Enviri Corporation (NVRI) — Agentic Tribune

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data from SEC XBRL filings. Values are as-reported; restatements supersede originals. Values reported in .

From 10-Q filed 2026-05-11 (period ending 2026-03-31).

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion should be read in conjunction with the accompanying unaudited condensed consolidated financial statements as well as the audited consolidated financial statements of the Company, including the notes thereto, included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 which includes additional information about the Company’s critical accounting policies, contractual obligations, practices and the transactions that support the financial results, and provides a more comprehensive summary of the Company’s outlook, trends and strategies for 2026 and beyond.

Forward-Looking Statements

The nature of the Company's business, together with the number of countries in which it operates, subject it to changing economic, competitive, regulatory and technological conditions, risks and uncertainties. In accordance with the "safe harbor" provisions of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 (the "Exchange Act"), the Company provides the following cautionary remarks regarding important factors that, among others, could cause future results to differ materially from the results contemplated by forward-looking statements, including the expectations and assumptions expressed or implied herein. Forward-looking statements contained herein could include, among other things, statements about the expected timing, completion and effects of the transactions contemplated by the Agreement and Plan of Merger, dated as of November 20, 2025 (the "Merger Agreement") and the Separation Agreement, dated as of November 20, 2025 (the "Separation Agreement"), statements about management's confidence in and strategies for performance; expectations for new and existing products, technologies and opportunities and expectations regarding growth, sales, cash flows, and earnings. Forward-looking statements can be identified by the use of such terms as "may," "could," "expect," "anticipate," "intend," "believe," "likely," "estimate," "outlook," "plan", "contemplate", "project", "target" or other comparable terms.

Factors that could cause actual results to differ, perhaps materially, from those implied by forward-looking statements include, but are not limited to:

(1)the Company's ability to complete the transactions contemplated by the Merger Agreement and the Separation Agreement on the terms expected in a timely manner or at all;

(2)the possibility that the Merger and Separation may not ultimately achieve the expected benefits;

(3)the Company's ability to successfully enter into new contracts and complete new acquisitions, divestitures, or strategic ventures in the time-frame contemplated or at all;

(4)the Company’s inability to comply with applicable environmental laws and regulations;

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(5)the Company’s inability to obtain, renew, or maintain compliance with its operating permits or license agreements;

(6)various economic, business, and regulatory risks associated with the waste management industry;

(7)the seasonal nature of the Company's business;

(8)risks caused by customer concentration, fixed-price and long-term customer contracts, especially those related to complex engineered equipment and the competitive nature of the industries in which the Company operates;

(9)the outcome of any disputes with customers, contractors and subcontractors;

(10)the financial condition of the Company's customers, including the ability of customers (especially those that may be highly leveraged or have inadequate liquidity) to maintain their credit availability;

(11)higher than expected claims under the Company’s insurance policies, or losses that are uninsurable or that exceed existing insurance coverage;

(12)market and competitive changes, including pricing pressures, market demand and acceptance for new products, services and technologies; changes in currency exchange rates, interest rates, commodity and fuel costs and capital costs;

(13)the Company's ability to negotiate, complete, and integrate strategic transactions and joint ventures with strategic partners;

(14)the Company’s ability to effectively retain key management and employees, including due to unanticipated changes to demand for the Company’s services, disruptions associated with labor disputes, and increased operating costs associated with union organizations;

(15)the Company's inability or failure to protect its intellectual property rights from infringement in one or more of the many countries in which the Company operates;

(16)failure to effectively prevent, detect or recover from breaches in the Company's cybersecurity infrastructure;

(17)changes in the worldwide business environment in which the Company operates, including changes in general economic and industry conditions and cyclical slowdowns impacting the steel and aluminum industries;

(18)fluctuations in exchange rates between the U.S. dollar and other currencies in which the Company conducts business;

(19)unforeseen business disruptions in one or more of the many countries in which the Company operates due to changes in economic conditions, changes in governmental laws and regulations, including environmental, occupational health and safety, tax and import tariff standards and amounts; political instability, civil disobedience, armed hostilities, public health issues or other calamities;

(20)liability for and implementation of environmental remediation matters;

(21)product liability and warranty claims associated with the Company’s operations;

(22)the Company’s ability to comply with financial covenants and obligations to financial counterparties;

(23)the Company’s outstanding indebtedness and exposure to derivative financial instruments that may be impacted by, among other factors, changes in interest rates;

(24)tax liabilities and changes in tax laws;

(25)changes in the performance of equity and bond markets that could affect, among other things, the valuation of the assets in the Company's pension plans and the accounting for pension assets, liabilities and expenses;

(26)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 the Company's Annual Report on Form 10-K for the year ended December 31, 2025 and in Part II, Item 1A, "Risk Factors" of this Quarterly Report on Form 10-Q. 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.

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Executive Overview

The Company is a market-leading, global provider of environmental solutions for industrial, retail and medical waste streams and innovative equipment and technology for the rail sector. Today, the Company is principally 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.

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. 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. Rail is a provider of highly engineered maintenance equipment, after-market parts and safety and diagnostic systems and contracting solutions, which support railroad and transit customers worldwide.

As disclosed in Part I, Item 1A: Risk Factors, of our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, the Company’s business is subject to risks related to doing business internationally, including tariff policy or tariff regulation, as well as international political and trade tensions. In 2025, the U.S. government announced tariffs on goods imported into the U.S. from most countries and multiple nations countered with tariffs and other actions in response. Subsequently, the U.S. government has negotiated trade agreements with certain countries while negotiations with others are ongoing. Additionally, in early 2025, the European Union (the "EU") announced plans to lower import quotas and implement anti-dumping duties against various countries that have imported certain steel products into the region. In October 2025, the European Commission formally proposed significant actions to protect its steel industry, including a sizable reduction in steel import quotas and a meaningful tariff increase on above-quota imports. These proposals require EU parliament and council approvals, which are anticipated in 2026. These efforts by the EU are intended to support a healthy industrial manufacturing base in the region. Also, the military conflict in the Middle East has led to volatile energy prices globally and higher costs for consumers. The Company continues to assess its ability to pass on higher energy prices to its customers and any impacts energy price volatility will have on demand, as well as the impact of these tariffs on its businesses.

On November 20, 2025, the Company entered into definitive agreements with Veolia Environnement S.A., a French société anonyme ("Veolia"), whereby Veolia will acquire 100% of the Clean Earth business (the "Merger") for aggregate cash consideration of over $3.0 billion pursuant to the terms of the Merger Agreement. Immediately prior to the closing of the Merger, the Company will execute a series of reorganizational transactions and the Separation, following which the Harsco Environmental and Harsco Rail segments will be indirectly owned by a standalone publicly traded company ("New Enviri"). The transactions contemplated by the Separation Agreement and the Merger Agreement are on track to close in the second quarter of 2026, subject to customary regulatory approvals, with closing expected on June 1, 2026. These transactions are not expected to result in any material cash tax expense to Enviri or New Enviri.

On February 23, 2026, the Company amended its Senior Secured Credit Facilities to extend the maturity of its $50.0 million non-extended revolving credit facility from March 10, 2026 to the earlier of (i) July 1, 2026, and (ii) the closing date on which the Clean Earth segment is sold to Veolia in connection with the Merger Agreement.

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Results of Operations

Amounts included in this Part I. Item 2. Results of Operations are rounded in millions and all percentages are calculated on actual amounts. As a result, minor differences may exist due to rounding.

Segment Results

	Three Months Ended
	March 31
(in millions, except percentages)		2026			2025
Revenues:
Harsco Environmental		$	256.7		$	243.1
Clean Earth		225.8			234.9
Harsco Rail		67.3			69.9
Total Revenues		$	549.8		$	547.9
Operating income (loss):
Harsco Environmental		$	10.0		$	10.1
Clean Earth		15.8			22.3
Harsco Rail		(3.2)			7.1
Corporate		(21.8)			(10.2)
Total operating income (loss)		$	0.8		$	29.3
Operating margin:
Harsco Environmental		3.9		%	4.1		%
Clean Earth		7.0		%	9.5		%
Harsco Rail		(4.7)		%	10.2		%
Consolidated operating margin		0.1		%	5.3		%

Harsco Environmental Segment:

Significant Effects on Revenues (in millions)	Three Months Ended
Revenues — March 31, 2025	$	243.1
Net impact of new and lost contracts	(13.7)
Net effects of price/volume changes, primarily attributable to volume changes and services mix	13.2
Impact of foreign currency translation	14.1
Revenues — March 31, 2026	$	256.7

The following factors contributed to the changes in operating income (loss) during the three months ended March 31, 2026:

•The three months ended March 31, 2025 included $3.3 million in employee termination benefit costs and other related costs pertaining to restructuring activities, which did not reoccur during the three months ended March 31, 2026.

•Operating income from environmental service contracts during the three months ended March 31, 2026, when compared with the three months ended March 31, 2025, decreased primarily due to an unfavorable service mix, partially offset by an increase in revenues from overall service levels.

•Lower revenues from a decrease in volumes from the Altek Group unfavorably impacted operating income by $1.0 million for the three months ended March 31, 2026, when compared to the three months ended March 31, 2025.

•The unfavorable net effects from new and lost contracts resulted in a decrease in operating income of $0.9 million during the three months ended March 31, 2026, compared to the three months ended March 31, 2025.

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Clean Earth Segment:

Significant Effects on Revenues (in millions)	Three Months Ended
Revenues — March 31, 2025	$	234.9
Net effects of price/volume changes, primarily lower volume	(9.1)
Revenues — March 31, 2026	$	225.8

The following factors contributed to the changes in operating income (loss) during the three months ended March 31, 2026:

•A decline in revenues from the hazardous waste business decreased operating income by $3.2 million for the three months ended March 31, 2026, when compared to three months ended March 31, 2025, primarily related to a decrease in volumes due, in part, to unfavorable weather conditions and higher fuel costs, which were partially offset by higher revenues from price increases and a reduction in disposal costs.

•Selling, general and administrative expenses ("SG&A") increased $2.1 million during the three months ended March 31, 2026 from the same period in 2025, mainly from higher depreciation expense, an unfavorable change in the provision for expected credit losses and information technology-related costs related to system enhancements.

•The three months ended March 31, 2026 included a net decrease of $1.2 million in operating income primarily from lower volumes processed in the soil and dredged materials business at certain sites due, in part, to unfavorable weather conditions, net of pricing changes and volume mix at certain sites, when compared to the three months ended March 31, 2025.

Harsco Rail Segment:

Significant Effects on Revenue (in millions)	Three Months Ended
Revenues — March 31, 2025	$	69.9
Net effect of price/volume changes, primarily attributable to volume changes	7.0
Change in revenue adjustments as a result of certain estimated forward loss provisions (a)	(12.2)
Impact of foreign currency translation	2.5
Revenues — March 31, 2026	$	67.3

(a) Principally as a result of an amendment to the Deutsche Bahn contract, as referenced in Note 15, Revenues in Part I. Financial Statements.

The following factors contributed to the changes in operating income (loss) during the three months ended March 31, 2026:

•An increase of $3.5 million in operating income due to higher revenues from railway contracting services during the three months ended March 31, 2026, when compared to the three months March 31, 2025, due principally to higher volume in the U.K., inclusive of an annual contractual true-up.

•The three months ended March 31, 2025 included a favorable net change in forward estimated loss provisions and related adjustments of $10.4 million related to the Company's long-term contracts with Network Rail, Deutsche Bahn and SBB, which did not reoccur during the three months ended March 31, 2026. See Note 15, Revenues in Part I. Financial Statements for further discussion.

•A decrease of $2.6 million in operating income from lower standard equipment revenue and higher manufacturing costs for the three months ended March 31, 2026 from the three months ended March 31, 2025.

•A decrease of $1.9 million in operating income from after-market parts due to higher manufacturing costs during the three months ended March 31, 2026, compared to the three months ended March 31, 2025, partially offset by an increase in sales from higher demand.

General Corporate:

Operating income (loss) from continuing operations was negatively impacted by costs of $12.5 million related to the planned sale of Clean Earth during the three months ended March 31, 2026, which did not occur during the three months ended March 31, 2025.

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Consolidated Results

		March 31
	Three Months Ended
(in millions, except per share amounts and percentages)		2026		2025
Total revenues		$	549.8	$	547.9
Cost of services and products sold		444.2		424.8
Selling, general and administrative expenses		91.5		89.1
Research and development expenses		0.5		0.5
Other expense (income), net		12.9		4.3
Operating income (loss) from continuing operations		0.8		29.3
Interest income		0.5		0.5
Interest expense		(27.8)		(26.6)
Facility fees and debt-related income (expense)		(2.3)		(2.6)
Defined benefit pension income (expense)		(3.9)		(5.2)
Income (loss) from continuing operations before income taxes and equity in income		(32.8)		(4.7)
Income tax benefit (expense) from continuing operations		24.4		(2.0)
Equity in income (loss) of unconsolidated entities, net		—		—
Income (loss) from continuing operations		(8.4)		(6.6)
Income (loss) from discontinued businesses		(1.6)		(1.6)
Income tax benefit (expense) related to discontinued operations		0.4		0.4
Income (loss) from discontinued operations, net of tax		(1.2)		(1.2)
Net income (loss)		$	(9.5)	$	(7.8)
Total other comprehensive income (loss)		4.8		8.1
Total comprehensive income (loss)		$	(4.8)	$	0.3
Diluted earnings (loss) per common share from continuing operations attributable to Enviri Corporation common stockholders		$	(0.12)	$	(0.10)
Effective income tax rate for continuing operations		74.4%		(42.8)%

Comparative Analysis of Consolidated Results

Total Revenues

Revenues for the three months ended March 31, 2026 increased by $1.9 million, or 0.3%, from the three months ended March 31, 2025. Foreign currency translation affected revenues by $16.6 million during the three months ended March 31, 2026, compared with the same period in the prior year. Refer to the discussion of segment results above for information pertaining to factors impacting revenues.

Cost of Services and Products Sold

Cost of services and products sold for the three months ended March 31, 2026 increased by $19.4 million, or 4.6%, from the three months ended March 31, 2025. The changes in cost of services and products sold were attributable to the following significant items:

(in millions)	Three Months Ended
Cost of services and products sold — March 31, 2025	$	424.8
Change in costs due to changes in revenue volume	(5.5)
Changes due to costs and revenue mix	10.9
Impact of foreign currency translation	13.8
Other	0.2
Cost of services and products sold — March 31, 2026	$	444.2

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Selling, General and Administrative Expenses

SG&A for the three months ended March 31, 2026 increased by $2.3 million, or 2.6%, from the three months ended March 31, 2025, which was primarily driven by higher costs of $1.0 million related to compensation expense, mainly in Corporate and CE, and $0.7 million related to depreciation expense, mostly in CE, for the three months ended March 31, 2026. Foreign currency also negatively impacted SG&A by $1.8 million during the three months ended March 31, 2026 from the same period in 2025, primarily due to HE and Rail. A decrease in professional fees of $1.9 million partially offset these SG&A increases during the three months ended March 31, 2026, when compared to the three months ended March 31, 2025, primarily as a result of Corporate costs incurred during 2025 to support and execute certain of the Company's long-term strategies.

Other (Income) Expenses, Net

The major components of this Condensed Consolidated Statements of Operations caption are as follows:

	Three Months Ended
	March 31
(in millions)		2026		2025
Employee termination benefit costs		$	0.7	$	2.5
Other costs for exit activities (a)		12.3		2.0
Asset impairments		—		0.6
Net gains on sale of assets		(0.2)		(0.8)
Other (income) expenses, net		$	12.9	$	4.3

(a) Includes costs related to the planned sale of Clean Earth.

Interest Expense

Interest expense during the three months ended March 31, 2026 increased by $1.3 million, compared with the three months ended March 31, 2025. This increase is mainly driven by higher average borrowings under the Company's Senior Secured Credit Facilities during the three months ended March 31, 2026, when compared to the three months ended March 31, 2025.

Facility Fees and Debt-Related Income (Expense)

The Company recognized facility fee expense mostly related to the Company's AR Facility of $2.3 million during the three months ended March 31, 2026, compared to $2.6 million recognized during the three months ended March 31, 2025. See Note 3, Trade Accounts Receivables and Other Receivables and Note 8, Debt and Credit Agreements, in Part I, Item 1. Financial Statements.

Defined Benefit Pension Income (Expense)

Defined benefit pension expense was $3.9 million and $5.2 million for the three months ended March 31, 2026 and 2025, respectively. This expense decrease is primarily related to a higher expected rate of return on plan assets in the current year, compared to 2025.

Income Tax Expense

Income tax benefit from continuing operations for the three months ended March 31, 2026 was $24.4 million, compared to $2.0 million income tax expense for the three months ended March 31, 2025. The change is primarily due to costs of $12.5 million related to the planned sale of Clean Earth during the three months ended March 31, 2026, which did not occur during the three months ended March 31, 2025, lower operating income in Clean Earth and a $5.1 million tax benefit from the vesting of stock-based compensation awards in 2026.

Income (Loss) from Continuing Operations

Loss from continuing operations was $8.4 million for the three months ended March 31, 2026, compared to $6.6 million for the three months ended March 31, 2025. The primary drivers for these changes are noted above.

Total Other Comprehensive Income (Loss)

Total other comprehensive income was $4.8 million for the three months ended March 31, 2026, compared to total other comprehensive income of $8.1 million for the three months ended March 31, 2025. The primary driver of this decrease was the fluctuation of the U.S. dollar against certain currencies during the three months ended March 31, 2026, inclusive of the impact of foreign currency translation of cumulative unrecognized actuarial losses on the Company's pension obligations, when compared to the fluctuation of the U.S. dollar against certain currencies during the three months ended March 31, 2025. This was partially offset by the favorable change in valuation of the Company's interest rate swaps during the three months ended March 31, 2026, when compared to the valuation during the three months ended March 31, 2025, due to the fluctuation of interest rates.

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Liquidity and Capital Resources

Amounts included in this Part I. Item 2. Liquidity and Capital Resources are rounded in millions and all percentages are calculated on actual amounts. As a result, minor differences may exist due to rounding.

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. The Company currently expects operational and business needs, in addition to the repayment of its current debt maturities, to be met by cash provided by operations, supplemented with borrowings, principally under the Senior Secured Credit Facilities. The Company expects the Senior Secured Credit Facilities to be fully available based on continued compliance with the related covenants based on its current outlook. The Company supplements the cash provided by operations with borrowings due to the operational performance of its businesses, historical patterns of seasonal cash flow and the funding of various projects. The Company regularly assesses capital needs in the context of operational trends and strategic initiatives.

The Company’s cash flows from operating, investing and financing activities, as reflected on the Condensed Consolidated Statements of Cash Flows, are summarized in the following table:

	Three Months Ended
	March 31
(In millions)	2026		2025
Net cash provided (used) by:
Operating activities	$	21.5	$	6.6
Investing activities	(30.7)		(18.4)
Financing activities	8.1		26.1
Effect of exchange rate changes on cash and cash equivalents, including restricted cash	(2.8)		—
Net change in cash and cash equivalents, including restricted cash	$	(3.9)	$	14.3

Net cash (used) provided by operating activities — Net cash provided by operating activities for the three months ended March 31, 2026 was $21.5 million, an increase in cash flows of $14.9 million from the three months ended March 31, 2025, due to a net favorable change in working capital, partially offset by a decrease in cash net income, principally from the deferred income tax benefit of $30.2 million. The favorable working capital changes were primarily from the timing of annual incentive payments for accrued compensation, the timing of receipts and recognition of advances on contracts, mainly related to Rail's contracts, and the timing of inventories, partially offset by unfavorable changes in contract assets principally related to the timing of recognition for Rail's contracts, during the three months ended March 31, 2026.

Net cash (used) provided by investing activities — Net cash used by investing activities during the three months ended March 31, 2026 was $30.7 million, an increase in net cash used of $12.2 million from net cash used during the three months ended March 31, 2025, primarily due to a $12.1 million increase in purchases for capital expenditures during the three months ended March 31, 2026, when compared to the three months ended March 31, 2025, primarily by CE and HE.

Net cash (used) provided by financing activities — Net cash provided by financing activities during the three months ended March 31, 2026 decreased by $18.1 million from the three months ended March 31, 2025 attributable to an increase in employee tax payments for stock based compensation of $15.0 million and higher net repayments of the Company's total debt of $3.1 million during the three months ended March 31, 2026.

Sources and Uses of Cash

The Company’s principal sources of liquidity are cash provided by operations on an annual basis and borrowings under the Senior Secured Credit Facilities, augmented by cash proceeds from asset sales. The Company expects to continue to utilize all of these sources to meet future cash requirements for operations and growth initiatives.

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Summary of Senior Secured Credit Facilities and Notes: (in millions)	March 31 2026		December 31 2025
By type:
Term Loan	$	476.3	$	477.5
Revolving Credit Facility	557.0		526.0
5.75% Senior Notes	475.0		475.0
Total	$	1,508.3	$	1,478.5
By classification:
Current	$	5.0	$	5.0
Long-term	1,503.3		1,473.5
Total	$	1,508.3	$	1,478.5

	March 31, 2026
(In millions)	Facility Limit	Outstanding Balance		Outstanding Letters of Credit		Available Credit
Revolving credit facility (a)	675.0	$	557.0	$	7.7	$	110.3

(a) Includes $50.0 million and $625.0 million of revolving credit commitments scheduled to mature on the earlier of (i) July 1, 2026 and (ii) the closing date on which the Clean Earth segment is sold in connection with the Merger agreement, as amended in February 2026, and September 5, 2029, respectively. Refer to Note 8, Debt and Credit Agreements in Part I. Financial Statements for more information related to the Company's Senior Secured Credit Facilities.

Debt Covenants

In November 2025, the Company entered into an amendment to the Credit Agreement to, among other things, modify certain levels of its total Net Debt to Consolidated Adjusted EBITDA ratio covenant and permit a distribution of the Company’s Clean Earth business, together with certain related transactions, including repayments of certain of the Company's existing indebtedness. The Company obtained the amendment because its forward-looking projections indicated that it may not meet the minimum level required by the net leverage coverage ratio and to allow for the strategic alternatives it is currently evaluating. As a result of this amendment, the total Net Debt to Consolidated Adjusted EBITDA ratio covenant was set to 5.50x for the quarters ended March 31, 2026, June 30, 2026 and September 30, 2026, 5.00x for the quarter ended December 31, 2026 and 4.50x for the quarter ended March 31, 2027. After giving effect to the distribution of the Company’s Clean Earth business, the total Net Debt to Consolidated Adjusted EBITDA ratio covenant will be set at 3.00x. The Company expects that it will maintain compliance with the amended covenants based on current forecasts.

Under the terms of the February 2025 amendment to the Company's Senior Secured Credit Facilities, the Company's required coverage of consolidated interest charges is set to a minimum of 2.50x for each quarter ended after December 31, 2024.

At March 31, 2026, the Company was in compliance with these covenants, as the total net debt to Consolidated Adjusted EBITDA ratio was 4.98x, compared to the permitted maximum ratio of 5.50x, and total interest coverage ratio was 2.78x, compared to the permitted minimum ratio of 2.50x. Based on balances and covenants in effect at March 31, 2026, the Company could increase net debt by $156.9 million and remain in compliance with these debt covenants. Alternatively, Consolidated Adjusted EBITDA could decrease by $28.5 million or interest expense could increase by $11.9 million and the Company would remain in compliance with these covenants at March 31, 2026. The Company believes it will maintain compliance with these covenants based on its current outlook. However, the Company’s estimates of compliance with these covenants could change in the future with a deterioration in economic conditions including continued softness in certain markets, changes to tariffs, higher than forecasted interest rate increases, the timing of working capital, including the collection of receivables, an inability to successfully realize increased pricing and implement cost reduction initiatives that mitigate the impacts of inflation and other factors that may adversely impact its compliance with covenants.

AR Facility

The Company maintains a revolving trade receivables securitization facility to accelerate cash flows from trade accounts receivable, which is scheduled to mature in October 2027. Under the AR Facility, the Company and its designated subsidiaries continuously sell their trade receivables as they are originated to the wholly-owned bankruptcy-remote SPE. The SPE transfers ownership and control of qualifying receivables to PNC up to a maximum purchase commitment of $160.0 million.

During the three months ended March 31, 2025, the Company received $10.0 million in proceeds from the AR Facility. No proceeds were received from the AR Facility during the three months ended March 31, 2026.

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Cash Management

The Company has various cash management systems throughout the world that centralize cash in various bank accounts where it is economically justifiable and legally permissible to do so. These centralized cash balances are then redeployed to other operations to reduce short-term borrowings and to finance working capital needs or capital expenditures. Due to the transitory nature of cash balances, they are normally invested in bank deposits that can be withdrawn at will or in very liquid short-term bank time deposits and government obligations. 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.

At March 31, 2026, the Company's consolidated cash and cash equivalents included $104.2 million held by non-U.S. subsidiaries and approximately 11.0% 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 $41.5 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. 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.

During the year ended December 31, 2025, in connection with the Company's contracts with certain customers, the Company's contingent commercial commitments were updated, in which the terms of the updated agreement with the issuing bank required cash collateral totaling $20.7 million to be held until the contingent commercial commitments are released. The Company funded this balance in 2025 and it was classified as Restricted Cash on the Company's Condensed Consolidated Balance Sheets at December 31, 2025. During the three months ended March 31, 2026, $6.2 million of this cash collateral was released back to the Company.

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 I, Item 1, Financial Statements.

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~2026-08-05 10-Q expected by 2026-08-12 (in 51 days)
~2026-11-10 10-Q expected by 2026-11-17 (in 148 days)
~2027-02-23 10-K expected by 2027-02-28 (in 253 days)
~2027-05-11 10-Q expected by 2027-05-18 (in 330 days)

Predicted from historical filing cadence; not an SEC commitment.

Recent SEC filings

2026-06-01 8-K Material Agreement Terminated; Completion of Acquisition/Disposition; Delisting Notice; Material Modification to Rights; Control Change; Financial Statements and Exhibits
2026-05-20 8-K Other Events; Financial Statements and Exhibits
2026-05-11 8-K Earnings Release; Financial Statements and Exhibits
2026-05-11 10-Q Quarterly Report
2026-04-29 10-K/A Annual Report (Amended)
2026-04-27 8-K Other Events; Financial Statements and Exhibits
2026-02-24 10-K Annual Report
2026-02-24 8-K Earnings Release; Financial Statements and Exhibits
2025-12-18 8-K Officer/Director Change; Financial Statements and Exhibits
2025-12-09 8-K Officer/Director Change; Financial Statements and Exhibits
2025-11-21 8-K Material Agreement Entered; Officer/Director Change; Other Events; Financial Statements and Exhibits
2025-11-10 10-Q Quarterly Report
2025-11-10 8-K Earnings Release; Financial Statements and Exhibits
2025-08-05 10-Q Quarterly Report
2025-08-05 8-K Earnings Release; Regulation FD Disclosure; Financial Statements and Exhibits

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