What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2025-02-19 compared with 2024-02-21 · 353 added, 256 removed, 1303 unchanged (32% of the section changed)

1 unchanged sentence

INDEX TO FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Report of Independent Registered Public Accounting Firm (PCA OB ID No.

Report of Independent Registered Public Accounting Firm (PC AOB I D No.

Consolidated Balance Sheets

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(8) Goodwill and Other Intangible Assets

(9) Accrued Expenses

(9) Accrued Expense s a nd Other Current Liabilities

(10) Closure and Post-Closure Liabilities

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(16) Accumulated Other Comprehensive Loss

(17) Stock Based Compensation

(17) Stoc k - b ased Compensation

(18) Commitments and Contingencies

111 unchanged sentences

Income from operations 670,232 612,439 634,747

Other income (expense), net 2,315 2,472 ( 515 )

Other (expense) income, net

( 1,454 ) 2,315 2,472

Loss on early extinguishment of debt ( 371 ) ( 2,880 ) ( 422 )

43 unchanged sentences

Deferred income taxes 18,437 12,685 17,549

Other (income) expense, net ( 2,315 ) ( 2,472 ) 515

Other expense (income), net

1,454 ( 2,315 ) ( 2,472 )

Stock-based compensation 27,981 20,703 26,844

18 unchanged sentences

Net cash used in investing activities ( 903,674 ) ( 575,050 ) ( 388,944 )

Cash flows (used in) from financing activities:

Cash flows from (used in) financing activities:

Change in uncashed checks ( 1,473 ) 2,759 552

3 unchanged sentences

Payments on finance leases ( 30,886 ) ( 15,937 ) ( 12,821 )

Proceeds from employee stock purchase plan 3,009 — —

Principal payments on debt ( 15,102 ) ( 623,975 ) ( 115,652 )

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Payment on revolving credit facility — ( 114,000 ) —

Net cash (used in) from financing activities ( 208,891 ) ( 187,315 ) 898,249

Net cash from (used in) financing activities

377,032 ( 208,891 ) ( 187,315 )

Effect of exchange rate change on cash ( 8,635 ) 1,484 ( 9,927 )

(Decrease) increase in cash and cash equivalents ( 47,905 ) 40,028 ( 66,526 )

Increase (decrease) in cash and cash equivalents

242,494 ( 47,905 ) 40,028

Cash and cash equivalents, beginning of year 444,698 492,603 452,575

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Net income — — — — 377,856 377,856

Other comprehensive income — — — 28,831 — 28,831

Other comprehensive loss

— — — ( 8,158 ) — ( 8,158 )

Stock-based compensation — — 20,703 — — 20,703

7 unchanged sentences

Repurchases of common stock ( 237 ) ( 2 ) ( 55,209 ) — — ( 55,211 )

Employee stock purchase plan 15 — 3,009 — — 3,009

Balance at December 31, 2024 53,833 $ 538 $ 421,749 $ ( 213,635 ) $ 2,364,877 $ 2,573,529

20 unchanged sentences

Cash consists primarily of cash on deposit and money market accounts.

The Company, through its wholly-owned captive insurance subsidiary, invests in marketable securities.

The Company, through its wholly-owned captive insurance subsidiary, invests in cash equivalents and marketable securities.

Marketable securities with maturities of three months or less from the date of purchase are classified as cash equivalents.

2 unchanged sentences

Commercial paper $ 4,035 $ 27,542

Treasury securities — 28,973

Total cash equivalents 4,035 27,542

Municipal bonds — 1,930

Commercial paper 17,489 56,172

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Checks that have been written to vendors or employees but have not yet been presented for payment at the Company's bank are classified as uncashed checks in accounts payable and changes in the balance are reported as a financing activity in the consolidated statements of cash flows.

Allowance for Doubtful Accounts and Revenue Allowance

On a regular basis, the Company evaluates its accounts receivable and establishes the allowance for doubtful accounts

CLEAN HARBORS, INC.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Allowance for Doubtful Accounts and Revenue Allowance

On a regular basis, the Company evaluates its accounts receivable and establishes the allowance for doubtful accounts based on an evaluation of certain criteria and evidence of collection uncertainty including historical collection trends, reasonable expectations of future collections, current economic trends and changes in customer payment patterns.

based on an evaluation of certain criteria and evidence of collection uncertainty including historical collection trends, reasonable expectations of future collections, current economic trends and changes in customer payment patterns.

Past-due receivable balances are written off when the Company's collection efforts have been deemed unsuccessful in collecting the outstanding balance due.

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Inventories and Supplies

Inventories are stated at the lower of cost or market.

Inventories are stated at the lower of cost or net realizable value.

The cost of oil and oil products as well as the cost of supplies and drums, solvent and solution and other inventories is principally determined on a first-in, first-out ("FIFO") basis.

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Furniture and fixtures 5 - 8 years

Gains and losses on the sale of property, plant and equipment are included in Other income (expense), net.

Gains and losses on the sale of property, plant and equipment are included in Other (expense) income, net.

Fully depreciated assets are retained in property, plant and equipment and accumulated depreciation until they are removed from service.

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Sawyer North Dakota 61 3,197

In 2023, as expected, the Company's non-commercial landfill at Deer Park, Texas reached permitted capacity and is in the process of closing.

This landfill has been excluded from the table above.

At December 31, 2024 and 2023, the Company had no cubic yards of permitted, but not highly probable, airspace.

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In the year ended December 31, 2023 the Company received a permit for expansion of its Kimball, Nebraska landfill.

In the year ended December 31, 2022, the Company received a permit for the expansion of its Ryley landfill in Alberta, Canada.

Amortization of cell construction costs and accrual of cell closure obligations —Landfills are typically comprised of a number of cells, which are constructed within a defined acreage (or footprint).

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Spending for cell capping is reflected as environmental expenditures within operating activities in the consolidated statements of cash flows.

Landfill final closure and post-closure liabilities —The balance of landfill final closure and post-closure liabilities at December 31, 2023 and 2022 was $ 59.4 million and $ 62.3 million, respectively.

Landfill final closure and post-closure liabilities —The balance of landfill final closure and post-closure liabilities was $ 59.4 million at both December 31, 2024 and 2023 respectively.

The Company has material financial commitments for the costs associated with requirements of the Environmental Protection Agency ("EPA") and the comparable regulatory agency in Canada for landfill final closure and post-closure activities.

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The expense for these awards is recognized over the requisite service period when management believes it is probable those performance targets will be achieved.

The fair value of the Company's grants are based on the closing price of the Company's common stock on the respective dates of grant.

The fair value of the Company's grants under the 2020 Stock Incentive Plan are based on the closing price of the Company's common stock on the respective dates of grant.

The fair value of shares issued under the Company’s 2024 Employee Stock Purchase plan are valued using the Black-Scholes option pricing model, which requires management to make assumptions with respect to the fair value of our common stock on the grant date, including the expected volatility of our stock, calculated based on a period of time generally commensurate with the expected term of the award and risk-free interest rates.

Forfeitures are recognized as they occur.

5 unchanged sentences

To the extent that the interest rate swap is highly effective, changes in fair value are recorded in stockholders’ equity as a component of accumulated other comprehensive loss.

Amounts are reclassified from accumulated other comprehensive loss into interest expense on the consolidated statement of operations in the same period or periods during which the hedged transactions affect earnings.

Although it was determined that the interest rate swaps will be a highly effective hedge, any portion of the interest rate swaps subsequently determined to be ineffective will be recognized in

Amounts are reclassified from accumulated other comprehensive loss into interest expense on the consolidated statement of operations in the same period or

CLEAN HARBORS, INC.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

periods during which the hedged transactions affect earnings.

Although it was determined that the interest rate swaps will be a highly effective hedge, any portion of the interest rate swaps subsequently determined to be ineffective will be recognized in earnings.

Further, if it becomes probable that a forecasted transaction designated as the hedged item will not occur, any gain or loss deferred is recognized in interest expense at that time.

12 unchanged sentences

Liabilities for unrecognized tax benefits are included within other long-term liabilities in the consolidated balance sheets.

The Company recognizes interest and penalties related to unrecognized tax benefits within the provision for income taxes line in the consolidated statements of operations.

Accrued interest and penalties are included within the other long-term liabilities line in the consolidated balance sheets.

Earnings per Share ("EPS")

Basic EPS is calculated by dividing net income by the weighted average number of common shares outstanding during the period.

Basic EPS is calculated using the treasury stock method by dividing net income by the weighted average number of common shares outstanding during the period.

Diluted EPS gives effect to all potentially dilutive common shares that were outstanding during the period.

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For all of its leases, the Company has elected not to separate lease and nonlease components, such as common area maintenance.

The Company generally enters into long-term real estate leases with two to ten-year terms and long-term non-real estate leases with three to eight-year terms.

In the normal course of business, the Company also enters into short-term leases having terms of one year or less.

The Company generally enters into long-term real estate leases with two to ten-year terms and long-term non-real estate leases with three to seven-year terms.

In the normal course of business, the Company also enters into short-term operating leases having terms of one year or less.

These leases are generally equipment leases entered into for short periods of time (e.g.

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The Company has elected not to recognize right-of-use ("ROU") assets and lease liabilities for these short-term leases.

Operating and finance leases with terms exceeding one year are recognized as ROU assets and lease liabilities and measured at commencement date based on the present value of the future lease payments over the lease term.

Operating leases with terms exceeding one year and all finance leases are recognized as ROU assets and lease liabilities and measured at commencement date based on the present value of the future lease payments over the lease term.

Certain of the Company's real estate leases contain escalating future lease payments.

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The variable lease cost will also include the Company’s portion of property tax, utilities and common area maintenance.

A significant portion of the Company’s real estate lease agreements include renewal periods at the Company’s option.

The Company includes these renewal periods in the lease term only when renewal is

A significant portion of the Company’s real estate lease agreements include renewal

CLEAN HARBORS, INC.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

reasonably certain based upon facts and circumstances specific to the lease and known by the Company.

periods at the Company’s option.

The Company includes these renewal periods in the lease term only when renewal is reasonably certain based upon facts and circumstances specific to the lease and known by the Company.

Certain of the equipment and rail car leases transfer ownership upon the conclusion of the lease term and as such, are classified as finance leases.

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Finance lease amortization is recognized in depreciation and amortization and finance lease related interest expense is recognized in interest expense, net of interest income.

Accounting Pronouncements Not Yet Adopted

Recent Accounting Pronouncements

Accounting Pronouncements Adopted

In November 2023, the Financial Accounting Standards Board ("FASB") issued ASU No.

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Improvements to Reportable Segment Disclosures , which requires an enhanced disclosure of significant segment expenses on an annual and interim basis.

This guidance will be effective for the annual periods beginning the year ended December 31, 2024, and for interim periods beginning January 1, 2025.

Early adoption is permitted.

Upon adoption, the guidance should be applied retrospectively to all prior periods presented in the financial statements.

The Company is currently evaluating the impact of adopting this new pronouncement on its consolidated financial statements disclosures.

The Company adopted ASU No.

2023-07 for the year ended December 31, 2024.

The only significant impact from the adoption of this standard relates to incremental disclosures now required.

Accounting Pronouncements Not Yet Adopted

In December 2023, the FASB issued ASU No.

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The Company is currently evaluating the impact of adopting this new pronouncement on its consolidated financial statements disclosures.

In November 2024, the FASB issued ASU No.

2024-03, Income Statement—Reporting Comprehensive

Income—Expense Disaggregation Disclosures (Subtopic 220-40) , which requires disaggregated disclosure of income statement expenses.

This guidance will be effective for annual periods beginning the year ended December 31, 2027.

Early adoption is permitted.

Upon adoption, the guidance can be applied prospectively or retrospectively.

The Company is currently evaluating the impact of adopting this new pronouncement on its consolidated financial statements disclosures.

The Company generates revenues through the following operating segments:

Environmental Services and Safety-Kleen Sustainability Solutions ("SKSS").

Environmental Services and SKSS.

The Company’s Environmental Services operating segment generally has four sources of revenue and the SKSS operating segment has two sources of revenue.

The Company disaggregates third-party revenues by geographic location and source of revenue as management believes these categories depict how revenue and cash flows are affected by economic factors.

The tables below present revenue billed to outside customers by a particular segment.

Should it be necessary, there will be intercompany transactions to present the direct revenues in the appropriate segment results.

The Company’s significant sources of revenue include:

6 unchanged sentences

Collection and transportation revenues are recognized over time, as the customer receives and consumes the benefits of the services as they are being performed and the Company has a right to payment for performance completed to date.

The Company uses the input method to recognize revenue over time, based on time and materials incurred as a basis for measuring the satisfaction of the performance obligation.

Revenues for treatment and disposal of waste are recognized upon completion of treatment, final disposition in a landfill or incinerator, or when the waste is shipped to a third-party for processing and disposal.

The Company uses the input method to recognize revenue over time, based on time and materials incurred as

CLEAN HARBORS, INC.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

a basis for measuring the satisfaction of the performance obligation.

Revenues for treatment and disposal of waste are recognized upon completion of treatment, final disposition, or when the waste is shipped to a third-party for processing and disposal.

The Company periodically enters into bundled arrangements for the collection and transportation and disposal of waste.

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The period between collection and transportation and the final processing and disposal ranges depending on the location of the customer, but generally is measured in days.

CLEAN HARBORS, INC.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Industrial Services —Industrial Services contribute to the revenues of the Environmental Services operating segment.

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The Company uses the input method to recognize revenue over time, based on time and materials incurred.

Field and Emergency Response Services —Field and Emergency Response Services contribute to the revenues of the Environmental Services operating segment.

Field and Emergency Response Services —Field and Emergency Response Services, which includes contributions from the acquisition of HEPACO Blocker, Inc.

and its subsidiaries (collectively, “HEPACO”) in 2024, contribute to the revenues of the Environmental Services operating segment.

Field Services revenues are generated from cleanup services at customer sites, including those managed by municipalities and utility providers, or other locations on a scheduled or emergency response basis.

Services include confined space entry for tank cleaning, site decontamination, remediation, railcar cleaning, manhole/vault clean outs, product recovery and transfer and vacuum services.

Additional services include filtration and water treatment services.

Services include confined space entry for tank cleaning, site decontamination, environmental remediation, railcar cleaning, manhole/vault clean outs, product recovery and transfer and vacuum services.

Additional services include filtration, water treatment services and wetland restoration.

Response services for environmental emergencies of any scale range from man-made disasters such as oil spills to natural disasters like hurricanes.

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The duration of such services can be over a number of hours, several days or even months for larger scale projects.

Safety-Kleen Environmental Services —Safety-Kleen Environmental Services revenues contribute both to the Environmental Services operating segment and the SKSS operating segment depending upon the nature of such revenues and operating responsibilities relative to executing the revenue contracts.

Safety-Kleen Environmental Services —Safety-Kleen Environmental Services revenues contribute both to the Environmental Services operating segment and the SKSS operating segment.

Revenues from providing containerized waste handling and disposal services, parts washer services and vacuum services, referred to collectively as the Safety-Kleen branches’ core service offerings, contribute to the revenues of the Environmental Services operating segment.

In addition, sales of packaged blended oil products and other complementary product sales contribute to the revenues of the Environmental Services operating segment.

Revenues generated from waste oil, anti-freeze and oil filter collection services, sales of bulk blended oil products and sales of bulk automotive fluids contribute to the SKSS operating segment.

Revenues generated from waste oil, anti-freeze and oil filter collection services, sales of bulk blended oil products and sales of automotive fluids contribute to the SKSS operating segment.

Due to the complementary nature of these products and services and their customer base, there are some cross-overs of Safety-Kleen Environmental Services revenue streams between Environmental Services and SKSS operating segments.

Generally, the revenue from services is recognized over time, as the customer receives and consumes the benefits of the services as they are being performed and the Company has a right to payment for performance completed to date.

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Parts washer services include customer use of the Company’s parts washer equipment, cleaning and maintenance of the parts washer equipment and removal and replacement of used cleaning fluids.

Parts washer services are considered a single performance obligation due to the highly integrated and interdependent nature of the arrangement.

Parts washer services are considered a single performance obligation due to the highly integrated and

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

interdependent nature of the arrangement.

Revenue from parts washer services is recognized over the service interval as the customer receives the benefit of the services.

Safety-Kleen Oil —Safety-Kleen Oil related sales contribute to the revenues of the SKSS segment.

These revenues are generated from sales of high-quality base and blended lubricating oils to third-party distributors, government agencies, fleets, railroads and industrial customers.

These revenues are generated from bulk sales of high-quality base and blended lubricating oils to many industries, including major oil brands, lubricant blenders and manufacturers, blended lubricant distributors and government agencies.

The business also sells recycled fuel oil to asphalt plants, industrial plants and pulp and paper companies.

The used oil is also processed into vacuum gas oil which can be further re-refined into lubricant base oils or sold directly into the marine diesel oil fuel market.

By-products coming off the refinery are a mixture of light end distillates and asphalt flux that are sold into various markets.

Revenue for oil products is recognized at a point in time, upon the transfer of control.

Control transfers when the products are delivered to the customer.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Generally, control transfers when the products are delivered to the customer.

The following tables present the Company’s third-party revenue disaggregated by source of revenue and geography (in thousands):

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Total third-party revenues $ 4,469,909 $ 938,796 $ 447 $ 5,409,152

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

For the year ended December 31, 2022

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Total third-party revenues $ 4,144,973 $ 1,021,125 $ 507 $ 5,166,605

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Contract Balances

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These assets and liabilities are reported on the consolidated balance sheet on a contract-by-contract basis at the end of each reporting period.

The contract liability balances at the beginning of each period presented were generally fully recognized in the subsequent three-month period.

The contract liability balances at the beginning of each period presented are generally fully recognized in the subsequent three-month period.

Variable Consideration

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Deferred parts washer costs are recognized over the service interval as the customer receives the benefit of the services, and deferred costs related to treatment and disposal of waste are recognized when the corresponding waste is disposed.

Deferred costs are included within total current assets in the Company’s consolidated balance sheets.

The deferred contract cost balances at the beginning of each period presented were fully recognized in cost of revenue in the subsequent three-month period.

(4) BUSINESS COMBINATIONS

Proposed 2024 Acquisition

On February 2, 2024, the Company signed a definitive agreement with Gryphon Investors, Inc.

to acquire HEPACO, a leading provider of specialized environmental and emergency response services in the Eastern United States, for $ 400.0 million in cash, subject to working capital and other adjustments.

The Company intends to fund the acquisition with a combination of available cash and incremental borrowings under our term loan facility.

The acquisition will expand field services operations within the Environmental Services segment and is expected to close in the first half of 2024, subject to regulatory approval and other customary closing conditions.

2023 Acquisition

On March 31, 2023, the Company acquired Thompson Industrial Services, LLC ("Thompson Industrial") for an all-cash purchase price of $ 110.9 million, net of cash acquired.

The operations of Thompson Industrial expand the Environmental Services segment's industrial service operations in the southeastern region of the United States.

Deferred costs are included within prepaid expenses and other current assets in the

CLEAN HARBORS, INC.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The preliminary allocation of the purchase price is provisional and was based on estimates of the fair value of assets acquired and liabilities assumed as of the acquisition date.

Company’s consolidated balance sheets.

The deferred contract cost balances at the beginning of each period presented were fully recognized in cost of revenue in the subsequent three-month period.

(4) BUSINESS COMBINATIONS

2024 Acquisitions

On March 22, 2024, the Company completed its acquisition of HEPACO for an all-cash purchase price of $ 392.2 million, net of cash acquired and after the settlement of working capital in the third quarter of 2024.

The operations of HEPACO expand the Environmental Services segment’s field services business.

The preliminary allocation of the purchase price is provisional and was based on estimates of the fair value of assets acquired and liabilities assumed as of March 22, 2024.

The Company continues to obtain information to complete the valuation of these balances and the associated income tax accounting.

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At Acquisition Date

As Reported December 31, 2023

Accounts receivable $ 25,233

December 31, 2024

Accounts receivable, including unbilled receivables $ 69,072

Inventories and supplies 384

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Other long-term assets 5,712

Current liabilities ( 10,385 )

Accounts payable

Accrued expenses and other current liabilities ( 16,005 )

Current portion of operating lease liabilities ( 2,758 )

Operating lease liabilities, less current portion ( 6,627 )

Closure and post-closure liabilities ( 2,492 )

Remedial liabilities

Other long-term liabilities ( 374 )

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Total purchase price $ 392,179

Permits and other intangible assets acquired include customer relationships, trademarks/tradenames and non-compete agreements and are anticipated to have estimated useful lives of between five and 15 years with a weighted average useful life of approximately 13 years.

Other intangible assets acquired include customer relationships and trademarks/trade names and are anticipated to have estimated useful lives of between seven and 20 years with a weighted average useful life of approximately 19 years .

The excess of the total purchase price, which includes the aggregate cash consideration paid in excess of the fair value of the tangible and intangible assets acquired and liabilities assumed, was recorded as goodwill.

The goodwill recognized is attributable to the expected operating synergies, assembled workforce and growth potential that the Company expects to realize from the acquisition.

Goodwill generated from the acquisition is deductible for tax purposes.

The operations included in the Company's financial statements for the year ended December 31, 2023, and pro forma revenue and earnings amounts on a combined basis as if this acquisition had been completed on January 1, 2022 are immaterial to the consolidated financial statements of the Company.

2022 Acquisitions

On June 17, 2022, the Company acquired a privately-owned company for an all-cash purchase price of approximately $ 78.9 million, net of cash acquired.

The operations of the newly acquired company expand the SKSS segment's waste oil collection capabilities and re-refining business throughout the southeastern region of the United States, including the addition of a re-refinery in Georgia.

The goodwill recognized is attributable to the operating synergies, assembled workforce and growth potential that the Company expects to realize from the acquisition.

Goodwill generated from the acquisition is not deductible for tax purposes.

The operations included in the Company’s financial statements for the period ended December 31, 2024 , and pro forma revenue and earnings amounts on a combined basis as if this acquisition had been completed on January 1, 2023 are immaterial to the consolidated financial statements of the Company.

On March 1, 2024, the Company acquired Noble Oil Services, Inc.

and its subsidiaries (collectively “Noble”) for an all-cash purchase price of $ 68.7 million, net of cash acquired and after the settlement of working capital in the second quarter of 2024.

The acquisition of Noble expands the SKSS segment’s oil collection operations in the southeastern region of the United States while also adding incremental production from the re-refinery owned and operated by the acquired company.

The preliminary allocation of the purchase price is provisional and was based on estimates of the fair value of assets acquired and liabilities assumed as of March 1, 2024.

The Company continues to obtain information to complete the valuation

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The Company finalized the purchase accounting for this acquisition in the second quarter of 2023.

The allocation of the purchase price was based on estimates of the fair value and assets acquired and liabilities assumed as of June 17, 2022.

The following table summarizes the final determination and recognition of assets acquired and liabilities assumed (in thousands):

Preliminary Allocation

December 31, 2022 Measurement Period Adjustments Final Allocation

As Reported December 31, 2023

Accounts receivable $ 1,111 $ ( 22 ) $ 1,089

of these balances and the associated income tax accounting.

Measurement period adjustments will reflect new information obtained about facts and circumstances that existed as of the acquisition date.

The following table summarizes the preliminary determination and recognition of assets acquired and liabilities assumed (in thousands):

At Acquisition Date

December 31, 2024

Accounts receivable, including unbilled receivables $ 5,855

Inventories and supplies 6,598

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Other long-term assets 92

Current liabilities ( 3,271 ) ( 104 ) ( 3,375 )

Accounts payable

Accrued expenses and other current liabilities ( 1,145 )

Current portion of operating lease liabilities ( 1,823 )

Operating lease liabilities, less current portion ( 1,792 )

Other long-term liabilities ( 55 ) ( 2,626 ) ( 2,681 )

Closure and post-closure liabilities ( 8,929 )

Remedial liabilities

Total identifiable net assets 62,485

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Total purchase price $ 68,742

Permits and other intangible assets acquired include supplier relationships, permits, customer relationships and trademarks/tradenames and are anticipated to have estimated useful lives of between five and 20 years with a weighted average useful life of approximately 18 years.

The excess of the total purchase price, which includes the aggregate cash consideration paid in excess of the fair value of the tangible and intangible assets acquired, was recorded as goodwill.

The goodwill recognized is attributable to the expected operating synergies, assembled workforce and growth potential that the Company expects to realize from the acquisition.

Other intangible assets acquired include customer relationships and trademarks/trade names and are anticipated to have estimated useful lives of between seven and 15 years with a weighted average useful life of approximately 13 years .

The goodwill recognized is attributable to the operating synergies and assembled workforce that the Company expects to realize from the acquisition.

Goodwill generated from the acquisition is deductible for tax purposes.

The operations included in the Company's financial statements for the period ended December 31, 2022 and pro forma revenue and earnings amounts on a combined basis as if this acquisition had been completed on January 1, 2021 were not material in 2022 to the consolidated financial statements of the Company.

On December 9, 2022, the Company acquired a privately-owned business for $ 12.6 million cash consideration.

The acquired company expands the SKSS segment's oil collection operations in the southeastern United States.

In connection with this acquisition, goodwill of $ 2.7 million was recognized.

The results of operations for the acquired business were not material in 2022 to the consolidated financial statements of the Company.

On October 8, 2021, the Company completed its acquisition of LJ Energy Services Intermediate Holding Corp.

and its subsidiaries (collectively, “HydroChemPSC”), a privately owned company, for an all-cash purchase price of approximately $ 1.23 billion.

HydroChemPSC is a leading U.S.

provider of industrial cleaning, specialty maintenance and utilities services.

These operations enhance and have been fully integrated into the Company's Environmental Services segment.

In the first quarter of 2022, the Company received $ 5.0 million after finalizing the acquisition date working capital balances, which decreased the overall purchase price.

The Company finalized the purchase accounting for the acquisition of HydroChemPSC in the third quarter of 2022.

The allocation of the purchase price was based on estimates of the fair value of assets acquired and liabilities assumed as of October

During 2024, the Company completed the acquisition of three additional privately-owned business for $ 17.1 million in total cash consideration.

The operations were consolidated into the Environmental Services and SKSS segments.

The acquisitions of the acquired businesses were not material in 2024 to the consolidated financial statements of the Company.

2023 Acquisition

On March 31, 2023, the Company acquired Thompson Industrial Services, LLC (“Thompson Industrial”) for an all-cash purchase price of $ 110.9 million, net of cash acquired.

The operations of Thompson Industrial expand the Environmental Services segment’s industrial service operations in the southeastern region of the United States.

The Company finalized the purchase accounting for this acquisition in the first quarter of 2024.

The preliminary allocation of the purchase price was based on estimates of the fair value and assets acquired and liabilities assumed as of

CLEAN HARBORS, INC.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The following table summarizes the final determination and recognition of assets acquired and liabilities assumed (in thousands):

Final Allocation

March 31, 2023.

The following table summarizes the preliminary and final determination and recognition of assets acquired and liabilities assumed (in thousands):

Preliminary Allocation As Reported December 31, 2023

Measurement Period Adjustments Final Allocation as Reported December, 31, 2024

Accounts receivable, including unbilled receivables $ 25,233 $ ( 73 ) $ 25,160

2 unchanged sentences

Property, plant and equipment 26,719 — 26,719

Other intangibles 289,000

Permits and other intangibles 28,900 — 28,900

Operating lease right-of-use assets 4,716 — 4,716

Other long-term assets 72 — 72

Current liabilities ( 118,854 )

Accounts payable ( 7,185 ) ( 55 ) ( 7,240 )

Accrued expenses and other current liabilities ( 3,200 ) ( 90 ) ( 3,290 )

Current portion of operating lease liabilities ( 1,653 ) — ( 1,653 )

Operating lease liabilities, less current portion ( 3,063 ) — ( 3,063 )

Deferred tax liabilities ( 80,386 )

Other long-term liabilities ( 560 ) — ( 560 )

Total identifiable net assets 71,509 ( 218 ) 71,291

Goodwill 39,346 218 39,564

Total purchase price $ 110,855 $ — $ 110,855

_____________

(i) Goodwill represents the excess of the fair value of the net assets acquired over the purchase price.

Goodwill of $ 676.7 million is attributable to the future economic benefits arising from the acquired operations, synergies and the acquired workforce of HydroChemPSC.

None of the goodwill related to this acquisition will be deductible for tax purposes.

Final Goodwill was assigned to the Environmental Sales and Service reporting unit, see Note 8, "Goodwill and Other Intangible Assets" for details on reporting unit change as of December 31, 2023.

Unaudited Pro Forma Financial Information

The following table presents unaudited pro forma combined summary financial information for the year ended December 31, 2021, and assumes the acquisition of HydroChemPSC occurred on January 1, 2020 (in thousands):

Pro forma combined revenues $ 4,380,724

Pro forma combined net income 229,807

The pro forma results do not include any costs incurred directly attributable to the acquisition of HydroChemPSC.

The pro forma results do reflect impacts resulting from the issuance of $ 1.0 billion secured senior term loans issued in connection with the acquisition assuming interest rates in effect at the time of the acquisition.

This pro forma financial information is not necessarily indicative of the Company's consolidated operating results that would have been reported had the transactions been completed as described herein, nor is such information necessarily indicative of the Company's consolidated results for any future period.

Interest expense used in calculating the pro forma net income in both periods did not contemplate the interest rate swap that the Company put in place in early 2022.

See Note 12, "Financing Arrangements."

Other 2021 Acquisition Activity

On March 27, 2021, the Company acquired a privately-owned business for $ 22.8 million cash consideration.

The acquired company increases the SKSS segment's network within the south central United States.

In connection with this acquisition, a goodwill amount of $ 16.3 million was recognized.

The results of operations for this acquired business were not material in 2021.

On June 29, 2021, the Company signed a definitive agreement with Vertex Energy, Inc.

("Vertex") to acquire certain assets related to Vertex's used motor oil collection and re-refinery business in an all-cash transaction for $ 140.0 million, subject

Permits and other intangible assets acquired include customer relationships, trademarks/trade names and non-compete agreements and are anticipated to have estimated useful lives of between five and 15 years with a weighted average useful life of approximately 13 years.

The goodwill recognized is attributable to the operating synergies, assembled workforce and growth potential that the Company expects to realize from the acquisition.

Goodwill generated from the acquisition is deductible for tax purposes.

The operations included in the Company’s financial statements for the period ended December 31, 2024 , and pro forma revenue and earnings amounts on a combined basis as if this acquisition had been completed on January 1, 2022 are immaterial to the consolidated financial statements of the Company.

2022 Acquisitions

On June 17, 2022, the Company acquired a privately-owned company for an all-cash purchase price of approximately $ 78.9 million, net of cash acquired.

The operations of the newly acquired company expand the SKSS segment’s waste oil collection capabilities and re-refining business throughout the southeastern region of the United States, including the addition of a re-refinery in Georgia.

CLEAN HARBORS, INC.

1 unchanged sentence

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

to working capital and other adjustments.

On January 25, 2022, Vertex and the Company mutually agreed to terminate the planned acquisition.

Pursuant to the agreement, Vertex paid Clean Harbors a breakup fee of $ 3.0 million in early 2022 in connection with the termination.

The Company finalized the purchase accounting for this acquisition in the second quarter of 2023.

The allocation of the purchase price was based on estimates of the fair value and assets acquired and liabilities assumed as of June 17, 2022.

The following table summarizes the final determination and recognition of assets acquired and liabilities assumed (in thousands):

Final Allocation

Accounts receivable $ 1,089

Inventories and supplies 5,745

Prepaid expenses and other current assets 144

Property, plant and equipment 22,231

Permits and other intangibles 23,500

Operating lease right-of-use assets 585

Other long-term assets 13

Accrued expenses and other current liabilities ( 3,375 )

Current portion of operating lease liabilities ( 186 )

Operating lease liabilities, less current portion ( 399 )

Other long-term liabilities ( 2,681 )

Total identifiable net assets 46,666

Goodwill 32,212

Total purchase price $ 78,878

Permits and other intangible assets acquired include supplier relationships, permits, customer relationships and trademarks/trade names and are anticipated to have estimated useful lives of between five and 20 years with a weighted average useful life of approximately 18 years.

The excess of the total purchase price, which includes the aggregate cash consideration paid in excess of the fair value of the tangible and intangible assets acquired, was recorded as goodwill.

The goodwill recognized is attributable to the expected operating synergies, assembled workforce and growth potential that the Company expects to realize from the acquisition.

Goodwill generated from the acquisition is deductible for tax purposes.

The operations included in the Company’s financial statements for the period ended December 31, 2022 and pro forma revenue and earnings amounts on a combined basis as if this acquisition had been completed on January 1, 2022 were not material to the consolidated financial statements of the Company.

On December 9, 2022, the Company acquired a privately-owned business for $ 12.6 million cash consideration.

The acquired company expands the SKSS segment’s oil collection operations in the southeastern United States.

In connection with this acquisition, goodwill of $ 2.7 million was recognized.

The results of operations for the acquired business were not material in 2022 to the consolidated financial statements of the Company.

(5) DISPOSITION OF BUSINESS

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Accordingly, the operations associated with the disposal were not reported in discontinued operations.

The final purchase price for the line of business was $ 18.8 million, after settling working capital, of which $ 1.5 million was held in escrow, half of which was received in 2023, and the remaining amount received in early 2024.

The final purchase price, after settling working capital, for the line of business was $ 18.8 million, of which $ 1.5 million was held in escrow and received by the Company in equal parts in 2023 and 2024.

The gain on sale of $ 8.9 million, after accounting for the assets sold, liabilities transferred upon sale and transaction costs, was included in gain on sale of business in the Company's consolidated statement of operations for the year ended December 31, 2022.

CLEAN HARBORS, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(6) INVENTORIES AND SUPPLIES

1 unchanged sentence

December 31, 2024 December 31, 2023

Oil and oil related products $ 118,600 $ 151,519

Supplies $ 200,905 $ 177,217

Oil and oil related products 152,992 118,600

Solvent and solutions 12,458 11,795

1 unchanged sentence

Total inventories and supplies $ 384,657 $ 327,511

The balance of oil and oil related products has decreased due to lower volumes of base and blended oil on hand at December 31, 2023 when compared with December 31, 2022 and overall price decreases for the oil inventory and additives.

Supplies inventories consist primarily of critical spare parts to support the Company’s incinerator and re-refinery operations and other general supplies used in our normal day-to-day operations.

The balance of oil and oil related products has increased due to higher volumes of oil inventory on hand at December 31, 2024 when compared with December 31, 2023 and overall price increases for the oil inventory.

Other inventories consist primarily of parts washer components, cleaning fluids, absorbents and automotive fluids, such as windshield washer fluid and antifreeze.

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___________________________________

(1) Balances inclusive of gross ROU assets classified as finance leases of $ 8.0 million.

(1) Balances inclusive of gross ROU assets classified as finance leases of $ 8.0 million in both periods.

(2) Balances inclusive of gross ROU assets classified as finance leases of $ 230.5 million and $ 151.7 million, respectively.

(3) Balances inclusive of gross ROU assets classified as finance leases of $ 9.2 million.

(3) Balances inclusive of gross ROU assets classified as finance leases of $ 9.2 million in both periods.

Depreciation expense, inclusive of landfill and finance lease amortization was $ 346.5 million, $ 315.5 million and $ 297.4 million for the years ended December 31, 2024, 2023 and 2022, respectively.

The Company recorded $ 6.6 million and $ 3.4

The Company recorded $ 11.2 million, $ 6.6 million and $ 3.4 million of capitalized interest in 2024, 2023 and 2022, respectively, mainly due to the construction of the new incinerator in Kimball, Nebraska .

CLEAN HARBORS, INC.

1 unchanged sentence

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

million capitalized interest in 2023 and 2022, respectively, mainly due to the construction of a new incinerator in Kimball, Nebraska .

Capitalized interest in 2021 was negligible.

(8) GOODWILL AND OTHER INTANGIBLE ASSETS

4 unchanged sentences

Measurement period adjustments from prior period acquisition — 360 360

Decrease from disposition of business ( 4,412 ) — ( 4,412 )

Foreign currency translation 821 331 1,152

Balance at December 31, 2023 $ 1,112,013 $ 175,723 $ 1,287,736

Increase from current period acquisition 39,346 — 39,346

Increase from current period acquisitions

186,911 6,457 193,368

Measurement period adjustments from prior period acquisitions 218 — 218

3 unchanged sentences

The Company did not identify any triggering events in the years presented.

During the fourth quarter of 2023, the Company changed reporting units, separating the historical Environmental Sales and Service reporting unit into two reporting units, Environmental Sales and Service and Industrial Services.

This change required goodwill in the Environmental Sales and Services reporting unit to be allocated to the new reporting units based on relative fair value.

The Company tested goodwill of the new reporting units for impairment both before and following the change in reporting unit structure, and no impairment was identified.

Goodwill is also tested for impairment annually.

The Company conducted its annual impairment test of goodwill as of December 31, 2024 and determined that no adjustment to the carrying value of goodwill for any reporting unit was then necessary because the fair values of the reporting units exceeded their respective carrying values.

8 unchanged sentences

Therefore, there can be no assurance that future events will not result in an impairment of goodwill.

CLEAN HARBORS, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

As of December 31, 2024 and 2023, the Company's intangible assets consisted of the following (in thousands):

12 unchanged sentences

$ 1,129,073 $ 427,086 $ 701,987 $ 1,017,094 $ 414,297 $ 602,797

CLEAN HARBORS, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

During the periods presented, there were no events or changes in circumstances which would indicate that the carrying values of the Company's asset groups would not be recoverable and thus no impairment charges were recorded .

8 unchanged sentences

December 31, 2024 December 31, 2023

Accrued compensation and benefits $ 134,458 $ 113,236

Accrued insurance 112,367 107,658

Accrued interest 33,259 33,857

Accrued compensation and benefits 113,236 123,226

Accrued income, real estate, sales and other taxes 35,394 44,752

1 unchanged sentence

$ 419,445 $ 397,157

The increase in accrued compensation and benefits is due to both the timing of payments and an increase in accrued incentive compensation.

As of December 31, 2024 and 2023, accrued insurance included employee medical insurance costs of $ 23.9 million and $ 22.8 million, respectively, and accruals for losses under workers' compensation, comprehensive general liability and vehicle liability self-insurance programs of $ 83.7 million and $ 82.7 million, respectively.

The increase in accrued interest is due to the timing of interest payments associated with debt issued in 2023.

Refer to Note 12, "Financing Arrangements" for more information.

The decrease in accrued compensation and benefits is primarily due to a decrease in accrued incentive compensation.

CLEAN HARBORS, INC.

16 unchanged sentences

Liabilities assumed in acquisitions — 11,421 11,421

Measurement period adjustments from prior period acquisitions — 3,015 3,015

New asset retirement obligations 2,118 — 2,118

5 unchanged sentences

Balance at December 31, 2024 $ 59,400 $ 70,388 $ 129,788

During the first quarter of 2023, the Company's non-commercial landfill at the Deer Park, Texas incineration facility reached its permitted capacity, as expected.

The Company has commenced closure activities;

however, there have been no changes to the liabilities related to this location.

In the year ended December 31, 2024, there were no significant benefits or charges resulting from changes in estimates for closure and post-closure liabilities.

In 2024 and 2023, the Company has been executing upon the planned closure activities at the Company’s non-commercial landfill at the Deer Park, Texas incinerator facility after the site reached its permitted capacity, in early 2023.

There have been no changes to the estimated closure costs related to this location.

Anticipated payments (based on current estimated costs and anticipated timing of necessary regulatory approvals to commence work on closure and post-closure activities) for each of the next five years and thereafter are as follows (in thousands):

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Balance at January 1, 2023 $ 1,824 $ 59,749 $ 54,717 $ 116,290

Liabilities assumed in acquisition of real estate — — 8,092 8,092

Measurement period adjustments from prior period acquisition — — 338 338

Accretion 89 2,540 1,561 4,190

3 unchanged sentences

Balance at December 31, 2023 1,880 60,277 49,086 111,243

Liabilities assumed in acquisitions

— — 5,192 5,192

Accretion 92 2,292 1,514 3,898

3 unchanged sentences

Balance at December 31, 2024 $ 1,948 $ 57,036 $ 52,761 $ 111,745

In the year ended December 31, 2023, the Company increased its remedial liabilities for an inactive site and an active site by $ 1.1 million each due to changes in the estimates of the related liabilities to account for new information obtained regarding the ultimate remediation of these sites.

In the year ended December 31, 2022, the $ 8.1 million liability assumed in acquisition relates to real estate that the Company acquired in 2022.

In purchasing the property, the Company assumed a known associated remedial liability, which was contemplated in the purchase price.

In the year ended December 31, 2024, the Company increased its remedial liabilities for an existing Superfund site by $ 2.9 million related to new information on the ultimate remediation of this site.

Anticipated payments at December 31, 2024 (based on current estimated costs and anticipated timing of necessary regulatory approvals to commence work on remedial activities) for each of the next five years and thereafter were as follows (in thousands):

14 unchanged sentences

$ 56,976 51.0 % $ 10,765

Facilities now used in active conduct of the Company's business ( 45 facilities)

Facilities now used in active conduct of the Company's business ( 62 facilities, including 24 acquired by the Company through acquisitions in 2024)

46,131 41.3 9,497

13 unchanged sentences

Linden, NJ Operating solvent recycling center 9,434 8.4 2,148

Various All other incinerators, landfills, wastewater treatment facilities and service centers ( 65 facilities)

Various All other incinerators, landfills, wastewater treatment facilities and service centers ( 83 facilities, including 24 acquired by the Company through acquisitions in 2024)

39,852 35.7 8,926

19 unchanged sentences

Long-Term Debt:

Secured senior term loans due June 30, 2024 ("2024 Term Loans") $ — $ 613,975

Secured senior term loans due October 8, 2028 ("2028 Term Loans") 970,000 980,000

Secured senior term loans due October 8, 2028

1,449,796 970,000

Unsecured senior notes, at 4.875 %, due July 15, 2027 ("2027 Notes")

3 unchanged sentences

Unsecured senior notes, at 6.375 %, due February 1, 2031 ("2031 Notes")

500,000 500,000

Long-term debt, at par 2,794,796 2,315,000

6 unchanged sentences

Secured Senior Term Loans

As of December 31, 2023, the 2028 Term Loans had an aggregate principal amount outstanding of $ 980.0 million under the Fourth Amendment to the Company's existing Credit Agreement dated as of June 30, 2017 (the "Term Loan Agreement").

Interest on the 2028 Term Loans is paid monthly.

On December 27, 2023, the Term Loan Agreement was amended to reduce the interest rate margin by 25 basis points.

After giving effect to this amendment, the 2028 Term Loan bears interest, at the Company’s election, at either of the following rates:

(a) the sum of the Term SOFR Rate (as defined) plus 0.11448 % (the one-month Term SOFR adjustment as defined) plus a 1.75 % margin, or (b) the sum of the Base Rate (as defined) plus 0.75 % margin.

As of December 31, 2024, the Company had an aggregate principal amount outstanding of $ 1,464.9 million under the Sixth Amendment to the Company's existing Credit Agreement dated as of June 30, 2017 (the "Term Loan Agreement").

As of December 31, 2023, the Company had an aggregate principal amount outstanding of $ 980.0 million under Fourth Amendment to the Term Loan Agreement.

On March 22, 2024, the Term Loan Agreement was amended (the “Fifth Amendment”), to provide for the incurrence of additional term loans (the “2024 Incremental Term Loans”) under the Term Loan Agreement in the aggregate principal amount of $ 500.0 million.

Proceeds from the issuance of the 2024 Incremental Term Loans were $ 491.1 million after debt discount and debt issuance costs, and were used to fund the acquisition of HEPACO, with the excess increasing the Company’s cash balances.

The 2024 Incremental Term Loans are in addition to the aggregate of $ 980.0 million of term loans (the “Existing Term Loans”) which were outstanding prior to the issuance of the 2024 Incremental Term Loans.

The total amount outstanding under the Term Loans as December 31, 2024 will mature on October 8, 2028, and may be prepaid at any time without premium or penalty other than customary breakage costs.

Interest under the Term Loan Agreement is paid monthly.

On October 8, 2024, the Company entered into the Sixth Amendment to the Term Loan Agreement (the “Sixth Amendment”).

The Sixth Amendment (i) eliminated the Term SOFR adjustment of 0.11448 % per annum and (ii) reset the six month soft call period for a repricing of the 2028 Term Loans.

Under the Sixth Amendment, the applicable interest rate margins for the Term Loans is either 1.75 % for Term SOFR borrowings or 0.75 % for base rate borrowings, at the Company’s election.

The Term Loans may be prepaid at any time without premium or penalty other than customary breakage costs or if the Company engages in certain repricing transactions before April 8, 2025, in which event a 1.0 % prepayment premium would be due.

The Term SOFR Rate is subject to a floor of 0.00 % and the Base Rate is subject to a floor of 1.00 %.

1 unchanged sentence

however, the Company elects one-month Term SOFR for interest payments on that debt resulting in total interest on the 2028 Term Loans of one-month Term SOFR plus 1.75 %.

The 2028 Term Loans are prepayable at any time without premium or penalty, other than customary breakage costs.

The 2028 Term Loan amendment in December 2023 reset the six month soft call period for repricing transactions.

On January 24, 2023, the Company repaid the $ 614.0 million outstanding of 2024 Term Loans using net proceeds from the issuance of $ 500.0 million of unsecured 2031 Senior Notes, as described below, borrowing $ 114.0 million under the Company's Revolving Credit Facility, also discussed below, and available cash.

During the year, the Company recognized a loss on early extinguishment of debt of $ 2.9 million due to this transaction and the 2028 Term Loan amendment noted above.

Prior to the Sixth Amendment on October 8, 2024, the margin on the Term Loans also included a credit spread adjustment of 0.11448 % for all one-month Term SOFR payments.

Additionally, prior to December 27, 2023, the interest rate

CLEAN HARBORS, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

margins for the Term Loans were 0.25 % higher.

The rates were lowered by 25 basis points through the Fourth Amendment of the Term Loans.

Each of these amendments resulted in minimal amounts being recognized as a loss on the early extinguishment of debt in the Company’s Consolidated Statement of Operations.

The Company's obligations under the Term Loan Agreement are guaranteed by all of the Company's domestic restricted subsidiaries and secured by the liens on substantially all of the assets of the Company and the guarantors.

3 unchanged sentences

Interest payments on the 2027 and 2029 Notes are paid semiannually on January 15 and July 15.

CLEAN HARBORS, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

On January 24, 2023, the Company completed a private placement of $ 500.0 million aggregate principal amount of 2031 Notes which will mature on February 1, 2031 (collectively referred to with the 2027 Notes and 2029 Notes as the "Notes").

As noted above, the proceeds from this were used toward the repayment of the 2024 Term Loans.

The proceeds from this were used toward the repayment of the Term Loans outstanding at the time.

The interest rate on the 2031 Notes is paid semiannually on February 1 and August 1 of each year and commenced on August 1, 2023.

The tables below depict the redemption prices of the Notes if redeemed during the twelve-month period commencing on the dates below, plus accrued and unpaid interest, if any, to but not including the redemption date.

July 15, 2023 101.219 %

2027 Notes Percentage

July 15, 2024 and thereafter 100.000 %

2029 Notes Percentage

July 15, 2024 102.563 %

1 unchanged sentence

July 15, 2026 and thereafter 100.000 %

2031 Notes Percentage

February 1, 2026 103.188 %

1 unchanged sentence

February 1, 2028 and thereafter 100.000 %

The Company may also redeem all or any portion of the 2029 Notes prior to July 15, 2024 or the 2031 Notes prior to February 1, 2026, at a redemption price equal to 100 % of the principal amount redeemed plus a make whole premium as of the date of redemption including accrued and unpaid interest, if any, up to but not including the date of redemption.

The Company may also redeem all or any portion of the 2031 Notes prior to February 1, 2026, at a redemption price equal to 100 % of the principal amount redeemed plus a make whole premium as of the date of redemption including accrued and unpaid interest, if any, up to but not including the date of redemption.

Additionally, subject to certain limitations, prior to February 1, 2026, the Company may use net cash proceeds of one or more equity offerings to redeem up to 40 % in aggregate principal of the 2031 Notes at a redemption price equal to 106.375 % of the principal amount thereof plus accrued and unpaid interest thereon, if any, up to but not including the date of redemption.

3 unchanged sentences

Revolving Credit Facility.

On October 28, 2020, the Company and one of the Company's subsidiaries (the "Canadian Borrower") entered into an amended and restated credit agreement for the Company's revolving credit facility with Bank of America, N.A.

(“BofA”), as agent for the lenders under the facility (the "Agent").

Under the amended and restated facility, the Company has the right to obtain revolving loans and letters of credit for a combined maximum of up to $ 350.0 million (with a sub-limit of $ 250.0 million for letters of credit) and the Canadian Borrower has the right to obtain revolving loans and letters of credit for a combined maximum of up to $ 50.0 million.

Availability under the U.S.

line is subject to a borrowing base primarily comprised of 85 % of the eligible accounts receivable of the Company and its U.S.

subsidiaries plus 100 % of cash deposited in a controlled account with the Agent, and availability under the Canadian line is subject to a borrowing base primarily comprised of 85 % of the eligible accounts receivable of the Company’s Canadian subsidiaries plus 100 % of cash deposited in a controlled account with the Agent’s Canadian affiliate.

Subject to certain conditions, the revolving credit facility will expire on October 28, 2025.

On April 28, 2023, the Company entered into an amendment to the credit agreement for the revolving credit facility.

As amended, the terms of the agreement are substantially the same as prior to the amendment except for certain updates required to transition the agreement to include a defined LIBOR successor rate.

Under the amended agreement, borrowings under the revolving credit facility will bear interest at a rate, at the Company’s option, of either (i) “Term SOFR” (as defined in the amended agreement) plus an applicable margin ranging from 1.50 % to 1.75 % per annum based primarily on the level of the Company’s average liquidity for the most recent 30 day period or (ii) BofA’s base rate plus an applicable margin ranging from

On June 28, 2024, the Company and one of the Company’s Canadian subsidiaries (the “Canadian Borrower”) entered into a seventh amended and restated credit agreement (the “Amended Credit Agreement”) with Bank of America, N.A., as administrative agent, and the lenders party to the Amended Credit Agreement.

The Amended Credit Agreement amended and restated the sixth amended and restated credit agreement dated October 28, 2020 (the “Prior Credit Agreement”).

Under the Amended Credit Agreement, the Company has the right to obtain revolving loans and letters of credit for a combined maximum of up to $ 550.0 million (with a sub-limit of $ 250.0 million for letters of credit) and the Canadian Borrower has the right to obtain revolving loans and letters of credit for a combined maximum of up to $ 50.0 million.

The maximum borrowing amount of $ 600.0 million under the Amended Credit Agreement is increased from $ 400.0 million under the Prior Credit Agreement.

CLEAN HARBORS, INC.

1 unchanged sentence

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

0.50 % to 0.75 % per annum based primarily on such average liquidity.

Borrowings by the Company under the Amended Credit Agreement will bear interest at the Company’s option, at either (i) the sum of Term SOFR plus a SOFR Adjustment of 0.1 % plus 1.5 % per annum, or (ii) the U.S.

Base Rate, plus 0.5 % per annum, and borrowings by the Canadian Borrower will bear interest, at the Company’s option, at either (i) the sum of Term CORRA plus a Term CORRA adjustment of either 0.29547 % or 0.32138 % for the one or three month interest period respectively, plus 1.5 % per annum, (ii) the Canadian Prime Rate, plus 0.5 % per annum, or (iii) the Canadian Base Rate, plus 0.5 % per annum, as those terms are defined in the Amended Credit Agreement.

Other terms under the Amended Credit Agreement are substantially the same as under the Prior Credit Agreement.

Subject to certain customary conditions, the facility will expire on June 28, 2029.

On April 28, 2023, the Company entered into an amendment to the credit agreement for the revolving credit facility.

As amended, the terms of the agreement are substantially the same as prior to the amendment except for certain updates required to transition the agreement to include a defined LIBOR successor rate.

The amended agreement also continues to provide (i) for an unused line fee payable to the lenders, calculated on the then unused portion of the lenders’ $ 400.0 million maximum commitments, ranging from 0.25 % to 0.375 % per annum of the unused commitment, and (ii) for outstanding letters of credit, a fee payable to the lenders equal to the then applicable margin for Term SOFR borrowings described above, and to the issuing banks a standard fronting fee and customary fees and charges in connection with all amendments, extensions, draws and other actions with respect to letters of credit.

4 unchanged sentences

The Canadian Borrower’s obligations under the facility are guaranteed by substantially all of the Company’s Canadian subsidiaries and secured by a first lien on the accounts receivable of the Canadian subsidiaries.

The revolving credit facility had no outstanding loan balances at December 31, 2023 and had availability of $ 265.7 million and outstanding letters of credit of $ 134.3 million.

As of December 31, 2024, the revolving credit facility had no outstanding loan balances, $ 470.0 million available to borrow and outstanding letters of credit of $ 130.0 million.

The Company also had no outstanding loan balances as of December 31, 2023.

As noted above, on January 24, 2023, the Company borrowed $ 114.0 million under the revolving credit facility.

Proceeds from this borrowing were used toward the repayment of the 2024 Term Loans.

This borrowing was repaid during the second quarter of 2023.

Cash Flow Hedges

The Company's strategy to hedge against fluctuations in variable interest rates involves entering into interest rate derivative agreements.

The Company effectively fixed the interest rate on $ 350.0 million principal of the previously outstanding 2024 Term Loans by entering into interest rate swap agreements in 2018 with a notional amount of $ 350.0 million ("2018 Swaps").

On January 24, 2023, concurrently with the repayment of the 2024 Term Loans, the Company received a settlement payment of $ 8.3 million from the 2018 Swap counterparties.

As a result of the settlement, the Company also reclassified the amounts previously deferred in accumulated other comprehensive loss and recognized a settlement gain of $ 8.3 million in interest expense in 2023.

2022 Swap Arrangement

In 2022, the Company entered into interest rate swap agreements with a notional amount of $ 600.0 million ("2022 Swaps") to effectively fix the interest rate on $ 600.0 million principal of the outstanding 2028 Term Loans.

Under the terms of the 2022 Swaps' agreements, the Company receives interest based upon the variable rates on the 2028 Term Loans and pays a fixed amount of interest.

The fixed rate on these instruments was 0.931 % through June 30, 2023 which, together with the original 2.00 % interest rate margin for the 2028 Term Loans, resulted in an effective annual interest rate of approximately 2.931 % through June 30, 2023.

The fixed rate on these instruments increased to 1.965 % on July 1, 2023 and the variable rate became linked to Term SOFR to mirror the variable interest payments for the 2028 Term Loans.

Including the 2.00 % interest rate margin for borrowings on the 2028 Term Loans and the 0.11448 % SOFR adjustment per the 2028 Term Loans, in effect at the time of this change, beginning July 1, 2023, the effective annual interest rate of this $ 600.0 million increased to 4.07898 %.

With the Fourth Amendment on December 27, 2023 the margin on the 2028 Term Loans decreased from 2.00 % to 1.75 %, and the effective annual interest rate on the swapped portion of 2028 Term Loans outstanding decreased to 3.82898 %.

With the Sixth Amendment on October 8, 2024 the SOFR adjustment was eliminated, and the effective annual interest rate on the swapped portion of 2028 Term Loans outstanding decreased to 3.71450 %.

The changes to the 2028 term loans described herein are discussed in the Secured Senior Term Loans section above.

The 2022 Swaps expire September 30, 2027.

Including the 2.00 % interest rate margin for borrowings on the 2028 Term Loans and the 0.11448 % SOFR adjustment per the 2028 Term Loans, beginning July 1, 2023, the effective annual interest rate of this $ 600.0 million increased to 4.07898 %.

With the 2028 Term Loan amendment in December 2023 reducing the margin from 2.00 % to 1.75 %, discussed in the Term Loans section above, the effective annual interest rate on the swapped portion of 2028 Term Loans outstanding decreased to 3.82898 %.

CLEAN HARBORS, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

2018 Swap Arrangement

In 2018, the Company effectively fixed the interest rate on $ 350.0 million principal of the previously outstanding 2024 Term Loans by entering into interest rate swap agreements with a notional amount of $ 350.0 million ("2018 Swaps").

On January 24, 2023, concurrently with the repayment of the 2024 Term Loans, the Company received a settlement payment of $ 8.3 million from the 2018 Swap counterparties.

At the inception of these instruments, the Company designated both the 2018 Swaps and the 2022 Swaps (collectively referred to as the “Swaps”) as cash flow hedges.

As of December 31, 2023 the Company recorded a derivative asset with a fair value of $ 35.5 million comprised only of the 2022 Swaps as the 2018 Swaps were settled in early 2023, as noted above.

As of December 31, 2024 the Company recorded a derivative asset with a fair value of $ 32.4 million.

The balance in the derivative asset as of December 31, 2023 was $ 35.5 million, which included both of the Swaps.

The balance in both periods is comprised only of the 2022 Swaps, given that the 2018 Swaps were settled in early 2023, as noted above.

No ineffectiveness has been identified on the Swaps and, therefore the change in fair value is recorded in stockholders' equity as a component of accumulated other comprehensive loss.

CLEAN HARBORS, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(13) INCOME TAXES

18 unchanged sentences

Effective tax rate 24.6 %

CLEAN HARBORS, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The Company's effective income tax rate varied from the amount computed using the statutory federal income tax rate of 21% as follows (in thousands):

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Uncertain tax position interest and penalties ( 1,773 ) ( 7 ) ( 2,454 )

Tax credits expired 1,653 2,768 2,530

2,694 1,653 2,768

Non-deductible compensation 2,211 2,898 2,754

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Provision for income taxes $ 131,144 $ 125,423 $ 126,254

The valuation allowance benefits recognized in 2023 are predominantly the result of cumulative profitable earnings at certain US entities with historic State operating losses.

In 2024, $ 4.1 million in fully reserved for foreign tax credits expired.

In the table above, the expiration is included in the tax credits line and the write off of the valuation allowance is contributing to the valuation allowance benefit, however the foreign tax credit expiration and associated valuation allowance write-off had no net impact to the provision for income tax.

The remaining valuation allowance benefit in 2024 is the result of profitable earnings at certain Canadian entities which utilized previously reserved for operating losses.

The valuation allowance benefits recognized in 2023 are predominately the result of cumulative profitable earnings at certain US entities with historical state operating losses.

As of December 31, 2023, management determined that there is sufficient positive evidence to conclude that it is more likely than not that additional deferred taxes associated with these State net operating losses are realizable.

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The 2022 earnings were sufficient to utilize substantially all of the net operating losses, and as of December 31, 2022, the Company released any remaining valuation allowances associated with these entities, which were nominal.

The valuation allowance benefits recognized in 2021 were predominately related to taxable earnings in certain Canadian entities that benefited from amounts received under the Canada Emergency Wage Subsidiary.

In addition, foreign tax credits

CLEAN HARBORS, INC.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

that expired in the period presented had full valuation allowances which were also written off, contributing to the valuation allowance benefits in the table above.

The foreign tax credit expirations and associated valuation allowance write-offs had no net impact to the provision for income taxes in any year.

The components of the total net deferred tax assets and liabilities as of December 31, 2024 and 2023 were as follows (in thousands):

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48,331 39,042

Excess business interest (2)

Tax credit carryforwards

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___________________________________

(1) As of December 31, 2023, the net operating loss carryforwards included (i) state net operating loss carryforwards of $ 229.9 million which will begin to expire in 2024, (ii) federal net operating loss carryforwards of $ 26.6 million which will begin to expire in 2024 and (iii) foreign net operating loss carryforwards of $ 83.2 million which will begin to expire in 2024.

(2) As of December 31, 2023, the foreign tax credit carryforwards of $ 4.4 million will begin to expire in 2024.

(1) As of December 31, 2024, the net operating loss carryforwards included (i) gross state net operating loss carryforwards of $ 290.7 million which will begin to expire in 2025, (ii) gross federal net operating loss carryforwards of $ 79.3 million which will begin to expire in 2025 and (iii) gross foreign net operating loss carryforwards of $ 64.3 million which will begin to expire in 2025.

The increase in the state and federal net operating loss carryforward from the prior year is predominately due to assets acquired in the HEPACO transaction.

See Note 4, "Business Combinations" for more information on the related transaction.

(2) Deferred tax asset acquired in the HEPACO transaction.

See Note 4, "Business Combinations" for more information on the related transaction.

The Company previously recognized the U.S.

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(14) EARNINGS PER SHARE

The computation of basic earnings per share (EPS) is based on the weighted-average number of our common shares outstanding.

The computation of diluted EPS is based on the weighted-average number of our common shares outstanding and potential dilutive common shares during the period as determined by using the treasury stock method.

The following are computations of basic and diluted earnings per share (in thousands, except for per share amounts):

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Net income $ 402,299 $ 377,856 $ 411,744

Weighted basic shares outstanding 54,071 54,223 54,514

Dilutive effect of equity-based compensation awards 311 264 247

Weighted dilutive shares outstanding 54,382 54,487 54,761

Weighted-average shares outstanding, basic 53,902 54,071 54,223

Dilutive impact of equity awards 297 311 264

Weighted-average shares outstanding, diluted

54,199 54,382 54,487

Basic earnings per share $ 7.46 $ 6.99 $ 7.59

Diluted earnings per share $ 7.42 $ 6.95 $ 7.56

The Company included all outstanding performance awards and restricted stock awards in the calculation of diluted earnings per share except for as shown in the table below:

In the table above, potentially dilutive shares outstanding include the dilutive effect of unvested restricted stock awards.

Shares under the Employee Stock Purchase Plan (“ESPP”) which commenced in 2024 were issued on the last day of the year and therefore are included in the weighted-average shares outstanding when issued.

Potentially dilutive shares whose effect would have been antidilutive have been excluded from the computation of diluted earnings per share.

The Company included all outstanding performance awards and restricted stock awards in the calculation of diluted earnings per share except as shown in the table below (in thousands):

For the years ended December 31,

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Performance stock awards for which performance criteria was not attained at reporting date 39 89 —

CLEAN HARBORS, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(15) STOCKHOLDERS' EQUITY

On December 5, 2023, the Board of Directors of Clean Harbors authorized a $ 500.0 million expansion of the Company’s current share repurchase program resulting in $ 554.1 million available at December 31, 2023.

The Company’s Board of Directors has authorized the repurchase of up to $ 1.1 billion of the Company’s common stock.

The repurchase program authorizes the Company to purchase the Company's common stock on the open market or in privately negotiated transactions periodically in a manner that complies with applicable U.S.

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The Company has no obligation to repurchase stock under this program and may suspend or terminate the repurchase program at any time.

CLEAN HARBORS, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

During the years ended December 31, 2024, 2023 and 2022, the Company repurchased and retired a total of 0.2 million, 0.3 million and 0.5 million shares, respectively, of the Company's common stock for total costs of $ 55.0 million, $ 51.2 million and $ 50.2 million, respectively.

As of December 31, 2024, an additional $ 499.1 million remained available to repurchase shares under this program.

(16) ACCUMULATED OTHER COMPREHENSIVE LOSS

The changes in accumulated other comprehensive loss by component and related tax impacts for the years ended December 31, 2024, 2023 and 2022 were as follows (in thousands):

Foreign Currency Translation Adjustments Unrealized Gain (Loss) on Available-For-Sale Securities Unrealized (Loss) Gain on Fair Value of Interest Rate Hedges Unrealized Loss on Pension Total

Foreign Currency Translation Adjustments Unrealized (Loss) Gain on Available-For-Sale Securities

Unrealized (Loss) Gain on Fair Value of Interest Rate Hedges Unrealized Loss on Pension Total

Balance at January 1, 2022 $ ( 177,824 ) $ ( 150 ) $ ( 17,383 ) $ ( 655 ) $ ( 196,012 )

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Balance at December 31, 2022 ( 209,339 ) ( 563 ) 43,058 ( 337 ) ( 167,181 )

Other comprehensive (loss) income before reclassifications ( 31,515 ) ( 523 ) 78,711 415 47,088

Amounts reclassified out of accumulated other comprehensive loss — — ( 683 ) — ( 683 )

Tax benefit (provision) — 110 ( 17,587 ) ( 97 ) ( 17,574 )

Other comprehensive (loss) income ( 31,515 ) ( 413 ) 60,441 318 28,831

Balance at December 31, 2022 ( 209,339 ) ( 563 ) 43,058 ( 337 ) ( 167,181 )

Other comprehensive income (loss) before reclassifications

9,000 708 5,094 ( 741 ) 14,061

Amounts reclassified out of accumulated other comprehensive loss — — ( 30,273 ) — ( 30,273 )

Tax (provision) benefit

— ( 149 ) 8,012 191 8,054

Other comprehensive income (loss)

9,000 559 ( 17,167 ) ( 550 ) ( 8,158 )

Balance at December 31, 2023 ( 200,339 ) ( 4 ) 25,891 ( 887 ) ( 175,339 )

Other comprehensive (loss) income before reclassifications

( 36,363 ) 47 16,515 339 ( 19,462 )

Amounts reclassified out of accumulated other comprehensive loss — — ( 19,582 ) — ( 19,582 )

Tax (provision) benefit — ( 10 ) 828 ( 70 ) 748

Other comprehensive (loss) income

( 36,363 ) 37 ( 2,239 ) 269 ( 38,296 )

Balance at December 31, 2024 $ ( 236,702 ) $ 33 $ 23,652 $ ( 618 ) $ ( 213,635 )

The amounts realized in the consolidated statements of operations during the years ended December 31, 2024, 2023 and 2022 which were reclassified out of accumulated other comprehensive loss were as follows (in thousands):

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___________________________________

(1) For the year ended December 31, 2023, the balance is inclusive of an $ 8.3 million gain realized in connection with the settlement of the 2018 Swaps.

(1) For the year ended December 31, 2023, the balance is inclusive of an $ 8.3 million gain realized in connection with the settlement of certain interest rate swaps.

For more information on this transaction, see Note 12, "Financing Arrangements."

CLEAN HARBORS, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(17) STOCK-BASED COMPENSATION

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The 2020 Plan is administered by the Compensation and Human Capital Committee of the Company’s Board of Directors.

CLEAN HARBORS, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The Company grants restricted stock awards and performance stock awards.

The restricted stock awards generally vest over three to five years subject to continued employment.

The performance stock awards vest depending on the satisfaction of certain performance conditions typically based on revenue, Adjusted EBITDA margin, return on invested capital and a measure of workplace safety.

Performance stock awards are subject to performance criteria established by the Compensation and Human Capital Committee of the Company's Board of Directors prior to or at the date of grant.

The vesting of the performance stock awards dependent upon the satisfaction of certain performance conditions currently based on revenue, Adjusted EBITDA margin, return on invested capital and a measure of workplace safety.

In addition, performance stock awards include continued service conditions subsequent to the attainment of any performance conditions.

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Performance Stock Awards

Performance stock awards are subject to performance criteria established by the Compensation and Human Capital Committee of the Company's Board of Directors prior to or at the date of grant.

The vesting of the performance stock awards is based on achieving targets currently based on revenue, Adjusted EBITDA Margin, Return on Invested Capital and Total Recordable Incident Rate.

In addition, performance stock awards include continued service conditions.

The following table summarizes information about performance stock awards for the year ended December 31, 2024:

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As of December 31, 2024, there was $ 5.7 million of total unrecognized compensation cost arising from unvested performance stock awards deemed probable of vesting.

This cost is expected to be recognized over a weighted average period of 2.4 years.

The total fair value of performance awards vested during 2024, 2023 and 2022 was $ 8.6 million, $ 17.0 million and $ 11.1 million, respectively.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Employee Stock Purchase Plan

On May 22, 2024, the Company’s shareholders approved the Clean Harbors Employee Stock Purchase Plan (the “ESPP”).

The ESPP provides a means for eligible employees of the Company to authorize after-tax payroll deductions on a voluntary basis to be used for the periodic purchase of the Company's common stock at a 10 % discount to its fair market value.

The purchase price paid by the employees will be 90 % of the lower of the closing price of the Company's common stock on (i) the first trading day of the offering period or (ii) the last trading day of the offering period.

A total of 500,000 shares of common stock are reserved for issuance under the ESPP.

As of December 31, 2024, 15,435 shares have been issued under the plan.

For the year ended December 31, 2024 total stock-based compensation cost recognized for the ESPP was $ 0.7 million.

(18) COMMITMENTS AND CONTINGENCIES

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At December 31, 2024 and 2023, the Company had recorded reserves of $ 29.8 million and $ 32.4 million, respectively, for actual or probable liabilities related to the legal and administrative proceedings in which the Company was then involved, the principal of which are described below.

As of December 31, 2023 and 2022, the $ 32.4 million and $ 37.1 million, respectively, of reserves consisted of (i) $ 25.0 million and $ 24.1 million, respectively, related to pending legal or administrative proceedings, including Superfund liabilities, which were included in remedial liabilities on the consolidated balance sheets, and (ii) $ 7.4 million and $ 13.0 million, respectively, primarily related to federal, state and provincial enforcement actions, which were included in accrued expenses on the consolidated balance sheets.

As of December 31, 2024 and 2023, the $ 29.8 million and $ 32.4 million, respectively, of reserves consisted of (i) $ 23.3 million and $ 25.0 million, respectively, related to pending legal or administrative proceedings, including Superfund liabilities, which were included in remedial liabilities on the consolidated balance sheets, and (ii) $ 6.5 million and $ 7.4 million, respectively, related to federal, state and provincial enforcement actions as well as legal claims, which were included in accrued expenses on the consolidated balance sheets.

In management's opinion, it is not reasonably possible that the potential liability beyond what has been recorded, if any, that may result from these actions, either individually or collectively, will have a material effect on the Company's financial position, results of operations or cash flows.

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Consequently, the Company is unable to ascertain the ultimate aggregate amount of monetary liability or financial impact with respect to these matters as of December 31, 2024.

From January 1, 2023 to December 31, 2023, 24 product liability claims were settled or dismissed.

Due to the nature of these claims and the related insurance, the Company did not incur any expense as insurance provided coverage in full for all such claims.

Safety-Kleen may be named in similar, additional lawsuits in the future, including claims for which insurance coverage may not be available.

CLEAN HARBORS, INC.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

From January 1, 2024 to December 31, 2024, 18 product liability claims were settled or dismissed.

Due to the nature of these claims and the related insurance, the Company did not incur any expense as insurance provided coverage in full for all such claims.

Safety-Kleen may be named in similar, additional lawsuits in the future, including claims for which insurance coverage may not be available.

Superfund Proceedings:

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From time to time, the Company pays fines or penalties in regulatory proceedings relating primarily to waste treatment, storage or disposal facilities.

As of December 31, 2023, there were no proceedings for which the Company believes it is possible that the sanctions could equal or exceed $1.0 million.

As of December 31, 2024, there were two proceedings for which the Company believes it is possible that the sanctions could equal or exceed $1.0 million.

The Company believes that the fines or other penalties in this or any of the other regulatory proceedings will, individually or in the aggregate, not have a material effect on its financial condition, results of operations or cash flows.

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(20) SEGMENT REPORTING

Segment reporting is prepared on the same basis that the Company's chief operating decision maker, which is a committee comprised of the Company's Co-Chief Executive Officers, manages the business, makes operating decisions and assesses performance.

Segment reporting is prepared on the same basis that the Company's chief operating decision maker ("CODM"), which is a committee comprised of the Company's Co-Chief Executive Officers, manages the business, makes operating decisions and assesses performance.

The Company is managed and reports as two operating segments;

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Third-party revenue is revenue billed to outside customers by a particular segment.

Direct revenues is revenue allocated to the segment providing the product or service.

Direct revenue is revenue allocated to the segment providing the product or service.

Intersegment revenues represent the sharing of third-party revenues among the segments based on products and services provided by each segment as if the products and services were sold directly to the third-party.

The intersegment revenues are shown net.

The operations not managed through the Company’s operating segments described above are recorded as “Corporate Items.”

The following tables reconcile third-party revenues to direct revenues for the years ended December 31, 2023, 2022 and 2021 (in thousands):

The operations not managed through the Company’s operating segments described above are recorded as “Corporate.” Although such transactions are excluded from the business segment results, they are included in reported consolidated earnings.

The following tables reconcile third-party revenues to direct revenues by Reportable Segment (in thousands):

For the year ended December 31, 2024

Environmental

Services Safety-Kleen Sustainability Solutions Corporate

Services Safety-Kleen Sustainability Solutions Total

Segment Revenues

Total Consolidated Revenues

Third-party revenues $ 4,960,325 $ 929,220 $ 5,889,545 $ 407 $ 5,889,952

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Services Safety-Kleen Sustainability Solutions

Segment Revenues

Total Consolidated Revenues

Third-party revenues $ 4,469,909 $ 938,796 $ 5,408,705 $ 447 $ 5,409,152

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Services Safety-Kleen Sustainability Solutions

Segment Revenues

Corporate Total Consolidated Revenues

Third-party revenues $ 4,144,973 $ 1,021,125 $ 5,166,098 $ 507 $ 5,166,605

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Direct revenues $ 4,171,706 $ 994,392 $ 5,166,098 $ 507 $ 5,166,605

The primary financial measure by which the Company evaluates the performance of its segments is Adjusted EBITDA, which consists of net income plus accretion of environmental liabilities, stock-based compensation, depreciation and amortization, net interest expense, loss on early extinguishment of debt and provision for income taxes and excludes other gains, losses and non-cash charges not deemed representative of fundamental segment results and other (income) expense, net.

The primary financial measure by which the CODM evaluates the performance of its segments is Adjusted EBITDA, which consists of net income plus accretion of environmental liabilities, stock-based compensation, depreciation and amortization, net interest expense, loss on early extinguishment of debt and provision for income taxes and excludes other transactions not deemed representative of fundamental segment results and other (income) expense, net.

Transactions between the segments are accounted for at the Company’s best estimate based on similar transactions with outside customers.

The following table presents Adjusted EBITDA information used by management by reported segment (in thousands):

The CODM uses Adjusted EBITDA to enhance their understanding of segment operating performance, which represents the Company’s performance in the ordinary, ongoing and customary course of operations.

The reportable segment operating performance Adjusted EBITDA is used by the CODM to make key operating decisions such as the allocation of resources.

Total assets by segment are not used by the CODM to assess the performance of, or allocate resources to, the Company’s segments, therefore total assets by segment are not disclosed.

The tables below present total Reportable Segment Adjusted EBITDA and the relevant significant segment expenses provided to the CODM by reported segment (in thousands):

For the year ended December 31, 2024

Environmental Services Safety-Kleen Sustainability Solutions Total Reportable Segments

Direct Revenues $ 5,004,747 $ 884,798 $ 5,889,545

Cost of Revenues 3,366,022 659,217 4,025,239

Selling, General and Administrative Expenses 371,263 78,575 449,838

Total Reportable Segment Adjusted EBITDA $ 1,267,462 $ 147,006 $ 1,414,468

For the year ended December 31, 2023

Environmental Services Safety-Kleen Sustainability Solutions Total Reportable Segments

Direct Revenues $ 4,511,442 $ 897,263 $ 5,408,705

Cost of Revenues 3,063,043 646,301 3,709,344

Selling, General and Administrative Expenses 346,791 78,089 424,880

Total Reportable Segment Adjusted EBITDA $ 1,101,608 $ 172,873 $ 1,274,481

For the year ended December 31, 2022

Environmental Services Safety-Kleen Sustainability Solutions Total Reportable Segments

Direct Revenues $ 4,171,706 $ 994,392 $ 5,166,098

Cost of Revenues 2,902,979 615,303 3,518,282

Selling, General and Administrative Expenses 315,674 72,762 388,436

Total Reportable Segment Adjusted EBITDA $ 953,053 $ 306,327 $ 1,259,380

CLEAN HARBORS, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The following table presents Total Reportable Segment Adjusted EBITDA reconciled to income from operations before provision for income taxes (in thousands):

For the years ended December 31,

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Safety-Kleen Sustainability Solutions 147,006 172,873 306,327

Corporate Items ( 261,911 ) ( 237,252 ) ( 210,466 )

Total 1,012,570 1,022,128 676,606

Total Reportable Segment Adjusted EBITDA

1,414,468 1,274,481 1,259,380

Reconciliation to Consolidated Statements of Operations:

Corporate Costs (1)

297,534 261,911 237,252

Accretion of environmental liabilities 13,456 13,667 12,943

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Depreciation and amortization 400,922 365,761 347,594

Kimball startup costs 4,343 — —

Income from operations 670,232 612,439 634,747

Other (income) expense, net ( 2,315 ) ( 2,472 ) 515

Other expense (income), net 1,454 ( 2,315 ) ( 2,472 )

Loss on early extinguishment of debt 371 2,880 422

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Income from operations before provision for income taxes $ 533,443 $ 503,279 $ 537,998

CLEAN HARBORS, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

___________________________________

(1) Corporate Costs include the revenue, cost of revenues and selling, general and administrative expenses not managed through the Company’s operating segments.

These costs are not captured within the Company’s Reportable Segment Adjusted EBITDA but are included in the Company’s total Adjusted EBITDA balances.

The following table presents assets by reported segment and in the aggregate (in thousands):

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Safety-Kleen Sustainability Solutions 463,538 411,415

Corporate Items 130,877 114,001

118,792 130,877

Total property, plant and equipment, net $ 2,447,941 $ 2,193,318

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Total $ 2,179,186 $ 1,890,533

CLEAN HARBORS, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Geographic Information

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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.

What changed 10-K

Item 8. Financial Statements and Supplementary Data