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What changed in ENVIRI Corp's 10-K — 2023 vs 2024

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Paragraph-level year-over-year comparison of ENVIRI Corp's 2023 and 2024 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 2024 report.

+347 added−306 removedSource: 10-K (2025-02-20) vs 10-K (2024-02-29)

Top changes in ENVIRI Corp's 2024 10-K

347 paragraphs added · 306 removed · 231 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

57 edited+43 added−16 removed31 unchanged
Biggest changeOur Belonging and Inclusion Council's goals include continuing to foster a workplace culture that is aligned with our Corporate Values, as defined above. • In 2023, the Company's Employee Resource Group, Enviri Women, whose mission is to promote the advancement of women across the Company through personal and professional development, mentorship, and empowerment, continued its efforts by undertaking a number of key initiatives to increase its connections with various communities, expanding its mentorship program and increasing visibility of female leaders by spotlighting their success stories, along with other various activities, in order to attract, retain and promote top talent.
Biggest changeIn 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.
Our larger peers within the soil and dredged materials market include GFL Environmental, Impact Environmental and Bayshore Recycling. 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.
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.
HE partners with its global customer base to deliver production-critical on-site operational support and resource recovery services, through management of our customers’ primary waste or byproduct streams. Our services support the metal manufacturing process, generating significant operational and financial efficiencies for our customers and allowing them to focus on their core steelmaking businesses.
HE partners with its global customer base to deliver production-critical operational support and resource recovery services, through management of our customers’ primary waste or byproduct streams. Our services support the metal manufacturing process, generating significant operational and financial efficiencies for our customers and allowing them to focus on their core steelmaking businesses.
LINES OF BUSINESS Hazardous Waste CE provides testing, tracking, processing, recycling, and disposal services for hazardous waste and it operates 18 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").
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").
In recent years, HE has extended its reach, signing new services contracts in bellwether emerging markets like India, and further strengthening our footprint in the Americas and Europe. As a result, our global portfolio is balanced and diversified, with foreign currency risk partially mitigated by the fact that our operating costs and revenues are regularly denominated in local currencies.
In recent years, HE has extended its reach, signing new services contracts in bellwether growth markets like India, and further strengthening our footprint in the Americas and Europe. As a result, our global portfolio is balanced and diversified, with foreign currency risk partially mitigated by the fact that our operating costs and revenues are regularly denominated in local currencies.
After treatment, these materials are also beneficially reused as fill material. In 2023, 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 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.
The solutions include soil remediation and recycling including thermal desorption, dredged material stabilization and beneficial reuse, hazardous and non-hazardous waste stabilization and solidification, fuel blending, management and recycling, battery and electronic waste recycling, and secure electronic data destruction. Additionally, CE holds a portfolio of approximately 600 process, treatment and operating permits, including the ones mentioned above.
The solutions include soil remediation and recycling including thermal desorption, dredged material stabilization and beneficial reuse, hazardous and non-hazardous waste stabilization and solidification, fuel blending, management and recycling, battery and electronic waste recycling, and secure electronic data destruction. Additionally, CE holds a portfolio of approximately 700 process, treatment and operating permits, including the ones mentioned above.
HE serves approximately 70 mill services customers at approximately 150 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 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.
We continue to pursue new services contracts in certain markets, particularly in emerging economies where out-sourcing opportunities are significant because of increased environmental awareness or where steel consumption (production) is set to grow. • Investment in Downstream Products .
We continue to pursue new services contracts in certain markets, particularly in growing economies where out-sourcing opportunities are significant because of increased environmental awareness or where steel consumption (production) is set to grow. • Investment in Downstream Products .
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 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.
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 2023, 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. 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 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 two reportable business segments: Harsco Environmental and Clean Earth.
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.
Our contract renewal rates are high, with many customer relationships that span decades. Our largest customers today include ArcelorMittal, Gerdau, Tata Steel Group, Taiyuan Iron & 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.
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.
CE currently operates 18 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 over 700 vehicles. It also holds a portfolio of approximately 600 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 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.
In 2023, this line of business represented approximately 83% of CE’s revenues. 4 Soil and Dredged Materials CE processes approximately 3.4 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.
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.
Our ecoproducts TM portfolio includes road and roofing materials, abrasives, agriculture products and aggregates. This expertise is important to our customers as environmental regulations increase and the marketplace grows more averse to landfilling waste. CUSTOMERS AND SERVICE CONTRACTS We offer our customers a suite of more than 30 services, and our on-site work is largely performed under long-term contracts.
Our ecoproducts TM portfolio includes road materials and agricultural products and aggregates. This expertise is important to our customers as environmental regulations increase and the marketplace grows more averse to landfilling waste. CUSTOMERS AND SERVICE CONTRACTS We offer our customers a suite of more than 30 services, and our on-site work is largely performed under long-term contracts.
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.
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.
CE had one customer in 2023, 2022 and 2021 that provided more than 10% of this segment's revenues.
CE had one customer in 2024, 2023 and 2022 that provided more than 10% of this segment's revenues.
The information posted on the Company’s website is not incorporated into the Company’s SEC filings. 8
The information posted on the Company’s website is not incorporated into the Company’s SEC filings. 10
We have worked in recent years to both transform our portfolio 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 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.
Under RCRA, each hazardous waste processing facility must maintain a RCRA permit and comply with defined operating practices. This legislation is administered by the EPA, although its authority may be delegated to a State EPA with similar or more stringent environmental standards.
Under RCRA, each hazardous waste processing facility must maintain a RCRA permit and comply with defined operating practices. This legislation is administered by the EPA, although its authority may be delegated to a State EPA with similar or more stringent environmental standards. In the U.S., the Company is also subject to air and water quality control legislation.
Our larger peers within the hazardous materials line of business include Clean Harbors, Republic Services, which acquired U.S. Ecology in 2022, Veolia and Covanta, which acquired Circon Holdings, Inc. in 2023 and also recently announced, through its parent company, EQT Infrastructure, its intent to acquire a major stake in Heritage Environmental Services in 2024.
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.
Item 1. Business. OUR COMPANY - OUR VISION Enviri Corporation is a market-leading, global provider of environmental solutions for industrial and specialty waste streams. Our two reportable business segments are Harsco Environmental and Clean Earth and we are a single-thesis environmental solutions company that is a leader in the markets we serve.
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.
Ecoproducts in 2023 represented approximately 14% 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.
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.
The Company is also subject to air and water quality control legislation in the U.S. and in foreign countries where the Company operates. 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.
Approximately 23% of these revenues are expected to be recognized by December 31, 2024; approximately 43% of these revenues are expected to be recognized between January 1, 2025 and December 31, 2027; approximately 19% of these revenues are expected to be recognized between January 1, 2028 and December 31, 2030; and the remaining revenues are expected to be recognized thereafter.
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.
Estimated future revenues are exclusive of anticipated contract renewals, projected volume increases and ad-hoc services, as well as future revenues from roofing granules, abrasives products, roadmaking materials, additives and specialty recovery technology services. LINES OF BUSINESS HE provides a broad range of services, most of which address our customers’ environmental challenges.
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.
The Company’s cash flow from operations has historically been higher in the second half of the year, compared with the first half, due to working capital management, receivable collections during the fourth quarter as a result of higher revenues in preceding quarters and the timing of certain cash payments in the first half of the year, including for incentive compensation and pension contributions. 6 ENVIRONMENTAL COMPLIANCE The Company is subject to various environmental regulations within its global operations, and the scope of relevant environmental regulation expanded following the Company’s acquisitions of Clean Earth and ESOL in 2019 and 2020, respectively.
The Company’s cash flow from operations has historically been higher in the second half of the year, compared with the first half, due to working capital management, receivable collections during the fourth quarter as a result of higher revenues in preceding quarters and the timing of certain cash payments in the first half of the year, including for incentive compensation.
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. 3 • 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. 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.
This report, published in October 2023, is our most comprehensive sustainability report to date and can be found on the Company’s website (www.enviri.com/sustainability) along with other related policies. Unless specifically stated herein, documents and information on the Company's website are not incorporated by reference into this document.
This report, published in July 2024, is our most comprehensive sustainability report to date and can be found on the Company’s website (www.enviri.com/sustainability) along with other related policies.
In addition, we continue to invest in our employees through technical training, professional development and skills upgrade throughout the year. CORPORATE INFORMATION The Company was incorporated in 1956. The Company’s global headquarters and executive offices are located at Two Logan Square, 100-120 North 18th Street, 17th Floor in Philadelphia, PA, and its main telephone number is 267-857-8715.
The Company’s global headquarters and executive offices are located at Two Logan Square, 100-120 North 18th Street, 17th Floor in Philadelphia, PA, and its main telephone number is 267-857-8715.
Materials Handling and Logistics We transport materials, including semi-finished and finished products, safely and efficiently for our customers. Our tracking technology also provides real-time analysis of material location, quantities and product quality. Meltshop and Furnace Services Meltshop and furnace services allow the molten metal production process to run smoothly and efficiently.
Improved scrap characteristics reduce electricity usage which, combined with the usage of recycled material, provides sustainability benefits to our customers. Materials Handling and Logistics We transport materials, including semi-finished and finished products, safely and efficiently for our customers. Our tracking technology also provides real-time analysis of material location, quantities and product quality.
These services include under-vessel cleaning and the removal of ladle slag (waste) and general melt shop debris. Ecoproducts ™ HE creates value-added downstream products from industrial waste-streams. Our experience in manufacturing these products and successfully penetrating relevant end-markets is an important differentiator for the Company. These zero-waste solutions preserve our natural resources and reduce or eliminate landfill disposal.
Our experience in manufacturing these products and successfully penetrating relevant end-markets is an important differentiator for the Company. These zero-waste solutions preserve our natural resources and reduce or eliminate landfill disposal.
Our BLACK BEAUTY ® and SURE/CUT™ abrasives are well-recognized within the industry and are used as blast material to remove paint, rust, and other coatings from surfaces, prior to applying a new finish. • 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. • Agriculture and Turf Products - We produce soil conditioners and fertilizers, principally from stainless steel slag that optimize crop yields and turf performance.
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. 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.
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.
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.
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.
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 and employee assistance programs. 7 Belonging Program In 2023, as part of the Company's rebranding initiatives with the Company's corporate name change to Enviri Corporation, we also implemented our Belonging Program globally, which demonstrates our organization-wide commitment to fostering a diverse, collaborative and inclusive workplace.
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.
HE was founded upon market insights, grounded in respect for the environment, efficient use of resources, and optimism for the future. 1 Today, HE is a premier, global provider of environmental services and material processing to the global steel and metals industries.
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.
In total, these services reduce both landfill waste and the carbon footprint of our customers’ sites. In 2023, on-site services represented approximately 83% 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.
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.
The purchases of Clean Earth and ESOL, along with the sale of our energy-linked business in 2019 and our plan to sell our Rail business, have been significant strategic steps for our Company. As a result, 100% of our revenues from continuing operations in 2021 through 2023 were generated from our two environmentally-focused segments.
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.
The timing of these impacts varies by region, however, overall customer demand for HE across its global footprint tend to be strongest in the second quarter and third quarter of each year. CE, meanwhile, provides services that can also fluctuate seasonally with weather, construction activity, industrial production, retail spending and municipal waste collection programs.
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.
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 focus areas include: • Innovative Solutions .
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.
HE had one customer in each of the past three years that provided more than 10% of this segment's revenues, again under many long-term contracts at multiple sites. On December 31, 2023, the Company's service contracts had estimated future revenues of $3.1 billion at current production levels, which is consistent with 2022 after excluding the impacts of foreign currency translation.
HE had one customer in each of the past three years that provided more than 10% of this segment's revenues, again under many long-term contracts at multiple sites.
Finally, the residual non-metallic processed material is transformed into environmental products that create new and additional revenue streams. 2 Scrap Management We manage customer scrap inventories and upgrade scrap by making it cleaner and denser. Improved scrap characteristics reduce electricity usage which, combined with the usage of recycled material, provides sustainability benefits to our customers.
We then recover valuable metal from the waste-stream, which is returned to our customer in a form suitable for recycling through the customers’ manufacturing process. Finally, the residual non-metallic processed material is transformed into environmental products that create new and additional revenue streams. Scrap Management We manage customer scrap inventories and upgrade scrap by making it cleaner and denser.
In an effort to advance the Company's commitment to these values, the following initiatives were taken: • Our global Belonging and Inclusion Council, co-chaired by our CEO and Senior Vice President & Chief Human Resources Officer, expanded to include 16 cross-functional leaders from each of our business units.
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.
It also is important to note that these transactions have reduced the Company’s portfolio complexity and business cyclicality. 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.
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.
The elements of our EBS are: Safety, Continuous Improvement and Talent Development. ACQUISITIONS AND DIVESTITURES Given the Company’s evolution to a single-thesis environmental solutions company, acquisitions and divestitures have been an important element of our business strategy. These actions support the Company’s growth ambitions, while reducing business cyclicality and portfolio complexity.
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.
As a result, demand for CE services tends to be weakest in the first and fourth quarters of each year. 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. 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.
HUMAN CAPITAL RESOURCES As of December 31, 2023, we had almost 13,000 employees, excluding contingent workers, in over 30 countries. 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.
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.
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. There is intrinsic value in a common language, and a defined business system does away, in large part, with ambiguity about what constitutes success.
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.
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.
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.
To attract and retain talent, we strive to create a diverse, inclusive and supportive workplace while providing opportunities for our employees to grow and develop in their careers. Core Values Across cultures, time zones and organizational lines, our values are the link that connects us all.
Core Values Across cultures, time zones and organizational lines, our values are the link that connects us all.
GROWTH STRATEGY We have identified attractive opportunities that meet our return thresholds to expand our service portfolio, and our pipeline of opportunities remains significant. Additionally, we have initiated efforts to expand our downstream products business and plan to continue investing in innovation to support our business sustainability.
Cement made with slag aggregate can achieve permeabilities and other attributes that compare favorably to concrete made with conventional aggregates. GROWTH STRATEGY We have identified attractive opportunities that meet our return thresholds to expand our service portfolio, and our pipeline of opportunities remains significant.
Similarly, the Clean Air Act in the U.S. controls emissions of pollutants into the air and requires permits for certain emissions. The Company regards compliance with all applicable environmental regulations as critical to its business.
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 acquisition of ESOL furthered our transformation into a market-leading, single-thesis environmental solutions platform with its combination with Clean Earth. SEASONALITY The Company's businesses can be subject to seasonal fluctuations. Demand for services and solutions provided by HE are subject to seasonal changes related to weather conditions, inventory management through the steel-industry supply chain, and customer operating outages.
Demand for services and solutions provided by HE is subject to seasonal changes related to weather conditions, inventory management through the steel-industry supply chain, and customer operating outages. The timing of these impacts varies by region, however, overall customer demand for HE across its global footprint tend to be strongest in the second quarter and third quarter of each year.
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.
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.
Until the fourth quarter of 2021, the Company reported the Harsco Rail segment. The Company previously announced its plan to sell the Rail business and the sale process is ongoing. Historical results for Rail are accounted for as discontinued operations.
During the fourth quarter of 2021, the Company announced its intention to sell the Rail business, which resulted in the classification of Rail's assets and liabilities as held for sale and its operating results reported in discontinued operations in the Company's Consolidated Financial Statements on Form 10-K for the fiscal years ended December 31, 2023, 2022 and 2021.
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These contract values provide the Company with a substantial base of anticipated long-term revenues.
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During November 2021 through February 2024, the Company classified the results of Rail as discontinued operations.
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We capture liquid steel waste or byproduct (slag) and transport it for cooling, treatment and conditioning. We then recover valuable metal from the waste-stream, which is returned to our customer in a form suitable for recycling through the customers’ manufacturing process.
Added
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.
Removed
This aggregate is often used as unbound road base material for secondary roads and sub-base material elsewhere. • Abrasives and Roofing Materials - Our Reed Minerals business is among the largest roofing granule suppliers in the U.S., partnering with the country's leading shingle manufacturers. Nearly 100 years ago, we pioneered a process of recycling coal combustion waste from power plants.
Added
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.
Removed
Through the Company's proprietary process, we create premium quality roofing granules that are a critical raw material in asphalt roofing shingles. Reed is also one of the largest U.S. manufacturers of abrasives, using coal, as well as copper and nickel slag, and crushed glass, for the surface preparation market.
Added
Meltshop and Furnace Services Meltshop and furnace services allow the molten metal production process to run smoothly and efficiently. These services include under-vessel cleaning and the removal of ladle slag (waste) and general melt shop debris. Ecoproducts ™ HE creates value-added downstream products from industrial waste-streams.
Removed
Cement made with slag aggregate can achieve permeabilities and other attributes that compare favorably to concrete made with conventional aggregates. Altek Group Altek is a UK-based manufacturer of market-leading products that enable aluminum producers and recyclers to manage and extract value from critical waste streams, reduce waste generation, and improve operating productivity.
Added
HARSCO RAIL BUSINESS OVERVIEW Rail is recognized for technical leadership and our experience in all aspects of railway track maintenance. We enable railroads to operate at peak efficiency over smooth, precisely aligned track, which improves safety performance and reduces fuel consumption.
Removed
The cost-efficient recovery of metal and other valuable materials is increasingly important to the aluminum industry. Altek’s products and technologies address this challenge, and its AluSalt ® innovation offers customers an innovative technology that converts salt slag waste into valuable products, addressing one of the largest environmental concerns within the aluminum market.
Added
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.
Removed
We help our customers solve their most pressing sustainability challenges by providing services and products that meet their environmental and business objectives. We deliver solutions for treating, recycling and repurposing materials across a wide range of customers, industries, and industrial by-products and specialty and hazardous wastes, including steel, aluminum, soils, water, electronics, fuel, batteries and more. • Thriving Environment .
Added
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.
Removed
We strive to reduce or eliminate our global environmental impacts by providing the highest-quality environmental management in our operations and improving our environmental footprint through continuous improvement efforts. Our Corporate Environmental Policy outlines our environmental stewardship commitments. We also expect all third parties that do business with the Company to share our environmental standards. 5 • Safe Workplaces .
Added
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.
Removed
Safety is of paramount importance in everything we do - our goal, each and every day, is that our people return home unharmed. We have built a best-in-class safety culture, and our cross-divisional Executive Safety Committee is responsible for implementing best practices with a goal of eliminating all incidents within our business activities. • Inspired People .
Added
Equipment is often sold through long lead-time purchase orders and, historically, under large, multi-year supply contracts, while after-market parts and safety diagnostics technology sales have shorter-cycle characteristics. 5 RAIL EQUIPMENT Manufacturing high-quality, cutting-edge technology equipment is core to Rail. These products are developed through an active research and development effort, often in conjunction with our customers.
Removed
We invest in the career development of our employees, knowing that diversity of perspective, backgrounds and talents strengthens our business. We are also committed to building strong, sustainable communities where we live and work. • Excellence in Corporate Governance .
Added
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.
Removed
Excellence in corporate governance is fundamental to how we manage and operate the Company, from our everyday business to ESG issues. Our Code of Conduct and our Core Values lie at the center of all we do.
Added
As a market leader in North America with presence internationally as well, new technologies are continually integrated to support the railroad's need for improved scheduling, high equipment utilization, equipment ease-of-use and digitization. Rail Treatment Equipment Rail’s suite of grinding products extends the life of track and enhance customer performance.
Removed
Through these policies and guidelines, we have equipped every employee with the tools, training, and guidance to always do the right things, the right way. Oversight of our ESG practices is provided by the Governance Committee of the Company’s Board. Further details on our ESG initiatives and accomplishments can be found in our latest ESG Report.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

34 edited+9 added−10 removed115 unchanged
Biggest changeIf 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.
Biggest changeCustomer 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.
Also, it may be liable if it generates, transports or arranges for the transportation, disposal or treatment of hazardous substances that cause environmental contamination at facilities operated by others, or if a predecessor generated, transported, or made such arrangements and the Company is a successor.
Also, it may be liable if it generates, transports or arranges for the transportation, disposal or treatment of hazardous substances that cause environmental contamination at facilities operated by others, or if a predecessor company generated, transported, or made such arrangements and the Company is a successor.
If the Company is found to be liable in any of these actions and the liability exceeds the Company's insurance coverage, results of operations, cash flows and financial condition could be adversely affected.
If the Company is found to be liable in any of these actions and the liability exceeds the Company's insurance coverage, the Company's results of operations, cash flows and financial condition could be adversely affected.
Each of these matters is subject to various uncertainties, and 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; • the allocation of cost among potentially responsible parties; • the years of remedial activity required; and • the remediation methods selected.
The Company could also face competition in some countries where the Company has not protected its intellectual property portfolio. The Company may be unable to secure or retain ownership or rights to use data in certain software analytics or services offerings.
The Company could also face competition in some countries where the Company has not adequately protected its intellectual property portfolio. The Company may be unable to secure or retain ownership or rights to use data in certain software analytics or services offerings.
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. 11 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. 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 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. 13 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 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.
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. 12 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. 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.
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. 17 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. 19 The Company is exposed to counterparty risk in its derivative financial arrangements.
If applicable laws and governmental standards become more stringent, the Company’s results of operations, liquidity and financial condition could be materially adversely affected. 16 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.
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.
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. 18
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
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 42% of its revenues outside of the U.S. (based on location of the facility generating the revenue) for the year ended December 31, 2023.
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.
In addition, as of December 31, 2023, approximately 54% 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.
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.
At debt levels as of December 31, 2023, a one percentage point increase in variable interest rates would increase interest expense by $9.2 million per year and a one percentage point decrease in variable interest rates would decrease interest expense by $9.2 million.
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.
The unsecured contracts for foreign currency exchange forward contracts outstanding at December 31, 2023 mature at various times through 2025 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, 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.
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.
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.
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. 10 • Like HE, CE 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. 12 • Like HE, CE's business is sustained primarily through contract renewals and new contract signings.
Compared with the corresponding full-year period in 2022, the average value of major currencies changed as follows in relation to the U.S. dollar during the full-year 2023, impacting the Company's revenues and income: • British pound sterling strengthened by 1%; • Euro strengthened by 3%; • Chinese yuan weakened by 5%; and • Brazilian real strengthened by 3% Compared with exchange rates at December 31, 2022, the value of major currencies at December 31, 2023 changed as follows: • British pound sterling strengthened by 5%; • Euro strengthened by 3%; • Chinese yuan weakened by 3%; and • Brazilian real strengthened by 9% 14 To illustrate the effect of foreign exchange rate changes in certain key markets of the Company, in 2023 revenues would have been less than 1% or $8 million higher and operating income would have been 2% or $3 million higher if the average exchange rates for 2022 were utilized.
Compared 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.
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 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.
For the year ended December 31, 2023, the Company’s top five customers in CE accounted for approximately 28% of the revenues in that Segment and 12% 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, 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.
Examples are: • HE may be adversely impacted by prolonged slowdowns in steel mill production, excess production capacity, bankruptcy or receivership of steel producers and changes in outsourcing practices; • The resource recovery and slag optimization technologies business of HE can also be adversely impacted by prolonged slowdowns in customer production or a reduction in the selling prices of its materials, which are in some cases market-based and vary based upon the current fair value of the components being sold.
Examples are: • A significant portion of HE's business consist of providing products and services in support of customers in the steel and aluminum industries that are periodically impacted by cyclical downturns, prolonged slowdowns in steel mill production, excess production capacity, bankruptcy or receivership of steel producers and changes in outsourcing practices; • The resource recovery and slag optimization technologies business of HE can also be adversely impacted by prolonged slowdowns in customer production or a reduction in the selling prices of its materials, which are in some cases market-based and vary based upon the current fair value of the components being sold.
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; 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; • 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.
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.
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.
In a similar comparison for 2022, revenues would have been approximately 4% or $70 million higher and operating income would have been 9% or $5 million higher if the average exchange rates for 2021 were utilized.
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.
For the year ended December 31, 2023, the Company’s top five customers in HE accounted for approximately 31% of revenues in that Segment and 17% of the Company’s consolidated revenues.
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.
The Company's total debt at December 31, 2023 was $1.4 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 7.2%.
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%.
Fluctuations in foreign exchange rates between the U.S. dollar and the approximately 25 other currencies in which the Company currently conducts business may adversely impact the Company's results of operations in any given fiscal period. The Company’s principal foreign currency exposures are in the Euro, the British pound sterling, the Chinese yuan and the Brazilian real.
Fluctuations in foreign exchange rates between the U.S. dollar and the approximately 25 other currencies in which the Company currently conducts business may adversely impact the Company's results of operations in any given fiscal period.
If requirements to comply with laws and regulations governing management of contaminated soils, dredge material, and hazardous wastes were relaxed or less vigorously enforced at the federal, state and local levels, demand for CE’s services could materially decrease and the Company's revenues and earnings could be reduced. 9 If the Company is unable to obtain, renew, or maintain compliance with its operating permits or license agreements with regulatory bodies, its business would be adversely affected.
If requirements to comply with laws and regulations governing management of contaminated soils, dredge material, and hazardous wastes were relaxed or less vigorously enforced at the federal, state and local levels, demand for CE’s services could materially decrease and the Company's revenues and earnings could be reduced.
Finally, both HE and CE have several large customers and, if a large customer were to experience financial difficulty or file for bankruptcy or receivership protection, it could adversely impact the Company's results of operations, cash flows and asset valuations. The Company may lose customers or be required to maintain or reduce prices as a result of competition.
Finally, both HE and CE have several large customers and, if a large customer were to experience financial difficulty or file for bankruptcy or receivership protection, it could adversely impact the Company's results of operations, cash flows and asset valuations. We may continue to experience losses associated with Rail’s long-term fixed-price contracts.
The industries in which the Company operates are highly competitive. Some examples are as follows: • HE is sustained mainly through contract renewals and new contract signings. The Company may be unable to renew contracts at historical price levels or to obtain additional contracts at historical rates as a result of competition.
The Company may lose customers or be required to maintain or reduce prices as a result of competition. The industries in which the Company operates are highly competitive. Some examples are as follows: • HE's business is sustained mainly through contract renewals and new contract signings.
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.
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 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.
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 Company may be held liable for damage caused by conditions that existed before it acquired the assets, business or operations involved.
The regulatory framework governing CE's business is extensive. The Company could be held liable if its operations cause contamination of air, groundwater or soil or expose its employees or the public to contamination. The Company may be held liable for damage caused by conditions that existed before it acquired the assets, business or operations involved.
The Company's facilities operate using permits and licenses issued by various regulatory bodies at various local, state and federal government levels.
If the Company is unable to obtain, renew, or maintain compliance with its operating permits or license agreements with regulatory bodies, its business would be adversely affected. The Company's facilities operate using permits and licenses issued by various regulatory bodies at various local, state and federal government levels.
Removed
STRATEGIC AND OPERATIONAL RISKS We may be unable to complete a transaction to divest Rail on favorable terms or at all and our pursuit of a divestiture could adversely affect our businesses, results of operations and financial condition. Our intention to divest the Rail business was first announced in the fourth quarter of 2021.
Added
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.
Removed
Our announcement and our conducting of a divestiture process for Rail exposes us to various risks and uncertainties, including changes in economic conditions, the risk that we may be unsuccessful in identifying an acquirer for Rail, the risk may be that we may be, unable to enter into an agreement for a transaction and the risk that agreement that we may enter into may not be on favorable terms and/or may not be completed due to regulatory or other factors.
Added
Rail manufactures highly-engineered equipment under large long-term fixed-price contracts with several customers at prices that reflect our estimates of corresponding costs and schedules. Inaccuracies in these estimates may lead to cost overruns that may not be paid by our customers.
Removed
Although we currently intend to divest the Rail business, we cannot provide any assurance on the timing or terms of any potential divestiture, or if a divestiture will occur.
Added
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.
Removed
Moreover, the announcement and conduct of the divestiture process could cause disruptions in, and create uncertainty surrounding, Rail, including affecting Rail’s relationships with its existing and future customers, suppliers and employees, which could have an adverse effect on the Rail division’s operations and financial condition, potentially making it more difficult to successfully complete a transaction on favorable terms.
Added
These forward estimated loss provisions were due to several factors, such as material and labor cost inflation, supply chain delays due to the bankruptcy of a key European-based vendor, increased engineering effort, and increased engineering and commissioning costs.
Removed
If we are unable to complete a divestiture of Rail or we complete a transaction on unfavorable terms, we may suffer negative publicity, Rail and other businesses may suffer, our results of operations, financial condition or cash flows may be adversely affected and the market value of our shares may fall.
Added
The Company may continue to experience challenges in the future, and it is possible that our overall estimate of liquidated damages, penalties and costs to complete these contracts may change, which could result in additional estimated forward loss provisions that could be material.
Removed
In addition, the divestiture process may require commitments of significant time and resources on the part of management.
Added
Factors that could result in contract cost overruns, project delays or other problems may include the impact of inflation on fixed-price contracts, delays in the scheduled deliveries of machinery and equipment, unanticipated technical problems, including design or engineering issues, unforeseen increases in the costs of labor, warranties, raw materials, components or equipment, or our failure or inability to obtain resources when needed, delays or productivity issues caused by weather conditions, modifications to projects that create unanticipated costs or delays, and other unforeseen factors outside of our control.
Removed
As a result, the divestiture process may divert management’s attention from overseeing and exploring opportunities that may be beneficial to our other businesses and operations and, as such, adversely affect our other businesses and operations and harm our results of operations, financial condition or cash flows and the market value of our shares.
Added
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 .
Removed
If the Clean Earth Segment fails to comply with applicable environmental laws and regulations, its business could be adversely affected. The regulatory framework governing CE's business is extensive. The Company could be held liable if its operations cause contamination of air, groundwater or soil or expose its employees or the public to contamination.
Added
The Company may be unable to renew contracts at historical price levels or to obtain additional contracts at historical rates as a result of competition.
Removed
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
The Company’s principal foreign currency exposures are in the Euro, the British pound sterling, the Chinese yuan and the Brazilian real, as well as the Egyptian pound, the Turkish lira and Argentinian peso as a result of transactions that are settled in these currencies.
Removed
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. 15 Due to the international nature of the Company's business, the Company could be adversely affected by violations of certain laws. The U.S.

Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

1 edited+0 added−0 removed18 unchanged
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. 19 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. 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.

Item 2. Properties

Properties — owned and leased real estate

5 edited+1 added−0 removed1 unchanged
Biggest changeHazardous Waste Processing 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. The above table includes the principal properties owned or leased by the Company.
Biggest changeHazardous 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 Leased Kansas City, Missouri, U.S. Hazardous Waste Processing Owned Fernley, Nevada, U.S. Hazardous Waste Processing Owned Hatfield, Pennsylvania, U.S. Hazardous Waste Processing Owned Providence, Rhode Island, U.S. Hazardous Waste Processing Owned Avalon, Texas, U.S. Hazardous Waste Processing Owned Houston, Texas, U.S. Hazardous Waste Processing Owned Kent, Washington, U.S. Hazardous Waste Processing Owned Tacoma, Washington, U.S.
Hazardous Waste Processing Owned Indianapolis, Indiana, U.S. Hazardous Waste Processing Leased Kansas City, Missouri, U.S. Hazardous Waste Processing Owned Fernley, Nevada, U.S. Hazardous Waste Processing Owned Hatfield, Pennsylvania, U.S. Hazardous Waste Processing Owned Providence, Rhode Island, U.S. Hazardous Waste Processing Owned Avalon, Texas, U.S. Hazardous Waste Processing Owned Houston, Texas, U.S. Hazardous Waste Processing Owned Kent, Washington, U.S.
Hazardous Waste Processing Owned/Leased New Castle, Delaware, U.S. Soil and Dredged Materials Processing Leased Upper Marlboro, Maryland, U.S. Soil and Dredged Materials Processing Owned Calvert City, Kentucky, U.S. Hazardous Waste Processing Owned Detroit, Michigan, U.S. Hazardous Waste Processing Owned Birmingham, Alabama, U. S. Hazardous Waste Processing Owned Inglewood, California, U.S. Hazardous Waste Processing Owned Indianapolis, Indiana, U.S.
Soil and Dredged Materials Processing Leased Kearny, New Jersey, U.S. Hazardous Waste Processing Leased New Castle, Delaware, U.S. Soil and Dredged Materials Processing Leased Upper Marlboro, Maryland, U.S. Soil and Dredged Materials Processing Owned Calvert City, Kentucky, U.S. Hazardous Waste Processing Owned Detroit, Michigan, U.S. Hazardous Waste Processing Owned Birmingham, Alabama, U. S. Hazardous Waste Processing Owned Inglewood, California, U.S.
Location Principal Products/Services Interest Harsco Environmental Segment Taiyuan City, China Environmental Services Leased Rotherham, U.K. Environmental Services Owned Drakesboro, Kentucky, U.S. Ecoproducts - Roofing Granules/Abrasives Owned Sarver, Pennsylvania, U.S. Environmental Services Owned Chesterfield, U.K. Aluminum Dross and Scrap Processing Systems Owned Clean Earth Segment Carteret, New Jersey, U.S. Soil and Dredged Materials Processing Leased Kearny, New Jersey, U.S.
Location Principal Products/Services Interest Harsco Environmental Segment Taiyuan City, China Environmental Services Leased Rotherham, U.K. Environmental Services Owned Sarver, Pennsylvania, U.S. Environmental Services Owned Chesterfield, U.K. Aluminum Dross and Scrap Processing Systems Owned Clean Earth Segment Carteret, New Jersey, U.S. Soil and Dredged Materials Processing Leased Jersey City, New Jersey, U.S.
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.
The 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.
Added
Legal Proceedings. Information regarding legal proceedings is included in Note 12, Commitments and Contingencies, in Part II, Item 8, "Financial Statements and Supplementary Data." Item 4. Mine Safety Disclosures. Not applicable. PART II

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

5 edited+2 added−1 removed0 unchanged
Biggest changeFor additional information regarding the Company's equity compensation plans see Note 14, Stock-Based Compensation, in Part II, Item 8, "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 12/31/2018 in stock or index, including reinvestment of dividends.
Biggest changeFinancial 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.
Diversified Industrials Index. The graph assumes that $100 was invested on December 31, 2018 in our common stock and in the shares represented by each of the indices. Item 6. [Reserved].
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 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, 2023, there were 79,834,835 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, 2024, there were 80,197,777 shares outstanding.
All rights reserved. 21 December 2018 December 2019 December 2020 December 2021 December 2022 December 2023 Enviri Corporation 100.00 115.86 90.53 84.14 31.67 45.32 Russell 2000 100.00 125.52 150.58 172.90 137.56 160.85 Dow Jones US Diversified Industrials 100.00 126.90 142.68 156.94 144.17 187.16 The above graph compares the cumulative total return on Enviri’s common stock over the five-year period ended December 31, 2023 with the cumulative total return for the same period on the Russell 2000 Index and Dow Jones U.S.
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.
In 2023, the Company's common stock traded in a range of $5.64 to $10.01 per share and closed at $9.00 per share at year-end. At December 31, 2023, there were approximately 1,270 stockholders of record.
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.
Removed
Fiscal year ending December 31. Copyright© 2024 S&P Dow Jones Indices LLC, a division of S&P Global. All rights reserved. Copyright© 2024 Russell Investment Group.
Added
All rights reserved. Copyright© 2025 Russell Investment Group.
Added
Dividend 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].

Item 7. Management's Discussion & Analysis

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

128 edited+61 added−48 removed59 unchanged
Biggest changeCorporate Costs: In addition to the factors highlighted above that positively affected or negatively impacted segment operating income, the Company's Corporate function was negatively impacted by $9.5 million of higher compensation expense, primarily for incentive compensation, during the twelve months ended December 31, 2023 when compared with the twelve months ended December 31, 2022. 25 Consolidated Results (In millions, except per share information and percentages) 2023 2022 2021 Revenues $ 2,069.2 $ 1,889.1 $ 1,848.4 Cost of sales 1,633.7 1,553.3 1,490.6 Selling, general and administrative expenses 312.4 268.1 272.2 Research and development expenses 1.3 0.7 1.0 Goodwill and other intangible asset impairment charges — 119.6 — Property, plant and equipment impairment charge 14.1 — — Other (income) expenses, net (3.2) 4.7 (3.7) Operating income (loss) from continuing operations 111.0 (57.3) 88.4 Interest income 6.7 3.6 2.2 Interest expense (103.9) (75.2) (63.2) Facility fees and debt-related income (expense) (10.8) (3.0) (5.5) Defined benefit pension income (expense) (21.6) 8.9 15.6 Income (loss) from continuing operations before income taxes and equity income (18.6) (123.0) 37.5 Income tax benefit (expense) from continuing operations (28.2) (10.4) (9.1) Equity income (loss) of unconsolidated entities, net (0.8) (0.2) (0.3) Income (loss) from continuing operations (47.5) (133.5) 28.1 Income (loss) from discontinued businesses (39.3) (50.3) (25.9) Income tax benefit (expense) from discontinued businesses (1.4) 7.4 0.5 Income (loss) from discontinued operations, net of tax (40.6) (42.9) (25.4) Net income (loss) (88.1) (176.4) 2.7 Total other comprehensive income (loss) 27.3 (11.6) 84.1 Total comprehensive income (loss) (60.8) (188.0) 86.8 Diluted earnings (loss) per share from continuing operations attributable to Enviri Corporation common stockholders $ (0.57) $ (1.73) $ 0.28 Effective income tax rate from continuing operations (151.9) % (8.4) % 24.2 % Comparative Analysis of Consolidated Results Revenues Revenues for 2023 increased $180.2 million, or 10%, from 2022.
Biggest changeConsolidated 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.
See Note 7 Goodwill and Other Intangible Assets and Note 18, Other (Income) Expenses, Net in Part II, Item 8, Financial Statements and Supplementary Data, for additional information. 37 Revenue Recognition - Cost-to-Cost Method For certain contracts with customers, which meet specific criteria established in U.S.
See Note 7, Goodwill and Other Intangible Assets and Note 18, Other (Income) Expenses, Net in Part II, Item 8. Financial Statements and Supplementary Data for additional information. Revenue Recognition - Cost-to-Cost Method For certain contracts with customers, which meet specific criteria established in U.S.
Management has discussed the development and selection of the critical accounting estimates described below with the Audit Committee of the Board and they have reviewed the Company's disclosures relating to these estimates in this Management's Discussion and Analysis of Financial Condition.
Management has discussed the development and selection of the critical accounting estimates described below with the audit committee of the Company's Board of Directors and they have reviewed the Company's disclosures relating to these estimates in this Management's Discussion and Analysis of Financial Condition.
These amounts are not included on the Consolidated Balance Sheets since there are no current circumstances known to management indicating that the Company will be required to make payments on these contingent commercial commitments.
These amounts are not included on the Company's Consolidated Balance Sheets since there are no current circumstances known to management indicating that the Company will be required to make payments on these contingent commercial commitments.
Forward-looking statements can be identified by the use of such terms as "may," "could," "expect," "anticipate," "intend," "believe," "likely," "estimate," "outlook," "plan", "contemplate", "project" or other comparable terms.
Forward-looking statements can be identified by the use of such terms as "may," "could," "expect," "anticipate," "intend," "believe," "likely," "estimate," "outlook," "plan," "contemplate," "project," target" or other comparable terms.
Holding all other assumptions constant, using December 31, 2023 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 2024 pre-tax defined benefit NPPC (expense) as follows: Increase (Decrease) to 2024 NPPC (In millions) U.S. Plans U.K.
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.
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, including the Company's ability to timely divest the Rail business; (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, the long-term nature of customer contracts, 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; (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; (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, 22 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 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.
The unrecognized tax benefits at December 31, 2023 and 2022 were $2.1 million and $2.8 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, 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.
Goodwill is allocated among and evaluated for impairment at the reporting unit level, which is defined as an operating segment or one level below an operating segment for which discrete financial information is available. A significant amount of judgment is involved in determining if an indicator of impairment has occurred.
Goodwill is assigned among and evaluated for impairment at the reporting unit level, which is defined as an operating segment or one level below an operating segment for which discrete financial information is available. A significant amount of judgment is involved in determining if an indicator of impairment has occurred.
This rate was determined based on a model of expected asset returns for an actively managed portfolio. 34 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. 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.
Plan Discount rate One-quarter percent increase $ — $ (0.2) One-quarter percent decrease — 0.2 Expected long-term rate of return on plan assets One-quarter percent increase $ (0.4) $ (1.6) One-quarter percent decrease 0.4 1.6 Increases or decreases to net pension obligations may be required, should circumstances that affect these estimates change.
Plans Discount rate One-quarter percent increase $ — $ (0.2) 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.
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 from time to time 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.
Cash Requirements The Company's expected future payments related to contractual obligations and commercial commitments at December 31, 2023 consist of: • Principal payments related to our short-term borrowings and long-term debt obligations that are included in our Consolidated Balance Sheets.
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.
See Note 8, Debt and Credit Agreements in Part II, Item 8 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.
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. Off-Balance Sheet Arrangements The following table summarizes the Company's contingent commercial commitments at December 31, 2023.
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.
The Company supplements the cash provided by operations with borrowings from time to time due to historical patterns of seasonal cash flow and the funding of various projects and regularly assesses capital needs in the context of operational trends and strategic initiatives.
The Company supplements the cash provided by operations with borrowings due to historical patterns of seasonal cash flow and the funding of various projects and regularly assesses capital needs in the context of operational trends and strategic initiatives.
The Company's operations consist of two reportable segments: Harsco Environmental and Clean Earth. 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.
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.
Significant assumptions utilized in the DCF model include a WACC of 13.0%, an average annual revenue growth rate of 3.0% and average annual free cash flow growth rate of approximately 5%.
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%.
Assuming all other factors remain the same, a 100-basis point increase in the discount rate would reduce the estimated fair value to approximately 2% above the net book value and a 1% decrease in average annual free cash flow growth would reduce the estimated fair value to approximately 2% above the net book value.
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.
With respect to the Senior Secured Credit Facilities, the obligations of the Company are guaranteed by substantially all of the Company’s current and future wholly-owned domestic subsidiaries (“Guarantors”). All obligations under the Senior Credit Facility, and the guarantees of those obligations, are secured, subject to certain exceptions, by substantially all of the Company’s assets and the assets of the Guarantors.
The obligations of the Company are guaranteed by substantially all of the Company’s current and future wholly-owned domestic subsidiaries (“Guarantors”). All obligations under the Senior Secured Credit Facilities and the guarantees of those obligations are secured, subject to certain exceptions, by substantially all of the Company’s assets and the assets of the Guarantors.
The assumptions are selected to represent the average expected experience over time and may differ, in any one year, from actual experience due to changes in capital markets and the overall economy. These differences will impact the amount of unfunded benefit obligation and the NPPC recognized.
The assumptions are selected to represent the average expected experience over time and may differ, in any one year, from actual experience due to changes in capital markets and the overall economy. These differences will impact the amounts of unfunded benefit obligations and the NPPC recognized.
The goodwill allocated to the Clean Earth reporting unit, which is defined as the Clean Earth Segment, is $379.3 million at December 31, 2023. 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 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.
Generally, the NPPC increases as the expected long-term rate of return on assets decreases. For 2023 and 2022, the global weighted-average expected long-term rate of return on asset assumption was 5.5% and 4.7%, respectively.
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.
See Note 15, Financial Instruments in Part II, Item 8 Financial Statements and Supplementary Data, for additional information. 30 • At December 31, 2023, in addition to the above contractual obligations, the Company had $3.4 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, 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.
On an ongoing basis, the Company evaluates its critical accounting estimates, including those related to defined benefit pension benefits, notes and accounts receivable, fair value estimates for business combinations and goodwill, long-lived asset impairment, over time revenue recognition - cost-to-cost method and income taxes.
On an ongoing basis, the Company evaluates its critical accounting estimates, including those related to defined benefit pension benefits, notes and accounts receivable, fair value estimates for business combinations and goodwill, long-lived asset impairment, over time revenue recognition using the input method based on costs incurred (the "cost-to-cost method") and income taxes.
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. The certainty of the Company's future cash flows is underpinned by the long-term nature of the Company's HE services contracts and the recurring nature of revenues within CE.
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. The certainty of the Company's future cash flows is underpinned by the long-term nature of HE's service contracts and the recurring nature of revenues within CE.
The Company will continue to update its estimates to complete these contracts, which will include the effect of negotiations with the customers regarding price increases, change orders and extensions to delivery schedules. The first contract with SBB is complete.
The Company will continue to update its estimates to complete these contracts, which will include the effect of negotiations with the customers regarding price increases, change orders and extensions to delivery schedules.
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 12.0% 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 12.0%. 36 The Clean Earth reporting unit's estimated fair value at October 1, 2023 was approximately 12.0% more than 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 10.0% 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 10.0%. 41 The Clean Earth reporting unit's estimated fair value at October 1, 2024 was approximately 53.0% more than the net book value.
Debt Covenants The Senior Secured Credit Facilities contains a consolidated Net Debt to Consolidated Adjusted EBITDA ratio covenant, which is not to exceed 5.50x at December 31, 2023, 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 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.
Alternatively, Consolidated Adjusted EBITDA could decrease by $29.8 million or interest expense could increase by $10.8 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 $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.
The discount rates for 2023 NPPC were 5.1% for the U.K. plan, 5.3% for the U.S. plans and 5.1% 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 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 Credit Agreement imposes certain restrictions including, but not limited to, restrictions as to types and amounts of debt or liens that may be incurred by the Company; limitations on increases in dividend payments; limitations on repurchases of the Company's stock and limitations on certain acquisitions by the Company.
The Senior Secured Credit Facilities impose certain restrictions including, but not limited to, restrictions as to types and amounts of debt or liens that may be incurred by the Company, limitations on increases in dividend payments, limitations on repurchases of the Company's stock and limitations on certain acquisitions by the Company.
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 in the process of selling the Rail business.
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 increase in income tax expense was primarily due to business improvement in CE, an increase in disallowed interest expense in 2023 due to higher interest expense on the Company's Senior Secured Credit Facilities, a $3.7 million income tax charge from the derecognition of prior year deferred tax assets in China, a $3.0 million tax benefit recorded in 2022 on the deductible portion of the CE goodwill impairment not recurring in 2023, an increase in the U.K. defined benefit pension expense with no tax benefit and the change in mix of income in various countries.
The increase in income tax expense was primarily due to a lower pre-tax loss resulting from business improvement in CE and a reduction in forward loss provision for the Network Rail contract for Rail, an increase in disallowed interest expense in 2023 due to higher interest expense on the Company's Senior Secured Credit Facilities, a $3.7 million income tax charge from the derecognition of prior year deferred tax assets in China, a $3.0 million tax benefit recorded in 2022 on the deductible portion of the CE goodwill impairment not recurring in 2023, an increase in the U.K. defined benefit pension expense with no tax benefit and the change in mix of income in various countries.
The favorable adjustment was the result of an amendment to the contract with Network Rail in 2023, which extended the delivery schedule for the machines and reduced the estimate of liquidated damages. Partially offsetting this were higher estimated material, engineering and labor costs.
The favorable adjustment was the result of an amendment to the contract with Network Rail in 2023, which extended the delivery schedule for the machines and reduced the estimate of liquidated damages. Partially offsetting this were higher estimated material, engineering and labor costs due principally to experience gained during the manufacturing process.
This change is primarily related to the impact of higher discount rates applied to the Company's 2023 pension plan obligations and a lower expected return on plan assets in the current year due to lower plan asset values at December 31, 2022 .
This change is primarily related to the impact of higher discount rates applied to the Company's 2023 pension plan obligations and a lower expected return on plan assets during the year ended December 31, 2023 due to lower plan asset values at December 31, 2022 . See Note 10.
The Credit Agreement requires certain mandatory prepayments for the New Term Loan, subject to certain exceptions, based on net cash proceeds of certain sales or distributions of assets, as well as certain casualty and condemnation events, in some cases subject to reinvestment rights and certain other exceptions; net cash proceeds of any issuance of debt, excluded permitted debt issuances; and a percentage of excess cash flow, as defined by the Credit Agreement, during a fiscal year.
The Senior Secured Credit Facilities require certain mandatory prepayments for the Term Loan, subject to certain exceptions, based on net cash proceeds of certain sales or distributions of assets, as well as certain casualty and condemnation events, in some cases subject to reinvestment rights and certain other exceptions, net cash proceeds of any issuance of debt, excluded permitted debt issuances, and a percentage of excess cash flow, as defined in the terms under the Senior Secured Credit Facilities, during a fiscal year.
Valuation allowances of $112.9 million and $89.2 million at December 31, 2023 and 2022, 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 $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.
See Note 10, Employee Benefit Plans in Part II, Item 8 Financial Statements and Supplementary Data for additional information. • Expected net cash payable of $7.0 million representing the fair value of the foreign currency exchange contracts outstanding at December 31, 2023. The foreign currency exchange contracts are recorded on the Consolidated Balance Sheets at fair value.
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.
The Company cautions that these factors may not be exhaustive and that many of these factors are beyond the Company's ability to control or predict. Accordingly, forward-looking statements should not be relied upon as a prediction of actual results. The Company undertakes no duty to update forward-looking statements except as may be required by law.
The Company cautions that these factors may not be exhaustive and that many of these factors are beyond the Company's ability to control or predict. Accordingly, forward-looking statements should not be relied upon as a prediction of actual results.
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.
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.
A summary of the major components of this caption for the periods presented is as follows: (In millions) 2023 2022 2021 Net cash provided (used) by: Change in income taxes $ 7.0 $ (3.5) $ 4.8 Change in prepaid expenses (4.0) (5.8) (1.8) Change in reserve for contract losses 20.2 15.1 13.6 Other (a) 8.1 (15.0) 5.0 Total change in Other assets and liabilities $ 31.3 $ (9.2) $ 21.6 (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) 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.
Cash flows from operating, investing and financing activities, as reflected on the Consolidated Statements of Cash Flows, are summarized in the following table: (In millions) 2023 2022 2021 Net cash provided (used) by: Operating activities $ 114.4 $ 150.5 $ 72.2 Investing activities (116.6) (99.1) (124.4) Financing activities 44.8 (42.8) 60.2 Effect of exchange rate changes on cash (3.1) (10.7) (0.5) Net change in cash and cash equivalents $ 39.5 $ (2.0) $ 7.5 29 Cash provided (used) by operating activities — Net cash provided by operating activities in 2023 was $114.4 million, a decrease of $36.1 million from 2022.
Cash flows from operating, investing and financing activities, as reflected on the Consolidated Statements of Cash Flows, are summarized in the following table: (In millions) 2024 2023 2022 Net cash provided (used) by: Operating activities $ 78.1 $ 114.4 $ 150.5 Investing activities (34.1) (116.6) (99.1) Financing activities (63.4) 44.8 (42.8) Effect of exchange rate changes on cash (15.0) (3.1) (10.7) Net change in cash and cash equivalents $ (34.5) $ 39.5 $ (2.0) Cash provided (used) by operating activities — Net cash provided by operating activities during the year ended December 31, 2024 was $78.1 million, a decrease of $36.4 million the year ended December 31, 2023.
The discount rates used in calculating the Company's projected benefit obligations at the December 31, 2023 measurement date for the U.K. and U.S. defined benefit pension plans were 4.8% and 5.0%, respectively, and the global weighted-average discount rate was 4.8%.
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%.
See Note 11, Income Taxes in Part II, Item 8, Financial Statements and Supplementary Data, for additional information. Recently Adopted and Recently Issued Accounting Standards Information on recently adopted and recently issued accounting standards is included in Note 2, Recently Adopted and Recently Issued Accounting Standards, in Part II, Item 8, Financial Statements and Supplementary Data.
Recently Adopted and Recently Issued Accounting Standards Information on recently adopted and recently issued accounting standards is included in Note 2, Recently Adopted and Recently Issued Accounting Standards, in Part II, Item 8, Financial Statements and Supplementary Data.
During the years ended December 31, 2023, 2022 and 2021, the Company recognized $12 thousand, $1.7 million and $5.5 million, respectively, of fees and expenses related to amendments to the Senior Secured Credit Facilities in the caption Facility fees and debt-related income (expense) on the Consolidated Statements of Operations.
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.
At December 31, 2023, the Company was in compliance with these covenants, with a net leverage ratio of 4.14x and an interest coverage ratio of 3.03x. Based on balances and covenants in effect at December 31, 2023, the Company could increase Net Debt by $439.8 million and still be in compliance with these debt covenants.
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.
Critical Estimate—Asset Impairment The determination of a long-lived asset (or asset group) impairment involves significant judgments based upon short-term and long-term projections of future asset (or asset group) performance.
Financial Statements and Supplementary Data, for additional information. Critical Estimate—Asset Impairment The determination of a long-lived asset (or asset group) impairment involves significant judgments based upon short-term and long-term projections of future asset (or asset group) performance.
Liquidity and Capital Resources Cash Flow Summary The Company currently expects to have sufficient financial liquidity and borrowing capacity to support the strategies within each of its businesses.
Cash Flow Summary The Company currently expects to have sufficient financial liquidity and borrowing capacity to support the strategies within each of its businesses and its current operating and debt service needs.
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.
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.
As of December 31, 2023, based on costs incurred, the second contract with SBB is 85% complete and the contracts with Network Rail and Deutsche Bahn are 53% and 40% complete, respectively. 38 Income Taxes The Company's income tax expense, deferred tax assets and liabilities and reserves for uncertain tax positions reflect management's best estimate of taxes to be paid.
As of December 31, 2024, based on costs incurred, the contracts with Network Rail, Deutsche Bahn and SBB are 64%, 48% and 91% complete, respectively. 43 Income Taxes The Company's income tax expense, deferred tax assets and liabilities and reserves for uncertain tax positions reflect management's best estimate of taxes to be paid.
At December 31, 2023, 2022 and 2021, the Company's annual effective income tax rate on income from continuing operations was (151.9)%, (8.4)% and 24.2%, respectively.
At December 31, 2024, 2023 and 2022, the Company's annual effective income tax rate on income from continuing operations was (16.8)%, (58.6)% and (2.9)%, respectively.
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 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.
At December 31, 2023, the Company recorded a $12.7 million valuation allowance increase related to disallowed interest expense, a $9.3 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 and a valuation allowance increase of $2.3 million from the effects of foreign currency translation adjustments.
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.
See Note 4, Accounts Receivable and Note Receivable in Part II, Item 8, Financial Statements and Supplementary Data and Schedule II, Valuation and Qualifying Accounts in Part IV, Item 15, Exhibit and Financial Statement Schedules for additional information. 35 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. 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.
While the Company's remaining non-U.S. cash and cash equivalents can be transferred with and among subsidiaries, the majority of these non-U.S. cash balances will be used to support the ongoing working capital needs and continued growth of the Company's non-U.S. operations.
While the Company's remaining non-U.S. cash and cash equivalents can be transferred with and among subsidiaries, the majority of these non-U.S. cash balances will be used to support the ongoing working capital needs and continued growth of the Company's non-U.S. operations. 38 Application of Critical Accounting Policies and Critical Accounting Estimates The information contained in Part II, Item 7.
The Company's goodwill balances were $768.0 million and $759.3 million at December 31, 2023 and 2022, 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 $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.
For the Deutsche Bahn contract, during 2023 additional estimated forward loss provisions of $39.9 million were recorded, with $29.2 million recorded in the fourth quarter. The main drivers of the additional forward loss provisions are increased estimated costs for components and engineering, as well as well as additional penalties recorded due to delivery delays.
During the year ended December 31, 2023, additional estimated forward loss provisions of $39.9 million were recorded. The main drivers of the additional forward loss provisions are increased estimated costs for components and engineering, as well as additional penalties recorded due to delivery delays.
In addition, during the year ended December 31, 2023, the Company recorded an impairment charge against pre-tax income from continuing operations related to abandoned equipment at a previous HE site of $14.1 million included in Property, plant and equipment impairment charge in the Company's 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, in Property, plant and equipment impairment charge on the Consolidated Statements of Operations.
Interest expense in 2022 was $75.2 million, an increase of $11.9 million, or 19%, compared with 2021. This increase primarily relates to higher weighted average interest rates, in addition to increased borrowings, on the Company's Senior Secured Credit Facilities during 2022.
Interest expense in 2023 was $107.1 million, an increase of $30.3 million, or 39%, compared with 2022. This increase primarily relates to higher weighted average interest rates, in addition to higher net borrowings, on the Company's Senior Secured Credit Facilities during 2023.
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 $98 million annually based upon borrowings, interest rates and foreign currency exchange rates at December 31, 2023.
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.
Property, Plant and Equipment Impairment Charge During the year ended December 31, 2023, the Company recorded an impairment charge of $14.1 million in the HE segment. See Note 6, Property, Plant and Equipment in Part II, Item 8, Financial Statements and Supplementary Data for further discussion regarding the impairment.
During the year ended December 31, 2023, Company recorded a PP&E impairment charge of $14.1 million related to an HE customer site in China. No such charge was recorded during the year ended December 31, 2022. See Note 6, Property, Plant and Equipment in Part II, Item 8. Financial Statements and Supplementary Data for details regarding these impairment charges.
As a result of this amendment, the total Net Debt to Consolidated Adjusted EBITDA ratio covenant was set at 5.50x for the quarter ending June 30, 2022, and decreases quarterly by 0.25x until reaching 4.00x for the quarter ending December 31, 2023 and thereafter.
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.
Critical Estimate—Accounts Receivable A considerable amount of judgment is required to assess the realizability of receivables, including the current creditworthiness of each customer, related aging of past due balances and the facts and circumstances surrounding any non-payment. The Company's provisions for expected credit losses during 2023, 2022 and 2021 were $7.0 million, $0.4 million and $0.6 million, respectively.
Critical Estimate—Accounts Receivable A considerable amount of judgment is required to assess the realizability of receivables, including the current creditworthiness of each customer, related aging of past due balances and the facts and circumstances surrounding any non-payment.
At December 31, 2023, approximately 16.1% of the Company's consolidated cash and cash equivalents had regulatory restrictions that would preclude the transfer of funds with and among subsidiaries. Non-U.S. subsidiaries also held $30.6 million of cash and cash equivalents in consolidated strategic ventures. The strategic venture agreements may require strategic venture partner approval to transfer funds with and among subsidiaries.
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.
Facility Fees and Debt-Related Income (Expense) During 2023, the Company recognized $10.8 million of net expense primarily from fees related to the Company's AR Facility, which reflects an increase in fees as a result of higher weighted average interest rates, when compared to 2022.
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.
The additional loss provision was due to increased estimates for material, engineering and commissioning costs for the remaining vehicles. The estimated forward loss provisions represent the Company's best estimate based on currently available information.
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.
The new name and brand identity reflect the Company's transformation over the past four years into a single-thesis environmental solutions company that provides services to manage, recycle and beneficially reuse waste and byproduct materials across many industries. The Company has locations in approximately 30 countries, including the U.S. The Company was incorporated in 1956.
In the recent years, the Company has worked on transforming into an environmental solutions company that provides services to manage, recycle and beneficially reuse waste and byproduct materials across many industries. The Company was incorporated in 1956 and has locations in approximately 30 countries, including the U.S.
Changes in the allowance for expected credit losses related to both of these situations would be recorded through Operating income from continuing operations in the period the change was determined.
Conversely, an improvement in a customer's ability to make payments could result in a decrease of the allowance for expected credit losses. Changes in the allowance for expected credit losses related to both of these situations would be recorded through Operating income from continuing operations in the period the change was determined on the Company's Consolidated Statements of Operations.
The Company's policy is to use the largest banks in the various countries in which the Company operates. The Company monitors the creditworthiness of banks and, when appropriate, will adjust banking operations to reduce or eliminate exposure to less creditworthy banks. 33 At December 31, 2023, the Company's consolidated cash and cash equivalents included $113.4 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, 2024, the Company's cash and cash equivalents, including restricted cash, included $88.0 million held by non-U.S. subsidiaries.
The effective income tax rate relating to continued operations for 2022 was (8.4)%, versus 24.2% for 2021 .
The effective income tax rate relating to continued operations for 2023 was (58.6)%, versus (2.9)% for 2022 .
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.
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.
There were no such charges incurred during the years ended December 31, 2022 and 2021 . 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.
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.
During 2022 , the Company recognized $3.0 million of net expense, which included fees related to amending the Company's Senior Secured Credit Facilities and fees related to the Company's AR Facility, which was not effective until June 2022.
During the year ended December 31, 2022, the Company recognized $3.0 million of net expense, which included fees related to amending the Company's Senior Secured Credit Facilities, as well as fees related to the Company's AR Facility that the Company entered into in June 2022.
At December 31, 2023, the Company has $162.3 million of outstanding purchase commitments, of which $73.7 million will be fulfilled in the next twelve months, and includes commitments of $17.7 million related to the Rail business. • Operating lease liabilities which are included in our Consolidated Balance Sheets.
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.
Revolving credit loans bear interest at a rate, depending on total net leverage, ranging from 50 to 175 basis points over base rate or 150 to 275 basis points over LIBOR, subject to a zero floor.
The extended Revolving Credit Facility bears interest at a rate, depending on total net leverage, ranging from 75 to 125 basis points over base rate or 175 to 225 basis points over SOFR and the existing Revolving Credit Facility bears interest at a rate, depending on total net leverage, ranging from 50 to 175 basis points over base rate or 150 to 275 basis points over SOFR, in each case, subject to zero floor.
Increases in 2023 SG&A from 2022 also includes $6.6 million in bad debt expense, which is primarily due to the HE accounts receivable provision, and $3.9 million in increased information technology-related costs.
Increases in 2023 SG&A from 2022 also includes $6.7 million in bad debt expense, which is primarily due to the HE change in its provision for expected credit losses of $5.3 million for a steel customer in the Middle East, and $4.2 million in increased information technology-related costs.
A $2.3 million gain on the repurchase of $25.0 million of Senior Notes recognized during the year ended December 31, 2022 partially offset these fees. 27 During 2021, the Company recognized $5.5 million of fees and other costs primarily related to the amended Senior Secured Credit Facilities.
A $2.3 million gain on the repurchase of $25.0 million of Senior Notes partially offset these fees during the year ended December 31, 2022.
The increase in effective tax rate was primarily due to the business improvement in CE, the $104.6 million CE goodwill impairment, not recurring in 2023, and the change in mix of income. Income tax expense from continuing operations in 2022 was $10.4 million, compared with $9.1 million income tax expense from continuing operations in 2021 .
The decrease in effective tax rate was primarily due to the operating loss in the Rail business and the change in mix of income. Income tax expense from continuing operations in 2023 was $30.9 million, compared with $4.9 million income tax expense from continuing operations in 2022 .
The carrying value of the assets and liabilities of Rail are classified as Assets held-for-sale and Liabilities of assets held-for-sale on the Consolidated Balance Sheets and the operating results of Rail are reflected in the Consolidated Statements of Operations as discontinued operations for all periods presented.
Financial Statements and Supplementary Data previously included the operating results of Rail as discontinued operations in the Consolidated Statements of Operations and the carrying value of the assets and liabilities of Rail were previously classified as Assets held-for-sale and Liabilities of assets held-for sale on the Consolidated Balance Sheets for the periods including November 2021 through February 2024.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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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. 39
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

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