the recently reported plans of some domestic customers to restart certain of their idled operations in the coming months.

"Harsco Track Technologies exceeded last year's results despite a difficult domestic operating environment. New business from the U.K. and China, other international opportunities, and recent indications that the North American market may be stabilizing are positive indicators for the future performance of this business.

"The continued downturn in non-residential construction, which in September hit a six-year low in the U.S., has weakened Patent Construction Systems' market for access equipment rentals. Performance was further impacted by an unexpected delay in the usually strong fall season for electric utility boiler repair and maintenance. SGB's U.K operations also experienced lower rental performance. Other components of our worldwide access solutions business are holding up well. We are countering these difficult market conditions by strategically relocating our rental equipment inventory to more active markets, entering new markets, and by making further headcount reductions to better match market demand. We do not anticipate a rebound in the global access market until the emergence of much stronger confidence in the economic outlook and a favorable resolution of ongoing issues pertaining to 'terrorism insurance' for new high-rise construction.

"The industrial gas control and containment market remains in a multi-year recession. The majority of our Gas and Fluid Control businesses are operating with low backlogs. While we appear to be at or near the bottom of this business cycle, we continue to aggressively cut costs through plant closures, workforce reductions and consolidation, pending definitive signs of an upturn.

"Negotiations were terminated and the decision made to retain a business that was identified in the second quarter as a discontinued operation. There may be opportunities for respectable returns and margins through aggressive cost cutting and some market improvement."

Nine-Month Results

For the first nine months of 2002, income and diluted earnings per share were as follows:


                              $ Millions        Per Share - Diluted
                         Sept. 30   Sept. 30    Sept. 30    Sept. 30
 Nine Months Ending        2002       2001        2002        2001

 Income from Continuing
  Operations              $64.5      $63.6       $1.58        $1.59
 Income (loss) from
  Discontinued
  Operations                1.5       (1.9)       0.04        (0.05)
                          -----      -----       -----        -----
 Net Income
 (GAAP Basis)             $66.0      $61.7       $1.62        $1.54
                          =====      =====       =====        =====

 Reconciliation of Unusual Items to GAAP

 Income Excluding Net
  Unusual Costs, Special
  Charges and Gains       $68.0      $69.7       $1.67        $1.74
 Net Gains, After Tax       8.4        4.7        0.21         0.12
 Unusual Costs and
  Special Charges,
  After Tax               (10.4)     (12.7)      (0.26)       (0.32)
                          -----      -----       -----        -----
 Net Income 
  (GAAP Basis)            $66.0      $61.7       $1.62        $1.54
                          =====      =====       =====        =====

Revenues from continuing operations for the first nine months of 2002 were $1.48 billion, compared with $1.53 billion for the comparable period last year. Positive foreign currency translation increased sales by $8.5 million.

"Through the first nine months of 2002, we have generated $102 million in free cash flow from operations and asset sales, after capital expenditures and dividends; reduced debt by $73 million; lowered our debt-to-capital ratio by 490 basis points; and reduced net interest expense by $7 million," Mr. Hathaway said. "We expect further significant improvement in free cash flows and debt reduction in the fourth quarter."

Third Quarter Business Segment Review

Infrastructure -- Sales from continuing operations in the Infrastructure segment were down 2 percent in the quarter to $223 million from $228 million last year. Positive foreign currency translation increased sales by $7.5 million. Operating income from continuing operations declined to $17.4 million, including a $0.8 million benefit from foreign currency translation. This compares with operating income from continuing operations of $23.3 million in the prior year, before $1.3 million in net special gains.

Segment performance was negatively impacted by the continued weakness in non-residential construction markets served by the Company's access equipment rental business. The Company believes its market leadership position, strategically located equipment and effective cost management will allow it to weather this uncharacteristically sharp downturn reasonably well. The prospects for a significant near-term rebound, however, are uncertain.

Harsco Track Technologies' operating income and margins both increased during the quarter. The continued growth in export orders validates the strategy for greater international market focus that was begun several years ago. Domestic spending for track maintenance services and equipment appears to be stabilizing after a long period of decline.

Operating margins for the Infrastructure segment declined from last year's 10.2 percent to 7.8 percent, before net special charges. The decline was led by lower utilization rates in access equipment rental.

Mill Services -- Sales increased 7 percent to $197 million from $184 million in last year's third quarter, while operating income from continuing operations, before $0.4 million in net special charges, increased 18 percent to $26.4 million. Operating margins, before special charges, increased 130 basis points to 13.4 percent in the quarter.

Solid performance from services at international mill sites and performance slightly ahead of last year from North American mill services operations both contributed to the stronger showing. With production and utilization rates at U.S. steel mills ahead of last year and production levels around the world holding at stable year-over-year levels, combined with continuing strength in the residential replacement roofing market, the near-term outlook for this segment remains positive.

Gas and Fluid Control -- Third quarter sales from continuing operations were $91 million, even with the second quarter of 2002 but down from $98 million in the third quarter of last year. Operating income from continuing operations, before $0.2 million in net special charges, declined by $0.3 million to $5.3 million. Margins improved by 10 basis points before net special charges, reflecting strong cost controls. Many of this segment's end-markets are expected to remain weak in the near term as continuing softness in industrial production and capital spending show little sign of improvement. The Company believes it will be competitively well positioned to take advantage of an upturn.

Financial Position

The Company continues to generate significant levels of free cash flow. Results for the third quarter and first nine months of 2002 are as follows:


                                 $ Millions           $ Millions
                             3rd Qtr.  3rd Qtr.   9 months  9 months
 Free Cash Flow               2002      2001        2002      2001

 Cash from Operations         $83        $66        $163      $134
 Sales of Assets               18          7          55        25
 Capital Expenditures         (26)       (39)        (86)     (117)
 Dividends                    (10)       (10)        (30)      (29)
                              ---        ---        ----      ----
 Free Cash Flow               $65        $24        $102       $13
                              ===        ===        ====      ====
 Change From Prior Year       171%        --         685%       --
                              ===        ===        ====      ====

Through the first nine months, the Company has reduced debt by $73 million, net interest expense by almost $7 million and its debt-to-capital ratio by 490 basis points, to 47.7 percent. These strong cash flows also enabled the Company to pay its 209th consecutive cash dividend to stockholders in the quarter. The Company believes that the payment of dividends is an important component of the investment return to its stockholders, and remains confident in the ability of future cash flows to sustain this dividend history and record of appropriate increases. The Company traditionally considers increasing its dividend rate during its November Board of Directors meeting.

The fourth quarter is historically the Company's strongest quarter for free cash flow generation. The Company expects this to be the case again this year and anticipates fourth quarter free cash flow, including asset sales, to approximate $60 million to $70 million. With this, the Company anticipates further debt reduction by year-end. Since peaking in 2000, the Company expects to have reduced its total debt by approximately $275 million as of December 31, 2002.

EVA(r) performance in the quarter was down only slightly from last year's third quarter. The Company continued to make progress in its efforts to reduce and more effectively use its capital employed, and ultimately to increase EVA and the corresponding returns on invested capital.

Pension Liabilities

The dramatic third quarter declines in the U.K. equity markets (FTSE 100 index down 20 percent -- the worst quarter in 15 years) and interest rates (down 50 basis points) have significantly reduced the value of the Company's U.K. pension plan assets and materially increased the Company's U.K. pension plan liabilities. These declines unfortunately coincided with the Company's U.K. pension plan measurement date of September 30, 2002.

As a result, the Company's U.K. pension plan is under-funded by approximately $98 million as of the September 30, 2002 measurement date. At December 31, 2002, the Company will be required to recognize an additional minimum liability for both the under-funded position and for reclassification of a prepaid pension asset, as prescribed by accounting standards. The liability will be recorded as a non-cash, net-of-tax reduction to shareholders' equity, and will not affect net income for 2002. Thus, the Company's total non-cash adjustment to equity and the minimum liability at December 31, 2002 for the U.K. pension plan will be approximately $135 million after tax. It is important and essential to note that this adjustment to equity would be fully restored to the Company's Consolidated Balance Sheet when the fair market value of the pension plan assets exceeds the accumulated benefit obligation.

The Company's U.S. defined benefit pension plans are also being adversely affected by financial market conditions. As a result, the Company's U.S. pension plans may be somewhat under-funded as of October 31, 2002, the plans' measurement date. Assuming no further change in U.S. pension plan asset valuations and interest rates from September 30, 2002 to October 31, 2002, the Company would be required to either record a minor fourth-quarter adjustment to shareholders' equity at December 31, 2002, make voluntary cash contributions, or a combination of the two. Final decisions about U.S. pension plan funding will take into consideration the performance of the Company's U.S. pension fund investments in October.

The Company notes that it will be comfortably within its debt covenants and funding requirements after the adjustment to equity is recorded at December 31, 2002. The debt to capital ratio after the equity adjustment is expected to be in the area of 50 percent. There is currently no requirement to contribute additional cash to the plans in 2003 above the comparable 2002 level.

The adverse performance of the financial markets in the third quarter will likely cause the Company's 2003 pre-tax pension expense to increase in the area of $20 million or approximately $0.34 per share. This estimated increase takes into account the negative effects of the Company's contemplated changes in the actuarial assumptions for 2003 used to calculate pension expense, including reductions in the expected long-term rate of return on assets and in assumed discount rates. Future improvements in the financial markets could reverse this trend of increasing pension expense subsequent to 2003.

Outlook

The Mill Services segment is expected to perform with historic consistency in leading the Company's performance in the fourth quarter, reflecting increased steel mill production levels, particularly in the United States. The Company expects the Infrastructure segment's access equipment rental sector to remain soft. Results from the Gas and Fluid Control segment are not expected to show signs of improvement in the short term, with the exception of the specialty gas containment unit which continues to perform positively. Taking into account this mixed backdrop, the Company expects full year 2002 earnings from continuing operations, excluding net unusual costs, special charges and gains, to be in the range of $2.20 to $2.30 per share.

The Company's present view is that 2003 earnings from continuing operations, excluding net unusual costs, special charges and gains and before the inclusion of the estimated increased pension expense of approximately $0.34 per share, will be in the range of $2.65 to $2.75 per share. This view is underpinned by the considerable restructuring of the Company that was undertaken in 2002, some of which will continue into 2003. Full-year free cash flow is expected to exceed $100 million. "We believe that the combination of our already-achieved reduction in worldwide headcount of nearly ten percent, our divestitures of under-performing businesses, and the ongoing sale of other assets brighten the outlook for 2003," Mr. Hathaway said.

As previously announced, Harsco will hold a conference call today at 2:00 p.m. Eastern Time (ET) to discuss its results and respond to questions from the investment community. The conference call will be broadcast live through the Harsco Corporation Web site at www.harsco.com. The call can also be accessed by telephone by dialing (800) 611-4920, or (706) 634-5923 from outside the United States and Canada. Listeners are advised to dial in at least five minutes prior to the call. Replays will be available via both the Harsco Web site and by telephone beginning approximately 5:00 p.m. ET today until approximately 4:00 p.m. ET Tuesday, October 29. The telephone replay dial-in number is (800) 642-1687, or (706) 645-9291 from outside the United States and Canada. Enter Conference ID number 5780132.

Forward-Looking Statements

The nature of Harsco's operations and the many countries in which it operates subject it to changing economic, competitive, regulatory, and technological conditions, risks, and uncertainties. In accordance with the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995, Harsco provides the following cautionary remarks regarding important factors which, among others, could cause future results to differ materially from the forward-looking statements, expectations and assumptions expressed or implied herein. These include statements about our management confidence and strategies for performance; expectations for new and existing products, technologies, and opportunities; and expectations for market segment and industry growth, sales, earnings, cash flow, and other financial performance measures.

These factors include, but are not limited to: (1) changes in the worldwide business environment in which the Company operates, including general economic conditions, particularly in the mill service, infrastructure, non-residential construction and industrial gas markets; currency exchange rates; interest rates; and capital costs; (2) changes in governmental laws and regulations, including taxes; (3) changes in the performance of equity and bond markets, particularly in the U.S. and U.K., which could affect the valuation of assets in the Company's pension plans and the Company's accounting for pension assets and liabilities; (4) market and competitive changes, including pricing pressures, market demand and acceptance for new products, services, and technologies; (5) effects of unstable governments and business conditions in emerging economies; and (6) other risk factors listed from time to time in the Company's SEC reports. The Company does not intend to update this information and disclaims any legal liability to the contrary.

Harsco Corporation is a diversified industrial services and products company with market-leading businesses serving the worldwide infrastructure development, steel and metals, railway transportation, and gas and energy industries. The Company employs approximately 18,000 people in more than 40 countries of operation. Additional information can be found at www.harsco.com.


 Harsco Corporation
 CONSOLIDATED STATEMENT OF INCOME (Unaudited)

 (In thousands, except per share amounts)

                       Three Months Ended       Nine Months Ended
                           September 30            September 30
                         2002       2001(a)      2002       2001(a)
                      ---------   ---------   ----------   ----------
 Revenues from
  continuing
  operations:
   Service sales      $ 342,668   $ 331,302   $  988,226   $  989,057
   Product sales        167,851     178,991      491,241      536,374
                      ---------   ---------   ----------   ----------
    Total revenues      510,519     510,293    1,479,467    1,525,431
                      ---------   ---------   ----------   ----------
 Costs and expenses
  from continuing
  operations:
   Cost of services
    sold                249,731     239,027      718,839      714,305
   Cost of products
    sold                134,024     143,327      388,253      431,438
   Selling, general,
    and administrative
    expenses             78,200      73,886      237,223      232,600
   Research and
    development
    expenses                642       1,417        2,206        2,887
   Other (income)
    expense                (137)        323        2,901        4,148
                      ---------   ---------   ----------   ----------
    Total costs and
     expenses           462,460     457,980    1,349,422    1,385,378
                      ---------   ---------   ----------   ----------
   Operating income
    from continuing
    operations           48,059      52,313      130,045      140,053

 Equity in income
  (loss) of
  affiliates, net           138         225          428       (1,823)
 Interest income          1,008       2,133        3,238        4,552
 Interest expense       (11,109)    (12,919)     (33,559)     (41,632)
                      ---------   ---------   ----------   ----------
 Income from
  continuing
  operations before
  income taxes and
  minority interest      38,096      41,752      100,152      101,150

 Provision for
  income taxes           11,736      13,139       30,927       33,929
                      ---------   ---------   ----------   ----------

 Income from
  continuing
  operations before
  minority interest      26,360      28,613       69,225       67,221

 Minority interest
  in net income           1,665       1,194        4,698        3,646
                      ---------   ---------   ----------   ----------
 Income from
  continuing
  operations             24,695      27,419       64,527       63,575
                      ---------   ---------   ----------   ----------
 Discontinued
  operations:
   Loss from
    operations of
    discontinued
    businesses             (548)       (896)      (2,582)      (2,912)
   Gain on disposal
    of discontinued
    businesses            2,071        --          4,939         --
   Provision for
    income taxes           (546)        313         (851)       1,019
                      ---------   ---------   ----------   ----------
 Income (loss) from
  discontinued
  operations                977        (583)       1,506       (1,893)
                      ---------   ---------   ----------   ----------
  Net Income          $  25,672   $  26,836   $   66,033   $   61,682
                      =========   =========   ==========   ==========
  Average shares of
  common stock
  outstanding           40,514      39,898       40,304       39,845

 Basic earnings per
  common share:

   Continuing
    operations             .61         .69         1.60         1.60
   Discontinued
    operations             .02        (.02)         .04         (.05)
                      --------    --------    ---------    ---------
 Basic earnings per
  common share        $    .63    $    .67    $    1.64    $    1.55
                      ========    ========    =========    =========

 Diluted average
  shares of common
  shares outstanding    40,646      40,153       40,707       39,990

 Diluted earnings
  per common share:

   Continuing
    operations             .61         .68         1.58         1.59
   Discontinued
    operations             .02        (.01)         .04         (.05)
                      --------    --------    ---------    ---------
 Diluted earnings
  per common share    $    .63    $    .67    $    1.62    $    1.54
                      ========    ========    =========    =========

 (a) In order to comply with the Financial Accounting Standards Board
     (FASB) Statement No. 144, "Accounting for the Impairment or
     Disposal of Long-Lived Assets," 2001 information has been
     reclassified for comparative purposes.


 Harsco Corporation
 CONSOLIDATED BALANCE SHEET (Unaudited)

 (In thousands)

                                  September 30        December 31
                                      2002              2001 (a)
                                   -----------        -----------
 ASSETS

 Current assets:

  Cash and cash equivalents        $    76,426        $    67,407
  Accounts receivable, net             423,491            386,252
  Inventories                          180,524            174,644
  Other current assets                  73,192             68,546
                                   -----------        -----------
   Total current assets                753,633            696,849
                                   -----------        -----------
 Property, plant and
  equipment, net                       791,010            822,500
 Goodwill, net                         368,612            353,221
 Other assets                          193,749            180,439
 Assets held for sale                   10,173             37,757
                                   -----------        -----------
   Total assets                    $ 2,117,177        $ 2,090,766
                                   ===========        ===========

 LIABILITIES

 Current liabilities:

  Short-term borrowings            $    15,634        $    29,560
  Current maturities of
   long-term debt                        9,929             12,422
  Accounts payable                     160,728            162,481
  Accrued compensation                  40,066             37,245
  Income taxes                          34,542             35,061
  Dividends payable                     10,130              9,996
  Other current liabilities            202,816            178,928
                                   -----------        -----------
   Total current liabilities           473,845            465,693
                                   -----------        -----------
 Long-term debt                        663,144            720,133
 Deferred income taxes                 120,049            103,082
 Insurance liabilities                  50,205             49,019
 Other liabilities                      52,416             57,621
 Liabilities associated with
  assets held for sale                   2,218              9,045
                                   -----------        -----------
  Total liabilities                  1,361,877          1,404,593
                                   -----------        -----------

 SHAREHOLDERS' EQUITY

 Common stock                           83,767             83,106
 Additional paid-in capital            110,096             94,597
 Accumulated other
  comprehensive expense               (118,201)          (135,263)
 Retained earnings                   1,283,423          1,247,680
                                   -----------        -----------
                                     1,359,085          1,290,120
 Treasury stock                       (603,785)          (603,947)
 Total shareholders' equity            755,300            686,173
                                   -----------        -----------
   Total liabilities and
    shareholders' equity           $ 2,117,177        $ 2,090,766
                                   ===========        ===========

 (a) In order to comply with the Financial Accounting Standards Board
     (FASB) Statement No. 144, "Accounting for the Impairment or
     Disposal of Long-Lived Assets," 2001 information has been
     reclassified for comparative purposes.


 Harsco Corporation
 CONSOLIDATED STATEMENT OF CASH FLOWS (Unaudited)

 (In thousands)

                          Three Months Ended     Nine Months Ended
                              September 30          September 30
                            2002      2001(a)     2002       2001(a)
                          --------   --------   ---------   ---------
 Cash flows from
  operating
  activities:

  Net income              $ 25,672   $ 26,836   $  66,033   $  61,682
  Adjustments to
   reconcile net
   income to net
   cash provided by
   operating activities:
    Depreciation            39,740     40,273     115,911     119,781
    Amortization               407      4,360       1,245      13,078
    Equity in (income)
     loss of affiliates,
     net                      (138)      (225)       (428)      1,823
    Dividends or
     distributions from
     affiliates               --          737         144         845
    Other, net                 457        357       7,684       4,972
    Changes in assets
     and liabilities, net
     of acquisitions and
     dispositions of
     businesses:
      Accounts receivable   (4,230)   (13,549)    (22,851)    (45,760)
      Inventories           (2,225)     8,656      (5,968)      1,569
      Accounts payable      16,403     (3,423)    (12,713)    (25,495)
      Net disbursements
       related to
       discontinued
       defense
       business               (549)      (469)     (1,054)       (937)
      Other assets and
       liabilities           7,741      2,529      15,678       2,137
                          --------   --------   ---------   ---------
   Net cash provided by
    operating activities    83,278     66,082     163,681     133,695
                          --------   --------   ---------   ---------
 Cash flows from
  investing activities:
   Purchases of property,
    plant and equipment    (26,112)   (39,464)    (86,132)   (117,314)
   Purchase of businesses,
    net of cash acquired      (436)       (34)       (436)     (4,914)
   Proceeds from sales of
    assets                  17,720      7,352      54,906      24,926
   Other investing
    activities                  35        (34)         16          16
                          --------   --------   ---------   ---------

  Net cash (used) by
   investing activities     (8,793)   (32,180)    (31,646)    (97,286)
                          --------   --------   ---------   ---------
 Cash flows from
 financing activities:
   Short-term borrowings,
    net                    (20,073)   (27,047)    (19,553)    (20,156)
   Current maturities and
    long-term debt:
     Additions              14,288     48,139     103,093     155,470
     Reductions            (48,011)   (49,925)   (190,308)   (140,113)
    Cash dividends paid
     on common stock       (10,127)    (9,561)    (30,156)    (28,670)
    Common stock
     issued-options            282      3,492      13,459       4,151
    Common stock acquired
     for treasury             --         (117)       --          (167)
    Other financing
     activities               (289)      (449)     (3,586)     (2,729)
                          --------   --------   ---------   ---------
  Net cash provided
  (used) by financing
  activities               (63,930)   (35,468)   (127,051)    (32,214)
                          --------   --------   ---------   ---------
 Effect of exchange rate
  changes on cash             (248)       241       4,034      (4,789)
 Net decrease in cash
  of discontinued
  operations                     1       --             1        --
                          --------   --------   ---------   ---------
 Net increase (decrease)
  in cash and cash
  equivalents               10,308     (1,325)      9,019        (594)

 Cash and cash
  equivalents at
  beginning of period       66,118     57,151      67,407      56,420
                          --------   --------   ---------   ---------

 Cash and cash
  equivalents at end
  of period               $ 76,426   $ 55,826   $  76,426   $  55,826
                          ========   ========   =========   =========

 (a) In order to comply with the Financial Accounting Standards Board
     (FASB) Statement No. 144, "Accounting for the Impairment or
     Disposal of Long-Lived Assets," 2001 information has been
     reclassified for comparative purposes.


 Harsco Corporation
 REVIEW OF OPERATIONS BY SEGMENT (Unaudited)
 (In millions)

                     Infra-           Gas and    S3    Gen'l   Consol-
                     struc    Mill     Fluid  Networks Corpo-  idated
                      ture    Svcs    Control    LLC    rate   Totals
 Three Months Ended
 September 30, 2002

 Net sales from       
  continuing
  operations to
  unaffiliated
  customers         $222.8   $196.7   $ 91.0   $ --    $ --    $510.5

 Operating income
  (loss) from
  continuing
  operations        $ 17.4   $ 26.0   $  5.1   $ --    $ (0.4) $ 48.1
 Equity in income
  of affiliates,
  net                 --        0.1     --       --      --       0.1
 Interest income       0.1      1.0     --       --      (0.1)    1.0
 Interest expense     (7.3)    (0.7)    (0.1)    --      (3.0)  (11.1)
 Income tax
  (expense) benefit   (3.0)    (8.1)    (2.1)    --       1.5   (11.7)
 Minority interest
  in net income       (0.2)    (1.5)    --       --      --      (1.7)

 Segment income
  (loss) from
  continuing
  operations           7.0     16.8      2.9     --      (2.0)   24.7

 Income from
  discontinued
  operations          --       --        1.0     --      --       1.0

 Segment net
  income (loss)     $  7.0   $ 16.8   $  3.9   $ --    $ (2.0) $ 25.7


                     Infra-           Gas and    S3    Gen'l   Consol-
                     struc    Mill     Fluid  Networks Corpo-  idated
                      ture    Svcs    Control    LLC    rate   Totals

 Three Months Ended
 September 30, 2001(a)

 Net sales from
  continuing
  operations to
  unaffiliated
  customers         $228.2   $184.4   $ 97.7   $ --    $ --    $510.3

 Operating income
  from continuing
  operations        $ 24.6   $ 21.5   $  6.2   $ --    $ --    $ 52.3
 Equity in income
  of affiliates,
  net                  0.2              --       --      --       0.2
 Interest income       0.1      1.1     --       --       0.9     2.1
 Interest expense     (8.5)    (2.3)    (0.5)    --      (1.7)  (13.0)
 Income tax
  (expense) benefit   (6.0)    (6.2)    (2.0)    --       1.1   (13.1)
 Minority interest
  in net income       --       (1.1)    --       --      --      (1.1)
 Segment income
  from continuing
  operations          10.4     13.0      3.7     --       0.3    27.4

 Loss from
  discontinued
  operations          --       --       (0.6)    --      --      (0.6)

 Segment net income $ 10.4   $ 13.0   $  3.1   $ --    $  0.3  $ 26.8

 (a) In order to comply with the Financial Accounting Standards Board
     (FASB) Statement No. 144, "Accounting for the Impairment or
     Disposal of Long-Lived Assets," 2001 information has been
     reclassified for comparative purposes.


 Harsco Corporation
 REVIEW OF OPERATIONS BY SEGMENT (Unaudited)
 (In millions)

                     Infra-           Gas and    S3    Gen'l   Consol-
                     struc    Mill     Fluid  Networks Corpo-  idated
                      ture    Svcs    Control    LLC    rate   Totals

 Nine Months Ended
 September 30, 2002

 Net sales from
  continuing
  operations to
  unaffiliated
  customers        $ 646.2  $ 567.3  $ 266.0  $ --    $ --   $1,479.5

 Operating income
  (loss) from
  continuing
  operations       $  46.2  $  66.7  $  17.3  $ --    $ (0.1) $ 130.1
 Equity in income
  of affiliates,
  net                  0.3      0.1     --      --       --       0.4
 Interest income       0.5      2.6     --      --       0.1      3.2
 Interest expense    (21.7)    (2.9)    (0.2)   --      (8.8)   (33.6)
 Income tax
  (expense) benefit   (7.4)   (20.9)    (5.7)   --       3.1    (30.9)
 Minority interest
  in net (income)
  loss                (0.5)    (4.3)     0.1    --       --      (4.7)

 Segment income
  (loss) from
  continuing
  operations          17.4     41.3     11.5    --      (5.7)    64.5

 Income from
  discontinued
  operations          --       --        1.5    --      --        1.5

 Segment net
  income (loss)    $  17.4  $  41.3  $  13.0  $ --    $ (5.7) $  66.0


                     Infra-           Gas and    S3    Gen'l   Consol-
                     struc    Mill     Fluid  Networks Corpo-  idated
                      ture    Svcs    Control    LLC    rate   Totals
 Nine Months Ended
 September 30, 2001(a)

 Net sales from
  continuing
  operations to
  unaffiliated
  customers        $ 669.4  $ 552.8  $ 303.2  $ --    $ --   $1,525.4

 Operating income
  (loss) from
  continuing
  operations       $  56.1  $  61.6  $  22.6  $ --    $ (0.2) $ 140.1
 Equity in income
  (loss) of
  affiliates, net      1.0      0.1     --      (2.9)   --       (1.8)
 Interest income       0.4      3.1      0.1    --       0.9      4.5
 Interest expense    (26.5)    (7.0)    (1.2)   --      (7.0)   (41.7)
 Income tax
  (expense) benefit  (11.9)   (17.5)    (7.8)    1.0     2.3    (33.9)
 Minority interest
  in net income       (0.1)    (3.5)    --      --      --       (3.6)

 Segment income
  (loss) from
  continuing
  operations          19.0     36.8     13.7    (1.9)   (4.0)    63.6

 Loss from
  discontinued
  operations          --       --       (1.9)   --       --      (1.9)

 Segment net
  income (loss)    $  19.0  $  36.8  $  11.8  $ (1.9) $ (4.0) $  61.7

 (a) In order to comply with the Financial Accounting Standards Board
     (FASB) Statement No. 144, "Accounting for the Impairment or
     Disposal of Long-Lived Assets," 2001 information has been
     reclassified for comparative purposes.


 Harsco Corporation
 REVIEW OF OPERATIONS BY SEGMENT - Addendum (Unaudited)
 (In millions)


                     Infra-           Gas and    S3    Gen'l   Consol-
                     struc    Mill     Fluid  Networks Corpo-  idated
                      ture    Svcs    Control    LLC    rate   Totals
 Three Months Ended
 September 30, 2002

 Net sales from
  continuing
  operations to
  unaffiliated
  customers        $ 222.8  $ 196.7  $  91.0  $ --    $ --    $ 510.5

 Operating income
  (loss) from
  continuing
  operations before
  special items    $  17.4  $  26.4  $   5.3  $ --    $ (0.2) $  48.9
 Net unusual costs,
  special (charges)
  gains               --       (0.4)    (0.2)   --      (0.2)    (0.8)

 Operating income
  (loss) from
  continuing
  operations          17.4     26.0      5.1    --      (0.4)    48.1
 Equity in income
  of affiliates,
  net                 --        0.1     --      --      --        0.1
 Interest income       0.1      1.0     --      --      (0.1)     1.0
 Interest expense     (7.3)    (0.7)    (0.1)   --      (3.0)   (11.1)
 Income tax
  (expense) benefit   (3.0)    (8.1)    (2.1)   --       1.5    (11.7)
 Minority interest
  in net income       (0.2)    (1.5)    --      --       --      (1.7)

 Segment income
  (loss) from
  continuing
  operations           7.0     16.8      2.9    --      (2.0)    24.7

 Income (loss) from
  discontinued
  operations
  before special
  items               --       --       --      --       --      --
 Net unusual costs,
  special (charges)
  gains - after tax   --       --        1.0    --       --       1.0

 Income from
  discontinued
  operations          --       --        1.0    --       --       1.0


 Segment net
  income (loss)    $   7.0  $  16.8  $   3.9  $ --    $ (2.0) $  25.7

                     Infra-           Gas and    S3    Gen'l   Consol-
                     struc    Mill     Fluid  Networks Corpo-  idated
                      ture    Svcs    Control    LLC    rate   Totals

 Three Months Ended
 September 30, 2001(a)

 Net sales from
  continuing
  operations to
  unaffiliated
  customers        $ 228.2  $ 184.4  $  97.7  $ --    $ --    $ 510.3

 Operating income
  from continuing
  operations
  before special
  items            $  23.3  $  22.4  $   5.6  $ --    $  0.4  $  51.7
 Net unusual
  costs, special
  (charges) gains      1.3     (0.9)     0.6    --      (0.4)     0.6

 Operating income
  from continuing
  operations          24.6     21.5      6.2    --      --       52.3
 Equity in income
  of affiliates,
  net                  0.2     --       --      --      --        0.2
 Interest income       0.1      1.1     --      --       0.9      2.1
 Interest expense     (8.5)    (2.3)    (0.5)   --      (1.7)   (13.0)
 Income tax
  (expense)
  benefit             (6.0)    (6.2)    (2.0)   --       1.1    (13.1)
 Minority interest
  in net income      --        (1.1)    --      --      --       (1.1)

 Segment income
  from continuing
  operations          10.4     13.0      3.7    --       0.3     27.4

 Loss from
  discontinued
  operations before
  special items      --       --        (0.4)   --      --       (0.4)
 Net unusual costs,
  special
  (charges)
  gains - after tax  --       --        (0.2)   --      --       (0.2)

 Loss from
  discontinued
  operations         --       --        (0.6)   --      --       (0.6)

 Segment net
  income           $  10.4  $  13.0  $   3.1  $ --    $  0.3  $  26.8

 (a) In order to comply with the Financial Accounting Standards Board
     (FASB) Statement No. 144, "Accounting for the Impairment or
     Disposal of Long-Lived Assets," 2001 information has been
     reclassified for comparative purposes.


 Harsco Corporation
 REVIEW OF OPERATIONS BY SEGMENT - Addendum (Unaudited)
 (In millions)

                     Infra-           Gas and    S3    Gen'l   Consol-
                     struc    Mill     Fluid  Networks Corpo-  idated
                      ture    Svcs    Control    LLC    rate   Totals

 Nine Months Ended
 September 30, 2002

 Net sales from
  continuing
  operations to
  unaffiliated
  customers        $ 646.2  $ 567.3  $ 266.0  $ --    $ --   $1,479.5

 Operating income
  (loss) from
  continuing
  operations
  before
  special items    $  47.3  $  71.6  $  18.6  $ --    $ (0.2) $ 137.3
 Net unusual
  costs, special
  (charges) gains     (1.1)    (4.9)    (1.3)   --       0.1     (7.2)

 Operating income
  (loss) from
  continuing
  operations          46.2     66.7     17.3    --      (0.1)   130.1
 Equity in income
  of affiliates,
  net                  0.3      0.1     --      --      --        0.4
 Interest income       0.5      2.6     --      --       0.1      3.2
 Interest expense    (21.7)    (2.9)    (0.2)   --      (8.8)   (33.6)
 Income tax
  (expense)
  benefit             (7.4)   (20.9)    (5.7)   --       3.1    (30.9)
 Minority interest
  in (net income)
  loss                (0.5)    (4.3)     0.1    --      --       (4.7)

 Segment income
  (loss) from
  continuing
  operations          17.4     41.3     11.5    --      (5.7)    64.5

 Loss from
  discontinued
  operations before
  special items      --       --        (1.3)   --      --       (1.3)
 Net unusual
  costs, special
  (charges) gains -
  after tax          --       --         2.8    --      --        2.8

 Income from
  discontinued
  operations         --       --         1.5    --      --        1.5

 Segment net
  income (loss)    $  17.4  $  41.3  $  13.0  $ --    $ (5.7) $  66.0

                     Infra-           Gas and    S3    Gen'l   Consol-
                     struc    Mill     Fluid  Networks Corpo-  idated
                      ture    Svcs    Control    LLC    rate   Totals

 Nine Months Ended
 September 30, 2001(a)

 Net sales from
  continuing
  operations to     
  unaffiliated
  customers       $  669.4 $  552.8 $  303.2 $  --   $  --   $1,525.4

 Operating income
  from continuing
  operations
  before special
  items           $   58.2 $   66.9 $   22.9 $  --   $   0.7 $  148.7

 Net unusual
 costs, special
 (charges) gains      (2.1)    (5.3)    (0.3)   (2.9)   (0.9)   (11.5)

 Operating income
  (loss) from
  continuing     
  operations          56.1     61.6     22.6    --      (0.2) 140.1(b)
 Equity in income
  (loss) of
  affiliates, net      1.0      0.1    --       (2.9)   --       (1.8)
 Interest income       0.4      3.1      0.1    --       0.9      4.5
 Interest expense    (26.5)    (7.0)    (1.2)   --      (7.0)   (41.7)
 Income tax
  (expense)
  benefit            (11.9)   (17.5)    (7.8)    1.0     2.3    (33.9)
 Minority interest
  in net income       (0.1)    (3.5)   --       --      --       (3.6)

 Segment income
  (loss) from
  continuing
  operations          19.0     36.8     13.7    (1.9)   (4.0)    63.6

 Loss from
  discontinued
  operations before
  special items      --       --        (1.6)   --      --       (1.6)
 Net unusual costs,
  special (charges)
  gains - after
  tax                --       --        (0.3)   --      --       (0.3)

 Loss from
  discontinued
  operations         --       --        (1.9)   --      --       (1.9)

 Segment net
  income (loss)    $  19.0  $  36.8  $  11.8 $ (1.9) $  (4.0) $  61.7

 (a) In order to comply with the Financial Accounting Standards Board
     (FASB) Statement No. 144, "Accounting for the Impairment or
     Disposal of Long-Lived Assets," 2001 information has been
     reclassified for comparative purposes.

 (b) Excludes $2.9 million of losses for S3Networks, LLC that are
     included as special items above. The $2.9 million is included in
     Equity in income (loss) of affiliates, net.


 Harsco Corporation
 RECONCILIATION OF NET INCOME TO INCOME EXCLUDING NET UNUSUAL COSTS,
  SPECIAL CHARGES AND GAINS
 (In millions)

                             Three Months Ended    Nine Months Ended
                                September 30          September 30
                            2002          2001       2002       2001
                          -------       -------    -------    ------- 
 Net income (GAAP basis)  $  25.7       $  26.8    $  66.0    $  61.7
                          -------       -------    -------    ------- 
 Net unusual costs,
  special (charges)
  and gains:

 Gains on sale of assets      6.7           1.2       10.1        3.5
 Impaired asset
  write-downs                (0.3)         (0.1)      (0.3)      (1.8)
 Employee termination
  benefit costs              (2.8)         (1.1)      (4.8)      (5.2)
 Costs to exit S3Networks,
  LLC equity investment       --            --         --        (2.9)
 Other exit costs            (1.6)         (0.5)      (2.2)      (1.7)
 Provision for doubtful
  accounts of steel mill
  customers in bankruptcy    (0.2)          --        (3.8)      (1.2)
 Other items                 (1.1)          0.9       (1.8)      (2.7)
                          -------       -------    -------    ------- 
 Net unusual costs,
  special (charges)
  and gains, before tax       0.7           0.4       (2.8)     (12.0)
 Tax (expense) benefit       (0.2)         (0.3)       0.8        4.0
                          -------       -------    -------    ------- 
 Net unusual costs,
  special (charges)
  and gains, after tax        0.5           0.1       (2.0)      (8.0)
                          -------       -------    -------    ------- 
 Income excluding net
  unusual costs,
  special (charges)
  and gains               $  25.2       $  26.7    $  68.0    $  69.7
                          =======       =======    =======    ======= 


            

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