MTX Minerals Technologies Inc - 10-K

Item 1A.  Risk Factors

Our business faces significant risks. Set forth below are all risks that we believe are material at this time. Our business, financial condition, and results of operations could be materially adversely affected by any of these risks. These risks should be read in conjunction with the other information in this Annual Report on Form 10-K.

Industry and Market Risks

Worldwide general economic, business, and industry conditions may have an adverse effect on the Company’s results.

The Company’s business and operating results are affected by worldwide and regional economic, business, and industry conditions. In recent years, we have experienced, among other things, declining consumer and business confidence, volatile raw material prices, instability in credit markets, high unemployment, fluctuating interest and exchange rates, and other challenges in the countries in which we operate. Uncertainty or a deterioration in the economic conditions affecting the businesses to which, or geographic areas in which, we sell products could reduce demand for our products and inflationary pressures may increase our costs. The Company’s customers and potential customers may experience deterioration of their businesses, cash flow shortages, and difficulty obtaining financing. As discussed below, the industries we serve have in the past been adversely affected by the uncertain global economic climate due to the cyclical nature of their businesses. As a result, existing or potential customers may reduce or delay their growth and investments and their plans to purchase products, pursue inventory reduction measures, and may not be able to fulfill their obligations in a timely fashion. Further, suppliers could experience similar conditions, which could affect their ability to fulfill their obligations to the Company. We may also experience pricing pressure on products and services, or be unsuccessful in passing along to our customers an increase in our raw materials costs or energy prices, which could decrease our revenues and have an adverse effect on our financial condition and cash flows. Adversity within capital markets may also impact the Company’s results of operations by negatively affecting the amount of expense the Company records for its pension and other postretirement benefit plans. Actuarial valuations used to calculate income or expense for the plans reflect assumptions about financial market and other economic conditions – the most significant of which are the discount rate and the expected long-term rate of return on plan assets. Such actuarial valuations may change based on changes in key economic indicators. Global economic markets remain uncertain, and there can be no assurance that market conditions will improve in the near future. Future weakness in the global economy could materially and adversely affect our business and operating results.

A number of our customers’ businesses are cyclical or have changing regional demands. Our operations are subject to these trends, and we may not be able to mitigate these risks.

In the paper industry, which is served by the Specialty Additives product line of our Consumer & Specialties segment, production levels for uncoated freesheet within North America and Europe, our two largest markets, are projected to continue to decrease. The reduced demand for premium writing paper products has resulted in closures and conversions of mills in both North America and Europe.  Additionally, the Specialty Additives product line is affected by the domestic residential building and construction markets, as well as the automotive market.

A significant portion of the sales of the High-Temperature Technologies product line of our Engineered Solutions segment are derived from the metalcasting market. The metalcasting market is dependent upon the demand for castings for automobile and heavy truck components, farm and construction equipment, oil and gas production equipment, power generation equipment, and rail car components. Many of these types of equipment are sensitive to fluctuations in demand during periods of recession or difficult economic conditions. This product line also serves the steel industry. In recent years, global steel production has been volatile. These trends have affected and may continue to affect the demand for our Engineered Solutions segment’s products and services.  The Environmental & Infrastructure product line of our Engineered Solutions segment serves the commercial construction, environmental remediation, infrastructure, and oil and gas markets.

Demand for our products is subject to trends in these markets. During periods of economic slowdown, our customers often reduce their capital expenditure and defer or cancel pending projects. Such developments occur even amongst customers that are not experiencing financial difficulties. In addition, these trends could cause our customers to face liquidity issues or bankruptcy, which could deteriorate the aging of our accounts receivable, increase our bad debt exposure and possibly trigger impairment of assets or realignment of our businesses. The Company has taken steps to reduce its exposure to variations in its customers’ businesses, including by diversifying its portfolio of products and services through geographic expansion, growth in less cyclical consumer-oriented markets, and by structuring most of its long-term satellite contracts to provide a degree of protection against declines in the quantity of product purchased, since the price per ton of our products generally rises as the number of tons purchased declines. In addition, many of our product lines lower our customers’ costs of production or increase their productivity, which should encourage them to use our products. However, there can be no assurance that these efforts will mitigate the risks of our dependence on these industries. Continued weakness in the industries we serve has had, and may in the future have, an adverse effect on sales of our products and our results of operations. A continued or renewed economic downturn in one or more of the industries or geographic regions that the Company serves, or in the worldwide economy, could cause actual results of operations to differ materially from historical and expected results.

The Company operates in very competitive industries, which could adversely affect our profitability.

The Company has many competitors. Some of our principal competitors have greater financial and other resources than we have. Accordingly, these competitors may be better able to withstand economic downturns and changes in conditions within the industries in which we operate and may have significantly greater operating and financial flexibility than we do. We also face competition for some of our products from alternative products, and some of the competition we face comes from competitors in lower-cost production countries like China and India. As a result of the competitive environment in the markets in which we operate, we currently face and will continue to face pressure on the sales prices of our products from competitors, which could reduce profit margins.

The Company’s sales could be adversely affected by consolidation in customer industries.

Several consolidations in the paper industry have taken place in recent years and such consolidation could continue in the future. These consolidations could result in partial or total closure of some paper mills where the Company operates satellite plants. Such closures would reduce the Company’s sales, except to the extent that they resulted in shifting paper production and associated purchases of calcium carbonate to another location served by the Company. Similarly, consolidations have occurred in the foundry and steel industries. Such consolidations in the major industries we serve concentrate purchasing power in the hands of a smaller number of manufacturers, enabling them to increase pressure on suppliers, such as the Company. This increased pressure could have an adverse effect on the Company’s results of operations in the future.

The Company’s sales could be adversely affected by our failure to renew or extend long-term sales contracts for our satellite operations.

The Company’s sales of calcium carbonate to paper customers are typically pursuant to long-term evergreen agreements, initially ten to fifteen years in length, with paper mills where the Company operates satellite plants. Sales pursuant to these contracts represent a significant portion of our sales in the Specialty Additives product line of the Consumer & Specialties segment. The terms of many of these agreements have been extended or renewed in the past, often in connection with an expansion of the satellite plant. However, failure of a number of the Company’s customers to renew or extend existing agreements on terms as favorable to the Company as those currently in effect, or at all, could have a substantial adverse effect on the Company’s results of operations, and could also result in impairment of the assets associated with the satellite plant.

Financial Risks

Servicing the Company’s debt will require a significant amount of cash. This could reduce the Company’s flexibility to respond to changing business and economic conditions or fund capital expenditures or working capital needs. Our ability to generate cash depends on many factors beyond our control.

At December 31, 2025, the Company had $961.7 million aggregate principal amount of total indebtedness (consisting primarily of $569.3 million aggregate principal amount of loans under our term facility, $400.0 million aggregate principal amount of notes and no loans outstanding under our revolving credit facility) and an additional $390.8 million of borrowing capacity under the revolving credit facility (after giving effect to $9.2 million of outstanding letters of credit). Our outstanding indebtedness will require a significant amount of cash to make interest payments. Further, the interest rate on a significant portion of our borrowings under our senior secured credit facility is based on SOFR interest rates, which has resulted in and could continue to result in higher interest expense in the event of increases in interest rates. Our ability to pay interest on our debt and to satisfy our other debt obligations will depend in part upon our future financial and operating performance and upon our ability to renew or refinance borrowings. Prevailing economic conditions and financial, business, competitive, regulatory, and other factors, many of which are beyond our control, will affect our ability to make these payments. We cannot guarantee that our business will generate sufficient cash flow from operations or that future borrowings will be available to us in an amount sufficient to enable us to fund our liquidity needs. If we are unable to generate sufficient cash flow to meet our debt service obligations, we will have to pursue one or more alternatives, such as reducing or delaying capital or other expenditures, refinancing debt, selling assets, or raising equity capital. Further, the requirement to make significant interest payments may reduce the Company’s flexibility to respond to changing business and economic conditions or fund capital expenditure or working capital needs and may increase the Company’s vulnerability to adverse economic conditions.

The agreements and instruments governing our debt contain various covenants that could significantly impact our ability to operate our business.

The agreement governing our senior secured credit facility and the indenture that governs our 5.0% Senior Notes due 2028 contain a number of significant covenants that, among other things, limit our ability to: incur or guarantee additional indebtedness, pay dividends or make other distributions or repurchase or redeem capital stock, prepay, redeem or repurchase certain debt, issue certain preferred stock or similar equity securities, make loans and investments, sell or otherwise dispose of assets, incur liens, enter into transactions with affiliates, enter into agreements restricting our subsidiaries’ ability to pay dividends and consolidate, merge or sell all or substantially all of our assets. In addition, we are required to comply with specific financial ratios, including a maximum net leverage ratio, under which we are required to achieve specific financial results. Our ability to comply with these provisions may be affected by events beyond our control. A breach of any of these covenants would result in a default under the applicable agreements. In the event of any default under our senior secured credit facility, our lenders could elect to declare all amounts borrowed under the credit agreement, together with accrued interest thereon, to be due and payable. In such an event, we cannot assure you that we would have sufficient assets to pay debt then outstanding under the credit agreement, the indenture governing our notes, and any other agreements governing our debt. Any future refinancing of the senior secured credit facility is likely to contain similar restrictive covenants. We may also incur future debt obligations that might subject us to additional restrictive covenants that could affect our financial and operational flexibility. We cannot assure you that we will be granted waivers or amendments to these agreements if for any reason we are unable to comply with these agreements or that we will be able to refinance our debt on terms acceptable to us, or at all.

Technology, Development and Growth Risks

The Company’s results could be adversely affected if it is unable to effectively achieve and implement its growth initiatives.

Sales and income growth of the Company depends upon a number of uncertain events. Growth will depend in part on sales growth from our existing businesses and customers. The Company has a strategic growth initiative to increase penetration into geographic markets such as Brazil, China, and India as well as other Asian and Eastern European countries. The Company also has a strategic growth initiative to increase penetration into consumer-oriented markets such as cat litter, personal care, animal and health care and natural oil purification. Our strategy also anticipates growth through future acquisitions. However, our ability to identify and consummate any future acquisitions on terms that are favorable to us may be limited by the number of attractive acquisition targets, internal demands on our resources, and our ability to obtain financing. Our success in integrating newly acquired businesses will depend upon our ability to retain key personnel, avoid diversion of management’s attention from operational matters, and integrate general and administrative services. In addition, future acquisitions could result in the incurrence of additional debt, costs, and contingent liabilities. Integration of acquired operations may take longer, or be more costly or disruptive to our business, than originally anticipated, and it is also possible that expected synergies from future acquisitions may not materialize. We also may incur costs and divert management attention with regard to potential acquisitions that are never consummated. Difficulties, delays, or failure of any of these strategies could affect the future growth rate of the Company.

Delays or failures in new product development could adversely affect the Company’s operations.

The Company’s future business success will depend in part upon its ability to maintain and enhance its technological capabilities, to respond to changing customer needs, and to successfully anticipate or respond to technological changes on a cost-effective and timely basis. The Company is engaged in a continuous effort to develop new products and processes in all of its product lines. Difficulties, delays, or failures in the development, testing, production, marketing, or sale of such new products could cause actual results of operations to differ materially from our expected results

The Company’s ability to compete is dependent upon its ability to defend its intellectual property against inappropriate disclosure, theft, and infringement.

The Company’s ability to compete is based in part upon proprietary knowledge, both patented and unpatented. The Company’s ability to achieve anticipated results depends in part on its ability to defend its intellectual property against inappropriate disclosure and theft as well as against infringement. In addition, development by the Company’s competitors of new products or technologies that are more effective or less expensive than those the Company offers could have a material adverse effect on the Company’s financial condition or results of operations.

The Company’s operations could be impacted by the increased risks of doing business abroad.

The Company does business in many areas internationally. Approximately 48% of our sales in 2025 were derived from outside the United States and we have significant production facilities which are located outside of the United States. We have in recent years expanded our operations in emerging markets, and we plan to continue to do so in the future, particularly in Brazil, China, India, the Middle East, and Eastern Europe. Some of our operations are located in areas that have experienced political or economic instability, including Brazil, China, Egypt, Indonesia, Malaysia, Nigeria, Saudi Arabia, South Africa, Thailand, and Turkey. As the Company expands its operations overseas, it faces increased risks of doing business abroad, including inflation, fluctuation in interest rates, changes in applicable laws and regulatory requirements, nationalization, expropriation, limits on repatriation of funds, civil unrest, unstable governments and legal systems, and other factors. The U.S. and foreign countries may also adopt or increase restrictions on foreign trade or investment, including currency exchange controls, tariffs or other taxes, or limitations on imports or exports.

Beginning in the first quarter of 2025, the United States government has imposed additional tariffs on goods imported into the U.S. from numerous countries and multiple nations have responded with reciprocal tariffs and other actions. The scope and duration of such tariffs has continued to change and remains uncertain. While the Company generally manufactures products in the markets where they are sold, our businesses and suppliers import certain goods subject to U.S. imposed tariffs, in particular in our High-Temperature Technologies product line, as well as goods subject to reciprocal tariffs and other measures imposed by other countries. However, the imposition of tariffs as well as uncertainty about their scope and duration could negatively affect demand, result in an increase in some input costs and/or inflation that we are unable to mitigate, or otherwise adversely affect economic conditions. The United States Supreme Court on February 20, 2026 issued a ruling striking down certain tariffs imposed by the United States, including those affecting certain goods that the Company imports. We are currently evaluating the impact of such decision. The Company continues to monitor the economic effects of the trade environment, but the effects associated with the tariffs remain uncertain.

Further, geopolitical and terrorism threats, including armed conflict among countries, could in the future affect our business overseas, including leading to, among other things, impairment of our or our customers’ ability to conduct operations, adverse impact to our employees, and a loss of our investment. While recent geopolitical conflicts, such as between Russia and Ukraine and between Israel and Hamas, have not significantly affected our business, the broader consequences of geopolitical and terrorism threats, which may include sanctions that prohibit our ability to do business in specific countries, embargoes, supply chain disruptions, potential contractual breaches and litigation, regional instability, and geopolitical shifts, cannot be predicted. We are also subject to increased risks of natural disasters, public health crises, including the occurrence of a contagious disease or illness, such as COVID-19, and other catastrophic events in such countries. Many of these risks are beyond our control and can lead to sudden, and potentially prolonged, changes in demand for our products, difficulty in enforcing agreements, and losses in the realizability of our assets.

In addition, a significant portion of our raw material purchases and sales outside the United States are denominated in foreign currencies, and liabilities for non-U.S. operating expenses and income taxes are denominated in local currencies. Accordingly, reported sales, net earnings, cash flows, and fair values have been and, in the future, will be affected by changes in foreign currency exchange rates. Our overall success as a global business depends, in part, upon our ability to succeed in differing legal, regulatory, economic, social, and political conditions. We cannot assure you that we will implement policies and strategies that will be effective in each location where we do business.

Adverse developments in any of the areas in which we do business could cause actual results to differ materially from historical and expected results.

The Company’s operations are dependent on the availability of raw materials and access to ore reserves at its mining operations. Increases in costs of raw materials, energy, or shipping could adversely affect our financial results.

The Company depends in part on having an adequate supply of raw materials for its manufacturing operations, particularly lime and carbon dioxide for the production of PCC, and magnesia and alumina for its refractory operations. Purchase prices and availability of these critical raw materials are subject to volatility. At any given time, we may be unable to obtain an adequate supply of these critical raw materials on a timely basis, on price and other terms, or at all. While most such raw materials are readily available, the Company has purchased approximately 57% of its magnesia requirements from sources in China over the past five years. The price and availability of magnesia have fluctuated in the past and they may fluctuate in the future. Price increases for certain other of our raw materials, including petrochemical products, as well as increases in energy prices, have also affected our business. Our production processes consume a significant amount of energy, primarily electricity, diesel fuel, natural gas, and coal. We use diesel fuel to operate our mining and processing equipment, and our freight costs are heavily dependent upon fuel prices and surcharges. Energy costs also affect the cost of raw materials. On a combined basis, these factors represent a large exposure to petrochemical and energy products which may be subject to significant price fluctuations. The contracts pursuant to which we construct and operate our PCC satellite plants generally adjust pricing to reflect the pass-through of increases in costs resulting from inflation, including energy. However, there is a time lag before such price adjustments can be implemented. The Company and its customers will typically negotiate reasonable price adjustments in order to recover these escalating costs, but there can be no assurance that we will be able to recover increasing costs through such negotiations.

The Company also depends on having adequate access to ore reserves of appropriate quality at its mining operations. There are numerous uncertainties inherent in estimating ore reserves including subjective judgments and determinations that are based on available geological, technical, contract, and economic information. In addition, mining permits, leases, and other rights are, or may be, required for certain of the Company’s mining operations. Such permits, leases, and other rights are subject to modification, renewal, and revocation. Our ability to maintain such mining permits, leases, and other rights has been, and may continue to be, affected by changes in laws, regulations, and governmental actions, particularly in emerging markets such as China and Turkey. We cannot assure you that we will be able to maintain such mining permits, leases, and other rights to the extent we currently maintain them or at all.

The Company relies on shipping cargos of bentonite from the United States, Turkey, and China to customers, as well as our own subsidiaries, and we are sensitive to our ability to recover these shipping costs. If we cannot secure our container requirements or offset additional shipping costs with price increases to customers, our profitability could be impacted. We are also subject to other shipping risks. In particular, rail service interruptions have affected our ability to ship, and the availability of rail service, and our ability to recover increased rail costs, may be beyond our control. In addition, governmental restrictions can, and during the COVID-19 pandemic did, affect our ability to ship our products.

Operational Risks

The Company’s subsidiaries, BMI Oldco Inc. (f/k/a Barretts Minerals Inc.) (“Oldco”) and Barretts Ventures Texas LLC (together with Oldco, the “Chapter 11 Debtors”), have filed voluntary petitions for relief under Chapter 11 of the U.S. Bankruptcy Code to address and comprehensively resolve Oldco’s liabilities associated with talc. Risks and uncertainties related to this filing could have a material adverse effect on the Company’s business, financial condition, results of operations, and cash flows.

The Company and certain of the Company’s subsidiaries are among numerous defendants in over nine hundred cases seeking damages for alleged exposure to asbestos-contaminated talc products sold by the Company’s subsidiary Oldco. On October 2, 2023 (the “Petition Date”), notwithstanding the Company’s confidence in the safety of Oldco’s talc products, the Chapter 11 Debtors filed voluntary petitions for relief under Chapter 11 of the U.S. Bankruptcy Code in the United States Bankruptcy Court for the Southern District of Texas (the “Chapter 11 Cases”) to address and comprehensively resolve Oldco’s liabilities associated with talc.  Minerals Technologies Inc. and the Company’s other subsidiaries were not included in the Chapter 11 filing.

The Chapter 11 Debtors’ ultimate goal in the Chapter 11 Cases is to confirm a plan of reorganization under Section 524(g) of the U.S. Bankruptcy Code and utilize this provision of the Bankruptcy Code to establish a trust that will address all current and future talc-related claims. Discussions regarding the terms of a potential consensual plan of reorganization and the ultimate amount to be contributed to any trust are ongoing.

In the second quarter of 2024, Oldco sold its talc assets under section 363 of the U.S. Bankruptcy Code. In addition, in the second quarter of 2024, the Company entered into a Debtor-in-Possession Credit Agreement with Oldco (the “DIP Credit Agreement”) and recorded a provision for credit loss of $30 million for the maximum aggregate principal amount under such DIP Credit Agreement. In the second quarter of 2025, the Company amended the DIP Credit Agreement to increase the maximum principal amount available under the DIP Credit Agreement by $30 million. Proceeds of the sale of Oldco's talc assets and funds drawn by Oldco under the DIP Credit Agreement have been and will be used to fund the Chapter 11 Cases.

In the first quarter of 2025, the Company recorded a provision to establish an accrual of $215 million for estimated costs to fund a trust to resolve all current and future talc-related claims as well as fund the Chapter 11 Cases and related litigation costs (including the aforementioned $30 million increase to the maximum principal amount of the DIP Credit Agreement).  The parties have not yet reached a final resolution of all matters in the Chapter 11 Cases, and the Company is unable to estimate the possible loss or range of loss beyond the amount accrued.

During the pendency of the Chapter 11 Cases, the Company anticipates that the Chapter 11 Debtors will benefit from the operation of the automatic stay, which stays ongoing litigation in connection with talc-related claims against the Chapter 11 Debtors. In addition, the Bankruptcy Court temporarily enjoined the filing or continued prosecution of all talc-related claims against the Chapter 11 Debtors’ non-debtor affiliates, subject to certain exceptions. Such exceptions consist of claims premised solely on alleged inadequacies in testing of talc sold by Oldco. The Company is vigorously opposing and defending against these claims. The Chapter 11 Debtors have been deconsolidated from the Company’s financial statements since the Petition Date.

Although the Chapter 11 Cases are progressing, it is not possible at this time to predict how the District Court will rule on the pending motions, whether an appellate court will affirm or reverse the Bankruptcy Court order denying the Committee’s motion to dismiss, the form of any ultimate resolution, or when an ultimate resolution might occur. Accordingly, the Company is unable to estimate the possible loss or range of loss related to the amount that will be necessary to fully and finally resolve all of Oldco’s current and future talc-related claims in connection with a confirmed Chapter 11 plan of reorganization beyond the amount accrued. Several risks and uncertainties related to the Chapter 11 Cases could have a material adverse effect on the Company’s business, financial condition, results of operations, and cash flows, including the ultimate amount necessary to be contributed to any trust established pursuant to Section 524(g) of the U.S. Bankruptcy Code, the potential for the Company’s talc-related exposure to extend beyond the Chapter 11 Debtors arising from claims by talc plaintiffs relating to the Company’s liability for talc claims, corporate veil piercing efforts or otherwise, any final resolution of the scope of the Pfizer indemnity, the ongoing costs of the Chapter 11 Cases, which may require additional funding from time to time, the cost and length of time necessary to ultimately resolve the cases, either through settlement or as a result of litigation arising in connection with the Chapter 11 Cases, and the possibility that the Chapter 11 Debtors will be unsuccessful in attaining relief under Chapter 11. Further, while the Company anticipates that the Chapter 11 Debtors will benefit from the operation of the automatic stay during the Chapter 11 proceedings, depending on the ultimate outcome of any of these litigation matters, the Company could in the future be required to pay significant amounts as a result of settlements or judgments, potentially in excess of liabilities accrued to date in respect of such matters. The resolution of, or recognition of additional liabilities in connection with, pending or future litigation could have a material adverse effect on the Company’s results of operations, cash flows, and financial condition.

For a further discussion of the Chapter 11 Cases and Oldco's talc-related liabilities, see Note 17 to the Consolidated Financial Statements, included in this report.

The Company is subject to stringent regulation in the areas of environmental, health and safety, and tax, and may incur unanticipated costs or liabilities arising out of claims for various legal, environmental, and tax matters or product stewardship issues that could materially harm the Company’s results of operations, cash flows, and financial condition.

The Company’s operations are subject to international, federal, state, and local governmental environmental, health and safety, tax, and other laws and regulations. We have expended, and may be required to expend in the future, substantial funds for compliance with such laws and regulations. In addition, future events, such as changes to or modifications of interpretations of existing laws and regulations, or enforcement polices, or further investigation or evaluation of the potential environmental impacts of operations or health hazards of certain products, may affect our mining rights or give rise to additional compliance and other costs that could have a material adverse effect on the Company. Further, certain of our customers are subject to various federal and international laws and regulations relating to environmental and health and safety matters, especially customers of our Environmental & Infrastructure product line of our Engineered Solutions segment, who are subject to drilling permits, waste-water disposal, and other regulations. To the extent that these laws and regulations affecting our customers change, demand for our products and services could also change and thereby affect our financial results. Greenhouse gas emissions have become the subject of an increasing amount of concern from state, national, and international governments and agencies. These concerns have resulted in, and may continue to result in, the enactment or adoption of climate-related legislation and regulation that would restrict emissions of greenhouse gases in areas in which we conduct business, result in additional compliance costs, or have an adverse effect on our operations or demand for our products. Our manufacturing processes for our products use a significant amount of energy and, should energy prices increase as a result of such legislation or regulation, we may not be able to pass these increased costs on to purchasers of our products. We cannot predict if or when currently proposed or additional laws and regulations regarding climate change or other environmental or health and safety concerns will be enacted or adopted.

The Company is also subject to income tax laws and regulations in the United States and various foreign jurisdictions. Significant judgment is required in evaluating and estimating our provision and accruals for these taxes. Our income tax liabilities are dependent upon the location of earnings among these different jurisdictions. Our income tax provision and income tax liabilities could be adversely affected by the jurisdictional mix of earnings, changes in valuation of deferred tax assets and liabilities, and changes in tax treaties, laws, and regulations.

The Company is currently a party in various litigation matters and tax and environmental proceedings and faces risks arising from various unasserted litigation matters, including product liability, patent infringement, antitrust claims, and claims for third-party property damage or personal injury stemming from alleged torts, including, as discussed elsewhere in this Report, a number of cases seeking damages for alleged exposure to asbestos-contaminated talc products sold by Oldco. Any failure to appropriately manage safety, human health, product liability, and environmental risks associated with the Company’s products and production processes could adversely impact the Company’s employees and other stakeholders, the Company’s reputation, and its results of operations, cash flows, and financial condition. Public perception of the risks associated with the Company’s products and production processes could impact product acceptance and influence the regulatory environment in which the Company operates. Any unanticipated liability arising out of a current matter or proceeding, or from the other risks described above, could have a material adverse effect on the Company’s results of operations, cash flows, and financial condition.

Production facilities are subject to operating risks and capacity limitations that may adversely affect the Company’s financial condition or results of operations.

The Company is dependent on the continued operation of its production facilities. Our production facilities and the transportation of our products and/or the raw materials used to manufacture our products are subject to hazards associated with the manufacturing, handling, storage, and transportation of chemical materials and products, including mechanical failure, leaks, ruptures, explosions, fires, inclement weather and natural disasters, transportation interruptions, and environmental risks. Such operating problems may cause personal injury and/or loss of life, damage to or destruction of property and equipment, environmental damage, unscheduled downtime, and customer attrition. We maintain property, business interruption, and casualty insurance but such insurance may not cover all risks associated with the hazards of our business and is subject to limitations, including deductibles and maximum liabilities covered. We may incur losses beyond the limits, or outside the coverage, of our insurance policies. Production at our facilities may also be affected by labor disputes, labor shortages, and increased turnover, which could disrupt our operations, cause a decline in our production, increase employee-related costs, and divert the attention of our management. Production facilities are also subject to governmental requirements that may affect our ability to operate. Further, from time to time, we may experience capacity limitations in our manufacturing operations. In addition, if we are unable to effectively forecast our customers’ demand, it could affect our ability to successfully manage operating capacity limitations. These hazards, limitations, labor, and employee issues, disruptions in supply, and capacity constraints could adversely affect financial results.

Operating results for some of our businesses are seasonal.

Certain of our businesses are affected by seasonal weather patterns. A majority of revenues from our energy services business within the Environmental & Infrastructure product line of our Engineered Solutions segment is derived from the Gulf of Mexico and surrounding states, which are susceptible to hurricanes that typically occur June 1 st through November 30 th . Actual or threatened hurricanes can result in volatile demand for services provided by our energy services business. Our other businesses within the Environmental & Infrastructure product line are affected by weather patterns which determine the feasibility of construction activities. Typically, less construction activity occurs in winter months and thus this segment’s revenues tend to be greatest in the second and third quarters when weather patterns in our geographic markets are more conducive to construction activities. Additionally, some of the businesses within the Specialty Additives product line of our Consumer & Specialties segment are subject to similar seasonal patterns.

Our operations have been and will continue to be subject to cyberattacks and other disruptions to our information systems that could have a material adverse impact on our business, consolidated results of operations, and consolidated financial condition.

Our operations are dependent on digital technologies and services, including systems operated by third parties that include embedded artificial intelligence (“AI”). We use these technologies for activities important to our business, including managing and operating our manufacturing facilities, communications within our company and with customers and suppliers, processing transactions, maintaining accurate financial records and other enterprise resource planning requirements, protecting confidential information, complying with regulatory, financial reporting, and legal requirements, and otherwise storing, processing, and transmitting our data. Increased use of remote working arrangements has only increased our reliance on these technologies and services. Our business has in the past and could in the future be negatively affected by security incidents and systems disruptions. These disruptions or incidents may be caused by cyberattacks and other cyber incidents, network or power outages, software, equipment, or telecommunications failures, the unintentional or malicious actions of employees or contractors, an inability to appropriately update our systems, natural disasters, fires, or other catastrophic events.

Cyberattacks and other cyber incidents are occurring more frequently and the techniques used to gain access to information technology systems and data, disable or degrade service or sabotage systems are constantly evolving, becoming more sophisticated in nature, and are being carried out by groups and individuals with a wide range of expertise and motives. Cyberattacks and cyber incidents may be difficult to detect for periods of time and take many forms including cyber extortion, denial of service, social engineering, introduction of viruses or malware (such as ransomware), exploiting vulnerabilities in hardware, software, or other infrastructure, hacking, website defacement, theft of passwords and other credentials, unauthorized use of computing resources, and business email compromise. Continued geopolitical instability has heightened the risk of cyberattacks.

Like other global companies, our systems are subject to recurring attempts by third parties to access information, manipulate data, or disrupt our operations, and we have experienced cyber incidents. If we do not allocate and effectively manage the resources necessary to continue building and maintaining our information technology infrastructure, or if we fail to timely identify or appropriately respond to cyberattacks or other cyber incidents, our business has been and can continue to be adversely affected by, among other things: interruption of our business operations; loss of or damage to intellectual property, proprietary or confidential information, or customer, supplier, or employee data; and increased costs required to prevent, respond to, or mitigate cybersecurity attacks. Similar risks exist with respect to our business partners and third-party providers that we rely upon. We also are subject to the risk that the activities associated with our business partners and third-party providers can adversely affect our business even if the attack or breach does not directly impact our systems or information. Our use of AI software may create additional risks related to the unintentional disclosure of proprietary, confidential, or otherwise sensitive information.

Although the cyber incidents that we have experienced to date have not had a material effect on our business, such incidents or disruptions could have a material adverse effect on us in the future. While we believe we devote significant resources to network security, disaster recovery, employee training, and other measures to secure our information technology systems and prevent unauthorized access to or loss of data, there can be no guarantee that they will be adequate to safeguard against all cyber incidents, systems disruptions, or misuses of data. In addition, while we currently maintain insurance coverage that is intended to address costs associated with certain aspects of cyber incidents and information systems failures, this insurance coverage may not cover all losses or all types of claims that arise from an incident, or the damage to our reputation or brands that may result from an incident.

Item 7.  Management’s Discussion and Analysis of Financial Condition and Results of Operations

Cautionary Statement for “Safe Harbor” Purposes under the Private Securities Litigation Reform Act of 1995

The Private Securities Litigation Reform Act of 1995 provides a safe harbor for forward-looking statements made by or on behalf of the Company. This report contains statements that the Company believes may be “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934, particularly statements relating to the Company’s objectives, plans or goals, future actions, future performance or results of current and anticipated products, sales efforts, expenditures, and financial results. From time to time, the Company also provides forward-looking statements in other publicly released materials, both written and oral. Forward-looking statements provide current expectations and forecasts of future events such as new products, revenues, and financial performance, and are not limited to describing historical or current facts. They can be identified by the use of words such as “outlook,” “forecast,” “believes,” “expects,” “plans,” “intends,” “anticipates,” and other words and phrases of similar meaning.

Forward-looking statements are necessarily based on assumptions, estimates, and limited information available at the time they are made. A broad variety of risks and uncertainties, both known and unknown, as well as the inaccuracy of assumptions and estimates, can affect the realization of the expectations or forecasts in these statements. Many of these risks and uncertainties are difficult to predict or are beyond the Company’s control. Consequently, no forward-looking statements can be guaranteed. Actual future results may vary materially. Significant factors affecting the expectations and forecasts are set forth under “Item 1A — Risk Factors” in this Annual Report on Form 10-K.

The Company undertakes no obligation to update any forward-looking statements to reflect events or circumstances that arise after the date hereof. Investors should refer to the Company’s subsequent filings under the Securities Exchange Act of 1934 for further disclosures.

Executive Summary

Worldwide net sales were $2.1 billion in 2025, a 2% decrease from 2024. Consolidated income from operations was $47.4 million in 2025, as compared with $286.5 million in 2024. Included in income from operations for 2025 was a $215 million provision to establish an accrual for estimated costs to fund a trust to resolve all current and future talc-related claims for alleged exposure to asbestos-contaminated talc products sold by the Company’s subsidiary BMI Oldco Inc. (f/k/a Barretts Minerals Inc.) (“Oldco”) as well as fund the bankruptcy of the Company’s subsidiaries, Oldco and Barretts Ventures Texas LLC (“BVT” and together with Oldco, the “Chapter 11 Debtors”), and related litigation costs.   Included in this provision was an additional financing of $30 million relating to the Debtor-in-Possession Credit Agreement with Oldco (the “DIP Credit Agreement”).  The Company also recorded litigation expenses of $19.6 million in connection with Oldco's bankruptcy filing and lawsuits related to talc products sold by Oldco.  In addition, the Company recorded a $15.0 million charge for restructuring and other items relating to a cost savings program and write-down of assets, which was offset by a net gain of $9.9 million on the final installment for the sale of refractories manufacturing assets in China and the sale of our chromite mine in South Africa.

Included in income from operations for 2024 was a $30.0 million provision for credit loss charge relating to the initial funding of the DIP Credit Agreement with Oldco, which was offset by a net gain of $12.3 million for the installment sale of refractories manufacturing assets in China. In addition, the Company recorded $11.3 million of litigation expenses incurred in connection with the bankruptcy of Oldco.

Net loss was $18.4 million in 2025, as compared to income of $167.1 million in the prior year. The Company reported a loss of $0.59 per share in 2025 as compared with diluted earnings of $5.17 per share in the prior year.

In 2025, the Company continued to deliver on its strategic growth initiatives driven by multi-year advancements in new product development, positioning in growth markets and geographies, geographic penetration, and growth from acquisitions.

Our balance sheet continues to be strong. Cash, cash equivalents, and short-term investments were $332.6 million as of December 31, 2025. Cash flow from operations for 2025 was $193.7 million. The Company repurchased $58.5 million in shares in 2025 under our $200 million buyback program. The Company currently has more than $700 million of available liquidity, including cash on hand, as well as availability under its revolving credit facility. We believe these factors will allow us to meet our anticipated funding requirements. Our intention is to maintain a balanced approach to capital deployment by using cash flow for investments in growth, returns to shareholders, and continued debt reduction.

Outlook

The global trade environment is dynamic. Beginning in the first quarter of 2025, the United States government has imposed tariffs on goods imported into the U.S. from numerous countries and multiple nations have responded with reciprocal tariffs and other actions. The scope and duration of such tariffs has continued to change and remains uncertain. While the Company generally manufactures products in the markets where they are sold, our businesses and suppliers import certain goods subject to U.S. imposed tariffs, in particular in our High-Temperature Technologies product line, as well as goods subject to reciprocal tariffs and other measures imposed by other countries. We continue to pursue available options to mitigate the impact of these tariffs and other measures. We have made operational and supply chain changes, utilized available exemptions or exclusions, and, where feasible, increased the prices of our goods and services. To date, as a result of our mitigation efforts, tariffs have not had a significant effect on our financial results. However, the imposition of tariffs as well as uncertainty about their scope and duration could negatively affect demand, result in increases in some input costs and/or inflation that we are unable to mitigate, or otherwise adversely affect economic conditions. The United States Supreme Court on February 20, 2026 issued a ruling striking down certain tariffs imposed by the United States, including those affecting certain goods that the Company imports. We are currently evaluating the impact of such decision. The Company continues to monitor the economic effects of the trade environment, but the effects associated with the tariffs remain uncertain.

The Company will continue to focus on innovation and new product development and other opportunities for sales growth in 2026 from its existing businesses, as follows:

Consumer & Specialties Segment

Increase our presence and market share in global cat litter products, including in emerging markets.

Deploy new products in pet care such as lightweight litter.

Increase our sales of calcium carbonate products by further penetration into filling and coating applications in the paper and packaging markets.

Promote the Company’s expertise in crystal engineering by developing crystal morphologies that help our customers achieve functional benefits.

Deploy new calcium carbonate products in paint, coating, and packaging applications.

Continue developing products and processes for waste management and recycling opportunities to reduce the environmental impact of our customers by reducing energy consumption and improving the sustainability of their products.

Continue to develop innovative applications for our bleaching earth products for edible oil and renewable fuel industries.

Develop natural and mineral-based solutions for personal care applications.

Increase our presence and market share globally for retinol delivery technology for personal care applications.

Expand our bentonite product solutions for animal health applications.

Increase our presence and market share in fabric care, including in emerging markets.

Engineered Solutions Segment

Increase our presence and gain penetration of our bentonite-based foundry solutions in emerging markets .

Deploy value-added formulations of refractory materials.

Deploy our laser measurement technologies into new applications .

Expand our refractory maintenance model to other steel makers globally .

Continue the development and market penetration of our FLUORO-SORB ®  adsorbent products which address PFAS contamination in soil, groundwater, drinking water sources, landfill leachate, and wastewater treatment facilities .

Pursue opportunities for the expanded use of our products in environmental, building and construction, infrastructure, and oil and gas drilling, and water treatment globally .

Increase our presence and market share for geosynthetic clay liners globally.

All Segments

Further Operational Excellence principles into all aspects of the organization, including system infrastructure and lean principles.

Continue to explore selective acquisitions to fit our competencies in minerals and our core technologies.

However, there can be no assurance that we will achieve success in implementing any one or more of these opportunities.

Results of Operations

Consolidated Income (Loss) Statement Review

Year Ended December 31,

(in millions of dollars)

Net sales

Cost of goods sold

Production margin

Production margin %

Marketing and administrative expenses

Research and development expenses

Provision for litigation accrual and credit losses

Restructuring and other items

Impairment of assets

Acquisition-related expenses

Gain on sale of assets, net

Litigation expenses

Income from operations

Operating margin %

Interest expense, net

Debt extinguishment expenses

Other non-operating deductions, net

Total non-operating deductions, net

Income (loss) before tax and equity in earnings

Provision for taxes on income

Effective tax rate

Equity in earnings of affiliates, net of tax

Net income (loss)

Net income attributable to non-controlling interests

Net income (loss) attributable to Minerals Technologies Inc.

* Percentage not meaningful

Net Sales

Year Ended December 31,

(in millions of dollars)

United States

International

Total net sales

Consumer & Specialties Segment

Environmental Solutions Segment

Total net sales

Worldwide net sales in 2025 decreased 2% from the previous year to $2.1 billion. Net sales in the United States decreased 1% to $1.1 billion in 2025 and represented 52% of consolidated net sales. International net sales decreased 3% to $1.0 billion in 2025 and represented 48% of consolidated net sales.

Worldwide net sales in 2024 decreased 2% from the previous year to $2.1 billion. Included in sales from the prior year were $40.6 million of sales related to Oldco, which was deconsolidated in the fourth quarter of 2023 and primarily impacted sales in the United States. Net sales in the United States decreased 5% to $1.1 billion in 2024 and represented 51% of consolidated net sales. International net sales increased slightly to $1.0 billion in 2024 and represented 49% of consolidated net sales.

Operating Costs and Expenses

Consolidated cost of sales was $1.6 billion, $1.6 billion, and $1.7 billion in 2025, 2024, and 2023, respectively. Production margin as a percentage of net sales was 25.0% in 2025, 25.9% in 2024, and 23.4% in 2023.

Marketing and administrative costs were $208.0 million, $209.2 million, and $206.0 million in 2025, 2024, and 2023, respectively. Marketing and administrative costs as a percentage of net sales were 10.0% in 2025, 9.9% in 2024, and 9.5% in 2023.

Research and development expenses were $22.9 million, $23.0 million, and $21.2 million in 2025, 2024, and 2023, respectively. Research and development expenses as a percentage of net sales were 1.1% in 2025, 1.1% in 2024, and 1.0% in 2023.

In 2025, the Company recorded a provision for litigation accrual and credit losses of $215.0 million to establish an accrual for estimated costs to fund a trust to resolve all current and future talc-related claims, as well as fund the bankruptcy of Oldco and BVT, and related litigation costs. Included in this provision is $30.0 million of additional debtor-in-possession financing to the debtors. The Company also recorded litigation expenses of $19.6 million in connection with Oldco’s bankruptcy filing and lawsuits related to talc products sold by Oldco. In addition, the Company recorded a $15.0 million restructuring and other items charge for the write-down of assets and severance and other costs, offset by a $9.9 million net gain on the final installment for the sale of refractories manufacturing assets in China and the sale of our chromite mine in South Africa.

In 2024, the Company recorded a $30.0 million provision for credit losses in connection with the DIP Credit Agreement. In addition, the Company recorded litigation expenses of $11.3 million in connection with Oldco's bankruptcy filing. The Company also recorded a $12.3 million net gain on the installment sale of refractories manufacturing assets in China.

In 2023, the Company recorded a $71.7 million non-cash impairment charge relating to Oldco's fixed assets within the Consumer & Specialties segment, $6.9 million in restructuring costs to further streamline our cost structure as a result of organization efficiencies gained through our resegmentation, and $0.3 million of acquisition-related expenses. In addition, the Company recorded $29.2 million of net litigation expenses in connection with Oldco’s bankruptcy and by Oldco to defend against and restore its accrual for claims associated with certain talc products.

Income from Operations

During 2025, the Company recorded income from operations of $47.4 million, as compared with $286.5 million in the prior year. Income from operations represented 2.3% of sales compared with 13.5% of sales in the prior year. Income from operations in 2025 includes a provision for litigation accrual and credit losses of $215.0 million and a $15.0 million restructuring and other items charge for the write-down of assets and severance and other costs, offset by a $9.9 million net gain on the final installment for the sale of refractories manufacturing assets in China and the sale of our chromite mine in South Africa .

During 2025 and 2024, the Company recorded litigation expenses of $19.6 million and $11.3 million, respectively, in connection with Oldco's bankruptcy filing and lawsuits related to talc products sold by Oldco.

During 2024, the Company recorded income from operations of $286.5 million, as compared with $171.8 million in the prior year. Income from operations represented 13.5% of sales compared with 7.9% of sales in the prior year. Income from operations in 2024 reflected a $30.0 million charge for a provision of credit losses in connection with the DIP Credit Agreement, offset by a $12.3 million net gain on sale of refractories manufacturing assets in China.

Non-Operating Deductions, net

The Company recorded non-operating deductions, net of $61.4 million in 2025 as compared with $62.9 million in the previous year.

Included in non-operating deductions was net interest expense of $54.5 million in 2025 as compared to $56.4 million in the prior year.

Included in non-operating deductions was net interest expense of $56.4 million in 2024 as compared to $59.2 million in the prior year. In addition, the Company recorded debt extinguishment expenses of $1.8 million related to the refinancing of its credit facilities in the fourth quarter of 2024.

Provision for Taxes on Income

Provision for taxes was $4.9 million, $59.4 million, and $23.7 million in 2025, 2024, and 2023, respectively. The effective tax rates were (35.0)%, 26.6%, and 22.0% during 2025, 2024, and 2023, respectively.

The lower effective tax rate in 2025 as compared to 2024 was primarily due to the net loss recorded in 2025.

The higher effective tax rate in 2024 as compared to 2023 was primarily due to the expected credit loss in connection with the DIP Credit Agreement that the Company entered into with its subsidiary, Oldco. Such credit loss is not currently deductible as the loans under such agreement are treated as an equity contribution for tax purposes. The current expected credit loss may become fully deductible in a future period. The timing of such deductibility is dependent on developments in the bankruptcy proceedings.

The other factors having the most significant impact on our effective tax rates in recent periods are percentage depletion, the Global Intangible Low-Tax Income provision ("GILTI"), Foreign-Derived Intangible Income (“FDII”), 162(m) disallowance, and the non-deductible DIP Credit Agreement.

Percentage depletion allowances (tax deductions for depletion that may exceed our tax basis in our mineral reserves) are available to us under the income tax laws of the United States for operations conducted in the United States. The tax benefits from percentage depletion were $8.9 million in 2025, $10.0 million in 2024, and $11.1 million in 2023.

The Company has elected, as its accounting policy, to treat the taxes due from GILTI as a current period expense when incurred. The net charge to the Company for GILTI was $1.8 million, $1.5 million, and $1.1 million for 2025, 2024, and 2023, respectively.

We operate in various countries around the world that have tax laws, tax incentives, and tax rates that are significantly different than those of the United States. These differences combine to move our overall effective tax rate higher or lower than the United States statutory rate depending on the mix of income relative to income earned in the United States. The effects of foreign earnings and the related foreign rate differentials resulted in increases of $7.1 million, $10.5 million, and $8.2 million in 2025, 2024, and 2023, respectively.

In December 2021, the Organization for Economic Co-operation and Development (“OECD”) released the Pillar Two Model Rules which aim to reform international corporate taxation rules, including the implementation of a global minimum tax rate. The Company began implementation of the Pillar Two Model Rules in the first quarter of 2024. The Company continues to assess the effect of the Pillar Two Model Rules in all jurisdictions and does not expect that Pillar Two will have a material impact on its Consolidated Financial Statements.

Consolidated Net Income (Loss) Attributable to MTI Shareholders

Consolidated net loss was $14.0 million in 2025 and included a $191.8 million charge, net of tax. This charge consisted of a provision for litigation accrual and credit losses, litigation expenses, and restructuring and other items, offset by a net gain on sale of assets.

Consolidated net income was $170.9 million in 2024 and included a $31.7 million charge, net of tax. This charge consisted of a provision for credit loss and litigation expenses, offset by a net gain on sale of assets.

Consolidated net income was $88.3  million in  2023 and included a $ 85.8 million charge, net of tax.   This charge consisted of impairment of assets, litigation expenses, restructuring, and acquisition-related expenses.

Segment Review

The following discussions highlight the operating results for each of our two segments.

Consumer & Specialties Segment

Year Ended December 31,

(in millions of dollars)

Net Sales

Household & Personal Care

Specialty Additives

Total net sales

Income from operations

% of net sales

Net sales in the Consumer & Specialties segment decreased 4% to $1,097.7 million, as compared with $1,140.2 million in the prior year. Household & Personal Care sales decreased 3% to $512.8 million from $530.0 million the prior year. This decrease was primarily driven by a challenging competitive environment in the cat litter products market. Specialty Additives sales decreased 4% to $584.9 million from $610.2 million primarily as a result of declining residential construction demand, as well as a slowdown in the North American and European paper markets.

Income from operations was $124.2 million in 2025, as compared to $165.5 million in 2024. Included in income from operations for 2025 was $9.5 million of restructuring and other items.

Net sales in the Consumer & Specialties segment decreased 2% to $1,140.2 million, as compared with $1,160.2 million in the prior year. Household & Personal Care sales increased 2% to $530.0 million from $517.6 million the prior year. This increase was primarily driven by strong demand for our cat litter products in all regions and growth in other high-margin consumer-oriented products. Specialty Additives sales decreased 5% to $610.2 million from $642.6 million primarily as a result of the deconsolidation of Oldco in the fourth quarter of 2023. Included in Specialty Additives' sales from the prior year were $40.6 million of sales related to Oldco.

Income from operations was $165.5 million in 2024, as compared to $41.6 million in 2023. In 2023, the Company recorded a $71.7 million non-cash impairment of Oldco's fixed assets and litigation expenses of $29.2 million in connection with Oldco's bankruptcy filing and by Oldco to defend against and restore its accrual for claims associated with certain talc products.

Engineered Solutions Segment

Year Ended December 31,

(in millions of dollars)

Net Sales

High-Temperature Technologies

Environmental & Infrastructure

Total net sales

Income from operations

% of net sales

Net sales in the Engineered Solutions segment decreased slightly to $974.9 million, as compared with $978.3 million in the prior year. High-Temperature Technologies sales decreased 1% to $704.7 million, as compared with $713.2 million in the prior year. This decrease was driven by softer demand in certain industrial end markets, offset by strong growth in the Asia foundry business. Environmental & Infrastructure sales increased 2% to $270.2 million, as compared with $265.1 million in the prior year, primarily driven by higher demand for environmental lining systems, infrastructure drilling products, and offshore water treatment.

Income from operations was $169.7 million and 17.4% of sales, as compared with $174.0 million and 17.8% of sales in the prior year. Included in income from operations for 2025 was  $3.3 million of restructuring and other items, offset by  a $9.9 million net gain on the final installment for the sale of refractories manufacturing assets in China and the sale of our chromite mine in South Africa. Included in income from operations for 2024 was a $12.3 million net gain on sale of refractories manufacturing assets in China.

Net sales in the Engineered Solutions segment decreased 3% to $978.3 million, as compared with $1,009.7 million in the prior year. High-Temperature Technologies sales decreased 1% to $713.2 million, as compared with $720.9 million in the prior year. This decrease was driven by softer demand in some industrial end markets. Environmental & Infrastructure sales decreased 8% to $265.1 million, as compared with $288.8 million in the prior year as a result of low levels of project activity.

Income from operations was $174.0 million and 17.8% of sales, as compared with $147.8 million and 14.6% of sales in the prior year. Included in income from operations for 2024 was a $12.3 million net gain on sale of assets. Included in income from operations for 2023 was $3.2 million of restructuring expenses.

Inflation

While inflation historically has not had a material impact on the Company, our financial performance could be adversely affected by increases in energy and commodity prices. Our production processes consume a significant amount of energy, primarily electricity, diesel fuel, natural gas, and coal. We use diesel fuel to operate our mining and processing equipment, and our freight costs are heavily dependent upon fuel prices and surcharges. Energy costs also affect the cost of raw materials. On a combined basis, these factors represent a large exposure to petrochemical and energy products which may be subject to significant price fluctuations. The contracts pursuant to which we construct and operate our satellite PCC plants generally adjust pricing to reflect the pass-through of increases in costs resulting from inflation, including lime and energy prices. However, there is a time lag before such price adjustments can be implemented. The Company and its customers will typically negotiate reasonable price adjustments in order to recover a portion of these escalating costs, but there can be no assurance that we will be able to recover increasing costs through such negotiations.

Cyclical Nature of Customers’ Businesses

Portions of our sales to customers in the paper manufacturing, metalcasting, steel manufacturing, oil and gas, and construction industries have historically been cyclical. The pricing structure of some of our long-term PCC contracts makes our PCC business less sensitive to declines in the quantity of product purchased. Oil and natural gas prices decreased significantly between 2014 through 2017 and again in 2020, which has caused exploration companies to reduce their capital expenditures and production and exploration activities. This has had the effect of decreasing the demand and increasing competition for the services we provide. We cannot predict the economic outlook in the countries in which we do business, nor in the key industries we serve.

Liquidity and Capital Resources

Cash flow provided from continuing operations in 2025 was $193.7 million, compared with $236.4 million in prior year. Cash flows provided from operations in 2025 were principally used to fund capital expenditures, repay debt, repurchase shares, and pay the Company’s dividend to common shareholders. The Company’s intention is to use cash flow for investments in growth, returns to shareholders, and continued debt reduction.

On November 26, 2024, the Company entered into a Refinancing Facility Agreement and Incremental Facility Amendment (the “Amendment”) to amend the Company’s previous credit agreement (the “Previous Credit Agreement; ” the previous credit agreement, as amended by the Amendment, being the “Amended Credit Agreement”). The Amendment provides for, among other things, a new senior secured revolving credit facility with aggregate commitments of $400 million (the “Revolving Facility”), a portion of which may be used for the issuance of letters of credit and swingline loans, and a new senior secured term loan facility with aggregate commitments of $575 million (the “Term Loan Facility” and, together with the Revolving Facility, the “Senior Secured Credit Facilities”). The Revolving Facility and the Term Loan Facility replace the facilities under the Previous Credit Agreement, which provided for, among other things, a $550 million senior secured term loan facility and a $300 million senior secured revolving credit facility. The maturity date for loans and commitments under the Revolving Facility is November 26, 2029, and the maturity date for loans under the Term Loan Facility is November 26, 2031; provided that the maturity dates of the Revolving Facility and the Term Loan Facility will be adjusted to the date that is 91 days prior to the stated maturity date of the Company’s 5.0% Senior Notes due 2028 (the “Notes”) unless, prior to the date that is 91 days prior to the stated maturity date of the Notes, all amounts in excess of $50 million of the Notes have been either (a) refinanced with indebtedness permitted under the Amended Credit Agreement maturing later than 90 days after the scheduled maturity date of the Revolving Facility or of the Term Loan Facility, as applicable, or (b) repaid, discharged, or repaid (other than with the proceeds of any indebtedness maturing earlier than 91 days after the scheduled maturity date of the Revolving Facility or of the Term Loan Facility, as applicable). Loans under the Term Loan Facility amortize at a rate equal to 1.00% per annum, payable in equal quarterly installments, and were issued with original issue discount at 99.875% of par.

Loans under the Revolving Facility will bear interest at a rate equal to (a) for loans denominated in U.S. dollars, at the election of the Company, Term SOFR plus an applicable margin equal to 1.375% per annum, or a base rate plus an applicable margin equal to 0.375% per annum, (b) for loans denominated in Euros, adjusted EURIBOR plus an applicable margin equal to 1.375% per annum and (c) for loans denominated in Pounds Sterling, SONIA plus an applicable margin equal to 1.375% per annum, subject in each case to (i) an increase of 37.5 basis points in the event that, and for so long as, the Net Leverage Ratio (as defined in the Amended Credit Agreement) is greater than or equal to 3.00 to 1.00 as of the last day of the preceding fiscal quarter, (ii) an increase of 12.5 basis points in the event that, and for so long as, the Net Leverage Ratio is less than 3.00 to 1.00 and greater than or equal to 2.00 to 1.00 as of the last day of the preceding fiscal quarter, and (iii) a decrease of 12.5 basis points in the event that, and for so long as, the Net Leverage Ratio is less than 1.00 to 1.00 as of the last day of the preceding fiscal quarter. Loans under the Term Loan Facility will bear interest at a rate equal to, at the election of the Company, Term SOFR plus an applicable margin equal to 2.00% per annum or a base rate plus an applicable margin equal to 1.00% per annum. The Company will pay certain fees under the Amended Credit Agreement, including (a) a commitment fee of 0.175% per annum on the undrawn portion of the Revolving Facility (subject to a step-ups to 0.300% and 0.250% and a step-down to 0.150% at the same levels described above), (b) a fronting fee of 0.125% per annum on the average daily undrawn amount of, plus unreimbursed amounts in respect of disbursements under, letters of credit issued under the Revolving Facility and (c) customary annual administration fees. The obligations of the Company under the Senior Secured Credit Facilities are unconditionally guaranteed jointly and severally by, subject to certain exceptions, all material domestic subsidiaries of the Company (the “Guarantors”) and secured, subject to certain exceptions, by a security interest in substantially all of the tangible and intangible assets of the Company and the Guarantors.

In the fourth quarter of 2024, the Company recorded $1.8 million in non-cash debt extinguishment expenses related to the refinancing of our credit facilities, which represents the difference between the redemption payment and the carrying value of the debt at the refinancing date. All lenders under the previous facility were repaid in full.

As of December 31, 2025, there were no loans and $9.2 million in letters of credit outstanding under the Revolving Facility.

On June 30, 2020, the Company issued $400 million aggregate principal amount of Notes. The Notes were issued pursuant to an indenture, dated as of June 30, 2020, between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Indenture”). The Notes bear an interest rate of 5.0% per annum payable semi-annually on January 1 and July 1 of each year, beginning on January 1, 2021. The Notes are unconditionally guaranteed on a senior unsecured basis by each of the Company’s existing and future wholly owned domestic restricted subsidiaries that is a borrower under or that guarantees the Company’s obligations under its Senior Secured Credit Facilities or that guarantees the Company’s or any of the Company’s wholly owned domestic subsidiaries’ long-term indebtedness in an aggregate amount in excess of $50 million.

The Company may redeem some or all of the Notes at any time and from time to time at the applicable redemption prices listed in the Indenture, plus accrued and unpaid interest, if any, to, but excluding, the applicable redemption date.

If the Company experiences a change of control (as defined in the indenture), the Company is required to offer to repurchase the Notes at 101% of the principal amount of such Notes, plus accrued and unpaid interest, if any, to, but excluding, the date of repurchase.

The Amended Credit Agreement and the Indenture both contain certain customary affirmative and negative covenants that limit or restrict the ability of the Company and its restricted subsidiaries to enter into certain transactions or take certain actions, as well as customary events of default. In addition, the Amended Credit Agreement contains a financial covenant that requires the Company to maintain a maximum Net Leverage Ratio of 4.00 to 1.00 for each four fiscal quarter period (subject to an increase to 5.00 to 1.00 for four quarters in connection with certain significant acquisitions). The Company is in compliance with all the covenants contained in the Amended Credit Agreement throughout the period covered by this report.

The Company has a committed loan facility in Japan. As of December 31, 2025, there was an outstanding balance of $0.4 million on this facility. Principal will be repaid in accordance with the payment schedule ending in 2026. The Company repaid $0.5 million on this loan in 2025.

As part of the acquisition of Concept Pet Heimtierprodukte GmbH, the Company assumed $1.9 million in long-term debt, recorded at fair value, consisting of two term loans, one that matured in 2025 and one that matures in 2027. Both loans have annual payments and carry a variable interest rate. The Company repaid $0.4 million on these loans during 2025.

As of December 31, 2025, the Company had $18.4 million in uncommitted short-term bank credit lines, $0.4 million of which were in use. The credit lines are primarily outside the U.S. and are generally one year in term at competitive market rates at large, well-established institutions. The Company typically uses its available credit lines to fund working capital requirements or local capital spending needs. We anticipate that capital expenditures for 2026 should be between $90 million and $100 million, principally related to opportunities to improve our operations and meet our strategic growth objectives. We expect to meet our other long-term financing requirements from internally generated funds and committed and uncommitted bank credit lines.

In the second quarter of 2023, the Company entered into a floating to fixed interest rate swap for a notional amount of $150 million. The fair value of this instrument as of December 31, 2025, is a liability of $0.2 million.

In addition to long-term debt, the Company has committed cash outflow related to pension and postretirement benefit obligations, non-cancelable operating leases, primarily for office space and equipment, and other long-term contractual obligations. Other long-term liabilities include tax liabilities, including contingent obligations associated with gross unrecognized tax benefits for uncertain tax positions and a tax liability for the one-time transition tax on accumulated foreign subsidiary earnings, asset retirement obligations relating to the retirement of certain tangible long-lived assets and land restoration obligations at the Company’s PCC satellite facilities and mining operations.  See Notes 2, 8, 15, 16 and 20 to the Consolidated Financial Statements.

On October 16, 2024, the Company's Board of Directors authorized the Company's management to repurchase, at its discretion, up to $200 million of the Company's shares. As of December 31, 2025, 1,000,122 shares have been repurchased under this program for $61.3 million, or an average price of approximately $61.24 per share. This authorization has no expiration date.

On January 21, 2026, the Company’s Board of Directors declared a regular quarterly dividend on its common stock of $0.12 per share. No dividend will be payable unless declared by the Board and unless funds are legally available for payment thereof.

The Company and certain of the Company’s subsidiaries are among numerous defendants in over nine hundred cases seeking damages for alleged exposure to asbestos-contaminated talc products sold by the Company’s subsidiary Oldco. The Company’s position is that these cases are meritless and all talc products sold by Oldco are safe. On October 2, 2023 (the “Petition Date”), notwithstanding the Company’s confidence in the safety of Oldco’s talc products, Oldco and Barretts Ventures Texas LLC (“BVT” and together with Oldco, the “Chapter 11 Debtors”) filed voluntary petitions for relief under Chapter 11 of the U.S. Bankruptcy Code in the United States Bankruptcy Court for the Southern District of Texas (the “Chapter 11 Cases”) to address and comprehensively resolve Oldco’s liabilities associated with talc. Minerals Technologies Inc. and the Company’s other subsidiaries were not included in the Chapter 11 filing.

The Chapter 11 Debtors’ ultimate goal in the Chapter 11 Cases is to confirm a plan of reorganization under Section 524(g) of the U.S. Bankruptcy Code and utilize this provision of the Bankruptcy Code to establish a trust that will address all current and future talc-related claims. Discussions regarding the terms of a potential consensual plan of reorganization and the ultimate amount to be contributed to any trust are ongoing.

In the second quarter of 2024, Oldco sold its talc assets under section 363 of the U.S. Bankruptcy Code. In addition, in the second quarter of 2024, the Company entered into a Debtor-in-Possession Credit Agreement with Oldco (the “DIP Credit Agreement”) and recorded a provision for credit loss of $30 million for the maximum principal amount under such DIP Credit Agreement. In the second quarter of 2025, the Company amended the DIP Credit Agreement to increase the maximum principal amount available under the DIP Credit Agreement by $30 million. Proceeds of the sale of Oldco’s talc assets, as well as the funds drawn by Oldco under the DIP Credit Agreement, have been and will be used to fund the Chapter 11 Cases.

In the first quarter of 2025, the Company recorded a provision to establish an accrual of $215 million for estimated costs to fund a trust to resolve all current and future talc-related claims as well as fund the Chapter 11 Cases and related litigation costs (including the aforementioned $30 million increase to the maximum principal amount of the DIP Credit Agreement). The parties have not yet reached a final resolution of all matters in the Chapter 11 Cases, and the Company is unable to estimate the possible loss or range of loss beyond the amount accrued.

During the pendency of the Chapter 11 Cases, the Company anticipates that the Chapter 11 Debtors will benefit from the operation of the automatic stay, which stays ongoing litigation in connection with talc-related claims against Oldco. In addition, the Bankruptcy Court temporarily enjoined the filing or continued prosecution of all talc-related claims against the Chapter 11 Debtors’ non-debtor affiliates, subject to certain exceptions. Such exceptions consist of claims premised solely on alleged inadequacies in testing of talc sold by Oldco. The Company is vigorously opposing and defending against these claims. The Chapter 11 Debtors have been deconsolidated from the Company’s financial statements since the Petition Date.

Although the Chapter 11 Cases are progressing, it is not possible to predict how the District Court will rule on the pending motions, whether an appellate court will affirm or reverse the Bankruptcy Court order denying the Committee’s motion to dismiss, the form of any ultimate resolution, or when an ultimate resolution might occur at this time. Accordingly, the Company is unable to estimate the possible loss or range of loss related to the amount that will be necessary to fully and finally resolve all of the Chapter 11 Debtors’ current and future talc-related claims in connection with a confirmed Chapter 11 plan of reorganization beyond the amount accrued. See Note 17 to the Consolidated Financial Statements included in this report for more information.

Critical Accounting Policies and Estimates

Our discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with U.S. generally accepted accounting principles. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues, and expenses, and related disclosure of contingent assets and liabilities.

On an ongoing basis, we evaluate our estimates and assumptions, including those related to revenue recognition, valuation of long-lived assets, goodwill and other intangible assets, income taxes, including valuation allowances, and pension plan assumptions. We base our estimates on historical experience and on other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that cannot readily be determined from other sources. There can be no assurance that actual results will not differ from those estimates.

We believe the following critical accounting policies require us to make significant judgments and estimates in the preparation of our consolidated financial statements.

Revenue Recognition

Revenue is recognized at the point in time when the customer obtains control of the promised goods or services in an amount that reflects the consideration we expect to receive in exchange for those goods or services. The Company’s revenues are primarily derived from the sale of products. Our primary performance obligation is satisfied upon shipment or delivery to our customer based on written sales terms, which is also when control is transferred. Revenue, where our performance obligations are satisfied in phases, is recognized over time using certain input measures based on the measurement of the value transferred to the customer, including milestones achieved. Revenues from sales of equipment are recorded upon completion of installation and transfer of control to the customer. Revenues from services are recorded when the services are performed.

In most of our PCC contracts, the price per ton is based upon the total number of tons sold to the customer during the year. Under those contracts, the price billed to the customer for shipments during the year is based on periodic estimates of the total annual volume that will be sold to the customer. Revenues are adjusted at the end of each year to reflect the actual volume sold. There were no significant revenue adjustments in the fourth quarter of 2025 and 2024, respectively. We have consignment arrangements with certain customers in our Engineered Solutions segment. Revenues for these transactions are recorded when the consigned products are consumed by the customer.

Allowance for Credit Losses

The allowance for credit losses (ACL) is management's estimate of the current expected credit losses at the balance sheet date. Our credit exposure includes an unfunded loan commitment. For this exposure, we recognized an ACL associated with the unfunded amount, which is reported as a liability in accrued expenses and other current liabilities on our consolidated balance sheet.

Legal Contingencies

The Company is party to a number of lawsuits arising in the normal course of our business. The Company and certain of the Company's subsidiaries are among numerous defendants in a number of cases seeking damages for alleged exposure to asbestos-contaminated talc products sold by the Company's subsidiary BMI Oldco Inc. The Company records accruals for loss contingencies associated with legal matters, including talc-related litigation and the Chapter 11 Cases, when it is probable that a liability will be incurred and the amount of the loss can be reasonably estimated. See Note 17 to the Consolidated Financial Statements included in this report for more information.

Valuation of Long-lived Assets, Goodwill, and Other Intangible Assets

We assess the possible impairment of long-lived assets and identifiable amortizable intangibles whenever events or changes in circumstances indicate that the carrying value may not be recoverable.

Goodwill is evaluated for impairment at least annually. Factors we consider important that could trigger an impairment review include the following:

Significant under-performance relative to historical or projected future operating results;

Significant changes in the manner of use of the acquired assets or the strategy for the overall business;

Significant negative industry or economic trends;

Market capitalization below invested capital.

Annually, the Company performs a qualitative assessment for each of its reporting units to determine if the two-step process for impairment testing is required. If the Company determines that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, the Company then evaluates the recoverability of goodwill using a two-step impairment test approach at the reporting unit level. Step one involves a) developing the fair value of total invested capital of each reporting unit in which goodwill is assigned; and b) comparing the fair value of total invested capital for each reporting unit to its carrying amount, to determine if there is goodwill impairment. Should the carrying amount for a reporting unit exceed its fair value, then the step one test is failed, and the magnitude of any goodwill impairment is determined under step two. The amount of impairment loss is determined in step two by comparing the implied fair value of reporting unit goodwill with the carrying amount of goodwill.

The Company has two reporting units: Consumer & Specialties and Engineered Solutions. We identify our reporting units by assessing whether the components of our operating segments constitute businesses for which discrete financial information is available, and management regularly reviews the operating results of those components. In the fourth quarter of 2025, the Company performed a qualitative assessment of each of its reporting units and determined it was not more likely than not that the fair value of any of its reporting units was less than their carrying values.

Property, plant, and equipment are depreciated over their useful lives. Useful lives are based on management’s estimates of the period that the assets can generate revenue, which does not necessarily coincide with the remaining term of a customer’s contractual obligation to purchase products made using those assets. Our sales of PCC are predominately pursuant to long-term evergreen contracts, initially ten to fifteen years in length, with paper mills at which we operate satellite PCC plants. The terms of many of these agreements have been extended, often in connection with an expansion of the satellite PCC plant. Failure of a PCC customer to renew an agreement or continue to purchase PCC from our facility could result in an impairment of assets or accelerated depreciation at such facility.

We evaluate the recoverability of our property, plant, and equipment whenever events or change in circumstances indicate that the carrying value of the assets may not be recoverable. For testing the recoverability, we primarily use discounted cash flow models or cost approach to estimate the fair value of these assets. Critical assumptions used in conducting these tests included expectations of our business performance and financial results, useful lives of assets, discount rates, and comparable market data.

When we acquire a company, we determine fair value on the acquisition date of assets acquired and liabilities assumed. We use the income, market, or cost approach (or a combination thereof) for the valuation and use valuation inputs and analyses that are based on market participant assumptions. Changes in assumptions can have a significant impact on the fair value of tangible assets. Goodwill is calculated as the excess of the consideration transferred over the assets acquired and represents the estimated future economic benefits arising from other assets acquired that could not be individually identified and separately recognized.

Income Taxes

As part of the process of preparing our consolidated financial statements, we are required to estimate our income taxes in each of the jurisdictions in which we operate. This process involves estimating current tax expense together with assessing temporary differences resulting from differing treatments of items for tax and accounting purposes. These differences result in deferred tax assets and liabilities, which are included in the consolidated balance sheet. We must then assess the likelihood that our deferred tax assets will be recovered from future taxable income, and to the extent we believe that recovery is not likely, we must establish a valuation allowance. To the extent we establish a valuation allowance or change this allowance in a period, we must include an expense within the tax provision in the Consolidated Statements of Income (Loss).

Deferred tax liabilities represent the amount of income taxes payable in future periods. Such liabilities arise because of temporary differences between the financial reporting and tax bases of assets and liabilities. Deferred income tax assets represent amounts available to reduce income taxes payable on taxable income in future years. Such assets arise because of temporary differences between the financial reporting and tax bases of assets and liabilities, as well as from net operating losses. We evaluate the recoverability of these future tax deductions by assessing the adequacy of future expected taxable income from all sources, including reversal of taxable temporary differences and forecasted operating earnings. These sources of income inherently rely heavily on estimates. We use our historical experience and business forecasts to provide insight. The amount recorded for the net deferred tax liability was $75.5 million and $115.7 million at December 31, 2025 and 2024, respectively.

The application of income tax law is inherently complex. Laws and regulations in this area are voluminous and are often ambiguous. As such, we are required to make many subjective assumptions and judgments regarding our income tax exposures. Interpretations of and guidance surrounding income tax laws and regulations change over time. As such, changes in our subjective assumptions and judgments can materially affect the amounts recognized in the consolidated balance sheets and statements of operations. See Note 8 to the Consolidated Financial Statements for additional details on our uncertain tax positions.

Pension Benefits

We sponsor pension and other retirement plans in various forms, covering the majority of employees who meet eligibility requirements. Several statistical and actuarial models which attempt to estimate future events are used in calculating the expense and liability related to the plans. These models include assumptions about the discount rate, expected return on plan assets, and the rate of future compensation increases as determined by us, within certain guidelines. Our assumptions reflect our historical experience and management’s best judgment regarding future expectations. In addition, our actuarial consultants also use subjective factors such as withdrawal and mortality rates to estimate these assumptions. The actuarial assumptions used by us may differ materially from actual results due to changing market and economic conditions, higher or lower withdrawal rates, or longer or shorter life spans of participants, among other things.

The investment strategy for pension plan assets is to maintain a broadly diversified portfolio designed to both preserve and grow plan assets to meet future plan obligations. The Company’s average rate of return on assets from inception through December 31, 2025, was approximately 9%. The Company’s assets are strategically allocated among equity, debt, and other investments to achieve a diversification level that dampens fluctuations in investment returns. The Company’s long-term investment strategy is an investment portfolio mix of approximately 55%-65% in equity securities, 30%-35% in fixed income securities, and 0%-15% in other securities. As of December 31, 2025, the Company had approximately 56% of its pension assets in equity securities, 32% in fixed income securities and 12% in other securities.

The Company recognized pension (benefit) expense of $(0.6) million in 2025 as compared to $1.9 million in 2024. Accounting guidance on retirement benefits requires companies to discount future benefit obligations back to today’s dollars using a discount rate that is based on high-quality fixed-income investments. A decrease in the discount rate increases the pension benefit obligation, while an increase in the discount rate decreases the pension benefit obligation. This increase or decrease in the pension benefit obligation is recognized in Accumulated other comprehensive income (loss) and subsequently amortized into earnings as an actuarial gain or loss. The guidance also requires companies to use an expected long-term rate of return on plan assets for computing current year pension expense. Differences between the actual and expected returns are also recognized in Accumulated other comprehensive income (loss) and subsequently amortized into earnings as actuarial gains and losses. At the end of 2025, total actuarial losses recognized in Accumulated other comprehensive (gain) loss for pension plans were $(7.3) million as compared to $1.3 million in 2024.

A net gain of $11.5 million ($8.4 million after-tax) primarily due to actuarial gains, driven by a change in discount rates is included in other comprehensive income in 2025. In 2024, a net gain of $40.6 million ($30.6 million after-tax) was recorded in other comprehensive income, primarily due to actuarial gains, driven by a change in discount rates. In 2023, a net gain of $7.6 million ($5.6 million after-tax) was recorded in other comprehensive income, primarily due to a change in discount rates.

Actuarial losses for pensions will be impacted in future periods by actual asset returns, discount rate changes, actual demographic experience, and other factors that impact these expenses. These losses, reported in Accumulated other comprehensive income (loss), will generally be amortized as a component of net periodic benefit cost on a straight-line basis over the average remaining service period of active employees expected to receive benefits under the benefit plans. At the end of 2025, the average remaining service period of active employees or life expectancy for fully eligible employees was 9 years.

For a detailed discussion on the application of these and other accounting policies, see “Summary of Significant Accounting Policies” in Note 1 to the Consolidated Financial Statements. This discussion and analysis should be read in conjunction with the consolidated financial statements and related notes included elsewhere in this report.

Recently Issued Accounting Standards

Changes to accounting principles generally accepted in the United States of America (U.S. GAAP) are established by the Financial Accounting Standards Board (FASB) in the form of accounting standards updates (ASUs) to the FASB’s Accounting Standards Codification. The Company considers the applicability and impact of all ASUs. ASUs not listed below were assessed and determined to be either not applicable or are expected to have a minimal impact on our consolidated financial position and results of operations.

Adoption of Income Taxes (Topic 740):  Improvements to Income Tax Disclosures

In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740):  Improvements to Income Tax Disclosures”, that requires entities to disclose additional information about federal, state, and foreign income taxes primarily related to the income tax rate reconciliation and income taxes paid. The new standard also eliminates certain existing disclosure requirements related to uncertain tax positions and unrecognized deferred tax liabilities.  The new standard is effective for interim and annual periods beginning on or after December 15, 2024. The Company adopted this guidance on January 1, 2025, on a prospective basis and updated the disclosures contained in Note 8 to the Consolidated Financial Statements. This guidance did not impact the Company’s Consolidated Financial Statements but resulted in the disaggregation of the Company's tax footnote disclosures.

Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40):  Disaggregation of Income Statement Expenses

In November 2024, the FASB issued ASU 2024-03, “Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40):  Disaggregation of Income Statement Expenses” that requires entities to disclose additional information in the notes to the financial statements about prescribed categories underlying any relevant income statement expense caption. The new standard is effective for annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027. The adoption of this standard is not expected to have a material impact on the Company’s Consolidated Financial Statements but will result in disaggregation of the Company's income statement expenses.