The authorized capital stock of the Company consists of 150,000,000 shares of common stock and 4,000,000 shares of preferred stock, both having a par value of $1.25 per share. The preferred stock is issuable in series with terms as fixed by the Board of Directors (the "Board"). No preferred stock has been issued. Under the Company's Preferred Stock Purchase Rights Agreement (the "Agreement"), the Board authorized and declared a dividend distribution of one right for each share of common stock outstanding on the record date. The rights may only be exercised if, among other things and with certain exceptions, a person or group has acquired 15% or more of the Company's common stock without the prior approval of the Board. Each right entitles the holder to purchase 1/100th share of Harsco Series A Junior Participating Cumulative Preferred Stock at an exercise price of $230. Once the rights become exercisable, the holder of a right will be entitled, upon payment of the exercise price, to purchase a number of shares of common stock calculated to have a value of two times the exercise price of the right. The rights expire on October 9, 2017, do not have voting power, and may be redeemed by the Company at a price of $0.001 per right at any time until the 10th business day following public announcement that a person or group has accumulated 15% or more of the Company's common stock. The Agreement also includes an exchange feature. At December 31, 2011 and 2010, 804,772 and 805,141 shares, respectively, of $1.25 par value preferred stock were reserved for issuance upon exercise of the rights.

The Board of Directors has authorized the repurchase of shares of common stock as follows:



2009	1,536,647	463,353	—	2,000,000
2010	2,000,000	—	—	2,000,000
2011	2,000,000	—	286,577	1,713,423

The Company's share repurchase program was extended by the Board of Directors in November 2011. The repurchase program expires January 31, 2013. At December 31, 2011, there are 1,713,423 authorized shares remaining in the program. When and if appropriate, repurchases are made in open market transactions, depending on market conditions. Share repurchases may not occur and may be discontinued at any time.

In addition to the above purchases, 28,503, 38,909 and 53,029 shares were repurchased in 2011, 2010 and 2009, respectively, in connection with the issuance of shares as a result of vested restricted stock units. In 2011, 2010 and 2009 the Company repurchased 41,974, 24,008 and 15,465 shares, respectively, in connection with the issuance of shares as a result of stock option exercises. The following table summarizes the Company's common stock:

	Common Stock

	Shares Issued		Treasury Shares		Outstanding Shares
Outstanding, January 1, 2009		111,139,988		30,965,452		80,174,536
Stock Options Exercised		92,250		15,645		76,605
Vested Restricted Stock Units		154,947		53,029		101,918

Outstanding, December 31, 2009		111,387,185		31,034,126		80,353,059
Stock Options Exercised		115,493		24,008		91,485
Vested Restricted Stock Units		108,424		38,909		69,515

Outstanding, December 31, 2010		111,611,102		31,097,043		80,514,059
Stock Options Exercised		199,032		41,974		157,058
Vested Restricted Stock Units		121,133		28,503		92,630
Treasury Shares Purchased		—		286,577		(286,577	)

Outstanding, December 31, 2011		111,931,267		31,454,097		80,477,170

The following is a reconciliation of the average shares of common stock used to compute basic earnings per common share to the shares used to compute diluted earnings per common share as shown in the Consolidated Statements of Income:

(Amounts in thousands, except per share data)	2011			2010		2009

Income (loss) from continuing operations attributable to Harsco Corporation common stockholders	$	(9,447	)	$	10,885	$	133,838

Weighted-average shares outstanding—basic		80,736			80,569		80,295
Dilutive effect of stock-based compensation		—			192		291

Weighted-average shares outstanding—diluted		80,736			80,761		80,586

Earnings (loss) from continuing operations per common share, attributable to Harsco Corporation common stockholders:
Basic	$	(0.12	)	$	0.14	$	1.67

Diluted	$	(0.12	)	$	0.13	$	1.66

At December 31, 2011 and 2010, average restricted stock units outstanding of 33,747 and 9,206, respectively, were not included in diluted weighted-average shares outstanding because the effect was antidilutive. At December 31, 2009, all restricted stock units were included in the computation of diluted earnings per share. At December 31, 2011, 360,632 average outstanding stock options were not included in diluted weighted-average shares outstanding because the effect was antidilutive. All outstanding stock options at December 31, 2010 and 2009 were included in the computation of diluted earnings per share. At December 31, 2011, average other stock-based compensation units of 155,383 were not included in diluted weighted-average shares outstanding because the effect was antidilutive. All other stock-based compensation units at December 31, 2010 were included in the computation of diluted earnings per share. There were no other stock-based compensation units at December 31, 2009.