#1HARSCO Investor Presentation Baird 2020 Global Industrial Conference November 2020 © 2020 Harsco Corporation. All Rights Reserved. This document and the information set forth herein are the property of Harsco Corporation.#2SAFE HARBOR STATEMENT 2 This presentation does not constitute an offer to sell, or a solicitation of an offer to buy, any security and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale would be unlawful. Forward-Looking Statements The Company's presentation contains forward-looking statements based on management's current expectations, estimates and projections. The nature of the Company's business 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 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 integration of the Company's strategic acquisitions; (13) potential severe volatility in the capital markets; (14) failure to retain key management and employees; (15) the amount and timing of repurchases of the Company's common stock, if any; (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 and (20) 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 I, Item 1A, "Risk Factors," of the Company's Annual Report on Form 10-K for the year ended December 31, 2019, together with those described in Item 1A, "Risk Factors," of the Company's Quarterly Report on Form 10-Q for the period ended September 30, 2020. 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. Explanatory Note Regarding Estimates This presentation includes certain estimates. These estimates reflect management's best estimates based upon currently available information and certain assumptions we believe to be reasonable. These estimates are inherently uncertain, subject to risks and uncertainties, many of which are not within our control, have not been reviewed by our independent auditors and may be revised as a result of management's further review. In addition, these estimates are not a comprehensive statement of our financial results, and our actual results may differ materially from these estimates due to developments that may arise between now and the time the results are final. There can be no assurance that the estimates will be realized, and our results may vary significantly from the estimates, including as a result of unexpected issues in our business and operations. Accordingly, you should not place undue reliance on such information. See "Forward-Looking Statements". Non-GAAP Measures Throughout this presentation, the Company refers to certain non-GAAP measures, including without limitation, adjusted EBITDA (Earnings Before Interest Taxes Depreciation and Amortization) from continuing operations, adjusted EBITDA margin, adjusted diluted earnings per share from continuing operations and free cash flow. For a reconciliation of non-GAAP measures to GAAP results and the Company's rationale for its usage of non-GAAP measures, see the Appendix in this presentation. © 2020 Harsco Corporation. All Rights Reserved. This document and the information set forth herein are the property of Harsco Corporation. HARSCO#3HARSCO Q3 2020 Results © 2020 Harsco Corporation. All Rights Reserved. This document and the information set forth herein are the property of Harsco Corporation.#4- - - - - - CEO PERSPECTIVE Business conditions improved markedly in Q3 Free cash flow performance positive in third quarter; attention to capital and cost discipline remains in place Environmental underlying operating performance favorable ESOL results illustrate business resilience and early improvement actions; remain confident in 3-year financial targets Rail fundamentals lagging other markets, although industry data points to a likely bottom; Rail backlog stable Q4 outlook reflects improvement in end-markets; free cash flow expected to be positive Harsco poised to exit crisis a stronger company; and set to continue its transformation to pure-play environmental solutions company © 2020 Harsco Corporation. All Rights Reserved. This document and the information set forth herein are the property of Harsco Corporation. HARSCO 4#5Q3 2020 FINANCIAL SUMMARY KEY PERFORMANCE INDICATORS Adjusted EBITDA of $59 million consistent with qualitative guidance Strong Environmental results and lower Corporate spending boosted results COVID-19 impacts dominate year-on-year comparisons Revenue increase quarter-on-quarter reflects easing of COVID-19 impacts; EBITDA impacted by timing of expenses - Positive free cash flow illustrate capital spending and working capital discipline $ in millions except EPS; Continuing Operations Q3 Q3 Q2 2020 2019 2020 Revenues, as reported 509 423 447 Operating Income - GAAP Adjusted EBITDA1 % of Sales¹ GAAP Diluted Earnings Per Share UT 5 47 2 59 87 59 11.6% 20.5% 13.2% (0.10) 0.22 (0.14) Adjusted Diluted Earnings Per Share1 0.08 0.36 0.13 Free Cash Flow² nmf = not meaningful. 18 5 18 (1) Excludes unusual items. Adjusted diluted earnings per share also excludes acquisition amortization.. See tables at end of presentation for GAAP to non-GAAP reconciliations. (2) See tables at end of presentation for GAAP to non-GAAP reconciliations. © 2020 Harsco Corporation. All Rights Reserved. This document and the information set forth herein are the property of Harsco Corporation. HARSCO 5#6Q3 2020 ENVIRONMENTAL SUMMARY RESULTS $ in millions ADJUSTED EBITDA BRIDGE¹ $ in millions 65 Q3 Q3 2020 2019 Q2 2020 59.9 60 55 (3.3) Revenues, as reported 223 261 204 50 45 40 (9.8) (5.5) 0.8 39.9 Operating Income - (2.2) 12 33 14 35 GAAP Q3 2019 New-Exited Sites (net) LST/Services Level Ni & Applied Products OpEx/SG&A FX/Other Q3 2020 Adjusted EBITDA1 40 60 40 40 Adjusted EBITDA 17.9% 22.9% 19.7% Margin¹ Free Cash 64 10 32 Flow (YTD) nmf not meaningful. (1) Excludes unusual items; see tables at end of presentation for GAAP to non-GAAP reconciliations. Adjusted EBITDA change Y/Y mainly attributable to lower demand for environmental services and applied products as a result of COVID-19, partially offset by lower operating expenses Compared with Q2 20, Adjusted EBITDA essentially unchanged as higher services demand was offset by timing of expenditures Free cash flow totals $64M YTD, reflecting reduced capital spending and working capital improvements © 2020 Harsco Corporation. All Rights Reserved. This document and the information set forth herein are the property of Harsco Corporation. HARSCO 6#7Q3 2020 CLEAN EARTH SUMMARY RESULTS $ in millions ADJUSTED EBITDA BRIDGE¹ $ in millions 9.8 Q3 2020 Q3 2019 Q2 2020 30 25 18.8 20 20.2 (5.5) (2.9) 15 Revenues, as reported 194 88 162 10 5 Operating Income - 0 9 11 | Q3 2019 GAAP Hazardous Waste Contaminated Materials/ Dredge SG&A/ Other Q3 2020 Adjusted EBITDA1 20 19 11 Adjusted EBITDA 10.4% 21.4% 7.0% Margin¹ Free Cash Flow (YTD) 38 12 21 nmf = not meaningful. Note: 2019 information does not include ESOL. (1) Excludes unusual items; see tables at end of presentation for GAAP to non-GAAP reconciliations. Adjusted EBITDA improvement Y/Y driven by ESOL acquisition and higher contributions from dredged material processing, partially offset by lower hazardous and soil volumes due to the pandemic Adjusted EBITDA change Q/Q reflects strong volume increase and ESOL margin progress from improvement initiatives Free cash flow performance strong; totals $38 million year-to-date © 2020 Harsco Corporation. All Rights Reserved. This document and the information set forth herein are the property of Harsco Corporation. HARSCO 7#8Q3 2020 RAIL SUMMARY RESULTS $ in millions Q3 2020 Q3 2019 Q2 2020 ADJUSTED EBITDA BRIDGE¹ $ in millions 14.2 15 10 Revenues, as reported 93 75 82 5 Operating Income - GAAP 4 12 6 Adjusted EBITDA1 5 14 10 Adjusted EBITDA 5.8% 19.1% 12.2% Margin¹ Free Cash Flow (YTD) (22) (45) (16) nmf = not meaningful. (1) Excludes unusual items; see tables at end of presentation for GAAP to non-GAAP reconciliations. (1.5) 2.4 5.4 (8.5) (1.2) 0 Q3 2019 Machine Sales Aftermarket Contract Parts/ Services Protran SG&A Other Q3 2020 Revenue growth Y/Y and Q/Q attributable to increased equipment volumes Adjusted EBITDA change mainly reflects less favorable product mix and lower aftermarket and technology volumes Backlog remains strong at $452 million © 2020 Harsco Corporation. All Rights Reserved. This document and the information set forth herein are the property of Harsco Corporation. HARSCO 8#9Q4 OUTLOOK Harsco Anticipated Ranges For The Quarter: Adjusted EBITDA: $58 to $63 million Free Cash Flow: $20 to $25 million © 2020 Harsco Corporation. All Rights Reserved. This document and the information set forth herein are the property of Harsco Corporation. HARSCO 9#10HARSCO Harsco Overview © 2020 Harsco Corporation. All Rights Reserved. This document and the information set forth herein are the property of Harsco Corporation.#11HARSCO TODAY Market leading provider of environmental solutions for industrial and specialty waste streams and innovative technologies, serving industries that are fundamental to global growth Recent M&A accelerates Harsco's environmental strategy and transformation to single thesis company, as a leading global provider of environmental solutions Strategic shift towards higher-growth and less-cyclical businesses with attractive margins FY 2019 Revenue (Proforma)1 Environmental $1.0B (47%) -$2.2B 2019 Revenue by Geography (Proforma)1 Clean Earth Western Europe North America $838M $431M (39%) $1.4B (62%) Rail (1) $299M (14%) 2019 metrics are pro forma for the acquisition of Clean Earth (revenue = $302M), sale of Industrial businesses and acquisition of ESOL (revenue = $536M). © 2020 Harsco Corporation. All Rights Reserved. This document and the information set forth herein are the property of Harsco Corporation. -$2.2B (20%) Rest of World $387M (18%) HARSCO 11#12HISTORICAL PERSPECTIVE 2015 2017: BUILT STRONG FOUNDATION 2017-2018: PIVOTED TO GROWTH 2019-2020: PORTFOLIO TRANSFORMATION о Harsco Environmental revitalized o Improved and stabilized Harsco leadership team o Implemented core business system and developed Cl culture о Strengthened balance sheet and cash flow performance Realized meaningful lift in profitability and ROIC 。 Organic growth investments began in Harsco Environmental О Built-out innovation capabilities and applied products team 。 Acquired Altek Group, a supplier of innovative solutions in adjacent environmental market О Purchased Clean Earth, providing entry into additional environmental services market Monetized highly cyclical energy business and Industrial assets 。 Acquired Stericycle's ESOL business, further expanding the scale and geographic portfolio of hazardous waste processing facilities -65% ROIC-FOCUSED PORTFOLIO DEVELOPMENT STRATEGY ALIGNED WITH CREATING SHAREHOLDER VALUE Environmental segments as % of revenue © 2020 Harsco Corporation. All Rights Reserved. This document and the information set forth herein are the property of Harsco Corporation. -85% HARSCO 12#13HARSCO ENVIRONMENTAL MAKING A WORLD OF DIFFERENCE™M To our customers, our sites, our communities, our environment, and our people <~70 Customers $1.0B 2019 Revenue '30+ -155 Serving 30% Countries Sites of global LST1 (1) Excludes China, CIS, Iran, Japan, South Korea, Taiwan and Vietnam steel output. © 2020 Harsco Corporation. All Rights Reserved. This document and the information set forth herein are the property of Harsco Corporation. HARSCO 13#14HARSCO ENVIRONMENTAL - A GLOBAL MARKET LEADER IN Transformation Initiatives SIGNIFICANTLY IMPROVED Return Profile RESOURCE RECOVERY VALUE DRIVERS ➤ Critical services for metal production and environmental solutions that create value from waste ➤ Differentiated operational expertise and technology ➤ Cost savings benefits to customers ► Long-term contracts and multi-decade relationships ➤ High renewal rates with fixed / variable pricing ➤ Diversity of customers, geographies and end markets MATERIALS MANAGEMENT & SERVICES ENVIRONMENTAL & (ZERO WASTE) PRODUCT SOLUTIONS © 2020 Harsco Corporation. All Rights Reserved. This document and the information set forth herein are the property of Harsco Corporation. HARSCO 14#15HARSCO ENVIRONMENTAL - APPLIED PRODUCTS ➤ ADVANCED MATERIAL TECHNOLOGIES DELIVERING ZERO WASTE SOLUTIONS Performix, US Excell, US Reed Minerals, US Excell, Brazil BLACK BEAUTY ABRASIVE ABRASIVES FERTILIZER ASPHALT ROOFING GRANULES Steelphalt, UK ROAD CONSTRUCTION India SOLICITE AGORA UM ORÇAMENTO ALTEK Group, UK THT, China METALLURGICAL ADDITIVES SOIL CONDITIONER CEMENT PRODUCTION © 2020 Harsco Corporation. All Rights Reserved. This document and the information set forth herein are the property of Harsco Corporation. SLAG CONDITIONERS HARSCO 15#16ENVIRONMENTAL SEGMENT - STEADY GROWTH AND LIMITED VOLATILITY HARSCO ENVIRONMENTAL VS STEEL PRODUCERS - ADJUSTED EBITDA, ANNUAL, INDEXED (%) 200 150 100 50 0 FY 2016 FY 2017 FY 2018 FY 2019 FY 2020 ■HSC-HE Adjusted EBITDA Steel Companies- Adjusted EBITDA HARSCO ENVIRONMENTAL ADJUSTED EBITDA TO US HRC PRICE ($/T), ANNUAL, INDEXED (%) 200 150 100 50 50 0 FY 2016 FY 2017 FY 2018 FY 2019 FY 2020 ■HSC-HE Adjusted EBITDA USA- HRC($t) Domestic * Steel producers considered are Nucor, Ternium, US Steel Corp and Allegheny Tech. EBITDA information provided by Refinitiv and represents consensus data. Also, note that there is no uniform definition of Adjusted EBITDA. Each company defines Adjusted EBITDA differently and, as a result, Adjusted EBITDA of one company may include, or exclude, specific items that are classified differently by other companies. © 2020 Harsco Corporation. All Rights Reserved. This document and the information set forth herein are the property of Harsco Corporation. HARSCO 16#17CLEAN EARTH MAKING OUR EARTH CLEANER AND GREENER Leading providers of environmental and regulated waste solutions in the United States $838M 2019 Revenue¹ -90 19 560+ Permitted Facilities TSDF sites # of Permits (1) 2019 Revenue are pro forma for the acquisition of Clean Earth and acquisition of ESOL © 2020 Harsco Corporation. All Rights Reserved. This document and the information set forth herein are the property of Harsco Corporation. TM HARSCO 17#18CLEAN EARTH - LESS CYCLICAL WITH ATTRACTIVE GROWTH POTENTIAL REVENUE MIX BY LINE OF BUSINESS Dredge Material Contaminated Material 2% 20% -$838M1 Hazardous Waste 78% HIGH CASH CONVERSION AND CAPITAL-LIGHT BUSINESS O 83%2 EBITDA to FCF conversion - 83% (H2 2019) ☐ ********* KEY POINTS Environmental services with significant regulatory oversight Diverse customers, across Industrial, Retail and Medical markets, with recurring and long-term customer relationships Growth platform and resilient business model Management team with proven track record of financial, environmental and safety performance WASTE STREAMS ■■■■■ Industrial Retail Healthcare Infrastructure €2 (1) 2019 Revenue are pro forma for the acquisition of Clean Earth and acquisition of ESOL (2) Cash conversion ratio calculated based on H2 2019; time period since Harsco owned Clean Earth; excludes ESOL © 2020 Harsco Corporation. All Rights Reserved. This document and the information set forth herein are the property of Harsco Corporation. HARSCO 18#19ESOL IS A LEADER IN ENVIRONMENTAL AND REGULATED WASTE MANAGEMENT Highly complementary assets aligned with Harsco's environmental services focus Expands geographic portfolio across U.S., creating leading national hazardous waste processing platform M Clean Earth team's institutional knowledge and proven ability to optimize ESOL assets Expands exposure across value chain through large logistics fleet Meaningful opportunities for operational improvement cost synergies and revenue growth West (ESOL) # of TSDFS - 5 # of 10-Days - 19 West (Clean Earth) # of TSDFS-0 32 # of other sites - 2 South (ESOL) # of TSDFS - 2 North (ESOL) # of TSDFS-2 Clean Earth hazardous waste facility ESOL TSDF North (Clean Earth) # of TSDFS-1 # of 10-Days - 5 # of other sites - 0 # of 10-Days - 9 © 2020 Harsco Corporation. All Rights Reserved. This document and the information set forth herein are the property of Harsco Corporation. South (Clean Earth) # of TSDFS-0 # of other sites - 0 Northeast (ESOL) # of TSDFS-3 # of 10-Days -8 Northeast (Clean Earth) # of TSDFS - 2 # of other sites - 3 Southeast (ESOL) # of TSDFS-1 # of 10-Days - 7 Southeast (Clean Earth) # of TSDFS-3 # of other sites - 1 HARSCO 19#20Highlights ESOL INTEGRATION VALIDATES DEAL RATIONALE AND VALUE CREATION OPPORTUNITY Integration Milestones о о Take Control Day 1 Address Critical Path Items о о о Launch Assessment Teams Deploy Enablers and Address Structure Sequence Value Actions о Launch Value Programs o Build Capabilities 30+ workstreams aimed at validating rationale, deploying foundational elements, improving processes, and creating value programs Implemented new organizational structure to improve business performance, enable better decision making, and drive accountability ✰ Conducted site-specific diagnostics and developed facility-level improvement plans across ESOL Launched major process-oriented initiatives to improve the customer experience Implemented organization-wide operations, compliance, and EH&S improvements Stabilized IT operating systems Developed long-term plans for value delivery Improvement benefits tracking ahead of plan; now targeting $8 million in 2020 © 2020 Harsco Corporation. All Rights Reserved. This document and the information set forth herein are the property of Harsco Corporation. HARSCO 20#21HARSCO RAIL A CAPITAL-LIGHT BUSINESS WITH HIGH RETURNS O 5% CapEx -5% of revenue (2019)1 22% REVENUE MIX BY BUSINESS CONTRACTING SOLUTIONS ORIGINAL EQUIPMENT SALES ROIC 22% (2019)1 (1) Segment ROIC for 2019 = segment net operating profit after tax (NOPAT) divided by net operating assets. (2) Revenue breakdown from 2019. HARSCO RAIL Enabling TECHNOLOGY IN MOTION © 2020 Harsco Corporation. All Rights Reserved. This document and the information set forth herein are the property of Harsco Corporation. 7% 40% -$299M² 49% 4% AFTERMARKET PROTRAN TECHNOLOGY (SAFETY & DIAGNOSTIC) PRODUCTS HARSCO 21#22HARSCO RAIL - LEADER IN NORTH AMERICA RAIL MAINTENANCE EQUIPMENT WITH GLOBAL PRESENCE HARSCO HARSCO RAIL Enabling TECHNOLOGY IN MOTION -Original Equipment -Aftermarket -Protran Technology Products -Contracting Solutions VALUE DRIVERS Growing demand for increased safety and track condition awareness Strong backlog position; $452M at end of Q3 2020 Large and growing aftermarket opportunity Breadth of products and services, that support global infrastructure and rail investments Innovative technology and next generation equipment solutions Productivity improvements for customers Increased rail safety © 2020 Harsco Corporation. All Rights Reserved. This document and the information set forth herein are the property of Harsco Corporation. HARSCO 22#23DISCIPLINED FINANCIAL STRATEGY PRINCIPLES • Maintain efficient capital structure • Maximize strategic flexibility Financially driven capital allocation process NET LEVERAGE ($M)¹ Clean Earth and ESOL Acquisitions 4.5 x 2.9 x 2.4 x 2.2 x 1.8 x 1.6 x 2015 2016 2017 2018 2019 Q3 2020 (1) Net debt equals long term debt + short term borrowing + current maturities of long term debt - cash and cash equivalents. Net leverage ratio calculation in accordance with credit agreement. PRIORITIES • Commitment to reduce debt and maintain strong credit profile • Leverage ratio target 2.0x- 2.5x • • M&A activity on hold $13M remaining under share repurchase authorization; also on hold MAJOR DEBT MATURITIES - Q3 2020 © 2020 Harsco Corporation. All Rights Reserved. This document and the information set forth herein are the property of Harsco Corporation. $752 $500 2020 2021 2022 2023 2024 2025 2026 2027 HARSCO 23#24INNOVATION DRIVEN GROWTH A CULTURE GROUNDED IN SOLVING CUSTOMER NEED SUPPORTED BY BUSINESS DEVELOPMENT AND HOME-GROWN TECHNOLOGIES INSIGHT IDEA FILTERING & EVALUATION DEVELOPMENT EXECUTION • Solving environmental challenges & preserving natural resources ⚫ Achieving productivity & cost improvements • Strengthening safety performance Supporting infrastructure rail investments & performance Supporting energy reliability & independence • . SOME OF OUR INNOVATIVE SOLUTIONS HARSCO ENVIRONMENTAL STEAM BOXES MOBILE SCRAP SHEAR FALCON METAL RECOVERY CleanEarth HARSCO RAIL PFAS WASTEWATER TREATMENT LIGHTBULB RECYCLING ONCOLOGY DRUG WASTE RECYCLING CALLISTO TRACK GEOMETRY SOLUTIONS STONEBLOWING TX16 PRODUCTION/SWITCH TAMPER © 2020 Harsco Corporation. All Rights Reserved. This document and the information set forth herein are the property of Harsco Corporation. HARSCO 24#25GROWTH OPPORTUNITIES - ENVIRONMENTAL 7 (1) Contract wins since 2016 White Space at Existing Sites (average ~6 services per site relative to 40+ service offerings) RECENT CONTRACT WINS1 Targeted Pursuit of New Sites 44 # of Contract wins 137 1.5 Additional revenue backlog ($B) 10 New and Expanded Environmental Product Solutions Growth capital commitment ($m) Average new contract term (Yrs.) © 2020 Harsco Corporation. All Rights Reserved. This document and the information set forth herein are the property of Harsco Corporation. HARSCO 25#26GROWTH OPPORTUNITIES – CLEAN EARTH - Growing list of materials designated as Hazardous and Contaminated Market penetration through new permits and treatments Increased maintenance and environment dredging activity Permit modifications and expansions Geographic expansion Historical Legacy CE Trends¹ CE Active Permits¹ CAGR: 17%(2) $ 400 $ 300 $ 200 $ 100 Annual Rev. ($mm) $ 0 2016 I 2017 2018 2019 L-. ■Contaminated Materials Hazardous Materials ■Dredge (1) Data provided is inclusive of acquired permits (2) CAGR from 2016-2019 attributable to contaminated materials, hazardous materials and dredge revenues © 2020 Harsco Corporation. All Rights Reserved. This document and the information set forth herein are the property of Harsco Corporation. Fragmented industry provides growth potential -564 ~314 220 137 42 250 2010 2014 2018 2020 Clean Earth LIJESOL HARSCO 26#27GROWTH OPPORTUNITIES - RAIL STRONG REVENUE GROWTH IN CORE PRODUCTS ➤ Equipment & Services: Significant international opportunities; capture increased spending by Metros ➤ Aftermarket Parts: Increase penetration of large installed base; non-OEM strategy ➤ Protran Technology: Suite of collision and advance safety warning systems; measurement and diagnostic technologies to monitor track conditions and plan maintenance (1) CAGR attributable to Spare Parts, Protran Sales and Equipment. (Annual Revenue $M) China CRC Contract Services Equipment Protran Sales Spare Parts 400 CAGR: 8%1 300 200 100 0 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 © 2020 Harsco Corporation. All Rights Reserved. This document and the information set forth herein are the property of Harsco Corporation. HARSCO 27#28OUR ESG VISION & COMMITMENT Our ambition is to be an environmental, social and governance (ESG) leader in our industry We believe our long-term success depends not only on our financial performance, but also on our contributions to society and the value we deliver to our customers, employees, shareholders and the communities where we live and work We are committed to continuing our ESG journey and building on the progress we have made to date ENVIRONMENTAL, SOCIAL AND GOVERNANCE REPORT 2019-2020 Accelerating our transformation See our 2019-2020 ESG Report © 2020 Harsco Corporation. All Rights Reserved. This document and the information set forth herein are the property of Harsco Corporation. HARSCO HARSCO 28#292019-2020 HIGHLIGHTS ACROSS OUR ESG FOCUS AREAS Innovative Solutions Thriving Environment Derived 80% of our total revenue in 2019 from environmental solutions, up from 62% in 2018 Brought 22 new environmental solutions to market in 2019 Recycled nearly 19 million tons of material in 2019, up from 13 million tons in 2018 Harsco Environmental & Clean Earth named in top 100 environmental firms by Engineering News-Record in 2020 Set our first enterprise energy and carbon reduction goal - targeting a 15% reduction in the energy intensity of our operations by 2025 • Avoided 5 million metric tons of carbon emissions in 2019 through Harsco Environmental's recycling and repurposing solutions Certified 18 additional sites to ISO 14001 Inspired People Safe Workplaces • Recognized by 2020 Women on Boards for having women comprise at least 20% of our Board of Directors in 2019 Employees contributed over 5,500 hours volunteering with community organizations • Over 100 individuals and teams across Harsco were recognized in 2019 in our fifth annual Impact Awards Implemented our HarscoCares COVID-19 Global Principles at all our facilities to ensure the health & safety of our people around the world through the COVID-19 crisis • Achieved a Total Recordable Incident Rate of 0.8 in 2019 Certified 6 additional sites to ISO 18001/45001 • © 2020 Harsco Corporation. All Rights Reserved. This document and the information set forth herein are the property of Harsco Corporation. HARSCO 29#302019-2020 GOVERNANCE HIGHLIGHTS Increased the Board's ESG oversight by expanding the Governance Committee's review of ESG strategy, initiatives and policies, including emerging ESG issues, laws and regulations 89 Kathy Eddy and Carolann Haznedar were recognized by WomenInc. as one of the 2019 Most Influential Corporate Board Directors Established new executive leadership oversight on environmental strategy, management and compliance Enhanced focus on ESG in the 2020 enterprise risk management process Released a new corporate human rights policy in May 2020 © 2020 Harsco Corporation. All Rights Reserved. This document and the information set forth herein are the property of Harsco Corporation. Continued our focus on Global Compliance & Ethics with increased communications and training HARSCO 30#31POSITIONED TO DELIVER VALUE CREATION F Capable management team with proven ability to optimize businesses Well-positioned businesses to deliver earnings growth ROIC-focused approach $ © 2020 Harsco Corporation. All Rights Reserved. This document and the information set forth herein are the property of Harsco Corporation. FCF and value levers to strengthen capital structure HARSCO 31#32HARSCO Appendix © 2020 Harsco Corporation. All Rights Reserved. This document and the information set forth herein are the property of Harsco Corporation.#33EXPERIENCED MANAGEMENT TEAM NICHOLAS GRASBERGER Chairman, President and Chief Executive Officer PETER MINAN SVP & Chief Financial Officer RUSSELL HOCHMAN SVP, General Counsel, Chief Compliance Officer & Corporate Secretary WENDY LIVINGSTON SVP & Chief Human Resources Officer RUSS MITCHELL VP & Chief Operating Officer of Environmental DAVID STANTON SVP & President of Clean Earth JESWANT GILL SVP & President of Rail © 2020 Harsco Corporation. All Rights Reserved. This document and the information set forth herein are the property of Harsco Corporation. HARSCO 33#34EXPERIENCED BOARD OF DIRECTORS CAROLANN I. HAZNEDAR • Serves on the Board of Directors of Allison Transmission • Retired Senior Vice President, Americas for DuPont Performance Materials • 30+ years of management experience, leading several global businesses at E. I. du Pont de Nemours and Company DAVID C. EVERITT • Lead Independent Director Former Co-Leader of Deere & Company's Agriculture and Turf Division • Serves on the Board of Directors of Allison Transmission, Brunswick Corporation and Nutrien Ltd. EDGAR M. PURVIS Retired Executive Vice President and Chief Operating Officer of Emerson Electric Company • Former member of the executive board of the Air- Conditioning, Heating and Refrigeration Institute F. NICHOLAS GRASBERGER • Chairman of Board of Directors, President and Chief Executive Officer of Harsco Serves on the Board of Directors of Louisiana- Pacific Corporation Former Managing Director of Precision Polymers Division of Fenner Plc and Former Chief Financial Officer of Armstrong Holdings, Inc JAMES F. EARL ⚫ Retired Executive Vice President of GATX Corporation and President - GATX Rail International KATHY G. EDDY • Founding partner of McDonough, Eddy, Parsons & Baylous, A.C., a public accounting and financial services corporation . Former Chair of the American Institute of Certified Public Accountants Board of Directors • MARIO LONGHI Former President and Chief Executive Officer of United States Steel Corporation (U.S. Steel) Former President and Chief Executive Officer of Gerdau Ameristeel Corporation Serves on the Board of Directors of ITT Corporation © 2020 Harsco Corporation. All Rights Reserved. This document and the information set forth herein are the property of Harsco Corporation. PHILLIP C. WIDMAN Serves on the Board of Directors of Sturm, Ruger & Company, Inc. and Vectrus, Inc. Former Senior Vice President and CFO of Terex Former Executive Vice President and CFO of Philip Services Corporation HARSCO 34#35REVENUE MIX BY GEOGRAPHY1.2 COMPANY ME & Africa 4% Latin America 10% APAC 11% North America 46% Europe 30% APAC 12% ME & Africa 6% HARSCO ENVIRONMENTAL Latin America 14% CleanEarth. North America 28% HARSCO RAIL Enabling TECHNOLOGY IN MOTION Europe 17% APAC 24% (1) Revenue mix by location of origin for Company, Environmental and Clean Earth. Rail revenue mix is by location of customer. (2) Company 2019 Information, as reported. © 2020 Harsco Corporation. All Rights Reserved. This document and the information set forth herein are the property of Harsco Corporation. ME & Africa 1% Europe 39% Latin America 4% United States 100% North America 54% HARSCO 35#36HARSCO Non-GAAP Reconciliations © 2020 Harsco Corporation. All Rights Reserved. This document and the information set forth herein are the property of Harsco Corporation.#37RECONCILIATION OF NON-GAAP MEASURES HARSCO CORPORATION RECONCILIATION OF ADJUSTED DILUTED EARNINGS PER SHARE FROM CONTINUING OPERATIONS TO DILUTED EARNINGS (LOSS) PER SHARE FROM CONTINUING OPERATIONS AS REPORTED (Unaudited) Diluted earnings (loss) per share from continuing operations as reported Corporate acquisition and integration costs (a) Contingent consideration adjustments (b) Harsco Clean Earth Segment integration costs (c) Harsco Environmental Segment provision for doubtful accounts (d) Harsco Rail Segment improvement initiative costs (e) Harsco Environmental Segment change contingent consideration adjustments (f) Harsco Environmental Segment site exit related (g) Harsco Clean Earth Segment severance costs (h) Deferred tax asset valuation allowance adjustment (i) Corporate acquisition related tax benefit (j) Taxes on above unusual items (k) Adjusted diluted earnings per share from continuing operations, including acquisition amortization expense Acquisition amortization expense, net of tax (I) Adjusted diluted earnings per share from continuing operations © 2020 Harsco Corporation. All Rights Reserved. This document and the information set forth herein are the property of Harsco Corporation. Three Months Ended September 30 2020 2019 $ (0.10) 0.13 $ 0.22 0.03 0.03 (0.04) (0.03) 0.01 0.01 (0.01) 0.02 0.03 (m) 0.31 (m) 0.08 0.06 $ 0.08 $ 0.36 (m) HARSCO 37#38RECONCILIATION OF NON-GAAP MEASURES a. b. d. نه نه نن e. g. h. i. j. k. 1. m. Costs at Corporate associated with supporting and executing the Company's growth strategy (Q3 2020 $10.6 million pre-tax; Q3 2019 $2.7 million pre-tax). Adjustment to contingent consideration related to the acquisition of Clean Earth recorded on Corporate (Q3 2020 $2.4 million pre-tax). The Company adjusts operating income and Diluted earnings per share from continuing operations to exclude the impact of the change in fair value to the acquisition-related contingent consideration liability for the acquisitions because it believes that the adjustment for this item more closely correlates the reported financial measures with the ordinary and ongoing course of the Company's operations. Costs incurred in the Harsco Clean Earth Segment related to the integration of ESOL (Q3 2020 $0.1 million, pre-tax). Harsco Environmental Segment provision for doubtful accounts related to a customer in the U.K. entering administration (Q3 2019 $0.8 million pre-tax). Costs associated with a productivity improvement initiative in the Harsco Rail Segment (Q3 2019 $0.8 million pre-tax). Fair value adjustment to contingent consideration liability related to the acquisition of Altek (Q3 2019 $0.9 million pre-tax). The Company adjusts operating income and Diluted earnings per share from continuing operations to exclude the impact of the change in fair value to the acquisition-related contingent consideration liability for the acquisitions because it believes that the adjustment for this item more closely correlates the reported financial measures with the ordinary and ongoing course of the Company's operations. Harsco Environmental Segment site exit related (Q3 2019 $0.2 million pre-tax). Harsco Clean Earth Segment severance recognized (Q3 2019 $1.3 million pre-tax). Adjustment of certain existing deferred tax asset valuation allowances as a result of a site exit in a certain jurisdiction in 2019 (Q3 2019 $2.8 million). Acquisition related tax benefit recorded on Corporate assumed as part of the Clean Earth Acquisition (Q3 and nine months 2020 $2.8 million). Unusual items are tax-effected at the global effective tax rate, before discrete items, in effect at the time the unusual item is recorded, except for unusual items from countries where no tax benefit can be realized, in which case a zero percent tax rate is used. Acquisition amortization expense was $8.3 million pre-tax for Q3 2020 and $5.7 million pre-tax for Q3 2019. Does not total due to rounding. The Company's management believes Adjusted diluted earnings per share from continuing operations, which is a non-GAAP financial measure, is useful to investors because it provides an overall understanding of the Company's historical and future prospects. Exclusion of unusual items permits evaluation and comparison of results for the Company's core business operations, and it is on this basis that management internally assesses the Company's performance. Exclusion of acquisition-related intangible asset amortization expense, the amount of which can vary by the timing, size and nature of the Company's acquisitions, facilitates more consistent internal comparisons of operating results over time between the Company's newly acquired and long-held businesses, and comparisons with both acquisitive and non-acquisitive peer companies. It is important to note that such intangible assets contribute to revenue generation and that intangible asset amortization related to past acquisitions will recur in future periods until such intangible assets have been fully amortized. This measure should be considered in addition to, rather than as a substitute for, other information provided in accordance with GAAP. © 2020 Harsco Corporation. All Rights Reserved. This document and the information set forth herein are the property of Harsco Corporation. HARSCO 38#39RECONCILIATION OF NON-GAAP MEASURES HARSCO CORPORATION RECONCILIATION OF ADJUSTED DILUTED EARNINGS PER SHARE FROM CONTINUING OPERATIONS TO DILUTED EARNINGS (LOSS) PER SHARE FROM CONTINUING OPERATIONS AS REPORTED (Unaudited) Diluted loss per share from continuing operations as reported Corporate acquisition and integration costs (a) Corporate unused debt commitment and amendment fees (b) Taxes on above unusual items (c) Adjusted diluted earnings per share from continuing operations, including acquisition amortization expense Acquisition amortization expense, net of tax (d) Three Months Ended June 30 2020 $ (0.14) 0.22 0.02 (0.05) 0.05 0.08 0.13 Adjusted diluted earnings per share from continuing operations a. Costs at Corporate associated with supporting and executing the Company's growth strategy (Q2 2020 $17.2 million pre-tax). b. Costs at Corporate associated with amending the Company's existing Senior Secured Credit Facilities to increase the net debt to consolidated adjusted EBITDA ratio covenant (Q2 2020 $1.4 million pre-tax). C. d. Unusual items are tax-effected at the global effective tax rate, before discrete items, in effect at the time the unusual item is recorded, except for unusual items from countries where no tax benefit can be realized, in which case a zero percent tax rate is used. Acquisition amortization expense was $8.4 million pre-tax for Q2 2020. The Company's management believes Adjusted diluted earnings per share from continuing operations, which is a non-GAAP financial measure, is useful to investors because it provides an overall understanding of the Company's historical and future prospects. Exclusion of unusual items permits evaluation and comparison of results for the Company's core business operations, and it is on this basis that management internally assesses the Company's performance. Exclusion of acquisition-related intangible asset amortization expense, the amount of which can vary by the timing, size and nature of the Company's acquisitions, facilitates more consistent internal comparisons of operating results over time between the Company's newly acquired and long- held businesses, and comparisons with both acquisitive and non-acquisitive peer companies. It is important to note that such intangible assets contribute to revenue generation and that intangible asset amortization related to past acquisitions will recur in future periods until such intangible assets have been fully amortized. This measure should be considered in addition to, rather than as a substitute for, other information provided in accordance with GAAP. © 2020 Harsco Corporation. All Rights Reserved. This document and the information set forth herein are the property of Harsco Corporation. HARSCO 39#40RECONCILIATION OF NON-GAAP MEASURES HARSCO CORPORATION RECONCILIATION OF ADJUSTED EBITDA BY SEGMENT TO OPERATING INCOME (LOSS) AS REPORTED BY SEGMENT (Unaudited) (In thousands) Harsco Environmental Harsco Clean Earth (a) Harsco Rail Corporate Consolidated Totals Three Months Ended September 30, 2020: Operating income (loss) as reported Corporate acquisition and integration costs $ 12,317 $ 8,902 $ 4,059 $ (20,214) $ 5,064 $ $ Corporate contingent consideration adjustments Harsco Clean Earth Segment integration costs 114 | | | $ 10,645 $ 10,645 2,437 2,437 114 Operating income (loss) excluding unusual items Depreciation Amortization Adjusted EBITDA Revenues as reported Adjusted EBITDA margin (%) 12,317 9,016 25,588 5,010 4,059 1,258 (7,132) 497 18,260 32,353 1,970 6,218 85 8,273 $ 39,875 $ 20,244 $ 5,402 $ (6,635) $ 58,886 $ 222,507 $ 194,098 $ 92,793 $ 509,398 17.9 % 10.4 % 5.8 % 11.6 % 40 (a) The Company's acquisition of ESOL closed on April 6, 2020 and the Company's acquisition of Clean Earth closed on June 28, 2019. Consolidated Adjusted EBITDA is a non-GAAP financial measure and consists of income from continuing operations adjusted to add back income tax expense; equity income of unconsolidated entities, net; net interest; defined benefit pension income (expense); unused debt commitment and amendment fees; and depreciation and amortization (excluding amortization of deferred financing costs); and excludes unusual items. Segment Adjusted EBITDA consists of operating income from continuing operations adjusted to exclude unusual items and add back depreciation and amortization (excluding amortization of deferred financing costs). The sum of the Segments' Adjusted EBITDA equals consolidated Adjusted EBITDA. The Company's management believes Adjusted EBITDA is meaningful to investors because management reviews Adjusted EBITDA in assessing and evaluating performance. However, this measure should be considered in addition to, rather than as a substitute for, net income from continuing operations, operating income from continuing operations and other information provided in accordance with GAAP. The Company's method of calculating Adjusted EBITDA may differ from methods used by other companies and, as a result, Adjusted EBITDA may not be comparable to other similarly titled measures disclosed by other companies. © 2020 Harsco Corporation. All Rights Reserved. This document and the information set forth herein are the property of Harsco Corporation. HARSCO#41RECONCILIATION OF NON-GAAP MEASURES HARSCO CORPORATION RECONCILIATION OF ADJUSTED EBITDA BY SEGMENT TO OPERATING INCOME (LOSS) AS REPORTED BY SEGMENT (Unaudited) (In thousands) Harsco Environmental Harsco Clean Earth (a) Three Months Ended September 30, 2019: Operating income (loss) as reported Corporate acquisition and integration costs Harsco Clean Earth Segment severance costs Harsco Environmental Segment contingent consideration adjustments Harsco Rail Segment improvement initiative costs Harsco Environmental Segment provision for doubtful accounts Harsco Environmental Segment site exit related Operating income (loss) excluding unusual items Depreciation Amortization Adjusted EBITDA Revenues as reported Adjusted EBITDA margin (%) Harsco Rail Corporate Consolidated Totals $ 32,794 $ 11,308 $ 12,115 $ (9,472) 2,743 $ 46,745 2,743 1,254 1,254 (906) (906) 845 845 815 815 (156) (156) 32,547 12,562 12,960 25,557 2,359 1,192 (6,729) 716 51,340 29,824 1,751 3,834 84 5,669 $ 59,855 $ 18,755 $ 14,236 $ (6,013) $ 86,833 $ 260,883 22.9 % $ 87,639 $ 74,633 $ 423,155 21.4% 19.1 % 20.5 % (a) The Company's acquisition of ESOL closed on April 6, 2020 and the Company's acquisition of Clean Earth closed on June 28, 2019. Consolidated Adjusted EBITDA is a non-GAAP financial measure and consists of income from continuing operations adjusted to add back income tax expense; equity income of unconsolidated entities, net; net interest; defined benefit pension income (expense); unused debt commitment and amendment fees; and depreciation and amortization (excluding amortization of deferred financing costs); and excludes unusual items. Segment Adjusted EBITDA consists of operating income from continuing operations adjusted to exclude unusual items and add back depreciation and amortization (excluding amortization of deferred financing costs). The sum of the Segments' Adjusted EBITDA equals consolidated Adjusted EBITDA. The Company's management believes Adjusted EBITDA is meaningful to investors because management reviews Adjusted EBITDA in assessing and evaluating performance. However, this measure should be considered in addition to, rather than as a substitute for, net income from continuing operations, operating income from continuing operations and other information provided in accordance with GAAP. The Company's method of calculating Adjusted EBITDA may differ from methods used by other companies and, as a result, Adjusted EBITDA may not be comparable to other similarly titled measures disclosed by other companies. © 2020 Harsco Corporation. All Rights Reserved. This document and the information set forth herein are the property of Harsco Corporation. HARSCO 41#42RECONCILIATION OF NON-GAAP MEASURES HARSCO CORPORATION RECONCILIATION OF ADJUSTED EBITDA BY SEGMENT TO OPERATING INCOME (LOSS) AS REPORTED BY SEGMENT (Unaudited) (In thousands) Three Months Ended June 30, 2020: Operating income (loss) as reported Corporate acquisition and integration costs Operating income (loss) excluding unusual items Depreciation Amortization Adjusted EBITDA Revenues as reported Adjusted EBITDA margin (%) Harsco Environmental Harsco Clean Earth (a) Harsco Rail Corporate Consolidated Totals 42 $ 13,563 $ (202) $ 8,631 $ 13,563 (202) 8,631 (20,124) 17,176 (2,948) $ 1,868 17,176 19,044 24,663 5,138 1,257 521 31,579 1,921 6,347 83 8,351 $ 40,147 $ 11,283 $ 9,971 $ (2,427) $ 58,974 $ 203,991 19.7 % $ 161,579 $ 81,711 $ 447,281 7.0% 12.2 % 13.2 % (a) The Company's acquisition of ESOL closed on April 6, 2020 and the Company's acquisition of Clean Earth closed on June 28, 2019. Consolidated Adjusted EBITDA is a non-GAAP financial measure and consists of income from continuing operations adjusted to add back income tax expense; equity income of unconsolidated entities, net; net interest; defined benefit pension income (expense); unused debt commitment and amendment fees; and depreciation and amortization (excluding amortization of deferred financing costs); and excludes unusual items. Segment Adjusted EBITDA consists of operating income from continuing operations adjusted to exclude unusual items and add back depreciation and amortization (excluding amortization of deferred financing costs). The sum of the Segments' Adjusted EBITDA equals consolidated Adjusted EBITDA. The Company's management believes Adjusted EBITDA is meaningful to investors because management reviews Adjusted EBITDA in assessing and evaluating performance. However, this measure should be considered in addition to, rather than as a substitute for, net income from continuing operations, operating income from continuing operations and other information provided in accordance with GAAP. The Company's method of calculating Adjusted EBITDA may differ from methods used by other companies and, as a result, Adjusted EBITDA may not be comparable to other similarly titled measures disclosed by other companies. © 2020 Harsco Corporation. All Rights Reserved. This document and the information set forth herein are the property of Harsco Corporation. HARSCO#43RECONCILIATION OF NON-GAAP MEASURES HARSCO CORPORATION RECONCILIATION OF CONSOLIDATED ADJUSTED EBITDA TO CONSOLIDATED LOSS FROM CONTINUING OPERATIONS AS REPORTED (Unaudited) Three Months Ended September 30 (In thousands) Consolidated loss from continuing operations Add back (deduct): Equity in income of unconsolidated entities, net Income tax benefit Defined benefit pension income Interest expense Interest income Depreciation Amortization Unusual items: Corporate acquisition and integration costs Corporate contingent consideration adjustments Clean Earth Segment integration costs Consolidated Adjusted EBITDA 2020 $ (6,604) (9) (1,654) (1,859) 15,794 (604) 32,353 8,273 10,645 2,437 114 58,886 Consolidated Adjusted EBITDA is a non-GAAP financial measure and consists of income from continuing operations adjusted to add back income tax expense; equity income of unconsolidated entities, net; net interest; defined benefit pension income (expense); unused debt commitment and amendment fees; and depreciation and amortization (excluding amortization of deferred financing costs); and excludes unusual items. Segment Adjusted EBITDA consists of operating income from continuing operations adjusted to exclude unusual items and add back depreciation and amortization (excluding amortization of deferred financing costs). The sum of the Segments' Adjusted EBITDA equals consolidated Adjusted EBITDA. The Company's management believes Adjusted EBITDA is meaningful to investors because management reviews Adjusted EBITDA in assessing and evaluating performance. However, this measure should be considered in addition to, rather than as a substitute for, net income from continuing operations, operating income from continuing operations and other information provided in accordance with GAAP. The Company's method of calculating Adjusted EBITDA may differ from methods used by other companies and, as a result, Adjusted EBITDA may not be comparable to other similarly titled measures disclosed by other companies. © 2020 Harsco Corporation. All Rights Reserved. This document and the information set forth herein are the property of Harsco Corporation 43 HARSCO#44RECONCILIATION OF NON-GAAP MEASURES HARSCO CORPORATION RECONCILIATION OF PROJECTED CONSOLIDATED ADJUSTED EBITDA TO PROJECTED CONSOLIDATED INCOME FROM CONTINUING OPERATIONS (Unaudited) (In millions) Consolidated income from continuing operations Add back: Income tax expense Net interest Defined benefit pension income Depreciation and amortization Consolidated Adjusted EBITDA Projected Three Months Ending December 31 2020 Low High $ 1 $ 3 $ 1 4 16 16 (2) (2) 42 42 58 $ 63 Consolidated Adjusted EBITDA is a non-GAAP financial measure and consists of income from continuing operations adjusted to add back income tax expense; equity income of unconsolidated entities, net; net interest; defined benefit pension income (expense); unused debt commitment and amendment fees; and depreciation and amortization (excluding amortization of deferred financing costs); and excludes unusual items. Segment Adjusted EBITDA consists of operating income from continuing operations adjusted to exclude unusual items and add back depreciation and amortization (excluding amortization of deferred financing costs). The sum of the Segments' Adjusted EBITDA equals consolidated Adjusted EBITDA. The Company's management believes Adjusted EBITDA is meaningful to investors because management reviews Adjusted EBITDA in assessing and evaluating performance. However, this measure should be considered in addition to, rather than as a substitute for, net income from continuing operations, operating income from continuing operations and other information provided in accordance with GAAP. The Company's method of calculating Adjusted EBITDA may differ from methods used by other companies and, as a result, Adjusted EBITDA may not be comparable to other similarly titled measures disclosed by other companies. © 2020 Harsco Corporation. All Rights Reserved. This document and the information set forth herein are the property of Harsco Corporation 44 HARSCO#45RECONCILIATION OF NON-GAAP MEASURES HARSCO CORPORATION RECONCILIATION OF FREE CASH FLOW TO NET CASH PROVIDED (USED) BY OPERATING ACTIVITIES (Unaudited) Three Months Ended September 30, 2020 (In thousands) Net cash provided by operating activities Less capital expenditures Less expenditures for intangible assets Plus capital expenditures for strategic ventures (a) Plus total proceeds from sales of assets (b) Plus transaction-related expenditures (c) Plus taxes paid on sale of divested businesses (d) Free cash flow Three Months Nine Months Ended September 30, 2020 Ended $ 2020 20,755 (27,883) $ 2019 44,657 (55,870) $ 2020 42,276 (79,096) 2019 June 30 2020 $ (127) (721) (169) 50,029 (147,071) (1,246) $ 33,057 (23,319) 16 603 1,461 1,967 4,831 225 521 5,355 4,473 7,560 1,767 10,732 13,809 18,410 10,390 26,672 26,380 5,961 $ 14,185 $ 5,272 $ 10,308 $ (59,517) $ 376 18,083 (a) Capital expenditures for strategic ventures represent the partner's share of capital expenditures in certain ventures consolidated in the Company's financial statements. (b) Asset sales are a normal part of the business model, primarily for the Harsco Environmental Segment. (c) Expenditures directly related to the Company's acquisition and divestiture transactions. (d) Income taxes paid on gains on the sale of discontinued businesses. The Company's management believes that Free cash flow, which is a non-GAAP financial measure, is meaningful to investors because management reviews cash flows generated from operations less capital expenditures net of asset sales proceeds and transaction-related expenditures and income taxes for planning and performance evaluation purposes. It is important to note that free cash flow does not represent the total residual cash flow available for discretionary expenditures since other non-discretionary expenditures, such as mandatory debt service requirements and settlements of foreign currency forward exchange contracts, are not deducted from this measure. This measure should be considered in addition to, rather than as a substitute for, other information provided in accordance with GAAP. © 2020 Harsco Corporation. All Rights Reserved. This document and the information set forth herein are the property of Harsco Corporation. HARSCO 45#46RECONCILIATION OF NON-GAAP MEASURES HARSCO CORPORATION RECONCILIATION OF PROJECTED FREE CASH FLOW TO PROJECTED CASH PROVIDED (USED) BY OPERATING ACTIVITIES (Unaudited) Projected Three Months Ending December 31 (In thousands) Net cash provided by operating activities Less capital expenditures Plus total proceeds from asset sales and capital expenditures for strategic ventures Free cash flow 2020 Low High 50 60 (31) (37) 1 2 $ 20 $ 25 The Company's management believes that Free cash flow, which is a non-GAAP financial measure, is meaningful to investors because management reviews cash flows generated from operations less capital expenditures net of asset sales proceeds and transaction-related expenditures and income taxes for planning and performance evaluation purposes. It is important to note that free cash flow does not represent the total residual cash flow available for discretionary expenditures since other non-discretionary expenditures, such as mandatory debt service requirements and settlements of foreign currency forward exchange contracts, are not deducted from this measure. This measure should be considered in addition to, rather than as a substitute for, other information provided in accordance with GAAP. © 2020 Harsco Corporation. All Rights Reserved. This document and the information set forth herein are the property of Harsco Corporation. HARSCO 46#47HARSCO © 2020 Harsco Corporation. This document and its contents remains the property of Harsco Corporation. Any disclosure and/or copying of this document and/or its contents without the prior written approval of Harsco Corporation is prohibited. All Rights Reserved 47