As discussed above in Note 1, Basis of Presentation, the transactions contemplated by the Separation Agreement and the Merger Agreement were completed on June 1, 2026, which included the sale of Legacy Enviri's Clean Earth segment to Veolia for a total purchase price of $3.0 billion, subject to customary post-closing adjustments. Of the total purchase price, $1.3 billion of cash proceeds was paid directly to the stockholders of CE Holdings, the former stockholders of Legacy Enviri, and the remaining $1.7 billion was settled through the CE Holdings Note.

The $1.3 billion of cash proceeds that was paid directly to the stockholders of CE Holdings is not recognized in the Condensed Consolidated Financial Statements.

CE's balance sheet positions as of December 31, 2025 are presented as Assets-held-for sale and Liabilities of assets held-for-sale in the Company's Condensed Consolidated Balance Sheets and are summarized as follows:


(in thousands)	December 31, 2025
Cash and cash equivalents	$	185

Other receivables	3,303
Inventories	8,829
Prepaid expenses	9,475
Other current assets	2,381
Plant, property and equipment	275,565
Right-of-use assets, net	98,055
Goodwill	379,299
Intangible assets, net	256,993

Other assets	3,143
Total assets (a)	$	1,037,228

Current maturities of long-term debt	$	11,501
Accounts payable	75,661
Accrued compensation	24,201

Current portion of operating lease liabilities	18,423
Other current liabilities	44,479
Long-term debt	50,237
Operating lease liabilities	81,281
Environmental liabilities	19,151
Deferred tax liabilities	49,856
Other liabilities	13,789
Total liabilities	$	388,579

(a) Excludes Trade accounts receivable, net, since CE's balances were sold to PNC Bank, National Association ("PNC") as part of the AR Facility as of December 31, 2025.

CE was historically reported as a separate reportable segment, with primary operations in the U.S. In accordance with U.S. GAAP, the results of CE are presented as discontinued operations and, as such, have been excluded from both continuing operations and segment results for the three and six months ended June 30, 2026 and 2025. Certain key selected financial information included in net income from discontinued operations for CE is as follows:


	Three Months Ended June 30				Six Months Ended June 30
(in thousands)	2026		2025		2026		2025
Amounts directly attributable to Clean Earth:
Service revenues	$	158,964	$	246,231	$	384,719	$	481,086
Cost of services sold	115,986		179,908		284,763		353,499
Income (loss) from discontinued operations	2,426		25,339		18,999		48,465
Additional amounts allocated to Clean Earth:
Selling, general and administrative expenses	$	—	$	2,143	$	—	$	2,143
Other (income) expense, net (a)	72,992		—		84,017		—
Interest expense	12,719		17,660		30,880		34,440
Facility fees and debt-related income (expense) (b)	7,199		2,465		9,273		4,661

(a) The Company has allocated directly attributable transaction costs to Discontinued Operations, including accelerated stock compensation expense and retention payments for CE employees.

(b) Primarily includes fees related to the AR Facility. The 2026 amounts also include the write-off of deferred financing costs of $5.6 million and Credit Facility amendment refinancing fees of $0.2 million.

The Company has retained corporate overhead expenses previously allocated to CE of $1.3 million and $1.9 million for the three months ended June 30, 2026 and 2025, respectively, and $3.2 million and $3.9 million for the six months ended June 30, 2026 and 2025, respectively, as part of Selling, general and administrative expenses on the Company's Condensed Consolidated Statements of Operations.

The following is selected financial information included on the Company's Condensed Consolidated Statements of Cash Flows attributable to CE:


	Six Months Ended June 30
(in thousands)	2026		2025
Cash flows from operating activities (non-cash)
Depreciation	$	18,659	$	19,169
Amortization	9,882		11,771
Cash flows from investing activities
Purchases of property, plant and equipment	(26,765)		(18,792)