Equity Method Investments

As a result of the Infrastructure transaction, the Company now possesses an approximate 29% equity interest in Brand at March 31, 2014. See Note 3, Acquisitions and Dispositions, for additional information related to the Infrastructure transaction.

Brand is a leading provider of specialized services to the global energy, industrial and infrastructure markets that combines a global footprint, broad service offerings and rigorous operating processes to support customer required facility maintenance and turnaround needs and capital driven upgrade and expansion plans. Brand's range of services includes work access, corrosion management, atmospheric and immersion coatings, insulation services, fireproofing and refractory, mechanical services, forming and shoring and other complementary specialty services. Brand delivers services through a global network of strategically located branches in six continents with a particular focus on major hydrocarbon and power generation markets globally. In addition, Brand has co-located branches at energy-related customer facilities providing a consistent presence for required maintenance work.

The book value of the Company's investment in Brand at March 31, 2014 was $298.3 million. The Company records the Company's proportionate share of Brand's net income or loss one quarter in arrears. Brand's results of operations for the period ended December 31, 2013 are summarized as follows:




(In thousands)	December 31 2013
Summarized Balance Sheet Information of Brand:
Current assets	$	728,131
Property and equipment , net	886,305
Other noncurrent assets	1,743,965
Total assets	$	3,358,401

Short-term borrowings, including current portion of long-term debt	$	13,829
Other current liabilities	386,908
Long-term debt	1,756,757
Other noncurrent liabilities	415,840
Total liabilities	2,573,334
Equity	785,067
Total liabilities and equity	$	3,358,401



(In thousands)	Period From November 27, 2013 Through December 31, 2013
Summarized Statement of Operations Information of Brand:
Net revenues	$	236,094
Gross profit	48,832
Net loss	(4,245		)

Harsco's equity in income of Brand (a)	(1,231		)

(a) The Company's equity method investment in Brand began on November 26, 2013 and accordingly there is only approximately one month of related equity loss. The results of the Harsco Infrastructure Segment from January 1, 2013 through the date of closing are reported in the Company's results of operations for 2013.

As part of the Infrastructure transaction, the Company is required to make a quarterly payment to the Company's partner in the Infrastructure strategic venture, either (at the Company's election) (i) in cash, with total payments to equal approximately $22 million per year on a pre-tax basis (approximately $15 million per year after-tax), or (ii) in kind through the transfer of approximately 2.5% of the Company's ownership interest in the Infrastructure strategic venture on an annual basis (the "unit adjustment liability"). The resulting liability is reflected in the caption, Unit adjustment liability, on the Company's Condensed Consolidated Balance Sheets. The Company will recognize the change in fair value to unit adjustment liability each period until the Company is no longer required to make these payments or chooses not to make these payments. The change in fair value to unit adjustment liability is a non-cash expense. For the three months ended March 31, 2014, the Company recognized $2.5 million of change in fair value to unit adjustment liability.

The Company's obligation to make a quarterly payment will cease upon the earlier of (i) Brand achieving $479.0 million in last twelve months' earnings before interest, taxes, depreciation and amortization for three quarters, which need not be consecutive, or (ii) eight years after the closing of the Infrastructure transaction. In addition, upon the initial public offering of Brand, the Company's quarterly payment obligation will decrease by the portion of CD&R's ownership interest sold or eliminated completely once CD&R's ownership interest in Brand falls below 20%. In the event of a liquidation of Brand, CD&R is entitled to a liquidation preference of approximately $336 million, plus any quarterly payments that had been paid in kind.

The Condensed Consolidated Balance Sheets as of March 31, 2014 and December 31, 2013 include balances related to the unit adjustment liability of $103.3 million and $106.3 million, respectively in the current and non-current captions, Unit adjustment liability.

The Company intends to make these quarterly payments in cash and will continue to evaluate the implications of making payments in cash or in kind based upon performance of the Infrastructure strategic venture. In the future, should the Company decide not to make the cash payment, the value of both the equity method investment in Brand and the related unit adjustment liability may be impacted, and the change may be reflected in earnings in that period.

Balances related to transactions between the Company and Brand are as follows:



(In thousands)	March 31 2014		December 31 2013
Balances due from Brand	$	22,925	$	85,908
Balances due to Brand	43,009		149,325

These balances between the Company and Brand relate primarily to the finalization of the Infrastructure transaction, including transition services and the funding of certain transferred defined benefit pension plan obligations through 2018. There is not expected to be any significant level of revenue or expense between the Company and Brand on an ongoing basis once all aspects of the Infrastructure transaction have been finalized.

No instances of impairment were noted on the Company's equity method investments for the three months ended March 31, 2014.