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What changed in ENVIRI Corp's 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of ENVIRI Corp's 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+368 added−314 removedSource: 10-K (2026-02-24) vs 10-K (2025-02-20)

Top changes in ENVIRI Corp's 2025 10-K

368 paragraphs added · 314 removed · 255 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

69 edited+18 added−23 removed39 unchanged
Biggest changeAs the cornerstone to our shared Company culture, these values reflect our overarching direction and purpose as a business: • Be Environmental - Have an unwavering determination to make the world cleaner and greener. • Be Performance Driven - Act with passion to deliver winning results. • Be Customer Focused - Actively listen to our customers’ needs to exceed their expectations. • Be Caring - Embed safety into everything we do and treat each other as we’d like to be treated ourselves. • Be Inclusive - Create a diverse, collaborative and inclusive workplace by embracing differences. • Be Respectful - Act truthfully and honorably to create a culture where people, opinions, and feelings are respected.
Biggest changeAs the cornerstone to our shared Company culture, these values reflect our overarching direction and purpose as a business: • Be Environmental. Have an unwavering determination to make the world cleaner and greener. • Be Performance Driven. Act with passion to deliver winning results. • Be Customer Focused.
CE currently operates 19 RCRA Part B permitted TSDFs, wastewater treatment facilities and supporting 10-day transfer facilities across the U.S., serving approximately 90,000 customer locations, while utilizing a fleet of approximately 800 vehicles. It also holds a portfolio of over 700 critically-important permits, and the majority of waste handled by CE is recycled or beneficially reused.
CE currently operates 19 RCRA Part B permitted TSDFs, wastewater treatment facilities and supporting 10-day transfer facilities across the U.S., serving over 90,000 customer locations, while utilizing a fleet of approximately 800 vehicles. It also holds a portfolio of over 700 critically-important permits, and the majority of waste handled by CE is recycled or beneficially reused.
Our service representatives are deployed around the world, and our e-commerce website features over 20,000 parts. Technology Equipment Rail's technology equipment line is focused on new innovation. This includes new product development using artificial intelligence to improve operational efficiency and performance, cost-effective measurement equipment to improve track geometry and safety systems to keep railway personnel safe.
Our service representatives are deployed around the world, and our e-commerce website features over 20,000 parts. Technology Equipment Rail's technology equipment line is focused on innovation. This includes new product development using artificial intelligence to improve operational efficiency and performance, cost-effective measurement equipment to improve track geometry and safety systems to keep railway personnel safe.
These permits are generally difficult to obtain. This dynamic, along with increased regulation on the treatment and disposal of specialty waste, is beneficial to our CE business. The most significant U.S. federal environmental regulation that impacts our business is the RCRA. RCRA created a cradle-to-grave system which governs the transportation, treatment, storage and disposal of hazardous waste.
These permits are generally difficult to obtain. This dynamic, along with increased regulation on the treatment and disposal of specialty waste, is beneficial to our CE business. The most significant U.S. federal environmental regulation that impacts our business is RCRA. RCRA created a cradle-to-grave system which governs the transportation, treatment, storage and disposal of hazardous waste.
This aggregate is often used as unbound road base material for secondary roads and sub-base material elsewhere. • Metallurgical Additives - The Company’s custom-designed steelmaking additives facilitate fluid slag formation in the steelmaking process, thus improving customer productivity and helping achieve the steel product specifications required for today’s premium applications. • Agriculture and Turf Products - We produce soil conditioners and fertilizers, principally from stainless steel slag that optimize crop yields and turf performance.
This aggregate is often used as unbound road base material for secondary roads and sub-base material elsewhere. • Metallurgical Additives - The Company’s custom-designed steelmaking additives facilitate fluid slag formation in the steelmaking process, thus improving customer productivity and helping achieve the steel product specifications required for today’s premium applications. 3 • Agriculture and Turf Products - We produce soil conditioners and fertilizers, principally from stainless steel slag that optimize crop yields and turf performance.
Estimated future revenues are exclusive of anticipated contract renewals, projected volume increases and ad-hoc services, as well as future revenues from roadmaking materials. 2 LINES OF BUSINESS HE provides a broad range of services, most of which address our customers’ environmental challenges. In total, these services reduce both landfill waste and the carbon footprint of our customers’ sites.
Estimated future revenues are exclusive of anticipated contract renewals, projected volume increases and ad-hoc services, as well as future revenues from roadmaking materials. LINES OF BUSINESS HE provides a broad range of services, most of which address our customers’ environmental challenges. In total, these services reduce both landfill waste and the carbon footprint of our customers’ sites.
Additionally, we have initiated efforts to expand our downstream products business and plan to continue investing in innovation to support our business sustainability. 3 A summary of our key growth initiatives is as follows: • Further Penetrate Existing Sites . Given our broad services capabilities, we see potential for add-on services contracts at existing sites. • New Sites.
Additionally, we have initiated efforts to expand our downstream products business and plan to continue investing in innovation to support our business sustainability. A summary of our key growth initiatives is as follows: • Further Penetrate Existing Sites . Given our broad services capabilities, we see potential for add-on services contracts at existing sites. • New Sites.
Unless specifically stated herein, documents and information on the Company's website are not incorporated by reference into this document. 7 ENVIRI BUSINESS SYSTEM ("EBS") Our EBS is a shared set of processes that reflect and support our corporate strategy. These repeatable and replicable standards and practices are the hallmark of a high-performing company.
Unless specifically stated herein, documents and information on the Company's website are not incorporated by reference into this document. ENVIRI BUSINESS SYSTEM ("EBS") Our EBS is a shared set of processes that reflect and support our corporate strategy. These repeatable and replicable standards and practices are the hallmark of a high-performing company.
This initiative includes developing new customer or industry solutions, either in-house or externally, and expanding the usage of technologies that already exist within our business. COMPETITION HE competes principally with a small number of privately-held businesses for services outsourced by customers on a global basis.
This initiative includes developing new customer or industry solutions, either in-house or externally, and expanding the usage of technologies that already exist within our business. COMPETITION HE competes principally with a small number of businesses for services outsourced by customers on a global basis.
After-Market Parts and Services Rail sells a full range of aftermarket parts and provides on-site technical assistance and training programs to our customers. These products include original equipment manufacturer ("OEM") genuine replacement parts and upgrade kits to ensure equipment achieves peak performance and to minimize operating costs.
Aftermarket Parts and Services Rail sells a full range of aftermarket parts and provides on-site technical assistance and training programs to our customers. These products include original equipment manufacturer ("OEM") genuine replacement parts and upgrade kits to ensure equipment achieves peak performance and to minimize operating costs.
Rail is not considered to be influenced by seasonal trends, although its business is often influenced by the timing of budgetary practices of customers. Due to these factors, the Company’s revenues and earnings are usually higher during the second and third quarters of each year relative to the first and fourth quarters of the year.
Rail is not considered to be influenced by seasonal trends, although its business is often influenced by the timing of budgetary practices of customers. 8 Due to seasonal factors, the Company’s revenues and earnings are usually higher during the second and third quarters of each year relative to the first and fourth quarters of the year.
HE serves 70 mill services customers at approximately 130 sites in approximately 30 countries. Our diversified customer base includes the largest steel producers in the regions where we operate, serving a mix of mini-mill and integrated operations.
HE serves 70 mill services customers at approximately 120 sites in approximately 30 countries. Our diversified customer base includes the largest steel producers in the regions where we operate, serving a mix of mini-mill and integrated operations.
Item 1. Business. OUR COMPANY - OUR VISION Enviri Corporation is a market-leading, global provider of environmental solutions for industrial and specialty waste streams, and innovative equipment and technology for the rail sector. Our three reportable business segments are Harsco Environmental, Clean Earth and Harsco Rail and we are a leader in the markets we serve.
OUR COMPANY Enviri Corporation is a market-leading, global provider of environmental solutions for industrial and specialty waste streams, and innovative equipment and technology for the rail sector. Our three reportable business segments are Harsco Environmental, Clean Earth and Harsco Rail and we are a leader in the markets we serve.
GROWTH STRATEGY Favorable underlying market dynamics, driven by increased regulation and a growing list of contaminants and hazardous materials, and investment are anticipated to fuel CE’s growth in the coming years. We also anticipate introducing newer technologies into the market with new treatment solutions and expansion of existing technologies, including permit modifications and applications in new geographic markets.
GROWTH STRATEGY Favorable underlying market dynamics, driven by increased regulation and a growing list of contaminants and hazardous materials, and investment are anticipated to fuel CE’s growth in the coming years. CE also anticipates introducing newer technologies into the market with new treatment solutions and expansion of existing technologies, including permit modifications and applications in new geographic markets.
CUSTOMERS Over 125 major railways, including Class-1 railroads in North America, mass transit systems (authorities), equipment leasing companies and state-owned railroads around the world have chosen Harsco Rail to optimize the condition of their tracks. Rail’s geographic and product mix is diversified. In 2024, 40% of Rail’s revenues were derived outside of North America.
CUSTOMERS Over 125 major railways, including Class-1 railroads in North America, mass transit systems (authorities), equipment leasing companies and state-owned railroads around the world have chosen Harsco Rail to optimize the condition of their tracks. Rail’s geographic and product mix is diversified. In 2025, 43% of Rail’s revenues were derived outside of North America.
After treatment, these materials are also beneficially reused as fill material. In 2024, this line of business represented approximately 17% of CE’s revenues. OPERATIONS AND PERMITS CE provides a suite of regulation-compliant treatment solutions for hazardous and non-hazardous wastes that can be tailored to meet customer-specific requirements.
After treatment, these materials are also beneficially reused as fill material. In 2025, this line of business represented approximately 15% of CE’s revenues. OPERATIONS AND PERMITS CE provides a suite of regulation-compliant treatment solutions for hazardous and non-hazardous wastes that can be tailored to meet customer-specific requirements.
In 2024, on-site services represented approximately 87% of HE’s revenues. A summary of our most significant services is as follows: Resource Recovery, Metal Recycling and Slag Optimization Resource recovery, metal recycling and slag optimization is the core component of our service offerings. We capture liquid steel waste or byproduct (slag) and transport it for cooling, treatment and conditioning.
In 2025, on-site services represented approximately 93% of HE’s revenues. A summary of our most significant services is as follows: Resource Recovery, Metal Recycling and Slag Optimization Resource recovery, metal recycling and slag optimization is the core component of our service offerings. We capture liquid steel waste or byproduct (slag) and transport it for cooling, treatment and conditioning.
Financial Statements and Supplementary Data. The Company reports segment information using the “management approach,” based on the way management organizes and reports the segments within the enterprise for making operating decisions, assessing performance and allocating capital. The Company’s reporting segments are identified based upon differences in products, services, and markets served.
The Company reports segment information using the “management approach,” based on the way management organizes and reports the segments within the enterprise for making operating decisions, assessing performance and allocating capital. The Company’s reporting segments are identified based upon differences in products, services, and markets served.
Additionally, the Company’s cash flows are also influenced by seasonality.
Additionally, the Company’s cash flows are influenced by seasonality.
GROWTH Developing new and differentiated technology is critical to our growth, and we see numerous potential growth levers for Harsco Rail throughout our product portfolio and expanding global presence. We expect to benefit in North America from the efficiency or productivity goals of our freight customers and investments by transit authorities to upgrade and improve asset performance.
GROWTH Developing new and differentiated technology is critical to our growth, and growth levers exist for Harsco Rail throughout our product portfolio through expanding our global presence. We expect to benefit in North America from the efficiency or productivity goals of our freight customers and investments by transit authorities to upgrade and improve asset performance.
We are a leading supplier of collision avoidance and warning systems to enhance passenger, rail worker and pedestrian safety and we pioneered a number of measurement and diagnostic technologies that further support railway maintenance programs. More specifically, Rail is a supplier of equipment, after-market parts and services for the construction and maintenance of railway track.
We are also a leading supplier of collision avoidance and warning systems to enhance passenger, rail worker and pedestrian safety and we pioneered a number of measurement and diagnostic technologies that further support railway maintenance programs. More specifically, Rail is a supplier of core and application-specific specialty equipment, after-market parts and services for the construction and maintenance of railway track.
ENVIRI CORPORATE ENVIRONMENTAL, SOCIAL AND GOVERNANCE ("ESG") We are committed to building a global, market-leading environmental solutions company that preserves our environment, adheres to ethical and responsible business practices, and supports our customers as they do the same.
ENVIRI CORPORATE ENVIRONMENTAL, SOCIAL AND GOVERNANCE ("ESG") We are committed to building a market-leading services and products company that preserves our environment, adheres to ethical and responsible business practices and supports our customers as they do the same.
With years of experience, Rail's contract service teams have covered approximately 400 thousand miles of track, helping customers achieve desired productivity goals. Railways contracting services represented 21% of segment revenues in 2024.
With years of experience, Rail's contract service teams have covered approximately 400 thousand miles of track, helping customers achieve desired productivity goals. Railways contracting services represented 25% of segment revenues in 2025.
Rail had two customers in 2024 and 2022 and one customer in 2023 that provided more than 10% of the segment's revenues. 6 BACKLOG As of December 31, 2024, Rail had an order backlog of $206.0 million, which is mostly attributed to our Rail equipment business.
Rail had two customers in 2025 and 2024 and one customer in 2023 that provided more than 10% of the segment's revenues. BACKLOG As of December 31, 2025, Rail had an order backlog of $208.7 million, which is mostly attributed to our Rail equipment business.
Through education, engagement and collaboration, the group aims to create a globally inclusive environment where all employees can share their unique cultural perspectives and contribute to a global workplace that honors and values cultural diversity. Talent Development and Succession We believe our development processes ensure continuity of leadership over the long term.
Through educational sessions, engaging virtual and local events and collaboration, the group aims to create a globally inclusive environment where all employees can share their unique cultural and personal perspectives and contribute to a global workplace that honors and values cultural diversity. Talent Development and Succession We believe our development processes ensure continuity of leadership over the long term.
Act with passion to deliver winning results. • Be Customer Focused. Actively listen to our customers’ needs to surpass their expectations. • Be Caring. Embed safety into everything we do and treat each other as we’d like to be treated ourselves. • Be Inclusive. Create a diverse, collaborative, and inclusive workplace by embracing differences. • Be Respectful.
Actively listen to our customers’ needs to surpass their expectations. • Be Caring. Embed safety into everything we do and treat each other as we’d like to be treated ourselves. • Be Inclusive. Create a diverse, collaborative, and inclusive workplace by embracing differences. • Be Respectful.
The Clean Water Act regulates the discharge of pollutants into waterways and sewers in the U.S, and, where necessary, we obtain and must comply with permits to discharge wastewater from our facilities.
The Clean Water Act regulates the discharge of pollutants into waterways and sewers in the U.S, and, where necessary, we obtain and must comply with permits to discharge wastewater from our facilities. Similarly, the Clean Air Act controls emissions of pollutants into the air and requires permits for certain emissions.
LINES OF BUSINESS Hazardous Waste CE provides testing, tracking, processing, recycling, and disposal services for hazardous waste and it operates 19 RCRA Part B permitted TSDFs and several wastewater processing permits that enable the Company to process a variety of complex hazardous wastes, consisting of toxic, reactive and flammable materials such as industrial wastewater, manufacturing sludge, oily-mixtures, chemicals, pesticides, asbestos, pharmaceutical waste, and landfill leachate with per- and polyfluoroalkyl substances ("PFAS").
CE had one customer in 2025, 2024 and 2023 that provided more than 10% of this segment's revenues. 4 LINES OF BUSINESS Hazardous Waste CE provides testing, tracking, processing, recycling, and disposal services for hazardous waste and it operates 19 RCRA Part B permitted TSDFs and several wastewater processing permits that enable the Company to process a variety of complex hazardous wastes, consisting of toxic, reactive and flammable materials such as industrial wastewater, manufacturing sludge, oily-mixtures, chemicals, pesticides, asbestos, pharmaceutical waste, and landfill leachate with per- and polyfluoroalkyl substances ("PFAS").
The remaining facilities handle a limited number of other wastes, including electronics, batteries and light bulbs. These operations possess unique and differentiated processing technologies, such as applications for aerosol can, medical waste recycling, fuel blending, household hazardous waste and lead contaminated soils.
The remaining facilities handle a limited number of other wastes, including electronics, batteries and light bulbs. These operations possess unique and differentiated processing technologies, such as applications for aerosol can, medical waste recycling, fuel blending, household hazardous waste and lead contaminated soils. In 2025, this line of business represented approximately 85% of CE’s revenues.
The equipment constructs track three times faster than the stick-building alternative and works with all forms of ties. AFTER-MARKET PARTS AND SERVICES AND SAFETY AND DIAGNOSTICS TECHNOLOGY Revenues from after-market parts and services and safety and diagnostic technology represented 40% of segment revenues in 2024.
The equipment constructs track three times faster than the stick-building alternative and works with all forms of ties. 6 AFTERMARKET PARTS AND SERVICES AND SAFETY AND DIAGNOSTICS TECHNOLOGY Revenues from aftermarket parts and services and safety and diagnostic technology represented 41% of segment revenues in 2025.
As of December 31, 2024, $151.2 million or 73.32%, of Rail manufactured products order backlog is expected to be filled in 2025. The remainder of this backlog is expected to be filled through 2030. MANUFACTURING AND WORKING CAPITAL Our primary equipment manufacturing facility is in Columbia, South Carolina, and we also have another manufacturing facility in Ludington, Michigan.
As of December 31, 2025, $146.2 million or 70.0%, of Rail's manufactured products order backlog is expected to be filled in 2026. The remainder of this backlog is expected to be filled through 2032. MANUFACTURING AND WORKING CAPITAL Our primary equipment manufacturing facility is in Columbia, South Carolina, and we also have another manufacturing facility in Ludington, Michigan.
Health, Safety and Wellness We are committed to the health, safety and wellness of our employees. We are passionate about establishing a culture of ownership and accountability for which all employees are responsible for safety. We evaluate our safety processes, programs and procedures to continuously improve our safety performance.
We are passionate about establishing a culture of ownership and accountability for which all employees are responsible for safety. We evaluate our safety processes, programs and procedures to continuously improve our safety performance. We provide our employees and their families with access to a variety of health and wellness programs globally.
Ecoproducts in 2024 represented approximately 11% of HE’s revenues, inclusive of Reed and Performix prior to the divestitures of these businesses in April 2024 and August 2024, respectively, and our major ecoproducts include the following: • Road Surfacing and Materials - Because of its natural shape and interlocking properties, steel slag holds many advantages when used in asphalt roadway surfaces, ranging from high skid resistance to better durability.
Ecoproducts in 2025 represented approximately 5% of HE’s revenues and our major ecoproducts include the following: • Road Surfacing and Materials - Because of its natural shape and interlocking properties, steel slag holds many advantages when used in asphalt roadway surfaces, ranging from high skid resistance to better durability.
Our safety practices and performance also support our business, as do our long-standing relationships and our downstream product solutions. CLEAN EARTH BUSINESS OVERVIEW CE provides specialty waste processing, treatment, recycling, and beneficial reuse solutions for customers in the industrial, retail, healthcare, and construction industries across a variety of waste needs, including hazardous, non-hazardous, and contaminated soils and dredged materials.
CLEAN EARTH BUSINESS OVERVIEW CE provides specialty waste processing, treatment, recycling, and beneficial reuse solutions for customers in the industrial, retail, healthcare, and construction industries across a variety of waste needs, including hazardous, non-hazardous, and contaminated soils and dredged materials.
The Company is responding to this need by helping our customers build better businesses and, in a larger sense, a better environment. Our go-forward strategy is clear: to continue building a leading, global environmental solutions company. SEGMENT INFORMATION The Company’s current operations consist of three reportable business segments: Harsco Environmental, Clean Earth and Harsco Rail.
The Company is responding to this need by helping our customers build better businesses and a better environment. SEGMENT INFORMATION The Company’s current operations consist of three reportable business segments: Harsco Environmental, Clean Earth and Harsco Rail.
Where others only saw waste and expense, we saw opportunity and value nearly 100 years ago. HE was founded upon market insights, grounded in respect for the environment, efficient use of resources, and optimism for the future. Today, HE is the largest and most comprehensive provider of onsite environmental services and material processing to the global metals industry.
HE was founded upon market insights, grounded in respect for the environment, efficient use of resources, and optimism for the future. Today, HE is the largest and most comprehensive provider of onsite environmental services and material processing to the global metals industry.
In 2024, this line of business represented approximately 83% of CE’s revenues. 4 Soil and Dredged Materials CE processes approximately 3.1 million tons per year of contaminated soil and 0.3 million cubic yards of dredged material at seventeen locations, which includes fixed-based locations and mobile plants.
Soil and Dredged Materials CE processes approximately 3.0 million tons per year of contaminated soil and 0.3 million cubic yards of dredged material at seventeen locations, which includes fixed-based locations and mobile plants.
A portion of this backlog value relates to long-term contracts signed several years ago that are expected to conclude in the coming years, including $90.6 million for the Network Rail, Deutsche Bahn and SBB contracts at December 31, 2024 and 2023. This backlog also provides us significant visibility for future quarters.
A portion of this backlog value relates to long-term contracts signed several years ago that are expected to conclude in the coming years, including $101.5 million for the Network Rail, Deutsche Bahn and SBB contracts at December 31, 2025.
There is intrinsic value in a common language, and a defined business system does away, in large part, with ambiguity about what constitutes success. The elements of our EBS are: Safety, Continuous Improvement and Talent Development. ACQUISITIONS AND DIVESTITURES Given the Company’s evolution to an environmental solutions company, acquisitions and divestitures have been an important element of our business strategy.
There is intrinsic value in a common language, and a defined business system does away, in large part, with ambiguity about what constitutes success. The elements of our EBS are: Safety, Continuous Improvement and Talent Development.
Our larger peers within the hazardous materials line of business include Clean Harbors, Republic Services, which acquired U.S. Ecology in 2022, Veolia and Reworld (formerly known as Covanta), which acquired Circon Holdings, Inc. and also, through its parent company, EQT Infrastructure, acquired a major stake in Heritage Environmental Services.
Ecology in 2022, Veolia and Reworld (formerly known as Covanta), which acquired Circon Holdings, Inc. and also, through its parent company, EQT Infrastructure, acquired a major stake in Heritage Environmental Services. Our larger peers within the soil and dredged materials market include Soil Safe, Impact Environmental, Bayshore Recycling and Eco Materials LLC.
Our primary operating costs include product engineering, metal and electrical components. Rail equipment sales represented 39% of segment revenues in 2024. Below is a summary of our major equipment categories: Surfacing Equipment Rail’s surfacing equipment portfolio, a suite of 16-tool tampers and stabilizers, maintain railroad track's intended surface and line, enabling customers to move people and goods safely and efficiently.
Below is a summary of our major equipment categories: Surfacing Equipment Rail’s surfacing equipment portfolio, a suite of 16-tool tampers and stabilizers, maintain railroad track's intended surface and line, enabling customers to move people and goods safely and efficiently.
Act truthfully and honorably to create a culture where people, opinions, and feelings are respected. Further details on our ESG key performance indicators, initiatives and accomplishments can be found in our latest ESG Report.
Act truthfully and honorably to create a culture where people, opinions, and feelings are respected. Further details on our ESG key performance indicators, initiatives and accomplishments can be found in our latest ESG Report. This report, published in July 2025, can be found on the Company’s website (www.enviri.com/sustainability) along with other related policies.
Throughout the year, the Company continued to advance its commitment to these core values by taking the following initiatives: • Our global Belonging and Inclusion Council, which is chaired by our Senior Vice President & Chief Human Resources Officer and includes 16 cross-functional leaders from each of our business units, focused on the Company's core value, "Be Inclusive", and held a live leadership training session with the Company's senior leaders during the year.
Throughout the year, the Company continued to advance its commitment to these core values by taking the following initiatives: • Our global Belonging and Inclusion Council, which is chaired by our Senior Vice President & Chief Human Resources Officer and includes 16 cross-functional leaders from each of our business units, focused on the Company's core value, "Be Inclusive". • The Company's first employee resource group, Enviri Women, which is open to all employees, promotes awareness and the advancement of its employees across the Company through personal and professional development, mentorship, and empowerment.
Approximately 25% of these revenues are expected to be recognized by December 31, 2025; approximately 41% of these revenues are expected to be recognized between January 1, 2026 and December 31, 2028; approximately 20% of these revenues are expected to be recognized between January 1, 2029 and December 31, 2031; and the remaining revenues are expected to be recognized thereafter.
Approximately 23% of these revenues are expected to be recognized by December 31, 2026; approximately 40% of these revenues are expected to be recognized between January 1, 2027 and December 31, 2029; approximately 21% of these revenues are expected to be recognized between January 1, 2030 and December 31, 2032; and the remaining revenues are expected to be recognized thereafter.
In addition to salaries, these programs, which vary by employee level and by the country where the employees are located, may include, among other items, bonuses, stock awards, retirement programs, health savings and flexible spending accounts, paid-time off, paid parental leave, disability programs, flexible work schedules, tuition assistance and employee assistance programs.
In addition to salaries, these programs, which vary by employee level and by the country where the employees are located, may include, among other items, bonuses, stock awards, retirement programs, health savings and flexible spending accounts, paid-time off, paid parental leave, disability programs, flexible work schedules, tuition assistance and employee assistance programs. 9 Belonging Program The Company's Belonging Program is core to the Company’s values and processes that support employee development and retention and demonstrates our organization-wide commitment to fostering a collaborative and inclusive workplace for all employees.
Additionally, in recent years, we have strengthened our contract terms and underwriting practices in an effort to earn a sufficient and timely return on our investments, as well as achieve other objectives. These measures, along with various improvement initiatives, have boosted our site portfolio results and driven more consistent performance across our operations.
Additionally, in recent years, we have strengthened our contract terms and underwriting practices in an effort to earn a sufficient and timely return on our investments, as well as achieve other objectives.
We have worked in recent years to both transform Enviri into an environmental solutions company and strengthen our financial results, and we have invested to achieve these objectives and to grow the Company. These investments include targeted organic investments, as well as mergers and acquisitions, that have accelerated our business transformation.
We have worked in recent years to strengthen our business portfolio and financial results in an effort to create value for shareholders, and we have invested to achieve these objectives and to grow the Company. These investments include targeted organic investments, as well as mergers and acquisitions, in the past that have reduced the Company’s portfolio complexity and business cyclicality.
Our broad array of products and services helps every type of railway operator, from major national railway systems, to short lines and high-speed urban transit networks, achieve their productivity and sustainability objectives.
We enable railroads to operate at peak efficiency over smooth, precisely aligned track, which improves safety performance and reduces fuel consumption. Our broad array of products and services helps every type of railway operator, from major national railway systems, to short lines and high-speed urban transit networks, achieve their productivity and sustainability objectives.
We manufacture highly-engineered railway track maintenance equipment and support a large installed-base of the Company's equipment with a full suite of aftermarket parts.
We manufacture highly-engineered railway track maintenance equipment and support a large installed-base of the Company's equipment with a full suite of aftermarket parts. Equipment is often sold through long lead-time purchase orders and, historically, under large, multi-year supply contracts.
ESG is central to our business strategy and operations - our employees are inspired to develop innovative products and services that positively impact the environment and support the Company’s growth. Our ESG goals are driven by the Company's six core values: • Be Environmental. Have an unwavering determination to make the world cleaner and greener. • Be Performance Driven.
ESG is central to our business strategy and operations - our employees are inspired to develop innovative products and services that positively impact the environment and support the Company’s sustainability and growth. Our ESG goals are driven by the Company's six core values, which connect us all across cultures, time zones and organizational lines.
Specialty-waste permits have considerable value, and CE is positioned to take advantage of increasingly stringent regulations on the handling of this waste. These dynamics provide recurring revenues and support attractive underlying growth. CE also operates in a fragmented market where acquisition opportunities are likely to develop.
Specialty-waste permits have considerable value, and CE is positioned to take advantage of increasingly stringent regulations on the handling of this waste. These dynamics provide recurring revenues and support attractive underlying growth. CUSTOMERS CE provides regulatory-compliant solutions with a high quality of customer service to a diverse set of customers.
The Company regards compliance with all applicable environmental regulations as critical to its business. Historically, the Company has been able to renew and retain all required permits to maintain its operations, and it has not experienced substantial difficulty complying with relevant environmental regulations.
Historically, the Company has been able to renew and retain all required permits to maintain its operations, and it has not experienced substantial difficulty complying with relevant environmental regulations. The Company also does not anticipate making any material capital expenditures to comply with, or improve, environmental performance in the future.
On December 31, 2024, the Company's service contracts had estimated future revenues of $2.7 billion at current production levels, which is mostly consistent with 2023, after excluding the impacts of foreign currency translation. These contract values provide the Company with a substantial base of anticipated long-term revenues.
On December 31, 2025, the Company's service contracts had estimated future revenues of $3.0 billion at current production levels, which increased from 2024, primarily from new and renewed contracts, net of the impact from terminated contracts. These contract values provide the Company with a substantial base of anticipated long-term revenues.
The majority of these employees are represented by labor unions, through almost 100 collective bargaining agreements. Our business relies on our ability to attract and retain talented employees. To attract and retain talent, we strive to create an inclusive and supportive workplace while providing opportunities for all of our employees to grow and develop in their careers.
To attract and retain talent, we strive to create an inclusive and supportive workplace while providing opportunities for all of our employees to grow and develop in their careers. Health, Safety and Wellness We are committed to the health, safety and wellness of our employees.
Financial information concerning segments and international and domestic operations is included in Note 16, Information by Segment and Geographic Area , in Part II, Item 8, Financial Statements and Supplementary Data.
Financial information concerning segments and international and domestic operations is included in Note 16, Information by Segment and Geographic Area , in Part II, Item 8, Financial Statements and Supplementary Data. 1 Our revenues by business segment are as follows, and a further description of the products and services offered through these business segments is presented below.
The Company anticipates the sale of Rail in the future when the appropriate value can be realized. More broadly, we are committed to viewing every customer need through a sustainability lens. Our customers expect customizable solutions that address environmental challenges within their industries.
In the future, the Company will continue to pursue initiatives that further progress its businesses and the Company's management remains committed to unlocking value for shareholders. More broadly, we are committed to viewing every customer need through a sustainability lens. Our customers expect customizable solutions that address business and environmental challenges within their industries.
CE, meanwhile, provides services that can also fluctuate seasonally with weather, construction activity, industrial production, retail spending and municipal waste collection programs. As a result, demand for CE services tends to be weakest in the first and fourth quarters of each year.
Also, the timing of new contracts, as well as any exited contracts, can impact HE's results within a year. CE, meanwhile, provides services that can also fluctuate seasonally with weather, construction activity, industrial production, retail spending and municipal waste collection programs.
Similarly, the Clean Air Act controls emissions of pollutants into the air and requires permits for certain emissions. 8 The Company also operates in various sites in other countries around the world. Each of these locations have waste, air, and water environmental regulatory requirements similar to the U.S.
The Company also operates in various sites in other countries around the world. Each of these locations often have waste, air, and water environmental regulatory requirements similar to the U.S. The Company regards compliance with all applicable environmental regulations as critical to its business.
We create products designed to meet the specific needs of our customers’ railway projects, while at the same time meeting their productivity, safety and environmental goals.
We believe Harsco Rail differentiates itself from competitors through innovative technology solutions, as well as service and product quality. We create products designed to meet the specific needs of our customers’ railway projects, balancing standardized platforms with application-specialty solutions, while at the same time meeting their productivity, safety and environmental goals.
The Company’s slag-based asphalt product, developed and sold as SteelPhalt™, maintains positive surface characteristics throughout the life of the road, allowing longer replacement intervals and lower maintenance costs. In the recent past, SteelPhalt launched a carbon-negative asphalt product, using a renewable bio-based substance to bind the asphalt. This is an alternative to bitumen and reduces the product's carbon footprint.
The Company’s slag-based asphalt product, developed and sold as SteelPhalt™, maintains positive surface characteristics throughout the life of the road, allowing longer replacement intervals and lower maintenance costs. The Company also sells a slag aggregate that is a sustainable and cost-effective alternative to natural stone.
Our larger peers within the soil and dredged materials market include GFL Environmental, Impact Environmental, Bayshore Recycling and Eco Materials. CE differentiates itself from competitors through service reliability and responsiveness, its diverse operating capabilities and regulatory compliant solutions, and the value it provides through providing environmentally superior solutions relative to other disposal alternatives in the regions where it operates.
CE differentiates itself from competitors through service reliability and responsiveness, its diverse operating capabilities and regulatory compliant solutions, and the value it provides through providing environmentally superior solutions relative to other disposal alternatives in the regions where it operates. 5 HARSCO RAIL BUSINESS OVERVIEW Rail is recognized for technical leadership and our experience in all aspects of railway track maintenance.
Our contract renewal rates are high, with many customer relationships that span decades. Our largest customers today include ArcelorMittal, Gerdau, Tata Steel Group, JSW Steel and Ternium. We serve most of our major customers at multiple sites, often under multiple contracts. The length of our customer relationships reflects our value proposition.
We serve most of our major customers at multiple sites, often under multiple contracts. The length of our customer relationships reflects our value proposition.
We provide our employees and their families with access to a variety of health and wellness programs globally. Compensation and Benefits We provide competitive compensation and benefits programs for our employees.
Compensation and Benefits We provide competitive compensation and benefits programs for our employees.
In the international market, we anticipate further share gains through our equipment innovations and we are positioned to benefit as global spending for safety and measurement technologies and rail electrification increases. In order to implement these strategies, we plan to focus on our core portfolio of products while refraining from entering into long-term contracts for highly-engineered equipment.
In the international market, we are positioned to benefit as global spending for safety and measurement technologies and rail electrification increases and through equipment innovations.
We also compete with numerous smaller, privately-held businesses in each of our regional markets and, to some degree, customers that may decide to perform certain services themselves. We believe that HE differentiates itself from its competition through innovative technologies that support our service offerings, and through the operating expertise developed by sharing best practices across our global portfolio.
We believe that HE differentiates itself from its competition through innovative technologies that support our service offerings, and through the operating expertise developed by sharing best practices across our global portfolio. Our safety practices and performance also support our business, as do our long-standing relationships and our downstream product solutions.
The Company also does not anticipate making any material capital expenditures to comply with, or improve, environmental performance in the future. While environmental regulations may increase or expand, we cannot predict the extent of this future environmental regulation, its related costs and the overall effect on the Company’s business.
While environmental regulations may increase or expand, we cannot predict the extent of this future environmental regulation, its related costs and the overall effect on the Company’s business. For additional information regarding environmental matters see Note 12, Commitment and Contingencies , in Part II, Item 8, Financial Statements and Supplementary Data.
In addition, Enviri Women continued to increase its connections with various communities and increased visibility of the Company's employees by spotlighting their success stories, along with other various activities such as mentorship programs, in order to attract, retain and promote top talent. • CultureLink, a new employee resource group established during 2024 and is open to all employees, is committed to fostering a sense of belonging by celebrating the diverse cultures of the countries in the communities in which Enviri operates in.
Enviri Women continued to provide a formal mentorship program to employees, offer a number of professional development workshops to members and foster connections and networking within its regional chapters. • CultureLink, a new employee resource group established during 2024 and expanded in 2025, is committed to fostering a sense of belonging by celebrating the diverse cultures of the countries in the communities Enviri operates in.
In addition, we continue to invest in our employees through technical training, professional development and skills upgrade throughout the year.
In addition, we continue to invest in our employees through technical training, professional development and skills upgrade throughout the year. In 2025, we launched our first enterprise-wide Learning Management System, offering hundreds of technical and professional trainings to our employees, and also launched a company-wide coaching program for key talent. CORPORATE INFORMATION The Company was incorporated in 1956.
Our revenues by business segment are as follows, and a further description of the products and services offered through these business segments is presented below. 1 HARSCO ENVIRONMENTAL BUSINESS OVERVIEW Our Harsco Environmental segment can trace its heritage back to the earliest efforts in industrial recycling and environmental resource management.
HARSCO ENVIRONMENTAL BUSINESS OVERVIEW Our Harsco Environmental segment can trace its heritage back to the earliest efforts in industrial recycling and environmental resource management. Where others only saw waste and expense, we saw opportunity and value nearly 100 years ago.
Removed
The purchases of Clean Earth and ESOL, along with the sale of our energy-linked business in 2019, have been significant strategic steps for our Company. These transactions have reduced the Company’s portfolio complexity and business cyclicality. In 2024, 88% of our revenues were generated from our two environmental segments.
Added
On November 20, 2025, we entered into definitive agreements with Veolia Environnement S.A., a French société anonyme (“Veolia”), for the sale of our Clean Earth segment (the “Clean Earth Business”), including (i) an Agreement and Plan of Merger, dated as of November 20, 2025 (the “Merger Agreement”), by and among Enviri Corporation, CLEH, Inc., a direct wholly owned subsidiary of Enviri Corporation (“CLEH”), Enviri LLC, a direct wholly owned subsidiary of CLEH (“Enviri LLC”), Veolia and Liberty Merger Sub Inc. and (ii) a Separation Agreement, dated as of November 20, 2025 (the “Separation Agreement”), by and among Enviri Corporation, CLEH, Veolia and Enviri II Corporation, a direct wholly owned subsidiary of Enviri Corporation (“New Enviri”).
Removed
During November 2021 through February 2024, the Company classified the results of Rail as discontinued operations.
Added
Pursuant to the terms of the Merger Agreement and the Separation Agreement, we will effect a series of reorganizational transactions, pursuant to which, among other things, New Enviri will come to hold our Harsco Environmental and Harsco Rail segments (the “New Enviri Business”).
Removed
Beginning with March 31, 2024, when the sale process of Rail was paused, the held-for-sale criteria was no longer met and the assets and liabilities under Rail were reclassified from held for sale to held and used in the Company's Consolidated Balance Sheets and the results of Rail were reclassified from discontinued operations to continuing operations in the Company's Consolidated Statement of Operations for all periods presented in Part II, Item 8.
Added
Prior to the closing of the sale of the Clean Earth Business to Veolia (the "Merger"), the New Enviri Business will be distributed through a distribution of all of the outstanding shares of common stock of New Enviri to our stockholders (the “Separation”).
Removed
The Company also sells a slag aggregate that is a sustainable and cost-effective alternative to natural stone.
Added
Following the completion of the transactions contemplated by the Separation Agreement and the Merger Agreement, including the Separation and the Merger, (i) Veolia will indirectly own the Clean Earth Business, (ii) New Enviri will be a standalone publicly traded company and indirectly own the New Enviri Business and (iii) the stockholders of the Company will own all of the common stock of New Enviri.
Removed
As a result, we see CE as a platform for growth as we continue to expand our focus as an environmental solutions company. CUSTOMERS CE provides regulatory-compliant solutions with a high quality of customer service to a diverse set of customers.
Added
The Merger is subject to customary regulatory approvals and closing conditions and the Separation is subject to the satisfaction or waiver of certain conditions precedent. There can be no assurance that the Separation or the Merger will be consummated.
Removed
CE had one customer in 2024, 2023 and 2022 that provided more than 10% of this segment's revenues.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeCompared with the corresponding full-year period in 2023, the average value of major currencies changed as follows in relation to the U.S. dollar during the full-year 2024, impacting the Company's revenues and income: • British pound sterling strengthened by 3%; • Euro weakened by • Chinese yuan weakened by 1%; and • Brazilian real weakened by 8% 16 Compared with exchange rates at December 31, 2023, the value of major currencies at December 31, 2024 changed as follows: • British pound sterling weakened by 2%; • Euro weakened by 6%; • Chinese yuan weakened by 3%; and • Brazilian real weakened by 21% To illustrate the effect of foreign exchange rate changes in certain key markets of the Company, in 2024, revenues would have been 1% or $29.4 million higher and operating income would have been 11% or $5 million higher if the average exchange rates for 2023 were utilized.
Biggest changeCompared with the corresponding full-year period in 2024, the average value of major currencies changed as follows in relation to the U.S. dollar during the full-year 2025, impacting the Company's revenues and income: • British pound sterling strengthened by 3%; • Euro strengthened by 5%; • Chinese yuan strengthened by • Brazilian real weakened by 3%; • Turkish lira weakened by 17% • Egyptian pound weakened by 10%; and • Argentinian peso weakened by 27% Compared with exchange rates at December 31, 2024, the value of major currencies at December 31, 2025 changed as follows: • British pound sterling strengthened by 8%; • Euro strengthened by 13%; • Chinese yuan strengthened by 4%; • Brazilian real strengthened by 12%; • Turkish lira weakened by 18%; • Egyptian pound strengthened by 7%; and • Argentinian peso weakened by 30% To illustrate the effect of foreign exchange rate changes in certain key markets of the Company, in 2025, revenues would have been less than 1% or $7.6 million lower and operating income would have been 89% or $3.8 million higher if the average exchange rates for 2024 were utilized.
Therefore, the revenue generated from the sale of such recycled materials varies based upon the fair value of the commodity components being sold; • The abrasives and roofing materials business of HE may be adversely impacted by economic conditions that slow the rate of residential roof replacement, or by slowdowns in the industrial and infrastructure refurbishment industries; • Rail may be adversely impacted by developments in the railroad industry that lead to lower capital spending or reduced track maintenance spending; • Prolonged slowdowns may result in a decrease in the amount of waste generated, resulting in less hazardous waste collected by CE; • As an environmental solutions company, demand for the Company’s products and services may be adversely impacted by any decrease in regulatory or market scrutiny of our customers’ environmental and sustainability practices and any decision by our customers to focus resources currently committed to such practices into other business initiatives; and • Capital constraints and increased borrowing costs may also adversely impact the financial position and operations of the Company's customers across all business segments.
Therefore, the revenue generated from the sale of such recycled materials varies based upon the fair value of the commodity components being sold; 17 • The abrasives and roofing materials business of HE may be adversely impacted by economic conditions that slow the rate of residential roof replacement, or by slowdowns in the industrial and infrastructure refurbishment industries; • Rail may be adversely impacted by developments in the railroad industry that lead to lower capital spending or reduced track maintenance spending; • Prolonged slowdowns may result in a decrease in the amount of waste generated, resulting in less hazardous waste collected by CE; • As an environmental solutions company, demand for the Company’s products and services may be adversely impacted by any decrease in regulatory or market scrutiny of our customers’ environmental and sustainability practices and any decision by our customers to focus resources currently committed to such practices into other business initiatives; and • Capital constraints and increased borrowing costs may also adversely impact the financial position and operations of the Company's customers across all business segments.
Strikes or work stoppages, as well as labor shortages, experienced by the Company's customers or suppliers could have an adverse effect on the Company's business and supply chain, results of operations and financial condition. 14 The Company may be unable to adequately protect its intellectual property portfolio or prevent competitors from independently developing similar or duplicative products and services.
Strikes or work stoppages, as well as labor shortages, experienced by the Company's customers or suppliers could have an adverse effect on the Company's business and supply chain, results of operations and financial condition. The Company may be unable to adequately protect its intellectual property portfolio or prevent competitors from independently developing similar or duplicative products and services.
If actual claims are higher than those projected by management, an increase to the Company's insurance reserves may be required and would be recorded as a charge to income in the period the need for the change was determined. The Company's insurance policies do not cover all losses, costs, or liabilities that it may experience.
If actual claims are higher than those projected by management, an increase to the Company's insurance reserves may be required and would be recorded as a charge to income in the period the need for the change was determined. 14 The Company's insurance policies do not cover all losses, costs, or liabilities that it may experience.
Each of these matters is subject to various uncertainties, and the Company's financial exposure is dependent upon the following factors: • the continuing evolution of environmental laws and regulatory requirements; • the availability and application of technology; • the allocation of cost among potentially responsible parties; • the years of remedial activity required; and • the remediation methods selected.
Each of these matters is subject to various uncertainties, and the Company's financial exposure is dependent upon the following factors: • the continuing evolution of environmental laws and regulatory requirements; • the availability and application of technology; 20 • the allocation of cost among potentially responsible parties; • the years of remedial activity required; and • the remediation methods selected.
If the Company is unable to renew its contracts at the historical rates or renewals are made at reduced prices, or if its customers terminate their contracts, revenue and results of operations may decline. 12 • Like HE, CE's business is sustained primarily through contract renewals and new contract signings.
If the Company is unable to renew its contracts at the historical rates or renewals are made at reduced prices, or if its customers terminate their contracts, revenue and results of operations may decline. • Like HE, CE's business is sustained primarily through contract renewals and new contract signings.
In addition, this could also trigger an event of default under the cross-default provisions of the Company's other obligations. As a result, a default under one or more of the existing or future financing arrangements could have significant consequences for the Company. 19 The Company is exposed to counterparty risk in its derivative financial arrangements.
In addition, this could also trigger an event of default under the cross-default provisions of the Company's other obligations. As a result, a default under one or more of the existing or future financing arrangements could have significant consequences for the Company. 21 The Company is exposed to counterparty risk in its derivative financial arrangements.
Financial market deterioration would most likely have a negative impact on the Company's NPPC and the pension assets and liabilities. This could result in a decrease to stockholders' equity and an increase in the Company's statutory funding requirements. Item 1B. Unresolved Staff Comments. None. 20
Financial market deterioration would most likely have a negative impact on the Company's NPPC and the pension assets and liabilities. This could result in a decrease to stockholders' equity and an increase in the Company's statutory funding requirements. Item 1B. Unresolved Staff Comments. None. 22
The unsecured contracts for foreign currency exchange forward contracts outstanding at December 31, 2024 mature at various times through 2027 and are with major financial institutions. The Company may also enter into derivative contracts to hedge commodity exposures.
The unsecured contracts for foreign currency exchange forward contracts outstanding at December 31, 2025 mature at various times through 2027 and are with major financial institutions. The Company may also enter into derivative contracts to hedge commodity exposures.
If we fail to accurately estimate the resources required and time necessary to complete these types of contracts, are unable to fulfill our obligations under these contracts in a timely and cost effective manner going forward, are unable to successfully renegotiate price increases, change orders and extensions to delivery schedules with our customers, or execute other mitigating measures, or if our customers decide to terminate their contract with us due to these or other factors, our results of operations, financial condition and cash flows may be adversely affected .
If we fail to accurately estimate the resources required and time necessary to complete these types of contracts, are unable to fulfill our obligations under these contracts in a timely and cost effective manner going forward, are unable to successfully renegotiate price increases, change orders and extensions to delivery schedules with our customers, or execute other mitigating measures, or if their contract is terminated with us due to these or other factors, our results of operations, financial condition and cash flows may be adversely affected .
As future guidance is issued, the Company may need to make adjustments to amounts previously recorded, and those adjustments could materially impact the Company's consolidated financial statements in the period in which the adjustments are made. The Company's defined benefit NPPC is directly affected by equity and bond markets.
As future guidance is issued, the Company may need to make adjustments to amounts previously recorded, and those adjustments could materially impact the Company's consolidated financial statements in the period in which the adjustments are made. The Company's defined benefit NPPC and net defined benefit pension obligations are directly affected by equity and bond markets.
Separately, a one percentage point change in interest rates also impacts our facility fees from our AR Facility by $1.5 million per year .
Separately, a one percentage point change in interest rates also impacts our facility fees from our AR Facility by $1.6 million per year .
For the year ended December 31, 2024, the Company's top five customers in Rail accounted for approximately 46% of revenues in that Segment and 6% of the Company's consolidated revenues. The Company routinely enters into contracts with its top customers of varying length and scope.
For the year ended December 31, 2025, the Company's top five customers in Rail accounted for approximately 54% of revenues in that Segment and 6% of the Company's consolidated revenues. The Company routinely enters into contracts with its top customers of varying length and scope.
These include, but may not be limited to, the following: • periodic economic downturns in the countries in which the Company does business; • complexities around changes in the still developing relationship between the U.K. and the EU arising out of the U.K.’s withdrawal from the EU; • imposition of or increases in currency exchange controls and hard currency shortages; • customs matters and changes in trade policy or tariff regulations; • changes in regulatory requirements in the countries in which the Company does business; • changes in tax regulations, higher tax rates in certain jurisdictions and potentially adverse tax consequences including restrictions on repatriating earnings, adverse tax withholding requirements and "double taxation"; • longer payment cycles and difficulty in collecting accounts receivable; • complexities in complying with a variety of U.S. and foreign government laws, controls and regulations; • political, economic and social instability, civil and political unrest, terrorist actions and armed hostilities in the regions or countries in which, or adjacent to which, the Company does business; • increasingly complex laws and regulations concerning privacy and data security, including the EU's GDPR; • inflation rates in the countries in which the Company does business; • complying with complex labor laws in foreign jurisdictions; • laws in various international jurisdictions that limit the right and ability of subsidiaries to pay dividends and remit earnings to affiliated companies unless specified conditions are met; • sovereign risk related to international governments, including, but not limited to, governments stopping interest payments or repudiating their debt, nationalizing private businesses or altering foreign exchange regulations; • uncertainties arising from local business practices, cultural considerations and international political and trade tensions; and • public health issues or other calamities impacting regions or countries in which the Company operates, including travel to and/or imports or exports to or from such regions or countries. 17 If the Company is unable to successfully manage the risks associated with its global business, the Company's results of operations, financial condition, liquidity and cash flows may be negatively impacted.
These include, but may not be limited to, the following: • periodic economic downturns in the countries in which the Company does business; • complexities around changes in the still developing relationship between the U.K. and the EU arising out of the U.K.’s withdrawal from the EU; • imposition of or increases in currency exchange controls and hard currency shortages; • customs matters and changes in trade policy or tariff regulations; • changes in regulatory requirements in the countries in which the Company does business; • changes in tax regulations, higher tax rates in certain jurisdictions and potentially adverse tax consequences including restrictions on repatriating earnings, adverse tax withholding requirements and "double taxation"; • longer payment cycles and difficulty in collecting accounts receivable; • complexities in complying with a variety of U.S. and foreign government laws, controls and regulations; • political, economic and social instability, civil and political unrest, terrorist actions and armed hostilities in the regions or countries in which, or adjacent to which, the Company does business; • increasingly complex laws and regulations concerning privacy and data security, including the EU's GDPR; • inflation rates in the countries in which the Company does business; • complying with complex labor laws in foreign jurisdictions; • laws in various international jurisdictions that limit the right and ability of subsidiaries to pay dividends and remit earnings to affiliated companies unless specified conditions are met; • sovereign risk related to international governments, including, but not limited to, governments stopping interest payments or repudiating their debt, nationalizing private businesses or altering foreign exchange regulations; • uncertainties arising from local business practices, cultural considerations and international political and trade tensions; and • public health issues or other calamities impacting regions or countries in which the Company operates, including travel to and/or imports or exports to or from such regions or countries.
At debt levels as of December 31, 2024, a one percentage point increase in variable interest rates would increase interest expense by $9 million per year and a one percentage point decrease in variable interest rates would decrease interest expense by $9 million.
At debt levels as of December 31, 2025, a one percentage point increase in variable interest rates would increase interest expense by $10 million per year and a one percentage point decrease in variable interest rates would decrease interest expense by $10 million.
For the year ended December 31, 2024, the Company’s top five customers in CE accounted for approximately 27% of the revenues in that Segment and 11% of the Company’s consolidated revenues.
For the year ended December 31, 2025, the Company’s top five customers in CE accounted for approximately 27% of the revenues in that Segment and 12% of the Company’s consolidated revenues.
The Company maintains a workforce based upon current and anticipated workload. If the Company does not receive future contract awards or if these awards are delayed, significant cost may result that could have a material adverse effect on results of operations, financial condition, liquidity and cash flows.
If the Company does not receive future contract awards or if these awards are delayed, significant cost may result that could have a material adverse effect on results of operations, financial condition, liquidity and cash flows.
Adverse experience with hazards and claims could result in liabilities caused by, among other things, injury or death to persons, which could have a negative effect on the Company’s ability to attract and retain employees or its reputation with its existing or potential new customers and its prospects for future business.
Adverse experience with hazards and claims could result in liabilities caused by, among other things, injury or death to persons, which could have a negative effect on the Company’s ability to attract and retain employees or its reputation with its existing or potential new customers and its prospects for future business. 15 The Company maintains a workforce based upon current and anticipated workload.
The future operating results of CE may be affected by such factors as its ability to utilize its facilities and workforce profitably in the face of intense price competition, maintain or increase market share during periods of economic contraction or industry consolidation, realize benefits from cost reduction programs, invest in new technologies for treatment of various waste streams, generate incremental volumes of waste to be handled through CE’s facilities from existing and acquired sales offices and service centers, appropriately contract with end disposal sites for the necessary volumes of waste, obtain sufficient volumes of waste at prices which produce revenue sufficient to offset the operating costs of its facilities and minimize downtime and disruptions of operations. 11 Outdoor construction, which may be limited due to unfavorable weather, and dredging, which may be limited due to environmental restrictions in certain waterways in the Northeastern United States, can be cyclical in nature.
The future operating results of CE may be affected by such factors as its ability to utilize its facilities and workforce profitably in the face of intense price competition, maintain or increase market share during periods of economic contraction or industry consolidation, realize benefits from cost reduction programs, invest in new technologies for treatment of various waste streams, generate incremental volumes of waste to be handled through CE’s facilities from existing and acquired sales offices and service centers, appropriately contract with end disposal sites for the necessary volumes of waste, obtain sufficient volumes of waste at prices which produce revenue sufficient to offset the operating costs of its facilities and minimize downtime and disruptions of operations.
The agreements governing the Company's outstanding financing arrangements impose a number of restrictions. Under the Company's Senior Secured Credit Facilities, the Company must comply with certain financial covenants on a quarterly basis. The covenants also place limitations on dividends, acquisitions, investments in joint ventures, unrestricted subsidiaries, indebtedness and the imposition of liens on the Company's assets.
Under the Company's Senior Secured Credit Facilities, the Company must comply with certain financial covenants on a quarterly basis. The covenants also place limitations on dividends, acquisitions, investments in joint ventures, unrestricted subsidiaries, indebtedness and the imposition of liens on the Company's assets.
We have recognized estimated forward loss provisions related to these contracts of $32.7 million, $32.8 million and $44.5 million for the years ended December 31, 2024, 2023 and 2022, respectively.
We have recognized estimated forward loss provisions related to these contracts of $30.3 million, $32.7 million and $32.8 million for the years ended December 31, 2025, 2024 and 2023, respectively.
The Company's total debt at December 31, 2024 was $1.4 billion. Of this amount, approximately 62% had variable rates of interest and approximately 38% had fixed interest rates. The weighted average interest rate of total debt was approximately 6.4%.
The Company's total debt at December 31, 2025 was $1.6 billion. Of this amount, approximately 64% had variable rates of interest and approximately 36% had fixed interest rates. The weighted average interest rate of total debt was approximately 6.3%.
Due to the international nature of the Company's business, the Company could be adversely affected by violations of certain laws. The U.S. Foreign Corrupt Practices Act (“FCPA”) and similar anti-bribery laws in non-U.S. jurisdictions generally prohibit companies and their intermediaries from making improper payments to officials for the purpose of obtaining or retaining business.
Foreign Corrupt Practices Act (“FCPA”) and similar anti-bribery laws in non-U.S. jurisdictions generally prohibit companies and their intermediaries from making improper payments to officials for the purpose of obtaining or retaining business.
A dispute with a customer during the life of a long-term contract could impact the ability of the Company to receive payments or otherwise recoup incurred costs and expenses.
Some of these contracts provide for advance payments to assist the Company in covering these costs and expenses. A dispute with a customer during the life of a long-term contract could impact the ability of the Company to receive payments or otherwise recoup incurred costs and expenses.
In a similar comparison for 2023, revenues would have been less than 1% or $9 million higher and operating income would have been 4% or $3 million higher if the average exchange rates for 2022 were utilized.
In a similar comparison for 2024, revenues would have been 1% or $29.6 million higher and operating income would have been 17% or $5.3 million higher if the average exchange rates for 2023 were utilized.
Increased information technology security threats and more sophisticated computer crime pose a risk to the Company and its vendors, systems, networks, products and services . The Company relies upon information technology systems and networks in connection with a variety of business activities, some of which are managed by third parties (which we refer to collectively as our “associated third parties”).
The Company relies upon information technology systems and networks in connection with a variety of business activities, some of which are managed by third parties (which we refer to collectively as our “associated third parties”).
Disagreements between the parties can arise as a result of the scope, nature and varying degree of relationship between the Company and these customers and can result in disagreements between the Company and a customer that could impact multiple regions within the Company’s business.
Disagreements between the parties can arise as a result of the scope, nature and varying degree of relationship between the Company and these customers and can result in disagreements between the Company and a customer that could impact multiple regions within the Company’s business. 13 CE may enter into a long-term contract with a customer covering multiple regions in the United States.
The success of these and other strategic ventures also depends, in large part, on the satisfactory performance by the Company's strategic venture partners of their strategic venture obligations, including their obligation to commit working capital, equity or credit support as required by the strategic venture and to support their indemnification and other contractual obligations. 13 If the Company's strategic venture partners fail to satisfactorily perform their strategic venture obligations as a result of financial or other difficulties, the strategic venture may be unable to adequately perform or deliver its contracted services.
The success of these and other strategic ventures also depends, in large part, on the satisfactory performance by the Company's strategic venture partners of their strategic venture obligations, including their obligation to commit working capital, equity or credit support as required by the strategic venture and to support their indemnification and other contractual obligations.
If applicable laws and governmental standards become more stringent, the Company’s results of operations, liquidity and financial condition could be materially adversely affected. 18 The Company is subject to various environmental laws, and the success of existing or future environmental claims against it could adversely impact the Company's results of operations and cash flows.
The Company is subject to various environmental laws, and the success of existing or future environmental claims against it could adversely impact the Company's results of operations and cash flows.
Also, there can be no assurances that the Company will be able to obtain or renew from third parties the licenses needed in the future, and there is no assurance that such licenses can be obtained on reasonable terms.
Also, there can be no assurances that the Company will be able to obtain or renew from third parties the licenses needed in the future, and there is no assurance that such licenses can be obtained on reasonable terms. 16 Increased information technology security threats and more sophisticated computer crime pose a risk to the Company and its vendors, systems, networks, products and services .
If the Company is found to be liable for violations of these laws (either due to its own acts, out of inadvertence or due to the acts or inadvertence of others), the Company could also be subject to severe criminal or civil penalties or other sanctions; disgorgement; further changes or enhancements to its procedures, policies and controls; personnel changes and other remedial actions.
If the Company is found to be liable for violations of these laws (either due to its own acts, out of inadvertence or due to the acts or inadvertence of others), the Company could also be subject to severe criminal or civil penalties or other sanctions; disgorgement; further changes or enhancements to its procedures, policies and controls; personnel changes and other remedial actions. 19 Furthermore, the Company is subject to the export controls and economic embargo rules and regulations of the U.S., including the Export Administration Regulations and trade sanctions against embargoed countries, which are administered by the Office of Foreign Asset Control within the Department of Treasury, as well as other laws and regulations administered by the Department of Commerce.
In addition, such legal and regulatory changes may also affect buying decisions by the users of the Company’s products that contain regulated materials or that involve the use of such materials in the process.
In addition, such legal and regulatory changes may also affect buying decisions by the users of the Company’s products that contain regulated materials or that involve the use of such materials in the process. If applicable laws and governmental standards become more stringent, the Company’s results of operations, liquidity and financial condition could be materially adversely affected.
In addition, as of December 31, 2024, approximately 49% of the Company’s property, plant and equipment is located outside of the U.S. The Company's global footprint exposes it to a variety of risks that may adversely affect the Company's results of operations, financial condition, liquidity and cash flows.
The Company's global footprint exposes it to a variety of risks that may adversely affect the Company's results of operations, financial condition, liquidity and cash flows.
The potential compliance costs with or imposed by new or existing regulations and policies that are applicable to us could have a material impact on our results of operations. 15 MACROECONOMIC AND INDUSTRY RISKS Negative economic conditions may adversely impact demand for the Company's products and services, as well as the ability of the Company's customers to meet their obligations to the Company on a timely basis.
MACROECONOMIC AND INDUSTRY RISKS Negative economic conditions may adversely impact demand for the Company's products and services, as well as the ability of the Company's customers to meet their obligations to the Company on a timely basis.
The Company's business operations could also be affected by other factors not presently known to the Company or factors that the Company currently does not consider to be material. STRATEGIC AND OPERATIONAL RISKS If the Clean Earth Segment fails to comply with applicable environmental laws and regulations, its business could be adversely affected.
The Company's business operations could also be affected by other factors not presently known to the Company or factors that the Company currently does not consider to be material.
Conversely, if the U.S. dollar strengthens in relation to currencies in countries in which the Company does business, the translated amounts of the related assets, liabilities, and therefore stockholders' equity, would decrease.
Conversely, if the U.S. dollar strengthens in relation to currencies in countries in which the Company does business, the translated amounts of the related assets, liabilities, and therefore stockholders' equity, would decrease. 18 Although the Company engages in foreign currency exchange forward contracts and other hedging strategies to mitigate foreign exchange transactional risks, hedging strategies may not be successful or may fail to completely offset these risks.
The Company also may be subject to laws concerning the protection of certain marine and bird species, their habitats, and wetlands. It may incur substantial costs in order to conduct its operations in compliance with these environmental laws and regulations.
It may incur substantial costs in order to conduct its operations in compliance with these environmental laws and regulations.
Liability for environmental damage could have a material adverse effect on the Company’s financial condition, results of operations and cash flows. The Company may also be held liable for the mishandling of waste streams resulting from the misrepresentations by a customer as to the nature of such waste streams.
Liability for environmental damage could have a material adverse effect on the Company’s financial condition, results of operations and cash flows.
This is a result of normally higher income during the second and third quarters of the year, as the Company's business tends to follow seasonal patterns. If the Company is unable to successfully manage the cash flow and other effects of seasonality on the business, its results of operations may suffer.
The seasonality of the Company's business may cause quarterly results to fluctuate. The majority of the Company's cash flows provided by operations has historically been generated in the second half of the year. This is a result of normally higher income during the second and third quarters of the year, as the Company's business tends to follow seasonal patterns.
LEGAL AND REGULATORY RISKS The Company's global presence subjects it to a variety of risks arising from doing business internationally. The Company operates in approximately 30 countries, generating 43% of its revenues outside of the U.S. (based on location of the facility generating the revenue) for the year ended December 31, 2024.
The Company operates in approximately 30 countries, generating 43% of its revenues outside of the U.S. (based on location of the facility generating the revenue) for the year ended December 31, 2025. In addition, as of December 31, 2025, approximately 48% of the Company’s property, plant and equipment is located outside of the U.S.
CE may enter into a long-term contract with a customer covering multiple regions in the United States. A dispute with a customer in one region in the United States could impact the Company’s revenues related to that customer in another region.
A dispute with a customer in one region in the United States could impact the Company’s revenues related to that customer in another region. HE may incur capital expenditures or other costs at the beginning of a long-term contract that it expects to recoup through the life of the contract.
The Company also may not be able to maintain insurance in the future at levels it believes are necessary and at rates it considers reasonable. FINANCIAL, TAX AND FINANCIAL MARKET RISKS Restrictions imposed by the Company's Senior Secured Credit Facilities, accounts receivable securitization facility and other financing arrangements may limit the Company's operating and financial flexibility.
FINANCIAL, TAX AND FINANCIAL MARKET RISKS Restrictions imposed by the Company's Senior Secured Credit Facilities, accounts receivable securitization facility and other financing arrangements may limit the Company's operating and financial flexibility. The agreements governing the Company's outstanding financing arrangements impose a number of restrictions.
Sales of products manufactured in the U.S. for the domestic and export markets may be affected by the value of the U.S. dollar relative to other currencies. Any long-term strengthening of the U.S. dollar could depress demand for these products and reduce sales. Conversely, any long-term weakening of the U.S. dollar could improve demand for these products and increase sales.
In addition, competitive conditions in the Company's manufacturing businesses may limit the Company's ability to increase product prices in the face of adverse currency movement. Sales of products manufactured in the U.S. for the domestic and export markets may be affected by the value of the U.S. dollar relative to other currencies.
Stringent regulations of federal, state and local governments have a substantial impact on CE’s transportation, treatment, storage, disposal and beneficial use activities. Many complex laws, rules, orders and regulatory interpretations govern environmental protection, health, safety, noise, visual impact, odor, land use, zoning, transportation and related matters.
Many complex laws, rules, orders and regulatory interpretations govern environmental protection, health, safety, noise, visual impact, odor, land use, zoning, transportation and related matters. The Company also may be subject to laws concerning the protection of certain marine and bird species, their habitats, and wetlands.
Customer concentration and related credit and commercial risks, together with the long-term nature of contracts, may adversely impact the Company's results of operations, financial condition and cash flows. For the year ended December 31, 2024, the Company’s top five customers in HE accounted for approximately 32% of revenues in that Segment and 15% of the Company’s consolidated revenues.
For the year ended December 31, 2025, the Company’s top five customers in HE accounted for approximately 37% of revenues in that Segment and 17% of the Company’s consolidated revenues.
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If those cyclical industries slow significantly, the business that CE receives from them would likely decrease. The seasonality of the Company's business may cause quarterly results to fluctuate. The majority of the Company's cash flows provided by operations has historically been generated in the second half of the year.
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MERGER AND SEPARATION RISKS The consummation of the Merger is subject to a number of conditions; if these conditions are not satisfied or waived on a timely basis, or if other termination rights of the parties are triggered, then the Merger Agreement may be terminated and the Merger may not be completed.
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HE may incur capital expenditures or other costs at the beginning of a long-term contract that it expects to recoup through the life of the contract. Some of these contracts provide for advance payments to assist the Company in covering these costs and expenses.
Added
The Merger is subject to certain customary closing conditions, including: (i) approval and adoption of the Merger Agreement and the Merger by holders of a majority of the outstanding shares of the Company’s common stock at the Company’s shareholders meeting; (ii) any applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act with respect to the Merger having expired or been terminated; (iii) effectiveness of the registration statement to be filed with respect to registration of the common stock of New Enviri that will be distributed in the Separation; (iv) completion of the Holding Company Merger, the Reorganization and the Distribution (as such terms are defined in the Merger Agreement); (v) the absence of any law or order prohibiting or making illegal the consummation of the Holding Company Merger, the Reorganization, the Distribution or the Merger; (vi) subject to certain qualifications, the accuracy of the representations and warranties of the parties under the Merger Agreement, and the performance in all material respects by the parties with their respective obligations under the Merger Agreement; and (vii) the absence of any Company Material Adverse Effect (as defined in the Merger Agreement).
Removed
Although the Company engages in foreign currency exchange forward contracts and other hedging strategies to mitigate foreign exchange transactional risks, hedging strategies may not be successful or may fail to completely offset these risks. In addition, competitive conditions in the Company's manufacturing businesses may limit the Company's ability to increase product prices in the face of adverse currency movement.
Added
The failure to satisfy all of the required conditions could delay the completion of the Merger by a significant period of time or prevent it from occurring.
Removed
Furthermore, the Company is subject to the export controls and economic embargo rules and regulations of the U.S., including the Export Administration Regulations and trade sanctions against embargoed countries, which are administered by the Office of Foreign Asset Control within the Department of Treasury, as well as other laws and regulations administered by the Department of Commerce.
Added
Any delay in completing the Merger could cause the parties to not realize some or all of the benefits that are expected to be achieved if the Merger is successfully completed within the expected timeframe.
Added
There can be no assurance that the conditions to closing of the Merger will be satisfied or waived or that the Merger will be completed within the expected timeframe or at all.
Added
The Merger Agreement also contains specified termination rights for the Company and Veolia, including that the Merger Agreement may be terminated by either party if the Merger has not been consummated by August 20, 2026 (subject to an extension to November 20, 2026 in connection with outstanding regulatory approvals).
Added
In the event the Merger Agreement is terminated by either party, the Company will have incurred significant costs and will have diverted significant management focus and resources from other strategic opportunities and ongoing business activities without realizing the anticipated benefits of the Merger.
Added
Failure to complete the Merger could adversely affect the stock price and future business and financial results of the Company. There can be no assurance that the conditions to the closing of the Merger will be satisfied or waived or that the Merger will be completed.
Added
If the Merger is not completed within the expected timeframe or at all, the ongoing business of the Company could be adversely affected and the Company will be subject to a variety of risks and possible consequences associated with the failure to complete the Merger, including the following: (i) upon termination of the Merger Agreement under specified circumstances, the Company is required to pay Veolia a termination fee of $80.0 million in cash; (ii) the Company will incur significant transaction costs related to the Separation and Merger, including legal, accounting, financial advisor, filing, printing and mailing fees, regardless of whether the transactions close; (iii) under the Merger Agreement, the Company is subject to certain restrictions on the conduct of its business prior to the closing of the Merger, which may adversely affect its ability to execute certain of its business strategies; and (iv) the pending Merger, whether or not it closes, will divert the attention of certain management and other key employees of the Company from ongoing business activities, including the pursuit of other opportunities that could be beneficial to the Company.
Added
Similarly, delays in the completion of the Merger could result in additional transaction costs, loss of revenue or other negative effects associated with delay and uncertainty about completion of the Merger, and could materially and adversely impact the ongoing business, financial condition, results of operations and stock price of the Company prior to the Merger and New Enviri following completion of the Merger. 11 If the Merger is not completed, these risks could materially affect the business, financial condition and results of operations of the Company and its stock price, including to the extent that the current market price of the Company’s common stock is positively affected by a market assumption that the Merger will be completed.
Added
In addition, if the Merger is not completed, (i) the holders of the Company’s common stock will not receive any cash consideration for their shares of the Company’s common stock in connection with the Merger and (ii) the Separation will not occur and the holders of the Company’s common stock will not receive shares in New Enviri.
Added
Instead, the Company will remain an independent public company and holders of the Company’s common stock will continue to own their shares of the Company’s common stock. While the Merger is pending, the Company will be subject to business uncertainties and certain contractual restrictions that could adversely affect the business and operations of the Company.
Added
In connection with the pending Merger, some customers, suppliers, vendors or other third parties of the Company may react unfavorably, including by delaying or deferring decisions concerning their business relationships or transactions with the Company, regardless of whether the Merger is completed.
Added
In addition, due to certain restrictions in the Merger Agreement on the conduct of business prior to completing the Merger, the Company may be unable (without the other party’s prior written consent) to respond effectively to business developments, pursue strategic transactions, undertake significant capital projects, undertake certain significant financing transactions and otherwise pursue certain actions, even if such actions would prove beneficial.
Added
In addition, the pendency of the Merger may make it more difficult for the Company to effectively retain and incentivize key personnel and may cause distractions from the Company’s strategy and day-to-day operations for its current employees and management.
Added
If any of these events were to occur, it could materially and adversely impact the Company’s business, financial condition, results of operations and cash flows while the Merger is pending. The Merger and Separation may not achieve the anticipated benefits and will expose New Enviri to new risks.
Added
New Enviri, which following the Separation will hold the New Enviri Business, may not realize the anticipated strategic, financial, operational or other benefits from the sale of the Clean Earth Business in the Merger. The Company cannot predict with certainty when the benefits expected from the Merger will occur or the extent to which they will be achieved.
Added
If the Merger is completed, New Enviri’s operational and financial profile will be different from the Company and it will face risks different from the Company, including risks commonly encountered in divestitures. In addition, as a standalone, publicly traded company, New Enviri will be a smaller, less-diversified company and may be more vulnerable to changing market conditions.
Added
Further, the diversification of New Enviri’s revenues, costs and cash flows will be diminished as compared to the Company since it will not own the Clean Earth Business, such that its results of operations, cash flows, working capital and financing requirements may be subject to increased volatility and its ability to fund capital expenditures and investments and service debt may be diminished.
Added
There is no assurance that following the Separation and the Merger New Enviri will be successful. The completion of the Separation may cause uncertainty for or disruptions with the customers, suppliers, vendors and employees of the New Enviri Business, which may negatively impact these relationships or its operations.
Added
In addition, New Enviri will incur one-time costs and ongoing costs in connection with, or as a result of, the Separation, including costs of operating as a standalone, publicly-traded company. Those costs may exceed estimates or could negate some of the benefits expected to be realized.
Added
If New Enviri does not realize the intended benefits or if costs exceed estimates, New Enviri could suffer a material adverse effect on its business, financial condition, results of operations and cash flows. STRATEGIC AND OPERATIONAL RISKS If the Clean Earth Segment fails to comply with applicable environmental laws and regulations, its business could be adversely affected.
Added
The Company may also be held liable for the mishandling of waste streams resulting from the misrepresentations by a customer as to the nature of such waste streams. 12 Stringent regulations of federal, state and local governments have a substantial impact on CE’s transportation, treatment, storage, disposal and beneficial use activities.
Added
Outdoor construction, which may be limited due to unfavorable weather, and dredging, which may be limited due to environmental restrictions in certain waterways in the Northeastern United States, can be cyclical in nature. If those cyclical industries slow significantly, the business that CE receives from them would likely decrease.
Added
If the Company is unable to successfully manage the cash flow and other effects of seasonality on the business, its results of operations may suffer. Customer concentration and related credit and commercial risks, together with the long-term nature of contracts, may adversely impact the Company's results of operations, financial condition and cash flows.
Added
If the Company's strategic venture partners fail to satisfactorily perform their strategic venture obligations as a result of financial or other difficulties, the strategic venture may be unable to adequately perform or deliver its contracted services.
Added
The potential compliance costs with or imposed by new or existing regulations and policies that are applicable to us could have a material impact on our results of operations.
Added
Any long-term strengthening of the U.S. dollar could depress demand for these products and reduce sales. Conversely, any long-term weakening of the U.S. dollar could improve demand for these products and increase sales. LEGAL AND REGULATORY RISKS The Company's global presence subjects it to a variety of risks arising from doing business internationally.
Added
If the Company is unable to successfully manage the risks associated with its global business, the Company's results of operations, financial condition, liquidity and cash flows may be negatively impacted. Due to the international nature of the Company's business, the Company could be adversely affected by violations of certain laws. The U.S.
Added
The Company also may not be able to maintain insurance in the future at levels it believes are necessary and at rates it considers reasonable. Enhanced U.S. tariffs, import/export restrictions or other trade barriers may have a negative effect on global economic conditions, financial markets and the Company’s business.
Added
There is currently significant uncertainty about the future relationship between the U.S. and various other countries with respect to trade policies, treaties, tariffs and taxes. The U.S. presidential administration has threatened or imposed tariffs on imports from various countries in which the Company does business, including, among others China and Mexico.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeTipler is also responsible for providing quarterly updates to the Company’s Audit Committee and Board of Directors regarding enterprise level risks, the effectiveness of the Company’s cybersecurity program, and any material cybersecurity incidents that may arise. 21 Role of the Board of Directors The Board has delegated responsibility for overseeing the Company’s cybersecurity and information technology processes to the Audit Committee.
Biggest changeTipler is also responsible for providing quarterly updates to the Company’s Audit Committee and Board of Directors regarding enterprise level risks, the effectiveness of the Company’s cybersecurity program, and any material cybersecurity incidents that may arise. 23 Role of the Board of Directors The Board has delegated responsibility for overseeing the Company’s cybersecurity and information technology processes to the Audit Committee.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeThe above table includes the principal properties owned or leased by the Company. The Company also operates from a number of other smaller plants, warehouses and offices in addition to the above. The Company considers all of its properties at which operations are currently performed to be in satisfactory condition and suitable for their intended use. 22 Item 3.
Biggest changeThe above table includes the principal properties owned or leased by the Company. The Company also operates from a number of other smaller plants, warehouses and offices in addition to the above. The Company considers all of its properties at which operations are currently performed to be in satisfactory condition and suitable for their intended use. 24 Item 3.
Hazardous Waste Processing Owned Tacoma, Washington, U.S. Hazardous Waste Processing Owned Harsco Rail Segment Columbia, South Carolina, U.S. Rail Maintenance-of-way Equipment Owned HE principally operates on customer-owned sites and has administrative offices throughout the world, including Pittsburgh, Pennsylvania, U.S. and Leatherhead, U.K. CE has an administrative office in King of Prussia, Pennsylvania.
Hazardous Waste Processing Owned Tacoma, Washington, U.S. Hazardous Waste Processing Owned Harsco Rail Segment Columbia, South Carolina, U.S. Rail Maintenance-of-way Equipment Owned HE principally operates on customer-owned sites and has administrative offices throughout the world, including Pittsburgh, Pennsylvania, U.S. and London, U.K. CE has an administrative office in King of Prussia, Pennsylvania.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeDividend Policy The Company anticipates that they will retain any available funds to invest in the operations of the business and does not anticipate paying any cash dividends in the foreseeable future Item 6. [Reserved].
Biggest changeDiversified Industrials Index. The graph assumes that $100 was invested on December 31, 2020 in our common stock and in the shares represented by each of the indices. Dividend Policy The Company anticipates that it will retain any available funds to invest in the operations of the business and does not anticipate paying any cash dividends in the foreseeable future.
Financial Statements and Supplementary Data, Part III, Item 11. Executive Compensation and Part III, Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. Stock Performance Graph *$100 invested on 12/31/2019 in stock or index, including reinvestment of dividends. Fiscal year ending December 31. Copyright© 2025 S&P Dow Jones Indices LLC, a division of S&P Global.
Financial Statements and Supplementary Data, Part III, Item 11. Executive Compensation and Part III, Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. Stock Performance Graph *$100 invested on 12/31/2020 in stock or index, including reinvestment of dividends. Fiscal year ending December 31. Copyright© 2026 S&P Dow Jones Indices LLC, a division of S&P Global.
Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. Enviri Corporation common stock is listed on the New York Stock Exchange under the trading symbol NVRI. At December 31, 2024, there were 80,197,777 shares outstanding.
Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. Enviri Corporation common stock is listed on the New York Stock Exchange under the trading symbol NVRI. At December 31, 2025, there were 81,449,498 shares outstanding.
All rights reserved. Copyright© 2025 Russell Investment Group.
All rights reserved. Copyright© 2026 Russell Investment Group.
In 2024, the Company's common stock traded in a range of $6.57 to $12.79 per share and closed at $7.58 per share at year-end. At December 31, 2024, there were approximately 1,145 stockholders of record. For additional information regarding the Company's equity compensation plans see Note 14, Stock-Based Compensation, in Part II, Item 8.
In 2025, the Company's common stock traded in a range of $4.72 to $18.74 per share and closed at $17.92 per share at year-end. At December 31, 2025, there were approximately 1,022 stockholders of record. For additional information regarding the Company's equity compensation plans see Note 14, Stock-Based Compensation, in Part II, Item 8.
All rights reserved. 23 December 2019 December 2020 December 2021 December 2022 December 2023 December 2024 Enviri Corporation 100.00 78.14 72.62 27.34 39.11 33.46 Russell 2000 100.00 119.96 137.74 109.59 128.14 142.93 Dow Jones US Diversified Industrials 100.00 112.44 123.67 113.61 147.49 203.37 The above graph compares the cumulative total return on Enviri’s common stock over the five-year period ended December 31, 2024 with the cumulative total return for the same period on the Russell 2000 Index and Dow Jones U.S.
All rights reserved. 25 December 2020 December 2021 December 2022 December 2023 December 2024 December 2025 Enviri Corporation 100.00 92.94 34.98 50.06 42.83 99.67 Russell 2000 100.00 114.82 91.35 106.82 119.14 134.40 Dow Jones US Diversified Industrials 100.00 109.99 101.05 131.18 180.87 188.48 The above graph compares the cumulative total return on Enviri’s common stock over the five-year period ended December 31, 2025 with the cumulative total return for the same period on the Russell 2000 Index and Dow Jones U.S.
Removed
Diversified Industrials Index. The graph assumes that $100 was invested on December 31, 2019 in our common stock and in the shares represented by each of the indices.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

131 edited+58 added−31 removed86 unchanged
Biggest changeOperating Income (Loss) from Continuing Operations by Segment: (Dollars in millions) 2024 2023 Change % Harsco Environmental $ 32.0 $ 77.6 $ (45.6) (58.8) % Clean Earth 92.2 77.0 15.2 19.7 % Harsco Rail (58.0) (31.7) (26.3) (83.0) % Corporate (34.4) (43.0) 8.6 20.0 % Operating income (loss) from continuing operations $ 31.7 $ 79.9 $ (48.2) (60.3) % Operating Margins by Segment: 2024 2023 Harsco Environmental 2.9% 6.8% Clean Earth 9.8% 8.3% Harsco Rail (19.9)% (10.7)% Consolidated Operating Margin 1.4% 3.4% 27 Comparative Analysis of Segment Results The changes during the year ended December 31, 2024 in Operating income (loss) from continuing operations are described below, by segment, when compared to the year ended December 31, 2023: Harsco Environmental Segment: Significant Effects on Revenues (In millions) Revenues—2023 $ 1,140.9 Net effects of price/volume changes, primarily attributable to volume changes and service mix 68.5 Net impact of new and lost contracts (19.0) Impact of divestitures (48.8) Impact of foreign currency translation (30.1) Revenues—2024 $ 1,111.5 The following factors contributed to the changes in operating income (loss) for the year ended December 31, 2024.
Biggest changeOperating Income (Loss) from Continuing Operations by Segment: (Dollars in millions) 2025 2024 Change % Harsco Environmental $ 42.2 $ 32.0 $ 10.2 31.9 % Clean Earth 91.7 92.6 (0.9) (1.0) % Harsco Rail (57.4) (59.6) 2.2 3.7 % Corporate (72.2) (34.4) (37.8) (109.9) % Operating income (loss) from continuing operations $ 4.2 $ 30.7 $ (26.5) (86.3) % 30 (Dollars in millions) 2024 2023 Change % Harsco Environmental $ 32.0 $ 78.7 $ (46.7) (59.3) % Clean Earth 92.6 76.7 15.9 20.7 % Harsco Rail (59.6) (24.9) (34.7) (139.4) % Corporate (34.4) (43.0) 8.6 20.0 % Operating income (loss) from continuing operations $ 30.7 $ 87.5 $ (56.8) (64.9) % Operating Margins by Segment: 2025 2024 2023 Harsco Environmental 4.1% 2.9% 6.9% Clean Earth 9.4% 9.8% 8.3% Harsco Rail (23.2)% (20.5)% (8.4)% Consolidated Operating Margin 0.2% 1.3% 3.7% Comparative Analysis of Segment Results for the Years Ended December 31, 2025 and 2024 The changes during the year ended December 31, 2025 in Operating income (loss) from continuing operations are described below, by segment, when compared to the year ended December 31, 2024.
Due to lower projections, the 2024 annual quantitative impairment test resulted in a goodwill impairment charge of $13.0 million for the Harsco Rail reporting unit, which is included in Goodwill and other intangible asset impairment charges on the Company's Consolidated Statements of Operations.
The annual quantitative impairment test for 2024 resulted in a goodwill impairment charge of $13.0 million for the Harsco Rail reporting unit, which is included in Goodwill and other intangible asset impairment charges on the Company's Consolidated Statements of Operations, due to lower projections.
Financial Statements and Supplementary Data for more details on the Company's conclusion. • A charge for the remeasurement of long-lived assets of $10.7 million was recorded during the year ended December 31, 2024, related to the depreciation and amortization expense that would have been recognized from November 2021 through February 2024 when Rail's assets were classified as held-for-sale, had the assets been continuously classified as held-for-use.
Financial Statements and Supplementary Data for more details on the Company's conclusion. 34 • A charge for the remeasurement of long-lived assets of $10.7 million was recorded during the year ended December 31, 2024, related to the depreciation and amortization expense that would have been recognized from November 2021 through February 2024 when Rail's assets were classified as held for sale, had the assets been continuously classified as held for use.
GAAP, the Company recognizes revenue on an over time basis utilizing the cost-to-cost method to measure progress, which requires the Company to make estimates regarding the revenues and costs associated with design, manufacturing and delivery of products. 42 Critical Estimate-Revenue Recognition - Cost-to-Cost Method The Company uses the cost-to-cost method to measure progress because it is the measure that best depicts the transfer of control to the customer, which occurs as the Company incurs costs under the contracts.
GAAP, the Company recognizes revenue on an over time basis utilizing the cost-to-cost method to measure progress, which requires the Company to make estimates regarding the revenues and costs associated with design, manufacturing and delivery of products. 48 Critical Estimate-Revenue Recognition - Cost-to-Cost Method The Company uses the cost-to-cost method to measure progress because it is the measure that best depicts the transfer of control to the customer, which occurs as the Company incurs costs under the contracts.
Exhibit and Financial Statement Schedules for additional information. 40 Fair Value Estimates for Goodwill The Company accounts for business combinations using the acquisition method of accounting, which requires that once control is obtained, all assets acquired and liabilities assumed, including amounts attributable to noncontrolling interests, be recorded at their respective fair values at the date of acquisition.
Exhibit and Financial Statement Schedules for additional information. 46 Fair Value Estimates for Goodwill The Company accounts for business combinations using the acquisition method of accounting, which requires that once control is obtained, all assets acquired and liabilities assumed, including amounts attributable to noncontrolling interests, be recorded at their respective fair values at the date of acquisition.
Holding all other assumptions constant, using December 31, 2024 plan data, a one-quarter percent increase or decrease in the discount rate and the expected long-term rate of return on plan assets would increase or decrease annual 2025 pre-tax defined benefit NPPC (expense) as follows: Increase (Decrease) to 2025 NPPC (In millions) U.S. Plans U.K.
Holding all other assumptions constant, using December 31, 2025 plan data, a one-quarter percent increase or decrease in the discount rate and the expected long-term rate of return on plan assets would increase or decrease annual 2026 pre-tax defined benefit NPPC (expense) as follows: Increase (Decrease) to 2026 NPPC (In millions) U.S. Plans U.K.
Financial Statements and Supplementary Data for details on this reserve. • Plant, property and equipment ("PP&E") impairment charges for the year ended December 31, 2024 increased by $9.3 million from impairment charges related to site locations in the U.S. and the Middle East during 2024, compared to the PP&E impairment charge recorded during the year ended December 31, 2023 related to abandoned equipment at a customer site.
Financial Statements and Supplementary Data for details on this reserve. • PP&E impairment charges for the year ended December 31, 2024 increased by $9.3 million from impairment charges related to site locations in the U.S. and the Middle East during 2024, compared to the PP&E impairment charge recorded during the year ended December 31, 2023 related to abandoned equipment at a customer site.
The DCF model is based on approved forecasts for the early years and historical relationships and projections for later years. The WACC rate is based on the Company's WACC, adjusted for market participant assumptions. As a result of this test, the fair value was less than book value and the Company recognized an impairment charge of $13.9 million in 2024.
The DCF model is based on approved forecasts for the early years and historical relationships and projections for later years. The WACC rate is based on the Company's WACC, adjusted for market participant assumptions. As a result of this test, the fair value was less than book value and the Company recognized an impairment charge of $13.9 million.
This rate was determined based on a model of expected asset returns for an actively managed portfolio. 39 Changes in NPPC may occur in the future due to changes in actuarial assumptions and due to changes in returns on plan assets resulting from financial market conditions.
This rate was determined based on a model of expected asset returns for an actively managed portfolio. 45 Changes in NPPC may occur in the future due to changes in actuarial assumptions and due to changes in returns on plan assets resulting from financial market conditions.
Plans Discount rate One-quarter percent increase $ — $ (0.2) One-quarter percent decrease — 0.1 Expected long-term rate of return on plan assets One-quarter percent increase $ (0.4) $ (1.4) One-quarter percent decrease 0.4 1.4 Increases or decreases to net pension obligations may be required, should circumstances that affect these estimates change.
Plans Discount rate One-quarter percent increase $ — $ 0.1 One-quarter percent decrease — (0.1) Expected long-term rate of return on plan assets One-quarter percent increase $ (0.4) $ (1.5) One-quarter percent decrease 0.4 1.4 Increases or decreases to net pension obligations may be required, should circumstances that affect these estimates change.
The Company expensed $0.3 million of previously recorded deferred financing costs in Facility fees and debt related income (expense) and capitalized $4.4 million of fees incurred related to the amendment, which is included in Current maturities of long-term debt and Long-term debt on the Company's Consolidated Balance Sheets.
The Company expensed $0.3 million of previously recorded deferred financing costs in Facility fees and debt related income (expense) and capitalized $4.4 million of fees incurred related to the amendment, which is included in Long-term debt on the Company's Consolidated Balance Sheets.
Results of Operations of this Annual Report on Form 10-K are rounded in millions and all percentages are calculated based on actual amounts. As a result, minor differences may exist due to rounding.
Item 7. Results of Operations of this Annual Report on Form 10-K are rounded in millions and all percentages are calculated based on actual amounts. As a result, minor differences may exist due to rounding.
In addition, the Company recorded impairment charges related to other long-lived assets that are included in Other (income) expenses, net, on the Consolidated Statements of Operations of $5.3 million, $0.1 million and $0.7 million for the years ended December 31, 2024, 2023 and 2022, respectively. See Note 18, Other (income) expenses, net, in Part II, Item 8.
In addition, the Company recorded impairment charges related to other long-lived assets that are included in Other (income) expenses, net, on the Consolidated Statements of Operations of $0.8 million, $5.3 million and $0.1 million for the years ended December 31, 2025, 2024 and 2023, respectively. See Note 18, Other (income) expenses, net, in Part II, Item 8.
For the year ended December 31, 2024, due to lower projections at an HE location in the U.S., the Company performed testing which determined that the undiscounted future cash flows were lower than the net book value of the assets at the location. The assets primarily included machinery and equipment. along with other PP&E.
During the year ended December 31, 2024, due to lower revenue projections at an HE location in the U.S., the Company performed testing which determined that the undiscounted future cash flows were lower than the net book value of the assets at the location. The assets primarily included machinery and equipment. along with other PP&E.
Alternatively, Consolidated Adjusted EBITDA could decrease by $33.1 million or interest expense could increase by $12.1 million and the Company would remain in compliance with these covenants. The Company believes it will continue to maintain compliance with all covenants over the next twelve months based on its current outlook.
Alternatively, Consolidated Adjusted EBITDA could decrease by $18.1 million or interest expense could increase by $12.4 million and the Company would remain in compliance with these covenants. The Company believes it will continue to maintain compliance with all covenants over the next twelve months based on its current outlook.
Because of the high degree of uncertainty regarding the future cash flows associated with these potential long-term tax liabilities, the Company is unable to estimate the years in which settlement will occur with the respective taxing authorities. 35 Off-Balance Sheet Arrangements The following table summarizes the Company's contingent commercial commitments at December 31, 2024.
Because of the high degree of uncertainty regarding the future cash flows associated with these potential long-term tax liabilities, the Company is unable to estimate the years in which settlement will occur with the respective taxing authorities. 41 Off-Balance Sheet Arrangements The following table summarizes the Company's contingent commercial commitments at December 31, 2025.
The changes in the Company's provision for expected credit losses during the years ended December 31, 2024, 2023 and 2022 were $2.8 million, $7.0 million and $0.3 million, respectively. On at least a quarterly basis, customer accounts are analyzed for collectability. Reserves are established based upon the expected credit loss allowance methodology noted above.
The change in the Company's provision for expected credit losses during the years ended December 31, 2025, 2024 and 2023 were $(3.2) million, $2.8 million and $7.0 million, respectively. On at least a quarterly basis, customer accounts are analyzed for collectability. Reserves are established based upon the expected credit loss allowance methodology noted above.
The interest rates on variable-rate debt and foreign currency exchange rates are subject to changes beyond the Company's control and may result in actual interest expense and payments differing from the projected amounts. • Projected facility fee payments on the AR Facility are expected to be $8.6 million annually based on the drawn amount and rates at December 31, 2024.
The interest rates on variable-rate debt and foreign currency exchange rates are subject to changes beyond the Company's control and may result in actual interest expense and payments differing from the projected amounts. • Projected facility fee payments on the AR Facility are expected to be $8.2 million annually based on the drawn amount and rates at December 31, 2025.
See Note 8, Debt and Credit Agreements in Part II, Item 8 Financial Statements and Supplementary Data for additional information on short-term borrowings and long-term debt. • Projected interest payments on long-term debt are anticipated to be approximately $85 million annually based upon borrowings, interest rates and foreign currency exchange rates at December 31, 2024 and includes the impact of the interest rate swaps the Company has in-place with certain variable rate debt issuances to secure a fixed interest rate.
See Note 8, Debt and Credit Agreements in Part II, Item 8 Financial Statements and Supplementary Data for additional information on short-term borrowings and long-term debt. • Projected interest payments on long-term debt are anticipated to be approximately $91 million annually based upon borrowings, interest rates and foreign currency exchange rates at December 31, 2025 and include the impact of the interest rate swaps the Company has in-place with certain variable rate debt issuances to secure a fixed interest rate.
Factors that could cause actual results to differ, perhaps materially, from those implied by forward-looking statements include, but are not limited to: (1) the Company's ability to successfully enter into new contracts and complete new acquisitions, divestitures, or strategic ventures in the time-frame contemplated or at all; (2) the Company’s inability to comply with applicable environmental laws and regulations; (3) the Company’s inability to obtain, renew, or maintain compliance with its operating permits or license agreements; (4) various economic, business, and regulatory risks associated with the waste management industry; (5) the seasonal nature of the Company's business; (6) risks caused by customer concentration, fixed-price and long-term customer contracts, especially those related to complex engineered equipment and the competitive nature of the industries in which the Company operates; (7) the outcome of any disputes with customers, contractors and subcontractors; (8) the financial condition of the Company's customers, including the ability of customers (especially those that may be highly leveraged or have inadequate liquidity) to maintain their credit availability; (9) higher than expected claims under the Company’s insurance policies, or losses that are uninsurable or that exceed existing insurance coverage; (10) market and competitive changes, including pricing pressures, market demand and acceptance for new products, services and technologies; changes in currency exchange rates, interest rates, commodity and fuel costs and capital costs; (11) the Company's ability to negotiate, complete, and integrate strategic transactions and joint ventures with strategic partners; (12) the Company’s ability to effectively retain key management and employees, including due to unanticipated changes to demand for the Company’s services, disruptions associated with labor disputes, and increased operating costs associated with union organizations; 24 (13) 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; (14) failure to effectively prevent, detect or recover from breaches in the Company's cybersecurity infrastructure; (15) changes in the worldwide business environment in which the Company operates, including changes in general economic and industry conditions and cyclical slowdowns impacting the steel and aluminum industries; (16) fluctuations in exchange rates between the U.S. dollar and other currencies in which the Company conducts business; (17) unforeseen business disruptions in one or more of the many countries in which the Company operates due to changes in economic conditions, changes in governmental laws and regulations, including environmental, occupational health and safety, tax and import tariff standards and amounts; political instability, civil disobedience, armed hostilities, public health issues or other calamities; (18) liability for and implementation of environmental remediation matters; (19) product liability and warranty claims associated with the Company’s operations; (20) the Company’s ability to comply with financial covenants and obligations to financial counterparties; (21) the Company’s outstanding indebtedness and exposure to derivative financial instruments that may be impacted by, among other factors, changes in interest rates; (22) tax liabilities and changes in tax laws; (23) 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; (24) risk and uncertainty associated with intangible assets; and the 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 this Annual Report on Form 10-K.
Factors that could cause actual results to differ, perhaps materially, from those implied by forward-looking statements include, but are not limited to: (1) the Company's ability to complete the transactions contemplated by the Merger Agreement and the Separation Agreement on the terms expected, in a timely manner at all; (2) the possibility that the Merger and the Separation may not ultimately achieve the expected benefits; (3) the Company's ability to successfully enter into new contracts and complete new acquisitions, divestitures, or strategic ventures in the time-frame contemplated or at all; (4) the Company’s inability to comply with applicable environmental laws and regulations; (5) the Company’s inability to obtain, renew, or maintain compliance with its operating permits or license agreements; (6) various economic, business, and regulatory risks associated with the waste management industry; (7) the seasonal nature of the Company's business; (8) risks caused by customer concentration, fixed-price and long-term customer contracts, especially those related to complex engineered equipment and the competitive nature of the industries in which the Company operates; (9) the outcome of any disputes with customers, contractors and subcontractors; (10) the financial condition of the Company's customers, including the ability of customers (especially those that may be highly leveraged or have inadequate liquidity) to maintain their credit availability; (11) higher than expected claims under the Company’s insurance policies, or losses that are uninsurable or that exceed existing insurance coverage; (12) market and competitive changes, including pricing pressures, market demand and acceptance for new products, services and technologies; changes in currency exchange rates, interest rates, commodity and fuel costs and capital costs; (13) the Company's ability to negotiate, complete, and integrate strategic transactions and joint ventures with strategic partners; (14) the Company’s ability to effectively retain key management and employees, including due to unanticipated changes to demand for the Company’s services, disruptions associated with labor disputes, and increased operating costs associated with union organizations; (15) 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; (16) failure to effectively prevent, detect or recover from breaches in the Company's cybersecurity infrastructure; (17) changes in the worldwide business environment in which the Company operates, including changes in general economic and industry conditions and cyclical slowdowns impacting the steel and aluminum industries; (18) fluctuations in exchange rates between the U.S. dollar and other currencies in which the Company conducts business; (19) unforeseen business disruptions in one or more of the many countries in which the Company operates due to changes in economic conditions, changes in governmental laws and regulations, including environmental, occupational health and safety, tax and import tariff standards and amounts; political instability, civil disobedience, armed hostilities, public health issues or other calamities; (20) liability for and implementation of environmental remediation matters; 27 (21) product liability and warranty claims associated with the Company’s operations; (22) the Company’s ability to comply with financial covenants and obligations to financial counterparties; (23) the Company’s outstanding indebtedness and exposure to derivative financial instruments that may be impacted by, among other factors, changes in interest rates; (24) tax liabilities and changes in tax laws; (25) 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; and (26) risk and uncertainty associated with intangible assets; and the other risk factors listed from time to time in the Company's SEC reports.
Generally, the NPPC increases as the expected long-term rate of return on assets decreases. For 2024 and 2023, the global weighted-average expected long-term rate of return on asset assumption was 5.7% and 5.5%, respectively.
Generally, the NPPC increases as the expected long-term rate of return on assets decreases. For 2025 and 2024, the global weighted-average expected long-term rate of return on asset assumption was 5.1% and 5.7%, respectively.
Certain PP&E impairment charges are included in Property, plant and equipment impairment charge on the Consolidated Statements of Operations during the years ended December 31, 2024 and 2023.
The following PP&E impairment charges are included in Property, plant and equipment impairment charge on the Consolidated Statements of Operations during the years ended December 31, 2025, 2024 and 2023.
The Company also currently expects operational and business needs, in addition to repayment of its current debt maturities, to be met by cash provided by operations, supplemented with borrowings, principally under the Senior Secured Credit Facilities.
The Company also currently expects operational and business needs, in addition to repayment of its current debt maturities, to be met by cash provided by operations, supplemented with borrowings, principally under the Senior Secured Credit Facilities, and by cash proceeds from asset sales.
The discount rates for 2024 NPPC were 4.8% for the U.K. plan, 5.0% for the U.S. plans and 4.8% for the global weighted-average of plans. The expected long-term rate of return on plan assets is determined by evaluating the asset return expectations with the Company's advisors as well as actual, long-term, historical results of asset returns for the pension plans.
The discount rates for 2025 NPPC were 5.5% for the U.K. plan, 5.5% for the U.S. plans and 5.5% for the global weighted-average of plans. The expected long-term rate of return on plan assets is determined by evaluating the asset return expectations with the Company's advisors, as well as actual, long-term, historical results of asset returns for the pension plans.
A loss of $0.3 million was also recognized during 2024 due to the recognition of expense of previously recorded deferred financing costs related to the Company's Senior Secured Credit Facilities, as a result of an amendment to these facilities in September 2024.
A loss of $0.3 million was also recognized during 2024 due to the recognition of expense of previously recorded deferred financing costs from the Company's Senior Secured Credit Facilities, as a result of an amendment in 2024.
The following table shows the amount outstanding under the Revolving Credit Facility and available credit at December 31, 2024.
The following table shows the amount outstanding under the Revolving Credit Facility and available credit at December 31, 2025.
Railway track maintenance equipment revenue of approximately $48.5 million, $70.9 million and $49.6 million was recognized using the cost-to-cost method during the years ended December 31, 2024, 2023 and 2022, respectively. Rail continues to manufacture highly-engineered equipment under large long-term fixed-price contracts with Network Rail, Deutsche Bahn, and SBB.
Railway track maintenance equipment revenue of approximately $32.0 million, $48.5 million and $70.9 million was recognized using the cost-to-cost method during the years ended December 31, 2025, 2024 and 2023, respectively. Rail continues to manufacture highly-engineered equipment under large, long-term fixed-price contracts with Network Rail, Deutsche Bahn, and SBB.
During the years ended December 31, 2023 and 2022, the Company recognized $12.0 thousand and $1.7 million, respectively, of expenses related to amendments to the Senior Secured Credit Facilities included in the caption Facility fees and debt-related income (expense) on the Company's Consolidated Statements of Operations. No such fees were incurred during the year ended December 31, 2024.
During the years ended December 31, 2025 and 2023, the Company recognized expense of $0.8 million and $12 thousand, respectively, related to amendments to the Senior Secured Credit Facilities included in the caption Facility fees and debt-related income (expense) on the Company's Consolidated Statements of Operations. No such fees were incurred during the year ended December 31, 2024.
See Note 15, Financial Instruments in Part II, Item 8 Financial Statements and Supplementary Data, for additional information. • At December 31, 2024, in addition to the above contractual obligations, the Company had $3.1 million of potential long-term tax liabilities, including interest and penalties, related to uncertain tax positions.
See Note 15, Financial Instruments in Part II, Item 8 Financial Statements and Supplementary Data, for additional information. • At December 31, 2025, in addition to the above contractual obligations, the Company had $2.9 million of potential long-term tax liabilities, including interest and penalties, related to uncertain tax positions.
The primary driver of this change is the strengthening of the U.S. dollar against most currencies, inclusive of the impact of foreign currency translation of cumulative unrecognized actuarial losses on the Company's pension obligations.
The primary driver of this change was due to the strengthening of the U.S. dollar against most currencies, inclusive of the impact of foreign currency translation of cumulative unrecognized actuarial losses on the Company's pension obligations.
Long-lived Asset Impairment (Other than Goodwill) Long-lived assets (or asset groups) are reviewed for impairment when events and circumstances indicate that the book value of an asset (or asset group) may be impaired. See Note 1, Summary of Significant Accounting Policies for additional details.
Financial Statements and Supplementary Data, for additional information. 47 Long-lived Asset Impairment (Other than Goodwill) Long-lived assets (or asset groups) are reviewed for impairment when events and circumstances indicate that the book value of an asset (or asset group) may be impaired. See Note 1, Summary of Significant Accounting Policies for additional details.
The interest coverage ratio was set at 2.75x for the quarter ended December 31, 2024 and 2.50x for each quarter after. In September 2024, the Company amended its Senior Secured Credit Facilities to, among other things, extend the term of the Revolving Credit Facility to September 5, 2029 and adjust the limit to $625.0 million.
As a result of this amendment, the interest coverage ratio was set at 2.50x for each quarter after December 31, 2024. In September 2024, the Company amended its Senior Secured Credit Facilities to, among other things, extend the term of the Revolving Credit Facility to September 5, 2029 and adjust the limit to $625.0 million.
The Company monitors the creditworthiness of banks and, when appropriate, will adjust banking operations to reduce or eliminate exposure to less creditworthy banks. At December 31, 2024, the Company's cash and cash equivalents, including restricted cash, included $88.0 million held by non-U.S. subsidiaries.
The Company monitors the creditworthiness of banks and, when appropriate, will adjust banking operations to reduce or eliminate exposure to less creditworthy banks. At December 31, 2025, the Company's cash and cash equivalents, including restricted cash, included $101.7 million held by non-U.S. subsidiaries.
The Company's Goodwill balances included on the Consolidated Balance Sheets were $739.8 million and $781.0 million at December 31, 2024 and 2023, respectively. The Company performs its annual goodwill impairment test as of October 1. Critical Estimate — Goodwill In accordance with U.S.
The Company's Goodwill balances included on the Consolidated Balance Sheets were $758.7 million and $739.8 million at December 31, 2025 and 2024, respectively. The Company performs its annual goodwill impairment test as of October 1. Critical Estimate — Goodwill In accordance with U.S.
However, the Company’s estimates of compliance with these amended covenants could change in the future with a deterioration in economic conditions, higher than forecasted interest rate increases, the timing of working capital, including the collection of accounts receivables, an inability to successfully realize increased pricing and implement cost reduction initiatives, principally in CE, that mitigate the impacts of inflation and other factors may adversely impact its realized operating margins and cash flows.
However, the Company’s estimates of compliance with these amended covenants could change in the future with a deterioration in economic conditions, including softness in certain markets, changes in tariffs, higher than forecasted interest rate increases, the timing of working capital, including the collection of accounts receivables, an inability to successfully realize increased pricing and implement cost reduction initiatives as necessary to mitigate the impacts of inflation and other factors may adversely impact its realized operating margins and cash flows.
A summary of the major components of this caption for the periods presented is as follows: (In millions) 2024 2023 2022 Net cash provided (used) by: Change in income taxes $ (0.4) $ 4.8 $ (2.0) Change in prepaid expenses (6.3) (4.0) (5.8) Change in reserve for forward losses on contracts 3.7 20.2 15.1 Change in environmental liabilities 25.2 (0.8) (2.6) Other (a) (11.4) 8.8 (12.5) Total change in Other assets and liabilities $ 10.9 $ 29.0 $ (7.7) (a) Other relates primarily to other accruals that are individually not significant.
A summary of the major components of this caption for the periods presented is as follows: (In millions) 2025 2024 2023 Net cash provided (used) by: Change in income taxes $ 3.1 $ (0.3) $ 5.0 Change in prepaid expenses 3.7 (6.3) (8.1) Change in reserve for forward losses on contracts 2.3 5.3 18.5 Change in environmental liabilities (8.5) 25.2 (0.8) Change in accrued insurance 3.2 (1.3) (3.2) Other (a) 2.1 (10.1) 12.0 Total change in Other assets and liabilities $ 5.9 $ 12.7 $ 23.5 (a) Other relates primarily to other accruals that are individually not significant.
There was no such charge incurred during the year ended December 31, 2023. 31 See the Fair Value Estimates for Business Combinations and Goodwill and the Long-lived Asset Impairment (Other than Goodwill) paragraphs under Part II, Item 7. Management's Discussion and Analysis, Application of Critical Accounting Policies and Critical Accounting Estimates for further details.
There were no such charges during the years ended December 31, 2025 and 2023. See the Fair Value Estimates for Business Combinations and Goodwill and the Long-lived Asset Impairment (Other than Goodwill) paragraphs under Part II, Item 7. Management's Discussion and Analysis, Application of Critical Accounting Policies and Critical Accounting Estimates for further details.
The Company has previously recognized estimated forward loss provisions related to these contracts of $32.8 million and $44.5 million for the years ended December 31, 2023 and 2022, respectively.
The Company has previously recognized estimated forward loss provisions related to these contracts of $32.7 million and $32.8 million for the years ended December 31, 2024 and 2023, respectively.
At December 31, 2024, approximately 3.1% of the Company's cash and cash equivalents, including restricted cash, had regulatory restrictions that would preclude the transfer of funds with and among subsidiaries. Non-U.S. subsidiaries also held $25.8 million of cash and cash equivalents, including restricted cash, in consolidated strategic ventures.
At December 31, 2025, approximately 9.4% of the Company's cash and cash equivalents, including restricted cash, had regulatory restrictions that would preclude the transfer of funds with and among subsidiaries. Non-U.S. subsidiaries also held $31.8 million of cash and cash equivalents, including restricted cash, in consolidated strategic ventures.
Significant assumptions utilized in the DCF model include a WACC of 11.5%, an average annual revenue growth rate of 3.0% and average annual free cash flow growth rate of approximately 5.0%.
Significant assumptions utilized in the DCF model include a WACC of 10.5%, an average annual revenue growth rate of 2.0% and average annual free cash flow growth rate of approximately 1.0%.
Debt Covenants The Senior Secured Credit Facilities contains a consolidated Net Debt to Consolidated Adjusted EBITDA ratio covenant, which is not to exceed 4.75x at December 31, 2024, and a minimum consolidated adjusted EBITDA to consolidated interest charges ratio covenant, which is not to be less than 2.75x.
Debt Covenants The Senior Secured Credit Facilities contains a consolidated Net Debt to Consolidated Adjusted EBITDA ratio covenant, which is not to exceed 5.25x at December 31, 2025, and a minimum consolidated adjusted EBITDA to consolidated interest charges ratio covenant, which is not to be less than 2.50x.
See Note 10, Employee Benefit Pla n s in Part II, Item 8 Financial Statements and Supplementary Data for additional information. • Expected net cash payable of $6.9 million representing the fair value of the foreign currency exchange contracts outstanding at December 31, 2024. The foreign currency exchange contracts are recorded on the Consolidated Balance Sheets at fair value.
See Note 10, Employee Benefit Plans in Part II, Item 8 Financial Statements and Supplementary Data for additional information. • Expected net cash payable of $19.5 million representing the fair value of the foreign currency exchange contracts outstanding at December 31, 2025. The foreign currency exchange contracts are recorded on the Consolidated Balance Sheets at fair value.
The discount rates used in calculating the Company's projected benefit obligations at the December 31, 2024 measurement date for the U.K. and U.S. defined benefit pension plans was 5.5% for both plans. The global weighted-average discount rate was 5.5%.
The discount rates used in calculating the Company's projected benefit obligations at the December 31, 2025 measurement date for the U.K. and U.S. defined benefit pension plans were 5.5% and 5.2%, respectively, and the global weighted-average discount rate was 5.4%.
The Company undertakes no duty to update forward-looking statements except as may be required by law. 25 Executive Overview The Company is a market-leading, global provider of environmental solutions for industrial, retail and medical waste streams and innovative equipment and technology for the rail sector.
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. 28 Executive Overview The Company is a market-leading, global provider of environmental solutions for industrial, retail and medical waste streams and innovative equipment and technology for the rail sector.
During the year ended December 31, 2023, the Company recorded an impairment charge of $14.1 million related to abandoned equipment at a customer site of HE, located in China, in Property, plant and equipment impairment charge on the Consolidated Statements of Operations.
During the year ended December 31, 2023, the Company recorded an impairment charge of $14.1 million related to abandoned equipment at a customer site of HE, located in China.
The unrecognized tax benefits at December 31, 2024 and 2023 were $1.8 million and $2.1 million, respectively, excluding accrued interest and penalties. The unrecognized income tax benefit may decrease because of the lapse of statute of limitations or because of final settlement and resolution of outstanding tax matters in various state and international jurisdictions.
The unrecognized tax benefits at December 31, 2025 and 2024 were $5.8 million for both periods, excluding accrued interest and penalties. The unrecognized income tax benefit may decrease because of the lapse of statute of limitations or because of final settlement and resolution of outstanding tax matters in various state and international jurisdictions.
These changes were attributable to the following significant items: Changes in Total Revenues (In millions) 2024 vs. 2023 2023 vs. 2022 Net effect of price/volume changes in HE, primarily attributable to volume and service mix $ 68.5 $ 74.6 Net effect of price/volume changes in CE, primarily attributable to pricing changes 17.5 94.5 Net effect of price/volume changes in Rail, primarily attributable to volume and service mix 11.1 22.9 Net impact of new contracts and lost contracts in HE (19.0) 13.0 Impact from divestitures (48.8) — Changes from revenue adjustments as a result of certain estimated forward loss provisions in Rail (a) (17.3) 29.5 Impact of pricing settlement in CE (6.0) 6.0 Impact of foreign currency translation (29.4) (8.6) Other — 0.2 Total change in revenues $ (23.4) $ 232.0 (a) Includes principally Network Rail, Deutsche Bahn and SBB contracts.
These changes were attributable to the following significant items: Changes in Total Revenues (In millions) 2025 vs. 2024 2024 vs. 2023 Total revenues—2024 and 2023 $ 2,343.1 $ 2,366.2 Net effect of price/volume changes in HE, primarily attributable to volume and service mix 6.1 67.5 Net effect of price/volume changes in CE 33.6 18.9 Net effect of price/volume changes in Rail, primarily attributable to volume and service mix (67.2) 11.1 Net impact of new contracts and lost contracts in HE (41.9) (19.0) Impact from divestitures (59.9) (48.8) Changes from revenue adjustments as a result of certain estimated forward loss provisions in Rail (a) 19.7 (17.3) Impact of pricing settlement in CE — (6.0) Impact of foreign currency translation 7.6 (29.4) Other (0.7) — Total revenues— 2025 and 2024 $ 2,240.4 $ 2,343.1 (a) Principally includes Network Rail, Deutsche Bahn and SBB contracts.
At December 31, 2024, the Company has $211.1 million of outstanding purchase commitments, of which $131.5 million will be fulfilled in the next twelve months. • Operating lease liabilities which are included in our Consolidated Balance Sheets.
At December 31, 2025, the Company has $230.5 million of outstanding purchase commitments, of which $165.9 million will be fulfilled in the next twelve months. • Operating lease liabilities which are included in our Consolidated Balance Sheets.
These forward estimated loss provisions were due to several factors, such as material and labor cost inflation, supply chain delays to include the bankruptcy of a key vendor and increased engineering effort.
These forward estimated loss provisions were due to several factors, such as material and labor cost inflation, supply chain delays to include the bankruptcy of a key vendors and increased engineering effort and challenges encountered with homologation and commissioning of equipment.
The Company did not significantly change the methodology for calculating income tax expenses, deferred tax assets and liabilities and reserves for uncertain tax positions for the years presented. See Note 11, Income Taxes in Part II, Item 8. Financial Statements and Supplementary Data, for additional information.
In 2024, the quarterly estimates were based on the forecasted full year rate. The Company did not significantly change the methodology for calculating income tax expenses, deferred tax assets and liabilities and reserves for uncertain tax positions for the years presented. See Note 11, Income Taxes in Part II, Item 8. Financial Statements and Supplementary Data for additional information.
Assuming all other factors remain the same, a 100-basis point increase in the discount rate would reduce the estimated fair value to approximately 37% above the net book value and a 1% decrease in average annual free cash flow growth would reduce the estimated fair value to approximately 38% above the net book value.
Assuming all other factors remain the same, a 100-basis point increase in the discount rate would decrease the excess of estimated fair value over net book value to approximately 9.0% and a 1% decrease in the average annual free cash flow growth rate would decrease the excess of estimated fair value over the net book value to approximately 9.0%.
Valuation allowances of $192.7 million and $177.9 million at December 31, 2024 and 2023, respectively, related principally to deferred tax assets for pension liabilities, net operating losses ("NOLs"), disallowed interest expense and foreign currency translation that are uncertain as to realizability.
Valuation allowances of $210.3 million and $196.8 million at December 31, 2025 and 2024, respectively, related principally to deferred tax assets for pension liabilities, net operating losses ("NOLs"), disallowed interest expense and foreign currency translation that are uncertain as to realizability.
Cash Requirements The Company's expected future payments related to contractual obligations and commercial commitments at December 31, 2024 consist of: • Principal payments related to our short-term borrowings and long-term debt obligations that are included in our Consolidated Balance Sheets.
This did not repeat during the year ended December 31, 2025. 40 Cash Requirements The Company's expected future payments related to contractual obligations and commercial commitments at December 31, 2025 consist of: • Principal payments related to our short-term borrowings and long-term debt obligations that are included in our Consolidated Balance Sheets.
The year ended December 31, 2024 includes net repayments of $39.8 million of the Company's total debt, funded by the changes in cash flows from operating and investing activities noted above, compared to net borrowings of $44.5 million during the year ended December 31, 2023.
The year ended December 31, 2025 includes net borrowings of $98.3 million of the Company's total debt, used to fund the changes in cash flows from operating and investing activities noted above, compared to net repayments of $39.8 million during the year ended December 31, 2024.
Harsco Rail Segment: Significant Effects on Revenues (In millions) Revenues—2023 $ 296.8 Net effect of price/volume changes, primarily attributable to volume changes 11.1 Change in revenue adjustments as a result of certain estimated forward loss provisions (a) (17.3) Impact of foreign currency translation 0.7 Revenues—2024 $ 291.3 (a) Includes principally Network Rail, Deutsche Bahn and SBB contracts.
Harsco Rail Segment: Significant Effects on Revenues (In millions) Revenues—2024 $ 291.3 Net effect of price/volume changes, primarily attributable to volume changes (67.2) Change in revenue adjustments as a result of certain estimated forward loss provisions (a) 19.7 Impact of foreign currency translation 3.3 Revenues—2025 $ 247.1 (a) Principally as a result of the Deutsche Bahn, Network Rail and SBB contracts, as referenced in Note 17, Revenues in Part II, Item 8.
Due to the insignificant amount of pre-tax book loss relative to the size of permanent book-tax differences and a varying net income (loss) pattern projected for the year, the Company’s tax provision estimate was determined using an actual year-to-date method during the first three quarters of 2023. In 2024, the quarterly estimates were based on the forecasted full year rate.
Due to the insignificant amount of pre-tax book loss relative to the size of permanent book-tax differences and a varying net income (loss) pattern projected for the year, the Company’s tax provision estimate was determined using an actual year-to-date method during the first three quarters of 2023 and the second and third quarters of 2025.
At December 31, 2024, the Company was in compliance with these covenants, with a net leverage ratio of 4.07x and an interest coverage ratio of 3.05x. Based on balances and covenants in effect at December 31, 2024, the Company could increase Net Debt by $227.6 million and still be in compliance with these debt covenants.
At December 31, 2025, the Company was in compliance with these covenants, with a net leverage ratio of 4.93x and an interest coverage ratio of 2.79x. Based on balances and covenants in effect at December 31, 2025, the Company could increase Net Debt by $95.2 million and still be in compliance with these debt covenants.
This increase is primarily driven by higher professional fees of $7.1 million, mainly related to strategic initiatives from CE, due to the cost reduction initiatives discussed above within the Clean Earth Segment results, and Corporate, which include costs to support and execute the Company's long-term strategies, such as divestiture transactions, in addition to compensation costs of $3.9 million in CE and HE, offset by a $4.2 million decrease in the Company's provision for expected credit losses contributed by CE.
This increase is primarily driven by higher professional fees of $7.1 million, mainly related to strategic initiatives from CE, due to the cost reduction initiatives, and Corporate, which include costs to support the planned sale of CE, in addition to compensation costs of $3.9 million in CE and HE, offset by a $4.2 million decrease in the Company's provision for expected credit losses contributed by CE.
The Company and its designated subsidiaries continuously sell their trade receivables as they are originated to its SPE. The SPE transfers ownership and control of qualifying receivables to PNC, up to a maximum purchase commitment of $150.0 million.
The Company and its designated subsidiaries continuously sell their trade receivables as they are originated to its SPE. The SPE transfers ownership and control of qualifying receivables to PNC, up to a maximum purchase commitment of $160.0 million, which was increased from $150.0 million under the amended terms in February 2025.
Property, Plant and Equipment Impairment Charge During the year ended December 31, 2024, the Company recorded $23.4 million of impairment charges related to the PP&E located at HE sites in the United States and the Middle East.
During the year ended December 31, 2024, the Company recorded $23.4 million of impairment charges related to the PP&E located at HE sites in the United States and the Middle East. During the year ended December 31, 2023, the Company recorded a PP&E impairment charge of $14.1 million related to an HE customer site in China.
Total Other Comprehensive Income (Loss) Total other comprehensive loss was $0.5 million for the year ended December 31, 2024, compared with total other comprehensive income of $27.3 million for the year ended December 31, 2023 .
Total other comprehensive income was $3.4 million for the year ended December 31, 2024 , compared with a total other comprehensive income of $25.0 million during the year ended December 31, 2023.
See Note 1, Summary of Significant Accounting Policies and Note 7, Goodwill and Other Intangible Assets in Part II, Item 8. Financial Statements and Supplementary Data, for additional information.
See Note 1, Summary of Significant Accounting Policies and Note 7, Goodwill and Other Intangible Assets in Part II, Item 8.
At December 31, 2024, the Company recorded a $15.0 million valuation allowance increase related to disallowed interest expense, a $14.1 million valuation allowance increase related to current year losses in certain foreign jurisdictions where the Company determined that it is more likely than not that these assets will not be realized, partially offset by a valuation allowance decrease of $7.2 million from the effects of foreign currency translation adjustments and a $5.4 million valuation allowance decrease related to reduced pension liabilities in certain jurisdictions.
At December 31, 2025, the Company recorded a $16.0 million valuation allowance increase related to disallowed interest expense, a $6.3 million valuation allowance increase related to prior year losses in Brazil where the Company determined that it is more likely than not that these assets will not be realized, a $24.5 million valuation allowance increase related to current year losses in certain foreign and state jurisdictions where the Company determined that it is more likely than not that these assets will not be realized and a valuation allowance increase of $14.0 million from the effects of foreign currency translation adjustments, partially offset by a valuation allowance decrease of $37.4 million from audit adjustments and a $7.1 million valuation allowance decrease related to tax rate change in a certain foreign jurisdiction.
The Company's operations consist of three reportable segments: Harsco Environmental, Clean Earth and Harsco Rail. HE operates primarily under long-term contracts, providing critical environmental services and material processing to the global steel and metals industries, including zero-waste solutions for manufacturing byproducts within the metals industry.
HE operates primarily under long-term contracts, providing critical environmental services and material processing to the global steel and metals industries, including zero-waste solutions for manufacturing byproducts within the metals industry.
No additional proceeds were received during the year ended December 31, 2024. See Note 8, Debt and Credit Agreements in Part II, Item 8.
During the year ended December 31, 2025, the Company received proceeds of $10.0 million from the AR Facility. No additional proceeds were received during the year ended December 31, 2024. See Note 8, Debt and Credit Agreements in Part II, Item 8.
As a result of this amendment, the total Net Debt to Consolidated Adjusted EBITDA ratio covenant was set to 4.75x for the quarters ended December 31, 2024 and March 31, 2025, 5.00x for the quarters ended June 30, 2025 and September 30, 2025, and then decreases every six months by 0.25x until reaching 4.00x for the quarter ended June 30, 2027 and thereafter.
As a result of this amendment, the total Net Debt to Consolidated Adjusted EBITDA ratio covenant was set to 5.25x for the quarter ended December 31, 2025, 5.50x for the quarters ended March 31, 2026, June 30, 2026 and September 30, 2026, 5.00x for the quarter ended December 31, 2026 and 4.50x for the quarter ended March 31, 2027.
Financial Statements and Supplementary Data for details on these charges. • The divestitures of Performix and Reed unfavorably impacted operating income by $7.4 million during the year ended December 31, 2024. • The impact of foreign currency translation negatively impacted operating income by $7.2 million during the year ended December 31, 2024, when compared to 2023. • The year ended December 31, 2023 included a $8.1 million net gain related to a lease modification that resulted in a lease incentive for a site relocation in the United States, offset by relocation costs incurred, which did not recur during the year ended December 31, 2024. • Selling, general and administrative expenses ("SG&A") increased by $7.0 million during the year ended December 31, 2024, primarily driven by higher compensation costs and travel expenses, when compared to the year ended December 31, 2023. 28 Clean Earth Segment: Significant Effects on Revenues (In millions) Revenues—2023 $ 928.3 Net effects of price/volume changes, primarily attributable to pricing changes 17.5 Impact of pricing settlement (6.0) Revenues—2024 $ 939.8 The following factors contributed to the changes in operating income (loss) for the year ended December 31, 2024.
Financial Statements and Supplementary Data for details on these charges. • The divestitures of Performix and Reed unfavorably impacted operating income by $7.4 million during the year ended December 31, 2024. 33 • The impact of foreign currency translation negatively impacted operating income by $7.2 million during the year ended December 31, 2024, when compared to 2023. • The year ended December 31, 2023 included an $8.1 million net gain related to a lease modification that resulted in a lease incentive for a site relocation in the United States, offset by relocation costs incurred, which did not recur during the year ended December 31, 2024. • SG&A increased by $7.0 million during the year ended December 31, 2024, primarily driven by higher compensation costs and travel expenses, when compared to the year ended December 31, 2023.
As a result of this amendment, the total Net Debt to Consolidated Adjusted EBITDA ratio covenant was set to 4.75x for the quarter ended March 31, 2025, 5.00x for the quarters ended June 30, 2025 and September 30, 2025, and then decreases every six months by 0.25x until reaching 4.00x for the quarter ended June 30, 2027 and thereafter.
As a result of this amendment, the total Net Debt to Consolidated Adjusted EBITDA ratio covenant was set to 5.25x for the quarter ended December 31, 2025, 5.50x for the quarters ended March 31, 2026, June 30, 2026 and September 30, 2026, 5.00x for the quarter ended December 31, 2026 and 4.50x for the quarter ended March 31, 2027.
During the year ended December 31, 2023 , the Company recognized $10.8 million of net expense, which included higher fees related to the Company's AR Facility as a result of higher weighted average interest rates, compared to the year ended 2022.
During the year ended December 31, 2023, the Company recognized $10.8 million of net expense, which included fees related to the Company's AR Facility.
Commercial Commitments at December 31, 2024 Amount of Commercial Commitment Expiration Per Period (In millions) Total Less than 1 Year 1-3 Years 3-5 Years Over 5 Years Indefinite Expiration Performance bonds $ 213.1 $ 207.7 $ 1.0 $ 0.1 $ — $ 4.3 Standby letters of credit 75.5 68.8 6.4 0.3 — — Guarantees 163.2 29.3 40.1 93.3 — 0.5 Total commercial commitments $ 451.8 $ 305.8 $ 47.5 $ 93.7 $ — $ 4.8 In certain instances, commercial commitments may need to be extended past their expiration date based on the timing of delivery of customer orders or other factors.
Commercial Commitments at December 31, 2025 Amount of Commercial Commitment Expiration Per Period (In millions) Total Less than 1 Year 1-3 Years 3-5 Years Over 5 Years Indefinite Expiration Performance bonds $ 168.1 $ 154.0 $ 5.0 $ — $ — $ 9.1 Standby letters of credit 96.9 91.8 5.1 — — — Guarantees 184.0 0.2 6.7 176.5 — 0.6 Total commercial commitments $ 449.0 $ 246.0 $ 16.8 $ 176.5 $ — $ 9.7 In certain instances, commercial commitments may need to be extended past their expiration date based on the timing of delivery of customer orders or other factors.
The goodwill assigned to the Clean Earth reporting unit, which is defined as the Clean Earth Segment, is $379.3 million at December 31, 2024. The related DCF model for this reporting unit included several key assumptions related to certain price increases and expected cost and operational improvements.
The goodwill assigned to the Harsco Environmental reporting unit, which is defined as HE, is $379.4 million at December 31, 2025. The related DCF model for this reporting unit included several key assumptions related to certain price increases and expected operational improvement initiatives.
For the year ended December 31, 2023, the Company recorded an additional estimated forward loss provision for $7.3 million due to increased estimates for material, engineering and commissioning costs. The estimated forward loss provisions represent the Company's best estimate based on currently available information.
For the year ended December 31, 2024, the Company recorded an additional estimated forward loss provision for $2.2 million related principally to increased estimates for assembly, storage and commissioning costs for the remaining vehicles due to project delays. The estimated forward loss provisions represent the Company's best estimate based on currently available information.
The year ended December 31, 2024 also included dividend payments made to strategic venture partners in HE of $17.1 million.
The year ended December 31, 2025 also included a decrease in dividend payments made to strategic venture partners in HE of $13.7 million, when compared to the year ended December 31, 2024.
See Note 3, Discontinued Operations and Dispositions in Part II, Item 8. Financial Statements and Supplementary Data for further discussion. Other (Income) Expenses, Net The major components of this Consolidated Statements of Operations caption are detailed below. See Note 18, Other (Income) Expenses, Net , in Part II, Item 8, Financial Statements and Supplementary Data for additional information.
There were no sales of businesses during the years ended December 31, 2025 and 2023. See Note 3, Discontinued Operations and Dispositions in Part II, Item 8. Financial Statements and Supplementary Data for further discussion. 37 Other (Income) Expenses, Net The major components of this Consolidated Statements of Operations caption are detailed below.
Financial Statements and Supplementary Data for additional details on the Company's Senior Secured Credit Facilities and other long-term debt, in addition to Note 4, Accounts Receivable and Notes Receivable in Part II, Item 8 Financial Statements and Supplementary Data for additional details on the Company's AR Facility.
Financial Statements and Supplementary Data for additional details on the Company's Senior Secured Credit Facilities and other long-term debt, in addition to Note 4, Accounts Receivable and Notes Receivable in Part II, Item 8 Financial Statements and Supplementary Data for additional details on the Company's AR Facility. 43 Certainty of Cash Flows The majority of the Company's cash flows provided by operations has historically been generated in the second half of the year.
Consolidated Results (In millions, except per share information and percentages) 2024 2023 2022 Total revenues $2,342.6 $2,366.0 $2,134.0 Cost of services and products sold 1,902.6 1,916.1 1,795.9 Selling, general and administrative expenses 359.4 354.0 304.9 Research and development expenses 4.0 3.5 2.9 Goodwill and other intangible asset impairment charges 15.9 — 119.6 Property, plant and equipment impairment charge 23.4 14.1 — Remeasurement of long-lived assets 10.7 — — Gain on sale of businesses, net (10.5) — — Other (income) expenses, net 5.4 (1.6) 11.7 Operating income (loss) from continuing operations 31.7 79.9 (100.9) Interest income 6.8 6.8 3.8 Interest expense (112.2) (107.1) (76.8) Facility fees and debt-related income (expense) (11.3) (10.8) (3.0) Defined benefit pension income (expense) (16.7) (21.6) 8.9 Income (loss) from continuing operations before income taxes and equity income (101.7) (52.7) (167.9) Income tax benefit (expense) from continuing operations (17.1) (30.9) (4.9) Equity income (loss) of unconsolidated entities, net — (0.8) (0.2) Income (loss) from continuing operations (118.7) (84.3) (172.9) Income (loss) from discontinued businesses (5.3) (5.1) (5.4) Income tax benefit (expense) from discontinued businesses 1.4 1.3 1.9 Income (loss) from discontinued operations, net of tax (3.9) (3.8) (3.5) Net income (loss) (122.7) (88.1) (176.4) Other comprehensive income (loss): Foreign currency translation adjustments, net of deferred income taxes (46.4) 29.0 (82.3) Net gain (loss) on cash flow hedging instruments, net of deferred income taxes 4.2 (0.6) 3.2 Pension liability adjustments, net of deferred income taxes 41.7 (1.0) 67.5 Unrealized gain (loss) on marketable securities, net of deferred income taxes — — — Total other comprehensive income (loss) (0.5) 27.3 (11.6) Total comprehensive income (loss) (123.2) (60.8) (188.0) Diluted earnings (loss) per share from continuing operations attributable to Enviri Corporation common stockholders $(1.55) $(1.03) $(2.22) Effective income tax rate from continuing operations (16.8)% (58.6)% (2.9)% 30 Comparative Analysis of Consolidated Results Total Revenues Total revenues for 2024 decreased $23.4 million, or 1%, from 2023.
Consolidated Results (In millions, except per share information and percentages) 2025 2024 2023 Total revenues $2,240.4 $2,343.1 $2,366.2 Cost of services and products sold 1,813.3 1,904.1 1,908.7 Selling, general and administrative expenses 382.0 359.4 354.0 Research and development expenses 3.1 4.0 3.5 Goodwill and other intangible asset impairment charges — 15.9 — Property, plant and equipment impairment charge 7.8 23.4 14.1 Remeasurement of long-lived assets — 10.7 — Gain on sale of businesses, net — (10.5) — Other expense (income), net 30.0 5.4 (1.6) Operating income (loss) from continuing operations 4.2 30.7 87.5 Interest income 2.2 6.8 6.8 Interest expense (111.0) (112.2) (107.1) Facility fees and debt-related income (expense) (10.7) (11.3) (10.8) Defined benefit pension income (expense) (21.6) (17.6) (22.3) Income (loss) from continuing operations before income taxes and equity income (136.8) (103.6) (45.8) Income tax benefit (expense) from continuing operations (23.0) (16.8) (34.5) Equity in income (loss) of unconsolidated entities, net 0.2 — (0.8) Income (loss) from continuing operations (159.7) (120.4) (81.1) Income (loss) from discontinued businesses (5.5) (5.3) (5.1) Income tax benefit (expense) from discontinued businesses 1.4 1.4 1.3 Income (loss) from discontinued operations, net of tax (4.1) (3.9) (3.8) Net income (loss) (163.7) (124.3) (84.9) Other comprehensive income (loss): Foreign currency translation adjustments, net of deferred income taxes 32.0 (46.1) 28.1 Net gain (loss) on cash flow hedging instruments, net of deferred income taxes (3.8) 4.2 (0.6) Pension liability adjustments, net of deferred income taxes (3.5) 45.2 (2.5) Unrealized gain (loss) on marketable securities, net of deferred income taxes — — — Total other comprehensive income (loss) 24.8 3.4 25.0 Total comprehensive income (loss) (138.9) (121.0) (59.9) Diluted earnings (loss) per share from continuing operations attributable to Enviri Corporation common stockholders $(2.03) $(1.57) $(0.99) Effective income tax rate from continuing operations (16.8)% (16.3)% (75.3)% 35 Comparative Analysis of Consolidated Results Total Revenues Total revenues for the year ended December 31, 2025 decreased by $102.8 million, or 4.4%, from the year ended December 31, 2024.
Qualitative factors may include, but are not limited to, economic conditions, industry and market considerations, cost factors, overall financial performance of the reporting unit and other entity and reporting unit specific events.
Qualitative factors may include, but are not limited to, economic conditions, industry and market considerations, cost factors, overall financial performance of the reporting unit and other entity and reporting unit specific events. The Company has an unconditional option to bypass the qualitative assessment and proceed directly to performing the quantitative goodwill impairment test.
Defined Benefit Pension Income (Expense) Defined benefit pension expense decreased during the year ended December 31, 2024 by $4.9 million, or 23%, to $16.7 million, when compared to expense for the year ended December 31, 2023 .
Defined Benefit Pension Income (Expense) Defined benefit pension expense increased during the year ended December 31, 2025 by $4.0 million, or 22.9%, to $21.6 million, when compared to expense for the year ended December 31, 2024 .
The Company primarily uses a discounted cash flow model (“DCF model”) to estimate the current fair value of reporting units. The Company will apply the DCF model to the reporting units in its operating segments since the Company believes forecasted operating cash flows are the best indicator of current fair value.
The result of the DCF model is also informed by a market approach. The Company will apply the DCF model to the reporting units in its operating segments since the Company believes forecasted operating cash flows are the best indicator of current fair value.
The Company records deferred tax assets to the extent the Company believes these assets will more likely than not be realized. In making such determinations, the Company considers all available evidence, including future reversals of existing deferred tax liabilities, projected future taxable income, feasible and prudent tax planning strategies, and recent financial operating results.
In making such determinations, the Company considers all available evidence, including future reversals of existing deferred tax liabilities, projected future taxable income, feasible and prudent tax planning strategies, and recent financial operating results. If the Company determines that it will not be able to realize deferred income tax assets in the future, a valuation allowance is recorded.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

1 edited+0 added−0 removed1 unchanged
Biggest changeSee the Risk Factors captioned, "Exchange rate fluctuations may adversely impact the Company's business," "The Company is exposed to counterparty risk in its derivative financial arrangements" and "The Company's variable rate indebtedness subjects it to interest rate risk, which could cause the Company's debt service obligations to increase significantly" in Part I, Item 1A, Risk Factors, for quantitative and qualitative disclosures about market risk. 44
Biggest changeSee the Risk Factors captioned, "Exchange rate fluctuations may adversely impact the Company's business," "The Company is exposed to counterparty risk in its derivative financial arrangements" and "The Company's variable rate indebtedness subjects it to interest rate risk, which could cause the Company's debt service obligations to increase significantly" in Part I, Item 1A, Risk Factors, for quantitative and qualitative disclosures about market risk. 50

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