Capital Stock

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, 2012 and 2011, 805,846 and 804,772 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:



	Shares Authorized to be Purchased January 1	Additional Shares Authorized for Purchase	Shares Purchased	Remaining Shares Authorized for Purchase December 31
2010	2,000,000	—	—	2,000,000
2011	2,000,000	—	286,577	1,713,423
2012	1,713,423	—	—	1,713,423

At December 31, 2012, 1,713,423 shares remained available for repurchase under the Company's share repurchase program. On January 28, 2013, the Board of Directors increased the number of shares available for repurchase under the Company's share repurchase program and extended the program for one additional year. As a result, the Company is currently authorized to repurchase up to 2,000,000 shares through January 31, 2014. 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,14,677, 28,503 and 38,909 shares were repurchased in 2012, 2011 and 2010, respectively, in connection with the issuance of shares as a result of vested restricted stock units. In 2012, no shares were repurchased in connection with the issuance of shares as a result of stock option exercises. In 2011 and 2010, the Company repurchased 41,974 and 24,008 shares, respectively, in connection with the issuance of shares as a result of stock option exercises. In 2012, the Company repurchased 10,536 shares in connection with the issuance of shares as a result of other stock grants. No such repurchases were made in 2011 or 2010. The following table summarizes the Company's common stock:



	Common Stock
	Shares Issued	Treasury Shares	Outstanding Shares
Outstanding, January 1, 2010	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
Stock Options Exercised	38,900	—	38,900
Vested Restricted Stock Units	45,898	14,677	31,221
Other Stock Grants	47,873	10,536	37,337
Outstanding, December 31, 2012	112,063,938	31,479,310	80,584,628

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 Operations:



(Amounts in thousands, except per share data)	2012			2011			2010
Income (loss) from continuing operations attributable to Harsco Corporation common stockholders	$	(253,693	)	$	(9,447	)	$	10,885

Weighted-average shares outstanding—basic	80,632			80,736			80,569
Dilutive effect of stock-based compensation	—			—			192
Weighted-average shares outstanding—diluted	80,632			80,736			80,761
Earnings (loss) from continuing operations per common share, attributable to Harsco Corporation common stockholders:
Basic	$	(3.15	)	$	(0.12	)	$	0.14

Diluted	$	(3.15	)	$	(0.12	)	$	0.13

The following average outstanding stock-based compensation units were not included in the computation of diluted earnings per share because the effect was antidilutive:



(In thousands)	2012	2011	2010
Restricted stock units	148	64	9
Stock options	389	755	—
Stock appreciation rights	530	—	—
Other stock-based compensation units	317	554	—