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Enviri Q3 earnings: $6M continuing-operations profit

Enviri raised both segments’ 2026 outlooks and targets approximately $40 million in earnings growth over the next two years.

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Sentiment and the balance of points

Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.

Form Type
8-K

Rhea-AI Filing Summary

Enviri Corporation reported third-quarter 2026 revenue of $325 million and GAAP income from continuing operations of $6 million, compared with a $21 million loss a year earlier. Adjusted EBITDA was $47 million, up 21%; adjusted diluted EPS was a loss of $0.16. Net cash used in operating activities was $7 million, versus $34 million provided a year earlier, and adjusted free cash flow was negative $18 million versus negative $41 million. Nine-month GAAP loss from continuing operations was $313.6 million, versus $71.2 million in 2025.

Enviri raised its 2026 Adjusted EBITDA outlook to $180 million to $184 million for Harsco Environmental and $(7) million to $(10) million for Harsco Rail. Its internal improvement program targets approximately $40 million in earnings growth over the next two years. Harsco Rail’s agreement with Deutsche Bahn released it from all obligations under the ETO contract; Rail repaid $73 million of prior customer advances and received $8 million from GBM for project assets, and expects to receive up to an additional $34 million in coming quarters.

3 points · 1 major

How this balance works

Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.

It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.

Rhea-AI Sentiment measures something else, the tone of the wording.

1 major · 2 points

Hollow bars mark forward-looking points. How the balance works

Positive

  • Major point. Forward-looking: it has not happened yet and may not happen.2026 segment outlooks were raised: Environmental $180–$184 million; Rail $(7)–$(10) million.
  • Moderate pointAdjusted EBITDA reached $47 million, up 21% year over year.
  • Moderate pointContinuing-operations GAAP income was $6 million, versus a $21 million loss.

Negative

  • Major pointNine-month GAAP continuing-operations loss was $313.6 million, versus $71.2 million.
  • Moderate pointOperating cash flow used $7 million, versus $34 million provided in Q3 2025.

Filing Explained

The added balance-sheet snapshot shows that as of September 30, 2026, Enviri reported cash and cash equivalents of $226,307 thousand, separate restricted cash of $50,352 thousand, and debt listed as $8,202 thousand of current maturities and $381,226 thousand of long-term debt.

Item 2.02 Results of Operations and Financial Condition Financial
Disclosure of earnings results, typically an earnings press release or preliminary financials.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Q3 revenue $325 million Third quarter 2026
GAAP income from continuing operations $6 million Third quarter 2026; compared with a $21 million loss in Q3 2025
Adjusted EBITDA $47 million Third quarter 2026; up 21% year over year
Adjusted diluted EPS from continuing operations Loss of $0.16 per share Third quarter 2026; compared with a loss of $0.59 per share in Q3 2025
Net cash used by operating activities $7 million used Third quarter 2026; compared with $34 million provided in Q3 2025
GAAP loss from continuing operations $313.6 million Nine months ended September 30, 2026; compared with $71.2 million in the prior-year period
Harsco Environmental 2026 Adjusted EBITDA outlook $180 million to $184 million 2026 outlook
Harsco Rail 2026 Adjusted EBITDA outlook $(7) million to $(10) million 2026 outlook; stated as above 2025
Adjusted EBITDA financial
"Adjusted EBITDA totaled $47 million in the quarter"
Adjusted EBITDA is a way companies measure how much money they make from their core operations, like running a business, by removing certain costs or income that aren’t part of regular business activities. It helps investors see how well a company is doing without distractions from unusual expenses or gains, making it easier to compare companies or track performance over time.
Adjusted free cash flow financial
"Adjusted free cash flow is a non-GAAP financial measure"
Adjusted free cash flow is the amount of money a company generates from its operations after accounting for essential expenses and investments, like maintaining or upgrading equipment. It shows how much cash is truly available to grow the business, pay debts, or return to shareholders, helping investors see the company's financial health more clearly.
ETO contracts technical
"the impact of exiting two ETO contracts"
LIFO financial
"lower cost of sales using LIFO"
An accounting method that assumes the most recently acquired inventory items are sold first, so the newest costs flow into cost of goods sold while older costs stay on the balance sheet. Imagine a stack of boxes where you take from the top; when prices are rising, that top-first approach produces higher reported costs and lower reported profits, which can reduce taxes and change profit margins. Investors watch LIFO because it affects reported earnings, tax liabilities, and how comparable a company’s performance is to peers.
Revenue $325 million Compared with $325 million in Q3 2025
GAAP income from continuing operations $6 million Compared with a $21 million loss in Q3 2025
GAAP diluted EPS from continuing operations $0.16 per share Compared with a loss of $0.82 per share in Q3 2025
Adjusted EBITDA $47 million Up 21% year over year
Adjusted diluted EPS from continuing operations Loss of $0.16 per share Compared with a loss of $0.59 per share in Q3 2025
Net cash provided (used) by operating activities $7 million used Compared with $34 million provided in Q3 2025
Adjusted free cash flow $18 million used Compared with $41 million used in Q3 2025
Guidance

Raised 2026 Adjusted EBITDA outlook: Harsco Environmental, $180 million to $184 million; Harsco Rail, $(7) million to $(10) million.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How did Enviri (NVRI) perform in Q3 2026?

Enviri reported $325 million in revenue, $6 million of GAAP income from continuing operations and $47 million in Adjusted EBITDA, up 21% year over year. GAAP diluted EPS from continuing operations was $0.16, while adjusted diluted EPS was a loss of $0.16.

What is Enviri’s 2026 Adjusted EBITDA outlook?

Enviri raised its outlook to $180 million to $184 million for Harsco Environmental and $(7) million to $(10) million for Harsco Rail. The company cited higher volume expectations and business improvements, including cost optimization and productivity initiatives.

What drove the change in Enviri’s adjusted free cash flow?

The company attributed the year-over-year change to lower working capital in Harsco Rail, including the impact of exiting two ETO contracts, and lower financing costs. These were partially offset by working capital timing in Harsco Environmental.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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0002104052false00021040522026-11-052026-11-05

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) November 5, 2026
Enviri Corporation
(Exact name of registrant as specified in its charter)
Delaware001-4320741-2897233
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)
Two Logan Square
100-120 North 18th Street, 17th Floor
,
Philadelphia, Pennsylvania
19103
(Address of principal executive offices)(Zip Code)
Registrant’s telephone number, including area code (267) 857-8715
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common stock, par value $0.00001 per shareNVRINew York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
                                Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐



Item 2.02     Results of Operations and Financial Condition.
On November 5, 2026, Enviri Corporation (the “Company”) issued a press release announcing its earnings for the third quarter ended September 30, 2026. A copy of the press release is attached hereto as Exhibit 99.1.
The information is being furnished in this report and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933 or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 9.01    Financial Statements and Exhibits.
(d) Exhibits
The following exhibits are furnished as part of the Current Report on Form 8-K:
Exhibit 99.1
Earnings press release dated November 5, 2026.
Exhibit 104Cover Page Interactive Data File (embedded within the Inline XBRL document)



SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Enviri Corporation
Date:
November 5, 2026
/s/ PETER F. MINAN
Peter F. Minan
Executive Vice President and Chief Financial Officer






                    Exhibit 99.1
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image.jpg    
Investor ContactMedia Contact
David MartinKaren Tognarelli
+1.267.946.1407+1.717.480.6145
dmartin@enviri.comktognarelli@enviri.com

FOR IMMEDIATE RELEASE

Enviri Corporation Reports Third Quarter 2026 Results

•Revenues from Continuing Operations totaled $325 million, with strong growth at Harsco Environmental

•GAAP consolidated income from continuing operations of $6 million, including additional restructuring charges related to the Company's internal improvement program

•Adjusted EBITDA totaled $47 million, an increase of 21% YoY, with Harsco Environmental and Rail both exceeding expectations in the quarter

•GAAP diluted earnings per share from continuing operations of $0.16 and adjusted diluted loss per share of $0.16

•Internal improvement program underway, targeting $40 million in earnings benefits over the next two years

•Harsco Rail executes agreement with Deutsche Bahn that releases it from all obligations under ETO contract and Harsco Rail repaid prior customer advances of $73 million as anticipated; also, Harsco Rail received initial payment of $8 million from GBM for project assets under a previously disclosed agreement and Harsco Rail expects to receive up to an additional $34 million from GBM as part of this agreement in the coming quarters (see separate news release)

•Raises 2026 Adjusted EBITDA outlook for Harsco Environmental and Harsco Rail





PHILADELPHIA (Nov. 05, 2026) - Enviri Corporation (NYSE: NVRI) (the "Company") today reported third quarter 2026 results. On a GAAP basis, the third quarter of 2026 diluted earnings per share from continuing operations was $0.16, including restructuring costs in Harsco Environmental, a gain related to the initial payment received from GBM for project-related assets following Rail's Deutsche Bahn contract exit, a favorable adjustment to the exit reserve for the Deutsche Bahn contract due to the release of performance bonds, and additional expenses related to the sale of Clean Earth and spin-off of Harsco Environmental and Harsco Rail. The adjusted diluted loss per share from continuing operations in the third quarter of 2026 was $0.16. These figures compare with a third quarter 2025 GAAP diluted loss per share from continuing operations of $0.82, which included strategic expenses and restructuring costs, and an adjusted diluted loss per share from continuing operations of $0.59.

The GAAP consolidated earnings from continuing operations for the third quarter of 2026 was $6 million, while Adjusted EBITDA excluding unusual items totaled $47 million in the quarter.

“We experienced continued momentum across both of our businesses in the third quarter, with Enviri delivering adjusted earnings growth of more than 20% for the second consecutive quarter and achieving better than anticipated results,” said Enviri President and CEO Russell Hochman. “Both businesses, in fact, reported their highest quarterly earnings in approximately two years, with this performance supported by strong operational execution. Based on these results, we have raised our full-year Adjusted EBITDA outlook.”

“In the third quarter, we completed the final assessment phase of our internal improvement program,” continued Hochman. “Based on our assessment, we expect to deliver approximately $40 million in earnings growth over the next two years through actions already underway and additional measures planned for the coming quarters as part of the program. These initiatives are designed to improve underlying performance across market cycles, while positioning the Company to deliver additional upside in healthier demand environments. Together, we believe these actions provide a strong foundation for sustainable earnings growth, cash flow generation and long-term shareholder value creation.”

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Enviri Corporation—Selected Third Quarter Results
($ in millions, except per share amounts)Q3 2026Q3 2025
Revenues - GAAP$325 $325 
Operating income/(loss) from continuing operations - GAAP$24 $(8)
Income (loss) from continuing operations - GAAP$6 $(21)
Diluted EPS from continuing operations - GAAP$0.16 $(0.82)
Adjusted EBITDA$47 $39 
Adjusted EBITDA margin14.4 %11.9 %
Adjusted diluted EPS from continuing operations$(0.16)$(0.59)
Note: Adjusted diluted earnings (loss) per share from continuing operations, Adjusted EBITDA and Adjusted EBITDA margin presented throughout this release are adjusted for unusual items; in addition, adjusted diluted earnings per share from continuing operations is adjusted for acquisition-related amortization expense. See below for definitions of these non-GAAP measures and reconciliations to the most directly comparable GAAP financial measures.

Consolidated Third Quarter Operating Results
Consolidated revenues from continuing operations were $325 million. Harsco Environmental realized an increase in revenues compared with the third quarter of 2025, while revenues for Harsco Rail were lower year-over-year as anticipated.

The Company's GAAP consolidated earnings from continuing operations was $6 million for the third quarter of 2026, compared with a GAAP consolidated loss of $21 million in the same quarter of 2025. Meanwhile, Adjusted EBITDA totaled $47 million in the third quarter of 2026 versus $39 million in the third quarter of the prior year, with both segments realizing an improvement in results.

Note that prior period results exclude Clean Earth (reported as Discontinued Operations) and reflect that central costs previously allocated to Clean Earth ($1.9 million per quarter) are included in the Corporate segment.

Third Quarter Business Review

Harsco Environmental
($ in millions)Q3 2026Q3 2025
Revenues$273 $261 
Operating income (loss) - GAAP$20 $13 
Adjusted EBITDA$50 $44 
Adjusted EBITDA margin18.2 %17.0 %

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Harsco Environmental revenues totaled $273 million in the third quarter of 2026, an increase of 5% compared with the prior-year quarter. This revenue increase is attributable to higher volumes and services pricing. The segment's GAAP operating income was $20 million, and Adjusted EBITDA totaled $50 million in the third quarter of 2026. These figures compare with GAAP operating income of $13 million and Adjusted EBITDA of $44 million in the prior-year period. The year-on-year change in adjusted earnings reflects the above-mentioned factors as well as internal improvement actions. As a result, Harsco Environmental's Adjusted EBITDA margin increased to 18.2% in the third quarter of 2026 versus 17.0% in the comparable quarter of 2025.

Harsco Rail
($ in millions)Q3 2026Q3 2025
Revenues - GAAP$52 $64 
Operating income (loss) - GAAP$19 $(9)
Adjusted EBITDA$1 $(4)
Adjusted EBITDA margin1.6 %(5.7)%

Harsco Rail revenues in the third quarter of 2026 totaled $52 million. The change in revenues compared with the prior-year period is attributable to lower volumes, including equipment volumes as a result of Rail exiting its contracts with Network Rail and Deutsche Bahn. The segment's GAAP operating income was $19 million, and Adjusted EBITDA was $1 million in the third quarter of 2026. These figures compare with a GAAP operating loss of $9 million and an Adjusted EBITDA loss of $4 million in the prior-year period. The year-on-year change in adjusted earnings is attributable to lower operating costs (including the impact of lower cost of sales using LIFO) and a more favorable business mix.

Cash Flow
Net cash used by operating activities was $7 million in the third quarter of 2026, compared with net cash provided by operating activities of $34 million in the prior-year period. Adjusted free cash flow was $(18) million in the third quarter of 2026, compared with $(41) million in the prior-year period (excluding Clean Earth and any transaction-related expenditures). The change in adjusted free cash flow compared with the prior-year quarter is attributable to lower working capital in Harsco Rail (including the impact of exiting two ETO contracts) and lower financing costs, partially offset by working capital timing in Harsco Environmental.


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2026 Outlook
The Company has increased its Adjusted EBITDA outlook for Harsco Environmental and Rail, reflecting higher volume expectations (including for services in HE and aftermarket in Rail) as well as business improvements. These improvements include cost benefits from structural cost optimization and productivity initiatives implemented in recent months. Key business drivers for each segment in 2026 are as follows:

Harsco Environmental Adjusted EBITDA of $180 million to $184 million, which is above prior-year results. Higher demand for services and products, along with new sites and improvement initiatives, are expected to be partially offset by site exits and certain 2025 items that are not anticipated to repeat in 2026, such as the recovery of certain sales tax expenses in Brazil.

Harsco Rail Adjusted EBITDA of $(7) million to $(10) million, which is above 2025 as a result of higher aftermarket contributions as well as cost optimization and productivity initiatives, partially offset by lower standard equipment and contracted services demand.

Conference Call
The Company will hold a conference call today at 9.00 a.m. Eastern Time to discuss its results and respond to questions from the investment community. Those who wish to listen to the conference call webcast should visit investors.enviri.com, or by dialing (800) 715-9871 or (646) 307-1963 for international callers. Please ask to join the Enviri Corporation call or Conference ID 1227167. Listeners are advised to dial in approximately ten minutes prior to the call. If you are unable to listen to the live call, the webcast will be archived on the Company’s website.

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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 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 regarding the expected effects of the transactions consummated under the Merger Agreement and 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, including those under "2026 Outlook". 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 possibility that the Merger and Separation may not ultimately achieve the expected benefits; (2) the Company's ability to effectively implement its business strategy and improvement initiatives and realize the expected benefits therefrom; (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 and safety laws and regulations; (5) the Company’s inability to obtain, renew, or maintain compliance with its operating permits or license agreements; (6) various economic, business, and regulatory risks associated with the industries in which the Company operates; (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 attract and effectively retain key management and employees, including due to unanticipated changes to demand for the Company’s
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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 (27) 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 under the heading, "Risk Factors," of the Company's Information Statement, dated May 8, 2026, and attached as Exhibit 99.1 to the Company's Current Report on Form 8-K furnished to the SEC on May 11, 2026. 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.

Non-GAAP Measures
Measurements of financial performance not calculated in accordance with GAAP should be considered as supplements to, and not substitutes for, performance measurements calculated or derived in accordance with GAAP. Any such measures are not necessarily comparable to other similarly-titled measurements employed by other companies. The most comparable GAAP measures are included within the definitions below and reconciliations of these non-GAAP measures to the most directly comparable GAAP financial measures are included at the end of this press release.

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Adjusted diluted earnings (loss) per share from continuing operations: Adjusted diluted earnings (loss) per share from continuing operations is a non-GAAP financial measure and consists of diluted earnings (loss) per share from continuing operations adjusted for unusual items and acquisition-related intangible asset amortization expense. It is important to note that such intangible assets contribute to revenue generation and that intangible asset amortization related to past acquisitions will recur in future periods until such intangible assets have been fully amortized. The Company’s management believes Adjusted diluted earnings (loss) per share from continuing operations is useful to investors because it provides an overall understanding of the Company’s historical and future prospects. Exclusion of unusual items permits evaluation and comparison of results for the Company’s core business operations, and it is on this basis that management internally assesses the Company’s performance. Exclusion of acquisition-related intangible asset amortization expense, the amount of which can vary by the timing, size, and nature of the Company’s acquisitions, facilitates more consistent internal comparisons of operating results over time between the Company’s newly acquired and long-held businesses, and comparisons with both acquisitive and non-acquisitive peer companies.

Adjusted EBITDA: Adjusted EBITDA is a non-GAAP financial measure and consists of income (loss) from continuing operations adjusted to add back income tax expense; equity income of unconsolidated entities, net; net interest expense; defined benefit pension income (expense); facility fees and debt-related income (expense); stock-based compensation expense; and depreciation and amortization (excluding amortization of deferred financing costs); and excludes unusual items. Segment Adjusted EBITDA consists of operating income from continuing operations adjusted to exclude unusual items and add back depreciation and amortization (excluding amortization of deferred financing costs). The sum of the Segments’ Adjusted EBITDA and Corporate Adjusted EBITDA (which is adjusted for all stock-based compensation expense) equals consolidated Adjusted EBITDA. The Company‘s management believes Adjusted EBITDA is meaningful to investors because management reviews Adjusted EBITDA in assessing and evaluating performance.

Adjusted free cash flow: Adjusted free cash flow is a non-GAAP financial measure and consists of net cash provided (used) by operating activities less capital expenditures and expenditures for intangible assets; and plus capital expenditures for strategic ventures, total proceeds from sales of assets and certain transaction-related / debt-refinancing expenditures. Adjusted free cash flow also excludes the impact of the Clean Earth business. The Company's management believes that Adjusted free cash flow is important to management and useful to investors as a supplemental measure as it indicates the cash flow available for working capital needs, repay debt obligations, invest in future growth through new business development activities, conduct strategic acquisitions or other uses of cash. It is important to note that Adjusted free cash flow does not represent the total residual cash flow
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available for discretionary expenditures since other non-discretionary expenditures, such as mandatory debt service requirements and settlements of foreign currency forward exchange contracts, are not deducted from this measure. This presentation provides a basis for comparison of ongoing operations and prospects.
# # #

About Enviri
Enviri is a global market leader providing environmental and operational solutions to the metal and rail industries. Based in Philadelphia, Pennsylvania, and operating in more than 30 countries, the company leverages over 170 years of industrial expertise to help customers improve operational performance, recover value from byproducts, enhance sustainability, and maintain critical infrastructure. Enviri's divisions, Harsco Environmental and Harsco Rail, combine deep operational capabilities with innovative technologies and global scale to deliver long-term value for customers, communities, and shareholders. Learn more at enviri.com.



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ENVIRI CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
Three Months EndedNine Months Ended
September 30September 30
(In thousands, except per share amounts)2026202520262025
Revenues from continuing operations:
Service revenues$261,272 $255,824 $777,398 $756,392 
Product revenues63,757 68,940 195,520 197,397 
Product revenues - Rail contract exit-related adjustments— — (136,499)— 
Total revenues325,029 324,764 836,419 953,789 
Costs and expenses from continuing operations:
Cost of services sold211,221 210,894 638,944 624,608 
Cost of products sold49,041 64,026 171,444 184,743 
Cost of products sold - Rail contract exit-related adjustments(11,511)— 59,379 — 
Selling, general and administrative expenses55,806 51,761 157,236 157,605 
Research and development expenses581 783 1,653 2,092 
Property, plant and equipment impairment charge— — — 7,386 
Other expense (income), net(3,657)5,377 34,523 11,967 
Total costs and expenses301,481 332,841 1,063,179 988,401 
Operating income (loss) from continuing operations23,548 (8,077)(226,760)(34,612)
Interest income2,539 552 3,577 1,420 
Interest expense(7,796)(8,873)(24,562)(26,318)
Facility fees and debt-related income (expense)(162)(133)(700)(703)
Defined benefit pension income (expense)(3,919)(5,490)(11,773)(16,246)
Income (loss) from continuing operations before income taxes and equity in income
14,210 (22,021)(260,218)(76,459)
Income tax benefit (expense) from continuing operations(7,804)793 (53,498)5,118 
Equity in income (loss) of unconsolidated entities, net
31 39 104 111 
Income (loss) from continuing operations6,437 (21,189)(313,612)(71,230)
Discontinued operations:
Income (loss) from discontinued operations(1,396)155 (109,568)4,908 
Income tax benefit (expense) from discontinued operations(670)(1,196)23,503 (10,474)
Income (loss) from discontinued operations, net of tax(2,066)(1,041)(86,065)(5,566)
Net income (loss)4,371 (22,230)(399,677)(76,796)
Less: Net loss (income) attributable to noncontrolling interests(1,904)(955)(4,516)(3,214)
Net income (loss) attributable to Enviri Corporation$2,467 $(23,185)$(404,193)$(80,010)
Amounts attributable to Enviri Corporation common stockholders:
Income (loss) from continuing operations, net of tax$4,533 $(22,144)$(318,128)$(74,444)
Income (loss) from discontinued operations, net of tax(2,066)(1,041)(86,065)(5,566)
Net income (loss) attributable to Enviri Corporation common stockholders$2,467 $(23,185)$(404,193)$(80,010)
Weighted-average shares of common stock outstanding (a)28,169 26,888 27,828 26,848 
Basic earnings (loss) per common share attributable to Enviri Corporation common stockholders:
Continuing operations$0.16 $(0.82)$(11.43)$(2.77)
Discontinued operations(0.07)(0.04)(3.09)(0.21)
Basic earnings (loss) per share attributable to Enviri Corporation common stockholders (b)
$0.09 $(0.86)$(14.52)$(2.98)
Diluted weighted-average shares of common stock outstanding (a)28,631 26,888 27,828 26,848 
Diluted earnings (loss) per common share attributable to Enviri Corporation common stockholders:
Continuing operations$0.16 $(0.82)$(11.43)$(2.77)
Discontinued operations(0.07)(0.04)(3.09)(0.21)
Diluted earnings (loss) per share attributable to Enviri Corporation common stockholders (b)
$0.09 $(0.86)$(14.52)$(2.98)
(a)
Weighted-average shares outstanding and earnings per share amounts for periods prior to the completion of the spin off have been retrospectively adjusted to reflect the impact of the Transactions on the Company's capital structure.
(b)Earnings (loss) per share attributable to Enviri Corporation common stockholders is calculated based on actual amounts. As a result, these per share amounts may not total due to rounding.
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ENVIRI CORPORATION
CONSOLIDATED BALANCE SHEETS
(Unaudited)


(In thousands)
September 30
2026
December 31
2025
ASSETS
Current assets:
Cash and cash equivalents$226,307 $103,487 
Restricted cash50,352 21,677 
Trade accounts receivable, net268,438 267,439 
Other receivables33,865 43,627 
Inventories132,272 171,718 
Current portion of contract assets31,710 26,968 
Prepaid expenses
41,323 52,521 
Current portion of assets held-for-sale— 24,173 
Other current assets18,576 9,256 
Total current assets802,843 720,866 
Property, plant and equipment, net399,570 424,099 
Right-of-use assets, net
33,542 34,267 
Goodwill373,517 379,381 
Intangible assets, net14,102 16,095 
Retirement plan assets57,579 55,743 
Deferred income tax assets9,063 45,352 
Assets held-for-sale
— 1,013,055 
Other assets40,825 53,931 
Total assets$1,731,041 $2,742,789 
LIABILITIES
Current liabilities:
Short-term borrowings$403 $11,490 
Current maturities of long-term debt8,202 14,373 
Accounts payable154,048 163,989 
Accrued compensation53,197 43,130 
Income taxes payable7,983 4,268 
Reserve for contracts174,802 61,037 
Current portion of advances on contracts8,376 7,982 
Current portion of operating lease liabilities
11,056 11,654 
Derivative liabilities11,398 20,839 
Current portion of liabilities held-for-sale— 174,265 
Other current liabilities113,652 121,182 
Total current liabilities543,117 634,209 
Long-term debt381,226 1,480,072 
Retirement plan liabilities23,346 26,208 
Operating lease liabilities
23,424 23,373 
Environmental liabilities19,105 19,105 
Deferred tax liabilities6,807 5,766 
Liabilities held-for-sale— 214,314 
Other liabilities38,588 44,155 
Total liabilities1,035,613 2,447,202 
ENVIRI CORPORATION STOCKHOLDERS’ EQUITY
Common stock— 149,519 
Additional paid-in capital4,304 273,436 
Accumulated other comprehensive loss(490,483)(514,481)
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Retained earnings1,137,131 1,211,234 
Treasury stock(1,551)(864,646)
Total Enviri Corporation stockholders’ equity649,401 255,062 
Noncontrolling interests46,027 40,525 
Total equity695,428 295,587 
Total liabilities and equity$1,731,041 $2,742,789 

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ENVIRI CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
Three Months Ended September 30
Nine Months Ended September 30
(In thousands)2026202520262025
Cash flows from operating activities:
Net income (loss)$4,371 $(22,230)$(399,677)$(76,796)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation28,105 39,358 104,943 113,701 
Amortization1,089 7,757 14,742 22,721 
Deferred income tax (benefit) expense2,720 (6,267)13,139 (14,266)
Equity in (income) loss of unconsolidated entities, net(31)(39)(104)(111)
Dividends from unconsolidated entities— 77 — 77 
Right-of-use assets2,459 8,201 17,526 23,328 
Property, plant and equipment impairment charge— — — 7,386 
Stock-based compensation3,624 5,747 15,097 15,507 
Contract exit charges— — 74,969 — 
Other, net(2,172)(2,955)(995)(6,104)
Changes in assets and liabilities, net of acquisitions and dispositions of businesses:
Accounts receivable(27,852)11,206 (197,972)(2,681)
Inventories1,366 (319)17,992 (7,602)
Contract assets(4,337)(7,045)(8,854)5,368 
Accounts payable(1,662)2,850 (22,018)13,566 
Accrued interest payable4 (7,670)(11,419)(7,131)
Accrued compensation12,433 5,913 (4,284)(5,520)
Advances on contracts and other customer advances(419)863 115 (17,461)
Operating lease liabilities(2,616)(8,149)(17,246)(23,227)
Retirement plan liabilities, net3,384 4,920 10,450 14,637 
Reserve for contracts(13,987)(3,089)115,532 (9,566)
Other assets and liabilities(13,389)5,306 (4,248)17,182 
Net cash (used) provided by operating activities(6,910)34,435 (282,312)63,008 
Cash flows from investing activities:
Purchases of property, plant and equipment(21,289)(31,757)(89,676)(92,416)
Proceeds from CE Holdings Note— — 1,724,804 — 
Deposit for commercial commitments— — (25,000)— 
Proceeds from sales of assets4,459 2,051 11,478 5,815 
Expenditures for intangible assets— (63)(208)(114)
Net proceeds (payments) from settlement of foreign currency forward exchange contracts552 (23)1,404 (4,319)
Net cash (used) provided by investing activities(16,278)(29,792)1,622,802 (91,034)
Cash flows from financing activities:
Short-term borrowings, net300 (2,375)(7,438)3,456 
Borrowings and repayments under Revolving Credit Facility, net— 20,000 (526,000)82,000 
Repayments of Term Loan— (1,250)(106,806)(3,750)
Repayments of Senior Notes— — (475,000)— 
Cash paid for finance leases and other long-term debt(2,269)(4,517)(12,876)(14,186)
Proceeds from other long-term debt
— 566 — 566 
Contributions from noncontrolling interests186 — 186 — 
Settlement of stock appreciation rights— — (16,529)— 
Stock-based compensation - Employee taxes paid(1,949)(22)(40,058)(1,556)
Other financing activities, net— — (2,802)— 
Net cash (used) provided by financing activities(3,732)12,402 (1,187,323)66,530 
Effect of exchange rate changes on cash and cash equivalents, including restricted cash237 439 (1,856)2,357 
Net increase (decrease) in cash and cash equivalents, including restricted cash(26,683)17,484 151,311 40,861 
Cash and cash equivalents, including restricted cash and cash included in Current portion of assets held-for-sale, at beginning of period303,342 113,535 125,348 90,158 
Cash and cash equivalents, including restricted cash, at end of period$276,659 $131,019 $276,659 $131,019 
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ENVIRI CORPORATION
REVIEW OF OPERATIONS BY SEGMENT
(Unaudited)

Three Months Ended
September 30, 2026September 30, 2025
(In thousands)RevenuesOperating
Income (Loss)
RevenuesOperating Income (Loss)
Harsco Environmental$273,377 $19,519 $261,131 $13,234 
Harsco Rail51,652 18,605 63,633 (8,634)
Corporate— (14,576)— (12,677)
Consolidated Totals$325,029 $23,548 $324,764 $(8,077)
Nine Months Ended
September 30, 2026September 30, 2025
(In thousands)RevenuesOperating
Income (Loss)
RevenuesOperating Income (Loss)
Harsco Environmental$796,254 $42,524 $762,246 $27,558 
Harsco Rail40,165 (205,438)191,543 (21,821)
Corporate— (63,846)— (40,349)
Consolidated Totals$836,419 $(226,760)$953,789 $(34,612)



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ENVIRI CORPORATION
RECONCILIATION OF ADJUSTED INCOME (LOSS) FROM CONTINUING OPERATIONS TO INCOME (LOSS) FROM CONTINUING OPERATIONS, NET OF TAX, AS REPORTED
(Unaudited)
Three Months EndedNine Months Ended
September 30September 30
(in thousands, except per share amounts)2026202520262025
Income (loss) from continuing operations, net of tax, as reported$4,533 $(22,144)$(318,128)$(74,444)
Adjustments:
Change in provision for forward losses and other contract-related costs on certain contracts (a)
— 1,627 — 7,029 
Contract exits and GBM gain (a)(e)
(19,106)— 188,284 — 
Strategic costs (b)(g)
3,876 1,115 34,649 3,965 
Restructuring and related costs (d)(g)
6,412 5,435 16,971 8,768 
Adjustment to contract termination charge (c)
— (1,103)— (3,352)
Site exit costs (f)(h)
— — — 10,281 
Income tax impact from adjustments above (i)
(916)(1,553)32,340 (4,848)
Adjusted income (loss) from continuing operations, including acquisition amortization expense(5,201)(16,623)(45,884)(52,601)
Acquisition amortization expense, net of tax (j)
614 819 2,266 2,008 
Adjusted income (loss) from continuing operations, net of tax$(4,587)$(15,804)$(43,618)$(50,593)
Diluted weighted average shares of common stock outstanding28,63126,88827,82826,848
Diluted earnings (loss) per share from continuing operations, as reported (k)
$0.16 $(0.82)$(11.43)$(2.77)
Adjusted diluted earnings (loss) per share from continuing operations (k)(m)
$(0.16)$(0.59)$(1.57)$(1.88)

(a)
Classified in Total revenues, which included a $136.5 million decrease for the nine months ended September 30, 2026 and a $12.2 million increase for the nine months ended September 30, 2025, as well as in Cost of products sold, which included a $11.2 million decrease and a $59.7 million increase in expense for the three and nine months ended September 30, 2026, respectively, and a $1.6 million and $19.2 million increase in expense for the three and nine months ended September 30, 2025, respectively.
(b)
Classified in Selling, general and administrative expenses for costs incurred during the three and nine months ended September 30, 2026 and 2025.
(c)
Classified in Selling, general and administrative expenses during the three and nine months ended September 30, 2025
(d)
Classified in Selling, general and administrative expenses during the three and nine months ended September 30, 2026.
(e)
Classified in Other expense (income), net during the three and nine months ended September 30, 2026 for $7.9 million.
(f)
Classified in Other expense (income), net during the nine months ended September 30, 2025.
(g)
Classified in Other expense (income), net for costs incurred during the three and nine months ended September 30, 2026 and 2025.
(h)
Classified in Property, plant and equipment impairment charge during the nine months ended September 30, 2025
(i)
Unusual items are tax-effected at the global effective tax rate before discrete items in effect during the year the unusual item is recorded.
The nine months ended September 30, 2026 includes the $34.0 million deferred tax asset write-off as a result of the sale of Clean Earth.
(j)
Pre-tax acquisition amortization expense was $0.6 million and $2.3 million for the three and nine months ended September 30, 2026, respectively, and $0.9 million and $2.2 million for the three and nine months ended September 30, 2025, respectively.
(k)Amounts above are rounded and recalculation may not yield precise results.
(m)
The diluted weighted average shares used to calculate Adjusted diluted earnings (loss) per share from continuing operations was 28,169 for the three months ended September 30, 2026, which excludes the dilutive effect of stock-based compensation.

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ENVIRI CORPORATION
RECONCILIATION OF ADJUSTED EBITDA BY SEGMENT TO OPERATING INCOME (LOSS), AS REPORTED, BY SEGMENT (Unaudited)

(In thousands)Harsco
Environmental
Harsco
Rail
CorporateConsolidated Totals
Three Months Ended September 30, 2026:
Operating income (loss), as reported$19,519 $18,605 $(14,576)$23,548 
Strategic costs88 — 3,788 3,876 
Restructuring and related costs3,051 — 3,361 6,412 
Contract exits and GBM gain— (19,106)— (19,106)
Operating income (loss), adjusted22,658 (501)(7,427)14,730 
Stock-based compensation— — 3,501 3,501 
Depreciation26,602 1,287 216 28,105 
Amortization569 54 — 623 
Adjusted EBITDA$49,829 $840 $(3,710)$46,959 
Revenues, as reported$273,377 $51,652 $325,029 
Adjusted EBITDA margin (%) 18.2 %1.6 %14.4 %
Three Months Ended September 30, 2025:
Operating income (loss), as reported$13,234 $(8,634)$(12,677)$(8,077)
Strategic costs— — 1,115 1,115 
Restructuring and related costs3,519 1,916 — 5,435 
Adjustment to contract termination charge(1,103)— — (1,103)
Change in provision for forward losses and other contract-related costs on certain contracts— 1,627 — 1,627 
Operating income (loss), excluding unusual items15,650 (5,091)(11,562)(1,003)
Stock-based compensation— — 9,420 9,420 
Depreciation28,047 1,151 225 29,423 
Amortization567 299 — 866 
Adjusted EBITDA$44,264 $(3,641)$(1,917)$38,706 
Revenues, as reported$261,131 $63,633 $324,764 
Adjusted EBITDA margin (%) 17.0 %(5.7)%11.9 %





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ENVIRI CORPORATION
RECONCILIATION OF ADJUSTED EBITDA BY SEGMENT TO OPERATING INCOME (LOSS), AS REPORTED, BY SEGMENT
(Unaudited)

(In thousands)Harsco EnvironmentalHarsco
Rail
CorporateConsolidated Totals
Nine Months Ended September 30, 2026:
Operating income (loss), as reported$42,524 $(205,438)$(63,846)$(226,760)
Strategic costs2,353 — 32,296 34,649 
Restructuring and related costs5,536 8,074 3,361 16,971 
Contract exits and GBM gain— 188,284 — 188,284 
Operating income (loss), adjusted50,413 (9,080)(28,189)13,144 
Stock-based compensation— — 7,675 7,675 
Depreciation81,936 3,668 680 86,284 
Amortization1,709 584 — 2,293 
Adjusted EBITDA$134,058 $(4,828)$(19,834)$109,396 
Revenues, as reported$796,254 $40,165 $836,419 
Contract exits— 136,499 136,499 
Revenues, adjusted$796,254 $176,664 $972,918 
Adjusted EBITDA margin (%)16.8 %(2.7)%11.2 %
Nine Months Ended September 30, 2025:
Operating income (loss), as reported$27,558 $(21,821)$(40,349)$(34,612)
Change in provision for forward losses and other contract-related costs on certain contracts— 7,029 — 7,029 
Strategic costs— — 3,965 3,965 
Adjustment to contract termination charge(3,352)— — (3,352)
Site exit costs10,281 — — 10,281 
Restructuring and related costs6,852 1,916 — 8,768 
Operating income (loss), adjusted41,339 (12,876)(36,384)(7,921)
Stock-based compensation— — 17,391 17,391 
Depreciation80,602 3,234 761 84,597 
Amortization1,678 472 — 2,150 
Adjusted EBITDA$123,619 $(9,170)$(18,232)$96,217 
Revenues, as reported$762,246 $191,543 $953,789 
Adjusted EBITDA margin (%) 16.2 %(4.8)%10.1 %
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ENVIRI CORPORATION
RECONCILIATION OF CONSOLIDATED ADJUSTED EBITDA TO CONSOLIDATED INCOME (LOSS) FROM CONTINUING OPERATIONS AS REPORTED (Unaudited)

Three Months Ended
September 30
(In thousands)20262025
Consolidated income (loss) from continuing operations$6,437 $(21,189)
Add back (deduct):
Equity in (income) loss of unconsolidated entities, net(31)(39)
Income tax expense (benefit) from continuing operations7,804 (793)
Defined benefit pension expense (income)3,919 5,490 
Facility fees and debt-related expense (income)162 133 
Interest expense7,796 8,873 
Interest income(2,539)(552)
Depreciation28,105 29,423 
Amortization623 866 
Stock-based compensation3,501 9,420 
Unusual items:
Change in provision for forward losses and other contract-related costs on certain contracts— 1,627 
Strategic costs3,876 1,115 
Restructuring and related costs6,412 5,435 
Contract exits and GBM gain(19,106)— 
Adjustment to contract termination charge— (1,103)
Consolidated Adjusted EBITDA$46,959 $38,706 

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ENVIRI CORPORATION
RECONCILIATION OF ADJUSTED EBITDA TO CONSOLIDATED INCOME (LOSS) FROM CONTINUING OPERATIONS AS REPORTED
(Unaudited)

Nine Months Ended
September 30
(In thousands)20262025
Consolidated income (loss) from continuing operations$(313,612)$(71,230)
Add back (deduct):
Equity in (income) loss of unconsolidated entities, net(104)(111)
Income tax expense (benefit) from continuing operations53,498 (5,118)
Defined benefit pension expense11,773 16,246 
Facility fee and debt-related expense700 703 
Interest expense24,562 26,318 
Interest income(3,577)(1,420)
Depreciation86,284 84,597 
Amortization2,293 2,150 
Stock-based compensation7,675 17,391 
Unusual items:
Change in provision for forward losses and other contract-related costs— 7,029 
Strategic costs34,649 3,965 
Restructuring and related costs16,971 8,768 
Contract exits and GBM gain188,284 — 
Adjustment to contract termination charge— (3,352)
Site exit costs— 10,281 
Adjusted EBITDA$109,396 $96,217 



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ENVIRI CORPORATION
RECONCILIATION OF PROJECTED ADJUSTED EBITDA BY SEGMENT USING MID-RANGE POINTS FOR EACH TO PROJECTED OPERATING INCOME (LOSS) BY SEGMENT
(Unaudited)

(Amounts in millions) (a)Harsco EnvironmentalHarsco
Rail
Projected Twelve Months Ending December 31, 2026
Projected operating income (loss)$63 $(210)
Strategic costs2 — 
Restructuring and related costs6 8 
Contract exits and GBM gain— 188 
Operating income (loss), adjusted71 (14)
Depreciation109 5 
Amortization2 1 
Projected adjusted EBITDA$182 $(8)
Adjusted revenues$1,037 $231 
Adjusted EBITDA margin (%)17.6 %(3.6)%
(a)Amounts are presented above rounded in millions. As a result, minor differences may exist due to rounding.
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ENVIRI CORPORATION
RECONCILIATION OF ADJUSTED FREE CASH FLOW TO NET CASH PROVIDED (USED) BY OPERATING ACTIVITIES
(Unaudited)
Three Months EndedNine Months Ended
September 30September 30
(In thousands)2026202520262025
Net cash provided (used) by operating activities$(6,910)$34,435 $(282,312)$63,008 
Less capital expenditures(21,289)(31,757)(89,676)(92,416)
Less expenditures for intangible assets— (63)(208)(114)
Plus capital expenditures for strategic ventures (a)347 194 687 1,329 
Plus total proceeds from sales of assets (b)4,459 2,051 11,478 5,815 
Plus transaction-related expenditures (c)5,680 741 141,948 741 
Plus repayment of revolving trade receivables securitization facility (d)— — 160,000 — 
Clean Earth free cash flow deficit (benefit)— (46,653)8,089 (91,722)
Adjusted free cash flow$(17,713)$(41,052)$(49,994)$(113,359)
(a)Capital expenditures for strategic ventures represent the partner’s share of capital expenditures in certain ventures consolidated in the Company’s consolidated financial statements.
(b)Asset sales are a normal part of the business model, primarily for the Harsco Environmental segment.
(c)Includes expenditures directly associated with the Company's divestiture of Clean Earth.
(d)Includes the repurchase of accounts receivable related to the Company's revolving trade receivables securitization facility that was required to be terminated with the sale of Clean Earth.




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