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Based on their evaluation under the framework in Internal Control—Integrated Framework (2013) , the Company's management concluded that the Company maintained effective internal control over financial reporting as of December 31, 2021 based on the criteria in the Internal Control—Integrated Framework (2013) .
+Added: As permitted by the rules of the Securities and Exchange Commission, management has excluded HydroChemPSC, which we acquired on October 8, 2021, from its evaluation of the effectiveness of our internal controls over financial reporting as of December 31, 2021.
+Added: In the aggregate, HydroChemPSC represented 10.2% of the total assets (excluding acquired goodwill and intangibles) and 4.4% of total revenue of the Company as of and for the year ended December 31, 2021.
Deloitte & Touche LLP, the independent registered public accounting firm that audited the Company's consolidated financial statements, has issued an attestation report on the effectiveness of the Company's internal control over financial reporting as of December 31, 2021, which is included below in this Item 9A of this Annual Report on Form 10-K.
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We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2021, of the Company and our report dated February 23, 2022 expressed an unqualified opinion on those financial statements.
+Added: As described in Management’s Annual Report on Internal Control Over Financial Reporting, management excluded from its assessment the internal control over financial reporting at HydroChemPSC, which was acquired on October 8, 2021 and whose financial statements constitute 10.2% of total assets (excluding goodwill and intangibles which are included within the scope of management’s assessment) and 4.4% of total revenue of the consolidated financial statement amounts as of and for the year ended December 31, 2021.
+Added: Accordingly, our audit did not include the internal control over financial reporting at HydroChemPSC.
Basis for Opinion
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Not applicable.
+Added: DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
+Added: Not applicable.
Except for the information set forth below under Item 12 with respect to securities authorized for issuance under the registrant's equity compensation plans, the information called for by Item 10 (Directors, Executive Officers and Corporate Governance), Item 11 (Executive Compensation), Item 12 (Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters), Item 13 (Certain Relationships and Related Transactions and Director Independence) and Item 14 (Principal Accountant Fees and Services) is incorporated herein by reference to the registrant's definitive proxy statement for its 2022 annual meeting of shareholders, which definitive proxy statement will be filed with the Securities and Exchange Commission by April 15, 2022.
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Notes to Consolidated Financial Statements
−Removed: Financial Statement Schedule:
−Removed: Schedule II Valuation and Qualifying Accounts for the Three Years Ended December 31, 2020
All other schedules are omitted because they are not applicable, not required, or because the required information is included in the financial statements or notes thereto.
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2.6 Agreement and Plan of Merger dated as of October 26, 2012 among Safety-Kleen, Inc., Clean Harbors, Inc., and CH Merger Sub, Inc.
+Added: 2.7 Stock Purchase Agreement by and among Clean Harbors, Inc., LJ Energy Services Holdings LLC, and LJ Energy Services Intermediate Holding Corp.
+Added: dated August 3, 2021
3.1A Restated Articles of Organization of Clean Harbors, Inc.
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and its subsidiaries listed on Annex A thereto or that become a party thereto as the Grantors, and Goldman Sachs Lending Partners LLC, as the Agent
−Removed: 4.43B First Amendment to Credit Agreement dated as of April 17, 2018, among the Financial Institutions party thereto, as Lenders, Goldman Sachs Lending Partners LLC, as Administrative Agent and Collateral Agent, Clean Harbors, Inc., as Borrower, and the Loan Guarantors from time to time party thereto
Description Location
+Added: 4.43B First Amendment to Credit Agreement dated as of April 17, 2018, among the Financial Institutions party thereto, as Lenders, Goldman Sachs Lending Partners LLC, as Administrative Agent and Collateral Agent, Clean Harbors, Inc., as Borrower, and the Loan Guarantors from time to time party thereto
4.43C Incremental Facility Amendment dated July 19, 2018, to Credit Agreement dated as of June 30, 2017, among the Financial Institutions party thereto, as Lenders, Goldman Sachs Lending Partners LLC, as Administrative Agent and Collateral Agent, Clean Harbors, Inc., as Borrower, and the Loan Guarantors from time to time party thereto
+Added: 4.43D Incremental Facility Amendment No.
+Added: 2 to Credit Agreement, dated as of October 8, 2021, to Credit Agreement dated as of June 30, 2017, as previously amended, among Clean Harbors, Inc., as the Borrower, each of the entities listed as an Incremental Lender on the signature pages thereto, Goldman Sachs Lending Partners LLC, as Administrative Agent and Collateral Agent, and the other Loan Parties as of the date thereof
4.44 Intercreditor Agreement dated as of June 30, 2017, among Clean Harbors, Inc., and the subsidiaries of Clean Harbors, Inc.
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Management Incentive Plan [as amended and restated effective January 1, 2017]
+Added: 10.52D* Clean Harbors, Inc.
+Added: Amended and Restated Management Incentive Plan
10.56* Mike Battles accepted offer letter effective as of January 6, 2016
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(6) Incorporated by reference to the similarly numbered exhibit to the Company's Form 8-K Report filed on October 31, 2012.
+Added: (7) Incorporated by reference to the similarly numbered exhibit to the Company’s Form 8-K Report filed on August 4, 2021.
(8) Incorporated by reference to the similarly numbered exhibit to the Company's Form 8-K Report filed on May 19, 2005.
(9) Incorporated by reference to the similarly numbered exhibit to the Company's Form 8-K Report filed on May 12, 2011.
−Removed: (9) Incorporated by reference to the similarly numbered exhibit to the Company's Form 8-K Report filed on December 22, 2014.
+Added: (10) Incorporated by reference to the similarly numbered exhibit to the Company's Form 8-K Report filed on April 6, 2021.
(11) Incorporated by reference to prospectus supplement dated November 28, 2012 filed on November 28, 2012 under the Company’s Registration Statement on Form S-3 (File No.
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(16) Incorporated by reference to the similarly numbered exhibit to the Company's Report on Form 8-K filed on July 20, 2018.
+Added: (17) Incorporated by reference to the similarly numbered exhibit to the Company’s Form 8-K Report filed on October 12, 2021.
(18) Incorporated by reference to the similarly numbered exhibit to the Company's Form 8-K Report filed on July 3, 2019.
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(21) Incorporated by reference to Appendix B to the Company’s definitive proxy statement for its 2017 annual meeting of shareholders filed on April 26, 2017.
+Added: (22) Incorporated by reference to Appendix A to the Company’s definitive proxy statement for its 2021 annual meeting of shareholders filed on April 23, 2021.
(23) Incorporated by reference to the similarly numbered exhibit to the Company's Form 8-K Report filed on January 11, 2016.
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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.